Common use of Extension of Scheduled Termination Date Clause in Contracts

Extension of Scheduled Termination Date. (a) Seller may request one or more 364-day extensions of the Scheduled Termination Date then in effect by giving written notice of such request to Agent (each such notice, an “Extension Notice”) at least 60 days prior to the Scheduled Termination Date then in effect. After Agent’s receipt of any Extension Notice, Agent shall promptly notify each Purchaser Agent of such Extension Notice. After Agent’s and each Purchaser Agent’s receipt of any Extension Notice, each Purchaser Agent shall promptly notify the Financial Institutions in such Purchaser Agent’s Purchaser Group of such Extension Notice. Each Financial Institution may, in its sole discretion, by a revocable notice (a “Consent Notice”) given to Agent and, if applicable, the Purchaser Agent in such Financial Institution’s Purchaser Group on or prior to the 30th day prior to the Scheduled Termination Date then in effect (such period from the date of the Extension Notice to such 30th day being referred to herein as the “Consent Period”), consent to such extension of such Scheduled Termination Date; provided, however, that, except as provided in Section 4.6(b), such extension shall not be effective with respect to any of the Financial Institutions if any one or more Financial Institutions: (i) notifies Agent and, if applicable, the Purchaser Agent in such Financial Institution’s Purchaser Group during the Consent Period that such Financial Institution either does not wish to consent to such extension or wishes to revoke its prior Consent Notice or (ii) fails to respond to Agent and, if applicable, the Purchaser Agent in such Financial Institution’s Purchaser Group within the Consent Period (each Financial Institution or its related Conduit, as the case may be, that does not wish to consent to such extension or wishes to revoke its prior Consent Notice of fails to respond to Agent and, if applicable, such Purchaser Agent within the Consent Period is herein referred to as a “Non-Renewing Financial Institution”). If none of the events described in the foregoing clauses (i) or (ii) occurs during the Consent Period and all Consent Notices have been received, then, the Scheduled Termination Date shall be irrevocably extended until the date that is 364 days after the Scheduled Termination Date then in effect. Agent shall promptly notify Seller of any Consent Notice or other notice received by Agent pursuant to this Section 4.6(a).

Extension of Scheduled Termination Date. The Borrower may, no more frequently than once each year, request the Committed Lenders to extend the date set forth in the definition of “Scheduled Termination Date” (athe “Commitment Termination Date”) Seller may request for a period of 364 days past the then applicable Commitment Termination Date by delivering written notice to each Group Agent, with such extension to become effective as of the date one or more 364-day extensions Committed Lenders shall in their sole discretion consent to such extension. Any such request shall be subject to the following conditions: (i) at no time will any Commitment of any Committed Lender have a term of more than 364 days and, if any such request would result in a term of more than 364 days, such request shall be deemed to have been made for such number of days so that, after giving effect to such extension on the date requested, such term will not exceed 364 days, (ii) none of the Scheduled Committed Lenders will have any obligation to extend any Commitment, (iii) any such extension of the Commitment Termination Date then in effect by giving will be effective only upon the written notice agreement of such request to Agent (each such notice, an “Extension Notice”) at least 60 one Committed Lender and the Borrower and (iv) any request for such extension shall be made not more than one hundred twenty (120) nor less than forty-five (45) days prior to the Scheduled then current and applicable Commitment Termination Date then Date. The Group Agent for each applicable Committed Lender will respond to any such request within thirty (30) days but in effect. After Agent’s receipt of any Extension Notice, Agent shall promptly notify each Purchaser Agent of such Extension Notice. After Agent’s and each Purchaser Agent’s receipt of any Extension Notice, each Purchaser Agent shall promptly notify the Financial Institutions in such Purchaser Agent’s Purchaser Group of such Extension Notice. Each Financial Institution may, in its sole discretion, by a revocable notice event no earlier than ninety (a “Consent Notice”90) given to Agent and, if applicable, the Purchaser Agent in such Financial Institution’s Purchaser Group on or days prior to the 30th day prior then current Commitment Termination Date, provided, that any Group Agent’s failure to respond within such period shall be deemed to be a rejection of the requested extension. If one or more Group Agents (but less than all) does not extend the Scheduled