Common use of Extension of Maturity Date Clause in Contracts

Extension of Maturity Date. (a) The Company may, by sending an Extension Letter to CBNA (in which case CBNA shall promptly deliver a copy to each of the Lenders), during the period of not less than 30 days and not more than 60 days prior to any anniversary of the Effective Date, request that the Lenders extend the Maturity Date at the time in effect to the first anniversary of the Maturity Date then in effect. Each Lender, acting in its sole discretion, shall, by notice to CBNA given not more than 20 days after the date of the Extension Letter, advise CBNA in writing whether or not such Lender agrees to such extension (each Lender that so advises CBNA that it will not extend the Maturity Date, being referred to herein as a “Non-extending Lender”); provided that any Lender that does not advise CBNA by the 20th day after the date of the Extension Letter shall 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. (i) If Lenders holding Commitments that aggregate more than 50% of the total Commitments on the 20th day after the date of the Extension Letter shall not have agreed to extend the Maturity Date, then the Maturity Date shall not be so extended and the outstanding principal balance of all Loans and other amounts payable hereunder shall be payable on such Maturity Date. (ii) If (and only if) Lenders holding Commitments that aggregate more than 50% of the total Commitments on the 20th day after the date of the Extension Letter shall have agreed to extend the Maturity Date, then the Maturity Date applicable to the Lenders that shall so have agreed shall be the first anniversary of the current Maturity Date. In the event of such extension, the Commitment of each Non-extending Lender shall terminate on the Maturity Date in effect prior to such extension, all Loans and other amounts payable hereunder to such Non-extending Lenders shall become due and payable on such Maturity Date and the total Commitment of the Lenders hereunder shall be reduced by the Commitments of Non-extending Lenders so terminated on such Maturity Date. (c) In the event that the conditions of clause (ii) of paragraph (b) above have been satisfied, the Company shall have the right on or before the 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 (except as to title and the absence of Liens created by it) (in accordance with and subject to the restrictions contained in Section 8.4) 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 which agrees to accept such transfer and assignment (each an “Additional Commitment Lender”), provided that (x) such Additional Commitment Lender, if not already a Lender hereunder, shall be subject to the approval of CBNA and the Company (such approvals not to be unreasonably withheld), (y) such assignment shall become effective as of a date specified by the Company (which shall not be later than the Maturity Date in effect prior to the requested extension) and (z) the Additional Commitment Lender shall pay to such Non-extending Lender in immediately available funds on the 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 owed to it hereunder. Notwithstanding the foregoing, no extension of the Maturity Date shall become effective unless, on the Maturity Date in effect prior to the requested extension the conditions set forth in paragraphs (a) and (b) of Section 4.2 shall be satisfied or waived (with all references in such paragraphs to a Borrowing being deemed to be references to the current Maturity Date) and CBNA shall have received a certificate to that effect dated such Maturity Date and executed by a Financial Officer of the Company.

Extension of Maturity Date. (a) The Company Borrower may, by sending written notice to the Administrative Agent (such notice being an “Extension Letter Notice”) given at any time, from time to CBNA (time but in which case CBNA shall promptly deliver a copy to each of the Lenders)any event, during the period of not less no later than 30 days and not more than 60 45 days prior to any anniversary of the Effective Date, request that the Lenders extend the Maturity Date at the time in effect to the first anniversary of the Maturity Date then in effecteffect (the date of such notice, the “Notice Date”), request the Lenders to extend the then applicable Maturity Date to a date specified in the Extension Notice (the “Extended Maturity Date”). The Administrative Agent shall promptly transmit any Extension Notice to each Lender. Each Lender, acting in its sole discretion, shall, by notice Lender shall notify the Administrative Agent whether it wishes to CBNA given not more extend the then applicable Maturity Date no later than 20 twenty days after the date of Notice Date, and any such notice given by a Lender to the Extension LetterAdministrative Agent, advise CBNA in writing whether or not such Lender agrees once given, shall be irrevocable as to such extension (Lender. The Administrative Agent shall promptly notify the Borrower of each Lender that so advises CBNA Lender’s notice that it will wishes to extend (each, an “Extension Acceptance Notice”). Any Lender which does not expressly notify the Administrative Agent during such twenty day period that it wishes to so extend the then applicable Maturity Date shall be deemed to have rejected the Borrower’s request for extension of such Maturity Date. Lenders consenting to extend the then applicable Maturity Date are hereinafter referred to as “Continuing Lenders”, and Lenders declining to consent to extend such Maturity Date (or Lenders deemed to have so declined) are hereinafter referred to as “Non-Extending Lenders”. If the Required Lenders have elected (in their sole and absolute discretion) to so extend the Maturity Date, being referred to herein as a “Non-extending Lender”); provided that any Lender that does not advise CBNA the Administrative Agent shall notify the Borrower of such election by the 20th day such Required Lenders no later than five days after the date when Extension Acceptance Notices are due, and effective on the date of such notice by the Administrative Agent to the Borrower (the “Extension Date”), the Maturity Date shall be automatically and immediately so extended to the Extended Maturity Date. No extension will be permitted hereunder without the consent of the Required Lenders and in no event shall the period from the Extension Letter Date to the Extended Maturity Date exceed five years. Upon the delivery of an Extension Notice and upon the extension of the Maturity Date pursuant to this Section 2.6, the Borrower shall 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. (i) If Lenders holding Commitments that aggregate more than 50% have represented and warranted on and as of the total Commitments on the 20th day after the date of Notice Date and the Extension Letter Date, as the case may be, that no Default or Event of Default has occurred and is continuing. Notwithstanding anything contained in this Agreement to the contrary, no Lender shall not have agreed any obligation to extend the Maturity Date, then and each Lender may at its option, unconditionally and without cause, decline to extend the Maturity Date shall not be so extended and the outstanding principal balance of all Loans and other amounts payable hereunder shall be payable on such Maturity Date. (iib) If (and only if) Lenders holding Commitments that aggregate more than 50% of the total Commitments on the 20th day after the date of the Extension Letter shall have agreed to extend the Maturity Date, then the Maturity Date applicable shall have been extended in accordance with Section 2.6(a), all references herein to the Lenders that shall so have agreed shall be the first anniversary of the current “Maturity Date. In ” shall refer to the event of such extension, the Commitment of each Non-extending Lender shall terminate on the Maturity Date in effect prior to such extension, all Loans and other amounts payable hereunder to such Non-extending Lenders shall become due and payable on such Maturity Date and the total Commitment of the Lenders hereunder shall be reduced by the Commitments of Non-extending Lenders so terminated on such Extended Maturity Date. (c) In the event that the conditions of clause (ii) of paragraph (b) above have been satisfied, the Company If any Lender shall have the right on or before determine not to extend the Maturity Date as requested by any Extension Notice given by the Borrower pursuant to Section 2.6(a), the Commitments of such Lender and its participation obligations under Sections 2.4(c) (except in respect of then outstanding Swingline Loans) and 2.5(c) (except in respect of unreimbursed drawings under Letters of Credit existing on the Maturity Date) shall terminate on the Maturity Date without giving any effect prior to such proposed extension, and the Borrower shall on such date pay to the requested extensionAdministrative Agent, at its own expensefor the account of such Lender, the principal amount of, and accrued interest on, such Lender’s Loans, together with any fees or other amounts owing to require any such Lender under this Agreement; provided that if the Borrower has replaced such Non-extending Extending Lender pursuant to transfer and assign without recourse (except as to title and Section 2.6(d) below, then the absence provisions of Liens created Section 2.6(d) shall apply. The total Commitments under each Revolving Facility shall be reduced by it) (in accordance with and subject the amount of the Commitment of such Non-Extending Lender under such Revolving Facility to the restrictions contained in Section 8.4) all its interests, rights and obligations extent the Commitment of such Non-Extending Lender under this Agreement such Revolving Facility has not been transferred to one or more banks Continuing Lenders pursuant to Section 2.6(d) below. (d) A Non-Extending Lender shall be obligated, at the request of the Borrower and subject to payment by the Borrower to the Administrative Agent for the account of such Non-Extending Lender of the principal amount of, and accrued interest on, such Lender’s Loans, together with any fees or other financial institutions identified amounts owing to the Non-extending such Lender under this Agreement, to transfer without recourse, representation or warranty (other than good title to its Loans), Extending Lender, which may include at any Lender which agrees time prior to accept such transfer and assignment (each an “Additional Commitment Lender”), provided that (x) such Additional Commitment Lender, if not already a Lender hereunder, shall be subject to the approval of CBNA and the Company (such approvals not to be unreasonably withheld), (y) such assignment shall become effective as of a date specified by the Company (which shall not be later than the Maturity Date in effect prior to the requested extension) and (z) the Additional Commitment Lender shall pay applicable to such Non-extending Extending Lender, all of its rights and obligations hereunder to another financial institution or group of financial institutions nominated by the Borrower and willing to participate in the Commitments in the place of such Non-Extending Lender; provided that, if such transferee is not a Lender, such transferee(s) satisfies all the requirements of this Agreement and the Administrative Agent shall have consented to such transfer, which consent shall not be unreasonably withheld. Each such transferee shall become a Continuing Lender hereunder in immediately available funds replacement of the Non-Extending Lender, with the Maturity Date applicable to such Continuing Lender’s Commitments being the Extended Maturity Date, and shall enjoy all rights and assume all obligations on the effective date part of the Lenders set forth in this Agreement. Simultaneously with such assignment the principal of transfer, each such transferee shall execute and interest accrued deliver to the date Administrative Agent a written agreement assuming all obligations of payment on the Loans made by it hereunder Lenders set forth in this Agreement, which agreement shall be reasonably satisfactory in form and all other amounts accrued for its account or owed substance to it hereunder. Notwithstanding the foregoing, no extension of Administrative Agent. (e) If the Maturity Date shall become effective unless, on have been extended in respect of the Continuing Lenders in accordance with Section 2.6(a) any notice of borrowing pursuant to Section 2.3 or 2.4 specifying a borrowing date occurring after the Maturity Date in effect prior applicable to the requested extension the conditions set forth in paragraphs a Non-Extending Lender or requesting an Interest Period extending beyond such date (a) shall have no effect in respect of such Non-Extending Lender and (b) of Section 4.2 shall be satisfied or waived (with all references in such paragraphs to not specify a Borrowing being deemed to be references to requested aggregate principal amount exceeding the current Maturity Date) and CBNA shall have received a certificate to that effect dated such Maturity Date and executed by a Financial Officer of the Companytotal applicable Commitments.

Extension of Maturity Date. (a) The Company may, by sending an Extension Letter to CBNA CNAI (in which case CBNA CNAI shall promptly deliver a copy to each of the Lenders), during the period of not less than 30 days and not more than 60 days prior to any anniversary of the Effective Closing Date, request that the Lenders extend the Maturity Date at the time in effect to the first anniversary of the Maturity Date then in effect. Each Lender, acting in its sole discretion, shall, by notice to CBNA CNAI given not more than 20 days after the date of the Extension Letter, advise CBNA CNAI in writing whether or not such Lender agrees to such extension (each Lender that so advises CBNA CNAI that it will not extend the Maturity Date, being referred to herein as a “Non-extending Lender”); provided that any Lender that does not advise CBNA CNAI by the 20th day after the date of the Extension Letter shall 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. (i) If Lenders holding Commitments that aggregate more than 50at least 51% of the total Commitments on the 20th day after the date of the Extension Letter shall not have agreed to extend the Maturity Date, then the Maturity Date shall not be so extended and the outstanding principal balance of all Loans and other amounts payable hereunder shall be payable on such Maturity Date. (ii) If (and only if) Lenders holding Commitments that aggregate more than 50at least 51% of the total Commitments on the 20th day after the date of the Extension Letter shall have agreed to extend the Maturity Date, then the Maturity Date applicable to the Lenders that shall so have agreed shall be the first anniversary of the current Maturity Date. In the event of such extension, the Commitment of each Non-extending Lender shall terminate on the Maturity Date in effect prior to such extension, all Loans and other amounts payable hereunder to such Non-extending Lenders shall become due and payable on such Maturity Date and the total Commitment of the Lenders hereunder shall be reduced by the Commitments of Non-extending Lenders so terminated on such Maturity Date. (c) In the event that the conditions of clause (ii) of paragraph (b) above have been satisfied, the Company shall have the right on or before the 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 (except as to title and the absence of Liens created by it) (in accordance with and subject to the restrictions contained in Section 8.4) 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 which agrees to accept such transfer and assignment (each an “Additional Commitment Lender”), provided that (x) such Additional Commitment Lender, if not already a Lender hereunder, shall be subject to the approval of CBNA CNAI and the Company (such approvals not to be unreasonably withheld), (y) such assignment shall become effective as of a date specified by the Company (which shall not be later than the Maturity Date in effect prior to the requested extension) and (z) the Additional Commitment Lender shall pay to such Non-extending Lender in immediately available funds on the 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 owed to it hereunder. Notwithstanding the foregoing, no extension of the Maturity Date shall become effective unless, on the Maturity Date in effect prior to the requested extension the conditions set forth in paragraphs (a) and (b) of Section 4.2 shall be satisfied or waived (with all references in such paragraphs to a Borrowing being deemed to be references to the current Maturity Date) and CBNA CNAI shall have received a certificate to that effect dated such Maturity Date and executed by a Financial Officer of the Company.

Extension of Maturity Date. (a) The Company Not earlier than 90 days prior to, nor later than 30 days prior to, each anniversary of May 31, 2006, and on not more than two occasions, the Borrower may, by sending an Extension Letter upon notice to CBNA the Administrative Agent (in which case CBNA shall promptly deliver a copy to each of notify the Lenders), during the period of not less than 30 days and not more than 60 days prior to any anniversary of the Effective Date, request that the Lenders extend the Maturity Date at the time in effect to the first anniversary a one-year extension of the Maturity Date then in effect. Each LenderWithin 30 days of delivery of such notice, acting in its sole discretion, shall, by notice to CBNA given not more than 20 days after each Lender shall notify the date of the Extension Letter, advise CBNA in writing Administrative Agent whether or not such Lender agrees it consents to such extension (each which consent may be given or withheld in such Lender’s sole and absolute discretion). Any Lender that not responding within the above time period shall be deemed not to have consented to such extension. The Administrative Agent shall promptly notify the Borrower and the Lenders of the Lenders’ responses. (b) The Maturity Date shall be extended only if the Required Lenders (calculated excluding any Lender in default in its obligation to fund Loans hereunder and prior to giving effect to any replacements of Lenders permitted herein) (the “Consenting Lenders”) have consented thereto. If so advises CBNA that it will not extend extended, the Maturity Date, as to the Consenting Lenders, shall be extended to the same date in the year following the Maturity Date then in effect (such existing Maturity Date being referred to herein as a the “Non-extending LenderExtension Effective Date”); provided that any Lender that does not advise CBNA by . The Administrative Agent and the 20th day after Borrower shall promptly confirm to the Lenders such extension, specifying the date of such confirmation (the “Extension Confirmation Date”), the Extension Letter shall be deemed to be a Non-extending Lender. The election of any Lender to agree Effective Date, and the new Maturity Date (after giving effect to such extension shall not obligate any other Lender extension). As a condition precedent to agree. (i) If Lenders holding Commitments that aggregate more than 50% of the total Commitments on the 20th day after the date of the Extension Letter shall not have agreed to extend the Maturity Date, then the Maturity Date shall not be so extended and the outstanding principal balance of all Loans and other amounts payable hereunder shall be payable on such Maturity Date. (ii) If (and only if) Lenders holding Commitments that aggregate more than 50% of the total Commitments on the 20th day after the date of the Extension Letter shall have agreed to extend the Maturity Date, then the Maturity Date applicable to the Lenders that shall so have agreed shall be the first anniversary of the current Maturity Date. In the event of such extension, the Commitment Borrower shall deliver to the Administrative Agent a certificate of the Borrower dated as of the Extension Confirmation Date (in sufficient copies for each Non-extending Lender shall terminate on Lender) signed by a Responsible Officer of the Maturity Date in 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 prior to such extension, all Loans the representations and other amounts payable hereunder warranties contained in Article III made by it are true and correct on and as of the Extension Confirmation Date, except to the extent that such representations and warranties specifically refer to an earlier date, (B) before and after giving effect to such Non-extending Lenders shall become due and payable on such Maturity Date and the total Commitment extension no Default exists or will exist as of the Lenders hereunder Extension Confirmation Date, and (C) since December 31, 2004, no event, development or circumstance that has had or could reasonably be expected to have a Material Adverse Effect has occurred. The Borrower shall be reduced by prepay any Loans outstanding on the Commitments of Non-extending Lenders so terminated on such Maturity Date. Extension Effective Date (cand pay any additional amounts required pursuant to Section 2.13) In the event that the conditions of clause (ii) of paragraph (b) above have been satisfied, the Company shall have the right on or before the Maturity Date in effect prior to the requested extension, at its own expense, extent necessary to require keep outstanding Loans ratable with any Non-extending Lender to transfer revised and assign without recourse (except as to title and new Applicable Percentages of all the absence of Liens created by it) (in accordance with and subject to the restrictions contained in Section 8.4) 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 which agrees to accept such transfer and assignment (each an “Additional Commitment Lender”), provided that (x) such Additional Commitment Lender, if not already a Lender hereunder, shall be subject to the approval of CBNA and the Company (such approvals not to be unreasonably withheld), (y) such assignment shall become Lenders effective as of a date specified by the Company (which shall not be later than the Maturity Date in effect prior to the requested extension) and (z) the Additional Commitment Lender shall pay to such Non-extending Lender in immediately available funds on the 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 owed to it hereunder. Notwithstanding the foregoing, no extension of the Maturity Date shall become effective unless, on the Maturity Date in effect prior to the requested extension the conditions set forth in paragraphs (a) and (b) of Section 4.2 shall be satisfied or waived (with all references in such paragraphs to a Borrowing being deemed to be references to the current Maturity Extension Effective Date) and CBNA shall have received a certificate to that effect dated such Maturity Date and executed by a Financial Officer of the Company.”

Extension of Maturity Date. (a) The Company Not earlier than 90 days prior to, nor later than 30 days prior to, each anniversary of May 31, 2006, and on not more than two occasions, the Borrower may, by sending an Extension Letter upon notice to CBNA the Administrative Agent (in which case CBNA shall promptly deliver a copy to each of notify the Lenders), during the period of not less than 30 days and not more than 60 days prior to any anniversary of the Effective Date, request that the Lenders extend the Maturity Date at the time in effect to the first anniversary a one-year extension of the Maturity Date then in effect. Each LenderWithin 30 days of delivery of such notice, acting in its sole discretion, shall, by notice to CBNA given not more than 20 days after each Lender shall notify the date of the Extension Letter, advise CBNA in writing Administrative Agent whether or not such Lender agrees it consents to such extension (each which consent may be given or withheld in such Lender’s sole and absolute discretion). Any Lender that not responding within the above time period shall be deemed not to have consented to such extension. The Administrative Agent shall promptly notify the Borrower and the Lenders of the Lenders’ responses. (b) The Maturity Date shall be extended only if the Required Lenders (calculated excluding any Lender in default in its obligation to fund Loans hereunder and prior to giving effect to any replacements of Lenders permitted herein) (the “Consenting Lenders”) have consented thereto. If so advises CBNA that it will not extend extended, the Maturity Date, as to the Consenting Lenders, shall be extended to the same date in the year following the Maturity Date then in effect (such existing Maturity Date being referred to herein as a the “Non-extending LenderExtension Effective Date”); provided that any Lender that does not advise CBNA by . The Administrative Agent and the 20th day after Borrower shall promptly confirm to the Lenders such extension, specifying the date of such confirmation (the “Extension Confirmation Date”), the Extension Letter shall be deemed to be a Non-extending Lender. The election of any Lender to agree Effective Date, and the new Maturity Date (after giving effect to such extension shall not obligate any other Lender extension). As a condition precedent to agree. (i) If Lenders holding Commitments that aggregate more than 50% of the total Commitments on the 20th day after the date of the Extension Letter shall not have agreed to extend the Maturity Date, then the Maturity Date shall not be so extended and the outstanding principal balance of all Loans and other amounts payable hereunder shall be payable on such Maturity Date. (ii) If (and only if) Lenders holding Commitments that aggregate more than 50% of the total Commitments on the 20th day after the date of the Extension Letter shall have agreed to extend the Maturity Date, then the Maturity Date applicable to the Lenders that shall so have agreed shall be the first anniversary of the current Maturity Date. In the event of such extension, the Commitment Borrower shall deliver to the Administrative Agent a certificate of the Borrower dated as of the Extension Confirmation Date (in sufficient copies for each Non-extending Lender shall terminate on Lender) signed by a Responsible Officer of the Maturity Date in 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 prior to such extension, all Loans the representations and other amounts payable hereunder warranties contained in Article III made by it are true and correct on and as of the Extension Confirmation Date, except to the extent that such representations and warranties specifically refer to an earlier date, (B) before and after giving effect to such Non-extending Lenders shall become due and payable on such Maturity Date and the total Commitment extension no Default exists or will exist as of the Lenders hereunder Extension Confirmation Date, and (C) since December 31, 2003, no event, development or circumstance that has had or could reasonably be expected to have a Material Adverse Effect has occurred. The Borrower shall be reduced by prepay any Loans outstanding on the Commitments of Non-extending Lenders so terminated on such Maturity Date. Extension Effective Date (cand pay any additional amounts required pursuant to Section 2.15) In the event that the conditions of clause (ii) of paragraph (b) above have been satisfied, the Company shall have the right on or before the Maturity Date in effect prior to the requested extension, at its own expense, extent necessary to require keep outstanding Loans ratable with any Non-extending Lender to transfer revised and assign without recourse (except as to title and new Applicable Percentages of all the absence of Liens created by it) (in accordance with and subject to the restrictions contained in Section 8.4) 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 which agrees to accept such transfer and assignment (each an “Additional Commitment Lender”), provided that (x) such Additional Commitment Lender, if not already a Lender hereunder, shall be subject to the approval of CBNA and the Company (such approvals not to be unreasonably withheld), (y) such assignment shall become Lenders effective as of a date specified by the Company (which shall not be later than the Maturity Date in effect prior to the requested extension) and (z) the Additional Commitment Lender shall pay to such Non-extending Lender in immediately available funds on the 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 owed to it hereunder. Notwithstanding the foregoing, no extension of the Maturity Date shall become effective unless, on the Maturity Date in effect prior to the requested extension the conditions set forth in paragraphs (a) and (b) of Section 4.2 shall be satisfied or waived (with all references in such paragraphs to a Borrowing being deemed to be references to the current Maturity Extension Effective Date) and CBNA shall have received a certificate to that effect dated such Maturity Date and executed by a Financial Officer of the Company.”

Extension of Maturity Date. On any Business Day occurring at least thirty (a30) The Company may, by sending an Extension Letter to CBNA (in which case CBNA shall promptly deliver a copy to each of the Lenders), during the period of not less than 30 calendar days and not but no more than 60 sixty (60) calendar days prior to any anniversary of the Effective Date, request that the Lenders extend the Maturity Date at the time in effect to the first anniversary of the Stated Maturity Date then in effect. Each Lender, acting a Responsible Officer of Borrowers may submit to Administrative Agent, on behalf of such Borrowers and in its sole discretionaccordance with Section 11.4, shall, by notice a written request (an “Extension Request”) to CBNA given not more than 20 extend the Stated Maturity Date then in effect to a date occurring three hundred sixty-four (364) days after such Stated Maturity Date or, if such date is not a Business Day, the date of the Extension Letter, advise CBNA in writing whether or not such Lender agrees to such extension (each Lender that so advises CBNA that it will not extend the Maturity Date, being referred to herein as a “Non-extending Lender”); provided that any Lender that does not advise CBNA immediately preceding Business Day. Submission by the 20th day after the date Borrowers of the an Extension Letter Request shall be deemed to be a Non-extending Lender. The election restatement in all material respects of any Lender to agree to each representation and warranty made by such extension shall not obligate any other Lender to agree. (i) If Lenders holding Commitments that aggregate more than 50% Borrowers in Section 7 as of the total Commitments on the 20th day after the date of the such Extension Letter Request. Upon receipt of an Extension Request, Administrative Agent and each Lender shall not have agreed determine, in its sole discretion, whether to extend the Maturity Date, then the Maturity Date shall not be so extended consent to such Extension Request. If such consent is granted by Administrative Agent and the outstanding principal balance Lenders, (a) Administrative Agent shall provide such requesting Borrowers with notice of all Loans Administrative Agent’s and other amounts payable hereunder shall be payable on such Maturity Date. Lenders’ consent to such Extension Request; (iib) If (and only if) Lenders holding Commitments that aggregate more than 50% as of the total Commitments on the 20th day after the date of the such Extension Letter shall have agreed to extend the Maturity DateNotice, then the Maturity Date applicable all references to the Lenders that shall so have agreed shall be the first anniversary of the current Maturity Date. In the event of such extension, the Commitment of each Non-extending Lender shall terminate on the Stated Maturity Date in effect prior to such extension, all Loans and other amounts payable hereunder to such Non-extending Lenders shall become due and payable on such Maturity Date and the total Commitment of the Lenders hereunder this Credit Agreement shall be reduced by the Commitments of Non-extending Lenders so terminated on such Maturity Date. (c) In the event that the conditions of clause (ii) of paragraph (b) above have been satisfied, the Company shall have the right on or before the 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 (except as to title and the absence of Liens created by it) (in accordance with and subject to the restrictions contained in Section 8.4) 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 which agrees to accept such transfer and assignment (each an “Additional Commitment Lender”), provided that (x) such Additional Commitment Lender, if not already a Lender hereunder, shall be subject to the approval of CBNA and the Company (such approvals not to be unreasonably withheld), (y) such assignment shall become effective as of a date specified by the Company (which shall not be later than the Maturity Date in effect prior to the requested extension) and (z) the Additional Commitment Lender shall pay to such Non-extending Lender in immediately available funds on the 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 owed to it hereunder. Notwithstanding the foregoing, no extension of the Maturity Date shall become effective unless, on the Maturity Date in effect prior to the requested extension the conditions set forth in paragraphs (a) and (b) of Section 4.2 shall be satisfied or waived (with all references in such paragraphs to a Borrowing being deemed to be references to the current Maturity Date) and CBNA shall have received a certificate to that effect dated such Stated Maturity Date and executed as extended by a Financial Officer the Extension Request; (c) if the Extension Notice indicates that either such term is to be amended, as of the Companydate of such Extension Notice, each of the definitions of the terms “Applicable Rate” and “Unused Commitment Fee” appearing in Section 1.1 shall be deleted and replaced in its entirety with the new definition for such term set forth in the Extension Notice; and (d) within five (5) Business Days of the applicable Borrowers’ receipt of the Extension Notice, such Borrowers shall pay an extension fee to Administrative Agent for the benefit of the Lenders in an amount equal to 25 basis points (0.25%) of each such Lender’s Commitment as of the date on which such Borrowers receive such Extension Notice. If Administrative Agent, acting on behalf of the Lenders, does not provide the applicable Borrowers with notice of its and the Lenders’ consent to an Extension Request on or prior to the Stated Maturity Date then in effect, such Extension Request shall be deemed to have been denied by the Lenders, such Stated Maturity Date shall not be extended and such Borrowers shall not be permitted to submit any subsequent Extension Requests. If Administrative Agent and the Lenders consent to the applicable Borrowers’ initial Extension Request, such Borrowers may submit no more than one (1) subsequent Extension Request.

Extension of Maturity Date. On any Business Day occurring at least thirty (a30) The Company may, by sending an Extension Letter to CBNA (in which case CBNA shall promptly deliver a copy to each of the Lenders), during the period of not less than 30 calendar days and not but no more than 60 sixty (60) calendar days prior to any anniversary of the Effective Date, request that the Lenders extend the Maturity Date at the time in effect to the first anniversary of the Stated Maturity Date then in effect. Each Lender, acting a Responsible Officer of Borrowers may submit to Administrative Agent, on behalf of such Borrowers and in its sole discretionaccordance with Section 11.4, shall, by notice a written request (an “Extension Request”) to CBNA given not more than 20 extend the Stated Maturity Date then in effect to a date occurring three hundred sixty-four (364) days after such Stated Maturity Date or, if such date is not a Business Day, the date of the Extension Letter, advise CBNA in writing whether or not such Lender agrees to such extension (each Lender that so advises CBNA that it will not extend the Maturity Date, being referred to herein as a “Non-extending Lender”); provided that any Lender that does not advise CBNA immediately preceding Business Day. Submission by the 20th day after the date Borrowers of the an Extension Letter Request shall be deemed to be a Non-extending Lender. The election restatement in all material respects of any Lender to agree to each representation and warranty made by such extension shall not obligate any other Lender to agree. (i) If Lenders holding Commitments that aggregate more than 50% Borrowers in Section 7 as of the total Commitments on the 20th day after the date of the such Extension Letter Request. Upon receipt of an Extension Request, Administrative Agent and each Lender shall not have agreed determine, in its sole discretion, whether to extend the Maturity Date, then the Maturity Date shall not be so extended consent to such Extension Request. If such consent is granted by Administrative Agent and the outstanding principal balance Lenders, (a) Administrative Agent shall provide such requesting Borrowers with notice of all Loans Administrative Agent’s and other amounts payable hereunder shall be payable on such Maturity Date. Lenders’ consent to such Extension Request; (iib) If (and only if) Lenders holding Commitments that aggregate more than 50% as of the total Commitments on the 20th day after the date of the such Extension Letter shall have agreed to extend the Maturity DateNotice, then the Maturity Date applicable all references to the Lenders that shall so have agreed shall be the first anniversary of the current Maturity Date. In the event of such extension, the Commitment of each Non-extending Lender shall terminate on the Stated Maturity Date in effect prior to such extension, all Loans and other amounts payable hereunder to such Non-extending Lenders shall become due and payable on such Maturity Date and the total Commitment of the Lenders hereunder this Credit Agreement shall be reduced by the Commitments of Non-extending Lenders so terminated on such Maturity Date. (c) In the event that the conditions of clause (ii) of paragraph (b) above have been satisfied, the Company shall have the right on or before the 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 (except as to title and the absence of Liens created by it) (in accordance with and subject to the restrictions contained in Section 8.4) 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 which agrees to accept such transfer and assignment (each an “Additional Commitment Lender”), provided that (x) such Additional Commitment Lender, if not already a Lender hereunder, shall be subject to the approval of CBNA and the Company (such approvals not to be unreasonably withheld), (y) such assignment shall become effective as of a date specified by the Company (which shall not be later than the Maturity Date in effect prior to the requested extension) and (z) the Additional Commitment Lender shall pay to such Non-extending Lender in immediately available funds on the 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 owed to it hereunder. Notwithstanding the foregoing, no extension of the Maturity Date shall become effective unless, on the Maturity Date in effect prior to the requested extension the conditions set forth in paragraphs (a) and (b) of Section 4.2 shall be satisfied or waived (with all references in such paragraphs to a Borrowing being deemed to be references to the current Maturity Date) and CBNA shall have received a certificate to that effect dated such Stated Maturity Date and executed as extended by a Financial Officer the Extension Request; (c) if the Extension Notice indicates that either such term is to be amended, as of the Companydate of such Extension Notice, each of the definitions of the terms “Applicable Rate” and “Unused Commitment Fee” appearing in Section 1.1 shall be deleted and replaced in its entirety with the new definition for such term set forth in the Extension Notice; and (d) within five (5) Business Days of the applicable Borrowers’ receipt of the Extension Notice, such Borrowers shall pay an extension fee to Administrative Agent for the benefit of the Lenders in an amount equal to 20 basis points (0.20%) of each such Lender’s Commitment as of the date on which such Borrowers receive such Extension Notice. If Administrative Agent, acting on behalf of the Lenders, does not provide the applicable Borrowers with notice of its and the Lenders’ consent to an Extension Request on or prior to the Stated Maturity Date then in effect, such Extension Request shall be deemed to have been denied by the Lenders, such Stated Maturity Date shall not be extended and such Borrowers shall not be permitted to submit any subsequent Extension Requests. If Administrative Agent and the Lenders consent to the applicable Borrowers’ initial Extension Request, such Borrowers may submit no more than one (1) subsequent Extension Request.

Extension of Maturity Date. (a) The Company Company, on behalf of both Borrowers, may, on not more than two occasions during the term of this Agreement, by sending an Extension Letter written notice to CBNA the Agent (in which case CBNA shall promptly deliver a copy to each of the Lenders)) delivered not fewer than 45 days, during the period of not less than 30 days and not more than 60 90 days prior (or such shorter or longer period, respectively, as may otherwise be agreed to by the Agent and the Company), before any anniversary of the Restatement Effective Date, request that the Lenders extend the then effective Maturity Date at (the time “Existing Maturity Date”) for an additional period of one year, effective as of a date specified in effect to the first anniversary of the Maturity Date then in effectsuch notice. Each Lender, acting in its sole discretion, Lender shall, by notice to CBNA the Company and the Agent given not more later than 20 days after the date of the Extension Letter, advise CBNA in writing whether or not such Lender agrees to such extension (each Lender that so advises CBNA that it will not extend the Maturity Date, being referred to herein as a “Non-extending Lender”); provided that any Lender that does not advise CBNA by the 20th day after the date of the Extension Letter Agent’s receipt of the Company’s notice, advise the Company whether or not it agrees to the requested extension (each Lender agreeing to a requested extension being called a “Consenting Lender” and each Lender declining to agree to a requested extension being called a “Declining Lender”). Any Lender that has not so advised the Company and the Agent by such day shall be deemed to have declined to agree to such extension and shall be a Non-extending Declining Lender. If Lenders constituting the Required Lenders shall have agreed to a Maturity Date extension request, then the Maturity Date shall, as to the Consenting Lenders, be extended to the first anniversary of the Existing Maturity Date. The election decision of any Lender to agree or withhold agreement to such any extension shall not obligate any other Lender to agree. (i) If Lenders holding Commitments that aggregate more than 50% of the total Commitments on the 20th day after the date of the Extension Letter shall not have agreed to extend the Maturity Date, then the Maturity Date shall not be so extended and the outstanding principal balance of all Loans and other amounts payable hereunder request shall be payable on such Maturity Date. (ii) If (and only if) Lenders holding Commitments that aggregate more than 50% of at the total Commitments on the 20th day after the date of the Extension Letter shall have agreed to extend the Maturity Date, then the Maturity Date applicable to the Lenders that shall so have agreed shall be the first anniversary of the current Maturity Date. In the event sole discretion of such extension, the Lender. The Commitment of each Non-extending any Declining Lender shall terminate on the Existing Maturity Date in effect prior to such extensionDate. The principal amount of any outstanding Loans made by Declining Lenders, all Loans together with any accrued interest thereon and any accrued fees and other amounts payable hereunder to or for the accounts of such Declining Lenders hereunder, shall (in each case, solely with respect to such Non-extending Declining Lenders shall become and no other Lenders) be due and payable on such the Existing Maturity Date, and on the Existing Maturity Date each Borrower shall also make such other prepayments of its Loans as shall be required in order that, after giving effect to such prepayments and to the total Commitment termination of the Commitments of, and all payments to, Declining Lenders hereunder pursuant to this sentence, (a) the Aggregate Outstanding Credit Exposure shall be reduced by not exceed the Commitments Aggregate Commitment, (b) the Revolving Credit Exposure of Non-extending Lenders so terminated on such Maturity Date. any Lender shall not exceed its Commitment and (c) In the event that the conditions Borrower Credit Exposure of clause (ii) of paragraph (b) above have been satisfied, the Company shall have the right on or before the 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 (except as to title and the absence of Liens created by it) (in accordance with and subject to the restrictions contained in Section 8.4) 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 which agrees to accept such transfer and assignment (each an “Additional Commitment Lender”), provided that (x) such Additional Commitment Lender, if not already a Lender hereunder, shall be subject to the approval of CBNA and the Company (such approvals not to be unreasonably withheld), (y) such assignment shall become effective as of a date specified by the Company (which either Borrower shall not be later than exceed the Maturity Date in effect prior to the requested extension) and (z) the Additional Commitment Lender shall pay to such Non-extending Lender in immediately available funds on the effective date Borrower Sublimit 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 owed to it hereunderBorrower. Notwithstanding the foregoing, no extension of the Maturity Date shall become effective unless, under this Section unless (i) on the Maturity Date in effect prior to the requested extension effective date of such extension, the conditions set forth in paragraphs Section 4.2 (ait being understood and agreed that (A) all references to the “Credit Extension Date” therein shall be deemed to refer to such effective date and (B) all references to the “Restatement Effective Date” in (x) Section 4.2.2 as it relates to Sections 5.5, 5.7 and 5.12(ii) and (by) in Sections 5.5, 5.7 and 5.12(ii) shall be deemed to refer to such effective date for purposes of determining satisfaction of the conditions set forth in Section 4.2 as of such date) shall be satisfied or waived as of such date (with all references in as though the effectiveness of such paragraphs to extension were a Borrowing being deemed to be references to the current Maturity DateCredit Extension) and CBNA (ii) the Agent shall have received a certificate to that effect dated such Maturity Date effective date and executed by a Financial an Authorized Officer of the Company.

Extension of Maturity Date. (a) The Company mayBorrower may at any time during the Availability Period, on or before the date that is sixty (60) days’ prior to then applicable Maturity Date, request in writing to the Administrative Agent (the “Extension Request”), that this Agreement be amended to extend the then current Maturity Date to a date one year later than the then current Maturity Date. A copy of the Extension Request shall be provided by sending an Extension Letter to CBNA (in which case CBNA shall promptly deliver a copy the Administrative Agent to each of the Lenders), during the period of not less than 30 days and not more than 60 days prior to any anniversary of the Effective Date, request that the Lenders extend the Maturity Date at the time in effect to the first anniversary of the Maturity Date then in effectaccordance with Section 16.19. Each LenderLender may, acting in its sole discretion, shalldiscretion and regardless of whether or not there is any Default under this Agreement, by written notice to CBNA given the Administrative Agent (the “Extension Response Notice”), not more later than 20 35 days after the date Administrative Agent’s receipt of the Extension LetterRequest (the “Extension Response Period”), advise CBNA in writing whether approve or not decline the Extension Request. If any such Lender agrees to such extension (each Lender that so advises CBNA that it will not extend the Maturity Date, being referred to herein as a “Non-extending Lender”); provided that any Lender that does not advise CBNA by the 20th day after the date of provide an Extension Response Notice within the Extension Letter Response Period, such Lender shall 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. (i) If Lenders holding Commitments that aggregate more than 50% of the total Commitments on the 20th day after the date of have declined the Extension Letter Request. If the Majority Lenders approve the Extension Request, the Administrative Agent shall not have agreed to extend notify the Borrower and the Lenders of such approval and confirm the new Maturity Date, then which new Maturity Date shall become effective on and from the Maturity Extension Date for the Facility. If the Majority Lenders do not approve the Extension Request, the Administrative Agent shall notify the Borrower and the Lenders and the Maturity Date shall not be so extended extended. (b) If the Majority Lenders but less than all of the Lenders under the Facility approve the Extension Request within the Extension Response Period (the “Approving Lenders”), the following shall apply: (i) On or before the second Banking Day after the Extension Response Period, the Administrative Agent shall give written notice (the “Acquisition Request Notice”) to the Borrower and each Lender under the outstanding principal balance of all Loans Facility identifying the Approving Lenders and other amounts payable hereunder shall be payable on such Maturity DateLender or Lenders under the Facility that have declined or are deemed to have declined the Extension Request (the “Declining Lenders”) and their respective Individual Commitments with respect to the Facility. (ii) Any Approving Lender may, at its option, acquire all or any portion of the rights and obligations of the Declining Lenders under the Credit Documents with respect to the Facility (all of such rights and obligations being herein called the “Available Amount”) by giving written notice to the Administrative Agent (an “Acquisition Notice”) of the portion of the Available Amount which it is prepared to acquire (the “Desired Acquisition Amount”). Such Acquisition Notice shall be given within 10 days following the giving of the Acquisition Request Notice (such deadline being herein called the “Acquisition Deadline”). If (and only if) Lenders holding Commitments that aggregate one Approving Lender gives an Acquisition Notice to the Administrative Agent or if more than 50% one Approving Lender gives an Acquisition Notice to the Administrative Agent but the aggregate of their Desired Acquisition Amounts is less than or equal to the Available Amount, then each such Approving Lender shall be entitled to acquire its Desired Acquisition Amount of the total Commitments rights and obligations of the Declining Lenders under the Credit Documents with respect to the Facility. If more than one Approving Lender gives an Acquisition Notice to the Administrative Agent and the aggregate of the Desired Acquisition Amounts is greater than the Available Amount, then each such Approving Lender shall be entitled to acquire a pro rata share of the rights and obligations of the Declining Lenders under the Credit Documents with respect to the Facility, such pro rata share being determined based on the 20th day after the date of the Extension Letter shall have agreed to extend the Maturity Date, then the Maturity Date applicable to the Lenders that shall so have agreed shall be the first anniversary of the current Maturity Date. In the event of such extension, the Commitment relative Desired Acquisition Amount of each Non-extending Lender shall terminate on the Maturity Date in effect prior to such extension, all Loans and other amounts payable hereunder to such Non-extending Lenders shall become due and payable on such Maturity Date and the total Commitment of the Lenders hereunder shall be reduced by the Commitments of Non-extending Lenders so terminated on such Maturity Date. (c) In the event that the conditions of clause (ii) of paragraph (b) above have been satisfied, the Company shall have the right on Approving Lender. On or before the Maturity Date in effect prior second Banking Day following the Acquisition Deadline, the Administrative Agent shall give to the requested extension, at its own expense, to require any Non-extending Borrower and each Lender to transfer and assign without recourse (except as to title a written notice identifying the Available Amount of each Declining Lender and the absence portion thereof to be acquired by each Approving Lender. Each of Liens created by it) (such acquisitions shall be completed in accordance with and subject to the restrictions contained procedures set out in Section 8.418.5(c) all its interests, rights and obligations under this Agreement to one on such date as the Approving Lender or more banks or other financial institutions identified to the Non-extending Lender, which Approving Lenders may include any Lender which agrees to accept such transfer and assignment (each an “Additional Commitment Lender”)select, provided that (x) such Additional Commitment Lender, if not already a Lender hereunder, shall be subject to the approval of CBNA and the Company (such approvals not to be unreasonably withheld), (y) such assignment shall become effective as of a date specified by the Company (which shall not be later than the then-current Maturity Date in effect prior (the “Maturity Extension Date”). If the Available Amount is not completely acquired by the Approving Lenders, the Borrower may locate other Persons who are satisfactory to the requested extension) Administrative Agent, acting reasonably, and (z) the Additional Commitment Lender shall pay to such Non-extending Lender in immediately available funds on the effective date of such assignment the principal of and interest accrued to the date of payment on the Loans made by it hereunder and who acquire all other amounts accrued for its account or owed to it hereunder. Notwithstanding the foregoing, no extension a portion of the Maturity Date shall become effective unless, balance of the rights and obligations of the Declining Lenders under the Credit Documents on the Maturity Extension Date of such year in effect prior accordance with the procedures set out in Section 18.5(c). Any outstanding credit extended by the Declining Lenders to the requested extension Borrower which is not so acquired by Approving Lenders shall, at the option of the Borrower, (x) remain outstanding under this Agreement subject to the terms and conditions set forth in paragraphs (a) and (b) of Section 4.2 hereof but shall be satisfied or waived (with all references in such paragraphs to a Borrowing being deemed to be references repaid by the Borrower to the Declining Lender in full on the then current Maturity DateDate (without giving effect to the Extension Request) and CBNA shall have received a certificate to that effect dated such Maturity Date and executed or (y) be repaid in full by a Financial Officer of the CompanyBorrower.

Extension of Maturity Date. (a) The Company may, by sending an Extension Letter In the event Borrowers desire to CBNA (in which case CBNA shall promptly deliver a copy to each extend the Maturity Date from the one year anniversary of the Lenders)Initial Funding Date to the 18-month anniversary of the Initial Funding Date, during the period of Borrowers shall notify Agent and Lenders thereof not less more than 30 90 days and not more less than 60 days prior to any the one-year anniversary date of the Initial Funding Date. If Borrowers so notify Agent and Lenders, not later than 45 days prior to the one-year anniversary of the Effective Initial Funding Date, request that the Lenders each Lender shall notify Agent and Borrowers if it desires to extend the Maturity Date at to such 18-month anniversary (the time in effect “Lender’s Extension Notice”). In the event all Lenders so agree to extend the Maturity Date and no Default or Event of Default then exists or exists on such one-year anniversary (the foregoing being the “Extension Conditions”), effective on such one-year anniversary, the Maturity Date shall be extended to the first 18-month anniversary of the Maturity Date then in effectInitial Funding Date. Each Lender, acting in its sole discretion, shall, by notice In the event that less than all Lenders agree to CBNA given not more than 20 days after the date of the Extension Letter, advise CBNA in writing whether or not such Lender agrees to such extension (each Lender that so advises CBNA that it will not extend the Maturity Date, being referred to herein as a “Non-extending Lender”); provided that any Lender that does not advise CBNA by upon the 20th day after consent of the date remaining Lenders and Borrowers and fulfillment of the Extension Letter Conditions, (x) the Maturity Date shall be extended to the 18-month anniversary of the Initial Funding Date effective on such one-year anniversary, and (y) such remaining Lender(s), Agent (if there is more than one remaining Lender) and Borrowers shall execute and deliver such documents and instruments, and amendments to Credit Documents, as shall be necessary, in the opinion of such remaining Lender(s) and Agent (if applicable), to evidence the Commitment as shall thereafter be in effect. In the event no Lender so agrees to extend the Maturity Date to the 18-month anniversary of the Initial Funding Date, the Maturity Date shall remain as the one-year anniversary of the Initial Funding Date. Any Lender who fails to deliver a Lender’s Extension Notice shall be deemed to be a Non-extending Lender. The election of any Lender to agree to such extension shall have not obligate any other Lender to agree. (i) If Lenders holding Commitments that aggregate more than 50% of the total Commitments on the 20th day after the date of the Extension Letter shall not have agreed to extend the Maturity Date, then the Maturity Date shall not be so extended and the outstanding principal balance of all Loans and other amounts payable hereunder shall be payable on such Maturity Date. (ii) If (and only if) Lenders holding Commitments that aggregate more than 50% of the total Commitments on the 20th day after the date of the Extension Letter shall have agreed to extend the Maturity Date, then the Maturity Date applicable to the Lenders that shall so have agreed shall be the first anniversary of the current Maturity Date. In the event of such extension, the Commitment of each Non-extending Lender shall terminate on the Maturity Date in effect prior to such extension, all Loans and other amounts payable hereunder to such Non-extending Lenders shall become due and payable on such Maturity Date and the total Commitment of the Lenders hereunder shall be reduced by the Commitments of Non-extending Lenders so terminated on such Maturity Date. (c) In the event that the conditions of clause (ii) of paragraph (b) above have been satisfied, the Company shall have the right on or before the 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 (except as to title and the absence of Liens created by it) (in accordance with and subject to the restrictions contained in Section 8.4) 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 which agrees to accept such transfer and assignment (each an “Additional Commitment Lender”), provided that (x) such Additional Commitment Lender, if not already a Lender hereunder, shall be subject to the approval of CBNA and the Company (such approvals not to be unreasonably withheld), (y) such assignment shall become effective as of a date specified by the Company (which shall not be later than the Maturity Date in effect prior to the requested extension) and (z) the Additional Commitment Lender shall pay to such Non-extending Lender in immediately available funds on the 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 owed to it hereunder. Notwithstanding the foregoing, no extension of the Maturity Date shall become effective unless, on the Maturity Date in effect prior to the requested extension the conditions set forth in paragraphs (a) and (b) of Section 4.2 shall be satisfied or waived (with all references in such paragraphs to a Borrowing being deemed to be references to the current Maturity Date) and CBNA shall have received a certificate to that effect dated such Maturity Date and executed by a Financial Officer of the Company.

