Common use of Extensions of Loans Clause in Contracts

Extensions of Loans. (a) The Borrower may from time to time, pursuant to the provisions of this Section 2.13, agree with one or more Lenders holding Loans to extend the maturity date, and otherwise modify the economic terms of any such Loans or any portion thereof (including, without limitation, by increasing the interest rate or fees payable and/or modifying the amortization schedule in respect of such Loans) or any portion thereof (each such modification an “Extension” and any Loans extended pursuant to an Extension, “Extended Term Loans”) pursuant to one or more written offers (each 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 of such Class of each Lender) and on the same terms to each such Lender. In connection with each Extension, Borrower will provide notification to Citi (for distribution to the 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 respond to an Extension Offer by the applicable due date shall be deemed to have rejected such Extension. Extended Term Loans shall be deemed to be a separate Class of loans and shall cease to be a part of the Class they were a part of immediately prior to the Extension. (b) Each Extension shall be subject to the following: (i) no Default or Event of Default shall have occurred and be continuing at the time any Extension Offer is delivered to the Lenders or at the time of such Extension; (ii) except as to interest rates, fees, scheduled amortization, final maturity date (which shall, subject to clause (iii) below, be determined by Borrower and set forth in the relevant Extension Offer), the Extended Term Loans shall have the same terms as the Class of Loans, subject to the related Extension Offer; provided that at no time shall there be more than five different Classes of Loans; (iii) the final maturity date of any Extended Term Loans shall be later than the final maturity date of such Class of Loans so extended, and the Weighted Average Life to Maturity of any Loans of a Class to be extended pursuant to an Extension shall be no shorter than the Weighted Average Life to Maturity of such Class; (iv) if the aggregate principal amount of Loans of a Class in respect of which Lenders shall have accepted an Extension Offer exceeds the maximum aggregate principal amount of Loans of such Class offered to be extended by Borrower pursuant to the relevant Extension Offer, then such Loans of such Class shall be extended ratably up to such maximum amount based on the relative principal amounts thereof (not to exceed any Lender’s actual holdings of record) with respect to which such Lenders accepted such Extension Offer; (v) all documentation in respect of such Extension shall be consistent with the foregoing, and all written communications by Borrower generally directed to the applicable Lenders under the applicable Class in connection therewith shall be in form and substance consistent with the foregoing and otherwise reasonably satisfactory to Administrative Agent; and (vi) no Extension shall become effective unless, on the proposed effective date of such Extension: (A) the 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.

Extensions of Loans. (a) The Borrower may from time to time, pursuant to the provisions of this Section 2.132.25, agree with one or more Lenders holding Term Loans or Other Term Loans of any Class to extend the maturity date, and otherwise modify the economic terms of any such Loans Class or any portion thereof (including, without limitation, by increasing the interest rate or fees payable and/or modifying the amortization schedule in respect of any Loans of such Loans) Class 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 each, an “Extension Offer”) made from time to time by the Borrower to all Lenders holding Loans of the applicable Classunder any Class that is proposed to be extended under this Section 2.25, in each case on a pro rata basis (based on the relative principal amounts of the outstanding Loans of each Lender in such Class of each LenderClass) and on the same terms to each such Lender. In connection with each Extension, the Borrower will provide notification to Citi the Administrative Agent (for distribution to the Lenders holding Loans of such the applicable Class), no later than 30 days prior to the maturity of such Loans, the applicable Class or Classes to be extended of the requested new maturity date for the extended Loans of each such Class (each an “Extended Term Loans Maturity Date”) and the due date for Lender responses. In connection with any Extension, each Lender of the applicable Class wishing to participate in such Extension shall, prior to such due date, provide the Administrative Agent with a written notice thereof in a form reasonably satisfactory to the Administrative Agent. Any Lender that does not respond to an Extension Offer by the applicable due date shall be deemed to have rejected such Extension. Extended After giving effect to any Extension, the Term Loans shall be deemed to be a separate Class of loans and or Other Term Loans so extended shall cease to be a part of the Class they were a part of immediately prior to the ExtensionExtension and shall be a new Class hereunder. (b) Each Extension shall be subject to the following: (i) no Default or Event of Default shall have occurred and be continuing at the time any Extension Offer is delivered to the Lenders or at the time of such Extension; (ii) except as to interest rates, fees, scheduled amortization, final maturity date and Incremental Facilities under Section 2.22 (which shall, subject to immediately clause (iii) below, be determined by the Borrower and set forth in the relevant Extension Offer), the Extended Term Loans Loans, or Other Term Loans, of any Lender extended pursuant to any Extension shall have the same terms as the Class of Loans, Term Loans or Other Term Loans subject to the related Extension Offer; provided that at no time shall there be more than five six different Classes of Term Loans and Other Term Loans; (iii) the final maturity date of any Extended Term Loans shall be later than the final maturity date of such Class of Loans so extended, and the Weighted Average Life to Maturity of any or Other Term Loans of a Class to be extended pursuant to an Extension shall be no shorter later than the final maturity date of such Class, and the Weighted Average Life to Maturity of any Term Loans or Other Term Loans of a Class to be extended pursuant to an Extension shall be longer than the Weighted Average Life to Maturity of such Class; (iv) if the aggregate principal amount of Term Loans or Other Term Loans of a Class in respect of which Lenders shall have accepted an Extension Offer exceeds the maximum aggregate principal amount of Term Loans or Other Term Loans, as the case may be, of such Class offered to be extended by the Borrower pursuant to the relevant Extension Offer, then such Loans of such Class shall be extended ratably up to such maximum amount based on the relative principal amounts thereof (not to exceed any Lender’s actual holdings of record) with respect to which such Lenders accepted such Extension Offer; (v) all documentation in respect of such Extension shall be consistent with the foregoing, and all written communications by the Borrower generally directed to the applicable Lenders under the applicable Class in connection therewith shall be in form and substance consistent with the foregoing and otherwise reasonably satisfactory to the Administrative Agent; (vi) any applicable Minimum Extension Condition shall be satisfied; and (vivii) no Extension shall become effective unless, on the proposed effective date of such Extension: , the conditions set forth in Section 4.03 shall be satisfied (A) with all references in such Section to a Credit Event being deemed to be references to the Extension on the applicable date of such Extension), and the Administrative Agent shall have received a fully executed and delivered Committed Loan Notice; (B) as of certificate to that effect dated the applicable date of such ExtensionExtension and executed by an Financial Officer of the Borrower. (c) If at the time any Extension of Term Loans or Other Term Loans (as so extended, “Current Extension Loans”) becomes effective, there will be Loans of any Class attributable to a prior Extension that will remain outstanding (“Prior Extension Loans”), then, if the representations interest rate spread applicable to any such Current Extension Loans (which, for this purpose, shall be deemed to include all Upfront Payments to the Lenders thereof, calculated as provided in Section 2.22(b)) exceeds the interest rate spread applicable to such Prior Extension Loans (taking into account the Upfront Payments paid to the Lenders in respect of the establishment of the Prior Extension Loans) by more than 0.25%, then the interest rate spread applicable to such Prior Extension Loans shall be increased so that it equals (after taking into account Upfront Payments made in respect of the establishment of such Prior Extension Loans) the interest rate spread applicable to the Current Extension Loans (calculated as provided above). (d) The consummation and warranties contained herein effectiveness of any Extension will be subject to a condition set forth in the relevant Extension Offer (a “Minimum Extension Condition”) that a minimum amount (to be determined in the Borrower’s discretion and specified in the relevant Extension Offer, but in no event less than $25,000,000, unless another amount is agreed to by the Administrative Agent). For the avoidance of doubt, it is understood and agreed that the provisions of Section 2.16, Section 2.17 and Section 9.04 will not apply to Extensions of Term Loans or Other Term Loans pursuant to Extension Offers made pursuant to and in accordance with the provisions of this Section 2.25, including to any payment of interest or fees in respect of any Term Loans or Other Term Loans that have been extended pursuant to an Extension at a rate or rates different from those paid or payable in respect of Loans of any other Class, in each case as is set forth in the relevant Extension Offer. (e) The Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments (collectively, “Extension Amendments”) to this Credit Agreement and the other Loan Documents shall as may be true and correct necessary in all material respects on and as order establish new Classes 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 Term Loans or Other Term Loans created pursuant 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 thatExtension, in each casecase on terms consistent with this Section 2.25. Notwithstanding the foregoing, such materiality qualifier the Administrative Agent shall have the right (but not be applicable the obligation) to seek the advice or concurrence of the Required Lenders with respect to any representations matter contemplated by this Section 2.25 and, if the Administrative Agent seeks such advice or concurrence, the Administrative Agent shall be permitted to enter into such amendments with the Borrower in accordance with any instructions received from such Required Lenders and warranties shall also be entitled to refrain from entering into such amendments with the Borrower unless and until it shall have received such advice or concurrence; provided, however, that already are qualified whether or modified not there has been a request by materiality the Administrative Agent for any such advice or concurrence, all such Extension Amendments entered into with the Borrower by the Administrative Agent hereunder shall be binding on the Lenders. Without limiting the foregoing, in connection with any Extensions, the text thereof; andappropriate Loan Parties shall (at their expense) amend (and the Administrative Agent is hereby directed to amend) any Mortgage that has a maturity date prior to the latest Extended Maturity Date so that such maturity date is extended to the then latest Extended Maturity Date (or such later date as may be advised by local counsel to the Administrative Agent). (Cf) as of the date of such In connection with any Extension, no event the Borrower shall have occurred provide the Administrative Agent at least ten Business Days’ (or such shorter period as may be agreed by the Administrative Agent) prior written notice thereof, and shall agree to such procedures, if any, as may be continuing reasonably established by, or would result from acceptable to, the consummation Administrative Agent to accomplish the purposes of such Extension that would constitute an Event of Default or a Default.this Section 2.25

Extensions of Loans. (a) The Borrower may from time to time, pursuant to the provisions of this Section 2.132.21, agree with one or more Lenders holding Loans to extend the maturity date, and otherwise modify the economic terms of any such Loans or any portion thereof (including, without limitation, by increasing the interest rate or fees payable and/or modifying the amortization schedule in respect of such Loans) or any portion thereof (each such modification an “Extension” and any Loans extended pursuant to an Extension, “Extended Term Loans”) pursuant to one or more written offers (each 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 of such Class of each Lender) and on the same terms to each such Lender. In connection with each Extension, Borrower will provide notification to Citi MSSF (for distribution to the 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 respond to an Extension Offer by the applicable due date shall be deemed to have rejected such Extension. Extended Term Loans shall be deemed to be a separate Class of loans and shall cease to be a part of the Class they were a part of immediately prior to the Extension. (b) Each Extension shall be subject to the following: (i) no Default or Event of Default shall have occurred and be continuing at the time any Extension Offer is delivered to the Lenders or at the time of such Extension and Borrower and its Subsidiaries shall be in pro forma compliance with the Financial Covenant for the Test Period after giving effect to such Extension; (ii) except as to interest rates, fees, scheduled amortization, final maturity date (which shall, subject to clause (iii) below, be determined by Borrower and set forth in the relevant Extension Offer), the Extended Term Loans shall have the same terms as the Class of Loans, subject to the related Extension Offer; provided that at no time shall there be more than five different Classes of Loans; (iii) the final maturity date of any Extended Term Loans shall be later than the final maturity date of such Class of Loans so extended, and the Weighted Average Life weighted average life to Maturity maturity of any Loans of a Class to be extended pursuant to an Extension shall be no shorter than the Weighted Average Life weighted average life to Maturity maturity of such Class; (iv) if the aggregate principal amount of Loans of a Class in respect of which Lenders shall have accepted an Extension Offer exceeds the maximum aggregate principal amount of Loans of such Class offered to be extended by Borrower pursuant to the relevant Extension Offer, then such Loans of such Class shall be extended ratably up to such maximum amount based on the relative principal amounts thereof (not to exceed any Lender’s actual holdings of record) with respect to which such Lenders accepted such Extension Offer; (v) all documentation in respect of such Extension shall be consistent with the foregoing, and all written communications by Borrower generally directed to the applicable Lenders under the applicable Class in connection therewith shall be in form and substance consistent with the foregoing and otherwise reasonably satisfactory to Administrative Agent; and (vi) no Extension shall become effective unless, on the proposed effective date of such Extension: , the conditions set forth in Section 3.2 shall be satisfied (A) with all references in such Section to a Credit Date being deemed to be references to the Extension on the applicable date of such Extension), and Administrative Agent shall have received a fully executed and delivered Committed Loan Notice; (B) as of certificate to that effect dated the applicable date of such ExtensionExtension and executed by an Authorized Officer of Borrower. (c) For the avoidance of doubt, it is understood and agreed that the representations provisions of Section 2.14 and warranties contained herein Section 10.5 will not apply to Extensions of Loans, pursuant to Extension Offers made pursuant to and in accordance with the other Loan Documents provisions of this Section 2.21. (d) No Lender who rejects any request for an Extension shall be true and correct deemed a Non-Consenting Lender for purposes of Section 2.20. (e) The Lenders hereby irrevocably authorize Administrative Agent to enter into Additional Credit Extension Amendments as may be necessary in all material respects on and as order establish new Classes 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 thatExtended Term Loans, in each casecase on terms consistent with this Section 2.21. Notwithstanding the foregoing, such materiality qualifier Administrative Agent shall have the right (but not be applicable the obligation) to seek the advice or concurrence of the Requisite Lenders with respect to any representations matter contemplated by this Section 2.21 and, if Administrative Agent seeks such advice or concurrence, Administrative Agent shall be permitted to enter into such amendments with Borrower in accordance with any instructions received from such Requisite Lenders and warranties 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 already are qualified whether or modified not there has been a request by materiality Administrative Agent for any such advice or concurrence, all such Additional Credit Extension Amendments entered into with Borrower by Administrative Agent under this Section 2.21 shall be binding on the Lenders. Without limiting the foregoing, in connection with any Extensions, the text thereof; andappropriate Credit Parties shall (at their expense) amend (and Administrative Agent is hereby directed to amend) any Mortgage (or any other Credit Document that Administrative Agent or Collateral 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). (Cf) as of the date of such In connection with any Extension, no event Borrower shall have occurred 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 continuing reasonably established by, or would result from acceptable to, Administrative Agent to accomplish the consummation purposes of such Extension that would constitute an Event of Default or a Defaultthis Section 2.21.

Extensions of Loans. (a) The Borrower may from time to time, pursuant to the provisions of this Section 2.132.15, agree with one or more Lenders holding Loans and Commitments of any Class (“Existing Class”) to extend the maturity date, date and otherwise modify the economic to provide for other terms of any such Loans or any portion thereof (including, without limitation, by increasing the interest rate or fees payable and/or modifying the amortization schedule in respect of such Loans) or any portion thereof consistent with this Section 2.15 (each such modification modification, an “Extension” and any Loans extended pursuant to an Extension, “Extended Term Loans”) pursuant to one or more written offers (each an “Extension Offer”) made from time to time by the Borrower to all Lenders holding Loans of the applicable Classunder any Class that is proposed to be extended under this Section 2.15, in each case on a pro rata basis (based on the relative principal amounts outstanding Commitments of each Lender in such Class (or if no such Commitments are outstanding, the outstanding amount of Loans of each Lender in such Class of each LenderClass)) and on the same terms to each such Lender. In connection with each Extension, the Borrower will provide notification to Citi the Administrative Agent (for distribution to the Lenders holding Loans of such the applicable Class), no later than 30 days prior to the maturity of such Loans, the applicable Class or Classes to be extended of the requested new maturity date for the extended Loans and Commitments of each such Class (each an “Extended Term Loans Maturity Date”) and the due date for Lender responses. In connection with any Extension, each Lender of the applicable Class wishing to participate in such Extension shall, prior to such due date, provide the Administrative Agent with a written notice thereof in a form reasonably satisfactory to the Administrative Agent. Any Lender that does not respond to an Extension Offer by the applicable due date shall be deemed to have rejected such Extension. Extended Term Loans In connection with any Extension, the Borrower shall agree to such procedures, if any, as may be deemed reasonably established by, or acceptable to, the Administrative Agent to be a separate Class accomplish the purposes of loans and this Section 2.15. (b) After giving effect to any Extension, the Commitments so extended shall cease to be a part of the Class that they were a part of immediately prior to the Extension. (b) Each Extension and shall be subject to the following: (i) no Default or Event of Default shall have occurred and be continuing at the time any Extension Offer is delivered to the Lenders or at the time of such Extension; (ii) except as to interest rates, fees, scheduled amortization, final maturity date (which shall, subject to clause (iii) below, be determined by Borrower and set forth in the relevant Extension Offer), the Extended Term Loans shall have the same terms as the a new Class of Loans, subject to the related Extension Offerhereunder; provided that at no time shall there be more than five six (6) different classes of Commitments; provided, further, that, (i) all borrowings and all prepayments of Revolving Credit Loans shall continue to be made on a ratable basis among all Revolving Credit Lenders, based on the relative amounts of their Revolving Credit Commitments, until the repayment of the Revolving Credit Loans attributable to the non-extended Revolving Credit Commitments on the relevant Maturity Date, (ii) all prepayments of Incremental Term Loans shall continue to be made on a ratable basis among all Incremental Term Loan Lenders, based on the relative amounts of their Incremental Term Loan Commitments, until the repayment of the Incremental Term Loans attributable to the non-extended Incremental Term Loans on the relevant Maturity Date, (iii) the allocation of the participation exposure with respect to any then-existing or subsequently issued or made Letter of Credit as between the Revolving Credit Commitments of such new “Class” and the remaining Revolving Credit Commitments shall be made on a ratable basis in accordance with the relative amounts thereof until the Maturity Date relating to such non-extended Revolving Credit Commitments has occurred, (iv) no termination of Extended Revolving Credit Commitments and no repayment of Extended Revolving Credit Loans accompanied by a corresponding permanent reduction in Extended Revolving Credit Commitments shall be permitted unless such termination or repayment (and corresponding reduction) is accompanied by at least a pro rata termination or permanent repayment (and corresponding pro rata permanent reduction), as applicable, of all other Classes of Loans;Revolving Credit Loans and Revolving Credit Commitments with an earlier Maturity Date (or all such Revolving Credit Commitments and related Revolving Credit Loans shall have otherwise been terminated and repaid in full) and (v) with respect to Letters of Credit, the Maturity Date with respect to the Revolving Credit Commitments cannot be extended without the prior written consent of the L/C Issuers, and the availability of the L/C Commitments cannot be extended without the prior written consent of the applicable L/C Issuer. If the Outstanding Amount exceeds the Revolving Credit Commitment as a result of the occurrence of the Maturity Date with respect to any Class of Revolving Credit Commitments while an extended Class of Revolving Credit Commitments remains outstanding, the Borrower shall make such payments as are necessary in order to eliminate such excess on such Maturity Date. (iiic) The consummation and effectiveness of each Extension shall be subject to the following both before and after giving effect thereto: (i) the Commitments of any Lender extended pursuant to any Extension (“Extended Commitments” and the loans thereunder, “Extended Loans”) shall have the same terms as the Class of Commitments subject to the related Extension Amendment (“Existing Commitments” and the loans thereunder, “Existing Loans”); except (A) the final maturity date of any Extended Term Commitments and Extended Loans of a Class to be extended pursuant to an Extension shall be later than the final maturity date Maturity Date of such the Class of Existing Commitments and Existing Loans so extendedsubject to the related Extension Amendment, and the Weighted Average Life to Maturity of any Extended Commitments and Extended Loans of a Class to be extended pursuant to an Extension shall be no shorter than the Weighted Average Life to Maturity of such Class; (iv) if the aggregate principal amount Class of Existing Commitments and Existing Loans of a Class in respect of which Lenders shall have accepted an Extension Offer exceeds the maximum aggregate principal amount of Loans of such Class offered to be extended by Borrower pursuant subject to the relevant related Extension OfferAmendment; (B) the all-in pricing (including, then such Loans of such Class shall be extended ratably up without limitation, with respect to such maximum amount based on the relative principal amounts thereof (not to exceed any Lender’s actual holdings of recordmargins, fees and premiums) with respect to which the Extended Commitments and Extended Loans may be higher or lower than the all-in pricing (including, without limitation, margins, fees and premiums) for the Existing Commitments and Existing Loans; (C) the revolving credit Commitment fee rate with respect to the Extended Revolving Credit Commitments may be higher or lower than the revolving credit Commitment fee rate for Existing Revolving Credit Commitments; (D) no repayment of any Extended Revolving Credit Loans and no cancellation of any Extended Revolving Credit Commitments shall be permitted unless such repayment or cancellation, as applicable, is accompanied by an at least pro rata repayment or cancellation, as applicable, of all earlier maturing Revolving Credit Loans and Revolving Credit Commitments (including previously extended Revolving Credit Loans and Revolving Credit Commitments) (or all earlier maturing Revolving Credit Loans and Revolving Credit Commitments (including previously extended Revolving Credit Loans and Revolving Credit Commitments) shall otherwise be or have been terminated and repaid in full); (E) no repayment of any Extended Term Loans shall be permitted unless such repayment is accompanied by an at least pro rata repayment of all earlier maturing Incremental Term Loans (including previously extended Incremental Term Loans) (or all earlier maturing Incremental Term Loans (including previously extended Incremental Term Loans) shall otherwise be or have been terminated and repaid in full), (F) the Extended Commitments may contain a “most favored nation” provision for the benefit of Lenders accepted holding Extended Commitments; and (G) the other terms and conditions applicable to Extended Commitments and Extended Loans may be different than those with respect to the Existing Commitments and Existing Loans, so long as such terms and conditions only apply after the Latest Maturity Date in effect at the time of the Extension; provided further, each Extension OfferAmendment may, without the consent of any Lender other than the applicable extending Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent and the Borrower, to give effect to the provisions of this Section 2.15, including any amendments necessary to treat the applicable Loans and/or Commitments of the extending Lenders as a new “Class” of loans and/or commitments hereunder; provided however, no Extension Amendment may provide for any Class of Extended Commitments and Extended Loans to be secured by any Collateral or other assets of any Loan Party that does not also secure the Existing Commitments and Existing Loans; (vii) all documentation in respect of such Extension shall be consistent with the foregoing, and all written communications by Borrower generally directed to the applicable Lenders under the applicable Class in connection therewith shall be in form and substance consistent with the foregoing and otherwise reasonably satisfactory to Administrative Agent; and (viiii) a minimum amount in respect of such Extension (to be determined in the Borrower’s discretion and specified in the relevant Extension Offer, but in no event less than $25,000,000, unless another amount is agreed to by the Administrative Agent) shall be satisfied. Any Lender that does not elect to participate in an Extension shall become effective unless, on the proposed effective date of such Extension:be deemed to be a Non-Extending Lender and subject to being replaced pursuant to Section 11.13. (Ad) For the avoidance of doubt, it is understood and agreed that the provisions of Section 2.12 and Section 11.01 will not apply to Extensions of Commitments and Loans pursuant to Extension Offers made pursuant to and in accordance with the provisions of this Section 2.15, including to any payment of interest or fees in respect of any Extended Commitments and Extended Loans that have been extended pursuant to an Extension at a rate or rates different from those paid or payable in respect of Loans of any other Class, in each case as is set forth in the relevant Extension Offer. (e) The Lenders hereby irrevocably authorize the Administrative Agent shall have received a fully executed to enter into amendments (collectively, “Extension Amendments”) to this Agreement 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 as may be true necessary in order to establish new Classes of Commitments 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 Loans created pursuant 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 thatExtension, in each casecase on terms consistent with this Section 2.15. Without limiting the foregoing, in connection with any Extension, (i) the appropriate Loan Parties shall (at their expense) amend (and the Administrative Agent is hereby directed to amend) any Loan Document that the Administrative Agent reasonably requests to be amended to reflect an Extension that has a maturity date prior to the latest Extended Maturity Date so that such materiality qualifier maturity date is extended to the then latest Extended Maturity Date (or such later date as may be advised by counsel to the Administrative Agent) and (ii) the Borrower shall not deliver board resolutions, secretary’s certificates and officer’s certificates as reasonably be applicable requested by the Administrative Agent in connection therewith and a legal opinion of counsel reasonably acceptable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and Administrative Agent (Cx) as of to the date of such Extension, no event shall have occurred and be continuing or would result from the consummation enforceability of such Extension that would constitute an Event Amendment and (y) as to such other matters reasonably requested by the Administrative Agent. (f) Promptly following the consummation and effectiveness of Default or any Extension, the Borrower will furnish to the Administrative Agent (who shall promptly furnish to each Lender) written notice setting forth the Extended Maturity Date and material economic terms of the Extension and the aggregate principal amount of each Class of Loans and Commitments after giving effect to the Extension and attaching a Defaultcopy of the fully executed Extension Amendment.