Termination Date then in effect (such period from Date, the date Commitments of the Extension Notice to such 30th day being referred to herein as the “Consent Period”), consent to such extension of such Scheduled Termination Date; provided, however, that, except as provided in Section 4.6(b), such extension shall not be effective with respect to any of the Financial Institutions if any one or more Financial Institutions: (i) notifies Agent and, if applicable, the Purchaser Agent Committed Lenders in such Financial InstitutionGroup Agent’s Purchaser Group during the Consent Period that such Financial Institution either does not wish to consent to such extension or wishes to revoke its prior Consent Notice or (ii) fails to respond to Agent and, if applicable, the Purchaser Agent each Lender in such Financial Institution’s Purchaser Group within the Consent Period (each Financial Institution or its related ConduitGroup, as the case may be, that does not wish to consent to such extension or wishes to revoke its prior Consent Notice of fails to respond to Agent and, if applicable, such Purchaser Agent within the Consent Period is herein referred to as a “Non-Renewing Financial InstitutionLender”). If none ) shall expire on the then current Commitment Termination Date without further action required on the part of the events described in the foregoing clauses (i) or (ii) occurs during the Consent Period any Person and all Consent Notices have been received, then, the Scheduled Termination Date shall be irrevocably extended until only with respect to the date Committed Lenders that is 364 days after have confirmed the Scheduled extension of their Commitments to the Borrower in writing on or prior to the then current Commitment Termination Date then in effectDate. Agent For the avoidance of doubt, no Non-Renewing Lender shall promptly notify Seller be an LC Participant with respect to any undrawn and unexpired amount of any Consent Notice or other notice received by Agent pursuant to this Section 4.6(a)then outstanding Letters of Credit following the expiration of the Commitments of such Non-Renewing Lender.

Extension of Scheduled Termination Date. The Borrower may, no more frequently than once each year (acommencing in the year 2018) Seller may by delivering written notice to each Managing Agent, request the Committed Lenders to extend the date set forth in the definition of “Scheduled Termination Date” (the “Commitment Termination Date”) for a period of 364 days past the then applicable Commitment Termination Date, with such extension to become effective as of the date one or more 364-day extensions Committed Lenders shall in their sole discretion consent to such extension. Any such request shall be subject to the following conditions: (i) at no time will any Commitment of any Committed Lender have a term of more than 364 days and, if any such request would result in a term of more than 364 days, such request shall be deemed to have been made for such number of days so that, after giving effect to such extension on the date requested, such term will not exceed 364 days, (ii) none of the Scheduled Committed Lenders will have any obligation to extend any Commitment, (iii) any such extension of the Commitment Termination Date then in effect by giving will be effective only upon the written notice agreement of such request to Agent (each such notice, an “Extension Notice”) at least 60 one Committed Lender and the Borrower and (iv) any request for such extension shall be made not more than one hundred twenty (120) nor less than forty-five (45) days prior to the Scheduled then current and applicable Commitment Termination Date then Date. The Managing Agent for each applicable Committed Lender will respond to any such request within thirty (30) days but in effect. After Agent’s receipt of any Extension Notice, Agent shall promptly notify each Purchaser Agent of such Extension Notice. After Agent’s and each Purchaser Agent’s receipt of any Extension Notice, each Purchaser Agent shall promptly notify the Financial Institutions in such Purchaser Agent’s Purchaser Group of such Extension Notice. Each Financial Institution may, in its sole discretion, by a revocable notice event no earlier than ninety (a “Consent Notice”90) given to Agent and, if applicable, the Purchaser Agent in such Financial Institution’s Purchaser Group on or days prior to the 30th day prior then current Commitment Termination Date, provided, that any Managing Agent’s failure to respond within such period shall be deemed to be a rejection of the requested extension. If one or more Managing Agents (but less than all) does not extend the Scheduled Termination Date then in effect (such period from Date, the date Commitments of the Extension Notice to such 30th day being referred to herein as the “Consent Period”), consent to such extension of such Scheduled Termination Date; provided, however, that, except as provided in Section 4.6(b), such extension shall not be effective with respect to any of the Financial