Common use of Extension of Commitments Clause in Contracts

Extension of Commitments. The Commitments may be extended in the manner and amount set forth in this subsection (b), for a period of 364 days measured from the Termination Date then in effect. If the Company wishes to request an extension of each Bank's Commitment, it shall give notice to that effect to the Agent not less than 45 days and not more than 60 days prior to the Termination Date then in effect, whereupon the Agent shall promptly notify each of the Banks of such request. Each Bank will use its best efforts to respond to such request, whether affirmatively or negatively, as it may elect in its discretion, within 30 days of such notice to the Agent. If any Bank shall not have responded affirmatively within such 30-day period, such Bank shall be deemed to have rejected the Company's proposal to extend its Commitment, and only the Commitments of those Banks which have responded affirmatively shall be extended, subject to receipt by the Agent of counterparts of an Extension Agreement in substantially the form of Exhibit H hereto duly completed and signed by the Borrower, the Company, the Agent and all of the Banks which have responded affirmatively. The Agent shall provide to the Company, no later than 10 days prior to the Termination Date then in effect, a list of the Banks which have responded affirmatively. The Extension Agreement shall be executed and delivered no later than five days prior to the Termination Date then in effect, and no extension of the Commitments pursuant to this subsection (b) shall be legally binding on any party hereto unless and until such Extension Agreement is so executed and delivered. The Company and the Borrower may decline to execute and deliver such Extension Agreement if any Bank has rejected the Company's proposal to extend its Commitment or has failed to execute and deliver such Extension Agreement, and will promptly notify the Agent and the Banks if it so declines.

Extension of Commitments. The Commitments (i) Each Lender’s Commitment may be extended extended, if at the time no Event of Default has occurred and is continuing, in the manner and amount set forth in this subsection (bc), on a single occasion on any anniversary of the date hereof (the “Extension Date”) for a period of 364 days measured from one year after the Termination Date then in effectdate on which the Commitment of such Lender would have been terminated. If the Company wishes to request an extension of each Bank's Lender’s Commitment, it shall give notice to that effect to the Administrative Agent not less than 45 days and not more than 60 90 days prior to the Termination Extension Date then in effect, whereupon the Administrative Agent shall promptly notify each of the Banks Lenders of such request. Each Bank Lender will use its best efforts to respond to such request, whether affirmatively or negatively, as it may elect in its discretion, within 30 days of such notice request to the Administrative Agent. If any Bank Lender shall not have responded affirmatively within such 30-day period, such Bank Lender shall be deemed to have rejected the Company's ’s proposal to extend its Commitment, and only the Commitments of those Banks Lenders which have responded affirmatively shall be extended, subject to receipt by the Administrative Agent of counterparts of an Extension Agreement in substantially the form of Exhibit H I hereto (the “Extension Agreement”) duly completed and signed by the Borrower, the Company, the Administrative Agent and all of the Banks Lenders which have responded affirmatively. The Administrative Agent shall provide to the Company, no later than 10 days prior to the Termination Extension Date then in effectfor any such request, a list of the Banks Lenders which have responded affirmatively. The Extension Agreement shall be executed and delivered no later than five days prior to the Termination Date then in effectExtension Date, and no extension of the Commitments pursuant to this subsection (bc) shall be legally binding on any party hereto unless and until such Extension Agreement is so executed and delivered. The Company and delivered by Lenders having at least 51% of the Borrower may decline aggregate amount of the Commitments. (ii) If any Lender rejects, or is deemed to execute and deliver such Extension Agreement if any Bank has rejected have rejected, the Company's Borrower’s proposal to extend its Commitment (A) this Agreement shall terminate on the Termination Date with respect to such Lender, (B) the Borrower shall pay to such Lender on the Termination Date any amounts due and payable to such Lender on such date and (C) the Borrower may, if it so elects, designate a Person not theretofore a Lender and acceptable to the Administrative Agent to become a Lender, or has failed agree with an existing Lender that such Lender’s Commitment shall be increased, provided that the aggregate amount of the Commitments following any designation or agreement may not exceed the aggregate amount of the Commitments as in effect immediately prior to execute the relevant request. Upon execution and deliver delivery by the Borrower and such replacement Lender or other Person of an instrument of assumption in form and amount satisfactory to the Administrative Agent and execution and delivery of the Extension AgreementAgreement pursuant to subsection (c)(i), such existing Lender shall have a Commitment as therein set forth or such other Person shall become a Lender with a Commitment as therein set forth and will all the rights and obligations of a Lender with such a Commitment hereunder. (iii) The Administrative Agent shall promptly notify the Agent and Lenders of the Banks if it so declineseffectiveness of each extension of the Commitments pursuant to this subsection (c).

Extension of Commitments. The Commitments may be extended in the manner and amount set forth in this subsection (b), for a period of 364 days measured from the Termination Date then in effect. If the Company wishes to request an extension of each Bank's Commitment, it shall give notice to that effect to the Agent not less than 45 days and not more than 60 days prior to the Termination Date then in effect, whereupon the Agent shall promptly notify each of the Banks of such request. Each Bank will use its best efforts to respond to such request, whether affirmatively or negatively, as it may elect in its discretion, within 30 days of such notice to the Agent, but in any event no earlier than 45 days prior to the Termination Date then in effect. If any Bank shall not have responded affirmatively within such 30-day period, such Bank shall be deemed to have rejected the Company's proposal to extend its Commitment, and only the Commitments of those Banks which have responded affirmatively shall be extended, subject to receipt by the Agent of counterparts of an Extension Agreement in substantially the form of Exhibit H hereto duly completed and signed by the BorrowerBorrowers, the Company, the Agent and all of the Banks which have responded affirmatively. The Agent shall provide to the Company, no later than 10 days prior to the Termination Date then in effect, a list of the Banks which have responded affirmatively. The Extension Agreement shall be executed and delivered no later than five days prior to the Termination Date then in effect, and no extension of the Commitments pursuant to this subsection (b) shall be legally binding on any party hereto unless and until such Extension Agreement is so executed and delivered. The Company and the Borrower Borrowers may decline to execute and deliver such Extension Agreement if any Bank has rejected the Company's proposal to extend its Commitment or has failed to execute and deliver such Extension Agreement, and will promptly notify the Agent and the Banks if it so declines.

Extension of Commitments. The Commitments may be extended in On any Anniversary Date but on no more than two separate occasions, the manner and amount set forth in this subsection (b)Borrower may, for a period of 364 days measured from the Termination Date then in effect. If the Company wishes to request an extension of each Bank's Commitment, it shall give notice to that effect to the Agent upon not less than 45 days and not more than 60 days notice prior to such Anniversary Date to the Administrative Agent (which shall notify each Bank of receipt of such request), propose to extend the Termination Date Dates for an additional one-year period measured from the Termination Dates then in effect, whereupon the Agent shall promptly notify each of the Banks of such request. Each Bank will use its best efforts shall endeavor to respond to such request, whether affirmatively or negatively, as it may elect negatively (such determination in its discretion, within 30 days the sole discretion of such Bank), by notice to the AgentBorrower and the Administrative Agent within 15 days of receipt of such request. If any Bank shall not have responded affirmatively within such 30-day period, such Bank shall be deemed Subject to have rejected the Company's proposal to extend its Commitment, and only the Commitments of those Banks which have responded affirmatively shall be extended, subject to receipt execution by the Borrower, the Administrative Agent and such Banks of counterparts of an a duly completed Extension Agreement in substantially the form of Exhibit H hereto duly completed and signed by the BorrowerH, the Company, the Agent and all of the Banks which have responded affirmatively. The Agent shall provide to the Company, no later than 10 days prior to the Termination Date then in effect, a list applicable to the Commitment of each Bank so affirmatively notifying the Banks which have responded affirmatively. The Extension Agreement Borrower and the Administrative Agent shall be executed and delivered extended for the period specified above; PROVIDED that no later than five days prior to the Termination Date then of any Bank shall be extended unless Banks having at least 66 2/3% in effect, and no extension aggregate amount of the Commitments pursuant in effect at the time any such extension is requested shall have elected so to this subsection (b) extend their Commitments. Any Bank which does not give such notice to the Borrower and the Administrative Agent shall be legally binding deemed to have elected not to extend as requested, and the Commitment of each non-extending Bank shall terminate on any party hereto unless and until its Termination Date determined without giving effect to such Extension Agreement is so executed and deliveredrequested extension. The Company and the Borrower may, in accordance with Section 8.06, designate another bank or other financial institution (which may decline be, but need not be, an extending Bank) to execute and deliver such Extension Agreement if any Bank has rejected the Company's proposal to extend its Commitment or has failed to execute and deliver such Extension Agreement, and will promptly notify the Agent and the Banks if it so declinesreplace a non-extending Bank.

Extension of Commitments. The Commitments Commitment Termination Date may be extended from time to time in the manner and amount set forth in this subsection (bc), in each case for a period of up to 364 days measured from the Termination Date then in effectdate on which Banks having 51% of the Commitments shall have notified the Agent of their agreement so to extend. If the Company Borrower wishes to request an extension of each Bank's Commitmentthe Commitment Termination Date, it shall give written notice to that effect (such notice to state the date to which the Commitment Termination Date then in effect is requested to be extended, subject to the provisions of the preceding sentence) to the Agent not less than 45 days and not 60 nor more than 60 90 days prior to the Commitment Termination Date then in effect, whereupon the Agent shall promptly notify each of the Banks of such requestrequest and send a copy of the Extension Agreement referred to below to each Bank. Each Bank will use its best efforts to respond to such request, whether affirmatively or negatively, as it may elect in its discretion, within 30 days of such notice to the Agent. If any Bank shall less than all Banks respond affirmatively to such request within 30 days, then the Borrower may request the Banks that do not have responded affirmatively within such 30-day period, such Bank shall be deemed to have rejected the Company's proposal elect to extend its Commitmentthe Commitment Termination Date to assign their Commitments in their entirety, and only no later than 15 days prior to the Commitment Termination Date then in effect, to one or more Assignees pursuant to Section 9.06(c) which Assignees will agree to extend the Commitment Termination Date. If Banks having at least 51% of the Commitments of those Banks which have responded affirmatively shall be extended(including such Assignees and excluding their respective transferor Banks) respond affirmatively, then, subject to receipt by the Agent of counterparts of an Extension Agreement in substantially the form of Exhibit H I hereto duly completed and signed by the Borrower, the Company, the Agent and all of the Banks which have responded affirmativelyparties thereto, the Commitment Termination Date shall be extended for the period specified above. The Agent Commitment of any Bank that elects not to extend the Commitment Termination Date shall provide to terminate on the Company, no later than 10 days Commitment Termination Date in effect immediately prior to the Termination Date then in effect, a list of the Banks which have responded affirmatively. The Extension Agreement shall be executed and delivered no later than five days prior giving effect to the Termination Date then in effect, and no extension of the Commitments pursuant to this subsection (b) shall be legally binding on any party hereto unless and until such Extension Agreement is so executed and delivered. The Company and the Borrower may decline to execute and deliver such Extension Agreement if any Bank has rejected the Company's proposal to extend its Commitment or has failed to execute and deliver such Extension Agreement, and will promptly notify the Agent and the Banks if it so declinesextension.

Extension of Commitments. The Commitments may be extended in Borrower may, upon not less than 30 days but no earlier than 60 days notice prior to the manner and amount set forth in this subsection then current Termination Date to the Servicing Agent (bwhich shall notify each Bank of receipt of such request), propose to extend the Termination Date for a an additional one-year period of 364 days measured from the Termination Date then in effect. If the Company wishes to request an extension of each Bank's Commitment, it shall give notice to that effect to the Agent not less than 45 days and not more than 60 days prior to the Termination Date then in effect, whereupon the Agent shall promptly notify each of the Banks of such request. Each Bank will use its best efforts shall endeavor to respond to such request, whether affirmatively or negatively, as it may elect negatively (such determination in its discretion, within 30 days the sole discretion of such Bank), by notice to the Agent. If any Bank shall Borrower and the Servicing Agent not have responded affirmatively within such 30-day period, later than 20 days after such Bank shall be deemed is in receipt of such request. Subject to have rejected the Company's proposal to extend its Commitment, and only the Commitments of those Banks which have responded affirmatively shall be extended, subject to receipt execution by the Agent Borrower, the Administrative Agents and such Banks of counterparts of an a duly completed Extension Agreement in substantially the form of Exhibit H hereto duly completed and signed by the BorrowerF, the Company, the Agent and all of the Banks which have responded affirmatively. The Agent shall provide to the Company, no later than 10 days prior to the Termination Date then in effect, a list applicable to the Commitment of each Bank so affirmatively notifying the Banks which have responded affirmatively. The Extension Agreement Borrower and the Servicing Agent shall be executed and delivered no later than five days prior to extended for the period specified above; provided that the Termination Date then shall not be extended unless Banks having at least 66 2/3% in effect, and no extension aggregate amount of the Commitments pursuant in effect at the time any such extension is requested shall have elected so to this subsection (b) extend their Commitments. Any Bank which does not give such notice to the Borrower and the Servicing Agent shall be legally binding deemed to have elected not to extend as requested, and the Commitment of each non-extending Bank shall terminate on, and each of its outstanding Loans shall mature on any party hereto unless and until a date no later than, the Termination Date determined without giving effect to such Extension Agreement is so executed and deliveredrequested extension. The Company and Borrower shall have the Borrower right, with the assistance of the Administrative Agents, to seek a mutually satisfactory substitute bank or banks or other financial institution (which may decline be, but need not be, an extending Bank) to execute and deliver such Extension Agreement if any Bank has rejected the Company's proposal to extend its Commitment or has failed to execute and deliver such Extension Agreement, and will promptly notify the Agent and the Banks if it so declinesreplace a non-extending Bank.

Extension of Commitments. The Commitments may be extended (a) One time during each period from the date that is 90 days prior to each Anniversary Date to the date that is 30 days prior to each such Anniversary Date (but in any case not more than twice during the manner and amount set forth in term of this subsection (bAgreement), for the Borrowers may, by written notice (an “Extension Request”) given to the Agent, request that the Stated Termination Date be extended. Each such Extension Request shall contemplate an extension of the Stated Termination Date to a period of 364 days measured from date that is one year after the Stated Termination Date then in effect. (b) The Agent shall promptly advise each Bank of its receipt of any Extension Request. Each Bank may, in its sole discretion, consent to a requested extension by giving written notice thereof to the Agent by not later than the date (the “Extension Confirmation Date”) that is 15 days after the date of the Extension Request, which consent shall be irrevocable when given. Failure on the part of any Bank to respond to an Extension Request by the applicable Extension Confirmation Date shall be deemed to be a denial of such request by such Bank. Subject to the Company’s right to replace a Bank pursuant to Section 2.21, if all of the Banks, after giving effect to the last sentence in this paragraph, shall consent in writing to the requested extension, such request shall be granted. Promptly following the opening of business on the first Business Day following the applicable Extension Confirmation Date, the Agent shall notify the Company in writing as to whether the requested extension has been granted (such written notice being an “Extension Confirmation Notice”) and, if granted, such extension shall become effective upon the issuance of such Extension Confirmation Notice. The Agent shall promptly thereafter provide a copy of such Extension Confirmation Notice to each Bank. If such extension is not granted, the Agent shall give the Company notice of the identity of any non-consenting Banks. If the Company wishes to request an extension of each Bank's Commitment, it shall give notice to that effect replaces one or more non-consenting Banks pursuant to the Agent not less than 45 days provisions of Section 2.21, and not more than 60 days prior to any such replacement Bank becomes a Bank on or before the Termination Date then in effect, whereupon the Agent shall promptly notify each earlier of the Banks of such request. Each Bank will use its best efforts to respond to such request, whether affirmatively or negatively, as it may elect in its discretion, within (i) 30 days of such notice to after the Agent. If any Bank shall not have responded affirmatively within such 30-day period, such Bank shall be deemed to have rejected the Company's proposal to extend its Commitment, Extension Confirmation Date and only the Commitments of those Banks which have responded affirmatively shall be extended, subject to receipt by the Agent of counterparts of an Extension Agreement in substantially the form of Exhibit H hereto duly completed and signed by the Borrower, the Company, the Agent and all of the Banks which have responded affirmatively. The Agent shall provide to the Company, no later than 10 days prior to the Termination Date then in effect, a list of the Banks which have responded affirmatively. The Extension Agreement shall be executed and delivered no later than five days prior to the Termination Date then in effect, and no extension of the Commitments pursuant to this subsection (b) 5 days before the applicable Anniversary Date, and consents to the Extension Request at the time it becomes a Bank, such consent shall be legally binding on any party hereto unless and until such effective retroactively as of the Extension Agreement is so executed and delivered. The Company and the Borrower may decline to execute and deliver such Extension Agreement if any Bank has rejected the Company's proposal to extend its Commitment or has failed to execute and deliver such Extension Agreement, and will promptly notify the Agent and the Banks if it so declinesConfirmation Date.

Extension of Commitments. The Commitments may be extended in the manner and amount set forth in this subsection (b), for a a) One time during each period of 364 days measured from the date that is 90 days prior to each Anniversary Date to the date that is 30 days prior to each such Anniversary Date, the Borrowers may, by written notice (an “Extension Request”) given to the Agent, request that the Stated Termination Date be extended. Each such Extension Request shall contemplate an extension of the Stated Termination Date to a date that is one year after the Stated Termination Date then in effect. (b) The Agent shall promptly advise each Bank of its receipt of any Extension Request. Each Bank may, in its sole discretion, consent to a requested extension by giving written notice thereof to the Agent by not later than the date (the “Extension Confirmation Date”) that is 15 days after the date of the Extension Request, which consent shall be irrevocable when given. Failure on the part of any Bank to respond to an Extension Request by the applicable Extension Confirmation Date shall be deemed to be a denial of such request by such Bank. Subject to the Company’s right to replace a Bank pursuant to Section 2.18, if all of the Banks, after giving effect to the last sentence in this paragraph, shall consent in writing to the requested extension, such request shall be granted. Promptly following the opening of business on the first Business Day following the applicable Extension Confirmation Date, the Agent shall notify the Company in writing as to whether the requested extension has been granted (such written notice being an “Extension Confirmation Notice”) and, if granted, such extension shall become effective upon the issuance of such Extension Confirmation Notice. The Agent shall promptly thereafter provide a copy of such Extension Confirmation Notice to each Bank. If such extension is not granted, the Agent shall give the Company notice of the identity of any non-consenting Banks. If the Company wishes to request an extension of each Bank's Commitment, it shall give notice to that effect replaces one or more non-consenting Banks pursuant to the Agent not less than 45 days provisions of Section 2.18, and not more than 60 days prior to any such replacement Bank becomes a Bank on or before the Termination Date then in effect, whereupon the Agent shall promptly notify each earlier of the Banks of such request. Each Bank will use its best efforts to respond to such request, whether affirmatively or negatively, as it may elect in its discretion, within (i) 30 days of such notice to after the Agent. If any Bank shall not have responded affirmatively within such 30-day period, such Bank shall be deemed to have rejected the Company's proposal to extend its Commitment, Extension Confirmation Date and only the Commitments of those Banks which have responded affirmatively shall be extended, subject to receipt by the Agent of counterparts of an Extension Agreement in substantially the form of Exhibit H hereto duly completed and signed by the Borrower, the Company, the Agent and all of the Banks which have responded affirmatively. The Agent shall provide to the Company, no later than 10 days prior to the Termination Date then in effect, a list of the Banks which have responded affirmatively. The Extension Agreement shall be executed and delivered no later than five days prior to the Termination Date then in effect, and no extension of the Commitments pursuant to this subsection (b) 5 days before the applicable Anniversary Date, and consents to the Extension Request at the time it becomes a Bank, such consent shall be legally binding on any party hereto unless and until such effective retroactively as of the Extension Agreement is so executed and delivered. The Company and the Borrower may decline to execute and deliver such Extension Agreement if any Bank has rejected the Company's proposal to extend its Commitment or has failed to execute and deliver such Extension Agreement, and will promptly notify the Agent and the Banks if it so declinesConfirmation Date.

Extension of Commitments. The Commitments may be extended in Borrower may, upon notice to the manner and amount set forth in this subsection (b)Administrative Agent not less than 60 days but no more than 90 days prior to any anniversary of the Effective Date, propose to extend the Commitment Termination Dates for a an additional one-year period of 364 days measured from the Commitment Termination Date Dates then in effect. If the Company wishes to request an extension of each Bank's Commitment, it shall give notice to that effect to the Agent not less than 45 days and not more than 60 days prior to the Termination Date then in effect, whereupon the The Administrative Agent shall promptly notify each of the Banks of receipt of such request. Each Bank will use its best efforts shall endeavor to respond to such request, whether affirmatively or negatively, as it may elect negatively (such determination in its discretion, within 30 days the sole discretion of such Bank), by notice to the AgentBorrower and the Administrative Agent within 30 days. If any Bank shall not have responded affirmatively within such 30-day period, such Bank shall be deemed Subject to have rejected the Company's proposal to extend its Commitment, and only the Commitments of those Banks which have responded affirmatively shall be extended, subject to receipt execution by the Borrower, the Administrative Agent and such Banks of counterparts of an a duly completed Extension Agreement in substantially the form of Exhibit H hereto duly completed and signed by the BorrowerE, the Company, Commitment Termination Date applicable to the Agent Commitment of each Bank so affirmatively notifying the Borrower and all of the Banks which have responded affirmatively. The Administrative Agent shall provide to be extended for the Company, period specified above; provided that no later than 10 days prior to the Commitment Termination Date then in effect, a list of the Banks which have responded affirmatively. The Extension Agreement any Bank shall be executed and delivered no later than five days prior extended unless Banks having Commitments in an aggregate amount equal to the Termination Date then at least 51% in effect, and no extension aggregate amount of the Commitments pursuant in effect at the time any such extension is requested shall have elected so to this subsection (b) extend their Commitments. Any Bank which does not give such notice to the Borrower and the Administrative Agent shall be legally binding deemed to have elected not to extend as requested, and the Commitment of each non-extending Bank shall terminate on any party hereto unless and until its Commitment Termination Date determined without giving effect to such Extension Agreement is so executed and deliveredrequested extension. The Company and the Borrower may, in accordance with Section 8.06, designate another bank or other financial institution (which may decline be, but need not be, an extending Bank) to execute and deliver such Extension Agreement if any Bank has rejected the Company's proposal replace a non-extending Bank. (f) Section 2.05(c) is amended to extend read in its Commitment or has failed to execute and deliver such Extension Agreement, and will promptly notify the Agent and the Banks if it so declines.entirety as follows:

Extension of Commitments. The Commitments Commitment Termination Date may be extended from time to time in the manner and amount set forth in this subsection (bc), in each case for a period of up to 364 days measured from the Termination Date then date on which the Commitments would otherwise have terminated in effectfull, if the Banks having at least 51% of the Commitments shall have notified the Administrative Agent of their agreement so to extend. If the Company Borrower wishes to request an extension of each Bank's Commitmentthe Commitment Termination Date, it shall give written notice to that effect to the Agent not less than 45 days and not 60 nor more than 60 90 days prior to the Commitment Termination Date then in effect(such notice to state the date to which the Commitment Termination Date is requested to be extended, subject to the provisions of the preceding sentence) to the Administrative Agent whereupon the Administrative Agent shall promptly notify each of the Banks of such requestrequest and send a copy of the Extension Agreement referred to below to each Bank. Each Bank will use its best efforts to respond to such request, whether affirmatively or negatively, as it may elect in its discretion, within 30 days of such notice to by the Administrative Agent. If , provided that any Bank shall not have responded affirmatively which fails to respond to such request within 30 days of such 30-day period, such Bank notice shall be deemed to have rejected responded negatively. If less than all Banks respond affirmatively to such request within 30 days, then the Company's proposal Borrower may request each Bank that does not elect to extend the Commitment Termination Date (a "Non-Extending Bank") to assign its CommitmentCommitment (and any outstanding Loans of such Bank related thereto), and only no later than 15 days prior to the Commitment Termination Date then in effect, to one or more Assignees pursuant to Section 9.06(c), which Assignees will agree to extend the Commitment Termination Date. If the Banks having at least 51% of the Commitments of those Banks which have responded affirmatively shall be extended(including such Assignees and excluding their respective transferor Banks) respond affirmatively, then, subject to receipt by the Administrative Agent of counterparts of an Extension Agreement in substantially the form of Exhibit H hereto duly completed and signed by all the Borrowerparties thereto, the Company, the Agent and all of the Banks which have responded affirmatively. The Agent shall provide to the Company, no later than 10 days prior to the Commitment Termination Date then in effectshall be extended for the period specified above, a list of provided that the Banks which have responded affirmatively. The Extension Agreement shall be executed and delivered no later earlier than five 20 days prior to the Commitment Termination Date then in effect, and no extension of the Commitments pursuant to this subsection (bc) shall be legally binding on any party hereto hereto, unless and until such Extension Agreement is so executed and delivered. The Company and the Borrower may decline to execute and deliver such Extension Agreement if any Bank has rejected the Company's proposal to extend its Commitment or has failed to execute and deliver such Extension Agreement, and will promptly notify the Agent and the Banks if it so declines.

