Common use of Extension of Revolving Credit Maturity Date Clause in Contracts

Extension of Revolving Credit Maturity Date. (a) The Borrower may at any time from time to time not more than ninety (90) days and not less than thirty (30) days prior to any anniversary of the Closing Date, by notice to the Administrative Agent (who shall promptly notify the Lenders) not later than 10 Business Days (or such shorter period as the Administrative Agent may agree in its reasonable discretion) prior to the date on which the Lenders are requested to respond thereto (each such date, a “Lender Notice Date”), request that each Lender extend such Lender’s Revolving Credit Maturity Date to the date (each such date, an “Extension Date”) that is one year after the Revolving Credit Maturity Date then in effect for such Lender (the “Existing Revolving Credit Maturity Date”). (b) Each Lender, acting in its sole and individual discretion, shall, by notice to the Administrative Agent given not later than the applicable Lender Notice Date, advise the Administrative Agent whether or not such Lender agrees to such extension (each Lender that determines to so extend its Revolving Credit Maturity Date, an “Extending Lender”). Each Lender that determines not to so extend its Revolving Credit Maturity Date (a “Non-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), and any Lender that does not so advise the Administrative Agent on or before the Lender Notice 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 so agree, and it is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for extension of the Revolving Credit Maturity Date. (c) The Administrative Agent shall promptly notify the Borrower of each Lender’s determination under this Section. (d) The Borrower shall have the right, but shall not be obligated, on or before the applicable Revolving Credit Maturity Date for any Non-Extending Lender to replace such Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more financial institutions that are not Ineligible Institutions (each, an “Additional Commitment Lender”) approved by the Administrative Agent in accordance with the procedures provided in Section 12.7, each of which Additional Commitment Lenders shall have entered into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 12.6, with the Borrower or replacement Lender obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Commitment Lenders shall, effective on or before the Revolving Credit Maturity Date for such Non-Extending Lender, assume a Revolving Credit Commitment (and, if any such Additional Commitment Lender is already a Lender, its Revolving Credit Commitment shall be in addition to such Lender’s Revolving Credit Commitment hereunder on such date). Prior to any Non-Extending Lender being replaced by one or more Additional Commitment Lenders pursuant hereto, such Non-Extending Lender may elect, in its sole discretion, by giving irrevocable notice thereof to the Administrative Agent and the Borrower (which notice shall set forth such Lender’s new Revolving Credit Maturity Date), 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 Revolving Credit Commitments of the Lenders that have agreed to extend their Revolving Credit Maturity Date is more than 50% of the aggregate amount of the Revolving Credit Commitments in effect immediately prior to the applicable Extension Date, then, effective as of the applicable Extension Date, the Revolving Credit Maturity Date of each Extending Lender and of each Additional Commitment Lender shall be extended to the date that is one year after the Existing Revolving Credit Maturity Date (except that, if such date is not a Business Day, such Revolving Credit 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 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) no more than two (2) extensions of the Revolving Credit Maturity Date shall be permitted hereunder and (y) any extension of any Revolving Credit Maturity Date pursuant to this Section 2.17 shall not be 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 with the same effect as though such representations and warranties had been made on and as of the date of such Credit Event (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 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) On the Revolving Credit Maturity Date of each Non-Extending Lender, (i) the Revolving Credit Commitment of each Non-Extending Lender shall automatically terminate and (ii) the Borrower shall repay such Non-Extending Lender in accordance with Section 2.5 (and shall pay to such Non-Extending Lender all of the other obligations owing to it under this Agreement) and after giving effect thereto shall prepay any Revolving Credit Loans outstanding on such date (and pay any additional amounts required pursuant to Section 2.11) to the extent necessary to keep outstanding Revolving Credit Loans ratable with any revised Revolving Credit Commitment Percentage of the respective Lenders effective as of such date, and the Administrative Agent shall administer any necessary reallocation of the Revolving Credit Exposures (without regard to any minimum borrowing, pro rata borrowing and/or pro rata payment requirements contained elsewhere in this Agreement). (h) This Section shall supersede any provisions in Section 2.7 or Section 12.1 to the contrary.

Extension of Revolving Credit Maturity Date. (a) The Borrower may at any time from time to time not more than ninety (90) days and not less than thirty (30) days prior to any anniversary of the Closing Date (other than the Revolving Credit Maturity Date), by notice to the Administrative Agent (who shall promptly notify the Lenders) not later than 10 Business Days (or such shorter period as the Administrative Agent may agree in its reasonable discretion) prior to the date on which the Lenders are requested to respond thereto (each such date, a “Lender Notice Date”), request that each Lender extend such Lender’s Revolving Credit Maturity Date to the date (each such datedate on which an extension occurs, an “Extension Date”) that is one year after the such Lender’s then effective Revolving Credit Maturity Date then in effect for such Lender (the “Existing Revolving Credit Maturity Date”)) to the date that is one year after such Lender’s Existing Revolving Credit Maturity Date; provided that if any requested Extension Date is not a Business Day, such Extension Date shall be the immediately succeeding Business Day. (b) Each Lender, acting in its sole and individual discretion, shall, by notice to the Administrative Agent given not later than the applicable date that is 10 Business Days (or such shorter period as the Administrative Agent may agree in its reasonable discretion) after the date on which the Administrative Agent received the Borrower’s extension request (the “Lender Notice Date”), advise the Administrative Agent whether or not such Lender agrees to such extension (each Lender that determines to so extend its Revolving Credit Maturity Date, an “Extending Lender”). Each Lender that determines not to so extend its Revolving Credit Maturity Date (a “Non-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), and any Lender that does not so advise the Administrative Agent on or before the Lender Notice 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 so agree, and it is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for extension of the Revolving Credit Maturity Date. (c) The Administrative Agent shall promptly notify the Borrower of each Lender’s determination under this Section. (d) The Borrower shall have the right, but shall not be obligated, on or before the applicable Revolving Credit Maturity Date for any Non-Extending Lender to replace such Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more financial institutions that are not Ineligible Institutions (each, an “Additional Commitment Lender”) approved by the Administrative Agent Agent, the Swingline Lender and each Letter of Credit Issuer in accordance with the procedures provided in Section 12.7, each of which Additional Commitment Lenders shall have entered into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 12.6, with the Borrower or replacement Lender obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Commitment Lenders shall, effective on or before the Revolving Credit Maturity Date for such Non-Extending Lender, assume a Revolving Credit Commitment (and, if any such Additional Commitment Lender is already a Lender, its Revolving Credit Commitment shall be in addition to such Lender’s Revolving Credit Commitment hereunder on such date). Prior to any Non-Extending Lender being replaced by one or more Additional Commitment Lenders pursuant hereto, such Non-Extending Lender may elect, in its sole discretion, by giving irrevocable notice thereof to the Administrative Agent and the Borrower (which notice shall set forth such Lender’s new Revolving Credit Maturity Date), 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 Revolving Credit Commitments of the Lenders that have agreed to extend their Revolving Credit Maturity Date is more than 50% of the aggregate amount of the Revolving Credit Commitments in effect immediately prior to the applicable Extension Date, then, effective as of the applicable Extension Date, the Revolving Credit Maturity Date of each Extending Lender and of each Additional Commitment Lender shall be extended to the date that is one year after the Existing Revolving Credit Maturity Date (except that, if such date is not a Business Day, such Revolving Credit Maturity Date as so extended shall be the next immediately preceding Business Day) and each Additional Commitment Lender shall thereupon become a “Lender” for all purposes of this Agreement and shall be bound by the provisions of this Agreement as a Lender hereunder and shall have the obligations of a Lender hereunder. For purposes of clarity, it is acknowledged and agreed that the Revolving Credit Maturity Date on any date of determination shall not be a date more than five (5) years after such date of determination, whether such date of determination is made before or after giving effect to any extension request made hereunder. (f) Notwithstanding the foregoing, (x) no more than two (2) extensions of the Revolving Credit Maturity Date shall be permitted hereunder following the Amendment and Restatement Effective Date and (y) any extension of any Revolving Credit Maturity Date pursuant to this Section 2.17 2.16 shall not be 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 the date of such Credit Event 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 Revolving Credit 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 Revolving Credit Maturity Date without giving effect to such extension request. (h) On the Revolving Credit Maturity Date of each Non-Extending Lender, (i) the Revolving Credit Commitment of each Non-Extending Lender shall automatically terminate and (ii) the Borrower shall repay such Non-Extending Lender in accordance with Section 2.5 (and shall pay to such Non-Extending Lender all of the other obligations owing to it under this Agreement) and after giving effect thereto shall prepay any Revolving Credit Loans outstanding on such date (and pay any additional amounts required pursuant to Section 2.11) to the extent necessary to keep outstanding Revolving Credit Loans ratable with any revised Revolving Credit Commitment Percentage of the respective Lenders effective as of such date, and the Administrative Agent shall administer any necessary reallocation of the Revolving Credit Exposures (without regard to any minimum borrowing, pro rata borrowing and/or pro rata payment requirements contained elsewhere in this Agreement). (hi) This Section shall supersede any provisions in Section 2.7 or Section 12.1 to the contrary.

Extension of Revolving Credit Maturity Date. (a) The Borrower may at any time from time to time not more than ninety (90) days and not less than thirty (30) days prior to any anniversary of the Closing Date (other than the Revolving Credit Maturity Date), by notice to the Administrative Agent (who shall promptly notify the Lenders) not later than 10 Business Days (or such shorter period as the Administrative Agent may agree in its reasonable discretion) prior to the date on which the Lenders are requested to respond thereto (each such date, a “Lender Notice Date”), request that each Lender extend such Lender’s Revolving Credit Maturity Date to the date (each such datedate on which an extension occurs, an “Extension Date”) that is one year after the such Lender’s then effective Revolving Credit Maturity Date then in effect for such Lender (the “Existing Revolving Credit Maturity Date”)) to the date that is one year after such Lender’s Existing Revolving Credit Maturity Date; provided that if any requested Extension Date is not a Business Day, such Extension Date shall be the immediately succeeding Business Day. (b) Each Lender, acting in its sole and individual discretion, shall, by notice to the Administrative Agent given not later than the applicable date that is 10 Business Days (or such shorter period as the Administrative Agent may agree in its reasonable discretion) after the date on which the Administrative Agent received the Borrower’s extension request (the “Lender Notice Date”), advise the Administrative Agent whether or not such Lender agrees to such extension (each Lender that determines to so extend its Revolving Credit Maturity Date, an “Extending Lender”). Each Lender that determines not to so extend its Revolving Credit Maturity Date (a “Non-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), and any Lender that does not so advise the Administrative Agent on or before the Lender Notice 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 so agree, and it is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for extension of the Revolving Credit Maturity Date. (c) The Administrative Agent shall promptly notify the Borrower of each Lender’s determination under this Section. (d) The Borrower shall have the right, but shall not be obligated, on or before the applicable Revolving Credit Maturity Date for any Non-Extending Lender to replace such Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more financial institutions that are not Ineligible Institutions (each, an “Additional Commitment Lender”) approved by the Administrative Agent and each Letter of Credit Issuer in accordance with the procedures provided in Section 12.7, each of which Additional Commitment Lenders shall have entered into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 12.6, with the Borrower or replacement Lender obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Commitment Lenders shall, effective on or before the Revolving Credit Maturity Date for such Non-Extending Lender, assume a Revolving Credit Commitment (and, if any such Additional Commitment Lender is already a Lender, its Revolving Credit Commitment shall be in addition to such Lender’s Revolving Credit Commitment hereunder on such date). Prior to any Non-Extending Lender being replaced by one or more Additional Commitment Lenders pursuant hereto, such Non-Extending Lender may elect, in its sole discretion, by giving irrevocable notice thereof to the Administrative Agent and the Borrower (which notice shall set forth such Lender’s new Revolving Credit Maturity Date), 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 Revolving Credit Commitments of the Lenders that have agreed to extend their Revolving Credit Maturity Date is more than 50% of the aggregate amount of the Revolving Credit Commitments in effect immediately prior to the applicable Extension Date, then, effective as of the applicable Extension Date, the Revolving Credit Maturity Date of each Extending Lender and of each Additional Commitment Lender shall be extended to the date that is one year after the Existing Revolving Credit Maturity Date (except that, if such date is not a Business Day, such Revolving Credit Maturity Date as so extended shall be the next immediately preceding Business Day) and each Additional Commitment Lender shall thereupon become a “Lender” for all purposes of this Agreement and shall be bound by the provisions of this Agreement as a Lender hereunder and shall have the obligations of a Lender hereunder. For purposes of clarity, it is acknowledged and agreed that the Revolving Credit Maturity Date on any date of determination shall not be a date more than five (5) years after such date of determination, whether such date of determination is made before or after giving effect to any extension request made hereunder. (f) Notwithstanding the foregoing, (x) no more than two (2) extensions of the Revolving Credit Maturity Date shall be permitted hereunder and (y) any extension of any Revolving Credit Maturity Date pursuant to this Section 2.17 2.16 shall not be 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 the date of such Credit Event 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 Revolving Credit 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 Revolving Credit Maturity Date without giving effect to such extension request. (h) On the Revolving Credit Maturity Date of each Non-Extending Lender, (i) the Revolving Credit Commitment of each Non-Extending Lender shall automatically terminate and (ii) the Borrower shall repay such Non-Extending Lender in accordance with Section 2.5 (and shall pay to such Non-Extending Lender all of the other obligations owing to it under this Agreement) and after giving effect thereto shall prepay any Revolving Credit Loans outstanding on such date (and pay any additional amounts required pursuant to Section 2.11) to the extent necessary to keep outstanding Revolving Credit Loans ratable with any revised Revolving Credit Commitment Percentage of the respective Lenders effective as of such date, and the Administrative Agent shall administer any necessary reallocation of the Revolving Credit Exposures (without regard to any minimum borrowing, pro rata borrowing and/or pro rata payment requirements contained elsewhere in this Agreement). (hi) This Section shall supersede any provisions in Section 2.7 or Section 12.1 to the contrary.

Extension of Revolving Credit Maturity Date. The Borrower shall have one (1) option to extend (the “Option to Extend”) the Revolving Credit Maturity Date by one (1) year upon satisfaction of each of the following conditions precedent: (a) The Borrower may at any time from time shall provide the Administrative Agent with written notice of the Borrower’s request to time exercise the Option to Extend not more than ninety one hundred twenty (90120) days and but not less than thirty forty-five (3045) days prior to any anniversary of the Closing Date, by notice to the Administrative Agent (who shall promptly notify the Lenders) not later than 10 Business Days (or such shorter period as the Administrative Agent may agree in its reasonable discretion) prior to the date on which the Lenders are requested to respond thereto (each such date, a “Lender Notice Date”), request that each Lender extend such Lender’s Revolving Credit Maturity Date to the date (each such date, an “Extension Date”) that is one year after the Revolving Credit Maturity Date then in effect for such Lender (the “Existing initial Revolving Credit Maturity Date”).; (b) Each Lender, acting in its sole and individual discretion, shall, As of the date of receipt by notice to the Administrative Agent given not later than of written notice of the applicable Lender Notice Date, advise Borrower’s request to exercise the Administrative Agent whether or not such Lender agrees Option to such extension (each Lender that determines to so extend its Extend and as of the initial Revolving Credit Maturity Date, an “Extending Lender”). Each Lender that determines not to so extend its Revolving Credit Maturity Date (a “Non-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), and any Lender that does not so advise the Administrative Agent on or before the Lender Notice 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 so agree, and it is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for extension of the Revolving Credit Maturity Date. (c) The Administrative Agent shall promptly notify the Borrower of each Lender’s determination under this Section. (d) The Borrower shall have the right, but shall not be obligated, on or before the applicable Revolving Credit Maturity Date for any Non-Extending Lender to replace such Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more financial institutions that are not Ineligible Institutions (each, an “Additional Commitment Lender”) approved by the Administrative Agent in accordance with the procedures provided in Section 12.7, each of which Additional Commitment Lenders shall have entered into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 12.6, with the Borrower or replacement Lender obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Commitment Lenders shall, effective on or before the Revolving Credit Maturity Date for such Non-Extending Lender, assume a Revolving Credit Commitment (and, if any such Additional Commitment Lender is already a Lender, its Revolving Credit Commitment shall be in addition to such Lender’s Revolving Credit Commitment hereunder on such date). Prior to any Non-Extending Lender being replaced by one or more Additional Commitment Lenders pursuant hereto, such Non-Extending Lender may elect, in its sole discretion, by giving irrevocable notice thereof to the Administrative Agent and the Borrower (which notice shall set forth such Lender’s new Revolving Credit Maturity Date), 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 Revolving Credit Commitments of the Lenders that have agreed to extend their Revolving Credit Maturity Date is more than 50% of the aggregate amount of the Revolving Credit Commitments in effect immediately prior to the applicable Extension Date, then, effective as of the applicable Extension Date, the Revolving Credit Maturity Date of each Extending Lender and of each Additional Commitment Lender shall be extended to the date that is one year after the Existing Revolving Credit Maturity Date (except that, if such date is not a Business Day, such Revolving Credit 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 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) no more than two (2) extensions of the Revolving Credit Maturity Date shall be permitted hereunder and (y) any extension of any Revolving Credit Maturity Date pursuant to this Section 2.17 shall not be effective with respect to any Extending Lender unless: (i) there shall exist no Default or Event of Default on shall have occurred and be continuing, and the applicable Extension Date and immediately after giving effect theretoBorrower shall so certify in writing; (iic) the All representations and warranties made or deemed made by the Borrower contained herein or any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects with the same effect as though (unless such representations representation and warranties had been made warranty is qualified by materiality, in which event such representation and warranty shall be true and correct in all respects) on and as of the date of receipt by the Administrative Agent of written notice of the Borrower’s request to exercise the Option to Extend and as of the initial Revolving Credit Maturity Date with the same force and effect as if made on and as of such Credit Event (date, except where to the extent that such representations and warranties expressly relate solely to an earlier date, date (in which case such representations and warranties shall have been true and correct in all material respects (unless such representation and warranty is qualified by materiality, in which event such representation and warranty shall have been true and correct in all respects) on and as of such earlier date)) and except for changes in factual circumstances permitted under the Loan Documents, and the Borrower shall so certify in writing; (d) The Borrower shall execute or cause the execution of all documents reasonably required by the Administrative Agent to effect the exercise of the Option to Extend; and (iiie) On or before the initial Revolving Credit Maturity Date, the Borrower shall pay to the Administrative Agent shall have received a certificate from (for 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) On the Revolving Credit Maturity Date of each Non-Extending Lender, (i) the Revolving Credit Commitment of each Non-Extending Lender shall automatically terminate and (ii) the Borrower shall repay such Non-Extending Lender in accordance with Section 2.5 (and shall pay to such Non-Extending Lender all of the other obligations owing to it under this Agreement) and after giving effect thereto shall prepay any Revolving Credit Loans outstanding on such date (and pay any additional amounts required pursuant to Section 2.11) to the extent necessary to keep outstanding Revolving Credit Loans ratable with any revised Revolving Credit Commitment Percentage of the respective Lenders effective as of such date, and the Administrative Agent shall administer any necessary reallocation account of the Revolving Credit Exposures (without regard to any minimum borrowing, pro rata borrowing and/or pro rata payment requirements contained elsewhere Lenders) the extension fee provided for in this AgreementSection 3.5(d). (h) This Section shall supersede any provisions in Section 2.7 or Section 12.1 to the contrary.

Extension of Revolving Credit Maturity Date. (a) The Borrower may at any time from time to time not more than may, annually during the period between ninety (90) and sixty (60) days prior to each anniversary (each, a “Revolving Credit Anniversary”) of the date of this Agreement and not less than so long as no Default or Event of Default exists, deliver a request to the Administrative Agent for an extension of the Revolving Credit Maturity Date to a date which is one year from and after the Revolving Credit Anniversary immediately following such request (the “Requested Revolving Credit Extension Date”). The request shall be accompanied by an updated budget for the Loan Parties for the upcoming Fiscal Year. Within thirty (30) days prior to after delivery of any anniversary of the Closing Datesuch request, by notice to each Lender shall notify the Administrative Agent (who shall promptly notify the Lenders) not later than 10 Business Days (or in writing as to whether it agrees to such shorter period as the Administrative Agent may agree in its reasonable discretion) prior to the date on which extension. If the Lenders are requested agree to respond thereto (each such dateextension, a “Lender Notice Date”), request that each Lender extend such Lender’s the Borrower shall be entitled to an extension of the Revolving Credit Maturity Date to the date (each such date, an “Requested Revolving Credit Extension Date”. Within thirty-five (35) that is one year days after the Revolving Credit Maturity Date then in effect for delivery of such Lender (the “Existing Revolving Credit Maturity Date”). (b) Each Lenderrequest, acting in its sole and individual discretion, shall, by notice to the Administrative Agent given not later than the applicable Lender Notice Date, shall advise the Administrative Agent Borrower as to whether or not such Lender agrees to such extension (each Lender that determines to so extend its Revolving Credit Maturity Date, an “Extending Lender”). Each Lender that determines not to so extend its Revolving Credit Maturity Date (a “Non-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), and any Lender that does not so advise the Administrative Agent on or before the Lender Notice 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 so agree, and it is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for extension of the Revolving Credit Maturity Date. (c) The Administrative Agent shall promptly notify the Borrower of each Lender’s determination under this Section. (d) The Borrower shall have the right, but shall not be obligated, on or before the applicable Revolving Credit Maturity Date for any Non-Extending Lender to replace such Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more financial institutions that are not Ineligible Institutions (each, an “Additional Commitment Lender”) approved by the Administrative Agent in accordance with the procedures provided in Section 12.7, each of which Additional Commitment Lenders shall have entered into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 12.6, with the Borrower or replacement Lender obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Commitment Lenders shall, effective on or before the Revolving Credit Maturity Date for such Non-Extending Lender, assume a Revolving Credit Commitment (and, if any such Additional Commitment Lender is already a Lender, its Revolving Credit Commitment shall be in addition to such Lender’s Revolving Credit Commitment hereunder on such date). Prior to any Non-Extending Lender being replaced by one or more Additional Commitment Lenders pursuant hereto, such Non-Extending Lender may elect, in its sole discretion, by giving irrevocable notice thereof to the Administrative Agent and the Borrower (which notice shall set forth such Lender’s new Revolving Credit Maturity Date), 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 Revolving Credit Commitments of the Lenders that have agreed to extend their Revolving Credit Maturity Date is more than 50% of the aggregate amount of the Revolving Credit Commitments in effect immediately prior extension, subject to the applicable Extension Date, then, effective as of the applicable Extension Date, the Revolving Credit Maturity Date of each Extending Lender and of each Additional Commitment Lender shall be final documentation. The extended to the date that is one year after the Existing Revolving Credit Maturity Date (except that, if such date is not a Business Day, such Revolving Credit 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 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) no more than two (2) extensions of the Revolving Credit Maturity Date shall be permitted hereunder and (y) any binding upon only those Lenders that have provided their consent to the extension. If the Lenders have not consented to an extension of any requested by the Borrower, on the then current Revolving Credit Maturity Date pursuant to this Section 2.17 shall not be effective with respect to any Extending Lender unless: (i) there shall exist no Default or Event of Default on the applicable Extension Date all Loans and immediately after giving effect thereto; (ii) the representations other amounts outstanding hereunder including principal, interest and warranties made by the Borrower contained herein fees shall be true and correct in all material respects paid to the Administrative Agent, the amount of each Lenders’ L/C Exposure shall be deposited with the same effect as though such representations and warranties had been made on and as of the date of such Credit Event (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 as of such earlier date); and (iii) the Administrative Agent shall have received a certificate from in an interest bearing account to be held as collateral security in accordance with Section 1.6(j) for the Borrower signed by an Authorized Officer Borrower’s Obligations to the Lenders in respect of Letters of Credit outstanding after 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) On the then current Revolving Credit Maturity Date of each Non-Extending Lender, (i) and the Revolving Credit Commitment shall be cancelled. For greater certainty, any amounts deposited by way of each Non-Extending Lender collateral security for the Borrower’s Obligations in respect of a Letter of Credit outstanding after the then current Revolving Credit Maturity Date shall automatically terminate and (ii) be returned to the Borrower shall repay as soon as reasonably possible after the term of such Non-Extending Lender in accordance with Section 2.5 (Letter of Credit expires or the amount thereof is reduced if and shall pay to such Non-Extending Lender all of the other obligations owing to it under this Agreement) and after giving effect thereto shall prepay any Revolving Credit Loans outstanding on such date (and pay any additional amounts required pursuant to Section 2.11) to the extent necessary that the Lenders have not been called upon to keep make payment on the outstanding Letter of Credit. If all or any part of a Letter of Credit is drawn after the then current Revolving Credit Loans ratable with any revised Revolving Credit Commitment Percentage of the respective Lenders effective as of such dateMaturity Date, and the Administrative Agent shall administer any necessary reallocation may apply the amounts held as collateral security in repayment of the Revolving Credit Exposures (without regard Borrower’s obligations with respect to any minimum borrowing, pro rata borrowing and/or pro rata payment requirements contained elsewhere in this Agreement)such Letter of Credit. (h) This Section shall supersede any provisions in Section 2.7 or Section 12.1 to the contrary.

Extension of Revolving Credit Maturity Date. (a) The Borrower may at any time from time to time not more than ninety (90) days Provided that no Default or Event of Default has occurred and not less than thirty (30) days prior to any anniversary of the Closing Dateis continuing, Borrowers may, by written notice to the Administrative Agent (who with sufficient copies for each Lender) (which notice shall promptly notify the Lenders) be irrevocable and which shall not later than 10 Business Days (or such shorter period as the Administrative Agent may agree in its reasonable discretionbe deemed effective unless actually received by Agent) prior to the date on which the Lenders are requested to respond thereto (each such dateDecember 31, a “Lender Notice Date”)2010, but not before November 30, 2010, request that each Lender the Lenders extend such Lender’s the then applicable Revolving Credit Maturity Date to the a date (each such date, an “Extension Date”) that is one year after later than the Revolving Credit Maturity Date then in effect for such Lender (the “Existing Revolving Credit Maturity Date”). (b) Each Lender, acting in its sole and individual discretion, shall, by notice to the Administrative Agent given not later than the applicable Lender Notice Date, advise the Administrative Agent whether or not such Lender agrees to such extension (each Lender that determines to so extend its Revolving Credit Maturity Datesuch request, an a “Extending LenderRequest”). Each Lender that determines shall, not to so extend its Revolving Credit Maturity Date later than sixty (a “Non-Extending Lender”60) shall notify the Administrative Agent days after receipt of such fact promptly after such determination notice (but in any event no later than the “Lender Notice Date”), and any Lender that does not so advise the Administrative Agent on or before the Lender Notice 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 so agree, and it is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for extension of the Revolving Credit Maturity Date. (c) The Administrative Agent shall promptly notify the Borrower of each Lender’s determination under this Section. (d) The Borrower shall have the right, but shall not be obligated, on or before the applicable Revolving Credit Maturity Date for any Non-Extending Lender to replace such Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more financial institutions that are not Ineligible Institutions (each, an “Additional Commitment Lender”) approved by the Administrative Agent in accordance with the procedures provided in Section 12.7, each of which Additional Commitment Lenders shall have entered into an Assignment and Assumption (in accordance with and subject give written notice to the restrictions contained in Section 12.6, with the Borrower or replacement Agent stating whether such Lender obligated is willing to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Commitment Lenders shall, effective on or before extend the Revolving Credit Maturity Date for as requested. If Agent has received the aforesaid written approvals of such Non-Extending Lender, assume a Revolving Credit Commitment (and, if any such Additional Commitment Lender is already a Lender, its Revolving Credit Commitment shall be in addition to such Lender’s Revolving Credit Commitment hereunder on such date). Prior to any Non-Extending Lender being replaced by one or more Additional Commitment Lenders pursuant hereto, such Non-Extending Lender may elect, in its sole discretion, by giving irrevocable notice thereof to the Administrative Agent and the Borrower (which notice shall set forth such Lender’s new Revolving Credit Maturity Date), 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 Request from each of the Borrower but without the consent of any other Lenders. (e) If (and only if) the total of the Revolving Credit Commitments of the Lenders that have agreed to extend their Revolving Credit Maturity Date is more than 50% of the aggregate amount of the Revolving Credit Commitments in effect immediately prior to the applicable Extension Date, then, effective as of the applicable Extension Date, the Revolving Credit Maturity Date of each Extending Lender and of each Additional Commitment Lender shall be extended to upon the date that is one year after of Agent’s receipt of all such written approvals from the Existing Revolving Credit Maturity Date (except thatLenders, if such date is not a Business Dayas aforesaid, such Revolving Credit 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 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) no more than two (2) extensions of the Revolving Credit Maturity Date shall be permitted hereunder and (y) any extension so extended for an additional one year period from the current date of any maturity, the term Revolving Credit Maturity Date pursuant to this Section 2.17 shall not be effective with respect to any Extending Lender unless:mean such extended date and Agent shall promptly notify Borrowers that such extension has occurred. (b) If (i) there shall exist no Default or Event of Default on any Lender gives 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 with the same effect as though such representations and warranties had been made on and as of the date of such Credit Event (except where such representations and warranties expressly relate Agent written notice that it is unwilling to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects 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) On extend the Revolving Credit Maturity Date as requested or (ii) any Lender fails to provide written approval to Agent of each Non-Extending Lendersuch a Request on or before the applicable Lender Notice Date, then (iw) the Lenders shall be deemed to have declined to extend the Revolving Credit Commitment Maturity Date, (x) the then-current Revolving Credit Maturity Date shall remain in effect (with no further right on the part of each Non-Extending Lender shall automatically terminate Borrowers to request extensions thereof under this Section 2.12), and (iiy) the Borrower shall repay such Non-Extending Lender in accordance with Section 2.5 (and shall pay to such Non-Extending Lender all commitments of the other obligations owing Lenders to it under this Agreement) and after giving effect thereto shall prepay any Revolving Credit Loans outstanding on such date (and pay any additional amounts required pursuant to Section 2.11) to the extent necessary to keep outstanding Revolving Credit Loans ratable with any revised Revolving Credit Commitment Percentage of the respective Lenders effective as of such date, and the Administrative Agent shall administer any necessary reallocation make Advances of the Revolving Credit Exposures (without regard to any minimum borrowinghereunder shall terminate on the Revolving Credit Maturity Date then in effect, pro rata borrowing and/or pro rata payment requirements contained elsewhere in this Agreement)and Agent shall promptly notify Borrowers thereof. (h) This Section shall supersede any provisions in Section 2.7 or Section 12.1 to the contrary.

