Extension Amendment. Extended Term Loans shall be established pursuant to an amendment (each, an “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 [Section 2.14(a)] above (but which shall not require the consent of any other Lender). The effectiveness of any Extension Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in [Section 4.02] and, to the extent reasonably requested by the Administrative Agent or the Required Lenders, receipt by the Administrative Agent of # legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Closing Date, other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and the Required Lenders, and # reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent or the Required Lenders in order to ensure that the Extended Term Loans are provided with the benefit of the applicable Loan Documents. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension Amendment. Each of the parties hereto hereby agrees that this Agreement and the other Loan Documents may be amended pursuant to an Extension Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to # reflect the existence and terms of the Extended Term Loans incurred pursuant thereto, # modify the scheduled repayments set forth in Section 2.07 with respect to any Existing Term Loan Tranche subject to an Extension Election to reflect a reduction in the principal amount of the Term Loans thereunder in an amount equal to the aggregate principal amount of the Extended Term Loans amended pursuant to the applicable Extension (with such amount to be applied ratably to reduce scheduled repayments of such Term Loans required pursuant to Section 2.07), # modify the prepayments set forth in Section 2.05 to reflect the existence of the Extended Term Loans and the application of prepayments with respect thereto, # make such other changes to this Agreement and the other Loan Documents consistent with the provisions and intent of the second paragraph of [Section 10.01] (without the consent of the Required Lenders called for therein) and # effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, the Required Lenders and the Borrower, to effect the provisions of this [Section 2.14], and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Extension Amendment.

Extension Amendment. Extended Term Loans and Extended Revolving Credit Commitments shall be established pursuant to an amendment (each, an “Extension Amendment”) to this Agreement among the Borrower, the Administrative Agent and each Extending Term Lender or Extending Revolving Credit Lender, as applicable, providing an Extended Term Loan or Extended Revolving Credit Commitment, as applicable, thereunder, which shall be consistent with the provisions set forth in [Section 2.14(Sections ‎2.18(a)] above or (b) above, respectively (but which shall not require the consent of any other Lender). The effectiveness of any Extension Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in [Section 4.02] and, to the extent reasonably requested by the Administrative Agent or the Required Lenders, receipt by the Administrative Agent of # legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Closing Date, other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinionDate reasonably satisfactory to the Administrative Agent and the Required Lenders, and # reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent or the Required Lenders in order to ensure that the Extended Term Loans or Extended Revolving Credit Commitments, as applicable, are provided with the benefit of the applicable Loan Documents. The Borrower may, at its election, specify as a condition to consummating any Extension Amendment that a minimum amount (to be determined and specified in the relevant Extension Request in the Borrower’s sole discretion and as may be waived by the Borrower) of Term Loans, Revolving Credit Commitments or Incremental Increases with respect to Revolving Credit Commitments (as applicable) of any or all applicable Classes be tendered. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension Amendment. Each of the parties hereto hereby agrees that this Agreement and the other Loan Documents may be amended pursuant to an Extension Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to # reflect the existence and terms of the Extended Term Loans or Extended Revolving Credit Commitments, as applicable, incurred pursuant thereto, # modify the scheduled repayments set forth in ‎[Section 2.0707] with respect to any Existing Term Loan Tranche subject to an Extension Election to reflect a reduction in the principal amount of the Term Loans thereunder in an amount equal to the aggregate principal amount of the Extended Term Loans amended pursuant to the applicable Extension (with such amount to be applied ratably to reduce scheduled repayments of such Term Loans required pursuant to ‎[Section 2.07)07]), # modify the prepayments set forth in ‎[Section 2.0505] to reflect the existence of the Extended Term Loans and the application of prepayments with respect thereto, # make such other changes to this Agreement and the other Loan Documents consistent with the provisions and intent of the second paragraph of [Section 10.01] (without the consent of the Required Lenders called for therein)thereto and # effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, the Required LendersAgent and the Borrower, to effect the provisions of this [Section‎[Section 2.14]18], and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Extension Amendment.