Extension of Commitments. The Commitments Commitment Termination Date may be extended from time to time in the manner and amount set forth in this subsection (bc), in each case for a period of up to 364 days measured from the Termination Date then date on which the Commitments would otherwise have terminated in effectfull, if the Banks having at least 51% of the Commitments shall have notified the Administrative Agent of their agreement so to extend. If the Company Borrower wishes to request an extension of each Bank's Commitmentthe Commitment Termination Date, it shall give written notice to that effect to the Agent not less than 45 days and not 60 nor more than 60 90 days prior to the Commitment Termination Date then in effect(such notice to state the date to which the Commitment Termination Date is requested to be extended, subject to the provisions of the preceding sentence) to the Administrative Agent whereupon the Administrative Agent shall promptly notify each of the Banks of such requestrequest and send a copy of the Extension Agreement referred to below to each Bank. Each Bank will use its best efforts to respond to such request, whether affirmatively or negatively, as it may elect in its discretion, within 30 days of such notice to by the Administrative Agent. If ; provided that any Bank shall not have responded affirmatively which fails to respond to such request within 30 days of such 30-day period, such Bank notice shall be deemed to have rejected responded negatively. If less than all Banks respond affirmatively to such request within 30 days, then the Company's proposal Borrower may request each Bank that does not elect to extend the Commitment Termination Date (a "Non-Extending Bank") to assign its CommitmentCommitment (and any outstanding Loans of such Bank related thereto), and only no later than 15 days prior to the Commitment Termination Date then in effect, to one or more Assignees pursuant to Section 9.06(c), which Assignees will agree to extend the Commitment Termination Date. If the Banks having at least 51% of the Commitments of those Banks which have responded affirmatively shall be extended(including such Assignees and excluding their respective transferor Banks) respond affirmatively, then, subject to receipt by the Administrative Agent of counterparts of an Extension Agreement in substantially the form of Exhibit H hereto duly completed and signed by all the Borrowerparties thereto, the Company, the Agent and all of the Banks which have responded affirmatively. The Agent shall provide to the Company, no later than 10 days prior to the Commitment Termination Date then in effect, a list of shall be extended for the Banks which have responded affirmatively. The period specified above; provided that the Extension Agreement shall be executed and delivered no later earlier than five 20 days prior to the Commitment Termination Date then in effect, and no extension of the Commitments pursuant to this subsection (bc) shall be legally binding on any party hereto hereto, unless and until such Extension Agreement is so executed and delivered. The Company and the Borrower may decline to execute and deliver such Extension Agreement if any Bank has rejected the Company's proposal to extend its Commitment or has failed to execute and deliver such Extension Agreement, and will promptly notify the Agent and the Banks if it so declines.

Extension of Commitments. The Commitments Commitment Termination Date may be extended from time to time but on not more than two occasions and otherwise in the manner and amount subject to the conditions set forth in this subsection (b), in each case for a period of 364 days measured up to one year from the Termination Date then date on which the Commitments would otherwise have terminated in effectfull, if the Banks having at least 51% of the Commitments shall have notified the Administrative Agent of their agreement so to extend. If the Company Borrower wishes to request an extension of each Bank's Commitmentthe Commitment Termination Date, it shall give written notice to that effect to the Agent not less than 45 days and not 60 nor more than 60 90 days prior to any anniversary of the Termination Effective Date then in effect, (the "Applicable Anniversary Date") to the Administrative Agent whereupon the Administrative Agent shall promptly notify each of the Banks of such requestrequest and send a copy of the Extension Agreement referred to below to each Bank. Each Bank will use its best commercially reasonable efforts to respond to such request, whether affirmatively or negatively, as it may elect in its discretion, within 30 days of such notice to by the Administrative Agent. If ; provided that any Bank shall not have responded affirmatively which fails to respond to such request within 30 days of such 30-day period, such Bank notice shall be deemed to have rejected responded negatively. If less than all Banks respond affirmatively to such request within 30 days, then the Company's proposal Borrower may request each Bank that does not elect to extend the Commitment Termination Date (a "Non-Extending Bank") to assign its CommitmentCommitment (and any outstanding Loans of such Bank related thereto), and only no later than 15 days prior to the Applicable Anniversary Date then in effect, to one or more Assignees pursuant to Section 9.06(c), which Assignees will agree to extend the Commitment Termination Date, provided that each such Non-Extending Bank shall continue to be entitled to the rights under Section 9.03 for any period prior to the effectiveness of such assignment. If the Banks having at least 51% of the Commitments of those Banks which have responded affirmatively shall be extended(including such Assignees and excluding their respective transferor Banks) respond affirmatively, then, subject to (i) receipt by the Administrative Agent of counterparts of an Extension Agreement in substantially the form of Exhibit H hereto duly completed and signed by all the Borrowerparties thereto, (ii) the fact that all fees, expenses and other amounts due in connection with such extensions or under this Agreement shall have been paid in full by the Borrower prior to giving effect to such extensions, (iii) the fact that no Default shall have occurred and be continuing, immediately prior to and after giving effect to such extension and (iv) the fact that the representations and warranties of the Borrower shall be true on and as of the effective date of such extension, the Company, the Agent and all of the Banks which have responded affirmatively. The Agent shall provide to the Company, no later than 10 days prior to the Commitment Termination Date then in effectshall, a list of effective on the Banks which have responded affirmatively. The Applicable Anniversary Date, be extended for one year; provided that the Extension Agreement shall be executed and delivered no later earlier than five 20 days prior to the Commitment Termination Date then in effect, and no extension of the Commitments pursuant to this subsection (b) shall be legally binding on any party hereto hereto, unless and until such Extension Agreement is so executed and delivered. The Company and Any request by the Borrower may decline of an extension of the Commitment Termination Date pursuant to execute this subsection (b) shall be deemed to be a representation and deliver warranty by the Borrower as of the effective date of such Extension Agreement if any Bank has rejected extension of the Company's proposal to extend its Commitment or has failed to execute facts specified in clauses (ii), (iii) and deliver such Extension Agreement, and will promptly notify (iv) of the Agent and the Banks if it so declinesimmediately preceding sentence.

Extension of Commitments. The Commitments may be extended in the manner and amount set forth in this subsection (b), for a period of 364 days measured from the Termination Date then in effect. If the Company wishes to request an extension of each Bank's Commitment, it shall give notice to that effect to the Agent not less than 45 days and not more than 60 days prior to the Termination Date then in effect, whereupon the Agent shall promptly notify each of the Banks of such request. Each Bank will use its best efforts to respond to such request, whether affirmatively or negatively, as it may elect in its discretion, within 30 days of such notice to the Agent. If any Bank shall not have responded affirmatively within such 30-day period, such Bank shall be deemed to have rejected the Company's proposal to extend its Commitment, and only the Commitments of those Banks which have responded affirmatively shall be extended, subject to receipt by the Agent of counterparts of an Extension Agreement in substantially the form of Exhibit H hereto duly completed and signed by the Borrower, the Company, the Agent and all of the Banks which have responded affirmatively. The Agent shall provide to the Company, no later than 10 days prior to the Termination Date then in effect, a list of the Banks which have responded affirmatively. The Extension Agreement shall be executed and delivered no later than five days prior to the Termination Date then in effect, and no extension of the Commitments pursuant to this subsection (b) shall be legally binding on any party hereto unless and until such Extension Agreement is so executed and delivered. The Company and the Borrower may decline to execute and deliver such Extension Agreement if any Bank has rejected the Company's proposal to extend its Commitment or has failed to execute and deliver such Extension Agreement, and will promptly notify the Agent and the Banks if it so declines.

Extension of Commitments. The Commitments may be extended in the manner and amount set forth in this subsection (b), for a a) One time during each period of 364 days measured from the date that is 90 days prior to each Anniversary Date to the date that is 30 days prior to each such Anniversary Date, the Borrowers may, by written notice (an "EXTENSION REQUEST") given to the Agent, request that the Stated Termination Date be extended. Each such Extension Request shall contemplate an extension of the Stated Termination Date to a date that is one year after the Stated Termination Date then in effect. (b) The Agent shall promptly advise each Bank of its receipt of any Extension Request. Each Bank may, in its sole discretion, consent to a requested extension by giving written notice thereof to the Agent by not later than the date (the "EXTENSION CONFIRMATION DATE") that is 15 days after the date of the Extension Request, which consent shall be irrevocable when given. Failure on the part of any Bank to respond to an Extension Request by the applicable Extension Confirmation Date shall be deemed to be a denial of such request by such Bank. If all of the Banks shall consent in writing to the requested extension, such request shall be granted with respect to each consenting Bank. Promptly following the opening of business on the first Business Day following the applicable Extension Confirmation Date, the Agent shall notify the Company in writing as to whether the requested extension has been granted (such written notice being an "EXTENSION CONFIRMATION NOTICE") and, if granted, such extension shall become effective upon the issuance of such Extension Confirmation Notice. The Agent shall promptly thereafter provide a copy of such Extension Confirmation Notice to each Bank. If such extension is not granted, the Agent shall give the Company notice of the identity of any non-consenting Banks. If the Company wishes to request an extension of each Bank's Commitment, it shall give notice to that effect replaces one or more non-consenting Banks pursuant to the Agent not less than 45 days provisions of SECTION 2.18, and not more than 60 days prior to any such replacement Bank becomes a Bank on or before the Termination Date then in effect, whereupon the Agent shall promptly notify each earlier of the Banks of such request. Each Bank will use its best efforts to respond to such request, whether affirmatively or negatively, as it may elect in its discretion, within (i) 30 days of such notice to after the Agent. If any Bank shall not have responded affirmatively within such 30-day period, such Bank shall be deemed to have rejected the Company's proposal to extend its Commitment, Extension Confirmation Date and only the Commitments of those Banks which have responded affirmatively shall be extended, subject to receipt by the Agent of counterparts of an Extension Agreement in substantially the form of Exhibit H hereto duly completed and signed by the Borrower, the Company, the Agent and all of the Banks which have responded affirmatively. The Agent shall provide to the Company, no later than 10 days prior to the Termination Date then in effect, a list of the Banks which have responded affirmatively. The Extension Agreement shall be executed and delivered no later than five days prior to the Termination Date then in effect, and no extension of the Commitments pursuant to this subsection (b) 5 days before the applicable Anniversary Date, and consents to the Extension Request at the time it becomes a Bank, such consent shall be legally binding on any party hereto unless and until such effective retroactively as of the Extension Agreement is so executed and delivered. The Company and the Borrower may decline to execute and deliver such Extension Agreement if any Bank has rejected the Company's proposal to extend its Commitment or has failed to execute and deliver such Extension Agreement, and will promptly notify the Agent and the Banks if it so declinesConfirmation Date.

Extension of Commitments. (i) The Commitments may be extended extended, if at the time no Potential Event of Default or Event of Default has occurred and is continuing, in the manner and amount set forth in this subsection (bSection 2.01(d), for a period of 364 days one year measured from the Termination Date then in effect. If the Company Borrower wishes to request an extension of each Bank's Lender’s Commitment, it shall give notice to that effect to the Administrative Agent not less than 45 days and not nor more than 60 90 days prior to each anniversary of the date hereof that occurs on or prior to the Termination Date then in effect, whereupon the Administrative Agent shall promptly notify each of the Banks Lenders of such request. Each Bank Lender will use its best efforts to respond to such request, whether affirmatively or negatively, as it may elect in its sole discretion, within 30 days of such notice request to the Administrative Agent, but in any event no earlier than 30 days prior to the Termination Date then in effect. If any Bank Lender shall not have responded affirmatively within such 30-day period, such Bank Lender shall be deemed to have rejected the Company's Borrower’s proposal to extend its Commitment, and only the Commitments of those Banks Lenders which have responded affirmatively shall be extended, subject to receipt by the Administrative Agent of counterparts of an Extension Agreement in substantially the form of Exhibit H hereto (the “Extension Agreement”) duly completed and signed by the Borrower, the Company, the Administrative Agent and all of the Banks Lenders which have responded affirmatively. The Agent shall provide to the Company, no later than 10 days prior to the Termination Date then in effect, a list of the Banks which have responded affirmatively. The Extension Agreement shall be executed and delivered no later than five days prior to the Termination Date then in effect, and no No extension of the Commitments pursuant to this subsection (bSection 2.01(d) shall be legally binding on any party hereto unless and until such Extension Agreement is so executed and delivered. The Company and delivered by Lenders having at least 66 2/3% of the Borrower aggregate amount of the Commitments; provided that the Termination Date may decline only be so extended for two one-year periods. (ii) If any Lender rejects, or is deemed to execute and deliver such Extension Agreement if any Bank has rejected have rejected, the Company's Borrower’s proposal to extend its Commitment, (A) this Agreement shall terminate on the Termination Date then in effect with respect to such Lender, (B) the Borrower shall pay to such Lender on such Termination Date any amounts due and payable to such Lender on such date and (C) the Borrower may, if it so elects, designate a Person not theretofore a Lender and acceptable to the Administrative Agent to become a Lender, or agree with an existing Lender that such Lender’s Commitment shall be increased, provided that the aggregate amount of the Commitments following any designation or has failed agreement may not exceed the aggregate amount of the Commitments on the date hereof. Upon execution and delivery by the Borrower and such replacement Lender or other Person of an instrument of assumption in form and amount satisfactory to execute the Administrative Agent and deliver execution and delivery of the Extension Agreement pursuant to Section 2.01(d)(i), such Extension Agreementexisting Lender shall have a Commitment as therein set forth or such other Person shall become a Lender with a Commitment as therein set forth and all the rights and obligations of a Lender with such a Commitment hereunder. On the date of termination of any Lender’s Commitment as contemplated by this paragraph, the respective participations of the other Lenders in all outstanding Letters of Credit shall be redetermined on the basis of their respective Commitments after giving effect to such termination, and will the participation therein of the Lender whose Commitment is terminated shall terminate; provided that the Borrower shall, if and to the extent necessary to permit such redetermination of participations in Letters of Credit within the limits of the Commitments which are not terminated, prepay on such date a portion of the outstanding Loans, and such redetermination and termination of participations in outstanding Letters of Credit shall be conditioned upon its having done so. (iii) The Administrative Agent shall promptly notify the Agent and Lenders of the Banks if it so declineseffectiveness of each extension of the Commitments pursuant to this Section 2.01(d).

Extension of Commitments. The Commitments may be extended in the manner and amount set forth in this subsection (b)Borrower may, for a period of 364 days measured from the Termination Date then in effect. If the Company wishes to request an extension of each Bank's Commitment, it shall give notice to that effect to the Agent upon not less than 45 days and not more but no earlier than 60 days notice prior to the then current Commitment Termination Date Dates to the Administrative Agent (which shall notify each Bank of receipt of such request), propose to extend the Commitment Termination Dates for an additional one-year period measured from the Commitment Termination Dates then in effect, whereupon the Agent shall promptly notify each of the Banks of such request. Each Bank will use its best efforts shall endeavor to respond to such request, whether affirmatively or negatively, as it may elect negatively (such determination in its discretion, within 30 days the sole discretion of such Bank), by notice to the AgentBorrower and the Administrative Agent not more than 45 days nor less than 28 days prior to such Bank’s Commitment Termination Date. If any Bank shall not have responded affirmatively within such 30-day period, such Bank shall be deemed Subject to have rejected the Company's proposal to extend its Commitment, and only the Commitments of those Banks which have responded affirmatively shall be extended, subject to receipt execution by the Borrower, the Administrative Agent and such Banks of counterparts of an a duly completed Extension Agreement in substantially the form of Exhibit H hereto duly completed and signed by the BorrowerE, the Company, Commitment Termination Date applicable to the Agent Commitment of each Bank so affirmatively notifying the Borrower and all of the Banks which have responded affirmatively. The Administrative Agent shall provide to be extended for the Company, period specified above; provided that no later than 10 days prior to the Commitment Termination Date then in effect, a list of the Banks which have responded affirmatively. The Extension Agreement any Bank shall be executed and delivered no later than five days prior extended unless Banks having Commitments in an aggregate amount equal to at least the Termination Date then greater of (i) 66 2/3% in effect, and no extension aggregate amount of the Commitments pursuant in effect at the time any such extension is requested and (ii) the sum of the aggregate principal amount of the Loans outstanding at such time plus the aggregate amount of the Letter of Credit Liabilities at such time, after giving effect to this subsection (b) any repayment of Loans and/or termination of Letters of Credit on such date, shall have elected so to extend their Commitments. Any Bank which does not give such notice to the Borrower and the Administrative Agent shall be legally binding deemed to have elected not to extend as requested, and the Commitment of each non-extending Bank shall terminate on any party hereto unless and until its Commitment Termination Date determined without giving effect to such Extension Agreement is so executed and deliveredrequested extension. The Company and the Borrower may, in accordance with Section 8.06, designate another bank or other financial institution (which may decline be, but need not be, an extending Bank) to execute and deliver such Extension Agreement if any Bank has rejected the Company's proposal to extend its Commitment or has failed to execute and deliver such Extension Agreement, and will promptly notify the Agent and the Banks if it so declinesreplace a non-extending Bank.

Extension of Commitments. The Commitments may be extended in Cinergy may, upon notice to the manner and amount set forth in this subsection (b)Administrative Agent not less than 60 days but no more than 90 days prior to any anniversary of the Effective Date, propose to extend the Commitment Termination Dates for a an additional one-year period of 364 days measured from the Commitment Termination Date Dates then in effect. If the Company wishes to request an extension of each Bank's Commitment, it shall give notice to that effect to the Agent not less than 45 days and not more than 60 days prior to the Termination Date then in effect, whereupon the The Administrative Agent shall promptly notify each of the Banks of receipt of such request. Each Bank will use its best efforts shall endeavor to respond to such request, whether affirmatively or negativelynegatively (such determination in the sole discretion of such Bank), as it may elect in its discretion, by notice to Cinergy and the Administrative Agent within 30 days of such notice days. Subject to the Agent. If any Bank shall not have responded affirmatively within such 30-day period, such Bank shall be deemed to have rejected the Company's proposal to extend its Commitment, and only the Commitments of those Banks which have responded affirmatively shall be extended, subject to receipt execution by the Borrowers, the Administrative Agent and such Banks of counterparts of an a duly completed Extension Agreement in substantially the form of Exhibit H hereto duly completed and signed by the BorrowerE, the Company, Commitment Termination Date applicable to the Agent Commitment of each Bank so affirmatively notifying Cinergy and all of the Banks which have responded affirmatively. The Administrative Agent shall provide to be extended for the Company, period specified above; provided that no later than 10 days prior to the Commitment Termination Date then in effect, a list of the Banks which have responded affirmatively. The Extension Agreement any Bank shall be executed and delivered no later than five days prior extended unless Banks having Commitments in an aggregate amount equal to the Termination Date then at least 51% in effect, and no extension aggregate amount of the Commitments pursuant in effect at the time any such extension is requested shall have elected so to this subsection (b) extend their Commitments. Any Bank which does not give such notice to Cinergy and the Administrative Agent shall be legally binding on any party hereto unless and until such Extension Agreement is so executed and delivered. The Company deemed to have elected not to extend as requested, and the Borrower may decline to execute and deliver such Extension Agreement if any Commitment of each non-extending Bank has rejected the Company's proposal to extend shall terminate on its Commitment Termination Date determined without giving effect to such requested extension. Cinergy may, in accordance with Section 8.06, designate another bank or has failed other financial institution (which may be, but need not be, an extending Bank) to execute and deliver such Extension Agreement, and will promptly notify the Agent and the Banks if it so declinesreplace a non-extending Bank.

Extension of Commitments. (a) The Commitments may be extended in Sponsor may, by written notice to the manner and amount set forth in this subsection Servicer (bwhich shall promptly deliver a copy to each of the Participants), for a period of 364 days measured from the Termination Date then in effect. If the Company wishes to request an extension of each Bank's Commitment, it shall give notice to that effect to the Agent not less than 45 days and given not more than 60 sixty (60) days prior to any anniversary of the date of this Agreement while the Facility Commitment is effect, request that the Participants extend the then scheduled Facility Commitment Termination Date then in effect(the “Existing Date”) for an additional 364-day period. Each Participant shall, whereupon by notice to the Agent shall promptly notify each of Sponsor and the Banks Servicer given within fifteen (15) Business Days after receipt of such request. Each Bank , advise the Sponsor and the Servicer whether or not such Participant consents to the extension request (and any Participant which does not respond during such 15-day period shall be deemed to have advised the Sponsor and the Servicer that it will use its best efforts to respond not agree to such requestextension). (b) In the event that, whether affirmatively or negativelyon the 15th Business Day after receipt of the notice delivered pursuant to clause (a) above, all of the Participants shall have agreed to extend their respective Participating Commitments, the Facility Commitment Termination Date shall be deemed to have been extended, effective as it may elect in its discretionof the Existing Date, within 30 to the date which is 364 days thereafter. (c) In the event that, on the 15th Business Day after receipt of the notice delivered pursuant to clause (a) above, all of the Participants shall not have agreed to extend their respective Participating Commitments, the Sponsor and the Servicer shall notify the consenting Participants (“Consenting Participants”) of the aggregate Participating Commitment Amounts of the non-extending Participants (“Non-Consenting Participants”) and such Consenting Participants shall, by notice to the Agent. If Sponsor and the Servicer given within ten (10) Business Days after receipt of such notice, advise the Servicer and Sponsor whether or not such Participant wishes to purchase all or a portion of the Participating Commitments of the Non-Consenting Participants (and any Bank shall Participant which does not have responded affirmatively within respond during such 3010-day period, such Bank Business Day period shall be deemed to have rejected such offer). In the Company's proposal event that more than one Consenting Participant agrees to extend its Commitmentpurchase all or a portion of such Participating Commitments, the Sponsor and only the Servicer shall allocate such Participating Commitments among such Consenting Participants so as to preserve, to the extent possible, the relative pro rata shares of the Consenting Participants of the Participating Commitments prior to such extension request. If Consenting Participants do not elect to assume all of the Participating Commitments of those Banks which the Non-Consenting Participants, the Sponsor shall have responded affirmatively shall be extendedthe right, subject to receipt the terms and conditions of Section 15.6, to arrange for one or more financial institutions (any such financial institution being called a “New Participant”) to purchase the Participating Commitment of any Non-Consenting Participant. Each Non-Consenting Participant shall assign its Participating Commitment and its Participant’s Interest outstanding hereunder to the Consenting Participant or New Participant purchasing such Participating Commitment in accordance with Section 15.6, in return for payment in full of all principal, interest and other amounts owing to such Non-Consenting Participant hereunder, on or before the Existing Date and, as of the effective date of such assignment, shall no longer be a party hereto; provided that each New Participant shall be subject to the approval of the Servicer (which approval shall not be unreasonably withheld). If (and only if) Participants (including New Participants) holding Participating Commitments representing at least an amount equal to the greater of (x) the sum of the US Dollar Equivalent of all outstanding Loan Commitments and (y) 66 2/3 % of the aggregate Participating Commitments on the date of such extension request shall have agreed to such extension by the Agent Existing Date (the “Continuing Participants”), then (i) the Facility Commitment Termination Date shall be extended for an additional 364-day period and (ii) the Participating Commitment of counterparts any Non-Consenting Participant which has not been assigned to a Consenting Participant or a New Participant shall terminate (with the result that the amount of an Extension Agreement in substantially the form of Exhibit H hereto duly completed and signed Facility Commitment shall be decreased proportionately by the Borroweramount of such Participating Commitment), the Company, the Agent and all of the Banks which have responded affirmatively. The Agent shall provide amounts owing to the Companysuch Non-Consenting Participant, no later than 10 days prior together with all interest accrued thereon and all other amounts owed to the Termination Date then in effectsuch Non-Consenting Participant hereunder, a list of the Banks which have responded affirmatively. The Extension Agreement shall be executed due and delivered no later than five days prior payable to such Non-Consenting Participant on the Termination Existing Date then in effect, and no applicable to such Participant without giving effect to any extension of the Commitments pursuant to this subsection (b) shall be legally binding on any party hereto unless and until such Extension Agreement is so executed and delivered. The Company and the Borrower may decline to execute and deliver such Extension Agreement if any Bank has rejected the Company's proposal to extend its Facility Commitment or has failed to execute and deliver such Extension Agreement, and will promptly notify the Agent and the Banks if it so declinesTermination Date.

