Common use of Extension of Termination Date Clause in Contracts

Extension of Termination Date. (a) The Borrower shall have the right, exercisable no more than twice, to request an extension of the current Termination Date by one year. The Borrower may exercise such right only by executing and delivering to the Agent at least 60 days, but no more than 90 days, prior to any anniversary of the Closing Date commencing with the first anniversary thereof (the “Extension Date”), a written request for such extension (an “Extension Request”). The Agent shall forward to each Lender a copy of the Extension Request delivered to the Agent promptly upon receipt thereof. Borrower understands that this Section has been included in this Agreement for Borrower’s convenience in requesting an extension and acknowledges that none of Lenders nor Agent has promised (either expressly or impliedly), nor has any obligation or commitment whatsoever, to extend the Termination Date at any time. If the Required Lenders shall have notified Agent on or prior to the date which is 30 days prior to the Extension Date that they accept such Extension Request, then, subject to the following conditions on the Extension Date (i) no Default or Event of Default shall exist and (ii) the representations and warranties made or deemed made by the Borrower in the Loan Documents, shall be true and correct in all material respects on and as of the date of such extension with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents, the Termination Date shall be extended for one year with respect to the Commitment of each Lender accepting such Extension Request. If any Lender shall not have notified Agent on or prior to the date which is 30 days prior to the Extension Date that it accepts such Extension Request (or it expressly rejects such Extension Request), then the Termination Date shall not be extended with respect to the Commitment of such rejecting Lender (each such Lender a “Rejecting Lender”). The Agent shall promptly notify Borrower whether the Extension Request has been accepted or rejected as well as which Lender or Lenders rejected Borrower’s Extension Request.

Extension of Termination Date. (a) The Borrower No later than one year prior to the Termination Date then in effect, provided that no Event of Default shall have occurred and be continuing, the right, exercisable no more than twice, to Borrowers may request an extension of the current such Termination Date by one year. The Borrower may exercise such right only by executing and delivering submitting to the Administrative Agent at least 60 days, but no more than 90 days, prior to any anniversary an Extension Request containing the information in respect of the Closing Date commencing with the first anniversary thereof (the “Extension Date”), a written request for such extension (specified in Exhibit I, which the Administrative Agent shall promptly furnish to each Bank. If, within 30 days of their receipt of an “Extension Request”). The Agent , the Majority Banks shall forward to each Lender a copy approve in writing the extension of the Extension Request delivered to the Agent promptly upon receipt thereof. Borrower understands that this Section has been included in this Agreement for Borrower’s convenience in requesting an extension and acknowledges that none of Lenders nor Agent has promised (either expressly or impliedly), nor has any obligation or commitment whatsoever, to extend the Termination Date at any time. If the Required Lenders shall have notified Agent on or prior to the date which is 30 days prior to the Extension Date that they accept requested in such Extension Request, then, subject to the following conditions on Termination Date shall automatically and without any further action by any Person be extended for the period specified in such Extension Date Request; provided that (i) no Default or Event each extension pursuant to this subsection 2.16 shall be for a maximum of Default shall exist one year and (ii) the representations and warranties made or deemed made by Commitment of any Bank which does not consent in writing to such extension within 30 days of its receipt of such Extension Request (an “Objecting Bank”) shall, unless earlier terminated in accordance with this Agreement, expire on the Borrower Termination Date in the Loan Documents, shall be true and correct in all material respects effect on and as of the date of such Extension Request (such Termination Date, if any, referred to as the “Commitment Expiration Date” with respect to such Objecting Bank). If, within 30 days of their receipt of an Extension Request, the Majority Banks shall not approve in writing the extension with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents, the Termination Date shall be extended for one year with respect to the Commitment of each Lender accepting such requested in an Extension Request. If any Lender shall not have notified Agent on or prior to the date which is 30 days prior to the Extension Date that it accepts such Extension Request (or it expressly rejects such Extension Request), then the Termination Date shall not be extended with respect pursuant to the Commitment of such rejecting Lender (each such Lender a “Rejecting Lender”)Extension Request. The Administrative Agent shall promptly notify Borrower whether (y) the Extension Request Banks and the Borrowers of any extension of the Termination Date pursuant to this subsection 2.16 and (z) the Borrowers and any other Bank of any Bank which becomes an Objecting Bank. No Bank has been accepted or rejected as well as which Lender or Lenders rejected Borrower’s Extension Requestan obligation to extend its Commitment pursuant to this Section 2.16 except in its sole discretion.

Extension of Termination Date. (a) The Borrower shall have the right, exercisable no more than twicetwo times, to request an extension extend the Termination Date in effect as of the current Termination Date date each such right is exercised by one yearsix months. The Borrower may exercise each such extension right only by executing and delivering to the Agent Administrative Agent, at least 60 days, 90 days but no not more than 90 days, 180 days prior to any anniversary of the Closing Date commencing with the first anniversary thereof (the “Extension then current Termination Date”), a written request for such extension (each an “Extension Request”). The Administrative Agent shall forward to notify the Lenders each Lender a copy of the time it receives an Extension Request delivered to the Agent promptly upon receipt thereof. Borrower understands that this Section has been included in this Agreement for Borrower’s convenience in requesting an extension and acknowledges that none Subject to satisfaction of Lenders nor Agent has promised (either expressly or impliedly)the following conditions, nor has any obligation or commitment whatsoever, to extend the Termination Date at any time. If then in effect shall be extended for six months effective upon receipt by the Required Lenders shall have notified Administrative Agent on or prior to of an Extension Request and payment of the date which is 30 days prior to the Extension Date that they accept such Extension Request, then, subject applicable fee referred to the following conditions on the Extension Date clause (b): (a) immediately prior to such extension and immediately after giving effect thereto, (i) no Default or Event of Default shall exist and (ii) the representations and warranties made or deemed made by the Parent, the Borrower and each other Loan Party in the Loan DocumentsDocuments to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation and warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such extension with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation and warranty qualified by materiality, in which case such representation or warranty shall have been true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances not prohibited specifically and expressly permitted under the Loan Documents, Documents and (b) the Termination Date Borrower shall be extended for one year with respect to have paid the Commitment of each Lender accepting such Extension RequestFees payable under Section 3.5.(e). If At any Lender shall not have notified Agent on or time prior to the date which is 30 days prior effectiveness of any such extension, upon the Administrative Agent’s request, the Borrower shall deliver to the Extension Date that it accepts such Extension Request Administrative Agent a certificate from the chief executive officer or chief financial officer certifying the matters referred to in the immediately preceding clauses (or it expressly rejects such Extension Requesta)(i) and (a)(ii), then the Termination Date shall not be extended with respect to the Commitment of such rejecting Lender (each such Lender a “Rejecting Lender”). The Agent shall promptly notify Borrower whether the Extension Request has been accepted or rejected as well as which Lender or Lenders rejected Borrower’s Extension Request.

