Common use of Extension of Commitment Termination Date Clause in Contracts

Extension of Commitment Termination Date. The Borrower may, no more frequently than once each year by delivering written notice to the Managing Agents (with a copy to the Program Agent), request the Lenders to extend the Commitment Termination Date for an additional 364 days past the then applicable Commitment Termination Date, with such extension to become effective with respect to any Lender Group, as of the date one or more Committed Lenders having Commitments equal to 100% of such Lender Group’s Lender Group Limit shall in their sole discretion consent to such extension (the Lenders in such a Lender Group, “Extending Lenders”). Any such request shall be subject to the following conditions: (i) at no time will any Commitment have a term of more than 364 days and, if any such request would result in a term of more than 364 days, such request shall be deemed to have been made for such number of days so that, after giving effect to such extension on the date requested, such term will not exceed 364 days, (ii) none of the Lenders will have any obligation to extend any Commitment, (iii) any such extension of the Commitment Termination Date will be effective only upon the written agreement of at least one Committed Lender and the Borrower and (iv) any request for such extension shall be made at least sixty (60) days prior to the then current Commitment Termination Date. The Managing Agent for each applicable Committed Lender will respond to any such request within thirty (30) days (with a copy to the Paying Agent) but in any event no earlier than thirty (30) days prior to the then current Commitment Termination Date, provided that any Managing Agent’s failure to respond within such period shall be deemed to be a rejection of the requested extension.

Extension of Commitment Termination Date. The Borrower may, no more frequently than once each year by delivering written notice to the Managing Agents (with a copy to the Program AgentAgent and the Conduit Lenders), request the Lenders to extend the Commitment Termination Date for an additional 364 days past the then applicable Commitment Termination Date, with such extension to become effective with respect to any Lender Group, as of the date one or more Committed Lenders having Commitments equal to 100% of such Lender Group’s Lender Group Limit shall in their sole discretion consent to such extension (the Lenders in such a Lender Group, “Extending Lenders”). Any such request shall be subject to the following conditions: (i) at no time will any Commitment have a term of more than 364 days and, if any such request would result in a term of more than 364 days, such request shall be deemed to have been made for such number of days so that, after giving effect to such extension on the date requested, such term will not exceed 364 days, (ii) none of the Lenders will have any obligation to extend any Commitment, (iii) any such extension of the Commitment Termination Date will be effective only upon the written agreement of at least one Committed Lender and the Borrower and (iv) any request for such extension shall be made at least sixty (60) days prior to the then current Commitment Termination Date. The Managing Agent for each applicable Committed Lender will respond to any such request within thirty (30) days (with a copy to the Paying Agent) but in any event no earlier than thirty (30) days prior to the then current Commitment Termination Date, provided provided, that any Managing Agent’s failure to respond within such period shall be deemed to be a rejection of the requested extension.

Extension of Commitment Termination Date. The Borrower Company, on behalf of both Borrowers, may, no on not more frequently than once each year two occasions during the term of this Agreement, by delivering written notice to the Managing Agents Agent (with which shall promptly deliver a copy to each of the Program Agent)Lenders) delivered not fewer than 45 days, and not more than 60 days, before any anniversary of the Closing Date, request that the Lenders to extend the then effective Commitment Termination Date (the “Existing Commitment Termination Date”) for an additional 364 days past the then applicable Commitment Termination Dateperiod of one year, with such extension to become effective with respect to any Lender Group, as of a date specified in such notice. Each Lender shall, by notice to the Company and the Agent given not later than the 20th day after the date one of the Agent’s receipt of the Company’s notice, advise the Company whether or more Committed Lenders having Commitments equal not it agrees to 100% of such Lender Group’s Lender Group Limit shall in their sole discretion consent to such the requested extension (the Lenders in such each Lender agreeing to a requested extension being called a “Consenting Lender” and each Lender Group, declining to agree to a requested extension being called a “Extending LendersDeclining Lender”). Any Lender that has not so advised the Company and the Agent by such request shall be subject to the following conditions: (i) at no time will any Commitment have a term of more than 364 days and, if any such request would result in a term of more than 364 days, such request day shall be deemed to have been declined to agree to such extension and shall be a Declining Lender. If Lenders constituting the Required Lenders shall have agreed to a Commitment Termination Date extension request, then the Commitment Termination Date shall, as to the Consenting Lenders, be extended to the first anniversary of the Existing Commitment Termination Date. The decision of any Lender to agree or withhold agreement to any extension request shall be at the sole discretion of such Lender. The Commitment of any Declining Lender shall terminate on the Existing Commitment Termination Date. The principal amount of any outstanding Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the accounts of such number Declining Lenders hereunder, shall be due and payable on the Existing Commitment Termination Date, and on the Existing Commitment Termination Date each Borrower shall also make such other prepayments of days so its Loans as shall be required in order that, after giving effect to such extension on prepayments and to the date requestedtermination of the Commitments of, such term will and all payments to, Declining Lenders pursuant to this sentence, (a) the Aggregate Outstanding Credit Exposure shall not exceed 364 days, (ii) none of the Lenders will have any obligation to extend any Aggregate Commitment, (iiib) the Revolving Credit Exposure of any Lender shall not exceed its Commitment and (c) the Borrower Credit Exposure of either Borrower shall not exceed the Borrower Sublimit of such Borrower. Notwithstanding the foregoing, no extension of the Commitment Termination Date will be shall become effective only upon under this Section unless (i) on the written agreement effective date of at least one Committed Lender such extension, the conditions set forth in Section 4.2 (it being understood and the Borrower and agreed that (ivA) any request for such extension shall be made at least sixty (60) days prior all references to the then current Commitment Termination “Credit Extension Date. The Managing Agent for each applicable Committed Lender will respond to any such request within thirty (30) days (with a copy to the Paying Agent) but in any event no earlier than thirty (30) days prior to the then current Commitment Termination Date, provided that any Managing Agent’s failure to respond within such period ” therein shall be deemed to refer to such effective date and (B) all references to the “Closing Date” in (x) Section 4.2.2 as it relates to Sections 5.5, 5.7 and 5.14(ii) and (y) in Sections 5.5, 5.7 and 5.14(ii) shall be a rejection deemed to refer to such effective date for purposes of determining satisfaction of the requested extensionconditions set forth in Section 4.2 as of such date) shall be satisfied as of such date (as though the effectiveness of such extension were a Credit Extension) and (ii) the Agent shall have received a certificate to that effect dated such effective date and executed by an Authorized Officer of the Company.

Extension of Commitment Termination Date. The Borrower may, no more frequently than once each year by delivering written notice to Seller may advise the Managing Agents (with a copy to the Program Agent), request the Lenders Agent in writing of its desire to extend the Commitment Termination Date for an additional period not exceeding 364 days, provided such request is made not more than 90 days past prior to, and not less than 60 days prior to, the then applicable current Commitment Termination Date, with such extension to become effective with respect to any Lender Group, as . The Agent so advised by the Seller shall promptly notify each Financial Institution of the date one or more Committed Lenders having Commitments equal to 100% of such Lender Group’s Lender Group Limit shall in their sole discretion consent to such extension (the Lenders in such a Lender Group, “Extending Lenders”). Any such request shall be subject to the following conditions: (i) at no time will any Commitment have a term of more than 364 days and, if any such request would result in a term of more than 364 days, and each such request Financial Institution shall be deemed to have been made for such number of days so that, after giving effect to such extension on notify the date requested, such term will not exceed 364 days, (ii) none of the Lenders will have any obligation to extend any Commitment, (iii) any such extension of the Commitment Termination Date will be effective only upon the written agreement of at least one Committed Lender Agent and the Borrower and (iv) any Seller of its decision to accept or decline the request for such extension shall be made at least sixty (60) no later than 30 days prior to the then current Commitment Termination Date. The Managing Agent for Date (it being understood that each applicable Committed Lender will respond to any Financial Institution may accept or decline such request within thirty in its sole discretion and on such terms as it may elect, and the failure to so notify the Agent and the Seller shall be deemed an election not to extend by such Financial Institution). In the event that at least one Financial Institution agrees to extend the Commitment Termination Date, the Seller Parties, the Agent, the extending Financial Institution(s) and the Agent shall enter into such documents as such extending Financial Institution(s) may deem necessary or appropriate to reflect such extension, and all reasonable costs and expenses incurred by such Financial Institution(s) and the Agent (30including reasonable attorneys' fees) days shall be paid by the Seller. In the event that any Financial Institution declines the requests to extend the Commitment Termination Date (each such Financial Institution being referred to herein as a "Non-Renewing Financial Institution"), and the Commitment of such Non-Renewing Financial Institution is not assigned to another Person in accordance with a copy to the Paying Agent) but in any event no earlier than thirty (30) days terms of this Article XII prior to the then current Commitment Termination Date, provided that any Managing Agent’s failure to respond within such period the Purchase Limit shall be deemed reduced by an amount equal to be a rejection of each such Non-Renewing Financial Institution's Commitment on the requested extensionthen current Commitment Termination Date.

Extension of Commitment Termination Date. The Borrower (a) Subject to subclause (c), from time to time after the first anniversary of the Closing Date, but at least 45 days prior to the scheduled Maturity Date then in effect, the Borrowers may, by written notice from the Company to the Administrative Agent, request that the scheduled Maturity Date then in effect be extended by one calendar year, effective as of a date selected by the Company (the “Extension Effective Date”); provided, that (i) the Company may make only one such request in any calendar year and no more frequently than once two such requests during the term of this Agreement and (ii) the Extension Effective Date shall be at least 30 days, but not more than 90 days, after the date such extension request is received by the Administrative Agent (the “Extension Request Date”). Upon receipt of the extension request, the Administrative Agent shall promptly notify each year by delivering Lender of such request. If a Lender agrees, in its sole discretion, to so extend the Maturity Date applicable to its Commitment (an “Extending Lender”), it shall deliver to the Administrative Agent a written notice of its agreement to do so no later than 15 days after the Managing Agents Extension Request Date (with a copy or such later date to which the Program AgentCompany and the Administrative Agent shall agree), request and the Lenders Administrative Agent shall promptly thereafter notify the Company of such Extending Lender’s agreement to extend the Commitment Termination Date for an additional 364 days past applicable to such Lender’s Commitment and Revolving Loans (and such agreement shall be irrevocable until the then applicable Extension Effective Date). Subject to Section 2.17(b), the Commitment Termination Date, with such extension to become effective with respect to of any Lender Group, as of the date one that fails to accept or more Committed Lenders having Commitments equal to 100% of such Lender Group’s Lender Group Limit shall in their sole discretion consent to such extension (the Lenders in such a Lender Group, “Extending Lenders”). Any such request shall be subject respond to the following conditions: (i) at no time will any Commitment have a term of more than 364 days and, if any such Borrowers’ request would result in a term of more than 364 days, such request shall be deemed to have been made for such number of days so that, after giving effect to such extension on the date requested, such term will not exceed 364 days, (ii) none of the Lenders will have any obligation to extend any Commitment, (iii) any such extension of the Commitment Termination Maturity Date will (a “Declining Lender”) shall be effective only upon terminated on the written agreement of at least one Committed Lender and the Borrower and (iv) any request Maturity Date then in effect for such Lender (without regard to any extension by other Lenders) and on such Maturity Date the Borrowers shall be made at least sixty (60) days prior pay in full the unpaid principal amount of all Revolving Loans owing to such Declining Lender, together with all accrued and unpaid interest thereon and all accrued and unpaid fees owing to such Declining Lender under this Agreement to the then current Commitment Termination Date. The Managing Agent for each applicable Committed date of such payment of principal and all other amounts due to such Declining Lender will respond to any such request within thirty (30) days (with a copy to the Paying Agent) but in any event no earlier than thirty (30) days prior to the then current Commitment Termination Date, provided that any Managing Agent’s failure to respond within such period shall be deemed to be a rejection of the requested extensionunder this Agreement.

Extension of Commitment Termination Date. The Borrower may, no more frequently than once each year by delivering written notice to Exelon may request an extension of the Managing Agents (with a copy to the Program Agent), request the Lenders to extend the scheduled Commitment Termination Date for any or all Borrowers by submitting a request for an additional 364 days past the then applicable Commitment Termination Date, with such extension to become effective with respect to any Lender Group, as of the date one or more Committed Lenders having Commitments equal to 100% of such Lender Group’s Lender Group Limit shall in their sole discretion consent to such extension Administrative Agent (the Lenders in such a Lender Group, an “Extending LendersExtension Request”). Any such request shall be subject to the following conditions: (i) at no time will any Commitment have a term of more than 364 days and, if any such request would result in a term of more than 364 days, such request shall be deemed to have been made for such number of days so that, after giving effect to such extension on the date requested, such term will not exceed 364 days, (ii) none of the Lenders will have any obligation to extend any Commitment, (iii) any such extension of the Commitment Termination Date will be effective only upon the written agreement of at least one Committed Lender and the Borrower and (iv) any request for such extension shall be made at least sixty (60) 60 days prior to the scheduled Commitment Termination Date then current in effect. The Extension Request must specify the new scheduled Commitment Termination Date requested by Exelon and the date (which must be at least 30 days after the Extension Request is delivered to the Administrative Agent) as of which the Lenders must respond to the Extension Request (the “Response Date”). The new scheduled Commitment Termination Date shall be 364 days after the scheduled Commitment Termination Date in effect at the time an Extension Request is received, including the scheduled Commitment Termination Date as one of the days in the calculation of the days elapsed. Promptly upon receipt of an Extension Request, the Administrative Agent shall notify each Lender of the contents thereof and shall request each Lender to approve such Extension Request, which approval shall be at the sole discretion of each Lender. Each Lender approving such Extension Request shall deliver its written consent no later than the Response Date. If the written consent of each of the Lenders (excluding any Person which ceases to be a Lender pursuant to Section 8.07(g)(iii)) is received by the Administrative Agent, the new scheduled Commitment Termination Date specified in the Extension Request shall become effective on the existing scheduled Commitment Termination Date and the Administrative Agent shall promptly notify each Borrower and each Lender of the new scheduled Commitment Termination Date. The Managing Agent for each applicable Committed If all Lenders (including any Person which becomes a Lender will respond pursuant to any such request within thirty (30Section 8.07(g)) days (with a copy do not consent to an Extension Request, the Paying Agent) but in any event no earlier than thirty (30) days prior to the then current scheduled Commitment Termination Date, provided that any Managing Agent’s failure Date shall not be extended pursuant to respond within such period shall be deemed to be a rejection of the requested extensionExtension Request.

Extension of Commitment Termination Date. (a) The Borrower may, no more frequently than once each year by delivering written notice to the Managing Agents Administrative Agent (with which shall promptly notify the Lenders) not more than 90 days and not less than 30 days prior to each anniversary of the date hereof (or if such anniversary date is not a copy to Business Day, the Program AgentBusiness Day next succeeding such anniversary), request (each, an “Extension Request”) that the Lenders to extend the Commitment Termination Date then in effect (or, if at such time there shall exist different Commitment Termination Dates for the Lenders hereunder, the latest applicable Commitment Termination Date then in effect) (the “Existing Commitment Termination Date”) for an additional 364 days past one year (the then applicable Commitment Termination Date, with date on which any such extension to shall become effective with respect is referred to herein as an “Extension Effective Date”); provided that only two Extension Requests may be requested hereunder. Each Lender, acting in its sole discretion, shall, by notice to the Borrower and the Administrative Agent given not later than the 20th day (or such later day as shall be acceptable to the Borrower) following the date of the Borrower’s notice, advise the Borrower and the Administrative Agent whether or not such Lender agrees to such extension; provided that any Lender Group, as of that does not so advise the date one or more Committed Lenders having Commitments equal to 100% of such Lender Group’s Lender Group Limit shall in their sole discretion consent to such extension (the Lenders in such a Lender Group, “Extending Lenders”). Any such request shall be subject to the following conditions: (i) at no time will any Commitment have a term of more than 364 days and, if any such request would result in a term of more than 364 days, such request Borrower shall be deemed to have been made for rejected such number Extension Request (any such Lender which shall have rejected or is deemed to have rejected such extension being a “Non-Extending Lender”). The election of days so that, after giving effect any Lender to agree to such extension on shall not obligate any other Lender to so agree. Notwithstanding anything herein to the date requestedcontrary, such term will not exceed 364 days, (ii) none of the Lenders will no Lender shall have any obligation hereunder to extend any its Commitment, (iii) any such extension of the Commitment Termination Date will be effective only upon the written agreement of at least one Committed Lender and the Borrower and (iv) any request for such extension shall be made at least sixty (60) days prior to the then current Commitment Termination Date. The Managing Agent for each applicable Committed Lender will respond to any such request within thirty (30) days (with a copy to the Paying Agent) but in any event no earlier than thirty (30) days prior to the then current Commitment Termination Date, provided that any Managing Agent’s failure to respond within such period shall be deemed to be a rejection of the requested extension.

