Common use of Terms of Extension Offers and Extension Amendments Clause in Contracts

Terms of Extension Offers and Extension Amendments. The terms of any Extended Term Loans will be set forth in an Extension Offer and as agreed between the Borrower and the Extended Term Lenders accepting such Extension Offer; provided that: (a) the final maturity date of such Extended Term Loans will be no earlier than the Latest Maturity Date of the Term Loans subject to such Extension Offer; (b) the Weighted Average Life to Maturity of such Extended Term Loans will be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans subject to such Extension Offer; (c) such Extended Term Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments of Term Loans; (d) such Extended Term Loans are not secured by any assets or property that does not constitute Collateral; (e) such Extended Term Loans are not guaranteed by any Subsidiary of the Borrower other than a Subsidiary Loan Party; and (f) except as to pricing terms (interest rate, fees, funding discounts and prepayment premiums) and maturity, the terms and conditions of such Extended Term Loans are substantially identical to (including as to ranking and priority), or, taken as a whole, no more favorable to the lenders or holders providing such Indebtedness than, those applicable to the Term Loans subject to such Extension Offer, as determined in good faith by a Responsible Officer of the Borrower. Any Extended Term Loans will constitute a separate tranche of Term Loans from the Term Loans held by Lenders that did not accept the applicable Extension Offer.

Terms of Extension Offers and Extension Amendments. The terms of any Extended Term Loans will be set forth in an Extension Offer and as agreed between the Borrower Borrowers and the Extended Term Lenders accepting such Extension Offer; provided that: (a) the final maturity date of such Extended Term Loans will be no earlier than the Latest Maturity Date of the Term Loans subject to such Extension Offer; (b) the Weighted Average Life to Maturity of such Extended Term Loans will be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans subject to such Extension Offer; (c) such Extended Term Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments of Term Loans; (d) such Extended Term Loans are not secured by any assets or property that does not constitute Collateral; (e) such Extended Term Loans are not guaranteed by any Subsidiary of the Borrower Borrowers other than a Subsidiary Loan Party; and (f) except as to pricing terms (interest rate, fees, funding discounts and prepayment premiums) and maturity, the terms and conditions of such Extended Term Loans are substantially identical to (including as to ranking and priority), or, taken as a whole, no more favorable to the lenders or holders providing such Indebtedness than, those applicable to the Term Loans subject to such Extension Offer, as determined in good faith by a Responsible Officer of the Borrower. Any Extended Term Loans will constitute a separate tranche of Term Loans from the Term Loans held by Lenders that did not accept the applicable Extension Offer.

Terms of Extension Offers and Extension Amendments. The terms of any Extended Term Loans and Extended Commitments will be set forth in an Extension Offer and as agreed between the Borrower and the Extended Term Extending Lenders accepting such Extension Offer; provided that: (a) the final maturity date of such Extended Term Loans and Extended Commitments will be no earlier than the Latest Maturity Date of applicable to the Term Loans or Commitments subject to such Extension Offer; (b) the Weighted Average Life to Maturity of such any Extended Loans that are Term Loans will be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans subject to such Extension Offer; (c) such any Extended Loans that are Term Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments of the Term Loans (in each case, other than pursuant to a refinancing or with respect to greater than pro rata payments to an earlier maturing tranche) and may participate on a pro rata basis, less than pro rata basis or greater than pro rata basis in any voluntary prepayments of the Term Loans; (d) such Extended Term Loans and Extended Commitments are not secured by any assets or property that does not constitute Collateral; (e) such Extended Term Loans and Extended Commitments are not guaranteed by any Subsidiary of the Borrower other than a Subsidiary Loan Party; and (f) except as the covenants and events of default applicable to pricing terms Extended Loans or Extended Commitments are either (interest rate, fees, funding discounts and prepayment premiumsi) and maturity, the terms and conditions of such Extended Term Loans are substantially identical to (including as to ranking and priority)to, or, taken as a whole, no more favorable to the lenders or holders Lenders providing such Indebtedness Extended Loans or Extended Commitments than, those applicable to the Term Loans subject to such Extension Offer, as determined in good faith by a Responsible Officer of the Borrower. Any Extended Term Borrower in its reasonable judgment or (ii) otherwise on customary market terms, as determined in good faith by a Responsible Officer of the Borrower in its reasonable judgment; provided that this clause (f) will not apply: (A) if an Extension Offer is made with respect to all the Loans will constitute or Commitments of a separate tranche of Term particular Class and all such Loans from the Term Loans held by Lenders that did not accept or Commitments are accepted in such Extension Offer and amended pursuant to the applicable Extension Offer.Amendment or (B) to any of the following: (1) terms addressed in the preceding clauses (a) through (e), (2) interest rate, fees, funding discounts and other pricing terms, (3) redemption, prepayment or other premiums,

Terms of Extension Offers and Extension Amendments. The terms of any Extended Term Loans and Extended Commitments will be set forth in an Extension Offer and as agreed between the Borrower and the Extended Term Extending Lenders accepting such Extension Offer; provided provided, that: (a) the final maturity date of such Extended Term Loans and Extended Commitments will be no earlier than the Latest Maturity Date of applicable to the Term Loans or Commitments subject to such Extension Offer; (b) the Weighted Average Life to Maturity of such any Extended Loans that are Term Loans will be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans subject to such Extension Offer; (c) such any Extended Loans that are Term Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments of Term Loans; (d) such Extended Term Loans and Extended Commitments are not secured by any assets or property that does not constitute Collateral; (e) such Extended Term Loans and Extended Commitments are not guaranteed by any Subsidiary of the Borrower other than a Subsidiary Loan PartyGuarantor; and (f) except as the covenants and events of default applicable to pricing terms Extended Loans or Extended Commitments are either (interest rate, fees, funding discounts and prepayment premiumsi) and maturity, the terms and conditions of such Extended Term Loans are substantially identical to (including as to ranking and priority), or, taken as a whole, no more favorable to the lenders or holders Lenders providing such Indebtedness than, Extended Loans or Extended Commitments than those applicable to the Term Loans subject to such Extension Offer, as determined in good faith by a Responsible Officer of the BorrowerBorrower in its reasonable judgment or (ii) otherwise on customary market terms, as determined in good faith by a Responsible Officer of the Borrower in its reasonable judgment; provided, that this clause (f) will not apply: (A) to (1) terms addressed in the preceding clauses (a) through (f), (2) interest rate, fees, funding discounts and other pricing terms, (3) redemption, prepayment or other premiums, (3) optional prepayment terms, (4) redemption terms, and (5) covenants and events of default applicable only to periods after the Latest Maturity Date at the time of incurrence of such Indebtedness; or (B) if an Extension Offer is made to all the Loans or Commitments of a particular Class and all such Loans or Commitments are accepted in such Extension Offer and amended pursuant to the applicable Extension Amendment. Any Extended Term Loans will constitute a separate tranche of Term Loans or Revolving Loans from the Term Loans or Revolving Loans held by Lenders that did not accept the applicable Extension Offer.

