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

Extension of Revolving Credit Maturity Date. The Borrower 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 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 after delivery of any such request, each Lender shall notify the Administrative Agent in writing as to whether it agrees to such extension. If the Lenders agree to such extension, the Borrower shall be entitled to an extension of the Revolving Credit Maturity Date to the Requested Revolving Credit Extension Date. Within thirty-five (35) days after delivery of such request, the Administrative Agent shall advise the Borrower as to whether the Lenders have agreed to the extension, subject to final documentation. The extended Revolving Credit Maturity Date shall be binding upon only those Lenders that have provided their consent to the extension. If the Lenders have not consented to an extension requested by the Borrower, on the then current Revolving Credit Maturity Date all Loans and other amounts outstanding hereunder including principal, interest and fees shall be paid to the Administrative Agent, the amount of each Lenders’ L/C Exposure shall be deposited with the Administrative Agent in an interest bearing account to be held as collateral security in accordance with Section 1.6(j) for the Borrower’s Obligations to the Lenders in respect of Letters of Credit outstanding after the then current Revolving Credit Maturity Date and the Revolving Credit shall be cancelled. For greater certainty, any amounts deposited by way of collateral security for the Borrower’s Obligations in respect of a Letter of Credit outstanding after the then current Revolving Credit Maturity Date shall be returned to the Borrower as soon as reasonably possible after the term of such Letter of Credit expires or the amount thereof is reduced if and to the extent that the Lenders have not been called upon to 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 Maturity Date, the Administrative Agent may apply the amounts held as collateral security in repayment of the Borrower’s obligations with respect to such Letter of Credit.

Extension of Revolving Credit Maturity Date. The Borrower may, annually during the period between ninety (90) and sixty (60) days prior to each anniversary (each, by delivery of a “Revolving Credit Anniversary”) of the date of this Agreement and so long as no Default or Event of Default exists, deliver a written request to the Administrative Agent (which shall promptly deliver a copy to each of the Lenders) not less than 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 (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 not later than the 20th day after the date of the Administrative 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 requested extension (each Lender agreeing to a requested extension being called a “Consenting Lender” and each Lender declining to agree to a requested extension being called a “Declining Lender”). Any Lender that has not so advised the Borrower and the Administrative Agent by such day shall be deemed to have declined to agree to such extension and shall be a Declining Lender. If Lenders constituting the Required Lenders shall have agreed to a Revolving Credit Maturity Date Extension Request, then the Revolving Credit Maturity Date 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 prior to giving effect to any such extension (such Revolving Credit Maturity Date being called the “Existing Revolving Credit Maturity Date”). The principal amount of any outstanding Revolving Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the account of such Declining Lenders hereunder, shall be due and payable on the Existing Revolving Credit Maturity Date, and on the Existing Revolving Credit Maturity Date, the Borrower shall also make such other prepayments of 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 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, pursuant to Section 9.04, at any time prior to the Existing Revolving Credit Maturity Date, to replace a Declining Lender with a Lender or other financial institution that will agree to a Revolving Credit Maturity Date Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender. Notwithstanding the foregoing, no extension of the Revolving Credit Maturity Date pursuant to a date which is one year from and after the Revolving Credit Anniversary immediately following such request this paragraph shall become effective unless (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 (30i) days after delivery of any such request, each Lender shall notify the Administrative Agent in writing as shall have received documents consistent with those delivered with respect to whether it agrees the Borrower under Section 4.01(b) through (d), giving effect to such extension. If extension and (ii) on the Lenders agree to such extension, anniversary of the date that immediately follows the date on which the Borrower shall be entitled to an extension of delivers the applicable Revolving Credit Maturity Date to Extension Request, the Requested Revolving Credit Extension Date. Within thirty-five (35) days after delivery of such request, conditions set forth in Section 4.02 shall be satisfied and the Administrative Agent shall advise the Borrower as have received a certificate to whether the Lenders have agreed to the extension, subject to final documentation. The extended Revolving Credit Maturity Date shall be binding upon only those Lenders that have provided their consent to the extension. If the Lenders have not consented to an extension requested effect dated such date and executed by the Borrower, on the then current Revolving Credit Maturity Date all Loans and other amounts outstanding hereunder including principal, interest and fees shall be paid to the Administrative Agent, the amount of each Lenders’ L/C Exposure shall be deposited with the Administrative Agent in an interest bearing account to be held as collateral security in accordance with Section 1.6(j) for the Borrower’s Obligations to the Lenders in respect of Letters of Credit outstanding after the then current Revolving Credit Maturity Date and the Revolving Credit shall be cancelled. For greater certainty, any amounts deposited by way of collateral security for the Borrower’s Obligations in respect of a Letter of Credit outstanding after the then current Revolving Credit Maturity Date shall be returned to the Borrower as soon as reasonably possible after the term of such Letter of Credit expires or the amount thereof is reduced if and to the extent that the Lenders have not been called upon to 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 Maturity Date, the Administrative Agent may apply the amounts held as collateral security in repayment of the Borrower’s obligations with respect to such Letter of CreditResponsible Officer.