Extension of Commitment Termination Date. (a) The Borrower may, no more frequently than once each year by delivering written notice to the Managing Agents Administrative Agent (with which shall promptly notify the Lenders) not more than 90 days and not less than 30 days prior to each anniversary of the Amendment No. 2 Effective Date (or if such anniversary date is not a copy to Business Day, the Program AgentBusiness Date next succeeding such anniversary) (each such anniversary of the Amendment No. 2 Effective Date, an “Extension Effective Date”), request the Lenders to (each, an “Extension Request”) that each Lender extend the Commitment Termination Date then in effect for such Lender (the “Existing Commitment Termination Date”) for an additional 364 days past one year; provided that only two Extension Requests may be requested hereunder. Each Lender, acting in its sole discretion, shall, by notice to the then applicable Commitment Termination DateBorrower and the Administrative Agent given not later than the 20th day (or such later day as shall be acceptable to the Borrower) following the date of the Borrower’s notice, with advise the Borrower and the Administrative Agent whether or not such extension Lender agrees to become effective with respect to such extension; provided that any Lender Group, as of that does not so advise the date one or more Committed Lenders having Commitments equal to 100% of such Lender Group’s Lender Group Limit shall in their sole discretion consent to such extension (the Lenders in such a Lender Group, “Extending Lenders”). Any such request shall be subject to the following conditions: (i) at no time will any Commitment have a term of more than 364 days and, if any such request would result in a term of more than 364 days, such request Borrower shall be deemed to have been made for rejected such number Extension Request (any such Lender which shall have rejected or is deemed to have rejected such extension being a “Non-Extending Lender”). The election of days so that, after giving effect any Lender to agree to such extension on the date requestedshall not obligate any other Lender to so agree, and such term will not exceed 364 days, (ii) none of the Lenders will have any obligation to extend any Commitment, (iii) any such extension of the Commitment Termination Date will be election shall become effective only upon the written agreement as provided under paragraph (c) of at least one Committed Lender and the Borrower and (iv) any request for such extension shall be made at least sixty (60) days prior to the then current Commitment Termination Date. The Managing Agent for each applicable Committed Lender will respond to any such request within thirty (30) days (with a copy to the Paying Agent) but in any event no earlier than thirty (30) days prior to the then current Commitment Termination Date, provided that any Managing Agent’s failure to respond within such period shall be deemed to be a rejection of the requested extensionthis Section.

Extension of Commitment Termination Date. The Borrower may, no more frequently than once each year by delivering written notice to Exelon may request an extension of the Managing Agents (with a copy to the Program Agent), request the Lenders to extend the scheduled Commitment Termination Date for any or all Borrowers by submitting a request for an additional 364 days past the then applicable Commitment Termination Date, with such extension to become effective with respect to any Lender Group, as of the date one or more Committed Lenders having Commitments equal to 100% of such Lender Group’s Lender Group Limit shall in their sole discretion consent to such extension Administrative Agent (the Lenders in such a Lender Group, an “Extending LendersExtension Request”). Any such request shall be subject to the following conditions: (i) at no time will any Commitment have a term of more than 364 days and, if any such request would result in a term of more than 364 days, such request shall be deemed to have been made for such number of days so that, after giving effect to such extension on the date requested, such term will not exceed 364 days, (ii) none of the Lenders will have any obligation to extend any Commitment, (iii) any such extension of the Commitment Termination Date will be effective only upon the written agreement of at least one Committed Lender and the Borrower and (iv) any request for such extension shall be made at least sixty (60) 60 days prior to the scheduled Commitment Termination Date then current in effect. The Extension Request must specify the new scheduled Commitment Termination Date requested by Exelon and the date (which must be at least 30 days after the Extension Request is delivered to the Administrative Agent) as of which the Lenders must respond to the Extension Request (the “Response Date”). The new scheduled Commitment Termination Date shall be 364 days after the scheduled Commitment Termination Date in effect at the time an Extension Request is received, including the scheduled Commitment Termination Date as one of the days in the calculation of the days elapsed. Promptly upon receipt of an Extension Request, the Administrative Agent shall notify each Lender of the contents thereof and shall request each Lender to approve such Extension Request, which approval shall be at the sole discretion of each Lender. Each Lender approving such Extension Request shall deliver its written consent no later than the Response Date. If the written consent of each of the Lenders (excluding any Person which ceases to be a Lender pursuant to Section 8.07(g)(iii)) is received by the Administrative Agent, the new scheduled Commitment Termination Date specified in the Extension Request shall become effective on the existing scheduled Commitment Termination Date and the Administrative Agent shall promptly notify each Borrower and each Lender of the new scheduled Commitment Termination Date. The Managing Agent for each applicable Committed If all Lenders (including any Person which becomes a Lender will respond pursuant to any such request within thirty (30Section 8.07(g) days (with a copy ) do not consent to an Extension Request, the Paying Agent) but in any event no earlier than thirty (30) days prior to the then current scheduled Commitment Termination Date, provided that any Managing Agent’s failure Date shall not be extended pursuant to respond within such period shall be deemed to be a rejection of the requested extensionExtension Request.

Extension of Commitment Termination Date. (a) The Borrower Company may, no more frequently than once each year by delivering written notice to the Managing Agents Administrative Agent (with which shall promptly deliver a copy to each of the Program AgentBanks) not less than 45 days and not more than 60 days prior to the Commitment Termination Date then in effect hereunder (the “Existing Commitment Termination Date”), request that the Lenders to Banks extend the Commitment Termination Date for an additional 364 days past from the then applicable Consent Date (as defined below). Each Bank, acting in its sole discretion, shall, by notice to the Administrative Agent (which shall as promptly as practicable notify the Company) given on the date (and, subject to the proviso below, only on the date) 30 days prior to the Existing Commitment Termination Date (provided that, if such date is not a Business Day, then such notice shall be given on the next succeeding Business Day) (the “Consent Date”), with advise the Administrative Agent (which shall as promptly as practicable notify the Company) whether or not such extension Bank agrees to become effective with respect to any Lender Groupsuch extension; provided that, as if such Bank gives notice of the date one or more Committed Lenders having Commitments equal to 100% of such Lender Group’s Lender Group Limit shall in their sole discretion its consent to such extension (the Lenders in such a Lender Group, “Extending Lenders”). Any such request shall be subject prior to the following conditions: (i) at no time will any Commitment have a term of more than 364 days and, if any such request would result in a term of more than 364 daysConsent Date, such request shall be deemed Bank may revoke such notice by giving a subsequent notice to have been made for such number of days so that, after giving effect the Administrative Agent and the Company at any time prior to such extension on the date requested, such term will Consent Date; provided further that each Bank that determines not exceed 364 days, (ii) none of the Lenders will have any obligation to extend any Commitment, (iii) any such extension of the Commitment Termination Date will be effective only upon (a “Non-extending Bank”) shall notify the written agreement Administrative Agent (which shall as promptly as practicable notify the Company) of at least one Committed Lender and the Borrower and such fact promptly after such determination (iv) any request for such extension shall be made at least sixty (60) days prior to the then current Commitment Termination Date. The Managing Agent for each applicable Committed Lender will respond to any such request within thirty (30) days (with a copy to the Paying Agent) but in any event no earlier later than thirty (30the Consent Date) days prior to and any Bank that does not advise the then current Commitment Termination Date, provided that any Managing Agent’s failure to respond within such period Administrative Agent on or before the Consent Date shall be deemed to be a rejection Non-extending Bank. The election of the requested extensionany Bank to agree to such extension shall not obligate any other Bank to agree.

Extension of Commitment Termination Date. (a) The Borrower may, no more frequently than once each year by delivering written notice to the Managing Agents Administrative Agent (with which shall promptly notify the Lenders) not more than 90 days and not less than 30 days prior to each anniversary of the date hereof (or if such anniversary date is not a copy to Business Day, the Program AgentBusiness Day next succeeding such anniversary), request (each, an “Extension Request”) that the Lenders to extend extend, effective on such anniversary date, the Commitment Termination Date then in effect (or, if at such time there shall exist different Commitment Termination Dates for the Lenders hereunder, the latest applicable Commitment Termination Date then in effect) (the “Existing Commitment Termination Date”) for an additional 364 days past one year (the then applicable Commitment Termination Date, with such extension to become effective date on which the closing with respect to any Lender Groupsuch Extension Request shall occur is referred to herein as an “Extension Closing Date”); provided that only two Extension Requests may be requested hereunder. Each Lender, acting in its sole discretion, shall, by notice to the Borrower and the Administrative Agent given not later than the 20th day (or such later day as shall be acceptable to the Borrower) following the date of the date one Borrower’s notice, advise the Borrower and the Administrative Agent whether or more Committed Lenders having Commitments equal to 100% of not such Lender Group’s Lender Group Limit shall in their sole discretion consent agrees to such extension (extension; provided that any Lender that does not so advise the Lenders in such a Lender Group, “Extending Lenders”). Any such request shall be subject to the following conditions: (i) at no time will any Commitment have a term of more than 364 days and, if any such request would result in a term of more than 364 days, such request Borrower shall be deemed to have been made for rejected such number Extension Request (any such Lender which shall have rejected or is deemed to have rejected such extension being a “Non-Extending Lender”). The election of days so that, after giving effect any Lender to agree to such extension on shall not obligate any other Lender to so agree. Notwithstanding anything herein to the date requestedcontrary, such term will not exceed 364 days, (ii) none of the Lenders will no Lender shall have any obligation hereunder to extend any its Commitment, (iii) any such extension of the Commitment Termination Date will be effective only upon the written agreement of at least one Committed Lender and the Borrower and (iv) any request for such extension shall be made at least sixty (60) days prior to the then current Commitment Termination Date. The Managing Agent for each applicable Committed Lender will respond to any such request within thirty (30) days (with a copy to the Paying Agent) but in any event no earlier than thirty (30) days prior to the then current Commitment Termination Date, provided that any Managing Agent’s failure to respond within such period shall be deemed to be a rejection of the requested extension.

Extension of Commitment Termination Date. The (a) Provided that no Default shall exist, the Parent Borrower may, no more frequently than once each year by delivering written notice to the Managing Agents (with a copy to the Program Agent), may request the Lenders to extend that the Commitment Termination Date be extended for additional years (but in no event by more than one year per request) by giving written notice thereof (each an additional 364 days past the then applicable Commitment Termination Date, with such extension to become effective with respect to any Lender Group, as of the date one or more Committed Lenders having Commitments equal to 100% of such Lender Group’s Lender Group Limit shall in their sole discretion consent to such extension (the Lenders in such a Lender Group, “Extending Lenders”). Any such request shall be subject "Extension Request") to the following conditions: Administrative Agent at any time (i) at but in no time will any Commitment have a term of event more than 364 120 days and, if any such request would result in a term of more but not less than 364 days, such request shall be deemed to have been made for such number of days so that, after giving effect to such extension on the date requested, such term will not exceed 364 days, (ii) none of the Lenders will have any obligation to extend any Commitment, (iii) any such extension of the Commitment Termination Date will be effective only upon the written agreement of at least one Committed Lender and the Borrower and (iv) any request for such extension shall be made at least sixty (60) 90 days prior to the then current Commitment Termination Date) and, upon receipt of each such notice, the Administrative Agent shall promptly notify each Lender thereof. The Managing Agent for Subject to Section 2.11(b), the then current Commitment Termination Date shall not be extended unless and until each applicable Committed Lender will respond Lender, in its sole and absolute discretion, shall have consented in writing to any such request within thirty (30) days (with a copy request, in which event such then current Commitment Termination Date shall be extended to the Paying Agent) but in any event no earlier than thirty (30) days prior to day which is one year after the then current Commitment Termination Date, provided that if such day is not a Business Day, then such then current Commitment Termination Date shall be extended to the immediately preceding Business Day. Subject to Section 2.11(b), in the event that any Managing Agent’s failure Lender shall not have granted its consent to an Extension Request, the then current Commitment Termination Date shall remain in effect. Each Lender shall respond to each Extension Request by no later than the 30th day following the date of the relevant Extension Request (each an "Expiration Date"), provided that each Lender which shall have failed so to respond within by such period time shall be deemed not to be a rejection have consented thereto. In the event that any Lender declines to grant an Extension Request, the Administrative Agent shall notify the Parent Borrower of the requested extensionname of each such Lender.

Extension of Commitment Termination Date. The 2.24.1. Borrower may, may request a one year extension of the then-scheduled Commitment Termination Date by submitting a request for an extension to the Administrative Agent (an “Extension Request”) no more frequently than once each year by delivering written notice 90 days prior to any anniversary of the date of this Agreement; provided that Borrower may make no more than two such requests. Any Extension Request shall specify the date (which must be at least 30 days after the Extension Request is delivered to the Managing Agents Administrative Agent) as of which the Lenders must respond to such Extension Request (with the “Response Date”). Promptly upon receipt of an Extension Request, the Administrative Agent shall notify each Lender of the contents thereof. Each Lender shall, not later than the Response Date for any Extension Request, deliver a copy written response to the Program AgentAdministrative Agent approving or rejecting such Extension Request (and any Lender that fails to deliver such a response by the Response Date shall be deemed to have rejected such Extension Request). If Lenders that have Pro Rata Shares of more than 50% approve an Extension Request (which approval shall be at the sole discretion of each Lender), request then the scheduled Commitment Termination Date for each such approving Lender shall be extended to the date that is one year after the previously scheduled Commitment Termination Date (but the scheduled Commitment Termination Date for each other Lender shall remain unchanged). If Lenders to extend that have Pro Rata Shares of 50% or more reject an Extension Request, then the Commitment Termination Date for an additional 364 days past the then applicable Commitment Termination Date, with such extension to become effective with respect to any Lender Group, as of the date one or more Committed all Lenders having Commitments equal to 100% of such Lender Group’s Lender Group Limit shall in their sole discretion consent to such extension (the Lenders in such a Lender Group, “Extending Lenders”). Any such request shall be subject to the following conditions: (i) at no time will any Commitment have a term of more than 364 days and, if any such request would result in a term of more than 364 days, such request shall be deemed to have been made for such number of days so that, after giving effect to such extension on the date requested, such term will not exceed 364 days, (ii) none of the Lenders will have any obligation to extend any Commitment, (iii) any such extension of the Commitment Termination Date will be effective only upon the written agreement of at least one Committed Lender and the Borrower and (iv) any request for such extension shall be made at least sixty (60) days prior to the then current Commitment Termination Date. The Managing Agent for each applicable Committed Lender will respond to any such request within thirty (30) days (with a copy to the Paying Agent) but in any event no earlier than thirty (30) days prior to the then current Commitment Termination Date, provided that any Managing Agent’s failure to respond within such period shall be deemed to be a rejection of the requested extensionremain unchanged.

Extension of Commitment Termination Date. (a) The Borrower may, no more frequently than once each year by delivering written notice to the Managing Agents Agent (with a copy which shall promptly notify the Lenders) given not less than 60 days and not more than 90 days prior to the Program Agentinitial Commitment Termination Date (the "INITIAL COMMITMENT TERMINATION DATE"), request that the Lenders to extend the Commitment Termination Date for an additional 364 days past from the then applicable Initial Commitment Termination Date; PROVIDED that in no event may the Borrower request more than one such extension. Each Lender, with such extension acting in its sole discretion, shall, by notice (which shall be irrevocable) to become effective with respect to any Lender Group, as of the Borrower and the Agent given no earlier than the date one that is 30 days prior to the Initial Commitment Termination Date (herein, the "CONSENT DATE") and no later than the date that is three Business Days after the Consent Date, advise the Borrower whether or more Committed Lenders having Commitments equal to 100% of not such Lender Group’s Lender Group Limit shall in their sole discretion consent agrees to such extension (the Lenders in such a extension; PROVIDED that each Lender Group, “Extending Lenders”). Any such request shall be subject to the following conditions: (i) at no time will any Commitment have a term of more than 364 days and, if any such request would result in a term of more than 364 days, such request shall be deemed to have been made for such number of days so that, after giving effect to such extension on the date requested, such term will that determines not exceed 364 days, (ii) none of the Lenders will have any obligation to extend any Commitment, (iii) any such extension of the Commitment Termination Date will be effective only upon ("NON-EXTENDING LENDER") shall notify the written agreement Agent (which shall notify the Lenders) of at least one Committed Lender and the Borrower and such fact promptly after such determination (iv) any request for such extension shall be made at least sixty (60) days prior to the then current Commitment Termination Date. The Managing Agent for each applicable Committed Lender will respond to any such request within thirty (30) days (with a copy to the Paying Agent) but in any event no earlier later than thirty (30the date three Business Days after the Consent Date) days and any Lender that does not advise the Borrower on or prior to the then current Commitment Termination Date, provided date three Business Days after the Consent Date that any Managing Agent’s failure such Lender agrees to respond within such period extension shall be deemed to be a rejection Non-Extending Lender. The election of the requested extensionany Lender to agree to such extension shall not obligate any other Lender to so agree.

