Common use of Extended Term Loans Clause in Contracts

Extended Term Loans. (a) Notwithstanding anything to the contrary in this Agreement, subject to the terms of this Section 2.14, Lead Borrower may at any time and from time to time request that all or a portion of any Tranche of Term Loans (each, an “Existing Term Loan Tranche”), be converted to extend the scheduled maturity date(s) of any payment of principal with respect to all or any portion of such Existing Term Loan Tranche (any such Term Loans which have been so converted, “Extended Term Loans”) and to provide for other terms consistent with this Section 2.14. In order to establish any Extended Term Loans, Lead Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Term Loan Tranche) (each, an “Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established, which shall (x) be identical as offered to each Lender under the relevant Existing Term Loan Tranche (including as to the proposed interest rates and fees payable) and (y) have the same terms as the Existing Term Loan Tranche from which such Extended Term Loans are to be converted, except that: (i) all or any of the scheduled amortization payments of principal of the Extended Term Loans may be delayed to later dates than the scheduled amortization payments of principal of the Term Loans of such Existing Term Loan Tranche to the extent provided in the applicable Extension Amendment; (ii) the Effective Yield with respect to the Extended Term Loans (whether in the form of interest rate margin, upfront fees, original issue discount or otherwise) may be different than the Effective Yield for the Term Loans of such Existing Term Loan Tranche; (iii) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the applicable Extension Amendment (immediately prior to the establishment of such Extended Term Loans); (iv) Extended Term Loans may have mandatory prepayment terms which provide for the application of proceeds from mandatory prepayment events to be made first to prepay the Term Loans under the Existing Term Loan Tranche from which such Extended Term Loans have been converted before applying any such proceeds to prepay such Extended Term Loans; (v) Extended Term Loans may have optional prepayment terms (including call protection and terms which allow Term Loans under the relevant Existing Term Loan Tranche from which such Extended Term Loans have been converted to be optionally prepaid prior to the prepayment of such Extended Term Loans) as may be agreed by Lead Borrower and the Lenders thereof and (vi) such Extended Term Loans may have other terms (other than those described in the preceding clause (i) through (v)) that differ from those of the Existing Term Loan Tranche, in each case, taken as a whole, that are not materially more favorable to the Lenders providing such Extended Term Loans than the provisions applicable to the Existing Term Loan Tranche or as are otherwise reasonably satisfactory to the Administrative Agent. Any Extended Term Loans converted pursuant to any Extension Request shall be designated a series (each, an “Extension Series”) of Extended Term Loans for all purposes of this Agreement; provided that, subject to the requirements set forth above, any Extended Term Loans converted from an Existing Term Loan Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Tranche of Term Loans.

Extended Term Loans. (a) Notwithstanding anything to the contrary in this Agreement, subject to the terms of this Section 2.14, Lead the Borrower may at any time and from time to time request that all or a portion of any Tranche of Term Loans (each, an “Existing Term Loan Tranche”), be converted to extend the scheduled maturity date(s) of any payment of principal with respect to all or any portion of the principal amount of such Existing Term Loan Tranche Loans (any such Term Loans which have been so converted, “Extended Term Loans”) and to provide for other terms consistent with this Section 2.14. In order to establish any Extended Term Loans, Lead the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Term Loan Tranche) (each, an “Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established, which shall (x) be identical as offered to each Lender under the relevant Existing Term Loan Tranche (including as to the proposed interest rates and fees payable) and (y) have be identical to the same terms as Term Loans under the relevant Existing Term Loan Tranche from which such Extended Term Loans are to be converted, except that: (i) all or any of the scheduled amortization payments of principal of the Extended Term Loans may be delayed to later dates than the scheduled amortization payments of principal of the Term Loans of such Existing Term Loan Tranche to the extent provided in the applicable Extension Amendment; (ii) the Effective Yield with respect to the Extended Term Loans (whether in the form of interest rate margin, upfront fees, original issue discount or otherwise) may be different than the Effective Yield for the Term Loans of such Existing Term Loan TrancheTranche to the extent provided in the applicable Extension Amendment; (iii) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the applicable Extension Amendment (immediately prior to the establishment of such Extended Term Loans); (iv) Extended Term Loans may have mandatory prepayment terms which provide for the application of proceeds from mandatory prepayment events to be made first to prepay the Term Loans under the Existing Term Loan Tranche from which such Extended Term Loans have been converted before applying any such proceeds to prepay such Extended Term Loans; and (v) Extended Term Loans may have optional prepayment terms (including call protection and terms which allow Term Loans under the relevant Existing Term Loan Tranche from which such Extended Term Loans have been converted to be optionally prepaid prior to the prepayment of such Extended Term Loans) as may be agreed by Lead the Borrower and the Lenders thereof and (vi) such Extended Term Loans may have other terms (other than those described in the preceding clause (i) through (v)) that differ from those of the Existing Term Loan Tranche, in each case, taken as a whole, that are not materially more favorable to the Lenders providing such Extended Term Loans than the provisions applicable to the Existing Term Loan Tranche or as are otherwise reasonably satisfactory to the Administrative Agentthereof. Any Extended Term Loans converted pursuant to any Extension Request shall be designated a series (each, an “Extension Series”) of Extended Term Loans for all purposes of this Agreement; provided that, subject to the requirements set forth above, above any Extended Term Loans converted from an Existing Term Loan Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Tranche of Term Loans.

Extended Term Loans. (a) Notwithstanding anything to the contrary in this Agreement, subject to the terms of this Section 2.14, Lead The Borrower may at any time and from time to time request that all or a portion of any Tranche of the Term Loans of a given Class (each, an “Existing Term Loan TrancheFacility”), ) be converted to extend the scheduled maturity date(s) of any payment of principal with respect to all or any a portion of any principal amount of such Existing Term Loan Tranche Loans (any such Term Loans which have been so converted, “Extended Term Loans”) and to provide for other terms consistent with this Section 2.142.17. In order to establish any Extended Term Loans, Lead the Borrower shall provide a notice an Extension Request to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Term Loan Tranche) (each, an “Extension Request”Facility) setting forth the proposed terms of the Extended Term Loans to be established, which shall (x) be identical as offered to each Lender under the relevant such applicable Existing Term Loan Tranche Facility (including as to the proposed interest rates and fees payable, but excluding any arrangement, structuring or other similar fees payable in connection therewith that are not generally shared with the relevant Lenders) and offered to each Lender under such Existing Term Loan Facility in accordance with its Pro Rata Share with respect thereto and (y) have be identical to the same terms as Term Loans under the Existing Term Loan Tranche Facility from which such Extended Term Loans are to be converted, except that: (i) all or any of the scheduled amortization payments of principal principal, if any, and/or scheduled final maturity date of the Extended Term Loans may shall be delayed to later dates than the scheduled amortization payments of principal of the Term Loans of such Existing Term Loan Tranche to the extent provided as set forth in the applicable Extension Amendment; , subject to the provisos below, (ii) the Effective All-In Yield with respect to the Extended Term Loans (whether in the form of interest rate margin, upfront fees, original issue discount funding discounts, OID, prepayment premiums or otherwise) may be different than the Effective All-In Yield for the Term Loans of such Existing Term Loan Tranche; Facility, in each case, to the extent provided in the applicable Extension Amendment, (iii) the applicable Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the applicable Extension Amendment (immediately prior to the establishment of such Extended Term Loans); Date, and (iv) Extended Term Loans may have mandatory prepayment terms which provide for the application of proceeds from mandatory prepayment events to be made first to prepay the Term Loans under the Existing Term Loan Tranche from which such Extended Term Loans have been converted before applying any such proceeds to prepay such Extended Term Loans; (v) Extended Term Loans may have optional prepayment terms (including call protection and prepayment premiums) and mandatory repayment terms which allow Term Loans under the relevant Existing Term Loan Tranche from which such Extended Term Loans have been converted (other than as to be optionally prepaid prior to the prepayment of such Extended Term Loansscheduled amortization and final maturity date) as may be agreed by Lead the Borrower and the Lenders thereof and (vi) such thereof; provided that no Extended Term Loans may have other terms participate on a greater than pro rata basis in any mandatory prepayment with any then existing Class of Term Loans (other than those described scheduled amortization and in the preceding clause case of a prepayment under Section 2.05(b)(iii)(B)); provided, further, that (iA) through (v)) that differ from those in no event shall the final maturity date of any Extended Term Loans of a given Term Loan Extension Series at the time of establishment thereof be earlier than the final maturity of the Existing Term Loan Tranche, in each case, taken as a whole, that are not materially more favorable Facility being extended and (B) scheduled amortization applicable to the Lenders providing such Extended Term Loans than shall not exceed (or occur on different dates than) the provisions scheduled amortization (exclusive of payments required at maturity) which previously applied to the Term Loans that are being extended (which regular amortization in the same amounts (or lesser amounts, if agreed by the applicable to Extending Term Lenders) may continue after the final maturity of the Existing Term Loan Tranche or as are otherwise reasonably satisfactory Facility being extended) at any time prior to the Administrative Agentfinal maturity of the Existing Term Loan Facility being extended. Any Class of Extended Term Loans converted pursuant to any Extension Request shall be designated a series (each, an a “Term Loan Extension Series”) of Extended Term Loans for all purposes of this Agreement; provided that, subject to the requirements set forth above, that any Extended Term Loans converted from an Existing Term Loan Tranche Facility may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Tranche Term Loan Extension Series with respect to such Existing Term Loan Facility (in which case scheduled amortization with respect thereto shall be proportionally increased). Each Term Loan Extension Series of Extended Term Loans incurred under this Section 2.17 shall be in an aggregate principal amount that is not less than C$5,000,000 (or, in the case of any Class of Term Loans with an entire outstanding principal amount of less than C$5,000,000 that is to be extended in full, such outstanding principal amount) (unless such extension is made pursuant to clause (e) below) and the Borrower may impose an Extension Minimum Condition with respect to any Extension Request for Extended Term Loans, which may be waived by the Borrower in its sole discretion.

Extended Term Loans. (a) Notwithstanding anything to the contrary in this Agreement, subject to the terms of this Section 2.14, Lead The Borrower may at any time and from time to time request that all or a portion of any Tranche of the Term Loans of a given Class (each, an “Existing Term Loan TrancheFacility”), ) be converted to extend the scheduled maturity date(s) of any payment of principal with respect to all or any a portion of any principal amount of such Existing Term Loan Tranche Loans (any such Term Loans which have been so converted, “Extended Term Loans”) and to provide for other terms consistent with this Section 2.142.17. In order to establish any Extended Term Loans, Lead the Borrower shall provide a notice an Extension Request to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Term Loan Tranche) (each, an “Extension Request”Facility) setting forth the proposed terms of the Extended Term Loans to be established, which shall (x) be identical as offered to each Lender under the relevant such applicable Existing Term Loan Tranche Facility (including as to the proposed interest rates and fees payable, but excluding any arrangement, structuring, underwriting, ticking, consent, amendment or other similar fees payable in connection therewith that are not generally shared with the relevant Lenders) and offered to each Lender under such Existing Term Loan Facility in accordance with its Pro Rata Share with respect thereto and (y) have be identical to the same terms as Term Loans under the Existing Term Loan Tranche Facility from which such Extended Term Loans are to be converted, except that: (i) all or any of the scheduled amortization payments of principal principal, if any, and/or scheduled final maturity date of the Extended Term Loans may shall be delayed to later dates than the scheduled amortization payments of principal of the Term Loans of such Existing Term Loan Tranche to the extent provided as set forth in the applicable Extension Amendment; , subject to the provisos below, (ii) the Effective All-In Yield with respect to the Extended Term Loans (whether in the form of interest rate margin, upfront fees, original issue discount funding discounts, OID, prepayment premiums or otherwise) may be different than the Effective All-In Yield for the Term Loans of such Existing Term Loan Tranche; Facility, in each case, to the extent provided in the applicable Extension Amendment, (iii) the applicable Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the applicable Extension Amendment (immediately prior to the establishment of such Extended Term Loans); , and (iv) Extended Term Loans may have mandatory prepayment terms which provide for the application of proceeds from mandatory prepayment events to be made first to prepay the Term Loans under the Existing Term Loan Tranche from which such Extended Term Loans have been converted before applying any such proceeds to prepay such Extended Term Loans; (v) Extended Term Loans may have optional prepayment terms (including call protection and prepayment premiums) and mandatory repayment terms which allow Term Loans under the relevant Existing Term Loan Tranche from which such Extended Term Loans have been converted (other than as to be optionally prepaid prior to the prepayment of such Extended Term Loansscheduled amortization and final maturity date) as may be agreed by Lead the Borrower and the Lenders thereof and (vi) such thereof; provided that no Extended Term Loans may have other terms be optionally prepaid or mandatorily repaid (other than those described scheduled amortization and in the preceding clause (i) through (vcase of a prepayment under Section 2.05(b)(iii)(B)) prior to the date on which all Term Loans with an earlier final stated maturity (including Term Loans under the Existing Term Loan Facility from which they were converted) are repaid in full, unless such prepayment or repayment is in accordance with the theretofore existing provisions of this Agreement or is accompanied by at least a pro rata prepayment or repayment of such other Term Loans, as applicable; provided, further, that differ from those (A) in no event shall the final maturity date of any Extended Term Loans of a given Term Loan Extension Series at the time of establishment thereof be earlier than the final maturity of the Existing Term Loan Tranche, in each case, taken as a whole, that are not materially more favorable Facility being extended and (B) scheduled amortization applicable to the Lenders providing such Extended Term Loans than shall not exceed (or occur on different dates than) the provisions scheduled amortization (exclusive of payments required at maturity) which previously applied to the Term Loans that are being extended (which regular amortization in the same amounts (or lesser amounts, if agreed by the applicable to Extending Term Lenders) may continue after the final maturity of the Existing Term Loan Tranche or as are otherwise reasonably satisfactory Facility being extended) at any time prior to the Administrative Agentfinal maturity of the Existing Term Loan Facility being extended. Any Class of Extended Term Loans converted pursuant to any Extension Request shall be designated a series (each, an a “Term Loan Extension Series”) of Extended Term Loans for all purposes of this Agreement; provided that, subject to the requirements set forth above, that any Extended Term Loans converted from an Existing Term Loan Tranche Facility may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Tranche Term Loan Extension Series (in which case scheduled amortization with respect thereto shall be proportionally increased). Each Term Loan Extension Series of Extended Term Loans incurred under this Section 2.17 shall be in an aggregate principal amount that is not less than $1,000,000 (or, in the case of any Class of Term Loans with an entire outstanding principal amount of less than $1,000,000 that is to be extended in full, such outstanding principal amount) (unless such extension is made pursuant to clause (e) below) and the Borrower may impose an Extension Minimum Condition with respect to any Extension Request for Extended Term Loans, which may be waived by the Borrower in its sole discretion.

Extended Term Loans. (a) Notwithstanding anything to the contrary in this Agreement, subject to the terms of this Section 2.14, Lead The Borrower may at any time and from time to time request that all or a portion of any Tranche of the Term Loans of a given Class (each, an “Existing Term Loan TrancheFacility”), ) be converted to extend the scheduled maturity date(s) of any payment of principal with respect to all or any a portion of any principal amount of such Existing Term Loan Tranche Loans (any such Term Loans which have been so converted, “Extended Term Loans”) and to provide for other terms consistent with this Section 2.142.17. In order to establish any Extended Term Loans, Lead the Borrower shall provide a notice an Extension Request to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Term Loan Tranche) (each, an “Extension Request”Facility) setting forth the proposed terms of the Extended Term Loans to be established, which shall (x) be identical as offered to each Lender under the relevant such applicable Existing Term Loan Tranche Facility (including as to the proposed interest rates and fees payable, but excluding any arrangement, structuring or other fees payable in connection therewith that are not generally shared with the relevant Lenders) and offered pro rata to each Lender under such Existing Term Loan Facility and (y) have be identical to the same terms as Term Loans under the Existing Term Loan Tranche Facility from which such Extended Term Loans are to be converted, except that: (i) all or any of the scheduled amortization payments of principal principal, if any, and/or scheduled final maturity date of the Extended Term Loans may shall be delayed to later dates than the scheduled amortization payments of principal of the Term Loans of such Existing Term Loan Tranche to the extent provided as set forth in the applicable Extension Amendment; , subject to the provisos below, (ii) the Effective All-In Yield with respect to the Extended Term Loans (whether in the form of interest rate margin, upfront fees, original issue discount funding discounts, OID, prepayment premiums or otherwise) may be different than the Effective All-In Yield for the Term Loans of such Existing Term Loan Tranche; Facility, in each case, to the extent provided in the applicable Extension Amendment, (iii) the applicable Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the applicable Extension Amendment (immediately prior to the establishment of such Extended Term Loans); , and (iv) Extended Term Loans may have mandatory prepayment terms which provide for the application of proceeds from mandatory prepayment events to be made first to prepay the Term Loans under the Existing Term Loan Tranche from which such Extended Term Loans have been converted before applying any such proceeds to prepay such Extended Term Loans; (v) Extended Term Loans may have optional prepayment terms (including call protection and prepayment premiums) and mandatory repayment terms which allow Term Loans under the relevant Existing Term Loan Tranche from which such Extended Term Loans have been converted (other than as to be optionally prepaid prior to the prepayment of such Extended Term Loansscheduled amortization and final maturity date) as may be agreed by Lead the Borrower and the Lenders thereof and (vi) such thereof; provided that no Extended Term Loans may have other terms be optionally prepaid or mandatorily repaid (other than those described scheduled amortization and in the preceding clause (i) through (vcase of a prepayment under Section 2.05(b)(iii)(B)) prior to the date on which all Term Loans with an earlier final stated maturity (including Term Loans under the Existing Term Loan Facility from which they were converted) are repaid in full, unless such prepayment or repayment is in accordance with the theretofore existing provisions of this Agreement or is accompanied by at least a pro rata prepayment or repayment of such other Term Loans, as applicable; provided, further, that differ from those (A) in no event shall the final maturity date of any Extended Term Loans of a given Term Loan Extension Series at the time of establishment thereof be earlier than the final maturity of the Existing Term Loan Tranche, in each case, taken as a whole, that are not materially more favorable Facility being extended and (B) scheduled amortization applicable to the Lenders providing such Extended Term Loans than shall not exceed (or occur on different dates than) the provisions applicable scheduled amortization (exclusive of payments required at maturity) which previously applied to the Term Loans that are being extended (which regular amortization in the same amounts may continue after the date referenced in clause (x) below) at any time prior to the final maturity of the Existing Term Loan Tranche or as are otherwise reasonably satisfactory to the Administrative AgentFacility being extended. Any Class of Extended Term Loans converted pursuant to any Extension Request shall be designated a series (each, an a “Term Loan Extension Series”) of Extended Term Loans for all purposes of this Agreement; provided that, subject to the requirements set forth above, that any Extended Term Loans converted from an Existing Term Loan Tranche Facility may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Tranche Term Loan Extension Series with respect to such Existing Term Loan Facility (in which case scheduled amortization with respect thereto shall be proportionally increased). Each Term Loan Extension Series of Extended Term Loans incurred under this Section 2.17 shall be in an aggregate principal amount that is not less than a Dollar Amount of $10,000,000 (or, in the case of any Class of Term Loans with an entire outstanding principal amount of less than a Dollar Amount of $10,000,000 that is to be extended in full, such outstanding principal amount) (unless such extension is made pursuant to clause (e) below) and the Borrower may impose an Extension Minimum Condition with respect to any Extension Request for Extended Term Loans, which may be waived by the Borrower in its sole discretion.