Extension of Termination Date. (a) The Subject to the terms of this Section, the Borrower shall have the right, exercisable no more than twiceone time, to request an extension of that the current Administrative Agent and the Lenders extend the Termination Date by one year. The Borrower may exercise such right only by executing and delivering to the Administrative Agent at least 60 days, 90 days but no not more than 90 days, 180 days prior to any anniversary of the Closing Date commencing with the first anniversary thereof (the “Extension current Termination Date”), a written request for such extension (an “Extension Request”). The Administrative Agent shall forward to each Lender a copy of the Extension Request delivered to the Administrative Agent promptly upon receipt thereof. Not later than the date that is 30 days after the Administrative Agent’s receipt of the Extension Request, the Administrative Agent shall notify the Borrower understands that this Section has been included in this Agreement for Borrower’s convenience in requesting an if the Requisite Lenders have determined to condition the extension and acknowledges that none of Lenders nor Agent has promised (either expressly or impliedly), nor has any obligation or commitment whatsoever, to extend the Termination Date at any timeon an increase in the Capitalization Rate to a percentage not to exceed 10.0%, and if so, what the new Capitalization Rate to become effective on the current Termination Date would be. Any new Capitalization Rate shall be the rate determined by the Requisite Lenders on the basis of then current market conditions and data. If the Required Requisite Lenders shall have notified Agent determine to condition the extension of the Termination Date on or prior to an increase in the Capitalization Rate, then not later than the date which that is 30 days prior to the current Termination Date (the “Extension Notification Date”), the Borrower shall notify the Administrative Agent in writing of its decision to extend or not to extend the Termination Date that they accept by one year. If the Borrower fails to provide such written notification on or prior to the Extension RequestNotification Date, thenthe Borrower shall be deemed to have elected to extend the Termination Date by one year. If the Borrower elects, or is deemed to have elected, to extend the Termination Date, then subject to satisfaction of the following conditions conditions, the Termination Date shall be extended for one year: (a) if the Requisite Lenders have conditioned the extension of the Termination Date on an increase in the Extension Date Capitalization Rate, the Borrower shall have caused to be executed and delivered to the Administrative Agent such documents and agreements as the Administrative Agent may request to evidence such increase, (ib) immediately prior to such extension and immediately after giving effect thereto, no Default or Event of Default shall exist and exist, (iic) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents, shall Documents to which any of them is a party would be true and correct in all material respects on and as immediately after giving effect to the requested extension of the date of such extension with the same force and effect as if made on and as of such date Termination Date, except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects accurate on and as of such earlier date) and except for changes in factual circumstances not prohibited (d) the Borrower shall have paid the Fees payable under the Loan Documents, the Termination Date shall be extended for one year with respect to the Commitment of each Lender accepting such Extension Request. If any Lender shall not have notified Agent on or prior to the date which is 30 days prior to the Extension Date that it accepts such Extension Request (or it expressly rejects such Extension RequestSection 3.6.(d), then the Termination Date shall not be extended with respect to the Commitment of such rejecting Lender (each such Lender a “Rejecting Lender”). The Agent shall promptly notify Borrower whether the Extension Request has been accepted or rejected as well as which Lender or Lenders rejected Borrower’s Extension Request.

Extension of Termination Date. No earlier than sixty (a60) The days and no later than thirty (30) days prior to the Termination Date then in effect, the Borrower shall have the right, exercisable no more than twice, option to request an extension of the current Termination Date by one year. The Borrower may exercise such right only by executing and delivering to the Agent at least 60 days, but for an additional one-year period; provided that no more than 90 days, prior two (2) of such one-year extensions shall be permitted hereunder. Any election by a Lender to any anniversary extend its Commitment will be at such Lender's sole discretion. Subject to the Agent's receipt of the Closing Date commencing with the first anniversary thereof (the “Extension Date”), a written request for consents to such extension (an “Extension Request”). The Agent shall forward to each Lender a copy of the Extension Request delivered to the Agent promptly upon receipt thereof. Borrower understands that this Section has been included in this Agreement for Borrower’s convenience in requesting an extension and acknowledges that none of Lenders nor Agent has promised (either expressly or impliedly), nor has any obligation or commitment whatsoever, to extend the Termination Date at any time. If from the Required Lenders shall have notified Agent on or prior to the date which is 30 days prior to the Extension Date that they accept such Extension RequestLenders, then, subject to the following conditions on the Extension Date (i) and so long as no Default or Event of Default shall exist has occurred and (ii) the representations and warranties made or deemed made by the Borrower in the Loan Documents, shall be true and correct in all material respects on and as of the date of such extension with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documentsis continuing, the Termination Date shall be extended for one an additional one-year with respect period for each consenting Lender; provided that each non-consenting Lender shall be required only to complete its Commitment up to the Commitment previously effective Termination Date (without giving effect to such extension). All Obligations and other amounts payable hereunder to such non-consenting Lender shall become due and payable by the Borrower on the previously effective Termination Date (without giving effect to such extension) and the aggregate Commitments shall be reduced by the total Commitments of each Lender accepting all non-consenting Lenders expiring on such Extension Requestpreviously effective Termination Date (without giving effect to such extension); provided, however, that the Borrower may in accordance with Section 8.07 substitute for such non-consenting Lenders one or more Eligible Assignees (including, without limitation, any existing Lenders) which shall assume the Commitments of such non-consenting Lenders and purchase the outstanding Revolving Credit Advances held by such non-consenting Lenders. If the consenting Lenders and any Lender shall not have notified Agent on or prior new Lenders are willing to commit amounts that, in the date which is 30 days prior to aggregate, exceed the Extension Date that it accepts such Extension Request (or it expressly rejects such Extension Request)Commitments of the non-consenting Lenders, then the Termination Date shall not be extended with respect to Borrower and the Commitment of such rejecting Lender (each such Lender a “Rejecting Lender”). The Agent shall promptly notify Borrower whether allocate the Extension Request has been accepted or rejected as well as which Lender or Commitments of the non-consenting Lenders rejected Borrower’s Extension Requestamong such consenting Lenders and new Lenders.

