Common use of Extension of Expiry Date Clause in Contracts

Extension of Expiry Date. Not less than 60 days and not more than 90 days prior to the Expiry Date then in effect, the Borrowers may make a written request (the "Extension Request") to the Administrative Agent at its Notice Office, which request the Administrative Agent shall promptly transmit to each of the Banks, that the Expiry Date then in effect be extended to the date which occurs 364 days after the Requested Extension Effective Date specified by the Borrowers in the Extension Request. Each Extension Request shall specify a date (the "Requested Extension Effective Date"), which shall be a Business Day not earlier than 40 days after the giving of the respective notice and not later than the Expiry Date then in effect, on which such extension of the Expiry Date, if granted by the Banks, shall occur. Each Extension Request shall also be accompanied by a certificate of an authorized officer of the Borrowers stating that no Default or Event of Default has occurred and is continuing. Each Bank, acting in its sole discretion and with no obligation to grant any extension pursuant to this Section 1.13, shall, by written notice to the Borrowers and the Administrative Agent, such notice to be given within 30 days of its receipt of the relevant Extension Request, advise the Borrowers and the Administrative Agent whether such Bank agrees to such extension, provided that: (i) any Bank that fails to so notify the Borrowers and the Administrative Agent shall be deemed to have elected not to grant such extension as to itself and (ii) any extension of the Expiry Date pursuant to this Section 1.13 shall be effective on the Requested Extension Expiry Date only to those Banks (the "Extending Banks") (and their respective Commitments) which have consented to such extension pursuant to such Extension Request. The Expiry Date for each Bank which does not consent to such extension pursuant to such Extension Request (each a "Non-Extending Bank") shall be the Expiry Date as in effect immediately before giving effect to such Extension Request. No Bank shall be under any obligation whatsoever to consent to an Extension Request and may refuse to extend the Expiry Date as to itself in its sole and absolute discretion. The Administrative Agent shall notify the Borrowers and each Bank of the effectiveness of any such extension. (b) The Commitment of each Non-Extending Bank shall terminate permanently and irrevocably on the Expiry Date in effect for such Bank before giving effect to any extension of such Expiry Date pursuant to an Extension Request to which such Bank has not consented, and the Borrower shall pay to each Non-Extending Bank an amount equal to all Obligations then owing to such Non-Extending Bank and such Non-Extending Bank shall thereafter cease to be a "Bank" hereunder (except with respect to its rights under Sections 2.01, 3.04 and 12.01 and any provision of this Agreement which by its terms survives the termination of this Agreement and its obligations under Section 12.16); PROVIDED that, the Borrowers may at their option (i) allocate all or any portion of the Commitment of any Non-Extending Bank to any Extending Bank or Extending Banks which agree in their sole and absolute discretion to accept such allocation and/or (ii) permit any Eligible Transferee acceptable to the Agents that is not a party to this Agreement, to assume all or a portion of such Non-Extending Bank's Commitment, in each case pursuant to one or more Assignment and Assumption Agreements to be executed and effected in accordance with Section 12.04(b). Upon (A) the execution of such Assignment and Assumption Agreement (or on such date specified in such Assignment and Assumption Agreement, which date shall not be later than the Expiry Date as in effect for such Non-Extending Bank), (B) the payment to such Non-Extending Banks of all amounts of principal, interest, fees and other

Extension of Expiry Date. Not (i) The Borrowers may, by sending an ------------------------ Extension Letter to the Agent (in which case the Agent shall promptly deliver a copy to each of the Banks), not less than 60 30 days and not more than 90 45 days prior to the Expiry Date then in effect, the Borrowers may make a written request effect (the "Extension RequestCurrent Expiry Date") to ), request that the Administrative Agent at its Notice Office, which request the Administrative Agent shall promptly transmit to each of the Banks, that Banks extend the Expiry Date then in effect be extended to the date which occurs so that it will occur 364 days after the Requested Extension Effective Date specified by the Borrowers in the Extension Request. Each Extension Request shall specify a date (the "Requested Extension Effective Date"), which shall be a Business Day not earlier than 40 days after the giving of the respective notice and not later than the Expiry Date then in effect, on which such extension of the Current Expiry Date, if granted by the Banks, shall occur. Each Extension Request shall also be accompanied by a certificate of an authorized officer of the Borrowers stating that no Default or Event of Default has occurred and is continuing. Each Bank, acting in its sole discretion and with no obligation to grant any extension pursuant to this Section 1.13discretion, shall, by written notice to the Borrowers Agent given not less than 20 days and the Administrative Agent, such notice to be given within not more than 30 days of its receipt of prior to the relevant Extension RequestCurrent Expiry Date, advise the Borrowers and the Administrative Agent in writing whether or not such Bank agrees to such extension, extension (each Bank that so advises the Agent that it will not extend the Expiry Date being referred to herein as a "Non-extending Bank"); provided that: (i) -------- that any Bank that fails does not advise the Agent by the 20th day prior to so notify the Borrowers and the Administrative Agent Current Expiry Date shall be deemed to have elected not be a Non-extending Bank. The election of any Bank to grant such extension as to itself and (ii) any extension of the Expiry Date pursuant to this Section 1.13 shall be effective on the Requested Extension Expiry Date only to those Banks (the "Extending Banks") (and their respective Commitments) which have consented agree to such extension pursuant shall not obligate any other Bank to such Extension Request. The agree. (A) If Banks holding Commitments that aggregate at least 51% of the Total Commitment on the 20th day prior to the Current Expiry Date for each Bank which does shall not consent to such extension pursuant to such Extension Request (each a "Non-Extending Bank") shall be the Expiry Date as in effect immediately before giving effect to such Extension Request. No Bank shall be under any obligation whatsoever to consent to an Extension Request and may refuse have agreed to extend the Expiry Date, then the Current Expiry Date as to itself in its sole shall not be so extended and absolute discretion. The Administrative Agent the outstanding principal balance of all loans and other amounts payable hereunder shall notify be payable on the Borrowers and each Bank of the effectiveness of any such extensionCurrent Expiry Date. (bB) The If (and only if) Banks holding Commitments that aggregate at least 51% of the Total Commitment on the 20th day prior to the Current Expiry Date shall have agreed to extend the Expiry Date, then the Expiry Date applicable to the Banks that are not Non-extending Banks shall be the day that is 364 days after the Current Expiry Date. In the event of such extension, the Commitment of each Non-Extending Non- extending Bank shall terminate permanently and irrevocably on the Current Expiry Date in effect for such Bank before giving effect to any extension of such Expiry Date pursuant to an Extension Request to which such Bank has not consentedDate, all Loans and the Borrower shall pay to each Non-Extending Bank an amount equal to all Obligations then owing other amounts payable hereunder to such Non-Extending Bank extending Banks shall become due and such payable on the Current Expiry Date and the Total Commitment of the Banks hereunder shall be reduced by the Commitments of Non-Extending Bank shall thereafter cease to be a "Bank" hereunder (except with respect to its rights under Sections 2.01, 3.04 extending Banks so terminated on and 12.01 and any provision of this Agreement which by its terms survives the termination of this Agreement and its obligations under Section 12.16); PROVIDED that, the Borrowers may at their option (i) allocate all or any portion of the Commitment of any Non-Extending Bank to any Extending Bank or Extending Banks which agree in their sole and absolute discretion to accept after such allocation and/or (ii) permit any Eligible Transferee acceptable to the Agents that is not a party to this Agreement, to assume all or a portion of such Non-Extending Bank's Commitment, in each case pursuant to one or more Assignment and Assumption Agreements to be executed and effected in accordance with Section 12.04(b). Upon (A) the execution of such Assignment and Assumption Agreement (or on such date specified in such Assignment and Assumption Agreement, which date shall not be later than the Current Expiry Date as in effect for such Non-Extending Bank), (B) the payment to such Non-Extending Banks of all amounts of principal, interest, fees and otherDate.