Extensions of Loans. (a) The Borrower may from time to time, pursuant to the provisions of this Section 2.132.22, agree with one or more Lenders holding Loans of any Class to extend the maturity date, and otherwise modify the economic terms of any such Loans Class or any portion thereof (including, without limitation, by increasing the interest rate or fees payable and/or modifying the amortization schedule in respect of any Loans of such Loans) Class or any portion thereof (each such modification an “Extension” and any Loans extended pursuant to an Extension, “Extended Term Loans”) pursuant to one or more written offers (each an “Extension Offer”) made from time to time by Borrower to all Lenders holding Loans of the applicable Classunder any Class that is proposed to be extended under this Section 2.22, in each case on a pro rata basis (based on the relative principal amounts of the outstanding Loans of each Lender in such Class of each LenderClass) and on the same terms to each such Lender, which Extension Offer may be conditioned as determined by Borrower and set forth in such offer. In connection with each Extension, Borrower will provide notification to Citi Administrative Agent (for distribution to the Lenders holding Loans of such the applicable Class), no later than 30 days prior to the maturity of such Loans, the applicable Class or Classes to be extended of the requested new maturity date for the extended Loans of each such Class (each an “Extended Term Loans Maturity Date”) and the due date for Lender responses. In connection with any Extension, each Lender of the applicable Class wishing to participate in such Extension shall, prior to such due date, provide Administrative Agent with a written notice thereof in a form reasonably satisfactory to Administrative Agentthereof. Any Lender that does not respond to an Extension Offer by the applicable due date shall be deemed to have rejected such Extension. Extended Term After giving effect to any Extension, the Loans shall be deemed to be a separate Class of loans and so extended shall cease to be a part of the Class they were a part of immediately prior to the ExtensionExtension and shall be a new Class hereunder. (b) Each Extension shall be subject to the following: (i) no Default or Event of Default shall have occurred and be continuing at the time any Extension Offer is delivered to the Lenders or at the time of such Extension; (ii) except as to interest rates, fees, scheduled amortization, amortization and final maturity date (which shall, subject to clause (iii) below, be determined by Borrower and set forth in the relevant Extension Offer), the Extended Term Loans of any Lender extended pursuant to any Extension shall have the same terms as the Class of Loans, Loans subject to the related Extension Offer; provided that at no time shall there be more than five different Classes of Loans; (iii) the final maturity date of any Extended Term Loans of a Class to be extended pursuant to an Extension shall be later than the final maturity date of such Class of Loans so extendedClass, and the Weighted Average Life weighted average life to Maturity maturity of any Loans of a Class to be extended pursuant to an Extension shall be no shorter than the Weighted Average Life weighted average life to Maturity maturity of such Class; (iv) if the aggregate principal amount of Loans of a Class in respect of which Lenders shall have accepted an Extension Offer exceeds the maximum aggregate principal amount of Loans of such Class offered to be extended by Borrower pursuant to the relevant Extension Offer, then such Loans of such Class shall be extended ratably up to such maximum amount based on the relative principal amounts thereof (not to exceed any Lender’s actual holdings of record) with respect to which such Lenders accepted such Extension Offer; (v) all documentation in respect of such Extension shall be consistent with the foregoing, and all written communications by Borrower generally directed to the applicable Lenders under the applicable Class in connection therewith shall be in form and substance consistent with the foregoing and otherwise reasonably satisfactory to Administrative Agent; (vi) any applicable Minimum Extension Condition (as defined below) shall be satisfied; (vii) no more than three Extensions may be effectuated hereunder; and (viviii) no Extension shall become effective unless, on the proposed effective date of such Extension: , (A1) the 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 Credit Documents shall be are true and correct in all material respects on and as of the applicable date of such date Extension 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 thereof and (C2) as of the date of such Extension, no event shall have occurred and be continuing or would result from the consummation of such the applicable Extension that would constitute an Event of Default Default; and Administrative Agent shall have received a certificate to the effect of the foregoing dated the applicable date of such Extension and executed by an Authorized Officer of Borrower. (c) The consummation and effectiveness of any Extension will be subject to a condition set forth in the relevant Extension Offer (a “Minimum Extension Condition”) that a minimum amount (to be determined in Borrower’s discretion and specified in the relevant Extension Offer, but in no event less than $25,000,000, unless another lesser amount is agreed to by Administrative Agent). For the avoidance of doubt, it is understood and agreed that the provisions of Section 2.14 (Ratable Sharing) and Section 10.5 (Amendments and Waivers) will not apply to Extensions of Loans pursuant to Extension Offers made pursuant to and in accordance with the provisions of this Section 2.22, including to any payment of interest or fees in respect of any Loans that have been extended pursuant to an Extension at a Defaultrate or rates different from those paid or payable in respect of Loans of any other Class, in each case as is set forth in the relevant Extension Offer. (d) No Lender who rejects any request for an Extension shall be deemed a Non-Consenting Lender for purposes of Section 2.20

Extensions of Loans. (a) The Borrower may from time to time, pursuant to the provisions of this Section 2.132.25, agree with one or more Lenders holding Loans and Commitments of any Class (an “Existing Class”) to extend the maturity date, date and otherwise modify the economic to provide for other terms of any such Loans or any portion thereof (including, without limitation, by increasing the interest rate or fees payable and/or modifying the amortization schedule in respect of such Loans) or any portion thereof consistent with this Section 2.25 (each such modification modification, an “Extension” and any Loans extended pursuant to an Extension, “Extended Term Loans”) pursuant to one or more written offers (each an “Extension Offer”) made from time to time by the Borrower to all Lenders holding Loans of the applicable Classunder any Class that is proposed to be extended under this Section 2.25, in each case on a pro rata basis (based on the relative principal amounts of the outstanding Loans of such Class and Commitments of each LenderLender in such Class) and on the same terms to each such Lender. In connection with each Extension, the Borrower will provide notification to Citi the Administrative Agent (for distribution to the Lenders holding Loans of such the applicable Class), ) no later than 30 days prior to the maturity date of such Loans, the applicable Class to be extended of the requested new maturity date for the extended Loans or Commitments of such Class (each an “Extended Term Loans Maturity Date”) and the due date for Lender responses. In connection with any Extension, each Lender of the applicable Class wishing to participate in such Extension shall, prior to such due date, provide the Administrative Agent with a written notice thereof in a form reasonably satisfactory to the Administrative Agent. Any Lender that does not respond to an Extension Offer by the applicable due date shall be deemed to have rejected such Extension. Extended In connection with any Extension, the Borrower shall agree to such procedures, if any, as may be reasonably established by, or acceptable to, the Administrative Agent to accomplish the purposes of this Section 2.25. (b) After giving effect to any Extension, the Term Loans shall be deemed to be a separate Class of loans and or Revolving Commitments so extended shall cease to be a part of the Class that they were a part of immediately prior to the ExtensionExtension and shall be a new Class hereunder; provided that at no time shall there be more than four different Classes of Term Loans and three different classes of Revolving Commitments; provided further, that, in the case of any Extension Amendment relating to Revolving Commitments or Revolving Loans, (i) all borrowings and all prepayments of Revolving Loans shall continue to be made on a ratable basis among all Revolving Lenders, based on the relative amounts of their Revolving Commitments, until the repayment of the Revolving Loans (and termination of the Revolving Commitments) attributable to the non-extended Revolving Commitments on the relevant maturity date, (ii) the allocation of the participation exposure with respect to any then-existing or subsequently issued or made Letter of Credit or Swing Line Loan as between the Revolving Commitments of such new “Class” and the remaining Revolving Commitments shall be made on a ratable basis in accordance with the relative amounts thereof until the maturity date relating to such non-extended Revolving Commitments has occurred, (iii) no termination of Extended Revolving Commitments and no repayment of Loans under Extended Revolving Commitments accompanied by a corresponding permanent reduction in Extended Revolving Commitments shall be permitted unless such termination or repayment (and corresponding reduction) is accompanied by at least a pro rata termination or permanent repayment (and corresponding pro rata permanent reduction), as applicable, of the Existing Revolving Commitments and Loans under Existing Revolving Commitments (or all Existing Revolving Commitments of such Class and related Loans under Existing Revolving Commitments shall have otherwise been terminated and repaid in full) and (iv) with respect to Letters of Credit and Swing Line Loans, the maturity date with respect to the Revolving Commitments may not be extended without the prior written consent of the Issuing Bank and the Swing Line Lender. If the Total Utilization of Revolving Commitments exceeds the Revolving Commitment as a result of the occurrence of the maturity date with respect to any Class of Revolving Commitments while an extended Class of Revolving Commitments remains outstanding, the Borrower shall make such payments as are necessary in order to eliminate such excess on such maturity date. (bc) Each The consummation and effectiveness of each Extension shall be subject to the following: (i) no Default or Event of Default shall have occurred and be continuing at the time any Extension Offer is delivered to the Lenders or at the time of such Extension; (ii) except the Term Loans or Revolving Commitments, as applicable, of any Lender extended pursuant to interest ratesany Extension (as applicable, fees, scheduled amortization, final maturity date (which shall, subject to clause (iii) below, be determined by Borrower and set forth in the relevant Extension Offer), the “Extended Term Loans Loans” or “Extended Revolving Commitments”) shall have the same terms as the Class of LoansTerm Loans or Revolving Commitments, as applicable, subject to the related Extension OfferAmendment (as applicable, “Existing Term Loans” or “Existing Revolving Commitments”); provided that at no time shall there be more than five different Classes of Loans; except (iiiA) (1) the final maturity date of any Extended Term Loans or Extended Revolving Commitments of a Class to be extended pursuant to an Extension shall be later than the final maturity date Maturity Date of such the Class of Existing Term Loans so extendedor Existing Revolving Commitments, and as applicable, subject to the Weighted Average Life related Extension Amendment, (2) the weighted average life to Maturity maturity of any Extended Term Loans of a Class to be extended pursuant to an Extension shall be no shorter than the weighted average life to maturity of the Class of Existing Term Loans subject to the related Extension Amendment and (3) there shall be no scheduled amortization of the Extended Revolving Commitments and the scheduled termination date of the Extended Revolving Commitments shall not be earlier than the scheduled termination date of the Existing Revolving Commitments; (B) the Weighted Average Life to Maturity of such Class; (iv) if the aggregate principal amount of Loans of a Class in respect of which Lenders shall have accepted an Extension Offer exceeds the maximum aggregate principal amount of Loans of such Class offered to be extended by Borrower pursuant to the relevant Extension Offer, then such Loans of such Class shall be extended ratably up to such maximum amount based on the relative principal amounts thereof (not to exceed any Lender’s actual holdings of record) Yield with respect to which such Lenders accepted such Extension Offer; the Extended Term Loans or Extended Revolving Commitments, as applicable, may be higher or lower than the Weighted Average Yield for the Existing Term Loans or Existing Revolving Commitments, as applicable; (vC) all documentation in the revolving credit commitment fee rate with respect of such Extension shall be consistent with the foregoing, and all written communications by Borrower generally directed to the applicable Lenders under Extended Revolving Commitments may be higher or lower than the applicable Class in connection therewith shall be in form and substance consistent with the foregoing and otherwise reasonably satisfactory to Administrative Agent; and (vi) no Extension shall become effective unless, on the proposed effective date of such Extension: (A) the 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 thatrevolving credit commitment fee rate for Existing Revolving Commitments, in each case, to the extent provided in the applicable Extension Amendment; (D) no repayment of any Extended Term Loans shall be permitted unless such materiality qualifier repayment is accompanied by an at least pro rata repayment of all earlier maturing Term Loans (including previously extended Term Loans) (or all earlier maturing Term Loans (including previously extended Term Loans) shall not otherwise be or have been terminated and repaid in full); (E) the Extended Term Loans and/or Extended Revolving Commitments may contain a “most favored nation” provision for the benefit of Lenders holding previously Extended Term Loans or previously Extended Revolving Commitments, as applicable; (F) such Extended Term Loans and/or Extended Revolving Commitments will rank pari passu in right of payment and of security with the other Obligations hereunder; (G) such Extended Term Loans and/or Extended Revolving Commitments shall be guaranteed by the Guaranty; and (H) the other terms and conditions applicable to any representations Extended Term Loans and/or Extended Revolving Commitments may be different than those with respect to the Existing Term Loans or Existing Revolving Commitments, as applicable, so long as such terms and warranties that already are qualified or modified by materiality in conditions only apply after 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.Latest Maturity Date;

Extensions of Loans. (a) The Borrower may from time to time, pursuant to the provisions of this Section 2.132.14, agree with one or more Lenders holding Loans Commitments to extend the maturity date, date and otherwise modify the economic to provide for other terms of any such Loans or any portion thereof (including, without limitation, by increasing the interest rate or fees payable and/or modifying the amortization schedule in respect of such Loans) or any portion thereof consistent with this Section 2.14 (each such modification modification, an “Extension” and any Loans extended pursuant to an Extension, “Extended Term Loans”) pursuant to one or more written offers (each an “Extension Offer”) made from time to time by Borrower to all Lenders holding Loans of the applicable Classthat is proposed to be extended under this Section 2.14, in each case on a pro rata basis (based on the relative principal amounts of the outstanding Loans of such Class Commitments of each Lender) and on the same terms to each such Lender. In connection with each Extension, Borrower will provide notification to Citi the Administrative Agent (for distribution to the Lenders holding Loans of such ClassLenders), no later than 30 days prior to the maturity of such Loans, the applicable CH\1702371.21 Commitments to be extended of the requested new maturity date for the extended Commitments (each an “Extended Term Loans Maturity Date”) 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 respond to an Extension Offer by the applicable due date shall be deemed to have rejected such Extension. Extended Term Loans In connection with any Extension, Borrower shall agree to such procedures, if any, as may be deemed reasonably established by, or acceptable to, Administrative Agent to be a separate Class accomplish the purposes of loans and this Section 2.14. (b) After giving effect to any Extension, the Commitments so extended shall cease to be a part of the Class class of Commitments that they were a part of immediately prior to the ExtensionExtension and shall be a new class of Commitments hereunder (each, a “Class”); provided that at no time shall there be more than three different Classes of Commitments; provided further, that (i) all borrowings and all prepayments of Commitment Loans shall continue to be made on a ratable basis among all Lenders, based on the relative amounts of their Commitments, until the repayment of the Committed Loans attributable to the non-extended Commitments on the relevant Maturity Date, (ii) the allocation of the participation exposure with respect to any then-existing or subsequently issued or made Letter of Credit or Bankers’ Acceptance as between the Commitments of such new “Class” and the remaining Commitments shall be made on a ratable basis in accordance with the relative amounts thereof until the Maturity Date relating to such non-extended Commitments has occurred, (iii) no termination of Extended Commitments and no repayment of extended Committed Loans accompanied by a corresponding permanent reduction in Extended Commitments shall be permitted unless such termination or repayment (and corresponding reduction) is accompanied by at least a pro rata termination or permanent repayment (and corresponding pro rata permanent reduction), as applicable, of the existing Committed Loans and Existing Commitments (or all Existing Commitments of such Class and related existing Committed Loans shall have otherwise been terminated and repaid in full) and (iv) with respect to Letters of Credit and Bankers’ Acceptances, the Maturity Date with respect to the Commitments may not be extended without the prior written consent of the Primary L/C Issuer. If the Total Outstandings exceeds the Aggregate Commitments then in effect as a result of the occurrence of the Maturity Date with respect to any Class of Commitments while an extended Class of Commitments remains outstanding, Borrower shall make such payments as are necessary in order to eliminate such excess on such Maturity Date. (bc) Each The consummation and effectiveness of each Extension shall be subject to the following: (i) no Default or Event of Default shall have occurred and be continuing at the time any Extension Offer is delivered to the Lenders or at the time of such Extension; (ii) except as the Commitments of any Lender extended pursuant to interest rates, fees, scheduled amortization, final maturity date any Extension (which shall, subject to clause (iii“Extended Commitments”) below, be determined by Borrower and set forth in the relevant Extension Offer), the Extended Term Loans shall have the same terms as the Class of Loans, the Commitments subject to the related Extension OfferAmendment (“Existing Commitments”); provided that at no time shall there be more than five different Classes of Loans; except (iiiA) the final maturity date of any Extended Term Loans Commitments of a Class to be extended pursuant to an Extension shall be later than the final maturity date Latest Maturity Date at the time of such Class of Loans so extendedExtension, and the Weighted Average Life weighted average life to Maturity maturity of any Loans Extended Commitments of a Class to be extended pursuant to an Extension shall be no shorter than the Weighted Average Life weighted average life to maturity of the Class of Existing Commitments subject to the Latest Maturity Date at the time of such Class; Extension; (ivB) if the aggregate principal amount of Loans of a Class all-in respect of which Lenders shall have accepted an Extension Offer exceeds the maximum aggregate principal amount of Loans of such Class offered to be extended by Borrower pursuant to the relevant Extension Offerpricing (including, then such Loans of such Class shall be extended ratably up to such maximum amount based on the relative principal amounts thereof (not to exceed any Lender’s actual holdings of recordwithout limitation, margins, fees and premiums) with respect to which the Extended Commitments may be higher or lower than the all-in pricing (including, without limitation, margins, fees and premiums) for the Existing Commitments; (C) the revolving credit commitment fee rate with respect to the Extended Commitments may be higher or lower than the revolving credit commitment fee rate for Existing Commitments, in each case, to the extent provided in the applicable Extension Amendment; (D) no reduction of any Extended Commitments or repayment of related Loans shall be permitted unless such reduction or repayment is accompanied by an CH\1702371.21 at least pro rata reduction or repayment of all earlier maturing Commitments or Loans (including previously extended Commitments or Loans) (or all earlier maturing Commitments or Loans (including previously extended Commitments or Loans) shall otherwise be or have been terminated and repaid in full); (E) the Extended Commitments may contain a “most favored nation” provision for the benefit of Lenders accepted holding Extended Commitments; and (F) the other terms and conditions applicable to Extended Commitments may be terms different than those with respect to the Existing Commitments so long as such terms and conditions only apply after the Latest Maturity Date; provided further, each Extension OfferAmendment may, without the consent of any Lender other than the applicable extending Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent and the Primary L/C Issuer and and Borrower, to give effect to the provisions of this Section 2.14, including any amendments necessary to treat the applicable Commitments of the extending Lenders as a new “Class” of commitments hereunder; provided however, no Extension Amendment may provide for any Class of Extended Commitments to be secured by any Collateral or other assets of any Loan Party that does not also secure the Existing Commitments; (viii) all documentation in respect of such Extension shall be consistent with the foregoing, and all written communications by Borrower generally directed to the applicable Lenders under the applicable Class in connection therewith shall be in form and substance consistent with the foregoing and otherwise reasonably satisfactory to Administrative Agent; (iv) a minimum amount in respect of such Extension (to be determined in Borrower’s discretion and specified in the relevant Extension Offer, but in no event less than $25,000,000, unless another amount is agreed to by Administrative Agent) shall be satisfied; and (viv) no Extension shall become effective unless, on the proposed effective date of such Extension: , the conditions set forth in Section 4.02 shall be satisfied (A) with all references in such Section to a date of the applicable Credit Extension being deemed to be references to the Extension on the applicable date of such Extension), and Administrative Agent shall have received a fully executed and delivered Committed Loan Notice; (B) as of certificate to that effect dated the applicable date of such ExtensionExtension and executed by a Responsible Officer of Borrower. (d) For the avoidance of doubt, it is understood and agreed that the representations provisions of Section 2.13 and warranties contained herein Section 10.01 will not apply to Extensions of Commitments pursuant to Extension Offers made pursuant to and in accordance with the provisions of this Section 2.14, including to any payment of interest or fees in respect of any Extended Commitments that have been extended pursuant to an Extension at a rate or rates different from those paid or payable in respect of Commitment Loans of any other Class, in each case as is set forth in the relevant Extension Offer. (e) No Lender who rejects any request for an Extension shall be deemed a Non-Consenting Lender for purposes of Section 10.13; provided, however, that if so requested by Borrower in an Extension Offer, Required Lenders may approve an amendment to have such Lenders be deemed Non-Consenting Lenders and subject to the terms and conditions of Section 10.13. (f) The Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments (collectively, “Extension Amendments”) to this Agreement and the other Loan Documents shall as may be true and correct necessary in all material respects on and as order to establish new Classes 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 Commitments created pursuant 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 thatExtension, in each casecase on terms consistent with this Section 2.14. Notwithstanding the foregoing, such materiality qualifier the Administrative Agent shall have the right (but not be applicable the obligation) to seek the advice or concurrence of the Required Lenders with respect to any representations matter contemplated by this Section 2.14 and, if the Administrative Agent seeks such advice or concurrence, the Administrative Agent shall be permitted to enter into such amendments with Borrower in accordance with any instructions received from such Required Lenders and warranties CH\1702371.21 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 already are qualified whether or modified not there has been a request by materiality the Administrative Agent for any such advice or concurrence, all such Extension Amendments entered into with Borrower by the Administrative Agent hereunder shall be binding on the Lenders. Without limiting the foregoing, in connection with any Extension, (i) the text thereof; and appropriate Loan Parties shall (Cat their expense) amend (and the Administrative Agent is hereby directed to amend) any Mortgage (or any other Loan Document that the Administrative Agent reasonably requests to be amended to reflect an Extension) that has a maturity date prior to the latest Extended Maturity Date so that such maturity date is extended to the then latest Extended Maturity Date (or such later date as may be advised by local counsel to the Administrative Agent) and (ii) Borrower shall deliver board resolutions, secretary’s certificates, officer’s certificates and other documents as shall reasonably be requested by the Administrative Agent in connection therewith and a legal opinion of counsel reasonably acceptable to the Administrative Agent (i) as of to the date of such Extension, no event shall have occurred and be continuing or would result from the consummation enforceability of such Extension Amendment, this Agreement as amended thereby, and such of the other Loan Documents (if any) as may be amended thereby and (ii) to the effect that would constitute an Event such Extension Amendment, including without limitation, the Extended Commitments provided for therein, does not conflict with or violate the terms and provisions of Default or Section 10.01. (g) Promptly following the consummation and effectiveness of any Extension, Borrower will furnish to the Administrative Agent (who shall promptly furnish to each Lender) written notice setting forth the Extended Maturity Date and material economic terms of the Extension and the aggregate principal amount of each class of Commitments after giving effect to the Extension and attaching a Defaultcopy of the fully executed Extension Amendment.