Extension of Revolving Credit Maturity Date. (a) The Borrower may at any time from time to time not more than ninety (90) days and not less than thirty (30) days prior to any anniversary of the Closing Datemay, by notice delivery of a written request to the Administrative Agent (who which shall promptly notify deliver a copy to each of the Lenders) not later less than 10 Business Days 45 days and not more than 730 days prior to the Revolving Credit Maturity Date currently in effect at the time of such request, request that the Lenders extend the Revolving Credit Maturity Date for an additional period of one year (or such shorter period as the “Revolving Credit Maturity Date Extension Request”); provided that there shall be no more than two extensions of the Revolving Credit Maturity Date pursuant to this Section after the Effective Date. Each Lender shall provide written notice to the Borrower and the Administrative Agent may agree in its reasonable discretion) prior to not later than the 20th day after the date on which of the Lenders are requested to respond thereto (each such date, a “Lender Notice Date”), request that each Lender extend such LenderAdministrative Agent’s receipt of the Borrower’s Revolving Credit Maturity Date Extension Request, and shall advise the Borrower whether or not it agrees to the date 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 dateday 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 Revolving Credit Maturity Date Extension Request, an “Extension Date”) that is one year after then the Revolving Credit Maturity Date then shall, as to the Consenting Lenders, be extended to the first anniversary of the Revolving Credit Maturity Date theretofore in effect. The decision to agree or withhold agreement to any Revolving Credit Maturity Date Extension Request shall be at the sole discretion of each Lender. The Revolving Commitment of any Declining Lender shall terminate on the Revolving Credit Maturity Date in effect for prior to giving effect to any such Lender extension (such Revolving Credit Maturity Date being called the “Existing Revolving Credit Maturity Date”). (b) Each Lender. The principal amount of any outstanding Revolving Loans made by Declining Lenders, acting in its sole together with any accrued interest thereon and individual discretionany accrued fees and other amounts payable to or for the account of such Declining Lenders hereunder, shall, by notice to shall be due and payable on the Administrative Agent given not later than the applicable Lender Notice Date, advise the Administrative Agent whether or not such Lender agrees to such extension (each Lender that determines to so extend its Existing Revolving Credit Maturity Date, an “Extending Lender”). Each Lender that determines not to so extend its Revolving Credit Maturity Date (a “Non-Extending Lender”) shall notify and on the Administrative Agent of such fact promptly after such determination (but in any event no later than the Lender Notice Date), and any Lender that does not so advise the Administrative Agent on or before the Lender Notice 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 so agree, and it is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for extension of the Existing Revolving Credit Maturity Date. (c) The Administrative Agent shall promptly notify , the Borrower shall also make such other prepayments of each Lender’s determination under its Revolving Loans pursuant to Section 2.10 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 Section. (d) The sentence, the sum of the aggregate Revolving Credit Exposures and the aggregate principal amount of the outstanding Revolving Loans shall not exceed the total Revolving Commitments. Notwithstanding the foregoing provisions of this paragraph, the Borrower shall have the right, but shall not be obligated, on or before the applicable Revolving Credit Maturity Date for any Non-Extending Lender to replace such Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more financial institutions that are not Ineligible Institutions (each, an “Additional Commitment Lender”) approved by the Administrative Agent in accordance with the procedures provided in Section 12.7, each of which Additional Commitment Lenders shall have entered into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 12.6, with the Borrower or replacement Lender obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Commitment Lenders shallSection 9.04, effective on or before the Revolving Credit Maturity Date for such Non-Extending Lender, assume a Revolving Credit Commitment (and, if at any such Additional Commitment Lender is already a Lender, its Revolving Credit Commitment shall be in addition to such Lender’s Revolving Credit Commitment hereunder on such date). Prior to any Non-Extending Lender being replaced by one or more Additional Commitment Lenders pursuant hereto, such Non-Extending Lender may elect, in its sole discretion, by giving irrevocable notice thereof to the Administrative Agent and the Borrower (which notice shall set forth such Lender’s new Revolving Credit Maturity Date), 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 Revolving Credit Commitments of the Lenders that have agreed to extend their Revolving Credit Maturity Date is more than 50% of the aggregate amount of the Revolving Credit Commitments in effect immediately time prior to the applicable Extension Date, then, effective as of the applicable Extension Date, the Revolving Credit Maturity Date of each Extending Lender and of each Additional Commitment Lender shall be extended to the date that is one year after the Existing Revolving Credit Maturity Date (except thatDate, if such date is not to replace a Business Day, such Declining Lender with a Lender or other financial institution that will agree to a Revolving Credit Maturity Date as so extended shall be the next preceding Business Day) Extension Request, and each Additional Commitment any such replacement Lender shall thereupon become a “Lender” for all purposes of this Agreement and shall be bound by the provisions of this Agreement as constitute a Lender hereunder and shall have the obligations of a Lender hereunder. (f) Consenting Lender. Notwithstanding the foregoing, (x) no more than two (2) extensions extension of the Revolving Credit Maturity Date shall be permitted hereunder and (y) any extension of any Revolving Credit Maturity Date pursuant to this Section 2.17 paragraph shall not be become effective unless (i) the Administrative Agent shall have received documents consistent with those delivered with respect to any Extending Lender unless: the Borrower under Section 4.01(b) through (i) there shall exist no Default or Event of Default on the applicable Extension Date and immediately after d), giving effect thereto; to such extension and (ii) on the representations and warranties made by the Borrower contained herein shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as anniversary of the date of such that immediately follows the date on which the Borrower delivers the applicable Revolving Credit Event (except where such representations Maturity Date Extension Request, the conditions set forth in Section 4.02 shall be satisfied 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 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) On the Revolving Credit Maturity Date of each Non-Extending Lender, (i) the Revolving Credit Commitment of each Non-Extending Lender shall automatically terminate and (ii) the Borrower shall repay such Non-Extending Lender in accordance with Section 2.5 (and shall pay to such Non-Extending Lender all of the other obligations owing to it under this Agreement) and after giving that effect thereto shall prepay any Revolving Credit Loans outstanding on dated such date (and pay any additional amounts required pursuant to Section 2.11) to the extent necessary to keep outstanding Revolving Credit Loans ratable with any revised Revolving Credit Commitment Percentage of the respective Lenders effective as of such date, and the Administrative Agent shall administer any necessary reallocation of the Revolving Credit Exposures (without regard to any minimum borrowing, pro rata borrowing and/or pro rata payment requirements contained elsewhere in this Agreement)executed by a Responsible Officer. (h) This Section shall supersede any provisions in Section 2.7 or Section 12.1 to the contrary.

Extension of Revolving Credit Maturity Date. (a) The Borrower may at any time from time Provided that no Default or Event of Default has occurred and is continuing, Company may, by written notice to time Agent (with sufficient copies for each Bank) (which notice shall be irrevocable and which shall not more than ninety (90be deemed effective unless actually received by Agent) days and not less than thirty (30) prior to 60 days prior to any anniversary Anniversary Date of the Closing Datefiscal years 1999 and/or 2000, by notice to the Administrative Agent (who shall promptly notify the Lenders) not later than 10 Business Days (or such shorter period as the Administrative Agent case may agree in its reasonable discretion) prior to the date on which the Lenders are requested to respond thereto (each such date, a “Lender Notice Date”)be, request that each Lender the Banks extend such Lender’s the then applicable Revolving Credit Maturity Date to the a date (each such date, an “Extension Date”) that is one year after later than the Revolving Credit Maturity Date then in effect for (each such Lender (the “Existing Revolving Credit Maturity Date”request, a "Request"). (b) . Each Lender, acting in its sole and individual discretion, Bank shall, by not later than thirty (30) calendar days following the date of its receipt of the Request, give written notice to the Administrative Agent given not later than the applicable Lender Notice Date, advise the Administrative Agent stating whether or not such Lender agrees Bank is willing to such extension (each Lender that determines to so extend its Revolving Credit Maturity Date, an “Extending Lender”). Each Lender that determines not to so extend its Revolving Credit Maturity Date (a “Non-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), and any Lender that does not so advise the Administrative Agent on or before the Lender Notice 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 so agree, and it is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for extension of the Revolving Credit Maturity Date. (c) The Administrative Agent shall promptly notify the Borrower of each Lender’s determination under this Section. (d) The Borrower shall have the right, but shall not be obligated, on or before the applicable Revolving Credit Maturity Date for any Non-Extending Lender to replace such Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more financial institutions that are not Ineligible Institutions (each, an “Additional Commitment Lender”) approved by the Administrative Agent in accordance with the procedures provided in Section 12.7, each of which Additional Commitment Lenders shall have entered into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 12.6, with the Borrower or replacement Lender obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Commitment Lenders shall, effective on or before the Revolving Credit Maturity Date for as requested. If Agent has received the aforesaid written approvals of such Non-Extending Lender, assume a Revolving Credit Commitment (and, if any such Additional Commitment Lender is already a Lender, its Revolving Credit Commitment shall be in addition to such Lender’s Revolving Credit Commitment hereunder on such date). Prior to any Non-Extending Lender being replaced by one or more Additional Commitment Lenders pursuant hereto, such Non-Extending Lender may elect, in its sole discretion, by giving irrevocable notice thereof to the Administrative Agent and the Borrower (which notice shall set forth such Lender’s new Revolving Credit Maturity Date), 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 Request from each of the Borrower but without the consent of any other Lenders. (e) If (and only if) the total of the Revolving Credit Commitments of the Lenders that have agreed to extend their Revolving Credit Maturity Date is more than 50% of the aggregate amount of the Revolving Credit Commitments in effect immediately prior to the applicable Extension DateBanks, then, effective as of the applicable Extension Date, the Revolving Credit Maturity Date of each Extending Lender and of each Additional Commitment Lender shall be extended to upon the date that is one year after of Agent's receipt of all such written approvals from the Existing Revolving Credit Maturity Date (except thatBanks, if such date is not a Business Dayas aforesaid, such Revolving Credit 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 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) no more than two (2) extensions of the Revolving Credit Maturity Date shall be permitted hereunder and (y) any extension of any so extended for an additional one year period, the term Revolving Credit Maturity Date pursuant to this Section 2.17 shall not mean such extended date and Agent shall promptly notify the Company that such extension has occurred. In no event however, shall the Revolving Credit Maturity Date be effective with respect to any Extending Lender unless:extended beyond February 26, 2003. (b) If (i) there shall exist no Default any Bank gives the Agent written notice that it is unwilling to extend the Revolving Credit Maturity Date as requested 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 with the same effect as though any Bank fails to provide written approval to Agent of such representations and warranties had been made on and as a Request within thirty (30) calendar days of the date of such Credit Event Bank's receipt of the Request, then (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 as of such earlier date); and (iiiw) the Administrative Agent Banks shall be deemed to have received a certificate from declined to extend the Borrower signed by an Authorized Officer Revolving Credit Maturity Date, (x) the then-current Revolving Credit Maturity Date shall remain in effect (with no further right on the part of Company to request extensions thereof under this Section 2.9), and (y) the commitments of the Borrower (A) certifying the accuracy Banks to make Advances 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) On Revolving Credit hereunder shall terminate on the Revolving Credit Maturity Date of each Non-Extending Lender, (i) the Revolving Credit Commitment of each Non-Extending Lender shall automatically terminate and (ii) the Borrower shall repay such Non-Extending Lender then in accordance with Section 2.5 (and shall pay to such Non-Extending Lender all of the other obligations owing to it under this Agreement) and after giving effect thereto shall prepay any Revolving Credit Loans outstanding on such date (and pay any additional amounts required pursuant to Section 2.11) to the extent necessary to keep outstanding Revolving Credit Loans ratable with any revised Revolving Credit Commitment Percentage of the respective Lenders effective as of such dateeffect, and the Administrative Agent shall administer any necessary reallocation of the Revolving Credit Exposures (without regard to any minimum borrowing, pro rata borrowing and/or pro rata payment requirements contained elsewhere in this Agreement)promptly notify Company thereof. (h) This Section shall supersede any provisions in Section 2.7 or Section 12.1 to the contrary.

Extension of Revolving Credit Maturity Date. (a) The Provided that no Default or Event of Default has occurred and is continuing, Borrower may at any time from time to time not more than ninety (90) days and not less than thirty (30) days prior to any anniversary of the Closing Datemay, by written notice to the Administrative Agent (who with sufficient copies for each Lender) (which notice shall promptly notify the Lenders) be irrevocable and which shall not later than 10 Business Days be deemed effective unless actually received by Agent) (or such shorter period as the Administrative Agent may agree in its reasonable discretioni) prior to the date on which the Lenders are requested to respond thereto (each such dateApril 30, a “Lender Notice Date”)but not before April 1 of 2007, request that each Lender the Revolving Credit Lenders extend such Lender’s the then applicable Revolving Credit Maturity Date to May 1, 2012, and (ii) prior to April 30, but not before April 1 of each year thereafter, request that the Revolving Credit Lenders extend the then applicable Revolving Credit Maturity Date to a date (each such date, an “Extension Date”) that is one (1) year after later than the Revolving Credit Maturity Date then in effect for such Lender (the “Existing Revolving Credit Maturity Date”). (b) Each Lender, acting in its sole and individual discretion, shall, by notice to the Administrative Agent given not later than the applicable Lender Notice Date, advise the Administrative Agent whether or not such Lender agrees to such extension (each Lender that determines to so extend its Revolving Credit Maturity Datesuch request, an a “Extending LenderRequest”). Each Lender that determines not to so extend its Revolving Credit Maturity Date (a “Non-Extending Lender”) shall notify the Administrative Agent Lender shall, not later than June 1 of such fact promptly after year, give written notice to the Agent stating whether such determination (but in any event no later than the Lender Notice Date), and any Lender that does not so advise the Administrative Agent on or before the Lender Notice 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 so agree, and it is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for extension of the Revolving Credit Maturity Date. (c) The Administrative Agent shall promptly notify the Borrower of each Lender’s determination under this Section. (d) The Borrower shall have the right, but shall not be obligated, on or before the applicable Revolving Credit Maturity Date for any Non-Extending Lender is willing to replace such Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more financial institutions that are not Ineligible Institutions (each, an “Additional Commitment Lender”) approved by the Administrative Agent in accordance with the procedures provided in Section 12.7, each of which Additional Commitment Lenders shall have entered into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 12.6, with the Borrower or replacement Lender obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Commitment Lenders shall, effective on or before extend the Revolving Credit Maturity Date for as requested. If Agent has received the aforesaid written approvals of such Non-Extending Lender, assume a Revolving Credit Commitment (and, if any such Additional Commitment Lender is already a Lender, its Revolving Credit Commitment shall be in addition to such Lender’s Revolving Credit Commitment hereunder on such date). Prior to any Non-Extending Lender being replaced by one or more Additional Commitment Lenders pursuant hereto, such Non-Extending Lender may elect, in its sole discretion, by giving irrevocable notice thereof to the Administrative Agent and the Borrower (which notice shall set forth such Lender’s new Revolving Credit Maturity Date), 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 Request from each of the Revolving Credit Commitments of the Lenders that have agreed to extend their Revolving Credit Maturity Date is more than 50% of the aggregate amount of the Revolving Credit Commitments in effect immediately prior to the applicable Extension DateLenders, then, effective as upon the date of the applicable Extension Date, Agent’s receipt of all such written approvals from the Revolving Credit Maturity Date of each Extending Lender and of each Additional Commitment Lender shall be extended to the date that is one year after the Existing Revolving Credit Maturity Date (except thatLenders, if such date is not a Business Dayas aforesaid, such Revolving Credit 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 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) no more than two (2) extensions of the Revolving Credit Maturity Date shall be permitted hereunder and so extended for such additional one (y1) any extension of any year period, the term Revolving Credit Maturity Date pursuant to this Section 2.17 shall not be effective with respect to any Extending Lender unless:mean such extended date, and Agent shall promptly notify the Borrower that such extension has occurred. (b) If (i) there shall exist no Default or Event of Default on any Revolving Credit Lender gives 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 with the same effect as though such representations and warranties had been made on and as of the date of such Credit Event (except where such representations and warranties expressly relate Agent written notice that it is unwilling to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects 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) On extend the Revolving Credit Maturity Date as requested or (ii) any Revolving Credit Lender fails to provide written approval to Agent of each Non-Extending Lendersuch a Request within thirty (30) days of receipt thereof, then (iw) the Revolving Credit Commitment Lenders shall be deemed to have declined to extend the Revolving Credit Maturity Date, (x) the then-current Revolving Credit Maturity Date shall remain in effect (with no further right on the part of each Non-Extending Lender shall automatically terminate Borrower to request extensions thereof under this Section 2.16), and (iiy) the Borrower shall repay such Non-Extending Lender in accordance with Section 2.5 (and shall pay to such Non-Extending Lender all of the other obligations owing to it under this Agreement) and after giving effect thereto shall prepay any Revolving Credit Loans outstanding on such date (and pay any additional amounts required pursuant to Section 2.11) to the extent necessary to keep outstanding Revolving Credit Loans ratable with any revised Revolving Credit Commitment Percentage of the respective Lenders effective as of such date, and the Administrative Agent shall administer any necessary reallocation commitments of the Revolving Credit Exposures (without regard Lenders to any minimum borrowingmake Advances of the Revolving Credit hereunder shall terminate on the Revolving Credit Maturity Date then in effect, pro rata borrowing and/or pro rata payment requirements contained elsewhere in this Agreement)and Agent shall promptly notify Borrower thereof. (h) This Section shall supersede any provisions in Section 2.7 or Section 12.1 to the contrary.

Extension of Revolving Credit Maturity Date. (a) The Borrower may at any time from time to time not more than ninety (90) days and not less than thirty (30) days prior to any anniversary of the Closing Date, by notice to the Administrative Agent (who shall promptly notify the Lenders) not later than 10 Business Days (or such shorter period as the Administrative Agent may agree in its reasonable discretion) prior to the date on which the Lenders are requested to respond thereto (each such date, a “Lender Notice Date”), request that each Lender extend such Lender’s Revolving Credit Maturity Date may be extended for successive one year periods at the request of Cuxxxxx-Xxxxxx xith the express consent of each Lender as provided below. Not later than the date 90 days prior to each Anniversary Date, Cuxxxxx-Xxxxxx xhall, at its option, in a written notice to the date Agent request (each such date, an “"Extension Date”Request") that is one year after the Revolving Credit Maturity Date then in effect be extended for a period of one year. The Agent shall promptly inform the Lenders of such Extension Request. Each Lender (the “Existing Revolving Credit Maturity Date”). (b) Each Lender, acting in its sole and individual discretion, shall, by notice that agrees with such Extension Request shall deliver to the Administrative Agent given its express written consent thereto no later than 60 days prior to such Anniversary Date. If (i) any Lender notifies the Agent in writing on or before the 60th day prior to such Anniversary Date that it will not consent to such Extension Request or (ii) all of the Lenders have not in writing expressly consented to any such Extension Request as provided in the preceding sentence, then the Agent shall immediately notify Cuxxxxx-Xxxxxx xnd Cuxxxxx-Xxxxxx, at its option, may (x) withdraw the Extension Request, or (y) replace each Lender which has not agreed to such Extension Request (a "Nonextending Lender") with another commercial lending institution reasonably satisfactory to the Agent (a "Replacement Lender") by giving notice (not later than the applicable date 20 days prior to such Anniversary Date) of the name of such Replacement Lender Notice to the Agent. Unless the Agent shall object to the identity of such proposed Replacement Lender prior to the date 10 days prior to such Anniversary Date, advise upon notice from the Administrative Agent whether or not Agent, each Nonextending Lender shall promptly (but in no event later than such Lender agrees Anniversary Date) assign all of its interests hereunder to such extension (Replacement Lender in accordance with the provisions of Section 10.14(c) hereof. If, prior to such Anniversary Date some, but not all, of the Lenders have agreed to such Extension Request, and each Nonextending Lender that determines to so extend its has not been replaced by Cuxxxxx-Xxxxxx xn accordance with the terms of this Section 2.01(e), the Revolving Credit Maturity DateDate shall be extended in accordance with such Extension Request; provided, an “Extending Lender”). Each Lender however, that determines not to so extend its on the original Revolving Credit Maturity Date (a “Non-Extending Lender”) as such date may have been previously extended), the Commitment of each Nonextending Lender shall notify be terminated, the Administrative Borrowers shall pay to the Agent for the account of such fact promptly after Nonextending Lender such determination (but in any event no later than Nonextending Lender's Pro Rata share of the Lender Notice Date)principal of and interest on all outstanding Revolving Credit Loans and Letter of Credit Reimbursement Obligations, and any Lender that does not so advise the Administrative Agent on or before the Lender Notice 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 so agree, and it is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for extension of the Revolving Credit Maturity Date. (c) The Administrative Agent shall promptly notify the Borrower of each Lender’s determination under this Section. (d) The Borrower shall have the right, but shall not be obligated, on or before the applicable Revolving Credit Maturity Date for any Non-Extending Lender to replace such Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more financial institutions that are not Ineligible Institutions (each, an “Additional Commitment Lender”) approved by the Administrative Agent in accordance with the procedures provided in Section 12.7, each of which Additional Commitment Lenders shall have entered into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 12.6, with the Borrower or replacement Lender obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Commitment Lenders shall, effective on or before the Revolving Credit Maturity Date for such Non-Extending Lender, assume a Revolving Credit Commitment (and, if any such Additional Commitment Lender is already a Lender, its total Revolving Credit Commitment shall be in addition irrevocably reduced by an amount equal to such Lender’s Revolving Credit Commitment hereunder on such date)the aggregate Commitments of all Nonextending Lenders. Prior If all Lenders consent to any Non-Extending Lender being such Extension Request (or, if any Nonextending Lenders are replaced by one or more Additional Commitment Lenders pursuant hereto, such Non-Extending Lender may elect, in its sole discretion, by giving irrevocable notice thereof to the Administrative Agent and the Borrower (which notice shall set forth such Lender’s new Revolving Credit Maturity Dateaccordance with this Section 2.01(e)), 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 Revolving Credit Commitments of the Lenders that have agreed to extend their Revolving Credit Maturity Date is more than 50% of the aggregate amount of the Revolving Credit Commitments in effect immediately prior to the applicable Extension Date, then, effective then as of 5:00 p.m. Pittsburgh time on the applicable Extension Anniversary Date, the Revolving Credit Maturity Date of each Extending Lender and of each Additional Commitment Lender shall be deemed to have been extended to for, and shall be the date that is date, one year after the Existing then effective Revolving Credit Maturity Date (except that, if as such date is not a Business Day, such Revolving Credit Maturity Date as so may have been previously extended shall be the next preceding Business Day) and each Additional Commitment Lender shall thereupon become a “Lender” for all purposes of this Agreement and shall be bound by the provisions of this Agreement as a Lender hereunder and shall have the obligations of a Lender hereunder. (f) Notwithstanding the foregoing, (x) no more than two (2) extensions of the Revolving Credit Maturity Date shall be permitted hereunder and (y) any extension of any Revolving Credit Maturity Date pursuant to this Section 2.17 shall not be 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 with the same effect as though such representations and warranties had been made on and as of the date of such Credit Event (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 as of such earlier date201(e); 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) On the Revolving Credit Maturity Date of each Non-Extending Lender, (i) the Revolving Credit Commitment of each Non-Extending Lender shall automatically terminate and (ii) the Borrower shall repay such Non-Extending Lender in accordance with Section 2.5 (and shall pay to such Non-Extending Lender all of the other obligations owing to it under this Agreement) and after giving effect thereto shall prepay any Revolving Credit Loans outstanding on such date (and pay any additional amounts required pursuant to Section 2.11) to the extent necessary to keep outstanding Revolving Credit Loans ratable with any revised Revolving Credit Commitment Percentage of the respective Lenders effective as of such date, and the Administrative Agent shall administer any necessary reallocation of the Revolving Credit Exposures (without regard to any minimum borrowing, pro rata borrowing and/or pro rata payment requirements contained elsewhere in this Agreement). (h) This Section shall supersede any provisions in Section 2.7 or Section 12.1 to the contrary.

Extension of Revolving Credit Maturity Date. (a) The Borrower may at any time from time to time not more than ninety (90) days Provided that no Default or Event of Default has occurred and not less than thirty (30) days prior to any anniversary of the Closing Dateis continuing, Borrowers may, by written notice to the Administrative Agent (who with sufficient copies for each Lender) (which notice shall promptly notify the Lenders) be irrevocable and which shall not later than 10 Business Days (or such shorter period as the Administrative Agent may agree in its reasonable discretionbe deemed effective unless actually received by Agent) prior to the date on which the Lenders are requested to respond thereto (March 1 but not before February 1 of each such date, a “Lender Notice Date”)year beginning in 2006, request that each Lender the Lenders extend such Lender’s the then applicable Revolving Credit Maturity Date to the a date (each such date, an “Extension Date”) that is one year after later than the Revolving Credit Maturity Date then in effect for such Lender (the “Existing Revolving Credit Maturity Date”). (b) Each Lender, acting in its sole and individual discretion, shall, by notice to the Administrative Agent given not later than the applicable Lender Notice Date, advise the Administrative Agent whether or not such Lender agrees to such extension (each Lender that determines to so extend its Revolving Credit Maturity Datesuch request, an “Extending Lender”a "Request"). Each Lender that determines shall, not to so extend its Revolving Credit Maturity Date (a “Non-Extending Lender”) shall notify the Administrative Agent of such fact promptly later than 30 days after such determination (but in any event no later than the Lender Notice Date)Request, and any Lender that does not so advise the Administrative Agent on or before the Lender Notice 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 so agree, and it is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for extension of the Revolving Credit Maturity Date. (c) The Administrative Agent shall promptly notify the Borrower of each Lender’s determination under this Section. (d) The Borrower shall have the right, but shall not be obligated, on or before the applicable Revolving Credit Maturity Date for any Non-Extending Lender to replace such Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more financial institutions that are not Ineligible Institutions (each, an “Additional Commitment Lender”) approved by the Administrative Agent in accordance with the procedures provided in Section 12.7, each of which Additional Commitment Lenders shall have entered into an Assignment and Assumption (in accordance with and subject give written notice to the restrictions contained in Section 12.6, with the Borrower or replacement Agent stating whether such Lender obligated is willing to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Commitment Lenders shall, effective on or before extend the Revolving Credit Maturity Date for as requested. If Agent has received the aforesaid written approvals of such Non-Extending Lender, assume a Revolving Credit Commitment (and, if any such Additional Commitment Lender is already a Lender, its Revolving Credit Commitment shall be in addition to such Lender’s Revolving Credit Commitment hereunder on such date). Prior to any Non-Extending Lender being replaced by one or more Additional Commitment Lenders pursuant hereto, such Non-Extending Lender may elect, in its sole discretion, by giving irrevocable notice thereof to the Administrative Agent and the Borrower (which notice shall set forth such Lender’s new Revolving Credit Maturity Date), 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 Request from each of the Borrower but without the consent of any other Lenders. (e) If (and only if) the total of the Revolving Credit Commitments of the Lenders that have agreed to extend their Revolving Credit Maturity Date is more than 50% of the aggregate amount of the Revolving Credit Commitments in effect immediately prior to the applicable Extension Date, then, effective as of the applicable Extension Date, the Revolving Credit Maturity Date of each Extending Lender and of each Additional Commitment Lender shall be extended to upon the date that is one year after of Agent's receipt of all such written approvals from the Existing Revolving Credit Maturity Date (except thatLenders, if such date is not a Business Dayas aforesaid, such Revolving Credit 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 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) no more than two (2) extensions of the Revolving Credit Maturity Date shall be permitted hereunder and (y) any extension of any so extended for such additional one year period, the term Revolving Credit Maturity Date pursuant to this Section 2.17 shall not be effective with respect to any Extending Lender unless:mean such extended date and Agent shall promptly notify the Borrowers that such extension has occurred. (b) If (i) there shall exist no Default or Event of Default on any Lender gives 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 with the same effect as though such representations and warranties had been made on and as of the date of such Credit Event (except where such representations and warranties expressly relate Agent written notice that it is unwilling to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects 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) On extend the Revolving Credit Maturity Date as requested or (ii) any Lender fails to provide written approval to Agent of each Non-Extending Lendersuch a Request on or before 30 days after the applicable Request, then (iw) the Lenders shall be deemed to have declined to extend the Revolving Credit Commitment Maturity Date, (x) the then-current Revolving Credit Maturity Date shall remain in effect (with no further right on the part of each Non-Extending Lender shall automatically terminate Borrowers to request extensions thereof under this Section 2.17), and (iiy) the Borrower shall repay such Non-Extending Lender in accordance with Section 2.5 (and shall pay to such Non-Extending Lender all commitments of the other obligations owing Lenders to it under this Agreement) and after giving effect thereto shall prepay any Revolving Credit Loans outstanding on such date (and pay any additional amounts required pursuant to Section 2.11) to the extent necessary to keep outstanding Revolving Credit Loans ratable with any revised Revolving Credit Commitment Percentage of the respective Lenders effective as of such date, and the Administrative Agent shall administer any necessary reallocation make Advances of the Revolving Credit Exposures (without regard to any minimum borrowinghereunder shall terminate on the Revolving Credit Maturity Date then in effect, pro rata borrowing and/or pro rata payment requirements contained elsewhere in this Agreement)and Agent shall promptly notify Borrowers thereof. (h) This Section shall supersede any provisions in Section 2.7 or Section 12.1 to the contrary.