Extension of Expiry Date. Not less No earlier than 60 days the 60/th/ ------------------------ day and not more no later than 90 days the 40/th/ day prior to the then effective Expiry Date then in effect(unless such Expiry Date is on or after the date that is 15 days after the Final Maturity Date for the Class B Certificates), the Borrowers may make a written Borrower shall request (that the "Extension Request") to the Administrative Agent at its Notice Office, which request the Administrative Agent shall promptly transmit to each of the Banks, that Liquidity Provider extend the Expiry Date then in effect be extended to the earlier of (i) the date which occurs 364 that is 15 days after the Requested Extension Effective Final Maturity Date specified by for the Borrowers in the Extension Request. Each Extension Request shall specify a date (the "Requested Extension Effective Date"), which shall be a Business Day not earlier than 40 days after the giving of the respective notice and not later than the Expiry Date then in effect, on which such extension of the Expiry Date, if granted by the Banks, shall occur. Each Extension Request shall also be accompanied by a certificate of an authorized officer of the Borrowers stating that no Default or Event of Default has occurred and is continuing. Each Bank, acting in its sole discretion and with no obligation to grant any extension pursuant to this Section 1.13, shall, by written notice to the Borrowers and the Administrative Agent, such notice to be given within 30 days of its receipt of the relevant Extension Request, advise the Borrowers and the Administrative Agent whether such Bank agrees to such extension, provided that: (i) any Bank that fails to so notify the Borrowers and the Administrative Agent shall be deemed to have elected not to grant such extension as to itself Class B Certificates and (ii) any extension the date that is the day immediately preceding the 364/th/ day occurring after the last day of the Consent Period (as hereinafter defined). Whether or not the Borrower has made such request, the Liquidity Provider shall advise the Borrower, no earlier than the 40/th/ day (or, if earlier, the date of the Liquidity Provider's receipt of such request, if any, from the Borrower) and no later than the 25/th/ day prior to the then effective Expiry Date pursuant to this Section 1.13 shall be effective on the Requested Extension Expiry Date only to those Banks (such period the "Extending BanksConsent Period") (and their respective Commitments) which have consented to such extension pursuant to such Extension Request. The Expiry Date for each Bank which does not consent to such extension pursuant to such Extension Request (each a "Non-Extending Bank") shall be the Expiry Date as in effect immediately before giving effect to such Extension Request. No Bank shall be under any obligation whatsoever to consent to an Extension Request and may refuse to extend the Expiry Date as to itself ), whether, in its sole and absolute discretion. The Administrative Agent shall notify the Borrowers and each Bank of the effectiveness of any such extension. (b) The Commitment of each Non-Extending Bank shall terminate permanently and irrevocably on , it agrees to so extend -------------- the Expiry Date in effect for such Bank Date. If the Liquidity Provider advises the Borrower on or before giving effect to any extension of the date on which the Consent Period ends that such Expiry Date pursuant shall not be so extended, or fails to an Extension Request to which such Bank has not consented, irrevocably and unconditionally advise the Borrower on or before the date on which the Consent Period ends that such Expiry Date shall pay to each Non-Extending Bank an amount equal to all Obligations then owing to such Non-Extending Bank and such Non-Extending Bank shall thereafter cease to be a "Bank" hereunder so extended (except with respect to its rights under Sections 2.01, 3.04 and 12.01 and any provision of this Agreement which by its terms survives the termination of this Agreement and its obligations under Section 12.16); PROVIDED that, the Borrowers may at their option (i) allocate all or any portion of the Commitment of any Non-Extending Bank to any Extending Bank or Extending Banks which agree in their sole and absolute discretion to accept such allocation and/or (ii) permit any Eligible Transferee acceptable to the Agents that is not a party to this Agreement, to assume all or a portion of such Non-Extending Bank's Commitmentand, in each case pursuant to one or more Assignment and Assumption Agreements to be executed and effected case, if the Liquidity Provider shall not have been replaced in accordance with Section 12.04(b3.6(e) of the Intercreditor Agreement). Upon , the Borrower shall be entitled on and after the date on which the Consent Period ends (Abut prior to the then effective Expiry Date) the execution of such Assignment and Assumption Agreement (or on such date specified in such Assignment and Assumption Agreement, which date shall not be later than the Expiry Date as in effect for such to request a Non-Extending Bank), (BExtension Advance in accordance with Section 2.02(b) and Section 3.6(d) of the payment to such Non--------------- -------------- Intercreditor Agreement. UAL EETC SERIES 2000-Extending Banks of all amounts of principal, interest, fees and other1 B REVOLVING CREDIT AGREEMENT

Extension of Expiry Date. Not less No earlier than 60 days the 60' day and not more no later than 90 days the 40th day prior to the then effective Expiry Date then in effect(unless such Expiry Date is on or after the date that is 15 days after the Final Legal Distribution Date for the Class G Certificates), the Borrowers may make a written Borrower shall request (that the "Extension Request") to the Administrative Agent at its Notice Office, which request the Administrative Agent shall promptly transmit to each of the Banks, that Liquidity Provider extend the Expiry Date then in effect be extended to the earlier of (i) the date which occurs 364 that is 15 days after the Requested Extension Effective Final Legal Distribution Date specified by for the Borrowers in the Extension Request. Each Extension Request shall specify a date (the "Requested Extension Effective Date"), which shall be a Business Day not earlier than 40 days after the giving of the respective notice and not later than the Expiry Date then in effect, on which such extension of the Expiry Date, if granted by the Banks, shall occur. Each Extension Request shall also be accompanied by a certificate of an authorized officer of the Borrowers stating that no Default or Event of Default has occurred and is continuing. Each Bank, acting in its sole discretion and with no obligation to grant any extension pursuant to this Section 1.13, shall, by written notice to the Borrowers and the Administrative Agent, such notice to be given within 30 days of its receipt of the relevant Extension Request, advise the Borrowers and the Administrative Agent whether such Bank agrees to such extension, provided that: (i) any Bank that fails to so notify the Borrowers and the Administrative Agent shall be deemed to have elected not to grant such extension as to itself Class G Certificates and (ii) any extension the date that is the day immediately preceding the 364' day occurring after the last day of the Consent Period (as hereinafter defined). Whether or not the Borrower has made such request, the Liquidity Provider shall advise the Borrower, no earlier than the 40' day (or, if earlier, the date of the Liquidity Provider's receipt of such request, if any, from the Borrower) and no later than the 25m day prior to the then effective Expiry Date pursuant to this Section 1.13 shall be effective on the Requested Extension Expiry Date only to those Banks (such period the "Extending BanksConsent Period") (and their respective Commitments) which have consented ), whether, in its sole discretion, it agrees to such extension pursuant to such Extension Request. The Expiry Date for each Bank which does not consent to such extension pursuant to such Extension Request (each a "Non-Extending Bank") shall be the Expiry Date as in effect immediately before giving effect to such Extension Request. No Bank shall be under any obligation whatsoever to consent to an Extension Request and may refuse to so extend the Expiry Date as to itself in its sole and absolute discretionDate. The Administrative Agent shall notify If the Borrowers and each Bank of Liquidity Provider advises the effectiveness of any such extension. (b) The Commitment of each Non-Extending Bank shall terminate permanently and irrevocably Borrower on or before the Expiry Date in effect for such Bank before giving effect to any extension of date on which the Consent Period ends that such Expiry Date pursuant shall not be so extended, or fails to an Extension Request to which such Bank has not consented, irrevocably and unconditionally advise the Borrower on or before the date on which the Consent Period ends that such Expiry Date shall pay to each Non-Extending Bank an amount equal to all Obligations then owing to such Non-Extending Bank and such Non-Extending Bank shall thereafter cease to be a "Bank" hereunder so extended (except with respect to its rights under Sections 2.01, 3.04 and 12.01 and any provision of this Agreement which by its terms survives the termination of this Agreement and its obligations under Section 12.16); PROVIDED that, the Borrowers may at their option (i) allocate all or any portion of the Commitment of any Non-Extending Bank to any Extending Bank or Extending Banks which agree in their sole and absolute discretion to accept such allocation and/or (ii) permit any Eligible Transferee acceptable to the Agents that is not a party to this Agreement, to assume all or a portion of such Non-Extending Bank's Commitmentand, in each case pursuant to one or more Assignment and Assumption Agreements to be executed and effected case, if the Liquidity Provider shall not have been replaced in accordance with Section 12.04(b3.6(e) of the Intercreditor Agreement). Upon , the Borrower shall be entitled on and after the date on which the Consent Period ends (Abut prior to the then effective Expiry Date) the execution of such Assignment and Assumption Agreement (or on such date specified in such Assignment and Assumption Agreement, which date shall not be later than the Expiry Date as in effect for such to request a Non-Extending Bank), (BExtension Advance in accordance with Section 2.02(b) and Section 3.6(d) of the payment to such Non-Extending Banks of all amounts of principal, interest, fees and otherIntercreditor Agreement.