Terms of Extension Offers and Extension Amendments. The terms of any Extended Term Loans will be set forth in an Extension Offer and as agreed between the Borrower and the Extended Extending Term Lenders accepting such Extension Offer; provided that: : (a) the final maturity date of such Extended Term Loans will be no earlier than the Latest Maturity Date of applicable to the Term Loans subject to such Extension Offer; ; (b) the Weighted Average Life to Maturity of any such Extended Term Loans will be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans subject to such Extension Offer; ; (c) such any Extended Term Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments of Term Loans; ; (d) such Extended Term Loans are not secured by any assets or property that does not constitute Collateral; ; (e) such Extended Term Loans are not guaranteed by any Subsidiary of the Borrower Person other than a Subsidiary Loan Party; and and (f) except as to pricing terms (interest rate, fees, funding discounts and prepayment premiums) and maturity, the other terms and conditions of such applicable to the Extended Term Loans are (i) substantially identical to (including as to ranking and priority)to, or, taken as a whole, no more favorable to the lenders or holders providing such Indebtedness Extended Term Loans than, those applicable to the Term Loans subject to such Extension OfferOffer (except for covenants applicable only to periods after the Latest Maturity Date of the Initial Term Loans at the time of incurrence) (provided that a certificate of a Responsible Officer delivered to the Administrative Agent at least four (4) Business Days (or such shorter period as may be agreed by the Administrative Agent) prior to the incurrence of such Extended Term Loans together with a reasonably detailed description of the material covenants and event of default of such Indebtedness or drafts of the documentation relating thereto, as stating that the Borrower has determined in good faith by that such terms and conditions satisfy the requirement of this clause (f) shall be conclusive evidence that such Indebtedness satisfies this clause (f) unless the Administrative Agent notifies the Borrower within such four (4) Business Day (or shorter) period that it disagrees with such determination (including a Responsible Officer description of the Borrowerbasis upon which it disagrees)); provided that this clause (f) will not apply to (vw) terms addressed in the preceding clauses (a) through (e), (x) interest rate, rate floors, fees, funding discounts and other pricing terms, (y) redemption, prepayment or other premiums, or (z) optional prepayment or redemption terms. Any Extended Term Loans will constitute a separate tranche of Term Loans from the Term Loans held by Lenders that did not accept the applicable Extension Offer.

Terms of Extension Offers and Extension Amendments. The terms of any Extended Term Loans will be set forth in an Extension Offer and as agreed between the Borrower and the Extended Extending Term Lenders accepting such Extension Offer; provided that: (a) the final maturity date of such Extended Term Loans will be no earlier than the Latest Maturity Date of applicable to the Term Loans subject to such Extension Offer; (b) the Weighted Average Life to Maturity of any such Extended Term Loans will be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans subject to such Extension Offer; (c) such any Extended Term Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basisbasis other than with respect to payments at maturity or with the proceeds of refinancing Indebtedness) in any voluntary or mandatory repayments or prepayments of Initial Term LoansLoans provided for herein; (d) such Extended Term Loans are not secured by any assets or property that does not constitute CollateralCollateral or Collateral (as defined in the New Term Loan Credit Agreement); (e) such Extended Term Loans are not guaranteed by any Subsidiary of the Borrower Person other than a Subsidiary Loan Party; and (f) except as to pricing terms (interest rate, fees, funding discounts and prepayment premiums) and maturity, the other terms and conditions of such applicable to the Extended Term Loans are (ia) substantially identical to (including as to ranking and priority)to, or, taken as a whole, no more favorable to the lenders or holders providing such Indebtedness Extended Term Loans than, those applicable to the Term Loans subject to such Extension Offer (except for covenants applicable only to periods after the Latest Maturity Date of the Initial Term Loans at the time of incurrence) or (b) solely to the extent that any terms and conditions applicable to such Extended Term Loans are not the substantially same as, or are materially more restrictive on the Borrower and the Restricted Subsidiaries than, those then applicable to the Term Loans subject to such Extension Offer, shall otherwise reflect customary market terms and conditions at the time of such incurrence of Indebtedness, in each case as determined in good faith by a Responsible Officer of the BorrowerBorrower (provided that a certificate of a Responsible Officer delivered to the Administrative Agent at least four (4) Business Days (or such shorter period as may be agreed by the Administrative Agent) prior to the incurrence of such Extended Term Loans together with a reasonably detailed description of the material covenants and event of default of such Indebtedness or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the requirement of this clause (f) shall be conclusive evidence that such Indebtedness satisfies this clause (f) unless the Administrative Agent notifies the Borrower within such four (4) Business Day (or shorter) period that it disagrees with such determination (including a description of the basis upon which it disagrees)); provided that this clause (f) will not apply to (w) terms addressed in the preceding clauses (a) through (e), (x) interest rate, rate floors, fees, funding discounts and other pricing terms, (y) redemption, prepayment or other premiums, or (z) optional prepayment or redemption terms. Any Extended Term Loans will constitute a separate tranche of Term Loans from the Term Loans held by Lenders that did not accept the applicable Extension Offer.

Terms of Extension Offers and Extension Amendments. The terms of any Extended Term Loans Commitments (and related Extended Loans) will be set forth in an Extension Offer and as agreed between the Borrower and the Extended Term Extending Lenders accepting such Extension Offer; provided that: (a) the final maturity date of such Extended Term Loans will be no earlier than the Latest Maturity Date of applicable to the Term Revolving Loans or Revolving Facility Commitments subject to such Extension Offer; (b) the Weighted Average Life to Maturity of such any Extended Term Loans will be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans subject to such Extension Offer; (c) such Extended Term Loans or Revolving Facility Commitments may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basisbasis other than with respect to proceeds of Permitted Refinancing Indebtedness or Credit Agreement Refinancing Indebtedness) in any voluntary mandatory prepayments of Loans or mandatory repayments or prepayments terminations of Term LoansRevolving Facility Commitments; (dc) such Extended Term Loans or Revolving Facility Commitments are not secured by any assets or property that does not constitute Collateral; (ed) such Extended Term Loans or Revolving Facility Commitments are not guaranteed by any Subsidiary of the Borrower Person other than a Subsidiary Loan Party; and (fe) except as to pricing terms (interest rate, fees, funding discounts and prepayment premiums) and maturity, the other terms and conditions of such applicable to the Extended Term Loans or Extended Commitments are (i) substantially identical to (including as to ranking and priority)to, or, taken as a whole, no more favorable to the lenders or holders providing such Indebtedness than, Extended Loans or Extended Commitments than those applicable to the Term Revolving Loans or Revolving Facility Commitments subject to such Extension Offer (except for covenants applicable only to periods after the Latest Maturity Date of the Revolving Loans or Revolving Facility Commitments subject to such Extension Offer) (provided that a certificate of a Responsible Officer delivered to the Administrative Agent at least four (4) Business Days (or such shorter period as may be agreed by the Administrative Agent) prior to the incurrence of such Extended Loans or Extended Commitments together with a reasonably detailed description of the material covenants and event of default of such Indebtedness or drafts of the documentation relating thereto, as stating that the Borrower has determined in good faith by that such terms and conditions satisfy the requirement of this clause (de) shall be conclusive evidence that such Indebtedness satisfies this clause (de) unless the Administrative Agent notifies the Borrower within such four (4) Business Day (or shorter) period that it disagrees with such determination (including a Responsible Officer description of the Borrowerbasis upon which it disagrees)); provided that this clause (de) will not apply to (vi) terms addressed in the preceding clauses (a) through (cd), (xii) interest rate, rate floors, fees, funding discounts and other pricing terms, (yiii) redemption, prepayment or other premiums, or (ziv) payment, optional prepayment or redemption terms. Any Extended Term Loans will constitute a separate tranche of Term Loans from the Term Loans held by Lenders that did not accept the applicable Extension OfferOffer and such Loans shall also be subject to the requirements set forth in Section 2.22 with regards to the terms and conditions applicable to Refinancing Term Loans.