Extension of Revolving Credit Maturity Date. (a) The Provided that no Default or Event of Default has occurred and is continuing, the Borrower may at any time from time to time not more than ninety (90) days and not less than thirty (30) days prior to any anniversary of the Closing Datemay, by written notice to the Administrative Agent (who with sufficient copies for each Lender) (which notice shall promptly notify the Lenders) be irrevocable and which shall not later than 10 Business Days (or such shorter period as the Administrative Agent may agree in its reasonable discretionbe deemed effective unless actually received by Agent) prior to May 31, but not before April 1, of each fiscal year (beginning with the date on which the Lenders are requested to respond thereto (each such datefiscal year ending December 31, a “Lender Notice Date”2013), request that each Lender the Lenders extend such Lender’s the then applicable Revolving Credit Maturity Date to the a date (each such date, an “Extension Date”) that is one year after later than the Revolving Credit Maturity Date then in effect for such Lender (the “Existing Revolving Credit Maturity Date”). (b) Each Lender, acting in its sole and individual discretion, shall, by notice to the Administrative Agent given not later than the applicable Lender Notice Date, advise the Administrative Agent whether or not such Lender agrees to such extension (each Lender that determines to so extend its Revolving Credit Maturity Datesuch request, an a “Extending LenderRequest”). Each Lender that determines shall, not to so extend its Revolving Credit Maturity Date (a “Non-Extending Lender”) shall notify the Administrative Agent of such fact promptly after such determination (but in any event no later than four weeks after the Lender Notice Date)date such notice is given by Borrower to Agent, and any Lender that does not so advise the Administrative Agent on or before the Lender Notice 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 so agree, and it is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for extension of the Revolving Credit Maturity Date. (c) The Administrative Agent shall promptly notify the Borrower of each Lender’s determination under this Section. (d) The Borrower shall have the right, but shall not be obligated, on or before the applicable Revolving Credit Maturity Date for any Non-Extending Lender to replace such Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more financial institutions that are not Ineligible Institutions (each, an “Additional Commitment Lender”) approved by the Administrative Agent in accordance with the procedures provided in Section 12.7, each of which Additional Commitment Lenders shall have entered into an Assignment and Assumption (in accordance with and subject give written notice to the restrictions contained in Section 12.6, with the Borrower or replacement Agent stating whether such Lender obligated is willing to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Commitment Lenders shall, effective on or before extend the Revolving Credit Maturity Date for as requested. If Agent has received the aforesaid written approvals of such Non-Extending Lender, assume a Revolving Credit Commitment (and, if any such Additional Commitment Lender is already a Lender, its Revolving Credit Commitment shall be in addition to such Lender’s Revolving Credit Commitment hereunder on such date). Prior to any Non-Extending Lender being replaced by one or more Additional Commitment Lenders pursuant hereto, such Non-Extending Lender may elect, in its sole discretion, by giving irrevocable notice thereof to the Administrative Agent and the Borrower (which notice shall set forth such Lender’s new Revolving Credit Maturity Date), 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 Request from each of the Borrower but without the consent of any other Lenders. (e) If (and only if) the total of the Revolving Credit Commitments of the Lenders that have agreed to extend their Revolving Credit Maturity Date is more than 50% of the aggregate amount of the Revolving Credit Commitments in effect immediately prior to the applicable Extension Date, then, effective as of the applicable Extension Date, the Revolving Credit Maturity Date of each Extending Lender and of each Additional Commitment Lender shall be extended to upon the date that is one year after of Agent’s receipt of all such written approvals from the Existing Revolving Credit Maturity Date (except thatLenders, if such date is not a Business Dayas aforesaid, such Revolving Credit 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 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) no more than two (2) extensions of the Revolving Credit Maturity Date shall be permitted hereunder and (y) any extension of any so extended for an additional one year period, the term Revolving Credit Maturity Date pursuant to this Section 2.17 shall not be effective with respect to any Extending Lender unless: (i) there mean such extended date and Agent 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 promptly notify the Borrower contained herein that such extension has occurred. No Revolving Credit Lender shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such Credit Event (except where such representations and warranties expressly relate have any obligation to consent to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as extension 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) On the Revolving Credit Maturity Date of each Non-Extending Lender, requested under this Section 2.14. (b) If (i) any Lender gives the Agent written notice that it is unwilling to extend the Revolving Credit Commitment of each Non-Extending Lender shall automatically terminate and Maturity Date as requested or (ii) any Lender fails to provide written approval to Agent of such a Request on or before four weeks after the date such notice is given by Borrower to Agent, then (w) the Lenders shall repay such Nonbe deemed to have declined to extend the Revolving Credit Maturity Date, (x) the then-Extending Lender current Revolving Credit Maturity Date shall remain in accordance effect (with no further right on the part of Borrower to request extensions thereof under this Section 2.5 2.14), and (and shall pay to such Non-Extending Lender all y) the commitments of the other obligations owing Lenders to it under this Agreement) and after giving effect thereto shall prepay any Revolving Credit Loans outstanding on such date (and pay any additional amounts required pursuant to Section 2.11) to the extent necessary to keep outstanding Revolving Credit Loans ratable with any revised Revolving Credit Commitment Percentage of the respective Lenders effective as of such date, and the Administrative Agent shall administer any necessary reallocation make Advances of the Revolving Credit Exposures (without regard to any minimum borrowinghereunder shall terminate on the Revolving Credit Maturity Date then in effect, pro rata borrowing and/or pro rata payment requirements contained elsewhere in this Agreement)and Agent shall promptly notify the Borrower thereof. (h) This Section shall supersede any provisions in Section 2.7 or Section 12.1 to the contrary.

Extension of Revolving Credit Maturity Date. (a) The Borrower Borrowers may request that the Agent and the Banks extend the current Revolving Credit Maturity Date by one additional year by all of the Borrowers executing and delivering to the Agent at any time from time to time not least 90 days but no more than ninety (90) days and not less than thirty (30) 150 days prior to any anniversary the current Revolving Credit Maturity Date, a written request in for such extension. The Agent shall forward to each Bank a copy of such extension request delivered to the Agent promptly upon receipt thereof. If all of the Closing Date, by notice Banks shall have notified the Agent on or prior to the Administrative Agent (who shall promptly notify the Lenders) not later than 10 Business Days (or such shorter period as the Administrative Agent may agree in its reasonable discretion) prior date which is 30 days subsequent to the date on which the Lenders are requested to respond thereto (each such date, a “Lender Notice Date”), request that each Lender extend such Lender’s Revolving Credit Maturity Date Borrowers have executed and delivered to the date (each Agent a written request for such dateextension that they consent to such extension, an “Extension Date”) that is one year after then the Revolving Credit Maturity Date then in effect shall be extended for such Lender (one year. Otherwise, the “Existing Revolving Credit Maturity Date”). (b) Each Lender, acting in its sole and individual discretion, shall, by notice to the Administrative Agent given not later than the applicable Lender Notice Date, advise the Administrative Agent whether or not such Lender agrees to such extension (each Lender that determines to so extend its Revolving Credit Maturity Date, an “Extending Lender”). Each Lender that determines not to so extend its Revolving Credit Maturity Date shall not be extended except as otherwise permitted under the immediately following subsection (a “Non-Extending Lender”) b). The Agent shall promptly notify the Administrative Agent of Borrowers whether a requested extension has been consented to or rejected as well as which Bank or Banks, if any, rejected such fact promptly after extension request (each such determination (but in any event no later than the Lender Notice DateBank, a "Rejecting Bank"), and any Lender that does not so advise the Administrative Agent on or before the Lender Notice 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 so agree, Borrowers understand and it is understood and agreed acknowledge that no Lender shall have any obligation whatsoever to agree to any request made by (i) this Section has been included in this Agreement for the Borrower for Borrowers' convenience in requesting an extension of the Revolving Credit Maturity Date. ; (cii) The Administrative none of the Banks nor the Agent shall promptly notify the Borrower of each Lender’s determination under this Section. has promised (d) The Borrower shall have the righteither expressly or impliedly), but shall not be obligatednor has any obligation or commitment whatsoever, on or before the applicable Revolving Credit Maturity Date for any Non-Extending Lender to replace such Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more financial institutions that are not Ineligible Institutions (each, an “Additional Commitment Lender”) approved by the Administrative Agent in accordance with the procedures provided in Section 12.7, each of which Additional Commitment Lenders shall have entered into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 12.6, with the Borrower or replacement Lender obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Commitment Lenders shall, effective on or before extend the Revolving Credit Maturity Date for such Non-Extending Lender, assume a Revolving Credit Commitment at any time and (and, if iii) the Banks may condition any such Additional Commitment Lender is already a Lender, its Revolving Credit Commitment shall be in addition to such Lender’s Revolving Credit Commitment hereunder extension on such date). Prior to any Non-Extending Lender being replaced by one or more Additional Commitment Lenders pursuant hereto, such Non-Extending Lender may elect, in its sole discretion, by giving irrevocable notice thereof to terms and conditions as the Administrative Agent and the Borrower (which notice shall set forth such Lender’s new Revolving Credit Maturity Date), 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 LendersBanks deem appropriate. (eb) If Notwithstanding the preceding subsection (a), if the Borrowers receive notification from the Agent that an extension request has been rejected (a "Notice of Rejection"), and only if) provided that the total aggregate amount of the all Revolving Credit Commitments of the Lenders that have agreed to extend their Revolving Credit Maturity Date is more than 50Rejecting Banks does not exceed 25.0% of the aggregate amount of the Revolving Credit Commitments in effect immediately prior then outstanding, the Borrowers may elect, with respect to each such Rejecting Bank, by giving written notice from all of the Borrowers to the applicable Extension DateAgent of any such election within 15 days after receipt by the Borrowers of a Notice of Rejection, thento either (i) require such Rejecting Bank to assign its respective Revolving Credit Commitment to an Eligible Assignee as contemplated in the immediately following clause (x) or (ii) pay in full the amount of Loans, interest and fees, together with all amounts, if any, payable under Section 2.15, owing to such Rejecting Bank and terminate such Rejecting Bank's Revolving Credit Commitment as contemplated in the immediately following clause (y). If the Borrowers have made a timely election as permitted by the preceding sentence, then the Borrowers shall take either of the following actions as specified in such election: (x) demand that such Rejecting Bank, and upon such demand such Rejecting Bank shall be obligated to, assign its respective Revolving Credit Commitment to an Eligible Assignee designated by the Borrowers subject to and in accordance with the provisions of Section 11.4(b) for a purchase price equal to the aggregate principal balance of Advances then outstanding and owing to such Rejecting Bank plus any accrued but unpaid interest thereon and accrued but unpaid fees owing to such Rejecting Bank, any such assignment to be effective as of the applicable Extension Date, the Revolving Credit Maturity Date of each Extending Lender and of each Additional Commitment Lender shall be extended to the date that is one year after the Existing current Revolving Credit Maturity Date (except that, if such date is not a Business Day, such without having given effect to the pending extension request) or (y) effective as of the current Revolving Credit Maturity Date as so extended (without having given effect to the pending extension request), pay to such Rejecting Bank the aggregate principal balance of Advances then outstanding and owing to such Rejecting Bank plus any accrued but unpaid interest thereon and accrued but unpaid fees owing to such Rejecting Bank, together with all amounts, if any, payable under Section 2.15, whereupon such Rejecting Bank's Revolving Credit Commitment shall terminate, and such Rejecting Bank shall no longer be a party hereto or have any rights or obligations hereunder or under any of the other Loan Documents. None of the Agent, such Rejecting Bank, or any other Bank shall be obligated in any way whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. If the next preceding Business Day) and each Additional Commitment Lender shall thereupon become a “Lender” for Borrowers have elected to cause all purposes of this Agreement and shall be bound Rejecting Banks either to assign their Commitments to Eligible Assignees as contemplated by the provisions of this Agreement as a Lender hereunder and shall have the obligations of a Lender hereunder. (f) Notwithstanding the foregoing, preceding clause (x) no more than two or to be paid the amounts specified in the preceding clause (2) extensions of y), then the Borrowers' extension request which was initially rejected shall be deemed to have been granted and accordingly the Revolving Credit Maturity Date shall be permitted hereunder and (y) any extension of any Revolving Credit Maturity Date pursuant to this Section 2.17 shall not be 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 extended by the Borrower contained herein shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such Credit Event (except where such representations and warranties expressly relate to an earlier dateone year, in which case such representations and warranties shall have been true and correct in all material respects 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) On otherwise the Revolving Credit Maturity Date shall not be extended. If the aggregate amount of each Non-Extending LenderCommitments of the Rejecting Banks exceeds 25.0% of the aggregate amount of Commitments then outstanding, (i) the Revolving Credit Commitment of each Non-Extending Lender Maturity Date shall automatically terminate and (ii) the Borrower shall repay such Non-Extending Lender in accordance with Section 2.5 (and shall pay to such Non-Extending Lender all of the other obligations owing to it under this Agreement) and after giving effect thereto shall prepay any Revolving Credit Loans outstanding on such date (and pay any additional amounts required pursuant to Section 2.11) to the extent necessary to keep outstanding Revolving Credit Loans ratable with any revised Revolving Credit Commitment Percentage of the respective Lenders effective as of such date, and the Administrative Agent shall administer any necessary reallocation of the Revolving Credit Exposures (without regard to any minimum borrowing, pro rata borrowing and/or pro rata payment requirements contained elsewhere in this Agreement)not be extended. (h) This Section shall supersede any provisions in Section 2.7 or Section 12.1 to the contrary.

Extension of Revolving Credit Maturity Date. (a) The Borrower may at any time from time to time not more than ninety (90) days On and not less than thirty (30) days prior to any anniversary of the Closing Date, by notice to the Administrative Agent (who shall promptly notify the Lenders) not later than 10 Business Days (or such shorter period as the Administrative Agent may agree in its reasonable discretion) prior to the date on which the Lenders are requested to respond thereto (each such date, a “Lender Notice Date”), request that each Lender extend such Lender’s Revolving Credit Maturity Date to the date (each such date, an “Extension Date”) that is one year after the Revolving Credit Maturity first Anniversary Date then in effect for such Lender (the “Existing Revolving Credit Maturity Date”). (b) Each Lender, acting in its sole and individual discretion, shall, by notice to the Administrative Agent given not later than the applicable Lender Notice Date, advise the Administrative Agent whether or not such Lender agrees to such extension (each Lender that determines to so extend its Revolving Credit Maturity Date, an “Extending Lender”). Each Lender that determines not to so extend its Revolving Credit Maturity Date (a “Non-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), and any Lender that does not so advise the Administrative Agent on or before the Lender Notice 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 so agree, and it is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for extension of the Revolving Credit Maturity Date. (c) The Administrative Agent shall promptly notify the Borrower of each Lender’s determination under this Section. (d) The Borrower shall have the right, but shall not be obligated, on or before the applicable Revolving Credit Maturity Date for any Non-Extending Lender to replace such Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more financial institutions that are not Ineligible Institutions (each, an “Additional Commitment Lender”) approved by the Administrative Agent in accordance with the procedures provided in Section 12.7, each of which Additional Commitment Lenders shall have entered into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 12.6, with the Borrower or replacement Lender obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Commitment Lenders shall, effective on or before the Revolving Credit Maturity Date for such Non-Extending Lender, assume a Revolving Credit Commitment (and, if any such Additional Commitment Lender is already a Lender, its Revolving Credit Commitment shall be in addition to such Lender’s Revolving Credit Commitment hereunder on such date). Prior to any Non-Extending Lender being replaced by one or more Additional Commitment Lenders pursuant hereto, such Non-Extending Lender may elect, in its sole discretion, by giving irrevocable notice thereof to the Administrative Agent and the Borrower (which notice shall set forth such Lender’s new Revolving Credit Maturity Date), 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 Revolving Credit Commitments of the Lenders that have agreed to extend their Revolving Credit Maturity Date is more than 50% of the aggregate amount of the Revolving Credit Commitments in effect immediately prior to the applicable Extension Date, then, effective as of the applicable Extension Datehereof, the Revolving Credit Maturity Date may be extended for successive one year periods at the request of the Borrower with the express consent of each Extending Lender and of as provided below. Not later than the date 60 days prior to each Additional Commitment Lender shall be extended Anniversary Date, the Borrower shall, at its option, in a written notice to the date Agent request (an "Extension Request") that is one year after the Existing Revolving Credit Maturity Date be extended for a period of one year. The Agent shall promptly inform the Lenders of such Extension Request. Each Lender that agrees with such Extension Request shall deliver to the Agent its express written consent thereto no later than such Anniversary Date. If (except thati) any Lender notifies the Agent in writing prior to such Anniversary Date that it will not consent to such Extension Request or (ii) all of the Lenders have not in writing expressly consented to any such Extension Request as provided in the preceding sentence, if then the Agent shall so notify the Borrower and the Borrower, at its option, may replace each Lender which has not agreed to such date is Extension Request (a "Nonextending Lender") with another commercial lending institution (a "Replacement Lender") by giving (not a Business Daylater than 90 days after such Anniversary Date) notice of the name of such Replacement Lender to the Agent. Upon notice from the Agent, such Revolving Credit Maturity Date as so extended shall be the next preceding Business Day) and each Additional Commitment Nonextending Lender shall thereupon become a “Lender” for promptly (but in no event later than the date which is 120 days after such Anniversary Date) assign all purposes of this Agreement and shall be bound by its interests hereunder to such Replacement Lender in accordance with the provisions of Section 9.14(c) hereof. If, prior to the date which is 120 days after such Anniversary Date some, but not all, of the Lenders have agreed to such Extension Request, and each Nonextending Lender has not been replaced by the Borrower in accordance with the terms of this Agreement as a Lender hereunder and shall have the obligations of a Lender hereunder. (f) Notwithstanding the foregoingSection 2.03, (x) no more than two (2) extensions of the Revolving Credit Maturity Date shall be permitted hereunder and (y) any extension of any extended in accordance with such Extension Request; provided, however, that on the original Revolving Credit Maturity Date pursuant (as such date may have been previously extended), the Borrower shall pay to this Section 2.17 the Agent for the account of such Nonextending Lender such Nonextending Lender's Pro Rata share of all outstanding Revolving Credit Loans, together with interest thereon, and all fees due and payable to such Nonextending Lender and the total Revolving Credit Commitment shall not be effective with respect irrevocably reduced by an amount equal to the Commitment of each Nonextending Lender. If all Lenders consent to any Extending Lender unless: such Extension Request (i) there shall exist no Default or Event or, if any Nonextending Lenders are replaced in accordance with this Section), then as of Default 5:00 p.m. Pittsburgh time on the applicable Extension date which is 120 days after such Anniversary 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 with the same effect as though such representations and warranties had been made on and as of the date of such Credit Event (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 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) On the Revolving Credit Maturity Date of each Non-Extending Lendershall be deemed to have been extended for, (i) and shall be the date, one year after the then effective Revolving Credit Commitment of each Non-Extending Lender shall automatically terminate and (ii) the Borrower shall repay such Non-Extending Lender in accordance with Section 2.5 (and shall pay to such Non-Extending Lender all of the other obligations owing to it under this Agreement) and after giving effect thereto shall prepay any Revolving Credit Loans outstanding on such date (and pay any additional amounts required pursuant to Section 2.11) to the extent necessary to keep outstanding Revolving Credit Loans ratable with any revised Revolving Credit Commitment Percentage of the respective Lenders effective as of such date, and the Administrative Agent shall administer any necessary reallocation of the Revolving Credit Exposures (without regard to any minimum borrowing, pro rata borrowing and/or pro rata payment requirements contained elsewhere in this Agreement)Maturity Date. (h) This Section shall supersede any provisions in Section 2.7 or Section 12.1 to the contrary.

Extension of Revolving Credit Maturity Date. (a) The Borrower may at any time from time to time not more than ninety (90) days and not less than thirty (30) days prior to any anniversary of Commitments shall terminate on the Closing Date, by notice to the Administrative Agent (who shall promptly notify the Lenders) not later than 10 Business Days (or such shorter period as the Administrative Agent may agree in its reasonable discretion) prior to the date on which the Lenders are requested to respond thereto (each such date, a “Lender Notice Date”), request that each Lender extend such Lender’s Revolving Credit Maturity Date Date. Contemporaneously with the delivery of the financial statements required pursuant to Section 5.3(b) hereof, US Borrower may deliver a Request for Extension, requesting that the date (each such date, an “Extension Date”) that is one year after Lenders extend the Revolving Credit Maturity Date then in effect for an additional one-year period; provided that such extension shall not occur more than one time during the term of this Agreement. If US Borrower requests such an extension, each Lender shall notify US Borrower on or before 30 days following delivery of such Request for Extension (such date, the “Existing Consent Deadline”) whether it has consented to extend the Revolving Credit Maturity Date for an additional one-year period. Agent and the Lenders may, each in their sole and individual discretion, elect to extend the Revolving Credit Maturity Date”), it being understood that any Lender who has not responded to such extension request by the Consent Deadline shall be deemed to have rejected such request. (b) Each Lender, acting in its sole and individual discretion, shall, by notice to If Lenders holding more than 50% of the Administrative Agent given not later than the applicable Lender Notice Date, advise the Administrative Agent whether or not such Lender agrees to such extension (each Lender that determines Revolving Credit Commitment elect to so extend its the then existing Revolving Credit Maturity Date, an “Extending Lender”). Each Lender that determines not to so extend its the Revolving Credit Maturity Date (a “Nonwill automatically be extended for an additional one-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), and any Lender that does not so advise the Administrative Agent on or before the Lender Notice Date shall be deemed to be a Non-Extending Lenderyear period only for those extending Lenders. The election of any Lender to agree to such extension shall not obligate any other Lender to so agree, and it is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for extension of the Revolving Credit Maturity Date. (c) The Administrative Agent shall promptly notify the Borrower of each Lender’s determination under this Section. (d) The Borrower shall have the right, but shall not be obligated, on or before the applicable Revolving Credit Maturity Date for any Nonthe non-Extending extending Lenders shall remain unchanged. So long as no Event of Default then exists, then US Borrower may, at its sole expense and effort, upon notice to such non-extending Lender and Agent, require such non-extending Lender to replace such Non-Extending Lender withassign and delegate, and add as “Lenders” under this Agreement in place thereof, one or more financial institutions that are not Ineligible Institutions (each, an “Additional Commitment Lender”) approved by the Administrative Agent in accordance with the procedures provided in Section 12.7, each of which Additional Commitment Lenders shall have entered into an Assignment and Assumption without recourse (in accordance with and subject to the restrictions contained in in, and consents required by, Section 12.6, with the Borrower or replacement Lender obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Commitment Lenders shall, effective on or before the Revolving Credit Maturity Date for such Non-Extending Lender, assume a Revolving Credit Commitment (and, if any such Additional Commitment Lender is already a Lender, its Revolving Credit Commitment shall be in addition to such Lender’s Revolving Credit Commitment hereunder on such date). Prior to any Non-Extending Lender being replaced by one or more Additional Commitment Lenders pursuant hereto, such Non-Extending Lender may elect, in its sole discretion, by giving irrevocable notice thereof to the Administrative Agent and the Borrower (which notice shall set forth such Lender’s new Revolving Credit Maturity Date10.9), 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 all of the Borrower but without the consent of any other Lenders. (e) If (its interests, rights and only if) the total of the Revolving Credit Commitments of the Lenders that have agreed to extend their Revolving Credit Maturity Date is more than 50% of the aggregate amount of the Revolving Credit Commitments in effect immediately prior to the applicable Extension Date, then, effective as of the applicable Extension Date, the Revolving Credit Maturity Date of each Extending Lender and of each Additional Commitment Lender shall be extended to the date that is one year after the Existing Revolving Credit Maturity Date (except that, if such date is not a Business Day, such Revolving Credit 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 obligations under this Agreement and the related Loan Documents to an Eligible Transferee that shall assume such obligations (which assignee may be bound by the provisions of this Agreement as another Lender, if a Lender hereunder and shall have the obligations of a Lender hereunder. (f) Notwithstanding the foregoing, (x) no more than two (2) extensions of the Revolving Credit Maturity Date shall be permitted hereunder and (y) any extension of any Revolving Credit Maturity Date pursuant to this Section 2.17 shall not be effective with respect to any Extending Lender unless: accepts such assignment); provided that (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 US Borrower contained herein shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such Credit Event (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 paid to Agent the assignment fee (if any) specified in all material respects 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) Section 10.9 and (ii) such non-extending Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in Letters of Credit, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents from the assignee (Bto the extent of such outstanding principal and accrued interest and fees) certifying and attaching or US Borrower (in the resolutions adopted by the Borrower approving or consenting to such extensioncase of all other amounts). (gc) On the Revolving Credit Maturity Date of each Nonfor any non-Extending Lenderextending Lenders, (i) US Borrower shall repay all outstanding Revolving Loans due and payable to such non-extending Lenders (together with all accrued and unpaid interest thereon and accrued and unpaid commitment fees hereunder), (ii) each of the non-extending Lenders shall be automatically released from their respective risk participation obligations under Section 2.2(b)(v) hereof with respect to any outstanding Swing Loans and under Section 2.2(c)(iii) hereof with respect to any outstanding Letters of Credit, (iii) all outstanding Revolving Loans, risk participation obligations with respect to any outstanding Swing Loans and risk participation obligations with respect to any outstanding Letters of Credit (and the related Letter of Credit Exposure) shall be automatically reallocated among the extending Lenders based on each such Lender’s Revolving Credit Commitment and (iv) to the extent that the Revolving Credit Exposure would exceed the Revolving Credit Commitment of each Non-Extending Lender shall automatically terminate and after giving effect to such reallocation pursuant to the immediately preceding clause (ii) the iii), US Borrower shall repay such Non-Extending Lender prepay Loans or Cash Collateralize Letters of Credit in accordance with Section 2.5 (and shall pay to such Non-Extending Lender all of the other obligations owing to it under this Agreement) and after giving effect thereto shall prepay any Revolving Credit Loans outstanding on such date (and pay any additional amounts required pursuant to Section 2.11) to the extent necessary to keep outstanding Revolving Credit Loans ratable with any revised Revolving Credit Commitment Percentage of the respective Lenders effective as of such date, and the Administrative Agent shall administer any necessary reallocation of the Revolving Credit Exposures (without regard to any minimum borrowing, pro rata borrowing and/or pro rata payment requirements contained elsewhere in this Agreement)3.7 hereof. (hd) This Section shall supersede any provisions in Section 2.7 or Section 12.1 to the contrary.2.15

Extension of Revolving Credit Maturity Date. Provided that no Default or Event of Default has occurred and is continuing, Company may, by written notice to Agent and each Bank (a) The Borrower may at any time from time to time which notice shall be irrevocable and which shall not more than ninety (90) days be deemed effective unless actually received by Agent and not less than thirty (30) days each Bank), prior to any anniversary April 15, but not before March 15, of the Closing Date, by notice to the Administrative Agent (who shall promptly notify the Lenders) not later than 10 Business Days (or such shorter period as the Administrative Agent may agree each year beginning in its reasonable discretion) prior to the date on which the Lenders are requested to respond thereto (each such date, a “Lender Notice Date”), 2005 request that each Lender the Banks extend such Lender’s the then applicable Revolving Credit Maturity Date to the a date (each such date, an “Extension Date”) that is one year after 364 days later than the Revolving Credit Maturity Date then in effect for (each such Lender request, a "Request"). Each Bank shall, not later than thirty (30) calendar days following the “Existing date of its receipt of a Request, give written notice to the Agent stating whether such Bank is willing to extend the Revolving Credit Maturity Date”). Date as requested. If Agent has received the aforesaid written approvals of such Request from each of the Banks, then, effective on (bbut not before) Each Lender, acting in its sole and individual discretion, shall, by notice to the Administrative Agent given not later than the applicable Lender Notice Date, advise the Administrative Agent whether or not such Lender agrees to such extension (each Lender that determines to so extend its Revolving Credit Maturity Date, an “Extending Lender”). Each Lender that determines not to so extend its Revolving Credit Maturity Date (a “Non-Extending Lender”) shall notify so long as no Default or Event of Default has occurred and is continuing and none of the Administrative Agent of such fact promptly after such determination (but Banks has withdrawn its approval, in any event no later than the Lender Notice Datewriting, prior thereto), and any Lender that does not so advise the Administrative Agent on or before the Lender Notice 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 so agree, and it is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for extension of the Revolving Credit Maturity Date. (c) The Administrative Agent shall promptly notify the Borrower of each Lender’s determination under this Section. (d) The Borrower shall have the right, but shall not be obligated, on or before the applicable Revolving Credit Maturity Date for any Non-Extending Lender to replace such Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more financial institutions that are not Ineligible Institutions (each, an “Additional Commitment Lender”) approved by the Administrative Agent in accordance with the procedures provided in Section 12.7, each of which Additional Commitment Lenders shall have entered into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 12.6, with the Borrower or replacement Lender obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Commitment Lenders shall, effective on or before the Revolving Credit Maturity Date for such Non-Extending Lender, assume a Revolving Credit Commitment (and, if any such Additional Commitment Lender is already a Lender, its Revolving Credit Commitment shall be in addition to such Lender’s Revolving Credit Commitment hereunder on such date). Prior to any Non-Extending Lender being replaced by one or more Additional Commitment Lenders pursuant hereto, such Non-Extending Lender may elect, in its sole discretion, by giving irrevocable notice thereof to the Administrative Agent and the Borrower (which notice shall set forth such Lender’s new Revolving Credit Maturity Date), 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 Revolving Credit Commitments of the Lenders that have agreed to extend their Revolving Credit Maturity Date is more than 50% of the aggregate amount of the Revolving Credit Commitments in effect immediately prior to the applicable Extension Date, then, effective as of the applicable Extension Date, the Revolving Credit Maturity Date of each Extending Lender and of each Additional Commitment Lender shall be extended to the date that is one year after the Existing Revolving Credit Maturity Date (except that, if such date is not a Business Day, such Revolving Credit 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 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) no more than two (2) extensions of the Revolving Credit Maturity Date shall be permitted hereunder and (y) any extension so extended for an additional period of any 364 days, the term Revolving Credit Maturity Date pursuant to this Section 2.17 shall not be effective with respect to any Extending Lender unless: mean such extended date and Agent shall promptly notify the Company and the Banks that such extension has occurred. If (i) there shall exist no Default or Event of Default on any Bank gives 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 with the same effect as though such representations and warranties had been made on and as of the date of such Credit Event (except where such representations and warranties expressly relate Agent written notice that it is unwilling to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects 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) On extend the Revolving Credit Maturity Date as requested or (ii) any Bank fails to provide written approval to Agent of each Non-Extending Lenderthe Request within thirty (30) calendar days of the date of Agent's receipt of such Request, or (iiii) withdraws its approval in writing prior to the Revolving Credit Commitment Maturity Date then in effect then (x) the Banks shall be deemed to have declined to extend the Revolving Credit Maturity Date, (y) the then-current Revolving Credit Maturity Date shall remain in effect (with no further right on the part of each Non-Extending Lender shall automatically terminate Company, to request extensions thereof under this Section 2.16) and (iiz) the Borrower shall repay such Non-Extending Lender in accordance with Section 2.5 (and shall pay to such Non-Extending Lender all commitments of the other obligations owing Banks to it under this Agreement) and after giving effect thereto shall prepay any Revolving Credit Loans outstanding on such date (and pay any additional amounts required pursuant to Section 2.11) to the extent necessary to keep outstanding Revolving Credit Loans ratable with any revised Revolving Credit Commitment Percentage of the respective Lenders effective as of such date, and the Administrative Agent shall administer any necessary reallocation make Advances of the Revolving Credit Exposures (without regard to any minimum borrowinghereunder shall terminate on the Revolving Credit Maturity Date then in effect, pro rata borrowing and/or pro rata payment requirements contained elsewhere in this Agreement)and Agent shall promptly notify Company and the Banks thereof. (h) This Section shall supersede any provisions in Section 2.7 or Section 12.1 to the contrary.

