Common use of Extension of Revolving Maturity Date Clause in Contracts

Extension of Revolving Maturity Date. The Company may, at any time, by delivery of a Revolving Maturity Date Extension Request to the Administrative Agent (which shall promptly deliver a copy to each of the Revolving Lenders), request that the Revolving Lenders extend the Revolving Maturity Date for an additional period set forth in such Revolving Maturity Date Extension Request (it being understood each Revolving Lender shall be offered the right to participate in such extension on the same terms and conditions as each other Revolving Lender). Each Revolving Lender shall, by notice to the Company and the Administrative Agent given not later than the 20th day after the date of the Administrative Agent’s receipt of the Company’s Revolving Maturity Date Extension Request, advise the Company whether or not it agrees to the requested extension (each Revolving Lender agreeing to a requested extension being called a “Consenting Lender”, and each Revolving Lender declining to agree to a requested extension being called a “Declining Lender”). Any Defaulting Lender and any Revolving Lender that has not so advised the Company and the Administrative Agent by such day shall be deemed to have declined to agree to such extension and shall be a Declining Lender; provided that a Declining Lender (other than a Defaulting Lender) may, with the written consent of the Company, elect to become a Consenting Lender on the terms agreed by the other Consenting Lenders by written agreement with the Company and the Administrative Agent entered into at least two Business Days prior to the Revolving Maturity Date (or such later date as the Administrative Agent shall agree) theretofore in effect (such Revolving Maturity Date being called the “Existing Maturity Date”). The Revolving Maturity Date shall, as to the Consenting Lenders, be extended to the date set forth in the Revolving Maturity Date Extension Request. The decision to agree or withhold agreement to any Revolving Maturity Date Extension Request shall be at the sole discretion of each Revolving Lender. The Revolving Commitment of any Declining Lender shall terminate on the Existing 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 Maturity Date, and on the Existing Maturity Date the Borrowers shall also make such other prepayments of their Revolving Loans pursuant to Section 6.2 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, (i) the sum of the Facility A Revolving Credit Exposures would not exceed the total Facility A Revolving Commitments and (2) the sum of the Facility B Revolving Credit Exposures would not exceed the total Facility B Revolving Commitments. Notwithstanding the foregoing provisions of this paragraph, the Company shall have the right, to the extent set forth in Section 8.7 (the Revolving Maturity Date Extension Request being deemed an amendment for such purposes), to replace a Declining Lender with one or more Revolving Lenders or other financial institutions that will agree to the applicable Revolving Maturity Date Extension Request, and each such replacement Revolving Lender or financial institution shall for all purposes constitute a Consenting Lender. Notwithstanding the foregoing, no extension of the Revolving Maturity Date pursuant to this paragraph shall become effective unless on the Existing Maturity Date, the conditions set forth in Section 11.2 shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated on the Existing Maturity Date and executed by an Executive Officer of the Company.

Extension of Revolving Maturity Date. The Company may, at any time, by delivery of a Revolving Maturity Date Extension Request to the Administrative Agent (which shall promptly deliver a copy to each of the Revolving Lenders)) not less than 45 days and not more than 85 days prior to any anniversary of the Closing Date, request that the Revolving Lenders extend the Revolving Maturity Date for an additional period set forth in such Revolving Maturity Date Extension Request (it being understood each Revolving Lender shall be offered the right to participate in such extension on the same terms and conditions as each other Revolving Lender). Each Revolving Lender shall, by notice to the Company and the Administrative Agent given not later than the 20th day after the date of the Administrative Agent’s receipt of the Company’s Revolving Maturity Date Extension Request, advise the Company whether or not it agrees to the requested extension (each Revolving Lender agreeing to a requested extension being called a “Consenting Lender”, and each Revolving Lender declining to agree to a requested extension being called a “Declining Lender”). Any Defaulting Lender and any Revolving Lender that has not so advised the Company and the Administrative Agent by such day shall be deemed to have declined to agree to such extension and shall be a Declining Lender; provided that a Declining Lender (other than a Defaulting Lender) may, with the written consent of the Company, elect to become a Consenting Lender on the terms agreed by the other Consenting Lenders by written agreement with the Company and the Administrative Agent entered into at least two Business Days prior to the Revolving Maturity Date (or such later date as the Administrative Agent shall agree) theretofore in effect (such Revolving Maturity Date being called the “Existing Maturity Date”). The Revolving Maturity Date shall, as to the Consenting Lenders, be extended to the date set forth in the Revolving Maturity Date Extension Request. The decision to agree or withhold agreement to any Revolving Maturity Date Extension Request shall be at the sole discretion of each Revolving Lender. The Revolving Commitment of any Declining Lender shall terminate on the Existing 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 Maturity Date, and on the Existing Maturity Date the Borrowers shall also make such other prepayments of their Revolving Loans pursuant to Section 6.2 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, (i) the sum of the Facility A Revolving Credit Exposures would not exceed the total Facility A Revolving Commitments and (2) the sum of the Facility B Revolving Credit Exposures would not exceed the total Facility B Revolving Commitments. Notwithstanding the foregoing provisions of this paragraph, the Company shall have the right, to the extent set forth in Section 8.7 (the Revolving Maturity Date Extension Request being deemed an amendment for such purposes), to replace a Declining Lender with one or more Revolving Lenders or other financial institutions that will agree to the applicable Revolving Maturity Date Extension Request, and each such replacement Revolving Lender or financial institution shall for all purposes constitute a Consenting Lender. Notwithstanding the foregoing, no extension of the Revolving Maturity Date pursuant to this paragraph shall become effective unless on the Existing anniversary of the Closing Date that immediately follows the date on which the Company delivers the applicable Revolving Maturity DateDate Extension Request, the conditions set forth in Section 11.2 shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated on such anniversary of the Existing Maturity Closing Date and executed by an Executive Officer of the Company.