Extended Term Loans. (a) Notwithstanding anything to the contrary in this Agreement, subject to the terms of this Section 2.14, Lead The Borrower may at any time and from time to time request that all or a portion of any Tranche the Loans of Term Loans a given Class (each, an “Existing Term Loan Tranche”), ) be converted amended to extend the scheduled maturity date(s) of any payment of principal with respect to all or any a portion of any principal amount of such Existing Term Loan Tranche Loans (any such Term Loans which have been so convertedamended, “Extended Term Loans”) and to provide for other terms consistent with this Section 2.142.16. In order to establish any Extended Term Loans, Lead the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Term Loan Tranche) (each, an “Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established, which shall (x) be identical as offered to each Lender under the relevant such Existing Term Loan Tranche (including as to the proposed interest rates and fees payable, but excluding any arrangement, structuring or other fees payable in connection therewith that are not generally shared with all relevant Lenders) and offered pro rata to each Lender under such Existing Term Loan Tranche and (y) have be identical to the same terms as Loans under the applicable Existing Term Loan Tranche from to which such amended Extended Term Loans are to be convertedrelate, except that: (i) all or any of the scheduled amortization payments of principal of the Extended Term Loans may be delayed to later dates than the scheduled amortization payments of principal of the Term Loans of such Existing Term Loan Tranche Tranche, to the extent provided in the applicable Extension Amendment; (ii) the Effective Yield with respect to the Extended Term Loans (whether in the form of interest rate margin, upfront fees, original issue discount or otherwise) may be different than the Effective Yield for the Term Loans of such Existing Term Loan Tranche, in each case, to the extent provided in the applicable Extension Amendment; (iii) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the applicable Extension Amendment (immediately prior to the establishment of such Extended Term Loans); and (iv) Extended Term Loans may have mandatory prepayment terms which provide for the application of proceeds from mandatory prepayment events to be made first to prepay the Term Loans under the Existing Term Loan Tranche from which such Extended Term Loans have been converted before applying any such proceeds to prepay such Extended Term Loans; (v) Extended Term Loans may have optional prepayment terms (including call protection and terms which allow Term Loans under the relevant Existing Term Loan Tranche from which such Extended Term Loans have been converted to be optionally prepaid prior to the prepayment of such Extended Term Loansprotection) as may be agreed by Lead the Borrower and the Lenders thereof; provided, however, that (A) no Event of Default shall have occurred and be continuing at the time a Term Loan Extension Request is delivered to Lenders, (B) in no event shall the Maturity Date of any Extended Term Loans of a given Extension Series at the time of establishment thereof be earlier than the then Latest Maturity Date of any other Loans then outstanding hereunder, (C) the Weighted Average Life to Maturity of any Extended Term Loans of a given Extension Series at the time of establishment thereof shall be no shorter than the remaining Weighted Average Life to Maturity of any other Existing Term Loan Tranche (as originally in effect prior to any amortization or prepayments thereto) and (viD) any such Extended Term Loans may have other (and the Liens securing the same) shall be permitted by the terms (other than those described in the preceding clause (i) through (v)) that differ from those of the Existing Term Loan Tranche, ABL Credit Agreement and the Intercreditor Agreement (in each case, taken as a whole, that are not materially more favorable to the Lenders providing such Extended Term Loans than extent the provisions applicable to ABL Credit Agreement and the Existing Term Loan Tranche or as Intercreditor Agreement are otherwise reasonably satisfactory to the Administrative Agentthen in effect). Any Extended Term Loans converted amended pursuant to any Extension Request shall be designated a series (each, an “Extension Series”) of Extended Term Loans for all purposes of this Agreement; provided that, subject to the requirements set forth above, that any Extended Term Loans converted amended from an Existing Term Loan Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Extension Series with respect to such Existing Term Loan Tranche (in which case scheduled amortization with respect thereto shall be proportionately increased). Each Extension Series of Extended Term LoansLoans incurred under this Section 2.16 shall be in an aggregate principal amount that is not less than $50,000,000 and the Borrower may impose an Extension Minimum Condition with respect to any Extension Request, which may be waived by the Borrower in its sole discretion.

Extended Term Loans. (a) Notwithstanding anything to the contrary in this Agreement, subject to the terms of this Section 2.14, Lead Borrower The Borrowers may at any time and from time to time request that all or a portion of any Tranche of the Term Loans of any Class (each, an “Existing Term Loan TrancheClass”), ) be converted to extend the scheduled maturity date(s) of any payment or payments of principal (including at final maturity) with respect to all or any portion of such Existing Term Loan Tranche Loans (any such Term Loans which have been so converted, “Extended Term Loans”) and to provide for other terms consistent with this Section 2.142.12. In order to establish any Extended Term Loans, Lead Borrower the Borrowers shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Term Loan TrancheClass) (each, an “Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established, which shall (x) be identical as offered in all material respects to each Lender the Term Loans under the relevant Existing Term Loan Tranche (including as to the proposed interest rates and fees payable) and (y) have the same terms as the Existing Term Loan Tranche Class from which such Extended Term Loans are to be converted, converted except that: that (i) all or any of the scheduled amortization payments of principal and payment at maturity of the Extended Term Loans may be delayed to later dates than the scheduled amortization payments of principal and payment at maturity of the Term Loans of such Existing Term Loan Tranche Class to the extent provided in the applicable Extension Amendment; Request, (ii) the Effective Yield interest rate and fee provisions with respect to the Extended Term Loans (whether in the form of interest rate margin, upfront fees, original issue discount or otherwise) may be different than the Effective Yield for from those applicable to the Term Loans of such Existing Term Loan Tranche; Class, in each case, to the extent provided in the applicable Extension Request, and (iii) the Extension Amendment Request may provide for other covenants and terms (x) that apply solely to any period after the Latest Maturity Date that at the time such Indebtedness is in effect on incurred or after approval thereof by the effective date of the applicable Extension Amendment Majority Lenders or (immediately prior to the establishment of such Extended Term Loans); (iv) Extended Term Loans may have mandatory prepayment terms which provide for the application of proceeds from mandatory prepayment events to be made first to prepay the Term Loans under the Existing Term Loan Tranche from which such Extended Term Loans have been converted before applying any such proceeds to prepay such Extended Term Loans; (v) Extended Term Loans may have optional prepayment terms (including call protection and terms which allow Term Loans under the relevant Existing Term Loan Tranche from which such Extended Term Loans have been converted to be optionally prepaid prior to the prepayment of such Extended Term Loans) as may be agreed by Lead Borrower and the Lenders thereof and (vi) such Extended Term Loans may have other terms (other than those described in the preceding clause (i) through (v)y) that differ from those of the Existing Term Loan Tranche, in each case, taken as a whole, that are not materially more less favorable to the Lenders providing such holders of the Extended Term Loans than the provisions covenants and terms applicable to the Existing Term Loan Tranche or as are otherwise reasonably satisfactory Class. The Borrowers shall provide the applicable Extension Request at least three (3) Business Days prior to the Administrative Agentdate on which Lenders are requested to respond. Any No Lender shall have any obligation to agree to have any of its Term Loans of any Existing Class converted into Extended Term Loans converted pursuant to any Extension Request. Any Lender (an “Extending Term Lender”) wishing to have all or a portion of its Term Loans of the applicable Existing Class subject to such Extension Request converted into Extended Term Loans shall notify the Administrative Agent in writing (an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Term Loans of the applicable Existing Class which it has elected to request be converted into Extended Term Loans (subject to any minimum denomination requirements reasonably imposed by the Administrative Agent). In the event that the aggregate amount of Term Loans of the applicable Existing Class subject to Extension Elections exceeds the amount of Extended Term Loans requested pursuant to the Extension Request, Term Loans of the applicable Existing Class subject to Extension Elections shall be designated converted to Extended Term Loans on a series pro rata basis based on the amount of Term Loans of the applicable Existing Class included in each such Extension Election. If Extended Term Loans are established, remaining amortization payments on the Existing Class of Term Loans shall be correspondingly reduced. The final terms of the Extended Term Loans (eachwhich shall be consistent with the Extension Request) and the allocations of the Extended Term Loans among the Extending Term Lenders shall be as set forth in the applicable Extension Amendment entered into by the Borrowers, the Administrative Agent and the Extending Term Lenders. The Extended Term Loans established pursuant to a single Extension Amendment shall, unless specified to be an increase in a previously established Class of Term Loans constitute a separate Class (an “Extension Series”) of Extended Term Loans for all purposes of this Agreement; provided that, subject to the requirements set forth above, any Extended Term Loans converted from an Existing Term Loan Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Tranche of Term Loans.

Extended Term Loans. (a) Notwithstanding anything to the contrary in this Agreement, subject to the terms of this Section 2.14, Lead Borrower may at any time and from time to time request that all or a portion of any Tranche of Term Loans (each, an “Existing Term Loan Tranche”), be converted to extend the scheduled maturity date(s) of any payment of principal with respect to all or any portion of such Existing Term Loan Tranche (any such Term Loans which have been so converted, “Extended Term Loans”) and to provide for other terms consistent with this Section 2.14. In order to establish any Extended Term Loans, Lead Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under of the applicable Existing Term Loan TrancheClass) (each, an a “Term Loan Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established, which shall (x) be identical as offered to each Lender under the relevant Existing Term Loan Tranche (including as to the proposed interest rates and fees payable) and (y) have the same terms as Term Loans of the Existing Term Loan Tranche Class from which such Extended Term Loans they are to be converted, converted except that: (ix) the scheduled final maturity date shall be extended and all or any of the scheduled amortization payments of principal of the Extended Term Loans may be delayed to later dates than the scheduled amortization payments of principal of the Term Loans of such Existing Term Loan Tranche Class (with any such delay resulting in a corresponding adjustment to the extent provided scheduled amortization payments reflected in Section 2.5 or in the applicable Extension Amendment; Joinder Agreement, as the case may be, with respect to the Existing Term Loan Class from which such Extended Term Loans were converted, in each case as more particularly set forth in paragraph (iiiv) of this Section 2.14(f) below) and (y) (A) the Effective Yield interest margins with respect to the Extended Term Loans (whether in the form of interest rate margin, upfront fees, original issue discount or otherwise) may be different higher or lower than the Effective Yield interest margins for the Term Loans of such Existing Term Loan Tranche; Class and/or (iiiB) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the applicable Extension Amendment (immediately prior to the establishment of such Extended Term Loans); (iv) Extended Term Loans may have mandatory prepayment terms which provide for the application of proceeds from mandatory prepayment events to be made first to prepay the Term Loans under the Existing Term Loan Tranche from which such Extended Term Loans have been converted before applying any such proceeds to prepay such Extended Term Loans; (v) Extended Term Loans may have optional prepayment terms (including call protection and terms which allow Term Loans under the relevant Existing Term Loan Tranche from which such Extended Term Loans have been converted to be optionally prepaid prior to the prepayment of such Extended Term Loans) as additional fees may be agreed by Lead Borrower and the Lenders thereof and (vi) such Extended Term Loans may have other terms (other than those described in the preceding clause (i) through (v)) that differ from those of the Existing Term Loan Tranche, in each case, taken as a whole, that are not materially more favorable payable to the Lenders providing such Extended Term Loans than in addition to or in lieu of any increased margins contemplated by the provisions applicable to the Existing Term Loan Tranche or as are otherwise reasonably satisfactory to the Administrative Agent. Any Extended Term Loans converted pursuant to any Extension Request shall be designated a series preceding clause (eachA), an “Extension Series”) of Extended Term Loans for all purposes of this Agreement; provided that, subject to the requirements set forth above, any Extended Term Loans converted from an Existing Term Loan Tranche mayin each case, to the extent provided in the applicable Extension Amendment, be designated as an increase in . No Lender shall have any previously established Tranche obligation to agree to have any of its Term Loans of any Existing Term Loan Class converted into Extended Term Loans pursuant to any Extension Request. Any Extended Term Loans of any Extension Series shall constitute a separate Class of Term LoansLoans from the Existing Term Loan Class from which they were converted.

Extended Term Loans. (a) Notwithstanding anything to the contrary in this Agreement, subject to the terms of this Section 2.14, Lead the Borrower may at any time and from time to time request that all or a portion of any Tranche of Term Loans (each, an “Existing Term Loan Tranche”), be converted to extend the scheduled maturity date(s) of any payment of principal with respect to all or any portion of the principal amount of such Existing Term Loan Tranche Loans (any such Term Loans which have been so converted, “Extended Term Loans”) and to provide for other terms consistent with this Section 2.14. In order to establish any Extended Term Loans, Lead the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Term Loan Tranche) (each, an “Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established, which shall (x) be identical as offered to each Lender under the relevant Existing Term Loan Tranche (including as to the proposed interest rates and fees payable) and (y) have be identical to the same terms as Term Loans under the relevant Existing Term Loan Tranche from which such Extended Term Loans are to be converted, except that: (i) all or any of the scheduled amortization payments of principal of the Extended Term Loans may be delayed to later dates than the scheduled amortization payments of principal of the Term Loans of such Existing Term Loan Tranche to the extent provided in the applicable Extension Amendment; (ii) the Effective Yield with respect to the Extended Term Loans (whether in the form of interest rate margin, upfront fees, original issue discount or otherwise) may be different than the Effective Yield for the Term Loans of such Existing Term Loan TrancheTranche to the extent provided in the applicable Extension Amendment; (iii) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the applicable Extension Amendment (immediately prior to the establishment of such Extended Term Loans); (iv) Extended Term Loans may have mandatory prepayment terms which provide for the application of proceeds from mandatory prepayment events to be made first to prepay the Term Loans under the Existing Term Loan Tranche from which such Extended Term Loans have been converted before applying any such proceeds to prepay such Extended Term Loans; (v) Extended Term Loans may have optional prepayment terms (including call protection and terms which allow Term Loans under the relevant Existing Term Loan Tranche from which such Extended Term Loans have been converted to be optionally prepaid prior to the prepayment of such Extended Term Loans) as may be agreed by Lead the Borrower and the Lenders thereof thereof; and (vi) such Extended Term Loans may have other terms (other than those described in the preceding clause clauses (i) through (v)) that differ from those of the Existing Term Loan Tranche, in each case, taken as a whole, that are not materially more favorable to the Lenders providing such Extended Term Loans than the provisions applicable to the Existing Term Loan Tranche or as are otherwise reasonably satisfactory to the Administrative Agent. Any Extended Term Loans converted pursuant to any Extension Request shall be designated a series (each, an “Extension Series”) of Extended Term Loans for all purposes of this Agreement; provided that, subject to the requirements set forth above, above any Extended Term Loans converted from an Existing Term Loan Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Tranche of Term Loans.