Extension of Revolving Credit Maturity Date. The Borrower mayOn and after the first Anniversary Date hereof, 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 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 may be extended for successive one year from and after periods at the Revolving Credit Anniversary immediately following such request (of the “Requested Revolving Credit Extension Date”). The request shall be accompanied by an updated budget for Borrower with the Loan Parties for the upcoming Fiscal Year. Within thirty (30) days after delivery express consent of any such request, each Lender shall notify as provided below. Not later than the Administrative Agent in writing as date 60 days prior to whether it agrees to such extension. If the Lenders agree to such extensioneach Anniversary Date, the Borrower shall be entitled shall, at its option, in a written notice to the Agent request (an extension of "Extension Request") that the 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 Requested Revolving Credit Extension Agent its express written consent thereto no later than such Anniversary Date. Within thirty-five If (35i) 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, 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 (a "Replacement Lender") by giving (not later than 90 days after delivery such Anniversary Date) notice of the name of such requestReplacement Lender to the Agent. Upon notice from the Agent, each Nonextending Lender shall promptly (but in no event later than the Administrative Agent shall advise date which is 120 days after such Anniversary Date) assign all of its interests hereunder to such Replacement Lender in accordance with the Borrower as provisions of Section 9.14(c) hereof. If, prior to whether 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 extensionBorrower in accordance with the terms of this Section 2.03, subject to final documentation. The extended the Revolving Credit Maturity Date shall be binding upon only those Lenders extended in accordance with such Extension Request; provided, however, that have provided their consent to the extension. If the Lenders have not consented to an extension requested by the Borrower, on the then current original Revolving Credit Maturity Date (as such date may have been previously extended), the Borrower shall pay to the Agent for the account of such Nonextending Lender such Nonextending Lender's Pro Rata share of all Loans outstanding Revolving Credit Loans, together with interest thereon, and other amounts outstanding hereunder including principal, interest all fees due and fees payable to such Nonextending Lender and the total Revolving Credit Commitment shall be paid irrevocably reduced by an amount equal to the Administrative Agent, the amount Commitment of each Lenders’ L/C Exposure shall be deposited with the Administrative Agent in an interest bearing account Nonextending Lender. If all Lenders consent to be held as collateral security any such Extension Request (or, if any Nonextending Lenders are replaced in accordance with Section 1.6(j) for this Section), then as of 5:00 p.m. Pittsburgh time on the Borrower’s Obligations to date which is 120 days after such Anniversary Date the Lenders in respect of Letters of Credit outstanding after the then current Revolving Credit Maturity Date and the Revolving Credit shall be cancelled. For greater certainty, any amounts deposited by way of collateral security for the Borrower’s Obligations in respect of a Letter of Credit outstanding after the then current Revolving Credit Maturity Date shall be returned deemed to have been extended for, and shall be the Borrower as soon as reasonably possible after the term of such Letter of Credit expires or the amount thereof is reduced if and to the extent that the Lenders have not been called upon to make payment on the outstanding Letter of Credit. If all or any part of a Letter of Credit is drawn date, one year after the then current effective Revolving Credit Maturity Date, the Administrative Agent may apply the amounts held as collateral security in repayment of the Borrower’s obligations with respect to such Letter of Credit.

Extension of Revolving Credit Maturity Date. The Borrower may, annually during the period between ninety (90a) and sixty (60) At least 30 days but not more than 60 days prior to each any anniversary (each, a “Revolving Credit Anniversary”) of the date of this Agreement and so long as no Default or Event of Default existsEffective Date (provided that Viacom may not exercise such right more than twice), deliver a request Viacom may, upon notice to the Administrative Agent for an (which shall promptly notify the Lenders), request a one-year extension of the Revolving Credit Maturity Date to a date which is one year from and after then in effect (an “Extension Request”); provided that the Revolving Credit Anniversary immediately following 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 request Extension Request (or such later date as Viacom and the Administrative Agent shall agree) (the “Requested Revolving Credit Extension DateDeadline”). The request shall be accompanied by an updated budget for the Loan Parties for the upcoming Fiscal Year. Within thirty (30) days after delivery of any such request, each Lender shall notify the Administrative Agent and Viacom promptly (but in any event no later than the Extension Deadline) in writing as to whether or not it agrees consents to such extension. If the Lenders Extension Request (which consent may be given or withheld in such Lender’s sole and absolute discretion) (each Lender agreeing to an Extension Request, an “Extending Lender” and each Lender declining to agree to an Extension Request, a “Non-Extending Lender”). Any Lender with a then-effective Commitment may consent to an Extension Request irrespective of whether such extension, Lender previously had not been an Extending Lender with respect to a previous Extension Request. Any Lender not responding within the Borrower above specified time period shall be entitled deemed not to an extension of the Revolving Credit Maturity Date have consented to the Requested Revolving Credit such Extension DateRequest. Within thirty-five (35) days after delivery of such request, the The Administrative Agent shall advise the Borrower as to whether promptly notify Viacom and the Lenders have agreed to of the extension, subject to final documentation. The extended Revolving Credit Maturity Date shall be binding upon only those Lenders that have provided their consent to the extension. If the Lenders have not consented to an extension requested by the Borrower, on the then current Revolving Credit Maturity Date all Loans and other amounts outstanding hereunder including principal, interest and fees shall be paid to the Administrative Agent, the amount of each Lenders’ L/C Exposure shall be deposited with the Administrative Agent in an interest bearing account to be held as collateral security in accordance with Section 1.6(j) for the Borrower’s Obligations to the Lenders in respect of Letters of Credit outstanding after the then current Revolving Credit Maturity Date and the Revolving Credit shall be cancelled. For greater certainty, any amounts deposited by way of collateral security for the Borrower’s Obligations in respect of a Letter of Credit outstanding after the then current Revolving Credit Maturity Date shall be returned to the Borrower as soon as reasonably possible after the term of such Letter of Credit expires or the amount thereof is reduced if and to the extent that the Lenders have not been called upon to 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 Maturity Date, the Administrative Agent may apply the amounts held as collateral security in repayment of the Borrower’s obligations with respect to such Letter of Creditresponses.