Terms of Extension Offers and Extension Amendments. The terms of any Extended Term Loans and/or Extended Commitments will be set forth in an Extension Offer and as agreed between the Borrower and the Extended Term Extending Lenders accepting such Extension Offer; provided that: that (ax) in the case of Extended Commitments that are Revolving Commitments, (i) the final maturity date of such Extended Commitments will be no earlier than, and the Extended Commitments will not have scheduled or mandatory commitment reductions prior to, the Latest Maturity Date applicable to the Loans and/or Commitments subject to such Extension Offer, (ii) the definition of Applicable Rate and the fees contemplated by Section 2.11(b) may be modified with respect to the Extended Commitments and related Loans as agreed by the Borrower and the applicable Lenders accepting such Extension Offer, and (iii) the other terms and conditions applicable to any such Extended Commitments are substantially identical to those applicable to the Commitments subject to such Extension Offer and (y) in the case of Extended Loans that are Term Loans, (i) the final maturity date of such Extended Loans will be no earlier than the Latest Maturity Date of applicable to the Term Loans and/or Commitments subject to such Extension Offer; , (bii) the Weighted Average Life to Maturity of such Extended Term Loans will be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans subject to such Extension Offer; ; and (ciii) such Extended Term Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any voluntary or corresponding mandatory repayments or prepayments of Term Loans; (d) such Extended Term Loans are not secured by any assets or property that does not constitute Collateral; (e) such Extended Term Loans are not guaranteed by any Subsidiary of the Borrower other than a Subsidiary Loan Party; and (f) except as to pricing terms (interest rate, fees, funding discounts and prepayment premiums) and maturity, the terms and conditions any repayment of such Extended Term Loans are substantially identical to (including as to ranking and priority), or, taken as a whole, no more favorable to at maturity or with the lenders or holders providing such Indebtedness than, those applicable to the Term Loans subject to such Extension Offer, as determined in good faith by a Responsible Officer proceeds of the BorrowerCredit Agreement Refinancing Indebtedness. Any Extended Term Loans will constitute a separate tranche of Revolving Loans and Revolving Commitments or Term Loans from the Revolving Loans and Revolving Commitments or Term Loans Loans, as applicable, held by Lenders that did not accept the applicable Extension Offer.

Terms of Extension Offers and Extension Amendments. The terms of any Extended Term Loans and Extended Term Commitments will be set forth in an Extension Offer and as agreed between the Borrower and the Extended Term Lenders accepting such Extension Offer; provided that: (ai) the final maturity date of such Extended Term Loans and Extended Term Commitments will be no earlier than the Latest Maturity Date of applicable to the Term Loans and/or Commitments subject to such Extension Offer; (bii) the Weighted Average Life to Maturity of such any Extended Term Loans will be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans subject to such Extension Offer; (ciii) such any Extended Term Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments of Term Loans; (div) such Extended Term Loans and Extended Term Commitments are not secured by any assets or property that does not constitute Collateral; (ev) such Extended Term Loans and Extended Term Commitments are not guaranteed by any Subsidiary of the Borrower other than a Subsidiary Loan Party; and (fvi) except as the covenants and events of default applicable to pricing terms (interest rate, fees, funding discounts and prepayment premiums) and maturity, the terms and conditions of such Extended Term Loans and/or Extended Term Commitments are either (A) substantially identical to (including as to ranking and priority)to, or, taken as a whole, no more favorable to the lenders or holders Lenders providing such Indebtedness Extended Term Loans and/or Extended Term Commitments than, those applicable to the Term Loans subject to such Extension Offer, as determined in good faith by a Responsible Officer of the BorrowerBorrower in its reasonable judgment or (B) otherwise on customary market terms, as determined in good faith by a Responsible Officer of the Borrower in its reasonable judgment; provided that this clause (vi) will not apply: (A) to (1) terms addressed in the preceding clauses (i) through (v), (2) interest rate, fees, funding discounts and other pricing terms, (3) redemption, prepayment or other premiums, (3) optional prepayment terms, (4) redemption terms, and (5) covenants and events of default applicable only to periods after the Latest Maturity Date at the time of incurrence of such Indebtedness; or (B) if an Extension Offer is made to all the Loans and/or Commitments of a particular Class and all such Loans and/or Commitments are accepted in such Exchange Offer and amended pursuant to the applicable Extension Amendment. Any Extended Term Loans will constitute a separate tranche of Term Loans from the Term Loans held by Lenders that did not accept the applicable Extension Offer.

Terms of Extension Offers and Extension Amendments. The terms of any Extended Term Loans and Extended Commitments will be set forth in an Extension Offer and as agreed between the Borrower and the Extended Term Lenders accepting such Extension Offer; provided that: (ai) the final maturity date of such Extended Term Loans and Extended Commitments will be no earlier than the Latest Maturity Date of applicable to the Term Loans and/or Commitments subject to such Extension Offer; (bii) the Weighted Average Life to Maturity of such any Extended Loans that are Term Loans will be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans subject to such Extension Offer; (ciii) such any Extended Loans that are Term Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments of Term Loans; (div) such Extended Term Loans and Extended Commitments are not secured by any assets or property that does not constitute Collateral; (ev) such Extended Term Loans and Extended Commitments are not guaranteed by any Subsidiary of the Borrower other than a Subsidiary Loan Party; and (fvi) except as the covenants and events of default applicable to pricing terms Extended Loans and/or Extended Commitments are either (interest rate, fees, funding discounts and prepayment premiumsA) and maturity, the terms and conditions of such Extended Term Loans are substantially identical to (including as to ranking and priority)to, or, taken as a whole, no more favorable to the lenders or holders Lenders providing such Indebtedness Extended Loans and/or Extended Commitments than, those applicable to the Term Loans subject to such Extension Offer, as determined in good faith by a Responsible Officer of the BorrowerBorrower in its reasonable judgment or (B) otherwise on customary market terms, as determined in good faith by a Responsible Officer of the Borrower in its reasonable judgment; provided that this clause (vi) will not apply: (A) to (1) terms addressed in the preceding clauses (i) through (v), (2) interest rate, fees, funding discounts and other pricing terms, (3) redemption, prepayment or other premiums, (3) optional prepayment terms, (4) redemption terms, and (5) covenants and events of default applicable only to periods after the Latest Maturity Date at the time of incurrence of such Indebtedness; or (B) if an Extension Offer is made to all the Loans and/or Commitments of a particular Class and all such Loans and/or Commitments are accepted in such Exchange Offer and amended pursuant to the applicable Extension Amendment. Any Extended Term Loans will constitute a separate tranche of Term Loans and/or Revolving Loans from the Term Loans and/or Revolving Loans held by Lenders that did not accept the applicable Extension Offer.

