Common use of Extension of Commitments Clause in Contracts

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 (which shall promptly deliver a copy to each of the Lenders) not less than 30 days and not more than 60 days prior to any anniversary of the Effective Date (an “Effectiveness Anniversary”), request that the Lenders extend the Maturity Date and the Commitments for an additional period of one year. Each Lender shall, by notice to the Company and the Administrative Agent 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 the requested extension (each Lender agreeing to a requested extension being called a “Consenting Lender” and each Lender declining to agree to a requested extension being called a “Declining Lender”). Any Lender that has not so advised the Company and the Administrative Agent by such day shall be deemed to have declined to agree to such extension and shall be a 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 a Lender or other financial institution approved by the Administrative Agent (such approval not to be unreasonably withheld, conditioned or delayed) that will agree to a request for the extension of the Maturity Date, and any such replacement Lender shall for all purposes constitute a Consenting Lender. Notwithstanding the foregoing, no extension of the Maturity Date pursuant to this paragraph shall become effective unless (A) the conditions set forth in Sections 4.02(a) (but without giving effect to the parenthetical therein) and 4.02(b) shall be satisfied (with all references in such paragraphs to a Borrowing being deemed to be references to such extension) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Company, (B) the Administrative Agent shall have received an opinion of counsel for the Company as to the power and authority of the Company to borrow and perform its obligations hereunder after giving effect to such extension and customary reaffirmation by the Subsidiary Guarantors, and (C) all fees and expenses owing in respect of such extension to the Administrative Agent and the Lenders shall have been paid.

Extension of Commitments. The Company may(i) Not earlier than the date which is 60 days (but not later than 30 days) prior to the then existing Revolving Termination Date (the "Extension Request Notice Date"), on not more than two occasions during the term of this Agreement, by written notice Borrower may deliver to the Administrative ----------------------------- Agent (which shall promptly deliver a copy transmit the same to each of the LendersLender) not less than 30 days and not more than 60 days prior to any anniversary of the Effective Date a notice (an “Effectiveness Anniversary”), request "Extension Request") requesting that the Lenders extend the Maturity Revolving Termination Date and the Commitments be extended ----------------- for an additional period of one year364 days commencing on the then existing Revolving Termination Date. Each Lender shall, by notice Not earlier than the date which is 30 days (but not later than 20 days) prior to the Company then existing Revolving Termination Date (the period from the Extension Request Notice Date to such date, the "Extension Request Period"), ------------------------ each Lender (in its sole and absolute discretion and after conducting an internal credit review of the Borrower) shall notify the Administrative Agent given not later than of such Lender's willingness or unwillingness to so extend 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 the requested extension (each Lender agreeing to a requested extension being called a “Consenting Lender” and each Lender declining to agree to a requested extension being called a “Declining Lender”)Revolving Termination Date. Any Lender that has not which shall fail to so advised the Company and notify the Administrative Agent by within such day period shall be deemed to have declined to extend the Revolving Termination Date. If Lenders having Commitments totaling an amount equal to at least 51% of the aggregate amount of the Commitments then in effect agree to such extension and by notice to the Administrative Agent, then (A) subject to clause (iii) below, the Revolving Termination Date shall be a Declining Lender. If Lenders constituting the Required Lenders shall have agreed to extended for an extension request, then the Maturity Date shall, as additional 364 days with respect to the Consenting Lenders, be extended to the first anniversary Commitments of the Maturity Date theretofore in effect. The decision Lenders so agreeing, and (B) subject to agree or withhold agreement to any Maturity Date extension shall be at Section 2.06(f) hereof, the sole discretion Commitment of each Lender. The Commitment of any Declining Lender not so agreeing shall terminate expire on the Maturity then expiring Revolving Termination Date in effect as to and the Borrower shall pay or prepay on such Lender prior to giving effect to any day without premium or penalty all principal of such extension (such Maturity Date being called the “Existing Maturity Date”). The principal amount of any outstanding Lender's Loans made by Declining Lenders, together with any accrued interest thereon and any all accrued facility and usage fees and other amounts payable to or for the accounts such Lender hereunder (including, without limitation, amounts payable pursuant to Section 2.14 hereof as a result of such Declining Lenders hereunderpayment or prepayment); provided, shall be due and payable on the applicable Existing Maturity Date. The Company shall have the righthowever, 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 a Lender or other financial institution approved by the Administrative Agent (such approval not to be unreasonably withheld, conditioned or delayed) that will agree to a request for the extension of the Maturity Date, and any such replacement Lender shall for all purposes constitute a Consenting Lender. Notwithstanding the foregoing, no extension of the Maturity Date pursuant to this paragraph shall become effective unless (A) the conditions set forth in Sections 4.02(a) (but without giving effect to the parenthetical therein) and 4.02(b) shall be satisfied (with all references in such paragraphs to a Borrowing being deemed to be references to such extension) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Company, (B) the Administrative Agent shall have received an opinion of counsel for the Company as to the power and authority of the Company to borrow and perform its obligations hereunder after giving effect to such extension and customary reaffirmation by the Subsidiary Guarantors, and (C) all fees and expenses owing in respect of such extension to the Administrative Agent and the Lenders shall have been paid.that