Extension Amendment. ExtendedExtending Term Loans and Extending Revolving Credit Commitments shall be established pursuant to an amendment (each, an “Extension Amendment”) to this Agreement among the Borrower, the Administrative Agent and each Extending Term Lender or Extending Revolving Credit Lender, as applicable, providing an ExtendedExtending Term Loan or Extending Revolving Credit Commitment, as applicable, thereunder, which shall be consistent with the provisions set forth in [Section 2.14(Sections ‎2.16(a)] above or ‎(b) above, respectively (but which shall not require the consent of any other Lender). The effectiveness of any Extension Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in [Section‎[Section 4.02]02(i)] and, to the extent reasonably requested by the Administrative Agent or the Required Lenders,Agent, receipt by the Administrative Agent of # legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Closing Date,Date other than changes to such legal opinionsopinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and the Required Lenders, and # reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent or the Required Lenders in order to ensure that the ExtendedExtending Term Loans or Extending Revolving Credit Commitments, as applicable, are provided with the benefit of the applicable Loan Documents. The Borrower may, at its election, specify as a condition to consummating any Extension Amendment that a minimum amount (to be determined and specified in the relevant Extension Request in the Borrower’s sole discretion and as may be waived by the Borrower) of Term Loans, Revolving Credit Commitments or Incremental Revolving Credit Commitments (as applicable) of any or all applicable Classes be tendered. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension Amendment. Each of the parties hereto hereby agrees that this Agreement and the other Loan Documents may be amended pursuant to an Extension Amendment, without the consent of any other Lenders,​, to the extent (but only to the extent) necessary to # reflect the existence and terms of the ExtendedExtending Term Loans or Extending Revolving Credit Commitments, as applicable, incurred pursuant thereto, # modify the scheduled repayments set forth in Section‎Section 2.07 with respect to any Existing Term Loan Tranche subject to an Extension Election to reflect a reduction in the principal amount of the Term Loans thereunder in an amount equal to the aggregate principal amount of the ExtendedExtending Term Loans amended pursuant to the applicable Extension (with such amount to be applied ratably to reduce scheduled repayments of such Term Loans required pursuant to Section‎Section 2.07), # modify the prepayments set forth in Section‎Section 2.05 to reflect the existence of the ExtendedExtending Term Loans and the application of prepayments with respect thereto, # make such other changes to this Agreement and the other Loan Documents consistent with the provisions and intent of the second paragraph of [Section‎[Section 10.01] (without the consent of the Required Lenders​ called for therein) and # effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, the Required LendersAgent and the Borrower, to effect the provisions of this [Section‎Section 2.14],16, and the Required Lenders​ hereby expressly authorize the Administrative Agent to enter into any such Extension Amendment.

Extension Amendment. Extended Term Loans shall be established pursuant to an amendment (each, an “Extension Amendment”) to this Agreement among the Borrower,Amendments. The Lenders hereby irrevocably authorize the Administrative Agent and each Extending Term Lender providing an Extended Term Loan thereunder, which shall be consistent with the provisions set forth in [Section 2.14(a)] above (but which shall not require the consent of any other Lender). The effectiveness of any Extension Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in [Section 4.02] and, to the extent reasonably requested by the Administrative Agent or the Required Lenders, receipt by the Administrative Agent of # legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Closing Date, other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and the Required Lenders, and # reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent or the Required Lenders in order to ensure that the Extended Term Loans are provided with the benefit of the applicable Loan Documents. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension Amendment. Each of the parties hereto hereby agrees that this Agreement and the other Loan Documents may be amended pursuant to an Extension Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to # reflect the existence and terms of the Extended Term Loans incurred pursuant thereto, # modify the scheduled repayments set forth in Section 2.07 with respect to any Existing Term Loan Tranche subject to an Extension Election to reflect a reduction in the principal amount of the Term Loans thereunder in an amount equal to the aggregate principal amount of the Extended Term Loans amended pursuant to the applicable Extension (with such amount to be applied ratably to reduce scheduled repayments of such Term Loans required pursuant to Section 2.07), # modify the prepayments set forth in Section 2.05 to reflect the existence of the Extended Term Loans and the application of prepayments with respect thereto, # make such other changes to this Agreement and the other Loan Documents consistent with the provisions and intent of the second paragraph of [Section 10.01] (without the consent of the Required Lenders called for therein) and # effect such otherenter into amendments to this Agreement and the other Loan Documents (an “Extension Amendment”) with the Borrowers as may be necessary in order to establish new tranches in respect of Extended Commitments (and related Extended Loans) and such technical amendments as may be necessary or appropriate,appropriate in the reasonable opinion of the Administrative Agent, the Required LendersAgent and the Borrower,Borrowers in connection with the establishment of such new tranches, in each case, on terms consistent with this Section 2.22. This Section 2.22 supersedes any provisions in Section 10.08 to effect the provisionscontrary. Except as otherwise set forth in an Extension Offer, there will be no conditions to the effectiveness of an Extension Amendment. Extensions will not constitute a voluntary or mandatory payment or prepayment for purposes of this [Section 2.14], and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Extension Amendment.Agreement.