Extension of Revolving Maturity Date. The Company may(a) Not earlier than 12 months after the Restatement Effective Date, at any time, by delivery of a nor later than 30 days prior to the Revolving Maturity Date Extension Request (provided, that the Borrower may not exercise such right more than twice), the Borrower may, upon notice to the Administrative Agent (which shall promptly deliver a copy to each of notify the Revolving Lenders), request that the Revolving Lenders extend a one-year extension of the Revolving Maturity Date for then in effect (an additional period set forth in such “Extension Request”); provided that the Revolving Maturity Date may not be extended more than once in any 12-month period. Within 10 Business Days after the delivery of such Extension Request (it being understood Request, each Revolving Lender shall be offered the right to participate in such extension on the same terms and conditions as each other Revolving Lender). Each Revolving Lender shall, by notice to the Company and notify the Administrative Agent given not later than and the 20th day after the date of the Administrative Agent’s receipt of the Company’s Revolving Maturity Date Extension Request, advise the Company Borrower whether or not it agrees consents to the requested extension such Extension Request (which consent may be given or withheld in such Lender’s sole and absolute discretion) (each Revolving Lender agreeing to a requested extension being called a an “Consenting Extending Lender”, ” and each Revolving Lender declining to agree to a requested extension being called a “Declining Non-Extending Lender”). Any Defaulting Lender and any Revolving with a then effective Commitment may consent to an Extension Request irrespective of whether such Xxxxxx previously had not been an Extending Lender that has with respect to a previous Extension Request. Any Lender not so advised responding within the Company and the Administrative Agent by such day above specified time period shall be deemed not to have declined to agree consented to such extension and shall be a Declining Lender; provided that a Declining Lender (other than a Defaulting Lender) may, with the written consent of the Company, elect to become a Consenting Lender on the terms agreed by the other Consenting Lenders by written agreement with the Company and the Administrative Agent entered into at least two Business Days prior to the Revolving Maturity Date (or such later date as the Administrative Agent shall agree) theretofore in effect (such Revolving Maturity Date being called the “Existing Maturity Date”). The Revolving Maturity Date shall, as to the Consenting Lenders, be extended to the date set forth in the Revolving Maturity Date Extension Request. The decision to agree or withhold agreement to any Revolving Maturity Date Extension Request shall be at the sole discretion of each Revolving Lender. The Revolving Commitment of any Declining Lender shall terminate on the Existing 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 Maturity Date, and on the Existing Maturity Date the Borrowers shall also make such other prepayments of their Revolving Loans pursuant to Section 6.2 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, (i) the sum of the Facility A Revolving Credit Exposures would not exceed the total Facility A Revolving Commitments and (2) the sum of the Facility B Revolving Credit Exposures would not exceed the total Facility B Revolving Commitments. Notwithstanding the foregoing provisions of this paragraph, the Company shall have the right, to the extent set forth in Section 8.7 (the Revolving Maturity Date Extension Request being deemed an amendment for such purposes), to replace a Declining Lender with one or more Revolving Lenders or other financial institutions that will agree to the applicable Revolving Maturity Date Extension Request, and each such replacement Revolving Lender or financial institution shall for all purposes constitute a Consenting Lender. Notwithstanding the foregoing, no extension of the Revolving Maturity Date pursuant to this paragraph shall become effective unless on the Existing Maturity Date, the conditions set forth in Section 11.2 shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated on promptly notify the Existing Maturity Date Borrower and executed by an Executive Officer the Lenders of the CompanyLenders’ responses.

Extension of Revolving Maturity Date. The Company may, at any time, by delivery of a Revolving Maturity Date Extension Request to the General Administrative Agent (which shall promptly deliver a copy to each of the Revolving Lenders)) not less than 45 days and not more than 85 days prior to any anniversary of the Effective Date, request that the Revolving Lenders extend the Revolving Maturity Date for an additional period set forth in such of one year; provided that there shall be no more than two extensions of the Revolving Maturity Date Extension Request (it being understood each Revolving Lender shall be offered the right pursuant to participate in such extension on the same terms and conditions as each other Revolving Lender)this Section. Each Revolving Lender shall, by notice to the Company and the General Administrative Agent given not later than the 20th day after the date of the General Administrative Agent’s receipt of the Company’s Revolving Maturity Date Extension Request, advise the Company whether or not it agrees to the requested extension (each Revolving Lender agreeing to a requested extension being called a “Consenting Lender”, and each Revolving Lender declining to agree to a requested extension being called a “Declining Lender”). Any Defaulting Lender and any Revolving Lender that has not so advised the Company and the General Administrative Agent by such day shall be deemed to have declined to agree to such extension and shall be a Declining Lender; provided that a Declining Lender (other than a Defaulting Lender) may, with the written consent of the Company, elect to become a Consenting Lender on the terms agreed by the other Consenting Lenders by providing written agreement with notice of such election to the Company and the General Administrative Agent entered into at least two Business Days any time prior to the Existing Maturity Date. If Revolving Lenders constituting the Required Lenders shall have agreed to a Revolving Maturity Date Extension Request within the 20-day period described above, then the Revolving Maturity Date (or such later date shall, as to the Administrative Agent shall agree) Consenting Lenders, be extended to the first anniversary of the Revolving Maturity Date theretofore in effect (such Revolving Maturity Date being called the “Existing Maturity Date”). The Revolving Maturity Date shall, as to the Consenting Lenders, be extended to the date set forth in the Revolving Maturity Date Extension Request. The decision to agree or withhold agreement to any Revolving Maturity Date Extension Request shall be at the sole discretion of each Revolving Lender. The Revolving Commitment of any Declining Lender shall terminate on the Existing 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 Maturity Date, and on the Existing Maturity Date the Borrowers shall also make such other prepayments of their Revolving Loans pursuant to Section 6.2 6.06 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, (i) the sum of the Facility A Revolving Credit Exposures plus the Competitive Loan Exposure would not exceed the total Facility A Revolving Commitments and (2) the sum of the Facility B Revolving Credit Exposures would not exceed the total Facility B Revolving Commitments. Notwithstanding the foregoing provisions of this paragraph, the Company shall have the right, pursuant to Section 6.14(b), at any time on or prior to the extent set forth in Section 8.7 (the Revolving Existing Maturity Date Extension Request being deemed an amendment for such purposes)Date, to replace a Declining Lender with one or more Revolving Lenders or other financial institutions that will agree to the applicable Revolving Maturity Date Extension Request, and each such replacement Revolving Lender or financial institution shall for all purposes constitute a Consenting Lender. Notwithstanding the foregoing, no extension of the Revolving Maturity Date pursuant to this paragraph shall become effective unless on the Existing anniversary of the Effective Date that immediately follows the date on which the Company delivers the applicable Revolving Maturity DateDate Extension Request, the conditions set forth in Section 11.2 Sections 8.03(c) and (d) shall be satisfied and the General Administrative Agent shall have received a certificate to that effect dated on such anniversary of the Existing Maturity Effective Date and executed by an Executive a Financial Officer of the Company.