Extension of Revolving Credit Maturity Date. (a) The Borrower may at any time from time to time At least 30 days but not more than ninety (90) days and not less than thirty (30) 60 days prior to any anniversary of the Closing Extension Date, the Borrower, by written notice to the Administrative Agent (who shall promptly notify the Lenders) not later than 10 Business Days (or such shorter period as the Administrative Agent Agent, may agree in its reasonable discretion) prior to the date on which the Lenders are requested to respond thereto (each such date, a “Lender Notice Date”), request that each Lender extend such Lender’s Revolving Credit Maturity Date to the date (each such date, an “Extension Date”) that is one year after extension of the Revolving Credit Maturity Date in effect at such time by a period of one year from the date then in effect for effect. The Borrower may, in such Lender notice, specify that the requested extension shall only be effective if at least a minimum specified percentage (which may be 100% or any lesser amount that is more than 60%) of the “Existing Total Commitment (such percentage, the "Minimum Specified Percentage") becomes subject to the extended Revolving Credit Maturity Date”). (b) Each Lender. If the Borrower fails to specify a Minimum Specified Percentage, acting the Minimum Specified Percentage shall be deemed to be more than 60%. The Administrative Agent shall promptly send each Bank a copy of such extension request, and each Bank shall in turn, in its sole and individual discretion, shall, by notice to the Administrative Agent given not later than the applicable Lender Notice Extension Date, advise notify the Borrower and the Administrative Agent in writing as to whether or not such Lender agrees Bank will consent to such extension. If any Bank shall fail to notify the Administrative Agent and the Borrower in writing of its consent to any such request for extension (each Lender that determines to so extend its Revolving Credit Maturity Date, an “Extending Lender”). Each Lender that determines not to so extend its of the Revolving Credit Maturity Date (a “Non-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), and any Lender that does not so advise the Administrative Agent on or before the Lender Notice Date Extension Date, such Bank shall be deemed to be a Non-Extending LenderConsenting Bank with respect to such request. The election Administrative Agent shall notify the Borrower on or prior to the Extension Date of any Lender to agree the decision of the Banks regarding the Borrower's request for an extension of the Revolving Credit Maturity Date. (b) If all the Banks consent in writing to such extension request in accordance with subsection (a) of this Section 2.19, the Revolving Credit Maturity Date in effect at such time shall, effective as at the Extension Date, be extended for a period of one year, provided, however, that on the Extension Date the applicable conditions set forth in Sections 3.1 and 3.2 shall be satisfied. If fewer than all Banks consent in writing to any such request in accordance with subsection (a) of this Section 2.19, subject to the requirements of subsections (d) and (e) of this Section 2.19, the Revolving Credit Maturity Date in effect at such time shall, effective as at the applicable Extension Date, be extended as to those Banks that so consented (each a "Consenting Bank") but shall not obligate be extended as to any other Lender Bank (each a "Non-Consenting Bank"). To the extent that the Revolving Credit Maturity Date is not extended as to so agreeany Bank pursuant to this Section 2.19 and the Commitment of such Bank is not assumed in accordance with subsection (c) of this Section 2.19 on or prior to the applicable Extension Date, (i) the Commitment of such Non-Consenting Bank shall remain in effect until, and it shall automatically terminate in whole upon, the original unextended Revolving Credit Maturity Date without any further notice or other action by the Borrower, such Bank or any other person, and all outstanding Loans and all accrued and unpaid interest, fees and other amounts, due and payable hereunder to the Non-Consenting Banks shall be immediately paid in full on the original unextended Revolving Credit Maturity Date, and (ii) effective upon such termination, the Total Commitment shall be automatically reduced to be equal to the remaining aggregate Commitments of the Consenting Banks and the Assuming Banks; provided, however, that such Non-Consenting Bank's rights under Section 2.10, 2.11 and 9.3, and its obligations under Section 8.10, shall survive the Revolving Credit Maturity Date for such Bank as to matters occurring prior to such date. It is understood and agreed that no Lender Bank shall have any obligation whatsoever to agree to any request made by the Borrower for any extension of the Revolving Credit Maturity Date. (c) The If fewer than all of the Banks consent to a request pursuant to subsection (a) of this Section 2.19, at the request of the Borrower the Administrative Agent shall promptly so notify the Consenting Banks, and each Consenting Bank may, at its sole discretion, give written notice to the Administrative Agent within 10 days after the Extension Date of the amount, if any, of the Non-Consenting Bank's Commitments for which it is willing to accept an assignment. If the Consenting Banks notify the Administrative Agent that they are willing to accept assignments of Commitments in an aggregate amount that exceeds the amount of the aggregate Commitments of the Non-Consenting Banks, such Commitments shall be allocated among the Consenting Banks 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 remain any Commitments of Non-Consenting Banks, the Borrower may arrange for the assignment of such Commitments to one or more Eligible Assignees that are reasonably acceptable to the Administrative Agent (each an "Assuming Bank"), which, upon execution of an Assignment and Assumption shall, effective as of the Extension Date, assume any Non-Consenting Bank's remaining Commitment and all of the obligations of such Non-Consenting Bank under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting Bank; provided, however, that any assignment of a Non-Consenting Bank's Commitment to a Consenting Bank or an Assuming Bank shall be subject to the following conditions: (1) any such Consenting Bank or Assuming Bank shall have paid to such Non-Consenting Bank (A) the aggregate principal amount of any interest accrued and unpaid to the effective date of the assignment on the outstanding Loans, if any, of such Non-Consenting Bank plus (B) any accrued but unpaid Commitment Fees and Utilization Fees owing to such Non-Consenting Bank as of the effective date of such assignment; (2) all additional cost reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Bank and all other accrued and unpaid amounts owing to such Non-Consenting Bank hereunder as of the effective date of such assignment shall have been paid to such Non-Consenting Bank; and (3) with respect to any such Assuming Bank, the applicable processing fee required under Section 9.10 for such assignment shall have been paid to the Administrative Agent; provided, further, that such Non-Consenting Bank's rights under Sections 2.10, 2.11 and 9.3, and its obligations under Section 8.10, shall survive such substitution as to matters occurring prior to the date of substitution and any Consenting Bank shall have delivered confirmation in writing satisfactory to the Borrower and the Administrative Agent as to the increase in the amount of its Revolving Credit Commitment. Upon the payment or prepayment of all amounts referred to in clauses (1), (2) and (3) above, and subject to the requirements of subsection (d) of this Section 2.19, each Consenting Bank or Assuming Bank, as of the Extension Date, will be substituted for such Non-Consenting Bank under this Agreement and shall be a Bank for all purposes of this Agreement, without any further acknowledgment by or consent of the other Banks, and the obligations of each Lender’s determination under this Sectionsuch Non-Consenting Bank hereunder shall, by the provisions hereof, be released and discharged. (d) The Borrower shall Subject to Section 2.19(e), if the Consenting Banks and Assuming Banks have aggregate Commitment Amounts equal to at least the rightMinimum Specified Percentage of the Total Commitment outstanding immediately prior to the Extension Date (after giving effect to any assignments pursuant to subsection (c) of this Section 2.19), but shall not be obligated, on or before the applicable Revolving Credit Maturity Date for any Non-Extending Lender to replace such Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more financial institutions that are not Ineligible Institutions (each, an “Additional Commitment Lender”) approved by the Administrative Agent in accordance with shall so notify the procedures provided in Section 12.7Borrower, each and, so long as no Default or Event of which Additional Commitment Lenders Default shall have entered into an Assignment occurred and Assumption (in accordance with and subject to the restrictions contained in Section 12.6be continuing as of such Extension Date, with the Borrower or replacement Lender obligated to pay any applicable processing or recordation fee) with such Non-Extending Lendershall occur as a consequence thereof, pursuant to which such Additional Commitment Lenders shall, effective on or before the Revolving Credit Maturity Date then in effect shall be extended for such Nonthe additional one-Extending Lenderyear period as described in subsection (a) of this Section 2.19, assume a and all references in this Agreement to the Revolving Credit Commitment (andMaturity Date shall, if any such Additional Commitment Lender is already a Lenderwith respect to each Consenting Bank and each Assuming Bank, its refer to the Revolving Credit Commitment shall be in addition to such Lender’s Revolving Credit Commitment hereunder on such date)Maturity Date as so extended. Prior to any Non-Extending Lender being replaced by one or more Additional Commitment Lenders pursuant heretoPromptly following the Extension Date, such Non-Extending Lender may elect, in its sole discretion, by giving irrevocable notice thereof to the Administrative Agent and shall notify the Borrower Banks (which notice shall set forth such Lender’s new including, without limitation, each Assuming Bank) of the extension, if any, of the scheduled Revolving Credit Maturity Date), Date in effect immediately prior thereto and shall thereupon record the relevant information with respect to become an Extending Lender. The Administrative Agent may effect each 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 LendersConsenting Bank and each Assuming Bank. (e) If (and only if) the total fewer than all of the Revolving Credit Commitments Banks consent to a request pursuant to subsection (a) of this Section 2.19, the Lenders that have agreed Borrower may elect to extend their withdraw such request and the originally scheduled Revolving Credit Maturity Date is more shall remain unamended and in full force and effect. In addition, if the Consenting Banks and Assuming Banks have Commitment Amounts equal to less than 50% of the aggregate amount of Minimum Specified Percentage, the Revolving Credit Commitments in effect immediately prior Administrative Agent shall notify the Borrower and the Banks that the conditions to the applicable Extension Date, then, effective as of the applicable Extension Date, the Revolving Credit Maturity Date of each Extending Lender and of each Additional Commitment Lender shall be extended to the date that is one year after the Existing Revolving Credit Maturity Date (except that, if such date is not a Business Day, such Revolving Credit 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 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) no more than two (2) extensions extension of the Revolving Credit Maturity Date shall be permitted hereunder were not satisfied, and (y) any extension of any the originally scheduled Revolving Credit Maturity Date pursuant to this Section 2.17 shall not be effective with respect to any Extending Lender unless: (i) there shall exist no Default or Event of Default on the applicable Extension Date remain unamended and immediately after giving effect thereto; (ii) the representations in full force and warranties made by the Borrower contained herein shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such Credit Event (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 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 extensioneffect. (g) On the Revolving Credit Maturity Date of each Non-Extending Lender, (i) the Revolving Credit Commitment of each Non-Extending Lender shall automatically terminate and (ii) the Borrower shall repay such Non-Extending Lender in accordance with Section 2.5 (and shall pay to such Non-Extending Lender all of the other obligations owing to it under this Agreement) and after giving effect thereto shall prepay any Revolving Credit Loans outstanding on such date (and pay any additional amounts required pursuant to Section 2.11) to the extent necessary to keep outstanding Revolving Credit Loans ratable with any revised Revolving Credit Commitment Percentage of the respective Lenders effective as of such date, and the Administrative Agent shall administer any necessary reallocation of the Revolving Credit Exposures (without regard to any minimum borrowing, pro rata borrowing and/or pro rata payment requirements contained elsewhere in this Agreement). (h) This Section shall supersede any provisions in Section 2.7 or Section 12.1 to the contrary.

Extension of Revolving Credit Maturity Date. (a) The Borrower may at any time from time to time not more than ninety (90) days and not less than thirty (30) days prior to any anniversary of Commitments shall terminate on the Closing Date, by notice to the Administrative Agent (who shall promptly notify the Lenders) not later than 10 Business Days (or such shorter period as the Administrative Agent may agree in its reasonable discretion) prior to the date on which the Lenders are requested to respond thereto (each such date, a “Lender Notice Date”), request that each Lender extend such Lender’s Revolving Credit Maturity Date Date. Contemporaneously with the delivery of the financial statements required pursuant to Section 5.3(b) hereof, US Borrower may deliver a Request for Extension, requesting that the date (each such date, an “Extension Date”) that is one year after Lenders extend the Revolving Credit Maturity Date then in effect for an additional one-year period; provided that such extension shall not occur more than one time during the term of this Agreement. If US Borrower requests such an extension, each Lender shall notify US Borrower on or before 30 days following delivery of such Request for Extension (such date, the “Existing Consent Deadline”) whether it has consented to extend the Revolving Credit Maturity Date for an additional one-year period. Agent and the Lenders may, each in their sole and individual discretion, elect to extend the Revolving Credit Maturity Date”), it being understood that any Lender who has not responded to such extension request by the Consent Deadline shall be deemed to have rejected such request. (b) Each Lender, acting in its sole and individual discretion, shall, by notice to If Lenders holding more than 50% of the Administrative Agent given not later than the applicable Lender Notice Date, advise the Administrative Agent whether or not such Lender agrees to such extension (each Lender that determines Revolving Credit Commitment elect to so extend its the then existing Revolving Credit Maturity Date, an “Extending Lender”). Each Lender that determines not to so extend its the Revolving Credit Maturity Date (a “Nonwill automatically be extended for an additional one-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), and any Lender that does not so advise the Administrative Agent on or before the Lender Notice Date shall be deemed to be a Non-Extending Lenderyear period only for those extending Lenders. The election of any Lender to agree to such extension shall not obligate any other Lender to so agree, and it is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for extension of the Revolving Credit Maturity Date. (c) The Administrative Agent shall promptly notify the Borrower of each Lender’s determination under this Section. (d) The Borrower shall have the right, but shall not be obligated, on or before the applicable Revolving Credit Maturity Date for any Nonthe non-Extending extending Lenders shall remain unchanged. So long as no Event of Default then exists, then US Borrower may, at its sole expense and effort, upon notice to such non-extending Lender and Agent, require such non-extending Lender to replace such Non-Extending Lender withassign and delegate, and add as “Lenders” under this Agreement in place thereof, one or more financial institutions that are not Ineligible Institutions (each, an “Additional Commitment Lender”) approved by the Administrative Agent in accordance with the procedures provided in Section 12.7, each of which Additional Commitment Lenders shall have entered into an Assignment and Assumption without recourse (in accordance with and subject to the restrictions contained in in, and consents required by, Section 12.6, with the Borrower or replacement Lender obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Commitment Lenders shall, effective on or before the Revolving Credit Maturity Date for such Non-Extending Lender, assume a Revolving Credit Commitment (and, if any such Additional Commitment Lender is already a Lender, its Revolving Credit Commitment shall be in addition to such Lender’s Revolving Credit Commitment hereunder on such date). Prior to any Non-Extending Lender being replaced by one or more Additional Commitment Lenders pursuant hereto, such Non-Extending Lender may elect, in its sole discretion, by giving irrevocable notice thereof to the Administrative Agent and the Borrower (which notice shall set forth such Lender’s new Revolving Credit Maturity Date10.911.10), 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 all of the Borrower but without the consent of any other Lenders. (e) If (its interests, rights and only if) the total of the Revolving Credit Commitments of the Lenders that have agreed to extend their Revolving Credit Maturity Date is more than 50% of the aggregate amount of the Revolving Credit Commitments in effect immediately prior to the applicable Extension Date, then, effective as of the applicable Extension Date, the Revolving Credit Maturity Date of each Extending Lender and of each Additional Commitment Lender shall be extended to the date that is one year after the Existing Revolving Credit Maturity Date (except that, if such date is not a Business Day, such Revolving Credit 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 obligations under this Agreement and the related Loan Documents to an Eligible Transferee that shall assume such obligations (which assignee may be bound by the provisions of this Agreement as another Lender, if a Lender hereunder and shall have the obligations of a Lender hereunder. (f) Notwithstanding the foregoing, (x) no more than two (2) extensions of the Revolving Credit Maturity Date shall be permitted hereunder and (y) any extension of any Revolving Credit Maturity Date pursuant to this Section 2.17 shall not be effective with respect to any Extending Lender unless: accepts such assignment); provided that (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 US Borrower contained herein shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such Credit Event (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 paid to Agent the assignment fee (if any) specified in all material respects 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) Section 10.911.10 and (ii) such non-extending Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in Letters of Credit, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents from the assignee (Bto the extent of such outstanding principal and accrued interest and fees) certifying and attaching or US Borrower (in the resolutions adopted by the Borrower approving or consenting to such extensioncase of all other amounts). (gc) On the Revolving Credit Maturity Date of each Nonfor any non-Extending Lenderextending Lenders, (i) US Borrower shall repay all outstanding Revolving Loans due and payable to such non-extending Lenders (together with all accrued and unpaid interest thereon and accrued and unpaid commitment fees hereunder), (ii) each of the non-extending Lenders shall be automatically released from their respective risk participation obligations under Section 2.2(b)(v) hereof with respect to any outstanding Swing Loans and under Section 2.2(c)(iii) hereof with respect to any outstanding Letters of Credit, (iii) all outstanding Revolving Loans, risk participation obligations with respect to any outstanding Swing Loans and risk participation obligations with respect to any outstanding Letters of Credit (and the related Letter of Credit Exposure) shall be automatically reallocated among the extending Lenders based on each such Lender’s Revolving Credit Commitment and (iv) to the extent that the Revolving Credit Exposure would exceed the Revolving Credit Commitment of each Non-Extending Lender shall automatically terminate and after giving effect to such reallocation pursuant to the immediately preceding clause (ii) the iii), US Borrower shall repay such Non-Extending Lender prepay Loans or Cash Collateralize Letters of Credit in accordance with Section 2.5 3.7 hereof. (and d) Any extension shall pay to such Non-Extending Lender all of the other obligations owing to it under this Agreement) and after giving effect thereto shall prepay any Revolving Credit Loans outstanding on such date (and pay any additional amounts required pursuant to Section 2.11) to the extent necessary to keep outstanding Revolving Credit Loans ratable with any revised Revolving Credit Commitment Percentage of the respective Lenders be effective as of the date of the amendment effecting such dateextension and each such amendment shall be conditioned upon (i) no Default or Event of Default, (ii) accuracy in all material respects of the representations and warranties set forth in this Agreement and (iii) such other conditions as each extending Lender shall require. The Lenders hereby irrevocably authorize Agent to enter into amendments to this Agreement and the Administrative other Loan Documents with US Borrower as may be necessary or appropriate in the reasonable opinion of Agent shall administer any necessary reallocation of and US Borrower in order to extend the Revolving Credit Exposures (without regard to Maturity Date on terms consistent with this Section 2.15. US Borrower shall pay any minimum borrowingreasonable and documented out-of-pocket attorneys’ fees or other reasonable and documented out-of-pocket expenses of Agent in connection with the documentation of any such extension, pro rata borrowing and/or pro rata payment requirements contained elsewhere in this Agreement)as well as such other fees, if any, as may be agreed upon between Borrowers and Agent. (he) This Section Unless Agent, the Fronting Lender and Swing Line Lender have each agreed in their respective sole discretions to act as Agent, Fronting Lender or Swing Line Lender (as the case may be) following the extended Revolving Credit Maturity Date, a successor Agent, Fronting Lender or Swing Line Lender (as the case may be) shall supersede any provisions in Section 2.7 have been appointed by the Lenders to act as Agent, Fronting Lender or Section 12.1 to Swing Line Lender (as the contrarycase may be) commencing on the extended Revolving Credit Maturity Date.

Extension of Revolving Credit Maturity Date. (a) The Borrower may at any time from time to time not more than ninety (90) days Provided that no Default or Event of Default has occurred and not less than thirty (30) days prior to any anniversary of the Closing Dateis continuing, Company may, by written notice to the Administrative Agent and each Revolving Credit Bank (who which notice shall promptly notify the Lenders) be irrevocable and which shall not later than 10 Business Days (or such shorter period as the Administrative be deemed effective unless actually received by Agent may agree in its reasonable discretionand each Bank) prior to the date on which the Lenders are requested to respond thereto March 31 but not before February 1, of each year (each such date, a “Lender Notice Date”commencing with calendar year 1996), request that each Lender the Revolving Credit Banks extend such Lender’s the then applicable Revolving Credit Maturity Date to the a date (each such date, an “Extension Date”) that is one year after later than the Revolving Credit Maturity Date then in effect for (each such Lender (the “Existing request, a "Request"). Each Revolving Credit Maturity Date”). (b) Each Lender, acting in its sole and individual discretion, Bank shall, by not later than ninety (90) calendar days following the date of its receipt of the Request, give written notice to the Administrative Agent given not later than the applicable Lender Notice Date, advise the Administrative Agent stating whether or not such Lender agrees Bank is willing to such extension (each Lender that determines to so extend its Revolving Credit Maturity Date, an “Extending Lender”). Each Lender that determines not to so extend its Revolving Credit Maturity Date (a “Non-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), and any Lender that does not so advise the Administrative Agent on or before the Lender Notice 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 so agree, and it is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for extension of the Revolving Credit Maturity Date. (c) The Administrative Agent shall promptly notify the Borrower of each Lender’s determination under this Section. (d) The Borrower shall have the right, but shall not be obligated, on or before the applicable Revolving Credit Maturity Date for any Non-Extending Lender to replace such Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more financial institutions that are not Ineligible Institutions (each, an “Additional Commitment Lender”) approved by the Administrative Agent in accordance with the procedures provided in Section 12.7, each of which Additional Commitment Lenders shall have entered into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 12.6, with the Borrower or replacement Lender obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Commitment Lenders shall, effective on or before the Revolving Credit Maturity Date for as requested. If Agent has received the aforesaid written approvals of such Non-Extending Lender, assume a Revolving Credit Commitment (and, if any such Additional Commitment Lender is already a Lender, its Revolving Credit Commitment shall be in addition to such Lender’s Revolving Credit Commitment hereunder on such date). Prior to any Non-Extending Lender being replaced by one or more Additional Commitment Lenders pursuant hereto, such Non-Extending Lender may elect, in its sole discretion, by giving irrevocable notice thereof to the Administrative Agent and the Borrower (which notice shall set forth such Lender’s new Revolving Credit Maturity Date), 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 Request from each of the Revolving Credit Commitments of the Lenders that have agreed to extend their Revolving Credit Maturity Date is more than 50% of the aggregate amount of the Revolving Credit Commitments in effect immediately prior to the applicable Extension DateBanks, then, effective as upon the date of the applicable Extension Date, Agent's receipt of all such written approvals from the Revolving Credit Maturity Date of each Extending Lender and of each Additional Commitment Lender shall be extended to the date that is one year after the Existing Revolving Credit Maturity Date (except thatBanks, if such date is not a Business Dayas aforesaid, such Revolving Credit 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 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) no more than two (2) extensions of the Revolving Credit Maturity Date shall be permitted hereunder and (y) any extension of any so extended for an additional one year period, the term Revolving Credit Maturity Date pursuant to this Section 2.17 shall not be effective with respect to any Extending Lender unless:mean such extended date and Agent shall promptly notify the Company that such extension has occurred. (b) If (i) there shall exist no Default or Event of Default on any Revolving Credit Bank gives 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 with the same effect as though such representations and warranties had been made on and as of the date of such Credit Event (except where such representations and warranties expressly relate Agent written notice that it is unwilling to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects 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) On extend the Revolving Credit Maturity Date as requested or (ii) any Revolving Credit Bank fails to provide written approval to Agent of each Non-Extending Lendersuch a Request within ninety (90) calendar days of the date of Agent's receipt of the Request, then (iw) the Banks shall be deemed to have declined to extend the Revolving Credit Commitment Maturity Date, (x) the then current Revolving Credit Maturity Date shall remain in effect (with no further right on the part of each Non-Extending Lender shall automatically terminate Company to request extensions thereof under this Section 2.10), and (iiy) the Borrower shall repay such Non-Extending Lender in accordance with Section 2.5 (and shall pay to such Non-Extending Lender all of the other obligations owing to it under this Agreement) and after giving effect thereto shall prepay any Revolving Credit Loans outstanding on such date (and pay any additional amounts required pursuant to Section 2.11) to the extent necessary to keep outstanding Revolving Credit Loans ratable with any revised Revolving Credit Commitment Percentage of the respective Lenders effective as of such date, and the Administrative Agent shall administer any necessary reallocation commitments of the Revolving Credit Exposures (without regard Banks to any minimum borrowingmake Advances of the Revolving Credit hereunder shall terminate on the Revolving Credit Maturity Date then in effect, pro rata borrowing and/or pro rata payment requirements contained elsewhere in this Agreement)and Agent shall promptly notify Company thereof. (h) This Section shall supersede any provisions in Section 2.7 or Section 12.1 to the contrary.

Extension of Revolving Credit Maturity Date. (a) The Borrower may at any time from time Provided that no Default or Event of Default has occurred and is continuing, Company may, by written notice to time Agent and each Bank (which notice shall be irrevocable and which shall not more than ninety (90be deemed effective unless actually received by Agent and each Bank) days and not less than thirty (30) 90 nor more than 120 days prior to any the first and second anniversary dates of the Closing Date, by notice to the Administrative Agent (who shall promptly notify the Lenders) not later than 10 Business Days (or such shorter period as the Administrative Agent may agree in its reasonable discretion) prior to the date on which the Lenders are requested to respond thereto (each such date, a “Lender Notice Date”)this Agreement, request that each Lender the Banks extend such Lender’s Revolving Credit Maturity Date to the date (each such date, an “Extension Date”) that is one year after the Revolving Credit Maturity Date then in effect for such Lender (the “Existing Revolving Credit Maturity Date”). (b) Each Lender, acting in its sole and individual discretion, shall, by notice to the Administrative Agent given not a date that is one year later than the applicable Lender Notice Date, advise the Administrative Agent whether or not such Lender agrees to such extension (each Lender that determines to so extend its Revolving Credit Maturity Date, an “Extending Lender”). Each Lender that determines not to so extend its Revolving Credit Maturity Date (a “Non-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), and any Lender that does not so advise the Administrative Agent on or before the Lender Notice 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 so agree, and it is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for extension of the Revolving Credit Maturity Date. (c) The Administrative Agent shall promptly notify the Borrower of each Lender’s determination under this Section. (d) The Borrower shall have the right, but shall not be obligated, on or before the applicable Revolving Credit Maturity Date for any Non-Extending Lender to replace such Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more financial institutions that are not Ineligible Institutions (each, an “Additional Commitment Lender”) approved by the Administrative Agent in accordance with the procedures provided in Section 12.7, each of which Additional Commitment Lenders shall have entered into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 12.6, with the Borrower or replacement Lender obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Commitment Lenders shall, effective on or before the Revolving Credit Maturity Date for then in effect (each such Non-Extending Lenderrequest, assume a Revolving Credit Commitment (and, if any "Request"). Each such Additional Commitment Lender is already a Lender, its Revolving Credit Commitment Request shall be in addition to such Lender’s Revolving Credit Commitment hereunder accompanied by Company's financial projections for the period commencing on such date). Prior to any Non-Extending Lender being replaced by one or more Additional Commitment Lenders pursuant hereto, such Non-Extending Lender may elect, in its sole discretion, by giving irrevocable notice thereof to the Administrative Agent and the Borrower (which notice shall set forth such Lender’s new Revolving Credit Maturity Date), 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 last day of the Borrower but without then current fiscal quarter and ending on the consent of any other Lenders. (e) If (and only if) the total last day of the Revolving Credit Commitments of fiscal year in which the Lenders that have agreed to extend their proposed Revolving Credit Maturity Date is more would fall. Each Bank shall, not later than 50% thirty (30) calendar days following the date of its receipt of the aggregate amount of the Revolving Credit Commitments in effect immediately prior Request, give written notice to the applicable Extension Date, then, effective as of the applicable Extension Date, Agent stating whether such Bank is willing to extend the Revolving Credit Maturity Date as requested. If Agent has received the aforesaid written approvals of such Request from each Extending Lender and of each Additional Commitment Lender shall be extended to the Banks, then, effective upon the date that is one year after of Agent's receipt of all such written approvals from the Existing Revolving Credit Maturity Date (except thatBanks, if such date is not a Business Dayas aforesaid, such Revolving Credit 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 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) no more than two (2) extensions of the Revolving Credit Maturity Date shall be permitted hereunder and (y) any extension of any so extended for an additional one year period, the term Revolving Credit Maturity Date pursuant to this Section 2.17 shall not be effective with respect to any Extending Lender unless:mean such extended date and Agent shall promptly notify the Company that such extension has occurred. (b) If (i) there shall exist no Default any Bank gives the Agent written notice that it is unwilling to extend the Revolving Credit Maturity Date as requested 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 with the same effect as though any Bank fails to provide written approval to Agent of such representations and warranties had been made on and as a Request within thirty (30) calendar days of the date of such Credit Event Bank's receipt of the Request, then (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 as of such earlier date); and (iiiw) the Administrative Agent Banks shall be deemed to have received a certificate from declined to extend the Borrower signed by an Authorized Officer Revolving Credit Maturity Date, (x) the then-current Revolving Credit Maturity Date shall remain in effect (with no further right on the part of Company to request extensions thereof under this Section 2.9), and (y) the commitments of the Borrower (A) certifying the accuracy Banks to make Advances 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) On Revolving Credit hereunder shall terminate on the Revolving Credit Maturity Date of each Non-Extending Lender, (i) the Revolving Credit Commitment of each Non-Extending Lender shall automatically terminate and (ii) the Borrower shall repay such Non-Extending Lender then in accordance with Section 2.5 (and shall pay to such Non-Extending Lender all of the other obligations owing to it under this Agreement) and after giving effect thereto shall prepay any Revolving Credit Loans outstanding on such date (and pay any additional amounts required pursuant to Section 2.11) to the extent necessary to keep outstanding Revolving Credit Loans ratable with any revised Revolving Credit Commitment Percentage of the respective Lenders effective as of such dateeffect, and the Administrative Agent shall administer any necessary reallocation of the Revolving Credit Exposures (without regard to any minimum borrowing, pro rata borrowing and/or pro rata payment requirements contained elsewhere in this Agreement)promptly notify Company thereof. (h) This Section shall supersede any provisions in Section 2.7 or Section 12.1 to the contrary.