Extension of Maturity Date. (a) The Company Borrower may, by sending delivering an Extension Letter Request to CBNA the Administrative Agent (in which case CBNA who shall promptly deliver a copy to each of the Lenders), during the period of not less than 30 days and (but not more than 60 days prior to days) in advance of any anniversary of the Effective Date (each such anniversary date following an Extension Request, an “Extension Date”), request that the Lenders extend the Revolving Credit Maturity Date at the time in effect at such time (the “Existing Maturity Date”) to the first anniversary of such Existing Maturity Date; provided that after giving effect to such extension, the Revolving Credit Maturity Date then in effectso extended may not be later than fifth anniversary of the date of such Extension Date. Each Lender, acting in its sole discretion, shall, by written notice to CBNA the Administrative Agent given not more later than 20 days the date that is the 20th day after the date of the Extension LetterRequest, or if such date is not a Business Day, the immediately following Business Day (the “Response Date”), advise CBNA the Administrative Agent in writing whether or not such Lender Xxxxxx agrees to such extension (each the requested extension. Each Lender that so advises CBNA the Administrative Agent that it will not extend the Existing Maturity Date, being Date is referred to herein as a “Non-extending Lender”); provided provided, that any Lender that does not advise CBNA the Administrative Agent of its consent to such requested extension by the 20th day after Response Date and any Lender that is a Defaulting Lender on the date of the Extension Letter Response Date shall be deemed to be a Non-extending Lender. The Administrative Agent shall notify the Borrower, in writing, of the Lenders’ elections promptly following the Response Date. The election of any Lender to agree to such an extension shall not obligate any other Lender to so agree. The Revolving Credit Maturity Date may be extended no more than two times pursuant to this Section 2.25. (b) (i) If If, on the applicable Extension Date, Lenders holding Commitments that aggregate more than 50% or more of the total Commitments on the 20th day after the date of the Extension Letter outstanding at such time shall not have agreed to extend the Maturity Dateconstitute Non-extending Lenders, then the Existing Maturity Date shall not be so extended and the outstanding principal balance of all Loans and other amounts payable hereunder shall be payable on such Maturity Date. (ii) If (payable, and only if) Lenders holding the Commitments that aggregate more than 50% of the total Commitments shall terminate, on the 20th day after the date of the Extension Letter shall have agreed to extend the Maturity Date, then the Maturity Date applicable to the Lenders that shall so have agreed shall be the first anniversary of the current Maturity Date. In the event of such extension, the Commitment of each Non-extending Lender shall terminate on the Existing Maturity Date in effect prior to such extension, all Loans and other amounts payable hereunder to such Non-extending Lenders shall become due and payable on such Maturity Date and the total Commitment of the Lenders hereunder shall be reduced by the Commitments of Non-extending Lenders so terminated on such Maturity Date. (c) In the event that the conditions of clause (ii) of paragraph (b) above have been satisfied, the Company shall have the right on or before the 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 (except as to title and the absence of Liens created by it) (in accordance with and subject to the restrictions contained in Section 8.4) 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 which agrees to accept such transfer and assignment (each an “Additional Commitment Lender”), provided that (x) such Additional Commitment Lender, if not already a Lender hereunder, shall be subject to the approval of CBNA and the Company (such approvals not to be unreasonably withheld), (y) such assignment shall become effective as of a date specified by the Company (which shall not be later than the Maturity Date in effect prior to the requested extension) and (z) the Additional Commitment Lender shall pay to such Non-extending Lender in immediately available funds on the 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 owed to it hereunder. Notwithstanding the foregoing, no extension of the Maturity Date shall become effective unless, on the Maturity Date in effect prior to the requested extension the conditions set forth in paragraphs (a) and (b) of Section 4.2 shall be satisfied or waived (with all references in such paragraphs to a Borrowing being deemed to be references to the current Maturity Date) and CBNA shall have received a certificate to that effect dated such Maturity Date and executed by a Financial Officer of the Company.

Extension of Maturity Date. (a) The Company may, by sending an Extension Letter to CBNA the Administrative Agent (in which case CBNA the Administrative Agent shall promptly deliver a copy to each of the Lenders), during the period of not less than 30 days and not more than 60 days prior to any anniversary of the Effective Date, request that the Lenders extend the Maturity Date at the time in effect to the first anniversary of the Maturity Date then in effect. Each Lender, acting in its sole discretion, shall, by notice to CBNA the Administrative Agent given not more later than 20 days the date that is the 20th day after the date of the Extension Letter, or if such day is not a Business Day, the immediately following Business Day (the “Response Date”) advise CBNA the Administrative Agent in writing whether or not such Lender agrees to such extension (each Lender that so advises CBNA the Administrative Agent that it will not extend the Maturity Date, being referred to herein as a “Non-extending Lender”); provided that any Lender that does not advise CBNA the Administrative Agent by the 20th day after the date of the Extension Letter Response Date shall 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. (i) If Lenders holding Commitments that aggregate more than 50% of the total Commitments on the 20th day after the date of the Extension Letter Response Date shall not have agreed to extend the Maturity Date, then the Maturity Date shall not be so extended and the outstanding principal balance of all Loans and other amounts payable hereunder shall be payable on such Maturity Date. (ii) If (and only if) Lenders holding Commitments that aggregate more than at least 50% of the total Commitments on the 20th day after the date of the Extension Letter Response Date shall have agreed to extend the Maturity Date, then the Maturity Date applicable to the Lenders that shall so have agreed shall be the first anniversary of the current Maturity DateDate (subject to satisfaction of the conditions set forth in the last sentence of Section 2.5(c)). In the event of such extension, the Commitment of each Non-extending Lender shall terminate on the Maturity Date in effect prior to such extension, all Loans and other amounts payable hereunder to such Non-extending Lenders shall become due and payable on such Maturity Date and the total Commitment of the Lenders hereunder shall be reduced by the Commitments of the Non-extending Lenders so terminated on such Maturity Date. (c) In the event that the conditions of clause (ii) of paragraph (b) above have been satisfied, the Company shall have the right on or before the 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 (except as to title and the absence of Liens created by it) (in accordance with and subject to the restrictions contained in Section 8.4) 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 which agrees to accept such transfer and assignment (each an “Additional Commitment Lender”), provided that (x) such Additional Commitment Lender, if not already a Lender hereunder, shall be subject to the approval of CBNA the Administrative Agent and the Company (such approvals not to be unreasonably withheld), (y) such assignment shall become effective as of a date specified by the Company (which shall not be later than the Maturity Date in effect prior to the requested extension) and (z) the Additional Commitment Lender shall pay to such Non-extending Lender in immediately available funds on the 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 owed to it hereunder. Notwithstanding the foregoing, no extension of the Maturity Date shall become effective unless, unless on the Maturity Response Date in effect prior to the requested extension the conditions set forth in paragraphs Section 4.2 (aincluding the correctness of the representations and warranties set forth in Sections 3.5(b) and (b3.6(a)) of Section 4.2 shall be satisfied or waived (with all references in such paragraphs to a Borrowing being deemed to be references to the current Maturity Response Date) and CBNA the Administrative Agent shall have received a certificate to that effect dated such Maturity the Response Date and executed by a Financial Officer of the Company.

Extension of Maturity Date. (a) The Company may, by sending an Extension Letter to CBNA (in which case CBNA shall promptly deliver Each Person party hereto whose name is set forth on Schedule I hereto and has a copy to each of commitment listed under the Lenders), during the period of not less than 30 days and not more than 60 days prior to any anniversary of the Effective Date, request that the Lenders extend the Maturity Date at the time in effect to the first anniversary of the Maturity Date then in effect. Each Lender, acting in its sole discretion, shall, by notice to CBNA given not more than 20 days after the date of the Extension Letter, advise CBNA in writing whether headings “2028 Revolving Dollar Commitments” or not such Lender agrees to such extension “2028 Revolving Multicurrency Commitments” (each Lender that so advises CBNA that it will not extend the Maturity Datesuch Person, being referred to herein as a “Non-extending 2028 Revolving Lender”); provided that any Lender that does not advise CBNA by the 20th day after the date of the Extension Letter shall 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. (i) If Lenders holding Commitments that aggregate more than 50% of the total Commitments on the 20th day after the date of the Extension Letter shall not have has agreed to extend the Maturity Dateexisting maturity date of its Dollar Commitment (as defined in the Existing Credit Agreement) (the “2028 Revolving Dollar Commitments”) and/or its Multicurrency Commitment (as defined in the Existing Credit Agreement) (the “2028 Revolving Multicurrency Commitments”) (and in each case any Revolving Loans in respect thereof), then as the Maturity Date shall not be so extended case may be, in each case in the amount set forth opposite its name on such Schedule. The maturity date of the 2028 Revolving Dollar Commitments and the outstanding principal balance of all Loans and other amounts payable hereunder 2028 Revolving Multicurrency Commitments shall be payable on such extended to the Extended Maturity Date. (iib) If Each Person party hereto whose name is set forth on Schedule I hereto and has a Term Loan listed under the heading “2028 Term Loans” (and only ifeach such Person, a “2028 Term Lender”, and, together with the 2028 Revolving Lenders, the “2028 Lenders”) Lenders holding Commitments that aggregate more than 50% of the total Commitments on the 20th day after the date of the Extension Letter shall have has agreed to extend the Maturity Date, then maturity date of its Term Loans (the Maturity Date applicable “2028 Term Loans”) in the amount set forth opposite its name on such Schedule. The maturity date of the 2028 Term Loans shall be extended to the Lenders that shall so have agreed shall be the first anniversary of the current Maturity Date. In the event of such extension, the Commitment of each Non-extending Lender shall terminate on the Maturity Date in effect prior to such extension, all Loans and other amounts payable hereunder to such Non-extending Lenders shall become due and payable on such Maturity Date and the total Commitment of the Lenders hereunder shall be reduced by the Commitments of Non-extending Lenders so terminated on such Extended Maturity Date. (c) In the event that the conditions of clause (ii) of paragraph (b) above have been satisfied, the Company shall have the right on or before the The Existing Maturity Date in effect prior shall remain applicable to the requested extension, at its own expense, to require any Non-extending Lender to transfer Commitments and assign without recourse (except as to title Revolving Loans made by each Person whose name appears on Schedule I hereto and has a commitment listed under the absence of Liens created by it) (in accordance with and subject to the restrictions contained in Section 8.4) all its interests, rights and obligations under this Agreement to one headings “2027 Revolving Dollar Commitments” or more banks or other financial institutions identified to the Non-extending Lender, which may include any Lender which agrees to accept such transfer and assignment “2027 Revolving Multicurrency Commitments” (each an such Person, a “Additional Commitment 2027 Revolving Lender”), provided that as the case may be. (xd) such Additional Commitment Lender, if not already a Lender hereunder, The Existing Maturity Date shall be subject remain applicable to the approval of CBNA and the Company (such approvals not to be unreasonably withheld), (y) such assignment shall become effective as of a date specified by the Company (which shall not be later than the Maturity Date in effect prior to the requested extension) and (z) the Additional Commitment Lender shall pay to such Non-extending Lender in immediately available funds on the effective date of such assignment the principal of and interest accrued to the date of payment on the Term Loans made by it hereunder each Person whose name appears on Schedule I hereto and all other amounts accrued for its account or owed to it hereunder. Notwithstanding has a loan listed under the foregoingheading “2027 Term Loans” (each such Person, no extension of a “2027 Term Lender”, and together with the Maturity Date shall become effective unless2027 Revolving Lenders, on the Maturity Date in effect prior to the requested extension the conditions set forth in paragraphs (a) and (b) of Section 4.2 shall be satisfied or waived (with all references in such paragraphs to a Borrowing being deemed to be references to the current Maturity Date) and CBNA shall have received a certificate to that effect dated such Maturity Date and executed by a Financial Officer of the Company“2027 Lenders”).

Extension of Maturity Date. (a) The Company may, by sending an Extension Letter to CBNA (in which case CBNA shall promptly deliver a copy to each of the Lenders), during the period of not less than 30 days and not more than 60 days prior to any anniversary of the Effective Date, request that the Lenders extend the Maturity Date at the time in effect to the first anniversary of the Maturity Date then in effect. Each Lender, acting in its sole discretion, shall, by notice to CBNA given not more than 20 days after the date of the Extension Letter, advise CBNA in writing whether or not such Lender agrees to such extension (each Lender that so advises CBNA that it will not extend the Maturity Date, being referred to herein as a “Non-extending Lender”); provided that any Lender that does not advise CBNA by the 20th day after the date of the Extension Letter shall 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. (i) If Lenders holding Commitments that aggregate more than 50% of the total Commitments on the 20th day after the date of the Extension Letter shall not have agreed to extend the Maturity Date, then the Maturity Date shall not be so extended and the outstanding principal balance of all Loans and other amounts payable hereunder shall be payable on such Maturity Date. (ii) If (and only if) Lenders holding Commitments that aggregate more than 50% of the total Commitments on the 20th day after the date of the Extension Letter shall have agreed to extend the Maturity Date, then the Maturity Date applicable to the Lenders that shall so have agreed shall be the first anniversary of the current Maturity Date. In the event of such extension, the Commitment of each Non-extending Lender shall terminate on the Maturity Date in effect prior to such extension, all Loans and other amounts payable hereunder to such Non-extending Lenders shall become due and payable on such Maturity Date and the total Commitment of the Lenders hereunder shall be reduced by the Commitments of Non-extending Lenders so terminated on such Maturity Date. (c) In the event that the conditions of clause (ii) of paragraph (b) above have been satisfied, the Company shall have the right on or before the 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 (except as to title and the absence of Liens created by it) (in accordance with and subject to the restrictions contained in Section 8.4) 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 which agrees to accept such transfer and assignment (each an “Additional Commitment Lender”), provided that (x) such Additional Commitment Lender, if not already a Lender hereunder, shall be subject to the approval of CBNA and the Company (such approvals not to be unreasonably withheld), (y) such assignment shall become effective as of a date specified by the Company (which shall not be later than the Maturity Date in effect prior to the requested extension) and (z) the Additional Commitment Lender shall pay to such Non-extending Lender in immediately available funds on the 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 owed to it hereunder. Notwithstanding the foregoing, no extension of the Maturity Date shall become effective unless, on the Maturity Date in effect prior to the requested effective date of such extension the conditions set forth in paragraphs (a) and (b) of Section 4.2 shall be satisfied or waived (with all references in such paragraphs to a Borrowing being deemed to be references to the current Maturity Dateeffective date of such extension) and CBNA shall have received a certificate to that effect dated the effective date of such Maturity Date extension and executed by a Financial Officer of the Company.

Extension of Maturity Date. (a) The Company may, by sending an Extension Letter At any time not earlier than 90 days prior to CBNA (the anniversary date of this agreement in which case CBNA shall promptly deliver a copy to each of the Lenders), during the period of not less than 30 days and not more year nor later than 60 days prior to any the anniversary date of this agreement in each year, the Effective DateBorrower may, by written request to the Administrative Agent (the “Extension Request”), request that this agreement be amended to extend the then current Maturity Date to a date up to one year later than the then current Maturity Date. A copy of the Extension Request shall be provided by the Administrative Agent to each of the Lenders extend the Maturity Date at the time in effect to the first anniversary of the Maturity Date then in effectaccordance with Section 14.18. Each LenderLender may, acting in its sole discretion, shalldiscretion and regardless of whether or not there is any Default hereunder, by written notice to CBNA given the Administrative Agent (the “Extension Response Notice”), not more later than 20 25 days after the date receipt of the Extension LetterRequest (the “Extension Response Period”), advise CBNA in writing whether approve or decline the Extension Request. If any Lender does not provide an Extension Response Notice within the Extension Response Period, such Lender agrees to such extension (each Lender that so advises CBNA that it will not extend the Maturity Date, being referred to herein as a “Non-extending Lender”); provided that any Lender that does not advise CBNA by the 20th day after the date of the Extension Letter shall 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. (i) If Lenders holding Commitments that aggregate more than 50% of the total Commitments on the 20th day after the date of have declined the Extension Letter Request. If the Majority Lenders approve the Extension Request, the Administrative Agent shall not have agreed to extend notify the Borrower and the Lenders of such approval and confirm the new Maturity Date, which new Maturity Date shall become effective on and from the then current Maturity Date. If the Majority Lenders do not approve the Extension Request, the Administrative Agent shall notify the Borrower and the Lenders and the Maturity Date shall not be so extended extended. (b) If the Majority Lenders but less than all of the Lenders approve the Extension Request within the Extension Response Period (the “Approving Lenders”), the following shall apply: (i) On or before the second Banking Day after the Extension Response Period, the Administrative Agent shall give written notice (the “Acquisition Request Notice”) to the Borrower and each Lender identifying the outstanding principal balance of all Loans Approving Lenders and other amounts payable hereunder shall be payable on such Maturity DateLender or Lenders that have declined or are deemed to have declined the Extension Request (the “Declining Lenders”) and their respective Individual Commitments. (ii) Any Approving Lender may, at its option, acquire all or any portion of the rights and obligations of the Declining Lenders under the Credit Documents (all of such rights and obligations being herein called the “Available Amount”) by giving written notice to the Administrative Agent (an “Acquisition Notice”) of the portion of the Available Amount which it is prepared to acquire (the “Desired Acquisition Amount”). Such Acquisition Notice shall be given within 10 days following the giving of the Acquisition Request Notice (such deadline being herein called the “Acquisition Deadline”). If (and only if) Lenders holding Commitments that aggregate one Approving Lender gives an Acquisition Notice to the Administrative Agent or if more than 50% one Approving Lender gives an Acquisition Notice to the Administrative Agent but the aggregate of their Desired Acquisition Amounts is less than or equal to the Available Amount, then each such Approving Lender shall be entitled to acquire its Desired Acquisition Amount of the total Commitments rights and obligations of the Declining Lenders under the Credit Documents. If more than one Approving Lender gives an Acquisition Notice to the Administrative Agent and the aggregate of the Desired Acquisition Amounts is greater than the Available Amount, then each such Approving Lender shall be entitled to acquire a pro rata share of the rights and obligations of the Declining Lenders under the Credit Documents, such pro rata share being determined based on the 20th day after relative Desired Acquisition Amount of each such Approving Lender. On or before the date of second Banking Day following the Extension Letter Acquisition Deadline, the Administrative Agent shall have agreed to extend the Maturity Date, then the Maturity Date applicable give to the Lenders that shall so have agreed Borrower and each Lender a written notice identifying the Available Amount of each Declining Lender and the portion thereof to be acquired by each Approving Lender. Each of such acquisition shall be the first anniversary of the current Maturity Date. In the event of such extension, the Commitment of each Non-extending Lender shall terminate on the Maturity Date in effect prior to such extension, all Loans and other amounts payable hereunder to such Non-extending Lenders shall become due and payable on such Maturity Date and the total Commitment of the Lenders hereunder shall be reduced by the Commitments of Non-extending Lenders so terminated on such Maturity Date. (c) In the event that the conditions of clause (ii) of paragraph (b) above have been satisfied, the Company shall have the right completed on or before the Maturity Date in effect date which is at least one year prior to the requested extension, at its own expense, then current Maturity Date (without giving effect to require any Non-extending Lender to transfer and assign without recourse (except as to title and the absence of Liens created by itExtension Request) (in accordance with the procedures set out in Section 16.5(c). If the Available Amount is not completely acquired by the Approving Lenders, the Borrower may locate other Persons (“Substitute Lenders”) who qualify as Lenders, are satisfactory to the Administrative Agent and the Issuing Lenders, acting reasonably, and who acquire all or a portion of the balance of the rights and obligations of the Declining Lenders under the Loan Documents on the date which is two years prior to the then current Maturity Date (without giving effect to the Extension Request) in accordance with the procedures set out in Section 16.5(c). Any outstanding credit extended by the Declining Lenders to the Borrower which is not so acquired by Approving Lenders or Substitute Lenders shall remain outstanding hereunder subject to the restrictions contained in Section 8.4) all its interests, rights terms and obligations under this Agreement to one or more banks or other financial institutions identified conditions hereof but shall be repaid by the Borrower to the Non-extending Lender, which may include any Declining Lender which agrees to accept such transfer and assignment in full on the then current Maturity Date (each an “Additional Commitment Lender”), provided that (x) such Additional Commitment Lender, if not already a Lender hereunder, shall be subject without giving effect to the approval of CBNA and the Company (such approvals not to be unreasonably withheldExtension Request), (y) such assignment shall become effective as of a date specified by the Company (which shall not be later than the Maturity Date in effect prior to the requested extension) and (z) the Additional Commitment Lender shall pay to such Non-extending Lender in immediately available funds on the 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 owed to it hereunder. Notwithstanding the foregoing, no extension of the Maturity Date shall become effective unless, on the Maturity Date in effect prior to the requested extension the conditions set forth in paragraphs (a) and (b) of Section 4.2 shall be satisfied or waived (with all references in such paragraphs to a Borrowing being deemed to be references to the current Maturity Date) and CBNA shall have received a certificate to that effect dated such Maturity Date and executed by a Financial Officer of the Company.

Extension of Maturity Date. (a) The Company Company, on behalf of both Borrowers, may, on not more than two occasions during the term of this Agreement, by sending an Extension Letter written notice to CBNA the Agent (in which case CBNA shall promptly deliver a copy to each of the Lenders)) delivered not fewer than 45 days, during the period of not less than 30 days and not more than 60 90 days prior (or such shorter or longer period, respectively, as may otherwise be agreed to by the Agent and the Company), before any anniversary of the Restatement Effective Date, request that the Lenders extend the then effective Maturity Date at (the time “Existing Maturity Date”) for an additional period of one year, effective as of a date specified in effect to the first anniversary of the Maturity Date then in effectsuch notice. Each Lender, acting in its sole discretion, Lender shall, by notice to CBNA the Company and the Agent given not more later than 20 days after the date of the Extension Letter, advise CBNA in writing whether or not such Lender agrees to such extension (each Lender that so advises CBNA that it will not extend the Maturity Date, being referred to herein as a “Non-extending Lender”); provided that any Lender that does not advise CBNA by the 20th day after the date of the Extension Letter Agent’s receipt of the Company’s notice, advise the Company whether or not it agrees to the requested extension (each Lender agreeing to a requested extension being called a “Consenting Lender” and each Lender declining to agree to a requested extension being called a “Declining Lender”). Any Lender that has not so advised the Company and the Agent by such day shall be deemed to have declined to agree to such extension and shall be a Non-extending Declining Lender. If Lenders constituting the Required Lenders shall have agreed to a Maturity Date extension request, then the Maturity Date shall, as to the Consenting Lenders, be extended to the first anniversary of the Existing Maturity Date. The election decision of any Lender to agree or withhold agreement to such any extension shall not obligate any other Lender to agree. (i) If Lenders holding Commitments that aggregate more than 50% of the total Commitments on the 20th day after the date of the Extension Letter shall not have agreed to extend the Maturity Date, then the Maturity Date shall not be so extended and the outstanding principal balance of all Loans and other amounts payable hereunder request shall be payable on such Maturity Date. (ii) If (and only if) Lenders holding Commitments that aggregate more than 50% of at the total Commitments on the 20th day after the date of the Extension Letter shall have agreed to extend the Maturity Date, then the Maturity Date applicable to the Lenders that shall so have agreed shall be the first anniversary of the current Maturity Date. In the event sole discretion of such extension, the Lender. The Commitment of each Non-extending any Declining Lender shall terminate on the Existing Maturity Date in effect prior to such extensionDate. The principal amount of any outstanding Loans made by Declining Lenders, all Loans together with any accrued interest thereon and any accrued fees and other amounts payable hereunder to or for the accounts of such Declining Lenders hereunder, shall (in each case, solely with respect to such Non-extending Declining Lenders shall become and no other Lenders) be due and payable on such the Existing Maturity Date, and on the Existing Maturity Date each Borrower shall also make such other prepayments of its Loans as shall be required in order that, after giving effect to such prepayments and to the total Commitment termination of the Commitments of, and all payments to, Declining Lenders hereunder pursuant to this sentence, (a) the Aggregate Outstanding Credit Exposure shall be reduced by not exceed the Commitments Aggregate Commitment, (b) the Revolving Credit Exposure of Non-extending Lenders so terminated on such Maturity Date. any Lender shall not exceed its Commitment and (c) In the event that the conditions Borrower Credit Exposure of clause (ii) of paragraph (b) above have been satisfied, the Company shall have the right on or before the 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 (except as to title and the absence of Liens created by it) (in accordance with and subject to the restrictions contained in Section 8.4) 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 which agrees to accept such transfer and assignment (each an “Additional Commitment Lender”), provided that (x) such Additional Commitment Lender, if not already a Lender hereunder, shall be subject to the approval of CBNA and the Company (such approvals not to be unreasonably withheld), (y) such assignment shall become effective as of a date specified by the Company (which either Borrower shall not be later than exceed the Maturity Date in effect prior to the requested extension) and (z) the Additional Commitment Lender shall pay to such Non-extending Lender in immediately available funds on the effective date Borrower Sublimit 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 owed to it hereunderBorrower. Notwithstanding the foregoing, no extension of the Maturity Date shall become effective unless, under this Section unless (i) on the Maturity Date in effect prior to the requested extension effective date of such extension, the conditions set forth in paragraphs Section 4.2 (ait being understood and agreed that (A) all references to the “Credit Extension Date” therein shall be deemed to refer to such effective date and (B) all references to the “Restatement Effective Date” in (x) Section 4.2.2 as it relates to Sections 5.5, 5.7 and 5.12(ii) and (by) in Sections 5.5, 5.7 and 5.12(ii) shall be deemed to refer to such effective date for purposes of determining satisfaction of the conditions set forth in Section 4.2 as of such date) shall be satisfied or waived as of such date (with all references in as though the effectiveness of such paragraphs to extension were a Borrowing being deemed to be references to the current Maturity DateCredit Extension) and CBNA (ii) the Agent shall have received a certificate to that effect dated such Maturity Date effective date and executed by a Financial an Authorized Officer of the Company. Notwithstanding any other provision of this Agreement, no Issuing Bank shall have any obligation to issue any Letter of Credit expiring after the Existing Maturity Date, or to amend, renew or extend any Letter of Credit such that it would expire after the Existing Maturity Date, unless such Issuing Bank shall have consented to the applicable Maturity Date extension (such consent to be deemed given if such Issuing Bank is a Consenting Lender).

Extension of Maturity Date. (a) The Company may, Borrower may extend the Maturity Date with respect to the Revolving Facility for additional periods of eighteen months (a “Maturity Date Extension”) by sending an Extension Letter providing written notice of such request to CBNA (in which case CBNA shall promptly deliver a copy to each of the Lenders), during the period of Administrative Agent not more than 90 days and not less than 30 days and not more than 60 days prior to any anniversary of the Effective Date, request that the Lenders extend the Maturity Date at the time in effect to the first anniversary of the Maturity Date then in effecteffect (such anniversary of the Maturity Date, the “Extension Date”). Each LenderThe Administrative Agent shall promptly notify each Lender of such request and each Lender shall then, acting in its sole discretion, shall, by notice to CBNA given not more than 20 days after notify the date of Borrower and the Extension Letter, advise CBNA Administrative Agent in writing within 10 Business Days after such request whether or not such Lender agrees will consent to such the extension (each such Lender that so advises CBNA that it will not extend consenting to the Maturity Dateapplicable extension, being referred to herein as a “Non-extending Consenting Lender”); provided that any Lender that does not advise CBNA by the 20th day after the date of the Extension Letter shall be deemed to be a Non-extending Lender. The election failure of any Lender to agree notify the Borrower and the Administrative Agent of its intent to consent to an extension shall be deemed a rejection by such Lender, as applicable. Such extension shall be effective as to Consenting Lenders under the Revolving Facility consenting to such extension shall not obligate any other Lender to agree. (i) If if the Required Lenders holding Commitments that aggregate more than 50% of the total Commitments on the 20th day after the date of the Extension Letter shall not have agreed to extend the Maturity Date, then the approve such Maturity Date shall not be so extended and Extension; provided, that at the outstanding principal balance of all Loans and other amounts payable hereunder shall be payable on such Maturity Date. (ii) If (and only if) Lenders holding Commitments that aggregate more than 50% of the total Commitments on the 20th day after the date of the Extension Letter shall have agreed to extend the Maturity Date, then the Maturity Date applicable to the Lenders that shall so have agreed shall be the first anniversary of the current Maturity Date. In the event of such extension, the Commitment of each Non-extending Lender shall terminate on the existing Maturity Date in effect prior to such extensionMaturity Date Extension, all Loans and other amounts payable hereunder (1) the commitments of Lenders that did not consent to such Non-extending Lenders shall become due and payable on such Maturity Date Extension (each such Lender not consenting to the extension, a “Declining Lender”) will be terminated and the total Commitment Loans of such Lenders will be repaid (it being understood that the commitments of the Declining Lenders hereunder not consenting to such extension will remain in effect until the Maturity Date originally applicable to such Lenders) and (2) the Borrower shall make such additional prepayments as shall be reduced by necessary in order that the Commitments Loans hereunder immediately after such existing Maturity Date will not exceed, respectively, the Aggregate Commitment. (b) The consent of Non-extending Declining Lenders so terminated on will not be required; provided that Consenting Lenders constituting Required Lenders have approved such Maturity Date Extension; provided further that the Borrower shall have the right, at any time prior to the existing Maturity Date, to obtain the signatures of the Required Lenders by replacing Declining Lenders with Consenting Lenders willing (in their sole discretion) to increase their existing commitments (each such Lender, an “Extending Lender”), or other financial institutions willing (in their sole discretion) to become Lenders and extend new commitments, on terms consistent with Section 2.17 (each such Lender, a “New Lender”), in each case on the existing Maturity Date. If any Lender rejects, or is deemed to have rejected, the Borrower’s request for an extension, the Borrower may replace Declining Lenders with Extending Lenders or New Lenders, in each case on the existing Maturity Date. In connection with any such replacement pursuant to this clause (b), the Administrative Agent shall enter in the Register (A) the names of any New Lenders, (B) the Maturity Date applicable to each Lender and (C) the respective allocations of any Declining Lenders, Consenting Lenders, Extending Lenders and New Lenders effective as of the Maturity Date applicable thereto. No action by or consent of any Declining Lender shall be necessary in connection with such assignment. In connection with any such assignment, the Borrower, Administrative Agent, such Declining Lender and the replacement Lender shall otherwise comply with Section 12.01; provided that if such Declining Lender does not comply with Section 12.01 within five (5) Business Days after the Borrower’s request, compliance with Section 12.01 (but only on the part of the Declining Lender) shall not be required to effect such assignment. (c) In the event that the conditions of clause If any financial institution or other entity becomes a New Lender or any Extending Lender’s Commitment is increased pursuant to Section 2.02(b), (iix) of paragraph (b) above have been satisfied, the Company shall have the right Loans made on or before after the existing 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 (except as to title and the absence of Liens created by it) (shall be made in accordance with and subject to the restrictions contained in Section 8.42.01(a) 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 which agrees to accept such transfer and assignment (each an “Additional Commitment Lender”b), provided that (x) such Additional Commitment Lenderas applicable, if not already a Lender hereunder, shall be subject to based on the approval of CBNA respective Commitments in effect on and after the Company (such approvals not to be unreasonably withheld), existing Maturity Date and (y) such assignment shall become effective as of a date specified by the Company (which shall not be later than the Maturity Date in effect prior to the requested extension) and (z) the Additional Commitment Lender shall pay to such Non-extending Lender in immediately available funds if, on the effective date of such assignment joinder or increase, there are any Loans outstanding, such Loans shall on or prior to such date be prepaid from the principal proceeds of new Loans made hereunder (reflecting such additional Lender or increase), which prepayment shall be accompanied by accrued interest on the applicable Loans being prepaid and interest accrued any costs incurred by any Lender in accordance with Section 3.04. (d) Each such Maturity Date Extension will not be effective as to any Lender unless (a) no Default or Unmatured Default shall have occurred and be continuing on or as of the date of payment on the Loans made by it hereunder and all other amounts accrued for its account or owed to it hereunder. Notwithstanding the foregoing, no such extension of the Maturity Date shall become effective unless, on the Maturity Date in effect prior to the requested extension the conditions set forth in paragraphs (a) and (b) all representations and warranties of Section 4.2 the Borrower set forth in Article V shall be satisfied or waived true and correct in all material respects (with all references in such paragraphs to a Borrowing being deemed to be references except to the current Maturity Dateextent such representations and warranties are qualified by “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall be true and correct in all respects) as if made on and CBNA shall have received a certificate to that effect dated such Maturity Date and executed by a Financial Officer as of the Companydate of such extension, except to the extent a representation or warranty is stated to relate solely to an earlier date, in which case the representation or warranty shall be true and correct in all material respects (except to the extent such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall be true and correct in all respects) on and as such earlier date. (e) The Administrative Agent shall promptly notify the Lenders of the effectiveness of each extension pursuant to this Section 2.02.

Extension of Maturity Date. (a) The Company Borrower may, by sending delivering an Extension Letter Request to CBNA the Administrative Agent (in which case CBNA who shall promptly deliver a copy to each of the Lenders), during the period of not less than 30 days and not more than 60 days prior to any anniversary in advance of the Effective Maturity Date in effect at such time (the “Existing Maturity Date”), request that the Lenders extend the Existing Maturity Date at the time in effect to the first anniversary of the such Existing Maturity Date then in effect(or, if such date is not a Business Day, the immediately preceding Business Day). Each Lender, acting in its sole discretion, shall, by written notice to CBNA the Administrative Agent given not more later than 20 days the date that is the 20th day after the date of the Extension LetterRequest, or if such date is not a Business Day, the immediately following Business Day (the “Response Date”), advise CBNA the Administrative Agent in writing whether or not such Lender Xxxxxx agrees to such extension (each the requested extension. Each Lender that so advises CBNA the Administrative Agent that it will not extend the Existing Maturity Date, being Date is referred to herein as a “Non-extending Lender”); provided provided, that any Lender that does not advise CBNA the Administrative Agent of its consent to such requested extension by the 20th day after Response Date and any Lender that is a Defaulting Lender on the date of the Extension Letter Response Date shall be deemed to be a Non-extending Lender. The Administrative Agent shall notify the Borrower, in writing, of the Lenders’ elections promptly following the Response Date. The election of any Lender to agree to such an extension shall not obligate any other Lender to so agree, and it is understood that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for an extension of the Existing Maturity Date. The Maturity Date may be extended no more than two times pursuant to this Section 2.22. (b) (i) If If, by the Response Date, Lenders holding Commitments that aggregate more than 50% or more of the total Commitments on the 20th day after the date of the Extension Letter Aggregate Commitment shall not have agreed to extend the Maturity Dateconstitute Non-extending Lenders, then the Existing Maturity Date shall not be so extended and the outstanding principal balance of all Loans and other amounts payable hereunder shall be payable on such Maturity Date. (ii) If (payable, and only if) Lenders holding the Commitments that aggregate more than 50% of the total Commitments shall terminate, on the 20th day after the date of the Extension Letter shall have agreed to extend the Maturity Date, then the Maturity Date applicable to the Lenders that shall so have agreed shall be the first anniversary of the current Maturity Date. In the event of such extension, the Commitment of each Non-extending Lender shall terminate on the Existing Maturity Date in effect prior to such extension, all Loans and other amounts payable hereunder to such Non-extending Lenders shall become due and payable on such Maturity Date and the total Commitment of the Lenders hereunder shall be reduced by the Commitments of Non-extending Lenders so terminated on such Maturity Date. (c) In the event that the conditions of clause (ii) of paragraph (b) above have been satisfied, the Company shall have the right on or before the 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 (except as to title and the absence of Liens created by it) (in accordance with and subject to the restrictions contained in Section 8.4) 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 which agrees to accept such transfer and assignment (each an “Additional Commitment Lender”), provided that (x) such Additional Commitment Lender, if not already a Lender hereunder, shall be subject to the approval of CBNA and the Company (such approvals not to be unreasonably withheld), (y) such assignment shall become effective as of a date specified by the Company (which shall not be later than the Maturity Date in effect prior to the requested extension) and (z) the Additional Commitment Lender shall pay to such Non-extending Lender in immediately available funds on the 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 owed to it hereunder. Notwithstanding the foregoing, no extension of the Maturity Date shall become effective unless, on the Maturity Date in effect prior to the requested extension the conditions set forth in paragraphs (a) and (b) of Section 4.2 shall be satisfied or waived (with all references in such paragraphs to a Borrowing being deemed to be references to the current Maturity Date) and CBNA shall have received a certificate to that effect dated such Maturity Date and executed by a Financial Officer of the Company.

Extension of Maturity Date. (a) The Company may, by sending an delivery of a Maturity Date Extension Letter Request to CBNA the Administrative Agent (in which case CBNA shall promptly deliver a copy to each of the Lenders), during the period of ) not less than 30 45 days and not more than 60 85 days prior to any anniversary of the Effective Date, request that the Lenders extend the Maturity Date at for an additional period of one year; provided that there shall be no more than two extensions of the time in effect Maturity Date pursuant to this Section. Each Lender shall, by notice to the Company and the Administrative Agent given not later than the 20th day after the date of the Administrative Agent’s receipt of the Company’s Maturity Date Extension Request, advise the Company whether or not it agrees to the requested extension (each Lender agreeing to a requested extension being called a “Consenting Lender”, and each Lender declining to agree to a requested extension being called a “Declining Lender”). Any Lender that has not so advised the Company and the Administrative Agent by such day shall be deemed to have declined to agree to such extension and shall be a Declining Lender. If Lenders constituting the Required Lenders shall have agreed to a Maturity Date Extension Request, then the Maturity Date shall, as to the Consenting Lenders, be extended to the first anniversary of the Maturity Date then theretofore in effect. Each Lender, acting in its sole discretion, shall, by notice The decision to CBNA given not more than 20 days after the date of the agree or withhold agreement to any Maturity Date Extension Letter, advise CBNA in writing whether or not such Lender agrees to such extension (each Lender that so advises CBNA that it will not extend the Maturity Date, being referred to herein as a “Non-extending Lender”); provided that any Lender that does not advise CBNA by the 20th day after the date of the Extension Letter Request shall be deemed to be a Non-extending at the sole discretion of each Lender. The election Commitment of any Lender to agree to such extension shall not obligate any other Lender to agree. (i) If Lenders holding Commitments that aggregate more than 50% of the total Commitments on the 20th day after the date of the Extension Letter shall not have agreed to extend the Maturity Date, then the Maturity Date shall not be so extended and the outstanding principal balance of all Loans and other amounts payable hereunder shall be payable on such Maturity Date. (ii) If (and only if) Lenders holding Commitments that aggregate more than 50% of the total Commitments on the 20th day after the date of the Extension Letter shall have agreed to extend the Maturity Date, then the Maturity Date applicable to the Lenders that shall so have agreed shall be the first anniversary of the current Maturity Date. In the event of such extension, the Commitment of each Non-extending Declining Lender shall terminate on the Maturity Date in effect prior to giving effect to any such extensionextension (such Maturity Date being called the “Existing Maturity Date”). The principal amount of any outstanding Loans made by Declining Lenders, all Loans together with any accrued interest thereon and any accrued fees and other amounts payable hereunder to or for the account of such Non-extending Declining Lenders hereunder, shall become be due and payable on such the Existing Maturity Date, and on the Existing Maturity Date the Borrowers shall also make such other prepayments of their Loans pursuant to Section 2.11 as shall be required in order that, after giving effect to the termination of the Commitments of, and all payments to, Declining Lenders pursuant to this sentence, the sum of the Revolving Credit Exposures plus the Competitive Loan Exposure would not exceed the total Commitment Commitments. Notwithstanding the foregoing provisions of the Lenders hereunder shall be reduced by the Commitments of Non-extending Lenders so terminated on such Maturity Date. (c) In the event that the conditions of clause (ii) of paragraph (b) above have been satisfiedthis paragraph, the Company shall have the right on or before the Maturity Date in effect right, pursuant to Section 2.19(b), at any time prior to the requested extension, at its own expenseExisting Maturity Date, to require any Non-extending replace a Declining Lender to transfer and assign without recourse (except as to title and the absence of Liens created by it) (in accordance with and subject to the restrictions contained in Section 8.4) all its interests, rights and obligations under this Agreement to one or more banks a Lender or other financial institutions identified institution that will agree to the Non-extending Lender, which may include any Lender which agrees to accept such transfer and assignment (each an “Additional Commitment Lender”), provided that (x) such Additional Commitment Lender, if not already a Lender hereunder, shall be subject to the approval of CBNA and the Company (such approvals not to be unreasonably withheld), (y) such assignment shall become effective as of a date specified by the Company (which shall not be later than the applicable Maturity Date in effect prior to the requested extension) Extension Request, and (z) the Additional Commitment any such replacement Lender shall pay to such Non-extending Lender in immediately available funds on the effective date of such assignment the principal of and interest accrued to the date of payment on the Loans made by it hereunder and for all other amounts accrued for its account or owed to it hereunderpurposes constitute a Consenting Lender. Notwithstanding the foregoing, no extension of the Maturity Date pursuant to this paragraph shall become effective unless, unless on the anniversary of the Effective Date that immediately follows the date on which the Company delivers the applicable Maturity Date in effect prior to the requested extension Extension Request, the conditions set forth in paragraphs (a) and (b) of Section 4.2 4.02 shall be satisfied or waived (with all references in such paragraphs to a Borrowing being deemed to be references without giving effect to the current Maturity Datefirst parenthetical in Section 4.02(a)) and CBNA the Administrative Agent shall have received a certificate to that effect dated such Maturity Date date and executed by a Financial Officer of the Company.

Extension of Maturity Date. (a) The Company may, by sending an Extension Letter to CBNA (Borrower may request in which case CBNA shall promptly deliver a copy to each of the Lenders), during the period of not less than 30 days and not more than 60 days prior to any anniversary of the Effective Date, request writing that the Lenders extend the then-current Maturity Date at for an additional one year (and the time Administrative Agent shall promptly give the Lenders notice of any such request); provided, that, the Maturity Date may be extended under this Section 2.16 no more than two times in effect the aggregate; provided, further, that, any such request shall be made not less than twenty (20) days prior to the then-current Maturity Date. Each Lender shall provide the Administrative Agent, not more than fifteen (15) days subsequent to any such request by the Borrower (or such other date as the Borrower and the Administrative Agent may agree; such date, the “Extension Request Date”), with written notice regarding whether it agrees to extend the then-current Maturity Date (each Lender agreeing to a requested extension being called an “Extending Lender”, and each Lender declining to agree to a requested extension being called a “Non-Extending Lender”). Each decision by a Lender shall be in its sole discretion and any Lender who fails to give timely written notice hereunder shall be deemed a Non-Extending Lender. (b) If all Lenders agree in writing to the extension request by the Extension Request Date, then the Maturity Date shall be extended to the first anniversary of the Maturity Date then in effect. Each LenderIf Lenders constituting Required Lenders, acting but not all Lenders, agree in its sole discretion, shall, writing to the extension request by notice to CBNA given not more than 20 days after the date of the Extension LetterRequest Date, advise CBNA then the Borrower may, on the Extension Request Date, notify the Administrative Agent in writing whether or not such Lender agrees to such extension (each Lender that so advises CBNA that it will not extend the Maturity Date, being referred to herein as a “Non-extending Lender”); provided that any Lender that does not advise CBNA by the 20th day after the date of the Extension Letter shall 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. (i) If Lenders holding Commitments that aggregate more than 50% of the total Commitments on the 20th day after the date of the Extension Letter shall not have agreed wishes to extend the Maturity Date, then and the Maturity Date shall not be so extended shall, as to the Commitments and the outstanding principal balance of all Loans and other amounts payable hereunder shall be payable on such Maturity Date. (ii) If (and only if) Lenders holding Commitments that aggregate more than 50% of the total Commitments on the 20th day after the date of the Extension Letter shall have agreed Extending Lenders, be extended to extend the Maturity Date, then the Maturity Date applicable to the Lenders that shall so have agreed shall be the first anniversary of the current Maturity Date. In the event of such extension, the Commitment of each Non-extending Lender shall terminate on the Maturity Date then in effect prior to giving effect to any such extension, all Loans and other amounts payable hereunder to such Non-extending Lenders shall become due and payable on such Maturity Date and the total Commitment of the Lenders hereunder shall be reduced by the Commitments of Non-extending Lenders so terminated on extension (such Maturity Date. (c) In the event that the conditions of clause (ii) of paragraph (b) above have been satisfied, the Company shall have “Existing Maturity Date”). The Borrower shall, on the right on or before the Existing Maturity Date in effect prior to the requested extensionDate, at its own expense, to require any Non-extending Lender to transfer and assign without recourse (except as to title and the absence of Liens created by it) (in accordance with and subject to the restrictions contained in Section 8.4) all its interests, rights and obligations under this Agreement to one or more banks or other financial institutions identified pay to the Non-extending Lender, which may include any Lender which agrees to accept such transfer and assignment (each an “Additional Commitment Lender”), provided that (x) such Additional Commitment Lender, if not already a Lender hereunder, shall be subject to the approval of CBNA and the Company (such approvals not to be unreasonably withheld), (y) such assignment shall become effective as of a date specified by the Company (which shall not be later than the Maturity Date Extending Lenders in effect immediately prior to the requested extension) and (z) the Additional Commitment Lender shall pay to such Non-extending Lender extension in immediately available funds on the effective date of such assignment the principal of and interest accrued on the portion of the Loans hereunder held by the Non-Extending Lenders, as well as all other amounts due and payable to the Non-Extending Lenders (including amounts required pursuant to Section 3.05), on such date. Upon such Existing Maturity Date, (i) the Commitments of each such Non-Extending Lender shall terminate, (ii) each such Non-Extending Lender shall cease to be a Lender hereunder, (iii) the Aggregate Commitments shall be reduced by an amount equal to the aggregate Commitments of each such Non-Extending Lender and (iv) notwithstanding anything to the contrary in Section 2.13, all outstanding Loans of each such Non-Extending Lender shall be paid in full. (c) Notwithstanding the foregoing provisions of this Section 2.16, the Borrower shall have the right, at its own discretion and at its own expense, at any time prior to the Existing Maturity Date to replace, in accordance with the terms of Section 10.13, a Non-Extending Lender with an Eligible Assignee that will agree to the applicable Maturity Date extension request, and any such replacement Lender shall for all purposes constitute an Extending Lender. (d) As a condition precedent to any extension pursuant to this Section 2.16, the Borrower shall deliver to the Administrative Agent a certificate of the Borrower (i) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such extension and (ii) certifying that, before and after giving effect to such extension, (A) the representations and warranties of the Borrower contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects on and as of the date of payment on the Loans made by it hereunder and all other amounts accrued for its account or owed to it hereunder. Notwithstanding the foregoingsuch extension, no extension of the Maturity Date shall become effective unless, on the Maturity Date in effect prior except to the requested extension extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.16, the conditions set forth representations and warranties contained in paragraphs (aSections 5.05(a) and (b) of Section 4.2 shall be satisfied or waived (with all references in such paragraphs to a Borrowing being deemed to be references refer to the current Maturity Datemost recent statements furnished pursuant to Sections 6.01(a) and CBNA (b), respectively (provided, that, any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects), and (B) no Event of Default exists. (e) Notwithstanding anything to the contrary contained herein, the L/C Issuer shall not have received a certificate to that effect dated such its L/C Commitment extended beyond the Existing Maturity Date and executed by a Financial Officer of without its consent. (f) This Section 2.16 shall supersede any provisions in Section 2.13 or 10.01 to the Companycontrary.

