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

Extension of Revolving Credit Termination Date. (a) Borrower may request Agent and Lenders to extend the current Revolving Credit Termination Date by successive one-year intervals by executing and delivering to Agent at least 75 days but no more than 90 days prior to the date one year prior to the current Revolving Credit Termination Date, a written request in the form of Exhibit I (an "Extension Request"). Agent shall forward to each Lender a copy of each Extension Request delivered to Agent promptly upon receipt thereof. Borrower understands that this Section has been included in this Agreement for Borrower's convenience in requesting an extension and acknowledges that none of Lenders nor Agent has promised (either expressly or impliedly), nor has any obligation or commitment whatsoever, to extend the Revolving Credit Termination Date at any time. If all Lenders shall have notified Agent on or prior to the date which is 45 days prior to the date one year prior to the Revolving Credit Termination Date that they accept such Extension Request, the Revolving Credit Termination Date shall be extended for one year. If any Lender shall not have notified Agent on or prior to the date which is 45 days prior to the date one year prior to the Revolving Credit Termination Date that it accepts such Extension Request, the Revolving Credit Termination Date shall not be extended. Agent shall promptly notify Borrower whether the Extension Request has been accepted or rejected as well as which Lender or Lenders rejected Borrower's Extension Request (each such Lender a "Rejecting Lender"). (b) Notwithstanding the preceding subsection (a), if Borrower receives notification from Agent that an Extension Request has been rejected (a "Notice of Rejection"), and provided that the aggregate amount of Commitments of the Rejecting Lenders does not exceed 20% of the aggregate amount of Commitments then outstanding, Borrower may elect, with respect to each such Rejecting Lender, by giving written notice to Agent of any such election within 30 days after receipt by Borrower of a Notice of Rejection, to either require such Rejecting Lender to assign its respective Commitment to another financial institution as contemplated in the immediately following clause (i) or to pay in full the amount of Revolving Loans, interest and fees owing to such Rejecting Lender and terminate such Rejecting Lender's Commitment as contemplated in the immediately following clause (ii). If Borrower has made a timely election as permitted by the preceding sentence, then Borrower shall take either of the following actions as specified in such election: (i) demand that such Rejecting Lender, and upon such demand such Rejecting Lender shall promptly, assign its respective Commitment to another financial institution subject to and in accordance with the provisions of Section 9.8.(c) for a purchase price equal to such Rejecting Lender's Pro Rata Share of the aggregate principal balance of Revolving Loans then outstanding plus any accrued but unpaid interest thereon and accrued but unpaid fees owing to such Rejecting Lender, any such assignment to be completed within 45 days after receipt by Borrower of a Notice of Rejection or (ii) within 45 days after receipt by Borrower of a Notice of Rejection, pay to such Rejecting Lender such Rejecting Lender's Pro Rata Share of the aggregate principal balance of Revolving Loans then outstanding plus any accrued but unpaid interest thereon and accrued but unpaid fees owing to such Rejecting Lender, whereupon such Rejecting Lender's Commitment shall terminate, such Rejecting Lender shall no longer be a party hereto or have any rights or obligations hereunder or under any of the other Loan Documents and the Revolving Commitment shall immediately and permanently be reduced by an amount equal to the amount of such Rejecting Lender's respective Commitment. If all Rejecting Lenders have either assigned their Commitments to other financial institutions as contemplated by the preceding clause (i) or have been paid the amounts specified in the preceding clause (ii), then the Borrower's Extension Request which was initially rejected shall be deemed to have been granted and accordingly the Revolving Credit Termination Date shall be extended by one year, otherwise the Revolving Credit Termination Date shall not be extended. If the aggregate amount of Commitments of the Rejecting Lenders exceeds 20% of the aggregate amount of Commitments then outstanding, the Revolving Credit Termination Date shall not be extended.