Institutions if any one or more Financial Institutions: (i) notifies Agent and, if applicable, the Purchaser Agent Committed Lenders in such Financial InstitutionManaging Agent’s Purchaser Lender Group during the Consent Period that such Financial Institution either does not wish to consent to such extension or wishes to revoke its prior Consent Notice or (ii) fails to respond to Agent and, if applicable, the Purchaser Agent each Lender in such Financial Institution’s Purchaser Group within the Consent Period (each Financial Institution or its related ConduitLender Group, as the case may be, that does not wish to consent to such extension or wishes to revoke its prior Consent Notice of fails to respond to Agent and, if applicable, such Purchaser Agent within the Consent Period is herein referred to as a “Non-Renewing Financial InstitutionLender”). If none ) shall expire on the then current Commitment Termination Date without further action required on the part of the events described in the foregoing clauses (i) or (ii) occurs during the Consent Period any Person and all Consent Notices have been received, then, the Scheduled Termination Date shall be irrevocably extended until only with respect to the date Committed Lenders that is 364 days after have confirmed the Scheduled extension of their Commitments to the Borrower in writing on or prior to the then current Commitment Termination Date then in effectDate. Agent For the avoidance of doubt, no Non-Renewing Lender shall promptly notify Seller be an L/C Participant with respect to any undrawn and unexpired amount of any Consent Notice or other notice received by Agent pursuant to this Section 4.6(a)then outstanding Letters of Credit following the expiration of the Commitments of such Non-Renewing Lender.

Extension of Scheduled Termination Date. (a) Seller may request one or more 364-day extensions of the Scheduled Termination Date then in effect by giving written notice of such request to Agent (each such notice, an “Extension Notice”) at least No later than 60 days prior to the Scheduled Termination Date then the Seller may request in effect. After Agent’s receipt of any Extension Notice, Agent shall promptly notify each Purchaser Agent of such Extension Notice. After Agent’s and each Purchaser Agent’s receipt of any Extension Notice, each Purchaser Agent shall promptly notify the Financial Institutions in such Purchaser Agent’s Purchaser Group of such Extension Notice. Each Financial Institution may, in its sole discretion, by a revocable written notice (a “Consent Notice”) given to Agent and, if applicable, the Purchaser Agent in such Financial Institution’s Purchaser Group on or prior to the 30th day prior to Agent that the Scheduled Termination Date then in effect be extended by three hundred sixty-four (364) days. The Agent will promptly inform each Committed Purchaser of any such period from request and each Committed Purchaser shall notify the date Agent in writing no later than 30 days after its receipt of such notice whether such Committed Purchaser agrees to such extension (each such Committed Purchaser agreeing to such extension being a “Consenting Committed Purchaser”). In the event that a Committed Purchaser shall fail timely to so notify the Agent whether it agrees to such extension, such Committed Purchaser shall be deemed to have refused to grant the requested extension. Upon receipt by the Agent of the Extension Notice to such 30th day being referred to herein as the “Consent Period”), consent to such extension of all the Committed Purchasers no later than 30 days after its receipt of such Scheduled Termination Date; provided, however, that, except as provided in Section 4.6(b), such extension shall not be effective with respect to any of the Financial Institutions if any one or more Financial Institutions: (i) notifies Agent and, if applicable, the Purchaser Agent in such Financial Institution’s Purchaser Group during the Consent Period that such Financial Institution either does not wish to consent to such extension or wishes to revoke its prior Consent Notice or (ii) fails to respond to Agent and, if applicable, the Purchaser Agent in such Financial Institution’s Purchaser Group within the Consent Period (each Financial Institution or its related Conduit, as the case may be, that does not wish to consent to such extension or wishes to revoke its prior Consent Notice of fails to respond to Agent and, if applicable, such Purchaser Agent within the Consent Period is herein referred to as a “Non-Renewing Financial Institution”). If none of the events described in the foregoing clauses (i) or (ii) occurs during the Consent Period and all Consent Notices have been received, thennotice, the Scheduled Termination Date shall be irrevocably automatically extended until an additional three hundred sixty-four (364) days. If the date Instructing Group consents to such extension but fewer than all the Committed Purchasers so consent, and if the Seller still desires to extend the Scheduled Termination Date, the