Extensions of Loans. (a) The Borrower may from time to time, pursuant to the provisions of this Section 2.13, agree with one or more Lenders holding Loans to extend the maturity date, and otherwise modify the economic terms of any such Loans or any portion thereof (including, without limitation, by increasing the interest rate or fees payable and/or modifying the amortization schedule in respect of such Loans) or any portion thereof (each such modification an “Extension” and any Loans extended pursuant to an Extension, “Extended Term Loans”) pursuant to one or more written offers (each 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 of such Class of each Lender) and on the same terms to each such Lender. In connection with each Extension, Borrower will provide notification to Citi (for distribution to the 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 respond to an Extension Offer by the applicable due date shall be deemed to have rejected such Extension. Extended Term Loans shall be deemed to be a separate Class of loans and shall cease to be a part of the Class they were a part of immediately prior to the Extension. (b) Each Extension shall be subject to the following: (i) no Default or Event of Default shall have occurred and be continuing at the time any Extension Offer is delivered to the Lenders or at the time of such Extension; (ii) except as to interest rates, fees, scheduled amortization, final maturity date (which shall, subject to clause (iii) below, be determined by Borrower and set forth in the relevant Extension Offer), the Extended Term Loans shall have the same terms as the Class of Loans, subject to the related Extension Offer; provided that at no time shall there be more than five different Classes of Loans; (iii) the final maturity date of any Extended Term Loans shall be later than the final maturity date of such Class of Loans so extended, and the Weighted Average Life to Maturity of any Loans of a Class to be extended pursuant to an Extension shall be no shorter than the Weighted Average Life to Maturity of such Class; (iv) if the aggregate principal amount of Loans of a Class in respect of which Lenders shall have accepted an Extension Offer exceeds the maximum aggregate principal amount of Loans of such Class offered to be extended by Borrower pursuant to the relevant Extension Offer, then such Loans of such Class shall be extended ratably up to such maximum amount based on the relative principal amounts thereof (not to exceed any Lender’s actual holdings of record) with respect to which such Lenders accepted such Extension Offer; (v) all documentation in respect of such Extension shall be consistent with the foregoing, and all written communications by Borrower generally directed to the applicable Lenders under the applicable Class in connection therewith shall be in form and substance consistent with the foregoing and otherwise reasonably satisfactory to Administrative Agent; and (vi) no Extension shall become effective unless, on the proposed effective date of such Extension: (A) the 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 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 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 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 purposes of this Section 2.13.

Extensions of Loans. (a) The Borrower may from time to time, pursuant to the provisions of this Section 2.132.15, agree with one or more Lenders holding Loans and Commitments of any Class (“Existing Class”) to extend the maturity date, date and otherwise modify the economic to provide for other terms of any such Loans or any portion thereof (including, without limitation, by increasing the interest rate or fees payable and/or modifying the amortization schedule in respect of such Loans) or any portion thereof consistent with this Section 2.15 (each such modification modification, an “Extension” and any Loans extended pursuant to an Extension, “Extended Term Loans”) pursuant to one or more written offers (each an “Extension Offer”) made from time to time by the Borrower to all Lenders holding Loans of the applicable Classunder any Class that is proposed to be extended under this Section 2.15, in each case on a pro rata basis (based on the relative principal amounts outstanding Commitments of each Lender in such Class (or if no such Commitments are outstanding, the outstanding amount of Loans of each Lender in such Class of each LenderClass)) and on the same terms to each such Lender. In connection with each Extension, the Borrower will provide notification to Citi the Administrative Agent (for distribution to the Lenders holding Loans of such the applicable Class), no later than 30 days prior to the maturity of such Loans, the applicable Class or Classes to be extended of the requested new maturity date for the extended Loans and Commitments of each such Class (each an “Extended Term Loans Maturity Date”) and the due date for Lender responses. In connection with any Extension, each Lender of the applicable Class wishing to participate in such Extension shall, prior to such due date, provide the Administrative Agent with a written notice thereof in a form reasonably satisfactory to the Administrative Agent. Any Lender that does not respond to an Extension Offer by the applicable due date shall be deemed to have rejected such Extension. Extended Term Loans In connection with any Extension, the Borrower shall agree to such procedures, if any, as may be deemed reasonably established by, or acceptable to, the Administrative Agent to be a separate Class accomplish the purposes of loans and this Section 2.15. (b) After giving effect to any Extension, the Commitments so extended shall cease to be a part of the Class that they were a part of immediately prior to the Extension. (b) Each Extension and shall be subject to the following: (i) no Default or Event of Default shall have occurred and be continuing at the time any Extension Offer is delivered to the Lenders or at the time of such Extension; (ii) except as to interest rates, fees, scheduled amortization, final maturity date (which shall, subject to clause (iii) below, be determined by Borrower and set forth in the relevant Extension Offer), the Extended Term Loans shall have the same terms as the a new Class of Loans, subject to the related Extension Offerhereunder; provided that at no time shall there be more than five six (6) different Classes classes of Loans; Commitments; provided further that, (i) all borrowings and all prepayments of Revolving Credit Loans shall continue to be made on a ratable basis among all Revolving Credit Lenders, based on the relative amounts of their Revolving Credit Commitments, until the repayment of the Revolving Credit Loans attributable to the non-extended Revolving Credit Commitments on the relevant Maturity Date, (ii) all prepayments of Incremental Term Loans shall continue to be made on a ratable basis among all Incremental Term Loan Lenders, based on the relative amounts of their Incremental Term Loan Commitments, until the repayment of the Incremental Term Loans attributable to the non-extended Incremental Term Loans on the relevant Maturity Date, (iii) the final maturity date allocation of the participation exposure with respect to any Extended Term Loans then-existing or subsequently issued or made Letter of Credit as between the Revolving Credit Commitments of such new “Class” and the remaining Revolving Credit Commitments shall be later than made on a ratable basis in accordance with the final maturity date of relative amounts thereof until the Maturity Date relating to such Class of Loans so extendednon-extended Revolving Credit Commitments has occurred, and the Weighted Average Life to Maturity of any Loans of a Class to be extended pursuant to an Extension shall be no shorter than the Weighted Average Life to Maturity of such Class; (iv) if the aggregate principal amount no termination of Extended Revolving Credit Commitments and no repayment of Extended Revolving Credit Loans accompanied by a corresponding permanent reduction in Extended Revolving Credit Commitments shall be permitted unless such termination or repayment (and corresponding reduction) is accompanied by at least a pro rata termination or permanent repayment (and corresponding pro rata permanent reduction), as applicable, of a Class in respect all other Classes of which Lenders Revolving Credit Loans and Revolving Credit Commitments with an earlier Maturity Date (or all such Revolving Credit Commitments and related Revolving Credit Loans shall have accepted an Extension Offer exceeds the maximum aggregate principal amount of Loans of such Class offered to be extended by Borrower pursuant to the relevant Extension Offer, then such Loans of such Class shall be extended ratably up to such maximum amount based on the relative principal amounts thereof otherwise been terminated and repaid in full) and (not to exceed any Lender’s actual holdings of recordv) with respect to which such Lenders accepted such Extension Offer; (v) all documentation in Letters of Credit, the Maturity Date with respect to the Revolving Credit Commitments cannot be extended without the prior written consent of such Extension shall be consistent with the foregoingL/C Issuers, and all the availability of the L/C Commitments cannot be extended without the prior written communications by Borrower generally directed to consent of the applicable Lenders under L/C Issuer. If the applicable Class in connection therewith shall be in form and substance consistent with Outstanding Amount exceeds the foregoing and otherwise reasonably satisfactory to Administrative Agent; and (vi) no Extension shall become effective unless, on the proposed effective date of such Extension: (A) the Administrative Agent shall have received Revolving Credit Commitment as a fully executed and delivered Committed Loan Notice; (B) as result of the date occurrence of such Extensionthe Maturity Date with respect to any Class of Revolving Credit Commitments while an extended Class of Revolving Credit Commitments remains outstanding, the representations and warranties contained herein and Borrower shall make such payments as are necessary in the other Loan Documents shall be true and correct in all material respects order to eliminate such excess 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 DefaultMaturity Date.

Extensions of Loans. (ai) The Borrower may from time to time, pursuant to the provisions of this Section 2.132.25, agree with one or more Lenders holding Loans and/or Revolving Commitments of any Class to extend the maturity date, date and otherwise modify the economic to provide for other terms of any such Loans or any portion thereof (including, without limitation, by increasing the interest rate or fees payable and/or modifying the amortization schedule in respect of such Loans) or any portion thereof consistent with this Section 2.25 (each such modification modification, an “Extension” and any Loans extended pursuant to an Extension, “Extended Term Loans”) pursuant to one or more written offers (each an “Extension Offer”) made from time to time by Borrower to all Lenders holding Loans of the applicable Classunder any Class that is proposed to be extended under this Section 2.25, in each case on a pro rata basis (based on the relative principal amounts of the outstanding Loans of such Class Revolving Commitments of each LenderLender in such Class) and on the same terms to each such Lender. In connection with each Extension, Borrower will provide notification to Citi the Administrative Agent (for distribution to the Lenders holding Loans of such the applicable Class), no later than 30 days five (5) Business Days prior to the maturity of such Loans, the applicable Class to be extended of the requested new maturity date for the extended Loans and/or Revolving Commitments of each such Class (each an “Extended Term Loans Maturity Date”) and the due date for Lender responses. In connection with any Extension, each Lender of the applicable Class wishing to participate in such Extension shall, prior to such due date, provide Administrative Agent with a written notice thereof in a form reasonably satisfactory to Administrative Agentthereof. Any Lender that does not respond to an Extension Offer by the applicable due date shall be deemed to have rejected such Extension. Extended Term In connection with any Extension, Borrower shall agree to such procedures, if any, as may be reasonably established by, or acceptable to, Administrative Agent to accomplish the purposes of this Section 2.25. (ii) After giving effect to any Extension, the Loans shall be deemed to be a separate Class of loans and and/or Revolving Commitments so extended shall cease to be a part of the Class that they were a part of immediately prior to the ExtensionExtension and shall be a new Class hereunder; provided, that, in the case of any Extension Amendment, (i) all borrowings and all prepayments of Loans shall continue to be made on a ratable basis among all Lenders, based on the relative amounts of their Revolving Commitments, until the repayment of the Loans attributable to the non-extended Revolving Commitments on the relevant Maturity Date, (ii) the allocation of the participation exposure with respect to any |US-DOCS\140731213.5|| then-existing or subsequently issued or made Letter of Credit as between the Revolving Commitments of such new “Class” and the remaining Revolving Commitments shall be made on a ratable basis in accordance with the relative amounts thereof until the Maturity Date relating to such non-extended Revolving Commitments has occurred, (iii) no termination of Extended Revolving Commitments and no repayment of Extended Revolving Loans accompanied by a corresponding permanent reduction in Extended Revolving Commitments shall be permitted unless such termination or repayment (and corresponding reduction) is accompanied by at least a pro rata termination or permanent repayment (and corresponding pro rata permanent reduction), as applicable, of the Existing Revolving Loans and Existing Revolving Commitments (or all Existing Revolving Commitments of such Class and related Existing Revolving Loans shall have otherwise been terminated and repaid in full) and (iv) with respect to Letters of Credit, the Maturity Date with respect to the Revolving Commitments may not be extended without the prior written consent of Issuing Banks. If the Total Exposure exceeds the Revolving Commitment as a result of the occurrence of the Maturity Date with respect to any Class of Revolving Commitments while an extended Class of Revolving Commitments remains outstanding, Borrower shall make such payments as are necessary in order to eliminate such excess on such Maturity Date. (biii) Each The consummation and effectiveness of each Extension shall be subject to the following: (i1) no Default or Event of Default shall have occurred and be continuing at the time any Extension Offer is delivered to the Lenders or at the time of such Extension; (ii2) except the terms and conditions of the Loans and/or Revolving Commitments extended pursuant to any Extension (as applicable, “Extended Revolving Loans” or “Extended Revolving Commitments”) shall be substantially similar to, or (taken as a whole) no more favorable to interest rates, fees, scheduled amortization, final maturity date (which shall, subject the Lenders providing such Extended Revolving Loans and/or Extended Revolving Commitments than those applicable to clause (iii) below, be determined by Borrower and set forth in the relevant Extension Offer), the Extended Term Loans shall have the same terms as the Class of LoansLoans or Revolving Commitments, as applicable, subject to the related Extension OfferAmendment (as applicable, “Existing Revolving Loans” or “Existing Revolving Commitments”); provided that at no time shall there be more than five different Classes of Loans; except (iiiA) the final maturity date of any Extended Term Revolving Loans shall be later than the final maturity date of such Class of Loans so extended, and the Weighted Average Life to Maturity of any Loans and/or Extended Revolving Commitments of a Class to be extended pursuant to an Extension shall be no shorter later than the Weighted Average Life Maturity Date of the Class of Existing Revolving Loans and/or Existing Revolving Commitments subject to the related Extension Amendment; (B) the all-in pricing (including margins, fees and premiums) with respect to the Extended Revolving Loans and/or Extended Revolving Commitments, may be higher or lower than the all-in pricing (including margins, fees and premiums) for the Existing Revolving Loans and/or Existing Revolving Commitments; (C) the revolving credit commitment fee rate with respect to the Extended Revolving Commitments may be higher or lower than the revolving credit commitment fee rate for Existing Revolving Commitments, in each case, to the extent provided in the applicable Extension Amendment; (D) no repayment of any Extended Revolving Loans shall be permitted unless such repayment is accompanied by an at least pro rata repayment of all earlier maturing Loans (including previously extended Loans) or all earlier maturing Loans (including previously extended Loans) shall otherwise be or have been repaid in full and the commitments terminated; and (E) the other terms and conditions applicable to Extended Revolving Loans and/or Extended Revolving Commitments may be on terms different than those with respect to the Existing Revolving Loans and/or Existing Revolving Commitments, as applicable, provided such terms either, at the option of the Borrower, (1) are reasonably satisfactory to the Administrative Agent (except for covenants or other provisions applicable only to periods after the Latest Maturity Date) or (2) are not materially more restrictive to the Borrower and its Subsidiaries (when taken as a whole) than the terms and conditions of this Agreement (when taken as a whole) (except for covenants or other provisions applicable only to periods after the Latest |US-DOCS\140731213.5|| Maturity Date) (it being understood that (x) to the extent that any financial maintenance covenant is added for the benefit of any such Extended Revolving Loans and/or Extended Revolving Commitments, the terms and conditions of such Extended Revolving Loans and/or Extended Revolving Commitments will be deemed not to be more restrictive than the terms and conditions of this Agreement if such financial maintenance covenant is also added for the benefit of this Agreement and (y) no consent shall be required from the Administrative Agent for terms or conditions that are more restrictive than this Agreement if such terms are added to this Agreement); provided further, that a certificate delivered to the Administrative Agent at least five (5) Business Days prior to the incurrence of such Extended Revolving Loans and/or Extended Revolving Commitments, together with a reasonably detailed description of the material terms and conditions of such Extended Revolving Loans and/or Extended Revolving Commitments or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the requirement of this definition unless the Administrative Agent notifies the Borrower within such five Business Day period that it disagrees with such determination (including a reasonable description of the basis upon which it disagrees); provided further, each Extension Amendment may, without the consent of any Lender other than the applicable extending Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent and Borrower, to give effect to the provisions of this Section 2.25, including any amendments necessary to treat the applicable Loans and/or Revolving Commitments of the extending Lenders as a new “Class” of loans and/or commitments hereunder; provided however, no Extension Amendment may provide for any Class of Extended Revolving Loans or Extended Revolving Commitments to be secured by any Collateral or other assets of any Obligor that does not also secure the Existing Revolving Loans or Existing Revolving Commitments and no Extended Revolving Loans and/or Extended Revolving Commitments shall be guaranteed by any person other than a Guarantor; (iv3) if the aggregate principal a minimum amount of Loans of a Class in respect of which Lenders shall have accepted an such Extension Offer exceeds the maximum aggregate principal amount of Loans of such Class offered (to be extended by Borrower pursuant to determined in Borrower’s discretion and specified in the relevant Extension Offer, then such Loans of such Class but in no event less than $10,000,000, unless another amount is agreed to by Administrative Agent) shall be extended ratably up to such maximum amount based on the relative principal amounts thereof (not to exceed any Lender’s actual holdings of record) with respect to which such Lenders accepted such Extension Offer; (v) all documentation in respect of such Extension shall be consistent with the foregoing, and all written communications by Borrower generally directed to the applicable Lenders under the applicable Class in connection therewith shall be in form and substance consistent with the foregoing and otherwise reasonably satisfactory to Administrative Agentsatisfied; and (vi4) no Extension shall become effective unless, on the proposed effective date of such Extension: , the conditions set forth in Section 4.02 shall be satisfied (A) with all references in such Section to a Credit Event being deemed to be references to the Extension on the applicable date of such Extension), and Administrative Agent shall have received a fully executed and delivered Committed Loan Notice; (B) as of certificate to that effect dated the applicable date of such ExtensionExtension and executed by an Responsible Officer of Borrower. (iv) For the avoidance of doubt, it is understood and agreed that the representations provisions of Section 2.19 and warranties contained herein Section 11.02 will not apply to Extensions of Loans and/or Revolving Commitments, as applicable, pursuant to Extension Offers made pursuant to and in accordance with the provisions of this Section 2.25, including to any payment of interest or fees in respect of any Extended Revolving Loans and/or Extended Revolving Commitments, as applicable, that have been extended pursuant to an Extension at a rate or rates different from those paid or payable in respect of Loans of any other Class, in each case as is set forth in the relevant Extension Offer. (v) The Lenders hereby irrevocably authorize Administrative Agent to enter into amendments (collectively, “Extension Amendments”) to this Agreement and the other Loan Documents shall as may be true and correct necessary in all material respects on and order to establish new Classes of Loans and/or Revolving Commitments, as of such date to the same extent as though made on and as of that dateapplicable, except to the extent such representations and warranties specifically relate created pursuant 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 thatExtension, in each casecase on terms consistent with this Section 2.25. Without limiting the foregoing, such materiality qualifier shall not be applicable as a condition to any representations and warranties that already are qualified or modified by materiality in the text thereof; and (C) as of the date effectiveness of such |US-DOCS\140731213.5|| Extension, no event the Borrower shall have occurred and deliver or cause to be continuing delivered any customary legal opinions or would result from other certificates reasonably requested by the consummation of Administrative Agent in connection with any such Extension that would constitute an Event of Default or a Defaulttransaction.