Extension of Termination Date. (a) The Borrower Not less than 60 days and not more than 90 days prior to the Termination Date then in effect, provided that no Event of Default shall have occurred and be continuing, the right, exercisable no more than twice, to Borrowers may request an extension of the current such Termination Date by one year. The Borrower may exercise such right only by executing and delivering submitting to the Administrative Agent at least 60 daysan Extension Request containing the information in respect of such extension specified in Exhibit I, but no which the Administrative Agent shall promptly furnish to each Bank. Each Bank shall, not less than 30 days and not more than 90 days, 60 days prior to any anniversary the Termination Date then in effect, notify the Borrowers and the Administrative Agent of its election to extend or not extend the Closing Termination Date commencing with the first anniversary thereof (the “Extension Date”), a written request for as requested in such extension (an “Extension Request”). The Agent shall forward to each Lender a copy Notwithstanding any provision of the Extension Request delivered this Agreement to the Agent promptly upon receipt thereof. Borrower understands that this Section has been included in this Agreement for Borrower’s convenience in requesting an extension and acknowledges that none contrary, any notice by any Bank of Lenders nor Agent has promised (either expressly or impliedly), nor has any obligation or commitment whatsoever, its willingness to extend the Termination Date shall be revocable by such Bank in its sole and absolute discretion at any time. If the Required Lenders shall have notified Agent on or time prior to the date which is 30 days prior to the Extension Termination Date that they accept then in effect. If any Bank shall fail to respond, such Bank shall be deemed to have elected not to extend. If the Required Banks shall approve in writing the extension of the Termination Date requested in such Extension Request, then, subject to the following conditions on Termination Date shall automatically and without any further action by any Person be extended for the period specified in such Extension Date Request; provided that (i) no Default or Event each extension pursuant to this subsection 2.16 shall be for a maximum of Default shall exist 364 days and (ii) the representations Commitment of any Bank which does not consent in writing to such extension not less than 30 days and warranties made or deemed made by not more than 60 days prior to the Borrower Termination Date then in effect (an “Objecting Bank”) shall, unless earlier terminated in accordance with this Agreement, expire on the Loan Documents, shall be true and correct Termination Date in all material respects effect on and as of the date of such extension with Extension Request (such Termination Date, if any, referred to as the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents, the Termination Date shall be extended for one year “Commitment Expiration Date” with respect to the Commitment of each Lender accepting such Extension RequestObjecting Bank). If any Lender shall If, not have notified Agent on or prior to the date which is less than 30 days and not more than 60 days prior to the Extension Termination Date that it accepts such Extension Request (or it expressly rejects such then in effect, the Required Banks shall not approve in writing the extension of the Termination Date requested in an Extension Request), then the Termination Date shall not be extended with respect pursuant to the Commitment of such rejecting Lender (each such Lender a “Rejecting Lender”)Extension Request. The Administrative Agent shall promptly notify Borrower whether (y) the Extension Request has been accepted or rejected as well as Banks and the Borrowers of any extension of the Termination Date pursuant to this subsection 2.16 and (z) the Borrowers and any other Bank of any Bank which Lender or Lenders rejected Borrower’s Extension Requestbecomes an Objecting Bank.

Extension of Termination Date. (a) The Borrower Unless the Termination Date shall have occurred, the rightBorrower may request the Lenders, exercisable no by written notice to the Administrative Agent not more than twice90 days and not less than 60 days prior to the then effective Termination Date, to request an consent to extension of the current Termination Date by one year. The Borrower may exercise such right only by executing and delivering to the Agent at least 60 days, but no more than 90 days, prior to any anniversary of the Closing Date commencing with the first anniversary thereof (the “Extension Date”), a written request for such extension (an “Extension Request”). The Agent shall forward to each Lender a copy of the Extension Request delivered to the Agent promptly upon receipt thereof. Borrower understands that this Section has been included in this Agreement for Borrower’s convenience in requesting an extension and acknowledges that none of Lenders nor Agent has promised (either expressly or impliedly), nor has any obligation or commitment whatsoever, to extend the Termination Date at any time. If the Required Lenders shall have notified Agent on or prior to the date which is 364 days after the then effective Termination Date (or, if such date is not a Business Day, the next preceding Business Day). Each Lender shall, in its sole discretion, determine whether to consent to such request and shall notify the Administrative Agent of its determination not more than 45 days and not less than 30 days prior to the Extension Date that they accept then-effective Termination Date. Any Lender which fails to give such Extension Request, then, subject notice to the following conditions on the Extension Date (i) no Default or Event of Default shall exist and (ii) the representations and warranties made or deemed made by the Borrower in the Loan Documents, Administrative Agent shall be true and correct in all material respects on and as of the date of deemed to have not consented to such extension with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents, the Termination Date shall be extended for one year with respect to the Commitment of each Lender accepting such Extension Requestrequest. If any Lender shall not have notified consented to such request 30 days prior to the then effective Termination Date (such Lender being referred to herein as a "Non-Consenting Lender"), the Administrative Agent shall promptly so notify the Borrower and the other Lenders, whereupon each other Lender may, not more than 30 days and not less than 25 days prior to the then effective Termination Date, revoke any consent to such extension previously given by such Lender (in which case such Lender shall be deemed a Non-Consenting Lender). If such request shall have been consented to by the Majority Lenders (as determined after giving effect to the replacement of any Non-Consenting Lender pursuant to Section 8.07(g)), the Administrative Agent shall notify the Borrower and the Lenders in writing of such consent, and such extension shall become effective (other than with respect to any Non-Consenting Lender) upon the delivery by the Borrower to the Administrative Agent and each Lender, on or prior to the date which is 30 days prior then-effective Termination Date, of (i) a certificate of a duly authorized officer of the Borrower, dated such date, as to the Extension Date accuracy, both before and after giving effect to such proposed extension, of the representations and warranties set forth in Section 4.01 and as to the absence, both before and after giving effect to such proposed extension, of any Event of Default or event that it accepts with the giving of notice or the passage of time or both would constitute an Event of Default, (ii) certified copies of all corporate and governmental approvals, if any, required to be obtained by the Borrower in connection with such Extension Request proposed extension , (or it expressly rejects iii) new Notes dated such Extension Request)date, then substantially in the form of Exhibit A hereto with the blanks appropriately completed, payable to the order of each Lender (other than a Non-Consenting Lender) in the principal amount of such Lender's Commitment and (iv ) an opinion of counsel to the Borrower (who shall be satisfactory to the Administrative Agent) as to the matters set forth in Exhibit D, upon giving effect to the extension of the Termination Date shall not and the new Notes, and such other matters as any Lender, through the Administrative Agent, may reasonably request, all of the foregoing to be extended with respect satisfactory in form and substance to the Administrative Agent. In the event of any such extension of the Termination Date, the Commitment of each Non-Consenting Lender that has not been replaced pursuant to Section 8.07(g) shall be terminated in whole as of such rejecting former Termination Date, the aggregate principal amount of all Advances made by each Non-Consenting Lender, together with accrued and unpaid interest, commitment fees and facility fees, and all other amounts payable hereunder to or for the account of each Non-Consenting Lender shall be due and payable on such former Termination Date, and upon such reduction and payment of such amounts each Non-Consenting Lender shall cease to be a party to this Agreement (although each such Non-Consenting Lender a “Rejecting Lender”shall continue to be entitled to indemnification pursuant to Section 8.04(c). The Agent shall promptly notify Borrower whether the Extension Request has been accepted or rejected as well as which Lender or Lenders rejected Borrower’s Extension Request).

