Common use of Extension of Facility Termination Date Clause in Contracts

Extension of Facility Termination Date. The Seller may advise any Managing Agent in writing of its desire to extend the Facility Termination Date for an additional period not exceeding 364 days, provided such request is made not more than 90 days prior to, and not less than 60 days prior to, the then current Facility Termination Date. Each Managing Agent so advised by the Seller shall promptly notify each Committed Purchaser in its related Purchaser Group of any such request and each such Committed Purchaser shall notify its related Managing Agent, the Collateral Agent and the Seller of its decision to accept or decline the request for such extension no later than 30 days prior to the then current Facility Termination Date (it being understood that each Committed Purchaser may accept or decline such request in its sole discretion and on such terms as it may elect, and the failure to so notify its Managing Agent, the Collateral Agent and the Seller shall be deemed an election not to extend by such Committed Purchaser). In the event that at least one Committed Purchaser agrees to extend the Facility Termination Date, the Seller Parties, the Collateral Agent, the extending Committed Purchasers and the applicable Managing Agent or Managing Agents shall enter into such documents as such extending Committed Purchasers may deem necessary or appropriate to reflect such extension, and all reasonable costs and expenses incurred by such Committed Purchasers, the Managing Agents and the Collateral Agent (including reasonable attorneys’ fees) shall be paid by the Seller. In the event that any Committed Purchaser (a) declines the request to extend the Facility Termination Date or (b) is in a Purchaser Group with respect to which the Seller did not seek an extension of the Facility Termination Date (each such Committed Purchaser being referred to herein as a “Non-Renewing Committed Purchaser”), and, in the case of a Non-Renewing Committed Purchaser described in clause (a), the Commitment of such Non-Renewing Committed Purchaser is not assigned to another Person in accordance with the terms of this Article XI prior to the then current Facility Termination Date, the Purchase Limit shall be reduced by an amount equal to each such Non-Renewing Committed Purchaser’s Commitment on the then current Facility Termination Date.

Extension of Facility Termination Date. The Seller Borrower may advise any Managing Agent in writing of its desire to extend the Facility Termination Date for an additional period not exceeding 364 days, provided such request is made not more than 90 days prior to, and not less than 60 days prior to, the then current Facility Termination Date. Each Managing Agent so advised by the Seller shall promptly notify each Committed Purchaser in its related Purchaser Group of any such request and each such Committed Purchaser shall notify its related Managing Agent, the Collateral Agent and the Seller of its decision to accept or decline the request for such extension no later than 30 days prior to the then current Facility Termination Date (it being understood that each Committed Purchaser may accept or decline such request in its sole discretion and on such terms as it may elect, and the failure to so notify its Managing Agent, the Collateral Agent and the Seller shall be deemed an election not to extend by such Committed Purchaser). In the event that at least one Committed Purchaser agrees to extend the Facility Termination Date, the Seller Parties, the Collateral Agent, the extending Committed Purchasers and the applicable Managing Agent or Managing Agents shall enter into such documents as such extending Committed Purchasers may deem necessary or appropriate to reflect such extension, and all reasonable costs and expenses incurred by such Committed Purchasers, the Managing Agents and the Collateral Agent (including reasonable attorneys’ fees) shall be paid by the Seller. In the event that any Committed Purchaser (a) declines the request to extend the Facility Termination Date or (b) is in a Purchaser Group with respect to which the Seller did not seek an extension of the Facility Termination Date by submitting a request for an extension to the Administrative Agent (an “Extension Request”) at least 30 days but no more than 60 days prior to each such Committed Purchaser being referred anniversary of the date of this Agreement. The Extension Request must specify the new Facility Termination Date requested by the Borrower and the date (which must be at least 10 days after the Extension Request is delivered to herein the Administrative Agent) as a of which the Lenders must respond to the Extension Request (the “Non-Renewing Committed PurchaserResponse Date”). Promptly upon receipt of an Extension Request, andthe Administrative Agent shall notify each Lender of the contents thereof and shall request each Lender to respond to the Extension Request. Each Lender approving the Extension Request shall deliver its written consent no later than the Response Date. The response by each Lender to the Extension Request shall be in such Lender’s sole and absolute discretion. The failure of any Lender to respond to an Extension Request on or before the Response Date shall be deemed to be a refusal by such Lender to consent to the Extension Request. If the consent of each of the Lenders is received by the Administrative Agent (or, in the case of a Nonnon-Renewing Committed Purchaser described in clause (aconsenting Lender or Lenders, such Lender or Lenders are replaced by the Borrower pursuant to Section 3.7 not later than five days prior to the existing Facility Termination Date and, at the time of such replacement, each replacement Lender consents to the Extension Request), the Commitment of such Non-Renewing Committed Purchaser is not assigned to another Person Facility Termination Date specified in accordance with the terms of this Article XI prior to Extension Request shall become effective on the then current existing Facility Termination Date, and the Purchase Limit Administrative Agent shall be reduced by an amount equal to promptly notify the Borrower and each such Non-Renewing Committed Purchaser’s Commitment on Lender of the then current new Facility Termination Date.

Extension of Facility Termination Date. The Seller may advise any Managing Agent in writing of its desire Borrower shall have an option to extend the Facility Termination Date for an additional period one time, by not exceeding 364 dayslonger than one year, provided such request is made not more than 90 days prior to, and not less than 60 days prior to, subject to the then current Facility Termination Date. Each Managing Agent so advised satisfaction of the following conditions precedent (unless otherwise waived by the Seller shall promptly notify each Committed Purchaser in its related Purchaser Group of any such request and each such Committed Purchaser shall notify its related Managing Agent, the Collateral Administrative Agent and applicable Lenders in their sole discretion): (a) each of the Seller Lenders and the Administrative Agent consent to the extension in their sole discretion (written notice of its decision such consent to accept or decline be delivered to Borrower together with the request for such requested extension fee (if applicable) no later than 30 thirty (30) days following receipt of the Extension Request delivered pursuant to clause (e) below; provided that if the Borrower fails to receive such consent from the Administrative Agent or any Lender within such thirty-day period, the Administrative Agent and such Lender, as applicable, shall be deemed to have denied such Extension Request); (b) as of the effective date of such extension, the representations and warranties of the Borrower, the Equityholder and the Servicer set forth herein and in the other Facility Documents are true and correct in all material respects with the same force and effect as if made on and as of such date (except to the extent that such representations and warranties expressly relate to an earlier date); provided that if a representation or warranty is qualified as to materiality, with respect to such representation or warranty, the foregoing materiality qualifier shall be disregarded for the purposes of this condition; (c) the Borrower shall have paid an extension fee to the Administrative Agent, for the account of each Lender, in an amount to be mutually agreed upon by the Borrower and such Lender; (d) no Default or Event of Default shall have occurred and be continuing on the date on which the Extension Request is delivered in accordance with the following clause (e) or on the Facility Termination Date then in effect; and (e) the Borrower shall have delivered an Extension Request with respect to the Facility Termination Date to the Administrative Agent not earlier than one year after the Closing Date and not later than one hundred twenty (120) days prior to the then current Facility Termination Date then in effect (it being understood that each Committed Purchaser may accept or decline such request in its sole discretion and on such terms as it may elect, and the failure to so notify its Managing Agent, the Collateral Agent and the Seller which shall be deemed an election not to extend promptly forwarded by such Committed Purchaser). In the event that at least one Committed Purchaser agrees to extend the Facility Termination Date, the Seller Parties, the Collateral Agent, the extending Committed Purchasers and the applicable Managing Administrative Agent or Managing Agents shall enter into such documents as such extending Committed Purchasers may deem necessary or appropriate to reflect such extension, and all reasonable costs and expenses incurred by such Committed Purchasers, the Managing Agents and the Collateral Agent (including reasonable attorneys’ fees) shall be paid by the Seller. In the event that any Committed Purchaser (a) declines the request to extend the Facility Termination Date or (b) is in a Purchaser Group with respect to which the Seller did not seek an extension of the Facility Termination Date (each such Committed Purchaser being referred to herein as a “Non-Renewing Committed Purchaser”), and, in the case of a Non-Renewing Committed Purchaser described in clause (a), the Commitment of such Non-Renewing Committed Purchaser is not assigned to another Person in accordance with the terms of this Article XI prior to the then current Facility Termination Date, the Purchase Limit shall be reduced by an amount equal to each such Non-Renewing Committed Purchaser’s Commitment on the then current Facility Termination DateLender).

Extension of Facility Termination Date. The Seller Borrower may advise any Managing Agent in writing of its desire to extend the Facility Termination Date for an additional period not exceeding 364 days, provided such request is made not more than 90 days prior to, and not less than 60 days prior to, the then current Facility Termination Date. Each Managing Agent so advised by the Seller shall promptly notify each Committed Purchaser in its related Purchaser Group of any such request and each such Committed Purchaser shall notify its related Managing Agent, the Collateral Agent and the Seller of its decision to accept or decline the request for such extension no later than 30 days prior to the then current Facility Termination Date (it being understood that each Committed Purchaser may accept or decline such request in its sole discretion and on such terms as it may elect, and the failure to so notify its Managing Agent, the Collateral Agent and the Seller shall be deemed an election not to extend by such Committed Purchaser). In the event that at least one Committed Purchaser agrees to extend the Facility Termination Date, the Seller Parties, the Collateral Agent, the extending Committed Purchasers and the applicable Managing Agent or Managing Agents shall enter into such documents as such extending Committed Purchasers may deem necessary or appropriate to reflect such extension, and all reasonable costs and expenses incurred by such Committed Purchasers, the Managing Agents and the Collateral Agent (including reasonable attorneys’ fees) shall be paid by the Seller. In the event that any Committed Purchaser (a) declines the request to extend the Facility Termination Date or (b) is in a Purchaser Group with respect to which the Seller did not seek an extension of the Facility Termination Date for up to two additional one-year periods by submitting a request for an extension to the Administrative Agent (an “Extension Request”) not more than 60 days or less than 30 days prior to any anniversary of the date of this Agreement (each such Committed Purchaser being referred to herein as a an “Non-Renewing Committed PurchaserAnniversary Date”). In response to such request, andeach Lender shall, in the case of a Non-Renewing Committed Purchaser described in clause (a), the Commitment of such Non-Renewing Committed Purchaser is not assigned to another Person in accordance with the terms of this Article XI later than 20 days prior to the then current applicable Anniversary Date, notify the Agent whether it is willing (in its sole and complete discretion) to extend the scheduled Facility Termination Date for an additional year (and any Lender that fails to give such notice to the Agent shall be deemed to have elected not to extend the scheduled Facility Termination Date). The Agent will notify the Borrower of the Lenders’ decisions no later than 15 days prior to such Anniversary Date. If Lenders holding more than 50% of the Commitments elect to extend the scheduled Facility Termination Date, then on such Anniversary Date the Purchase Limit Commitments of such Lenders shall be reduced by extended for an amount equal additional year; provided that (i) no Default or Unmatured Default exists on such Anniversary Date and (ii) all representations and warranties are true and correct on such Anniversary Date, as though made as of such Anniversary Date (or, if any such representation or warranty is expressly stated to each have been made as of a specific date, as of such Non-Renewing Committed Purchaser’s specific date). No Lender shall be required to consent to any Extension Request and any Lender that elects, or is deemed to have elected, not to extend the scheduled Facility Termination Date (a “Declining Lender”) will have its Commitment terminated on the then current existing scheduled Facility Termination DateDate (without regard to any extension by other Lenders). The Borrower may, at its sole expense and effort, upon notice to any Declining Lender and the Administrative Agent, require any Declining Lender to assign and delegate its rights and obligations under this Agreement to an assignee selected by the Borrower and willing to accept such assignment (in accordance with, and subject to, the restrictions and consents otherwise required for assignments generally).

Extension of Facility Termination Date. The Seller may advise any Managing the Administrator and each Purchaser Agent in writing of its desire to extend the then current Facility Termination Date for an additional period not exceeding 364 days, set forth in clause (a) of the definition thereof or determined pursuant to clause (d) of the definition thereof; provided that such request is made not more than 90 days prior to, and not less than 60 days prior to, the then current Facility Termination DateDate and provided, further, that no extension of the Facility Termination Date determined pursuant to clause (d) of the definition thereof with respect to any Purchaser shall be for a period of more than 364 days after the effective date of such extension. Each Managing Agent In the event that the Purchasers are all agreeable to such extension, the Administrator shall so advised by notify the Seller shall promptly notify each Committed Purchaser in its related Purchaser Group of any such request and each such Committed Purchaser shall notify its related Managing Agent, writing (it being understood that the Collateral Agent and the Seller of its decision to Purchasers may accept or decline the such a request for in their sole discretion and on such extension no later terms as they may elect) not less than 30 days prior to the then current Facility Termination Date (it being understood that each Committed Purchaser may accept or decline such request in its sole discretion and on such terms as it may elect, and the failure to so notify its Managing AgentSeller, the Collateral Agent Servicer, the Administrator, the Purchaser Agents and the Seller shall be deemed an election not to extend by such Committed Purchaser). In the event that at least one Committed Purchaser agrees to extend the Facility Termination Date, the Seller Parties, the Collateral Agent, the extending Committed Purchasers and the applicable Managing Agent or Managing Agents shall enter into such documents as such extending Committed the Purchasers may deem necessary or appropriate to reflect such extension, and all reasonable costs and expenses incurred by such Committed the Purchasers, the Managing Agents Administrator and the Collateral Agent Purchaser Agents in connection therewith (including reasonable attorneysAttorneys’ feesCosts) shall be paid by the Seller. In the event that any Committed Purchaser (a) declines the request to extend for such extension, such Purchaser (or the Facility Termination Date or (bapplicable Purchaser Agent on its behalf) is in a Purchaser Group with respect to which shall so notify the Administrator and the Administrator shall so notify the Seller did not seek an extension of such determination; provided, however, that the failure of the Facility Termination Date (each Administrator to notify the Seller of the determination to decline such Committed Purchaser being referred extension shall not affect the understanding and agreement that the applicable Purchasers shall be deemed to herein as a “Non-Renewing Committed Purchaser”), andhave refused to grant the requested extension in the event the Administrator fails to affirmatively notify the Seller, in writing, of their agreement to accept the case of a Non-Renewing Committed Purchaser described in clause (a), the Commitment of such Non-Renewing Committed Purchaser is not assigned to another Person in accordance with the terms of this Article XI prior to the then current Facility Termination Date, the Purchase Limit shall be reduced by an amount equal to each such Non-Renewing Committed Purchaser’s Commitment on the then current Facility Termination Daterequested extension.

Extension of Facility Termination Date. The Seller Not less than 45 days and not more than 60 days prior to the Facility Termination Date then in effect with respect to a Borrower, provided that no Default or Unmatured Default shall have occurred and be continuing, such Borrower may advise any Managing request an extension of such Facility Termination Date by submitting to the Agent an Extension Request, which the Agent shall promptly furnish to each Lender. Each Lender shall, not less than 30 days prior to the applicable Facility Termination Date then in writing effect, notify such Borrower and the Agent of its desire election, in its sole and absolute discretion, to extend or not extend such Facility Termination Date as requested in such Extension Request. Notwithstanding any provision of this Agreement to the contrary, any notice by any Lender of its willingness to extend the Facility Termination Date for an additional period not exceeding 364 days, provided shall be revocable by such request is made not more than 90 days prior to, and not less than 60 days prior to, the then current Facility Termination Date. Each Managing Agent so advised by the Seller shall promptly notify each Committed Purchaser Lender in its related Purchaser Group of sole and absolute discretion at any such request and each such Committed Purchaser shall notify its related Managing Agent, time prior to the Collateral Agent and the Seller of its decision to accept or decline the request for such extension no later than date which is 30 days prior to the then current Facility Termination Date (it being understood that each Committed Purchaser may accept or decline such request then in its sole discretion and on such terms as it may elect, and the failure to so notify its Managing Agent, the Collateral Agent and the Seller shall be deemed an election not to extend by such Committed Purchaser). In the event that at least one Committed Purchaser agrees to extend the Facility Termination Date, the Seller Parties, the Collateral Agent, the extending Committed Purchasers and the applicable Managing Agent or Managing Agents shall enter into such documents as such extending Committed Purchasers may deem necessary or appropriate to reflect such extension, and all reasonable costs and expenses incurred by such Committed Purchasers, the Managing Agents and the Collateral Agent (including reasonable attorneys’ fees) shall be paid by the Seller. In the event that any Committed Purchaser (a) declines the request to extend the Facility Termination Date or (b) is in a Purchaser Group effect with respect to which such Borrower. If the Seller did not seek an then Required Lenders shall approve in writing the extension of the Facility Termination Date requested in such Extension Request, such Facility Termination Date shall automatically and without any further action by any Person be extended for the period specified in such Extension Request; provided that (i) each such Committed Purchaser being referred extension pursuant to herein as this Section 2.20 shall be for a “Non-Renewing Committed Purchaser”), and, in the case maximum of a Non-Renewing Committed Purchaser described in clause 364 days and (a), ii) the Commitment of any Lender that does not consent in writing to such Non-Renewing Committed Purchaser is not assigned to another Person extension (an "Objecting Lender") shall, unless earlier terminated in accordance with this Agreement, expire on the terms Facility Termination Date in effect on the date of this Article XI prior to the then current such Extension Request (such Facility Termination Date, if any, referred to as the Purchase Limit shall be reduced by an amount equal "Commitment Expiration Date" with respect to each such Non-Renewing Committed Purchaser’s Commitment on Objecting Lender). If, as of the then current 30th day prior to the Facility Termination DateDate then in effect, the Required Lenders shall not approve in writing the extension of the Facility Termination Date requested in an Extension Request, such Facility Termination Date shall not be extended pursuant to such Extension Request. The Agent shall promptly notify (y) the Lenders and the applicable Borrower of any extension of a Facility Termination Date pursuant to this Section 2.20 and (z) such Borrower and each other Lender of any Lender which becomes an Objecting Lender.

Extension of Facility Termination Date. The Seller may advise any Managing Agent in writing of its desire Borrower shall have an option to extend the Facility Termination Date for an additional period one time, not exceeding 364 dayslonger than one year, provided such request is made not more than 90 days prior to, and not less than 60 days prior to, effective on the then current Facility Termination Date. Each Managing Agent so advised by Date then in effect, subject to the Seller shall promptly notify satisfaction of the following conditions precedent: (a) each Committed Purchaser in its related Purchaser Group of any such request and each such Committed Purchaser shall notify its related Managing Agent, the Collateral Agent Lenders and the Seller Administrative Agent have consented to the extension in their sole discretion (written notice of its decision such consent to accept or decline be delivered to Borrower together with the request for such requested extension fee (if applicable) no later than 30 thirty (30) days following receipt of the Extension Request delivered pursuant to clause (e) below; provided that if the Borrower fails to receive such consent from the Administrative Agent or any Lender within such thirty-day period, the Administrative Agent and such Lender, as applicable, shall be deemed to have denied such Extension Request); (b) as of the effective date of such extension, the representations and warranties of the Borrower, the Equityholder and the Servicer set forth herein and in the other Facility Documents are true and correct in all material respects with the same force and effect as if made on and as of such date (except to the extent that such representations and warranties expressly relate to an earlier date); provided that if a representation or warranty is qualified as to materiality, with respect to such representation or warranty, the foregoing materiality qualifier shall be disregarded for the purposes of this condition; (c) the Borrower shall have paid an extension fee to the Administrative Agent, for the account of each Lender, in an amount to be mutually agreed upon by the Borrower and such Lender; (d) no Default or Event of Default shall have occurred and be continuing on the date on which the Extension Request is delivered in accordance with the following clause (e) or on the Facility Termination Date then in effect; and (e) the Borrower shall have delivered an Extension Request with respect to the Facility Termination Date to the Administrative Agent not earlier than one year after the Closing Date and not later than one hundred twenty (120) days prior to the then current Facility Termination Date then in effect (it being understood that each Committed Purchaser may accept or decline such request in its sole discretion and on such terms as it may elect, and the failure to so notify its Managing Agent, the Collateral Agent and the Seller which shall be deemed an election not to extend promptly forwarded by such Committed Purchaser). In the event that at least one Committed Purchaser agrees to extend the Facility Termination Date, the Seller Parties, the Collateral Agent, the extending Committed Purchasers and the applicable Managing Administrative Agent or Managing Agents shall enter into such documents as such extending Committed Purchasers may deem necessary or appropriate to reflect such extension, and all reasonable costs and expenses incurred by such Committed Purchasers, the Managing Agents and the Collateral Agent (including reasonable attorneys’ fees) shall be paid by the Seller. In the event that any Committed Purchaser (a) declines the request to extend the Facility Termination Date or (b) is in a Purchaser Group with respect to which the Seller did not seek an extension of the Facility Termination Date (each such Committed Purchaser being referred to herein as a “Non-Renewing Committed Purchaser”), and, in the case of a Non-Renewing Committed Purchaser described in clause (a), the Commitment of such Non-Renewing Committed Purchaser is not assigned to another Person in accordance with the terms of this Article XI prior to the then current Facility Termination Date, the Purchase Limit shall be reduced by an amount equal to each such Non-Renewing Committed Purchaser’s Commitment on the then current Facility Termination DateLender).

Extension of Facility Termination Date. The Seller may advise any Managing Agent in writing request the extension of its desire to extend the then current Facility Termination Date for an additional period not exceeding 364 days, by providing written notice to the Administrator and each Purchaser Agent; provided such request is made not more than 90 days prior to, and not less than 60 45 days prior to, the then current Facility Termination Date. Each Managing Agent In the event that the Purchasers are all agreeable to such extension, the Administrator shall so advised by notify the Seller shall promptly notify each Committed Purchaser in its related Purchaser Group of any such request and each such Committed Purchaser shall notify its related Managing Agent, the Collateral Agent and the Seller of its decision to accept or decline the request for such extension no later than 30 days prior to the then current Facility Termination Date Servicer (it being understood that each Committed Purchaser the Purchasers may accept or decline such a request in its their sole discretion and on such terms as it they may elect, ) not more than 45 days from the date of the Seller’s written notice and the failure to so notify its Managing AgentSeller, the Collateral Agent Servicer, the Administrator, the Purchaser Agents and the Seller shall be deemed an election not to extend by such Committed Purchaser). In the event that at least one Committed Purchaser agrees to extend the Facility Termination Date, the Seller Parties, the Collateral Agent, the extending Committed Purchasers and the applicable Managing Agent or Managing Agents shall enter into such documents as such extending Committed the Purchasers may deem necessary or appropriate to reflect such extension, and all reasonable costs and expenses incurred by such Committed the Purchasers, the Managing Agents Administrator and the Collateral Agent Purchaser Agents in connection therewith (including reasonable attorneys’ feesAttorney Costs) shall be paid by the Seller. In the event that any Committed Purchaser declines (or does not respond to) the request for such extension, (a) declines the request to extend the Facility Termination Date or (b) is in a Purchaser Group with respect to which the Seller did not seek an extension of the Facility Termination Date (each such Committed Purchaser being referred to herein as a “Non-Renewing Committed Purchaser”), and, in the case of a Non-Renewing Committed Purchaser described in clause (a), the Commitment of such Non-Renewing Committed Purchaser is not assigned to another Person in accordance with the terms of this Article XI prior to the then current Facility Termination Date, the Purchase Limit shall be reduced by an amount equal to each the Commitment of such Non-Renewing Committed Purchaser’s Purchaser (and the Commitment and LC Sublimit, if any, of such Purchaser shall be deemed to be reduced to zero) and (b) such Purchaser (or the applicable Purchaser Agent on its behalf) shall so notify the then current Facility Termination DateAdministrator and the Administrator shall so notify the Seller of such determination; provided, that the failure of the Administrator to notify the Seller of the determination to decline such extension shall not affect the understanding and agreement that the applicable Purchasers shall be deemed to have refused to grant the requested extension in the event the Administrator fails to affirmatively notify the Seller of their agreement to accept the requested extension.

Extension of Facility Termination Date. The Seller may (a) So long as no Default or Event of Default has occurred and is continuing and subject to the satisfaction of the conditions set forth in Sections 2.24(b) and 2.24(c), the Borrower may, not more than two (2) times during the term of this Agreement, no earlier than sixty (60) days and no later than thirty (30) days prior to each anniversary of the Closing Date (such anniversary, an “Extension Date”) request through written notice to the Administrative Agent (the “Extension Notice”), that the Lenders extend the then existing Revolving Termination Date for an additional one-year period. Each Lender, acting in its sole discretion, shall, by notice to the Administrative Agent no later than the applicable Extension Date (except in the year in which the then existing Revolving Termination Date shall occur, in which case such written notice shall be delivered by the Lenders no later than fifteen (15) days prior to the then existing Revolving Termination Date) (such date, the “Consent Date”), advise any Managing the Administrative Agent in writing of its desire to extend (any such Lender, an “Extending Lender”) or not to so extend (any such Lender, a “Non-Extending Lender”) such date. Any Lender that does not advise the Facility Termination Administrative Agent by the Consent Date for an additional period not exceeding 364 days, provided such request is made not more than 90 days prior to, and not less than 60 days prior to, shall be deemed to be a Non-Extending Lender. No Lender shall be under any obligation or commitment to extend the then current Facility existing Revolving Termination Date. Each Managing Agent so advised by the Seller shall promptly notify each Committed Purchaser in its related Purchaser Group The election of any Lender to agree to such request and each extension shall not obligate any other Lender to agree to such Committed Purchaser shall notify its related Managing Agentextension. (b) On the Consent Date, if Lenders holding Commitments that aggregate more than 50% of the Total Revolving Commitments (or, if the Revolving Commitments have expired or been terminated, the Collateral Agent and Total Revolving Extensions of Credit then outstanding) shall have agreed to such extension, then the Seller then existing Revolving Termination Date applicable to the Extending Lenders shall be extended to the date that is one (1) year after the then existing Revolving Termination Date. All Revolving Extensions of its decision to accept or decline the request for such extension no later than 30 days prior Credit of each Non-Extending Lender shall be subject to the then current Facility existing Revolving Termination Date Date, without giving effect to such extension (it being understood that each Committed Purchaser may accept or decline such request in its sole discretion and on such terms as it may elect, and the failure to so notify its Managing Agentdate, the Collateral Agent and the Seller shall be deemed an election not to extend by such Committed Purchaser“Prior Termination Date”). In the event that at least one Committed Purchaser agrees to extend the Facility Termination Date, the Seller Parties, the Collateral Agent, the extending Committed Purchasers and the applicable Managing Agent or Managing Agents shall enter into such documents as such extending Committed Purchasers may deem necessary or appropriate to reflect such extension, and all reasonable costs and expenses incurred by such Committed Purchasers, the Managing Agents and the Collateral Agent (including reasonable attorneys’ fees) shall be paid by the Seller. In the event that any Committed Purchaser (a) declines the request to extend the Facility Termination Date or (b) is in a Purchaser Group with respect to which the Seller did not seek of an extension of the Facility then existing Revolving Termination Date (each such Committed Purchaser being referred pursuant to herein as a “Non-Renewing Committed Purchaser”), and, in the case of a Non-Renewing Committed Purchaser described in clause (athis Section 2.24(b), the Borrower shall have the right, at its own expense, to solicit commitments from existing Lenders and/or other banks or financial institutions reasonably acceptable to the Administrative Agent (each, an “Eligible Replacement Lender”) to replace the Revolving Commitment of any Non-Extending Lenders for the remaining duration of this Agreement. Any Eligible Replacement Lender (if not already a Lender hereunder) shall become a party to this Agreement as a Lender by delivering an executed Joinder Agreement to the Administrative Agent and the Borrower. The Revolving Commitment of each Non-Extending Lender shall terminate on the Prior Termination Date, all Revolving Extensions of Credit and other amounts payable hereunder to such Non-Renewing Committed Purchaser Extending Lenders shall be subject to the Prior Termination Date and, to the extent such Non-Extending Lender’s Revolving Commitment is not assigned to another Person in accordance with the terms of this Article XI prior to the then current Facility Termination Datereplaced as provided above, the Purchase Limit Revolving Commitments hereunder shall be reduced by an the amount equal to of the Revolving Commitment of each such Non-Renewing Committed Purchaser’s Commitment Extending Lender so terminated on the then current Facility Prior Termination Date. Notwithstanding anything to the contrary in this Section 2.24(b), the Revolving Termination Date shall not be extended unless the aggregate Revolving Commitments of the Extending Lenders and any Eligible Replacement Lenders joining this Agreement pursuant to this Section 2.24(b) are greater than or equal to the aggregate amount of the Revolving Extensions of Credit as of each Prior Termination Date. (c) An extension of the Revolving Termination Date pursuant to this Section 2.24(c) shall only become effective upon the receipt by the Administrative Agent of a certificate (the statements contained in which shall be true) of duly authorized officers of the Borrower stating that both before and after giving effect to such extension of the Revolving Termination Date, (i) no Default or Event of Default shall then exist or have occurred and be continuing and (ii) the other conditions set forth in Section 4.2 shall have been satisfied.

Extension of Facility Termination Date. The Seller may advise any Managing Agent in writing of its desire Borrower shall have an option to extend the Facility Termination Date for an additional period one time, not exceeding 364 dayslonger than one year, provided such request is made not more than 90 days prior to, and not less than 60 days prior to, effective on the then current Facility Termination Date. Each Managing Agent so advised by Date then in effect, subject to the Seller shall promptly notify satisfaction of the following conditions precedent: (a) each Committed Purchaser in its related Purchaser Group of any such request and each such Committed Purchaser shall notify its related Managing Agent, the Collateral Agent Lenders and the Seller Administrative Agent have consented to the extension in their sole discretion (written notice of its decision such consent to accept or decline be delivered to Borrower together with the request for such requested extension fee (if applicable) no later than 30 thirty (30) days following receipt of the Extension Request delivered pursuant to clause (e) below; provided that if the Borrower fails to receive such consent from the Administrative Agent or any Lender within such thirty-day period, the Administrative Agent and such Lender, as applicable, shall be deemed to have denied such Extension Request); (b) as of the effective date of such extension, the representations and warranties of the Borrower, the Equityholder and the Collateral Manager set forth herein and in the other Facility Documents are true and correct in all material respects with the same force and effect as if made on and as of such date (except to the extent that such representations and warranties expressly relate to an earlier date); provided that if a representation or warranty is qualified as to materiality, with respect to such representation or warranty, the foregoing materiality qualifier shall be disregarded for the purposes of this condition; (c) the Borrower shall have paid an extension fee to the Administrative Agent, for the account of each Lender, in an amount to be mutually agreed upon by the Borrower and such Lender; (d) no Default or Event of Default shall have occurred and be continuing on the date on which the Extension Request is delivered in accordance with the following clause (e) or on the Facility Termination Date then in effect; and (e) the Borrower shall have delivered an Extension Request with respect to the Facility Termination Date to the Administrative Agent (with a copy to the Collateral Agent) not earlier than one year after the Closing Date and not later than one hundred twenty (120) days prior to the then current Facility Termination Date then in effect (it being understood that each Committed Purchaser may accept or decline such request in its sole discretion and on such terms as it may elect, and the failure to so notify its Managing Agent, the Collateral Agent and the Seller which shall be deemed an election not to extend promptly forwarded by such Committed Purchaser). In the event that at least one Committed Purchaser agrees to extend the Facility Termination Date, the Seller Parties, the Collateral Agent, the extending Committed Purchasers and the applicable Managing Administrative Agent or Managing Agents shall enter into such documents as such extending Committed Purchasers may deem necessary or appropriate to reflect such extension, and all reasonable costs and expenses incurred by such Committed Purchasers, the Managing Agents and the Collateral Agent (including reasonable attorneys’ fees) shall be paid by the Seller. In the event that any Committed Purchaser (a) declines the request to extend the Facility Termination Date or (b) is in a Purchaser Group with respect to which the Seller did not seek an extension of the Facility Termination Date (each such Committed Purchaser being referred to herein as a “Non-Renewing Committed Purchaser”), and, in the case of a Non-Renewing Committed Purchaser described in clause (a), the Commitment of such Non-Renewing Committed Purchaser is not assigned to another Person in accordance with the terms of this Article XI prior to the then current Facility Termination Date, the Purchase Limit shall be reduced by an amount equal to each such Non-Renewing Committed Purchaser’s Commitment on the then current Facility Termination DateLender).

Extension of Facility Termination Date. 2.20.1 The Seller Borrower may advise request a one year extension of the then-scheduled Facility Termination Date by submitting a request for an extension to the Administrative Agent (an “Extension Request”) no more than 90 days prior to any Managing anniversary of the date of this Agreement; provided that the Borrower may make no more than two such requests. Any Extension Request shall specify the date (which must be at least 30 days after the Extension Request is delivered to the Administrative Agent) as of which the Lenders must respond to such Extension Request (the “Response Date”). Promptly upon receipt of an Extension Request, the Administrative Agent in writing shall notify each Lender of its desire the contents thereof. Each Lender shall, not later than the Response Date for any Extension Request, deliver a written response to extend the Administrative Agent approving or rejecting such Extension Request (and any Lender that fails to deliver such a response by the Response Date shall be deemed to have rejected such Extension Request). If Lenders that have Pro Rata Shares of more than 50% approve an Extension Request (which approval shall be at the sole discretion of each Lender), then the scheduled Facility Termination Date for each such approving Lender shall be extended to the date that is one year after the previously scheduled Facility Termination Date (but the scheduled Facility Termination Date for each other Lender shall remain unchanged). If Lenders that have Pro Rata Shares of 50% or more reject an Extension Request, then the Facility Termination Date for all Lenders shall remain unchanged. 2.20.2 If a Lender does not approve an additional period not exceeding 364 daysExtension Request (any such Lender, a “Non-Consenting Lender”), the Borrower may elect to replace such Non-Consenting Lender as a Lender party to this Agreement, provided that no Default or Unmatured Default shall have occurred and be continuing at the time of such request is made not more than 90 days prior toreplacement, and not less than 60 days prior toprovided further that, concurrently with such replacement, another bank or other entity reasonably satisfactory to the Borrower, the then current Facility Termination Date. Each Managing Agent so advised by the Seller shall promptly notify each Committed Purchaser in its related Purchaser Group of any such request and each such Committed Purchaser shall notify its related Managing Agent, the Collateral Agent LC Issuers and the Seller of its decision to accept or decline the request for such extension no later than 30 days prior to the then current Facility Termination Date (it being understood that each Committed Purchaser may accept or decline such request in its sole discretion and on such terms as it may elect, and the failure to so notify its Managing Agent, the Collateral Administrative Agent and the Seller shall be deemed an election not to extend by such Committed Purchaser). In the event that at least one Committed Purchaser agrees to extend the Facility Termination Date, the Seller Parties, the Collateral Agent, the extending Committed Purchasers and the applicable Managing Agent or Managing Agents shall enter into such documents as such extending Committed Purchasers may deem necessary or appropriate to reflect such extensionan assignment agreement substantially in the form of Exhibit E in compliance with the requirements of Section 12.3. 2.20.3 Notwithstanding the foregoing, and all reasonable costs and expenses incurred by such Committed Purchasers, the Managing Agents and the Collateral Agent (including reasonable attorneys’ fees) shall be paid by the Seller. In the event that any Committed Purchaser (a) declines the request to extend the Facility Termination Date or (b) is in a Purchaser Group with respect to which the Seller did not seek an no extension of the Facility Termination Date pursuant to this Section 2.20 shall become effective as to any Lender unless (each a) no Default or Unmatured Default shall have occurred and be continuing as of the date of such Committed Purchaser being referred extension; and (b) the representations and warranties in Article V shall be true and correct as of the date of such extension (except to herein the extent that any such representation or warranty is expressly stated to have been made as of a “Non-Renewing Committed Purchaser”), andspecific date, in the which case of a Non-Renewing Committed Purchaser described in clause (a), the Commitment such representation or warranty shall be true and correct as of such Non-Renewing Committed Purchaser is not assigned to another Person in accordance with the terms of this Article XI prior to the then current Facility Termination Date, the Purchase Limit shall be reduced by an amount equal to each such Non-Renewing Committed Purchaser’s Commitment on the then current Facility Termination Datespecific date).

Extension of Facility Termination Date. The Seller Borrower may advise any Managing Agent in writing of its desire to extend the Facility Termination Date for an additional period not exceeding 364 days, provided such request is made not more than 90 days prior to, and not less than 60 days prior to, the then current Facility Termination Date. Each Managing Agent so advised by the Seller shall promptly notify each Committed Purchaser in its related Purchaser Group of any such request and each such Committed Purchaser shall notify its related Managing Agent, the Collateral Agent and the Seller of its decision to accept or decline the request for such extension no later than 30 days prior to the then current Facility Termination Date (it being understood that each Committed Purchaser may accept or decline such request in its sole discretion and on such terms as it may elect, and the failure to so notify its Managing Agent, the Collateral Agent and the Seller shall be deemed an election not to extend by such Committed Purchaser). In the event that at least one Committed Purchaser agrees to extend the Facility Termination Date, the Seller Parties, the Collateral Agent, the extending Committed Purchasers and the applicable Managing Agent or Managing Agents shall enter into such documents as such extending Committed Purchasers may deem necessary or appropriate to reflect such extension, and all reasonable costs and expenses incurred by such Committed Purchasers, the Managing Agents and the Collateral Agent (including reasonable attorneys’ fees) shall be paid by the Seller. In the event that any Committed Purchaser (a) declines the request to extend the Facility Termination Date or (b) is in a Purchaser Group with respect to which the Seller did not seek an extension of the Facility Termination Date for up to two additional one-year periods by submitting a request for an extension to the Administrative Agent (an “Extension Request”) not more than 60 days or less than 30 days prior to any anniversary of the date of this Agreement (each such Committed Purchaser being referred to herein as a an “Non-Renewing Committed PurchaserAnniversary Date”). In response to such request, andeach Lender shall, in the case of a Non-Renewing Committed Purchaser described in clause (a), the Commitment of such Non-Renewing Committed Purchaser is not assigned to another Person in accordance with the terms of this Article XI later than 20 days prior to the then current applicable Anniversary Date, notify the Administrative Agent whether it is willing (in its sole and complete discretion) to extend the scheduled Facility Termination Date for an additional year (and any Lender that fails to give such notice to the Administrative Agent shall be deemed to have elected not to extend the scheduled Facility Termination Date). The Administrative Agent will notify the Borrower of the Lenders’ decisions no later than 15 days prior to such Anniversary Date. If Lenders holding more than 50% of the Commitments elect to extend the scheduled Facility Termination Date, then on such Anniversary Date the Purchase Limit Commitments of such Lenders shall be reduced by extended for an amount equal additional year; provided that (i) no Default or Unmatured Default exists on such Anniversary Date and (ii) all representations and warranties are true and correct on such Anniversary Date, as though made as of such Anniversary Date (or, if any such representation or warranty is expressly stated to each have been made as of a specific date, as of such Non-Renewing Committed Purchaser’s specific date). No Lender shall be required to consent to any Extension Request and any Lender that elects, or is deemed to have elected, not to extend the scheduled Facility Termination Date (a “Declining Lender”) will have its Commitment terminated on the then current existing scheduled Facility Termination DateDate (without regard to any extension by other Lenders). The Borrower may, at its sole expense and effort, upon notice to any Declining Lender and the Administrative Agent, require any Declining Lender to assign and delegate its rights and obligations under this Agreement to an assignee selected by the Borrower and willing to accept such assignment (in accordance with, and subject to, the restrictions and consents otherwise required for assignments generally).

Extension of Facility Termination Date. The Seller Borrower may advise any Managing Agent in writing of its desire to extend the Facility Termination Date for an additional period not exceeding 364 days, provided such request is made not more than 90 days prior to, and not less than 60 days prior to, the then current Facility Termination Date. Each Managing Agent so advised by the Seller shall promptly notify each Committed Purchaser in its related Purchaser Group of any such request and each such Committed Purchaser shall notify its related Managing Agent, the Collateral Agent and the Seller of its decision to accept or decline the request for such extension no later than 30 days prior to the then current Facility Termination Date (it being understood that each Committed Purchaser may accept or decline such request in its sole discretion and on such terms as it may elect, and the failure to so notify its Managing Agent, the Collateral Agent and the Seller shall be deemed an election not to extend by such Committed Purchaser). In the event that at least one Committed Purchaser agrees to extend the Facility Termination Date, the Seller Parties, the Collateral Agent, the extending Committed Purchasers and the applicable Managing Agent or Managing Agents shall enter into such documents as such extending Committed Purchasers may deem necessary or appropriate to reflect such extension, and all reasonable costs and expenses incurred by such Committed Purchasers, the Managing Agents and the Collateral Agent (including reasonable attorneys’ fees) shall be paid by the Seller. In the event that any Committed Purchaser (a) declines the request to extend the Facility Termination Date or (b) is in a Purchaser Group with respect to which the Seller did not seek an extension of the Facility Termination Date by submitting a request for an extension to the Administrative Agent (each such Committed Purchaser being referred to herein as a “Non-Renewing Committed Purchaser”), and, in the case of a Non-Renewing Committed Purchaser described in clause (a), the Commitment of such Non-Renewing Committed Purchaser is not assigned to another Person in accordance with the terms of this Article XI an "Extension Request") no more than 60 days but no less than 40 days prior to the then current effective Facility Termination Date. The Extension Request must specify the new Facility Termination Date requested by the Borrower and the date (which must be at least 30 days after the Extension Request is delivered to the Administrative Agent) as of which the Lenders must respond to the Extension Request (the "Extension Date"). The new Facility Termination Date shall be no more than 364 days after the Extension Date, including the Extension Date as one of the days in the calculation of the days elapsed. Promptly upon receipt of an Extension Request, the Administrative Agent shall notify each Lender of the contents thereof and shall request each Lender to approve the Extension Request. Each Lender may, in its sole discretion, elect to approve or deny such Extension Request. Failure of a Lender to respond to an Extension Request by the Extension Date shall be deemed a refusal to approve such Extension Request. Each Lender approving the Extension Request shall deliver its written consent no later than the Extension Date. Any consent delivered by a Lender to the Administrative Agent prior to the Extension Date may be revoked prior to the Extension Date by the Lender giving written notice of such revocation to the Administrative Agent before the Extension Date. If the consent of the Required Lenders is received by the Administrative Agent and remains in effect on the Extension Date, the Facility Termination Date specified in the Extension Request shall become effective on the Extension Date only as to those Lenders which provided an effective consent. The then effective Facility Termination Date shall be unchanged with respect to the Lenders which did not provide an effective consent, and the Commitments of such Lenders shall terminate on the unchanged Facility Termination Date, and the Purchase Limit Borrower shall be reduced by an amount equal repay all Obligations (including, without limitation, any indemnity obligations pursuant to Section 3.4) to such Lenders on or before such date, notwithstanding the provisions of Section 11.2. The Administrative Agent shall promptly notify the Borrower and each such Non-Renewing Committed Purchaser’s Commitment on Lender of the then current Facility Termination DateDate for each Lender. In no event shall the Borrower be entitled to seek or obtain more than two extensions pursuant to this Section 2.20.

Extension of Facility Termination Date. The Seller may (a) So long as no Unmatured Default or Default has occurred and is continuing and subject to the conditions set forth in Section 2.21(c), the Borrower may, no earlier than sixty (60) days and no later than thirty (30) days prior to each anniversary of the Closing Date (such anniversary, an "Extension Date") request through written notice to the Administrative Agent (the "Extension Notice"), that the Lenders extend the then existing Facility Termination Date for an additional one-year period. Each Lender, acting in its sole discretion, shall, by notice to the Administrative Agent no later than the applicable Extension Date (except in the year in which the then existing Facility Termination Date shall occur, in which case such written notice shall be delivered by the Lenders no later than fifteen (15) days prior to the then existing Facility Termination Date) (such date, the "Consent Date"), advise any Managing the Administrative Agent in writing of its desire to extend (any such Lender, a "Consenting Lender") or not to so extend (any such Lender, a "Non-Consenting Lender") such date. Any Lender that does not advise the Facility Termination Administrative Agent by the Consent Date for an additional period not exceeding 364 days, provided such request is made not more than 90 days prior to, and not less than 60 days prior to, shall be deemed to be a Non-Consenting Lender. No Lender shall be under any obligation or commitment to extend the then current existing Facility Termination Date. Each Managing Agent so advised by the Seller shall promptly notify each Committed Purchaser in its related Purchaser Group The election of any such request and each such Committed Purchaser shall notify its related Managing Agent, the Collateral Agent and the Seller of its decision Lender to accept or decline the request for agree to such extension no later shall not obligate any other Lender to agree to such extension. (b) If Lenders holding Commitments that aggregate more than 30 days prior 50% of the Aggregate Commitments on the Consent Date shall have agreed to such extension, then the then existing Facility Termination Date applicable to the Consenting Lenders shall be extended to the date that is one (1) year after the then existing Facility Termination Date. All Advances of each Non-Consenting Lender shall be subject to the then current existing Facility Termination Date Date, without giving effect to such extension (it being understood that each Committed Purchaser may accept or decline such request in its sole discretion and on such terms as it may elect, and the failure to so notify its Managing Agentdate, the Collateral Agent and the Seller shall be deemed an election not to extend by such Committed Purchaser"Prior Termination Date"). In the event that of an extension of the then existing Facility Termination Date pursuant to this Section 2.21, the Borrower shall have the right, at least one Committed Purchaser agrees its own expense, to extend solicit commitments from existing Lenders and/or other banks or financial institutions reasonably acceptable to the Facility Administrative Agent and the LC Issuing Bank (each, an "Eligible Replacement Lender") to replace the Commitment of any Non-Consenting Lenders for the remaining duration of this Agreement. Any Eligible Replacement Lender (if not already a Lender hereunder) shall become a party to this Agreement as a Lender by delivering an executed Joinder Agreement to the Administrative Agent and the Borrower. The Commitment of each Non-Consenting Lender shall terminate on the Prior Termination Date, all Advances and other amounts payable hereunder to such Non-Consenting Lenders shall be subject to the Seller PartiesPrior Termination Date and, to the extent such Non-Consenting Lender's Commitment is not replaced as provided above, the Collateral Agent, the extending Committed Purchasers and the applicable Managing Agent or Managing Agents shall enter into such documents as such extending Committed Purchasers may deem necessary or appropriate to reflect such extension, and all reasonable costs and expenses incurred by such Committed Purchasers, the Managing Agents and the Collateral Agent (including reasonable attorneys’ fees) Commitments hereunder shall be paid reduced by the Selleramount of the Commitment of each such Non-Consenting Lender so terminated on the Prior Termination Date. In Notwithstanding anything to the event that any Committed Purchaser (a) declines the request to extend contrary in this Section 2.21, the Facility Termination Date shall not be extended unless the aggregate Commitments of the Consenting Lenders and any Eligible Replacement Lenders joining this Agreement pursuant to this Section 2.21(b) are greater than or equal to the Aggregate Outstanding Credit Exposure as of each Prior Termination Date. (bc) is An extension of the Facility Termination Date pursuant to this Section 2.21 shall only become effective upon the receipt by the Administrative Agent of a certificate (the statements contained in which shall be true) of a Purchaser Group with respect duly authorized officer of the Borrower stating that both before and after giving effect to which the Seller did not seek an such extension of the Facility Termination Date (each i) no Event of Default has occurred and is continuing and (ii) all representations and warranties contained in Article 5 are true and correct in all material respects on and as of the date such Committed Purchaser being referred to herein extension is made, except for such representations or warranties which by their terms are made as a “Non-Renewing Committed Purchaser”), and, in the case of a Non-Renewing Committed Purchaser described in clause (a)specified date, the Commitment which shall be true and correct as of such Non-Renewing Committed Purchaser is not assigned to another Person in accordance with specified date. (d) Effective on and after the terms of this Article XI prior to the then current Facility Prior Termination Date, (i) each of the Purchase Limit Non-Consenting Lenders shall be reduced by an amount equal to automatically released from their respective LC Obligations and (ii) the LC Obligations of each such Lender (other than the Non-Renewing Committed Purchaser’s Commitment on the then current Facility Termination DateConsenting Lenders) shall be automatically adjusted to equal such Lender's Pro Rata Share of such LC Obligations.

Extension of Facility Termination Date. The Seller Facility Termination Date may advise be extended one time, not longer than one year, effective on the then-applicable Facility Termination Date, at the option of the Borrower if: (a) each of the Lenders and the Administrative Agent has consented to the extension in their sole discretion (written notice of such consent to be delivered to Borrower together with the requested extension fee (if applicable) no later than thirty (30) days following receipt of the Extension Request delivered pursuant to clause (e) below; provided that if the Borrower fails to receive such consent from the Administrative Agent or any Managing Lender within such thirty-day period, the Administrative Agent and such Lender, as applicable, shall be deemed to have denied such Extension Request); (b) as of the effective date of such extension, the representations and warranties of the Borrower, the Equityholder and the Servicer set forth herein and in writing the other Facility Documents are true and correct in all material respects with the same force and effect as if made on and as of its desire such date (except to extend the extent that such representations and warranties expressly relate to an earlier date); provided that if a representation or warranty is qualified as to materiality, with respect to such representation or warranty, the foregoing materiality qualifier shall be disregarded for the purposes of this condition; (c) the Borrower shall have paid an extension fee to the Administrative Agent, for the account of each Lender, in an amount to be mutually agreed upon by the Borrower and such Lender; (d) no Default or Event of Default shall have occurred and be continuing on the date on which the Extension Request is delivered in accordance with the following clause (e) or on the effective date of such extension; and (e) the Borrower shall have delivered an Extension Request with respect to the Facility Termination Date for an additional period to the Administrative Agent not exceeding 364 days, provided such request is made not more earlier than 90 days prior to, one year after the Closing Date and not less than 60 days prior to, the then current Facility Termination Date. Each Managing Agent so advised by the Seller shall promptly notify each Committed Purchaser in its related Purchaser Group of any such request and each such Committed Purchaser shall notify its related Managing Agent, the Collateral Agent and the Seller of its decision to accept or decline the request for such extension no later than 30 one hundred twenty (120) days prior to the then current Facility Termination Date then in effect (it being understood that each Committed Purchaser may accept or decline such request in its sole discretion and on such terms as it may elect, and the failure to so notify its Managing Agent, the Collateral Agent and the Seller which shall be deemed an election not to extend promptly forwarded by such Committed Purchaser). In the event that at least one Committed Purchaser agrees to extend the Facility Termination Date, the Seller Parties, the Collateral Agent, the extending Committed Purchasers and the applicable Managing Administrative Agent or Managing Agents shall enter into such documents as such extending Committed Purchasers may deem necessary or appropriate to reflect such extension, and all reasonable costs and expenses incurred by such Committed Purchasers, the Managing Agents and the Collateral Agent (including reasonable attorneys’ fees) shall be paid by the Seller. In the event that any Committed Purchaser (a) declines the request to extend the Facility Termination Date or (b) is in a Purchaser Group with respect to which the Seller did not seek an extension of the Facility Termination Date (each such Committed Purchaser being referred to herein as a “Non-Renewing Committed Purchaser”), and, in the case of a Non-Renewing Committed Purchaser described in clause (a), the Commitment of such Non-Renewing Committed Purchaser is not assigned to another Person in accordance with the terms of this Article XI prior to the then current Facility Termination Date, the Purchase Limit shall be reduced by an amount equal to each such Non-Renewing Committed Purchaser’s Commitment on the then current Facility Termination DateLender).

Extension of Facility Termination Date. The Seller may (a) So long as no Unmatured Default or Default has occurred and is continuing and subject to the conditions set forth in Section 2.21(c), the Borrower may, not more than two (2) times during the term of this Agreement, no earlier than sixty (60) days and no later than thirty (30) days prior to each anniversary of the Closing Date (such anniversary, an “Extension Date”) request through written notice to the Administrative Agent (the “Extension Notice”), that the Lenders extend the then existing Facility Termination Date for an additional one-year period. Each Lender, acting in its sole discretion, shall, by notice to the Administrative Agent no later than the applicable Extension Date (except in the year in which the then existing Facility Termination Date shall occur, in which case such written notice shall be delivered by the Lenders no later than fifteen (15) days prior to the then existing Facility Termination Date) (such date, the “Consent Date”), advise any Managing the Administrative Agent in writing of its desire to extend (any such Lender, a “Consenting Lender”) or not to so extend (any such Lender, a “Non-Consenting Lender”) such date. Any Lender that does not advise the Facility Termination Administrative Agent by the Consent Date for an additional period not exceeding 364 days, provided such request is made not more than 90 days prior to, and not less than 60 days prior to, shall be deemed to be a Non-Consenting Lender. No Lender shall be under any obligation or commitment to extend the then current existing Facility Termination Date. Each Managing Agent so advised by the Seller shall promptly notify each Committed Purchaser in its related Purchaser Group The election of any such request and each such Committed Purchaser shall notify its related Managing Agent, the Collateral Agent and the Seller of its decision Lender to accept or decline the request for agree to such extension no later shall not obligate any other Lender to agree to such extension. (b) On the Consent Date, if Lenders holding Commitments that aggregate more than 30 days prior 50% of the Aggregate Commitments shall have agreed to such extension, then the then existing Facility Termination Date applicable to the Consenting Lenders shall be extended to the date that is one (1) year after the then existing Facility Termination Date. All Advances of each Non-Consenting Lender shall be subject to the then current existing Facility Termination Date Date, without giving effect to such extension (it being understood that each Committed Purchaser may accept or decline such request in its sole discretion and on such terms as it may elect, and the failure to so notify its Managing Agentdate, the Collateral Agent and the Seller shall be deemed an election not to extend by such Committed Purchaser“Prior Termination Date”). In the event that of an extension of the then existing Facility Termination Date pursuant to this Section 2.21, the Borrower shall have the right, at least one Committed Purchaser agrees its own expense, to extend solicit commitments from existing Lenders and/or other banks or financial institutions reasonably acceptable to the Facility Administrative Agent, the LC Issuers and the Swingline Lender (each, an “Eligible Replacement Lender”) to replace the Commitment of any Non-Consenting Lenders for the remaining duration of this Agreement. Any Eligible Replacement Lender (if not already a Lender hereunder) shall become a party to this Agreement as a Lender by delivering an executed Joinder Agreement to the Administrative Agent and the Borrower. The Commitment of each Non-Consenting Lender shall terminate on the Prior Termination Date, all Advances and other amounts payable hereunder to such Non-Consenting Lenders shall be subject to the Seller PartiesPrior Termination Date and, to the extent such Non-Consenting Lender’s Commitment is not replaced as provided above, the Collateral Agent, the extending Committed Purchasers and the applicable Managing Agent or Managing Agents shall enter into such documents as such extending Committed Purchasers may deem necessary or appropriate to reflect such extension, and all reasonable costs and expenses incurred by such Committed Purchasers, the Managing Agents and the Collateral Agent (including reasonable attorneys’ fees) Commitments hereunder shall be paid reduced by the Selleramount of the Commitment of each such Non-Consenting Lender so terminated on the Prior Termination Date. In Notwithstanding anything to the event that any Committed Purchaser (a) declines the request to extend contrary in this Section 2.21, the Facility Termination Date shall not be extended unless the aggregate Commitments of the Consenting Lenders and any Eligible Replacement Lenders joining this Agreement pursuant to this Section 2.21(b) are greater than or equal to the Aggregate Outstanding Credit Exposure as of each Prior Termination Date. (bc) is An extension of the Facility Termination Date pursuant to this Section 2.21 shall only become effective upon the receipt by the Administrative Agent of a certificate (the statements contained in which shall be true) of a Purchaser Group with respect duly authorized officer of the Borrower stating that both before and after giving effect to which the Seller did not seek an such extension of the Facility Termination Date (each i) no Default has occurred and is continuing and (ii) all representations and warranties contained in Article 5 are true and correct in all material respects on and as of the date such Committed Purchaser being referred to herein extension is made, except for such representations or warranties which by their terms are made as a “Non-Renewing Committed Purchaser”), and, in the case of a Non-Renewing Committed Purchaser described in clause (a)specified date, the Commitment which shall be true and correct as of such Non-Renewing Committed Purchaser is not assigned to another Person in accordance with specified date. (d) Effective on and after the terms of this Article XI prior to the then current Facility Prior Termination Date, (i) each of the Purchase Limit Non-Consenting Lenders shall be reduced by an amount equal to automatically released from their respective LC Obligations and (ii) the LC Obligations of each such Lender (other than the Non-Renewing Committed PurchaserConsenting Lenders) shall be automatically adjusted to equal such Lender’s Commitment on the then current Facility Termination DatePro Rata Share of such LC Obligations.

Extension of Facility Termination Date. The Seller Borrower shall have two options (each, an “Extension Option”) to extend the then applicable Facility Termination Date for a period of six (6) months per extension (for a total extension of one (1) year). Subject to the conditions set forth below, the Borrower may advise any Managing exercise an Extension Option by delivering a written notice to Administrative Agent in writing (who shall provide such notice, promptly upon receipt, to each of its desire the Lenders) not more than one hundred twenty (120) days and not less than thirty (30) days prior to the then applicable Facility Termination Date (a “Notice to Extend”), stating that the Borrower has elected to extend the Facility Termination Date for an additional period not exceeding 364 days, provided such request is made not more than 90 days prior to, six (6) months. The Borrower’s right to exercise each Extension Option shall be subject to the following terms and not less than 60 days prior to, conditions: (i) there shall exist no Default or Unmatured Default on both the date the Borrower delivers the Notice to Extend to the Administrative Agent and on the then current Facility Termination Date. Each Managing Agent so advised by the Seller shall promptly notify each Committed Purchaser in its related Purchaser Group of any such request and each such Committed Purchaser shall notify its related Managing Agent, the Collateral Agent and the Seller of its decision to accept or decline the request for such extension no later than 30 days prior to the then current Facility Termination Date (it being understood that each Committed Purchaser may accept or decline such request in its sole discretion and on such terms as it may elect, and the failure to so notify its Managing Agent, the Collateral Agent and the Seller shall be deemed an election not to extend by such Committed Purchaser). In the event that at least one Committed Purchaser agrees to extend the applicable scheduled Facility Termination Date, (ii) the Seller PartiesBorrower shall have paid to the Administrative Agent for the account of each Lender for each extension an extension fee equal to 0.075% of such Lender’s percentage share of the Aggregate Commitment simultaneously with delivery of the Notice to Extend, (iii) the Collateral Agent, representations and warranties of the extending Committed Purchasers Borrower contained in Article V shall be true and correct in all material respects as of the date the Borrower delivers the Notice to Extend and the applicable Managing Agent or Managing Agents shall enter into such documents as such extending Committed Purchasers may deem necessary or appropriate to reflect such extension, and all reasonable costs and expenses incurred by such Committed Purchasers, the Managing Agents and the Collateral Agent (including reasonable attorneys’ fees) shall be paid by the Seller. In the event that any Committed Purchaser (a) declines the request to extend the Facility Termination Date or (b) is in a Purchaser Group with respect to which the Seller did not seek an extension of the Facility Termination Date (each such Committed Purchaser being referred to herein as a “Non-Renewing Committed Purchaser”), and, in the case of a Non-Renewing Committed Purchaser described in clause (a), the Commitment of such Non-Renewing Committed Purchaser is not assigned to another Person in accordance with the terms of this Article XI prior to the then current Facility Termination Date; provided that any representation or warranty that is qualified as to “materiality”, the Purchase Limit Material Adverse Effect or similar language shall be reduced true and correct in all respects on such date and any such representation or warranty that is stated to relate solely to an earlier date shall be true and correct on and as of such earlier date, and (iv) the Borrower shall be in compliance with the covenants contained in Article VI, as evidenced by an amount equal a certificate from the Borrower of the sort required by Section 6.1(v) (based on financial results for the most recent calendar quarter for which the Borrower is required to each such Non-Renewing Committed Purchaser’s Commitment on the then current Facility Termination Datereport financial results).

Extension of Facility Termination Date. The Seller (a) Not less than 45 days and not more than 60 days prior to the Facility Termination Date then in effect with respect to a Borrower, provided that no Default or Unmatured Default shall have occurred and be continuing, such Borrower may advise any Managing request an extension of such Facility Termination Date by submitting to the Agent an Extension Request, which the Agent shall promptly furnish to each Lender. Each Lender shall, not less than 30 days prior to the applicable Facility Termination Date then in writing effect, notify such Borrower and the Agent of its desire election, in its sole and absolute discretion, to extend or not extend such Facility Termination Date as requested in such Extension Request. Notwithstanding any provision of this Agreement to the contrary, any notice by any Lender of its willingness to extend the Facility Termination Date for an additional period not exceeding 364 days, provided shall be revocable by such request is made not more than 90 days prior to, and not less than 60 days prior to, the then current Facility Termination Date. Each Managing Agent so advised by the Seller shall promptly notify each Committed Purchaser Lender in its related Purchaser Group of sole and absolute discretion at any such request and each such Committed Purchaser shall notify its related Managing Agent, time prior to the Collateral Agent and the Seller of its decision to accept or decline the request for such extension no later than date which is 30 days prior to the then current Facility Termination Date (it being understood that each Committed Purchaser may accept or decline such request then in its sole discretion and on such terms as it may elect, and the failure to so notify its Managing Agent, the Collateral Agent and the Seller shall be deemed an election not to extend by such Committed Purchaser). In the event that at least one Committed Purchaser agrees to extend the Facility Termination Date, the Seller Parties, the Collateral Agent, the extending Committed Purchasers and the applicable Managing Agent or Managing Agents shall enter into such documents as such extending Committed Purchasers may deem necessary or appropriate to reflect such extension, and all reasonable costs and expenses incurred by such Committed Purchasers, the Managing Agents and the Collateral Agent (including reasonable attorneys’ fees) shall be paid by the Seller. In the event that any Committed Purchaser (a) declines the request to extend the Facility Termination Date or (b) is in a Purchaser Group effect with respect to which such Borrower. If the Seller did not seek an then Required Lenders shall approve in writing the extension of the Facility Termination Date requested in such Extension Request, such Facility Termination Date shall automatically and without any further action by any Person be extended for the period specified in such Extension Request; provided that (i) each extension pursuant to this Section 2.19 shall be for a maximum of 364 days and (ii) the Commitment of any Lender that does not consent in writing to such Committed Purchaser being extension (an "Objecting Lender") shall, unless earlier terminated in accordance with this Agreement, expire on the Facility Termination Date in effect on the date of such Extension Request (such Facility Termination Date, if any, referred to herein as the "Commitment Expiration Date" with respect to such Objecting Lender). If, as of the 30th day prior to the Facility Termination Date then in effect, the Required Lenders shall not approve in writing the extension of the Facility Termination Date requested in an Extension Request, such Facility Termination Date shall not be extended pursuant to such Extension Request. The Agent shall promptly notify (y) the Lenders and the applicable Borrower of any extension of a “Non-Renewing Committed Purchaser”Facility Termination Date pursuant to this Section 2.19 and (z) such Borrower and each other Lender of any Lender which becomes an Objecting Lender. (b) Loans owing to any Objecting Lender on the Commitment Expiration Date with respect to such Lender shall be repaid in full on or before such Commitment Expiration Date. (c) The applicable Borrower may, at its sole expense and effort, upon notice to any Objecting Lender and the Agent, require such Objecting Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 12.3), andall its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) such Borrower shall have received the prior written consent of the Agent (unless such Objecting Lender is the Agent, in which case its consent shall not be required), which consents shall not unreasonably be withheld, and (ii) such Objecting Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in Letters of Credit, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, including amounts payable pursuant to Section 3.4 (assuming for such purpose, that such Objecting Lenders Loans were prepaid on the date of such assignment, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or such Borrower (in the case of all other amounts). For a Non-Renewing Committed Purchaser described in clause (a)period of 90 days following any extension of a Facility Termination Date pursuant to this Section 2.19, the applicable Borrower may, at its sole expense and effort, upon notice to the Agent, cause additional banks or other financial institutions to become parties hereto as Lenders to replace the Commitments of Objecting Lenders no longer parties hereto; provided that the Aggregate Commitment of such Non-Renewing Committed Purchaser is shall not assigned to another Person in accordance with exceed the terms of this Article XI Aggregate Commitment existing prior to the then current Facility Termination Date, the Purchase Limit such extension. Such additional banks or other financial institutions shall be reduced subject to the approval of the Agent (the consent of which will not be unreasonably withheld) and shall become parties hereto by an amount equal executing such supplements hereto as shall be satisfactory to each such Non-Renewing Committed Purchaser’s Commitment on Borrower and the Agent. Upon any such bank or other financial institution so becoming a Lender, such Borrower will effect such borrowings and prepayments as are necessary to cause all then current Facility Termination Dateoutstanding Loans to be held ratably by all Lenders.

Extension of Facility Termination Date. The Seller may (a) So long as no Unmatured Default or Default has occurred and is continuing and subject to the conditions set forth in Section 2.21(c), the Borrower may, not more than two (2) times during the term of this Agreement, no earlier than sixty (60) days and no later than thirty (30) days prior to each anniversary of the Closing Date (such anniversary, an “Extension Date”) request through written notice to the Administrative Agent (the “Extension Notice”), that the Lenders extend the then existing Facility Termination Date for an additional one-year period. Each Lender, acting in its sole discretion, shall, by notice to the Administrative Agent no later than the applicable Extension Date (except in the year in which the then existing Facility Termination Date shall occur, in which case such written notice shall be delivered by the Lenders no later than fifteen (15) days prior to the then existing Facility Termination Date) (such date, the “Consent Date”), advise any Managing the Administrative Agent in writing of its desire to extend (any such Lender, a “Consenting Lender”) or not to so extend (any such Lender, a “Non-Consenting Lender”) such date. Any Lender that does not advise the Administrative Agent by the Consent Date shall be deemed to be a Non-Consenting Lender. No Lender shall be under any obligation or commitment to extend the then existing Facility Termination Date. The election of any Lender to agree to such extension shall not obligate any other Lender to agree to such extension. The Borrower may not request any extension of the Facility Termination Date for an additional period not exceeding 364 daysunder this Section 2.21 unless the Borrower shall have obtained all required approval orders of any public utilities commission or any other regulatory body having jurisdiction over the Borrower. (b) On the Consent Date, provided such request is made not if Lenders holding Commitments that aggregate more than 90 days prior to50% of the Aggregate Commitments shall have agreed to such extension, and not less than 60 days prior to, then the then current Facility Termination Date. Each Managing Agent so advised by the Seller shall promptly notify each Committed Purchaser in its related Purchaser Group of any such request and each such Committed Purchaser shall notify its related Managing Agent, the Collateral Agent and the Seller of its decision to accept or decline the request for such extension no later than 30 days prior to the then current existing Facility Termination Date applicable to the Consenting Lenders shall be extended to the date that is one (it being understood that 1) year after the then existing Facility Termination Date applicable to such Consenting Lenders. All Advances of each Committed Purchaser may accept or decline Non-Consenting Lender shall be subject to the Facility Termination Date applicable to such request in its sole discretion Non-Consenting Lender prior to and on without giving effect to such terms as it may elect, and the failure to so notify its Managing Agentextension (such date, the Collateral Agent and the Seller shall be deemed an election not to extend by such Committed Purchaser“Prior Termination Date”). In the event that of an extension of the then existing Facility Termination Date pursuant to this Section 2.21, the Borrower shall have the right, at least one Committed Purchaser agrees its own expense, to extend solicit commitments from existing Lenders and/or other banks or financial institutions reasonably acceptable to the Facility Administrative Agent, the LC Issuers and the Swingline Lender (each, an “Eligible Replacement Lender”) to replace the Commitment of any Non-Consenting Lenders for the remaining duration of this Agreement. Any Eligible Replacement Lender (if not already a Lender hereunder) shall become a party to this Agreement as a Lender by delivering an executed Joinder Agreement to the Administrative Agent and the Borrower. The Commitment of each Non-Consenting Lender shall terminate on the Prior Termination Date, all Advances and other amounts payable hereunder to such Non-Consenting Lenders shall be subject to the Seller PartiesPrior Termination Date and, to the extent such Non-Consenting Lender’s Commitment is not replaced as provided above, the Collateral Agent, the extending Committed Purchasers and the applicable Managing Agent or Managing Agents shall enter into such documents as such extending Committed Purchasers may deem necessary or appropriate to reflect such extension, and all reasonable costs and expenses incurred by such Committed Purchasers, the Managing Agents and the Collateral Agent (including reasonable attorneys’ fees) Commitments hereunder shall be paid reduced by the Seller. In amount of the event that any Committed Purchaser Commitment of each such Non-Consenting Lender so terminated on the Prior Termination Date. (ac) declines the request to extend An extension of the Facility Termination Date or pursuant to this Section 2.21 shall only become effective upon the receipt by the Administrative Agent of a certificate (bthe statements contained in which shall be true) is in of a Purchaser Group with respect duly authorized officer of the Borrower stating that both before and after giving effect to which the Seller did not seek an such extension of the Facility Termination Date (each i) no Default has occurred and is continuing and (ii) all representations and warranties contained in Article 5 are true and correct in all material respects on and as of the date such Committed Purchaser being referred to herein extension is made, except for such representations or warranties which by their terms are made as a “Non-Renewing Committed Purchaser”), and, in the case of a Non-Renewing Committed Purchaser described in clause (a)specified date, the Commitment which shall be true and correct as of such Non-Renewing Committed Purchaser is not assigned to another Person in accordance with specified date. (d) Effective on and after the terms of this Article XI prior to the then current Facility Prior Termination Date, (i) each of the Purchase Limit Non-Consenting Lenders shall be reduced by an amount equal to automatically released from their respective LC Obligations, (ii) the LC Obligations of each such Lender (other than the Non-Renewing Committed PurchaserConsenting Lenders) shall be automatically adjusted to equal such Lender’s Commitment on Pro Rata Share of such LC Obligations and (iii) the then current Facility Termination DateBorrower shall Cash Collateralize the LC Obligations to the extent such LC Obligations exceed the Commitments of the Consenting Lenders, which Cash Collateral shall be released to the Borrower thereafter to the extent such LC Obligations are decreased in amount.

Extension of Facility Termination Date. The Seller Borrower shall have two (2) options (each, an “Extension Option”) to extend the then applicable Facility Termination Date for a period of six (6) months per extension (for a total extension of one (1) year). Subject to the conditions set forth below, the Borrower may advise any Managing exercise an Extension Option by delivering a written notice to Administrative Agent in writing (who shall provide such notice, promptly upon receipt, to each of its desire the Lenders) not more than one hundred twenty (120) days and not less than thirty (30) days prior to the then applicable Facility Termination Date (a “Notice to Extend”), stating that the Borrower has elected to extend the Facility Termination Date for an additional period not exceeding 364 days, provided such request is made not more than 90 days prior to, six (6) months. The Borrower’s right to exercise each Extension Option shall be subject to the following terms and not less than 60 days prior to, conditions: (i) there shall exist no Default or Unmatured Default on both the date the Borrower delivers the Notice to Extend to the Administrative Agent and on the then current Facility Termination Date. Each Managing Agent so advised by the Seller shall promptly notify each Committed Purchaser in its related Purchaser Group of any such request and each such Committed Purchaser shall notify its related Managing Agent, the Collateral Agent and the Seller of its decision to accept or decline the request for such extension no later than 30 days prior to the then current Facility Termination Date (it being understood that each Committed Purchaser may accept or decline such request in its sole discretion and on such terms as it may elect, and the failure to so notify its Managing Agent, the Collateral Agent and the Seller shall be deemed an election not to extend by such Committed Purchaser). In the event that at least one Committed Purchaser agrees to extend the applicable scheduled Facility Termination Date, (ii) the Seller PartiesBorrower shall have paid to the Administrative Agent for the account of each Lender for each extension an extension fee equal to 0.0625% of such Lender’s percentage share of the Aggregate Commitment simultaneously with delivery of the Notice to Extend, (iii) the Collateral Agent, representations and warranties of the extending Committed Purchasers Borrower contained in Article V shall be true and correct in all material respects as of the date the Borrower delivers the Notice to Extend and the applicable Managing Agent or Managing Agents shall enter into such documents as such extending Committed Purchasers may deem necessary or appropriate to reflect such extension, and all reasonable costs and expenses incurred by such Committed Purchasers, the Managing Agents and the Collateral Agent (including reasonable attorneys’ fees) shall be paid by the Seller. In the event that any Committed Purchaser (a) declines the request to extend the Facility Termination Date or (b) is in a Purchaser Group with respect to which the Seller did not seek an extension of the Facility Termination Date (each such Committed Purchaser being referred to herein as a “Non-Renewing Committed Purchaser”), and, in the case of a Non-Renewing Committed Purchaser described in clause (a), the Commitment of such Non-Renewing Committed Purchaser is not assigned to another Person in accordance with the terms of this Article XI prior to the then current Facility Termination Date; provided that any representation or warranty that is qualified as to “materiality”, the Purchase Limit Material Adverse Effect or similar language shall be reduced true and correct in all respects on such date and any such representation or warranty that is stated to relate solely to an earlier date shall be true and correct on and as of such earlier date, and (iv) the Borrower shall be in compliance with the covenants contained in Article VI, as evidenced by an amount equal a certificate from the Borrower of the sort required by Section 6.1(v) (based on financial results for the most recent calendar quarter for which the Borrower is required to each such Non-Renewing Committed Purchaser’s Commitment on the then current Facility Termination Datereport financial results).

Extension of Facility Termination Date. The Seller Borrower may advise any Managing Agent in writing of its desire to extend the Facility Termination Date for an additional period not exceeding 364 daysrequest, provided such request is made but not more than 90 days prior toonce in each fiscal year of the Borrower, and not less than 60 days prior to, the then current Facility Termination Date. Each Managing Agent so advised by the Seller shall promptly notify each Committed Purchaser in its related Purchaser Group of any such request and each such Committed Purchaser shall notify its related Managing Agent, the Collateral Agent and the Seller of its decision to accept or decline the request for such extension no later than 30 days prior to the then current Facility Termination Date (it being understood that each Committed Purchaser may accept or decline such request in its sole discretion and on such terms as it may elect, and the failure to so notify its Managing Agent, the Collateral Agent and the Seller shall be deemed an election not to extend by such Committed Purchaser). In the event that at least one Committed Purchaser agrees to extend the Facility Termination Date, the Seller Parties, the Collateral Agent, the extending Committed Purchasers and the applicable Managing Agent or Managing Agents shall enter into such documents as such extending Committed Purchasers may deem necessary or appropriate to reflect such extension, and all reasonable costs and expenses incurred by such Committed Purchasers, the Managing Agents and the Collateral Agent (including reasonable attorneys’ fees) shall be paid by the Seller. In the event that any Committed Purchaser (a) declines the request to extend the Facility Termination Date or (b) is in a Purchaser Group with respect to which the Seller did not seek an extension of the Facility Termination Date by submitting a request for an extension to the Administrative Agent (each such Committed Purchaser being referred to herein as a “Non-Renewing Committed Purchaser”an "Extension Request"). The Extension Request must specify the new Facility Termination Date requested by the Borrower ("Extension Date"), andwhich shall be not more than five years after the date of the Extension Request. Promptly upon receipt of an Extension Request, the Administrative Agent shall notify each Lender of the contents thereof and shall request each Lender to approve the Extension Request (which approval may be given or withheld by each Lender in its sole discretion). Each Lender approving the Extension Request shall deliver its written approval no later than 75 days following the Extension Request. If such written approval of the Required Lenders is not received by the Administrative Agent within such 75-day period, the Extension Request shall be denied. If such written approval of the Required Lenders is received by the Administrative Agent within such 75-day period, the Facility Termination Date shall be extended to the Extension Date specified in the case of Extension Request but only with respect to the Lenders that have given such written approval. Except to the extent that a Non-Renewing Committed Purchaser described Lender that did not give its written approval to such Extension Request ("Declining Lender") is replaced prior to its Declining Lender's Termination Date as provided in clause (a)Section 2.20, the Aggregate Commitment shall be decreased by the Commitment of each such Non-Renewing Committed Purchaser is not assigned to another Person in accordance with the terms of this Article XI prior to the then current Declining Lender, which Declining Lenders' Commitments shall terminate on such Facility Termination Date, as determined prior to such Extension Request (the Purchase Limit "Declining Lender's Termination Date), and the Loans and all interest, fees and other amounts owed to such Declining Lender shall be reduced by an amount equal to paid in full on each such Non-Renewing Committed Purchaser’s Commitment on the then current Facility Declining Lender's Termination Date.

Extension of Facility Termination Date. The Seller Provided no Default or Unmatured Default has occurred and is continuing the Borrower may advise any Managing Agent in writing request a one-year extension of its desire to extend the Facility Termination Date by submitting a request for an additional period not exceeding 364 days, provided such request is made not extension to the Agent (an “Extension Request”) no more than 90 days prior to, and not less than 60 days prior to, the then current Facility Termination Date. Each Managing Agent so advised by the Seller shall promptly notify each Committed Purchaser in its related Purchaser Group of any such request and each such Committed Purchaser shall notify its related Managing Agent, the Collateral Agent and the Seller of its decision to accept or decline the request for such extension no later fewer than 30 days prior to the then current third anniversary of the closing of this Agreement. Promptly upon receipt of an Extension Request, the Administrative Agent shall notify each Lender thereof and shall request each Lender to approve the Extension Request. Each Lender approving the Extension Request shall deliver its written consent no later than 15 days prior to such third anniversary of the closing of this Agreement. If the consent of the Required Lenders is received by the Administrative Agent, the Facility Termination Date shall be extended by one year in the case of Lenders which approved such Extension Request (it being understood that each Committed Purchaser may accept or decline such request in its sole discretion and on such terms as it may elect, the “Consenting Lenders”) and the failure to so Administrative Agent shall promptly notify its Managing Agent, the Collateral Agent Borrower and each Lender of the new Facility Termination Date and the Seller shall be deemed an election not Consenting Lenders to extend by such Committed Purchaser)which the same is applicable. In the event that all Lenders do not approve an Extension Request in accordance with the foregoing, then the Borrower, at least one Committed Purchaser agrees its option and as a condition to extend the Facility Termination Date, the Seller Parties, the Collateral Agent, the extending Committed Purchasers and the applicable Managing Agent or Managing Agents shall enter into such documents as such extending Committed Purchasers may deem necessary or appropriate to reflect such extension, and all reasonable costs and expenses incurred by such Committed Purchasers, the Managing Agents and the Collateral Agent (including reasonable attorneys’ fees) shall be paid by the Seller. In the event that any Committed Purchaser (a) declines the request to extend the Facility Termination Date or (b) is in a Purchaser Group with respect to which the Seller did not seek an extension of the Facility Termination Date by the Consenting Lenders, with respect to any Lender that did not agree to the Extension Request (each such Committed Purchaser being referred to herein as each, a “Non-Renewing Committed PurchaserConsenting Lender”), and, in the case of a Non-Renewing Committed Purchaser described in clause may either (a), the Commitment of ) replace any such Non-Renewing Committed Purchaser is not assigned to another Person Consenting Lender in accordance with the terms requirements of this Article XI prior to the then current Facility Termination Date, the Purchase Limit shall be reduced by an amount equal to each Section 13.3 hereof or (b) pay any such Non-Renewing Committed PurchaserConsenting Lender’s Commitment Outstanding Credit Exposure (including cash collateralizing such Lender’s Percentage of outstanding Facility Letter of Credit Obligations) on or before the then current Facility Termination DateDate as originally scheduled with a corresponding termination of the Aggregate Commitments under Section 2.7 hereof. It shall be an additional condition precedent to any extension of the Facility Termination Date pursuant hereto that the Borrower shall have paid, on or before the original Facility Termination Date a fee to the Administrative Agent for the ratable account of each Consenting Lender equal to the Extension Fee.

Extension of Facility Termination Date. The Seller Borrower may advise any Managing Agent in writing of its desire to extend the Facility Termination Date for an additional period not exceeding 364 days, provided such request is made not more than 90 days prior to, and not less than 60 days prior to, the then current Facility Termination Date. Each Managing Agent so advised by the Seller shall promptly notify each Committed Purchaser in its related Purchaser Group of any such request and each such Committed Purchaser shall notify its related Managing Agent, the Collateral Agent and the Seller of its decision to accept or decline the request for such extension no later than 30 days prior to the then current Facility Termination Date (it being understood that each Committed Purchaser may accept or decline such request in its sole discretion and on such terms as it may elect, and the failure to so notify its Managing Agent, the Collateral Agent and the Seller shall be deemed an election not to extend by such Committed Purchaser). In the event that at least one Committed Purchaser agrees to extend the Facility Termination Date, the Seller Parties, the Collateral Agent, the extending Committed Purchasers and the applicable Managing Agent or Managing Agents shall enter into such documents as such extending Committed Purchasers may deem necessary or appropriate to reflect such extension, and all reasonable costs and expenses incurred by such Committed Purchasers, the Managing Agents and the Collateral Agent (including reasonable attorneys’ fees) shall be paid by the Seller. In the event that any Committed Purchaser (a) declines the request to extend the Facility Termination Date or (b) is in a Purchaser Group with respect to which the Seller did not seek an extension of the Facility Termination Date for up to two additional one-year periods by submitting a request for an extension to the Administrative Agent (an "Extension Request") not more than 60 days or less than 30 days prior to any anniversary of the date of this Agreement (each an "Anniversary Date"). In response to such Committed Purchaser being referred to herein as a “Non-Renewing Committed Purchaser”)request, andeach Lender shall, in the case of a Non-Renewing Committed Purchaser described in clause (a), the Commitment of such Non-Renewing Committed Purchaser is not assigned to another Person in accordance with the terms of this Article XI later than 20 days prior to the then current applicable Anniversary Date, notify the Administrative Agent whether it is willing (in its sole and complete discretion) to extend the scheduled Facility Termination Date for an additional year (and any Lender that fails to give such notice to the Administrative Agent shall be deemed to have elected not to extend the scheduled Facility Termination Date). The Administrative Agent will notify the Borrower of the Lenders' decisions no later than 15 days prior to such Anniversary Date. If Lenders holding more than 50% of the Commitments elect to extend the scheduled Facility Termination Date, then on such Anniversary Date the Purchase Limit Commitments of such Lenders shall be reduced by extended for an amount equal additional year; provided that (i) no Default or Unmatured Default exists on such Anniversary Date and (ii) all representations and warranties are true and correct on such Anniversary Date, as though made as of such Anniversary Date (or, if any such representation or warranty is expressly stated to each have been made as of a specific date, as of such Non-Renewing Committed Purchaser’s specific date). No Lender shall be required to consent to any Extension Request and any Lender that elects, or is deemed to have elected, not to extend the scheduled Facility Termination Date (a "Declining Lender") will have its Commitment terminated on the then current existing scheduled Facility Termination DateDate (without regard to any extension by other Lenders). The Borrower may, at its sole expense and effort, upon notice to any Declining Lender and the Administrative Agent, require any Declining Lender to assign and delegate its rights and obligations under this Agreement to an assignee selected by the Borrower and willing to accept such assignment (in accordance with, and subject to, the restrictions and consents otherwise required for assignments generally).

Extension of Facility Termination Date. The Seller may (a) So long as no Unmatured Default or Default has occurred and is continuing and subject to the conditions set forth in Section 2.21(c), the Borrower may, not more than two (2) times during the term of this Agreement, no earlier than sixty (60) days and no later than thirty (30) days prior to each anniversary of the Closing Date (such anniversary, an “Extension Date”) request through written notice to the Administrative Agent (the “Extension Notice”), that the Lenders extend the then existing Facility Termination Date for an additional one-year period. Each Lender, acting in its sole discretion, shall, by notice to the Administrative Agent no later than the applicable Extension Date (except in the year in which the then existing Facility Termination Date shall occur, in which case such written notice shall be delivered by the Lenders no later than fifteen (15) days prior to the then existing Facility Termination Date) (such date, the “Consent Date”), advise any Managing the Administrative Agent in writing of its desire to extend (any such Lender, a “Consenting Lender”) or not to so extend (any such Lender, a “Non-Consenting Lender”) such date. Any Lender that does not advise the Facility Termination Administrative Agent by the Consent Date for an additional period not exceeding 364 days, provided such request is made not more than 90 days prior to, and not less than 60 days prior to, shall be deemed to be a Non-Consenting Lender. No Lender shall be under any obligation or commitment to extend the then current existing Facility Termination Date. Each Managing Agent so advised by the Seller shall promptly notify each Committed Purchaser in its related Purchaser Group The election of any such request and each such Committed Purchaser shall notify its related Managing Agent, the Collateral Agent and the Seller of its decision Lender to accept or decline the request for agree to such extension no later shall not obligate any other Lender to agree to such extension. (b) On the Consent Date, if Lenders holding Commitments that aggregate more than 30 days prior 50% of the Aggregate Commitments shall have agreed to such extension, then the then existing Facility Termination Date applicable to the Consenting Lenders shall be extended to the date that is one (1) year after the then existing Facility Termination Date. All Advances of each Non-Consenting Lender shall be subject to the then current existing Facility Termination Date Date, without giving effect to such extension (it being understood that each Committed Purchaser may accept or decline such request in its sole discretion and on such terms as it may elect, and the failure to so notify its Managing Agentdate, the Collateral Agent and the Seller shall be deemed an election not to extend by such Committed Purchaser“Prior Termination Date”). In the event that of an extension of the then existing Facility Termination Date pursuant to this Section 2.21, the Borrower shall have the right, at least one Committed Purchaser agrees its own expense, to extend solicit commitments from existing Lenders and/or other banks or financial institutions reasonably acceptable to the Facility Administrative Agent and the LC Issuer (each, an “Eligible Replacement Lender”) to replace the Commitment of any Non-Consenting Lenders for the remaining duration of this Agreement. Any Eligible Replacement Lender (if not already a Lender hereunder) shall become a party to this Agreement as a Lender by delivering an executed Joinder Agreement to the Administrative Agent and the Borrower. The Commitment of each Non-Consenting Lender shall terminate on the Prior Termination Date, all Advances and other amounts payable hereunder to such Non-Consenting Lenders shall be subject to the Seller PartiesPrior Termination Date and, to the extent such Non-Consenting Lender’s Commitment is not replaced as provided above, the Collateral Agent, the extending Committed Purchasers and the applicable Managing Agent or Managing Agents shall enter into such documents as such extending Committed Purchasers may deem necessary or appropriate to reflect such extension, and all reasonable costs and expenses incurred by such Committed Purchasers, the Managing Agents and the Collateral Agent (including reasonable attorneys’ fees) Commitments hereunder shall be paid reduced by the Selleramount of the Commitment of each such Non-Consenting Lender so terminated on the Prior Termination Date. In Notwithstanding anything to the event that any Committed Purchaser (a) declines the request to extend contrary in this Section 2.21, the Facility Termination Date shall not be extended unless the aggregate Commitments of the Consenting Lenders and any Eligible Replacement Lenders joining this Agreement pursuant to this Section 2.21(b) are greater than or equal to the Aggregate Outstanding Credit Exposure as of each Prior Termination Date. (bc) is An extension of the Facility Termination Date pursuant to this Section 2.21 shall only become effective upon the receipt by the Administrative Agent of a certificate (the statements contained in which shall be true) of a Purchaser Group with respect duly authorized officer of the Borrower stating that both before and after giving effect to which the Seller did not seek an such extension of the Facility Termination Date (each i) no Default has occurred and is continuing and (ii) all representations and warranties contained in Article 5 are true and correct in all material respects on and as of the date such Committed Purchaser being referred to herein extension is made, except for such representations or warranties which by their terms are made as a “Non-Renewing Committed Purchaser”), and, in the case of a Non-Renewing Committed Purchaser described in clause (a)specified date, the Commitment which shall be true and correct as of such Non-Renewing Committed Purchaser is not assigned to another Person in accordance with specified date. (d) Effective on and after the terms of this Article XI prior to the then current Facility Prior Termination Date, (i) each of the Purchase Limit Non-Consenting Lenders shall be reduced by an amount equal to automatically released from their respective LC Obligations and (ii) the LC Obligations of each such Lender (other than the Non-Renewing Committed PurchaserConsenting Lenders) shall be automatically adjusted to equal such Lender’s Commitment on the then current Facility Termination DatePro Rata Share of such LC Obligations.

Extension of Facility Termination Date. The Seller Provided that the Term-Out Period has not commenced, the Borrower may advise any Managing Agent request, but not more than once in writing each fiscal year of its desire to extend the Borrower and on no more than two occasions in the aggregate after the Effective Date, an extension of the Facility Termination Date by submitting a request for an additional period not exceeding 364 daysextension to the Designated Agent (an “Extension Request”). The Extension Request must specify the new Facility Termination Date requested by the Borrower with respect thereto (“Extension Date”), provided such request is made which shall be not more than 90 days prior tofive (5) years after the date of the Extension Request. The Extension Request shall be accompanied by a certificate, signed by an Authorized Officer, stating that on the date of the Extension Request, no Default or Event of Default has occurred and not less than 60 days prior tois continuing and that all of the representations and warranties in Article V are true and correct in all material respects (except (i) to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects on and as of such earlier date and (ii) to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects). On the Extension Date, the then current Facility Termination Borrower shall deliver a certificate, signed by an Authorized Officer, stating that on the Extension Date, no Default or Event of Default has occurred and is continuing and that all of the representations and warranties in Article V are true and correct in all material respects (except (i) to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects on and as of such earlier date and (ii) to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects). Promptly upon receipt of an Extension Request, the Designated Agent shall notify each Lender of the contents thereof and shall request each Lender to approve the Extension Request (which approval may be given or withheld by each Lender in its sole discretion). Each Managing Agent so advised by Lender may, at its election, approve or deny an extension of the Seller shall promptly notify each Committed Purchaser in its related Purchaser Group of any such request and each such Committed Purchaser shall notify its related Managing Agent, the Collateral Agent and the Seller of its decision to accept or decline the request for such extension no later than 30 days prior to the then current Facility Termination Date (it being understood that each Committed Purchaser may accept or decline such request in its sole discretion and on such terms as it may elect, and the failure to so notify its Managing Agent, the Collateral Agent and the Seller no Lender shall be deemed an election not under any obligation to extend by such Committed Purchaser). In the event that at least one Committed Purchaser agrees to extend the Facility Termination Date, the Seller Parties, the Collateral Agent, the extending Committed Purchasers and the applicable Managing Agent or Managing Agents shall enter into such documents as such extending Committed Purchasers may deem necessary or appropriate to reflect such extension, and all reasonable costs and expenses incurred by such Committed Purchasers, the Managing Agents and the Collateral Agent (including reasonable attorneys’ fees) shall be paid by the Seller. In the event that any Committed Purchaser (a) declines the request to extend the Facility Termination Date or (b) is in a Purchaser Group with respect to which the Seller did not seek approve an extension of the Facility Termination Date). Each Lender approving an Extension Request shall deliver its written approval no later than 75 days following such Extension Request. If written approval of the Required Lenders is not received by the Designated Agent within such 75-day period, the Extension Request shall be denied. If such written approval of the Required Lenders is received by the Designated Agent within such 75-day period, the Facility Termination Date (each such Committed Purchaser being referred shall be extended to herein as a “Non-Renewing Committed Purchaser”), and, the Extension Date specified in the case Extension Request but only with respect to the Commitments of the Lenders that have given such written approval. Except to the extent that a Non-Renewing Committed Purchaser described Lender that did not give its written approval to such Extension Request (“Declining Lender”) is replaced prior to its Declining Lender’s Termination Date as provided in clause Section 2.20, then (a), ) the Aggregate Commitment shall be decreased by the Commitment of each such Non-Renewing Committed Purchaser is not assigned to another Person in accordance with Declining Lender, which Declining Lender’s Commitment shall terminate on (and the terms of this Article XI prior to Aggregate Commitment shall decrease effective as of) the then current Facility Termination Date, as determined prior to such Extension Request (the Purchase Limit “Declining Lender’s Termination Date”) and (b) the Loans and all interest, fees and other amounts owed to such Declining Lender shall be reduced by an amount equal to paid in full on each such Non-Renewing Committed PurchaserDeclining Lender’s Commitment on the then current Facility Termination Date.

Extension of Facility Termination Date. The Seller Provided that the Term-Out Period has not commenced, the Borrower may advise any Managing Agent request, but not more than once in writing each fiscal year of its desire to extend the Borrower and on no more than two occasions in the aggregate after the Effective Date, an extension of the Facility Termination Date by submitting a request for an additional period not exceeding 364 daysextension to the Designated Agent (an “Extension Request”). The Extension Request must specify the new Facility Termination Date requested by the Borrower with respect thereto (“Extension Date”), provided such request is made which shall be not more than 90 days prior tofive (5) years from the effective date such extension becomes effective in accordance with the provisions of this Section. The Extension Request shall be accompanied by a certificate, signed by an Authorized Officer, stating that on the date of the Extension Request, no Default or Event of Default has occurred and not less than 60 days prior tois continuing and that all of the representations and warranties in Article V are true and correct in all material respects (except (i) to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects on and as of such earlier date and (ii) to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects). On the Extension Date, the then current Facility Termination Borrower shall deliver a certificate, signed by an Authorized Officer, stating that on the Extension Date, no Default or Event of Default has occurred and is continuing and that all of the representations and warranties in Article V are true and correct in all material respects (except (i) to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects on and as of such earlier date and (ii) to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects). Promptly upon receipt of an Extension Request, the Designated Agent shall notify each Lender of the contents thereof and shall request each Lender to approve the Extension Request (which approval may be given or withheld by each Lender in its sole discretion). Each Managing Agent so advised by Lender may, at its election, approve or deny an extension of the Seller shall promptly notify each Committed Purchaser in its related Purchaser Group of any such request and each such Committed Purchaser shall notify its related Managing Agent, the Collateral Agent and the Seller of its decision to accept or decline the request for such extension no later than 30 days prior to the then current Facility Termination Date (it being understood that each Committed Purchaser may accept or decline such request in its sole discretion and on such terms as it may elect, and the failure to so notify its Managing Agent, the Collateral Agent and the Seller no Lender shall be deemed an election not under any obligation to extend by such Committed Purchaser). In the event that at least one Committed Purchaser agrees to extend the Facility Termination Date, the Seller Parties, the Collateral Agent, the extending Committed Purchasers and the applicable Managing Agent or Managing Agents shall enter into such documents as such extending Committed Purchasers may deem necessary or appropriate to reflect such extension, and all reasonable costs and expenses incurred by such Committed Purchasers, the Managing Agents and the Collateral Agent (including reasonable attorneys’ fees) shall be paid by the Seller. In the event that any Committed Purchaser (a) declines the request to extend the Facility Termination Date or (b) is in a Purchaser Group with respect to which the Seller did not seek approve an extension of the Facility Termination Date). Each Lender approving an Extension Request shall deliver its written approval no later than 75 days following such Extension Request. If written approval of the Required Lenders is not received by the Designated Agent within such 75-day period, the Extension Request shall be denied. If such written approval of the Required Lenders is received by the Designated Agent within such 75-day period, the Facility Termination Date (each such Committed Purchaser being referred shall be extended to herein as a “Non-Renewing Committed Purchaser”), and, the Extension Date specified in the case Extension Request but only with respect to the Commitments of the Lenders that have given such written approval. Except to the extent that a Non-Renewing Committed Purchaser described Lender that did not give its written approval to such Extension Request (“Declining Lender”) is replaced prior to its Declining Lender’s Termination Date as provided in clause Section 2.20, then (a), ) the Aggregate Commitment shall be decreased by the Commitment of each such Non-Renewing Committed Purchaser is not assigned to another Person in accordance with Declining Lender, which Declining Lender’s Commitment shall terminate on (and the terms of this Article XI prior to Aggregate Commitment shall decrease effective as of) the then current Facility Termination Date, as determined prior to such Extension Request (the Purchase Limit “Declining Lender’s Termination Date”) and (b) the Loans and all interest, fees and other amounts owed to such Declining Lender shall be reduced by an amount equal to paid in full on each such Non-Renewing Committed PurchaserDeclining Lender’s Termination Date; provided, however, if prior to the Declining Lender’s Termination Date, a Declining Lender that has not been replaced as provided in Section 2.20 subsequently determines to extend its Commitment, that Lender (at its option and with the written consent of the Borrower but without the consent of any other person) may extend the maturity of its commitment to the Extension Date pursuant to a supplement to this Agreement executed by such Lender and the Borrower and delivered to the Designated Agent prior to the applicable Declining Lender Termination Date, in which case (a) the Aggregate Commitment shall not be decreased by that Lender’s Commitment, (b) there will be no “Declining Lender’s Termination Date” for such Lender and (c) such Lender’s Commitment shall terminate on the then current Facility Termination most recently effective Extension Date.

Extension of Facility Termination Date. The Seller may advise any Managing (a) So long as no Unmatured Default or Default has occurred and is continuing and subject to the conditions set forth in Section 2.21(c), the Borrower may, not more than two (2) times during the term of this Agreement after the First Amendment Effective Date, no earlier than sixty (60) days and no later than thirty (30) days prior to each anniversary of the Closing Date (such anniversary, an “Extension Date”) request through written notice to the Administrative Agent in writing of its desire to (the “Extension Notice”), that the Lenders extend the then existing Facility Termination Date for an additional period not exceeding 364 days, provided such request is made not more than 90 days prior to, and not less than 60 days prior to, the then current Facility Termination Dateone-year period. Each Managing Agent so advised by the Seller shall promptly notify each Committed Purchaser Lender, acting in its related Purchaser Group of any such request and each such Committed Purchaser shall notify its related Managing Agentsole discretion, shall, by notice to the Collateral Administrative Agent and the Seller of its decision to accept or decline the request for such extension no later than 30 the applicable Extension Date (except in the year in which the then existing Facility Termination Date shall occur, in which case such written notice shall be delivered by the Lenders no later than fifteen (15) days prior to the then current existing Facility Termination Date) (such date, the “Consent Date”), advise the Administrative Agent in writing of 12640621v 24740.0002 44 its desire to extend (any such Lender, a “Consenting Lender”) or not to so extend (any such Lender, a “Non-Consenting Lender”) such date. Any Lender that does not advise the Administrative Agent by the Consent Date shall be deemed to be a Non-Consenting Lender. No Lender shall be under any obligation or commitment to extend the then existing Facility Termination Date. The election of any Lender to agree to such extension shall not obligate any other Lender to agree to such extension. (b) On the Consent Date, if Lenders holding Commitments that aggregate more than 50% of the Aggregate Commitments shall have agreed to such extension, then the then existing Facility Termination Date applicable to the Consenting Lenders shall be extended to the date that is one (it being understood that 1) year after the then existing Facility Termination Date. All Advances of each Committed Purchaser may accept or decline Non-Consenting Lender shall be subject to the then existing Facility Termination Date, without giving effect to such request in its sole discretion and on extension (such terms as it may elect, and the failure to so notify its Managing Agentdate, the Collateral Agent and the Seller shall be deemed an election not to extend by such Committed Purchaser“Prior Termination Date”). In the event that of an extension of the then existing Facility Termination Date pursuant to this Section 2.21, the Borrower shall have the right, at least one Committed Purchaser agrees its own expense, to extend solicit commitments from existing Lenders and/or other banks or financial institutions reasonably acceptable to the Facility Administrative Agent, the LC Issuers and the Swingline Lender (each, an “Eligible Replacement Lender”) to replace the Commitment of any Non-Consenting Lenders for the remaining duration of this Agreement. Any Eligible Replacement Lender (if not already a Lender hereunder) shall become a party to this Agreement as a Lender by delivering an executed Joinder Agreement to the Administrative Agent and the Borrower. The Commitment of each Non-Consenting Lender shall terminate on the Prior Termination Date, all Advances and other amounts payable hereunder to such Non-Consenting Lenders shall be subject to the Seller PartiesPrior Termination Date and, to the extent such Non-Consenting Lender’s Commitment is not replaced as provided above, the Collateral Agent, the extending Committed Purchasers and the applicable Managing Agent or Managing Agents shall enter into such documents as such extending Committed Purchasers may deem necessary or appropriate to reflect such extension, and all reasonable costs and expenses incurred by such Committed Purchasers, the Managing Agents and the Collateral Agent (including reasonable attorneys’ fees) Commitments hereunder shall be paid reduced by the Selleramount of the Commitment of each such Non-Consenting Lender so terminated on the Prior Termination Date. In Notwithstanding anything to the event that any Committed Purchaser (a) declines the request to extend contrary in this Section 2.21, the Facility Termination Date shall not be extended unless the aggregate Commitments of the Consenting Lenders and any Eligible Replacement Lenders joining this Agreement pursuant to this Section 2.21(b) are greater than or equal to the Aggregate Outstanding Credit Exposure as of each Prior Termination Date. (bc) is An extension of the Facility Termination Date pursuant to this Section 2.21 shall only become effective upon the receipt by the Administrative Agent of a certificate (the statements contained in which shall be true) of a Purchaser Group with respect duly authorized officer of the Borrower stating that both before and after giving effect to which the Seller did not seek an such extension of the Facility Termination Date (each i) no Default has occurred and is continuing and (ii) all representations and warranties contained in Article 5 are true and correct in all material respects on and as of the date such Committed Purchaser being referred to herein extension is made, except for such representations or warranties which by their terms are made as a “Non-Renewing Committed Purchaser”), and, in the case of a Non-Renewing Committed Purchaser described in clause (a)specified date, the Commitment which shall be true and correct as of such Non-Renewing Committed Purchaser is not assigned to another Person in accordance with specified date. (d) Effective on and after the terms of this Article XI prior to the then current Facility Prior Termination Date, (i) each of the Purchase Limit Non-Consenting Lenders shall be reduced by an amount equal to automatically released from their respective LC Obligations and (ii) the LC Obligations of each such Lender (other than the Non-Renewing Committed PurchaserConsenting Lenders) shall be automatically adjusted to equal such Lender’s Commitment on the then current Facility Termination Date.Pro Rata Share of such LC Obligations. 12640621v 24740.0002 44

Extension of Facility Termination Date. The Seller may (a) So long as no Unmatured Default or Default has occurred and is continuing and subject to the conditions set forth in Section 2.21(c), the Borrower may, no earlier than sixty (60) days and no later than thirty (30) days prior to each anniversary of the Closing Date (such anniversary, an "Extension Date") request through written notice to the Administrative Agent (the "Extension Notice"), that the Lenders extend the then existing Facility Termination Date for an additional one-year period. Each Lender, acting in its sole discretion, shall, by notice to the Administrative Agent no later than the applicable Extension Date (except in the year in which the then existing Facility Termination Date shall occur, in which case such written notice shall be delivered by the Lenders no later than fifteen (15) days prior to the then existing Facility Termination Date) (such date, the “Consent Date”), advise any Managing the Administrative Agent in writing of its desire to extend (any such Lender, a “Consenting Lender”) or not to so extend (any such Lender, a “Non-Consenting Lender”) such date. Any Lender that does not advise the Facility Termination Administrative Agent by the Consent Date for an additional period not exceeding 364 days, provided such request is made not more than 90 days prior to, and not less than 60 days prior to, shall be deemed to be a Non-Consenting Lender. No Lender shall be under any obligation or commitment to extend the then current existing Facility Termination Date. Each Managing Agent so advised by the Seller shall promptly notify each Committed Purchaser in its related Purchaser Group The election of any such request and each such Committed Purchaser shall notify its related Managing Agent, the Collateral Agent and the Seller of its decision Lender to accept or decline the request for agree to such extension no later shall not obligate any other Lender to agree to such extension. (b) If Lenders holding Commitments that aggregate more than 30 days prior 50% of the Aggregate Commitments on the Consent Date shall have agreed to such extension, then the then existing Facility Termination Date applicable to the Consenting Lenders shall be extended to the date that is one (1) year after the then existing Facility Termination Date. All Advances of each Non-Consenting Lender shall be subject to the then current existing Facility Termination Date Date, without giving effect to such extension (it being understood that each Committed Purchaser may accept or decline such request in its sole discretion and on such terms as it may elect, and the failure to so notify its Managing Agentdate, the Collateral Agent and the Seller shall be deemed an election not to extend by such Committed Purchaser“Prior Termination Date”). In the event that of an extension of the then existing Facility Termination Date pursuant to this Section 2.21, the Borrower shall have the right, at least one Committed Purchaser agrees its own expense, to extend solicit commitments from existing Lenders and/or other banks or financial institutions reasonably acceptable to the Facility Administrative Agent and the LC Issuing Bank (each, an “Eligible Replacement Lender”) to replace the Commitment of any Non-Consenting Lenders for the remaining duration of this Agreement. Any Eligible Replacement Lender (if not already a Lender hereunder) shall become a party to this Agreement as a Lender by delivering an executed Joinder Agreement to the Administrative Agent and the Borrower. The Commitment of each Non-Consenting Lender shall terminate on the Prior Termination Date, all Advances and other amounts payable hereunder to such Non-Consenting Lenders shall be subject to the Seller PartiesPrior Termination Date and, to the extent such Non-Consenting Lender’s Commitment is not replaced as provided above, the Collateral Agent, the extending Committed Purchasers and the applicable Managing Agent or Managing Agents shall enter into such documents as such extending Committed Purchasers may deem necessary or appropriate to reflect such extension, and all reasonable costs and expenses incurred by such Committed Purchasers, the Managing Agents and the Collateral Agent (including reasonable attorneys’ fees) Commitments hereunder shall be paid reduced by the Selleramount of the Commitment of each such Non-Consenting Lender so terminated on the Prior Termination Date. In Notwithstanding anything to the event that any Committed Purchaser (a) declines the request to extend contrary in this Section 2.21, the Facility Termination Date shall not be extended unless the aggregate Commitments of the Consenting Lenders and any Eligible Replacement Lenders joining this Agreement pursuant to this Section 2.21(b) are greater than or equal to the Aggregate Outstanding Credit Exposure as of each Prior Termination Date. (bc) is An extension of the Facility Termination Date pursuant to this Section 2.21 shall only become effective upon the receipt by the Administrative Agent of a certificate (the statements contained in which shall be true) of a Purchaser Group with respect duly authorized officer of the Borrower stating that both before and after giving effect to which the Seller did not seek an such extension of the Facility Termination Date (each i) no Event of Default has occurred and is continuing and (ii) all representations and warranties contained in Article 5 are true and correct in all material respects on and as of the date such Committed Purchaser being referred to herein extension is made, except for such representations or warranties which by their terms are made as a “Non-Renewing Committed Purchaser”), and, in the case of a Non-Renewing Committed Purchaser described in clause (a)specified date, the Commitment which shall be true and correct as of such Non-Renewing Committed Purchaser is not assigned to another Person in accordance with specified date. (d) Effective on and after the terms of this Article XI prior to the then current Facility Prior Termination Date, (i) each of the Purchase Limit Non-Consenting Lenders shall be reduced by an amount equal to automatically released from their respective LC Obligations and (ii) the LC Obligations of each such Lender (other than the Non-Renewing Committed PurchaserConsenting Lenders) shall be automatically adjusted to equal such Lender’s Commitment on the then current Facility Termination DatePro Rata Share of such LC Obligations.

Extension of Facility Termination Date. The Seller may advise any Managing Agent in writing of its desire to extend the Facility Termination Date for an additional period not exceeding 364 days, provided such request is made not more than 90 days prior to, and not less than 60 days prior to, the then current Facility Termination Date. Each Managing Agent so advised by the Seller shall promptly notify each Committed Purchaser in its related Purchaser Group of any such request and each such Committed Purchaser shall notify its related Managing Agent, the Collateral Agent and the Seller of its decision to accept or decline the request for such extension no later than 30 days prior to the then current Facility Termination Date (it being understood that each Committed Purchaser may accept or decline such request in its sole discretion and on such terms as it may elect, and the failure to so notify its Managing Agent, the Collateral Agent and the Seller shall be deemed an election not to extend by such Committed Purchaser). In the event that at least one Committed Purchaser agrees to extend the Facility Termination Date, the Seller Parties, the Collateral Agent, the extending Committed Purchasers and the applicable Managing Agent or Managing Agents shall enter into such documents as such extending Committed Purchasers may deem necessary or appropriate to reflect such extension, and all reasonable costs and expenses incurred by such Committed Purchasers, the Managing Agents and the Collateral Agent (including reasonable attorneys’ fees) shall be paid by the Seller. In the event that any Committed Purchaser (a) declines the The Borrower may request to extend the Facility Termination Date or (b) is in a Purchaser Group with respect to which the Seller did not seek an extension of the Facility Termination Date by submitting a request for an extension to the Agent (an "Extension Request") no more than 60 days prior to the Facility Termination Date. The Extension Request must specify the new Facility Termination Date requested by the Borrower and the date (which must be at least 30 days after the Extension Request is delivered to the Agent) as of which the Lenders must respond to the Extension Request (the "Response Date"). The new Facility Termination Date shall be no more than 364 days after the Facility Termination Date in effect at the time the Extension Request is received, including the Facility Termination Date as one of the days in the calculation of the days elapsed. Promptly upon receipt of an Extension Request, the Agent shall notify each Lender of the contents thereof and shall request each Lender to approve the Extension Request. Each Lender may approve or reject the Extension Request in such Lender's sole discretion. Each Lender approving the Extension Request (each such Committed Purchaser being referred a "Consenting Lender") shall deliver its written consent to herein the Agent and the Borrower no later than the Response Date. Each Lender that fails to so deliver its written consent shall be deemed to have rejected the Extension Request. (b) If the consent of Lenders having at least 50% of the Aggregate Commitment is received by the Agent, the new Facility Termination Date specified in the Extension Request shall become effective on the existing Facility Termination Date as to the Consenting Lenders (and the Agent shall promptly notify the Borrower and each Lender of the new Facility Termination Date), but the existing Facility Termination Date shall not be extended as to any Lender that is not a “Consenting Lender (each a "Non-Renewing Committed Purchaser”Consenting Lender"), and, in . To the case of a Non-Renewing Committed Purchaser described in clause (a)extent that the Facility Termination Date is not extended as to any Lender pursuant to this Section 2.20, the Commitment of such Non-Renewing Committed Purchaser is not assigned to another Person Consenting Lender shall automatically terminate in accordance with the terms of this Article XI prior to the then current whole on such unextended Facility Termination DateDate without any further notice or other action by the Borrower, the Purchase Limit shall be reduced by an amount equal to each such Lender or any other Person; provided, that such Non-Renewing Committed Purchaser’s Commitment on Consenting Lender's rights under Sections 3.1, 3.2, 3.4, 3.5 and 9.6 of this Agreement and -------- its obligations under Sections 3.5(g) and 10.8 of this Agreement shall survive the then current Facility Termination DateDate for such Non-Consenting Lender as to matters occurring prior to such date.

Extension of Facility Termination Date. The Seller may advise any Managing Agent in writing of its desire Not more than 60 days or less than 45 days prior to extend the Facility Termination Date for an additional period not exceeding 364 days, provided such request is made not more than 90 days prior to, and not less than 60 days prior tothen in effect, the then current Facility Termination Date. Each Managing Agent so advised by the Seller shall promptly notify each Committed Purchaser in its related Purchaser Group of any such Borrower may request and each such Committed Purchaser shall notify its related Managing Agent, the Collateral Agent and the Seller of its decision to accept or decline the request for such extension no later than 30 days prior to the then current Facility Termination Date (it being understood that each Committed Purchaser may accept or decline such request in its sole discretion and on such terms as it may elect, and the failure to so notify its Managing Agent, the Collateral Agent and the Seller shall be deemed an election not to extend by such Committed Purchaser). In the event that at least one Committed Purchaser agrees to extend the Facility Termination Date, the Seller Parties, the Collateral Agent, the extending Committed Purchasers and the applicable Managing Agent or Managing Agents shall enter into such documents as such extending Committed Purchasers may deem necessary or appropriate to reflect such extension, and all reasonable costs and expenses incurred by such Committed Purchasers, the Managing Agents and the Collateral Agent (including reasonable attorneys’ fees) shall be paid by the Seller. In the event that any Committed Purchaser (a) declines the request to extend the Facility Termination Date or (b) is in a Purchaser Group with respect to which the Seller did not seek an extension of the Facility Termination Date (by submitting to the Administrative Agent an Extension Request, a copy of which the Administrative Agent shall promptly furnish to each such Committed Purchaser being referred Lender. Each Lender shall, not less than 30 days prior to herein as a “Non-Renewing Committed Purchaser”)the Facility Termination Date then in effect, andnotify the Borrower and the Administrative Agent of its election, in its sole and absolute discretion, to extend or not extend the case Facility Termination Date as requested in such Extension Request. If the Required Lenders approve in writing the extension of the Facility Termination Date requested in such Extension Request, the Facility Termination Date shall automatically and without any further action by any Person be extended for the period specified in such Extension Request; provided that (i) each extension pursuant to this Section 2.16 shall be for a Non-Renewing Committed Purchaser described in clause maximum of 364 days and (a), ii) the Commitment of such Non-Renewing Committed Purchaser is any Lender that does not assigned consent in writing to another Person an Extension Request (an “Objecting Lender”) shall, unless earlier terminated in accordance with this Agreement, expire on the terms Facility Termination Date in effect on the date of this Article XI prior to the then current such Extension Request (such Facility Termination Date, the Purchase Limit shall be reduced by an amount equal “Commitment Expiration Date” for such Objecting Lender). If, as of the 30th day prior to each such Non-Renewing Committed Purchaser’s Commitment on the then current Facility Termination DateDate then in effect, the Required Lenders have not approved in writing the extension of the Facility Termination Date requested in an Extension Request, the Facility Termination Date shall not be extended pursuant to such Extension Request. The Administrative Agent shall promptly notify (a) the Lenders and the Borrower of any extension of the Facility Termination Date pursuant to this Section 2.16 and (z) the Borrower and each other Lender of any Lender that becomes an Objecting Lender.

Extension of Facility Termination Date. The Seller Provided that the Term-Out Period has not commenced, the Borrower may advise any Managing Agent request, but not more than once in writing each fiscal year of its desire to extend the Borrower and on no more than two occasions in the aggregate after the Effective Date, an extension of the Facility Termination Date for the Extending Lenders by submitting a request for an additional period not exceeding 364 daysextension to the Designated Agent (an “Extension Request”). The Extension Request must specify the new Facility Termination Date requested by the Borrower with respect thereto (“Extension Date”), provided such request is made which shall be not more than 90 days prior tofive (5) years from the effective date such extension becomes effective in accordance with the provisions of this Section. The Extension Request shall be accompanied by a certificate, signed by an Authorized Officer, stating that on the date of the Extension Request, no Default or Event of Default has occurred and not less than 60 days prior tois continuing and that all of the representations and warranties in Article V are true and correct in all material respects (except (i) to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects on and as of such earlier date and (ii) to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects). On the Extension Date, the then current Facility Termination Borrower shall deliver a certificate, signed by an Authorized Officer, stating that on the Extension Date, no Default or Event of Default has occurred and is continuing and that all of the representations and warranties in Article V are true and correct in all material respects (except (i) to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects on and as of such earlier date and (ii) to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects). Promptly upon receipt of an Extension Request, the Designated Agent shall notify each Lender of the contents thereof and shall request each Lender to approve the Extension Request (which approval may be given or withheld by each Lender in its sole discretion). Each Managing Agent so advised by the Seller shall promptly notify each Committed Purchaser in Lender may, at its related Purchaser Group of any such request and each such Committed Purchaser shall notify its related Managing Agentelection, the Collateral Agent and the Seller approve or deny an extension of its decision to accept or decline the request for such extension no later than 30 days prior to the then current Facility Termination Date (it being understood that no Lender shall be under any obligation to approve an extension of its Facility Termination Date). Each Lender approving an Extension Request shall deliver its written approval no later than 75 days following such Extension Request. If written approval of the Required Lenders is not received by the Designated Agent within such 75-day period, the Extension Request shall be denied. If such written approval of the Required Lenders is received by the Designated Agent within such 75-day period, the Facility Termination Date for such Lenders shall be extended to the Extension Date specified in the Extension Request, but only with respect to the Commitments of the Lenders that have given such written approval. Except to the extent that a Lender that did not give its written approval to such Extension Request (“Declining Lender”) is replaced prior to its Declining Lender’s Termination Date as provided in Section 2.20, then (a) the Aggregate Commitment shall be decreased by the Commitment of each Committed Purchaser may accept or decline such request in its sole discretion and Declining Lender, which Declining Lender’s Commitment shall terminate on such terms as it may elect, (and the failure to so notify its Managing Agent, the Collateral Agent and the Seller Aggregate Commitment shall be deemed an election not to extend by such Committed Purchaser). In the event that at least one Committed Purchaser agrees to extend decrease effective as of) the Facility Termination Date, as determined prior to such Extension Request (the Seller Parties, “Declining Lender’s Termination Date”) and (b) the Collateral Agent, the extending Committed Purchasers and the applicable Managing Agent or Managing Agents shall enter into such documents as such extending Committed Purchasers may deem necessary or appropriate to reflect such extension, Loans and all reasonable costs interest, fees and expenses incurred by other amounts owed to such Committed Purchasers, the Managing Agents and the Collateral Agent (including reasonable attorneys’ fees) Declining Lender shall be paid in full on each such Declining Lender’s Termination Date; provided, however, if prior to the Declining Lender’s Termination Date, a Declining Lender that has not been replaced as provided in Section 2.20 subsequently determines to extend its Commitment, that Lender (at its option and with the written consent of the Borrower but without the consent of any other person) may extend the maturity of its commitment to the Extension Date pursuant to a supplement to this Agreement executed by such Lender and the Seller. In Borrower and delivered to the event that any Committed Purchaser Designated Agent prior to the applicable Declining Lender Termination Date, in which case (a) declines the request to extend the Facility Termination Date or Aggregate Commitment shall not be decreased by that Lender’s Commitment, (b) is in a Purchaser Group with respect to which the Seller did not seek an extension of the Facility Termination Date (each such Committed Purchaser being referred to herein as a there will be no “Non-Renewing Committed Purchaser”), and, in the case of a Non-Renewing Committed Purchaser described in clause (a), the Commitment of such Non-Renewing Committed Purchaser is not assigned to another Person in accordance with the terms of this Article XI prior to the then current Facility Declining Lender’s Termination Date, the Purchase Limit shall be reduced by an amount equal to each ” for such Non-Renewing Committed PurchaserLender and (c) such Lender’s Commitment shall terminate on the then current Facility Termination most recently effective Extension Date.

Extension of Facility Termination Date. The Seller may advise any Managing Agent in writing of its desire to extend the Facility Termination Date for an additional period not exceeding 364 days, provided such request is made not more than 90 days prior to, and not less than 60 days prior to, the then current Facility Termination Date. Each Managing Agent so advised by the Seller shall promptly notify each Committed Purchaser in its related Purchaser Group of any such request and each such Committed Purchaser shall notify its related Managing Agent, the Collateral Agent and the Seller of its decision to accept or decline the request for such extension no later than 30 days prior to the then current Facility Termination Date (it being understood that each Committed Purchaser may accept or decline such request in its sole discretion and on such terms as it may elect, and the failure to so notify its Managing Agent, the Collateral Agent and the Seller shall be deemed an election not to extend by such Committed Purchaser). In the event that at least one Committed Purchaser agrees to extend the Facility Termination Date, the Seller Parties, the Collateral Agent, the extending Committed Purchasers and the applicable Managing Agent or Managing Agents shall enter into such documents as such extending Committed Purchasers may deem necessary or appropriate to reflect such extension, and all reasonable costs and expenses incurred by such Committed Purchasers, the Managing Agents and the Collateral Agent (including reasonable attorneys’ fees) shall be paid by the Seller. In the event that any Committed Purchaser (a) declines the The Borrowers may request to extend the Facility Termination Date or (b) is in a Purchaser Group with respect to which the Seller did not seek an extension of the Facility Termination Date by submitting a request for an extension to the Agent (each such Committed Purchaser being referred to herein as a “Non-Renewing Committed Purchaser”), and, in the case of a Non-Renewing Committed Purchaser described in clause (a), the Commitment of such Non-Renewing Committed Purchaser is not assigned to another Person in accordance with the terms of this Article XI an "EXTENSION REQUEST") no more than 60 days prior to the then current Facility Termination Date. The Extension Request must specify the new Facility Termination Date requested by the Borrowers and the date (which must be at least 30 days after the Extension Request is delivered to the Agent) as of which the Lenders must respond to the Extension Request (the "RESPONSE DATE"). The new Facility Termination Date shall be no more than 364 days (the "EXTENSION PERIOD") after the Facility Termination Date in effect at the time the Extension Request is received, including the Facility Termination Date as one of the days in the calculation of the days elapsed. Promptly upon receipt of an Extension Request, the Purchase Limit Agent shall notify each Lender of the contents thereof and shall request each Lender to approve the Extension Request. Each Lender approving the Extension Request shall deliver its written consent no later than the Response Date, and the failure of a Lender to deliver its written consent to an Extension Request on or before the Response Date shall be deemed a rejection of the requested extension by such Lender. If the consent of the Required Lenders is received by the Agent, the Facility Termination Date specified in the Extension Request shall become effective on the existing Facility Termination Date as to such consenting Lenders only (and not as to any Lender which has not consented to such extension) and the Agent shall promptly notify the Borrowers and each Lender of the new Facility Termination Date. Notwithstanding anything contained in this Agreement to the contrary, (i) subject to the provisions of SECTION 2.17(b), all Obligations owing to the non-extending Lenders shall be due and payable on the Facility Termination Date without giving effect to any requested extension and (ii) the Aggregate Commitment as of the commencement of the Extension Period shall be reduced by to an amount equal to the sum of the Commitments of the Lenders ultimately granting the Extension Request. (b) A nonconsenting Lender shall be obligated, at the request of the Borrowers, and subject to the nonconsenting Lender receiving payment in full of (i) the principal amount of all Advances owing to such nonconsenting Lender, and (ii) all accrued interest and fees owing to such nonconsenting Lender and all other amounts owing to such nonconsenting Lender hereunder, to assign without representation, warranty (other than good title to its Advances) or expense to such nonconsenting Lender, at any time prior to the Facility Termination Date applicable to such nonconsenting Lender, all of its rights (other than rights that would survive the termination of this Agreement pursuant to SECTION 9.6) and obligations hereunder to one or more banks or other entities (the "REPLACEMENT LENDERS") nominated by the Borrowers and willing to take the place of such nonconsenting Lender; PROVIDED, that each such Non-Renewing Committed Purchaser’s Commitment on Replacement Lender satisfies all the then current Facility Termination Daterequirements of this Agreement and the Agent shall have consented to such assignment, which consent shall not be unreasonably withheld. Each such Replacement Lender shall be deemed to be a consenting Lender hereunder in replacement of the nonconsenting Lender.

Extension of Facility Termination Date. The Seller may (a) So long as no Unmatured Default or Default has occurred and is continuing and subject to the conditions set forth in Section 2.21(c), the Borrower may, not more than two (2) times during the term of this Agreement after the SecondThird Amendment Effective Date, no earlier than sixty (60) days and no later than thirty (30) days prior to each anniversary of the SecondThird Amendment Effective Date (such anniversary, an “Extension Date”) request 50 15524773v115524773v5 through written notice to the Administrative Agent (the “Extension Notice”), that the Lenders extend the then existing Facility Termination Date for an additional one-year period. Each Lender, acting in its sole discretion, shall, by notice to the Administrative Agent no later than the applicable Extension Date (except in the year in which the then existing Facility Termination Date shall occur, in which case such written notice shall be delivered by the Lenders no later than fifteen (15) days prior to the then existing Facility Termination Date) (such date, the “Consent Date”), advise any Managing the Administrative Agent in writing of its desire to extend (any such Lender, a “Consenting Lender”) or not to so extend (any such Lender, a “Non-Consenting Lender”) such date. Any Lender that does not advise the Administrative Agent by the Consent Date shall be deemed to be a Non-Consenting Lender. No Lender shall be under any obligation or commitment to extend the then existing Facility Termination Date. The election of any Lender to agree to such extension shall not obligate any other Lender to agree to such extension. The Borrower may not request any extension of the Facility Termination Date for an additional period not exceeding 364 daysunder this Section 2.21 unless the Borrower shall have obtained all required approval orders of any public utilities commission or any other regulatory body having jurisdiction over the Borrower. (b) On the Consent Date, provided such request is made not if Lenders holding Commitments that aggregate more than 90 days prior to50% of the Aggregate Commitments shall have agreed to such extension, and not less than 60 days prior to, then the then current existing Facility Termination Date applicable to the Consenting Lenders shall be extended to the date that is one (1) year after the then existing Facility Termination Date applicable to such Consenting Lenders. All Advances of each Non-Consenting Lender shall be subject to the then existing Facility Termination Date. Each Managing Agent so advised by the Seller shall promptly notify each Committed Purchaser in its related Purchaser Group of any , applicable to such request Non-Consenting Lender prior to and each without giving effect to such Committed Purchaser shall notify its related Managing Agentextension (such date, the Collateral Agent and the Seller of its decision to accept or decline the request for such extension no later than 30 days prior to the then current Facility “Prior Termination Date (it being understood that each Committed Purchaser may accept or decline such request in its sole discretion and on such terms as it may elect, and the failure to so notify its Managing Agent, the Collateral Agent and the Seller shall be deemed an election not to extend by such Committed PurchaserDate”). In the event that of an extension of the then existing Facility Termination Date pursuant to this Section 2.21, the Borrower shall have the right, at least one Committed Purchaser agrees its own expense, to extend solicit commitments from existing Lenders and/or other banks or financial institutions reasonably acceptable to the Facility Administrative Agent, the LC Issuers and the Swingline Lender (each, an “Eligible Replacement Lender”) to replace the Commitment of any Non-Consenting Lenders for the remaining duration of this Agreement. Any Eligible Replacement Lender (if not already a Lender hereunder) shall become a party to this Agreement as a Lender by delivering an executed Joinder Agreement to the Administrative Agent and the Borrower. The Commitment of each Non-Consenting Lender shall terminate on the Prior Termination Date, all Advances and other amounts payable hereunder to such Non-Consenting Lenders shall be subject to the Seller PartiesPrior Termination Date and, to the extent such Non-Consenting Lender’s Commitment is not replaced as provided above, the Collateral Agent, the extending Committed Purchasers and the applicable Managing Agent or Managing Agents shall enter into such documents as such extending Committed Purchasers may deem necessary or appropriate to reflect such extension, and all reasonable costs and expenses incurred by such Committed Purchasers, the Managing Agents and the Collateral Agent (including reasonable attorneys’ fees) Commitments hereunder shall be paid reduced by the Selleramount of the Commitment of each such Non-Consenting Lender so terminated on the Prior Termination Date. In Notwithstanding anything to the event that any Committed Purchaser (a) declines the request to extend contrary in this Section 2.21, the Facility Termination Date shall not be extended unless the aggregate Commitments of the Consenting Lenders and any Eligible Replacement Lenders joining this Agreement pursuant to this Section 2.21(b) are greater than or equal to the Aggregate Outstanding Credit Exposure as of each Prior Termination Date. (bc) is An extension of the Facility Termination Date pursuant to this Section 2.21 shall only become effective upon the receipt by the Administrative Agent of a certificate (the statements contained in which shall be true) of a Purchaser Group with respect duly authorized officer of the Borrower stating that both before and after giving effect to which the Seller did not seek an such extension of the Facility Termination Date (each i) no Default has occurred and is continuing and (ii) all representations and warranties contained in Article 5 are true and correct in all material respects on and as of the date such Committed Purchaser being referred to herein extension is 15524773v115524773v5 made, except for such representations or warranties which by their terms are made as a “Non-Renewing Committed Purchaser”), and, in the case of a Non-Renewing Committed Purchaser described in clause (a)specified date, the Commitment which shall be true and correct as of such Non-Renewing Committed Purchaser is not assigned to another Person in accordance with specified date. (d) Effective on and after the terms of this Article XI prior to the then current Facility Prior Termination Date, (i) each of the Purchase Limit Non-Consenting Lenders shall be reduced by an amount equal to automatically released from their respective LC Obligations and, (ii) the LC Obligations of each such Lender (other than the Non-Renewing Committed PurchaserConsenting Lenders) shall be automatically adjusted to equal such Lender’s Commitment on Pro Rata Share of such LC Obligations. and (iii) the then current Facility Termination DateBorrower shall Cash Collateralize the LC Obligations to the extent such LC Obligations exceed the Commitments of the Consenting Lenders, which Cash Collateral shall be released to the Borrower thereafter to the extent such LC Obligations are decreased in amount.

Extension of Facility Termination Date. The Seller may advise any Managing Agent in writing of its desire to extend the Facility Termination Date for an additional period not exceeding 364 days, provided such request is made not more than 90 days prior to, and not less than 60 days prior to, the then current Facility Termination Date. Each Managing Agent so advised by the Seller shall promptly notify each Committed Purchaser in its related Purchaser Group of any such request and each such Committed Purchaser shall notify its related Managing Agent, the Collateral Agent and the Seller of its decision to accept or decline the request for such extension no later than 30 days prior to the then current Facility Termination Date (it being understood that each Committed Purchaser may accept or decline such request in its sole discretion and on such terms as it may elect, and the failure to so notify its Managing Agent, the Collateral Agent and the Seller shall be deemed an election not to extend by such Committed Purchaser). In the event that at least one Committed Purchaser agrees to extend the Facility Termination Date, the Seller Parties, the Collateral Agent, the extending Committed Purchasers and the applicable Managing Agent or Managing Agents shall enter into such documents as such extending Committed Purchasers may deem necessary or appropriate to reflect such extension, and all reasonable costs and expenses incurred by such Committed Purchasers, the Managing Agents and the Collateral Agent (including reasonable attorneys’ fees) shall be paid by the Seller. In the event that any Committed Purchaser (a) declines the The Borrower may request to extend the Facility Termination Date or (b) is in a Purchaser Group with respect to which the Seller did not seek an one-year extension of the Facility Termination Date (each such Committed Purchaser being referred by submitting a request for an extension to herein as a “Non-Renewing Committed Purchaser”), and, in the case of a Non-Renewing Committed Purchaser described in clause (a), the Commitment of such Non-Renewing Committed Purchaser is not assigned to another Person in accordance with the terms of this Article XI Agent no more than 27 months nor less than 25 months prior to the then current scheduled Facility Termination Date. At the time of or prior to the delivery of such request, the Purchase Limit Borrower shall propose to the Agent the amount of the fees that the Borrower would agree to pay with respect to such one-year extension if approved by the Lenders (such request, together with the fee proposal, being herein referred to as the "Extension Request"). Promptly upon (but not later than five Business Days after) receipt of the Extension Request, the Agent shall notify each Lender of the contents thereof and shall request each Lender to approve the Extension Request. Each Lender approving the Extension Request shall deliver its written approval no later than 30 days later than the date of 66 the Extension Request. If the approval of each of the Lenders is received by the Agent within 30 days of the date of the Extension Request (or as otherwise provided in Section 2.20(b)), the Agent shall promptly so notify the Borrower, each Lender (including the Swing Line Bank) and the Issuing Bank, and the Facility Termination Date shall be reduced extended by an amount equal to each one year, and in such Non-Renewing Committed Purchaser’s Commitment on event the Borrower may thereafter request further extension(s) of the then current scheduled Facility Termination DateDate in accordance with this Section 2.20. If any of the Lenders does not deliver to the Agent such Lender's written approval to any Extension Request within the 30 days of the date of such Extension Request, the Facility Termination Date shall not be extended, except as otherwise provided in Section 2.20(b). (b) If (i) any Lenders whose pro rata shares of the Aggregate Commitment do not exceed (in the aggregate) 20% of the Aggregate Commitment ("Rejecting Lenders") shall not approve an Extension Request, (ii) all rights and obligations of such Rejecting Lenders under this Agreement and under the other Loan Documents (including, without limitation, their Commitment and all Loans owing to them) shall have been assigned, within 90 days following such Extension Request, in accordance with Section 2.21, to one or more Replacement Lenders who shall have approved in writing such Extension Request at the time of such assignment, and (iii) no other Lender shall have given written notice to the Agent of such Lender's withdrawal of its approval of the Extension Request, the Agent shall promptly so notify the Borrower, each Lender and the Issuing Bank and the Facility Termination Date shall be extended by one year, and in such event the Borrower may thereafter request further extension(s) as provided in Section 2.20(a). (c) Within ten days of the Agent's notice to the Borrower that all of the Lenders have approved an Extension Request (whether pursuant to Section 2.20(a) or 2.20(b)), the Borrower shall pay to the Agent for the account of each Lender the applicable extension fees specified in the Extension Request.

Extension of Facility Termination Date. The Seller Borrower may advise any Managing Agent in writing of its desire to extend the Facility Termination Date for an additional period not exceeding 364 days, provided such request is made one (but not more than 90 days prior to, and not less than 60 days prior to, the then current Facility Termination Date. Each Managing Agent so advised by the Seller shall promptly notify each Committed Purchaser in its related Purchaser Group of any such request and each such Committed Purchaser shall notify its related Managing Agent, the Collateral Agent and the Seller of its decision to accept or decline the request for such extension no later than 30 days prior to the then current Facility Termination Date (it being understood that each Committed Purchaser may accept or decline such request in its sole discretion and on such terms as it may elect, and the failure to so notify its Managing Agent, the Collateral Agent and the Seller shall be deemed an election not to extend by such Committed Purchaser). In the event that at least one Committed Purchaser agrees to extend the Facility Termination Date, the Seller Parties, the Collateral Agent, the extending Committed Purchasers and the applicable Managing Agent or Managing Agents shall enter into such documents as such extending Committed Purchasers may deem necessary or appropriate to reflect such extension, and all reasonable costs and expenses incurred by such Committed Purchasers, the Managing Agents and the Collateral Agent (including reasonable attorneys’ feesone) shall be paid by the Seller. In the event that any Committed Purchaser (a) declines the request to extend the Facility Termination Date or (b) is in a Purchaser Group with respect to which the Seller did not seek an extension of the Facility Termination Date of one (1) year by submitting a written request for such extension to the Administrative Agent (an "Extension Request"), provided that the requested Facility Termination Date shall be not more than five (5) years after the date on which the Extension Request is received. Promptly following receipt of an Extension Request, the Administrative Agent shall notify each Lender of the contents thereof, shall request each Lender to approve the Extension Request, and shall specify the date (which must be at least 60 days after the Extension Request is delivered to the Lenders) as of which the Lenders must respond to the Extension Request (the "Reply Date"). If Lenders whose Pro Rata Shares equal or exceed in the aggregate 66-2/3% of all Pro Rata Shares do not consent in writing to such Committed Purchaser being referred extension on or before the Reply Date, the Extension Request shall be denied, and no Extension Request may be made thereafter. If such written consent is received on or before the Reply Date from Lenders whose Pro Rata Shares equal or exceed in the aggregate 66 2/3% of all Pro Rata Shares, the Facility Termination Date shall be extended by one (1) year, but such extension shall only apply to herein as the Lenders that have so consented and shall not apply to any Lender that has not so consented (each, a “"Non-Renewing Committed Purchaser”Consenting Lender"), and, in and no Extension Request may be made thereafter. Except to the case of extent that a Non-Renewing Committed Purchaser described Consenting Lender is replaced (as provided in clause Section 2.16 hereof) prior to the Facility Termination Date (aas determined prior to such Extension Request), then on such date (i) the Commitment of each such Non-Renewing Committed Purchaser is not assigned to another Person in accordance with Consenting Lender shall terminate, (ii) the terms of this Article XI prior to the then current Facility Termination Date, the Purchase Limit Aggregate Commitment shall be reduced by an the aggregate amount equal of such terminated Commitments, (iii) all Loans and other Obligations to each such Non-Renewing Committed Purchaser’s Consenting Lender shall be paid in full by the Borrower and (iv) if the Aggregate Credit Exposure following the payment provided for in clause (iii) above would exceed the Aggregate Commitment on (as reduced as provided in clause (ii) above), the then current Borrower shall also repay outstanding Loans or cause to be cash collateralized or canceled, released and returned to the applicable LC Issuer outstanding Facility Termination DateLCs in the amounts necessary to cause the Aggregate Credit Exposure to equal but not exceed the Aggregate Commitment (as reduced).

Extension of Facility Termination Date. The Seller may advise any Managing Agent in writing of its desire Borrower shall have an option to extend the Facility Termination Date for an additional period one time, by not exceeding 364 dayslonger than one year, provided such request is made not more than 90 days prior to, and not less than 60 days prior to, subject to the then current Facility Termination Date. Each Managing Agent so advised satisfaction of the following conditions precedent (unless otherwise waived by the Seller shall promptly notify each Committed Purchaser in its related Purchaser Group of any such request and each such Committed Purchaser shall notify its related Managing Agent, the Collateral Administrative Agent and applicable Lenders in their sole discretion): (a) each of the Seller Lenders and the Administrative Agent consent to the extension in their sole discretion (written notice of its decision such consent to accept or decline be delivered to Borrower together with the request for such requested extension fee (if applicable) no later than 30 thirty (30) days prior following receipt of the Extension Request delivered pursuant to clause (e) below; provided that if the Borrower fails to receive such consent from the Administrative Agent or any Lender within such thirty-day period, the Administrative Agent and such Lender, as applicable, shall be deemed to have denied such Extension Request); (b) as of the effective date of such extension, the representations and warranties of the Borrower, the Equityholder and the Servicer set forth herein and in the other Facility Documents are true and correct in all material respects with the same force and effect as if made on and as of such date (except to the then current Facility Termination Date extent that such representations and warranties expressly relate to an earlier date); provided that if a representation or warranty is qualified as to materiality, with respect to such representation or warranty, the foregoing materiality qualifier shall be disregarded for the purposes of this condition; (c) the Borrower shall have paid an extension fee to the Administrative Agent, for the account of each Lender, in an amount to be mutually agreed upon by the Borrower and such Lender (it being understood that each Committed Purchaser such agreed-upon fee may accept or decline such request be different than any fee proposed in its sole discretion and on such terms as it may elect, and the failure to so notify its Managing Agent, the Collateral Agent and the Seller shall be deemed an election not to extend by such Committed Purchaser). In the event that at least one Committed Purchaser agrees to extend the Facility Termination Date, the Seller Parties, the Collateral Agent, the extending Committed Purchasers and the applicable Managing Agent or Managing Agents shall enter into such documents as such extending Committed Purchasers may deem necessary or appropriate to reflect such extension, and all reasonable costs and expenses incurred by such Committed Purchasers, the Managing Agents and the Collateral Agent (including reasonable attorneys’ fees) shall be paid by the Seller. In the event that any Committed Purchaser clause (a) declines above); (d) no Default or Event of Default shall have occurred and be continuing on the request to extend date on which the Extension Request is delivered in accordance with the following clause (e) or on the Facility Termination Date or then in effect; and (be) is in a Purchaser Group the Borrower shall have delivered an Extension Request with respect to which the Seller did not seek an extension of the Facility Termination Date to the Administrative Agent not earlier than one year after the Closing Date and not later than one hundred twentyninety (each such Committed Purchaser being referred to herein as a “Non-Renewing Committed Purchaser”), and, in the case of a Non-Renewing Committed Purchaser described in clause (a), the Commitment of such Non-Renewing Committed Purchaser is not assigned to another Person in accordance with the terms of this Article XI 12090) days prior to the then current Facility Termination Date, the Purchase Limit Date then in effect (which shall be reduced promptly forwarded by an amount equal Administrative Agent to each such Non-Renewing Committed Purchaser’s Commitment on the then current Facility Termination DateLender).

Extension of Facility Termination Date. The Seller may advise any Managing Agent in writing of its desire Borrower shall have an option to extend the Facility Termination Date for an additional period one time, not exceeding 364 dayslonger than one year, provided such request is made not more than 90 days prior to, and not less than 60 days prior to, effective on the then current Facility Termination Date. Each Managing Agent so advised by Date then in effect, subject to the Seller shall promptly notify satisfaction of the following conditions precedent: (a) each Committed Purchaser in its related Purchaser Group of any such request and each such Committed Purchaser shall notify its related Managing Agent, the Collateral Agent Lenders and the Seller Administrative Agent have consented to the extension in their sole discretion (written notice of its decision such consent to accept or decline be delivered to Borrower together with the request for such requested extension fee (if applicable) no later than 30 thirty (30) days following receipt of the Extension Request delivered pursuant to clause (e) below; provided that if the Borrower fails to receive such consent from the Administrative Agent or any Lender within such thirty-day period, the Administrative Agent and such Lender, as applicable, shall be deemed to have denied such Extension Request); (b) as of the effective date of such extension, the representations and warranties of the Borrower, the Equityholder and the Servicer set forth herein and in the other Facility Documents are true and correct in all material respects with the same force and effect as if made on and as of such date (except to the extent that such representations and warranties expressly relate to an earlier date); provided that if a representation or warranty is qualified as to materiality, with respect to such representation or warranty, the foregoing materiality qualifier shall be disregarded for the purposes of this condition; (c) the Borrower shall have paid an extension fee to the Administrative Agent, for the account of each Lender, in an amount to be mutually agreed upon by the Borrower and such Lender; (d) no Default or Event of Default shall have occurred and be continuing on the date on which the Extension Request is delivered in accordance with the following clause (e) or on the Facility Termination Date then in effect; and (e) the Borrower shall have delivered an Extension Request with respect to the Facility Termination Date to the Administrative Agent not earlier than one year after the Closing Date and not later than one hundred twenty (120) days prior to the then current Facility Termination Date then in effect (it being understood that each Committed Purchaser may accept or decline such request in its sole discretion and on such terms as it may elect, and the failure to so notify its Managing Agent, the Collateral Agent and the Seller which shall be deemed an election not to extend promptly forwarded by such Committed Purchaser). In the event that at least one Committed Purchaser agrees to extend the Facility Termination Date, the Seller Parties, the Collateral Agent, the extending Committed Purchasers and the applicable Managing Administrative Agent or Managing Agents shall enter into such documents as such extending Committed Purchasers may deem necessary or appropriate to reflect such extension, and all reasonable costs and expenses incurred by such Committed Purchasers, the Managing Agents and the Collateral Agent (including reasonable attorneys’ fees) shall be paid by the Seller. In the event that any Committed Purchaser (a) declines the request to extend the Facility Termination Date or (b) is in a Purchaser Group with respect to which the Seller did not seek an extension of the Facility Termination Date (each such Committed Purchaser being referred to herein as a “Non-Renewing Committed Purchaser”), and, in the case of a Non-Renewing Committed Purchaser described in clause (a), the Commitment of such Non-Renewing Committed Purchaser is not assigned to another Person in accordance with the terms of this Article XI prior to the then current Facility Termination Date, the Purchase Limit shall be reduced by an amount equal to each such Non-Renewing Committed Purchaser’s Commitment on the then current Facility Termination DateLender).

Extension of Facility Termination Date. The Seller may advise any Managing Borrower may, by notice (an “Extension Request”) to the Administrative Agent in writing of its desire to extend the Facility Termination Date for an additional period not exceeding 364 days, provided such request is made not more later than 90 sixty (60) days prior to, and not less earlier than 60 days prior to, the then current Facility Termination Date. Each Managing Agent so advised by the Seller shall promptly notify each Committed Purchaser in its related Purchaser Group of any such request and each such Committed Purchaser shall notify its related Managing Agent, the Collateral Agent and the Seller of its decision to accept or decline the request for such extension no later than 30 ninety (90) days prior to the then current Facility Termination Date (it being understood that each Committed Purchaser may accept or decline such request in its sole discretion and on such terms as it may elect, and the failure to so notify its Managing Agent, the Collateral Agent and the Seller shall be deemed an election not to extend by such Committed Purchaser). In the event that at least one Committed Purchaser agrees to extend the Facility Termination Date, the Seller Parties, the Collateral Agent, the extending Committed Purchasers and the applicable Managing Agent or Managing Agents shall enter into such documents as such extending Committed Purchasers may deem necessary or appropriate to reflect such extension, and all reasonable costs and expenses incurred by such Committed Purchasers, the Managing Agents and the Collateral Agent (including reasonable attorneys’ fees) shall be paid by the Seller. In the event elect that any Committed Purchaser (a) declines the request to extend the Facility Termination Date or be extended for an additional one (b1) is in a Purchaser Group with respect to which year period (the Seller did not seek “Extension Period”). The Administrative Agent shall promptly notify the Lenders of receipt of an Extension Request from the Borrower. Upon receipt by the Administrative Agent of an Extension Request, accompanied by an extension fee equal to 0.20% of the Facility Termination Date then current Aggregate Commitment (each such Committed Purchaser being referred to herein as a the “Non-Renewing Committed PurchaserExtension Fee”), and, in and provided that (i) the case Borrower executes and delivers to the Administrative Agent such documents as the Administrative Agent may reasonably request to confirm that such Extension Request has been properly authorized on behalf of a Non-Renewing Committed Purchaser described in clause the Borrower and (a), ii) that no Event of Default or Potential Default has occurred and is continuing either on the Commitment date of receipt of such Non-Renewing Committed Purchaser is not assigned to another Person in accordance with Extension Request or on the terms of this Article XI prior to the then current original Facility Termination Date, the Purchase Limit Facility Termination Date shall be reduced by automatically extended to a date one (1) year thereafter without any need for consent or approval of the Lenders. The Extension Fee shall be remitted to the Lenders on a pro rata basis in accordance with their respective Ratable Shares as of the effective date of such extension. If the Borrower fails to make a timely Extension Request or fails to remit the Extension Fee or if an amount equal to each such Non-Renewing Committed Purchaser’s Commitment Event of Default or Potential Default then has occurred and is then continuing, the Commitments will terminate on the then then-current Facility Termination DateDate and on such date the Borrower will repay all Advances and collateralize all Facility Letters of Credit as provided in Section 2.22 hereof.

Extension of Facility Termination Date. The Seller may advise any Managing Agent in writing of its desire Borrower shall have an option to extend the Facility Termination Date for an additional period one time, not exceeding 364 dayslonger than one year, provided such request is made not more than 90 days prior to, and not less than 60 days prior to, effective on the then current Facility Termination Date. Each Managing Agent so advised by Date then in effect, subject to the Seller shall promptly notify satisfaction of the following conditions precedent: (a) each Committed Purchaser in its related Purchaser Group of any such request and each such Committed Purchaser shall notify its related Managing Agent, the Collateral Agent Lenders and the Seller Administrative Agent have consented to the extension in their sole discretion (written notice of its decision such consent to accept or decline be delivered to Borrower together with the request for such requested extension fee (if applicable) no later than 30 thirty (30) days following receipt of the Extension Request delivered pursuant to clause (e) below; provided that if the Borrower fails to receive such consent from the Administrative Agent or any Lender within such thirty-day period, the Administrative Agent and such Lender, as applicable, shall be deemed to have denied such Extension Request); (b) as of the effective date of such extension, the representations and warranties of the Borrower, the Equityholder and the Servicer set forth herein and in the other Facility Documents are true and correct in all material respects with the same force and effect as if made on and as of such date (except to the extent that such representations and warranties expressly relate to an earlier date); provided that if a representation or warranty is qualified as to materiality, with respect to such representation or warranty, the foregoing materiality qualifier shall be disregarded for the purposes of this condition; (c) the Borrower shall have paid an extension fee to the Administrative Agent, for the account of each Lender, in an amount to be mutually agreed upon by the Borrower and such Lender; USActive 56468589.1056468589.17 (d) no Default or Event of Default shall have occurred and be continuing on the date on which the Extension Request is delivered is given in accordance with the following clause (e) or on the Facility Termination Date then in effect; and (e) the Borrower shall have delivered an Extension Request with respect to the Facility Termination Date to the Administrative Agent not earlier than one year after the Closing Date and not later than one hundred twenty (120) days prior to the then current Facility Termination Date then in effect (it being understood that each Committed Purchaser may accept or decline such request in its sole discretion and on such terms as it may elect, and the failure to so notify its Managing Agent, the Collateral Agent and the Seller which shall be deemed an election not to extend promptly forwarded by such Committed Purchaser). In the event that at least one Committed Purchaser agrees to extend the Facility Termination Date, the Seller Parties, the Collateral Agent, the extending Committed Purchasers and the applicable Managing Administrative Agent or Managing Agents shall enter into such documents as such extending Committed Purchasers may deem necessary or appropriate to reflect such extension, and all reasonable costs and expenses incurred by such Committed Purchasers, the Managing Agents and the Collateral Agent (including reasonable attorneys’ fees) shall be paid by the Seller. In the event that any Committed Purchaser (a) declines the request to extend the Facility Termination Date or (b) is in a Purchaser Group with respect to which the Seller did not seek an extension of the Facility Termination Date (each such Committed Purchaser being referred to herein as a “Non-Renewing Committed Purchaser”), and, in the case of a Non-Renewing Committed Purchaser described in clause (a), the Commitment of such Non-Renewing Committed Purchaser is not assigned to another Person in accordance with the terms of this Article XI prior to the then current Facility Termination Date, the Purchase Limit shall be reduced by an amount equal to each such Non-Renewing Committed Purchaser’s Commitment on the then current Facility Termination DateLender).

Extension of Facility Termination Date. . The Seller may advise any Managing Borrower may, by notice (an “Extension Request”) to the Administrative Agent in writing of its desire to extend the Facility Termination Date for an additional period not exceeding 364 days, provided such request is made not more later than 90 sixty (60) days prior to, and not less earlier than 60 days prior to, the then current Facility Termination Date. Each Managing Agent so advised by the Seller shall promptly notify each Committed Purchaser in its related Purchaser Group of any such request and each such Committed Purchaser shall notify its related Managing Agent, the Collateral Agent and the Seller of its decision to accept or decline the request for such extension no later than 30 ninety (90) days prior to the then current Facility Termination Date (it being understood that each Committed Purchaser may accept or decline such request in its sole discretion and on such terms as it may elect, and the failure to so notify its Managing Agent, the Collateral Agent and the Seller shall be deemed an election not to extend by such Committed Purchaser). In the event that at least one Committed Purchaser agrees to extend the Facility Termination Date, the Seller Parties, the Collateral Agent, the extending Committed Purchasers and the applicable Managing Agent or Managing Agents shall enter into such documents as such extending Committed Purchasers may deem necessary or appropriate to reflect such extension, and all reasonable costs and expenses incurred by such Committed Purchasers, the Managing Agents and the Collateral Agent (including reasonable attorneys’ fees) shall be paid by the Seller. In the event elect that any Committed Purchaser (a) declines the request to extend the Facility Termination Date or be extended for an additional one (b1) is in a Purchaser Group with respect to which year period (the Seller did not seek “Extension Period”). The Administrative Agent shall promptly notify the Lenders of receipt of an Extension Request from the Borrower. Upon receipt by the Administrative Agent of an Extension Request, accompanied by an extension fee equal to 0.25% of the Facility Termination Date then current Aggregate Commitment (each such Committed Purchaser being referred to herein as a the “Non-Renewing Committed PurchaserExtension Fee”), and, in and provided that (i) the case Borrower executes and delivers to the Administrative Agent such documents as the Administrative Agent may reasonably request to confirm that such Extension Request has been properly authorized on behalf of a Non-Renewing Committed Purchaser described in clause the Borrower and (a), ii) that no Event of Default or Potential Default has occurred and is continuing either on the Commitment date of receipt of such Non-Renewing Committed Purchaser is not assigned to another Person in accordance with Extension Request or on the terms of this Article XI prior to the then current original Facility Termination Date, the Purchase Limit Facility Termination Date shall be reduced by automatically extended to a date one (1) year thereafter without any need for consent or approval of the Lenders. The Extension Fee shall be remitted to the Lenders on a pro rata basis in accordance with their respective Ratable Shares as of the effective date of such extension. If the Borrower fails to make a timely Extension Request or fails to remit the Extension Fee or if an amount equal to each such Non-Renewing Committed Purchaser’s Commitment Event of Default or Potential Default then has occurred and is then continuing, the Commitments will terminate on the then then-current Facility Termination DateDate and on such date the Borrower will repay all Advances and collateralize all Facility Letters of Credit as provided in Section 2.22 hereof.

Extension of Facility Termination Date. The Seller may advise any Managing Agent in writing of its desire Borrower shall have an option to extend the Facility Termination Date for an additional period one time, by not exceeding 364 dayslonger than one year, provided such request is made not more than 90 days prior to, and not less than 60 days prior to, subject to the then current Facility Termination Date. Each Managing Agent so advised satisfaction of the following conditions precedent (unless otherwise waived by the Seller shall promptly notify each Committed Purchaser in its related Purchaser Group of any such request and each such Committed Purchaser shall notify its related Managing Agent, the Collateral Administrative Agent and applicable Lenders in their sole discretion): (a) each of the Seller Lenders and the Administrative Agent consent to the extension in their sole discretion (written notice of its decision such consent to accept or decline be delivered to Borrower together with the request for such requested extension fee (if applicable) no later than 30 thirty (30) days prior following receipt of the Extension Request delivered pursuant to clause (e) below; provided that if the Borrower fails to receive such consent from the Administrative Agent or any Lender within such thirty-day period, the Administrative Agent and such Lender, as applicable, shall be deemed to have denied such Extension Request); (b) as of the effective date of such extension, the representations and warranties of the Borrower, the Equityholder and the Servicer set forth herein and in the other Facility Documents are true and correct in all material respects with the same force and effect as if made on and as of such date (except to the then current Facility Termination Date extent that such representations and warranties expressly relate to an earlier date); provided that if a representation or warranty is qualified as to materiality, with respect to such representation or warranty, the foregoing materiality qualifier shall be disregarded for the purposes of this condition; (c) the Borrower shall have paid an extension fee to the Administrative Agent, for the account of each Lender, in an amount to be mutually agreed upon by the Borrower and such Xxxxxx (it being understood that each Committed Purchaser such agreed-upon fee may accept or decline such request be different than any fee proposed in its sole discretion and on such terms as it may elect, and the failure to so notify its Managing Agent, the Collateral Agent and the Seller shall be deemed an election not to extend by such Committed Purchaser). In the event that at least one Committed Purchaser agrees to extend the Facility Termination Date, the Seller Parties, the Collateral Agent, the extending Committed Purchasers and the applicable Managing Agent or Managing Agents shall enter into such documents as such extending Committed Purchasers may deem necessary or appropriate to reflect such extension, and all reasonable costs and expenses incurred by such Committed Purchasers, the Managing Agents and the Collateral Agent (including reasonable attorneys’ fees) shall be paid by the Seller. In the event that any Committed Purchaser clause (a) declines above); (d) no Default or Event of Default shall have occurred and be continuing on the request to extend date on which the Extension Request is delivered in accordance with the following clause (e) or on the Facility Termination Date or then in effect; and (be) is in a Purchaser Group the Borrower shall have delivered an Extension Request with respect to which the Seller did not seek an extension of the Facility Termination Date to the Administrative Agent not earlier than one year after the Closing Date and not later than one hundred twentyninety (each such Committed Purchaser being referred to herein as a “Non-Renewing Committed Purchaser”), and, in the case of a Non-Renewing Committed Purchaser described in clause (a), the Commitment of such Non-Renewing Committed Purchaser is not assigned to another Person in accordance with the terms of this Article XI 12090) days prior to the then current Facility Termination Date, the Purchase Limit Date then in effect (which shall be reduced promptly forwarded by an amount equal Administrative Agent to each such Non-Renewing Committed Purchaser’s Commitment on the then current Facility Termination DateLender).

Extension of Facility Termination Date. (i) The Seller Borrowers may advise any Managing Agent in writing of its desire to extend the Facility Termination Date for an additional period not exceeding 364 days, provided such request is made not more than 90 days prior to, and not less than 60 days prior to, the then current Facility Termination Date. Each Managing Agent so advised by the Seller shall promptly notify each Committed Purchaser in its related Purchaser Group of any such request and each such Committed Purchaser shall notify its related Managing Agent, the Collateral Agent and the Seller of its decision to accept or decline the request for such extension no later than 30 days prior to the then current Facility Termination Date (it being understood that each Committed Purchaser may accept or decline such request in its sole discretion and on such terms as it may elect, and the failure to so notify its Managing Agent, the Collateral Agent and the Seller shall be deemed an election not to extend by such Committed Purchaser). In the event that at least one Committed Purchaser agrees to extend the Facility Termination Date, the Seller Parties, the Collateral Agent, the extending Committed Purchasers and the applicable Managing Agent or Managing Agents shall enter into such documents as such extending Committed Purchasers may deem necessary or appropriate to reflect such extension, and all reasonable costs and expenses incurred by such Committed Purchasers, the Managing Agents and the Collateral Agent (including reasonable attorneys’ fees) shall be paid by the Seller. In the event that any Committed Purchaser (a) declines the request to extend the Facility Termination Date or (b) is in a Purchaser Group with respect to which the Seller did not seek an one-year extension of the Facility Termination Date by submitting a request for an extension to the Agent (an "Extension Request") no more than 60 days prior to the date which is one-year prior to the Facility Termination Date. The Extension Request must specify the new Facility Termination Date requested by the Borrowers (being one-year from the existing Facility Termination Date) and the date (which must be at least 30 days after the Extension Request is delivered to the Agent) as of which the Lenders must respond to the Extension Request (the "Response Date"). Promptly upon receipt of an Extension Request, the Agent shall notify each such Committed Purchaser being referred Lender of the contents thereof and shall request each Lender to herein as a “Non-Renewing Committed Purchaser”)approve the Extension Request. Each Lender approving the Extension Request shall deliver its written consent no later than the Response Date. If the consent of each of the Lenders is received by the Agent, and, the new Facility Termination Date specified in the case Extension Request shall become effective on the existing Facility Termination Date and the Agent shall promptly notify the Borrowers and each Lender of a Non-Renewing Committed Purchaser described in clause the new Facility Termination Date. (a), ii) Provided the Commitment of such Non-Renewing Committed Purchaser is not assigned to another Person Facility Termination Date has been extended in accordance with paragraph (i) above, the terms Borrowers may request an additional one-year extension of this Article XI the then existing Facility Termination Date by submitting a request for such an extension to the Agent (the "Second Extension Request") no more than 60 days prior to the date which is one-year prior to the then current existing Facility Termination Date. The Second Extension Request must specify the new Facility Termination Date requested by the Borrowers (being one-year from the then existing Facility Termination Date) and the date (which must be at least 30 days after the Second Extension Request is delivered to the Agent) as of which the Lenders must respond to the Second Extension Request (the "Second Response Date"). Promptly upon receipt of the Second Extension Request, the Purchase Limit Agent shall be reduced notify each Lender of the contents thereof and shall request each Lender to approve the Second Extension Request. Each Lender approving the Second Extension Request shall deliver its written consent no later than the Second Response Date. If the consent of each of the Lenders is received by an amount equal to each such Non-Renewing Committed Purchaser’s Commitment the Agent, the new Facility Termination Date specified in the Second Extension Request shall become effective on the then current existing Facility Termination Date and the Agent shall promptly notify the Borrowers and each Lender of the new Facility Termination Date.

Extension of Facility Termination Date. Subject to the other provisions of this Agreement, the Commitments of the Lenders shall be effective for an initial period from the Closing Date to the original Facility Termination Date; provided that so long as no Default or Unmatured Default shall have occurred and be continuing, the Facility Termination Date, and concomitantly the Commitments of the Lenders, may be extended for successive 364-day periods expiring on the date which is 364-days from the then scheduled Facility Termination Date. In order to request such extension, the Borrower will deliver written notice delivered to the Administrative Agent not more than sixty (60) days nor less than forty-five (45) days prior to the then scheduled Facility Termination Date that the Facility Termination Date be extended for 364-days from the then scheduled Facility Termination Date. The Seller may advise any Managing Administrative Agent shall then promptly notify each Lender of such request, and each Lender shall notify the Administrative Agent in writing no later than fifteen (15) days after receipt by the Lenders of the relevant request for an extension from the Borrower, pursuant to this Section 2.24 whether such Lender, in the exercise of its desire sole discretion, will extend the Facility Termination Date for such 364-day period. Any Lender which shall not timely notify the Administrative Agent whether it will extend the Facility Termination Date shall be deemed to not have agreed to extend the Facility Termination Date. No Lender shall have any obligation whatsoever to agree to extend the Facility Termination Date. Any agreement to extend the Facility Termination Date for an additional period not exceeding 364 daysby any Lender shall be irrevocable, provided such request is made not more than 90 days prior to, and not less than 60 days prior to, except to the then current Facility Termination Date. Each Managing Agent so advised extent revocable by the Seller shall promptly notify each Committed Purchaser Borrower as provided in its related Purchaser Group of any such request and each such Committed Purchaser shall notify its related Managing Agent, the Collateral Agent and the Seller of its decision to accept or decline the request for such extension no later than 30 days prior to the then current Facility Termination Date (it being understood that each Committed Purchaser may accept or decline such request in its sole discretion and on such terms as it may elect, and the failure to so notify its Managing Agent, the Collateral Agent and the Seller shall be deemed an election not to extend by such Committed PurchaserSection 2.24(b)(C)(iii). In the event that at least one Committed Purchaser agrees to extend the Facility Termination Date, the Seller Parties, the Collateral Agent, the extending Committed Purchasers and the applicable Managing Agent or Managing Agents shall enter into such documents as such extending Committed Purchasers may deem necessary or appropriate to reflect such extension, and all reasonable costs and expenses incurred by such Committed Purchasers, the Managing Agents and the Collateral Agent (including reasonable attorneys’ fees) shall be paid by the Seller. In the event that any Committed Purchaser . (a) declines If all the request Lenders notify the Administrative Agent pursuant to the foregoing provisions of this Section 2.24 of their agreement to extend the Facility Termination Date (such Lenders agreeing to extend the Facility Termination Date herein called the "Accepting Lenders"), then the Administrative Agent shall so notify each Lender and the Borrower, and such extension shall be effective without other or further action by any party hereto for such additional 364-day period. (b) If Lenders constituting at least the Required Lenders approve the extension of the then scheduled Facility Termination Date and if one or more of the Lenders shall notify, or be deemed to notify, the Administrative Agent pursuant to the foregoing provisions of this Section 2.24 that they will not extend the then scheduled Facility Termination Date (such Lenders herein called the "Declining Lenders"), then (A) the Administrative Agent shall promptly so notify the Borrower and the Accepting Lenders, (B) the Accepting Lenders shall, upon the Borrower's election to extend the then scheduled Facility Termination Date in accordance with clause (C)(i) or (C)(ii) below, extend the then scheduled Facility Termination Date and (C) the Borrower shall, pursuant to a notice delivered to the Administrative Agent, the Accepting Lenders and the Declining Lenders, no later than the tenth day following the date by which each Lender is in a Purchaser Group with respect required, pursuant to which this Section 2.24, to approve or disapprove the Seller did not seek an requested extension of the Facility Termination Date, either: (i) elect to extend the Facility Termination Date with respect to the Accepting Lenders and direct the Declining Lenders to terminate their Commitments, which termination shall become effective on the date which would have been the Facility Termination Date except for the operation of this Section 2.24. On such date, (x) the Borrower shall deliver a notice of the effectiveness of such termination to the Declining Lenders with a copy to the Administrative Agent, (y) the Borrower shall pay in full in immediately available funds all Obligations of the Borrower owing to the Declining Lenders (including any Obligations owed to any Declining Lender in its capacity as Issuer, if any) and the Borrower shall return for cancellation, to any Declining Lender that is an Issuer, the originals of all Letters of Credit issued by such Declining Lenders and (z) upon the occurrence of the events set forth in clauses (x) and (y), the Declining Lenders shall each cease to be a Lender hereunder for all purposes and each cease to be an Issuer hereunder for all purposes, if applicable, and shall no longer have any obligations hereunder; however, such Person shall be obligated to make or entitled to receive payments pursuant to Sections 3.1, 3.2, 3.4, 9.7 and 10.3 (but only to the extent the event giving rise to such payment occurred prior to the time at which the events set forth in clauses (x) and (y) shall have occurred) as if it were a Lender, and the Administrative Agent shall promptly notify the Accepting Lenders and the Borrower of the new Aggregate Commitment and the new Facility Termination Date; or (ii) elect to extend the Facility Termination Date with respect to the Accepting Lenders and, prior to or no later than the then scheduled Facility Termination Date, (a) the Borrower shall replace one or more of the Declining Lenders with another lender or lenders reasonably acceptable to the Administrative Agent (such lenders herein called the "Replacement Lenders") or with Accepting Lenders, if any, which have agreed with the Borrower to increase their respective Commitments (the "Increasing Accepting Lenders") or to the extent Borrower is not able to replace all Commitments of any Declining Lenders, direct such Declining Lenders to terminate any such Commitments not being replaced as provided in clause (i) above and (b) the Borrower shall pay in full in immediately available funds all Obligations of the Borrower owing to the Declining Lenders which are not being replaced (including any Obligations owed to any Declining Lender, in its capacity as an Issuer, if any) and return all Letters of Credit to Declining Lenders that are Issuers as provided in clause (i) above; provided that (x) the Replacement Lenders and Increasing Accepting Lenders shall purchase, and the Declining Lenders being replaced shall sell, the interest of the Declining Lenders being replaced and their rights hereunder in accordance with Section 12.3.2 without recourse or expense to, or warranty (except warranty of ownership which is free and clear of any adverse claims) by, such Declining Lenders being replaced for a purchase price equal to the aggregate outstanding principal amount of the Obligations payable to such Declining Lenders plus any accrued but unpaid interest on such Obligations and accrued but unpaid fees in respect of such Declining Lenders' Loans and Commitments hereunder, and (y) all obligations of the Borrower owing under or in connection with this Agreement with respect to the Declining Lenders being replaced (including, without limitation, such increased costs, breakage fees payable under Article III and all other costs and expenses payable to each such Committed Purchaser being Declining Lender) shall be paid in full in immediately available funds to such Declining Lenders concurrently with such replacement, and (z) upon the payment of such amounts referred to herein in clauses (x) and (y), the Replacement Lenders shall each constitute a Lender hereunder and the Declining Lenders being so replaced shall no longer constitute a Lender or an Issuer and shall no longer have any obligations hereunder; however, such Person shall be obligated to make or entitled to receive payments pursuant to Sections 3.1, 3.2, 3.4, 9.7 and 10.3 (but only to the extent the event giving rise to such payment occurred prior to the time at which the events set forth in clauses (x) and (y) shall have occurred) as if it were a “Non-Renewing Committed Purchaser”Lender or (iii) elect to revoke and cancel such extension request by giving notice of such revocation and cancellation to the Administrative Agent (which shall promptly notify the Lenders thereof) no later than the tenth day following the date by which each Lender is required, pursuant to Section 2.24, to approve or disapprove the requested extension of the Facility Termination Date, and concomitantly the Commitments of the Lenders. If the Borrower fails to timely provide the election notice referred to in this clause (C), the Borrower shall be deemed to have revoked and canceled such extension request and to have elected not to extend the Facility Termination Date and the Commitments of the Lenders, and, in the case of a Non-Renewing Committed Purchaser described in clause (a), the Commitment of such Non-Renewing Committed Purchaser is not assigned to another Person in accordance with the terms of this Article XI prior to on the then current scheduled Facility Termination Date, the Purchase Limit Borrower shall be reduced by an amount equal to each such Non-Renewing Committed Purchaser’s Commitment on repay in full all Obligations under the then current Facility Termination DateLoan Documents.

Extension of Facility Termination Date. The Seller may advise any Managing Agent in writing of its desire to extend the Facility Termination Date for an additional period not exceeding 364 days, provided such request is made not more than 90 days prior to, and not less than 60 days prior to, the then current Facility Termination Date. Each Managing Agent so advised by the Seller shall promptly notify each Committed Purchaser in its related Purchaser Group of any such request and each such Committed Purchaser shall notify its related Managing Agent, the Collateral Agent and the Seller of its decision to accept or decline the request for such extension no later than 30 days prior to the then current Facility Termination Date (it being understood that each Committed Purchaser may accept or decline such request in its sole discretion and on such terms as it may elect, and the failure to so notify its Managing Agent, the Collateral Agent and the Seller shall be deemed an election not to extend by such Committed Purchaser). In the event that at least one Committed Purchaser agrees to extend the Facility Termination Date, the Seller Parties, the Collateral Agent, the extending Committed Purchasers and the applicable Managing Agent or Managing Agents shall enter into such documents as such extending Committed Purchasers may deem necessary or appropriate to reflect such extension, and all reasonable costs and expenses incurred by such Committed Purchasers, the Managing Agents and the Collateral Agent (including reasonable attorneys’ fees) shall be paid by the Seller. In the event that any Committed Purchaser (a) declines the The Borrower may request to extend the Facility Termination Date or (b) is in a Purchaser Group with respect to which the Seller did not seek an one-year extension of the Facility Termination Date by submitting a request for an extension to the Agent (each such Committed Purchaser being referred to herein as a “Non-Renewing Committed Purchaser”), and, in the case of a Non-Renewing Committed Purchaser described in clause (a), the Commitment of such Non-Renewing Committed Purchaser is not assigned to another Person in accordance with the terms of this Article XI an "Extension Request") no more than 27 months nor less than 25 months prior to the then current scheduled Facility Termination Date. Promptly upon (but not later than five Business Days after) receipt of the Extension Request, the Purchase Limit Agent shall notify each Lender of the contents thereof and shall request each Lender to approve the Extension Request. Each Lender approving the Extension Request shall deliver its written approval no later than 30 days later than the date of the Extension Request. If the approval of each of the Lenders is received by the Agent within 30 days of the date of the Extension Request (or as otherwise provided in Section 2.20(b)), the Agent shall promptly so notify the Borrower, each Lender and the Issuing Bank, and the Facility Termination Date shall be reduced extended by one year, and in such event the Borrower may thereafter request further extension(s) of the then scheduled Facility Termination Date in accordance with this Section 2.20. If any of the Lenders does not deliver to the Agent such Lender's written approval to any Extension Request within the 30 days of the date of such Extension Request, the Facility Termination Date shall not be extended, except as otherwise provided in Section 2.20(b). (b) If (i) any Lenders whose pro rata shares of the Aggregate Commitment do not exceed (in the aggregate) 20% of the Aggregate Commitment ("Rejecting Lenders") shall not approve an amount Extension Request, (ii) all rights and obligations of such Rejecting Lenders under this Agreement and under the other Loan Documents (including, without limitation, their Commitment and all Loans owing to them) shall have been assigned, within 90 days following such Extension Request, in accordance with Section 2.21, to one or more Replacement Lenders who shall have approved in writing such Extension Request at the time of such assignment, and (iii) no other Lender shall have given written notice to the Agent of such Lender's withdrawal of its approval of the Extension Request, the Agent shall promptly so notify the Borrower, each Lender and the Issuing Bank and the Facility Termination Date shall be extended by one year, and in such event the Borrower may thereafter request further extension(s) as provided in Section 2.20(a). (c) Within ten days of the Agent's notice to the Borrower that all of the Lenders have approved an Extension Request (whether pursuant to Section 2.20(a) or 2.20(b)), the Borrower shall pay to the Agent for the account of each Lender an extension fee equal to each the product of (i) such NonLender's Commitment and (ii)(A) the fee set forth in Schedule 2.20 hereto with respect to such Lender (or such Lender's predecessor-Renewing Committed Purchaser’s Commitment on in-interest if such Lender acquires its interest by assignment) or (B) if such Lender is an Additional Lender, the then current Facility Termination Datefee agreed to by the Borrower and such Additional Lender.

Extension of Facility Termination Date. The Seller may (a) So long as no Unmatured Default or Default has occurred and is continuing and subject to the conditions set forth in Section 2.21(c), the Borrower may, not more than two (2) times during the term of this Agreement after the SecondThird Amendment Effective Date, no earlier than sixty (60) days and no later than thirty (30) days prior to each anniversary of the SecondThird Amendment Effective Date (such anniversary, an “Extension Date”) request through written notice to the Administrative Agent (the “Extension Notice”), that the Lenders extend the then existing Facility Termination Date for an additional one-year period. Each Lender, acting in its sole discretion, shall, by notice to the Administrative Agent no later than the applicable Extension Date (except in the year in which the then existing Facility Termination Date shall occur, in which case such written notice shall be delivered by the Lenders no later than fifteen (15) days prior to the then existing Facility Termination Date) (such date, the “Consent Date”), advise any Managing the Administrative Agent in writing of its desire to extend (any such Lender, a “Consenting Lender”) or not to so extend (any such Lender, a “Non-Consenting 50 15484836v115484836v9 Lender”) such date. Any Lender that does not advise the Administrative Agent by the Consent Date shall be deemed to be a Non-Consenting Lender. No Lender shall be under any obligation or commitment to extend the then existing Facility Termination Date. The election of any Lender to agree to such extension shall not obligate any other Lender to agree to such extension. The Borrower may not request any extension of the Facility Termination Date for an additional period not exceeding 364 daysunder this Section 2.21 unless the Borrower shall have obtained all required approval orders of any public utilities commission or any other regulatory body having jurisdiction over the Borrower. (b) On the Consent Date, provided such request is made not if Lenders holding Commitments that aggregate more than 90 days prior to50% of the Aggregate Commitments shall have agreed to such extension, and not less than 60 days prior to, then the then current existing Facility Termination Date applicable to the Consenting Lenders shall be extended to the date that is one (1) year after the then existing Facility Termination Date applicable to such Consenting Lenders. All Advances of each Non-Consenting Lender shall be subject to the then existing Facility Termination Date. Each Managing Agent so advised by the Seller shall promptly notify each Committed Purchaser in its related Purchaser Group of any , applicable to such request Non-Consenting Lender prior to and each without giving effect to such Committed Purchaser shall notify its related Managing Agentextension (such date, the Collateral Agent and the Seller of its decision to accept or decline the request for such extension no later than 30 days prior to the then current Facility “Prior Termination Date (it being understood that each Committed Purchaser may accept or decline such request in its sole discretion and on such terms as it may elect, and the failure to so notify its Managing Agent, the Collateral Agent and the Seller shall be deemed an election not to extend by such Committed PurchaserDate”). In the event that of an extension of the then existing Facility Termination Date pursuant to this Section 2.21, the Borrower shall have the right, at least one Committed Purchaser agrees its own expense, to extend solicit commitments from existing Lenders and/or other banks or financial institutions reasonably acceptable to the Facility Administrative Agent, the LC Issuers and the Swingline Lender (each, an “Eligible Replacement Lender”) to replace the Commitment of any Non-Consenting Lenders for the remaining duration of this Agreement. Any Eligible Replacement Lender (if not already a Lender hereunder) shall become a party to this Agreement as a Lender by delivering an executed Joinder Agreement to the Administrative Agent and the Borrower. The Commitment of each Non-Consenting Lender shall terminate on the Prior Termination Date, all Advances and other amounts payable hereunder to such Non-Consenting Lenders shall be subject to the Seller PartiesPrior Termination Date and, to the extent such Non-Consenting Lender’s Commitment is not replaced as provided above, the Collateral Agent, the extending Committed Purchasers and the applicable Managing Agent or Managing Agents shall enter into such documents as such extending Committed Purchasers may deem necessary or appropriate to reflect such extension, and all reasonable costs and expenses incurred by such Committed Purchasers, the Managing Agents and the Collateral Agent (including reasonable attorneys’ fees) Commitments hereunder shall be paid reduced by the Selleramount of the Commitment of each such Non-Consenting Lender so terminated on the Prior Termination Date. In Notwithstanding anything to the event that any Committed Purchaser (a) declines the request to extend contrary in this Section 2.21, the Facility Termination Date shall not be extended unless the aggregate Commitments of the Consenting Lenders and any Eligible Replacement Lenders joining this Agreement pursuant to this Section 2.21(b) are greater than or equal to the Aggregate Outstanding Credit Exposure as of each Prior Termination Date. (bc) is An extension of the Facility Termination Date pursuant to this Section 2.21 shall only become effective upon the receipt by the Administrative Agent of a certificate (the statements contained in which shall be true) of a Purchaser Group with respect duly authorized officer of the Borrower stating that both before and after giving effect to which the Seller did not seek an such extension of the Facility Termination Date (each i) no Default has occurred and is continuing and (ii) all representations and warranties contained in Article 5 are true and correct in all material respects on and as of the date such Committed Purchaser being referred to herein extension is made, except for such representations or warranties which by their terms are made as a “Non-Renewing Committed Purchaser”), and, in the case of a Non-Renewing Committed Purchaser described in clause (a)specified date, the Commitment which shall be true and correct as of such Non-Renewing Committed Purchaser is not assigned to another Person in accordance with specified date. (d) Effective on and after the terms of this Article XI prior to the then current Facility Prior Termination Date, (i) each of the Purchase Limit Non-Consenting Lenders shall be reduced by an amount equal to automatically released from their respective LC Obligations and, (ii) the LC Obligations of each such Lender (other than the Non-Renewing Committed PurchaserConsenting Lenders) shall be automatically adjusted to equal such Lender’s Commitment on Pro Rata Share of such LC Obligations. and (iii) the then current Facility Termination Date.Borrower shall Cash Collateralize the LC Obligations to the extent such LC Obligations exceed the 15484836v115484836v9

Extension of Facility Termination Date. The Seller may (a) So long as no Unmatured Default or Default has occurred and is continuing and subject to the conditions set forth in Section 2.21(c), the Borrower may, no earlier than sixty (60) days and no later than thirty (30) days prior to each anniversary of the Closing Date (such anniversary, an “Extension Date”) request through written notice to the Administrative Agent (the “Extension Notice”), that the Lenders extend the then existing Facility Termination Date for an additional one-year period. Each Lender, acting in its sole discretion, shall, by notice to the Administrative Agent no later than the applicable Extension Date (except in the year in which the then existing Facility Termination Date shall occur, in which case such written notice shall be delivered by the Lenders no later than fifteen (15) days prior to the then existing Facility Termination Date) (such date, the “Consent Date”), advise any Managing the Administrative Agent in writing of its desire to extend (any such Lender, a “Consenting Lender”) or not to so extend (any such Lender, a “Non-Consenting Lender”) such date. Any Lender that does not advise the Facility Termination Administrative Agent by the Consent Date for an additional period not exceeding 364 days, provided such request is made not more than 90 days prior to, and not less than 60 days prior to, shall be deemed to be a Non-Consenting Lender. No Lender shall be under any obligation or commitment to extend the then current existing Facility Termination Date. Each Managing Agent so advised by the Seller shall promptly notify each Committed Purchaser in its related Purchaser Group The election of any such request and each such Committed Purchaser shall notify its related Managing Agent, the Collateral Agent and the Seller of its decision Lender to accept or decline the request for agree to such extension no later shall not obligate any other Lender to agree to such extension. (b) If Lenders holding Commitments that aggregate more than 30 days prior 50% of the Aggregate Commitments on the Consent Date shall have agreed to such extension, then the then existing Facility Termination Date applicable to the Consenting Lenders shall be extended to the date that is one (1) year after the then existing Facility Termination Date. All Advances of each Non-Consenting Lender shall be subject to the then current existing Facility Termination Date Date, without giving effect to such extension (it being understood that each Committed Purchaser may accept or decline such request in its sole discretion and on such terms as it may elect, and the failure to so notify its Managing Agentdate, the Collateral Agent and the Seller shall be deemed an election not to extend by such Committed Purchaser“Prior Termination Date”). In the event that of an extension of the then existing Facility Termination Date pursuant to this Section 2.21, the Borrower shall have the right, at least one Committed Purchaser agrees its own expense, to extend solicit commitments from existing Lenders and/or other banks or financial institutions reasonably acceptable to the Facility Administrative Agent and the LC Issuing Bank (each, an “Eligible Replacement Lender”) to replace the Commitment of any Non-Consenting Lenders for the remaining duration of this Agreement. Any Eligible Replacement Lender (if not already a Lender hereunder) shall become a party to this Agreement as a Lender by delivering an executed Joinder Agreement to the Administrative Agent and the Borrower. The Commitment of each Non-Consenting Lender shall terminate on the Prior Termination Date, all Advances and other amounts payable hereunder to such Non-Consenting Lenders shall be subject to the Seller PartiesPrior Termination Date and, to the extent such Non-Consenting Lender’s Commitment is not replaced as provided above, the Collateral Agent, the extending Committed Purchasers and the applicable Managing Agent or Managing Agents shall enter into such documents as such extending Committed Purchasers may deem necessary or appropriate to reflect such extension, and all reasonable costs and expenses incurred by such Committed Purchasers, the Managing Agents and the Collateral Agent (including reasonable attorneys’ fees) Commitments hereunder shall be paid reduced by the Selleramount of the Commitment of each such Non-Consenting Lender so terminated on the Prior Termination Date. In Notwithstanding anything to the event that any Committed Purchaser (a) declines the request to extend contrary in this Section 2.21, the Facility Termination Date shall not be extended unless the aggregate Commitments of the Consenting Lenders and any Eligible Replacement Lenders joining this Agreement pursuant to this Section 0 are greater than or equal to the Aggregate Outstanding Credit Exposure as of each Prior Termination Date. (bc) is An extension of the Facility Termination Date pursuant to this Section 2.21 shall only become effective upon the receipt by the Administrative Agent of a certificate (the statements contained in which shall be true) of a Purchaser Group with respect duly authorized officer of the Borrower stating that both before and after giving effect to which the Seller did not seek an such extension of the Facility Termination Date (each i) no Event of Default has occurred and is continuing and (ii) all representations and warranties contained in Article 5 are true and correct in all material respects on and as of the date such Committed Purchaser being referred to herein extension is made, except for such representations or warranties which by their terms are made as a “Non-Renewing Committed Purchaser”), and, in the case of a Non-Renewing Committed Purchaser described in clause (a)specified date, the Commitment which shall be true and correct as of such Non-Renewing Committed Purchaser is not assigned to another Person in accordance with specified date. (d) Effective on and after the terms of this Article XI prior to the then current Facility Prior Termination Date, (i) each of the Purchase Limit Non-Consenting Lenders shall be reduced by an amount equal to automatically released from their respective LC Obligations and (ii) the LC Obligations of each such Lender (other than the Non-Renewing Committed PurchaserConsenting Lenders) shall be automatically adjusted to equal such Lender’s Commitment on the then current Facility Termination DatePro Rata Share of such LC Obligations.

Extension of Facility Termination Date. The Seller Provided that the Term-Out Period has not commenced, the Borrower may advise any Managing Agent request, but not more than once in writing each fiscal year of its desire to extend the Borrower and on no more than two occasions in the aggregate after the Effective Date, an extension of the Facility Termination Date for the Extending Lenders by submitting a request for an additional period not exceeding 364 daysextension to the Designated Agent (an “Extension Request”). The Extension Request must specify the new Facility Termination Date requested by the Borrower with respect thereto (“Extension Date”), provided such request is made which shall be not more than 90 days prior tofive (5) years from the effective date such extension becomes effective in accordance with the provisions of this Section. The Extension Request shall be accompanied by a certificate, signed by an Authorized Officer, stating that on the date of the Extension Request, no Default or Event of Default has occurred and not less than 60 days prior tois continuing and that all of the representations and warranties in Article V are true and correct in all material respects (except (i) to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects on and as of such earlier date and (ii) to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects). On the Extension Date, the then current Facility Termination Borrower shall deliver a certificate, signed by an Authorized Officer, stating that on the Extension Date, no Default or Event of Default has occurred and is continuing and that all of the representations and warranties in Article V are true and correct in all material respects (except (i) to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects on and as of such earlier date and (ii) to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects). Promptly upon receipt of an Extension Request, the Designated Agent shall notify each Lender of the contents thereof and shall request each Lender to approve the Extension Request (which approval may be given or withheld by each Lender in its sole discretion). Each Managing Agent so advised by the Seller shall promptly notify each Committed Purchaser in Lender may, at its related Purchaser Group of any such request and each such Committed Purchaser shall notify its related Managing Agentelection, the Collateral Agent and the Seller approve or deny an extension of its decision to accept or decline the request for such extension no later than 30 days prior to the then current Facility Termination Date (it being understood that no Lender shall be under any obligation to approve an extension of its Facility Termination Date). Each Lender approving an Extension Request shall deliver its written approval no later than 75 days following such Extension Request. If written approval of the Required Lenders is not received by the Designated Agent within such 75-day period, the Extension Request shall be denied. If such written approval of the Required Lenders is received by the Designated Agent within such 75-day period, the Facility Termination Date for such Lenders shall be extended to the Extension Date specified in the Extension Request, but only with respect to the Commitments of the Lenders that have given such written approval. Except to the extent that a Lender that did not give its written approval to such Extension Request (“Declining Lender”) is replaced prior to its Declining Lender’s Termination Date as provided in Section 2.20, then (a) the Aggregate Commitment shall be decreased by the Commitment of each Committed Purchaser may accept or decline such request in its sole discretion and Declining Lender, which Declining Lender’s Commitment shall terminate on such terms as it may elect, (and the failure to so notify its Managing Agent, the Collateral Agent and the Seller Aggregate Commitment shall be deemed an election not to extend by such Committed Purchaser). In the event that at least one Committed Purchaser agrees to extend decrease effective as of) the Facility Termination Date, as determined prior to such Extension Request (the Seller Parties, “Declining Lender’s Termination Date”) and (b) the Collateral Agent, the extending Committed Purchasers and the applicable Managing Agent or Managing Agents shall enter into such documents as such extending Committed Purchasers may deem necessary or appropriate to reflect such extension, Loans and all reasonable costs interest, fees and expenses incurred by other amounts owed to such Committed Purchasers, the Managing Agents and the Collateral Agent (including reasonable attorneys’ fees) Declining Lender shall be paid in full on each such Declining Lender’s Termination Date; provided, however, if prior to the Declining Lender’s Termination Date, a Declining Lender that has not been replaced as provided in Section 2.20 subsequently determines to extend its Commitment, that Lender (at its option and with the written consent of the Borrower but without the consent of any other person) may extend the maturity of its commitment to the Extension Date pursuant to a supplement to this Agreement executed by such Lender and the Seller. In Borrower and delivered to the event that any Committed Purchaser Designated Agent prior to the applicable Declining Lender Termination Date, in which case (a) declines the request to extend the Facility Termination Date or Aggregate Commitment shall not be decreased by that Xxxxxx’s Commitment, (b) is in a Purchaser Group with respect to which the Seller did not seek an extension of the Facility Termination Date (each such Committed Purchaser being referred to herein as a there will be no “Non-Renewing Committed Purchaser”), and, in the case of a Non-Renewing Committed Purchaser described in clause (a), the Commitment of such Non-Renewing Committed Purchaser is not assigned to another Person in accordance with the terms of this Article XI prior to the then current Facility Declining Lender’s Termination Date, the Purchase Limit shall be reduced by an amount equal to each ” for such Non-Renewing Committed PurchaserLender and (c) such Lender’s Commitment shall terminate on the then current Facility Termination most recently effective Extension Date.

Extension of Facility Termination Date. The Seller may (a) So long as no Unmatured Default or Default has occurred and is continuing and subject to the conditions set forth in Section 2.21(c), the Borrower may, not more than two (2) times during the term of this Agreement after the First Amendment Effective Date, no earlier than sixty (60) days and no later than thirty (30) days prior to each anniversary of the Closing Date (such anniversary, an “Extension Date”) request through written notice to the Administrative Agent (the “Extension Notice”), that the Lenders extend the then existing Facility Termination Date for an additional one-year period. Each Lender, acting in its sole discretion, shall, by notice to the Administrative Agent no later than the applicable Extension Date (except in the year in 12604453v 1 24740.000 246 which the then existing Facility Termination Date shall occur, in which case such written notice shall be delivered by the Lenders no later than fifteen (15) days prior to the then existing Facility Termination Date) (such date, the “Consent Date”), advise any Managing the Administrative Agent in writing of its desire to extend (any such Lender, a “Consenting Lender”) or not to so extend (any such Lender, a “Non-Consenting Lender”) such date. Any Lender that does not advise the Facility Termination Administrative Agent by the Consent Date for an additional period not exceeding 364 days, provided such request is made not more than 90 days prior to, and not less than 60 days prior to, shall be deemed to be a Non-Consenting Lender. No Lender shall be under any obligation or commitment to extend the then current existing Facility Termination Date. Each Managing Agent so advised by the Seller shall promptly notify each Committed Purchaser in its related Purchaser Group The election of any such request and each such Committed Purchaser shall notify its related Managing Agent, the Collateral Agent and the Seller of its decision Lender to accept or decline the request for agree to such extension no later shall not obligate any other Lender to agree to such extension. (b) On the Consent Date, if Lenders holding Commitments that aggregate more than 30 days prior 50% of the Aggregate Commitments shall have agreed to such extension, then the then existing Facility Termination Date applicable to the Consenting Lenders shall be extended to the date that is one (1) year after the then existing Facility Termination Date. All Advances of each Non-Consenting Lender shall be subject to the then current existing Facility Termination Date Date, without giving effect to such extension (it being understood that each Committed Purchaser may accept or decline such request in its sole discretion and on such terms as it may elect, and the failure to so notify its Managing Agentdate, the Collateral Agent and the Seller shall be deemed an election not to extend by such Committed Purchaser“Prior Termination Date”). In the event that of an extension of the then existing Facility Termination Date pursuant to this Section 2.21, the Borrower shall have the right, at least one Committed Purchaser agrees its own expense, to extend solicit commitments from existing Lenders and/or other banks or financial institutions reasonably acceptable to the Facility Administrative Agent, the LC Issuers and the Swingline Lender (each, an “Eligible Replacement Lender”) to replace the Commitment of any Non-Consenting Lenders for the remaining duration of this Agreement. Any Eligible Replacement Lender (if not already a Lender hereunder) shall become a party to this Agreement as a Lender by delivering an executed Joinder Agreement to the Administrative Agent and the Borrower. The Commitment of each Non-Consenting Lender shall terminate on the Prior Termination Date, all Advances and other amounts payable hereunder to such Non-Consenting Lenders shall be subject to the Seller PartiesPrior Termination Date and, to the extent such Non-Consenting Lender’s Commitment is not replaced as provided above, the Collateral Agent, the extending Committed Purchasers and the applicable Managing Agent or Managing Agents shall enter into such documents as such extending Committed Purchasers may deem necessary or appropriate to reflect such extension, and all reasonable costs and expenses incurred by such Committed Purchasers, the Managing Agents and the Collateral Agent (including reasonable attorneys’ fees) Commitments hereunder shall be paid reduced by the Selleramount of the Commitment of each such Non-Consenting Lender so terminated on the Prior Termination Date. In Notwithstanding anything to the event that any Committed Purchaser (a) declines the request to extend contrary in this Section 2.21, the Facility Termination Date shall not be extended unless the aggregate Commitments of the Consenting Lenders and any Eligible Replacement Lenders joining this Agreement pursuant to this Section 2.21(b) are greater than or equal to the Aggregate Outstanding Credit Exposure as of each Prior Termination Date. (bc) is An extension of the Facility Termination Date pursuant to this Section 2.21 shall only become effective upon the receipt by the Administrative Agent of a certificate (the statements contained in which shall be true) of a Purchaser Group with respect duly authorized officer of the Borrower stating that both before and after giving effect to which the Seller did not seek an such extension of the Facility Termination Date (each i) no Default has occurred and is continuing and (ii) all representations and warranties contained in Article 5 are true and correct in all material respects on and as of the date such Committed Purchaser being referred to herein extension is made, except for such representations or warranties which by their terms are made as a “Non-Renewing Committed Purchaser”), and, in the case of a Non-Renewing Committed Purchaser described in clause (a)specified date, the Commitment which shall be true and correct as of such Non-Renewing Committed Purchaser is not assigned to another Person in accordance with specified date. (d) Effective on and after the terms of this Article XI prior to the then current Facility Prior Termination Date, (i) each of the Purchase Limit Non-Consenting Lenders shall be reduced by an amount equal to automatically released from their respective LC Obligations and (ii) the LC Obligations of each such Lender (other than the Non-Renewing Committed PurchaserConsenting Lenders) shall be automatically adjusted to equal such Lender’s Commitment on the then current Facility Termination Date.Pro Rata Share of such LC Obligations. 12604453v 1 24740.000 246

Extension of Facility Termination Date. The Seller may advise any Managing Agent in writing of its desire to extend the Facility Termination Date for an additional period not exceeding 364 days, provided such request is made not more than 90 days prior to, and not less than 60 days prior to, the then current Facility Termination Date. Each Managing Agent so advised by the Seller shall promptly notify each Committed Purchaser in its related Purchaser Group of any such request and each such Committed Purchaser shall notify its related Managing Agent, the Collateral Agent and the Seller of its decision to accept or decline the request for such extension no later than 30 days prior to the then current Facility Termination Date (it being understood that each Committed Purchaser may accept or decline such request in its sole discretion and on such terms as it may elect, and the failure to so notify its Managing Agent, the Collateral Agent and the Seller shall be deemed an election not to extend by such Committed Purchaser). In the event that at least one Committed Purchaser agrees to extend the Facility Termination Date, the Seller Parties, the Collateral Agent, the extending Committed Purchasers and the applicable Managing Agent or Managing Agents shall enter into such documents as such extending Committed Purchasers may deem necessary or appropriate to reflect such extension, and all reasonable costs and expenses incurred by such Committed Purchasers, the Managing Agents and the Collateral Agent (including reasonable attorneys’ fees) shall be paid by the Seller. In the event that any Committed Purchaser (a) declines the The Borrower may request to extend the Facility Termination Date or (b) is in a Purchaser Group with respect to which the Seller did not seek an one-year extension of the Facility Termination Date (each such Committed Purchaser being referred by submitting a request for an extension to herein as a “Non-Renewing Committed Purchaser”), and, in the case of a Non-Renewing Committed Purchaser described in clause (a), the Commitment of such Non-Renewing Committed Purchaser is not assigned to another Person in accordance with the terms of this Article XI Agent no more than 27 months nor less than 25 months prior to the then current scheduled Facility Termination Date. At the time of or prior to the delivery of such request, the Purchase Limit Borrower shall propose to the Agent the amount of the fees that the Borrower would agree to pay with respect to such one-year extension if approved by the Lenders (such request, together with the fee proposal, being herein referred to as the "Extension Request"). Promptly upon (but not later than five Business Days after) receipt of the Extension Request, the Agent shall notify each Lender of the contents thereof and shall request each Lender to approve the Extension Request. Each Lender approving the Extension Request shall deliver its written approval no later than 30 days later than the date of the Extension Request. If the approval of each of the Lenders is received by the Agent within 30 days of the date of the Extension Request (or as otherwise provided in Section 2.20(b)), the Agent shall promptly so notify the Borrower, each Lender (including the Swing Line Bank) and the Issuing Bank, and the Facility Termination Date shall be reduced extended by an amount equal to each one year, and in such Non-Renewing Committed Purchaser’s Commitment on event the Borrower may thereafter request further extension(s) of the then current scheduled Facility Termination DateDate in accordance with this Section 2.20. If any of the Lenders does not deliver to the Agent such Lender's written approval to any Extension Request within the 30 days of the date of such Extension Request, the Facility Termination Date shall not be extended, except as otherwise provided in Section 2.20(b). (b) If (i) any Lenders whose pro rata shares of the Aggregate Commitment do not exceed (in the aggregate) 20% of the Aggregate Commitment ("Rejecting Lenders") shall not approve an Extension Request, (ii) all rights and obligations of such Rejecting Lenders under this Agreement and under the other Loan Documents (including, without limitation, their Commitment and all Loans owing to them) shall have been assigned, within 90 days following such Extension Request, in accordance with Section 2.21, to one or more Replacement Lenders who shall have approved in writing such Extension Request at the time of such assignment, and (iii) no other Lender shall have given written notice to the Agent of such Lender's withdrawal of its approval of the Extension Request, the Agent shall promptly so notify the Borrower, each Lender and the Issuing Bank and the Facility Termination Date shall be extended by one year,

Extension of Facility Termination Date. The Seller Borrower may advise any Managing Agent in writing of its desire to extend the Facility Termination Date for an additional period not exceeding 364 days, provided such request is made not more than 90 days prior to, and not less than 60 days prior to, the then current Facility Termination Date. Each Managing Agent so advised by the Seller shall promptly notify each Committed Purchaser in its related Purchaser Group of any such request and each such Committed Purchaser shall notify its related Managing Agent, the Collateral Agent and the Seller of its decision to accept or decline the request for such extension no later than 30 days prior to the then current Facility Termination Date (it being understood that each Committed Purchaser may accept or decline such request in its sole discretion and on such terms as it may elect, and the failure to so notify its Managing Agent, the Collateral Agent and the Seller shall be deemed an election not to extend by such Committed Purchaser). In the event that at least one Committed Purchaser agrees to extend the Facility Termination Date, the Seller Parties, the Collateral Agent, the extending Committed Purchasers and the applicable Managing Agent or Managing Agents shall enter into such documents as such extending Committed Purchasers may deem necessary or appropriate to reflect such extension, and all reasonable costs and expenses incurred by such Committed Purchasers, the Managing Agents and the Collateral Agent (including reasonable attorneys’ fees) shall be paid by the Seller. In the event that any Committed Purchaser (a) declines the request to extend the Facility Termination Date or (b) is in a Purchaser Group with respect to which the Seller did not seek an extension of the Facility Termination Date for a period of one year on each of October 22, 1997, and, if such first extension shall have become effective in accordance with the provisions of this SECTION 2.19, October 22, 1998, and, if the second extension shall have become effective in accordance with the provisions of this SECTION 2.19, October 22, 1999, by delivering a notice of such request in the form attached hereto as EXHIBIT H (an "EXTENSION REQUEST") to the Agent no more than 90 days and no fewer than 60 days preceding the relevant extension date. The Agent shall promptly notify each Lender of a requested extension. On or before the 30th day (or if such day is not a Business Day, the next succeeding Business Day) preceding the relevant extension date (the "EXTENSION NOTIFICATION DATE"), each Lender shall notify the Agent whether that Lender consents to the requested extension of the Facility Termination Date, which consent may be given or withheld by each Lender in its sole and absolute discretion. Any Lender that fails to notify the Agent of its consent or non-consent by the Extension Notification Date will be deemed to have withheld consent (each such Committed Purchaser being Lender together with each Lender that has provided notice of its non-consent to be referred to herein as a “"NON-CONSENTING LENDER"). If as of the close of business on the Extension Notification Date, any Lender is a Non-Renewing Committed Purchaser”Consenting Lender, the Agent shall immediately so advise the Borrower. During the period beginning on the first day following the Extension Notification Date and ending on the relevant extension date, each Non-Consenting Lender will, at the request of the Borrower, either (a) assign without recourse or warranty all of its rights and obligations under this Agreement (i) first, to the Lenders who have consented to the extension and are willing to accept such assignment, subject to ratable allocation by the Agent among such Lenders and (ii) to the extent such Non-Consenting Lender's rights and obligations hereunder have not been assigned to an existing Lender as contemplated in the foregoing clause (i), andto another financial institution, nominated by the Borrower and acceptable to the Agent, that is willing to become a Lender hereunder through the Facility Termination Date as extended in accordance with the case relevant Extension Request or (b) terminate its Commitment hereunder; PROVIDED, that upon such Non-Consenting Lender's replacement or cancellation of such Non-Consenting Lender's Commitment, such Non-Consenting Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of SECTIONS 3.1, 3.2, 3.4, 3.5 and 9.7, as well as to any fees accrued for its account hereunder and not yet paid, and shall continue to be obligated under SECTION 10.8 to the extent such obligations relate to the period such Non-Extending Lender is a Lender hereunder. The obligation of a Non-Renewing Committed Purchaser described Consenting Lender to assign its rights and obligations hereunder or terminate its Commitment hereunder as contemplated by this SECTION 2.19 is subject to the requirements that (x) all amounts owing to that Non-Consenting Lender under the Loan Documents, including, without limitation, any amounts owing pursuant to SECTION 3.4, are paid in clause (a), full upon the Commitment completion of such Non-Renewing Committed Purchaser assignment or prior to such termination and (y) any assignment is not assigned to another Person effected in accordance with the terms of this Article XI SECTION 12.3 and on terms otherwise satisfactory to the Non-Consenting Lender (it being understood that Borrower shall pay the processing fee payable to the Agent pursuant to SECTION 12.3.2 in connection with any such assignment). A requested extension of the Facility Termination Date shall become effective only if (1) it has been approved by the Required Lenders as of the close of business on the Extension Notification Date, and (2) prior to the then current expiration of the ensuing period described above, each Non-Consenting Lender has either (A) assigned all of its rights and obligations hereunder to a successor financial institution or (B) terminated its Commitment hereunder and the Aggregate Commitment has been reduced correspondingly. In any other event, the requested extension will be deemed to have been denied and the Facility Termination Date, the Purchase Limit shall be reduced by an amount equal Date will remain unchanged without liability to each such any Non-Renewing Committed Purchaser’s Commitment on the then current Facility Termination DateConsenting Lender.

Extension of Facility Termination Date. The Seller Borrower may advise any Managing Agent in writing of its desire to extend the Facility Termination Date for an additional period not exceeding 364 days, provided such request is made not more than 90 days prior to, and not less than 60 days prior to, the then current Facility Termination Date. Each Managing Agent so advised by the Seller shall promptly notify each Committed Purchaser in its related Purchaser Group of any such request and each such Committed Purchaser shall notify its related Managing Agent, the Collateral Agent and the Seller of its decision to accept or decline the request for such extension no later than 30 days prior to the then current Facility Termination Date (it being understood that each Committed Purchaser may accept or decline such request in its sole discretion and on such terms as it may elect, and the failure to so notify its Managing Agent, the Collateral Agent and the Seller shall be deemed an election not to extend by such Committed Purchaser). In the event that at least one Committed Purchaser agrees to extend the Facility Termination Date, the Seller Parties, the Collateral Agent, the extending Committed Purchasers and the applicable Managing Agent or Managing Agents shall enter into such documents as such extending Committed Purchasers may deem necessary or appropriate to reflect such extension, and all reasonable costs and expenses incurred by such Committed Purchasers, the Managing Agents and the Collateral Agent (including reasonable attorneys’ fees) shall be paid by the Seller. In the event that any Committed Purchaser (a) declines the request to extend the Facility Termination Date or (b) is in a Purchaser Group with respect to which the Seller did not seek an one-year extension of the Facility Termination Date by submitting a request for a one-year extension of the Facility Termination Date to the Agent (each such Committed Purchaser being referred an "Extension Request") no more than 90 and no less than 60 days prior to herein as a “Non-Renewing Committed Purchaser”), and, in the case original Facility Termination Date. Promptly upon receipt of a Non-Renewing Committed Purchaser described in clause (a)an Extension Request, the Commitment Agent shall notify each Lender thereof and shall request each Lender to approve the Extension Request. Such approval shall be at the Required Lenders' sole election and not binding upon Lender who do not approve of such Non-Renewing Committed Purchaser extension. Each Lender approving the Extension Request shall deliver its written consent no later than 15 days prior to such original Facility Termination Date. If the consent of the Required Lenders is not assigned received by the Agent, the Facility Termination Date shall be extended by one year and the Agent shall promptly notify the Borrower and each Lender of the new Facility Termination Date. Such extension of the Agreement shall be subject to another Person in accordance with the terms of this Article XI prior the original Agreement. Borrower shall be charged a fee equal to 3/16% of the then current Facility Termination Date, amount of the Purchase Limit Aggregate Commitment based on the Commitments of the Lenders who have agreed to such extension (the "Extension Fee"). No Lender shall be obligated to extend if they did not approve the extension and the Aggregate Commitment shall be reduced by the amounts of the Commitments of such Lenders not extending. Borrower shall have the right to replace any Lender that does not agree to the extension provided that: (a) Borrower notifies such Lender that it has elected to replace such Lender and notifies such Lender and the Administrative Agent of the identity of the proposed replacement Lender at least 15 days prior to the original Facility Termination Date and (b) the proposed replacement Lender is approved by the Agent. The Lender being replaced shall assign its Percentage of the Aggregate Commitment and its rights and obligations under this Facility to the replacement Lender pursuant to an amount equal to each Assignment substantially in the form of Exhibit E and the replacement Lender shall assume such Non-Renewing Committed Purchaser’s Percentage of the Aggregate Commitment on and the then current related obligations under this Facility as of the original Facility Termination Date. The purchase by the replacement Lender shall be at par (plus all accrued and unpaid interest and any other sums owed to such Lender being replaced hereunder) which shall be paid to the Lender being replaced upon the execution and delivery of the Assignment.

Extension of Facility Termination Date. (i) The Seller Borrower may advise any Managing Agent in writing of its desire to extend the Facility Termination Date for an additional period not exceeding 364 days, provided such request is made not more than 90 days prior to, and not less than 60 days prior to, the then current Facility Termination Date. Each Managing Agent so advised by the Seller shall promptly notify each Committed Purchaser in its related Purchaser Group of any such request and each such Committed Purchaser shall notify its related Managing Agent, the Collateral Agent and the Seller of its decision to accept or decline the request for such extension no later than 30 days prior to the then current Facility Termination Date (it being understood that each Committed Purchaser may accept or decline such request in its sole discretion and on such terms as it may elect, and the failure to so notify its Managing Agent, the Collateral Agent and the Seller shall be deemed an election not to extend by such Committed Purchaser). In the event that at least one Committed Purchaser agrees to extend the Facility Termination Date, the Seller Parties, the Collateral Agent, the extending Committed Purchasers and the applicable Managing Agent or Managing Agents shall enter into such documents as such extending Committed Purchasers may deem necessary or appropriate to reflect such extension, and all reasonable costs and expenses incurred by such Committed Purchasers, the Managing Agents and the Collateral Agent (including reasonable attorneys’ fees) shall be paid by the Seller. In the event that any Committed Purchaser (a) declines the request to extend the Facility Termination Date or (b) is in a Purchaser Group with respect to which the Seller did not seek an extension of the Facility Termination Date by submitting a request for an extension to the Administrative Agent (each such Committed Purchaser being referred to herein as a “Non-Renewing Committed Purchaser”), and, in the case of a Non-Renewing Committed Purchaser described in clause (a), the Commitment of such Non-Renewing Committed Purchaser is not assigned to another Person in accordance with the terms of this Article XI an "Extension Request") no more than 60 days prior to the then current Facility Termination Date. The Extension Request must specify the new Facility Termination Date requested by the Borrower and the date (which must be at least 30 days after the Extension Request is delivered to the Administrative Agent) as of which the Lenders must respond to the Extension Request (the "Response Date"). The new Facility Termination Date shall be no more than 364 days (the "Extension Period") after the Facility Termination Date in effect at the time the Extension Request is received, including the Facility Termination Date as one of the days in the calculation of the days elapsed. Promptly upon receipt of an Extension Request, the Purchase Limit Administrative Agent shall notify each Lender of the contents thereof and shall request each Lender to approve the Extension Request. Each Lender approving the Extension Request shall deliver its written consent no later than the Response Date, and the failure of a Lender to deliver its written consent to an Extension Request on or before the Response Date shall be deemed a rejection of the requested extension by such Lender. If the consent of the Required Lenders is received by the Administrative Agent, the Facility Termination Date specified in the Extension Request shall become effective on the existing Facility Termination Date as to such consenting Lenders only (and not as to any Lender which has not consented to such extension) and the Administrative Agent shall promptly notify the Borrower and each Lender of the new Facility Termination Date. Notwithstanding anything contained in this Agreement to the contrary, (a) subject to the provisions of SECTION 2.19(ii), all Obligations owing to the non-extending Lenders shall be due and payable on the Facility Termination Date without giving effect to any requested extension and (b) the Aggregate Commitment as of the commencement of the Extension Period shall be reduced by to an amount equal to the sum of the Commitments of the Lenders ultimately granting the Extension Request. (ii) A nonconsenting Lender shall be obligated, at the request of the Borrower, and subject to the nonconsenting Lender receiving payment in full of (a) the principal amount of all Advances owing to such nonconsenting Lender, and (b) all accrued interest and fees owing to such nonconsenting Lender and all other amounts owing to such nonconsenting Lender hereunder, to assign without representation, warranty (other than good title to its Advances) or expense to such nonconsenting Lender, at any time prior to the Facility Termination Date applicable to such nonconsenting Lender, all of its rights (other than rights that would survive the termination of this Agreement pursuant to SECTION 9.6) and obligations hereunder to one or more banks or other entities (the "Replacement Lenders") nominated by the Borrower and willing to take the place of such nonconsenting Lender; provided, that each such Non-Renewing Committed Purchaser’s Commitment on Replacement Lender satisfies all the then current Facility Termination Daterequirements of this Agreement and the Administrative Agent shall have consented to such assignment, which consent shall not be unreasonably withheld. Each such Replacement Lender shall be deemed to be a consenting Lender hereunder in replacement of the nonconsenting Lender.

Extension of Facility Termination Date. The Seller may advise any Managing Agent in writing of its desire Borrower shall have an option to extend the Facility Termination Date for an additional period one time, not exceeding 364 dayslonger than one year, provided such request is made not more than 90 days prior to, and not less than 60 days prior to, effective on the then current Facility Termination Date. Each Managing Agent so advised by Date then in effect, subject to the Seller shall promptly notify satisfaction of the following conditions precedent: (a) each Committed Purchaser in its related Purchaser Group of any such request and each such Committed Purchaser shall notify its related Managing Agent, the Collateral Agent Lenders and the Seller Administrative Agent have consented to the extension in their sole discretion (written notice of its decision such consent to accept or decline be delivered to Borrower together with the request for such requested extension fee (if applicable) no later than 30 thirty (30) days following receipt of the Extension Request delivered pursuant to clause (e) below; provided that if the Borrower fails to receive such consent from the Administrative Agent or any Lender within such thirty-day period, the Administrative Agent and such Lender, as applicable, shall be deemed to have denied such Extension Request); (b) as of the effective date of such extension, the representations and warranties of the Borrower, the Equityholder and the Servicer set forth herein and in the other Facility Documents are true and correct in all material respects with the same force and effect as if made on and as of such date (except to the extent that such representations and warranties expressly relate to an earlier date); provided that if a representation or warranty is qualified as to materiality, with respect to such representation or warranty, the foregoing materiality qualifier shall be disregarded for the purposes of this condition; (c) the Borrower shall have paid an extension fee to the Administrative Agent, for the account of each Lender, in an amount to be mutually agreed upon by the Borrower and such Lender; (d) no Default or Event of Default shall have occurred and be continuing on the date on which the Extension Request is delivered is given in accordance with the following clause (e) or on the Facility Termination Date then in effect; and (e) the Borrower shall have delivered an Extension Request with respect to the Facility Termination Date to the Administrative Agent not earlier than one year after the Closing Date and not later than one hundred twenty (120) days prior to the then current Facility Termination Date then in effect (it being understood that each Committed Purchaser may accept or decline such request in its sole discretion and on such terms as it may elect, and the failure to so notify its Managing Agent, the Collateral Agent and the Seller which shall be deemed an election not to extend promptly forwarded by such Committed Purchaser). In the event that at least one Committed Purchaser agrees to extend the Facility Termination Date, the Seller Parties, the Collateral Agent, the extending Committed Purchasers and the applicable Managing Administrative Agent or Managing Agents shall enter into such documents as such extending Committed Purchasers may deem necessary or appropriate to reflect such extension, and all reasonable costs and expenses incurred by such Committed Purchasers, the Managing Agents and the Collateral Agent (including reasonable attorneys’ fees) shall be paid by the Seller. In the event that any Committed Purchaser (a) declines the request to extend the Facility Termination Date or (b) is in a Purchaser Group with respect to which the Seller did not seek an extension of the Facility Termination Date (each such Committed Purchaser being referred to herein as a “Non-Renewing Committed Purchaser”), and, in the case of a Non-Renewing Committed Purchaser described in clause (a), the Commitment of such Non-Renewing Committed Purchaser is not assigned to another Person in accordance with the terms of this Article XI prior to the then current Facility Termination Date, the Purchase Limit shall be reduced by an amount equal to each such Non-Renewing Committed Purchaser’s Commitment on the then current Facility Termination DateLender).

Extension of Facility Termination Date. The Seller -------------------------------------- may request one or more one year extensions of the date referred to in clause (i) of the definition of Facility Termination Date (such date or such date as it may have been previously extended pursuant to this Amendment; hereinafter referred to as the "Facility Termination Date") by ------------------------- giving written notice of such request to the Agent during the month of November of any year, commencing in November, 2000. Upon its receipt of such notice, the Agent shall promptly advise any Managing each Investor of the request so made by the Seller. If, within 30 days after receipt of such requested extension, the Agent shall have been advised in writing by each Investor that such Investor consents to the requested extension of its desire to extend the Facility Termination Date, then the Facility Termination Date for an additional period not exceeding 364 daysshall be extended, provided effective on such request Facility Termination Date, to the date which is made not more than 90 days prior to, and not less than 60 days prior to, the then current first anniversary of the previously effective Facility Termination Date. Each Managing Agent so advised by the Seller shall promptly notify each Committed Purchaser in its related Purchaser Group of any such request and each such Committed Purchaser shall notify its related Managing Agent, the Collateral Agent and the Seller of its decision to accept or decline the request for such extension no later than 30 days prior Notwithstanding anything hereinabove to the then current Facility Termination Date contrary, (it being understood that each Committed Purchaser may accept or decline i) failure by any Investor to affirmatively advise the Agent of such request Investor's consent to any extension shall constitute a denial on the part of such Investor in its sole discretion and on respect of such terms as it may electrequest, and the failure to so notify its Managing Agent, the Collateral Agent and the Seller shall be deemed an election not to extend by such Committed Purchaser). In (ii) in the event that at least one Committed Purchaser agrees fewer than all of the Investors shall consent to extend any request for an extension of the Facility Termination Date, the Seller Parties, the Collateral Agent, the extending Committed Purchasers and the applicable Managing Agent or Managing Agents shall enter into such documents as such extending Committed Purchasers may deem necessary or appropriate to reflect such extension, and all reasonable costs and expenses incurred by such Committed Purchasers, the Managing Agents and the Collateral Agent (including reasonable attorneys’ fees) shall be paid by the Seller. In the event that any Committed Purchaser (a) declines the request to extend the Facility Termination Date or (b) is in a Purchaser Group with respect to which shall not be extended as so requested and the Agent shall promptly advise the Seller did not seek an extension of and the Facility Termination Date (each such Committed Purchaser being referred to herein as a “Non-Renewing Committed Purchaser”), and, in the case of a Non-Renewing Committed Purchaser described in clause (a), the Commitment Investors of such Non-Renewing Committed Purchaser is not assigned to another Person in accordance with the terms of this Article XI prior to the then current Facility Termination Date, the Purchase Limit shall be reduced by an amount equal to each such Non-Renewing Committed Purchaser’s Commitment on the then current Facility Termination Datefact."

Extension of Facility Termination Date. 2.23.1. The Seller Borrower may advise at any Managing time from time to time not more than seventy-five (75) days and not less than thirty (30) days prior to any anniversary of the Closing Date, by notice to the Administrative Agent in writing of its desire (who shall promptly notify the Lenders), request that each Lender extend (each such date on which an extension occurs, an “Extension Date”) such Lender’s then existing Facility Termination Date (the “Existing Facility Termination Date”) to extend the date that is one year after the Facility Termination Date then in effect for an additional period not exceeding 364 dayssuch Lender; provided, provided that (i) such request is notice shall be made not on a Business Day, (ii) no Extension Date shall occur if, after giving effect to such Extension Date, the Facility Termination Date shall be more than 90 five (5) years after such Extension Date and (iii) if such Extension Date is not a Business Day, such Extension Date shall be the next succeeding Business Day. 2.23.2. Each Lender, acting in its sole and individual discretion, shall, by notice to the Administrative Agent given not later than the date that is 15 days prior toafter the date on which the Administrative Agent received the Borrower’s extension request (the “Lender Notice Date”), and advise the Administrative Agent whether or not less than 60 days prior to, the then current such Lender agrees to such extension (each Lender that determines to so extend its Facility Termination Date, an “Extending Lender”). Each Managing Agent Lender that determines not to so advised by the Seller shall promptly notify each Committed Purchaser in extend its related Purchaser Group of any such request and each such Committed Purchaser shall notify its related Managing Agent, the Collateral Agent and the Seller of its decision to accept or decline the request for such extension no later than 30 days prior to the then current Facility Termination Date (it being understood that each Committed Purchaser may accept or decline a “Non-Extending Lender”) shall notify the Administrative Agent of such request fact promptly after such determination (but in its sole discretion and on such terms as it may electany event no later than the Lender Notice Date), and any Lender that does not so advise the failure to so notify its Managing Agent, Administrative Agent on or before the Collateral Agent and the Seller Lender Notice Date shall be deemed an to be a Non-Extending Lender. The election of any Lender to agree to such extension shall not obligate any other Lender to extend by such Committed Purchaser). In the event that at least one Committed Purchaser agrees to extend the Facility Termination Date, the Seller Parties, the Collateral Agent, the extending Committed Purchasers and the applicable Managing Agent or Managing Agents shall enter into such documents as such extending Committed Purchasers may deem necessary or appropriate to reflect such extensionso agree, and all reasonable costs it is understood and expenses incurred by such Committed Purchasers, the Managing Agents and the Collateral Agent (including reasonable attorneys’ fees) agreed that no Lender shall be paid have any obligation whatsoever to agree to any request made by the Seller. In the event that any Committed Purchaser (a) declines the request to extend the Facility Termination Date or (b) is in a Purchaser Group with respect to which the Seller did not seek an Borrower for extension of the Facility Termination Date. 2.23.3. The Administrative Agent shall promptly notify the Borrower of each Lender’s determination under this Section. 2.23.4. The Borrower shall have the right, but shall not be obligated, on or before the applicable Facility Termination Date (each such Committed Purchaser being referred to herein as a “for any Non-Renewing Committed Purchaser”), and, in the case of a Non-Renewing Committed Purchaser described in clause (a), the Commitment of Extending Lender to replace such Non-Renewing Committed Purchaser is Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more financial institutions that are Eligible Assignees (each, an “Additional Commitment Lender”) approved by the Administrative Agent, the LC Issuers and the Swing Line Lender (such approval not assigned to another Person be unreasonably withheld or delayed) in accordance with the terms procedures provided in Section 2.20, each of which Additional Commitment Lenders shall have entered into an Assignment and Assumption Agreement (in accordance with and subject to the restrictions contained in Section 12.3, with the Borrower obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Commitment Lenders shall, effective on or before the applicable Facility Termination Date for such Non-Extending Lender, assume a Commitment (and, if any such Additional Commitment Lender is already a Lender, its Commitment shall be in addition to such Lender’s Commitment hereunder on such date). Prior to any Non-Extending Lender being replaced by one or more Additional Commitment Lenders pursuant hereto, such Non-Extending Lender may elect, in its sole discretion, by giving irrevocable notice thereof to the Administrative Agent and the Borrower (which notice shall set forth such Lender’s new Facility Termination Date), to become an Extending Lender. The Administrative Agent may effect such amendments to this Article XI Agreement as are reasonably necessary to provide for any such extensions with the consent of the Borrower but without the consent of any other Lenders. 2.23.5. If (and only if) the total of the Commitments of the Lenders that have agreed to extend their Facility Termination Date is more than 50% of the aggregate amount of the Commitments in effect immediately prior to the then current Facility Termination applicable Extension Date, then, effective as of the applicable Extension Date, the Purchase Limit Facility Termination Date of each Extending Lender and of each Additional Commitment Lender shall be reduced extended to the date that is one year after the Existing Facility Termination Date (except that, if such date is not a Business Day, such Facility Termination Date as so extended shall be the next preceding Business Day) and each Additional Commitment Lender shall thereupon become a “Lender” for all purposes of this Agreement and shall be bound by the provisions of this Agreement as a Lender hereunder and shall have the obligations of a Lender hereunder. For purposes of clarity, it is acknowledged and agreed that the Facility Termination Date on any date of determination shall not be a date more than five (5) years after such date of determination, whether such determination is made before or after giving effect to any extension request made hereunder. 2.23.6. Notwithstanding the foregoing, (x) no more than two (2) extensions of the Facility Termination Date shall be permitted hereunder and (y) any extension of any Facility Termination Date pursuant to this Section 2.23 shall not be effective with respect to any Extending Lender unless: (i) no Default or Unmatured Default shall have occurred and be continuing on the applicable Extension Date and immediately after giving effect thereto; (ii) the representations and warranties of the Borrower set forth in this Agreement are true and correct on and as of the applicable Extension Date and after giving effect thereto, as though made on and as of such date (or to the extent that such representations and warranties specifically refer to an earlier date, as of such earlier date); and (iii) the Administrative Agent shall have received a certificate dated as of the applicable Extension Date from the Borrower signed by an amount equal Authorized Officer of the Borrower (A) certifying the accuracy of the foregoing clauses (i) and (ii) and (B) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such extension. 2.23.7. On the Facility Termination Date of each Non-Extending Lender, (i) the Commitment of each Non-Extending Lender shall automatically terminate and (ii) the Borrower shall repay such Non-Renewing Committed Purchaser’s Commitment Extending Lender in accordance with Section 2.8 (and shall pay to such Non-Extending Lender all of the other Obligations owing to it under this Agreement) and after giving effect thereto shall prepay any Revolving Loans outstanding on such date (and pay any additional amounts required pursuant to Section 3.4) to the extent necessary to keep outstanding Revolving Loans ratable with any revised Pro Rata Shares of the respective Lenders effective as of such date, and the Administrative Agent shall administer any necessary reallocation of the Aggregate Outstanding Credit Exposures (without regard to any minimum borrowing, pro rata borrowing and/or pro rata payment requirements contained elsewhere in this Agreement). It is understood and agreed that the Existing Facility Termination Date of each Non-Extending Lender shall remain unchanged and repayment of all obligations owed to them pursuant to this Agreement or any other Loan Document and the termination of their Commitments shall occur on the then current Existing Facility Termination Date without giving effect to such Extension Date. 2.23.8. This Section shall supersede any provisions in Section 8.2 or Section 11.2 to the contrary.

Extension of Facility Termination Date. The Seller Borrower may advise any Managing Agent in writing of its desire to extend the Facility Termination Date for an additional period not exceeding 364 days, provided such request is made one (but not more than 90 days prior to, and not less than 60 days prior to, the then current Facility Termination Date. Each Managing Agent so advised by the Seller shall promptly notify each Committed Purchaser in its related Purchaser Group of any such request and each such Committed Purchaser shall notify its related Managing Agent, the Collateral Agent and the Seller of its decision to accept or decline the request for such extension no later than 30 days prior to the then current Facility Termination Date (it being understood that each Committed Purchaser may accept or decline such request in its sole discretion and on such terms as it may elect, and the failure to so notify its Managing Agent, the Collateral Agent and the Seller shall be deemed an election not to extend by such Committed Purchaser). In the event that at least one Committed Purchaser agrees to extend the Facility Termination Date, the Seller Parties, the Collateral Agent, the extending Committed Purchasers and the applicable Managing Agent or Managing Agents shall enter into such documents as such extending Committed Purchasers may deem necessary or appropriate to reflect such extension, and all reasonable costs and expenses incurred by such Committed Purchasers, the Managing Agents and the Collateral Agent (including reasonable attorneys’ feesone) shall be paid by the Seller. In the event that any Committed Purchaser (a) declines the request to extend the Facility Termination Date or (b) is in a Purchaser Group with respect to which the Seller did not seek an extension of the Facility Termination Date of one (1) year by submitting a written request for such extension to the Administrative Agent (an “Extension Request”), provided that the Extension Request shall be delivered not earlier than the first anniversary of the Agreement Date and that the requested Facility Termination Date shall be not more than four (4) years after the date on which the Extension Request is received. Promptly following receipt of a Extension Request, the Administrative Agent shall notify each Lender of the contents thereof, shall request each Lender to approve the Extension Request, and shall specify the date (which must be at least 30 days after the Extension Request is delivered to the Lenders) as of which the Lenders must respond to the Extension Request (the “Reply Date”). If Lenders whose Pro Rata Shares equal or exceed in the aggregate 66- 2/3% of all Pro Rata Shares do not consent in writing to such Committed Purchaser being referred extension on or before the Reply Date, the Extension Request shall be denied, and no Extension Request may be made thereafter. If such written consent is received on or before the Reply Date from Lenders whose Pro Rata Shares equal or exceed in the aggregate 66 2/3% of all Pro Rata Shares, the Facility Termination Date shall be extended by one (1) year, but such extension shall only apply to herein as the Lenders that have so consented and shall not apply to any Lender that has not so consented (each, a “Non-Renewing Committed PurchaserConsenting Lender”), and, in and no Extension Request may be made thereafter. Except to the case of extent that a Non-Renewing Committed Purchaser described Consenting Lender is replaced (as provided in clause Section 2.22 hereof) prior to the Facility Termination Date (aas determined prior to such Extension Request), then on such date (i) the Commitment of each such Non-Renewing Committed Purchaser is not assigned to another Person in accordance with Consenting Lender shall terminate, (ii) the terms of this Article XI prior to the then current Facility Termination Date, the Purchase Limit Aggregate Commitment shall be reduced by an the aggregate amount equal of such terminated Commitments and (iii) all Loans and other Obligations to each such Non-Renewing Committed Purchaser’s Commitment on Consenting Lender shall be paid in full by the then current Facility Termination DateBorrower.

Extension of Facility Termination Date. The Seller may advise any Managing Agent in writing of its desire to extend the Facility Termination Date for an additional period not exceeding 364 days, provided such request is made not more than 90 days prior to, and not less than 60 days prior to, the then current Facility Termination Date. Each Managing Agent so advised by the Seller shall promptly notify each Committed Purchaser in its related Purchaser Group of any such request and each such Committed Purchaser shall notify its related Managing Agent, the Collateral Agent and the Seller of its decision to accept or decline the request for such extension no later than 30 days prior to the then current Facility Termination Date (it being understood that each Committed Purchaser may accept or decline such request in its sole discretion and on such terms as it may elect, and the failure to so notify its Managing Agent, the Collateral Agent and the Seller shall be deemed an election not to extend by such Committed Purchaser). In the event that at least one Committed Purchaser agrees to extend the Facility Termination Date, the Seller Parties, the Collateral Agent, the extending Committed Purchasers and the applicable Managing Agent or Managing Agents shall enter into such documents as such extending Committed Purchasers may deem necessary or appropriate to reflect such extension, and all reasonable costs and expenses incurred by such Committed Purchasers, the Managing Agents and the Collateral Agent (including reasonable attorneys’ fees) shall be paid by the Seller. In the event that any Committed Purchaser (a) declines the The Borrower may request to extend the Facility Termination Date or (b) is in a Purchaser Group with respect to which the Seller did not seek an one-year extension of the Facility Termination Date (each such Committed Purchaser being referred by submitting a request for an extension to herein as a “Non-Renewing Committed Purchaser”), and, in the case of a Non-Renewing Committed Purchaser described in clause (a), the Commitment of such Non-Renewing Committed Purchaser is not assigned to another Person in accordance with the terms of this Article XI Agent no more than 27 months nor less than 25 months prior to the then current scheduled Facility Termination Date. At the time of or prior to the delivery of such request, the Purchase Limit Borrower shall propose to the Agent the amount of the fees that the Borrower would agree to pay with respect to such one-year extension if approved by the Lenders (such request, together with the fee proposal, being herein referred to as the "Extension Request"). Promptly upon (but not later than five Business Days after) receipt of the Extension Request, the Agent shall notify each Lender of the contents thereof and shall request each Lender to approve the Extension Request. Each Lender approving the Extension Request shall deliver its written approval no later than 30 days later than the date of the Extension Request. If the approval of each of the Lenders is received by the Agent within 30 days of the date of the Extension Request (or as otherwise provided in Section 2.20(b)), the Agent shall promptly so notify the Borrower, each Lender (including the Swing Line Bank) and the Issuing Bank, and the Facility Termination Date shall be reduced extended by an amount equal to each one year, and in such Non-Renewing Committed Purchaser’s Commitment on event the Borrower may thereafter request further extension(s) of the then current scheduled Facility Termination DateDate in accordance with this Section 2.20. If any of the Lenders does not deliver to the Agent such Lender's written approval to any Extension Request within the 30 days of the date of such Extension Request, the Facility Termination Date shall not be extended, except as otherwise provided in Section 2.20(b). (b) If (i) any Lenders whose pro rata shares of the Aggregate Commitment do not exceed (in the aggregate) 20% of the Aggregate Commitment ("Rejecting Lenders") shall not approve an Extension Request, (ii) all rights and obligations of such Rejecting Lenders under this Agreement and under the other Loan Documents (including, without limitation, their Commitment and all Loans owing to them) shall have been assigned, within 90 days following such Extension Request, in accordance with Section 2.21, to one or more Replacement Lenders who shall have approved in writing such Extension Request at the time of such assignment, and (iii) no other Lender shall have given written notice to the Agent of such Lender's withdrawal of its approval of the Extension Request, the Agent shall promptly so notify the Borrower, each Lender and the Issuing Bank and the Facility Termination Date shall be extended by one year, and in such event the Borrower may thereafter request further extension(s) as provided in Section 2.20(a). (c) Within ten days of the Agent's notice to the Borrower that all of the Lenders have approved an Extension Request (whether pursuant to Section 2.20(a) or 2.20(b)), the Borrower shall pay to the Agent for the account of each Lender the applicable extension fees specified in the Extension Request.

Extension of Facility Termination Date. The Seller Provided that the Term-Out Period has not commenced, the Borrower may advise any Managing Agent request, but not more than once in writing each fiscal year of its desire to extend the Borrower and on no more than two occasions in the aggregate after the Effective Date, an extension of the Facility Termination Date by submitting a request for an additional period not exceeding 364 daysextension to the Designated Agent (an “Extension Request”). The Extension Request must specify the new Facility Termination Date requested by the Borrower with respect thereto (“Extension Date”), provided such request is made which shall be not more than 90 days prior tofive (5) years from the effective date such extension becomes effective in accordance with the provisions of this Section. The Extension Request shall be accompanied by a certificate, signed by an Authorized Officer, stating that on the date of the Extension Request, no Default or Event of Default has occurred and not less than 60 days prior tois continuing and that all of the representations and warranties in Article V are true and correct in all material respects (except (i) to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects on and as of such earlier date and (ii) to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects). On the Extension Date, the then current Facility Termination Borrower shall deliver a certificate, signed by an Authorized Officer, stating that on the Extension Date, no Default or Event of Default has occurred and is continuing and that all of the representations and warranties in Article V are true and correct in all material respects (except (i) to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects on and as of such earlier date and (ii) to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects). Promptly upon receipt of an Extension Request, the Designated Agent shall notify each Lender of the contents thereof and shall request each Lender to approve the Extension Request (which approval may be given or withheld by each Lender in its sole discretion). Each Managing Agent so advised by Lender may, at its election, approve or deny an extension of the Seller shall promptly notify each Committed Purchaser in its related Purchaser Group of any such request and each such Committed Purchaser shall notify its related Managing Agent, the Collateral Agent and the Seller of its decision to accept or decline the request for such extension no later than 30 days prior to the then current Facility Termination Date (it being understood that each Committed Purchaser may accept or decline such request in its sole discretion and on such terms as it may elect, and the failure to so notify its Managing Agent, the Collateral Agent and the Seller no Lender shall be deemed an election not under any obligation to extend by such Committed Purchaser). In the event that at least one Committed Purchaser agrees to extend the Facility Termination Date, the Seller Parties, the Collateral Agent, the extending Committed Purchasers and the applicable Managing Agent or Managing Agents shall enter into such documents as such extending Committed Purchasers may deem necessary or appropriate to reflect such extension, and all reasonable costs and expenses incurred by such Committed Purchasers, the Managing Agents and the Collateral Agent (including reasonable attorneys’ fees) shall be paid by the Seller. In the event that any Committed Purchaser (a) declines the request to extend the Facility Termination Date or (b) is in a Purchaser Group with respect to which the Seller did not seek approve an extension of the Facility Termination Date). Each Lender approving an Extension Request shall deliver its written approval no later than 75 days following such Extension Request. If written approval of the Required Lenders is not received by the Designated Agent within such 75-day period, the Extension Request shall be denied. If such written approval of the Required Lenders is received by the Designated Agent within such 75-day period, the Facility Termination Date (each such Committed Purchaser being referred shall be extended to herein as a “Non-Renewing Committed Purchaser”), and, the Extension Date specified in the case Extension Request but only with respect to the Commitments of the Lenders that have given such written approval. Except to the extent that a Non-Renewing Committed Purchaser described Lender that did not give its written approval to such Extension Request (“Declining Lender”) is replaced prior to its Declining Lender’s Termination Date as provided in clause Section 2.20, then (a), ) the Aggregate Commitment shall be decreased by the Commitment of each such Non-Renewing Committed Purchaser is not assigned to another Person in accordance with Declining Lender, which Declining Lender’s Commitment shall terminate on (and the terms of this Article XI prior to Aggregate Commitment shall decrease effective as of) the then current Facility Termination Date, as determined prior to such Extension Request (the Purchase Limit “Declining Lender’s Termination Date”) and (b) the Loans and all interest, fees and other amounts owed to such Declining Lender shall be reduced by an amount equal to paid in full on each such Non-Renewing Committed PurchaserDeclining Lender’s Termination Date; provided, however, if prior to the Declining Lender’s Termination Date, a Declining Lender that has not been replaced as provided in Section 2.20 subsequently determines to extend its Commitment, that Lender (at its option and with the written consent of the Borrower but without the consent of any other person) may extend the maturity of its commitment to the Extension Date pursuant to a supplement to this Agreement executed by such Lender and the Borrower and delivered to the Designated Agent prior to the applicable Declining Lender Termination Date, in which case (a) the Aggregate Commitment shall not be decreased by that Lender’s Commitment, (b) there will be no “Declining Lender’s Termination Date” for such Lender and (c) such Lender’s Commitment shall terminate on the then current Facility Termination most recently effective Extension Date.. 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Extension of Facility Termination Date. Subject to the other provisions of this Agreement, the Commitments of the Lenders shall be effective for an initial period from the Closing Date to the original Facility Termination Date; provided that so long as no Default or Unmatured Default shall have occurred and be continuing, the Facility Termination Date, and concomitantly the Commitments of the Lenders, may be extended for successive one year periods expiring on the date which is one (1) year from the then scheduled Facility Termination Date. In order to request such extension, the Borrower will deliver written notice to the Administrative Agent not more than one hundred five (105) days nor less than seventy-five (75) days prior to any anniversary date of the Closing Date that the Facility Termination Date be extended for one year from the then scheduled Facility Termination Date. The Seller may advise any Managing Administrative Agent shall then promptly notify each Lender of such request, and each Lender shall notify the Administrative Agent in writing no later than thirty (30) days after receipt by the Lenders of the relevant request for an extension from the Borrower, pursuant to this Section 2.24 whether such Lender, in the exercise of its desire sole discretion, will extend the Facility Termination Date for such one-year period. Any Lender which shall not timely notify the Administrative Agent whether it will extend the Facility Termination Date shall be deemed to not have agreed to extend the Facility Termination Date. No Lender shall have any obligation whatsoever to agree to extend the Facility Termination Date. Any agreement to extend the Facility Termination Date for an additional period not exceeding 364 daysby any Lender shall be irrevocable, provided such request is made not more than 90 days prior to, and not less than 60 days prior to, except to the then current Facility Termination Date. Each Managing Agent so advised extent revocable by the Seller shall promptly notify each Committed Purchaser Borrower as provided in its related Purchaser Group of any such request and each such Committed Purchaser shall notify its related Managing Agent, the Collateral Agent and the Seller of its decision to accept or decline the request for such extension no later than 30 days prior to the then current Facility Termination Date (it being understood that each Committed Purchaser may accept or decline such request in its sole discretion and on such terms as it may elect, and the failure to so notify its Managing Agent, the Collateral Agent and the Seller shall be deemed an election not to extend by such Committed PurchaserSection 2.24(b)(C)(iii). In the event that at least one Committed Purchaser agrees to extend the Facility Termination Date, the Seller Parties, the Collateral Agent, the extending Committed Purchasers and the applicable Managing Agent or Managing Agents shall enter into such documents as such extending Committed Purchasers may deem necessary or appropriate to reflect such extension, and all reasonable costs and expenses incurred by such Committed Purchasers, the Managing Agents and the Collateral Agent (including reasonable attorneys’ fees) shall be paid by the Seller. In the event that any Committed Purchaser . (a) declines If all the request Lenders notify the Administrative Agent pursuant to the foregoing provisions of this Section 2.24 of their agreement to extend the Facility Termination Date (such Lenders agreeing to extend the Facility Termination Date herein called the "Accepting Lenders"), then the Administrative Agent shall so notify each Lender and the Borrower, and such extension shall be effective without other or further action by any party hereto for such additional one-year period. (b) If Lenders constituting at least the Required Lenders approve the extension of the then scheduled Facility Termination Date and if one or more of the Lenders shall notify, or be deemed to notify, the Administrative Agent pursuant to the foregoing provisions of this Section 2.24 that they will not extend the then scheduled Facility Termination Date (such Lenders herein called the "Declining Lenders"), then (A) the Administrative Agent shall promptly so notify the Borrower and the Accepting Lenders, (B) the Accepting Lenders shall, upon the Borrower's election to extend the then scheduled Facility Termination Date in accordance with clause (C)(i) or (C)(ii) below, extend the then scheduled Facility Termination Date and (C) the Borrower, shall pursuant to a notice delivered to the Administrative Agent, the Accepting Lenders and the Declining Lenders, no later than the tenth day following the date by which each Lender is in a Purchaser Group with respect required, pursuant to which this Section 2.24, to approve or disapprove the Seller did not seek an requested extension of the Facility Termination Date, either: (i) elect to extend the Facility Termination Date with respect to the Accepting Lenders and direct the Declining Lenders to terminate their Commitments, which termination shall become effective on the date which would have been the Facility Termination Date except for the operation of this Section 2.24. On such date, (x) the Borrower shall deliver a notice of the effectiveness of such termination to the Declining Lenders with a copy to the Administrative Agent, (y) the Borrower shall pay in full in immediately available funds (A) all Obligations of the Borrower owing to the Declining Lenders (including any Obligations owed to any Declining Lender in its capacity as Issuer, if any) and (B) unless Borrower consents otherwise, all obligations of the Borrower owing to the Declining Lenders, if any, under the 364-Day Revolving Credit Agreement as provided in Section 2.23 thereof (including any obligations, if any, owed to any Declining Lender in its capacity as issuer under the 364-Day Revolving Credit Agreement, if any) and terminate, unless Borrower consents otherwise, such Declining Lender's commitment under the 364-Day Revolving Credit Agreement and the Borrower shall return for cancellation, to any Declining Lender that is an Issuer, the originals of all Letters of Credit issued by such Declining Lenders and (z) upon the occurrence of the events set forth in clauses (x) and (y), the Declining Lenders shall each cease to be a Lender hereunder for all purposes and each cease to be an Issuer hereunder for all purposes, if applicable, and shall no longer have any obligations hereunder; however, such Person shall be obligated to make or entitled to receive payments pursuant to Sections 3.1, 3.2, 3.4, 9.7 and 10.3 (but only to the extent the event giving rise to such payment occurred prior to the time at which the events set forth in clauses (x) and (y) shall have occurred) as if it were a Lender, and the Administrative Agent shall promptly notify the Accepting Lenders and the Borrower of the new Aggregate Commitment and the new Facility Termination Date; or (ii) elect to extend the Facility Termination Date with respect to the Accepting Lenders and, prior to or no later than the then scheduled Facility Termination Date, (a) the Borrower shall replace one or more of the Declining Lenders with another lender or lenders reasonably acceptable to the Administrative Agent (such lenders herein called the "Replacement Lenders") or with Accepting Lenders, if any, which have agreed with the Borrower to increase their respective Commitments (the "Increasing Accepting Lenders") or to the extent Borrower is not able to replace all Commitments of any Declining Lenders, direct such Declining Lenders to terminate any such Commitments not being replaced as provided in clause (i) above and (b) the Borrower shall pay in full in immediately available funds (A) all Obligations of the Borrower owing to the Declining Lenders which are not being replaced (including any Obligations owed to any Declining Lender in its capacity as an Issuer, if any) and return all Letters of Credit to Declining Lenders that are Issuers as provided in clause (i) above and (B) unless Borrower consents otherwise, all obligations of the Borrower owing to the Declining Lenders which are not being replaced under the 364- Day Revolving Credit Agreement (including any obligations owed to any Declining Lender in its capacity as an issuer under the 364-Day Revolving Credit Agreement); provided that (x) the Replacement Lenders and Increasing Accepting Lenders shall purchase, and the Declining Lenders being replaced shall sell, the interest of the Declining Lenders being replaced and their rights hereunder in accordance with Section 12.3.2 hereof without recourse or expense to, or warranty (except warranty of ownership which is free and clear of any adverse claims) by, such Declining Lenders being replaced for a purchase price equal to the aggregate outstanding principal amount of the Obligations payable to such Declining Lenders plus any accrued but unpaid interest on such Obligations and accrued but unpaid fees in respect of such Declining Lenders' Loans and Commitments hereunder, and the Replacement Lenders and Increasing Accepting Lenders shall purchase, and the Declining Lenders being replaced shall sell, the interest of the Declining Lenders being replaced and their rights under the 364-Day Revolving Credit Agreement in accordance with Section 12.3.2 thereof without recourse or expense to, or warranty (except warranty of ownership which is free and clear of any adverse claims) by, such Declining Lenders being replaced for a purchase price equal to the aggregate outstanding principal amount of the obligations payable to such Declining Lenders plus any accrued but unpaid interest on such obligations and accrued but unpaid fees in respect of such Declining Lenders' loans and commitments thereunder, and (y) all obligations of the Borrower owing under or in connection with this Agreement with respect to the Declining Lenders being replaced (including, without limitation, such increased costs, breakage fees payable under Article III and all other costs and expenses payable to each such Committed Purchaser Declining Lender) shall be paid in full in immediately available funds to such Declining Lenders concurrently with such replacement, and all obligations of the Borrower owing under or in connection with the 364-Day Revolving Credit Agreement with respect to the Declining Lenders being replaced (including, without limitation, such increased costs, breakage fees payable under Article III of the 364-Day Revolving Credit Agreement) shall be paid in full in immediately available funds to such Declining Lenders concurrently with such replacement, and (z) upon the payment of such amounts referred to herein in clauses (x) and (y), the Replacement Lenders shall each constitute a Lender hereunder and the Declining Lenders being so replaced shall no longer constitute a Lender or an Issuer and shall no longer have any obligations hereunder; however, such Person shall be obligated to make or entitled to receive payments pursuant to Sections 3.1, 3.2, 3.4, 9.7 and 10.3 (but only to the extent the event giving rise to such payment occurred prior to the time at which the events set forth in clauses (x) and (y) shall have occurred) as if it were a “Non-Renewing Committed Purchaser”Lender or (iii) elect to revoke and cancel such extension request by giving notice of such revocation and cancellation to the Administrative Agent (which shall promptly notify the Lenders thereof) no later than the tenth day following the date by which each Lender is required, pursuant to Section 2.24, to approve or disapprove the requested extension of the Facility Termination Date, and concomitantly the Commitments of the Lenders. If the Borrower fails to timely provide the election notice referred to in this clause (C), the Borrower shall be deemed to have revoked and canceled such extension request and to have elected not to extend the Facility Termination Date and the Commitments of the Lenders, and, in the case of a Non-Renewing Committed Purchaser described in clause (a), the Commitment of such Non-Renewing Committed Purchaser is not assigned to another Person in accordance with the terms of this Article XI prior to on the then current scheduled Facility Termination Date, the Purchase Limit Borrower shall be reduced by an amount equal to each such Non-Renewing Committed Purchaser’s Commitment on repay in full all Obligations under the then current Facility Termination DateLoan Documents.

Extension of Facility Termination Date. (a) The Seller may advise any Managing Borrowers may, no earlier than 60 days and no later than 30 days prior to each anniversary of the Closing Date (such anniversary, an “Extension Date”), request through written notice to the Agent substantially in writing the form of its desire to Exhibit E (the “Extension Notice”), that the Lenders extend the then existing Facility Termination Date for an additional period one year period; provided that the Borrowers may not exceeding 364 days, provided such request is made not extend the then-existing Facility Termination Date pursuant to this Section 2.4 more than 90 two (2) times during the term of this Agreement. Each Lender, acting in its sole discretion, shall, by notice to the Agent no earlier than 30 days prior to, to the applicable Extension Date and not less no later than 60 days prior to, the applicable Extension Date (except with respect to the year in which the then current existing Facility Termination Date. Each Managing Agent so advised Date shall occur, in which case such written notice shall be delivered by the Seller shall promptly notify each Committed Purchaser in its related Purchaser Group of any such request and each such Committed Purchaser shall notify its related Managing Agent, the Collateral Agent and the Seller of its decision to accept or decline the request for such extension Lenders no later than 30 days prior to the then current existing Facility Termination Date) (such date, the “Consent Date”), advise the Agent in writing of its desire to extend (any such Lender, a “Consenting Lender”) or not to so extend (any such Lender, a “Non-Consenting Lender”) such date. Any Lender that does not advise the Agent by the Consent Date shall be deemed to be a Non-Consenting Lender. No Lender shall be under any obligation or commitment to extend the then existing Facility Termination Date. The election of any Lender to agree to such extension shall not obligate any other Lender to agree to such extension. (b) If (and only if) Lenders holding Commitments that aggregate more than 50% of the Aggregate Commitment on the Consent Date shall have agreed to such extension, then the then existing Facility Termination Date applicable to the Consenting Lenders shall be extended to the date that is one year after the then existing Facility Termination Date. All Revolving Loans of each Non-Consenting Lender shall be subject to the then existing Facility Termination Date, without giving effect to such extension (it being understood that each Committed Purchaser may accept or decline such request in its sole discretion and on such terms as it may elect, and the failure to so notify its Managing Agentdate, the Collateral Agent and the Seller shall be deemed an election not to extend by such Committed Purchaser“Prior Facility Termination Date”). In the event that at least one Committed Purchaser agrees to extend the Facility Termination Date, the Seller Parties, the Collateral Agent, the extending Committed Purchasers and the applicable Managing Agent or Managing Agents shall enter into such documents as such extending Committed Purchasers may deem necessary or appropriate to reflect such extension, and all reasonable costs and expenses incurred by such Committed Purchasers, the Managing Agents and the Collateral Agent (including reasonable attorneys’ fees) shall be paid by the Seller. In the event that any Committed Purchaser (a) declines the request to extend the Facility Termination Date or (b) is in a Purchaser Group with respect to which the Seller did not seek of an extension of the then existing Facility Termination Date pursuant to this Section 2.4, the Borrowers shall have the right, at their own expense, to solicit commitments from existing Lenders and/or third party financial institutions reasonably acceptable to the Agent to replace the Commitment of any Non-Consenting Lenders for the remaining duration of the Facility. Any such financial institution (each such Committed Purchaser being referred if not already a Lender hereunder) shall become a party to herein this Agreement, as a “Lender pursuant to a joinder agreement in form and substance reasonably satisfactory to the Agent and the Borrowers. The Commitment of each Non-Renewing Committed PurchaserConsenting Lender and all Revolving Loans and other amounts payable hereunder to each Non-Consenting Lender shall terminate on the date (such date, the “Lender Termination Date”) that is the earlier of (i) the Prior Facility Termination Date and (ii) the date such Non-Consenting Lender has been replaced pursuant to this Section 2.4(b), and, in to the case of a extent such Non-Renewing Committed Purchaser described in clause (a)Consenting Lender’s Commitment is not replaced as provided above, the Aggregate Commitment hereunder shall be reduced by the amount of the Commitments of such Non-Renewing Committed Purchaser is not assigned to another Person Consenting Lenders so terminated on the Lender Termination Date. Any such reduction in the Aggregate Commitment shall be allocated among each Borrower’s Sublimit in accordance with the terms written notice of this Article XI prior the Borrowers to the then current Facility Agent. (c) Effective on and after the Lender Termination Date, (i) each of the Purchase Limit Non-Consenting Lenders shall be reduced by an amount equal automatically released from their respective risk participation obligations under Section 2.21 with respect to any outstanding Letters of Credit, (ii) the risk participation obligation of each such Lender (other than the Non-Renewing Committed PurchaserConsenting Lenders) under Section 2.21 with respect to any outstanding Letters of Credit (and the related LC Obligations) shall be automatically adjusted to equal such Lender’s Commitment on Pro Rata Share of such Letters of Credit (and the then current Facility Termination Daterelated LC Obligations), (iii) each of the Non-Consenting Lenders shall be automatically released from their respective risk participation obligations under Section 2.1(b) with respect to any outstanding Swingline Loans, and (iv) the risk participation obligation of each Lender (other than the Non-Consenting Lenders) under Section 2.1(b) with respect to any outstanding Swingline Loans shall be automatically adjusted to equal such Lender’s Pro Rata Share of such Swingline Loans.

Extension of Facility Termination Date. The Seller Borrower may advise any Managing Agent in writing of its desire to extend the Facility Termination Date for an additional period not exceeding 364 days, provided such request is made not more than 90 days prior to, and not less than 60 days prior to, the then current Facility Termination Date. Each Managing Agent so advised by the Seller shall promptly notify each Committed Purchaser in its related Purchaser Group of any such request and each such Committed Purchaser shall notify its related Managing Agent, the Collateral Agent and the Seller of its decision to accept or decline the request for such extension no later than 30 days prior to the then current Facility Termination Date (it being understood that each Committed Purchaser may accept or decline such request in its sole discretion and on such terms as it may elect, and the failure to so notify its Managing Agent, the Collateral Agent and the Seller shall be deemed an election not to extend by such Committed Purchaser). In the event that at least one Committed Purchaser agrees to extend the Facility Termination Date, the Seller Parties, the Collateral Agent, the extending Committed Purchasers and the applicable Managing Agent or Managing Agents shall enter into such documents as such extending Committed Purchasers may deem necessary or appropriate to reflect such extension, and all reasonable costs and expenses incurred by such Committed Purchasers, the Managing Agents and the Collateral Agent (including reasonable attorneys’ fees) shall be paid by the Seller. In the event that any Committed Purchaser (a) declines the request to extend the Facility Termination Date or (b) is in a Purchaser Group with respect to which the Seller did not seek an extension of the Facility Termination Date for a period of one year on each of March 27, 1999, and, if such first extension shall have become effective in accordance with the provisions of this SECTION 2.18, March 27, 2000 (each of March 27, 1999 and March 27, 2000, an "EXTENSION REQUEST DATE"), by delivering a notice of such request in the form attached hereto as EXHIBIT H (an "EXTENSION REQUEST") to the Agent no more than 90 days and no fewer than 60 days preceding the relevant Extension Request Date. The Agent shall promptly notify each Lender of a requested extension. On or before the 30th day (or if such day is not a Business Day, the next succeeding Business Day) preceding the relevant Extension Request Date (such 30th day, the "EXTENSION NOTIFICATION DATE"), each Lender shall notify the Agent whether that Lender consents to the requested extension of the Facility Termination Date, which consent may be given or withheld by each Lender in its sole and absolute discretion. Any Lender that fails to notify the Agent of its consent or non-consent by the Extension Notification Date will be deemed to have withheld consent (each such Committed Purchaser being Lender together with each Lender that has provided notice of its non-consent to be referred to herein as a “"NON-CONSENTING LENDER"). If as of the close of business on the Extension Notification Date, any Lender is a Non-Renewing Committed Purchaser”Consenting Lender, the Agent shall immediately so advise the Borrower. During the period beginning on the first day following the Extension Notification Date and ending on the relevant Extension Request Date, each Non-Consenting Lender will, but only upon the written request of the Borrower given in the sole discretion of the Borrower (which request may be given by the Borrower to some, all or none of the Non-Consenting Lenders in the Borrower's sole discretion), andassign all of its rights and obligations under this Agreement (i) first, to the Lenders who have consented to the extension and are willing to accept such assignment, subject to ratable allocation by the Agent among such Lenders and (ii) second, to the extent such Non-Consenting Lender's rights and obligations hereunder have not been assigned to an existing Lender as contemplated in the case foregoing CLAUSE (i), to one or more other financial institutions, nominated by the Borrower and acceptable to the Agent, that are willing to become Lenders hereunder through the Facility Termination Date as extended in accordance with the relevant Extension Request. The obligation of a Non-Renewing Committed Purchaser described Consenting Lender to assign its rights and obligations hereunder as contemplated by this SECTION 2.18 is subject to the requirements that (x) all amounts owing to that Non-Consenting Lender under the Loan Documents (including, without limitation, pursuant to SECTION 3.4) are paid in clause (a), full upon the Commitment completion of such assignment and (y) any assignment is effected in accordance with the terms of SECTION 13.3 and on terms otherwise satisfactory to the Non-Renewing Committed Purchaser is not assigned Consenting Lender. A requested extension of the Facility Termination Date shall be effective only with respect to another Person Lenders which have consented to such Extension Request in accordance with the terms of this Article XI prior SECTION 2.18, and shall become effective only if Lenders holding not less than 75% of the Aggregate Commitments shall have consented to such Extension Request in accordance with the terms of this SECTION 2.18 (such determination to be made without giving effect to any assignments contemplated by this SECTION 2.18), and each Non-Consenting Lender which has been requested to do so has assigned all of its rights and obligations hereunder to one or more other Lenders or to one or more successor financial institutions. In any other event, the requested extension will be deemed to have been denied and the Facility Termination Date and the Lenders' respective Commitments will remain unchanged without any Non-Consenting Lender incurring any liability. To the extent an Extension Request has been approved and a Non-Consenting Lender has not been requested to assign all of its rights and obligations under this Agreement, or the conditions to such a requested assignment have not been satisfied as specified in this SECTION 2.18, then (i) such Non- Consenting Lender's Commitment shall remain unchanged and in effect through the Facility Termination Date then in effect (determined for such Non-Consenting Lender without giving effect to the then current Facility approval of the Extension Request) (such date, the "SCHEDULED TERMINATION DATE" for such Non-Consenting Lender), and (ii) on the Scheduled Termination Date for such Non-Consenting Lender, the Borrower shall pay to such Non-Consenting Lender all amounts owing to such Non-Consenting Lender under the Loan Documents as of the Scheduled Termination Date (including, without limitation, pursuant to SECTION 3.4), and, from and after such Scheduled Termination Date, the Purchase Limit Aggregate Commitment shall be reduced by an the amount equal to each of the Commitment of such Non-Renewing Committed Purchaser’s Commitment on the then current Facility Termination DateConsenting Lender.

Extension of Facility Termination Date. The Seller Borrower may advise any Managing Agent in writing of its desire to extend the Facility Termination Date for an additional period not exceeding 364 days, provided such request is made not more than 90 days prior to, and not less than 60 days prior to, the then current Facility Termination Date. Each Managing Agent so advised by the Seller shall promptly notify each Committed Purchaser in its related Purchaser Group of any such request and each such Committed Purchaser shall notify its related Managing Agent, the Collateral Agent and the Seller of its decision to accept or decline the request for such extension no later than 30 days prior to the then current Facility Termination Date (it being understood that each Committed Purchaser may accept or decline such request in its sole discretion and on such terms as it may elect, and the failure to so notify its Managing Agent, the Collateral Agent and the Seller shall be deemed an election not to extend by such Committed Purchaser). In the event that at least one Committed Purchaser agrees to extend the Facility Termination Date, the Seller Parties, the Collateral Agent, the extending Committed Purchasers and the applicable Managing Agent or Managing Agents shall enter into such documents as such extending Committed Purchasers may deem necessary or appropriate to reflect such extension, and all reasonable costs and expenses incurred by such Committed Purchasers, the Managing Agents and the Collateral Agent (including reasonable attorneys’ fees) shall be paid by the Seller. In the event that any Committed Purchaser (a) declines the request to extend the Facility Termination Date or (b) is in a Purchaser Group with respect to which the Seller did not seek an extension of the Facility Termination Date by submitting a request for an extension to the Administrative Agent (each such Committed Purchaser being referred an “Extension Request”) at least 30 days but no more than 60 days prior to herein the Facility Termination Date. The Extension Request must specify the new Facility Termination Date requested by the Borrower and the date (which must be at least 10 days after the Extension Request is delivered to the Administrative Agent) as a of which the Lenders must respond to the Extension Request (the “Non-Renewing Committed PurchaserResponse Date”). The new Facility Termination Date shall be no more than 364 days after the Facility Termination Date in effect at the time the Extension Request is received, andincluding the Facility Termination Date as one of the days in the calculation of the days elapsed. Promptly upon receipt of an Extension Request, the Administrative Agent shall notify each Lender of the contents thereof and shall request each Lender to respond to the Extension Request. Each Lender approving the Extension Request shall deliver its written consent no later than the Response Date. The response by each Lender to the Extension Request shall be in such Lender’s sole and absolute discretion. The failure of any Lender to respond to an Extension Request on or before the Response Date shall be deemed to be a refusal by such Lender to consent to the Extension Request. If the consent of each of the Lenders is received by the Administrative Agent (or, in the case of a Nonnon-Renewing Committed Purchaser described in clause (aconsenting Lender or Lenders, such Lender or Lenders are replaced by the Borrower pursuant to Section 3.7 not later than five days prior to the existing Facility Termination Date and, at the time of such replacement, each replacement Lender consents to the Extension Request), the Commitment of such Non-Renewing Committed Purchaser is not assigned to another Person in accordance with the terms of this Article XI prior to the then current Facility Termination Date, Date specified in the Purchase Limit Extension Request shall be reduced by an amount equal to each such Non-Renewing Committed Purchaser’s Commitment become effective on the then current existing Facility Termination Date and the Administrative Agent shall promptly notify the Borrower and each Lender of the new Facility Termination Date.

Extension of Facility Termination Date. The Seller may advise any Managing Agent in writing of its desire to extend the Facility Termination Date for an additional period not exceeding 364 days, provided such request is made not more than 90 days prior to, and not less than 60 days prior to, the then current Facility Termination Date. Each Managing Agent so advised by the Seller shall promptly notify each Committed Purchaser in its related Purchaser Group of any such request and each such Committed Purchaser shall notify its related Managing Agent, the Collateral Agent and the Seller of its decision to accept or decline the request for such extension no later than 30 days prior to the then current Facility Termination Date (it being understood that each Committed Purchaser may accept or decline such request in its sole discretion and on such terms as it may elect, and the failure to so notify its Managing Agent, the Collateral Agent and the Seller shall be deemed an election not to extend by such Committed Purchaser). In the event that at least one Committed Purchaser agrees to extend the Facility Termination Date, the Seller Parties, the Collateral Agent, the extending Committed Purchasers and the applicable Managing Agent or Managing Agents shall enter into such documents as such extending Committed Purchasers may deem necessary or appropriate to reflect such extension, and all reasonable costs and expenses incurred by such Committed Purchasers, the Managing Agents and the Collateral Agent (including reasonable attorneys’ fees) shall be paid by the Seller. In the event that any Committed Purchaser (a) declines Not more than once in any fiscal year of the Borrower, the Borrower may request to extend the Facility Termination Date or (b) is in a Purchaser Group with respect to which the Seller did not seek an extension of the Facility Termination Date to a date not later than the fifth (5th) anniversary of the date of such request by submitting a request for an extension (the “Extension Request”) to the Agent not less than 180 days prior to the then scheduled Facility Termination Date. Promptly upon (but not later than five Business Days after) the Agent’s receipt and approval of the Extension Request, the Agent shall deliver to each Lender a copy of, and shall request each Lender to approve, the Extension Request. Each Lender approving the Extension Request shall deliver its written approval no later than 60 days after such Committed Purchaser being referred Lender’s receipt of the Extension Request. If the written approval of the Extension Request by Lenders whose Pro Rata Shares equal or exceed 66-2/3% in the aggregate is received by the Agent within such 60-day period and provided no Default exists on the last day of such 60-day period, the Facility Termination Date shall be extended as specified in the Extension Request but only with respect to herein the Lenders that have given their written approval. Except to the extent that a Lender that did not give its written approval to such Extension Request (“Rejecting Lender”) is replaced as a provided in Section 2.21, the Loans and all interest thereon, fees and other Obligations owed to such Rejecting Lender shall be paid in full on the Facility Termination Date as determined prior to such Extension Request (the “Non-Renewing Committed PurchaserRejecting Lender’s Facility Termination Date”), and, . (b) If Lenders whose Pro Rata Shares equal or exceed 66-2/3% in the case aggregate approve the Extension Request, the Borrower, upon notice to the Agent and any Rejecting Lender, may, subject to the provisions of a Non-Renewing Committed Purchaser described in clause (athe last sentence of Section 2.20(c), terminate the Commitment of such Non-Renewing Committed Purchaser Rejecting Lender (or such portion of such Commitment that is not assigned to another Person a Replacement Lender in accordance with Section 2.21), which termination shall occur as of a date set forth in such Borrower’s notice but in no event more than thirty (30) days following such notice. The termination of a Lender’s Commitment shall be effected in accordance with Section 2.20(c). (c) If the Borrower elects to terminate a Commitment of a Rejecting Lender as provided in Section 2.20(b), the Borrower shall pay to the Rejecting Lender all Obligations due and owing to it hereunder or under any other Loan Document, including, without limitation, the aggregate outstanding principal amount of the Loans owed to such Rejecting Lender, together with accrued interest thereon through the date of such termination, amounts payable under Sections 3.1 and 3.2 and the Reimbursement Obligations, Commitment Fees and LC Fees payable to such Rejecting Lender. Upon request by the Borrower or the Agent, the Rejecting Lender will deliver to the Borrower and the Agent a letter setting forth the amounts payable to such Rejecting Lender as set forth above. Upon the termination of such Rejecting Lender’s Commitment and payment of the amounts provided for in the immediately preceding sentence, the Borrower shall have no further obligations to such Rejecting Lender under this Agreement and such Rejecting Lender shall cease to be a Lender, provided, however, that such Rejecting Lender shall continue to be entitled to the benefits of Sections 2.19.10, 2.19.11, 2.19.12, 3.1, 3.2, 3.4, 3.5, 6.8(c), 9.6, 9.10 and this Section 2.20(c), as well as to any fees accrued for its account hereunder not yet paid, and shall continue to be obligated under Section 10.8 with respect to obligations and liabilities accruing prior to the termination of such Rejecting Lender’s Commitment. If, as a result of the termination of the Rejecting Lender’s Commitment, any payment of a Eurodollar Loan occurs on a day which is not the last day of the applicable Interest Period, the Borrower shall pay to the Agent for the benefit of the Lenders (including any Rejecting Lender) any loss or cost incurred by the Lenders (including any Rejecting Lender) resulting therefrom in accordance with Section 3.4. Upon the effective date of the termination of the Rejecting Lender’s Commitment, the Aggregate Commitment shall be reduced by the amount of the terminated Commitment of the Rejecting Lender, and each other Lender shall be deemed to have irrevocably and unconditionally purchased and received (subject to the provisions of the last sentence of this Section 2.20(c)), without recourse or warranty, from the Rejecting Lender, an undivided interest and participation in any Facility LC then outstanding, ratably, such that each Lender (excluding the Rejecting Lender but including any Replacement Lender that acquires an interest hereunder from such Rejecting Lender) holds a participation interest in each Facility LC in proportion to the ratio that such Rejecting Lender’s Commitment (upon the effective date of such termination of the Rejecting Lender’s Commitment) bears to the Aggregate Commitment (as reduced by the termination of such Rejecting Lender’s Commitment or a part thereof). Notwithstanding the foregoing, if, upon the termination of the Commitment of such Rejecting Lender, the sum of the outstanding principal balance of the Advances and Swing Line Loans and the LC Obligations would exceed the Aggregate Commitment (as reduced), the Borrower may not terminate such Rejecting Lender’s Commitment unless the Borrower, on or prior to the effective date of such termination, prepays, in accordance with the terms provisions of this Article XI prior Agreement, outstanding Advances or Swing Line Loans or causes to be canceled, released and returned to the then current applicable LC Issuer outstanding Facility Termination DateLCs or deposits cash into the Facility LC Collateral Account in sufficient amounts in the aggregate such that, on the effective date of such termination, the Purchase Limit sum of the Aggregate Outstanding Credit Exposure and the amounts held in the Facility LC Collateral Account does not exceed the Aggregate Commitment (as reduced). In the event that the Borrower makes such deposit into the Facility LC Collateral Account, such deposits shall be reduced applied by an amount equal the Agent to each such Non-Renewing Committed Purchaser’s Commitment pay to the applicable LC Issuer amounts drawn on any Facility LC that are not reimbursed by the then current Facility Termination DateBorrower and, provided no Default has occurred that is continuing, shall be returned to the Borrower when the Aggregate Outstanding Credit Exposure equals or is less than the Aggregate Commitment.

Extension of Facility Termination Date. The Seller Borrower may advise any Managing Agent in writing of its desire to extend the Facility Termination Date for an additional period not exceeding 364 daysrequest, provided such request is made but not more than 90 days prior toonce in each fiscal year of the Borrower, and not less than 60 days prior to, the then current Facility Termination Date. Each Managing Agent so advised by the Seller shall promptly notify each Committed Purchaser in its related Purchaser Group of any such request and each such Committed Purchaser shall notify its related Managing Agent, the Collateral Agent and the Seller of its decision to accept or decline the request for such extension no later than 30 days prior to the then current Facility Termination Date (it being understood that each Committed Purchaser may accept or decline such request in its sole discretion and on such terms as it may elect, and the failure to so notify its Managing Agent, the Collateral Agent and the Seller shall be deemed an election not to extend by such Committed Purchaser). In the event that at least one Committed Purchaser agrees to extend the Facility Termination Date, the Seller Parties, the Collateral Agent, the extending Committed Purchasers and the applicable Managing Agent or Managing Agents shall enter into such documents as such extending Committed Purchasers may deem necessary or appropriate to reflect such extension, and all reasonable costs and expenses incurred by such Committed Purchasers, the Managing Agents and the Collateral Agent (including reasonable attorneys’ fees) shall be paid by the Seller. In the event that any Committed Purchaser (a) declines the request to extend the Facility Termination Date or (b) is in a Purchaser Group with respect to which the Seller did not seek an extension of the Facility Termination Date by submitting a request for an extension to the Administrative Agent (each such Committed Purchaser being referred to herein as a “Non-Renewing Committed Purchaser”an "Extension Request"). The Extension Request must specify the new Facility Termination Date requested by the Borrower ("Extension Date"), and, in the case of a Non-Renewing Committed Purchaser described in clause which shall be not more than three (a), the Commitment of such Non-Renewing Committed Purchaser is not assigned to another Person in accordance with the terms of this Article XI prior to 3) years after the then current Facility Termination Date, provided the Purchase Limit Extension Date shall not be more than five years after the date of the Extension Request. Promptly upon receipt of an Extension Request, the Administrative Agent shall notify each Lender of the contents thereof and shall request each Lender to approve the Extension Request (which approval may be given or withheld by each Lender in its sole discretion). Each Lender approving the Extension Request shall deliver its written approval no later than 75 days following the Extension Request. If such written approval of the Required Lenders is not received by the Administrative Agent within such 75-day period, the Extension Request shall be reduced denied. If such written approval of the Required Lenders is received by an amount equal the Administrative Agent within such 75-day period, the Facility Termination Date shall be extended to each the Extension Date specified in the Extension Request but only with respect to the Lenders that have given such Non-Renewing Committed Purchaser’s written approval. Except to the extent that a Lender that did not give its written approval to such Extension Request ("Declining Lender") is replaced prior to the ExtensionDate as provided in Section 2.20, the Aggregate Commitment shall be decreased by the Commitments of the Declining Lenders, and the Loans and all interest, fees and other amounts owed to such Declining Lenders shall be paid in full, on the then current Facility Termination DateDate (determined prior to such Extension Request).

Extension of Facility Termination Date. The Seller Borrower may advise any Managing Agent in writing of its desire to extend the Facility Termination Date for an additional period not exceeding 364 days, provided such request is made not more than 90 days prior to, and not less than 60 days prior to, the then current Facility Termination Date. Each Managing Agent so advised by the Seller shall promptly notify each Committed Purchaser in its related Purchaser Group of any such request and each such Committed Purchaser shall notify its related Managing Agent, the Collateral Agent and the Seller of its decision to accept or decline the request for such extension no later than 30 days prior to the then current Facility Termination Date (it being understood that each Committed Purchaser may accept or decline such request in its sole discretion and on such terms as it may elect, and the failure to so notify its Managing Agent, the Collateral Agent and the Seller shall be deemed an election not to extend by such Committed Purchaser). In the event that at least one Committed Purchaser agrees to extend the Facility Termination Date, the Seller Parties, the Collateral Agent, the extending Committed Purchasers and the applicable Managing Agent or Managing Agents shall enter into such documents as such extending Committed Purchasers may deem necessary or appropriate to reflect such extension, and all reasonable costs and expenses incurred by such Committed Purchasers, the Managing Agents and the Collateral Agent (including reasonable attorneys’ fees) shall be paid by the Seller. In the event that any Committed Purchaser (a) declines the request to extend the Facility Termination Date or (b) is in a Purchaser Group with respect to which the Seller did not seek an one-year extension of the Facility Termination Date by submitting a request for an extension to the Agent (an "Extension Request") no more than 90 and no less than 45 days prior to the second anniversary of the closing of this Agreement. Promptly upon receipt of an Extension Request, the Agent shall notify each Lender thereof and shall request each Lender to approve the Extension Request. Each Lender approving the Extension Request shall deliver its written consent no more than 30 and not less than 5 days prior to such Committed Purchaser being referred second anniversary of the closing of this Agreement. Any Lender not responding shall be deemed to herein as a “Non-Renewing Committed Purchaser”)have rejected the extension request. If the consent of the Required Lenders is received by the Agent, and, the Facility Termination Date shall be extended by one year in the case of a Non-Renewing Committed Purchaser described in clause (a), Lenders which approved such Extension Request and the Commitment Agent shall promptly notify the Borrower and each Lender of such Non-Renewing Committed Purchaser the new Facility Termination Date and the Lenders to which the same is applicable. In the event all Lenders do not assigned to another Person approve an Extension Request in accordance with the terms of this Article XI prior foregoing, then the Borrower, at its option and as a condition to the then current extension of the Facility Termination DateDate by the Consenting Lenders, with respect to any Lender that did not agree to the Purchase Limit shall be reduced by an amount equal to each Extension Request (a "Non- Consenting Lender"), may either (a) replace such Non-Renewing Committed Purchaser’s Commitment Consenting Lender in accordance with the requirements of Section 12.3 hereof or (b) pay such Non-Consenting Lender's Outstanding Credit Exposure (including cash collateralizing such Lender's Pro Rata Share of outstanding LC Obligations) on or before the then current Facility Termination DateDate as originally scheduled with a corresponding termination of the Aggregate Commitments under Section 2.6 hereof. It shall be a condition precedent to any extension of the Facility Termination Date pursuant hereto that the Borrower shall have paid, on or before the original Facility Termination Date an extension fee to the Agent for the account of each Lender (other than Non-Consenting Lenders) equal to ..15% of the aggregate Commitments of such consenting Lenders.

Extension of Facility Termination Date. (a) The Seller may Borrowers may, no earlier than 60 days and no later than 30 days prior to each anniversary of the Closing Date (such anniversary, an "Extension Date"), request through written notice to the Agent substantially in the form of Exhibit F (the "Extension Notice"), that the Lenders extend the then existing Facility Termination Date for an additional one year period. Each Lender, acting in its sole discretion, shall, by notice to the Agent no earlier than 30 days prior to the applicable Extension Date and no later than the applicable Extension Date (except with respect to the year in which the then existing Facility Termination Date shall occur, in which case such written notice shall be delivered by the Lenders no later than 15 days prior to the then existing Facility Termination Date) (such date, the "Consent Date"), advise any Managing the Agent in writing of its desire to extend (any such Lender, a "Consenting Lender") or not to so extend (any such Lender, a "Non-Consenting Lender") such date. Any Lender that does not advise the Facility Termination Agent by the Consent Date for an additional period not exceeding 364 days, provided such request is made not more than 90 days prior to, and not less than 60 days prior to, shall be deemed to be a Non-Consenting Lender. No Lender shall be under any obligation or commitment to extend the then current existing Facility Termination Date. Each Managing Agent so advised by the Seller shall promptly notify each Committed Purchaser in its related Purchaser Group The election of any such request and each such Committed Purchaser shall notify its related Managing Agent, the Collateral Agent and the Seller of its decision Lender to accept or decline the request for agree to such extension no later shall not obligate any other Lender to agree to such extension. (b) If (and only if) Lenders holding Commitments that aggregate more than 30 days prior 50% of the Aggregate Commitment on the Consent Date shall have agreed to such extension, then the then existing Facility Termination Date applicable to the Consenting Lenders shall be extended to the date that is one year after the then existing Facility Termination Date. All Loans of each Non-Consenting Lender shall be subject to the then current existing Facility Termination Date Date, without giving effect to such extension (it being understood that each Committed Purchaser may accept or decline such request in its sole discretion and on such terms as it may elect, and the failure to so notify its Managing Agentdate, the Collateral Agent and the Seller shall be deemed an election not to extend by such Committed Purchaser"Prior Facility Termination Date"). In the event that of an extension of the then existing Facility Termination Date pursuant to this Section 2.4, the Borrowers shall have the right, at least one Committed Purchaser agrees their own expense, to extend solicit commitments from existing Lenders and/or third party financial institutions reasonably acceptable to the Agent to replace the 17 ________________________________________________________________________________________________________ Commitment of any Non-Consenting Lenders for the remaining duration of the Facility. Any such financial institution (if not already a Lender hereunder) shall become a party to this Agreement, as a Lender pursuant to a joinder agreement in form and substance reasonably satisfactory to the Agent and the Borrowers. The Commitment of each Non-Consenting Lender shall terminate on the Prior Facility Termination Date, the Seller Parties, the Collateral Agent, the extending Committed Purchasers all Loans and the applicable Managing Agent or Managing Agents shall enter into other amounts payable hereunder to such documents as such extending Committed Purchasers may deem necessary or appropriate to reflect such extension, and all reasonable costs and expenses incurred by such Committed Purchasers, the Managing Agents and the Collateral Agent (including reasonable attorneys’ fees) Non-Consenting Lenders shall be paid by subject to the Seller. In the event that any Committed Purchaser (a) declines the request to extend the Prior Facility Termination Date or (b) and, to the extent such Non-Consenting Lender's Commitment is in a Purchaser Group with respect to which not replaced as provided above, the Seller did not seek an extension Aggregate Commitment hereunder shall be reduced by the amount of the Facility Termination Date (each such Committed Purchaser being referred to herein as a “Non-Renewing Committed Purchaser”), and, in the case of a Non-Renewing Committed Purchaser described in clause (a), the Commitment Commitments of such Non-Renewing Committed Purchaser is not assigned to another Person Consenting Lenders so terminated on the Prior Facility Termination Date. Any such reduction in accordance with the terms Aggregate Commitment shall be allocated pro rata among the PHI Sublimit and the Subsidiary Borrower Sublimit and such decrease in the Subsidiary Borrower Sublimit shall result in a percentage decrease in each of this Article XI prior the ACE Sublimit, the DPL Sublimit and the PEPCO Sublimit, respectively, equal to the then current percentage decrease in the Subsidiary Borrower Sublimit. (c) Effective on and after the Prior Facility Termination Date, (i) each of the Purchase Limit Non-Consenting Lenders shall be reduced by an amount equal automatically released from their respective risk participation obligations under Section 2.21 with respect to any outstanding Letters of Credit and (ii) the risk participation obligation of each such Lender (other than the Non-Renewing Committed Purchaser’s Commitment on Consenting Lenders) under Section 2.21 with respect to any outstanding Letters of Credit (and the then current Facility Termination Daterelated LC Obligations) shall be automatically adjusted to equal such Lender's Pro Rata Share of such Letters of Credit (and the related LC Obligations).

Extension of Facility Termination Date. The Seller Borrower may advise any Managing Agent in writing of its desire to extend the Facility Termination Date for an additional period not exceeding 364 days, provided such request is made not more than 90 days prior to, and not less than 60 days prior to, the then current Facility Termination Date. Each Managing Agent so advised by the Seller shall promptly notify each Committed Purchaser in its related Purchaser Group of any such request and each such Committed Purchaser shall notify its related Managing Agent, the Collateral Agent and the Seller of its decision to accept or decline the request for such extension no later than 30 days prior to the then current Facility Termination Date (it being understood that each Committed Purchaser may accept or decline such request in its sole discretion and on such terms as it may elect, and the failure to so notify its Managing Agent, the Collateral Agent and the Seller shall be deemed an election not to extend by such Committed Purchaser). In the event that at least one Committed Purchaser agrees to extend the Facility Termination Date, the Seller Parties, the Collateral Agent, the extending Committed Purchasers and the applicable Managing Agent or Managing Agents shall enter into such documents as such extending Committed Purchasers may deem necessary or appropriate to reflect such extension, and all reasonable costs and expenses incurred by such Committed Purchasers, the Managing Agents and the Collateral Agent (including reasonable attorneys’ fees) shall be paid by the Seller. In the event that any Committed Purchaser (a) declines the request to extend the Facility Termination Date or (b) is in a Purchaser Group with respect to which the Seller did not seek -------------------------------------- an extension of the Facility Termination Date by submitting a request for an extension to the Agent (each such Committed Purchaser being referred to herein as a “Non-Renewing Committed Purchaser”), and, in the case of a Non-Renewing Committed Purchaser described in clause (a), the Commitment of such Non-Renewing Committed Purchaser is not assigned to another Person in accordance with the terms of this Article XI an "Extension Request") no more than 60 days but no less than 40 days prior to the then current effective Facility Termination Date. The Extension Request must specify the new Facility Termination Date requested by the Borrower and the date (which must be at least 30 days after the Extension Request is delivered to the Agent) as of which the Lenders must respond to the Extension Request (the "Extension Date"). The new Facility Termination Date shall be no more than 364 days after the Extension Date, including the Extension Date as one of the days in the calculation of the days elapsed. Promptly upon receipt of an Extension Request, the Purchase Limit Agent shall notify each Lender of the contents thereof and shall request each Lender to approve the Extension Request. Each Lender may, in its sole discretion, elect to approve or deny such Extension Request. Failure of a Lender to respond to an Extension Request by the Extension Date shall be reduced deemed a refusal to approve such Extension Request. Each Lender approving the Extension Request shall deliver its written consent no later than the Extension Date. Any consent delivered by an amount equal a Lender to the Agent prior to the Extension Date may be revoked prior to the Extension Date by the Lender giving written notice of such revocation to the Agent before the Extension Date. If the consent of each such Non-Renewing Committed Purchaser’s Commitment of the Lenders is received by the Agent and remains in effect on the then current Extension Date, the Facility Termination Date specified in the Extension Request shall become effective on the Extension Date and the Agent shall promptly notify the Borrower and each Lender of the new Facility Termination Date.. Otherwise, the then effective Facility Termination Date shall be unchanged. In no event shall the Borrower be entitled to seek or obtain more than two extensions pursuant to this Section 2.20. -------------

Extension of Facility Termination Date. The Seller Borrower may advise any Managing Agent in writing request an extension of its desire to extend the Facility Termination Date by submitting a request for an additional period not exceeding 364 extension to the Agent (an “Extension Request”) no more than 45 days, provided such request is made not more than 90 days prior to, and not but no less than 60 days 30 days, prior to, to the then current effective Facility Termination Date. Each Managing Agent so advised extension effected pursuant to this Section 2.18 shall commence on the then effective Facility Termination Date (the “Extension Date”). The Extension Request must specify the new Facility Termination Date requested by the Seller Borrower, which date shall promptly be no more than 364 days (the “Extension Period”) after the Extension Date, including the Extension Date as one of the days in the calculation of the days elapsed. Promptly upon receipt of an Extension Request, the Agent shall notify each Committed Purchaser in Lender of the contents thereof and shall request each Lender to approve the Extension Request. Each Lender approving the Extension Request shall deliver its related Purchaser Group of any such request and each such Committed Purchaser shall notify its related Managing Agent, written consent to the Collateral Agent and the Seller of its decision to accept or decline the request for such extension no later earlier than 30 days prior to the then current effective Facility Termination Date (it being understood that each Committed Purchaser may accept or decline such request in its sole discretion and on such terms as it may elect, and no later than 20 days after receipt of the failure to so notify its Managing Agent, the Collateral Agent and the Seller shall be deemed an election not to extend by such Committed Purchaser)Extension Request. In the event that at least one Committed Purchaser a Lender shall fail to notify the Agent within such period as to whether it agrees to extend the Facility Termination DateExtension Request, such Lender shall be deemed to have refused the Seller Parties, Extension Request. If the Collateral consent of the Required Lenders is timely received by the Agent, the extending Committed Purchasers new Facility Termination Date specified in the Extension Request shall become effective on the Extension Date as to such consenting Lenders only (and not as to any Lender which has not consented to such extension), and the applicable Managing Agent or Managing Agents shall enter into such documents as such extending Committed Purchasers may deem necessary or appropriate promptly notify the Borrower and each consenting Lender of the new Facility Termination Date and new Aggregate Commitment. Notwithstanding anything contained in this Agreement to reflect such extensionthe contrary, and all reasonable costs and expenses incurred by such Committed Purchasers, the Managing Agents and the Collateral Agent (including reasonable attorneys’ fees) shall be paid by the Seller. In the event that any Committed Purchaser (a) declines all Obligations hereunder owing to the request to extend non-extending Lenders shall be due and payable on the Facility Termination Date or without giving effect to any requested extension, (b) is in a Purchaser Group with respect to which the Seller did not seek an extension Aggregate Commitment as of the Facility Termination Date (each such Committed Purchaser being referred to herein as a “Non-Renewing Committed Purchaser”), and, in commencement of the case of a Non-Renewing Committed Purchaser described in clause (a), the Commitment of such Non-Renewing Committed Purchaser is not assigned to another Person in accordance with the terms of this Article XI prior to the then current Facility Termination Date, the Purchase Limit Extension Period shall be reduced by to an amount equal to the sum of the Commitments of the Lenders ultimately consenting to the Extension Request, and (c) each Lender may, in its sole discretion, grant or deny its consent with respect to any proposed Extension Request. Any Lender not granting the Extension Request shall, if the Borrower has selected an assignee for such Non-Renewing Committed PurchaserLender reasonably acceptable to the Agent prior to the Extension Date, promptly assign to such assignee its rights and obligations hereunder in respect of all or that portion of such Lender’s Commitment on the then current Facility Termination Dateas such assignee is willing to accept, all in accordance with Section 12.3.

Extension of Facility Termination Date. The Seller may (a) So long as no Unmatured Default or Default has occurred and is continuing and subject to the conditions set forth in Section 2.21(c), the Borrower may, not more than two (2) times during the term of this Agreement after the FirstSecond Amendment Effective Date, no earlier than sixty (60) days and no later than thirty (30) days prior to each anniversary of the ClosingSecond Amendment Effective Date (such anniversary, an “Extension Date”) request through written notice to the Administrative Agent (the “Extension Notice”), that the Lenders extend the then existing Facility Termination Date for an additional one-year period. Each Lender, acting in its sole discretion, shall, by notice to the Administrative Agent no later than the applicable Extension Date (except in the year in which the then existing Facility Termination Date shall occur, in which case such written notice shall be delivered by the Lenders no later than fifteen (15) days prior to the then existing Facility Termination Date) (such date, the “Consent Date”), advise any Managing the Administrative Agent in writing of its desire to extend (any such Lender, a “Consenting Lender”) or not to so extend (any such Lender, a “Non-Consenting Lender”) such date. Any Lender that does not advise the Administrative Agent by the Consent Date shall be deemed to be a Non-Consenting Lender. No Lender shall be under any obligation or commitment to extend the then existing Facility Termination Date. The election of any Lender to agree to such extension shall not obligate any other Lender to agree to such extension. The Borrower may not request any extension of the Facility Termination Date for an additional period not exceeding 364 daysunder this Section 2.21 unless the Borrower shall have obtained all required approval orders of any public utilities commission or any other regulatory body having jurisdiction over the Borrower. (b) On the Consent Date, provided such request is made not if Lenders holding Commitments that aggregate more than 90 days prior to50% of the Aggregate Commitments shall have agreed to such extension, and not less than 60 days prior to, then the then current existing Facility Termination Date applicable to the Consenting Lenders shall be extended to the date that is one (1) year after the then existing Facility Termination Date. Each Managing Agent so advised by the Seller All Advances of each Non- Consenting Lender shall promptly notify each Committed Purchaser in its related Purchaser Group of any such request and each such Committed Purchaser shall notify its related Managing Agent, the Collateral Agent and the Seller of its decision to accept or decline the request for such extension no later than 30 days prior be subject to the then current existing Facility Termination Date Date, without giving effect to such extension (it being understood that each Committed Purchaser may accept or decline such request in its sole discretion and on such terms as it may elect, and the failure to so notify its Managing Agentdate, the Collateral Agent and the Seller shall be deemed an election not to extend by such Committed Purchaser“Prior Termination Date”). In the event that of an extension of the then existing Facility Termination Date pursuant to this Section 2.21, the Borrower shall have the right, at least one Committed Purchaser agrees its own expense, to extend solicit commitments from existing Lenders and/or other banks or financial institutions reasonably acceptable to the Facility Administrative Agent, the LC Issuers and the Swingline Lender (each, an “Eligible Replacement Lender”) to replace the Commitment of any Non-Consenting Lenders for the remaining duration of this Agreement. Any Eligible Replacement Lender (if not already a Lender hereunder) shall become a party to this Agreement as a Lender by delivering an executed Joinder Agreement to the Administrative Agent and the Borrower. The Commitment of each Non-Consenting Lender shall terminate on the Prior Termination Date, all Advances and other amounts payable hereunder to such Non-Consenting Lenders shall be subject to the Seller PartiesPrior Termination Date and, to the extent such Non-Consenting Lender’s Commitment is not replaced as provided above, the Collateral Agent, the extending Committed Purchasers and the applicable Managing Agent or Managing Agents shall enter into such documents as such extending Committed Purchasers may deem necessary or appropriate to reflect such extension, and all reasonable costs and expenses incurred by such Committed Purchasers, the Managing Agents and the Collateral Agent (including reasonable attorneys’ fees) Commitments hereunder shall be paid reduced by the Selleramount of the Commitment of each such Non-Consenting Lender so terminated on the Prior Termination Date. In Notwithstanding anything to the event that any Committed Purchaser (a) declines the request to extend contrary in this Section 2.21, the Facility Termination Date shall not be extended unless the aggregate Commitments of the Consenting Lenders and any Eligible Replacement Lenders joining this Agreement pursuant to this Section 2.21(b) are greater than or equal to the Aggregate Outstanding Credit Exposure as of each Prior Termination Date. (bc) is An extension of the Facility Termination Date pursuant to this Section 2.21 shall only become effective upon the receipt by the Administrative Agent of a certificate (the statements contained in which shall be true) of a Purchaser Group with respect duly authorized officer of the Borrower stating that both before and after giving effect to which the Seller did not seek an such extension of the Facility Termination Date (each i) no Default has occurred and is continuing and (ii) all representations and warranties contained in Article 5 are true and correct in all material respects on and as of the date such Committed Purchaser being referred to herein extension is made, except for such representations or warranties which by their terms are made as a “Non-Renewing Committed Purchaser”), and, in the case of a Non-Renewing Committed Purchaser described in clause (a)specified date, the Commitment which shall be true and correct as of such Non-Renewing Committed Purchaser is not assigned to another Person in accordance with specified date. (d) Effective on and after the terms of this Article XI prior to the then current Facility Prior Termination Date, (i) each of the Purchase Limit Non-Consenting Lenders shall be reduced by an amount equal to automatically released from their respective LC Obligations and (ii) the LC Obligations of each such Lender (other than the Non-Renewing Committed PurchaserConsenting Lenders) shall be automatically adjusted to equal such Lender’s Commitment on the then current Facility Termination DatePro Rata Share of such LC Obligations.

Extension of Facility Termination Date. The Seller Borrower shall have two (2) options (each, an “Extension Option”) to extend the then applicable Facility Termination Date for a period of six (6) months per extension (for a total extension of one (1) year). Subject to the conditions set forth below, the Borrower may advise any Managing exercise an Extension Option by delivering a written notice to Administrative Agent in writing (who shall provide such notice, promptly upon receipt, to each of its desire the Lenders) not more than one hundred twenty (120) days and not less than thirty (30) days prior to the then applicable Facility Termination Date (a “Notice to Extend”), stating that the Borrower has elected to extend the Facility Termination Date for an additional period not exceeding 364 days, provided such request is made not more than 90 days prior to, six (6) months. The Borrower’s right to exercise each Extension Option shall be subject to the following terms and not less than 60 days prior to, conditions: (i) there shall exist no Default or Unmatured Default on both the date the Borrower delivers the Notice to Extend to the Administrative Agent and on the then current Facility Termination Date. Each Managing Agent so advised by the Seller shall promptly notify each Committed Purchaser in its related Purchaser Group of any such request and each such Committed Purchaser shall notify its related Managing Agent, the Collateral Agent and the Seller of its decision to accept or decline the request for such extension no later than 30 days prior to the then current Facility Termination Date (it being understood that each Committed Purchaser may accept or decline such request in its sole discretion and on such terms as it may elect, and the failure to so notify its Managing Agent, the Collateral Agent and the Seller shall be deemed an election not to extend by such Committed Purchaser). In the event that at least one Committed Purchaser agrees to extend the applicable scheduled Facility Termination Date, (ii) the Seller PartiesBorrower shall have paid to the Administrative Agent for the account of each Lender for each extension an extension fee equal to 0.075% of such Lender’s percentage share of the Aggregate Commitment simultaneously with delivery of the Notice to Extend, (iii) the Collateral Agent, representations and warranties of the extending Committed Purchasers Borrower contained in Article V shall be true and correct in all material respects as of the date the Borrower delivers the Notice to Extend and the applicable Managing Agent or Managing Agents shall enter into such documents as such extending Committed Purchasers may deem necessary or appropriate to reflect such extension, and all reasonable costs and expenses incurred by such Committed Purchasers, the Managing Agents and the Collateral Agent (including reasonable attorneys’ fees) shall be paid by the Seller. In the event that any Committed Purchaser (a) declines the request to extend the Facility Termination Date or (b) is in a Purchaser Group with respect to which the Seller did not seek an extension of the Facility Termination Date (each such Committed Purchaser being referred to herein as a “Non-Renewing Committed Purchaser”), and, in the case of a Non-Renewing Committed Purchaser described in clause (a), the Commitment of such Non-Renewing Committed Purchaser is not assigned to another Person in accordance with the terms of this Article XI prior to the then current Facility Termination Date; provided that any representation or warranty that is qualified as to “materiality”, the Purchase Limit Material Adverse Effect or similar language shall be reduced true and correct in all respects on such date and any such representation or warranty that is stated to relate solely to an earlier date shall be true and correct on and as of such earlier date, and (iv) the Borrower shall be in compliance with the covenants contained in Article VI, as evidenced by an amount equal a certificate from the Borrower of the sort required by Section 6.1(v) (based on financial results for the most recent calendar quarter for which the Borrower is required to each such Non-Renewing Committed Purchaser’s Commitment on the then current Facility Termination Datereport financial results).

Extension of Facility Termination Date. The Seller may (a) So long as no Default or Event of Default has occurred and is continuing and subject to the satisfaction of the conditions set forth in Sections 2.24(b) and 2.24(c), the Borrower may, not more than two (2) times during the term of this Agreement, no earlier than sixty (60) days and no later than thirty (30) days prior to each anniversary of the Closing Date (such anniversary, an “Extension Date”) request through written notice to the Administrative Agent (the “Extension Notice”), that the Lenders extend the then existing Revolving Termination Date for an additional one-year period. Each Lender, acting in its sole discretion, shall, by notice to the Administrative Agent no later than the applicable Extension Date (except in the year in which the then existing Revolving Termination Date shall occur, in which case such written notice shall be delivered by the Lenders no later than fifteen (15) days prior to the then existing Revolving Termination Date) (such date, the “Consent Date”), advise any Managing the Administrative Agent in writing of its desire to extend (any such Lender, an “Extending Lender”) or not to so extend (any such Lender, a “Non-Extending Lender”) such date. Any Lender that does not advise the Facility Termination Administrative Agent by the Consent Date for an additional period not exceeding 364 days, provided such request is made not more than 90 days prior to, and not less than 60 days prior to, shall be deemed to be a Non-Extending Lender. No Lender shall be under any obligation or commitment to extend the then current Facility existing Revolving Termination Date. Each Managing Agent so advised by the Seller shall promptly notify each Committed Purchaser in its related Purchaser Group The election of any Lender to agree to such request and each extension shall not obligate any other Lender to agree to such Committed Purchaser shall notify its related Managing Agentextension. (b) On the Consent Date, if Lenders holding Commitments that aggregate more than 50% of the Total Revolving Commitments (or, if the Revolving Commitments have expired or been terminated, the Collateral Agent and Total Revolving Extensions of Credit then outstanding) shall have agreed to such extension, then the Seller then existing Revolving Termination Date applicable to the Extending Lenders shall be extended to the date that is one (1) year after the then existing Revolving Termination Date. All Revolving Extensions of its decision to accept or decline the request for such extension no later than 30 days prior Credit of each Non-Extending Lender shall be subject to the then current Facility existing Revolving Termination Date Date, without giving effect to such extension (it being understood that each Committed Purchaser may accept or decline such request in its sole discretion and on such terms as it may elect, and the failure to so notify its Managing Agentdate, the Collateral Agent and the Seller shall be deemed an election not to extend by such Committed Purchaser“Prior Termination Date”). In the event that at least one Committed Purchaser agrees to extend the Facility Termination Date, the Seller Parties, the Collateral Agent, the extending Committed Purchasers and the applicable Managing Agent or Managing Agents shall enter into such documents as such extending Committed Purchasers may deem necessary or appropriate to reflect such extension, and all reasonable costs and expenses incurred by such Committed Purchasers, the Managing Agents and the Collateral Agent (including reasonable attorneys’ fees) shall be paid by the Seller. In the event that any Committed Purchaser (a) declines the request to extend the Facility Termination Date or (b) is in a Purchaser Group with respect to which the Seller did not seek of an extension of the Facility then existing Revolving Termination Date (each such Committed Purchaser being referred pursuant to herein as a “Non-Renewing Committed Purchaser”), and, in the case of a Non-Renewing Committed Purchaser described in clause (athis Section 2.24(b), the Borrower shall have the right, at its own expense, to solicit commitments from existing Lenders and/or other banks or financial institutions reasonably acceptable to the Administrative Agent (each, an “Eligible Replacement Lender”) to replace the Revolving Commitment of any Non-Extending Lenders for the remaining duration of this Agreement. Any Eligible Replacement Lender (if not already a Lender hereunder) shall become a party to this Agreement as a Lender by delivering an executed Joinder Agreement to the Administrative Agent and the Borrower. The Revolving Commitment of each Non-Extending Lender shall terminate on the Prior Termination Date, all Revolving Extensions of Credit and other amounts payable hereunder to such Non-Renewing Committed Purchaser Extending Lenders shall be subject to the Prior Termination Date and, to the extent such Non-Extending Lender’s Revolving Commitment is not assigned to another Person in accordance with the terms of this Article XI prior to the then current Facility Termination Datereplaced as provided above, the Purchase Limit Revolving Commitments hereunder shall be reduced by an the amount equal to of the Revolving Commitment of each such Non-Renewing Committed Purchaser’s Commitment Extending Lender so terminated on the then current Facility Prior Termination Date. Notwithstanding anything to the contrary in this Section 2.24(b), the Revolving Termination Date shall not be extended unless the aggregate Revolving Commitments of the Extending Lenders and any Eligible Replacement Lenders joining this Agreement pursuant to this Section 2.24(b) are greater than or equal to the aggregate amount of the Revolving Extensions of Credit as of each Prior Termination Date. (c) An extension of the Revolving Termination Date pursuant to this Section 2.24(c) shall only become effective upon the receipt by the Administrative Agent of a certificate (the statements contained in which shall be true) of duly authorized officers of each of the Borrower and Holdings stating that both before and after giving effect to such extension of the Revolving Termination Date, (i) no Default or Event of Default shall then exist or have occurred and be continuing and (ii) the other conditions set forth in Section 5.2 shall have been satisfied. (d) Effective on and after the Prior Termination Date, (i) each of the Non-Extending Lenders shall be automatically released from their respective L/C Obligations and (ii) the L/C Obligations of each Lender (other than the Non-Extending Lenders) shall be automatically adjusted to equal such Lender’s Revolving Percentage of such L/C Obligations.

Extension of Facility Termination Date. The Seller Borrower may advise any Managing Agent in writing request an extension of its desire to extend the Facility Termination Date by submitting a request for an additional period not exceeding 364 extension to the Agent (an "Extension Request") no more than 45 days, provided such request is made not more than 90 days prior to, and not but no less than 60 days 30 days, prior to, to the then current effective Facility Termination Date. Each Managing Agent so advised extension effected pursuant to this Section 2.18 shall commence on the then effective Facility Termination Date (the "Extension Date"). The Extension Request must specify the new Facility Termination Date requested by the Seller Borrower, which date shall promptly be no more than 364 days (the "Extension Period") after the Extension Date, including the Extension Date as one of the days in the calculation of the days elapsed. Promptly upon receipt of an Extension Request, the Agent shall notify each Committed Purchaser in Lender of the contents thereof and shall request each Lender to approve the Extension Request. Each Lender approving the Extension Request shall deliver its related Purchaser Group of any such request and each such Committed Purchaser shall notify its related Managing Agent, written consent to the Collateral Agent and the Seller of its decision to accept or decline the request for such extension no later earlier than 30 days prior to the then current effective Facility Termination Date (it being understood that each Committed Purchaser may accept or decline such request in its sole discretion and on such terms as it may elect, and no later than 20 days after receipt of the failure to so notify its Managing Agent, the Collateral Agent and the Seller shall be deemed an election not to extend by such Committed Purchaser)Extension Request. In the event that at least one Committed Purchaser a Lender shall fail to notify the Agent within such period as to whether it agrees to extend the Facility Termination DateExtension Request, such Lender shall be deemed to have refused the Seller Parties, Extension Request. If the Collateral consent of the Required Lenders is timely received by the Agent, the extending Committed Purchasers new Facility Termination Date specified in the Extension Request shall become effective on the Extension Date as to such consenting Lenders only (and not as to any Lender which has not consented to such extension), and the applicable Managing Agent or Managing Agents shall enter into such documents as such extending Committed Purchasers may deem necessary or appropriate promptly notify the Borrower and each consenting Lender of the new Facility Termination Date and new Aggregate Commitment. Notwithstanding anything contained in this Agreement to reflect such extensionthe contrary, and all reasonable costs and expenses incurred by such Committed Purchasers, the Managing Agents and the Collateral Agent (including reasonable attorneys’ fees) shall be paid by the Seller. In the event that any Committed Purchaser (a) declines all Obligations hereunder owing to the request to extend non- extending Lenders shall be due and payable on the Facility Termination Date or without giving effect to any requested extension, (b) is in a Purchaser Group with respect to which the Seller did not seek an extension Aggregate Commitment as of the Facility Termination Date (each such Committed Purchaser being referred to herein as a “Non-Renewing Committed Purchaser”), and, in commencement of the case of a Non-Renewing Committed Purchaser described in clause (a), the Commitment of such Non-Renewing Committed Purchaser is not assigned to another Person in accordance with the terms of this Article XI prior to the then current Facility Termination Date, the Purchase Limit Extension Period shall be reduced by to an amount equal to the sum of the Commitments of the Lenders ultimately consenting to the Extension Request, and (c) each Lender may, in its sole discretion, grant or deny its consent with respect to any proposed Extension Request. Any Lender not granting the Extension Request shall, if the Borrower has selected an assignee for such Non-Renewing Committed Purchaser’s Lender reasonably acceptable to the Agent prior to the Extension Date, promptly assign to such assignee its rights and obligations hereunder in respect of all or that portion of such Lender's Commitment on the then current Facility Termination Dateas such assignee is willing to accept, all in accordance with Section 12.3.

Extension of Facility Termination Date. The Seller may advise any Managing Agent in writing of its desire to extend the Facility Termination Date for an additional period not exceeding 364 days, provided such request is made not more than 90 days prior to, and not less than 60 days prior to, the then current Facility Termination Date. Each Managing Agent so advised by the Seller shall promptly notify each Committed Purchaser in its related Purchaser Group of any such request and each such Committed Purchaser shall notify its related Managing Agent, the Collateral Agent and the Seller of its decision to accept or decline the request for such extension no later than 30 days prior to the then current Facility Termination Date (it being understood that each Committed Purchaser may accept or decline such request in its sole discretion and on such terms as it may elect, and the failure to so notify its Managing Agent, the Collateral Agent and the Seller shall be deemed an election not to extend by such Committed Purchaser). In the event that at least one Committed Purchaser agrees to extend the Facility Termination Date, the Seller Parties, the Collateral Agent, the extending Committed Purchasers and the applicable Managing Agent or Managing Agents shall enter into such documents as such extending Committed Purchasers may deem necessary or appropriate to reflect such extension, and all reasonable costs and expenses incurred by such Committed Purchasers, the Managing Agents and the Collateral Agent (including reasonable attorneys’ fees) shall be paid by the Seller. In the event that any Committed Purchaser (a) declines Not more than once in any fiscal year of the Borrower, the Borrower may request to extend the Facility Termination Date or (b) is in a Purchaser Group with respect to which the Seller did not seek an extension of the Facility Termination Date to a date not later than the fifth (5th) anniversary of the date of such request by submitting a request for an extension (the “Extension Request”) to the Agent not less than 180 days prior to the then scheduled Facility Termination Date. Promptly upon (but not later than five Business Days after) the Agent’s receipt and approval of the Extension Request, the Agent shall deliver to each Lender a copy of, and shall request each Lender to approve, the Extension Request. Each Lender approving the Extension Request shall deliver its written approval no later than 60 days after such Committed Purchaser being referred Lender’s receipt of the Extension Request. If the written approval of the Extension Request by Lenders whose Pro Rata Shares equal or exceed 66-2/3% in the aggregate is received by the Agent within such 60-day period and provided that, on the last day of such 60-day period, no Default exists and the representations and warranties contained in Article V and in the Guaranty are true and correct except to herein the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct on and as of such earlier date, then the Facility Termination Date shall be extended as specified in the Extension Request but only with respect to the Lenders that have given their written approval. Except to the extent that a Lender that did not give its written approval to such Extension Request (“Non-Renewing Committed PurchaserRejecting Lender”) is replaced as provided in Section 2.21, the Loans and all interest thereon, fees and other Obligations owed to such Rejecting Lender shall be paid in full on the Facility Termination Date as determined prior to such Extension Request (the “Rejecting Lender’s Facility Termination Date”), and, and Borrower shall make such additional payments (if any) of the Loan as are necessary to cause the Aggregate Credit Exposure not to exceed the Aggregate Commitment (as reduced) on any Rejecting Lender’s Termination Date. (b) If Lenders whose Pro Rata Shares equal or exceed 66-2/3% in the case aggregate approve the Extension Request, the Borrower, upon notice to the Agent and any Rejecting Lender, may, subject to the provisions of a Non-Renewing Committed Purchaser described in clause (athe last sentence of Section 2.20(c), terminate the Commitment of such Non-Renewing Committed Purchaser Rejecting Lender (or such portion of such Commitment that is not assigned to another Person a Replacement Lender in accordance with Section 2.21), which termination shall occur as of a date set forth in such Borrower’s notice but in no event more than thirty (30) days following such notice. The termination of a Lender’s Commitment shall be effected in accordance with Section 2.20(c). (c) If the Borrower elects to terminate a Commitment of a Rejecting Lender as provided in Section 2.20(b), the Borrower shall pay to the Rejecting Lender all Obligations due and owing to it hereunder or under any other Loan Document, including, without limitation, the aggregate outstanding principal amount of the Loans owed to such Rejecting Lender, together with accrued interest thereon through the date of such termination, amounts payable under Sections 3.1 and 3.2 and the Reimbursement Obligations, Commitment Fees and LC Fees payable to such Rejecting Lender. Upon request by the Borrower or the Agent, the Rejecting Lender will deliver to the Borrower and the Agent a letter setting forth the amounts payable to such Rejecting Lender as set forth above. Upon the termination of such Rejecting Lender’s Commitment and payment of the amounts provided for in the immediately preceding sentence, the Borrower shall have no further obligations to such Rejecting Lender under this Agreement and such Rejecting Lender shall cease to be a Lender, provided, however, that such Rejecting Lender shall continue to be entitled to the benefits of Sections 2.19.10, 2.19.11, 2.19.12, 3.1, 3.2, 3.4, 3.5, 6.8(c), 9.6, 9.10 and this Section 2.20(c), as well as to any fees accrued for its account hereunder not yet paid, and shall continue to be obligated under Section 10.8 with respect to obligations and liabilities accruing prior to the termination of such Rejecting Lender’s Commitment. If, as a result of the termination of the Rejecting Lender’s Commitment, any payment of a Eurodollar Loan occurs on a day which is not the last day of the applicable Interest Period, the Borrower shall pay to the Agent for the benefit of the Lenders (including any Rejecting Lender) any loss or cost incurred by the Lenders (including any Rejecting Lender) resulting therefrom in accordance with Section 3.4. Upon the effective date of the termination of the Rejecting Lender’s Commitment, the Aggregate Commitment shall be reduced by the amount of the terminated Commitment of the Rejecting Lender, and each other Lender shall be deemed to have irrevocably and unconditionally purchased and received (subject to the provisions of the last sentence of this Section 2.20(c)), without recourse or warranty, from the Rejecting Lender, an undivided interest and participation in any Facility LC then outstanding, ratably, such that each Lender (excluding the Rejecting Lender but including any Replacement Lender that acquires an interest hereunder from such Rejecting Lender) holds a participation interest in each Facility LC in proportion to the ratio that such Rejecting Lender’s Commitment (upon the effective date of such termination of the Rejecting Lender’s Commitment) bears to the Aggregate Commitment (as reduced by the termination of such Rejecting Lender’s Commitment or a part thereof). Notwithstanding the foregoing, if, upon the termination of the Commitment of such Rejecting Lender, the Aggregate Credit Exposure would exceed the Aggregate Commitment (as reduced), the Borrower may not terminate such Rejecting Lender’s Commitment unless the Borrower, on or prior to the effective date of such termination, prepays, in accordance with the terms provisions of this Article XI prior Agreement, outstanding Advances or Swing Line Loans or causes to be canceled, released and returned to the then current applicable LC Issuer outstanding Facility Termination DateLCs or deposits cash into the Facility LC Collateral Account in sufficient amounts in the aggregate such that, on the effective date of such termination, the Purchase Limit Aggregate Credit Exposure, less the amounts held in the Facility LC Collateral Account, does not exceed the Aggregate Commitment (as reduced). In the event that the Borrower makes such deposit into the Facility LC Collateral Account, such deposits shall be reduced applied by an amount equal the Agent to each such Non-Renewing Committed Purchaser’s Commitment pay to the applicable LC Issuer amounts drawn on any Facility LC that are not reimbursed by the then current Facility Termination DateBorrower and, provided no Default has occurred that is continuing, shall be returned to the Borrower when the Aggregate Credit Exposure equals or is less than the Aggregate Commitment.

Extension of Facility Termination Date. The Seller may advise any Managing Agent in writing of its desire to extend the Facility Termination Date for an additional period not exceeding 364 days, provided such request is made not more than 90 days prior to, and not less than 60 days prior to, the then current Facility Termination Date. Each Managing Agent so advised by the Seller shall promptly notify each Committed Purchaser in its related Purchaser Group of any such request and each such Committed Purchaser shall notify its related Managing Agent, the Collateral Agent and the Seller of its decision to accept or decline the request for such extension no later than 30 days prior to the then current Facility Termination Date (it being understood that each Committed Purchaser may accept or decline such request in its sole discretion and on such terms as it may elect, and the failure to so notify its Managing Agent, the Collateral Agent and the Seller shall be deemed an election not to extend by such Committed Purchaser). In the event that at least one Committed Purchaser agrees to extend the Facility Termination Date, the Seller Parties, the Collateral Agent, the extending Committed Purchasers and the applicable Managing Agent or Managing Agents shall enter into such documents as such extending Committed Purchasers may deem necessary or appropriate to reflect such extension, and all reasonable costs and expenses incurred by such Committed Purchasers, the Managing Agents and the Collateral Agent (including reasonable attorneys’ fees) shall be paid by the Seller. In the event that any Committed Purchaser (a) declines Not more than once in any fiscal year of the Borrower, the Borrower may request to extend the Facility Termination Date or (b) is in a Purchaser Group with respect to which the Seller did not seek an extension of the Facility Termination Date to a date not later than the fifth (5th) anniversary of the date of such request by submitting a request for an extension (the “Extension Request”) to the Agent not less than 180 days prior to the then scheduled Facility Termination Date. Promptly upon (but not later than five Business Days after) the Agent’s receipt and approval of the Extension Request, the Agent shall deliver to each Lender a copy of, and shall request each Lender to approve, the Extension Request. Each Lender approving the Extension Request shall deliver its written approval no later than 60 days after such Committed Purchaser being referred Lender’s receipt of the Extension Request. If the written approval of the Extension Request by Lenders whose Pro Rata Shares equal or exceed 66-2/3% in the aggregate is received by the Agent within such 60-day period and provided that, on the last day of such 60-day period, no Default exists and the representations and warranties contained in Article V and in the Guaranty are true and correct except to herein the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct on and as of such earlier date, then the Facility Termination Date shall be extended as specified in the Extension Request but only with respect to the Lenders that have given their written approval. Except to the extent that a Lender that did not give its written approval to such Extension Request (“Non-Renewing Committed PurchaserRejecting Lender”) is replaced as provided in Section 2.21, the Loans and all interest thereon, fees and other Obligations owed to such Rejecting Lender shall be paid in full on the Facility Termination Date as determined prior to such Extension Request (the “Rejecting Lender’s Facility Termination Date”), and, and Borrower shall make such additional payments (if any) of the Loan as are necessary to cause the Aggregate Credit Exposure not to exceed the Aggregate Commitment (as reduced) on any Rejecting Lender’s Termination Date. (a) If Lenders whose Pro Rata Shares equal or exceed 66-2/3% in the case aggregate approve the Extension Request, the Borrower, upon notice to the Agent and any Rejecting Lender, may, subject to the provisions of a Non-Renewing Committed Purchaser described in clause (athe last sentence of Section 2.20(c), terminate the Commitment of such Non-Renewing Committed Purchaser Rejecting Lender (or such portion of such Commitment that is not assigned to another Person a Replacement Lender in accordance with Section 2.21), which termination shall occur as of a date set forth in such Borrower’s notice but in no event more than thirty (30) days following such notice. The termination of a Lender’s Commitment shall be effected in accordance with Section 2.20(c). (b) If the Borrower elects to terminate a Commitment of a Rejecting Lender as provided in Section 2.20(b), the Borrower shall pay to the Rejecting Lender all Obligations due and owing to it hereunder or under any other Loan Document, including, without limitation, the aggregate outstanding principal amount of the Loans owed to such Rejecting Lender, together with accrued interest thereon through the date of such termination, amounts payable under Sections 3.1 and 3.2 and the Reimbursement Obligations, Commitment Fees and LC Fees payable to such Rejecting Lender. Upon request by the Borrower or the Agent, the Rejecting Lender will deliver to the Borrower and the Agent a letter setting forth the amounts payable to such Rejecting Lender as set forth above. Upon the termination of such Rejecting Lender’s Commitment and payment of the amounts provided for in the immediately preceding sentence, the Borrower shall have no further obligations to such Rejecting Lender under this Agreement and such Rejecting Lender shall cease to be a Lender, provided, however, that such Rejecting Lender shall continue to be entitled to the benefits of Sections 2.19.10, 2.19.11, 2.19.12, 3.1, 3.2, 3.4, 3.5, 6.8(c), 9.6, 9.10 and this Section 2.20(c), as well as to any fees accrued for its account hereunder not yet paid, and shall continue to be obligated under Section 10.8 with respect to obligations and liabilities accruing prior to the termination of such Rejecting Lender’s Commitment. If, as a result of the termination of the Rejecting Lender’s Commitment, any payment of a Eurodollar Loan occurs on a day which is not the last day of the applicable Interest Period, the Borrower shall pay to the Agent for the benefit of the Lenders (including any Rejecting Lender) any loss or cost incurred by the Lenders (including any Rejecting Lender) resulting therefrom in accordance with Section 3.4. Upon the effective date of the termination of the Rejecting Lender’s Commitment, the Aggregate Commitment shall be reduced by the amount of the terminated Commitment of the Rejecting Lender, and each other Lender shall be deemed to have irrevocably and unconditionally purchased and received (subject to the provisions of the last sentence of this Section 2.20(c)), without recourse or warranty, from the Rejecting Lender, an undivided interest and participation in any Facility LC then outstanding, ratably, such that each Lender (excluding the Rejecting Lender but including any Replacement Lender that acquires an interest hereunder from such Rejecting Lender) holds a participation interest in each Facility LC in proportion to the ratio that such Rejecting Lender’s Commitment (upon the effective date of such termination of the Rejecting Lender’s Commitment) bears to the Aggregate Commitment (as reduced by the termination of such Rejecting Lender’s Commitment or a part thereof). Notwithstanding the foregoing, if, upon the termination of the Commitment of such Rejecting Lender, the Aggregate Credit Exposure would exceed the Aggregate Commitment (as reduced), the Borrower may not terminate such Rejecting Lender’s Commitment unless the Borrower, on or prior to the effective date of such termination, prepays, in accordance with the terms provisions of this Article XI prior Agreement, outstanding Advances or Swing Line Loans or causes to be canceled, released and returned to the then current applicable LC Issuer outstanding Facility Termination DateLCs or deposits cash into the Facility LC Collateral Account in sufficient amounts in the aggregate such that, on the effective date of such termination, the Purchase Limit Aggregate Credit Exposure, less the amounts held in the Facility LC Collateral Account, does not exceed the Aggregate Commitment (as reduced). In the event that the Borrower makes such deposit into the Facility LC Collateral Account, such deposits shall be reduced applied by an amount equal the Agent to each such Non-Renewing Committed Purchaser’s Commitment pay to the applicable LC Issuer amounts drawn on any Facility LC that are not reimbursed by the then current Facility Termination DateBorrower and, provided no Default has occurred that is continuing, shall be returned to the Borrower when the Aggregate Credit Exposure equals or is less than the Aggregate Commitment.

Extension of Facility Termination Date. (a) The Seller may advise any Managing Borrowers may, no earlier than 60 days and no later than 30 days prior to each anniversary of the Fourth Amendment Effective Date (such anniversary, an “Extension Date”), request through written notice to the Agent substantially in writing the form of its desire to Exhibit E (the “Extension Notice”), that the Lenders extend the then existing Facility Termination Date for an additional period one year period; provided that the Borrowers may not exceeding 364 days, provided such request is made not extend the then-existing Facility Termination Date pursuant to this Section 2.4 more than 90 days prior to, and not less than 60 days prior to, two (2) times during the then current Facility Termination term of this Agreement after the Fourth Amendment Effective Date. Each Managing Lender, acting in its sole discretion, shall, by notice to the Agent so advised no earlier than 30 days prior to the applicable Extension Date and no later than the applicable Extension Date (except with respect to the year in which the then existing Facility Termination Date shall occur, in which case such written notice shall be delivered by the Seller shall promptly notify each Committed Purchaser in its related Purchaser Group of any such request and each such Committed Purchaser shall notify its related Managing Agent, the Collateral Agent and the Seller of its decision to accept or decline the request for such extension Lenders no later than 30 days prior to the then current existing Facility Termination Date) (such date, the “Consent Date”), advise the Agent in writing of its desire to extend (any such Lender, a “Consenting Lender”) or not to so extend (any such Lender, a “Non-Consenting Lender”) such date. Any Lender that does not advise the Agent by the Consent Date shall be deemed to be a Non-Consenting Lender. No Lender shall be under any obligation or commitment to extend the then existing Facility Termination Date. The election of any Lender to agree to such extension shall not obligate any other Lender to agree to such extension. (b) If (and only if) Lenders holding Commitments that aggregate more than 50% of the Aggregate Commitment on the Consent Date shall have agreed to such extension, then the then existing Facility Termination Date applicable to the Consenting Lenders shall be extended to the date that is one year after the then existing Facility Termination Date. All Revolving Loans of each Non-Consenting Lender shall be subject to the then existing Facility Termination Date, without giving effect to such extension (it being understood that each Committed Purchaser may accept or decline such request in its sole discretion and on such terms as it may elect, and the failure to so notify its Managing Agentdate, the Collateral Agent and the Seller shall be deemed an election not to extend by such Committed Purchaser“Prior Facility Termination Date”). In the event that at least one Committed Purchaser agrees to extend the Facility Termination Date, the Seller Parties, the Collateral Agent, the extending Committed Purchasers and the applicable Managing Agent or Managing Agents shall enter into such documents as such extending Committed Purchasers may deem necessary or appropriate to reflect such extension, and all reasonable costs and expenses incurred by such Committed Purchasers, the Managing Agents and the Collateral Agent (including reasonable attorneys’ fees) shall be paid by the Seller. In the event that any Committed Purchaser (a) declines the request to extend the Facility Termination Date or (b) is in a Purchaser Group with respect to which the Seller did not seek of an extension of the then existing Facility Termination Date pursuant to this Section 2.4, the Borrowers shall have the right, at their own expense, to solicit commitments from existing Lenders and/or third party financial institutions reasonably acceptable to the Agent to replace the Commitment of any Non-Consenting Lenders for the remaining duration of the Facility. Any such financial institution (each such Committed Purchaser being referred if not already a Lender hereunder) shall become a party to herein this Agreement, as a “Lender pursuant to a joinder agreement in form and substance reasonably satisfactory to the Agent and the Borrowers. The Commitment of each Non-Renewing Committed PurchaserConsenting Lender and all Revolving Loans and other amounts payable hereunder to each Non-Consenting Lender shall terminate on the date (such date, the “Lender Termination Date”) that is the earlier of (i) the Prior Facility Termination Date and (ii) the date such Non-Consenting Lender has been replaced pursuant to this Section 2.4(b), and, in to the case of a extent such Non-Renewing Committed Purchaser described in clause (a)Consenting Lender’s Commitment is not replaced as provided above, the Aggregate Commitment hereunder shall be reduced by the amount of the Commitments of such Non-Renewing Committed Purchaser is not assigned to another Person Consenting Lenders so terminated on the Lender Termination Date. Any such reduction in the Aggregate Commitment shall be allocated among each Borrower’s Sublimit in accordance with the terms written notice of this Article XI prior the Borrowers to the then current Facility Agent. (c) Effective on and after the Lender Termination Date, (i) each of the Purchase Limit Non-Consenting Lenders shall be reduced by an amount equal automatically released from their respective risk participation obligations under Section 2.21 with respect to any outstanding Letters of Credit, (ii) the risk participation obligation of each such Lender (other than the Non-Renewing Committed PurchaserConsenting Lenders) under Section 2.21 with respect to any outstanding Letters of Credit (and the related LC Obligations) shall be automatically adjusted to equal such Lender’s Commitment on Pro Rata Share of such Letters of Credit (and the then current Facility Termination Daterelated LC Obligations), (iii) each of the Non-Consenting Lenders shall be automatically released from their respective risk participation obligations under Section 2.1(b) with respect to any outstanding Swingline Loans, and (iv) the risk participation obligation of each Lender (other than the Non-Consenting Lenders) under Section 2.1(b) with respect to any outstanding Swingline Loans shall be automatically adjusted to equal such Lender’s Pro Rata Share of such Swingline Loans.

Extension of Facility Termination Date. The Seller may advise any Managing Agent in writing of its desire to extend the Facility Termination Date for an additional period not exceeding 364 days, provided such request is made not more than 90 days prior to, and not less than 60 days prior to, the then current Facility Termination Date. Each Managing Agent so advised by the Seller shall promptly notify each Committed Purchaser in its related Purchaser Group of any such request and each such Committed Purchaser shall notify its related Managing Agent, the Collateral Agent and the Seller of its decision to accept or decline the request for such extension no later than 30 days prior to the then current Facility Termination Date (it being understood that each Committed Purchaser may accept or decline such request in its sole discretion and on such terms as it may elect, and the failure to so notify its Managing Agent, the Collateral Agent and the Seller shall be deemed an election not to extend by such Committed Purchaser). In the event that at least one Committed Purchaser agrees to extend the Facility Termination Date, the Seller Parties, the Collateral Agent, the extending Committed Purchasers and the applicable Managing Agent or Managing Agents shall enter into such documents as such extending Committed Purchasers may deem necessary or appropriate to reflect such extension, and all reasonable costs and expenses incurred by such Committed Purchasers, the Managing Agents and the Collateral Agent (including reasonable attorneys’ fees) shall be paid by the Seller. In the event that any Committed Purchaser (a) declines the The Borrower may request to extend the Facility Termination Date or (b) is in a Purchaser Group with respect to which the Seller did not seek an one-year extension of the Facility Termination Date by submitting a request for an extension to the Agent (each such Committed Purchaser being referred to herein as a “Non-Renewing Committed Purchaser”), and, in the case of a Non-Renewing Committed Purchaser described in clause (a), the Commitment of such Non-Renewing Committed Purchaser is not assigned to another Person in accordance with the terms of this Article XI an "Extension Request") no more than 27 months nor less than 25 months prior to the then current scheduled Facility Termination Date. Promptly upon (but not later than five Business Days after) receipt of the Extension Request, the Purchase Limit Agent shall notify each Lender of the contents thereof and shall request each Lender to approve the Extension Request. Each Lender approving the Extension Request shall deliver its written approval no later than 30 days later than the date of the Extension Request. If the approval of each of the Lenders is received by the Agent within 30 days of the date of the Extension Request (or as otherwise provided in Section 2.20(b)), the Agent shall promptly so notify the Borrower, each Lender and the Issuing Bank, and the Facility Termination Date shall be reduced extended by one year, and in such event the Borrower may thereafter request further extension(s) of the then scheduled Facility Termination Date in accordance with this Section 2.20. If any of the Lenders does not deliver to the Agent such Lender's written approval to any Extension Request within the 30 days of the date of such Extension Request, the Facility Termination Date shall not be extended, except as otherwise provided in Section 2.20(b). (b) If (i) any Lenders whose pro rata shares of the Aggregate Commitment do not exceed (in the aggregate) 20% of the Aggregate Commitment ("Rejecting Lenders") shall not approve an amount Extension Request, (ii) all rights and obligations of such Rejecting Lenders under this Agreement and under the other Loan Documents (including, without limitation, their Commitment and all Loans owing to them) shall have been assigned, within 90 days following such Extension Request, in accordance with Section 2.21, to one or more Replacement Lenders who shall have approved in writing such Extension Request at the time of such assignment, and (iii) no other Lender shall have given written notice to the Agent of such Lender's withdrawal of its approval of the Extension Request, the Agent shall promptly so notify the Borrower, each Lender and the Issuing Bank and the Facility Termination Date shall be extended by one year, and in such event the Borrower may thereafter request further extension(s) as provided in Section 2.20(a). (c) Within ten days of the Agent's notice to the Borrower that all of the Lenders have approved an Extension Request (whether pursuant to Section 2.20(a) or 2.20(b)), the Borrower shall pay to the Agent for the account of each Lender an extension fee equal to each the product of (i) such NonLender's Commitment and (ii) the fee set forth with respect to such Lender (or such Lender's predecessor-Renewing Committed Purchaser’s Commitment in-interest if such Lender is not a Lender on the then current Facility Termination Datedate hereof) set forth in Schedule 2.20 hereto.

Extension of Facility Termination Date. The Seller Commencing with the second anniversary of the Original Effective Date, the Borrower may advise any Managing Agent in writing annually request extensions of its desire to extend the Facility Termination Date by submitting a request for an additional period not exceeding 364 daysextension to the Agent (each, provided such request is made not an "Extension Request") no more than 90 days prior to, fifty-nine (59) and not no less than 60 days prior to, the then current Facility Termination Date. Each Managing Agent so advised by the Seller shall promptly notify each Committed Purchaser in its related Purchaser Group of any such request and each such Committed Purchaser shall notify its related Managing Agent, the Collateral Agent and the Seller of its decision to accept or decline the request for such extension no later than 30 forty-five (45) days prior to each anniversary of the Original Effective Date, which Extension Request shall specify (i) the new Facility Termination Date requested by the Borrower, which new Facility Termination Date shall be a date not later than one year after the then current Facility Termination Date and (it being understood ii) the date (which date must be not less than 20 days after the date of the Extension Request and not less than 10 days prior to the anniversary date immediately following the date of such Extension Request) as of which the Lenders must respond to the Extension Request (the "Response Date"), and which Extension Request shall constitute a representation and warranty by the Borrower that each Committed Purchaser may accept or decline the conditions contained in Section 4.2 have been satisfied as of the date of such request in and as of the then effective Facility Termination Date. Promptly upon receipt of an Extension Request, the Agent shall notify each Lender thereof and shall request each Lender to approve the Extension Request. Each Lender approving the Extension Request shall deliver its sole discretion and on such terms as it may elect, written consent no later than the Response Date (and the failure to so notify its Managing Agent, the Collateral Agent and the Seller provide such written consent by such date shall be deemed an election to be a decision not to extend by such Committed Purchaser)extend) and the Extension Request, if approved, shall become effective on or after the date (the "Effective Date") immediately preceding the next anniversary of the Original Effective Date. In the event The Commitment of each Lender that at least one Committed Purchaser agrees declines to extend with respect to the Facility Termination DateAggregate Commitment may, at the Seller Partiesoption of the Borrower, be replaced in accordance with Section 12.3 (but only to the Collateral Agent, extent a replacement Lender is then available) or the extending Committed Purchasers and the applicable Managing Agent or Managing Agents shall enter into such documents as such extending Committed Purchasers may deem necessary or appropriate Aggregate Commitment reduced. All Obligations due to reflect such extension, and all reasonable costs and expenses incurred by such Committed Purchasers, the Managing Agents and the Collateral Agent (including reasonable attorneys’ fees) each Lender that declines to extend its Commitment under this Section 2.22 shall be paid in full by the SellerBorrower to the Agent for the account of each such Lender on the then effective Facility Termination Date (without giving effect to any such requested extension thereto). In Lenders representing not less than 67% of the event that Aggregate Commitments and the Borrower must agree to any Committed Purchaser (a) declines the request extension with respect to extend the Facility Termination Date or (b) is in a Purchaser Group with respect for any such extension to which become effective, and the Seller did not seek an extension Agent shall promptly notify the Borrower and each Lender of the Facility Termination Date (each such Committed Purchaser being referred to herein as a “Non-Renewing Committed Purchaser”), and, in the case of a Non-Renewing Committed Purchaser described in clause (a), the Commitment of such Non-Renewing Committed Purchaser is not assigned to another Person in accordance with the terms of this Article XI prior to the then current Facility Termination Date, the Purchase Limit shall be reduced by an amount equal to each such Non-Renewing Committed Purchaser’s Commitment on the then current any new Facility Termination Date.

Extension of Facility Termination Date. The Seller may (a) So long as no Unmatured Default or Default has occurred and is continuing and subject to the conditions set forth in Section 2.21(c), the Borrower may, no earlier than sixty (60) days and no later than thirty (30) days prior to each anniversary of the Closing Date (such anniversary, an “Extension Date”) request through written notice to the Administrative Agent (the “Extension Notice”), that the Lenders extend the then existing Facility Termination Date for an additional one-year period. Each Lender, acting in its sole discretion, shall, by notice to the Administrative Agent no later than the applicable Extension Date (except in the year in which the then existing Facility Termination Date shall occur, in which case such written notice shall be delivered by the Lenders no later than fifteen (15) days prior to the then existing Facility Termination Date) (such date, the “Consent Date”), advise any Managing the Administrative Agent in writing of its desire to extend (any such Lender, a "Consenting Lender") or not to so extend (any such Lender, a "Non-Consenting Lender") such date. Any Lender that does not advise the Facility Termination Administrative Agent by the Consent Date for an additional period not exceeding 364 days, provided such request is made not more than 90 days prior to, and not less than 60 days prior to, shall be deemed to be a Non-Consenting Lender. No Lender shall be under any obligation or commitment to extend the then current existing Facility Termination Date. Each Managing Agent so advised by the Seller shall promptly notify each Committed Purchaser in its related Purchaser Group The election of any such request and each such Committed Purchaser shall notify its related Managing Agent, the Collateral Agent and the Seller of its decision Lender to accept or decline the request for agree to such extension no later shall not obligate any other Lender to agree to such extension. (b) If Lenders holding Commitments that aggregate more than 30 days prior 50% of the Aggregate Commitments on the Consent Date shall have agreed to such extension, then the then existing Facility Termination Date applicable to the Consenting Lenders shall be extended to the date that is one (1) year after the then existing Facility Termination Date. All Advances of each Non-Consenting Lender shall be subject to the then current existing Facility Termination Date Date, without giving effect to such extension (it being understood that each Committed Purchaser may accept or decline such request in its sole discretion and on such terms as it may elect, and the failure to so notify its Managing Agentdate, the Collateral Agent and the Seller shall be deemed an election not to extend by such Committed Purchaser“Prior Termination Date”). In the event that of an extension of the then existing Facility Termination Date pursuant to this Section 2.21, the Borrower shall have the right, at least one Committed Purchaser agrees its own expense, to extend solicit commitments from existing Lenders and/or other banks or financial institutions reasonably acceptable to the Facility Administrative Agent and the LC Issuing Bank (each, an “Eligible Replacement Lender”) to replace the Commitment of any Non-Consenting Lenders for the remaining duration of this Agreement. Any Eligible Replacement Lender (if not already a Lender hereunder) shall become a party to this Agreement as a Lender by delivering an executed Joinder Agreement to the Administrative Agent and the Borrower. The Commitment of each Non-Consenting Lender shall terminate on the Prior Termination Date, all Advances and other amounts payable hereunder to such Non-Consenting Lenders shall be subject to the Seller PartiesPrior Termination Date and, to the extent such Non-Consenting Lender’s Commitment is not replaced as provided above, the Collateral Agent, the extending Committed Purchasers and the applicable Managing Agent or Managing Agents shall enter into such documents as such extending Committed Purchasers may deem necessary or appropriate to reflect such extension, and all reasonable costs and expenses incurred by such Committed Purchasers, the Managing Agents and the Collateral Agent (including reasonable attorneys’ fees) Commitments hereunder shall be paid reduced by the Selleramount of the Commitment of each such Non-Consenting Lender so terminated on the Prior Termination Date. In Notwithstanding anything to the event that any Committed Purchaser (a) declines the request to extend contrary in this Section 2.21, the Facility Termination Date shall not be extended unless the aggregate Commitments of the Consenting Lenders and any Eligible Replacement Lenders joining this Agreement pursuant to this Section 2.21(b) are greater than or equal to the Aggregate Outstanding Credit Exposure as of each Prior Termination Date. (bc) is An extension of the Facility Termination Date pursuant to this Section 2.21 shall only become effective upon the receipt by the Administrative Agent of a certificate (the statements contained in which shall be true) of a Purchaser Group with respect duly authorized officer of the Borrower stating that both before and after giving effect to which the Seller did not seek an such extension of the Facility Termination Date (each i) no Event of Default has occurred and is continuing and (ii) all representations and warranties contained in Article 5 are true and correct in all material respects on and as of the date such Committed Purchaser being referred to herein extension is made, except for such representations or warranties which by their terms are made as a “Non-Renewing Committed Purchaser”), and, in the case of a Non-Renewing Committed Purchaser described in clause (a)specified date, the Commitment which shall be true and correct as of such Non-Renewing Committed Purchaser is not assigned to another Person in accordance with specified date. (d) Effective on and after the terms of this Article XI prior to the then current Facility Prior Termination Date, (i) each of the Purchase Limit Non-Consenting Lenders shall be reduced by an amount equal to automatically released from their respective LC Obligations and (ii) the LC Obligations of each such Lender (other than the Non-Renewing Committed PurchaserConsenting Lenders) shall be automatically adjusted to equal such Lender’s Commitment on the then current Facility Termination DatePro Rata Share of such LC Obligations.

Extension of Facility Termination Date. The Seller may (a) So long as no Unmatured Default or Default has occurred and is continuing and subject to the conditions set forth in Section 2.21(c), the Borrower may, not more than two (2) times during the term of this Agreement after the First Amendment Effective Date, no earlier than sixty (60) days and no later than thirty (30) days prior to each anniversary of the Closing Date (such anniversary, an “Extension Date”) request through written notice to the Administrative Agent (the “Extension Notice”), that the Lenders extend the then existing Facility Termination Date for an additional one-year period. Each Lender, acting in its sole discretion, shall, by notice to the Administrative Agent no later than the applicable Extension Date (except in the year in which the then existing Facility Termination Date shall occur, in which case such written notice shall be delivered by the Lenders no later than fifteen (15) days prior to the then existing Facility Termination Date) (such date, the “Consent Date”), advise any Managing the Administrative Agent in writing of its desire to extend (any such Lender, a “Consenting Lender”) or not to so extend (any such Lender, a “Non-Consenting Lender”) such date. Any Lender that does not advise the Facility Termination Administrative Agent by the Consent Date for an additional period not exceeding 364 days, provided such request is made not more than 90 days prior to, and not less than 60 days prior to, shall be deemed to be a Non-Consenting Lender. No Lender shall be under any obligation or commitment to extend the then current existing Facility Termination Date. Each Managing Agent so advised by the Seller shall promptly notify each Committed Purchaser in its related Purchaser Group The election of any such request and each such Committed Purchaser shall notify its related Managing Agent, the Collateral Agent and the Seller of its decision Lender to accept or decline the request for agree to such extension no later shall not obligate any other Lender to agree to such extension. (b) On the Consent Date, if Lenders holding Commitments that aggregate more than 30 days prior 50% of the Aggregate Commitments shall have agreed to such extension, then the then existing Facility Termination Date applicable to the Consenting Lenders shall be extended to the date that is one (1) year after the then existing Facility Termination Date. All Advances of each Non-Consenting Lender shall be subject to the then current existing Facility Termination Date Date, without giving effect to such extension (it being understood that each Committed Purchaser may accept or decline such request in its sole discretion and on such terms as it may elect, and the failure to so notify its Managing Agentdate, the Collateral Agent and the Seller shall be deemed an election not to extend by such Committed Purchaser“Prior Termination Date”). In the event that of an extension of the then existing Facility Termination Date pursuant to this Section 2.21, the Borrower shall have the right, at least one Committed Purchaser agrees its own expense, to extend solicit commitments from existing Lenders and/or other banks or financial institutions reasonably acceptable to the Facility Administrative Agent, the LC Issuers and the Swingline Lender (each, an “Eligible Replacement Lender”) to replace the Commitment of any Non-Consenting Lenders for the remaining duration of this Agreement. Any Eligible Replacement Lender (if not already a Lender hereunder) shall become a party to this Agreement as a Lender by delivering an executed Joinder Agreement to the Administrative Agent and the Borrower. The Commitment of each Non-Consenting Lender shall terminate on the Prior Termination Date, all Advances and other amounts payable hereunder to such Non-Consenting Lenders shall be subject to the Seller PartiesPrior Termination Date and, to the extent such Non-Consenting Lender’s Commitment is not replaced as provided above, the Collateral Agent, the extending Committed Purchasers and the applicable Managing Agent or Managing Agents shall enter into such documents as such extending Committed Purchasers may deem necessary or appropriate to reflect such extension, and all reasonable costs and expenses incurred by such Committed Purchasers, the Managing Agents and the Collateral Agent (including reasonable attorneys’ fees) Commitments hereunder shall be paid reduced by the Selleramount of the Commitment of each such Non-Consenting Lender so terminated on the Prior Termination Date. In Notwithstanding anything to the event that any Committed Purchaser (a) declines the request to extend contrary in this Section 2.21, the Facility Termination Date shall not be extended unless the aggregate Commitments of the Consenting Lenders and any Eligible Replacement Lenders joining this Agreement pursuant to this Section 2.21(b) are greater than or equal to the Aggregate Outstanding Credit Exposure as of each Prior Termination Date. (bc) is An extension of the Facility Termination Date pursuant to this Section 2.21 shall only become effective upon the receipt by the Administrative Agent of a certificate (the statements contained in which shall be true) of a Purchaser Group with respect duly authorized officer of the Borrower stating that both before and after giving effect to which the Seller did not seek an such extension of the Facility Termination Date (each i) no Default has occurred and is continuing and (ii) all representations and warranties contained in Article 5 are true and correct in all material respects on and as of the date such Committed Purchaser being referred to herein extension is made, except for such representations or warranties which by their terms are made as a “Non-Renewing Committed Purchaser”), and, in the case of a Non-Renewing Committed Purchaser described in clause (a)specified date, the Commitment which shall be true and correct as of such Non-Renewing Committed Purchaser is not assigned to another Person in accordance with specified date. (d) Effective on and after the terms of this Article XI prior to the then current Facility Prior Termination Date, (i) each of the Purchase Limit Non-Consenting Lenders shall be reduced by an amount equal to automatically released from their respective LC Obligations and (ii) the LC Obligations of each such Lender (other than the Non-Renewing Committed PurchaserConsenting Lenders) shall be automatically adjusted to equal such Lender’s Commitment on the then current Facility Termination DatePro Rata Share of such LC Obligations.