Common use of Extension of Commitments Clause in Contracts

Extension of Commitments. (i) The Company shall have the right, upon no earlier than 60 days but no later than 45 days’ notice to the Administrative Agent (which shall promptly forward such notice to the Lenders) prior to each of the first two anniversaries of the Effective Date (each, a “Relevant Anniversary”), to request that the Termination Date then in effect (the “Current Termination Date”) be extended to the date one year after such Current Termination Date (such extended date, an “Extended Termination Date”). (ii) Each Lender acting in its sole and individual discretion will use its reasonable efforts to notify the Administrative Agent at least 20 days 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 extension at least 20 days before the Relevant Anniversary (each, a “Declining Lender”) shall continue to be a Lender with a Commitment until the earlier of the Current Termination Date or until such Lender is replaced pursuant to clause (iii) of this subsection (d) (but shall not have any Commitment during any extended period to which it has not agreed). (iii) The Company shall have the right to replace, effective as of the Relevant Anniversary or the Current Termination Date, each Declining Lender with, and add as “Lenders” under this Agreement, one or more Additional Commitment Lenders with the approval of 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 is a Lender, its Commitment shall be in addition to such Lender’s Commitment hereunder), and such Additional Commitment Lender shall become a “Lender” for all purposes of this Agreement on the Relevant Anniversary or the Current Termination Date, as the case may be. (iv) If and only if the total of the Commitments of the Lenders that have so agreed to extend the Termination Date, taking into account any Commitment increases pursuant to clause (iii) of this subsection (d), shall be more than 50% of the aggregate amount of the Commitments in effect immediately prior to the Relevant Anniversary, the Current Termination Date shall be extended, effective as of the Relevant Anniversary, to the Extended Termination Date; provided that, if such Commitments shall be less than 100% of the aggregate amount of the Commitments in effect immediately prior to the Relevant Anniversary, the Borrowers shall have the right to rescind the request to so extend the Current Termination Date. The Borrowers agree to pay in 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 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; (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 date.

Extension of Commitments. (ia) The Company shall have the rightBorrower may, upon no not earlier than 90 days and not later than 60 days but no later than 45 days’ before the Commitment Termination Date, by notice to the Administrative Agent (which shall promptly forward such notice to the Lenders) prior to each of the first two anniversaries of the Effective Date (each, a “Relevant Anniversary”), to request that the Commitment Termination Date then in effect (the “Current Existing Commitment Termination Date”) be extended to the date one year 364 days after such Current Termination Date (such extended date, an “Extended the Existing Commitment Termination Date”). The Administrative Agent shall promptly notify the Lenders of such request. The Borrower may make this extension request only once. (iib) Each Lender acting Lender, in its sole and individual discretion will use its reasonable efforts discretion, shall, by notice to notify the Administrative Agent at least 20 given not more than 60 nor less than 50 days before the Relevant Anniversary Existing Commitment Termination Date, advise the Administrative Agent whether it or not such Lender agrees to participate in such extension. Any A Lender that does determines not to so extend its Commitment shall so notify the Administrative Agent that it promptly after making such determination and is herein called a “Non-Extending Lender”. If a Lender does not give timely notice to the Administrative Agent of whether or not such Lender agrees to such extension at least 20 extension, it shall be deemed to be a Non-Extending Lender. (c) The Administrative Agent shall notify the Borrower of each Lender’s determination on or before the date 45 days before the Relevant Anniversary (each, a “Declining Lender”) shall continue to be a Lender with a Existing Commitment until the earlier of the Current Termination Date or until such Lender is replaced pursuant to clause (iii) of this subsection (d) (but shall not have any Commitment during any extended period to which it has not agreed)Date. (iii) The Company shall have the right to replace, effective as of the Relevant Anniversary or the Current Termination Date, each Declining Lender with, and add as “Lenders” under this Agreement, one or more Additional Commitment Lenders with the approval of 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 is a Lender, its Commitment shall be in addition to such Lender’s Commitment hereunder), and such Additional Commitment Lender shall become a “Lender” for all purposes of this Agreement on the Relevant Anniversary or the Current Termination Date, as the case may be. (ivd) If and only if (i) the total of the Commitments of the Lenders that have so agreed to extend the Termination Date, taking into account any Commitment increases pursuant to clause (iii) of this subsection (d), shall