Seller may seek to replace any Committed Purchaser that is 364 days after a non-Consenting Committed Purchaser pursuant to Section 9.8. If the Seller and all the Committed Purchasers do not agree to the extension and each non-Consenting Committed Purchaser is not replaced, and the event that the Seller does not activate the Term-Out Option set forth in Section 1.10 below, the Scheduled Termination Date then shall take place as scheduled. If the Scheduled Termination Date is extended, any non-Consenting Committed Purchaser shall be replaced on the effective date of the assignment as set forth above and all amounts owing to such Committed Purchaser hereunder shall, on such effective date, be paid in effect. Agent shall promptly notify Seller of any Consent Notice or other notice received by Agent full pursuant to this the terms of Section 4.6(a)9.8 hereof. Notwithstanding anything contained herein to the contrary, any extension of the Scheduled Termination Date or Maturity Date to a date beyond September 22, 2010, is subject to the approval of all Purchasers.

Extension of Scheduled Termination Date. (a) Seller may request one or more 364-day extensions of the Scheduled Termination Date then in effect by giving written notice of such request to Agent (each such notice, an “Extension Notice”) at least No later than 60 days prior to the Scheduled Termination Date then the Seller may request in effect. After Agent’s receipt of any Extension Notice, Agent shall promptly notify each Purchaser Agent of such Extension Notice. After Agent’s and each Purchaser Agent’s receipt of any Extension Notice, each Purchaser Agent shall promptly notify the Financial Institutions in such Purchaser Agent’s Purchaser Group of such Extension Notice. Each Financial Institution may, in its sole discretion, by a revocable written notice (a “Consent Notice”) given to Agent and, if applicable, the Purchaser Agent in such Financial Institution’s Purchaser Group on or prior to the 30th day prior to Agent that the Scheduled Termination Date then in effect be extended by three hundred sixty (360) days. The Agent will promptly inform each Purchaser Agent of any such period from request and each Purchaser Agent shall notify the date Agent in writing no later than 30 days after its receipt of such notice whether its Purchaser Group agrees to such extension (each such Purchaser Group agreeing to such extension being a "CONSENTING PURCHASER GROUP"). In the event that a Purchaser Agent shall fail timely to so notify the Agent whether its Purchaser Group agrees to such extension, such Purchaser Group shall be deemed to have refused to grant the requested extension. Upon receipt by the Agent of the Extension Notice to such 30th day being referred to herein as the “Consent Period”), consent to such extension of such Scheduled Termination Date; provided, however, that, except as provided in Section 4.6(b), such extension shall not be effective with respect to any of the Financial Institutions if any one or more Financial Institutions: (i) notifies Agent and, if applicable, all the Purchaser Agent in Groups no later than 30 days after its receipt of such Financial Institution’s Purchaser Group during the Consent Period that such Financial Institution either does not wish to consent to such extension or wishes to revoke its prior Consent Notice or (ii) fails to respond to Agent and, if applicable, the Purchaser Agent in such Financial Institution’s Purchaser Group within the Consent Period (each Financial Institution or its related Conduit, as the case may be, that does not wish to consent to such extension or wishes to revoke its prior Consent Notice of fails to respond to Agent and, if applicable, such Purchaser Agent within the Consent Period is herein referred to as a “Non-Renewing Financial Institution”). If none of the events described in the foregoing clauses (i) or (ii) occurs during the Consent Period and all Consent Notices have been received, thennotice, the Scheduled Termination Date shall be irrevocably automatically extended until an additional three hundred sixty (360) days. If the date Instructing Group consents to such extension but fewer than all the Purchaser Groups so consent, and if the Seller still desires to extend the Scheduled Termination Date, the Seller may seek to replace any Purchaser Group that is 364 days after a non-Consenting Purchaser Group pursuant to Section 9.8. If the Seller and all the Purchaser Groups do not agree to the extension and each non-Consenting Conduit Purchaser is not replaced, the Scheduled Termination Date then shall take place as scheduled. If the Scheduled Termination Date is extended, any non-Consenting Purchaser Group shall be replaced on the effective date of the assignment as set forth above and all amounts owing to such Purchaser Group hereunder shall, on such effective date, be paid in effect. Agent shall promptly notify Seller of any Consent Notice or other notice received by Agent full pursuant to this the terms of Section 4.6(a)9.8 hereof.