Extensions of Loans. (a) The Borrower may from time to time, pursuant to the provisions of this Section 2.132.25, agree with one or more Lenders holding Loans or Commitments of any Class to extend the maturity datedate (the original maturity date in respect of any such Class, an “Original Maturity Date”) and otherwise modify the economic terms of any such Loans Class or any portion thereof (including, without limitation, by increasing changing the interest rate or fees payable and/or modifying the amortization schedule or call premium in respect of any Loans of such Loans) Class or any portion thereof thereof) (each such modification modification, an “Extension” and any Loans extended pursuant to an Extension, “Extended Term Loans”) pursuant to one or more written offers (each each, an “Extension Offer”) made from time to time by the Borrower to all Lenders holding Loans of the applicable Classunder any Class that is proposed to be extended under this Section 2.25, in each case on a pro rata basis (based on the relative principal amounts of the outstanding Loans of such Class and Commitments of each LenderLender in such Class) and on the same terms to each such Lender. In connection with each Extension, the Borrower will provide notification to Citi the Administrative Agent (for distribution to the Lenders holding Loans of such the applicable Class), no later than 30 10 days (or such shorter period as the Administrative Agent may agree) prior to the maturity of such Loans, the applicable Class or Classes to be extended of the requested new maturity date for the extended Loans and/or Commitments of each such Class (each, an “Extended Term Loans Maturity Date”) and the due date for Lender responses. In connection with any Extension, each Lender of the applicable Class wishing to participate in such Extension shall, prior to such due date, provide the Administrative Agent with a written notice thereof in a form reasonably satisfactory to the Administrative Agent. Any Lender that does not respond to an Extension Offer by the applicable due date shall be deemed to have rejected such Extension Offer. After giving effect to any Extension. Extended Term , the Loans shall be deemed to be a separate Class of loans and or Commitments, as applicable, so extended shall cease to be a part of the Class they were a part of immediately prior to the ExtensionExtension (the “Original Class”) and shall be a new Class hereunder (the portion of such Original Class that is extended, the “Extended Class,” and the portion of such Original Class that is not extended, the “Non-Extended Class”). (b) Each Extension shall be subject to the following: (i) no Default or Event of Default shall have occurred and be continuing at the time any Extension Offer is delivered to the Lenders or at the time of such Extension; (ii) except as to interest ratesrate margins, interest rate floors, fees, original issue discount, call protection, scheduled amortization, voluntary and mandatory prepayments and final maturity date (which shall, subject to clause (iiiii) below, be determined by the Borrower and set forth in the relevant Extension Offer), the Extended Term Loans or Commitments, as applicable, of any Lender extended pursuant to any Extension shall have the same terms as the Class of LoansLoans or Commitments, as applicable, subject to the related Extension Offer, except to the extent necessary to provide for covenants and other terms applicable to any period after the Maturity Date of such Class in effect immediately prior to such Extension (other than that applicable to the Commitments or Loans subject to such Extension); provided that at no time shall there be more than five different Classes of Loans;96 (iiiii) the final maturity date Extended Maturity Date of any Extended Term Loans or Commitments, as applicable, of a Class being extended pursuant to an Extension shall be later than the final maturity date Maturity Date of such Class of Loans so extendedClass, and the Weighted Average Life weighted average life to Maturity maturity of any Loans or Commitments, as applicable, of a Class to be being extended pursuant to an Extension shall be no shorter than the Weighted Average Life weighted average life to Maturity maturity of such Class; (iii) the Loans or Commitments being extended pursuant to an Extension 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 Amendment; (iv) if the aggregate principal amount of Loans or Commitments, as applicable, of a Class in respect of which Lenders shall have accepted an Extension Offer exceeds the maximum aggregate principal amount of Loans or Commitments, as the case may be, of such Class offered to be extended by the Borrower pursuant to the relevant Extension Offer, then such Loans or Commitments, as applicable, of such Class shall be extended ratably up to such maximum amount based on the relative principal amounts thereof (not to exceed any Lender’s actual holdings of record) with respect to which such Lenders accepted such Extension Offer; (v) all documentation in respect of such Extension shall be consistent with the foregoing, and all written communications by the Borrower generally directed to the applicable Lenders under the applicable Class in connection therewith shall be in form and substance consistent with the foregoing and otherwise reasonably satisfactory to Administrative Agent; (vi) any applicable Minimum Extension Condition (as defined below) shall be satisfied; and (vivii) no Extension shall become effective unless, on the proposed effective date of such Extension: , the conditions set forth in Section 4.2 shall be satisfied (A) with all references in such Section to a Credit Date being deemed to be references to the Extension on the applicable date of such Extension), and the Administrative Agent shall have received a fully executed and delivered Committed Loan Notice; (B) as of certificate to that effect dated the applicable date of such ExtensionExtension and executed by a Responsible Officer of the Borrower. (c) The consummation and effectiveness of any Extension will be subject to a condition set forth in the relevant Extension Offer (a “Minimum Extension Condition”) that Lenders of the applicable Class holding a minimum amount of the Loans (to be determined in the Borrower’s discretion and specified in the relevant Extension Offer but in no event less than $5,000,000 unless another amount is agreed to by the Administrative Agent) accept such Extension Offer. For the avoidance of doubt, it is understood and agreed that the representations provisions of Section 2.18 and warranties contained herein Section 9.1 will not apply to Extensions of any Loans or Commitments, as applicable, pursuant to Extension Offers made pursuant to and in accordance with the provisions of this Section 2.25, including to any payment of interest or fees in respect of any Loans or Commitments, as applicable, that have been extended pursuant to an Extension at a rate or rates different from those paid or payable in respect of Loans or Commitments, as applicable, of any other Class, in each case as is set forth in the relevant Extension Offer. 97 (d) On the Original Maturity Date, with respect to each Lender’s Loans or Commitments under any Non-Extended Class, immediately upon the repayment of all amounts owing to such Lender in respect of such Non-Extended Class and the termination of such Lender’s Commitments, if any, thereunder (the “Terminated Loans/Commitments”), at the Borrower’s election (upon prior written notice to the Administrative Agent), such Terminated Loans/Commitments may be deemed to be reallocated, in whole or in part, to one or more Persons who agree to provide Loans or Commitments (“Replacement Loans/Commitments”) hereunder having the same terms and conditions as the Extended class and who are permitted to become Lenders hereunder pursuant to and in accordance with the provisions of Section 9.6, and at all times thereafter, such Replacement Loans/Commitments shall be deemed to be Loans and/or Commitments, as applicable, of the Extended Class; provided that, for the avoidance of doubt, in no event shall the aggregate principal amount of such Replacement Loans/Commitments exceed the aggregate principal amount of Terminated Loans/Commitments with respect to the related Non-Extended Class. (e) The Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments (collectively, “Extension Amendments”) to this Agreement and the other Loan Documents shall as may be true and correct necessary in all material respects on and order establish new Classes of Loans or Commitments, as of such date to the same extent as though made on and as of that dateapplicable, except to the extent such representations and warranties specifically relate created pursuant to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects Extension (including any Replacement Loans/Commitments established on and as of such earlier date; provided thatany Original Maturity Date pursuant to clause (d) above), in each casecase on terms consistent with this Section 2.25. Notwithstanding the foregoing, such materiality qualifier the Administrative Agent shall have the right (but not be applicable the obligation) to seek the advice or concurrence of the Required Lenders with respect to any representations matter contemplated by this Section 2.25 and, if the Administrative Agent seeks such advice or concurrence, the Administrative Agent shall be permitted to enter into such amendments with the Borrower in accordance with any instructions received from such Required Lenders and warranties shall also be entitled to refrain from entering into such amendments with the Borrower unless and until it shall have received such advice or concurrence; provided, however, that already are qualified whether or modified not there has been a request by materiality the Administrative Agent for any such advice or concurrence, all such Extension Amendments entered into with the Borrower by the Administrative Agent hereunder shall be binding on the Lenders. Without limiting the foregoing, in connection with any Extension, the text thereof; andappropriate Loan Parties shall (at their expense) amend (and the Administrative Agent is hereby directed to amend) any Mortgage (or any other Security Document that the Administrative Agent reasonably requests to be amended to reflect an Extension) that has a maturity date prior to the latest Extended Maturity Date so that such maturity date is extended to the then latest Extended Maturity Date (or such later date as may be advised by local counsel to the Administrative Agent). (Cf) as of the date of such In connection with any Extension, no event the Borrower shall have occurred provide the Administrative Agent at least 10 days’ (or such shorter period as may be agreed by the Administrative Agent) prior written notice thereof, and shall agree to such procedures, if any, as may be continuing reasonably established by, or would result from acceptable to, the consummation Administrative Agent to accomplish the purposes of such Extension that would constitute an Event of Default or a Default.this Section 2.25. 98

Extensions of Loans. (a) The Borrower may from time to time, pursuant to the provisions of this Section 2.132.15, agree with one or more Revolving Credit Lenders holding Revolving Credit Loans and Revolving Credit Commitments of any Class (“Existing Class”) to extend the maturity date, date and otherwise modify the economic to provide for other terms of any such Loans or any portion thereof (including, without limitation, by increasing the interest rate or fees payable and/or modifying the amortization schedule in respect of such Loans) or any portion thereof consistent with this Section 2.15 (each such modification modification, an “Extension” and any Loans extended pursuant to an Extension, “Extended Term Loans”) pursuant to one or more written offers (each an “Extension Offer”) made from time to time by the Borrower to all Revolving Credit Lenders holding Loans of the applicable Classunder any Class that is proposed to be extended under this Section 2.15, in each case on a pro rata basis (based on the relative principal amounts of the outstanding Loans of such Class Revolving Credit Commitments of each LenderRevolving Credit Lender in such Class) and on the same terms to each such Revolving Credit Lender. In connection with each Extension, the Borrower will provide notification to Citi the Administrative Agent (for distribution to the Revolving Credit Lenders holding Loans of such the applicable Class), no later than 30 days prior to the maturity of such Loans, the applicable Class or Classes to be extended of the requested new maturity date for the extended Revolving Credit Loans of each such Class (each an “Extended Term Loans Maturity Date”) and the due date for Revolving Credit Lender responses. In connection with any Extension, each Revolving Credit Lender of the applicable Class wishing to participate in such Extension shall, prior to such due date, provide the Administrative Agent with a written notice thereof in a form reasonably satisfactory to the Administrative Agent. Any Revolving Credit Lender that does not respond to an Extension Offer by the applicable due date shall be deemed to have rejected such Extension. Extended Term Loans In connection with any Extension, the Borrower shall agree to such procedures, if any, as may be deemed reasonably established by, or acceptable to, the Administrative Agent to be a separate Class accomplish the purposes of loans and this Section 2.15. (b) After giving effect to any Extension, the Revolving Credit Commitments so extended shall cease to be a part of the Class that they were a part of immediately prior to the ExtensionExtension and shall be a new Class hereunder; provided that at no time shall there be more than two different classes of Revolving Credit Commitments; provided further that, (i) all borrowings and all prepayments of Revolving Credit Loans shall continue to be made on a ratable basis among all Revolving Credit Lenders, based on the relative amounts of their Revolving Credit Commitments, until the repayment of the Revolving Credit Loans attributable to the non-extended Revolving Credit Commitments on the relevant Maturity Date, (ii) the allocation of the participation exposure with respect to any then-existing or subsequently issued or made Letter of Credit as between the Revolving Credit Commitments of such new “Class” and the remaining Revolving Credit Commitments shall be made on a ratable basis in accordance with the relative amounts thereof until the Maturity Date relating to such non-extended Revolving Credit Commitments has occurred, (iii) no termination of Extended Revolving Credit Commitments and no repayment of Extended Revolving Credit Loans accompanied by a corresponding permanent reduction in Extended Revolving Credit Commitments shall be permitted unless such termination or repayment (and corresponding reduction) is accompanied by at least a pro rata termination or permanent repayment (and corresponding pro rata permanent reduction), as applicable, of all other Classes of Revolving Credit Loans and Revolving Credit Commitments with an earlier Maturity Date (or all such Revolving Credit Commitments and related Revolving Credit Loans shall have otherwise been terminated and repaid in full) and (iv) with respect to Letters of Credit, the Maturity Date with respect to the Revolving Credit Commitments cannot be extended without the prior written consent of the L/C Issuers, and the availability of the L/C Commitments cannot be extended without the prior written consent of the applicable L/C Issuer. If the Outstanding Amount exceeds the Revolving Credit Commitment as a result of the occurrence of the Maturity Date with respect to any Class of Revolving Credit Commitments while an extended Class of Revolving Credit Commitments remains outstanding, the Borrower shall make such payments as are necessary in order to eliminate such excess on such Maturity Date. (bc) Each The consummation and effectiveness of each Extension shall be subject to the followingfollowing both before and after giving effect thereto: (i) no Default or Event of Default shall have occurred and be continuing at the time any Extension Offer is delivered to the Revolving Credit Lenders or at the time of such Extension; (ii) except as the Revolving Credit Commitments of any Revolving Credit Lender extended pursuant to interest ratesany Extension (“Extended Revolving Credit Commitments” and the loans thereunder, fees, scheduled amortization, final maturity date (which shall, subject to clause (iii“Extended Revolving Credit Loans”) below, be determined by Borrower and set forth in the relevant Extension Offer), the Extended Term Loans shall have the same terms as the Class of Loans, Revolving Credit Commitments subject to the related Extension OfferAmendment (“Existing Revolving Credit Commitments” and the loans thereunder, “Existing Revolving Credit Loans”); provided that at no time shall there be more than five different Classes of Loans; except (iiiA) the final maturity date of any Extended Term Revolving Credit Commitments and Extended Revolving Credit Loans of a Class to be extended pursuant to an Extension shall be later than the final maturity date Maturity Date of such the Class of Existing Revolving Credit Commitments and Existing Revolving Credit Loans so extendedsubject to the related Extension Amendment, and the Weighted Average Life to Maturity of any Extended Revolving Credit Commitments and Extended Revolving Credit Loans of a Class to be extended pursuant to an Extension shall be no shorter than the Weighted Average Life to Maturity of such Class; (iv) if the aggregate principal amount Class of Existing Revolving Credit Commitments and Existing Revolving Credit Loans of a Class in respect of which Lenders shall have accepted an Extension Offer exceeds the maximum aggregate principal amount of Loans of such Class offered to be extended by Borrower pursuant subject to the relevant related Extension OfferAmendment; (B) the all-in pricing (including, then such Loans of such Class shall be extended ratably up without limitation, with respect to such maximum amount based on the relative principal amounts thereof (not to exceed any Lender’s actual holdings of recordmargins, fees and premiums) with respect to which such Lenders accepted such Extension Offer; the Extended Revolving Credit Commitments and Extended Revolving Credit Loans may be higher or lower than the all-in pricing (vincluding, without limitation, margins, fees and premiums) all documentation in for the Existing Revolving Credit Commitments and Existing Revolving Credit Loans; (C) the revolving credit commitment fee rate with respect to the Extended Revolving Credit Commitments may be higher or lower than the revolving credit commitment fee rate for Existing Revolving Credit Commitments; (D) no repayment of such Extension any Extended Revolving Credit Loans and no cancellation of any Extended Revolving Credit Commitments shall be consistent permitted unless such repayment or cancellation, as applicable, is accompanied by an at least pro rata repayment or cancellation, as applicable, of all earlier maturing Revolving Credit Loans and Revolving Credit Commitments (including previously extended Revolving Credit Loans and Revolving Credit Commitments) (or all earlier maturing Revolving Credit Loans and Revolving Credit Commitments (including previously extended Revolving Credit Loans and Revolving Credit Commitments) shall otherwise be or have been terminated and repaid in full); (E) the Extended Revolving Credit Commitments may contain a “most favored nation” provision for the benefit of Revolving Credit Lenders holding Extended Revolving Credit Commitments; and (F) the other terms and conditions applicable to Extended Revolving Credit Commitments and Extended Revolving Credit Loans may be terms different than those with the foregoing, and all written communications by Borrower generally directed respect to the applicable Lenders under Existing Revolving Credit Commitments and Existing Revolving Credit Loans, so long as such terms and conditions only apply after the Latest Maturity Date in effect at the time of the Extension; provided further, each Extension Amendment may, without the consent of any Revolving Credit Lender other than the applicable Class in connection therewith shall be in form extending Revolving Credit Lenders, effect such amendments to this Agreement and substance consistent with the foregoing and otherwise reasonably satisfactory to Administrative Agent; and (vi) no Extension shall become effective unless, on the proposed effective date of such Extension: (A) the 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 as may be true necessary or appropriate, in the opinion of the Administrative Agent and correct in all material respects on and as of such date the Borrower, to give effect to the same extent provisions of this Section 2.15, including any amendments necessary to treat the applicable Revolving Credit Loans and/or Revolving Credit Commitments of the extending Revolving Credit Lenders as though made on and as a new “Class” 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 dateloans and/or commitments hereunder; 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 Extensionhowever, no event shall have occurred Extension Amendment may provide for any Class of Extended Revolving Credit Commitments and Extended Revolving Credit Loans to be continuing secured by any Collateral or would result from other assets of any Loan Party that does not also secure the consummation of such Extension that would constitute an Event of Default or a Default.Existing Revolving Credit Commitments and Existing Revolving Credit Loans;

Extensions of Loans. (a) The Borrower may from time to time, pursuant to the provisions of this Section 2.132.22, agree with one or more Lenders holding Loans of any Class to extend the maturity date, and otherwise modify the economic terms of any such Loans Class or any portion thereof (including, without limitation, by increasing the interest rate or fees payable and/or modifying the amortization schedule in respect of any Loans of such Loans) Class or any portion thereof (each such modification an “Extension” and any Loans extended pursuant to an Extension, “Extended Term Loans”) pursuant to one or more written offers (each an “Extension Offer”) made from time to time by Borrower to all Lenders holding Loans of the applicable Classunder any Class that is proposed to be extended under this Section 2.22, in each case on a pro rata basis (based on the relative principal amounts of the outstanding Loans of each Lender in such Class of each LenderClass) and on the same terms to each such Lender, which Extension Offer may be conditioned as determined by Borrower and set forth in such offer. In connection with each Extension, Borrower will provide notification to Citi Administrative Agent (for distribution to the Lenders holding Loans of such the applicable Class), no later than 30 days prior to the maturity of such Loans, the applicable Class or Classes to be extended of the requested new maturity date for the extended Loans of each such Class (each, an “Extended Term Loans Maturity Date”) and the due date for Lender responses. In connection with any Extension, each Lender of the applicable Class wishing to participate in such Extension shall, prior to such due date, provide Administrative Agent with a written notice thereof in a form reasonably satisfactory to Administrative Agentthereof. Any Lender that does not respond to an Extension Offer by the applicable due date shall be deemed to have rejected such Extension. Extended Term After giving effect to any Extension, the Loans shall be deemed to be a separate Class of loans and so extended shall cease to be a part of the Class they were a part of immediately prior to the ExtensionExtension and shall be a new Class hereunder. (b) Each Extension shall be subject to the following: (i) no Default or Event of Default shall have occurred and be continuing at the time any Extension Offer is delivered to the Lenders or at the time of such Extension; (ii) except as to interest rates, fees, scheduled amortization, amortization and final maturity date (which shall, subject to clause (iii) below, be determined by Borrower and set forth in the relevant Extension Offer), the Extended Term Loans of any Lender extended pursuant to any Extension shall have the same terms as the Class of Loans, Loans subject to the related Extension Offer; provided that at no time shall there be more than five different Classes of Loans; (iii) the final maturity date of any Extended Term Loans of a Class to be extended pursuant to an Extension shall be later than the final maturity date of such Class of Loans so extendedClass, and the Weighted Average Life weighted average life to Maturity maturity of any Loans of a Class to be extended pursuant to an Extension shall be no shorter than the Weighted Average Life weighted average life to Maturity maturity of such Class; (iv) if the aggregate principal amount of Loans of a Class in respect of which Lenders shall have accepted an Extension Offer exceeds the maximum aggregate principal amount of Loans of such Class offered to be extended by Borrower pursuant to the relevant Extension Offer, then such Loans of such Class shall be extended ratably up to such maximum amount based on the relative principal amounts thereof (not to exceed any Lender’s actual holdings of record) with respect to which such Lenders accepted such Extension Offer; (v) all documentation in respect of such Extension shall be consistent with the foregoing, and all written communications by Borrower generally directed to the applicable Lenders under the applicable Class in connection therewith shall be in form and substance consistent with the foregoing and otherwise reasonably satisfactory to Administrative Agent; (vi) any applicable Minimum Extension Condition (as defined below) shall be satisfied; (vii) no more than three Extensions may be effectuated hereunder; and (viviii) no Extension shall become effective unless, on the proposed effective date of such Extension: , (A1) the 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 Credit Documents shall be are true and correct in all material respects on and as of the applicable date of such date Extension 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 thereof and (C2) as of the date of such Extension, no event shall have occurred and be continuing or would result from the consummation of such the applicable Extension that would constitute an Event of Default Default; and Administrative Agent shall have received a certificate to the effect of the foregoing dated the applicable date of such Extension and executed by an Authorized Officer of Borrower. (c) The consummation and effectiveness of any Extension will be subject to a condition set forth in the relevant Extension Offer (a “Minimum Extension Condition”) that a minimum amount (to be determined in Borrower’s discretion and specified in the relevant Extension Offer, but in no event less than $25,000,000, unless another lesser amount is agreed to by Administrative Agent). For the avoidance of doubt, it is understood and agreed that the provisions of Section 2.14 (Ratable Sharing) and Section 10.5 (Amendments and Waivers) will not apply to Extensions of Loans pursuant to Extension Offers made pursuant to and in accordance with the provisions of this Section 2.22, including to any payment of interest or fees in respect of any Loans that have been extended pursuant to an Extension at a Defaultrate or rates different from those paid or payable in respect of Loans of any other Class, in each case as is set forth in the relevant Extension Offer. (d) No Lender who rejects any request for an Extension shall be deemed a Non-Consenting Lender for purposes of Section 2.20

Extensions of Loans. (a) The 2.5.1. Borrower may from time to time, pursuant to the provisions of this Section 2.132.5, agree with one or more Lenders holding Loans and Commitments of any Class (“Existing Class”) to extend the maturity date, date and otherwise modify the economic to provide for other terms of any such Loans or any portion thereof (including, without limitation, by increasing the interest rate or fees payable and/or modifying the amortization schedule in respect of such Loans) or any portion thereof consistent with this Section 2.5 (each such modification modification, an “Extension” and any Loans extended pursuant to an Extension, “Extended Term Loans”) pursuant to one or more written offers (each an “Extension Offer”) made US-DOCS\135051485.13 from time to time by Borrower to all Lenders holding Loans of the applicable Classunder any Class that is proposed to be extended under this Section 2.5, in each case on a pro rata basis (based on the relative principal amounts of the outstanding Loans of each Lender in such Class of each LenderClass) and on the same terms to each such Lender. In connection with each Extension, Borrower will provide notification to Citi Administrative Agent (for distribution to the Lenders holding Loans of such the applicable Class), no later than 30 days prior to the maturity of such Loans, the applicable Class or Classes to be extended of the requested new maturity date for the extended Loans of each such Class (each an “Extended Term Loans Maturity Date”) and the due date for Lender responses. In connection with any Extension, each Lender of the applicable Class wishing to participate in such Extension shall, prior to such due date, provide Administrative Agent with a written notice thereof in a form reasonably satisfactory to Administrative Agent. Any Lender that does not respond to an Extension Offer by the applicable due date shall be deemed to have rejected such Extension. Extended Term In connection with any Extension, Borrower shall agree to such procedures, if any, as may be reasonably established by, or acceptable to, Administrative Agent to accomplish the purposes of this Section 2.5. 2.5.2. After giving effect to any Extension, the Loans shall be deemed to be a separate Class of loans and so extended shall cease to be a part of the Class that they were a part of immediately prior to the ExtensionExtension and shall be a new Class hereunder; provided that at no time shall there be more than seven different Classes of Loans. (b) Each 2.5.3. The consummation and effectiveness of each Extension shall be subject to the following: (ia) no Default or Event of Default shall have occurred and be continuing at the time any Extension Offer is delivered to the Lenders or at the time of such Extension; (iib) except the Loans of any Lender extended pursuant to any Extension (as to interest ratesapplicable, fees, scheduled amortization, final maturity date (which shall, subject to clause (iii“Extended Loans”) below, be determined by Borrower and set forth in the relevant Extension Offer), the Extended Term Loans shall have the same terms as the Existing Class of Loans, Loans subject to the related proposed Extension OfferAmendment (without giving effect to the amendments effected by such Extension Amendment, the “Existing Loans”); provided that at no time shall there be more than five different Classes of Loans; except (iiiA) the final maturity date of any Extended Term Loans of a Class to be extended pursuant to an Extension shall be later than the final maturity date of such Class of Loans so extendedthe related Existing Loans, and the Weighted Average Life weighted average life to Maturity maturity of any Extended Loans of a Class to be extended pursuant to an Extension shall be no shorter than the Weighted Average Life weighted average life to Maturity maturity of such Class; the related Existing Loans; (ivB) if the aggregate principal amount of Loans of a Class all-in respect of which Lenders shall have accepted an Extension Offer exceeds the maximum aggregate principal amount of Loans of such Class offered to be extended by Borrower pursuant to the relevant Extension Offerpricing (including, then such Loans of such Class shall be extended ratably up to such maximum amount based on the relative principal amounts thereof (not to exceed any Lender’s actual holdings of recordwithout limitation, margins, fees and premiums) with respect to which such Lenders accepted such Extension Offer; the Extended Loans may be higher or lower than the all-in pricing (vincluding, without limitation, margins, fees and premiums) all documentation in respect for the related Existing Loans; (C) no repayment of such Extension any Extended Loans shall be consistent permitted unless such repayment is accompanied by an at least pro rata repayment of all earlier maturing Loans (including previously extended Loans) (or all earlier maturing Loans (including previously extended Loans) shall otherwise be or have been terminated and repaid in full); (D) the Extended Loans may contain a “most favored nation” provision for the benefit of Lenders holding Extended Loans; and (E) the other terms and conditions applicable to Extended Loans may be terms different than those with the foregoing, and all written communications by Borrower generally directed respect to the applicable Lenders under related Existing Loans, so long as such terms and conditions only apply after the final maturity date of the related Existing Loans; provided further, each Extension Amendment may, without the consent of any Lender other than the applicable Class in connection therewith shall be in form extending Lenders, effect such amendments to this Agreement and substance consistent with the foregoing and otherwise reasonably satisfactory to Administrative Agent; and (vi) no Extension shall become effective unless, on the proposed effective date of such Extension: (A) the 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 as may be true necessary or appropriate, in the reasonable opinion of Administrative Agent and correct in all material respects on and as of such date Xxxxxxxx, to give effect to the same extent provisions of this Section 2.5, including any amendments necessary to treat the applicable Loans of the extending Lenders as though made on and as a new “Class” 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 dateloans hereunder; 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 Extensionhowever, no event shall have occurred and Extension Amendment may provide for any Class of Extended Loans to be continuing secured by any Collateral or would result from other assets of any Obligor that does not also secure the consummation of such Extension that would constitute an Event of Default or a Default.related Existing Loans;

Extensions of Loans. (a) The Borrower may from time to time, pursuant to the provisions of this Section 2.13, agree with one or more Lenders holding Loans to extend the maturity date, and otherwise modify the economic terms of any such Loans or any portion thereof (including, without limitation, by increasing the interest rate or fees payable and/or modifying the amortization schedule in respect of such Loans) or any portion thereof (each such modification an “Extension” and any Loans extended pursuant to an Extension, “Extended Term Loans”) pursuant to one or more written offers (each 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 of such Class of each Lender) and on the same terms to each such Lender. In connection with each Extension, Borrower will provide notification to Citi (for distribution to the 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 respond to an Extension Offer by the applicable due date shall be deemed to have rejected such Extension. Extended Term Loans shall be deemed to be a separate Class of loans and shall cease to be a part of the Class they were a part of immediately prior to the Extension. (b) Each Extension shall be subject to the following: : (i) no Default or Event of Default shall have occurred and be continuing at the time any Extension Offer is delivered to the Lenders or at the time of such Extension; ; (ii) except as to interest rates, fees, scheduled amortization, final maturity date (which shall, subject to clause (iii) below, be determined by Borrower and set forth in the relevant Extension Offer), the Extended Term Loans shall have the same terms as the Class of Loans, subject to the related Extension Offer; provided that at no time shall there be more than five different Classes of Loans; ; -70- (iii) the final maturity date of any Extended Term Loans shall be later than the final maturity date of such Class of Loans so extended, and the Weighted Average Life to Maturity of any Loans of a Class to be extended pursuant to an Extension shall be no shorter than the Weighted Average Life to Maturity of such Class; ; (iv) if the aggregate principal amount of Loans of a Class in respect of which Lenders shall have accepted an Extension Offer exceeds the maximum aggregate principal amount of Loans of such Class offered to be extended by Borrower pursuant to the relevant Extension Offer, then such Loans of such Class shall be extended ratably up to such maximum amount based on the relative principal amounts thereof (not to exceed any Lender’s actual holdings of record) with respect to which such Lenders accepted such Extension Offer; ; (v) all documentation in respect of such Extension shall be consistent with the foregoing, and all written communications by Borrower generally directed to the applicable Lenders under the applicable Class in connection therewith shall be in form and substance consistent with the foregoing and otherwise reasonably satisfactory to Administrative Agent; and and (vi) no Extension shall become effective unless, on the proposed effective date of such Extension: (A) the 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 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 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 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 purposes of this Section 2.13.