Extended Term Loans. (a) Notwithstanding anything to the contrary in this Agreement, subject to the terms of this Section 2.14, Lead The Borrower may at any time and from time to time request that all or a portion of any Tranche of the Term Loans of a given Class (each, an “Existing Term Loan TrancheFacility”), ) be converted to extend the scheduled maturity date(s) of any payment of principal with respect to all or any a portion of any principal amount of such Existing Term Loan Tranche Loans (any such Term Loans which have been so converted, “Extended Term Loans”) and to provide for other terms consistent with this Section 2.142.17. In order to establish any Extended Term Loans, Lead the Borrower shall provide a notice an Extension Request to the Administrative Agent (who shall provide a copy of such notice to each of the relevant Lenders under the applicable Existing Term Loan Tranche) Facility in respect of which such request is being made (eachor, an “Extension Request”at the option of the Borrower, to the Administrative Agent, who shall provide a copy to such Lenders) setting forth the proposed terms of the Extended Term Loans to be established, which shall (x) be identical as offered to each Lender under agreed among the relevant Existing Term Loan Tranche (including as to Borrower and the proposed interest rates and fees payable) and (y) have the same terms as the Existing Term Loan Tranche from which Lenders providing such Extended Term Loans are to be convertedLoans, except it being understood that: (i) all or any of the scheduled amortization payments of principal principal, if any, and/or scheduled final maturity date of the Extended Term Loans may shall be delayed to later dates than the scheduled amortization payments of principal of the Term Loans of such Existing Term Loan Tranche to the extent provided as set forth in the applicable Extension Amendment; , subject to the provisos below, (ii) the Effective All-In Yield with respect to the Extended Term Loans (whether in the form of interest rate margin, upfront fees, original issue discount funding discounts, OID, prepayment premiums or otherwise) may be different than the Effective All-In Yield for the Term Loans of such Existing Term Loan Tranche; Facility, in each case, to the extent provided in the applicable Extension Amendment, (iii) the Extension Amendment may provide for other covenants [reserved], and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the applicable Extension Amendment (immediately prior to the establishment of such Extended Term Loans); (iv) Extended Term Loans may have mandatory prepayment terms which provide for the application of proceeds from mandatory prepayment events to be made first to prepay the Term Loans under the Existing Term Loan Tranche from which such Extended Term Loans have been converted before applying any such proceeds to prepay such Extended Term Loans; (v) Extended Term Loans may have optional prepayment terms (including call protection and prepayment premiums) and mandatory repayment terms which allow Term Loans under the relevant Existing Term Loan Tranche from which such Extended Term Loans have been converted (other than as to be optionally prepaid prior to the prepayment of such Extended Term Loansscheduled amortization and final maturity date) as may be agreed by Lead the Borrower and the Lenders thereof and (vi) such thereof; provided that no Extended Term Loans may have other terms participate on a greater than pro rata basis in any mandatory prepayment with any then existing Class of Term Loans (other than those described scheduled amortization and in the preceding clause case of a prepayment under Section 2.05(b)(iii)(B)); provided, further, that (iA) through (v)) that differ from those in no event shall the final maturity date of any Extended Term Loans of a given Term Loan Extension Series at the time of establishment thereof be earlier than the final maturity of the Existing Term Loan Tranche, in each case, taken as a whole, that are not materially more favorable Facility being extended and (B) the scheduled amortization applicable to the Lenders providing such Extended Term Loans than shall not exceed (or occur on different dates than) the provisions scheduled amortization (exclusive of payments required at maturity) which previously applied to the Term Loans that are being extended (which regular amortization in the same amounts (or lesser amounts, if agreed by the applicable to Extending Term Lenders) may continue after the final maturity of the Existing Term Loan Tranche or as are otherwise reasonably satisfactory Facility being extended) at any time prior to the Administrative Agentfinal maturity of the Existing Term Loan Facility being extended. Any Class of Extended Term Loans converted pursuant to any Extension Request shall be designated a series (each, an a “Term Loan Extension Series”) of Extended Term Loans for all purposes of this Agreement; provided that, subject to the requirements set forth above, that any Extended Term Loans converted from an Existing Term Loan Tranche Facility may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Tranche Term Loan Extension Series with respect to such Existing Term Loan Facility (in which case scheduled amortization with respect thereto shall be proportionally increased). Each Term Loan Extension Series of Extended Term Loans incurred under this Section 2.17 shall be in an aggregate principal amount that is not less than $5,000,000 (or, in the case of any Class of Term Loans with an entire outstanding principal amount of less than $5,000,000 that is to be extended in full, such outstanding principal amount) (unless such extension is made pursuant to clause (e) below) and the Borrower may impose an Extension Minimum Condition with respect to any Extension Request for Extended Term Loans, which may be waived by the Borrower in its sole discretion.

Extended Term Loans. (a) Notwithstanding anything to the contrary in this Agreement, subject to the terms of this Section 2.14, Lead The Borrower may at any time and from time to time request that all or a portion of any Tranche of the Term Loans under any Facility (each, an “Existing Term Loan TrancheFacility”), ) be converted to extend the scheduled maturity date(s) of any payment of principal with respect to all or any a portion of any principal amount of such Existing Term Loan Tranche Loans (any such Term Loans which have been so converted, “Extended Term Loans”) and to provide for other terms consistent with this Section 2.142.16. In order to establish any Extended Term Loans, Lead the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Term Loan TrancheFacility) (each, an “Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established, established which shall (x) be identical as offered to each Lender under the relevant Existing Term Loan Tranche (including as to the proposed interest rates and fees payable) and (y) have the same terms as the Existing Class of Term Loan Tranche Loans from which such Extended Term Loans are to be converted, converted except that: (i) all or any of the scheduled amortization payments of principal of the Extended Term Loans may be delayed to later dates than the scheduled amortization payments of principal of the Class of Term Loans of such Existing Term Loan Tranche being converted to the extent provided in the applicable Term Loan Extension Amendment; (ii) the Effective Yield interest margins with respect to the Extended Term Loans (whether in the form of interest rate margin, upfront fees, original issue discount or otherwise) may be different than the Effective Yield interest margins for the Class of Term Loans of such Existing being converted and upfront fees may be paid to the Extending Term Lenders, in each case, to the extent provided in the applicable Term Loan TrancheExtension Amendment; (iii) the Term Loan Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is latest final maturity of all Classes of Term Loans and Revolving Commitments in effect on the effective date of the applicable Term Loan Extension Amendment (immediately prior to the establishment of such Extended Term Loans); (iv) and no Extended Term Loans may have mandatory prepayment terms which provide for the application of proceeds from mandatory prepayment events to be made first to prepay the Term Loans under the Existing Term Loan Tranche from which such Extended Term Loans have been converted before applying any such proceeds to prepay such Extended Term Loans; (v) Extended Term Loans may have optional prepayment terms (including call protection and terms which allow Term Loans under the relevant Existing Term Loan Tranche from which such Extended Term Loans have been converted to be optionally prepaid prior to the date on which the Term Loans under the Class from which they were converted are repaid in full unless such optional prepayment is accompanied by a pro rata optional prepayment of such Extended Term Loans) as may be agreed by Lead Borrower and the Lenders thereof and (vi) such Extended Term Loans may have other terms (other than those described in the preceding clause (i) through (v)) under such Class that differ from those of the Existing Term Loan Tranche, in each case, taken as a whole, that are were not materially more favorable to the Lenders providing such Extended Term Loans than the provisions applicable to the Existing Term Loan Tranche or as are otherwise reasonably satisfactory to the Administrative Agentconverted. Any Extended Term Loans converted pursuant to any Extension Request shall be designated a series (each, an “Extension Series”) Class of Extended Term Loans for all purposes of this Agreement; provided that, subject to the requirements set forth above, that any Extended Term Loans converted from an Existing Term Loan Tranche may, to the extent provided in the applicable Term Loan Extension Amendment, be designated as an increase in any previously established Tranche Class of Extended Term Loans. The Borrower shall provide the applicable Extension Request to all Lenders of such Class that is subject to the Extension Request at least five (5) Business Days prior to the date on which Lenders under such Class being converted are requested to respond. No Lender shall have any obligation to agree to have any of its Term Loans of such class converted into Extended Term Loans pursuant to any Extension Request. Any Lender (an “Extending Term Lender”) wishing to have all or a portion of its Term Loans under such Class being converted into Extended Term Loans shall notify the Administrative Agent (an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Term Loans of such Class which it has elected to request be converted into Extended Term Loans (subject to any minimum denomination requirements reasonably imposed by the Administrative Agent). In the event that the aggregate amount of Term LoansLoans under such Class being converted exceeds the amount of Extended Term Loans requested pursuant to the Extension Request, Term Loans subject to Extension Elections shall be converted to Extended Term Loans on a pro rata basis based on the amount of Term Loans included in each such Extension Election. Extended Term Loans shall be established pursuant to an amendment (a “Term Loan Extension Amendment”) to this Agreement among the Borrower, the Administrative Agent and each Extending Term Lender providing an Extended Term Loan thereunder which shall be consistent with the provisions set forth in paragraph (a) above (but which shall not require the consent of any other Lender). Each Term Loan Extension Amendment shall be binding on the Lenders, the Loan Parties and the other parties hereto. In connection with any Term Loan Extension Amendment, the Loan Parties and the Collateral Agent shall enter into such amendments to the Collateral Documents as may be reasonably requested by the Collateral Agent (which shall not require any consent from any Lender) in order to ensure that the Extended Term Loans are provided with the benefit of the applicable Collateral Documents and shall deliver such other documents, certificates and opinions of counsel in connection therewith as may be requested by the Collateral Agent. This Section 2.16 shall supersede any provisions in Section 2.13 or 10.01 to the contrary.

Extended Term Loans. (a) Notwithstanding anything to the contrary in this Agreement, subject to the terms of this Section 2.142.26, Lead Borrower the Borrowers may at any time and from time to time when no Event of Default then exists request that all or a portion of any Tranche of Initial Term Loans or New Term Loans (each, an “Existing Term Loan Tranche” and “Existing New Term Loan Tranche”, respectively), together with any related outstandings, be converted to extend the scheduled maturity date(s) of any payment of principal with respect to all or any portion of the principal amount (and related outstandings) of such Existing Term Loan Tranche Loans, New Term Loans (any such Term Loans which have been so converted, “Extended Term Loans” and “Extended New Term Loans”, respectively) and to provide for other terms consistent with this Section 2.142.26. In order to establish any Extended Term Loans, Lead Borrower the Borrowers shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Term Loan Tranche) (each, an “Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established, which shall (x) be identical as offered to each Lender under the relevant Existing Term Loan Tranche (including as to other than the proposed interest rates and fees payable) and (y) have be identical to the same terms as Term Loans under the relevant Existing Term Loan Tranche from which such Extended Term Loans are to be converted, except that: (i) all or any of the scheduled amortization payments of principal of the Extended Term Loans may be delayed to later dates than the scheduled amortization payments of principal of the Term Loans of such Existing Term Loan Tranche Tranche, to the extent provided in the applicable Extension Amendment; (ii) the Effective Yield with respect to the Extended Term Loans (whether in the form of interest rate margin, upfront fees, original issue discount or otherwise) may be different than the Effective Yield for the Term Loans of such Existing Term Loan Tranche; (iii) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the applicable Extension Amendment (immediately prior to the establishment of such Extended Term Loans); (iviii) Extended Term Loans may have mandatory prepayment terms which provide for the application of proceeds from mandatory prepayment events to be made first to prepay the Term Loans under the relevant Existing Term Loan Tranche from which such Extended Term Loans have been converted before applying any such proceeds to prepay such Extended Extending Term Loans; and (viv) Extended Term Loans may have optional prepayment terms (including call protection and terms which allow Term Loans under the relevant Existing Term Loan Tranche from which such Extended Term Loans have been converted to be optionally prepaid prior to the prepayment of such Extended Term Loans) as may be agreed by Lead Borrower the Borrowers and the Lenders thereof and (vi) such thereof; provided that no Extended Term Loans may have other terms (other than those described in the preceding clause (i) through (v)) that differ from those of the Existing Term Loan Tranche, in each case, taken as a whole, that are not materially more favorable be optionally prepaid prior to the Lenders providing such Extended date on which all Term Loans than the provisions applicable to with an earlier final stated maturity (including Term Loans under the Existing Term Loan Tranche or as from which such Term Loans were converted) are otherwise reasonably satisfactory repaid in full, unless such optional prepayment is accompanied by a pro rata optional prepayment of such other Term Loans; provided, however, that (A) in no event shall the final maturity date of any Extended Loans of a given Extension Series at the time of establishment thereof be earlier than the then Latest Maturity Date of any other Term Loans hereunder and (B) the Weighted Average Life to Maturity of any Extended Loans of a given Extension Series at the Administrative Agenttime of establishment thereof shall be no shorter than the remaining Weighted Average Life to Maturity of any other Term Loans then outstanding. Any Extended Term Loans converted pursuant to any Extension Request shall be designated a series (each, an “Extension Series”) of Extended Term Loans Loans, as applicable, for all purposes of this Agreement; provided that, subject to the requirements set forth above, that any Extended Term Loans converted from an Existing Term Loan Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Tranche of Term LoansExtension Series with respect to such Existing Tranche.

Extended Term Loans. (a) Notwithstanding anything to the contrary in this Agreement, subject to the terms of this Section 2.14, Lead The Borrower may at any time and from time to time request that all or a portion of any Tranche of the Term Loans of a given Class (each, an “Existing Term Loan TrancheFacility”), ) be converted to extend the scheduled maturity date(s) of any payment of principal with respect to all or any a portion of any principal amount of such Existing Term Loan Tranche Loans (any such Term Loans which have been so converted, “Extended Term Loans”) and to provide for other terms consistent with this Section 2.142.17. In order to establish any Extended Term Loans, Lead the Borrower shall provide a notice an Extension Request to the Administrative Agent (who shall provide a copy of such notice to each of the relevant Lenders under the applicable Existing Term Loan Tranche) Facility in respect of which such request is being made (eachor, an “Extension Request”at the option of the Borrower, to the Administrative Agent, who shall provide a copy to such Lenders) setting forth the proposed terms of the Extended Term Loans to be established, which shall (x) be identical as offered to each Lender under agreed among the relevant Existing Term Loan Tranche (including as to Borrower and the proposed interest rates and fees payable) and (y) have the same terms as the Existing Term Loan Tranche from which Lenders providing such Extended Term Loans are to be convertedLoans, except it being understood that: (i) all or any of the scheduled amortization payments of principal principal, if any, and/or scheduled final maturity date of the Extended Term Loans may shall be delayed to later dates than the scheduled amortization payments of principal of the Term Loans of such Existing Term Loan Tranche to the extent provided as set forth in the applicable Extension Amendment; , subject to the provisos below, (ii) the Effective All-In Yield with respect to the Extended Term Loans (whether in the form of interest rate margin, upfront fees, original issue discount funding discounts, OID, prepayment premiums or otherwise) may be different than the Effective All-In Yield for the Term Loans of such Existing Term Loan Tranche; Facility, in each case, to the extent provided in the applicable Extension Amendment, (iii) the Extension Amendment may provide for other covenants [reserved], and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the applicable Extension Amendment (immediately prior to the establishment of such Extended Term Loans); (iv) Extended Term Loans may have mandatory prepayment terms which provide for the application of proceeds from mandatory prepayment events to be made first to prepay the Term Loans under the Existing Term Loan Tranche from which such Extended Term Loans have been converted before applying any such proceeds to prepay such Extended Term Loans; (v) Extended Term Loans may have optional prepayment terms (including call protection and prepayment premiums) and mandatory repayment terms which allow Term Loans under the relevant Existing Term Loan Tranche from which such Extended Term Loans have been converted (other than as to be optionally prepaid prior to the prepayment of such Extended Term Loansscheduled amortization and final maturity date) as may be agreed by Lead the Borrower and the Lenders thereof and (vi) such thereof; provided that no Extended Term Loans may have other terms participate on a greater than pro rata basis in any mandatory prepayment with any then existing Class of Term Loans (other than those described scheduled amortization and in the preceding clause case of a prepayment under Section 2.05(b)(iii)(B)); provided, further, that (iA) through (v)) that differ from those in no event shall the final maturity date of any Extended Term Loans of a given Term Loan Extension Series at the time of establishment thereof be earlier than the final maturity of the Existing Term Loan Tranche, in each case, taken as a whole, that are not materially more favorable Facility being extended and (B) the scheduled amortization applicable to the Lenders providing such Extended Term Loans than shall not exceed (or occur on different dates than) the provisions scheduled amortization (exclusive of payments required at maturity) which previously applied to the Term Loans that are being extended (which regular 141 amortization in the same amounts (or lesser amounts, if agreed by the applicable to Extending Term Lenders) may continue after the final maturity of the Existing Term Loan Tranche or as are otherwise reasonably satisfactory Facility being extended) at any time prior to the Administrative Agentfinal maturity of the Existing Term Loan Facility being extended. Any Class of Extended Term Loans converted pursuant to any Extension Request shall be designated a series (each, an a “Term Loan Extension Series”) of Extended Term Loans for all purposes of this Agreement; provided that, subject to the requirements set forth above, that any Extended Term Loans converted from an Existing Term Loan Tranche Facility may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Tranche Term Loan Extension Series with respect to such Existing Term Loan Facility (in which case scheduled amortization with respect thereto shall be proportionally increased). Each Term Loan Extension Series of Extended Term Loans incurred under this Section 2.17 shall be in an aggregate principal amount that is not less than $5,000,000 (or, in the case of any Class of Term Loans with an entire outstanding principal amount of less than $5,000,000 that is to be extended in full, such outstanding principal amount) (unless such extension is made pursuant to clause (e) below) and the Borrower may impose an Extension Minimum Condition with respect to any Extension Request for Extended Term Loans, which may be waived by the Borrower in its sole discretion.