Extension of Expiry Date. Not less No earlier than 60 days the 60th day and not more no later than 90 days the 40th day prior to the then effective Expiry Date then in effect(unless such Expiry Date is on or after the [REVOLVING CREDIT AGREEMENT] date that is 15 days after the Final Maturity Date for the Class A-2 Certificates), the Borrowers may make a written Borrower shall request (that the "Extension Request") to the Administrative Agent at its Notice Office, which request the Administrative Agent shall promptly transmit to each of the Banks, that Liquidity Provider extend the Expiry Date then in effect be extended to the earlier of (i) the date which occurs 364 that is 15 days after the Requested Extension Effective Final Maturity Date specified by for the Borrowers in the Extension Request. Each Extension Request shall specify a date (the "Requested Extension Effective Date"), which shall be a Business Day not earlier than 40 days after the giving of the respective notice and not later than the Expiry Date then in effect, on which such extension of the Expiry Date, if granted by the Banks, shall occur. Each Extension Request shall also be accompanied by a certificate of an authorized officer of the Borrowers stating that no Default or Event of Default has occurred and is continuing. Each Bank, acting in its sole discretion and with no obligation to grant any extension pursuant to this Section 1.13, shall, by written notice to the Borrowers and the Administrative Agent, such notice to be given within 30 days of its receipt of the relevant Extension Request, advise the Borrowers and the Administrative Agent whether such Bank agrees to such extension, provided that: (i) any Bank that fails to so notify the Borrowers and the Administrative Agent shall be deemed to have elected not to grant such extension as to itself Class A-2 Certificates and (ii) any extension the date that is the day immediately preceding the 364th day occurring after the last day of the Consent Period (as hereinafter defined). Whether or not the Borrower has made such request, the Liquidity Provider shall advise the Borrower, no earlier than the 40th day (or, if earlier, the date of the Liquidity Provider's receipt of such request, if any, from the Borrower) and no later than the 25th day prior to the then effective Expiry Date pursuant to this Section 1.13 shall be effective on the Requested Extension Expiry Date only to those Banks (such period the "Extending BanksConsent Period") (and their respective Commitments) which have consented ), whether, in its sole discretion, it agrees to such extension pursuant to such Extension Request. The Expiry Date for each Bank which does not consent to such extension pursuant to such Extension Request (each a "Non-Extending Bank") shall be the Expiry Date as in effect immediately before giving effect to such Extension Request. No Bank shall be under any obligation whatsoever to consent to an Extension Request and may refuse to so extend the Expiry Date as to itself in its sole and absolute discretionDate. The Administrative Agent shall notify If the Borrowers and each Bank of Liquidity Provider advises the effectiveness of any such extension. (b) The Commitment of each Non-Extending Bank shall terminate permanently and irrevocably Borrower on or before the Expiry Date in effect for such Bank before giving effect to any extension of date on which the Consent Period ends that such Expiry Date pursuant shall not be so extended, or fails to an Extension Request to which such Bank has not consented, irrevocably and unconditionally advise the Borrower on or before the date on which the Consent Period ends that such Expiry Date shall pay to each Non-Extending Bank an amount equal to all Obligations then owing to such Non-Extending Bank and such Non-Extending Bank shall thereafter cease to be a "Bank" hereunder so extended (except with respect to its rights under Sections 2.01, 3.04 and 12.01 and any provision of this Agreement which by its terms survives the termination of this Agreement and its obligations under Section 12.16); PROVIDED that, the Borrowers may at their option (i) allocate all or any portion of the Commitment of any Non-Extending Bank to any Extending Bank or Extending Banks which agree in their sole and absolute discretion to accept such allocation and/or (ii) permit any Eligible Transferee acceptable to the Agents that is not a party to this Agreement, to assume all or a portion of such Non-Extending Bank's Commitmentand, in each case pursuant to one or more Assignment and Assumption Agreements to be executed and effected case, if the Liquidity Provider shall not have been replaced in accordance with Section 12.04(b3.6(e) of the Intercreditor Agreement). Upon , the Borrower shall be entitled on and after the date on which the Consent Period ends (Abut prior to the then effective Expiry Date) the execution of such Assignment and Assumption Agreement (or on such date specified in such Assignment and Assumption Agreement, which date shall not be later than the Expiry Date as in effect for such to request a Non-Extending Bank), (BExtension Advance in accordance with Section 2.02(b) and Section 3.6(d) of the payment to such Non-Extending Banks of all amounts of principal, interest, fees and otherIntercreditor Agreement.

Extension of Expiry Date. Not less than 60 45 days and not more than 90 60 ------------------------ days prior to the Expiry Date then in effect, the Borrowers may make a written request (the "Extension Request") to the Administrative Operations Agent at its Notice Office, which request the Administrative Operations Agent shall promptly transmit to each of the Banks, that the Expiry Date then in effect be extended to the date which occurs 364 days after the Requested Extension Effective Date specified by the Borrowers in the Extension Request. Each Extension Request shall specify a date (the "Requested Extension Effective Date"), which shall be a Business Day not earlier than 40 days after the giving of the respective notice and not later than the Expiry Date then in effect, on which such extension of the Expiry Date, if granted by the Banks, shall occur. Each Extension Request shall also be accompanied by a certificate of an authorized officer of the Borrowers stating that no Default or Event of Default has occurred and is continuing. Each Bank, acting in its sole discretion and with no obligation to grant any extension pursuant to this Section 1.13, shall, by written notice to the Borrowers and the Administrative Operations Agent, such notice to be given within 30 days of its receipt of the relevant Extension Request, advise the Borrowers and the Administrative Operations Agent whether such Bank agrees to such extension, provided that: that (ia) any Bank that fails to so notify the Borrowers and the Administrative Operations Agent shall be deemed to have elected not to grant such extension as to itself and extension, (iib) any extension of the Expiry Date pursuant to this Section 1.13 shall only be effective if all of the Banks agree to such extension and (c) any effectiveness of such extension shall occur on the Requested Extension Expiry Date only to those Banks (the "Extending Banks") (and their respective Commitments) which have consented to such extension pursuant to such Extension RequestDate. The Expiry Date for each Bank which does not consent to such extension pursuant to such Extension Request (each a "Non-Extending Bank") shall be the Expiry Date as in effect immediately before giving effect to such Extension Request. No Bank shall be under any obligation whatsoever to consent to an Extension Request and may refuse to extend the Expiry Date as to itself in its sole and absolute discretion. The Administrative Operations Agent shall notify the Borrowers and each Bank of the effectiveness of any such extension. (b) The Commitment of each Non-Extending Bank shall terminate permanently and irrevocably on the Expiry Date in effect for such Bank before giving effect to any extension of such Expiry Date pursuant to an Extension Request to which such Bank has not consented, and the Borrower shall pay to each Non-Extending Bank an amount equal to all Obligations then owing to such Non-Extending Bank and such Non-Extending Bank shall thereafter cease to be a "Bank" hereunder (except with respect to its rights under Sections 2.01, 3.04 and 12.01 and any provision of this Agreement which by its terms survives the termination of this Agreement and its obligations under Section 12.16); PROVIDED that, the Borrowers may at their option (i) allocate all or any portion of the Commitment of any Non-Extending Bank to any Extending Bank or Extending Banks which agree in their sole and absolute discretion to accept such allocation and/or (ii) permit any Eligible Transferee acceptable to the Agents that is not a party to this Agreement, to assume all or a portion of such Non-Extending Bank's Commitment, in each case pursuant to one or more Assignment and Assumption Agreements to be executed and effected in accordance with Section 12.04(b). Upon (A) the execution of such Assignment and Assumption Agreement (or on such date specified in such Assignment and Assumption Agreement, which date shall not be later than the Expiry Date as in effect for such Non-Extending Bank), (B) the payment to such Non-Extending Banks of all amounts of principal, interest, fees and other