Extensions of Loans. (a) The Borrower may from time to time, pursuant to the provisions of this Section 2.132.23, agree with one or more Lenders holding Loans of any Class to extend the maturity date, and in connection with such extension, otherwise modify the economic terms of any such Loans Class or any portion thereof (including, without limitation, by increasing the interest rate or fees payable and/or modifying the amortization schedule in respect of such Loans) Loans of such Class or any portion thereof (each such modification an “Extension” and any Loans extended pursuant to an Extension, “Extended Term Loans”) pursuant to one or more written offers (each an “Extension Offer”) made from time to time by the Borrower to all Lenders holding Loans of the applicable Classunder any Class that is proposed to be extended under this Section 2.23, in each case on a pro rata basis (based on the relative principal amounts of the outstanding Loans of each Lender in such Class of each LenderClass) and on the same terms to each such Lender. In connection with each Extension, the Borrower will provide notification to Citi the Administrative Agent (for distribution to the Lenders holding Loans of such the applicable Class), no later than thirty 30 days prior to the maturity of such Loans, the applicable Class or Classes to be extended of the requested new maturity date for the extended Loans of each such Class (each an “Extended Term Loans Maturity Date”) and the due date for Lender responses. In connection with any Extension, each Lender of the applicable Class wishing to participate in such Extension shall, prior to such due date, provide the Administrative Agent with a written notice thereof in a form reasonably satisfactory to the Administrative Agent. Any Lender that does not respond to an Extension Offer by the applicable due date shall be deemed to have rejected such Extension. Extended Term After giving effect to any Extension, the Loans shall be deemed to be a separate Class of loans and so extended shall cease to be a part of the Class they were a part of immediately prior to the ExtensionExtension and shall be a new Class hereunder. (b) Each Extension extension shall be subject to the following: : (i) no Default or Event of Default shall have occurred and be continuing exist at the time any Extension Offer is delivered to the Lenders or at the time of such Extension; ; (ii) except as to interest rates, fees, scheduled amortization, final maturity date and Incremental Loans under Section 2.20 (which shall, subject to clause (iii) below, be determined by the Borrower and set forth in the relevant Extension Offer), the Extended Term Loans of any Lender extended pursuant to any Extension shall have the same terms as the Class of Loans, Loans subject to the related Extension Offer; provided that at no time shall there be more than five different Classes of Loans; (iii) the final maturity date of any Extended Term Loans of a Class to be extended pursuant to an Extension shall be at least six (6) months later than the final maturity date of such Class of Loans so extended, and the Weighted Average Life weighted average life to Maturity maturity of any Loans of a Class to be extended pursuant to an Extension shall be no shorter than the Weighted Average Life weighted average life to Maturity maturity of such Class; ; (iv) if the aggregate principal amount of Loans of a Class in respect of which Lenders shall have accepted an Extension Offer exceeds the maximum aggregate principal amount of Loans of such Class offered to be extended by the Borrower pursuant to the relevant Extension Offer, then such Loans of such Class shall be extended ratably up to such maximum amount based on the relative principal amounts thereof (not to exceed any Lender’s actual holdings of record) with respect to which such Lenders accepted such Extension Offer; ; (v) all documentation in respect of such Extension shall be consistent with the foregoing, and all written communications by the Borrower generally directed to the applicable Lenders under the applicable Class in connection therewith shall be in form and substance consistent with the foregoing and otherwise reasonably satisfactory to the Administrative Agent; and (vi) any applicable Minimum Extension Condition (as defined below) shall be satisfied; and (vii) no Extension shall become effective unless, on the proposed effective date of such Extension: , the conditions set forth in Section 4.01 shall be satisfied (A) with all references in such Section to a Credit Event being deemed to be references to the Extension on the applicable date of such Extension), and the Administrative Agent shall have received a fully certificate to that effect dated the applicable date of such Extension and executed and delivered Committed Loan Notice;by an Authorized Officer of the Borrower. (Bc) If at the time any Extension of Loans (as of so extended, “Current Extension Loans”) becomes effective, any other Class remains outstanding, then, if the All-In Yield for any Current Extension Loan exceeds the then applicable All-In Yield for the Term Loan A Loans, Term Loan B Loans or Revolving Facility Loans, as applicable, by more than 50 basis points then each Applicable Margin for the Term Loan A Loans, Term Loan B Loans or Revolving Facility Loans, as applicable, for each adversely affected existing Facility shall automatically be increased by the Margin Differential effective upon the date of such Extensionthe Extensions. (d) The consummation and effectiveness of any Extension will be subject to a condition set forth in the relevant Extension Offer (a “Minimum Extension Condition”) that a minimum amount (to be determined in the Borrower’s discretion and specified in the relevant Extension Offer, but in no event less than U.S.$25.0 million, unless another amount is agreed to by the representations Administrative Agent) be so extended. For the avoidance of doubt, it is understood and warranties contained herein agreed that the provisions of Section 2.18 and Section 9.08 will not apply to Extensions of Loans pursuant to Extension Offers made pursuant to and in accordance with the provisions of this Section 2.23, including to any payment of interest or fees in respect of any Loans that have been extended pursuant to an Extension at a rate or rates different from those paid or payable in respect of Loans of any other Class, in each case as is set forth in the relevant Extension Offer. (e) No Lender who rejects any request for an Extension shall be deemed a Non-Consenting Lender for purposes of Section 2.19. (f) The Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments (collectively, “Extension Amendments”) to this Agreement and the other Loan Documents shall as may be true and correct necessary in all material respects on and as order establish new Classes 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 Loans created pursuant 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 thatExtension, in each casecase on terms consistent with this Section 2.23. Notwithstanding the foregoing, such materiality qualifier the Administrative Agent shall have the right (but not be applicable the obligation) to seek the advice or concurrence of the Required Lenders with respect to any representations matter contemplated by this Section 2.23 and, if the Administrative Agent seeks such advice or concurrence, the Administrative Agent shall be permitted to enter into such amendments with the Borrower in accordance with any instructions received from such Required Lenders and warranties shall also be entitled to refrain from entering into such amendments with the Borrower unless and until it shall have received such advice or concurrence; provided, however, that already are qualified whether or modified not there has been a request by materiality the Administrative Agent for any such advice or concurrence, all such Extension Amendments entered into with the Borrower by the Administrative Agent hereunder shall be binding on the Lenders. Without limiting the foregoing, in connection with any Extensions, the text thereof; andappropriate Loan Parties shall (at their expense) amend (and the Administrative Agent is hereby directed to amend) any Mortgage (or any other Security Document that the Administrative Agent or the Collateral Agent reasonably requests to be amended to reflect an Extension) that has a maturity date prior to the latest Extended Maturity Date so that such maturity date is extended to the then latest Extended Maturity Date (or such later date as may be advised by local counsel to the Administrative Agent). (Cg) as of the date of such In connection with any Extension, no event the Borrower shall have occurred provide the Administrative Agent at least ten (10) Business Days’ (or such shorter period as may be agreed by the Administrative Agent) prior written notice thereof, and shall agree to such procedures, if any, as may be continuing reasonably established by, or would result from acceptable to, the consummation Administrative Agent to accomplish the purposes of such Extension that would constitute an Event of Default or a Defaultthis Section 2.23.

Extensions of Loans. (a) The Borrower may Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers made from time to timetime by the Borrower to all Lenders of any Class of Term Loans on a pro rata basis (based on the aggregate outstanding Term Loans of such Class), pursuant and on the same terms to each such Lender (“Pro Rata Extension Offers”), the provisions of this Section 2.13, Borrower is hereby permitted to consummate transactions with individual Lenders that agree with one or more Lenders holding Loans to such transactions from time to time to extend the maturity date, date of such Lender’s Loans of such Class and to otherwise modify the economic terms of any such Lender’s Loans or any portion thereof of such Class pursuant to the terms of the relevant Pro Rata Extension Offer (including, without limitation, by increasing the interest rate or fees payable in respect of such Lender’s Loans and/or modifying the amortization schedule in respect of such Lender’s Loans) ); provided that any Lender offered or any portion thereof approached to provide an Extension (each such modification an “Extension” and any Loans extended pursuant as defined below), may elect to or decline in its sole discretion to provide an Extension. For the avoidance of doubt, the reference to “Extended Term Loans”) pursuant to one or more written offers (each an “Extension Offer”) made from time to time by Borrower to on the same terms” in the preceding sentence shall mean that 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 Term Loans of such Class of each Lender) and on are offered to be extended for the same terms amount of time and that the interest rate changes and fees payable with respect to each such extension are the same. Any such extension (an “Extension”) agreed to between the Borrower and any such Lender (an “Extending Lender”) will be established under this Agreement by implementing an Other Term Loan for such Lender if such Lender is extending an existing Term Loan (such extended Term Loan, an “Extended Term Loan”). In connection with each Extension, Each Pro Rata Extension Offer shall specify the date on which the Borrower will provide notification to Citi (for distribution to the 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 proposes that the Extended Term Loans and Loan shall be made (the due “Extension Election”), which shall be a date for Lender responses. In connection with any Extension, each Lender wishing not earlier than five (5) Business Days after the date on which notice is delivered to participate in such Extension shall, prior to such due date, provide the Administrative Agent with a written notice thereof in a form reasonably satisfactory (or such shorter period agreed to Administrative Agent. Any Lender that does not respond to an Extension Offer by the applicable due date shall be deemed to have rejected such Extension. Extended Term Loans shall be deemed to be a separate Class of loans and shall cease to be a part of the Class they were a part of immediately prior to the ExtensionAdministrative Agent in its reasonable discretion). (b) The Borrower and each Extending Lender shall execute and deliver to the Administrative Agent an amendment to this Agreement (an “Extension Amendment”) and such other documentation as the Administrative Agent shall reasonably specify to evidence the Extended Term Loans. Each Extension Amendment shall be subject to specify the following: terms of the applicable Extended Term Loans; provided, that (i) no Default or Event of Default shall have occurred and be continuing at the time any the offering document in respect of a Pro Rata Extension Offer is delivered to the Lenders or at the time of such Extension; Lenders, (ii) the representations and warranties set forth in Article III shall be true and correct in all material respects (or in all respects if qualified by materiality) as of the date of effectiveness of the Extension Amendment, (iii) except as to interest rates, feesfees and any other pricing terms, scheduled and amortization, final maturity date and participation in prepayments and commitment reductions (which shall, subject to clause clauses (iiiiv) belowand (v) of this proviso, be determined by the Borrower and set forth in the relevant Pro Rata Extension Offer), the Extended Term Loans shall have (x) the same terms as the existing Class of Loans, subject Term Loans from which they are extended or (y) such other terms as shall be reasonably satisfactory to the related Extension Offer; provided that at no time shall there be more than five different Classes of Loans; Administrative Agent, (iiiiv) the final maturity date of any Extended Term Loans shall be later no earlier than the final maturity latest Term Facility Maturity Date in effect on the date of such Class of Loans so extended, incurrence and (v) the Weighted Average Life to Maturity of any Extended Term Loans of a Class to be extended pursuant to an Extension shall be no shorter than the remaining Weighted Average Life to Maturity of the Class of Term Loans to which such Class; (iv) if offer relates. Upon the aggregate principal amount effectiveness of Loans of a Class in respect of which Lenders any Extension Amendment, this Agreement shall have accepted an Extension Offer exceeds the maximum aggregate principal amount of Loans of such Class offered to be extended by Borrower pursuant amended to the relevant Extension Offer, then extent (but only to the extent) necessary to reflect the existence and terms of the Extended Term Loans evidenced thereby as provided for in Section 9.02. Any such Loans of such Class shall deemed amendment may be extended ratably up to such maximum amount based on memorialized in writing by the relative principal amounts thereof Administrative Agent with the Borrower’s consent (not to exceed any Lender’s actual holdings of recordbe unreasonably withheld) with respect to which such Lenders accepted such Extension Offer; (v) all documentation in respect of such Extension shall be consistent with the foregoing, and all written communications by Borrower generally directed furnished to the applicable Lenders under the applicable Class in other parties hereto. In connection therewith shall be in form and substance consistent with the foregoing and otherwise reasonably satisfactory to Administrative Agent; and (vi) no any Extension shall become effective unlessAmendment, on the proposed effective date of such Extension: (A) the Administrative Agent shall have received a fully executed and delivered Committed Loan Notice;customary legal opinions or other certificates reasonably requested by it in connection with any such transaction. (Bc) as Upon the effectiveness of the date of any such Extension, the representations and warranties contained herein and applicable Extending Lender’s Term Loan will be automatically designated an Extended Term Loan. (d) Notwithstanding anything to the contrary set forth in this Agreement or any other Loan Document (including without limitation this Section 2.19), (i) no Extended Term Loan is required to be in any minimum amount or any minimum increment, (ii) any Extending Lender may extend all or any portion of its Term Loans pursuant to one or more Pro Rata Extension Offers (subject to applicable proration in the other Loan Documents case of over participation) (including the extension of any Extended Term Loan), (iii) there shall be true and correct in all material respects on and as no condition to any Extension of any Loan at any time or from time to time other than notice to the Administrative Agent of such date Extension and the terms of the Extended Term Loan (e) Each Extension shall be consummated pursuant 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 procedures set forth in the text thereofassociated Pro Rata Extension Offer; and (C) as of provided, that the date of Borrower shall cooperate with the Administrative Agent prior to making any Pro Rata Extension Offer to establish reasonable procedures with respect to mechanical provisions relating to such Extension, no event including, without limitation, timing, rounding and other adjustments. Notwithstanding anything to the contrary, this Section 2.19 shall have occurred and be continuing supersede any provisions in Section 2.15 or would result from Section 9.02 to the consummation of such Extension that would constitute an Event of Default or a Defaultcontrary.

Extensions of Loans. (a) The Borrower may from time to time, pursuant to the provisions of this Section 2.132.22, agree with one or more Lenders holding Loans of any Class to extend the maturity date, and otherwise modify the economic terms of any such Loans Class or any portion thereof (including, without limitation, by increasing the interest rate or fees payable and/or modifying the amortization schedule in respect of any Loans of such Loans) Class or any portion thereof (each such modification an “Extension” and any Loans extended pursuant to an Extension, “Extended Term Loans”) pursuant to one or more written offers (each an “Extension Offer”) made from time to time by Borrower to all Lenders holding Loans of the applicable Classunder any Class that is proposed to be extended under this Section 2.22, in each case on a pro rata basis (based on the relative principal amounts of the outstanding Loans of each Lender in such Class of each LenderClass) and on the same terms to each such Lender, which Extension Offer may be conditioned as determined by Borrower and set forth in such offer. In connection with each Extension, Borrower will provide notification to Citi Administrative Agent (for distribution to the Lenders holding Loans of such the applicable Class), no later than 30 days prior to the maturity of such Loans, the applicable Class or Classes to be extended of the requested new maturity date for the extended Loans of each such Class (each, an “Extended Term Loans Maturity Date”) and the due date for Lender responses. In connection with any Extension, each Lender of the applicable Class wishing to participate in such Extension shall, prior to such due date, provide Administrative Agent with a written notice thereof in a form reasonably satisfactory to Administrative Agentthereof. Any Lender that does not respond to an Extension Offer by the applicable due date shall be deemed to have rejected such Extension. Extended Term After giving effect to any Extension, the Loans shall be deemed to be a separate Class of loans and so extended shall cease to be a part of the Class they were a part of immediately prior to the ExtensionExtension and shall be a new Class hereunder. (b) Each Extension shall be subject to the following: (i) no Default or Event of Default shall have occurred and be continuing at the time any Extension Offer is delivered to the Lenders or at the time of such Extension; (ii) except as to interest rates, fees, scheduled amortization, amortization and final maturity date (which shall, subject to clause (iii) below, be determined by Borrower and set forth in the relevant Extension Offer), the Extended Term Loans of any Lender extended pursuant to any Extension shall have the same terms as the Class of Loans, Loans subject to the related Extension Offer; provided that at no time shall there be more than five different Classes of Loans; (iii) the final maturity date of any Extended Term Loans of a Class to be extended pursuant to an Extension shall be later than the final maturity date of such Class of Loans so extendedClass, and the Weighted Average Life weighted average life to Maturity maturity of any Loans of a Class to be extended pursuant to an Extension shall be no shorter than the Weighted Average Life weighted average life to Maturity maturity of such Class; (iv) if the aggregate principal amount of Loans of a Class in respect of which Lenders shall have accepted an Extension Offer exceeds the maximum aggregate principal amount of Loans of such Class offered to be extended by Borrower pursuant to the relevant Extension Offer, then such Loans of such Class shall be extended ratably up to such maximum amount based on the relative principal amounts thereof (not to exceed any Lender’s actual holdings of record) with respect to which such Lenders accepted such Extension Offer; (v) all documentation in respect of such Extension shall be consistent with the foregoing, and all written communications by Borrower generally directed to the applicable Lenders under the applicable Class in connection therewith shall be in form and substance consistent with the foregoing and otherwise reasonably satisfactory to Administrative Agent; (vi) any applicable Minimum Extension Condition (as defined below) shall be satisfied; (vii) no more than three Extensions may be effectuated hereunder; and (viviii) no Extension shall become effective unless, on the proposed effective date of such Extension: , (A1) the 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 Credit Documents shall be are true and correct in all material respects on and as of the applicable date of such date Extension 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 thereof and (C2) as of the date of such Extension, no event shall have occurred and be continuing or would result from the consummation of such the applicable Extension that would constitute an Event of Default Default; and Administrative Agent shall have received a certificate to the effect of the foregoing dated the applicable date of such Extension and executed by an Authorized Officer of Borrower. (c) The consummation and effectiveness of any Extension will be subject to a condition set forth in the relevant Extension Offer (a “Minimum Extension Condition”) that a minimum amount (to be determined in Borrower’s discretion and specified in the relevant Extension Offer, but in no event less than $25,000,000, unless another lesser amount is agreed to by Administrative Agent). For the avoidance of doubt, it is understood and agreed that the provisions of Section 2.14 (Ratable Sharing) and Section 10.5 (Amendments and Waivers) will not apply to Extensions of Loans pursuant to Extension Offers made pursuant to and in accordance with the provisions of this Section 2.22, including to any payment of interest or fees in respect of any Loans that have been extended pursuant to an Extension at a Defaultrate or rates different from those paid or payable in respect of Loans of any other Class, in each case as is set forth in the relevant Extension Offer. (d) No Lender who rejects any request for an Extension shall be deemed a Non-Consenting Lender for purposes of Section 2.20 (Removal or Replacement of a Lender). (e) The Lenders hereby irrevocably authorize Administrative Agent to enter into amendments (collectively, “Extension Amendments”) to this Agreement and the other Credit Documents as may be necessary in order establish new Classes of Term Loans created pursuant to an Extension, in each case on terms consistent with this Section 2.22. Notwithstanding the foregoing, Administrative Agent shall have the right (but not the obligation) to seek the advice or concurrence of the Requisite Lenders with respect to any matter contemplated by this Section 2.22 and, if Administrative Agent seeks such advice or concurrence, Administrative Agent shall be permitted to enter into such amendments with Borrower in accordance with any instructions received from such Requisite Lenders and shall also be entitled to refrain from entering into such amendments with Borrower unless and until it shall have received such advice or concurrence; provided, however, that whether or not there has been a request by Administrative Agent for any such advice or concurrence, all such Extension Amendments entered into with Borrower by Administrative Agent hereunder shall be binding on the Lenders. Without limiting the foregoing, in connection with any Extensions, the appropriate Credit Parties shall (at their expense) amend (and Administrative Agent is hereby directed to amend) any Mortgage (or any other Credit Document that Administrative Agent or Collateral Agent reasonably requests to be amended to reflect an Extension) that has a maturity date prior to the latest Extended Maturity Date so that such maturity date is extended to the then latest Extended Maturity Date (or such later date as may be advised by local counsel to Administrative Agent). (f) 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 purposes of this Section 2.22.