Extension of Commitment Termination Date. (a) The Borrower may, no more frequently than once each year by delivering written notice to the Managing Agents Administrative Agent (with a copy such notice being an “Extension Notice”) given no earlier than 60 days and no later than 45 days prior to the Program Agent)Commitment Termination Date, request the Lenders to consider an extension of the then applicable Commitment Termination Date to a date 364 days after the then applicable Commitment Termination Date. The Managing Administrative Agent shall promptly transmit any Extension Notice to each Lender. Each Lender shall notify the Managing Administrative Agent whether it wishes to extend the then applicable Commitment Termination Date no later than 20 days prior to such Commitment Termination Date, and any such notice given by a Lender to the Managing Administrative Agent, once given, shall be irrevocable as to such Lender. Any Lender which does not expressly notify the Managing Administrative Agent prior to such 20-day period that it wishes to so extend the then applicable Commitment Termination Date shall be deemed to have rejected the Borrower’s request for extension of such Commitment Termination Date. Lenders consenting to extend the then applicable Commitment Termination Date are hereinafter referred to as “Extending Lenders”, and Lenders declining to consent to extend such Commitment Termination Date (or Lenders deemed to have so declined) are hereinafter referred to as “Non-Extending Lenders”. If the Required Lenders have elected (in their sole and absolute discretion) to so extend the Commitment Termination Date, the Managing Administrative Agent shall notify the Borrower of such election by such Required Lenders no later than 15 days prior to such Commitment Termination Date, and upon receipt of such notice the Borrower shall promptly inform the Managing Administrative Agent whether or not it wishes to extend the Commitment Termination Date for an additional 364 days past with respect to the then applicable Commitments of the Extending Lenders. In the event that the Borrower elects to accept the Extending Lenders’ offer to extend the Commitment Termination Date, with such extension to become effective with respect to any Lender Group, as of the date one or more Committed Lenders having Commitments equal to 100% Commitment Termination Date of such Lender Group’s Lender Group Limit Extending Lenders shall in their sole discretion consent be so extended. No extension will be permitted hereunder if the Borrower has selected the Term-Out Maturity Date pursuant to such extension (the Lenders in such a Lender Group, “Extending Lenders”Section 2.09(a). Any such request shall be subject to Upon the following conditions: (i) at no time will any Commitment have a term delivery of more than 364 days and, if any such request would result in a term of more than 364 days, such request shall be deemed to have been made for such number of days so that, after giving effect to such extension on an Extension Notice and upon the date requested, such term will not exceed 364 days, (ii) none of the Lenders will have any obligation to extend any Commitment, (iii) any such extension of the Commitment Termination Date will pursuant to this Section 2.19, the Borrower shall be effective only upon deemed to have represented and warranted on and as of the written agreement date of at least one Committed Lender such Extension Notice and the Borrower effective date of such extension, as the case may be, that no Default or Event of Default has occurred and (iv) any request for such extension shall be made at least sixty (60) days prior is continuing. Notwithstanding anything contained in this Agreement to the then current Commitment Termination Date. The Managing Agent for each applicable Committed contrary, no Lender will respond shall have any obligation to any such request within thirty (30) days (with a copy to extend the Paying Agent) but in any event no earlier than thirty (30) days prior to the then current Commitment Termination Date, provided that any Managing Agent’s failure and each Lender may at its option, unconditionally and without cause, decline to respond within such period shall be deemed to be a rejection of extend the requested extensionCommitment Termination Date.

Extension of Commitment Termination Date. (a) The Borrower SPV may, at any time during the period which is no more frequently than once each year by delivering written notice to the Managing Agents sixty (with a copy to the Program Agent), request the Lenders to extend 60) days or less than thirty (30) days immediately preceding the Commitment Termination Date then in effect, request that such Commitment Termination Date be extended for an additional 364 days past the then applicable Commitment Termination Date, with such extension to become effective with respect to any Lender Group, as of the date one or more Committed Lenders having Commitments equal to 100% of such Lender Group’s Lender Group Limit shall in their sole discretion consent to such extension (the Lenders in such a Lender Group, “Extending Lenders”)days. Any such request shall be in writing, in substantially the form of Exhibit J (an “Extension Request”), and delivered to the Administrative Agent (which shall be promptly forwarded by the Administrative Agent to each Alternate Investor), and shall be subject to the following conditions: (i) at no time will any Commitment have a term of more than 364 days and, if any such request would result in a term of more than 364 days, such request extension shall be deemed to have been made for at each Alternate Investor’s sole and absolute discretion, including in respect of any extension or renewal fee that may be payable at the time of such number of days so that, after giving effect to such extension on the date requested, such term will not exceed 364 daysextension, (ii) none of the Lenders will no Alternate Investor shall have any obligation to extend the Commitment Termination Date at any Commitmenttime, and (iii) any such extension of the Commitment Termination Date will with respect to any Alternate Investor shall be effective only upon the written agreement of at least one Committed Lender the Administrative Agent, such Alternate Investor, the SPV and the Borrower and (iv) any request for such extension shall be made at least sixty (60) days prior Master Servicer, as evidenced by their execution of a counterpart signature page to the then current Commitment Termination Dateapplicable Extension Request. The Managing Agent for each applicable Committed Lender Each Alternate Investor will respond to any such request within thirty (30) days (with a copy to no later than the Paying Agent) but in any event no earlier than thirty (30) days fifteenth day prior to the then current Commitment Termination DateDate (the “Response Deadline”), provided provided, that a failure by any Managing Agent’s failure Alternate Investor to respond within such period by the Response Deadline shall be deemed to be a rejection of the requested extension. (b) If at any time the SPV requests that the Alternate Investors extend the Commitment Termination Date in accordance with Section 3.3(a), and some but less than all the Alternate Investors consent to such renewal as of the applicable Response Deadline, the SPV may arrange for an assignment to one or more financial institutions of all the rights and obligations hereunder of each such non-consenting Alternate Investor in accordance with Section 11.8, provided that any such financial institution shall be acceptable to the Related Funding Agent in its sole and absolute discretion. Any such assignment shall become effective on the then-current Commitment Termination Date. Each Alternate Investor which does not so consent to any renewal shall cooperate fully with the SPV in effectuating the administrative details of any such assignment. If none or less than all the Commitments of the non-renewing Alternate Investors are so assigned as provided above and the aggregate Conduit Investor Percentage of the related Conduit Investors equals 100%, then (i) the extended Commitment Termination Date shall be effective solely with respect to the renewing Alternate Investors, (ii) the Facility Limit shall automatically be reduced by an amount equal to the aggregate of the Commitments of all non-renewing Alternate Investors, (iii) the Conduit Funding Limit of the related Conduit Investors shall automatically be reduced by an amount equal to the aggregate of the Commitments of all non-renewing Related Alternate Investors, and (iv) this Agreement and the Commitments of the renewing Alternate Investors shall remain in effect in accordance with their terms notwithstanding the expiration of the Commitments of such non-renewing Alternate Investors.

Extension of Commitment Termination Date. (a) The Borrower SPV may, at any time during the period which is no more frequently than once each year by delivering written notice to the Managing Agents sixty (with a copy to the Program Agent), request the Lenders to extend 60) days or less than thirty (30) days immediately preceding the Commitment Termination Date then in effect, request that such Commitment Termination Date be extended for an additional 364 days past the then applicable Commitment Termination Date, with such extension to become effective with respect to any Lender Group, as of the date one or more Committed Lenders having Commitments equal to 100% of such Lender Group’s Lender Group Limit shall in their sole discretion consent to such extension (the Lenders in such a Lender Group, “Extending Lenders”)days. Any such request shall be in writing, in substantially the form of Exhibit J (an “Extension Request”), and delivered to the Administrative Agent (which shall be promptly forwarded by the Administrative Agent to each Alternate Investor), and shall be subject to the following conditions: (i) at no time will any Commitment have a term of more than 364 days and, if any such request would result in a term of more than 364 days, such request extension shall be deemed to have been made for at each Alternate Investor’s sole and absolute discretion, including in respect of any extension or renewal fee that may be payable at the time of such number of days so that, after giving effect to such extension on the date requested, such term will not exceed 364 daysextension, (ii) none of the Lenders will no Alternate Investor shall have any obligation to extend the Commitment Termination Date at any Commitmenttime, and (iii) any such extension of the Commitment Termination Date will with respect to any Alternate Investor shall be effective only upon the written agreement of at least one Committed Lender the Administrative Agent, such Alternate Investor, the SPV and the Borrower and (iv) any request for such extension shall be made at least sixty (60) days prior Master Servicer, as evidenced by their execution of a counterpart signature page to the then current Commitment Termination Dateapplicable Extension Request. The Managing Agent for each applicable Committed Lender Each Alternate Investor will respond to any such request within thirty (30) days (with a copy to no later than the Paying Agent) but in any event no earlier than thirty (30) days fifteenth day prior to the then current Commitment Termination DateDate (the “Response Deadline”), provided provided, that a failure by any Managing Agent’s failure Alternate Investor to respond within such period by the Response Deadline shall be deemed to be a rejection of the requested extension. (b) If at any time the SPV requests that the Alternate Investors extend the Commitment Termination Date in accordance with Section 3.3(a), and some but less than all the Alternate Investors consent to such renewal as of the applicable Response Deadline, the SPV may arrange for an assignment to one or more financial institutions of all the rights and obligations hereunder of each such non-consenting Alternate Investor in accordance with Section 11.8, provided that any such financial institution shall be acceptable to the Related Funding Agent in its sole and absolute discretion. Any such assignment shall become effective on the then-current Commitment Termination Date. Each Alternate Investor which does not so consent to any renewal shall cooperate fully with the SPV in effectuating the administrative details of any such assignment. If none or less than all the Commitments of the non-renewing Alternate Investors are so assigned as provided above and the related Conduit Investor Percentage equals 100%, then (i) the extended Commitment Termination Date shall be effective solely with respect to the renewing Alternate Investors, (ii) the Facility Limit shall automatically be reduced by an amount equal to the aggregate of the Commitments of all non-renewing Alternate Investors, (iii) the Conduit Funding Limit of the related Conduit Investor shall automatically be reduced by an amount equal to the aggregate of the Commitments of all non-renewing Related Alternate Investors, and (iv) this Agreement and the Commitments of the renewing Alternate Investors shall remain in effect in accordance with their terms notwithstanding the expiration of the Commitments of such non-renewing Alternate Investors.

Extension of Commitment Termination Date. (a) The Borrower may, no more frequently than once each year by delivering written notice to the Managing Agents Administrative Agent (with a copy such notice being an "Extension Notice") given no earlier than 60 days and no later than 45 days prior to the Program Agent)Commitment Termination Date, request the Lenders to consider an extension of the then applicable Commitment Termination Date to a date 364 days after the then applicable Commitment Termination Date. The Managing Administrative Agent shall promptly transmit any Extension Notice to each Lender. Each Lender shall notify the Managing Administrative Agent whether it wishes to extend the then applicable Commitment Termination Date no later than 20 days prior to such Commitment Termination Date, and any such notice given by a Lender to the Managing Administrative Agent, once given, shall be irrevocable as to such Lender. Any Lender which does not expressly notify the Managing Administrative Agent prior to such 20-day period that it wishes to so extend the then applicable Commitment Termination Date shall be deemed to have rejected the Borrower's request for extension of such Commitment Termination Date. Lenders consenting to extend the then applicable Commitment Termination Date are hereinafter referred to as "Extending Lenders", and Lenders declining to consent to extend such Commitment Termination Date (or Lenders deemed to have so declined) are hereinafter referred to as "Non-Extending Lenders". If the Required Lenders have elected (in their sole and absolute discretion) to so extend the Commitment Termination Date, the Managing Administrative Agent shall notify the Borrower of such election by such Required Lenders no later than 15 days prior to such Commitment Termination Date, and upon receipt of such notice the Borrower shall promptly inform the Managing Administrative Agent whether or not it wishes to extend the Commitment Termination Date for an additional 364 days past with respect to the then applicable Commitments of the Extending Lenders. In the event that the Borrower elects to accept the Extending Lenders' offer to extend the Commitment Termination Date, with such extension to become effective with respect to any Lender Group, as of the date one or more Committed Lenders having Commitments equal to 100% Commitment Termination Date of such Lender Group’s Lender Group Limit Extending Lenders shall in their sole discretion consent be so extended. No extension will be permitted hereunder if the Borrower has selected the Term-Out Maturity Date pursuant to such extension (the Lenders in such a Lender Group, “Extending Lenders”Section 2.09(a). Any such request shall be subject to Upon the following conditions: (i) at no time will any Commitment have a term delivery of more than 364 days and, if any such request would result in a term of more than 364 days, such request shall be deemed to have been made for such number of days so that, after giving effect to such extension on an Extension Notice and upon the date requested, such term will not exceed 364 days, (ii) none of the Lenders will have any obligation to extend any Commitment, (iii) any such extension of the Commitment Termination Date will pursuant to this Section 2.19, the Borrower shall be effective only upon deemed to have represented and warranted on and as of the written agreement date of at least one Committed Lender such Extension Notice and the Borrower effective date of such extension, as the case may be, that no Default or Event of Default has occurred and (iv) any request for such extension shall be made at least sixty (60) days prior is continuing. Notwithstanding anything contained in this Agreement to the then current Commitment Termination Date. The Managing Agent for each applicable Committed contrary, no Lender will respond shall have any obligation to any such request within thirty (30) days (with a copy to extend the Paying Agent) but in any event no earlier than thirty (30) days prior to the then current Commitment Termination Date, provided that any Managing Agent’s failure and each Lender may at its option, unconditionally and without cause, decline to respond within such period shall be deemed to be a rejection of extend the requested extensionCommitment Termination Date.