Extension of Revolving Credit Termination Date. (a) Borrower may request Agent and Lenders to extend the current Revolving Credit Termination Date by successive one-year intervals by executing and delivering to Agent at least 75 days but no more later than 90 days prior to March 15 (and not before March 1) of the date year one year prior to the current Revolving Credit Termination Date, a written request in the form of Exhibit I for such extension (an "Extension Request"). Agent shall forward to each Lender a copy of each Extension Request delivered to Agent promptly upon receipt thereof. Borrower understands that this Section has been included in this Agreement for Borrower's convenience in requesting an extension and acknowledges that none of Lenders nor Agent has promised (either expressly or impliedly), nor has any obligation or commitment whatsoever, to extend the Revolving Credit Termination Date at any time. If all Lenders shall have notified Agent on or prior to May 1 of the date which is 45 days prior to the date year one year prior to the Revolving Credit Termination Date that they accept such Extension Request, the Revolving Credit Termination Date shall be extended for one year. If any Lender shall not have notified Agent on or prior to the date which is 45 days prior to the date one year prior to the Revolving Credit Termination Date such May 1 that it accepts such Extension Request, the Revolving Credit Termination Date shall not be extended. Agent shall promptly notify Borrower whether the Extension Request has been accepted or rejected as well as which Lender or Lenders rejected Borrower's Extension Request (each such Lender Lender, a "Rejecting Lender"). (b) Notwithstanding the preceding subsection (a), if Borrower receives notification from Agent that an Extension Request has been rejected (a "Notice of Rejection"), and provided that the aggregate amount of Commitments of the Rejecting Lenders does not exceed 20% of the aggregate amount of Commitments then outstanding, Borrower may elect, with respect to each such Rejecting Lender, by giving written notice to Agent of any such election within 30 days after receipt by Borrower of a Notice of Rejection, to either (x) require such Rejecting Lender to assign its respective Commitment to another financial institution an Eligible Assignee as contemplated in the immediately following clause (i) or to (y) pay in full the amount of Revolving Loans, interest and fees owing to such Rejecting Lender and terminate such Rejecting Lender's Commitment as contemplated in the immediately following clause (ii). If Borrower has made a timely election as permitted by the preceding sentence, then Borrower shall take either of the following actions as specified in such election: (i) demand that such Rejecting Lender, and upon such demand such Rejecting Lender shall promptly, assign its respective Commitment to another financial institution an Eligible Assignee subject to and in accordance with the provisions of Section 9.8.(c10.8. (c) for a purchase price equal to such Rejecting Lender's Pro Rata Share of the aggregate principal balance of Revolving Loans then outstanding and owing to such Rejecting Lender plus any accrued but unpaid interest thereon and accrued but unpaid fees owing to such Rejecting Lender, any such assignment to be completed within 45 days after receipt by Borrower of a Notice of Rejection or (ii) within 45 days after receipt by Borrower of a Notice of Rejection, pay to such Rejecting Lender such Rejecting Lender's Pro Rata Share of the aggregate principal balance of Revolving Loans then outstanding and owing to such Rejecting Lender plus any accrued but unpaid interest thereon and accrued but unpaid fees owing to such Rejecting Lender, whereupon such Rejecting Lender's Commitment shall terminate, and such Rejecting Lender shall no longer be a party hereto or have any rights or obligations hereunder or under any of the other Loan Documents and Documents. Agent may (but shall not be obligated to) cooperate in effectuating the Revolving Commitment replacement of any such Rejecting Lender under this Section, but at no time shall immediately and permanently be reduced by an amount equal to the amount of Agent, such Rejecting Lender's respective Commitment, or any other Lender be obligated in any way whatsoever to initiate any such replacement or to assist in finding an Assignee. If all Rejecting Lenders have either assigned their Commitments to other financial institutions as contemplated by the preceding clause (i) or have been paid the amounts specified in the preceding clause (ii), then the Borrower's Extension Request which was initially rejected shall be deemed to have been granted and accordingly the Revolving Credit Termination Date shall be extended by one year, otherwise the Revolving Credit Termination Date shall not be extended. If the aggregate amount of Commitments of the Rejecting Lenders exceeds 20% of the aggregate amount of Commitments then outstanding, the Revolving Credit Termination Date shall not be extended.