Extension of Termination Date. (a) The Borrower shall have the right, exercisable no more than twice, to may request an extension of the current initial Termination Date Date, or if previously extended, the then-applicable Termination Date, for an additional twelve (12) month period in the case of each such extension by one year. The Borrower may exercise such right only by executing and delivering an irrevocable written notice to the Administrative Agent, accompanied by projections prepared by the Borrower with respect to such extension period containing such information as may be reasonably requested by the Administrative Agent at least 60 days(which notice, but no together with such projections, shall promptly be forwarded by the Administrative Agent to the Lenders), not more than 90 days, one hundred twenty (120) nor less than ninety (90) days prior to any the anniversary of the Closing Date commencing with that precedes the first anniversary thereof then-effective Termination Date by one year (the “Extension Date”)any such request, a written request for such extension (an “"Extension Request”"). The Agent shall forward to Upon receipt of such Extension Request, each Lender a copy shall respond to the Borrower and the Administrative Agent in writing no later than sixty (60) days prior to such anniversary of the Closing Date, either irrevocably consenting to such Extension Request delivered or declining to the Agent promptly upon receipt thereofextend such Lender's Commitment. Borrower understands that this Section has been included in this Agreement for Borrower’s convenience in requesting Any determination by any Lender to consent to an extension of the Termination Date shall be in its sole and acknowledges that none absolute discretion and, subject to receipt by the Borrower and the Administrative Agent of Lenders nor Agent has promised (either expressly such consent, there shall be no obligation on the part of any Lender hereunder, whether express or impliedly), nor has any obligation or commitment whatsoeverimplied, to extend the Termination Date at any timeDate. If the Required Lenders shall have notified Agent on or prior Any Lender which fails to respond by the date which is 30 days prior set forth above shall be deemed to have declined the Extension Date that they accept Request. Upon receipt of the written consent to such Extension Request, then, subject to the following conditions on the Extension Date (i) no Default or Event of Default shall exist and (ii) the representations and warranties made or deemed made Request by the Borrower in and the Loan Documents, shall be true and correct in all material respects on and as Administrative Agent from Lenders holding 100% of the date of such extension with Aggregate Commitment, the same force Administrative Agent shall notify the Borrower and effect as if made on and as of such date except to the extent Lenders that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents, the Termination Date shall be has been extended for one year with respect to the Commitment of each Lender accepting such Extension Request. If any Lender shall not have notified Agent on or prior to the date which is 30 days prior to the Extension Date that it accepts such Extension Request an additional twelve (or it expressly rejects such Extension Request), then the Termination Date shall not be extended with respect to the Commitment of such rejecting Lender (each such Lender a “Rejecting Lender”). The Agent shall promptly notify Borrower whether the Extension Request has been accepted or rejected as well as which Lender or Lenders rejected Borrower’s Extension Request12) month period.