Terms of Extension Offers and Extension Amendments. The terms of any Extended Term Loans will be set forth in an Extension Offer and as agreed between the Borrower and the Extended Term Lenders accepting such Extension Offer; provided that: : (ai) the final maturity date of such Extended Term Loans will be no earlier than the Latest latest Maturity Date of applicable to the Term Loans subject to such Extension Offer; ; (bii) the Weighted Average Life to Maturity of any such Extended Term Loans will be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans subject to such Extension Offer; ; DB1/ 110470318.9 90 (ciii) such any Extended Term Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments of Term Loans; ; (div) such Extended Term Loans are not secured by any assets or property that does not constitute Collateral; ; (ev) such Extended Term Loans are not guaranteed by any Subsidiary of the Borrower Person other than a Subsidiary Loan Party; and and (fvi) except as to pricing terms (interest rate, fees, funding discounts and prepayment premiums) and maturity, the other terms and conditions of such applicable to the Extended Term Loans are (i) substantially identical to (including as to ranking and priority)to, or, taken as a whole, no more favorable to the lenders or holders providing such Indebtedness Extended Term Loans than, those applicable to the Term Loans subject to such Extension OfferOffer (except for covenants applicable only to periods after the latest Maturity Date of the Term Loans made on the Closing Date at the time of incurrence) (provided that a certificate of a Responsible Officer delivered to the Administrative Agent at least four (4) Business Days (or such shorter period as may be agreed by the Administrative Agent) prior to the incurrence of such Extended Term Loans together with a reasonably detailed description of the material covenants and event of default of such Indebtedness or drafts of the documentation relating thereto, as stating that the Borrower has determined in good faith by that such terms and conditions satisfy the requirement of this clause (vi) shall be conclusive evidence that such Indebtedness satisfies this clause (vi) unless the Administrative Agent notifies the Borrower within such four (4) Business Day (or shorter) period that it disagrees with such determination (including a Responsible Officer description of the Borrowerbasis upon which it disagrees)); provided that this clause (vi) will not apply to (w) terms addressed in the preceding clauses (i) through (v), (x) interest rate, rate floors, fees, funding discounts and other pricing terms, (y) redemption, prepayment or other premiums, or (z) optional prepayment or redemption terms. Any Extended Term Loans will constitute a separate tranche of Term Loans from the Term Loans held by Lenders that did not accept the applicable Extension Offer.

Terms of Extension Offers and Extension Amendments. The terms of any Extended Term Loans will be set forth in an Extension Offer and as agreed between the Borrower and the Extended Extending Term Lenders accepting such Extension Offer; provided that: (a) the final maturity date of such Extended Term Loans will be no earlier than the Latest Maturity Date of applicable to the Term Loans subject to such Extension Offer; (b) the Weighted Average Life to Maturity of any such Extended Term Loans will be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans subject to such Extension Offer; (c) such any Extended Term Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basisbasis other than with respect to payments at maturity or with the proceeds of refinancing Indebtedness) in any voluntary or mandatory repayments or prepayments of Initial Term LoansLoans provided for herein; (d) such Extended Term Loans are not secured by any assets or property that does not constitute Collateral; (e) such Extended Term Loans are not guaranteed by any Subsidiary of the Borrower Person other than a Subsidiary Loan Party; and (f) except as to pricing terms (interest rate, fees, funding discounts and prepayment premiums) and maturity, the other terms and conditions of such applicable to the Extended Term Loans are (a) substantially identical to (including as to ranking and priority)to, or, taken as a whole, no more favorable to the lenders or holders providing such Indebtedness Extended Term Loans than, those applicable to the Term Loans subject to such Extension Offer (except for covenants applicable only to periods after the Latest Maturity Date of the Initial Term Loans at the time of incurrence) or (b) solely to the extent that any terms and conditions applicable to such Extended Term Loans are not the substantially same as, or are materially more restrictive on the Borrower and the Restricted Subsidiaries than, those then applicable to the Term Loans subject to such Extension Offer, shall otherwise reflect customary market terms and conditions at the time of such incurrence of Indebtedness, in each case as determined in good faith by a Responsible Officer of the BorrowerBorrower (provided that a certificate of a Responsible Officer delivered to the Administrative Agent at least four (4) Business Days (or such shorter period as may be agreed by the Administrative Agent) prior to the incurrence of such Extended Term Loans together with a reasonably detailed description of the material covenants and event of default of such Indebtedness or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the requirement of this clause (f) shall be conclusive evidence that such Indebtedness satisfies this clause (f) unless the Administrative Agent notifies the Borrower within such four (4) Business Day (or shorter) period that it disagrees with such determination (including a description of the basis upon which it disagrees)); provided that this clause (f) will not apply to (w) terms addressed in the preceding clauses (a) through (e), (x) interest rate, rate floors, fees, funding discounts and other pricing terms, (y) redemption, prepayment or other premiums, or (z) optional prepayment or redemption terms. Any Extended Term Loans will constitute a separate tranche of Term Loans from the Term Loans held by Lenders that did not accept the applicable Extension Offer.

Terms of Extension Offers and Extension Amendments. The terms of any Extended Term Loans will be set forth in an Extension Offer and as agreed between the Borrower and the Extended Term Lenders accepting such Extension Offer; provided that: (ai) the final maturity date of such Extended Term Loans will be no earlier than the Latest latest Maturity Date of applicable to the Term Loans subject to such Extension Offer; (bii) the Weighted Average Life to Maturity of any such Extended Term Loans will be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans subject to such Extension Offer; (ciii) such any Extended Term Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments of Term Loans; (div) such Extended Term Loans are not secured by any assets or property that does not constitute Collateral; (ev) such Extended Term Loans are not guaranteed by any Subsidiary of the Borrower Person other than a Subsidiary Loan Party; and (fvi) except as to pricing terms (interest rate, fees, funding discounts and prepayment premiums) and maturity, the other terms and conditions of such applicable to the Extended Term Loans are (i) substantially identical to (including as to ranking and priority)to, or, taken as a whole, no more favorable to the lenders or holders providing such Indebtedness Extended Term Loans than, those applicable to the Term Loans subject to such Extension OfferOffer (except for covenants applicable only to periods after the latest Maturity Date of the Term Loans made on the Closing Date at the time of incurrence) (provided that a certificate of a Responsible Officer delivered to the Administrative Agent at least four (4) Business Days (or such shorter period as may be agreed by the Administrative Agent) prior to the incurrence of such Extended Term Loans together with a reasonably detailed description of the material covenants and event of default of such Indebtedness or drafts of the documentation relating thereto, as stating that the Borrower has determined in good faith by that such terms and conditions satisfy the requirement of this clause (vi) shall be conclusive evidence that such Indebtedness satisfies this clause (vi) unless the Administrative Agent notifies the Borrower within such four (4) Business Day (or shorter) period that it disagrees with such determination (including a Responsible Officer description of the Borrowerbasis upon which it disagrees)); provided that this clause (vi) will not apply to (w) terms addressed in the preceding clauses (i) through (v), (x) interest rate, rate floors, fees, funding discounts and other pricing terms, (y) redemption, prepayment or other premiums, or (z) optional prepayment or redemption terms. Any Extended Term Loans will constitute a separate tranche of Term Loans from the Term Loans held by Lenders that did not accept the applicable Extension Offer.