Extension of Maturity Date. (a) The Company may, by sending delivering an Extension Letter Request to CBNA the Administrative Agent (in which case CBNA who shall promptly deliver a copy to each of the Lenders), during the period of not less than 30 days and not more than 60 days prior in advance of the applicable Maturity Date with respect to any anniversary of the Effective Facility, as in effect at such time (an “Existing Maturity Date”) for such Facility, request that the Lenders extend the such Existing Maturity Date at (each, an “Extension”) to any date that it shall select so long as such date is no more than the time in effect to the first fifth anniversary of the such Existing Maturity Date then in effect(such date, the “Extended Maturity Date”; any Term Facility so extended, an “Extended Term Facility,” any Revolving Credit Facility so extended, an “Extended Revolving Credit Facility” and, together with any Extended Term Facility, an “Extended Facility”; and any Revolving Credit Commitments so extended, “Extended Revolving Credit Commitments”). Each Lender, acting in its sole discretion, shall, by written notice to CBNA the Administrative Agent given not more later than 20 days the date that is the 20th day after the date of the Extension LetterRequest, or if such date is not a Business Day, the immediately following Business Day (the “Response Date”), advise CBNA the Administrative Agent in writing whether or not such Lender agrees to such extension (each the requested extension. Each Lender that so advises CBNA the Administrative Agent that it will not extend the an Existing Maturity Date, being Date is referred to herein as a “Non-extending Extending Lender”); provided provided, that any Lender that does not advise CBNA the Administrative Agent of its consent to such requested extension by the 20th day after Response Date and any Lender that is a Defaulting Lender on the date of the Extension Letter Response Date shall be deemed to be a Non-extending Extending Lender. The Administrative Agent shall notify the Company, in writing, of the Lenders’ elections promptly following the Response Date. The election of any Lender to agree to such extension an Extension shall not obligate any other Lender to so agree. Each applicable Maturity Date may be extended no more than two times pursuant to this Section 2.17. (ib) If If, by the Response Date, any Lenders holding Commitments that aggregate more than 50% of the total Commitments on the 20th day after the date of the Extension Letter shall not have agreed to extend the an Existing Maturity Date (each such consenting Lender, an “Extending Lender”), then effective as of such Existing Maturity Date, then the Maturity Date for such Extending Lenders only shall not be so extended and to the Extended Maturity Date (subject to satisfaction of the conditions set forth in Section 2.17(d)). In the event of any Extension, (i) the outstanding principal balance of all Loans and other amounts payable hereunder to any Non-Extending Lender shall be become due and payable on such Existing Maturity Date and (ii) with respect to any Revolving Credit Facility, the Revolving Credit Commitment of each Non-Extending Lender shall terminate on the Existing Maturity Date in effect for such Non-Extending Lender prior to such Extension and, subject to Section 2.17(c) below, the total Revolving Credit Commitments for the applicable Revolving Credit Facility shall be reduced by the Revolving Credit Commitments of the Non-Extending Lenders so terminated for such Revolving Credit Facility on such Existing Maturity Date. (iic) If (and only if) ), by the Response Date, Lenders holding Loans and/or Commitments that aggregate more than 50% of the total outstanding Loans and Commitments on the 20th day after the date of the Extension Letter shall have agreed to extend the Maturity Dateconstitute Extending Lenders, then the Maturity Date applicable to the Lenders that shall so have agreed shall be the first anniversary of the current Maturity Date. In the event of such extension, the Commitment of each Non-extending Lender shall terminate on the Maturity Date in effect prior to such extension, all Loans and other amounts payable hereunder to such Non-extending Lenders shall become due and payable on such Maturity Date and the total Commitment of the Lenders hereunder shall be reduced by the Commitments of Non-extending Lenders so terminated on such Maturity Date. (c) In the event that the conditions of clause (ii) of paragraph (b) above have been satisfied, the Company shall have the right on or before the applicable Existing Maturity Date in effect prior to the requested extensionDate, at its own expense, to require any Non-extending Extending Lender to transfer and assign without recourse (except as to title and the absence of Liens created by it) (in accordance with and subject to the restrictions contained in Section 8.410.06) all its interests, rights (other than its rights to payments pursuant to Section 3.01, Section 3.04, Section 3.05 or Section 10.04 arising prior to the effectiveness of such assignment) and obligations under this Credit Agreement with respect to the applicable Facility to one or more banks or other financial institutions identified to the Non-extending LenderExtending Lender by the Company, which may include any existing Lender which agrees to accept such transfer and assignment (each an a “Additional Commitment Replacement Lender”), ; provided that (xi) such Additional Commitment Replacement Lender, if not already a Lender hereunder, shall be subject to the approval of CBNA and the Company Administrative Agent (and, if a Revolving Credit Facility, each L/C Issuer) (such approvals to not to be unreasonably withheldwithheld or conditioned) to the extent the consent of the Administrative Agent (or the L/C Issuers, if applicable) would be required to effect an assignment under Section 10.06(b), (yii) such assignment shall become effective as of a date specified by the Company (which shall not be later than the applicable Existing Maturity Date in effect for such Non-Extending Lender prior to the effective date of the requested extension) and (ziii) the Additional Commitment each Replacement Lender shall pay to such Non-extending Extending Lender in immediately available funds on the effective date of such assignment the principal of and interest accrued to the date of payment on the outstanding principal amount Loans made by it hereunder and all other amounts accrued and unpaid for its account or otherwise owed to it hereunder. Notwithstanding hereunder on such date. (d) As a condition precedent to each such Extension of an Existing Maturity Date pursuant to Section 2.17(b), the foregoing, no extension Company shall (i) deliver to the Administrative Agent a certificate of the Company dated as of the applicable Existing Maturity Date shall become effective unlessDate, on signed by a senior executive of the Maturity Date in Company certifying that, as of such date, both before and immediately after giving effect prior to such Extension, (A) the requested extension representations and warranties of the conditions Company set forth in paragraphs this Credit Agreement shall be true and correct in all material respects and as of such date to the same extent as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they were true and correct, in all material respects, as of such earlier date; provided that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects on such date or on such earlier date, as the case may be (aafter giving effect to such qualification); and (B) no Default or Event of Default shall have occurred and be continuing and (ii) first make such prepayments of the outstanding Loans and second provide such cash collateral (or make such other arrangements satisfactory to the applicable L/C Issuer) with respect to the outstanding Letters of Credit as shall be required such that, after giving effect to the termination of the Commitments of the Non-Extending Lenders pursuant to Section 2.17(b) and any assignment pursuant to Section 2.17(c), the aggregate Revolving Credit Exposure less the face amount of any Letter of Credit supported by any such cash collateral (bor other satisfactory arrangements) so provided does not exceed the aggregate amount of Section 4.2 Commitments being extended. (e) The terms of each Extended Facility shall be satisfied determined by the Administrative Agent, the Company and the applicable Extending Lenders and set forth in an amendment to this Credit Agreement (an “Extension Amendment”); provided, that (i) the final maturity date of any Extended Facility shall be no earlier than the Existing Maturity Date for such Facility, (ii) the weighted average life to maturity of the Extended Facility shall be no shorter than the weighted average life to maturity of the Facility being extended, (iii) (A) there shall be no scheduled amortization of the loans or waived reductions of commitments under any Extended Revolving Credit Facility and (B) any scheduled amortization with all references respect to an Extended Term Facility shall, until the Existing Maturity Date for such Term Facility, be in such paragraphs amounts equal to a Borrowing or less (but not greater) than the scheduled amortization under the Term Facility being deemed extended, (iv) any Extended Facility shall rank pari passu in right of payment and with respect to security with the Facilities not being extended, and the borrower and guarantors of the Extended Facility shall be references the same as the borrower and Guarantors with respect to the current Maturity DateFacilities not being extended, (v) the interest rate margin, rate floors, fees, original issue discount and CBNA premium applicable to any Extended Facility shall have received be determined by the Company and the applicable Extending Lenders, (vi) (A) any Extended Term Facility may participate on a certificate to that effect dated such Maturity Date pro rata or less than pro rata (but not greater than pro rata) basis in voluntary or mandatory prepayments with the Term Facility being extended and executed by (B) borrowing and prepayment under any Extended Revolving Credit Facility, or reductions of Extended Revolving Credit Commitments, and participations in Letters of Credit and Swing Line Loans, shall be on a Financial Officer pro rata basis with the Revolving Credit Loans or Revolving Credit Commitments not being extended (other than upon the maturity of the Companynon-extended Revolving Credit Loans and Revolving Credit Commitments), and (vii) the terms of any Extended Facility shall be substantially identical to the terms set forth herein (except as set forth in clauses (i) through (v) above). For the avoidance of doubt, (i) no consent of any Lender (other than the existing Lenders participating in the Extension) shall be required for any Extension pursuant to this Section 2.17 and (ii) neither the operation of this Section 2.17 in accordance with its terms nor any Extension Amendment shall constitute an amendment subject to Section 10.01.

Extension of Maturity Date. (a) The Company Not later than 30 days prior to each anniversary of the Amendment No. 1 Effective Date, the Borrower may, by sending an Extension Letter upon notice to CBNA the Administrative Agent (in which case CBNA shall promptly deliver a copy to each of notify the Lenders), during the period of not less than 30 days and not more than 60 days prior to any anniversary of the Effective Date, request that the Lenders each Lender extend the such Lender’s then existing Maturity Date at (i) for an additional one year from such Lender’s Maturity Date then in effect, (ii) for such additional number of days which would cause its Maturity Date to be the time latest Maturity Date then in effect, or (iii) for such additional number of days which would cause its Maturity Date to be one year after the latest Maturity Date then in effect (each Lender’s then existing Maturity Date being referred to herein as its “Present Maturity Date” and such Lender’s proposed extended Maturity Date being referred to herein as its “Extended Maturity Date”). This option may only be exercised (x) after the first anniversary of the Maturity Date then in effectAmendment No. Each Lender1 Effective Date, acting in its sole discretion(y) once during any twelve (12) month period, shall, by notice to CBNA given not more than and (z) twice during the term of this Agreement. Within 20 days after of delivery of such notice, each Lender shall notify the date of the Extension Letter, advise CBNA in writing Administrative Agent whether or not such Lender agrees it consents to such extension (which consent may be given or withheld in such Lender’s sole and absolute discretion). Any Lender not responding within the above time period shall be deemed not to have consented to such extension. The Administrative Agent shall promptly notify the Borrower and the Lenders of the Lenders’ responses. Notwithstanding anything herein to the contrary, no Extended Maturity Date shall be a date later than five years from the applicable Extension Closing Date. (b) Subject to the satisfaction of the condition precedent set forth below, the Maturity Date of each extending Lender that shall be extended only if the consenting Lenders (the “Consenting Lenders”) constitute Majority Lenders. If so advises CBNA that it will not extend extended, the Present Maturity Date, being referred as to herein the Consenting Lenders, shall be extended to the applicable Extended Maturity Date effective as a of the first date on which such necessary consent required pursuant to this clause (b) is obtained and the condition precedent specified below in this clause (b) is satisfied with respect to the applicable extension (such date, the “Extension Closing Date”). All non-consenting Lenders (“Non-extending Consenting Lenders”) shall continue to be subject to such Lender”); provided that any ’s Present Maturity Date. The Borrower shall pay or prepay all Advances, interest thereon and all other amounts due each Non-Consenting Lender that does not advise CBNA by on or before the 20th day Present Maturity Date, and, if after giving effect thereto, the date Outstandings exceed the Revolving Commitments of the Extension Consenting Lenders the Borrower shall prepay the Advances (or if no Advances are then outstanding, Cash Collateralize the Letter of Credit Exposure) in the amount of such excess, together with all accrued and unpaid interest thereon. The Administrative Agent and the Borrower shall promptly confirm to the Lenders such extension and each Consenting Lender’s Extended Maturity Date. As a condition precedent to any such extension the Borrower shall deliver to the Administrative Agent a certificate of the Borrower (in form and substance satisfactory to the Administrative Agent and in sufficient copies for each Lender) signed by a Responsible Officer of the Borrower (i) certifying that attached thereto is evidence that such extension is within the Borrower’s corporate authority and has been duly authorized by appropriate governing action and proceedings and (ii) certifying that, before and after giving effect to such extension, (A) the representations and warranties contained in Article IV and the other Credit Documents are true and correct in all material respects (unless already qualified by materiality or Material Adverse Effect in the text thereof, in which case, such representations and warranties are true and correct in all respects), except to the extent that such representations and warranties expressly relate solely to an earlier date, in which case they shall have been true and correct in all material respects (unless already qualified by materiality or Material Adverse Effect in the text thereof, in which case, such representations and warranties are true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.19, the representations and warranties contained in Section 4.6 shall be deemed to refer to the most recent statements furnished pursuant to subsection (b) of Section 5.6, and (B) no Default has occurred and is continuing. If the Maturity Date has been extended, then on such applicable Present Maturity Date, each Consenting Lender shall automatically be a deemed to have purchased participations in each Letter of Credit, the related Letter of Credit Exposure, and each Swingline Advance equal to such Consenting Lender’s Pro Rata Share thereof after giving effect to the departure of the Non-extending Lender. The election Consenting Lenders and the elimination of their Revolving Commitments, but only to the extent that such reallocation does not cause the Aggregate Exposure of any Lender to agree to such extension shall whose Revolving Commitment does not obligate any other Lender to agree. (i) If Lenders holding Commitments that aggregate more than 50% of the total Commitments on the 20th day after the date of the Extension Letter shall not have agreed to extend the Maturity Date, then the Maturity Date shall not be so extended and the outstanding principal balance of all Loans and other amounts payable hereunder shall be payable on such Maturity Date. (ii) If (and only if) Lenders holding Commitments that aggregate more than 50% of the total Commitments on the 20th day after the date of the Extension Letter shall have agreed to extend the Maturity Date, then the Maturity Date applicable to the Lenders that shall so have agreed shall be the first anniversary of the current Maturity Date. In the event of such extension, the Commitment of each Non-extending Lender shall terminate on the Maturity Date in effect prior to such extension, all Loans and other amounts payable hereunder to such Non-extending Lenders shall become due and payable on such Maturity Date and to exceed such Lender’s Revolving Commitment. If the total reallocation described in this Section 2.19(b) cannot, or can only partially, be effected, the Borrower shall, without prejudice to any right or remedy available to the Administrative Agent, the Lenders, or any Issuing Lender hereunder or under applicable Legal Requirement, (I) first, prepay Swingline Advances in an amount equal to the portion of each Swingline Lender’s Fronting Exposure that was attributable to each Lender whose Commitment of the Lenders hereunder shall be reduced by the Commitments of Non-extending Lenders so terminated terminates on such Maturity DateDate but was not so reallocated and (II) second, Cash Collateralize each Issuing Lender’s Fronting Exposure in an amount equal to the portion of such Issuing Lender’s Fronting Exposure (plus all related fees and expenses with respect to such Letters of Credit then outstanding over their remaining terms) that was attributable to each Lender whose Commitment terminates on such Maturity Date but was not so reallocated. (c) In the event that the conditions of clause (ii) of paragraph (b) above have been satisfied, the Company shall have the right on or before the If any Lender’s 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 (except as to title and the absence of Liens created by it) (is extended in accordance with this Section 2.19, immediately upon the effectiveness of each such extension, Schedule 1.1(a) hereof shall be amended and subject restated to set forth all Lenders and their respective Revolving Commitments and Maturity Dates after giving effect to such extension. (d) This Section shall supersede any provisions in Section 2.14 or Section 9.1 to the restrictions contained in contrary. (e) The Borrower shall prepay any Advances outstanding on the Present Maturity Date (and pay any additional amounts required pursuant to Section 8.42.8) all its interests, rights and obligations under this Agreement to one or more banks or other financial institutions identified borrow additional amounts to the Non-extending Lender, which may include extent necessary to keep outstanding Revolving Advances ratable with any Lender which agrees to accept such transfer revised and assignment (each an “Additional new Revolving Commitment Lender”), provided that (x) such Additional Commitment Lender, if not already a Lender hereunder, shall be subject to the approval of CBNA and the Company (such approvals not to be unreasonably withheld), (y) such assignment shall become all Consenting Lenders effective as of a date specified by the Company (which shall not be later than the Maturity Date in effect prior to the requested extension) and (z) the Additional Commitment Lender shall pay to such Non-extending Lender in immediately available funds on the 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 owed to it hereunder. Notwithstanding the foregoing, no extension of the Maturity Date shall become effective unless, on the Maturity Date in effect prior to the requested extension the conditions set forth in paragraphs (a) and (b) of Section 4.2 shall be satisfied or waived (with all references in such paragraphs to a Borrowing being deemed to be references to the current Present Maturity Date) and CBNA shall have received a certificate to that effect dated such Maturity Date and executed by a Financial Officer of the Company.

Extension of Maturity Date. (a) The Company After the Separation Date, the Borrower may, by sending an delivery of a Maturity Date Extension Letter Request to CBNA the Administrative Agent (in which case CBNA shall promptly deliver a copy to each of the Lenders), during the period of ) not less than 30 45 days and not more than 60 75 days prior to any anniversary of the Effective Availability Date, request that the Lenders extend the Maturity Date at for an additional period of one year. Each Lender shall, by notice to the time in effect Borrower and the Administrative Agent given not later than the 20th day after the date of the Administrative Agent’s receipt of the Maturity Date Extension Request from the Borrower, advise the Borrower whether or not it agrees to the requested extension (each Lender agreeing to a requested extension being called a “Consenting Lender”, and each Lender declining to agree to a requested extension being called a “Declining Lender”). Any Lender that has not so advised the Borrower and the Administrative Agent by such day shall be deemed to have declined to agree to such extension and shall be a Declining Lender. If Lenders constituting the Required Lenders shall have agreed to a Maturity Date Extension Request, then the Maturity Date shall, as to the Consenting Lenders, be extended to the first anniversary of the Maturity Date then theretofore in effect. Each Lender, acting in its sole discretion, shall, by notice The decision to CBNA given not more than 20 days after the date of the agree or withhold agreement to any Maturity Date Extension Letter, advise CBNA in writing whether or not such Lender agrees to such extension (each Lender that so advises CBNA that it will not extend the Maturity Date, being referred to herein as a “Non-extending Lender”); provided that any Lender that does not advise CBNA by the 20th day after the date of the Extension Letter Request shall be deemed to be a Non-extending at the sole discretion of each Lender. The election Commitment of any Lender to agree to such extension shall not obligate any other Lender to agree. (i) If Lenders holding Commitments that aggregate more than 50% of the total Commitments on the 20th day after the date of the Extension Letter shall not have agreed to extend the Maturity Date, then the Maturity Date shall not be so extended and the outstanding principal balance of all Loans and other amounts payable hereunder shall be payable on such Maturity Date. (ii) If (and only if) Lenders holding Commitments that aggregate more than 50% of the total Commitments on the 20th day after the date of the Extension Letter shall have agreed to extend the Maturity Date, then the Maturity Date applicable to the Lenders that shall so have agreed shall be the first anniversary of the current Maturity Date. In the event of such extension, the Commitment of each Non-extending Declining Lender shall terminate on the Maturity Date in effect prior to giving effect to any such extensionextension (such Maturity Date being called the “Existing Maturity Date”). The principal amount of any outstanding Loans made by Declining Lenders, all Loans together with any accrued interest thereon and any accrued fees and other amounts payable hereunder to or for the account of such Non-extending Declining Lenders hereunder, shall become be due and payable on such the Existing Maturity Date, and on the Existing Maturity Date the Borrower shall also make such other prepayments of their Loans pursuant to Section 2.11 as shall be required in order that, after giving effect to the termination of the Commitments of, and all payments to, Declining Lenders pursuant to this sentence, the total Commitment Credit Exposures would not exceed the total Commitments. Notwithstanding the foregoing provisions of the Lenders hereunder shall be reduced by the Commitments of Non-extending Lenders so terminated on such Maturity Date. (c) In the event that the conditions of clause (ii) of paragraph (b) above have been satisfiedthis paragraph, the Company Borrower shall have the right on or before the Maturity Date right, pursuant to and in effect accordance with Section 2.19(b), at any time prior to the requested extension, at its own expenseExisting Maturity Date, to require any Non-extending replace a Declining Lender to transfer and assign without recourse (except as to title and the absence of Liens created by it) (in accordance with and subject to the restrictions contained in Section 8.4) all its interests, rights and obligations under this Agreement to one or more banks a Lender or other financial institutions identified institution that will agree to the Non-extending Lender, which may include any Lender which agrees to accept such transfer and assignment (each an “Additional Commitment Lender”), provided that (x) such Additional Commitment Lender, if not already a Lender hereunder, shall be subject to the approval of CBNA and the Company (such approvals not to be unreasonably withheld), (y) such assignment shall become effective as of a date specified by the Company (which shall not be later than the applicable Maturity Date in effect prior to the requested extension) Extension Request, and (z) the Additional Commitment any such replacement Lender shall pay to such Non-extending Lender in immediately available funds on the effective date of such assignment the principal of and interest accrued to the date of payment on the Loans made by it hereunder and for all other amounts accrued for its account or owed to it hereunderpurposes constitute a Consenting Lender. Notwithstanding the foregoing, (a) the Availability Period and the Maturity Date (without taking into consideration any extension pursuant to this Section 2.09), as such terms are used in reference to any Issuing Bank or any Letters of Credit issued by such Issuing Banks, may not be extended without the prior written consent of such Issuing Bank (it being understood and agreed that, in the event any Issuing Bank shall not have consented to any such extension, (i) such Issuing Bank shall continue to have all the rights and obligations of an Issuing Bank hereunder through the Existing Maturity Date (or the Availability Period determined on the basis thereof, as applicable), and thereafter shall have no obligation to issue, amend, extend or renew any Letter of Credit (but shall, in each case, continue to be entitled to the benefits of Sections 2.05, 2.15, 2.17, 10.03 and 10.09, as applicable, as to Letters of Credit issued prior to such time), and (ii) the Borrower shall cause the LC Exposure attributable to Letters of Credit issued by such Issuing Bank to be zero no later than the day on which such LC Exposure would have been required to have been reduced to zero in accordance with the terms hereof without giving effect to any effectiveness of the extension of the applicable Existing Maturity Date pursuant to this paragraph (and, in any event, no later than the Existing Maturity Date)) and (b) no extension of the Maturity Date pursuant to this paragraph shall become effective unless, unless on the anniversary of the Availability Date that immediately follows the date on which the Borrower delivers the applicable Maturity Date in effect prior to the requested extension Extension Request, the conditions set forth in paragraphs (a) and (b) of Section 4.2 4.03 shall be satisfied or waived (with all references in such paragraphs Section to a Borrowing being deemed to be references to such extension and without giving effect to the current Maturity Dateparenthetical in Section 4.03(a)) and CBNA and, if reasonably requested by the Administrative Agent, the Administrative Agent shall have received a certificate to that effect dated such Maturity Date date and executed by a Financial Officer of the CompanyBorrower as well as documents consistent with those delivered under Sections 4.01(b) and 4.01(c) as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such extension.

Extension of Maturity Date. (a) The Company Borrower may, by sending an Extension Letter notice to CBNA the Agent (in which case CBNA shall promptly deliver a copy to each of the Lenders), during the period of not less than 30 days and ) given not more than 60 days prior to any anniversary of the Effective Datedate hereof while the Commitments remain in effect, request that the Lenders extend the Maturity Date at for an additional one year period (but in no event beyond the time in effect to the first fifth anniversary of the Closing Date) from the Maturity Date then in effecteffect (the "Existing Maturity Date"). Each Lender, acting in its sole discretion, Lender shall, by notice to CBNA the Borrower and the Agent given not more later than 20 days the 10th Business Day after the date of the Extension LetterBorrower's notice, advise CBNA in writing the Borrower whether or not such Lender agrees to such extension (each Lender that so advises CBNA that it will not extend the Maturity Date, being referred to herein as a “Non-extending Lender”); provided that and any Lender that does not so advise CBNA by the 20th Borrower on or before such day after the date of the Extension Letter shall be deemed to be a Non-extending Lender. The election of any Lender to have advised the Borrower that it will not agree to such extension shall not obligate any other Lender to agreeextension). (i) If Lenders holding Commitments that aggregate more than 50% of the total Commitments on the 20th day after the date of the Extension Letter shall not have agreed to extend the Maturity Date, then the Maturity Date shall not be so extended and the outstanding principal balance of all Loans and other amounts payable hereunder shall be payable on such Maturity Date. (iib) If (and only if) Lenders holding Commitments that aggregate more than 50represent at least 60% of the total Commitments on the 20th 60th day after prior to the applicable anniversary of the date of the Extension Letter hereof shall have agreed to extend the Existing Maturity DateDate (such Lenders being called the "Continuing Lenders"), then (i) the Maturity Date shall be extended to the first anniversary of the Existing Maturity Date (provided, that if such date is not a Business Day, then the Maturity Date applicable to the Lenders that shall as so have agreed extended shall be the first anniversary of the current Maturity Date. In the event of such extensionnext following Business Day), and (ii) the Commitment of each Non-extending Lender that is not a Continuing Lender shall terminate on the Existing Maturity Date in effect prior to (with the result that the total Commitments will decrease by the amount of such extensionCommitment), and all Loans and other amounts payable hereunder to of each such Non-extending Lenders Lender shall become due and payable on such Maturity Date and the total Commitment of the Lenders hereunder shall be reduced by the Commitments of Non-extending Lenders so terminated on such Maturity Date. (c) In the event that the conditions of clause (ii) of paragraph (b) above have been satisfiedpayable, the Company shall have the right on or before the 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 (except as to title and the absence of Liens created by it) (in accordance together with and subject to the restrictions contained in Section 8.4) 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 which agrees to accept such transfer and assignment (each an “Additional Commitment Lender”), provided that (x) such Additional Commitment Lender, if not already a Lender hereunder, shall be subject to the approval of CBNA and the Company (such approvals not to be unreasonably withheld), (y) such assignment shall become effective as of a date specified by the Company (which shall not be later than the Maturity Date in effect prior to the requested extension) and (z) the Additional Commitment Lender shall pay to such Non-extending Lender in immediately available funds on the effective date of such assignment the principal of and interest accrued to the date of payment on the Loans made by it hereunder thereon and all other amounts accrued for its account or owed to it such Lender hereunder, on the Existing Maturity Date. Notwithstanding the foregoing, no extension of the Maturity Date shall become be effective with respect to any Lender unless, on and as of the Existing Maturity Date in effect prior to the requested extension Date, the conditions set forth in paragraphs (ab) and (bc) of Section 4.2 4.01 shall be satisfied or waived (with all references in such paragraphs to a Borrowing being deemed to be references to the current Maturity Datesuch extension) and CBNA the Agent shall have received a certificate to that effect dated such the Existing Maturity Date and executed by a Financial Officer of the CompanyBorrower.

Extension of Maturity Date. The Borrower shall have the right once each calendar year to request one-year extensions of the Maturity Date of the Revolving Loans and/or the Term Loans, respectively (or such later respective dates to which the applicable Maturity Date may be extended as provided herein), provided that no Default or Event of Default has occurred and is then continuing. The Borrower shall request such extension by written notice to the Administrative Agent delivered (a) The Company may, by sending an Extension Letter to CBNA no earlier than thirty (in which case CBNA shall promptly deliver a copy to each of the Lenders), during the period of not less than 30 days and not more than 60 30) days prior to any anniversary of the Effective Date, request that the Lenders extend the Maturity Date at the time in effect to the first anniversary of the Effective Date and (b) no later than thirty (30) days prior to the original Maturity Date then in effect(or, as applicable, the extended Maturity Date) of the applicable Loans; provided that such notice is delivered no earlier than sixty (60) days prior to the original Maturity Date (or, as applicable, the extended Maturity Date) of the applicable Loans. Each Lender, acting in its sole discretion, shall, by notice request to CBNA given not more than 20 days after the date of the Extension Letter, advise CBNA in writing whether or not such Lender agrees to such extension (each Lender that so advises CBNA that it will not extend the Maturity Date, being referred to herein as a “Non-extending Lender”); provided that any Lender that does not advise CBNA by the 20th day after the date Date of the Extension Letter Revolving Loans shall be deemed to be a Non-extending Lender. The election require the consent of any Lender to agree to such extension shall not obligate any other Lender to agree. (i) If Lenders holding Commitments that aggregate having Revolving Loans representing more than 50% of the sum of the then aggregate outstanding principal amount of the Revolving Loans and unused Revolving Commitments; provided that the Revolving Commitment of, and the portion of the total Revolving Loans held or deemed held by, any Defaulting Lender shall be excluded for the purposes of making a determination of the requisite Lenders having Revolving Loans and unused Revolving Commitments. Each request to extend the Maturity Date of the Term Loans shall require the consent of Lenders having Term Loans representing more than 50% of the then aggregate outstanding principal amount of the Term Loans; provided that the portion of the total Term Loans held or deemed held by any Defaulting Lender shall be excluded for the purposes of making a determination of the requisite Lenders having Term Loans. No Lender of Revolving Loans shall have any obligation to consent to an extension of the Maturity Date of the Revolving Loans and, if any Lender or Lenders of Revolving Loans do not consent to such an extension, the Revolving Commitments of such non-consenting Lender or Lenders shall terminate, and their Revolving Loans shall be due, in each case, on the 20th day after the date then effective Maturity Date of the Extension Letter Revolving Loans without giving effect to such extension. No Lender of Term Loans shall have any obligation to consent to an extension of the Maturity Date of the Term Loans and, if any Lender or Lenders of Term Loans do not have agreed consent to such an extension, their Term Loans shall be due on the then effective Maturity Date of the Term Loans without giving effect to such extension. If any Lender does not consent to a request to extend the Maturity Date, then the Maturity Date shall not be so extended and the outstanding principal balance of all Loans and other amounts payable hereunder shall be payable on such Maturity Date. (ii) If (and only if) Lenders holding Commitments that aggregate more than 50% of the total Commitments on the 20th day after the date of the Extension Letter shall have agreed to extend the Maturity Date, then the Maturity Date applicable to the Lenders that shall so have agreed shall be the first anniversary of the current Maturity Date. In the event of such extension, the Commitment of each Non-extending Lender shall terminate on the Maturity Date in effect prior to such extension, all Loans and other amounts payable hereunder to such Non-extending Lenders shall become due and payable on such Maturity Date and the total Commitment of the Lenders hereunder shall be reduced by the Commitments of Non-extending Lenders so terminated on such Maturity Date. (c) In the event that the conditions of clause (ii) of paragraph (b) above have been satisfied, the Company shall have the right on or before the Maturity Date in effect prior to the requested extensionBorrower may, at its own expense, to require any Nonreplace such non-extending consenting Lender to transfer and assign without recourse (except as to title and the absence of Liens created by it) (in accordance with and subject pursuant to the restrictions contained in Section 8.4) 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 which agrees to accept such transfer and assignment (each an “Additional Commitment Lender”), provided that (x) such Additional Commitment Lender, if not already a Lender hereunder, shall be subject to the approval of CBNA and the Company (such approvals not to be unreasonably withheld), (y) such assignment shall become effective as of a date specified by the Company (which shall not be later than the Maturity Date in effect prior to the requested extension) and (z) the Additional Commitment Lender shall pay to such Non-extending Lender in immediately available funds on the 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 owed to it hereunder. Notwithstanding the foregoing, no extension of the Maturity Date shall become effective unless, on the Maturity Date in effect prior to the requested extension the conditions set forth in paragraphs (a) and (b) provisions of Section 4.2 shall be satisfied or waived (with all references in such paragraphs to a Borrowing being deemed to be references to the current Maturity Date) and CBNA shall have received a certificate to that effect dated such Maturity Date and executed by a Financial Officer of the Company2.19.

Extension of Maturity Date. (a) The Company may, by sending Borrower may request an Extension Letter to CBNA (in which case CBNA shall promptly deliver a copy to each of the Lenders), during the period of not less than 30 days and not more than 60 days prior to any anniversary of the Effective Date, request that the Lenders extend the Maturity Date at the time in effect to the first anniversary extension of the Maturity Date then by submitting a request for an extension to Lender (an “Extension Request”) no more than sixty (60) days prior to the current Maturity Date. The Extension Request must specify the new Maturity Date requested by Borrower and the date (which must be at least thirty (30) days after the Extension Request is delivered to Lender) as of which Lender must respond to the Extension Request (the “Extension Date”). The new Maturity Date shall be no more than 364 days after the Maturity Date in effecteffect at the time the Extension Request is received, including such Maturity Date as one of the days in the calculation of the days elapsed. Each Promptly upon receipt of an Extension Request, Lender shall endeavor in good faith to notify the Other Banks (as hereinafter defined) of the contents thereof (provided it shall not be liable to Borrower, the Other Banks, or any other Person for its failure to do so). If Lender fails to respond to an Extension Request by the Extension Date, Lender shall be deemed to have denied the Extension Request. If Lender, acting in its sole discretion, shall, by notice decides to CBNA given not more than 20 days after the date of approve the Extension LetterRequest, advise CBNA Lender shall deliver its written consent to Borrower, and endeavor in writing whether or not such Lender agrees good faith to notify the Other Banks of such extension (each Lender that so advises CBNA that it will not extend the Maturity Date, being referred to herein as a “Non-extending Lender”); provided that any Lender that does not advise CBNA by the 20th day after the date of no later than the Extension Letter shall 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. Date (i) If Lenders holding Commitments that aggregate more than 50% of the total Commitments on the 20th day after the date of the Extension Letter shall not have agreed to extend the Maturity Date, then the Maturity Date provided it shall not be so extended and liable to Borrower, the outstanding principal balance of all Loans and Other Banks, or any other amounts payable hereunder shall be payable on such Maturity Date. (ii) Person for its failure to do so). If (and only if) Lenders holding Commitments that aggregate more than 50% if the consent of each of the total Commitments on Other Banks to the 20th day after the date of the Extension Letter shall have agreed to extend the Maturity Date, then the same new Maturity Date applicable to the Lenders that shall so have agreed shall be the first anniversary of the current Maturity Date. In the event of such extension, the Commitment of each Non-extending is received by Borrower and Lender shall terminate on the Maturity Date in effect prior to such extension, all Loans and other amounts payable hereunder to such Non-extending Lenders shall become due and payable on such Maturity Date and the total Commitment of the Lenders hereunder shall be reduced by the Commitments of Non-extending Lenders so terminated on such Maturity Date. (c) In the event that the conditions of clause (ii) of paragraph (b) above have been satisfied, the Company shall have the right on or before the Extension Date, the Maturity Date specified in effect prior to the requested extension, at its own expense, to require any Non-extending Lender to transfer and assign without recourse (except as to title and the absence of Liens created by it) (in accordance with and subject to the restrictions contained in Section 8.4) 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 which agrees to accept such transfer and assignment (each an “Additional Commitment Lender”), provided that (x) such Additional Commitment Lender, if not already a Lender hereunder, shall be subject to the approval of CBNA and the Company (such approvals not to be unreasonably withheld), (y) such assignment Extension Request shall become effective as of a date specified by at the Company (which shall not be later than the Maturity Date in effect prior to the requested extension) and (z) the Additional Commitment Lender shall pay to such Non-extending Lender in immediately available funds on the 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 owed to it hereunder. Notwithstanding the foregoing, no extension expiration of the Maturity Date shall become effective unless, on the Maturity Date in effect prior to the requested extension the conditions set forth in paragraphs (a) and (b) of Section 4.2 shall be satisfied or waived (with all references in such paragraphs to a Borrowing being deemed to be references to the current existing Maturity Date) and CBNA shall have received a certificate to that effect dated such Maturity Date and executed by a Financial Officer of the Company.

Extension of Maturity Date. (a) The At any time following the Effective Date, the Company may, by sending an Extension Letter upon notice to CBNA the Administrative Agent (in which case CBNA shall promptly deliver a copy to each of notify the Lenders), during the period of not less than 30 days and not more than 60 days prior to any anniversary of the Effective Date, request that the Lenders extend the Maturity Date at the time in effect to the first anniversary a one-year extension of the Maturity Date then in effect. Each Lender, acting in its sole discretion, shall, by notice to CBNA given not more than 20 days after the date of the Extension Letter, advise CBNA in writing whether or not such Lender agrees to such extension effect (each Lender that so advises CBNA that it will not extend the Maturity Date in effect at such time being the “Existing Maturity Date”, and the extension thereof being referred to herein as a “Non-extending LenderMaturity Date Extension”); provided that (i) such request may be made on not more than two occasions during the term of this Agreement and (ii) after giving effect to any Maturity Date Extension, the Maturity Date shall be no later than the date that is five years after the applicable Extension Effective Date. Within 10 days of delivery of such notice, each Lender shall notify the Administrative Agent whether or not it consents to such extension (which consent may be given or withheld in such Lender’s sole and absolute discretion). Any Lender not responding within the above time period shall be deemed not to have consented to such extension. The Administrative Agent shall promptly notify the Company of the Lenders’ responses. (b) The Maturity Date shall be extended, as of the applicable Extension Effective Date, only if the Required Lenders (calculated excluding, for the avoidance of doubt, any Defaulting Lender and after giving effect to any replacements of Lenders permitted herein) have consented thereto (the Lenders that does so consent being the “Extending Lenders”, and the Lenders that do not advise CBNA by consent being the 20th day after “Non-Extending Lenders”). If so extended, the Maturity Date, as to the Extending Lenders, shall be extended to the same date in the year following the applicable Existing Maturity Date. The Administrative Agent and the Company shall promptly notify the Lenders that the Required Lenders (calculated as set forth above) have consented to any Maturity Date Extension and notify the Lenders of the date of the closing and effectiveness of such Maturity Date Extension Letter (such date being an “Extension Effective Date”) and the Maturity Date after giving effect to such Maturity Date Extension; provided that no Maturity Date Extension shall become effective unless (i) no Default or Event of Default shall have occurred and be continuing on the applicable Extension Effective Date, both immediately prior to and immediately after giving effect to such Maturity Date Extension and the making of Loans and issuance of Letters of Credit thereunder to be made on such date, (ii) on the Extension Effective Date, the representations and warranties of the Company set forth in the Loan Documents shall be deemed true and correct (A) in the case of the representations and warranties qualified as to materiality, Material Adverse Effect or similar language, in all respects (after giving effect to such qualification) and (B) otherwise, in all material respects, in each case on and as of such date, except in the case of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty shall be a Non-extending Lenderso true and correct on and as of such prior date, and (iii) the Company shall have delivered to the Administrative Agent such board resolutions, secretary’s certificates, officer’s certificates and good standing certificates (to the extent such concept is applicable in the applicable jurisdiction) as shall reasonably be requested by the Administrative Agent in connection with such Maturity Date Extension. The election Administrative Agent may, without the consent of any Lender to agree to such extension shall not obligate any other Lender to agree. (i) If Lenders holding Commitments that aggregate more than 50% but with the consent of the total Commitments on Company), effect such amendments to this Agreement and the 20th day after other Loan Documents as may be necessary or appropriate, in the date opinion of the Extension Letter shall not have agreed Administrative Agent, to extend the Maturity Date, then the Maturity Date shall not be so extended and the outstanding principal balance of all Loans and other amounts payable hereunder shall be payable on such Maturity Date. (ii) If (and only if) Lenders holding Commitments that aggregate more than 50% of the total Commitments on the 20th day after the date of the Extension Letter shall have agreed to extend the Maturity Date, then the Maturity Date applicable give effect to the Lenders that shall so have agreed shall be the first anniversary provisions of the current Maturity Date. In the event of such extension, the Commitment of each Non-extending Lender shall terminate on the Maturity Date in effect prior to such extension, all Loans and other amounts payable hereunder to such Non-extending Lenders shall become due and payable on such Maturity Date and the total Commitment of the Lenders hereunder shall be reduced by the Commitments of Non-extending Lenders so terminated on such Maturity Datethis Section 2.19. (c) In the event that the conditions The principal amount of clause (ii) of paragraph (b) above have been satisfied, the Company shall have the right on or before the Maturity Date in effect prior to the requested extension, at its own expense, to require any outstanding Loans made by any Non-extending Lender Extending Lenders, together with accrued interest thereon and any accrued fees and other amounts (including pursuant to transfer and assign without recourse (except as Section 2.15) payable to title and or for the absence account of Liens created by it) (in accordance with and subject to the restrictions contained in Section 8.4) all its interests, rights and obligations under this Agreement to one or more banks or other financial institutions identified to the such Non-extending Lender, which may include any Lender which agrees to accept such transfer and assignment (each an “Additional Commitment Lender”), provided that (x) such Additional Commitment Lender, if not already a Lender Extending Lenders hereunder, shall be subject to due and payable on the approval of CBNA applicable Existing Maturity Date, and the Company shall make such other prepayment of Loans outstanding on the applicable Existing Maturity Date (such approvals not and pay any additional amounts required pursuant to be unreasonably withheld), (ySection 2.15) such assignment shall become to the extent necessary to keep outstanding Loans ratable with any revised and new Applicable Percentages of all the Lenders effective as of a date specified by the Company applicable Existing Maturity Date. For the avoidance of doubt, on the applicable Existing Maturity Date, the Credit Exposures and the Applicable Percentages of all the Lenders shall automatically (which shall not without any further action) be later than the adjusted to give effect to such Maturity Date in effect prior to the requested extension) and (z) the Additional Commitment Lender shall pay to such Non-extending Lender in immediately available funds on the 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 owed to it hereunderExtension. Notwithstanding the foregoing, no extension of the Maturity Date and the Availability Period, as such terms are used in reference to any Issuing Bank or any Letter of Credit issued by such Issuing Bank or in reference to any Swingline Lender or any Swingline Loans made by such Swingline Lender, may not be extended with respect to any Issuing Bank or Swingline Lender without the prior written consent of such Issuing Bank or Swingline Lender (such consent to be withheld or provided in its sole and absolute discretion), as applicable (it being understood and agreed that, in the event any Issuing Bank or Swingline Lender, as applicable, shall become effective unlessnot have consented to any Maturity Date Extension, (A) such Issuing Bank shall continue to have all the rights and obligations of an Issuing Bank hereunder, and such Swingline Lender shall continue to have all the rights and obligations of a Swingline Lender hereunder, in each case through the applicable Existing Maturity Date (or the Availability Period determined on the basis thereof, as applicable), and thereafter shall have no obligation to issue, amend, renew or extend any Letter of Credit or make any Swingline Loan, as applicable (but shall continue to have all the rights of an Issuing Bank or Swingline Lender, as the case may be, under this Agreement with respect to Letters of Credit issued by it or Swingline Loans made by it, as applicable, prior to such time), and (B) the Company shall cause the LC Exposure attributable to Letters of Credit issued by such Issuing Bank to be zero no later than the day on which such LC Exposure would have been required to have been reduced to zero in accordance with the terms hereof without giving effect to such Maturity Date Extension (and, in effect prior to any event, no later than the requested extension the conditions set forth in paragraphs (a) and (b) of Section 4.2 shall be satisfied or waived (with all references in such paragraphs to a Borrowing being deemed to be references to the current applicable Existing Maturity Date) and CBNA shall have received a certificate to that effect dated repay the principal amount of all outstanding Swingline Loans made by such Swingline Lender, together with any accrued interest thereon, on the applicable Existing Maturity Date and executed by a Financial Officer of the CompanyDate.