Extension of Expiry Date. Not less No earlier than 60 days the 60th day ------------------------ and not more no later than 90 days the 40th day prior to the then effective Expiry Date then in effect(unless such Expiry Date is on or after the date that is 15 days after the Final Maturity Date for the Class A-1 Certificates), the Borrowers may make a written Borrower shall request (that the "Extension Request") to the Administrative Agent at its Notice Office, which request the Administrative Agent shall promptly transmit to each of the Banks, that Liquidity Provider extend the Expiry Date then in effect be extended to the earlier of (i) the date which occurs 364 that is 15 days after the Requested Extension Effective Final Maturity Date specified by for the Borrowers in the Extension Request. Each Extension Request shall specify a date (the "Requested Extension Effective Date"), which shall be a Business Day not earlier than 40 days after the giving of the respective notice and not later than the Expiry Date then in effect, on which such extension of the Expiry Date, if granted by the Banks, shall occur. Each Extension Request shall also be accompanied by a certificate of an authorized officer of the Borrowers stating that no Default or Event of Default has occurred and is continuing. Each Bank, acting in its sole discretion and with no obligation to grant any extension pursuant to this Section 1.13, shall, by written notice to the Borrowers and the Administrative Agent, such notice to be given within 30 days of its receipt of the relevant Extension Request, advise the Borrowers and the Administrative Agent whether such Bank agrees to such extension, provided that: (i) any Bank that fails to so notify the Borrowers and the Administrative Agent shall be deemed to have elected not to grant such extension as to itself Class A-1 Certificates and (ii) any extension the date that is the day immediately preceding the 364th day occurring after the last day of the Consent Period (as hereinafter defined). Whether or not the Borrower has made such request, the Liquidity Provider shall advise the Borrower, no earlier than the 40th day (or, if earlier, the date of the Liquidity Provider's receipt of such request, if any, from the Borrower) and no later than the 25th day prior to the then effective Expiry Date pursuant to this Section 1.13 shall be effective on the Requested Extension Expiry Date only to those Banks (such period the "Extending BanksConsent Period") (and their respective Commitments) which have consented to such extension pursuant to such Extension Request. The Expiry Date for each Bank which does not consent to such extension pursuant to such Extension Request (each a "Non-Extending Bank") shall be the Expiry Date as in effect immediately before giving effect to such Extension Request. No Bank shall be under any obligation whatsoever to consent to an Extension Request and may refuse to extend the Expiry Date as to itself ), whether, in its sole and absolute discretion, it agrees to so extend the -------------- Expiry Date. The Administrative Agent shall notify If the Borrowers and each Bank of Liquidity Provider advises the effectiveness of any such extension. (b) The Commitment of each Non-Extending Bank shall terminate permanently and irrevocably Borrower on or before the Expiry Date in effect for such Bank before giving effect to any extension of date on which the Consent Period ends that such Expiry Date pursuant shall not be so extended, or fails to an Extension Request to which such Bank has not consented, irrevocably and unconditionally advise the Borrower on or before the date on which the Consent Period ends that such Expiry Date shall pay to each Non-Extending Bank an amount equal to all Obligations then owing to such Non-Extending Bank and such Non-Extending Bank shall thereafter cease to be a "Bank" hereunder so extended (except with respect to its rights under Sections 2.01, 3.04 and 12.01 and any provision of this Agreement which by its terms survives the termination of this Agreement and its obligations under Section 12.16); PROVIDED that, the Borrowers may at their option (i) allocate all or any portion of the Commitment of any Non-Extending Bank to any Extending Bank or Extending Banks which agree in their sole and absolute discretion to accept such allocation and/or (ii) permit any Eligible Transferee acceptable to the Agents that is not a party to this Agreement, to assume all or a portion of such Non-Extending Bank's Commitmentand, in each case pursuant to one or more Assignment and Assumption Agreements to be executed and effected case, if the Liquidity Provider shall not have been replaced in accordance with Section 12.04(b3.6(e) of the Intercreditor Agreement). Upon , the Borrower shall be entitled on and after the date on which the Consent Period ends (Abut prior to the then effective Expiry Date) the execution of such Assignment and Assumption Agreement (or on such date specified in such Assignment and Assumption Agreement, which date shall not be later than the Expiry Date as in effect for such to request a Non-Extending Bank), (BExtension Advance in accordance with Section 2.02(b) and Section 3.6(d) of the payment to such Non-Extending Banks of all amounts of principal, interest, fees and other--------------- Intercreditor Agreement.

Extension of Expiry Date. Not less No earlier than 60 days the 60/th/ day ------------------------ and not more no later than 90 days the 40/th/ day prior to the then effective Expiry Date then in effect(unless such Expiry Date is on or after the date that is 15 days after the Final Maturity Date for the Class C Certificates), the Borrowers may make a written Borrower shall request (that the "Extension Request") to the Administrative Agent at its Notice Office, which request the Administrative Agent shall promptly transmit to each of the Banks, that Liquidity Provider extend the Expiry Date then in effect be extended to the earlier of (i) the date which occurs 364 that is 15 days after the Requested Extension Effective Final Maturity Date specified by for the Borrowers in the Extension Request. Each Extension Request shall specify a date (the "Requested Extension Effective Date"), which shall be a Business Day not earlier than 40 days after the giving of the respective notice and not later than the Expiry Date then in effect, on which such extension of the Expiry Date, if granted by the Banks, shall occur. Each Extension Request shall also be accompanied by a certificate of an authorized officer of the Borrowers stating that no Default or Event of Default has occurred and is continuing. Each Bank, acting in its sole discretion and with no obligation to grant any extension pursuant to this Section 1.13, shall, by written notice to the Borrowers and the Administrative Agent, such notice to be given within 30 days of its receipt of the relevant Extension Request, advise the Borrowers and the Administrative Agent whether such Bank agrees to such extension, provided that: (i) any Bank that fails to so notify the Borrowers and the Administrative Agent shall be deemed to have elected not to grant such extension as to itself Class C Certificates and (ii) any extension the date that is the day immediately preceding the 364/th/ day occurring after the last day of the Consent Period (as hereinafter defined). Whether or not the Borrower has made such request, the Liquidity Provider shall advise the Borrower, no earlier than the 40/th/ day (or, if earlier, the date of the Liquidity Provider's receipt of such request, if any, from the Borrower) and no later than the 25/th/ day prior to the then effective Expiry Date pursuant to this Section 1.13 shall be effective on the Requested Extension Expiry Date only to those Banks (such period the "Extending BanksConsent Period") (and their respective Commitments) which have consented ), whether, in its sole discretion, it agrees to such extension pursuant to such Extension Request. The Expiry Date for each Bank which does not consent to such extension pursuant to such Extension Request (each a "Non-Extending Bank") shall be the Expiry Date as in effect immediately before giving effect to such Extension Request. No Bank shall be under any obligation whatsoever to consent to an Extension Request and may refuse to so extend the Expiry Date as to itself in its sole and absolute discretionDate. The Administrative Agent shall notify If the Borrowers and each Bank of Liquidity Provider advises the effectiveness of any such extension. (b) The Commitment of each Non-Extending Bank shall terminate permanently and irrevocably Borrower on or before the Expiry Date in effect for such Bank before giving effect to any extension of date on which the Consent Period ends that such Expiry Date pursuant shall not be so extended, or fails to an Extension Request to which such Bank has not consented, irrevocably and unconditionally advise the Borrower on or before the date on which the Consent Period ends that such Expiry Date shall pay to each Non-Extending Bank an amount equal to all Obligations then owing to such Non-Extending Bank and such Non-Extending Bank shall thereafter cease to be a "Bank" hereunder so extended (except with respect to its rights under Sections 2.01, 3.04 and 12.01 and any provision of this Agreement which by its terms survives the termination of this Agreement and its obligations under Section 12.16); PROVIDED that, the Borrowers may at their option (i) allocate all or any portion of the Commitment of any Non-Extending Bank to any Extending Bank or Extending Banks which agree in their sole and absolute discretion to accept such allocation and/or (ii) permit any Eligible Transferee acceptable to the Agents that is not a party to this Agreement, to assume all or a portion of such Non-Extending Bank's Commitmentand, in each case pursuant to one or more Assignment and Assumption Agreements to be executed and effected case, [Revolving Credit Agreement] if the Liquidity Provider shall not have been replaced in accordance with Section 12.04(b3.6(e) of the Intercreditor Agreement). Upon , the Borrower shall be entitled on and after the date on which the Consent Period ends (Abut prior to the then effective Expiry Date) the execution of such Assignment and Assumption Agreement (or on such date specified in such Assignment and Assumption Agreement, which date shall not be later than the Expiry Date as in effect for such to request a Non-Extending Bank), (BExtension Advance in accordance with Section 2.02(b) and Section 3.6(d) of the payment to such Non-Extending Banks of all amounts of principal, interest, fees and otherIntercreditor Agreement.

Extension of Expiry Date. Not less No earlier than 60 days the 60/th/ day and not more ------------------------ no later than 90 days the 40/th/ day prior to the then effective Expiry Date then in effect(unless such Expiry Date is on or after the date that is 15 days after the Final Maturity Date for the Class A-3 Certificates), the Borrowers may make a written Borrower shall request (that the "Extension Request") to the Administrative Agent at its Notice Office, which request the Administrative Agent shall promptly transmit to each of the Banks, that Liquidity Provider extend the Expiry Date then in effect be extended to the earlier of (i) the date which occurs 364 that is 15 days after the Requested Extension Effective Final Maturity Date specified by for the Borrowers in the Extension Request. Each Extension Request shall specify a date (the "Requested Extension Effective Date"), which shall be a Business Day not earlier than 40 days after the giving of the respective notice and not later than the Expiry Date then in effect, on which such extension of the Expiry Date, if granted by the Banks, shall occur. Each Extension Request shall also be accompanied by a certificate of an authorized officer of the Borrowers stating that no Default or Event of Default has occurred and is continuing. Each Bank, acting in its sole discretion and with no obligation to grant any extension pursuant to this Section 1.13, shall, by written notice to the Borrowers and the Administrative Agent, such notice to be given within 30 days of its receipt of the relevant Extension Request, advise the Borrowers and the Administrative Agent whether such Bank agrees to such extension, provided that: (i) any Bank that fails to so notify the Borrowers and the Administrative Agent shall be deemed to have elected not to grant such extension as to itself Class A-3 Certificates and (ii) any extension the date that is the day immediately preceding the 364/th/ day occurring after the last day of the Consent Period (as hereinafter defined). Whether or not the Borrower has made such request, the Liquidity Provider shall advise the Borrower, no earlier than the 40/th/ day (or, if earlier, the date of the Liquidity Provider's receipt of such request, if any, from the Borrower) and no later than the 25/th/ day prior to the then effective Expiry Date pursuant to this Section 1.13 shall be effective on the Requested Extension Expiry Date only to those Banks (such period the "Extending BanksConsent Period") (and their respective Commitments) which have consented ), whether, in its sole discretion, it agrees to such extension pursuant to such Extension Request. The Expiry Date for each Bank which does not consent to such extension pursuant to such Extension Request (each a "Non-Extending Bank") shall be the Expiry Date as in effect immediately before giving effect to such Extension Request. No Bank shall be under any obligation whatsoever to consent to an Extension Request and may refuse to so extend the Expiry Date as to itself in its sole and absolute discretionDate. The Administrative Agent shall notify If the Borrowers and each Bank of Liquidity Provider advises the effectiveness of any such extension. (b) The Commitment of each Non-Extending Bank shall terminate permanently and irrevocably Borrower on or before the Expiry Date in effect for such Bank before giving effect to any extension of date on which the Consent Period ends that such Expiry Date pursuant shall not be so extended, or fails to an Extension Request to which such Bank has not consented, irrevocably and unconditionally advise the Borrower on or before the date on which the Consent Period ends that such Expiry Date shall pay to each Non-Extending Bank an amount equal to all Obligations then owing to such Non-Extending Bank and such Non-Extending Bank shall thereafter cease to be a "Bank" hereunder so extended (except with respect to its rights under Sections 2.01, 3.04 and 12.01 and any provision of this Agreement which by its terms survives the termination of this Agreement and its obligations under Section 12.16); PROVIDED that, the Borrowers may at their option (i) allocate all or any portion of the Commitment of any Non-Extending Bank to any Extending Bank or Extending Banks which agree in their sole and absolute discretion to accept such allocation and/or (ii) permit any Eligible Transferee acceptable to the Agents that is not a party to this Agreement, to assume all or a portion of such Non-Extending Bank's Commitmentand, in each case pursuant to one or more Assignment and Assumption Agreements to be executed and effected case, [Revolving Credit Agreement] if the Liquidity Provider shall not have been replaced in accordance with Section 12.04(b3.6(e) of the Intercreditor Agreement). Upon , the Borrower shall be entitled on and after the date on which the Consent Period ends (Abut prior to the then effective Expiry Date) the execution of such Assignment and Assumption Agreement (or on such date specified in such Assignment and Assumption Agreement, which date shall not be later than the Expiry Date as in effect for such to request a Non-Extending Bank), (BExtension Advance in accordance with Section 2.02(b) and Section 3.6(d) of the payment to such Non-Extending Banks of all amounts of principal, interest, fees and otherIntercreditor Agreement.

Extension of Expiry Date. Not less No earlier than 60 days the 60/th/ day and not more ------------------------ no later than 90 days the 40/th/ day prior to the then effective Expiry Date then in effect(unless such Expiry Date is on or after the date that is 15 days after the Final Maturity Date for the Class A-2 Certificates), the Borrowers may make a written Borrower shall request (that the "Extension Request") to the Administrative Agent at its Notice Office, which request the Administrative Agent shall promptly transmit to each of the Banks, that Liquidity Provider extend the Expiry Date then in effect be extended to the earlier of (i) the date which occurs 364 that is 15 days after the Requested Extension Effective Final Maturity Date specified by for the Borrowers in the Extension Request. Each Extension Request shall specify a date (the "Requested Extension Effective Date"), which shall be a Business Day not earlier than 40 days after the giving of the respective notice and not later than the Expiry Date then in effect, on which such extension of the Expiry Date, if granted by the Banks, shall occur. Each Extension Request shall also be accompanied by a certificate of an authorized officer of the Borrowers stating that no Default or Event of Default has occurred and is continuing. Each Bank, acting in its sole discretion and with no obligation to grant any extension pursuant to this Section 1.13, shall, by written notice to the Borrowers and the Administrative Agent, such notice to be given within 30 days of its receipt of the relevant Extension Request, advise the Borrowers and the Administrative Agent whether such Bank agrees to such extension, provided that: (i) any Bank that fails to so notify the Borrowers and the Administrative Agent shall be deemed to have elected not to grant such extension as to itself Class A-2 Certificates and (ii) any extension the date that is the day immediately preceding the 364/th/ day occurring after the last day of the Consent Period (as hereinafter defined). Whether or not the Borrower has made such request, the Liquidity Provider shall advise the Borrower, no earlier than the 40/th/ day (or, if earlier, the date of the Liquidity Provider's receipt of such request, if any, from the Borrower) and no later than the 25/th/ day prior to the then effective Expiry Date pursuant to this Section 1.13 shall be effective on the Requested Extension Expiry Date only to those Banks (such period the "Extending BanksConsent Period") (and their respective Commitments) which have consented ), whether, in its sole discretion, it agrees to such extension pursuant to such Extension Request. The Expiry Date for each Bank which does not consent to such extension pursuant to such Extension Request (each a "Non-Extending Bank") shall be the Expiry Date as in effect immediately before giving effect to such Extension Request. No Bank shall be under any obligation whatsoever to consent to an Extension Request and may refuse to so extend the Expiry Date as to itself in its sole and absolute discretionDate. The Administrative Agent shall notify If the Borrowers and each Bank of Liquidity Provider advises the effectiveness of any such extension. (b) The Commitment of each Non-Extending Bank shall terminate permanently and irrevocably Borrower on or before the Expiry Date in effect for such Bank before giving effect to any extension of date on which the Consent Period ends that such Expiry Date pursuant shall not be so extended, or fails to an Extension Request to which such Bank has not consented, irrevocably and unconditionally advise the Borrower on or before the date on which the Consent Period ends that such Expiry Date shall pay to each Non-Extending Bank an amount equal to all Obligations then owing to such Non-Extending Bank and such Non-Extending Bank shall thereafter cease to be a "Bank" hereunder so extended (except with respect to its rights under Sections 2.01, 3.04 and 12.01 and any provision of this Agreement which by its terms survives the termination of this Agreement and its obligations under Section 12.16); PROVIDED that, the Borrowers may at their option (i) allocate all or any portion of the Commitment of any Non-Extending Bank to any Extending Bank or Extending Banks which agree in their sole and absolute discretion to accept such allocation and/or (ii) permit any Eligible Transferee acceptable to the Agents that is not a party to this Agreement, to assume all or a portion of such Non-Extending Bank's Commitmentand, in each case pursuant to one or more Assignment and Assumption Agreements to be executed and effected case, 11 [Revolving Credit Agreement] if the Liquidity Provider shall not have been replaced in accordance with Section 12.04(b3.6(e) of the Intercreditor Agreement). Upon , the Borrower shall be entitled on and after the date on which the Consent Period ends (Abut prior to the then effective Expiry Date) the execution of such Assignment and Assumption Agreement (or on such date specified in such Assignment and Assumption Agreement, which date shall not be later than the Expiry Date as in effect for such to request a Non-Extending Bank), (BExtension Advance in accordance with Section 2.02(b) and Section 3.6(d) of the payment to such Non-Extending Banks of all amounts of principal, interest, fees and otherIntercreditor Agreement.

Extension of Expiry Date. Not less No earlier than 60 days the 60th day and not more no later than 90 days the 40th day prior to the then effective Expiry Date then in effect(unless such Expiry Date is on or after the date that is 15 days after the Final Legal Distribution Date for the Class C Certificates), the Borrowers may make a written Borrower shall request (that the "Extension Request") to the Administrative Agent at its Notice Office, which request the Administrative Agent shall promptly transmit to each of the Banks, that Liquidity Provider extend the Expiry Date then in effect be extended to the earlier of (i) the date which occurs 364 that is 15 days after the Requested Extension Effective Final Legal Distribution Date specified by for the Borrowers in the Extension Request. Each Extension Request shall specify a date (the "Requested Extension Effective Date"), which shall be a Business Day not earlier than 40 days after the giving of the respective notice and not later than the Expiry Date then in effect, on which such extension of the Expiry Date, if granted by the Banks, shall occur. Each Extension Request shall also be accompanied by a certificate of an authorized officer of the Borrowers stating that no Default or Event of Default has occurred and is continuing. Each Bank, acting in its sole discretion and with no obligation to grant any extension pursuant to this Section 1.13, shall, by written notice to the Borrowers and the Administrative Agent, such notice to be given within 30 days of its receipt of the relevant Extension Request, advise the Borrowers and the Administrative Agent whether such Bank agrees to such extension, provided that: (i) any Bank that fails to so notify the Borrowers and the Administrative Agent shall be deemed to have elected not to grant such extension as to itself Class C Certificates and (ii) any extension the date that is the day immediately preceding the 364th day occurring after the last day of the Consent Period (as hereinafter defined). Whether or not the Borrower has made such request, the Liquidity Provider shall advise the Borrower, no earlier than the 40th day (or, if earlier, the date of the Liquidity Provider's receipt of such request, if any, from the Borrower) and no later than the 25th day prior to the then effective Expiry Date pursuant to this Section 1.13 shall be effective on the Requested Extension Expiry Date only to those Banks (such period the "Extending BanksConsent Period") (and their respective Commitments) which have consented ), whether, in its sole discretion, it agrees to such extension pursuant to such Extension Request. The Expiry Date for each Bank which does not consent to such extension pursuant to such Extension Request (each a "Non-Extending Bank") shall be the Expiry Date as in effect immediately before giving effect to such Extension Request. No Bank shall be under any obligation whatsoever to consent to an Extension Request and may refuse to so extend the Expiry Date as to itself in its sole and absolute discretionDate. The Administrative Agent shall notify If the Borrowers and each Bank of Liquidity Provider advises the effectiveness of any such extension. (b) The Commitment of each Non-Extending Bank shall terminate permanently and irrevocably Borrower on or before the Expiry Date in effect for such Bank before giving effect to any extension of date on which the Consent Period ends that such Expiry Date pursuant shall not be so extended, or fails to an Extension Request to which such Bank has not consented, irrevocably and unconditionally advise the Borrower on or before the date on which the Consent Period ends that such Expiry Date shall pay to each Non-Extending Bank an amount equal to all Obligations then owing to such Non-Extending Bank and such Non-Extending Bank shall thereafter cease to be a "Bank" hereunder so extended (except with respect to its rights under Sections 2.01, 3.04 and 12.01 and any provision of this Agreement which by its terms survives the termination of this Agreement and its obligations under Section 12.16); PROVIDED that, the Borrowers may at their option (i) allocate all or any portion of the Commitment of any Non-Extending Bank to any Extending Bank or Extending Banks which agree in their sole and absolute discretion to accept such allocation and/or (ii) permit any Eligible Transferee acceptable to the Agents that is not a party to this Agreement, to assume all or a portion of such Non-Extending Bank's Commitmentand, in each case pursuant to one or more Assignment and Assumption Agreements to be executed and effected case, if the Liquidity Provider shall not have been replaced in accordance with Section 12.04(b3.6(e) of the Intercreditor Agreement). Upon , the Borrower shall be entitled on and after the date on which the Consent Period ends (Abut prior to the then effective Expiry Date) the execution of such Assignment and Assumption Agreement (or on such date specified in such Assignment and Assumption Agreement, which date shall not be later than the Expiry Date as in effect for such to request a Non-Extending Bank), (BExtension Advance in accordance with Section 2.02(b) and Section 3.6(d) of the payment to such Non-Extending Banks of all amounts of principal, interest, fees and otherIntercreditor Agreement.

Extension of Expiry Date. Not less No earlier than 60 days the 60th ------------------------ day and not more no later than 90 days the 40th day prior to the then effective Expiry Date then in effect(unless such Expiry Date is on or after the date that is 15 days after the Final Maturity Date for the Class A-2 Certificates), the Borrowers may make a written Borrower shall request (that the "Extension Request") to the Administrative Agent at its Notice Office, which request the Administrative Agent shall promptly transmit to each of the Banks, that Liquidity Provider extend the Expiry Date then in effect be extended to the earlier of (i) the date which occurs 364 that is 15 days after the Requested Extension Effective Final Maturity Date specified by for the Borrowers in the Extension Request. Each Extension Request shall specify a date (the "Requested Extension Effective Date"), which shall be a Business Day not earlier than 40 days after the giving of the respective notice and not later than the Expiry Date then in effect, on which such extension of the Expiry Date, if granted by the Banks, shall occur. Each Extension Request shall also be accompanied by a certificate of an authorized officer of the Borrowers stating that no Default or Event of Default has occurred and is continuing. Each Bank, acting in its sole discretion and with no obligation to grant any extension pursuant to this Section 1.13, shall, by written notice to the Borrowers and the Administrative Agent, such notice to be given within 30 days of its receipt of the relevant Extension Request, advise the Borrowers and the Administrative Agent whether such Bank agrees to such extension, provided that: (i) any Bank that fails to so notify the Borrowers and the Administrative Agent shall be deemed to have elected not to grant such extension as to itself Class A-2 Certificates and (ii) any extension the date that is the day immediately preceding the 364th day occurring after the last day of the Consent Period (as hereinafter defined). Whether or not the Borrower has made such request, the Liquidity Provider shall advise the Borrower, no earlier than the 40th day (or, if earlier, the date of the Liquidity Provider's receipt of such request, if any, from the Borrower) and no later than the 25th day prior to the then effective Expiry Date pursuant to this Section 1.13 shall be effective on the Requested Extension Expiry Date only to those Banks (such period the "Extending BanksConsent Period") (and their respective Commitments) which have consented to such extension pursuant to such Extension Request. The Expiry Date for each Bank which does not consent to such extension pursuant to such Extension Request (each a "Non-Extending Bank") shall be the Expiry Date as in effect immediately before giving effect to such Extension Request. No Bank shall be under any obligation whatsoever to consent to an Extension Request and may refuse to extend the Expiry Date as to itself ), whether, in its sole and absolute discretion, it agrees to so extend the -------------- Expiry Date. The Administrative Agent shall notify If the Borrowers and each Bank of Liquidity Provider advises the effectiveness of any such extension. (b) The Commitment of each Non-Extending Bank shall terminate permanently and irrevocably Borrower on or before the Expiry Date in effect for such Bank before giving effect to any extension of date on which the Consent Period ends that such Expiry Date pursuant shall not be so extended, or fails to an Extension Request to which such Bank has not consented, irrevocably and unconditionally advise the Borrower on or before the date on which the Consent Period ends that such Expiry Date shall pay to each Non-Extending Bank an amount equal to all Obligations then owing to such Non-Extending Bank and such Non-Extending Bank shall thereafter cease to be a "Bank" hereunder so extended (except with respect to its rights under Sections 2.01, 3.04 and 12.01 and any provision of this Agreement which by its terms survives the termination of this Agreement and its obligations under Section 12.16); PROVIDED that, the Borrowers may at their option (i) allocate all or any portion of the Commitment of any Non-Extending Bank to any Extending Bank or Extending Banks which agree in their sole and absolute discretion to accept such allocation and/or (ii) permit any Eligible Transferee acceptable to the Agents that is not a party to this Agreement, to assume all or a portion of such Non-Extending Bank's Commitmentand, in each case pursuant to one or more Assignment and Assumption Agreements to be executed and effected case, if the Liquidity Provider shall not have been replaced in accordance with Section 12.04(b3.6(e) of the Intercreditor Agreement). Upon , the Borrower shall be entitled on and after the date on which the Consent Period ends (Abut prior to the then effective Expiry Date) the execution of such Assignment and Assumption Agreement (or on such date specified in such Assignment and Assumption Agreement, which date shall not be later than the Expiry Date as in effect for such to request a Non-Extending Bank), (BExtension Advance in accordance with Section 2.02(b) and Section 3.6(d) of the payment to such Non-Extending Banks of all amounts of principal, interest, fees and other--------------- Intercreditor Agreement.

Extension of Expiry Date. Not less No earlier than 60 days the 60th day and not more no later than 90 days the 40th day prior to the then effective Expiry Date then in effect(unless such Expiry Date is on or after the [REVOLVING CREDIT AGREEMENT] date that is 15 days after the Final Maturity Date for the Class C Certificates), the Borrowers may make a written Borrower shall request (that the "Extension Request") to the Administrative Agent at its Notice Office, which request the Administrative Agent shall promptly transmit to each of the Banks, that Liquidity Provider extend the Expiry Date then in effect be extended to the earlier of (i) the date which occurs 364 that is 15 days after the Requested Extension Effective Final Maturity Date specified by for the Borrowers in the Extension Request. Each Extension Request shall specify a date (the "Requested Extension Effective Date"), which shall be a Business Day not earlier than 40 days after the giving of the respective notice and not later than the Expiry Date then in effect, on which such extension of the Expiry Date, if granted by the Banks, shall occur. Each Extension Request shall also be accompanied by a certificate of an authorized officer of the Borrowers stating that no Default or Event of Default has occurred and is continuing. Each Bank, acting in its sole discretion and with no obligation to grant any extension pursuant to this Section 1.13, shall, by written notice to the Borrowers and the Administrative Agent, such notice to be given within 30 days of its receipt of the relevant Extension Request, advise the Borrowers and the Administrative Agent whether such Bank agrees to such extension, provided that: (i) any Bank that fails to so notify the Borrowers and the Administrative Agent shall be deemed to have elected not to grant such extension as to itself Class C Certificates and (ii) any extension the date that is the day immediately preceding the 364th day occurring after the last day of the Consent Period (as hereinafter defined). Whether or not the Borrower has made such request, the Liquidity Provider shall advise the Borrower, no earlier than the 40th day (or, if earlier, the date of the Liquidity Provider's receipt of such request, if any, from the Borrower) and no later than the 25th day prior to the then effective Expiry Date pursuant to this Section 1.13 shall be effective on the Requested Extension Expiry Date only to those Banks (such period the "Extending BanksConsent Period") (and their respective Commitments) which have consented ), whether, in its sole discretion, it agrees to such extension pursuant to such Extension Request. The Expiry Date for each Bank which does not consent to such extension pursuant to such Extension Request (each a "Non-Extending Bank") shall be the Expiry Date as in effect immediately before giving effect to such Extension Request. No Bank shall be under any obligation whatsoever to consent to an Extension Request and may refuse to so extend the Expiry Date as to itself in its sole and absolute discretionDate. The Administrative Agent shall notify If the Borrowers and each Bank of Liquidity Provider advises the effectiveness of any such extension. (b) The Commitment of each Non-Extending Bank shall terminate permanently and irrevocably Borrower on or before the Expiry Date in effect for such Bank before giving effect to any extension of date on which the Consent Period ends that such Expiry Date pursuant shall not be so extended, or fails to an Extension Request to which such Bank has not consented, irrevocably and unconditionally advise the Borrower on or before the date on which the Consent Period ends that such Expiry Date shall pay to each Non-Extending Bank an amount equal to all Obligations then owing to such Non-Extending Bank and such Non-Extending Bank shall thereafter cease to be a "Bank" hereunder so extended (except with respect to its rights under Sections 2.01, 3.04 and 12.01 and any provision of this Agreement which by its terms survives the termination of this Agreement and its obligations under Section 12.16); PROVIDED that, the Borrowers may at their option (i) allocate all or any portion of the Commitment of any Non-Extending Bank to any Extending Bank or Extending Banks which agree in their sole and absolute discretion to accept such allocation and/or (ii) permit any Eligible Transferee acceptable to the Agents that is not a party to this Agreement, to assume all or a portion of such Non-Extending Bank's Commitmentand, in each case pursuant to one or more Assignment and Assumption Agreements to be executed and effected case, if the Liquidity Provider shall not have been replaced in accordance with Section 12.04(b3.6(e) of the Intercreditor Agreement). Upon , the Borrower shall be entitled on and after the date on which the Consent Period ends (Abut prior to the then effective Expiry Date) the execution of such Assignment and Assumption Agreement (or on such date specified in such Assignment and Assumption Agreement, which date shall not be later than the Expiry Date as in effect for such to request a Non-Extending Bank), (BExtension Advance in accordance with Section 2.02(b) and Section 3.6(d) of the payment to such Non-Extending Banks of all amounts of principal, interest, fees and otherIntercreditor Agreement.

Extension of Expiry Date. Not less No earlier than 60 days the 60th day and not more no ------------------------ later than 90 days the 40th day prior to the then effective Expiry Date then in effect(unless such Expiry Date is on or after the date that is 15 days after the Final Maturity Date for the Class A-1 Certificates), the Borrowers may make a written Borrower shall request (that the "Extension Request") to the Administrative Agent at its Notice Office, which request the Administrative Agent shall promptly transmit to each of the Banks, that Liquidity Provider extend the Expiry Date then in effect be extended to the earlier of (i) the date which occurs 364 that is 15 days after the Requested Extension Effective Final Maturity Date specified by for the Borrowers in the Extension Request. Each Extension Request shall specify a date (the "Requested Extension Effective Date"), which shall be a Business Day not earlier than 40 days after the giving of the respective notice and not later than the Expiry Date then in effect, on which such extension of the Expiry Date, if granted by the Banks, shall occur. Each Extension Request shall also be accompanied by a certificate of an authorized officer of the Borrowers stating that no Default or Event of Default has occurred and is continuing. Each Bank, acting in its sole discretion and with no obligation to grant any extension pursuant to this Section 1.13, shall, by written notice to the Borrowers and the Administrative Agent, such notice to be given within 30 days of its receipt of the relevant Extension Request, advise the Borrowers and the Administrative Agent whether such Bank agrees to such extension, provided that: (i) any Bank that fails to so notify the Borrowers and the Administrative Agent shall be deemed to have elected not to grant such extension as to itself Class A-1 Certificates and (ii) any extension the date that is the day immediately preceding the 364th day occurring after the last day of the Consent Period (as hereinafter defined). Whether or not the Borrower has made such request, the Liquidity Provider shall advise the Borrower, no earlier than the 40th day (or, if earlier, the date of the Liquidity Provider's receipt of such request, if any, from the Borrower) and no later than the 25th day prior to the then effective Expiry Date pursuant to this Section 1.13 shall be effective on the Requested Extension Expiry Date only to those Banks (such period the "Extending BanksConsent Period") (and their respective Commitments) which have consented ), whether, in its sole discretion, it agrees to such extension pursuant to such Extension Request. The Expiry Date for each Bank which does not consent to such extension pursuant to such Extension Request (each a "Non-Extending Bank") shall be the Expiry Date as in effect immediately before giving effect to such Extension Request. No Bank shall be under any obligation whatsoever to consent to an Extension Request and may refuse to so extend the Expiry Date as to itself in its sole and absolute discretionDate. The Administrative Agent shall notify If the Borrowers and each Bank of Liquidity Provider advises the effectiveness of any such extension. (b) The Commitment of each Non-Extending Bank shall terminate permanently and irrevocably Borrower on or before the Expiry Date in effect for such Bank before giving effect to any extension of date on which the Consent Period ends that such Expiry Date pursuant shall not be so extended, or fails to an Extension Request to which such Bank has not consented, irrevocably and unconditionally advise the Borrower on or before the date on which the Consent Period ends that such Expiry Date shall pay to each Non-Extending Bank an amount equal to all Obligations then owing to such Non-Extending Bank and such Non-Extending Bank shall thereafter cease to be a "Bank" hereunder so extended (except with respect to its rights under Sections 2.01, 3.04 and 12.01 and any provision of this Agreement which by its terms survives the termination of this Agreement and its obligations under Section 12.16); PROVIDED that, the Borrowers may at their option (i) allocate all or any portion of the Commitment of any Non-Extending Bank to any Extending Bank or Extending Banks which agree in their sole and absolute discretion to accept such allocation and/or (ii) permit any Eligible Transferee acceptable to the Agents that is not a party to this Agreement, to assume all or a portion of such Non-Extending Bank's Commitmentand, in each case pursuant to one or more Assignment and Assumption Agreements to be executed and effected case, [Revolving Credit Agreement] if the Liquidity Provider shall not have been replaced in accordance with Section 12.04(b3.6(e) of the Intercreditor Agreement). Upon , the Borrower shall be entitled on and after the date on which the Consent Period ends (Abut prior to the then effective Expiry Date) the execution of such Assignment and Assumption Agreement (or on such date specified in such Assignment and Assumption Agreement, which date shall not be later than the Expiry Date as in effect for such to request a Non-Extending Bank), (BExtension Advance in accordance with Section 2.02(b) and Section 3.6(d) of the payment to such Non-Extending Banks of all amounts of principal, interest, fees and otherIntercreditor Agreement.

Extension of Expiry Date. Not less No earlier than 60 days the 60th day and not more ------------------------ no later than 90 days the 40th day prior to the then effective Expiry Date then in effect(unless such Expiry Date is on or after the date that is 15 days after the Final Maturity Date for the Class B Certificates), the Borrowers may make a written Borrower shall request (that the "Extension Request") to the Administrative Agent at its Notice Office, which request the Administrative Agent shall promptly transmit to each of the Banks, that Liquidity Provider extend the Expiry Date then in effect be extended to the earlier of (i) the date which occurs 364 that is 15 days after the Requested Extension Effective Final Maturity Date specified by for the Borrowers in the Extension Request. Each Extension Request shall specify a date (the "Requested Extension Effective Date"), which shall be a Business Day not earlier than 40 days after the giving of the respective notice and not later than the Expiry Date then in effect, on which such extension of the Expiry Date, if granted by the Banks, shall occur. Each Extension Request shall also be accompanied by a certificate of an authorized officer of the Borrowers stating that no Default or Event of Default has occurred and is continuing. Each Bank, acting in its sole discretion and with no obligation to grant any extension pursuant to this Section 1.13, shall, by written notice to the Borrowers and the Administrative Agent, such notice to be given within 30 days of its receipt of the relevant Extension Request, advise the Borrowers and the Administrative Agent whether such Bank agrees to such extension, provided that: (i) any Bank that fails to so notify the Borrowers and the Administrative Agent shall be deemed to have elected not to grant such extension as to itself Class B Certificates and (ii) any extension the date that is the day immediately preceding the 364th day occurring after the last day of the Consent Period (as hereinafter defined). Whether or not the Borrower has made such request, the Liquidity Provider shall advise the Borrower, no earlier than the 40th day (or, if earlier, the date of the Liquidity Provider's receipt of such request, if any, from the Borrower) and no later than the 25th day prior to the then effective Expiry Date pursuant to this Section 1.13 shall be effective on the Requested Extension Expiry Date only to those Banks (such period the "Extending BanksConsent Period") (and their respective Commitments) which have consented ), whether, in its sole discretion, it agrees to such extension pursuant to such Extension Request. The Expiry Date for each Bank which does not consent to such extension pursuant to such Extension Request (each a "Non-Extending Bank") shall be the Expiry Date as in effect immediately before giving effect to such Extension Request. No Bank shall be under any obligation whatsoever to consent to an Extension Request and may refuse to so extend the Expiry Date as to itself in its sole and absolute discretionDate. The Administrative Agent shall notify If the Borrowers and each Bank of Liquidity Provider advises the effectiveness of any such extension. (b) The Commitment of each Non-Extending Bank shall terminate permanently and irrevocably Borrower on or before the Expiry Date in effect for such Bank before giving effect to any extension of date on which the Consent Period ends that such Expiry Date pursuant shall not be so extended, or fails to an Extension Request to which such Bank has not consented, irrevocably and unconditionally advise the Borrower on or before the date on which the Consent Period ends that such Expiry Date shall pay to each Non-Extending Bank an amount equal to all Obligations then owing to such Non-Extending Bank and such Non-Extending Bank shall thereafter cease to be a "Bank" hereunder so extended (except with respect to its rights under Sections 2.01, 3.04 and 12.01 and any provision of this Agreement which by its terms survives the termination of this Agreement and its obligations under Section 12.16); PROVIDED that, the Borrowers may at their option (i) allocate all or any portion of the Commitment of any Non-Extending Bank to any Extending Bank or Extending Banks which agree in their sole and absolute discretion to accept such allocation and/or (ii) permit any Eligible Transferee acceptable to the Agents that is not a party to this Agreement, to assume all or a portion of such Non-Extending Bank's Commitmentand, in each case pursuant to one or more Assignment and Assumption Agreements to be executed and effected case, [Revolving Credit Agreement] if the Liquidity Provider shall not have been replaced in accordance with Section 12.04(b3.6(e) of the Intercreditor Agreement). Upon , the Borrower shall be entitled on and after the date on which the Consent Period ends (Abut prior to the then effective Expiry Date) the execution of such Assignment and Assumption Agreement (or on such date specified in such Assignment and Assumption Agreement, which date shall not be later than the Expiry Date as in effect for such to request a Non-Extending Bank), (BExtension Advance in accordance with Section 2.02(b) and Section 3.6(d) of the payment to such Non-Extending Banks of all amounts of principal, interest, fees and otherIntercreditor Agreement.