Terms of Extension Offers and Extension Amendments. The terms of any Extended Term Loans and/or Extended Commitments will be set forth in an Extension Offer and as agreed between the Borrower and the Extended Term Extending Lenders accepting such Extension Offer; provided that: that (ax) in the case of Extended Commitments that are Revolving Commitments, (i) the final maturity date of such Extended Commitments will be no earlier than, and the Extended Commitments will not have scheduled or mandatory commitment reductions prior to, the Latest Maturity Date applicable to the Loans and/or Commitments subject to such Extension Offer, (ii) the definition of Applicable Rate and the fees contemplated by Section 2.11(b) may be modified with respect to the Extended Commitments and related Loans as agreed by the Borrower and the applicable Lenders accepting such Extension Offer, and (iii) the other terms and conditions applicable to any such Extended Commitments are substantially identical to those applicable to the Commitments subject to such Extension Offer. and (y) in the case of Extended Loans that are Term Loans, (i) the final maturity date of such Extended Loans will be no earlier than the Latest Maturity Date of applicable to the Term Loans and/or Commitments subject to such Extension Offer; , (bii) the Weighted Average Life to Maturity of such Extended Term Loans will be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans subject to such Extension Offer; ; and (ciii) such Extended Term Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any voluntary or corresponding mandatory repayments or prepayments of Term Loans; (d) such Extended Term Loans are not secured by any assets or property that does not constitute Collateral; (e) such Extended Term Loans are not guaranteed by any Subsidiary of the Borrower other than a Subsidiary Loan Party; and (f) except as to pricing terms (interest rate, fees, funding discounts and prepayment premiums) and maturity, the terms and conditions any repayment of such Extended Term Loans are substantially identical to (including as to ranking and priority), or, taken as a whole, no more favorable to at maturity or with the lenders or holders providing such Indebtedness than, those applicable to the Term Loans subject to such Extension Offer, as determined in good faith by a Responsible Officer proceeds of the BorrowerCredit Agreement Refinancing Indebtedness. Any Extended Term Loans will constitute a separate tranche of Revolving Loans and Revolving Commitments or Term Loans from the Revolving Loans and Revolving Commitments or Term Loans Loans, as applicable, held by Lenders that did not accept the applicable Extension Offer.

Terms of Extension Offers and Extension Amendments. The terms of any Extended Term Loans and Extended Commitments will be set forth in an Extension Offer and as agreed between the Borrower and the Extended Term Extending Lenders accepting such Extension Offer; provided that: (a) the final maturity date of such Extended Term Loans and Extended Commitments will be no earlier than the Latest Maturity Date of applicable to the Term Loans or Commitments subject to such Extension Offer; (b) the Weighted Average Life to Maturity of such any Extended Loans that are Term Loans will be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans subject to such Extension Offer; (c) such any Extended Loans that are Term Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments of the Term Loans (in each case, other than pursuant to a refinancing or with respect to greater than pro rata payments to an earlier maturing tranche) and may participate on a pro rata basis, less than pro rata basis or greater than pro rata basis in any voluntary prepayments of the Term Loans; (d) such Extended Term Loans and Extended Commitments are not secured by any assets or property that does not constitute Collateral;; and (e) such Extended Term Loans and Extended Commitments are not guaranteed by any Subsidiary of the Borrower other than a Subsidiary Loan Party; and (f) except as to pricing terms (interest rate, fees, funding discounts and prepayment premiums) and maturity, the terms and conditions of such Extended Term Loans are substantially identical to (including as to ranking and priority), or, taken as a whole, no more favorable to the lenders or holders providing such Indebtedness than, those applicable to the Term Loans subject to such Extension Offer, as determined in good faith by a Responsible Officer of the Borrower. Any Extended Term Loans will constitute a separate tranche of Term Loans or Revolving Loans from the Term Loans or Revolving Loans held by Lenders that did not accept the applicable Extension Offer.

Terms of Extension Offers and Extension Amendments. The terms of any Extended Term Loans and Extended Commitments will be set forth in an Extension Offer and as 151 US-DOCS\123992845.16 042525-0274 agreed between the Borrower and the Extended Term Extending Lenders accepting such Extension Offer; provided that: : (a) the final maturity date of such Extended Term Loans and Extended Commitments will be no earlier than the Latest Maturity Date of applicable to the Term Loans or Commitments subject to such Extension Offer; ; (b) the Weighted Average Life to Maturity of such any Extended Loans that are Term Loans will be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans subject to such Extension Offer; ; (c) such any Extended Loans that are Term Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments of the Term Loans (in each case, other than pursuant to a refinancing) and may participate on a pro rata basis, greater than pro rata basis or less than pro rata basis in any voluntary prepayments of the Term Loans; ; (d) such Extended Term Loans and Extended Commitments are not secured by any assets or property that does not constitute Collateral; Collateral and may not be secured on a senior basis to the existing Term Loans; (e) such Extended Term Loans and Extended Commitments are not guaranteed by any Subsidiary of the Borrower other than a Subsidiary that is a Loan Party; and and (f) except as the covenants and events of default applicable to pricing terms Extended Loans or Extended Commitments are either (interest rate, fees, funding discounts and prepayment premiumsi) and maturity, the terms and conditions of such Extended Term Loans are substantially identical to (including as to ranking and priority)to, or, taken as a whole, no more favorable to the lenders or holders Lenders providing such Indebtedness Extended Loans or Extended Commitments than, those applicable to the Term Loans subject to such Extension Offer, as determined in good faith by a Responsible Officer of the Borrower. Any Extended Term Borrower in its reasonable judgment or (ii) otherwise on customary market terms, as determined in good faith by a Responsible Officer of the Borrower in its reasonable judgment; provided that this clause (f) will not apply: (A) if an Extension Offer is made with respect to all the Loans will constitute or Commitments of a separate tranche of Term particular Class and all such Loans from the Term Loans held by Lenders that did not accept or Commitments are accepted in such Extension Offer and amended pursuant to the applicable Extension Offer.Amendment or (B) to any of the following: (1) terms addressed in the preceding clauses (a) through (e), (2) interest rate, fees, funding discounts and other pricing terms, (3) redemption, prepayment or other premiums, 152 US-DOCS\123992845.16 042525-0274