Extension of Revolving Credit Maturity Date. (a) The Borrower Borrowers may at any time from time to time not more than ninety (90) days and not less than thirty (30) days prior to any anniversary of the Closing Date (other than the Revolving Credit Maturity Date), by notice to the Administrative Agent (who shall promptly notify the Lenders) not later than 10 Business Days (or such shorter period as the Administrative Agent may agree in its reasonable discretion) prior to the date on which the Lenders are requested to respond thereto (each such date, a “Lender Notice Date”), request that each Lender extend such Lender’s Revolving Credit Maturity Date to the date (each such datedate on which an extension occurs, an “Extension Date”) that is one year after the such Lender’s then effective Revolving Credit Maturity Date then in effect for such Lender (the “Existing Revolving Credit Maturity Date”)) to the date that is one year after such Xxxxxx’s Existing Revolving Credit Maturity Date; provided that if any requested Extension Date is not a Business Day, such Extension Date shall be the immediately succeeding Business Day. (b) Each Lender, acting in its sole and individual discretion, shall, by notice to the Administrative Agent given not later than the applicable date that is 10 Business Days (or such shorter period as the Administrative Agent may agree in its reasonable discretion) after the date on which the Administrative Agent received the Borrowers’ extension request (the “Lender Notice Date”), advise the Administrative Agent whether or not such Lender agrees to such extension (each Lender that determines to so extend its Revolving Credit Maturity Date, an “Extending Lender”). Each Lender that determines not to so extend its Revolving Credit Maturity Date (a “Non-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), and any Lender that does not so advise the Administrative Agent on or before the Lender Notice 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 so agree, and it is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower Borrowers for extension of the Revolving Credit Maturity Date. (c) The Administrative Agent shall promptly notify the Borrower Borrowers of each Lender’s determination under this Section. (d) The Borrower Borrowers shall have the right, but shall not be obligated, on or before the applicable Revolving Credit Maturity Date for any Non-Extending Lender to replace such Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more financial institutions that are not Ineligible Institutions (each, an “Additional Commitment Lender”) approved by the Administrative Agent Agent, the Swingline Lender and each Letter of Credit Issuer in accordance with the procedures provided in Section 12.7, each of which Additional Commitment Lenders shall have entered into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 12.6, with the Borrower Borrowers or replacement Lender obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Commitment Lenders shall, effective on or before the Revolving Credit Maturity Date for such Non-Extending Lender, assume a Revolving Credit Commitment (and, if any such Additional Commitment Lender is already a Lender, its Revolving Credit Commitment shall be in addition to such LenderXxxxxx’s Revolving Credit Commitment hereunder on such date). Prior to any Non-Extending Lender being replaced by one or more Additional Commitment Lenders pursuant hereto, such Non-Extending Lender may elect, in its sole discretion, by giving irrevocable notice thereof to the Administrative Agent and the Borrower Borrowers (which notice shall set forth such LenderXxxxxx’s new Revolving Credit Maturity Date), 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 Borrowers but without the consent of any other Lenders. (e) If (and only if) (i) the total of the Revolving Credit Commitments of the Lenders that have agreed to extend their Revolving Credit Maturity Date is more than 50% of the aggregate amount of the Revolving Credit Commitments in effect immediately prior to the applicable Extension Date, and (ii) all of the Borrowers and the Administrative Agent consent to such extension, then, effective as of the applicable Extension Date, the Revolving Credit Maturity Date of each Extending Lender and of each Additional Commitment Lender shall be extended to the date that is one year after the Existing Revolving Credit Maturity Date (except that, if such date is not a Business Day, such Revolving Credit Maturity Date as so extended shall be the next immediately preceding Business Day) and each Additional Commitment Lender shall thereupon become a “Lender” for all purposes of this Agreement and shall be bound by the provisions of this Agreement as a Lender hereunder and shall have the obligations of a Lender hereunder. For purposes of clarity, it is acknowledged and agreed that the Revolving Credit Maturity Date on any date of determination shall not be a date more than five (5) years after such date of determination, whether such date of determination is made before or after giving effect to any extension request made hereunder. (f) Notwithstanding the foregoing, (x) no more than two (2) extensions of the Revolving Credit Maturity Date shall be permitted hereunder and (y) any extension of any Revolving Credit Maturity Date pursuant to this Section 2.17 2.16 shall not be 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 each 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 the date of such Credit Event 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 Borrowers signed by an Authorized Officer of the each Borrower (A) certifying the accuracy of the foregoing clauses (i) and (ii) and (B) certifying and attaching the resolutions adopted by the each Borrower approving or consenting to such extension. (g) It is understood and agreed that the Revolving Credit 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 Revolving Credit Maturity Date without giving effect to such extension request. (h) On the Revolving Credit Maturity Date of each Non-Extending Lender, (i) the Revolving Credit Commitment of each Non-Extending Lender shall automatically terminate and (ii) the Borrower applicable Borrowers shall repay such Non-Extending Lender in accordance with Section 2.5 (and shall pay to such Non-Extending Lender all of the other obligations owing to it under this Agreement) and after giving effect thereto shall prepay any Revolving Credit Loans outstanding on such date (and pay any additional amounts required pursuant to Section 2.11) to the extent necessary to keep outstanding Revolving Credit Loans ratable with any revised Revolving Credit Commitment Percentage of the respective Lenders effective as of such date, and the Administrative Agent shall administer any necessary reallocation of the Revolving Credit Exposures (without regard to any minimum borrowing, pro rata borrowing and/or pro rata payment requirements contained elsewhere in this Agreement). (hi) This Section shall supersede any provisions in Section 2.7 or Section 12.1 to the contrary.

Extension of Revolving Credit Maturity Date. (a) The Borrower may at any time from time to time At least 30 days but not more than ninety (90) days and not less than thirty (30) 60 days prior to any anniversary of the Closing DateEffective Date (provided that Viacom may not exercise such right more than twice), by Viacom may, upon notice to the Administrative Agent (who which shall promptly notify the Lenders) not later than 10 Business Days (or such shorter period as the Administrative Agent may agree in its reasonable discretion) prior to the date on which the Lenders are requested to respond thereto (each such date, a “Lender Notice Date”), request that each Lender extend such Lender’s Revolving Credit Maturity Date to the date (each such date, an “Extension Date”) that is one a one-year after extension of the Revolving Credit Maturity Date then in effect for such Lender (the an “Existing Revolving Credit Maturity DateExtension Request”). (b) Each Lender, acting in its sole and individual discretion, shall, by notice to ; provided that the Administrative Agent given not later than the applicable Lender Notice Date, advise the Administrative Agent whether or not such Lender agrees to such extension (each Lender that determines to so extend its Revolving Credit Maturity Date, an “Extending Lender”). Each Lender that determines not to so extend its Revolving Credit Maturity Date may not be extended pursuant to an Extension Request more than once in any 12-month period. Within 10 Business Days after the delivery of such Extension Request (a or such later date as Viacom and the Administrative Agent shall agree) (the “Non-Extending LenderExtension Deadline”) ), each Lender shall notify the Administrative Agent of such fact and Viacom promptly after such determination (but in any event no later than the Extension Deadline) in writing whether or not it consents to such Extension Request (which consent may be given or withheld in such Lender’s sole and absolute discretion) (each Lender Notice Date)agreeing to an Extension Request, an “Extending Lender” and any each Lender that does not so advise the Administrative Agent on or before the Lender Notice Date shall be deemed declining to be agree to an Extension Request, a “Non-Extending Lender”). The election Any Lender with a then-effective Commitment may consent to an Extension Request irrespective of any whether such Lender previously had not been an Extending Lender with respect to agree a previous Extension Request. Any Lender not responding within the above specified time period shall be deemed not to have consented to such extension shall not obligate any other Lender to so agree, and it is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for extension of the Revolving Credit Maturity Date. (c) Extension Request. The Administrative Agent shall promptly notify Viacom and the Borrower Lenders of each Lender’s determination under this Sectionthe Lenders’ responses. (db) The Borrower shall have the right, but shall not be obligated, on or before the applicable Revolving Credit Maturity Date for any Non-Extending Lender to replace such Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more financial institutions that are not Ineligible Institutions (each, an “Additional Commitment Lender”) approved by shall be extended only if the Administrative Agent in accordance with the procedures provided in Section 12.7, each of which Additional Commitment Required Lenders shall have entered into an Assignment and Assumption (in accordance with and subject consented to the restrictions contained in Section 12.6Extension Request. For each such Extension Request, with if so consented to, (i) the Borrower or replacement Revolving Credit Maturity Date, as to Extending Lenders (irrespective of whether such Lender obligated to pay any applicable processing or recordation fee) with such previously had been a Non-Extending Lender), pursuant shall be extended to which the same date in the following year after giving effect to any prior extensions (such Additional Commitment Lenders shall, effective on or before existing Revolving Credit Maturity Date being the “Extension Effective Date”) and (ii) the Revolving Credit Maturity Date for such Non-Extending LenderDate, assume a Revolving Credit Commitment (and, if any such Additional Commitment Lender is already a Lender, its Revolving Credit Commitment shall be in addition to such Lender’s Revolving Credit Commitment hereunder on such date). Prior as to any Non-Extending Lender being replaced by one or more Additional (provided that the Commitment Lenders pursuant hereto, of such Non-Extending Lender may elect, is not assumed in its sole discretion, by giving irrevocable notice thereof to the Administrative Agent and the Borrower (which notice shall set forth such Lender’s new Revolving Credit Maturity Date), 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 accordance with the consent of the Borrower but without the consent of any other Lenders. (eSection 2.26(f) If (and only if) the total of the Revolving Credit Commitments of the Lenders that have agreed to extend their Revolving Credit Maturity Date is more than 50% of the aggregate amount of the Revolving Credit Commitments in effect immediately on or prior to the applicable Extension Effective Date), then, effective as of the applicable Extension Date, [[3890129]] shall remain the Revolving Credit Maturity Date of each in effect for such Non-Extending Lender and of each Additional Commitment prior to the Extension Effective Date. With respect to any previously Non-Extending Lender who is an Extending Lender with respect to a current Extension Request, by giving its consent, such Extending Lender shall be extended to approving an extension of more than one year. (c) In the date event of any such extension, the Commitment of each Non-Extending Lender that is one year after has not been replaced as provided in Section 2.26(f) shall terminate on the Existing Revolving Credit Maturity Date (except thatin effect prior to any such extension, if and the outstanding principal balance of all Loans, accrued and unpaid interest and other fees payable hereunder to such date is not a Business Day, Non-Extending Lender shall become due and payable on such Revolving Credit Maturity Date Date. Thereafter, the aggregate Commitments effective as so extended shall be the next preceding Business Day) and each Additional Commitment Lender shall thereupon become a “Lender” for all purposes of this Agreement and shall be bound by the provisions of this Agreement as a Lender hereunder and shall have the obligations of a Lender hereunder. (f) Notwithstanding the foregoing, (x) no more than two (2) extensions of the such Revolving Credit Maturity Date shall be permitted hereunder deemed equal to the Commitments of the Extending Lenders and the Assuming Lenders in respect of such extension. (yd) any Notwithstanding the foregoing, the extension of any the Revolving Credit Maturity Date pursuant to this Section 2.17 2.26 shall not be effective with respect to any Extending Lender unless: unless (i) there shall exist no Default or Event of Default has occurred and is continuing on the applicable Extension Effective Date and immediately after giving effect thereto; to such extension and (ii) the representations and warranties made by the Borrower contained herein shall be set forth in Article III are true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such Credit Event (Extension Effective Date, except where to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been be true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.26(d), the representations and warranties contained in Sections 3.2, 3.3 and 3.11 shall be deemed to refer to the most recent statements furnished pursuant to Section 5.1. As a condition precedent to each such extension, Viacom shall deliver to the Administrative Agent a certificate of Viacom dated as of the Extension Effective Date signed by a Responsible Officer of Viacom certifying as to compliance with this Section 2.25(d). (e) Notwithstanding anything to the contrary in this Section 2.26, the Revolving Credit Maturity Date may not be extended with respect to any Issuing Lender without the prior written consent of such Issuing Lender (it being understood and agreed that, in the event any Issuing Lender shall not have consented to any such extension, (i) such Issuing Lender shall continue to have all the rights and obligations of an Issuing Lender hereunder through the applicable existing Revolving Credit Maturity Date and thereafter shall have no obligation to issue, amend, extend or renew any Letter of Credit (but shall continue to be entitled to the benefits hereunder as to Letters of Credit issued prior to such time) and (ii) Viacom shall cause the Aggregate LC Exposure attributable to Letters of Credit issued by such Issuing Lender to be zero no later than the day on which such Aggregate LC Exposure 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 Revolving Credit Maturity Date pursuant to this Section 2.26 (and, in any event, no later than such existing Revolving Credit Maturity Date) together with any accrued interest thereon, on the existing Revolving Credit Maturity Date). [[3890129]] (f) If there are any Non-Extending Lenders, Viacom shall have the right to arrange for one or more Extending Lenders or new Lenders that will agree to an extension of the Revolving Credit Maturity Date (each new Lender an “Assuming Lender”) to assume, effective as of the Extension Effective Date, any Non-Extending Lender’s entire Commitment and all of the obligations of such Non-Extending Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Extending Lender; provided however that: (i) all additional cost reimbursements, expense reimbursements and indemnities payable to such Non-Extending Lender, and all other accrued and unpaid amounts owing to such Non-Extending Lender hereunder, as of the effective date of such assignment shall have been paid to such Non-Extending Lender; and (iiiii) with respect to any such Assuming Lender, any applicable processing and recordation fee required under Section 9.4(b) for such assignment shall have been paid, provided further that such Non-Extending Lender’s rights under Sections 2.15, 2.16, 2.20 and 9.5, and its indemnification obligations under Article VII, shall survive such assignment as to matters occurring prior to the date of assignment. At least one Business Day prior to the applicable Extension Effective Date, (x) each such Assuming Lender, if any, shall have delivered to Viacom and the Administrative Agent an Assignment and Acceptance, duly executed by such Assuming Lender, such Non-Extending Lender, Viacom and the Administrative Agent and (y) each such Extending Lender shall have received a certificate from delivered confirmation in writing satisfactory to Viacom and the Borrower signed by an Authorized Officer Administrative Agent as to the increase in the amount of its Commitment. Upon the Borrower (A) certifying the accuracy payment or prepayment of the foregoing all amounts referred to in clauses (i) and (ii) above, each such Assuming Lender, as of the Extension Effective Date, will be substituted for such Non-Extending Lender under this Agreement and (B) certifying shall become a Lender for all purposes of this Agreement with the rights and attaching obligations of a Lender hereunder, without any further acknowledgment by or the resolutions adopted consent of the other Lenders, and the obligations of each such Non-Extending Lender hereunder shall, by the Borrower approving or consenting to such extensionprovisions hereof, be released and discharged. (g) On In connection with any extension of the Revolving Credit Maturity Date of each Non-Extending Lender, (i) the Revolving Credit Commitment of each Non-Extending Lender shall automatically terminate and (ii) the Borrower shall repay such Non-Extending Lender in accordance with Section 2.5 (and shall pay to such Non-Extending Lender all of the other obligations owing to it under this Agreement) and after giving effect thereto shall prepay any Revolving Credit Loans outstanding on such date (and pay any additional amounts required pursuant to Section 2.11) to the extent necessary to keep outstanding Revolving Credit Loans ratable with any revised Revolving Credit Commitment Percentage of the respective Lenders effective as of such date2.26, and the Administrative Agent shall administer and Viacom may, without the consent of any Lender or Issuing Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary reallocation or appropriate, in the opinion of the Revolving Credit Exposures (without regard Administrative Agent and Viacom, to any minimum borrowing, pro rata borrowing and/or pro rata payment requirements contained elsewhere in this Agreement). (h) This Section shall supersede any provisions in Section 2.7 or Section 12.1 give effect to the contraryprovisions of this Section 2.26.

Extension of Revolving Credit Maturity Date. (a) The Borrower may at any time and from time to time not more than ninety (90) days and not less than thirty (30) days prior to any anniversary of the Closing Datetime, by notice to the Administrative Agent, request one-year extensions of the Revolving Credit Maturity Date; provided that (i) any such notice shall be delivered to the Administrative Agent not fewer than 45 days prior to the then effective Revolving Credit Maturity Date, (who ii) no Default shall have occurred and be continuing as of the date of such request and (iii) the Borrower shall have satisfied the condition under Section 4.01(b) as of the date of, and with respect to, such extension as if such date is the date of a Credit Event. Upon receipt of any such notice, the Administrative Agent shall promptly notify the Lenders) not later than 10 Business Days (or each Revolving Credit Lender thereof. Each Revolving Credit Lender shall respond to such shorter period as the Administrative Agent may agree request in its reasonable discretion) prior to the date on which the Lenders are requested writing within 30 days after such request, and any failure of a Revolving Credit Lender to respond thereto (each shall be deemed a denial of such daterequest. If the Required Revolving Lenders agree to such extension, a “Lender Notice Date”), request that each Lender extend such Lender’s the then effective Revolving Credit Maturity Date shall be extended for a one-year period subject, with respect to any Non-Extending Lender, to the date (each such date, an “Extension Date”) that is one year after the Revolving Credit Maturity Date then in effect for such Lender (the “Existing Revolving Credit Maturity Date”provisions of Section 2.27(b). (b) Each If any Revolving Credit Lender does not consent to any extension request pursuant to Section 2.27(a) (each such Lender, acting in its sole and individual discretion, shall, by notice to the Administrative Agent given not later than the applicable Lender Notice Date, advise the Administrative Agent whether or not such Lender agrees to such extension (each Lender that determines to so extend its Revolving Credit Maturity Date, an “Extending Lender”). Each Lender that determines not to so extend its Revolving Credit Maturity Date (a “Non-Extending Lender”) shall notify but the Administrative Agent of such fact promptly after such determination (but in any event no later than the Lender Notice Date), and any Lender that does not so advise the Administrative Agent on or before the Lender Notice Date shall be deemed to be a Non-Extending Lender. The election of any Lender to Required Revolving Lenders agree to such extension shall not obligate any other Lender to so agree(each such Lender, and it is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by an “Extending Lender”), then (i) the Borrower for extension of the Revolving Credit Maturity Date. (c) The Administrative Agent shall promptly notify the Borrower of each Lender’s determination under this Section. (d) The Borrower shall have the right, but shall not be obligated, on or before the applicable then effective Revolving Credit Maturity Date for any each Extending Lender shall be extended for a one-year period and (ii) the Revolving Credit Commitments of each Non-Extending Lender to replace such Non-Extending Lender withshall, and add as “Lenders” under this Agreement in place thereof, one or more financial institutions that are not Ineligible Institutions (each, an “Additional Commitment Lender”) approved by the Administrative Agent in accordance with the procedures provided in Section 12.7, each of which Additional Commitment Lenders shall have entered into an Assignment and Assumption (in accordance with and subject to the restrictions contained in terms of Section 12.62.21, with the Borrower or replacement Lender obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Commitment Lenders shall, effective on or before continue until the Revolving Credit Maturity Date for such Non-Extending Lender, assume a Revolving Credit Commitment (and, if any such Additional Commitment Lender is already a Lender, its Revolving Credit Commitment shall be in addition effect prior to such Lender’s Revolving Credit Commitment hereunder on such date). Prior to any Non-Extending Lender being replaced by one or more Additional Commitment Lenders pursuant heretoextension. (c) Notwithstanding the terms of Section 9.08, such Non-Extending Lender may elect, in its sole discretion, by giving irrevocable notice thereof to the Borrower and the Administrative Agent and the Borrower shall be entitled (which notice shall set forth such Lender’s new Revolving Credit Maturity Date), 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 Revolving Credit Commitments of the Lenders that have agreed to extend their Revolving Credit Maturity Date is more than 50% of the aggregate amount of the Revolving Credit Commitments in effect immediately prior except to the applicable Extension Date, then, effective as of the applicable Extension Date, the Revolving Credit Maturity Date of each Extending Lender and of each Additional Commitment Lender shall be extended extent required under subsection (b) above) to the date that is one year after the Existing Revolving Credit Maturity Date (except that, if such date is not a Business Day, such Revolving Credit 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 enter into any amendments to this Agreement and shall be bound by that the provisions of this Agreement as a Lender hereunder and shall have Administrative Agent believes are necessary to appropriately reflect, or provide for the obligations of a Lender hereunder. (f) Notwithstanding the foregoingintegration of, (x) no more than two (2) extensions of the Revolving Credit Maturity Date shall be permitted hereunder and (y) any extension of any a Revolving Credit Maturity Date pursuant to this Section 2.17 shall not be 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 with the same effect as though such representations and warranties had been made on and as of the date of such Credit Event (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 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 extension2.27. (g) On the Revolving Credit Maturity Date of each Non-Extending Lender, (i) the Revolving Credit Commitment of each Non-Extending Lender shall automatically terminate and (ii) the Borrower shall repay such Non-Extending Lender in accordance with Section 2.5 (and shall pay to such Non-Extending Lender all of the other obligations owing to it under this Agreement) and after giving effect thereto shall prepay any Revolving Credit Loans outstanding on such date (and pay any additional amounts required pursuant to Section 2.11) to the extent necessary to keep outstanding Revolving Credit Loans ratable with any revised Revolving Credit Commitment Percentage of the respective Lenders effective as of such date, and the Administrative Agent shall administer any necessary reallocation of the Revolving Credit Exposures (without regard to any minimum borrowing, pro rata borrowing and/or pro rata payment requirements contained elsewhere in this Agreement). (h) This Section shall supersede any provisions in Section 2.7 or Section 12.1 to the contrary.

Extension of Revolving Credit Maturity Date. (a) The Provided that no Default or Event of Default has occurred and is continuing, the Borrower may at any time from time to time not more than ninety (90) days and not less than thirty (30) days prior to any anniversary of the Closing Datemay, by written notice to the Administrative Agent (who with sufficient copies for each Lender) (which notice shall promptly notify the Lenders) be irrevocable and which shall not later than 10 Business Days (or such shorter period as the Administrative Agent may agree in its reasonable discretionbe deemed effective unless actually received by Agent) prior to May 31, but not before April 1, of each fiscal year (beginning with the date on which the Lenders are requested to respond thereto (each such datefiscal year ending December 31, a “Lender Notice Date”2012), request that each Lender the Lenders extend such Lender’s the then applicable Revolving Credit Maturity Date to the a date (each such date, an “Extension Date”) that is one year after later than the Revolving Credit Maturity Date then in effect for such Lender (the “Existing Revolving Credit Maturity Date”). (b) Each Lender, acting in its sole and individual discretion, shall, by notice to the Administrative Agent given not later than the applicable Lender Notice Date, advise the Administrative Agent whether or not such Lender agrees to such extension (each Lender that determines to so extend its Revolving Credit Maturity Datesuch request, an a “Extending LenderRequest”). Each Lender that determines shall, not to so extend its Revolving Credit Maturity Date (a “Non-Extending Lender”) shall notify the Administrative Agent of such fact promptly after such determination (but in any event no later than four weeks after the Lender Notice Date)date such notice is given by Borrower to Agent, and any Lender that does not so advise the Administrative Agent on or before the Lender Notice 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 so agree, and it is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for extension of the Revolving Credit Maturity Date. (c) The Administrative Agent shall promptly notify the Borrower of each Lender’s determination under this Section. (d) The Borrower shall have the right, but shall not be obligated, on or before the applicable Revolving Credit Maturity Date for any Non-Extending Lender to replace such Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more financial institutions that are not Ineligible Institutions (each, an “Additional Commitment Lender”) approved by the Administrative Agent in accordance with the procedures provided in Section 12.7, each of which Additional Commitment Lenders shall have entered into an Assignment and Assumption (in accordance with and subject give written notice to the restrictions contained in Section 12.6, with the Borrower or replacement Agent stating whether such Lender obligated is willing to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Commitment Lenders shall, effective on or before extend the Revolving Credit Maturity Date for as requested. If Agent has received the aforesaid written approvals of such Non-Extending Lender, assume a Revolving Credit Commitment (and, if any such Additional Commitment Lender is already a Lender, its Revolving Credit Commitment shall be in addition to such Lender’s Revolving Credit Commitment hereunder on such date). Prior to any Non-Extending Lender being replaced by one or more Additional Commitment Lenders pursuant hereto, such Non-Extending Lender may elect, in its sole discretion, by giving irrevocable notice thereof to the Administrative Agent and the Borrower (which notice shall set forth such Lender’s new Revolving Credit Maturity Date), 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 Request from each of the Borrower but without the consent of any other Lenders. (e) If (and only if) the total of the Revolving Credit Commitments of the Lenders that have agreed to extend their Revolving Credit Maturity Date is more than 50% of the aggregate amount of the Revolving Credit Commitments in effect immediately prior to the applicable Extension Date, then, effective as of the applicable Extension Date, the Revolving Credit Maturity Date of each Extending Lender and of each Additional Commitment Lender shall be extended to upon the date that is one year after of Agent’s receipt of all such written approvals from the Existing Revolving Credit Maturity Date (except thatLenders, if such date is not a Business Dayas aforesaid, such Revolving Credit 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 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) no more than two (2) extensions of the Revolving Credit Maturity Date shall be permitted hereunder and (y) any extension of any so extended for an additional one year period, the term Revolving Credit Maturity Date pursuant to this Section 2.17 shall not be effective with respect to any Extending Lender unless:mean such extended date and Agent shall promptly notify the Borrower that such extension has occurred. (b) If (i) there shall exist no Default or Event of Default on any Lender gives 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 with the same effect as though such representations and warranties had been made on and as of the date of such Credit Event (except where such representations and warranties expressly relate Agent written notice that it is unwilling to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects 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) On extend the Revolving Credit Maturity Date as requested or (ii) any Lender fails to provide written approval to Agent of each Non-Extending Lendersuch a Request on or before four weeks after the date such notice is given by Borrower to Agent, then (iw) the Lenders shall be deemed to have declined to extend the Revolving Credit Commitment Maturity Date, (x) the then-current Revolving Credit Maturity Date shall remain in effect (with no further right on the part of each Non-Extending Lender shall automatically terminate Borrower to request extensions thereof under this Section 2.14), and (iiy) the Borrower shall repay such Non-Extending Lender in accordance with Section 2.5 (and shall pay to such Non-Extending Lender all commitments of the other obligations owing Lenders to it under this Agreement) and after giving effect thereto shall prepay any Revolving Credit Loans outstanding on such date (and pay any additional amounts required pursuant to Section 2.11) to the extent necessary to keep outstanding Revolving Credit Loans ratable with any revised Revolving Credit Commitment Percentage of the respective Lenders effective as of such date, and the Administrative Agent shall administer any necessary reallocation make Advances of the Revolving Credit Exposures (without regard to any minimum borrowinghereunder shall terminate on the Revolving Credit Maturity Date then in effect, pro rata borrowing and/or pro rata payment requirements contained elsewhere in this Agreement)and Agent shall promptly notify the Borrower thereof. (h) This Section shall supersede any provisions in Section 2.7 or Section 12.1 to the contrary.

Extension of Revolving Credit Maturity Date. (a) The Borrower may at any time from time to time not more than ninety (90) days and not less than thirty (30) days prior to any anniversary of the Closing Date, by notice to the Administrative Agent (who shall promptly notify the Lenders) not later than 10 Business Days (or such shorter period as the Administrative Agent may agree in its reasonable discretion) prior to the date on which the Lenders are requested to respond thereto (each such date, a “Lender Notice Date”), request that each Lender extend such Lender’s Revolving Credit Maturity Date may be extended for successive one year periods at the request of the Borrower with the express consent of each Lender as provided below. Not later than the date 90 days prior to each Anniversary Date, the Borrower shall, at its option, in a written notice to the date Agent request (each such date, an “"Extension Date”Request") that is one year after the Revolving Credit Maturity Date then in effect be extended for a period of one year. The Agent shall promptly inform the Lenders of such Extension Request. Each Lender (the “Existing Revolving Credit Maturity Date”). (b) Each Lender, acting in its sole and individual discretion, shall, by notice that agrees with such Extension Request shall deliver to the Administrative Agent given its express written consent thereto no later than 60 days prior to such Anniversary Date. If (i) any Lender notifies the Agent in writing on or before the 60th day prior to such Anniversary Date that it will not consent to such Extension Request or (ii) all of the Lenders have not in writing expressly consented to any such Extension Request as provided in the preceding sentence, then the Agent shall so notify the Borrower and the Borrower, at its option, may replace each Lender which has not agreed to such Extension Request (a "Nonextending Lender") with another commercial lending institution reasonably satisfactory to the Agent (a "Replacement Lender") by giving notice (not later than the applicable date 30 days prior to such Anniversary Date) of the name of such Replacement Lender Notice to the Agent. Unless the Agent shall object to the identity of such proposed Replacement Lender prior to the date 20 days prior to such Anniversary Date, advise upon notice from the Administrative Agent whether or not such Agent, each Nonextending Lender agrees to such extension (each Lender that determines to so extend its Revolving Credit Maturity Date, an “Extending Lender”). Each Lender that determines not to so extend its Revolving Credit Maturity Date (a “Non-Extending Lender”) shall notify the Administrative Agent of such fact promptly after such determination (but in any no event no later than the Lender Notice such Anniversary Date), and any Lender that does not so advise the Administrative Agent on or before the Lender Notice Date shall be deemed to be a Non-Extending Lender. The election ) assign all of any Lender to agree its interests hereunder to such extension shall not obligate any other Replacement Lender to so agree, and it is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for extension of the Revolving Credit Maturity Date. (c) The Administrative Agent shall promptly notify the Borrower of each Lender’s determination under this Section. (d) The Borrower shall have the right, but shall not be obligated, on or before the applicable Revolving Credit Maturity Date for any Non-Extending Lender to replace such Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more financial institutions that are not Ineligible Institutions (each, an “Additional Commitment Lender”) approved by the Administrative Agent in accordance with the procedures provided in provisions of Section 12.710.14(c) hereof. If, prior to such Anniversary Date some, but not all, of the Lenders have agreed to such Extension Request, and each of which Additional Commitment Lenders shall have entered into an Assignment and Assumption (Nonextending Lender has not been replaced by the Borrower in accordance with and subject to the restrictions contained in terms of this Section 12.6, with the Borrower or replacement Lender obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Commitment Lenders shall, effective on or before the Revolving Credit Maturity Date for such Non-Extending Lender, assume a Revolving Credit Commitment (and, if any such Additional Commitment Lender is already a Lender, its Revolving Credit Commitment shall be in addition to such Lender’s Revolving Credit Commitment hereunder on such date). Prior to any Non-Extending Lender being replaced by one or more Additional Commitment Lenders pursuant hereto, such Non-Extending Lender may elect, in its sole discretion, by giving irrevocable notice thereof to the Administrative Agent and the Borrower (which notice shall set forth such Lender’s new Revolving Credit Maturity Date2.01(e), 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 Revolving Credit Commitments of the Lenders that have agreed to extend their Revolving Credit Maturity Date is more than 50% of the aggregate amount of the Revolving Credit Commitments in effect immediately prior to the applicable Extension Date, then, effective as of the applicable Extension Date, the Revolving Credit Maturity Date of each Extending Lender and of each Additional Commitment Lender shall be extended to the date that is one year after the Existing Revolving Credit Maturity Date (except that, if such date is not a Business Day, such Revolving Credit 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 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) no more than two (2) extensions of the Revolving Credit Maturity Date shall be permitted hereunder and (y) any extension of any extended in accordance with such Extension Request; provided, however, that on the original Revolving Credit Maturity Date pursuant (as such date may have been previously extended), the Commitment of each Nonextending Lender shall be terminated, the Borrower shall pay to this Section 2.17 the Agent for the account of such Nonextending Lender such Nonextending Lender's Pro Rata share of the principal of and interest on all outstanding Revolving Credit Loans and Letter of Credit Reimbursement Obligations, and the total Revolving Credit Commitment shall not be effective with respect irrevocably reduced by an amount equal to the aggregate Commitments of all Nonextending Lenders. If all Lenders consent to any Extending Lender unless: such Extension Request (i) there shall exist no Default or Event or, if any Nonextending Lenders are replaced in accordance with this Section), then as of Default 5:00 p.m. Pittsburgh time on the applicable Extension Anniversary 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 with the same effect as though such representations and warranties had been made on and as of the date of such Credit Event (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 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) On the Revolving Credit Maturity Date of each Non-Extending Lendershall be deemed to have been extended for, (i) and shall be the date, one year after the then effective Revolving Credit Commitment of each Non-Extending Lender shall automatically terminate and Maturity Date (ii) the Borrower shall repay such Non-Extending Lender in accordance with Section 2.5 (and shall pay to such Non-Extending Lender all of the other obligations owing to it under this Agreement) and after giving effect thereto shall prepay any Revolving Credit Loans outstanding on as such date (and pay any additional amounts required may have been previously extended pursuant to Section 2.11) to the extent necessary to keep outstanding Revolving Credit Loans ratable with any revised Revolving Credit Commitment Percentage of the respective Lenders effective as of such date, and the Administrative Agent shall administer any necessary reallocation of the Revolving Credit Exposures (without regard to any minimum borrowing, pro rata borrowing and/or pro rata payment requirements contained elsewhere in this AgreementSection). (h) This Section shall supersede any provisions in Section 2.7 or Section 12.1 to the contrary.

