Common use of Expiration or Extension of Commitments Clause in Contracts

Expiration or Extension of Commitments. (a) the Seller may -------------------------------------- request the extension of any Committed Purchaser's Commitment Expiry Date for an additional three hundred and sixty four (364) days from time to time by providing the applicable Funding Agent with a written request for such extension no fewer than forty-five (45) days, but no more than sixty (60) days prior to such Committed Purchaser's Commitment Expiry Date then in effect. The related Funding Agent shall provide written notice to each other Funding Agent and the Seller on or prior to the thirtieth (30th) day (the "Consent Date") following ------------ the applicable Funding Agent's actual receipt of such written request for extension of its desire to extend (any such Committed Purchaser an "Extending --------- Committed Purchaser") or not to so extend (any such Committed Purchaser a ------------------- "Non-Extending Committed Purchaser") such date. --------------------------------- (b) If Committed Purchasers holding less than 100% of the aggregate Commitment of all Commitments consent to such extension, then the Seller may elect by written notice to the Funding Agents to either: (i) continue this receivables financing facility for such additional period with an aggregate Commitment equal to the then effective aggregate Commitment less the Commitment of the Non-Extending Committed Purchaser(s); or (ii) require any such Non-Extending Committed Purchaser(s) and the related CP Conduit Purchaser(s) to execute a Transfer Supplement in accordance with Section 5.3 with respect to all of such Non-Extending ----------- Committed Purchaser(s)' Commitment and their other interests, rights and obligations under this Agreement to a Purchaser who consents thereto (in its sole discretion at such time) and shall assume such obligations upon its consent to assume such obligations; provided that (x) no such -------- assignment shall conflict with any law, (y) such assignment shall be at the Seller's cost and expense, and (z) the purchase price to be paid to such Non- Extending Committed Purchaser shall be an amount equal to the Net Investment and accrued and unpaid Discount and Fees attributable to such Non-Extending Committed Purchaser and/or CP Conduit Purchaser. Notwithstanding anything in this Agreement to the contrary, such a transfer of a Non-Extending Committed Purchaser's interest and the related CP Conduit Purchaser's interest pursuant to a Transfer Supplement shall be subject to the consent of the Funding Agents (not to be unreasonably withheld).

Expiration or Extension of Commitments. (a) the Seller The Transferor may -------------------------------------- request the extension of any Committed Purchaser's Commitment Expiry Date for an additional three hundred and sixty four (364) days from time to time by RECEIVABLES TRANSFER AGREEMENT providing the applicable Funding Administrative Agent with a written request for such extension no fewer than forty-five (45) days, but no more than sixty (60) days prior to such Committed Purchaser's Commitment Expiry Date then in effect. The Each CP Conduit Purchaser, each related Funding Agent and each related Committed Purchaser shall provide written notice to each other Funding the Administrative Agent and the Seller on or prior to the thirtieth (30th) day (the "Consent Date") following ------------ before the applicable Funding AgentCommitted Purchaser's actual receipt of such written request for extension Commitment Expiry Date then in effect of its desire to extend (any such Committed Purchaser an "Extending --------- Committed Purchaser") or not to so extend (any such Committed Purchaser a ------------------- "Non-Extending Committed Purchaser") such date. ---------------------------------. (b) If Committed Purchasers holding less than 100% of the aggregate Aggregate Commitment of all Commitments consent to such extension, then the Seller Transferor may elect by written notice to the Funding Agents Administrative Agent and Committed Purchasers to either: (i) continue this the receivables financing facility for such additional period with an aggregate Aggregate Commitment equal to the then effective aggregate Aggregate Commitment less the Commitment of the Non-Extending Committed Purchaser(s); or (ii) require any such Non-Extending Committed Purchaser(s) and the related CP Conduit Purchaser(s) to execute a Transfer Supplement in accordance with Section 5.3 10.06 hereof with respect to all of such Non-Extending ----------- Committed Purchaser(s)' Commitment and their other interestsinterest, rights and obligations under this Agreement to a Purchaser who consents thereto (in its sole discretion at such time) and shall assume such obligations upon its consent to assume such obligations; provided that (x) no such -------- assignment shall conflict with any law, (y) such assignment shall be at the SellerTransferor's cost and expense, and (z) the purchase price to be paid to such Non- Non-Extending Committed Purchaser shall be an amount equal to the Net Investment and accrued and unpaid Discount and Fees attributable to such Non-Extending Committed Purchaser and/or CP Conduit Purchaser. The Administrative Agent shall provide a written list of the Extending Committed Purchasers and Non-Extending Committed Purchasers to the Transferor and Committed Purchasers promptly (but in no event more than three (3) Business Days) following the Consent Date. Notwithstanding anything in this Agreement to the contrary, such a transfer of a Non-Extending Committed Purchaser's interest and the related CP Conduit Purchaser's interest pursuant to a Transfer Supplement shall be subject to the consent of the Funding Agents (not to be unreasonably withheld)Administrative Agent.