Terms of Extension Offers and Extension Amendments. The terms of any Extended Term Loans Commitments (and related Extended Loans) will be set forth in an Extension Offer and as agreed between the Borrower and the Extended Term Extending Lenders accepting such Extension Offer; provided that: : (a) the final maturity date of such Extended Term Loans will be no earlier than the Latest Maturity Date of applicable to the Term Revolving Loans or Revolving Facility Commitments subject to such Extension Offer; ; (b) the Weighted Average Life to Maturity of such any Extended Term Loans will be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans subject to such Extension Offer; (c) such Extended Term Loans or Revolving Facility Commitments may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any voluntary mandatory prepayments of Loans or mandatory repayments or prepayments terminations of Term Loans; Revolving Facility Commitments; (dc) such Extended Term Loans or Revolving Facility Commitments are not secured by any assets or property that does not constitute Collateral; ; (ed) such Extended Term Loans or Revolving Facility Commitments are not guaranteed by any Subsidiary of the Borrower Person other than a Subsidiary Loan Party; and and (fe) except as to pricing terms (interest rate, fees, funding discounts and prepayment premiums) and maturity, the other terms and conditions of such applicable to the Extended Term Loans or Extended Commitments are (i) substantially identical to (including as to ranking and priority)to, or, taken as a whole, no more favorable to the lenders or holders providing such Indebtedness than, Extended Loans or Extended Commitments than those applicable to the Term Revolving Loans or Revolving Facility Commitments subject to such Extension Offer (except for covenants applicable only to periods after the Latest Maturity Date of the Revolving Loans or Revolving Facility Commitments subject to such Extension Offer) (provided that a certificate of a Responsible Officer delivered to the Administrative Agent at least four (4) Business Days (or such shorter period as may be agreed by the Administrative Agent) prior to the incurrence of such Extended Loans or Extended Commitments together with a reasonably detailed description of the material covenants and event of default of such Indebtedness or drafts of the documentation relating thereto, as stating that the Borrower has determined in good faith by that such terms and conditions satisfy the requirement of this clause (d) shall be conclusive evidence that such Indebtedness satisfies this clause (d) unless the Administrative Agent notifies the Borrower within such four (4) Business Day (or shorter) period that it disagrees with such determination (including a Responsible Officer description of the Borrower. Any Extended Term Loans basis upon which it disagrees)); provided that this clause (d) will constitute a separate tranche of Term Loans from not apply to (v) terms addressed in the Term Loans held by Lenders that did not accept the applicable Extension Offerpreceding clauses (a) through (c), (x) interest rate, rate floors, fees, funding discounts and other pricing terms, (y) redemption, prepayment or other premiums, or (z) optional prepayment or redemption terms.

Terms of Extension Offers and Extension Amendments. The terms of any Extended Term Loans and Extended Commitments will be set forth in an Extension Offer and as agreed between the Borrower and the Extended Term Extending Lenders accepting such Extension Offer; provided that: (ai) the final maturity date of such Extended Term Loans and Extended Commitments will be no earlier than the Latest Maturity Date of applicable to the Term Loans and/or Commitments subject to such Extension Offer; (bii) the Weighted Average Life to Maturity of such any Extended Loans that are Term Loans will be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans subject to such Extension Offer; (ciii) such any Extended Loans that are Term Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments of Term LoansLoans other than any repayment of such Extended Loans at maturity or with the proceeds of Credit Agreement Refinancing Indebtedness; (div) such Extended Term Loans and Extended Commitments are not secured by any assets or property that does not constitute Collateral; (ev) such Extended Term Loans and Extended Commitments are not guaranteed by any Subsidiary of the Borrower other than a Subsidiary Loan Party; and (fvi) except as the covenants and events of default applicable to pricing terms the Extended Loans and/or Extended Commitments are (interest rate, fees, funding discounts and prepayment premiumsA) and maturity, the terms and conditions of such Extended Term Loans are substantially identical to (including as to ranking and priority)to, or, taken as a whole, no more favorable to the lenders or holders providing such Indebtedness Extended Loans and/or Extended Commitments than, those applicable to the Term Loans and/or Commitments subject to such Extension Offer, as determined in good faith by a Responsible Officer of the BorrowerBorrower in its reasonable judgment (except (1) for covenants applicable only to periods after the Latest Maturity Date of the Term Loans at the time of incurrence and (2) any term or condition to the extent such term or condition is also added for the benefit of the Lenders under the Term Loans) or (B) solely to the extent that any terms and conditions applicable to any such Extended Loans and/or Extended Commitments are not the same as, or substantially similar to, those then applicable to the Term Loans, shall otherwise reflect customary market terms and conditions at the time of such incurrence, including with respect to high yield debt securities to the extent applicable, as determined in good faith by a Responsible Officer of the Borrower in its reasonable judgment (provided that a certificate of a Responsible Officer delivered to the Administrative Agent at least four (4) Business Days (or such shorter period as may be agreed by the Administrative Agent) prior to the incurrence of such Extended Loans and/or Extended Commitments together with a reasonably detailed description of the material covenants and events of default of such Indebtedness or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the requirement of this clause (iv) shall be conclusive evidence that such material covenants and events of default satisfy such requirement unless the Administrative Agent notifies the Borrower within such four (4) Business Day (or shorter) period that it disagrees with such determination (including a description of the basis upon which it disagrees)); provided that this clause (iii) will not apply to (w) terms addressed in the preceding clauses (i) through (iii), (x) interest rate, rate floors, fees, funding discounts and other pricing terms, (y) redemption, prepayment or other premiums, and (z) optional prepayment or redemption terms. Any Extended Term Loans will constitute a separate tranche of Term Loans and/or Revolving Loans from the Term Loans and/or Revolving Loans held by Lenders that did not accept the applicable Extension Offer.

Terms of Extension Offers and Extension Amendments. The terms of any Extended Term Loans and Extended Commitments will be set forth in an Extension Offer and as agreed between the Borrower and the Extended Term Extending Lenders accepting such Extension Offer; provided that: (a) the final maturity date of such Extended Term Loans and Extended Commitments will be no earlier than the Latest Maturity Date of applicable to the Term Loans or Commitments subject to such Extension Offer; (b) the Weighted Average Life to Maturity of such any Extended Loans that are Term Loans will be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans subject to such Extension Offer; (c) such any Extended Loans that are Term Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments of the Term Loans (in each case, other than pursuant to a refinancing) and may participate on a pro rata basis or less than pro rata basis (but not greater than pro rata basis) in any voluntary prepayments of the Term Loans; (d) such Extended Term Loans and Extended Commitments are not secured by any assets or property that does not constitute CollateralCollateral and may not be secured on a senior basis to the existing Term Loans; (e) such Extended Term Loans and Extended Commitments are not guaranteed by any Subsidiary of the Borrower other than a Subsidiary Loan Party; and (f) except as the covenants and events of default applicable to pricing terms (interest rate, fees, funding discounts and prepayment premiums) and maturity, the terms and conditions of such Extended Term Loans or Extended Commitments are substantially identical to (including as to ranking and priority)to, or, taken as a whole, no more favorable to the lenders or holders Lenders providing such Indebtedness Extended Loans or Extended Commitments than, those applicable to the Term Loans or Commitments subject to such Extension Offer, as determined in good faith by a Responsible Officer of the Borrower. Any Extended Term Borrower in its reasonable judgment; provided that this clause (f) will not apply: (A) if an Extension Offer is made with respect to all the Loans will constitute or Commitments of a separate tranche of Term particular Class and all such Loans from the Term Loans held by Lenders that did not accept or Commitments are accepted in such Extension Offer and amended pursuant to the applicable Extension Offer.Amendment or (B) to any of the following: (1) terms addressed in the preceding clauses (a) through (e), (2) interest rate, fees, funding discounts and other pricing terms, (3) redemption, prepayment or other premiums, and