be their Commitments as herein provided is more than 5075% of the aggregate amount of the Commitments in effect immediately prior to the Relevant Anniversary, the Current Termination Date shall be extended, effective as of the Relevant Anniversary, to the Extended Existing Commitment Termination Date; provided that, if such Commitments shall be less than 100% of the aggregate amount of the Commitments in effect and (ii) immediately prior to the Relevant Anniversary, the Borrowers shall have the right to rescind the request to so extend the Current Termination Date. The Borrowers agree to pay in 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 Declining Lender is replaced as a Lender pursuant to clause (iii) of this subsection (d). (v) Notwithstanding the foregoing, each extension of the Existing Commitment 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; (2) all representations and warranties contained of the Borrower set forth in Section 4.01 are shall be true and correct in all material respects on and as of the date of the request pursuant to clause (i) above Existing Commitment Termination Date as though made on 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 , then effective on the Relevant Anniversary or the Current Existing Commitment Termination Date there are Advances outstanding, appropriate adjustments the Commitment Termination Date shall be made among extended to the Lenders to cause date 364 days after the outstanding Advances to Existing Commitment Termination Date (or, if such day is not a Business Day, the immediately preceding Business Day) which date shall thereafter be held ratably by all Lenders in accordance with their respective Commitments as the Commitment Table of Contents Termination Date, provided that the Commitment of each such dateNon-Extending Lender shall in any event terminate on the Existing Commitment Termination Date and the Borrower shall pay in full on the Existing Termination Date all amounts payable to each Non-Extending Lender hereunder.

Extension of Commitments. (i) The Company shall have may, on not more than two occasions during the rightterm of this Agreement, upon no earlier than 60 days but no later than 45 days’ by written notice to the Administrative Agent (which shall promptly forward such notice to the Lenders) prior deliver a copy to each of the first two anniversaries Lenders) not less than 30 days and not more than 60 days prior to any anniversary of the Effective Date (each, a an “Relevant Effectiveness Anniversary”), to request that the Termination Lenders extend the Maturity Date then in effect (and the “Current Termination Date”) be extended Commitments for an additional period of one year. Each Lender shall, by notice to the date one year after such Current Termination Date (such extended date, an “Extended Termination Date”). (ii) Each Lender acting in its sole Company and individual discretion will use its reasonable efforts to notify the Administrative Agent at least 20 days before given not later than the Relevant Anniversary 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 participate in such extension. Any the requested extension (each Lender that does not so notify the Administrative Agent that it agrees agreeing to such a requested extension at least 20 days before the Relevant Anniversary (each, 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 continue be deemed to have declined to agree to such extension and shall be a Lender with a Commitment until Declining Lender. If Lenders constituting the earlier 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 Current Termination Maturity Date theretofore in effect. The decision to agree or until 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 is replaced pursuant prior to clause giving effect to any such extension (iii) such Maturity Date being called the “Existing Maturity Date”). The principal amount of this subsection (d) (but 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 not have any Commitment during any extended period to which it has not agreed). (iii) be due and payable on the applicable Existing Maturity Date. The Company shall have the right right, pursuant to replaceand in accordance with Section 2.16(b), effective as of the Relevant Anniversary or the Current Termination at any time prior to any Existing Maturity Date, each to replace a Declining Lender with, and add as “Lenders” under this Agreement, one with a Lender or more Additional Commitment Lenders with the approval of other financial institution approved by the Administrative Agent (such approval not to be unreasonably withheld), each conditioned or delayed) that will agree to a request for the extension of which Additional Commitment Lenders shall have entered into an Additional Commitment Agreement pursuant to which the Maturity Date, and any such Additional Commitment replacement Lender shall undertake a Commitment (if any such Additional Commitment Lender is a Lender, its Commitment shall be in addition to such Lender’s Commitment hereunder), and such Additional Commitment Lender shall become a “Lender” for all purposes of this Agreement on the Relevant Anniversary or the Current Termination Date, as the case may be. (iv) If and only if the total of the Commitments of the Lenders that have so agreed to extend the Termination Date, taking into account any Commitment increases pursuant to clause (iii) of this subsection (d), shall be more than 50% of the aggregate