Extension of Commitments. The Company may(i) Not earlier than the date which is 60 days (but not later than 30 days) prior to the then existing Revolving Termination Date (the "Extension --------- Request Notice Date"), on not more than two occasions during the term of this Agreement, by written notice Borrower may deliver to the Administrative Agent ------------------- (which shall promptly deliver a copy transmit the same to each Lender) a notice (an "Extension --------- Request") requesting that the Revolving Termination Date be extended for an ------- additional 364 days commencing on the then existing Revolving Termination Date. Not earlier than the date which is 30 days (but not later than 20 days) prior to the then existing Revolving Termination Date (the period from the Extension Request Notice Date to such date, the "Extension Request Period"), each Lender ------------------------ (in its sole and absolute discretion and after conducting an internal credit review of the LendersBorrower) not less than 30 days and not more than 60 days prior to any anniversary of the Effective Date (an “Effectiveness Anniversary”), request that the Lenders extend the Maturity Date and the Commitments for an additional period of one year. Each Lender shall, by notice to the Company and shall notify the Administrative Agent given not later than of such Lender's willingness or unwillingness to so extend 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 the requested extension (each Lender agreeing to a requested extension being called a “Consenting Lender” and each Lender declining to agree to a requested extension being called a “Declining Lender”)Revolving Termination Date. Any Lender that has not which shall fail to so advised the Company and notify the Administrative Agent by within such day period shall be deemed to have declined to extend the Revolving Termination Date. If Lenders having Commitments totaling an amount equal to at least 51% of the aggregate amount of the Commitments then in effect agree to such extension and by notice to the Administrative Agent, then (A) subject to clause (iii) below, the Revolving Termination Date shall be a Declining Lender. If Lenders constituting the Required Lenders shall have agreed to extended for an extension request, then the Maturity Date shall, as additional 364 days with respect to the Consenting Lenders, be extended to the first anniversary Commitments of the Maturity Date theretofore in effect. The decision Lenders so agreeing, and (B) subject to agree or withhold agreement to any Maturity Date extension shall be at Section 2.06(f) hereof, the sole discretion Commitment of each Lender. The Commitment of any Declining Lender not so agreeing shall terminate expire on the Maturity then expiring Revolving Termination Date in effect as to and the Borrower shall pay or prepay on such Lender prior to giving effect to any day without premium or penalty all principal of such extension (such Maturity Date being called the “Existing Maturity Date”). The principal amount of any outstanding Lender's Loans made by Declining Lenders, together with any accrued interest thereon and any all accrued facility and usage fees and other amounts payable to or for the accounts such Lender hereunder (including, without limitation, amounts payable pursuant to Section 2.14 hereof as a result of such Declining Lenders hereunderpayment or prepayment); provided, shall be due and payable on the applicable Existing Maturity Date. The Company shall have the righthowever, 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 a Lender or other financial institution approved by the Administrative Agent (such approval not to be unreasonably withheld, conditioned or delayed) that will agree to a request for the extension of the Maturity Date, and any such replacement Lender shall for all purposes constitute a Consenting Lender. Notwithstanding the foregoing, no extension of the Maturity Date pursuant to this paragraph shall become effective unless (A) the conditions set forth in Sections 4.02(a) (but without giving effect to the parenthetical therein) and 4.02(b) shall be satisfied (with all references in such paragraphs to a Borrowing being deemed to be references to such extension) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Company, (B) the Administrative Agent shall have received an opinion of counsel for the Company as to the power and authority of the Company to borrow and perform its obligations hereunder after giving effect to such extension and customary reaffirmation by the Subsidiary Guarantors, and (C) all fees and expenses owing in respect of such extension to the Administrative Agent and the Lenders shall have been paid.that

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 (which shall promptly deliver a copy to each of the Lenders) not less than 30 days and not more than 60 days prior to any anniversary of the Effective Date (an “Effectiveness Anniversary”), request that the Lenders extend the Maturity Date and the Commitments for an additional period of one year. Each Lender shall, by notice to the Company and the Administrative Agent 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 the requested extension (each Lender agreeing to a requested extension being called a “Consenting Lender” and each Lender declining to agree to a requested extension being called a “Declining Lender”). Any Lender that has not so advised the Company and the Administrative Agent by such day shall be deemed to have declined to agree to such extension and shall be a 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 a Lender or other financial institution approved by the Administrative Agent (such approval not to be unreasonably withheld, conditioned or delayed) that will agree to a request for the extension of the Maturity Date, and any such replacement Lender shall for all purposes constitute a Consenting Lender. Notwithstanding the foregoing, no extension of the Maturity Date pursuant to this paragraph shall become effective unless (A) the conditions set forth in Sections 4.02(a) (but without giving effect to the parenthetical therein) and 4.02(b) shall be satisfied (with all references in such paragraphs to a Borrowing being deemed to be references to such extension) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Company, (B) the Administrative Agent shall have received an opinion of counsel for the Company as to the power and authority of the Company to borrow and perform its obligations hereunder after giving effect to such extension and customary reaffirmation by the Subsidiary Guarantorsextension, and (C) all fees and expenses owing in respect of such extension to the Administrative Agent and the Lenders shall have been paid.

Extension of Commitments. The Company Sponsor may, on not more than two occasions during the term of this Agreement, by written notice to the Administrative Agent Servicer (which shall promptly deliver a copy to each of the Lenders) not less than 30 days and Participants), given not more than 60 sixty (60) days prior to any anniversary of the Effective Date (an “Effectiveness Anniversary”)date of this Agreement while the Commitments are effect, request that the Lenders Participants extend the Maturity then scheduled Commitment Termination Date and (the Commitments “Existing Date”) for an additional period of one year364-day period. Each Lender Participant shall, by notice to the Company Sponsor and the Administrative Agent Servicer given not later than the 20th day within fifteen (15) Business Days after the date of the Administrative Agent’s receipt of the Company’s extension such request, advise the Company Sponsor and the Servicer whether or not it agrees such Participant consents to the requested extension request (each Lender agreeing to a requested extension being called a “Consenting Lender” and each Lender declining to agree to a requested extension being called a “Declining Lender”). Any Lender that has any Participant which does not so advised the Company and the Administrative Agent by respond during such 15-day period shall be deemed to have declined to advised the Sponsor and the Servicer that it will not agree to such extension and shall be a Declining Lenderextension). If Lenders constituting In the Required Lenders event that, on the 15th Business Day after receipt of the notice delivered pursuant to subsection (a) above, all of the Participants shall have agreed to an extend their respective Participating Commitments, the 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 subsection (a) above, all of the Participants shall not have agreed to extend their respective Participating Commitments, the Sponsor and the Servicer shall notify the consenting Participants (“Consenting Participants”) of the aggregate Participating Commitment Amounts of the non-extending Participants (“Non-Consenting Participants”) and such Consenting Participants shall, by notice to the Sponsor and the Servicer given within ten (10) Business Days after receipt of such notice, advise the Servicer and Sponsor whether or not such Participant wishes to purchase all or a portion of the Participating Commitments of the Non-Consenting Participants (and any Participant which does not respond during such 10-Business Day period shall be deemed to have rejected such offer). In the event that more than one Consenting Participant agrees to purchase all or a portion of such Participating Commitments, the Sponsor 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 extension request, then the Maturity Date shall, as . If Consenting Participants do not elect to the Consenting Lenders, be extended to the first anniversary assume all of the Maturity Date theretofore in effect. The decision to agree or withhold agreement to any Maturity Date extension shall be at Participating Commitments of the sole discretion of each Lender. The Commitment of any Declining Lender shall terminate on Non-Consenting Participants, 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 Sponsor shall have the right, pursuant subject to the terms and conditions of Section 15.6, to arrange for one or more banks (any such bank being called a “New Participant”) to purchase the Participating Commitment of any Non-Consenting Participant. Each Non-Consenting Participant shall assign its Participating Commitment and its Participant’s Interest outstanding hereunder to the Consenting Participant or New Participant purchasing such Participating Commitment in accordance with Section 2.16(b)15.6, at any time prior in return for payment in full of all principal, interest and other amounts owing to any such Non-Consenting Participant hereunder, on or before the Existing Maturity DateDate 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 replace a Declining Lender with a Lender or other financial institution approved by the Administrative Agent approval of the Servicer (such which approval shall not to be unreasonably withheld). If (and only if) Participants (including New Participants) holding Participating Commitments representing at least an amount equal to the greater of (x) the sum of all outstanding Loan Commitments under both Facilities and (y) 66 2/3 % of the aggregate Participating Commitments on the date of such extension request shall have agreed to such extension by the Existing Date (the “Continuing Participants”), conditioned or delayedthen (i) that will agree the Commitment Termination Date shall be extended for an additional 364-day period and (ii) the Participating Commitment of any Non-Consenting Participant which has not been assigned to a request for Consenting Participant or a New Participant shall terminate (with the extension result that the amount of the Maturity DateCommitments shall be decreased proportionately by the amount of such Participating Commitment), and any all amounts owing to such replacement Lender Non-Consenting Participant, together with all interest accrued thereon and all other amounts owed to such Non-Consenting Participant hereunder, shall for all purposes constitute a Consenting Lender. Notwithstanding be reallocated to the foregoing, no extension of remaining Participating Commitments on the Maturity Existing Date pursuant applicable to this paragraph shall become effective unless (A) the conditions set forth in Sections 4.02(a) (but such Participant without giving effect to the parenthetical therein) and 4.02(b) shall be satisfied (with all references in such paragraphs to a Borrowing being deemed to be references to such extension) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer any extension of the Company, (B) the Administrative Agent shall have received an opinion of counsel for the Company as to the power and authority of the Company to borrow and perform its obligations hereunder after giving effect to such extension and customary reaffirmation by the Subsidiary Guarantors, and (C) all fees and expenses owing in respect of such extension to the Administrative Agent and the Lenders shall have been paidCommitment Termination Date.