Extension of Revolving Maturity Date. The Company Borrower may, at any time, by delivery of a Revolving Maturity Date Extension Request to the Administrative Agent (which shall promptly deliver a copy to each of the Revolving Lenders)) not less than 45 days and not more than 75 days prior to any anniversary of the Effective Date, request that the Revolving Lenders extend the Revolving Maturity Date for an additional period set forth in of one year; provided that no more than two such Revolving Maturity Date Extension Request (it being understood each Revolving Lender shall requests may be offered made by the right to participate in such extension on the same terms and conditions as each other Revolving Lender)Borrower. Each Revolving Lender shall, by notice to the Company Borrower and the Administrative Agent given not later than the 20th day after the date of the Administrative Agent’s receipt of the Company’s Revolving Maturity Date Extension RequestRequest from the Borrower (or such earlier date as reasonably agreed to by the Administrative Agent and the Borrower), advise the Company Borrower whether or not it agrees to the requested extension (each Revolving Lender agreeing to a requested extension being called a “Consenting Lender”, and each Revolving Lender declining to agree to a requested extension being called a “Declining Lender”). Any Defaulting Lender and any Revolving Lender that has not so advised the Company 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; provided that . If Revolving Lenders constituting the Required Revolving Lenders shall have agreed to a Declining Lender (other than a Defaulting Lender) may, with the written consent of the Company, elect to become a Consenting Lender on the terms agreed by the other Consenting Lenders by written agreement with the Company and the Administrative Agent entered into at least two Business Days prior to the Revolving Maturity Date (or such later date as Extension Request, then the Administrative Agent shall agree) theretofore in effect (such Revolving Maturity Date being called the “Existing Maturity Date”). The Revolving Maturity Date shall, as to the Consenting Lenders, be extended to the date set forth in first anniversary of the Revolving Maturity Date theretofore in effect (the first date on which such consent of the Required Revolving Lenders is obtained and the conditions specified below are satisfied being referred to as the “Extension RequestClosing Date”). The decision to agree or withhold agreement to any Revolving Maturity Date Extension Request shall be at the sole discretion of each Revolving Lender. The Revolving Commitment of any Declining Lender shall terminate on the Revolving Maturity Date in effect prior to giving effect to any such extension (such Revolving Maturity Date being called the “Existing Revolving 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 Maturity Date, and on the Existing Revolving Maturity Date the Borrowers Borrower shall also make such other prepayments of their Revolving Loans pursuant to Section 6.2 2.11 as shall be required in order that, after giving effect to the termination of the Revolving Commitments of, and all payments to, Declining Lenders pursuant to this sentence, (i) the sum of the Facility A Revolving total Credit Exposures would not exceed the total Facility A Revolving Commitments and (2) the sum of the Facility B Revolving Credit Exposures would not exceed the total Facility B Revolving Commitments. Notwithstanding the foregoing provisions of this paragraphSection, the Company Borrower shall have the right, pursuant to and in accordance with Section 2.19(b), at any time prior to the extent set forth in Section 8.7 (the Existing Revolving Maturity Date Extension Request being deemed an amendment for such purposes)Date, to replace a Declining Lender with one or more a Revolving Lenders Lender or other financial institutions institution that will agree to the applicable Revolving Maturity Date Extension Request, and each any such replacement Revolving Lender or financial institution shall for all purposes constitute a Consenting Lender. Notwithstanding the foregoing, (a) the Availability Period and the Revolving Maturity Date (without taking into consideration any extension pursuant to this Section 2.21), as such terms are used in reference to any Issuing Bank or any Letters of Credit issued by such Issuing Banks, may not be extended without the prior written consent of such Issuing Bank (it being understood and agreed that, in the event any Issuing Bank shall not have consented to any such extension, (i) such Issuing Bank shall continue to have all the rights and obligations of an Issuing Bank hereunder through the Existing Revolving Maturity Date (or the Availability Period determined on the basis thereof, as applicable), and thereafter shall have no obligation to issue, amend, extend or renew any Letter of Credit (but shall, in each case, continue to be entitled to the benefits of Sections 2.05, 2.15, 2.17, 10.03 and 10.08, as applicable, as to Letters of Credit issued prior to such time), and (ii) the Borrower shall cause the LC Exposure attributable to Letters of Credit issued by such Issuing Bank to be zero no later than the day on which such LC Exposure would have been required to have been reduced to zero in accordance with the terms hereof without giving effect to any effectiveness of the extension of the applicable Existing Revolving Maturity Date pursuant to this paragraph (and, in any event, no later than the Existing Revolving Maturity Date)) and (b) no extension of the Revolving Maturity Date pursuant to this paragraph Section shall become effective unless on the Existing Maturity applicable Extension Closing Date, the conditions set forth in Section 11.2 4.03 shall be satisfied (with all references in such Section to a Borrowing being deemed to be references to such extension and without giving effect to the parenthetical in Section 4.03(a)) and, if reasonably requested by the Administrative Agent, the Administrative Agent shall have received a certificate to that effect dated on the Existing Maturity Date such date and executed by an Executive a Financial Officer of the CompanyBorrower as well as documents consistent with those delivered under Sections 4.01(b) and 4.01(c) as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such extension.

