Common use of Extension of Commitments Clause in Contracts

Extension of Commitments. (a) At least 45 days but not more than 60 days prior to the first and/or second anniversaries of the Closing Date, the Borrower, by written notice to the Administrative Agent, may request an extension of the Termination Date in effect at such time by one year from its then scheduled expiration. The Administrative Agent shall promptly notify each Lender Party of such request, and each Lender Party shall in turn, in its sole discretion, not later than 30 days prior to the applicable anniversary date, notify the Borrower and the Administrative Agent in writing as to whether such Lender Party will consent to such extension. If any Lender Party shall fail to notify the Administrative Agent and the Borrower in writing of its consent to any such request for extension of the Termination Date at least 30 days prior to such anniversary date, such Lender Party shall be deemed to be a Non-Consenting Lender with respect to such request. The Administrative Agent shall notify the Borrower not later than 25 days prior to the applicable anniversary date of the decision of the Lender Parties regarding the Borrower’s request for an extension of the Termination Date. (b) If all the Lender Parties consent in writing to any such request in accordance with subsection (a) of this Section 2.16, the Termination Date in effect at such time shall, effective as at the Termination Date (the “Extension Date”), be extended for one year. If less than all of the Lender Parties consent in writing to any such request in accordance with subsection (a) of this Section 2.16, the Termination Date in effect at such time shall, effective as at the applicable Extension Date and subject to subsection (d) of this Section 2.16, be extended as to those Lender Parties that so consented (each a “Consenting Lender”) but shall not be extended as to any other Lender Party (each a “Non-Consenting Lender”). To the extent that the Termination Date is not extended as to any Lender Party pursuant to this Section 2.16 and the Commitment(s) of such Lender Party are not assumed in accordance with subsection (c) of this Section 2.16 on or prior to the applicable Extension Date, the Commitment(s) of such Non-Consenting Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the Borrower, such Lender Party or any other Person; provided that such Non-Consenting Lender’s rights under Sections 3.3, 3.4, 3.5, 3.6, 3.7, 11.3 and 11.4 and its obligations under Section 10.2, shall survive the Termination Date for such Lender Party as to matters occurring prior to such date. It is understood and agreed that no Lender Party shall have any obligation whatsoever to agree to any request made by the Borrower for any requested extension of the Termination Date. (c) If less than all of the Lender Parties consent to any such request pursuant to subsection (a) of this Section 2.16, the Borrower may arrange for one or more Consenting Lenders or other Person eligible to be an assignee of a Lender pursuant to Section 11.11.1 (an “Eligible Assignee”) to assume, effective as of the Extension Date, any Non-Consenting Lender’s Commitment(s) and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting Lender; provided, however, that: (i) any such Consenting Lender or Eligible Assignee shall have paid to such Non-Consenting Lender (A) the aggregate principal amount of, and any interest accrued and unpaid to the effective date of the assignment on, the outstanding Advances, if any, of such Non-Consenting Lender plus (B) any accrued but unpaid facility fees owing to such Non-Consenting Lender as of the effective date of such assignment; (ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non-Consenting Lender; and (iii) with respect to any such Eligible Assignee, the applicable processing and recordation fee required under Section 11.11.1 for such assignment shall have been paid; provided further that such Non-Consenting Lender’s rights under Sections 3.3, 3.4, 3.5, 3.6, 3.7, 11.3 and 11.4, and its obligations under Section 10.2, shall survive such substitution as to matters occurring prior to the date of substitution. At least three Business Days prior to any Extension Date, (A) each such Eligible Assignee, if any, shall have delivered to the Borrower and the Administrative Agent a Lender Assignment Agreement, duly executed by such Eligible Assignee, such Non-Consenting Lender, the Borrower and the Administrative Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Administrative Agent as to the increase in the amount of its Commitment and (C) each Non-Consenting Lender being replaced pursuant to this Section 2.16 shall have delivered to the Administrative Agent any Note or Notes held by such Non-Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Consenting Lender or Eligible Assignee, as of the Extension Date, will be substituted for such Non-Consenting Lender under this Agreement and shall be a Lender for all purposes of this Agreement, without any further acknowledgment by or the consent of the other Lenders, and the obligations of each such Non-Consenting Lender hereunder shall, by the provisions hereof, be released and discharged. (d) If (after giving effect to any assignments or assumptions pursuant to subsection (c) of this Section 2.16) Lenders having Revolving Credit Commitments equal to at least 50% of the Revolving Credit Commitments in effect immediately prior to the Extension Date consent in writing to a requested extension not later than one Business Day prior to such Extension Date, the Administrative Agent shall so notify the Borrower, and the Termination Date then in effect shall be extended for the additional one-year period as described in subsection (a) of this Section 2.16, and all references in this Agreement, and in the Notes, if any, to the “Termination Date” shall, with respect to each Consenting Lender and each Eligible Assignee for such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Administrative Agent shall notify the Lender Parties (including, without limitation, each Eligible Assignee) of the extension of the scheduled Termination Date in effect immediately prior thereto and shall thereupon record in the Register the relevant information with respect to each such Consenting Lender and each such Eligible Assignee.

Extension of Commitments. (ai) At least 45 days but not more The Company shall have the right, upon no earlier than 60 days prior to the first and/or second anniversaries of the Closing Date, the Borrower, by written but no later than 45 days’ notice to the Administrative AgentAgent (which shall promptly forward such notice to the Lenders) prior to each of the first two anniversaries of the Effective Date (each, may a "Relevant Anniversary"), to request an extension of that the Termination Date then in effect at such time by (the "Current Termination Date") be extended to the date one year from its then scheduled expiration. The Administrative Agent shall promptly notify each after such Current Termination Date (such extended date, an "Extended Termination Date"). (ii) Each Lender Party of such request, and each Lender Party shall in turn, acting in its sole discretion, not later than 30 days prior to the applicable anniversary date, notify the Borrower and the Administrative Agent in writing as to whether such Lender Party individual discretion will consent to such extension. If any Lender Party shall fail use its reasonable efforts to notify the Administrative Agent and the Borrower in writing of its consent to any such request for extension of the Termination Date at least 30 20 days prior before the Relevant Anniversary whether it agrees to participate in such extension. Any Lender that does not so notify the Administrative Agent that it agrees to such anniversary dateextension at least 20 days before the Relevant Anniversary (each, such Lender Party a "Declining Lender") shall be deemed continue to be a Non-Consenting Lender with respect to such request. The Administrative Agent shall notify a Commitment until the Borrower not later than 25 days prior to the applicable anniversary date earlier of the decision of the Current Termination Date or until such Lender Parties regarding the Borrower’s request for an extension of the Termination Date. is replaced pursuant to clause (b) If all the Lender Parties consent in writing to any such request in accordance with subsection (aiii) of this Section 2.16, the Termination Date in effect at such time shall, effective as at the Termination Date (the “Extension Date”), be extended for one year. If less than all of the Lender Parties consent in writing to any such request in accordance with subsection (a) of this Section 2.16, the Termination Date in effect at such time shall, effective as at the applicable Extension Date and subject to subsection (d) of this Section 2.16, be extended as to those Lender Parties that so consented (each a “Consenting Lender”) but shall not be extended as to any other Lender Party (each a “Non-Consenting Lender”). To the extent that the Termination Date is not extended as to any Lender Party pursuant to this Section 2.16 and the Commitment(s) of such Lender Party are not assumed in accordance with subsection (c) of this Section 2.16 on or prior to the applicable Extension Date, the Commitment(s) of such Non-Consenting Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the Borrower, such Lender Party or any other Person; provided that such Non-Consenting Lender’s rights under Sections 3.3, 3.4, 3.5, 3.6, 3.7, 11.3 and 11.4 and its obligations under Section 10.2, shall survive the Termination Date for such Lender Party as to matters occurring prior to such date. It is understood and agreed that no Lender Party shall have any obligation whatsoever Commitment during any extended period to agree to any request made by the Borrower for any requested extension of the Termination Datewhich it has not agreed). (ciii) If less than all of The Company shall have the Lender Parties consent right to any such request pursuant to subsection (a) of this Section 2.16, the Borrower may arrange for one or more Consenting Lenders or other Person eligible to be an assignee of a Lender pursuant to Section 11.11.1 (an “Eligible Assignee”) to assumereplace, effective as of the Extension Relevant Anniversary or the Current Termination Date, each Declining Lender with, and add as "Lenders" under this Agreement, one or more Persons eligible to participate as an assignee pursuant to Section 8.07 (which may include any Non-Consenting Lender with the consent of such Lender’s Commitment(s) and all (each such Person, an "Additional Commitment Lender") with the approval of the obligations Administrative Agent (not to be unreasonably withheld), each of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting Lender; provided, however, that: (i) any such Consenting Lender or Eligible Assignee which Additional Commitment Lenders shall have paid to such Non-Consenting Lender (A) the aggregate principal amount of, entered into an agreement in form and any interest accrued and unpaid substance satisfactory to the effective date of the assignment on, the outstanding Advances, if any, of such Non-Consenting Lender plus (B) any accrued but unpaid facility fees owing to such Non-Consenting Lender as of the effective date of such assignment; (ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non-Consenting Lender; and (iii) with respect to any such Eligible Assignee, the applicable processing and recordation fee required under Section 11.11.1 for such assignment shall have been paid; provided further that such Non-Consenting Lender’s rights under Sections 3.3, 3.4, 3.5, 3.6, 3.7, 11.3 and 11.4, and its obligations under Section 10.2, shall survive such substitution as to matters occurring prior to the date of substitution. At least three Business Days prior to any Extension Date, (A) each such Eligible Assignee, if any, shall have delivered to the Borrower Borrowers and the Administrative Agent (an "Additional Commitment Agreement") pursuant to which such Additional Commitment Lender shall undertake a Commitment (if any such Additional Commitment Lender Assignment Agreement, duly executed by such Eligible Assignee, such Non-Consenting is a Lender, the Borrower its Commitment shall be in addition to such Lender’s Commitment hereunder), and the Administrative Agent, (B) any such Consenting Additional Commitment Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Administrative Agent as to the increase in the amount of its Commitment and (C) each Non-Consenting Lender being replaced pursuant to this Section 2.16 shall have delivered to the Administrative Agent any Note or Notes held by such Non-Consenting become a "Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Consenting Lender or Eligible Assignee, as of the Extension Date, will be substituted for such Non-Consenting Lender under this Agreement and shall be a Lender " for all purposes of this Agreement, without any further acknowledgment by Agreement on the Relevant Anniversary or the consent of Current Termination Date, as the other Lenders, and the obligations of each such Non-Consenting Lender hereunder shall, by the provisions hereof, be released and dischargedcase may be. (div) If (after giving effect and only if the total of the Commitments of the Lenders that have so agreed to extend the Termination Date, taking into account any assignments or assumptions Commitment increases pursuant to subsection clause (ciii) of this Section 2.16) Lenders having Revolving Credit Commitments equal to at least subsection (d), shall be more than 50% of the Revolving Credit aggregate amount of the Commitments in effect immediately prior to the Extension Date consent in writing to a requested extension not later than one Business Day prior to such Extension DateRelevant Anniversary, the Administrative Agent shall so notify the Borrower, and the Current Termination Date then in effect shall be extended for extended, effective as of the additional one-year period as described in subsection (a) of this Section 2.16, and all references in this Agreement, and in the Notes, if anyRelevant Anniversary, to the “Extended Termination Date” shall; provided that, with respect to each Consenting Lender and each Eligible Assignee for if such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Administrative Agent Commitments shall notify the Lender Parties (including, without limitation, each Eligible Assignee) be less than 100% of the extension aggregate amount of the scheduled Termination Date Commitments in effect immediately prior thereto and to the Relevant Anniversary, the Borrowers shall thereupon record have the right to rescind the request to so extend the Current Termination Date. The Borrowers agree to pay in the Register the relevant information with respect full all amounts owing hereunder to each Declining Lender on the Relevant Anniversary or the Current Termination Date, as the case may be, on which such Consenting Declining Lender is replaced as a Lender pursuant to clause (iii) of this subsection (d). (v) Notwithstanding the foregoing, each extension of the Termination Date hereunder pursuant to this subsection (d) shall be effective only if: (1) no Default or Event of Default has occurred and is continuing as of the date of the request pursuant to clause (i) above and the Relevant Anniversary; and (2) all representations and warranties contained in Section 4.01 are true and correct in all material respects on and as of the date of the request pursuant to clause (i) above and the Relevant Anniversary, including without limitation the representation and warranty of the Borrowers as to the execution, delivery and performance by them of this Agreement and the Notes, taking into account such extension, having been duly authorized by all necessary corporate action (it being understood and agreed that any representation or warranty which expressly refers by its terms to a specified date shall be required to be true and correct in all material respects only as of such date); and (3) if on the Relevant Anniversary or the Current Termination Date there are Advances outstanding, appropriate adjustments shall be made among the Lenders to cause the outstanding Advances to be held ratably by all Lenders in accordance with their respective Commitments as of each such Eligible Assigneedate.

Extension of Commitments. (a) At least 45 days but not more than 60 days prior to the first first, second, third and/or second fourth anniversaries of the Closing Date, the Borrower, by written notice to the Administrative Agent, may request an extension of the Termination Date in effect at such time by one year from its then scheduled expiration; provided, however, that such request may not be exercised by the Borrower more than twice. The Administrative Agent shall promptly notify each Lender Party of such request, and each Lender Party shall in turn, in its sole discretion, not later than 30 days prior to the applicable anniversary date, notify the Borrower and the Administrative Agent in writing as to whether such Lender Party will consent to such extension. If any Lender Party shall fail to notify the Administrative Agent and the Borrower in writing of its consent to any such request for extension of the Termination Date at least 30 days prior to such anniversary date, such Lender Party shall be deemed to be a Non-Consenting Lender with respect to such request. The Administrative Agent shall notify the Borrower not later than 25 days prior to the applicable anniversary date of the decision of the Lender Parties regarding the Borrower’s request for an extension of the Termination Date. (b) If all the Lender Parties consent in writing to any such request in accordance with subsection (a) of this Section 2.16, the Termination Date in effect at such time shall, effective as at the Termination Date (the “Extension Date”), be extended for one year. If less than all of the Lender Parties consent in writing to any such request in accordance with subsection (a) of this Section 2.16, the Termination Date in effect at such time shall, effective as at the applicable Extension Date and subject to subsection (d) of this Section 2.16, be extended as to those Lender Parties that so consented (each a “Consenting Lender”) but shall not be extended as to any other Lender Party (each a “Non-Consenting Lender”). To the extent that the Termination Date is not extended as to any Lender Party pursuant to this Section 2.16 and the Commitment(s) of such Lender Party are not assumed in accordance with subsection (c) of this Section 2.16 on or prior to the applicable Extension Date, the Commitment(s) of such Non-Consenting Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the Borrower, such Lender Party or any other Person; provided that such Non-Consenting Lender’s rights under Sections 3.3, 3.4, 3.5, 3.6, 3.7, 11.3 and 11.4 and its obligations under Section 10.2, shall survive the Termination Date for such Lender Party as to matters occurring prior to such date. It is understood and agreed that no Lender Party shall have any obligation whatsoever to agree to any request made by the Borrower for any requested extension of the Termination Date. (c) If less than all of the Lender Parties consent to any such request pursuant to subsection (a) of this Section 2.16, the Borrower may arrange for one or more Consenting Lenders or other Person eligible to be an assignee of a Lender pursuant to Section 11.11.1 (an “Eligible Assignee”) to assume, effective as of the Extension Date, any Non-Consenting Lender’s Commitment(s) and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting Lender; provided, however, that: (i) any such Consenting Lender or Eligible Assignee shall have paid to such Non-Consenting Lender (A) the aggregate principal amount of, and any interest accrued and unpaid to the effective date of the assignment on, the outstanding Advances, if any, of such Non-Consenting Lender plus (B) any accrued but unpaid facility fees owing to such Non-Consenting Lender as of the effective date of such assignment; (ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non-Consenting Lender; and (iii) with respect to any such Eligible Assignee, the applicable processing and recordation fee required under Section 11.11.1 for such assignment shall have been paid; provided further that such Non-Consenting Lender’s rights under Sections 3.3, 3.4, 3.5, 3.6, 3.7, 11.3 and 11.4, and its obligations under Section 10.2, shall survive such substitution as to matters occurring prior to the date of substitution. At least three Business Days prior to any Extension Date, (A) each such Eligible Assignee, if any, shall have delivered to the Borrower and the Administrative Agent a Lender Assignment Agreement, duly executed by such Eligible Assignee, such Non-Consenting Lender, the Borrower and the Administrative Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Administrative Agent as to the increase in the amount of its Commitment and (C) each Non-Consenting Lender being replaced pursuant to this Section 2.16 shall have delivered to the Administrative Agent any Note or Notes held by such Non-Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Consenting Lender or Eligible Assignee, as of the Extension Date, will be substituted for such Non-Consenting Lender under this Agreement and shall be a Lender for all purposes of this Agreement, without any further acknowledgment by or the consent of the other Lenders, and the obligations of each such Non-Consenting Lender hereunder shall, by the provisions hereof, be released and discharged. (d) If (after giving effect to any assignments or assumptions pursuant to subsection (c) of this Section 2.16) Lenders having Revolving Credit Commitments equal to at least 50% of the Revolving Credit Commitments in effect immediately prior to the Extension Date consent in writing to a requested extension not later than one Business Day prior to such Extension Date, the Administrative Agent shall so notify the Borrower, and the Termination Date then in effect shall be extended for the additional one-year period as described in subsection (a) of this Section 2.16, and all references in this Agreement, and in the Notes, if any, to the “Termination Date” shall, with respect to each Consenting Lender and each Eligible Assignee for such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Administrative Agent shall notify the Lender Parties (including, without limitation, each Eligible Assignee) of the extension of the scheduled Termination Date in effect immediately prior thereto and shall thereupon record in the Register the relevant information with respect to each such Consenting Lender and each such Eligible Assignee.