Extension of Maturity Date. (a) The Company may, by sending an Extension Letter At any time not earlier than 90 days prior to CBNA (the anniversary date of this agreement in which case CBNA shall promptly deliver a copy to each of the Lenders), during the period of not less than 30 days and not more year nor later than 60 days prior to any the anniversary date of this agreement in each year, the Effective DateBorrower may, by written request to the Administrative Agent (the “Extension Request”), request that this agreement be amended to extend the then current Maturity Date to a date up to one year later than the then current Maturity Date. A copy of the Extension Request shall be provided by the Administrative Agent to each of the Lenders extend the Maturity Date at the time in effect to the first anniversary of the Maturity Date then in effectaccordance with Section 14.18. Each LenderLender may, acting in its sole discretion, shalldiscretion and regardless of whether or not there is any Default hereunder, by written notice to CBNA given the Administrative Agent (the “Extension Response Notice”), not more later than 20 25 days after the date receipt of the Extension LetterRequest (the “Extension Response Period”), advise CBNA in writing whether approve or decline the Extension Request. If any Lender does not provide an Extension Response Notice within the Extension Response Period, such Lender agrees to such extension (each Lender that so advises CBNA that it will not extend the Maturity Date, being referred to herein as a “Non-extending Lender”); provided that any Lender that does not advise CBNA by the 20th day after the date of the Extension Letter shall 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. (i) If Lenders holding Commitments that aggregate more than 50% of the total Commitments on the 20th day after the date of have declined the Extension Letter Request. If the Majority Lenders approve the Extension Request, the Administrative Agent shall not have agreed to extend notify the Borrower and the Lenders of such approval and confirm the new Maturity Date, which new Maturity Date shall become effective on and from the then current Maturity Date. If the Majority Lenders do not approve the Extension Request, the Administrative Agent shall notify the Borrower and the Lenders and the Maturity Date shall not be so extended and the outstanding principal balance of all Loans and other amounts payable hereunder shall be payable on such Maturity Dateextended. (iib) If (and only if) the Majority Lenders holding Commitments that aggregate more but less than 50% of the total Commitments on the 20th day after the date of the Extension Letter shall have agreed to extend the Maturity Date, then the Maturity Date applicable to the Lenders that shall so have agreed shall be the first anniversary of the current Maturity Date. In the event of such extension, the Commitment of each Non-extending Lender shall terminate on the Maturity Date in effect prior to such extension, all Loans and other amounts payable hereunder to such Non-extending Lenders shall become due and payable on such Maturity Date and the total Commitment of the Lenders hereunder approve the Extension Request within the Extension Response Period (the “Approving Lenders”), the following shall be reduced by the Commitments of Non-extending Lenders so terminated on such Maturity Date.apply: (ci) In On or before the event second Banking Day after the Extension Response Period, the Administrative Agent shall give written notice (the “Acquisition Request Notice”) to the Borrower and each Lender identifying the Approving Lenders and Lender or Lenders that have declined or are deemed to have declined the conditions of clause Extension Request (the “Declining Lenders”) and their respective Individual Commitments. 74 (ii) Any Approving Lender may, at its option, acquire all or any portion of paragraph the rights and obligations of the Declining Lenders under the Credit Documents (ball of such rights and obligations being herein called the “Available Amount”) above have been satisfiedby giving written notice to the Administrative Agent (an “Acquisition Notice”) of the portion of the Available Amount which it is prepared to acquire (the “Desired Acquisition Amount”). Such Acquisition Notice shall be given within 10 days following the giving of the Acquisition Request Notice (such deadline being herein called the “Acquisition Deadline”). If only one Approving Lender gives an Acquisition Notice to the Administrative Agent or if more than one Approving Lender gives an Acquisition Notice to the Administrative Agent but the aggregate of their Desired Acquisition Amounts is less than or equal to the Available Amount, then each such Approving Lender shall be entitled to acquire its Desired Acquisition Amount of the rights and obligations of the Declining Lenders under the Credit Documents. If more than one Approving Lender gives an Acquisition Notice to the Administrative Agent and the aggregate of the Desired Acquisition Amounts is greater than the Available Amount, then each such Approving Lender shall be entitled to acquire a pro rata share of the rights and obligations of the Declining Lenders under the Credit Documents, such pro rata share being determined based on the relative Desired Acquisition Amount of each such Approving Lender. On or before the second Banking Day following the Acquisition Deadline, the Company Administrative Agent shall have give to the right Borrower and each Lender a written notice identifying the Available Amount of each Declining Lender and the portion thereof to be acquired by each Approving Lender. Each of such acquisition shall be completed on or before the Maturity Date in effect date which is at least one year prior to the requested extension, at its own expense, then current Maturity Date (without giving effect to require any Non-extending Lender to transfer and assign without recourse (except as to title and the absence of Liens created by itExtension Request) (in accordance with the procedures set out in Section 16.5(c). If the Available Amount is not completely acquired by the Approving Lenders, the Borrower may locate other Persons (“Substitute Lenders”) who qualify as Lenders, are satisfactory to the Administrative Agent and the Issuing Lenders, acting reasonably, and who acquire all or a portion of the balance of the rights and obligations of the Declining Lenders under the Loan Documents on the date which is two years prior to the then current Maturity Date (without giving effect to the Extension Request) in accordance with the procedures set out in Section 16.5(c). Any outstanding credit extended by the Declining Lenders to the Borrower which is not so acquired by Approving Lenders or Substitute Lenders shall remain outstanding hereunder subject to the restrictions contained in Section 8.4) all its interests, rights terms and obligations under this Agreement to one or more banks or other financial institutions identified conditions hereof but shall be repaid by the Borrower to the Non-extending Lender, which may include any Declining Lender which agrees to accept such transfer and assignment in full on the then current Maturity Date (each an “Additional Commitment Lender”), provided that (x) such Additional Commitment Lender, if not already a Lender hereunder, shall be subject without giving effect to the approval of CBNA and the Company (such approvals not to be unreasonably withheldExtension Request), (y) such assignment shall become effective as of a date specified by the Company (which shall not be later than the Maturity Date in effect prior to the requested extension) and (z) the Additional Commitment Lender shall pay to such Non-extending Lender in immediately available funds on the 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 owed to it hereunder. Notwithstanding the foregoing, no extension of the Maturity Date shall become effective unless, on the Maturity Date in effect prior to the requested extension the conditions set forth in paragraphs (a) and (b) of Section 4.2 shall be satisfied or waived (with all references in such paragraphs to a Borrowing being deemed to be references to the current Maturity Date) and CBNA shall have received a certificate to that effect dated such Maturity Date and executed by a Financial Officer of the Company.

Extension of Maturity Date. (a) The Company mayUpon written notice by the Borrowers to the Lender given at any time before September 8 in each year, by sending an Extension Letter to CBNA (the Borrowers may request in which case CBNA shall promptly deliver a copy to each writing that the Lender extend the then scheduled Maturity Date of the LendersFacility by one year (the extended maturity date referred to as the “Extended Maturity Date”), during the period of not less than 30 days and not more than 60 days prior to any anniversary of the Effective Date, request that the Lenders extend the Maturity Date at the time in effect to the first anniversary of the Maturity Date then in effect. Each Lender, The Lender (acting in its sole discretion, shall, by notice ) shall advise the Borrowers in writing as to CBNA given not more than 20 days after whether it agrees to extend the maturity date of the Extension LetterFacility in accordance with any such request within thirty days following receipt of such written notice, advise CBNA in writing whether or not such Lender agrees to such extension (each Lender that so advises CBNA that it will not extend the Maturity Date, being referred to herein as a “Non-extending Lender”); provided that any in the event the Lender that does not so advise CBNA by the 20th Lender within such thirty day after period, the date of the Extension Letter Lender shall be deemed to be a Non-extending have advised the Borrowers that it is not prepared to extend the maturity date. Any such extension, if consented to by the Lender. The election , is subject to the satisfaction of the following conditions: (a) the Borrowers paying to the Lender on the then Scheduled Maturity Date or the then existing Extended Maturity Date, as applicable, an extension fee in an amount set forth for such purpose in the Additional Terms Agreement (or such other fee as the Lender may require in respect of any Lender to agree to such extension shall not obligate any other Lender to agree. (i) If Lenders holding Commitments that aggregate more than 50% of the total Commitments on maturity date requested hereunder after the 20th day after first extension of the maturity date), and (b) no Default or Event of Default existing and all of the representations and warranties set out in Article 3 of this Agreement being true and correct as of the date of such extension request as if made on such date except for transactions that were entered into in compliance with this Agreement and changes thereto that were approved in writing by the Extension Letter shall Lender, and such written extension request contains a statement to this effect. In the event the Lender elects at any time not have agreed to extend the Maturity Date, then the Maturity Date shall not be so extended and the outstanding principal balance of all Loans and other amounts payable hereunder shall be payable on such Maturity Date. (ii) If (and only if) Lenders holding Commitments that aggregate more than 50% of the total Commitments on the 20th day after the date of the Extension Letter Borrowers shall have agreed no further right to extend the Maturity Date, then the Maturity Date applicable to the Lenders that shall so have agreed shall be the first anniversary of the current Maturity Date. In the event of such extension, the Commitment of each Non-extending Lender shall terminate on the Maturity Date in effect prior to such extension, all Loans and other amounts payable hereunder to such Non-extending Lenders shall become due and payable on such Maturity Date and the total Commitment of the Lenders hereunder shall be reduced by the Commitments of Non-extending Lenders so terminated on such Maturity Date. (c) In the event that the conditions of clause (ii) of paragraph (b) above have been satisfied, the Company shall have the right on or before the 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 (except as to title and the absence of Liens created by it) (in accordance with and subject to the restrictions contained in Section 8.4) 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 which agrees to accept such transfer and assignment (each request an “Additional Commitment Lender”), provided that (x) such Additional Commitment Lender, if not already a Lender hereunder, shall be subject to the approval of CBNA and the Company (such approvals not to be unreasonably withheld), (y) such assignment shall become effective as of a date specified by the Company (which shall not be later than the Maturity Date in effect prior to the requested extension) and (z) the Additional Commitment Lender shall pay to such Non-extending Lender in immediately available funds on the 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 owed to it hereunder. Notwithstanding the foregoing, no extension of the Maturity Date shall become effective unless, on the Maturity Date in effect prior to the requested extension the conditions set forth in paragraphs (a) and (b) of Section 4.2 shall be satisfied or waived (with all references in such paragraphs to a Borrowing being deemed to be references to the current Maturity Date) and CBNA shall have received a certificate to that effect dated such Maturity Date and executed by a Financial Officer of the Company.

Extension of Maturity Date. (a) The Company Borrower may, by sending delivering an Extension Letter Request to CBNA the Administrative Agent (in which case CBNA who shall promptly deliver a copy to each of the Lenders), during the period of not less than 30 days and not more than 60 days prior to any anniversary in advance of the Effective Maturity Date in effect at such time (the “Existing Maturity Date”), request that the Lenders extend the Existing Maturity Date at the time in effect to the first anniversary of the such Existing Maturity Date then in effectDate. Each Lender, acting in its sole discretion, shall, by written notice to CBNA the Administrative Agent given not more later than the date that is the 20 days day after the date of the Extension LetterRequest, or if such date is not a Business Day, the immediately following Business Day (the “Response Date”), advise CBNA the Administrative Agent in writing whether or not such Lender agrees to such extension (each the requested extension. Each Lender that so advises CBNA the Administrative Agent that it will not extend the Existing Maturity Date, being Date is referred to herein as a “Non-extending Lender”); provided provided, that any Lender that does not advise CBNA the Administrative Agent of its consent to such requested extension by the 20th day after Response Date and any Lender that is a Defaulting Lender on the date of the Extension Letter Response Date shall be deemed to be a Non-extending Lender. The Administrative Agent shall notify the Borrower, in writing, of the Lenders’ elections promptly following the Response Date. The election of any Lender to agree to such an extension shall not obligate any other Lender to so agree. The Maturity Date may be extended no more than two times pursuant to this Section 2.21. (b) (i) If If, by the Response Date, Lenders holding Commitments that aggregate more than 50% or more of the total Commitments on the 20th day after the date of the Extension Letter shall not have agreed to extend the Maturity Dateconstitute Non-extending Lenders, then the Existing Maturity Date shall not be so extended and the outstanding principal balance of all Loans and other amounts payable hereunder shall be payable on such Maturity Date. (ii) If (payable, and only if) Lenders holding the Commitments that aggregate more than 50% of the total Commitments shall terminate, on the 20th day after the date of the Extension Letter shall have agreed to extend the Maturity Date, then the Maturity Date applicable to the Lenders that shall so have agreed shall be the first anniversary of the current Maturity Date. In the event of such extension, the Commitment of each Non-extending Lender shall terminate on the Existing Maturity Date in effect prior to such extension, all Loans and other amounts payable hereunder to such Non-extending Lenders shall become due and payable on such Maturity Date and the total Commitment of the Lenders hereunder shall be reduced by the Commitments of Non-extending Lenders so terminated on such Maturity Date. (c) In the event that the conditions of clause (ii) of paragraph (b) above have been satisfied, the Company shall have the right on or before the 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 (except as to title and the absence of Liens created by it) (in accordance with and subject to the restrictions contained in Section 8.4) 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 which agrees to accept such transfer and assignment (each an “Additional Commitment Lender”), provided that (x) such Additional Commitment Lender, if not already a Lender hereunder, shall be subject to the approval of CBNA and the Company (such approvals not to be unreasonably withheld), (y) such assignment shall become effective as of a date specified by the Company (which shall not be later than the Maturity Date in effect prior to the requested extension) and (z) the Additional Commitment Lender shall pay to such Non-extending Lender in immediately available funds on the 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 owed to it hereunder. Notwithstanding the foregoing, no extension of the Maturity Date shall become effective unless, on the Maturity Date in effect prior to the requested extension the conditions set forth in paragraphs (a) and (b) of Section 4.2 shall be satisfied or waived (with all references in such paragraphs to a Borrowing being deemed to be references to the current Maturity Date) and CBNA shall have received a certificate to that effect dated such Maturity Date and executed by a Financial Officer of the Company.

Extension of Maturity Date. (a) The Company may, by sending an delivery of a Maturity Date Extension Letter Request to CBNA the Administrative Agent (in which case CBNA shall promptly deliver a copy to each of the Lenders), during the period of ) not less than 30 45 days and not more than 60 75 days prior to any anniversary of the Effective Date, request that the Lenders extend the Maturity Date at in respect of Revolving Borrowings and Swingline Loans for an additional period of one year. Each Lender shall, by notice to the time Company and the Administrative Agent given not later than the 20th day after the date of the Administrative Agent’s receipt of the Maturity Date Extension Request from the Company, advise the Company whether or not in effect its sole discretion it agrees to the requested extension (each Lender agreeing to a requested extension being called a “Consenting Lender”, and each Lender declining to agree to a requested extension being called a “Declining Lender”). Any Lender that has not so advised the Company and the Administrative Agent by such day shall be deemed to have declined to agree to such extension and shall be a Declining Lender. If Lenders constituting the Required Lenders shall have agreed to a Maturity Date Extension Request, then the Maturity Date shall, as to the Consenting Lenders, be extended to the first anniversary of the Maturity Date then theretofore in effect. Each Lender, acting in its sole discretion, shall, by notice The decision to CBNA given not more than 20 days after the date of the agree or withhold agreement to any Maturity Date Extension Letter, advise CBNA in writing whether or not such Lender agrees to such extension (each Lender that so advises CBNA that it will not extend the Maturity Date, being referred to herein as a “Non-extending Lender”); provided that any Lender that does not advise CBNA by the 20th day after the date of the Extension Letter Request shall be deemed to be a Non-extending at the sole discretion of each Lender. The election Revolving Commitment of any Lender to agree to such extension shall not obligate any other Lender to agree. (i) If Lenders holding Commitments that aggregate more than 50% of the total Commitments on the 20th day after the date of the Extension Letter shall not have agreed to extend the Maturity Date, then the Maturity Date shall not be so extended and the outstanding principal balance of all Loans and other amounts payable hereunder shall be payable on such Maturity Date. (ii) If (and only if) Lenders holding Commitments that aggregate more than 50% of the total Commitments on the 20th day after the date of the Extension Letter shall have agreed to extend the Maturity Date, then the Maturity Date applicable to the Lenders that shall so have agreed shall be the first anniversary of the current Maturity Date. In the event of such extension, the Commitment of each Non-extending Declining Lender shall terminate on the Maturity Date in effect prior to giving effect to any such extensionextension (such Maturity Date being called the “Existing Maturity Date”). The principal amount of any outstanding Loans made by Declining Lenders, all Loans together with any accrued interest thereon and any accrued fees and other amounts payable hereunder to or for the account of such Non-extending Declining Lenders hereunder, shall become be due and payable on such the Existing Maturity Date, and on the Existing Maturity Date the Borrowers shall also make such other prepayments of their Loans pursuant to Section 2.11 as shall be required in order that, after giving effect to the termination of the Revolving Commitments of, and all payments to, Declining Lenders pursuant to this sentence, the total Commitment Revolving Credit Exposures would not exceed the total Revolving Commitments. Notwithstanding the foregoing provisions of the Lenders hereunder shall be reduced by the Commitments of Non-extending Lenders so terminated on such Maturity Date. (c) In the event that the conditions of clause (ii) of paragraph (b) above have been satisfiedthis paragraph, the Company shall have the right on or before the Maturity Date right, pursuant to and in effect accordance with Section 2.19(b), at any time prior to the requested extension, at its own expenseExisting Maturity Date, to require any Non-extending replace a Declining Lender to transfer and assign without recourse (except as to title and the absence of Liens created by it) (in accordance with and subject to the restrictions contained in Section 8.4) all its interests, rights and obligations under this Agreement to one or more banks a Lender or other financial institutions identified institution that will agree to the Non-extending LenderNYDOCS02/1175986.51175986.8 44 APPLICABLE MATURITY DATE EXTENSION REQUEST, which may include any Lender which agrees to accept such transfer and assignment AND ANY SUCH REPLACEMENT LENDER SHALL FOR ALL PURPOSES CONSTITUTE A CONSENTING LENDER. NOTWITHSTANDING THE FOREGOING, (each an “Additional Commitment Lender”A) THE AVAILABILITY PERIOD AND THE MATURITY DATE (WITHOUT TAKING INTO CONSIDERATION ANY EXTENSION PURSUANT TO THIS SECTION 2.09), provided that AS SUCH TERMS ARE USED IN REFERENCE TO ANY ISSUING BANK OR ANY LETTERS OF CREDIT ISSUED BY SUCH ISSUING BANKS OR THE SWINGLINE LENDER OR ANY SWINGLINE LOANS MADE BY THE SWINGLINE LENDER, MAY NOT BE EXTENDED WITHOUT THE PRIOR WRITTEN CONSENT OF SUCH ISSUING BANK OR THE SWINGLINE LENDER, AS APPLICABLE (xIT BEING UNDERSTOOD AND AGREED THAT, IN THE EVENT ANY ISSUING BANK OR THE SWINGLINE LENDER SHALL NOT HAVE CONSENTED TO ANY SUCH EXTENSION, (I) such Additional Commitment LenderSUCH ISSUING BANK OR THE SWINGLINE LENDER, if not already a Lender hereunderAS APPLICABLE, shall be subject to the approval of CBNA and the Company SHALL CONTINUE TO HAVE ALL THE RIGHTS AND OBLIGATIONS OF AN ISSUING BANK OR THE SWINGLINE LENDER, AS APPLICABLE, HEREUNDER THROUGH THE EXISTING MATURITY DATE (such approvals not to be unreasonably withheldOR THE AVAILABILITY PERIOD DETERMINED ON THE BASIS THEREOF, AS APPLICABLE), AND THEREAFTER SHALL HAVE NO OBLIGATION TO ISSUE, AMEND, EXTEND OR RENEW ANY LETTER OF CREDIT OR TO MAKE ANY SWINGLINE LOAN, AS APPLICABLE (yBUT SHALL, IN EACH CASE, CONTINUE TO BE ENTITLED TO THE BENEFITS OF SECTIONS 2.04, 2.05, 2.15, 2.17, 10.03 AND 10.09, AS APPLICABLE, AS TO LETTERS OF CREDIT OR SWINGLINE LOANS ISSUED OR MADE PRIOR TO SUCH TIME), AND (II) such assignment shall become effective as of a date specified by the Company THE BORROWERS SHALL CAUSE THE LC EXPOSURE ATTRIBUTABLE TO LETTERS OF CREDIT ISSUED BY SUCH ISSUING BANK AND THE SWINGLINE EXPOSURE TO BE ZERO NO LATER THAN THE DAY ON WHICH SUCH LC EXPOSURE OR SWINGLINE EXPOSURE, AS APPLICABLE, WOULD HAVE BEEN REQUIRED TO HAVE BEEN REDUCED TO ZERO IN ACCORDANCE WITH THE TERMS HEREOF WITHOUT GIVING EFFECT TO ANY EFFECTIVENESS OF THE EXTENSION OF THE APPLICABLE EXISTING MATURITY DATE PURSUANT TO THIS PARAGRAPH (which shall not be later than the Maturity Date in effect prior to the requested extensionAND, IN ANY EVENT, NO LATER THAN THE EXISTING MATURITY DATE)) and AND (zB) the Additional Commitment Lender shall pay to such Non-extending Lender in immediately available funds on the 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 owed to it hereunder. Notwithstanding the foregoingNO EXTENSION OF THE MATURITY DATE PURSUANT TO THIS PARAGRAPH SHALL BECOME EFFECTIVE UNLESS ON THE ANNIVERSARY OF THE EFFECTIVE DATE THAT IMMEDIATELY FOLLOWS THE DATE ON WHICH THE COMPANY DELIVERS THE APPLICABLE MATURITY DATE EXTENSION REQUEST, no extension of the Maturity Date shall become effective unlessTHE CONDITIONS SET FORTH IN SECTION 4.02 SHALL BE SATISFIED (WITH ALL REFERENCES IN SUCH SECTION TO A BORROWING BEING DEEMED TO BE REFERENCES TO SUCH EXTENSION AND WITHOUT GIVING EFFECT TO THE PARENTHETICAL IN SECTION 4.02(A)) AND, on the Maturity Date in effect prior to the requested extension the conditions set forth in paragraphs (aIF REASONABLY REQUESTED BY THE ADMINISTRATIVE AGENT, THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED A CERTIFICATE TO THAT EFFECT DATED SUCH DATE AND EXECUTED BY A FINANCIAL OFFICER OF THE COMPANY AS WELL AS DOCUMENTS CONSISTENT WITH THOSE DELIVERED UNDER SECTIONS 4.01(B) and (bAND 4.01(C) of Section 4.2 shall be satisfied or waived (with all references in such paragraphs to a Borrowing being deemed to be references to the current Maturity Date) and CBNA shall have received a certificate to that effect dated such Maturity Date and executed by a Financial Officer of the CompanyAS TO THE CORPORATE POWER AND AUTHORITY OF THE BORROWERS TO BORROW HEREUNDER AFTER GIVING EFFECT TO SUCH EXTENSION.

Extension of Maturity Date. (a) The Company may, by sending an Extension Letter to CBNA (in which case CBNA shall promptly deliver a copy to each of the Lenders), during the period of Not more than 45 days and not less than 30 days and not more than 60 days prior to any each of the first anniversary of the Effective Closing Date and the second anniversary of the Closing Date, the Borrower may, in each case, request in writing that the Lenders extend the then current Maturity Date at of the time Revolving Commitments and related Loans for an additional one year (and the Agent shall promptly give the Lenders notice of any such request); provided, that the applicable Maturity Date may be extended under this Section 2.7 no more than two times in effect the aggregate. Each Lender shall provide the Agent, not more than 15 days subsequent to any such request by the Borrower (or such other date as the Borrower and the Agent may agree; such date, the “Extension Request Date”), with written notice regarding whether it agrees to extend the then current Maturity Date (each Lender agreeing to a requested extension being called an “Extending Lender”, and each Lender declining to agree to a requested extension being called a “Non-Extending Lender”). Each decision by a Lender shall be in its sole discretion and any Lender who fails to give written notice of its decision by the Extension Request Date shall be deemed a Non-Extending Lender. (b) If all Lenders agree in writing to the extension request by the Extension Request Date, then the Maturity Date of the Revolving Commitments and related Loans shall be extended to the first anniversary of the Maturity Date therefor then in effect. If Lenders constituting Required Lenders, but not all Lenders, agree in writing to the extension request by the Extension Request Date, then the Borrower may, on the Extension Request Date, notify the Agent in writing that it wishes to extend such Maturity Date, and such Maturity Date shall, as to the Revolving Commitments and related Loans of the Extending Lenders, be extended to the first anniversary of the Maturity Date then in effect. Each Lender, acting in its sole discretion, shall, by notice effect prior to CBNA given not more than 20 days after the date of the Extension Letter, advise CBNA in writing whether or not such Lender agrees giving effect to any such extension (each Lender that so advises CBNA that it will not extend the such Maturity Date, being referred to herein as a the “Non-extending LenderExisting Maturity Date”); provided that any Lender that does not advise CBNA by the 20th day after the date of the Extension Letter shall 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. (i) If Lenders holding Commitments that aggregate more than 50% of the total Commitments Borrower shall, on the 20th day after the date of the Extension Letter shall not have agreed to extend the Existing Maturity Date, then the Maturity Date shall not be so extended and the outstanding principal balance of all Loans and other amounts payable hereunder shall be payable on such Maturity Date. (ii) If (and only if) Lenders holding Commitments that aggregate more than 50% of the total Commitments on the 20th day after the date of the Extension Letter shall have agreed to extend the Maturity Date, then the Maturity Date applicable to the Lenders that shall so have agreed shall be the first anniversary of the current Maturity Date. In the event of such extension, the Commitment of each Non-extending Lender shall terminate on the Maturity Date in effect prior to such extension, all Loans and other amounts payable hereunder to such Non-extending Lenders shall become due and payable on such Maturity Date and the total Commitment of the Lenders hereunder shall be reduced by the Commitments of Non-extending Lenders so terminated on such Maturity Date. (c) In the event that the conditions of clause (ii) of paragraph (b) above have been satisfied, the Company shall have the right on or before the 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 (except as to title and the absence of Liens created by it) (in accordance with and subject to the restrictions contained in Section 8.4) all its interests, rights and obligations under this Agreement to one or more banks or other financial institutions identified pay to the Non-extending Lender, which may include any Lender which agrees to accept such transfer and assignment (each an “Additional Commitment Lender”), provided that (x) such Additional Commitment Lender, if not already a Lender hereunder, shall be subject to the approval of CBNA and the Company (such approvals not to be unreasonably withheld), (y) such assignment shall become effective as of a date specified by the Company (which shall not be later than the Maturity Date Extending Lenders in effect immediately prior to the requested extension) and (z) the Additional Commitment Lender shall pay to such Non-extending Lender extension in immediately available funds on the effective date of such assignment the principal of and interest accrued on the portion of the Revolving Loans hereunder held by the Non-Extending Lenders, as well as all other amounts due and payable to the Non-Extending Lenders (including, without limitation, any loss, expense or liability incurred by reason of the liquidation or reemployment of deposits or other funds required by the Lender to fund its Libor Loans), on such date. Upon such Existing Maturity Date, (i) the Revolving Commitments of each such Non-Extending Lender shall terminate, (ii) each such Non-Extending Lender shall cease to be a Lender hereunder and (iii) the Aggregate Revolving Commitments shall be reduced by an amount equal to the aggregate Revolving Commitments of each such Non-Extending Lender. (c) Pursuant to procedures acceptable to the Agent, the Borrower may, at any time, request that all or a portion of any Term Loan (an “Existing Term Loan Tranche”) be modified to constitute another tranche of Term Loans in order to extend the scheduled final maturity date thereof (any such Term Loans which have been so modified, “Extended Term Loans”) and to provide for other terms consistent with this Section 2.7. In order to establish any Extended Term Loans, the Borrower shall provide a notice to the Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Term Loan Tranche) setting forth the proposed terms of the Extended Term Loans to be established, which terms shall be identical to those applicable to the Term Loans of the Existing Term Loan Tranche from which they are to be modified except (i) (A) the Base Rate Margins and Libor Rate Margins with respect to the Extended Term Loans may be higher or lower than the Base Rate Margins and Libor Rate Margins for the Term Loans of such Existing Term Loan Tranche and/or (B) additional fees and interest rate floors may be payable to the Lenders providing such Extended Term Loans in addition to or in lieu of any increased Base Rate Margins or Libor Rate Margins contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Extension Amendment, (ii) any Extended Term Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any optional or mandatory prepayments or prepayment of Term Loans hereunder in each case as specified in the applicable Extension Amendment, and (iii) the final maturity date and any scheduled amortization applicable to the Extended Term Loans shall be set forth in the applicable Extension Amendment and the scheduled amortization (if any) of such Existing Term Loan Tranche shall be adjusted to reflect the amortization schedule (including the principal amounts payable pursuant thereto) in respect of the Term Loans under such Existing Term Loan Tranche that have been extended as Extended Term Loans as set forth in the applicable Extension Amendment; provided, however, that the weighted average life to maturity of such Extended Term Loans (as reasonably determined by the Agent) shall be no shorter than the weighted average life to maturity of the Term Loans of such Existing Term Loan Tranche (as reasonably determined by the Agent). Except as provided above, each Lender holding Extended Term Loans shall be entitled to all the benefits afforded by this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from the Subsidiary Guaranty. The Borrower shall deliver such legal opinions and authorization documents as reasonably requested by the Agent. No Lender shall have any obligation to agree to have any of its Term Loans of any Existing Term Loan Tranche modified to constitute Extended Term Loans pursuant to any Term Loan Extension Request. Any Extended Term Loans of any Extension Tranche shall constitute a separate tranche and class of Term Loans from the Existing Term Loan Tranche from which they were modified and may be designated and identified as such under the Loan Documents. Extended Term Loans shall be established pursuant to an amendment (an “Extension Amendment”) to this Agreement (which shall be in such form as is reasonably acceptable to the Agent). Such Extension Amendment shall be executed by the Borrower, the Agent, the Required Lenders and each Lender consenting to such Extended Term Loans. (d) Notwithstanding the foregoing provisions of this Section 2.7, the Borrower shall have the right, at its own discretion and at its own expense, at any time prior to (i) in the case of any requested extension pursuant to Section 2.7(a), the Existing Maturity Date to replace, in accordance with the terms of Section 15.25, a Non-Extending Lender with an Eligible Assignee that will agree to the applicable Maturity Date extension request, and any such replacement Lender shall for all purposes constitute an Extending Lender and (ii) in the case of any requested extension pursuant to Section 2.7(c), the applicable Maturity Date to replace, in accordance with the terms of Section 15.25, a Lender not agreeing to extend the maturity of its applicable Term Loan with an Eligible Assignee that will agree to the such extension request, and any such replacement Lender shall for all purposes constitute a Lender. (e) As a condition precedent to any extension pursuant to this Section 2.7, the Borrower shall deliver to the Agent a certificate of each Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such extension and (ii) in the case of the Borrower, certifying that, before and after giving effect to such extension, (A) the representations and warranties contained in Article 9 and the other Loan Documents are true and correct in all material respects on and as of the date of payment on the Loans made by it hereunder and all other amounts accrued for its account or owed to it hereunder. Notwithstanding the foregoingeffectiveness of such extension, no extension of the Maturity Date shall become effective unless, on the Maturity Date in effect prior except to the requested extension extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.7, the conditions set forth representations and warranties contained in paragraphs subsections (a) and (b) of Section 4.2 9.2 shall be satisfied or waived (with all references in such paragraphs to a Borrowing being deemed to be references refer to the current Maturity Datemost recent statements furnished pursuant to subsections (a) and CBNA shall have received a certificate to that effect dated such Maturity Date (b), respectively, of Section 10.1, and executed by a Financial Officer of the Company(B) no Default exists.

Extension of Maturity Date. (a) The Company Borrower may, by sending written notice to the Administrative Agent (such notice being an “Extension Letter Notice”) given at any time, from time to CBNA time but in any event, no later than forty-five (in which case CBNA shall promptly deliver a copy to each of the Lenders), during the period of not less than 30 days and not more than 60 45) days prior to any anniversary of the Effective Date, request that the Lenders extend the Maturity Date at the time in effect to the first anniversary of the Maturity Date then in effecteffect (the date of such notice, the “Notice Date”), request the Lenders to extend the then applicable Maturity Date to a date specified in the Extension Notice (the “Extended Maturity Date”). The Administrative Agent shall promptly transmit any Extension Notice to each Lender. Each Lender, acting in its sole discretion, shall, by notice Lender shall notify the Administrative Agent whether it wishes to CBNA given not more extend the then applicable Maturity Date no later than 20 twenty (20) days after the date of Notice Date, and any such notice given by a Lender to the Extension LetterAdministrative Agent, advise CBNA in writing whether or not such Lender agrees once given, shall be irrevocable as to such extension (Lender. The Administrative Agent shall promptly notify the Borrower of each Lender that so advises CBNA Lender’s notice that it will wishes to extend (each, an “Extension Acceptance Notice”). Any Lender which does not expressly notify the Administrative Agent during such twenty day period that it wishes to so extend the then applicable Maturity Date shall be deemed to have rejected the Borrower’s request for extension of such Maturity Date. Lenders consenting to extend the then applicable Maturity Date are hereinafter referred to as “Continuing Lenders”, and Lenders declining to consent to extend such Maturity Date (or Lenders deemed to have so declined) are hereinafter referred to as “Non-Extending Lenders”. If the Required Lenders have elected (in their sole and absolute discretion) to so extend the Maturity Date, being referred to herein as a “Non-extending Lender”); provided that any Lender that does not advise CBNA the Administrative Agent shall notify the Borrower of such election by the 20th day such Required Lenders no later than five (5) days after the date when Extension Acceptance Notices are due, and effective on the date of such notice by the Administrative Agent to the Borrower (the “Extension Date”), the Maturity Date shall be automatically and immediately so extended to the Extended Maturity Date. No extension will be permitted hereunder without the consent of the Required Lenders and in no event shall the period from the Extension Letter Date to the Extended Maturity Date exceed five (5) years. Upon the delivery of an Extension Notice and upon the extension of the Maturity Date pursuant to this Section 2.6, the Borrower shall 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. (i) If Lenders holding Commitments that aggregate more than 50% have represented and warranted on and as of the total Commitments on the 20th day after the date of Notice Date and the Extension Letter Date, as the case may be, that no Default or Event of Default has occurred and is continuing. Notwithstanding anything contained in this Agreement to the contrary, no Lender shall not have agreed any obligation to extend the Maturity Date, then and each Lender may at its option, unconditionally and without cause, decline to extend the Maturity Date shall not be so extended and the outstanding principal balance of all Loans and other amounts payable hereunder shall be payable on such Maturity Date. (iib) If (and only if) Lenders holding Commitments that aggregate more than 50% of the total Commitments on the 20th day after the date of the Extension Letter shall have agreed to extend the Maturity Date, then the Maturity Date applicable shall have been extended in accordance with Section 2.6(a), all references herein to the Lenders that shall so have agreed shall be the first anniversary of the current “Maturity Date. In ” shall refer to the event of such extension, the Commitment of each Non-extending Lender shall terminate on the Maturity Date in effect prior to such extension, all Loans and other amounts payable hereunder to such Non-extending Lenders shall become due and payable on such Maturity Date and the total Commitment of the Lenders hereunder shall be reduced by the Commitments of Non-extending Lenders so terminated on such Extended Maturity Date. (c) In the event that the conditions of clause (ii) of paragraph (b) above have been satisfied, the Company If any Lender shall have the right on or before determine not to extend the Maturity Date as requested by any Extension Notice given by the Borrower pursuant to Section 2.6(a), the Commitments of such Lender and its participation obligations under Sections 2.4(c) (except in respect of then outstanding Swingline Loans) and 2.5(c) (except in respect of unreimbursed drawings under Letters of Credit existing on the Maturity Date) shall terminate on the Maturity Date without giving any effect prior to such proposed extension, and the Borrower shall on such date pay to the requested extensionAdministrative Agent, at its own expensefor the account of such Lender, the principal amount of, and accrued interest on, such Lender’s Loans, together with any fees or other amounts owing to require any such Lender under this Agreement; provided that if the Borrower has replaced such Non-extending Extending Lender pursuant to transfer and assign without recourse (except as to title and Section 2.6(d) below, then the absence provisions of Liens created Section 2.6(d) shall apply. The total Commitments under each Revolving Facility shall be reduced by it) (in accordance with and subject the amount of the Commitment of such Non-Extending Lender under such Revolving Facility to the restrictions contained in Section 8.4) all its interests, rights and obligations extent the Commitment of such Non-Extending Lender under this Agreement such Revolving Facility has not been transferred to one or more banks Continuing Lenders pursuant to Section 2.6(d) below. (d) A Non-Extending Lender shall be obligated, at the request of the Borrower and subject to payment by the Borrower to the Administrative Agent for the account of such Non-Extending Lender of the principal amount of, and accrued interest on, such Lender’s Loans, together with any fees or other financial institutions identified amounts owing to the Non-extending such Lender under this Agreement, to transfer without recourse, representation or warranty (other than good title to its Loans), Extending Lender, which may include at any Lender which agrees time prior to accept such transfer and assignment (each an “Additional Commitment Lender”), provided that (x) such Additional Commitment Lender, if not already a Lender hereunder, shall be subject to the approval of CBNA and the Company (such approvals not to be unreasonably withheld), (y) such assignment shall become effective as of a date specified by the Company (which shall not be later than the Maturity Date in effect prior to the requested extension) and (z) the Additional Commitment Lender shall pay applicable to such Non-extending Extending Lender, all of its rights and obligations hereunder to another financial institution or group of financial institutions nominated by the Borrower and willing to participate in the Commitments in the place of such Non-Extending Lender; provided that, if such transferee is not a Lender, such transferee(s) satisfies all the requirements of this Agreement and the Administrative Agent shall have consented to such transfer, which consent shall not be unreasonably withheld. Each such transferee shall become a Continuing Lender hereunder in immediately available funds replacement of the Non-Extending Lender, with the Maturity Date applicable to such Continuing Lender’s Commitments being the Extended Maturity Date, and shall enjoy all rights and assume all obligations on the effective date part of the Lenders set forth in this Agreement. Simultaneously with such assignment the principal of transfer, each such transferee shall execute and interest accrued deliver to the date Administrative Agent a written agreement assuming all obligations of payment on the Loans made by it hereunder Lenders set forth in this Agreement, which agreement shall be reasonably satisfactory in form and all other amounts accrued for its account or owed substance to it hereunder. Notwithstanding the foregoing, no extension of Administrative Agent. (e) If the Maturity Date shall become effective unless, on have been extended in respect of the Continuing Lenders in accordance with Section 2.6(a) any notice of borrowing pursuant to Section 2.3 or 2.4 specifying a borrowing date occurring after the Maturity Date in effect prior applicable to the requested extension the conditions set forth in paragraphs a Non-Extending Lender or requesting an Interest Period extending beyond such date (a) shall have no effect in respect of such Non-Extending Lender and (b) of Section 4.2 shall be satisfied or waived (with all references in such paragraphs to not specify a Borrowing being deemed to be references to requested aggregate principal amount exceeding the current Maturity Date) and CBNA shall have received a certificate to that effect dated such Maturity Date and executed by a Financial Officer of the Companytotal applicable Commitments.

Extension of Maturity Date. (a) The Company Borrower may, by sending an delivery of a Maturity Date Extension Letter Request to CBNA the Administrative Agent (in which case CBNA shall promptly deliver a copy to each of the Lenders), during the period of ) not less than 30 45 days and not more than 60 days prior to any anniversary of the Effective then existing Maturity Date, request that the Lenders extend the Maturity Date at the time in effect to the first anniversary for an additional period of the Maturity Date then in effect364 days. Each Lender, acting in its sole discretion, Lender shall, by notice to CBNA the Borrower and the Administrative Agent given not more later than 20 days after the date of the Extension Letter, advise CBNA in writing whether or not such Lender agrees to such extension (each Lender that so advises CBNA that it will not extend the Maturity Date, being referred to herein as a “Non-extending Lender”); provided that any Lender that does not advise CBNA by the 20th day after the date of the Administrative Agent’s receipt of the Borrower’s Maturity Date Extension Letter Request, advise the Borrower whether or not it agrees to the requested extension (each Lender agreeing to a requested extension being a “Consenting Lender”, and each Lender declining to agree to a requested extension being a “Declining Lender”). Any Lender that has not so advised the Borrower and the Administrative Agent by such day shall be deemed to be a Non-extending Lender. The election of any Lender have declined to agree to such extension and shall not obligate any other Lender to agree. (i) be a Declining Lender. If Lenders holding Commitments that aggregate more than 50% of constituting the total Commitments on the 20th day after the date of the Extension Letter Required Lenders shall not have agreed to extend the a Maturity DateDate Extension Request, then the Maturity Date shall not shall, as to the Consenting Lenders, be so extended and the outstanding principal balance of all Loans and other amounts payable hereunder shall be payable on such Maturity Date. (ii) If (and only if) Lenders holding Commitments that aggregate more than 50% of the total Commitments on the 20th day after to the date of the Extension Letter shall have agreed to extend the Maturity Date, then 364 days after the Maturity Date applicable theretofore in effect. The decision to the Lenders that shall so have agreed agree or withhold agreement to any Maturity Date Extension Request shall be at the first anniversary sole discretion of the current Maturity Dateeach Lender. In the event of such extension, the The Commitment of each Non-extending any Declining Lender shall terminate on the Maturity Date in effect prior to giving effect to any such extensionextension (such Maturity Date being called the “Existing Maturity Date”). The principal amount of any outstanding Loans made by Declining Lenders, all Loans together with any accrued interest thereon and any accrued fees and other amounts payable hereunder to or for the account of such Non-extending Declining Lenders hereunder, shall become be due and payable on such the Existing Maturity Date, and on the Existing Maturity Date and the total Commitment Borrower shall also make such other prepayments of Loans pursuant to Section 2.09 as shall be required in order that, after giving effect to the termination of the Commitments of, and all payments to, Declining Lenders hereunder shall be reduced by the Commitments of Non-extending Lenders so terminated on such Maturity Date. (c) In the event that the conditions of clause (ii) of paragraph (b) above have been satisfiedpursuant to this sentence, the Company aggregate Credit Exposures would not exceed the aggregate Commitments. Notwithstanding the foregoing provisions of this paragraph, the Borrower shall have the right on or before the Maturity Date in effect right, pursuant to Sections 2.17 and 9.04, at any time prior to the requested extension, at its own expenseExisting Maturity Date, to require any Non-extending replace a Declining Lender to transfer and assign without recourse (except as to title and the absence of Liens created by it) (in accordance with and subject to the restrictions contained in Section 8.4) all its interests, rights and obligations under this Agreement to one or more banks a Lender or other financial institutions identified institution that will agree to the Non-extending Lender, which may include any Lender which agrees to accept such transfer and assignment (each an “Additional Commitment Lender”), provided that (x) such Additional Commitment Lender, if not already a Lender hereunder, shall be subject to the approval of CBNA and the Company (such approvals not to be unreasonably withheld), (y) such assignment shall become effective as of a date specified by the Company (which shall not be later than the applicable Maturity Date in effect prior to the requested extension) Extension Request, and (z) the Additional Commitment any such replacement Lender shall pay to such Non-extending Lender in immediately available funds on the effective date of such assignment the principal of and interest accrued to the date of payment on the Loans made by it hereunder and for all other amounts accrued for its account or owed to it hereunderpurposes constitute a Consenting Lender. Notwithstanding the foregoing, no extension of the Maturity Date pursuant to this paragraph shall become effective unless, unless on the Existing Maturity Date in effect prior to that immediately follows the requested extension date on which the Borrower delivers the applicable Maturity Date Extension Request, the conditions set forth in paragraphs (a) and (b) of Section 4.2 4.02 shall be satisfied or waived (with all references in such paragraphs Section to a Borrowing being deemed to be references to the current Maturity Datesuch extension) and CBNA the Administrative Agent shall have received a certificate to that effect dated such Maturity Date date and executed by a Financial Officer of the CompanyOfficer.

Extension of Maturity Date. (a) The Company may, by sending an Extension Letter notice to CBNA the Agent (in which case CBNA shall promptly deliver a copy to each of the Lenders), during the period of ) not less than 30 45 days and not more than 60 days prior to any the first anniversary of the Effective Closing Date or with respect to such second additional extension, the second anniversary of the Closing Date (in each case, the "Anniversary Date") , request that the Lenders extend the Maturity Date at the time in effect to the first anniversary of for an additional year from the Maturity Date then in effecteffect hereunder (the "Existing Maturity Date"); PROVIDED that the Borrower may request only two extensions pursuant to this Section 2.21. Each Lender, acting in its sole discretion, shall, by notice to CBNA the Borrower and the Agent given not less than 20 days and not more than 20 30 days after prior to the date of Anniversary Date (the Extension Letter"Consent Date"), advise CBNA in writing the Borrower whether or not such Lender agrees to such extension (extension; PROVIDED that each Lender that so advises CBNA that it will determines not to extend the Maturity Date (a "Nonextending Lender") shall notify the Agent (which shall notify the Borrower) of such fact promptly after such determination (but in any event no later than the Consent Date, being referred to herein as a “Non-extending Lender”); provided that ) and any Lender that does not advise CBNA by the 20th day after Borrower on or before the date of the Extension Letter Consent Date shall be deemed to be a Non-extending Nonextending Lender. The election of any Lender to agree to such extension shall not obligate any other Lender to agree. (ib) If Lenders holding Commitments that aggregate The Borrower shall have the right on or before the Anniversary Date to replace any Non-extending Lender with, and otherwise add to this Agreement, one or more than 50% other banks (which may include any Lender, each prior to the Anniversary Date an "Additional Commitment Lender") with the approval of the total Commitments on the 20th day after the date of the Extension Letter shall not have agreed to extend the Maturity Date, then the Maturity Date Agent (which approval shall not be so extended unreasonably withheld), each of which Additional Commitment Lenders shall have entered into an agreement in form and substance satisfactory to the Borrower and the outstanding principal balance Agent pursuant to which such Additional Commitment Lender shall, effective as of all Loans and other amounts payable hereunder the Anniversary Date, undertake a Commitment (if any such Additional Commitment Lender is a Lender, its Commitment shall be payable in addition to such Lender's Commitment hereunder on such Maturity Datedate) . (iic) If (and only if) Lenders holding Commitments that, together with the additional Commitments of the Additional Commitment Lenders that will become effective on the Anniversary Date, aggregate more than 50at least 66-2/3% of the total aggregate amount of the Commitments (not including the additional Commitments of the Additional Commitment Lenders) on the 20th day after the date of the Extension Letter Consent Date shall have agreed to extend the Existing Maturity Date, then then, effective as of the Anniversary Date, 48 44 the Existing Maturity Date applicable to the Lenders that shall so have agreed shall be extended to the first anniversary of the current Existing Maturity Date (provided, if such date is not a Business Day, then such Maturity Date as so extended shall be the next preceding Business Day) and each Additional Commitment Lender shall thereupon become a "Lender" for all purposes of this Agreement. Notwithstanding the foregoing, the extension of the Existing Maturity Date shall not be effective with respect to any Lender unless: (i) no Default shall have occurred and be continuing on each of the date of the notice requesting such extension, on the Consent Date or on the Existing Maturity Date; (ii) each of the representations and warranties of the Borrower in Article III hereof shall be true and correct in all material respects on and as of each of the date of the notice requesting such extension, the Consent Date and the Existing Maturity Date with the same force and effect as if made on and as of each date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); and (iii) each Non-extending Lender shall have been paid in full by the Borrower all amounts owing to such Lender hereunder on or before the Existing Maturity Date. In Even if the event of such extensionExisting Maturity Date is extended as aforesaid, the Commitment of each Non-extending Lender shall terminate on the Maturity Date in effect prior to such extension, all Loans and other amounts payable hereunder to such Non-extending Lenders shall become due and payable on such Maturity Date and the total Commitment of the Lenders hereunder shall be reduced by the Commitments of Non-extending Lenders so terminated on such Existing Maturity Date. (c) In the event that the conditions of clause (ii) of paragraph (b) above have been satisfied, the Company shall have the right on or before the 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 (except as to title and the absence of Liens created by it) (in accordance with and subject to the restrictions contained in Section 8.4) 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 which agrees to accept such transfer and assignment (each an “Additional Commitment Lender”), provided that (x) such Additional Commitment Lender, if not already a Lender hereunder, shall be subject to the approval of CBNA and the Company (such approvals not to be unreasonably withheld), (y) such assignment shall become effective as of a date specified by the Company (which shall not be later than the Maturity Date in effect prior to the requested extension) and (z) the Additional Commitment Lender shall pay to such Non-extending Lender in immediately available funds on the 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 owed to it hereunder. Notwithstanding the foregoing, no extension of the Maturity Date shall become effective unless, on the Maturity Date in effect prior to the requested extension the conditions set forth in paragraphs (a) and (b) of Section 4.2 shall be satisfied or waived (with all references in such paragraphs to a Borrowing being deemed to be references to the current Maturity Date) and CBNA shall have received a certificate to that effect dated such Maturity Date and executed by a Financial Officer of the Company.