Extension of Termination Date. (a) The Up to two times prior to the Termination Date (as it may be extended pursuant to this Section 2.23), the Borrower shall have the right, exercisable no more than twice, to may request an a one-year extension of the current Termination Date by one year. The Borrower may exercise such right only by executing and delivering submitting a request for an extension to the Administrative Agent at least 60 days, but no more than 90 days, prior to any anniversary of the Closing Date commencing with the first anniversary thereof (the “Extension Date”), a written request for such extension (an “Extension Request”) at least 6 months prior to the then scheduled Termination Date. Promptly upon receipt of an Extension Request, the Administrative Agent shall notify each Lender thereof and shall request each Lender to approve the Extension Request. Each Lender may, by a notice (a “Consent Notice”) to the Borrower and the Administrative Agent given within 15 Business Days following receipt of such notice from the Administrative Agent (the “Consent Period”), consent to such extension of the Termination Date, which consent may be given or withheld by each Lender in its absolute and sole discretion; provided, however, that such extension shall not be effective with respect to a Lender which either (a) by a notice (a “Withdrawal Notice”) to the Borrower and the Administrative Agent during the Consent Period, declines to consent to such extension, or (b) has failed to respond to the Borrower and the Administrative Agent within the Consent Period (each such Lender giving a Withdrawal Notice or failing to respond in a timely manner being called a “Withdrawing Lender” and each Lender other than a Withdrawing Lender being a “Continuing Lender”); provided further, that such extension shall be effective only if, as of the day after the end of the Consent Period for each Lender, the sum of the Commitments of the Continuing Lenders is greater than 50% of the Commitments of the Withdrawing Lenders and the Continuing Lenders. The Agent Commitment of each Withdrawing Lender shall forward to each Lender a copy of the Extension Request delivered to the Agent promptly upon receipt thereof. Borrower understands that this Section has been included in this Agreement for Borrower’s convenience in requesting an extension and acknowledges that none of Lenders nor Agent has promised (either expressly or impliedly), nor has any obligation or commitment whatsoever, to extend terminate on the Termination Date at without giving any time. If the Required Lenders shall have notified Agent on or prior effect to the date which is 30 days prior to the Extension Date that they accept such Extension Requestproposed extension; provided, thenhowever, subject to the following conditions on the Extension Date (i) so long as no Default or Event of Default shall exist exists, the Borrower may, at any time within 10 Business Days of delivery of the Withdrawal Notice and (ii) by not less than three Business Days’ prior written notice to the representations Administrative Agent and warranties made or deemed such Lender, cancel such Lender’s Commitment and thereupon prepay all Loans made by the Borrower in the Loan Documentssuch Lender, shall be true together with interest and correct in all material respects on and as of fees accrued to the date of such extension with the same force prepayment and effect as breakage costs due under Section 2.16, if made on and as of any, whereupon such date except Lender shall cease to the extent that such representations and warranties expressly relate solely be obliged to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documentsmake further Loans hereunder, the Termination Date its Commitment shall be extended for one year with respect reduced to the Commitment of each Lender accepting such Extension Request. If any Lender zero and it shall not have notified Agent on or prior to the date which is 30 days prior to the Extension Date that it accepts such Extension Request (or it expressly rejects such Extension Request), then the Termination Date shall not be extended with respect to the Commitment of such rejecting Lender (each such Lender a “Rejecting Lender”). The Agent shall promptly notify Borrower whether the Extension Request has been accepted or rejected as well as which Lender or Lenders rejected Borrower’s Extension Requestreleased from all its obligations under this Agreement.

Extension of Termination Date. (a) The Borrower shall have the rightCompany may, exercisable no more than twice, to request an extension of the current Termination Date by one year. The Borrower may exercise such right only by executing and delivering written notice to the Administrative Agent at least in the form of Exhibit J-1 (the “Extension Request”) given no earlier than 60 days, but no more than 90 days, days prior to any each anniversary of the Closing Date commencing with the first anniversary thereof (the “Extension Date”), a written request for such extension (an “Extension Request”). The Agent shall forward but no later than 45 days prior to each Lender a copy anniversary of the Extension Request delivered to Closing Date, request that the Agent promptly upon receipt thereof. Borrower understands that this Section has been included in this Agreement for Borrower’s convenience in requesting an extension and acknowledges that none of Lenders nor Agent has promised (either expressly or impliedly), nor has any obligation or commitment whatsoever, to extend the then applicable Termination Date at any time. If the Required Lenders shall have notified Agent on or prior be extended to the date which that is 30 one calendar year after the then applicable Termination Date. Such extension shall be effective with respect to each Bank that, by a written notice in the form of Exhibit J-2 (a “Continuation Notice”) to the Administrative Agent given no later than 20 days prior to the Extension Date then applicable anniversary of the Closing Date, consents, in its sole discretion, to such extension (each Bank giving a Continuation Notice being referred to herein as a “Continuing Bank” and each Bank other than a Continuing Bank being referred to herein as a “Non-Extending Bank”), provided that they accept (i) such extension shall be effective only if the aggregate Revolving Commitments of the Continuing Banks constitute at least a majority of the Total Revolving Commitments on the date of the Extension Request, then, subject to the following conditions on the Extension Date (i) no Default or Event of Default shall exist and (ii) the representations and warranties made or deemed made by the Borrower in the Loan Documents, shall be true and correct in all material respects on and as of the date of such extension with the same force and effect as if made on and as of such date except any Bank that fails to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents, the Termination Date shall be extended for one year with respect to the Commitment of each Lender accepting such Extension Request. If any Lender shall not have notified Agent on or prior to the date which is 30 submit a Continuation Notice at least 20 days prior to the then applicable anniversary of the Closing Date shall be deemed not to have consented to such extension and shall constitute a Non-Extending Bank and (iii) the Company may give no more than two Extension Date that it accepts such Requests during the term of this Agreement. No Bank shall have any obligation to consent to any extension of the Termination Date. The Administrative Agent shall notify each Bank of the receipt of an Extension Request (or it expressly rejects such Extension Request), then promptly after receipt thereof. The Administrative Agent shall notify the Termination Date shall not be extended with respect Company and the Banks no later than 15 days prior to the Commitment then applicable anniversary of such rejecting Lender (each such Lender a “Rejecting Lender”). The Agent shall promptly notify Borrower the Closing Date which Banks are Continuing Banks and which Banks are Non-Extending Banks, and whether the Extension Request Administrative Agent has been accepted or rejected as well as which Lender or Lenders rejected Borrower’s received Continuation Notices from Banks holding Revolving Commitments aggregating at least a majority of the Total Revolving Commitments on the date of the Extension Request.