Extension of Commitments. (ai) At least 45 days but not more The Company shall have the right, upon no earlier than 60 days prior to the first and/or second anniversaries of the Closing Date, the Borrower, by written but no later than 45 days’ notice to the Administrative AgentAgent (which shall promptly forward such notice to the Lenders) prior to each of the first two anniversaries of the Effective Date (each, may a “Relevant Anniversary”), to request an extension of that the Termination Date then in effect at such time by (the “Current Termination Date”) be extended to the date one year from its then scheduled expiration. The Administrative Agent shall promptly notify each after such Current Termination Date (such extended date, an “Extended Termination Date”). (ii) Each Lender Party of such request, and each Lender Party shall in turn, acting in its sole discretion, not later than 30 days prior to the applicable anniversary date, notify the Borrower and the Administrative Agent in writing as to whether such Lender Party individual discretion will consent to such extension. If any Lender Party shall fail use its reasonable efforts to notify the Administrative Agent and the Borrower in writing of its consent to any such request for extension of the Termination Date at least 30 20 days prior before the Relevant Anniversary whether it agrees to participate in such extension. Any Lender that does not so notify the Administrative Agent that it agrees to such anniversary dateextension at least 20 days before the Relevant Anniversary (each, such Lender Party a “Declining Lender”) shall be deemed continue to be a Non-Consenting Lender with respect a Commitment until the earlier of the Current Termination Date or until such Lender is replaced pursuant to such requestclause (iii) of this subsection (c) (but shall not have any Commitment during any extended period to which it has not agreed). The Administrative Agent shall notify the Borrower Company not later than 25 15 days prior to the applicable anniversary date Relevant Anniversary of the decision of the Lender Parties Lenders regarding the BorrowerCompany’s request for an extension of the Termination Date. (biii) If all the Lender Parties consent in writing to any such request in accordance with subsection (a) of this Section 2.16, the Termination Date in effect at such time shall, effective as at the Termination Date (the “Extension Date”), be extended for one year. If less than all of the Lender Parties consent in writing to any such request in accordance with subsection (a) of this Section 2.16, the Termination Date in effect at such time shall, effective as at the applicable Extension Date and subject to subsection (d) of this Section 2.16, be extended as to those Lender Parties that so consented (each a “Consenting Lender”) but shall not be extended as to any other Lender Party (each a “Non-Consenting Lender”). To the extent that the Termination Date is not extended as to any Lender Party pursuant to this Section 2.16 and the Commitment(s) of such Lender Party are not assumed in accordance with subsection (c) of this Section 2.16 on or prior to the applicable Extension Date, the Commitment(s) of such Non-Consenting Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the Borrower, such Lender Party or any other Person; provided that such Non-Consenting Lender’s rights under Sections 3.3, 3.4, 3.5, 3.6, 3.7, 11.3 and 11.4 and its obligations under Section 10.2, shall survive the Termination Date for such Lender Party as to matters occurring prior to such date. It is understood and agreed that no Lender Party The Company shall have any obligation whatsoever the right to agree to any request made by the Borrower for any requested extension of the Termination Date. (c) If less than all of the Lender Parties consent to any such request pursuant to subsection (a) of this Section 2.16, the Borrower may arrange for one or more Consenting Lenders or other Person eligible to be an assignee of a Lender pursuant to Section 11.11.1 (an “Eligible Assignee”) to assumereplace, effective as of the Extension Relevant Anniversary or the Current Termination Date, any Non-Consenting Lender’s Commitment(s) each Declining Lender with, and all of the obligations of such Non-Consenting Lender add as “Lenders” under this Agreement thereafter arisingAgreement, without recourse to one or warranty bymore banks or other financial institutions (each, or expense to, such Non-Consenting an “Additional Commitment Lender; provided, however, that: (i) any such Consenting Lender or Eligible Assignee shall have paid to such Non-Consenting Lender (A) the aggregate principal amount of, and any interest accrued and unpaid to the effective date of the assignment on, the outstanding Advances, if any, of such Non-Consenting Lender plus (B) any accrued but unpaid facility fees owing to such Non-Consenting Lender as of the effective date of such assignment; (ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non-Consenting Lender; and (iii”) with respect to any such Eligible Assignee, the applicable processing and recordation fee required under Section 11.11.1 for such assignment shall have been paid; provided further that such Non-Consenting Lender’s rights under Sections 3.3, 3.4, 3.5, 3.6, 3.7, 11.3 and 11.4, and its obligations under Section 10.2, shall survive such substitution as to matters occurring prior to the date approval of substitution. At least three Business Days prior to any Extension Date, (A) each such Eligible Assignee, if any, shall have delivered to the Borrower and the Administrative Agent a and each Swing Line Lender Assignment Agreement(not to be unreasonably withheld or delayed), duly executed by such Eligible Assignee, such Non-Consenting Lender, the Borrower and the Administrative Agent, (B) any such Consenting Lender each of which Additional Commitment Lenders shall have delivered confirmation entered into an agreement in writing form and substance reasonably satisfactory to the Borrower and the Administrative Agent as to the increase in the amount of its Commitment and (C) each Non-Consenting Lender being replaced pursuant to this Section 2.16 shall have delivered to the Administrative Agent (an “Additional Commitment Agreement”) pursuant to which such Additional Commitment Lender shall AMENDED AND RESTATED FIVE YEAR CREDIT AGREEMENT undertake a Commitment (if any Note or Notes held by such Non-Consenting Additional Commitment Lender is a Lender. Upon the payment or prepayment of all amounts referred , its Commitment shall be in addition to in clauses (isuch Xxxxxx’s Commitment hereunder), (ii) and (iii) of the immediately preceding sentence, each such Consenting Additional Commitment Lender or Eligible Assignee, as of the Extension Date, will be substituted for such Non-Consenting Lender under this Agreement and shall be become a Lender “Lender” for all purposes of this Agreement, without any further acknowledgment by Agreement on the Relevant Anniversary or the consent of Current Termination Date, as the other Lenders, and the obligations of each such Non-Consenting Lender hereunder shall, by the provisions hereof, be released and dischargedcase may be. (div) If (after giving effect and only if the total of the Commitments of the Lenders that have so agreed to extend the Termination Date, taking into account any assignments or assumptions Commitment increases pursuant to clause (iii) of this subsection (c) of this Section 2.16) Lenders having Revolving Credit Commitments equal to at least ), shall be more than 50% of the Revolving Credit aggregate amount of the Commitments in effect immediately prior to the Extension Date consent in writing to a requested extension not later than one Business Day prior to such Extension DateRelevant Anniversary, the Administrative Agent shall so notify the Borrower, and the Current Termination Date then in effect shall be extended for extended, effective as of the additional one-year period as described in subsection (a) of this Section 2.16, and all references in this Agreement, and in the Notes, if anyRelevant Anniversary, to the “Extended Termination Date” shall; provided that, with respect to each Consenting Lender and each Eligible Assignee for if such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Administrative Agent Commitments shall notify the Lender Parties (including, without limitation, each Eligible Assignee) be less than 100% of the extension aggregate amount of the scheduled Termination Date Commitments in effect immediately prior thereto and to the Relevant Anniversary, the Borrowers shall thereupon record have the right to rescind the request to so extend the Current Termination Date. The Borrowers agree to pay in the Register the relevant information with respect full all amounts owing hereunder to each Declining Lender on the Relevant Anniversary or the Current Termination Date, as the case may be, on which such Consenting Declining Lender is replaced as a Lender pursuant to clause (iii) of this subsection (c). (v) Notwithstanding the foregoing, each extension of the Termination Date hereunder pursuant to this subsection (c) shall be effective only if: (1) no Default or Event of Default has occurred and is continuing as of the date of the request pursuant to clause (i) above and the Relevant Anniversary; (2) all representations and warranties contained in Section 4.01 are true and correct in all material respects on and as of the date of the request pursuant to clause (i) above and the Relevant Anniversary, including without limitation the representation and warranty of the Borrowers as to the execution, delivery and performance by them of this Agreement and the Notes, taking into account such extension, having been duly authorized by all necessary corporate action (it being understood and agreed that any representation or warranty which expressly refers by its terms to a specified date shall be required to be true and correct in all material respects only as of such date); and (3) if on the Relevant Anniversary or the Current Termination Date there are Advances outstanding, appropriate adjustments shall be made among the Lenders to cause the outstanding Advances to be held ratably by all Lenders in accordance with their respective Commitments as of each such Eligible Assigneedate.

Extension of Commitments. (a) At least 45 days but not more than 60 days prior to the first and/or second anniversaries of the Closing Date, the BorrowerThe Sponsor may, by written notice to the Administrative Agent, may request an extension Servicer (which shall promptly deliver a copy to each of the Termination Date in effect at such time by one year from its then scheduled expiration. The Administrative Agent shall promptly notify each Lender Party of such requestParticipants), and each Lender Party shall in turn, in its sole discretion, given not later more than 30 sixty (60) days prior to the applicable any anniversary date, notify the Borrower and the Administrative Agent in writing as to whether such Lender Party will consent to such extension. If any Lender Party shall fail to notify the Administrative Agent and the Borrower in writing of its consent to any such request for extension of the Termination Effective Date at least 30 days prior to such anniversary datewhile the Facility Commitment is effect, such Lender Party shall be deemed to be a Non-Consenting Lender with respect to such request. The Administrative Agent shall notify request that the Borrower not later than 25 days prior to Participants extend the applicable anniversary date of the decision of the Lender Parties regarding the Borrower’s request for an extension of the Termination Date. (b) If all the Lender Parties consent in writing to any such request in accordance with subsection (a) of this Section 2.16, the Termination Date in effect at such time shall, effective as at the then scheduled Facility Commitment Termination Date (the “Extension Existing Date”) for an additional 364-day period. Each Participant shall, by notice to the Sponsor and the Servicer given within fifteen (15) Business Days after receipt of such request, 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 not agree to such extension). In the event that, be extended for one year. If less than on the 15th Business Day after receipt of the notice delivered pursuant to clause (a) above, all of the Lender Parties consent in writing Participants shall have agreed to any such request in accordance with subsection extend their respective Participating Commitments, the Facility Commitment Termination Date shall be deemed to have been extended, effective as of the Existing Date, to the date which is 364 days thereafter. In the event that, on the 15th Business Day after receipt of the notice delivered pursuant to clause (a) above, all of this Section 2.16the Participants shall not have agreed to extend their respective Participating Commitments, the Termination Date in effect at such time shall, effective as at Sponsor and the applicable Extension Date and subject to subsection Servicer shall notify the consenting Participants (d“Consenting Participants”) of this Section 2.16, be extended as to those Lender Parties that so consented the aggregate Participating Commitment Amounts of the non-extending Participants (each a “Consenting Lender”) but shall not be extended as to any other Lender Party (each a “Non-Consenting LenderParticipants”). To ) and such Consenting Participants shall, by notice to the extent that the Termination Date is not extended as to any Lender Party pursuant to this Section 2.16 Sponsor and the Commitment(sServicer given within ten (10) Business Days after receipt of such Lender Party are notice, advise the Servicer and Sponsor whether or not assumed in accordance with subsection (c) such Participant wishes to purchase all or a portion of this Section 2.16 on or prior to the applicable Extension Date, Participating Commitments of the Commitment(s) of such Non-Consenting Lender Participants (and any Participant which does not respond during such 10-Business Day period shall automatically terminate in whole on be deemed to have rejected such unextended Termination Date without any further notice offer). In the event that more than one Consenting Participant agrees to purchase all or other action by a portion of such Participating Commitments, the BorrowerSponsor and 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 Lender Party or any other Person; provided that such extension request. If Consenting Participants do not elect to assume all of the Participating Commitments of the Non-Consenting Lender’s rights under Sections 3.3Participants, 3.4, 3.5, 3.6, 3.7, 11.3 and 11.4 and its obligations under Section 10.2, shall survive the Termination Date for such Lender Party as to matters occurring prior to such date. It is understood and agreed that no Lender Party Sponsor shall have any obligation whatsoever the right, subject to agree the terms and conditions of Section 15.6, to any request made by the Borrower for any requested extension of the Termination Date. (c) If less than all of the Lender Parties consent to any such request pursuant to subsection (a) of this Section 2.16, the Borrower may arrange for one or more Consenting Lenders or other Person eligible to be an assignee of financial institutions (any such financial institution being called a Lender pursuant to Section 11.11.1 (an “Eligible AssigneeNew Participant”) to assume, effective as purchase the Participating Commitment of the Extension Date, any Non-Consenting Lender’s Commitment(s) and all of the obligations of such Participant. Each Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting Lender; provided, however, that: (i) any such Consenting Lender or Eligible Assignee Participant shall have paid to such Non-Consenting Lender (A) the aggregate principal amount of, assign its Participating Commitment and any interest accrued and unpaid its Participant’s Interest outstanding hereunder to the effective date Consenting Participant or New Participant purchasing such Participating Commitment in accordance with Section 15.6, in return for payment in full of the assignment onall principal, the outstanding Advances, if any, of such Non-Consenting Lender plus (B) any accrued but unpaid facility fees interest and other amounts owing to such Non-Consenting Lender 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 Existing Date (the “Continuing Participants”), then (i) the Facility Commitment Termination Date shall be extended for an additional 364-day period and (ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such the Participating Commitment of any Non-Consenting LenderParticipant which has not been assigned to a Consenting Participant or a New Participant shall terminate (with the result that the amount of the Facility Commitment shall be decreased proportionately by the amount of such Participating Commitment), and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunderParticipant, as of the effective date of such assignment shall have been paid together with all interest accrued thereon and all other amounts owed to such Non-Consenting Lender; and (iii) with respect Participant hereunder, shall be due and payable to any such Eligible Assignee, the applicable processing and recordation fee required under Section 11.11.1 for such assignment shall have been paid; provided further that such Non-Consenting Lender’s rights under Sections 3.3, 3.4, 3.5, 3.6, 3.7, 11.3 and 11.4, and its obligations under Section 10.2, shall survive Participant on the Existing Date applicable to such substitution as to matters occurring prior to the date of substitution. At least three Business Days prior to any Extension Date, (A) each such Eligible Assignee, if any, shall have delivered to the Borrower and the Administrative Agent a Lender Assignment Agreement, duly executed by such Eligible Assignee, such Non-Consenting Lender, the Borrower and the Administrative Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Administrative Agent as to the increase in the amount of its Commitment and (C) each Non-Consenting Lender being replaced pursuant to this Section 2.16 shall have delivered to the Administrative Agent any Note or Notes held by such Non-Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Consenting Lender or Eligible Assignee, as of the Extension Date, will be substituted for such Non-Consenting Lender under this Agreement and shall be a Lender for all purposes of this Agreement, Participant without any further acknowledgment by or the consent of the other Lenders, and the obligations of each such Non-Consenting Lender hereunder shall, by the provisions hereof, be released and discharged. (d) If (after giving effect to any assignments or assumptions pursuant to subsection (c) of this Section 2.16) Lenders having Revolving Credit Commitments equal to at least 50% of the Revolving Credit Commitments in effect immediately prior to the Extension Date consent in writing to a requested extension not later than one Business Day prior to such Extension Date, the Administrative Agent shall so notify the Borrower, and the Termination Date then in effect shall be extended for the additional one-year period as described in subsection (a) of this Section 2.16, and all references in this Agreement, and in the Notes, if any, to the “Termination Date” shall, with respect to each Consenting Lender and each Eligible Assignee for such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Administrative Agent shall notify the Lender Parties (including, without limitation, each Eligible Assignee) of the extension of the scheduled Facility Commitment Termination Date in effect immediately prior thereto and shall thereupon record in the Register the relevant information with respect to each such Consenting Lender and each such Eligible AssigneeDate.

Extension of Commitments. (ai) At least 45 days but not more The Company shall have the right, upon no earlier than 60 days prior to the first and/or second anniversaries of the Closing Date, the Borrower, by written but no later than 45 days’ notice to the Administrative AgentAgent (which shall promptly forward such notice to the Lenders) prior to each of the first two anniversaries of the Effective Date (each, may a “Relevant Anniversary”), to request an extension of that the Termination Date then in effect at such time by (the “Current Termination Date”) be extended to the date one year from its then scheduled expiration. The Administrative Agent shall promptly notify each after such Current Termination Date (such extended date, an “Extended Termination Date”). (ii) Each Lender Party of such request, and each Lender Party shall in turn, acting in its sole discretion, not later than 30 days prior to the applicable anniversary date, notify the Borrower and the Administrative Agent in writing as to whether such Lender Party individual discretion will consent to such extension. If any Lender Party shall fail use its reasonable efforts to notify the Administrative Agent and the Borrower in writing of its consent to any such request for extension of the Termination Date at least 30 20 days prior before the Relevant Anniversary whether it agrees to participate in such extension. Any Lender that does not so notify the Administrative Agent that it agrees to such anniversary dateextension at least 20 days before the Relevant Anniversary (each, such Lender Party a “Declining Lender”) shall be deemed continue to be a Non-Consenting Lender with respect a Commitment until the earlier of the Current Termination Date or until such Lender is replaced pursuant to such requestclause (iii) of this subsection (c) (but shall not have any Commitment during any extended period to which it has not agreed). The Administrative Agent shall notify the Borrower Company not later than 25 15 days prior to the applicable anniversary date Relevant Anniversary of the decision of the Lender Parties Lenders regarding the BorrowerCompany’s request for an extension of the Termination Date. (biii) If all the Lender Parties consent in writing to any such request in accordance with subsection (a) of this Section 2.16, the Termination Date in effect at such time shall, effective as at the Termination Date (the “Extension Date”), be extended for one year. If less than all of the Lender Parties consent in writing to any such request in accordance with subsection (a) of this Section 2.16, the Termination Date in effect at such time shall, effective as at the applicable Extension Date and subject to subsection (d) of this Section 2.16, be extended as to those Lender Parties that so consented (each a “Consenting Lender”) but shall not be extended as to any other Lender Party (each a “Non-Consenting Lender”). To the extent that the Termination Date is not extended as to any Lender Party pursuant to this Section 2.16 and the Commitment(s) of such Lender Party are not assumed in accordance with subsection (c) of this Section 2.16 on or prior to the applicable Extension Date, the Commitment(s) of such Non-Consenting Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the Borrower, such Lender Party or any other Person; provided that such Non-Consenting Lender’s rights under Sections 3.3, 3.4, 3.5, 3.6, 3.7, 11.3 and 11.4 and its obligations under Section 10.2, shall survive the Termination Date for such Lender Party as to matters occurring prior to such date. It is understood and agreed that no Lender Party The Company shall have any obligation whatsoever the right to agree to any request made by the Borrower for any requested extension of the Termination Date. (c) If less than all of the Lender Parties consent to any such request pursuant to subsection (a) of this Section 2.16, the Borrower may arrange for one or more Consenting Lenders or other Person eligible to be an assignee of a Lender pursuant to Section 11.11.1 (an “Eligible Assignee”) to assumereplace, effective as of the Extension Relevant Anniversary or the Current Termination Date, any Non-Consenting Lender’s Commitment(s) each Declining Lender with, and all of the obligations of such Non-Consenting Lender add as “Lenders” under this Agreement thereafter arisingAgreement, without recourse to one or warranty by, or expense to, such Non-Consenting Lender; provided, however, that: (i) any such Consenting Lender or Eligible Assignee shall have paid to such Non-Consenting Lender (A) more Additional Commitment Lenders with the aggregate principal amount of, and any interest accrued and unpaid to the effective date approval of the assignment on, the outstanding Advances, if any, of such Non-Consenting Lender plus (B) any accrued but unpaid facility fees owing to such Non-Consenting Lender as of the effective date of such assignment; (ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non-Consenting Lender; and (iii) with respect to any such Eligible Assignee, the applicable processing and recordation fee required under Section 11.11.1 for such assignment shall have been paid; provided further that such Non-Consenting Lender’s rights under Sections 3.3, 3.4, 3.5, 3.6, 3.7, 11.3 and 11.4, and its obligations under Section 10.2, shall survive such substitution as to matters occurring prior to the date of substitution. At least three Business Days prior to any Extension Date, (A) each such Eligible Assignee, if any, shall have delivered to the Borrower and the Administrative Agent (not to be unreasonably withheld or delayed), each of which Additional Commitment Lenders shall have entered into an Additional Commitment Agreement pursuant to which such Additional Commitment Lender shall undertake a Commitment (if any such Additional Commitment Lender Assignment Agreement, duly executed by such Eligible Assignee, such Non-Consenting is a Lender, the Borrower its Commitment shall be in addition to such Lender’s Commitment hereunder), and the Administrative Agent, (B) any such Consenting Additional Commitment Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Administrative Agent as to the increase in the amount of its Commitment and (C) each Non-Consenting Lender being replaced pursuant to this Section 2.16 shall have delivered to the Administrative Agent any Note or Notes held by such Non-Consenting become a “Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Consenting Lender or Eligible Assignee, as of the Extension Date, will be substituted for such Non-Consenting Lender under this Agreement and shall be a Lender ” for all purposes of this Agreement, without any further acknowledgment by Agreement on the Relevant Anniversary or the consent of Current Termination Date, as the other Lenders, and the obligations of each such Non-Consenting Lender hereunder shall, by the provisions hereof, be released and dischargedcase may be. (div) If (after giving effect and only if the total of the Commitments of the Lenders that have so agreed to extend the Termination Date, taking into account any assignments or assumptions Commitment increases pursuant to clause (iii) of this subsection (c) of this Section 2.16) Lenders having Revolving Credit Commitments equal to at least ), shall be more than 50% of the Revolving Credit aggregate amount of the Commitments in effect immediately prior to the Extension Date consent in writing to a requested extension not later than one Business Day prior to such Extension DateRelevant Anniversary, the Administrative Agent shall so notify the Borrower, and the Current Termination Date then in effect shall be extended for extended, effective as of the additional one-year period as described in subsection (a) of this Section 2.16, and all references in this Agreement, and in the Notes, if anyRelevant Anniversary, to the “Extended Termination Date” shall; provided that, with respect to each Consenting Lender and each Eligible Assignee for if such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Administrative Agent Commitments shall notify the Lender Parties (including, without limitation, each Eligible Assignee) be less than 100% of the extension aggregate amount of the scheduled Termination Date Commitments in effect immediately prior thereto and to the Relevant Anniversary, the Borrowers shall thereupon record have the right to rescind the request to so extend the Current Termination Date. The Borrowers agree to pay in the Register the relevant information with respect full all amounts owing hereunder to each Declining Lender on the Relevant Anniversary or the Current Termination Date, as the case may be, on which such Consenting Declining Lender is replaced as a Lender pursuant to clause (iii) of this subsection (c). (v) Notwithstanding the foregoing, each extension of the Termination Date hereunder pursuant to this subsection (c) shall be effective only if: (1) no Default or Event of Default has occurred and is continuing as of the date of the request pursuant to clause (i) above and the Relevant Anniversary; (2) all representations and warranties contained in Section 4.01 are true and correct in all material respects on and as of the date of the request pursuant to clause (i) above and the Relevant Anniversary, including without limitation the representation and warranty of the Borrowers as to the execution, delivery and performance by them of this Agreement and the Notes, taking into account such extension, having been duly authorized by all necessary corporate action (it being understood and agreed that any representation or warranty which expressly refers by its terms to a specified date shall be required to be true and correct in all material respects only as of such date); and (3) if on the Relevant Anniversary or the Current Termination Date there are Advances outstanding, appropriate adjustments shall be made among the Lenders to cause the outstanding Advances to be held ratably by all Lenders in accordance with their respective Commitments as of each such Eligible Assigneedate.