Extension of Revolving Credit Maturity Date. The Borrower 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 so long as no Default or Event of Default exists, deliver Maturity Date may be extended with respect to a request to the Administrative Agent Lender for an extension additional 364 day period with the express written consent of such Lender as provided below. If the Borrower desires to extend the Revolving Credit Maturity Date it shall send a request therefor, which shall be made to a all Lenders, to the Administrative Agent. Not later than the date which is one year from and after 60 days prior to the Revolving Credit Anniversary immediately following such request (Maturity Date 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 after delivery of any such requestBorrower shall, each Lender shall notify at its option, in a written notice to the Administrative Agent in writing as to whether it agrees to such extensionrequest that the Revolving Credit Maturity Date be extended for a period of 364 days. If The Administrative Agent shall promptly inform the Lenders agree of such request. Each Lender that agrees with such request shall deliver to such extension, the Borrower shall be entitled Administrative Agent its express written consent thereto on the day prior to the Revolving Credit Maturity Date. With respect to each Lender which has consented to an extension of the Revolving Credit Maturity Date to as provided in the Requested Revolving Credit Extension Date. Within thirty-five (35) days after delivery of such requestimmediately preceding sentence, the Administrative Agent shall advise the Borrower as to whether the Lenders have agreed to the extension, subject to final documentation. The extended Revolving Credit Maturity Date shall be binding upon only those Lenders that have provided their consent to extended for, and shall thereafter be the extensiondate, 364 days after the then effective Revolving Credit Maturity Date. If any Lender notifies the Lenders have not consented Administrative Agent in writing prior to an extension requested by the Borrower, on the such then current effective Revolving Credit Maturity Date all Loans that it will not consent to such Extension Request or shall not have in writing expressly consented to any such Extension Request as provided in the preceding sentence, then the Administrative Agent shall so notify the Borrower and other amounts outstanding hereunder including principalthe Borrower, interest and fees shall be paid at its option, may replace each Nonextending Lender with another commercial lending institution reasonable satisfactory to each Agent (a "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 amount of each Lenders’ L/C Exposure shall be deposited with the Administrative Agent in an interest bearing account to be held as collateral security in accordance with Section 1.6(j) for shall inform the Borrower’s Obligations Funding Agent of the name of such proposed Replacement Lender. Unless either Agent shall object to the Lenders in respect identity of Letters of Credit outstanding after such proposed Replacement Lender on or before the day prior to the then current Revolving Credit Maturity Date and the Revolving Credit shall be cancelled. For greater certainty, any amounts deposited by way of collateral security for the Borrower’s Obligations in respect of a Letter of Credit outstanding after the then current Revolving Credit Maturity Date shall be returned to the Borrower as soon as reasonably possible after the term of such Letter of Credit expires or the amount thereof is reduced if and to the extent that the Lenders have not been called upon to make payment on the outstanding Letter of Credit. If all or any part of a Letter of Credit is drawn after the then current effective Revolving Credit Maturity Date, upon notice from the Administrative Agent may apply Agent, each Nonextending Lender shall promptly (but in no event later than the amounts held as collateral security close of business on the then effective Revolving Credit Maturity Date) assign all of its interests hereunder to such Replacement Lender in repayment 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’s obligations related Nonextending Lender. To the extent any Nonextending Lender is not replaced with a Replacement Lender by the close of business on the then effective Revolving Credit Maturity Date, on such 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 with respect to a Lender is extended pursuant to this Section 2.17, the Competitive Bid Expiration Date with respect to such Letter of CreditLender 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 Date.

Extension of Revolving Credit Maturity Date. The Borrower mayOn and after the first Anniversary Date hereof, 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 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 and the Competitive Bid Expiration Date may be extended for successive one year from and after periods at the request of the Borrower with the express consent of each Lender (to be at such Lender's sole discretion) as provided below. Not later than the date 60 days prior to each Anniversary Date, the Borrower shall, at its option, in a written notice to the Administrative Agent request (an "EXTENSION REQUEST") that the Revolving Credit Anniversary immediately following such request (Maturity Date be extended for a period of one year PROVIDED that the “Requested Revolving Borrower must also request, to the extent the Other Credit Extension Date”)Agreement is in effect, the extension of the "REVOLVING CREDIT MATURITY DATE" under the Other Credit Agreement. The request Administrative Agent shall be accompanied by an updated budget for promptly inform the Loan Parties for Lenders of such Extension Request. Each Lender that agrees with such Extension Request shall deliver to the upcoming Fiscal YearAdministrative Agent its express written consent thereto no later than such Anniversary Date. Within thirty If (30i) days after delivery of any such request, each Lender shall notify notifies the Administrative Agent in writing as to whether it agrees prior to such extension. If Anniversary Date that it will not consent to such Extension Request or (ii) all of the Lenders agree have not in writing expressly consented to any such extensionExtension Request as provided in the preceding sentence, the Borrower shall be entitled to an extension of the Revolving Credit Maturity Date to the Requested Revolving Credit Extension Date. Within thirty-five (35) days after delivery of such request, then the Administrative Agent shall advise so notify the Borrower as to whether and the Lenders have 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 extensionAdministrative Agent and the LC Issuer (a "REPLACEMENT LENDER") and/or with one or more existing Lenders by giving (not later than 160 days after such Anniversary Date) notice of the name of such Replacement Lender or such existing Lenders to the Administrative Agent. Unless the Administrative Agent or the LC Issuer shall object to the identity of such proposed Replacement Lender (in the case of a Replacement Lender) prior to the date 170 days after such Anniversary Date, subject upon notice from the Administrative Agent, 