Extension of Revolving Credit Maturity Date. (a) The Borrower may at any time from time to time not more than ninety (90) days Provided that no Default or Event of Default has occurred and not less than thirty (30) days prior to any anniversary of the Closing Dateis continuing, Borrowers may, by written notice to the Administrative Agent (who with sufficient copies for each Bank) (which notice shall promptly notify the Lenders) be irrevocable and which shall not later than 10 Business Days (or such shorter period as the Administrative Agent may agree in its reasonable discretionbe deemed effective unless actually received by Agent) prior to the date on which the Lenders are requested to respond thereto (July 1, but not before June 1 of each such date, a “Lender Notice Date”)year beginning in 2000, request that each Lender the Banks extend such Lender’s the then applicable Revolving Credit Maturity Date to the a date (each such date, an “Extension Date”) that is one year after later than the Revolving Credit Maturity Date then in effect for (each such Lender (the “Existing Revolving Credit Maturity Date”request, a "Request"). (b) . Each Lender, acting in its sole and individual discretion, Bank shall, by not later than July 30 of such year, give written notice to the Administrative Agent given not later than the applicable Lender Notice Date, advise the Administrative Agent stating whether or not such Lender agrees Bank is willing to such extension (each Lender that determines to so extend its Revolving Credit Maturity Date, an “Extending Lender”). Each Lender that determines not to so extend its Revolving Credit Maturity Date (a “Non-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), and any Lender that does not so advise the Administrative Agent on or before the Lender Notice 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 so agree, and it is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for extension of the Revolving Credit Maturity Date. (c) The Administrative Agent shall promptly notify the Borrower of each Lender’s determination under this Section. (d) The Borrower shall have the right, but shall not be obligated, on or before the applicable Revolving Credit Maturity Date for any Non-Extending Lender to replace such Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more financial institutions that are not Ineligible Institutions (each, an “Additional Commitment Lender”) approved by the Administrative Agent in accordance with the procedures provided in Section 12.7, each of which Additional Commitment Lenders shall have entered into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 12.6, with the Borrower or replacement Lender obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Commitment Lenders shall, effective on or before the Revolving Credit Maturity Date for as requested. If Agent has received the aforesaid written approvals of such Non-Extending Lender, assume a Revolving Credit Commitment (and, if any such Additional Commitment Lender is already a Lender, its Revolving Credit Commitment shall be in addition to such Lender’s Revolving Credit Commitment hereunder on such date). Prior to any Non-Extending Lender being replaced by one or more Additional Commitment Lenders pursuant hereto, such Non-Extending Lender may elect, in its sole discretion, by giving irrevocable notice thereof to the Administrative Agent and the Borrower (which notice shall set forth such Lender’s new Revolving Credit Maturity Date), 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 Request from each of the Borrower but without the consent of any other Lenders. (e) If (and only if) the total of the Revolving Credit Commitments of the Lenders that have agreed to extend their Revolving Credit Maturity Date is more than 50% of the aggregate amount of the Revolving Credit Commitments in effect immediately prior to the applicable Extension DateBanks, then, effective as of the applicable Extension Date, the Revolving Credit Maturity Date of each Extending Lender and of each Additional Commitment Lender shall be extended to upon the date that is one year after of Agent's receipt of all such written approvals from the Existing Revolving Credit Maturity Date (except thatBanks, if such date is not a Business Dayas aforesaid, such Revolving Credit 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 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) no more than two (2) extensions of the Revolving Credit Maturity Date shall be permitted hereunder and (y) any extension of any so extended for such additional one year period, the term Revolving Credit Maturity Date pursuant to this Section 2.17 shall not be effective with respect to any Extending Lender unless:mean such extended date and Agent shall promptly notify the Borrowers that such extension has occurred. (b) If (i) there shall exist no Default or Event of Default on any Bank gives 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 with the same effect as though such representations and warranties had been made on and as of the date of such Credit Event (except where such representations and warranties expressly relate Agent written notice that it is unwilling to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects 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) On extend the Revolving Credit Maturity Date as requested or (ii) any Bank fails to provide written approval to Agent of each Non-Extending Lendersuch a Request on or before July 30 of such year, then (iw) the Banks shall be deemed to have declined to extend the Revolving Credit Commitment Maturity Date, (x) the then-current Revolving Credit Maturity Date shall remain in effect (with no further right on the part of each Non-Extending Lender shall automatically terminate Borrowers to request extensions thereof under this Section 2.15), and (iiy) the Borrower shall repay such Non-Extending Lender in accordance with Section 2.5 (and shall pay to such Non-Extending Lender all of the other obligations owing to it under this Agreement) and after giving effect thereto shall prepay any Revolving Credit Loans outstanding on such date (and pay any additional amounts required pursuant to Section 2.11) to the extent necessary to keep outstanding Revolving Credit Loans ratable with any revised Revolving Credit Commitment Percentage of the respective Lenders effective as of such date, and the Administrative Agent shall administer any necessary reallocation commitments of the Revolving Credit Exposures (without regard Banks to any minimum borrowingmake Advances of the Revolving Credit hereunder shall terminate on the Revolving Credit Maturity Date then in effect, pro rata borrowing and/or pro rata payment requirements contained elsewhere in this Agreement)and Agent shall promptly notify Borrowers thereof. (h) This Section shall supersede any provisions in Section 2.7 or Section 12.1 to the contrary.

Extension of Revolving Credit Maturity Date. (a) The Borrower may at any time from time to time not more than ninety (90) days Provided that no Default or Event of Default has occurred and not less than thirty (30) days prior to any anniversary of the Closing Dateis continuing, Company may, by written notice to the Administrative Agent (who with sufficient copies for each Bank) (which notice shall promptly notify the Lenders) be irrevocable and which shall not later than 10 Business Days (or such shorter period as the Administrative Agent may agree in its reasonable discretionbe deemed effective unless actually received by Agent) prior to May 1st, but not before April 1st, of fiscal years 1998 and/or 1999, as the date on which the Lenders are requested to respond thereto (each such date, a “Lender Notice Date”)case may be, request that each Lender the Banks extend such Lender’s the then applicable Revolving Credit Maturity Date to the a date (each such date, an “Extension Date”) that is one year after later than the Revolving Credit Maturity Date then in effect for (each such Lender (the “Existing Revolving Credit Maturity Date”request, a "Request"). (b) . Each Lender, acting in its sole and individual discretion, Bank shall, by not later than thirty (30) calendar days following the date of its receipt of the Request, give written notice to the Administrative Agent given not later than the applicable Lender Notice Date, advise the Administrative Agent stating whether or not such Lender agrees Bank is willing to such extension (each Lender that determines to so extend its Revolving Credit Maturity Date, an “Extending Lender”). Each Lender that determines not to so extend its Revolving Credit Maturity Date (a “Non-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), and any Lender that does not so advise the Administrative Agent on or before the Lender Notice 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 so agree, and it is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for extension of the Revolving Credit Maturity Date. (c) The Administrative Agent shall promptly notify the Borrower of each Lender’s determination under this Section. (d) The Borrower shall have the right, but shall not be obligated, on or before the applicable Revolving Credit Maturity Date for any Non-Extending Lender to replace such Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more financial institutions that are not Ineligible Institutions (each, an “Additional Commitment Lender”) approved by the Administrative Agent in accordance with the procedures provided in Section 12.7, each of which Additional Commitment Lenders shall have entered into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 12.6, with the Borrower or replacement Lender obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Commitment Lenders shall, effective on or before the Revolving Credit Maturity Date for as requested. If Agent has received the aforesaid written approvals of such Non-Extending Lender, assume a Revolving Credit Commitment (and, if any such Additional Commitment Lender is already a Lender, its Revolving Credit Commitment shall be in addition to such Lender’s Revolving Credit Commitment hereunder on such date). Prior to any Non-Extending Lender being replaced by one or more Additional Commitment Lenders pursuant hereto, such Non-Extending Lender may elect, in its sole discretion, by giving irrevocable notice thereof to the Administrative Agent and the Borrower (which notice shall set forth such Lender’s new Revolving Credit Maturity Date), 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 Request from each of the Borrower but without the consent of any other Lenders. (e) If (and only if) the total of the Revolving Credit Commitments of the Lenders that have agreed to extend their Revolving Credit Maturity Date is more than 50% of the aggregate amount of the Revolving Credit Commitments in effect immediately prior to the applicable Extension DateBanks, then, effective as of the applicable Extension Date, the Revolving Credit Maturity Date of each Extending Lender and of each Additional Commitment Lender shall be extended to upon the date that is one year after of Agent's receipt of all such written approvals from the Existing Revolving Credit Maturity Date (except thatBanks, if such date is not a Business Dayas aforesaid, such Revolving Credit 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 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) no more than two (2) extensions of the Revolving Credit Maturity Date shall be permitted hereunder and (y) any extension of any so extended for an additional one year period, the term Revolving Credit Maturity Date pursuant to this Section 2.17 shall not mean such extended date and Agent shall promptly notify the Company that such extension has occurred. In no event however, shall the Revolving Credit Maturity Date be effective with respect to any Extending Lender unless:extended beyond November 27, 2001. (b) If (i) there shall exist no Default any Bank gives the Agent written notice that it is unwilling to extend the Revolving Credit Maturity Date as requested 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 with the same effect as though any Bank fails to provide written approval to Agent of such representations and warranties had been made on and as a Request within thirty (30) calendar days of the date of such Credit Event Bank's receipt of the Request, then (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 as of such earlier date); and (iiiw) the Administrative Agent Banks shall be deemed to have received a certificate from declined to extend the Borrower signed by an Authorized Officer Revolving Credit Maturity Date, (x) the then-current Revolving Credit Maturity Date shall remain in effect (with no further right on the part of Company to request extensions thereof under this Section 2.9), and (y) the commitments of the Borrower (A) certifying the accuracy Banks to make Advances 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) On Revolving Credit hereunder shall terminate on the Revolving Credit Maturity Date of each Non-Extending Lender, (i) the Revolving Credit Commitment of each Non-Extending Lender shall automatically terminate and (ii) the Borrower shall repay such Non-Extending Lender then in accordance with Section 2.5 (and shall pay to such Non-Extending Lender all of the other obligations owing to it under this Agreement) and after giving effect thereto shall prepay any Revolving Credit Loans outstanding on such date (and pay any additional amounts required pursuant to Section 2.11) to the extent necessary to keep outstanding Revolving Credit Loans ratable with any revised Revolving Credit Commitment Percentage of the respective Lenders effective as of such dateeffect, and the Administrative Agent shall administer any necessary reallocation of the Revolving Credit Exposures (without regard to any minimum borrowing, pro rata borrowing and/or pro rata payment requirements contained elsewhere in this Agreement)promptly notify Company thereof. (h) This Section shall supersede any provisions in Section 2.7 or Section 12.1 to the contrary.

Extension of Revolving Credit Maturity Date. (a) The Borrower may at any time from time to time not more than ninety (90) days Provided that no Event of Default has occurred and not less than thirty (30) days prior to any anniversary of the Closing Dateis continuing, Company may, by written notice to the Administrative Agent and each Bank (who which notice shall promptly notify the Lenders) be irrevocable and which shall not later than 10 Business Days (or such shorter period as the Administrative be deemed effective unless actually received by Agent may agree in its reasonable discretionand each Bank) prior to the date on which the Lenders are requested to respond thereto March 1, but not before April 1, of each year (each such date, a “Lender Notice Date”commencing with calendar year 1998), request that each Lender the Banks extend such Lender’s the then applicable Revolving Credit Maturity Date to the a date (each such date, an “Extension Date”) that is one year after later than the Revolving Credit Maturity Date then in effect (each such request, a "Request"). Company shall deliver with each Request Consolidated financial projections for such Lender (the “Existing Revolving Credit Maturity Date”). (b) current and the following two fiscal years, including income statements and balance sheets. Each Lender, acting in its sole and individual discretion, Bank shall, by not later than forty-five (45) calendar days following the date of its receipt of the Request, give written notice to the Administrative Agent given not later than the applicable Lender Notice Date, advise the Administrative Agent stating whether or not such Lender agrees Bank is willing to such extension (each Lender that determines to so extend its Revolving Credit Maturity Date, an “Extending Lender”). Each Lender that determines not to so extend its Revolving Credit Maturity Date (a “Non-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), and any Lender that does not so advise the Administrative Agent on or before the Lender Notice 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 so agree, and it is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for extension of the Revolving Credit Maturity Date. (c) The Administrative Agent shall promptly notify the Borrower of each Lender’s determination under this Section. (d) The Borrower shall have the right, but shall not be obligated, on or before the applicable Revolving Credit Maturity Date for any Non-Extending Lender to replace such Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more financial institutions that are not Ineligible Institutions (each, an “Additional Commitment Lender”) approved by the Administrative Agent in accordance with the procedures provided in Section 12.7, each of which Additional Commitment Lenders shall have entered into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 12.6, with the Borrower or replacement Lender obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Commitment Lenders shall, effective on or before the Revolving Credit Maturity Date for as requested. If Agent has received the aforesaid written approvals of such Non-Extending Lender, assume a Revolving Credit Commitment (and, if any such Additional Commitment Lender is already a Lender, its Revolving Credit Commitment shall be in addition to such Lender’s Revolving Credit Commitment hereunder on such date). Prior to any Non-Extending Lender being replaced by one or more Additional Commitment Lenders pursuant hereto, such Non-Extending Lender may elect, in its sole discretion, by giving irrevocable notice thereof to the Administrative Agent and the Borrower (which notice shall set forth such Lender’s new Revolving Credit Maturity Date), 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 Request from each of the Borrower but without the consent of any other Lenders. (e) If (and only if) the total of the Revolving Credit Commitments of the Lenders that have agreed to extend their Revolving Credit Maturity Date is more than 50% of the aggregate amount of the Revolving Credit Commitments in effect immediately prior to the applicable Extension DateBanks, then, effective as of the applicable Extension Date, the Revolving Credit Maturity Date of each Extending Lender and of each Additional Commitment Lender shall be extended to upon the date that is one year after of Agent's receipt of all such written approvals from the Existing Revolving Credit Maturity Date (except thatBanks, if such date is not a Business Dayas aforesaid, such Revolving Credit 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 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) no more than two (2) extensions of the Revolving Credit Maturity Date shall be permitted hereunder and (y) any extension of any so extended for an additional one year period, the term Revolving Credit Maturity Date pursuant to this Section 2.17 shall not be effective with respect to any Extending Lender unless: mean such extended date and Agent shall promptly notify the Company and the Banks that such extension has occurred. If (i) there shall exist no Default or Event of Default on any Bank gives 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 with the same effect as though such representations and warranties had been made on and as of the date of such Credit Event (except where such representations and warranties expressly relate Agent written notice that it is unwilling to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects 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) On extend the Revolving Credit Maturity Date as requested or (ii) any Bank fails to provide written approval to Agent of each Nonsuch a Request within forty-Extending Lenderfive (45) calendar days of the date of Agent's receipt of the Request, then (ix) the Banks shall be deemed to have declined to extend the Revolving Credit Commitment Maturity Date, (y) the then-current Revolving Credit Maturity Date shall remain in effect (with no further right on the part of each Non-Extending Lender shall automatically terminate Company to request extensions thereof under this Section 2.14) and (iiz) the Borrower shall repay such Non-Extending Lender in accordance with Section 2.5 (and shall pay to such Non-Extending Lender all commitments of the other obligations owing Banks to it under this Agreement) and after giving effect thereto shall prepay any Revolving Credit Loans outstanding on such date (and pay any additional amounts required pursuant to Section 2.11) to the extent necessary to keep outstanding Revolving Credit Loans ratable with any revised Revolving Credit Commitment Percentage of the respective Lenders effective as of such date, and the Administrative Agent shall administer any necessary reallocation make Advances of the Revolving Credit Exposures (without regard to any minimum borrowinghereunder shall terminate on the Revolving Credit Maturity Date then in effect, pro rata borrowing and/or pro rata payment requirements contained elsewhere in this Agreement)and Agent shall promptly notify Company and the Banks thereof. (h) This Section shall supersede any provisions in Section 2.7 or Section 12.1 to the contrary.

Extension of Revolving Credit Maturity Date. The Revolving Credit Maturity Date may be extended with respect to a Lender for an additional 364 day period with the express written consent of such Lender (ato be at such Lender's sole discretion) The as provided below. If the Borrower may at any time from time desires to time not more extend the Revolving Credit Maturity Date it shall send a request therefor, which shall be made to all Lenders, to the Administrative Agent; provided that the Borrower must, to the extent the Other Credit Agreement is in effect, also request the extension of the "Revolving Credit Maturity Date" under the Other Credit Agreement. No earlier than ninety (90) the date 45 days and not less no later than thirty (30) the date 40 days prior to any anniversary of the Closing DateRevolving Credit Maturity Date the Borrower shall, by at its option, in a written notice to the Administrative Agent (who shall promptly notify the Lenders) not later than 10 Business Days (or such shorter period as the Administrative Agent may agree in its reasonable discretion) prior to the date on which the Lenders are requested to respond thereto (each such date, a “Lender Notice Date”), request that each Lender extend such Lender’s the Revolving Credit Maturity Date be extended for a period of 364 days. The Administrative Agent shall promptly inform the Lenders of such request. Each Lender that agrees with such request shall deliver to the Administrative Agent its express written consent thereto no earlier than the date 30 days and no later than the date 27 days prior to the Revolving Credit Maturity Date. If the aggregate amount of (each such date, an “Extension Date”i) that is one year after the Revolving Credit Commitment Amount of the Lenders so consented and (ii) the Revolving Credit Commitment Amount to be assumed by the Replacement Lenders or the existing Lenders (as provided below) equals or exceeds 85% of the Total Revolving Credit Commitment in effect as of the 10th day prior to the Revolving Credit Maturity Date then in effect for such Lender (the “Existing Revolving Credit Maturity Date”). (b) Each Lendereffect, acting in its sole and individual discretionthen, shall, by notice with respect to the Administrative Agent given not later than the applicable Lender Notice Date, advise the Administrative Agent whether or not such Lender agrees to such extension (each Lender that determines which has consented to so extend its Revolving Credit Maturity Date, an “Extending Lender”). Each Lender that determines not to so extend its Revolving Credit Maturity Date (a “Non-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), and any Lender that does not so advise the Administrative Agent on or before the Lender Notice 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 so agree, and it is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for extension of the Revolving Credit Maturity Date. (c) The Administrative Agent shall promptly notify the Borrower of each Lender’s determination under this Section. (d) The Borrower shall have the right, but shall not be obligated, on or before the applicable Revolving Credit Maturity Date for any Non-Extending Lender to replace such Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more financial institutions that are not Ineligible Institutions (each, an “Additional Commitment Lender”) approved by the Administrative Agent in accordance with the procedures provided in Section 12.7, each of which Additional Commitment Lenders shall have entered into an Assignment the immediately preceding sentence and Assumption (in accordance with and subject respect to the restrictions contained in Section 12.6Replacement Lenders, with the Borrower or replacement Lender obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Commitment Lenders shall, effective on or before the Revolving Credit Maturity Date for such Non-Extending Lender, assume a Revolving Credit Commitment (and, if any such Additional Commitment Lender is already a Lender, its Revolving Credit Commitment shall be in addition to such Lender’s Revolving Credit Commitment hereunder on such date). Prior to any Non-Extending Lender being replaced by one or more Additional Commitment Lenders pursuant hereto, such Non-Extending Lender may elect, in its sole discretion, by giving irrevocable notice thereof to the Administrative Agent and the Borrower (which notice shall set forth such Lender’s new Revolving Credit Maturity Date), 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 Revolving Credit Commitments of the Lenders that have agreed to extend their Revolving Credit Maturity Date is more than 50% of the aggregate amount of the Revolving Credit Commitments in effect immediately prior to the applicable Extension Date, then, effective as of the applicable Extension Date, the Revolving Credit Maturity Date of each Extending Lender and of each Additional Commitment Lender shall be extended to the date that is one year after the Existing Revolving Credit Maturity Date (except that, if such date is not a Business Day, such Revolving Credit 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 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) no more than two (2) extensions of the Revolving Credit Maturity Date shall be permitted hereunder extended for, and (y) shall thereafter be the date, 364 days after the then effective Revolving Credit Maturity Date. If any extension of any Lender notifies the Administrative Agent in writing on or before the 27th day prior to such then effective Revolving Credit Maturity Date pursuant that it will not consent to this Section 2.17 such Extension Request or shall not be effective with respect have in writing expressly consented to any Extending Lender unless: (i) there shall exist no Default or Event of Default on such Extension Request as provided in 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 with the same effect as though such representations and warranties had been made on and as of the date of such Credit Event (except where such representations and warranties expressly relate to an earlier datepreceding sentence, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date); and (iii) then the Administrative Agent shall have received so notify the Borrower and the Borrower, at its option, may replace each Nonextending Lender with another commercial lending institution reasonable satisfactory to the Administrative Agent (a certificate "Replacement Lender") and/or with one or more of the existing Lenders by giving notice of the name of such Replacement Lender and/or such existing Lenders to the Administrative Agent by the 15th day prior to the then effective Revolving Credit Maturity Date. Unless either Agent shall object to the identity of such proposed Replacement Lender (in the case of a Replacement Lender) on or before the 10th day prior to the then effective Revolving Credit Maturity Date, upon notice from the Borrower signed Administrative Agent, each Nonextending Lender shall promptly (but in no event later than the close of business on the then effective Revolving Credit Maturity Date) assign all of its interests hereunder to such Replacement Lender and/or such existing Lenders in accordance with the provisions of Section 9.14(c) hereof. Such Replacement Lender shall have a Revolving Credit Commitment and shall have a Revolving Credit Commitment Amount equal to the then most recently effective Revolving Credit Commitment Amount of the related Nonextending Lender (less the amount assumed, if any, by such existing Lenders). To the extent any Nonextending Lender is not replaced with a Replacement Lender or the Revolving Commitment Amount of such Nonextending Lender is not assumed by an Authorized Officer of existing Lender, on the Borrower (A) certifying then effective Revolving Credit Maturity Date the accuracy of the foregoing clauses (i) and (ii) and (B) certifying and attaching the resolutions adopted Total Revolving Credit Commitments shall be reduced by the Borrower approving Revolving Credit Committed Amount of each such Nonext ending Lender which is not so replaced or consenting to such extension. (g) On so assumed. If the Revolving Credit Maturity Date of each Non-Extending Lenderwith respect to a Lender is extended pursuant to this Section 2.17, (i) the Competitive Bid Expiration Date with respect to such Lender shall be deemed to have been extended for, and shall be the date, not more than 364 days after the then effective Competitive Bid Expiration 32 38 Date. To the extent the Other Credit Agreement is in effect, the "Revolving Credit Commitment Amount" of each Non-Extending a Nonextending Lender under the Other Credit Agreement shall automatically terminate and (ii) be replaced or assumed at the Borrower shall repay same percentage by such Non-Extending Replacement Lender in accordance with Section 2.5 (and shall pay to and/or such Non-Extending Lender all of the other obligations owing to it under this Agreement) and after giving effect thereto shall prepay any Revolving Credit Loans outstanding on such date (and pay any additional amounts required pursuant to Section 2.11) to the extent necessary to keep outstanding Revolving Credit Loans ratable with any revised Revolving Credit Commitment Percentage of the respective Lenders effective as of such date, and the Administrative Agent shall administer any necessary reallocation of the Revolving Credit Exposures (without regard to any minimum borrowing, pro rata borrowing and/or pro rata payment requirements contained elsewhere in this Agreement)existing Lenders. (h) This Section shall supersede any provisions in Section 2.7 or Section 12.1 to the contrary.

Extension of Revolving Credit Maturity Date. On and after the first Anniversary Date hereof, the Revolving Credit Maturity Date and the Competitive Bid Expiration Date may be extended for successive one year periods at the request of the Borrower with the express consent of each Lender (ato be at such Lender's sole discretion) The Borrower may at any time from time to time not more as provided below. Not later than ninety (90) days and not less than thirty (30) the date 60 days prior to any anniversary of the Closing each Anniversary Date, by the Borrower shall, at its option, in a written notice to the Administrative Agent request (who shall promptly notify the Lenders) not later than 10 Business Days (or such shorter period as the Administrative Agent may agree in its reasonable discretion) prior to the date on which the Lenders are requested to respond thereto (each such date, a “Lender Notice Date”), request that each Lender extend such Lender’s Revolving Credit Maturity Date to the date (each such date, an “"Extension Date”Request") that is one year after the Revolving Credit Maturity Date then be extended for a period of one year provided that the Borrower must also request, to the extent the Other Credit Agreement is in effect for such Lender (effect, the “Existing extension of the "Revolving Credit Maturity Date”). (b) Each Lender, acting in its sole and individual discretion, shall, by notice to " under the Administrative Agent given not later than the applicable Lender Notice Date, advise the Administrative Agent whether or not such Lender agrees to such extension (each Lender that determines to so extend its Revolving Other Credit Maturity Date, an “Extending Lender”)Agreement. Each Lender that determines not to so extend its Revolving Credit Maturity Date (a “Non-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), and any Lender that does not so advise the Administrative Agent on or before the Lender Notice 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 so agree, and it is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for extension of the Revolving Credit Maturity Date. (c) The Administrative Agent shall promptly notify inform the Borrower Lenders of each Lender’s determination under this Section. such Extension Request. Each Lender that agrees with such Extension Request shall deliver to the Administrative Agent its express written consent thereto no later than such Anniversary Date. If (di) The Borrower shall have the right, but shall not be obligated, on or before the applicable Revolving Credit Maturity Date for any Non-Extending Lender to replace such Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more financial institutions that are not Ineligible Institutions (each, an “Additional Commitment Lender”) approved by notifies the Administrative Agent in accordance with writing prior to such Anniversary Date that it will not consent to such Extension Request or (ii) all of the procedures Lenders have not in writing expressly consented to any such Extension Request as provided in Section 12.7the preceding sentence, each of which Additional Commitment Lenders then the Administrative Agent shall have entered into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 12.6, with so notify the Borrower or replacement and the Borrower, at its option, may replace each Lender obligated which has not agreed to pay any applicable processing or recordation feesuch Extension Request (a "Nonextending Lender") with such Non-Extending Lender, pursuant to which such Additional Commitment Lenders shall, effective on or before the Revolving Credit Maturity Date for such Non-Extending Lender, assume a Revolving Credit Commitment (and, if any such Additional Commitment Lender is already a Lender, its Revolving Credit Commitment shall be in addition to such Lender’s Revolving Credit Commitment hereunder on such date). Prior to any Non-Extending Lender being replaced by one or more Additional Commitment Lenders pursuant hereto, such Non-Extending Lender may elect, in its sole discretion, by giving irrevocable notice thereof another commercial lending institution reasonably satisfactory to the Administrative Agent and the Borrower LC Issuer (which a "Replacement Lender") and/or with one or more existing Lenders by giving (not later than 160 days after such Anniversary Date) notice shall set forth of the name of such Lender’s new Revolving Credit Maturity Date), Replacement Lender or such existing Lenders to become an Extending Lenderthe Administrative Agent. The Unless the Administrative Agent may effect or the LC Issuer shall object to the identity of such amendments to this Agreement as are reasonably necessary to provide for any such extensions with proposed Replacement Lender (in the consent case of the Borrower but without the consent of any other Lenders. (ea Replacement Lender) If (and only if) the total of the Revolving Credit Commitments of the Lenders that have agreed to extend their Revolving Credit Maturity Date is more than 50% of the aggregate amount of the Revolving Credit Commitments in effect immediately prior to the applicable Extension date 170 days after such Anniversary Date, thenupon notice from the Administrative Agent, effective each Nonextending Lender shall promptly (but in no event later than the date which is 180 days after such Anniversary Date) assign all of its interests hereunder to such Replacement Lender and/or existing Lenders in accordance with the provisions of Section 10.14(c) hereof. If all Lenders consent to any such Extension Request (or, if all Nonextending Lenders are replaced in accordance with this Section), then as of 2:00 p.m., Los Angeles time on the applicable Extension date which is 180 days after such Anniversary Date, the Revolving Credit Maturity Date of each Extending Lender and of each Additional Commitment Lender shall be deemed to have been extended to for, and shall be the date that is date, one year after the Existing then effective Revolving Credit Maturity Date (except thatDate, and if such date is not a Business Day, such Revolving Credit 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 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) no more than two (2) extensions of the Revolving Credit Maturity Date shall be permitted hereunder and is so extended, the Competitive Bid Expiration Date (y) any extension of any Revolving Credit Maturity Date as such dates may have been previously extended pursuant to this Section 2.17 Section) shall not be deemed to have been extended for, and shall be the date, one year after the then effective with respect Competitive Bid Expiration Date. If any Lender declines to consent to any Extending such Extension Request and such 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 is not replaced in all material respects accordance with the same effect as though such representations and warranties had been made on and as of the date of such Credit Event (except where such representations and warranties expressly relate to an earlier datethis Section, in which case such representations and warranties shall have been true and correct in all material respects 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) On then the Revolving Credit Maturity Date of each Non-Extending Lenderand the Competitive Bid Expiration Date then in effect shall not be extended. To the extent the Other Credit Agreement is in effect, (i) the "Revolving Credit Commitment Amount" of each Non-Extending a Nonextending Lender under the Other Credit Agreement shall automatically terminate and (ii) be replaced or assumed at the Borrower shall repay same percentage by such Non-Extending Replacement Lender in accordance with Section 2.5 (and shall pay to and/or such Non-Extending Lender all of the other obligations owing to it under this Agreement) and after giving effect thereto shall prepay any Revolving Credit Loans outstanding on such date (and pay any additional amounts required pursuant to Section 2.11) to the extent necessary to keep outstanding Revolving Credit Loans ratable with any revised Revolving Credit Commitment Percentage of the respective Lenders effective as of such date, and the Administrative Agent shall administer any necessary reallocation of the Revolving Credit Exposures (without regard to any minimum borrowing, pro rata borrowing and/or pro rata payment requirements contained elsewhere in this Agreement). (h) This Section shall supersede any provisions in Section 2.7 or Section 12.1 to the contrary.existing Lenders. 42 51 ARTICLE III