Extension of Commitments. The Company mayCommitments may be ------------------------ extended in the manner set forth in, on not more than two occasions during and subject to the term conditions contained in, this Section 2.18. If the Borrower wishes to request an extension of this Agreementthe Commitments, by written it shall give notice to that effect to the Administrative Agent (which shall promptly deliver a copy to each of the Lenders) not less than 30 days and not nor more than 60 days prior to any anniversary the Maturity Date, whereupon the Administrative Agent shall promptly notify each of the Effective Date (an “Effectiveness Anniversary”), request that the Lenders extend the Maturity Date and the Commitments for an additional period of one yearsuch request. Each such extension of Commitments shall be effective only with respect to each Lender shallwhich, by written notice (a "Continuation Notice") to the Company Borrower and ------------------- the Administrative Agent given not later no earlier 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 30 days prior to the requested Maturity Date, consents to such extension (each Lender agreeing to which has given a requested extension Continuation Notice being called a “Consenting "Continuing Lender” ", and each Lender declining to agree to other than a requested extension Continuing ----------------- Lender being called a “Declining "Non-Continuing Lender”"). Any The Commitments of each Continuing --------------------- Lender that shall be extended for a period of 364 days from the effective date set forth in an Extension Agreement, in substantially the form of Exhibit C hereto, which has not so advised been duly completed and signed by the Company and Borrower, the Administrative Agent by such day and the Continuing Lenders parties thereto. Such Extension Agreement shall be deemed executed and delivered no earlier than 30 days prior to have declined to agree to such extension and shall be a Declining Lender. If Lenders constituting the Required Lenders shall have agreed to an extension request, then the Maturity Date shall, as then in effect and the effective date set forth therein shall be no earlier than 29 days prior to the Consenting Lenders, be extended to the first anniversary of the Maturity Date theretofore then in effect. The decision No extension of the Commitments pursuant to agree or withhold agreement to any Maturity Date extension this Section 2.18 shall be at the sole discretion legally binding on any party hereto unless and until such party executes and delivers a counterpart of each Lendersuch Extension Agreement. The Commitment of any Declining each Non-Continuing Lender (to the extent such Lender has not assigned its Commitment to a Continuing Lender) shall terminate on the Maturity Date in effect as to such Lender prior to giving effect to any the Borrower's extension hereunder; and the Borrower shall pay, for the account of each such extension (Non-Continuing Lender on such Maturity Date being called Date, 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 then 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 such Non-Continuing Lender with a Lender or other financial institution approved by the Administrative Agent (such approval not to be unreasonably withheld, conditioned or delayed) that will agree to a request for the extension of the Maturity Date, and any such replacement Lender shall for all purposes constitute a Consenting Lender. Notwithstanding the foregoing, no extension of the Maturity Date pursuant to this paragraph shall become effective unless (A) the conditions set forth in Sections 4.02(a) (but without giving effect to the parenthetical therein) and 4.02(b) shall be satisfied (with all references in such paragraphs to a Borrowing being deemed to be references to such extension) and the Administrative Agent Agreement. No Lender shall have received any obligation to extend its Commitment in the event of such a certificate to that effect dated such date and executed by a Financial Officer of the Company, (B) the Administrative Agent shall have received an opinion of counsel for the Company as to the power and authority of the Company to borrow and perform its obligations hereunder after giving effect to such extension and customary reaffirmation request by the Subsidiary Guarantors, and (C) all fees and expenses owing in respect of such extension to the Administrative Agent and the Lenders shall have been paidBorrower hereunder.

