Common use of Extensions of Term Loans Clause in Contracts

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

Extensions of Term Loans. (a) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Borrower to all Lenders of a any Class of Term Loans with a like Maturity Date Loans, in each case on a pro rata basis (based on the aggregate outstanding principal amount of the respective Term Loans of such Class with the same Maturity Dateapplicable Class) and on the same terms to each such Lender, the Borrower may is hereby permitted to consummate from time to time transactions with individual Lenders that accept the consent of any Lender that shall have accepted terms contained in such offer Extension Offers to extend the maturity date of any each such Lender’s Term Loans of the applicable Class and otherwise modify the terms of such Term Loans of such Lender pursuant to the terms of the relevant Extension Offer (including, without limitation, by increasing the interest rate or fees payable in respect of such Term Loans (and related outstandings) and/or modifying the amortization schedule in respect of such Lender’s Term Loans, and which such extensions shall not be subject to any “no default” requirement, pro forma compliance with any leverage ratio or other financial tests or “most favored nations provisions”) (each, an “Extension”, ,” and each group of Term Loans Loans, as applicable, in each case as so extended, as well as the group of original Term Loans (in each case not so extended), being a “tranche”; any Extended Term Loans shall constitute a separate tranche Class of Term Loans from the tranche Class of Term Loans from which they were converted converted, and a separate it being understood that an Extension may be in the form of an increase in the amount of any other outstanding Class of Term LoansLoans otherwise satisfying the criteria set forth below), so long as the following terms are satisfied (or waived): satisfied: (i) no Event of Default shall exist at the time the notice in respect of an Extension Offer is delivered to the Lenders, and no Event of Default shall exist immediately prior to or after giving effect to the effectiveness of any Extended Term Loans, (ii) except as to interest rates, fees, amortization, final maturity date, premium, AHYDO “catch up” payments, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iiiii), (iviii) and (viv), be determined by between the Borrower and set forth in the relevant Extension Offer), the Term Loans of any Term Lender that agrees to an extension with respect to such Term Loans (an “Extending Lender”) extended pursuant to any Extension (“Extended Term Loans”) shall have the same terms and conditions that are substantially identical to, or less favorable to the lenders or investors providing such Extended Term Loans as the tranche Class of Term Loans subject to such Extension OfferOffer other than with respect to covenants or other provisions applicable to periods after the Latest Maturity Date, (iiiii) the final maturity date of any Extended Term Loans shall be no earlier than the then Latest Maturity Date latest maturity date hereunder and the amortization schedule, if any, schedule applicable to Term Loans pursuant to Section 2.07 for periods prior to the then applicable Latest Maturity Date for Term Loans may not be increased, (iviii) the Weighted Average Life to Maturity of any Extended Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans extended thereby, (viv) any Extended Term Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments hereunder, in each case as specified in the applicable respective Extension Offer, (viv) if the aggregate principal amount of Term Loans (calculated on the face amount thereof) ), as the case may be, in respect of which Term Lenders Lenders, as the case may be, shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans Loans, as the case may be, offered to be extended by the Borrower pursuant to such Extension Offer, then the Term Loans Loans, as the case may be, of such Term Lenders Lenders, as the case may be, shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Term Lenders Lenders, as the case may be, have accepted such Extension Offer, (viivi) all documentation in respect of such Extension shall be consistent with the foregoing, and (viiivii) any applicable Minimum Extension Condition shall be satisfied unless waived by the BorrowerBorrower and (viii) the Minimum Tranche Amount shall be satisfied unless waived by the Administrative Agent. No Lender shall be obligated to extend its Term Loans unless it so agrees.

Extensions of Term Loans. (a) Notwithstanding anything The Borrower may at any time and from time to time request that all or a portion of the contrary in this Agreement, pursuant to Term Loans of one or more offers given Classes (the “Existing Term Loan Tranche”) be amended to extend the scheduled Term Loan Maturity Date(s) with respect to the Term Loans of such Existing Term Loan Tranche (any such Term Loans that have been so amended, “Extended Term Loans”) and to provide for other terms consistent with this Section 1.13. In order to establish any Extended Term Loans, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Term Loan Tranche) (each, an “Extension OfferRequest”) made from time to time by setting forth the Borrower to all Lenders proposed terms of a Class of the Extended Term Loans to be established, which shall (x) be identical as offered to each Lender under such Existing Term Loan Tranche (including as to the proposed interest rates and fees payable, but excluding any arrangement, structuring or other similar fees payable in connection therewith that are not generally shared with a like Maturity Date on a all applicable Lenders) and offered pro rata basis to each Lender under such Existing Term Loan Tranche and (based on y) be identical to the aggregate outstanding principal amount Term Loans under the Existing Term Loan Tranche from which such Extended Term Loans are intended to be amended, except that: (i) all or any of the respective scheduled amortization payments of principal of the Extended Term Loans may be delayed to later dates than the scheduled amortization payments of principal of the Term Loans of such Class with Existing Term Loan Tranche, to the same Maturity Date) and on extent provided in the same terms to each such Lenderapplicable Extension Amendment; provided, the Borrower may from however, that at no time to time with the consent shall there be Classes of any Lender that shall have accepted such offer extend the maturity date of any Extended Term Loans and otherwise modify hereunder that have more than three (3) different Term Loan Maturity Dates; (ii) the economic terms of such the Extended Term Loans (whether in the form of interest rate margin, upfront fees, OID or otherwise) may be different than the economic terms for the Term Loans of such Lender pursuant Existing Term Loan Tranche, in each case, to the extent provided in the applicable Extension Amendment; (iii) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the relevant Extension Offer Amendment (including, without limitation, by increasing immediately prior to the interest rate or fees payable in respect establishment of such Term Loans and/or modifying the amortization schedule in respect of such Extended Term Loans); and (iv) (each, an “Extension”, and each group of Term Loans as so extended, as well as the group of original Term Loans not so extended, being a “tranche”; any Extended Term Loans shall constitute a separate tranche of may have call protection as may be agreed by the Borrower and the Lenders thereof; provided, that no Extended Term Loans from may be optionally prepaid prior to the tranche Term Loan Maturity Date of Term Loans from which they were converted and a separate Class of the Initial Term Loans), so long as the following terms are satisfied unless such optional prepayment is accompanied by a pro rata optional prepayment of all outstanding Term Loans; provided, however, that (or waived): (iA) no Event of Default shall exist have occurred and be continuing at the time the notice in respect of an Extension Offer Request is delivered to the Lenders, and (B) in no Event of Default event shall exist immediately prior to or after giving effect to the effectiveness of any Extended Term Loans, (ii) except as to interest rates, fees, amortization, final maturity date, premium, AHYDO “catch up” payments, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iii), (iv) and (v), be determined by the Borrower and set forth in the relevant Extension Offer), the Term Loans of any Term Lender extended pursuant to any Extension (“Extended Term Loans”) shall have the same terms and conditions that are substantially identical to, or less favorable to the lenders or investors providing such Extended Term Loans as the tranche of Term Loans subject to such Extension Offer, (iii) the final maturity date Loan Maturity Date of any Extended Term Loans shall of a given Extension Series at the time of establishment thereof be no earlier than the then Latest Term Loan Maturity Date and of the amortization schedule, if any, applicable to Existing Term Loans for periods prior to the then applicable Latest Maturity Date may not be increasedLoan Tranche, (ivC) the Weighted Average Life to Maturity of any Extended Term Loans of a given Extension Series at the time of establishment thereof shall be no shorter than the remaining Weighted Average Life to Maturity of the Existing Term Loans extended therebyLoan Tranche, (vD) all documentation in respect of such Extension Amendment shall be consistent with the foregoing and (E) any Extended Term Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than a pro rata basis) in any voluntary repayments or prepayments of principal of Term Loans hereunder and on a pro rata basis or less than a pro rata basis (but not greater than a pro rata basis), in any mandatory repayments or prepayments of Term Loans hereunder, in each case as specified in the respective Extension Request. Any Extended Term Loans amended pursuant to any Extension Request shall be designated a series (each, a “Extension Series”) of Extended Term Loans for all purposes of this Agreement; provided that any Extended Term Loans amended from an Existing Term Loan Tranche may, to the extent provided in the applicable Extension OfferAmendment, be designated as an increase in any previously established Extension Series with respect to such Existing Term Loan Tranche (vi) if the in which case scheduled amortization with respect thereto shall be proportionately increased). Each request for an Extension Series of Extended Term Loans proposed to be incurred under this Section 1.13 shall be in an aggregate principal amount of Term Loans that is not less than $5,000,000 (calculated on it being understood that the face amount thereof) in respect of which Term Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate actual principal amount of Term Loans offered thereof provided by the applicable Lenders may be lower than such minimum amount) and the Borrower may impose an Extension Minimum Condition with respect to any Extension Request, which may be extended waived by the Borrower pursuant to such Extension Offer, then the Term Loans of such Term Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Term Lenders have accepted such Extension Offer, (vii) all documentation in respect of such Extension shall be consistent with the foregoing, and (viii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrowerits sole discretion.

Extensions of Term Loans. (a) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Borrower to all Lenders of a Class of Term Loans with a like Maturity Date of the same Class, in each case on a pro rata basis (based on the aggregate outstanding principal amount of the respective Term Loans with a like Maturity Date of such Class with the same Maturity DateClass, as the case may be) and on the same terms to each such Lender, the Borrower may is hereby permitted to consummate from time to time transactions with individual Lenders that accept the consent of any Lender that shall have accepted terms contained in such offer Extension Offers to extend the maturity date of any each such Lender’s Term Loans and otherwise modify the terms of such Term Loans of such Lender pursuant to the terms of the relevant Extension Offer (including, without limitation, by increasing the interest rate or fees payable in respect of such Term Loans (and related outstandings) and/or modifying the amortization schedule in respect of such Lender’s Term Loans) (each, an “Extension”, and each group of Term Loans Loans, as applicable, in each case as so extended, as well as the group of original Term Loans (in each case not so extended), thereafter being a “tranche”separate Classes; any Extended Term Loans shall constitute a separate tranche Class of Term Loans from the tranche Class of Term Loans from which they were converted and a separate Class of Term Loansconverted), so long as the following terms are satisfied (or waived): satisfied: (i) no Default or Event of Default shall exist have occurred and be continuing at the time the notice offering document in respect of an Extension Offer is delivered to the Lenders, and no Event of Default shall exist immediately prior to or after giving effect to the effectiveness of any Extended Term Loans, (ii) except as to interest rates, fees, amortization, final maturity date, premium, AHYDO “catch up” payments, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iii), (iv) and (v), be determined by the Borrower and set forth in the relevant Extension Offer), the Term Loans of any Lender that agrees to an Extension with respect to such Term Lender Loans (an “Extending Term Lender”) extended pursuant to any Extension (“Extended Term Loans”) shall have the same terms and conditions that are be substantially identical to, or less (taken as a whole) no more favorable to the lenders or investors providing such Extended Extending Term Loans as Lenders than those applicable to the tranche of Term Loans subject to such Extension Offer (except for covenants or other provisions applicable only to periods after the Latest Maturity Date as in effect at the time of the Extension Offer), (iii) the final maturity date of any Extended Term Loans shall be no earlier than the then Latest Maturity Date hereunder as in effect at the time of the Extension Offer and the amortization schedule, if any, scheduled repayments applicable to the respective Extended Term Loans shall not, for periods prior to the then applicable Latest Maturity Date may not scheduled maturity date of the Class in respect of the Extension Offer is being made, be increasedgreater than those which would have applied in the absence of such Extension, (iv) the Weighted Average Life to Maturity of any Extended Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Class of Term Loans extended therebythereby that do not accept such Extension Offer (except to the extent of nominal amortization for periods where amortization has been eliminated as a result of prepayment of the applicable Term Loans), (v) any Extended Term Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than a pro rata basis) in any voluntary or mandatory prepayments repayments hereunder, in each case as specified in the applicable respective Extension Offer, (vi) if the aggregate principal amount of Term Loans (calculated on the face amount thereof) in respect of which Term Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans offered to be extended by the Borrower pursuant to such Extension Offer, then the Term Loans of such Term Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Term Lenders have accepted such Extension Offer, (vii) all documentation in respect of such Extension shall be consistent with the foregoing, and (viii) any applicable Minimum Extension Condition shall be satisfied unless waived by the BorrowerBorrower and (ix) the Minimum Extended Class Amount shall be satisfied unless waived by the Administrative Agent.

Extensions of Term Loans. (a) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made The Borrower may at any time and from time to time by request that all or a portion of each Term Loan of any Class (an “Existing Term Loan Class”) be converted or exchanged to extend the scheduled final maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of such Term Loans (any such Term Loans which have been so extended, “Extended Term Loans”) and to provide for other terms consistent with this Section 2.15. Prior to entering into any Extension Agreement with respect to any Extended Term Loans, the Borrower shall provide written notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Term Loan Class, with such request offered equally to all such Lenders of such Existing Term Loan Class) (a “Term Loan Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established, which terms shall be similar to the Term Loans of the Existing Term Loan Class from which they are to be extended except that (w) the scheduled final maturity date shall be extended and all or any of the scheduled amortization payments, if any, of all or a portion of any principal amount of such Extended Term Loans may be delayed to later dates than the scheduled amortization, if any, of principal of the Term Loans of such Existing Term Loan Class (with any such delay resulting in a corresponding adjustment to the scheduled amortization payments reflected in the Extension Agreement or the Incremental Agreement, as the case may be, with respect to the Existing Term Loan Class of Term Loans from which such Extended Term Loans were extended, in each case as more particularly set forth in Section 2.15(c) below), (x)(A) the interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and prepayment premiums with a like Maturity Date on a pro rata basis (based on respect to the aggregate outstanding principal amount of Extended Term Loans may be different than those for the respective Term Loans of such Existing Term Loan Class with and/or (B) additional fees and/or premiums may be payable to the same Lenders providing such Extended Term Loans in addition to any of the items contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Extension Agreement, (y) subject to the provisions set forth in Sections 5.1 and 5.2, the Extended Term Loans may have optional prepayment terms (including call protection and prepayment terms and premiums) as may be agreed between the Borrower and the Lenders thereof and (z) the Extension Agreement may provide for other covenants and terms that apply to any period after the Latest Maturity Date) and on the same terms to each such Lender, the Borrower may from time to time with the consent of any . No Lender that shall have accepted such offer extend the maturity date any obligation to agree to have any of any Term Loans and otherwise modify the terms of such its Term Loans of such Lender pursuant to the terms of the relevant Extension Offer (including, without limitation, by increasing the interest rate or fees payable in respect of such any Existing Term Loans and/or modifying the amortization schedule in respect of such Term Loans) (each, an “Extension”, and each group of Term Loans as so extended, as well as the group of original Term Loans not so extended, being a “tranche”; any Loan Class converted into Extended Term Loans pursuant to any Term Loan Extension Request. Any Extended Term Loans of any Extension Series shall constitute a separate tranche Class of Term Loans from the tranche Existing Term Loan Class of Term Loans from which they were converted and a separate Class of Term Loans), so long as the following terms are satisfied (or waived): (i) no Event of Default shall exist at the time the notice in respect of an Extension Offer is delivered to the Lenders, and no Event of Default shall exist immediately prior to or after giving effect to the effectiveness of any Extended Term Loans, (ii) except as to interest rates, fees, amortization, final maturity date, premium, AHYDO “catch up” payments, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iii), (iv) and (v), be determined by the Borrower and set forth in the relevant Extension Offer), the Term Loans of any Term Lender extended pursuant to any Extension (“Extended Term Loans”) shall have the same terms and conditions that are substantially identical to, or less favorable to the lenders or investors providing such Extended Term Loans as the tranche of Term Loans subject to such Extension Offer, (iii) the final maturity date of any Extended Term Loans shall be no earlier than the then Latest Maturity Date and the amortization schedule, if any, applicable to Term Loans for periods prior to the then applicable Latest Maturity Date may not be increased, (iv) the Weighted Average Life to Maturity of any Extended Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans extended thereby, (v) any Extended Term Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments hereunder, as specified in the applicable Extension Offer, (vi) if the aggregate principal amount of Term Loans (calculated on the face amount thereof) in respect of which Term Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans offered to be extended by the Borrower pursuant to such Extension Offer, then the Term Loans of such Term Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Term Lenders have accepted such Extension Offer, (vii) all documentation in respect of such Extension shall be consistent with the foregoing, and (viii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrowerextended.

Extensions of Term Loans. (a) Notwithstanding anything The Borrower may at any time and from time to time request that all or a portion of the Term Loans of a given Class (an “Existing Term Loan Tranche”) be amended to extend the scheduled Term Loan Maturity Date(s) with respect to the contrary in Term Loans of such Existing Term Loan Tranche (any such Term Loans that have been so amended, “Extended Term Loans”) and to provide for other terms consistent with this AgreementSection 1.13. In order to establish any Extended Term Loans, pursuant the Borrower shall provide a notice to one or more offers the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Term Loan Tranche) (each, an “Extension OfferRequest”) made from time to time by setting forth the Borrower to all Lenders proposed terms of a Class of the Extended Term Loans to be established, which shall (x) be identical as offered to each Lender under such Existing Term Loan Tranche (including as to the proposed interest rates and fees payable, but excluding any arrangement, structuring or other similar fees payable in connection therewith that are not generally shared with a like Maturity Date on a all applicable Lenders) and offered pro rata basis to each Lender under such Existing Term Loan Tranche and (based on y) be identical to the aggregate outstanding principal amount Term Loans under the Existing Term Loan Tranche from which such Extended Term Loans are intended to be amended, except that: (i) all or any of the respective scheduled amortization payments of principal of the Extended Term Loans may be delayed to later dates than the scheduled amortization payments of principal of the Term Loans of such Class with Existing Term Loan Tranche, to the same Maturity Date) and on extent provided in the same terms to each such Lenderapplicable Extension Amendment; provided, the Borrower may from however, that at no time to time with the consent shall there be Classes of any Lender that shall have accepted such offer extend the maturity date of any Extended Term Loans and otherwise modify hereunder that have more than three (3) different Term Loan Maturity Dates; (ii) the terms All-In Yield with respect to the Extended Term Loans (whether in the form of such interest rate margin, upfront fees, OID or otherwise) may be different than the All-In Yield for the Term Loans of such Lender pursuant Existing Term Loan Tranche, in each case, to the extent provided in the applicable Extension Amendment; (iii) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the relevant Extension Offer Amendment (including, without limitation, by increasing immediately prior to the interest rate or fees payable in respect establishment of such Term Loans and/or modifying the amortization schedule in respect of such Extended Term Loans); and (iv) (each, an “Extension”, and each group of Term Loans as so extended, as well as the group of original Term Loans not so extended, being a “tranche”; any Extended Term Loans shall constitute a separate tranche of may have call protection as may be agreed by the Borrower and the Lenders thereof; provided, that no Extended Term Loans from may be optionally prepaid prior to the tranche Term Loan Maturity Date of Term Loans from which they were converted and a separate Class of the Initial Term Loans), so long as unless such optional prepayment is accompanied by a pro rata optional prepayment of the following terms are satisfied Initial Term Loans; provided, however, that (or waived): (iA) no Event of Default shall exist have occurred and be continuing at the time the notice in respect of an Extension Offer Request is delivered to the Lenders, and (B) in no Event of Default event shall exist immediately prior to or after giving effect to the effectiveness of any Extended Term Loans, (ii) except as to interest rates, fees, amortization, final maturity date, premium, AHYDO “catch up” payments, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iii), (iv) and (v), be determined by the Borrower and set forth in the relevant Extension Offer), the Term Loans of any Term Lender extended pursuant to any Extension (“Extended Term Loans”) shall have the same terms and conditions that are substantially identical to, or less favorable to the lenders or investors providing such Extended Term Loans as the tranche of Term Loans subject to such Extension Offer, (iii) the final maturity date Loan Maturity Date of any Extended Term Loans shall of a given Extension Series at the time of establishment thereof be no earlier than the then Latest Term Loan Maturity Date and of the amortization schedule, if any, applicable to Existing Term Loans for periods prior to the then applicable Latest Maturity Date may not be increasedLoan Tranche, (ivC) the Weighted Average Life to Maturity of any Extended Term Loans of a given Extension Series at the time of establishment thereof shall be no shorter than the remaining Weighted Average Life to Maturity of the Existing Term Loans extended therebyLoan Tranche, (vD) all documentation in respect of such Extension Amendment shall be consistent with the foregoing and (E) any Extended Term Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than a pro rata basis) in any voluntary repayments or prepayments of principal of Term Loans hereunder and on a pro rata basis or less than a pro rata basis (but not greater than a pro rata basis), in any mandatory repayments or prepayments of Term Loans hereunder, in each case as specified in the respective Extension Request. Any Extended Term Loans amended pursuant to any Extension Request shall be designated a series (each, a “Extension Series”) of Extended Term Loans for all purposes of this Agreement; provided that any Extended Term Loans amended from an Existing Term Loan Tranche may, to the extent provided in the applicable Extension OfferAmendment, be designated as an increase in any previously established Extension Series with respect to such Existing Term Loan Tranche (vi) if the in which case scheduled amortization with respect thereto shall be proportionately increased). Each request for an Extension Series of Extended Term Loans proposed to be incurred under this Section 1.13 shall be in an aggregate principal amount of Term Loans that is not less than $5,000,000 (calculated on it being understood that the face amount thereof) in respect of which Term Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate actual principal amount of Term Loans offered thereof provided by the applicable Lenders may be lower than such minimum amount) and the Borrower may impose an Extension Minimum Condition with respect to any Extension Request, which may be extended waived by the Borrower pursuant to such Extension Offer, then the Term Loans of such Term Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Term Lenders have accepted such Extension Offer, (vii) all documentation in respect of such Extension shall be consistent with the foregoing, and (viii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrowerits sole discretion.

Extensions of Term Loans. (a) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Borrower after the date that is two (2) years after the date hereof to all Lenders of a Class of Term Loans with a like Maturity Date maturity date on a pro rata basis (based on the aggregate outstanding principal amount of the respective Term Loans of such Class with the same Maturity Datea like maturity date) and on the same terms to each such Lender, the Borrower may is hereby permitted to consummate from time to time transactions with individual Lenders that accept the consent of any Lender that shall have accepted terms contained in such offer Extension Offers to extend the maturity date of any each such Lender’s Term Loans and otherwise modify the terms of such Term Loans of such Lender pursuant to the terms of the relevant Extension Offer (includingand, without limitationif applicable, by increasing modifying the interest rate or fees payable in respect of such Term Loans and/or modifying the amortization schedule in respect of such Term Loans) (each, an “Extension”, and each group of Term Loans as so extended, as well as the group of original Term Loans not so extended, being a “tranche”; any Extended Term Loans shall constitute a separate tranche of Term Loans from the tranche of Term Loans from which they were converted and a separate Class of Term Loansextended), so long as the following terms are satisfied satisfied: (or waived): (i) no Event of Default shall exist at the time the notice in respect of an Extension Offer is delivered to the Lenders, and no Event of Default shall exist immediately prior to or after giving effect to the effectiveness of any Extended Term Loans, (iii)(1) except as to pricing (including interest rates, fees, funding discounts and prepayment premiums), amortization, final maturity date, premium, AHYDO “catch up” paymentsmaturity, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iiii)(2), (ivi)(3) and (vii), be determined by the Borrower and set forth in the relevant Extension Offer), the Term Loans of any Term Loan Lender that agrees to an Extension with respect to such Term Loans (an “Extending Term Lender”) extended pursuant to any Extension (“Extended Term Loans”) shall have the same terms the terms and conditions that are substantially identical to, or less favorable to the lenders or investors providing such Extended Term Loans as of the tranche of Term Loans subject as to such Extension Offer, (iii2) the final weighted average life to maturity date of any Extended Term Loans shall be no earlier than the then Latest Maturity Date and the amortization schedule, if any, applicable to Term Loans for periods prior to the then applicable Latest Maturity Date may not be increased, (iv) the Weighted Average Life to Maturity of any Extended Term Loans shall be no shorter than the remaining Weighted Average Life weighted average life to Maturity maturity of the Term Loans Class extended thereby, thereby and (v3) any Extended Term Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than a pro rata basis) ), in each case after giving effect to any Extended Term Loans, in any voluntary or mandatory repayments or prepayments of Term Loans hereunder, in each case as specified in the applicable respective Extension Offer, (viii) if the aggregate principal amount of Term Loans (calculated on the face amount thereof) ), in respect of which Term Loan Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans offered to be extended by the Borrower pursuant to such Extension Offer, then the Term Loans of such Term Loan Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Term Loan Lenders have accepted such Extension Offer, Offer and (viiiii) all documentation in respect of such Extension shall be consistent with the foregoing, and (viii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower.