Terms of Extension Offers and Extension Amendments. The terms of any Extended Term Loans will be set forth in an Extension Offer and as agreed between the Borrower and the Extended Term Lenders accepting such Extension Offer; provided that: : (ai) the final maturity date of such Extended Term Loans will be no earlier than the Latest latest Maturity Date of applicable to the Term Loans subject to such Extension Offer; ; (bii) the Weighted Average Life to Maturity of any such Extended Term Loans will be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans subject to such Extension Offer; ; (ciii) such any Extended Term Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments of Term Loans; ; (div) such Extended Term Loans are not secured by any assets or property that does not constitute Collateral; ; (ev) such Extended Term Loans are not guaranteed by any Subsidiary of the Borrower Person other than a Subsidiary Loan Party; and and (fvi) except as to pricing terms (interest rate, fees, funding discounts and prepayment premiums) and maturity, the other terms and conditions of such applicable to the Extended Term Loans are (i) substantially identical to (including as to ranking and priority)to, or, taken as a whole, no more favorable to the lenders or holders providing such Indebtedness Extended Term Loans than, those applicable to the Term Loans subject to such Extension OfferOffer (except for covenants applicable only to periods after the latest Maturity Date of the Term Loans made on the Closing Date at the time of incurrence) (provided that a certificate of a Responsible Officer delivered to the Administrative Agent at least four (4) Business Days (or such shorter period as may be agreed by the Administrative Agent) prior to the incurrence of such Extended Term Loans together with a reasonably detailed description of the material covenants and event of default of such Indebtedness or drafts of the documentation relating thereto, as stating that the Borrower has determined in good faith by that such terms and conditions satisfy the requirement of this clause (vi) shall be conclusive evidence that such Indebtedness satisfies this clause (vi) unless the Administrative Agent notifies the Borrower within such four (4) Business Day (or shorter) period that it disagrees with such determination (including a Responsible Officer description of the Borrower. Any Extended Term Loans basis upon which it disagrees)); provided that this clause (vi) will constitute a separate tranche of Term Loans from not apply to (w) terms addressed in the Term Loans held by Lenders that did not accept the applicable Extension Offer.preceding clauses (i) through (v), (x) interest rate, rate

Terms of Extension Offers and Extension Amendments. The terms of any Extended Term Loans will be set forth in an Extension Offer and as agreed between the Borrower and the Extended Term Lenders accepting such Extension Offer; provided that: (a) the final maturity date of such Extended Term Loans will be no earlier than the Latest Maturity Date of the Term Loans subject to such Extension Offer; (b) the Weighted Average Life to Maturity of such Extended Term Loans will be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans subject to such Extension Offer; (c) such Extended Term Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments of Term Loans; (d) such Extended Term Loans are not secured by any assets or property that does not constitute Collateral; (e) such Extended Term Loans are not guaranteed by any Subsidiary of the Borrower other than a Subsidiary Loan Party; and (f) except as to pricing terms (interest rate, fees, funding discounts and prepayment premiums) and maturity, the terms and conditions of such Extended Term Loans are substantially identical to (including as to ranking and priority)to, or, taken as a whole, no more favorable to the lenders or holders providing such Indebtedness than, those applicable to the Term Loans subject to such Extension Offer, as determined in good faith by a Responsible Officer of the Borrower. Any Extended Term Loans will constitute a separate tranche of Term Loans from the Term Loans held by Lenders that did not accept the applicable Extension Offer.

Terms of Extension Offers and Extension Amendments. The terms of any Extended Term Loans and Extended Commitments will be set forth in an Extension Offer and as agreed between the Borrower and the Extended Term Extending Lenders accepting such Extension Offer; provided that: (a) the final maturity date of such Extended Term Loans and Extended Commitments will be no earlier than the Latest Maturity Date of applicable to the Term Loans or Commitments subject to such Extension Offer; (b) the Weighted Average Life to Maturity of such any Extended Loans that are Term Loans will be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans subject to such Extension Offer; (c) such any Extended Loans that are Term Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments of the Term Loans (in each case, other than pursuant to a refinancing) and may participate on a pro rata basis, greater than pro rata basis or less than pro rata basis in any voluntary prepayments of the Term Loans; (d) such Extended Term Loans and Extended Commitments are not secured by any assets or property that does not constitute CollateralCollateral and may not be secured on a senior basis to the existing Term Loans; (e) such Extended Term Loans and Extended Commitments are not guaranteed by any Subsidiary of the Borrower other than a Subsidiary that is a Loan Party; and (f) except as the covenants and events of default applicable to pricing terms Extended Loans or Extended Commitments are either (interest rate, fees, funding discounts and prepayment premiumsi) and maturity, the terms and conditions of such Extended Term Loans are substantially identical to (including as to ranking and priority)to, or, taken as a whole, no more favorable to the lenders or holders Lenders providing such Indebtedness Extended Loans or Extended Commitments than, those applicable to the Term Loans subject to such Extension Offer, as determined in good faith by a Responsible Officer of the BorrowerBorrower in its reasonable judgment or (ii) otherwise on customary market terms, as determined in good faith by a Responsible Officer of the Borrower in its reasonable judgment; provided that this clause (f) will not apply: (A) if an Extension Offer is made with respect to all the Loans or Commitments of a particular Class and all such Loans or Commitments are accepted in such Extension Offer and amended pursuant to the applicable Extension Amendment or (B) to any of the following: (1) terms addressed in the preceding clauses (a) through (e), (2) interest rate, fees, funding discounts and other pricing terms, (3) redemption, prepayment or other premiums, (4) optional redemption or prepayment terms and (5) covenants and events of default applicable only to periods after the Latest Maturity Date at the time of incurrence of such Indebtedness. Any Extended Term Loans will constitute a separate tranche of Term Loans from the Term Loans held by Lenders that did not accept the applicable Extension Offer.