Extension of Revolving Credit Termination Date. (a) Borrower may request Agent and Lenders to extend the current Revolving Credit Termination Date by successive one-year intervals by executing and delivering to Agent at least 75 days but no more later than 90 days prior to January 15 (and not before January 1) of the date year one year prior to the current Revolving Credit Termination Date, a written request in the form of Exhibit I for such extension (an "Extension Request"). Agent shall forward to each Lender a copy of each Extension Request delivered to Agent promptly upon receipt thereof. Borrower understands that this Section has been included in this Agreement for Borrower's convenience in requesting an extension and acknowledges that none of Lenders nor Agent has promised (either expressly or impliedly), nor has any obligation or commitment whatsoever, to extend the Revolving Credit Termination Date at any time. If all Lenders shall have notified Agent on or prior to February 15 of the date which is 45 days prior to the date year one year prior to the Revolving Credit Termination Date that they accept such Extension Request, the Revolving Credit Termination Date shall be extended for one year. If any Lender shall not have notified Agent on or prior to the date which is 45 days prior to the date one year prior to the Revolving Credit Termination Date such February 15 that it accepts such Extension Request, the Revolving Credit Termination Date shall not be extended. Agent shall promptly notify Borrower whether the Extension Request has been accepted or rejected as well as which Lender or Lenders rejected Borrower's Extension Request (each such Lender a "Rejecting Lender"). (b) Notwithstanding the preceding subsection (a), if Borrower receives notification from Agent that an Extension Request has been rejected (a "Notice of Rejection"), and provided that the aggregate amount of Commitments of the Rejecting Lenders does not exceed 20% of the aggregate amount of Commitments then outstanding, Borrower may elect, with respect to each such Rejecting Lender, by giving written notice to Agent of any such election within 30 days after receipt by Borrower of a Notice of Rejection, to either (x) require such Rejecting Lender to assign its respective Commitment to another financial institution an Eligible Assignee as contemplated in the immediately following clause (i) or to (y) pay in full the amount of Revolving Loans, interest and fees owing to such Rejecting Lender and terminate such Rejecting Lender's Commitment as contemplated in the immediately following clause (ii). If Borrower has made a timely election as permitted by the preceding sentence, then Borrower shall take either of the following actions as specified in such election: (i) demand that such Rejecting Lender, and upon such demand such Rejecting Lender shall promptly, assign its respective Commitment to another financial institution an Eligible Assignee subject to and in accordance with the provisions of Section 9.8.(c10.8. (c) for a purchase price equal to such Rejecting Lender's Pro Rata Share of the aggregate principal balance of Revolving Loans then outstanding and owing to such Rejecting Lender plus any accrued but unpaid interest thereon and accrued but ---- unpaid fees owing to such Rejecting Lender, any such assignment to be completed within 45 days after receipt by Borrower of a Notice of Rejection or (ii) within 45 days after receipt by Borrower of a Notice of Rejection, pay to such Rejecting Lender such Rejecting Lender's Pro Rata Share of the aggregate principal balance of Revolving Loans then outstanding and owing to such Rejecting Lender plus any accrued but unpaid ---- interest thereon and accrued but unpaid fees owing to such Rejecting Lender, whereupon such Rejecting Lender's Commitment shall terminate, and such Rejecting Lender shall no longer be a party hereto or have any rights or obligations hereunder or under any of the other Loan Documents and Documents. Agent may (but shall not be obligated to) cooperate in effectuating the Revolving Commitment replacement of any such Rejecting Lender under this Section, but at no time shall immediately and permanently be reduced by an amount equal to the amount of Agent, such Rejecting Lender's respective Commitment, or any other Lender be obligated in any way whatsoever to initiate any such replacement or to assist in finding an Assignee. If all Rejecting Lenders have either assigned their Commitments to other financial institutions as contemplated by the preceding clause (i) or have been paid the amounts specified in the preceding clause (ii), then the Borrower's Extension Request which was initially rejected shall be deemed to have been granted and accordingly the Revolving Credit Termination Date shall be extended by one year, otherwise the Revolving Credit Termination Date shall not be extended. If the aggregate amount of Commitments of the Rejecting Lenders exceeds 20% of the aggregate amount of Commitments then outstanding, the Revolving Credit Termination Date shall not be extended.