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 final documentationsuch Replacement Lender and/or existing Lenders in accordance with the provisions of Section 10.14(c) hereof. The extended 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 date which is 180 days after such Anniversary Date, the Revolving Credit Maturity Date shall be binding upon only those Lenders that deemed to have provided their consent to been extended for, and shall be the extension. If the Lenders have not consented to an extension requested by the Borrowerdate, on one year after the then current effective Revolving Credit Maturity Date, and if the Revolving Credit Maturity Date all Loans and other amounts outstanding hereunder including principalis so extended, interest and fees the Competitive Bid Expiration Date (as such dates may have been previously extended pursuant to this Section) shall be paid deemed to the Administrative Agenthave been extended for, the amount of each Lenders’ L/C Exposure and shall be deposited with the Administrative Agent in an interest bearing account date, one year after the then effective Competitive Bid Expiration Date. If any Lender declines to be held as collateral security consent to any such Extension Request and such Lender is not replaced in accordance with Section 1.6(j) for this Section, then the Borrower’s Obligations to the Lenders in respect of Letters of Credit outstanding after the then current Revolving Credit Maturity Date and the Revolving Competitive Bid Expiration Date then in effect shall not be extended. To the extent the Other Credit Agreement is in effect, the "REVOLVING CREDIT COMMITMENT AMOUNT" of a Nonextending Lender under the Other Credit Agreement shall be cancelled. For greater certainty, any amounts deposited replaced or assumed at the same percentage by way of collateral security for the Borrower’s Obligations in respect of a Letter of Credit outstanding after the then current Revolving Credit Maturity Date shall be returned to the Borrower as soon as reasonably possible after the term of such Letter of Credit expires or the amount thereof is reduced if and to the extent that the Lenders have not been called upon to 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 Maturity Date, the Administrative Agent may apply the amounts held as collateral security in repayment of the Borrower’s obligations with respect to Replacement Lender and/or such Letter of Creditexisting Lenders.

Extension of Revolving Credit Maturity Date. The Revolving Credit Maturity Date may be extended for successive one year periods at the request of the Borrower may, annually during with the period between ninety (90) and sixty (60) express consent of each Lender as provided below. Not later than the date 90 days prior to each anniversary (eachAnniversary Date, the Borrower shall, at its option, in a “Revolving Credit Anniversary”) of the date of this Agreement and so long as no Default or Event of Default exists, deliver a request written notice to the Administrative Agent for request (an extension of "Extension Request") that the Revolving Credit Maturity Date to be extended for a date which is period of one year from and after the Revolving Credit Anniversary immediately following such request (the “Requested Revolving Credit Extension Date”)year. The request Agent shall be accompanied by an updated budget for promptly inform the Loan Parties for Lenders of such Extension Request. Each Lender that agrees with such Extension Request shall deliver to the upcoming Fiscal YearAgent its express written consent thereto no later than 60 days prior to such Anniversary Date. Within thirty If (30i) days after delivery of any such request, each Lender shall notify notifies the Administrative Agent in writing as to whether it agrees on or before the 60th day prior to such extension. If Anniversary Date that it will not consent to such Extension Request or (ii) all of the Lenders agree 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, Extension Request (a "Nonextending Lender") with another commercial lending institution reasonably satisfactory to the Borrower shall be entitled Agent (a "Replacement Lender") by giving notice (not later than the date 30 days prior to an extension such Anniversary Date) of the Revolving Credit Maturity Date name of such Replacement Lender to the Requested Revolving Credit Extension DateAgent. Within thirty-five (35) days after delivery Unless the Agent shall object to the identity of such requestproposed Replacement Lender prior to the date 20 days prior to such Anniversary Date, upon notice from the Administrative Agent Agent, each Nonextending Lender shall advise promptly (but in no event later than such Anniversary Date) assign all of its interests hereunder to such Replacement Lender in accordance with the Borrower as provisions of Section 10.14(c) hereof. If, prior to whether 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 extensionBorrower in accordance with the terms of this Section 2.01(e), subject to final documentation. The extended the Revolving Credit Maturity Date shall be binding upon only those Lenders extended in accordance with such Extension Request; provided, however, that have provided their consent to the extension. If the Lenders have not consented to an extension requested by the Borrower, on the then current original Revolving Credit Maturity Date (as such date may have been previously extended), the Commitment of each Nonextending Lender shall be terminated, the Borrower shall pay to 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 other amounts outstanding hereunder including principalLetter of Credit Reimbursement Obligations, interest and fees the total Revolving Credit Commitment shall be paid irrevocably reduced by an amount equal to the Administrative Agentaggregate Commitments of all Nonextending Lenders. If all Lenders consent to any such Extension Request (or, the amount of each Lenders’ L/C Exposure shall be deposited with the Administrative Agent in an interest bearing account to be held as collateral security if any Nonextending Lenders are replaced in accordance with Section 1.6(j) for this Section), then as of 5:00 p.m. Pittsburgh time on the Borrower’s Obligations to Anniversary Date the Lenders in respect of Letters of Credit outstanding after the then current Revolving Credit Maturity Date and the Revolving Credit shall be cancelled. For greater certainty, any amounts deposited by way of collateral security for the Borrower’s Obligations in respect of a Letter of Credit outstanding after the then current Revolving Credit Maturity Date shall be returned deemed to have been extended for, and shall be the Borrower as soon as reasonably possible after the term of such Letter of Credit expires or the amount thereof is reduced if and to the extent that the Lenders have not been called upon to make payment on the outstanding Letter of Credit. If all or any part of a Letter of Credit is drawn date, one year after the then current effective Revolving Credit Maturity Date, the Administrative Agent Date (as such date may apply the amounts held as collateral security in repayment of the Borrower’s obligations with respect have been previously extended pursuant to such Letter of Creditthis Section).