Extension of Revolving Maturity Date. The Company may, at any time, by delivery of a Revolving Maturity Date Extension Request to the General Administrative Agent (which shall promptly deliver a copy to each of the Revolving Lenders)) not less than 45 days and not more than 85 days prior to any anniversary of the Effective Date, request that the Revolving Lenders extend the Revolving Maturity Date for an additional period set forth in such of one year; provided that there shall be no more than two extensions of the Revolving Maturity Date Extension Request (it being understood each Revolving Lender shall be offered the right pursuant to participate in such extension on the same terms and conditions as each other Revolving Lender)this Section. Each Revolving Lender shall, by notice to the Company and the General Administrative Agent given not later than the 20th day after the date of the General Administrative Agent’s receipt of the Company’s Revolving Maturity Date Extension Request, advise the Company whether or not it agrees to the requested extension (each Revolving Lender agreeing to a requested extension being called a “Consenting Lender”, and each Revolving Lender declining to agree to a requested extension being called a “Declining Lender”). Any Defaulting Lender and any Revolving Lender that has not so advised the Company and the General Administrative Agent by such day shall be deemed to have declined to agree to such extension and shall be a Declining Lender; provided that a Declining Lender (other than a Defaulting Lender) may, with the written consent of the Company, elect to become a Consenting Lender on the terms agreed by the other Consenting Lenders by providing written agreement with notice of such election to the Company and the General Administrative Agent entered into at least two Business Days any time prior to the Existing Maturity Date. If Revolving Lenders constituting the Required Lenders shall have agreed to a Revolving Maturity Date (or such later date as Extension Request within the Administrative Agent shall agree) theretofore in effect (such Revolving Maturity Date being called 20-day period described above, then the “Existing Maturity Date”). The Revolving Maturity Date shall, as to the Consenting Lenders, be extended to the date set forth in first anniversary of the Revolving Maturity Date Extension Requesttheretofore in effect (such Revolving Maturity Date theretofore in effect being called the “Existing Maturity Date”). The decision to agree or withhold agreement to any Revolving Maturity Date Extension Request shall be at the sole discretion of each Revolving Lender. The Revolving Commitment of any Declining Lender shall terminate on the Existing 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 Maturity Date, and on the Existing Maturity Date the Borrowers shall also make such other prepayments of their Revolving Loans pursuant to Section 6.2 5.06 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, (i) the sum of the Facility A aggregate U.S. Revolving Credit Exposures would not exceed the total Facility A Revolving Commitments and (2) the sum of the Facility B Revolving Credit Exposures would not exceed the total Facility B aggregate U.S. Revolving Commitments. Notwithstanding the foregoing provisions of this paragraph, the Company shall have the right, pursuant to Section 5.14(b), at any time on or prior to the extent set forth in Section 8.7 (the Revolving Existing Maturity Date Extension Request being deemed an amendment for such purposes)Date, to replace a Declining Lender with one or more Revolving Lenders or other financial institutions (subject, in the case of any such other financial institution, to the consent of the General Administrative Agent and each Issuing Lender, such consent not to be unreasonably withheld or delayed) that will agree to the applicable Revolving Maturity Date Extension Request, and each such replacement Revolving Lender or financial institution shall for all purposes constitute a Consenting Lender. Notwithstanding the foregoing, (a) no extension of the Revolving Maturity Date pursuant to this paragraph shall become effective unless on the Existing anniversary of the Effective Date that immediately follows the date on which the Company delivers the applicable Revolving Maturity DateDate Extension Request, the conditions set forth in Sections 7.02(c) (without giving effect to the parenthetical therein, and with Section 11.2 6.05 being deemed for this purpose to refer to the most recent financial statements delivered pursuant to Section 8.03(a)) shall be satisfied and no Default shall have occurred and be continuing and the General Administrative Agent shall have received a certificate to that effect dated on such anniversary of the Existing Maturity Effective Date and executed by an Executive a Financial Officer of the CompanyCompany and (b) the Revolving Availability Period and the Revolving Maturity Date, as such terms are used in reference to Letters of Credit issued or to be issued by any Issuing Lender, will not be extended without the prior written consent of such Issuing Lender.

Extension of Revolving Maturity Date. The Company Borrower may, at any time, by delivery of a Revolving Maturity Date Extension Request to the Administrative Agent (which shall promptly deliver a copy to each of the Revolving Lenders)) not less than 45 days and not more than 75 days prior to any anniversary of the Effective Date, request that the Revolving Lenders extend the Revolving Maturity Date for an additional period set forth in of one year; provided that no more than two such Revolving Maturity Date Extension Request (it being understood each Revolving Lender shall requests may be offered made by the right to participate in such extension on the same terms and conditions as each other Revolving Lender)Borrower. Each Revolving Lender shall, by notice to the Company Borrower and the Administrative Agent given not later than the 20th day after the date of the Administrative Agent’s receipt of the Company’s Revolving Maturity Date Extension RequestRequest from the Borrower, advise the Company Borrower whether or not it agrees to the requested extension (each Revolving Lender agreeing to a requested extension being called a “Consenting Lender”, and each Revolving Lender declining to agree to a requested extension being called a “Declining Lender”). Any Defaulting Lender and any Revolving Lender that has not so advised the Company 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; provided that . If Revolving Lenders constituting the Required Revolving Lenders shall have agreed to a Declining Lender (other than a Defaulting Lender) may, with the written consent of the Company, elect to become a Consenting Lender on the terms agreed by the other Consenting Lenders by written agreement with the Company and the Administrative Agent entered into at least two Business Days prior to the Revolving Maturity Date (or such later date as Extension Request, then the Administrative Agent shall agree) theretofore in effect (such Revolving Maturity Date being called the “Existing Maturity Date”). The Revolving Maturity Date shall, as to the Consenting Lenders, be extended to the date set forth in first anniversary of the Revolving Maturity Date theretofore in effect (the first date on which such consent of the Required Revolving Lenders is obtained and the conditions specified below are satisfied being referred to as the “Extension RequestClosing Date”). The decision to agree or withhold agreement to any Revolving Maturity Date Extension Request shall be at the sole discretion of each Revolving Lender. The Revolving Commitment of any Declining Lender shall terminate on the Revolving Maturity Date in effect prior to giving effect to any such extension (such Revolving Maturity Date being called the “Existing Revolving 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 Maturity Date, and on the Existing Revolving Maturity Date the Borrowers Borrower shall also make such other prepayments of their Revolving Loans pursuant to Section 6.2 2.11 as shall be required in order that, after giving effect to the termination of the Revolving Commitments of, and all payments to, Declining Lenders pursuant to this sentence, (i) the sum of the Facility A Revolving total Credit Exposures would not exceed the total Facility A Revolving Commitments and (2) the sum of the Facility B Revolving Credit Exposures would not exceed the total Facility B Revolving Commitments. Notwithstanding the foregoing provisions of this paragraphSection, the Company Borrower shall have the right, pursuant to and in accordance with Section 2.19(b), at any time prior to the extent set forth in Section 8.7 (the Existing Revolving Maturity Date Extension Request being deemed an amendment for such purposes)Date, to replace a Declining Lender with one or more a Revolving Lenders Lender or other financial institutions institution that will agree to the applicable Revolving Maturity Date Extension Request, and each any such replacement Revolving Lender or financial institution shall for all purposes constitute a Consenting Lender. Notwithstanding the foregoing, (a) the Availability Period and the Revolving Maturity Date (without taking into consideration any extension pursuant to this Section 2.21), as such terms are used in reference to any Issuing Bank or any Letters of Credit issued by such Issuing Banks, may not be extended without the prior written consent of such Issuing Bank (it being understood and agreed that, in the event any Issuing Bank shall not have consented to any such extension, (i) such Issuing Bank shall continue to have all the rights and obligations of an Issuing Bank hereunder through the Existing Revolving Maturity Date (or the Availability Period determined on the basis thereof, as applicable), and thereafter shall have no obligation to issue, amend, extend or renew any Letter of Credit (but shall, in each case, continue to be entitled to the benefits of Sections 2.05, 2.15, 2.17, 10.03 and 10.08, as applicable, as to Letters of Credit issued prior to such time), and (ii) the Borrower shall cause the LC Exposure attributable to Letters of Credit issued by such Issuing Bank to be zero no later than the day on which such LC Exposure would have been required to have been reduced to zero in accordance with the terms hereof without giving effect to any effectiveness of the extension of the applicable Existing Revolving Maturity Date pursuant to this paragraph (and, in any event, no later than the Existing Revolving Maturity Date)) and (b) no extension of the Revolving Maturity Date pursuant to this paragraph Section shall become effective unless on the Existing Maturity applicable Extension Closing Date, the conditions set forth in Section 11.2 4.03 shall be satisfied (with all references in such Section to a Borrowing being deemed to be references to such extension and without giving effect to the parenthetical in Section 4.03(a)) and, if reasonably requested by the Administrative Agent, the Administrative Agent shall have received a certificate to that effect dated on the Existing Maturity Date such date and executed by an Executive a Financial Officer of the CompanyBorrower as well as documents consistent with those delivered under Sections 4.01(b) and 4.01(c) as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such extension.