Extension of Revolving Credit Termination Date. (a) Not more than once in any fiscal year of the Borrower, the Borrower may request Agent and Lenders to extend the current Revolving Credit Termination Date by successive one-year intervals by executing and delivering to Agent at least 75 days but no more than 90 days prior to the date one year prior to the current Revolving Credit Termination Date, a written request in the form of Exhibit I (an "Extension Request"). Agent shall forward to each Lender a copy of each Extension Request delivered to Agent promptly upon receipt thereof. Borrower understands that this Section has been included in this Agreement for Borrower's convenience in requesting an extension and acknowledges that none of Lenders nor Agent has promised (either expressly or impliedly), nor has any obligation or commitment whatsoever, to extend the Revolving Credit Termination Date at any timeto the first or second anniversary of the then scheduled Revolving Credit Termination Date (but in no event later than the fourth anniversary of the date of such request) by submitting a request for an extension to the Agent not less than 180 days prior to the then scheduled Revolving Credit Termination Date. If all Lenders shall have notified Agent on At the time of or prior to the date which is 45 days prior delivery of such request, the Borrower shall propose to the date one year prior Agent the amount of the fees that the Borrower would agree to pay with respect to such extension if approved by the Revolving Credit Termination Date that they accept such Lenders. Promptly upon (but not later than five Business Days after) the Agent’s receipt and approval of the extension request and fee proposal (as so approved, the “Revolving Credit Extension Request”), the Agent shall deliver to each Revolving Credit Lender a copy of, and shall request each Revolving Credit Lender to approve, the Revolving Credit Extension Request. Each Revolving Credit Lender approving the Revolving Credit Extension Request shall deliver its written approval no later than 60 days after such Revolving Credit Lender’s receipt of the Revolving Credit Extension Request. If the written approval of the Revolving Credit Extension Request by the Revolving Credit Lenders whose Revolving Credit Pro Rata Shares equal or exceed 66-2/3% in the aggregate is received by the Agent within such 60-day period, the Revolving Credit Termination Date shall be extended for one yearto the first or second anniversary of the then scheduled Revolving Credit Termination Date (as specified in the Revolving Credit Extension Request) but only with respect to the Revolving Credit Lenders that have given such written approval. If any Except to the extent that a Revolving Credit Lender that did not give its written approval to such Revolving Credit Extension Request (“Rejecting Revolving Credit Lender”) is replaced as provided in Section 2.21, the Revolving Credit Loans and all interest thereon, fees and other Revolving Credit Obligations owed to such Rejecting Revolving Credit Lender shall not have notified Agent be paid in full on or prior to the date which is 45 days prior to the date one year prior to the Revolving Credit Termination Date that it accepts as determined prior to such Extension Request, the Revolving Credit Termination Date shall not be extended. Agent shall promptly notify Borrower whether the Extension Request has been accepted or rejected as well as which Lender or Lenders rejected Borrower's Extension Request (each such Lender a "the “Rejecting Revolving Credit Lender"’s Termination Date”). (b) Notwithstanding Within ten days of the preceding subsection Agent’s notice to the Borrower that the Revolving Credit Lenders whose Revolving Credit Pro Rata Shares equal or exceed 66-2/3% in the aggregate have approved a Revolving Credit Extension Request, the Borrower shall pay to the Agent for the account of each Revolving Credit Lender that has approved the Revolving Credit Extension Request the applicable extension fees specified in the Revolving Credit Extension Request. (ac) If Revolving Credit Lenders whose Revolving Credit Pro Rata Shares equal or exceed 66-2/3% in the aggregate approve the Revolving Credit Extension Request, the Borrower, upon notice to the Agent and any Rejecting Revolving Credit Lender, (i) may, subject to the provisions of the last sentence of Section 2.19(d), if Borrower receives notification from Agent that an Extension Request has been rejected terminate the Revolving Credit Commitment of such Rejecting Revolving Credit Lender (or such portion of such Revolving Credit Commitment as is not assigned to a "Notice of Rejection"Replacement Lender in accordance with Section 2.21), and provided that (ii) if such Rejecting Revolving Credit Lender is also a Term Loan Lender, may (at Borrower’s election, but only if Borrower simultaneously elects to terminate such Rejecting Lender’s Revolving Credit Commitment under clause (i) above) repay in full the Term Loan of such Lender (or such portion of such Term Loan as is not assigned to a Replacement Lender in accordance with Section 2.21), which termination (in the case of clause (i)) or repayment (in the case of clause (ii)) shall occur as of a date set forth in such Borrower’s notice but in no event more than thirty (30) days following such notice (subject to the provisions of Section 2.21(b)). The termination of a Rejecting Revolving Credit Lender’s Revolving Credit Commitment shall be effected in accordance with Section 2.19(d) and the repayment of its Term Loans (if applicable) shall be effected in accordance with Section 2.20(d). (d) If the Borrower elects to terminate a Revolving Credit Commitment of a Rejecting Lender pursuant to Section 2.19(c) or 2.20(c), the Borrower shall pay to the Rejecting Lender all Revolving Credit Obligations due and owing to it hereunder or under any other Loan Document, including, without limitation, the aggregate outstanding principal amount of Commitments of the Rejecting Lenders does not exceed 20% of the aggregate amount of Commitments then outstanding, Borrower may elect, with respect Revolving Credit Loans owed to each such Rejecting Lender, by giving written notice together with accrued interest thereon through the date of such termination, amounts payable under Sections 2.14 and 2.15 with