Extension of Revolving Credit Maturity Date. The Borrower may, annually during the period between ninety (90a) and sixty (60) At least 30 days but not more than 60 days prior to each any anniversary (each, a “Revolving Credit Anniversary”) of the date of this Agreement and so long as no Default or Event of Default existsEffective Date (provided that ViacomCBS may not exercise such right more than twice), deliver a request ViacomCBS may, upon notice to the Administrative Agent for an (which shall promptly notify the Lenders), request a one-year extension of the Revolving Credit Maturity Date to a date which is one year from and after then in effect (an “Extension Request”); provided that the Revolving Credit Anniversary immediately following 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 request Extension Request (or such later date as ViacomCBS and the Administrative Agent shall agree) (the “Requested Revolving Credit Extension DateDeadline”). The request shall be accompanied by an updated budget for the Loan Parties for the upcoming Fiscal Year. Within thirty (30) days after delivery of any such request, each Lender shall notify the Administrative Agent and ViacomCBS promptly (but in any event no later than the Extension Deadline) in writing as to whether or not it agrees consents to such extension. If the Lenders Extension Request (which consent may be given or withheld in such Lender’s sole and absolute discretion) (each Lender agreeing to an Extension Request, an “Extending Lender” and each Lender declining to agree to an Extension Request, a “Non-Extending Lender”). Any Lender with a then-effective Commitment may consent to an Extension Request irrespective of whether such extension, Lender previously had not been an Extending Lender with respect to a previous Extension Request. Any Lender not responding within the Borrower above specified time period shall be entitled deemed not to an extension of the Revolving Credit Maturity Date have consented to the Requested Revolving Credit such Extension DateRequest. Within thirty-five (35) days after delivery of such request, the The Administrative Agent shall advise the Borrower as to whether promptly notify ViacomCBS and the Lenders have agreed to of the extension, subject to final documentation. The extended Revolving Credit Maturity Date shall be binding upon only those Lenders that have provided their consent to the extension. If the Lenders have not consented to an extension requested by the Borrower, on the then current Revolving Credit Maturity Date all Loans and other amounts outstanding hereunder including principal, interest and fees shall be paid to the Administrative Agent, the amount of each Lenders’ L/C Exposure shall be deposited with the Administrative Agent in an interest bearing account to be held as collateral security in accordance with Section 1.6(j) for the Borrower’s Obligations to the Lenders in respect of Letters of Credit outstanding after the then current Revolving Credit Maturity Date and the Revolving Credit shall be cancelled. For greater certainty, any amounts deposited by way of collateral security for the Borrower’s Obligations in respect of a Letter of Credit outstanding after the then current Revolving Credit Maturity Date shall be returned to the Borrower as soon as reasonably possible after the term of such Letter of Credit expires or the amount thereof is reduced if and to the extent that the Lenders have not been called upon to 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 Maturity Date, the Administrative Agent may apply the amounts held as collateral security in repayment of the Borrower’s obligations with respect to such Letter of Creditresponses.

Extension of Revolving Credit Maturity Date. The Borrower mayOn and after the first Anniversary Date hereof, 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 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 and the Competitive Bid Expiration Date may be extended for successive one year from and after periods at the request of the Borrower with the express consent of each Lender (to be at such Lender's sole discretion) as provided below. Not later than the date 60 days prior to each Anniversary Date, the Borrower shall, at its option, in a written notice to the Administrative Agent request (an "Extension Request") that the Revolving Credit Anniversary immediately following such request (Maturity Date be extended for a period of one year provided that the “Requested Borrower must also request, to the extent the Other Credit Agreement is in effect, the extension of the "Revolving Credit Extension Maturity Date”)" under the Other Credit Agreement. The request Administrative Agent shall be accompanied by an updated budget for promptly inform the Loan Parties for Lenders of such Extension Request. Each Lender that agrees with such Extension Request shall deliver to the upcoming Fiscal YearAdministrative Agent its express written consent thereto no later than such Anniversary Date. Within thirty If (30i) days after delivery of any such request, each Lender shall notify notifies the Administrative Agent in writing as to whether it agrees prior to such extension. If Anniversary Date that it will not consent to such Extension Request or (ii) all of the Lenders agree have not in writing expressly consented to any such extensionExtension Request as provided in the preceding sentence, the Borrower shall be entitled to an extension of the Revolving Credit Maturity Date to the Requested Revolving Credit Extension Date. Within thirty-five (35) days after delivery of such request, then the Administrative Agent shall advise so notify the Borrower as to whether and the Lenders have 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 extensionAdministrative Agent and the LC Issuer (a "Replacement Lender") and/or with one or more existing Lenders by giving (not later than 160 days after such Anniversary Date) notice of the name of such Replacement Lender or such existing Lenders to the Administrative Agent. Unless the Administrative Agent or the LC Issuer shall object to the identity of such proposed Replacement Lender (in the case of a Replacement Lender) prior to the date 170 days after such Anniversary Date, subject upon notice from the Administrative Agent, 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 final documentationsuch Replacement Lender and/or existing Lenders in accordance with the provisions of Section 10.14(c) hereof. The extended 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 date which is 180 days after such Anniversary Date, the Revolving Credit Maturity Date shall be binding upon only those Lenders that deemed to have provided their consent to been extended for, and shall be the extension. If the Lenders have not consented to an extension requested by the Borrowerdate, on one year after the then current effective Revolving Credit Maturity Date, and if the Revolving Credit Maturity Date all Loans and other amounts outstanding hereunder including principalis so extended, interest and fees the Competitive Bid Expiration Date (as such dates may have been previously extended pursuant to this Section) shall be paid deemed to the Administrative Agenthave been extended for, the amount of each Lenders’ L/C Exposure and shall be deposited with the Administrative Agent in an interest bearing account date, one year after the then effective Competitive Bid Expiration Date. If any Lender declines to be held as collateral security consent to any such Extension Request and such Lender is not replaced in accordance with Section 1.6(j) for this Section, then