Extension of Commitment Termination Date. The Borrower may, no more frequently than once each year by delivering written notice At any time after the sixty-first (61st) day prior to the Managing Agents then current Commitment Termination Date (as determined in accordance with a copy to clause (a) of the Program Agentdefinition of that term), the Issuer may request the Lenders to extend that the Commitment Termination Date for an additional 364 days past be extended to the 364th day after the then applicable current Commitment Termination Date. Each Managing Agent, with such extension to become effective with respect to any Lender on behalf of its Ownership Group, as of the date one may, at its option, accept or more Committed Lenders having Commitments equal to 100% of reject such Lender Group’s Lender Group Limit shall in their sole discretion consent to such extension (the Lenders in such a Lender Group, “Extending Lenders”)request. Any such The Issuer may request shall be subject to the following conditions: (i) at no time will any Commitment have a term of more than 364 days and, if any such request would result in a term of more than 364 days, such request shall be deemed to have been made for such number of days so that, after giving effect to such extension on the date requested, such term will not exceed 364 days, (ii) none of the Lenders will have any obligation to extend any Commitment, (iii) any such an extension of the Commitment Termination Date by notifying each Managing Agent of its request. Each Managing Agent shall notify the Administrative Agent within 30 days after such request as to whether it consents to such extension, provided that, no Ownership Group will be effective only upon the written agreement required to give notice of at least one Committed Lender and the Borrower and (iv) any request for such extension shall be made at least sixty (60) consent prior to 30 days prior to the then current Commitment Termination Date (the later of such days, the “Extension Response Date”). If the Managing Agent of a Ownership Group fails to give such notice by the Extension Response Date, that Ownership Group shall be deemed to have rejected the requested extension (each such Ownership Group that has rejected or is deemed to have rejected the requested extension of the Commitment Termination Date as to that Ownership Group, a “Terminating Ownership Group”). The Servicer may arrange for each Terminating Ownership Group to assign the Outstanding Principal Balance of its Note (in whole), together with its unused Group Purchase Limit hereunder at such time, and its related commitments hereunder to another financial institution, all at the expense of the Servicer. Each Terminating Ownership Group shall cooperate fully with the Servicer in effectuating any such assignment. Upon such an assignment (or assignments, as applicable), (i) the Terminating Ownership Group’s Group Purchase Limit shall be reduced to zero and (ii) the Applicable Pro Rata Shares of each remaining Ownership Group shall be adjusted accordingly. In such event, the Managing Agent for each applicable Committed Lender will respond to any such request within thirty (30) days (with a copy the Terminating Ownership Group, as assignor, shall deliver an Assignment and Acceptance, duly executed, assigning to the Paying Agent) but assignee such assignor’s rights and obligations hereunder and under its related Note and the assignor shall promptly execute and deliver all further instruments and documents, and take all further action, that the assignee may reasonably request, in order to protect, or more fully evidence the assignee’s right, title and interest in and to such Note and to enable the Administrative Agent and the related Managing Agent on behalf of such assignee, to exercise or enforce any event no earlier than thirty (30) days rights hereunder and under the other Transaction Documents to which such assignor is or, immediately prior to such assignment, was a party. Upon any assignment pursuant to this Section 2.09, (i) the assignee shall have all of the rights and obligations of the assignor hereunder and under the other Transaction Documents for all purposes of this Note Purchase Agreement and under the other Transaction Documents (it being understood that the Alternate Transferees and Committed Purchasers, as assignees, shall be obligated to fund Advances under Section 2.03 in accordance with the terms thereof, notwithstanding that each Conduit Purchaser is permitted to elect not to make the portion of any Advance it is requested to make) and (ii) to the extent of the interests assigned, the assignor shall relinquish its rights and be released from its obligations under this Note Purchase Agreement and under the other Transaction Documents. On the date of such assignment pursuant to Section 8.04 of the Indenture, the Issuer and the Servicer shall pay to the Managing Agent for the Ownership Group of the Non-Funding Conduit Purchaser all accrued interest, fees and all other amounts owing hereunder (including Breakage Amounts and other Additional Amounts) in accordance with Section 2.07(f) accruing or payable through the date of the assignment and then unpaid, and the assignee shall be entitled to interest and fees with respect to the assigned Note only from and after the date of assignment. No such assignment shall be effective unless a fully executed copy of the related Assignment and Acceptance shall be delivered to the Administrative Agent and the related Managing Agent. If the Terminating Ownership Group’s Outstanding Principal Balance and unused Group Purchase Limit are not assigned as provided above, at the close of business on the Commitment Termination Date for such Terminating Ownership Group, (i) the Terminating Ownership Group’s Group Purchase Limit shall be reduced to zero, (ii) the Applicable Pro Rata Shares of each remaining Ownership Group shall be adjusted accordingly and (iii) the Maximum Amount will be reduced by an amount equal to the difference between the Terminating Ownership Group’s Group Purchase Limit and its Outstanding Principal Balance of the Note relating to such Terminating Ownership Group at such time and thereafter will be further reduced on each Distribution Date by an amount equal to the amount received by each Terminating Ownership Group in accordance with Section 8.4(b)(v) and (vii) of the Indenture. On and after the Commitment Termination Date as to a Terminating Ownership Group, if the amount in the Operations Account is not sufficient to pay all amounts due to all Terminating Ownership Groups under Section 8.4(b)(v) of the Indenture on any Distribution Date after payment of all amounts payable on that Distribution Date pursuant to Section 8.4(b)(i) through (iv) of the Indenture, that Terminating Ownership Group shall be entitled to receive a distribution on that Distribution Date as otherwise provided in Section 8.4(b)(v) of the Indenture, such that if there is more than one Terminating Ownership Group, all distributions of Collections pursuant to Section 8.4(b)(v) of the Indenture shall be allocated among the Terminating Ownership Groups in accordance with each such Terminating Ownership Group’s Applicable Funded Share (based on its Applicable Funded Share as of the current Termination Date; it being understood that if such day is also a Termination Date, each Terminating Ownership Group’s Applicable Funded Share shall be recalculated at such time (taking into account amounts received by the applicable Managing Agent on behalf of its Terminating Ownership Group in respect of its Outstanding Principal Balance), and thereafter distributions shall be made to all the Managing Agents pursuant to Section 8.4(b)(v) and, to the extent applicable Section 8.4(b)(vii), of the Indenture. As to those Ownership Groups that consent to the requested extension by the Extension Response Date, the Commitment Termination Date referred to in clause (a) of the definition of the term “Commitment Termination Date” shall be automatically extended to the date which is the 364th day after the then current Commitment Termination Date. Notwithstanding anything in this Note Purchase Agreement to the contrary, provided that as to any Managing AgentConduit Purchaser, to the extent required under the documents governing its commercial paper program or any Program Support Agreement, such Conduit Purchaser’s failure agreement to respond within any such period extension shall not be deemed effective unless the credit and/or liquidity coverage under any Program Support Agreement are extended as necessary at such time to be a rejection maintain the then-current ratings of the requested extensionits commercial paper.

Extension of Commitment Termination Date. (a) The Parent Borrower may, no more frequently than once each year by delivering written notice to the Managing Agents Administrative Agent (with which shall promptly notify the Lenders) not more than 90 days and not less than 30 days prior to each anniversary of the date hereof (or if such anniversary date is not a copy to Business Day, the Program AgentBusiness Day next succeeding such anniversary), request (each, an “Extension Request”) that the Lenders to extend the Commitment Termination Date then in effect (or, if at such time there shall exist different Commitment Termination Dates for the Lenders hereunder, the latest applicable Commitment Termination Date then in effect) (the “Existing Commitment Termination Date”) for an additional 364 days past one year (the then applicable Commitment Termination Date, with date on which any such extension to shall become effective with respect is referred to herein as an “Extension Effective Date”); provided that only two Extension Requests may be requested hereunder. Each Lender, acting in its sole discretion, shall, by notice to the Parent Borrower and the Administrative Agent given not later than the 20th day (or such later day as shall be acceptable to the Parent Borrower) following the date of the Parent Borrower’s notice, advise the Parent Borrower and the Administrative Agent whether or not such Lender agrees to such extension; provided that any Lender Group, as of that does not so advise the date one or more Committed Lenders having Commitments equal to 100% of such Lender Group’s Lender Group Limit shall in their sole discretion consent to such extension (the Lenders in such a Lender Group, “Extending Lenders”). Any such request shall be subject to the following conditions: (i) at no time will any Commitment have a term of more than 364 days and, if any such request would result in a term of more than 364 days, such request Parent Borrower shall be deemed to have been made for rejected such number Extension Request (any such Lender which shall have rejected or is deemed to have rejected such extension being a “Non-Extending Lender”). The election of days so that, after giving effect any Lender to agree to such extension on shall not obligate any other Lender to so agree. Notwithstanding anything herein to the date requestedcontrary, such term will not exceed 364 days, (ii) none of the Lenders will no Lender shall have any obligation hereunder to extend any its Commitment, (iii) any such extension of the Commitment Termination Date will be effective only upon the written agreement of at least one Committed Lender and the Borrower and (iv) any request for such extension shall be made at least sixty (60) days prior to the then current Commitment Termination Date. The Managing Agent for each applicable Committed Lender will respond to any such request within thirty (30) days (with a copy to the Paying Agent) but in any event no earlier than thirty (30) days prior to the then current Commitment Termination Date, provided that any Managing Agent’s failure to respond within such period shall be deemed to be a rejection of the requested extension.

Extension of Commitment Termination Date. The Borrower may, no more frequently than once each year by delivering written notice to the Managing Agents (with a copy to the Program Agent), request the Lenders to extend the Commitment Termination Date for an additional 364 days past the then applicable Commitment Termination Date, with such extension to become effective with respect to any Lender Group, as of the date one or more Committed Lenders having Commitments equal to 100% of such Lender Group’s Lender Group Limit shall in their sole discretion consent to such extension (the Lenders in such a Lender Group, “Extending Lenders”). Any such request shall be subject to the following conditions: (ia) at no time will any Commitment have a term of more than 364 days and, if any such request would result in a term of more than 364 days, such request shall be deemed to have been made for such number of days so that, after giving effect to such extension on the date requested, such term will not exceed 364 days, (ii) none of the Lenders will have any obligation to extend any Commitment, (iii) any such extension of the Commitment Termination Date will be effective only upon the written agreement of at least one Committed Lender and the Borrower and (iv) any request for such extension shall be made at least sixty (60) Within ---------------------------------------- 30 days prior to the then current scheduled Commitment Termination Date (but no later than the twentieth day prior to the then scheduled Commitment Termination Date), the Borrower may make a written request (an "Extension Request") to the Agent ----------------- who shall forward a copy to each Lender that the Commitment Termination Date be extended to the date that occurs exactly 364 days after the then scheduled Commitment Termination Date. The Managing Agent for each applicable Committed Such Extension Request shall include a certification by a senior officer of the Borrower that no Default or Event of Default has occurred and is continuing and all representations and warranties contained herein are true and correct in all material aspects on and as of the date of the Extension Request (it being understood and agreed that any representation or warranty which expressly refers by its terms to a specified date shall be required to be true and correct in all material respects only as of such date). If by the date occurring 10 days next succeeding the Agent's receipt of such Extension Request, any Lender will respond to any agrees thereto in writing by so indicating on counterparts of the Extension Request and delivering such request within thirty (30) days (with a copy counterpart to the Paying Agent) but in any event no earlier than thirty (30) days prior to the then current Borrower, "Commitment Termination Date" as to such --------------------------- Lender shall mean the date occurring 364 days after the Commitment Termination Date then in effect; provided, provided however, that if such date is not a Business Day, -------- ------- the Commitment Termination Date shall extend to the Business Day next preceding the date that is exactly 364 days after the then scheduled Termination Date; and, provided, further, that any Managing Agent’s failure to respond within such period so notify the Borrower shall be -------- ------- deemed to be a rejection disapproval by such Lender of the requested extensionBorrower's Extension Request. The Commitment of any Lender which does not so agree shall terminate upon the Commitment Termination Date then in effect. No Lender shall be obligated to grant any extension pursuant to this Section 2.16 and any such extension shall be in the sole discretion of each Lender.

Extension of Commitment Termination Date. The Borrower (a) Discover Bank may, no more frequently than once each year by delivering written notice to the Managing Agents Administrative Agent (with which shall promptly notify the Lenders) not more than 90 days and not less than 30 days prior to each anniversary of the date hereof (or if such anniversary date is not a copy to Business Day, the Program AgentBusiness Date next succeeding such anniversary) (such date, the “Extension Effective Date”), request (each, an “Extension Request”) that the Lenders to extend the Commitment Termination Date then in effect (or, if at such time there shall exist different Commitment Termination Dates for the Lenders hereunder, the latest applicable Commitment Termination Date then in effect) (the “Existing Commitment Termination Date”) for an additional 364 days past one year; provided that only two Extension Requests may be requested hereunder. Each Lender, acting in its sole discretion, shall, by notice to Discover Bank and the then applicable Commitment Termination DateAdministrative Agent given not later than the 20th day (or such later day as shall be acceptable to Discover Bank) following the date of Discover Bank’s notice, with advise Discover Bank and the Administrative Agent whether or not such extension Lender agrees to become effective with respect to such extension; provided that any Lender Group, as of the date one or more Committed Lenders having Commitments equal to 100% of such Lender Group’s Lender Group Limit shall in their sole discretion consent to such extension (the Lenders in such a Lender Group, “Extending Lenders”). Any such request shall be subject to the following conditions: (i) at no time will any Commitment have a term of more than 364 days and, if any such request would result in a term of more than 364 days, such request that does not so advise Discover Bank shall be deemed to have been made for rejected such number Extension Credit Agreement Request (any such Lender which shall have rejected or is deemed to have rejected such extension being a “Non-Extending Lender”). The election of days so that, after giving effect any Lender to agree to such extension on the date requested, such term will shall not exceed 364 days, (ii) none of the Lenders will have obligate any obligation other Lender to extend any Commitment, (iii) any such extension of the Commitment Termination Date will be effective only upon the written agreement of at least one Committed Lender and the Borrower and (iv) any request for such extension shall be made at least sixty (60) days prior to the then current Commitment Termination Date. The Managing Agent for each applicable Committed Lender will respond to any such request within thirty (30) days (with a copy to the Paying Agent) but in any event no earlier than thirty (30) days prior to the then current Commitment Termination Date, provided that any Managing Agent’s failure to respond within such period shall be deemed to be a rejection of the requested extensionso agree.

Extension of Commitment Termination Date. The Borrower may, no more frequently than once each year by delivering written notice to Exelon may request an extension of the Managing Agents (with a copy to the Program Agent), request the Lenders to extend the scheduled Commitment Termination Date for all Borrowers by submitting a request for an additional 364 days past the then applicable Commitment Termination Date, with such extension to become effective with respect to any Lender Group, as of the date one or more Committed Lenders having Commitments equal to 100% of such Lender Group’s Lender Group Limit shall in their sole discretion consent to such extension Administrative Agent (the Lenders in such a Lender Group, “Extending Lenders”). Any such request shall be subject to the following conditions: (ian "Extension Request") at no time will any Commitment have a term of more than 364 days and, if any such request would result in a term of more than 364 days, such request shall be deemed to have been made for such number of days so that, after giving effect to such extension on the date requested, such term will not exceed 364 days, (ii) none of the Lenders will have any obligation to extend any Commitment, (iii) any such extension of the Commitment Termination Date will be effective only upon the written agreement of at least one Committed Lender and the Borrower and (iv) any request for such extension shall be made at least sixty (60) 60 days prior to the scheduled Commitment Termination Date then current in effect. The Extension Request must specify the new scheduled Commitment Termination Date requested by Exelon and the date (which must be at least 30 days after the Extension Request is delivered to the Administrative Agent) as of which the Lenders must respond to the Extension Request (the "Response Date"). The new scheduled Commitment Termination Date shall be 364 days after the scheduled Commitment Termination Date in effect at the time an Extension Request is received, including the scheduled Commitment Termination Date as one of the days in the calculation of the days elapsed. Promptly upon receipt of an Extension Request, the Administrative Agent shall notify each Lender of the contents thereof and shall request each Lender to approve such Extension Request, which approval shall be at the sole discretion of each Lender. Each Lender approving such Extension Request shall deliver its written consent no later than the Response Date. If the written consent of each of the Lenders (excluding any Person which ceases to be a Lender pursuant to Section 8.07(g)(iii)) is received by the Administrative Agent, the new scheduled Commitment Termination Date specified in the Extension Request shall become effective on the existing scheduled Commitment Termination Date and the Administrative Agent shall promptly notify each Borrower and each Lender of the new scheduled Commitment Termination Date. The Managing Agent for each applicable Committed If all Lenders (including any Person which becomes a Lender will respond pursuant to any such request within thirty (30Section 8.07(g)) days (with a copy do not consent to an Extension Request, the Paying Agent) but in any event no earlier than thirty (30) days prior to the then current scheduled Commitment Termination Date, provided that any Managing Agent’s failure Date shall not be extended pursuant to respond within such period shall be deemed to be a rejection of the requested extensionExtension Request.

Extension of Commitment Termination Date. (a) The Borrower Borrowers may, no more frequently than once each year by delivering written notice to the Managing Agents Administrative Agent (with a copy which shall promptly notify the Lenders) not later than 45 days and not earlier than 60 days prior to the Program AgentCommitment Termination Date then in effect hereunder (the "Existing Commitment Termination Date"), request that the Lenders to extend the Commitment Termination Date for an additional 364 days past from the then applicable Existing Commitment Termination Date. Each Lender, acting in its sole discretion, shall, by notice to the Borrowers and the Administrative Agent given not earlier than 45 days prior to the Existing Commitment Termination Date, with such extension to become effective with respect to any Lender Group, as of but not later than the date one (herein, the "Consent Date") that is 30 days prior to the Existing Commitment Termination Date (except that, if such date is not a Business Day, such notice shall be given on the next succeeding Business Day), advise the Borrowers and the Administrative Agent whether or more Committed Lenders having Commitments equal to 100% of not such Lender Group’s agrees to such extension; provided that, if such Lender Group Limit shall in their sole discretion gives notice of its consent to such extension (the Lenders in such a Lender Group, “Extending Lenders”). Any such request shall be subject prior to the following conditions: (i) at no time will any Commitment have a term of more than 364 days and, if any such request would result in a term of more than 364 daysConsent Date, such request shall be deemed Lender may revoke such consent at any time prior to have been made for the Consent Date by giving notice of such number of days so that, after giving effect revocation to such extension on the date requested, such term will Borrowers and the Administrative Agent; and provided further that each Lender that determines not exceed 364 days, (ii) none of the Lenders will have any obligation to extend any Commitment, (iii) any such extension of the Commitment Termination Date will be effective only upon (a "Non-Extending Lender") shall notify the written agreement Administrative Agent (which shall notify the Lenders) of at least one Committed Lender and the Borrower and such fact promptly after such determination (iv) any request for such extension shall be made at least sixty (60) days prior to the then current Commitment Termination Date. The Managing Agent for each applicable Committed Lender will respond to any such request within thirty (30) days (with a copy to the Paying Agent) but in any event no earlier later than thirty (30the Consent Date) days prior to and any Lender that does not advise the then current Commitment Termination Date, provided that any Managing Agent’s failure to respond within such period Borrowers on or before the Consent Date shall be deemed to be a rejection Non-Extending Lender. The election of the requested extensionany Lender to agree to such extension shall not obligate any other Lender to so agree.