Extension of Revolving Maturity Date. The Company may(a) Not earlier than 12 months after the Restatement Effective Date, at any time, by delivery of a nor later than 30 days prior to the Revolving Maturity Date Extension Request (provided, that the Borrower may not exercise such right more than twice), the Borrower may, upon notice to the Administrative Agent (which shall promptly deliver a copy to each of notify the Revolving Lenders), request that the Revolving Lenders extend a one-year extension of the Revolving Maturity Date for then in effect (an additional period set forth in such “Extension Request”); provided that the Revolving Maturity Date may not be extended more than once in any 12-month period. Within 10 Business Days after the delivery of such Extension Request (it being understood Request, each Revolving Lender shall be offered the right to participate in such extension on the same terms and conditions as each other Revolving Lender). Each Revolving Lender shall, by notice to the Company and notify the Administrative Agent given not later than and the 20th day after the date of the Administrative Agent’s receipt of the Company’s Revolving Maturity Date Extension Request, advise the Company Borrower whether or not it agrees consents to the requested extension such Extension Request (which consent may be given or withheld in such Lender’s sole and absolute discretion) (each Revolving Lender agreeing to a requested extension being called a an “Consenting Extending Lender”, ” and each Revolving Lender declining to agree to a requested extension being called a “Declining Non-Extending Lender”). Any Defaulting Lender and any Revolving with a then effective Commitment may consent to an Extension Request irrespective of whether such Lender that has previously had not so advised been an Extending Lender with respect to a previous Extension Request. Any Lender not responding within the Company and the Administrative Agent by such day above specified time period shall be deemed not to have declined to agree consented to such extension and shall be a Declining Lender; provided that a Declining Lender (other than a Defaulting Lender) may, with the written consent of the Company, elect to become a Consenting Lender on the terms agreed by the other Consenting Lenders by written agreement with the Company and the Administrative Agent entered into at least two Business Days prior to the Revolving Maturity Date (or such later date as the Administrative Agent shall agree) theretofore in effect (such Revolving Maturity Date being called the “Existing Maturity Date”). The Revolving Maturity Date shall, as to the Consenting Lenders, be extended to the date set forth in the Revolving Maturity Date Extension Request. The decision to agree or withhold agreement to any Revolving Maturity Date Extension Request shall be at the sole discretion of each Revolving Lender. The Revolving Commitment of any Declining Lender shall terminate on the Existing 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 Maturity Date, and on the Existing Maturity Date the Borrowers shall also make such other prepayments of their Revolving Loans pursuant to Section 6.2 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, (i) the sum of the Facility A Revolving Credit Exposures would not exceed the total Facility A Revolving Commitments and (2) the sum of the Facility B Revolving Credit Exposures would not exceed the total Facility B Revolving Commitments. Notwithstanding the foregoing provisions of this paragraph, the Company shall have the right, to the extent set forth in Section 8.7 (the Revolving Maturity Date Extension Request being deemed an amendment for such purposes), to replace a Declining Lender with one or more Revolving Lenders or other financial institutions that will agree to the applicable Revolving Maturity Date Extension Request, and each such replacement Revolving Lender or financial institution shall for all purposes constitute a Consenting Lender. Notwithstanding the foregoing, no extension of the Revolving Maturity Date pursuant to this paragraph shall become effective unless on the Existing Maturity Date, the conditions set forth in Section 11.2 shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated on promptly notify the Existing Maturity Date Borrower and executed by an Executive Officer the Lenders of the CompanyLenders’ responses.

Extension of Revolving Maturity Date. The Company may, at any time, by delivery Borrower may request a 364-day extension of a the Revolving Maturity Date Extension Request by submitting a request for an extension to the Administrative Agent (which an "EXTENSION REQUEST") no earlier than 75 days and no less than 45 days prior to the then current Revolving Maturity Date; provided, however, that (i) the Borrower may not submit more than one Extension Request during any 364-day period and not more than two Extension Requests in the aggregate, and (ii) no Default or Event of Default shall promptly deliver have occurred and be continuing on the date of such Extension Request. Each Extension Request shall be irrevocable upon the Borrower and constitute a copy to representation and warranty by the Borrower that (A) no Default or Event of Default shall have occurred and be continuing and (B) each of the Revolving Lenders)representations and warranties contained in Clause 22 (Representations) hereof and in each other Finance Document to be made by each Credit Party are true and correct in all material respects on and as of the date of such Extension Request. Promptly upon receipt of an Extension Request, request that the Revolving Lenders extend the Revolving Maturity Date for an additional period set forth in such Revolving Maturity Date Extension Request (it being understood Administrative Agent shall notify each Revolving Lender thereof and shall be offered request each Revolving Lender to approve the right to participate Extension Request. The Borrower shall provide such information as the Administrative Agent or any Revolving Lender through the Administrative Agent may reasonably request in connection with evaluating such extension on the same terms and conditions as each other Revolving Lender)Extension Request. Each Revolving Lender shall, by notice may decide to approve or decline such Extension Request in its sole and absolute discretion. Each Revolving Lender approving the Company and the Administrative Agent given not later than the 20th day after Extension Request shall deliver its written consent within 30 days of the date of the Administrative Agent’s receipt of the Company’s Revolving Maturity Date Extension Request, advise the Company whether or not it agrees to the requested extension (each . Any Revolving Lender agreeing to a requested extension being called a “Consenting Lender”, and each Revolving Lender declining to agree to a requested extension being called a “Declining Lender”). Any Defaulting Lender and any Revolving Lender that has not so advised the Company and the Administrative Agent by such day responding within 30 days shall be deemed to have declined to agree to such extension and shall be a Declining Lender; provided that a Declining Lender (other than a Defaulting Lender) may, with the written consent request. At the option of the CompanyBorrower, elect to become a Consenting Lender on the terms agreed by the other Consenting Lenders by written agreement with the Company and the Administrative Agent entered into at least two Business Days prior to the Revolving Maturity Date (or such later date as the Administrative Agent shall agree) theretofore in effect (such Revolving Maturity Date being called the “Existing Maturity Date”). The Revolving Maturity Date shall, as to the Consenting Lenders, be extended to the date set forth in the Revolving Maturity Date Extension Request. The decision to agree or withhold agreement to any Revolving Maturity Date Extension Request shall be at the sole discretion of each