Extension of Scheduled Termination Date. (a) Seller may request one or more 364-day extensions of the Scheduled Termination Date then in effect by giving written notice of such request to Agent (each such notice, an “Extension Notice”) at least 60 days prior to the Scheduled Termination Date then in effect. After Agent’s receipt of any Extension Notice, Agent shall promptly notify each Purchaser Agent of such Extension Notice. After Agent’s and each Purchaser Agent’s receipt of any Extension Notice, each Purchaser Agent shall promptly notify the Financial Institutions in such Purchaser Agent’s Purchaser Group of such Extension Notice. Each Financial Institution may, in its sole discretion, by a revocable notice (a “Consent Notice”) given to Agent and, if applicable, the Purchaser Agent in such Financial Institution’s Purchaser Group on or prior to the 30th day (or any other day as may be mutually agreed among the Seller, the Agent and each Purchaser Agent) prior to the Scheduled Termination Date then in effect (such period from the date of the Extension Notice to such 30th day (or other applicable day) being referred to herein as the “Consent Period”), consent to such extension of such Scheduled Termination Date; provided, however, that, except as provided in Section 4.6(b4.4(b), such extension shall not be 736370695 19636993 RECEIVABLES PURCHASE AGREEMENT effective with respect to any of the Financial Institutions if any one or more Financial Institutions: (i) notifies Agent and, if applicable, the Purchaser Agent in such Financial Institution’s Purchaser Group during the Consent Period that such Financial Institution either does not wish to consent to such extension or wishes to revoke its prior Consent Notice or (ii) fails to respond to Agent and, if applicable, the Purchaser Agent in such Financial Institution’s Purchaser Group within the Consent Period (each Financial Institution or its related Conduit, as the case may be, that does not wish to consent to such extension or wishes to revoke its prior Consent Notice of fails to respond to Agent and, if applicable, such Purchaser Agent within the Consent Period is herein referred to as a “Non-Renewing Financial Institution”). If none of the events described in the foregoing clauses (i) or (ii) occurs during the Consent Period and all Consent Notices have been received, then, the Scheduled Termination Date shall be irrevocably extended until the date that is 364 days after the Scheduled Termination Date then in effect. Agent shall promptly notify Seller of any Consent Notice or other notice received by Agent pursuant to this Section 4.6(a4.4(a).