Extended Term Loans. (ai) Notwithstanding anything to the contrary in this Agreement, subject to the terms of this Section 2.142.15, Lead the Borrower may at any time and from time to time when no Event of Default then exists request that all or a portion of the Initial Term Loans, the Extended Term Loans or any Tranche of Incremental Term Loans (each, an “Existing Initial Term Loan Tranche”,” “Existing Extended Term Loan Tranche” and “Existing Incremental Term Loan Tranche,” respectively), together with any related outstandings, be converted to extend the scheduled maturity date(s) of any payment of principal with respect to all or any portion of the principal amount (and related outstandings) of such Existing Initial Term Loan Tranche Loans, Extended Term Loans or Incremental Term Loans (any such Term Loans which have been so converted, “Extended Initial Term Loans”,” “Extended Existing Term Loans” and “Extended Incremental Term Loans,” respectively) and to provide for other terms consistent with this Section 2.142.15. In order to establish any Extended Term Loans, Lead the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Term Loan Tranche) (each, an “Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established, which shall (x) be identical as offered to each Lender under the relevant Existing Term Loan Tranche (including as to the proposed interest rates and fees payable) and (y) have be identical to the same terms as Term Loans under the relevant Existing Term Loan Tranche from which such Extended Term Loans are to be converted, except that: (ia) all or any of the scheduled amortization payments of principal of the Extended Term Loans may be delayed to later dates than the scheduled amortization payments of principal of the Term Loans of such Existing Term Loan Tranche to the extent provided in the applicable Extension Amendment; (iib) the Effective Yield with respect to the Extended Term Loans (whether in the form of interest rate margin, upfront fees, original issue discount or otherwise) may be different than the Effective Yield for the Term Loans of such Existing Term Loan TrancheTranche to the extent provided in the applicable Extension Amendment; (iiic) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the applicable Extension Amendment (immediately prior to the establishment of such Extended Term Loans); (ivd) Extended Term Loans may have mandatory prepayment terms which provide for the application of proceeds from mandatory prepayment events to be made first to prepay the Term Loans under the Existing Term Loan Tranche from which such Extended Term Loans have been converted before applying any such proceeds to prepay such Extended Extending Term Loans; and (ve) Extended Term Loans may have optional prepayment terms (including call protection and terms which allow Term Loans under the relevant Existing Term Loan Tranche from which such Extended Term Loans have been converted to be optionally prepaid prior to the prepayment of such Extended Term Loans) as may be agreed by Lead the Borrower and the Lenders thereof and (vi) such thereof; provided that no Extended Term Loans may have other terms (other than those described in the preceding clause (i) through (v)) that differ from those of the Existing Term Loan Tranche, in each case, taken as a whole, that are not materially more favorable be optionally prepaid prior to the Lenders providing such Extended date on which all Term Loans than the provisions applicable to with an earlier final stated maturity (including Term Loans under the Existing Term Loan Tranche or as from which such Term Loans were converted) are otherwise reasonably satisfactory repaid in full, unless such optional prepayment is accompanied by a pro rata optional prepayment of such other Term Loans; provided, however, that (i) in no event shall the final maturity date of any Extended Term Loans of a given Extension Series at the time of establishment thereof be earlier than the then Latest Maturity Date of any other Term Loans hereunder and (ii) the Weighted Average Life to Maturity of any Extended Term Loans of a given Extension Series at the Administrative Agenttime of establishment thereof shall be no shorter than the remaining Weighted Average Life to Maturity of any other Tranche of Term Loans then outstanding. Any Extended Term Loans converted pursuant to any Extension Request shall be designated a series (each, an “Extension Series”) of Extended Term Loans Loans, as applicable, for all purposes of this Agreement; provided that, subject to the requirements set forth above, that any Extended Term Loans converted from an Existing Term Loan Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Tranche of Extension Series with respect to such Existing Term LoansLoan Tranche.

Extended Term Loans. Future Extended Revolving Commitments, and Future Extended Revolving Loans shall be established pursuant to an amendment (aan “Extension Amendment”) to this Agreement (and notwithstanding anything to contrary set forth in Section 10.5, shall not require the consent of any Lender other than the Extending Lenders (and to the extent provided in the last sentence of Section 2.25(c), the Issuing Bank and Swing Line Lender) with respect to the Extended Term Loans, Future Extended Revolving Commitments and Future Extended Revolving Loans established thereby) executed by the Credit Parties, Administrative Agent and Extending Lenders. In addition to any terms and changes required or permitted by Sections 2.25(a) and (b), each Extension Amendment in respect of Extended Term Loans shall amend the scheduled amortization payments pursuant to Section 2.12 to the existing Term Loans from which the Extended Term Loans were converted to reduce each scheduled repayment for such existing Term Loans in the same proportion as the amount of such existing Term Loans is to be reduced pursuant to such Extension Amendment (it being understood that the amount of any repayment payable with respect to any Term Loan of any Lender of such existing Term Loan that is not an Extended Term Loan shall not be reduced as a result thereof). In connection with any Extension Amendment, Company shall deliver an opinion of counsel reasonably acceptable to Administrative Agent (i) as to the enforceability of such Extension Amendment, this Agreement as amended thereby, and such of the other Credit Documents (if any) as may be amended thereby (in the case of such other Credit Documents) and (ii) to the effect that such Extension Amendment, including without limitation, the Extended Term Loans, Future Extended Revolving Commitments and Future Extended Revolving Loans provided for therein, does not conflict with or violate the terms and provisions of Section 10.5 of this Agreement. (e) Notwithstanding anything to the contrary contained in this Agreement, subject on any date on which any existing Term Loan or Revolving Commitments are converted to extend the related scheduled maturity date(s) in accordance with paragraphs (a) or (b) above (an “Extension Date”), (i) in the case of the existing Term Loans of each Extending Lender, the aggregate principal amount of such existing Term Loans shall be deemed reduced by an amount equal to the terms aggregate principal amount of this Section 2.14Extended Term Loans so converted by such Lender on such date, Lead Borrower may at any time and from time to time request that all or the Extended Term Loans shall be established as a portion of any Tranche separate Class of Term Loans (each, an “Existing Term Loan Tranche”), be converted to extend the scheduled maturity date(s) of together with any payment of principal with respect to all or any portion of such Existing Term Loan Tranche (any such Term Loans which have been so converted, “Extended Term Loans”) and to provide for other terms consistent with this Section 2.14. In order to establish any Extended Term Loans, Lead Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Term Loan Tranche) (each, an “Extension Request”) setting forth the proposed terms of the Extended Term Loans to be establishedso established on such date), which shall (x) be identical as offered to each Lender under the relevant Existing Term Loan Tranche (including as to the proposed interest rates and fees payable) and (y) have the same terms as the Existing Term Loan Tranche from which such Extended Term Loans are to be converted, except that: (i) all or any of the scheduled amortization payments of principal of the Extended Term Loans may be delayed to later dates than the scheduled amortization payments of principal of the Term Loans of such Existing Term Loan Tranche to the extent provided in the applicable Extension Amendment; (ii) in the Effective Yield with respect case of the specified Existing Revolving Commitments of each Extending Lender, the aggregate principal amount of such specified Existing Revolving Commitments shall be deemed reduced by an amount equal to the aggregate principal amount of Future Extended Term Loans (whether in the form of interest rate marginRevolving Commitments so converted by such Lender on such date, upfront fees, original issue discount or otherwise) may and such Future Extended Revolving Commitments shall be different than the Effective Yield for the Term Loans of such Existing Term Loan Tranche; (iii) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the applicable Extension Amendment (immediately prior to the establishment of such Extended Term Loans); (iv) Extended Term Loans may have mandatory prepayment terms which provide for the application of proceeds from mandatory prepayment events to be made first to prepay the Term Loans under the Existing Term Loan Tranche from which such Extended Term Loans have been converted before applying any such proceeds to prepay such Extended Term Loans; (v) Extended Term Loans may have optional prepayment terms (including call protection and terms which allow Term Loans under the relevant Existing Term Loan Tranche from which such Extended Term Loans have been converted to be optionally prepaid prior to the prepayment of such Extended Term Loans) as may be agreed by Lead Borrower and the Lenders thereof and (vi) such Extended Term Loans may have other terms (other than those described in the preceding clause (i) through (v)) that differ from those of the Existing Term Loan Tranche, in each case, taken established as a whole, that are not materially more favorable to separate class of Revolving Commitments from the Lenders providing such Extended Term Loans than the provisions applicable to the Existing Term Loan Tranche or as are otherwise reasonably satisfactory to the Administrative Agent. Any Extended Term Loans converted pursuant to any Extension Request shall be designated a series (each, an “Extension Series”) of Extended Term Loans for all purposes of this Agreement; provided that, subject to the requirements set forth above, any Extended Term Loans converted from an Existing Term Loan Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Tranche of Term Loans.-118- 105376510

Extended Term Loans. (a) Notwithstanding anything to the contrary in this Agreement, subject to the terms of this Section 2.14, Lead The Borrower may at any time and from time to time request that all or a portion of any Tranche the Loans of Term Loans a given Class (each, an “Existing Term Loan Tranche”), ) be converted to extend the scheduled maturity date(s) of any payment of principal with respect to all or any a portion of any principal amount of such Existing Term Loan Tranche Loans (any such Term Loans which have been so converted, “Extended Term Loans”) and to provide for other terms consistent with this Section 2.142.16. In order to establish any Extended Term Loans, Lead the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Term Loan Tranche) (each, an “Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established, which shall (x) be identical as offered to each Lender under the relevant such Existing Term Loan Tranche (including as to the proposed interest rates and fees payable) and (y) have be identical to the same terms as Loans under the Existing Term Loan Tranche from which such Extended Term Loans are to be converted, except that: (i) all or any of the scheduled amortization payments of principal of the Extended Term Loans may be delayed to later dates than the scheduled amortization payments of principal of the Term Loans of such Existing Term Loan Tranche Tranche, to the extent provided in the applicable Extension Amendment; (ii) the Effective Yield with respect to the Extended Term Loans (whether in the form of interest rate margin, upfront fees, original issue discount or otherwise) may be different than the Effective Yield for the Term Loans of such Existing Term Loan Tranche, in each case, to the extent provided in the applicable Extension Amendment; provided that if at the time of the effectiveness of any Extension Amendment with respect any new Extended Term Loans, Extended Term Loans of another Extension Series remain outstanding, then if the Effective Yield in respect of such new Extended Term Loans shall at any time (over the life of such Extended Term Loans) exceed by more than 0.25% the Effective Yield on the Extended Term Loans pursuant to any other Extension Series then outstanding, the Applicable Rate applicable thereto shall be increased to the extent necessary so that at all times thereafter the Extended Term Loans of each existing Extension Series do not receive less than the Effective Yield with respect to such new Extended Term Loans less 0.25%; (iii) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the applicable Extension Amendment (immediately prior to the establishment of such Extended Term Loans); and (iv) Extended Term Loans may have mandatory prepayment terms which provide for the application of proceeds from mandatory prepayment events to be made first to prepay the Term Loans under the Existing Term Loan Tranche from which such Extended Term Loans have been converted before applying any such proceeds to prepay such Extended Term Loans; (v) Extended Term Loans may have optional prepayment terms (including call protection protection) as may be agreed by the Borrower and terms the Lenders thereof; provided that no Extended Term Loans may be optionally prepaid prior to the date on which allow Term all Loans with an earlier final stated maturity (including Loans under the relevant Existing Term Loan Tranche from which they were converted) are repaid in full, unless such optional prepayment is accompanied by a pro rata optional prepayment of such other Loans; provided, however, that (A) in no event shall the final maturity date of any Extended Term Loans of a given Extension Series at the time of establishment thereof be earlier than the then Latest Maturity Date of any other Loans hereunder, (B) the Weighted Average Life to Maturity of any Extended Term Loans of a given Extension Series at the time of establishment thereof shall be no shorter than the remaining Weighted Average Life to Maturity of any other Loans then outstanding and (C) any such Extended Term Loans have been converted to be optionally prepaid prior to the prepayment of such Extended Term Loans) as may be agreed by Lead Borrower (and the Lenders thereof and (viLiens securing the same) such Extended Term Loans may have other shall be permitted by the terms (other than those described in the preceding clause (i) through (v)) that differ from those of the Existing Term Loan Tranche, ABL Credit Agreement and the Intercreditor Agreement (in each case, taken as a whole, that are not materially more favorable to the Lenders providing such Extended Term Loans than extent the provisions applicable to ABL Credit Agreement and the Existing Term Loan Tranche or as Intercreditor Agreement are otherwise reasonably satisfactory to the Administrative Agentthen in effect). Any Extended Term Loans converted pursuant to any Extension Request shall be designated a series (each, an “Extension Series”) of Extended Term Loans for all purposes of this Agreement; provided that, subject to the requirements set forth above, that any Extended Term Loans converted from an Existing Term Loan Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Tranche Extension Series with respect to such Existing Term Loan Tranche. Each Extension Series of Extended Term LoansLoans incurred under this Section 2.16 shall be in an aggregate principal amount that is not less than $50,000,000.

Extended Term Loans. (a) Notwithstanding anything to the contrary in this Agreement, subject to the terms of this Section 2.14, Lead The Borrower may at any time and from time to time request that all or a portion of any Tranche of the Term Loans of a given Class (each, an “Existing Term Loan TrancheFacility”), ) be converted to extend the scheduled maturity date(s) of any payment of principal with respect to all or any a portion of any principal amount of such Existing Term Loan Tranche Loans (any such Term Loans which have been so converted, “Extended Term Loans”) and to provide for other terms consistent with this Section 2.142.17. In order to establish any Extended Term Loans, Lead the Borrower shall provide a notice an Extension Request to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Term Loan Tranche) (each, an “Extension Request”Facility) setting forth the proposed terms of the Extended Term Loans to be established, which shall (x) be identical as offered to each Lender under the relevant such applicable Existing Term Loan Tranche Facility (including as to the proposed interest rates and fees payable, but excluding any arrangement, structuring or other similar fees payable in connection therewith that are not generally shared with the relevant Lenders) and offered to each Lender under such Existing Term Loan Facility in accordance with its Pro Rata Share with respect thereto and (y) have be identical to the same terms as Term Loans under the Existing Term Loan Tranche Facility from which such Extended Term Loans are to be converted, except that: (i) all or any of the scheduled amortization payments of principal principal, if any, and/or scheduled final maturity date of the Extended Term Loans may shall be delayed to later dates than the scheduled amortization payments of principal of the Term Loans of such Existing Term Loan Tranche to the extent provided as set forth in the applicable Extension Amendment; , subject to the provisos below, (ii) the Effective All-In Yield with respect to the Extended Term Loans (whether in the form of interest rate margin, upfront fees, original issue discount funding discounts, OID, prepayment premiums or otherwise) may be different than the Effective All-In Yield for the Term Loans of such Existing Term Loan Tranche; Facility, in each case, to the extent provided in the applicable Extension Amendment, (iii) the applicable Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the applicable Extension Amendment (immediately prior to the establishment of such Extended Term Loans); Date, and (iv) Extended Term Loans may have mandatory prepayment terms which provide for the application of proceeds from mandatory prepayment events to be made first to prepay the Term Loans under the Existing Term Loan Tranche from which such Extended Term Loans have been converted before applying any such proceeds to prepay such Extended Term Loans; (v) Extended Term Loans may have optional prepayment terms (including call protection and prepayment premiums) and mandatory repayment terms which allow Term Loans under the relevant Existing Term Loan Tranche from which such Extended Term Loans have been converted (other than as to be optionally prepaid prior to the prepayment of such Extended Term Loansscheduled amortization and final maturity date) as may be agreed by Lead the Borrower and the Lenders thereof and (vi) such thereof; provided that no Extended Term Loans may have other terms participate on a greater than pro rata basis in any mandatory prepayment with any then existing Class of Term Loans (other than those described scheduled amortization and in the preceding clause case of a prepayment under Section 2.05(b)(iii)(B)); provided, further, that (iA) through (v)) that differ from those in no event shall the final maturity date of any Extended Term Loans of a given Term Loan Extension Series at the time of establishment thereof be earlier than the final maturity of the Existing Term Loan Tranche, in each case, taken as a whole, that are not materially more favorable Facility being extended and (B) scheduled amortization applicable to the Lenders providing such Extended Term Loans than shall not exceed (or occur on different dates than) the provisions scheduled amortization (exclusive of payments required at maturity) which previously applied to the Term Loans that are being extended (which regular amortization in the same amounts (or lesser amounts, if agreed by the applicable to Extending Term Lenders) may continue after the final maturity of the Existing Term Loan Tranche or as are otherwise reasonably satisfactory Facility being extended) at any time prior to the Administrative Agentfinal maturity of the Existing Term Loan Facility being extended. Any Class of Extended Term Loans converted pursuant to any Extension Request shall be designated a series (each, an a “Term Loan Extension Series”) of Extended Term Loans for all purposes of this Agreement; provided that, subject to the requirements set forth above, that any Extended Term Loans converted from an Existing Term Loan Tranche Facility may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Tranche Term Loan Extension Series with respect to such Existing Term Loan Facility (in which case scheduled amortization with respect thereto shall be proportionally increased). Each Term Loan Extension Series of Extended Term Loans incurred under this Section 2.17 shall be in an aggregate principal amount that is not less than C$5,000,000 (or, in the case of any Class of Term Loans with an entire outstanding principal amount of less than C$5,000,000 that is to be extended in full, such outstanding principal amount) (unless such extension is made pursuant to clause (e) below) and the Borrower may impose an Extension Minimum Condition with respect to any Extension Request for Extended Term Loans., which may be waived by the Borrower in its sole discretion. 111