Extension of Commitments. (ai) At least 45 days but not more than 60 days prior to The Company may, so long as no Default then exists and the first and/or second anniversaries representations and warranties of the Closing DateBorrowers contained herein are true and correct at the time of notice, the Borrower, by written upon notice to the Administrative Agent, may request an extension Agent not less than 60 days but no more than 90 days prior to any anniversary of the Amendment Effective Date, propose to extend the Commitment Termination Date Dates for an additional one-year period measured from the Commitment Termination Dates then in effect at effect; provided that there shall be no more than two such time by one year from its then scheduled expirationextensions. The Administrative Agent shall promptly notify each Lender Party the Lenders of receipt of such request. Each Lender shall endeavor to respond to such request, and each Lender Party shall whether affirmatively or negatively (such determination in turnthe sole discretion of such Lender), in its sole discretion, not later than 30 days prior by notice to the applicable anniversary date, notify the Borrower Company and the Administrative Agent in writing as within 30 days. Subject to whether such Lender Party will consent to such extension. If any Lender Party shall fail to notify the execution by the Borrowers, the Administrative Agent and such Lenders of a duly completed Extension Agreement in substantially the Borrower in writing form of its consent to any such request for extension of Exhibit E, the Commitment Termination Date at least 30 days prior to such anniversary date, such Lender Party shall be deemed to be a Non-Consenting Lender with respect to such request. The Administrative Agent shall notify the Borrower not later than 25 days prior applicable to the applicable anniversary date Commitment of each Lender so affirmatively notifying the decision of the Lender Parties regarding the Borrower’s request for an extension of the Termination Date. (b) If all the Lender Parties consent in writing to any such request in accordance with subsection (a) of this Section 2.16, the Termination Date in effect at such time shall, effective as at the Termination Date (the “Extension Date”), be extended for one year. If less than all of the Lender Parties consent in writing to any such request in accordance with subsection (a) of this Section 2.16, the Termination Date in effect at such time shall, effective as at the applicable Extension Date and subject to subsection (d) of this Section 2.16, be extended as to those Lender Parties that so consented (each a “Consenting Lender”) but shall not be extended as to any other Lender Party (each a “Non-Consenting Lender”). To the extent that the Termination Date is not extended as to any Lender Party pursuant to this Section 2.16 and the Commitment(s) of such Lender Party are not assumed in accordance with subsection (c) of this Section 2.16 on or prior to the applicable Extension Date, the Commitment(s) of such Non-Consenting Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the Borrower, such Lender Party or any other Person; provided that such Non-Consenting Lender’s rights under Sections 3.3, 3.4, 3.5, 3.6, 3.7, 11.3 and 11.4 and its obligations under Section 10.2, shall survive the Termination Date for such Lender Party as to matters occurring prior to such date. It is understood and agreed that no Lender Party shall have any obligation whatsoever to agree to any request made by the Borrower for any requested extension of the Termination Date. (c) If less than all of the Lender Parties consent to any such request pursuant to subsection (a) of this Section 2.16, the Borrower may arrange for one or more Consenting Lenders or other Person eligible to be an assignee of a Lender pursuant to Section 11.11.1 (an “Eligible Assignee”) to assume, effective as of the Extension Date, any Non-Consenting Lender’s Commitment(s) and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting Lender; provided, however, that: (i) any such Consenting Lender or Eligible Assignee shall have paid to such Non-Consenting Lender (A) the aggregate principal amount of, and any interest accrued and unpaid to the effective date of the assignment on, the outstanding Advances, if any, of such Non-Consenting Lender plus (B) any accrued but unpaid facility fees owing to such Non-Consenting Lender as of the effective date of such assignment; (ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non-Consenting Lender; and (iii) with respect to any such Eligible Assignee, the applicable processing and recordation fee required under Section 11.11.1 for such assignment shall have been paid; provided further that such Non-Consenting Lender’s rights under Sections 3.3, 3.4, 3.5, 3.6, 3.7, 11.3 and 11.4, and its obligations under Section 10.2, shall survive such substitution as to matters occurring prior to the date of substitution. At least three Business Days prior to any Extension Date, (A) each such Eligible Assignee, if any, shall have delivered to the Borrower Company and the Administrative Agent a Lender Assignment Agreement, duly executed by such Eligible Assignee, such Non-Consenting Lender, the Borrower and the Administrative Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Administrative Agent as to the increase in the amount of its Commitment and (C) each Non-Consenting Lender being replaced pursuant to this Section 2.16 shall have delivered to the Administrative Agent any Note or Notes held by such Non-Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Consenting Lender or Eligible Assignee, as of the Extension Date, will be substituted for such Non-Consenting Lender under this Agreement and shall be a Lender for all purposes of this Agreement, without any further acknowledgment by or the consent of the other Lenders, and the obligations of each such Non-Consenting Lender hereunder shall, by the provisions hereof, be released and discharged. (d) If (after giving effect to any assignments or assumptions pursuant to subsection (c) of this Section 2.16) Lenders having Revolving Credit Commitments equal to at least 50% of the Revolving Credit Commitments in effect immediately prior to the Extension Date consent in writing to a requested extension not later than one Business Day prior to such Extension Date, the Administrative Agent shall so notify the Borrower, and the Termination Date then in effect shall be extended for the additional one-year period as described specified above; provided that no Commitment Termination Date of any Lender shall be extended unless Lenders having Commitments in subsection an aggregate amount equal to at least 51% of the Commitments in effect at the time any such extension is requested shall have elected so to extend their Commitments. (aii) of this Section 2.16, and all references in this Agreement, and in the Notes, if any, Any Lender which does not give such notice to the “Termination Date” shall, with respect to each Consenting Lender Company and each Eligible Assignee for such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Administrative Agent shall notify be deemed to have elected not to extend as requested, and the Commitment of each non-extending Lender shall terminate on its Commitment Termination Date determined without giving effect to such requested 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 Lender) to replace a non-extending Lender. 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 and Swingline Loans shall be redetermined on the basis of their respective Commitments after giving effect to such termination, and the participation therein of the Lender Parties (includingwhose Commitment is terminated shall terminate; provided that the Borrowers shall, without limitation, each Eligible Assignee) if and to the extent necessary to permit such redetermination of participations in Letters of Credit and Swingline Loans within the limits of the extension Commitments which are not terminated, prepay on such date all or a portion of the scheduled Termination Date outstanding Loans or, to the extent that such redetermination cannot be effected within the limits of the Commitments even after all outstanding Loans have been prepaid, then the Borrowers shall Cash Collateralize the Letters of Credit to the extent of the excess, and such redetermination and termination of participations in effect immediately prior thereto outstanding Letters of Credit and Swingline Loans shall thereupon record in the Register the relevant information with respect to each such Consenting Lender and each such Eligible Assigneebe conditioned upon their having done so.

Extension of Commitments. (ai) At least 45 days but not more The Company shall have the right, upon no earlier than 60 days prior to the first and/or second anniversaries of the Closing Date, the Borrower, by written but no later than 45 days’ notice to the Administrative AgentAgent (which shall promptly forward such notice to the Lenders) prior to each of the first two anniversaries of the Effective Date (each, may a “Relevant Anniversary”), to request an extension of that the Termination Date then in effect at such time by (the “Current Termination Date”) be extended to the date one year from its then scheduled expiration. The Administrative Agent shall promptly notify each after such Current Termination Date (such extended date, an “Extended Termination Date”). (ii) Each Lender Party of such request, and each Lender Party shall in turn, acting in its sole discretion, not later than 30 days prior to the applicable anniversary date, notify the Borrower and the Administrative Agent in writing as to whether such Lender Party individual discretion will consent to such extension. If any Lender Party shall fail use its reasonable efforts to notify the Administrative Agent and the Borrower in writing of its consent to any such request for extension of the Termination Date at least 30 20 days prior before the Relevant Anniversary whether it agrees to participate in such extension. Any Lender that does not so notify the Administrative Agent that it agrees to such anniversary dateextension at least 20 days before the Relevant Anniversary (each, such Lender Party a “Declining Lender”) shall be deemed continue to be a Non-Consenting Lender with respect a Commitment until the earlier of the Current Termination Date or until such Lender is replaced pursuant to such requestclause (iii) of this subsection (c) (but shall not have any Commitment during any extended period to which it has not agreed). The Administrative Agent shall notify the Borrower Company not later than 25 15 days prior to the applicable anniversary date Relevant Anniversary of the decision of the Lender Parties Lenders regarding the BorrowerCompany’s request for an extension of the Termination Date. (biii) If all the Lender Parties consent in writing to any such request in accordance with subsection (a) of this Section 2.16, the Termination Date in effect at such time shall, effective as at the Termination Date (the “Extension Date”), be extended for one year. If less than all of the Lender Parties consent in writing to any such request in accordance with subsection (a) of this Section 2.16, the Termination Date in effect at such time shall, effective as at the applicable Extension Date and subject to subsection (d) of this Section 2.16, be extended as to those Lender Parties that so consented (each a “Consenting Lender”) but shall not be extended as to any other Lender Party (each a “Non-Consenting Lender”). To the extent that the Termination Date is not extended as to any Lender Party pursuant to this Section 2.16 and the Commitment(s) of such Lender Party are not assumed in accordance with subsection (c) of this Section 2.16 on or prior to the applicable Extension Date, the Commitment(s) of such Non-Consenting Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the Borrower, such Lender Party or any other Person; provided that such Non-Consenting Lender’s rights under Sections 3.3, 3.4, 3.5, 3.6, 3.7, 11.3 and 11.4 and its obligations under Section 10.2, shall survive the Termination Date for such Lender Party as to matters occurring prior to such date. It is understood and agreed that no Lender Party The Company shall have any obligation whatsoever the right to agree to any request made by the Borrower for any requested extension of the Termination Date. (c) If less than all of the Lender Parties consent to any such request pursuant to subsection (a) of this Section 2.16, the Borrower may arrange for one or more Consenting Lenders or other Person eligible to be an assignee of a Lender pursuant to Section 11.11.1 (an “Eligible Assignee”) to assumereplace, effective as of the Extension Relevant Anniversary or the Current Termination Date, any Non-Consenting Lender’s Commitment(s) each Declining Lender with, and all of the obligations of such Non-Consenting Lender add as “Lenders” under this Agreement thereafter arisingAgreement, without recourse to one or warranty by, or expense to, such Non-Consenting Lender; provided, however, that: (i) any such Consenting Lender or Eligible Assignee shall have paid to such Non-Consenting Lender (A) more Additional Commitment Lenders with the aggregate principal amount of, and any interest accrued and unpaid to the effective date approval of the assignment on, the outstanding Advances, if any, of such Non-Consenting Lender plus (B) any accrued but unpaid facility fees owing to such Non-Consenting Lender as of the effective date of such assignment; (ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non-Consenting Lender; and (iii) with respect to any such Eligible Assignee, the applicable processing and recordation fee required under Section 11.11.1 for such assignment shall have been paid; provided further that such Non-Consenting Lender’s rights under Sections 3.3, 3.4, 3.5, 3.6, 3.7, 11.3 and 11.4, and its obligations under Section 10.2, shall survive such substitution as to matters occurring prior to the date of substitution. At least three Business Days prior to any Extension Date, (A) each such Eligible Assignee, if any, shall have delivered to the Borrower and the Administrative Agent and each Swing Line Lender (not to be unreasonably withheld or delayed), each of which Additional Commitment Lenders shall have entered into an Additional Commitment Agreement pursuant to which such Additional Commitment Lender shall undertake a Commitment (if any such Additional Commitment Lender Assignment Agreement, duly executed by such Eligible Assignee, such Non-Consenting is a Lender, the Borrower its Commitment shall be in addition to such Lender’s Commitment hereunder), and the Administrative Agent, (B) any such Consenting Additional Commitment Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Administrative Agent as to the increase in the amount of its Commitment and (C) each Non-Consenting Lender being replaced pursuant to this Section 2.16 shall have delivered to the Administrative Agent any Note or Notes held by such Non-Consenting become a “Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Consenting Lender or Eligible Assignee, as of the Extension Date, will be substituted for such Non-Consenting Lender under this Agreement and shall be a Lender ” for all purposes of this Agreement, without any further acknowledgment by Agreement on the Relevant Anniversary or the consent of Current Termination Date, as the other Lenders, and the obligations of each such Non-Consenting Lender hereunder shall, by the provisions hereof, be released and dischargedcase may be. (div) If (after giving effect and only if the total of the Commitments of the Lenders that have so agreed to extend the Termination Date, taking into account any assignments or assumptions Commitment increases pursuant to clause (iii) of this subsection (c) of this Section 2.16) Lenders having Revolving Credit Commitments equal to at least ), shall be more than 50% of the Revolving Credit aggregate amount of the Commitments in effect immediately prior to the Extension Date consent in writing to a requested extension not later than one Business Day prior to such Extension DateRelevant Anniversary, the Administrative Agent shall so notify the Borrower, and the Current Termination Date then in effect shall be extended for extended, effective as of the additional one-year period as described in subsection (a) of this Section 2.16, and all references in this Agreement, and in the Notes, if anyRelevant Anniversary, to the “Extended Termination Date” shall; provided that, with respect to each Consenting Lender and each Eligible Assignee for if such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Administrative Agent Commitments shall notify the Lender Parties (including, without limitation, each Eligible Assignee) be less than 100% of the extension aggregate amount of the scheduled Termination Date Commitments in effect immediately prior thereto and to the Relevant Anniversary, the Borrowers shall thereupon record have the right to rescind the request to so extend the Current Termination Date. The Borrowers agree to pay in the Register the relevant information with respect full all amounts owing hereunder to each Declining Lender on the Relevant Anniversary or the Current Termination Date, as the case may be, on which such Consenting Declining Lender is replaced as a Lender pursuant to clause (iii) of this subsection (c). AMENDED AND RESTATED FIVE YEAR CREDIT AGREEMENT (v) Notwithstanding the foregoing, each extension of the Termination Date hereunder pursuant to this subsection (c) shall be effective only if: (1) no Default or Event of Default has occurred and is continuing as of the date of the request pursuant to clause (i) above and the Relevant Anniversary; (2) all representations and warranties contained in Section 4.01 are true and correct in all material respects on and as of the date of the request pursuant to clause (i) above and the Relevant Anniversary, including without limitation the representation and warranty of the Borrowers as to the execution, delivery and performance by them of this Agreement and the Notes, taking into account such extension, having been duly authorized by all necessary corporate action (it being understood and agreed that any representation or warranty which expressly refers by its terms to a specified date shall be required to be true and correct in all material respects only as of such date); and (3) if on the Relevant Anniversary or the Current Termination Date there are Advances outstanding, appropriate adjustments shall be made among the Lenders to cause the outstanding Advances to be held ratably by all Lenders in accordance with their respective Commitments as of each such Eligible Assigneedate.

Extension of Commitments. (ai) At least 45 days but not more than 60 days prior to The Company may, so long as no Default then exists and the first and/or second anniversaries representations and warranties of the Closing DateBorrowers contained herein are true and correct at the time of notice, the Borrower, by written upon notice to the Administrative Agent, may request an extension Agent not less than 60 days but no more than 90 days prior to any anniversary of the SecondThird Amendment Effective Date, propose to extend the Commitment Termination Date Dates for an additional one-year period measured from the Commitment Termination Dates then in effect at effect; provided that there shall be no more than two such time by one year from its then scheduled expirationextensions. The Administrative Agent shall promptly notify each Lender Party the Lenders of receipt of such request. Each Lender shall endeavor to respond to such request, and each Lender Party shall whether affirmatively or negatively (such determination in turnthe sole discretion of such Lender), in its sole discretion, not later than 30 days prior by notice to the applicable anniversary date, notify the Borrower Company and the Administrative Agent in writing as within 30 days. Subject to whether such Lender Party will consent to such extension. If any Lender Party shall fail to notify the execution by the Borrowers, the Administrative Agent and such Lenders of a duly completed Extension Agreement in substantially the Borrower in writing form of its consent to any such request for extension of Exhibit E, the Commitment Termination Date at least 30 days prior to such anniversary date, such Lender Party shall be deemed to be a Non-Consenting Lender with respect to such request. The Administrative Agent shall notify the Borrower not later than 25 days prior applicable to the applicable anniversary date Commitment of each Lender so affirmatively notifying the decision of the Lender Parties regarding the Borrower’s request for an extension of the Termination Date. (b) If all the Lender Parties consent in writing to any such request in accordance with subsection (a) of this Section 2.16, the Termination Date in effect at such time shall, effective as at the Termination Date (the “Extension Date”), be extended for one year. If less than all of the Lender Parties consent in writing to any such request in accordance with subsection (a) of this Section 2.16, the Termination Date in effect at such time shall, effective as at the applicable Extension Date and subject to subsection (d) of this Section 2.16, be extended as to those Lender Parties that so consented (each a “Consenting Lender”) but shall not be extended as to any other Lender Party (each a “Non-Consenting Lender”). To the extent that the Termination Date is not extended as to any Lender Party pursuant to this Section 2.16 and the Commitment(s) of such Lender Party are not assumed in accordance with subsection (c) of this Section 2.16 on or prior to the applicable Extension Date, the Commitment(s) of such Non-Consenting Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the Borrower, such Lender Party or any other Person; provided that such Non-Consenting Lender’s rights under Sections 3.3, 3.4, 3.5, 3.6, 3.7, 11.3 and 11.4 and its obligations under Section 10.2, shall survive the Termination Date for such Lender Party as to matters occurring prior to such date. It is understood and agreed that no Lender Party shall have any obligation whatsoever to agree to any request made by the Borrower for any requested extension of the Termination Date. (c) If less than all of the Lender Parties consent to any such request pursuant to subsection (a) of this Section 2.16, the Borrower may arrange for one or more Consenting Lenders or other Person eligible to be an assignee of a Lender pursuant to Section 11.11.1 (an “Eligible Assignee”) to assume, effective as of the Extension Date, any Non-Consenting Lender’s Commitment(s) and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting Lender; provided, however, that: (i) any such Consenting Lender or Eligible Assignee shall have paid to such Non-Consenting Lender (A) the aggregate principal amount of, and any interest accrued and unpaid to the effective date of the assignment on, the outstanding Advances, if any, of such Non-Consenting Lender plus (B) any accrued but unpaid facility fees owing to such Non-Consenting Lender as of the effective date of such assignment; (ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non-Consenting Lender; and (iii) with respect to any such Eligible Assignee, the applicable processing and recordation fee required under Section 11.11.1 for such assignment shall have been paid; provided further that such Non-Consenting Lender’s rights under Sections 3.3, 3.4, 3.5, 3.6, 3.7, 11.3 and 11.4, and its obligations under Section 10.2, shall survive such substitution as to matters occurring prior to the date of substitution. At least three Business Days prior to any Extension Date, (A) each such Eligible Assignee, if any, shall have delivered to the Borrower Company and the Administrative Agent a Lender Assignment Agreement, duly executed by such Eligible Assignee, such Non-Consenting Lender, the Borrower and the Administrative Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Administrative Agent as to the increase in the amount of its Commitment and (C) each Non-Consenting Lender being replaced pursuant to this Section 2.16 shall have delivered to the Administrative Agent any Note or Notes held by such Non-Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Consenting Lender or Eligible Assignee, as of the Extension Date, will be substituted for such Non-Consenting Lender under this Agreement and shall be a Lender for all purposes of this Agreement, without any further acknowledgment by or the consent of the other Lenders, and the obligations of each such Non-Consenting Lender hereunder shall, by the provisions hereof, be released and discharged. (d) If (after giving effect to any assignments or assumptions pursuant to subsection (c) of this Section 2.16) Lenders having Revolving Credit Commitments equal to at least 50% of the Revolving Credit Commitments in effect immediately prior to the Extension Date consent in writing to a requested extension not later than one Business Day prior to such Extension Date, the Administrative Agent shall so notify the Borrower, and the Termination Date then in effect shall be extended for the additional one-year period as described specified above; provided that no Commitment Termination Date of any Lender shall be extended unless Lenders having Commitments in subsection an aggregate amount equal to at least 51% of the Commitments in effect at the time any such extension is requested shall have elected so to extend their Commitments. (aii) of this Section 2.16, and all references in this Agreement, and in the Notes, if any, Any Lender which does not give such notice to the “Termination Date” shall, with respect to each Consenting Lender Company and each Eligible Assignee for such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Administrative Agent shall notify be deemed to have elected not to extend as requested, and the Commitment of each non-extending Lender shall terminate on its Commitment Termination Date determined without giving effect to such requested 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 Lender) to replace a non-extending Lender. 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 and Swingline Loans shall be redetermined on the basis of their respective Commitments after giving effect to such termination, and the participation therein of the Lender Parties (includingwhose Commitment is terminated shall terminate; provided that the Borrowers shall, without limitation, each Eligible Assignee) if and to the extent necessary to permit such redetermination of participations in Letters of Credit and Swingline Loans within the limits of the extension Commitments which are not terminated, prepay on such date all or a portion of the scheduled Termination Date outstanding Loans or, to the extent that such redetermination cannot be effected within the limits of the Commitments even after all outstanding Loans have been prepaid, then the Borrowers shall Cash Collateralize the Letters of Credit to the extent of the excess, and such redetermination and termination of participations in effect immediately prior thereto outstanding Letters of Credit and Swingline Loans shall thereupon record in the Register the relevant information with respect to each such Consenting Lender and each such Eligible Assigneebe conditioned upon their having done so.