the Borrower’s Obligations to the Lenders in respect of Letters of Credit outstanding after the then current Revolving Credit Maturity Date and the Competitive Bid Expiration Date then in effect shall not be extended. To the extent the Other Credit Agreement is in effect, the "Revolving Credit Commitment Amount" of a Nonextending Lender under the Other Credit Agreement shall be cancelledreplaced or assumed at the same percentage by such Replacement Lender and/or such existing Lenders. For greater certainty, any amounts deposited by way of collateral security for the Borrower’s Obligations in respect of a Letter of Credit outstanding after the then current Revolving Credit Maturity Date shall be returned to the Borrower as soon as reasonably possible after the term of such Letter of Credit expires or the amount thereof is reduced if and to the extent that the Lenders have not been called upon to 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 Maturity Date, the Administrative Agent may apply the amounts held as collateral security in repayment of the Borrower’s obligations with respect to such Letter of Credit.42 51 ARTICLE III

Extension of Revolving Credit Maturity Date. The Borrower 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 so long as no Default or Event of Default exists, deliver Maturity Date may be extended with respect to a request to the Administrative Agent Lender for an extension additional 364 day period with the express written consent of such Lender (to be at such Lender's sole discretion) as provided below. If the Borrower desires to extend the Revolving Credit Maturity Date it shall send a request therefor, which shall be made to a 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 the date which is one year from 45 days and after no later than the date 40 days prior to the Revolving Credit Anniversary immediately following such request (Maturity Date 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 after delivery of any such requestBorrower shall, each Lender shall notify at its option, in a written notice to the Administrative Agent in writing as request that 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 whether it agrees 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 such extensionthe Revolving Credit Maturity Date. If the aggregate amount of (i) the Revolving Credit Commitment Amount of the Lenders agree so consented and (ii) the Revolving Credit Commitment Amount to such extensionbe 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, the Borrower shall be entitled then, with respect to each Lender which has consented to an extension of the Revolving Credit Maturity Date as provided in the immediately preceding sentence and with respect to the Requested Revolving Credit Extension Date. Within thirty-five (35) days after delivery of such requestReplacement Lenders, the Administrative Agent shall advise the Borrower as to whether the Lenders have agreed to the extension, subject to final documentation. The extended Revolving Credit Maturity Date shall be binding upon only those Lenders that have provided their consent to extended for, and shall thereafter be the extensiondate, 364 days after the then effective Revolving Credit Maturity Date. If any Lender notifies the Lenders have not consented Administrative Agent in writing on or before the 27th day prior to an extension requested by the Borrower, on the such then current effective Revolving Credit Maturity Date all Loans that it will not consent to such Extension Request or shall not have in writing expressly consented to any such Extension Request as provided in the preceding sentence, then the Administrative Agent shall so notify the Borrower and other amounts outstanding hereunder including principalthe Borrower, interest and fees shall be paid at its option, may replace each Nonextending Lender with another commercial lending institution reasonable satisfactory to the Administrative Agent, Agent (a "Replacement Lender") and/or with one or more of the amount existing Lenders by giving notice of each Lenders’ L/C Exposure shall be deposited with the name of such Replacement Lender and/or such existing Lenders to the Administrative Agent in an interest bearing account to be held as collateral security in accordance with Section 1.6(j) for by the Borrower’s Obligations 15th day prior to the Lenders in respect of Letters of Credit outstanding after the then current effective Revolving Credit Maturity Date and Date. Unless either Agent shall object to the Revolving Credit shall be cancelled. For greater certainty, any amounts deposited by way identity of collateral security for such proposed Replacement Lender (in the Borrower’s Obligations in respect case of a Letter of Credit outstanding after Replacement Lender) on or before the 10th day prior to the then current Revolving Credit Maturity Date shall be returned to the Borrower as soon as reasonably possible after the term of such Letter of Credit expires or the amount thereof is reduced if and to the extent that the Lenders have not been called upon to make payment on the outstanding Letter of Credit. If all or any part of a Letter of Credit is drawn after the then current effective Revolving Credit Maturity Date, upon notice from the Administrative Agent may apply Agent, each Nonextending Lender shall promptly (but in no event later than the amounts held as collateral security 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 repayment 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 Borrower’s obligations 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 existing Lender, on the then effective Revolving Credit Maturity Date the Total Revolving Credit Commitments shall be reduced by the Revolving Credit Committed Amount of each such Nonext ending Lender which is not so replaced or so assumed. If the Revolving Credit Maturity Date with respect to a Lender is extended pursuant to this Section 2.17, the Competitive Bid Expiration Date with respect to such Letter 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 Credit.a Nonextending Lender under the Other Credit Agreement shall be replaced or assumed at the same percentage by such Replacement Lender and/or such existing Lenders. ARTICLE III

Extension of Revolving Credit Maturity Date. The Borrower 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 so long as Provided that no Default or Event of Default existshas occurred and is continuing, deliver a Company may, by written notice to Agent and each Bank (which notice shall be irrevocable and which shall not be deemed effective unless actually received by Agent and each Bank) prior to March 1, but not before April 1, of each year (commencing with calendar year 1998), request to that the Administrative Agent for an extension of Banks extend the then applicable Revolving Credit Maturity Date to a date which that 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 after delivery of any such request, each Lender shall notify the Administrative Agent in writing as to whether it agrees to such extension. If the Lenders agree to such extension, the Borrower shall be entitled to an extension of later than the Revolving Credit Maturity Date to then in effect (each such request, a "Request"). Company shall deliver with each Request Consolidated financial projections for the Requested Revolving Credit Extension Datecurrent and the following two fiscal years, including income statements and balance sheets. Within thirtyEach Bank shall, not later than forty-five (3545) calendar days after delivery following the date of its receipt of the