Extensions of Term Loans. (a) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Borrower to all Lenders of a Loans of any Class of Term Loans with a like Maturity Date on a pro rata basis (based on the aggregate outstanding principal amount of the respective Term Loans of such Class with the same Maturity Datea like maturity date) and on the same terms to each such Lender, the Borrower may is hereby permitted to consummate from time to time transactions with individual Lenders that accept the consent of any Lender that shall have accepted terms contained in such offer Extension Offers to extend the maturity date of any Term each such Lender’s Loans of such Class and otherwise modify the terms of such Term Loans of such Lender pursuant to the terms of the relevant Extension Offer (including, without limitation, by increasing the interest rate or fees payable in respect of such Term Loans and/or modifying the amortization schedule in respect of such Term Lender’s Loans) (each, an “Extension”, and each group of Term Loans as so extended, as well as the group of original Term Loans not so extended, being a “tranche”; any Extended Term Loans shall constitute a separate tranche of Term Loans from the tranche of Term Loans from which they were converted and a separate Class of Term Loans), so long as the following terms are satisfied (or waived): satisfied: (i) no Default or Event of Default shall exist have occurred and be continuing at the time the notice in respect of an Extension Offer is delivered to the Lenders, and no Event of Default shall exist immediately prior to or after giving effect to the effectiveness of any Extended Term Loans, (ii) except as to interest rates, fees, amortization, final maturity date, premium, AHYDO “catch up” payments, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iii), (iv) and (v), be determined by between the Borrower and the applicable Lenders and set forth in the relevant amendment to the Loan Documents providing for such Extended Term Loans (an “Extension OfferAmendment”)), the Term Loans of any Lender that agrees to an extension with respect to such Loans (an “Extending Term Lender Lender”) extended pursuant to any Extension (“Extended Term Loans”) shall have the same terms and conditions that are substantially identical to, or less favorable to the lenders or investors providing such Extended Term Loans as the tranche Class of Term Loans subject to such Extension Offer, (iii) the final maturity date of any Extended Term Loans shall be no earlier than the then Latest Maturity Date and final maturity date of the amortization schedule, if any, applicable to Term Loans for periods prior to the then applicable Latest Maturity Date may not be increasedexisting Class of Loans, (iv) the Weighted Average Life to Maturity of any Extended Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans extended therebyexisting Class of Loans, (v) any Extended Term Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments hereunder, in each case as specified in the applicable respective Extension OfferAmendment, (vi) if the aggregate principal amount of Term Loans (calculated on the face amount thereof) in respect of which Term Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans offered to be extended by the Borrower pursuant to such Extension Offer, then the Term Loans of such Term Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) Loans with respect to which such Term Lenders Lenders, have accepted such Extension Offer, (vii) all documentation in respect of such Extension shall be consistent with the foregoing, and (viii) any applicable Minimum Extension Condition shall be satisfied unless waived by the BorrowerBorrower and (ix) the Minimum Tranche Amount shall be satisfied unless waived by the Administrative Agent.

Extensions of Term Loans. (a) Notwithstanding anything to the contrary in this Agreement, pursuant not less than forty-five (45) days prior to one or more offers the then-effective Maturity Date, the Borrower may, at its option, by means of a letter (each, an “Extension OfferRequest”) made from time addressed to time by the Borrower Administrative Agent (who shall promptly deliver such Extension Request to each Lender), request that all the Lenders of all or a Class portion of Term Loans with a like Maturity Date on a pro rata basis (based on the aggregate outstanding principal amount of the respective Term Loans of such Class with the same Maturity Date) and on the same terms to each such Lender, the Borrower may from time to time with the consent of any Lender that shall have accepted such offer extend the maturity date of any Term Loans their scheduled Maturity Dates and otherwise modify the terms of such Term Loans of such Lender pursuant to the terms of the relevant Extension Offer Request (including, without limitation, by increasing the interest rate or fees payable in respect of such Term Loans and/or modifying the amortization schedule in respect of such Term Loans) (each, an “Extension”, and each group of Term Loans as so extended, as well as the group of original Term Loans (not so extended), being a “tranche”; any Extended Term Loans shall constitute a separate tranche of Term Loans from the tranche of Term Loans from which they were converted and a separate Class of Term Loansconverted), so long as the following terms are satisfied (or waived): satisfied: (i) no Event of Default shall exist at the time the notice in respect of an Extension Offer is delivered to the Lenders, and no Event of Default shall exist immediately prior to or after giving effect to the effectiveness of any Extended Term Loans, (ii) except as to interest rates, fees, amortization, final maturity date, premium, AHYDO “catch up” payments, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (ii), (iii), (iv) and (v), be determined by the Borrower and set forth in the relevant Extension OfferRequest), the Term Loans of any Term Lender (an “Extending Term Lender”) extended pursuant to any Extension (“Extended Term Loans”) shall have the same terms and conditions that are substantially identical to, or less favorable to the lenders or investors providing such Extended Term Loans as the tranche of Term Loans subject to such Extension OfferRequest, (iiiii) the final maturity date of any Extended Term Loans shall be no earlier than the then Latest Maturity Date and the amortization schedule, if any, applicable to Term the Loans for periods extended thereby (prior to the then applicable Latest Maturity Date may not be increasedgiving effect to any such Extension), (iviii) the Weighted Average Life to Maturity of any Extended Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans extended thereby, (viv) any Extended Term Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments hereunder, in each case as specified in the applicable respective Extension OfferRequest, (v) the interest rate for any Extending Term Loan shall not be greater than the interest rate for the Term Loans made on the Closing Date, provided, that in determining the interest rate for the Extended Term Loans solely for the purpose of this Section, (A) OID or upfront fees (which shall be deemed to constitute like amounts of OID) payable to the Extending Term Lenders and the Lenders in the initial primary syndication thereof shall be included and equated to interest (with OID or upfront fees being equated to interest based on an assumed four-year life to maturity), and (B) customary arrangement, underwriting, structuring or commitment fees payable to one or more arrangers (or their affiliates) in connection with the Extended Term Loans and the Term Loans made on the Closing Date shall be excluded, (vi) if the aggregate principal amount of Term Loans (calculated on the face amount thereof) in respect of which Term Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans offered to be extended by the Borrower pursuant to such Extension Offer, then the Term Loans of such Term Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Term Lenders have accepted such Extension Offer, (vii) all documentation in respect of such Extension shall be consistent with the foregoing, ; (vii) no more than four (4) Maturity Dates shall apply to the outstanding Loans after giving effect to any Extension proposed in such Extension Request and (viii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower.. Each Lender electing (in its sole discretion) to extend its scheduled Maturity Date shall execute and deliver not later than the date set by the Borrower and the Administrative Agent in the applicable Extension Request counterparts of such Extension Request to the Administrative Agent, who shall notify the Borrower, in writing, of the Lenders’ decisions as soon as possible thereafter, whereupon such Lender’s scheduled Maturity Date shall be extended, effective only as of the date that is such Lender’s then-current scheduled Maturity Date, for the period as agreed in the Extension Request. Any Lender that declines or fails to respond to an Extension Request shall be deemed to have not extended its scheduled Maturity Date

Extensions of Term Loans. (a) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Borrower Agent to all Lenders of a Class of Term Loans with a like Maturity Date maturity date, on a pro rata basis (based on the aggregate outstanding principal amount of the respective Term Loans of such Class with the same Maturity Datea like maturity date) and on the same terms to each such Lender, the Borrower may Borrowers are hereby permitted to consummate from time to time transactions with individual Lenders that accept the consent of any Lender that shall have accepted terms contained in such offer Extension Offers to extend the maturity date of any each such Lender’s Term Loans and otherwise modify the terms of such Term Loans of such Lender pursuant to the terms of the relevant Extension Offer (including, without limitation, including by increasing the interest rate or fees payable in respect of such Term Loans and/or modifying the amortization schedule in respect of such Lender’s Term Loans) (each, an “Extension”, ,” and each group of Term Loans as so extended, as well as the group of original Term Loans (not so extended), being a “tranche”; any Extended Term Loans shall constitute a separate tranche of Term Loans from the tranche of Term Loans from which they were converted and a separate Class of Term Loans), converted) so long as the following terms are satisfied (or waived): satisfied: (i) no Default or Event of Default shall exist have occurred and be continuing at the time the notice offering document in respect of an Extension Offer is delivered to the Lenders, and no Event of Default shall exist immediately prior to or after giving effect to the effectiveness of any Extended Term Loans, (ii) except as to interest rates, fees, amortization, final maturity date, premium, AHYDO “catch up” payments, required prepayment dates and participation in prepayments (which shall, subject to the immediately succeeding clauses (iii), (iv) and (v), be determined by the Borrower Agent and set forth in the relevant Extension Offer), the Term Loans of any Lender that agrees to an extension with respect to such Term Lender Loans extended pursuant to any Extension (“Extended Term Loans”) shall have the same terms and conditions that are substantially identical to, or less favorable to the lenders or investors providing such Extended Term Loans as the tranche of Term Loans subject to such Extension OfferOffer until the maturity of such Term Loans, (iii) the final maturity date of any Extended Term Loans shall be no earlier than the then Latest Maturity Date latest maturity date hereunder and the amortization schedule, if any, schedule applicable to Term Loans pursuant to subsection 2.2 for periods prior to the then applicable Latest Maturity Date Date, as applicable, may not be increased, (iv) the Weighted Average Life to Maturity weighted average life of any Extended Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity weighted average life of the Term Loans extended thereby, (v) any Extended Term Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments hereunder, in each case as specified in the applicable respective Extension Offer, (vi) if the aggregate principal amount of Term Loans (calculated on the face amount thereof) in respect of which Term Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans offered to be extended by the Borrower Agent pursuant to such Extension Offer, then the Term Loans of such Term Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Term Lenders have accepted such Extension Offer, (vii) all documentation in respect of such Extension shall be consistent with the foregoing, and (viii) any applicable Minimum Extension Condition shall be satisfied unless waived by the BorrowerBorrowers and (ix) the Minimum Tranche Amount shall be satisfied unless waived by the Administrative Agent.

Extensions of Term Loans. (a) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Borrower to all Lenders of a Class of Term Loans with a like Maturity Date on a pro rata basis (based on the aggregate outstanding principal amount of the respective Term Loans of such Class with the same a like Maturity Date) and on the same terms to each such Lender, the Borrower may is hereby permitted to consummate from time to time transactions with individual Lenders that accept the consent of any Lender that shall have accepted terms contained in such offer Extension Offers to extend the maturity date Maturity Date of any each such Lender’s Term Loans and otherwise modify the terms of such Term Loans of such Lender pursuant to the terms of the relevant Extension Offer (including, without limitation, including by increasing the interest rate or fees payable in respect of such Term Loans and/or modifying the amortization schedule in respect of such Lender’s Term Loans) (each, an “Extension”, and each group of Term Loans as so extended, as well as the group of original Term Loans not so extended, being a “tranche”; any ). Any Extended Term Loans shall constitute a separate tranche of Term Loans from the tranche of Term Loans from which they were converted and a separate Class of Term Loans)converted, so long as the following terms are satisfied (or waived): satisfied: (i) no Event of Default shall exist have occurred and be continuing at the time the notice offering document in respect of an Extension Offer is delivered to the Lenders, and no Event of Default shall exist immediately prior to or after giving effect to the effectiveness of any Extended Term Loans, ; (ii) except as to pricing (interest ratesrate, fees, amortization, final funding discounts and prepayment premiums) and maturity date, premium, AHYDO “catch up” payments, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iii), (iv) and (v), shall be determined by the Borrower and set forth in the relevant Extension Offer), the Term Loans of any Lender that agrees to an Extension with respect to such Term Lender Loans (an “Extending Term Lender”) extended pursuant to any Extension (“Extended Term Loans”) shall have the same terms and conditions that are substantially identical to, or less favorable to the lenders or investors providing such Extended Term Loans as the tranche of Term Loans subject to such Extension Offer, Offer (except for covenants or other provisions contained therein applicable only to periods after the then Latest Maturity Date of the Term Loans); (iii) the final maturity date of any Extended Term Loans shall be no earlier than the then Latest Maturity Date and of the amortization schedule, if any, applicable to Term Loans for periods prior to the then applicable Latest Maturity Date may not be increased, Loans; (iv) the Weighted Average Life to Maturity of any Extended Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans Class extended thereby, ; (v) any Extended Term Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments hereunder, in each case, as specified in the respective Extension Offer (provided that if the applicable Extension OfferExtending Term Lenders have the ability to decline mandatory prepayments, any such mandatory prepayment that is not accepted by the applicable Extending Term Lenders shall be applied, subject to the right of any applicable Lender to decline mandatory prepayments (if any), to the non-extended Term Loans of the Class being extended); (vi) if the aggregate principal amount of Term Loans (calculated on the face amount thereof) in respect of which Term Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans offered to be extended by the Borrower pursuant to such Extension Offer, then the Term Loans of such Term Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Term Lenders have accepted such Extension Offer, ; (vii) all documentation in respect the Extended Term Loans may not be guaranteed by any Subsidiary of Parent other than the Loan Parties; (viii) no assets or property shall secure the Extended Term Loans unless such Extension shall be consistent with the foregoing, assets or property constitute Collateral; and (viiiix) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower.

Extensions of Term Loans. (a) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made The Borrower may at any time and from time to time by after the Borrower to Stage 3 Closing Date request that all Lenders or a portion of a Class of the Term Loans with a like Maturity Date on a pro rata basis (based on outstanding at the aggregate outstanding principal amount of the respective Term Loans time of such Class with the same Maturity Daterequest (any such Term Loans, “Existing Term Loans”) and on the same terms be converted to each such Lender, the Borrower may from time to time with the consent of any Lender that shall have accepted such offer extend the scheduled final maturity date of any Term Loans and otherwise modify the terms payment of principal with respect to all or a portion of any principal amount of such Term Loans of such Lender pursuant to the terms of the relevant Extension Offer (including, without limitation, by increasing the interest rate or fees payable in respect of any such Term Loans and/or modifying the amortization schedule in respect of such Term Loans) (eachwhich have been so converted, an “Extension”, and each group of Term Loans as so extended, as well as the group of original Term Loans not so extended, being a “tranche”; any Extended Term Loans shall constitute a separate tranche of Term Loans from the tranche of Term Loans from which they were converted and a separate Class of Term Loans), so long as the following terms are satisfied (or waived): (i) no Event of Default shall exist at the time the notice in respect of an Extension Offer is delivered to the Lenders, and no Event of Default shall exist immediately prior to or after giving effect to the effectiveness of any Extended Term Loans, (ii) except as to interest rates, fees, amortization, final maturity date, premium, AHYDO “catch up” payments, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iii), (iv) and (v), be determined by the Borrower and set forth in the relevant Extension Offer), the Term Loans of any Term Lender extended pursuant to any Extension (“Extended Term Loans”) and to provide for other terms consistent with this Section 2.06 (Extensions of Term Loans). Prior to entering into any Extension Amendment with respect to any Extended Term Loans, the Borrower shall have the same terms and conditions that are substantially identical to, or less favorable provide written notice to the lenders Intercreditor Agent and the Term Loan Facility Agent (who shall provide a copy of such notice to each of the Term Lenders of the Existing Term Loans and which such request shall be offered equally to all such Term Lenders) (a “Term Loan Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established, which terms shall be identical to the Existing Term Loans, except that (i) the Extended Term Loans may constitute a separate class of Term Loans than the Existing Term Loans and may have distinct voting rights with respect to such class, (ii) the scheduled final maturity date shall be extended and all or investors providing any of the scheduled amortization payments of all or a portion of any principal amount of such Extended Term Loans as may be delayed to later dates than the tranche scheduled amortization of principal of the Existing Term Loans (with any such delay resulting in a corresponding adjustment to the scheduled amortization payments reflected in Section 3.01(a) (Repayment of Term Loan Borrowings) with respect to the Existing Term Loans subject to from which such Extension Offer, (iii) the final maturity date of any Extended Term Loans shall be no earlier than were extended, in each case as more particularly set forth in Section 2.06(c) (Extensions of Term Loans) below) (provided that, for the then Latest Maturity Date and avoidance of doubt, the amortization schedule, if any, applicable weighted average life to Term Loans for periods prior to the then applicable Latest Maturity Date may not be increased, (iv) the Weighted Average Life to Maturity maturity of any such Extended Term Loans shall be no shorter than the remaining Weighted Average Life weighted average life to Maturity maturity of the Existing Term Loans extended therebyLoans), (viii) any Extended Term Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basisA) in any voluntary or mandatory prepayments hereunderthe interest rates (including through fixed interest rates), as specified in the applicable Extension Offerinterest margins, (vi) if the aggregate principal amount of Term Loans (calculated on the face amount thereof) in respect of which Term Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans offered to be extended by the Borrower pursuant to such Extension Offerrate floors, then the Term Loans of such Term Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) upfront fees, funding discounts, original issue discounts and premiums with respect to which such the Extended Term Lenders have accepted such Extension Offer, (vii) all documentation in respect of such Extension shall be consistent with the foregoing, and (viii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower.Loans

Extensions of Term Loans. (a) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the applicable Borrower to all Lenders of a Class of Term B-1 Loans, Incremental Term Loans, New Term Loans with a like Maturity Date or Other Term Loans, in each case of any Class and on a pro rata basis (based on the aggregate outstanding principal amount of the respective Term B-1 Loans, Incremental Term Loans, New Term Loans of such Class or Other Term Loans, as the case may be, with the same a like Maturity Date) and on the same terms to each such Lender, the such Borrower may is hereby permitted to consummate from time to time transactions with individual Lenders that accept the consent of any Lender that shall have accepted terms contained in such offer Extension Offers to extend the maturity date of any each such Lender’s Term B-1 Loans, Incremental Term Loans, New Term Loans or Other Term Loans with a like Maturity Date and otherwise modify the terms of such Term B-1 Loans, Incremental Term Loans, New Term Loans of such Lender or Other Term Loans pursuant to the terms of the relevant Extension Offer (including, without limitation, by increasing the interest rate or fees payable in respect of such Term B-1 Loans, Incremental Term Loans, New Term Loans or Other Term Loans and/or modifying the amortization schedule in respect of such Lender’s Term B-1 Loans, Incremental Term Loans, New Term Loans or Other Term Loans with a like Maturity Date) (each, an “Extension”, ,” and each group of Term B-1 Loans, Incremental Term Loans, New Term Loans or Other Term Loans as so extended, as well as the group of original Term B-1 Loans, Incremental Term Loans, New Term Loans or Other Term Loans (in each case not so extended), being a “tranche”; any Extended Term Loans shall constitute a separate tranche of Term B-1 Loans, Incremental Term Loans, New Term Loans or Other Term Loans from the tranche of Term B-1 Loans, Incremental Term Loans, New Term Loans or Other Term Loans with a like Maturity Date from which they were converted and a separate Class of Term Loansconverted), so long as the following terms are satisfied (or waived): satisfied: (i) no Default or Event of Default shall exist have occurred and be continuing at the time the notice offering document in respect of an Extension Offer is delivered to the Lenders, and no Event of Default shall exist immediately prior to or after giving effect to the effectiveness of any Extended Term Loans, ; (ii) except as to interest rates, fees, amortization, final maturity date, premium, AHYDO “catch up” payments, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iii), (iv) and (v), be determined by the applicable Borrower and the Extending Term Loan Lenders and set forth in the relevant Extension Offer), the Term B-1 Loans, Incremental Term Loans, New Term Loans or Other Term Loans of any Term Loan Lender that agrees to an Extension with respect to such Term B-1 Loans, Incremental Term Loans, New Term Loans or Other Term Loans with a like Maturity Date (an “Extending Term Loan Lender”) extended pursuant to any Extension (“Extended Term Loans”) shall have the same terms and conditions that are substantially identical to, or less favorable to the lenders or investors providing such Extended Term Loans as the tranche of Term Loans subject to such Extension Offer, ); (iii) the final maturity date of any Extended Term Loans shall be no earlier than the then Latest Maturity Date and the amortization schedule, if any, applicable to Term Loans for periods prior to the then applicable Latest Maturity Date may not be increased, hereunder; (iv) the Weighted Average Life to Maturity of any Extended Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term B-1 Loans, Incremental Term Loans, New Term Loans or Other Term Loans extended thereby, ; (v) any Extended Term Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments hereunder, in each case as specified in the applicable respective Extension Offer, ; (vi) if the aggregate principal amount of Term B-1 Loans, Incremental Term Loans, New Term Loans or Other Term Loans (calculated on the face amount thereof) ), as the case may be, in respect of which Term Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term B-1 Loans, Incremental Term Loans, New Term Loans or Other Term Loans, as the case may be, offered to be extended by the applicable Borrower pursuant to such Extension Offer, then the Term B-1 Loans, Incremental Term Loans, New Term Loans or Other Term Loans, as the case may be, of such Term Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Term Lenders have accepted such Extension Offer, ; (vii) all documentation in respect of such Extension shall be consistent with the foregoing, and ; (viii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrowerapplicable Borrower and (ix) any Extended Term Loans shall be denominated in the same currency as the Term B-1 Loans, Incremental Term Loans, New Term Loans or Other Term Loans extended thereby.

Extensions of Term Loans. (a) Notwithstanding anything The Borrower may from time to time, pursuant to the contrary provisions of this Section 2.22, agree with one or more Lenders holding Term Loans of any Class to extend the maturity date, and otherwise modify the economic terms of any such Class or any portion thereof (including, without limitation, by increasing the interest rate or fees payable and/or modifying the amortization schedule in this Agreement, respect of any Term Loans of such Class or any portion thereof (each such modification an “Extension”) pursuant to one or more written offers (each, each an “Extension Offer”) made from time to time by the Borrower to all Lenders of a under any Class of Term Loans with a like Maturity Date that is proposed to be extended under this Section 2.22), in each case on a pro rata basis (based on the aggregate outstanding relative principal amount amounts of the respective outstanding Term Loans of each Lender in such Class with the same Maturity DateClass) and on the same terms to each such Lender. In connection with each Extension, the Borrower may from time will provide notification to time with the consent Administrative Agent (for distribution to the Lenders of any Lender that shall have accepted such offer extend the applicable Class), no later than 30 days prior to the maturity of the applicable Class or Classes to be extended of the requested new maturity date of any Term Loans and otherwise modify for the terms of such extended Term Loans of each such Class (each an “Extended Maturity Date”) and the due date for Lender pursuant 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 terms of the relevant Extension Offer (including, without limitation, by increasing the interest rate or fees payable in respect of such Term Loans and/or modifying the amortization schedule in respect of such Term Loans) (each, an “Extension”, and each group of Term Loans as so extended, as well as the group of original Term Loans Administrative Agent. Any Lender that does not so extended, being a “tranche”; any Extended Term Loans shall constitute a separate tranche of Term Loans from the tranche of Term Loans from which they were converted and a separate Class of Term Loans), so long as the following terms are satisfied (or waived): (i) no Event of Default shall exist at the time the notice in respect of respond to an Extension Offer is delivered by the applicable due date shall be deemed to the Lenders, and no Event of Default shall exist immediately prior to or after have rejected such Extension. After giving effect to the effectiveness of any Extended Term Loans, (ii) except as to interest rates, fees, amortization, final maturity date, premium, AHYDO “catch up” payments, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iii), (iv) and (v), be determined by the Borrower and set forth in the relevant Extension Offer)Extension, the Term Loans so extended shall cease to be a part of any Term Lender extended pursuant to any Extension (“Extended Term Loans”) shall have the same terms and conditions that are substantially identical to, or less favorable to the lenders or investors providing such Extended Term Loans as the tranche Class they were a part of Term Loans subject to such Extension Offer, (iii) the final maturity date of any Extended Term Loans shall be no earlier than the then Latest Maturity Date and the amortization schedule, if any, applicable to Term Loans for periods immediately prior to the then applicable Latest Maturity Date may not be increased, (iv) the Weighted Average Life to Maturity of any Extended Term Loans Extension and shall be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans extended thereby, (v) any Extended Term Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments new Class hereunder, as specified in the applicable Extension Offer, (vi) if the aggregate principal amount of Term Loans (calculated on the face amount thereof) in respect of which Term Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans offered to be extended by the Borrower pursuant to such Extension Offer, then the Term Loans of such Term Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Term Lenders have accepted such Extension Offer, (vii) all documentation in respect of such Extension shall be consistent with the foregoing, and (viii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower.