Expiration or Extension of Commitments. (a) the Seller The Transferor may -------------------------------------- request the extension of any Committed Purchaser's Commitment Expiry Date for an additional three hundred and sixty four (364) days from time to time by providing the applicable Funding Administrative Agent with a written request for such extension no fewer than forty-five (45) days, but no more than sixty (60) days prior to such Committed Purchaser's Commitment Expiry Date then in effect. The Each CP Conduit Purchaser, each related Funding Agent and each related Committed Purchaser shall provide written notice to each other Funding the Administrative Agent and the Seller on or prior to the thirtieth (30th) day (the "Consent Date") following ------------ before the applicable Funding AgentCommitted Purchaser's actual receipt of such written request for extension Commitment Expiry Date then in effect of its desire to extend (any such Committed Purchaser an "Extending --------- Committed Purchaser") or not to so extend (any such Committed Purchaser a ------------------- "Non-Extending Committed Purchaser") such date. ---------------------------------. (b) If Committed Purchasers holding less than 100% of the aggregate Aggregate Commitment of all Commitments consent to such extension, then the Seller Transferor may elect by written notice to the Funding Agents Administrative Agent and Committed Purchasers to either: (i) continue this the receivables financing facility for such additional period with an aggregate Aggregate Commitment equal to the then effective aggregate Aggregate Commitment less the Commitment of the Non-Extending Committed Purchaser(s); or (ii) require any such Non-Extending Committed Purchaser(s) and the related CP Conduit Purchaser(s) to execute a Transfer Supplement in accordance with Section 5.3 10.06 hereof with respect to all of such Non-Extending ----------- Committed Purchaser(s)' Commitment and their other interestsinterest, rights and obligations under this Agreement to a Purchaser who consents thereto (in its sole discretion at such time) and shall assume such obligations upon its consent to assume such obligations; provided that (x) no such -------- assignment shall conflict with any law, (y) such assignment shall be at the SellerTransferor's cost and expense, and (z) the purchase price to be paid to such Non- Non-Extending Committed Purchaser shall be an amount equal to the Net Investment and accrued and unpaid Discount and Fees attributable to such Non-Extending Committed Purchaser and/or CP Conduit Purchaser. The Administrative Agent shall provide a written list of the Extending Committed Purchasers and Non-Extending Committed Purchasers to the Transferor and Committed Purchasers promptly (but in no event more than three (3) Business Days) following the Consent Date. Notwithstanding anything in this Agreement to the contrary, such a transfer of a Non-Extending Committed Purchaser's interest and the related CP Conduit Purchaser's interest pursuant to a Transfer Supplement shall be subject to the consent of the Funding Agents (not to be unreasonably withheld)Administrative Agent.

Expiration or Extension of Commitments. (a) For each of the first three years after the Closing Date, the Seller may -------------------------------------- request the extension of any Committed PurchaserPurchaser Group's Commitment Expiry Date for an additional three hundred and sixty four (364) days from time to time any Purchaser Group's Commitment Expiry Date then in effect by providing the applicable Funding Agent with a written request for such extension no fewer than forty-five (45) days, but no more than sixty (60) days prior to such Committed Purchaser's Commitment Expiry Date then in effectthe relevant anniversary of the Closing Date. The related Funding Agent shall provide written notice to each other Funding Agent and the Seller on or prior to the thirtieth (30th) day (the "Consent Date") following ------------ the applicable Funding Agent's actual receipt of such written request for extension of its desire to extend (any such Committed Funding Agent's Purchaser Group, an "Extending --------- Committed Purchaser") or not to so extend (any such Committed Funding Agent's Purchaser Group, a ------------------- "Non-Extending Committed Purchaser") such date. ---------------------------------. (b) If Committed Purchasers Purchaser Groups holding less than 100% of the aggregate Commitment Commitments of all Commitments Purchaser Groups consent to such extension, then the Seller may elect by written notice to the Funding Agents to either: (i) continue this receivables financing facility for such additional period with an aggregate Commitment equal to the then effective aggregate Commitment of all Purchaser Groups less the Commitment of the Non-Extending Committed Purchaser(s); or (ii) require any such Non-Extending Committed Purchaser(s) and the related CP Conduit Purchaser(sPurchasers(s) to execute a Transfer Supplement in accordance with Section 5.3 6.3(d) with respect to all of such Non-Extending ----------- Committed Purchaser(s)' ) Commitment and their other interests, rights and obligations under this Agreement as follows: A. first, to a Purchaser any Committed Purchaser(s) who consents thereto have consented to extend and agreed (each in its sole discretion at such time) and shall assume such obligations upon its consent to assume such obligationsall the Non-Extending Committed Purchaser(s) Commitment(s) on a ratable basis, B. second, if all the Extending Committed Purchasers have not consented to and agreed to assume the Non-Extending Committed Purchaser(s) Commitment(s) on a ratable basis, to any Extending Committed Purchaser(s) on a non-ratable basis, and C. third, to the extent the Extending Committed Purchasers do not agree to assume the entire balance of the Commitments, to an additional Purchaser Group under and in accordance with the terms of Section 1.14; provided provided, however, that (x) no such -------- assignment shall conflict with any law, (y) each such assignment shall be at the Seller's cost and expense, and (z) the purchase price to be paid to such Non- each Non-Extending Committed Purchaser shall be an amount equal to the Net Investment Exposure and accrued and unpaid Discount and Fees attributable to such Non-Extending Committed Purchaser and/or CP Conduit Purchaser. Notwithstanding anything in this Agreement to the contrary, such a transfer of a Non-Extending Committed Purchaser's interest and the related CP Conduit Purchaser's interest pursuant to a Transfer Supplement shall be subject to the consent of the Funding Agents (not to be unreasonably withheld).