Extension of Commitments. The Company Sponsor may, on not more than two occasions during the term of this Agreement, by written notice to the Administrative Agent Servicer (which shall promptly deliver a copy to each of the Lenders) not less than 30 days and Participants), given not more than 60 sixty (60) days prior to any anniversary of the Effective Date (an “Effectiveness Anniversary”)while the Facility Commitment is effect, request that the Lenders Participants extend the Maturity then scheduled Facility Commitment Termination Date and (the Commitments “Existing Date”) for an additional period of one year364-day period. Each Lender Participant shall, by notice to the Company Sponsor and the Administrative Agent Servicer given not later than the 20th day within fifteen (15) Business Days after the date of the Administrative Agent’s receipt of the Company’s extension such request, advise the Company Sponsor and the Servicer whether or not it agrees such Participant consents to the requested extension request (each Lender agreeing to a requested extension being called a “Consenting Lender” and each Lender declining to agree to a requested extension being called a “Declining Lender”). Any Lender that has any Participant which does not so advised the Company and the Administrative Agent by respond during such 15-day period shall be deemed to have declined to advised the Sponsor and the Servicer that it will not agree to such extension and shall be a Declining Lenderextension). If Lenders constituting In the Required Lenders event that, on the 15th Business Day after receipt of the notice delivered pursuant to clause (a) above, all of the Participants shall have agreed to an 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 the Participants shall not have agreed to extend their respective Participating Commitments, the Sponsor and the Servicer shall notify the consenting Participants (“Consenting Participants”) of the aggregate Participating Commitment Amounts of the non-extending Participants (“Non-Consenting Participants”) and such Consenting Participants shall, by notice to the Sponsor and the Servicer given within ten (10) Business Days after receipt of such notice, advise the Servicer and Sponsor whether or not such Participant wishes to purchase all or a portion of the Participating Commitments of the Non-Consenting Participants (and any Participant which does not respond during such 10-Business Day period shall be deemed to have rejected such offer). In the event that more than one Consenting Participant agrees to purchase all or a portion of such Participating Commitments, the Sponsor 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 extension request. If Consenting Participants do not elect to assume all of the Participating Commitments of the Non-Consenting Participants, then the Maturity Date shallSponsor shall have the right, as subject to the terms and conditions of Section 15.6, to arrange for one or more financial institutions (any such financial institution being called a “New Participant”) to purchase the Participating Commitment of any Non-Consenting Participant. Each Non-Consenting Participant shall assign its Participating Commitment and its Participant’s Interest outstanding hereunder to the Consenting LendersParticipant or New Participant purchasing such Participating Commitment in accordance with Section 15.6, in return for payment in full of all principal, interest and other amounts owing to such Non-Consenting Participant hereunder, on or before the Existing Date and, as of the effective date of such assignment, shall no longer be a party hereto; provided that each New Participant shall be subject to the approval of the Servicer (which approval shall not be unreasonably withheld). If (and only if) Participants (including New Participants) holding Participating Commitments representing at least an amount equal to the greater of (x) the sum of the US Dollar Equivalent of all outstanding Loan Commitments and (y) 66 2/3 % of the aggregate Participating Commitments on the date of such extension request shall have agreed to such extension by the Existing Date (the “Continuing Participants”), then (i) the Facility Commitment Termination Date shall be extended to for an additional 364-day period and (ii) 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 Participating Commitment of any Declining Lender Non-Consenting Participant which has not been assigned to a Consenting Participant or a New Participant shall terminate on (with the Maturity Date in effect as result that the amount of the Facility Commitment shall be decreased proportionately by the amount of such Participating Commitment), and all amounts owing 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 LendersNon-Consenting Participant, together with any all interest accrued interest thereon and any accrued fees and all other amounts payable owed to or for the accounts of such Declining Lenders Non-Consenting Participant hereunder, shall be due and payable to such Non-Consenting Participant on the Existing Date 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 a Lender or other financial institution approved by the Administrative Agent (such approval not to be unreasonably withheld, conditioned or delayed) that will agree to a request for the extension of the Maturity Date, and any such replacement Lender shall for all purposes constitute a Consenting Lender. Notwithstanding the foregoing, no extension of the Maturity Date pursuant to this paragraph shall become effective unless (A) the conditions set forth in Sections 4.02(a) (but Participant without giving effect to the parenthetical therein) and 4.02(b) shall be satisfied (with all references in such paragraphs to a Borrowing being deemed to be references to such extension) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer any extension of the Company, (B) the Administrative Agent shall have received an opinion of counsel for the Company as to the power and authority of the Company to borrow and perform its obligations hereunder after giving effect to such extension and customary reaffirmation by the Subsidiary Guarantors, and (C) all fees and expenses owing in respect of such extension to the Administrative Agent and the Lenders shall have been paidFacility Commitment Termination Date.

Extension of Commitments. (a) The Company Borrower may, on 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 two occasions during 90 days prior to the term yearly anniversary date of this Agreementthe Effective Date, by written request that the then existing Commitment Termination Date of a Class (as applicable, the “Existing Commitment Termination Date”) be extended to a date which is one year after the Existing Commitment Termination Date of such Class (as applicable, the “New Commitment Termination Date”). The Administrative Agent shall promptly advise each Bank of the applicable Class (the “Extension Class Banks”) of such request. Each Extension Class Bank shall consider such request and may elect to extend or not to extend in its sole and independent discretion and may, 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 Class (or if such 30th day is not a Business Day, then such notice may also be given on the next succeeding Business Day) (the “Consent Date”). Each Extension Class Bank that determines not to extend such Existing Commitment Termination Date (a “Non-Extending Bank”) shall notify the Administrative Agent (which shall notify the Borrower) of such fact promptly deliver a copy to each of after such determination (but in any event no later than the Lenders) Consent Date). Any Extension Class Bank that does not less than 30 days and not more than 60 days prior to any anniversary of the Effective Date (an “Effectiveness Anniversary”), request that the Lenders extend the Maturity Date and the Commitments for an additional period of one year. Each Lender shall, by notice to the Company and advise the Administrative Agent given not later than on or before 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 the requested extension (each Lender agreeing to a requested extension being called a “Consenting Lender” and each Lender declining to agree to a requested extension being called a “Declining Lender”). Any Lender that has not so advised the Company and the Administrative Agent by such day Consent Date shall be deemed to have declined to agree to such extension and shall be a Declining Lender. If Lenders constituting the Required Lenders Non-Extending Bank until such Extension Class Bank 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 a Lender or other financial institution approved by notify the Administrative Agent (such approval not to be unreasonably withheld, conditioned or delayed) as aforesaid that will agree to a request for the extension of the Maturity Date, and any such replacement Lender shall for all purposes constitute a Consenting Lender. Notwithstanding the foregoing, no extension of the Maturity Date pursuant to this paragraph shall become effective unless (A) the conditions set forth in Sections 4.02(a) (but without giving effect to the parenthetical therein) and 4.02(b) shall be satisfied (with all references in such paragraphs to a Borrowing being deemed to be references it agrees to such extension) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Company, (B) the Administrative Agent shall have received an opinion of counsel for the Company as to the power and authority of the Company to borrow and perform its obligations hereunder after giving effect to such extension and customary reaffirmation by the Subsidiary Guarantors, and (C) all fees and expenses owing in respect of such extension to the Administrative Agent and the Lenders shall have been paid.