respect to Agent of any such election within 30 days after receipt by Borrower of a Notice of Rejection, to either require such Rejecting Lender to assign its respective Commitment to another financial institution as contemplated in Lender’s Revolving Credit Loans and the immediately following clause (i) or to pay in full the amount of Revolving Loans, interest and fees owing payable to such Rejecting Lender under Section 2.09(b). Upon request by the Borrower or the Agent, the Rejecting Lender will deliver to the Borrower and the Agent a letter setting forth the amounts payable to the Rejecting Lender as set forth above. Upon the termination of such Rejecting Lender’s Revolving Credit Commitment and payment of the amounts provided for in the immediately preceding sentence, the Borrower shall have no further obligations to such Rejecting Lender with respect to the Revolving Credit Facility under this Agreement and such Rejecting Lender shall cease to be a Revolving Credit Lender, provided, however, that (i) such Rejecting Lender shall continue to be entitled to the benefits of Sections 2.14, 2.15, 2.17, 11.04 and 11.06, as well as to any fees accrued for its account hereunder not yet paid, and shall continue to be obligated under Section 10.05 with respect to obligations and liabilities accruing prior to the termination of such Rejecting Lender’s Revolving Credit Commitment and (ii) if such Rejecting Lender is also a Term Loan Lender, the termination of its Revolving Credit Commitment shall not affect its rights or obligations as a Term Loan Lender unless Borrower has also elected to repay such Rejecting Lender’s Term Loans in accordance with Section 2.19(c) or 2.20(c). If, as a result of the termination of the Rejecting Lender’s Revolving Credit Commitment, any payment of a LIBOR Loan occurs on a day which is not the last day of the applicable Interest Period, the Borrower shall pay to the Agent for the benefit of the Revolving Credit Lenders (including any Rejecting Lender) any loss or cost incurred by the Revolving Credit Lenders (including any Rejecting Lender) resulting therefrom in accordance with Section 2.17. Upon the effective date of the termination of the Rejecting Lender’s Revolving Credit Commitment, the Aggregate Revolving Credit Commitment shall be reduced by the amount of the terminated Revolving Credit Commitment of the Rejecting Lender, and each other Revolving Credit Lender shall be deemed to have irrevocably and unconditionally purchased and received (subject to the provisions of the last sentence of this Section 2.19(d)), without recourse or warranty, from the Rejecting Lender, an undivided interest and participation in any Facility Letter of Credit then outstanding, ratably, such that each Revolving Credit Lender (excluding the Rejecting Lender but including any Replacement Lender that acquires an interest in the Revolving Credit Facility hereunder from such Rejecting Lender) holds a participation interest in each Facility Letter of Credit in proportion to the ratio that such Rejecting Credit Lender’s Revolving Credit Commitment (upon the effective date of such termination of the Rejecting Lender’s Revolving Credit Commitment) bears to the Aggregate Revolving Credit Commitment (as reduced by the termination of such Rejecting Lender’s Revolving Credit Commitment or a part thereof). Notwithstanding the foregoing, if, upon the termination of the Revolving Credit Commitment of such Rejecting Lender, the sum of the outstanding principal balance of the Revolving Credit Loans and the Facility Letter of Credit Obligations would exceed the Aggregate Revolving Credit Commitment (as reduced), the Borrower may not terminate such Rejecting Lender's ’s Revolving Credit Commitment as contemplated in the immediately following clause (ii). If Borrower has made a timely election as permitted by the preceding sentenceand, then Borrower shall take either of the following actions as specified in such election: (i) demand that if applicable, may not repay such Rejecting Lender’s Term Loans) unless the Borrower, and upon on or prior to the effective date of such demand such Rejecting Lender shall promptlytermination, assign its respective Commitment to another financial institution subject to and prepays, in accordance with the provisions of Section 9.8.(c) for a purchase price equal this Agreement, outstanding Revolving Credit Loans or causes to be canceled, released and returned to the applicable Issuer outstanding Facility Letters of Credit in sufficient amounts such Rejecting Lender's Pro Rata Share that, on the effective date of such termination, the sum of the aggregate outstanding principal balance of Revolving Loans then outstanding plus any accrued but unpaid interest thereon and accrued but unpaid fees owing to such Rejecting Lender, any such assignment to be completed within 45 days after receipt by Borrower of a Notice of Rejection or (ii) within 45 days after receipt by Borrower of a Notice of Rejection, pay to such Rejecting Lender such Rejecting Lender's Pro Rata Share of the aggregate principal balance of Revolving Loans then outstanding plus any accrued but unpaid interest thereon and accrued but unpaid fees owing to such Rejecting Lender, whereupon such Rejecting Lender's Commitment shall terminate, such Rejecting Lender shall no longer be a party hereto or have any rights or obligations hereunder or under any of the other Loan Documents and the Revolving Commitment shall immediately and permanently be reduced by an amount equal to the amount of such Rejecting Lender's respective Commitment. If all Rejecting Lenders have either assigned their Commitments to other financial institutions as contemplated by the preceding clause (i) or have been paid the amounts specified in the preceding clause (ii), then the Borrower's Extension Request which was initially rejected shall be deemed to have been granted and accordingly the Revolving Credit Termination Date shall be extended by one year, otherwise Loans and the Facility Letter of Credit Obligations does not exceed the Aggregate Revolving Credit Termination Date shall not be extended. If the aggregate amount of Commitments of the Rejecting Lenders exceeds 20% of the aggregate amount of Commitments then outstanding, the Revolving Credit Termination Date shall not be extendedCommitment (as reduced).