Extension of Termination Date. The Borrower may, by written notice to the Agent (awhich shall promptly deliver a copy to each of the Lenders) not less than 45 days prior to any anniversary of the date hereof, and on not more than two occasions, request that the Lenders extend the Termination Date and the Commitments for an additional period of one year. Each Lender shall, by notice to the Borrower and the Agent given not later than the 20th day after the date of the Agent’s receipt of the Borrower’s extension request, advise the Borrower whether or not it agrees to the requested extension (each Lender agreeing to a requested extension being called a “Consenting Lender” and each Lender declining to agree to a requested extension being called a “Declining Lender”). Any Lender that has not so advised the Borrower and the Agent by such day shall be deemed to have declined to agree to such extension and shall be a Declining Lender. If Lenders constituting the Required Lenders shall have agreed to an extension request, then the Termination Date shall, as to the Consenting Lenders, be extended to the first anniversary of the Termination Date theretofore in effect. The decision to agree or withhold agreement to any Termination Date extension shall be at the sole discretion of each Lender. The Commitment of any Declining Lender shall terminate on the Termination Date in effect as to such Lender prior to giving effect to any such extension (such Termination Date being called the “Existing Termination Date”). The principal amount of any outstanding Advances made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the accounts of such Declining Lenders hereunder, shall be due and payable on the Existing Termination Date, and on the Existing Termination Date the Borrower shall also make such other prepayments of its Borrowings as shall be required in order that, after giving effect to the termination of the Commitments of, and all payments to, Declining Lenders pursuant to this sentence, the sum of the aggregate Advances and the aggregate Letter of Credit Exposures shall not exceed the aggregate Commitments. If, after making the prepayments pursuant to the immediately preceding sentence the sum of the aggregate Advances and the aggregate Letter of Credit Exposures exceed the aggregate Commitments, then the Borrower shall immediately deposit cash collateral in an account with the Agent, in the name of the Agent and for the benefit of the Lenders and the Issuing Banks (such deposit to be held by the Agent as collateral for the payment and performance of the obligations of the Borrower under this Agreement in accordance with Section 2.03(h)(i)), in an amount such that, after giving effect to such cash collateralization and the termination of the Commitments of, and all payments to, Declining Lenders pursuant to the preceding sentence, the sum of the aggregate Advances and the aggregate Letter of Credit Exposures not cash collateralized in accordance with this sentence shall not exceed the aggregate Commitments. Notwithstanding the foregoing provisions of this Section 2.05(e), the Borrower shall have the right, exercisable no more than twicepursuant to Section 2.18(b), at any time prior to the Existing Termination Date, to replace a Declining Lender with a Lender or other financial institution that will agree to a request an for the extension of the current Termination Date, and any such replacement Lender shall for all purposes constitute a Consenting Lender. Notwithstanding the foregoing, no extension of the Termination Date by one year. The Borrower may exercise such right only by executing and delivering pursuant to this Section 2.05(e) shall become effective unless (i) on the Agent at least 60 days, but no more than 90 days, prior to any anniversary of the Closing Date commencing date hereof that immediately follows the date on which the Borrower delivers the applicable request for extension of the Termination Date, the conditions set forth in clauses (a) and (b) of Section 3.02 shall be satisfied (with all references in such clauses to a Borrowing being deemed to be references to such extension and without giving effect to the first anniversary thereof (parenthetical in Section 3.02(a)) and the “Extension Date”), a written request for such extension (an “Extension Request”). The Agent shall forward have received a certificate to each Lender a copy that effect dated such date and executed by the Chief Financial Officer or the Treasurer of the Extension Request delivered to the Agent promptly upon receipt thereof. Borrower understands that this Section has been included in this Agreement for Borrower’s convenience in requesting an extension and acknowledges that none of Lenders nor Agent has promised (either expressly or impliedly), nor has any obligation or commitment whatsoever, to extend the Termination Date at any time. If the Required Lenders shall have notified Agent on or prior to the date which is 30 days prior to the Extension Date that they accept such Extension Request, then, subject to the following conditions on the Extension Date (i) no Default or Event of Default shall exist and (ii) the representations and warranties made or deemed made by the Borrower in the Loan Documents, shall be true and correct in all material respects on and as of the date of such extension with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents, the Termination Date shall be extended for one year with respect to the Commitment of each Lender accepting such Extension Request. If any Lender shall not have notified Agent on or prior to the date which is 30 days prior to the Extension Date that it accepts such Extension Request (or it expressly rejects such Extension Request), then the Termination Date shall not be extended with respect to the Commitment of such rejecting Lender (each such Lender a “Rejecting Lender”). The Agent shall promptly notify Borrower whether the Extension Request has been accepted or rejected as well as which Lender or Lenders rejected Borrower’s Extension Request.

Extension of Termination Date. (a) The Borrower shall have Not later than the right, exercisable no more than twice, date 45 days prior to request an extension of the current applicable Termination Date by one year. The Borrower then in effect, the Company may exercise such right only by executing and delivering deliver to the Administrative Agent at least 60 days, but no more than 90 days, prior a notice requesting that the Term Loans be extended to any anniversary of such date as the Closing Date commencing with the first anniversary thereof Company may specify in such notice (the “Extension Extended Termination Date”), a written request and the Administrative Agent shall promptly forward such notice to the Lenders. Within 10 days after its receipt of any such notice, each Lender shall notify the Administrative Agent of its willingness or unwillingness so to extend all of its Term Loans. Any Lender which shall fail so to notify the Administrative Agent within such period shall be deemed to have declined to extend its Term Loans. In the event that Lenders having outstanding Term Loans equal to 35% or more of the aggregate Term Loans outstanding at such time shall be willing to extend their respective Term Loans, the Administrative Agent shall so notify the Company and each Lender and the applicable Termination Date for each consenting Lender shall without further action be extended to the Extended Termination Date. In the event that any Lender shall be unwilling to extend its Term Loans, the Term Loans of such extension (an “Extension Request”)Lender will not be extended and the applicable Termination Date as to that Lender shall remain unchanged. The Agent shall forward to each Lender a copy scheduled amortization payments of principal of any extended Term Loans occurring after the Extension Request delivered to the Agent promptly upon receipt thereof. Borrower understands that this Section has been included in this Agreement for Borrower’s convenience in requesting an extension and acknowledges that none of Lenders nor Agent has promised (either expressly or impliedly), nor has any obligation or commitment whatsoever, to extend the Termination Date at any time. If the Required Lenders shall have notified Agent on or prior to the date which is 30 days prior to the Extension Date that they accept such Extension Request, then, subject to the following conditions on the Extension Date (i) no Default or Event of Default shall exist and (ii) the representations and warranties made or deemed made by the Borrower in the Loan Documents, shall be true and correct in all material respects on and as of the date of such extension with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents, the original applicable Termination Date shall be extended for one year with respect determined by the Term Loan Lenders that have agreed to such extension and the Commitment of each Lender accepting such Extension RequestCompany. If The Company may replace any Lender shall that has not have notified Agent on or prior agreed to the date which is 30 days prior to the Extension Date that it accepts such Extension Request extend its Term Loans (or it expressly rejects such Extension Request), then the Termination Date shall not be extended with respect to the Commitment of such rejecting Lender (each such Lender a “Rejecting Non-Extending Lender”) pursuant to Section 2.17(b). The Notwithstanding the terms of Section 10.01, the Company and the Administrative Agent shall promptly notify Borrower whether be entitled (with the Extension Request has been accepted or rejected as well as which Lender or Lenders rejected Borrower’s Extension Requestconsent of the extending Lenders, but without the consent of any other Lenders) to enter into any amendments to this Agreement that the Administrative Agent and the Company believe are necessary to appropriately reflect any extension pursuant to this Section 2.04(b).