Extension of Commitments. (a) The Company Borrower may, on upon not more than two occasions during 45 days' (but no later than 30 days prior to the term then existing Commitment Termination Date) notice prior to the then current Commitment Termination Date to the Administrative Agent (which shall notify each Lender of this Agreementreceipt of such request), propose to extend the Commitment 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 individual and sole discretion of such Lender), by written notice to the Administrative Agent no earlier than 30 days prior to the then existing Commitment Termination Date (which shall promptly deliver a copy but in any event no later than 20 days prior to each the then existing Commitment Termination Date). The Administrative Agent will notify the Borrower, in writing, of the Lenders) not less ' responses no later than 30 days and not more than 60 15 days prior to any anniversary of the Effective Date (an “Effectiveness Anniversary”), request that the Lenders extend the Maturity Date and the Commitments for an additional period of one yearthen existing Commitment Termination Date. Each Lender shall, by notice Subject to the Company 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 to the Commitment of each Lender so affirmatively notifying the Borrower and the Administrative Agent given not later than (each a "CONSENTING LENDER") shall, effective as at the 20th day after Commitment Termination Date (the "EXTENSION DATE"), be extended for the period specified above; provided that no Commitment Termination Date of any Lender shall be extended unless by the date 15 days prior to the Commitment Termination Date then in effect, Lenders having at least 50% in aggregate amount of the Administrative Agent’s receipt of Commitments in effect at the Company’s time any such extension request, advise the Company whether or not it agrees is requested shall have elected so to the requested extension (each Lender agreeing to a requested extension being called a “Consenting Lender” and each Lender declining to agree to a requested extension being called a “Declining Lender”)extend their Commitments. Any Lender that has which does not so advised give such notice to the Company Borrower and the Administrative Agent by such day the date 15 days prior to the Commitment Termination Date then in effect (each, a "NON-CONSENTING LENDER") shall be deemed to have declined elected not to agree to such extension extend as requested, and shall be a 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 Commitment of each Lender. The Commitment of any Declining non-extending Lender shall terminate on the Maturity its Commitment Termination 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 a Lender or other financial institution approved by the Administrative Agent (such approval not to be unreasonably withheld, conditioned or delayed) that will agree to a request for the extension of the Maturity Date, and any such replacement Lender shall for all purposes constitute a Consenting Lender. Notwithstanding the foregoing, no extension of the Maturity Date pursuant to this paragraph shall become effective unless (A) the conditions set forth in Sections 4.02(a) (but determined without giving effect to the parenthetical therein) and 4.02(b) shall be satisfied (with all references in such paragraphs to a Borrowing being deemed to be references to such requested extension) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Company, (B) the Administrative Agent shall have received an opinion of counsel for the Company as to the power and authority of the Company to borrow and perform its obligations hereunder after giving effect to such extension and customary reaffirmation by the Subsidiary Guarantors, and (C) all fees and expenses owing in respect of such extension to the Administrative Agent and the Lenders shall have been paid.

Extension of Commitments. The Company may(i) Each Lender’s Commitment may be extended, if at the time no Event of Default has occurred and is continuing, in the manner set forth in this subsection (c), on not more than two occasions during a single occasion on any anniversary of the term Closing Date (the “Extension Date”) for a period of this Agreementone year after the date on which the Commitment of such Lender would have been terminated. If the Principal Borrower wishes to request an extension of each Lender’s Commitment, by written it shall give notice to that effect to the Administrative Agent (which shall promptly deliver a copy to each of the Lenders) not less than 30 45 days and not more than 60 90 days prior to any anniversary the Extension Date then in effect, whereupon the Administrative Agent shall promptly notify each of the Effective Date (an “Effectiveness Anniversary”), request that the Lenders extend the Maturity Date and the Commitments for an additional period of one yearsuch request. Each Lender shallwill use its best efforts to respond to such request, by notice whether affirmatively or negatively, as it may elect in its discretion, within 30 days of such request to the Company and the Administrative Agent given not later than the 20th day after the date of the Administrative Agent’s receipt of the Company’s extension request. If any Lender shall not have responded affirmatively within such 30-day period, advise the Company whether or not it agrees to the requested extension (each such Lender agreeing to a requested extension being called a “Consenting Lender” and each Lender declining to agree to a requested extension being called a “Declining Lender”). Any Lender that has not so advised the Company and the Administrative Agent by such day shall be deemed to have declined rejected the Principal Borrower’s proposal to agree to such extension extend its Commitment, and only the Commitments of those Lenders which have responded affirmatively shall be a Declining Lender. If Lenders constituting the Required Lenders shall have agreed extended, subject 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 a Lender or other financial institution approved receipt by the Administrative Agent of counterparts of an Extension Agreement in substantially the form of Exhibit I hereto (such approval not to be unreasonably withheldthe “Extension Agreement”) duly completed and signed by the Principal Borrower, conditioned or delayed) that will agree to a request for the extension Administrative Agent and all of the Maturity Lenders which have responded affirmatively. The Administrative Agent shall provide to the Principal Borrower, no later than 10 days prior to the Extension Date for any such request, a list of the Lenders which have responded affirmatively. The Extension Agreement shall be executed and delivered no later than five days prior to the Extension Date, and any such replacement Lender shall for all purposes constitute a Consenting Lender. Notwithstanding the foregoing, no extension of the Maturity Date Commitments pursuant to this paragraph shall become effective unless subsection (A) the conditions set forth in Sections 4.02(a) (but without giving effect to the parenthetical therein) and 4.02(bc) shall be satisfied (with all references in legally binding on any party hereto unless and until such paragraphs to a Borrowing being deemed to be references to such extension) Extension Agreement is so executed and the Administrative Agent shall have received a certificate to that effect dated such date and executed delivered by a Financial Officer Lenders having at least 51% of the Company, (B) the Administrative Agent shall have received an opinion of counsel for the Company as to the power and authority aggregate amount of the Company to borrow and perform its obligations hereunder after giving effect to such extension and customary reaffirmation by the Subsidiary Guarantors, and (C) all fees and expenses owing in respect of such extension to the Administrative Agent and the Lenders shall have been paidCommitments.