Extension of Commitments. The Commitments may be extended extended, if at the time no Potential Event of Default or Event of Default has occurred and is continuing, in the manner and amount set forth in this subsection (bSection 2.01(d), for a period of 364 days measured from the Termination Date then in effect. If the Company wishes to request an extension of each Bank's Commitment, it shall give notice to that effect to the Administrative Agent not less than 45 days and not more than 60 55 days prior to the Termination Date then in effect, whereupon the Administrative Agent shall promptly notify each of the Banks of such request. Each Bank will use its best efforts to respond to such request, whether affirmatively or negatively, as it may elect in its sole discretion, within 30 days of such notice request to the Administrative Agent, but in any event no earlier than 30 days prior to the Termination Date then in effect. If any Bank shall not have responded affirmatively within such 30-day period, such Bank shall be deemed to have rejected the Company's proposal to extend its Commitment, and only the Commitments of those Banks which have responded affirmatively shall be extended, subject to receipt by the Administrative Agent of counterparts of an Extension Agreement in substantially the form of Exhibit H hereto (the "Extension Agreement") duly completed and signed by the Borrower, the Company, the Administrative Agent and all of the Banks which have responded affirmatively. The Agent shall provide to the Company, no later than 10 days prior to the Termination Date then in effect, a list of the Banks which have responded affirmatively. The Extension Agreement shall be executed and delivered no later than five days prior to the Termination Date then in effect, and no No extension of the Commitments pursuant to this subsection (bSection 2.01(d) shall be legally binding on any party hereto unless and until such Extension Agreement is so executed and delivered. The Company and delivered by Banks having at least 66 2/3% of the Borrower may decline to execute and deliver such Extension Agreement if aggregate amount of the Commitments. (i) If any Bank has rejected rejects, or is deemed to have rejected, the CompanyBorrower's proposal to extend its Commitment, (A) this Agreement shall terminate on the Termination Date then in effect with respect to such Bank, (B) the Borrower shall pay to such Bank on such Termination Date any amounts due and payable to such Bank on such date and (C) the Borrower may, if it so elects, designate a Person not theretofore a Bank and acceptable to the Administrative Agent to become a Bank, or agree with an existing Bank that such Bank's Commitment shall be increased, provided that the aggregate amount of the Commitments following any designation or has failed agreement may not exceed the aggregate amount of the Commitments on the date hereof. Upon execution and delivery by the Borrower and such replacement Bank or other Person of an instrument of assumption in form and amount satisfactory to execute the Administrative Agent and deliver execution and delivery of the Extension Agreement pursuant to Section 2.01(d)(i), such Extension Agreement, existing Bank shall have a Commitment as therein set forth or such other Person shall become a Bank with a Commitment as therein set forth and will all the rights and obligations of a Bank with such a Commitment hereunder. (ii) The Administrative Agent shall promptly notify the Agent and Banks of the Banks if it so declineseffectiveness of each extension of the Commitments pursuant to this Section 2.01(d).

Extension of Commitments. (a) The Commitments may be extended in Sponsor may, by written notice to the manner and amount set forth in this subsection Servicer (bwhich shall promptly deliver a copy to each of the Participants), for a period of 364 days measured from the Termination Date then in effect. If the Company wishes to request an extension of each Bank's Commitment, it shall give notice to that effect to the Agent not less than 45 days and given not more than 60 sixty (60) days prior to any anniversary of the date of this Agreement while the Facility Commitment is effect, request that the Participants extend the then scheduled Facility Commitment Termination Date then in effect(the “Existing Date”) for an additional 364-day period. Each Participant shall, whereupon by notice to the Agent shall promptly notify each of Sponsor and the Banks Servicer given within fifteen (15) Business Days after receipt of such request. Each Bank , advise the Sponsor and the Servicer whether or not such Participant consents to the extension request (and any Participant which does not respond during such 15-day period shall be deemed to have advised the Sponsor and the Servicer that it will use its best efforts to respond not agree to such requestextension). (b) In the event that, whether affirmatively or negativelyon the 15th Business Day after receipt of the notice delivered pursuant to subsection (a) above, all of the Participants shall have agreed to extend their respective Participating Commitments, the Facility Commitment Termination Date shall be deemed to have been extended, effective as it may elect in its discretionof the Existing Date, within 30 to the date which is 364 days thereafter. (c) In the event that, on the 15th Business Day after receipt of the notice delivered pursuant to subsection (a) above, all of the Participants shall not have agreed to extend their respective Participating Commitments, the Sponsor and the Servicer shall notify the consenting Participants (“Consenting Participants”) of the aggregate Participating Commitment Amounts of the non-extending Participants (“Non-Consenting Participants”) and such Consenting Participants shall, by notice to the Agent. If Sponsor and the Servicer given within ten (10) Business Days after receipt of such notice, advise the Servicer and Sponsor whether or not such Participant wishes to purchase all or a portion of the Participating Commitments of the Non-Consenting Participants (and any Bank shall Participant which does not have responded affirmatively within respond during such 3010-day period, such Bank Business Day period shall be deemed to have rejected such offer). In the Company's proposal event that more than one Consenting Participant agrees to extend its Commitmentpurchase all or a portion of such Participating Commitments, the Sponsor and only the Servicer shall allocate such Participating Commitments among such Consenting Participants so as to preserve, to the extent possible, the relative pro rata shares of the Consenting Participants of the Participating Commitments prior to such extension request. If Consenting Participants do not elect to assume all of the Participating Commitments of those Banks which the Non-Consenting Participants, the Sponsor shall have responded affirmatively shall be extendedthe right, subject to receipt the terms and conditions of Section 15.6, to arrange for one or more financial institutions (any such financial institution being called a “New Participant”) to purchase the Participating Commitment of any Non-Consenting Participant. Each Non-Consenting Participant shall assign its Participating Commitment and its Participant’s Interest outstanding hereunder to the Consenting Participant or New Participant purchasing such Participating Commitment in accordance with Section 15.6, in return for payment in full of all principal, interest and other amounts owing to such Non-Consenting Participant hereunder, on or before the Existing Date and, as of the effective date of such assignment, shall no longer be a party hereto, provided that each New Participant shall be subject to the approval of the Servicer (which approval shall not be unreasonably withheld). If (and only if) Participants (including New Participants) holding Participating Commitments representing at least an amount equal to the greater of (x) the sum of the US Dollar Equivalent of all outstanding Loan Commitments and (y) 66 2/3 % of the aggregate Participating Commitments on the date of such extension request shall have agreed to such extension by the Agent Existing Date (the “Continuing Participants”), then (i) the Facility Commitment Termination Date shall be extended for an additional 364-day period and (ii) the Participating Commitment of counterparts any Non-Consenting Participant which has not been assigned to a Consenting Participant or a New Participant shall terminate (with the result that the amount of an Extension Agreement in substantially the form of Exhibit H hereto duly completed and signed Facility Commitment shall be decreased proportionately by the Borroweramount of such Participating Commitment), the Company, the Agent and all of the Banks which have responded affirmatively. The Agent shall provide amounts owing to the Companysuch Non-Consenting Participant, no later than 10 days prior together with all interest accrued thereon and all other amounts owed to the Termination Date then in effectsuch Non-Consenting Participant hereunder, a list of the Banks which have responded affirmatively. The Extension Agreement shall be executed due and delivered no later than five days prior payable to such Non-Consenting Participant on the Termination Existing Date then in effect, and no applicable to such Participant without giving effect to any extension of the Commitments pursuant to this subsection (b) shall be legally binding on any party hereto unless and until such Extension Agreement is so executed and delivered. The Company and the Borrower may decline to execute and deliver such Extension Agreement if any Bank has rejected the Company's proposal to extend its Facility Commitment or has failed to execute and deliver such Extension Agreement, and will promptly notify the Agent and the Banks if it so declinesTermination Date.

Extension of Commitments. (a) The Commitments may be extended in the manner and amount set forth in this subsection (b)Borrower may, for a period of 364 days measured from the Termination Date then in effect. If the Company wishes to request an extension of each Bank's Commitment, it shall give by written notice to that effect to the Agent not less than 45 days and (which shall promptly deliver a copy to each of the Lenders), given not more than 60 one-hundred and twenty (120) days nor less than ninety (90) days prior to the Termination Date then in effect, whereupon the Agent shall promptly notify each first and second anniversary of the Banks of such requestClosing Date, request that the Lenders extend the then scheduled Maturity Date (the "Existing Date") for an additional one-year period. Each Bank will use its best efforts to respond to such requestLender shall, whether affirmatively or negatively, as it may elect in its discretion, within 30 days of such by notice to the Agent. If Borrower and the Agent given within fifteen (15) Business Days after the Borrower gives such notice, advise the Borrower and the Agent whether or not such Lender consents to the extension request (and any Bank shall Lender which does not have responded affirmatively within respond during such 3015-day period, such Bank Business-Day period shall be deemed to have rejected advised the Company's proposal Borrower that it will not agree to extend its Commitment, such extension). (b) If (and only the Commitments of those Banks which have responded affirmatively shall be extended, subject to receipt by the Agent of counterparts of an Extension Agreement in substantially the form of Exhibit H hereto duly completed and signed by the Borrower, the Company, the Agent and if) all of the Banks which Lenders shall have responded affirmatively. The Agent shall provide agreed in accordance with the terms hereof to such extension, the Company, no later than 10 days prior to the Termination Maturity Date then in effect, a list of the Banks which have responded affirmatively. The Extension Agreement shall be executed and delivered no later than five days prior to extended for one additional year from the Termination Date then in effect, and no Existing Date. (c) The effective date of any extension of the Commitments Maturity Date shall be the date on which all of the Lenders have agreed to such extension in accordance with the terms of Section 2.5(b). (d) The extension by the Swing Line Lender of its Revolving Credit Commitment pursuant to this subsection Section 2.5. shall automatically extend the Swing Line Commitment. (be) shall be legally binding on The Borrower understands that this Section has been included in this Agreement for the Borrower's convenience in requesting an extension and acknowledges that none of the Lenders nor the Agent has promised (either expressly or impliedly), nor has any party hereto unless and until such Extension Agreement is so executed and delivered. The Company and the Borrower may decline to execute and deliver such Extension Agreement if any Bank has rejected the Company's proposal obligation or commitment whatsoever, to extend its Commitment or has failed to execute and deliver such Extension Agreement, and will promptly notify the Agent and the Banks if it so declinesMaturity Date at any time.

Extension of Commitments. The Commitments may be extended in Borrower may, upon not less than 45 days but no earlier than 60 days notice prior to the manner and amount set forth in this subsection then current Termination Date to the Servicing Agent (bwhich shall notify each Bank of receipt of such request), propose to extend the Termination Date for a an additional one-year period of 364 days measured from the Termination Date then in effect. If the Company wishes to request an extension of each Bank's Commitment, it shall give notice to that effect to the Agent not less than 45 days and not more than 60 days prior to the Termination Date then in effect, whereupon the Agent shall promptly notify each of the Banks of such request. Each Bank will use its best efforts shall endeavor to respond to such request, whether affirmatively or negatively, as it may elect negatively (such determination in its discretion, within 30 days the sole discretion of such Bank), by notice to the AgentBorrower and the Servicing Agent not more than 45 days nor less than 28 days prior to the then current Termination Date. If any Bank shall not have responded affirmatively within such 30-day period, such Bank shall be deemed Subject to have rejected the Company's proposal to extend its Commitment, and only the Commitments of those Banks which have responded affirmatively shall be extended, subject to receipt execution by the Agent Borrower, the Administrative Agents and such Banks of counterparts of an a duly completed Extension Agreement in substantially the form of Exhibit H hereto duly completed and signed by the BorrowerH, the Company, the Agent and all of the Banks which have responded affirmatively. The Agent shall provide to the Company, no later than 10 days prior to the Termination Date then in effect, a list applicable to the Commitment of each Bank so affirmatively notifying the Banks which have responded affirmatively. The Extension Agreement Borrower and the Servicing Agent shall be executed and delivered no later than five days prior to extended for the period specified above; provided that the Termination Date then shall not be extended unless Banks having at least 66 2/3% in effect, and no extension aggregate amount of the Commitments pursuant in effect at the time any such extension is requested shall have elected so to this subsection (b) extend their Commitments. Any Bank which does not give such notice to the Borrower and the Servicing Agent shall be legally binding deemed to have elected not to extend as requested, and the Commitment of each non-extending Bank shall terminate on, and each of its outstanding Loans shall mature on any party hereto unless and until a date no later than, the Termination Date determined without giving effect to such Extension Agreement is so executed and deliveredrequested extension. The Company and Borrower shall have the Borrower right, with the assistance of the Administrative Agents, to seek a mutually satisfactory substitute bank or banks or other financial institution (which may decline be, but need not be, an extending Bank) to execute and deliver such Extension Agreement if any Bank has rejected the Company's proposal to extend its Commitment or has failed to execute and deliver such Extension Agreement, and will promptly notify the Agent and the Banks if it so declinesreplace a non-extending Bank.

Extension of Commitments. (a) The Commitments may be extended in Sponsor may, by written notice to the manner and amount set forth in this subsection Servicer (bwhich shall promptly deliver a copy to each of the Participants), for a period of 364 days measured from the Termination Date then in effect. If the Company wishes to request an extension of each Bank's Commitment, it shall give notice to that effect to the Agent not less than 45 days and given not more than 60 sixty (60) days prior to any anniversary of the date of this Agreement while the Facility Commitment is effect, request that the Participants extend the then scheduled Facility Commitment Termination Date then in effect(the “Existing Date”) for an additional 364-day period. Each Participant shall, whereupon by notice to the Agent shall promptly notify each of Sponsor and the Banks Servicer given within fifteen (15) Business Days after receipt of such request. Each Bank , advise the Sponsor and the Servicer whether or not such Participant consents to the extension request (and any Participant which does not respond during such 15-day period shall be deemed to have advised the Sponsor and the Servicer that it will use its best efforts to respond not agree to such requestextension). (b) In the event that, whether affirmatively or negativelyon the 15th Business Day after receipt of the notice delivered pursuant to clause (a) above, all of the Participants shall have agreed to extend their respective Participating Commitments, the Facility Commitment Termination Date shall be deemed to have been extended, effective as it may elect in its discretionof the Existing Date, within 30 to the date which is 364 days thereafter. (c) In the event that, on the 15th Business Day after receipt of the notice delivered pursuant to clause (a) above, all of the Participants shall not have agreed to extend their respective Participating Commitments, the Sponsor and the Servicer shall notify the consenting Participants (“Consenting Participants”) of the aggregate Participating Commitment Amounts of the non-extending Participants (“Non-Consenting Participants”) and such Consenting Participants shall, by notice to the Agent. If Sponsor and the Servicer given within ten (10) Business Days after receipt of such notice, advise the Servicer and Sponsor whether or not such Participant wishes to purchase all or a portion of the Participating Commitments of the Non-Consenting Participants (and any Bank shall Participant which does not have responded affirmatively within respond during such 3010-day period, such Bank Business Day period shall be deemed to have rejected such offer). In the Company's proposal event that more than one Consenting Participant agrees to extend its Commitmentpurchase all or a portion of such Participating Commitments, the Sponsor and only the Servicer shall allocate such Participating Commitments among such Consenting Participants so as to preserve, to the extent possible, the relative Pro Rata Shares of the Consenting Participants of the Participating Commitments prior to such extension request. If Consenting Participants do not elect to assume all of the Participating Commitments of those Banks which the Non-Consenting Participants, the Sponsor shall have responded affirmatively shall be extendedthe right, subject to receipt the terms and conditions of Section 15.6, to arrange for one or more financial institutions (any such financial institution being called a “New Participant”) to purchase the Participating Commitment of any Non-Consenting Participant. Each Non-Consenting Participant shall assign its Participating Commitment and its Participant’s Interest outstanding hereunder to the Consenting Participant or New Participant purchasing such Participating Commitment in accordance with Section 15.6, in return for payment in full of all principal, interest and other amounts owing to such Non-Consenting Participant hereunder, on or before the Existing Date and, as of the effective date of such assignment, shall no longer be a party hereto; provided that each New Participant shall be subject to the approval of the Servicer (which approval shall not be unreasonably withheld). If (and only if) Participants (including New Participants) holding Participating Commitments representing at least an amount equal to the greater of (x) the sum of the US Dollar Equivalent of all outstanding Loan Commitments and (y) 66 2/3 % of the aggregate Participating Commitments on the date of such extension request shall have agreed to such extension by the Agent Existing Date (the “Continuing Participants”), then (i) the Facility Commitment Termination Date shall be extended for an additional 364-day period and (ii) the Participating Commitment of counterparts any Non-Consenting Participant which has not been assigned to a Consenting Participant or a New Participant shall terminate (with the result that the amount of an Extension Agreement in substantially the form of Exhibit H hereto duly completed and signed Facility Commitment shall be decreased proportionately by the Borroweramount of such Participating Commitment), the Company, the Agent and all of the Banks which have responded affirmatively. The Agent shall provide amounts owing to the Companysuch Non-Consenting Participant, no later than 10 days prior together with all interest accrued thereon and all other amounts owed to the Termination Date then in effectsuch Non-Consenting Participant hereunder, a list of the Banks which have responded affirmatively. The Extension Agreement shall be executed due and delivered no later than five days prior payable to such Non-Consenting Participant on the Termination Existing Date then in effect, and no applicable to such Participant without giving effect to any extension of the Commitments pursuant to this subsection (b) shall be legally binding on any party hereto unless and until such Extension Agreement is so executed and delivered. The Company and the Borrower may decline to execute and deliver such Extension Agreement if any Bank has rejected the Company's proposal to extend its Facility Commitment or has failed to execute and deliver such Extension Agreement, and will promptly notify the Agent and the Banks if it so declinesTermination Date.

Extension of Commitments. The Commitments may be extended in the manner and amount set forth in this subsection (b), for a a) One time during each period of 364 days measured from the date that is 90 days prior to each Anniversary Date to the date that is 30 days prior to each such Anniversary Date, the Borrowers may, by written notice (an "EXTENSION REQUEST") given to the Agent, request that the Stated Termination Date be extended. Each such Extension Request shall contemplate an extension of the Stated Termination Date to a date that is one year after the Stated Termination Date then in effect. (b) The Agent shall promptly advise each Bank of its receipt of any Extension Request. Each Bank may, in its sole discretion, consent to a requested extension by giving written notice thereof to the Agent by not later than the date (the "EXTENSION CONFIRMATION DATE") that is 15 days after the date of the Extension Request, which consent shall be irrevocable when given. Failure on the part of any Bank to respond to an Extension Request by the applicable Extension Confirmation Date shall be deemed to be a denial of such request by such Bank. If all of the Banks shall consent in writing to the requested extension, such request shall be granted with respect to each consenting Bank. Promptly following the opening of business on the first Business Day following the applicable Extension Confirmation Date, the Agent shall notify the Company in writing as to whether the requested extension has been granted (such written notice being an "EXTENSION CONFIRMATION NOTICE") and, if granted, such extension shall become effective upon the issuance of such Extension Confirmation Notice. The Agent shall promptly thereafter provide a copy of such Extension Confirmation Notice to each Bank. If such extension is not granted, the Agent shall give the Company notice of the identity of any non- consenting Banks. If the Company wishes to request an extension of each Bank's Commitment, it shall give notice to that effect replaces one or more non-consenting Banks pursuant to the Agent not less than 45 days provisions of SECTION 2.18, and not more than 60 days prior to any such replacement Bank becomes a Bank on or before the Termination Date then in effect, whereupon the Agent shall promptly notify each earlier of the Banks of such request. Each Bank will use its best efforts to respond to such request, whether affirmatively or negatively, as it may elect in its discretion, within (i) 30 days of such notice to after the Agent. If any Bank shall not have responded affirmatively within such 30-day period, such Bank shall be deemed to have rejected the Company's proposal to extend its Commitment, Extension Confirmation Date and only the Commitments of those Banks which have responded affirmatively shall be extended, subject to receipt by the Agent of counterparts of an Extension Agreement in substantially the form of Exhibit H hereto duly completed and signed by the Borrower, the Company, the Agent and all of the Banks which have responded affirmatively. The Agent shall provide to the Company, no later than 10 days prior to the Termination Date then in effect, a list of the Banks which have responded affirmatively. The Extension Agreement shall be executed and delivered no later than five days prior to the Termination Date then in effect, and no extension of the Commitments pursuant to this subsection (b) 5 days before the applicable Anniversary Date, and consents to the Extension Request at the time it becomes a Bank, such consent shall be legally binding on any party hereto unless and until such effective retroactively as of the Extension Agreement is so executed and delivered. The Company and the Borrower may decline to execute and deliver such Extension Agreement if any Bank has rejected the Company's proposal to extend its Commitment or has failed to execute and deliver such Extension Agreement, and will promptly notify the Agent and the Banks if it so declinesConfirmation Date.

Extension of Commitments. The Commitments may be extended in On or after the manner and amount set forth in this subsection (b)second anniversary of the Closing Date, for a period of 364 days measured from the Termination Date then in effect. If the Company wishes to request an extension of each Bank's Commitment, it shall give notice to that effect to the Agent but not less than 45 90 days prior to the then effective Revolving Termination Date, the Borrower may, after consultation with the Agent, request that the Revolving Termination Date be extended for an additional year by giving the Agent notice of such request (a "Commitment Extension Request"), and upon the proper and timely receipt by the Agent of any such Commitment Extension Request, the Agent shall promptly notify each Bank of the contents thereof, which notification shall include a copy of such Commitment Extension Request, and not more less than 60 days prior to the then effective Revolving Termination Date then in effectDate, whereupon each Bank shall notify the Agent shall promptly notify each of the Banks of whether such requestBank approves or disapproves such Commitment Extension Request. Each The failure by any Bank will use its best efforts to respond to such request, whether affirmatively or negatively, as it may elect in its discretion, within 30 days of give such notice to the Agent. If any Bank shall not have responded affirmatively within Agent by such 30-day period, such Bank date shall be deemed to constitute disapproval by such Bank. If all Banks have rejected notified Agent of their approval of a Commitment Extension Request as above provided then promptly upon receipt of the Company's proposal to extend its Commitmentrequisite notifications, the Agent shall give the Company notice thereof and only upon the Commitments giving of those Banks which have responded affirmatively such notice, Revolving Termination Date shall be extended, subject extended to receipt the next succeeding anniversary of the Revolving Termination Date; PROVIDED that unless notice of such extension is given by the Agent of counterparts of an Extension Agreement in substantially the form of Exhibit H hereto duly completed and signed by the Borrower, the Company, the Agent and all of the Banks which have responded affirmatively. The Agent shall provide to the Company, no later Company not less than 10 30 days prior to the then effective Revolving Termination Date then in effectDate, a list of the Banks which have responded affirmatively. The such Commitment Extension Agreement Request shall be executed and delivered no later than five days prior to the Termination Date then in effect, and no extension of the Commitments pursuant to this subsection (b) shall be legally binding on any party hereto unless and until such Extension Agreement is so executed and delivered. The Company and the Borrower may decline to execute and deliver such Extension Agreement if any Bank has rejected the Company's proposal to extend its Commitment or has failed to execute and deliver such Extension Agreement, and will promptly notify the Agent and the Banks if it so declinesdeemed disapproved by all Banks.

Extension of Commitments. (i) The Commitments may be extended in Company may, so long as no Default then exists and the manner representations and amount set forth in this subsection (b)warranties of the Borrowers contained herein are true and correct at the time of notice, for a period of 364 days measured from the Termination Date then in effect. If the Company wishes to request an extension of each Bank's Commitment, it shall give upon notice to that effect to the Administrative Agent not less than 45 60 days and not but no more than 60 90 days prior to any anniversary ofat any time after the ThirdFourth Amendment Effective Date but prior to the then existing Commitment Termination Date (the “Existing Commitment Termination Date”), propose to extend the Existing Commitment Termination DatesDate for an additional one- year period measured from the Existing Commitment Termination Dates then in effecteffectDate; provided that there shall be noin no event may the Company request more than two such extensions of the Commitment Termination Date pursuant to this Section 2.01(b)(i); and provided further that the Commitment Termination Date, whereupon after giving effect to any such extension, shall not be later than five years after the effective date of such extension. The Administrative Agent shall promptly notify each the Lenders of the Banks receipt of such request. Each Bank will use its best efforts Lender shall endeavor to respond to such request, whether affirmatively or negatively, as it may elect negatively (such determination in its discretion, within 30 days the sole discretion of such Lender), by notice to the AgentCompany and the Administrative Agent within 30 days. If any Bank shall not have responded affirmatively within such 30-day period, such Bank shall be deemed Subject to have rejected the Company's proposal to extend its Commitment, and only the Commitments of those Banks which have responded affirmatively shall be extended, subject to receipt execution by the Borrowers, the Administrative Agent and such Lenders of counterparts of an a duly completed Extension Agreement in substantially the form of Exhibit H hereto duly completed and signed by the BorrowerE, the Company, Commitment Termination Date applicable to the Agent Commitment of each Lender so affirmatively notifying the Company and all of the Banks which have responded affirmatively. The Administrative Agent shall provide to be extended for the Company, period specified above; provided that no later than 10 days prior to the Commitment Termination Date then in effect, a list of the Banks which have responded affirmatively. The Extension Agreement any Lender shall be executed and delivered no later than five days prior extended unless Lenders having Commitments in an aggregate amount equal to the Termination Date then in effect, and no extension at least 51% of the Commitments pursuant in effect at the time any such extension is requested shall have elected so to this subsection extend their Commitments. (bii) Any Lender which does not give such notice to the Company and the Administrative Agent shall be legally binding deemed to have elected not to extend as requested, and the Commitment of each non-extending Lender shall terminate on any party hereto unless and until its Commitment Termination Date determined without giving effect to such Extension Agreement is so executed and deliveredrequested extension. The Company and the Borrower may, in accordance with Section 8.06, designate another bank or other financial institution (which may decline be, but need not be, an extending Lender) to execute and deliver such Extension Agreement if any Bank has rejected the Company's proposal to extend its Commitment or has failed to execute and deliver such Extension Agreement, and will promptly notify the Agent and the Banks if it so declines.replace a non-extending

Extension of Commitments. The Commitments may be extended in On no more than four separate occasions, the manner and amount set forth in this subsection (b)Borrower may, for a period of 364 days measured from the Termination Date then in effect. If the Company wishes to request an extension of each Bank's Commitment, it shall give notice to that effect to the Agent upon not less than 45 days and not more but no earlier than 60 days notice prior to the then current Commitment Termination Date Dates to the Administrative Agent (which shall notify each Bank of receipt of such request), propose to extend the Commitment Termination Dates for an additional one-year period measured from the Commitment Termination Dates then in effect, whereupon the Agent shall promptly notify each of the Banks of such request. Each Bank will use its best efforts shall endeavor to respond to such request, whether affirmatively or negatively, as it may elect negatively (such determination in its discretion, within 30 days the sole discretion of such Bank), by notice to the AgentBorrower and the Administrative Agent not more than 45 days nor less than 28 days prior to such Bank's Commitment Termination Date. If any Bank shall not have responded affirmatively within such 30-day period, such Bank shall be deemed Subject to have rejected the Company's proposal to extend its Commitment, and only the Commitments of those Banks which have responded affirmatively shall be extended, subject to receipt execution by the Borrower, the Administrative Agent and such Banks of counterparts of an a duly completed Extension Agreement in substantially the form of Exhibit H hereto duly completed and signed by the BorrowerH, the Company, Commitment Termination Date applicable to the Agent Commitment of each Bank so affirmatively notifying the Borrower and all of the Banks which have responded affirmatively. The Administrative Agent shall provide to be extended for the Company, period specified above; provided that no later than 10 days prior to the Commitment Termination Date then in effect, a list of the Banks which have responded affirmatively. The Extension Agreement any Bank shall be executed and delivered no later than five days prior extended unless Banks having Commitments in an aggregate amount equal to the Termination Date then at least 66 2/3% in effect, and no extension aggregate amount of the Commitments pursuant in effect at the time any such extension is requested shall have elected so to this subsection (b) extend their Commitments. Any Bank which does not give such notice to the Borrower and the Administrative Agent shall be legally binding deemed to have elected not to extend as requested, and the Commitment of each non-extending Bank shall terminate on any party hereto unless and until its Commitment Termination Date determined without giving effect to such Extension Agreement is so executed and deliveredrequested extension. The Company and the Borrower may, in accordance with Section 8.06, designate another bank or other financial institution (which may decline be, but need not be, an extending Bank) to execute and deliver such Extension Agreement if any Bank has rejected the Company's proposal to extend its Commitment or has failed to execute and deliver such Extension Agreement, and will promptly notify the Agent and the Banks if it so declinesreplace a non-extending Bank.

Extension of Commitments. (a) The Commitments may be extended in Sponsor may, by written notice to the manner and amount set forth in this subsection Servicer (bwhich shall promptly deliver a copy to each of the Participants), for a period of 364 days measured from the Termination Date then in effect. If the Company wishes to request an extension of each Bank's Commitment, it shall give notice to that effect to the Agent not less than 45 days and given not more than 60 sixty (60) days prior to any anniversary of the date of this Agreement while the Facility Commitment is effect, request that the Participants extend the then scheduled Facility Commitment Termination Date then in effect(the “Existing Date”) for an additional 364‑day period. Each Participant shall, whereupon by notice to the Agent shall promptly notify each of Sponsor and the Banks Servicer given within fifteen (15) Business Days after receipt of such request. Each Bank , advise the Sponsor and the Servicer whether or not such Participant consents to the extension request (and any Participant which does not respond during such 15-day period shall be deemed to have advised the Sponsor and the Servicer that it will use its best efforts to respond not agree to such requestextension). (b) In the event that, whether affirmatively or negativelyon the 15th Business Day after receipt of the notice delivered pursuant to subsection (a) above, all of the Participants shall have agreed to extend their respective Participating Commitments, the Facility Commitment Termination Date shall be deemed to have been extended, effective as it may elect in its discretionof the Existing Date, within 30 to the date which is 364 days thereafter. (c) In the event that, on the 15th Business Day after receipt of the notice delivered pursuant to subsection (a) above, all of the Participants shall not have agreed to extend their respective Participating Commitments, the Sponsor and the Servicer shall notify the consenting Participants (“Consenting Participants”) of the aggregate Participating Commitment Amounts of the non-extending Participants (“Non-Consenting Participants”) and such Consenting Participants shall, by notice to the Agent. If Sponsor and the Servicer given within ten (10) Business Days after receipt of such notice, advise the Servicer and Sponsor whether or not such Participant wishes to purchase all or a portion of the Participating Commitments of the Non-Consenting Participants (and any Bank shall Participant which does not have responded affirmatively within respond during such 3010-day period, such Bank Business Day period shall be deemed to have rejected such offer). In the Company's proposal event that more than one Consenting Participant agrees to extend its Commitmentpurchase all or a portion of such Participating Commitments, the Sponsor and only the Servicer shall allocate such Participating Commitments among such Consenting Participants so as to preserve, to the extent possible, the relative pro rata shares of the Consenting Participants of the Participating Commitments prior to such extension request. If Consenting Participants do not elect to assume all of the Participating Commitments of those Banks which the Non-Consenting Participants, the Sponsor shall have responded affirmatively shall be extendedthe right, subject to receipt the terms and conditions of Section 15.6, to arrange for one or more financial institutions (any such financial institution being called a “New Participant”) to purchase the Participating Commitment of any Non-Consenting Participant. Each Non-Consenting Participant shall assign its Participating Commitment and its Participant’s Interest outstanding hereunder to the Consenting Participant or New Participant purchasing such Participating Commitment in accordance with Section 15.6, in return for payment in full of all principal, interest and other amounts owing to such Non‑Consenting Participant hereunder, on or before the Existing Date and, as of the effective date of such assignment, shall no longer be a party hereto, provided that each New Participant shall be subject to the approval of the Servicer (which approval shall not be unreasonably withheld). If (and only if) Participants (including New Participants) holding Participating Commitments representing at least an amount equal to the greater of (x) the sum of the US Dollar Equivalent of all outstanding Loan Commitments and (y) 66 2/3 % of the aggregate Participating Commitments on the date of such extension request shall have agreed to such extension by the Agent Existing Date (the “Continuing Participants”), then (i) the Facility Commitment Termination Date shall be extended for an additional 364-day period and (ii) the Participating Commitment of counterparts any Non-Consenting Participant which has not been assigned to a Consenting Participant or a New Participant shall terminate (with the result that the amount of an Extension Agreement in substantially the form of Exhibit H hereto duly completed and signed Facility Commitment shall be decreased proportionately by the Borroweramount of such Participating Commitment), the Company, the Agent and all of the Banks which have responded affirmatively. The Agent shall provide amounts owing to the Companysuch Non-Consenting Participant, no later than 10 days prior together with all interest accrued thereon and all other amounts owed to the Termination Date then in effectsuch Non-Consenting Participant hereunder, a list of the Banks which have responded affirmatively. The Extension Agreement shall be executed due and delivered no later than five days prior payable to such Non-Consenting Participant on the Termination Existing Date then in effect, and no applicable to such Participant without giving effect to any extension of the Commitments pursuant to this subsection (b) shall be legally binding on any party hereto unless and until such Extension Agreement is so executed and delivered. The Company and the Borrower may decline to execute and deliver such Extension Agreement if any Bank has rejected the Company's proposal to extend its Facility Commitment or has failed to execute and deliver such Extension Agreement, and will promptly notify the Agent and the Banks if it so declinesTermination Date.

Extension of Commitments. The Commitments Termination Date may be extended one time in the manner and amount set forth in this subsection (b), for a period of 364 days measured up to one year from the Termination Date then in effectdate on which Banks having 100% of the Commitments shall have notified the Agent of their agreement so to extend. If the Company Borrower wishes to request an extension of each Bank's Commitmentthe Termination Date, it shall give written notice to that effect (such notice to state the date to which the Termination Date then in effect is requested to be extended, subject to the provisions of the preceding sentence) to the Agent not less than 45 days and not 60 nor more than 60 90 days prior to the Termination Date then in effect, whereupon the Agent shall promptly notify each of the Banks of such requestrequest and send a copy of the Extension Agreement referred to below to each Bank. Each Bank will use its best efforts to respond to such request, whether affirmatively or negatively, as it may elect in its discretion, within 30 days of such notice to the Agent. If ; provided, that any Bank shall not have responded affirmatively which fails to respond to such request within 30 days of such 30-day period, such Bank notice shall be deemed to have rejected responded negatively. If less than all Banks respond affirmatively to such request within 30 days, then the Company's proposal Borrower may request the Banks that do not elect to extend its Commitmentthe Termination Date to assign their Commitments in their entirety, no later than 15 days prior to the Termination Date then in effect, to one or more Assignees pursuant to Section 9.06(c) which Assignees will agree to extend the Termination Date. If all Banks (including such Assignees and only the Commitments of those Banks which have responded affirmatively shall be extendedexcluding their respective transferor Banks) respond affirmatively, then, subject to receipt by the Agent of counterparts of an Extension Agreement in substantially the form of Exhibit H hereto duly completed and signed by the Borrower, the Company, the Agent and all of the Banks which have responded affirmatively. The Agent shall provide to the Companyparties thereto, no later than 10 days prior to the Termination Date then in effect, a list of the Banks which have responded affirmatively. The Extension Agreement shall be executed and delivered no later than five days prior to extended for the Termination Date then in effect, and no extension of the Commitments pursuant to this subsection (b) shall be legally binding on any party hereto unless and until such Extension Agreement is so executed and delivered. The Company and the Borrower may decline to execute and deliver such Extension Agreement if any Bank has rejected the Company's proposal to extend its Commitment or has failed to execute and deliver such Extension Agreement, and will promptly notify the Agent and the Banks if it so declinesperiod specified above.

Extension of Commitments. (a) The Commitments may be extended in the manner and amount set forth in this subsection (b)Company may, for a period of 364 days measured from the Termination Date then in effect. If the Company wishes to request an extension of each Bank's Commitment, it shall give by notice to that effect the Administrative Agent (which shall promptly deliver a copy to each of the Agent Banks) given not less than 45 30 days and not more than 60 days prior to the Termination Date then in effect, whereupon the Agent shall promptly notify each of request that the Banks extend the Termination Date for an additional period of not more than 364 days as specified in such notice. Any such notice shall specify any fees that the Company agrees to pay as consideration for such extension, any changes to the Pricing Schedule that will apply during the term of such requestextension and the amendments, if any, to the covenants contained herein or other provisions hereof proposed by the Company to be applicable during the term of such extension. Each Bank will use its best efforts to respond to such requestshall, whether affirmatively or negatively, as it may elect in its discretion, within 30 days of such by notice to the AgentCompany and the Administrative Agent given not earlier than the 30th day and not later than the 15th day prior to the Termination Date then in effect, advise the Administrative Agent and the Company whether or not it agrees to such extension on the terms set forth in such notice. If any Any Bank shall that has not have responded affirmatively within so advised the Administrative Agent by such 30-day period, such Bank shall be deemed to have rejected declined to agree to such extension. (b) If (and only if) Banks (including any Banks becoming parties to this Agreement as contemplated by the last sentence of paragraph (c) below) holding more than 50% of the Commitments in effect prior to such extension shall have agreed to extend the Termination Date (each such Bank being called an "Extending Bank", and Banks not having so agreed being called "Non- Extending Banks"), then, if the Company shall so elect in a notice delivered to the Administrative Agent not earlier than the 15th day and not later than the 10th day prior to the Termination Date then in effect, the Termination Date shall be extended as to such Extending Banks for the additional period and on the terms specified in the Company's proposal notice provided for under paragraph (a) and, if such terms vary from those contained in this Agreement, the Company and the Extending Banks shall enter into an amendment to extend its Commitmentthis Agreement to be effective as of the Termination Date in effect prior to such extension pursuant to which such terms shall be given effect as to the Company and the Extending Banks and, to the extent consistent with Section 11.05, the other Banks. (c) If less than all the Banks consent to any extension request pursuant to paragraph (a), the Administrative Agent shall promptly so notify the Extending Banks, and only the Commitments of those Banks which have responded affirmatively shall be extendedeach Extending Bank may, subject to receipt by the Agent of counterparts of an Extension Agreement in substantially the form of Exhibit H hereto duly completed and signed by the Borrowerits sole discretion, the Company, the Agent and all of the Banks which have responded affirmatively. The Agent shall provide give written notice to the Company, no Administrative Agent not later than 10 days prior to the Termination Date then in effect, a list effect prior to giving effect to the extension provided for in paragraph (b) (the "Existing Termination Date") of the amount of the Non-Extending Banks' Commitments it is willing to assume. If such Extending Banks which have responded affirmatively. The Extension Agreement are willing to assume Commitments in an aggregate amount that exceeds the amount of the Commitments of the Non-Extending Banks, the Non-Extending Banks' Commitments and outstanding Loans shall be executed allocated among Extending Banks willing to assume such Commitments in such amounts as shall be agreed between the Company and delivered no later than five days the Administrative Agent, and such Commitments and outstanding Loans shall be assigned and assumed in accordance with the provisions of Section 11.06(c). If after giving effect to the assignments described above the full amount of the Commitments of the Non-Extending Banks would not be assigned and assumed as set forth above prior to the Existing Termination Date then in effectDate, and no extension the Company may (i) arrange for one or more Extending Banks or other assignees eligible to become Banks hereunder (each, an "Extension Assuming Bank"), to assume the unassigned amounts of the Commitments pursuant and outstanding Loans of the Non-Extending Banks and become parties hereto with all the rights and obligations of Banks hereunder, or (ii) subject to this subsection the requirements of paragraph (b), reduce the aggregate amount of the Commitments to an amount equal to the aggregate amount of Commitments held by all Extending Banks and Extension Assuming Banks all as of the Existing Termination Date. On the Existing Termination Date: (i) the Extending Banks and Extension Assuming Banks shall pay to the Non-Extending Banks the principal amount of any outstanding Loans made by such Non-Extending Banks and purchased in accordance with this paragraph (c), together with any accrued interest thereon as of the Existing Termination Date; (ii) any accrued fees and other amounts payable hereunder to any Non- Extending Bank as of the Existing Termination Date shall be paid to such Non- Extending Bank by the Company or such Extending Banks and Extension Assuming Banks; and (iii) with respect to any such Extension Assuming Bank, the applicable processing and recordation fee required under Section 11.06(c) shall be legally binding on paid. The commitment of any party hereto Extension Assuming Bank shall in no event be less than $[10,000,000] unless and until the Commitment of a Non-Extending Bank as of the Existing Termination Date is less than $[10,000,000], in which case such Extension Agreement is so executed Assuming Bank may assume all of such lesser amount. Any such Non-Extending Bank's rights under Sections 2.15, 2.17 and delivered. The Company and the Borrower may decline to execute and deliver such Extension Agreement if any Bank has rejected the Company's proposal to extend its Commitment or has failed to execute and deliver such Extension Agreement8.03, and will promptly notify its obligations under Section 7.06, shall survive such substitution as to matters occurring on or prior to the Agent and the Banks if it so declinesExisting Termination Date.

Extension of Commitments. The Commitments may -------------------------- (including the Letter of Credit Commitments) shall terminate on November 21, 1999, unless on a Business Day which is at least ninety (90) days (but no more than one hundred fifty (150) days) prior to the applicable Annual Date, the Agent shall have received notice in writing from the Borrower of its desire to extend the Revolving Credit Termination Date to a date which is the anniversary of such then current Revolving Credit Termination Date in the year immediately succeeding the year in which the Revolving Credit Termination Date is then scheduled to occur, and upon consent in writing given to the Agent and the Borrower by each Bank on or prior to a date which is thirty (30) days before the applicable Annual Date (such period ending on such date, the "Consent Period"), the Revolving Credit Termination Date shall be extended to --------------- such requested date, whereupon the Commitments (including the Letter of Credit Commitments) shall continue in force and effect until such new Revolving Credit Termination Date, on the manner terms and amount conditions set forth in this subsection (b), for a period of 364 days measured from the Termination Date then in effect. If the Company wishes to request an extension of each Bank's Commitment, it shall give notice to that effect to the Agent not less than 45 days and not more than 60 days prior to the Termination Date then in effect, whereupon the Agent shall promptly notify each of the Banks of such request. Each Bank will use its best efforts to respond to such request, whether affirmatively or negativelyAgreement, as it may elect in its discretion, within 30 days of such notice hereafter amended from time to the Agenttime. If any Bank shall does not have responded affirmatively within such 30-day period, such Bank consent to the extension of the Revolving Credit Termination Date pursuant to this Section 2.11 (which determination shall be deemed to have rejected the Company's proposal to extend made by each Bank in its Commitmentsole discretion), and only the Commitments of those Banks which have responded affirmatively shall be extended, subject to receipt by the Agent of counterparts of an Extension Agreement in substantially the form of Exhibit H hereto duly completed and signed by the Borrower, the Company, the Agent and all of the Banks which have responded affirmatively. The Agent Commitments (including the Letter of Credit Commitments) shall provide to terminate on the Company, no later than 10 days Revolving Credit Termination Date in effect prior to the request for extension; provided that, notwithstanding the foregoing, the Borrower may, at its option, upon notice to the Agent in accordance with the provisions of Section 2.01(c), elect to have the principal amount of Advances outstanding as of the Revolving Credit Termination Date then converted into a Term Loan, in effect, a list accordance with the provisions of the Banks which have responded affirmatively. The Extension Agreement shall be executed and delivered no later than five days prior to the Termination Date then in effect, and no extension of the Commitments pursuant to this subsection (bSection 2.01(c) shall be legally binding on any party hereto unless and until such Extension Agreement is so executed and delivered. The Company and the Borrower may decline to execute and deliver such Extension Agreement if any Bank has rejected the Company's proposal to extend its Commitment or has failed to execute and deliver such Extension Agreement, and will promptly notify the Agent and the Banks if it so declineshereof.

Extension of Commitments. (i) The Commitments may be extended extended, if at the time no Potential Event of Default or Event of Default has occurred and is continuing, in the manner and amount set forth in this subsection (bSection 2.01(d), for a period of 364 days one year measured from the Termination Date then in effect. If the Company wishes to request an extension of each Bank's Commitment, it shall give notice to that effect to the Administrative Agent not less than 45 days and not more than 60 55 days prior to each anniversary of the Termination Effective Date then in effect(each such anniversary, an "Anniversary Date"), whereupon the Administrative Agent shall promptly notify each of the Banks of such request. Each Bank will use its best efforts to respond to such request, whether affirmatively or negatively, as it may elect in its sole discretion, within 30 days of such notice request to the Administrative Agent, but in any event no earlier than 30 days prior to such Anniversary Date. If any Bank shall not have responded affirmatively within such 30-day period, such Bank shall be deemed to have rejected the Company's proposal to extend its Commitment, and only the Commitments of those Banks which have responded affirmatively shall be extended, subject to receipt by the Administrative Agent of counterparts of an Extension Agreement in substantially the form of Exhibit H hereto (the "Extension Agreement") duly completed and signed by the Borrower, the Company, the Administrative Agent and all of the Banks which have responded affirmatively. The Agent shall provide to the Company, no later than 10 days prior to the Termination Date then in effect, a list of the Banks which have responded affirmatively. The Extension Agreement shall be executed and delivered no later than five days prior to the Termination Date then in effect, and no No extension of the Commitments pursuant to this subsection (bSection 2.01(d) shall be legally binding on any party hereto unless and until such Extension Agreement is so executed and delivered. The Company and delivered by Banks having at least 662/3% of the Borrower may decline to execute and deliver such Extension Agreement if aggregate amount of the Commitments. (ii) If any Bank has rejected rejects, or is deemed to have rejected, the CompanyBorrower's proposal to extend its Commitment, (A) this Agreement shall terminate on the Termination Date with respect to such Bank, (B) the Borrower shall pay to such Bank on the Termination Date any amounts due and payable to such Bank on such date and (C) the Borrower may, if it so elects, designate a Person not theretofore a Bank and acceptable to the Administrative Agent to become a Bank, or agree with an existing Bank that such Bank's Commitment shall be increased, provided that the aggregate amount of the Commitments following any designation or has failed agreement may not exceed the aggregate amount of the Commitments on the date hereof. Upon execution and delivery by the Borrower and such replacement Bank or other Person of an instrument of assumption in form and amount satisfactory to execute the Administrative Agent and deliver execution and delivery of the Extension Agreement pursuant to Section 2.01(d)(i), such Extension Agreement, existing Bank shall have a Commitment as therein set forth or such other Person shall become a Bank with a Commitment as therein set forth and will all the rights and obligations of a Bank with such a Commitment hereunder. (iii) The Administrative Agent shall promptly notify the Agent and Banks of the Banks if it so declineseffectiveness of each extension of the Commitments pursuant to this Section 2.01(d).

Extension of Commitments. (a) The Commitments may be extended in Sponsor may, by written notice to the manner and amount set forth in this subsection Servicer (bwhich shall promptly deliver a copy to each of the Participants), for a period of 364 days measured from the Termination Date then in effect. If the Company wishes to request an extension of each Bank's Commitment, it shall give notice to that effect to the Agent not less than 45 days and given not more than 60 sixty (60) days prior to any anniversary of the date of this Agreement while the Commitments are effect, request that the Participants extend the then scheduled Commitment Termination Date then in effect(the "EXISTING DATE") for an additional 364-day period. Each Participant shall, whereupon by notice to the Agent shall promptly notify each of Sponsor and the Banks Servicer given within fifteen (15) Business Days after receipt of such request. Each Bank , advise the Sponsor and the Servicer whether or not such Participant consents to the extension request (and any Participant which does not respond during such 15-day period shall be deemed to have advised the Sponsor and the Servicer that it will use its best efforts to respond not agree to such requestextension). (b) In the event that, whether affirmatively or negativelyon the 15th Business Day after receipt of the notice delivered pursuant to subsection (a) above, all of the Participants shall have agreed to extend their respective Participating Commitments, the Commitment Termination Date shall be deemed to have been extended, effective as it may elect in its discretionof the Existing Date, within 30 to the date which is 364 days thereafter. (c) In the event that, on the 15th Business Day after receipt of the notice delivered pursuant to subsection (a) above, all of the Participants shall not have agreed to extend their respective Participating Commitments, the Sponsor and the Servicer shall notify the consenting Participants ("CONSENTING PARTICIPANTS") of the aggregate Participating Commitment Amounts of the non-extending Participants ("NON-CONSENTING PARTICIPANTS") and such 36 Consenting Participants shall, by notice to the Agent. If Sponsor and the Servicer given within ten (10) Business Days after receipt of such notice, advise the Servicer and Sponsor whether or not such Participant wishes to purchase all or a portion of the Participating Commitments of the Non-Consenting Participants (and any Bank shall Participant which does not have responded affirmatively within respond during such 3010-day period, such Bank Business Day period shall be deemed to have rejected such offer). In the Company's proposal event that more than one Consenting Participant agrees to extend its Commitmentpurchase all or a portion of such Participating Commitments, the Sponsor and only the Servicer shall allocate such Participating Commitments among such Consenting Participants so as to preserve, to the extent possible, the relative pro rata shares of the Consenting Participants of the Participating Commitments prior to such extension request. If Consenting Participants do not elect to assume all of the Participating Commitments of those Banks which the Non-Consenting Participants, the Sponsor shall have responded affirmatively shall be extendedthe right, subject to receipt the terms and conditions of Section 15.6, to arrange for one or more banks (any such bank being called a "NEW PARTICIPANT") to purchase the Participating Commitment of any Non-Consenting Participant. Each Non-Consenting Participant shall assign its Participating Commitment and its Participant's Interest outstanding hereunder to the Consenting Participant or New Participant purchasing such Participating Commitment in accordance with Section 15.6, in return for payment in full of all principal, interest and other amounts owing to such Non-Consenting Participant hereunder, on or before the Existing Date and, as of the effective date of such assignment, shall no longer be a party hereto, provided that each New Participant shall be subject to the approval of the Servicer (which approval shall not be unreasonably withheld). If (and only if) Participants (including New Participants) holding Participating Commitments representing at least an amount equal to the greater of (x) the sum of all outstanding Loan Commitments under both Facilities and (y) 66 2/3 % of the aggregate Participating Commitments on the date of such extension request shall have agreed to such extension by the Agent Existing Date (the "Continuing Participants"), then (i) the Commitment Termination Date shall be extended for an additional 364-day period and (ii) the Participating Commitment of counterparts any Non-Consenting Participant which has not been assigned to a Consenting Participant or a New Participant shall terminate (with the result that the amount of an Extension Agreement in substantially the form of Exhibit H hereto duly completed and signed Commitments shall be decreased proportionately by the Borroweramount of such Participating Commitment), the Company, the Agent and all of the Banks which have responded affirmatively. The Agent amounts owing to such Non-Consenting Participant, together with all interest accrued thereon and all other amounts owed to such Non-Consenting Participant hereunder, shall provide be reallocated to the Company, no later than 10 days prior remaining Participating Commitments on the Existing Date applicable to the Termination Date then in effect, a list of the Banks which have responded affirmatively. The Extension Agreement shall be executed and delivered no later than five days prior such Participant without giving effect to the Termination Date then in effect, and no any extension of the Commitments pursuant to this subsection (b) shall be legally binding on any party hereto unless and until such Extension Agreement is so executed and delivered. The Company and the Borrower may decline to execute and deliver such Extension Agreement if any Bank has rejected the Company's proposal to extend its Commitment or has failed to execute and deliver such Extension Agreement, and will promptly notify the Agent and the Banks if it so declinesTermination Date.

Extension of Commitments. The Commitments may be extended in the manner and amount set forth in this subsection (b)Borrower may, for a period of 364 days measured from the Termination Date then in effect. If the Company wishes to request an extension of each Bank's Commitment, it shall give notice to that effect to the Agent upon not less than 45 days and not more but no earlier than 60 days notice prior to the then current Commitment Termination Date Dates to the Administrative Agent (which shall notify each Bank of receipt of such request), propose to extend the Commitment Termination Dates for an additional one-year period measured from the Commitment Termination Dates then in effect, whereupon the Agent shall promptly notify each of the Banks of such request. Each Bank will use its best efforts shall endeavor to respond to such request, whether affirmatively or negatively, as it may elect negatively (such determination in its discretion, within 30 days the sole discretion of such Bank), by notice to the AgentBorrower and the Administrative Agent not more than 45 days nor less than 28 days prior to such Bank’s Commitment Termination Date. If any Bank shall not have responded affirmatively within such 30-day period, such Bank shall be deemed Subject to have rejected the Company's proposal to extend its Commitment, and only the Commitments of those Banks which have responded affirmatively shall be extended, subject to receipt execution by the Borrower, the Administrative Agent and such Banks of counterparts of an a duly completed Extension Agreement in substantially the form of Exhibit H hereto duly completed and signed by the BorrowerE, the Company, Commitment Termination Date applicable to the Agent Commitment of each Bank so affirmatively notifying the Borrower and all of the Banks which have responded affirmatively. The Administrative Agent shall provide to be extended for the Company, period specified above; provided that no later than 10 days prior to the Commitment Termination Date then in effect, a list of the Banks which have responded affirmatively. The Extension Agreement any Bank shall be executed and delivered no later than five days prior extended unless Banks having Commitments in an aggregate amount equal to at least the Termination Date then greater of (i) 51% in effect, and no extension aggregate amount of the Commitments pursuant in effect at the time any such extension is requested and (ii) the sum of the aggregate principal amount of the Loans outstanding at such time plus the aggregate amount of the Letter of Credit Liabilities at such time, after giving effect to this subsection (b) any repayment of Loans and/or termination of Letters of Credit on such date, shall have elected so to extend their Commitments. Any Bank which does not give such notice to the Borrower and the Administrative Agent shall be legally binding deemed to have elected not to extend as requested, and the Commitment of each non-extending Bank shall terminate on any party hereto unless and until its Commitment Termination Date determined without giving effect to such Extension Agreement is so executed and deliveredrequested extension. The Company and the Borrower may, in accordance with Section 8.06, designate another bank or other financial institution (which may decline be, but need not be, an extending Bank) to execute and deliver such Extension Agreement if any Bank has rejected the Company's proposal to extend its Commitment or has failed to execute and deliver such Extension Agreement, and will promptly notify the Agent and the Banks if it so declinesreplace a non-extending Bank.

Extension of Commitments. (i) The Commitments may be extended extended, if at the time no Potential Event of Default or Event of Default has occurred and is continuing, in the manner and amount set forth in this subsection (bSection 2.01(d), for a period of 364 days one year measured from the Termination Date then in effecteffect (the date of effectiveness of such extension, an “Extension Date”). If #96109338v22 the Company Borrower wishes to request an extension of each Bank's Lender’s Commitment, it shall give notice to that effect to the Administrative Agent not less than 45 days and not more than 60 30 days prior to the Termination Date then in effect, whereupon the Administrative Agent shall promptly notify each of the Banks Lenders of such request. Each Bank Lender will use its best efforts to respond to such request, whether affirmatively or negatively, as it may elect in its sole discretion, within 30 20 days of such notice request to the Administrative Agent. If any Bank Lender shall not have responded affirmatively within such 3020-day period, such Bank Lender shall be deemed to have rejected the Company's Borrower’s proposal to extend its Commitment, and only the Commitments of those Banks Lenders which have responded affirmatively shall be extended, subject to receipt by the Administrative Agent of counterparts of an Extension Agreement in substantially the form of Exhibit H hereto (the “Extension Agreement”) duly completed and signed by the Borrower, the Company, the Administrative Agent and all of the Banks Lenders which have responded affirmatively. The Agent shall provide to the Company, no later than 10 days prior to the Termination Date then in effect, a list of the Banks which have responded affirmatively. The Extension Agreement shall be executed and delivered no later than five days prior to the Termination Date then in effect, and no No extension of the Commitments pursuant to this subsection (bSection 2.01(d) shall be legally binding on any party hereto unless and until such Extension Agreement is so executed and delivered. The Company delivered by the Required Lenders; provided that (i) the Termination Date may only be so extended for two one-year periods, (ii) no such extension may occur more than once in any twelve-month period and (iii) no such extension shall result in a Termination Date for any Lender that is more than five years after the Borrower may decline relevant Extension Date. (ii) If any Lender rejects, or is deemed to execute and deliver such Extension Agreement if any Bank has rejected have rejected, the Company's Borrower’s proposal to extend its Commitment, (A) this Agreement shall terminate on the Termination Date then in effect with respect to such Lender, (B) the Borrower shall pay to such Lender on such Termination Date any amounts due and payable to such Lender on such date and (C) the Borrower may, if it so elects, designate a Person not theretofore a Lender and acceptable to the Administrative Agent to become a Lender, or agree with an existing Lender that such Lender’s Commitment shall be increased, provided that the aggregate amount of the Commitments following any designation or has failed agreement may not exceed the aggregate amount of the Commitments on the date hereof. Upon execution and delivery by the Borrower and such replacement Lender or other Person of an instrument of assumption in form and amount satisfactory to execute the Administrative Agent and deliver execution and delivery of the Extension Agreement pursuant to Section 2.01(d)(i), such Extension Agreementexisting Lender shall have a Commitment as therein set forth or such other Person shall become a Lender with a Commitment as therein set forth and all the rights and obligations of a Lender with such a Commitment hereunder. On the date of termination of any Lender’s Commitment as contemplated by this paragraph, the respective participations of the other Lenders in all outstanding Letters of Credit shall be redetermined on the basis of their respective Commitments after giving effect to such termination, and will the participation therein of the Lender whose Commitment is terminated shall terminate; provided that the Borrower shall, if and to the extent necessary to permit such redetermination of participations in Letters of Credit within the limits of the Commitments which are not terminated, prepay on such date a portion of the outstanding Loans, and such redetermination and termination of participations in outstanding Letters of Credit shall be conditioned upon its having done so. (iii) The Administrative Agent shall promptly notify the Agent and Lenders of the Banks if it so declines.effectiveness of each extension of the Commitments pursuant to this Section 2.01(d). #96109338v22

Extension of Commitments. The Commitments (i) Each Lender’s Commitment may be extended extended, if at the time no Event of Default has occurred and is continuing, in the manner and amount set forth in this subsection (bc), on a single occasion on any anniversary of the Closing Date (the “Extension Date”) for a period of 364 days measured from one year after the Termination Date then in effectdate on which the Commitment of such Lender would have been terminated. If the Company Principal Borrower wishes to request an extension of each Bank's Lender’s Commitment, it shall give notice to that effect to the Administrative Agent not less than 45 days and not more than 60 90 days prior to the Termination Extension Date then in effect, whereupon the Administrative Agent shall promptly notify each of the Banks Lenders of such request. Each Bank Lender will use its best efforts to respond to such request, whether affirmatively or negatively, as it may elect in its discretion, within 30 days of such notice request to the Administrative Agent. If any Bank Lender shall not have responded affirmatively within such 30-day period, such Bank Lender shall be deemed to have rejected the Company's Principal Borrower’s proposal to extend its Commitment, and only the Commitments of those Banks Lenders which have responded affirmatively shall be extended, subject to receipt by the Administrative Agent of counterparts of an Extension Agreement in substantially the form of Exhibit H I hereto (the “Extension Agreement”) duly completed and signed by the Principal Borrower, the Company, the Administrative Agent and all of the Banks Lenders which have responded affirmatively. The Administrative Agent shall provide to the CompanyPrincipal Borrower, no later than 10 days prior to the Termination Extension Date then in effectfor any such request, a list of the Banks Lenders which have responded affirmatively. The Extension Agreement shall be executed and delivered no later than five days prior to the Termination Date then in effectExtension Date, and no extension of the Commitments pursuant to this subsection (bc) shall be legally binding on any party hereto unless and until such Extension Agreement is so executed and delivered. The Company and delivered by Lenders having at least 51% of the Borrower may decline aggregate amount of the Commitments. (ii) If any Lender rejects, or is deemed to execute and deliver such Extension Agreement if any Bank has rejected have rejected, the Company's Principal Borrower’s proposal to extend its Commitment (A) this Agreement shall terminate on the Termination Date with respect to such Lender, (B) the Borrower shall pay to such Lender on the Termination Date any amounts due and payable to such Lender on such date and (C) the Principal Borrower may, if it so elects, designate a Person not theretofore a Lender and reasonably acceptable to the Administrative Agent to become a Lender, or has failed agree with an existing Lender that such Lender’s Commitment shall be increased, provided that the aggregate amount of the Commitments following any designation or agreement may not exceed the aggregate amount of the Commitments as in effect immediately prior to execute the relevant request. Upon execution and deliver delivery by the Principal Borrower and such replacement Lender or other Person of an instrument of assumption in form and amount reasonably satisfactory to the Administrative Agent and execution and delivery of the Extension AgreementAgreement pursuant to subsection (c)(i), such existing Lender shall have a Commitment as therein set forth or such other Person shall become a Lender with a Commitment as therein set forth and will all the rights and obligations of a Lender with such a Commitment hereunder. (iii) The Administrative Agent shall promptly notify the Agent and Lenders of the Banks if it so declineseffectiveness of each extension of the Commitments pursuant to this subsection (c).

Extension of Commitments. The Commitments Commitment Termination Date may be extended from time to time in the manner and amount set forth in this subsection (bc), in each case for a period of up to 364 days measured from the Termination Date then in effectdate on which Banks having 51% of the Commitments shall have notified the Agent of their agreement so to extend. If the Company Borrower wishes to request an extension of each Bank's Commitmentthe Commitment Termination Date, it shall give written notice to that effect (such notice to state the date to which the Commitment Termination Date then in effect is requested to be extended, subject to the provisions of the preceding sentence) to the Agent not less than 45 days and not 60 nor more than 60 90 days prior to the Commitment Termination Date then in effect, whereupon the Agent shall promptly notify each of the Banks of such requestrequest and send a copy of the Extension Agreement referred to below to each Bank. Each Bank will use its best efforts to respond to such request, whether affirmatively or negatively, as it may elect in its discretion, within 30 days of such notice to the Agent. If , provided, that any Bank shall not have responded affirmatively which fails to respond to such request within 30 days of such 30-day period, such Bank notice shall be deemed to have rejected responded negatively. If less than all Banks respond affirmatively to such request within 30 days, then the Company's proposal Borrower may request the Banks that do not elect to extend its Commitmentthe Commitment Termination Date to assign their Commitments in their entirety, and only no later than 15 days prior to the Commitment Termination Date then in effect, to one or more Assignees pursuant to Section 9.06(c) which Assignees will agree to extend the Commitment Termination Date. If Banks having at least 51% of the Commitments of those Banks which have responded affirmatively shall be extended(including such Assignees and excluding their respective transferor Banks) respond affirmatively, then, subject to receipt by the Agent of counterparts of an Extension Agreement in substantially the form of Exhibit H hereto duly completed and signed by the Borrower, the Company, the Agent and all of the Banks which have responded affirmativelyparties thereto, the Commitment Termination Date shall be extended for the period specified above. The Agent Commitment of any Bank that elects not to extend the Commitment Termination Date shall provide to terminate on the Company, no later than 10 days Commitment Termination Date in effect immediately prior to the Termination Date then in effect, a list of the Banks which have responded affirmatively. The Extension Agreement shall be executed and delivered no later than five days prior giving effect to the Termination Date then in effect, and no extension of the Commitments pursuant to this subsection (b) shall be legally binding on any party hereto unless and until such Extension Agreement is so executed and delivered. The Company and the Borrower may decline to execute and deliver such Extension Agreement if any Bank has rejected the Company's proposal to extend its Commitment or has failed to execute and deliver such Extension Agreement, and will promptly notify the Agent and the Banks if it so declinesextension.

Extension of Commitments. (a) The Commitments may be extended in the manner and amount set forth in this subsection (b)Borrower may, for a period of 364 days measured from the Termination Date then in effect. If the Company wishes to request an extension of each Bank's Commitment, it shall give by notice to that effect the Administrative Agent (which shall promptly deliver a copy to each of the Agent Lenders) given not less than 45 30 days and not more than 60 days prior to December 26, 2002, request that the Lenders extend the Commitment Termination Date then for an additional period of not more than 364 days as specified in effectsuch notice. Any such notice shall specify any fees that the Borrower agrees to pay as consideration for such extension, whereupon any changes to the Agent shall promptly notify each of Applicable Facility Fee Rate, Applicable Margin, and/or Applicable Utilization Fee Rate that will apply during the Banks term of such requestextension and the amendments, if any, to the covenants contained herein or other provisions hereof proposed by the Borrower to be applicable during the term of such extension. Each Bank will use its best efforts to respond to such requestLender shall, whether affirmatively or negatively, as it may elect in its discretion, within 30 days of such by notice to the AgentBorrower and the Administrative Agent given not earlier than the 30th day and not later than the 15th day prior to December 26, 2002, advise the Administrative Agent and the Borrower whether or not it agrees to such extension on the terms set forth in such notice. If any Bank shall Any Lender that has not have responded affirmatively within so advised the Administrative Agent by such 30-day period, such Bank shall be deemed to have rejected declined to agree to such extension. (b) If (and only if) Lenders (including any Lenders becoming parties to this Agreement as contemplated by the Company's proposal last sentence of paragraph (c) below) holding more than 50% of the Commitments in effect prior to such extension shall have agreed to extend its Commitmentthe Commitment Termination Date (each such Lender being called an "Extending Lender", and only Lenders not having so agreed being called "Non-Extending Lenders"), then, if the Commitments of those Banks which have responded affirmatively Borrower shall so elect in a notice delivered to the Administrative Agent not earlier than the 15th day and not later than the 10th day prior to December 26, 2002, the Commitment Termination Date shall be extended, subject extended as to receipt by such Extending Lenders for the Agent of counterparts of an Extension Agreement additional period and on the terms specified in substantially the form of Exhibit H hereto duly completed and signed by the Borrower's notice provided for under paragraph (a) and, if such terms vary from those contained in this Agreement, the CompanyBorrower and the Extending Lenders shall enter into an amendment to this Agreement to be effective as of December 26, 2002, pursuant to which such terms shall be given effect as to the Borrower and the Extending Lenders and, to the extent consistent with Section 10.11, the Agent and other Lenders. (c) If less than all of the Banks which have responded affirmatively. The Lenders consent to any extension request pursuant to paragraph (a), the Administrative Agent shall provide promptly so notify the Extending Lenders, and each Extending Lender may, in its sole discretion, give written notice to the Company, no Administrative Agent not later than 10 days prior to the Termination Date then in effectDecember 26, a list 2002, of the Banks which have responded affirmativelyamount of the Non-Extending Lenders' Commitments, together with the corresponding amount of such Non-Extending Lenders' outstanding Loans and obligations and interests in respect of outstanding L/C Obligations (such corresponding amount of Loans and obligations and interests in respect of outstanding L/C Obligations being collectively referred to as the "Related Credit Extensions"), it is willing to accept and assume. If such Extending Lenders are willing to accept and assume Commitments and Related Credit Extensions in an aggregate amount that exceeds the amount of the Commitments and Related Credit Extensions of the Non-Extending Lenders, the Non-Extending Lenders' Commitments and Related Credit Extensions shall be allocated among Extending Lenders willing to accept and assume such Commitments and Related Credit Extensions in such amounts as shall be agreed between the Borrower and the Administrative Agent, and such Commitments and Related Credit Extensions shall be assigned, accepted and assumed in accordance with the provisions of Section 10.10. If after giving effect to the assignments described above the full amount of the Commitments and Related Credit Extensions of the Non-Extending Lenders would not be assigned, accepted and assumed as set forth above prior to December 26, 2002, the Borrower may (i) arrange for one or more Extending Lenders or other assignees eligible to become Lenders hereunder (each, an "Extension Assuming Lender"), to accept and assume the unassigned amounts of the Commitments and Related Credit Extensions of the Non-Extending Lenders in accordance with Section 10.10 and become parties hereto with all the rights and obligations of Lenders hereunder, or (ii) subject to the requirements of paragraph (b) above, reduce the aggregate amount of the Commitments to an amount equal to the aggregate amount of Commitments held by all Extending Lenders and Extension Assuming Lenders all as of December 26, 2002. On December 26, 2002: (i) the Extending Lenders and Extension Assuming Lenders shall pay to the Non-Extending Lenders the principal amount of any outstanding Loans made by such Non-Extending Lenders, and any outstanding amounts paid by such Non-Extending Lenders pursuant to Section 2.14(d), all as assigned, accepted and assumed in accordance with this paragraph (c), together with any accrued interest thereon as of December 26, 2002; (ii) any accrued fees and other amounts payable hereunder to any Non-Extending Lender as of December 26, 2002 shall be paid to such Non-Extending Lender by the Borrower or by such Extending Lenders and Extension Assuming Lenders, as may be agreed by such parties; and (iii) with respect to any such Extension Assuming Lender, the applicable processing and recordation fee required under Section 10.10 shall be paid. The Commitment of any Extension Agreement Assuming Lender shall in no event be executed less than $5,000,000 (subject to the fourth sentence of Section 10.10(b)) unless the Commitment of a Non-Extending Lender as of December 26, 2002 is less than $5,000,000, in which case such Extension Assuming Lender may accept and delivered no later than five days assume all of such lesser amount. Any such Non-Extending Lender's rights under Sections 2.13, 3.3, 8.3, 10.3, and 10.13, and its obligations under Section 9.6, shall survive such substitution as to matters occurring on or prior to December 26, 2002, (and if such Non-Extending Lender shall continue to have Loans outstanding after December 26, 2002, shall continue in effect following December 26, 2002). At least three Business Days prior to the Termination Date then in effect, and no proposed effective date of any extension of the Commitments Commitment Termination Date pursuant to this subsection Section, (A) each Extension Assuming Lender, if any, shall deliver to the Borrower and the Administrative Agent an Assignment Agreement or other agreement in a form approved by the Administrative Agent and the Borrower evidencing such Extension Assuming Lender's Commitment and Related Credit Extensions, duly executed by such Extension Assuming Lender, such Non-Extending Lender a Commitment and Related Credit Extensions of which is being assigned to and accepted and assumed by such Extension Assuming Lender, the Borrower and the Administrative Agent, and (B) each Extending Lender, if any, shall have delivered written confirmation satisfactory to the Borrower and the Administrative Agent as to any increase in the amount of its Commitment and Related Credit Extensions resulting from its acceptance and assumption of all or a portion of the Commitments and Related Credit Extensions of the Non-Extending Lenders. As of and following the effective date of any extension made pursuant to this Section, each Extension Assuming Lender shall be a Lender for all purposes of this Agreement. (d) The decision to agree or withhold agreement to any requested extension of the Commitment Termination Date hereunder shall be at the sole discretion of each Lender. If the Commitment Termination Date shall have been extended as provided in paragraph (b) above, the Commitment of any Non-Extending Lender shall be legally binding terminate on any party hereto unless and until such Extension Agreement is so executed and delivered. The Company December 26, 2002, and the Borrower may decline term "Commitment Termination Date", as used herein, shall mean, as to execute and deliver the Related Credit Extensions of such Extension Agreement if any Bank has rejected Non-Extending Lender (to the Company's proposal extent not assumed pursuant to extend its paragraph (c)), the Commitment or has failed Termination Date in effect prior to execute and deliver giving effect to such Extension Agreement, and will promptly notify the Agent and the Banks if it so declinesextension.

Extension of Commitments. The Commitments may be extended in On no more than two separate occasions, the manner and amount set forth in this subsection (b)Borrower may, for a period of 364 days measured from the Termination Date then in effect. If the Company wishes to request an extension of each Bank's Commitment, it shall give notice to that effect to the Agent upon not less than 45 days and not more but no earlier than 60 days notice prior to the then current Commitment Termination Date Dates to the Administrative Agent (which shall notify each Bank of receipt of such request), propose to extend the Commitment Termination Dates for an additional one-year period measured from the Commitment Termination Dates then in effect, whereupon the Agent shall promptly notify each of the Banks of such request. Each Bank will use its best efforts shall endeavor to respond to such request, whether affirmatively or negatively, as it may elect negatively (such determination in its discretion, within 30 days the sole discretion of such Bank), by notice to the AgentBorrower and the Administrative Agent not more than 45 days nor less than 28 days prior to such Bank's Commitment Termination Date. If any Bank shall not have responded affirmatively within such 30-day period, such Bank shall be deemed Subject to have rejected the Company's proposal to extend its Commitment, and only the Commitments of those Banks which have responded affirmatively shall be extended, subject to receipt execution by the Borrower, the Administrative Agent and such Banks of counterparts of an a duly completed Extension Agreement in substantially the form of Exhibit H hereto duly completed and signed by the BorrowerH, the Company, Commitment Termination Date applicable to the Agent Commitment of each Bank so affirmatively notifying the Borrower and all of the Banks which have responded affirmatively. The Administrative Agent shall provide to be extended for the Company, period specified above; provided that no later than 10 days prior to the Commitment Termination Date then in effect, a list of the Banks which have responded affirmatively. The Extension Agreement any Bank shall be executed and delivered no later than five days prior extended unless Banks having Commitments in an aggregate amount equal to at least the Termination Date then greater of (i) 66 2/3% in effect, and no extension aggregate amount of the Commitments pursuant in effect at the time any such extension is requested and (ii) the sum of the aggregate principal amount of the Loans outstanding at such time plus the aggregate amount of the Letter of Credit Liabilities at such time, after giving effect to this subsection (b) any repayment of Loans and/or termination of Letters of Credit on such date, shall have elected so to extend their Commitments. Any Bank which does not give such notice to the Borrower and the Administrative Agent shall be legally binding deemed to have elected not to extend as requested, and the Commitment of each non-extending Bank shall terminate on any party hereto unless and until its Commitment Termination Date determined without giving effect to such Extension Agreement is so executed and deliveredrequested extension. The Company and the Borrower may, in accordance with Section 8.06, designate another bank or other financial institution (which may decline be, but need not be, an extending Bank) to execute and deliver such Extension Agreement if any Bank has rejected the Company's proposal to extend its Commitment or has failed to execute and deliver such Extension Agreement, and will promptly notify the Agent and the Banks if it so declinesreplace a non-extending Bank.

Extension of Commitments. The Commitments Commitment Termination Date may be extended from time to time in the manner and amount set forth in this subsection (b), in each case for a period of up to 364 days measured from the Termination Date then date on which the Commitments would otherwise have terminated in effectfull, if the Banks having at least 51% of the Commitments shall have notified the Administrative Agent of their agreement so to extend. If the Company Borrower wishes to request an extension of each Bank's Commitmentthe Commitment Termination Date, it shall give written notice to that effect to the Agent not less than 45 days and not 60 nor more than 60 90 days prior to the Commitment Termination Date then in effect(such notice to state the date to which the Commitment Termination Date is requested to be extended, subject to the provisions of the preceding sentence) to the Administrative Agent whereupon the Administrative Agent shall promptly notify each of the Banks of such requestrequest and send a copy of the Extension Agreement referred to below to each Bank. Each Bank will use its best efforts to respond to such request, whether affirmatively or negatively, as it may elect in its discretion, within 30 days of such notice to by the Administrative Agent. If ; provided that any Bank shall not have responded affirmatively which fails to respond to such request within 30 days of such 30-day period, such Bank notice shall be deemed to have rejected responded negatively. If less than all Banks respond affirmatively to such request within 30 days, then the Company's proposal Borrower may request each Bank that does not elect to extend the Commitment Termination Date (a "Non-Extending Bank") to assign its CommitmentCommitment (and any outstanding Loans of such Bank related thereto), and only no later than 15 days prior to the Commitment Termination Date then in effect, to one or more Assignees pursuant to Section 9.06(c), which Assignees will agree to extend the Commitment Termination Date. If the Banks having at least 51% of the Commitments of those Banks which have responded affirmatively shall be extended(including such Assignees and excluding their respective transferor Banks) respond affirmatively, then, subject to receipt by the Administrative Agent of counterparts of an Extension Agreement in substantially the form of Exhibit H hereto duly completed and signed by all the Borrowerparties thereto, the Company, the Agent and all of the Banks which have responded affirmatively. The Agent shall provide to the Company, no later than 10 days prior to the Commitment Termination Date then in effect, a list of shall be extended for the Banks which have responded affirmatively. The period specified above; provided that the Extension Agreement shall be executed and delivered no later earlier than five 20 days prior to the Commitment Termination Date then in effect, and no extension of the Commitments pursuant to this subsection (b) shall be legally binding on any party hereto hereto, unless and until such Extension Agreement is so executed and delivered. The Company and the Borrower may decline to execute and deliver such Extension Agreement if any Bank has rejected the Company's proposal to extend its Commitment or has failed to execute and deliver such Extension Agreement, and will promptly notify the Agent and the Banks if it so declines.

Extension of Commitments. The Commitments may be extended in the manner and amount set forth in this subsection (b), for a period of 364 days measured from the Termination Date then in effect. If the Company wishes to request an extension of each Bank's Commitment, it shall give notice to that effect to the Agent not less than 45 days and not more than 60 days prior to the Termination Date then in effect, whereupon the Agent shall promptly notify each of the Banks of such request. Each Bank will use its best efforts to respond to such request, whether affirmatively or negatively, as it may elect in its discretion, within 30 days of such notice to the Agent. If any Bank shall not have responded affirmatively within such 30-day period, such Bank shall be deemed to have rejected the Company's proposal to extend its Commitment, and only the Commitments of those Banks which have responded affirmatively shall be extended, subject to receipt by the Agent of counterparts of an Extension Agreement in substantially the form of Exhibit H hereto duly completed and signed by the Borrower, the Company, the Agent and all of the Banks which have responded affirmatively. The Agent shall provide to the Company, no later than 10 days prior to the Termination Date then in effect, a list of the Banks which have responded affirmatively. The Extension Agreement shall be executed and delivered no later than five days prior to the Termination Date then in effect, and no extension of the Commitments pursuant to this subsection (b) shall be legally binding on any party hereto unless and until such Extension Agreement is so executed and delivered. The Company and the Borrower may decline to execute and deliver such Extension Agreement if any Bank has rejected the Company's proposal to extend its Commitment or has failed to execute and deliver such Extension Agreement, and will promptly notify the Agent and the Banks if it so declines.

Extension of Commitments. The Commitments may be extended extended, if at the time no Potential Event of Default or Event of Default has occurred and is continuing, in the manner and amount set forth in this subsection (bSection 2.01(d), for a period of 364 days measured from the Termination Date then in effect. If the Company wishes to request an extension of each Bank's Commitment, it shall give notice to that effect to the Administrative Agent not less than 45 days and not more than 60 55 days prior to the Termination Date then in effect, whereupon the Administrative Agent shall promptly notify each of the Banks of such request. Each Bank will use its best efforts to respond to such request, whether affirmatively or negatively, as it may elect in its sole discretion, within 30 days of such notice request to the Administrative Agent, but in any event no earlier than 30 days prior to the Termination Date then in effect. If any Bank shall not have responded affirmatively within such 30-day period, such Bank shall be deemed to have rejected the Company's proposal to extend its Commitment, and only the Commitments of those Banks which have responded affirmatively shall be extended, subject to receipt by the Administrative Agent of counterparts of an Extension Agreement in substantially the form of Exhibit H hereto (the "Extension Agreement") duly completed and signed by the Borrower, the Company, the Administrative Agent and all of the Banks which have responded affirmatively. The Agent shall provide to the Company, no later than 10 days prior to the Termination Date then in effect, a list of the Banks which have responded affirmatively. The Extension Agreement shall be executed and delivered no later than five days prior to the Termination Date then in effect, and no No extension of the Commitments pursuant to this subsection (bSection 2.01(d) shall be legally binding on any party hereto unless and until such Extension Agreement is so executed and delivered. The Company and delivered by Banks having at least 662/3% of the Borrower may decline to execute and deliver such Extension Agreement if any Bank has rejected aggregate amount of the Company's proposal to extend its Commitment or has failed to execute and deliver such Extension Agreement, and will promptly notify the Agent and the Banks if it so declinesCommitments.

Extension of Commitments. The Commitments Commitment Termination Date may be extended from time to time in the manner and amount set forth in this subsection (bc), in each case for a period of up to 364 days measured from the Termination Date then in effectdate on which Banks having 51% of the Commitments shall have notified the Agent of their agreement so to extend. If the Company Borrower wishes to request an extension of each Bank's Commitmentthe Commitment Termination Date, it shall give written notice to that effect (such notice to state the date to which the Commitment Termination Date then in effect is requested to be extended, subject to the provisions of the preceding sentence) to the Agent not less than 45 days and not 60 nor more than 60 90 days prior to the Commitment Termination Date then in effect, whereupon the Agent shall promptly notify each of the Banks of such requestrequest and send a copy of the Extension Agreement referred to below to each Bank. Each Bank will use its best efforts to respond to such request, whether affirmatively or negatively, as it may elect in its discretion, within 30 days of such notice to the Agent. If any Bank shall less than all Banks respond affirmatively to such request within 30 days, then the Borrower may request the Banks that do not have responded affirmatively within such 30-day period, such Bank shall be deemed to have rejected the Company's proposal elect to extend its Commitmentthe Commitment Termination Date to assign their Commitments in their entirety, and only no later than 15 days prior to the Commitment Termination Date then in effect, to one or more Assignees pursuant to Section 9.06(c) which Assignees will agree to extend the Commitment Termination Date. If Banks having at least 51% of the Commitments of those Banks which have responded affirmatively shall be extended(including such Assignees and excluding their respective transferor Banks) respond affirmatively, then, subject to receipt by the Agent of counterparts of an Extension Agreement in substantially the form of Exhibit H hereto duly completed and signed by the Borrower, the Company, the Agent and all of the Banks which have responded affirmativelyparties thereto, the Commitment Termination Date shall be extended for the period specified above. The Agent Commitment of any Bank that elects not to extend the Commitment Termination Date shall provide to terminate on the Company, no later than 10 days Commitment Termination Date in effect immediately prior to the Termination Date then in effect, a list of the Banks which have responded affirmatively. The Extension Agreement shall be executed and delivered no later than five days prior giving effect to the Termination Date then in effect, and no extension of the Commitments pursuant to this subsection (b) shall be legally binding on any party hereto unless and until such Extension Agreement is so executed and delivered. The Company and the Borrower may decline to execute and deliver such Extension Agreement if any Bank has rejected the Company's proposal to extend its Commitment or has failed to execute and deliver such Extension Agreement, and will promptly notify the Agent and the Banks if it so declinesextension.

Extension of Commitments. The Commitments may be extended in the manner and amount set forth in this subsection (b)a) Borrower may, for a period of 364 days measured from the Termination Date then in effect. If the Company wishes to by written request an extension of each Bank's Commitment, it shall give notice to that effect to the Agent not less than 45 days and given not more than 60 65 days prior to the Termination Date then in effect, whereupon effect with respect to the Agent shall promptly notify each Commitments of the Banks (the "Applicable Termination Date"), and in a form reasonably acceptable to the Agent (an "Extension Request"), request that the Applicable Termination Date be extended to the date that is 364 days following such Applicable Termination Date, which request shall identify (i) the most recent audited financial statements of Borrower that have been delivered to the Banks pursuant to Section 8.01(a)(i) and (ii) the most recent unaudited financial statements of Borrower, if any, that have been delivered to the Banks pursuant to Section 8.01(a)(ii) relating to periods subsequent to the period covered by the audited financial statements referred to in clause (i) above (such requestaudited financial statements and any such unaudited financial statements being collectively referred to as the "Extension Financial Statements"). Each The Agent shall, within five days of receipt of the Extension Request, request each Bank to indicate whether or not it consents to such extension (which consent may be granted or withheld by each Bank in its sole discretion). Not more than 60 days and not less than 45 days before the Applicable Termination Date, each Bank will use its best efforts to respond to such request, whether affirmatively or negatively, as it may elect notify Borrower in its discretion, within 30 days of such notice writing (with a copy thereof to the Agent. If ) whether or not it consents to such Extension Request; provided that any Bank shall not have responded affirmatively that fails to so advise Borrower within such 30-day period, such Bank time period (the "Extension Consideration Period") shall be deemed to have rejected denied such Extension Request. Subject to the Company's proposal to extend its Commitment, provisions of Sections 4.10(b) and only the Commitments of those Banks which have responded affirmatively shall be extended, subject to receipt by the Agent of counterparts of an Extension Agreement in substantially the form of Exhibit H hereto duly completed and signed by the Borrower4.10(c) below, the Company, the Agent and all extension of the Banks which have responded affirmatively. The Agent shall provide to the Company, no later than 10 days prior to the Applicable Termination Date then in effect, a list effect contemplated by such Extension Request shall become effective as of such Applicable Termination Date only upon satisfaction of the Banks which following conditions as of such date: (A) no Default or Event of Default shall have responded affirmatively. The Extension Agreement occurred and be continuing; (B) Borrower shall be executed in compliance with and delivered no later than five days prior shall have performed all agreements and covenants made by it under this Agreement; and (C) the representations and warranties made by Borrower in Section 7.01 hereof (except for those representations and warranties or parts thereof that, by their terms, expressly relate solely to a specific date, in which case such representations and warranties shall be true and correct in all material respects as of such specific date) shall be true and correct in all material respects on and as of said date with the same force and effect as if made on or as of such date; provided that (y) the representations and warranties set forth in Section 7.01(j) will be made with respect to the latest date covered by the Extension Financial Statements and (z) the representations and warranties set forth in Section 7.01(m) will be made with respect to the Extension Financial Statements. Each such Extension Request by Borrower under this Section 4.10 shall constitute a certification by Borrower to the effect set forth in clauses (A), (B) and (C) of the preceding sentence (both as of the date of such notice and, unless Borrower otherwise notifies the Agent, as of such Applicable Termination Date then in effect, and no Date). Upon the effectiveness of any extension of the Commitments Applicable Termination Date pursuant to any Extension Request under this subsection Section 4.10, the representations and warranties set forth in Section 7.01(j) shall, as of the effective date of such extension, be deemed for all purposes, including, without limitation, Section 6.02(i), to be made with respect to of the audited financial statements included in the Extension Financial Statements identified in such Extension Request. (b) In the event that Banks representing at least 51% of the Commitments at the time Borrower delivers the Extension Request (the "Continuing Banks") advise the Agent in writing during the Extension Consideration Period (the last day of such Period being referred to herein as the "Consent Date") of their consent to a requested extension, which consent shall be legally binding on any party hereto unless and until such Extension Agreement is so executed and delivered. The Company and irrevocable, the Borrower may decline applicable Termination Date for the Loans held or thereafter made by the Continuing Banks shall, subject to execute and deliver such Extension Agreement if any Bank has rejected the Company's proposal to extend its Commitment or has failed to execute and deliver such Extension Agreement, and will promptly notify the Agent and the Banks if it so declines.the

Extension of Commitments. (a) The Commitments may be extended in the manner and amount set forth in this subsection (b)Borrower may, for a period of 364 days measured from the Termination Date then in effect. If the Company wishes to request an extension of each Bank's Commitment, it shall give by notice to that effect delivered to the Operations Agent not less (who shall promptly notify the Banks) in substantially the form of Exhibit D attached hereto no earlier than 45 days and not more than 60 forty-five (45) days prior to the Termination Date then in effecteffect hereunder (the “Existing Termination Date”) but not later than thirty (30) days prior to the Existing Termination Date, whereupon request that each Bank extend the Agent shall promptly notify each of Termination Date for an additional 364 days from the Banks of such request. Existing Termination Date. (b) Each Bank will use its best efforts to respond to such requestBank, whether affirmatively or negatively, as it may elect acting in its sole discretion, within 30 days of such shall, by notice to the Agent. If any Bank shall Operations Agent given no later than the date (the “Notice Date”) that is twenty (20) days prior to the Existing Termination Date, advise the Operations Agent whether or not have responded affirmatively within such 30-day period, such Bank agrees to such extension and each Bank that determines not to extend the Termination Date (a “Non-Extending Bank”) shall notify the Operations Agent of such fact promptly after such determination (but in any event no later than the Notice Date). Any Bank that does not so advise the Operations Agent on or before the Notice Date shall be deemed to have rejected the Company's proposal to extend its Commitment, and only the Commitments of those Banks which have responded affirmatively shall be extended, subject to receipt by the Agent of counterparts of an Extension Agreement in substantially the form of Exhibit H hereto duly completed and signed by the Borrower, the Company, the Agent and all of the Banks which have responded affirmativelya Non-Extending Bank. The election of any Bank to agree to such extension shall not obligate any other Bank to agree to such extension. (c) The Operations Agent shall provide to notify the Company, Borrower of each Bank’s determination under this Section promptly upon receiving notice from the Bank and in any event no later than 10 the date that is fifteen (15) days prior to the Existing Termination Date then (or, if such date is not a Business Day, on the next preceding Business Day). (d) The Borrower shall have the right on or before the Existing Termination Date to replace each Non-Extending Bank with, and add as “Banks” under this Agreement in effectplace thereof, a list of the Banks which have responded affirmatively. The Extension Agreement shall be executed and delivered no later than five days one or more Assignees (each, prior to the Existing Termination Date, an “Additional Commitment Bank”) with the approval of the Operations Agent (which approval shall not be unreasonably withheld). Each Additional Commitment Bank shall enter into an Assignment and Assumption pursuant to which such Additional Commitment Bank shall, effective as of the Existing Termination Date, undertake a Commitment (an “Additional Commitment”) and if any such Additional Commitment Bank is a Bank, its Additional Commitment shall be in addition to such Bank’s Commitment hereunder on such date. (e) If (and only if) at least one Bank or Additional Commitment Bank has agreed to extend the Termination Date or become a “Bank” hereunder, then, effective as of the Existing Termination Date, the Existing Termination Date shall be extended to the date which is 364 days after the Existing Termination Date (provided, if such date is not a Business Day, then in effectsuch Termination Date as so extended shall be the next preceding Business Day) and each Additional Commitment Bank, and no if any, shall thereupon become a “Bank” with a Commitment for all purposes of this Agreement. (f) Notwithstanding the foregoing, the extension of the Commitments pursuant Existing Termination Date shall not be effective with respect to this subsection any Bank unless: (bi) shall no Default or Event of Default has occurred and be legally binding continuing on any party hereto unless the date of the notice requesting such extension, the Notice Date, the Existing Termination Date or after giving effect to the extension of the Existing Termination Date; (ii) each of the representations and until such Extension Agreement is so executed and delivered. The Company warranties of the Borrower in Article IV and the Borrower may decline other Loan Documents are true and correct on and as of each of the date of the notice requesting such extension, the Notice Date, the Existing Termination Date and after giving effect to execute the extension of the Existing Termination Date with the same force and deliver effect as if made on and as of each such Extension Agreement date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); and (iii) each Non-Extending Bank has rejected shall have been paid in full by the Company's proposal Borrower all amounts owing to extend its such Bank by the Borrower hereunder on or before the Existing Termination Date. Even if the Existing Termination Date is extended as provided in this Section 2.08, the Commitment or has failed of each Non-Extending Bank shall terminate on the Existing Termination Date. This Section 2.08 shall supersede any provision of Section 9.06 to execute and deliver such Extension Agreement, and will promptly notify the Agent and the Banks if it so declinescontrary.

Extension of Commitments. The Commitments may be extended in On no more than two separate occasions, the manner and amount set forth in this subsection (b)Borrower may, for a period of 364 days measured from the Termination Date then in effect. If the Company wishes to request an extension of each Bank's Commitment, it shall give notice to that effect to the Agent upon not less than 45 days and not more but no earlier than 60 days notice prior to the then current Commitment Termination Date Dates to the Administrative Agent (which shall notify each Bank of receipt of such request), propose to extend the Commitment Termination Dates for an additional one-year period measured from the Commitment Termination Dates then in effect, whereupon the Agent shall promptly notify each of the Banks of such request. Each Bank will use its best efforts shall endeavor to respond to such request, whether affirmatively or negatively, as it may elect negatively (such determination in its discretion, within 30 days the sole discretion of such Bank), by notice to the AgentBorrower and the Administrative Agent not more than 45 days nor less than 28 days prior to such Bank's Commitment Termination Date. If any Bank shall not have responded affirmatively within such 30-day period, such Bank shall be deemed Subject to have rejected the Company's proposal to extend its Commitment, and only the Commitments of those Banks which have responded affirmatively shall be extended, subject to receipt execution by the Borrower, the Administrative Agent and such Banks of counterparts of an a duly completed Extension Agreement in substantially the form of Exhibit H hereto duly completed and signed by the BorrowerH, the Company, Commitment Termination Date applicable to the Agent Commitment of each Bank so affirmatively notifying the Borrower and all of the Banks which have responded affirmatively. The Administrative Agent shall provide to be extended for the Company, period specified above; provided that no later than 10 days prior to the Commitment Termination Date then in effect, a list of the Banks which have responded affirmatively. The Extension Agreement any Bank shall be executed and delivered no later than five days prior extended unless Banks having Commitments in an aggregate amount equal to the Termination Date then at least 66 2/3% in effect, and no extension aggregate amount of the Commitments pursuant in effect at the time any such extension is requested shall have elected so to this subsection (b) extend their Commitments. Any Bank which does not give such notice to the Borrower and the Administrative Agent shall be legally binding deemed to have elected not to extend as requested, and the Commitment of each non-extending Bank shall terminate on any party hereto unless and until its Commitment Termination Date determined without giving effect to such Extension Agreement is so executed and deliveredrequested extension. The Company and the Borrower may, in accordance with Section 8.06, designate another bank or other financial institution (which may decline be, but need not be, an extending Bank) to execute and deliver such Extension Agreement if any Bank has rejected the Company's proposal to extend its Commitment or has failed to execute and deliver such Extension Agreement, and will promptly notify the Agent and the Banks if it so declinesreplace a non-extending Bank.

Extension of Commitments. (i) The Commitments may be extended extended, if at the time no Potential Event of Default or Event of Default has occurred and is continuing, in the manner and amount set forth in this subsection (bSection 2.01(d), for a period of 364 days one year measured from the Termination Date then in effect. If the Company Borrower wishes to request an extension of each Bank's Lender’s Commitment, it shall give notice to that effect to the Administrative Agent not less than 45 days and not nor more than 60 90 days prior to each anniversary of the date hereof that occurs on or prior to the Termination Date then in effect, whereupon the Administrative Agent shall promptly notify each of the Banks Lenders of such request. Each Bank Lender will use its best efforts to respond to such request, whether affirmatively or negatively, as it may elect in its sole discretion, within 30 days of such notice request to the Administrative Agent, but in any event no earlier than 30 days prior to the Termination Date then in effect. If any Bank Lender shall not have responded affirmatively within such 30-day period, such Bank Lender shall be deemed to have rejected the Company's Borrower’s proposal to extend its Commitment, and only the Commitments of those Banks Lenders which have responded affirmatively shall be extended, subject to receipt by the Administrative Agent of counterparts of an Extension Agreement in substantially the form of Exhibit H I hereto (the “Extension Agreement”) duly completed and signed by the Borrower, the Company, the Administrative Agent and all of the Banks Lenders which have responded affirmatively. The Agent shall provide to the Company, no later than 10 days prior to the Termination Date then in effect, a list of the Banks which have responded affirmatively. The Extension Agreement shall be executed and delivered no later than five days prior to the Termination Date then in effect, and no No extension of the Commitments pursuant to this subsection (bSection 2.01(d) shall be legally binding on any party hereto unless and until such Extension Agreement is so executed and delivered. The Company and delivered by Lenders having at least 66 2/3% of the Borrower aggregate amount of the Commitments; provided that the Termination Date may decline only be so extended for two one-year periods. (ii) If any Lender rejects, or is deemed to execute and deliver such Extension Agreement if any Bank has rejected have rejected, the Company's Borrower’s proposal to extend its Commitment, (A) this Agreement shall terminate on the Termination Date then in effect with respect to such Lender, (B) the Borrower shall pay to such Lender on such Termination Date any amounts due and payable to such Lender on such date and (C) the Borrower may, if it so elects, designate a Person not theretofore a Lender and acceptable to the Administrative Agent to become a Lender, or agree with an existing Lender that such Lender’s Commitment shall be increased, provided that the aggregate amount of the Commitments following any designation or has failed agreement may not exceed the aggregate amount of the Commitments on the date hereof. Upon execution and delivery by the Borrower and such replacement Lender or other Person of an instrument of assumption in form and amount satisfactory to execute the Administrative Agent and deliver execution and delivery of the Extension Agreement pursuant to Section 2.01(d)(i), such Extension Agreementexisting Lender shall have a Commitment as therein set forth or such other Person shall become a Lender with a Commitment as therein set forth and all the rights and obligations of a Lender with such a Commitment hereunder. On the date of termination of any Lender’s Commitment as contemplated by this paragraph, the respective participations of the other Lenders in all outstanding Letters of Credit shall be redetermined on the basis of their respective Commitments after giving effect to such termination, and will the participation therein of the Lender whose Commitment is terminated shall terminate; provided that the Borrower shall, if and to the extent necessary to permit such redetermination of participations in Letters of Credit within the limits of the Commitments which are not terminated, prepay on such date a portion of the outstanding Loans, and such redetermination and termination of participations in outstanding Letters of Credit shall be conditioned upon its having done so. (iii) The Administrative Agent shall promptly notify the Agent and Lenders of the Banks if it so declineseffectiveness of each extension of the Commitments pursuant to this Section 2.01(d).

Extension of Commitments. The Commitments may be extended (a) One time during each period from the date that is 90 days prior to each Anniversary Date to the date that is 30 days prior to each such Anniversary Date (but in any case not more than three times during the manner and amount set forth in term of this subsection (bAgreement), for the Borrowers may, by written notice (an “Extension Request”) given to the Agent, request that the Stated Termination Date be extended. Each such Extension Request shall contemplate an extension of the Stated Termination Date to a period of 364 days measured from date that is one year after the Stated Termination Date then in effect. (b) The Agent shall promptly advise each Bank of its receipt of any Extension Request. Each Bank may, in its sole discretion, consent to a requested extension by giving written notice thereof to the Agent by not later than the date (the “Extension Confirmation Date”) that is 15 days after the date of the Extension Request, which consent shall be irrevocable when given. Failure on the part of any Bank to respond to an Extension Request by the applicable Extension Confirmation Date shall be deemed to be a denial of such request by such Bank. Subject to the Company’s right to replace a Bank pursuant to ‎Section 2.21, if all of the Banks, after giving effect to the last sentence in this paragraph, shall consent in writing to the requested extension, such request shall be granted. Promptly following the opening of business on the first Business Day following the applicable Extension Confirmation Date, the Agent shall notify the Company in writing as to whether the requested extension has been granted (such written notice being an “Extension Confirmation Notice”) and, if granted, such extension shall become effective upon the issuance of such Extension Confirmation Notice. The Agent shall promptly thereafter provide a copy of such Extension Confirmation Notice to each Bank. If such extension is not granted, the Agent shall give the Company notice of the identity of any non-consenting Banks. If the Company wishes to request an extension of each Bank's Commitment, it shall give notice to that effect replaces one or more non-consenting Banks pursuant to the Agent not less than 45 days provisions of ‎Section 2.21, and not more than 60 days prior to any such replacement Bank becomes a Bank on or before the Termination Date then in effect, whereupon the Agent shall promptly notify each earlier of the Banks of such request. Each Bank will use its best efforts to respond to such request, whether affirmatively or negatively, as it may elect in its discretion, within (i) 30 days of such notice to after the Agent. If any Bank shall not have responded affirmatively within such 30-day period, such Bank shall be deemed to have rejected the Company's proposal to extend its Commitment, Extension Confirmation Date and only the Commitments of those Banks which have responded affirmatively shall be extended, subject to receipt by the Agent of counterparts of an Extension Agreement in substantially the form of Exhibit H hereto duly completed and signed by the Borrower, the Company, the Agent and all of the Banks which have responded affirmatively. The Agent shall provide to the Company, no later than 10 days prior to the Termination Date then in effect, a list of the Banks which have responded affirmatively. The Extension Agreement shall be executed and delivered no later than five days prior to the Termination Date then in effect, and no extension of the Commitments pursuant to this subsection (b) 5 days before the applicable Anniversary Date, and consents to the Extension Request at the time it becomes a Bank, such consent shall be legally binding on any party hereto unless and until such effective retroactively as of the Extension Agreement is so executed and delivered. The Company and the Borrower may decline to execute and deliver such Extension Agreement if any Bank has rejected the Company's proposal to extend its Commitment or has failed to execute and deliver such Extension Agreement, and will promptly notify the Agent and the Banks if it so declinesConfirmation Date.

Extension of Commitments. (i) The Commitments may be extended extended, if at the time no Event of Default has occurred and is continuing, in the manner and amount set forth in this subsection (bh), for a period of 364 days measured from the Termination Date then in effect. If the Company Borrower wishes to request an extension of each Bank's Commitment, it shall give notice to that effect to the Agent not less than 45 days and not more than 60 55 days prior to the Termination Date then in effect, whereupon the Agent shall promptly notify each of the Banks of such request. Each Bank will use its best efforts to respond to such request, whether affirmatively or negatively, as it may elect in its discretion, within 30 days of such notice request to the Agent, but in any event no earlier than 30 days prior to the Termination Date then in effect. If any Bank shall not have responded affirmatively within such 30-day period, such Bank shall be deemed to have rejected the CompanyBorrower's proposal to extend its Commitment, and only the Commitments of those Banks which have responded affirmatively shall be extended, subject to receipt by the Agent of counterparts of an Extension Agreement in substantially the form of Exhibit H M hereto (the "EXTENSION AGREEMENT") duly completed and signed by the Borrower, the CompanyGuarantor, the Agent and all of the Banks which have responded affirmatively. The Agent shall provide to the CompanyBorrower, no later than 10 days prior to the Termination Date then in effect, a list of the Banks which have responded affirmatively. The Extension Agreement shall be executed and delivered no later than five days prior to the Termination Date then in effect, and no extension of the Commitments pursuant to this subsection (bh) shall be legally binding on any party hereto unless and until such Extension Agreement is so executed and delivered. The Company and delivered by Banks having at least 662/3% of the Borrower may decline to execute and deliver such Extension Agreement if aggregate amount of the Commitments. (ii) If any Bank has rejected rejects, or is deemed to have rejected, the CompanyBorrower's proposal to extend its Commitment, (A) this Agreement shall terminate on the Termination Date with respect to such Bank, (B) the Borrower shall pay to such Bank on the Termination Date any amounts due and payable to such Bank on such date and (C) the Borrower may, if it so elects, designate a Person not theretofore a Bank and acceptable to the Agent to become a Bank, or agree with an existing Bank that such Bank's Commitment shall be increased, PROVIDED that the aggregate amount of the Commitments following any designation or has failed agreement may not exceed the aggregate amount of the Commitments on the date hereof. Upon execution and delivery by the Borrower and such replacement Bank or other Person of an instrument of assumption in form and amount satisfactory to execute the Agent and deliver execution and delivery of the Extension Agreement pursuant to subsection (h)(i), such Extension Agreement, existing Bank shall have a Commitment as therein set forth or such other Person shall become a Bank with a Commitment as therein set forth and will all the rights and obligations of a Bank with such a Commitment hereunder. (iii) The Agent shall promptly notify the Agent and Banks of the Banks if it so declineseffectiveness of each extension of the Commitments pursuant to this subsection (h).

Extension of Commitments. The Commitments Commitment Termination Date may be extended from time to time in the manner and amount set forth in this subsection (bc), in each case for a period of up to 364 days measured from the Termination Date then in effectdate on which Banks having 51% of the Commitments shall have notified the Agent of their agreement so to extend. If the Company Borrower wishes to request an extension of each Bank's Commitmentthe Commitment Termination Date, it shall give written notice to that effect (such notice to state the date to which the Commitment Termination Date then in effect is requested to be extended, subject to the provisions of the preceding sentence) to the Agent not less than 45 days and not 60 nor more than 60 90 days prior to the Commitment Termination Date then in effect, whereupon the Agent shall promptly notify each of the Banks of such requestrequest and send a copy of the Extension Agreement referred to below to each Bank. Each Bank will use its best efforts to respond to such request, whether affirmatively or negatively, as it may elect in its discretion, within 30 days of such notice to the Agent. If , provided, that any Bank shall not have responded affirmatively which fails to respond to such request within 30 days of such 30-day period, such Bank notice shall be deemed to have rejected responded negatively. If less than all Banks respond affirmatively to such request within 30 days, then the Company's proposal Borrower may request the Banks that do not elect to extend its Commitmentthe Commitment Termination Date to assign their Commitments in their entirety, and only no later than 15 days prior to the Commitment Termination Date then in effect, to one or more Assignees pursuant to Section 9.06(c) which Assignees will agree to extend the Commitment Termination Date. If Banks having at least 51% of the Commitments of those Banks which have responded affirmatively shall be extended(including such Assignees and excluding their respective transferor Banks) respond affirmatively, then, subject to receipt by the Agent of counterparts of an Extension Agreement in substantially the form of Exhibit H I hereto duly completed and signed by the Borrower, the Company, the Agent and all of the Banks which have responded affirmativelyparties thereto, the Commitment Termination Date shall be extended for the period specified above. The Agent Commitment of any Bank that elects not to extend the Commitment Termination Date shall provide to terminate on the Company, no later than 10 days Commitment Termination Date in effect immediately prior to the Termination Date then in effect, a list of the Banks which have responded affirmatively. The Extension Agreement shall be executed and delivered no later than five days prior giving effect to the Termination Date then in effect, and no extension of the Commitments pursuant to this subsection (b) shall be legally binding on any party hereto unless and until such Extension Agreement is so executed and delivered. The Company and the Borrower may decline to execute and deliver such Extension Agreement if any Bank has rejected the Company's proposal to extend its Commitment or has failed to execute and deliver such Extension Agreement, and will promptly notify the Agent and the Banks if it so declinesextension.

Extension of Commitments. The Commitments may be extended in the manner and amount set forth in this subsection (b), for a period of 364 days measured from the Termination Date then in effect. If the Company wishes to request a) Upon prior written notice (an extension of each Bank's Commitment, it shall give notice to that effect “Extension Notice”) to the General Administrative Agent delivered not less than 45 60 days and not nor more than 60 90 days prior to the first anniversary of the Closing Date, the Company may request that the Lenders agree to extend the Termination Date then to a date no later than 12 months after the Initial Termination Date, as specified in effectsuch Extension Notice (the “Extension Period”), whereupon provided, that (i) no Default or Event of Default shall have occurred and be continuing on the date of the Extension Notice or the Initial Termination Date and (ii) the representations and warranties set forth in Section 7 shall be true and correct in all material respects as if made on the date of such Extension Notice and the Initial Termination Date, and (iii) the General Administrative Agent shall have received a certificate, dated the Initial Termination Date and signed by a Responsible Officer of each Borrower, confirming compliance with the conditions precedent set forth in clauses (i) and (ii) of this paragraph (a). (b) The effectiveness of any Extension Period shall require the prior written consent of each Lender and each Administrative Agent. The General Administrative Agent shall promptly notify each furnish a copy of the Banks Extension Notice to each Lender, and shall request that each Lender either agree to such extension or not agree thereto (solely within the discretion of such request. Each Bank will use its best efforts to respond to such request, whether affirmatively or negatively, as it may elect in its discretion, Lender) within 30 days of delivery to such notice to Lender of the AgentExtension Notice. If any Bank Any Lender that shall not have responded affirmatively agreed to such extension request within such 30-day period, such Bank time period shall be deemed to have rejected the Company's proposal to extend its Commitment, and only the Commitments of those Banks which such request. Any Lender that shall have responded affirmatively rejected such request (or that shall be extended, subject deemed to receipt by the Agent of counterparts of an Extension Agreement in substantially the form of Exhibit H hereto duly completed and signed by the Borrower, the Company, the Agent and all of the Banks which have responded affirmatively. The Agent shall provide to the Company, no later than 10 days prior to the Termination Date then in effect, a list of the Banks which have responded affirmatively. The Extension Agreement shall be executed and delivered no later than five days prior to the Termination Date then in effect, and no extension of the Commitments pursuant to this subsection (brejected such request) shall be legally binding on any party hereto unless and until such Extension Agreement is so executed and delivered. The Company and subject to the Borrower may decline to execute and deliver such Extension Agreement if any Bank has rejected the Company's proposal to extend its Commitment or has failed to execute and deliver such Extension Agreement, and will promptly notify the Agent and the Banks if it so declinesmandatory assignment provisions of subsection 6.16(b).

Extension of Commitments. The Commitments Termination Date may be extended from time to time in the manner and amount set forth in this subsection (b), in each case for a period of up to 364 days measured from the Termination Date then in effectdate on which Banks having 100% of the Commitments shall have notified the Agent of their agreement so to extend. If the Company Borrower wishes to request an extension of each Bank's Commitmentthe Termination Date, it shall give written notice to that effect (such notice to state the date to which the Termination Date then in effect is requested to be extended, subject to the provisions of the preceding sentence) to the Agent not less than 45 days and not 60 nor more than 60 90 days prior to the Termination Date then in effect, whereupon the Agent shall promptly notify each of the Banks of such requestrequest and send a copy of the Extension Agreement referred to below to each Bank. Each Bank will use its best efforts to respond to such request, whether affirmatively or negatively, as it may elect in its discretion, within 30 days of such notice to the Agent. If any Bank shall less than all Banks respond affirmatively to such request within 30 days, then the Borrower may request the Banks that do not have responded affirmatively within such 30-day period, such Bank shall be deemed to have rejected the Company's proposal elect to extend its Commitmentthe Termination Date to assign their Commitments in their entirety, no later than 15 days prior to the Termination Date then in effect, to one or more Assignees pursuant to Section 9.06(c) which Assignees will agree to extend the Termination Date. If all Banks (including such Assignees and only the Commitments of those Banks which have responded affirmatively shall be extendedexcluding their respective transferor Banks) respond affirmatively, then, subject to receipt by the Agent of counterparts of an Extension Agreement in substantially the form of Exhibit H I hereto duly completed and signed by the Borrower, the Company, the Agent and all of the Banks which have responded affirmatively. The Agent shall provide to the Companyparties thereto, no later than 10 days prior to the Termination Date then in effect, a list of the Banks which have responded affirmatively. The Extension Agreement shall be executed and delivered no later than five days prior to extended for the Termination Date then in effect, and no extension of the Commitments pursuant to this subsection (b) shall be legally binding on any party hereto unless and until such Extension Agreement is so executed and delivered. The Company and the Borrower may decline to execute and deliver such Extension Agreement if any Bank has rejected the Company's proposal to extend its Commitment or has failed to execute and deliver such Extension Agreement, and will promptly notify the Agent and the Banks if it so declinesperiod specified above.

Extension of Commitments. The Commitments may be extended extended, if at the time no Potential Event of Default or Event of Default has occurred and is continuing, in the manner and amount set forth in this subsection (bSection 2.01(d), for a period of 364 days one year measured from the Termination Date then in effect. If the Company wishes to request an extension of each Bank's Commitment, it shall give notice to that effect to the Administrative Agent not less than 45 days and not more than 60 55 days prior to each anniversary of the Termination Effective Date then in effect(each such anniversary, an "Anniversary Date"), whereupon the Administrative Agent shall promptly notify each of the Banks of such request. Each Bank will use its best efforts to respond to such request, whether affirmatively or negatively, as it may elect in its sole discretion, within 30 days of such notice request to the Administrative Agent, but in any event no earlier than 30 days prior to such Anniversary Date. If any Bank shall not have responded affirmatively within such 30-day period, such Bank shall be deemed to have rejected the Company's proposal to extend its Commitment, and only the Commitments of those Banks which have responded affirmatively shall be extended, subject to receipt by the Administrative Agent of counterparts of an Extension Agreement in substantially the form of Exhibit H hereto (the "Extension Agreement") duly completed and signed by the Borrower, the Company, the Administrative Agent and all of the Banks which have responded affirmatively. The Agent shall provide to the Company, no later than 10 days prior to the Termination Date then in effect, a list of the Banks which have responded affirmatively. The Extension Agreement shall be executed and delivered no later than five days prior to the Termination Date then in effect, and no No extension of the Commitments pursuant to this subsection (bSection 2.01(d) shall be legally binding on any party hereto unless and until such Extension Agreement is so executed and delivered. The Company and delivered by Banks having at least 662/3% of the Borrower may decline to execute and deliver such Extension Agreement if aggregate amount of the Commitments. (i) If any Bank has rejected rejects, or is deemed to have rejected, the CompanyBorrower's proposal to extend its Commitment, this Agreement shall terminate on the Termination Date with respect to such Bank, the Borrower shall pay to such Bank on the Termination Date any amounts due and payable to such Bank on such date and the Borrower may, if it so elects, designate a Person not theretofore a Bank and acceptable to the Administrative Agent to become a Bank, or agree with an existing Bank that such Bank's Commitment shall be increased, provided that the aggregate amount of the Commitments following any designation or has failed agreement may not exceed the aggregate amount of the Commitments on the date hereof. Upon execution and delivery by the Borrower and such replacement Bank or other Person of an instrument of assumption in form and amount satisfactory to execute the Administrative Agent and deliver execution and delivery of the Extension Agreement pursuant to Section 2.01(d)(i), such Extension Agreement, existing Bank shall have a Commitment as therein set forth or such other Person shall become a Bank with a Commitment as therein set forth and will all the rights and obligations of a Bank with such a Commitment hereunder. (ii) The Administrative Agent shall promptly notify the Agent and Banks of the Banks if it so declineseffectiveness of each extension of the Commitments pursuant to this Section 2.01(d).

Extension of Commitments. The Commitments may be extended in Borrower may, upon not less than 30 days but no earlier than 60 days notice prior to the manner and amount set forth in this subsection first and/or second anniversary of the Effective Date to the Servicing Agent (bwhich shall notify each Bank of receipt of such request), propose to extend the then-current Termination Date for a each Bank for an additional one-year period of 364 days measured from the then-current Termination Date then in effect. If the Company wishes to request an extension of each effect for such Bank's Commitment, it shall give notice to that effect to the Agent not less than 45 days and not more than 60 days prior to the Termination Date then in effect, whereupon the Agent shall promptly notify each of the Banks of such request. Each Bank will use its best efforts shall endeavor to respond to such request, whether affirmatively or negatively, as it may elect negatively (such determination in its discretion, within 30 days the sole discretion of such Bank), by notice to the Agent. If any Bank shall Borrower and the Servicing Agent not have responded affirmatively within such 30-day period, later than 20 days after such Bank shall be deemed is in receipt of such request. Subject to have rejected the Company's proposal to extend its Commitment, and only the Commitments of those Banks which have responded affirmatively shall be extended, subject to receipt execution by the Agent Borrower, the Administrative Agents and such Banks of counterparts of an a duly completed Extension Agreement in substantially the form of Exhibit H hereto duly completed and signed by the BorrowerF, the Company, the Agent and all of the Banks which have responded affirmatively. The Agent shall provide to the Company, no later than 10 days prior to the Termination Date then in effect, a list applicable to the Commitment of each Bank so affirmatively notifying the Banks which have responded affirmatively. The Extension Agreement Borrower and the Servicing Agent shall be executed and delivered no later than five days prior to extended for the period specified above; provided that the Termination Date then shall not be extended unless Banks having more than 50% in effect, and no extension aggregate amount of the Commitments pursuant in effect at the time any such extension is requested shall have elected so to this subsection extend their Commitments. Any Bank which does not give such notice (ba “Non-Extending Bank”) to the Borrower and the Servicing Agent shall be legally binding deemed to have elected not to extend as requested, and the Commitment of each Non-Extending Bank shall terminate on, and each of its outstanding Loans shall mature on any party hereto unless and until a date no later than, the Termination Date determined without giving effect to such Extension Agreement is so executed and deliveredrequested extension. The Company and Borrower shall have the Borrower right, with the assistance of the Administrative Agents, to seek a mutually satisfactory substitute bank or banks or other financial institution (which may decline be, but need not be, an extending Bank) to execute and deliver such Extension Agreement if any Bank has rejected the Company's proposal to extend its Commitment or has failed to execute and deliver such Extension Agreement, and will promptly notify the Agent and the Banks if it so declinesreplace a Non-Extending Bank.

Extension of Commitments. 1) The Commitments may be extended extended, if at the time no Potential Event of Default or Event of Default has occurred and is continuing, in the manner and amount set forth in this subsection (bSection 2.01(d), for a period of 364 days one year measured from the Termination Date then in effect. If the Company wishes to request an extension of each Bank's Commitment, it shall give notice to that effect to the Administrative Agent not less than 45 days and not more than 60 55 days prior to the Termination Date then in effect, whereupon the Administrative Agent shall promptly notify each of the Banks of such request. Each Bank will use its best efforts to respond to such request, whether affirmatively or negatively, as it may elect in its sole discretion, within 30 days of such notice request to the Administrative Agent, but in any event no earlier than 30 days prior to the Termination Date then in effect. If any Bank shall not have responded affirmatively within such 30-day period, such Bank shall be deemed to have rejected the Company's proposal to extend its Commitment, and only the Commitments of those Banks which have responded affirmatively shall be extended, subject to receipt by the Administrative Agent of counterparts of an Extension Agreement in substantially the form of Exhibit H hereto (the "Extension Agreement") duly completed and signed by the Borrower, the Company, the Administrative Agent and all of the Banks which have responded affirmatively. The Agent shall provide to the Company, no later than 10 days prior to the Termination Date then in effect, a list of the Banks which have responded affirmatively. The Extension Agreement shall be executed and delivered no later than five days prior to the Termination Date then in effect, and no No extension of the Commitments pursuant to this subsection (bSection 2.01(d) shall be legally binding on any party hereto unless and until such Extension Agreement is so executed and delivered. The Company and delivered by Banks having at least 66 2/3% of the Borrower may decline to execute and deliver such Extension Agreement if any Bank has rejected aggregate amount of the Company's proposal to extend its Commitment or has failed to execute and deliver such Extension Agreement, and will promptly notify the Agent and the Banks if it so declinesCommitments.

Extension of Commitments. The Commitments may be extended in (a) During the manner and amount set forth in this subsection (b), for a period of 364 days measured from the Termination Date then in effect. If the Company wishes to request an extension of each Bank's Commitment, it shall give notice to date that effect to the Agent not less than 45 days and not more than is 60 days prior to the then effective Stated Termination Date to the date that is 45 days prior to the then Stated Termination Date, the Company may, by written notice (an “Extension Request”) given to the Agent, request that the Stated Termination Date be extended. Each such Extension Request shall contemplate an extension of the Stated Termination Date to a date that is not later than 364 days after the date of issuance of the Extension Confirmation Notice. (b) The Agent shall promptly advise each Bank of its receipt of any Extension Request. Each Bank may, in its sole discretion, consent to a requested extension by giving written notice thereof to the Agent by not later than the Business Day (the “Extension Confirmation Date”) immediately preceding the date that is 20 days prior to the then effective Stated Termination Date. Failure on the part of any Bank to respond to an Extension Request by the applicable Extension Confirmation Date shall be deemed to be a denial of such request by such Bank. If the Commitments of the Banks agreeing to an Extension Request (including the Commitment of any Bank substituted for a non-extending Bank pursuant to Section 2.18(y)) equal or exceed 50% of the Commitments at the time of the issuance of any Extension Request, such request shall be granted with respect to each consenting Bank. Promptly following the opening of business on the first Business Day following the applicable Extension Confirmation Date, the Agent shall notify the Company in writing as to whether the requested extension has been granted (such written notice being an “Extension Confirmation Notice”) and, if granted, such extension shall become effective upon the issuance of such Extension Confirmation Notice. The Agent shall promptly thereafter provide a copy of such Extension Confirmation Notice to each Bank. If such extension is not granted, the Agent shall give the Company notice of the identity of any non-consenting Banks. If the Company replaces one or more non-consenting Banks pursuant to the provisions of Section 2.18, and any such replacement Bank becomes a Bank on or before the earlier of (i) fifteen (15) days after the Extension Confirmation Date and (ii) five (5) Business Days before the Earlier Termination Date, and consents to the Extension Request at the time it becomes a Bank, such consent shall be effective retroactively as of the Extension Confirmation Date. (c) Each Extension Confirmation Notice shall, if applicable, specify therein the date to which the Stated Termination Date is to be extended in respect of each of the consenting Banks (such date being referred to herein as the “Extended Termination Date”). The Stated Termination Date with respect to (i) any Banks which shall have denied such requested extension in writing, or which shall have failed to respond to the applicable Extension Request, and (ii) all Banks, in the event that fewer than the minimum number of Banks specified above shall consent in writing to such Extension Request, shall continue to be the then existing Stated Termination Date (the “Earlier Termination Date”). The Stated Termination Date with respect to those Banks which shall have consented to the applicable Extension Request, in the event that the requisite number of Banks specified above shall consent in writing to such Extension Request, shall continue to be the Earlier Termination Date until the end of the day immediately preceding the Stated Termination Date then in effecteffect at which time the Stated Termination Date then in effect shall become the Extended Termination Date provided for in such Extension Confirmation Notice. In no event shall the term of this Agreement, whereupon the Agent shall promptly notify each after giving effect to any extension of the Banks Stated Termination Date at any time, exceed a period of such request. Each Bank will use its best efforts to respond to such request, whether affirmatively or negatively, as it may elect in its discretion, within 30 days of such notice to the Agent. 364 days. (d) If any Bank shall not have responded affirmatively within such 30-day period, such Bank shall be deemed to have rejected the Company's proposal to extend its Commitment, and only the Commitments of those Banks which have responded affirmatively shall be extended, subject to receipt by the Agent of counterparts of an Extension Agreement in substantially the form of Exhibit H hereto duly completed and signed by the Borrower, the Company, the Agent and fewer than all of the Banks which agree to any extension of the Stated Termination Date that shall have responded affirmatively. The Agent shall provide become effective in accordance with this Section 2.19, (i) no Advance made or to the Company, no later than 10 days be made prior to the Earlier Termination Date then in effect, a list of shall have an Interest Period which ends after the Banks which have responded affirmatively. The Extension Agreement shall be executed and delivered no later than five days prior to the Earlier Termination Date then in effectand (ii) the Commitment of each Bank that shall not have consented to such extension shall terminate on the Earlier Termination Date, and such Bank shall have no extension further obligation hereunder other than in respect of obligations expressly contemplated herein to survive the Commitments pursuant to termination of this subsection (b) shall be legally binding on any party hereto unless and until such Extension Agreement is so executed and delivered. The Company and the Borrower may decline to execute and deliver such Extension Agreement if any Bank has rejected the Company's proposal to extend its Commitment or has failed to execute and deliver such Extension Agreement, and will promptly notify the Agent and the Banks if it so declines.

Extension of Commitments. (a) The Commitments may be extended in Sponsor may, by written notice to the manner and amount set forth in this subsection Servicer (bwhich shall promptly deliver a copy to each of the Participants), for a period of 364 days measured from the Termination Date then in effect. If the Company wishes to request an extension of each Bank's Commitment, it shall give notice to that effect to the Agent not less than 45 days and given not more than 60 sixty (60) days prior to any anniversary of the date of this Agreement while the Facility Commitment is effect, request that the Participants extend the then scheduled Facility Commitment Termination Date then in effect(the “Existing Date”) for an additional 364‑day period. Each Participant shall, whereupon by notice to the Agent shall promptly notify each of Sponsor and the Banks Servicer given within fifteen (15) Business Days after receipt of such request. Each Bank , advise the Sponsor and the Servicer whether or not such Participant consents to the extension request (and any Participant which does not respond during such 15-day period shall be deemed to have advised the Sponsor and the Servicer that it will use its best efforts to respond not agree to such requestextension). (b) In the event that, whether affirmatively or negativelyon the 15th Business Day after receipt of the notice delivered pursuant to clause (a) above, all of the Participants shall have agreed to extend their respective Participating Commitments, the Facility Commitment Termination Date shall be deemed to have been extended, effective as it may elect in its discretionof the Existing Date, within 30 to the date which is 364 days thereafter. (c) In the event that, on the 15th Business Day after receipt of the notice delivered pursuant to clause (a) above, all of the Participants shall not have agreed to extend their respective Participating Commitments, the Sponsor and the Servicer shall notify the consenting Participants (“Consenting Participants”) of the aggregate Participating Commitment Amounts of the non-extending Participants (“Non-Consenting Participants”) and such Consenting Participants shall, by notice to the Agent. If Sponsor and the Servicer given within ten (10) Business Days after receipt of such notice, advise the Servicer and Sponsor whether or not such Participant wishes to purchase all or a portion of the Participating Commitments of the Non-Consenting Participants (and any Bank shall Participant which does not have responded affirmatively within respond during such 3010-day period, such Bank Business Day period shall be deemed to have rejected such offer). In the Company's proposal event that more than one Consenting Participant agrees to extend its Commitmentpurchase all or a portion of such Participating Commitments, the Sponsor and only the Servicer shall allocate such Participating Commitments among such Consenting Participants so as to preserve, to the extent possible, the relative pro rata shares of the Consenting Participants of the Participating Commitments prior to such extension request. If Consenting Participants do not elect to assume all of the Participating Commitments of those Banks which the Non-Consenting Participants, the Sponsor shall have responded affirmatively shall be extendedthe right, subject to receipt the terms and conditions of Section 15.6, to arrange for one or more financial institutions (any such financial institution being called a “New Participant”) to purchase the Participating Commitment of any Non-Consenting Participant. Each Non-Consenting Participant shall assign its Participating Commitment and its Participant’s Interest outstanding hereunder to the Consenting Participant or New Participant purchasing such Participating Commitment in accordance with Section 15.6, in return for payment in full of all principal, interest and other amounts owing to such Non‑Consenting Participant hereunder, on or before the Existing Date and, as of the effective date of such assignment, shall no longer be a party hereto; provided that each New Participant shall be subject to the approval of the Servicer (which approval shall not be unreasonably withheld). If (and only if) Participants (including New Participants) holding Participating Commitments representing at least an amount equal to the greater of (x) the sum of the US Dollar Equivalent of all outstanding Loan Commitments and (y) 66 2/3 % of the aggregate Participating Commitments on the date of such extension request shall have agreed to such extension by the Agent Existing Date (the “Continuing Participants”), then (i) the Facility Commitment Termination Date shall be extended for an additional 364-day period and (ii) the Participating Commitment of counterparts any Non-Consenting Participant which has not been assigned to a Consenting Participant or a New Participant shall terminate (with the result that the amount of an Extension Agreement in substantially the form of Exhibit H hereto duly completed and signed Facility Commitment shall be decreased proportionately by the Borroweramount of such Participating Commitment), the Company, the Agent and all of the Banks which have responded affirmatively. The Agent shall provide amounts owing to the Companysuch Non-Consenting Participant, no later than 10 days prior together with all interest accrued thereon and all other amounts owed to the Termination Date then in effectsuch Non-Consenting Participant hereunder, a list of the Banks which have responded affirmatively. The Extension Agreement shall be executed due and delivered no later than five days prior payable to such Non-Consenting Participant on the Termination Existing Date then in effect, and no applicable to such Participant without giving effect to any extension of the Commitments pursuant to this subsection (b) shall be legally binding on any party hereto unless and until such Extension Agreement is so executed and delivered. The Company and the Borrower may decline to execute and deliver such Extension Agreement if any Bank has rejected the Company's proposal to extend its Facility Commitment or has failed to execute and deliver such Extension Agreement, and will promptly notify the Agent and the Banks if it so declinesTermination Date.

Extension of Commitments. The Commitments may be extended in On no more than five separate occasions, the manner and amount set forth in this subsection Borrower may, upon not less than 45 days but no earlier than 60 days notice prior to the then current Commitment Termination Dates to the Administrative Agent (bwhich shall notify each Bank of receipt of such request), propose to extend the Revolving Credit Periods for a period of an additional 364 days measured from the Commitment Termination Date Dates then in effect. If the Company wishes to request an extension of each Bank's Commitment, it shall give notice to that effect to the Agent not less than 45 days and not more than 60 days prior to the Termination Date then in effect, whereupon the Agent shall promptly notify each of the Banks of such request. Each Bank will use its best efforts shall endeavor to respond to such request, whether affirmatively or negatively, as it may elect negatively (such determination in its discretion, within 30 days the sole discretion of such Bank), by notice to the AgentBorrower and the Administrative Agent not more than 45 days nor less than 30 days prior to such Bank's Commitment Termination Date. If any Bank shall not have responded affirmatively within such 30-day period, such Bank shall be deemed Subject to have rejected the Company's proposal to extend its Commitment, and only the Commitments of those Banks which have responded affirmatively shall be extended, subject to receipt execution by the Borrower, the Administrative Agent and such Banks of counterparts of an a duly completed Extension Agreement in substantially the form of Exhibit H hereto duly completed and signed by the BorrowerH, the Company, Commitment Termination Date applicable to the Agent Commitment of each Bank so affirmatively notifying the Borrower and all of the Banks which have responded affirmatively. The Administrative Agent shall provide to be extended for the Company, period specified above; PROVIDED that no later than 10 days prior to the Commitment Termination Date then in effect, a list of the Banks which have responded affirmatively. The Extension Agreement any Bank shall be executed and delivered no later than five days prior to the Termination Date then extended unless Banks having at least 66 2/3% in effect, and no extension aggregate amount of the Commitments pursuant in effect at the time any such extension is requested shall have elected so to this subsection (b) extend their Commitments. Any Bank which does not give such notice to the Borrower and the Administrative Agent shall be legally binding deemed to have elected not to extend as requested, and the Commitment of each non-extending Bank shall terminate on any party hereto unless and until its Commitment Termination Date determined without giving effect to such Extension Agreement is so executed and deliveredrequested extension. The Company and the Borrower may, in accordance with Section 8.06, designate another bank or other financial institution (which may decline be, but need not be, an extending Bank) to execute and deliver such Extension Agreement if any Bank has rejected the Company's proposal to extend its Commitment or has failed to execute and deliver such Extension Agreement, and will promptly notify the Agent and the Banks if it so declinesreplace a non-extending Bank.

Extension of Commitments. (a) The Commitments Borrower may be extended in request by notice (an “Extension Request Notice”) to the manner and amount set forth in this subsection Administrative Agent (bwhich shall promptly notify the Lenders), for a given during any period of 364 days measured from beginning on (and including) the Termination Date then in effect. If the Company wishes to request an extension of each Bank's Commitment, it shall give notice to day that effect to the Agent not less than 45 days and not more than is 60 days prior to the Termination Date then in effect, whereupon the Agent shall promptly notify each an anniversary of the Banks Closing Date and ending on (and including) the day that is 45 days prior to such anniversary, but in no event later than 30 days prior to the latest Stated Maturity Date for any Lender, that the Lenders extend their respective Commitments for an additional year; provided that the Borrower may effectuate an extension pursuant to this Section 2.15 only two times; provided further that the Borrower agrees that, if a Default or Event of such request. Each Bank will use its best efforts to respond to Default has occurred and is continuing on the date of any such request, whether affirmatively such request shall be accompanied by a statement of a Responsible Officer of the Borrower stating that a Default or negativelyEvent of Default has occurred and is continuing on such date. If a Lender agrees, as it may elect in its sole and absolute discretion, within 30 days of such notice to the Agent. If any Bank shall not have responded affirmatively within such 30-day period, such Bank shall be deemed to have rejected the Company's proposal so to extend its Commitment, it will give notice to the Administrative Agent of its decision to do so within the ten day period following the date of such Extension Request Notice. Promptly following expiration of such ten day period, the Administrative Agent will notify the Borrower and only the Commitments Lenders of those Banks the Lenders from which have responded affirmatively it has received such a notice agreeing so to renew (“Extending Lenders”). Any failure by a Lender so to notify the Administrative Agent shall be extended, subject deemed to receipt be a decision by the Agent of counterparts of an Extension Agreement in substantially the form of Exhibit H hereto duly completed and signed by the Borrower, the Company, the Agent and all of the Banks which have responded affirmatively. The Agent shall provide to the Company, no later than 10 days prior to the Termination Date then in effect, a list of the Banks which have responded affirmatively. The Extension Agreement shall be executed and delivered no later than five days prior to the Termination Date then in effect, and no extension of the Commitments pursuant to this subsection (b) shall be legally binding on any party hereto unless and until such Extension Agreement is so executed and delivered. The Company and the Borrower may decline to execute and deliver such Extension Agreement if any Bank has rejected the Company's proposal Lender not to extend its Commitment (each a “Non-Extending Lender”). (b) If all Lenders elect so to extend their respective Commitments, the Stated Maturity Date for each Lender shall automatically become the date that is one year following the Stated Maturity Date for such Lender as in effect immediately prior to such extension. (c) The Borrower shall have the right, on or has failed before the anniversary of the Effective Date in respect of which an Extension Request Notice is given, to execute and deliver such Extension Agreementreplace each Non-Extending Lender with, and will promptly notify add as “Lenders” under this Agreement in place thereof, one or more Eligible Assignees (each, an “Additional Commitment Lender”) as provided in Section 10.06, each of which Additional Commitment Lenders shall have entered into an Assignment and Acceptance pursuant to which such Additional Commitment Lender shall, effective as of such anniversary, undertake a Commitment (and, if any such Additional Commitment Lender is already a Lender, its Commitment shall be in addition to any other Commitment of such Lender hereunder on such date). (d) If the Agent Commitments of the Extending Lenders and the Banks if Additional Commitment Lenders aggregate 50% or less of the Aggregate Commitments, none of the Commitments (including the Commitment of any Extending Lender) will be extended, and the Stated Maturity Date for each Lender shall remain unchanged. (e) If the Commitments of the Extending Lenders and the Additional Commitment Lenders aggregate greater than 50% and less than 100% of the Aggregate Commitments, (i) the Stated Maturity Date for each Lender that is an Extending Lender or an Additional Commitment Lender shall automatically become the date that is one year following the Stated Maturity Date for such Lender (or in the case of an Additional Commitment Lender that was not already a Lender, one year following the Stated Maturity Date of the Lender it so declinesreplaced) as in effect immediately prior to such extension, (ii) the Stated Maturity Date for each Lender that is a Non-Extending Lender shall remain unchanged and (iii) each Additional Commitment Lender shall thereupon become a “Lender” for all purposes of this Agreement with a Commitment as contemplated by Section 2.15(c). (f) The election by any Lender to extend at any time shall not obligate such Lender to extend at any other time, it being agreed that each election of any Lender to extend or not extend shall be made by such Lender in its sole and absolute discretion and that such discretion shall not be limited by any prior election to extend. (g) The Borrower agrees to deliver to the Administrative Agent on each date that any extension pursuant to this Section 2.15 becomes effective a certificate of an officer of the Borrower to the effect that on such date the Borrower has satisfied all conditions that would be required pursuant to Article IV for a Revolving Borrowing on such date (other than the giving of a Revolving Loan Notice).

Extension of Commitments. The Commitments Commitment Termination Date may be extended from time to time in the manner and amount set forth in this subsection (bc), in each case for a period of up to 364 days measured from the Termination Date then date on which the Commitments would otherwise have terminated in effectfull, if the Banks having at least 51% of the Commitments shall have notified the Administrative Agent of their agreement so to extend. If the Company Borrower wishes to request an extension of each Bank's Commitmentthe Commitment Termination Date, it shall give written notice to that effect to the Agent not less than 45 days and not 60 nor more than 60 90 days prior to the Commitment Termination Date then in effect(such notice to state the date to which the Commitment Termination Date is requested to be extended, subject to the provisions of the preceding sentence) to the Administrative Agent whereupon the Administrative Agent shall promptly notify each of the Banks of such requestrequest and send a copy of the Extension Agreement referred to below to each Bank. Each Bank will use its best efforts to respond to such request, whether affirmatively or negatively, as it may elect in its discretion, within 30 days of such notice to by the Administrative Agent. If ; provided that any Bank shall not have responded affirmatively which fails to respond to such request within 30 days of such 30-day period, such Bank notice shall be deemed to have rejected responded negatively. If less than all Banks respond affirmatively to such request within 30 days, then the Company's proposal Borrower may request each Bank that does not elect to extend the Commitment Termination Date (a “Non-Extending Bank”) to assign its CommitmentCommitment (and any outstanding Loans of such Bank related thereto), and only no later than 15 days prior to the Commitment Termination Date then in effect, to one or more Assignees pursuant to Section 9.06(c), which Assignees will agree to extend the Commitment Termination Date. If the Banks having at least 51% of the Commitments of those Banks which have responded affirmatively shall be extended(including such Assignees and excluding their respective transferor Banks) respond affirmatively, then, subject to receipt by the Administrative Agent of counterparts of an Extension Agreement in substantially the form of Exhibit H hereto duly completed and signed by all the Borrowerparties thereto, the Company, the Agent and all of the Banks which have responded affirmatively. The Agent shall provide to the Company, no later than 10 days prior to the Commitment Termination Date then in effect, a list of shall be extended for the Banks which have responded affirmatively. The period specified above; provided that the Extension Agreement shall be executed and delivered no later earlier than five 20 days prior to the Commitment Termination Date then in effect, and no extension of the Commitments pursuant to this subsection (bc) shall be legally binding on any party hereto hereto, unless and until such Extension Agreement is so executed and delivered. The Company and the Borrower may decline to execute and deliver such Extension Agreement if any Bank has rejected the Company's proposal to extend its Commitment or has failed to execute and deliver such Extension Agreement, and will promptly notify the Agent and the Banks if it so declines.

Extension of Commitments. The Commitments Termination Date may be extended one time in the manner and amount set forth in this subsection (b), for a period of 364 days measured up to one year from the Termination Date then in effectdate on which Banks having 100% of the Commitments shall have notified the Agent of their agreement so to extend. If the Company Borrower wishes to request an extension of each Bank's Commitmentthe Termination Date, it shall give written notice to that effect (such notice to state the date to which the Termination Date then in effect is requested to be extended, subject to the provisions of the preceding sentence) to the Agent not less than 45 days and not 60 nor more than 60 90 days prior to the Termination Date then in effect, whereupon the Agent shall promptly notify each of the Banks of such requestrequest and send a copy of the Extension Agreement referred to below to each Bank. Each Bank will use its best efforts to respond to such request, whether affirmatively or negatively, as it may elect in its discretion, within 30 days of such notice to the Agent. If any Bank shall less than all Banks respond affirmatively to such request within 30 days, then the Borrower may request the Banks that do not have responded affirmatively within such 30-day period, such Bank shall be deemed to have rejected the Company's proposal elect to extend its Commitmentthe Termination Date to assign their Commitments in their entirety, no later than 15 days prior to the Termination Date then in effect, to one or more Assignees pursuant to Section 9.06(c) which Assignees will agree to extend the Termination Date. If all Banks (including such Assignees and only the Commitments of those Banks which have responded affirmatively shall be extendedexcluding their respective transferor Banks) respond affirmatively, then, subject to receipt by the Agent of counterparts of an Extension Agreement in substantially the form of Exhibit H I hereto duly completed and signed by the Borrower, the Company, the Agent and all of the Banks which have responded affirmatively. The Agent shall provide to the Companyparties thereto, no later than 10 days prior to the Termination Date then in effect, a list of the Banks which have responded affirmatively. The Extension Agreement shall be executed and delivered no later than five days prior to extended for the Termination Date then in effect, and no extension of the Commitments pursuant to this subsection (b) shall be legally binding on any party hereto unless and until such Extension Agreement is so executed and delivered. The Company and the Borrower may decline to execute and deliver such Extension Agreement if any Bank has rejected the Company's proposal to extend its Commitment or has failed to execute and deliver such Extension Agreement, and will promptly notify the Agent and the Banks if it so declinesperiod specified above.

Extension of Commitments. The Commitments Expiration Date ----------- ------------------------ may be extended from time to time with the consent of the Administrative Agent and all Banks (other than Nonextending Banks whose Commitments have been terminated), each in the manner and amount set forth their sole discretion, as provided in this subsection (b)Section 3.3. Not later than July 1, 1998, and not later than each July 1 thereafter in respect of succeeding one-year extension periods provided for below, or such later date to which the Administrative Agent and the Majority Banks may consent in writing, MBIA may notify the Administrative Agent if MBIA desires to have the Expiration Date extended for a period of 364 days measured one year from the Termination Date date on which it is then in effectscheduled to occur. If The Administrative Agent shall promptly give the Company wishes Banks notice of its receipt of any such request and shall request each Bank to consent to such extension, unless the Administrative Agent has determined to withhold its consent to such extension. Such notice and request an extension of each Bank's Commitment, it shall give notice to that effect from the Administrative Agent to the Banks may be given by the Administrative Agent not less than 45 days subject to a reservation by the Administrative Agent of its right to withhold consent to such extension at a later date. Each Bank which elects to give its consent to such extension shall deliver such consent to the Administrative Agent and not more than 60 days MBIA prior to the Termination Date then in effect, whereupon later to occur of (a) 90 days following the Agent shall promptly notify each date of MBIA's request and (b) the July 1 of the Banks of year which is six years prior to then scheduled Expiration Date (or in each case such requestlater date to which the Administrative Agent and MBIA have consented). Each Any Bank will use which has not given its best efforts to respond to such request, whether affirmatively or negatively, as it may elect in its discretion, within 30 days of such notice to the Agent. If any Bank shall not have responded affirmatively consent within such 30-day period, such Bank period shall be deemed to have rejected the Company's proposal to extend its Commitmentbe a "Nonextending Bank", and only MBIA shall have the Commitments right at ----------------- any time thereafter to elect to terminate the Commitment of those Banks which have responded affirmatively shall be extendedsuch Nonextending Bank by not less than five Business Days' prior notice to such Nonextending Bank and the Administrative Agent unless, subject to receipt by the Agent of counterparts of an Extension Agreement in substantially the form of Exhibit H hereto duly completed and signed by the Borrower, the Company, the Agent and all of the Banks which have responded affirmatively. The Agent shall provide to the Company, no later than 10 days prior to the Termination Date then in effecteffectiveness of such termination, a list (i) any Loan has been made or (ii) any Default or Event of the Banks which have responded affirmativelyDefault has occurred and is continuing. The Extension Agreement Any such termination shall be executed and delivered no later than five days prior to effective on the Termination Date then date specified in effect, and no extension of the Commitments pursuant to this subsection (b) shall be legally binding on any party hereto unless and until such Extension Agreement is so executed and delivered. The Company and the Borrower may decline to execute and deliver such Extension Agreement if any Bank has rejected the Company's proposal to extend its Commitment or has failed to execute and deliver such Extension Agreement, and will promptly notify the Agent and the Banks if it so declinesnotice.

Extension of Commitments. (i) The Commitments may be extended in Company may, upon notice to the manner and amount set forth in this subsection (b)Administrative Agent not less than 60 days but no more than 90 days prior to any anniversary of the Effective Date, propose to extend the Commitment Termination Dates for a an additional one-year period of 364 days measured from the Commitment Termination Date Dates then in effect. If the Company wishes to request an extension of each Bank's Commitment, it shall give notice to that effect to the Agent not less than 45 days and not more than 60 days prior to the Termination Date then in effect, whereupon the The Administrative Agent shall promptly notify each of the Banks of receipt of such request. Each Bank will use its best efforts shall endeavor to respond to such request, whether affirmatively or negatively, as it may elect negatively (such determination in its discretion, within 30 days the sole discretion of such Bank), by notice to the AgentCompany and the Administrative Agent within 30 days. If any Bank shall not have responded affirmatively within such 30-day period, such Bank shall be deemed Subject to have rejected the Company's proposal to extend its Commitment, and only the Commitments of those Banks which have responded affirmatively shall be extended, subject to receipt execution by the Borrowers, the Administrative Agent and such Banks of counterparts of an a duly completed Extension Agreement in substantially the form of Exhibit H hereto duly completed and signed by the BorrowerE, the Company, Commitment Termination Date applicable to the Agent Commitment of each Bank so affirmatively notifying the Company and all of the Banks which have responded affirmatively. The Administrative Agent shall provide to be extended for the Company, period specified above; provided that no later than 10 days prior to the Commitment Termination Date then in effect, a list of the Banks which have responded affirmatively. The Extension Agreement any Bank shall be executed and delivered no later than five days prior extended unless Banks having Commitments in an aggregate amount equal to the Termination Date then at least 51% in effect, and no extension aggregate amount of the Commitments pursuant in effect at the time any such extension is requested shall have elected so to this subsection extend their Commitments. (bii) Any Bank which does not give such notice to the Company and the Administrative Agent shall be legally binding deemed to have elected not to extend as requested, and the Commitment of each non-extending Bank shall terminate on any party hereto unless and until its Commitment Termination Date determined without giving effect to such Extension Agreement is so executed and deliveredrequested extension. The Company may, in accordance with Section 8.06, designate another bank or other financial institution (which may be, but need not be, an extending Bank) to replace a non-extending Bank. On the date of termination of any Bank’s Commitment as contemplated by this paragraph, the respective participations of the other Banks in all outstanding Letters of Credit and Swingline Loans shall be redetermined on the basis of their respective Commitments after giving effect to such termination, and the Borrower may decline participation therein of the Bank whose Commitment is terminated shall terminate; provided that the Borrowers shall, if and to execute the extent necessary to permit such redetermination of participations in Letters of Credit and deliver Swingline Loans within the limits of the Commitments which are not terminated, prepay on such Extension Agreement if any Bank has rejected date all or a portion of the Company's proposal to extend its Commitment or has failed to execute and deliver such Extension Agreementoutstanding Revolving Credit Loans, and will promptly notify the Agent such redetermination and the Banks if it so declinestermination of participations in outstanding Letters of Credit and Swingline Loans shall be conditioned upon their having done so.