Extension of Revolving Credit Maturity Date. On and after the first Anniversary Date hereof, the Revolving Credit Maturity Date and the Competitive Bid Expiration Date may be extended for successive one year periods at the request of the Borrower with the express consent of each Lender (ato be at such Lender's sole discretion) The Borrower may at any time from time to time not more as provided below. Not later than ninety (90) days and not less than thirty (30) the date 60 days prior to any anniversary of the Closing each Anniversary Date, by the Borrower shall, at its option, in a written notice to the Administrative Agent request (who shall promptly notify the Lenders) not later than 10 Business Days (or such shorter period as the Administrative Agent may agree in its reasonable discretion) prior to the date on which the Lenders are requested to respond thereto (each such date, a “Lender Notice Date”), request that each Lender extend such Lender’s Revolving Credit Maturity Date to the date (each such date, an “Extension Date”"EXTENSION REQUEST") that is one year after the Revolving Credit Maturity Date then in effect be extended for such Lender (a period of one year PROVIDED that the “Existing Revolving Credit Maturity Date”). (b) Each LenderBorrower must also request, acting in its sole and individual discretion, shall, by notice to the Administrative Agent given not later than extent the applicable Lender Notice DateOther Credit Agreement is in effect, advise the Administrative Agent whether or not such Lender agrees to such extension (each Lender that determines to so extend its Revolving Credit Maturity Date, an “Extending Lender”). Each Lender that determines not to so extend its Revolving Credit Maturity Date (a “Non-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), and any Lender that does not so advise the Administrative Agent on or before the Lender Notice 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 so agree, and it is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for extension of the Revolving "REVOLVING CREDIT MATURITY DATE" under the Other Credit Maturity Date. (c) Agreement. The Administrative Agent shall promptly notify inform the Borrower Lenders of each Lender’s determination under this Section. such Extension Request. Each Lender that agrees with such Extension Request shall deliver to the Administrative Agent its express written consent thereto no later than such Anniversary Date. If (di) The Borrower shall have the right, but shall not be obligated, on or before the applicable Revolving Credit Maturity Date for any Non-Extending Lender to replace such Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more financial institutions that are not Ineligible Institutions (each, an “Additional Commitment Lender”) approved by notifies the Administrative Agent in accordance with writing prior to such Anniversary Date that it will not consent to such Extension Request or (ii) all of the procedures Lenders have not in writing expressly consented to any such Extension Request as provided in Section 12.7the preceding sentence, each of which Additional Commitment Lenders then the Administrative Agent shall have entered into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 12.6, with so notify the Borrower or replacement and the Borrower, at its option, may replace each Lender obligated which has not agreed to pay any applicable processing or recordation feesuch Extension Request (a "NONEXTENDING LENDER") with such Non-Extending Lender, pursuant to which such Additional Commitment Lenders shall, effective on or before the Revolving Credit Maturity Date for such Non-Extending Lender, assume a Revolving Credit Commitment (and, if any such Additional Commitment Lender is already a Lender, its Revolving Credit Commitment shall be in addition to such Lender’s Revolving Credit Commitment hereunder on such date). Prior to any Non-Extending Lender being replaced by one or more Additional Commitment Lenders pursuant hereto, such Non-Extending Lender may elect, in its sole discretion, by giving irrevocable notice thereof another commercial lending institution reasonably satisfactory to the Administrative Agent and the Borrower LC Issuer (which a "REPLACEMENT LENDER") and/or with one or more existing Lenders by giving (not later than 160 days after such Anniversary Date) notice shall set forth of the name of such Lender’s new Revolving Credit Maturity Date), Replacement Lender or such existing Lenders to become an Extending Lenderthe Administrative Agent. The Unless the Administrative Agent may effect or the LC Issuer shall object to the identity of such amendments to this Agreement as are reasonably necessary to provide for any such extensions with proposed Replacement Lender (in the consent case of the Borrower but without the consent of any other Lenders. (ea Replacement Lender) If (and only if) the total of the Revolving Credit Commitments of the Lenders that have agreed to extend their Revolving Credit Maturity Date is more than 50% of the aggregate amount of the Revolving Credit Commitments in effect immediately prior to the applicable Extension date 170 days after such Anniversary Date, thenupon notice from the Administrative Agent, effective each Nonextending Lender shall promptly (but in no event later than the date which is 180 days after such Anniversary Date) assign all of its interests hereunder to such Replacement Lender and/or existing Lenders in accordance with the provisions of Section 10.14(c) hereof. If all Lenders consent to any such Extension Request (or, if all Nonextending Lenders are replaced in accordance with this Section), then as of 2:00 p.m., Los Angeles time on the applicable Extension date which is 180 days after such Anniversary Date, the Revolving Credit Maturity Date of each Extending Lender and of each Additional Commitment Lender shall be deemed to have been extended to for, and shall be the date that is date, one year after the Existing then effective Revolving Credit Maturity Date (except thatDate, and if such date is not a Business Day, such Revolving Credit 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 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) no more than two (2) extensions of the Revolving Credit Maturity Date shall be permitted hereunder and is so extended, the Competitive Bid Expiration Date (y) any extension of any Revolving Credit Maturity Date as such dates may have been previously extended pursuant to this Section 2.17 Section) shall not be deemed to have been extended for, and shall be the date, one year after the then effective with respect Competitive Bid Expiration Date. If any Lender declines to consent to any Extending such Extension Request and such 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 is not replaced in all material respects accordance with the same effect as though such representations and warranties had been made on and as of the date of such Credit Event (except where such representations and warranties expressly relate to an earlier datethis Section, in which case such representations and warranties shall have been true and correct in all material respects 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) On then the Revolving Credit Maturity Date of each Non-Extending Lender, (i) and the Revolving Credit Commitment of each Non-Extending Lender Competitive Bid Expiration Date then in effect shall automatically terminate and (ii) the Borrower shall repay such Non-Extending Lender in accordance with Section 2.5 (and shall pay to such Non-Extending Lender all of the other obligations owing to it under this Agreement) and after giving effect thereto shall prepay any Revolving Credit Loans outstanding on such date (and pay any additional amounts required pursuant to Section 2.11) to not be extended. To the extent necessary to keep outstanding Revolving the Other Credit Loans ratable with any revised Revolving Agreement is in effect, the "REVOLVING CREDIT COMMITMENT AMOUNT" of a Nonextending Lender under the Other Credit Commitment Percentage of Agreement shall be replaced or assumed at the respective Lenders effective as of same percentage by such date, and the Administrative Agent shall administer any necessary reallocation of the Revolving Credit Exposures (without regard to any minimum borrowing, pro rata borrowing Replacement Lender and/or pro rata payment requirements contained elsewhere in this Agreement)such existing Lenders. (h) This Section shall supersede any provisions in Section 2.7 or Section 12.1 to the contrary.

Extension of Revolving Credit Maturity Date. (a) The Borrower may at any time from time to time not more than ninety (90) days and not less than thirty (30) days prior to any anniversary of Commitments shall terminate on the Closing Date, by notice to the Administrative Agent (who shall promptly notify the Lenders) not later than 10 Business Days (or such shorter period as the Administrative Agent may agree in its reasonable discretion) prior to the date on which the Lenders are requested to respond thereto (each such date, a “Lender Notice Date”), request that each Lender extend such Lender’s Revolving Credit Maturity Date Date. Contemporaneously with the delivery of the financial statements required pursuant to Section 5.3(b) hereof, US Borrower may deliver a Request for Extension, requesting that the date (each such date, an “Extension Date”) that is one year after Lenders extend the Revolving Credit Maturity Date then in effect for an additional one-year period; provided that such extension shall not occur more than one time during the term of this Agreement. If US Borrower requests such an extension, each Lender shall notify US Borrower on or before 30 days following delivery of such Request for Extension (such date, the “Existing Consent Deadline”) whether it has consented to extend the Revolving Credit Maturity Date for an additional one-year period. Agent and the Lenders may, each in their sole and individual discretion, elect to extend the Revolving Credit Maturity Date”), it being understood that any Lender who has not responded to such extension request by the Consent Deadline shall be deemed to have rejected such request. (b) Each Lender, acting in its sole and individual discretion, shall, by notice to If Lenders holding more than 50% of the Administrative Agent given not later than the applicable Lender Notice Date, advise the Administrative Agent whether or not such Lender agrees to such extension (each Lender that determines Revolving Credit Commitment elect to so extend its the then existing Revolving Credit Maturity Date, an “Extending Lender”). Each Lender that determines not to so extend its the Revolving Credit Maturity Date (a “Nonwill automatically be extended for an additional one-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), and any Lender that does not so advise the Administrative Agent on or before the Lender Notice Date shall be deemed to be a Non-Extending Lenderyear period only for those extending Lenders. The election of any Lender to agree to such extension shall not obligate any other Lender to so agree, and it is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for extension of the Revolving Credit Maturity Date. (c) The Administrative Agent shall promptly notify the Borrower of each Lender’s determination under this Section. (d) The Borrower shall have the right, but shall not be obligated, on or before the applicable Revolving Credit Maturity Date for any Nonthe non-Extending extending Lenders shall remain unchanged. So long as no Event of Default then exists, then US Borrower may, at its sole expense and effort, upon notice to such non-extending Lender and Agent, require such non-extending Lender to replace such Non-Extending Lender withassign and delegate, and add as “Lenders” under this Agreement in place thereof, one or more financial institutions that are not Ineligible Institutions (each, an “Additional Commitment Lender”) approved by the Administrative Agent in accordance with the procedures provided in Section 12.7, each of which Additional Commitment Lenders shall have entered into an Assignment and Assumption without recourse (in accordance with and subject to the restrictions contained in in, and consents required by, Section 12.6, with the Borrower or replacement Lender obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Commitment Lenders shall, effective on or before the Revolving Credit Maturity Date for such Non-Extending Lender, assume a Revolving Credit Commitment (and, if any such Additional Commitment Lender is already a Lender, its Revolving Credit Commitment shall be in addition to such Lender’s Revolving Credit Commitment hereunder on such date). Prior to any Non-Extending Lender being replaced by one or more Additional Commitment Lenders pursuant hereto, such Non-Extending Lender may elect, in its sole discretion, by giving irrevocable notice thereof to the Administrative Agent and the Borrower (which notice shall set forth such Lender’s new Revolving Credit Maturity Date11.10), 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 all of the Borrower but without the consent of any other Lenders. (e) If (its interests, rights and only if) the total of the Revolving Credit Commitments of the Lenders that have agreed to extend their Revolving Credit Maturity Date is more than 50% of the aggregate amount of the Revolving Credit Commitments in effect immediately prior to the applicable Extension Date, then, effective as of the applicable Extension Date, the Revolving Credit Maturity Date of each Extending Lender and of each Additional Commitment Lender shall be extended to the date that is one year after the Existing Revolving Credit Maturity Date (except that, if such date is not a Business Day, such Revolving Credit 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 obligations under this Agreement and the related Loan Documents to an Eligible Transferee that shall assume such obligations (which assignee may be bound by the provisions of this Agreement as another Lender, if a Lender hereunder and shall have the obligations of a Lender hereunder. (f) Notwithstanding the foregoing, (x) no more than two (2) extensions of the Revolving Credit Maturity Date shall be permitted hereunder and (y) any extension of any Revolving Credit Maturity Date pursuant to this Section 2.17 shall not be effective with respect to any Extending Lender unless: accepts such assignment); provided that (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 US Borrower contained herein shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such Credit Event (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 paid to Agent the assignment fee (if any) specified in all material respects 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) Section 11.10 and (ii) such non-extending Lender shall have received payment of an amount equal to the outstanding principal of its Revolving Loans, Swing Loans and participations in Letters of Credit, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents from the assignee (Bto the extent of such outstanding principal and accrued interest and fees) certifying and attaching or US Borrower (in the resolutions adopted by the Borrower approving or consenting to such extensioncase of all other amounts). (gc) On the Revolving Credit Maturity Date of each Nonfor any non-Extending Lenderextending Lenders, (i) US Borrower shall repay all outstanding Revolving Loans due and payable to such non-extending Lenders (together with all accrued and unpaid interest thereon and accrued and unpaid commitment fees hereunder), (ii) each of the non-extending Lenders shall be automatically released from their respective risk participation obligations under Section 2.2(b)(v) hereof with respect to any outstanding Swing Loans and under Section 2.2(c)(iii) hereof with respect to any outstanding Letters of Credit, (iii) all outstanding Revolving Loans, risk participation obligations with respect to any outstanding Swing Loans and risk participation obligations with respect to any outstanding Letters of Credit (and the related Letter of Credit Exposure) shall be automatically reallocated among the extending Lenders based on each such Lender’s Revolving Credit Commitment and (iv) to the extent that the Revolving Credit Exposure would exceed the Revolving Credit Commitment of each Non-Extending Lender shall automatically terminate and after giving effect to such reallocation pursuant to the immediately preceding clause (ii) the iii), US Borrower shall repay such Non-Extending Lender prepay Revolving Loans, Swing Loans or Cash Collateralize Letters of Credit in accordance with Section 2.5 3.7 hereof. (and d) Any extension shall pay to such Non-Extending Lender all of the other obligations owing to it under this Agreement) and after giving effect thereto shall prepay any Revolving Credit Loans outstanding on such date (and pay any additional amounts required pursuant to Section 2.11) to the extent necessary to keep outstanding Revolving Credit Loans ratable with any revised Revolving Credit Commitment Percentage of the respective Lenders be effective as of the date of the amendment effecting such dateextension and each such amendment shall be conditioned upon (i) no Default or Event of Default, (ii) accuracy in all material respects of the representations and warranties set forth in this Agreement and (iii) such other conditions as each extending Lender shall require. The Lenders hereby irrevocably authorize Agent to enter into amendments to this Agreement and the Administrative other Loan Documents with US Borrower as may be necessary or appropriate in the reasonable opinion of Agent shall administer any necessary reallocation of and US Borrower in order to extend the Revolving Credit Exposures (without regard to Maturity Date on terms consistent with this Section 2.15. US Borrower shall pay any minimum borrowingreasonable and documented out-of-pocket attorneys’ fees or other reasonable and documented out-of-pocket expenses of Agent in connection with the documentation of any such extension, pro rata borrowing and/or pro rata payment requirements contained elsewhere in this Agreement)as well as such other fees, if any, as may be agreed upon between Borrowers and Agent. (he) This Section Unless Agent, the Fronting Lender and Swing Line Lender have each agreed in their respective sole discretions to act as Agent, Fronting Lender or Swing Line Lender (as the case may be) following the extended Revolving Credit Maturity Date, a successor Agent, Fronting Lender or Swing Line Lender (as the case may be) shall supersede any provisions in Section 2.7 have been appointed by the Lenders to act as Agent, Fronting Lender or Section 12.1 to Swing Line Lender (as the contrarycase may be) commencing on the extended Revolving Credit Maturity Date.

Extension of Revolving Credit Maturity Date. (a) The Borrower may at any time from time to time At least 30 days but not more than ninety (90) days and not less than thirty (30) 60 days prior to any anniversary of the Closing DateEffective Date (provided that ViacomCBS may not exercise such right more than twice), by ViacomCBS may, upon notice to the Administrative Agent (who which shall promptly notify the Lenders) not later than 10 Business Days (or such shorter period as the Administrative Agent may agree in its reasonable discretion) prior to the date on which the Lenders are requested to respond thereto (each such date, a “Lender Notice Date”), request that each Lender extend such Lender’s Revolving Credit Maturity Date to the date (each such date, an “Extension Date”) that is one a one-year after extension of the Revolving Credit Maturity Date then in effect for such Lender (the an “Existing Revolving Credit Maturity DateExtension Request”). (b) Each Lender, acting in its sole and individual discretion, shall, by notice to ; provided that the Administrative Agent given not later than the applicable Lender Notice Date, advise the Administrative Agent whether or not such Lender agrees to such extension (each Lender that determines to so extend its Revolving Credit Maturity Date, an “Extending Lender”). Each Lender that determines not to so extend its Revolving Credit Maturity Date may not be extended pursuant to an Extension Request more than once in any 12-month period. Within 10 Business Days after the delivery of such Extension Request (a or such later date as ViacomCBS and the Administrative Agent shall agree) (the “Non-Extending LenderExtension Deadline”) ), each Lender shall notify the Administrative Agent of such fact and ViacomCBS promptly after such determination (but in any event no later than the Extension Deadline) in writing whether or not it consents to such Extension Request (which consent may be given or withheld in such Lender’s sole and absolute discretion) (each Lender Notice Date)agreeing to an Extension Request, an “Extending Lender” and any each Lender that does not so advise the Administrative Agent on or before the Lender Notice Date shall be deemed declining to be agree to an Extension Request, a “Non-Extending Lender”). The election Any Lender with a then-effective Commitment may consent to an Extension Request irrespective of any whether such Lender previously had not been an Extending Lender with respect to agree a previous Extension Request. Any Lender not responding within the above specified time period shall be deemed not to have consented to such extension shall not obligate any other Lender to so agree, and it is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for extension of the Revolving Credit Maturity Date. (c) Extension Request. The Administrative Agent shall promptly notify ViacomCBS and the Borrower Lenders of each Lender’s determination under this Sectionthe Lenders’ responses. (db) The Borrower shall have the right, but shall not be obligated, on or before the applicable Revolving Credit Maturity Date for any Non-Extending Lender to replace such Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more financial institutions that are not Ineligible Institutions (each, an “Additional Commitment Lender”) approved by shall be extended only if the Administrative Agent in accordance with the procedures provided in Section 12.7, each of which Additional Commitment Required Lenders shall have entered into an Assignment and Assumption (in accordance with and subject consented to the restrictions contained in Section 12.6Extension Request. For each such Extension Request, with if so consented to, (i) the Borrower or replacement Revolving Credit Maturity Date, as to Extending Lenders (irrespective of whether such Lender obligated to pay any applicable processing or recordation fee) with such previously had been a Non-Extending Lender), pursuant shall be extended to which the same date in the following year after giving effect to any prior extensions (such Additional Commitment Lenders shall, effective on or before existing Revolving Credit Maturity Date being the “Extension Effective Date”) and (ii) the Revolving Credit Maturity Date for such Non-Extending LenderDate, assume a Revolving Credit Commitment (and, if any such Additional Commitment Lender is already a Lender, its Revolving Credit Commitment shall be in addition to such Lender’s Revolving Credit Commitment hereunder on such date). Prior as to any Non-Extending Lender being replaced by one or more Additional (provided that the Commitment Lenders pursuant hereto, of such Non-Extending Lender may elect, is not assumed in its sole discretion, by giving irrevocable notice thereof to the Administrative Agent and the Borrower (which notice shall set forth such Lender’s new Revolving Credit Maturity Date), 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 accordance with the consent of the Borrower but without the consent of any other Lenders. (eSection 2.26(f) If (and only if) the total of the Revolving Credit Commitments of the Lenders that have agreed to extend their Revolving Credit Maturity Date is more than 50% of the aggregate amount of the Revolving Credit Commitments in effect immediately on or prior to the applicable Extension Effective Date), then, effective as of the applicable Extension Date, shall remain the Revolving Credit Maturity Date of each in effect for such Non-Extending Lender and of each Additional Commitment prior to the Extension Effective Date. With respect to any previously Non-Extending Lender who is an Extending Lender with respect to a current Extension Request, by giving its consent, such Extending Lender shall be extended to approving an extension of more than one year. (c) In the date event of any such extension, the Commitment of each Non-Extending Lender that is one year after has not been replaced as provided in Section 2.26(f) shall terminate on the Existing Revolving Credit Maturity Date (except thatin effect prior to any such extension, if and the outstanding principal balance of all Loans, accrued and unpaid interest and other fees payable hereunder to such date is not a Business Day, Non-Extending Lender shall become due and payable on such Revolving Credit Maturity Date Date. Thereafter, the aggregate Commitments effective as so extended shall be the next preceding Business Day) and each Additional Commitment Lender shall thereupon become a “Lender” for all purposes of this Agreement and shall be bound by the provisions of this Agreement as a Lender hereunder and shall have the obligations of a Lender hereunder. (f) Notwithstanding the foregoing, (x) no more than two (2) extensions of the such Revolving Credit Maturity Date shall be permitted hereunder deemed equal to the Commitments of the Extending Lenders and the Assuming Lenders in respect of such extension. (yd) any Notwithstanding the foregoing, the extension of any the Revolving Credit Maturity Date pursuant to this Section 2.17 2.26 shall not be effective with respect to any Extending Lender unless: unless (i) there shall exist no Default or Event of Default has occurred and is continuing on the applicable Extension Effective Date and immediately after giving effect thereto; to such extension and (ii) the representations and warranties made by the Borrower contained herein shall be set forth in Article III are true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such Credit Event (Extension Effective Date, except where to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been be true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.26(d), the representations and warranties contained in Sections 3.2, 3.3 and 3.11 shall be deemed to refer to the most recent statements furnished pursuant to Section 5.1. As a condition precedent to each such extension, ViacomCBS shall deliver to the Administrative Agent a certificate of ViacomCBS dated as of the Extension Effective Date signed by a Responsible Officer of ViacomCBS certifying as to compliance with this Section 2.26(d). (e) Notwithstanding anything to the contrary in this Section 2.26, the Revolving Credit Maturity Date may not be extended with respect to any Issuing Lender without the prior written consent of such Issuing Lender (it being understood and agreed that, in the event any Issuing Lender shall not have consented to any such extension, (i) such Issuing Lender shall continue to have all the rights and obligations of an Issuing Lender hereunder through the applicable existing Revolving Credit Maturity Date and thereafter shall have no obligation to issue, amend, extend or renew any Letter of Credit (but shall continue to be entitled to the benefits hereunder as to Letters of Credit issued prior to such time) and (ii) ViacomCBS shall cause the Aggregate LC Exposure attributable to Letters of Credit issued by such Issuing Lender to be zero no later than the day on which such Aggregate LC Exposure 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 Revolving Credit Maturity Date pursuant to this Section 2.26 (and, in any event, no later than such existing Revolving Credit Maturity Date) together with any accrued interest thereon, on the existing Revolving Credit Maturity Date). (f) If there are any Non-Extending Lenders, ViacomCBS shall have the right to arrange for one or more Extending Lenders or new Lenders that will agree to an extension of the Revolving Credit Maturity Date (each new Lender an “Assuming Lender”) to assume, effective as of the Extension Effective Date, any Non-Extending Lender’s entire Commitment and all of the obligations of such Non-Extending Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Extending Lender; provided however that: (i) all additional cost reimbursements, expense reimbursements and indemnities payable to such Non-Extending Lender, and all other accrued and unpaid amounts owing to such Non-Extending Lender hereunder, as of the effective date of such assignment shall have been paid to such Non-Extending Lender; and (iiiii) with respect to any such Assuming Lender, any applicable processing and recordation fee required under Section 9.4(b) for such assignment shall have been paid, provided further that such Non-Extending Lender’s rights under Sections 2.15, 2.16, 2.20 and 9.5, and its indemnification obligations under Article VII, shall survive such assignment as to matters occurring prior to the date of assignment. At least one Business Day prior to the applicable Extension Effective Date, (x) each such Assuming Lender, if any, shall have delivered to ViacomCBS and the Administrative Agent an Assignment and Acceptance, duly executed by such Assuming Lender, such Non-Extending Lender, ViacomCBS and the Administrative Agent and (y) each such Extending Lender shall have received a certificate from delivered confirmation in writing satisfactory to ViacomCBS and the Borrower signed by an Authorized Officer Administrative Agent as to the increase in the amount of its Commitment. Upon the Borrower (A) certifying the accuracy payment or prepayment of the foregoing all amounts referred to in clauses (i) and (ii) above, each such Assuming Lender, as of the Extension Effective Date, will be substituted for such Non-Extending Lender under this Agreement and (B) certifying shall become a Lender for all purposes of this Agreement with the rights and attaching obligations of a Lender hereunder, without any further acknowledgment by or the resolutions adopted consent of the other Lenders, and the obligations of each such Non-Extending Lender hereunder shall, by the Borrower approving or consenting to such extensionprovisions hereof, be released and discharged. (g) On In connection with any extension of the Revolving Credit Maturity Date of each Non-Extending Lender, (i) the Revolving Credit Commitment of each Non-Extending Lender shall automatically terminate and (ii) the Borrower shall repay such Non-Extending Lender in accordance with Section 2.5 (and shall pay to such Non-Extending Lender all of the other obligations owing to it under this Agreement) and after giving effect thereto shall prepay any Revolving Credit Loans outstanding on such date (and pay any additional amounts required pursuant to Section 2.11) to the extent necessary to keep outstanding Revolving Credit Loans ratable with any revised Revolving Credit Commitment Percentage of the respective Lenders effective as of such date2.26, and the Administrative Agent shall administer and ViacomCBS may, without the consent of any Lender or Issuing Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary reallocation or appropriate, in the opinion of the Revolving Credit Exposures (without regard Administrative Agent and ViacomCBS, to any minimum borrowing, pro rata borrowing and/or pro rata payment requirements contained elsewhere in this Agreement). (h) This Section shall supersede any provisions in Section 2.7 or Section 12.1 give effect to the contraryprovisions of this Section 2.26.

Extension of Revolving Credit Maturity Date. Provided that no Default or Event of Default has occurred and is continuing, Company may, by written notice to Agent and each Bank (a) The Borrower may at any time from time to time which notice shall be irrevocable and which shall not more than ninety (90) days be deemed effective unless actually received by Agent and not less than thirty (30) days each Bank), prior to any anniversary April 15, but not before March 15, of the Closing Date, by notice to the Administrative Agent (who shall promptly notify the Lenders) not later than 10 Business Days (or such shorter period as the Administrative Agent may agree each year beginning in its reasonable discretion) prior to the date on which the Lenders are requested to respond thereto (each such date, a “Lender Notice Date”), 2004 request that each Lender the Banks extend such Lender’s the then applicable Revolving Credit Maturity Date to the a date (each such date, an “Extension Date”) that is one year after 364 days later than the Revolving Credit Maturity Date then in effect for (each such Lender request, a "Request"). Each Bank shall, not later than thirty (30) calendar days following the “Existing date of its receipt of a Request, give written notice to the Agent stating whether such Bank is willing to extend the Revolving Credit Maturity Date”). Date as requested. If Agent has received the aforesaid written approvals of such Request from each of the Banks, then, effective on (bbut not before) Each Lender, acting in its sole and individual discretion, shall, by notice to the Administrative Agent given not later than the applicable Lender Notice Date, advise the Administrative Agent whether or not such Lender agrees to such extension (each Lender that determines to so extend its Revolving Credit Maturity Date, an “Extending Lender”). Each Lender that determines not to so extend its Revolving Credit Maturity Date (a “Non-Extending Lender”) shall notify so long as no Default or Event of Default has occurred and is continuing and none of the Administrative Agent of such fact promptly after such determination (but Banks has withdrawn its approval, in any event no later than the Lender Notice Datewriting, prior thereto), and any Lender that does not so advise the Administrative Agent on or before the Lender Notice 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 so agree, and it is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for extension of the Revolving Credit Maturity Date. (c) The Administrative Agent shall promptly notify the Borrower of each Lender’s determination under this Section. (d) The Borrower shall have the right, but shall not be obligated, on or before the applicable Revolving Credit Maturity Date for any Non-Extending Lender to replace such Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more financial institutions that are not Ineligible Institutions (each, an “Additional Commitment Lender”) approved by the Administrative Agent in accordance with the procedures provided in Section 12.7, each of which Additional Commitment Lenders shall have entered into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 12.6, with the Borrower or replacement Lender obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Commitment Lenders shall, effective on or before the Revolving Credit Maturity Date for such Non-Extending Lender, assume a Revolving Credit Commitment (and, if any such Additional Commitment Lender is already a Lender, its Revolving Credit Commitment shall be in addition to such Lender’s Revolving Credit Commitment hereunder on such date). Prior to any Non-Extending Lender being replaced by one or more Additional Commitment Lenders pursuant hereto, such Non-Extending Lender may elect, in its sole discretion, by giving irrevocable notice thereof to the Administrative Agent and the Borrower (which notice shall set forth such Lender’s new Revolving Credit Maturity Date), 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 Revolving Credit Commitments of the Lenders that have agreed to extend their Revolving Credit Maturity Date is more than 50% of the aggregate amount of the Revolving Credit Commitments in effect immediately prior to the applicable Extension Date, then, effective as of the applicable Extension Date, the Revolving Credit Maturity Date of each Extending Lender and of each Additional Commitment Lender shall be extended to the date that is one year after the Existing Revolving Credit Maturity Date (except that, if such date is not a Business Day, such Revolving Credit 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 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) no more than two (2) extensions of the Revolving Credit Maturity Date shall be permitted hereunder and (y) any extension so extended for an additional period of any 364 days, the term Revolving Credit Maturity Date pursuant to this Section 2.17 shall not be effective with respect to any Extending Lender unless: mean such extended date and Agent shall promptly notify the Company and the Banks that such extension has occurred. If (i) there shall exist no Default or Event of Default on any Bank gives 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 with the same effect as though such representations and warranties had been made on and as of the date of such Credit Event (except where such representations and warranties expressly relate Agent written notice that it is unwilling to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects 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) On extend the Revolving Credit Maturity Date as requested or (ii) any Bank fails to provide written approval to Agent of each Non-Extending Lenderthe Request within thirty (30) calendar days of the date of Agent's receipt of such Request, or (iiii) withdraws its approval in writing prior to the Revolving Credit Commitment Maturity Date then in effect then (x) the Banks shall be deemed to have declined to extend the Revolving Credit Maturity Date, (y) the then-current Revolving Credit Maturity Date shall remain in effect (with no further right on the part of each Non-Extending Lender shall automatically terminate Company, to request extensions thereof under this Section 2.16) and (iiz) the Borrower shall repay such Non-Extending Lender in accordance with Section 2.5 (and shall pay to such Non-Extending Lender all commitments of the other obligations owing Banks to it under this Agreement) and after giving effect thereto shall prepay any Revolving Credit Loans outstanding on such date (and pay any additional amounts required pursuant to Section 2.11) to the extent necessary to keep outstanding Revolving Credit Loans ratable with any revised Revolving Credit Commitment Percentage of the respective Lenders effective as of such date, and the Administrative Agent shall administer any necessary reallocation make Advances of the Revolving Credit Exposures (without regard to any minimum borrowinghereunder shall terminate on the Revolving Credit Maturity Date then in effect, pro rata borrowing and/or pro rata payment requirements contained elsewhere in this Agreement)and Agent shall promptly notify Company and the Banks thereof. (h) This Section shall supersede any provisions in Section 2.7 or Section 12.1 to the contrary.