Extension of Revolving Credit Termination Date. (a) The Borrower may request that the Agent and the Lenders to extend the current Revolving Credit Termination Date by successive one-year intervals by executing and delivering to the Agent at least 75 60 days but no more than 90 days prior to the date one year prior to the current Revolving Credit Termination Date, a written request in the form of Exhibit I M (an "Extension Request"). The Agent shall forward to each Lender a copy of each Extension Request delivered to the Agent promptly upon receipt thereof. Borrower understands that this Section has been included in this Agreement for Borrower's convenience in requesting an extension and acknowledges that none of Lenders nor Agent has promised (either expressly or impliedly), nor has any obligation or commitment whatsoever, to extend the Revolving Credit Termination Date at any time. If all of the Lenders shall have notified the Agent on or prior to the date which is 45 30 days prior to the date one year prior to the current Revolving Credit Termination Date that they accept such Extension Request, the Revolving Credit Termination Date shall be extended for one year. If any Lender shall not have notified the Agent on or prior to the date which is 45 30 days prior to the date one year prior to the Revolving Credit Termination Date that it accepts such Extension Request, the Revolving Credit Termination Date shall not be extendedextended except as otherwise permitted under the immediately following subsection (b). The Agent shall promptly notify the Borrower whether the Extension Request has been accepted or rejected as well as which Lender or Lenders rejected Borrower's Extension Request (each such Lender Lender, a "Rejecting Lender"). (b) Notwithstanding the preceding subsection (a), if . The Borrower receives notification from Agent understands that an Extension Request this Section has been rejected (a "Notice of Rejection"), and provided that the aggregate amount of Commitments of the Rejecting Lenders does not exceed 20% of the aggregate amount of Commitments then outstanding, Borrower may elect, with respect to each such Rejecting Lender, by giving written notice to Agent of any such election within 30 days after receipt by Borrower of a Notice of Rejection, to either require such Rejecting Lender to assign its respective Commitment to another financial institution as contemplated included in the immediately following clause (i) or to pay in full the amount of Revolving Loans, interest and fees owing to such Rejecting Lender and terminate such Rejecting Lender's Commitment as contemplated in the immediately following clause (ii). If Borrower has made a timely election as permitted by the preceding sentence, then Borrower shall take either of the following actions as specified in such election: (i) demand that such Rejecting Lender, and upon such demand such Rejecting Lender shall promptly, assign its respective Commitment to another financial institution subject to and in accordance with the provisions of Section 9.8.(c) this Agreement for a purchase price equal to such Rejecting Lender's Pro Rata Share of the aggregate principal balance of Revolving Loans then outstanding plus any accrued but unpaid interest thereon and accrued but unpaid fees owing to such Rejecting Lender, any such assignment to be completed within 45 days after receipt by Borrower of a Notice of Rejection or (ii) within 45 days after receipt by Borrower of a Notice of Rejection, pay to such Rejecting Lender such Rejecting Lender's Pro Rata Share of the aggregate principal balance of Revolving Loans then outstanding plus any accrued but unpaid interest thereon and accrued but unpaid fees owing to such Rejecting Lender, whereupon such Rejecting Lender's Commitment shall terminate, such Rejecting Lender shall no longer be a party hereto or have any rights or obligations hereunder or under any of the other Loan Documents and the Revolving Commitment shall immediately and permanently be reduced by an amount equal to the amount of such Rejecting Lender's respective Commitment. If all Rejecting Lenders have either assigned their Commitments to other financial institutions as contemplated by the preceding clause (i) or have been paid the amounts specified in the preceding clause (ii), then the Borrower's Extension Request which was initially rejected shall be deemed convenience in requesting an extension and acknowledges that none of the Lenders nor the Agent has promised (either expressly or impliedly), nor has any obligation or commitment whatsoever, to have been granted and accordingly extend the Revolving Credit Termination Date shall be extended by one year, otherwise the Revolving Credit Termination Date shall not be extended. If the aggregate amount of Commitments of the Rejecting Lenders exceeds 20% of the aggregate amount of Commitments then outstanding, the Revolving Credit Termination Date shall not be extendedat any time.