Extensions of Term Loans. (a) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made The Borrower may at any time and from time to time by request that all or a portion of the Borrower Term Loans of any Class (an “Existing Term Loan Class”) be exchanged to extend the scheduled maturity date(s) of any payment of principal thereof with respect to all Lenders or a portion of a Class of Term Loans with a like Maturity Date on a pro rata basis (based on the aggregate outstanding any principal amount of such Term Loans (any such Term Loans which have been so extended, “Extended Term Loans”) and to provide for other terms consistent with this Section 2.18. Prior to entering into any Term Extension Agreement, the respective Borrower shall provide written notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Term Loan Class) (a “Term Loan Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established thereunder, which terms shall be identical to the Term Loans of the Existing Term Loan Class from which they are to be extended except (x) the scheduled final maturity date shall be extended and all or any of the scheduled amortization payments of all or a portion of any principal amount of such Extended Term Loans may be delayed to later dates than the scheduled amortization of principal of the Term Loans of such Existing Term Loan Class (with any such delay resulting in a corresponding adjustment to the same Maturity Date) and on scheduled amortization payments reflected in Section 2.07 or in the same terms Incremental Amendment, as the case may be, with respect to each the Existing Term Loan Class from which such Lender, the Borrower may from time to time with the consent of any Lender that shall have accepted such offer extend the maturity date of any Extended Term Loans and otherwise modify the terms of such Term Loans of such Lender pursuant to the terms of the relevant Extension Offer were extended, in each case as more particularly set forth in Section 2.18(c) below), (y) all-in pricing (including, without limitation, by increasing margins, fees and premiums) with respect to the interest rate Extended Term Loans may be higher or lower than the all-in pricing (including, without limitation, margins, fees payable in respect and premiums) for the Term Loans of such Existing Term Loans and/or modifying Loan Class, in each case, to the amortization schedule extent provided in respect the applicable Term Extension Agreement and (z) the voluntary and mandatory prepayment rights of such Term Loans) (each, an “Extension”, and each group of Term Loans as so extended, as well as the group of original Term Loans not so extended, being a “tranche”; any Extended Term Loans shall be subject to the provisions set forth in Section 2.05. No Lender shall have any obligation to agree to have any of its Term Loans of any Existing Term Loan Class exchanged into Extended Term Loans pursuant to any Term Loan Extension Request. Any Extended Term Loans of any Term Extension Series shall constitute a separate tranche Class of Term Loans from the tranche Existing Term Loan Class of Term Loans from which they were converted and a separate Class of Term Loans), so long as the following terms are satisfied (or waived): (i) no Event of Default shall exist at the time the notice in respect of an Extension Offer is delivered to the Lenders, and no Event of Default shall exist immediately prior to or after giving effect to the effectiveness of any Extended Term Loans, (ii) except as to interest rates, fees, amortization, final maturity date, premium, AHYDO “catch up” payments, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iii), (iv) and (v), be determined by the Borrower and set forth in the relevant Extension Offer), the Term Loans of any Term Lender extended pursuant to any Extension (“Extended Term Loans”) shall have the same terms and conditions extended; provided that are substantially identical to, or less favorable to the lenders or investors providing such Extended Term Loans as the tranche of Term Loans subject to such Extension Offer, (iii) the final maturity date of any Extended Term Loans shall be no earlier than the then Latest Maturity Date and the amortization scheduleextended may, if any, applicable to Term Loans for periods prior to the then applicable Latest Maturity Date may not be increased, (iv) the Weighted Average Life to Maturity of any Extended Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans extended thereby, (v) any Extended Term Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments hereunder, as specified extent provided in the applicable Term Extension OfferAgreement, (vi) if the aggregate principal amount be designated as an increase to any previously established Class of Extended Term Loans; provided that in no event shall there be more than ten Classes of Term Loans (calculated on the face amount thereof) in respect of which Term Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans offered to be extended by the Borrower pursuant to such Extension Offer, then the Term Loans of such Term Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Term Lenders have accepted such Extension Offer, (vii) all documentation in respect of such Extension shall be consistent with the foregoing, and (viii) outstanding at any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrowertime.

Extensions of Term Loans. (a) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Borrower to all Lenders of a any Class of Term Loans with a like Maturity Date on a pro rata basis (based on the aggregate outstanding principal amount of the respective Term Loans of such Class with the same Maturity Dateapplicable Class) and on the same terms to each such Lender, the Borrower may is hereby permitted to consummate from time to time transactions with individual Lenders that accept the consent of any Lender that shall have accepted terms contained in such offer Extension Offers to extend the maturity date of any each such Lender’s Term Loans of the applicable Class and otherwise modify the terms of such Term Loans of such Lender pursuant to the terms of the relevant Extension Offer (including, without limitation, by increasing the interest rate or fees payable in respect of such Term Loans and/or (and related outstandings), modifying the amortization schedule in respect of such Lender’s Term Loans and/or modifying any prepayment premium or call protection in respect of such Lender’s Term Loans) (each, an “Extension”, ,” and each group of Term Loans in each case as so extended, as well as the group of original Term Loans (in each case not so extended), being a “tranche”; any Extended Term Loans shall constitute a separate tranche Class of Term Loans from the tranche Class of Term Loans from which they were converted and a separate converted, it being understood that an Extension may be in the form of an increase in the amount of any outstanding Class of Term LoansLoans otherwise satisfying the criteria set forth below), so long as the following terms are satisfied (or waived): (i) no Event of Default shall exist at the time the notice in respect of an Extension Offer is delivered to the Lenders, and no Event of Default shall exist immediately prior to or after giving effect to the effectiveness of any Extended Term Loans, (ii) except as to interest rates, fees, amortization, final maturity date, premium, AHYDO “catch up” payments, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iii), (iv) and (v), be determined by the Borrower and set forth in the relevant Extension Offer), the Term Loans of any Term Lender extended pursuant to any Extension (“Extended Term Loans”) shall have the same terms and conditions that are substantially identical to, or less favorable to the lenders or investors providing such Extended Term Loans as the tranche of Term Loans subject to such Extension Offer, (iii) the final maturity date of any Extended Term Loans shall be no earlier than the then Latest Maturity Date and the amortization schedule, if any, applicable to Term Loans for periods prior to the then applicable Latest Maturity Date may not be increased, (iv) the Weighted Average Life to Maturity of any Extended Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans extended thereby, (v) any Extended Term Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments hereunder, as specified in the applicable Extension Offer, (vi) if the aggregate principal amount of Term Loans (calculated on the face amount thereof) in respect of which Term Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans offered to be extended by the Borrower pursuant to such Extension Offer, then the Term Loans of such Term Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Term Lenders have accepted such Extension Offer, (vii) all documentation in respect of such Extension shall be consistent with the foregoing, and (viii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower.satisfied:

Extensions of Term Loans. (a) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Borrower to all Lenders of a Class of Term Loans with a like Maturity Date maturity date on a pro rata basis (based on the aggregate outstanding principal amount of the respective Term Loans of such Class with the same Maturity Datea like maturity date) and on the same terms to each such Lender, the Borrower may is hereby permitted to consummate from time to time transactions with individual Lenders that accept the consent of any Lender that shall have accepted terms contained in such offer Extension Offers to extend the maturity date of any each such Lender’s Term Loans and otherwise modify the terms of such Term Loans of such Lender pursuant to the terms of the relevant Extension Offer (including, without limitation, including by increasing the interest rate or fees payable in respect of such Term Loans and/or modifying the amortization schedule in respect of such Term Loans) (each, an “Extension”, and each group of Term Loans as so extended, as well as the group of original Term Loans not so extended, being a “tranche”; any Extended Term Loans shall constitute a separate tranche of Term Loans from the tranche of Term Loans from which they were converted and a separate Class of Term Loansextended), so long as the following terms are satisfied satisfied: (or waived): (i) no Event of Default shall exist at the time the notice in respect of an Extension Offer is delivered to the Lenders, and no Event of Default shall exist immediately prior to or after giving effect to the effectiveness of any Extended Term Loans, (iii)(1) except as to pricing (including interest rates, fees, funding discounts and prepayment premiums), amortization, final maturity date, premium, AHYDO “catch up” paymentsmaturity, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iiii)(2), (ivi)(3) and (vii), be determined by the Borrower and set forth in the relevant Extension Offer), the Term Loans of any Term Loan Lender that agrees to an Extension with respect to such Term Loans (an “Extending Term Lender”) extended pursuant to any Extension (“Extended Term Loans”) shall have the same terms, or on terms that are, when taken as a whole, not materially more favorable (as reasonably determined by the Borrower in good faith) to the Extending Term Lenders than the terms and conditions that are substantially identical conditions, taken as a whole, applicable to, or less favorable to the lenders or investors providing such Extended Term Loans as the tranche of Term Loans subject to such Extension Offer, Offer (iiiexcept with respect to covenants (including any financial maintenance covenant added for the benefit of Extending Term Lenders) and other provisions so long as such covenants or other provisions (x) are also added for the final maturity date benefit of any Extended all then outstanding Term Loans shall be no earlier than or (y) only become applicable after the then Latest Maturity Date and of the amortization schedule, if any, applicable to then outstanding Term Loans for periods prior to at the then applicable Latest Maturity Date may not be increasedtime of such incurrence of such Extended Term Loans), (iv2) the Weighted Average Life to Maturity of any Extended Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans Class extended thereby, thereby and (v3) any Extended Term Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments of Term Loans hereunder, in each case as specified in the respective Extension Offer (provided, that if the applicable Extension OfferExtending Term Lenders have the ability to decline mandatory prepayments, any such mandatory prepayment that is not accepted by the applicable Extending Term Lenders shall be applied, subject to the right of any applicable Lender to decline mandatory prepayments (if any), to the non-extended Term Loans of the Class being extended), (viii) if the aggregate principal amount of Term Loans (calculated on the face amount thereof) ), in respect of which Term Loan Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans offered to be extended by the Borrower pursuant to such Extension Offer, then the Term Loans of such Term Loan Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Term Loan Lenders have accepted such Extension Offer, Offer and (viiiii) all documentation in respect of such Extension shall be consistent with the foregoing, and (viii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower.

Extensions of Term Loans. (a) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Borrower Agent to all Lenders of a Class of Term Loans with a like Maturity Date maturity date, on a pro rata basis (based on the aggregate outstanding principal amount of the respective Term Loans of such Class with the same Maturity Datea like maturity date) and on the same terms to each such Lender, the Borrower may Borrowers are hereby permitted to consummate from time to time transactions with individual Lenders that accept the consent of any Lender that shall have accepted terms contained in such offer Extension Offers to extend the maturity date of any each such Lender’s Term Loans and otherwise modify the terms of such Term Loans of such Lender pursuant to the terms of the relevant Extension Offer (including, without limitation, including by increasing the interest rate or fees payable in respect of such Term Loans and/or modifying the amortization schedule in respect of such Lender’s Term Loans) (each, an “Extension”, ,” and each group of Term Loans as so extended, as well as the group of original Term Loans (not so extended), being a “tranche”; any Extended Term Loans shall constitute a separate tranche of Term Loans from the tranche of Term Loans from which they were converted and a separate Class of Term Loans), converted) so long as the following terms are satisfied (or waived): satisfied: (i) no Default or Event of Default shall exist have occurred and be continuing at the time the notice offering document in respect of an Extension Offer is delivered to the Lenders, and no Event of Default shall exist immediately prior to or after giving effect to the effectiveness of any Extended Term Loans, (ii) except as to interest rates, fees, amortization, final maturity date, premium, AHYDO “catch up” payments, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iii), (iv) and (v), be determined by the Borrower Agent and set forth in the relevant Extension Offer), the Term Loans of any Lender that agrees to an extension with respect to such Term Lender Loans extended pursuant to any Extension (“Extended Term Loans”) shall have the same terms and conditions that are substantially identical to, or less favorable to the lenders or investors providing such Extended Term Loans as the tranche of Term Loans subject to such Extension OfferOffer until the maturity of such Term Loans, (iii) the final maturity date of any Extended Term Loans shall be no earlier than the then Latest Maturity Date latest maturity date hereunder and the amortization schedule, if any, schedule applicable to Term Loans pursuant to subsection 2.2 for periods prior to the then applicable Latest Maturity Date Date, as applicable, may not be increased, (iv) the Weighted Average Life to Maturity weighted average life of any Extended Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity weighted average life of the Term Loans extended thereby, (v) any Extended Term Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments hereunder, in each case as specified in the applicable respective Extension Offer, (vi) if the aggregate principal amount of Term Loans (calculated on the face amount thereof) in respect of which Term Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans offered to be extended by the Borrower Agent pursuant to such Extension Offer, then the Term Loans of such Term Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Term Lenders have accepted such Extension Offer, (vii) all documentation in respect of such Extension shall be consistent with the foregoing, and (viii) any applicable Minimum Extension Condition shall be satisfied unless waived by the BorrowerBorrowers and (ix) the Minimum Tranche Amount shall be satisfied unless waived by the Administrative Agent.

Extensions of Term Loans. (a) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made The Borrower may at any time and from time to time by request that all or a portion of each Term Loan of any Class (an “Existing Term Loan Class”) be converted or exchanged to extend the Borrower scheduled final maturity date(s) of any payment of principal with respect to all Lenders or a portion of a Class of Term Loans with a like Maturity Date on a pro rata basis (based on the aggregate outstanding any principal amount of the respective such Term Loans of such Class with the same Maturity Date) and on the same terms or to each such Lender, the Borrower may from time make any other changes to time with the consent of any Lender that shall have accepted such offer extend the maturity date of any Term Loans and otherwise modify the terms of such Term Loans (any such Term Loans which have been so extended or changed, “Extended Term Loans”) and to provide for other terms consistent with this Section 2.15. Prior to entering into any Extension Agreement with respect to any Extended Term Loans, the Borrower shall provide written notice to the Administrative Agent (who shall provide a copy of such Lender pursuant notice to each of the Lenders of the applicable Existing Term Loan Class, with such request offered equally to all such Lenders of such Existing Term Loan Class) (a “Term Loan Extension Request”) setting forth the proposed terms of the relevant Extension Offer (including, without limitation, by increasing the interest rate or fees payable in respect of such Term Loans and/or modifying the amortization schedule in respect of such Term Loans) (each, an “Extension”, and each group of Term Loans as so extended, as well as the group of original Term Loans not so extended, being a “tranche”; any Extended Term Loans to be established, which terms shall be similar to the Term Loans of the Existing Term Loan Class from which they are to be extended or changed except that (w) the scheduled final maturity date may be extended or changed, (x)(A) the interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and prepayment terms and premiums with respect to the Extended Term Loans may be different than those for the Term Loans of such Existing Term Loan Class and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Term Loans in addition to any of the items contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Extension Agreement, (y) subject to the provisions set forth in Sections 5.1 and 5.2, the Extended Term Loans may have optional prepayment terms (including call protection and prepayment terms and premiums) and mandatory prepayment terms as may be agreed between the Borrower and the Lenders thereof and (z) the Extension Agreement may provide for other covenants and terms. No Lender shall have any obligation to agree to have any of its Term Loans of any Existing Term Loan Class converted into Extended Term Loans pursuant to any Term Loan Extension Request. Any Extended Term Loans of any Extension Series shall constitute a separate tranche Class of Term Loans from the tranche Existing Term Loan Class of Term Loans from which they were converted and a separate Class of Term Loans), so long as the following terms are satisfied (extended or waived): (i) no Event of Default shall exist at the time the notice in respect of an Extension Offer is delivered changed. Notwithstanding anything to the Lenderscontrary herein, and no Event of Default shall exist immediately prior to or after giving effect to the effectiveness of any Extended Term Loans, (ii) except as to interest rates, fees, amortization, final maturity date, premium, AHYDO “catch up” payments, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iii), (iv) and (v), be determined by the Borrower and set forth in the relevant Extension Offer), the Term Loans of any Term Lender extended pursuant to any Extension (“Extended Term Loans”) shall have the same terms and conditions that are substantially identical to, or less favorable to the lenders or investors providing such Extended Term Loans as the tranche of Term Loans subject to such Extension Offer, (iii) the final maturity date of any Extended Term Loans shall be no earlier than the then Latest Maturity Date and the amortization schedule, if any, applicable to Term Loans for periods prior to the then applicable Latest Maturity Date may not be increased, (iv) the Weighted Average Life to Maturity of any Extended Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans extended thereby, (v) any Extended Term Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in have any voluntary or mandatory prepayments hereunder, as specified in scheduled amortization prior to the applicable Extension Offer, (vi) if the aggregate principal amount of Initial Term Loans (calculated on the face amount thereof) in respect of which Term Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans offered to be extended by the Borrower pursuant to such Extension Offer, then the Term Loans of such Term Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Term Lenders have accepted such Extension Offer, (vii) all documentation in respect of such Extension shall be consistent with the foregoing, and (viii) any applicable Minimum Extension Condition shall be satisfied unless waived by the BorrowerLoan Maturity Date.

Extensions of Term Loans. (a) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the applicable Borrower to all Lenders of a Class of Initial Term Loans, Incremental Term Loans, New Term Loans or Other Term Loans, in each case with a like Maturity Date and on a pro rata basis (based on the aggregate outstanding principal amount of the respective Initial Term Loans, Incremental Term Loans, New Term Loans of such Class or Other Term Loans, as the case may be, with the same a like Maturity Date) and on the same terms to each such Lender, the such Borrower may is hereby permitted to consummate from time to time transactions with individual Lenders that accept the consent of any Lender that shall have accepted terms contained in such offer Extension Offers to extend the maturity date of any each such Lender’s Initial Term Loans, Incremental Term Loans, New Term Loans or Other Term Loans with a like Maturity Date and otherwise modify the terms of such Initial Term Loans, Incremental Term Loans, New Term Loans of such Lender or Other Term Loans pursuant to the terms of the relevant Extension Offer (including, without limitation, by increasing the interest rate or fees payable in respect of such Initial Term Loans, Incremental Term Loans, New Term Loans or Other Term Loans and/or modifying the amortization schedule in respect of such Lender’s Initial Term Loans, Incremental Term Loans, New Term Loans or Other Term Loans with a like Maturity Date) (each, an “Extension”, ,” and each group of Initial Term Loans, Incremental Term Loans, New Term Loans or Other Term Loans as so extended, as well as the group of original Initial Term Loans, Incremental Term Loans, New Term Loans or Other Term Loans (in each case not so extended), being a “tranche”; any Extended Term Loans shall constitute a separate tranche of Initial Term Loans, Incremental Term Loans, New Term Loans or Other Term Loans from the tranche of Initial Term Loans, Incremental Term Loans, New Term Loans or Other Term Loans with a like Maturity Date from which they were converted and a separate Class of Term Loansconverted), so long as the following terms are satisfied (or waived): (i) no Event of Default shall exist at the time the notice in respect of an Extension Offer is delivered to the Lenders, and no Event of Default shall exist immediately prior to or after giving effect to the effectiveness of any Extended Term Loans, (ii) except as to interest rates, fees, amortization, final maturity date, premium, AHYDO “catch up” payments, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iii), (iv) and (v), be determined by the Borrower and set forth in the relevant Extension Offer), the Term Loans of any Term Lender extended pursuant to any Extension (“Extended Term Loans”) shall have the same terms and conditions that are substantially identical to, or less favorable to the lenders or investors providing such Extended Term Loans as the tranche of Term Loans subject to such Extension Offer, (iii) the final maturity date of any Extended Term Loans shall be no earlier than the then Latest Maturity Date and the amortization schedule, if any, applicable to Term Loans for periods prior to the then applicable Latest Maturity Date may not be increased, (iv) the Weighted Average Life to Maturity of any Extended Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans extended thereby, (v) any Extended Term Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments hereunder, as specified in the applicable Extension Offer, (vi) if the aggregate principal amount of Term Loans (calculated on the face amount thereof) in respect of which Term Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans offered to be extended by the Borrower pursuant to such Extension Offer, then the Term Loans of such Term Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Term Lenders have accepted such Extension Offer, (vii) all documentation in respect of such Extension shall be consistent with the foregoing, and (viii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower.are

Extensions of Term Loans. (a) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Borrower to all Lenders of a Class of Term Loans with a like Maturity Date maturity date on a pro rata basis (based on the aggregate outstanding principal amount of the respective Term Loans of such Class with the same Maturity Datea like maturity date) and on the same terms to each such Lender, the Borrower may is hereby permitted to consummate from time to time transactions with individual Lenders that accept the consent of any Lender that shall have accepted terms contained in such offer Extension Offers to extend the maturity date of any each such Lender’s Term Loans and otherwise modify the terms of such Term Loans of such Lender pursuant to the terms of the relevant Extension Offer (including, without limitation, including by increasing the interest rate or fees payable in respect of such Term Loans (and related outstandings) and/or modifying the amortization schedule in respect of such Lender’s Term Loans) (each, an “Extension”, ,” and each group of Term Loans Loans, as so extended, as well as the group of original Term Loans (in each case not so extended), being a “tranche”; any Extended Term Loans shall constitute a separate tranche of Term Loans from the tranche of Term Loans from which they were converted and a separate Class of Term Loansconverted), so long as the following terms are satisfied (or waived): satisfied: (i) no Default or Event of Default shall exist have occurred and be continuing at the time the notice offering document in respect of an Extension Offer is delivered to the Lenders, and no Event of Default shall exist immediately prior to or after giving effect to the effectiveness of any Extended Term Loans, (ii) except as to interest rates, fees, amortization, final maturity date, premium, AHYDO “catch up” payments, required prepayment dates and participation in prepayments (which shall, subject to the immediately succeeding clauses (iii), (iv) and (v), be determined by between the Borrower and set forth in the relevant Extension Offer), the Term Loans of any Term Lender that agrees to an extension with respect to such Term Loans extended pursuant to any Extension (“Extended Term Loans”) shall have the same terms and conditions that are substantially identical to, or less favorable to the lenders or investors providing such Extended Term Loans as the tranche of Term Loans subject to such Extension OfferOffer until the maturity of such Term Loans unless the Lenders under such tranche of Term Loans subject to such Extension Offer also receive the benefit of any more restrictive terms or conditions (it being understood to the extent that that any covenant is added for the benefit of any Extended Term Loans, no consent shall be required from the Administrative Agent or any Lender to the extent such covenant is also added for the benefit of the existing Term Loans), (iii) the final maturity date of any Extended Term Loans shall be no earlier than the then Latest Maturity Date latest maturity date hereunder and the amortization schedule, if any, schedule applicable to Term Loans pursuant to Section 2.07(a) for periods prior to the then applicable Latest Maturity Date Date, as applicable, may not be increased, (iv) the Weighted Average Life to Maturity weighted average life of any Extended Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity weighted average life of the Term Loans extended thereby, (v) any Extended Term Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments hereunder, in each case as specified in the applicable respective Extension Offer, (vi) if the aggregate principal amount of Term Loans (calculated on the face amount thereof) ), in respect of which Term Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans offered to be extended by the Borrower pursuant to such Extension Offer, then the Term Loans of such Term Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Term Lenders have accepted such Extension Offer, (vii) all documentation in respect of such Extension shall be consistent with the foregoing, and (viii) any applicable Minimum Extension Condition shall be satisfied unless waived by the BorrowerBorrower and (ix) the Minimum Tranche Amount shall be satisfied unless waived by the Administrative Agent.

Extensions of Term Loans. (a) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Borrower to all Lenders of a Class of Term Loans with a like Maturity Date maturity date on a pro rata basis (based on the aggregate outstanding principal amount of the respective Term Loans of such Class with the same Maturity Datea like maturity date) and on the same terms to each such Lender, the Borrower may is hereby permitted to consummate from time to time transactions with individual Lenders that accept the consent of any Lender that shall have accepted terms contained in such offer Extension Offers to extend the maturity date of any each such Lender’s Term Loans and otherwise modify the terms of such Term Loans of such Lender pursuant to the terms of the relevant Extension Offer (including, without limitation, including by increasing the interest rate or fees payable in respect of such Term Loans and/or modifying the amortization schedule in respect of such Lender’s Term Loans) (each, an “Extension”, ,” and each group of Term Loans as so extended, as well as the group of original Term Loans (not so extended), being a “tranche”; any Extended Term Loans (as defined below) shall constitute a separate tranche of Term Loans from the tranche of Term Loans from which they were converted and a separate Class of Term Loansconverted), so long as the following terms are satisfied (or waived): satisfied: (i) no Event of Default shall exist have occurred and be continuing at the time the notice offering document in respect of an Extension Offer is delivered to the Lenders, and no Event of Default shall exist immediately prior to or after giving effect to the effectiveness of any Extended Term Loans(ii) [reserved], (iiiii) except as to interest rates, fees, amortization, final maturity date, “AHYDO” or optional prepayments, premium, AHYDO “catch up” payments, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iiiiv), (ivv) and (vvi), be determined by the Borrower and the Extending Term Lenders and set forth in the relevant Extension Offer), the Term Loans of any Term Lender that agrees to an Extension with respect to such Term Loans (an “Extending Term Lender”) extended pursuant to any Extension (“Extended Term Loans”) shall have the same terms and conditions that are be substantially identical to, or less (taken as a whole) no more favorable to the lenders or investors providing such Extended Extending Term Loans as Lenders than those applicable to the tranche of Term Loans subject to such Extension OfferOffer (unless (1) the Lenders under the Initial Term Loans also receive the benefit of such more favorable terms or (2) such covenants or other provisions are applicable only to periods after the Latest Maturity Date), (iiiiv) the final maturity date of any Extended Term Loans shall be no earlier than the then Latest Maturity Date and the amortization schedule, if any, applicable to Term Loans for periods prior to the then applicable Latest Maturity Date may not be increasedhereunder, (ivv) the Weighted Average Life to Maturity of any Extended Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans extended thereby, (vvi) any Extended Term Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments hereunder, in each case as specified in the applicable respective Extension Offer, (vivii) if the aggregate principal amount of Term Loans (calculated on the face amount thereof) in respect of which Term Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans offered to be extended by the Borrower pursuant to such Extension Offer, then the Term Loans of such Term Lenders shall be extended ratably up to Table of Contents such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Term Lenders have accepted such Extension Offer, (viiviii) all documentation in respect of such Extension shall be consistent with the foregoing, and (viiiix) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower.