amount of the Commitments in effect immediately prior to the Relevant Anniversary, the Current Termination Date shall be extended, effective as of the Relevant Anniversary, to the Extended Termination Date; provided that, if such Commitments shall be less than 100% of the aggregate amount of the Commitments in effect immediately prior to the Relevant Anniversary, the Borrowers shall have the right to rescind the request to so extend the Current Termination Dateconstitute a Consenting Lender. The Borrowers agree to pay in 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 Declining Lender is replaced as a Lender pursuant to clause (iii) of this subsection (d). (v) Notwithstanding the foregoing, each no extension of the Termination Maturity Date hereunder pursuant to this subsection paragraph shall become effective unless (dA) the conditions set forth in Sections 4.02(a) (but without giving effect to the parenthetical therein) and 4.02(b) shall be effective only if: satisfied (1with all references in such paragraphs to a Borrowing being deemed to be references to such extension) no Default or Event of Default has occurred and is continuing as the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the date Company, (B) the Administrative Agent shall have received an opinion of counsel for 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 Company as to the execution, delivery power and performance by them authority of this Agreement the Company to borrow and the Notes, taking into account perform its obligations hereunder after giving effect to such extension, having been duly authorized by and (C) all necessary corporate action (it being understood fees 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 expenses owing in all material respects only as respect of such date); and (3) if on extension to the Relevant Anniversary or the Current Termination Date there are Advances outstanding, appropriate adjustments shall be made among Administrative Agent and the Lenders to cause the outstanding Advances to be held ratably by all Lenders in accordance with their respective Commitments as of each such dateshall have been paid.

Extension of Commitments. (ia) The Company shall have the rightBorrower may, upon no earlier than 60 days but no later than 45 days’ by notice once a year to the Administrative Agent (which shall promptly forward such notice to in substantially the Lenders) prior to each form of the first two anniversaries of the Effective Date (eachExhibit “J” hereto, a “Relevant Anniversary”), to request that the then existing Commitment Termination Date then in effect of a Class (as applicable, the “Current Existing Commitment Termination Date”) be extended to the a date which is one year after such Current the Existing Commitment Termination Date of such Class (such extended dateas applicable, an the “Extended New Commitment Termination Date”). . The Administrative Agent shall promptly, but in any event within three (ii3) Business Days, advise each Bank of the applicable Class (the “Extension Class Banks”) of such request. Each Lender acting Extension Class Bank shall consider such request and may elect to extend or not to extend in its sole and individual independent discretion will use and may, at its reasonable efforts 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 at least 20 thereof (which shall notify the Borrower) on or prior to the date which is 30 days before after the Relevant Anniversary whether it agrees date the Administrative Agent has advised the Extension Class Banks of such request to participate in extend the Existing Commitment Termination Date of the applicable Class (or if such extension30th day is not a Business Day, then such notice may also be given on the next succeeding Business Day) (the “Consent Date”). Any Lender Each Extension Class Bank that does determines not so 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 after such determination (but in any event no later than the Consent Date). Any Extension Class Bank that it agrees to such extension at least 20 days does not advise the Administrative Agent on or before the Relevant Anniversary (each, a “Declining Lender”) Consent Date shall continue be deemed to be a Lender with a Commitment until the earlier of the Current Termination Date or until such Lender is replaced pursuant to clause (iii) of this subsection (d) (but shall not have any Commitment during any extended period to which it has not agreed).Non-Extending Bank (iiib) The Company Borrower shall have the right to replace, effective as of the Relevant Anniversary or the Current Termination Date, each Declining Lender with, and add as “Lenders” under this Agreement, one or more Additional Commitment Lenders at any time with the approval consent of the Administrative Agent (which consent will not to be unreasonably withheld) to replace each Non-Extending Bank with one or more other lenders (each for purposes of this Section 2.11, a “Replacement Bank”), each of which Additional Commitment Lenders Replacement Banks shall have entered into either a Transfer Supplement substantially in the form of Exhibit “C” hereto or an Additional Commitment Agreement agreement otherwise in form and substance satisfactory to the Borrower and the Administrative Agent pursuant to which such Additional Commitment Lender Replacement Bank shall undertake a Commitment all or any portion of the Commitments of one or both Classes of one or more Non-Extending Banks (if any such Additional Commitment Lender Replacement Bank is a LenderBank, its Commitment Commitments shall be in addition to such LenderBank’s Commitments hereunder on such date). For greater certainty, if the Borrower requests that a Commitment hereunder)Termination Date be extended and a Bank declines to extend its applicable Commitment, and the Borrower may replace such Additional Commitment Lender shall become a “Lender” for all purposes Bank pursuant to the provisions of this Agreement on Section 2.11(b) with respect to the Relevant Anniversary 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 Current Termination Date, as the case may beCommitments for both Classes of such Non-Extending Bank. (ivc) If and only if Extension Class Banks holding Commitments of the total of applicable Class (not including the Commitments of such Class of the Lenders Replacement Banks) that have so agreed to extend the Termination Date, taking into account any Commitment increases pursuant to clause (iii) of this subsection (d), shall be aggregate more than 50% of the aggregate amount of the Commitments in effect immediately prior of such Class (not including the Commitments of such Class of the Replacement Banks) shall, by the Consent Date, have agreed to extend the Relevant AnniversaryExisting Commitment Termination Date, the Current Termination Date shall be extendedthen, effective as of the Relevant AnniversaryExisting Commitment Termination Date, such Existing Commitment Termination Date shall be extended as to the Extended Termination Date; provided thatExtending Class Banks and any Replacement Bank only to the date so requested by the Borrower (provided, if such Commitments date is not a Business Day, then such Commitment Termination Date as so extended shall be less the immediately preceding Business Day), the Commitment Termination Date of the 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 “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, the extension of the Existing Commitment Termination Date shall not be effective with respect to any Extension Class Bank unless: (i) Banks holding Commitments of the applicable Class (not including the Commitments of the Replacement Banks) that aggregate more than 10050% 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 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 extension and the 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 immediately that since the date of the most recent audited financial statements furnished to the Banks pursuant to Section 9.1 prior to the Relevant Anniversary, the Borrowers shall have the right to rescind the request to so extend the Current Termination Date. The Borrowers agree to pay in full all amounts owing hereunder to each Declining Lender on the Relevant Anniversary or the Current Termination Consent Date, as there has occurred no material adverse change in the case may bebusiness, on which such Declining Lender is replaced operations, business prospects or financial condition of the Borrower and its Subsidiaries, taken 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 whole; as of the date of said certificate, no Default has occurred or is continuing or will result from extending the request pursuant to clause (i) above and Commitment Termination Date of the Relevant Anniversary; (2) all representations and warranties contained in Section 4.01 are true and correct in all material respects on and applicable Class; and, as of the date of said certificate, the request pursuant 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 clause (i) above relate solely to an earlier date, in which case such representations 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 warranties shall be required to be true and correct in all material respects only as of such earlier date); and. 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. (3e) if on If the Relevant Anniversary or the Current Existing Commitment Termination Date there are Advances outstandingof a Class is not extended as aforesaid, appropriate adjustments 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 made among the Lenders Commitment Termination Date for the applicable Class for such Bank with respect to cause the outstanding Advances 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 held ratably reduced by the Commitment of such Class of each such Non-Extending 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 portion not so undertaken by the Replacement Bank), as provided in Section 2.11(b) pursuant to either a Transfer Supplement substantially in the form of Exhibit “C” hereto or an agreement otherwise in form and substance satisfactory to the Borrower and the Administrative Agent. Upon the occurrence of a Commitment Termination Date of a Class with respect to a Non-Extending Bank, the Accommodations Outstanding of such Class together with all Lenders accrued interest and Fees and other amounts owing, in each case, to such Bank with respect to such Class shall be paid by the Borrower in accordance with their respective Commitments as Section 4.1, unless a Replacement Bank has agreed to undertake the entire Commitment of each such dateClass of the Non-Extending Bank (or, if a Replacement Bank has agreed to undertake only a portion of such Commitment, the portion of 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 not undertaken by the Replacement Bank shall be paid by the Borrower in accordance with Section 4.1).