Extension of Commitments. (a) At least 45 The Borrower may, by notice to the Administrative Agent (which shall promptly deliver a copy to each of the Lenders) given not less than 30 days but and not more than 60 days prior to the first Commitment Termination Date then in effect, request that the Lenders extend the Commitment 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 Borrower agrees to pay as consideration for such extension, any changes to the Applicable Facility Fee Rate, Applicable Margin, and/or second anniversaries Applicable Utilization Fee Rate that will apply during the term of such extension and the Closing Dateamendments, if any, to the Borrowercovenants contained herein or other provisions hereof proposed by the Borrower to be applicable during the term of such extension. Each Lender shall, by written notice to the Administrative Agent, may request an extension of the Termination Date in effect at such time by one year from its then scheduled expiration. The Administrative Agent shall promptly notify each Lender Party of such request, and each Lender Party shall in turn, in its sole discretion, not later than 30 days prior to the applicable anniversary date, notify the Borrower and the Administrative Agent given not earlier than the 30th day and not later than the 15th day prior to the Commitment Termination Date then in writing as to whether such Lender Party will consent to such extension. If any Lender Party shall fail to notify effect, advise the Administrative Agent and the Borrower in writing of its consent to any such request for extension of the Termination Date at least 30 days prior whether or not it agrees to such anniversary date, extension on the terms set forth in such notice. Any Lender Party that has not so advised the Administrative Agent by such day shall be deemed to be a Non-Consenting Lender with respect have declined to agree to such request. The Administrative Agent shall notify the Borrower not later than 25 days prior to the applicable anniversary date of the decision of the Lender Parties regarding the Borrower’s request for an extension of the Termination Dateextension. (b) If all (and only if) Lenders (including any Lenders 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 Commitment Termination Date (each such Lender Parties consent being called an "Extending Lender", and Lenders not having so agreed being called "Non-Extending Lenders"), then, if the Borrower shall so elect in writing a notice delivered to any the Administrative Agent not earlier than the 15th day and not later than the 10th day prior to the Commitment Termination Date then in effect, the Commitment Termination Date shall be extended as to such request Extending Lenders for the additional period and on the terms specified in accordance with subsection the Borrower's notice provided for under paragraph (a) of and, if such terms vary from those contained in this Section 2.16Agreement, the Borrower and the Extending Lenders shall enter into an amendment to this Agreement to be effective as of the Commitment Termination Date in effect at such time shall, effective as at the Termination Date (the “Extension Date”), be extended for one year. If less than all of the Lender Parties consent in writing to any such request in accordance with subsection (a) of this Section 2.16, the Termination Date in effect at such time shall, effective as at the applicable Extension Date and subject to subsection (d) of this Section 2.16, be extended as to those Lender Parties that so consented (each a “Consenting Lender”) but shall not be extended as to any other Lender Party (each a “Non-Consenting Lender”). To the extent that the Termination Date is not extended as to any Lender Party pursuant to this Section 2.16 and the Commitment(s) of such Lender Party are not assumed in accordance with subsection (c) of this Section 2.16 on or prior to the applicable Extension Date, the Commitment(s) of such Non-Consenting Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the Borrower, such Lender Party or any other Person; provided that such Non-Consenting Lender’s rights under Sections 3.3, 3.4, 3.5, 3.6, 3.7, 11.3 and 11.4 and its obligations under Section 10.2, shall survive the Termination Date for such Lender Party as to matters occurring prior to such date. It is understood and agreed that no Lender Party extension pursuant to which such terms shall have any obligation whatsoever be given effect as to agree to any request made by the Borrower for any requested extension of and the Termination DateExtending Lenders and, to the extent consistent with Section 10.11, the other Lenders. (c) If less than all of the Lender Parties Lenders consent to any such extension request pursuant to subsection paragraph (a), the Administrative Agent shall promptly so notify the Extending Lenders, and each Extending Lender may, in its sole discretion, give written notice to the Administrative Agent not later than 10 days prior to the Commitment Termination Date in effect prior to giving effect to the extension provided for in paragraph (b) (the "Existing Commitment Termination Date") of this the amount 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 2.1610.10. 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 the Commitment Termination Date, the Borrower may (i) arrange for one or more Consenting Extending Lenders or other Person assignees eligible to be become Lenders hereunder (each, an assignee "Extension Assuming Lender"), to accept and assume the unassigned amounts of a Lender pursuant 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 Section 11.11.1 the requirements of paragraph (b) above, reduce the aggregate amount of the Commitments to an “Eligible Assignee”) amount equal to assume, effective the aggregate amount of Commitments held by all Extending Lenders and Extension Assuming Lenders all as of the Extension Existing Commitment Termination Date, any Non-Consenting Lender’s Commitment(s) and all of . On the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting Lender; provided, however, thatExisting Commitment Termination Date: (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 Consenting Non-Extending Lenders, and any outstanding amounts paid by such Non-Extending Lenders pursuant to Section 2.13(d), all as assigned, accepted and assumed in accordance with this paragraph (c), together with any accrued interest thereon as of the Existing Commitment Termination Date; (ii) any accrued fees and other amounts payable hereunder to any Non-Extending Lender or Eligible Assignee as of the Existing Commitment Termination Date shall have be paid to such Non-Consenting Extending Lender (A) by the aggregate principal amount of, Borrower or by such Extending Lenders and any interest accrued and unpaid to the effective date of the assignment on, the outstanding Advances, if any, of such Non-Consenting Lender plus (B) any accrued but unpaid facility fees owing to such Non-Consenting Lender as of the effective date of such assignment; (ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunderExtension Assuming Lenders, as of the effective date of may be agreed by such assignment shall have been paid to such Non-Consenting Lenderparties; and (iii) with respect to any such Eligible AssigneeExtension Assuming Lender, the applicable processing and recordation fee required under Section 11.11.1 for 10.10 shall be paid. The Commitment of any Extension Assuming Lender shall in no event be 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 the Existing Termination Date is less than $5,000,000, in which case such assignment shall have been paid; provided further that Extension Assuming Lender may accept and assume all of such lesser amount. Any such Non-Consenting Extending Lender’s 's rights under Sections 2.12, 3.3, 3.48.3, 3.510.3, 3.6, 3.7, 11.3 and 11.410.13, and its obligations under Section 10.29.6, shall survive such substitution as to matters occurring on or prior to the date of substitutionExisting Commitment Termination Date (and if such Non-Extending Lender shall continue to have Loans outstanding after the Existing Commitment Termination Date, shall continue in effect following the Existing Commitment Termination Date). At least three Business Days prior to the proposed effective date of any Extension Dateextension of the Commitment Termination Date pursuant to this Section, (A) each such Eligible AssigneeExtension Assuming Lender, if any, shall have delivered deliver to the Borrower and the Administrative Agent an Assignment Agreement or other agreement in a Lender Assignment Agreementform approved by the Administrative Agent and the Borrower evidencing such Extension Assuming Lender's Commitment and Related Credit Extensions, duly executed by such Eligible AssigneeExtension Assuming Lender, such Non-Consenting 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) any such Consenting Lender each Extending Lender, if any, shall have delivered written confirmation in writing satisfactory to the Borrower and the Administrative Agent as to the any increase in the amount of its Commitment and (C) each Related Credit Extensions resulting from its acceptance and assumption of all or a portion of the Commitments and Related Credit Extensions of the Non-Consenting Lender being replaced Extending Lenders. As of and following the effective date of any extension made pursuant to this Section 2.16 shall have delivered to the Administrative Agent any Note or Notes held by such Non-Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentenceSection, each such Consenting Extension Assuming Lender or Eligible Assignee, as of the Extension Date, will be substituted for such Non-Consenting Lender under this Agreement and shall be a Lender for all purposes of this Agreement, without any further acknowledgment by or the consent of the other Lenders, and the obligations of each such Non-Consenting Lender hereunder shall, by the provisions hereof, be released and discharged. (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 (after b) above, the Commitment of any Non-Extending Lender shall terminate on the Existing Commitment Termination Date, and the term "Maturity Date", as used herein, shall mean, as to the Related Credit Extensions of such Non-Extending Lender (to the extent not assumed pursuant to paragraph (c)), the Maturity Date in effect prior to giving effect to any assignments or assumptions pursuant to subsection (c) of this Section 2.16) Lenders having Revolving Credit Commitments equal to at least 50% of the Revolving Credit Commitments in effect immediately prior to the Extension Date consent in writing to a requested extension not later than one Business Day prior to such Extension Date, the Administrative Agent shall so notify the Borrower, and the Termination Date then in effect shall be extended for the additional one-year period as described in subsection (a) of this Section 2.16, and all references in this Agreement, and in the Notes, if any, to the “Termination Date” shall, with respect to each Consenting Lender and each Eligible Assignee for such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Administrative Agent shall notify the Lender Parties (including, without limitation, each Eligible Assignee) of the extension of the scheduled Termination Date in effect immediately prior thereto and shall thereupon record in the Register the relevant information with respect to each such Consenting Lender and each such Eligible Assigneeextension.

Extension of Commitments. (a) At least 45 days but The Borrower may, by notice to the Administrative Agent in substantially the form of Exhibit “I” hereto given not less than 60 nor more than 60 90 days prior to the first and/or second anniversaries yearly anniversary date of the Closing Effective Date, request that the Borrower, by written notice to the Administrative Agent, may request an extension of the then existing Commitment Termination Date in effect at such time by (as applicable, the “Existing Commitment Termination Date”) be extended to a date which is one year from its then scheduled expirationafter the Existing Commitment Termination Date (as applicable, the “New Commitment Termination Date”). The Administrative Agent shall promptly notify advise each Lender Party Bank of such request, . Each Bank shall consider such request and each Lender Party shall in turn, may elect to extend or not to extend in its sole discretionand independent discretion and may, not later than at its option, conduct a full credit evaluation of the Borrower in considering such request. Each Bank agreeing to such extension (each an “Extending Bank”) shall notify the Administrative Agent thereof (which shall notify the Borrower) on or prior to the date which is 30 days prior to the applicable anniversary dateExisting Commitment Termination Date (or if such 30th day is not a Business Day, notify then such notice may also be given on the Borrower and next succeeding Business Day) (the Administrative Agent in writing as “Consent Date”). Each Bank that determines not to whether such Lender Party will consent to such extension. If any Lender Party extend the Existing Commitment Termination Date (a “Non-Extending Bank”) shall fail to notify the Administrative Agent and (which shall notify the Borrower Borrower) of such fact promptly after such determination (but in writing of its consent to any such request for extension of event no later than the Termination Consent Date). Any Bank that does not advise the Administrative Agent on or before the Consent Date at least 30 days prior to such anniversary date, such Lender Party shall be deemed to be a Non-Consenting Lender with respect to Extending Bank until such request. The Administrative Agent Bank shall notify the Borrower not later than 25 days prior Administrative Agent as aforesaid that it agrees to the applicable anniversary date of the decision of the Lender Parties regarding the Borrower’s request for an extension of the Termination Datesuch extension. (b) If all The Borrower shall have the Lender Parties right at any time with the consent in writing of the Administrative Agent (which consent will not be unreasonably withheld) to any such request in accordance replace each Non-Extending Bank with subsection one or more other lenders (a) each for purposes of this Section 2.162.10, the Termination Date in effect at such time shall, effective as at the Termination Date (the a “Extension DateReplacement Bank”), be extended for one year. If less than all each of the Lender Parties consent in writing to any such request in accordance with subsection (a) of this Section 2.16, the Termination Date in effect at such time shall, effective as at the applicable Extension Date and subject to subsection (d) of this Section 2.16, be extended as to those Lender Parties that so consented (each a “Consenting Lender”) but shall not be extended as to any other Lender Party (each a “Non-Consenting Lender”). To the extent that the Termination Date is not extended as to any Lender Party pursuant to this Section 2.16 and the Commitment(s) of such Lender Party are not assumed in accordance with subsection (c) of this Section 2.16 on or prior to the applicable Extension Date, the Commitment(s) of such Non-Consenting Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the Borrower, such Lender Party or any other Person; provided that such Non-Consenting Lender’s rights under Sections 3.3, 3.4, 3.5, 3.6, 3.7, 11.3 and 11.4 and its obligations under Section 10.2, shall survive the Termination Date for such Lender Party as to matters occurring prior to such date. It is understood and agreed that no Lender Party which Replacement Banks shall have any obligation whatsoever to agree to any request made by entered into either a Transfer Supplement substantially in the Borrower for any requested extension form of the Termination Date. (c) If less than all of the Lender Parties consent to any such request pursuant to subsection (a) of this Section 2.16, the Borrower may arrange for one Exhibit “C” hereto or more Consenting Lenders or other Person eligible to be an assignee of a Lender pursuant to Section 11.11.1 (an “Eligible Assignee”) to assume, effective as of the Extension Date, any Non-Consenting Lender’s Commitment(s) agreement otherwise in form and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting Lender; provided, however, that: (i) any such Consenting Lender or Eligible Assignee shall have paid to such Non-Consenting Lender (A) the aggregate principal amount of, and any interest accrued and unpaid to the effective date of the assignment on, the outstanding Advances, if any, of such Non-Consenting Lender plus (B) any accrued but unpaid facility fees owing to such Non-Consenting Lender as of the effective date of such assignment; (ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non-Consenting Lender; and (iii) with respect to any such Eligible Assignee, the applicable processing and recordation fee required under Section 11.11.1 for such assignment shall have been paid; provided further that such Non-Consenting Lender’s rights under Sections 3.3, 3.4, 3.5, 3.6, 3.7, 11.3 and 11.4, and its obligations under Section 10.2, shall survive such substitution as to matters occurring prior to the date of substitution. At least three Business Days prior to any Extension Date, (A) each such Eligible Assignee, if any, shall have delivered to the Borrower and the Administrative Agent a Lender Assignment Agreement, duly executed by such Eligible Assignee, such Non-Consenting Lender, the Borrower and the Administrative Agent, (B) any such Consenting Lender shall have delivered confirmation in writing substance satisfactory to the Borrower and the Administrative Agent pursuant to which such Replacement Bank shall undertake all or any portion of the Commitment(s) of one or more Non-Extending Banks (if any such Replacement Bank is a Bank, its Commitment shall be in addition to such Bank’s Commitment hereunder on such date). (c) If Banks holding Commitments (not including the Commitments of the Replacement Banks) that aggregate more than 50% of the aggregate amount of the Commitments (not including the Commitments of the Replacement Banks) shall, by the Consent Date, have agreed to extend the Existing Commitment Termination Date, then, effective as of the Existing Commitment Termination Date, such Existing Commitment Termination Date shall be extended as to the increase in the amount of its Commitment Extending Banks and (C) each Non-Consenting Lender being replaced pursuant to this Section 2.16 shall have delivered any Replacement Bank only to the Administrative Agent any Note or Notes held date so requested by the Borrower (provided, if such Non-Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i)date is not a Business Day, (ii) and (iii) of then such Commitment Termination Date as so extended shall be the immediately preceding sentenceBusiness Day), each such Consenting Lender or Eligible Assignee, as of the Extension Date, will be substituted for such Non-Consenting Lender under this Agreement and Commitment Termination Date shall be the New Commitment Termination Date as to the Extending Banks and any Replacement Bank only and each Replacement Bank shall thereupon become a Lender “Bank” for all purposes of this Agreement, without any further acknowledgment by or the consent of the other Lenders, and the obligations of each such Non-Consenting Lender hereunder shall, by the provisions hereof, be released and discharged. (d) If (after giving effect Notwithstanding the foregoing, the extension of the Existing Commitment Termination Date shall not be effective with respect to any assignments or assumptions pursuant to subsection Bank unless: (ci) Banks holding Commitments (not including the Commitments of this Section 2.16the Replacement Banks) Lenders having Revolving Credit Commitments equal to at least that aggregate more than 50% of the Revolving Credit aggregate amount of the Commitments (not including the Commitments of the Replacement Banks) shall, by the Consent Date, have agreed to extend the Existing Commitment Termination Date then in effect; (ii) the Administrative Agent has received the agreement to the extension, in writing, of the Borrower, the Replacement Banks and the Banks (other than the Non-Extending Banks) (which may consist of the Borrower’s request for the extension in substantially the form of Exhibit “I”, the consent of each extending Bank to the extension and the Transfer Supplement or other document executed by each Replacement Bank, if any, pursuant to Section 2.9(b)); and (iii) the Administrative Agent has received an Officer’s Certificate, dated no later than the Consent Date, to the effect immediately that since the date of the most recent audited financial statements furnished to the Banks pursuant to Section 9.1 prior to the Extension Date consent Consent Date, there has occurred no material adverse change in writing the business, operations, business prospects or financial condition of the Borrower and its Subsidiaries, taken as a whole; as of the date of said certificate, no Default has occurred or is continuing or will result from extending the Commitment Termination Date; and, as of the date of said certificate, the representations and warranties made by the Borrower in Section 8 (excluding Section 8.4(b)) are true and correct with the same force and effect as if made on and as of such date (unless stated to a requested relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all respects as of such earlier date). Upon fulfillment of all conditions for extension not later than one Business Day prior to such Extension of the Existing Commitment Termination Date, the Administrative Agent shall so notify the Borrower, and the Termination Date then in effect shall be extended for the additional one-year period as described in subsection (a) of this Section 2.16, and all references in this Agreement, and in the Notes, if any, issue a letter to the “Termination Date” shall, with respect Borrower stating that all conditions precedent to each Consenting Lender and each Eligible Assignee for such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Administrative Agent shall notify the Lender Parties (including, without limitation, each Eligible Assignee) of the extension of the scheduled Existing Commitment Termination Date in effect immediately prior thereto have been fulfilled and setting forth the New Commitment Termination Date. (e) If the Existing Commitment Termination Date is not extended as aforesaid, the Borrower shall thereupon record in not be entitled to request any further extensions of the Register Existing Commitment Termination Date. If the relevant information Existing Commitment Termination Date is not extended with respect to a particular Non-Extending Bank pursuant to Section 2.10(a), then the existing Commitment of a Non-Extending Bank shall continue until the Existing Commitment Termination Date (which shall be the Commitment Termination Date for such Bank with respect to the Accommodations Outstanding together with all accrued interest and Fees and other amounts owing to such Bank), at which time the aggregate Commitments of the Banks hereunder shall be reduced by the Commitment of each such Consenting Lender Non-Extending Bank, unless a Replacement Bank agrees to undertake the entire Commitment of the Non-Extending Bank, as provided in Section 2.10(a), pursuant to either a Transfer Supplement substantially in the form of Exhibit “C” hereto or an agreement otherwise in form and each such Eligible Assigneesubstance satisfactory to the Borrower and the Administrative Agent.