Extensions of Term Loans. (a) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Borrower to all Lenders of a Loans of any Class of Term Loans with a like Maturity Date on a pro rata basis (based on the aggregate outstanding principal amount of the respective Term B Loans of such Class with the same Maturity Datea like maturity date) and on the same terms to each such Lender, the Borrower may is hereby permitted to consummate from time to time transactions with individual Lenders that accept the consent of any Lender that shall have accepted terms contained in such offer Extension Offers to extend the maturity date of any Term each such Lender’s Loans of such Class and otherwise modify the terms of such Term Loans of such Lender pursuant to the terms of the relevant Extension Offer (including, without limitation, by increasing the interest rate or fees payable in respect of such Term Loans and/or modifying the amortization schedule in respect of such Term Lender’s Loans) (each, an “Extension”, and each group of Term Loans as so extended, as well as the group of original Term Loans not so extended, being a “tranche”; any Extended Term Loans shall constitute a separate tranche of Term Loans from the tranche of Term Loans from which they were converted and a separate Class of Term Loans), so long as the following terms are satisfied (or waived): satisfied: (i) no Default or Event of Default shall exist have occurred and be continuing at the time the notice in respect of an Extension Offer is delivered to the Lenders, and no Event of Default shall exist immediately prior to or after giving effect to the effectiveness of any Extended Term Loans, (ii) except as to interest rates, fees, amortization, final maturity date, premium, AHYDO “catch up” payments, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iii), (iv) and (v), be determined by between the Borrower and the applicable Lenders and set forth in the relevant amendment to the Loan Documents providing for such Extended Term Loans (an “Extension OfferAmendment”)), the Term Loans of any Lender that agrees to an extension with respect to such Loans (an “Extending Term Lender Lender”) extended pursuant to any Extension (“Extended Term Loans”) shall have the same terms and conditions that are substantially identical to, or less favorable to the lenders or investors providing such Extended Term Loans as the tranche Class of Term Loans subject to such Extension Offer, (iii) the final maturity date of any Extended Term Loans shall be no earlier than the then Latest Maturity Date and final maturity date of the amortization schedule, if any, applicable to Term Loans for periods prior to the then applicable Latest Maturity Date may not be increasedexisting Class of Loans, (iv) the Weighted Average Life to Maturity of any Extended Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans extended therebyexisting Class of Loans, (v) any Extended Term Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments hereunder, in each case as specified in the applicable respective Extension OfferAmendment, (vi) if the aggregate principal amount of Term Loans (calculated on the face amount thereof) in respect of which Term Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans offered to be extended by the Borrower pursuant to such Extension Offer, then the Term Loans of such Term Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) Loans with respect to which such Term Lenders Lenders, have accepted such Extension Offer, (vii) all documentation in respect of such Extension shall be consistent with the foregoing, and (viii) any applicable Minimum Extension Condition shall be satisfied unless waived by the BorrowerBorrower and (ix) the Minimum Tranche Amount shall be satisfied unless waived by the Administrative Agent.

Extensions of Term Loans. (a) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Borrower to all Lenders of a Class of Term Loans with a like Maturity Date on a pro rata basis (based on the aggregate outstanding principal amount of the respective Term Loans of such Class with the same Maturity Date) and on the same terms to each such Lender, the Borrower may from time to time with the consent of any Lender that shall have accepted such offer extend the maturity date of any Term Loans and otherwise modify the terms of such Term Loans of such Lender pursuant to the terms of the relevant Extension Offer (including, without limitation, by increasing the interest rate or fees payable in respect of such Term Loans and/or modifying the amortization schedule in respect of such Term Loans) (each, an “Extension”, and each group of Term Loans as so extended, as well as the group of original Term Loans not so extended, being a “tranche”; any Extended Term Loans shall constitute a separate tranche of Term Loans from the tranche of Term Loans from which they were converted and a separate Class of Term Loansconverted), so long as the following terms are satisfied (or waived): satisfied: (i) no Event of Default shall exist at the time the notice in respect of an Extension Offer is delivered to the Lenders, and no Event of Default shall exist immediately prior to or after giving effect to the effectiveness of any Extended Term Loans, (ii) except as to interest rates, fees, amortization, final maturity date, premium, AHYDO “catch up” payments, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iii), (iv) and (v), be determined by the Borrower and set forth in the relevant Extension Offer), the Term Loans of any Term Lender (an “Extending Term Lender”) extended pursuant to any Extension (“Extended Term Loans”) shall have the same terms and conditions that are substantially identical to, or less favorable to the lenders or investors providing such Extended Term Loans as the tranche of Term Loans subject to such Extension Offer, (iii) the final maturity date of any Extended Term Loans shall be no earlier than the then Latest Maturity Date and the amortization schedule, if any, schedule applicable to Term Loans pursuant to Section 2.07 for periods prior to the then applicable Latest Term Loan Maturity Date may not be increased, (iv) the Weighted Average Life to Maturity of any Extended Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans extended thereby, (v) any Extended Term Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments hereunder, as specified in the applicable Extension Offer, (vi) if the aggregate principal amount of Term Loans (calculated on the face amount thereof) in respect of which Term Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans offered to be extended by the Borrower pursuant to such Extension Offer, then the Term Loans of such Term Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Term Lenders have accepted such Extension Offer, (vii) all documentation in respect of such Extension shall be consistent with the foregoing, and (viii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower.

Extensions of Term Loans. (a) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Borrower to all Lenders of a Class of Term Loans with a like Maturity Date on a pro rata basis (based on the aggregate outstanding principal amount of the respective Term Loans of such Class with the same Maturity Date) and on the same terms to each such Lender, the Borrower may from time to time with the consent of any Lender that shall have accepted such offer extend the maturity date of any Term Loans and otherwise modify the terms of such Term Loans of such Lender pursuant to the terms of the relevant Extension Offer (including, without limitation, by increasing the interest rate or fees payable in respect of such Term Loans and/or modifying the amortization schedule in respect of such Term Loans) (each, an “Extension”, and each group of Term Loans as so extended, as well as the group of original Term Loans not so extended, being a “tranche”; any Extended Term Loans shall constitute a separate tranche of Term Loans from the tranche of Term Loans from which they were converted and a separate Class of Term Loans), so long as the following terms are satisfied (or waived): (i) no Event of Default shall exist at the time the notice in respect of an Extension Offer is delivered to the Lenders, and no Event of Default shall exist immediately prior to or after giving effect to the effectiveness of any Extended Term Loans, (ii) except as to interest rates, fees, amortization, final maturity date, premium, AHYDO “catch up” payments, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iii), (iv) and (v), be determined by the Borrower and set forth in the relevant Extension Offer), the Term Loans of any Term Lender extended pursuant to any Extension (“Extended Term Loans”) shall have the same terms and conditions that are substantially identical to, or less favorable to the lenders or investors providing such Extended Term Loans as the tranche of Term Loans subject to such Extension OfferOffer and any Incremental Term Loans, (iii) the final maturity date of any Extended Term Loans shall be no earlier than the then Latest Maturity Date and the amortization schedule, if any, schedule applicable to Term Loans pursuant to Section 2.11(a) for periods prior to the then applicable Latest Maturity Date may not be increased, (iv) the Weighted Average Life to Maturity of any Extended Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans extended thereby, (v) any Extended Term Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments hereunder, as specified in the applicable Extension Offer, (vi) if the aggregate principal amount of Term Loans (calculated on the face amount thereof) in respect of which Term Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans offered to be extended by the Borrower pursuant to such Extension Offer, then the Term Loans of such Term Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Term Lenders have accepted such Extension Offer, (vii) all documentation in respect of such Extension shall be consistent with the foregoing, and (viii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower.

Extensions of Term Loans. (a) Notwithstanding anything to the contrary in this AgreementAnnex, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Borrower to all Lenders of a Class of Term Loans with a like Maturity Date maturity date on a pro rata basis (based on the aggregate outstanding principal amount of the respective Term Loans of such Class with the same Maturity Datea like maturity date) and on the same terms to each such Lender, the Borrower may is hereby permitted to consummate from time to time transactions with individual Lenders that accept the consent of any Lender that shall have accepted terms contained in such offer Extension Offers to extend the maturity date of any each such Lender’s Term Loans and otherwise modify the terms of such Term Loans of such Lender pursuant to the terms of the relevant Extension Offer (including, without limitation, including by increasing the interest rate or fees payable in respect of such Term Loans and/or modifying the amortization schedule in respect of such Term Loans) (each, an “Extension”, and each group of Term Loans as so extended, as well as the group of original Term Loans not so extended, being a “tranche”; any Extended Term Loans shall constitute a separate tranche of Term Loans from the tranche of Term Loans from which they were converted and a separate Class of Term Loansextended), so long as the following terms are satisfied (or waived): satisfied: (i) no Event of Default shall exist at the time the notice in respect of an Extension Offer is delivered to the Lenders, and no Event of Default shall exist immediately prior to or after giving effect to the effectiveness of any Extended Term Loans, (ii1) except as to pricing (including interest rates, fees, funding discounts and prepayment premiums), amortization, final maturity date, premium, AHYDO “catch up” paymentsmaturity, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iiii)(2), (ivi)(3) and (vii), be determined by the Borrower and set forth in the relevant Extension Offer), the Term Loans of any Term Loan Lender that agrees to an Extension with respect to such Term Loans (an “Extending Term Lender”) extended pursuant to any Extension (“Extended Term Loans”) shall have the same terms, or terms that are, when taken as a whole, not materially more favorable (as reasonably determined by the Borrower in good faith) to the Extending Term Lenders than the terms and conditions that are substantially identical conditions, taken as a whole, applicable to, or less favorable to the lenders or investors providing such Extended Term Loans as the tranche of Term Loans subject to such Extension Offer, Offer (iiiexcept with respect to covenants (including any financial maintenance covenant added for the benefit of Extending Term Lenders) and other provisions so long as such covenants or other provisions (x) are also added for the final maturity date benefit of any Extended all then outstanding Term Loans shall be no earlier than or (y) only become applicable after the then Latest Maturity Date and of the amortization schedule, if any, applicable to then outstanding Term Loans for periods prior to at the then applicable Latest Maturity Date may not be increasedtime of such incurrence of such Extended Term Loans), (iv2) the Weighted Average Life to Maturity of any Extended Term Loans shall be no shorter less than 91 days longer than the remaining Weighted Average Life to Maturity of the Term Class extended thereby (determined, solely, for the purposes of this clause (2), without giving effect to prepayments that reduced amortization of the then remaining Loans extended thereby, of such Class being extended) and (v3) any Extended Term Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments of Term Loans hereunder, in each case as specified in the respective Extension Offer (provided, that if the applicable Extension OfferExtending Term Lenders have the ability to decline mandatory prepayments, any such mandatory prepayment that is not accepted by the applicable Extending Term Lenders shall be applied, subject to the right of any applicable Lender to decline mandatory prepayments (if any), to the non-extended Term Loans of the Class being extended), (viii) if the aggregate principal amount of Term Loans (calculated on the face amount thereof) ), in respect of which Term Loan Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans offered to be extended by the Borrower pursuant to such Extension Offer, then the Term Loans of such Term Loan Lenders shall may be extended ratably on a non-ratable basis up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Term Loan Lenders have accepted such Extension Offer (but, on an aggregate basis, not to exceed the maximum amount of such Extension Offer, ) as agreed between the agent(s) with respect to such Extension Offer and the Borrower and (viiiii) all documentation in respect of such Extension shall be consistent with the foregoing, and (viii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower.

Extensions of Term Loans. (a) Notwithstanding anything The Borrower may at any time and from time to time request that all or a portion of the contrary in this Agreement, pursuant to Term Loans of one or more offers Tranches existing at the time of such request (each, an “Extension OfferExisting Tranche”, and the Term Loans of such Tranche, the “Existing Loans”), be converted to extend the scheduled maturity date(s) of any payment of principal with respect to any such Existing Tranche (any such Existing Tranche which has been so extended, an “Extended Tranche” and the Term Loans of such Extended Tranche, the “Extended Term Loans”) and to provide for other terms consistent with this Section 2.24; provided that (i) any such request shall be made from time to time by the Borrower to all Lenders of a Class of with Term Loans of the applicable Tranche with a like Maturity Date maturity date on a pro rata basis (based on the aggregate outstanding principal amount of the respective applicable Term Loans of such Class with the same Maturity DateLoans) and on the same terms to each such LenderLender and (ii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower in its sole discretion. In order to establish any Extended Tranche, the Borrower may from time shall provide a notice to time with the consent of any Lender that Administrative Agent (who shall have accepted such offer extend the maturity date of any Term Loans and otherwise modify the terms provide a copy of such Term Loans notice to each of such Lender pursuant to the Lenders of the applicable Existing Tranche) (an “Extension Request”) setting forth the proposed terms of the relevant Extension Offer Extended Tranche to be established, which terms shall be (including, without limitation, by increasing x) substantially similar to those applicable to the interest rate or fees payable in respect of such Term Loans and/or modifying the amortization schedule in respect of such Term Loans) (each, an “Extension”, and each group of Term Loans as so extended, as well as the group of original Term Loans not so extended, being a “tranche”; any Extended Term Loans shall constitute a separate tranche of Term Loans from the tranche of Term Loans Existing Tranche from which they were converted and a separate Class of Term Loans), so long as are to be extended (the “Specified Existing Tranche”) except with respect to the following terms are satisfied (or waived): (i) no Event of Default shall exist at the time the notice in respect of an Extension Offer is delivered to the Lenders, and no Event of Default shall exist immediately prior to or after giving effect to the effectiveness of any Extended Term Loans, (ii) except as to interest rates, fees, amortization, final maturity date, premium, AHYDO “catch up” payments, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iii), (iv) and (v), be determined by the Borrower and set forth in the relevant Extension Offer)Request: (i) interest margins and fees, (ii) other covenants or other provisions applicable only to periods after the Term Loans of any Term Lender extended pursuant to any Extension (“Extended Term Loans”) shall have the same terms and conditions that are substantially identical to, or less favorable to the lenders or investors providing such Extended Term Loans as the tranche of Term Loans subject to such Extension OfferLatest Maturity Date, (iii) the amortization, final maturity date of any Extended Term Loans shall be no earlier than the then Latest Maturity Date date, premium, required prepayment dates and the amortization schedule, if any, applicable to Term Loans for periods prior to the then applicable Latest Maturity Date may not be increasedparticipation in prepayments; provided that, (ivA) the Weighted Average Life to Maturity of any such Extended Term Loans Tranche shall be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans extended therebySpecified Existing Tranche (calculated disregarding the effects of any prepayments or amortization), (vB) the final maturity date of such Extended Tranche shall be no earlier than the Maturity Date of the applicable Existing Tranche, (C) any Extended Term Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basisbasis (other than prepayment of such Extended Term Loans with the proceeds of Specified Refinancing Debt or Credit Agreement Refinancing Indebtedness)) in any voluntary or mandatory prepayments hereunder, as specified in the applicable Extension Offer, (vi) if the aggregate principal amount of Term Loans (calculated on in the face amount thereof) in respect of which Term Lenders same manner as the Specified Existing Tranche under Section 2.10. No Lender shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount any obligation to agree to have any of its Existing Loans converted into an Extended Tranche or Extended Term Loans offered to be extended by the Borrower Loan, as applicable, pursuant to any Extension Request. Any Extended Tranche shall constitute a separate Tranche of Loans from the Specified Existing Tranches and from any other Existing Tranches (together with any other Extended Tranches so established on such Extension Offer, then the Term Loans of such Term Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Term Lenders have accepted such Extension Offer, (vii) all documentation in respect of such Extension shall be consistent with the foregoing, and (viii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrowerdate).

Extensions of Term Loans. (a) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Borrower Agent to all Lenders of a Class of Term Loans with a like Maturity Date maturity date, on a pro rata basis (based on the aggregate outstanding principal amount of the respective Term Loans of such Class with the same Maturity Datea like maturity date) and on the same terms to each such Lender, the Borrower may Borrowers are hereby permitted to consummate from time to time transactions with individual Lenders that accept the consent of any Lender that shall have accepted terms contained in such offer Extension Offers to extend the maturity date of any each such Lender’s Term Loans and otherwise modify the terms of such Term Loans of such Lender pursuant to the terms of the relevant Extension Offer (including, without limitation, including by increasing the interest rate or fees payable in respect of such Term Loans and/or modifying the amortization schedule in respect of such Lender’s Term Loans) (each, an “Extension”, and each group of Term Loans as so extended, as well as the group of original Term Loans (not so extended), being a “tranche”; any Extended Term Loans shall constitute a separate tranche of Term Loans from the tranche of Term Loans from which they were converted and a separate Class of Term Loans), converted) so long as the following terms are satisfied (or waived): satisfied: (i) no Default or Event of Default shall exist have occurred and be continuing at the time the notice offering document in respect of an Extension Offer is delivered to the Lenders, and no Event of Default shall exist immediately prior to or after giving effect to the effectiveness of any Extended Term Loans, (ii) except as to interest rates, fees, amortization, final maturity date, premium, AHYDO “catch up” payments, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iii), (iv) and (v), be determined by the Borrower Agent and set forth in the relevant Extension Offer), the Term Loans of any Lender that agrees to an extension with respect to such Term Lender Loans extended pursuant to any Extension (“Extended Term Loans”) shall have the same terms and conditions that are substantially identical to, or less favorable to the lenders or investors providing such Extended Term Loans as the tranche of Term Loans subject to such Extension OfferOffer until the maturity of such Term Loans, (iii) the final maturity date of any Extended Term Loans shall be no earlier than the then Latest Maturity Date latest maturity date hereunder and the amortization schedule, if any, schedule applicable to Term Loans pursuant to subsection 2.2 for periods prior to the then applicable Latest Maturity Date Date, as applicable, may not be increased, (iv) the Weighted Average Life to Maturity weighted average life of any Extended Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity weighted average life of the Term Loans extended thereby, (v) any Extended Term Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments hereunder, in each case as specified in the applicable respective Extension Offer, (vi) if the aggregate principal amount of Term Loans (calculated on the face amount thereof) in respect of which Term Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans offered to be extended by the Borrower Agent pursuant to such Extension Offer, then the Term Loans of such Term Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Term Lenders have accepted such Extension Offer, (vii) all documentation in respect of such Extension shall be consistent with the foregoing, and (viii) any applicable Minimum Extension Condition shall be satisfied unless waived by the BorrowerBorrowers and (ix) the Minimum Tranche Amount shall be satisfied unless waived by the Administrative Agent.

Extensions of Term Loans. (a) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Borrower to all Lenders of a Class of Term Loans with a like Maturity Date maturity date on a pro rata basis (based on the aggregate outstanding principal amount of the respective Term Loans of such Class with the same Maturity Datea like maturity date) and on the same terms to each such Lender, the Borrower may is hereby permitted to consummate from time to time transactions with individual Lenders that accept the consent of any Lender that shall have accepted terms contained in such offer Extension Offers to extend the maturity date of any each such Lender’s Term Loans and otherwise modify the terms of such Term Loans of such Lender pursuant to the terms of the relevant Extension Offer (including, without limitation, by increasing the interest rate or fees payable in respect of such Term Loans and/or modifying the amortization schedule in respect of such Term Loans(and related outstandings)) (each, an “Extension”, ,” and each group of Term Loans Loans, in each case as so extended, as well as the group of original Term Loans (in each case not so extended), being a “tranche”; any Extended Term Loans shall constitute a separate tranche of Term Loans from the tranche of Term Loans from which they were converted and a separate Class of Term Loansconverted), so long as the following terms are satisfied (or waived): satisfied: (i) no Default or Event of Default shall exist have occurred and be continuing at the time the notice offering document in respect of an Extension Offer is delivered to the Lenders, and no Event of Default shall exist immediately prior to or after giving effect to the effectiveness of any Extended Term Loans, (ii) except as to interest rates, fees, amortization, final maturity date, premium, AHYDO “catch up” payments, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iii), (iv) and (v), be determined by between the Borrower and set forth in the relevant Extension Offer), the Term Loans of any Term Lender that agrees to an Extension with respect to such Term Loans (an “Extending Term Lender”) extended pursuant to any Extension (“Extended Term Loans”) shall have the same terms and conditions that are substantially identical to, or less favorable to the lenders or investors providing such Extended Term Loans as the tranche of Term Loans subject to such Extension Offer, (iii) the final maturity date of any Extended Term Loans shall be no earlier than the then Latest Maturity Date and the amortization schedule, if any, applicable to Term Loans for periods prior to the then applicable Latest Maturity Date may not be increasedDate, (iv) the Weighted Average Life to Maturity weighted average life of any Extended Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity weighted average life of the Term Loans extended thereby, (v) any Extended Term Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments hereunder, in each case as specified in the applicable respective Extension Offer, (vi) if the aggregate principal amount of Term Loans (calculated on the face amount thereof) ), in respect of which Term Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans offered to be extended by the Borrower pursuant to such Extension Offer, then the Term Loans of such Term Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Term Lenders have accepted such Extension Offer, (vii) all documentation in respect of such Extension shall be consistent with the foregoing, foregoing and (viii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower.

Extensions of Term Loans. (a) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Borrower to all Lenders of a Class of Term Loans with a like Maturity Date maturity date on a pro rata basis (based on the aggregate outstanding principal amount of the respective Term Loans of such Class with the same Maturity Datea like maturity date) and on the same terms to each such Lender, the Borrower may is hereby permitted to consummate from time to time transactions with individual Lenders that accept the consent of any Lender that shall have accepted terms contained in such offer Extension Offers to extend the maturity date of any each such Lender’s Term Loans and otherwise modify the terms of such Term Loans of such Lender pursuant to the terms of the relevant Extension Offer (including, without limitation, including by increasing the interest rate or fees payable in respect of such Term Loans and/or modifying the amortization schedule in respect of such Term Loans) (each, an “Extension”, and each group of Term Loans as so extended, as well as the group of original Term Loans not so extended, being a “tranche”; any Extended Term Loans shall constitute a separate tranche of Term Loans from the tranche of Term Loans from which they were converted and a separate Class of Term Loansextended), so long as the following terms are satisfied (or waived): satisfied: (i) no Event of Default shall exist at the time the notice in respect of an Extension Offer is delivered to the Lenders, and no Event of Default shall exist immediately prior to or after giving effect to the effectiveness of any Extended Term Loans, (ii1) except as to pricing (including interest rates, fees, amortizationfunding discounts and prepayment premiums), final maturity date, premium, AHYDO “catch up” paymentsmaturity, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iiii)(2), (ivi)(3) and (vii), be determined by the Borrower and set forth in the relevant Extension Offer), the Term Loans of any Term Loan Lender that agrees to an Extension with respect to such Term Loans (an “Extending Term Lender”) extended pursuant to any Extension (“Extended Term Loans”) shall have the same terms, or on terms that are, when taken as a whole, not materially more favorable (as reasonably determined by Mid-Holdings in good faith) to the Extending Term Lenders than the terms and conditions that are substantially identical conditions, taken as a whole, applicable to, or less favorable to the lenders or investors providing such Extended Term Loans as the tranche of Term Loans subject to such Extension Offer, Offer (iiiexcept with respect to covenants (including any financial maintenance covenant added for the benefit of Extending Term Lenders) and other provisions so long as such covenants or other provisions (x) are also added for the final maturity date benefit of any Extended all then outstanding Term Loans shall be no earlier than or (y) only become applicable after the then Latest Maturity Date and of the amortization schedule, if any, applicable to then outstanding Term Loans for periods prior to at the then applicable Latest Maturity Date may not be increased, (iv) the Weighted Average Life to Maturity time of any such incurrence of such Extended Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans extended therebyLoans), and (v2) any Extended Term Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments of Term Loans hereunder, in each case as specified in the respective Extension Offer (provided, that if the applicable Extension OfferExtending Term Lenders have the ability to decline mandatory prepayments, any such mandatory prepayment that is not accepted by the applicable Extending Term Lenders shall be applied, subject to the right of any applicable Lender to decline mandatory prepayments (if any), to the non-extended Term Loans of the Class being extended), (viii) if the aggregate principal amount of Term Loans (calculated on the face amount thereof) ), in respect of which Term Loan Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans offered to be extended by the Borrower pursuant to such Extension Offer, then the Term Loans of such Term Loan Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Term Loan Lenders have accepted such Extension Offer, Offer and (viiiii) all documentation in respect of such Extension shall be consistent with the foregoing, and (viii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower.