Extended Term Loans. (a) Notwithstanding anything to the contrary in this Agreement, subject to the terms of this Section 2.14, Lead The Borrower may at any time and from time to time request that all or a portion of any Tranche of the Term Loans of a given Class (each, an “Existing Term Loan Tranche”), ) be converted to extend the scheduled maturity date(s) of any payment of principal with respect to all or any a portion of any principal amount of such Existing Term Loan Tranche Loans (any such Term Loans which have been so converted, “Extended Term Loans”) and to provide for other terms consistent with this Section 2.142.16. In order to establish any Extended Term Loans, Lead the Borrower shall provide a notice an Extension Request to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Term Loan Tranche) (each, an “Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established, which shall (x) be identical as offered to each Lender under the relevant such applicable Existing Term Loan Tranche (including as and offered pro rata to the proposed interest rates and fees payable) each Lender under such Existing Term Loan Tranche and (y) have be identical to the same terms as Term Loans under the Existing Term Loan Tranche from which such Extended Term Loans are to be converted, except that: (i) all or any of the scheduled amortization payments of principal principal, if any, and/or scheduled final maturity date of the Extended Term Loans may shall be delayed to later dates than the scheduled amortization payments of principal of the Term Loans of such Existing Term Loan Tranche to the extent provided as set forth in the applicable Term Loan Extension Amendment; , subject to the provisos below, (ii) the Effective Yield fees and interest rates with respect to the Extended Term Loans (whether in the form of interest rate margin, upfront fees, original issue discount or otherwise) may be different than the Effective Yield fees and interest rates for the Term Loans of such Existing Term Loan Tranche; , in each case, to the extent provided in the applicable Term Loan Extension Amendment, (iii) the Term Loan Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the applicable Term Loan Extension Amendment (immediately prior to the establishment of such Extended Term Loans); and (iv) Extended Term Loans may have mandatory prepayment terms which provide for the application of proceeds from mandatory prepayment events to be made first to prepay the Term Loans under the Existing Term Loan Tranche from which such Extended Term Loans have been converted before applying any such proceeds to prepay such Extended Term Loans; (v) Extended Term Loans may have optional prepayment terms (including call protection and prepayment premiums) and mandatory repayment terms which allow Term Loans under the relevant Existing Term Loan Tranche from which such Extended Term Loans have been converted (other than as to be optionally prepaid prior to the prepayment of such Extended Term Loansscheduled amortization and final maturity date) as may be agreed by Lead the Borrower and the Lenders thereof and (vi) such thereof; provided that in no event shall the final maturity date of any Extended Term Loans may have other terms (other of a given Term Loan Extension Series at the time of establishment thereof be earlier than those described in the preceding clause (i) through (v)) that differ from those Maturity Date of the Existing Term Loan Tranche, in each case, taken as a whole, that are not materially more favorable to the Lenders providing such Extended Term Loans than the provisions applicable to the Existing Term Loan Tranche or as are otherwise reasonably satisfactory to the Administrative Agentbeing extended. Any Class of Extended Term Loans converted pursuant to any Extension Request shall be designated a series (each, an a “Term Loan Extension Series”) of Extended Term Loans for all purposes of this Agreement; provided that, subject to the requirements set forth above, that any Extended Term Loans converted from an Existing Term Loan Tranche may, to the extent provided in the applicable Term Loan Extension Amendment, be designated as an increase in any previously established Tranche Class of Term LoansLoans (in which case scheduled amortization with respect thereto shall be proportionally increased).

Extended Term Loans. (a) Notwithstanding anything to the contrary in this Agreement, subject to the terms of this Section 2.14, Lead The Borrower may at any time and from time to time request that all or a portion of any Tranche the Loans of Term Loans a given Class (each, an “Existing Term Loan Tranche”), ) be converted amended to extend the scheduled maturity date(s) of any payment of principal with respect to all or any a portion of any principal amount of such Existing Term Loan Tranche Loans (any such Term Loans which have been so convertedamended, “Extended Term Loans”) and to provide for other terms consistent with this Section 2.142.16. In order to establish any Extended Term Loans, Lead the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Term Loan Tranche) (each, an “Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established, which shall (x) be identical as offered to each Lender under the relevant such Existing Term Loan Tranche (including as to the proposed interest rates and fees payable, but excluding any arrangement, structuring or other fees payable in connection therewith that are not generally shared with all relevant Lenders) and offered pro rata to each Lender under such Existing Term Loan Tranche and (y) have be identical to the same Loans undereither, at the option of the Borrower, (A) reflect market terms and conditions (taken as a whole) at the time of incurrence or issuance (as determined in good faith by the Borrower) or (B) if not consistent with the terms of the applicable Existing Term Loan Tranche from to which such amended Extended Term Loans are to be convertedrelate, except that: (i), shall not be materially more restrictive to the Loan Parties (as determined in good faith by the Borrower), when taken as a whole, than the terms of the Term Loans of the Existing Term Loan Tranche unless (x) the Lenders of the Term Loans of such applicable Existing Term Loan Tranche receive the benefit of such more restrictive terms or (y) any such provisions only apply after the Maturity Date of the 2020 Refinancing Term B Loans; provided, however, that (1) the scheduled final maturity date shall be extended and all or any of the scheduled amortization payments of principal of the Extended Term Loans may be delayed to later dates than the scheduled amortization payments of principal of the Term Loans of such Existing Term Loan Tranche Tranche, to the extent provided in the applicable (with any such delay resulting in a corresponding adjustment to the scheduled amortization payments reflected in Section 2.07 or in the Extension Amendment; (ii) ), as the Effective Yield Yieldcase may be, with respect to the Extended Term Loans (whether in the form of interest rate margin, upfront fees, original issue discount or otherwise) may be different than the Effective Yield for the Term Loans of such Existing Term Loan Tranche, in each case, to the extent provided in the applicable Extension Amendment ; (iii) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the applicable Extension Amendment (immediately prior to the establishment of such Extended Term Loans); and (iv) Extended Term Loans may have mandatory prepayment terms which provide for the application of proceeds from mandatory prepayment events to be made first to prepay the Term Loans under the Existing Term Loan Tranche from which such Extended Term Loans have been converted before applying any such proceeds to prepay such Extended Term Loans; (v) Extended Term Loans may have optional prepayment terms (including call protection and terms which allow Term Loans under the relevant Existing Term Loan Tranche from which such Extended Term Loans have been converted to be optionally prepaid prior to the prepayment of such Extended Term Loansprotection) as may be agreed by Lead the Borrower and the Lenders thereof; provided, however, that (A) no Event of Default shall have occurred and be continuing at the time a Term Loan Extension Request is delivered to Lenders, (B) in no event shall the Maturity Date of any Extended Term Loans of a given Extension Series at the time of establishment thereof and be earlier than the then Latest Maturity Date of any other Loans then outstanding hereunder, (vi) C)from which such Extended Term Loans may have other terms were converted) (other it being understood that the Weighted Average Life to Maturity of any Extended Term Loans of a given Extension Series at the time of establishment thereof shall be no shorter than those described in the preceding clause (i) through (v)) that differ from those remaining Weighted Average Life to Maturity of the any otherthe Existing Term Loan Tranche, Tranche (as originally in effect prior to any amortization or prepayments thereto) and (D) anyfrom which such Extended Term Loans (and the Liens securing the same) shall be permitted by the terms of the ABL Credit Agreement and the Intercreditor Agreement (in each case, taken as a wholeto the extent the ABL Credit Agreement and the Intercreditor Agreement are then in effect)were converted), that are not materially more favorable (2)(A) pricing, fees, optional prepayment or redemption terms shall be determined in good faith by the Borrower and the interest margins and floors with respect to the Extended Term Loans may be higher or lower than the interest margins and floors for the Term Loans of such Existing Term Loan Tranche and/or (B) additional fees, premiums or AHYDO payments may be payable to the Lenders providing such Extended Term Loans than in addition to or in lieu of any increased margins and floors contemplated by the provisions applicable preceding clause (A), in each case, to the extent provided in the applicable Extension Amendment, (3) the Extended Term Loans may participate on a pro rata basis, greater than pro rata basis or less than pro rata basis in any voluntary prepayment of any Class of Term Loans hereunder and may participate on a pro rata basis or less than pro rata basis (but, except as otherwise permitted by this Agreement, not on a greater than pro rata basis, except for prepayments with the proceeds of Credit Agreement Refinancing Indebtedness) in any mandatory prepayments of any Class of Term Loans hereunder, (4) Extended Term Loans may have call protection and redemption terms as may be agreed by the Borrower and the Lenders thereof, (5) no consent shall be required by the Administrative Agent or any of the Lenders. No Lender shall have any obligation to agree to have any of its Term Loans of any Existing Term Loan Tranche or as are otherwise reasonably satisfactory converted into Extended Term Loans pursuant to any Extension Request and (6) any such request shall be made by the Administrative AgentBorrower to all of the Lenders with Term Loans of the applicable Class on a pro rata basis. Any Extended Term Loans converted amended pursuant to any Extension Request shall be designated a series (each, an “Extension Series”) of Extended Term Loans for all purposes of this Agreement; provided that, subject to the requirements set forth above, that any Extended Term Loans converted amended from an Existing Term Loan Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Extension Series with respect to such Existing Term Loan Tranche (in which case scheduled amortization with respect thereto shall be proportionately increased). Each Extension Series of Extended Term LoansLoans incurred under this Section 2.16 shall be in an aggregate principal amount that is not less than $50,000,000 and the Borrower may impose an Extension Minimum Condition with respect to any Extension Request, which may be waived by the Borrower in its sole discretion.

Extended Term Loans. (a) Notwithstanding anything to the contrary in this Agreement, subject to the terms of this Section 2.142.26, Lead the Borrower may at any time and from time to time when no Default or Event of Default then exists request that all or a portion of any Tranche of Initial Term Loans or New Term Loans (each, an “Existing Term Loan Tranche” and “Existing New Term Loan Tranche”, respectively), together with any related outstandings, be converted to extend the scheduled maturity date(s) of any payment of principal with respect to all or any portion of the principal amount (and related outstandings) of such Existing Term Loan Tranche Loans, New Term Loans (any such Term Loans which have been so converted, “Extended Term Loans” and “Extended New Term Loans”, respectively) and to provide for other terms consistent with this Section 2.142.26. In order to establish any Extended Term Loans, Lead the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Term Loan Tranche) (each, an “Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established, which shall (x) be identical as offered to each Lender under the relevant Existing Term Loan Tranche (including as to other than the proposed interest rates and fees payable) and (y) have be identical to the same terms as Term Loans under the relevant Existing Term Loan Tranche from which such Extended Term Loans are to be converted, except that: (i) all or any of the scheduled amortization payments of principal of the Extended Term Loans may be delayed to later dates than the scheduled amortization payments of principal of the Term Loans of such Existing Term Loan Tranche Tranche, to the extent provided in the applicable Extension Amendment; (ii) the Effective Yield with respect to the Extended Term Loans (whether in the form of interest rate margin, upfront fees, original issue discount or otherwise) may be different than the Effective Yield for the Term Loans of such Existing Term Loan Tranche; (iii) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the applicable Extension Amendment (immediately prior to the establishment of such Extended Term Loans); (iviii) Extended Term Loans may have mandatory prepayment terms which provide for the application of proceeds from mandatory prepayment events to be made first to prepay the Term Loans under the relevant Existing Term Loan Tranche from which such Extended Term Loans have been converted before applying any such proceeds to prepay such Extended Extending Term Loans; and (viv) Extended Term Loans may have optional prepayment terms (including call protection and terms which allow Term Loans under the relevant Existing Term Loan Tranche from which such Extended Term Loans have been converted to be optionally prepaid prior to the prepayment of such Extended Term Loans) as may be agreed by Lead Borrower the Borrowers and the Lenders thereof and (vi) such thereof; provided that no Extended Term Loans may have other terms (other than those described in the preceding clause (i) through (v)) that differ from those of the Existing Term Loan Tranche, in each case, taken as a whole, that are not materially more favorable be optionally prepaid prior to the Lenders providing such Extended date on which all Term Loans than the provisions applicable to with an earlier final stated maturity (including Term Loans under the Existing Term Loan Tranche or as from which such Term Loans were converted) are otherwise reasonably satisfactory repaid in full, unless such optional prepayment is accompanied by a pro rata optional prepayment of such other Term Loans; provided, however, that (A) in no event shall the final maturity date of any Extended Loans of a given Extension Series at the time of establishment thereof be earlier than the then Latest Maturity Date of any other Term Loans hereunder and (B) the Weighted Average Life to Maturity of any Extended Loans of a given Extension Series at the Administrative Agenttime of establishment thereof shall be no shorter than the remaining Weighted Average Life to Maturity of any other Term Loans then outstanding. Any Extended Term Loans converted pursuant to any Extension Request shall be designated a series (each, an “Extension Series”) of Extended Term Loans Loans, as applicable, for all purposes of this Agreement; provided that, subject to the requirements set forth above, that any Extended Term Loans converted from an Existing Term Loan Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Tranche of Term LoansExtension Series with respect to such Existing Tranche.

Extended Term Loans. (a) Notwithstanding anything to the contrary in this Agreement, subject to the terms of this Section 2.14, Lead The Borrower may at any time and from time to time request that all or a portion of any Tranche of the Term Loans of a given Class (each, an “Existing Term Loan TrancheFacility”), ) be converted to extend the scheduled maturity date(s) of any payment of principal with respect to all or any a portion of any principal amount of such Existing Term Loan Tranche Loans (any such Term Loans which have been so converted, “Extended Term Loans”) and to provide for other terms consistent with this Section 2.142.17. In order to establish any Extended Term Loans, Lead the Borrower shall provide a notice an Extension Request to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Term Loan Tranche) (each, an “Extension Request”Facility) setting forth the proposed terms of the Extended Term Loans to be established, which shall (x) be identical as offered to each Lender under the relevant such applicable Existing Term Loan Tranche Facility (including as to the proposed interest rates and fees payable, but excluding any arrangement, structuring or other fees payable in connection therewith that are not generally shared with the relevant Lenders) and offered pro rata to each Lender under such Existing Term Loan Facility and (y) have be identical to the same terms as Term Loans under the Existing Term Loan Tranche Facility from which such Extended Term Loans are to be converted, except that: (i) all or any of the scheduled amortization payments of principal principal, if any, and/or scheduled final maturity date of the Extended Term Loans may shall be delayed to later dates than the scheduled amortization payments of principal of the Term Loans of such Existing Term Loan Tranche to the extent provided as set forth in the applicable Extension Amendment; , subject to the provisos below, (ii) the Effective All-In Yield with respect to the Extended Term Loans (whether in the form of interest rate margin, upfront fees, original issue discount funding discounts, OID, prepayment premiums or otherwise) may be different than the Effective All-In Yield for the Term Loans of such Existing Term Loan Tranche; Facility, in each case, to the extent provided in the applicable Extension Amendment, (iii) the applicable Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the applicable Extension Amendment (immediately prior to the establishment of such Extended Term Loans); , and (iv) Extended Term Loans may have mandatory prepayment terms which provide for the application of proceeds from mandatory prepayment events to be made first to prepay the Term Loans under the Existing Term Loan Tranche from which such Extended Term Loans have been converted before applying any such proceeds to prepay such Extended Term Loans; (v) Extended Term Loans may have optional prepayment terms (including call protection and prepayment premiums) and mandatory repayment terms which allow Term Loans under the relevant Existing Term Loan Tranche from which such Extended Term Loans have been converted (other than as to be optionally prepaid prior to the prepayment of such Extended Term Loansscheduled amortization and final maturity date) as may be agreed by Lead the Borrower and the Lenders thereof and (vi) such thereof; provided that no Extended Term Loans may have other terms be optionally prepaid or mandatorily repaid (other than those described scheduled amortization and in the preceding clause (i) through (vcase of a prepayment under Section 2.05(b)(iii)(B)) prior to the date on which all Term Loans with an earlier final stated maturity (including Term Loans under the Existing Term Loan Facility from which they were converted) are repaid in full, unless such prepayment or repayment is in accordance with the theretofore existing provisions of this Agreement or is accompanied by at least a pro rata prepayment or repayment of such other Term Loans, as applicable; provided, further, that differ from those (A) in no event shall the final maturity date of any Extended Term Loans of a given Term Loan Extension Series at the time of establishment thereof be earlier than the final maturity of the Existing Term Loan Tranche, in each case, taken as a whole, that are not materially more favorable Facility being extended and (B) scheduled amortization applicable to the Lenders providing such Extended Term Loans than shall not exceed (or occur on different dates than) the provisions applicable scheduled amortization (exclusive of payments required at maturity) which previously applied to the Term Loans that are being extended (which regular amortization in the same amounts may continue after the date referenced in clause (x) below) at any time prior to the final maturity of the Existing Term Loan Tranche or as are otherwise reasonably satisfactory to the Administrative AgentFacility being extended. Any Class of Extended Term Loans converted pursuant to any Extension Request shall be designated a series (each, an a “Term Loan Extension Series”) of Extended Term Loans for all purposes of this Agreement; provided that, subject to the requirements set forth above, that any Extended Term Loans converted from an Existing Term Loan Tranche Facility may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Tranche Term Loan Extension Series with respect to such Existing Term Loan Facility (in which case scheduled amortization with respect thereto shall be proportionally increased). Each Term Loan Extension Series of Extended Term Loans incurred under this Section 2.17 shall be in an aggregate principal amount that is not less than $10,000,000 (or, in the case of any Class of Term Loans with an entire outstanding principal amount of less than $10,000,000 that is to be extended in full, such outstanding principal amount) (unless such extension is made pursuant to clause (e) below) and the Borrower may impose an Extension Minimum Condition with respect to any Extension Request for Extended Term Loans, which may be waived by the Borrower in its sole discretion.