Revolving Lender. The Revolving Commitment of any Declining Revolving Lender shall terminate on the Existing 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 Maturity Date, and on the Existing Maturity Date the Borrowers shall also make such other prepayments of their Revolving Loans pursuant to Section 6.2 as shall be required in order that, after giving effect not consenting to the termination of the Revolving Commitments of, and all payments to, Declining Lenders pursuant to this sentence, (i) the sum of the Facility A Revolving Credit Exposures would not exceed the total Facility A Revolving Commitments Extension Request and (2) if the sum of the Facility B Revolving Credit Exposures would Swingline Lender does not exceed the total Facility B Revolving Commitments. Notwithstanding the foregoing provisions of this paragraph, the Company shall have the right, consent to the extent set forth in Section 8.7 (the Revolving Maturity Date Extension Request being deemed an amendment for such purposes), to replace a Declining Lender with one or more Revolving Lenders or other financial institutions that will agree to the applicable Revolving Maturity Date Extension Request, and each such replacement Revolving Lender or financial institution shall for all purposes constitute a Consenting Lender. Notwithstanding the foregoing, no extension of the Revolving Maturity Date pursuant in respect of the Swingline Facility) the Swingline Commitment may (in each case) be assumed, in whole or in part, by one or more existing Revolving Lenders or other New Revolving Lenders acceptable to this paragraph the Borrower and the Administrative Agent, upon compliance with Clause 27 (Changes to the Revolving Lenders); provided that, in such event, unless otherwise agreed by the assuming existing Revolving Lender or New Revolving Lender, the Borrower shall become effective unless pay the U.S.$3,500 processing fee required by Clause 27.3 (Assignment or Transfer Fee). If such request is not approved by existing Revolving Lenders or New Revolving Lenders assuming all or a portion of the Revolving Commitments of non-consenting Revolving Lenders in the manner provided below holding at least 51% of the then Total Revolving Commitments, it shall be deemed to have been withdrawn in so far as it relates to the extension of the Revolving Maturity Date for the purposes of the Revolving Credit Facility; and if such request is not approved by the Swingline Lender with respect to the extension of the Revolving Maturity Date for the purposes of the Swingline Facility, it shall be deemed to have been withdrawn in so far as it relates to the extension of the Revolving Maturity Date for the purposes of the Swingline Facility. If all of the Revolving Commitments of the non-consenting Revolving Lenders or (as the case may be if the Swingline Lender does not consent to the proposed extension of the Revolving Maturity Date relating to the Swingline Facility) the Swingline Commitment are or is not replaced on or before the Existing then current Revolving Maturity Date, then, at the conditions set forth in Section 11.2 Borrower's option, either (i) the Total Revolving Commitments and the Swingline Commitment shall be satisfied terminate on the then current Revolving Maturity Date or (ii) the Borrower shall give prompt notice of termination on the then current Revolving Maturity Date of the Revolving Commitments and/or Swingline Commitment not so replaced to each and every Revolving Lender that has not consented to the Extension Request (to the extent its Revolving Commitment or Swingline Commitment has not been assumed), with a copy to the Administrative Agent, and shall prepay on the then current Revolving Maturity Date the Loans of such non-consenting Revolving Lenders on not less than five Business Days' prior notice to such Revolving Lenders and the Administrative Agent Agent, which shall have received a certificate reduce the Total Revolving Commitments and, if applicable, the Swingline Commitment, accordingly (to that effect dated on the Existing extent not assumed), and the Revolving Maturity Date and executed by an Executive Officer of shall be extended in accordance with this Clause 10.3 for the Companyremaining Revolving Commitments of, if remaining, the Swingline Commitment.

Extension of Revolving Maturity Date. (a) The Company Borrower may, at any time, by delivery of a Revolving Maturity Date Extension Request to the Lead Administrative Agent (which shall promptly deliver a copy thereof to each of the Lenders) not less than forty-five (45) days, and not more than seventy-five (75) days, prior to the then existing Revolving LendersMaturity Date (the “Existing Revolving Maturity Date”), request that the Revolving Lenders extend the Existing Revolving Maturity Date in accordance with this Section 2.23; provided, that, (i) the Borrower shall not be permitted to submit more than two (2) Revolving Maturity Date Extension Requests during the term of this Agreement and (ii) no such Revolving Maturity Date Extension CHAR1\1449231v6 Request shall be effective unless the total Revolving Commitments of the Consenting Lenders (as defined below) and the total Revolving Commitments of the Replacement Lenders (as defined below) shall be more than 50% of the Aggregate Revolving Commitments in effect immediately prior to the applicable Existing Revolving Maturity Date. Each Revolving Maturity Date Extension Request shall (i) specify the date to which the Revolving Maturity Date for an additional period is sought to be extended (which shall in no event be later than the date that is one year after the Existing Revolving Maturity Date), (ii) specify the changes, if any, to the Applicable Rate to be applied in determining the interest payable on Revolving Loans of, and fees payable hereunder to, Consenting Lenders in respect of that portion of their Revolving Commitments (and related Revolving Loans) extended to such new Revolving Maturity Date and the time as of which such changes will become effective (which may be prior to the Existing Revolving Maturity Date), and (iii) specify any other amendments or modifications to this Agreement to be effected in connection with such Revolving Maturity Date Extension Request; provided, that, no such changes or modifications requiring approvals pursuant to Section 9.02(b) shall become effective prior to the then existing Revolving Maturity Date unless such other approvals have been obtained. In the event a Revolving Maturity Date Extension Request shall have been delivered by the Borrower, each Lender shall have the right (but not the obligation) to agree to the extension of the Existing Revolving Maturity Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each Lender agreeing to the Revolving Maturity Date Extension Request being referred to herein as a “Consenting Lender” and each Lender not agreeing thereto being referred to herein as a “Declining Lender”), which right may be exercised by written notice thereof, specifying the maximum amount of the Revolving Commitment of such Lender with respect to which such Lender agrees to the extension of the Revolving Maturity Date, delivered to the Borrower (with a copy to the Lead Administrative Agent) not later than a date (a “Response Date”) to be agreed upon by the Borrower and the Lead Administrative Agent following the date on which the Revolving Maturity Date Extension Request shall have been delivered by the Borrower (it being understood that (x) any Lender that shall have failed to exercise such right as set forth above shall be deemed to be a Declining Lender and (y) any Response Date shall be no earlier than fourteen (14) days after the applicable Revolving Maturity Date Extension Request has been delivered to the Lenders). If a Lender elects to extend only a portion of its then existing Revolving Commitment, it will be deemed for purposes hereof to be a Consenting Lender in respect of such extended portion and a