Extension of Commitment Termination Date. The (a) Subject to subclause (c), from time to time after the first anniversary of the Closing Date, but at least 45 days prior to the scheduled Maturity Date then in effect, the Borrower may, by written notice from the Borrower to the Administrative Agent, request that the scheduled Maturity Date then in effect be extended by one calendar year, effective as of a date selected by the Borrower (the “Extension Effective Date”); provided, that (i) the Borrower may make only one such request in any calendar year and no more frequently than once two such requests during the term of this Agreement (for the avoidance of doubt, after giving effect to the SecondThird Amendment, the Borrower has utilized both extension options available under this Section 2.16) Effective Date and (ii) the Extension Effective Date shall be at least 30 days, but not more than 90 days, after the date such extension request is received by the Administrative Agent (the “Extension Request Date”). Upon receipt of the extension request, the Administrative Agent shall promptly notify each year by delivering Lender of such request. If a Lender agrees, in its sole discretion, to so extend the Maturity Date applicable to its Commitment (an “Extending Lender”), it shall deliver to the Administrative Agent a written notice of its agreement to do so no later than 15 days after the Managing Agents Extension Request Date (with a copy or such later date to which the Program AgentBorrower and the Administrative Agent shall agree), request and the Lenders Administrative Agent shall promptly thereafter notify the Borrower of such Extending Lender’s agreement to extend the Commitment Termination Date for an additional 364 days past applicable to such Lender’s Commitment and Revolving Loans (and such agreement shall be irrevocable until the then applicable Extension Effective Date). Subject to Section 2.16(b), the Commitment Termination Date, with such extension to become effective with respect to of any Lender Group, as of the date one that fails to accept or more Committed Lenders having Commitments equal to 100% of such Lender Group’s Lender Group Limit shall in their sole discretion consent to such extension (the Lenders in such a Lender Group, “Extending Lenders”). Any such request shall be subject respond to the following conditions: (i) at no time will any Commitment have a term of more than 364 days and, if any such Borrower’s request would result in a term of more than 364 days, such request shall be deemed to have been made for such number of days so that, after giving effect to such extension on the date requested, such term will not exceed 364 days, (ii) none of the Lenders will have any obligation to extend any Commitment, (iii) any such extension of the Commitment Termination Maturity Date will (a “Declining Lender”) shall be effective only upon terminated on the written agreement of at least one Committed Maturity Date then in effect for such Lender (without regard to any extension by other Lenders) and on such Maturity Date the Borrower shall pay in full the unpaid principal amount of all Revolving Loans owing to such Declining Lender, together with all accrued and (iv) any request for unpaid interest thereon and all accrued and unpaid fees owing to such extension shall be made at least sixty (60) days prior Declining Lender under this Agreement to the then current Commitment Termination Date. The Managing Agent for each applicable Committed date of such payment of principal and all other amounts due to such Declining Lender will respond to any such request within thirty (30) days (with a copy to the Paying Agent) but in any event no earlier than thirty (30) days prior to the then current Commitment Termination Date, provided that any Managing Agent’s failure to respond within such period shall be deemed to be a rejection of the requested extensionunder this Agreement.

Extension of Commitment Termination Date. The Borrower may, no more frequently than once each year by delivering written notice to Exelon may request an extension of the Managing Agents (with a copy to the Program Agent), request the Lenders to extend the scheduled Commitment Termination Date for any or all Borrowers by submitting a request for an additional 364 days past the then applicable Commitment Termination Date, with such extension to become effective with respect to any Lender Group, as of the date one or more Committed Lenders having Commitments equal to 100% of such Lender Group’s Lender Group Limit shall in their sole discretion consent to such extension Administrative Agent (the Lenders in such a Lender Group, “Extending Lenders”). Any such request shall be subject to the following conditions: (ian "Extension Request") at no time will any Commitment have a term of more than 364 days and, if any such request would result in a term of more than 364 days, such request shall be deemed to have been made for such number of days so that, after giving effect to such extension on the date requested, such term will not exceed 364 days, (ii) none of the Lenders will have any obligation to extend any Commitment, (iii) any such extension of the Commitment Termination Date will be effective only upon the written agreement of at least one Committed Lender and the Borrower and (iv) any request for such extension shall be made at least sixty (60) 60 days prior to the scheduled Commitment Termination Date then current in effect. The Extension Request must specify the new scheduled Commitment Termination Date requested by Exelon and the date (which must be at least 30 days after the Extension Request is delivered to the Administrative Agent) as of which the Lenders must respond to the Extension Request (the "Response Date"). The new scheduled Commitment Termination Date shall be 364 days after the scheduled Commitment Termination Date in effect at the time an Extension Request is received, including the scheduled Commitment Termination Date as one of the days in the calculation of the days elapsed. Promptly upon receipt of an Extension Request, the Administrative Agent shall notify each Lender of the contents thereof and shall request each Lender to approve such Extension Request, which approval shall be at the sole discretion of each Lender. Each Lender approving such Extension Request shall deliver its written consent no later than the Response Date. If the written consent of each of the Lenders (excluding any Person which ceases to be a Lender pursuant to Section 8.07(g)(iii)) is received by the Administrative Agent, the new scheduled Commitment Termination Date specified in the Extension Request shall become effective on the existing scheduled Commitment Termination Date and the Administrative Agent shall promptly notify each Borrower and each Lender of the new scheduled Commitment Termination Date. The Managing Agent for each applicable Committed If all Lenders (including any Person which becomes a Lender will respond pursuant to any such request within thirty (30Section 8.07(g)) days (with a copy do not consent to an Extension Request, the Paying Agent) but in any event no earlier than thirty (30) days prior to the then current scheduled Commitment Termination Date, provided that any Managing Agent’s failure Date shall not be extended pursuant to respond within such period shall be deemed to be a rejection of the requested extensionExtension Request.

Extension of Commitment Termination Date. The (a) So long as no Event of Default has occurred and is continuing, the Borrower maymay request, in a notice given as herein provided and substantially in the form attached hereto as Exhibit E or in such other form as shall be acceptable to the Administrative Agent (the “Extension of Commitment Termination Date Request”) to the Administrative Agent, who shall promptly forward such notice to each of the Lenders, not less than 30 days and not more than 90 days prior to each anniversary of the Closing Date, that the then-applicable Commitment Termination Date (the “Existing Commitment Termination Date”) be extended to the date that is one year after such Existing Commitment Termination Date (each such date, the “Requested Commitment Termination Date”); provided that the Borrower may request such an extension no more frequently than once each year by delivering written two times at any time after the Closing Date. Each Lender, acting in its sole discretion, shall, not later than a date 15 days after its receipt of any such notice from the Borrower, notify the Borrower and the Administrative Agent in writing of its election to the Managing Agents (with a copy to the Program Agent), request the Lenders extend or not to extend the Existing Commitment Termination Date for an additional 364 days past the then applicable Commitment Termination Date, with such extension to become effective with respect to its Commitment. Any Lender which shall not timely notify the Borrower and the Administrative Agent of its election to extend the Existing Commitment Termination Date shall be deemed not to have elected to extend the Existing Commitment Termination Date with respect to its Commitment (any Lender Groupwho timely notifies the Borrower and the Administrative Agent of an election not to extend, or revokes its election to extend in accordance with this Section 2.21, or fails to timely notify the Borrower and the Administrative Agent of its election being referred to as of the date one or more Committed Lenders having Commitments equal to 100% of such Lender Group’s Lender Group Limit shall in their sole discretion consent to such extension (the Lenders in such a Lender Group, “Extending LendersTerminating Lender”). Any such request shall be subject Notwithstanding any provision of this Agreement to the following conditions: (i) at no time will contrary, any Commitment have a term notice by any Lender of more than 364 days and, if any such request would result in a term of more than 364 days, such request shall be deemed to have been made for such number of days so that, after giving effect to such extension on the date requested, such term will not exceed 364 days, (ii) none of the Lenders will have any obligation its willingness to extend any Commitment, (iii) any such extension of the Existing Commitment Termination Date will be effective only upon the written agreement of at least one Committed Lender and the Borrower and (iv) any request for such extension shall be made revocable by such Lender in its sole and absolute discretion at least sixty (60) days any time prior to the then current date which is 30 days after its receipt of any Extension of Commitment Termination DateDate Request. The Managing Agent for each applicable Committed election of any Lender will respond to agree to a requested extension shall not obligate any other Lender to agree to such request within thirty (30) days (with a copy to the Paying Agent) but in any event no earlier than thirty (30) days prior to the then current Commitment Termination Date, provided that any Managing Agent’s failure to respond within such period shall be deemed to be a rejection of the requested extension.

Extension of Commitment Termination Date. (a) The Borrower may, no more frequently than once each year by delivering written notice to the Managing Agents Agent (with a copy which shall promptly notify the Lenders) given not less than 60 days and not more than 90 days prior to the Program Agentinitial Commitment Termination Date (the "Initial Commitment Termination Date"), request that the Lenders to extend the Commitment Termination Date for an additional 364 days past from the then applicable Initial Commitment Termination Date; provided that in no event may the Borrower request more than one such extension. Each Lender, with such extension acting in its sole discretion, shall, by notice (which shall be irrevocable) to become effective with respect to any Lender Group, as of the Borrower and the Agent given no earlier than the date one that is 30 days prior to the Initial Commitment Termination Date (herein, the "Consent Date") and no later than the date that is three Business Days after the Consent Date, advise the Borrower whether or more Committed Lenders having Commitments equal to 100% of not such Lender Group’s Lender Group Limit shall in their sole discretion consent agrees to such extension (the Lenders in such a extension; provided that each Lender Group, “Extending Lenders”). Any such request shall be subject to the following conditions: (i) at no time will any Commitment have a term of more than 364 days and, if any such request would result in a term of more than 364 days, such request shall be deemed to have been made for such number of days so that, after giving effect to such extension on the date requested, such term will that determines not exceed 364 days, (ii) none of the Lenders will have any obligation to extend any Commitment, (iii) any such extension of the Commitment Termination Date will be effective only upon ("Non-Extending Lender") shall notify the written agreement Agent (which shall notify the Lenders) of at least one Committed Lender and the Borrower and such fact promptly after such determination (iv) any request for such extension shall be made at least sixty (60) days prior to the then current Commitment Termination Date. The Managing Agent for each applicable Committed Lender will respond to any such request within thirty (30) days (with a copy to the Paying Agent) but in any event no earlier later than thirty (30the date that is three Business Days after the Consent Date) days and any Lender that does not advise the Borrower on or prior to the then current Commitment Termination Date, provided date that any Managing Agent’s failure is three Business Days after the Consent Date that such Lender agrees to respond within such period extension shall be deemed to be a rejection Non-Extending Lender. The election of the requested extensionany Lender to agree to such extension shall not obligate any other Lender to so agree.

Extension of Commitment Termination Date. (a) The Borrower may, no more frequently than once each year by delivering written notice to the Managing Agents Agent (with a copy which shall promptly notify the Lenders) given not less than 60 days and not more the 90 days prior to the Program Agentinitial Commitment Termination Date (the "Initial Commitment Termination Date"), request that the Lenders to extend the Commitment Termination Date for an additional 364 days past from the then applicable Initial Commitment Termination Date; provided that in no event may the Borrower request more than one such extension. Each Lender, with such extension acting in its sole discretion, shall, by notice (which shall be irrevocable) to become effective with respect to any Lender Group, as of the Borrower and the Agent given no earlier than the date one that is 30 days prior to the Initial Commitment Termination Date (herein, the "Consent Date") and no later than the date that is three Business Days after the Consent Date, advise the Borrower whether or more Committed Lenders having Commitments equal to 100% of not such Lender Group’s Lender Group Limit shall in their sole discretion consent agrees to such extension (the Lenders in such a extension; provided that each Lender Group, “Extending Lenders”). Any such request shall be subject to the following conditions: (i) at no time will any Commitment have a term of more than 364 days and, if any such request would result in a term of more than 364 days, such request shall be deemed to have been made for such number of days so that, after giving effect to such extension on the date requested, such term will that determines not exceed 364 days, (ii) none of the Lenders will have any obligation to extend any Commitment, (iii) any such extension of the Commitment Termination Date will be effective only upon ("Non-Extending Lender") shall notify the written agreement Agent (which shall notify the Lenders) of at least one Committed Lender and the Borrower and such fact promptly after such determination (iv) any request for such extension shall be made at least sixty (60) days prior to the then current Commitment Termination Date. The Managing Agent for each applicable Committed Lender will respond to any such request within thirty (30) days (with a copy to the Paying Agent) but in any event no earlier later than thirty (30the date three Business Days after the Consent Date) days and any Lender that does not advise the Borrower on or prior to the then current Commitment Termination Date, provided date three Business Days after the Consent Date that any Managing Agent’s failure such Lender agrees to respond within such period extension shall be deemed to be a rejection Non-Extending Lender. The election of the requested extensionany Lender to agree to such extension shall not obligate any other Lender to so agree.

Extension of Commitment Termination Date. The Borrower Company may, no more frequently than once each year by delivering written ---------------------------------------- notice to the Managing Agents Administrative Agent (with which shall promptly deliver a copy thereof to each of the Banks) not more than 90 days, nor fewer than 60 days, prior to the Program AgentCommitment Termination Date then in effect hereunder (the "Existing -------- Commitment Termination Date"), request that the Lenders to Banks extend the Commitment --------------------------- Termination Date for an additional 364 360 day period. If each Bank, acting in its sole discretion, by notice to the Company and Administrative Agent given on the date (and only on the date) 30 days past prior to the Existing Commitment Termination Date (provided, if such date is not a Business Day, then applicable such notice date shall by the next succeeding Business Day) (the "Consent Date"), agrees to such ------------ request, then effective as of the Existing Commitment Termination Date, with the Commitment Termination Date shall be extended to the date falling 360 days after the Consent Date (provided, if such date is not a Business Day, then such Commitment Termination Date as so extended shall be the next preceding Business Day); provided that such extension to become shall not be effective with respect to any Lender Group, unless (i) no Default shall have occurred and be continuing on the date of the notice requesting such extension or on the Existing Commitment Termination Date and (ii) each of the representations and warranties of the Company in Section 7 hereof shall be true and correct on and as of each of the date one or more Committed Lenders having Commitments equal to 100% of such Lender Group’s Lender Group Limit shall in their sole discretion consent to notice and the Existing Commitment Termination Date with the same force and effect as if made on and as of each such extension date (the Lenders in such a Lender Group, “Extending Lenders”). Any such request shall be subject to the following conditions: (i) at no time will any Commitment have a term of more than 364 days andor, if any such request would result in a term of more than 364 days, such request shall be deemed representation or warranty is expressly stated to have been made for as of a specific date, as of such number of days so that, after giving effect to such extension on the date requested, such term will not exceed 364 days, (ii) none of the Lenders will have any obligation to extend any Commitment, (iii) any such extension of the Commitment Termination Date will be effective only upon the written agreement of at least one Committed Lender and the Borrower and (iv) any request for such extension shall be made at least sixty (60) days prior to the then current Commitment Termination Date. The Managing Agent for each applicable Committed Lender will respond to any such request within thirty (30) days (with a copy to the Paying Agent) but in any event no earlier than thirty (30) days prior to the then current Commitment Termination Date, provided that any Managing Agent’s failure to respond within such period shall be deemed to be a rejection of the requested extensionspecific date).