Extensions of Loans. (a) The Borrower may from time to time, pursuant to the provisions of this Section 2.132.23, agree with one or more Lenders holding Loans to extend the maturity dateMaturity Date, and in connection with such extension, otherwise modify the economic terms of any such Loans or any portion thereof (including, without limitation, by increasing the interest rate or fees payable and/or modifying the amortization schedule in respect of such Loans) Loans or any portion thereof (each such modification an “Extension” and any Loans extended pursuant to an Extension, “Extended Term Loans”) pursuant to one or more written offers (each an “Extension Offer”) made from time to time by the Borrower to all Lenders holding Loans of the applicable ClassLenders, in each case on a pro rata basis (based on the relative principal amounts of the outstanding Loans of such Class of each Lender) and on the same terms to each such Lender. In connection with each Extension, the Borrower will provide notification to Citi the Administrative Agent (for distribution to the Lenders holding Loans of such Class), Lenders) no later than 30 thirty (30) days prior to the maturity of such LoansMaturity Date, of the requested new maturity date for the extended Loans (the “Extended Term Loans Maturity Date”) 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 the Administrative Agent with a written notice thereof in a form reasonably satisfactory to the Administrative Agent. Any Lender that does not respond to an Extension Offer by the applicable due date shall be deemed to have rejected such Extension. Extended Term After giving effect to any Extension, the Loans so extended shall be deemed to be a separate Class new class of loans and shall cease to be a part of the Class they were a part of immediately prior to the ExtensionLoans hereunder. (b) Each Extension extension shall be subject to the following: : (i) no Default or Event of Default shall have occurred and be continuing exist at the time any Extension Offer is delivered to the Lenders or at the time of such Extension; ; (ii) except as to interest rates, fees, scheduled amortization, final maturity date and Incremental Revolving Loans under Section 2.20 (which shall, subject to clause (iii) below, be determined by the Borrower and set forth in the relevant Extension Offer), the Extended Term Loans of any Lender extended pursuant to any Extension shall have the same terms as the Class of other Loans, subject to the related Extension Offer; provided that at no time shall there be more than five different Classes of Loans; (iii) the final maturity date of any Extended Term Loans to be extended pursuant to an Extension shall be at least six (6) months later than the final maturity date of such Class of Loans so extended, Maturity Date and the Weighted Average Life weighted average life to Maturity maturity of any Loans of a Class to be extended pursuant to an Extension shall be no shorter than the Weighted Average Life weighted average life to Maturity maturity of such Class; the other Loans; (iv) if the aggregate principal amount of Loans of a Class in respect of which Lenders shall have accepted an Extension Offer exceeds the maximum aggregate principal amount of Loans of such Class offered to be extended by the Borrower pursuant to the relevant Extension Offer, then such Loans of such Class shall be extended ratably up to such maximum amount based on the relative principal amounts thereof (not to exceed any Lender’s actual holdings of record) with respect to which such Lenders accepted such Extension Offer; ; (v) all documentation in respect of such Extension shall be consistent with the foregoing, and all written communications by the Borrower generally directed to the applicable Lenders under the applicable Class in connection therewith shall be in form and substance consistent with the foregoing and otherwise reasonably satisfactory to the Administrative Agent; and (vi) no Extension shall become effective unless, on the proposed effective date of such Extension: (A) the 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.

Extensions of Loans. (a) The Borrower may from time to time, pursuant to the provisions of this Section 2.132.23, agree with one or more Lenders holding Loans to extend the maturity dateMaturity Date, and in connection with such extension, otherwise modify the economic terms of any such Loans or any portion thereof (including, without limitation, by increasing the interest rate or fees payable and/or modifying the amortization schedule in respect of such Loans) Loans or any portion thereof (each such modification an “Extension” and any Loans extended pursuant to an Extension, “Extended Term Loans”) pursuant to one or more written offers (each an “Extension Offer”) made from time to time by the Borrower to all Lenders holding Loans of the applicable ClassLenders, in each case on a pro rata basis (based on the relative principal amounts of the outstanding Loans of such Class of each Lender) and on the same terms to each such Lender. In connection with each Extension, the Borrower will provide notification to Citi the Administrative Agent (for distribution to the Lenders holding Loans of such Class), Lenders) no later than 30 thirty (30) days prior to the maturity of such LoansMaturity Date, of the requested new maturity date for the extended Loans (the “Extended Term Loans Maturity Date”) 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 the Administrative Agent with a written notice thereof in a form reasonably satisfactory to the Administrative Agent. Any Lender that does not respond to an Extension Offer by the applicable due date shall be deemed to have rejected such Extension. Extended Term After giving effect to any Extension, the Loans so extended shall be deemed to be a separate Class new class of loans and shall cease to be a part of the Class they were a part of immediately prior to the ExtensionLoans hereunder. (b) Each Extension extension shall be subject to the following: : (i) no Default or Event of Default shall have occurred and be continuing exist at the time any Extension Offer is delivered to the Lenders or at the time of such Extension; ; (ii) except as to interest rates, fees, scheduled amortization, final maturity date and Incremental Revolving Loans under Section 2.20 (which shall, subject to clause (iii) below, be determined by the Borrower and set forth in the relevant Extension Offer), the Extended Term Loans of any Lender extended pursuant to any Extension shall have the same terms as the Class of other Loans, subject to the related Extension Offer; provided that at no time shall there be more than five different Classes of Loans; (iii) the final maturity date of any Extended Term Loans to be extended pursuant to an Extension shall be at least six (6) months later than the final maturity date of such Class of Loans so extended, Maturity Date and the Weighted Average Life weighted average life to Maturity maturity of any Loans of a Class to be extended pursuant to an Extension shall be no shorter than the Weighted Average Life weighted average life to Maturity maturity of such Class; the other Loans; (iv) if the aggregate principal amount of Loans of a Class in respect of which Lenders shall have accepted an Extension Offer exceeds the maximum aggregate principal amount of Loans of such Class offered to be extended by the Borrower pursuant to the relevant Extension Offer, then such Loans of such Class shall be extended ratably up to such maximum amount based on the relative principal amounts thereof (not to exceed any Lender’s actual holdings of record) with respect to which such Lenders accepted such Extension Offer; ; (v) all documentation in respect of such Extension shall be consistent with the foregoing, and all written communications by the Borrower generally directed to the applicable Lenders under the applicable Class in connection therewith shall be in form and substance consistent with the foregoing and otherwise reasonably satisfactory to the Administrative Agent; and (vi) any applicable Minimum Extension Condition (as defined below) shall be satisfied; and (vii) no Extension shall become effective unless, on the proposed effective date of such Extension: , the conditions set forth in Section 4.01 shall be satisfied (A) with all references in such Section to a Credit Event being deemed to be references to the Extension on the applicable date of such Extension), and the Administrative Agent shall have received a fully executed and delivered Committed Loan Notice; (B) as of certificate to that effect dated the applicable date of such ExtensionExtension and executed by an Responsible Officer of the Borrower. (c) The consummation and effectiveness of any Extension will be subject to a condition set forth in the relevant Extension Offer (a “Minimum Extension Condition”) that a minimum amount (to be determined in the Borrower’s discretion and specified in the relevant Extension Offer, but in no event less than U.S.$25.0 million, unless another amount is agreed to by the representations Administrative Agent) be so extended. For the avoidance of doubt, it is understood and warranties contained herein agreed that the provisions of Section 2.18 and Section 9.08 will not apply to Extensions of Loans pursuant to Extension Offers made pursuant to and in accordance with the provisions of this Section 2.23, including to any payment of interest or fees in respect of any Loans that have been extended pursuant to an Extension at a rate or rates different from those paid or payable in respect of the rest of the Loans, in each case as is set forth in the relevant Extension Offer. (d) No Lender who rejects any request for an Extension shall be deemed a Non-Consenting Lender for purposes of Section 2.19. (e) The Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments (collectively, “Extension Amendments”) to this Agreement and the other Loan Documents shall as may be true and correct necessary in all material respects on and as order establish new classes 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 Loans created pursuant 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 thatExtension, in each casecase on terms consistent with this Section 2.23. Notwithstanding the foregoing, such materiality qualifier the Administrative Agent shall have the right (but not be applicable the obligation) to seek the advice or concurrence of the Required Lenders with respect to any representations matter contemplated by this Section 2.23 and, if the Administrative Agent seeks such advice or concurrence, the Administrative Agent shall be permitted to enter into such amendments with the Borrower in accordance with any instructions received from such Required Lenders and warranties shall also be entitled to refrain from entering into such amendments with the Borrower unless and until it shall have received such advice or concurrence; provided, however, that already are qualified whether or modified not there has been a request by materiality the Administrative Agent for any such advice or concurrence, all such Extension Amendments entered into with the Borrower by the Administrative Agent hereunder shall be binding on the Lenders. Without limiting the foregoing, in connection with any Extensions, the text thereof; andappropriate Loan Parties shall (at their expense) amend (and the Administrative Agent is hereby directed to amend) any Mortgage (or any other Security Document that the Administrative Agent or the Collateral Agent reasonably requests to be amended to reflect an Extension) that has a maturity date prior to the latest Extended Maturity Date so that such maturity date is extended to the then latest Extended Maturity Date (or such later date as may be advised by local counsel to the Administrative Agent). (Cf) as of the date of such In connection with any Extension, no event the Borrower shall have occurred provide the Administrative Agent at least ten (10) Business Days’ (or such shorter period as may be agreed by the Administrative Agent) prior written notice thereof, and shall agree to such procedures, if any, as may be continuing reasonably established by, or would result from acceptable to, the consummation Administrative Agent to accomplish the purposes of such Extension that would constitute an Event of Default or a Defaultthis Section 2.23.

Extensions of Loans. (a) The Borrower Borrowers may from time to time, pursuant to the provisions of this Section 2.132.15, agree with one or more Lenders holding Loans or Commitments of any Class to extend the maturity date, and otherwise modify the economic terms of any such Loans Class or any portion thereof (including, without limitation, by increasing the interest rate or fees payable and/or modifying the amortization schedule in respect of any Loans of such Loans) Class or any portion thereof (each such modification an “Extension” and any Loans extended pursuant to an Extension, “Extended Term Loans”) pursuant to one or more written offers (each an “Extension Offer”) made from time to time by the Borrower to all Lenders holding Loans of the applicable Classunder any Class that is proposed to be extended under this Section 2.15, in each case on a pro rata basis (based on the relative principal amounts of the outstanding Loans of such Class and Commitments of each LenderLender in such Class) and on the same terms to each such Lender. In connection with each Extension, Borrower the Borrowers will provide notification to Citi the Administrative Agent (for distribution to the Lenders holding Loans of such the applicable Class), no later than 30 days (or such shorter period as the Administrative Agent may agree) prior to the maturity of such Loans, the applicable Class or Classes to be extended of the requested new maturity date for the extended Loans and/or Commitments of each such Class (each an “Extended Term Loans Maturity Date”) and the due date for Lender responses. In connection with any Extension, each Lender of the applicable Class wishing to participate in such Extension shall, prior to such due date, provide the Administrative Agent with a written notice thereof in a form reasonably satisfactory to the Administrative Agent. Any Lender that does not respond to an Extension Offer by the applicable due date shall be deemed to have rejected such Extension Offer. After giving effect to any Extension. Extended , the Term Loans, Revolving Credit Loans shall be deemed to be a separate Class of loans and or Revolving Credit Commitments, as applicable, so extended shall cease to be a part of the Class they were a part of immediately prior to the ExtensionExtension and shall be a new Class hereunder. (b) Each Extension shall be subject to the following: (i) no Default or Event of Default shall have occurred and be continuing at the time any Extension Offer is delivered to the Lenders or at the time of such Extension; (ii) except as to interest rates, fees, scheduled amortization, and final maturity date (which shall, subject to clause (iii) below, be determined by the Borrower and set forth in the relevant Extension Offer), the Extended Term Loans, Revolving Credit Loans or Revolving Credit Commitments, as applicable, of any Lender extended pursuant to any Extension shall have the same terms as the Class of Term Loans, Revolving Credit Loans or Revolving Credit Commitments, as applicable, subject to the related Extension Offer; provided that at no time shall there be more than five different Classes of Loans; (iiiii) the final maturity date of any Extended Term Loans, Revolving Credit Loans or Revolving Credit Commitments, as applicable, of a Class to be extended pursuant to an Extension shall be later than the final maturity date of such Class of Loans so extendedClass, and the Weighted Average Life weighted average life to Maturity maturity of any Term Loans, Revolving Credit Loans or Revolving Credit Commitments, as applicable, of a Class to be extended pursuant to an Extension shall be no shorter than the Weighted Average Life weighted average life to Maturity maturity of such Class; (iviii) if the aggregate principal amount of Term Loans, Revolving Credit Loans or Revolving Credit Commitments, as applicable, of a Class in respect of which Lenders shall have accepted an Extension Offer exceeds the maximum aggregate principal amount of Term Loans, Revolving Credit Loans or Revolving Credit Commitments, as the case may be, of such Class offered to be extended by the Borrower pursuant to the relevant Extension Offer, then such Loans or Commitments, as applicable, of such Class shall be extended ratably up to such maximum amount based on the relative principal amounts thereof (not to exceed any Lender’s actual holdings of record) with respect to which such Lenders accepted such Extension Offer; (viv) all documentation in respect of such Extension shall be consistent with the foregoing, and all written communications by the Borrower generally directed to the applicable Lenders under the applicable Class in connection therewith shall be in form and substance consistent with the foregoing and otherwise reasonably satisfactory to Administrative Agent; (v) any applicable Minimum Extension Condition (as defined below) shall be satisfied; and (vi) no Extension shall become effective unless, on the proposed effective date of such Extension: , the conditions set forth in Section 4.02 shall be satisfied (A) with all references in such Section to a Credit Extension being deemed to be references to the Extension on the applicable date of such Extension), and the Administrative Agent shall have received a fully executed and delivered Committed Loan Notice; (B) as of certificate to that effect dated the applicable date of such ExtensionExtension and executed by a Responsible Officer of the Borrower. (c) The consummation and effectiveness of any Extension will be subject to a condition set forth in the relevant Extension Offer (a “Minimum Extension Condition”) that Lenders of the applicable Class holding a minimum amount of the Loans (to be determined in the Borrower’s discretion and specified in the relevant Extension Offer) accept such Extension Offer. For the avoidance of doubt, it is understood and agreed that the representations provisions of Section 2.12 and warranties contained herein Section 10.01 will not apply to Extensions of Term Loans, Revolving Credit Loans or Revolving Credit Commitments, as applicable, pursuant to Extension Offers made pursuant to and in accordance with the provisions of this Section 2.15, including to any payment of interest or fees in respect of any Term Loans, Revolving Credit Loans or Revolving Credit Commitments, as applicable, that have been extended pursuant to an Extension at a rate or rates different from those paid or payable in respect of Loans or Commitments, as applicable, of any other Class, in each case as is set forth in the relevant Extension Offer. (d) The Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments (collectively, “Extension Amendments”) to this Agreement and the other Loan Documents shall with the Loan Parties and the Lenders participating in an Extension as may be true and correct necessary in all material respects on and order to establish new Classes of Term Loans, Revolving Credit Loans or Revolving Credit Commitments, as of such date to the same extent as though made on and as of that dateapplicable, except to the extent such representations and warranties specifically relate created pursuant 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 thatExtension, 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; andcase on terms consistent with this Section 2.15. (Ce) as of the date of such In connection with any Extension, no event the Borrower shall have occurred provide the Administrative Agent at least ten Business Days’ (or such shorter period as may be agreed by the Administrative Agent) prior written notice thereof, and shall agree to such procedures, if any, as may be continuing reasonably established by, or would result from acceptable to, the consummation Administrative Agent to accomplish the purposes of such Extension that would constitute an Event of Default or a Defaultthis Section 2.15.

Extensions of Loans. (a) The Borrower may from time to time, pursuant to the provisions of this Section 2.132.25, agree with one or more Lenders holding Loans and Commitments of any Class (“Existing Class”) to extend the maturity date, date and otherwise modify the economic to provide for other terms of any such Loans or any portion thereof (including, without limitation, by increasing the interest rate or fees payable and/or modifying the amortization schedule in respect of such Loans) or any portion thereof consistent with this Section 2.25 (each such modification modification, an “Extension” and any Loans extended pursuant to an Extension, “Extended Term Loans”) pursuant to one or more written offers (each an “Extension Offer”) made from time to time by Borrower to all Lenders holding Loans of the applicable Classunder any Class that is proposed to be extended under this Section 2.25, in each case on a pro rata basis (based on the relative principal amounts of the outstanding Loans of each Lender in such Class of each LenderClass) and on the same terms to each such Lender. In connection with each Extension, Borrower will provide notification to Citi Administrative Agent (for distribution to the Lenders holding Loans of such the applicable Class), no later than 30 days thirty (30) days’ prior to the maturity of such Loans, the applicable Class or Classes to be extended of the requested new maturity date for the extended Loans of each such Class (each an “Extended Term Loans Maturity Date”) and the due date for Lender responses. In connection with any Extension, each Lender of the applicable Class wishing to participate in such Extension shall, prior to such due date, provide Administrative Agent with a written notice thereof in a form reasonably satisfactory to Administrative Agent. Any Lender that does not respond to an Extension Offer by the applicable due date shall be deemed to have rejected such Extension. Extended In connection with any Extension, Borrower shall agree to such procedures, if any, as may be reasonably established by, or reasonably acceptable to, Administrative Agent to accomplish the purposes of this Section 2.25. (b) After giving effect to any Extension, the Term Loans shall be deemed to be a separate Class of loans and or Revolving Commitments so extended shall cease to be a part of the Class that they were a part of immediately prior to the ExtensionExtension and shall be a new Class hereunder; provided that at no time shall there be more than five different Classes of Term Loans and two different classes of Revolving Commitments; provided, further, that, in the case of any Extension Amendment relating to Revolving Commitments or Revolving Loans, (i) all borrowings and all prepayments of Revolving Loans shall continue to be made on a ratable basis among all Revolving Lenders, based on the relative amounts of their Revolving Commitments, until the repayment of the Revolving Loans attributable to the non-extended Revolving Commitments on the relevant Maturity Date, (ii) the allocation of the participation exposure with respect to any then-existing or subsequently issued or made Letter of Credit or Swing Line Loan as between the Revolving Commitments of such new “Class” and the remaining Revolving Commitments shall be made on a ratable basis in accordance with the relative amounts thereof until the Maturity Date relating to such non-extended Revolving Commitments has occurred, (iii) no termination of Extended Revolving Commitments and no repayment of Extended Revolving Loans accompanied by a corresponding permanent reduction in Extended Revolving Commitments shall be permitted unless such termination or repayment (and corresponding reduction) is accompanied by at least a pro rata termination or permanent repayment (and corresponding pro rata permanent reduction), as applicable, of the Existing Revolving Commitments and Existing Revolving Commitments (or all Existing Revolving Commitments of such Class and related Existing Revolving Commitments shall have otherwise been terminated and repaid in full) and (iv) with respect to Letters of Credit and Swing Line Loans, the Maturity Date with respect to the Revolving Commitments may not be extended without the prior written consent of Issuing Bank and the Swing Line Lender. If the Total Utilization of Revolving Commitments exceeds the Revolving Commitment as a result of the occurrence of the Maturity Date with respect to any Class of Revolving Commitments while an extended Class of Revolving Commitments remains outstanding, Borrower shall make such payments as are necessary in order to eliminate such excess on such Maturity Date. (bc) Each The consummation and effectiveness of each Extension shall be subject to the following: (i) no Default or Event of Default shall have occurred and be continuing at the time any Extension Offer is delivered to the Lenders or at the time of such Extension; (ii) except the Term Loans or Revolving Commitments, as applicable, of any Lender extended pursuant to interest ratesany Extension (as applicable, fees, scheduled amortization, final maturity date (which shall, subject to clause (iii) below, be determined by Borrower and set forth in the relevant Extension Offer), the “Extended Term Loans Loans” or “Extended Revolving Commitments”) shall have the same terms as the Class of LoansTerm Loans or Revolving Commitments, as applicable, subject to the related Extension OfferAmendment (as applicable, “Existing Term Loans” or “Existing Revolving Commitments”); provided that at no time shall there be more than five different Classes of Loans; except (iiiA) the final maturity date of any Extended Term Loans or Extended Revolving Commitments of a Class to be extended pursuant to an Extension shall be later than the final maturity date Maturity Date of such the Class of Existing Term Loans so extendedor Existing Revolving Commitments, as applicable, subject to the related Extension Amendment, and the Weighted Average Life to Maturity of any Extended Term Loans or Extended Revolving Commitments of a Class to be extended pursuant to an Extension shall be no shorter than the Weighted Average Life to Maturity of such Class; (iv) if the aggregate principal amount Class of Existing Term Loans of a Class in respect of which Lenders shall have accepted an Extension Offer exceeds the maximum aggregate principal amount of Loans of such Class offered to be extended by Borrower pursuant or Existing Revolving Commitments, as applicable, subject to the relevant related Extension OfferAmendment; (B) the all-in pricing (including, then such Loans of such Class shall be extended ratably up to such maximum amount based on the relative principal amounts thereof (not to exceed any Lender’s actual holdings of recordwithout limitation, margins, fees and premiums) with respect to which such Lenders accepted such Extension Offer; the Extended Term Loans or Extended Revolving Commitments, as applicable, may be higher or lower than the all-in pricing (vincluding, without limitation, margins, fees and premiums) all documentation in for the Existing Term Loans or Existing Revolving Commitments, as applicable; (C) the revolving credit commitment fee rate with respect of such Extension shall be consistent with the foregoing, and all written communications by Borrower generally directed to the applicable Lenders under Extended Revolving Commitments may be higher or lower than the applicable Class in connection therewith shall be in form and substance consistent with the foregoing and otherwise reasonably satisfactory to Administrative Agent; and (vi) no Extension shall become effective unless, on the proposed effective date of such Extension: (A) the 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 thatrevolving credit commitment fee rate for Existing Revolving Commitments, in each case, to the extent provided in the applicable Extension Amendment; (D) no repayment of any Extended Term Loans or Extended Revolving Commitments, as applicable, shall be permitted unless such materiality qualifier repayment is accompanied by an at least pro rata repayment of all earlier maturing Loans (including previously extended Loans) (or all earlier maturing Loans (including previously extended Loans) shall not otherwise be or have been terminated and repaid in full); (E) the Extended Term Loans and/or Extended Revolving Commitments may contain a “most favored nation” provision for the benefit of Lenders holding Extended Term Loans or Extended Revolving Commitments, as applicable; and (F) the other terms and conditions applicable to Extended Term Loans and/or Extended Revolving Commitments may be terms different than those with respect to the Existing Term Loans or Existing Revolving Commitments, as applicable, so long as such terms and conditions only apply after the Latest Maturity Date of the Loans not being extended; provided, further, each Extension Amendment may, without the consent of any representations Lender other than the applicable extending Lenders, effect such amendments to this Agreement and warranties that already are qualified the other Credit Documents as may be necessary or modified by materiality appropriate, in the text thereof; and (C) as opinion of Administrative Agent and Borrower, to give effect to the provisions of this Section 2.25, including any amendments necessary to treat the applicable Loans and/or Commitments of the date extending Lenders as a new “Class” of such Extensionloans and/or commitments hereunder; provided, however, no event shall have occurred and Extension Amendment may provide for any Class of Extended Term Loans or Extended Revolving Commitments to be continuing secured by any Collateral or would result from other assets of any Credit Party that does not also secure the consummation of such Extension that would constitute an Event of Default Existing Term Loans or a Default.Existing Revolving Commitments;