Extension of Commitments. The Company may(i) Not earlier than the date which is 60 days (but not later than 30 days) prior to the then existing Revolving Termination Date (the "Extension Request Notice Date"), on not more than two occasions during the term of this Agreement, by written notice Borrower may deliver to the Administrative ----------------------------- Agent (which shall promptly deliver a copy transmit the same to each of the LendersLender) not less than 30 days and not more than 60 days prior to any anniversary of the Effective Date a notice (an “Effectiveness Anniversary”), request "Extension Request") requesting that the Lenders extend the Maturity Revolving Termination Date and the Commitments be extended ----------------- for an additional period of one year364 days commencing on the then existing Revolving Termination Date. Each Lender shall, by notice Not earlier than the date which is 30 days (but not later than 20 days) prior to the Company then existing Revolving Termination Date (the period from the Extension Request Notice Date to such date, the "Extension Request Period"), ------------------------ each Lender (in its sole and absolute discretion and after conducting an internal credit review of the Borrower) shall notify the Administrative Agent given not later than of such Lender's willingness or unwillingness to so extend 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 the requested extension (each Lender agreeing to a requested extension being called a “Consenting Lender” and each Lender declining to agree to a requested extension being called a “Declining Lender”)Revolving Termination Date. Any Lender that has not which shall fail to so advised the Company and notify the Administrative Agent by within such day period shall be deemed to have declined to extend the Revolving Termination Date. If Lenders having Commitments totaling an amount equal to at least 51% of the aggregate amount of the Commitments then in effect agree to such extension and by notice to the Administrative Agent, then (A) subject to clause (iii) below, the Revolving Termination Date shall be a Declining Lender. If Lenders constituting the Required Lenders shall have agreed to extended for an extension request, then the Maturity Date shall, as additional 364 days with respect to the Consenting Lenders, be extended to the first anniversary Commitments of the Maturity Date theretofore in effect. The decision Lenders so agreeing, and (B) subject to agree or withhold agreement to any Maturity Date extension shall be at Section 2.06(f) hereof, the sole discretion Commitment of each Lender. The Commitment of any Declining Lender not so agreeing shall terminate expire on the Maturity then expiring Revolving Termination Date in effect as to and the Borrower shall pay or prepay on such Lender prior to giving effect to any day without premium or penalty all principal of such extension (such Maturity Date being called the “Existing Maturity Date”). The principal amount of any outstanding Lender's Loans made by Declining Lenders, together with any accrued interest thereon and any all accrued facility fees and other amounts payable to or for the accounts such Lender hereunder (including, without limitation, amounts payable pursuant to Section 2.13 hereof as a result of such Declining Lenders hereunderpayment or prepayment); provided, shall be due and payable on the applicable Existing Maturity Date. The Company shall have the righthowever, 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 a Lender or other financial institution approved by the Administrative Agent (such approval not to be unreasonably withheld, conditioned or delayed) that will agree to a request for the extension of the Maturity Date, and any such replacement Lender shall for all purposes constitute a Consenting Lender. Notwithstanding the foregoing, no extension of the Maturity Date pursuant to this paragraph shall become effective unless (A) the conditions set forth in Sections 4.02(a) (but without giving effect to the parenthetical therein) and 4.02(b) shall be satisfied (with all references in such paragraphs to a Borrowing being deemed to be references to such extension) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Company, (B) the Administrative Agent shall have received an opinion of counsel for the Company as to the power and authority of the Company to borrow and perform its obligations hereunder after giving effect to such extension and customary reaffirmation by the Subsidiary Guarantors, and (C) all fees and expenses owing in respect of such extension to the Administrative Agent and the Lenders shall have been paid.--------

Extension of Commitments. The Company may(i) Not earlier than the date which is 60 days (but not later than 30 days) prior to the then existing Revolving Termination Date (the "Extension Request Notice Date"), on not more than two occasions during the term of this Agreement, by written notice Borrower may deliver to the Administrative Agent (which shall promptly deliver a copy transmit the same to each of the LendersLender) not less than 30 days and not more than 60 days prior to any anniversary of the Effective Date a notice (an “Effectiveness Anniversary”), request "Extension Request") requesting that the Lenders extend the Maturity Revolving Termination Date and the Commitments be extended for an additional period of one year364 days commencing on the then existing Revolving Termination Date. Each Lender shall, by notice Not earlier than the date which is 30 days (but not later than 20 days) prior to the Company then existing Revolving Termination Date (the period from the Extension Request Notice Date to such date, the "Extension Request Period"), each Lender (in its sole and absolute discretion and after conducting an internal credit review of the Borrower) shall notify the Administrative Agent given not later than of such Lender's willingness or unwillingness to so extend 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 the requested extension (each Lender agreeing to a requested extension being called a “Consenting Lender” and each Lender declining to agree to a requested extension being called a “Declining Lender”)Revolving Termination Date. Any Lender that has not which shall fail to so advised the Company and notify the Administrative Agent by within such day period shall be deemed to have declined to extend the Revolving Termination Date. If Lenders having Commitments totaling an amount equal to at least 51% of the aggregate amount of the Commitments then in effect agree to such extension and by notice to the Administrative Agent, then (A) subject to clause (iii) below, the Revolving Termination Date shall be a Declining Lender. If Lenders constituting the Required Lenders shall have agreed to extended for an extension request, then the Maturity Date shall, as additional 364 days with respect to the Consenting Lenders, be extended to the first anniversary Commitments of the Maturity Date theretofore in effect. The decision Lenders so agreeing, and (B) subject to agree or withhold agreement to any Maturity Date extension shall be at Section 2.06(f) hereof, the sole discretion Commitment of each Lender. The Commitment of any Declining Lender not so agreeing shall terminate expire on the Maturity then expiring Revolving Termination Date in effect as to and the Borrower shall pay or prepay on such Lender prior to giving effect to any day without premium or penalty all principal of such extension (such Maturity Date being called the “Existing Maturity Date”). The principal amount of any outstanding Lender's Loans made by Declining Lenders, together with any accrued interest thereon and any all accrued facility and usage fees and other amounts payable to or for the accounts such Lender hereunder (including, without limitation, amounts payable pursuant to Section 2.13 hereof as a result of such Declining Lenders hereunderpayment or prepayment); provided, shall be due and payable on the applicable Existing Maturity Date. The Company shall have the righthowever, 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 a Lender or other financial institution approved by the Administrative Agent (such approval not to be unreasonably withheld, conditioned or delayed) that will agree to a request for the extension of the Maturity Date, and any such replacement Lender shall for all purposes constitute a Consenting Lender. Notwithstanding the foregoing, no extension of the Maturity Date pursuant to this paragraph shall become effective unless (A) the conditions set forth in Sections 4.02(a) (but without giving effect to the parenthetical therein) and 4.02(b) shall be satisfied (with all references in such paragraphs to a Borrowing being deemed to be references to such extension) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Company, (B) the Administrative Agent shall have received an opinion of counsel for the Company as to the power and authority of the Company to borrow and perform its obligations hereunder after giving effect to such extension and customary reaffirmation by the Subsidiary Guarantors, and (C) all fees and expenses owing in respect of such extension to the Administrative Agent and the Lenders shall have been paid.that