Extensions of Term Loans. (a) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Borrower to all Lenders of a any Class of Term Loans with a like Maturity Date on a pro rata basis (based on the aggregate outstanding principal amount of the such respective Term Loans of such Class with the same Maturity DateLoans) and on the same terms to each such Lender, the Borrower may is hereby permitted to consummate from time to time transactions with individual Lenders that accept the consent of any Lender that shall have accepted terms contained in such offer Extension Offers to extend the maturity date Maturity Date of any each such Lender’s Term Loans and otherwise modify the terms of such Term Loans of such Lender pursuant to the terms of the relevant Extension Offer (including, without limitation, by increasing the interest rate or fees payable in respect of such Term Loans (and related outstandings) and/or modifying the amortization schedule in respect of such Lender’s Term Loans) (each, an “Extension”, and each group of Term Loans Loans, in each case as so extended, as well as the group of original Term Loans (in each case not so extended), being a “tranche”; any Extended Term Loans shall constitute a separate tranche of Term Loans from the tranche of Term Loans from which they were converted and a separate Class of Term Loansconverted), so long as the following terms are satisfied (or waived): satisfied: (i) no Default or Event of Default shall exist have occurred and be continuing at the time the notice offering document in respect of an Extension Offer is delivered to the Lenders, and no Event of Default shall exist immediately prior to or after giving effect to the effectiveness of any Extended Term Loans(ii) [reserved], (iiiii) except as to interest rates, fees, amortization, final maturity dateMaturity Date, premium, AHYDO “catch up” payments, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iiiiv), (ivv) and (vvi), be determined by between the Borrower and set forth in the relevant Extension Offer), the Term Loans of any Lender that agrees to an Extension with respect to such Term Lender Loans (an “Extending Lender”) extended pursuant to any Extension (“Extended Term Loans”) shall have the same terms and conditions that are substantially identical to, or less favorable to the lenders or investors providing such Extended Term Loans as the tranche of Term Loans subject to such Extension Offer, (iiiiv) the final maturity date Maturity Date of any Extended Term Loans shall be no earlier than the then Latest Maturity Date and of the amortization schedule, if any, applicable to Term Loans for periods prior to the then applicable Latest Maturity Date may not be increasedextended thereby, (ivv) the Weighted Average Life to Maturity of any Extended Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans extended thereby, (vvi) any Extended Term Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments hereunder, in each case as specified in the applicable respective Extension Offer, (vivii) if the aggregate principal amount of Term Loans (calculated on the face amount thereof) ), in respect of which Term Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans offered to be extended by the Borrower pursuant to such Extension Offer, then the Term Loans of such Term Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Term Lenders have accepted such Extension Offer, (viiviii) all documentation in respect of such Extension shall be consistent with the foregoing, foregoing and (viiiix) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower.

Extensions of Term Loans. (a) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Borrower Borrowers to all Lenders of a any Class of Term Loans with a like Maturity Date on a pro rata basis (based on the aggregate outstanding principal amount of the respective Term Loans of such Class with the same Maturity Dateapplicable Class) and on the same terms to each such Lender, the Borrower may Borrowers are hereby permitted to consummate from time to time transactions with individual Lenders that accept the consent of any Lender that shall have accepted terms contained in such offer Extension Offers to extend the maturity date of any each such Lender’s Term Loans of the applicable Class and otherwise modify the terms of such Term Loans of such Lender pursuant to the terms of the relevant Extension Offer (including, without limitation, by increasing the interest rate or fees payable in respect of such Term Loans (and related outstandings) and/or modifying the amortization schedule in respect of such Lender’s Term Loans, and which such extensions shall not be subject to any “no default” requirement, pro forma compliance with any leverage ratio or other financial tests or “most favored nations provisions”) (each, an “Extension”, ,” and each group of Term Loans in each case as so extended, as well as the group of original Term Loans (in each case not so extended), being a “tranche”; any Extended Term Loans shall constitute a separate tranche Class of Term Loans from the tranche Class of Term Loans from which they were converted converted, and a separate it being understood that an Extension may be in the form of an increase in the amount of any other outstanding Class of Term LoansLoans otherwise satisfying the criteria set forth below), so long as the following terms are satisfied (or waived): satisfied: (i) no Event of Default except as to interest rates, fees and final maturity (which shall exist at be determined by the time Parent Borrower and set forth in the notice in respect of an relevant Extension Offer is delivered to the Lenders, and no Event of Default shall exist immediately prior to or after giving effect to the effectiveness of any Extended Term LoansOffer), (ii) except as to interest rates, fees, amortization, final maturity date, premium, AHYDO “catch up” payments, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iii), (iv) and (v), be determined by the Parent Borrower and set forth in the relevant Extension Offer), the Term Loans of any Term Lender that agrees to an extension with respect to such Term Loans extended pursuant to any Extension (“Extended Term Loans”) shall have the same terms and conditions that are substantially identical to, or less favorable to the lenders or investors providing such Extended Term Loans as the tranche Class of Term Loans subject to such Extension OfferOffer other than with respect to covenants or other provisions applicable to periods after the Latest Maturity Date, (iii) the final maturity date of any Extended Term Loans shall be no earlier than the then Latest Maturity Date latest maturity date hereunder and the amortization schedule, if any, schedule applicable to Term Loans pursuant to Section 2.07(a) for periods prior to the then applicable Latest Maturity Date for Term Loans may not be increased, (iv) the Weighted Average Life to Maturity of any Extended Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans extended thereby, (v) any Extended Term Loans may participate (A) 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 repayments or prepayments hereunder and (B) on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any mandatory repayments or prepayments hereunder, in each case as specified in the applicable respective Extension Offer, (vi) if the aggregate principal amount of the class of Term Loans (calculated on the face amount thereof) in respect of which Term Lenders of such Class, as the case may be, shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans of such Class, as the case may be, offered to be extended by the Borrower Borrowers pursuant to such Extension Offer, then the Term Loans of such Class, as the case may be, of such Term Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Term Lenders have accepted such Extension Offer, (vii) all documentation in respect of such Extension shall be consistent with the foregoing, and (viii) any applicable Minimum Extension Condition shall be satisfied unless waived by the BorrowerBorrowers and (ix) the Minimum Tranche Amount shall be satisfied unless waived by the Administrative Agent. No Lender shall be obligated to extend its Term Loans unless it so agrees.

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

Extensions of Term Loans. (a) Notwithstanding anything The Borrower may at any time and from time to time request that all or a portion of the contrary in this Agreement, pursuant to Term Loans of one or more offers given Classes (the “Existing Term Loan Tranche”) be amended to extend the scheduled Term Loan Maturity Date(s) with respect to the Term Loans of such Existing Term Loan Tranche (any such Term Loans that have been so amended, “Extended Term Loans”) and to provide for other terms consistent with this Section 1.13. In order to establish any Extended Term Loans, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Term Loan Tranche) (each, an “Extension OfferRequest”) made from time to time by setting forth the Borrower to all Lenders of a Class of Term Loans with a like Maturity Date on a pro rata basis (based on the aggregate outstanding principal amount of the respective Term Loans of such Class with the same Maturity Date) and on the same terms to each such Lender, the Borrower may from time to time with the consent of any Lender that shall have accepted such offer extend the maturity date of any Term Loans and otherwise modify the terms of such Term Loans of such Lender pursuant to the proposed terms of the relevant Extension Offer Extended Term Loans to be established, which shall (includingx) be identical as offered to each Lender under such Existing Term Loan Tranche (including as to the proposed interest rates and fees payable, without limitationbut excluding any arrangement, by increasing the interest rate structuring or other similar fees payable in respect of such Term Loans and/or modifying the amortization schedule in respect of such Term Loans) (each, an “Extension”, and each group of Term Loans as so extended, as well as the group of original Term Loans connection therewith that are not so extended, being a “tranche”; any Extended Term Loans shall constitute a separate tranche of Term Loans from the tranche of Term Loans from which they were converted and a separate Class of Term Loans), so long as the following terms are satisfied (or waived): (i) no Event of Default shall exist at the time the notice in respect of an Extension Offer is delivered to the generally shared with all applicable Lenders, and no Event of Default shall exist immediately prior to or after giving effect to the effectiveness of any Extended Term Loans, (ii) except as to interest rates, fees, amortization, final maturity date, premium, AHYDO “catch up” payments, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iii), (iv) and offered pro rata to each Lender under such Existing Term Loan Tranche and (v), y) be determined by the Borrower and set forth in the relevant Extension Offer), identical to the Term Loans of any under the Existing Term Lender extended pursuant to any Extension (“Extended Term Loans”) shall have the same terms and conditions that are substantially identical to, or less favorable to the lenders or investors providing Loan Tranche from which such Extended Term Loans as the tranche of Term Loans subject are intended to such Extension Offerbe amended, except that: (iiii) the final maturity date of all or any Extended Term Loans shall be no earlier than the then Latest Maturity Date and the amortization schedule, if any, applicable to Term Loans for periods prior to the then applicable Latest Maturity Date may not be increased, (iv) the Weighted Average Life to Maturity of any Extended Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans extended thereby, (v) any scheduled amortization payments of principal of the Extended Term Loans may participate on a pro rata basis or on a less be delayed to later dates than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments hereunder, as specified in the applicable Extension Offer, (vi) if the aggregate scheduled amortization payments of principal amount of Term Loans (calculated on the face amount thereof) in respect of which Term Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans offered to be extended by the Borrower pursuant to such Extension Offer, then the Term Loans of such Existing Term Lenders Loan Tranche, to the extent provided in the applicable Extension Amendment; provided, however, that at no time shall there be extended ratably up to such maximum amount based on the respective principal amounts Classes of Extended Term Loans hereunder that have more than three (but not to exceed actual holdings of record3) with respect to which such different Term Lenders have accepted such Extension Offer, (vii) all documentation in respect of such Extension shall be consistent with the foregoing, and (viii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower.Loan Maturity Dates;

Extensions of Term Loans. (a) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Borrower to all Lenders of a Class of Term Loans with a like Maturity Date maturity date on a pro rata basis (based on the aggregate outstanding principal amount of the respective Term Loans of such Class with the same Maturity Datea like maturity date) and on the same terms to each such Lender, the Borrower may is hereby permitted to consummate from time to time transactions with individual Lenders that accept the consent of any Lender that shall have accepted terms contained in such offer Extension Offers to extend the maturity date of any each such Lender’s Term Loans and otherwise modify the terms of such Term Loans of such Lender pursuant to the terms of the relevant Extension Offer (including, without limitation, including by increasing the interest rate or fees payable in respect of such Term Loans and/or modifying the amortization schedule in respect of such Term Loans) (each, an “Extension”, and each group of Term Loans as so extended, as well as the group of original Term Loans not so extended, being a “tranche”; any Extended Term Loans shall constitute a separate tranche of Term Loans from the tranche of Term Loans from which they were converted and a separate Class of Term Loansextended), so long as the following terms are satisfied (or waived): satisfied: (i) no Event of Default shall exist at the time the notice in respect of an Extension Offer is delivered to the Lenders, and no Event of Default shall exist immediately prior to or after giving effect to the effectiveness of any Extended Term Loans, (ii1) except as to pricing (including interest rates, fees, funding discounts and prepayment premiums), amortization, final maturity date, premium, AHYDO “catch up” paymentsmaturity, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iiii)(2), (ivi)(3) and (vii), be determined by the Borrower and set forth in the relevant Extension Offer), the Term Loans of any Term Loan Lender that agrees to an Extension with respect to such Term Loans (an “Extending Term Lender”) extended pursuant to any Extension (“Extended Term Loans”) shall have the same terms, or on terms that are, when taken as a whole, not materially more favorable (as reasonably determined by the Borrower in good faith) to the Extending Term Lenders than the terms and conditions that are substantially identical conditions, taken as a whole, applicable to, or less favorable to the lenders or investors providing such Extended Term Loans as the tranche of Term Loans subject to such Extension Offer, Offer (iiiexcept with respect to covenants (including any financial maintenance covenant added for the benefit of Extending Term Lenders) and other provisions so long as such covenants or other provisions (x) are also added for the final maturity date benefit of any Extended all then outstanding Term Loans shall be no earlier than or (y) only become applicable after the then Latest Maturity Date and of the amortization schedule, if any, applicable to then outstanding Term Loans for periods prior to at the then applicable Latest Maturity Date may not be increasedtime of such incurrence of such Extended Term Loans), (iv2) the Weighted Average Life to Maturity of any Extended Term Loans shall be no shorter less than 91 days longer than the remaining Weighted Average Life to Maturity of the Term Loans Class extended thereby, thereby and (v3) any Extended Term Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments of Term Loans hereunder, in each case as specified in the respective Extension Offer (provided, that if the applicable Extension OfferExtending Term Lenders have the ability to decline mandatory prepayments, any such mandatory prepayment that is not accepted by the applicable Extending Term Lenders shall be applied, subject to the right of any applicable Lender to decline mandatory prepayments (if any), to the non-extended Term Loans of the Class being extended), (viii) if the aggregate principal amount of Term Loans (calculated on the face amount thereof) ), in respect of which Term Loan Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans offered to be extended by the Borrower pursuant to such Extension Offer, then the Term Loans of such Term Loan Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Term Loan Lenders have accepted such Extension Offer, Offer and (viiiii) all documentation in respect of such Extension shall be consistent with the foregoing, and (viii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower.

Extensions of Term Loans. (a) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Borrower to all Lenders of a any Class of Term Loans with a like Maturity Date Loans, in each case on a pro rata basis (based on the aggregate outstanding principal amount of the respective Term Loans of such Class with the same Maturity Dateapplicable Class) and on the same terms to each such Lender, the Borrower may is hereby permitted to consummate from time to time transactions with individual Lenders that accept the consent of any Lender that shall have accepted terms contained in such offer Extension Offers to extend the maturity date of any each such Lender’s Term Loans of the applicable Class and otherwise modify the terms of such Term Loans of such Lender pursuant to the terms of the relevant Extension Offer (including, without limitation, by increasing the interest rate or fees payable in respect of such Term Loans (and related outstandings) and/or modifying the amortization schedule in respect of such Lender’s Term Loans, and which such extensions shall not be subject to any “no default” requirement, pro forma compliance with any leverage ratio or other financial tests or “most favored nations provisions”) (each, an “Extension”, ,” and each group of Term Loans Loans, as applicable, in each case as so extended, as well as the group of original Term Loans (in each case not so extended), being a “tranche”; any Extended Term Loans shall constitute a separate tranche Class of Term Loans from the tranche Class of Term Loans from which they were converted converted, and a separate it being understood that an Extension may be in the form of an increase in the amount of any other outstanding Class of Term LoansLoans otherwise satisfying the criteria set forth below), so long as the following terms are satisfied (or waived): satisfied: (i) no Event of Default shall exist at the time the notice in respect of an Extension Offer is delivered to the Lenders, and no Event of Default shall exist immediately prior to or after giving effect to the effectiveness of any Extended Term Loans, (ii) except as to interest rates, fees, amortization, final maturity date, premium, AHYDO “catch up” payments, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iiiii), (iviii) and (viv), be determined by between the Borrower and set forth in the relevant Extension Offer), the Term Loans of any Term Lender that agrees to an extension with respect to such Term Loans extended pursuant to any Extension (“Extended Term Loans”) shall have the same terms and conditions that are substantially identical to, or less favorable to the lenders or investors providing such Extended Term Loans as the tranche Class of Term Loans subject to such Extension OfferOffer other than with respect to covenants or other provisions applicable to periods after the Latest Maturity Date, (iiiii) the final maturity date of any Extended Term Loans shall be no earlier than the then Latest Maturity Date latest maturity date hereunder and the amortization schedule, if any, schedule applicable to Term Loans pursuant to Section 2.07 for periods prior to the then applicable Latest Maturity Date for Term Loans may not be increased, (iviii) the Weighted Average Life to Maturity of any Extended Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans extended thereby, (viv) any Extended Term Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments hereunder, in each case as specified in the applicable respective Extension Offer, (viv) if the aggregate principal amount of Term Loans (calculated on the face amount thereof) ), as the case may be, in respect of which Term Lenders Lenders, as the case may be, shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans Loans, as the case may be, offered to be extended by the Borrower pursuant to such Extension Offer, then the Term Loans Loans, as the case may be, of such Term Lenders Lenders, as the case may be, shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Term Lenders Lenders, as the case may be, have accepted such Extension Offer, (viivi) all documentation in respect of such Extension shall be consistent with the foregoing, and (viiivii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower.Borrower and (viii) the Minimum Tranche Amount shall be satisfied unless waived by the Administrative Agent. No Lender shall be obligated to extend its Term Loans unless it so agrees. #95787455v10

Extensions of Term Loans. (a) Notwithstanding anything The Borrower may at any time and from time to time request that all or a portion of the contrary in this Agreement, pursuant to Term Loans of one or more offers given Classes (the “Existing Term Loan Tranche”) be amended to extend the scheduled Term Loan Maturity Date(s) with respect to the Term Loans of such Existing Term Loan Tranche (any such Term Loans that have been so amended, “Extended Term Loans”) and to provide for other terms consistent with this Section 1.13. In order to establish any Extended Term Loans, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Term Loan Tranche) (each, an “Extension OfferRequest”) made from time to time by setting forth the Borrower to all Lenders proposed terms of a Class of the Extended Term Loans to be established, which shall (x) be identical as offered to each Lender under such Existing Term Loan Tranche (including as to the proposed interest rates and fees payable, but excluding any arrangement, structuring or other similar fees payable in connection therewith that are not generally shared with a like Maturity Date on a all applicable Lenders) and offered pro rata basis to each Lender under such Existing Term Loan Tranche and (based on y) be identical to the aggregate outstanding principal amount Term Loans under the Existing Term Loan Tranche from which such Extended Term Loans are intended to be amended, except that: (i) all or any of the respective scheduled amortization payments of principal of the Extended Term Loans may be delayed to later dates than the scheduled amortization payments of principal of the Term Loans of such Class with Existing Term Loan Tranche, to the same Maturity Date) and on extent provided in the same terms to each such Lenderapplicable Extension Amendment; provided, the Borrower may from however, that at no time to time with the consent shall there be Classes of any Lender that shall have accepted such offer extend the maturity date of any Extended Term Loans and otherwise modify hereunder that have more than three (3) different Term Loan Maturity Dates; (ii) the All-In Yield with respect toeconomic terms of such the Extended Term Loans (whether in the form of interest rate margin, upfront fees, OID or otherwise) may be different than the All-In Yieldeconomic terms for the Term Loans of such Lender pursuant Existing Term Loan Tranche, in each case, to the extent provided in the applicable Extension Amendment; (iii) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the relevant Extension Offer Amendment (including, without limitation, by increasing immediately prior to the interest rate or fees payable in respect establishment of such Term Loans and/or modifying the amortization schedule in respect of such Extended Term Loans); and (iv) (each, an “Extension”, and each group of Term Loans as so extended, as well as the group of original Term Loans not so extended, being a “tranche”; any Extended Term Loans shall constitute a separate tranche of may have call protection as may be agreed by the Borrower and the Lenders thereof; provided, that no Extended Term Loans from may be optionally prepaid prior to the tranche Term Loan Maturity Date of the Initial Term Loans, unless such optional prepayment is accompanied by a pro rata optional prepayment of the Initial Term Loans, First Amendment Incremental Term Loans, First Amendment Delayed Draw Term Loans, Second Amendment Delayed Draw Term Loans from which they were converted A and a separate Class of Second Amendment Delayed Draw Term Loans Ball outstanding Term Loans); provided, so long as the following terms are satisfied however, that (or waived): (iA) no Event of Default shall exist have occurred and be continuing at the time the notice in respect of an Extension Offer Request is delivered to the Lenders, and (B) in no Event of Default event shall exist immediately prior to or after giving effect to the effectiveness of any Extended Term Loans, (ii) except as to interest rates, fees, amortization, final maturity date, premium, AHYDO “catch up” payments, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iii), (iv) and (v), be determined by the Borrower and set forth in the relevant Extension Offer), the Term Loans of any Term Lender extended pursuant to any Extension (“Extended Term Loans”) shall have the same terms and conditions that are substantially identical to, or less favorable to the lenders or investors providing such Extended Term Loans as the tranche of Term Loans subject to such Extension Offer, (iii) the final maturity date Loan Maturity Date of any Extended Term Loans shall of a given Extension Series at the time of establishment thereof be no earlier than the then Latest Term Loan Maturity Date and of the amortization schedule, if any, applicable to Existing Term Loans for periods prior to the then applicable Latest Maturity Date may not be increasedLoan Tranche, (ivC) the Weighted Average Life to Maturity of any Extended Term Loans of a given Extension Series at the time of establishment thereof shall be no shorter than the remaining Weighted Average Life to Maturity of the Existing Term Loans extended therebyLoan Tranche, (vD) all documentation in respect of such Extension Amendment shall be consistent with the foregoing and (E) any Extended Term Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than a pro rata basis) in any voluntary repayments or prepayments of principal of Term Loans hereunder and on a pro rata basis or less than a pro rata basis (but not greater than a pro rata basis), in any mandatory repayments or prepayments of Term Loans hereunder, in each case as specified in the respective Extension Request. Any Extended Term Loans amended pursuant to any Extension Request shall be designated a series (each, a “Extension Series”) of Extended Term Loans for all purposes of this Agreement; provided that any Extended Term Loans amended from an Existing Term Loan Tranche may, to the extent provided in the applicable Extension OfferAmendment, be designated as an increase in any previously established Extension Series with respect to such Existing Term Loan Tranche (vi) if the in which case scheduled amortization with respect thereto shall be proportionately increased). Each request for an Extension Series of Extended Term Loans proposed to be incurred under this Section 1.13 shall be in an aggregate principal amount of Term Loans that is not less than $5,000,000 (calculated on it being understood that the face amount thereof) in respect of which Term Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate actual principal amount of Term Loans offered thereof provided by the applicable Lenders may be lower than such minimum amount) and the Borrower may impose an Extension Minimum Condition with respect to any Extension Request, which may be extended waived by the Borrower pursuant to such Extension Offer, then the Term Loans of such Term Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Term Lenders have accepted such Extension Offer, (vii) all documentation in respect of such Extension shall be consistent with the foregoing, and (viii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrowerits sole discretion.