Extension of Termination Date. (a) The Borrower may, by notice to the Administrative Agent (which shall have promptly deliver a copy to each of the right, exercisable no Lenders) given at least thirty (30) days and not more than twice, to request an extension of the current Termination Date by one year. The Borrower may exercise such right only by executing and delivering to the Agent at least 60 days, but no more than 90 days, prior to any anniversary of the Closing Date commencing with the first anniversary thereof ninety (the “Extension Date”), a written request for such extension (an “Extension Request”). The Agent shall forward to each Lender a copy of the Extension Request delivered to the Agent promptly upon receipt thereof. Borrower understands that this Section has been included in this Agreement for Borrower’s convenience in requesting an extension and acknowledges that none of Lenders nor Agent has promised (either expressly or impliedly), nor has any obligation or commitment whatsoever, to extend the Termination Date at any time. If the Required Lenders shall have notified Agent on or prior to the date which is 30 90) days prior to the Extension Date Initial Termination Date, request that they accept Lenders extend the date on which all Commitments are scheduled to expire hereunder to December 2, 2020 (the “Extended Termination Date”). On the Initial Termination Date, such Extension Request, then, extension will become effective subject to the following conditions Borrower’s timely delivery of such notice to the Administrative Agent and payment of the Extension Fee, and provided that both on the Extension notice delivery date and on the Initial Termination Date (i) no Default or Event of Default shall exist have occurred and be continuing, (ii) the all representations and warranties made or deemed made by the Borrower contained in the Loan Documents, Section 6 hereof shall be true and correct in all material respects (where not already qualified by materiality or Material Adverse Effect, otherwise in all respects) on and as of the date of such extension with the same force and effect as if made on and as of such date Initial Termination Date (except to the extent that such representations and warranties expressly relate solely to an earlier date (date, in which case such representations and warranties shall have been they are true and correct in all material respects on and (where not already qualified by materiality or Material Adverse Effect, otherwise in all respects) as of such earlier date), (iii) and except the Administrative Agent shall have received an Appraisal for changes in factual circumstances any Borrowing Base Property for which an Appraisal has not prohibited under been completed within the Loan Documentstwelve (12) months preceding the Initial Termination Date, (iv) Borrower shall have delivered to Administrative Agent a pro forma Borrowing Base Certificate which shall establish that, as of the Initial Termination Date, the Termination Date sum of the aggregate principal amount of Revolving Loans, Swing Loans and L/C Obligations outstanding shall be extended for one year with respect not exceed the Borrowing Base (including after giving effect to the Commitment reduction contained in clause (a) of each Lender accepting the definition of “Borrowing Base Value” that shall occur on the Initial Termination Date), and (v) Borrower shall have delivered to Administrative Agent a certificate which shall establish pro forma compliance with a Consolidated Leverage Ratio of less than or equal to 0.60 to 1.00. Should such Extension Request. If any Lender shall not have notified Agent on or prior to extension become effective, the terms and conditions of this Agreement will apply during the extension period, and from and after the date which is 30 days prior to the Extension Date that it accepts such Extension Request (or it expressly rejects such Extension Request), then the Termination Date shall not be extended with respect to the Commitment of such rejecting Lender (each such Lender a extension, the defined term “Rejecting Lender”). The Agent Scheduled Termination Date” shall promptly notify Borrower whether the Extension Request has been accepted or rejected as well as which Lender or Lenders rejected Borrower’s Extension Requestmean December 2, 2020.

Extension of Termination Date. (a) The Borrower Not less than 60 days and not ----------------------------- more than 90 days prior to the Termination Date then in effect, provided that no Event of Default shall have occurred and be continuing, the right, exercisable no more than twice, to Borrowers may request an extension of the current such Termination Date by one year. The Borrower may exercise such right only by executing and delivering submitting to the Administrative Agent at least 60 daysan Extension Request containing the information in respect of such extension specified in Exhibit I, but no which the Administrative Agent shall promptly furnish to each Bank. Each Bank shall, not less than 30 days and not more than 90 days, 60 days prior to any anniversary the Termination Date then in effect, notify the Borrowers and the Administrative Agent of its election to extend or not extend the Closing Termination Date commencing with the first anniversary thereof (the “Extension Date”), a written request for as requested in such extension (an “Extension Request”). The Agent shall forward to each Lender a copy Notwithstanding any provision of the Extension Request delivered this Agreement to the Agent promptly upon receipt thereof. Borrower understands that this Section has been included in this Agreement for Borrower’s convenience in requesting an extension and acknowledges that none contrary, any notice by any Bank of Lenders nor Agent has promised (either expressly or impliedly), nor has any obligation or commitment whatsoever, its willingness to extend the Termination Date shall be revocable by such Bank in its sole and absolute discretion at any time. If the Required Lenders shall have notified Agent on or time prior to the date which is 30 days prior to the Extension Termination Date that they accept then in effect. If the Required Banks shall approve in writing the extension of the Termination Date requested in such Extension Request, then, subject to the following conditions on Termination Date shall automatically and without any further action by any Person be extended for the period specified in such Extension Date Request; provided that (i) no Default or Event each extension pursuant -------- to this subsection 2.16 shall be for a maximum of Default shall exist 364 days and (ii) the representations Commitment of any Bank which does not consent in writing to such extension not less than 30 days and warranties made or deemed made by not more than 60 days prior to the Borrower Termination Date then in effect (an "Objecting Bank") shall, unless earlier terminated in accordance -------------- with this Agreement, expire on the Loan Documents, shall be true and correct Termination Date in all material respects effect on and as of the date of such extension with Extension Request (such Termination Date, if any, referred to as the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents, the Termination Date shall be extended for one year "Commitment Expiration Date" with respect to the Commitment of each Lender accepting such Extension RequestObjecting Bank). If any Lender shall If, not have notified Agent on or prior to the date which is less -------------------------- than 30 days and not more than 60 days prior to the Extension Termination Date that it accepts such Extension Request (or it expressly rejects such then in effect, the Required Banks shall not approve in writing the extension of the Termination Date requested in an Extension Request), then the Termination Date shall not be extended with respect pursuant to the Commitment of such rejecting Lender (each such Lender a “Rejecting Lender”)Extension Request. The Administrative Agent shall promptly notify Borrower whether (y) the Extension Request has been accepted or rejected as well as Banks and the Borrowers of any extension of the Termination Date pursuant to this subsection 2.16 and (z) the Borrowers and any other Bank of any Bank which Lender or Lenders rejected Borrower’s Extension Requestbecomes an Objecting Bank.