Extension of Scheduled Termination Date. (a) a. Seller may request one or more 364-day extensions of the Scheduled Termination Date then in effect by giving written notice of such request to Agent (each such notice, an “Extension Notice”) at least 60 days prior to the Scheduled Termination Date then in effect. After Agent’s receipt of any Extension Notice, Agent shall promptly notify each Purchaser Agent of such Extension Notice. After Agent’s and each Purchaser Agent’s receipt of any Extension Notice, each Purchaser Agent shall promptly notify the Financial Institutions in such Purchaser Agent’s Purchaser Group of such Extension Notice. Each Financial Institution may, in its sole discretion, by a revocable notice (a “Consent Notice”) given to Agent and, if applicable, the Purchaser Agent in such Financial Institution’s Purchaser Group on or prior to the 30th day (or any other day as may be mutually agreed among the Seller, the Agent and each Purchaser Agent) prior to the Scheduled Termination Date then in effect (such period from the date of the Extension Notice to such 30th day (or other applicable day) being referred to herein as the “Consent Period”), consent to such extension of such Scheduled Termination Date; provided, however, that, except as provided in Section 4.6(b4.4(b), such extension shall not be effective with respect to any of the Financial Institutions if any one or more Financial Institutions: (i) notifies Agent and, if applicable, the Purchaser Agent in such Financial Institution’s Purchaser Group during the Consent Period that such Financial Institution either does not wish to consent to such extension or wishes to revoke its prior Consent Notice or (ii) fails to respond to Agent and, if applicable, the Purchaser Agent in such Financial Institution’s Purchaser Group within the Consent Period (each Financial Institution or its related Conduit, as the case may be, that does not wish to consent to such extension or wishes to revoke its prior Consent Notice of fails to respond to Agent and, if applicable, such Purchaser Agent within the Consent Period is herein referred to as a “Non-Renewing Financial Institution”). If none of the events described in the foregoing clauses (i) or (ii) occurs during the Consent Period and all Consent Notices have been received, then, the Scheduled Termination Date shall be irrevocably extended until the date that is 364 days after the Scheduled Termination Date then in effect. Agent shall promptly notify Seller of any Consent Notice or other notice received by Agent pursuant to this Section 4.6(a4.4(a).. 740395379 19636993 RECEIVABLES PURCHASE AGREEMENT

Extension of Scheduled Termination Date. The Company may request one extension of the scheduled Termination Date set forth in clause (a) Seller may request one or more 364-day extensions of the Scheduled Termination Date then in effect definition thereof from June 30, 2009 to June 30, 2010 by giving submitting a written notice of request for such request extension to the Administrative Agent (each such notice, an “Extension NoticeRequest”) at least 60 not less than ninety (90) days prior to June 30, 2009, which Extension Request shall include (i) the Scheduled Company’s request to extend the scheduled Termination Date set forth in clause (a) of the definition thereof to June 30, 2010 and (ii) the date (which must be not less than forty-five (45) days after the date of the Extension Request) as of which the Lenders must respond to the Extension Request (the “Response Date”). The Administrative Agent shall forward the Extension Request to the Lenders promptly after its receipt thereof. Each Lender shall deliver its written consent to the Extension Request no later than the Response Date (and the failure to provide such written consent by such date shall be deemed to be a decision not to extend). If any Lender declines to extend the scheduled Termination Date then in effect. After Agent, and no other Lender is willing to acquire such declining Lender’s receipt of any Extension NoticeCommitment, Agent shall promptly notify each Purchaser Agent of such Extension Notice. After Agent’s Obligations and each Purchaser Agent’s receipt of any Extension Notice, each Purchaser Agent shall promptly notify the Financial Institutions in such Purchaser Agent’s Purchaser Group of such Extension Notice. Each Financial Institution may, in its sole discretion, by a revocable notice (a “Consent Notice”) given to Agent and, if applicable, the Purchaser Agent in such Financial Institution’s Purchaser Group other rights and duties hereunder on or prior to the 30th day prior date on which the requested extension is to be effective, all Obligations and other amounts due hereunder shall be paid in full by the Company to the Scheduled Lenders and the Administrative Agent on