Declining Lender in respect of the remaining portion of its Revolving Commitment. If Consenting Lenders shall have agreed to such Revolving Maturity Date Extension Request in respect of Revolving Commitments held by them, then, subject to clause (it being understood each Revolving Lender shall be offered the right to participate in such extension d) of this Section, on the same terms and conditions as each other Revolving Lender). Each Revolving Lender shall, by notice to date specified in the Company and the Administrative Agent given not later than the 20th day after the date of the Administrative Agent’s receipt of the Company’s Revolving Maturity Date Extension Request, advise Request as the Company whether or not it agrees to effective date thereof (the requested extension (each Revolving Lender agreeing to a requested extension being called a “Consenting Lender”, and each Revolving Lender declining to agree to a requested extension being called a “Declining LenderExtension Effective Date”). Any Defaulting Lender and any Revolving Lender that has not so advised , (i) the Company and the Administrative Agent by such day shall be deemed to have declined to agree to such extension and shall be a Declining Lender; provided that a Declining Lender (other than a Defaulting Lender) may, with the written consent of the Company, elect to become a Consenting Lender on the terms agreed by the other Consenting Lenders by written agreement with the Company and the Administrative Agent entered into at least two Business Days prior to the Existing Revolving Maturity Date (or such later date as of the Administrative Agent shall agree) theretofore in effect (such applicable Revolving Maturity Date being called the “Existing Maturity Date”). The Revolving Maturity Date Commitments shall, as to the Consenting Lenders, be extended to such date as shall be specified therein, (ii) the date terms and conditions of the Revolving Commitments of the Consenting Lenders (including interest and fees in respect thereof), shall be modified as set forth in the Revolving Maturity Date Extension Request. The decision to agree or withhold agreement to any Request and (iii) such other modifications and amendments hereto specified in the Revolving Maturity Date Extension Request shall be at the sole discretion of each Revolving Lender. The Revolving Commitment of (subject to any Declining Lender shall terminate on the Existing 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 Maturity Date, and on the Existing Maturity Date the Borrowers shall also make such other prepayments of their Revolving Loans pursuant to Section 6.2 as shall be required in order that, after giving effect to the termination approvals (including those of the Revolving Commitments of, and all payments to, Declining Lenders pursuant to this sentence, (iRequired Lenders) the sum of the Facility A Revolving Credit Exposures would not exceed the total Facility A Revolving Commitments and (2having been obtained) the sum of the Facility B Revolving Credit Exposures would not exceed the total Facility B Revolving Commitments. Notwithstanding the foregoing provisions of this paragraph, the Company shall have the right, to the extent set forth in Section 8.7 (the Revolving Maturity Date Extension Request being deemed an amendment for such purposes), to replace a Declining Lender with one or more Revolving Lenders or other financial institutions that will agree to the applicable Revolving Maturity Date Extension Request, and each such replacement Revolving Lender or financial institution shall for all purposes constitute a Consenting Lender. Notwithstanding the foregoing, no extension of the Revolving Maturity Date pursuant to this paragraph shall become effective unless on the Existing Maturity Date, the conditions set forth in Section 11.2 shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated on the Existing Maturity Date and executed by an Executive Officer of the Companyeffective.

Extension of Revolving Maturity Date. (a) The Company Borrower may, at any time, by delivery of a Revolving Maturity Date Extension Request to the Lead Administrative Agent (which shall promptly deliver a copy thereof to each of the Lenders) not less than forty-five (45) days, and not more than seventy-five (75) days, prior to the then existing Revolving LendersMaturity Date (the “Existing Revolving Maturity Date”), request that the Revolving Lenders extend the Existing Revolving Maturity Date for an additional period set forth in accordance with this Section 2.23; provided, that, (i) the Borrower shall not be permitted to submit more than two (2) Revolving Maturity Date Extension Requests during the term of this Agreement and (ii) no such Revolving Maturity Date Extension Request (it being understood each Revolving Lender shall be offered effective unless the right total Revolving Commitments of the Consenting Lenders (as defined below) and the total Revolving Commitments of the Replacement Lenders (as defined below) shall be more than 50% of the Aggregate Revolving Commitments in effect immediately prior to participate in such extension on the same terms and conditions as each other applicable Existing Revolving Lender)Maturity Date. Each Revolving Lender shall, by notice Maturity Date Extension Request shall specify (A) the date to which the Company and the Administrative Agent given not Revolving Maturity Date is sought to be extended (which shall in no event be later than the 20th day date that is one year after the date Existing Revolving Maturity Date), (B) the changes, if any, to the Applicable Rate to be applied in Exhibit 10.50 determining the interest payable on Revolving Loans of, and fees payable hereunder to, Consenting Lenders in respect of that portion of their Revolving Commitments (and related Revolving Loans) extended to such new Revolving Maturity Date and the Administrative Agent’s receipt time as of which such changes will become effective (which may be prior to the Company’s Existing Revolving Maturity Date), and (C) any other amendments or modifications to this Agreement to be effected in connection with such Revolving Maturity Date Extension Request; provided, advise the Company whether that, no such changes or not it agrees modifications requiring approvals pursuant to Section 9.02(b) shall become effective prior to the requested then existing Revolving Maturity Date unless such other approvals have been obtained. In the event a Revolving Maturity Date Extension Request shall have been delivered by the Borrower, each Lender shall have the right (but not the obligation) to agree to the extension of the Existing Revolving Maturity Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each Revolving Lender agreeing to a requested extension the Revolving Maturity Date Extension Request being called referred to herein as a “Consenting Lender”, ” and each Revolving Lender declining not agreeing thereto being referred to agree to a requested extension being called herein as a “Declining Lender”). Any Defaulting , which right may be exercised by written notice thereof, specifying the maximum amount of the Revolving Commitment of such Lender with respect to which such Lender agrees to the extension of the Revolving Maturity Date, delivered to the Borrower (with a copy to the Lead Administrative Agent) not later than a date (a “Response Date”) to be agreed upon by the Borrower and the Lead Administrative Agent following the date on which the Revolving Maturity Date Extension Request shall have been delivered by the Borrower (it being understood that (x) any Revolving Lender that has not so advised the Company and the Administrative Agent by shall have failed to exercise such day right as set forth above shall be deemed to have declined to agree to such extension and shall be a Declining Lender; provided that Lender and (y) any Response Date shall be no earlier than fourteen (14) days after the applicable Revolving Maturity Date