Request, give written notice to the 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 requestRequest from each of the Banks, then, effective upon the date of Agent's receipt of all such written approvals from the Banks, as aforesaid, the Administrative Agent shall advise the Borrower as to whether the Lenders have agreed to the extension, subject to final documentation. The extended Revolving Credit Maturity Date shall be binding upon only those Lenders that have provided their consent to so extended for an additional one year period, the extension. If the Lenders have not consented to an extension requested by the Borrower, on the then current term Revolving Credit Maturity Date all Loans shall mean such extended date and other amounts outstanding hereunder including principal, interest Agent shall promptly notify the Company and fees shall be paid the Banks that such extension has occurred. If (i) any Bank gives the Agent written notice that it is unwilling to extend the Administrative Agent, the amount of each Lenders’ L/C Exposure shall be deposited with the Administrative Agent in an interest bearing account to be held as collateral security in accordance with Section 1.6(j) for the Borrower’s Obligations to the Lenders in respect of Letters of Credit outstanding after the then current Revolving Credit Maturity Date and as requested or (ii) any Bank fails to provide written approval to Agent of such a Request within forty-five (45) calendar days of the date of Agent's receipt of the Request, then (x) the Banks shall be deemed to have declined to extend the Revolving Credit shall be cancelled. For greater certaintyMaturity Date, any amounts deposited by way of collateral security for (y) the Borrower’s Obligations in respect of a Letter of Credit outstanding after the then then-current Revolving Credit Maturity Date shall be returned remain in effect (with no further right on the part of Company to request extensions thereof under this Section 2.14) and (z) the Borrower as soon as reasonably possible after commitments of the term of such Letter of Credit expires or the amount thereof is reduced if and to the extent that the Lenders have not been called upon Banks to make payment Advances of the Revolving Credit hereunder shall terminate on the outstanding Letter of Credit. If all or any part of a Letter of Credit is drawn after the then current Revolving Credit Maturity DateDate then in effect, and Agent shall promptly notify Company and the Administrative Agent may apply the amounts held as collateral security in repayment of the Borrower’s obligations with respect to such Letter of CreditBanks thereof.

Extension of Revolving Credit Maturity Date. The Borrower mayOn and after the first Anniversary Date hereof, 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 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 and the Competitive Bid Expiration Date may be extended for successive one year from and after periods at the request of the Company (acting on behalf of each Borrower) with the express consent of each Lender (to be at such Lender's sole discretion) as provided below. Not later than the date 60 days prior to each Anniversary Date, the Company (acting on behalf of the Borrower) shall, at its option, in a written notice to the Administrative Agent request (an "EXTENSION REQUEST") that the Revolving Credit Anniversary immediately following such request (the “Requested Revolving Credit Extension Date”)Maturity Date be extended for a period of one year. The request Administrative Agent shall be accompanied by an updated budget for promptly inform the Loan Parties for Lenders of such Extension Request. Each Lender that agrees with such Extension Request shall deliver to the upcoming Fiscal YearAdministrative Agent its express written consent thereto no later than such Anniversary Date. Within thirty If (30i) days after delivery of any such request, each Lender shall notify notifies the Administrative Agent in writing as to whether it agrees prior to such extension. If Anniversary Date that it will not consent to such Extension Request or (ii) all of the Lenders agree have not in writing expressly consented to any such extensionExtension Request as provided in the preceding sentence, the Borrower shall be entitled to an extension of the Revolving Credit Maturity Date to the Requested Revolving Credit Extension Date. Within thirty-five (35) days after delivery of such request, then the Administrative Agent shall advise so notify the Borrower as to whether Company and the Lenders have Company, 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 extensionAdministrative Agent and the LC Issuer (a "REPLACEMENT LENDER") and/or with one or more existing Lenders by giving (not later than 160 days after such Anniversary Date) notice of the name of such Replacement Lender or such existing Lenders to the Administrative Agent. Unless the Administrative Agent or the LC Issuer shall object to the identity of such proposed Replacement Lender (in the case of a Replacement Lender) prior to the date 170 days after such Anniversary Date, subject upon notice from the Administrative Agent, 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 final documentationsuch Replacement Lender and/or existing Lenders in accordance with the provisions of Section 10.14(c) hereof. The extended 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 date which is 180 days after such Anniversary Date, the Revolving Credit Maturity Date shall be binding upon only those Lenders that deemed to have provided their consent to been extended for, and shall be the extension. If the Lenders have not consented to an extension requested by the Borrowerdate, on one year after the then current effective Revolving Credit Maturity Date, and if the Revolving Credit Maturity Date all Loans and other amounts outstanding hereunder including principalis so extended, interest and fees the Competitive Bid Expiration Date (as such dates may have been previously extended pursuant to this Section) shall be paid deemed to the Administrative Agenthave been extended for, the amount of each Lenders’ L/C Exposure and shall be deposited with the Administrative Agent in an interest bearing account date, one year after the then effective Competitive Bid Expiration Date. If any Lender declines to be held as collateral security consent to any such Extension Request and such Lender is not replaced in accordance with Section 1.6(j) for this Section, then the Borrower’s Obligations to the Lenders in respect of Letters of Credit outstanding after the then current Revolving Credit Maturity Date and the Revolving Competitive Bid Expiration Date then in effect shall not be extended. To the extent the Other Credit Agreement is in effect, the "REVOLVING CREDIT COMMITMENT AMOUNT" of a Nonextending Lender under the Other Credit Agreement shall be cancelled. For greater certainty, any amounts deposited replaced or assumed at the same percentage by way of collateral security for the Borrower’s Obligations in respect of a Letter of Credit outstanding after the then current Revolving Credit Maturity Date shall be returned to the Borrower as soon as reasonably possible after the term of such Letter of Credit expires or the amount thereof is reduced if and to the extent that the Lenders have not been called upon to 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 Maturity Date, the Administrative Agent may apply the amounts held as collateral security in repayment of the Borrower’s obligations with respect to Replacement Lender and/or such Letter of Creditexisting Lenders.