Extension of Commitments. (ai) At least 45 days but not more The Company shall have the right, upon no earlier than 60 days prior to the first and/or second anniversaries of the Closing Date, the Borrower, by written but no later than 45 days’ notice to the Administrative AgentAgent (which shall promptly forward such notice to the Lenders) prior to each of the first two anniversaries of the Effective Date (each, may a “Relevant Anniversary”), to request an extension of that the Termination Date then in effect at such time by (the “Current Termination Date”) be extended to the date one year from its then scheduled expiration. The Administrative Agent shall promptly notify each after such Current Termination Date (such extended date, an “Extended Termination Date”). (ii) Each Lender Party of such request, and each Lender Party shall in turn, acting in its sole discretion, not later than 30 days prior to the applicable anniversary date, notify the Borrower and the Administrative Agent in writing as to whether such Lender Party individual discretion will consent to such extension. If any Lender Party shall fail use its reasonable efforts to notify the Administrative Agent and the Borrower in writing of its consent to any such request for extension of the Termination Date at least 30 20 days prior before the Relevant Anniversary whether it agrees to participate in such extension. Any Lender that does not so notify the Administrative Agent that it agrees to such anniversary dateextension at least 20 days before the Relevant Anniversary (each, such Lender Party a “Declining Lender”) shall be deemed continue to be a Non-Consenting Lender with respect a Commitment until the earlier of the Current Termination Date or until such Lender is replaced pursuant to such requestclause (iii) of this subsection (d) (but shall not have any Commitment during any extended period to which it has not agreed). The Administrative Agent shall notify the Borrower Company not later than 25 15 days prior to the applicable anniversary date Relevant Anniversary of the decision of the Lender Parties Lenders regarding the BorrowerCompany’s request for an extension of the Termination Date. (biii) If all the Lender Parties consent in writing to any such request in accordance with subsection (a) of this Section 2.16, the Termination Date in effect at such time shall, effective as at the Termination Date (the “Extension Date”), be extended for one year. If less than all of the Lender Parties consent in writing to any such request in accordance with subsection (a) of this Section 2.16, the Termination Date in effect at such time shall, effective as at the applicable Extension Date and subject to subsection (d) of this Section 2.16, be extended as to those Lender Parties that so consented (each a “Consenting Lender”) but shall not be extended as to any other Lender Party (each a “Non-Consenting Lender”). To the extent that the Termination Date is not extended as to any Lender Party pursuant to this Section 2.16 and the Commitment(s) of such Lender Party are not assumed in accordance with subsection (c) of this Section 2.16 on or prior to the applicable Extension Date, the Commitment(s) of such Non-Consenting Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the Borrower, such Lender Party or any other Person; provided that such Non-Consenting Lender’s rights under Sections 3.3, 3.4, 3.5, 3.6, 3.7, 11.3 and 11.4 and its obligations under Section 10.2, shall survive the Termination Date for such Lender Party as to matters occurring prior to such date. It is understood and agreed that no Lender Party The Company shall have any obligation whatsoever the right to agree to any request made by the Borrower for any requested extension of the Termination Date. (c) If less than all of the Lender Parties consent to any such request pursuant to subsection (a) of this Section 2.16, the Borrower may arrange for one or more Consenting Lenders or other Person eligible to be an assignee of a Lender pursuant to Section 11.11.1 (an “Eligible Assignee”) to assumereplace, effective as of the Extension Relevant Anniversary or the Current Termination Date, any Non-Consenting Lender’s Commitment(s) each Declining Lender with, and all of the obligations of such Non-Consenting Lender add as “Lenders” under this Agreement thereafter arisingAgreement, without recourse to one or warranty by, or expense to, such Non-Consenting Lender; provided, however, that: (i) any such Consenting Lender or Eligible Assignee shall have paid to such Non-Consenting Lender (A) more Additional Commitment Lenders with the aggregate principal amount of, and any interest accrued and unpaid to the effective date approval of the assignment on, the outstanding Advances, if any, of such Non-Consenting Lender plus (B) any accrued but unpaid facility fees owing to such Non-Consenting Lender as of the effective date of such assignment; (ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non-Consenting Lender; and (iii) with respect to any such Eligible Assignee, the applicable processing and recordation fee required under Section 11.11.1 for such assignment shall have been paid; provided further that such Non-Consenting Lender’s rights under Sections 3.3, 3.4, 3.5, 3.6, 3.7, 11.3 and 11.4, and its obligations under Section 10.2, shall survive such substitution as to matters occurring prior to the date of substitution. At least three Business Days prior to any Extension Date, (A) each such Eligible Assignee, if any, shall have delivered to the Borrower and the Administrative Agent (not to be unreasonably withheld), each of which Additional Commitment Lenders shall have entered into an Additional Commitment Agreement pursuant to which such Additional Commitment Lender shall undertake a Commitment (if any such Additional Commitment Lender Assignment Agreement, duly executed by such Eligible Assignee, such Non-Consenting is a Lender, the Borrower its Commitment shall be in addition to such Lender’s Commitment hereunder), and the Administrative Agent, (B) any such Consenting Additional Commitment Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Administrative Agent as to the increase in the amount of its Commitment and (C) each Non-Consenting Lender being replaced pursuant to this Section 2.16 shall have delivered to the Administrative Agent any Note or Notes held by such Non-Consenting become a “Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Consenting Lender or Eligible Assignee, as of the Extension Date, will be substituted for such Non-Consenting Lender under this Agreement and shall be a Lender ” for all purposes of this Agreement, without any further acknowledgment by Agreement on the Relevant Anniversary or the consent of Current Termination Date, as the other Lenders, and the obligations of each such Non-Consenting Lender hereunder shall, by the provisions hereof, be released and dischargedcase may be. (div) If (after giving effect and only if the total of the Commitments of the Lenders that have so agreed to extend the Termination Date, taking into account any assignments or assumptions Commitment increases pursuant to subsection clause (ciii) of this Section 2.16) Lenders having Revolving Credit Commitments equal to at least subsection (d), shall be more than 50% of the Revolving Credit aggregate amount of the Commitments in effect immediately prior to the Extension Date consent in writing to a requested extension not later than one Business Day prior to such Extension DateRelevant Anniversary, the Administrative Agent shall so notify the Borrower, and the Current Termination Date then in effect shall be extended for extended, effective as of the additional one-year period as described in subsection (a) of this Section 2.16, and all references in this Agreement, and in the Notes, if anyRelevant Anniversary, to the “Extended Termination Date” shall; provided that, with respect to each Consenting Lender and each Eligible Assignee for if such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Administrative Agent Commitments shall notify the Lender Parties (including, without limitation, each Eligible Assignee) be less than 100% of the extension aggregate amount of the scheduled Termination Date Commitments in effect immediately prior thereto and to the Relevant Anniversary, the Borrowers shall thereupon record have the right to rescind the request to so extend the Current Termination Date. The Borrowers agree to pay in the Register the relevant information with respect full all amounts owing hereunder to each Declining Lender on the Relevant Anniversary or the Current Termination Date, as the case may be, on which such Consenting Declining Lender is replaced as a Lender pursuant to clause (iii) of this subsection (d). (v) Notwithstanding the foregoing, each extension of the Termination Date hereunder pursuant to this subsection (d) shall be effective only if: (1) no Default or Event of Default has occurred and is continuing as of the date of the request pursuant to clause (i) above and the Relevant Anniversary; FIVE YEAR CREDIT AGREEMENT (2) all representations and warranties contained in Section 4.01 are true and correct in all material respects on and as of the date of the request pursuant to clause (i) above and the Relevant Anniversary, including without limitation the representation and warranty of the Borrowers as to the execution, delivery and performance by them of this Agreement and the Notes, taking into account such extension, having been duly authorized by all necessary corporate action (it being understood and agreed that any representation or warranty which expressly refers by its terms to a specified date shall be required to be true and correct in all material respects only as of such date); and (3) if on the Relevant Anniversary or the Current Termination Date there are Advances outstanding, appropriate adjustments shall be made among the Lenders to cause the outstanding Advances to be held ratably by all Lenders in accordance with their respective Commitments as of each such Eligible Assigneedate.

Extension of Commitments. (a) At least 45 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 60 days prior to three times during the first and/or second anniversaries term of the Closing Datethis Agreement), the BorrowerBorrowers may, by written notice (an “Extension Request”) given to the Administrative Agent, may request that the Stated Termination Date be extended. Each such Extension Request shall contemplate an extension of the Stated Termination Date in effect at such time by to a date that is one year from its after the Stated Termination Date then scheduled expiration. in effect. (b) The Administrative Agent shall promptly notify advise each Lender Party Bank of such request, and each Lender Party shall in turnits 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 30 the date (the “Extension Confirmation Date”) that is 20 days prior to after the applicable anniversary datedate of the Extension Request, notify the Borrower and the Administrative Agent in writing as to whether such Lender Party will which consent shall be irrevocable when given. Each Bank that does not consent to such extension. If extension (a “Non-Extending Bank”) shall notify ​ ​ the Agent of such fact promptly after such determination (but in any Lender Party shall fail to notify event no later than the Administrative Extension Confirmation Date) and any Bank that does not so advise the Agent and on or before the Borrower in writing of its consent to any such request for extension of the Termination Extension Confirmation Date at least 30 days prior to such anniversary date, such Lender Party shall be deemed to be a Non-Consenting Lender with respect to such requestExtending Bank. The Administrative Agent shall notify the Borrower not later than 25 days prior to the applicable anniversary date election of the decision of the Lender Parties regarding the Borrower’s request for an extension of the Termination Date. (b) If all the Lender Parties consent in writing to any such request in accordance with subsection (a) of this Section 2.16, the Termination Date in effect at such time shall, effective as at the Termination Date (the “Extension Date”), be extended for one year. If less than all of the Lender Parties consent in writing to any such request in accordance with subsection (a) of this Section 2.16, the Termination Date in effect at such time shall, effective as at the applicable Extension Date and subject to subsection (d) of this Section 2.16, be extended as to those Lender Parties that so consented (each a “Consenting Lender”) but shall not be extended as to any other Lender Party (each a “Non-Consenting Lender”). To the extent that the Termination Date is not extended as to any Lender Party pursuant to this Section 2.16 and the Commitment(s) of such Lender Party are not assumed in accordance with subsection (c) of this Section 2.16 on or prior to the applicable Extension Date, the Commitment(s) of such Non-Consenting Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the Borrower, such Lender Party or any other Person; provided that such Non-Consenting Lender’s rights under Sections 3.3, 3.4, 3.5, 3.6, 3.7, 11.3 and 11.4 and its obligations under Section 10.2, shall survive the Termination Date for such Lender Party as to matters occurring prior to such date. It is understood and agreed that no Lender Party shall have any obligation whatsoever Bank to agree to such extension (each such Bank is herein called an “Extending Bank”) shall not obligate any request made by other Bank to so agree. Subject to the Borrower for any requested extension Company’s right to replace a Bank pursuant to ‎Section 2.21, if the aggregate amount of Commitments of the Banks that have agreed to extend their Stated Termination Date. (c) If less than all of the Lender Parties consent to any such request pursuant to subsection (a) of this Section 2.16, the Borrower may arrange for one or more Consenting Lenders or other Person eligible to be an assignee of a Lender pursuant to Section 11.11.1 (an “Eligible Assignee”) to assume, effective as of the Extension Date, any Non-Consenting Lender’s Commitment(s) and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting Lender; provided, however, that: (i) any such Consenting Lender or Eligible Assignee shall have paid to such Non-Consenting Lender (A) the aggregate principal amount of, and any interest accrued and unpaid to the effective date of the assignment on, the outstanding Advances, if any, of such Non-Consenting Lender plus (B) any accrued but unpaid facility fees owing to such Non-Consenting Lender as of the effective date of such assignment; (ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non-Consenting Lender; and (iii) with respect to any such Eligible Assignee, the applicable processing and recordation fee required under Section 11.11.1 for such assignment shall have been paid; provided further that such Non-Consenting Lender’s rights under Sections 3.3, 3.4, 3.5, 3.6, 3.7, 11.3 and 11.4, and its obligations under Section 10.2, shall survive such substitution as to matters occurring prior to the date of substitution. At least three Business Days prior to any Extension Date, (A) each such Eligible Assignee, if any, shall have delivered to the Borrower and the Administrative Agent a Lender Assignment Agreement, duly executed by such Eligible Assignee, such Non-Consenting Lender, the Borrower and the Administrative Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Administrative Agent as to the increase in the amount of its Commitment and (C) each Non-Consenting Lender being replaced pursuant to this Section 2.16 shall have delivered to the Administrative Agent any Note or Notes held by such Non-Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Consenting Lender or Eligible Assignee, as of the Extension Date, will be substituted for such Non-Consenting Lender under this Agreement and Date shall be a Lender for all purposes of this Agreement, without any further acknowledgment by or the consent of the other Lenders, and the obligations of each such Non-Consenting Lender hereunder shall, by the provisions hereof, be released and discharged. (d) If (after giving effect to any assignments or assumptions pursuant to subsection (c) of this Section 2.16) Lenders having Revolving Credit Commitments equal to at least more than 50% of the Revolving Credit Total Commitments in effect immediately prior to the Extension Date consent in writing to a requested extension not later than one applicable Anniversary Date, then, promptly following the opening of business on the first Business Day prior to such following the applicable Extension Confirmation Date, the Administrative Agent shall so notify the Borrower, and the Termination Date then in effect shall be extended for the additional one-year period as described in subsection (a) of this Section 2.16, and all references in this Agreement, and in the Notes, if any, to the “Termination Date” shall, with respect to each Consenting Lender and each Eligible Assignee for such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Administrative Agent shall notify the Lender Parties Company in writing as to whether the requested extension has been granted (includingsuch written notice being an “Extension Confirmation Notice”) and, without limitationif granted, each Eligible Assignee) such extension shall become effective upon the issuance of the 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 2.21, and any such replacement Bank becomes a Bank on or before the earlier of (i) 30 days after the Extension Confirmation Date and (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 effective retroactively as of the Extension Confirmation Date. (c) In connection with any extension of the scheduled Stated Termination Date in effect immediately prior thereto and shall thereupon record in Date, the Register Company, the relevant information with respect to each such Consenting Lender Agent and each Bank may make such Eligible Assigneetechnical and conforming modifications to this Agreement as the Agent and the Company determine to be reasonably necessary to evidence the extension.

