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 Lenders accepting such Extension Offer; provided that: (i) the final maturity date of such Extended Term Loans will be no earlier than the latest Maturity Date applicable to the Term Loans subject to such Extension Offer; (ii) 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 (iii) 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 voluntary or mandatory repayments or prepayments of Term Loans; (iv) such Extended Term Loans are not secured by any assets or property that does not constitute Collateral; (v) such Extended Term Loans are not guaranteed by any Person other than a Loan Party; and (vi) the other terms and conditions applicable to the Extended Term Loans are (i) substantially identical to, or, taken as a whole, no more favorable to the lenders or holders providing such 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 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, stating that the Borrower has determined in good faith 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 description of the basis 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. (d)

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 Extending Lenders accepting such Extension Offer; provided that: (ia) the final maturity date of such Extended Term Loans and Extended Commitments will be no earlier than the latest Latest Maturity Date applicable to the Term Loans or Commitments subject to such Extension Offer; (iib) the Weighted Average Life to Maturity of any such 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; DB1/ 110470318.9 90 (iiic) 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 voluntary or any 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; (ivd) 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; (ve) such Extended Term Loans and Extended Commitments are not guaranteed by any Person Subsidiary of the Borrower other than a Subsidiary that is a Loan Party; and (vif) the other terms covenants and conditions events of default applicable to the Extended Term Loans or Extended Commitments are either (i) substantially identical to, or, taken as a whole, no more favorable to the lenders or holders Lenders providing such Extended Term Loans or Extended Commitments 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 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 Offer, 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 by a Responsible Officer 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 in its reasonable judgment or (4ii) Business Day (or shorter) period that it disagrees with such determination (including otherwise on customary market terms, as determined in good faith by a description Responsible Officer of the basis upon which it disagrees))Borrower in its reasonable judgment; provided that this clause (vif) will not apply 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 (wB) to any of the following: (1) terms addressed in the preceding clauses (ia) through (ve), (x2) interest rate, rate floors, fees, funding discounts and other pricing terms, (y3) 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. (d)152 US-DOCS\123992845.16 042525-0274

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 Extending Term Lenders accepting such Extension Offer; provided that: (ia) the final maturity date of such Extended Term Loans will be no earlier than the latest Latest Maturity Date applicable to the Term Loans subject to such Extension Offer; (iib) 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 (iiic) 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 voluntary or mandatory repayments or prepayments of Term Loans; (ivd) such Extended Term Loans are not secured by any assets or property that does not constitute Collateral; (ve) such Extended Term Loans are not guaranteed by any Person other than a Subsidiary Loan Party; and (vif) the other terms and conditions applicable to the Extended Term Loans are (i) substantially identical to, or, taken as a whole, no more favorable to the lenders or holders providing such 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 Latest Maturity Date of the Initial 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, stating that the Borrower has determined in good faith that such terms and conditions satisfy the requirement of this clause (vif) shall be conclusive evidence that such Indebtedness satisfies this clause (vif) 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 (vif) will not apply to (wvw) terms addressed in the preceding clauses (ia) through (ve), (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. (d4)

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 Extending Lenders accepting such Extension Offer; provided that: (ia) the final maturity date of such Extended Term Loans will be no earlier than the latest Latest Maturity Date applicable to the Term Revolving Loans or Revolving Facility Commitments subject to such Extension Offer; (ii) 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 (iiib) any 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 voluntary mandatory prepayments of Loans or mandatory repayments or prepayments terminations of Term LoansRevolving Facility Commitments; (ivc) such Extended Term Loans or Revolving Facility Commitments are not secured by any assets or property that does not constitute Collateral; (vd) such Extended Term Loans or Revolving Facility Commitments are not guaranteed by any Person other than a Subsidiary Loan Party; and (vie) the other terms and conditions applicable to the Extended Term Loans or Extended Commitments are (i) substantially identical to, or, taken as a whole, no more favorable to the lenders or holders providing such Extended Term Loans than, 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 Latest Maturity Date of the Term Revolving Loans made on the Closing Date at the time of incurrenceor 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 Term 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, stating that the Borrower has determined in good faith that such terms and conditions satisfy the requirement of this clause (vid) shall be conclusive evidence that such Indebtedness satisfies this clause (vid) 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 (vid) will not apply to (wv) terms addressed in the preceding clauses (ia) through (vc), (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. (d).

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 Lenders accepting such Extension Offer; provided that: (i) the final maturity date of such Extended Term Loans will be no earlier than the latest Maturity Date applicable to the Term Loans subject to such Extension Offer; (ii) 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 (iii) 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 voluntary or mandatory repayments or prepayments of Term Loans; (iv) such Extended Term Loans are not secured by any assets or property that does not constitute Collateral; (v) such Extended Term Loans are not guaranteed by any Person other than a Loan Party; and (vi) the other terms and conditions applicable to the Extended Term Loans are (i) substantially identical to, or, taken as a whole, no more favorable to the lenders or holders providing such 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 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, stating that the Borrower has determined in good faith 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 description of the basis 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. (d)rate

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 Extending Lenders accepting such Extension Offer; provided that: that (x) 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 Latest Maturity Date applicable to the Term Loans and/or Commitments subject to such Extension Offer; , (ii) 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 and (iii) any 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 voluntary or any corresponding mandatory repayments or prepayments of Term Loans; (iv) such Extended Term Loans are not secured by any assets or property that does not constitute Collateral; (v) such Extended Term Loans are not guaranteed by any Person other than a Loan Party; and (vi) the other terms and conditions applicable to the Extended Term Loans are (i) substantially identical to, or, taken as a whole, no more favorable to the lenders or holders providing such 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 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 any repayment of such Extended Term Loans together at maturity or with a reasonably detailed description the proceeds 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 (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 description of the basis 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 termsCredit 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. (d).