Extension of Commitment Termination Date. The Borrower Borrowers may, no more frequently than once each year by delivering written notice from the Borrower to the Managing Agents (with a copy Agent not less than 75 days and not more than 90 days prior to the Program Agent), request the Lenders to extend the Commitment Termination Date for an additional then in effect (the "Existing Termination Date"), request that the Existing Termination Date be extended to the date which is 364 days past (or if such day is not a Business Day, the then applicable next preceding Business Day) after the Consent Date (defined below). The Agent shall within five Business Days of the receipt of such request, give notice to each Lender requesting the consent of the Lenders thereto. Each Lender shall consider such request in its sole and independent discretion and may conduct a full credit evaluation of the Borrowers and Parent Guarantor in considering such request, and such consideration may include receipt by such Lender of an appropriate renewal fee (which fee the initial Lenders have advised the Parent Guarantor on an indicative basis would be 30 basis points of such Lender's renewed Commitment Termination [which indicative fee level is based on market conditions, credit conditions and Lender internal return requirements as of the Closing Date, with ]). Each Lender agreeing to such extension (an "Extending Lender") shall notify the Agent no sooner than 60 days prior to become the Existing Termination Date nor later than the date 45 days prior to the Existing Termination Date (the "Consent Date"); provided that each Lender that determines not to extend the Existing Termination Date (a "Non-extending Lender") shall notify the Agent (which shall notify the Borrowers) promptly after such determination (but in no event later than the Consent Date) and any Lender which does not advise the Agent of its consent by the Consent Date shall be deemed a Non-extending Lender. Notices to the Administrative Agent regarding extension of the Existing Termination Date shall be irrevocable. Notwithstanding the foregoing, the extension of the Existing Termination Date pursuant to this Section 2.19 shall not be effective with respect to any Lender Groupunless (i) all Lenders are Extending Lenders and (ii) the Administrative Agent has received a certificate of the Borrower, dated the Existing Termination Date, signed by the chief financial officer, the treasurer or the chief accounting officer of the Borrower to the effect that since the date of the most recent financial statements furnished to the Lenders pursuant to Section 6.4 hereof prior to the Consent Date, there has occurred no material adverse change in the business, financial position, results of operation or prospects of the Borrower and its consolidated subsidiaries, considered as a whole, no Default has occurred or is continuing or will result from extending the Existing Termination Date; and as of the date one or more Committed Lenders having Commitments equal to 100% of such Lender Group’s Lender Group Limit shall certificate, the representations and warranties made by the Borrowers, respectively, in their sole discretion consent to Section 3 are true and correct with the same force and effect as if made on and as of such extension (the Lenders in such a Lender Group, “Extending Lenders”). Any such request shall be subject to the following conditions: (i) at no time will any Commitment have a term of more than 364 days and, if any such request would result in a term of more than 364 days, such request shall be deemed to have been made for such number of days so that, after giving effect to such extension on the date requested, such term will not exceed 364 days, (ii) none of the Lenders will have any obligation to extend any Commitment, (iii) any such extension of the Commitment Termination Date will be effective only upon the written agreement of at least one Committed Lender and the Borrower and (iv) any request for such extension shall be made at least sixty (60) days prior to the then current Commitment Termination Date. The Managing Agent for each applicable Committed Lender will respond to any such request within thirty (30) days (with a copy to the Paying Agent) but in any event no earlier than thirty (30) days prior to the then current Commitment Termination Date, provided that any Managing Agent’s failure to respond within such period shall be deemed to be a rejection of the requested extensiondate.

Extension of Commitment Termination Date. The (a) Subject to subclause (c), from time to time after the first anniversary of the Closing Date, but at least 45 days prior to the scheduled Maturity Date then in effect, the Borrower may, by written notice from the Borrower to the Administrative Agent, request that the scheduled Maturity Date then in effect be extended by one calendar year, effective as of a date selected by the Borrower (the “Extension Effective Date”); provided, that (i) the Borrower may make only one such request in any calendar year and no more frequently than once two such requests during the term of this Agreement (for the avoidance of doubt, after giving effect to the Second Amendment, the Borrower has utilized both extension options available under this Section 2.16) and (ii) the Extension Effective Date shall be at least 30 days, but not more than 90 days, after the date such extension request is received by the Administrative Agent (the “Extension Request Date”). Upon receipt of the extension request, the Administrative Agent shall promptly notify each year by delivering Lender of such request. If a Lender agrees, in its sole discretion, to so extend the Maturity Date applicable to its Commitment (an “Extending Lender”), it shall deliver to the Administrative Agent a written notice of its agreement to do so no later than 15 days after the Managing Agents Extension Request Date (with a copy or such later date to which the Program AgentBorrower and the Administrative Agent shall agree), request and the Lenders Administrative Agent shall promptly thereafter notify the Borrower of such Extending Lender’s agreement to extend the Commitment Termination Date for an additional 364 days past applicable to such Lender’s Commitment and Revolving Loans (and such agreement shall be irrevocable until the then applicable Extension Effective Date). Subject to Section 2.16(b), the Commitment Termination Date, with such extension to become effective with respect to of any Lender Group, as of the date one that fails to accept or more Committed Lenders having Commitments equal to 100% of such Lender Group’s Lender Group Limit shall in their sole discretion consent to such extension (the Lenders in such a Lender Group, “Extending Lenders”). Any such request shall be subject respond to the following conditions: (i) at no time will any Commitment have a term of more than 364 days and, if any such Borrower’s request would result in a term of more than 364 days, such request shall be deemed to have been made for such number of days so that, after giving effect to such extension on the date requested, such term will not exceed 364 days, (ii) none of the Lenders will have any obligation to extend any Commitment, (iii) any such extension of the Commitment Termination Maturity Date will (a “Declining Lender”) shall be effective only upon terminated on the written agreement of at least one Committed Maturity Date then in effect for such Lender (without regard to any extension by other Lenders) and on such Maturity Date the Borrower shall pay in full the unpaid principal amount of all Revolving Loans owing to such Declining Lender, together with all accrued and (iv) any request for unpaid interest thereon and all accrued and unpaid fees owing to such extension shall be made at least sixty (60) days prior Declining Lender under this Agreement to the then current Commitment Termination Date. The Managing Agent for each applicable Committed date of such payment of principal and all other amounts due to such Declining Lender will respond to any such request within thirty (30) days (with a copy to the Paying Agent) but in any event no earlier than thirty (30) days prior to the then current Commitment Termination Date, provided that any Managing Agent’s failure to respond within such period shall be deemed to be a rejection of the requested extensionunder this Agreement.

Extension of Commitment Termination Date. (a) The Borrower Company may, no more frequently than once each year by delivering written notice to the Managing Agents (with a copy Administrative Agent not earlier than 12 months after the Effective Date and not later than 30 days prior to the Program AgentCommitment Termination Date then in effect (the “Existing Commitment Termination Date”), request (an “Extension Request”) that the Lenders to extend the Commitment Termination Date for an additional 364 days past period of one year from the then applicable Existing Commitment Termination Date; provided that the Company may not make (i) more than two Extensions Requests and (ii) more than one Extension Request in any period of 12 consecutive months. The Administrative Agent shall promptly notify each Lender of each Extension Request, with such extension to become effective with respect to any and each Lender Groupshall, as of the date one or more Committed Lenders having Commitments equal to 100% in turn, not later than 20 days after delivery of such notice by the Administrative Agent to the Lenders, notify the Administrative Agent in writing as to whether such Lender Group’s Lender Group Limit shall in their sole discretion consent consents to such extension (the Lenders which consent may be given or withheld in such a Lender’s sole discretion) (each Lender Group, agreeing to such requested extension being called an “Extending LendersLender” and each Lender declining to agree to such requested extension being called a “Non-Extending Lender”). Any Lender with a then effective Commitment may consent to an Extension Request irrespective of whether such request Lender previously had been a Non-Extending Lender with respect to a previous Extension Request. If any Lender shall be subject fail to notify the Administrative Agent in writing of its consent to any Extension Request not later than 20 days after the delivery of such notice by the Administrative Agent to the following conditions: (i) at no time will any Commitment have a term of more than 364 days and, if any such request would result in a term of more than 364 daysLenders, such request Lender shall be deemed to have been made for such number of days so that, after giving effect not consented to such extension on the date requested, such term will not exceed 364 days, (ii) none of the Lenders will have any obligation to extend any Commitment, (iii) any such extension of the Commitment Termination Date will be effective only upon the written agreement of at least one Committed Lender and the Borrower and (iv) any request for such extension shall be made at least sixty (60) days prior deemed, with respect to the then current Commitment Termination Date. The Managing Agent for each applicable Committed Lender will respond to any such request within thirty (30) days (with a copy to the Paying Agent) but in any event no earlier than thirty (30) days prior to the then current Commitment Termination DateExtension Request, provided that any Managing Agent’s failure to respond within such period shall be deemed to be a rejection Non-Extending Lender). The Administrative Agent shall promptly notify the Company of the requested extensionconsents received with respect to each Extension Request.

Extension of Commitment Termination Date. (a) The Borrower Company may, no more frequently than once each year by delivering written notice to the Managing Agents Administrative Agent (with a copy which shall promptly notify the Lenders) not less than 40 days and not more than 45 days prior to the Program AgentCommitment Termination Date then in effect hereunder (the "Existing Commitment Termination Date"), request that the Lenders to extend the Commitment Termination Date for an additional 364 days past from the then applicable Existing Commitment Termination Date. Each Lender, with such extension acting in its sole discretion, shall, by notice to become effective with respect to any Lender Group, as of the Company and the Administrative Agent given on or before the date one (herein, the "Consent Date") that is 30 days prior to the Existing Commitment Termination Date (except that, if such date is not a Business Day, such notice shall be given on the next succeeding Business Day), advise the Company and the Administrative Agent whether or more Committed Lenders having Commitments equal to 100% of not such Lender Group’s agrees to such extension; provided that, if such Lender Group Limit shall in their sole discretion gives notice of its consent to such extension (the Lenders in such a Lender Group, “Extending Lenders”). Any such request shall be subject prior to the following conditions: (i) at no time will any Commitment have a term of more than 364 days and, if any such request would result in a term of more than 364 daysConsent Date, such request shall be deemed Lender may revoke such consent at any time prior to have been made for the Consent Date by giving notice of such number of days so that, after giving effect revocation to such extension on the date requested, such term will Company and the Administrative Agent; and provided further that each Lender that determines not exceed 364 days, (ii) none of the Lenders will have any obligation to extend any Commitment, (iii) any such extension of the Commitment Termination Date will be effective only upon (a "Non-extending Lender") shall notify the written agreement Administrative Agent (which shall notify the Lenders) of at least one Committed Lender and the Borrower and such fact promptly after such determination (iv) any request for such extension shall be made at least sixty (60) days prior to the then current Commitment Termination Date. The Managing Agent for each applicable Committed Lender will respond to any such request within thirty (30) days (with a copy to the Paying Agent) but in any event no earlier later than thirty (30the Consent Date) days prior to and any Lender that does not advise the then current Commitment Termination Date, provided that any Managing Agent’s failure to respond within such period Company on or before the Consent Date shall be deemed to be a rejection Non-extending Lender. The election of any Lender that does not advise the requested extensionCompany on or before the Consent Date shall be deemed to be a Non-extending Lender. The election of any Lender to agree to such extension shall not obligate any other Lender to so agree.

Extension of Commitment Termination Date. (a) The Borrower may, no more frequently than once each year by delivering written notice to may request an extension of the Managing Agents (with a copy to the Program Agent), request the Lenders to extend the initial Commitment Termination Date for an additional 364 days past Date, or if previously extended, the then then-applicable Commitment Termination Date, with for an additional twelve (12) month period in the case of each such extension by delivering an irrevocable written notice to become effective the Administrative Agent, accompanied by projections prepared by the Borrower with respect to any Lender Groupsuch extension period containing such information as may be reasonably requested by the Administrative Agent (which notice, as together with such projections, shall promptly be forwarded by the Administrative Agent to the Banks), not more than one hundred twenty (120) nor less than ninety (90) days prior to the first and second anniversaries of the date one or more Committed Lenders having Commitments equal to 100% Closing Date (any such request, an "Extension Request"). Upon receipt of such Lender Group’s Lender Group Limit Extension Request, each Bank shall in their sole discretion consent respond to such extension (the Lenders in such a Lender Group, “Extending Lenders”). Any such request shall be subject to the following conditions: (i) at no time will any Commitment have a term of more than 364 days and, if any such request would result in a term of more than 364 days, such request shall be deemed to have been made for such number of days so that, after giving effect to such extension on the date requested, such term will not exceed 364 days, (ii) none of the Lenders will have any obligation to extend any Commitment, (iii) any such extension of the Commitment Termination Date will be effective only upon the written agreement of at least one Committed Lender and the Borrower and (iv) any request for such extension shall be made at least the Administrative Agent in writing no later than sixty (60) days prior to such anniversary of the then current Closing Date, either irrevocably consenting to such Extension Request or declining to extend such Bank's Commitment. Any determination by any Bank to consent to an extension of the Commitment Termination Date shall be in its sole and absolute discretion and, subject to receipt by the Borrower and the Administrative Agent of such consent, there shall be no obligation on the part of any Bank hereunder, whether express or implied, to extend the Commitment Termination Date. The Managing Agent for each applicable Committed Lender will respond to any such request within thirty (30) days (with a copy to the Paying Agent) but in any event no earlier than thirty (30) days prior to the then current Commitment Termination Date, provided that any Managing Agent’s failure Any Bank which fails to respond within such period by the date set forth above shall be deemed to be a rejection have declined the Extension Request. Upon receipt of the requested extensionwritten consent to such Extension Request by the Borrower and the Administrative Agent from Banks holding 100% of the aggregate Commitments, the Administrative Agent shall notify the Borrower and the Banks that the Commitment Termination Date has been extended for an additional twelve (12) month period.

Extension of Commitment Termination Date. The Borrower maySeller may request, no more frequently than once each year by delivering written notice on an annual basis, a 364-day extension of the Commitment Termination Date. Such request must be delivered in writing to the Managing Agents (with a copy Agent and each Purchaser no later than 60 days prior to the Program Agent)then- scheduled Commitment Termination Date. Each Purchaser shall notify the Seller and the Agent in writing no later than 30 days prior to the then-scheduled Commitment Termination Date, request if it agrees to the Lenders extension of the Commitment Termination Date, which decision shall be made in its sole discretion. If all Purchasers agree to extend the extension, the Commitment Termination Date shall be extended for 364 days. If any Purchaser does not notify the Agent in writing that it agrees to such an additional 364 extension at least 30 days past before the then applicable then-scheduled Commitment Termination Date, with the Agent shall notify the other Purchasers thereof and the Seller shall have the right, subject to Section 13.2, to designate another bank or financial institution, which may be a Purchaser, which is acceptable to the Agent to purchase at par (on any Settlement Date following on or before the then-scheduled Commitment Termination Date) such extension to become effective with respect to any Lender Group, as declining Purchaser's Pro Rata Share of the date one Aggregate Net Investment and to assume such Purchaser's Pro Rata Share of the Commitment without recourse to or more Committed Lenders having Commitments equal to 100% of such Lender Group’s Lender Group Limit shall in their sole discretion consent to such extension (the Lenders in such a Lender Groupwarranty by, “Extending Lenders”). Any such request shall be subject to the following conditions: (i) at no time will any Commitment have a term of more than 364 days and, if any such request would result in a term of more than 364 daysor expense to, such request Purchaser except that such declining Purchaser shall be deemed to have been made for such number of days so that, after giving effect represented and warranted to such extension on the date requested, such term will not exceed 364 days, (ii) none Seller and to the replacement Purchaser that its Pro Rata Share of the Lenders will have any obligation Aggregate Net Investment is free and clear of Liens created by or arising under such declining Purchaser. If the Seller designates another bank or financial institution pursuant to extend any Commitmentthe immediately preceding sentence, (iii) any the declining Purchaser shall be obligated to sell its Undivided Interest to the replacement Purchaser upon such extension of terms. If no such replacement Purchaser is found, the Commitment Termination Date will shall not be effective only upon the written agreement of at least one Committed Lender and the Borrower and (iv) any request for such extension shall be made at least sixty (60) days prior to the then current Commitment Termination Date. The Managing Agent for each applicable Committed Lender will respond to any such request within thirty (30) days (with a copy to the Paying Agent) but in any event no earlier than thirty (30) days prior to the then current Commitment Termination Date, provided that any Managing Agent’s failure to respond within such period shall be deemed to be a rejection of the requested extensionextended.