Terms of Extension Offers and Extension Amendments. The terms of any Extended Term Loans and Extended Commitments will be set forth in an Extension Offer and as agreed between the Borrower and the Extended Term Extending Lenders accepting such Extension Offer; provided provided, that: (a) the final maturity date of such Extended Term Loans and Extended Commitments will be no earlier than the Latest Maturity Date of applicable to the Term Loans or Commitments subject to such Extension Offer; (b) the Weighted Average Life to Maturity of such Extended Term Loans will be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans subject to such Extension Offer[reserved]; (c) such Extended Term Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments of Term Loans[reserved]; (d) such Extended Term Loans and Extended Commitments are not secured by any assets or property that does not constitute Collateral; (e) such Extended Term Loans and Extended Commitments are not guaranteed by any Subsidiary of the Borrower other than a Subsidiary Loan PartyGuarantor; and (f) except as the covenants and events of default applicable to pricing terms Extended Loans or Extended Commitments are either (interest rate, fees, funding discounts and prepayment premiumsi) and maturity, the terms and conditions of such Extended Term Loans are substantially identical to (including as to ranking and priority), or, taken as a whole, no more favorable to the lenders or holders Lenders providing such Indebtedness than, Extended Loans or Extended Commitments than those applicable to the Term Loans subject to such Extension Offer, as determined in good faith by a Responsible Officer of the BorrowerBorrower in its reasonable judgment or (ii) otherwise on customary market terms, as determined in good faith by a Responsible Officer of the Borrower in its reasonable judgment; provided, that this clause (f) will not apply: (A) to (1) terms addressed in the preceding clauses (a) through (f), (2) interest rate, fees, funding discounts and other pricing terms, (3) redemption, prepayment or other premiums, (3) optional prepayment terms, (4) redemption terms, and (5) covenants and events of default applicable only to periods after the Latest Maturity Date at the time of incurrence of such Indebtedness; or (B) if an Extension Offer is made to all the Loans or Commitments of a particular Class and all such Loans or Commitments are accepted in such Extension Offer and amended pursuant to the applicable Extension Amendment. Any Extended Term Loans will constitute a separate tranche of Term Loans or Revolving Loans from the Term Loans or Revolving Loans held by Lenders that did not accept the applicable Extension Offer.

Terms of Extension Offers and Extension Amendments. The terms of any Extended Term Loans and Extended Commitments will be set forth in an Extension Offer and as agreed between the Borrower and the Extended Term Extending Lenders accepting such Extension Offer; provided that: (ai) the final maturity date of such Extended Term Loans and Extended Commitments will be no earlier than the Latest Maturity Date of applicable to the Term Loans and/or Commitments subject to such Extension Offer; (bii) the Weighted Average Life to Maturity of such any Extended Loans that are Term Loans will be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans subject to such Extension Offer; (ciii) such any Extended Loans that are Term Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments of Term Loans; (d) Loans other than any repayment of such Extended Term Loans are not secured by any assets at maturity or property that does not constitute Collateral; (e) such Extended Term Loans are not guaranteed by any Subsidiary with the proceeds of the Borrower other than a Subsidiary Loan PartyCredit Agreement Refinancing Indebtedness; and (fiv) except as the covenants and events of default applicable to pricing terms the Extended Loans and/or Extended Commitments are (interest rate, fees, funding discounts and prepayment premiumsA) and maturity, the terms and conditions of such Extended Term Loans are substantially identical to (including as to ranking and priority)to, or, taken as a whole, no more favorable to the lenders or holders providing such Indebtedness Extended Loans and/or Extended Commitments than, those applicable to the Term Loans and/or Commitments subject to such Extension Offer, as determined in good faith by a Responsible Officer of the BorrowerBorrower in its reasonable judgment (except (1) for covenants applicable only to periods after the Latest Maturity Date of the Term Loans at the time of incurrence and (2) any term or condition to the extent such term or condition is also added for the benefit of the Lenders under the Term Loans) or (B) solely to the extent that any terms and conditions applicable to any such Extended Loans and/or Extended Commitments are not the same as, or substantially similar to, those then applicable to the Term Loans, shall otherwise reflect customary market terms and conditions at the time of such incurrence, including with respect to high yield debt securities to the extent applicable, as determined in good faith by a Responsible Officer of the Borrower in its reasonable judgment (provided that a certificate of a Responsible Officer delivered to the Administrative Agent at least four Business Days (or such shorter period as may be agreed by the Administrative Agent) prior to the incurrence of such Extended Loans and/or Extended Commitments together with a reasonably detailed description of the material covenants and events of default of such Indebtedness or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the requirement of this clause (iv) shall be conclusive evidence that such material covenants and events of default satisfy such requirement unless the Administrative Agent notifies the Borrower within such four Business Day (or shorter) period that it disagrees with such determination (including a description of the basis upon which it disagrees)); provided that this clause (iii) will not apply to (w) terms addressed in the preceding clauses (i) through (iii), (x) interest rate, rate floors, fees, funding discounts and other pricing terms, (y) redemption, prepayment or other premiums, and (z) optional prepayment or redemption terms; provided further that the Borrower will promptly deliver to the Administrative Agent final copies of the definitive credit documentation relating to such Indebtedness (unless the Borrower is bound by a confidentiality obligation with respect thereto, in which case the Borrower will deliver a reasonably detailed description of the material terms and conditions of such Indebtedness in lieu thereof). Any Extended Term Loans will constitute a separate tranche of Term Loans from the Term Loans held by Lenders that did not accept the applicable Extension Offer.

Terms of Extension Offers and Extension Amendments. The terms of any Extended Term Loans and Extended Commitments will be set forth in an Extension Offer and as agreed between the Borrower and the Extended Term Extending Lenders accepting such Extension Offer; provided provided, that: (a) the final maturity date of such Extended Term Loans and Extended Commitments will be no earlier than the Latest Maturity Date of applicable to the Term Loans or Commitments subject to such Extension Offer; (b) the Weighted Average Life to Maturity of such any Extended Loans that are Term Loans will be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans subject to such Extension Offer; (c) such any Extended Loans that are Term Loans may participate on a pro rata basis or a less than a pro rata basis (but not greater than a pro rata basis) with the Term Loans in connection with any voluntary or mandatory prepayments, repayments or prepayments application of Term Loansfunds upon the exercise of rights or remedies or the collection on account of any Collateral; (d) such Extended Term Loans and Extended Commitments are not secured by any assets or property that does not constitute Collateral; (e) such Extended Term Loans and Extended Commitments are not guaranteed by any Subsidiary of the Borrower other than a Subsidiary Loan PartyGuarantor; and (f) except as the covenants and events of default applicable to pricing terms Extended Loans or Extended Commitments are either (interest rate, fees, funding discounts and prepayment premiumsi) and maturity, the terms and conditions of such Extended Term Loans are substantially identical to (including as to ranking and priority), or, taken as a whole, no more favorable to the lenders or holders Lenders providing such Indebtedness than, Extended Loans or Extended Commitments than those applicable to the Term Loans subject to such Extension Offer, as determined in good faith by a Responsible Officer of the BorrowerBorrower in its reasonable judgment or (ii) otherwise on customary market terms, as determined in good faith by a Responsible Officer of the Borrower in its reasonable judgment; provided, that this clause (f) will not apply: (A) to (1) terms addressed in the preceding clauses (a) through (f), (2) interest rate, fees, funding discounts and other pricing terms, (3) redemption, prepayment or other premiums, (4) optional prepayment terms, (5) redemption terms, and (6) covenants and events of default applicable only to periods after the Latest Maturity Date at the time of incurrence of such Indebtedness; or (B) if an Extension Offer is made to all the Loans or Commitments of a particular Class and all such Loans or Commitments are accepted in such Extension Offer and amended pursuant to the applicable Extension Amendment. Any Extended Term Loans will constitute a separate tranche of Term Loans or Revolving Loans from the Term Loans or Revolving Loans held by Lenders that did not accept the applicable Extension Offer.