Extension of Commitments. (i) The Company shall have the right, upon no Not earlier than the date which is 60 days (but no not later than 45 30 days’ notice ) prior to the then existing Revolving Termination Date (the "Extension --------- Request Notice Date"), the Borrower may deliver to the Administrative Agent ------------------- (which shall promptly forward such transmit the same to each Lender) a notice to (an "Extension --------- Request") requesting that the LendersRevolving 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 each of the first two anniversaries of the Effective Date (each, a “Relevant Anniversary”), to request that the Termination Date then in effect (the “Current Termination Date”) be extended to the date one year after such Current existing Revolving Termination Date (the period from the Extension Request Notice Date to such extended date, an “Extended Termination Date”the "Extension Request Period"). , each Lender ------------------------ (ii) Each Lender acting in its sole and individual absolute discretion will use its reasonable efforts to and after conducting an internal credit review of the Borrower) shall notify the Administrative Agent at least 20 days before of such Lender's willingness or unwillingness to so extend the Relevant Anniversary whether it agrees to participate in such extensionRevolving Termination Date. Any Lender that does not which shall fail to so notify the Administrative Agent that it agrees to within such extension at least 20 days before the Relevant Anniversary (each, a “Declining Lender”) shall continue to be a Lender with a Commitment until the earlier of the Current Termination Date or until such Lender is replaced pursuant to clause (iii) of this subsection (d) (but shall not have any Commitment during any extended period to which it has not agreed). (iii) The Company shall have the right to replace, effective as of the Relevant Anniversary or the Current Termination Date, each Declining Lender with, and add as “Lenders” under this Agreement, one or more Additional Commitment Lenders with the approval of 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 is a Lender, its Commitment shall be in addition deemed to such Lender’s Commitment hereunder), and such Additional Commitment Lender shall become a “Lender” for all purposes of this Agreement on the Relevant Anniversary or the Current Termination Date, as the case may be. (iv) If and only if the total of the Commitments of the Lenders that have so agreed declined to extend the Revolving Termination Date, taking into account any Commitment increases pursuant . If Lenders having Commitments totaling an amount equal to clause (iii) of this subsection (d), shall be more than 50at least 51% of the aggregate amount of the Commitments then in effect immediately prior agree to such extension by notice to the Relevant AnniversaryAdministrative Agent, the Current Termination Date shall be extended, effective as of the Relevant Anniversary, to the Extended Termination Date; provided that, if such Commitments shall be less than 100% of the aggregate amount of the Commitments in effect immediately prior to the Relevant Anniversary, the Borrowers shall have the right to rescind the request to so extend the Current Termination Date. The Borrowers agree to pay in 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 Declining Lender is replaced as a Lender pursuant then (A) subject to clause (iii) of this subsection (d). (v) Notwithstanding below, the foregoing, each extension Revolving Termination Date shall be extended for an additional 364 days with respect to the Commitments of the Lenders so agreeing, and (B) subject to Section 2.06(f) hereof, the Commitment of each Lender not so agreeing shall expire on the then expiring Revolving Termination Date and the Borrower shall pay or prepay on such day without premium or penalty all principal of such Lender's Loans together with accrued interest thereon and all accrued facility and usage fees and other amounts payable to such Lender hereunder (including, without limitation, amounts payable pursuant to this subsection (d) shall be effective only if: (1) no Default or Event of Default has occurred and is continuing Section 2.14 hereof 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 result of such datepayment or prepayment); and (3) if on the Relevant Anniversary or the Current Termination Date there are Advances outstandingprovided, 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 date.however, that

Extension of Commitments. (ia) The Company shall have the rightBorrower may, upon no earlier than 60 days but no later than 45 days’ by written notice to the Administrative Agent (which shall promptly forward such notice to the Lenders) prior deliver a copy to each of the first two anniversaries Lenders), given not more than sixty (60) days nor less than thirty (30) days prior to any anniversary of the Effective Closing Date (eachwhile the Revolving Credit Commitments are in effect, a “Relevant Anniversary”), to request that the Termination Lenders extend the then scheduled Maturity Date then in effect (the “Current Termination "Existing Date”") be extended for an additional one-year period. Each Lender shall, by notice to the date one year Borrower and the Agent given within fifteen (15) Business Days after the Borrower gives such Current Termination Date notice, advise the Borrower and the Agent whether or not such Lender consents to the extension request (and any Lender which does not respond during such extended date, an “Extended Termination Date”15-Business-Day period shall be deemed to have advised the Borrower that it will not agree to such extension). (iib) Each In the event that, on the 15th Business Day after Borrower gives the notice described in subsection (a) above, not all of the Lenders shall have agreed to extend their Revolving Credit Commitments, the Borrower shall notify each of the consenting Lenders ("Consenting Lenders") of the amount of the Revolving Credit Commitments of the non-extending Lenders ("Non-Consenting Lenders") and each of such Consenting Lenders shall, by notice to the Borrower and the Agent given within ten (10) Business Days after receipt of such notice, advise the Agent and Borrower whether or not such Lender acting in its sole wishes to purchase all or a portion of the Revolving Credit Commitments of the Non-Consenting Lenders (and individual discretion will use its reasonable efforts any Lender which does not respond during such 10-Business-Day period shall be deemed to notify have rejected such offer). In the Administrative Agent at least 20 days before the Relevant Anniversary whether it event that more than one Consenting Lender agrees to participate in purchase all or a portion of such extension. Any Lender that does not Revolving Credit Commitments, the Borrower and the Agent shall allocate such Revolving Credit Commitments among such Consenting Lenders so notify as to preserve, to the Administrative Agent that it agrees extent possible, the relative pro rata shares of the Consenting Lenders of the Revolving Credit Commitments prior to such extension at least 20 days before the Relevant Anniversary (each, a “Declining Lender”) shall continue request. If Consenting Lenders do not elect to be a Lender with a Commitment until the earlier assume all of the Current Termination Date or until such Lender is replaced pursuant to clause (iii) Revolving Credit Commitments of this subsection (d) (but shall not have any Commitment during any extended period to which it has not agreed). (iii) The Company the Non-Consenting Lenders, the Borrower shall have the right to replacearrange for one or more banks or other lending institutions (any such bank or lending institution being called a "New Lender"), effective to purchase the Revolving Credit Commitment of any Non-Consenting Lender. Each Non-Consenting Lender shall assign its Revolving Credit Commitment and the Loans outstanding hereunder to the Consenting Lender or New Lender purchasing such Revolving Credit Commitment in accordance with Section 11.6., in return for payment in full of all principal, interest and other amounts owing to such Non-Consenting Lender hereunder, on or before the Existing Date and, as of the Relevant Anniversary or the Current Termination Dateeffective date of such assignment, shall no longer be a party hereto, provided that each Declining New Lender with, and add as “Lenders” under this Agreement, one or more Additional Commitment Lenders with shall be subject to the approval of the Administrative Agent (which approval shall 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 (if any such Additional Commitment Lender is a Lender, its Commitment shall be in addition to such Lender’s Commitment hereunder), and such Additional Commitment Lender shall become a “Lender” for all purposes of this Agreement on the Relevant Anniversary or the Current Termination Date, as the case may be. (iv) If and only if the total of the if) Lenders (including New Lenders) holding Revolving Credit Commitments of the Lenders that have so agreed to extend the Termination Date, taking into account any Commitment increases pursuant to clause (iii) of this subsection (d), shall be more than 50representing at least 60% of the aggregate Revolving Credit Commitments on the date of such extension request shall have agreed in accordance with the terms hereof to such extension (the "Continuing Lenders"), then (i) the Maturity Date shall be extended for one additional year from the Existing Date and (ii) the Commitment of any Non-Consenting Lender which has not been assigned to a Consenting Lender or a New Lender shall terminate (with the result that the amount of the Total Commitments in shall be decreased by the amount of such Revolving Credit Commitment), and all Loans of such Non-Consenting Lender shall become due and payable, together with all interest accrued thereon and all other amounts owed to such Non-Consenting Lender hereunder, on the Existing Date applicable to such Lender without giving effect immediately prior to any extension of the Relevant Anniversary, Maturity Date. (c) The effective date of any extension of the Current Termination Maturity Date shall be extended, effective as of the Relevant Anniversary, to the Extended Termination Date; provided that, if such Commitments shall be less than 100date on which 60% of the aggregate amount Continuing Lenders have agreed to such extension in accordance with the terms of the Commitments in effect immediately prior to the Relevant Anniversary, the Borrowers shall have the right to rescind the request to so extend the Current Termination Date. The Borrowers agree to pay in 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 Declining Lender is replaced as a Lender pursuant to clause (iii) of this subsection (dSection 2.5(b). (vd) Notwithstanding The extension by the foregoing, each extension Swing Line Lender of the Termination Date hereunder its Revolving Credit Commitment pursuant to this subsection (d) Section 2.5. shall be effective only if: (1) no Default or Event of Default has occurred and is continuing as of automatically extend 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 dateSwing Line Commitment.