Extension Amendment. Extended Term Loans shall be established pursuant to an amendment (each, an “Extension Amendment”) to this Agreement among the Borrower,Amendments. The Lenders hereby irrevocably authorize the Administrative Agent and each Extending Term Lender providing an Extended Term Loan thereunder, which shall be consistent with the provisions set forth in [Section 2.14(a)[[Agent:Organization]] above (but which shall not require the consent of any other Lender). The effectiveness of any Extension Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in [Section 4.02] and, to the extent reasonably requested by the Administrative Agent or the Required Lenders, receipt by the Administrative Agent of # legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Closing Date, other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and the Required Lenders, and # reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent or the Required Lenders in order to ensure that the Extended Term Loans are provided with the benefit of the applicable Loan Documents. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension Amendment. Each of the parties hereto hereby agrees that this Agreement and the other Loan Documents may be amended pursuant to an Extension Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to # reflect the existence and terms of the Extended Term Loans incurred pursuant thereto, # modify the scheduled repayments set forth in Section 2.07 with respect to any Existing Term Loan Tranche subject to an Extension Election to reflect a reduction in the principal amount of the Term Loans thereunder in an amount equal to the aggregate principal amount of the Extended Term Loans amended pursuant to the applicable Extension (with such amount to be applied ratably to reduce scheduled repayments of such Term Loans required pursuant to Section 2.07), # modify the prepayments set forth in Section 2.05 to reflect the existence of the Extended Term Loans and the application of prepayments with respect thereto, # make such other changes to this Agreement and the other Loan Documents consistent with the provisions and intent of the second paragraph of [Section 10.01] (without the consent of the Required Lenders called for therein) and # effect such otherenter into amendments to this Agreement and the other Loan Documents (an “Extension Amendment”) as may be necessary or appropriate,appropriate in order to establish new tranches in respect of Extended Loans and Extended Commitments and such amendments as permitted by [clause (c)] below as may be necessary or appropriate in the reasonable opinion of the ​, in consultation with the Administrative Agent,​, in connection with the Required Lenders andestablishment of such new tranches of Loans. This Section 2.18 shall supersede any provisions in [Section 2.15 or 11.01] to the Borrower,contrary. Except as otherwise set forth in an Extension Offer, there will be no conditions to effect the provisionseffectiveness of an Extension Amendment. Extensions will not constitute a voluntary or mandatory payment or prepayment for purposes of this [Section 2.14], and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Extension Amendment.Agreement.