Extensions of Loans. (a) The Borrower may from time to time, pursuant to the provisions of this Section 2.132.25, agree with one or more Lenders holding Loans and/or Revolving Commitments of any Class to extend the maturity date, date and otherwise modify the economic to provide for other terms of any such Loans or any portion thereof (including, without limitation, by increasing the interest rate or fees payable and/or modifying the amortization schedule in respect of such Loans) or any portion thereof consistent with this Section 2.25 (each such modification modification, an “Extension” and any Loans extended pursuant to an Extension, “Extended Term Loans”) pursuant to one or more written offers (each an “Extension Offer”) made from time to time by Borrower to all Lenders holding Loans of the applicable Classunder any Class that is proposed to be extended under this Section 2.25, in each case on a pro rata basis (based on the relative principal amounts of the outstanding Loans of such Class Revolving Commitments of each LenderLender in such Class) and on the same terms to each such Lender. In connection with each Extension, Borrower will provide notification to Citi the Administrative Agent (for distribution to the Lenders holding Loans of such the applicable Class), no later than 30 days five (5) Business Days prior to the maturity of such Loans, the applicable Class to be extended of the requested new maturity date for the extended Loans and/or Revolving Commitments of each such Class (each an “Extended Term Loans Maturity Date”) and the due date for Lender responses. In connection with any Extension, each Lender of the applicable Class wishing to participate in such Extension shall, prior to such due date, provide Administrative Agent with a written notice thereof in a form reasonably satisfactory to Administrative Agentthereof. Any Lender that does not respond to an Extension Offer by the applicable due date shall be deemed to have rejected such Extension. Extended Term In connection with any Extension, Borrower shall agree to such procedures, if any, as may be reasonably established by, or acceptable to, Administrative Agent to accomplish the purposes of this Section 2.25. (b) After giving effect to any Extension, the Loans shall be deemed to be a separate Class of loans and and/or Revolving Commitments so extended shall cease to be a part of the Class that they were a part of immediately prior to the ExtensionExtension and shall be a new Class hereunder; provided, that, in the case of any Extension Amendment, (i) all borrowings and all prepayments of Loans shall continue to be made on a ratable basis among all Lenders, based on the relative amounts of their Revolving Commitments, until the repayment of the Loans attributable to the non-extended Revolving Commitments on the relevant Maturity Date, (ii) the allocation of the participation exposure with respect to any then-existing or subsequently issued or made Letter of Credit as between the Revolving Commitments of such new “Class” and the remaining Revolving Commitments shall be made on a ratable basis in accordance with the relative amounts thereof until the Maturity Date relating to such non-extended Revolving Commitments has occurred, (iii) no termination of Extended Revolving Commitments and no repayment of Extended Revolving Loans accompanied by a corresponding permanent reduction in Extended Revolving Commitments shall be permitted unless such termination or repayment (and corresponding reduction) is accompanied by at least a pro rata termination or permanent repayment (and corresponding pro rata permanent reduction), as applicable, of the Existing Revolving Loans and Existing Revolving Commitments (or all Existing Revolving Commitments of such Class and related Existing Revolving Loans shall have otherwise been terminated and repaid in full) and (iv) with respect to Letters of Credit, the Maturity Date with respect to the Revolving Commitments may not be extended without the prior written consent of Issuing Banks. If the Total Exposure exceeds the Revolving Commitment as a result of the occurrence of the Maturity Date with respect to any Class of Revolving Commitments while an extended Class of Revolving Commitments remains outstanding, Borrower shall make such payments as are necessary in order to eliminate such excess on such Maturity Date. (bc) Each The consummation and effectiveness of each Extension shall be subject to the following: (i) no Default or Event of Default shall have occurred and be continuing at the time any Extension Offer is delivered to the Lenders or at the time of such Extension; (ii) except the terms and conditions of the Loans and/or Revolving Commitments extended pursuant to any Extension (as applicable, “Extended Revolving Loans” or “Extended Revolving Commitments”) shall be substantially similar to, or (taken as a whole) no more favorable to interest rates, fees, scheduled amortization, final maturity date (which shall, subject the Lenders providing such Extended Revolving Loans and/or Extended Revolving Commitments than those applicable to clause (iii) below, be determined by Borrower and set forth in the relevant Extension Offer), the Extended Term Loans shall have the same terms as the Class of LoansLoans or Revolving Commitments, as applicable, subject to the related Extension OfferAmendment (as applicable, “Existing Revolving Loans” or “Existing Revolving Commitments”); provided that at no time shall there be more than five different Classes of Loans; except (iiiA) the final maturity date of any Extended Term Revolving Loans shall be later than the final maturity date of such Class of Loans so extended, and the Weighted Average Life to Maturity of any Loans and/or Extended Revolving Commitments of a Class to be extended pursuant to an Extension shall be no shorter later than the Weighted Average Life Maturity Date of the Class of Existing Revolving Loans and/or Existing Revolving Commitments subject to the related Extension Amendment; (B) the all-in pricing (including margins, fees and premiums) with respect to the Extended Revolving Loans and/or Extended Revolving Commitments, may be higher or lower than the all-in pricing (including margins, fees and premiums) for the Existing Revolving Loans and/or Existing Revolving Commitments; (C) the revolving credit commitment fee rate with respect to the Extended Revolving Commitments may be higher or lower than the revolving credit commitment fee rate for Existing Revolving Commitments, in each case, to the extent provided in the applicable Extension Amendment; (D) no repayment of any Extended Revolving Loans shall be permitted unless such repayment is accompanied by an at least pro rata repayment of all earlier maturing Loans (including previously extended Loans) or all earlier maturing Loans (including previously extended Loans) shall otherwise be or have been repaid in full and the commitments terminated; and (E) the other terms and conditions applicable to Extended Revolving Loans and/or Extended Revolving Commitments may be on terms different than those with respect to the Existing Revolving Loans and/or Existing Revolving Commitments, as applicable, provided such terms either, at the option of the Borrower, (1) are reasonably satisfactory to the Administrative Agent (except for covenants or other provisions applicable only to periods after the Latest Maturity Date) or (2) are not materially more restrictive to the Borrower and its Subsidiaries (when taken as a whole) than the terms and conditions of this Agreement (when taken as a whole) (except for covenants or other provisions applicable only to periods after the Latest Maturity Date) (it being understood that (x) to the extent that any financial maintenance covenant is added for the benefit of any such Extended Revolving Loans and/or Extended Revolving Commitments, the terms and conditions of such Extended Revolving Loans and/or Extended Revolving Commitments will be deemed not to be more restrictive than the terms and conditions of this Agreement if such financial maintenance covenant is also added for the benefit of this Agreement and (y) no consent shall be required from the Administrative Agent for terms or conditions that are more restrictive than this Agreement if such terms are added to this Agreement); provided further, that a certificate delivered to the Administrative Agent at least five (5) Business Days prior to the incurrence of such Extended Revolving Loans and/or Extended Revolving Commitments, together with a reasonably detailed description of the material terms and conditions of such Extended Revolving Loans and/or Extended Revolving Commitments or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the requirement of this definition unless the Administrative Agent notifies the Borrower within such five Business Day period that it disagrees with such determination (including a reasonable description of the basis upon which it disagrees); provided further, each Extension Amendment may, without the consent of any Lender other than the applicable extending Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent and Borrower, to give effect to the provisions of this Section 2.25, including any amendments necessary to treat the applicable Loans and/or Revolving Commitments of the extending Lenders as a new “Class” of loans and/or commitments hereunder; provided however, no Extension Amendment may provide for any Class of Extended Revolving Loans or Extended Revolving Commitments to be secured by any Collateral or other assets of any Obligor that does not also secure the Existing Revolving Loans or Existing Revolving Commitments and no Extended Revolving Loans and/or Extended Revolving Commitments shall be guaranteed by any person other than a Guarantor; (iviii) if the aggregate principal a minimum amount of Loans of a Class in respect of which Lenders shall have accepted an such Extension Offer exceeds the maximum aggregate principal amount of Loans of such Class offered (to be extended by Borrower pursuant to determined in Borrower’s discretion and specified in the relevant Extension Offer, then such Loans of such Class but in no event less than $10,000,000, unless another amount is agreed to by Administrative Agent) shall be extended ratably up to such maximum amount based on the relative principal amounts thereof (not to exceed any Lender’s actual holdings of record) with respect to which such Lenders accepted such Extension Offer; (v) all documentation in respect of such Extension shall be consistent with the foregoing, and all written communications by Borrower generally directed to the applicable Lenders under the applicable Class in connection therewith shall be in form and substance consistent with the foregoing and otherwise reasonably satisfactory to Administrative Agentsatisfied; and (viiv) no Extension shall become effective unless, on the proposed effective date of such Extension: , the conditions set forth in Section 4.02 shall be satisfied (A) with all references in such Section to a Credit Event being deemed to be references to the Extension on the applicable date of such Extension), and Administrative Agent shall have received a fully certificate to that effect dated the applicable date of such Extension and executed and delivered Committed Loan Notice;by an Responsible Officer of Borrower. (Bd) For the avoidance of doubt, it is understood and agreed that the provisions of Section 2.19 and Section 11.02 will not apply to Extensions of Loans and/or Revolving Commitments, as applicable, pursuant to Extension Offers made pursuant to and in accordance with the provisions of this Section 2.25, including to any payment of interest or fees in respect of any Extended Revolving Loans and/or Extended Revolving Commitments, as applicable, that have been extended pursuant to an Extension at a rate or rates different from those paid or payable in respect of Loans of any other Class, in each case as is set forth in the date relevant Extension Offer. (e) The Lenders hereby irrevocably authorize Administrative Agent to enter into amendments (collectively, “Extension Amendments”) to this Agreement and the other Loan Documents as may be necessary in order to establish new Classes of Loans and/or Revolving Commitments, as applicable, created pursuant to an Extension, in each case on terms consistent with this Section 2.25. Without limiting the foregoing, as a condition to the effectiveness of such Extension, the representations and warranties contained herein and Borrower shall deliver or cause to be delivered any customary legal opinions or other certificates reasonably requested by the Administrative Agent in the other Loan Documents shall be true and correct in all material respects on and as of connection with any 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 Defaulttransaction.

Extensions of Loans. (a) The Borrower may from time to time, pursuant to the provisions of this Section 2.132.25, agree with one or more Lenders holding Loans and Commitments of any Class (“Existing Class”) to extend the maturity date, date and otherwise modify the economic to provide for other terms of any such Loans or any portion thereof (including, without limitation, by increasing the interest rate or fees payable and/or modifying the amortization schedule in respect of such Loans) or any portion thereof consistent with this Section 2.25 (each such modification modification, an “Extension” and any Loans extended pursuant to an Extension, “Extended Term Loans”) pursuant to one or more written offers (each an “Extension Offer”) made from time to time by Borrower to all Lenders holding Loans of the applicable Classunder any Class that is proposed to be extended under this Section 2.25, in each case on a pro rata basis (based on the relative principal amounts of the outstanding Loans of each Lender in such Class of each LenderClass) and on the same terms to each such Lender. In connection with each Extension, Borrower will provide notification to Citi Administrative Agent (for distribution to the Lenders holding Loans of such the applicable Class), no later than 30 days thirty (30) days’ prior to the maturity of such Loans, the applicable Class or Classes to be extended of the requested new maturity date for the extended Loans of each such Class (each an “Extended Term Loans Maturity Date”) and the due date for Lender responses. In connection with any Extension, each Lender of the applicable Class wishing to participate in such Extension shall, prior to such due date, provide Administrative Agent with a written notice thereof in a form reasonably satisfactory to Administrative Agent. Any Lender that does not respond to an Extension Offer by the applicable due date shall be deemed to have rejected such Extension. Extended In connection with any Extension, Borrower shall agree to such procedures, if any, as may be reasonably established by, or reasonably acceptable to, Administrative Agent to accomplish the purposes of this Section 2.25. (b) After giving effect to any Extension, the Term Loans shall be deemed to be a separate Class of loans and so extended shall cease to be a part of the Class that they were a part of immediately prior to the ExtensionExtension and shall be a new Class hereunder; provided that at no time shall there be more than five different Classes of Term Loans. (bc) Each The consummation and effectiveness of each Extension shall be subject to the following: (i) no Default or Event of Default shall have occurred and be continuing at the time any Extension Offer is delivered to the Lenders or at the time of such Extension; (ii) except as the Term Loans, of any Lender extended pursuant to interest rates, fees, scheduled amortization, final maturity date (which shall, subject to clause (iii) below, be determined by Borrower and set forth in the relevant any Extension Offer), the ( “Extended Term Loans Loans”) shall have the same terms as the Class of Loans, Term Loans subject to the related Extension OfferAmendment (“Existing Term Loans”); provided that at no time shall there be more than five different Classes of Loans; except (iiiA) the final maturity date of any Extended Term Loans of a Class to be extended pursuant to an Extension shall be later than the final maturity date Maturity Date of such the Class of Existing Term Loans so extendedsubject to the related Extension Amendment, and the Weighted Average Life to Maturity of any Extended Term Loans of a Class to be extended pursuant to an Extension shall be no shorter than the Weighted Average Life to Maturity of such Class; (iv) if the aggregate principal amount Class of Loans of a Class in respect of which Lenders shall have accepted an Extension Offer exceeds the maximum aggregate principal amount of Loans of such Class offered to be extended by Borrower pursuant Existing Term subject to the relevant related Extension OfferAmendment; (B) the all-in pricing (including, then such Loans of such Class shall be extended ratably up to such maximum amount based on the relative principal amounts thereof (not to exceed any Lender’s actual holdings of recordwithout limitation, margins, fees and premiums) with respect to which the Extended Term Loans may be higher or lower than the all-in pricing (including, without limitation, margins, fees and premiums) for the Existing Term Loans; (C) no repayment of any Extended Term Loans shall be permitted unless such repayment is accompanied by an at least pro rata repayment of all earlier maturing Loans (including previously extended Loans) (or all earlier maturing Loans (including previously extended Loans) shall otherwise be or have been terminated and repaid in full); (D) the Extended Term Loans may contain a “most favored nation” provision for the benefit of Lenders accepted holding Extended Term Loans; and (E) the other terms and conditions applicable to Extended Term Loans may be terms different than those with respect to the Existing Term Loans, so long as such terms and conditions only apply after the Latest Maturity Date of the Loans not being extended; provided, further, each Extension OfferAmendment may, without the consent of any Lender other than the applicable extending Lenders, effect such amendments to this Agreement and the other Credit Documents as may be necessary or appropriate, in the opinion of Administrative Agent and Borrower, to give effect to the provisions of this Section 2.25, including any amendments necessary to treat the applicable Loans and/or Commitments of the extending Lenders as a new “Class” of loans and/or commitments hereunder; provided, however, no Extension Amendment may provide for any Class of Extended Term Loans to be secured by any Collateral or other assets of any Credit Party that does not also secure the Existing Term Loans; (viii) all documentation in respect of such Extension shall be consistent with the foregoing, and all written communications by Borrower generally directed to the applicable Lenders under the applicable Class in connection therewith shall be in form and substance consistent with the foregoing and otherwise reasonably satisfactory to Administrative Agent; (iv) a minimum amount in respect of such Extension (to be determined in Borrower’s discretion and specified in the relevant Extension Offer, but in no event less than $25,000,000, unless another amount is agreed to by Administrative Agent, such consent not to be unreasonably withheld or delayed) shall be satisfied; and (viv) no Extension shall become effective unless, on the proposed effective date of such Extension: , the conditions set forth in Section 3.2 shall be satisfied (A) with all references in such Section to a Credit Date being deemed to be references to the Extension on the applicable date of such Extension), and Administrative Agent shall have received a fully executed and delivered Committed Loan Notice; (B) as of certificate to that effect dated the applicable date of such ExtensionExtension and executed by an Authorized Officer of Borrower. (d) For the avoidance of doubt, it is understood and agreed that the representations provisions of Section 2.17 and warranties contained herein Section 10.5 will not apply to Extensions of Term Loans pursuant to Extension Offers made pursuant to and in accordance with the other Loan Documents shall be true and correct provisions of this Section 2.25, including to any payment of interest or fees in all material respects on and as respect of such date to the same extent as though made on and as of any Extended Term Loans that date, except to the extent such representations and warranties specifically relate have been extended pursuant to an earlier date, Extension at a rate or rates different from those paid or payable in which case such representations and warranties shall have been true and correct in all material respects on and as respect of such earlier date; provided thatLoans of any other Class, in each casecase as is set forth in the relevant Extension Offer. (e) [Reserved.] (f) The Lenders hereby irrevocably authorize Administrative Agent to enter into amendments (collectively, such materiality qualifier “Extension Amendments”) to this Agreement and the other Credit Documents as may be necessary in order to establish new Classes of Term Loans created pursuant to an Extension, in each case on terms consistent with this Section 2.25. Notwithstanding the foregoing, Administrative Agent shall have the right (but not be applicable the obligation) to seek the advice or concurrence of the Requisite Lenders with respect to any representations matter contemplated by this Section 2.25 and, if Administrative Agent seeks such advice or concurrence, Administrative Agent shall be permitted to enter into such amendments with Borrower in accordance with any instructions received from such Requisite Lenders and warranties 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 already are qualified whether or modified not there has been a request by materiality Administrative Agent for any such advice or concurrence, all such Extension Amendments entered into with Borrower by Administrative Agent hereunder shall be binding on the Lenders. Without limiting the foregoing, in connection with any Extension, (i) the text thereof; and appropriate Credit Parties shall (Cat their expense) amend (and Administrative Agent is hereby directed to amend) any Mortgage (or any other Credit Document that Administrative Agent or Collateral Agent reasonably requests to be amended to reflect an Extension) that has a maturity date prior to the latest Extended Maturity Date so that such maturity date is extended to the then latest Extended Maturity Date (or such later date as may be advised by local counsel to Administrative Agent) and (ii) Borrower shall deliver board resolutions, secretary’s certificates, officer’s certificates and other customary documents as shall reasonably be requested by Administrative Agent in connection therewith and a legal opinion of counsel reasonably acceptable to Administrative Agent (i) as of to the date of such Extension, no event shall have occurred and be continuing or would result from the consummation enforceability of such Extension Amendment, this Agreement as amended thereby, and such of the other Credit Documents (if any) as may be amended thereby and (ii) to the effect that would constitute an Event such Extension Amendment, including without limitation, the Extended Term Loans provided for therein, does not conflict with or violate the terms and provisions of Default or Section 10.5. (g) Promptly following the consummation and effectiveness of any Extension, Borrower will furnish to Administrative Agent (who shall promptly furnish to each Lender) written notice setting forth the Extended Maturity Date and material economic terms of the Extension and the aggregate principal amount of each class of Loans and Commitments after giving effect to the Extension and attaching a Defaultcopy of the fully executed Extension Amendment.

Extensions of Loans. (a) The Borrower may Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers made from time to timetime by the Borrower to all Lenders of any Class of Term Loans on a pro rata basis (based on the aggregate outstanding Term Loans of such Class), pursuant and on the same terms to each such Lender (“Pro Rata Extension Offers”), the provisions of this Section 2.13, Borrower is hereby permitted to consummate transactions with individual Lenders that agree with one or more Lenders holding Loans to such transactions from time to time to extend the maturity date, date of such Lender’s Loans of such Class and to otherwise modify the economic terms of any such Lender’s Loans or any portion thereof of such Class pursuant to the terms of the relevant Pro Rata Extension Offer (including, without limitation, by increasing the interest rate or fees payable in respect of such Lender’s Loans and/or modifying the amortization schedule in respect of such Lender’s Loans) ); provided that any Lender offered or any portion thereof approached to provide an Extension (each such modification an “Extension” and any Loans extended pursuant as defined below), may elect to or decline in its sole discretion to provide an Extension. For the avoidance of doubt, the reference to “Extended Term Loans”) pursuant to one or more written offers (each an “Extension Offer”) made from time to time by Borrower to on the same terms” in the preceding sentence shall mean that 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 Term Loans of such Class of each Lender) and on are offered to be extended for the same terms amount of time and that the interest rate changes and fees payable with respect to each such extension are the same. Any such extension (an “Extension”) agreed to between the Borrower and any such Lender (an “Extending Lender”) will be established under this Agreement by implementing an Other Term Loan for such Lender if such Lender is extending an existing Term Loan (such extended Term Loan, an “Extended Term Loan”). In connection with each Extension, Each Pro Rata Extension Offer shall specify the date on which the Borrower will provide notification to Citi (for distribution to the 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 proposes that the Extended Term Loans and Loan shall be made (the due “Extension Election”), which shall be a date for Lender responses. In connection with any Extension, each Lender wishing not earlier than five (5) Business Days after the date on which notice is delivered to participate in such Extension shall, prior to such due date, provide the Administrative Agent with a written notice thereof in a form reasonably satisfactory (or such shorter period agreed to Administrative Agent. Any Lender that does not respond to an Extension Offer by the applicable due date shall be deemed to have rejected such Extension. Extended Term Loans shall be deemed to be a separate Class of loans and shall cease to be a part of the Class they were a part of immediately prior to the ExtensionAdministrative Agent in its reasonable discretion). (b) The Borrower and each Extending Lender shall execute and deliver to the Administrative Agent an amendment to this Agreement (an “Extension Amendment”) and such other documentation as the Administrative Agent shall reasonably specify to evidence the Extended Term Loans. Each Extension Amendment shall be subject to specify the following: terms of the applicable Extended Term Loans; provided, that (i) no Default or Event of Default shall have occurred and be continuing at the time any the offering document in respect of a Pro Rata Extension Offer is delivered to the Lenders or at the time of such Extension; Lenders, (ii) the representations and warranties set forth in Article III shall be true and correct in all material respects (or in all respects if qualified by materiality) as of the date of effectiveness of the Extension Amendment, (iii) except as to interest rates, feesfees and any other pricing terms, scheduled and amortization, final maturity date and participation in prepayments and commitment reductions (which shall, subject to clause clauses (iiiiv) belowand (v) of this proviso, be determined by the Borrower and set forth in the relevant Pro Rata Extension Offer), the Extended Term Loans shall have (x) the same terms as the existing Class of Loans, subject Term Loans from which they are extended or (y) such other terms as shall be reasonably satisfactory to the related Extension Offer; provided that at no time shall there be more than five different Classes of Loans; Administrative Agent, (iiiiv) the final maturity date of any Extended Term Loans shall be later no earlier than the final maturity latest Term Facility Maturity Date in effect on the date of such Class of Loans so extended, incurrence and (v) the Weighted Average Life to Maturity of any Extended Term Loans of a Class to be extended pursuant to an Extension shall be no shorter than the remaining Weighted Average Life to Maturity of the Class of Term Loans to which such Class; (iv) if offer relates. Upon the aggregate principal amount effectiveness of Loans of a Class in respect of which Lenders any Extension Amendment, this Agreement shall have accepted an Extension Offer exceeds the maximum aggregate principal amount of Loans of such Class offered to be extended by Borrower pursuant amended to the relevant Extension Offer, then extent (but only to the extent) necessary to reflect the existence and terms of the Extended Term Loans evidenced thereby as provided for in Section 9.02. Any such Loans of such Class shall deemed amendment may be extended ratably up to such maximum amount based on memorialized in writing by the relative principal amounts thereof Administrative Agent with the Borrower’s consent (not to exceed any Lender’s actual holdings of recordbe unreasonably withheld) with respect to which such Lenders accepted such Extension Offer; (v) all documentation in respect of such Extension shall be consistent with the foregoing, and all written communications by Borrower generally directed furnished to the applicable Lenders under the applicable Class in other parties hereto. In connection therewith shall be in form and substance consistent with the foregoing and otherwise reasonably satisfactory to Administrative Agent; and (vi) no any Extension shall become effective unlessAmendment, on the proposed effective date of such Extension: (A) the Administrative Agent shall have received a fully executed and delivered Committed Loan Notice;customary legal opinions or other certificates reasonably requested by it in connection with any such transaction. (Bc) as Upon the effectiveness of the date of any such Extension, the representations applicable Extending Lender’s Term Loan will be automatically designated an Extended Term Loan. (d) Notwithstanding anything to the contrary set forth in this Agreement or any other Loan Document (including without limitation this Section 2.19), (i) no Extended Term Loan is required to be in any minimum amount or any minimum increment, (ii) any Extending Lender may extend all or any portion of its Term Loans pursuant to one or more Pro Rata Extension Offers (subject to applicable proration in the case of over participation) (including the extension of any Extended Term Loan), (iii) there shall be no condition to any Extension of any Loan at any time or from time to time other than notice to the Administrative Agent of such Extension and warranties contained herein the terms of the Extended Term Loan implemented thereby, (iv) all Extended Term Loans and all obligations in respect thereof shall be Obligations of the relevant Loan Parties under this Agreement and the other Loan Documents that rank equally and ratably in right of security with all other Obligations of the Class being extended and (v) there shall be true no borrower (other than the Borrower) and correct no guarantors (other than the Guarantors) in all material respects on and as respect of any such date Extended Term Loans. (e) Each Extension shall be consummated pursuant to procedures set forth in the associated Pro Rata Extension Offer; provided, that the Borrower shall cooperate with the Administrative Agent Notwithstanding anything to the same extent as though made on and as of that datecontrary, except this Section 2.19 shall supersede any provisions in Section 2.15 or Section 9.02 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 Defaultcontrary.