Extension of Revolving Credit Maturity Date. On and after the first Anniversary Date hereof, the Revolving Credit Maturity Date and the Competitive Bid Expiration Date may be extended for successive one year periods at the request of the Company (aacting on behalf of each Borrower) The Borrower may with the express consent of each Lender (to be at any time from time to time not more such Lender's sole discretion) as provided below. Not later than ninety (90) days and not less than thirty (30) the date 60 days prior to any anniversary each Anniversary Date, the Company (acting on behalf of the Closing DateBorrower) shall, by at its option, in a written notice to the Administrative Agent request (who shall promptly notify the Lenders) not later than 10 Business Days (or such shorter period as the Administrative Agent may agree in its reasonable discretion) prior to the date on which the Lenders are requested to respond thereto (each such date, a “Lender Notice Date”), request that each Lender extend such Lender’s Revolving Credit Maturity Date to the date (each such date, an “Extension Date”"EXTENSION REQUEST") that is one year after the Revolving Credit Maturity Date then in effect be extended for such Lender (the “Existing Revolving Credit Maturity Date”). (b) Each Lender, acting in its sole and individual discretion, shall, by notice to the Administrative Agent given not later than the applicable Lender Notice Date, advise the Administrative Agent whether or not such Lender agrees to such extension (each Lender that determines to so extend its Revolving Credit Maturity Date, an “Extending Lender”)a period of one year. Each Lender that determines not to so extend its Revolving Credit Maturity Date (a “Non-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), and any Lender that does not so advise the Administrative Agent on or before the Lender Notice 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 so agree, and it is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for extension of the Revolving Credit Maturity Date. (c) The Administrative Agent shall promptly notify inform the Borrower Lenders of each Lender’s determination under this Section. such Extension Request. Each Lender that agrees with such Extension Request shall deliver to the Administrative Agent its express written consent thereto no later than such Anniversary Date. If (di) The Borrower shall have the right, but shall not be obligated, on or before the applicable Revolving Credit Maturity Date for any Non-Extending Lender to replace such Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more financial institutions that are not Ineligible Institutions (each, an “Additional Commitment Lender”) approved by notifies the Administrative Agent in accordance with writing prior to such Anniversary Date that it will not consent to such Extension Request or (ii) all of the procedures Lenders have not in writing expressly consented to any such Extension Request as provided in Section 12.7the preceding sentence, then the Administrative Agent shall so notify the Company and the Company, at its option, may replace each of Lender which Additional Commitment Lenders shall have entered into an Assignment and Assumption has not agreed to such Extension Request (in accordance with and subject to the restrictions contained in Section 12.6, with the Borrower or replacement Lender obligated to pay any applicable processing or recordation feea "NONEXTENDING LENDER") with such Non-Extending Lender, pursuant to which such Additional Commitment Lenders shall, effective on or before the Revolving Credit Maturity Date for such Non-Extending Lender, assume a Revolving Credit Commitment (and, if any such Additional Commitment Lender is already a Lender, its Revolving Credit Commitment shall be in addition to such Lender’s Revolving Credit Commitment hereunder on such date). Prior to any Non-Extending Lender being replaced by one or more Additional Commitment Lenders pursuant hereto, such Non-Extending Lender may elect, in its sole discretion, by giving irrevocable notice thereof another commercial lending institution reasonably satisfactory to the Administrative Agent and the Borrower LC Issuer (which a "REPLACEMENT LENDER") and/or with one or more existing Lenders by giving (not later than 160 days after such Anniversary Date) notice shall set forth of the name of such Lender’s new Revolving Credit Maturity Date), Replacement Lender or such existing Lenders to become an Extending Lenderthe Administrative Agent. The Unless the Administrative Agent may effect or the LC Issuer shall object to the identity of such amendments to this Agreement as are reasonably necessary to provide for any such extensions with proposed Replacement Lender (in the consent case of the Borrower but without the consent of any other Lenders. (ea Replacement Lender) If (and only if) the total of the Revolving Credit Commitments of the Lenders that have agreed to extend their Revolving Credit Maturity Date is more than 50% of the aggregate amount of the Revolving Credit Commitments in effect immediately prior to the applicable Extension date 170 days after such Anniversary Date, thenupon notice from the Administrative Agent, effective each Nonextending Lender shall promptly (but in no event later than the date which is 180 days after such Anniversary Date) assign all of its interests hereunder to such Replacement Lender and/or existing Lenders in accordance with the provisions of Section 10.14(c) hereof. If all Lenders consent to any such Extension Request (or, if all Nonextending Lenders are replaced in accordance with this Section), then as of 2:00 p.m., Los Angeles time on the applicable Extension date which is 180 days after such Anniversary Date, the Revolving Credit Maturity Date of each Extending Lender and of each Additional Commitment Lender shall be deemed to have been extended to for, and shall be the date that is date, one year after the Existing then effective Revolving Credit Maturity Date (except thatDate, and if such date is not a Business Day, such Revolving Credit 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 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) no more than two (2) extensions of the Revolving Credit Maturity Date shall be permitted hereunder and is so extended, the Competitive Bid Expiration Date (y) any extension of any Revolving Credit Maturity Date as such dates may have been previously extended pursuant to this Section 2.17 Section) shall not be deemed to have been extended for, and shall be the date, one year after the then effective with respect Competitive Bid Expiration Date. If any Lender declines to consent to any Extending such Extension Request and such 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 is not replaced in all material respects accordance with the same effect as though such representations and warranties had been made on and as of the date of such Credit Event (except where such representations and warranties expressly relate to an earlier datethis Section, in which case such representations and warranties shall have been true and correct in all material respects 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) On then the Revolving Credit Maturity Date of each Non-Extending Lender, (i) and the Revolving Credit Commitment of each Non-Extending Lender Competitive Bid Expiration Date then in effect shall automatically terminate and (ii) the Borrower shall repay such Non-Extending Lender in accordance with Section 2.5 (and shall pay to such Non-Extending Lender all of the other obligations owing to it under this Agreement) and after giving effect thereto shall prepay any Revolving Credit Loans outstanding on such date (and pay any additional amounts required pursuant to Section 2.11) to not be extended. To the extent necessary to keep outstanding Revolving the Other Credit Loans ratable with any revised Revolving Agreement is in effect, the "REVOLVING CREDIT COMMITMENT AMOUNT" of a Nonextending Lender under the Other Credit Commitment Percentage of Agreement shall be replaced or assumed at the respective Lenders effective as of same percentage by such date, and the Administrative Agent shall administer any necessary reallocation of the Revolving Credit Exposures (without regard to any minimum borrowing, pro rata borrowing Replacement Lender and/or pro rata payment requirements contained elsewhere in this Agreement)such existing Lenders. (h) This Section shall supersede any provisions in Section 2.7 or Section 12.1 to the contrary.

Extension of Revolving Credit Maturity Date. (a) The Revolving Credit Maturity Date may be extended with respect to a Lender for an additional 364 day period with the express written consent of such Lender as provided below. If the Borrower may at any time from time desires to time not more extend the Revolving Credit Maturity Date it shall send a request therefor, which shall be made to all Lenders, to the Administrative Agent. Not later than ninety (90) days and not less than thirty (30) the date 60 days prior to any anniversary of the Closing DateRevolving Credit Maturity Date the Borrower shall, by at its option, in a written notice to the Administrative Agent (who shall promptly notify the Lenders) not later than 10 Business Days (or such shorter period as the Administrative Agent may agree in its reasonable discretion) prior to the date on which the Lenders are requested to respond thereto (each such date, a “Lender Notice Date”), request that each Lender extend such Lender’s Revolving Credit Maturity Date to the date (each such date, an “Extension Date”) that is one year after the Revolving Credit Maturity Date then in effect be extended for a period of 364 days. The Administrative Agent shall promptly inform the Lenders of such request. Each Lender (that agrees with such request shall deliver to the “Existing Administrative Agent its express written consent thereto on the day prior to the Revolving Credit Maturity Date”). (b) Each Lender, acting in its sole and individual discretion, shall, by notice . With respect to the Administrative Agent given not later than the applicable Lender Notice Date, advise the Administrative Agent whether or not such Lender agrees to such extension (each Lender that determines which has consented to so extend its Revolving Credit Maturity Date, an “Extending Lender”). Each Lender that determines not to so extend its Revolving Credit Maturity Date (a “Non-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), and any Lender that does not so advise the Administrative Agent on or before the Lender Notice 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 so agree, and it is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for extension of the Revolving Credit Maturity Date. (c) The Administrative Agent shall promptly notify the Borrower of each Lender’s determination under this Section. (d) The Borrower shall have the right, but shall not be obligated, on or before the applicable Revolving Credit Maturity Date for any Non-Extending Lender to replace such Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more financial institutions that are not Ineligible Institutions (each, an “Additional Commitment Lender”) approved by the Administrative Agent in accordance with the procedures provided in Section 12.7the immediately preceding sentence, each of which Additional Commitment Lenders shall have entered into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 12.6, with the Borrower or replacement Lender obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Commitment Lenders shall, effective on or before the Revolving Credit Maturity Date for such Non-Extending Lender, assume a Revolving Credit Commitment (and, if any such Additional Commitment Lender is already a Lender, its Revolving Credit Commitment shall be in addition to such Lender’s Revolving Credit Commitment hereunder on such date). Prior to any Non-Extending Lender being replaced by one or more Additional Commitment Lenders pursuant hereto, such Non-Extending Lender may elect, in its sole discretion, by giving irrevocable notice thereof to the Administrative Agent and the Borrower (which notice shall set forth such Lender’s new Revolving Credit Maturity Date), 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 Revolving Credit Commitments of the Lenders that have agreed to extend their Revolving Credit Maturity Date is more than 50% of the aggregate amount of the Revolving Credit Commitments in effect immediately prior to the applicable Extension Date, then, effective as of the applicable Extension Date, the Revolving Credit Maturity Date of each Extending Lender and of each Additional Commitment Lender shall be extended to the date that is one year after the Existing Revolving Credit Maturity Date (except that, if such date is not a Business Day, such Revolving Credit 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 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) no more than two (2) extensions of the Revolving Credit Maturity Date shall be permitted hereunder extended for, and (y) shall thereafter be the date, 364 days after the then effective Revolving Credit Maturity Date. If any extension of any Lender notifies the Administrative Agent in writing prior to such then effective Revolving Credit Maturity Date pursuant that it will not consent to this Section 2.17 such Extension Request or shall not be effective with respect have in writing expressly consented to any Extending Lender unless: (i) there shall exist no Default or Event of Default on such Extension Request as provided in 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 with the same effect as though such representations and warranties had been made on and as of the date of such Credit Event (except where such representations and warranties expressly relate to an earlier datepreceding sentence, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date); and (iii) then the Administrative Agent shall have received so notify the Borrower and the Borrower, at its option, may replace each Nonextending Lender with another commercial lending institution reasonable satisfactory to each Agent (a certificate "Replacement Lender") by giving notice of the name of such Replacement Lender to the Administrative Agent. Upon receipt by it of any such notice, the Administrative Agent shall inform the Funding Agent of the name of such proposed Replacement Lender. Unless either Agent shall object to the identity of such proposed Replacement Lender on or before the day prior to the then effective Revolving Credit Maturity Date, upon notice from the Borrower signed by an Authorized Officer Administrative Agent, each Nonextending Lender shall promptly (but in no event later than the close of business on the then effective Revolving Credit Maturity Date) assign all of its interests hereunder to such Replacement Lender in accordance with the provisions of Section 9.14(c) hereof. Such Replacement Lender shall have a Revolving Credit Commitment and shall have a Revolving Credit Committed Amount equal to the then most recently effective Revolving Credit Commitment Amount of the Borrower (A) certifying related Nonextending Lender. To the accuracy of the foregoing clauses (i) and (ii) and (B) certifying and attaching the resolutions adopted extent any Nonextending Lender is not replaced with a Replacement Lender by the Borrower approving or consenting to close of business on the then effective Revolving Credit Maturity Date, on such extension. (g) On date the Total Revolving Credit Commitments shall be reduced by the Revolving Credit Committed Amount of each such Nonextending Lender which is not so replaced. If the Revolving Credit Maturity Date of each Non-Extending Lenderwith respect to a Lender is extended pursuant to this Section 2.17, (i) the Revolving Credit Commitment of each Non-Extending Competitive Bid Expiration Date with respect to such Lender shall automatically terminate and (ii) the Borrower shall repay such Non-Extending Lender in accordance with Section 2.5 (be deemed to have been extended for, and shall pay to such Non-Extending Lender all of be the other obligations owing to it under this Agreement) and after giving effect thereto shall prepay any Revolving Credit Loans outstanding on such date (and pay any additional amounts required pursuant to Section 2.11) to the extent necessary to keep outstanding Revolving Credit Loans ratable with any revised Revolving Credit Commitment Percentage of the respective Lenders effective as of such date, and not more than 364 days after the Administrative Agent shall administer any necessary reallocation of the Revolving Credit Exposures (without regard to any minimum borrowing, pro rata borrowing and/or pro rata payment requirements contained elsewhere in this Agreement)then effective Competitive Bid Expiration Date. (h) This Section shall supersede any provisions in Section 2.7 or Section 12.1 to the contrary.

Extension of Revolving Credit Maturity Date. (a) The Borrower may at any time from time Provided that no Default or Event of Default has occurred and is continuing, Company may, by written notice to time Agent and each Bank (which notice shall be irrevocable and which shall not more than ninety (90be deemed effective unless actually received by Agent and each Bank) days and not less than thirty (30) 90 nor more than 120 days prior to any the first and second anniversary dates of the Closing Date, by notice to the Administrative Agent (who shall promptly notify the Lenders) not later than 10 Business Days (or such shorter period as the Administrative Agent may agree in its reasonable discretion) prior to the date on which the Lenders are requested to respond thereto (each such date, a “Lender Notice Date”)this Agreement, request that each Lender the Banks extend such Lender’s Revolving Credit Maturity Date to the date (each such date, an “Extension Date”) that is one year after the Revolving Credit Maturity Date then in effect for such Lender (the “Existing Revolving Credit Maturity Date”). (b) Each Lender, acting in its sole and individual discretion, shall, by notice to the Administrative Agent given not a date that is one year later than the applicable Lender Notice Date, advise the Administrative Agent whether or not such Lender agrees to such extension (each Lender that determines to so extend its Revolving Credit Maturity Date, an “Extending Lender”). Each Lender that determines not to so extend its Revolving Credit Maturity Date (a “Non-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), and any Lender that does not so advise the Administrative Agent on or before the Lender Notice 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 so agree, and it is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for extension of the Revolving Credit Maturity Date. (c) The Administrative Agent shall promptly notify the Borrower of each Lender’s determination under this Section. (d) The Borrower shall have the right, but shall not be obligated, on or before the applicable Revolving Credit Maturity Date for any Non-Extending Lender to replace such Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more financial institutions that are not Ineligible Institutions (each, an “Additional Commitment Lender”) approved by the Administrative Agent in accordance with the procedures provided in Section 12.7, each of which Additional Commitment Lenders shall have entered into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 12.6, with the Borrower or replacement Lender obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Commitment Lenders shall, effective on or before the Revolving Credit Maturity Date for then in effect (each such Non-Extending Lenderrequest, assume a Revolving Credit Commitment (and, if any such Additional Commitment Lender is already a Lender, its Revolving Credit Commitment shall be in addition to such Lender’s Revolving Credit Commitment hereunder on such date"Request"). Prior to any Non-Extending Lender being replaced by one or more Additional Commitment Lenders pursuant heretoEach Bank shall, such Non-Extending Lender may electnot later than thirty (30) calendar days following the date of its receipt of the Request, in its sole discretion, by giving irrevocable give written notice thereof to the Administrative Agent and the Borrower (which notice shall set forth stating whether such Lender’s new Revolving Credit Maturity Date), 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 Revolving Credit Commitments of the Lenders that have agreed Bank is willing to extend their Revolving Credit Maturity Date is more than 50% of the aggregate amount of the Revolving Credit Commitments in effect immediately prior to the applicable Extension Date, then, effective as of the applicable Extension Date, the Revolving Credit Maturity Date as requested. If Agent has received the aforesaid written approvals of such Request from each Extending Lender and of each Additional Commitment Lender shall be extended to the Banks, then, effective upon the date that is one year after of Agent's receipt of all such written approvals from the Existing Revolving Credit Maturity Date (except thatBanks, if such date is not a Business Dayas aforesaid, such Revolving Credit 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 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) no more than two (2) extensions of the Revolving Credit Maturity Date shall be permitted hereunder and (y) any extension of any so extended for an additional one year period, the term Revolving Credit Maturity Date pursuant to this Section 2.17 shall not be effective with respect to any Extending Lender unless:mean such extended date and Agent shall promptly notify the Company that such extension has occurred. (b) If (i) there shall exist no Default any Bank gives the Agent written notice that it is unwilling to extend the Revolving Credit Maturity Date as requested 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 with the same effect as though any Bank fails to provide written approval to Agent of such representations and warranties had been made on and as a Request within thirty (30) calendar days of the date of such Credit Event Bank's receipt of the Request, then (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 as of such earlier date); and (iiiw) the Administrative Agent Banks shall be deemed to have received a certificate from declined to extend the Borrower signed by an Authorized Officer Revolving Credit Maturity Date, (x) the then-current Revolving Credit Maturity Date shall remain in effect (with no further right on the part of Company to request extensions thereof under this Section 2.9), and (y) the commitments of the Borrower (A) certifying the accuracy Banks to make Advances 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) On Revolving Credit hereunder shall terminate on the Revolving Credit Maturity Date of each Non-Extending Lender, (i) the Revolving Credit Commitment of each Non-Extending Lender shall automatically terminate and (ii) the Borrower shall repay such Non-Extending Lender then in accordance with Section 2.5 (and shall pay to such Non-Extending Lender all of the other obligations owing to it under this Agreement) and after giving effect thereto shall prepay any Revolving Credit Loans outstanding on such date (and pay any additional amounts required pursuant to Section 2.11) to the extent necessary to keep outstanding Revolving Credit Loans ratable with any revised Revolving Credit Commitment Percentage of the respective Lenders effective as of such dateeffect, and the Administrative Agent shall administer any necessary reallocation of the Revolving Credit Exposures (without regard to any minimum borrowing, pro rata borrowing and/or pro rata payment requirements contained elsewhere in this Agreement)promptly notify Company thereof. (h) This Section shall supersede any provisions in Section 2.7 or Section 12.1 to the contrary.

Extension of Revolving Credit Maturity Date. (a) The Borrower may at any time from time Provided that no Default or Event of Default has occurred and is continuing, Company may, by written notice to time Agent and each Bank (which notice shall be irrevocable and which shall not be deemed effective unless actually received by Agent and each Bank) more than ninety (90) days and not less than thirty (30) days prior to any anniversary of the Closing Date, by notice to the Administrative Agent (who shall promptly notify the Lenders) not later than 10 Business Days (or such shorter period as the Administrative Agent may agree in its reasonable discretion) prior to the date on which the Lenders are requested to respond thereto (each such date, a “Lender Notice Date”), request that each Lender extend such Lender’s Revolving Credit Maturity Date to then in effect, request that the date (each such date, an “Extension Date”) that is one year after Banks extend the Revolving Credit Maturity Date then in effect for such Lender (the “Existing Revolving Credit Maturity Date”). (b) Each Lender, acting in its sole and individual discretion, shall, by notice to the Administrative Agent given not a date that is one year later than the applicable Lender Notice Date, advise the Administrative Agent whether or not such Lender agrees to such extension (each Lender that determines to so extend its Revolving Credit Maturity Date, an “Extending Lender”). Each Lender that determines not to so extend its Revolving Credit Maturity Date (a “Non-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), and any Lender that does not so advise the Administrative Agent on or before the Lender Notice 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 so agree, and it is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for extension of the Revolving Credit Maturity Date. (c) The Administrative Agent shall promptly notify the Borrower of each Lender’s determination under this Section. (d) The Borrower shall have the right, but shall not be obligated, on or before the applicable Revolving Credit Maturity Date for any Non-Extending Lender to replace such Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more financial institutions that are not Ineligible Institutions (each, an “Additional Commitment Lender”) approved by the Administrative Agent in accordance with the procedures provided in Section 12.7, each of which Additional Commitment Lenders shall have entered into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 12.6, with the Borrower or replacement Lender obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Commitment Lenders shall, effective on or before the Revolving Credit Maturity Date for then in effect (each such Non-Extending Lenderrequest, assume a Revolving Credit Commitment (and, if any such Additional Commitment Lender is already a Lender, its Revolving Credit Commitment shall be in addition to such Lender’s Revolving Credit Commitment hereunder on such date"Request"). Prior to any Non-Extending Lender being replaced by one or more Additional Commitment Lenders pursuant heretoEach Bank shall, such Non-Extending Lender may electnot later than thirty (30) calendar days following the date of its receipt of the Request, in its sole discretion, by giving irrevocable give written notice thereof to the Administrative Agent and the Borrower (which notice shall set forth stating whether such Lender’s new Revolving Credit Maturity Date), 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 Revolving Credit Commitments of the Lenders that have agreed Bank is willing to extend their Revolving Credit Maturity Date is more than 50% of the aggregate amount of the Revolving Credit Commitments in effect immediately prior to the applicable Extension Date, then, effective as of the applicable Extension Date, the Revolving Credit Maturity Date as requested. If Agent has received the aforesaid written approvals of such Request from each Extending Lender and of each Additional Commitment Lender shall be extended to the Banks, then, effective upon the date that is one year after of Agent's receipt of all such written approvals from the Existing Revolving Credit Maturity Date (except thatBanks, if such date is not a Business Dayas aforesaid, such Revolving Credit 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 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) no more than two (2) extensions of the Revolving Credit Maturity Date shall be permitted hereunder and (y) any extension of any so extended for an additional one year period, the term Revolving Credit Maturity Date pursuant to this Section 2.17 shall not be effective with respect to any Extending Lender unless:mean such extended date and Agent shall promptly notify the Company that such extension has occurred. (b) If (i) there shall exist no Default any Bank gives the Agent written notice that it is unwilling to extend the Revolving Credit Maturity Date as requested 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 with the same effect as though any Bank fails to provide written approval to Agent of such representations and warranties had been made on and as a Request within thirty (30) calendar days of the date of such Credit Event Bank's receipt of the Request, then (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 as of such earlier date); and (iiiw) the Administrative Agent Banks shall be deemed to have received a certificate from declined to extend the Borrower signed by an Authorized Officer Revolving Credit Maturity Date, (x) the then-current Revolving Credit Maturity Date shall remain in effect (with no further right on the part of Company to request extensions thereof under this Section 2.9), and (y) the commitments of the Borrower (A) certifying the accuracy Banks to make Advances 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) On Revolving Credit hereunder shall terminate on the Revolving Credit Maturity Date of each Non-Extending Lender, (i) the Revolving Credit Commitment of each Non-Extending Lender shall automatically terminate and (ii) the Borrower shall repay such Non-Extending Lender then in accordance with Section 2.5 (and shall pay to such Non-Extending Lender all of the other obligations owing to it under this Agreement) and after giving effect thereto shall prepay any Revolving Credit Loans outstanding on such date (and pay any additional amounts required pursuant to Section 2.11) to the extent necessary to keep outstanding Revolving Credit Loans ratable with any revised Revolving Credit Commitment Percentage of the respective Lenders effective as of such dateeffect, and the Administrative Agent shall administer any necessary reallocation of the Revolving Credit Exposures (without regard to any minimum borrowing, pro rata borrowing and/or pro rata payment requirements contained elsewhere in this Agreement)promptly notify Company thereof. (h) This Section shall supersede any provisions in Section 2.7 or Section 12.1 to the contrary.

Extension of Revolving Credit Maturity Date. (a) The Borrower may at any time from time to time not more than ninety (90) days Provided that no Default or Event of Default has occurred and not less than thirty (30) days prior to any anniversary of the Closing Dateis continuing, Borrowers may, by written notice to the Administrative Agent (who with sufficient copies for each Lender) (which notice shall promptly notify the Lenders) be irrevocable and which shall not later than 10 Business Days (or such shorter period as the Administrative Agent may agree in its reasonable discretionbe deemed effective unless actually received by Agent) prior to the date on which the Lenders are requested to respond thereto (March 1, but not before February 1 of each such date, a “Lender Notice Date”)year beginning in 2003, request that each Lender the Lenders extend such Lender’s the then applicable Revolving Credit Maturity Date to the a date (each such date, an “Extension Date”) that is one year after later than the Revolving Credit Maturity Date then in effect for such Lender (the “Existing Revolving Credit Maturity Date”). (b) Each Lender, acting in its sole and individual discretion, shall, by notice to the Administrative Agent given not later than the applicable Lender Notice Date, advise the Administrative Agent whether or not such Lender agrees to such extension (each Lender that determines to so extend its Revolving Credit Maturity Datesuch request, an “Extending Lender”a "Request"). Each Lender that determines shall, not to so extend its Revolving Credit Maturity Date (a “Non-Extending Lender”) shall notify the Administrative Agent of such fact promptly later than 30 days after such determination (but in any event no later than the Lender Notice Date)Request, and any Lender that does not so advise the Administrative Agent on or before the Lender Notice 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 so agree, and it is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for extension of the Revolving Credit Maturity Date. (c) The Administrative Agent shall promptly notify the Borrower of each Lender’s determination under this Section. (d) The Borrower shall have the right, but shall not be obligated, on or before the applicable Revolving Credit Maturity Date for any Non-Extending Lender to replace such Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more financial institutions that are not Ineligible Institutions (each, an “Additional Commitment Lender”) approved by the Administrative Agent in accordance with the procedures provided in Section 12.7, each of which Additional Commitment Lenders shall have entered into an Assignment and Assumption (in accordance with and subject give written notice to the restrictions contained in Section 12.6, with the Borrower or replacement Agent stating whether such Lender obligated is willing to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Commitment Lenders shall, effective on or before extend the Revolving Credit Maturity Date for as requested. If Agent has received the aforesaid written approvals of such Non-Extending Lender, assume a Revolving Credit Commitment (and, if any such Additional Commitment Lender is already a Lender, its Revolving Credit Commitment shall be in addition to such Lender’s Revolving Credit Commitment hereunder on such date). Prior to any Non-Extending Lender being replaced by one or more Additional Commitment Lenders pursuant hereto, such Non-Extending Lender may elect, in its sole discretion, by giving irrevocable notice thereof to the Administrative Agent and the Borrower (which notice shall set forth such Lender’s new Revolving Credit Maturity Date), 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 Request from each of the Borrower but without the consent of any other Lenders. (e) If (and only if) the total of the Revolving Credit Commitments of the Lenders that have agreed to extend their Revolving Credit Maturity Date is more than 50% of the aggregate amount of the Revolving Credit Commitments in effect immediately prior to the applicable Extension Date, then, effective as of the applicable Extension Date, the Revolving Credit Maturity Date of each Extending Lender and of each Additional Commitment Lender shall be extended to upon the date that is one year after of Agent's receipt of all such written approvals from the Existing Revolving Credit Maturity Date (except thatLenders, if such date is not a Business Dayas aforesaid, such Revolving Credit 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 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) no more than two (2) extensions of the Revolving Credit Maturity Date shall be permitted hereunder and (y) any extension of any so extended for such additional one year period, the term Revolving Credit Maturity Date pursuant to this Section 2.17 shall not be effective with respect to any Extending Lender unless:mean such extended date and Agent shall promptly notify the Borrowers that such extension has occurred. (b) If (i) there shall exist no Default or Event of Default on any Lender gives 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 with the same effect as though such representations and warranties had been made on and as of the date of such Credit Event (except where such representations and warranties expressly relate Agent written notice that it is unwilling to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects 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) On extend the Revolving Credit Maturity Date as requested or (ii) any Lender fails to provide written approval to Agent of each Non-Extending Lendersuch a Request on or before 30 days after the applicable Request, then (iw) the Lenders shall be deemed to have declined to extend the Revolving Credit Commitment Maturity Date, (x) the then-current Revolving Credit Maturity Date shall remain in effect (with no further right on the part of each Non-Extending Lender shall automatically terminate Borrowers to request extensions thereof under this Section 2.17), and (iiy) the Borrower shall repay such Non-Extending Lender in accordance with Section 2.5 (and shall pay to such Non-Extending Lender all commitments of the other obligations owing Lenders to it under this Agreement) and after giving effect thereto shall prepay any Revolving Credit Loans outstanding on such date (and pay any additional amounts required pursuant to Section 2.11) to the extent necessary to keep outstanding Revolving Credit Loans ratable with any revised Revolving Credit Commitment Percentage of the respective Lenders effective as of such date, and the Administrative Agent shall administer any necessary reallocation make Advances of the Revolving Credit Exposures (without regard to any minimum borrowinghereunder shall terminate on the Revolving Credit Maturity Date then in effect, pro rata borrowing and/or pro rata payment requirements contained elsewhere in this Agreement)and Agent shall promptly notify Borrowers thereof. (h) This Section shall supersede any provisions in Section 2.7 or Section 12.1 to the contrary.