Extension Request has been delivered to the Lenders). If a Lender elects to extend only a portion of its then existing Revolving Commitment, it will be deemed for purposes hereof to be a Consenting Lender in respect of such extended portion and a Declining Lender (other than a Defaulting Lender) may, with the written consent in respect of the Companyremaining portion of its Revolving Commitment. If Consenting Lenders shall have agreed to such Revolving Maturity Date Extension Request in respect of Revolving Commitments held by them, elect then, subject to become a Consenting Lender clause (d) of this Section, on the terms agreed by the other Consenting Lenders by written agreement with the Company and the Administrative Agent entered into at least two Business Days prior to date specified in the Revolving Maturity Date (or such later date Extension Request as the Administrative Agent shall agreeeffective date thereof (the “Extension Effective Date”), (1) theretofore in effect (such the Existing Revolving Maturity Date being called of the “Existing Maturity Date”). The applicable Revolving Maturity Date Commitments shall, as to the Consenting Lenders, be extended to such date as shall be specified therein, (2) the date terms and conditions of the Revolving Commitments of the Consenting Lenders (including interest and fees in respect thereof), shall be modified as set forth in the Revolving Maturity Date Extension Request. The decision to agree or withhold agreement to any Request and (3) such other modifications and amendments hereto specified in the Revolving Maturity Date Extension Request shall be at the sole discretion of each Revolving Lender. The Revolving Commitment of (subject to any Declining Lender shall terminate on the Existing 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 Maturity Date, and on the Existing Maturity Date the Borrowers shall also make such other prepayments of their Revolving Loans pursuant to Section 6.2 as shall be required in order that, after giving effect to the termination approvals (including those of the Revolving Commitments of, and all payments to, Declining Lenders pursuant to this sentence, (iRequired Lenders) the sum of the Facility A Revolving Credit Exposures would not exceed the total Facility A Revolving Commitments and (2having been obtained) the sum of the Facility B Revolving Credit Exposures would not exceed the total Facility B Revolving Commitments. Notwithstanding the foregoing provisions of this paragraph, the Company shall have the right, to the extent set forth in Section 8.7 (the Revolving Maturity Date Extension Request being deemed an amendment for such purposes), to replace a Declining Lender with one or more Revolving Lenders or other financial institutions that will agree to the applicable Revolving Maturity Date Extension Request, and each such replacement Revolving Lender or financial institution shall for all purposes constitute a Consenting Lender. Notwithstanding the foregoing, no extension of the Revolving Maturity Date pursuant to this paragraph shall become effective unless on the Existing Maturity Date, the conditions set forth in Section 11.2 shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated on the Existing Maturity Date and executed by an Executive Officer of the Companyeffective.

Extension of Revolving Maturity Date. The Company Borrower may, at any time, by delivery of a Revolving Maturity Date Extension Request notice to the Administrative Agent (which shall promptly deliver a copy to each of the Revolving Lenders)) given not less than 45 days and not more than 60 days prior to the Revolving Maturity Date at any time in effect, request that the Revolving Lenders extend the Revolving Maturity Date for an additional period set forth of not more than 364 days as specified in such Revolving Maturity Date Extension Request (it being understood each Revolving Lender shall be offered the right to participate in such extension on the same terms and conditions as each other Revolving Lender)notice. Each Revolving Lender shall, by notice to the Company Borrower and the Administrative Agent given not earlier than the 30th day and not later than the 20th 25th day after prior to the date of the Administrative Agent’s receipt of the Company’s Revolving Maturity Date Extension Requestthen in effect, advise the Company Borrower whether or not it agrees to such extension on the requested extension (each Revolving Lender agreeing to a requested extension being called a “Consenting Lender”, and each Revolving Lender declining to agree to a requested extension being called a “Declining Lender”)terms set forth in such notice. Any Defaulting Lender and any Revolving Lender that has not so advised the Company Borrower and the Administrative Agent by such day shall be deemed to have declined to agree to such extension extension. If the Borrower shall have requested and shall be a Declining Lender; provided that a Declining Lender (other Revolving Lenders representing more than a Defaulting Lender) may, with the written consent 50% of the Companyaggregate Revolving Commitments shall have agreed to an extension of the Revolving Maturity Date, elect to become a Consenting Lender on the terms agreed by the other Consenting Lenders by written agreement with the Company and the Administrative Agent entered into at least two Business Days prior to then the Revolving Maturity Date (or such later date as the Administrative Agent shall agree) theretofore in effect (such Revolving Maturity Date being called the “Existing Maturity Date”). The Revolving Maturity Date shall, as to the Consenting Lenders, be extended to for the date set forth additional period and on the terms specified in the Revolving Maturity Date Extension RequestBorrower's notice. The decision to agree or withhold agreement to any extension of the Revolving Maturity Date Extension Request hereunder shall be at the sole discretion of each Revolving Lender. The Revolving Commitment of any Declining Revolving Lender that has declined to agree to any requested extension of the Revolving Maturity Date (a "Non-Extending Lender") shall terminate on the Revolving Maturity Date in effect prior to giving effect to any such extension (the "Existing Revolving Maturity Date. The "), and the principal amount of any outstanding Revolving Loans made by Declining Lenderssuch Lender, together with any accrued interest thereon thereon, and any accrued fees and other amounts payable to or for the account of such Declining Lenders Revolving Lender hereunder, shall be due and payable on the Existing Revolving Maturity Date, and on the Existing Maturity Date the Borrowers shall also make such other prepayments of their Revolving Loans pursuant to Section 6.2 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, (i) the sum of the Facility A Revolving Credit Exposures would not exceed the total Facility A Revolving Commitments and (2) the sum of the Facility B Revolving Credit Exposures would not exceed the total Facility B Revolving Commitments. Notwithstanding the foregoing provisions of this paragraph, the Company Borrower shall have the right, pursuant to the extent set forth in Section 8.7 (the Revolving Maturity Date Extension Request being deemed an amendment for such purposes2.19(b), to replace a Declining Non-Extending Lender with one or more Revolving Lenders a Lender or other financial institutions institution that will agree to the applicable Revolving Maturity Date Extension Request, and each such replacement Revolving Lender or financial institution shall for all purposes constitute a Consenting Lender. Notwithstanding the foregoing, no an extension of the Revolving Maturity Date pursuant to this paragraph shall become effective unless on the Existing Maturity Date, the conditions set forth in Section 11.2 shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated on the Existing Maturity Date and executed by an Executive Officer of the Company.