Extension of Commitment Termination Date. The Borrower may, no more frequently (a) Not earlier than once each year by delivering written notice to the Managing Agents (with a copy to the Program Agent), request the Lenders to extend the Commitment Termination Date for an additional 364 days past the then applicable Commitment Termination Date, with such extension to become effective with respect to any Lender Group, as of the date one or more Committed Lenders having Commitments equal to 100% of such Lender Group’s Lender Group Limit shall in their sole discretion consent to such extension (the Lenders in such a Lender Group, “Extending Lenders”). Any such request shall be subject to the following conditions: (i) at no time will any Commitment have a term of more 45 nor later than 364 days and, if any such request would result in a term of more than 364 days, such request shall be deemed to have been made for such number of days so that, after giving effect to such extension on the date requested, such term will not exceed 364 days, (ii) none of the Lenders will have any obligation to extend any Commitment, (iii) any such extension of the Commitment Termination Date will be effective only upon the written agreement of at least one Committed Lender and the Borrower and (iv) any request for such extension shall be made at least sixty (60) 30 days prior to the then current scheduled Commitment Termination Date (the “Existing Commitment Termination Date”), the Borrowers may make a written request (an “Extension Request”) to the Administrative Agent, who shall forward a copy to each Lender, that the Commitment Termination Date be extended to the date that occurs exactly 364 days after the Existing Commitment Termination Date. The Managing Such Extension Request shall include a certification by a senior officer of each Borrower that no Default has occurred and is continuing and all representations and warranties contained herein are true and correct in all material aspects on and as of the date of the Extension Request (it being understood and agreed that any representation or warranty which expressly refers by its terms to a specified date shall be required to be true and correct in all material respects only as of such date). Each Lender that agrees to such Extension Request shall so notify the Administrative Agent for each applicable Committed Lender will respond to any such request within thirty (30) days (with a copy to the Paying Agent) but in any event no writing not earlier than thirty (30) 30 days nor later than 20 days prior to the then current Existing Commitment Termination Date, Date by indicating such agreement on counterparts of the Extension Request and delivering such counterpart to the Administrative Agent and the Borrowers; provided that any Managing Agent’s failure to respond within such period so notify the Administrative Agent and the Borrowers shall be deemed to be a rejection disapproval by such Lender of the requested extensionBorrowers’ Extension Request. The Administrative Agent shall notify the Borrowers in writing of the Lenders’ decisions with respect to such Extension Request not later than 15 days prior to the Existing Commitment Termination Date. The Commitment of any Lender which does not so agree shall terminate upon the Existing Commitment Termination Date. No Lender shall be obligated to grant any extension pursuant to this Section 2.16 and any such extension shall be in the sole discretion of each Lender.

Extension of Commitment Termination Date. The Borrower (a) CFC may, no more frequently than once each year by delivering written notice to the Managing Agents Administrative Agent (with a copy such notice being an “Extension Notice”) given no earlier than 60 days and no later than 45 days prior to the Program Agent)Commitment Termination Date, request the Lenders to consider an extension of the then applicable Commitment Termination Date to a date 364 days after the then applicable Commitment Termination Date. The Managing Administrative Agent shall promptly transmit any Extension Notice to each Lender. Each Lender shall notify the Managing Administrative Agent whether it wishes to extend the then applicable Commitment Termination Date no later than 20 days prior to such Commitment Termination Date, and any such notice given by a Lender to the Managing Administrative Agent, once given, shall be irrevocable as to such Lender. Any Lender which does not expressly notify the Managing Administrative Agent prior to such 20-day period that it wishes to so extend the then applicable Commitment Termination Date shall be deemed to have rejected the Borrowers’ request for extension of such Commitment Termination Date. Lenders consenting to extend the then applicable Commitment Termination Date are hereinafter referred to as “Extending Lenders”, and Lenders declining to consent to extend such Commitment Termination Date (or Lenders deemed to have so declined) are hereinafter referred to as “Non-Extending Lenders”. If the Required Lenders have elected (in their sole and absolute discretion) to so extend the Commitment Termination Date, the Managing Administrative Agent shall notify CFC of such election by such Required Lenders no later than 15 days prior to such Commitment Termination Date, and upon receipt of such notice CFC shall promptly inform the Managing Administrative Agent whether or not one or more Borrowers wish to extend the Commitment Termination Date for an additional 364 days past with respect to the then applicable Commitments of the Extending Lenders. In the event that one or more Borrowers elect to accept the Extending Lenders’ offer to extend the Commitment Termination Date, with such extension to become effective with respect to any Lender Group, as of the date one or more Committed Lenders having Commitments equal to 100% Commitment Termination Date of such Lender Group’s Lender Group Limit Extending Lenders shall in their sole discretion consent be so extended. No extension will be permitted hereunder if any Borrower has selected the Term-Out Maturity Date pursuant to such extension (the Lenders in such a Lender Group, “Extending Lenders”Section 2.09(a). Any such request shall be subject to Upon the following conditions: (i) at no time will any Commitment have a term delivery of more than 364 days and, if any such request would result in a term of more than 364 days, such request shall be deemed to have been made for such number of days so that, after giving effect to such extension on an Extension Notice and upon the date requested, such term will not exceed 364 days, (ii) none of the Lenders will have any obligation to extend any Commitment, (iii) any such extension of the Commitment Termination Date will pursuant to this Section 2.19, the relevant Borrowers shall be effective only upon deemed to have represented and warranted on and as of the written agreement date of at least one Committed Lender such Extension Notice and the Borrower effective date of such extension, as the case may be, that no Default or Event of Default has occurred and (iv) any request for such extension shall be made at least sixty (60) days prior is continuing. Notwithstanding anything contained in this Agreement to the then current Commitment Termination Date. The Managing Agent for each applicable Committed contrary, no Lender will respond shall have any obligation to any such request within thirty (30) days (with a copy to extend the Paying Agent) but in any event no earlier than thirty (30) days prior to the then current Commitment Termination Date, provided that any Managing Agent’s failure and each Lender may at its option, unconditionally and without cause, decline to respond within such period shall be deemed to be a rejection of extend the requested extensionCommitment Termination Date.

Extension of Commitment Termination Date. The (a) So long as no Event of Default has occurred and is continuing, the Borrower may, no at any one time in any calendar year (but not less than 30 days and not more frequently than once each year 60 days prior to the proposed Extension Date (as defined below)) and on not more than two occasions following the Execution Date, by delivering written notice to the Managing Agents Agent (with who shall promptly provide a copy of such notice to the Program Agenteach Bank), request the Lenders propose to extend the Commitment Termination Date for an additional 364 days past by one year; provided that the then applicable Commitment Termination Date, with as so extended, shall not be more than five years later than the applicable Extension Date. Such notice shall specify the date (which shall be not less than 15 days after such notice is delivered to the Agent) by which Xxxxx are requested to respond to such request, and the date that such extension is to become effective with respect to any Lender Group, as of the date one or more Committed Lenders having Commitments equal to 100% of such Lender Group’s Lender Group Limit shall in their sole discretion consent to such extension (the Lenders in such a Lender Group, “Extending LendersExtension Date”). Any Each Bank may, not later than 15 days (or such request shall be subject other date specified by the Borrower in such written notice delivered pursuant to the following conditions: immediately preceding sentence or any supplement thereto) after such notice is delivered to the Agent, elect by written notice to the Borrower and the Agent to extend its Commitment Termination Date by a period of one year. No Bank (ior any successor thereto) at no time will any Commitment have a term of more than 364 days and, if any such request would result in a term of more than 364 days, such request shall be deemed to have been made for such number of days so that, after giving effect to such extension on the date requested, such term will not exceed 364 days, (ii) none of the Lenders will have any obligation to extend its Commitment Termination Date, and any Commitment, (iii) decision by a Bank to extend its Commitment Termination Date shall be made in its sole discretion independently from any such extension of other Bank. Any Bank that does not respond to a request to extend the Commitment Termination Date will be effective only upon the written agreement of at least one Committed Lender and the Borrower and (iv) any request for such extension shall be made at least sixty (60) days prior to the then current Commitment Termination Date. The Managing Agent for each applicable Committed Lender will respond to any such request within thirty (30) days (with a copy to the Paying Agent) but in any event no earlier than thirty (30) days prior to the then current Commitment Termination Date, provided that any Managing Agent’s failure to respond within such period shall be deemed to be a rejection of the requested extensionNon-Consenting Bank.

Extension of Commitment Termination Date. (a) The Borrower Applicable Borrowers may, no more frequently than once each year by delivering written notice to the Managing Agents Administrative Agent (with which shall promptly deliver a copy to each of the Program Agent)Lenders) given not less than 60 days and not Credit Agreement ---------------- more than 90 days prior to any of the first, second and third anniversaries of the date of this Agreement, request that the Lenders to extend the Commitment Termination Date then in effect for an additional 364 days past any Tranche (the then applicable "Existing Commitment ------------------- Termination Date, with ") to the date one year following the Existing Commitment ---------------- Termination Date; provided that in no event may (i) the Applicable Borrowers -------- request more than three such extension to become effective extensions with respect to any Lender Group, as of the date one or more Committed Lenders having Commitments equal to 100% of such Lender Group’s Lender Group Limit shall in their sole discretion consent to such extension (the Lenders in such a Lender Group, “Extending Lenders”). Any such request shall be subject to the following conditions: (i) at no time will any Commitment have a term of more than 364 days and, if any such request would result in a term of more than 364 days, such request shall be deemed to have been made for such number of days so that, after giving effect to such extension on the date requested, such term will not exceed 364 daysTranche, (ii) none of the Lenders will have Applicable Borrowers request more than one extension for any obligation Tranche with respect to extend any Commitment, such anniversary date and (iii) any such extension of the Commitment Termination Date will be effective only upon the written agreement of at least one Committed Lender and the Borrower and (iv) effected with respect to any Tranche unless such request for such extension shall be made at least sixty (60) by each Applicable Borrower under such Tranche. Each Lender, acting in its sole discretion, shall, by notice to the Applicable Borrowers and the Administrative Agent given not later than the date 30 days prior to the then current Commitment Termination relevant anniversary of the date of this Agreement with respect to which such extension was requested (the "Consent ------- Date. The Managing Agent for each applicable Committed "), advise the Applicable Borrowers whether or not such Lender will respond agrees to ---- such extension; provided that (i) the election of any Lender to agree to such -------- extension shall not obligate any other Lender to agree to such extension, (ii) any such notice, once given, shall be revocable until the Consent Date and (iii) any Lender under any Tranche that is a Non-Extending Lender (as defined below) with respect to an extension request made under such Tranche with respect to any such request within thirty (30) days (with a copy to the Paying Agent) but in any event no earlier than thirty (30) days prior to the then current Commitment Termination Date, provided that any Managing Agent’s failure to respond within such period shall be deemed to be a rejection anniversary of the requested extensiondate of this Agreement may not agree (other than with respect to a Commitment acquired from another Lender after the Consent Date) to an extension request made under such Tranche with respect to a subsequent anniversary of the date of this Agreement.

Extension of Commitment Termination Date. (a) The Borrower may, no more frequently than once each year by delivering written notice to the Managing Agents Lender (with a copy such notice being an "Extension Notice") given no earlier than 60 days and no later than 45 days prior to the Program Agent)Commitment Termination Date, request that the Lenders Lender consider an extension of the then applicable Commitment Termination Date to a date 364 days after the then applicable Commitment Termination Date. If the Lender has elected (in its sole and absolute discretion) to so extend the Commitment Termination Date, the Lender shall notify the Borrower of such election no later than 15 days prior to such Commitment Termination Date, and upon receipt of such notice the Borrower shall promptly inform the Lender whether or not it wishes to extend the Commitment Termination Date for an additional 364 days past with respect to the Commitments of the Lender. If the Lender does not expressly notify the Borrower prior to such 15-day period that it wishes to so extend the then applicable Commitment Termination Date, with such extension to become effective with respect to any Date the Lender Group, as of the date one or more Committed Lenders having Commitments equal to 100% of such Lender Group’s Lender Group Limit shall in their sole discretion consent to such extension (the Lenders in such a Lender Group, “Extending Lenders”). Any such request shall be subject to the following conditions: (i) at no time will any Commitment have a term of more than 364 days and, if any such request would result in a term of more than 364 days, such request shall be deemed to have been made rejected the Borrower's request for extension of such number of days Commitment Termination Date. In the event that the Lender has elected to so thatextend the Commitment Termination Date and in the event that the Borrower elects to accept the Lender's offer to extend the Commitment Termination Date, after giving effect to such extension on the date requested, such term will not exceed 364 days, (ii) none Commitment Termination Date of the Lenders Lender shall be so extended. No extension will have any obligation be permitted hereunder if the Borrower has selected the Term-Out Maturity Date pursuant to extend any Commitment, (iii) any such Section 2.09(a). Upon the delivery of an Extension Notice and upon the extension of the Commitment Termination Date will pursuant to this Section 2.19, the Borrower shall be effective only upon deemed to have represented and warranted on and as of the written agreement date of at least one Committed Lender such Extension Notice and the Borrower effective date of such extension, as the case may be, that no Default or Event of Default has occurred and (iv) any request for such extension shall be made at least sixty (60) days prior is continuing. Notwithstanding anything contained in this Agreement to the then current Commitment Termination Date. The Managing Agent for each applicable Committed contrary, the Lender will respond shall not have any obligation to any such request within thirty (30) days (with a copy to extend the Paying Agent) but in any event no earlier than thirty (30) days prior to the then current Commitment Termination Date, provided that any Managing Agent’s failure and the Lender may at its option, unconditionally and without cause, decline to respond within such period shall be deemed to be a rejection of extend the requested extensionCommitment Termination Date.

Extension of Commitment Termination Date. The (a) So long as no Event of Default has occurred and is continuing, the Borrower maymay request, in a notice given as herein provided and substantially in the form attached hereto as Exhibit E or in such other form as shall be acceptable to the Administrative Agent (the “Extension of Commitment Termination Date Request”) to the Administrative Agent, who shall promptly forward such notice to each of the Lenders, not less than 60 days and not more than 90 days prior to each anniversary of the Availability Date, that the then-applicable Commitment Termination Date (the “Existing Commitment Termination Date”) be extended to the date that is one year after such Existing Commitment Termination Date (each such date, the “Requested Commitment Termination Date”); provided that the Borrower may request such an extension no more frequently than once each year by delivering written two times. Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from the Borrower, notify the Borrower and the Administrative Agent in writing of its election to the Managing Agents (with a copy to the Program Agent), request the Lenders extend or not to extend the Existing Commitment Termination Date for an additional 364 days past the then applicable Commitment Termination Date, with such extension to become effective with respect to its Commitment. Any Lender which shall not timely notify the Borrower and the Administrative Agent of its election to extend the Existing Commitment Termination Date shall be deemed not to have elected to extend the Existing Commitment Termination Date with respect to its Commitment (any Lender Groupwho timely notifies the Borrower and the Administrative Agent of an election not to extend, or revokes its election to extend in accordance with this Section 2.21, or fails to timely notify the Borrower and the Administrative Agent of its election being referred to as of the date one or more Committed Lenders having Commitments equal to 100% of such Lender Group’s Lender Group Limit shall in their sole discretion consent to such extension (the Lenders in such a Lender Group, “Extending LendersTerminating Lender”). Any such request shall be subject Notwithstanding any provision of this Agreement to the following conditions: (i) at no time will contrary, any Commitment have a term notice by any Lender of more than 364 days and, if any such request would result in a term of more than 364 days, such request shall be deemed to have been made for such number of days so that, after giving effect to such extension on the date requested, such term will not exceed 364 days, (ii) none of the Lenders will have any obligation its willingness to extend any Commitment, (iii) any such extension of the Existing Commitment Termination Date will be effective only upon the written agreement of at least one Committed Lender and the Borrower and (iv) any request for such extension shall be made revocable by such Lender in its sole and absolute discretion at least sixty (60) days any time prior to the then current date which is 30 days after its receipt of any Extension of Commitment Termination DateDate Request. The Managing Agent for each applicable Committed election of any Lender will respond to agree to a requested extension shall not obligate any other Lender to agree to such request within thirty (30) days (with a copy to the Paying Agent) but in any event no earlier than thirty (30) days prior to the then current Commitment Termination Date, provided that any Managing Agent’s failure to respond within such period shall be deemed to be a rejection of the requested extension.