Extensions of Term Loans. Refinancing Facilities (a) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers Extensions (each, an “Extension Offer”i) made The Borrower may at any time and from time to time by the Borrower to request that all Lenders or a portion of a Class of Term Loans with a like Maturity Date on a pro rata basis (based on the aggregate outstanding principal amount of the respective Term Loans of such Class with the same Maturity Date) and on the same terms to each such Lender, the Borrower may from time to time with the consent of any Lender that shall have accepted such offer extend the maturity date of any Term Loans and otherwise modify the terms of such Term Loans of such Lender pursuant to the terms of the relevant Extension Offer (including, without limitation, by increasing the interest rate or fees payable in respect of such Term Loans and/or modifying the amortization schedule in respect of such Term Loans) (each, an “Extension”, and each group of Term Loans as so extended, as well as the group of original Term Loans not so extended, being a “tranche”; any Extended Term Loans shall constitute a separate tranche of Term Loans from the tranche of Term Loans from which they were converted and a separate Class of Term Loans), so long as the following terms are satisfied (or waived): (i) no Event of Default shall exist at the time the notice in respect of an Extension Offer is delivered to the Lenders, and no Event of Default shall exist immediately prior to or after giving effect to the effectiveness of any Extended Term Loans, (ii) except as to interest rates, fees, amortization, final maturity date, premium, AHYDO “catch up” payments, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iii), (iv) and (v), be determined by the Borrower and set forth in the relevant Extension Offer), the Term Loans of any Class (an “Existing Term Lender extended pursuant Loan Class”) be converted to extend the scheduled maturity date(s) of any Extension payment of principal with respect to all or a portion of any principal amount of such Term Loans (any such Term Loans which have been so converted, “Extended Term Loans”) and to provide for other terms consistent with this Section 2.15. In order to establish any Extended Term Loans, the Borrower shall have provide a written notice to the same Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Term Loan Class which such request shall be offered equally to all such Lenders) (a “Term Loan Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established, which shall either, at the option of the Borrower, (A) reflect market terms and conditions that are substantially identical to(taken as a whole) at the time of incurrence or issuance (as determined in good faith by the Borrower) or (B) if not consistent with the terms of the applicable Existing Term Loan Class, or less favorable shall not be materially more restrictive to the lenders Credit Parties (as determined in good faith by the Borrower), when taken as a whole, than the terms of the Term Loans of the Existing Term Loan Class unless (x) the Lenders of the Term Loans of such applicable 101 Existing Term Loan Class receive the benefit of such more restrictive terms or investors (y) any such provisions apply after the Latest Maturity Date as determined at the time of incurrence or issuance; provided, however, that (1) the scheduled final maturity date shall be extended and all or any of the scheduled amortization payments of principal of the Extended Term Loans may be delayed to later dates than the scheduled amortization of principal of the Term Loans of such Existing Term Loan Class (with any such delay resulting in a corresponding adjustment to the scheduled amortization payments reflected in Section 2.5 or in the Extension Amendment, as the case may be, with respect to the Existing Term Loan Class from which such Extended Term Loans were converted, in each case as more particularly set forth in Section 2.15(a)(iii)), (2)(A) pricing, fees, optional prepayment or redemption terms shall be determined in good faith by the Borrower and the interest rates, interest margins, upfront fees, funding discounts, original issue discounts and premiums (including through fixed rate interest) with respect to the Extended Term Loans may be higher or lower than the interest margins and floors for the Term Loans of such Existing Term Loan Class and/or (B) additional fees, premiums or AHYDO Catch-Up Payments may be payable to the Lenders providing such Extended Term Loans as in addition to or in lieu of any of the tranche of Term Loans subject items contemplated by the preceding clause (A), in each case, to such the extent provided in the applicable Extension OfferAmendment, (iii3) the final maturity date of any Extended Term Loans shall be no earlier than the then Latest Maturity Date and the amortization schedule, if any, applicable to Term Loans for periods prior to the then applicable Latest Maturity Date may not be increased, (iv) the Weighted Average Life to Maturity of any Extended Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans extended thereby, (v) any Extended Term Loans may participate on a pro rata basis, greater than pro rata basis or less than pro rata basis in any voluntary prepayment of any Class of Term Loans hereunder and may participate on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments of any Class of Term Loans hereunder; provided that if such Extended Term Loans are unsecured or rank junior in right of payment or as to security with the Obligations, such Extended Term Loans shall participate on a junior basis with respect to mandatory repayments of Term Loans hereunder (except in connection with any refinancing, extension, renewal, replacement, repurchase or retirement thereof permitted by this Agreement) and (4) Extended Term Loans may have call protection and prepayment premiums and, subject to clause (3) above, other redemption terms as may be agreed by the Borrower and the Lenders thereof; provided that the principal amount of the Extended Term Loans shall not exceed the principal amount of the Term Loans being extended except as otherwise permitted herein; provided, further, that the Extended Term Loans shall not be guaranteed or incurred by any Subsidiary other than a Credit Party hereunder and, if secured, shall not be secured by any assets other than Collateral (and, unless secured on a pari passu basis with the Obligations, shall be subject to a subordination agreement (if payment subordinated) and/or the Applicable Intercreditor Agreement (if secured)). No Lender shall have any obligation to agree to have any of its Term Loans of any Existing Term Loan Class converted into Extended Term Loans pursuant to any Term Loan Extension Request. (ii) Any Lender (an “Extending Lender”) wishing to have all or a portion of its Term Loans of the Existing Term Loan Class or Existing Term Loan Classes subject to such Term Loan Extension Request converted into Extended Term Loans shall notify the Administrative Agent in writing (an “Extension Election”) on or prior to the date specified in such Term Loan Extension Request of the applicable amount of its Term Loans of the Existing Term Loan Class or Existing Term Loan Classes subject to such Term Loan Extension Offer, (vi) if Request that it has elected to convert into Extended Term Loans. In the event that the aggregate principal amount of Term Loans (calculated of the Existing Term Loan Class or 102 Existing Term Loan Classes subject to Extension Elections exceeds the amount of Extended Term Loans requested pursuant to the Term Loan Extension Request, Term Loans of the Existing Term Loan Class or Existing Term Loan Classes subject to Extension Elections shall be converted to Extended Term Loans on a pro rata basis based on the face amount thereof) in respect of which Term Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans offered included in each such Extension Election (with such pro rata calculation to be extended determined by the Borrower). (iii) Extended Term Loans shall be established pursuant to an amendment (an “Extension Amendment”) to this Agreement (which, except to the extent expressly contemplated by the last sentence of this Section 2.15(a)(iii) and notwithstanding anything to the contrary set forth in Section 13.1, shall not require the consent of any Lender other than the Extending Lenders with respect to the Extended Term Loans established thereby) executed by the Credit Parties, the Administrative Agent and the Extending Lenders. No Extension Amendment shall provide for any Class of Extended Term Loans in an aggregate principal amount that is less than $10,000,000 and the Borrower may condition the effectiveness of any Extension Amendment on an Extension Minimum Condition, which may be waived by the Borrower in its sole discretion. In addition to any terms and changes required or permitted by Section 2.15(a), each Extension Amendment shall amend the scheduled amortization payments pursuant to Section 2.5 or the applicable Extension Amendment with respect to the Existing Term Loan Class from which the Extended Term Loans were converted to reduce each scheduled Repayment Amount for the Existing Term Loan Class in the same proportion as the amount of Term Loans of the Existing Term Loan Class is to be converted pursuant to such Extension Offer, then Amendment (it being understood that the Term Loans amount of such Term Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) any Repayment Amount payable with respect to which any individual Term Loan of such Existing Term Lenders Loan Class that is not an Extended Term Loan shall not be reduced as a result thereof). Notwithstanding anything to the contrary in this Section 2.15, and without limiting the generality or applicability of Section 13.1 to any Section 2.15(a) Additional Amendments, any Extension Amendment may provide for additional terms and/or additional amendments other than those referred to or contemplated above (any such additional amendment, a “Section 2.15(a) Additional Amendment”) to this Agreement and the other Credit Documents; provided that such Section 2.15(a) Additional Amendments comply with the requirements of Section 2.15(a) and do not become effective prior to the time that such Section 2.15(a) Additional Amendments have accepted been consented to (including, without limitation, pursuant to (1) consents applicable to holders of Incremental Term Loans provided for in any Incremental Amendment and (2) consents applicable to holders of any Extended Term Loans provided for in any Extension Amendment) by such of the Lenders, Credit Parties and other parties (if any) as may be required in order for such Section 2.15(a) Additional Amendments to become effective in accordance with Section 13.1. At the request of the Administrative Agent, the Borrower shall deliver a certificate of an Authorized Officer of the Borrower, certifying that the conditions and requirements with respect to such Extended Term Loans set forth in this Section 2.15(a) have been met and such Extension Offer, Amendment and/or Section 2.15(a) Additional Amendment is authorized under this Section 2.15(a) (vii) all documentation in respect of such Extension shall be consistent with upon which the foregoing, and (viii) any applicable Minimum Extension Condition shall be satisfied unless waived by the BorrowerAdministrative Agent may conclusively rely without further investigation or inquiry).

Extensions of Term Loans. (a) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Borrower to all Lenders of a Class of Term Loans with a like Maturity Date maturity date on a pro rata basis (based on the aggregate outstanding principal amount of the respective Term Loans of such Class with the same Maturity Datea like maturity date) and on the same terms to each such Lender, the Borrower may is hereby permitted to consummate from time to time transactions with individual Lenders that accept the consent of any Lender that shall have accepted terms contained in such offer Extension Offers to extend the maturity date of any each such Lender’s Term Loans and otherwise modify the terms of such Term Loans of such Lender pursuant to the terms of the relevant Extension Offer (including, without limitation, including by increasing the interest rate or fees payable in respect of such Term Loans and/or modifying the amortization schedule in respect of such Term Loans) (each, an “Extension”, and each group of Term Loans as so extended, as well as the group of original Term Loans not so extended, being a “tranche”; any Extended Term Loans shall constitute a separate tranche of Term Loans from the tranche of Term Loans from which they were converted and a separate Class of Term Loansextended), so long as the following terms are satisfied (or waived): satisfied: (i) no Event of Default shall exist at the time the notice in respect of an Extension Offer is delivered to the Lenders, and no Event of Default shall exist immediately prior to or after giving effect to the effectiveness of any Extended Term Loans, (ii1) except as to pricing (including interest rates, fees, funding discounts and prepayment premiums), amortization, final maturity date, premium, AHYDO “catch up” paymentsmaturity, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iiii)(2), (ivi)(3) and (vii), be determined by the Borrower and set forth in the relevant Extension Offer), the Term Loans of any Term Loan Lender that agrees to an Extension with respect to such Term Loans (an “Extending Term Lender”) extended pursuant to any Extension (“Extended Term Loans”) shall have the same terms, or on terms that are, when taken as a whole, not materially more favorable (as reasonably determined by Mid-Holdings in good faith) to the Extending Term Lenders than the terms and conditions that are substantially identical conditions, taken as a whole, applicable to, or less favorable to the lenders or investors providing such Extended Term Loans as the tranche of Term Loans subject to such Extension Offer, Offer (iiiexcept with respect to covenants (including any financial maintenance covenant added for the benefit of Extending Term Lenders) and other provisions so long as such covenants or other provisions (x) are also added for the final maturity date benefit of any Extended all then outstanding Term Loans shall be no earlier than or (y) only become applicable after the then Latest Maturity Date and of the amortization schedule, if any, applicable to then outstanding Term Loans for periods prior to at the then applicable Latest Maturity Date may not be increasedtime of such incurrence of such Extended Term Loans), (iv2) the Weighted Average Life to Maturity of any Extended Term Loans shall be no shorter less than 91 days longer than the remaining Weighted Average Life to Maturity of the Term Loans Class extended thereby, thereby and (v3) any Extended Term Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments of Term Loans hereunder, in each case as specified in the respective Extension Offer (provided, that if the applicable Extension OfferExtending Term Lenders have the ability to decline mandatory prepayments, any such mandatory prepayment that is not accepted by the applicable Extending Term Lenders shall be applied, subject to the right of any applicable Lender to decline mandatory prepayments (if any), to the non-extended Term Loans of the Class being extended), (viii) if the aggregate principal amount of Term Loans (calculated on the face amount thereof) ), in respect of which Term Loan Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans offered to be extended by the Borrower pursuant to such Extension Offer, then the Term Loans of such Term Loan Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Term Loan Lenders have accepted such Extension Offer, Offer and (viiiii) all documentation in respect of such Extension shall be consistent with the foregoing, and (viii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower.

Extensions of Term Loans. (a) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made The Borrower may at any time and from time to time by after the Borrower to Second Phase Closing Date request that all Lenders or a portion of a Class of the Term Loans with a like Maturity Date on a pro rata basis (based on outstanding at the aggregate outstanding principal amount of the respective Term Loans time of such Class with the same Maturity Daterequest (any such Term Loans, “Existing Term Loans”) and on the same terms be converted to each such Lender, the Borrower may from time to time with the consent of any Lender that shall have accepted such offer extend the scheduled final maturity date of any Term Loans and otherwise modify the terms payment of principal with respect to all or a portion of any principal amount of such Term Loans of such Lender pursuant to the terms of the relevant Extension Offer (including, without limitation, by increasing the interest rate or fees payable in respect of any such Term Loans and/or modifying the amortization schedule in respect of such Term Loans) (eachwhich have been so converted, an “Extension”, and each group of Term Loans as so extended, as well as the group of original Term Loans not so extended, being a “tranche”; any Extended Term Loans shall constitute a separate tranche of Term Loans from the tranche of Term Loans from which they were converted and a separate Class of Term Loans), so long as the following terms are satisfied (or waived): (i) no Event of Default shall exist at the time the notice in respect of an Extension Offer is delivered to the Lenders, and no Event of Default shall exist immediately prior to or after giving effect to the effectiveness of any Extended Term Loans, (ii) except as to interest rates, fees, amortization, final maturity date, premium, AHYDO “catch up” payments, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iii), (iv) and (v), be determined by the Borrower and set forth in the relevant Extension Offer), the Term Loans of any Term Lender extended pursuant to any Extension (“Extended Term Loans”) and to provide for other terms consistent with this Section 2.06 (Extensions of Term Loans). Prior to entering into any Extension Amendment with respect to any Extended Term Loans, the Borrower shall have the same terms and conditions that are substantially identical to, or less favorable provide written notice to the lenders Intercreditor Agent and the Term Loan Facility Agent (who shall provide a copy of such notice to each of the Term Lenders of the Existing Term Loans and which such request shall be offered equally to all such Term Lenders) (a “Term Loan Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established, which terms shall be identical to the Existing Term Loans, except that (i) the Extended Term Loans may constitute a separate class of Term Loans than the Existing Term Loans and may have distinct voting rights with respect to such class, (ii) the scheduled final maturity date shall be extended and all or investors providing any of the scheduled amortization payments of all or a portion of any principal amount of such Extended Term Loans as may be delayed to later dates than the tranche scheduled amortization of principal of the Existing Term Loans (with any such delay resulting in a corresponding adjustment to the scheduled amortization payments reflected in Section 3.01(a) (Repayment of Term Loan Borrowings) with respect to the Existing Term Loans subject to from which such Extension Offer, (iii) the final maturity date of any Extended Term Loans shall be no earlier than were extended, in each case as more particularly set forth in Section 2.06(c) below) (provided that, for the then Latest Maturity Date and avoidance of doubt, the amortization schedule, if any, applicable weighted average life to Term Loans for periods prior to the then applicable Latest Maturity Date may not be increased, (iv) the Weighted Average Life to Maturity maturity of any such Extended Term Loans shall be no shorter than the remaining Weighted Average Life weighted average life to Maturity maturity of the Existing Term Loans), (iii) (A) the interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and premiums with respect to the Extended Term Loans extended therebymay be different than those for the Existing Term Loans and/or (B) additional fees and/or premiums may be payable to the Term Lenders providing such Extended Term Loans in addition to or in lieu of any of the items contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Extension Amendment and (viv) any (A) the Extended Term Loans may have call protection and prepayment premiums related to optional prepayment terms as may be agreed between the Borrower and the Term Lenders thereof and (B) the Extended Term Loans may participate with the Existing Term Loans on a pro rata basis or on a less than pro rata basis (but not on a greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments hereunder, in each case as specified in may be agreed between the applicable Extension Offer, (vi) if Borrower and the aggregate principal amount Term Lenders thereof. No Term Lender shall have any obligation to agree to have any of its Term Loans (calculated on the face amount thereof) in respect of which Term Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of converted into Extended Term Loans offered pursuant to be extended by any Term Loan Extension Request and no such refusal shall in and of itself entitle the Borrower pursuant to such Extension Offer, then the Term Loans of such Term Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts exercise rights under Section 3.2 (but not to exceed actual holdings of record) with respect to which such Term Lenders have accepted such Extension Offer, (vii) all documentation in respect of such Extension shall be consistent with the foregoing, and (viii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower.

Extensions of Term Loans. (a) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Borrower to all Lenders of a Class of Term Loans with a like Maturity Date on a pro rata basis (based on the aggregate outstanding principal amount of the respective Term Loans of such Class with the same Maturity Date) and on the same terms to each such Lender, the Borrower may from time to time with the consent of any Lender that shall have accepted such offer extend the maturity date of any Term Loans and otherwise modify the terms of such Term Loans of such Lender pursuant to the terms of the relevant Extension Offer (including, without limitation, by increasing the interest rate or fees payable in respect of such Term Loans and/or modifying the amortization schedule in respect of such Term Loans) (each, an “Extension”, and each group of Term Loans as so extended, as well as the group of original Term Loans not so extended, being a “tranche”; any Extended Term Loans shall constitute a separate tranche of Term Loans from the tranche of Term Loans from which they were converted and a separate Class of Term Loansconverted), so long as the following terms are satisfied (or waived): satisfied: (i) no Event of Default shall exist at the time the notice in respect of an Extension Offer is delivered to the Lenders, and no Event of Default shall exist immediately prior to or after giving effect to the effectiveness of any Extended Term Loans, (ii) except as to interest rates, fees, amortization, final maturity date, premium, AHYDO “catch up” payments, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iii), (iv) and (v), be determined by the Borrower and set forth in the relevant Extension Offer), the Term Loans of any Term Lender (an “Extending Term Lender”) extended pursuant to any Extension (“Extended Term Loans”) shall have the same terms and conditions that are substantially identical to, or less favorable to the lenders or investors providing such Extended Term Loans as the tranche of Term Loans subject to such Extension Offer, (iii) the final maturity date of any Extended Term Loans shall be no earlier than the then Latest Maturity Date and the amortization schedule, if any, schedule applicable to Term Loans pursuant to Section 2.11(a) for periods prior to the then applicable Latest Original Term Loan Maturity Date may not be increased, (iv) the Weighted Average Life to Maturity of any Extended Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans extended thereby, (v) any Extended Term Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments hereunder, as specified in the applicable Extension Offer, (vi) if the aggregate principal amount of Term Loans (calculated on the face amount thereof) in respect of which Term Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans offered to be extended by the Borrower pursuant to such Extension Offer, then the Term Loans of such Term Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Term Lenders have accepted such Extension Offer, (vii) all documentation in respect of such Extension shall be consistent with the foregoing, and (viii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower.

Extensions of Term Loans. (a) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Borrower to all Lenders of a Class of Term Loans with a like Maturity Date maturity date on a pro rata basis (based on the aggregate outstanding principal amount of the respective Term Loans of such the applicable Class with a like maturity date, as the same Maturity Datecase may be) and on the same terms to each such Lender, the Borrower may is hereby permitted to consummate from time to time transactions with individual Lenders that accept the consent of any Lender that shall have accepted terms contained in such offer Extension Offers to extend the maturity date of any each such Lender’s Term Loans and otherwise modify the terms of such Term Loans of such Lender pursuant to the terms of the relevant Extension Offer (including, without limitation, by increasing the interest rate or fees payable in respect of such Term Loans (and related outstandings) and/or modifying the amortization schedule in respect of such Lender’s Term Loans) (each, an “Extension”, ,” and each group of Term Loans Loans, in each case as so extended, as well as the group of original Term Loans (not so extended), being a “tranche”; any Extended Term Loans shall constitute a separate tranche Class of Term Loans from the tranche Class of Term Loans from which they were converted and a separate Class of Term Loans)converted, so long as the following terms are satisfied (or waived): satisfied: (i) except to the extent provided in Section 1.09, as applicable, no Default or Event of Default shall exist have occurred and be continuing at the time the notice offering document in respect of an Extension Offer is delivered to the Lenders, and no Event of Default shall exist immediately prior to or after giving effect to the effectiveness of any Extended Term Loans, (ii) except as to interest rates, fees, amortization, final maturity date, premium, AHYDO “catch up” payments, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iii), (iv) and (v), be determined by between the Borrower and set forth in the relevant Extension Offer), the Term Loans of any Term Lender that agrees to an extension with respect to such Term Loans (an “Extending Term Lender”) extended pursuant to any Extension (“Extended Term Loans”) shall have the same terms and conditions that are substantially identical to, or less favorable to the lenders or investors providing such Extended Term Loans as the tranche Class of Term Loans subject to such Extension Offer, (iii) the final maturity date of any Extended Term Loans shall be no earlier than the then Latest Maturity Date with respect to the Term Loans extended thereby and the amortization schedule, if any, schedule applicable to Term Loans pursuant to Section 2.07(a) for periods prior to the then applicable Latest Maturity Date for Term Loans may not be increased, (iv) the Weighted Average Life to Maturity of any Extended Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans extended thereby, (v) any Extended Term Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments hereunder, in each case as specified in the applicable respective Extension Offer, (vi) if the aggregate principal amount of Term Loans (calculated on the face amount thereof) in respect of which Term Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans offered to be extended by the Borrower pursuant to such Extension Offer, then the Term Loans of such Term Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Term Lenders have accepted such Extension Offer, (vii) all documentation in respect of such Extension shall be consistent with the foregoing, and (viiiix) any applicable Minimum Extension Condition shall be satisfied unless waived by the BorrowerBorrower and (x) the Minimum Tranche Amount shall be satisfied unless waived by the Administrative Agent.

Extensions of Term Loans. (a) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Borrower to all Lenders of a Class of Term Loans with a like Maturity Date of the same Class, in each case on a pro rata basis (based on the aggregate outstanding principal amount of the respective Term Loans with a like Maturity Date of such Class with the same Maturity DateClass, as the case may be) and on the same terms to each such Lender, the Borrower may is hereby permitted to consummate from time to time transactions with individual Lenders that accept the consent of any Lender that shall have accepted terms contained in such offer Extension Offers to extend the maturity date of any each such Lender’s Term Loans and otherwise modify the terms of such Term Loans of such Lender pursuant to the terms of the relevant Extension Offer (including, without limitation, by increasing the interest rate or fees payable in respect of such Term Loans (and related outstandings) and/or modifying the amortization schedule in respect of such Lender’s Term Loans) (each, an “Extension”, and each group of Term Loans Loans, as applicable, in each case as so extended, as well as the group of original Term Loans (in each case not so extended), thereafter being a “tranche”separate Classes; any Extended Term Loans shall constitute a separate tranche Class of Term Loans from the tranche Class of Term Loans from which they were converted and a separate Class of Term Loansconverted), so long as the following terms are satisfied (or waived): satisfied: (i) no Default or Event of Default shall exist have occurred and be continuing at the time the notice offering document in respect of an Extension Offer is delivered to the Lenders, and no Event of Default shall exist immediately prior to or after giving effect to the effectiveness of any Extended Term Loans, (ii) except as to interest rates, fees, amortization, final maturity date, premium, AHYDO “catch up” payments, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iii), (iv) and (v), be determined by the Borrower and set forth in the relevant Extension Offer), the Term Loans of any Lender that agrees to an Extension with respect to such Term Lender Loans (an “Extending Lender”) extended pursuant to any Extension (“Extended Term Loans”) shall have the same terms and conditions that are be substantially identical to, or less (taken as a whole) no more favorable to the lenders or investors providing such Extended Term Loans as Extending Lenders than those applicable to the tranche of Term Loans subject to such Extension Offer (except for covenants or other provisions applicable only to periods after the Latest Maturity Date as in effect at the time of the Extension Offer), (iii) the final maturity date of any Extended Term Loans shall be no earlier than the then Latest Maturity Date hereunder as in effect at the time of the Extension Offer and the amortization schedule, if any, scheduled repayments applicable to the respective Extended Term Loans shall not, for periods prior to the then applicable Latest Maturity Date may not scheduled maturity date of the Class in respect of the Extension Offer is being made, be increasedgreater than those which would have applied in the absence of such Extension, (iv) the Weighted Average Life to Maturity of any Extended Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Class of Term Loans extended therebythereby that do not accept such Extension Offer (except to the extent of nominal amortization for periods where amortization has been eliminated as a result of prepayment of the applicable Term Loans), (v) any Extended Term Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than a pro rata basis) in any voluntary or mandatory prepayments repayments hereunder, in each case as specified in the applicable respective Extension Offer, (vi) if the aggregate principal amount of Term Loans (calculated on the face amount thereof) in respect of which Term Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans offered to be extended by the Borrower pursuant to such Extension Offer, then the Term Loans of such Term Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Term Lenders have accepted such Extension Offer, (vii) all documentation in respect of such Extension shall be consistent with the foregoing, and (viii) any applicable Minimum Extension Condition shall be satisfied unless waived by the BorrowerBorrower and (ix) the Minimum Extended Class Amount shall be satisfied unless waived by the Administrative Agent and the Required Lenders.