Extended Term Loans. (a) Notwithstanding anything to the contrary in this Agreement, subject to the terms of this Section 2.14, Lead the Borrower may at any time and from time to time request that all or a portion of any Tranche of Term Loans (each, an “Existing Term Loan Tranche”), be converted to extend the scheduled maturity date(s) of any payment of principal with respect to all or any portion of the principal amount of such Existing Term Loan Tranche Loans (any such Term Loans which have been so converted, “Extended Term Loans”) and to provide for other terms consistent with this Section 2.14. In order to establish any Extended Term Loans, Lead the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Term Loan Tranche) (each, an “Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established, which shall (x) be identical as offered to each Lender under the relevant Existing Term Loan Tranche (including as to the proposed interest rates and fees payable) and (y) have be identical to the same terms as Term Loans under the relevant Existing Term Loan Tranche from which such Extended Term Loans are to be converted, except that: (i) all or any of the scheduled amortization payments of principal of the Extended Term Loans may be delayed to later dates than the scheduled amortization payments of principal of the Term Loans of such Existing Term Loan Tranche to the extent provided in the applicable Extension Amendment; (ii) the Effective Yield with respect to the Extended Term Loans (whether in the form of interest rate margin, upfront fees, original issue discount or otherwise) may be different than the Effective Yield for the Term Loans of such Existing Term Loan TrancheTranche to the extent provided in the applicable Extension Amendment; (iii) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the applicable Extension Amendment (immediately prior to the establishment of such Extended Term Loans); (iv) Extended Term Loans may have mandatory prepayment terms which provide for the application of proceeds from mandatory prepayment events to be made first to prepay the Term Loans under the Existing Term Loan Tranche from which such Extended Term Loans have been converted before applying any such proceeds to prepay such Extended Term Loans; (v) Extended Term Loans may have optional prepayment terms (including call protection and terms which allow Term Loans under the relevant Existing Term Loan Tranche from which such Extended Term Loans have been converted to be optionally prepaid prior to the prepayment of such Extended Term Loans) as may be agreed by Lead Borrower and the Lenders thereof and (vi) such Extended Term Loans may have other terms (other than those described in the preceding clause (i) through (v)) that differ from those of the Existing Term Loan Tranche, in each case, taken as a whole, that are not materially more favorable to the Lenders providing such Extended Term Loans than the provisions applicable to the Existing Term Loan Tranche or as are otherwise reasonably satisfactory to the Administrative Agent. Any Extended Term Loans converted pursuant to any Extension Request shall be designated a series (each, an “Extension Series”) of Extended Term Loans for all purposes of this Agreement; provided that, subject to the requirements set forth above, any Extended Term Loans converted from an Existing Term Loan Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Tranche of Term Loans.54

Extended Term Loans. (a) Notwithstanding anything to the contrary in this Agreement, subject to the terms of this Section 2.14, Lead The Borrower may at any time and from time to time request that all or a portion of the Loans of any Tranche Class in an aggregate principal amount of not less than $50.0 million (or, if less, all remaining Term Loans of such Class) (each, an “Existing Term Loan TrancheClass”), ) be converted to extend the scheduled maturity date(s) of any payment of principal with respect to all or any a portion of any principal amount of such Existing Term Loan Tranche Loans (any such Term Loans which have been so converted, “Extended Term Loans”) and to provide for other terms consistent with this Section 2.142.13. In order to establish any Extended Term Loans, Lead the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Term Loan TrancheClass) (each, an “Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established, which shall (x) be identical as offered to each Lender consistent with the Loans under the relevant Existing Term Loan Tranche (including as to the proposed interest rates and fees payable) and (y) have the same terms as the Existing Term Loan Tranche Class from which such Extended Term Loans are to be converted, converted except that: (i) all or any of the scheduled amortization payments of principal of the Extended Term Loans may be delayed to later dates than the scheduled amortization payments of principal of the Term Loans of such Existing Term Loan Tranche Class to the extent provided in the applicable Additional Credit Extension Amendment; (ii) the Effective Yield interest margins with respect to the Extended Term Loans (whether in the form of interest rate margin, upfront fees, original issue discount or otherwise) may be different than the Effective Yield Applicable Margin for the Term Loans of such Existing Term Loan TrancheClass and upfront fees may be paid to the Extending Term Lenders to the extent provided in the applicable Additional Credit Extension Amendment; and (iii) the Additional Credit Extension Amendment may provide for other covenants and terms that apply solely to any period only after the Latest Maturity Date that is in effect on the effective final maturity date of the applicable Extension Amendment all then outstanding Loans. (immediately prior to the establishment of such Extended Term Loans); (ivb) Extended Term Loans may have mandatory prepayment terms which provide for the application of proceeds from mandatory prepayment events to be made first to prepay the Term Loans under the Existing Term Loan Tranche from which such Extended Term Loans have been converted before applying any such proceeds to prepay such Extended Term Loans; (v) Extended Term Loans may have optional prepayment terms (including call protection and terms which allow Term Loans under the relevant Existing Term Loan Tranche from which such Extended Term Loans have been converted to be optionally prepaid prior to the prepayment of such Extended Term Loans) as may be agreed by Lead Borrower and the Lenders thereof and (vi) such Extended Term Loans may have other terms (other than those described in the preceding clause (i) through (v)) that differ from those of the Existing Term Loan Tranche, in each case, taken as a whole, that are not materially more favorable to the Lenders providing such Extended Term Loans than the provisions applicable to the Existing Term Loan Tranche or as are otherwise reasonably satisfactory to the Administrative Agent. Any Extended Term Loans converted pursuant to any Extension Request shall be designated a series (each, an “Extension Series”) of Extended Term Loans for all purposes of this Agreement; provided that, subject to the requirements limitations set forth in clause (a) above, any Extended Term Loans converted from an Existing Term Loan Tranche Class may, to the extent provided in the applicable Additional Credit Extension AmendmentAmendment and consistent with the requirements set forth above, be designated as an increase in any previously established Tranche Class of Loans. (c) The Borrower shall provide the applicable Extension Request at least five (5) Business Days prior to the date on which Lenders under the applicable Existing Term Loans.Loan Class are requested to respond. No Lender shall have any obligation to agree to have any of its Loans of any Existing Term Loan Class converted into Extended Term Loans pursuant to any Extension Request. Any Lender wishing to have all or a portion of its Loans under the Existing Term Loan Class subject to such Extension Request (such Lender an “Extending Term Lender”) converted into Extended Term Loans shall notify the Administrative Agent (an “Extension Election”) on or prior to the date specified in such - 53-

Extended Term Loans. (a) Notwithstanding anything to the contrary in this Agreement, subject to the terms of this Section 2.14, Lead Borrower Parent may at any time and from time to time request that all or a portion of any Tranche of Term Loans (each, an “Existing Term Loan Tranche”), be converted to extend the scheduled maturity date(s) of any payment of principal with respect to all or any portion of the principal amount of such Existing Term Loan Tranche Loans (any such Term Loans which have been so converted, “Extended Term Loans”) and to provide for other terms consistent with this Section 2.14. In order to establish any Extended Term Loans, Lead Borrower Parent shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Term Loan Tranche) (each, an “Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established, which shall (x) be identical as offered to each Lender under the relevant Existing Term Loan Tranche (including as to the proposed interest rates and fees payable) and (y) have be identical to the same terms as Term Loans under the relevant Existing Term Loan Tranche from which such Extended Term Loans are to be converted, except that: (i) all or any of the scheduled amortization payments of principal of the Extended Term Loans may be delayed to later dates than the scheduled amortization payments of principal of the Term Loans of such Existing Term Loan Tranche to the extent provided in the applicable Extension Amendment; (ii) the Effective Yield with respect to the Extended Term Loans (whether in the form of interest rate margin, upfront fees, original issue discount or otherwise) may be different than the Effective Yield for the Term Loans of such Existing Term Loan TrancheTranche to the extent provided in the applicable Extension Amendment; (iii) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the applicable Extension Amendment (immediately prior to the establishment of such Extended Term Loans); (iv) Extended Term Loans may have mandatory prepayment terms which provide for the application of proceeds from mandatory prepayment events to be made first to prepay the Term Loans under the Existing Term Loan Tranche from which such Extended Term Loans have been converted before applying any such proceeds to prepay such Extended Term Loans; and (v) Extended Term Loans may have optional prepayment terms (including call protection and terms which allow Term Loans under the relevant Existing Term Loan Tranche from which such Extended Term Loans have been converted to be optionally prepaid prior to the prepayment of such Extended Term Loans) as may be agreed by Lead Borrower Parent and the Lenders thereof and (vi) such Extended Term Loans may have other terms (other than those described in the preceding clause (i) through (v)) that differ from those of the Existing Term Loan Tranche, in each case, taken as a whole, that are not materially more favorable to the Lenders providing such Extended Term Loans than the provisions applicable to the Existing Term Loan Tranche or as are otherwise reasonably satisfactory to the Administrative Agentthereof. Any Extended Term Loans converted pursuant to any Extension Request shall be designated a series (each, an “Extension Series”) of Extended Term Loans for all purposes of this Agreement; provided that, subject to the requirements set forth above, any Extended Term Loans converted from an Existing Term Loan Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Tranche of Term Loans.

Extended Term Loans. (a) Notwithstanding anything to the contrary in this Agreement, subject to the terms of this Section 2.142.16, Lead the Borrower may at any time and from time to time request that all or a portion of the Loans of any Tranche of Term Loans Class (each, an “Existing Term Loan Tranche”), ) be converted to extend the scheduled maturity date(s) date of any payment of principal with respect to all or any portion of the principal amount of such Existing Term Loan Tranche Loans (any such Term Loans which have been so converted, “Extended Term Loans,”) and to provide for other terms consistent with this Section 2.142.16. In order to establish any Extended Term Loans, Lead the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Term Loan Tranche) (each, an “Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established, which shall (x) be identical as offered to each Lender under the relevant Existing Term Loan Tranche (including as to the proposed interest rates and fees payable) and (y) have be identical to the same terms as Loans under the relevant Existing Term Loan Tranche from which such Extended Term Loans are to be converted, except that: (i) all or any of the scheduled amortization payments of principal of the Extended Term Loans may be delayed to later dates than the scheduled amortization payments of principal of the Term Loans of such Existing Term Loan Tranche to the extent provided in the applicable Extension Amendment; (ii) the Effective Yield “effective yield” with respect to the Extended Term Loans (whether in the form of interest rate margin, upfront fees, original issue discount or otherwise) may be different than the Effective Yield “effective yield” for the Term Loans of such Existing Term Loan TrancheTranche to the extent provided in the applicable Extension Amendment; (iii) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the applicable Extension Amendment (immediately prior to the establishment of such Extended Term Loans); (iv) Extended Term Loans may have mandatory prepayment terms which provide for the application of proceeds from mandatory prepayment events to be made first to prepay the Term Loans under the Existing Term Loan Tranche from which such Extended Term Loans have been converted before applying any such proceeds to prepay such Extended Term Loans; and (v) Extended Term Loans may have optional prepayment terms (including call protection and terms which allow Term Loans under the relevant Existing Term Loan Tranche from which such Extended Term Loans have been converted to be optionally prepaid prior to the prepayment of such Extended Term Loans) as may be agreed by Lead the Borrower and the Lenders thereof and (vi) such thereof; provided that no Extended Term Loans may have other terms (other than those described in the preceding clause (i) through (v)) that differ from those of the Existing Term Loan Tranche, in each case, taken as a whole, that are not materially more favorable be optionally prepaid prior to the Lenders providing such Extended Term date on which all Loans than the provisions applicable to with an earlier final stated maturity (including Loans under the Existing Term Loan Tranche or from which such Loans were converted) are repaid in full, unless such optional prepayment is accompanied by a pro rata optional prepayment of such other Loans; provided, however, that (A) in no event shall the final maturity date of any Extended Term Loans of a given Extension Series (as are otherwise reasonably satisfactory defined below) at the time of establishment thereof be earlier than the then final stated maturity of the applicable Existing Term Loan Tranche from which such Extended Term Loans have been converted and (B) the Weighted Average Life to Maturity of any Extended Term Loans of a given Extension Series at the Administrative Agenttime of establishment thereof shall be no shorter than the remaining Weighted Average Life to Maturity of the applicable Existing Term Loan Tranche from which such Extended Term Loans have been converted. Any Extended Term Loans converted pursuant to any Extension Request shall be designated a series (each, an “Extension Series”) of Extended Term Loans Loans, as applicable, for all purposes of this Agreement; provided that, subject to the requirements set forth above, that any Extended Term Loans converted from an Existing Term Loan Tranche may, to the extent provided in the applicable Extension AmendmentAmendment (as defined below), be designated as an increase in any previously established Tranche of Extension Series with respect to such Existing Term LoansLoan Tranche.

Extended Term Loans. (ai) Notwithstanding anything to the contrary in this Agreement, subject Subject to the terms and conditions set forth herein and in the Third Restated Credit Agreement, as of the Third Restatement Effective Date, each Extended Term Loan Lender agrees that the principal amount (if any) of its Extended Term Loans specified by such Extended Term Loan Lender on the Extended Term Loan Lender Election Form delivered by it together with its executed counterpart of this Section 2.14Agreement will be converted into, Lead Borrower may at any time as specified on such form, (A) 2021 Term D Loans of like outstanding principal amount and from time to time request that all or a portion of any Tranche of such converted Extended Term Loans shall constitute 2021 Term D Loans for all purposes under the Third Restated Credit Agreement, or (each, an “Existing B) 2017 Term Loan Tranche”), be E Loans of like outstanding principal amount and such converted to extend the scheduled maturity date(s) of any payment of principal with respect to all or any portion of such Existing Term Loan Tranche (any such Extended Term Loans which have been so converted, “Extended shall constitute 2017 Term Loans”) and to provide E Loans for other terms consistent with this Section 2.14. In order to establish any Extended Term Loans, Lead Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders all purposes under the applicable Existing Term Loan Tranche) (eachThird Restated Credit Agreement; provided that, an “Extension Request”) setting forth in the proposed terms event that the aggregate principal amount of the Extended Term Loans to be established, which shall (x) be identical as offered to each Lender under the relevant Existing Extended Term Loan Tranche Lenders agree to convert into (including as to 1) 2021 Term D Loans in accordance with the proposed interest rates and fees payableforegoing clause (A) and (y) have the same terms as the Existing Term Loan Tranche from which such Extended Term Loans are being referred to herein as the “Term D Designated Loans”) is greater than $1,676,475,699.63, the Borrower may (but shall not be obligated to) elect, by written notice to the Administrative Agent, to cause less than all (but not less than $1,676,475,699.63 aggregate principal amount) of the Term D Designated Loans to become 2021 Term D Loans, such allocation to be converted, except that: (i) all or any of the scheduled amortization payments of principal of made on a pro rata basis among the Extended Term Loans may be delayed to later dates than Loan Lenders making such an election, such that the scheduled amortization payments same proportion of principal of the Term Loans of such Existing Term Loan Tranche to the extent provided in the applicable Extension Amendment; (ii) the Effective Yield with respect to the Extended Term Loans (whether in the form of interest rate margin, upfront fees, original issue discount or otherwise) may be different than the Effective Yield for the Term Loans of such Existing Term Loan Tranche; (iii) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the applicable Extension Amendment (immediately prior to the establishment of each such Extended Term Loan Lender’s Term D Designated Loans is so converted into 2021 Term D Loans); , or (iv2) Extended 2017 Term E Loans may have mandatory prepayment terms which provide for in accordance with the application of proceeds from mandatory prepayment events to be made first to prepay the Term Loans under the Existing Term Loan Tranche from which foregoing clause (B) (such Extended Term Loans have been converted before applying any such proceeds being referred to prepay such Extended herein as the “Term E Designated Loans; ”) is greater than $1,505,329,149.16 , the Borrower may (vbut shall not be obligated to) Extended Term Loans may have optional prepayment terms (including call protection and terms which allow Term Loans under the relevant Existing Term Loan Tranche from which such Extended Term Loans have been converted to be optionally prepaid prior to the prepayment of such Extended Term Loans) as may be agreed elect, by Lead Borrower and the Lenders thereof and (vi) such Extended Term Loans may have other terms (other than those described in the preceding clause (i) through (v)) that differ from those of the Existing Term Loan Tranche, in each case, taken as a whole, that are not materially more favorable to the Lenders providing such Extended Term Loans than the provisions applicable to the Existing Term Loan Tranche or as are otherwise reasonably satisfactory written notice to the Administrative Agent. Any , to cause less than all (but not less than $1,505,329,149.16 aggregate principal amount) of the Term E Designated Loans to become 2017 Term E Loans, such allocation to be made on a pro rata basis among the Extended Term Loans converted pursuant to any Extension Request shall be designated a series (eachLoan Lenders making such an election, an “Extension Series”) such that the same proportion of each such Extended Term Loan Lender’s Term E Designated Loans for all purposes of this Agreement; provided that, subject to the requirements set forth above, any Extended is so converted into 2017 Term Loans converted from an Existing Term Loan Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Tranche of Term E Loans.