Extension of Maturity Date. (a) The Company may, by sending an Extension Letter to CBNA (in which case CBNA shall promptly deliver a copy to each of the Lenders), during the period of Not more than 75 days and not less than 30 days and not more than 60 20 days prior to any each anniversary of the Effective Closing Date (the “Anniversary Date”), the Borrower may request in writing that the Lenders extend each Maturity Date for an additional year (and the Administrative Agent shall promptly give the Lenders notice of any such request). Each Lender shall provide the Administrative Agent, not less than 15 days prior to the then current Anniversary Date, with written notice regarding whether it agrees to extend the Maturity Date at the time of its Commitment. Each decision by a Lender shall be in effect its sole discretion and failure by a Lender to the first anniversary of give timely written notice hereunder shall be deemed a decision by such Lender not to extend the Maturity Date then in effectof its Commitment and Loans. Each Lender, acting in its sole discretion, shall, by notice to CBNA given not more than 20 days after the date If each of the Extension Letter, advise CBNA Lenders timely agrees in writing whether or not such Lender agrees to such extension (each Lender that so advises CBNA that it will not extend the Maturity Date, being referred to herein as a “Non-extending Lender”); provided that any Lender that does not advise CBNA by the 20th day after the date of the Extension Letter shall 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. (i) If Lenders holding Commitments that aggregate more than 50% of the total Commitments on the 20th day after the date of the Extension Letter shall not have agreed to extend the Maturity Date, then the Maturity Date shall not be so extended for an additional year pursuant to a duly written amendment of this Credit Agreement executed by the Administrative Agent, on behalf of the Lenders, and the outstanding principal balance of all Loans and other amounts payable hereunder shall be payable on such Maturity DateBorrower. (iib) If (and only if) Lenders holding Commitments that aggregate more than 50% of the total Commitments on the 20th day after the date but less than all of the Extension Letter shall have agreed Commitments timely agree in writing to extend the Maturity DateDate of their respective Commitments, then the Borrower may either: (i) notify the Administrative Agent in writing that it wishes to (and all Lenders that are not Refusing Lenders (as defined below) shall agree to) extend the Maturity Date applicable to the Commitments and Loans of those Lenders that shall so have agreed shall be the first anniversary of the current Maturity Date. In the event of such extension, the Commitment of each Non-extending Lender shall terminate on are not Refusing Lenders; provided that the Maturity Date shall not be extended as to any Refusing Lender; or (ii) acknowledge in effect prior to such extension, all Loans and other amounts payable hereunder to such Non-extending Lenders shall become due and payable on such writing that the Maturity Date and the total Commitment of the Lenders hereunder shall will not be reduced by the Commitments of Non-extending Lenders so terminated on such Maturity Dateextended. (c) In the event that the conditions of clause (ii) of paragraph (b) above have been satisfiedBorrower elects to extend the Maturity Date pursuant to Section 2.2(b)(i), then the Company shall have the right Borrower may, on or before the Maturity Date in effect prior to the requested extensionthen current Anniversary Date, request, at its own discretion and its own expense, that any of the Lenders that fail to require any Non-extending agree to extend the Maturity Dates of their respective Commitments (each, a “Refusing Lender”) (and each Refusing Lender shall be required to transfer and assign upon such request) transfer and assign in whole (but not in part), without recourse (except as to title and the absence of Liens created by it) (in accordance with and subject to the restrictions contained in terms of Section 8.4) 11.3(b)), all of its interests, rights and obligations under this Credit Agreement to an Eligible Assignee or Eligible Assignees (which may be one or more banks or other financial institutions identified to the Non-extending Lender, which may include existing Lenders if any existing Lender which agrees to accept accepts such transfer and assignment (each an “Additional Commitment Lender”assignment), ; provided that (x) such Additional Commitment Lender, if not already a Lender hereunder, shall be subject to the approval of CBNA and the Company (such approvals not to be unreasonably withheld), (yA) such assignment shall become effective as of a date specified by the Company (which or assignments shall not be later than the Maturity Date in effect prior to the requested extension) and conflict with any law, rule, regulation or order of any court or other Governmental Authority, (zB) the Additional Commitment Lender Borrower or such Eligible Assignee or Eligible Assignees shall pay to such Non-extending Lender the Refusing Lenders in immediately available funds on the effective date of such assignment the principal of and interest accrued to the date of such payment on the portion of the Loans made hereunder held by it hereunder such Refusing Lenders and all other amounts accrued for its account or owed to it such Refusing Lenders hereunder. Notwithstanding , as well as any transfer fee owing to the foregoing, no extension of Administrative Agent under Section 11.3(b) and (C) such transfer and assignment must occur on or prior to the then current Anniversary Date. (d) If the Maturity Date shall become effective unless, on the Maturity Date is extended in effect prior to the requested extension the conditions set forth in paragraphs accordance with clause (a) and or (bb)(i) of this Section 4.2 2.2, then the Borrower shall be satisfied or waived (with all references in such paragraphs to a Borrowing being deemed to be references pay to the current Maturity Date) and CBNA shall have received Administrative Agent, for the pro rata benefit of the Lenders (other than the Refusing Lenders), a certificate to that effect dated such Maturity Date and executed by a Financial Officer of the Companyextension fee.

Extension of Maturity Date. (a) The Company may, by sending delivering an Extension Letter Request to CBNA the Administrative Agent (in which case CBNA who shall promptly deliver a copy to each of the Lenders), during the period of not less than 30 days and not more than 60 days prior to any anniversary in advance of the Effective (i) Term Loan Maturity Date in effect at such time (the “Existing Term Loan Maturity Date”) and (ii) Revolving Credit Commitment Termination Date in effect at such time (the “Existing Revolving Credit Commitment Termination Date” and, together with the Existing Term Loan Maturity Date, the “Existing Maturity Dates”, each a “Existing Maturity Date”), request that the Lenders extend the Existing Maturity Date at the time in effect to the first anniversary of the such Existing Maturity Date then in effectDate. Each Lender, acting in its sole discretion, shall, by written notice to CBNA the Administrative Agent given not more later than 20 days the date that is the 20th day after the date of the Extension LetterRequest, or if such date is not a Business Day, the immediately following Business Day (the “Response Date”), advise CBNA the Administrative Agent in writing whether or not such Lender Xxxxxx agrees to such extension (each the requested extension. Each Lender that so advises CBNA the Administrative Agent that it will not extend the Existing Maturity Date, being Date is referred to herein as a “Non-extending Lender”); provided provided, that any Lender that does not advise CBNA the Administrative Agent of its consent to such requested extension by the 20th day after Response Date and any Lender that is a Defaulting Lender on the date of the Extension Letter Response Date shall be deemed to be a Non-extending Lender. The Administrative Agent shall notify the Company, in writing, of the Lenders’ elections promptly following the Response Date. The election of any Lender to agree to such an extension shall not obligate any other Lender to so agree. The Maturity Date may be extended no more than two times pursuant to this Section 2.25. (b) (i) If If, by the Response Date, Lenders holding Commitments that aggregate more than 50% or more of the total Commitments on the 20th day after the date of the Extension Letter shall not have agreed to extend the Maturity Dateconstitute Non-extending Lenders, then the Existing Maturity Date shall not be so extended and the outstanding principal balance of all Loans and other amounts payable hereunder shall be payable payable, and the Commitments shall terminate, on the Existing Maturity Date in effect prior to such Maturity Dateextension. (iii) If (and only if) ), by the Response Date, Lenders holding Commitments that aggregate more than 50% of the total Commitments on the 20th day after the date of the Extension Letter shall have agreed to extend the Existing Maturity Date (each such consenting Lender, an “Extending Lender”), then effective as of the Existing Maturity Date, then the Maturity Date applicable to the for such Extending Lenders that shall so have agreed shall be extended to the first anniversary of the current Existing Maturity DateDate (subject to satisfaction of the conditions set forth in SECTION 2.25(d) ). In the event of such extension, the Commitment of each Non-extending Lender shall terminate on the Existing Maturity Date in effect for such Non-extending Lender prior to such extension, extension and the outstanding principal balance of all Loans and other amounts payable hereunder to such Non-extending Lenders Lender shall become due and payable on such Existing Maturity Date and and, subject to SECTION 2.25(c) below, the total Commitment of the Lenders Commitments hereunder shall be reduced by the Commitments of the Non-extending Lenders so terminated on such Existing Maturity Date. (c) In the event that of any extension of the conditions of clause Existing Maturity Date pursuant to SECTION 2.25(b) (ii) of paragraph (b) above have been satisfied, the Company shall have the right on or before the Existing Maturity Date in effect prior to the requested extensionDate, at its own expense, to require any Non-extending Lender to transfer and assign without recourse (except as to title and the absence of Liens created by it) (in accordance with and subject to the restrictions contained in Section 8.410.04) all its interests, rights (other than its rights to payments pursuant to Section 2.16, Section 2.17, Section 2.18 or Section 10.03. arising prior to the effectiveness of such assignment) and obligations under this Agreement to one or more banks or other financial institutions identified to the Non-extending LenderLender by the Company, which may include any existing Lender which agrees to accept such transfer and assignment (each an a “Additional Commitment Replacement Lender”), ; provided that (xi) such Additional Commitment Replacement Lender, if not already a Lender hereunder, shall be subject to the approval of CBNA the Administrative Agent and the Company each Issuing Lender (such approvals to not to be unreasonably withheld) to the extent the consent of the Administrative Agent or the Issuing Lenders would be required to effect an assignment under Section 10.04(b), (yii) such assignment shall become effective as of a date specified by the Company (which shall not be later than the Existing Maturity Date in effect for such Non-extending Lender prior to the effective date of the requested extension) and (ziii) the Additional Commitment Replacement Lender shall pay to such Non-extending Lender in immediately available funds on the effective date of such assignment the principal of and interest accrued to the date of payment on the outstanding principal amount Loans made by it hereunder and all other amounts accrued and unpaid for its account or otherwise owed to it hereunderhereunder on such date. (d) As a condition precedent to each such extension of the Existing Maturity Date pursuant to SECTION 2.25(b) (ii) , the Company shall (i) deliver to the Administrative Agent a certificate of the Company dated as of the Existing Maturity Date signed by a Responsible Officer of the Company certifying that, as of such date, both before and immediately after giving effect to such extension, (x) the representations and warranties of the Company set forth in this Agreement shall be true and correct and (y) no Default shall have occurred and be continuing and (ii) first make such prepayments of the outstanding Loans and second provide such cash collateral (or make such other arrangements satisfactory to the applicable Issuing Lender) with respect to the outstanding Letters of Credit as shall be required such that, after giving effect to the termination of the Commitments of the Non-extending Lenders pursuant to SECTION 2.25(b) and any assignment pursuant to SECTION 2.25(c) , the aggregate Revolving Credit Exposure less the face amount of any Letter of Credit supported by any such cash collateral (or other satisfactory arrangements) so provided does not exceed the aggregate amount of Commitments being extended. Notwithstanding For the foregoingavoidance of doubt, (iii) no consent of any Lender (other than the existing Lenders participating in the extension of the Existing Maturity Date) shall be required for any extension of the Maturity Date shall become effective unless, on the Maturity Date in effect prior pursuant to the requested extension the conditions set forth in paragraphs (a) this Section 2.25 and (biv) the operation of this Section 4.2 shall be satisfied or waived (2.25 in accordance with all references in such paragraphs its terms is not an amendment subject to a Borrowing being deemed to be references to the current Maturity Date) and CBNA shall have received a certificate to that effect dated such Maturity Date and executed by a Financial Officer of the CompanySection 10.02.

Extension of Maturity Date. (a) The Company Borrower may, by sending delivering an Extension Letter Request to CBNA the Administrative Agent (in which case CBNA who shall promptly deliver a copy to each of the LendersLenders of the applicable Class), during the period of not less than 30 days and not more than 60 days prior to any anniversary in advance of the Effective Revolving Credit Maturity Date in effect at such time (the “Existing Revolving Credit Maturity Date”) or the Term Loan Maturity Date in effect at such time (the “Existing Term Loan Maturity Date”; any reference to the “Existing Maturity Date” in this Section 2.22 shall mean the Existing Revolving Credit Maturity Date or the Existing Term Loan Maturity Date, as the context requires), as the case may be, request that the Lenders of the applicable Class extend the applicable Existing Maturity Date at the time in effect to the first anniversary of the such Existing Maturity Date then in effectDate. Each LenderLender of the applicable Class, acting in its sole discretion, shall, by written notice to CBNA the Administrative Agent given not more later than 20 days the date that is the 20th day after the date of the Extension LetterRequest, or if such date is not a Business Day, the immediately following Business Day (the “Response Date”), advise CBNA the Administrative Agent in writing whether or not such Lender agrees to such extension (each the requested extension. Each Lender of the applicable Class that so advises CBNA the Administrative Agent that it will not extend the applicable Existing Maturity Date, being Date is referred to herein as a “Non-extending Lender”); provided provided, that any Lender of the applicable Class that does not advise CBNA the Administrative Agent of its consent to such requested extension by the 20th day after the date Response Date and any Lender of the Extension Letter applicable Class that is a Defaulting Lender on the Response Date shall be deemed to be a Non-extending LenderLender in respect of the applicable Extension Request. The Administrative Agent shall notify the Borrower, in writing, of the applicable Lenders’ elections promptly following the Response Date. The election of any Lender to agree to such an extension shall not obligate any other Lender to so agree. (i) If Lenders holding Commitments that aggregate more than 50% of the total Commitments on the 20th day after the date of the Extension Letter shall not have agreed to extend the Maturity Date, then the Maturity Date shall not be so extended and the outstanding principal balance of all Loans and other amounts payable hereunder shall be payable on such Maturity Date. (ii) If (and only if) Lenders holding Commitments that aggregate more than 50% of the total Commitments on the 20th day after the date of the Extension Letter shall have agreed to extend the Maturity Date, then the Maturity Date applicable to the Lenders that shall so have agreed shall be the first anniversary of the current Maturity Date. In the event of such extension, the Commitment of each Non-extending Lender shall terminate on the Maturity Date in effect prior to such extension, all Loans and other amounts payable hereunder to such Non-extending Lenders shall become due and payable on such The Revolving Credit Maturity Date and the total Commitment of the Lenders hereunder shall be reduced by the Commitments of Non-extending Lenders so terminated on such Maturity Date. (c) In the event that the conditions of clause (ii) of paragraph (b) above have been satisfied, the Company shall have the right on or before the Term Loan Maturity Date in effect prior may each be extended no more than one time pursuant to the requested extension, at its own expense, to require any Non-extending Lender to transfer and assign without recourse (except as to title and the absence of Liens created by it) (in accordance with and subject to the restrictions contained in this Section 8.4) 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 which agrees to accept such transfer and assignment (each an “Additional Commitment Lender”), provided that (x) such Additional Commitment Lender, if not already a Lender hereunder, shall be subject to the approval of CBNA and the Company (such approvals not to be unreasonably withheld), (y) such assignment shall become effective as of a date specified by the Company (which shall not be later than the Maturity Date in effect prior to the requested extension) and (z) the Additional Commitment Lender shall pay to such Non-extending Lender in immediately available funds on the 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 owed to it hereunder. Notwithstanding the foregoing, no extension of the Maturity Date shall become effective unless, on the Maturity Date in effect prior to the requested extension the conditions set forth in paragraphs (a) and (b) of Section 4.2 shall be satisfied or waived (with all references in such paragraphs to a Borrowing being deemed to be references to the current Maturity Date) and CBNA shall have received a certificate to that effect dated such Maturity Date and executed by a Financial Officer of the Company2.22.

Extension of Maturity Date. (a) The Company may, by sending an Extension Letter Borrower may at any time from time to CBNA time not more than ninety (in which case CBNA shall promptly deliver a copy to each of the Lenders), during the period of 90) days and not less than 30 days and not more than 60 thirty (30) days prior to any anniversary of the Effective Closing Date, by notice to the Administrative Agent (who shall promptly notify the Lenders), request that the Lenders each Lender extend the (each such date on which an extension occurs, an “Extension Date”) such Lender’s then effective Maturity Date at (the time in effect “Existing Maturity Date”) to the first anniversary of date that is 366 days after such Lender’s Existing Maturity Date; provided that if any requested Extension Date is not a Business Day, such Extension Date shall be the Maturity Date then in effect. immediately succeeding Business Day. (b) Each Lender, acting in its sole and individual discretion, shall, by notice to CBNA the Administrative Agent given not more later than 20 days the date that is 10 Business Days (or such shorter period as the Administrative Agent may agree in its reasonable discretion) after the date of on which the Extension LetterAdministrative Agent received the Borrower’s extension request (the “Lender Notice Date”), advise CBNA in writing the Administrative Agent whether or not such Lender agrees to such extension (each Lender that determines to so advises CBNA that it will not extend the its Maturity Date, being referred an “Extending Lender”). Each Lender that determines not to herein as so extend its Maturity Date (a “Non-extending Extending Lender”) shall notify the Administrative Agent of such fact promptly after such determination (but in any event no later than the Lender Notice Date); provided that , and any Lender that does not so advise CBNA by the 20th day after Administrative Agent on or before the date of the Extension Letter Lender Notice Date shall be deemed to be a Non-extending Extending Lender. The election of any Lender to agree to such extension shall not obligate any other Lender to so agree. (i) If Lenders holding Commitments , and it is understood and agreed that aggregate more than 50% no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for extension of the total Commitments on the 20th day after the date of the Extension Letter shall not have agreed to extend the Maturity Date, then the Maturity Date shall not be so extended and the outstanding principal balance of all Loans and other amounts payable hereunder shall be payable on such Maturity Date. (ii) If (and only if) Lenders holding Commitments that aggregate more than 50% of the total Commitments on the 20th day after the date of the Extension Letter shall have agreed to extend the Maturity Date, then the Maturity Date applicable to the Lenders that shall so have agreed shall be the first anniversary of the current Maturity Date. In the event of such extension, the Commitment of each Non-extending Lender shall terminate on the Maturity Date in effect prior to such extension, all Loans and other amounts payable hereunder to such Non-extending Lenders shall become due and payable on such Maturity Date and the total Commitment of the Lenders hereunder shall be reduced by the Commitments of Non-extending Lenders so terminated on such Maturity Date. (c) In The Administrative Agent shall promptly notify the event that the conditions Borrower of clause each Lender’s determination under this Section. (iid) of paragraph (b) above have been satisfied, the Company The Borrower shall have the right right, but shall not be obligated, on or before the applicable Maturity Date in effect prior to the requested extension, at its own expense, to require for any Non-extending Extending Lender to transfer replace such Non-Extending Lender with, and assign without recourse add as “Lenders” under this Agreement in place thereof, one or more financial institutions that are not Ineligible Institutions (except as to title each, an “Additional Extension Lender”) approved by the Administrative Agent in accordance with the procedures provided in Section 12.7, each of which Additional Extension Lenders shall have entered into an Assignment and the absence of Liens created by it) Assumption (in accordance with and subject to the restrictions contained in Section 8.412.6, with the Borrower or replacement Lender obligated to pay any applicable processing or recordation fee) all with such Non-Extending Lender, pursuant to which such Additional Extension Lenders shall, effective on or before the Maturity Date for such Non-Extending Lender, take an assignment of loans (and, if any such Additional Extension Lender is already a Lender, its interests, rights and obligations under this Agreement Loans shall be in addition to such Lender’s Loans hereunder on such date). Prior to any Non-Extending Lender being replaced by one or more banks or other financial institutions identified Additional Extension Lenders pursuant hereto, such Non-Extending Lender may elect, in its sole discretion, by giving irrevocable notice thereof to the Non-extending Administrative Agent and the Borrower (which notice shall set forth such Lender, which may include any Lender which agrees to accept such transfer and assignment (each an “Additional Commitment Lender”’s new Maturity Date), provided to become an Extending Lender. The Administrative Agent may effect such amendments to this Agreement as are reasonably necessary to provide for any such extensions with the consent of the Borrower but without the consent of any other Lenders. (e) If (and only if) the total of the Loans of the Lenders that have agreed to extend their Maturity Date is more than 50% of the aggregate amount of the Loans outstanding in effect immediately prior to the applicable Extension Date, then, effective as of the applicable Extension Date, the Maturity Date of each Extending Lender and of each Additional Extension Lender shall be extended to the date that is one year after the Existing Maturity Date (except that, if such date is not a Business Day, such Maturity Date as so extended shall be the immediately preceding Business Day) and each Additional Extension Lender shall thereupon become a “Lender” for all purposes of this Agreement and shall be bound by the provisions of this Agreement as a Lender hereunder and shall have the obligations of a Lender hereunder. (f) Notwithstanding the foregoing, (x) such Additional Commitment Lender, if not already a Lender hereunder, no more than one (1) extension of the Maturity Date shall be subject to the approval of CBNA permitted and the Company (such approvals not to be unreasonably withheld), (y) such assignment shall become effective as any extension of a date specified by the Company (which any Maturity Date pursuant to this Section 2.16 shall not be later than effective with respect to any Extending Lender unless: (i) there shall exist no Default or Event of Default on the applicable Extension Date and immediately after giving effect thereto; (ii) the representations and warranties made by the Borrower contained herein shall be true and correct in all material respects (or in all respects if such representation is qualified by materiality or Material Adverse Effect) as of the applicable Extension Date and after giving effect thereto with the same effect as though such representations and warranties had been made on and as of such Extension Date (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (or in all respects if such representation is qualified by materiality or Material Adverse Effect) as of such earlier date); and (iii) the Administrative Agent shall have received a certificate from the Borrower signed by an Authorized Officer of the Borrower (A) certifying the accuracy of the foregoing clauses (i) and (ii) and (B) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such extension. (g) It is understood and agreed that the Maturity Date of each Non-Extending Lender shall remain unchanged and the repayment of all obligations owed to them pursuant to this Agreement and any related loan documents and the termination of their Commitments shall occur on the then existing Maturity Date without giving effect to such extension request. (h) On the Maturity Date of each Non-Extending Lender, the Borrower shall repay such Non-Extending Lender in effect prior to the requested extension) accordance with Section 2.5 (and (z) the Additional Commitment Lender shall pay to such Non-extending Extending Lender in immediately available funds all of the other obligations owing to it under this Agreement) and after giving effect thereto shall prepay any Loans outstanding on such date (and pay any additional amounts required pursuant to Section 2.11) to the extent necessary to keep outstanding Loans ratable with any revised Commitment Percentage of the respective Lenders effective date as of such assignment date, and the principal Administrative Agent shall administer any necessary reallocation of and interest accrued the Loans (without regard to any minimum borrowing, pro rata borrowing and/or pro rata payment requirements contained elsewhere in this Agreement). (i) This Section shall supersede any provisions in Section 2.7 or Section 12.1 to the date of payment on the Loans made by it hereunder and all other amounts accrued for its account or owed to it hereunder. Notwithstanding the foregoing, no extension of the Maturity Date shall become effective unless, on the Maturity Date in effect prior to the requested extension the conditions set forth in paragraphs (a) and (b) of Section 4.2 shall be satisfied or waived (with all references in such paragraphs to a Borrowing being deemed to be references to the current Maturity Date) and CBNA shall have received a certificate to that effect dated such Maturity Date and executed by a Financial Officer of the Companycontrary.

Extension of Maturity Date. (ad) The Company may, from time to time, by sending an delivery of a Maturity Date Extension Letter Request to CBNA the Administrative Agent (in which case CBNA shall promptly deliver a copy to each of the Lenders), during Lenders of the period applicable Class of Loans) not less than 30 45 days (or such shorter period of time as may be agreed between the Company and the Administrative Agent) and not more than 60 75 days prior to (x) any anniversary of the Effective DateDate or (y) the Maturity Date of the 2019 Incremental Term Loans (as applicable), request that the Lenders of the applicable Class of Revolving Loans and Commitments, Swingline Loans and/or 2019 Incremental Term Loans extend the Existing Maturity Date (I) in respect of Revolving Borrowings and Swingline Loans for an additional period of one year and (II) in respect of 2019 Incremental Term Loans for an additional period of up to 364 days as specified in the applicable Maturity Date Extension Request. Each Lender of the applicable Class shall, by notice to the Company and the Administrative Agent given not later than the 20th day after the date of the Administrative Agent’s receipt of the Maturity Date at Extension Request from the time Company, advise the Company whether or not in effect its sole discretion it agrees to the requested extension (each Lender of the applicable Class agreeing to a requested extension being called a “Consenting Lender”, and each Lender of the applicable Class declining to agree to a requested extension being called a “Declining Lender”). Any Lender of the applicable Class that has not so advised the Company and the Administrative Agent by such day shall be deemed to have declined to agree to such extension and shall be a Declining Lender. If Lenders constituting the Required Lenders shall have agreed to a Maturity Date Extension Request in respect of the Revolving Commitments and Revolving Borrowings, then the Maturity Date shall, as to the applicable Consenting Lenders, be extended to the first anniversary of the Maturity Date then in respect of Revolving Borrowings theretofore in effect. Each Lender, acting in its sole discretion, shall, by notice to CBNA given not more than 20 days after If the date of Lenders constituting the Extension Letter, advise CBNA in writing whether or not such Lender agrees to such extension (each Lender that so advises CBNA that it will not extend the Maturity Date, being referred to herein as a “Non-extending Lender”); provided that any Lender that does not advise CBNA by the 20th day after the date of the Extension Letter Required 2019 Incremental Term Lenders shall 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. (i) If Lenders holding Commitments that aggregate more than 50% of the total Commitments on the 20th day after the date of the Extension Letter shall not have agreed to extend the a Maturity DateDate Extension Request of 2019 Incremental Term Loans, then the Maturity Date shall not shall, as to the applicable Consenting Lenders, be so extended and to the outstanding principal balance of all Loans and other amounts payable hereunder shall be payable on such Maturity Date. (ii) If (and only if) Lenders holding Commitments that aggregate more than 50% of the total Commitments on the 20th day after the requested date of the Extension Letter shall have agreed up to extend the Maturity Date, then 364 days from the Maturity Date in respect of 2019 Incremental Term Loans theretofore in effect as specified in the applicable Maturity Date Extension Request. The decision to the Lenders that shall so have agreed agree or withhold agreement to any Maturity Date Extension Request shall be at the first anniversary sole discretion of the current Maturity Dateeach applicable Lender. In the event of such extension, the The Revolving Commitment of each Non-extending any Declining Lender shall terminate on the Maturity Date in effect prior to giving effect to any such extension. The principal amount of any outstanding Loans made by Declining Lenders, all Loans together with any accrued interest thereon and any accrued fees and other amounts payable hereunder to or for the account of such Non-extending Declining Lenders shall become due and payable on such Maturity Date and the total Commitment of the Lenders hereunder shall be reduced by the Commitments of Non-extending Lenders so terminated on such Maturity Date. (c) In the event that the conditions of clause (ii) of paragraph (b) above have been satisfied, the Company shall have the right on or before the 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 (except as to title and the absence of Liens created by it) (in accordance with and subject to the restrictions contained in Section 8.4) 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 which agrees to accept such transfer and assignment (each an “Additional Commitment Lender”), provided that (x) such Additional Commitment Lender, if not already a Lender hereunder, shall be subject to the approval of CBNA due and the Company (such approvals not to be unreasonably withheld), (y) such assignment shall become effective as of a date specified by the Company (which shall not be later than the Maturity Date in effect prior to the requested extension) and (z) the Additional Commitment Lender shall pay to such Non-extending Lender in immediately available funds on the 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 owed to it hereunder. Notwithstanding the foregoing, no extension of the Maturity Date shall become effective unless, payable on the Maturity Date in effect prior to giving effect to any such extension (such Maturity Date being called the requested “Existing Maturity Date”), and on the Existing Maturity Date the Borrowers shall also make such other prepayments of their Loans pursuant to Section 2.11 as shall be required in order that, after giving effect to the termination of the Revolving Commitments of, and all payments to, Declining Lenders pursuant to this sentence, the total Revolving Credit Exposures would not exceed the total Revolving Commitments. Notwithstanding the foregoing provisions of this paragraph, the Company shall have the right, pursuant to and in accordance with Section 2.19(b), at any time prior to the Existing Maturity Date, to replace a Declining Lender with a Lender or other financial institution that will agree to the applicable Maturity Date Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender. Notwithstanding the foregoing, (a) the Availability Period and the Existing Maturity Date (without taking into consideration any extension pursuant to this Section 2.09), as such terms are used in reference to any Issuing Bank or any Letters of Credit issued by such Issuing Banks or the Swingline Lender or any Swingline Loans made by the Swingline Lender, may not be extended without the prior written consent of such Issuing Bank or the Swingline Lender, as applicable (it being understood and agreed that, in the event any Issuing Bank or the Swingline Lender shall not have consented to any such extension, (i) such Issuing Bank or the Swingline Lender, as applicable, shall continue to have all the rights and obligations of an Issuing Bank or the Swingline Lender, as applicable, hereunder through the Existing Maturity Date (or the Availability Period determined on the basis thereof, as applicable), and thereafter shall have no obligation to issue, amend, extend or renew any Letter of Credit or to make any Swingline Loan, as applicable (but shall, in each case, continue to be entitled to the benefits of Sections 2.04, 2.05, 2.15, 2.17, 10.03 and 10.09, as applicable, as to Letters of Credit or Swingline Loans issued or made prior to such time), and (ii) the Borrowers shall cause the LC Exposure attributable to Letters of Credit issued by such Issuing Bank and the Swingline Exposure to be zero no later than the day on which such LC Exposure or Swingline Exposure, as applicable, would have been required to have been reduced to zero in accordance with the terms hereof without giving effect to any effectiveness of the extension of the applicable Existing Maturity Date pursuant to this paragraph (and, in any event, no later than the Existing Maturity Date)) and (b) no extension of the Existing Maturity Date pursuant to this paragraph shall become effective unless on the Extension Date that immediately follows the date on which the Company delivers the applicable Maturity Date Extension Request, the conditions set forth in paragraphs (a) and (b) of Section 4.2 4.02 shall be satisfied or waived (with all references in such paragraphs Section to a Borrowing being deemed to be references to such extension and without giving effect to the current Maturity Dateparenthetical in Section 4.02(a)) and CBNA and, if reasonably requested by the Administrative Agent, the Administrative Agent shall have received a certificate to that effect dated such Maturity Date date and executed by a Financial Officer of the CompanyCompany as well as documents consistent with those delivered under Sections 4.01(b) and 4.01(c) as to the corporate power and authority of the Borrowers to borrow hereunder after giving effect to such extension.”

Extension of Maturity Date. (a) The Company Borrower may, by sending an delivery of a Maturity Date Extension Letter Request to CBNA the Administrative Agent (in which case CBNA shall promptly deliver a copy to each of the Lenders), during the period of not less than 30 days and not more than 60 days prior to any anniversary of the Effective Date, request that the Lenders extend the Maturity Date for an additional period of one year; provided that (a) not more than a single extension of the Maturity Date may be effected in any period of 12 consecutive months and there shall be no more than two extensions of the Maturity Date pursuant to this Section 2.05 and (b) after giving effect to any extension, the Maturity Date may not be more than five years after the applicable Extension Closing Date. Each Lender shall, by notice to the Borrower and the Administrative Agent given not later than the 20th day after the date of the Administrative Agent’s receipt of the Maturity Date Extension Request, advise the Borrower whether or not it agrees to the requested extension (each Lender agreeing to a requested extension being called an “Extending Lender”, and each Lender declining to agree to a requested extension being called a “Non-Extending Lender”). Any Lender that has not so advised the Borrower and the Administrative Agent by such day shall be deemed to have declined to agree to such extension and shall be a Non-Extending Lender; provided that a Non-Extending Lender (other than a Defaulting Lender) may, with the written consent of the Borrower, elect to become an Extending Lender by providing written notice of such election to the Borrower and the Administrative Agent at any time prior to the time in effect applicable Existing Maturity Date. If Lenders constituting the Required Lenders shall have agreed to a Maturity Date Extension Request within the 20-day period described above, then, effective as of the Extension Closing Date with respect thereto, the Maturity Date shall, as to the Extending Lenders, be extended to the first anniversary of the Maturity Date then theretofore in effect. Each Lender, acting effect (such Maturity Date theretofore in its sole discretion, shall, by notice to CBNA given not more than 20 days after effect being called the date of the Extension Letter, advise CBNA in writing whether or not such Lender agrees to such extension (each Lender that so advises CBNA that it will not extend the “Existing Maturity Date, being referred to herein as a “Non-extending Lender”); provided that any Lender that does not advise CBNA by the 20th day after the date of the Extension Letter shall 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. (i) If Lenders holding Commitments that aggregate more than 50% of the total Commitments on the 20th day after the date of the Extension Letter shall not have agreed to extend the Maturity Date, then the Maturity Date shall not be so extended and the outstanding principal balance of all Loans and other amounts payable hereunder shall be payable on such Maturity Date. (ii) If (and only if) Lenders holding Commitments that aggregate more than 50% of the total Commitments on the 20th day after the date of the Extension Letter shall have agreed to extend the Maturity Date, then the Maturity Date applicable to the Lenders that shall so have agreed shall be the first anniversary of the current Maturity Date. In the event of such extension, the Commitment of each Non-extending Lender shall terminate on the Maturity Date in effect prior to such extension, all Loans and other amounts payable hereunder to such Non-extending Lenders shall become due and payable on such Maturity Date and the total Commitment of the Lenders hereunder shall be reduced by the Commitments of Non-extending Lenders so terminated on such Maturity Date. (c) In the event that the conditions of clause (ii) of paragraph (b) above have been satisfied, the Company shall have the right on or before the 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 (except as to title and the absence of Liens created by it) (in accordance with and subject to the restrictions contained in Section 8.4) 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 which agrees to accept such transfer and assignment (each an “Additional Commitment Lender”), provided that (x) such Additional Commitment Lender, if not already a Lender hereunder, shall be subject to the approval of CBNA and the Company (such approvals not to be unreasonably withheld), (y) such assignment shall become effective as of a date specified by the Company (which shall not be later than the Maturity Date in effect prior to the requested extension) and (z) the Additional Commitment Lender shall pay to such Non-extending Lender in immediately available funds on the 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 owed to it hereunder. Notwithstanding the foregoing, no extension of the Maturity Date pursuant to this Section 2.05 shall become effective unless, unless on the Maturity Date in effect prior to date of the requested extension effectiveness thereof the conditions set forth in paragraphs Section 7.02(b) (a) without giving effect to the parenthetical therein and (b) of Section 4.2 shall be satisfied or waived (with all references in such paragraphs therein to a Borrowing being deemed to be references to such extension, and with Section 6.05(a) being deemed for this purpose to refer to the current Maturity Datemost recent financial statements delivered pursuant to Sections 8.03(a) and CBNA 8.03(b)) shall be satisfied and no Default shall have occurred and be continuing, and the Administrative Agent shall have received a certificate to that effect dated as of such Maturity Date date and executed by a Financial Officer of the CompanyBorrower (the first date on which such consent of the Required Lenders to such extension is obtained and the conditions specified in this proviso are satisfied with respect to such extension being called the “Extension Closing Date”). The decision to agree or withhold agreement to any Maturity Date Extension Request shall be at the sole discretion of each Lender. The Commitment of any Non-Extending Lender shall terminate on the Existing Maturity Date. The principal amount of any outstanding Loans made by the Non-Extending Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the account of the Non-Extending Lenders hereunder, shall be due and payable on the Existing Maturity Date, and on the Existing Maturity Date the Borrower shall also make such other prepayments of the Loans pursuant to Section 5.06 as shall be required in order that, after giving effect to the termination of the Commitments of, and all payments to, the Non-Extending Lenders pursuant to this sentence, the aggregate Revolving Credit Exposures would not exceed the Aggregate Commitments. The Borrower shall have the right, pursuant to Section 5.14(b), at any time on or prior to the applicable Existing Maturity Date to replace any Non-Extending Lender with one or more Lenders or other financial institutions that will agree to the applicable Maturity Date Extension Request, and each such replacement Lender or financial institution shall for all purposes hereof constitute an Extending Lender. Notwithstanding the foregoing, the Revolving Availability Period and the Maturity Date, as such terms are used in reference to Letters of Credit issued or to be issued by any Issuing Lender, will not be extended without the prior written consent of such Issuing Lender.

Extension of Maturity Date. (a) The Company mayOn no more than two (2) occasions prior to the Maturity Date, by sending the Borrower may request an Extension Letter to CBNA (in which case CBNA shall promptly deliver a copy to each extension of the Lenders), during the Maturity Date for a period of not less one additional year by submitting a request for an extension to the Administrative Agent (an “Extension Request”) no earlier than 90 days, but no later than 30 days and not more than 60 days prior to any anniversary of the Effective Closing Date, request that . The Extension Request must specify the new Maturity Date requested by the Borrower and the date as of which the Lenders extend must respond to the Extension Request, which date shall not be less than 20 days prior to the applicable anniversary date (the “Response Date”). Promptly upon receipt of an Extension Request, the Administrative Agent shall notify each Lender of the contents thereof and shall request each Lender to approve the Extension Request. Each Lender may, in its sole and absolute discretion, approve or deny any Extension Request. Each Lender approving the Extension Request (an “Extending Lender”) shall deliver its written consent no later than the Response Date and any Lender which has not responded to such Extension Request by the Response Date shall be deemed to have declined it. The Administrative Agent shall provide written notice to the Borrower of the Lenders’ response no later than 5 days prior to the applicable anniversary date. The Extending Lenders’ Revolving Credit Commitments (and the Maturity Date) shall be extended for one additional year after the Maturity Date in effect at the time the Extension Request is received, including the Maturity Date as one of the days in effect the calculation of the days elapsed; provided that (i) at least 70% of the Revolving Credit Commitment amount is extended or otherwise committed to by Extending Lenders and any new lenders and (ii) the Borrower has delivered to the first anniversary Administrative Agent (x) an Officer’s Certificate dated as of the Maturity Date then in effect. Each Lender, acting in its sole discretion, shall, by notice to CBNA given not more than 20 days after effect at the date of time the Extension LetterRequest is received certifying that (A) the representations and warranties contained in Article VI and the other Loan Documents are true and correct as of such date, advise CBNA except to the extent that such representations and warranties specifically refer to an earlier date, in writing whether which case they are true and correct as of such earlier date, and (B) no Default or not such Lender agrees to such extension Event of Default exists and (each Lender that so advises CBNA that it will not extend the Maturity Date, being referred to herein as a “Non-extending Lender”); provided that any Lender that does not advise CBNA y) customary corporate authorization documents reasonably requested by the 20th day after the date of the Extension Letter shall be deemed to be a Non-extending LenderAdministrative Agent. The election of any Lender to agree to such extension shall not obligate any other Lender to agree. (i) If Lenders holding Commitments that aggregate more than 50% of the total Commitments on the 20th day after the date of the Extension Letter shall not have agreed to extend the Maturity DateOtherwise, then the Maturity Date shall not be so extended and the outstanding principal balance of all Loans and other amounts payable hereunder shall be payable on such Maturity Dateextended. (iib) If (and only if) Lenders holding Commitments The Commitment of any Lender that aggregate more than 50% of the total Commitments declines an Extension Request or fails to approve an Extension Request on the 20th day after the date of the Extension Letter shall have agreed to extend the Maturity Date, then the Maturity Date applicable or prior to the Lenders that shall so have agreed Response Date (a “Declining Lender”) shall be the first anniversary of the current Maturity Date. In the event of such extension, the Commitment of each Non-extending Lender shall terminate terminated on the Maturity Date in effect prior at the time such Extension Request is received (without regard to such extension, all Loans and any extension by other amounts payable hereunder to such Non-extending Lenders shall become due and payable on such Maturity Date Lenders) and the total Commitment of the Lenders hereunder shall be reduced by the Commitments of Non-extending Lenders so terminated on such Maturity Date. (c) In the event that the conditions of clause (ii) of paragraph (b) above have been satisfied, the Company shall have the right on or before the 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 (except as to title and the absence of Liens created by it) (in accordance with and subject to the restrictions contained in Section 8.4) 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 which agrees to accept such transfer and assignment (each an “Additional Commitment Lender”), provided that (x) such Additional Commitment Lender, if not already a Lender hereunder, shall be subject to the approval of CBNA and the Company (such approvals not to be unreasonably withheld), (y) such assignment shall become effective as of a date specified by the Company (which shall not be later than the Maturity Date in effect prior to the requested extension) and (z) the Additional Commitment Lender Borrower shall pay to such Non-extending Declining Lender in immediately available funds on the effective date of such assignment the principal of all principal, interest, fees and interest accrued to the date of payment on the Loans made by it hereunder and all other amounts accrued for its account or owed owing to it hereunder. Notwithstanding the foregoing, no extension of the Maturity Date shall become effective unless, such Declining Lender on the Maturity Date in effect at the time such Extension Request is received (without regard to any extension by other Lenders). The Borrower shall have the right, on or prior to the requested extension applicable anniversary date, to replace any Declining Lender with a third party financial institution reasonably acceptable to the conditions Administrative Agent and the Borrower in the manner set forth in paragraphs Section 4.12(b). 3.3. Section 4.1(b) of the Credit Agreement is hereby amended by deleting the first clause thereof and replacing it with the following: In connection with each LIBOR Rate Loan, the Borrower by giving notice at the times described in Section 2.3 or 4.2, as applicable, shall elect an interest period (each, an “Interest Period”) to be applicable to such Loan, which Interest Period shall be a period of one (1), two (2), three (3), six (6) or, with the consent of each Lender, twelve (12) months; provided that: 3.4. Section 4.2 of the Credit Agreement is hereby amended by deleting the first paragraph thereof and replacing it with the following: The Borrower shall have the option to: (a) convert at any time following the third Business Day after the Restatement Closing Date all or any portion of any outstanding Base Rate Loans (other than Swingline Loans) in a principal amount equal to $1,000,000 or any whole multiple of $1,000,000 in excess thereof into one or more LIBOR Rate Loans; and (b) upon the expiration of any Interest Period with respect to any LIBOR Rate Loans, (i) convert all or any part of its outstanding LIBOR Rate Loans in a principal amount equal to $5,000,000 or a whole multiple of $1,000,000 in excess thereof into Base Rate Loans (other than Swingline Loans) or (ii) continue such LIBOR Rate Loans as LIBOR Rate Loans; provided, that following the occurrence and during the continuation of a Default or an Event of Default, upon notice provided to the Borrower, at the sole discretion of the Administrative Agent or the Required Lenders, the Borrower shall no longer be able to exercise any such option. 3.5. Section 4.13 of the Credit Agreement is hereby amended by deleting the reference to “$50,000,000” therein and replacing it with a reference to “$75,000,000”. 3.6. Section 6.21 of the Credit Agreement is hereby amended by deleting the last sentence thereof and replacing it with the following: No event has occurred which permits, or after notice or lapse of time or both would permit, the revocation or termination of any such rights, and neither the Borrower nor any Subsidiary is liable to any Person for infringement under applicable law with respect to any such rights as a result of its business operations, which in any such case could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect. 3.7. Section 7.14 of the Credit Agreement is hereby amended by restating clauses (a) and (b) in their entirety as follows: (a) Notify the Administrative Agent within three (3) Business Days after the creation or acquisition of Section 4.2 shall be satisfied any Domestic Subsidiary and promptly thereafter (and in any event within thirty (30) days after such creation or waived acquisition), cause such Person to (with all references in such paragraphs to i) become a Borrowing being deemed to be references Subsidiary Guarantor by delivering to the current Maturity DateAdministrative Agent a duly executed supplement to the Subsidiary Guaranty Agreement or such other document as the Administrative Agent shall deem appropriate for such purpose, (ii) deliver to the Administrative Agent such documents and certificates referred to in Section 5.1 as may be reasonably requested by the Administrative Agent, (iii) deliver to the Administrative Agent such updates to the Schedules to the Loan Documents as requested by the Administrative Agent with respect to such Person, and (iv) deliver to the Administrative Agent such other documents and instruments as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, any Domestic Subsidiary with less than $1,000,000 in assets at the time of its creation or acquisition shall not be required to comply with this paragraph (a); provided, that if any time thereafter such Domestic Subsidiary shall acquire assets in excess of $1,000,000, the Borrower shall promptly notify the Administrative Agent thereof and shall cause such Domestic Subsidiary to promptly thereafter comply with the requirements of this paragraph (a). (b) Notify the Administrative Agent within three (3) Business Days after any Person becomes a first tier Foreign Subsidiary of the Borrower, and promptly thereafter (and in any event within forty-five (45) days after notification), cause (i) the Borrower or the applicable Subsidiary to deliver Security Documents to the Administrative Agent pledging sixty-five percent (65%) of the total outstanding Capital Stock (to the extent, and for so long as, the pledge of any greater percentage would have material adverse federal income tax consequences for the Borrower) and CBNA shall have received a certificate to that effect dated such Maturity Date and consent thereto executed by a Financial Officer such new Foreign Subsidiary (including, without limitation, if applicable, original stock certificates (or the equivalent thereof pursuant to the Applicable Laws and practices of any relevant foreign jurisdiction) evidencing the Capital Stock of such new first tier Foreign Subsidiary, together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereof), (ii) such Person to deliver to the Administrative Agent such documents and certificates referred to in Section 5.1 as may be reasonably requested by the Administrative Agent, (iii) such Person to deliver to the Administrative Agent such updates to the Schedules to the Loan Documents as requested by the Administrative Agent with regard to such Person and (iv) such Person to deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, any first tier Foreign Subsidiary with less than $10,000,000 in assets at the time of its creation or acquisition shall not be required to comply with this paragraph (b); provided, that if any time thereafter such first tier Foreign Subsidiary shall acquire assets in excess of $10,000,000, the Borrower shall promptly notify the Administrative Agent thereof and cause such first tier Foreign Subsidiary to promptly thereafter comply with the requirements of this paragraph (b). 3.8. Section 8.1 of the CompanyCredit Agreement is hereby amended by deleting the last sentence thereof in its entirety and replacing it with the following: The consideration paid for any assets or Property in any sale, transfer, lease or other disposition of assets or Property permitted by this Section 8.1 must be equal to the Fair Market Value for such assets or Property. 3.9. Section 8.2 of the Credit Agreement is hereby amended by: (i) deleting the reference to “$2,500,000” in clause (d) thereof and replacing it with a reference to “$5,000,000”; (ii) deleting the reference to “$20,000,000” in clause (e) thereof and replacing it with a reference to “$30,000,000”; (iii) deleting the reference to “$20,000,000” in clause (j) thereof and replacing it with a reference to “$50,000,000”; and (iv) deleting clause (q) thereof in its entirety and replacing it with the following:

Extension of Maturity Date. (a) The Company Not earlier than 90 days prior to, nor later than 30 days prior to, each anniversary of the Closing Date, the Borrower may, by sending an Extension Letter upon notice to CBNA the Administrative Agent (in which case CBNA shall promptly deliver a copy to each of notify the Lenders), during the period of not less than 30 days and not more than 60 days prior to any anniversary of the Effective Date, request that the Lenders extend the Maturity Date at the time in effect to the first anniversary a one year extension of the Maturity Date then in effect. Each LenderThis option may be exercised only twice. Within 30 days of delivery of such notice, acting in its sole discretion, shall, by notice to CBNA given not more than 20 days after each Lender shall notify the date of the Extension Letter, advise CBNA in writing Administrative Agent whether or not such Lender agrees it consents to such extension (each which consent may be given or withheld in such Lender’s sole and absolute discretion). Any Lender that not responding within the above time period shall be deemed not to have consented to such extension. The Administrative Agent shall promptly notify the Borrower and the Lenders of the Lenders’ responses. (b) The Maturity Date shall be extended only if the consenting Lenders (the “Consenting Lenders”) constitute Required Lenders. If so advises CBNA that it will not extend extended, the Maturity Date, as to the Consenting Lenders, shall be extended to the same date in the following year, effective as of the anniversary of the Closing Date applicable to such extension request (such extended Maturity Date being referred to herein as a the “Extension Maturity Date”). All non-consenting Lenders (“Non-extending LenderConsenting Lenders”); provided that any Lender that does not advise CBNA by the 20th day after the date of the Extension Letter ) shall be deemed continue to be a Non-extending Lender. The election of any Lender subject to agree to such extension shall not obligate any other Lender to agree. (i) If Lenders holding Commitments that aggregate more than 50% of the total Commitments on the 20th day after the date of the Extension Letter shall not have agreed to extend the Maturity Date, then the Maturity Date shall not be so extended and the outstanding principal balance of all Loans and other amounts payable hereunder shall be payable on such Maturity Date. (ii) If (and only if) Lenders holding Commitments that aggregate more than 50% of the total Commitments on the 20th day after the date of the Extension Letter shall have agreed to extend the Maturity Date, then the Maturity Date applicable to the Lenders that shall so have agreed shall be the first anniversary of the current Maturity Date. In the event of such extension, the Commitment of each Non-extending Lender shall terminate on the Maturity Date in effect prior to such extension, all Loans and other amounts payable hereunder to such Non-extending Lenders shall become due and payable on such Maturity Date and the total Commitment of the Lenders hereunder shall be reduced by the Commitments of Non-extending Lenders so terminated on such Maturity Date. (c) In the event that the conditions of clause (ii) of paragraph (b) above have been satisfied, the Company shall have the right on or before the 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 effectiveness of the Extension Maturity Date (except as to title and such existing Maturity Date being the absence of Liens created by it) (in accordance with and subject to the restrictions contained in Section 8.4) 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 which agrees to accept such transfer and assignment (each an “Additional Commitment LenderPresent Maturity Date”), provided that (x) such Additional Commitment Lender, if not already a Lender hereunder, shall be subject to the approval of CBNA and the Company (such approvals not to be unreasonably withheld), (y) such assignment shall become effective as of a date specified by the Company (which shall not be later than the Maturity Date in effect prior to the requested extension) and (z) the Additional Commitment Lender . The Borrower shall pay to such Non-extending Lender in immediately available funds on the effective date of such assignment the principal of and or prepay all Credit Extensions, interest accrued to the date of payment on the Loans made by it hereunder thereon and all other amounts accrued for its account due each Non-Consenting Lender on or owed to it hereunder. Notwithstanding before the foregoingPresent Maturity Date, no extension and, if after giving effect thereto, the Outstanding Amounts exceed the Commitments of the Maturity Date Consenting Lenders the Borrower shall become effective unlessprepay the Borrowings in the amount of such excess, on together with all accrued and unpaid interest thereon (or if no Borrowings are then outstanding, Cash Collateralize the Maturity Date in effect prior L/C Obligations to the requested extent such L/C Obligations exceed the Commitments of the Consenting Lenders, which Cash Collateral shall be released to the Borrower thereafter to the extent such L/C Obligations are decreased in amount). The Administrative Agent and the Borrower shall promptly confirm to the Lenders such extension and the Extension Maturity Date. As conditions set forth precedent to such extension, (i) the Borrower shall deliver to the Administrative Agent a certificate of the Borrower signed by a Responsible Officer of the Borrower (i) certifying that such extension is within the Borrower’s corporate authority and has been duly authorized by appropriate governing action and proceedings and (ii) certifying that, before and after giving effect to such extension, (A) the representations and warranties contained in paragraphs Article IV and the other Loan Documents are true and correct in all material respects (aexcept to the extent that such representation and warranty is qualified by materiality, in which case they shall have been true and correct in all respects), except to the extent that such representations and warranties expressly relate solely to an earlier date, in which case they shall have been true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.17, the representations and warranties contained in Sections 5.05(a) and (b) of Section 4.2 shall be satisfied or waived (with all references in such paragraphs to a Borrowing being deemed to be references refer to the current most recent statements furnished pursuant to Section 6.01, and (B) no Default has occurred and is continuing, (ii) the Borrower, each Consenting Lender, and the Administrative Agent shall enter into an agreement, in form and substance reasonably satisfactory to the Administrative Agent, to evidence such extension and (iii) the Borrower shall pay such fees as to be mutually agreed and any expenses due under Section 10.04 as of the date such extension is exercised (or such later date as the Administrative Agent may agree). If the Maturity Date has been extended, then on the Present Maturity Date, each Consenting Lender shall automatically be deemed to have purchased participations in each Letter of Credit, the related L/C Obligations, and each Swing Line Loan equal to such Consenting Lender’s Applicable Percentage thereof after giving effect to the departure of the Non-Consenting Lenders and the elimination of their Commitments. (c) Notwithstanding anything in this Section 2.17 to the contrary, the Maturity Date and the Letter of Credit Expiration Date, as such terms are used in reference to any L/C Issuer or any Letter of Credit issued by such L/C Issuer or in reference to the Swing Line Lender or any Swing Line Loans, may not be extended with respect to any L/C Issuer or the Swing Line Lender without the prior written consent of such L/C Issuer or the Swing Line Lender, as applicable (it being understood and agreed that, in the event any L/C Issuer or the Swing Line Lender, as applicable, shall not have consented to any request for extension of the Maturity Date, (A) such L/C Issuer shall continue to have all the rights and obligations of an L/C Issuer hereunder, and the Swing Line Lender shall continue to have all the rights and obligations of the Swing Line Lender hereunder, in each case through the applicable Present Maturity Date (or the Letter of Credit Expiration Date determined on the basis thereof), and thereafter shall have no obligation to issue, amend, extend or renew any Letter of Credit or to make any Swing Line Loan, as applicable (but shall continue to be entitled to the benefits of Sections 2.03, 2.15, 3.01, 3.04, and 10.04 as to Letters of Credit issued or Swing Line Loans made prior to such time), and (B) the Borrower shall cause the amount of such L/C Issuer’s L/C Obligations to be zero (unless such Letter of Credit has been cash collateralized in a manner acceptable to the Administrative Agent and such L/C Issuer or other arrangements with respect thereto have been made that are satisfactory to the Administrative Agent and such L/C Issuer) no later than the day on which such L/C Obligations would have been required to have been reduced to zero in accordance with the terms hereof without giving effect to the effectiveness of the extension of the applicable Present Maturity Date pursuant to this Section (and, in any event, no later than such Present Maturity Date) and CBNA shall have received a certificate repay the principal amount of all outstanding Swing Line Loans, together with any accrued interest thereon, on such Present Maturity Date). (d) This Section shall supersede any provisions in Section 2.13 or 10.01 to that effect dated such the contrary. (e) The Borrower shall prepay any L/C Advances outstanding on the Present Maturity Date (and executed by a Financial Officer pay any additional amounts required pursuant to Section 3.05) or borrow additional amounts to the extent necessary to keep outstanding Revolving Credit Loans ratable with any revised and new Commitment of all Consenting Lenders effective as of the CompanyPresent Maturity Date.

Extension of Maturity Date. (a) The Company Borrower may, by sending an Extension Letter notice to CBNA (in which case CBNA shall promptly deliver a copy to each of the Lenders), during Administrative Agent and the period of Lenders not less earlier than 30 days and not more than 60 days prior to any this first anniversary of the Effective Closing Date, request that the Lenders extend the Maturity Date at for the time Loans for one additional year from the existing Maturity Date (the “Extended Maturity Date”); provided, that the Maturity Date under this Section 2.17 may be extended no more than two times in effect the aggregate. Each Lender shall provide the Administrative Agent, not more than 15 days subsequent to any such request by the Borrower (or such other date as the Borrower and the Administrative Agent may agree; such date, the “Extension Request Date”), with written notice regarding whether it agrees to extend the then-current Maturity Date (each Lender agreeing to a requested extension being called an “Extending Lender”, and each Lender declining to agree to a requested extension being called a “Non-Extending Lender”). Each decision by a Lender shall be in its sole discretion and any Lender who fails to give timely written notice hereunder shall be deemed a Non-Extending Lender. (b) If all Lenders agree in writing to the extension request by the Extension Request Date, then the Maturity Date shall be extended to the first anniversary of the Maturity Date then in effect. Each LenderIf Lenders constituting Required Lenders, acting but not all Lenders, agree in its sole discretion, shall, writing to the extension request by notice to CBNA given not more than 20 days after the date of the Extension LetterRequest Date, advise CBNA then the Borrower may, on the Extension Request Date, notify the Administrative Agent in writing whether or not such Lender agrees to such extension (each Lender that so advises CBNA that it will not extend the Maturity Date, being referred to herein as a “Non-extending Lender”); provided that any Lender that does not advise CBNA by the 20th day after the date of the Extension Letter shall 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. (i) If Lenders holding Commitments that aggregate more than 50% of the total Commitments on the 20th day after the date of the Extension Letter shall not have agreed wishes to extend the Maturity Date, then and the Maturity Date shall not be so extended shall, as to the Commitments and the outstanding principal balance of all Loans and other amounts payable hereunder shall be payable on such Maturity Date. (ii) If (and only if) Lenders holding Commitments that aggregate more than 50% of the total Commitments on the 20th day after the date of the Extension Letter shall have agreed Extending Lenders, be extended to extend the Maturity Date, then the Maturity Date applicable to the Lenders that shall so have agreed shall be the first anniversary of the current Maturity Date. In the event of such extension, the Commitment of each Non-extending Lender shall terminate on the Maturity Date then in effect prior to giving effect to any such extension, all Loans and other amounts payable hereunder to such Non-extending Lenders shall become due and payable on such Maturity Date and the total Commitment of the Lenders hereunder shall be reduced by the Commitments of Non-extending Lenders so terminated on extension (such Maturity Date. (c) In the event that the conditions of clause (ii) of paragraph (b) above have been satisfied, the Company shall have “Existing Maturity Date”). The Borrower shall, on the right on or before the Existing Maturity Date in effect prior to the requested extensionDate, at its own expense, to require any Non-extending Lender to transfer and assign without recourse (except as to title and the absence of Liens created by it) (in accordance with and subject to the restrictions contained in Section 8.4) all its interests, rights and obligations under this Agreement to one or more banks or other financial institutions identified pay to the Non-extending Lender, which may include any Lender which agrees to accept such transfer and assignment (each an “Additional Commitment Lender”), provided that (x) such Additional Commitment Lender, if not already a Lender hereunder, shall be subject to the approval of CBNA and the Company (such approvals not to be unreasonably withheld), (y) such assignment shall become effective as of a date specified by the Company (which shall not be later than the Maturity Date Extending Lenders in effect immediately prior to the requested extension) and (z) the Additional Commitment Lender shall pay to such Non-extending Lender extension in immediately available funds on the effective date of such assignment the principal of and interest accrued on the portion of the Loans hereunder held by the Non-Extending Lenders, as well as all other amounts due and payable to the Non-Extending Lenders (including, without limitation, amounts required pursuant to Section 3.05), on such date. Upon such Existing Maturity Date, (i) the Commitments of each such Non-Extending Lender shall terminate, (ii) each such Non-Extending Lender shall cease to be a Lender hereunder, (iii) the Aggregate Revolving Commitments shall be reduced by an amount equal to the aggregate Commitments of each such Non-Extending Lender and (iv) notwithstanding anything to the contrary in Section 2.13, all outstanding Loans of each such Non-Extending Lender shall be paid in full. (c) Notwithstanding the foregoing provisions of this Section 2.17, the Borrower shall have the right, at its own discretion and at its own expense, at any time prior to the Existing Maturity Date to replace, in accordance with the terms of Section 11.13, a Non-Extending Lender with an Eligible Assignee that will agree to the applicable Maturity Date extension request, and any such replacement Lender shall for all purposes constitute an Extending Lender. (d) As a condition precedent to any extension pursuant to this Section 2.17, the Borrower shall deliver to the Administrative Agent a certificate of the Borrower (i) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such extension and (ii) certifying that, before and after giving effect to such extension, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the date of payment on effectiveness of such extension, except to the Loans made by it hereunder extent that such representations and all other amounts accrued for its account or owed warranties specifically refer to it hereunder. an earlier date, in which case they are true and correct as of such earlier date and (B) no Event of Default exists. (e) Notwithstanding anything to the foregoingcontrary contained herein, no extension L/C Issuer shall have its commitment to issue, amend or extend Letters of Credit extended beyond the Existing Maturity Date without its consent. (f) This Section shall become effective unless, on the Maturity Date supersede any provisions in effect prior Section 2.13 or 11.01 to the requested extension the conditions set forth in paragraphs (a) and (b) of Section 4.2 shall be satisfied or waived (with all references in such paragraphs to a Borrowing being deemed to be references to the current Maturity Date) and CBNA shall have received a certificate to that effect dated such Maturity Date and executed by a Financial Officer of the Company.contrary. ARTICLE III TAXES, YIELD PROTECTION AND ILLEGALITY

Extension of Maturity Date. (a) The Company Borrower may, by sending written notice to the Administrative Agent (such notice being an “Extension Letter Notice”) given at any time, from time to CBNA time but in any event, no later than forty-five (in which case CBNA shall promptly deliver a copy to each of the Lenders), during the period of not less than 30 days and not more than 60 45) days prior to any anniversary of the Effective Date, request that the Lenders extend the Maturity Date at the time in effect to the first anniversary of the Maturity Date then in effecteffect (the date of such notice, the “Notice Date”), request the Lenders to extend the then applicable Maturity Date to a date specified in the Extension Notice (the “Extended Maturity Date”). The Administrative Agent shall promptly transmit any Extension Notice to each Lender. Each Lender, acting in its sole discretion, shall, by notice Lender shall notify the Administrative Agent whether it wishes to CBNA given not more extend the then applicable Maturity Date no later than 20 twenty (20) days after the date of Notice Date, and any such notice given by a Lender to the Extension LetterAdministrative Agent, advise CBNA in writing whether or not such Lender agrees once given, shall be irrevocable as to such extension (Lender. The Administrative Agent shall promptly notify the Borrower of each Lender that so advises CBNA Lender’s notice that it will wishes to extend (each, an “Extension Acceptance Notice”). Any Lender which does not expressly notify the Administrative Agent during such twenty day period that it wishes to so extend the then applicable Maturity Date shall be deemed to have rejected the Borrower’s request for extension of such Maturity Date. Lenders consenting to extend the then applicable Maturity Date are hereinafter referred to as “Continuing Lenders”, and Lenders declining to consent to extend such Maturity Date (or Lenders deemed to have so declined) are hereinafter referred to as “Non-Extending Lenders”. If the Required Lenders have elected (in their sole and absolute discretion) to so extend the Maturity Date, being referred to herein as a “Non-extending Lender”); provided that any Lender that does not advise CBNA the Administrative Agent shall notify the Borrower of such election by the 20th day such Required Lenders no later than five (5) days after the date when Extension Acceptance Notices are due, and effective on the date of such notice by the Administrative Agent to the Borrower (the “Extension Date”), the Maturity Date shall be automatically and immediately so extended to the Extended Maturity Date. No extension will be permitted hereunder without the consent of the Required Lenders and in no event shall the period from the Extension Letter Date to the Extended Maturity Date exceed five (5) years. Upon the delivery of an Extension Notice and upon the extension of the Maturity Date pursuant to this Section 2.6, the Borrower shall 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. (i) If Lenders holding Commitments that aggregate more than 50% have represented and warranted on and as of the total Commitments on the 20th day after the date of Notice Date and the Extension Letter Date, as the case may be, that no Default or Event of Default has occurred and is continuing. Notwithstanding anything contained in this Agreement to the contrary, no Lender shall not have agreed any obligation to extend the Maturity Date, then and each Lender may at its option, unconditionally and without cause, decline to extend the Maturity Date shall not be so extended and the outstanding principal balance of all Loans and other amounts payable hereunder shall be payable on such Maturity Date. (iib) If (and only if) Lenders holding Commitments that aggregate more than 50% of the total Commitments on the 20th day after the date of the Extension Letter shall have agreed to extend the Maturity Date, then the Maturity Date applicable shall have been extended in accordance with Section 2.6(a), all references herein to the Lenders that shall so have agreed shall be the first anniversary of the current “Maturity Date. In ” shall refer to the event of such extension, the Commitment of each Non-extending Lender shall terminate on the Maturity Date in effect prior to such extension, all Loans and other amounts payable hereunder to such Non-extending Lenders shall become due and payable on such Maturity Date and the total Commitment of the Lenders hereunder shall be reduced by the Commitments of Non-extending Lenders so terminated on such Extended Maturity Date. (c) In the event that the conditions of clause (ii) of paragraph (b) above have been satisfied, the Company If any Lender shall have the right on or before determine not to extend the Maturity Date as requested by any Extension Notice given by the Borrower pursuant to Section 2.6(a), the Commitments of such Lender and its participation obligations under Sections 2.4(c) (except in respect of then outstanding Swingline Loans) and 2.5(c) (except in respect of unreimbursed drawings under Letters of Credit existing on the Maturity Date) shall terminate on the Maturity Date without giving any effect prior to such proposed extension, and the Borrower shall on such date pay to the requested extensionAdministrative Agent, at its own expensefor the account of such Lender, the principal amount of, and accrued interest on, such Xxxxxx’s Loans, together with any fees or other amounts owing to require any such Lender under this Agreement; provided that if the Borrower has replaced such Non-extending Extending Lender pursuant to transfer and assign without recourse (except as to title and Section 2.6(d) below, then the absence provisions of Liens created Section 2.6(d) shall apply. The total Commitments under each Revolving Facility shall be reduced by it) (in accordance with and subject the amount of the Commitment of such Non-Extending Lender under such Revolving Facility to the restrictions contained in Section 8.4) all its interests, rights and obligations extent the Commitment of such Non-Extending Lender under this Agreement such Revolving Facility has not been transferred to one or more banks Continuing Lenders pursuant to Section 2.6(d) below. (d) A Non-Extending Lender shall be obligated, at the request of the Borrower and subject to payment by the Borrower to the Administrative Agent for the account of such Non-Extending Lender of the principal amount of, and accrued interest on, such Xxxxxx’s Loans, together with any fees or other financial institutions identified amounts owing to the Non-extending such Lender under this Agreement, to transfer without recourse, representation or warranty (other than good title to its Loans), Extending Lender, which may include at any Lender which agrees time prior to accept such transfer and assignment (each an “Additional Commitment Lender”), provided that (x) such Additional Commitment Lender, if not already a Lender hereunder, shall be subject to the approval of CBNA and the Company (such approvals not to be unreasonably withheld), (y) such assignment shall become effective as of a date specified by the Company (which shall not be later than the Maturity Date in effect prior to the requested extension) and (z) the Additional Commitment Lender shall pay applicable to such Non-extending Extending Lender, all of its rights and obligations hereunder to another financial institution or group of financial institutions nominated by the Borrower and willing to participate in the Commitments in the place of such Non-Extending Lender; provided that, if such transferee is not a Lender, such transferee(s) satisfies all the requirements of this Agreement and the Administrative Agent shall have consented to such transfer, which consent shall not be unreasonably withheld. Each such transferee shall become a Continuing Lender hereunder in immediately available funds replacement of the Non-Extending Lender, with the Maturity Date applicable to such Continuing Lender’s Commitments being the Extended Maturity Date, and shall enjoy all rights and assume all obligations on the effective date part of the Lenders set forth in this Agreement. Simultaneously with such assignment the principal of transfer, each such transferee shall execute and interest accrued deliver to the date Administrative Agent a written agreement assuming all obligations of payment on the Loans made by it hereunder Lenders set forth in this Agreement, which agreement shall be reasonably satisfactory in form and all other amounts accrued for its account or owed substance to it hereunder. Notwithstanding the foregoing, no extension of Administrative Agent. (e) If the Maturity Date shall become effective unless, on have been extended in respect of the Continuing Lenders in accordance with Section 2.6(a) any notice of borrowing pursuant to Section 2.3 or 2.4 specifying a borrowing date occurring after the Maturity Date in effect prior applicable to the requested extension the conditions set forth in paragraphs a Non-Extending Lender or requesting an Interest Period extending beyond such date (a) shall have no effect in respect of such Non-Extending Lender and (b) of Section 4.2 shall be satisfied or waived (with all references in such paragraphs to not specify a Borrowing being deemed to be references to requested aggregate principal amount exceeding the current Maturity Date) and CBNA shall have received a certificate to that effect dated such Maturity Date and executed by a Financial Officer of the Companytotal applicable Commitments.

Extension of Maturity Date. (a) The Company mayIf the initial Termination Date shall be extended pursuant to Section 2.10, then the initial Maturity Date shall automatically be extended to the date 364 days after the initial Termination Date (the "Extended Maturity Date"). (b) If the initial Termination Date shall not be extended pursuant to Section 2.10, then (unless an Event of Default has occurred and is continuing) the Borrower may elect to extend the initial Maturity Date to the Extended Maturity Date by sending an delivering notice of such extension (a "Maturity Date Extension Letter Notice") to CBNA the Administrative Agent (in which case CBNA shall promptly deliver a copy of such Maturity Date Extension Notice to each of the Lenders), during the period of Bank) not less later than 30 days and not more than 60 15 days prior to any anniversary of the Effective Termination Date, request that the Lenders extend the . If a Maturity Date at Extension Notice shall be delivered in accordance with this paragraph, then (i) the time in effect initial Maturity Date shall be automatically extended to the first anniversary of the Maturity Date then in effect. Each Lender, acting in its sole discretion, shall, by notice to CBNA given not more than 20 days after the date of the Extension Letter, advise CBNA in writing whether or not such Lender agrees to such extension (each Lender that so advises CBNA that it will not extend the Extended Maturity Date, being referred to herein as a “Non-extending Lender”); provided that any Lender that does not advise CBNA by (ii) the 20th day after the date principal amount of the Extension Letter shall 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. (i) If Lenders holding Commitments that aggregate more than 50% of the total Commitments all Contract Advances outstanding on the 20th day after Termination Date shall remain outstanding as term advances (the date of "Term Advances") which mature on the Extension Letter shall not have agreed to extend the Extended Maturity Date, then the Maturity Date shall not be so extended and the outstanding principal balance of (iii) all Loans and other amounts payable hereunder Competitive Advances shall be payable paid in full on such Maturity Date. (ii) If (and only if) Lenders holding Commitments that aggregate more than 50% of the total Commitments on the 20th day after the date of the Extension Letter shall have agreed to extend the Maturity Date, then the Maturity Date applicable or prior to the Lenders that shall so have agreed shall be the first anniversary of the current Maturity Date. In the event of such extension, the Commitment of each Non-extending Lender Termination Date and (iv) all Commitments shall terminate on the Maturity Date in effect prior to such extension, all Loans and other amounts payable hereunder to such Non-extending Lenders shall become due and payable on such Maturity Date and the total Commitment of the Lenders hereunder shall be reduced by the Commitments of Non-extending Lenders so terminated on such Maturity Termination Date. (c) In If the event that initial Termination Date shall be extended pursuant to Section 2.10, but there shall remain a Rejected Amount (after giving effect to any replacements by Accepting Banks and Purchasing Banks pursuant to Section 2.10), then (unless an Event of Default has occurred and is continuing) the conditions Borrower may elect to extend the initial Maturity Date with respect to outstanding Contract Advances of clause Rejecting Banks to the Extended Maturity Date by delivering a Maturity Date Extension Notice to the Administrative Agent (which shall promptly deliver a copy of such Maturity Date Extension Notice to the Rejecting Banks) not later than 15 days prior to the initial Termination Date. If a Maturity Date Extension Notice shall be delivered in accordance with this paragraph, then (i) the Termination Date with respect to the Commitments of the Accepting Banks and any Purchasing Banks shall be extended in accordance with Section 2.10, (ii) the Commitments of paragraph the Rejecting Banks (bafter giving effect to replacements by Accepting Banks and Purchasing Banks pursuant to Section 2.10) above have been satisfied, the Company shall have the right on or before the 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 (except as to title and the absence of Liens created by it) (in accordance with and subject to the restrictions contained in Section 8.4) 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 which agrees to accept such transfer and assignment (each an “Additional Commitment Lender”), provided that (x) such Additional Commitment Lender, if not already a Lender hereunder, shall be subject to the approval of CBNA and the Company (such approvals not to be unreasonably withheld)terminate, (y) such assignment shall become effective as of a date specified by the Company (which shall not be later than the Maturity Date in effect prior to the requested extension) and (ziii) the Additional Commitment Lender shall pay to such Non-extending Lender in immediately available funds on the 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 owed to it hereunder. Notwithstanding the foregoing, no extension of the initial Maturity Date shall become effective unless, on the Maturity Date in effect prior be extended to the requested extension the conditions set forth in paragraphs (a) and (b) of Section 4.2 shall be satisfied or waived (with all references in such paragraphs to a Borrowing being deemed to be references to the current Extended Maturity Date) and CBNA shall have received a certificate to that effect dated such Maturity Date and executed by a Financial Officer of the Company.,

Extension of Maturity Date. (a) The Company may, by sending an delivery of a Maturity Date Extension Letter Request to CBNA the General Administrative Agent (in which case CBNA shall promptly deliver a copy to each of the Lenders), during the period of ) not less than 30 45 days and not more than 60 85 days prior to any anniversary of the Effective Date, request that the Lenders extend the Maturity Date for an additional period of one year; provided that there shall be no more than two extensions of the Maturity Date pursuant to this Section. Each Lender shall, by notice to the Company and the General Administrative Agent given not later than the 20th day after the date of the General Administrative Agent’s receipt of the Company’s Maturity Date Extension Request, advise the Company whether or not it agrees to the requested extension (each Lender agreeing to a requested extension being called a “Consenting Lender”, and each Lender declining to agree to a requested extension being called a “Declining Lender”). Any Lender that has not so advised the Company and the General Administrative Agent by such day shall be deemed to have declined to agree to such extension and shall be a Declining Lender; provided that a Declining Lender may, with the written consent of the Company, elect to become a Consenting Lender by providing written notice of such election to the Company and the General Administrative Agent at any time prior to the time in effect Existing Maturity Date. If Lenders constituting the Required Lenders shall have agreed to a Maturity Date Extension Request within the 20-day period described above, then the Maturity Date shall, as to the Consenting Lenders, be extended to the first anniversary of the Maturity Date then theretofore in effect. Each Lender, acting in its sole discretion, shall, by notice to CBNA given not more than 20 days after effect (such Maturity Date being called the date of the Extension Letter, advise CBNA in writing whether or not such Lender agrees to such extension (each Lender that so advises CBNA that it will not extend the “Existing Maturity Date, being referred to herein as a “Non-extending Lender”); provided that . The decision to agree or withhold agreement to any Lender that does not advise CBNA by the 20th day after the date of the Maturity Date Extension Letter Request shall be deemed to be a Non-extending at the sole discretion of each Lender. The election Commitment of any Lender to agree to such extension shall not obligate any other Lender to agree. (i) If Lenders holding Commitments that aggregate more than 50% of the total Commitments on the 20th day after the date of the Extension Letter shall not have agreed to extend the Maturity Date, then the Maturity Date shall not be so extended and the outstanding principal balance of all Loans and other amounts payable hereunder shall be payable on such Maturity Date. (ii) If (and only if) Lenders holding Commitments that aggregate more than 50% of the total Commitments on the 20th day after the date of the Extension Letter shall have agreed to extend the Maturity Date, then the Maturity Date applicable to the Lenders that shall so have agreed shall be the first anniversary of the current Maturity Date. In the event of such extension, the Commitment of each Non-extending Declining Lender shall terminate on the Existing Maturity Date in effect prior to such extensionDate. The principal amount of any outstanding Loans made by Declining Lenders, all Loans together with any accrued interest thereon and any accrued fees and other amounts payable hereunder to or for the account of such Non-extending Declining Lenders hereunder, shall become be due and payable on such the Existing Maturity Date, and on the Existing Maturity Date the Borrowers shall also make such other prepayments of their Loans pursuant to Section 6.06 as shall be required in order that, after giving effect to the termination of the Commitments of, and all payments to, Declining Lenders pursuant to this sentence, the sum of the Revolving Credit Exposures plus the Competitive Loan Exposure would not exceed the total Commitment Commitments. Notwithstanding the foregoing provisions of the Lenders hereunder shall be reduced by the Commitments of Non-extending Lenders so terminated on such Maturity Date. (c) In the event that the conditions of clause (ii) of paragraph (b) above have been satisfiedthis paragraph, the Company shall have the right right, pursuant to Section 6.14(b), at any time on or before the Maturity Date in effect prior to the requested extension, at its own expenseExisting Maturity Date, to require any Non-extending replace a Declining Lender to transfer and assign without recourse (except as to title and the absence of Liens created by it) (in accordance with and subject to the restrictions contained in Section 8.4) all its interests, rights and obligations under this Agreement to one or more banks Lenders or other financial institutions identified that will agree to the Non-extending Lender, which may include any Lender which agrees to accept such transfer and assignment (each an “Additional Commitment Lender”), provided that (x) such Additional Commitment Lender, if not already a Lender hereunder, shall be subject to the approval of CBNA and the Company (such approvals not to be unreasonably withheld), (y) such assignment shall become effective as of a date specified by the Company (which shall not be later than the applicable Maturity Date in effect prior to the requested extension) Extension Request, and (z) the Additional Commitment each such replacement Lender or financial institution shall pay to such Non-extending Lender in immediately available funds on the effective date of such assignment the principal of and interest accrued to the date of payment on the Loans made by it hereunder and for all other amounts accrued for its account or owed to it hereunderpurposes constitute a Consenting Lender. Notwithstanding the foregoing, no extension of the Maturity Date pursuant to this paragraph shall become effective unless, unless on the anniversary of the Effective Date that immediately follows the date on which the Company delivers the applicable Maturity Date in effect prior to the requested extension Extension Request, the conditions set forth in paragraphs Sections 8.02 (ac) and (bd) of Section 4.2 shall be satisfied or waived (with all references in such paragraphs to a Borrowing being deemed to be references to and the current Maturity Date) and CBNA General Administrative Agent shall have received a certificate to that effect dated on such Maturity anniversary of the Effective Date and executed by a Financial Officer of the Company.

Extension of Maturity Date. (a) The Company may, by sending an delivery of a Maturity Date Extension Letter Request to CBNA the Administrative Agent (in which case CBNA shall promptly deliver a copy to each of the Lenders), during the period of ) not less than 30 45 days and not more than 60 75 days prior to any anniversary of the Effective Date, request that the Lenders extend the Maturity Date at for an additional period of one year. Each Lender shall, by notice to the time in effect Company and the Administrative Agent given not later than the 20th day after the date of the Administrative Agent’s receipt of the Maturity Date Extension Request from the Company, advise the Company whether or not it agrees to the requested extension (each Lender agreeing to a requested extension being called a “Consenting Lender”, and each Lender declining to agree to a requested extension being called a “Declining Lender”). Any Lender that has not so advised the Company and the Administrative Agent by such day shall be deemed to have declined to agree to such extension and shall be a Declining Lender. If Lenders constituting the Required Lenders shall have agreed to a Maturity Date Extension Request, then the Maturity Date shall, as to the Consenting Lenders, be extended to the first anniversary of the Maturity Date then theretofore in effect. Each Lender, acting in its sole discretion, shall, by notice The decision to CBNA given not more than 20 days after the date of the agree or withhold agreement to any Maturity Date Extension Letter, advise CBNA in writing whether or not such Lender agrees to such extension (each Lender that so advises CBNA that it will not extend the Maturity Date, being referred to herein as a “Non-extending Lender”); provided that any Lender that does not advise CBNA by the 20th day after the date of the Extension Letter Request shall be deemed to be a Non-extending at the sole discretion of each Lender. The election Commitment of any Lender to agree to such extension shall not obligate any other Lender to agree. (i) If Lenders holding Commitments that aggregate more than 50% of the total Commitments on the 20th day after the date of the Extension Letter shall not have agreed to extend the Maturity Date, then the Maturity Date shall not be so extended and the outstanding principal balance of all Loans and other amounts payable hereunder shall be payable on such Maturity Date. (ii) If (and only if) Lenders holding Commitments that aggregate more than 50% of the total Commitments on the 20th day after the date of the Extension Letter shall have agreed to extend the Maturity Date, then the Maturity Date applicable to the Lenders that shall so have agreed shall be the first anniversary of the current Maturity Date. In the event of such extension, the Commitment of each Non-extending Declining Lender shall terminate on the Maturity Date in effect prior to giving effect to any such extensionextension (such Maturity Date being called the “Existing Maturity Date”). The principal amount of any outstanding Loans made by Declining Lenders, all Loans together with any accrued interest thereon and any accrued fees and other amounts payable hereunder to or for the account of such Non-extending Declining Lenders hereunder, shall become be due and payable on such the Existing Maturity Date, and on the Existing Maturity Date the Borrowers shall also make such other prepayments of their Loans pursuant to Section 2.11 as shall be required in order that, after giving effect to the termination of the Commitments of, and all payments to, Declining Lenders pursuant to this sentence, the total Commitment Revolving Credit Exposures would not exceed the total Commitments. Notwithstanding the foregoing provisions of the Lenders hereunder shall be reduced by the Commitments of Non-extending Lenders so terminated on such Maturity Date. (c) In the event that the conditions of clause (ii) of paragraph (b) above have been satisfiedthis paragraph, the Company shall have the right on or before the Maturity Date right, pursuant to and in effect accordance with Section 2.19(b), at any time prior to the requested extension, at its own expenseExisting Maturity Date, to require any Non-extending replace a Declining Lender to transfer and assign without recourse (except as to title and the absence of Liens created by it) (in accordance with and subject to the restrictions contained in Section 8.4) all its interests, rights and obligations under this Agreement to one or more banks a Lender or other financial institutions identified institution that will agree to the Non-extending Lender, which may include any Lender which agrees to accept such transfer and assignment (each an “Additional Commitment Lender”), provided that (x) such Additional Commitment Lender, if not already a Lender hereunder, shall be subject to the approval of CBNA and the Company (such approvals not to be unreasonably withheld), (y) such assignment shall become effective as of a date specified by the Company (which shall not be later than the applicable Maturity Date in effect prior to the requested extension) Extension Request, and (z) the Additional Commitment any such replacement Lender shall pay to such Non-extending Lender in immediately available funds on the effective date of such assignment the principal of and interest accrued to the date of payment on the Loans made by it hereunder and for all other amounts accrued for its account or owed to it hereunderpurposes constitute a Consenting Lender. Notwithstanding the foregoing, (a) the Availability Period and the Maturity Date (without taking into consideration any extension pursuant to this Section 2.09), as such terms are used in reference to any Issuing Bank or any Letters of Credit issued by such Issuing Banks or the Swingline Lender or any Swingline Loans made by the Swingline Lender, may not be extended without the prior written consent of such Issuing Bank or the Swingline Lender, as applicable (it being understood and agreed that, in the event any Issuing Bank or the Swingline Lender shall not have consented to any such extension, (i) such Issuing Bank or the Swingline Lender, as applicable, shall continue to have all the rights and obligations of an Issuing Bank or the Swingline Lender, as applicable, hereunder through the Existing Maturity Date (or the Availability Period determined on the basis thereof, as applicable), and thereafter shall have no obligation to issue, amend, extend or renew any Letter of Credit or to make any Swingline Loan, as applicable (but shall, in each case, continue to be entitled to the benefits of Sections 2.04, 2.05, 2.15, 2.17, 10.03 and 10.09, as applicable, as to Letters of Credit or Swingline Loans issued or made prior to such time), and (ii) the Borrowers shall cause the LC Exposure attributable to Letters of Credit issued by such Issuing Bank and the Swingline Exposure to be zero no later than the day on which such LC Exposure or Swingline Exposure, as applicable, would have been required to have been reduced to zero in accordance with the terms hereof without giving effect to any effectiveness of the extension of the applicable Existing Maturity Date pursuant to this paragraph (and, in any event, no later than the Existing Maturity Date)) and (b) no extension of the Maturity Date pursuant to this paragraph shall become effective unless, unless on the anniversary of the Effective Date that immediately follows the date on which the Company delivers the applicable Maturity Date in effect prior to the requested extension Extension Request, the conditions set forth in paragraphs (a) and (b) of Section 4.2 4.02 shall be satisfied or waived (with all references in such paragraphs Section to a Borrowing being deemed to be references to such extension and without giving effect to the current Maturity Dateparenthetical in Section 4.02(a)) and CBNA and, if reasonably requested by the Administrative Agent, the Administrative Agent shall have received a certificate to that effect dated such Maturity Date date and executed by a Financial Officer of the CompanyCompany as well as documents consistent with those delivered under Sections 4.01(b) and 4.01(c) as to the corporate power and authority of the Borrowers to borrow hereunder after giving effect to such extension.

Extension of Maturity Date. (a) The Company Not earlier than 90 days prior to, nor later than 45 days prior to, each anniversary of the Closing Date, the Borrower may, by sending an Extension Letter upon notice to CBNA the Administrative Agent (in which case CBNA who shall promptly deliver a copy to each of notify the Lenders), during the period of not less than 30 days and not more than 60 days prior to any anniversary of the Effective Date, request that the Lenders extend the Maturity Date at the time in effect to the first anniversary a one-year extension of the Maturity Date then in effecteffect (“Extension Request”). Each LenderWithin 15 days of delivery of such Extension Request, acting in its sole discretion, shall, by notice to CBNA given not more than 20 days after each Lender shall notify the date of Administrative Agent and the Extension Letter, advise CBNA in writing Borrower whether or not it consents to such Extension Request (which consent may be given or withheld in such Lender’s sole and absolute discretion). Any Lender with a then effective Commitment may consent to an Extension Request irrespective of whether such Lender agrees previously had not been a Consenting Lender (as defined below) with respect to such extension a previous Extension Request (each Lender that so advises CBNA that it will not extend the Maturity Date, being referred to herein as a “Non-extending Consenting Lender”); provided that any . Any Lender that does not advise CBNA by responding within the 20th day after the date of the Extension Letter above specified time period shall be deemed not to be a Non-extending Lenderhave consented to such Extension Request. The election Administrative Agent shall promptly notify the Borrower and the Lenders of any Lender to agree to such extension shall not obligate any other Lender to agreethe Lenders’ responses. (ib) If The Maturity Date shall be extended only if Lenders holding Commitments that aggregate more greater than 50% of the total Commitments on then outstanding (calculated excluding any Lender in default in its obligation to fund Loans hereunder and prior to giving effect to any replacements of Lenders permitted herein) (the 20th day after the date of “Consenting Lenders”) have consented to the Extension Letter shall not have agreed to extend Request. For each such Extension Request, if so approved, (i) the Maturity Date, then as to Consenting Lenders (irrespective of whether such Lender previously had been a Non-Consenting Lender), shall be extended to the same date in the following year after giving effect to any prior extensions (such existing Maturity Date shall not be so extended being the “Extension Effective Date”), and the outstanding principal balance of all Loans and other amounts payable hereunder shall be payable on such Maturity Date. (ii) If (and only if) Lenders holding Commitments that aggregate more than 50% of the total Commitments on the 20th day after the date of the Extension Letter shall have agreed to extend the Maturity Date, then as to any Non-Consenting Lender, shall remain the Maturity Date in effect for such Non-Consenting Lender prior to the Extension Effective Date. With respect to any previously Non-Consenting Lender who is a Consenting Lender with respect to a current Extension Request, by giving its consent, such Consenting Lender shall be approving an extension of more than one year. Non-Consenting Lenders shall remain Lenders until the Maturity Date applicable to such Lender at which time (and irrespective of the pro rata requirements under Sections 4.8 and 4.9 hereof) the Borrower shall repay all Loans owing to such Lender. The Administrative Agent and the Borrower shall promptly confirm to the Lenders that shall so have agreed shall be the first anniversary such extension of the current Maturity Date, specifying the date of such confirmation (the “Extension Confirmation Date”), the Extension Effective Date, and the extended Maturity Date with respect to the Consenting Lenders. In the event of As a condition precedent to such extension, the Commitment Borrower shall deliver to the Administrative Agent a certificate of each Non-extending Lender shall terminate on the Maturity Borrower dated as of the Extension Confirmation Date in signed by an Authorized Officer of the Borrower certifying that, (i) before and after giving effect prior to such extension, all Loans the representations and other amounts payable hereunder to such Non-extending Lenders shall become due warranties contained in Article VI made by it are true and payable correct on such Maturity Date and the total Commitment as of the Lenders hereunder shall be reduced by Extension Confirmation Date, except to the Commitments of Non-extending Lenders so terminated on extent that such Maturity Date. (c) In the event that the conditions of clause representations and warranties specifically refer to an earlier date, (ii) of paragraph (b) above have been satisfied, the Company shall have the right on before and after giving effect to such extension no Default exists or before the 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 (except as to title and the absence of Liens created by it) (in accordance with and subject to the restrictions contained in Section 8.4) 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 which agrees to accept such transfer and assignment (each an “Additional Commitment Lender”), provided that (x) such Additional Commitment Lender, if not already a Lender hereunder, shall be subject to the approval of CBNA and the Company (such approvals not to be unreasonably withheld), (y) such assignment shall become effective will exist as of a date specified by the Company (which shall not be later than the Maturity Date in effect prior to the requested extension) Extension Confirmation Date, and (ziii) no Material Adverse Effect has occurred through the Additional Commitment Lender shall pay to such Non-extending Lender in immediately available funds on the 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 owed to it hereunder. Notwithstanding the foregoing, no extension of the Maturity Date shall become effective unless, on the Maturity Date in effect prior to the requested extension the conditions set forth in paragraphs (a) and (b) of Section 4.2 shall be satisfied or waived (with all references in such paragraphs to a Borrowing being deemed to be references to the current Maturity Extension Confirmation Date) and CBNA shall have received a certificate to that effect dated such Maturity Date and executed by a Financial Officer of the Company.

Extension of Maturity Date. (a) The Company Borrower may, by sending an delivery of a written request (a "Maturity Date Extension Letter Request") to CBNA the Paying Agent (in which case CBNA shall promptly deliver a copy to each of the Lenders), during the period of ) not less than 30 days and not more than 60 90 days prior to any the first or second anniversary of the Effective Date, request that the Lenders extend the Maturity Date at for an additional period of one year; provided that there shall be no more than two extensions of the time in effect Maturity Date pursuant to this Section. (b) Each Lender shall, by notice to the Borrower and the Administrative Agent given not later than the 20th day after the date of the Paying Agent's receipt of the Borrower's Maturity Date Extension Request (or such other date as the Borrower and the Paying Agent may agree; such date, the "Extension Date"), advise the Borrower whether or not it agrees to the requested extension (each Lender agreeing to a requested extension being called a "Consenting Lender", and each Lender declining to agree to a requested extension being called a "Declining Lender"). Any Lender that has not so advised the Borrower and the Paying Agent by such Extension Date shall be deemed to have declined to agree to such extension and shall be a Declining Lender. (c) If Lenders constituting the Required Lenders shall have agreed to a Maturity Date Extension Request by the Extension Date, then the Maturity Date shall, as to the Consenting Lenders, be extended to the first anniversary of the Maturity Date then theretofore in effect. Each Lender, acting in its sole discretion, shall, by notice The decision to CBNA given not more than 20 days after the date of the agree or withhold agreement to any Maturity Date Extension Letter, advise CBNA in writing whether or not such Lender agrees to such extension (each Lender that so advises CBNA that it will not extend the Maturity Date, being referred to herein as a “Non-extending Lender”); provided that any Lender that does not advise CBNA by the 20th day after the date of the Extension Letter Request shall be deemed to be a Non-extending at the sole discretion of each Lender. The election Commitment of any Lender to agree to such extension shall not obligate any other Lender to agree. (i) If Lenders holding Commitments that aggregate more than 50% of the total Commitments on the 20th day after the date of the Extension Letter shall not have agreed to extend the Maturity Date, then the Maturity Date shall not be so extended and the outstanding principal balance of all Loans and other amounts payable hereunder shall be payable on such Maturity Date. (ii) If (and only if) Lenders holding Commitments that aggregate more than 50% of the total Commitments on the 20th day after the date of the Extension Letter shall have agreed to extend the Maturity Date, then the Maturity Date applicable to the Lenders that shall so have agreed shall be the first anniversary of the current Maturity Date. In the event of such extension, the Commitment of each Non-extending Declining Lender shall terminate on the Maturity Date in effect prior to giving effect to any such extensionextension (such Maturity Date being called the "Existing Maturity Date"). The principal amount of any outstanding Loans made by Declining Lenders, all Loans together with any accrued interest thereon and any accrued fees and other amounts payable hereunder to or for the account of such Non-extending Declining Lenders hereunder, shall become be due and payable on such the Existing Maturity Date, and on the Existing Maturity Date the Borrower shall also make such other prepayments of Loans pursuant to Section 2.11 as shall be required in order that, after giving effect to the termination of the Commitments of, and all payments to, Declining Lenders pursuant to this sentence, the sum of the total Commitment Revolving Credit Exposures plus the aggregate principal amount of outstanding Competitive Loans would not exceed the Lenders hereunder shall be reduced by the Commitments of Non-extending Lenders so terminated on such Maturity DateTotal Commitments. (cd) In Notwithstanding the event that the conditions foregoing provisions of clause (ii) of paragraph (b) above have been satisfiedthis Section 2.22, the Company Borrower shall have the right on or before the Maturity Date in effect right, pursuant to Section 2.19(b), at any time prior to the requested extension, at its own expenseExisting Maturity Date, to require any Non-extending replace a Declining Lender to transfer and assign without recourse (except as to title and the absence of Liens created by it) (in accordance with and subject to the restrictions contained in Section 8.4) all its interests, rights and obligations under this Agreement to one or more banks a Lender or other financial institutions identified institution that will agree to the Non-extending Lender, which may include any Lender which agrees to accept such transfer and assignment (each an “Additional Commitment Lender”), provided that (x) such Additional Commitment Lender, if not already a Lender hereunder, shall be subject to the approval of CBNA and the Company (such approvals not to be unreasonably withheld), (y) such assignment shall become effective as of a date specified by the Company (which shall not be later than the applicable Maturity Date in effect prior to the requested extension) Extension Request, and (z) the Additional Commitment any such replacement Lender shall pay to such Non-extending Lender in immediately available funds on the effective date of such assignment the principal of and interest accrued to the date of payment on the Loans made by it hereunder and for all other amounts accrued for its account or owed to it hereunder. purposes constitute a Consenting Lender. (e) Notwithstanding the foregoingforegoing provisions of this Section 2.22, no extension of the Maturity Date pursuant to this Section 2.22 shall become effective unless, on or promptly following the Maturity Date in effect prior to the requested extension Extension Date, the conditions set forth in paragraphs (a) and (b) of Section 4.2 4.02 shall be satisfied or waived (with all references in such paragraphs Section to a Borrowing being deemed to be references to such extension and without giving effect to the current Maturity Dateparenthetical in Section 4.02(a)) and CBNA the Paying Agent shall have received a certificate to that effect dated such Maturity the Extension Date and executed by a Responsible Officer or a Financial Officer of the Companyeach Loan Party.

Extension of Maturity Date. (a) The Company may, by sending an Extension Letter From time to CBNA (in which case CBNA shall promptly deliver a copy to each of the Lenders), during the period of not less than 30 days and not more than 60 days prior to any anniversary of the Effective Date, request that the Lenders extend the Maturity Date at the time in effect to after the first anniversary of the Closing Date, but at least 45 days prior to the Maturity Date then in effect, the Borrower may, by written notice to the Administrative Agent, request that the Maturity Date then in effect be extended by one calendar year, effective as of a date selected by the Borrower (the “Extension Effective Date”); provided, that (i) the Borrower may only make one such request in any calendar year and no more than two such requests during the term of this Agreement and (ii) the Extension Effective Date shall be at least forty-five (45) days, but not more than 60 days, after the date such extension request is received by the Administrative Agent (the “Extension Request Date”). Each LenderUpon receipt of the extension request, acting the Administrative Agent shall promptly notify each Lender of such request. If a Lender agrees, in its sole discretion, shall, by notice to CBNA given not more than 20 days after the date of the Extension Letter, advise CBNA in writing whether or not such Lender agrees to such extension (each Lender that so advises CBNA that it will not extend the Maturity Date, being referred to herein as a “Non-extending Lender”); provided that any Lender that does not advise CBNA by the 20th day after the date of the Extension Letter shall 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. (i) If Lenders holding Commitments that aggregate more than 50% of the total Commitments on the 20th day after the date of the Extension Letter shall not have agreed to extend the Maturity Date, then the Maturity Date shall not be so extended and the outstanding principal balance of all Loans and other amounts payable hereunder shall be payable on such Maturity Date. (ii) If (and only if) Lenders holding Commitments that aggregate more than 50% of the total Commitments on the 20th day after the date of the Extension Letter shall have agreed to extend the Maturity Date, then the Maturity Date applicable to its Revolving Loan Commitment (an “Extending Lender”), it shall deliver to the Lenders that Administrative Agent a written notice of its agreement to do so no later than fifteen (15) days after the Extension Request Date (or such later date to which the Borrower and the Administrative Agent shall so have agreed agree), and the Administrative Agent shall promptly thereafter notify the Borrower of such Extending Lender's agreement to extend the Maturity Date applicable to such Lender’s Revolving Loan Commitment (and such agreement shall be irrevocable until the first anniversary Extension Effective Date). The Revolving Loan Commitment of any Lender that fails to accept or respond to the Borrower’s request for an extension of the current Maturity Date. In the event of such extension, the Commitment of each Non-extending Lender Date (a “Declining Lender”) shall terminate be terminated on the Maturity Date then in effect prior for such Lender (without regard to such extension, all Loans any extension by other Lenders) and other amounts payable hereunder to such Non-extending Lenders shall become due and payable on such Maturity Date the Borrower shall pay in full the unpaid principal amount of all Revolving Loans owing to such Declining Lender, together with all accrued and unpaid interest thereon and all accrued and unpaid fees owing to such Declining Lender under this Agreement to the date of such payment of principal and all other amounts due to such Declining Lender under this Agreement. (b) The Administrative Agent shall promptly notify each Extending Lender of the aggregate Revolving Loan Commitments of the Declining Lenders. Each Extending Lender may offer to increase its respective Revolving Loan Commitment by an amount not to exceed the aggregate amount of the Declining Lenders' Revolving Loan Commitments, and such Extending Lender shall deliver to the Administrative Agent a notice of its offer to so increase its Revolving Loan Commitment no later than 30 days after the Extension Request Date (or such later date to which the Borrower and the total Commitment Administrative Agent shall agree), and such offer shall be irrevocable until the Extension Effective Date. To the extent the aggregate amount of additional Revolving Loan Commitments that the Extending Lenders offer pursuant to the preceding sentence exceeds the aggregate amount of the Lenders hereunder Declining Lenders' Revolving Loan Commitments, such additional Revolving Loan Commitments shall be reduced by on a pro rata basis. To the extent the aggregate amount of Revolving Loan Commitments of Non-extending Lenders so terminated on such Maturity Date. (c) In the event that the conditions Extending Lenders have so offered to extend is less than the aggregate amount of clause (ii) of paragraph (b) above have been satisfiedRevolving Loan Commitments that the Borrower has so requested to be extended, the Company Borrower shall have the right on to seek additional Revolving Loan Commitments from other Persons. Once the Borrower has obtained offers to provide the full amount of any Declining Lender’s Commitments (whether from Extending Lenders or before other Persons), the Maturity Date in effect prior to Borrower shall have the requested extension, at its own expense, right but not the obligation to require any Non-extending Declining Lender to transfer (and any such Declining Lender shall) assign without recourse (except as to title and the absence of Liens created by it) (in accordance with and subject to the restrictions contained in Section 8.4) all full its interests, rights and obligations under this Agreement to one or more banks or other financial institutions identified to (which may be, but need not be, one or more of the Non-extending Extending Lenders) which at the time agree to, in the case of any such Person that is an Extending Lender, which may include increase its Revolving Loan Commitment and in the case of any Lender which agrees to accept other such transfer and assignment Person (each an a “Additional Commitment New Lender”), ) become a party to this Agreement; provided that (x) such Additional Commitment Lender, if not already a Lender hereunder, shall be subject to the approval of CBNA and the Company (such approvals not to be unreasonably withheld), (yi) such assignment is otherwise in compliance with Section 10.5, (ii) such Declining Lender receives payment in full of the unpaid principal amount of all Revolving Loans owing to such Declining Lender, together with all accrued and unpaid interest thereon and all fees accrued and unpaid under this Agreement to the date of such payment of principal and all other amounts due to such Declining Lender under this Agreement and (iii) any such assignment shall become be effective on the date on or before such Extension Effective Date as of a date may be specified by the Company Borrower and agreed to by the respective New Lenders and Extending Lenders, as the case may be, and the Administrative Agent. (which shall not be later c) If, but only if, Extending Lenders and New Lenders, as the case may be, have agreed to provide Revolving Loan Commitments in an aggregate amount greater than 50% of the aggregate amount of the Revolving Loan Commitments outstanding immediately prior to such Extension Effective Date and the conditions precedent in Section 4.2 are met, the Maturity Date in effect prior with respect to the requested extension) and (z) the Additional Commitment Lender shall pay to such Non-extending Lender in immediately available funds on the effective date Revolving Loan Commitments of such assignment the principal of Extending Lenders and interest accrued to the date of payment on the Loans made by it hereunder and all other amounts accrued for its account or owed to it hereunder. Notwithstanding the foregoing, no extension of the Maturity Date shall become effective unless, on the Maturity Date in effect prior to the requested extension the conditions set forth in paragraphs (a) and (b) of Section 4.2 New Lenders shall be satisfied or waived extended by twelve (with all references in such paragraphs to a Borrowing being deemed to be references to the current Maturity Date12) and CBNA shall have received a certificate to that effect dated such Maturity Date and executed by a Financial Officer of the Companymonths.

Extension of Maturity Date. Borrower shall have two (a2) The Company mayoptions (each, by sending an “Extension Letter Option”) to CBNA (in which case CBNA shall promptly deliver a copy to each of the Lenders), during the period of not less than 30 days and not more than 60 days prior to any anniversary of the Effective Date, request that the Lenders extend the Maturity Date at the time in effect to the first anniversary of the Maturity Date then in effect. Each LenderLoans by one year for each Extension Option, acting in its sole discretionupon satisfaction of the following conditions precedent with respect to each Extension Option: (a) Borrower shall provide Administrative Agent with written notice of Borrower’s request to exercise the Extension Option, shallat least forty-five (45), by notice to CBNA given but not more than 20 one hundred twenty (120), days after prior to the applicable Maturity Date (the “Extension Request”). Such Extension Request shall be revocable, provided that Borrower reimburses Administrative Agent and the Lenders for all costs and expenses, including reasonable attorneys’ fees and expenses, incurred by Administrative Agent and the Lenders in connection with such revocation; (b) As of the date of Borrower’s delivery of the Extension LetterRequest, advise CBNA in writing whether or not such Lender agrees to such extension (each Lender that so advises CBNA that it will not extend and as of the applicable Maturity Date, being referred to herein as a “Non-extending Lender”); provided that any Lender that does not advise CBNA by the 20th day after the date best of the Extension Letter shall 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. (i) If Lenders holding Commitments that aggregate more than 50% of the total Commitments on the 20th day after the date of the Extension Letter shall not have agreed to extend the Maturity Date, then the Maturity Date shall not be so extended and the outstanding principal balance of all Loans and other amounts payable hereunder shall be payable on such Maturity Date. (ii) If Borrower’s (and only ifGuarantor’s) Lenders holding Commitments that aggregate more than 50% knowledge no Default or Event of the total Commitments on the 20th day after the date of the Extension Letter Default shall have agreed to extend the Maturity Dateoccurred and be continuing, then the Maturity Date applicable and Borrower (and Guarantor, with respect to the Lenders that Guaranty and Hazardous Materials Indemnity Agreement) shall so have agreed shall be the first anniversary of the current Maturity Date. In the event of such extension, the Commitment of each Non-extending Lender shall terminate on the Maturity Date certify in effect prior to such extension, all Loans and other amounts payable hereunder to such Non-extending Lenders shall become due and payable on such Maturity Date and the total Commitment of the Lenders hereunder shall be reduced by the Commitments of Non-extending Lenders so terminated on such Maturity Date.writing; (c) In Borrower and Guarantor shall execute or cause the event that execution of all documents reasonably required by Administrative Agent to evidence the conditions Extension Option, and shall deliver to Administrative Agent, at Borrower’s sole cost and expense, title insurance endorsements showing no encumbrances or liens with respect to the Properties other than Permitted Liens; (d) Borrower shall pay an extension fee to Administrative Agent, for the benefit of clause each Lender, on the first (ii1st) day of paragraph the extension period date, in an amount equal to aggregate amount of each Lender’s Revolving Commitment (bwhether or not utilized) above have been satisfied, as of the Company shall have the right on or before the Maturity Date in effect day immediately prior to the requested then current Maturity Date (before giving effect to such extension), multiplied by fifteen one-hundredths of one percent (0.15%); (e) All costs and expenses (including reasonable attorneys’ fees and expenses incurred by Administrative Agent and the Lenders in connection with the exercise of the Extension Option) shall be payable by Borrower on demand therefor; and (f) As of the date of delivery of the Extension Request, and as of the then applicable Maturity Date, the Testing Debt Yield shall be at least equal to the Testing Debt Yield Hurdle and the Testing LTV shall be less than the Testing LTV Hurdle. Such compliance shall be evidenced by financial statements and reports delivered by Borrower at the time of its delivery of the Extension Request and, at its own expenseAdministrative Agent’s election, to require any Non-extending Lender to transfer and assign without recourse Borrower shall deliver updated Appraisals (except as to title and the absence of Liens created by it) (in accordance for all Appraisals with and subject to the restrictions contained in Section 8.4) 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 which agrees to accept such transfer and assignment (each an “Additional Commitment Lender”), provided that (x) such Additional Commitment Lender, if not already a Lender hereunder, shall be subject to the approval of CBNA and the Company (such approvals not to be unreasonably withheld), (y) such assignment shall become effective as of a date specified by the Company (which shall not be later than the Maturity Date in effect dates prior to the requested extension) and (z) the Additional Commitment Lender shall pay to such Non-extending Lender in immediately available funds on the 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 owed to it hereunder. Notwithstanding the foregoing, no extension of the Maturity Date shall become effective unless, on the Maturity Date in effect that is one year prior to the requested extension the conditions set forth in paragraphs (a) and (b) of Section 4.2 shall be satisfied or waived (with all references in such paragraphs to a Borrowing being deemed to be references to the current then applicable Maturity Date) and CBNA shall have received a certificate to that effect dated such Maturity Date and executed by a Financial Officer of evidencing the Companyrecalculated Testing LTV.

Extension of Maturity Date. (a) The Company Borrower may, by sending an delivery of a Maturity Date Extension Letter Request to CBNA the Administrative Agent (in which case CBNA shall promptly deliver a copy to each of the Lenders), during the period of ) not less than 30 45 days and not more than 60 75 days prior to August 12 in any anniversary of the Effective Dateyear, request that the Lenders extend the Maturity Date at for an additional period of one year (or, in the time in effect case of any Lender whose Maturity Date shall be earlier than that of other Lenders, to the date to which the Maturity Date applicable to such other Lenders is to be extended). Each Lender shall, by notice to the Borrower and the Administrative Agent given not later than the 20th day after the date of the Agent’s receipt of the Borrower’s Maturity Date Extension Request, advise the Borrower whether or not it agrees to the requested extension (each Lender agreeing to a requested extension being called a “Consenting Lender” and each Lender declining to agree to a requested extension being called a “Declining Lender”). Any Lender that has not so advised the Borrower and the Administrative Agent by such day shall be deemed to have declined to agree to such extension and shall be a Declining Lender. If Lenders constituting the Required Lenders shall have agreed to a Maturity Date Extension Request, then the Maturity Date shall, as to the Consenting Lenders, be extended to the first anniversary of the Maturity Date then theretofore in effect. Each Lender, acting in its sole discretion, shall, by notice The decision to CBNA given not more than 20 days after the date of the agree or withhold agreement to any Maturity Date Extension Letter, advise CBNA in writing whether or not such Lender agrees to such extension (each Lender that so advises CBNA that it will not extend the Maturity Date, being referred to herein as a “Non-extending Lender”); provided that any Lender that does not advise CBNA by the 20th day after the date of the Extension Letter Request shall be deemed to be a Non-extending at the sole discretion of each Lender. The election Commitment of any Lender to agree to such extension shall not obligate any other Lender to agree. (i) If Lenders holding Commitments that aggregate more than 50% of the total Commitments on the 20th day after the date of the Extension Letter shall not have agreed to extend the Maturity Date, then the Maturity Date shall not be so extended and the outstanding principal balance of all Loans and other amounts payable hereunder shall be payable on such Maturity Date. (ii) If (and only if) Lenders holding Commitments that aggregate more than 50% of the total Commitments on the 20th day after the date of the Extension Letter shall have agreed to extend the Maturity Date, then the Maturity Date applicable to the Lenders that shall so have agreed shall be the first anniversary of the current Maturity Date. In the event of such extension, the Commitment of each Non-extending Declining Lender shall terminate on the Maturity Date in effect for such Lender prior to giving effect to any such extensionextension (such Maturity Date being called the “Existing Maturity Date”). The principal amount of any outstanding Loans made by Declining Lenders, all Loans together with any accrued interest thereon and any accrued fees and other amounts payable hereunder to or for the account of such Non-extending Declining Lenders hereunder, shall become be due and payable on the Existing Maturity Date, and on the Existing Maturity Date, the Borrower shall also make such Maturity Date other prepayments of its Loans pursuant to Section 2.11 as shall be required in order that, after giving effect to the termination of the Commitments of, and all payments to, Declining Lenders pursuant to this sentence, the sum of the aggregate Revolving Credit Exposures and the total Commitment aggregate principal amount of the Lenders hereunder outstanding Competitive Loans shall be reduced by not exceed the Commitments total Commitments. Notwithstanding the foregoing provisions of Non-extending Lenders so terminated on such Maturity Date. (c) In the event that the conditions of clause (ii) of paragraph (b) above have been satisfiedthis paragraph, the Company Borrower shall have the right on or before the Maturity Date in effect right, pursuant to Section 9.04, at any time prior to the requested extension, at its own expenseExisting Maturity Date, to require any Non-extending replace a Declining Lender to transfer and assign without recourse (except as to title and the absence of Liens created by it) (in accordance with and subject to the restrictions contained in Section 8.4) all its interests, rights and obligations under this Agreement to one or more banks a Lender or other financial institutions identified institution that will agree to the Non-extending Lender, which may include any Lender which agrees to accept such transfer and assignment (each an “Additional Commitment Lender”), provided that (x) such Additional Commitment Lender, if not already a Lender hereunder, shall be subject to the approval of CBNA and the Company (such approvals not to be unreasonably withheld), (y) such assignment shall become effective as of a date specified by the Company (which shall not be later than the Maturity Date in effect prior to the requested extension) Extension Request, and (z) the Additional Commitment any such replacement Lender shall pay to such Non-extending Lender in immediately available funds on the effective date of such assignment the principal of and interest accrued to the date of payment on the Loans made by it hereunder and for all other amounts accrued for its account or owed to it hereunderpurposes constitute a Consenting Lender. Notwithstanding the foregoing, no extension of the Maturity Date pursuant to this paragraph shall become effective unlessunless (i) the Administrative Agent shall have received documents consistent with those delivered with respect to the Borrower under Section 4.01(b) through (d), giving effect to such extension and (ii) on the anniversary of the Restatement Effective Date that immediately follows the date on which the Borrower delivers the applicable Maturity Date in effect prior to the requested extension Extension Request, the conditions set forth in paragraphs (a) and (b) of Section 4.2 4.02 shall be satisfied or waived (with all references in such paragraphs to a Borrowing being deemed to be references to and the current Maturity Date) and CBNA Administrative Agent shall have received a certificate to that effect dated such Maturity Date date and executed by a Financial Officer the chief financial officer, the controller or the treasurer of the CompanyBorrower.

Extension of Maturity Date. Borrower shall have three (a3) The Company may, by sending options (each such option is hereafter referred to as an “Extension Letter Option”) to CBNA (in which case CBNA shall promptly deliver a copy to each of the Lenders), during the period of not less than 30 days and not more than 60 days prior to any anniversary of the Effective Date, request that the Lenders extend the Maturity Date at the time as set forth in effect this Section 2.6. The first Extension Option, if exercised by Borrower pursuant to the first anniversary of this Section 2.6, shall automatically extend the Maturity Date then in effect. Each Lender, acting in its sole discretion, shall, by notice from the Initial Maturity Date to CBNA given not more than 20 days after the date of First Extended Maturity Date (the “First Extension Letter, advise CBNA in writing whether or not such Lender agrees to such extension (each Lender that so advises CBNA that it will not extend the Maturity Date, being referred to herein as a “Non-extending LenderTerm”); provided that any Lender that does not advise CBNA by . If Borrower has exercised the 20th day after first Extension Option described in the date of the Extension Letter shall 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. (i) If Lenders holding Commitments that aggregate more than 50% of the total Commitments on the 20th day after the date of the Extension Letter shall not have agreed preceding sentence to extend the Maturity Date to the First Extended Maturity Date, then the Maturity Date shall not be so extended and the outstanding principal balance of all Loans and other amounts payable hereunder shall be payable on such Maturity Date. (ii) If (and only if) Lenders holding Commitments that aggregate more than 50% of the total Commitments on the 20th day after the date of the Extension Letter Borrower shall have agreed a second Extension Option to extend the Maturity Date, then Date from the First Extended Maturity Date to the Second Extended Maturity Date (the “Second Extension Term”). If Borrower has exercised the second Extension Option described in the preceding sentence to extend the Maturity Date applicable to the Lenders that Second Extended Maturity Date Borrower shall so have agreed shall be the first anniversary of the current Maturity Date. In the event of such extension, the Commitment of each Non-extending Lender shall terminate on a third Extension Option to extend the Maturity Date in effect prior to such extension, all Loans and other amounts payable hereunder to such Non-extending Lenders shall become due and payable on such from the Second Extended Maturity Date and to the total Commitment Third Extended Maturity Date (the “Third Extension Term”). Each exercise of the Lenders hereunder shall be reduced by the Commitments of Non-extending Lenders so terminated on such Maturity Date. (c) In the event that the conditions of clause (ii) of paragraph (b) above have been satisfied, the Company shall have the right on or before the Maturity Date Extension Options set forth in effect prior to the requested extension, at its own expense, to require any Non-extending Lender to transfer and assign without recourse (except as to title and the absence of Liens created by it) (in accordance with and subject to the restrictions contained in this Section 8.4) 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 which agrees to accept such transfer and assignment (each an “Additional Commitment Lender”), provided that (x) such Additional Commitment Lender, if not already a Lender hereunder, 2.6 shall be subject to the satisfaction of the following terms and conditions: (a) on the date that the applicable Extension Option is exercised by Borrower and on the date that such Extension Option is effective, no Event of Default shall have occurred and be continuing; (b) Borrower shall deliver to Lender (i) not later than five (5) Business Days prior to the then scheduled Maturity Date, an Acceptable Bid Package for Lender’s approval and (ii) not later than the first day of CBNA and the Company extension term of the Loan as extended pursuant to the Extension Option then being exercised, one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty, which Replacement Interest Rate Cap Agreement shall (such approvals not w) satisfy the requirements set forth on Schedule 5, (x) be substantially in the form of the then applicable Interest Rate Cap Agreement or otherwise reasonably acceptable to be unreasonably withheld)Lender, (y) such assignment shall become be effective as of a date specified by the Company (which shall not be later than the Maturity Date in effect prior to the requested extension) and (z) the Additional Commitment Lender shall pay to such Non-extending Lender in immediately available funds on the effective date of such assignment Extension Option then being exercised, and (z) have a maturity date not earlier than the principal of and interest accrued Maturity Date as extended pursuant to the Extension Option then being exercised by Borrower; (c) Borrower shall deliver to Lender on or prior to the date the date that such Extension Option is effective, a collateral assignment of payment on the Loans made by it hereunder all Borrower’s right, title and interest to receive any and all other amounts accrued for its account or owed to it hereunder. Notwithstanding payments under the foregoing, no extension Replacement Interest Rate Protection Agreement substantially in the form of the Maturity Date Assignment of Interest Rate Cap Agreement and such UCC financing statements as Lender may reasonably require; (d) Borrower shall become effective unless, on notify Lender of its election to exercise the Maturity Date in effect applicable Extension Option not later than ten (10) Business Days prior to the requested extension date the conditions set forth Loan is then scheduled to mature; and (e) Borrower pays any and all reasonable costs and expenses of Lender (including, without limitation, reasonable attorneys’ fees) incurred by Lender (and by and Servicer) in paragraphs (a) and (b) connection with any election by or on behalf of Section 4.2 shall be satisfied or waived (with all references in such paragraphs Borrower to a Borrowing being deemed to be references to the current Maturity Date) and CBNA shall have received a certificate to that effect dated such Maturity Date and executed by a Financial Officer of the Companyexercise any Extension Option.

Extension of Maturity Date. (a) The Company may, by sending an Extension Letter to CBNA (in which case CBNA shall promptly deliver a copy to each of the Lenders), during the period of not less than 30 At least 60 days and but not more than 60 90 days prior to any anniversary of the Effective DateDate (the “Applicable Anniversary”), request that the Lenders extend the Maturity Date at the time in effect Borrower, by written notice to the first anniversary Administrative Agent, may request an extension of the Maturity Date in effect at such time by one year from its then in effect. Each Lender, acting in its sole discretion, shall, by notice to CBNA given not more than 20 days after the date scheduled expiration (which request may be conditioned on a minimum level of the Commitments from Extension Letter, advise CBNA in writing whether or not such Lender agrees to such extension (each Lender that so advises CBNA that it will not extend the Maturity Date, being referred to herein as a “Non-extending Lender”Consenting Lenders and New Lenders); provided that any Lender that does not advise CBNA by the 20th day after the date of the Extension Letter shall 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. (i) If Lenders holding Commitments that aggregate more than 50% of the total Commitments on the 20th day after the date of the Extension Letter shall not have agreed to extend the Maturity Date, then the Maturity Date shall not be so extended more than twice. The Administrative Agent shall promptly notify each Lender of such request, and each Lender shall in turn, in its sole discretion, not later than 30 days prior to the Applicable Anniversary, notify the Borrower and the outstanding principal balance Administrative Agent in writing as to whether such Lender will consent to such extension. If any Lender shall fail to notify the Administrative Agent and the Borrower in writing of all Loans and other amounts payable hereunder its consent to any such request for extension of the Maturity Date at least 30 days prior to the Applicable Anniversary, such Lender shall be payable on deemed to be an Extension Non-Consenting Lender with respect to such request. The Administrative Agent shall notify the Borrower not later than 25 days prior to the Applicable Anniversary of the decision of the Lenders regarding the Borrower’s request for an extension of the Maturity Date. (iib) If (and only if) Lenders holding Commitments that aggregate more than 50% of the total Commitments on the 20th day after the date of the Extension Letter shall have agreed to extend the Maturity Date, then the Maturity Date applicable to all the Lenders that shall so have agreed shall be the first anniversary of the current Maturity Date. In the event of consent in writing to any such extensionrequest in accordance with Section 2.22(a), the Commitment of each Non-extending Lender shall terminate on the Maturity Date in effect at such time shall, effective as at the Applicable Anniversary (the “Extension Date”), be extended for one year; provided that on each Extension Date the applicable conditions set forth in Section 3.02 shall be satisfied. If less than all of the Lenders consent in writing to any such request in accordance with Section 2.22(a), the Maturity Date in effect at such time shall, effective as at the applicable Extension Date and subject to Section 2.22(d), be extended as to those Lenders that so consented (each a “Extension Consenting Lender”) but shall not be extended as to any other Lender (each a “Extension Non-Consenting Lender”). To the extent that the Maturity Date is not extended as to any Lender pursuant to this Section 2.22 and the Commitment of such Lender is not assumed in accordance with Section 2.22(c) on or prior to the applicable Extension Date, the Commitment of such Extension Non-Consenting Lender shall automatically terminate in whole on such unextended Maturity Date without any further notice or other action by the Borrower, such Lender or any other Person; provided that such Extension Non-Consenting Lender’s rights under Sections 2.14, 2.16 and 9.03, and its obligations under Section 8.08, shall survive the Maturity Date for such Lender as to matters occurring prior to such extension, all Loans date. It is understood and other amounts payable hereunder agreed that no Lender shall have any obligation whatsoever to such Non-extending Lenders shall become due and payable on such Maturity Date and agree to any request made by the total Commitment Borrower for any requested extension of the Lenders hereunder shall be reduced by the Commitments of Non-extending Lenders so terminated on such Maturity Date. (c) In If less than all of the event Lenders consent to any such request pursuant to Section 2.22(a), the Administrative Agent shall promptly so notify the Extension Consenting Lenders, and each Extension Consenting Lender may, in its sole discretion, give written notice to the Administrative Agent not later than ten days prior to the Extension Date of the amount of the Extension Non-Consenting Lenders’ Commitments for which it is willing to accept an assignment. If the Extension Consenting Lenders notify the Administrative Agent that they are willing to accept assignments of Commitments in an aggregate amount that exceeds the amount of the Commitments of the Extension Non-Consenting Lenders, such Commitments shall be allocated among the Extension Consenting Lenders willing to accept such assignments in such amounts as are agreed between the Borrower and the Administrative Agent. If after giving effect to the assignments of Commitments described above there remains any Commitments of Extension Non-Consenting Lenders, the Borrower may arrange for one or more Extension Consenting Lenders or other Eligible Assignees as New Lenders to assume, effective as of the Extension Date, any Extension Non-Consenting Lender’s Commitment and all of the obligations of such Extension Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Extension Non-Consenting Lender; provided, however, that the conditions amount of clause the Commitment of any such New Lender as a result of such substitution shall in no event be less than $20,000,000 unless the amount of the Commitment of such Extension Non-Consenting Lender is less than $20,000,000, in which case such New Lender shall assume all of such lesser amount; and provided further that: (i) any such Extension Consenting Lender or New Lender shall have paid to such Extension 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 Borrowings, if any, of such Extension Non-Consenting Lender plus (B) any accrued but unpaid facility fees owing to such Extension Non-Consenting Lender as of the effective date of such assignment; (ii) of paragraph (b) above have been satisfiedall additional costs reimbursements, the Company shall have the right on or before the Maturity Date in effect prior expense reimbursements and indemnities payable to the requested extension, at its own expense, to require any such Extension Non-extending Lender Consenting Lender, and all other accrued and unpaid amounts owing to transfer and assign without recourse (except as to title and the absence of Liens created by it) (in accordance with and subject to the restrictions contained in Section 8.4) all its interests, rights and obligations under this Agreement to one or more banks or other financial institutions identified to the such Extension Non-extending Lender, which may include any Lender which agrees to accept such transfer and assignment (each an “Additional Commitment Lender”), provided that (x) such Additional Commitment Lender, if not already a Consenting Lender hereunder, shall be subject to the approval of CBNA and the Company (such approvals not to be unreasonably withheld), (y) such assignment shall become effective as of a date specified by the Company (which shall not be later than the Maturity Date in effect prior to the requested extension) and (z) the Additional Commitment Lender shall pay to such Non-extending Lender in immediately available funds on the effective date of such assignment shall have been paid to such Extension Non-Consenting Lender; (iii) with respect to any such New Lender, the principal of applicable processing and interest accrued recordation fee required under Section 9.05 for such assignment shall have been paid; and (iv) each Issuing Bank shall have consented to any such assignment to a New Lender. provided further that such Extension Non-Consenting Lender’s rights under Sections 2.14, 2.16 and 9.03, and its obligations under Section 8.08, shall survive such substitution as to matters occurring prior to the date of substitution. At least five Business Days prior to any Extension Date, (A) each such New Lender, if any, shall have delivered to the Borrower and the Administrative Agent an Assumption Agreement, duly executed by such New Lender, such Extension Non-Consenting Lender, the Borrower and the Administrative Agent and (B) any such Extension 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. Upon the payment on or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the Loans made immediately preceding sentence, each such Extension Consenting Lender or New Lender, as of the Extension Date, will be substituted for such Extension Non-Consenting Lender under this Agreement and shall be a Lender for all purposes of this Agreement, without any further acknowledgment by it or the consent of the other Lenders, and the obligations of each such Extension Non-Consenting Lender hereunder shall, by the provisions hereof, be released and all other amounts accrued discharged. (d) If (after giving effect to any assignments or assumptions pursuant to Section 2.22(c)) Lenders having Commitments equal to more than 50% of the Commitments in effect immediately prior to the Extension Date consent in writing to a 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, subject to the satisfaction of the applicable conditions in Section 3.02, the Maturity Date for its account or owed to it hereundereach Extension Consenting Lender and each New Lender then in effect shall be extended for the additional one year period as described in Section 2.22(b); provided that the Maturity Date for each Extension Non-Consenting Lender shall not be so extended. Notwithstanding Promptly following each Extension Date, the foregoingAdministrative Agent shall notify the Lenders (including, no without limitation, each New Lender) of the extension of the Maturity Date shall become effective unless, on the scheduled Maturity Date in effect immediately prior thereto and shall thereupon record in the Register the relevant information with respect to each such Extension Consenting Lender and each such New Lender. On and after each Extension Date, the Applicable Percentage of each Lender’s participation in Letter of Credit Commitments shall be calculated after giving effect to the requested extension the conditions set forth in paragraphs (a) and (b) of Section 4.2 shall be satisfied or waived (with all references in such paragraphs to a Borrowing being deemed to be references to the current Maturity Date) and CBNA shall have received a certificate to that effect dated such Maturity Date and executed by a Financial Officer Commitments of the CompanyLenders after the occurrence of such Extension Date.

Extension of Maturity Date. (a) The Company Borrower may, by sending an delivery of a Maturity Date Extension Letter Request to CBNA the Administrative Agent (in which case CBNA shall promptly deliver a copy to each of the Lenders), during the period of ) not less than 30 45 days and not more than 60 90 days prior to any anniversary of the Effective Date, request that the Revolving Lenders extend the Maturity Date at for an additional period of one year; provided that no more than two such requests may be made by the time in effect Borrower. Each Revolving Lender shall, by notice to the Borrower and the Administrative Agent given not later than the 20th day after the date of the Administrative Agent’s receipt of the Maturity Date Extension Request from the Borrower (or such earlier date as reasonably agreed to by the Administrative Agent and the Borrower), advise the Borrower whether or not it agrees to the requested extension (each Revolving Lender agreeing to a requested extension being called a “Consenting Lender”, and each Revolving Lender declining to agree to a requested extension being called a “Declining Lender”). Any Revolving Lender that has not so advised the Borrower and the Administrative Agent by such day shall be deemed to have declined to agree to such extension and shall be a Declining Lender. If Revolving Lenders constituting the Required Lenders shall have agreed to a Maturity Date Extension Request, then the Maturity Date shall, as to the Consenting Lenders, be extended to the first anniversary of the Maturity Date then theretofore in effect. Each Lender, acting in its sole discretion, shall, by notice to CBNA given not more than 20 days after effect (the first date on which such consent of the Extension Letter, advise CBNA in writing whether or not such Lender agrees to such extension (each Lender that so advises CBNA that it will not extend Required Lenders is obtained and the Maturity Date, conditions specified below are satisfied being referred to herein as a the “Non-extending LenderExtension Closing Date”); provided that . The decision to agree or withhold agreement to any Lender that does not advise CBNA by the 20th day after the date of the Maturity Date Extension Letter Request shall be deemed to be a Non-extending at the sole discretion of each Revolving Lender. The election Commitment of any Lender to agree to such extension shall not obligate any other Lender to agree. (i) If Lenders holding Commitments that aggregate more than 50% of the total Commitments on the 20th day after the date of the Extension Letter shall not have agreed to extend the Maturity Date, then the Maturity Date shall not be so extended and the outstanding principal balance of all Loans and other amounts payable hereunder shall be payable on such Maturity Date. (ii) If (and only if) Lenders holding Commitments that aggregate more than 50% of the total Commitments on the 20th day after the date of the Extension Letter shall have agreed to extend the Maturity Date, then the Maturity Date applicable to the Lenders that shall so have agreed shall be the first anniversary of the current Maturity Date. In the event of such extension, the Commitment of each Non-extending Declining Lender shall terminate on the Maturity Date in effect prior to giving effect to any such extensionextension (such Maturity Date being called the “Existing Maturity Date”). The principal amount of any outstanding Revolving Loans made by Declining Lenders, all Loans together with any accrued interest thereon and any accrued fees and other amounts payable hereunder to or for the account of such Non-extending Declining Lenders hereunder, shall become be due and payable on such the Existing Maturity Date, and on the Existing Maturity Date the Borrower shall also make such other prepayments of Loans pursuant to Section 2.10 as shall be required in order that, after giving effect to the termination of the Commitments of, and all payments to, Declining Lenders pursuant to this sentence, the total Commitment Credit Exposures would not exceed the total Commitments. Notwithstanding the foregoing provisions of the Lenders hereunder shall be reduced by the Commitments of Non-extending Lenders so terminated on such Maturity Date. (c) In the event that the conditions of clause (ii) of paragraph (b) above have been satisfiedthis Section, the Company Borrower shall have the right on or before the Maturity Date right, pursuant to and in effect accordance with Section 2.18(b), at any time prior to the requested extension, at its own expenseExisting Maturity Date, to require any Non-extending replace a Declining Lender to transfer and assign without recourse (except as to title and the absence of Liens created by it) (in accordance with and subject to the restrictions contained in Section 8.4) all its interests, rights and obligations under this Agreement to one or more banks a Revolving Lender or other financial institutions identified institution that will agree to the Non-extending Lender, which may include any Lender which agrees to accept such transfer and assignment (each an “Additional Commitment Lender”), provided that (x) such Additional Commitment Lender, if not already a Lender hereunder, shall be subject to the approval of CBNA and the Company (such approvals not to be unreasonably withheld), (y) such assignment shall become effective as of a date specified by the Company (which shall not be later than the applicable Maturity Date in effect prior to the requested extension) Extension Request, and (z) the Additional Commitment any such replacement Revolving Lender shall pay to such Non-extending Lender in immediately available funds on the effective date of such assignment the principal of and interest accrued to the date of payment on the Loans made by it hereunder and for all other amounts accrued for its account or owed to it hereunderpurposes constitute a Consenting Lender. Notwithstanding the foregoing, (a) the Availability Period and the Maturity Date (without taking into consideration any extension pursuant to this Section 2.20), as such terms are used in reference to any Issuing Bank or any Letters of Credit issued by such Issuing Banks, may not be extended without the prior written consent of such Issuing Bank (it being understood and agreed that, in the event any Issuing Bank shall not have consented to any such extension, (i) such Issuing Bank shall continue to have all the rights and obligations of an Issuing Bank hereunder through the Existing Maturity Date (or the Availability Period determined on the basis thereof, as applicable), and thereafter shall have no obligation to issue, amend, extend or renew any Letter of Credit (but shall, in each case, continue to be entitled to the benefits of Sections 2.05, 2.14, 2.16, 10.03 and 10.08, as applicable, as to Letters of Credit issued prior to such time), and (ii) the Borrower shall cause the LC Exposure attributable to Letters of Credit issued by such Issuing Bank to be zero no later than the day on which such LC Exposure would have been required to have been reduced to zero in accordance with the terms hereof without giving effect to any effectiveness of the extension of the applicable Existing Maturity Date pursuant to this paragraph (and, in any event, no later than the Existing Maturity Date)) and (b) no extension of the Maturity Date pursuant to this Section shall become effective unless, unless on the Maturity Date in effect prior to the requested extension applicable Extension Closing Date, the conditions set forth in paragraphs (a) and (b) of Section 4.2 4.03 shall be satisfied or waived (with all references in such paragraphs Section to a Borrowing being deemed to be references to such extension and without giving effect to the current Maturity Dateparenthetical in Section 4.03(a)) and CBNA and, if reasonably requested by the Administrative Agent, the Administrative Agent shall have received a certificate to that effect dated such Maturity Date date and executed by a Financial Officer of the CompanyBorrower as well as documents consistent with those delivered under Sections 4.01(b) and 4.01(c) as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such extension.

Extension of Maturity Date. (a) The Company Borrower may, by sending an delivery of a Maturity Date Extension Letter Request to CBNA the Administrative Agent (in which case CBNA shall promptly deliver a copy to each of the Lenders), during the period of ) not less than 30 45 days and not more than 60 75 days prior to any anniversary of the Effective Date, request that the Lenders extend the Maturity Date at for an additional period of one year; provided that, only two such extensions will be granted during the time in effect tenure of the credit facility. Each Lender shall, by notice to the Borrower and the Administrative Agent given not later than the 20th day after the date of the Agent’s receipt of the Borrower’s Maturity Date Extension Request, advise the Borrower whether or not it agrees to the requested extension (each Lender agreeing to a requested extension being called a “Consenting Lender” and each Lender declining to agree to a requested extension being called a “Declining Lender”). Any Lender that has not so advised the Borrower and the Administrative Agent by such day shall be deemed to have declined to agree to such extension and shall be a Declining Lender. If Lenders constituting the Required Lenders shall have agreed to a Maturity Date Extension Request, then the Maturity Date shall, as to the Consenting Lenders, be extended to the first anniversary of the Maturity Date then theretofore in effect. Each Lender, acting in its sole discretion, shall, by notice The decision to CBNA given not more than 20 days after the date of the agree or withhold agreement to any Maturity Date Extension Letter, advise CBNA in writing whether or not such Lender agrees to such extension (each Lender that so advises CBNA that it will not extend the Maturity Date, being referred to herein as a “Non-extending Lender”); provided that any Lender that does not advise CBNA by the 20th day after the date of the Extension Letter Request shall be deemed to be a Non-extending at the sole discretion of each Lender. The election Commitment of any Lender to agree to such extension shall not obligate any other Lender to agree. (i) If Lenders holding Commitments that aggregate more than 50% of the total Commitments on the 20th day after the date of the Extension Letter shall not have agreed to extend the Maturity Date, then the Maturity Date shall not be so extended and the outstanding principal balance of all Loans and other amounts payable hereunder shall be payable on such Maturity Date. (ii) If (and only if) Lenders holding Commitments that aggregate more than 50% of the total Commitments on the 20th day after the date of the Extension Letter shall have agreed to extend the Maturity Date, then the Maturity Date applicable to the Lenders that shall so have agreed shall be the first anniversary of the current Maturity Date. In the event of such extension, the Commitment of each Non-extending Declining Lender shall terminate on the Maturity Date in effect prior to giving effect to any such extensionextension (such Maturity Date being called the “Existing Maturity Date”). The principal amount of any outstanding Loans made by Declining Lenders, all Loans together with any accrued interest thereon and any accrued fees and other amounts payable hereunder to or for the account of such Non-extending Declining Lenders hereunder, shall become be due and payable on the Existing Maturity Date, and on the Existing Maturity Date, the Borrower shall also make such Maturity Date other prepayments of its Loans pursuant to Section 2.11 as shall be required in order that, after giving effect to the termination of the Commitments of, and all payments to, Declining Lenders pursuant to this sentence, the sum of the total Commitment Credit Exposures shall not exceed the total Commitments.Notwithstanding the foregoing provisions of the Lenders hereunder shall be reduced by the Commitments of Non-extending Lenders so terminated on such Maturity Date. (c) In the event that the conditions of clause (ii) of paragraph (b) above have been satisfiedthis paragraph, the Company Borrower shall have the right on or before the Maturity Date in effect right, pursuant to Section 9.04, at any time prior to the requested extension, at its own expenseExisting Maturity Date, to require any Non-extending replace a Declining Lender to transfer and assign without recourse (except as to title and the absence of Liens created by it) (in accordance with and subject to the restrictions contained in Section 8.4) all its interests, rights and obligations under this Agreement to one or more banks a Lender or other financial institutions identified institution that will agree to the Non-extending Lender, which may include any Lender which agrees to accept such transfer and assignment (each an “Additional Commitment Lender”), provided that (x) such Additional Commitment Lender, if not already a Lender hereunder, shall be subject to the approval of CBNA and the Company (such approvals not to be unreasonably withheld), (y) such assignment shall become effective as of a date specified by the Company (which shall not be later than the Maturity Date in effect prior to the requested extension) Extension Request, and (z) the Additional Commitment any such replacement Lender shall pay to such Non-extending Lender in immediately available funds on the effective date of such assignment the principal of and interest accrued to the date of payment on the Loans made by it hereunder and for all other amounts accrued for its account or owed to it hereunder. purposes constitute a Consenting Lender.Notwithstanding the foregoing, no extension of the Maturity Date pursuant to this paragraph shall become effective unlessunless (i) the Administrative Agent shall have received documents consistent with those delivered with respect to the Borrower under Section 4.01(b) through Section 4.01(d), giving effect to such extension and (ii) on the anniversary of the Effective Date that immediately follows the date on which the Borrower delivers the applicable Maturity Date in effect prior to the requested extension Extension Request, (A) the conditions set forth in paragraphs Section 4.02 shall be satisfied, (aB) there has been no change since December 31, 2017 that has resulted in a Material Adverse Effect that is continuing and (bC) of Section 4.2 shall be satisfied or waived (with all references in such paragraphs to a Borrowing being deemed to be references to the current Maturity Date) and CBNA Administrative Agent shall have received a certificate to that effect dated such Maturity Date date and executed by the President, a Vice President or a Financial Officer of the CompanyBorrower.

Extension of Maturity Date. (a) The Company may, by sending an Extension Letter up to CBNA (in which case CBNA shall promptly deliver a copy to each of two times after the Lenders), during the period of not less than 30 days and not more than 60 days prior to any anniversary of the Restatement Effective Date, by written notice (an “Extension Notice”) delivered to the Administrative Agent, request that the Lenders extend an extension (each, an “Extension”) of the Maturity Date at the time in effect to a date no later than the first anniversary of the then existing Maturity Date then in effect. Each Lender(such existing Maturity Date, acting in its sole discretionthe “Existing Maturity Date”), shall, by notice to CBNA given provided that not more than 20 days a single Extension may be effected in any period of 12 consecutive months and, after giving effect thereto, the Maturity Date may not be more than five years after the date applicable Extension Closing Date (as defined below). (b) The Administrative Agent shall promptly furnish a copy of each Extension Notice to each Lender, and shall request that each Lender advise the Extension Letter, advise CBNA in writing Administrative Agent whether or not such Lender agrees to the requested Extension within 20 days of delivery to such extension (each Lender that so advises CBNA that it will not extend the Maturity Date, being referred to herein as a “Non-extending Lender”)of such Extension Notice; provided that any Lender that does not advise CBNA the Administrative Agent by the 20th day after the date of the such Extension Letter Notice shall be deemed to be a Non-extending have declined the requested Extension (each Lender agreeing to the requested Extension being called an “Extending Lender. The election of any ”, and each Lender declining or deemed to have declined to agree to such extension shall not obligate the requested Extension being called a “Non-Extending Lender”). The decision to agree or withhold agreement to any other Lender to agree. (i) If Lenders holding Commitments that aggregate more than 50% of the total Commitments on the 20th day after the date of the Extension Letter shall not have agreed to extend the Maturity Date, then the Maturity Date shall not be so extended and the outstanding principal balance of all Loans and other amounts payable hereunder shall be payable on such Maturity Date. (ii) at the sole discretion of each Lender. If (and only if) Lenders holding Commitments that aggregate more constituting not less than 50% of the total Commitments on the 20th day after the date of the Extension Letter Required Lenders shall have agreed to extend the Maturity DateDate before the anniversary of the Restatement Effective Date immediately following the delivery of the applicable Extension Notice, then then, effective as of the Extension Closing Date (as defined below) with respect thereto, the Maturity Date applicable to the Extending Lenders that shall so have agreed shall be the first anniversary of the current Existing Maturity Date. In the event of such extension, the Commitment of each Non-extending Lender shall terminate on the Maturity Date in effect prior to such extension, all Loans and other amounts payable hereunder to such Non-extending Lenders shall become due and payable on such Maturity Date and the total Commitment of the Lenders hereunder shall be reduced by the Commitments of Non-extending Lenders so terminated on such Maturity Date. (c) In the event that the conditions of clause (ii) of paragraph (b) above have been satisfied, the Company shall have the right on or before the 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 (except as to title and the absence of Liens created by it) (in accordance with and subject to the restrictions contained in Section 8.4) 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 which agrees to accept such transfer and assignment (each an “Additional Commitment Lender”), ; provided that (x) such Additional Commitment Lender, if not already a Lender hereunder, shall be subject to the approval of CBNA and the Company (such approvals not to be unreasonably withheld), (y) such assignment shall become effective as of a date specified by the Company (which shall not be later than the Maturity Date in effect prior to the requested extension) and (z) the Additional Commitment Lender shall pay to such Non-extending Lender in immediately available funds on the 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 owed to it hereunder. Notwithstanding the foregoing, no extension of the Maturity Date pursuant to this Section 2.23 shall become effective unless, unless (the first date on which such consent of the Required Lenders is obtained and the conditions specified in this proviso are satisfied with respect to the applicable Extension being called the “Extension Closing Date”) on the Maturity Date in effect prior to the requested extension applicable Extension Closing Date, the conditions set forth in paragraphs (aSections 4.01(a) and (b4.01(b) of Section 4.2 shall be satisfied or waived (with all references in such paragraphs to a Borrowing being deemed to be references to the current Maturity Datesuch Extension) and CBNA the Administrative Agent shall have received a certificate to that effect dated such Maturity Date date and executed by a Financial Officer of the Company. The Commitment of each Non-Extending Lender shall terminate on the Existing Maturity Date, and the principal amount of any outstanding Loans made by such Non-Extending Lender, together with any accrued interest thereon, and any accrued fees and other amounts payable to or for the account of such Non-Extending Lender hereunder shall be due and payable on the Existing Maturity Date. Notwithstanding the foregoing provisions of this paragraph, the terms “Availability Period” and “Maturity Date” (without taking into consideration any extension pursuant to this Section 2.23), as such terms are used in reference to any Issuing Bank or any Letters of Credit issued by such Issuing Bank or any Swingline Lender or any Swingline Loans made by such Swingline Lender, may not be extended without the prior written consent of such Issuing Bank or such Swingline Lender, as applicable (it being understood and agreed that, in the event any Issuing Bank or any Swingline Lender shall not have consented to any Extension, (1) such Issuing Bank or such Swingline Lender, as applicable, shall continue to have all the rights and obligations of an Issuing Bank or a Swingline Lender, as applicable, hereunder through the applicable Existing Maturity Date (or the Availability Period determined on the basis thereof, as applicable), and thereafter shall have no obligation to issue, amend or extend any Letter of Credit or make any Swingline Loan (but shall, in each case, continue to be entitled to the benefits of Sections 2.04, 2.05, 2.15, 2.17, 2.20 and 11.03, as applicable, as to Letters of Credit or Swingline Loans issued or made prior to such time), and (2) the Borrowers shall cause the LC Exposure attributable to Letters of Credit issued by such Issuing Bank and the Swingline Exposure attributable to Swingline Loans made by such Swingline Lender to be zero no later than the day on which such LC Exposure or Swingline Exposure, as applicable, would have been required to have been reduced to zero in accordance with the terms hereof without giving effect to the effectiveness of the extension of the applicable Existing Maturity Date pursuant to this paragraph (and in any event, no later than such Existing Maturity Date)).

Extension of Maturity Date. (a) The Company Borrower may, by sending an Extension Letter written notice to CBNA the Administrative Agent (in which case CBNA who shall promptly deliver a copy to each of notify the Lenders), during the period of ) not less earlier than 30 60 days and not more later than 60 30 days prior to any anniversary of the Effective Closing Date (each, an “Anniversary Date, ”) request that the Lenders extend the Maturity Date at of the time Revolving Loans and Revolving Commitments (an “Extension”) then in effect to hereunder (the first anniversary of “Existing Maturity Date”) for an additional year from the Existing Maturity Date. The Borrower may extend the Maturity Date then in effect. twice during the term of this Agreement. (b) Each Lender, acting in its sole and individual discretion, shall, by notice to CBNA the Administrative Agent given not more later than the date (the “Notice Date”) that is 20 days after prior to the date of the Extension Letterapplicable Anniversary Date, advise CBNA in writing the Administrative Agent whether or not such Lender agrees to such extension (and each Lender that determines not to so advises CBNA that it will not extend the its Maturity Date, being referred to herein as Date (a “Non-extending Extending Lender”) shall notify the Administrative Agent of such fact promptly after such determination (but in any event no later than the Notice Date); provided that ) and any Lender that does not so advise CBNA by the 20th day after Administrative Agent on or before the date of the Extension Letter Notice Date shall be deemed to be a Non-extending Extending Lender. The election of any Lender to agree to such extension shall not obligate any other Lender to so agree. (ic) If Lenders holding Commitments that aggregate more The Administrative Agent shall notify the Borrower of each Lender’s determination under this Section no later than 50% of the total Commitments date 15 days prior to the applicable Anniversary Date (or, if such date is not a Business Day, on the 20th day after the date of the Extension Letter shall not have agreed to extend the Maturity Date, then the Maturity Date shall not be so extended and the outstanding principal balance of all Loans and other amounts payable hereunder shall be payable on such Maturity Datenext preceding Business Day). (iid) The Borrower shall have the right to replace each Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more Eligible Assignees (each, an “Additional Commitment Lender”) as provided in Section 11.13; provided that each of such Additional Commitment Lenders shall enter into an Assignment and Assumption pursuant to which such Additional Commitment Lender shall, effective as of the applicable Anniversary Date, undertake a Revolving Commitment (and, if any such Additional Commitment Lender is already a Lender, its Revolving Commitment shall be in addition to such Xxxxxx’s Revolving Commitment hereunder on such date). (e) If (and only if) the total of the Revolving Commitments of the Lenders holding that have agreed so to extend their Maturity Date (each, an “Extending Lender”) and the additional Revolving Commitments that aggregate of the Additional Commitment Lenders shall be more than 50% of the total Commitments on the 20th day after the date aggregate amount of the Extension Letter shall have agreed Revolving Commitments in effect immediately prior to extend the Maturity applicable Anniversary Date, then then, effective as of such Anniversary Date, the Maturity Date applicable of each Extending Lender and of each Additional Commitment Lender shall be extended to the Lenders that shall date falling one year after the Existing Maturity Date (except that, if such date is not a Business Day, such Maturity Date as so have agreed extended shall be the first anniversary next preceding Business Day) and each Additional Commitment Lender shall thereupon become a “Lender” for all purposes of the current Maturity Date. In the event of this Agreement. (f) As a condition precedent to such extension, the Commitment Borrower shall deliver to the Administrative Agent a certificate of each Non-extending Lender shall terminate on the Maturity Borrower dated as of the applicable Anniversary Date in 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, before and after giving effect prior to such extension, (A) the representations and warranties contained in Article VI and the other Loan Documents are true and correct in all Loans material respects on and other amounts payable hereunder as of such Anniversary Date, except to the extent that such Non-extending Lenders representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date (provided that, in each case, if any such representation and warranty is qualified by materiality or Material Adverse Effect, it shall become due be true and payable correct in all respects on such Maturity Date and the total Commitment of the Lenders hereunder shall be reduced by the Commitments of Non-extending Lenders so terminated on such Maturity Date. (c) In the event that the conditions of clause (ii) of paragraph (b) above have been satisfied, the Company shall have the right on or before the 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 (except as to title and the absence of Liens created by it) (in accordance with and subject to the restrictions contained in Section 8.4) 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 which agrees to accept such transfer and assignment (each an “Additional Commitment Lender”), provided that (x) such Additional Commitment Lender, if not already a Lender hereunder, shall be subject to the approval of CBNA and the Company (such approvals not to be unreasonably withheld), (y) such assignment shall become effective as of a date specified by the Company (which shall not be later than the Maturity Date in effect prior to the requested extensionrespective dates) and (zB) the Additional Commitment Lender shall pay to such Non-extending Lender in immediately available funds on the 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 no Default exists or owed to it hereunderwould result therefrom. Notwithstanding the foregoing, no extension of the Maturity Date shall become effective unlessIn addition, on the Maturity Date in effect prior of each Non-Extending Lender, the Borrower shall prepay any Revolving Loans outstanding on such date (and pay any additional amounts required pursuant to Section 3.05) to the requested extent necessary to keep outstanding Revolving Loans ratable with any revised Applicable Percentages of the respective Lenders effective as of such date. (g) In connection with any extension of the conditions set forth in paragraphs (a) Maturity Date, the Borrower, the Administrative Agent and (b) of Section 4.2 shall be satisfied or waived (with all references in each extending Lender may make such paragraphs amendments to a Borrowing being deemed this Agreement as the Administrative Agent determines to be references reasonably necessary to evidence the extension. This Section 2.17 shall supersede any provisions in Section 2.13 or 11.01 to the current Maturity Date) and CBNA shall have received a certificate to that effect dated such Maturity Date and executed by a Financial Officer of the Companycontrary.

Extension of Maturity Date. (a) The Company may, by sending an delivery of a Maturity Date Extension Letter Request to CBNA the Administrative Agent (in which case CBNA shall promptly deliver a copy to each of the Lenders), during the period of ) not less than 30 45 days and not more than 60 75 days prior to any anniversary of the Effective Date, request that the Lenders extend the Maturity Date at for an additional period of one year. Each Lender shall, by notice to the time Company and the Administrative Agent given not later than the 20th day after the date of the Administrative Agent’s receipt of the Maturity Date Extension Request from the Company, advise the Company whether or not in effect its sole discretion it agrees to the requested extension (each Lender agreeing to a requested extension being called a “Consenting Lender”, and each Lender declining to agree to a requested extension being called a “Declining Lender”). Any Lender that has not so advised the Company and the Administrative Agent by such day shall be deemed to have declined to agree to such extension and shall be a Declining Lender. If Lenders constituting the Required Lenders shall have agreed to a Maturity Date Extension Request, then the Maturity Date shall, as to the Consenting Lenders, be extended to the first anniversary of the Maturity Date then theretofore in effect. Each Lender, acting in its sole discretion, shall, by notice The decision to CBNA given not more than 20 days after the date of the agree or withhold agreement to any Maturity Date Extension Letter, advise CBNA in writing whether or not such Lender agrees to such extension (each Lender that so advises CBNA that it will not extend the Maturity Date, being referred to herein as a “Non-extending Lender”); provided that any Lender that does not advise CBNA by the 20th day after the date of the Extension Letter Request shall be deemed to be a Non-extending at the sole discretion of each Lender. The election Commitment of any Lender to agree to such extension shall not obligate any other Lender to agree. (i) If Lenders holding Commitments that aggregate more than 50% of the total Commitments on the 20th day after the date of the Extension Letter shall not have agreed to extend the Maturity Date, then the Maturity Date shall not be so extended and the outstanding principal balance of all Loans and other amounts payable hereunder shall be payable on such Maturity Date. (ii) If (and only if) Lenders holding Commitments that aggregate more than 50% of the total Commitments on the 20th day after the date of the Extension Letter shall have agreed to extend the Maturity Date, then the Maturity Date applicable to the Lenders that shall so have agreed shall be the first anniversary of the current Maturity Date. In the event of such extension, the Commitment of each Non-extending Declining Lender shall terminate on the Maturity Date in effect prior to giving effect to any such extensionextension (such Maturity Date being called the “Existing Maturity Date”). The principal amount of any outstanding Loans made by Declining Lenders, all Loans together with any accrued interest thereon and any accrued fees and other amounts payable hereunder to or for the account of such Non-extending Declining Lenders hereunder, shall become be due and payable on such the Existing Maturity Date, and on the Existing Maturity Date the Borrowers shall also make such other prepayments of their Loans pursuant to Section 2.11 as shall be required in order that, after giving effect to the termination of the Commitments of, and all payments to, Declining Lenders pursuant to this sentence, the total Commitment Revolving Credit Exposures would not exceed the total Commitments. Notwithstanding the foregoing provisions of the Lenders hereunder shall be reduced by the Commitments of Non-extending Lenders so terminated on such Maturity Date. (c) In the event that the conditions of clause (ii) of paragraph (b) above have been satisfiedthis paragraph, the Company shall have the right on or before the Maturity Date right, pursuant to and in effect accordance with Section 2.19(b), at any time prior to the requested extension, at its own expenseExisting Maturity Date, to require any Non-extending replace a Declining Lender to transfer and assign without recourse (except as to title and the absence of Liens created by it) (in accordance with and subject to the restrictions contained in Section 8.4) all its interests, rights and obligations under this Agreement to one or more banks a Lender or other financial institutions identified institution that will agree to the Non-extending Lender, which may include any Lender which agrees to accept such transfer and assignment (each an “Additional Commitment Lender”), provided that (x) such Additional Commitment Lender, if not already a Lender hereunder, shall be subject to the approval of CBNA and the Company (such approvals not to be unreasonably withheld), (y) such assignment shall become effective as of a date specified by the Company (which shall not be later than the applicable Maturity Date in effect prior to the requested extension) Extension Request, and (z) the Additional Commitment any such replacement Lender shall pay to such Non-extending Lender in immediately available funds on the effective date of such assignment the principal of and interest accrued to the date of payment on the Loans made by it hereunder and for all other amounts accrued for its account or owed to it hereunderpurposes constitute a Consenting Lender. Notwithstanding the foregoing, (a) the Availability Period and the Maturity Date (without taking into consideration any extension pursuant to this Section 2.09), as such terms are used in reference to any Issuing Bank or any Letters of Credit issued by such Issuing Banks or the Swingline Lender or any Swingline Loans made by the Swingline Lender, may not be extended without the prior written consent of such Issuing Bank or the Swingline Lender, as applicable (it being understood and agreed that, in the event any Issuing Bank or the Swingline Lender shall not have consented to any such extension, (i) such Issuing Bank or the Swingline Lender, as applicable, shall continue to have all the rights and obligations of an Issuing Bank or the Swingline Lender, as applicable, hereunder through the Existing Maturity Date (or the Availability Period determined on the basis thereof, as applicable), and thereafter shall have no obligation to issue, amend, extend or renew any Letter of Credit or to make any Swingline Loan, as applicable (but shall, in each case, continue to be entitled to the benefits of Sections 2.04, 2.05, 2.15, 2.17, 10.03 and 10.09, as applicable, as to Letters of Credit or Swingline Loans issued or made prior to such time), and (ii) the Borrowers shall cause the LC Exposure attributable to Letters of Credit issued by such Issuing Bank and the Swingline Exposure to be zero no later than the day on which such LC Exposure or Swingline Exposure, as applicable, would have been required to have been reduced to zero in accordance with the terms hereof without giving effect to any effectiveness of the extension of the applicable Existing Maturity Date pursuant to this paragraph (and, in any event, no later than the Existing Maturity Date)) and (b) no extension of the Maturity Date pursuant to this paragraph shall become effective unless, unless on the anniversary of the Effective Date that immediately follows the date on which the Company delivers the applicable Maturity Date in effect prior to the requested extension Extension Request, the conditions set forth in paragraphs (a) and (b) of Section 4.2 4.02 shall be satisfied or waived (with all references in such paragraphs Section to a Borrowing being deemed to be references to such extension and without giving effect to the current Maturity Dateparenthetical in Section 4.02(a)) and CBNA and, if reasonably requested by the Administrative Agent, the Administrative Agent shall have received a certificate to that effect dated such Maturity Date date and executed by a Financial Officer of the CompanyCompany as well as documents consistent with those delivered under Sections 4.01(b) and 4.01(c) as to the corporate power and authority of the Borrowers to borrow hereunder after giving effect to such extension.

Extension of Maturity Date. (a) The Company At any time not earlier than August 31 of each year nor later than September 30 of each year, the Borrowers may, by sending an written request to the Administrative Agent (the “Extension Letter Request”), request that this agreement be amended to CBNA (in which case CBNA extend the then current Maturity Date to a date one year later than the then current Maturity Date. A copy of the Extension Request shall promptly deliver a copy be provided by the Administrative Agent to each of the LendersLenders in accordance with Section 14.18. Each Lender may, in its sole discretion and regardless of whether or not there is any Default hereunder, by written notice to the Administrative Agent (the “Extension Response Notice”), during the period of not less later than 30 days and not more than 60 25 days prior to any anniversary of date which is two years prior to the Effective Date, request that the Lenders extend the then current Maturity Date at (the time in effect to the first anniversary of the Maturity Date then in effect. Each Lender“Extension Response Period”), acting in its sole discretion, shall, by notice to CBNA given not more than 20 days after the date of approve or decline the Extension LetterRequest. If any Lender does not provide an Extension Response Notice within the Extension Response Period, advise CBNA in writing whether or not such Lender agrees to such extension (each Lender that so advises CBNA that it will not extend the Maturity Date, being referred to herein as a “Non-extending Lender”); provided that any Lender that does not advise CBNA by the 20th day after the date of the Extension Letter shall 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. (i) If Lenders holding Commitments that aggregate more than 50% of the total Commitments on the 20th day after the date of have declined the Extension Letter Request. If the Majority Lenders approve the Extension Request, the Administrative Agent shall not have agreed to extend notify the Borrowers and the Lenders of such approval and confirm the new Maturity Date, which new Maturity Date shall become effective on and from the then current Maturity Date. If the Majority Lenders do not approve the Extension Request, the Administrative Agent shall notify the Borrowers and the Lenders and the Maturity Date shall not be so extended extended. (b) If the Majority Lenders but less than all of the Lenders approve the Extension Request within the Extension Response Period (the “Approving Lenders”), the following shall apply: (i) On or before the second Banking Day after the Extension Response Period, the Administrative Agent shall give written notice (the “Acquisition Request Notice”) to the Borrowers and each Lender identifying the outstanding principal balance of all Loans Approving Lenders and other amounts payable hereunder shall be payable on such Maturity DateLender or Lenders that have declined or are deemed to have declined the Extension Request (the “Declining Lenders”) and their respective Individual Commitments. (ii) Any Approving Lender may, at its option, acquire all or any portion of the rights and obligations of the Declining Lenders under the Credit Documents (all of such rights and obligations being herein called the “Available Amount”) by giving written notice to the Administrative Agent (an “Acquisition Notice”) of the portion of the Available Amount which it is prepared to acquire (the “Desired Acquisition Amount”). Such Acquisition Notice shall be given within 10 days following the giving of the Acquisition Request Notice (such deadline being herein called the “Acquisition Deadline”). If (and only if) Lenders holding Commitments that aggregate one Approving Lender gives an Acquisition Notice to the Administrative Agent or if more than 50% one Approving Lender gives an Acquisition Notice to the Administrative Agent but the aggregate of their Desired Acquisition Amounts is less than or equal to the Available Amount, then each such Approving Lender shall be entitled to acquire its Desired Acquisition Amount of the total Commitments rights and obligations of the Declining Lenders under the Credit Documents. If more than one Approving Lender gives an Acquisition Notice to the Administrative Agent and the aggregate of the Desired Acquisition Amounts is greater than the Available Amount, then each such Approving Lender shall be entitled to acquire a pro rata share of the rights and obligations of the Declining Lenders under the Credit Documents, such pro rata share being determined based on the 20th day after the date of the Extension Letter shall have agreed to extend the Maturity Date, then the Maturity Date applicable to the Lenders that shall so have agreed shall be the first anniversary of the current Maturity Date. In the event of such extension, the Commitment relative Desired Acquisition Amount of each Non-extending Lender shall terminate on the Maturity Date in effect prior to such extension, all Loans and other amounts payable hereunder to such Non-extending Lenders shall become due and payable on such Maturity Date and the total Commitment of the Lenders hereunder shall be reduced by the Commitments of Non-extending Lenders so terminated on such Maturity Date. (c) In the event that the conditions of clause (ii) of paragraph (b) above have been satisfied, the Company shall have the right on Approving Lender. On or before the Maturity Date in effect second Banking Day following the Acquisition Deadline, the Administrative Agent shall give to the Borrowers and each Lender a written notice identifying the Available Amount of each Declining Lender and the portion thereof to be acquired by each Approving Lender. Each of such acquisition shall be completed on the date which is two years prior to the requested extension, at its own expense, then current Maturity Date (without giving effect to require any Non-extending Lender to transfer and assign without recourse (except as to title and the absence of Liens created by itExtension Request) (in accordance with the procedures set out in Section 16.5(c). If the Available Amount is not completely acquired by the Approving Lenders, the Borrowers may locate other Persons (“Substitute Lenders”) who qualify as Lenders, are satisfactory to the Administrative Agent and the Issuing Lenders, acting reasonably, and who acquire all or a portion of the balance of the rights and obligations of the Declining Lenders under the Loan Documents on the date which is two years prior to the then current Maturity Date (without giving effect to the Extension Request) in accordance with the procedures set out in Section 16.5(c). Any outstanding credit extended by the Declining Lenders to the Borrower which is not so acquired by Approving Lenders or Substitute Lenders shall remain outstanding hereunder subject to the restrictions contained in Section 8.4) all its interests, rights terms and obligations under this Agreement to one or more banks or other financial institutions identified conditions hereof but shall be repaid by the Borrowers to the Non-extending Lender, which may include any Declining Lender which agrees to accept such transfer and assignment in full on the then current Maturity Date (each an “Additional Commitment Lender”), provided that (x) such Additional Commitment Lender, if not already a Lender hereunder, shall be subject without giving effect to the approval of CBNA and the Company (such approvals not to be unreasonably withheldExtension Request), (y) such assignment shall become effective as of a date specified by the Company (which shall not be later than the Maturity Date in effect prior to the requested extension) and (z) the Additional Commitment Lender shall pay to such Non-extending Lender in immediately available funds on the 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 owed to it hereunder. Notwithstanding the foregoing, no extension of the Maturity Date shall become effective unless, on the Maturity Date in effect prior to the requested extension the conditions set forth in paragraphs (a) and (b) of Section 4.2 shall be satisfied or waived (with all references in such paragraphs to a Borrowing being deemed to be references to the current Maturity Date) and CBNA shall have received a certificate to that effect dated such Maturity Date and executed by a Financial Officer of the Company.

Extension of Maturity Date. (a) The Company may, by sending an Extension Letter to CBNA Citibank (in which case CBNA Citibank shall promptly deliver a copy to each of the Lenders), during the period of not less than 30 days and not more than 60 days prior to any anniversary of the Effective Closing Date, request that the Lenders extend the Maturity Date at the time in effect to the first anniversary of the Maturity Date then in effect. Each Lender, acting in its sole discretion, shall, by notice to CBNA Citibank given not more than 20 days after the date of the Extension Letter, advise CBNA Citibank in writing whether or not such Lender agrees to such extension (each Lender that so advises CBNA Citibank that it will not extend the Maturity Date, being referred to herein as a “Non-extending Lender”); provided that any Lender that does not advise CBNA Citibank by the 20th day after the date of the Extension Letter shall 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. (i) If Lenders holding Commitments that aggregate more than 50at least 51% of the total Commitments on the 20th day after the date of the Extension Letter shall not have agreed to extend the Maturity Date, then the Maturity Date shall not be so extended and the outstanding principal balance of all Loans and other amounts payable hereunder shall be payable on such Maturity Date. (ii) If (and only if) Lenders holding Commitments that aggregate more than 50at least 51% of the total Commitments on the 20th day after the date of the Extension Letter shall have agreed to extend the Maturity Date, then the Maturity Date applicable to the Lenders that shall so have agreed shall be the first anniversary of the current Maturity Date. In the event of such extension, the Commitment of each Non-extending Lender shall terminate on the Maturity Date in effect prior to such extension, all Loans and other amounts payable hereunder to such Non-extending Lenders shall become due and payable on such Maturity Date and the total Commitment of the Lenders hereunder shall be reduced by the Commitments of Non-extending Lenders so terminated on such Maturity Date. (c) In the event that the conditions of clause (ii) of paragraph (b) above have been satisfied, the Company shall have the right on or before the 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 (except as to title and the absence of Liens created by it) (in accordance with and subject to the restrictions contained in Section 8.4) 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 which agrees to accept such transfer and assignment (each an “Additional Commitment Lender”), provided that (x) such Additional Commitment Lender, if not already a Lender hereunder, shall be subject to the approval of CBNA Citibank and the Company (such approvals not to be unreasonably withheld), (y) such assignment shall become effective as of a date specified by the Company (which shall not be later than the Maturity Date in effect prior to the requested extension) and (z) the Additional Commitment Lender shall pay to such Non-extending Lender in immediately available funds on the 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 owed to it hereunder. Notwithstanding the foregoing, no extension of the Maturity Date shall become effective unless, on the Maturity Date in effect prior to the requested extension the conditions set forth in paragraphs (a) and (b) of Section 4.2 shall be satisfied or waived (with all references in such paragraphs to a Borrowing being deemed to be references to the current Maturity Date) and CBNA Citibank shall have received a certificate to that effect dated such Maturity Date and executed by a Financial Officer of the Company.

Extension of Maturity Date. (a) The Company Borrower may, by sending an Extension Letter notice to CBNA the Administrative Agent (in which case CBNA shall promptly deliver a copy to each of notify the Lenders), during the period of ) not less than 30 45 days and not more than 60 90 days prior to any anniversary each of the Effective first and second anniversaries of the Closing Date (each anniversary, an “Anniversary Date”, request that the Lenders each Lender extend the such Lender’s Maturity Date at the time in effect to the first anniversary of date (the “Extended Maturity Date Date”) that is one year after the then in effectscheduled Maturity Date. Each Lender, acting in its sole discretion, shall, by written notice to CBNA the Administrative Agent given not more no later than the date (the “Consent Date”) that is 20 days after prior to the relevant Anniversary Date (provided that, if such date of is not a Business Day, the Extension LetterConsent Date shall be the next succeeding Business Day), advise CBNA in writing the Administrative Agent as to: (i) whether or not such Lender agrees to such extension of its Maturity Date (each Lender so agreeing to such extension being an “Extending Lender”); and (ii) only if such Lender is an Extending Lender, whether such Lender also irrevocably offers to increase the amount of its Revolving Credit Commitment in connection with the replacement of one or more Non-Extending Lenders (each Lender so offering to increase its Revolving Credit Commitment being an “Increasing and Extending Lender” as well as an Extending Lender) and, if so, the amount of the additional Revolving Credit Commitment such Lender so irrevocably offers to assume hereunder (such Lender’s “Proposed Additional Commitment”). Each Lender that so advises CBNA that it will determines not to extend the its Maturity Date, being referred to herein as Date (a “Non-extending Extending Lender”); provided that ) shall notify the Administrative Agent (which shall notify the Lenders) of such fact promptly after such determination but in any event no later than the Consent Date, and any Lender that does not advise CBNA by the 20th day after Administrative Agent in writing on or before the date of the Extension Letter Consent Date shall be deemed to be a Non-extending LenderExtending Lender and (without limiting the Borrower’s rights under this Section 2.17) shall have no liability to the Borrower in connection therewith. The election of any Lender to agree to such extension shall not obligate any other Lender so to agree. (i. The Administrative Agent shall notify the Borrower of each Lender’s determination under this Section 2.17(a) If Lenders holding Commitments that aggregate more no later than 50% of the total Commitments on the 20th day after the date of the Extension Letter shall not have agreed to extend the Maturity Date, then the Maturity Date shall not be so extended and the outstanding principal balance of all Loans and other amounts payable hereunder shall be payable on such Maturity Date. (ii) If (and only if) Lenders holding Commitments that aggregate more than 50% of the total Commitments on the 20th day after the date of the Extension Letter shall have agreed to extend the Maturity Date, then the Maturity Date applicable to the Lenders that shall so have agreed shall be the first anniversary of the current Maturity Date. In the event of such extension, the Commitment of each Non-extending Lender shall terminate on the Maturity Date in effect prior to such extension, all Loans and other amounts payable hereunder to such Non-extending Lenders shall become due and payable on such Maturity Date and the total Commitment of the Lenders hereunder shall be reduced by the Commitments of Non-extending Lenders so terminated on such Maturity Date. (c) In the event that the conditions of clause (ii) of paragraph (b) above have been satisfied, the Company shall have the right on or before the Maturity Date in effect 15 days prior to the requested extension, at its own expense, to require any Non-extending Lender to transfer and assign without recourse relevant Anniversary Date (except as to title and the absence of Liens created by it) (in accordance with and subject to the restrictions contained in Section 8.4) 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 which agrees to accept such transfer and assignment (each an “Additional Commitment Lender”), provided that (x) such Additional Commitment Lenderor, if such date is not already a Lender hereunder, shall be subject to the approval of CBNA and the Company (such approvals not to be unreasonably withheld), (y) such assignment shall become effective as of a date specified by the Company (which shall not be later than the Maturity Date in effect prior to the requested extension) and (z) the Additional Commitment Lender shall pay to such Non-extending Lender in immediately available funds on the 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 owed to it hereunder. Notwithstanding the foregoing, no extension of the Maturity Date shall become effective unlessBusiness Day, on the Maturity Date in effect prior to the requested extension the conditions set forth in paragraphs (a) and (b) of Section 4.2 shall be satisfied or waived (with all references in such paragraphs to a Borrowing being deemed to be references to the current Maturity Date) and CBNA shall have received a certificate to that effect dated such Maturity Date and executed by a Financial Officer of the Companynext preceding Business Day).

Extension of Maturity Date. (a) The Company Parent Borrower may, by sending an delivery of a written request (a “Maturity Date Extension Letter Request”) to CBNA the Administrative Agent (in which case CBNA shall promptly deliver a copy to each of the Lenders), during the period of ) not less than 30 days and not more than 60 75 days prior to any an anniversary of the Effective Original Closing Date, request that the Lenders extend the Maturity Date at for an additional period of one year; provided that (i) such request shall be made to all Lenders having the time same Maturity Date on the same terms and (ii) there shall be no more than two extensions of the Maturity Date pursuant to this Section. Such Maturity Date Extension Request shall set forth (A) any changes to interest rate margins, fees or other pricing that will apply to the extensions of credit by Lenders that elect to agree to such Maturity Date Extension Request (which may be higher or lower than those that apply before giving effect to such Maturity Date Extension Request) and (B) any covenants or other terms that will apply solely to any period after the latest Maturity Date (if any) applicable to any Lenders that have a Maturity Date earlier than the Maturity Date that will apply to Lenders that elect to agree to such Maturity Date Extension Request. Other than the extended Maturity Date and the changes described in clauses (A) and (B) of the immediately preceding sentence, the terms applicable to Lenders that elect to agree to such Maturity Date Extension Request shall be identical to those that applied before giving effect thereto. (b) Each Lender shall, by notice to the Parent Borrower and the Administrative Agent given not later than the 20th day after the date of the Administrative Agent’s receipt of the Borrower’s Maturity Date Extension Request (or such other date as the Parent Borrower and the Administrative Agent may agree; such date, the “Extension Date”), advise the Parent Borrower whether or not it agrees to the requested extension (each Lender agreeing to a requested extension being called a “Consenting Lender”, and each Lender declining to agree to a requested extension being called a “Declining Lender”). Any Lender that has not so advised the Parent Borrower and the Administrative Agent by such Extension Date shall be deemed to have declined to agree to such extension and shall be a Declining Lender. (c) If Lenders constituting the Required Lenders shall have agreed to a Maturity Date Extension Request by the Extension Date, then the Maturity Date shall, as to the Consenting Lenders, be extended to the first anniversary of the Maturity Date then theretofore in effect. Each Lender, acting in its sole discretion, shall, by notice The decision to CBNA given not more than 20 days after the date of the agree or withhold agreement to any Maturity Date Extension Letter, advise CBNA in writing whether or not such Lender agrees to such extension (each Lender that so advises CBNA that it will not extend the Maturity Date, being referred to herein as a “Non-extending Lender”); provided that any Lender that does not advise CBNA by the 20th day after the date of the Extension Letter Request shall be deemed to be a Non-extending at the sole discretion of each Lender. The election Commitment of any Lender to agree to such extension shall not obligate any other Lender to agree. (i) If Lenders holding Commitments that aggregate more than 50% of the total Commitments on the 20th day after the date of the Extension Letter shall not have agreed to extend the Maturity Date, then the Maturity Date shall not be so extended and the outstanding principal balance of all Loans and other amounts payable hereunder shall be payable on such Maturity Date. (ii) If (and only if) Lenders holding Commitments that aggregate more than 50% of the total Commitments on the 20th day after the date of the Extension Letter shall have agreed to extend the Maturity Date, then the Maturity Date applicable to the Lenders that shall so have agreed shall be the first anniversary of the current Maturity Date. In the event of such extension, the Commitment of each Non-extending Declining Lender shall terminate on the Maturity Date in effect prior to giving effect to any such extensionextension (such Maturity Date being called the “Existing Maturity Date”). The principal amount of any outstanding Loans made by Declining Lenders, all Loans together with any accrued interest thereon and any accrued fees and other amounts payable hereunder to or for the account of such Non-extending Declining Lenders hereunder, shall become be due and payable on such the Existing Maturity Date, and on the Existing Maturity Date the Parent Borrower shall also make such other prepayments of Loans pursuant to Section 2.10 as shall be required in order that, after giving effect to the termination of the Commitments of, and all payments to, Declining Lenders pursuant to this sentence, the total Commitment of Revolving Credit Exposures would not exceed the Lenders hereunder shall be reduced by the Commitments of Non-extending Lenders so terminated on such Maturity DateLine Cap. (cd) In Notwithstanding the event that the conditions foregoing provisions of clause (ii) of paragraph (b) above have been satisfiedthis Section 2.23, the Company Parent Borrower shall have the right on or before the Maturity Date in effect right, pursuant to Section 2.18(b), at any time prior to the requested extension, at its own expenseExisting Maturity Date, to require any Non-extending replace a Declining Lender to transfer and assign without recourse (except as to title and the absence of Liens created by it) (in accordance with and subject to the restrictions contained in Section 8.4) all its interests, rights and obligations under this Agreement to one or more banks a bank or other financial institutions identified institution that will agree to the Non-extending Lender, which may include any Lender which agrees to accept such transfer and assignment applicable Maturity Date Extension Request (each an “Additional Commitment Lender”), provided that (x) each such Additional Commitment Lenderbank or other financial institution, if not already a Lender (or an Affiliate of a Lender) hereunder, shall be subject to the approval of CBNA and the Company Administrative Agent (such approvals not to be unreasonably withheld)), (y) and any such assignment shall become effective as of a date specified by the Company (which shall not be later than the Maturity Date in effect prior to the requested extension) and (z) the Additional Commitment replacement Lender shall pay to such Non-extending Lender in immediately available funds on the effective date of such assignment the principal of and interest accrued to the date of payment on the Loans made by it hereunder and for all other amounts accrued for its account or owed to it hereunder. purposes constitute a Consenting Lender. (e) Notwithstanding the foregoingforegoing provisions of this Section 2.23, no extension of the Maturity Date pursuant to this Section 2.23 shall become effective unless, on or promptly following the Maturity Date in effect prior to the requested extension Extension Date, the conditions set forth in paragraphs (a) and (b) of Section 4.2 4.02 shall be satisfied or waived (with all references in such paragraphs Section to a Borrowing being deemed to be references to the current Maturity Datesuch extension) and CBNA the Administrative Agent shall have received a certificate to that effect dated such Maturity the Extension Date and executed by a Financial Officer of the CompanyParent Borrower.

Extension of Maturity Date. (a) The Company may, on not more than three (3) occasions during the term of this Agreement, by sending an Extension Letter written notice to CBNA the Administrative Agent (in which case CBNA shall promptly deliver a copy to each of the Lenders), during the period of ) not less than 30 thirty (30) days and not more than 60 ninety (90) days prior to any anniversary of the Effective Closing Date, request that the Lenders extend the then-existing Maturity Date at and the time in effect to the first anniversary Commitments for an additional period of the Maturity Date then in effectone (1) year. Each Lender, acting in its sole discretion, Lender shall, by notice to CBNA the Administrative Agent given not more later than 20 days after the date of the Extension Letter, advise CBNA in writing whether or not such Lender agrees to such extension twentieth (each Lender that so advises CBNA that it will not extend the Maturity Date, being referred to herein as a “Non-extending Lender”); provided that any Lender that does not advise CBNA by the 20th 20th) day after the date of the Extension Letter Administrative Agent’s receipt of the Company’s extension request, advise the Administrative Agent whether or not it agrees to the requested extension (each Lender agreeing to a requested extension being called a “Consenting Lender” and each Lender declining to agree to a requested extension being called a “Declining Lender”). Any Lender that has not so advised the Administrative Agent by such day shall be deemed to be a Non-extending Lender. The election of any Lender have declined to agree to such extension and shall not obligate any other Lender to agree. (i) be a Declining Lender. If Lenders holding Commitments that aggregate more than 50% of constituting the total Commitments on the 20th day after the date of the Extension Letter shall not have agreed to extend the Maturity Date, then the Maturity Date shall not be so extended and the outstanding principal balance of all Loans and other amounts payable hereunder shall be payable on such Maturity Date. (ii) If (and only if) Required Lenders holding Commitments that aggregate more than 50% of the total Commitments on the 20th day after the date of the Extension Letter shall have agreed to extend the Maturity Datean extension request, then the then-existing Maturity Date applicable shall, as to the Lenders that shall so have agreed shall Consenting Lenders, be extended to the first (1st) anniversary of the current then-existing Maturity Date. In The decision to agree or withhold agreement to any Maturity Date extension shall be at the event sole discretion of such extension, the each Lender. The Commitment of each Non-extending any Declining Lender shall terminate on the Maturity Date in effect prior to giving effect to any such extensionextension (such Maturity Date being called the “Existing Maturity Date”). The principal amount of any outstanding Loans made by Declining Lenders, all Loans together with any accrued interest thereon and any accrued fees and other amounts payable hereunder to or for the accounts of such Non-extending Declining Lenders hereunder, shall become be due and payable on the Existing Maturity Date, and on the Existing Maturity Date, the Borrowers shall also make such Maturity Date and other prepayments of their Loans as shall be required in order that, after giving effect to the total Commitment termination of the Commitments of, and all payments to, Declining Lenders hereunder pursuant to this sentence, the Total Credit Exposures of all Lenders shall be reduced by not exceed the Commitments Aggregate Commitments. Notwithstanding the foregoing provisions of Non-extending Lenders so terminated on such Maturity Date. (c) In the event that the conditions of clause (ii) of paragraph (b) above have been satisfiedthis paragraph, the Company shall have the right on or before the Maturity Date in effect right, pursuant to Section 11.13, at any time prior to the requested extension, at its own expenseExisting Maturity Date, to require replace any Non-extending Declining Lender to transfer and assign without recourse (except as to title and the absence of Liens created by it) (in accordance with and subject to the restrictions contained in Section 8.4) all its interests, rights and obligations under this Agreement to one or more banks a Lender or other financial institutions identified Person that will agree to a request for the Non-extending Lender, which may include any Lender which agrees to accept such transfer and assignment (each an “Additional Commitment Lender”), provided that (x) such Additional Commitment Lender, if not already a Lender hereunder, shall be subject to the approval extension of CBNA and the Company (such approvals not to be unreasonably withheld), (y) such assignment shall become effective as of a date specified by the Company (which shall not be later than the Maturity Date in effect prior to the requested extension) Date, and (z) the Additional Commitment any such replacement Lender shall pay to such Non-extending Lender in immediately available funds on the effective date of such assignment the principal of and interest accrued to the date of payment on the Loans made by it hereunder and for all other amounts accrued for its account or owed to it hereunderpurposes constitute a Consenting Lender. Notwithstanding the foregoing, no extension of the Maturity Date pursuant to this Section 2.14(a) shall become effective unlessunless (i) with respect to each Borrower then existing at such time, the Administrative Agent shall have received deliverables of the type CHAR1\1990274v1 required pursuant to Section 4.01(c) and, if reasonably requested by the Administrative Agent, favorable written opinions of counsel to the Borrowers addressed to the Administrative Agent, the Lenders and the L/C Issuer, in form and substance satisfactory to the Administrative Agent and (ii) on the anniversary of the Closing Date that immediately follows the date on which the Company delivers the applicable request for extension of the then-existing Maturity Date Date, after giving effect to such extension, (A) the representations and warranties contained in effect prior this Agreement or any other Loan Document shall (1) with respect to representations and warranties that contain a materiality qualification, be true and correct on and as of such date, except to the requested extension extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and (2) with respect to representations and warranties that do not contain a materiality qualification, be true and correct in all material respects on and as of such date, except to the conditions set forth extent that such representations and warranties specifically refer to an earlier date, in paragraphs (awhich case they shall be true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.14(a), the representations and warranties contained in Section 5.05(a) shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.03(a) and (b), respectively, and (B) of Section 4.2 no Default shall be satisfied or waived (with all references in such paragraphs to a Borrowing being deemed to be references to exist, and the current Maturity Date) and CBNA Administrative Agent shall have received a certificate to that effect dated such Maturity Date date and executed by a Financial Officer of the Company.

Extension of Maturity Date. (a) The Company may, by sending Borrower may extend the Maturity Date with respect to the Revolving Facility for an Extension Letter to CBNA (in which case CBNA shall promptly deliver a copy to each of the Lenders), during the additional period of one year or eighteen months (a “Maturity Date Extension”) by providing written notice of such request to the Administrative Agent not more than 60 days and not less than 30 days and not more than 60 days prior to any anniversary of the Effective Date, request that the Lenders extend the Maturity Date at the time in effect to the first anniversary of the Maturity Date then in effecteffect (such anniversary of the Maturity Date, the “Extension Date”). Each LenderThe Administrative Agent shall promptly notify each Lender of such request and each Lender shall then, acting in its sole discretion, shall, by notice to CBNA given not more than 20 days after notify the date of Borrower and the Extension Letter, advise CBNA Administrative Agent in writing within 10 Business Days after such request whether or not such Lender agrees will consent to such the extension (each such Lender that so advises CBNA that it will not extend consenting to the Maturity Dateapplicable extension, being referred to herein as a “Non-extending Consenting Lender”); provided that any Lender that does not advise CBNA by the 20th day after the date of the Extension Letter shall be deemed to be a Non-extending Lender. The election failure of any Lender to agree notify the Borrower and the Administrative Agent of its intent to consent to an extension shall be deemed a rejection by such Lender, as applicable. Such extension shall be effective as to Consenting Lenders under the Revolving Facility consenting to such extension if the Required Lenders approve such Maturity Date Extension; provided, in each case, that (A) the Maturity Date following any such extension shall not obligate any other Lender to agree. (i) If Lenders holding Commitments be a date that aggregate is more than 50% of the total Commitments on the 20th day eighteen months after the date of applicable Extension Date and (B) at the Extension Letter shall not have agreed to extend the Maturity Date, then the Maturity Date shall not be so extended and the outstanding principal balance of all Loans and other amounts payable hereunder shall be payable on such Maturity Date. (ii) If (and only if) Lenders holding Commitments that aggregate more than 50% of the total Commitments on the 20th day after the date of the Extension Letter shall have agreed to extend the Maturity Date, then the Maturity Date applicable to the Lenders that shall so have agreed shall be the first anniversary of the current Maturity Date. In the event of such extension, the Commitment of each Non-extending Lender shall terminate on the existing Maturity Date in effect prior to such extensioneach Maturity Date Extension, all Loans and other amounts payable hereunder (1) the commitments of Lenders that did not consent to such Non-extending Lenders shall become due and payable on such Maturity Date Extension (each such Lender not consenting to the extension, a “Declining Lender”) will be terminated and the total Commitment Loans of such Lenders will be repaid (it being understood that the commitments of the Declining Lenders hereunder not consenting to such extension will remain in effect until the Maturity Date originally applicable to such Lenders) and (2) the Borrower shall make such additional prepayments as shall be reduced by necessary in order that the Commitments Loans hereunder immediately after such existing Maturity Date will not exceed, respectively, the Aggregate Commitments. (b) The consent of Non-extending Declining Lenders so terminated on will not be required provided that Consenting Lenders constituting the Required Lenders have approved such Maturity Date Extension; provided that the Borrower shall have the right, at any time prior to the existing Maturity Date, to obtain the signatures of the Required Lenders by replacing Declining Lenders with Consenting Lenders willing (in their sole discretion) to increase their existing commitments (each such Lender, an “Extending Lender”), or other financial institutions willing (in their sole discretion) to become Lenders and extend new commitments, on terms consistent with Section 2.17 (each such Lender, a “New Lender”), in each case on the existing Maturity Date. If any Lender rejects, or is deemed to have rejected, the Borrower’s request for an extension, the Borrower may replace Declining Lenders with Extending Lenders or New Lenders, in each case on the existing Maturity Date. In connection with any such replacement pursuant to this clause (b), the Administrative Agent shall enter in the Register (A) the names of any New Lenders, (B) the Maturity Date applicable to each Lender and (C) the respective allocations of any Declining Lenders, Consenting Lenders, Extending Lenders and New Lenders effective as of the Maturity Date applicable thereto. No action by or consent of any Declining Lender shall be necessary in connection with such assignment. In connection with any such assignment, the Borrower, Administrative Agent, such Declining Lender and the replacement Lender shall otherwise comply with Section 12.01; provided that if such Declining Lender does not comply with Section 12.01 within five (5) Business Days after the Borrower’s request, compliance with Section 12.01 (but only on the part of the Declining Lender) shall not be required to effect such assignment. (c) In the event that the conditions of clause If any financial institution or other entity becomes a New Lender or any Extending Lender’s Commitment is increased pursuant to Section 2.02(b), (iix) of paragraph (b) above have been satisfied, the Company shall have the right Loans made on or before after the existing 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 (except as to title and the absence of Liens created by it) (shall be made in accordance with and subject to the restrictions contained in Section 8.42.01(a) 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 which agrees to accept such transfer and assignment (each an “Additional Commitment Lender”b), provided that (x) such Additional Commitment Lenderas applicable, if not already a Lender hereunder, shall be subject to based on the approval of CBNA respective Commitments in effect on and after the Company (such approvals not to be unreasonably withheld), existing Maturity Date and (y) such assignment shall become effective as of a date specified by the Company (which shall not be later than the Maturity Date in effect prior to the requested extension) and (z) the Additional Commitment Lender shall pay to such Non-extending Lender in immediately available funds if, on the effective date of such assignment joinder or increase, there are any Loans outstanding, such Loans shall on or prior to such date be prepaid from the principal proceeds of new Loans made hereunder (reflecting such additional Lender or increase), which prepayment shall be accompanied by accrued interest on the applicable Loans being prepaid and interest accrued any costs incurred by any Lender in accordance with Section 3.04. (d) Each such Maturity Date Extension will not be effective as to any Lender unless (a) no Default or Unmatured Default shall have occurred and be continuing on or as of the date of payment on the Loans made by it hereunder and all other amounts accrued for its account or owed to it hereunder. Notwithstanding the foregoing, no such extension of the Maturity Date shall become effective unless, on the Maturity Date in effect prior to the requested extension the conditions set forth in paragraphs (a) and (b) all representations and warranties of Section 4.2 the Borrower set forth in Article V shall be satisfied or waived true and correct in all material respects (with all references in such paragraphs to a Borrowing being deemed to be references except to the current Maturity Dateextent such representations and warranties are qualified by “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall be true and correct in all respects) as if made on and CBNA shall have received a certificate to that effect dated such Maturity Date and executed by a Financial Officer as of the Companydate of such extension, except to the extent a representation or warranty is stated to relate solely to an earlier date, in which case the representation or warranty shall be true and correct in all material respects (except to the extent such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall be true and correct in all respects) on and as such earlier date. (e) The Administrative Agent shall promptly notify the Lenders of the effectiveness of each extension pursuant to this Section 2.02.