Extensions of Term Loans. (a) Notwithstanding anything to the contrary in this Agreement, pursuant not less than forty-five (45) days prior to one or more offers the then-effective Maturity Date, the Borrower may, at its option, by means of a letter (each, an “Extension OfferRequest”) made from time addressed to time by the Borrower Administrative Agent (who shall promptly deliver such Extension Request to each Lender), request that all the Lenders of all or a Class portion of Term Loans with a like Maturity Date on a pro rata basis (based on the aggregate outstanding principal amount of the respective Term Loans of such Class with the same Maturity Date) and on the same terms to each such Lender, the Borrower may from time to time with the consent of any Lender that shall have accepted such offer extend the maturity date of any Term Loans their scheduled Maturity Dates and otherwise modify the terms of such Term Loans of such Lender pursuant to the terms of the relevant Extension Offer Request (including, without limitation, by increasing the interest rate or fees payable in respect of such Term Loans and/or modifying the amortization schedule in respect of such Term Lender’s Loans) (each, an “Extension”, and each group of Term Loans as so extended, as well as the group of original Term Loans (not so extended), being a “tranche”; any Extended Term Loans shall constitute a separate tranche of Term Loans from the tranche of Term Loans from which they were converted and a separate Class of Term Loansconverted), so long as the following terms are satisfied (or waived): satisfied: (i) no Event of Default shall exist at the time the notice in respect of an Extension Offer is delivered to the Lenders, and no Event of Default shall exist immediately prior to or after giving effect to the effectiveness of any Extended Term Loans, (ii) except as to interest rates, fees, amortization, final maturity date, premium, AHYDO “catch up” payments, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (ii), (iii), (iv) and (v), be determined by the Borrower and set forth in the relevant Extension OfferRequest), the Term Loans of any Term Lender (an “Extending Term Lender”) extended pursuant to any Extension (“Extended Term Loans”) shall have the same terms and conditions that are substantially identical to, or less favorable to the lenders or investors providing such Extended Term Loans as the tranche of Term Loans subject to such Extension OfferRequest, (iiiii) the final maturity date of any Extended Term Loans shall be no earlier than the then Latest Maturity Date applicable to the Loans extended thereby (prior to giving effect to any such Extension) and the amortization schedule, if any, schedule applicable to Term Loans pursuant to Section 2.04 for periods prior to the then applicable Latest Maturity Date applicable to the Loans extended thereby (prior to giving effect to any such Extension) may not be increased, (iviii) the Weighted Average Life to Maturity of any Extended Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans extended thereby, (viv) any Extended Term Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments hereunder, in each case as specified in the respective Extension Request, (v) the Applicable Margin for any Extending Term Loan shall not be greater than the Applicable Margin for the Term Loans made on the Closing Date by 0.50% per annum or more, provided, that in determining the Applicable Margin for the Extended Term Loans solely for the purpose of this Section, (A) OID or upfront fees (which shall be deemed to constitute like amounts of OID) payable to the Extending Term Lenders and the Lenders in the initial primary syndication thereof shall be included and equated to interest (with OID or upfront fees being equated to interest based on an assumed four-year life to maturity), (B) customary arrangement, underwriting, structuring or commitment fees payable to one or more arrangers (or their affiliates) in connection with the Extended Term Loans and the Term Loans made on the Closing Date shall be excluded and (C) if the Extended Term Loans include an interest rate floor greater than the interest rate floor applicable Extension Offerto the Term Loans made on the Closing Date, the interest rate floor applicable to the Term Facility shall be increased to the same level as the interest rate floor for the Extended Term Loans, (vi) if the aggregate principal amount of Term Loans (calculated on the face amount thereof) in respect of which Term Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans offered to be extended by the Borrower pursuant to such Extension Offer, then the Term Loans of such Term Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Term Lenders have accepted such Extension Offer, (vii) all documentation in respect of such Extension shall be consistent with the foregoing, ; (vii) no more than four (4) Maturity Dates shall apply to the outstanding Loans after giving effect to any Extension proposed in such Extension Request and (viii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower.. Each Lender electing (in its sole discretion) to extend its scheduled Maturity Date shall execute and deliver not later than the date set by the Borrower and the Administrative Agent in the applicable Extension Request counterparts of such Extension Request to the Administrative Agent, who shall notify the Borrower, in writing, of the Lenders’ decisions as soon as possible thereafter, whereupon such Lender’s scheduled Maturity Date shall be extended, effective only as of the date that is such Lender’s then-current scheduled Maturity Date, for the period as agreed in the Extension Request. Any Lender that declines or fails to respond to an Extension Request shall be deemed to have not extended its scheduled Maturity Date

Extensions of Term Loans. (a) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Borrower to all Lenders of a Class of Term Loans with a like Maturity Date maturity date on a pro rata basis (based on the aggregate outstanding principal amount of the respective Term Loans of such Class with the same Maturity Datea like maturity date) and on the same terms to each such Lender, the Borrower may is hereby permitted to consummate from time to time transactions with individual Lenders that accept the consent of any Lender that shall have accepted terms contained in such offer Extension Offers to extend the maturity date of any each such Lender’s Term Loans and otherwise modify the terms of such Term Loans of such Lender pursuant to the terms of the relevant Extension Offer (including, without limitation, including by increasing the interest rate or fees payable in respect of such Term Loans and/or modifying the amortization schedule in respect of such Term Loans) (each, an “Extension”, and each group of Term Loans as so extended, as well as the group of original Term Loans not so extended, being a “tranche”; any Extended Term Loans shall constitute a separate tranche of Term Loans from the tranche of Term Loans from which they were converted and a separate Class of Term Loansextended), so long as the following terms are satisfied (or waived): satisfied: (i) no Event of Default shall exist at the time the notice in respect of an Extension Offer is delivered to the Lenders, and no Event of Default shall exist immediately prior to or after giving effect to the effectiveness of any Extended Term Loans, (ii1) except as to pricing (including interest rates, fees, funding discounts and prepayment premiums), amortization, final maturity date, premium, AHYDO “catch up” paymentsmaturity, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iiii)(2), (ivi)(3) and (vii), be determined by the Borrower and set forth in the relevant Extension Offer), the Term Loans of any Term Loan Lender that agrees to an Extension with respect to such Term Loans (an “Extending Term Lender”) extended pursuant to any Extension (“Extended Term Loans”) shall have the same terms, or terms that are, when taken as a whole, not materially more favorable (as reasonably determined by the Borrower in good faith) to the Extending Term Lenders than the terms and conditions that are substantially identical conditions, taken as a whole, applicable to, or less favorable to the lenders or investors providing such Extended Term Loans as the tranche of Term Loans subject to such Extension Offer, Offer (iiiexcept with respect to covenants (including any financial maintenance covenant added for the benefit of Extending Term Lenders) and other provisions so long as such covenants or other provisions (x) are also added for the final maturity date benefit of any Extended all then outstanding Term Loans shall be no earlier than or (y) only become applicable after the then Latest Maturity Date and of the amortization schedule, if any, applicable to then outstanding Term Loans for periods prior to at the then applicable Latest Maturity Date may not be increasedtime of such incurrence of such Extended Term Loans), (iv2) the Weighted Average Life to Maturity of any Extended Term Loans shall be no shorter less than 91 days longer than the remaining Weighted Average Life to Maturity of the Term Class extended thereby (determined, solely, for the purposes of this clause (2), without giving effect to prepayments that reduced amortization of the then remaining Loans extended thereby, of such Class being extended) and (v3) any Extended Term Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments of Term Loans hereunder, in each case as specified in the respective Extension Offer (provided, that if the applicable Extension OfferExtending Term Lenders have the ability to decline mandatory prepayments, any such mandatory prepayment that is not accepted by the applicable Extending Term Lenders shall be applied, subject to the right of any applicable Lender to decline mandatory prepayments (if any), to the non-extended Term Loans of the Class being extended), (viii) if the aggregate principal amount of Term Loans (calculated on the face amount thereof) ), in respect of which Term Loan Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans offered to be extended by the Borrower pursuant to such Extension Offer, then the Term Loans of such Term Loan Lenders shall may be extended ratably on a non-ratable basis up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Term Loan Lenders have accepted such Extension Offer (but, on an aggregate basis, not to exceed the maximum amount of such Extension Offer, ) as agreed between the agent(s) with respect to such Extension Offer and the Borrower and (viiiii) all documentation in respect of such Extension shall be consistent with the foregoing, and (viii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower.

Extensions of Term Loans. (a) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Borrower to all Lenders of a Class of Term Loans with a like Maturity Date of any Class on a pro rata basis (based on the aggregate outstanding principal amount of the respective Term Loans of such Class with the same Maturity DateClass) and on the same terms to each such Lender, the Borrower may from time to time with the consent of any Lender that shall have accepted such offer extend the maturity date of any Term Loans and otherwise modify the terms of such Term Loans of such Lender pursuant to the terms of the relevant Extension Offer (including, without limitation, by increasing the interest rate or fees payable in respect of such Term Loans and/or modifying the amortization schedule in respect of such Term Loans) (each, an “Extension”, and each group of Term Loans as so extended, as well as the group of original Term Loans not so extended, being a “tranche”; any Extended Term Loans shall constitute a separate tranche Class of Term Loans from the tranche Class of Term Loans from which they were converted and a separate Class of Term Loansconverted), so long as the following terms are satisfied (or waived): satisfied: (i) no Event of Default shall exist at the time the notice in respect of an Extension Offer is delivered to the Lenders, and no Event of Default shall exist immediately prior to or after giving effect to the effectiveness of any Extended Term Loans, (ii) except as to interest rates, fees, amortization, final maturity date, premium, AHYDO “catch up” payments, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iii), (iv) and (v), be determined by the Borrower and set forth in the relevant Extension Offer), the Term Loans of any Term Lender (an “Extending Lender”) extended pursuant to any Extension (“Extended Term Loans”) shall have the same terms and conditions that are substantially identical to, or less favorable to the lenders or investors providing such Extended Term Loans as the tranche Class of Term Loans subject to such Extension OfferOffer (except for (x) covenants or other provisions contained therein applicable only to periods after the then latest Maturity Date of any Term Loans hereunder and (y) additional covenants or other provisions that are for the benefit of all then outstanding Term Loans), (iii) the final maturity date of any Extended Term Loans shall be no earlier than the then Latest Maturity Date final maturity date of the Class of Term Loans subject to such Extension Offer and the amortization schedule, if any, schedule applicable to Term Loans pursuant to Section 2.07 for periods prior to such final maturity date of the then applicable Latest Maturity Date Class of Term Loans subject to such Extension Offer may not be increased, (iv) the Weighted Average Life to Maturity of any Extended Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans extended thereby, (v) any Extended Term Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments hereunder, as specified in the applicable Extension Offer, (vi) if the aggregate principal amount of Term Loans (calculated on the face amount thereof) in respect of which Term Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans offered to be extended by the Borrower pursuant to such Extension Offer, then the Term Loans of such Term Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Term Lenders have accepted such Extension OfferOffer (it being understood that the terms of any Extension Offer may require a Lender to submit all of its Term Loans of the relevant Class in the Extension Offer to participate in such Extension), (vii) all documentation in respect of such Extension shall be consistent with the foregoing, and (viii) any applicable Minimum Extension Condition minimum extension condition required by the Borrower shall be satisfied unless waived by the BorrowerBorrower and, (ix) the interest rate margin applicable to any Extended Term Loans will be determined by the Borrower and the lenders providing such Extended Term Loans and (x) any other applicable condition required by the Borrower shall be satisfied in connection with such Extension Offer, including in connection with a Conditional Extension Offer.

Extensions of Term Loans. (a) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Borrower to all Lenders of a Class of Term Loans with a like Maturity Date maturity date on a pro rata basis (based on the aggregate outstanding principal amount of the respective Term Loans of such Class with the same Maturity DateLoans) and on the same terms to each such Lender, the Borrower may consummate from time to time transactions with individual Lenders that accept the consent of any Lender that shall have accepted terms contained in such offer Extension Offers to extend the maturity date of any each such Lender’s Term Loans and otherwise modify the terms of such Term Loans of such Lender pursuant to the terms of the relevant Extension Offer (including, without limitation, by increasing the interest rate or fees payable in respect of such Term Loans and/or modifying the amortization schedule in respect of such Lender’s Term Loans) (each, an “Extension”, ,” and each group of Term Loans Loans, in each case as so extended, as well as the group of original Term Loans (in each case not so extended), being a “tranche”; any Extended Term Loans shall constitute a separate tranche of Term Loans from the tranche of Term Loans from which they were converted and a separate Class of Term Loansconverted), so long as the following terms are satisfied (or waived): satisfied: (i) no Default or Event of Default shall exist have occurred and be continuing at the time the notice offering document in respect of an Extension Offer is delivered to the Lenders, and no Event of Default shall exist immediately prior to or after giving effect to the effectiveness of any Extended Term Loans, (ii) except as to interest rates, fees, amortization, final maturity date, premium, AHYDO “catch up” payments, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iii), (iv) and (v), be determined by between the Borrower and set forth in the relevant Extension Offer), the Term Loans of any Lender that agrees to an extension with respect to such Term Lender Loans (an “Extending Term Lender”) extended pursuant to any Extension (“Extended Term Loans”) shall have the same terms and conditions that are substantially identical to, or less favorable to the lenders or investors providing such Extended Term Loans as the tranche of Term Loans subject to such Extension Offer, (iii) the final maturity date of any Extended Term Loans shall be no earlier than the then Latest Maturity Date and the amortization schedule, if any, schedule applicable to Term Loans pursuant to Section 5.02(a) for periods prior to the then applicable Latest Maturity Date may not be increased, (iv) the Weighted Average Life to Maturity of any Extended Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans extended thereby, (v) any Extended Term Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments hereunder, in each case as specified in the applicable respective Extension Offer, (vi) if the aggregate principal amount of Term Loans (calculated on the face amount thereof) in respect of which Term Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans offered to be extended by the Borrower pursuant to such Extension Offer, then the Term Loans of such Term Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Term Lenders have accepted such Extension Offer, (vii) all documentation in respect of such Extension shall be consistent with the foregoing, and (viii) any applicable Minimum Extension Condition shall be satisfied unless waived by the BorrowerBorrower and (ix) the Minimum Tranche Amount shall be satisfied unless waived by the Administrative Agent.

Extensions of Term Loans. (a) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Borrower to all Lenders of a Class of Term Loans with a like Maturity Date on a pro rata basis (based on the aggregate outstanding principal amount of the respective Term Loans of such Class with the same a like Maturity Date) and on the same terms to each such Lender, the Borrower may is hereby permitted to consummate from time to time transactions with individual Lenders that accept the consent of any Lender that shall have accepted terms contained in such offer Extension Offers to extend the maturity date Maturity Date of any each such Lender’s Term Loans and otherwise modify the terms of such Term Loans of such Lender pursuant to the terms of the relevant Extension Offer (including, without limitation, including by increasing the interest rate or fees payable in respect of such Term Loans and/or modifying the amortization schedule in respect of such Lender’s Term Loans) (each, an “Extension”, and each group of Term Loans as so extended, as well as the group of original Term Loans not so extended, being a “tranche”; any ). Any Extended Term Loans shall constitute a separate tranche of Term Loans from the tranche of Term Loans from which they were converted and a separate Class of Term Loans)converted, so long as the following terms are satisfied (or waived): satisfied: (i) no Event of Default shall exist have occurred and be continuing at the time the notice offering document in respect of an Extension Offer is delivered to the Lenders, and no Event of Default shall exist immediately prior to or after giving effect to the effectiveness of any Extended Term Loans, ; (ii) except as to pricing (interest ratesrate, fees, amortization, final funding discounts and prepayment premiums) and maturity date, premium, AHYDO “catch up” payments, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iii), (iv) and (v), shall be determined by the Borrower and set forth in the relevant Extension Offer), the Term Loans of any Term Lender extended pursuant that agrees to any an Extension (“Extended Term Loans”) shall have the same terms and conditions that are substantially identical to, or less favorable to the lenders or investors providing such Extended Term Loans as the tranche of Term Loans subject with respect to such Extension Offer, (iii) the final maturity date of any Extended Term Loans shall be no earlier than the then Latest Maturity Date and the amortization schedule, if any, applicable to Term Loans for periods prior to the then applicable Latest Maturity Date may not be increased, (iv) the Weighted Average Life to Maturity of any Extended Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans extended thereby, (v) any Extended Term Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments hereunder, as specified in the applicable Extension Offer, (vi) if the aggregate principal amount of Term Loans (calculated on the face amount thereofan “Extending Term Lender”) in respect of which Term Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans offered to be extended by the Borrower pursuant to such Extension Offer, then the Term Loans of such Term Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Term Lenders have accepted such Extension Offer, (vii) all documentation in respect of such Extension shall be consistent with the foregoing, and (viii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower.to

Extensions of Term Loans. (a) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Borrower to all Lenders of a any Class of Term Loans with a like Maturity Date Loans, in each case on a pro rata basis (based on the aggregate outstanding principal amount of the respective Term Loans of such Class with the same Maturity Dateapplicable Class) and on the same terms to each such Lender, the Borrower may is hereby permitted to consummate from time to time transactions with individual Lenders that accept the consent of any Lender that shall have accepted terms contained in such offer Extension Offers to extend the maturity date of any each such Lender’s Term Loans of the applicable Class and otherwise modify the terms of such Term Loans of such Lender pursuant to the terms of the relevant Extension Offer (including, without limitation, by increasing the interest rate or fees payable in respect of such Term Loans (and related outstandings) and/or modifying the amortization schedule in respect of such Lender’s Term Loans, and which such extensions shall not be subject to any “no default” requirement, pro forma compliance with any leverage ratio or other financial tests or “most favored nations provisions”) (each, an “Extension”, ,” and each group of Term Loans Loans, as applicable, in each case as so extended, as well as the group of original Term Loans (in each case not so extended), being a “tranche”; any Extended Term Loans shall constitute a separate tranche Class of Term Loans from the tranche Class of Term Loans from which they were converted #98202018v27 converted, and a separate it being understood that an Extension may be in the form of an increase in the amount of any other outstanding Class of Term LoansLoans otherwise satisfying the criteria set forth below), so long as the following terms are satisfied (or waived): satisfied: (i) no Event of Default shall exist at the time the notice in respect of an Extension Offer is delivered to the Lenders, and no Event of Default shall exist immediately prior to or after giving effect to the effectiveness of any Extended Term Loans, (ii) except as to interest rates, fees, amortization, final maturity date, premium, AHYDO “catch up” paymentscall protection, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iiiii), (iviii) and (viv), be determined by between the Borrower and set forth in the relevant Extension Offer), the Term Loans of any Term Lender that agrees to an extension with respect to such Term Loans extended pursuant to any Extension (“Extended Term Loans”) shall have the same terms and conditions that are substantially identical to, or less favorable to the lenders or investors providing such Extended Term Loans as the tranche Class of Term Loans subject to such Extension OfferOffer other than with respect to covenants or other provisions applicable to periods after the Latest Maturity Date, (iiiii) the final maturity date of any Extended Term Loans shall be no earlier than the then Latest Maturity Date latest maturity date hereunder and the amortization schedule, if any, schedule applicable to Term Loans pursuant to Section 2.07 for periods prior to the then applicable Latest Maturity Date for Term Loans may not be increased, (iviii) the Weighted Average Life to Maturity of any Extended Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans extended thereby, (viv) any Extended Term Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments hereunder, in each case as specified in the applicable respective Extension Offer, (viv) if the aggregate principal amount of Term Loans (calculated on the face amount thereof) ), as the case may be, in respect of which Term Lenders Lenders, as the case may be, shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans Loans, as the case may be, offered to be extended by the Borrower pursuant to such Extension Offer, then the Term Loans Loans, as the case may be, of such Term Lenders Lenders, as the case may be, shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Term Lenders Lenders, as the case may be, have accepted such Extension Offer, (viivi) all documentation in respect of such Extension shall be consistent with the foregoing, and (viiivii) any applicable Minimum Extension Condition shall be satisfied unless waived by the BorrowerBorrower and (viii) the Minimum Tranche Amount shall be satisfied unless waived by the Administrative Agent. No Lender shall be obligated to extend its Term Loans unless it so agrees.

Extensions of Term Loans. (a) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Borrower to all Lenders of a any Class of Term Loans with a like Maturity Date maturity date on a pro rata basis (based on the aggregate outstanding principal amount of the respective Term Loans of such Class with the same Maturity DateClass) and on the same terms to each such Lender, the Borrower may is hereby permitted to consummate from time to time transactions with individual Lenders that accept the consent of any Lender that shall have accepted terms contained in such offer Extension Offers to extend the maturity date of any each such Lender’s Term Loans and otherwise modify the terms of such Term Loans of such Lender pursuant to the terms of the relevant Extension Offer (including, without limitation, by increasing the interest rate or fees payable in respect of such Term Loans and/or modifying the amortization schedule in respect of such Lender’s Term Loans) (each, an “Extension”, and each group of Term Loans Loans, as so extended, as well as the group of original Term Loans not so extended, being a “tranche”” and a Class hereunder; any Extended Term Loans shall constitute a separate tranche and Class of Term Loans from the tranche and Class of Term Loans from which they were converted and a separate Class of Term Loansconverted), so long as the following terms are satisfied (or waived): satisfied: (i) no Event of Default shall exist at the time the notice in respect of an Extension Offer is delivered to the Lenders, and no Event of Default shall exist immediately prior to or after giving effect to the effectiveness of any Extended Term Loans, (ii) except as to pricing (interest ratesrate, fees, funding discounts and prepayment premiums (and which shall not be subject to any MFN Adjustment)), amortization, final maturity date, premium, AHYDO “catch up” paymentsmaturity, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iiiii), (iviii) and (viv), be determined by the Borrower and set forth in the relevant Extension Offer), the Term Loans of any Term Loan Lender that agrees to an Extension with respect to such Term Loans (an “Extending Term Lender”) extended pursuant to any Extension (“Extended Term Loans”) shall have the same terms and conditions that are substantially identical to, or less favorable to the lenders or investors providing such Extended Term Loans as the tranche of Term Loans subject to such Extension Offer (except for terms which are (I) added to this Agreement for the benefit of the Lenders or (II) applicable only to periods after the then Latest Maturity Date of the Term Loans at the time of such Extension Offer), (iiiii) the final maturity date of any Extended Term Loans shall be no earlier than the then Latest Maturity Date and of the amortization schedule, if any, applicable to Term Loans for periods prior to being so extended at the then applicable Latest Maturity Date may not be increasedtime of such Extension Offer, (iviii) the Weighted Average Life to Maturity of any Extended Term Loans shall be no shorter less than the remaining Weighted Average Life to Maturity of the Term Loans Class extended therebythereby at the time of such Extension Offer, (viv) any Extended Term Loans may participate on a pro rata basis or on basis, a less than pro rata basis (but not on basis, or, to the extent set forth in Sections 2.13(b), 2.15(b), 2.15(c), 2,15(d), 2.15(e), 2.15(f), 2.15(g), 2.15(h) and 2.15(i) or as otherwise expressly permitted by this Agreement, a greater than pro rata basis) basis than any other Class of Term Loans in any voluntary or mandatory prepayments hereunder, in each case as specified in the applicable respective Extension OfferOffer or in this Agreement, (viv) if the aggregate principal amount of Term Loans (calculated on the face amount thereof) in respect of which Term Loan Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans offered to be extended by the Borrower pursuant to such Extension Offer, then the Term Loans of such Term Loan Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Term Loan Lenders have accepted such Extension Offer, (viivi) all documentation in respect of such Extension shall be consistent with the foregoing, foregoing and (viiivii) any applicable Minimum Extension Condition shall be satisfied unless waived by at the option of the Borrower.

Extensions of Term Loans. (a) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the applicable Borrower to all Lenders of a Class of Term B Loans, Incremental Term Loans, New Term Loans with a like Maturity Date or Other Term Loans, in each case of any Class and on a pro rata basis (based on the aggregate outstanding principal amount of the respective Term B Loans, Incremental Term Loans, New Term Loans of such Class or Other Term Loans, as the case may be, with the same a like Maturity Date) and on the same terms to each such Lender, the such Borrower may is hereby permitted to consummate from time to time transactions with individual Lenders that accept the consent of any Lender that shall have accepted terms contained in such offer Extension Offers to extend the maturity date of any each such Lender’s Term B Loans, Incremental Term Loans, New Term Loans or Other Term Loans with a like Maturity Date and otherwise modify the terms of such Term B Loans, Incremental Term Loans, New Term Loans of such Lender or Other Term Loans pursuant to the terms of the relevant Extension Offer (including, without limitation, by increasing the interest rate or fees payable in respect of such Term B Loans, Incremental Term Loans, New Term Loans or Other Term Loans and/or modifying the amortization schedule in respect of such Lender’s Term B Loans, Incremental Term Loans, New Term Loans or Other Term Loans with a like Maturity Date) (each, an “Extension”, ,” and each group of Term B Loans, Incremental Term Loans, New Term Loans or Other Term Loans as so extended, as well as the group of original Term B Loans, Incremental Term Loans, New Term Loans or Other Term Loans (in each case not so extended), being a “tranche”; any Extended Term Loans shall constitute a separate tranche of Term B Loans, Incremental Term Loans, New Term Loans or Other Term Loans from the tranche of Term B Loans, Incremental Term Loans, New Term Loans or Other Term Loans with a like Maturity Date from which they were converted and a separate Class of Term Loansconverted), so long as the following terms are satisfied (or waived): satisfied: (i) no Default or Event of Default shall exist have occurred and be continuing at the time the notice offering document in respect of an Extension Offer is delivered to the Lenders, and no Event of Default shall exist immediately prior to or after giving effect to the effectiveness of any Extended Term Loans, ; (ii) except as to interest rates, fees, amortization, final maturity date, premium, AHYDO “catch up” payments, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iii), (iv) and (v), be determined by the applicable Borrower and the Extending Term Loan Lenders and set forth in the relevant Extension Offer), the Term B Loans, Incremental Term Loans, New Term Loans or Other Term Loans of any Term Loan Lender that agrees to an Extension with respect to such Term B Loans, Incremental Term Loans, New Term Loans or Other Term Loans with a like Maturity Date (an “Extending Term Loan Lender”) extended pursuant to any Extension (“Extended Term Loans”) shall have the same terms and conditions that are substantially identical to, or less favorable to the lenders or investors providing such Extended Term Loans as the tranche of Term Loans subject to such Extension Offer, ); (iii) the final maturity date of any Extended Term Loans shall be no earlier than the then Latest Maturity Date and the amortization schedule, if any, applicable to Term Loans for periods prior to the then applicable Latest Maturity Date may not be increased, hereunder; (iv) the Weighted Average Life to Maturity of any Extended Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term B Loans, Incremental Term Loans, New Term Loans or Other Term Loans extended thereby, ; (v) any Extended Term Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments hereunder, in each case as specified in the applicable respective Extension Offer, ; (vi) if the aggregate principal amount of Term B Loans, Incremental Term Loans, New Term Loans or Other Term Loans (calculated on the face amount thereof) ), as the case may be, in respect of which Term Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term B Loans, Incremental Term Loans, New Term Loans or Other Term Loans, as the case may be, offered to be extended by the applicable Borrower pursuant to such Extension Offer, then the Term B Loans, Incremental Term Loans, New Term Loans or Other Term Loans, as the case may be, of such Term Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Term Lenders have accepted such Extension Offer, ; (vii) all documentation in respect of such Extension shall be consistent with the foregoing, and ; (viii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrowerapplicable Borrower and (ix) any Extended Term Loans shall be denominated in the same currency as the Term B Loans, Incremental Term Loans, New Term Loans or Other Term Loans extended thereby.