Extended Term Loans. (a) Notwithstanding anything to the contrary in this Agreement, subject to the terms of this Section 2.14, Lead The Borrower may at any time and from time to time request that all or a portion of any Tranche of the Term Loans of a given Class (each, an “Existing Term Loan TrancheFacility”), ) be converted to extend the scheduled maturity date(s) of any payment of principal with respect to all or any a portion of any principal amount of such Existing Term Loan Tranche Loans (any such Term Loans which have been so converted, “Extended Term Loans”) and to provide for other terms consistent with this Section 2.142.17. In order to establish any Extended Term Loans, Lead the Borrower shall provide a notice an Extension Request to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Term Loan Tranche) (each, an “Extension Request”Facility) setting forth the proposed terms of the Extended Term Loans to be established, which shall (x) be identical as offered to each Lender under the relevant such applicable Existing Term Loan Tranche Facility (including as to the proposed interest rates and fees payable, but excluding any arrangement, structuring or other similar fees payable in connection therewith that are not generally shared with the relevant Lenders) and offered to each Lender under such Existing Term Loan Facility in accordance with its Pro Rata Share with respect thereto and (y) have be identical to the same terms as Term Loans under the Existing Term Loan Tranche Facility from which such Extended Term Loans are to be converted, except that: (i) all or any of the scheduled amortization payments of principal principal, if any, and/or scheduled final maturity date of the Extended Term Loans may shall be delayed to later dates than the scheduled amortization payments of principal of the Term Loans of such Existing Term Loan Tranche to the extent provided as set forth in the applicable Extension Amendment; , subject to the provisos below, (ii) the Effective All-In Yield with respect to the Extended Term Loans (whether in the form of interest rate margin, upfront fees, original issue discount funding discounts, OID, prepayment premiums or otherwise) may be different than the Effective All-In Yield for the Term Loans of such Existing Term Loan Tranche; Facility, in each case, to the extent provided in the applicable Extension Amendment, (iii) the applicable Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the applicable Extension Amendment (immediately prior to the establishment of such Extended Term Loans); Date, and (iv) Extended Term Loans may have mandatory prepayment terms which provide for the application of proceeds from mandatory prepayment events to be made first to prepay the Term Loans under the Existing Term Loan Tranche from which such Extended Term Loans have been converted before applying any such proceeds to prepay such Extended Term Loans; (v) Extended Term Loans may have optional prepayment terms (including call protection and prepayment premiums) and mandatory repayment terms which allow Term Loans under the relevant Existing Term Loan Tranche from which such Extended Term Loans have been converted (other than as to be optionally prepaid prior to the prepayment of such Extended Term Loansscheduled amortization and final maturity date) as may be agreed by Lead the Borrower and the Lenders thereof and (vi) such thereof; provided that no Extended Term Loans may have other terms participate on a greater than pro rata basis in any mandatory prepayment with any then existing Class of Term Loans (other than those described scheduled amortization and in the preceding clause case of a prepayment under Section 2.05(b)(iii)(B)); provided, further, that (iA) through (v)) that differ from those in no event shall the final maturity date of any Extended Term Loans of a given Term Loan Extension Series at the time of establishment thereof be earlier than the final maturity of the Existing Term Loan Tranche, in each case, taken as a whole, that are not materially more favorable Facility being extended and (B) scheduled amortization applicable to the Lenders providing such Extended Term Loans than shall not exceed (or occur on different dates than) the provisions scheduled amortization (exclusive of payments required at maturity) which previously applied to the Term Loans that are being extended (which regular amortization in the same amounts (or lesser amounts, if agreed by the applicable to Extending Term Lenders) may continue after the final maturity of the Existing Term Loan Tranche or as are otherwise reasonably satisfactory Facility being extended) at any time prior to the Administrative Agentfinal maturity of the Existing Term Loan Facility being extended. Any Class of Extended Term Loans converted pursuant to any Extension Request shall be designated a series (each, an a “Term Loan Extension Series”) of Extended Term Loans for all purposes of this Agreement; provided that, subject to the requirements set forth above, that any Extended Term Loans converted from an Existing Term Loan Tranche Facility may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Tranche Term Loan Extension Series with respect to such Existing Term Loan Facility (in which case scheduled amortization with respect thereto shall be proportionally increased). Each Term Loan Extension Series of Extended Term Loans incurred under this Section 2.17 shall be in an aggregate principal amount that is not less than C$5,000,000 (or, in the case of any Class of Term Loans with an entire outstanding principal amount of less than C$5,000,000 that is to be extended in full, such outstanding principal amount) (unless such extension is made pursuant to clause (e) below) and the Borrower may impose an Extension Minimum Condition with respect to any Extension Request for Extended Term Loans., which may be waived by the Borrower in its sole discretion. 110

Extended Term Loans. (a) Notwithstanding anything to the contrary in this Agreement, subject to the terms of this Section 2.14, Lead Borrower The Borrowers may at any time and from time to time request that all or a portion of any Tranche of the Term Loans of any Class (each, an “Existing Term Loan TrancheClass”), ) be converted to extend the scheduled maturity date(s) of any payment or payments of principal (including at final maturity) with respect to all or any portion of such Existing Term Loan Tranche Loans (any such Term Loans which have been so converted, “Extended Term Loans”) and to provide for other terms consistent with this Section 2.142.12. In order to establish any Extended Term Loans, Lead Borrower the Borrowers shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Term Loan TrancheClass) (each, an “Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established, which shall (x) be identical as offered in all material respects to each Lender the Term Loans under the relevant Existing Term Loan Tranche (including as to the proposed interest rates and fees payable) and (y) have the same terms as the Existing Term Loan Tranche Class from which such Extended Term Loans are to be converted, converted except that: that (i) all or any of the scheduled amortization payments of principal and payment at maturity of the Extended Term Loans may be delayed to later dates than the scheduled amortization payments of principal and payment at maturity of the Term Loans of such Existing Term Loan Tranche Class to the extent provided in the applicable Extension Amendment; Request, (ii) the Effective Yield interest rate and fee provisions with respect to the Extended Term Loans (whether in the form of interest rate margin, upfront fees, original issue discount or otherwise) may be different than the Effective Yield for from those applicable to the Term Loans of such Existing Term Loan Tranche; Class, in each case, to the extent provided in the applicable Extension Request, and (iii) the Extension Amendment Request may provide for other covenants and terms (x) that apply solely to any period after the Latest Maturity Date that at the time such Indebtedness is in effect on incurred or after approval thereof by the effective date of the applicable Extension Amendment Majority Lenders or (immediately prior to the establishment of such Extended Term Loans); (iv) Extended Term Loans may have mandatory prepayment terms which provide for the application of proceeds from mandatory prepayment events to be made first to prepay the Term Loans under the Existing Term Loan Tranche from which such Extended Term Loans have been converted before applying any such proceeds to prepay such Extended Term Loans; (v) Extended Term Loans may have optional prepayment terms (including call protection and terms which allow Term Loans under the relevant Existing Term Loan Tranche from which such Extended Term Loans have been converted to be optionally prepaid prior to the prepayment of such Extended Term Loans) as may be agreed by Lead Borrower and the Lenders thereof and (vi) such Extended Term Loans may have other terms (other than those described in the preceding clause (i) through (v)y) that differ from those of the Existing Term Loan Tranche, in each case, taken as a whole, that are not materially more less favorable to the Lenders providing such holders of the Extended Term Loans than the provisions covenants and terms applicable to the Existing Term Loan Tranche or as are otherwise reasonably satisfactory Class. The Borrowers shall provide the applicable Extension Request at least three (3) Business Days prior to the Administrative Agentdate on which Lenders are requested to respond. Any No Lender shall have any obligation to agree to have any of its Term Loans of any Existing Class converted into Extended Term Loans converted pursuant to any Extension Request. Any Lender (an “Extending Term Lender”) wishing to have all or a portion of its Term Loans of the applicable Existing Class subject to such Extension Request converted into Extended Term Loans shall notify the Administrative Agent in writing (an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Term Loans of the applicable Existing Class which it has elected to request be converted into Extended Term Loans (subject to any minimum denomination requirements reasonably imposed by the Administrative Agent). In the event that the aggregate amount of Term Loans of the applicable Existing Class subject to Extension Elections exceeds the amount of Extended Term Loans requested pursuant to the Extension Request, Term Loans of the applicable Existing Class subject to Extension Elections shall be designated converted to Extended Term Loans on a series pro rata basis based on the amount of Term Loans of the applicable Existing Class included in each such Extension Election. If Extended Term Loans are established, remaining amortization payments on the Existing Class of Term Loans shall be correspondingly reduced. The final terms of the Extended Term Loans (eachwhich shall be consistent with the Extension Request) and the allocations of the Extended Term Loans among the Extending Term Lenders shall be as set forth in the applicable Extension Amendment entered into by the Borrowers, the Administrative Agent and the Extending Term Lenders. The Extended Term Loans established pursuant to a single Extension Amendment shall, unless specified to be an increase in a previously established Class of Term Loans constitute a separate Class (an “Extension Series”) of Extended Term Loans for all purposes of this Agreement; provided that, subject . The provisions of this Section 2.12 shall override any provisions of Section 11.04 to the requirements set forth above, any Extended Term Loans converted from an Existing Term Loan Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Tranche of Term Loanscontrary.

Extended Term Loans. (a) Notwithstanding anything to the contrary in this Agreement, subject to the terms of this Section 2.14, Lead Borrower The Borrowers may at any time and from time to time request that all or a portion of any Tranche the Loans of Term Loans a given Class (each, an “Existing Term Loan Tranche”), ) be converted amended to extend the scheduled maturity date(s) of any payment of principal with respect to all or any a portion of any principal amount of such Existing Term Loan Tranche Loans (any such Term Loans which have been so convertedamended, “Extended Term Loans”) and to provide for other terms consistent with this Section 2.142.18. In order to establish any Extended Term Loans, Lead Borrower the Borrowers shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Term Loan Tranche) (each, an “Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established, which shall (x) be identical as offered to each Lender under the relevant such Existing Term Loan Tranche (including as to the proposed interest rates and fees payable, but excluding any arrangement, structuring or other fees payable in connection therewith that are not generally shared with all relevant Lenders) and offered pro rata to each Lender under such Existing Term Loan Tranche and (y) have be identical to the same terms as Loans under the applicable Existing Term Loan Tranche from to which such amended Extended Term Loans are to be convertedrelate, except that: (i) all or any of the scheduled amortization payments of principal of the Extended Term Loans may be delayed to later dates than the scheduled amortization payments of principal of the Term Loans of such Existing Term Loan Tranche Tranche, to the extent provided in the applicable Extension Amendment; (ii) the Effective Yield with respect to the Extended Term Loans (whether in the form of interest rate margin, upfront fees, original issue discount or otherwise) may be different than the Effective Yield for the Term Loans of such Existing Term Loan Tranche, in each case, to the extent provided in the applicable Extension Amendment; (iii) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the applicable Extension Amendment (immediately prior to the establishment of such Extended Term Loans); and (iv) Extended Term Loans may have mandatory prepayment terms which provide for the application of proceeds from mandatory prepayment events to be made first to prepay the Term Loans under the Existing Term Loan Tranche from which such Extended Term Loans have been converted before applying any such proceeds to prepay such Extended Term Loans; (v) Extended Term Loans may have optional prepayment terms (including call protection and terms which allow Term Loans under the relevant Existing Term Loan Tranche from which such Extended Term Loans have been converted to be optionally prepaid prior to the prepayment of such Extended Term Loansprotection) as may be agreed by Lead Borrower the Borrowers and the Lenders thereof; provided, however, that (A) no Event of Default shall have occurred and be continuing at the time a Term B Loan Extension Request is delivered to Lenders, (B) in no event shall the Maturity Date of any Extended Term Loans of a given Extension Series at the time of establishment thereof be earlier than the then Latest Maturity Date of any other Loans then outstanding hereunder, (C) the Weighted Average Life to Maturity of any Extended Term Loans of a given Extension Series at the time of establishment thereof shall be no shorter than the remaining Weighted Average Life to Maturity of any other Existing Term Loan Tranche (as originally in effect prior to any amortization or prepayments thereto) and (viD) any such Extended Term Loans may have other (and the Liens securing the same) shall be permitted by the terms (other than those described in the preceding clause (i) through (v)) that differ from those of the Existing Term Loan Tranche, ABL Credit Agreement and the ABL Intercreditor Agreement (in each case, taken as a whole, that are not materially more favorable to the Lenders providing such Extended Term Loans than extent the provisions applicable to ABL Credit Agreement and the Existing Term Loan Tranche or as ABL Intercreditor Agreement are otherwise reasonably satisfactory to the Administrative Agentthen in effect). Any Extended Term Loans converted amended pursuant to any Extension Request shall be designated a series (each, an “Extension Series”) of Extended Term Loans for all purposes of this Agreement; provided that, subject to the requirements set forth above, that any Extended Term Loans converted amended from an Existing Term Loan Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Extension Series with respect to such Existing Term Loan Tranche (in which case scheduled amortization with respect thereto shall be proportionately increased). Each Extension Series of Extended Term LoansLoans incurred under this Section 2.18 shall be in an aggregate principal amount that is not less than $50,000,000 and the Borrowers may impose an Extension Minimum Condition with respect to any Extension Request, which may be waived by the Borrowers in their sole discretion.

Extended Term Loans. (a) Notwithstanding anything to the contrary in this Agreement, subject to the terms of this Section 2.14, Lead The Borrower may at any time and from time to time request that all or a portion of any Tranche of the Term Loans of a given Class (each, an “Existing Term Loan TrancheFacility”), ) be converted to extend the scheduled maturity date(s) of any payment of principal with respect to all or any a portion of any principal amount of such Existing Term Loan Tranche Loans (any such Term Loans which have been so converted, “Extended Term Loans”) and to provide for other terms consistent with this Section 2.142.17. In order to establish any Extended Term Loans, Lead the Borrower shall provide a notice an Extension Request to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Term Loan Tranche) (each, an “Extension Request”Facility) setting forth the proposed terms of the Extended Term Loans to be established, which shall (x) be identical as offered to each Lender under the relevant such applicable Existing Term Loan Tranche Facility (including as to the proposed interest rates and fees payable, but excluding any arrangement, structuring or other fees payable in connection therewith that are not generally shared with the relevant Lenders) and offered pro rata to each Lender under such Existing Term Loan Facility and (y) have be identical to the same terms as Term Loans under the Existing Term Loan Tranche Facility from which such Extended Term Loans are to be converted, except that: (i) all or any of the scheduled amortization payments of principal principal, if any, and/or scheduled final maturity date of the Extended Term Loans may shall be delayed to later dates than the scheduled amortization payments of principal of the Term Loans of such Existing Term Loan Tranche to the extent provided as set forth in the applicable Extension Amendment; , subject to the provisos below, (ii) the Effective All-In Yield with respect to the Extended Term Loans (whether in the form of interest rate margin, upfront fees, original issue discount funding discounts, OID, prepayment premiums or otherwise) may be different than the Effective All-In Yield for the Term Loans of such Existing Term Loan Tranche; Facility, in each case, to the extent provided in the applicable Extension Amendment, (iii) the applicable Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the applicable Extension Amendment (immediately prior to the establishment of such Extended Term Loans); and (iv) Extended Term Loans may have mandatory prepayment terms which provide for the application of proceeds from mandatory prepayment events to be made first to prepay the Term Loans under the Existing Term Loan Tranche from which such Extended Term Loans have been converted before applying any such proceeds to prepay such Extended Term Loans; (v) Extended Term Loans may have optional prepayment terms (including call protection and prepayment premiums) and mandatory repayment terms which allow Term Loans under the relevant Existing Term Loan Tranche from which such Extended Term Loans have been converted (other than as to be optionally prepaid prior to the prepayment of such Extended Term Loansscheduled amortization and final maturity date) as may be agreed by Lead the Borrower and the Lenders thereof and (vi) such thereof; provided that no Extended Term Loans may have other terms be optionally prepaid or mandatorily repaid (other than those described scheduled amortizations) prior to the date on which all Term Loans with an earlier final stated maturity (including Term Loans under the Existing Term Loan Facility from which they were converted) are repaid in full, unless such prepayment or repayment is in accordance with the preceding clause theretofore existing provisions of this Agreement or is accompanied by at least a pro rata prepayment or repayment of such other Term Loans, as applicable; provided, further, that (iA) through in no event shall the final maturity date of any Extended Term Loans of a given Term Loan Extension Series at the time of establishment thereof be earlier than the later of (v)x) that differ from those the final maturity of the Existing Term Loan Tranche, in each case, taken as a whole, that are not materially more favorable Facility being extended or (y) the maturity date then applicable to the Lenders providing then latest maturing tranche of outstanding Revolving Credit Commitments or Refinancing Revolving Credit Commitments then outstanding under this Agreement and (B) scheduled amortization applicable to such Extended Term Loans than shall not exceed (or occur on different dates than) the provisions applicable scheduled amortization (exclusive of payments required at maturity) which previously applied to the Term Loans that are being extended (which regular amortization in the same amounts may continue after the date referenced in clause (x) below) at any time prior to the later of (x) the final maturity of the Existing Term Loan Tranche Facility being extended or as are otherwise reasonably satisfactory (y) the maturity date then applicable to the Administrative Agentthen latest maturing Class of Revolving Credit Commitments or Refinancing Revolving Credit Commitments then outstanding under this Agreement. Any Class of Extended Term Loans converted pursuant to any Extension Request shall be designated a series (each, an a “Term Loan Extension Series”) of Extended Term Loans for all purposes of this Agreement; provided that, subject to the requirements set forth above, that any Extended Term Loans converted from an Existing Term Loan Tranche Facility may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Tranche of Term LoansLoan Extension Series with respect to such Existing Term Loan Facility (in which case scheduled amortization with respect thereto shall be proportionally increased).