Extension of Commitments. (a) The Company Borrower may, on by notice to the Administrative Agent in substantially the form of Exhibit “I” hereto given not less than 60 nor more than two occasions during 90 days prior to the term yearly anniversary date of this Agreementthe Effective Date, by written request that the then existing Commitment Termination Date (as applicable, the “Existing Commitment Termination Date”) be extended to a date which is one year after the Existing Commitment Termination Date (as applicable, the “New Commitment Termination Date”). The Administrative Agent shall promptly advise each Bank of such request. Each Bank shall consider such request and may elect to extend or not to extend in its sole and independent discretion and may, 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 Existing Commitment Termination Date (or if such 30th day is not a Business Day, then such notice may also be given on the next succeeding Business Day) (the “Consent Date”). Each Bank that determines not to extend the Existing Commitment Termination Date (a “Non-Extending Bank”) shall notify the Administrative Agent (which shall notify the Borrower) of such fact promptly deliver a copy to each of after such determination (but in any event no later than the Lenders) Consent Date). Any Bank that does not less than 30 days and not more than 60 days prior to any anniversary of the Effective Date (an “Effectiveness Anniversary”), request that the Lenders extend the Maturity Date and the Commitments for an additional period of one year. Each Lender shall, by notice to the Company and advise the Administrative Agent given not later than on or before 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 the requested extension (each Lender agreeing to a requested extension being called a “Consenting Lender” and each Lender declining to agree to a requested extension being called a “Declining Lender”). Any Lender that has not so advised the Company and the Administrative Agent by such day Consent Date shall be deemed to have declined to agree to such extension and shall be a Declining Lender. If Lenders constituting the Required Lenders Non-Extending Bank until such Bank 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 a Lender or other financial institution approved by notify the Administrative Agent (such approval not to be unreasonably withheld, conditioned or delayed) as aforesaid that will agree to a request for the extension of the Maturity Date, and any such replacement Lender shall for all purposes constitute a Consenting Lender. Notwithstanding the foregoing, no extension of the Maturity Date pursuant to this paragraph shall become effective unless (A) the conditions set forth in Sections 4.02(a) (but without giving effect to the parenthetical therein) and 4.02(b) shall be satisfied (with all references in such paragraphs to a Borrowing being deemed to be references it agrees to such extension) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Company, (B) the Administrative Agent shall have received an opinion of counsel for the Company as to the power and authority of the Company to borrow and perform its obligations hereunder after giving effect to such extension and customary reaffirmation by the Subsidiary Guarantors, and (C) all fees and expenses owing in respect of such extension to the Administrative Agent and the Lenders shall have been paid.

Extension of Commitments. The Company may(i) Not earlier than the date which is 60 days (but not later than 30 days) prior to the then existing Revolving Termination Date (the "Extension Request Notice Date"), on not more than two occasions during the term of this Agreement, by written notice Borrower may deliver to the Administrative Agent (which shall promptly deliver a copy transmit the same to each of the LendersLender) not less than 30 days and not more than 60 days prior to any anniversary of the Effective Date a notice (an “Effectiveness Anniversary”), request "Extension Request") requesting that the Lenders extend the Maturity Revolving Termination Date and the Commitments be extended for an additional period of one year364 days commencing on the then existing Revolving Termination Date. Each Lender shall, by notice Not earlier than the date which is 30 days (but not later than 20 days) prior to the Company then existing Revolving Termination Date (the period from the Extension Request Notice Date to such date, the "Extension Request Period"), each Lender (in its sole and absolute discretion and after conducting an internal credit review of the Borrower) shall notify the Administrative Agent given not later than of such Lender's willingness or unwillingness to so extend 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 the requested extension (each Lender agreeing to a requested extension being called a “Consenting Lender” and each Lender declining to agree to a requested extension being called a “Declining Lender”)Revolving Termination Date. Any Lender that has not which shall fail to so advised the Company and notify the Administrative Agent by within such day period shall be deemed to have declined to extend the Revolving Termination Date. If Lenders having Commitments totaling an amount equal to at least 51% of the aggregate amount of the Commitments then in effect agree to such extension and by notice to the Administrative Agent, then (A) subject to clause (iii) below, the Revolving Termination Date shall be a Declining Lender. If Lenders constituting the Required Lenders shall have agreed to extended for an extension request, then the Maturity Date shall, as additional 364 days with respect to the Consenting Lenders, be extended to the first anniversary Commitments of the Maturity Date theretofore in effect. The decision Lenders so agreeing, and (B) subject to agree or withhold agreement to any Maturity Date extension shall be at Section 2.06(f) hereof, the sole discretion Commitment of each Lender. The Commitment of any Declining Lender not so agreeing shall terminate expire on the Maturity then expiring Revolving Termination Date in effect as to and the Borrower shall pay or prepay on such Lender prior to giving effect to any day without premium or penalty all principal of such extension (such Maturity Date being called the “Existing Maturity Date”). The principal amount of any outstanding Lender's Loans made by Declining Lenders, together with any accrued interest thereon and any all accrued facility fees and other amounts payable to or for the accounts such Lender hereunder (including, without limitation, amounts payable pursuant to Section 2.13 hereof as a result of such Declining Lenders hereunderpayment or prepayment); provided, shall be due and payable on the applicable Existing Maturity Date. The Company shall have the righthowever, 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 a Lender or other financial institution approved by the Administrative Agent (such approval not to be unreasonably withheld, conditioned or delayed) that will agree to a request for the extension of the Maturity Date, and any such replacement Lender shall for all purposes constitute a Consenting Lender. Notwithstanding the foregoing, no extension of the Maturity Date pursuant to this paragraph shall become effective unless (A) the conditions set forth in Sections 4.02(a) (but without giving effect to the parenthetical therein) and 4.02(b) shall be satisfied (with all references in such paragraphs to a Borrowing being deemed to be references to such extension) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Company, (B) the Administrative Agent shall have received an opinion of counsel for the Company as to the power and authority of the Company to borrow and perform its obligations hereunder after giving effect to such extension and customary reaffirmation by the Subsidiary Guarantors, and (C) all fees and expenses owing in respect of such extension to the Administrative Agent and the Lenders shall have been paid.that

Extension of Commitments. (a) The Company Borrower may, by notice once a year to the Administrative Agent in substantially the form of Exhibit “J” hereto, request that the then existing Commitment Termination Date of a Class (as applicable, the “Existing Commitment Termination Date”) be extended to a date which is one year after the Existing Commitment Termination Date of such Class (as applicable, the “New Commitment Termination Date”). The Administrative Agent shall promptly, but in any event within three (3) Business Days, advise each Bank of the applicable Class (the “Extension Class Banks”) of such request. Each Extension Class Bank shall consider such request and may elect to extend or not to extend in its sole and independent discretion and may, 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 after the date the Administrative Agent has advised the Extension Class Banks of such request to extend the Existing Commitment Termination Date of the applicable Class (or if such 30th day is not more than two occasions during a Business Day, then such notice may also be given on the term of this Agreement, by written notice next succeeding Business Day) (the “Consent Date”). Each Extension Class Bank that determines not to extend such Existing Commitment Termination Date (a “Non-Extending Bank”) shall notify the Administrative Agent (which shall notify the Borrower) of such fact promptly deliver a copy to each of after such determination (but in any event no later than the Lenders) Consent Date). Any Extension Class Bank that does not less than 30 days and not more than 60 days prior to any anniversary of the Effective Date (an “Effectiveness Anniversary”), request that the Lenders extend the Maturity Date and the Commitments for an additional period of one year. Each Lender shall, by notice to the Company and advise the Administrative Agent given not later than on or before 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 the requested extension (each Lender agreeing to a requested extension being called a “Consenting Lender” and each Lender declining to agree to a requested extension being called a “Declining Lender”). Any Lender that has not so advised the Company and the Administrative Agent by such day Consent Date shall be deemed to have declined to agree to such extension and shall be a 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 a Lender or other financial institution approved by the Administrative Agent (such approval not to be unreasonably withheld, conditioned or delayed) that will agree to a request for the extension of the Maturity Date, and any such replacement Lender shall for all purposes constitute a Consenting Lender. Notwithstanding the foregoing, no extension of the Maturity Date pursuant to this paragraph shall become effective unless (A) the conditions set forth in Sections 4.02(a) (but without giving effect to the parenthetical therein) and 4.02(b) shall be satisfied (with all references in such paragraphs to a Borrowing being deemed to be references to such extension) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Company, (B) the Administrative Agent shall have received an opinion of counsel for the Company as to the power and authority of the Company to borrow and perform its obligations hereunder after giving effect to such extension and customary reaffirmation by the Subsidiary Guarantors, and (C) all fees and expenses owing in respect of such extension to the Administrative Agent and the Lenders shall have been paid.Non-Extending Bank