Extension of Revolving Credit Termination Date. (a) Borrower The Borrowers may request that the Agent and the Lenders to extend the current Revolving Credit Termination Date by successive one-year intervals by all of the Borrowers executing and delivering to the Agent at least 75 60 days but no more than 90 days prior to the date one year prior to the current Revolving Credit Termination Date, a written request in the form of Exhibit I M (an "Extension Request"). The Agent shall forward to each Lender a copy of each Extension Request delivered to the Agent promptly upon receipt thereof. Borrower understands that this Section has been included in this Agreement for Borrower's convenience in requesting an extension and acknowledges that none of Lenders nor Agent has promised (either expressly or impliedly), nor has any obligation or commitment whatsoever, to extend the Revolving Credit Termination Date at any time. If all of the Lenders shall have notified the Agent on or prior to the date which is 45 30 days prior to the date one year prior to the current Revolving Credit Termination Date that they accept such Extension Request, the Revolving Credit Termination Date shall be extended for one year. If any Lender shall not have notified the Agent on or prior to the date which is 45 30 days prior to the date one year prior to the Revolving Credit Termination Date that it accepts such Extension Request, the Revolving Credit Termination Date shall not be extendedextended except as otherwise permitted under the immediately following subsection (b). The Agent shall promptly notify Borrower the Borrowers whether the Extension Request has been accepted or rejected as well as which Lender or Lenders rejected Borrower's Borrowers' Extension Request (each such Lender Lender, a "Rejecting Lender"). . Each Borrower understands that this Section has been included in this Agreement for the Borrowers' convenience in requesting an extension and acknowledges that none of the Lenders nor the Agent has promised (b) Notwithstanding the preceding subsection (aeither expressly or impliedly), if Borrower receives notification from Agent that an Extension Request nor has been rejected (a "Notice of Rejection"), and provided that the aggregate amount of Commitments of the Rejecting Lenders does not exceed 20% of the aggregate amount of Commitments then outstanding, Borrower may elect, with respect to each such Rejecting Lender, by giving written notice to Agent of any such election within 30 days after receipt by Borrower of a Notice of Rejectionobligation or commitment whatsoever, to either require such Rejecting Lender to assign its respective Commitment to another financial institution as contemplated in the immediately following clause (i) or to pay in full the amount of Revolving Loans, interest and fees owing to such Rejecting Lender and terminate such Rejecting Lender's Commitment as contemplated in the immediately following clause (ii). If Borrower has made a timely election as permitted by the preceding sentence, then Borrower shall take either of the following actions as specified in such election: (i) demand that such Rejecting Lender, and upon such demand such Rejecting Lender shall promptly, assign its respective Commitment to another financial institution subject to and in accordance with the provisions of Section 9.8.(c) for a purchase price equal to such Rejecting Lender's Pro Rata Share of the aggregate principal balance of Revolving Loans then outstanding plus any accrued but unpaid interest thereon and accrued but unpaid fees owing to such Rejecting Lender, any such assignment to be completed within 45 days after receipt by Borrower of a Notice of Rejection or (ii) within 45 days after receipt by Borrower of a Notice of Rejection, pay to such Rejecting Lender such Rejecting Lender's Pro Rata Share of the aggregate principal balance of Revolving Loans then outstanding plus any accrued but unpaid interest thereon and accrued but unpaid fees owing to such Rejecting Lender, whereupon such Rejecting Lender's Commitment shall terminate, such Rejecting Lender shall no longer be a party hereto or have any rights or obligations hereunder or under any of the other Loan Documents and the Revolving Commitment shall immediately and permanently be reduced by an amount equal to the amount of such Rejecting Lender's respective Commitment. If all Rejecting Lenders have either assigned their Commitments to other financial institutions as contemplated by the preceding clause (i) or have been paid the amounts specified in the preceding clause (ii), then the Borrower's Extension Request which was initially rejected shall be deemed to have been granted and accordingly extend the Revolving Credit Termination Date shall be extended by one year, otherwise the Revolving Credit Termination Date shall not be extended. If the aggregate amount of Commitments of the Rejecting Lenders exceeds 20% of the aggregate amount of Commitments then outstanding, the Revolving Credit Termination Date shall not be extendedat any time.