Extension of Revolving Credit Maturity Date. The Borrower may, annually during Revolving Credit Maturity Date may be extended for successive one year periods at the period between ninety (90) and sixty (60) 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 (eachAnniversary Date, Cuxxxxx-Xxxxxx xhall, at its option, in a “Revolving Credit Anniversary”) of the date of this Agreement and so long as no Default or Event of Default exists, deliver a request written notice to the Administrative Agent for request (an extension of "Extension Request") that the Revolving Credit Maturity Date to be extended for a date which is period of one year from and after the Revolving Credit Anniversary immediately following such request (the “Requested Revolving Credit Extension Date”)year. The request Agent shall be accompanied by an updated budget for promptly inform the Loan Parties for Lenders of such Extension Request. Each Lender that agrees with such Extension Request shall deliver to the upcoming Fiscal YearAgent its express written consent thereto no later than 60 days prior to such Anniversary Date. Within thirty If (30i) days after delivery of any such request, each Lender shall notify notifies the Administrative Agent in writing as to whether it agrees on or before the 60th day prior to such extension. If Anniversary Date that it will not consent to such Extension Request or (ii) all of the Lenders agree 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, Extension Request (a "Nonextending Lender") with another commercial lending institution reasonably satisfactory to the Borrower shall be entitled Agent (a "Replacement Lender") by giving notice (not later than the date 20 days prior to an extension such Anniversary Date) of the Revolving Credit Maturity Date name of such Replacement Lender to the Requested Revolving Credit Extension DateAgent. Within thirty-five (35) days after delivery Unless the Agent shall object to the identity of such requestproposed Replacement Lender prior to the date 10 days prior to such Anniversary Date, upon notice from the Administrative Agent Agent, each Nonextending Lender shall advise promptly (but in no event later than such Anniversary Date) assign all of its interests hereunder to such Replacement Lender in accordance with the Borrower as provisions of Section 10.14(c) hereof. If, prior to whether 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 Cuxxxxx-Xxxxxx xn accordance with the extensionterms of this Section 2.01(e), subject to final documentation. The extended the Revolving Credit Maturity Date shall be binding upon only those Lenders extended in accordance with such Extension Request; provided, however, that have provided their consent to the extension. If the Lenders have not consented to an extension requested by the Borrower, on the then current original Revolving Credit Maturity Date (as such date may have been previously extended), the Commitment of each Nonextending Lender shall be terminated, the Borrowers shall pay to 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 other amounts outstanding hereunder including principalLetter of Credit Reimbursement Obligations, interest and fees the total Revolving Credit Commitment shall be paid irrevocably reduced by an amount equal to the Administrative Agentaggregate Commitments of all Nonextending Lenders. If all Lenders consent to any such Extension Request (or, the amount of each Lenders’ L/C Exposure shall be deposited with the Administrative Agent in an interest bearing account to be held as collateral security if any Nonextending Lenders are replaced in accordance with this Section 1.6(j) for 2.01(e)), then as of 5:00 p.m. Pittsburgh time on the Borrower’s Obligations to Anniversary Date, the Lenders in respect of Letters of Credit outstanding after the then current Revolving Credit Maturity Date and the Revolving Credit shall be cancelled. For greater certainty, any amounts deposited by way of collateral security for the Borrower’s Obligations in respect of a Letter of Credit outstanding after the then current Revolving Credit Maturity Date shall be returned deemed to have been extended for, and shall be the Borrower as soon as reasonably possible after the term of such Letter of Credit expires or the amount thereof is reduced if and to the extent that the Lenders have not been called upon to make payment on the outstanding Letter of Credit. If all or any part of a Letter of Credit is drawn date, one year after the then current effective Revolving Credit Maturity Date, the Administrative Agent Date (as such date may apply the amounts held as collateral security in repayment of the Borrower’s obligations with respect have been previously extended pursuant to such Letter of Creditthis Section 201(e)).