Extensions of Term Loans. (a1) Notwithstanding anything to the contrary in this AgreementExtension Offers. PursuantExcept as contemplated by Section 2.20(5) below, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Borrower BorrowerBorrowers to all Lenders of a Class of Term Loans with a like Maturity Date on a pro rata basis (based on the aggregate outstanding principal amount of the respective Term Loans of such Class with the same Maturity Date) and on the same terms to each such Lender, the Borrower BorrowerBorrowers may from time to time with the consent of any Lender that shall have accepted such offer extend the maturity date Maturity Date of any Term Loans and otherwise modify the terms of such Term Loans of such Lender pursuant to the terms of set forth in the relevant Extension Offer (including, without limitation, by increasing the interest rate or fees payable in respect of such Term Loans and/or modifying the amortization schedule in respect of such Term Loans) (each, an “Extension”, ,” and each group of Term Loans as so extended, as well as the group of original Term Loans not so extended, being a “tranche”; any Extended Term Loans shall constitute a separate tranche ). Each Extension Offer will specify the minimum amount of Term Loans from the tranche of Term Loans from with respect to which they were converted and a separate Class of Term Loans), so long as the following terms are satisfied (or waived): (i) no Event of Default shall exist at the time the notice in respect of an Extension Offer may be accepted, which will be an integral multiple of $1.0 million and an aggregate principal amount that is delivered not less than $125.0 million (or (a) if less, the aggregate principal amount of such Term Loans or (b) such lesser minimum amount as is approved by the Administrative Agent, such consent not to the Lendersbe unreasonably withheld, conditioned or delayed), and no Event of Default shall exist immediately prior to or after giving effect to the effectiveness of any Extended Term Loans, (ii) except as to interest rates, fees, amortization, final maturity date, premium, AHYDO “catch up” payments, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iii), (iv) and (v), will be determined by the Borrower and set forth in the relevant Extension Offer), the Term Loans of any Term Lender extended pursuant to any Extension (“Extended Term Loans”) shall have the same terms and conditions that are substantially identical to, or less favorable to the lenders or investors providing such Extended Term Loans as the tranche of Term Loans subject to such Extension Offer, (iii) the final maturity date of any Extended Term Loans shall be no earlier than the then Latest Maturity Date and the amortization schedule, if any, applicable to Term Loans for periods prior to the then applicable Latest Maturity Date may not be increased, (iv) the Weighted Average Life to Maturity of any Extended Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans extended thereby, (v) any Extended Term Loans may participate made on a pro rata basis or on to all Lenders of Term Loans with a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments hereunder, as specified in the applicable Extension Offer, (vi) if like Maturity Date. If the aggregate outstanding principal amount of Term Loans (calculated on the face amount thereof) in respect of which Term Lenders shall have accepted the relevant an Extension Offer shall exceed exceeds the maximum aggregate principal amount of Term Loans offered to be extended by the Borrower pursuant to such an Extension Offer, then the Term Loans of such Term Lenders shall will be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Term Lenders have accepted such Extension Offer, . There is no requirement that any Extension Offer or Extension Amendment (viidefined as follows) all documentation in respect of be subject to any “most favored nation” pricing provisions. Each Lender accepting an Extension Offer is referred to herein as an “Extending Term Lender,” and the Term Loans held by such Lender accepting an Extension shall be consistent with the foregoing, and (viii) any applicable Minimum Extension Condition shall be satisfied unless waived by the BorrowerOffer is referred to herein as “Extended Term Loans.”

Extensions of Term Loans. (a) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Borrower to all Lenders of a Class of Term Loans with a like Maturity Date of the same Class, in each case on a pro rata basis (based on the aggregate outstanding principal amount of the respective Term Loans with a like Maturity Date of such Class with the same Maturity DateClass, as the case may be) and on the same terms to each such Lender, the Borrower may is hereby permitted to consummate from time to time transactions with individual Lenders that accept the consent of any Lender that shall have accepted terms contained in such offer Extension Offers to extend the maturity date of any each such Lender’s Term Loans and otherwise modify the terms of such Term Loans of such Lender pursuant to the terms of the relevant Extension Offer (including, without limitation, by increasing the interest rate or fees payable in respect of such Term Loans (and related outstandings) and/or modifying the amortization schedule in respect of such Lender’s Term Loans) (each, an “Extension”, and each group of Term Loans Loans, as applicable, in each case as so extended, as well as the group of original Term Loans (in each case not so extended), thereafter being a “tranche”separate Classes; any Extended Term Loans shall constitute a separate tranche Class of Term Loans from the tranche Class of Term Loans from which they were converted and a separate Class of Term Loansconverted), so long as the following terms are satisfied (or waived): satisfied: (i) no Default or Event of Default shall exist have occurred and be continuing at the time the notice offering document in respect of an Extension Offer is delivered to the Lenders, and no Event of Default shall exist immediately prior to or after giving effect to the effectiveness of any Extended Term Loans, (ii) except as to interest rates, fees, amortization, final maturity date, premium, AHYDO “catch up” payments, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iii), (iv) and (v), be determined by the Borrower and set forth in the relevant Extension Offer), the Term Loans of any Lender that agrees to an Extension with respect to such Term Lender Loans (an “Extending Term Lender”) extended pursuant to any Extension (“Extended Term Loans”) shall have the same terms and conditions that are be substantially identical to, or less (taken as a whole) no more favorable to the lenders or investors providing such Extended Extending Term Loans as Lenders than those applicable to the tranche of Term Loans subject to such Extension Offer (except for covenants or other provisions applicable only to periods after the Latest Maturity Date as in effect at the time of the Extension Offer), (iii) the final maturity date of any Extended Term Loans shall be no earlier than the then Latest Maturity Date hereunder as in effect at the time of the Extension Offer and the amortization schedule, if any, scheduled repayments applicable to the respective Extended Term Loans shall not, for periods prior to the then applicable Latest Maturity Date may not scheduled maturity date of the Class in respect of the Extension Offer is being made, be increasedgreater than those which would have applied in the absence of such Extension, (iv) the Weighted Average Life to Maturity of any Extended Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans extended thereby[reserved], (v) any Extended Term Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than a pro rata basis) in any voluntary or mandatory prepayments repayments hereunder, in each case as specified in the applicable respective Extension Offer, (vi) if the aggregate principal amount of Term Loans (calculated on the face amount thereof) in respect of which Term Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans offered to be extended by the Borrower pursuant to such Extension Offer, then the Term Loans of such Term Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Term Lenders have accepted such Extension Offer, (vii) all documentation in respect of such Extension shall be consistent with the foregoing, and (viii) any applicable Minimum Extension Condition shall be satisfied unless waived by the BorrowerBorrower and (ix) the Minimum Extended Class Amount shall be satisfied unless waived by the Required Lenders.

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

Extensions of Term Loans. (a) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension OfferRequest”) made from time to time by the Borrower to all Lenders of a Class of Term Loans with a like Maturity Date Date, in each case on a pro rata basis (based on the aggregate outstanding principal amount of the respective Term Loans of such Class with the same a like Maturity Date) and on the same terms to each such Lender, the Borrower may is hereby permitted to consummate from time to time transactions with individual Lenders that accept the consent of any Lender that shall have accepted terms contained in such offer Extension Request to extend the maturity date Maturity Date of any each such Lender’s Term Loans and otherwise modify the terms of such Term Loans of such Lender pursuant to the terms of the relevant Extension Offer Request (including, without limitation, including by increasing the interest rate or fees payable in respect of such Term Loans and/or modifying the amortization schedule in respect of such Lender’s Term Loans) (each, an “Extension”, and each group of Term Loans as so extended, as well as the group of original Term Loans (not so extended), being a “trancheClass”; any Extended Term Loans shall constitute a separate tranche Class of Term Loans from the tranche Class of Term Loans from which they were converted and a separate Class of Term Loans)converted, so long as the following terms are satisfied (or waived): satisfied: (i) no Event of Default shall exist at the time the notice in respect of an Extension Offer is delivered to the Lenders, and no Event of Default shall exist immediately prior to or after giving effect to the effectiveness of any Extended Term Loans, (ii) except as to interest rates, fees, amortization, final maturity date, optional prepayments, premium, AHYDO “catch up” payments, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iii), (ivii) and (viii), be determined by the Borrower and the Extending Term Lenders and set forth in the relevant Extension OfferRequest), the Term Loans of any Lender that agrees to an Extension with respect to such Term Lender Loans (an “Extending Lender”) extended pursuant to any Extension (“Extended Term Loans”) shall have the same terms and conditions that are be substantially identical to, or less (taken as a whole) no more favorable to the lenders or investors providing such Extended Extending Term Loans as Lenders than those applicable to the tranche of Term Loans subject to such Extension OfferRequest (except for covenants or other provisions applicable only to periods after the then Latest Maturity Date), (iiiii) the final maturity date of any Extended Term Loans shall be no earlier than the then Latest Maturity Date and the amortization schedule, if any, applicable to Term Loans for periods prior to the then applicable Latest Maturity Date may not be increasedDate, (iviii) the Weighted Average Life to Maturity of any Extended Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans extended thereby, (vi) the Extended Term Loans shall not be (A) secured by any Lien on any asset other than the Collateral and (B) guaranteed by any person other than the Guarantors, (v) any Extended Term Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than a pro rata basis) in any voluntary optional or mandatory repayments or prepayments hereunder, in each case as specified in the applicable respective Extension OfferRequest, (vi) if the aggregate principal amount of Term Loans (calculated on the face amount thereof) in respect of which Term Lenders shall have accepted the relevant Extension Offer Request shall exceed the maximum aggregate principal amount of Term Loans offered to be extended by the Borrower pursuant to such Extension OfferRequest, then the Term Loans of such Term Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Term Lenders have accepted such Extension OfferRequest (subject to rounding required by the Administrative Agent), and (vii) all documentation in respect of such Extension shall be consistent with the foregoing, and (viii) . No Lender shall have any applicable Minimum obligation to agree to have any of its Term Loans extended pursuant to an Extension Condition shall be satisfied unless waived by the BorrowerRequest.

Extensions of Term Loans. 63. The Borrower may at any time and from time to time request that all or a portion of the Term Loans of a given Class (aan “Existing Term Loan Tranche”) Notwithstanding anything be amended to extend the scheduled Term Loan Maturity Date(s) with respect to the contrary in Term Loans of such Existing Term Loan Tranche (any such Term Loans that have been so amended, “Extended Term Loans”) and to provide for other terms consistent with this AgreementSection 1.13. In order to establish any Extended Term Loans, pursuant the Borrower shall provide a notice to one or more offers the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Term Loan Tranche) (each, an “Extension OfferRequest”) made from time to time by setting forth the Borrower to all Lenders proposed terms of a Class of the Extended Term Loans to be established, which shall (x) be identical as offered to each Lender under such Existing Term Loan Tranche (including as to the proposed interest rates and fees payable, but excluding any arrangement, structuring or other similar fees payable in connection therewith that are not generally shared with a like Maturity Date on a all applicable Lenders) and offered pro rata basis to each Lender under such Existing Term Loan Tranche and (based on y) be identical to the aggregate outstanding principal amount Term Loans under the Existing Term Loan Tranche from which such Extended Term Loans are intended to be amended, except that: (i) all or any of the respective scheduled amortization payments of principal of the Extended Term Loans may be delayed to later dates than the scheduled amortization payments of principal of the Term Loans of such Class with Existing Term Loan Tranche, to the same Maturity Date) and on extent provided in the same terms to each such Lenderapplicable Extension Amendment; provided, the Borrower may from however, that at no time to time with the consent shall there be Classes of any Lender that shall have accepted such offer extend the maturity date of any Extended Term Loans and otherwise modify hereunder that have more than three (3) different Term Loan Maturity Dates; (ii) the terms All-In Yield with respect to the Extended Term Loans (whether in the form of such interest rate margin, upfront fees, OID or otherwise) may be different than the All-In Yield for the Term Loans of such Lender pursuant Existing Term Loan Tranche, in each case, to the extent provided in the applicable Extension Amendment; (iii) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the relevant Extension Offer Amendment (including, without limitation, by increasing immediately prior to the interest rate or fees payable in respect establishment of such Term Loans and/or modifying the amortization schedule in respect of such Extended Term Loans); and (iv) (each, an “Extension”, and each group of Term Loans as so extended, as well as the group of original Term Loans not so extended, being a “tranche”; any Extended Term Loans shall constitute a separate tranche of may have call protection as may be agreed by the Borrower and the Lenders thereof; provided, that no Extended Term Loans from may be optionally prepaid prior to the tranche Term Loan Maturity Date of Term Loans from which they were converted and a separate Class of the Initial Term Loans), so long as unless such optional prepayment is accompanied by a pro rata optional prepayment of the following terms are satisfied Initial Term Loans; provided, however, that (or waived): (iA) no Event of Default shall exist have occurred and be continuing at the time the notice in respect of an Extension Offer Request is delivered to the Lenders, and (B) in no Event of Default event shall exist immediately prior to or after giving effect to the effectiveness of any Extended Term Loans, (ii) except as to interest rates, fees, amortization, final maturity date, premium, AHYDO “catch up” payments, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iii), (iv) and (v), be determined by the Borrower and set forth in the relevant Extension Offer), the Term Loans of any Term Lender extended pursuant to any Extension (“Extended Term Loans”) shall have the same terms and conditions that are substantially identical to, or less favorable to the lenders or investors providing such Extended Term Loans as the tranche of Term Loans subject to such Extension Offer, (iii) the final maturity date Loan Maturity Date of any Extended Term Loans shall of a given Extension Series at the time of establishment thereof be no earlier than the then Latest Term Loan Maturity Date and of the amortization schedule, if any, applicable to Existing Term Loans for periods prior to the then applicable Latest Maturity Date may not be increasedLoan Tranche, (ivC) the Weighted Average Life to Maturity of any Extended Term Loans of a given Extension Series at the time of establishment thereof shall be no shorter than the remaining Weighted Average Life to Maturity of the Existing Term Loans extended therebyLoan Tranche, (vD) all documentation in respect of such Extension Amendment shall be consistent with the foregoing and (E) any Extended Term Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than a pro rata basis) in any voluntary repayments or prepayments of principal of Term Loans hereunder and on a pro rata basis or less than a pro rata basis (but not greater than a pro rata basis), in any mandatory repayments or prepayments of Term Loans hereunder, in each case as specified in the respective Extension Request. Any Extended Term Loans amended pursuant to any Extension Request shall be designated a series (each, a “Extension Series”) of Extended Term Loans for all purposes of this Agreement; provided that any Extended Term Loans amended from an Existing Term Loan Tranche may, to the extent provided in the applicable Extension OfferAmendment, be designated as an increase in any previously established Extension Series with respect to such Existing Term Loan Tranche (vi) if the in which case scheduled amortization with respect thereto shall be proportionately increased). Each request for an Extension Series of Extended Term Loans proposed to be incurred under this Section 1.13 shall be in an aggregate principal amount of Term Loans that is not less than $5,000,000 (calculated on it being understood that the face amount thereof) in respect of which Term Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate actual principal amount of Term Loans offered thereof provided by the applicable Lenders may be lower than such minimum amount) and the Borrower may impose an Extension Minimum Condition with respect to any Extension Request, which may be extended waived by the Borrower pursuant to such Extension Offer, then the Term Loans of such Term Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Term Lenders have accepted such Extension Offer, (vii) all documentation in respect of such Extension shall be consistent with the foregoing, and (viii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrowerits sole discretion.

Extensions of Term Loans. (a) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Borrower to all Lenders of a any Class of Term Loans with a like Maturity Date Loans, in each case on a pro rata basis (based on the aggregate outstanding principal amount of the respective Term Loans of such Class with the same Maturity Dateapplicable Class) and on the same terms to each such Lender, the Borrower may is hereby permitted to consummate from time to time transactions with individual Lenders that accept the consent of any Lender that shall have accepted terms contained in such offer Extension Offers to extend the maturity date of any each such Lender’s Term Loans of the applicable Class and otherwise modify the terms of such Term Loans of such Lender pursuant to the terms of the relevant Extension Offer (including, without limitation, by increasing the interest rate or fees payable in respect of such Term Loans (and related outstandings) and/or modifying the amortization schedule in respect of such Lender’s Term Loans, and which such extensions shall not be subject to any “no default” requirement, pro forma compliance with any leverage ratio or other financial tests or “most favored nations provisions”) (each, an “Extension”, ,” and each group of Term Loans Loans, as applicable, in each case as so extended, as well as the group of original Term Loans (in each case not so extended), being a “tranche”; any Extended Term Loans shall constitute a separate tranche Class of Term Loans from the tranche Class of Term Loans from which they were converted converted, and a separate it being understood that an Extension may be in the form of an increase in the amount of any other outstanding Class of Term LoansLoans otherwise satisfying the criteria set forth below), so long as the following terms are satisfied (or waived): satisfied: (i) no Event of Default shall exist at the time the notice in respect of an Extension Offer is delivered to the Lenders, and no Event of Default shall exist immediately prior to or after giving effect to the effectiveness of any Extended Term Loans, (ii) except as to interest rates, fees, amortization, final maturity date, premium, AHYDO “catch up” payments, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iiiii), (iviii) and (viv), be determined by between the Borrower and set forth in the relevant Extension Offer), the Term Loans of any Term Lender that agrees to an extension with respect to such Term Loans (an “Extending Lender”) extended pursuant to any Extension (“Extended Term Loans”) shall have the same terms and conditions that are substantially identical to, or less favorable to the lenders or investors providing such Extended Term Loans as the tranche Class of Term Loans subject to such Extension OfferOffer other than with respect to covenants or other provisions applicable to periods after the Latest Maturity Date, (iiiii) the final maturity date of any Extended Term Loans shall be no earlier than the then Latest Maturity Date latest maturity date hereunder and the amortization schedule, if any, applicable to Term Loans for periods prior to the then applicable Latest Maturity Date may not be increased, (iv) the Weighted Average Life to Maturity of any Extended Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans extended thereby, (v) any Extended Term Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments hereunder, as specified in the applicable Extension Offer, (vi) if the aggregate principal amount of Term Loans (calculated on the face amount thereof) in respect of which Term Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans offered to be extended by the Borrower pursuant to such Extension Offer, then the Term Loans of such Term Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Term Lenders have accepted such Extension Offer, (vii) all documentation in respect of such Extension shall be consistent with the foregoing, and (viii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower.-80- #95982248v17

Extensions of Term Loans. (a) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made The Borrower may at any time and from time to time by after the Borrower to Closing Date request that all Lenders or a portion of a Class of the Term Loans with a like Maturity Date on a pro rata basis (based on outstanding at the aggregate outstanding principal amount of the respective Term Loans time of such Class with the same Maturity Daterequest (any such Term Loans, “Existing Term Loans”) and on the same terms be converted to each such Lender, the Borrower may from time to time with the consent of any Lender that shall have accepted such offer extend the scheduled final maturity date of any Term Loans and otherwise modify the terms payment of principal with respect to all or a portion of any principal amount of such Term Loans of such Lender pursuant to the terms of the relevant Extension Offer (including, without limitation, by increasing the interest rate or fees payable in respect of any such Term Loans and/or modifying the amortization schedule in respect of such Term Loans) (eachwhich have been so converted, an “Extension”, and each group of Term Loans as so extended, as well as the group of original Term Loans not so extended, being a “tranche”; any Extended Term Loans shall constitute a separate tranche of Term Loans from the tranche of Term Loans from which they were converted and a separate Class of Term Loans), so long as the following terms are satisfied (or waived): (i) no Event of Default shall exist at the time the notice in respect of an Extension Offer is delivered to the Lenders, and no Event of Default shall exist immediately prior to or after giving effect to the effectiveness of any Extended Term Loans, (ii) except as to interest rates, fees, amortization, final maturity date, premium, AHYDO “catch up” payments, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iii), (iv) and (v), be determined by the Borrower and set forth in the relevant Extension Offer), the Term Loans of any Term Lender extended pursuant to any Extension (“Extended Term Loans”) and to provide for other terms consistent with this Section 2.06 (Extensions of Term Loans). Prior to entering into any Extension Amendment with respect to any Extended Term Loans, the Borrower shall have the same terms and conditions that are substantially identical to, or less favorable provide written notice to the lenders Intercreditor Agent and the Term Loan Facility Agent (who shall provide a copy of such notice to each of the Term Lenders of the Existing Term Loans and which such request shall be offered equally to all such Term Lenders) (a “Term Loan Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established, which terms shall be identical to the Existing Term Loans, except that (i) the Extended Term Loans may constitute a separate class of Term Loans than the Existing Term Loans and may have distinct voting rights with respect to such class, (ii) the scheduled final maturity date shall be extended and all or investors providing any of the scheduled amortization payments of all or a portion of any principal amount of such Extended Term Loans as may be delayed to later dates than the tranche scheduled amortization of principal of the Existing Term Loans (with any such delay resulting in a corresponding adjustment to the scheduled amortization payments reflected in Section 3.01(a) (Repayment of Term Loan Borrowings) with respect to the Existing Term Loans subject to from which such Extension Offer, (iii) the final maturity date of any Extended Term Loans shall be no earlier than were extended, in each case as more particularly set forth in Section 2.06(c) below) (provided that, for the then Latest Maturity Date and avoidance of doubt, the amortization schedule, if any, applicable weighted average life to Term Loans for periods prior to the then applicable Latest Maturity Date may not be increased, (iv) the Weighted Average Life to Maturity maturity of any such Extended Term Loans shall be no shorter than the remaining Weighted Average Life weighted average life to Maturity maturity of the Existing Term Loans extended therebyLoans), (viii) any (A) the interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and premiums with respect to the Extended Term Loans may participate on a pro rata basis or on a less be different than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments hereunder, as specified in those for the applicable Extension Offer, (vi) if the aggregate principal amount of Existing Term Loans and/or (calculated on B) additional fees and/or premiums may be payable to the face amount thereof) in respect of which Term Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans offered to be extended by the Borrower pursuant to such Extension Offer, then the Term Loans of such Term Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Term Lenders have accepted such Extension Offer, (vii) all documentation in respect of such Extension shall be consistent with the foregoing, and (viii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower.providing such

Extensions of Term Loans. (a) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Borrower to all Lenders of a Class of Term Loans with a like Maturity Date on a pro rata basis (based on the aggregate outstanding principal amount of the respective Term Loans of such Class with the same a like Maturity Date) and on the same terms to each such Lender, the Borrower may is hereby permitted to consummate from time to time transactions with individual Lenders that accept the consent of any Lender that shall have accepted terms contained in such offer Extension Offers to extend the maturity date Maturity Date of any each such Lender’s Term Loans and otherwise modify the terms of such Term Loans of such Lender pursuant to the terms of the relevant Extension Offer (including, without limitation, including by increasing the interest rate or fees payable in respect of such Term Loans and/or or modifying the amortization schedule in respect of such Lender’s Term Loans) (each, an “Extension”, and each group of Term Loans as so extended, as well as the group of original Term Loans not so extended, being a “tranche”; any ). Any Extended Term Loans shall constitute a separate tranche of Term Loans from the tranche of Term Loans from which they were converted and a separate Class of Term Loans)converted, so long as the following terms are satisfied (or waived): satisfied: (i) no Event of Default shall exist have occurred and be continuing at the time the notice offering document in respect of an Extension Offer is delivered to the Lenders, and no Event of Default shall exist immediately prior to or after giving effect to the effectiveness of any Extended Term Loans, ; (ii) except as to pricing (interest ratesrate, fees, amortization, final funding discounts and prepayment premiums) and maturity date, premium, AHYDO “catch up” payments, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iii), (iv) and (v), shall be determined by the Borrower and set forth in the relevant Extension Offer), the Term Loans of any Lender that agrees to an Extension with respect to such Term Lender Loans (an “Extending Term Lender”) extended pursuant to any Extension (“Extended Term Loans”) shall have the same terms and conditions that are substantially identical to, or less favorable to the lenders or investors providing such Extended Term Loans as the tranche of Term Loans subject to such Extension Offer, Offer (except for covenants or other provisions contained therein applicable only to periods after the then Latest Maturity Date of the Term Loans); (iii) the final maturity date of any Extended Term Loans shall be no earlier than the then Latest Maturity Date and of the amortization schedule, if any, applicable to Term Loans for periods prior to the then applicable Latest Maturity Date may not be increased, Loans; (iv) the Weighted Average Life to Maturity of any Extended Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans Class extended thereby, ; (v) any Extended Term Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments hereunder, in each case, as specified in the respective Extension Offer (provided that if the applicable Extension OfferExtending Term Lenders have the ability to decline mandatory prepayments, any such mandatory prepayment that is not accepted by the applicable Extending Term Lenders shall be applied, subject to the right of any applicable Lender to decline mandatory prepayments (if any), to the non-extended Term Loans of the Class being extended); (vi) if the aggregate principal amount of Term Loans (calculated on the face amount thereof) in respect of which Term Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans offered to be extended by the Borrower pursuant to such Extension Offer, then the Term Loans of such Term Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Term Lenders have accepted such Extension Offer, ; (vii) all documentation in respect the Extended Term Loans may not be guaranteed by any Subsidiary of the Borrower other than the Loan Parties; (viii) no assets or property shall secure the Extended Term Loans unless such Extension shall be consistent with the foregoing, assets or property constitute Collateral; and (viiiix) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower.