Common use of Extension of Final Maturity Date Clause in Contracts

Extension of Final Maturity Date. (a) Provided no Default or Event of Default has occurred that is continuing, the Borrower may request a one-year extension of the Final Maturity Date by submitting a request for an extension to the Administrative Agent (an "Extension Request") not more than eighteen (18) months nor less than fifteen (15) months prior to the then scheduled Final Maturity Date. Promptly upon (but not later than three (3) Business Days after) receipt of the Extension Request, the Administrative Agent shall notify each Lender of, and shall request each Lender, at its election, to approve or disapprove, the Extension Request. Each Lender approving the Extension Request shall deliver its written approval no later than thirty (30) days after the date of the Extension Request. If the approval of each of the Lenders is received by the Administrative Agent within thirty (30) days of the date of the Extension Request, the Administrative Agent shall promptly so notify the Borrower and each Lender and the Final Maturity Date shall be extended by one year, and in such event the Borrower may thereafter request a further extension of the then scheduled Final Maturity Date in accordance with this Section 2.17. If any of the Lenders does not deliver to the Administrative Agent such Lender's written approval to any Extension Request within thirty (30) days of the date of such Extension Request, the Final Maturity Date shall not be extended. (b) If all of the Lenders approve an Extension Request pursuant to Section 2.17(a), the Borrower shall pay to the Administrative Agent, on or before July 1 of the year in which the Extension Request was delivered, for the account of each Lender, an extension fee equal to 0.25% times such Lender's Commitment.

Extension of Final Maturity Date. (a) Provided no Default or Event of Default has occurred that is continuingThe Banks (acting unanimously) shall be entitled, in their absolute and unfettered discretion, to extend the Final Maturity Date for a Facility for such period as the Borrower may request and the Banks may agree in their absolute and unfettered discretion, provided that the Borrower has sent to the Agent a one-year request in writing to that effect not later than 1 July 2010. (b) The Agent will notify the Banks of the contents of any such request as soon as practicable after receipt thereof but any Bank shall be entitled to decline such request in its absolute and unfettered discretion. If the Banks acting unanimously agree to extend the then current Final Maturity Date for a Facility, the Agent will notify the Borrower in writing (each such notice, an "Extension Notice") of the Banks' agreement to extend and of the new Final Maturity Date for that Facility, not later than seven (7) days prior to the then current Final Maturity Date for that Facility. If the Agent has not sent an Extension Notice to the Borrower by such time, it shall be deemed that the Banks have declined the Borrower's request for an extension. (c) The Borrower shall procure that it and the other Security Parties shall, at the Borrower's own cost and expense, enter into and deliver to the Agent such documentation as the Agent may require in its absolute discretion in relation to any such extension of the Final Maturity Date by submitting a request for any Facility (including, without limitation, an extension amendment to the Administrative Agent (an "Extension Request") not more than eighteen (18) months nor less than fifteen (15) months prior to the then scheduled Final Maturity Date. Promptly upon (but not later than three (3) Business Days after) receipt this Agreement and documents and evidence of the Extension Request, the Administrative Agent shall notify each Lender of, type referred to in schedule 2 in connection with any such amendments). (d) If and shall request each Lender, at its election, to approve or disapprove, the Extension Request. Each Lender approving the Extension Request shall deliver its written approval no later than thirty (30) days after the date of the Extension Request. If the approval of each of the Lenders is received by the Administrative Agent within thirty (30) days of the date of the Extension Request, the Administrative Agent shall promptly so notify the Borrower and each Lender and when the Final Maturity Date shall be for a Facility is extended by one year, and in such event the Borrower may thereafter request a further extension of the then scheduled Final Maturity Date in accordance with this Section 2.17. If any clause 4.3.2, the Banks shall have the right each time on the expiration of the Lenders does not deliver to the Administrative Agent such Lender's written approval to any Extension Request within thirty (30) days of the date of such Extension Request, the then current Final Maturity Date shall not be extended. (b) If all of for a Facility to extend the Lenders approve an Extension Request pursuant to Section 2.17(a)then current Final Maturity Date for that Facility for such further period as the Borrower may request and the Banks acting unanimously may agree in their absolute and unfettered discretion and, in each such case, the Borrower provisions of this clause 4.3.2 shall pay apply to the Administrative Agent, on or before July 1 of the year in which the Extension Request was delivered, for the account of each Lender, an extension fee equal such option to 0.25% times such Lender's Commitmentextend mutatis mutandis.

Extension of Final Maturity Date. (a) Provided no Default or Event of Default has occurred that is continuing, the The Borrower may from time to time, upon written notice to the Administrative Agent (which shall promptly notify the Lenders) (an “Extension Request”), request a one-year an extension of the Final Maturity Date by submitting then in effect with respect to the Commitments existing at the time of such request (the “Existing Commitments”, and such Existing Commitments as extended, the “Extended Commitments”) to a request for an date specified in such Extension Request. The Extension Request shall specify the date on which the Borrower proposes that the extension shall be effective, which shall be a date reasonably satisfactory to the Administrative Agent (an "but in no event, shall such date be less than 15 days after the Administrative Agent’s receipt of such Extension Request") not more than eighteen (18) months nor less than fifteen (15) months prior to the then scheduled Final Maturity Date). Promptly upon (but not later than three (3) Business Days after) receipt of the Extension Request, Each Lender shall notify the Administrative Agent shall notify each Lender of, whether or not it consents to such Extension Request (which consent may be given or withheld in such Lender’s sole and shall request each Lender, at its election, to approve or disapprove, absolute discretion) within the time provided in such Extension Request. Each Any Lender approving not responding within the Extension Request time period shall deliver its written approval no later than thirty (30) days after the date of the be deemed not to have consented to such Extension Request. If the approval of each of the Lenders is received by the Administrative Agent within thirty (30) days of the date of the Extension Request, the The Administrative Agent shall promptly so notify the Borrower and each Lender and the Lenders of the Lenders’ responses. (b) The Final Maturity Date shall be extended by one yearonly if the Majority Lenders (calculated excluding any Defaulting Lender and after giving effect to any replacements of Lenders permitted herein) have consented thereto (the Lenders that so consent being the “Extending Lenders” and the Lenders that do not consent being the “Non-Extending Lenders”) (it being understood and agreed that, except for the consents of Extending Lenders, no other consents shall be required hereunder for such extensions), and the maturity date of the Commitments shall be extended only with respect to the Existing Commitments held by such Extending Lenders. If so extended, the Final Maturity Date, as to the Extending Lenders, shall be extended to the date set forth in such event Extension Request (such existing Final Maturity Date being the “Extension Effective Date”). The Administrative Agent and the Borrower shall promptly confirm to the Lenders such extension, specifying the date of such confirmation (the “Extension Confirmation Date”), the Extension Effective Date, and the new Final Maturity Date (after giving effect to such extension) with respect to the Extended Commitments. The proposed terms of the Extended Commitments to be established shall be identical as offered to each Lender and be identical to the Existing Commitments from which such Extended Commitments are to be extended, except that: (x) the maturity date of the Extended Commitments shall be later than the maturity date of the Existing Commitments and (y) the Administrative Agent and the Extending Lenders may thereafter request a further receive customary fees in consideration for the extension of the then scheduled Final Maturity Date in accordance with this Section 2.17Extended Commitments. If any of As a condition precedent to such extension, the Lenders does not 3rd Amended/Restated Credit Agreement Borrower shall deliver to the Administrative Agent such Lender's written approval to any Extension Request within thirty (30) days a certificate of the date Borrower dated as of the Extension Confirmation Date signed by a Responsible Officer of the Borrower (i) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such extension and (ii) certifying that, (A) before and after giving effect to such extension, the representations and warranties contained in Article III made by it are true and correct in all material respects (or, in the case of any such representations and warranties that are qualified as to materiality, the accuracy in all respects of such representations and warranties) on and as of the Extension RequestConfirmation Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (or, in the case of any such representations and warranties that are qualified as to materiality, the Final Maturity accuracy in all respects of such representations and warranties) as of such earlier date, (B) before and after giving effect to such extension no Default exists or will exist as of the Extension Confirmation Date, and (C) since December 31, 2016, no event, development or circumstance that has had or could reasonably be expected to have a Material Adverse Effect has occurred. The Borrower shall prepay any Advances outstanding on the Extension Effective Date (and pay any additional amounts required pursuant to Section 2.10) to the extent necessary to keep outstanding Advances ratable with any revised and new Pro Rata Shares of all the Lenders effective as of the Extension Effective Date; and if, after giving effect to such prepayment, the aggregate outstanding principal amount of Advances plus the aggregate Letter of Credit Exposure exceeds the aggregate Commitments then in effect as a result of a Letter of Credit Exposure, then the Borrower will pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.13(g). In addition, each Extending Lender shall not automatically (without any further action) and ratably acquire on the Extension Effective Date the Non-Extending Lenders’ participations in Letters of Credit, in an amount equal to such Extending Lender’s Pro Rata Share of the amount of such participations. Notwithstanding the conversion of any Existing Commitment into an Extended Commitment, such Extended Commitment shall be extendedtreated identically to all Existing Commitments for purposes of the obligations of a Lender in respect of Letters of Credit under Section 2.13, except that the applicable Extension Amendment may provide that the last day for issuing Letters of Credit may be extended and the related obligations to issue Letters of Credit may be continued (pursuant to mechanics to be specified in the applicable Extension Amendment) so long as the applicable Issuing Bank has consented to such extension (it being understood that no consent of any other Lender shall be required in connection with any such extension). (bc) If all of the Lenders approve an Extension Request The Borrower shall be permitted to replace any Non-Extending Lender pursuant to Section 2.17(a)2.15. (d) Notwithstanding the terms of Section 9.01, the Borrower and the Administrative Agent shall pay be entitled (without the consent of any other Lenders except to the extent required under subsection (b) above) to enter into any amendments (each an “Extension Amendment”) to this Agreement, in form and substance satisfactory to the Administrative Agent, on that the Administrative Agent reasonably believes are necessary to appropriately reflect, or before July 1 provide for the integration of, any extension of the year maturity date pursuant to this Section 2.18. It is understood and agreed that each Lender hereunder has consented, and shall at the effective time thereof be deemed to consent to each amendment to this Agreement and the other Credit Documents authorized by this Section 2.18 and the arrangements described above in which connection therewith. Notwithstanding anything to the contrary in this Section 2.18(d) and without limiting the generality or applicability of Section 9.01 to any Specified Amendments (as defined below), any Extension Request was deliveredAmendment may provide for additional terms and/or additional amendments other than those referred to or contemplated above (any such additional amendment, a “Specified Amendment”) to this Agreement and the other Credit Documents; provided that such Specified Amendments do not 3rd Amended/Restated Credit Agreement become effective prior to the time that such Specified Amendments have been consented to (including, without limitation, pursuant to consents applicable to holders of any Extended Commitments provided for in any Extension Amendment) by such of the account of each LenderLenders, an extension fee equal Loan Parties and other parties (if any) as may be required in order for such Specified Amendments to 0.25% times such Lender's Commitmentbecome effective in accordance with Section 9.01.

Extension of Final Maturity Date. (a) Provided no Default or Event At least 45 days but not more than 65 days prior to the first, second, third and fourth Anniversary Date, provided that all of Default has occurred that is continuingthe conditions set forth in Section 6.2(a), (b) and (c) have been met in each case, the Borrower Borrower, by written notice to the Administrative Agent, may request a one-year an extension of the Term Facility Final Maturity Date and/or the Revolving Facility Final Maturity Date in effect at such time by one calendar year from the then scheduled applicable Final Maturity Date. The Administrative Agent shall promptly notify each Lender holding the applicable Class of Loans and Commitments of such request (including the amount of any fees to be paid such Lenders for such proposed extension, the amortization of the Term Loans following the Extension Date and any other terms applicable to such proposed extension not otherwise in contravention of the express terms and provisions this Agreement), and each such Lender shall in turn, in its sole discretion, at least 20 days but not more than 30 days prior to the applicable Anniversary Date, notify the Borrower and the Administrative Agent in writing as to whether such Lender will consent to such extension. If any Lender holding the applicable Class of Loans and Commitments shall fail to notify the Administrative Agent and the Borrower in writing of its consent to any such request for extension of the applicable Final Maturity Date by submitting the 20th day prior to the applicable Anniversary Date, such Lender shall be deemed to be a Non-Extending Lender (as defined below) with respect to such request. The Administrative Agent shall notify the Borrower not later than the 20th day prior to the applicable Anniversary Date of the decision of the Lenders holding the applicable Class of Loans and Commitments regarding the Borrower’s request for an extension to of the Administrative Agent (an "Extension Request") not more than eighteen (18) months nor less than fifteen (15) months prior to the then scheduled applicable Final Maturity Date. Promptly upon (but not later than three (3) Business Days after) receipt of the Extension Request, the Administrative Agent shall notify each Lender of, and shall request each Lender, at its election, to approve or disapprove, the Extension Request. Each Lender approving the Extension Request shall deliver its written approval no later than thirty (30) days after the date of the Extension Request. If the approval of each of the Lenders is received by the Administrative Agent within thirty (30) days of the date of the Extension Request, the Administrative Agent shall promptly so notify the Borrower and each Lender and the Final Maturity Date shall be extended by one year, and in such event the Borrower may thereafter request a further extension of the then scheduled Final Maturity Date in accordance with this Section 2.17. If any of the Lenders does not deliver to the Administrative Agent such Lender's written approval to any Extension Request within thirty (30) days of the date of such Extension Request, the Final Maturity Date shall not be extended. (b) If all of the Lenders approve an holding the applicable Class of Loans and Commitments consent in writing to any such request in accordance with subsection (a) of this Section 2.16, the applicable Final Maturity Date shall, effective as at such next Anniversary Date (the “Extension Request Date”), be extended for one calendar year from the then scheduled applicable Final Maturity Date; provided that on the Extension Date, no Default or Event of Default shall have occurred and be continuing, or shall occur as a consequence thereof. If Lenders holding at least 66 2/3% in interest of the Term Loans and/or Revolving Commitments (as applicable) at such time consent in writing to any such request in accordance with subsection (a) of this Section 2.16, the applicable Final Maturity Date in effect at such time shall, effective as at the applicable Extension Date, be extended as to those Lenders that so have consented (each a “Consenting Lender”) but shall not be extended as to any other Lender (each a “Non-Extending Lender”). To the extent that the applicable Final Maturity Date is not extended as to any Lender holding the applicable Class of Loans and Commitments pursuant to this Section 2.17(a2.16 and the applicable Class of Commitments and Loans of such Lender is not assumed in accordance with subsection (c) of this Section 2.16 on or prior to the applicable Extension Date, (i) the applicable Class of Commitments and/or Loans of such Non-Extending Lender shall automatically terminate in whole on such unextended applicable Final Maturity Date (such unextended Final Maturity Date, the “Termination Date”) without any further notice or other action by the Borrower, such Lender or any other Person, and in the case of a Non-Extending Lender holding a Revolving Commitment that is not extended, the Letter of Credit Exposure and Swingline Exposure of such Non-Extending Lender will automatically be reallocated (effective on the Termination Date) among the Consenting Lenders pro rata in accordance with their respective Revolving Commitments that are extended; provided that the sum of each such Consenting Lender’s total Revolving Credit Exposure may not in any event exceed the Revolving Commitment of such Consenting Lender as in effect at the time of such reallocation; provided, further, that, to the extent that any portion (the “unreallocated portion”) of the Letter of Credit Exposure and Swingline Exposure of any Non-Extending Lender cannot be so reallocated for any reason, the Borrower will, not later than two (2) Business Days after demand by the Administrative Agent (at the direction of the Letter of Credit Issuer and/or the Swingline Lender), (x) Cash Collateralize the obligations of the Borrower to the Letter of Credit Issuer or Swingline Lender in respect of such Letter of Credit Exposure or Swingline Exposure, as the case may be, in an amount equal to the aggregate amount of the unreallocated portion of the Letter of Credit Exposure and Swingline Exposure of such Non-Extending Lender, or (y) in the case of such Swingline Exposure, prepay and/or Cash Collateralize in full the unreallocated portion thereof, or (z) make other arrangements satisfactory to the Administrative Agent, the Letter of Credit Issuer and the Swingline Lender in their sole discretion to protect them against the risk of non-payment by such Non-Extending Lender; (ii) notwithstanding anything contained in this Agreement to the contrary, including Section 5.3 and 12.6, such Non-Extending Lender shall have received from the Borrower the aggregate principal amount of, and any interest accrued and unpaid to the unextended applicable Final Maturity Date, the outstanding applicable Class of Loans, if any, of such Non-Extending Lender plus any accrued but unpaid commitment fees owing to such Non-Extending Lender as of such date and all other amounts payable hereunder to such Non-Extending Lender; and (iii) such Non-Extending Lender's rights under Sections 2.11 and 12.1 and its obligations under Section 12.8, shall survive the applicable Final Maturity Date for such Lender as to matters occurring prior to such date. It is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for any requested extension of any Final Maturity Date. (c) If Lenders holding at least 66 2/3% of the Term Loans and/or Revolving Commitments (as applicable) at any time consent to any such request pursuant to subsection (a) of this Section 2.16, the Borrower may arrange for one or more Consenting Lenders or, to the extent that the Consenting Lenders decline to assume any Non-Extending Lender's Commitment and/or Loans, Incremental Lenders reasonably acceptable to the Administrative Agent (each such Incremental Lender that accepts an offer to assume a Non-Extending Lender's Commitment and/or Loan as of the applicable Extension Date being an “Assuming Lender”) to assume, effective as of the Extension Date, any Non-Extending Lender's Term Loans or Revolving Commitments (as applicable) and all of the obligations of such Non-Extending Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Extending Lender; provided, however, that if the Borrower makes an offer to any Consenting Lender to assume any Non-Extending Lender's Loans or Revolving Commitments (as applicable), the Borrower shall pay make such offer to all Consenting Lenders on a pro rata basis based on their respective Term Loans and/or Revolving Commitments (as applicable) and such Non-Extending Lender's Term Loans and/or Revolving Commitments (as applicable) shall be allocated among those Consenting Lenders which accept such offer on a pro rata basis based on their respective Term Loans and/or Revolving Commitments (as applicable); provided further that: (i) any such Consenting Lender or Assuming Lender shall have paid to such Non-Extending Lender (A) the aggregate principal amount of, and any interest accrued and unpaid to the effective date of the assignment on, the outstanding assumed Loans, if any, of such Non-Extending Lender plus (B) any accrued but unpaid commitment fees owing to such Non-Extending Lender as of the effective date of such assignment; (ii) all additional cost reimbursements, expense reimbursements and indemnities payable to such Non-Extending Lender, and all other accrued and unpaid amounts owing to such Non-Extending Lender hereunder, as of the effective date of such assignment shall have been paid to such Non-Extending Lender; and (iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section 12.4 for such assignment shall have been paid; provided further that such Non-Extending Lender's rights under Sections 2.11 and 12.1 and its obligations under Section 12.8, shall survive such substitution as to matters occurring prior to the date of substitution. At least three Business Days prior to any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the Borrower and the Administrative Agent an assumption agreement, in form and substance satisfactory to the Borrower and the Administrative Agent (an “Assumption Agreement”), duly executed by such Assuming Lender, such Non-Extending Lender, the Borrower and the Administrative Agent (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Administrative Agent as to the increase in the amount of its Commitment and (C) each Non-Extending Lender being replaced pursuant to this Section 2.16 shall have delivered to the Administrative Agent any note or notes held by such Non-Extending Lender. Upon the payment or prepayment of all amounts referred to in clauses (A), (B) and (C) of the immediately preceding sentence, each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Extending Lender under this Agreement and shall be a Lender for all purposes of this Agreement, without any further acknowledgment by or the consent of the other Lenders, and the obligations of each such Non-Extending Lender hereunder shall, by the provisions hereof, be released and discharged. (d) If all of the Lenders holding the applicable Class of Commitments and/or Loans (as applicable) (after giving effect to any assignments pursuant to subsection (b) of this Section 2.16) consent in writing to the requested extension (whether by execution or delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date, the Administrative Agent shall so notify the Borrower, and, so long as no Default or Event of Default shall have occurred and be continuing as of such Extension Date, or shall occur as a consequence thereof, the applicable Final Maturity Date then in effect shall be extended for the additional one year period described in subsection (a) of this Section 2.16, and all references in this Agreement and in the other Credit Documents, if any, to the “Term Facility Final Maturity Date” or the “Revolving Facility Final Maturity Date”, as applicable, shall, with respect to each Consenting Lender and each Assuming Lender for such Extension Date, refer to the Term Facility Final Maturity Date or the Revolving Facility Final Maturity Date, as applicable, as so extended. Promptly following each Extension Date, the Administrative Agent shall notify the Lenders (including, without limitation, each Assuming Lender) of the extension of the scheduled applicable Final Maturity Date in effect immediately prior thereto. (e) Any extended Loans and/or Revolving Commitments under this Section shall be established pursuant to an amendment (an “Extension Amendment”) to this Agreement (which notwithstanding anything to the contrary set forth in Section 12.12, shall not require the consent of any Lender other than the Consenting Lenders and the Assuming Lenders with respect to the extended Loans and/or Revolving Commitments established thereby) executed by the Credit Parties, the Administrative Agent and the Consenting Lenders and the Assuming Lenders. In connection with any Extension Amendment, the Borrower shall deliver an opinion of counsel reasonably acceptable to the Administrative Agent as to the enforceability of such Extension Amendment, this Agreement as amended thereby and such other customary matters as reasonably requested by the Administrative Agent, on or before July 1 and such of the year other Credit Documents (if any) as may be amended or replaced thereby. Notwithstanding anything to the contrary set forth in which Section 12.12, the Administrative Agent is expressly permitted to amend the Credit Documents through the Extension Request was deliveredAmendment to the extent necessary to give effect to any extension pursuant to this Section and mechanical changes necessary or advisable in connection therewith. (f) This Section 2.16 shall supersede any provisions in Section 12.12 to the contrary. For the avoidance of doubt, for any of the account provisions of each Lender, an this Section 2.16 may be amended with the consent of the Required Lenders; provided that no such amendment shall require any Lender to provide any requested extension fee equal to 0.25% times such Lender's Commitmentof any Final Maturity Date without its prior written consent.

Extension of Final Maturity Date. (a) Provided that there is no Default or Event of Default and Borrower has occurred that is continuingtheretofore delivered to the Lenders the financial statements required under Section 6.01(b) for the immediately preceding Fiscal Year and the projected financial statements required under Section 6.01(c) for the forthcoming Fiscal Years, the Borrower may by delivery of a Request for Extension to the Agent and the Lenders request a one-year that the Final Maturity Date be extended by one year. The Request for Extension shall not be delivered earlier than March 14, commencing March 14, 1996, nor later than April 15 in any year. Each Lender shall use its best efforts to respond either affirmatively or negatively (in its sole and absolute discretion) to such Request for Extension by written notice to Borrower and the Agent within thirty days after receipt thereof from Borrower. If each Lender so notifies Borrower and the Agent in writing that such Lender consents to the extension of the Final Maturity Date, then the Agent shall by written notice to Borrower and the Lenders in the form of a Certificate of Extension certify that the Final Maturity Date by submitting a request for an extension has been so extended and the term "Final Maturity Date" shall be deemed amended to mean the Administrative Agent (an "Extension Request") not more than eighteen (18) months nor less than fifteen (15) months prior date which is the January 15 subsequent to the then scheduled effective Final Maturity Date. Promptly upon (but not later than three (3) Business Days after) receipt of the Extension Request, the Administrative Agent shall notify each Lender of, and shall request each If any Lender, at in its electionsole and absolute discretion, to approve or disapprove, the Extension Request. Each Lender approving the Extension Request shall deliver its written approval no later than thirty (30) days after the date of the Extension Request. If the approval of each of the Lenders is received by the Administrative Agent within thirty (30) days of the date of the Extension Request, the Administrative Agent shall promptly so notify the notifies Borrower and each Lender and the Agent in writing within said thirty-day period that it does not consent to such extension of the Final Maturity Date shall be extended by one yearDate, and or fails to respond in such event the Borrower may thereafter request a further extension of the then scheduled Final Maturity Date in accordance with this Section 2.17. If any of the Lenders does not deliver to the Administrative Agent such Lender's written approval to any Extension Request writing within thirty (30) days of the date of such Extension Requestsaid thirty-day period, the Final Maturity Date shall not be so extended. (b) If all of . Notwithstanding the Lenders approve an Extension Request fact that the Final Maturity Date is not extended pursuant to Section 2.17(a)any Request for Extension, the Borrower shall pay to may nonetheless request a one-year extension the Administrative Agent, on or before July 1 of the year in which the Extension Request was delivered, for the account of each Lender, an extension fee equal to 0.25% times such Lender's Commitmentfollowing year.

Extension of Final Maturity Date. Subject to Clause 11.7 (Withdrawal of Extension Request): (a) Provided no Default or Event of Default has occurred that is continuing, the Borrower may request a one-year extension of the Final Maturity Date by submitting a request for an extension to the Administrative Agent (an "Extension Request") not more than eighteen (18) months nor less than fifteen (15) months prior to the then scheduled Final Maturity Date. Promptly upon (but not later than three (3) Business Days after) receipt of the Extension Request, the Administrative Agent shall notify each Lender of, and shall request each Lender, at its election, to approve or disapprove, the Extension Request. Each Lender approving the Extension Request shall deliver its written approval no later than thirty (30) days after the date of the Extension Request. If the approval of each of the Lenders is received by the Administrative Agent within thirty (30) days of the date of the Extension Request, the Administrative Agent shall promptly so notify the Borrower and each Lender and the Final Maturity Date shall be extended by one year, and in such event from the Borrower may thereafter request a further extension of the then scheduled Final First Maturity Date to the First Extended Maturity Date or the Second Extended Maturity Date, as the case may be, in accordance with this Section 2.17. If any the relevant Extension Request and, if applicable, the Lenders’ responses under Clause 11.4 (Lenders’ response to Extension Request) in respect of the entire Revolving Credit Facility if all the Lenders does not deliver have confirmed in writing to the Administrative Facility Agent that they consent to such a request or in respect of the Revolving Credit Commitments of those Lenders which consent to the relevant Extension Request; (b) if one or more Lenders do not consent to the Extension Request delivered in relation to the First Optional Extension Date, then (i) the Revolving Credit Commitments of any such Lender shall be cancelled on the First Maturity Date and the share of such Lender's written approval ’s participation in any outstanding Loans shall be payable on the First Maturity Date, (ii) those Lenders shall cease with effect from the First Maturity Date to any be Lenders under this Agreement and (iii) the amount of the Revolving Credit Facility shall be reduced accordingly unless, in each case, an Extension Request within thirty (30) days of is delivered in relation to the date of Second Optional Extension Date and any such Extension Requestone or more Lenders confirm in writing on or before the Response Date that they consent to such a request. In such case, the Final Maturity Date shall not be extended.extended from the First Maturity Date to the Second Extended Maturity Date, or, as the case may be, at the option of the relevant Lender, the First Extended Maturity Date in respect of the amount of Revolving Credit Commitments of those Lenders which consent to the extension of the First Maturity Date to the First Extended Maturity Date or the Second Extended Maturity Date; (bc) If all if one or more Lenders which consented to the Extension Request delivered in relation to the First Optional Extension Date do not consent to the Extension Request delivered in relation to the Second Optional Extension Date, then (i) the Revolving Credit Commitments of any such Lender shall be cancelled on the First Extended Maturity Date and the share of such Lender’s participation in any outstanding Loans shall be payable on the First Extended Maturity Date, (ii) those Lenders shall cease with effect from the First Extended Maturity Date to be Lenders under this Agreement and (iii) the amount of the Revolving Credit Facility shall be reduced accordingly; and (d) the Company may request an extension of the Final Maturity Date in relation to the Second Optional Extension Date irrespective of whether it has made a request in relation to the First Optional Extension Date (in such case the Extension Request may be for an extension of the Final Maturity Date either to the First Extended Maturity Date or the Second Extended Maturity Date). If such a request is made and one or more Lenders approve confirm in writing that they do not consent to such a request, then (i) the Revolving Credit Commitments of any such Lender shall be cancelled on the First Maturity Date and the share of such Lender’s participation in any outstanding Loans shall be payable on the First Maturity Date, (ii) those Lenders shall cease with effect from the First Maturity Date to be Lenders under this Agreement and (iii) the amount of the Revolving Credit Facility shall be reduced accordingly. For the avoidance of doubt, any Lender which does not consent to an Extension Request pursuant to Section 2.17(a), the Borrower shall pay in relation to the Administrative Agent, on or before July 1 of the year in which the First Optional Extension Date shall not be prevented from consenting to an Extension Request was delivered, for in relation to the account of each Lender, an extension fee equal Second Optional Extension Date either to 0.25% times such Lender's Commitmentthe First Extended Maturity Date or to the Second Extended Maturity Date.

Extension of Final Maturity Date. (a) Provided no Default or Event At least 45 days but not more than 65 days prior to the first, second, third, fourth and fifth Anniversary Date, provided that all of Default has occurred that is continuingthe conditions set forth in Section 6.2(a), (b) and (c) have been met in each case, the Borrower Borrower, by written notice to the Administrative Agent, may request a one-year an extension of the Term Facility Final Maturity Date and/or the Revolving Facility Final Maturity Date in effect at such time by one calendar year from the then scheduled applicable Final Maturity Date. The Administrative Agent shall promptly notify each Lender holding the applicable Class of Loans and Commitments of such request (including the amount of any fees to be paid such Lenders for such proposed extension, the amortization of the Incremental Term Loans following the Extension Date and any other terms applicable to such proposed extension not otherwise in contravention of the express terms and provisions this Agreement), and each such Lender shall in turn, in its sole discretion, at least 20 days but not more than 30 days prior to the applicable Anniversary Date, notify the Borrower and the Administrative Agent in writing as to whether such Lender will consent to such extension. If any Lender holding the applicable Class of Loans and Commitments shall fail to notify the Administrative Agent and the Borrower in writing of its consent to any such request for extension of the applicable Final Maturity Date by submitting the 20th day prior to the applicable Anniversary Date, such Lender shall be deemed to be a Non-Extending Lender (as defined below) with respect to such request. The Administrative Agent shall notify the Borrower not later than the 20th day prior to the applicable Anniversary Date of the decision of the Lenders holding the applicable Class of Loans and Commitments regarding the Borrower’s request for an extension to of the Administrative Agent (an "Extension Request") not more than eighteen (18) months nor less than fifteen (15) months prior to the then scheduled applicable Final Maturity Date. Promptly upon (but not later than three (3) Business Days after) receipt of the Extension Request, the Administrative Agent shall notify each Lender of, and shall request each Lender, at its election, to approve or disapprove, the Extension Request. Each Lender approving the Extension Request shall deliver its written approval no later than thirty (30) days after the date of the Extension Request. If the approval of each of the Lenders is received by the Administrative Agent within thirty (30) days of the date of the Extension Request, the Administrative Agent shall promptly so notify the Borrower and each Lender and the Final Maturity Date shall be extended by one year, and in such event the Borrower may thereafter request a further extension of the then scheduled Final Maturity Date in accordance with this Section 2.17. If any of the Lenders does not deliver to the Administrative Agent such Lender's written approval to any Extension Request within thirty (30) days of the date of such Extension Request, the Final Maturity Date shall not be extended. (b) If all of the Lenders approve an holding the applicable Class of Loans and Commitments consent in writing to any such request in accordance with subsection (a) of this Section 2.16, the applicable Final Maturity Date shall, effective as at such next Anniversary Date (the “Extension Request Date”), be extended for one calendar year from the then scheduled applicable Final Maturity Date; provided that on the Extension Date, no Default or Event of Default shall have occurred and be continuing, or shall occur as a consequence thereof. If Lenders holding more than 50% in interest of the Incremental Term Loans and/or Revolving Commitments (as applicable) at such time consent in writing to any such request in accordance with subsection (a) of this Section 2.16, the applicable Final Maturity Date in effect at such time shall, effective as at the applicable Extension Date, be extended as to those Lenders that so have consented (each a “Consenting Lender”) but shall not be extended as to any other Lender (each a “Non-Extending Lender”). To the extent that the applicable Final Maturity Date is not extended as to any Lender holding the applicable Class of Loans and Commitments pursuant to this Section 2.17(a2.16 and the applicable Class of Commitments and Loans of such Lender is not assumed in accordance with subsection (c) of this Section 2.16 on or prior to the applicable Extension Date, (i) the applicable Class of Commitments and/or Loans of such Non-Extending Lender shall automatically terminate in whole on such unextended applicable Final Maturity Date (such unextended Final Maturity Date, the “Termination Date”) without any further notice or other action by the Borrower, such Lender or any other Person, and in the case of a Non-Extending Lender holding a Revolving Commitment that is not extended, the Letter of Credit Exposure and Swingline Exposure of such Non-Extending Lender will automatically be reallocated (effective on the Termination Date) among the Consenting Lenders pro rata in accordance with their respective Revolving Commitments that are extended; provided that the sum of each such Consenting Lender’s total Revolving Credit Exposure may not in any event exceed the Revolving Commitment of such Consenting Lender as in effect at the time of such reallocation; provided, further, that, to the extent that any portion (the “unreallocated portion”) of the Letter of Credit Exposure and Swingline Exposure of any Non-Extending Lender cannot be so reallocated for any reason, the Borrower will, not later than two (2) Business Days after demand by the Administrative Agent (at the direction of the Letter of Credit Issuer and/or the Swingline Lender), (x) Cash Collateralize the obligations of the Borrower to the Letter of Credit Issuer or Swingline Lender in respect of such Letter of Credit Exposure or Swingline Exposure, as the case may be, in an amount equal to the aggregate amount of the unreallocated portion of the Letter of Credit Exposure and Swingline Exposure of such Non-Extending Lender, or (y) in the case of such Swingline Exposure, prepay and/or Cash Collateralize in full the unreallocated portion thereof, or (z) make other arrangements satisfactory to the Administrative Agent, the Letter of Credit Issuer and the Swingline Lender in their sole discretion to protect them against the risk of non-payment by such Non-Extending Lender; (ii) notwithstanding anything contained in this Agreement to the contrary, including Section 5.3 and 12.6, such Non-Extending Lender shall have received from the Borrower the aggregate principal amount of, and any interest accrued and unpaid to the unextended applicable Final Maturity Date, the outstanding applicable Class of Loans, if any, of such Non-Extending Lender plus any accrued but unpaid commitment feesCommitment Fee for Revolver owing to such Non-Extending Lender as of such date and all other amounts payable hereunder to such Non-Extending Lender; and (iii) such Non-Extending Lender’s rights under Sections 2.11 and 12.1 and its obligations under Section 12.8, shall survive the applicable Final Maturity Date for such Lender as to matters occurring prior to such date. It is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for any requested extension of any Final Maturity Date. (c) If Lenders holding more than 50% of the Incremental Term Loans and/or Revolving Commitments (as applicable) at any time consent to any such request pursuant to subsection (a) of this Section 2.16, the Borrower may arrange for one or more Consenting Lenders or, to the extent that the Consenting Lenders decline to assume any Non-Extending Lender’s Commitment and/or Loans, Incremental Lenders reasonably acceptable to the Administrative Agent (each such Incremental Lender that accepts an offer to assume a Non-Extending Lender’s Commitment and/or Loan as of the applicable Extension Date being an “Assuming Lender”) to assume, effective as of the Extension Date, any Non-Extending Lender’s Incremental Term Loans or Revolving Commitments (as applicable) and all of the obligations of such Non-Extending Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Extending Lender; provided, however, that if the Borrower makes an offer to any Consenting Lender to assume any Non-Extending Lender’s Loans or Revolving Commitments (as applicable), the Borrower shall pay make such offer to all Consenting Lenders on a pro rata basis based on their respective Incremental Term Loans and/or Revolving Commitments (as applicable) and such Non-Extending Lender’s Incremental Term Loans and/or Revolving Commitments (as applicable) shall be allocated among those Consenting Lenders which accept such offer on a pro rata basis based on their respective Incremental Term Loans and/or Revolving Commitments (as applicable); provided further that: (i) any such Consenting Lender or Assuming Lender shall have paid to such Non-Extending Lender (A) the aggregate principal amount of, and any interest accrued and unpaid to the effective date of the assignment on, the outstanding assumed Loans, if any, of such Non-Extending Lender plus (B) any accrued but unpaid commitment feesCommitment Fee for Revolver owing to such Non-Extending Lender as of the effective date of such assignment; (ii) all additional cost reimbursements, expense reimbursements and indemnities payable to such Non-Extending Lender, and all other accrued and unpaid amounts owing to such Non-Extending Lender hereunder, as of the effective date of such assignment shall have been paid to such Non-Extending Lender; and (iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section 12.4 for such assignment shall have been paid; provided further that such Non-Extending Lender’s rights under Sections 2.11 and 12.1 and its obligations under Section 12.8, shall survive such substitution as to matters occurring prior to the date of substitution. At least three Business Days prior to any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the Borrower and the Administrative Agent an assumption agreement, in form and substance satisfactory to the Borrower and the Administrative Agent (an “Assumption Agreement”), duly executed by such Assuming Lender, such Non-Extending Lender, the Borrower and the Administrative Agent (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Administrative Agent as to the increase in the amount of its Commitment and (C) each Non-Extending Lender being replaced pursuant to this Section 2.16 shall have delivered to the Administrative Agent any note or notes held by such Non-Extending Lender. Upon the payment or prepayment of all amounts referred to in clauses (A), (B) and (C) of the immediately preceding sentence, each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Extending Lender under this Agreement and shall be a Lender for all purposes of this Agreement, without any further acknowledgment by or the consent of the other Lenders, and the obligations of each such Non-Extending Lender hereunder shall, by the provisions hereof, be released and discharged. (d) If all of the Lenders holding the applicable Class of Commitments and/or Loans (as applicable) (after giving effect to any assignments pursuant to subsection (b) of this Section 2.16) consent in writing to the requested extension (whether by execution or delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date, the Administrative Agent shall so notify the Borrower, and, so long as no Default or Event of Default shall have occurred and be continuing as of such Extension Date, or shall occur as a consequence thereof, the applicable Final Maturity Date then in effect shall be extended for the additional one year period described in subsection (a) of this Section 2.16, and all references in this Agreement and in the other Credit Documents, if any, to the “Term Facility Final Maturity Date” or the “Revolving Facility Final Maturity Date”, as applicable, shall, with respect to each Consenting Lender and each Assuming Lender for such Extension Date, refer to the Term Facility Final Maturity Date or the Revolving Facility Final Maturity Date, as applicable, as so extended. Promptly following each Extension Date, the Administrative Agent shall notify the Lenders (including, without limitation, each Assuming Lender) of the extension of the scheduled applicable Final Maturity Date in effect immediately prior thereto. (e) Any extended Loans and/or Revolving Commitments under this Section shall be established pursuant to an amendment (an “Extension Amendment”) to this Agreement (which notwithstanding anything to the contrary set forth in Section 12.12, shall not require the consent of any Lender other than the Consenting Lenders and the Assuming Lenders with respect to the extended Loans and/or Revolving Commitments established thereby) executed by the Credit Parties, the Administrative Agent and the Consenting Lenders and the Assuming Lenders. In connection with any Extension Amendment, the Borrower shall deliver an opinion of counsel reasonably acceptable to the Administrative Agent as to the enforceability of such Extension Amendment, this Agreement as amended thereby and such other customary matters as reasonably requested by the Administrative Agent, on or before July 1 and such of the year other Credit Documents (if any) as may be amended or replaced thereby. Notwithstanding anything to the contrary set forth in which Section 12.12, the Administrative Agent is expressly permitted to amend the Credit Documents through the Extension Request was deliveredAmendment to the extent necessary to give effect to any extension pursuant to this Section and mechanical changes necessary or advisable in connection therewith. (f) This Section 2.16 shall supersede any provisions in Section 12.12 to the contrary. For the avoidance of doubt, for any of the account provisions of each Lender, an this Section 2.16 may be amended with the consent of the Required Lenders; provided that no such amendment shall require any Lender to provide any requested extension fee equal to 0.25% times such Lender's Commitmentof any Final Maturity Date without its prior written consent.

Extension of Final Maturity Date. (a) Provided no Default or Event The Company may, by sending an Extension Request to the Administrative Agent (in which case the Administrative Agent shall promptly deliver a copy to each of Default has occurred that is continuingthe Lenders), after the Borrower may request a one-year extension first anniversary of the Closing Date but at least three months in advance of the Final Maturity Date in effect at such time (including at any time prior thereto on or after any anniversary of the Closing Date but, for the avoidance of doubt, no more than once in any year), request that the Lenders extend such Final Maturity Date then in effect to the first anniversary of the Final Maturity Date then in effect. Each Lender, acting in its sole discretion, shall, by submitting a request for an extension notice to the Administrative Agent (an "Extension Request") not more than eighteen (18) months nor less than fifteen (15) months prior to the then scheduled Final Maturity Date. Promptly upon (but given not later than three (3) Business Days after) receipt of the Extension Request, date that is the Administrative Agent shall notify each Lender of, and shall request each Lender, at its election, to approve or disapprove, the Extension Request. Each Lender approving the Extension Request shall deliver its written approval no later than thirty (30) days 20th day after the date of the Extension Request. If , or if such day is not a Business Day, the approval of each of immediately following Business Day (the Lenders is received by “Response Date”) advise the Administrative Agent within thirty in writing whether or not such Xxxxxx agrees to such extension (30) days of the date of the Extension Request, each Lender that so advises the Administrative Agent that it will not extend the Final Maturity Date, being referred to herein as a “Non-Extending Lender”); provided that any Lender that does not advise the Administrative Agent by the Response Date and any Defaulting Lender shall promptly be deemed to be a Non-Extending Lender. The election of any Lender to agree to such extension shall not obligate any other Lender to agree. (b) (i) If, on the Response Date, Lenders holding Commitments that aggregate to 50% or more of the total Commitments then in effect shall not have agreed to extend the Final Maturity Date, then such Final Maturity Date shall not be so notify extended and the Borrower outstanding principal balance of all Loans and each Lender other amounts payable hereunder shall be payable on such Final Maturity Date. (ii) If (and only if), on the Response Date, Lenders holding Commitments that aggregate to more than 50% of the total Commitments then in effect shall have agreed to extend the Final Maturity Date, then the Final Maturity Date shall be extended by one year, and in such event to the Borrower may thereafter request a further extension date that is the first anniversary of the then scheduled then-current Final Maturity Date (subject to satisfaction of the conditions set forth in Section 2.21(d)) with respect to Lenders that have so agreed to extend. In the event of such extension, the Commitment of each Non-Extending Lender shall terminate on the Final Maturity Date in accordance with this Section 2.17. If any effect prior to such extension, all Loans and other amounts payable hereunder to such Non-Extending Lenders shall become due and payable on such Final Maturity Date and the total Commitments of the Lenders does not deliver to hereunder shall be reduced by the Administrative Agent such Lender's written approval to any Extension Request within thirty (30) days Commitments of the date Non-Extending Lenders so terminated on such Final Maturity Date. (c) In the event that the conditions of such Extension Requestclause (ii) of paragraph (b) above have been satisfied, the Company shall have the right on or before the Final Maturity Date in effect prior to the requested extension, at its own expense, to require any Non-Extending Lender to transfer and assign without recourse (in accordance with and subject to the restrictions contained in Section 9.04) all its interests, rights and obligations under this Agreement to one or more banks or other financial institutions identified to the Non-Extending Lender, which may include any Lender (each an “Additional Lender”), provided that (w) such Additional Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent and the Issuing Banks (such approvals not to be unreasonably withheld, conditioned or delayed), to the extent the consent of the Administrative Agent or the Issuing Banks would be required to effect an assignment under Section 9.04, (x) such assignment shall become effective as of a date specified by the Company (which shall not be extended. (b) If all of later than the Lenders approve an Extension Request pursuant Final Maturity Date in effect prior to Section 2.17(athe requested extension), (y) the Borrower Additional Lender shall pay to such Non-Extending Lender in immediately available funds on the Administrative Agent, effective date of such assignment the principal of and interest accrued to the date of payment on the Loans made by it hereunder and all other amounts accrued for its account or before July 1 of the year owed to it hereunder and (z) such Non-Extending Lender shall not be required to sign and deliver any assignment form in which the Extension Request was delivered, order for the account of each Lender, an extension fee equal such assignment to 0.25% times such Lender's Commitmentbecome effective.

Extension of Final Maturity Date. (a) Provided no Default or Event of Default has occurred that is continuing, the The Borrower may from time to time, upon written notice to the Administrative Agent (which shall promptly notify the Lenders) (an “Extension Request”), request a one-year an extension of the Final Maturity Date by submitting then in effect with respect to the Commitments existing at the time of such request (the “Existing Commitments”, and such Existing Commitments as extended, the “Extended Commitments”) to a request for an date specified in such Extension Request. The Extension Request shall specify the date on which the Borrower proposes that the extension shall be effective, which shall be a date reasonably satisfactory to the Administrative Agent (an "but in no event, shall such date be less than 15 days after the Administrative Agent’s receipt of such Extension Request") not more than eighteen (18) months nor less than fifteen (15) months prior to the then scheduled Final Maturity Date). Promptly upon (but not later than three (3) Business Days after) receipt of the Extension Request, Each Lender shall notify the Administrative Agent shall notify each Lender of, whether or not it consents to such Extension Request (which consent may be given or withheld in such Lender’s sole and shall request each Lender, at its election, to approve or disapprove, absolute discretion) within the time provided in such Extension Request. Each Any Lender approving not responding within the Extension Request time period shall deliver its written approval no later than thirty (30) days after the date of the be deemed not to have consented to such Extension Request. If the approval of each of the Lenders is received by the Administrative Agent within thirty (30) days of the date of the Extension Request, the The Administrative Agent shall promptly so notify the Borrower and each Lender and the Lenders of the Lenders’ responses. 49 Xxxxx Energy Partners, L.P. 3rd Amended/Restated Credit Agreement (b) The Final Maturity Date shall be extended by one yearonly if the Majority Lenders (calculated excluding any Defaulting Lender and after giving effect to any replacements of Lenders permitted herein) have consented thereto (the Lenders that so consent being the “Extending Lenders” and the Lenders that do not consent being the “Non-Extending Lenders”) (it being understood and agreed that, except for the consents of Extending Lenders, no other consents shall be required hereunder for such extensions), and the maturity date of the Commitments shall be extended only with respect to the Existing Commitments held by such Extending Lenders. If so extended, the Final Maturity Date, as to the Extending Lenders, shall be extended to the date set forth in such event Extension Request (such existing Final Maturity Date being the “Extension Effective Date”). The Administrative Agent and the Borrower shall promptly confirm to the Lenders such extension, specifying the date of such confirmation (the “Extension Confirmation Date”), the Extension Effective Date, and the new Final Maturity Date (after giving effect to such extension) with respect to the Extended Commitments. The proposed terms of the Extended Commitments to be established shall be identical as offered to each Lender and be identical to the Existing Commitments from which such Extended Commitments are to be extended, except that: (x) the maturity date of the Extended Commitments shall be later than the maturity date of the Existing Commitments and (y) the Administrative Agent and the Extending Lenders may thereafter request a further receive customary fees in consideration for the extension of the then scheduled Final Maturity Date in accordance with this Section 2.17Extended Commitments. If any of As a condition precedent to such extension, the Lenders does not Borrower shall deliver to the Administrative Agent such Lender's written approval to any Extension Request within thirty (30) days a certificate of the date Borrower dated as of the Extension Confirmation Date signed by a Responsible Officer of the Borrower (i) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such extension and (ii) certifying that, (A) before and after giving effect to such extension, the representations and warranties contained in Article III made by it are true and correct in all material respects (or, in the case of any such representations and warranties that are qualified as to materiality, the accuracy in all respects of such representations and warranties) on and as of the Extension RequestConfirmation Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (or, in the case of any such representations and warranties that are qualified as to materiality, the Final Maturity accuracy in all respects of such representations and warranties) as of such earlier date, (B) before and after giving effect to such extension no Default exists or will exist as of the Extension Confirmation Date, and (C) since December 31, 2016, no event, development or circumstance that has had or could reasonably be expected to have a Material Adverse Effect has occurred. The Borrower shall prepay any Advances outstanding on the Extension Effective Date (and pay any additional amounts required pursuant to Section 2.10) to the extent necessary to keep outstanding Advances ratable with any revised and new Pro Rata Shares of all the Lenders effective as of the Extension Effective Date; and if, after giving effect to such prepayment, the aggregate outstanding principal amount of Advances plus the aggregate Letter of Credit Exposure exceeds the aggregate Commitments then in effect as a result of a Letter of Credit Exposure, then the Borrower will pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.13(g). In addition, each Extending Lender shall not automatically (without any further action) and ratably acquire on the Extension Effective Date the Non-Extending Lenders’ participations in Letters of Credit, in an amount equal to such Extending Lender’s Pro Rata Share of the amount of such participations. Notwithstanding the conversion of any Existing Commitment into an Extended Commitment, such Extended Commitment shall be extendedtreated identically to all Existing Commitments for purposes of the obligations of a Lender in respect of Letters of Credit under Section 2.13, except that the applicable Extension Amendment may provide that the last day for issuing Letters of Credit may be extended and the related obligations to issue Letters of Credit may be continued (pursuant to mechanics to be specified in the applicable Extension Amendment) so long as the applicable Issuing Bank has consented to 50 Xxxxx Energy Partners, L.P. 3rd Amended/Restated Credit Agreement such extension (it being understood that no consent of any other Lender shall be required in connection with any such extension). (bc) If all of the Lenders approve an Extension Request The Borrower shall be permitted to replace any Non-Extending Lender pursuant to Section 2.17(a)2.15. (d) Notwithstanding the terms of Section 9.01, the Borrower and the Administrative Agent shall pay be entitled (without the consent of any other Lenders except to the extent required under subsection (b) above) to enter into any amendments (each an “Extension Amendment”) to this Agreement, in form and substance satisfactory to the Administrative Agent, on that the Administrative Agent reasonably believes are necessary to appropriately reflect, or before July 1 provide for the integration of, any extension of the year maturity date pursuant to this Section 2.18. It is understood and agreed that each Lender hereunder has consented, and shall at the effective time thereof be deemed to consent to each amendment to this Agreement and the other Loan Documents authorized by this Section 2.18 and the arrangements described above in which connection therewith. Notwithstanding anything to the contrary in this Section 2.18(d) and without limiting the generality or applicability of Section 9.01 to any Specified Amendments (as defined below), any Extension Request was deliveredAmendment may provide for additional terms and/or additional amendments other than those referred to or contemplated above (any such additional amendment, a “Specified Amendment”) to this Agreement and the other Credit Documents; provided that such Specified Amendments do not become effective prior to the time that such Specified Amendments have been consented to (including, without limitation, pursuant to consents applicable to holders of any Extended Commitments provided for in any Extension Amendment) by such of the account of each LenderLenders, an extension fee equal Loan Parties and other parties (if any) as may be required in order for such Specified Amendments to 0.25% times such Lender's Commitmentbecome effective in accordance with Section 9.01.

Extension of Final Maturity Date. (a) Provided no Default or Event At least 45 days but not more than 65 days prior to the first, second, third and fourth Anniversary Date, provided that all of Default has occurred that is continuingthe conditions set forth in Section 6.2(a), (b) and (c) have been met in each case, the Borrower Borrower, by written notice to the Administrative Agent, may request a one-year an extension of the Term Facility Final Maturity Date and/or the Revolving Facility Final Maturity Date in effect at such time by one calendar year from the then scheduled applicable Final Maturity Date. The Administrative Agent shall promptly notify each Lender holding the applicable Class of Loans and Commitments of such request (including the amount of any fees to be paid such Lenders for such proposed extension, the amortization of the Term Loans of each Series following the Extension Date and any other terms applicable to such proposed extension not otherwise in contravention of the express terms and provisions this Agreement), and each such Lender shall in turn, in its sole discretion, at least 20 days but not more than 30 days prior to the applicable Anniversary Date, notify the Borrower and the Administrative Agent in writing as to whether such Lender will consent to such extension. If any Lender holding the applicable Class of Loans and Commitments shall fail to notify the Administrative Agent and the Borrower in writing of its consent to any such request for extension of the applicable Final Maturity Date by submitting the 20th day prior to the LEGAL02/38433738v11 applicable Anniversary Date, such Lender shall be deemed to be a Non-Extending Lender (as defined below) with respect to such request. The Administrative Agent shall notify the Borrower not later than the 20th day prior to the applicable Anniversary Date of the decision of the Lenders holding the applicable Class of Loans and Commitments regarding the Borrower’s request for an extension to of the Administrative Agent (an "Extension Request") not more than eighteen (18) months nor less than fifteen (15) months prior to the then scheduled applicable Final Maturity Date. Promptly upon (but not later than three (3) Business Days after) receipt of the Extension Request, the Administrative Agent shall notify each Lender of, and shall request each Lender, at its election, to approve or disapprove, the Extension Request. Each Lender approving the Extension Request shall deliver its written approval no later than thirty (30) days after the date of the Extension Request. If the approval of each of the Lenders is received by the Administrative Agent within thirty (30) days of the date of the Extension Request, the Administrative Agent shall promptly so notify the Borrower and each Lender and the Final Maturity Date shall be extended by one year, and in such event the Borrower may thereafter request a further extension of the then scheduled Final Maturity Date in accordance with this Section 2.17. If any of the Lenders does not deliver to the Administrative Agent such Lender's written approval to any Extension Request within thirty (30) days of the date of such Extension Request, the Final Maturity Date shall not be extended. (b) If all of the Lenders approve an holding the applicable Class of Loans and Commitments consent in writing to any such request in accordance with subsection (a) of this Section 2.16, the applicable Final Maturity Date shall, effective as at such next Anniversary Date (the “Extension Request Date”), be extended for one calendar year from the then scheduled applicable Final Maturity Date; provided that on the Extension Date, no Default or Event of Default shall have occurred and be continuing, or shall occur as a consequence thereof. If Lenders holding at least 66 2/3% in interest of the Term Loans of the applicable Series and/or Revolving Commitments (as applicable) at such time consent in writing to any such request in accordance with subsection (a) of this Section 2.16, the applicable Final Maturity Date in effect at such time shall, effective as at the applicable Extension Date, be extended as to those Lenders that so have consented (each a “Consenting Lender”) but shall not be extended as to any other Lender (each a “Non-Extending Lender”). To the extent that the applicable Final Maturity Date is not extended as to any Lender holding the applicable Class of Loans and Commitments pursuant to this Section 2.17(a2.16 and the applicable Class of Commitments and Loans of such Lender is not assumed in accordance with subsection (c) of this Section 2.16 on or prior to the applicable Extension Date, (i) the applicable Class of Commitments and/or Loans of such Non-Extending Lender shall automatically terminate in whole on such unextended applicable Final Maturity Date (such unextended Final Maturity Date, the “Termination Date”) without any further notice or other action by the Borrower, such Lender or any other Person, and in the case of a Non-Extending Lender holding a Revolving Commitment that is not extended, the Letter of Credit Exposure and Swingline Exposure of such Non-Extending Lender will automatically be reallocated (effective on the Termination Date) among the Consenting Lenders pro rata in accordance with their respective Revolving Commitments that are extended; provided that the sum of each such Consenting Lender’s total Revolving Credit Exposure may not in any event exceed the Revolving Commitment of such Consenting Lender as in effect at the time of such reallocation; provided, further, that, to the extent that any portion (the “unreallocated portion”) of the Letter of Credit Exposure and Swingline Exposure of any Non-Extending Lender cannot be so reallocated for any reason, the Borrower will, not later than two (2) Business Days after demand by the Administrative Agent (at the direction of the Letter of Credit Issuer and/or the Swingline Lender), (x) Cash Collateralize the obligations of the Borrower to the Letter of Credit Issuer or Swingline Lender in respect of such Letter of Credit Exposure or Swingline Exposure, as the case may be, in an amount equal to the aggregate amount of the unreallocated portion of the Letter of Credit Exposure and Swingline Exposure of such Non-Extending Lender, or (y) in the case of such Swingline Exposure, prepay and/or Cash Collateralize in full the unreallocated portion thereof, or (z) make other arrangements satisfactory to the Administrative Agent, the Letter of Credit Issuer and the Swingline Lender in their sole discretion to protect them against the risk of non-payment by such Non-Extending Lender; (ii) notwithstanding anything contained in this Agreement to the contrary, including Section 5.3 and 12.6, such Non-Extending Lender shall have received from the Borrower the aggregate principal amount of, and any interest accrued and unpaid to the unextended applicable Final Maturity Date, the outstanding applicable Class of Loans, if any, of such Non-Extending Lender plus any accrued but unpaid commitment fees owing to such Non-Extending Lender as of such date and all other amounts payable hereunder to such Non-Extending Lender; and (iii) such Non-Extending Lender's rights under Sections 2.11 and 12.1 and its obligations under Section 12.8, shall survive the applicable Final Maturity Date for such Lender as to matters occurring prior to LEGAL02/38433738v11 such date. It is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for any requested extension of any Final Maturity Date. (c) If Lenders holding at least 66 2/3% of the Term Loans of the applicable Series and/or Revolving Commitments (as applicable) at any time consent to any such request pursuant to subsection (a) of this Section 2.16, the Borrower may arrange for one or more Consenting Lenders or, to the extent that the Consenting Lenders decline to assume any Non-Extending Lender's Commitment and/or Loans, Incremental Lenders reasonably acceptable to the Administrative Agent (each such Incremental Lender that accepts an offer to assume a Non-Extending Lender's Commitment and/or Loan as of the applicable Extension Date being an “Assuming Lender”) to assume, effective as of the Extension Date, any Non-Extending Lender's Term Loans or Revolving Commitments (as applicable) and all of the obligations of such Non-Extending Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Extending Lender; provided, however, that if the Borrower makes an offer to any Consenting Lender to assume any Non-Extending Lender's Loans or Revolving Commitments (as applicable), the Borrower shall pay make such offer to all Consenting Lenders on a pro rata basis based on their respective Term Loans and/or Revolving Commitments (as applicable) and such Non-Extending Lender's Term Loans and/or Revolving Commitments (as applicable) shall be allocated among those Consenting Lenders which accept such offer on a pro rata basis based on their respective Term Loans and/or Revolving Commitments (as applicable); provided further that: (i) any such Consenting Lender or Assuming Lender shall have paid to such Non-Extending Lender (A) the aggregate principal amount of, and any interest accrued and unpaid to the effective date of the assignment on, the outstanding assumed Loans, if any, of such Non-Extending Lender plus (B) any accrued but unpaid commitment fees owing to such Non-Extending Lender as of the effective date of such assignment; (ii) all additional cost reimbursements, expense reimbursements and indemnities payable to such Non-Extending Lender, and all other accrued and unpaid amounts owing to such Non-Extending Lender hereunder, as of the effective date of such assignment shall have been paid to such Non-Extending Lender; and (iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section 12.4 for such assignment shall have been paid; provided further that such Non-Extending Lender's rights under Sections 2.11 and 12.1 and its obligations under Section 12.8, shall survive such substitution as to matters occurring prior to the date of substitution. At least three Business Days prior to any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the Borrower and the Administrative Agent an assumption agreement, in form and substance satisfactory to the Borrower and the Administrative Agent (an “Assumption Agreement”), duly executed by such Assuming Lender, such Non-Extending Lender, the Borrower and the Administrative Agent (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Administrative Agent as to the increase in the amount of its Commitment and (C) each Non-Extending Lender being replaced pursuant to this Section 2.16 shall have delivered to the Administrative Agent any note or notes held by such Non-Extending Lender. Upon the payment or prepayment of all amounts referred to in clauses (A), (B) and (C) of the immediately preceding sentence, each such Consenting Lender or LEGAL02/38433738v11 Assuming Lender, as of the Extension Date, will be substituted for such Non-Extending Lender under this Agreement and shall be a Lender for all purposes of this Agreement, without any further acknowledgment by or the consent of the other Lenders, and the obligations of each such Non-Extending Lender hereunder shall, by the provisions hereof, be released and discharged. (d) If all of the Lenders holding the applicable Class of Commitments and/or Loans (as applicable) (after giving effect to any assignments pursuant to subsection (b) of this Section 2.16) consent in writing to the requested extension (whether by execution or delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date, the Administrative Agent shall so notify the Borrower, and, so long as no Default or Event of Default shall have occurred and be continuing as of such Extension Date, or shall occur as a consequence thereof, the applicable Final Maturity Date then in effect shall be extended for the additional one year period described in subsection (a) of this Section 2.16, and all references in this Agreement and in the other Credit Documents, if any, to the “Term Facility Final Maturity Date” or the “Revolving Facility Final Maturity Date”, as applicable, shall, with respect to each Consenting Lender and each Assuming Lender for such Extension Date, refer to the Term Facility Final Maturity Date or the Revolving Facility Final Maturity Date, as applicable, as so extended. Promptly following each Extension Date, the Administrative Agent shall notify the Lenders (including, without limitation, each Assuming Lender) of the extension of the scheduled applicable Final Maturity Date in effect immediately prior thereto. (e) Any extended Loans and/or Revolving Commitments under this Section shall be established pursuant to an amendment (an “Extension Amendment”) to this Agreement (which notwithstanding anything to the contrary set forth in Section 12.12, shall not require the consent of any Lender other than the Consenting Lenders and the Assuming Lenders with respect to the extended Loans and/or Revolving Commitments established thereby) executed by the Credit Parties, the Administrative Agent and the Consenting Lenders and the Assuming Lenders. In connection with any Extension Amendment, the Borrower shall deliver an opinion of counsel reasonably acceptable to the Administrative Agent as to the enforceability of such Extension Amendment, this Agreement as amended thereby and such other customary matters as reasonably requested by the Administrative Agent, on or before July 1 and such of the year other Credit Documents (if any) as may be amended or replaced thereby. Notwithstanding anything to the contrary set forth in which Section 12.12, the Administrative Agent is expressly permitted to amend the Credit Documents through the Extension Request was deliveredAmendment to the extent necessary to give effect to any extension pursuant to this Section and mechanical changes necessary or advisable in connection therewith. (f) This Section 2.16 shall supersede any provisions in Section 12.12 to the contrary. For the avoidance of doubt, for any of the account provisions of each Lender, an this Section 2.16 may be amended with the consent of the Required Lenders; provided that no such amendment shall require any Lender to provide any requested extension fee equal to 0.25% times such Lender's Commitmentof any Final Maturity Date without its prior written consent.

Extension of Final Maturity Date. (a) Provided no Default or Event of Default has occurred that is continuing, the The Borrower may from time to time, upon written notice to the Administrative Agent (which shall promptly notify the Lenders) (an “Extension Request”), request a one-year an extension of the Final Maturity Date by submitting then in effect with respect to the Commitments existing at the time of such request (the “Existing Commitments”, and such Existing Commitments as extended, the “Extended Commitments”) to a request for an date specified in such Extension Request. The Extension Request shall specify the date on which the Borrower proposes that the extension shall be effective, which shall be a date reasonably satisfactory to the Administrative Agent (an "but in no event, shall such date be less than 15 days after the Administrative Agent’s receipt of such Extension Request") not more than eighteen (18) months nor less than fifteen (15) months prior to the then scheduled Final Maturity Date). Promptly upon (but not later than three (3) Business Days after) receipt of the Extension Request, Each Lender shall notify the Administrative Agent shall notify each Lender of, whether or not it consents to such Extension Request (which consent may be given or withheld in such Lender’s sole and shall request each Lender, at its election, to approve or disapprove, absolute discretion) within the time provided in such Extension Request. Each Any Lender approving not responding within the Extension Request time period shall deliver its written approval no later than thirty (30) days after the date of the be deemed not to have consented to such Extension Request. If the approval of each of the Lenders is received by the Administrative Agent within thirty (30) days of the date of the Extension Request, the The Administrative Agent shall promptly so notify the Borrower and each Lender and the Lenders of the Lenders’ responses. (b) The Final Maturity Date shall be extended by one yearonly if the Majority Lenders (calculated excluding any Defaulting Lender and after giving effect to any replacements of Lenders permitted herein) have consented thereto (the Lenders that so consent being the “Extending Lenders” and the Lenders that do not consent being the “Non-Extending Lenders”) (it being understood and agreed that, except for the consents of Extending Lenders, no other consents shall be required hereunder for such extensions), and the maturity date of the Commitments shall be extended only with respect to the Existing Commitments held by such Extending Lenders. If so extended, the Final Maturity Date, as to the Extending Lenders, shall be extended to the date set forth in such event Extension Request (such existing Final Maturity Date being the “Extension Effective Date”). The Administrative Agent and the Borrower shall promptly confirm to the Lenders such extension, specifying the date of such confirmation (the “Extension Confirmation Date”), the Extension Effective Date, and the new Final Maturity Date (after giving effect to such extension) with respect to the Extended Commitments. The proposed terms of the Extended Commitments to be established shall be identical as offered to each Lender and be identical to the Existing Commitments from which such Extended Commitments are to be extended, except that: (x) the maturity date of the Extended Commitments shall be later than the maturity date of the Existing Commitments and (y) the Administrative Agent and the Extending Lenders may thereafter request a further receive customary fees in consideration for the extension of the then scheduled Final Maturity Date in accordance with this Section 2.17Extended Commitments. If any of As a condition precedent to such extension, the Lenders does not Borrower shall deliver to the Administrative Agent such Lender's written approval to any Extension Request within thirty (30) days a certificate of the date Borrower dated as of the Extension Confirmation Date signed by a Responsible Officer of the Borrower (i) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such extension and (ii) certifying that, (A) before and after giving effect to such extension, the representations and warranties contained in Article III made by it are true and correct in all material respects (or, in the case of any such representations and warranties that are qualified as to materiality, the accuracy in all respects of such representations and warranties) on and as of the Extension RequestConfirmation Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (or, in the case of any such representations and warranties that are qualified as to materiality, the Final Maturity accuracy in all respects of such representations and warranties) as of such earlier date, (B) before and after giving effect to such extension no Default exists or will exist as of the Extension Confirmation Date, and (C) since December 31, 2016, no event, development or circumstance that has had or could reasonably be expected to have a Material Adverse Effect has occurred. The Borrower shall prepay any Advances outstanding on the Extension Effective Date (and pay any additional amounts required pursuant to Section 2.10) to the extent necessary to keep outstanding Advances ratable with any revised and new Pro Rata Shares of all the Lenders effective as of the Extension Effective Date; and if, after giving effect to such prepayment, the aggregate outstanding principal amount of Advances plus the aggregate Letter of Credit Exposure exceeds the aggregate Commitments then in effect as a result of a Letter of Credit Exposure, then the Borrower will pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.13(g). In addition, each Extending Lender shall not automatically (without any further action) and ratably acquire on the Extension Effective Date the Non-Extending Lenders’ participations in Letters of Credit, in an amount equal to such Extending Lender’s Pro Rata Share of the amount of such participations. Notwithstanding the conversion of any Existing Commitment into an Extended Commitment, such Extended Commitment shall be extendedtreated identically to all Existing Commitments for purposes of the obligations of a Lender in respect of Letters of Credit under Section 2.13, except that the applicable Extension Amendment may provide that the last day for issuing Letters of Credit may be extended and the related obligations to issue Letters of Credit may be continued (pursuant to mechanics to be specified in the applicable Extension Amendment) so long as the applicable Issuing Bank has consented to such extension (it being understood that no consent of any other Lender shall be required in connection with any such extension). (bc) If all of the Lenders approve an Extension Request The Borrower shall be permitted to replace any Non-Extending Lender pursuant to Section 2.17(a)2.15. (d) Notwithstanding the terms of Section 9.01, the Borrower and the Administrative Agent shall pay be entitled (without the consent of any other Lenders except to the extent required under subsection (b) above) to enter into any amendments (each an “Extension Amendment”) to this Agreement, in form and substance satisfactory to the Administrative Agent, on that the Administrative Agent reasonably believes are necessary to appropriately reflect, or before July 1 provide for the integration of, any extension of the year maturity date pursuant to this Section 2.18. It is understood and agreed that each Lender hereunder has consented, and shall at the effective time thereof be deemed to consent to each amendment to this Agreement and the other Credit Documents authorized by this Section 2.18 and the arrangements described above in which connection therewith. Notwithstanding anything to the contrary in this Section 2.18(d) and without limiting the generality or applicability of Section 9.01 to any Specified Amendments (as defined below), any Extension Request was deliveredAmendment may provide for additional terms and/or additional amendments other than those referred to or contemplated above (any such additional amendment, a “Specified Amendment”) to this Agreement and the other Credit Documents; provided that such Specified Amendments do not become effective prior to the time that such Specified Amendments have been consented to (including, without limitation, pursuant to consents applicable to holders of any Extended Commitments provided for in any Extension Amendment) by such of the account of each LenderLenders, an extension fee equal Loan Parties and other parties (if any) as may be required in order for such Specified Amendments to 0.25% times such Lender's Commitmentbecome effective in accordance with Section 9.01.

Extension of Final Maturity Date. (a) Provided no Default or Event of Default has occurred that is continuingUpon request by the Borrower, the Borrower may request a one-year extension of the Final Maturity Date may be extended for up to two three-month periods (each, a "Final Maturity Date Extension") commencing on the Final Maturity Date prior to giving effect to any such extension, provided, that (i) the Borrower requests such renewal by submitting a request for an extension giving written notice to the Administrative Agent (an "Extension Request") not more than eighteen (18) months nor less than fifteen (15) months prior to Agents on or before the then scheduled Final Maturity Date. Promptly upon (but not later than three (3) Business Days after) receipt of the Extension Request, the Administrative Agent shall notify each Lender of, and shall request each Lender, at its election, to approve or disapprove, the Extension Request. Each Lender approving the Extension Request shall deliver its written approval no later than date which is thirty (30) days after prior to the date of existing Final Maturity Date requesting that such Final Maturity Date be so extended, (ii) with respect to the Extension Request. If the approval of each of first Final Maturity Date Extension, the Lenders is received by the Administrative Agent within thirty shall grant such Final Maturity Date Extension so long as (30A) days there exists no continuing Event of the date of the Default both immediately before and immediately after giving effect to such Final Maturity Date Extension Request, and (B) the Administrative Agent shall promptly so notify have received, for the Borrower account of the Lenders in accordance with their Pro Rata Shares, the Extension Fee (as such term is defined in the Fee Letter), and each Lender and (iii) with respect to the second Final Maturity Date shall be extended by one yearExtension, and in the Lenders may grant such event the Borrower may thereafter request a further extension of the then scheduled Final Maturity Date Extension so long as (x) the conditions set forth in accordance with this Section 2.17. If any of clause (A) and (B) in the preceding clause (ii) have been satisfied and (y) the Required Lenders does not deliver shall have consented in writing to the Administrative Agent such Lender's written approval to any Extension Request within thirty (30) days of the date of such Extension Request, the second Final Maturity Date shall not be extendedExtension. (b) If all Notwithstanding anything to the contrary contained herein, in the case of the Lenders approve an Extension Request pursuant to Section 2.17(a)second Final Maturity Date Extension, the Required Lenders shall have no obligation to grant such Final Maturity Date Extension and the Required Lenders may, at their option, unconditionally and without cause, decline to grant such second Final Maturity Date Extension. The Borrower shall pay hereby acknowledges and agrees that, in determining whether to grant the second Final Maturity Date Extension, the Required Lenders may require updated appraisals of the Inventory, the Equipment and the Vessels of the Loan Parties, in each case to be conducted by third-party appraisers acceptable to the Administrative AgentAgents, on or before July 1 the cost of which appraisals shall be payable by the year in which the Extension Request was delivered, for the account of each Lender, an extension fee equal to 0.25% times such Lender's CommitmentBorrower.

Extension of Final Maturity Date. (a) Provided no Default or Event CDFCUK may, by giving notice to the Facility Agent not more than 60 days, and not less than 30 days, (i) before the first anniversary of Default has occurred this Agreement, request that is continuing, the Borrower may request a one-year extension of the Final Maturity Date be extended for a further period of one year to 1st April 2007 (the FIRST REQUEST); and (ii) (if the First Request has been agreed to by submitting a request for an extension to any Lender) before the Administrative Agent (an "Extension Request") not more than eighteen (18) months nor less than fifteen (15) months prior to the then scheduled Final Maturity Date. Promptly upon (but not later than three (3) Business Days after) receipt of the Extension Request, the Administrative Agent shall notify each Lender of, and shall request each Lender, at its election, to approve or disapprove, the Extension Request. Each Lender approving the Extension Request shall deliver its written approval no later than thirty (30) days after the date of the Extension Request. If the approval of each of the Lenders is received by the Administrative Agent within thirty (30) days second anniversary of the date of the Extension Requestthis Agreement, the Administrative Agent shall promptly so notify the Borrower and each Lender and request that the Final Maturity Date shall be extended by one year, and in such event to April 1st 2008 (the Borrower may thereafter request a further extension of the then scheduled Final Maturity Date in accordance with this Section 2.17. If any of the Lenders does not deliver to the Administrative Agent such Lender's written approval to any Extension Request within thirty (30) days of the date of such Extension Request, the Final Maturity Date shall not be extendedSECOND REQUEST). (b) If all On receipt of such request, the Facility Agent will promptly notify the Lenders. Each Lender which is prepared to agree to the request must notify the Facility Agent to that effect not later than 20 days before the first anniversary or second anniversary of the date of this Agreement, as applicable, (each a RESPONSE DATE). Any Lender which does not notify the Facility Agent of its decision by the applicable Response Date will be deemed to have refused the request. (c) The Final Maturity Date will be extended only in relation to the aggregate Commitments of those Lenders approve an Extension Request pursuant (if any) who agreed to Section 2.17(athe relevant request (the EXTENDED COMMITMENTS). Following a Response Date, the Borrower shall Facility Agent will promptly notify CDFCUK of the extent to which its request has been successful. (d) If CDFCUK has made the First Request, then only those Lenders who agreed to it may receive notice of the Second Request. (e) Any request under this Clause is irrevocable. (f) CDFCUK must pay to the Administrative Agent, on or before July 1 of the year in which the Extension Request was delivered, for the account of each Lender, Lenders an extension fee equal of 0.1 per cent. of the Extended Commitments on the first anniversary of the date of this Agreement, with respect to 0.25% times such Lender's Commitmentthe First Request, and on the second anniversary of the date of this Agreement, with respect to the Second Request.

Extension of Final Maturity Date. (a) Provided no Default or Event At least 45 days but not more than 65 days prior to the first, second, third, fourth and fifth Anniversary Date, provided that all of Default has occurred that is continuingthe conditions set forth in Section 6.2(a), (b) and (c) have been met in each case, the Borrower Borrower, by written notice to the Administrative Agent, may request a one-year an extension of the Term Facility Final Maturity Date and/or the Revolving Facility Final Maturity Date in effect at such time by one calendar year from the then scheduled applicable Final Maturity Date. The Administrative Agent shall promptly notify each Lender holding the applicable Class of Loans and Commitments of such request (including the amount of any fees to be paid such Lenders for such proposed extension, the amortization of the Incremental Term Loans following the Extension Date and any other terms applicable to such proposed extension not otherwise in contravention of the express terms and provisions this Agreement), and each such Lender shall in turn, in its sole discretion, at least 20 days but not more than 30 days prior to the applicable Anniversary Date, notify the Borrower and the Administrative Agent in writing as to whether such Lender will consent to such extension. If any Lender holding the applicable Class of Loans and Commitments shall fail to notify the Administrative Agent and the Borrower in writing of its consent to any such request for extension of the applicable Final Maturity Date by submitting the 20th day prior to the applicable Anniversary Date, such Lender shall be deemed to be a Non-Extending Lender (as defined below) with respect to such request. The Administrative Agent shall notify the Borrower not later than the 20th day prior to the applicable Anniversary Date of the decision of the Lenders holding the applicable Class of Loans and Commitments regarding the Borrower’s request for an extension to of the Administrative Agent (an "Extension Request") not more than eighteen (18) months nor less than fifteen (15) months prior to the then scheduled applicable Final Maturity Date. Promptly upon (but not later than three (3) Business Days after) receipt of the Extension Request, the Administrative Agent shall notify each Lender of, and shall request each Lender, at its election, to approve or disapprove, the Extension Request. Each Lender approving the Extension Request shall deliver its written approval no later than thirty (30) days after the date of the Extension Request. If the approval of each of the Lenders is received by the Administrative Agent within thirty (30) days of the date of the Extension Request, the Administrative Agent shall promptly so notify the Borrower and each Lender and the Final Maturity Date shall be extended by one year, and in such event the Borrower may thereafter request a further extension of the then scheduled Final Maturity Date in accordance with this Section 2.17. If any of the Lenders does not deliver to the Administrative Agent such Lender's written approval to any Extension Request within thirty (30) days of the date of such Extension Request, the Final Maturity Date shall not be extended. (b) If all of the Lenders approve an holding the applicable Class of Loans and Commitments consent in writing to any such request in accordance with subsection (a) of this Section 2.16, the applicable Final Maturity Date shall, effective as at such next Anniversary Date (the “Extension Request Date”), be extended for one calendar year from the then scheduled applicable Final Maturity Date; provided that on the Extension Date, no Default or Event of Default shall have occurred and be continuing, or shall occur as a consequence thereof. If Lenders holding more than 50% in interest of the Incremental Term Loans and/or Revolving Commitments (as applicable) at such time consent in writing to any such request in accordance with subsection (a) of this Section 2.16, the applicable Final Maturity Date in effect at such time shall, effective as at the applicable Extension Date, be extended as to those Lenders that so have consented (each a “Consenting Lender”) but shall not be extended as to any other Lender (each a “Non-Extending Lender”). To the extent that the applicable Final Maturity Date is not extended as to any Lender holding the applicable Class of Loans and Commitments pursuant to this Section 2.17(a2.16 and the applicable Class of Commitments and Loans of such Lender is not assumed in accordance with subsection (c) of this Section 2.16 on or prior to the applicable Extension Date, (i) the applicable Class of Commitments and/or Loans of such Non-Extending Lender shall automatically terminate in whole on such unextended applicable Final Maturity Date (such unextended Final Maturity Date, the “Termination Date”) without any further notice or other action by the Borrower, such Lender or any other Person, and in the case of a Non-Extending Lender holding a Revolving Commitment that is not extended, the Letter of Credit Exposure and Swingline Exposure of such Non-Extending Lender will automatically be reallocated (effective on the Termination Date) among the Consenting Lenders pro rata in accordance with their respective Revolving Commitments that are extended; provided that the sum of each such Consenting Lender’s total Revolving Credit Exposure may not in any event exceed the Revolving Commitment of such Consenting Lender as in effect at the time of such reallocation; provided, further, that, to the extent that any portion (the “unreallocated portion”) of the Letter of Credit Exposure and Swingline Exposure of any Non-Extending Lender cannot be so reallocated for any reason, the Borrower will, not later than two (2) Business Days after demand by the Administrative Agent (at the direction of the Letter of Credit Issuer and/or the Swingline Lender), (x) Cash Collateralize the obligations of the Borrower to the Letter of Credit Issuer or Swingline Lender in respect of such Letter of Credit Exposure or Swingline Exposure, as the case may be, in an amount equal to the aggregate amount of the unreallocated portion of the Letter of Credit Exposure and Swingline Exposure of such Non-Extending Lender, or (y) in the case of such Swingline Exposure, prepay and/or Cash Collateralize in full the unreallocated portion thereof, or (z) make other arrangements satisfactory to the Administrative Agent, the Letter of Credit Issuer and the Swingline Lender in their sole discretion to protect them against the risk of non-payment by such Non-Extending Lender; (ii) notwithstanding anything contained in this Agreement to the contrary, including Section 5.3 and 12.6, such Non-Extending Lender shall have received from the Borrower the aggregate principal amount of, and any interest accrued and unpaid to the unextended applicable Final Maturity Date, the outstanding applicable Class of Loans, if any, of such Non-Extending Lender plus any accrued but unpaid commitment fees owing to such Non-Extending Lender as of such date and all other amounts payable hereunder to such Non-Extending Lender; and (iii) such Non-Extending Lender's rights under Sections 2.11 and 12.1 and its obligations under Section 12.8, shall survive the applicable Final Maturity Date for such Lender as to matters occurring prior to such date. It is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for any requested extension of any Final Maturity Date. (c) If Lenders holding more than 50% of the Incremental Term Loans and/or Revolving Commitments (as applicable) at any time consent to any such request pursuant to subsection (a) of this Section 2.16, the Borrower may arrange for one or more Consenting Lenders or, to the extent that the Consenting Lenders decline to assume any Non-Extending Lender's Commitment and/or Loans, Incremental Lenders reasonably acceptable to the Administrative Agent (each such Incremental Lender that accepts an offer to assume a Non-Extending Lender's Commitment and/or Loan as of the applicable Extension Date being an “Assuming Lender”) to assume, effective as of the Extension Date, any Non-Extending Lender's Incremental Term Loans or Revolving Commitments (as applicable) and all of the obligations of such Non-Extending Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Extending Lender; provided, however, that if the Borrower makes an offer to any Consenting Lender to assume any Non-Extending Lender's Loans or Revolving Commitments (as applicable), the Borrower shall pay make such offer to all Consenting Lenders on a pro rata basis based on their respective Incremental Term Loans and/or Revolving Commitments (as applicable) and such Non-Extending Lender's Incremental Term Loans and/or Revolving Commitments (as applicable) shall be allocated among those Consenting Lenders which accept such offer on a pro rata basis based on their respective Incremental Term Loans and/or Revolving Commitments (as applicable); provided further that: (i) any such Consenting Lender or Assuming Lender shall have paid to such Non-Extending Lender (A) the aggregate principal amount of, and any interest accrued and unpaid to the effective date of the assignment on, the outstanding assumed Loans, if any, of such Non-Extending Lender plus (B) any accrued but unpaid commitment fees owing to such Non-Extending Lender as of the effective date of such assignment; (ii) all additional cost reimbursements, expense reimbursements and indemnities payable to such Non-Extending Lender, and all other accrued and unpaid amounts owing to such Non-Extending Lender hereunder, as of the effective date of such assignment shall have been paid to such Non-Extending Lender; and (iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section 12.4 for such assignment shall have been paid; provided further that such Non-Extending Lender's rights under Sections 2.11 and 12.1 and its obligations under Section 12.8, shall survive such substitution as to matters occurring prior to the date of substitution. At least three Business Days prior to any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the Borrower and the Administrative Agent an assumption agreement, in form and substance satisfactory to the Borrower and the Administrative Agent (an “Assumption Agreement”), duly executed by such Assuming Lender, such Non-Extending Lender, the Borrower and the Administrative Agent (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Administrative Agent as to the increase in the amount of its Commitment and (C) each Non-Extending Lender being replaced pursuant to this Section 2.16 shall have delivered to the Administrative Agent any note or notes held by such Non-Extending Lender. Upon the payment or prepayment of all amounts referred to in clauses (A), (B) and (C) of the immediately preceding sentence, each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Extending Lender under this Agreement and shall be a Lender for all purposes of this Agreement, without any further acknowledgment by or the consent of the other Lenders, and the obligations of each such Non-Extending Lender hereunder shall, by the provisions hereof, be released and discharged. (d) If all of the Lenders holding the applicable Class of Commitments and/or Loans (as applicable) (after giving effect to any assignments pursuant to subsection (b) of this Section 2.16) consent in writing to the requested extension (whether by execution or delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date, the Administrative Agent shall so notify the Borrower, and, so long as no Default or Event of Default shall have occurred and be continuing as of such Extension Date, or shall occur as a consequence thereof, the applicable Final Maturity Date then in effect shall be extended for the additional one year period described in subsection (a) of this Section 2.16, and all references in this Agreement and in the other Credit Documents, if any, to the “Term Facility Final Maturity Date” or the “Revolving Facility Final Maturity Date”, as applicable, shall, with respect to each Consenting Lender and each Assuming Lender for such Extension Date, refer to the Term Facility Final Maturity Date or the Revolving Facility Final Maturity Date, as applicable, as so extended. Promptly following each Extension Date, the Administrative Agent shall notify the Lenders (including, without limitation, each Assuming Lender) of the extension of the scheduled applicable Final Maturity Date in effect immediately prior thereto. (e) Any extended Loans and/or Revolving Commitments under this Section shall be established pursuant to an amendment (an “Extension Amendment”) to this Agreement (which notwithstanding anything to the contrary set forth in Section 12.12, shall not require the consent of any Lender other than the Consenting Lenders and the Assuming Lenders with respect to the extended Loans and/or Revolving Commitments established thereby) executed by the Credit Parties, the Administrative Agent and the Consenting Lenders and the Assuming Lenders. In connection with any Extension Amendment, the Borrower shall deliver an opinion of counsel reasonably acceptable to the Administrative Agent as to the enforceability of such Extension Amendment, this Agreement as amended thereby and such other customary matters as reasonably requested by the Administrative Agent, on or before July 1 and such of the year other Credit Documents (if any) as may be amended or replaced thereby. Notwithstanding anything to the contrary set forth in which Section 12.12, the Administrative Agent is expressly permitted to amend the Credit Documents through the Extension Request was deliveredAmendment to the extent necessary to give effect to any extension pursuant to this Section and mechanical changes necessary or advisable in connection therewith. (f) This Section 2.16 shall supersede any provisions in Section 12.12 to the contrary. For the avoidance of doubt, for any of the account provisions of each Lender, an this Section 2.16 may be amended with the consent of the Required Lenders; provided that no such amendment shall require any Lender to provide any requested extension fee equal to 0.25% times such Lender's Commitmentof any Final Maturity Date without its prior written consent.

Extension of Final Maturity Date. (a) Provided no Default or Event of Default has occurred that is continuing, the The Borrower may from time to time, upon written notice to the Administrative Agent (which shall promptly notify the Lenders) (an “Extension Request”), request a one-year an extension of the Final Maturity Date by submitting then in effect with respect to the Commitments existing at the time of such request (the “Existing Commitments”, and such Existing Commitments as extended, the “Extended Commitments”) to a request for an date specified in such Extension Request. The Extension Request shall specify the date on which the Borrower proposes that the extension shall be effective, which shall be a date reasonably satisfactory to the Administrative Agent (an "but in no event, shall such date be less than 15 days after the Administrative Agent’s receipt of such Extension Request") not more than eighteen (18) months nor less than fifteen (15) months prior to the then scheduled Final Maturity Date). Promptly upon (but not later than three (3) Business Days after) receipt of the Extension Request, Each Lender shall notify the Administrative Agent shall notify each Lender of, whether or not it consents to such Extension Request (which consent may be given or withheld in such Lender’s sole and shall request each Lender, at its election, to approve or disapprove, absolute discretion) within the time provided in such Extension Request. Each Any Lender approving not responding within the Extension Request time period shall deliver its written approval no later than thirty (30) days after the date of the be deemed not to have consented to such Extension Request. If the approval of each of the Lenders is received by the Administrative Agent within thirty (30) days of the date of the Extension Request, the The Administrative Agent shall promptly so notify the Borrower and each Lender and the Lenders of the Lenders’ responses. 3rd Amended/Restated Credit Agreement (b) The Final Maturity Date shall be extended by one yearonly if the Majority Lenders (calculated excluding any Defaulting Lender and after giving effect to any replacements of Lenders permitted herein) have consented thereto (the Lenders that so consent being the “Extending Lenders” and the Lenders that do not consent being the “Non-Extending Lenders”) (it being understood and agreed that, except for the consents of Extending Lenders, no other consents shall be required hereunder for such extensions), and the maturity date of the Commitments shall be extended only with respect to the Existing Commitments held by such Extending Lenders. If so extended, the Final Maturity Date, as to the Extending Lenders, shall be extended to the date set forth in such event Extension Request (such existing Final Maturity Date being the “Extension Effective Date”). The Administrative Agent and the Borrower shall promptly confirm to the Lenders such extension, specifying the date of such confirmation (the “Extension Confirmation Date”), the Extension Effective Date, and the new Final Maturity Date (after giving effect to such extension) with respect to the Extended Commitments. The proposed terms of the Extended Commitments to be established shall be identical as offered to each Lender and be identical to the Existing Commitments from which such Extended Commitments are to be extended, except that: (x) the maturity date of the Extended Commitments shall be later than the maturity date of the Existing Commitments and (y) the Administrative Agent and the Extending Lenders may thereafter request a further receive customary fees in consideration for the extension of the then scheduled Final Maturity Date in accordance with this Section 2.17Extended Commitments. If any of As a condition precedent to such extension, the Lenders does not Borrower shall deliver to the Administrative Agent such Lender's written approval to any Extension Request within thirty (30) days a certificate of the date Borrower dated as of the Extension Confirmation Date signed by a Responsible Officer of the Borrower (i) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such extension and (ii) certifying that, (A) before and after giving effect to such extension, the representations and warranties contained in Article III made by it are true and correct in all material respects (or, in the case of any such representations and warranties that are qualified as to materiality, the accuracy in all respects of such representations and warranties) on and as of the Extension RequestConfirmation Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (or, in the case of any such representations and warranties that are qualified as to materiality, the Final Maturity accuracy in all respects of such representations and warranties) as of such earlier date, (B) before and after giving effect to such extension no Default exists or will exist as of the Extension Confirmation Date, and (C) since December 31, 2022, no event, development or circumstance that has had or could reasonably be expected to have a Material Adverse Effect has occurred. The Borrower shall prepay any Advances outstanding on the Extension Effective Date (and pay any additional amounts required pursuant to Section 2.10) to the extent necessary to keep outstanding Advances ratable with any revised and new Pro Rata Shares of all the Lenders effective as of the Extension Effective Date; and if, after giving effect to such prepayment, the aggregate outstanding principal amount of Advances plus the aggregate Letter of Credit Exposure exceeds the aggregate Commitments then in effect as a result of a Letter of Credit Exposure, then the Borrower will pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.13(g). In addition, each Extending Lender shall not automatically (without any further action) and ratably acquire on the Extension Effective Date the Non-Extending Lenders’ participations in Letters of Credit, in an amount equal to such Extending Lender’s Pro Rata Share of the amount of such participations. Notwithstanding the conversion of any Existing Commitment into an Extended Commitment, such Extended Commitment shall be extendedtreated identically to all Existing Commitments for purposes of the obligations of a Lender in respect of Letters of Credit under Section 2.13, except that the applicable Extension Amendment may provide that the last day for issuing Letters of Credit may be extended and the related obligations to issue Letters of Credit may be continued (pursuant to mechanics to be specified in the applicable Extension Amendment) so long as the applicable Issuing Bank has consented to such extension (it being understood that no consent of any other Lender shall be required in connection with any such extension). 3rd Amended/Restated Credit Agreement (c) The Borrower shall be permitted to replace any Non-Extending Lender pursuant to Section 2.15. (bd) If all Notwithstanding the terms of the Lenders approve an Extension Request pursuant to Section 2.17(a)9.01, the Borrower and the Administrative Agent shall pay be entitled (without the consent of any other Lenders except to the extent required under subsection (b) above) to enter into any amendments (each an “Extension Amendment”) to this Agreement, in form and substance satisfactory to the Administrative Agent, on that the Administrative Agent reasonably believes are necessary to appropriately reflect, or before July 1 provide for the integration of, any extension of the year maturity date pursuant to this Section 2.18. It is understood and agreed that each Lender hereunder has consented, and shall at the effective time thereof be deemed to consent to each amendment to this Agreement and the other Credit Documents authorized by this Section 2.18 and the arrangements described above in which connection therewith. Notwithstanding anything to the contrary in this Section 2.18(d) and without limiting the generality or applicability of Section 9.01 to any Specified Amendments (as defined below), any Extension Request was deliveredAmendment may provide for additional terms and/or additional amendments other than those referred to or contemplated above (any such additional amendment, a “Specified Amendment”) to this Agreement and the other Credit Documents; provided that such Specified Amendments do not become effective prior to the time that such Specified Amendments have been consented to (including, without limitation, pursuant to consents applicable to holders of any Extended Commitments provided for in any Extension Amendment) by such of the account of each LenderLenders, an extension fee equal Loan Parties and other parties (if any) as may be required in order for such Specified Amendments to 0.25% times such Lender's Commitmentbecome effective in accordance with Section 9.01.

Extension of Final Maturity Date. (a) Provided no Default or Event The Company may, by sending an Extension Request to the Administrative Agent (in which case the Administrative Agent shall promptly deliver a copy to each of Default has occurred that is continuingthe Lenders), after the Borrower may request a one-year extension first anniversary of the Closing Date but at least three months in advance of the Final Maturity Date in effect at such time (including at any time prior thereto on or after any anniversary of the Closing Date but, for the avoidance of doubt, no more than once in any year), request that the Lenders extend such Final Maturity Date then in effect to the first anniversary of the Final Maturity Date then in effect. Each Lender, acting in its sole discretion, shall, by submitting a request for an extension notice to the Administrative Agent (an "Extension Request") not more than eighteen (18) months nor less than fifteen (15) months prior to the then scheduled Final Maturity Date. Promptly upon (but given not later than three (3) Business Days after) receipt of the Extension Request, date that is the Administrative Agent shall notify each Lender of, and shall request each Lender, at its election, to approve or disapprove, the Extension Request. Each Lender approving the Extension Request shall deliver its written approval no later than thirty (30) days 20th day after the date of the Extension Request. If , or if such day is not a Business Day, the approval of each of immediately following Business Day (the Lenders is received by “Response Date”) advise the Administrative Agent within thirty in writing whether or not such Xxxxxx agrees to such extension (30) days of the date of the Extension Request, each Lender that so advises the Administrative Agent that it will not extend the Final Maturity Date, being referred to herein as a “Non-Extending Lender”); provided that any Lender that does not advise the Administrative Agent by the Response Date and any Defaulting Lender shall promptly be deemed to be a Non-Extending Lender. The election of any Lender to agree to such extension shall not obligate any other Lender to agree. (b) (i) If, on the Response Date, Lenders holding Commitments that aggregate to 50% or more of the total Commitments then in effect shall not have agreed to extend the Final Maturity Date, then such Final Maturity Date shall not be so notify extended and the Borrower outstanding principal balance of all Loans and each Lender other amounts payable hereunder shall be payable on such Final Maturity Date. (ii) If (and only if), on the Response Date, Lenders holding Commitments that aggregate to more than 50% of the total Commitments then in effect shall have agreed to extend the Final Maturity Date, then the Final Maturity Date shall be extended by one year, and in such event to the Borrower may thereafter request a further extension date that is the first anniversary of the then scheduled then-current Final Maturity Date (subject to satisfaction of the conditions set forth in Section 2.21(d)) with respect to Lenders that have so agreed to extend. In the event of such extension, the Commitment of each Non-Extending Lender shall terminate on the Final Maturity Date in accordance with this Section 2.17. If any effect prior to such extension, all Loans and other amounts payable hereunder to such Non-Extending Lenders shall become due and payable on such Final Maturity Date and the total Commitments of the Lenders does not deliver to hereunder shall be reduced by the Administrative Agent such Lender's written approval to any Extension Request within thirty (30) days Commitments of the date of Non-Extending Lenders so terminated on such Extension Request, the Final Maturity Date shall not be extendedDate. (b) If all of the Lenders approve an Extension Request pursuant to Section 2.17(a), the Borrower shall pay to the Administrative Agent, on or before July 1 of the year in which the Extension Request was delivered, for the account of each Lender, an extension fee equal to 0.25% times such Lender's Commitment.

Extension of Final Maturity Date. (a) Provided no Default or Event At least 45 days but not more than 65 days prior to the first, second, third and fourth Anniversary Date, provided that all of Default has occurred that is continuingthe conditions set forth in Section 6.2(a), (b) and (c) have been met in each case, the Borrower Borrower, by written notice to the Administrative Agent, may request a one-year an extension of the Term Facility Final Maturity Date and/or the Revolving Facility Final Maturity Date in effect at such time by one calendar year from the then scheduled applicable Final Maturity Date. The Administrative Agent shall promptly notify each Lender holding the applicable Class of Loans and Commitments of such request (including the amount of any fees to be paid such Lenders for such proposed extension, the amortization of the Term Loans following the Extension Date and any other terms applicable to such proposed extension not otherwise in contravention of the express terms and provisions this Agreement), and each such Lender shall in turn, in its sole discretion, at least 20 days but not more than 30 days prior to the applicable Anniversary Date, notify the Borrower and the Administrative Agent in writing as to whether such Lender will consent to such extension. If any Lender holding the applicable Class of Loans and Commitments shall fail to notify the Administrative Agent and the Borrower in writing of its consent to any such request for extension of the applicable Final Maturity Date by submitting the 20th day prior to the applicable Anniversary Date, such Lender shall be deemed to be a Non-Consenting Lender (as defined below) with respect to such request. The Administrative Agent shall notify the Borrower not later than the 20th day prior to the applicable Anniversary Date of the decision of the Lenders holding the applicable Class of Loans and Commitments regarding the Borrower’s request for an extension to of the Administrative Agent (an "Extension Request") not more than eighteen (18) months nor less than fifteen (15) months prior to the then scheduled applicable Final Maturity Date. Promptly upon (but not later than three (3) Business Days after) receipt of the Extension Request, the Administrative Agent shall notify each Lender of, and shall request each Lender, at its election, to approve or disapprove, the Extension Request. Each Lender approving the Extension Request shall deliver its written approval no later than thirty (30) days after the date of the Extension Request. If the approval of each of the Lenders is received by the Administrative Agent within thirty (30) days of the date of the Extension Request, the Administrative Agent shall promptly so notify the Borrower and each Lender and the Final Maturity Date shall be extended by one year, and in such event the Borrower may thereafter request a further extension of the then scheduled Final Maturity Date in accordance with this Section 2.17. If any of the Lenders does not deliver to the Administrative Agent such Lender's written approval to any Extension Request within thirty (30) days of the date of such Extension Request, the Final Maturity Date shall not be extended. (b) If all of the Lenders approve an holding the applicable Class of Loans and Commitments consent in writing to any such request in accordance with subsection (a) of this Section 2.16, the applicable Final Maturity Date shall, effective as at such next Anniversary Date (the “Extension Request Date”), be extended for one calendar year from the then scheduled applicable Final Maturity Date; provided that on the Extension Date, no Default or Event of Default shall have occurred and be continuing, or shall occur as a consequence thereof. If Lenders holding at least 66 2/3% in interest of the Term Loans and/or Revolving Commitments (as applicable) at such time consent in writing to any such request in accordance with subsection (a) of this Section 2.16, the applicable Final Maturity Date in effect at such time shall, effective as at the applicable Extension Date, be extended as to those Lenders that so have consented (each a “Consenting Lender”) but shall not be extended as to any other Lender (each a “Non-Consenting Lender”). To the extent that the applicable Final Maturity Date is not extended as to any Lender holding the applicable Class of Loans and Commitments pursuant to this Section 2.17(a2.16 and the applicable Class of Commitments and Loans of such Lender is not assumed in accordance with subsection (c) of this Section 2.16 on or prior to the applicable Extension Date, (i) the applicable Class of Commitments and/or Loans of such Non-Consenting Lender shall automatically terminate in whole on such unextended applicable Final Maturity Date (such unextended Final Maturity Date, the “Termination Date”) without any further notice or other action by the Borrower, such Lender or any other Person, and in the case of a Non-Consenting Lender holding a Revolving Commitment that is not extended, the Letter of Credit Exposure and Swingline Exposure of such Non-Consenting Lender will automatically be reallocated (effective on the Termination Date) among the Consenting Lenders pro rata in accordance with their respective Revolving Commitments that are extended; provided that the sum of each such Consenting Lender’s total Revolving Credit Exposure may not in any event exceed the Revolving Commitment of such Consenting Lender as in effect at the time of such reallocation; provided, further, that, to the extent that any portion (the “unreallocated portion”) of the Letter of Credit Exposure and Swingline Exposure of any Non-Consenting Lender cannot be so reallocated for any reason, the Borrower will, not later than two (2) Business Days after demand by the Administrative Agent (at the direction of the Letter of Credit Issuer and/or the Swingline Lender), (x) Cash Collateralize the obligations of the Borrower to the Letter of Credit Issuer or Swingline Lender in respect of such Letter of Credit Exposure or Swingline Exposure, as the case may be, in an amount equal to the aggregate amount of the unreallocated portion of the Letter of Credit Exposure and Swingline Exposure of such Non-Consenting Lender, or (y) in the case of such Swingline Exposure, prepay and/or Cash Collateralize in full the unreallocated portion thereof, or (z) make other arrangements satisfactory to the Administrative Agent, the Letter of Credit Issuer and the Swingline Lender in their sole discretion to protect them against the risk of non-payment by such Non-Consenting Lender; (ii) notwithstanding anything contained in this Agreement to the contrary, including Section 5.3 and 12.6, such Non-Consenting Lender shall have received from the Borrower the aggregate principal amount of, and any interest accrued and unpaid to the unextended applicable Final Maturity Date, the outstanding applicable Class of Loans, if any, of such Non-Consenting Lender plus any accrued but unpaid commitment fees owing to such Non-Consenting Lender as of such date and all other amounts payable hereunder to such Non-Consenting Lender; and (iii) such Non-Consenting Lender's rights under Sections 2.10, 2.11 and 12.1 and its obligations under Section 12.8, shall survive the applicable Final Maturity Date for such Lender as to matters occurring prior to such date. It is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for any requested extension of any Final Maturity Date. (c) If Lenders holding at least 66 2/3% of the Term Loans and/or Revolving Commitments (as applicable) at any time consent to any such request pursuant to subsection (a) of this Section 2.16, the Borrower may arrange for one or more Consenting Lenders or, to the extent that the Consenting Lenders decline to assume any Non-Consenting Lender's Commitment and/or Loans, Incremental Lenders reasonably acceptable to the Administrative Agent (each such Incremental Lender that accepts an offer to assume a Non-Consenting Lender's Commitment and/or Loan as of the applicable Extension Date being an “Assuming Lender”) to assume, effective as of the Extension Date, any Non-Consenting Lender's Term Loans or Revolving Commitments (as applicable) and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting Lender; provided, however, that if the Borrower makes an offer to any Consenting Lender to assume any Non-Consenting Lender's Loans or Revolving Commitments (as applicable), the Borrower shall pay make such offer to all Consenting Lenders on a pro rata basis based on their respective Term Loans and/or Revolving Commitments (as applicable) and such Non-Consenting Lender's Term Loans and/or Revolving Commitments (as applicable) shall be allocated among those Consenting Lenders which accept such offer on a pro rata basis based on their respective Term Loans and/or Revolving Commitments (as applicable); provided further that: (i) any such Consenting Lender or Assuming Lender shall have paid to such Non-Consenting Lender (A) the aggregate principal amount of, and any interest accrued and unpaid to the effective date of the assignment on, the outstanding assumed Loans, if any, of such Non-Consenting Lender plus (B) any accrued but unpaid commitment fees owing to such Non-Consenting Lender as of the effective date of such assignment; (ii) all additional cost reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non-Consenting Lender; and (iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section 12.4 for such assignment shall have been paid; provided further that such Non-Consenting Lender's rights under Sections 2.10, 2.11 and 12.1 and its obligations under Section 12.8, shall survive such substitution as to matters occurring prior to the date of substitution. At least three Business Days prior to any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the Borrower and the Administrative Agent an assumption agreement, in form and substance satisfactory to the Borrower and the Administrative Agent (an “Assumption Agreement”), duly executed by such Assuming Lender, such Non-Consenting Lender, the Borrower and the Administrative Agent (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Administrative Agent as to the increase in the amount of its Commitment and (C) each Non-Consenting Lender being replaced pursuant to this Section 2.16 shall have delivered to the Administrative Agent any note or notes held by such Non-Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (A), (B) and (C) of the immediately preceding sentence, each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting Lender under this Agreement and shall be a Lender for all purposes of this Agreement, without any further acknowledgment by or the consent of the other Lenders, and the obligations of each such Non-Consenting Lender hereunder shall, by the provisions hereof, be released and discharged. (d) If all of the Lenders holding the applicable Class of Commitments and/or Loans (as applicable) (after giving effect to any assignments pursuant to subsection (b) of this Section 2.16) consent in writing to the requested extension (whether by execution or delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date, the Administrative Agent shall so notify the Borrower, and, so long as no Default or Event of Default shall have occurred and be continuing as of such Extension Date, or shall occur as a consequence thereof, the applicable Final Maturity Date then in effect shall be extended for the additional one year period described in subsection (a) of this Section 2.16, and all references in this Agreement and in the other Loan Documents, if any, to the “Term Facility Final Maturity Date” or the “Revolving Facility Final Maturity Date”, as applicable, shall, with respect to each Consenting Lender and each Assuming Lender for such Extension Date, refer to the Term Facility Final Maturity Date or the Revolving Facility Final Maturity Date, as applicable, as so extended. Promptly following each Extension Date, the Administrative Agent shall notify the Lenders (including, without limitation, each Assuming Lender) of the extension of the scheduled applicable Final Maturity Date in effect immediately prior thereto. (e) Any extended Loans and/or Revolving Commitments under this Section shall be established pursuant to an amendment (an “Extension Amendment”) to this Agreement (which notwithstanding anything to the contrary set forth in Section 12.12, shall not require the consent of any Lender other than the Consenting Lenders and the Assuming Lenders with respect to the extended Loans and/or Revolving Commitments established thereby) executed by the Credit Parties, the Administrative Agent and the Consenting Lenders and the Assuming Lenders. In connection with any Extension Amendment, the Borrower shall deliver an opinion of counsel reasonably acceptable to the Administrative Agent as to the enforceability of such Extension Amendment, this Agreement as amended thereby and such other customary matters as reasonably requested by the Administrative Agent, on or before July 1 and such of the year other Credit Documents (if any) as may be amended or replaced thereby. Notwithstanding anything to the contrary set forth in which Section 12.12, the Administrative Agent is expressly permitted to amend the Loan Documents through the Extension Request was deliveredAmendment to the extent necessary to give effect to any extension pursuant to this Section and mechanical changes necessary or advisable in connection therewith. (f) This Section 2.16 shall supersede any provisions in Section 12.12 to the contrary. For the avoidance of doubt, for any of the account provisions of each Lender, an this Section 2.16 may be amended with the consent of the Required Lenders; provided that no such amendment shall require any Lender to provide any requested extension fee equal to 0.25% times such Lender's Commitmentof any Final Maturity Date without its prior written consent. (f) The Credit Agreement is hereby further amended by deleting clause (a)(ii) of Section 5.2 thereof in its entirety and substituting in lieu thereof the following:

Extension of Final Maturity Date. (a) Provided no Default or Event At least 45 days but not more than 65 days prior to the first, second, third, fourth and fifth Anniversary Date, provided that all of Default has occurred that is continuingthe conditions set forth in Section 6.2(a), (b) and (c) have been met in each case, the Borrower Borrower, by written notice to the Administrative Agent, may request a one-year an extension of the Term Facility Final Maturity Date and/or the Revolving Facility Final Maturity Date in effect at such time by one calendar year from the then scheduled applicable Final Maturity Date. The Administrative Agent shall promptly notify each Lender holding the applicable Class of Loans and Commitments of such request (including the amount of any fees to be paid such Lenders for such proposed extension, the amortization of the Incremental Term Loans following the Extension Date and any other terms applicable to such proposed extension not otherwise in contravention of the express terms and provisions this Agreement), and each such Lender shall in turn, in its sole discretion, at least 20 days but not more than 30 days prior to the applicable Anniversary Date, notify the Borrower and the Administrative Agent in writing as to whether such Lender will consent to such extension. If any Lender holding the applicable Class of Loans and Commitments shall fail to notify the Administrative Agent and the Borrower in writing of its consent to any such request for extension of the applicable Final Maturity Date by submitting the 20th day prior to the applicable Anniversary Date, such Lender shall be deemed to be a Non-Extending Lender (as defined below) with respect to such request. The Administrative Agent shall notify the Borrower not later than the 20th day prior to the applicable Anniversary Date of the decision of the Lenders holding the applicable Class of Loans and Commitments regarding the Borrower’s request for an extension to of the Administrative Agent (an "Extension Request") not more than eighteen (18) months nor less than fifteen (15) months prior to the then scheduled applicable Final Maturity Date. Promptly upon (but not later than three (3) Business Days after) receipt of the Extension Request, the Administrative Agent shall notify each Lender of, and shall request each Lender, at its election, to approve or disapprove, the Extension Request. Each Lender approving the Extension Request shall deliver its written approval no later than thirty (30) days after the date of the Extension Request. If the approval of each of the Lenders is received by the Administrative Agent within thirty (30) days of the date of the Extension Request, the Administrative Agent shall promptly so notify the Borrower and each Lender and the Final Maturity Date shall be extended by one year, and in such event the Borrower may thereafter request a further extension of the then scheduled Final Maturity Date in accordance with this Section 2.17. If any of the Lenders does not deliver to the Administrative Agent such Lender's written approval to any Extension Request within thirty (30) days of the date of such Extension Request, the Final Maturity Date shall not be extended. (b) If all of the Lenders approve an holding the applicable Class of Loans and Commitments consent in writing to any such request in accordance with subsection (a) of this Section 2.16, the applicable Final Maturity Date shall, effective as at such next Anniversary Date (the “Extension Request Date”), be extended for one calendar year from the then scheduled applicable Final Maturity Date; provided that on the Extension Date, no Default or Event of Default shall have occurred and be continuing, or shall occur as a consequence thereof. If Lenders holding more than 50% in interest of the Incremental Term Loans and/or Revolving Commitments (as applicable) at such time consent in writing to any such request in accordance with subsection (a) of this Section 2.16, the applicable Final Maturity Date in effect at such time shall, effective as at the applicable Extension Date, be extended as to those Lenders that so have consented (each a “Consenting Lender”) but shall not be extended as to any other Lender (each a “Non-Extending Lender”). To the extent that the applicable Final Maturity Date is not extended as to any Lender holding the applicable Class of Loans and Commitments pursuant to this Section 2.17(a2.16 and the applicable Class of Commitments and Loans of such Lender is not assumed in accordance with subsection (c) of this Section 2.16 on or prior to the applicable Extension Date, (i) the applicable Class of Commitments and/or Loans of such Non-Extending Lender shall automatically terminate in whole on such unextended applicable Final Maturity Date (such unextended Final Maturity Date, the “Termination Date”) without any further notice or other action by the Borrower, such Lender or any other Person, and in the case of a Non-Extending Lender holding a Revolving Commitment that is not extended, the Letter of Credit Exposure and Swingline Exposure of such Non-Extending Lender will automatically be reallocated (effective on the Termination Date) among the Consenting Lenders pro rata in accordance with their respective Revolving Commitments that are extended; provided that the sum of each such Consenting Lender’s total Revolving Credit Exposure may not in any event exceed the Revolving Commitment of such Consenting Lender as in effect at the time of such reallocation; provided, further, that, to the extent that any portion (the “unreallocated portion”) of the Letter of Credit Exposure and Swingline Exposure of any Non-Extending Lender cannot be so reallocated for any reason, the Borrower will, not later than two (2) Business Days after demand by the Administrative Agent (at the direction of the Letter of Credit Issuer and/or the Swingline Lender), (x) Cash Collateralize the obligations of the Borrower to the Letter of Credit Issuer or Swingline Lender in respect of such Letter of Credit Exposure or Swingline Exposure, as the case may be, in an amount equal to the aggregate amount of the unreallocated portion of the Letter of Credit Exposure and Swingline Exposure of such Non-Extending Lender, or (y) in the case of such Swingline Exposure, prepay and/or Cash Collateralize in full the unreallocated portion thereof, or (z) make other arrangements satisfactory to the Administrative Agent, the Letter of Credit Issuer and the Swingline Lender in their sole discretion to protect them against the risk of non-payment by such Non-Extending Lender; (ii) notwithstanding anything contained in this Agreement to the contrary, including Section 5.3 and 12.6, such Non-Extending Lender shall have received from the Borrower the aggregate principal amount of, and any interest accrued and unpaid to the unextended applicable Final Maturity Date, the outstanding applicable Class of Loans, if any, of such Non-Extending Lender plus any accrued but unpaid Commitment Fee for Revolver owing to such Non-Extending Lender as of such date and all other amounts payable hereunder to such Non-Extending Lender; and (iii) such Non-Extending Lender’s rights under Sections 2.11 and 12.1 and its obligations under Section 12.8, shall survive the applicable Final Maturity Date for such Lender as to matters occurring prior to such date. It is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for any requested extension of any Final Maturity Date. (c) If Lenders holding more than 50% of the Incremental Term Loans and/or Revolving Commitments (as applicable) at any time consent to any such request pursuant to subsection (a) of this Section 2.16, the Borrower may arrange for one or more Consenting Lenders or, to the extent that the Consenting Lenders decline to assume any Non-Extending Lender’s Commitment and/or Loans, Incremental Lenders reasonably acceptable to the Administrative Agent (each such Incremental Lender that accepts an offer to assume a Non-Extending Xxxxxx’s Commitment and/or Loan as of the applicable Extension Date being an “Assuming Lender”) to assume, effective as of the Extension Date, any Non-Extending Lender’s Incremental Term Loans or Revolving Commitments (as applicable) and all of the obligations of such Non-Extending Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Extending Lender; provided, however, that if the Borrower makes an offer to any Consenting Lender to assume any Non-Extending Lender’s Loans or Revolving Commitments (as applicable), the Borrower shall pay make such offer to all Consenting Lenders on a pro rata basis based on their respective Incremental Term Loans and/or Revolving Commitments (as applicable) and such Non-Extending Lender’s Incremental Term Loans and/or Revolving Commitments (as applicable) shall be allocated among those Consenting Lenders which accept such offer on a pro rata basis based on their respective Incremental Term Loans and/or Revolving Commitments (as applicable); provided further that: (i) any such Consenting Lender or Assuming Lender shall have paid to such Non-Extending Lender (A) the aggregate principal amount of, and any interest accrued and unpaid to the effective date of the assignment on, the outstanding assumed Loans, if any, of such Non-Extending Lender plus (B) any accrued but unpaid Commitment Fee for Revolver owing to such Non-Extending Lender as of the effective date of such assignment; (ii) all additional cost reimbursements, expense reimbursements and indemnities payable to such Non-Extending Lender, and all other accrued and unpaid amounts owing to such Non-Extending Lender hereunder, as of the effective date of such assignment shall have been paid to such Non-Extending Lender; and (iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section 12.4 for such assignment shall have been paid; provided further that such Non-Extending Lender’s rights under Sections 2.11 and 12.1 and its obligations under Section 12.8, shall survive such substitution as to matters occurring prior to the date of substitution. At least three Business Days prior to any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the Borrower and the Administrative Agent an assumption agreement, in form and substance satisfactory to the Borrower and the Administrative Agent (an “Assumption Agreement”), duly executed by such Assuming Lender, such Non-Extending Lender, the Borrower and the Administrative Agent (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Administrative Agent as to the increase in the amount of its Commitment and (C) each Non-Extending Lender being replaced pursuant to this Section 2.16 shall have delivered to the Administrative Agent any note or notes held by such Non-Extending Lender. Upon the payment or prepayment of all amounts referred to in clauses (A), (B) and (C) of the immediately preceding sentence, each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Extending Lender under this Agreement and shall be a Lender for all purposes of this Agreement, without any further acknowledgment by or the consent of the other Lenders, and the obligations of each such Non-Extending Lender hereunder shall, by the provisions hereof, be released and discharged. (d) If all of the Lenders holding the applicable Class of Commitments and/or Loans (as applicable) (after giving effect to any assignments pursuant to subsection (b) of this Section 2.16) consent in writing to the requested extension (whether by execution or delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date, the Administrative Agent shall so notify the Borrower, and, so long as no Default or Event of Default shall have occurred and be continuing as of such Extension Date, or shall occur as a consequence thereof, the applicable Final Maturity Date then in effect shall be extended for the additional one year period described in subsection (a) of this Section 2.16, and all references in this Agreement and in the other Credit Documents, if any, to the “Term Facility Final Maturity Date” or the “Revolving Facility Final Maturity Date”, as applicable, shall, with respect to each Consenting Lender and each Assuming Lender for such Extension Date, refer to the Term Facility Final Maturity Date or the Revolving Facility Final Maturity Date, as applicable, as so extended. Promptly following each Extension Date, the Administrative Agent shall notify the Lenders (including, without limitation, each Assuming Lender) of the extension of the scheduled applicable Final Maturity Date in effect immediately prior thereto. (e) Any extended Loans and/or Revolving Commitments under this Section shall be established pursuant to an amendment (an “Extension Amendment”) to this Agreement (which notwithstanding anything to the contrary set forth in Section 12.12, shall not require the consent of any Lender other than the Consenting Lenders and the Assuming Lenders with respect to the extended Loans and/or Revolving Commitments established thereby) executed by the Credit Parties, the Administrative Agent and the Consenting Lenders and the Assuming Lenders. In connection with any Extension Amendment, the Borrower shall deliver an opinion of counsel reasonably acceptable to the Administrative Agent as to the enforceability of such Extension Amendment, this Agreement as amended thereby and such other customary matters as reasonably requested by the Administrative Agent, on or before July 1 and such of the year other Credit Documents (if any) as may be amended or replaced thereby. Notwithstanding anything to the contrary set forth in which Section 12.12, the Administrative Agent is expressly permitted to amend the Credit Documents through the Extension Request was deliveredAmendment to the extent necessary to give effect to any extension pursuant to this Section and mechanical changes necessary or advisable in connection therewith. (f) This Section 2.16 shall supersede any provisions in Section 12.12 to the contrary. For the avoidance of doubt, for any of the account provisions of each Lender, an this Section 2.16 may be amended with the consent of the Required Lenders; provided that no such amendment shall require any Lender to provide any requested extension fee equal to 0.25% times such Lender's Commitmentof any Final Maturity Date without its prior written consent.

Extension of Final Maturity Date. (a) Provided no Default or Event The Borrower may, by sending an Extension Request to the Administrative Agent (in which case the Administrative Agent shall promptly deliver a copy to each of Default has occurred that is continuingthe Lenders), after the Borrower may request a one-year extension first anniversary of the Closing Date but at least three months in advance of the Final Maturity Date in effect at such time (including at any time prior thereto on or after any anniversary of the Closing Date but, for the avoidance of doubt, no more than once in any year), request that the Lenders extend such Final Maturity Date then in effect to the first anniversary of the Final Maturity Date then in effect. Each Lender, acting in its sole discretion, shall, by submitting a request for an extension notice to the Administrative Agent (an "Extension Request") not more than eighteen (18) months nor less than fifteen (15) months prior to the then scheduled Final Maturity Date. Promptly upon (but given not later than three (3) Business Days after) receipt of the Extension Request, date that is the Administrative Agent shall notify each Lender of, and shall request each Lender, at its election, to approve or disapprove, the Extension Request. Each Lender approving the Extension Request shall deliver its written approval no later than thirty (30) days 20th day after the date of the Extension Request. If , or if such day is not a Business Day, the approval of each of immediately following Business Day (the Lenders is received by “Response Date”) advise the Administrative Agent within thirty in writing whether or not such Xxxxxx agrees to such extension (30) days of the date of the Extension Request, each Lender that so advises the Administrative Agent that it will not extend the Final Maturity Date, being referred to herein as a “Non-Extending Lender”); provided that any Lender that does not advise the Administrative Agent by the Response Date and any Defaulting Lender shall promptly be deemed to be a Non-Extending Lender. The election of any Lender to agree to such extension shall not obligate any other Lender to agree. (b) (i) If, on the Response Date, Lenders holding Commitments that aggregate to 50% or more of the total Commitments then in effect shall not have agreed to extend the Final Maturity Date, then such Final Maturity Date shall not be so notify extended and the Borrower outstanding principal balance of all Loans and each Lender other amounts payable hereunder shall be payable on such Final Maturity Date. (ii) If (and only if), on the Response Date, Lenders holding Commitments that aggregate to more than 50% of the total Commitments then in effect shall have agreed to extend the Final Maturity Date, then the Final Maturity Date shall be extended by one year, and in such event to the Borrower may thereafter request a further extension date that is the first anniversary of the then scheduled then-current Final Maturity Date (subject to satisfaction of the conditions set forth in Section 2.21(d)) with respect to Lenders that have so agreed to extend. In the event of such extension, the Commitment of each Non-Extending Lender shall terminate on the Final Maturity Date in accordance with this Section 2.17. If any effect prior to such extension, all Loans and other amounts payable hereunder to such Non-Extending Lenders shall become due and payable on such Final Maturity Date and the total Commitments of the Lenders does not deliver to hereunder shall be reduced by the Administrative Agent such Lender's written approval to any Extension Request within thirty (30) days Commitments of the date of Non-Extending Lenders so terminated on such Extension Request, the Final Maturity Date shall not be extendedDate. (b) If all of the Lenders approve an Extension Request pursuant to Section 2.17(a), the Borrower shall pay to the Administrative Agent, on or before July 1 of the year in which the Extension Request was delivered, for the account of each Lender, an extension fee equal to 0.25% times such Lender's Commitment.

Extension of Final Maturity Date. (a) Provided So long as no Potential Default or Event of Default has occurred that and is continuing, the Borrower may request a one-year extension of the Final Maturity Date by submitting a request for an extension may, upon prior written notice to the Administrative Agent (an "Extension Request") Agent, sent not more than eighteen (18) months nor less than fifteen (15) months prior to the then scheduled Final Maturity Date. Promptly upon (but not later than three (3) Business Days after) receipt of the Extension Request, the Administrative Agent shall notify each Lender of, and shall request each Lender, at its election, to approve or disapprove, the Extension Request. Each Lender approving the Extension Request shall deliver its written approval no later than thirty (30) days after and not more than sixty (60) days prior to the date Stated Termination Date then in effect, elect to have the entire principal balance of the Extension Request. If Revolver Borrowings then outstanding (with any outstanding Swingline Borrowings to be repaid and/or reborrowed as Revolver Borrowings prior to the approval of each exercise of the Lenders is received by Term-Out) continued as non-revolving term loan borrowings (the Administrative Agent within thirty (30“Term Borrowings”) days of the date of the Extension Request, the Administrative Agent shall promptly so notify the Borrower due and each Lender and payable on the Final Maturity Date shall be extended specified by one year, and the Borrower in such event written notice; provided that the Borrower may thereafter request a further extension exercise the Term-Out only once during the term of this Agreement, such exercise shall result in the permanent termination of the then scheduled Final Maturity Date in accordance with this Section 2.17Commitments, and the Borrower may repay, but not reborrow, the Term Borrowings. If any of As a condition precedent to the Lenders does not Term-Out, the Borrower shall deliver to the Administrative Agent such Lender's written approval to any Extension Request within thirty (30A) days a certificate of the Borrower dated the effective date of such Extension Request, the Final Maturity Date shall not be extended. (b) If all Term-Out signed by a Responsible Officer of the Lenders approve Borrower, certifying that (i) the resolutions adopted by the Borrower approving or consenting to the Term-Out are attached thereto and such resolutions are true and correct and have not been altered, amended or repealed and are in full force and effect, and (ii) before and after giving effect to the Term-Out, (x) the representations and warrantees contained in Article VII of this Agreement are true and correct in all material respects on and as of the effective date of the Term-Out, except to the extent that such representations and warrantees specifically refer to an Extension Request earlier date, in which case they were true and correct in all material respects as of such earlier date, and (y) that no Potential Default or Event of Default exists, is continuing, or would result from the Term-Out, and (B) a duly executed and completed Term Note for each Lender to evidence the Term Borrowings. The Borrower hereby agrees to pay any and all costs required pursuant to Section 2.17(a), 3.18 incurred by any Lender in connection with the Borrower shall pay to the Administrative Agent, on or before July 1 exercise of the year in which the Extension Request was delivered, for the account of each Lender, an extension fee equal to 0.25% times such Lender's CommitmentTerm-Out.