Extension of Revolving Credit Termination Date. (a) Borrower may request Agent and Lenders to extend the current Revolving Credit Termination Date by successive one-year intervals by executing and delivering to Agent at least 75 days but no more later than 90 days prior to January 15 (and not before January 1) of the date year one year prior to the current Revolving Credit Termination Date, a written request in the form of Exhibit I for such extension (an "Extension Request"). Agent shall forward to each Lender a copy of each Extension Request delivered to Agent promptly upon receipt thereof. Borrower understands that this Section has been included in this Agreement for Borrower's convenience in requesting an extension and acknowledges that none of Lenders nor Agent has promised (either expressly or impliedly), nor has any obligation or commitment whatsoever, to extend the Revolving Credit Termination Date at any time. If all Lenders shall have notified Agent on or prior to February 15 of the date which is 45 days prior to the date year one year prior to the Revolving Credit Termination Date that they accept such Extension Request, the Revolving Credit Termination Date shall be extended for one year. If any Lender shall not have notified Agent on or prior to the date which is 45 days prior to the date one year prior to the Revolving Credit Termination Date such February 15 that it accepts such Extension Request, the Revolving Credit Termination Date shall not be extended. Agent shall promptly notify Borrower whether the Extension Request has been accepted or rejected as well as which Lender or Lenders rejected Borrower's Extension Request (each such Lender a "Rejecting Lender"). (b) Notwithstanding the preceding subsection (a), if Borrower receives notification from Agent that an Extension Request has been rejected (a "Notice of Rejection"), and provided that the aggregate amount of Commitments of the Rejecting Lenders does not exceed 20% of the aggregate amount of Commitments then outstanding, Borrower may elect, with respect to each such Rejecting Lender, by giving written notice to Agent of any such election within 30 days after receipt by Borrower of a Notice of Rejection, to either require such Rejecting Lender to assign its respective Commitment to another financial institution as contemplated in the immediately following clause -22- (i) or to pay in full the amount of Revolving Loans, interest and fees owing to such Rejecting Lender and terminate such Rejecting Lender's Commitment as contemplated in the immediately following clause (ii). If Borrower has made a timely election as permitted by the preceding sentence, then Borrower shall take either of the following actions as specified in such election: (i) demand that such Rejecting Lender, and upon such demand such Rejecting Lender shall promptly, assign its respective Commitment to another financial institution subject to and in accordance with the provisions of Section 9.8.(cc) for a purchase price equal to such Rejecting Lender's Pro Rata Share of the aggregate principal balance of Revolving Loans then outstanding and owing to such Rejecting Lender plus any accrued but unpaid interest thereon and accrued but unpaid fees owing to such Rejecting Lender, any such assignment to be completed within 45 days after receipt by Borrower of a Notice of Rejection or (ii) within 45 days after receipt by Borrower of a Notice of Rejection, pay to such Rejecting Lender such Rejecting Lender's Pro Rata Share of the aggregate principal balance of Revolving Loans then outstanding and owing to such Rejecting Lender plus any accrued but unpaid interest thereon and accrued but unpaid fees owing to such Rejecting Lender, whereupon such Rejecting Lender's Commitment shall terminate, and such Rejecting Lender shall no longer be a party hereto or have any rights or obligations hereunder or under any of the other Loan Documents and Documents. Agent may (but shall not be obligated to) cooperate in effectuating the Revolving Commitment replacement of any such Rejecting Lender under this Section, but at no time shall immediately and permanently be reduced by an amount equal to the amount of Agent, such Rejecting Lender's respective Commitment, or any other Lender be obligated in any way whatsoever to initiate any such replacement or to assist in finding an Assignee. If all Rejecting Lenders have either assigned their Commitments to other financial institutions as contemplated by the preceding clause (i) or have been paid the amounts specified in the preceding clause (ii), then the Borrower's Extension Request which was initially rejected shall be deemed to have been granted and accordingly the Revolving Credit Termination Date shall be extended by one year, otherwise the Revolving Credit Termination Date shall not be extended. If the aggregate amount of Commitments of the Rejecting Lenders exceeds 20% of the aggregate amount of Commitments then outstanding, the Revolving Credit Termination Date shall not be extended.