Extension Amendment. Extended Term Loans shall be established pursuant to an amendment (each, an “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 [Section 2.14(a)] above (but which shall not require the consent of any other Lender). The effectiveness of any Extension Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in [Section 4.02] and, to the extent reasonably requested by the Administrative Agent or the Required Lenders, receipt by the Administrative Agent of # legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Closing Date, other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and the Required Lenders, and # reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent or the Required Lenders in order to ensure that the Extended Term Loans are provided with the benefit of the applicable Loan Documents. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension Amendment. Each of the parties hereto hereby agrees that this Agreement and the other Loan Documents may be amended pursuant to an Extension Amendment, without the consent of any Agent or any other Lenders,​, to the extent (but only to the extent) necessary to # reflect the existence and terms of the Extended Term Loans or Extended Revolving Credit Commitments, as applicable, incurred pursuant thereto, # modify the scheduled repayments set forth in Section 2.07 with respect to any Existing Term Loan Tranche subject to an Extension Election to reflect a reduction in the principal amount of the Term Loans thereunder in an amount equal to the aggregate principal amount of the Extended Term Loans amended pursuant to the applicable Extension (with such amount to be applied ratably to reduce scheduled repayments of such Term Loans required pursuant to Section 2.07), # modify the prepayments set forth in Section 2.05 to reflect the existence of the Extended Term Loans and the application of prepayments with respect thereto, # make such other changes to this Agreement and the other Loan Documents consistent with the provisions and intent of the second paragraph of [SectionSection 10.01]01 (without the consent of any Agent and the Required Lenders​ called for therein) and # effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, the Required Lenders and theLead Borrower, to effect the provisions of this [SectionSection 2.14], and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Extension Amendment.16.

Extension Amendment. Extended Term Loans or Extended Revolving Commitments, as applicable, shall be established pursuant to an amendment (each, an(an “Extension Amendment”) to this Agreement among(which, except to the Borrower,extent expressly contemplated by the Administrative Agentpenultimate sentence of this [Section 2.22(c)] and each Extending Term Lender providing an Extended Term Loan thereunder, which shall be consistent withnotwithstanding anything to the provisionscontrary set forth in [Section 2.14(a)] above (but which9.02], shall not require the consent of any Lender other Lender). The effectiveness of any Extension Amendment shall be subjectthan the Extending [[Organization A:Organization]] with respect to the satisfaction on the date thereof of each of the conditions set forth in [Section 4.02] and, to the extent reasonably requestedExtended Term Loans or Extended Revolving Commitments, as applicable, established thereby) executed by the Administrative Agent or the Required Lenders, receipt by the Administrative Agent of # legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Closing Date, other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory toLoan Parties, the Administrative Agent and the Required Lenders,Extending [[Organization A:Organization]]. In addition to any terms and changes required or permitted by [Section 2.22(a)], each Extension Amendment # reaffirmation agreements and/or such amendmentsshall amend the scheduled amortization payments pursuant to the Collateral Documents as may be reasonably requested byapplicable Incremental Facility Agreement with respect to the Administrative Agent or the Required Lenders in order to ensure thatExisting Class of Term Loans from which the Extended Term Loans are provided withwere converted to reduce each scheduled repayment amount for the benefitExisting Term Loan Class in the same proportion as the amount of Term Loans of the applicableExisting Term Loan Documents. The Administrative AgentClass is to be converted pursuant to such Extension Amendment (it being understood that the amount of any repayment amount payable with respect to any individual Term Loan of such Existing Class that is not an Extended Term Loan shall promptly notify each Lendernot be reduced as a result thereof) and # may amend this Agreement to ensure ratable participation in Letters of Credit between Extended Revolving Commitments and Existing Revolving Commitments. Notwithstanding anything to the effectivenesscontrary in this [Section 2.22] and without limiting the generality or applicability of each[Section 9.02] to any [Section 2.22] Additional Amendments, any Extension Amendment. Each of the parties hereto hereby agrees thatAmendment may provide for additional terms and/or additional amendments other than those referred to or contemplated above (any such additional amendment, a “[Section 2.22] Additional Amendment”) to this Agreement and the other Loan Documents may be amendedDocuments; provided that such [Section 2.22] Additional Amendments do not become effective prior to the time that such [Section 2.22] Additional Amendments have been consented to (including, pursuant to an Extension Amendment, without the consent# consents applicable to holders of Incremental Term Loans and Incremental Revolving Commitment Increases provided for in any other Lenders,Incremental Facility Agreement and # consents applicable to the extent (but only to the extent) necessary to # reflect the existence and termsholders of theany Extended Term Loans incurred pursuant thereto, # modify the scheduled repayments set forthor Extended Revolving Commitments provided for in Section 2.07 with respect to any Existing Term Loan Tranche subject to an Extension Election to reflect a reduction in the principal amountAmendment) by such of the Term Loans thereunder[[Organization A:Organization]], Loan Parties and other parties (if any) as may be required in an amount equalorder for such [Section 2.22] Additional Amendments to become effective in accordance with [Section 9.02]. It is understood and agreed that each Lender hereunder has consented, and shall at the aggregate principal amount of the Extended Term Loans amended pursuanteffective time thereof be deemed to the applicable Extension (with such amountconsent to be applied ratably to reduce scheduled repayments of such Term Loans required pursuant to Section 2.07), # modify the prepayments set forth in Section 2.05 to reflect the existence of the Extended Term Loans and the application of prepayments with respect thereto, # make such other changeseach amendment to this Agreement and the other Loan Documents consistentauthorized by this [Section 2.22] and the arrangements described above in connection therewith except that the foregoing shall not constitute a consent on behalf of any Lender to the terms of any [Section 2.22] Additional Amendment. In connection with any Extension Amendment, the provisions and intentBorrower shall deliver an opinion of counsel reasonably acceptable to the second paragraphAdministrative Agent # as to the enforceability of [Section 10.01] (without the consent of the Required Lenders called for therein) and # effect such other amendments toExtension Amendment, this Agreement as amended thereby, and such of the other Loan Documents (if any) as may be necessaryamended thereby (in the case of such other Loan Documents as contemplated by the immediately preceding sentence), # to the effect that such Extension Amendment, including the Extended Term Loans or appropriate, inExtended Revolving Commitments provided for therein, does not conflict with or violate the reasonable opinion of the Administrative Agent, the Required Lendersterms and the Borrower, to effect the provisions of [Section 9.02] of this [Section 2.14],Agreement and the Required Lenders hereby expressly authorize# covering such other matters as the Administrative Agent to enter into any such Extension Amendment.may reasonably request in connection therewith.

Extension Amendment. Extended Term LoansThe Borrower and each Extending Lender shall be established pursuantexecute and deliver to the Administrative Agent an amendment (each, an “Extension Amendment”) to this Agreement among the Borrower,(an “Extension Amendment”) and such other documentation as the Administrative Agent shall reasonably specify to evidence the Extended Commitments or Extended Loans of such Extending Lender. Each Extension Amendment shall specify the terms of the applicable Extended Commitments or Extended Loans; provided that # the terms applicable to such Extended Loans (other than provisions relating to original issue discount, upfront fees, interest rates and each Extendingany other pricing terms and, subject to clauses (ii) and (iii) of this proviso, optional prepayment, mandatory prepayment (with respect to Term Lender providing an ExtendedLoans), amortization (with respect to Term Loan thereunder,Loans) or redemption terms or final maturity date, which shall be consistent withas agreed between the provisions set forthBorrower and the Lenders providing such Extended Loans) shall (when taken as a whole and as determined by the Borrower in [Section 2.14(a)] above (but which shallgood faith) be substantially similar to, or not requirematerially less favorable to the consentBorrower than, the terms, taken as a whole, applicable to the existing Class of Loans or Commitments being extended (except to the extent such covenants and other terms apply solely to any period after the Maturity Date then in effect of the existing Class of Loans being extended or are otherwise reasonably acceptable to the Administrative Agent), # the final maturity date of any other Lender). TheExtended Loans and Extended Commitments shall be no earlier than ninety-one (91) days after the Latest Maturity Date in effect with respect to such Class as such offer relates on the date of incurrence, # the Weighted Average Life to Maturity of any Extended Loans and Extended Commitments shall be no shorter than the remaining Weighted Average Life to Maturity of the Class of Loans to which such offer relates, # any Extended Loans in the form of Term Loans may participate on a pro rata basis or a less than pro rata basis (but not a greater than pro rata basis) than the Initial Term Loans in any mandatory prepayment hereunder, and # before and after giving effect to the Extension Amendment, no Event of Default shall have occurred and be continuing. Upon the effectiveness of any Extension AmendmentAmendment, this Agreement shall be subject to the satisfaction on the date thereof of each of the conditions set forth in [Section 4.02] and, to the extent reasonably requested by the Administrative Agent or the Required Lenders, receipt by the Administrative Agent of # legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Closing Date, other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and the Required Lenders, and # reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent or the Required Lenders in order to ensure that the Extended Term Loans are provided with the benefit of the applicable Loan Documents. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension Amendment. Each of the parties hereto hereby agrees that this Agreement and the other Loan Documents may be amended pursuant to an Extension Amendment, without the consent of any other Lenders,Lenders to the extent (but only to the extent) necessary to # reflect the existence and terms of the Extended Term Loans incurred pursuant thereto, # modify the scheduled repayments set forthor Extended Commitments evidenced thereby as provided for in Section 2.07 with respect to any Existing Term Loan Tranche subject to an Extension Election to reflect a reduction in the principal amount of the Term Loans thereunder in an amount equal to the aggregate principal amount of the Extended Term Loans amended pursuant to the applicable Extension (with9.02. Any such amount to be applied ratably to reduce scheduled repayments of such Term Loans required pursuant to Section 2.07), # modify the prepayments set forth in Section 2.05 to reflect the existence of the Extended Term Loans and the application of prepayments with respect thereto, # make such other changes to this Agreement and the other Loan Documents consistent with the provisions and intent of the second paragraph of [Section 10.01] (without the consent of the Required Lenders called for therein) and # effect such other amendments to this Agreement and the other Loan Documents asdeemed amendment may be necessary or appropriate,memorialized in the reasonable opinion of the Administrative Agent, the Required Lenders and the Borrower, to effect the provisions of this [Section 2.14], and the Required Lenders hereby expressly authorizewriting by the Administrative Agent with the Borrower’s consent (not to enter into any such Extension Amendment.be unreasonably withheld) and furnished to the other parties hereto.

Extension Amendment.with this Section 2.16. In order to establish any Extended Term LoansLoans, the Lead Borrower shall be established pursuant to an amendment (each, an “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 [Section 2.14(a)] above (but which shall not require the consent of any other Lender). The effectiveness of any Extension Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in [Section 4.02] and, to the extent reasonably requested by the Administrative Agent or the Required Lenders, receipt by the Administrative Agent of # legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Closing Date, other than changes to such legal opinions resulting fromprovide a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactorynotice to the Administrative Agent and the Required Lenders, and # reaffirmation agreements and/or(who shall provide a copy of such amendmentsnotice to the Collateral Documents as may be reasonably requested by the Administrative Agent or the Required Lenders in order to ensure that the Extended Term Loans are provided with the benefiteach of the ​ under the applicable Existing Term Loan Documents. The Administrative Agent shall promptly notify each Lender as toTranche) (each, a “Term Loan Extension Request”) setting forth the effectiveness of each Extension Amendment. Each of the parties hereto hereby agrees that this Agreement and the other Loan Documents may be amended pursuant to an Extension Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to # reflect the existence andproposed terms of the Extended Term Loans incurred pursuant thereto,to be established, which shall # modifybe identical as offered to each Lender under such Existing Term Loan Tranche (including as to the proposed interest rates and fees payable) and offered pro rata to each Lender under such Existing Term Loan Tranche and # be identical to the Term Loans under the Existing Term Loan Tranche from which such Extended Term Loans are to be amended, except that: # all or any of the scheduled repayments set forthamortization 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 Section 2.07the applicable Extension Amendment; # the Effective Yield with respect to the Extended Term Loans 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; # 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 Extension Amendment (immediately prior to the establishment of such Extended Term Loans); and # Extended Term Loans may have prepayment premiums or call protection as may be agreed by the Lead Borrower and the ​ thereof; provided that no Extended Term Loans may be optionally prepaid prior to the date on which the Term Loans under the Existing Term Loan Tranche from which such Extended Term Loans were amended are repaid in full, unless such optional prepayment is accompanied by at least a pro rata optional prepayment of such Existing Term Loan Tranche; provided, further, that # subject to the Permitted Earlier Maturity Indebtedness Exception, 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 then Latest Maturity Date of any Existing Term Loan Tranche hereunder, # subject