Extended Term Loans. (a) Notwithstanding anything to the contrary in this AgreementThe Borrower may, subject to the terms of this Section 2.14, Lead Borrower may at any time and from time to time request that all or a portion of any Tranche of Term Loans (each, an “Existing Term Loan Tranche”), be converted to extend the scheduled maturity date(s) of any payment of principal with respect to all or any portion of such Existing Term Loan Tranche (any such Term Loans which have been so converted, “Extended Term Loans”) and to provide for other terms consistent with this Section 2.14. In order to establish any Extended Term Loans, Lead Borrower shall provide a by written notice to the Administrative Agent (who which notice shall provide a copy of such notice be provided to each of all Lenders with respect to the Lenders under the applicable Existing Term Loan TrancheAffected Class) from time to time, make one or more offers (each, an “Extension RequestOffer”) setting to all Lenders of one or more Classes of Loans and/or Commitments (each Class subject to such an Extension Offer, an “Affected Class”) to convert the First Out Term Loans or Last Out Term Loans of such Affected Class to Extended First Out Term Loans or Extended Last Out Term Loans, respectively to extend the scheduled date(s) of any payments of principal (including, without limitation, at final maturity) with respect to such Term Loans, pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the Borrower. Such notice shall set forth (x) the proposed terms and conditions of the Extended First Out Term Loans or Extended Last Out Term Loans, as applicable, to be established, established (which shall (x) be identical as offered to each Lender under the relevant Existing Term Loan Tranche (including as in all material respects to the proposed interest rates and fees payableTerm Loans of such Affected Class except for any Permitted Amendments) and (y) have the same terms as the Existing Term Loan Tranche from date on which such Extended Term Loans are Permitted Amendment is requested to become effective (which shall not be converted, except that: (i) all or any of less than 10 Business Days nor more than 30 Business Days after the scheduled amortization payments of principal of the Extended Term Loans may be delayed to later dates than the scheduled amortization payments of principal of the Term Loans date of such Existing Term Loan Tranche notice) (or such other periods as are acceptable to the extent provided Administrative Agent in the applicable Extension Amendment; (ii) the Effective Yield its sole discretion). Permitted Amendments shall become effective only with respect to the Extended Term Loans and Commitments of the Lenders of the Affected Class that accept the applicable Extension Offer (whether such Lenders, the “Accepting Lenders”) and, in the form case of interest rate marginany Accepting Lender, upfront fees, original issue discount or otherwise) may be different than only with respect to such Lender’s Loans and Commitments of such Affected Class as to which such Lender’s acceptance has been made. In the Effective Yield for event that the aggregate amount of Term Loans of such Existing Term Loan Tranche; (iii) the Extension Amendment may provide for other covenants and terms that apply solely Affected Class subject to any period after acceptances exceeds the Latest Maturity Date that is in effect on the effective date of the applicable Extension Amendment (immediately prior to the establishment of such Extended Term Loans); (iv) Extended Term Loans may have mandatory prepayment terms which provide for the application of proceeds from mandatory prepayment events to be made first to prepay the Term Loans under the Existing Term Loan Tranche from which such Extended Term Loans have been converted before applying any such proceeds to prepay such Extended Term Loans; (v) Extended Term Loans may have optional prepayment terms (including call protection and terms which allow Term Loans under the relevant Existing Term Loan Tranche from which such Extended Term Loans have been converted to be optionally prepaid prior to the prepayment of such Extended Term Loans) as may be agreed by Lead Borrower and the Lenders thereof and (vi) such Extended Term Loans may have other terms (other than those described in the preceding clause (i) through (v)) that differ from those of the Existing Term Loan Tranche, in each case, taken as a whole, that are not materially more favorable to the Lenders providing such Extended Term Loans than the provisions applicable to the Existing Term Loan Tranche or as are otherwise reasonably satisfactory to the Administrative Agent. Any Extended Term Loans converted pursuant to any Extension Request shall be designated a series (each, an “Extension Series”) amount of Extended Term Loans for all purposes of this Agreement; provided thatpermitted pursuant to an Extension Offer, Term Loans subject to the requirements set forth above, any such Extension Offer shall be converted to Extended Term Loans converted from an Existing on a pro rata basis based on the amount of Term Loans included in each Accepting Lender’s acceptance of the Loan Tranche may, Modification Offer or as may be otherwise agreed to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Tranche of Extended Term LoansLoan Agreement.

Extended Term Loans. (a) Notwithstanding anything to the contrary in this Agreement, subject to the terms of this Section 2.14, Lead Borrower The Borrowers may at any time and from time to time request that all or a portion of any Tranche the Loans of Term Loans a given Class (each, an “Existing Term Loan Tranche”), ) be converted amended to extend the scheduled maturity date(s) of any payment of principal with respect to all or any a portion of any principal amount of such Existing Term Loan Tranche Loans (any such Term Loans which have been so convertedamended, “Extended Term Loans”) and to provide for other terms consistent with this Section 2.142.18. In order to establish any Extended Term Loans, Lead Borrower the Borrowers shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Term Loan Tranche) (each, an “Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established, which shall (x) be identical as offered to each Lender under the relevant such Existing Term Loan Tranche (including as to the proposed interest rates and fees payable, but excluding any arrangement, structuring or other fees payable in connection therewith that are not generally shared with all relevant Lenders) and offered pro rata to each Lender under such Existing Term Loan Tranche and (y) have be identical to the same terms as Loans under the applicable Existing Term Loan Tranche from to which such amended Extended Term Loans are to be convertedrelate, except that: (i) all or any of the scheduled amortization payments of principal of the Extended Term Loans may be delayed to later dates than the scheduled amortization payments of principal of the Term Loans of such Existing Term Loan Tranche Tranche, to the extent provided in the applicable Extension Amendment; (ii) the Effective Yield with respect to the Extended Term Loans (whether in the form of interest rate margin, upfront fees, original issue discount or otherwise) may be different than the Effective Yield for the Term Loans of such Existing Term Loan Tranche, in each case, to the extent provided in the applicable Extension Amendment; (iii) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the applicable Extension Amendment (immediately prior to the establishment of such Extended Term Loans); and (iv) Extended Term Loans may have mandatory prepayment terms which provide for the application of proceeds from mandatory prepayment events to be made first to prepay the Term Loans under the Existing Term Loan Tranche from which such Extended Term Loans have been converted before applying any such proceeds to prepay such Extended Term Loans; (v) Extended Term Loans may have optional prepayment terms (including call protection and terms which allow Term Loans under the relevant Existing Term Loan Tranche from which such Extended Term Loans have been converted to be optionally prepaid prior to the prepayment of such Extended Term Loansprotection) as may be agreed by Lead Borrower the Borrowers and the Lenders thereof; provided, however, that (A) no Event of Default shall have occurred and be continuing at the time a Term B Loan Extension Request is delivered to Lenders, (B) in no event shall the Maturity Date of any Extended Term Loans of a given Extension Series at the time of establishment thereof be earlier than the then Latest Maturity Date of any other Loans then outstanding hereunder, (C) the Weighted Average Life to Maturity of any Extended Term Loans of a given Extension Series at the time of establishment thereof shall be no shorter than the remaining Weighted Average Life to Maturity of any other Existing Term Loan Tranche (as originally in effect prior to any amortization or prepayments thereto) and (viD) any such Extended Term Loans may have other (and the Liens securing the same) shall be permitted by the terms (other than those described in the preceding clause (i) through (v)) that differ from those of the Existing Term Loan Tranche, ABL Credit Agreement and the Intercreditor Agreement (in each case, taken as a whole, that are not materially more favorable to the Lenders providing such Extended Term Loans than extent the provisions applicable to ABL Credit Agreement and the Existing Term Loan Tranche or as Intercreditor Agreement are otherwise reasonably satisfactory to the Administrative Agentthen in effect). Any Extended Term Loans converted amended pursuant to any Extension Request shall be designated a series (each, an “Extension Series”) of Extended Term Loans for all purposes of this Agreement; provided that, subject to the requirements set forth above, that any Extended Term Loans converted amended from an Existing Term Loan Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Extension Series with respect to such Existing Term Loan Tranche (in which case scheduled amortization with respect thereto shall be proportionately increased). Each Extension Series of Extended Term LoansLoans incurred under this Section 2.18 shall be in an aggregate principal amount that is not less than $50,000,000 and the Borrowers may impose an Extension Minimum Condition with respect to any Extension Request, which may be waived by the Borrowers in their sole discretion.

Extended Term Loans. (a) 1.1.23. Notwithstanding anything to the contrary in this Agreement, subject to the terms of this Section 2.14, Lead Borrower may at any time and from time to time request that all or a portion of any Tranche of Term Loans (each, an “Existing Term Loan Tranche”), be converted to extend the scheduled maturity date(s) of any payment of principal with respect to all or any portion of such Existing Term Loan Tranche (any such Term Loans which have been so converted, “Extended Term Loans”) and to provide for other terms consistent with this Section 2.14. In order to establish any Extended Term Loans, Lead Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Term Loan Tranche) (each, an “Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established, which shall (x) be identical as offered to each Lender under the relevant Existing Term Loan Tranche (including as to the proposed interest rates and fees payable) and (y) have the same terms as the Existing Term Loan Tranche from which such Extended Term Loans are to be converted, except that: (i) all or any of the scheduled amortization payments of principal of the Extended Term Loans may be delayed to later dates than the scheduled amortization payments of principal of the Term Loans of such Existing Term Loan Tranche to the extent provided in the applicable Extension Amendment; (ii) the Effective Yield with respect to the Extended Term Loans (whether in the form of interest rate margin, upfront fees, original issue discount or otherwise) may be different than the Effective Yield for the Term Loans of such Existing Term Loan Tranche; (iii) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the applicable Extension Amendment (immediately prior to the establishment of such Extended Term Loans); (iv) Extended Term Loans may have mandatory prepayment terms which provide for the application of proceeds from mandatory prepayment events to be made first to prepay the Term Loans under the Existing Term Loan Tranche from which such Extended Term Loans have been converted before applying any such proceeds to prepay such Extended Term Loans; (v) Extended Term Loans may have optional prepayment terms (including call protection and terms which allow Term Loans under the relevant Existing Term Loan Tranche from which such Extended Term Loans have been converted to be optionally prepaid prior to the prepayment of such Extended Term Loans) as may be agreed by Lead Borrower and the Lenders thereof and (vi) such Extended Term Loans may have other terms (other than those described in the preceding clause (i) through (v)) that differ from those of the Existing Term Loan Tranche, in each case, taken as a whole, that are not materially more favorable to the Lenders providing such Extended Term Loans than the provisions applicable to the Existing Term Loan Tranche or as are otherwise reasonably satisfactory to the Administrative Agent. Any Extended Term Loans converted pursuant to any Extension Request shall be designated a series (each, an “Extension Series”) of Extended Term Loans for all purposes of this Agreement; provided that, subject to the requirements set forth above, any Extended Term Loans converted from an Existing Term Loan Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Tranche of Term Loans.

Extended Term Loans. (a) Notwithstanding anything to the contrary in this Agreement, subject to the terms of this Section 2.14, Lead Borrower may at any time and from time to time request that all or a portion of any Tranche of Term Loans (each, an “Existing Term Loan Tranche”), be converted to extend the scheduled maturity date(s) of any payment of principal with respect to all or any portion of the principal amount of such Existing Term Loan Tranche (any such Term Loans which have been so converted, “Extended Term Loans”) and to provide for other terms consistent with this Section 2.14. In order to establish any Extended Term Loans, Lead Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Term Loan Tranche) (each, an “Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established, which shall (x) be identical as offered to each Lender under the relevant Existing Term Loan Tranche (including as to the proposed interest rates and fees payable) and (y) have the same terms as the Term Loans under the relevant Existing Term Loan Tranche from which such Extended Term Loans are to be converted, except that: (i) all or any of the scheduled amortization payments of principal of the Extended Term Loans may be delayed to later dates than the scheduled amortization payments of principal of the Term Loans of such Existing Term Loan Tranche to the extent provided in the applicable Extension Amendment; (ii) the Effective Yield with respect to the Extended Term Loans (whether in the form of interest rate margin, upfront fees, original issue discount or otherwise) may be different than the Effective Yield for the Term Loans of such Existing Term Loan TrancheTranche to the extent provided in the applicable Extension Amendment; (iii) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the applicable Extension Amendment (immediately prior to the establishment of such Extended Term Loans); (iv) Extended Term Loans may have mandatory prepayment terms which provide for the application of proceeds from mandatory prepayment events to be made first to prepay the Term Loans under the Existing Term Loan Tranche from which such Extended Term Loans have been converted before applying any such proceeds to prepay such Extended Term Loans; (v) Extended Term Loans may have optional prepayment terms (including call protection and terms which allow Term Loans under the relevant Existing Term Loan Tranche from which such Extended Term Loans have been converted to be optionally prepaid prior to the prepayment of such Extended Term Loans) as may be agreed by Lead Borrower and the Lenders thereof and (vi) such Extended Term Loans may have other terms (other than those described in the preceding clause clauses (i) through (v)) that differ from those of the Existing Term Loan Tranche, in each case, taken as a whole, that are not materially more favorable to the Lenders providing such Extended Term Loans than the provisions applicable to the Existing Term Loan Tranche or as are otherwise reasonably satisfactory to the Administrative Agent. Any Extended Term Loans converted pursuant to any Extension Request shall be designated a series (each, an “Extension Series”) of Extended Term Loans for all purposes of this Agreement; provided that, subject to the requirements set forth above, any Extended Term Loans converted from an Existing Term Loan Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Tranche of Term Loans.

Extended Term Loans. (a) Notwithstanding anything to the contrary in this Agreement, subject to the terms of this Section 2.14, Lead Borrower The Company may at any time and from time to time request that all or a portion of any Tranche of the Term Loans of any Class (each, an “Existing Term Loan TrancheClass”), ) be converted to extend the scheduled maturity date(s) of any payment of principal with respect to all or any a portion of any principal amount of such Existing Term Loan Tranche Loans (any such Term Loans which have been so converted, “Extended Term Loans” and the commitment of a Lender, if any, to make or otherwise fund an Extended Term Loan, an “Extended Term Loan Commitment”) and to provide for other terms consistent with this Section 2.142.25. In order to establish any Extended Term Loans, Lead Borrower the Company shall provide a notice to the Administrative Agent (who which shall provide a copy of such notice to each of the Lenders under of the applicable Existing Term Loan TrancheClass) (each, an “Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established, established which shall (x) be substantially identical as offered to each Lender under the relevant Existing Term Loan Tranche (including as to the proposed interest rates and fees payable) and (y) have the same terms as Term Loans of the Existing Term Loan Tranche Class from which such Extended Term Loans they are to be converted, converted except that: (ix) all or any of the scheduled amortization payments of principal of the Extended Term Loans Loan Installment Dates may be delayed to later dates than (which, for the avoidance of doubt, shall be no earlier than) the scheduled amortization payments of principal Installment Dates of the Term Loans of such Existing Term Loan Tranche Class (with any such delay resulting in a corresponding adjustment to the extent provided scheduled amortization payments reflected in Section 2.12 or in the applicable Extension Amendment; , as the case may be, with respect to the Existing Class of Term Loans from which such Extended Term Loans were converted (iiwhich, for the avoidance of doubt, shall be no earlier than the scheduled amortization of the Existing Class of Term Loans), in each case as more particularly set forth in paragraph (c) of this Section 2.25 below), (y) (A) the Effective Yield interest margins with respect to the Extended Term Loans (whether in the form of interest rate margin, upfront fees, original issue discount or otherwise) may be different higher than the Effective Yield interest margins for the Term Loans of such Existing Term Loan Tranche; Class and/or (iiiB) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the applicable Extension Amendment (immediately prior to the establishment of such Extended Term Loans); (iv) Extended Term Loans may have mandatory prepayment terms which provide for the application of proceeds from mandatory prepayment events to be made first to prepay the Term Loans under the Existing Term Loan Tranche from which such Extended Term Loans have been converted before applying any such proceeds to prepay such Extended Term Loans; (v) Extended Term Loans may have optional prepayment terms (including call protection and terms which allow Term Loans under the relevant Existing Term Loan Tranche from which such Extended Term Loans have been converted to be optionally prepaid prior to the prepayment of such Extended Term Loans) as additional fees may be agreed by Lead Borrower and the Lenders thereof and (vi) such Extended Term Loans may have other terms (other than those described in the preceding clause (i) through (v)) that differ from those of the Existing Term Loan Tranche, in each case, taken as a whole, that are not materially more favorable payable to the Lenders providing such Extended Term Loans than in addition to or in lieu of any increased margins contemplated by the provisions applicable to the Existing Term Loan Tranche or as are otherwise reasonably satisfactory to the Administrative Agent. Any Extended Term Loans converted pursuant to any Extension Request shall be designated a series preceding clause (eachA), an “Extension Series”) of Extended Term Loans for all purposes of this Agreement; provided that, subject to the requirements set forth above, any Extended Term Loans converted from an Existing Term Loan Tranche mayin each case, to the extent provided in the applicable Extension AmendmentAmendment and (z) the mandatory prepayment rights of the Extended Term Loans and such Existing Class may be different so long as the portion (if any) of the proceeds thereof to which such Extended Term Loans are entitled is no greater than the proportion of such proceeds to which the Existing Class is entitled for so long as such Existing Class is outstanding; provided, that, notwithstanding anything to the contrary in this Section 2.25 or otherwise, (A) no Extended Term Loans of any Extension Series shall be designated as an increase in prepaid pursuant to Section 2.14 from any previously established Tranche Debt Incurrence Prepayment Event until all outstanding New Term Loans have been repaid and (B) no Extended Term Loans may be voluntarily prepaid prior to the date on which the Existing Class of Term LoansLoans from which they were converted are repaid in full except in accordance with the last proviso of Section 2.15(a). No Lender shall have any obligation to agree to have any of its Term Loans of any Existing Class converted into Extended Term Loans pursuant to any Extension Request. Any Extended Term Loans of any Extension Series shall constitute a separate Class of Term Loans from the Existing Class of Term Loans from which they were converted.