the then effective Termination Date then in (without giving effect (to any such period from the date of the Extension Notice to such 30th day being referred to herein as the “Consent Period”requested extension thereof), consent to such extension of such Scheduled Termination Date; provided, however, that, except as provided in Section 4.6(b), . No such extension shall not be effective with respect to any occur if an Event of Default or an Unmatured Event of Default is outstanding as of the Financial Institutions date on which the extension shall occur or if any one or more Financial Institutions: (i) notifies Agent andthe Company has not been in compliance with the financial covenants set forth in Article XI, if applicableincluding, without limitation, Section 11.14, for the two Fiscal Quarters immediately preceding the date on which the Company has requested the Extension Request to take effect. In the event the Lenders honor the Extension Request and agree to extend the scheduled Termination Date, the Purchaser Company agrees that it shall pay to the Administrative Agent for the ratable benefit of the Lenders, in such Financial Institution’s Purchaser Group during the Consent Period that such Financial Institution either does not wish to consent to such extension or wishes to revoke its prior Consent Notice or (ii) fails to respond to Agent andimmediately available funds, if applicable, the Purchaser Agent in such Financial Institution’s Purchaser Group within the Consent Period (each Financial Institution or its related Conduit, as the case may be, that does not wish to consent to such extension or wishes to revoke its prior Consent Notice of fails to respond to Agent and, if applicable, such Purchaser Agent within the Consent Period is herein referred to and as a “Non-Renewing Financial Institution”). If none of condition to completing the events described in extension, a fee equal to 0.20% times the foregoing clauses (i) or (ii) occurs during the Consent Period and all Consent Notices have been received, then, the Scheduled Termination Date shall be irrevocably extended until the date that is 364 days after the Scheduled Termination Date Revolving Commitment then in effect. Agent shall promptly notify Seller of any Consent Notice or other notice received by Agent pursuant to this Section 4.6(a).

Extension of Scheduled Termination Date. (a) Seller may request one or more 364-day extensions of the Scheduled Termination Date then in effect by giving written notice of such request to Agent (each such notice, an “Extension Notice”) at least 60 days prior to the Scheduled Termination Date then in effect. After Agent’s receipt of any Extension Notice, Agent shall promptly notify each Purchaser Agent of such Extension Notice. After Agent’s and each Purchaser Agent’s receipt of any Extension Notice, each Purchaser Agent shall promptly notify the Financial RECEIVABLES PURCHASE AGREEMENT Institutions in such Purchaser Agent’s Purchaser Group of such Extension Notice. Each Financial Institution may, in its sole discretion, by a revocable notice (a “Consent Notice”) given to Agent and, if applicable, the Purchaser Agent in such Financial Institution’s Purchaser Group on or prior to the 30th day prior to the Scheduled Termination Date then in effect (such period from the date of the Extension Notice to such 30th day being referred to herein as the “Consent Period”), consent to such extension of such Scheduled Termination Date; provided, however, that, except as provided in Section 4.6(b), such extension shall not be effective with respect to any of the Financial Institutions if any one or more Financial Institutions: (i) notifies Agent and, if applicable, the Purchaser Agent in such Financial Institution’s Purchaser Group during the Consent Period that such Financial Institution either does not wish to consent to such extension or wishes to revoke its prior Consent Notice or (ii) fails to respond to Agent and, if applicable, the Purchaser Agent in such Financial Institution’s Purchaser Group within the Consent Period (each Financial Institution or its related Conduit, as the case may be, that does not wish to consent to such extension or wishes to revoke its prior Consent Notice of fails to respond to Agent and, if applicable, such Purchaser Agent within the Consent Period is herein referred to as a “Non-Renewing Financial Institution”). If none of the events described in the foregoing clauses (i) or (ii) occurs during the Consent Period and all Consent Notices have been received, then, the Scheduled Termination Date shall be irrevocably extended until the date that is 364 days after the Scheduled Termination Date then in effect. Agent shall promptly notify Seller of any Consent Notice or other notice received by Agent pursuant to this Section 4.6(a).