to anthe Permitted Earlier Maturity Indebtedness Exception, the Weighted Average Life to Maturity of any Extended Term Loans of a given Term Loan Extension ElectionSeries at the time of establishment thereof shall be no shorter (other than by virtue of amortization or prepayment of such Indebtedness prior to reflectthe time of incurrence of such Extended Term Loans) than the remaining Weighted Average Life to Maturity of the applicable Existing Term Loan Tranche, # all documentation in respect of such Extension Amendment shall be consistent with the foregoing and # any Extended Term Loans may participate on a reductionpro rata basis or less than a pro rata basis (but not greater than a pro rata basis) in any mandatory repayments or prepayments hereunder, in each case as specified in the principal amount of therespective Term Loans thereunder in an amount equal to the aggregate principal amount of theLoan Extension Request. Any Extended Term Loans amended pursuant to any Term Loan Extension Request shall be designated a series (each, a “Term Loan Extension Series”) of Extended Term Loans for all purposes of this Agreement; provided that any Extended Term Loans amended from an Existing Term Loan Tranche may, to the extent provided in the applicable Extension (withAmendment, be designated as an increase in any previously established Term Loan Extension Series with respect to such amount to be applied ratably to reduce scheduled repaymentsExisting Term Loan Tranche. Each Term Loan Extension Series of such Term Loans required pursuant to Section 2.07), # modify the prepayments set forth in Section 2.05 to reflect the existence of the Extended Term Loans and the application of prepayments with respect thereto, # make such other changes toincurred under this Agreement and the other Loan Documents consistent with the provisions and intent of the second paragraph of [Section 10.01] (without the consent of the Required Lenders called for therein) and # effect such other amendments to this Agreement and the other Loan Documents as maySection 2.16 shall be necessary or appropriate, in the reasonable opinion of the Administrative Agent, the Required Lenders and the Borrower, to effect the provisions of this [Section 2.14], and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Extension Amendment.an aggregate principal amount that is not less than $5,000,000.

No consent of any Lender or the Administrative Agent shall be required to effectuate any Extension, other than the consent of each Lender agreeing to such Extension Amendment.with respect to one or more of its Term Loans (or a portion thereof). All Extended Term Loans and all obligations in respect thereof shall be established pursuant to an amendment (each, an “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 [Section 2.14(a)] above (but which shall not require the consent of any other Lender). The effectiveness of any Extension Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in [Section 4.02] and, to the extent reasonably requested by the Administrative Agent or the Required Lenders, receipt by the Administrative Agent of # legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Closing Date, other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and the Required Lenders, and # reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent or the Required Lenders in order to ensure that the Extended Term Loans are provided with the benefit of the applicable Loan Documents. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension Amendment. Each of the parties hereto hereby agrees thatObligations under this Agreement and the other Loan Documents may be amended pursuant to an Extension Amendment, without the consent of anythat are equal in priority with all other Lenders, to the extent (but only to the extent) necessary to # reflect the existence and terms of the Extended Term Loans incurred pursuant thereto, # modify the scheduled repayments set forth in Section 2.07 with respect to any Existing Termapplicable Loan Tranche subject to an Extension Election to reflect a reduction in the principal amount of the Term Loans thereunder in an amount equal to the aggregate principal amount of the Extended Term Loans amended pursuant to the applicable Extension (with such amount to be applied ratably to reduce scheduled repayments of such Term Loans required pursuant to Section 2.07), # modify the prepayments set forth in Section 2.05 to reflect the existence of the Extended Term Loans and the application of prepayments with respect thereto, # make such other changes toObligations under this Agreement and the other Loan Documents consistent withDocuments. The ​ hereby irrevocably authorize the provisions and intent of the second paragraph of [Section 10.01] (without the consent of the Required Lenders called for therein) and # effect such otherAdministrative Agent to enter into amendments to this Agreement and the other Loan Documents with the Borrower as may be necessary in order to establish new tranches or appropriate,sub-tranches in respect of Term Loans so extended and such technical amendments as may be necessary in the reasonable opinion of the Administrative Agent, the Required LendersAgent and the Borrower, to effectBorrower in connection with the provisionsestablishment of such new tranches or sub-tranches, in each case on terms consistent with this [Section 2.14], and the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Extension Amendment.Section.