Extensions of Loans. (a) The Borrower may from time to time, pursuant to the provisions of this Section 2.132.25, agree with one or more Lenders holding Loans and/or Revolving Commitments of any Class to extend the maturity date, date and otherwise modify the economic to provide for other terms of any such Loans or any portion thereof (including, without limitation, by increasing the interest rate or fees payable and/or modifying the amortization schedule in respect of such Loans) or any portion thereof consistent with this Section 2.25 (each such modification modification, an “Extension” and any Loans extended pursuant to an Extension, “Extended Term Loans”) pursuant to one or more written offers (each an “Extension Offer”) made from time to time by Borrower to all Lenders holding Loans of the applicable Classunder any Class that is proposed to be extended under this Section 2.25, in each case on a pro rata basis (based on the relative principal amounts of the outstanding Loans of such Class Revolving Commitments of each LenderLender in such Class) and on the same terms to each such Lender. In connection with each Extension, Borrower will provide notification to Citi the Administrative Agent (for distribution to the Lenders holding Loans of such the applicable Class), no later than 30 days five Business Days prior to the maturity of such Loans, the applicable Class to be extended of the requested new maturity date for the extended Loans and/or Revolving Commitments of each such Class (each an “Extended Term Loans Maturity Date”) and the due date for Lender responses. In connection with any Extension, each Lender of the applicable Class wishing to participate in such Extension shall, prior to such due date, provide Administrative Agent with a written notice thereof in a form reasonably satisfactory to Administrative Agentthereof. Any Lender that does not respond to an Extension Offer by the applicable due date shall be deemed to have rejected such Extension. Extended Term In connection with any Extension, Borrower shall agree to such procedures, if any, as may be reasonably established by, or acceptable to, Administrative Agent to accomplish the purposes of this Section 2.25. (b) After giving effect to any Extension, the Loans shall be deemed to be a separate Class of loans and and/or Revolving Commitments so extended shall cease to be a part of the Class that they were a part of immediately prior to the ExtensionExtension and shall be a new Class hereunder; provided, that, in the case of any Extension Amendment, (i) all borrowings and all prepayments of Loans shall continue to be made on a ratable basis among all Lenders, based on the relative amounts of their Revolving Commitments, until the repayment of the Loans attributable to the non-extended Revolving Commitments on the relevant Maturity Date, (ii) the allocation of the participation exposure with respect to any then-existing or subsequently issued or made Letter of Credit as between the Revolving Commitments of such new “Class” and the remaining Revolving Commitments shall be made on a ratable basis in accordance with the relative amounts thereof until the Maturity Date relating to such non-extended Revolving Commitments has occurred, (iii) no termination of Extended Revolving Commitments and no repayment of Extended Revolving Loans accompanied by a corresponding permanent reduction in Extended Revolving Commitments shall be permitted unless such termination or repayment (and corresponding reduction) is accompanied by at least a pro rata termination or permanent repayment (and corresponding pro rata permanent reduction), as applicable, of the Existing Revolving Loans and Existing Revolving Commitments (or all Existing Revolving Commitments of such Class and related Existing Revolving Loans shall have otherwise been terminated and repaid in full) and (iv) with respect to Letters of Credit, the Maturity Date with respect to the Revolving Commitments may not be extended without the prior written consent of Issuing Banks. If the Total Exposure exceeds the Revolving Commitment as a result of the occurrence of the Maturity Date with respect to any Class of Revolving Commitments while an extended Class of Revolving Commitments remains outstanding, Borrower shall make such payments as are necessary in order to eliminate such excess on such Maturity Date. (bc) Each The consummation and effectiveness of each Extension shall be subject to the following: (i) no Default or Event of Default shall have occurred and be continuing at the time any Extension Offer is delivered to the Lenders or at the time of such Extension; (ii) except the terms and conditions of the Loans and/or Revolving Commitments extended pursuant to any Extension (as applicable, “Extended Revolving Loans” or “Extended Revolving Commitments”) shall be substantially similar to, or (taken as a whole) no more favorable to interest rates, fees, scheduled amortization, final maturity date (which shall, subject the Lenders providing such Extended Revolving Loans and/or Extended Revolving Commitments than the applicable to clause (iii) below, be determined by Borrower and set forth in the relevant Extension Offer), the Extended Term Loans shall have the same terms as the Class of LoansLoans or Revolving Commitments, as applicable, subject to the related Extension OfferAmendment (as applicable, “Existing Revolving Loans” or “Existing Revolving Commitments”); provided that at no time shall there be more than five different Classes of Loans; except (iiiA) the final maturity date of any Extended Term Revolving Loans shall be later than the final maturity date of such Class of Loans so extended, and the Weighted Average Life to Maturity of any Loans and/or Extended Revolving Commitments of a Class to be extended pursuant to an Extension shall be no shorter later than the Weighted Average Life Maturity Date of the Class of Existing Revolving Loans and/or Existing Revolving Commitments subject to the related Extension Amendment; (B) the all-in pricing (including, without limitation, margins, fees and premiums) with respect to the Extended Revolving Loans and/or Extended Revolving Commitments, may be higher or lower than the all-in pricing (including, without limitation, margins, fees and premiums) for the Existing Revolving Loans and/or Existing Revolving Commitments; (C) the revolving credit commitment fee rate with respect to the Extended Revolving Commitments may be higher or lower than the revolving credit commitment fee rate for Existing Revolving Commitments, in each case, to the extent provided in the applicable Extension Amendment; (D) no repayment of any Extended Revolving Loans shall be permitted unless such repayment is accompanied by an at least pro rata repayment of all earlier maturing Loans (including previously extended Loans) or all earlier maturing Loans (including previously extended Loans) shall otherwise be or have been repaid in full and the commitments terminated; and (E) the other terms and conditions applicable to Extended Revolving Loans and/or Extended Revolving Commitments may be on terms different than those with respect to the Existing Revolving Loans and/or Existing Revolving Commitments, as applicable, provided such terms either, at the option of the Borrower, (1) are reasonably satisfactory to the Administrative Agent (except for covenants or other provisions applicable only to periods after the Latest Maturity Date) or (2) are not materially more restrictive to the Borrower and its Subsidiaries (when taken as a whole) than the terms and conditions of this Agreement (when taken as a whole) (except for covenants or other provisions applicable only to periods after the Latest Maturity Date) (it being understood that (x) to the extent that any financial maintenance covenant is added for the benefit of any such Extended Revolving Loans and/or Extended Revolving Commitments, the terms and conditions of such Extended Revolving Loans and/or Extended Revolving Commitments will be deemed not to be more restrictive than the terms and conditions of this Agreement if such financial maintenance covenant is also added for the benefit of this Agreement and (y) no consent shall be required from the Administrative Agent for terms or conditions that are more restrictive than this Agreement if such terms are added to this Agreement); provided further, that a certificate delivered to the Administrative Agent at least five Business Days prior to the incurrence of such Extended Revolving Loans and/or Extended Revolving Commitments, together with a reasonably detailed description of the material terms and conditions of such Extended Revolving Loans and/or Extended Revolving Commitments or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the requirement of this definition unless the Administrative Agent notifies the Borrower within such five Business Day period that it disagrees with such determination (including a reasonable description of the basis upon which it disagrees); provided further, each Extension Amendment may, without the consent of any Lender other than the applicable extending Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent and Borrower, to give effect to the provisions of this Section 2.25, including any amendments necessary to treat the applicable Loans and/or Revolving Commitments of the extending Lenders as a new “Class” of loans and/or commitments hereunder; provided however, no Extension Amendment may provide for any Class of Extended Revolving Loans or Extended Revolving Commitments to be secured by any Collateral or other assets of any Obligor that does not also secure the Existing Revolving Loans or Existing Revolving Commitments and no Extended Revolving Loans and/or Extended Revolving Commitments shall be guaranteed by any person other than a Guarantor; (iviii) if the aggregate principal a minimum amount of Loans of a Class in respect of which Lenders shall have accepted an such Extension Offer exceeds the maximum aggregate principal amount of Loans of such Class offered (to be extended by Borrower pursuant to determined in Borrower’s discretion and specified in the relevant Extension Offer, then such Loans of such Class but in no event less than $10,000,000, unless another amount is agreed to by Administrative Agent) shall be extended ratably up to such maximum amount based on the relative principal amounts thereof (not to exceed any Lender’s actual holdings of record) with respect to which such Lenders accepted such Extension Offer; (v) all documentation in respect of such Extension shall be consistent with the foregoing, and all written communications by Borrower generally directed to the applicable Lenders under the applicable Class in connection therewith shall be in form and substance consistent with the foregoing and otherwise reasonably satisfactory to Administrative Agentsatisfied; and (viiv) no Extension shall become effective unless, on the proposed effective date of such Extension: , the conditions set forth in Section 4.02 shall be satisfied (A) with all references in such Section to a Credit Event being deemed to be references to the Extension on the applicable date of such Extension), and Administrative Agent shall have received a fully certificate to that effect dated the applicable date of such Extension and executed and delivered Committed Loan Notice;by an Responsible Officer of Borrower. (Bd) For the avoidance of doubt, it is understood and agreed that the provisions of Section 2.19 and Section 11.02 will not apply to Extensions of Loans and/or Revolving Commitments, as applicable, pursuant to Extension Offers made pursuant to and in accordance with the provisions of this Section 2.25, including to any payment of interest or fees in respect of any Extended Revolving Loans and/or Extended Revolving Commitments, as applicable, that have been extended pursuant to an Extension at a rate or rates different from those paid or payable in respect of Loans of any other Class, in each case as is set forth in the date relevant Extension Offer. (e) The Lenders hereby irrevocably authorize Administrative Agent to enter into amendments (collectively, “Extension Amendments”) to this Agreement and the other Loan Documents as may be necessary in order to establish new Classes of Loans and/or Revolving Commitments, as applicable, created pursuant to an Extension, in each case on terms consistent with this Section 2.25. Without limiting the foregoing, as a condition to the effectiveness of such Extension, the representations and warranties contained herein and Borrower shall deliver or cause to be delivered any customary legal opinions or other certificates reasonably requested by the Administrative Agent in the other Loan Documents shall be true and correct in all material respects on and as of connection with any 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 Defaulttransaction.

Extensions of Loans. (a) The Borrower may from time to time, pursuant to the provisions of this Section 2.132.15, agree with one or more Lenders holding Loans and Commitments of any Class (“Existing Class”) to extend the maturity date, date and otherwise modify the economic to provide for other terms of any such Loans or any portion thereof (including, without limitation, by increasing the interest rate or fees payable and/or modifying the amortization schedule in respect of such Loans) or any portion thereof consistent with this Section 2.15 (each such modification modification, an “Extension” and any Loans extended pursuant to an Extension, “Extended Term Loans”) pursuant to one or more written offers (each an “Extension Offer”) made from time to time by the Borrower to all Lenders holding Loans of the applicable Classunder any Class that is proposed to be extended under this Section 2.15, in each case on a pro rata basis (based on the relative principal amounts outstanding Commitments of each Lender in such Class (or if no such Commitments are outstanding, the outstanding amount of Loans of each Lender in such Class of each LenderClass)) and on the same terms to each such Lender. In connection with each Extension, the Borrower will provide notification to Citi the Administrative Agent (for distribution to the Lenders holding Loans of such the applicable Class), no later than 30 days prior to the maturity of such Loans, the applicable Class or Classes to be extended of the requested new maturity date for the extended Loans and Commitments of each such Class (each an “Extended Term Loans Maturity Date”) and the due date for Lender responses. In connection with any Extension, each Lender of the applicable Class wishing to participate in such Extension shall, prior to such due date, provide the Administrative Agent with a written notice thereof in a form reasonably satisfactory to the Administrative Agent. Any Lender that does not respond to an Extension Offer by the applicable due date shall be deemed to have rejected such Extension. Extended Term Loans In connection with any Extension, the Borrower shall agree to such procedures, if any, as may be deemed reasonably established by, or acceptable to, the Administrative Agent to be a separate Class accomplish the purposes of loans and this Section 2.15. (b) After giving effect to any Extension, the Commitments so extended shall cease to be a part of the Class that they were a part of immediately prior to the Extension. (b) Each Extension and shall be subject to the following: (i) no Default or Event of Default shall have occurred and be continuing at the time any Extension Offer is delivered to the Lenders or at the time of such Extension; (ii) except as to interest rates, fees, scheduled amortization, final maturity date (which shall, subject to clause (iii) below, be determined by Borrower and set forth in the relevant Extension Offer), the Extended Term Loans shall have the same terms as the a new Class of Loans, subject to the related Extension Offerhereunder; provided that at no time shall there be more than five six (6) different classes of Commitments; provided further that, (i) all borrowings and all prepayments of Revolving Credit Loans shall continue to be made on a ratable basis among all Revolving Credit Lenders, based on the relative amounts of their Revolving Credit Commitments, until the repayment of the Revolving Credit Loans attributable to the non-extended Revolving Credit Commitments on the relevant Maturity Date, (ii) all prepayments of Incremental Term Loans shall continue to be made on a ratable basis among all Incremental Term Loan Lenders, based on the relative amounts of their Incremental Term Loan Commitments, until the repayment of the Incremental Term Loans attributable to the non-extended Incremental Term Loans on the relevant Maturity Date, (iii) the allocation of the participation exposure with respect to any then-existing or subsequently issued or made Letter of Credit as between the Revolving Credit Commitments of such new “Class” and the remaining Revolving Credit Commitments shall be made on a ratable basis in accordance with the relative amounts thereof until the Maturity Date relating to such non-extended Revolving Credit Commitments has occurred, (iv) no termination of Extended Revolving Credit Commitments and no repayment of Extended Revolving Credit Loans accompanied by a corresponding permanent reduction in Extended Revolving Credit Commitments shall be permitted unless such termination or repayment (and corresponding reduction) is accompanied by at least a pro rata termination or permanent repayment (and corresponding pro rata permanent reduction), as applicable, of all other Classes of Loans;Revolving Credit Loans and Revolving Credit Commitments with an earlier Maturity Date (or all such Revolving Credit Commitments and related Revolving Credit Loans shall have otherwise been terminated and repaid in full) and (v) with respect to Letters of Credit, the Maturity Date with respect to the Revolving Credit Commitments cannot be extended without the prior written consent of the L/C Issuers, and the availability of the L/C Commitments cannot be extended without the prior written consent of the applicable L/C Issuer. If the Outstanding Amount exceeds the Revolving Credit Commitment as a result of the occurrence of the Maturity Date with respect to any Class of Revolving Credit Commitments while an extended Class of Revolving Credit Commitments remains outstanding, the Borrower shall make such payments as are necessary in order to eliminate such excess on such Maturity Date. (iiic) The consummation and effectiveness of each Extension shall be subject to the following both before and after giving effect thereto: (i) the Commitments of any Lender extended pursuant to any Extension (“Extended Commitments” and the loans thereunder, “Extended Loans”) shall have the same terms as the Class of Commitments subject to the related Extension Amendment (“Existing Commitments” and the loans thereunder, “Existing Loans”); except (A) the final maturity date of any Extended Term Commitments and Extended Loans of a Class to be extended pursuant to an Extension shall be later than the final maturity date Maturity Date of such the Class of Existing Commitments and Existing Loans so extendedsubject to the related Extension Amendment, and the Weighted Average Life to Maturity of any Extended Commitments and Extended Loans of a Class to be extended pursuant to an Extension shall be no shorter than the Weighted Average Life to Maturity of such Class; (iv) if the aggregate principal amount Class of Existing Commitments and Existing Loans of a Class in respect of which Lenders shall have accepted an Extension Offer exceeds the maximum aggregate principal amount of Loans of such Class offered to be extended by Borrower pursuant subject to the relevant related Extension OfferAmendment; (B) the all-in pricing (including, then such Loans of such Class shall be extended ratably up without limitation, with respect to such maximum amount based on the relative principal amounts thereof (not to exceed any Lender’s actual holdings of recordmargins, fees and premiums) with respect to which the Extended Commitments and Extended Loans may be higher or lower than the all-in pricing (including, without limitation, margins, fees and premiums) for the Existing Commitments and Existing Loans; (C) the revolving credit Commitment fee rate with respect to the Extended Revolving Credit Commitments may be higher or lower than the revolving credit Commitment fee rate for Existing Revolving Credit Commitments; (D) no repayment of any Extended Revolving Credit Loans and no cancellation of any Extended Revolving Credit Commitments shall be permitted unless such repayment or cancellation, as applicable, is accompanied by an at least pro rata repayment or cancellation, as applicable, of all earlier maturing Revolving Credit Loans and Revolving Credit Commitments (including previously extended Revolving Credit Loans and Revolving Credit Commitments) (or all earlier maturing Revolving Credit Loans and Revolving Credit Commitments (including previously extended Revolving Credit Loans and Revolving Credit Commitments) shall otherwise be or have been terminated and repaid in full); (E) no repayment of any Extended Term Loans shall be permitted unless such repayment is accompanied by an at least pro rata repayment of all earlier maturing Incremental Term Loans (including previously extended Incremental Term Loans) (or all earlier maturing Incremental Term Loans (including previously extended Incremental Term Loans) shall otherwise be or have been terminated and repaid in full), (F) the Extended Commitments may contain a “most favored nation” provision for the benefit of Lenders accepted holding Extended Commitments; and (G) the other terms and conditions applicable to Extended Commitments and Extended Loans may be different than those with respect to the Existing Commitments and Existing Loans, so long as such terms and conditions only apply after the Latest Maturity Date in effect at the time of the Extension; provided further, each Extension OfferAmendment may, without the consent of any Lender other than the applicable extending Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent and the Borrower, to give effect to the provisions of this Section 2.15, including any amendments necessary to treat the applicable Loans and/or Commitments of the extending Lenders as a new “Class” of loans and/or commitments hereunder; provided however, no Extension Amendment may provide for any Class of Extended Commitments and Extended Loans to be secured by any Collateral or other assets of any Loan Party that does not also secure the Existing Commitments and Existing Loans; (vii) all documentation in respect of such Extension shall be consistent with the foregoing, and all written communications by Borrower generally directed to the applicable Lenders under the applicable Class in connection therewith shall be in form and substance consistent with the foregoing and otherwise reasonably satisfactory to Administrative Agent; and (viiii) a minimum amount in respect of such Extension (to be determined in the Borrower’s discretion and specified in the relevant Extension Offer, but in no event less than $25,000,000, unless another amount is agreed to by the Administrative Agent) shall be satisfied. Any Lender that does not elect to participate in an Extension shall become effective unless, on the proposed effective date of such Extension:be deemed to be a Non-Extending Lender and subject to being replaced pursuant to Section 11.13. (Ad) For the avoidance of doubt, it is understood and agreed that the provisions of Section 2.12 and Section 11.01 will not apply to Extensions of Commitments and Loans pursuant to Extension Offers made pursuant to and in accordance with the provisions of this Section 2.15, including to any payment of interest or fees in respect of any Extended Commitments and Extended Loans that have been extended pursuant to an Extension at a rate or rates different from those paid or payable in respect of Loans of any other Class, in each case as is set forth in the relevant Extension Offer. (e) The Lenders hereby irrevocably authorize the Administrative Agent shall have received a fully executed to enter into amendments (collectively, “Extension Amendments”) to this Agreement 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 as may be true necessary in order to establish new Classes of Commitments 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 Loans created pursuant 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 thatExtension, in each casecase on terms consistent with this Section 2.15. Without limiting the foregoing, in connection with any Extension, (i) the appropriate Loan Parties shall (at their expense) amend (and the Administrative Agent is hereby directed to amend) any Loan Document that the Administrative Agent reasonably requests to be amended to reflect an Extension that has a maturity date prior to the latest Extended Maturity Date so that such materiality qualifier maturity date is extended to the then latest Extended Maturity Date (or such later date as may be advised by counsel to the Administrative Agent) and (ii) the Borrower shall not deliver board resolutions, secretary’s certificates and officer’s certificates as reasonably be applicable requested by the Administrative Agent in connection therewith and a legal opinion of counsel reasonably acceptable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and Administrative Agent (Cx) as of to the date of such Extension, no event shall have occurred and be continuing or would result from the consummation enforceability of such Extension that would constitute an Event Amendment and (y) as to such other matters reasonably requested by the Administrative Agent. (f) Promptly following the consummation and effectiveness of Default or any Extension, the Borrower will furnish to the Administrative Agent (who shall promptly furnish to each Lender) written notice setting forth the Extended Maturity Date and material economic terms of the Extension and the aggregate principal amount of each Class of Loans and Commitments after giving effect to the Extension and attaching a Defaultcopy of the fully executed Extension Amendment.