Extension of Commitments. (ai) At least 45 days but not more The Company shall have the right, upon no earlier than 60 days prior to the first and/or second anniversaries of the Closing Date, the Borrower, by written but no later than 45 days’ notice to the Administrative AgentAgent (which shall promptly forward such notice to the Lenders) prior to each of the first two anniversaries of the Effective Date (each, may a “Relevant Anniversary”), to request an extension of that the Termination Date then in effect at such time by (the “Current Termination Date”) be extended to the date one year from its then scheduled expiration. The Administrative Agent shall promptly notify each after such Current Termination Date (such extended date, an “Extended Termination Date”). (ii) Each Lender Party of such request, and each Lender Party shall in turn, acting in its sole discretion, not later than 30 days prior to the applicable anniversary date, notify the Borrower and the Administrative Agent in writing as to whether such Lender Party individual discretion will consent to such extension. If any Lender Party shall fail use its reasonable efforts to notify the Administrative Agent and the Borrower in writing of its consent to any such request for extension of the Termination Date at least 30 20 days prior before the Relevant Anniversary whether it agrees to participate in such extension. Any Lender that does not so notify the Administrative Agent that it agrees to such anniversary dateextension at least 20 days before the Relevant Anniversary (each, such Lender Party a “Declining Lender”) shall be deemed continue to be a Non-Consenting Lender with respect a Commitment until the earlier of the Current Termination Date or until such Lender is replaced pursuant to such requestclause (iii) of this subsection (c) (but shall not have any Commitment during any extended period to which it has not agreed). The Administrative Agent shall notify the Borrower Company not later than 25 15 days prior to the applicable anniversary date Relevant Anniversary of the decision of the Lender Parties Lenders regarding the BorrowerCompany’s request for an extension of the Termination Date.. AMENDED AND RESTATED FIVE YEAR CREDIT AGREEMENT (biii) If all the Lender Parties consent in writing to any such request in accordance with subsection (a) of this Section 2.16, the Termination Date in effect at such time shall, effective as at the Termination Date (the “Extension Date”), be extended for one year. If less than all of the Lender Parties consent in writing to any such request in accordance with subsection (a) of this Section 2.16, the Termination Date in effect at such time shall, effective as at the applicable Extension Date and subject to subsection (d) of this Section 2.16, be extended as to those Lender Parties that so consented (each a “Consenting Lender”) but shall not be extended as to any other Lender Party (each a “Non-Consenting Lender”). To the extent that the Termination Date is not extended as to any Lender Party pursuant to this Section 2.16 and the Commitment(s) of such Lender Party are not assumed in accordance with subsection (c) of this Section 2.16 on or prior to the applicable Extension Date, the Commitment(s) of such Non-Consenting Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the Borrower, such Lender Party or any other Person; provided that such Non-Consenting Lender’s rights under Sections 3.3, 3.4, 3.5, 3.6, 3.7, 11.3 and 11.4 and its obligations under Section 10.2, shall survive the Termination Date for such Lender Party as to matters occurring prior to such date. It is understood and agreed that no Lender Party The Company shall have any obligation whatsoever the right to agree to any request made by the Borrower for any requested extension of the Termination Date. (c) If less than all of the Lender Parties consent to any such request pursuant to subsection (a) of this Section 2.16, the Borrower may arrange for one or more Consenting Lenders or other Person eligible to be an assignee of a Lender pursuant to Section 11.11.1 (an “Eligible Assignee”) to assumereplace, effective as of the Extension Relevant Anniversary or the Current Termination Date, any Non-Consenting Lender’s Commitment(s) each Declining Lender with, and all of the obligations of such Non-Consenting Lender add as “Lenders” under this Agreement thereafter arisingAgreement, without recourse to one or warranty bymore banks or other financial institutions (each, or expense to, such Non-Consenting an “Additional Commitment Lender; provided, however, that: (i) any such Consenting Lender or Eligible Assignee shall have paid to such Non-Consenting Lender (A) the aggregate principal amount of, and any interest accrued and unpaid to the effective date of the assignment on, the outstanding Advances, if any, of such Non-Consenting Lender plus (B) any accrued but unpaid facility fees owing to such Non-Consenting Lender as of the effective date of such assignment; (ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non-Consenting Lender; and (iii”) with respect to any such Eligible Assignee, the applicable processing and recordation fee required under Section 11.11.1 for such assignment shall have been paid; provided further that such Non-Consenting Lender’s rights under Sections 3.3, 3.4, 3.5, 3.6, 3.7, 11.3 and 11.4, and its obligations under Section 10.2, shall survive such substitution as to matters occurring prior to the date approval of substitution. At least three Business Days prior to any Extension Date, (A) each such Eligible Assignee, if any, shall have delivered to the Borrower and the Administrative Agent a and each Swing Line Lender Assignment Agreement(not to be unreasonably withheld or delayed), duly executed by such Eligible Assignee, such Non-Consenting Lender, the Borrower and the Administrative Agent, (B) any such Consenting Lender each of which Additional Commitment Lenders shall have delivered confirmation entered into an agreement in writing form and substance reasonably satisfactory to the Borrower and the Administrative Agent as to the increase in the amount of its Commitment and (C) each Non-Consenting Lender being replaced pursuant to this Section 2.16 shall have delivered to the Administrative Agent (an “Additional Commitment Agreement”) pursuant to which such Additional Commitment Lender shall undertake a Commitment (if any Note or Notes held by such Non-Consenting Additional Commitment Lender is a Lender. Upon the payment or prepayment of all amounts referred , its Commitment shall be in addition to in clauses (isuch Lender’s Commitment hereunder), (ii) and (iii) of the immediately preceding sentence, each such Consenting Additional Commitment Lender or Eligible Assignee, as of the Extension Date, will be substituted for such Non-Consenting Lender under this Agreement and shall be become a Lender “Lender” for all purposes of this Agreement, without any further acknowledgment by Agreement on the Relevant Anniversary or the consent of Current Termination Date, as the other Lenders, and the obligations of each such Non-Consenting Lender hereunder shall, by the provisions hereof, be released and dischargedcase may be. (div) If (after giving effect and only if the total of the Commitments of the Lenders that have so agreed to extend the Termination Date, taking into account any assignments or assumptions Commitment increases pursuant to clause (iii) of this subsection (c) of this Section 2.16) Lenders having Revolving Credit Commitments equal to at least ), shall be more than 50% of the Revolving Credit aggregate amount of the Commitments in effect immediately prior to the Extension Date consent in writing to a requested extension not later than one Business Day prior to such Extension DateRelevant Anniversary, the Administrative Agent shall so notify the Borrower, and the Current Termination Date then in effect shall be extended for extended, effective as of the additional one-year period as described in subsection (a) of this Section 2.16, and all references in this Agreement, and in the Notes, if anyRelevant Anniversary, to the “Extended Termination Date” shall; provided that, with respect to each Consenting Lender and each Eligible Assignee for if such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Administrative Agent Commitments shall notify the Lender Parties (including, without limitation, each Eligible Assignee) be less than 100% of the extension aggregate amount of the scheduled Termination Date Commitments in effect immediately prior thereto and to the Relevant Anniversary, the Borrowers shall thereupon record have the right to rescind the request to so extend the Current Termination Date. The Borrowers agree to pay in the Register the relevant information with respect full all amounts owing hereunder to each Declining Lender on the Relevant Anniversary or the Current Termination Date, as the case may be, on which such Consenting Declining Lender is replaced as a Lender pursuant to clause (iii) of this subsection (c). (v) Notwithstanding the foregoing, each extension of the Termination Date hereunder pursuant to this subsection (c) shall be effective only if: (1) no Default or Event of Default has occurred and is continuing as of the date of the request pursuant to clause (i) above and the Relevant Anniversary; (2) all representations and warranties contained in Section 4.01 are true and correct in all material respects on and as of the date of the request pursuant to clause (i) above and the Relevant Anniversary, including without limitation the representation and warranty of the Borrowers as to the execution, delivery and performance by them of this Agreement and the Notes, taking into account such extension, having been duly authorized by all necessary corporate action (it being understood and agreed that any representation or warranty which expressly refers by its terms to a specified date shall be required to be true and correct in all material respects only as of such date); and (3) if on the Relevant Anniversary or the Current Termination Date there are Advances outstanding, appropriate adjustments shall be made among the Lenders to cause the outstanding Advances to be held ratably by all Lenders in accordance with their respective Commitments as of each such Eligible Assignee.date. AMENDED AND RESTATED FIVE YEAR CREDIT AGREEMENT

Extension of Commitments. (ai) At least 45 days but not more than 60 days prior to The Company may, so long as no Default then exists and the first and/or second anniversaries representations and warranties of the Closing DateBorrowers contained herein are true and correct at the time of notice, the Borrower, by written upon notice to the Administrative Agent, may request an extension Agent not less than 60 days but no more than 90 days prior to any anniversary of the Second Amendment Effective Date, propose to extend the Commitment Termination Date Dates for an additional one-year period measured from the Commitment Termination Dates then in effect at effect; provided that there shall be no more than two such time by one year from its then scheduled expirationextensions. The Administrative Agent shall promptly notify each Lender Party the Lenders of receipt of such request. Each Lender shall endeavor to respond to such request, and each Lender Party shall whether affirmatively or negatively (such determination in turnthe sole discretion of such Lender), in its sole discretion, not later than 30 days prior by notice to the applicable anniversary date, notify the Borrower Company and the Administrative Agent in writing as within 30 days. Subject to whether such Lender Party will consent to such extension. If any Lender Party shall fail to notify the execution by the Borrowers, the Administrative Agent and such Lenders of a duly completed Extension Agreement in substantially the Borrower in writing form of its consent to any such request for extension of Exhibit E, the Commitment Termination Date at least 30 days prior to such anniversary date, such Lender Party shall be deemed to be a Non-Consenting Lender with respect to such request. The Administrative Agent shall notify the Borrower not later than 25 days prior applicable to the applicable anniversary date Commitment of each Lender so affirmatively notifying the decision of the Lender Parties regarding the Borrower’s request for an extension of the Termination Date. (b) If all the Lender Parties consent in writing to any such request in accordance with subsection (a) of this Section 2.16, the Termination Date in effect at such time shall, effective as at the Termination Date (the “Extension Date”), be extended for one year. If less than all of the Lender Parties consent in writing to any such request in accordance with subsection (a) of this Section 2.16, the Termination Date in effect at such time shall, effective as at the applicable Extension Date and subject to subsection (d) of this Section 2.16, be extended as to those Lender Parties that so consented (each a “Consenting Lender”) but shall not be extended as to any other Lender Party (each a “Non-Consenting Lender”). To the extent that the Termination Date is not extended as to any Lender Party pursuant to this Section 2.16 and the Commitment(s) of such Lender Party are not assumed in accordance with subsection (c) of this Section 2.16 on or prior to the applicable Extension Date, the Commitment(s) of such Non-Consenting Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the Borrower, such Lender Party or any other Person; provided that such Non-Consenting Lender’s rights under Sections 3.3, 3.4, 3.5, 3.6, 3.7, 11.3 and 11.4 and its obligations under Section 10.2, shall survive the Termination Date for such Lender Party as to matters occurring prior to such date. It is understood and agreed that no Lender Party shall have any obligation whatsoever to agree to any request made by the Borrower for any requested extension of the Termination Date. (c) If less than all of the Lender Parties consent to any such request pursuant to subsection (a) of this Section 2.16, the Borrower may arrange for one or more Consenting Lenders or other Person eligible to be an assignee of a Lender pursuant to Section 11.11.1 (an “Eligible Assignee”) to assume, effective as of the Extension Date, any Non-Consenting Lender’s Commitment(s) and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting Lender; provided, however, that: (i) any such Consenting Lender or Eligible Assignee shall have paid to such Non-Consenting Lender (A) the aggregate principal amount of, and any interest accrued and unpaid to the effective date of the assignment on, the outstanding Advances, if any, of such Non-Consenting Lender plus (B) any accrued but unpaid facility fees owing to such Non-Consenting Lender as of the effective date of such assignment; (ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non-Consenting Lender; and (iii) with respect to any such Eligible Assignee, the applicable processing and recordation fee required under Section 11.11.1 for such assignment shall have been paid; provided further that such Non-Consenting Lender’s rights under Sections 3.3, 3.4, 3.5, 3.6, 3.7, 11.3 and 11.4, and its obligations under Section 10.2, shall survive such substitution as to matters occurring prior to the date of substitution. At least three Business Days prior to any Extension Date, (A) each such Eligible Assignee, if any, shall have delivered to the Borrower Company and the Administrative Agent a Lender Assignment Agreement, duly executed by such Eligible Assignee, such Non-Consenting Lender, the Borrower and the Administrative Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Administrative Agent as to the increase in the amount of its Commitment and (C) each Non-Consenting Lender being replaced pursuant to this Section 2.16 shall have delivered to the Administrative Agent any Note or Notes held by such Non-Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Consenting Lender or Eligible Assignee, as of the Extension Date, will be substituted for such Non-Consenting Lender under this Agreement and shall be a Lender for all purposes of this Agreement, without any further acknowledgment by or the consent of the other Lenders, and the obligations of each such Non-Consenting Lender hereunder shall, by the provisions hereof, be released and discharged. (d) If (after giving effect to any assignments or assumptions pursuant to subsection (c) of this Section 2.16) Lenders having Revolving Credit Commitments equal to at least 50% of the Revolving Credit Commitments in effect immediately prior to the Extension Date consent in writing to a requested extension not later than one Business Day prior to such Extension Date, the Administrative Agent shall so notify the Borrower, and the Termination Date then in effect shall be extended for the additional one-year period as described specified above; provided that no Commitment Termination Date of any Lender shall be extended unless Lenders having Commitments in subsection an aggregate amount equal to at least 51% of the Commitments in effect at the time any such extension is requested shall have elected so to extend their Commitments. (aii) of this Section 2.16, and all references in this Agreement, and in the Notes, if any, Any Lender which does not give such notice to the “Termination Date” shall, with respect to each Consenting Lender Company and each Eligible Assignee for such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Administrative Agent shall notify be deemed to have elected not to extend as requested, and the Commitment of each non-extending Lender shall terminate on its Commitment Termination Date determined without giving effect to such requested 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 Lender) to replace a non-extending Lender. 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 and Swingline Loans shall be redetermined on the basis of their respective Commitments after giving effect to such termination, and the participation therein of the Lender Parties (includingwhose Commitment is terminated shall terminate; provided that the Borrowers shall, without limitation, each Eligible Assignee) if and to the extent necessary to permit such redetermination of participations in Letters of Credit and Swingline Loans within the limits of the extension Commitments which are not terminated, prepay on such date all or a portion of the scheduled Termination Date outstanding Loans or, to the extent that such redetermination cannot be effected within the limits of the Commitments even after all outstanding Loans have been prepaid, then the Borrowers shall Cash Collateralize the Letters of Credit to the extent of the excess, and such redetermination and termination of participations in effect immediately prior thereto outstanding Letters of Credit and Swingline Loans shall thereupon record in the Register the relevant information with respect to each such Consenting Lender and each such Eligible Assigneebe conditioned upon their having done so.

Extension of Commitments. (ai) At least 45 days but not more The Company shall have the right, upon no earlier than 60 days prior to the first and/or second anniversaries of the Closing Date, the Borrower, by written but no later than 45 days’ notice to the Administrative AgentAgent (which shall promptly forward such notice to the Lenders) prior to each of the first two anniversaries of the Effective Date (each, may a “Relevant Anniversary”), to request an extension of that the Termination Date then in effect at such time by (the “Current Termination Date”) be extended to the date one year from its then scheduled expiration. The Administrative Agent shall promptly notify each after such Current Termination Date (such extended date, an “Extended Termination Date”). (ii) Each Lender Party of such request, and each Lender Party shall in turn, acting in its sole discretion, not later than 30 days prior to the applicable anniversary date, notify the Borrower and the Administrative Agent in writing as to whether such Lender Party individual discretion will consent to such extension. If any Lender Party shall fail use its reasonable efforts to notify the Administrative Agent and the Borrower in writing of its consent to any such request for extension of the Termination Date at least 30 20 days prior before the Relevant Anniversary whether it agrees to participate in such extension. Any Lender that does not so notify the Administrative Agent that it agrees to such anniversary dateextension at least 20 days before the Relevant Anniversary (each, such Lender Party a “Declining Lender”) shall be deemed continue to be a Non-Consenting Lender with respect a Commitment until the earlier of the Current Termination Date or until such Lender is replaced pursuant to such requestclause (iii) of this subsection (c) (but shall not have any Commitment during any extended period to which it has not agreed). The Administrative Agent shall notify the Borrower Company not later than 25 15 days prior to the applicable anniversary date Relevant Anniversary of the decision of the Lender Parties Lenders regarding the BorrowerCompany’s request for an extension of the Termination Date.. AMENDED AND RESTATED FIVE YEAR CREDIT AGREEMENT (biii) If all the Lender Parties consent in writing to any such request in accordance with subsection (a) of this Section 2.16, the Termination Date in effect at such time shall, effective as at the Termination Date (the “Extension Date”), be extended for one year. If less than all of the Lender Parties consent in writing to any such request in accordance with subsection (a) of this Section 2.16, the Termination Date in effect at such time shall, effective as at the applicable Extension Date and subject to subsection (d) of this Section 2.16, be extended as to those Lender Parties that so consented (each a “Consenting Lender”) but shall not be extended as to any other Lender Party (each a “Non-Consenting Lender”). To the extent that the Termination Date is not extended as to any Lender Party pursuant to this Section 2.16 and the Commitment(s) of such Lender Party are not assumed in accordance with subsection (c) of this Section 2.16 on or prior to the applicable Extension Date, the Commitment(s) of such Non-Consenting Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the Borrower, such Lender Party or any other Person; provided that such Non-Consenting Lender’s rights under Sections 3.3, 3.4, 3.5, 3.6, 3.7, 11.3 and 11.4 and its obligations under Section 10.2, shall survive the Termination Date for such Lender Party as to matters occurring prior to such date. It is understood and agreed that no Lender Party The Company shall have any obligation whatsoever the right to agree to any request made by the Borrower for any requested extension of the Termination Date. (c) If less than all of the Lender Parties consent to any such request pursuant to subsection (a) of this Section 2.16, the Borrower may arrange for one or more Consenting Lenders or other Person eligible to be an assignee of a Lender pursuant to Section 11.11.1 (an “Eligible Assignee”) to assumereplace, effective as of the Extension Relevant Anniversary or the Current Termination Date, any Non-Consenting Lender’s Commitment(s) each Declining Lender with, and all of the obligations of such Non-Consenting Lender add as “Lenders” under this Agreement thereafter arisingAgreement, without recourse to one or warranty bymore banks or other financial institutions (each, or expense to, such Non-Consenting an “Additional Commitment Lender; provided, however, that: (i) any such Consenting Lender or Eligible Assignee shall have paid to such Non-Consenting Lender (A) the aggregate principal amount of, and any interest accrued and unpaid to the effective date of the assignment on, the outstanding Advances, if any, of such Non-Consenting Lender plus (B) any accrued but unpaid facility fees owing to such Non-Consenting Lender as of the effective date of such assignment; (ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non-Consenting Lender; and (iii”) with respect to any such Eligible Assignee, the applicable processing and recordation fee required under Section 11.11.1 for such assignment shall have been paid; provided further that such Non-Consenting Lender’s rights under Sections 3.3, 3.4, 3.5, 3.6, 3.7, 11.3 and 11.4, and its obligations under Section 10.2, shall survive such substitution as to matters occurring prior to the date approval of substitution. At least three Business Days prior to any Extension Date, (A) each such Eligible Assignee, if any, shall have delivered to the Borrower and the Administrative Agent a and each Swing Line Lender Assignment Agreement(not to be unreasonably withheld or delayed), duly executed by such Eligible Assignee, such Non-Consenting Lender, the Borrower and the Administrative Agent, (B) any such Consenting Lender each of which Additional Commitment Lenders shall have delivered confirmation entered into an agreement in writing form and substance reasonably satisfactory to the Borrower and the Administrative Agent as to the increase in the amount of its Commitment and (C) each Non-Consenting Lender being replaced pursuant to this Section 2.16 shall have delivered to the Administrative Agent (an “Additional Commitment Agreement”) pursuant to which such Additional Commitment Lender shall undertake a Commitment (if any Note or Notes held by such Non-Consenting Additional Commitment Lender is a Lender. Upon the payment or prepayment of all amounts referred , its Commitment shall be in addition to in clauses (isuch Xxxxxx’s Commitment hereunder), (ii) and (iii) of the immediately preceding sentence, each such Consenting Additional Commitment Lender or Eligible Assignee, as of the Extension Date, will be substituted for such Non-Consenting Lender under this Agreement and shall be become a Lender “Lender” for all purposes of this Agreement, without any further acknowledgment by Agreement on the Relevant Anniversary or the consent of Current Termination Date, as the other Lenders, and the obligations of each such Non-Consenting Lender hereunder shall, by the provisions hereof, be released and dischargedcase may be. (div) If (after giving effect and only if the total of the Commitments of the Lenders that have so agreed to extend the Termination Date, taking into account any assignments or assumptions Commitment increases pursuant to clause (iii) of this subsection (c) of this Section 2.16) Lenders having Revolving Credit Commitments equal to at least ), shall be more than 50% of the Revolving Credit aggregate amount of the Commitments in effect immediately prior to the Extension Date consent in writing to a requested extension not later than one Business Day prior to such Extension DateRelevant Anniversary, the Administrative Agent shall so notify the Borrower, and the Current Termination Date then in effect shall be extended for extended, effective as of the additional one-year period as described in subsection (a) of this Section 2.16, and all references in this Agreement, and in the Notes, if anyRelevant Anniversary, to the “Extended Termination Date” shall; provided that, with respect to each Consenting Lender and each Eligible Assignee for if such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Administrative Agent Commitments shall notify the Lender Parties (including, without limitation, each Eligible Assignee) be less than 100% of the extension aggregate amount of the scheduled Termination Date Commitments in effect immediately prior thereto and to the Relevant Anniversary, the Borrowers shall thereupon record have the right to rescind the request to so extend the Current Termination Date. The Borrowers agree to pay in the Register the relevant information with respect full all amounts owing hereunder to each Declining Lender on the Relevant Anniversary or the Current Termination Date, as the case may be, on which such Consenting Declining Lender is replaced as a Lender pursuant to clause (iii) of this subsection (c). (v) Notwithstanding the foregoing, each extension of the Termination Date hereunder pursuant to this subsection (c) shall be effective only if: (1) no Default or Event of Default has occurred and is continuing as of the date of the request pursuant to clause (i) above and the Relevant Anniversary; (2) all representations and warranties contained in Section 4.01 are true and correct in all material respects on and as of the date of the request pursuant to clause (i) above and the Relevant Anniversary, including without limitation the representation and warranty of the Borrowers as to the execution, delivery and performance by them of this Agreement, taking into account such extension, having been duly authorized by all necessary corporate action (it being understood and agreed that any representation or warranty which expressly refers by its terms to a specified date shall be required to be true and correct in all material respects only as of such date); and (3) if on the Relevant Anniversary or the Current Termination Date there are Advances outstanding, appropriate adjustments shall be made among the Lenders to cause the outstanding Advances to be held ratably by all Lenders in accordance with their respective Commitments as of each such Eligible Assignee.date. AMENDED AND RESTATED FIVE YEAR CREDIT AGREEMENT

Extension of Commitments. (a) At least 45 days but The Borrower may, upon not more than 60 45 days' (but no later than 30 days prior to the first and/or second anniversaries then existing Commitment Termination Date) notice prior to the then current Commitment Termination Date to the Administrative Agent (which shall notify each Lender of receipt of such request), propose to extend the Closing DateCommitment Termination Date for an additional 364 days measured from the Commitment Termination Date then in effect. Each Lender shall endeavor to respond to such request, whether affirmatively or negatively (such determination to be in the Borrowerindividual and sole discretion of such Lender), by written notice to the Administrative Agent, may request an extension of the Termination Date in effect at such time by one year from its then scheduled expiration. The Administrative Agent shall promptly notify each Lender Party of such request, and each Lender Party shall in turn, in its sole discretion, not later no earlier than 30 days prior to the then existing Commitment Termination Date (but in any event no later than 20 days prior to the then existing Commitment Termination Date). The Administrative Agent will notify the Borrower, in writing, of the Lenders' responses no later than 15 days prior to the then existing Commitment Termination Date. Subject to the execution by the Borrower, the Administrative Agent and such Lenders of a duly completed Extension Agreement in substantially the form of Exhibit E hereto, the Commitment Termination Date applicable anniversary date, notify to the Commitment of each Lender so affirmatively notifying the Borrower and the Administrative Agent in writing (each a "CONSENTING LENDER") shall, effective as to whether such Lender Party will consent to such extension. If at the Commitment Termination Date (the "EXTENSION DATE"), be extended for the period specified above; provided that no Commitment Termination Date of any Lender Party shall fail be extended unless by the date 15 days prior to notify the Commitment Termination Date then in effect, Lenders having at least 50% in aggregate amount of the Commitments in effect at the time any such extension is requested shall have elected so to extend their Commitments. Any Lender which does not give such notice to the Borrower and the Administrative Agent and by the Borrower in writing of its consent to any such request for extension of the Termination Date at least 30 date 15 days prior to such anniversary datethe Commitment Termination Date then in effect (each, such Lender Party a "NON-CONSENTING LENDER") shall be deemed to be a Nonhave elected not to extend as requested, and the Commitment of each non-Consenting extending Lender with respect shall terminate on its Commitment Termination Date determined without giving effect to such request. The Administrative Agent shall notify the Borrower not later than 25 days prior to the applicable anniversary date of the decision of the Lender Parties regarding the Borrower’s request for an extension of the Termination Daterequested extension. (b) If all the any Lender Parties consent in writing party to any such request in accordance with this Agreement shall not elect to extend its Commitment pursuant to subsection (a) of this Section 2.162.17, the Termination Date in effect at such time shallBorrower may designate another lender or other lenders (which may be, effective as but need not be, one or more of the Lenders), which at the Termination Date (the “Extension Date”), be extended for one year. If less than all of the Lender Parties consent in writing time agree to any such request in accordance with subsection (a) of this Section 2.16, the Termination Date in effect at such time shall, effective as at the applicable Extension Date and subject to subsection (d) of this Section 2.16, be extended as to those Lender Parties that so consented (each become a “Consenting Lender”) but shall not be extended as to any other Lender Party (each a “Non-Consenting Lender”). To the extent that the Termination Date is not extended as to any Lender Party pursuant party to this Section 2.16 and the Commitment(s) of such Lender Party are not assumed in accordance with subsection Agreement (c) of this Section 2.16 on or prior to the applicable Extension Dateeach, the Commitment(s) of such Non-Consenting Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the Borrower, such Lender Party or any other Person; provided that such Non-Consenting Lender’s rights under Sections 3.3, 3.4, 3.5, 3.6, 3.7, 11.3 and 11.4 and its obligations under Section 10.2, shall survive the Termination Date for such Lender Party as to matters occurring prior to such date. It is understood and agreed that no Lender Party shall have any obligation whatsoever to agree to any request made by the Borrower for any requested extension of the Termination Datean "ASSUMING LENDER"). (c) If less than all of the Lender Parties Lenders consent to any such request pursuant to subsection (a) of this Section 2.162.17, the Administrative Agent shall promptly so notify the Consenting Lenders, and each Consenting Lender may, in its sole discretion, give written notice to the Administrative Agent not later than 10 days prior to the Commitment Termination Date then in effect of the amount of the Non-Consenting Lenders' Commitments for which it is willing to accept an assignment. If the Consenting Lenders notify the Administrative Agent that they are willing to accept assignments of Commitments in an aggregate amount that exceeds the amount of the Commitments of the Non-Consenting Lenders, such Commitments shall be allocated among the Consenting Lenders willing to accept such assignments in such amounts as are agreed between the Borrower and the Administrative Agent. If after giving effect to the assignments of Commitments described above there remain any Commitments of Non-Consenting Lenders, the Borrower may arrange for one or more Consenting Lenders or other Person eligible to be an assignee of a Lender pursuant to Section 11.11.1 (an “Eligible Assignee”) Assignees as Assuming Lenders to assume, effective as of the Extension Date, any Non-Consenting Lender’s Commitment(s) 's Commitment and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting Lender; provided, however, that the amount of the Commitment of any such Assuming Lender as a result of such substitution shall in no event be less than $10,000,000 unless the amount of the Commitment of such Non-Consenting Lender is less than $10,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that: (i) any such Consenting Lender or Eligible Assignee Assuming Lender shall have paid to such Non-Consenting Lender (A) the aggregate principal amount of, and any interest accrued and unpaid to the effective date of the assignment on, the outstanding AdvancesLoans, if any, of such Non-Consenting Lender plus (B) any accrued but unpaid facility fees owing to such Non-Consenting Lender as of the effective date of such assignment; (ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non-Consenting Lender; and (iii) with respect to any such Eligible AssigneeAssuming Lender, the applicable processing and recordation fee required under Section 11.11.1 9.07(c) for such assignment shall have been paid; provided further that such Non-Consenting Lender’s 's rights and obligations under Sections 3.3, 3.4, 3.5, 3.6, 3.7, 11.3 8.03 and 11.4, and its obligations under Section 10.2, 9.03 shall survive such substitution assignment as to matters occurring prior to the date of substitutionassignment. At least three Domestic Business Days prior to any Extension Date, (A) each such Eligible AssigneeAssuming Lender, if any, shall have delivered to the Borrower and the Administrative Agent a Lender an Assignment and Assumption Agreement, duly executed by such Eligible AssigneeAssuming Lender, such Non-Consenting Lender, the Borrower and the Administrative Agent, and (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Administrative Agent as to the increase in the amount of its Commitment and (C) each Non-Consenting Lender being replaced pursuant to this Section 2.16 2.17 shall have delivered to the Administrative Agent any Note or Notes held by such Non-Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Consenting Lender or Eligible AssigneeAssuming Lender, as of the Extension Date, will be substituted for such Non-Consenting Lender under this Agreement and shall be a Lender for all purposes of this Agreement, without any further acknowledgment acknowledgement by or the consent of the other Lenders, and the obligations of each such Non-Consenting Lender hereunder shall, by the provisions hereof, be released and discharged. (d) If (after giving effect to , except for any assignments or assumptions pursuant to subsection (c) of this Section 2.16) Lenders having Revolving Credit Commitments equal to at least 50% of the Revolving Credit Commitments in effect immediately obligations which accrue prior to the Extension Date consent in writing to a requested extension not later than one Business Day prior to date of such Extension Date, the Administrative Agent shall so notify the Borrower, and the Termination Date then in effect shall be extended for the additional one-year period as described in subsection (a) of this Section 2.16, and all references in this Agreement, and in the Notes, if any, to the “Termination Date” shall, with respect to each Consenting Lender and each Eligible Assignee for such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Administrative Agent shall notify the Lender Parties (including, without limitation, each Eligible Assignee) of the extension of the scheduled Termination Date in effect immediately prior thereto and shall thereupon record in the Register the relevant information with respect to each such Consenting Lender and each such Eligible Assigneepayment or prepayment.

Extension of Commitments. (ai) At least 45 days but not more than 60 days prior to The Company may, so long as no Default then exists and the first and/or second anniversaries representations and warranties of the Closing DateBorrowers contained herein are true and correct at the time of notice, the Borrower, by written upon notice to the Administrative Agent, may request an extension Agent not less than 60 days but no more than 90 days prior to any anniversary of the Initial Effective Date, propose to extend the Commitment Termination Date Dates for an additional one-year period measured from the Commitment Termination Dates then in effect at effect; provided that there shall be no more than two such time by one year from its then scheduled expirationextensions. The Administrative Agent shall promptly notify each Lender Party the Lenders of receipt of such request. Each Lender shall endeavor to respond to such request, and each Lender Party shall whether affirmatively or negatively (such determination in turnthe sole discretion of such Lender), in its sole discretion, not later than 30 days prior by notice to the applicable anniversary date, notify the Borrower Company and the Administrative Agent in writing as within 30 days. Subject to whether such Lender Party will consent to such extension. If any Lender Party shall fail to notify the execution by the Borrowers, the Administrative Agent and such Lenders of a duly completed Extension Agreement in substantially the Borrower in writing form of its consent to any such request for extension of Exhibit E, the Commitment Termination Date at least 30 days prior to such anniversary date, such Lender Party shall be deemed to be a Non-Consenting Lender with respect to such request. The Administrative Agent shall notify the Borrower not later than 25 days prior applicable to the applicable anniversary date Commitment of each Lender so affirmatively notifying the decision of the Lender Parties regarding the Borrower’s request for an extension of the Termination Date. (b) If all the Lender Parties consent in writing to any such request in accordance with subsection (a) of this Section 2.16, the Termination Date in effect at such time shall, effective as at the Termination Date (the “Extension Date”), be extended for one year. If less than all of the Lender Parties consent in writing to any such request in accordance with subsection (a) of this Section 2.16, the Termination Date in effect at such time shall, effective as at the applicable Extension Date and subject to subsection (d) of this Section 2.16, be extended as to those Lender Parties that so consented (each a “Consenting Lender”) but shall not be extended as to any other Lender Party (each a “Non-Consenting Lender”). To the extent that the Termination Date is not extended as to any Lender Party pursuant to this Section 2.16 and the Commitment(s) of such Lender Party are not assumed in accordance with subsection (c) of this Section 2.16 on or prior to the applicable Extension Date, the Commitment(s) of such Non-Consenting Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the Borrower, such Lender Party or any other Person; provided that such Non-Consenting Lender’s rights under Sections 3.3, 3.4, 3.5, 3.6, 3.7, 11.3 and 11.4 and its obligations under Section 10.2, shall survive the Termination Date for such Lender Party as to matters occurring prior to such date. It is understood and agreed that no Lender Party shall have any obligation whatsoever to agree to any request made by the Borrower for any requested extension of the Termination Date. (c) If less than all of the Lender Parties consent to any such request pursuant to subsection (a) of this Section 2.16, the Borrower may arrange for one or more Consenting Lenders or other Person eligible to be an assignee of a Lender pursuant to Section 11.11.1 (an “Eligible Assignee”) to assume, effective as of the Extension Date, any Non-Consenting Lender’s Commitment(s) and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting Lender; provided, however, that: (i) any such Consenting Lender or Eligible Assignee shall have paid to such Non-Consenting Lender (A) the aggregate principal amount of, and any interest accrued and unpaid to the effective date of the assignment on, the outstanding Advances, if any, of such Non-Consenting Lender plus (B) any accrued but unpaid facility fees owing to such Non-Consenting Lender as of the effective date of such assignment; (ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non-Consenting Lender; and (iii) with respect to any such Eligible Assignee, the applicable processing and recordation fee required under Section 11.11.1 for such assignment shall have been paid; provided further that such Non-Consenting Lender’s rights under Sections 3.3, 3.4, 3.5, 3.6, 3.7, 11.3 and 11.4, and its obligations under Section 10.2, shall survive such substitution as to matters occurring prior to the date of substitution. At least three Business Days prior to any Extension Date, (A) each such Eligible Assignee, if any, shall have delivered to the Borrower Company and the Administrative Agent a Lender Assignment Agreement, duly executed by such Eligible Assignee, such Non-Consenting Lender, the Borrower and the Administrative Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Administrative Agent as to the increase in the amount of its Commitment and (C) each Non-Consenting Lender being replaced pursuant to this Section 2.16 shall have delivered to the Administrative Agent any Note or Notes held by such Non-Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Consenting Lender or Eligible Assignee, as of the Extension Date, will be substituted for such Non-Consenting Lender under this Agreement and shall be a Lender for all purposes of this Agreement, without any further acknowledgment by or the consent of the other Lenders, and the obligations of each such Non-Consenting Lender hereunder shall, by the provisions hereof, be released and discharged. (d) If (after giving effect to any assignments or assumptions pursuant to subsection (c) of this Section 2.16) Lenders having Revolving Credit Commitments equal to at least 50% of the Revolving Credit Commitments in effect immediately prior to the Extension Date consent in writing to a requested extension not later than one Business Day prior to such Extension Date, the Administrative Agent shall so notify the Borrower, and the Termination Date then in effect shall be extended for the additional one-year period as described specified above; provided that no Commitment Termination Date of any Lender shall be extended unless Lenders having Commitments in subsection an aggregate amount equal to at least 51% of the Commitments in effect at the time any such extension is requested shall have elected so to extend their Commitments. (aii) of this Section 2.16, and all references in this Agreement, and in the Notes, if any, Any Lender which does not give such notice to the “Termination Date” shall, with respect to each Consenting Lender Company and each Eligible Assignee for such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Administrative Agent shall notify be deemed to have elected not to extend as requested, and the Commitment of each non-extending Lender shall terminate on its Commitment Termination Date determined without giving effect to such requested 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 Lender) to replace a non-extending Lender. 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 and Swingline Loans shall be redetermined on the basis of their respective Commitments after giving effect to such termination, and the participation therein of the Lender Parties (includingwhose Commitment is terminated shall terminate; provided that the Borrowers shall, without limitation, each Eligible Assignee) if and to the extent necessary to permit such redetermination of participations in Letters of Credit and Swingline Loans within the limits of the extension Commitments which are not terminated, prepay on such date all or a portion of the scheduled Termination Date outstanding Loans or, to the extent that such redetermination cannot be effected within the limits of the Commitments even after all outstanding Loans have been prepaid, then the Borrowers shall Cash Collateralize the Letters of Credit to the extent of the excess, and such redetermination and termination of participations in effect immediately prior thereto outstanding Letters of Credit and Swingline Loans shall thereupon record in the Register the relevant information with respect to each such Consenting Lender and each such Eligible Assigneebe conditioned upon their having done so.

Extension of Commitments. (a) At least 45 days but The Borrower may, upon not more less than 60 days (but no later than 45 days prior to the first and/or second anniversaries then existing Termination Date) notice prior to the then current Termination Date to the Administrative Agent (which shall notify each Lender of receipt of such request), propose to extend the Closing DateTermination Date for an additional one year measured from the Termination Date then in effect. Each Lender shall endeavor to respond to such request, whether affirmatively or negatively (such determination to be in the Borrowerindividual and sole discretion of such Lender), by written notice to the Administrative Agent, may request an extension of the Termination Date in effect at such time by one year from its then scheduled expiration. The Administrative Agent shall promptly notify each Lender Party of such request, and each Lender Party shall in turn, in its sole discretion, not later no earlier than 30 days prior to the then existing Termination Date (but in any event no later than 20 days prior to the then existing Termination Date). The Administrative Agent will notify the Borrower, in writing, of the Lenders' responses no later than 15 days prior to the then existing Termination Date. Subject to the execution by the Borrower, the Administrative Agent and such Lenders of a duly completed Extension Agreement in substantially the form of Exhibit E hereto, the Termination Date applicable anniversary date, notify to the Commitment of each Lender so affirmatively notifying the Borrower and the Administrative Agent in writing as to whether such Lender Party will consent to such extension. If any Lender Party shall fail to notify the Administrative Agent and the Borrower in writing of its consent to any such request for extension of the Termination Date at least 30 days prior to such anniversary date, such Lender Party shall be deemed to be (each a Non-"Consenting Lender with respect to such request. The Administrative Agent shall notify the Borrower not later than 25 days prior to the applicable anniversary date of the decision of the Lender Parties regarding the Borrower’s request for an extension of the Termination Date. (bLender") If all the Lender Parties consent in writing to any such request in accordance with subsection (a) of this Section 2.16, the Termination Date in effect at such time shall, effective as at the Termination Date (the “"Extension Date”"), be extended for one year. If less than all the period specified above; provided that no Termination Date of any Lender shall be extended unless by the date 15 days prior to the Termination Date then in effect Lenders having at least 50% in aggregate amount of the Lender Parties consent Commitments in writing to effect at the time any such request extension is requested shall have elected so to extend their Commitments. Any Lender which does not give such notice to the Borrower and the Administrative Agent by the date 15 days prior to the Termination Date (each, a "Non-Consenting Lender") then in accordance with effect shall be deemed to have elected not to extend as requested, and the Commitment of each non-extending Lender shall terminate on its Termination Date determined without giving effect to such requested extension. (b) If any Lender party to this Agreement shall not elect to extend its Commitment pursuant to subsection (a) of this Section 2.162.15, the Termination Date Borrower may designate another lender or other lenders (which may be, but need not be, one or more of the existing Lenders, but which in effect at such time shalleach case shall be an Eligible Assignee), effective as which at the applicable Extension Date and subject time agree to subsection (d) of this Section 2.16, be extended as to those Lender Parties that so consented (each become a “Consenting Lender”) but shall not be extended as to any other Lender Party (each a “Non-Consenting Lender”). To the extent that the Termination Date is not extended as to any Lender Party pursuant party to this Section 2.16 and the Commitment(s) of such Lender Party are not assumed in accordance with subsection Agreement (c) of this Section 2.16 on or prior to the applicable Extension Dateeach, the Commitment(s) of such Non-Consenting Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the Borrower, such Lender Party or any other Person; provided that such Non-Consenting an "Assuming Lender’s rights under Sections 3.3, 3.4, 3.5, 3.6, 3.7, 11.3 and 11.4 and its obligations under Section 10.2, shall survive the Termination Date for such Lender Party as to matters occurring prior to such date. It is understood and agreed that no Lender Party shall have any obligation whatsoever to agree to any request made by the Borrower for any requested extension of the Termination Date"). (c) If less than all of the Lender Parties Lenders consent to any such request pursuant to subsection (a) of this Section 2.162.15, the Administrative Agent shall promptly so notify the Consenting Lenders, and each Consenting Lender may, in its sole discretion, give written notice to the Administrative Agent not later than 10 days prior to the Termination Date then in effect of the amount of the Non-Consenting Lenders' Commitments for which it is willing to accept an assignment. If the Consenting Lenders notify the Agent that they are willing to accept assignments of Commitments in an aggregate amount that exceeds the amount of the Commitments of the Non-Consenting Lenders, such Commitments shall be allocated among the Consenting Lenders willing to accept such assignments in such amount as are agreed between the Borrower and the Administrative Agent. If after giving effect to the assignments of Commitments described above there remains any Commitments of Non-Consenting Lenders, the Borrower may arrange for one or more Consenting Lenders or other Person eligible to be an assignee of a Lender pursuant to Section 11.11.1 (an “Eligible Assignee”) Assignees as Assuming Lenders to assume, effective as of the Extension Date, any Non-Consenting Lender’s Commitment(s) 's Commitment and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting Lender; provided, however, that the amount of the Commitment of any such Assuming Lender as a result of such substitution shall in no event be less than $10,000,000 unless the amount of the Commitment of such Non-Consenting Lender is less than $10,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that: (i) any such Consenting Lender or Eligible Assignee Assuming Lender shall have paid to such Non-Consenting Lender (A) the aggregate principal amount of, and any interest accrued and unpaid to the effective date of the assignment on, the outstanding AdvancesLoans, if any, of such Non-Consenting Lender plus (B) any accrued but unpaid facility fees owing to such Non-Consenting Lender as of the effective date of such assignment; (ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non-Consenting Lender; and (iii) with respect to any such Eligible AssigneeAssuming Lender, the applicable processing and recordation fee required under Section 11.11.1 10.06(b)(i) for such assignment shall have been paid; provided further that such Non-Consenting Lender’s 's rights and obligations under Sections 3.3, 3.4, 3.5, 3.6, 3.7, 11.3 8.03 and 11.4, and its obligations under Section 10.210.03, shall survive such substitution as to matters occurring prior to the date of substitution. At least three Domestic Business Days prior to any Extension Date, (A) each such Eligible AssigneeAssuming Lender, if any, shall have delivered to the Borrower and the Administrative Agent a Lender an Assignment and Assumption Agreement, duly executed by such Eligible AssigneeAssuming Lender, such Non-Consenting Lender, the Borrower and the Administrative Agent, and (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Administrative Agent as to the increase in the amount of its Commitment and (C) each Non-Consenting Lender being replaced pursuant to this Section 2.16 2.15 shall have delivered to the Administrative Agent any Note or Notes held by such Non-Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Consenting Lender or Eligible AssigneeAssuming Lender, as of the Extension Date, will be substituted for such Non-Consenting Lender under this Agreement and shall be a Lender for all purposes of this Agreement, without any further acknowledgment acknowledgement by or the consent of the other Lenders, and the obligations of each such Non-Consenting Lender hereunder shall, by the provisions hereof, be released and discharged. (d) If (after giving effect to any assignments or assumptions pursuant to subsection (c) of this Section 2.16) Lenders having Revolving Credit Commitments equal to at least 50% of the Revolving Credit Commitments in effect immediately prior to the Extension Date consent in writing to a requested extension not later than one Business Day prior to such Extension Date, the Administrative Agent shall so notify the Borrower, and the Termination Date then in effect shall be extended for the additional one-year period as described in subsection (a) of this Section 2.16, and all references in this Agreement, and in the Notes, if any, to the “Termination Date” shall, with respect to each Consenting Lender and each Eligible Assignee for such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Administrative Agent shall notify the Lender Parties (including, without limitation, each Eligible Assignee) of the extension of the scheduled Termination Date in effect immediately prior thereto and shall thereupon record in the Register the relevant information with respect to each such Consenting Lender and each such Eligible Assignee.

Extension of Commitments. The Company may, on not more than two occasions during the term of this Agreement, by written notice to the Administrative Agent (awhich shall promptly deliver a copy to each of the Lenders) At least 45 not less than 30 days but and not more than 60 days prior to the first and/or second anniversaries any anniversary of the Closing DateEffective Date (an “Effectiveness Anniversary”), request that the BorrowerLenders extend the Maturity Date and the Commitments for an additional period of one year. Each Lender shall, by written notice to the Administrative Agent, may request an extension of the Termination Date in effect at such time by one year from its then scheduled expiration. The Administrative Agent shall promptly notify each Lender Party of such request, and each Lender Party shall in turn, in its sole discretion, not later than 30 days prior to the applicable anniversary date, notify the Borrower Company and the Administrative Agent in writing as given not later than the 20th day after the date of the Administrative Agent’s receipt of the Company’s extension request, advise the Company whether or not it agrees to whether such the requested extension (each Lender Party will consent agreeing to such extensiona requested extension being called a “Consenting Lender” and each Lender declining to agree to a requested extension being called a “Declining Lender”). If any Any Lender Party shall fail to notify that has not so advised the Company and the Administrative Agent and the Borrower in writing of its consent to any by such request for extension of the Termination Date at least 30 days prior to such anniversary date, such Lender Party day shall be deemed to have declined to agree to such extension and shall be a Non-Declining Lender. If Lenders constituting the Required Lenders shall have agreed to an extension request, then the Maturity Date shall, as to the Consenting Lenders, be extended to the first anniversary of the Maturity Date theretofore in effect. The decision to agree or withhold agreement to any Maturity Date extension shall be at the sole discretion of each Lender. The Commitment of any Declining Lender shall terminate on the Maturity Date in effect as to such Lender prior to giving effect to any such extension (such Maturity Date being called the “Existing Maturity Date”). The principal amount of any outstanding Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the accounts of such Declining Lenders hereunder, shall be due and payable on the applicable Existing Maturity Date. The Company shall have the right, pursuant to and in accordance with Section 2.16(b), at any time prior to any Existing Maturity Date, to replace a Declining Lender with respect to such request. The a Lender or other financial institution approved by the Administrative Agent shall notify the Borrower (such approval not later than 25 days prior to the applicable anniversary date of the decision of the Lender Parties regarding the Borrower’s be unreasonably withheld, conditioned or delayed) that will agree to a request for an the extension of the Termination Maturity Date. (b) If all the Lender Parties consent in writing to , and any such request in accordance with subsection (a) of this Section 2.16replacement Lender shall for all purposes constitute a Consenting Lender. Notwithstanding the foregoing, the Termination Date in effect at such time shall, effective as at the Termination Date (the “Extension Date”), be extended for one year. If less than all no extension of the Lender Parties consent in writing to any such request in accordance with subsection (a) of this Section 2.16, the Termination Maturity Date in effect at such time shall, effective as at the applicable Extension Date and subject to subsection (d) of this Section 2.16, be extended as to those Lender Parties that so consented (each a “Consenting Lender”) but shall not be extended as to any other Lender Party (each a “Non-Consenting Lender”). To the extent that the Termination Date is not extended as to any Lender Party pursuant to this Section 2.16 and the Commitment(s) of such Lender Party are not assumed in accordance with subsection (c) of this Section 2.16 on or prior to the applicable Extension Date, the Commitment(s) of such Non-Consenting Lender paragraph shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the Borrower, such Lender Party or any other Person; provided that such Non-Consenting Lender’s rights under Sections 3.3, 3.4, 3.5, 3.6, 3.7, 11.3 and 11.4 and its obligations under Section 10.2, shall survive the Termination Date for such Lender Party as to matters occurring prior to such date. It is understood and agreed that no Lender Party shall have any obligation whatsoever to agree to any request made by the Borrower for any requested extension of the Termination Date. (c) If less than all of the Lender Parties consent to any such request pursuant to subsection (a) of this Section 2.16, the Borrower may arrange for one or more Consenting Lenders or other Person eligible to be an assignee of a Lender pursuant to Section 11.11.1 (an “Eligible Assignee”) to assume, become effective as of the Extension Date, any Non-Consenting Lender’s Commitment(s) and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting Lender; provided, however, that: (i) any such Consenting Lender or Eligible Assignee shall have paid to such Non-Consenting Lender unless (A) the aggregate principal amount of, and any interest accrued and unpaid to the effective date of the assignment on, the outstanding Advances, if any, of such Non-Consenting Lender plus conditions set forth in Sections 4.02(a) (B) any accrued but unpaid facility fees owing to such Non-Consenting Lender as of the effective date of such assignment; (ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non-Consenting Lender; and (iii) with respect to any such Eligible Assignee, the applicable processing and recordation fee required under Section 11.11.1 for such assignment shall have been paid; provided further that such Non-Consenting Lender’s rights under Sections 3.3, 3.4, 3.5, 3.6, 3.7, 11.3 and 11.4, and its obligations under Section 10.2, shall survive such substitution as to matters occurring prior to the date of substitution. At least three Business Days prior to any Extension Date, (A) each such Eligible Assignee, if any, shall have delivered to the Borrower and the Administrative Agent a Lender Assignment Agreement, duly executed by such Eligible Assignee, such Non-Consenting Lender, the Borrower and the Administrative Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Administrative Agent as to the increase in the amount of its Commitment and (C) each Non-Consenting Lender being replaced pursuant to this Section 2.16 shall have delivered to the Administrative Agent any Note or Notes held by such Non-Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Consenting Lender or Eligible Assignee, as of the Extension Date, will be substituted for such Non-Consenting Lender under this Agreement and shall be a Lender for all purposes of this Agreement, without any further acknowledgment by or the consent of the other Lenders, and the obligations of each such Non-Consenting Lender hereunder shall, by the provisions hereof, be released and discharged. (d) If (after giving effect to any assignments or assumptions pursuant to subsection (cthe parenthetical therein) of this Section 2.16) Lenders having Revolving Credit Commitments equal to at least 50% of the Revolving Credit Commitments in effect immediately prior to the Extension Date consent in writing to a requested extension not later than one Business Day prior to such Extension Date, the Administrative Agent shall so notify the Borrower, and the Termination Date then in effect shall be extended for the additional one-year period as described in subsection (a) of this Section 2.16, and all references in this Agreement, and in the Notes, if any, to the “Termination Date” shall, with respect to each Consenting Lender and each Eligible Assignee for such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Administrative Agent shall notify the Lender Parties (including, without limitation, each Eligible Assignee) of the extension of the scheduled Termination Date in effect immediately prior thereto and shall thereupon record in the Register the relevant information with respect to each such Consenting Lender and each such Eligible Assignee.4.02

Extension of Commitments. (a) At least 45 days but The Borrower may, by notice once a year to the Administrative Agent in substantially the form of Exhibit “J” hereto given not less than 60 nor more than 60 90 days prior to the first and/or second anniversaries yearly anniversary date of the Closing Effective Date, request that the Borrower, by written notice to the Administrative Agent, may request an extension of the then existing Commitment Termination Date in effect at such time by of a Class (as applicable, the “Existing Commitment Termination Date”) be extended to a date which is one year from its then scheduled expirationafter the Existing Commitment Termination Date of such Class (as applicable, the “New Commitment Termination Date”). The Administrative Agent shall promptly notify advise each Lender Party Bank of the applicable Class (the “Extension Class Banks”) of such request, . Each Extension Class Bank shall consider such request and each Lender Party shall in turn, may elect to extend or not to extend in its sole discretionand independent discretion and may, not later than at its option, conduct a full credit evaluation of the Borrower in considering such request. If the Borrower requests that both Commitment Termination Dates be extended, each Extension Class Bank shall agree to either extend both of its Commitments or decline to extend both of its Commitments. Each Extension Class Bank agreeing to any such extension (each an “Extending Class Bank”) shall notify the Administrative Agent thereof (which shall notify the Borrower) on or prior to the date which is 30 days prior to the Existing Commitment Termination Date of the applicable anniversary dateClass (or if such 30th day is not a Business Day, notify then such notice may also be given on the Borrower and next succeeding Business Day) (the Administrative Agent in writing as “Consent Date”). Each Extension Class Bank that determines not to whether extend such Lender Party will consent to such extension. If any Lender Party Existing Commitment Termination Date (a “Non-Extending Bank”) shall fail to notify the Administrative Agent and (which shall notify the Borrower Borrower) of such fact promptly after such determination (but in writing of its consent to any such request for extension of event no later than the Termination Consent Date). Any Extension Class Bank that does not advise the Administrative Agent on or before the Consent Date at least 30 days prior to such anniversary date, such Lender Party shall be deemed to be a Non-Consenting Lender with respect to Extending Bank until such request. The Administrative Agent Extension Class Bank shall notify the Borrower not later than 25 days prior Administrative Agent as aforesaid that it agrees to the applicable anniversary date of the decision of the Lender Parties regarding the Borrower’s request for an extension of the Termination Datesuch extension. (b) If all The Borrower shall have the Lender Parties right at any time with the consent in writing of the Administrative Agent (which consent will not be unreasonably withheld) to any such request in accordance replace each Non-Extending Bank with subsection one or more other lenders (a) each for purposes of this Section 2.162.11, the Termination Date in effect at such time shall, effective as at the Termination Date (the a “Extension DateReplacement Bank”), be extended for one year. If less than all each of the Lender Parties consent in writing to any such request in accordance with subsection (a) of this Section 2.16, the Termination Date in effect at such time shall, effective as at the applicable Extension Date and subject to subsection (d) of this Section 2.16, be extended as to those Lender Parties that so consented (each a “Consenting Lender”) but shall not be extended as to any other Lender Party (each a “Non-Consenting Lender”). To the extent that the Termination Date is not extended as to any Lender Party pursuant to this Section 2.16 and the Commitment(s) of such Lender Party are not assumed in accordance with subsection (c) of this Section 2.16 on or prior to the applicable Extension Date, the Commitment(s) of such Non-Consenting Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the Borrower, such Lender Party or any other Person; provided that such Non-Consenting Lender’s rights under Sections 3.3, 3.4, 3.5, 3.6, 3.7, 11.3 and 11.4 and its obligations under Section 10.2, shall survive the Termination Date for such Lender Party as to matters occurring prior to such date. It is understood and agreed that no Lender Party which Replacement Banks shall have any obligation whatsoever to agree to any request made by entered into either a Transfer Supplement substantially in the Borrower for any requested extension form of the Termination Date. (c) If less than all of the Lender Parties consent to any such request pursuant to subsection (a) of this Section 2.16, the Borrower may arrange for one Exhibit “C” hereto or more Consenting Lenders or other Person eligible to be an assignee of a Lender pursuant to Section 11.11.1 (an “Eligible Assignee”) to assume, effective as of the Extension Date, any Non-Consenting Lender’s Commitment(s) agreement otherwise in form and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting Lender; provided, however, that: (i) any such Consenting Lender or Eligible Assignee shall have paid to such Non-Consenting Lender (A) the aggregate principal amount of, and any interest accrued and unpaid to the effective date of the assignment on, the outstanding Advances, if any, of such Non-Consenting Lender plus (B) any accrued but unpaid facility fees owing to such Non-Consenting Lender as of the effective date of such assignment; (ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non-Consenting Lender; and (iii) with respect to any such Eligible Assignee, the applicable processing and recordation fee required under Section 11.11.1 for such assignment shall have been paid; provided further that such Non-Consenting Lender’s rights under Sections 3.3, 3.4, 3.5, 3.6, 3.7, 11.3 and 11.4, and its obligations under Section 10.2, shall survive such substitution as to matters occurring prior to the date of substitution. At least three Business Days prior to any Extension Date, (A) each such Eligible Assignee, if any, shall have delivered to the Borrower and the Administrative Agent a Lender Assignment Agreement, duly executed by such Eligible Assignee, such Non-Consenting Lender, the Borrower and the Administrative Agent, (B) any such Consenting Lender shall have delivered confirmation in writing substance satisfactory to the Borrower and the Administrative Agent pursuant to which such Replacement Bank shall undertake all or any portion of the Commitments of one or both Classes of one or more Non-Extending Banks (if any such Replacement Bank is a Bank, its Commitments shall be in addition to such Bank’s Commitments hereunder on such date). For greater certainty, if the Borrower requests that a Commitment Termination Date be extended and a Bank declines to extend its applicable Commitment, the Borrower may replace such Bank pursuant to the provisions of this Section 2.11(b) with respect to the applicable Commitment as well as its other Commitments, if any. If the Borrower replaces a Non-Extending Bank with respect to both of its Classes of Commitments, the Replacement Bank shall undertake a ratable portion (or all) of the Commitments for both Classes of such Non-Extending Bank. (c) If Extension Class Banks holding Commitments of the applicable Class (not including the Commitments of such Class of the Replacement Banks) that aggregate more than 50% of the aggregate amount of the Commitments of such Class (not including the Commitments of such Class of the Replacement Banks) shall, by the Consent Date, have agreed to extend the Existing Commitment Termination Date, then, effective as of the Existing Commitment Termination Date, such Existing Commitment Termination Date shall be extended as to the increase in the amount of its Commitment Extending Class Banks and (C) each Non-Consenting Lender being replaced pursuant to this Section 2.16 shall have delivered any Replacement Bank only to the Administrative Agent any Note or Notes held date so requested by the Borrower (provided, if such Non-Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i)date is not a Business Day, (ii) and (iii) of then such Commitment Termination Date as so extended shall be the immediately preceding sentenceBusiness Day), each such Consenting Lender or Eligible Assignee, as the Commitment Termination Date of the Extension Date, will be substituted for such Non-Consenting Lender under this Agreement and applicable Class shall be the New Commitment Termination Date as to the Extending Class Banks and any Replacement Bank only and each Replacement Bank shall thereupon become a Lender “Bank” for all purposes of this Agreement. The Borrower and the Administrative Agent shall execute an amendment to Exhibit “H” evidencing the revised Commitments. (d) Notwithstanding the foregoing, without the extension of the Existing Commitment Termination Date shall not be effective with respect to any further acknowledgment Extension Class Bank unless: (i) Banks holding Commitments of the applicable Class (not including the Commitments of the Replacement Banks) that aggregate more than 50% of the aggregate amount of the Commitments of such Class (not including the Commitments of such Class of the Replacement Banks) shall, by or the Consent Date, have agreed to extend the Existing Commitment Termination Date then in effect; (ii) the Administrative Agent has received the agreement to the extension, in writing, of the Borrower, the Replacement Banks and the Extension Class Banks (other than the Non-Extending Banks) (which may consist of the Borrower’s request for the extension in substantially the form of Exhibit “J”, the consent of each extending Extension Class Bank to the other Lenders, extension and the obligations Transfer Supplement or other document executed by each Replacement Bank, if any, pursuant to Section 2.11(b)); and (iii) the Administrative Agent has received an Officer’s Certificate, dated no later than the Consent Date, to the effect that since the date of the most recent audited financial statements furnished to the Banks pursuant to Section 9.1 prior to the Consent Date, there has occurred no material adverse change in the business, operations, business prospects or financial condition of the Borrower and its Subsidiaries, taken as a whole; as of the date of said certificate, no Default has occurred or is continuing or will result from extending the Commitment Termination Date of the applicable Class; and, as of the date of said certificate, the representations and warranties made by the Borrower in Section 8 (excluding Section 8.4(b)) are true and correct with the same force and effect as if made on and as of such date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all respects as of such earlier date). Upon fulfillment of all conditions for extension of the Existing Commitment Termination Date of a Class, the Administrative Agent shall issue a letter to the Borrower stating that all conditions precedent to the extension of the Existing Commitment Termination Date of such Class have been fulfilled and setting forth the New Commitment Termination Date of such Class. (e) If the Existing Commitment Termination Date of a Class is not extended as aforesaid, the Borrower shall not be entitled to request any further extensions of the Existing Commitment Termination Date of such Class. If the Existing Commitment Termination Date of a Class is not extended with respect to a particular Non-Extending Bank pursuant to Section 2.11(a), then the existing Commitment of the applicable Class of a Non-Extending Bank shall continue until the Existing Commitment Termination Date (which shall be the Commitment Termination Date for the applicable Class for such Bank with respect to the Accommodations Outstanding of such Class together with all accrued interest and Fees and other amounts owing to such Bank with respect to such Class), at which time the aggregate Commitments of such Class of the Banks hereunder shall be reduced by the Commitment of such Class of each such Non-Consenting Lender hereunder shallExtending Bank, unless a Replacement Bank agrees to undertake the entire Commitment of such Class of the Non-Extending Bank (or, if a Replacement Bank undertakes only a portion of such Commitment, the aggregate Commitments shall be reduced by the provisions hereofportion not so undertaken by the Replacement Bank), be released and discharged. (das provided in Section 2.11(b) If (after giving effect to any assignments or assumptions pursuant to subsection (c) either a Transfer Supplement substantially in the form of this Section 2.16) Lenders having Revolving Credit Commitments equal to at least 50% of the Revolving Credit Commitments Exhibit “C” hereto or an agreement otherwise in effect immediately prior form and substance satisfactory to the Extension Date consent in writing to a requested extension not later than one Business Day prior to such Extension Date, Borrower and the Administrative Agent shall so notify the Borrower, and the Termination Date then in effect shall be extended for the additional one-year period as described in subsection (a) of this Section 2.16, and all references in this Agreement, and in the Notes, if any, to the “Termination Date” shall, with respect to each Consenting Lender and each Eligible Assignee for such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Administrative Agent shall notify the Lender Parties (including, without limitation, each Eligible Assignee) of the extension of the scheduled Termination Date in effect immediately prior thereto and shall thereupon record in the Register the relevant information with respect to each such Consenting Lender and each such Eligible AssigneeAgent.