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 (which shall promptly deliver a copy to each of the Lenders) not less than 30 days and not more than 60 days prior to any anniversary of the Effective Date (an “Effectiveness Anniversary”), request that the Lenders extend the Maturity Date and the Commitments for an additional period of one year; provided that, after giving effect to any such extension, the Maturity Date as so extended may not be more than five years after the applicable Extension Closing Date. Each Lender shall, by notice to the Company and the Administrative Agent 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 the requested extension (each Lender agreeing to a requested extension being called a “Consenting Lender” and each Lender declining to agree to a requested extension being called a “Declining Lender”). Any Lender that has not so advised the Company and the Administrative Agent by such day shall be deemed to have declined to agree to such extension and shall be a Declining Lender. If Lenders constituting the Required Lenders shall have agreed to an extension request, then then, effective as of the Extension Closing Date with respect thereto, 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 a Lender or other financial institution approved by the Administrative Agent (such approval not to be unreasonably withheld, conditioned or delayed) that will agree to a request for the extension of the Maturity Date, and any such replacement Lender shall for all purposes constitute a Consenting Lender. Notwithstanding the foregoing, no extension of the Maturity Date pursuant to this paragraph shall become effective unless (A) the conditions set forth in Sections 4.02(a) (but without giving effect to the parenthetical therein) and 4.02(b) shall be satisfied (with all references in first date on which such paragraphs to a Borrowing being deemed to be references to such extension) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer consent of the Company, (B) the Administrative Agent shall have received an opinion of counsel for the Company as to the power and authority of the Company to borrow and perform its obligations hereunder after giving effect to such extension and customary reaffirmation by the Subsidiary Guarantors, and (C) all fees and expenses owing in respect of such extension to the Administrative Agent and the Lenders shall have been paid.the

Extension of Commitments. The Company may(i) Not earlier than the date which is 60 days (but not later than 30 days) prior to the then existing Revolving Termination Date (the "Extension --------- Request Notice Date"), on not more than two occasions during the term of this Agreement, by written notice Borrower may deliver to the Administrative Agent ------------------- (which shall promptly deliver a copy transmit the same to each Lender) a notice (an "Extension --------- Request") requesting that the Revolving Termination Date be extended for an ------- additional 364 days commencing on the then existing Revolving Termination Date. Not earlier than the date which is 30 days (but not later than 20 days) prior to the then existing Revolving Termination Date (the period from the Extension Request Notice Date to such date, the "Extension Request Period"), each Lender ------------------------ (in its sole and absolute discretion and after conducting an internal credit review of the LendersBorrower) not less than 30 days and not more than 60 days prior to any anniversary of the Effective Date (an “Effectiveness Anniversary”), request that the Lenders extend the Maturity Date and the Commitments for an additional period of one year. Each Lender shall, by notice to the Company and shall notify the Administrative Agent given not later than of such Lender's willingness or unwillingness to so extend 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 the requested extension (each Lender agreeing to a requested extension being called a “Consenting Lender” and each Lender declining to agree to a requested extension being called a “Declining Lender”)Revolving Termination Date. Any Lender that has not which shall fail to so advised the Company and notify the Administrative Agent by within such day period shall be deemed to have declined to extend the Revolving Termination Date. If Lenders having Commitments totaling an amount equal to at least 51% of the aggregate amount of the Commitments then in effect agree to such extension and by notice to the Administrative Agent, then (A) subject to clause (iii) below, the Revolving Termination Date shall be a Declining Lender. If Lenders constituting the Required Lenders shall have agreed to extended for an extension request, then the Maturity Date shall, as additional 364 days with respect to the Consenting Lenders, be extended to the first anniversary Commitments of the Maturity Date theretofore in effect. The decision Lenders so agreeing, and (B) subject to agree or withhold agreement to any Maturity Date extension shall be at Section 2.06(f) hereof, the sole discretion Commitment of each Lender. The Commitment of any Declining Lender not so agreeing shall terminate expire on the Maturity then expiring Revolving Termination Date in effect as to and the Borrower shall pay or prepay on such Lender prior to giving effect to any day without premium or penalty all principal of such extension (such Maturity Date being called the “Existing Maturity Date”). The principal amount of any outstanding Lender's Loans made by Declining Lenders, together with any accrued interest thereon and any all accrued facility and usage fees and other amounts payable to or for the accounts such Lender hereunder (including, without limitation, amounts payable pursuant to Section 2.13 hereof as a result of such Declining Lenders hereunderpayment or prepayment); provided, shall be due and payable on the applicable Existing Maturity Date. The Company shall have the righthowever, 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 a Lender or other financial institution approved by the Administrative Agent (such approval not to be unreasonably withheld, conditioned or delayed) that will agree to a request for the extension of the Maturity Date, and any such replacement Lender shall for all purposes constitute a Consenting Lender. Notwithstanding the foregoing, no extension of the Maturity Date pursuant to this paragraph shall become effective unless (A) the conditions set forth in Sections 4.02(a) (but without giving effect to the parenthetical therein) and 4.02(b) shall be satisfied (with all references in such paragraphs to a Borrowing being deemed to be references to such extension) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Company, (B) the Administrative Agent shall have received an opinion of counsel for the Company as to the power and authority of the Company to borrow and perform its obligations hereunder after giving effect to such extension and customary reaffirmation by the Subsidiary Guarantors, and (C) all fees and expenses owing in respect of such extension to the Administrative Agent and the Lenders shall have been paid.--------