Extension of Commitment Termination Date. The Borrower may, no more frequently than once each year by delivering written notice to Exelon may request an extension of the Managing Agents (with a copy to the Program Agent), request the Lenders to extend the scheduled Commitment Termination Date for all Borrowers by submitting a request for an additional 364 days past the then applicable Commitment Termination Date, with such extension to become effective with respect to any Lender Group, as of the date one or more Committed Lenders having Commitments equal to 100% of such Lender Group’s Lender Group Limit shall in their sole discretion consent to such extension Administrative Agent (the Lenders in such a Lender Group, an “Extending LendersExtension Request”). Any such request shall be subject to the following conditions: (i) at no time will any Commitment have a term of more than 364 days and, if any such request would result in a term of more than 364 days, such request shall be deemed to have been made for such number of days so that, after giving effect to such extension on the date requested, such term will not exceed 364 days, (ii) none of the Lenders will have any obligation to extend any Commitment, (iii) any such extension of the Commitment Termination Date will be effective only upon the written agreement of at least one Committed Lender and the Borrower and (iv) any request for such extension shall be made at least sixty (60) 60 days prior to the scheduled Commitment Termination Date then current in effect. The Extension Request must specify the new scheduled Commitment Termination Date requested by Exelon and the date (which must be at least 30 days after the Extension Request is delivered to the Administrative Agent) as of which the Lenders must respond to the Extension Request (the “Response Date”). The new scheduled Commitment Termination Date shall be 364 days after the scheduled Commitment Termination Date in effect at the time an Extension Request is received, including the scheduled Commitment Termination Date as one of the days in the calculation of the days elapsed. Promptly upon receipt of an Extension Request, the Administrative Agent shall notify each Lender of the contents thereof and shall request each Lender to approve such Extension Request, which approval shall be at the sole discretion of each Lender. Each Lender approving such Extension Request shall deliver its written consent no later than the Response Date. If the written consent of each of the Lenders (excluding any Person which ceases to be a Lender pursuant to Section 8.07(g)(iii)) is received by the Administrative Agent, the new scheduled Commitment Termination Date specified in the Extension Request shall become effective on the existing scheduled Commitment Termination Date and the Administrative Agent shall promptly notify each Borrower and each Lender of the new scheduled Commitment Termination Date. The Managing Agent for each applicable Committed If all Lenders (including any Person which becomes a Lender will respond pursuant to any such request within thirty (30Section 8.07(g)) days (with a copy do not consent to an Extension Request, the Paying Agent) but in any event no earlier than thirty (30) days prior to the then current scheduled Commitment Termination Date, provided that any Managing Agent’s failure Date shall not be extended pursuant to respond within such period shall be deemed to be a rejection of the requested extensionExtension Request.

Extension of Commitment Termination Date. (a) The Borrower Borrowers may, no more frequently than once each year by delivering written notice to the Managing Agents Administrative Agent (with a copy which shall promptly notify the Lenders) not later than 45 days and not earlier than 60 days prior to the Program AgentCommitment Termination Date then in effect hereunder (the "Existing Commitment Termination Date"), request that the Lenders to extend the Commitment Termination Date for an additional 364 year from the Existing Commitment Termination Date. Each Lender, acting in its sole discretion, shall, by notice to the Borrowers and the Administrative Agent given not earlier than 45 days past prior to the then applicable Existing Commitment Termination Date, with such extension to become effective with respect to any Lender Group, as of but not later than the date one (herein, the "Consent Date") that is 30 days prior to the Existing Commitment Termination Date (except that, if such date is not a Business Day, such notice shall be given on the next succeeding Business Day), advise the Borrowers and the Administrative Agent whether or more Committed Lenders having Commitments equal to 100% of not such Lender Group’s agrees to such extension; provided that, if such Lender Group Limit shall in their sole discretion gives notice of its consent to such extension (the Lenders in such a Lender Group, “Extending Lenders”). Any such request shall be subject prior to the following conditions: (i) at no time will any Commitment have a term of more than 364 days and, if any such request would result in a term of more than 364 daysConsent Date, such request shall be deemed Lender may revoke such consent at any time prior to have been made for the Consent Date by giving notice of such number of days so that, after giving effect revocation to such extension on the date requested, such term will Borrowers and the Administrative Agent; and provided further that each Lender that determines not exceed 364 days, (ii) none of the Lenders will have any obligation to extend any Commitment, (iii) any such extension of the Commitment Termination Date will be effective only upon (a "Non-Extending Lender") shall notify the written agreement Administrative Agent (which shall notify the Lenders) of at least one Committed Lender and the Borrower and such fact promptly after such determination (iv) any request for such extension shall be made at least sixty (60) days prior to the then current Commitment Termination Date. The Managing Agent for each applicable Committed Lender will respond to any such request within thirty (30) days (with a copy to the Paying Agent) but in any event no earlier later than thirty (30the Consent Date) days prior to and any Lender that does not advise the then current Commitment Termination Date, provided that any Managing Agent’s failure to respond within such period Borrowers on or before the Consent Date shall be deemed to be a rejection Non-Extending Lender. The election of the requested extensionany Lender to agree to such extension shall not obligate any other Lender to so agree.

Extension of Commitment Termination Date. The Borrower may, no more frequently than once each year by delivering written notice to the Managing Agents Administrative Agent (with which shall promptly notify the Lenders) not more than 90 days and not less than 30 days prior to each anniversary of the date hereof (or if such anniversary date is not a copy to Business Day, the Program AgentBusiness Day next succeeding such anniversary), request (each, an “Extension Request”) that the Lenders to extend extend, effective on such anniversary date, the Commitment Termination Date then in effect (or, if at such time there shall exist different Commitment Termination Dates for the Lenders hereunder, the latest applicable Commitment Termination Date then in effect) (the “Existing Commitment Termination Date”) for an additional 364 days past one year (the then applicable Commitment Termination Date, with such extension to become effective date on which the closing with respect to any Lender Groupsuch Extension Request shall occur is referred to herein as an “Extension Closing Date”); provided that only two Extension Requests may be requested hereunder. Each Lender, acting in its sole discretion, shall, by notice to the Borrower and the Administrative Agent given not later than the 20th day (or such later day as shall be acceptable to the Borrower) following the date of the date one Borrower’s notice, advise the Borrower and the Administrative Agent whether or more Committed Lenders having Commitments equal to 100% of not such Lender Group’s Lender Group Limit shall in their sole discretion consent agrees to such extension (extension; provided that any Lender that does not so advise the Lenders in such a Lender Group, “Extending Lenders”). Any such request shall be subject to the following conditions: (i) at no time will any Commitment have a term of more than 364 days and, if any such request would result in a term of more than 364 days, such request Borrower shall be deemed to have been made for rejected such number Extension Request (any such Lender which shall have rejected or is deemed to have rejected such extension being a “Non-Extending Lender”). The election of days so that, after giving effect any Lender to agree to such extension on shall not obligate any other Lender to so agree. Notwithstanding anything herein to the date requestedcontrary, such term will not exceed 364 days, (ii) none of the Lenders will no Lender shall have any obligation hereunder to extend any its Commitment, (iii) any such extension of the Commitment Termination Date will be effective only upon the written agreement of at least one Committed Lender and the Borrower and (iv) any request for such extension shall be made at least sixty (60) days prior to the then current Commitment Termination Date. The Managing Agent for each applicable Committed Lender will respond to any such request within thirty (30) days (with a copy to the Paying Agent) but in any event no earlier than thirty (30) days prior to the then current Commitment Termination Date, provided that any Managing Agent’s failure to respond within such period shall be deemed to be a rejection of the requested extension.

Extension of Commitment Termination Date. (a) The Borrower Borrowers may, no more frequently than once each year by delivering written notice to the Managing Agents Administrative Agent (with a copy which shall promptly notify the Lenders) not later than 45 days and not earlier than 60 days prior to the Program AgentCommitment Termination Date then in effect hereunder (the "Existing Commitment Termination Date"), request that the Lenders to extend the Commitment Termination Date for an additional 364 days past from the then applicable Existing Commitment Termination Date. Each Lender, acting in its sole discretion, shall, by notice to the Borrowers and the Administrative Agent given not earlier than 45 days prior to the Existing Commitment Termination Date, with such extension to become effective with respect to any Lender Group, as of but not later than the date one (herein, the "Consent Date") that is 30 days prior to the Existing Commitment Termination Date (except that, if such date is not a Business Day, such notice shall be given on the next succeeding Business Day), advise the Borrowers and the Administrative Agent whether or more Committed Lenders having Commitments equal to 100% of not such Lender Group’s agrees to such extension; provided that, if such Lender Group Limit shall in their sole discretion gives notice of its consent to such extension (the Lenders in such a Lender Group, “Extending Lenders”). Any such request shall be subject prior to the following conditions: (i) at no time will any Commitment have a term of more than 364 days and, if any such request would result in a term of more than 364 daysConsent Date, such request shall be deemed Lender may revoke such consent at any time prior to have been made for the Consent Date by giving notice of such number of days so that, after giving effect revocation to such extension on the date requested, such term will Borrowers and the Administrative Agent; and provided further that each Lender that determines not exceed 364 days, (ii) none of the Lenders will have any obligation to extend any Commitment, (iii) any such extension of the Commitment Termination Date will be effective only upon (a "Non-Extending Lender") shall notify the written agreement Administrative Agent (which 364-DAY CREDIT AGREEMENT shall notify the Lenders) of at least one Committed Lender and the Borrower and such fact promptly after such determination (iv) any request for such extension shall be made at least sixty (60) days prior to the then current Commitment Termination Date. The Managing Agent for each applicable Committed Lender will respond to any such request within thirty (30) days (with a copy to the Paying Agent) but in any event no earlier later than thirty (30the Consent Date) days prior to and any Lender that does not advise the then current Commitment Termination Date, provided that any Managing Agent’s failure to respond within such period Borrowers on or before the Consent Date shall be deemed to be a rejection Non-Extending Lender. The election of the requested extensionany Lender to agree to such extension shall not obligate any other Lender to so agree.

Extension of Commitment Termination Date. The (a) Subject to subclause (c), from time to time after the first anniversary of the Closing Date, but at least 45 days prior to the scheduled Maturity Date then in effect, the Borrower may, by written notice from the Borrower to the Administrative Agent, request that the scheduled Maturity Date then in effect be extended by one calendar year, effective as of a date selected by the Borrower (the “Extension Effective Date”); provided, that (i) the Borrower may make only one such request in any calendar year and no more frequently than once two such requests during the term of this Agreement and (ii) the Extension Effective Date shall be at least 30 days, but not more than 90 days, after the date such extension request is received by the Administrative Agent (the “Extension Request Date”). Upon receipt of the extension request, the Administrative Agent shall promptly notify each year by delivering Lender of such request. If a Lender agrees, in its sole discretion, to so extend the Maturity Date applicable to its Commitment (an “Extending Lender”), it shall deliver to the Administrative Agent a written notice of its agreement to do so no later than 15 days after the Managing Agents Extension Request Date (with a copy or such later date to which the Program AgentBorrower and the Administrative Agent shall agree), request and the Lenders Administrative Agent shall promptly thereafter notify the Borrower of such Extending Lender’s agreement to extend the Commitment Termination Date for an additional 364 days past applicable to such Lender’s Commitment and Revolving Loans (and such agreement shall be irrevocable until the then applicable Extension Effective Date). Subject to Section 2.16(b), the Commitment Termination Date, with such extension to become effective with respect to of any Lender Group, as of the date one that fails to accept or more Committed Lenders having Commitments equal to 100% of such Lender Group’s Lender Group Limit shall in their sole discretion consent to such extension (the Lenders in such a Lender Group, “Extending Lenders”). Any such request shall be subject respond to the following conditions: (i) at no time will any Commitment have a term of more than 364 days and, if any such Borrower’s request would result in a term of more than 364 days, such request shall be deemed to have been made for such number of days so that, after giving effect to such extension on the date requested, such term will not exceed 364 days, (ii) none of the Lenders will have any obligation to extend any Commitment, (iii) any such extension of the Commitment Termination Maturity Date will (a “Declining Lender”) shall be effective only upon terminated on the written agreement of at least one Committed Maturity Date then in effect for such Lender (without regard to any extension by other Lenders) and on such Maturity Date the Borrower shall pay in full the unpaid principal amount of all Revolving Loans owing to such Declining Lender, together with all accrued and (iv) any request for unpaid interest thereon and all accrued and unpaid fees owing to such extension shall be made at least sixty (60) days prior Declining Lender under this Agreement to the then current Commitment Termination Date. The Managing Agent for each applicable Committed date of such payment of principal and all other amounts due to such Declining Lender will respond to any such request within thirty (30) days (with a copy to the Paying Agent) but in any event no earlier than thirty (30) days prior to the then current Commitment Termination Date, provided that any Managing Agent’s failure to respond within such period shall be deemed to be a rejection of the requested extensionunder this Agreement.

Extension of Commitment Termination Date. The (a) Subject to the satisfaction of the conditions set forth in Section 4.02, the Commitment Termination Date (and the Revolver Period) shall be extended annually on August 31, 2003 and on each day which is one year thereafter (each such date, an "Anniversary Date"); provided that (i) the Borrower may, no more frequently than once each year shall have requested such extension by delivering giving irrevocable written notice to the Managing Agents Agent (with a copy which shall promptly notify the Lenders) no earlier than 180 days and no later than 90 days prior to the Program AgentAnniversary Date and (ii) the Majority Lenders shall have consented in writing to such extension and delivered such irrevocable consent to the Agent at least 60 days prior to the Anniversary Date (such 60th day being referred to as the "Extension Notification Date"), request . Any determination by the Lenders to extend the Commitment Termination Date for an additional 364 days past the then applicable Commitment Termination Date, with such extension to become effective with respect to any Lender Group, as of the date one or more Committed Lenders having Commitments equal to 100% of such Lender Group’s Lender Group Limit shall in their sole discretion consent to such extension (the Lenders in such a Lender Group, “Extending Lenders”). Any such request shall be subject to the following conditions: (i) at no time will any Commitment have a term of more than 364 days and, if any such request would result in a term of more than 364 days, such request shall be deemed to have been made for such number of days so that, after giving effect to such extension on the date requested, such term will not exceed 364 days, (ii) none of the Lenders will have any obligation to extend any Commitment, (iii) any such an extension of the Commitment Termination Date will be effective only upon the written agreement of at least one Committed Lender and the Borrower and (iv) any request for such extension shall be made at least sixty (60) days prior in their sole and absolute discretion and, subject to such consent, there shall be no obligation on the then current part of any Lender hereunder, whether express or implied, to extend the Commitment Termination Date. The Managing Any Lender which shall have failed to notify the Agent for each applicable Committed Lender will respond to any such request within thirty (30) days (with a copy to of its consent or non-consent by the Paying Agent) but in any event no earlier than thirty (30) days prior to the then current Commitment Termination Date, provided that any Managing Agent’s failure to respond within such period Extension Notification Date shall be deemed to be have withheld its consent to such extension (each such Lender, together with each Lender that has provided notice of its non-consent, being referred to as a rejection "Non-Consenting Lender"). If, as of the requested extensionclose of business on the Extension Notification Date, the Majority Lenders shall have consented in writing to such extension (as contemplated in part (ii) of the first sentence of this paragraph (a)) and there shall be any Non-Consenting Lender(s), the Agent shall so notify the Borrower. During the period beginning on the first day following the Extension Notification Date until the date to which the Commitment Termination Date has been extended, the Borrower shall have the option to require each Non-Consenting Lender, upon written notice from the Borrower, to assign its Commitment and all of its rights and obligations under this Agreement (i) first, to the Lenders who shall not be Non-Consenting Lenders and are willing to accept such assignment, subject to ratable allocation by the Agent among such Lenders, and (ii) second, to the extent such Non-Consenting Lender's rights and obligations hereunder have not been assigned to an existing Lender as contemplated in the foregoing part (i), to one or more other financial institutions acceptable to the Borrower and the Agent that are willing to become Lenders hereunder through the Commitment Termination Date as so extended. The obligation of a Non-Consenting Lender to assign its rights and obligations under this Agreement as contemplated by this Section 2.04 is subject to the requirements that (x) all amounts owing to such Non-Consenting Lender under the Loan Documents through the effective date of such assignment shall have been paid in full and (y) any assignment is effected in accordance with the terms of Section 10.02 (provided that the replacement Lender shall be responsible to pay the fee required to be paid to the Agent pursuant to Section 10.02(a)). In the event that no such assignment occurs then the Borrower shall pay all Obligations owing to the Non-Consenting Lender on the Commitment Termination Date.