Extension of Scheduled Termination Date. (a) Seller may request one or The Company may, not more 364-day extensions of the Scheduled Termination Date then in effect by giving written notice of such request to Agent (each such notice, an “Extension Notice”) at least 60 than 90 nor less than 30 days prior to the Scheduled first and second anniversaries of the date of this Agreement (each an “Anniversary Date”), submit to the Administrative Agent a request (an “Extension Request”) for a one year extension of the scheduled Termination Date then in effectDate. After Agent’s receipt of any Extension Notice, The Administrative Agent shall promptly notify each Purchaser Agent forward a copy of such Extension NoticeRequest to each Bank. After Agent’s and In response to such request, each Purchaser Agent’s Bank shall, not later than the earlier of 30 days after receipt of any Extension Noticesuch notice and 15 days prior to the applicable Anniversary Date, each Purchaser Agent shall promptly notify the Financial Institutions in such Purchaser Agent’s Purchaser Group of such Extension Notice. Each Financial Institution may, Administrative Agent whether it is willing (in its sole and complete discretion, by a revocable ) to extend the scheduled Termination Date for an additional year (and any Bank that fails to give such notice (a “Consent Notice”) given to the Administrative Agent and, if applicable, shall be deemed to have elected not to extend the Purchaser scheduled Termination Date). The Administrative Agent in such Financial Institution’s Purchaser Group on or will notify the Company of the decisions of the Banks no later than 10 days prior to the 30th day prior relevant Anniversary Date. If the Required Banks elect to extend the Scheduled scheduled Termination Date, then on the relevant Anniversary Date the scheduled Termination Date then in effect (such period from for all Banks that agreed to extend the date of the Extension Notice to such 30th day being referred to herein as the “Consent Period”), consent to such extension of such Scheduled Termination Date; provided, however, that, except as provided in Section 4.6(b), such extension shall not be effective with respect to any of the Financial Institutions if any one or more Financial Institutions: (i) notifies Agent and, if applicable, the Purchaser Agent in such Financial Institution’s Purchaser Group during the Consent Period that such Financial Institution either does not wish to consent to such extension or wishes to revoke its prior Consent Notice or (ii) fails to respond to Agent and, if applicable, the Purchaser Agent in such Financial Institution’s Purchaser Group within the Consent Period (each Financial Institution or its related Conduit, as the case may be, that does not wish to consent to such extension or wishes to revoke its prior Consent Notice of fails to respond to Agent and, if applicable, such Purchaser Agent within the Consent Period is herein referred to as a “Non-Renewing Financial Institution”). If none of the events described in the foregoing clauses (i) or (ii) occurs during the Consent Period and all Consent Notices have been received, then, the Scheduled Termination Date shall be irrevocably extended until for an additional year; provided that (a) no Default or Unmatured Default exists on such Anniversary Date and (b) the representations and warranties set forth in Article V are true and correct in all material respects on such Anniversary Date. The Commitment of any Bank that elects, or is deemed to have elected, not to extend the scheduled Termination Date (a “Declining Bank”) shall terminate on the existing scheduled Termination Date (without regard to any extension by the other Banks), and the Pro Rata Shares of the remaining Banks shall be appropriately adjusted on such date. The Company may, at its sole expense and effort, upon notice to any Declining Bank and the Administrative Agent, require such Declining Bank to assign its rights and obligations hereunder to an assignee selected by the Company that is willing to accept such assignment; provided that (i) such assignment shall not conflict with any law, rule or regulation or order of any court or other governmental authority, (ii) in the case of an assignee that is not a Bank, the Company shall have received a written consent of the Administrative Agent and the LC Issuer (which consents shall not be unreasonably withheld), and (iii) the Company or such assignee shall have paid (x) to such Declining Bank in immediately available funds the principal of and interest accrued to the date that is 364 days after of such payment on the Scheduled Termination Date then in effect. Agent shall promptly notify Seller of any Consent Notice or Loans made by it hereunder and all other notice received by amounts owed to it hereunder and (y) the fee payable to the Administrative Agent pursuant to this Section 4.6(a)12.3.2. Upon any such assignment, the scheduled Termination Date for the assignee shall be the latest scheduled Termination Date for any Bank hereunder.