Extension of Termination Date. (a) The Borrower shall have the right, exercisable no more than twice, to request an extension of the current Termination Date by one year. The Borrower may exercise such right only by executing and delivering to the Agent at At least 60 days, 30 but no more than 90 days, 45 days prior to any anniversary the end of the Closing Date commencing with then-current Revolving Period, the first anniversary thereof (the “Extension Date”)Borrower may, by delivering a written request to the Administrative Agent (each such request being irrevocable), request that the Revolving Period be extended for such extension (an “Extension Request”). The Agent shall forward to each Lender a copy additional period of 364 days, commencing on the last day of the Extension Request delivered then-current Revolving Period. Any such notice shall also indicate whether the Borrower elects, in the event that the Lenders determine not to extend the Agent promptly upon receipt thereof. Borrower understands that this Section has been included in this Agreement for Revolving Period as requested by the Borrower’s convenience in requesting an extension and acknowledges that none of Lenders nor Agent has promised (either expressly or impliedly), nor has any obligation or commitment whatsoever, to extend the then-stated Termination Date at any time. If from the Required Lenders shall have notified Agent on or prior last day of the then-current Revolving Period to the date which first anniversary of the last day of the then-current Revolving Period (any such election to so extend the Termination Date being the "Term Election"). Upon receipt of any such notice, the Administrative Agent shall promptly communicate such request to the Lenders. No earlier than 30 days prior, and no later than 20 days prior, to the end of the then-current Revolving Period, each Lender may indicate to the Administrative Agent whether the Borrower's request to so extend the then-current Revolving Period is 30 acceptable to such Lender, it being understood that the determination by each Lender will be in its sole and absolute discretion and that the failure of any Lender to so respond within such period shall be deemed to constitute a refusal by such Lender to consent to such requests (any Lender refusing or deemed to refuse any such request, a "Non-Consenting Lender"). The Administrative Agent will notify the Borrower, in writing, of the Lenders' decisions no later than 15 days prior to the Extension Date that they accept such Extension Request, end of the then, subject -current Revolving Period. Subject to the following satisfaction of the conditions set forth in Section 3.03, in the event that Lenders having more than 50% of the Commitments have consented to the Borrower's request to extend the then-current Revolving Period, the then-current Revolving Period shall be extended for an additional period of 364 days with respect to the Commitments of such Lenders. The Commitments of Non-Consenting Lenders with respect to such request shall automatically terminate on the Extension Date last day of the then-current Revolving Period (and the principal amount of all Advances made by such Non-Consenting Lenders, together with accrued interest to such date, shall be repaid), unless assigned pursuant to Section 8.07(g) hereof in which case the then-current Revolving Period shall be extended for such additional period with respect to such Commitments. Subject to the satisfaction of the conditions set forth in Section 3.03, in the event that (i) no Default Lenders having 50% or Event less of Default shall exist the Commitments have consented to the Borrower's request to extend the then-current Revolving Period and (ii) Commitments and Advances of Non-Consenting Lenders with respect to such request which have been assigned pursuant to Section 8.07(g) hereof, when aggregated with the representations Commitments of such consenting Lenders, comprise more than 50% of the Commitments, the then-current Revolving Period shall be extended for an additional period of 364 days with respect to such Commitments. The Commitments of the Non-Consenting Lenders shall automatically terminate on the last day of the then-current Revolving Period (and warranties the principal amount of all Advances made or deemed made by such Non-Consenting Lenders, together with accrued interest to such date, shall be repaid), unless assigned pursuant to Section 8.07(g) hereof. Subject to the satisfaction of the condition set forth in Section 3.03(d)(ii), in the event that any request by the Borrower pursuant to subsection (a) above shall be denied and the Borrower shall have indicated in such request that, in the Loan Documentsevent of such denial, shall be true and correct in all material respects on and it has determined to effect the Term Election, then, effective as of the date last day of such extension with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan DocumentsRevolving Period, the Termination Date shall be extended for one year with respect to the Commitment first anniversary of each Lender accepting such Extension Requestday. If any Lender In addition, in the event that the Borrower shall not have notified requested an extension of the then-current Revolving Period pursuant to subsection (a) above, the Borrower may nonetheless make the Term Election by giving written notice to such effect to the Administrative Agent on or at least ten Business Days prior to the date last day of the then-current Revolving Period (which is 30 days prior shall promptly give notice thereof to the Extension Date that it accepts such Extension Request (or it expressly rejects such Extension RequestLenders), then whereupon, subject to the satisfaction of the condition set forth in Section 3.03(d)(ii), the Termination Date shall, effective as of such last day, be extended to the first anniversary of such last day. Notwithstanding anything contained herein to the contrary, the Borrower's right to effect the Term Election as provided in either subsection (a) or (e), above, shall not affect any rights or remedies that the Lenders or the Administrative Agent may have at such time under Section 6.01 as a result of any Event of Default or Prepayment Event, or event that would constitute an Event of Default or Prepayment Event with notice or lapse of time or both, which may have occurred and then be continuing, either at the time of the giving of such notice or on the last day of the then-current Revolving Period. Notwithstanding any other provision of this Agreement, the Revolving Period may be extended with respect more than once pursuant to this Section 2.16 and the Commitment Term Election may be effected on the last day of such rejecting Lender (each such Lender a “Rejecting Lender”). The Agent shall promptly notify Borrower the Revolving Period whether or not the Extension Request same has been accepted extended one or rejected as well as which Lender or Lenders rejected Borrower’s Extension Requestmore times pursuant to this Section 2.16.

Extension of Termination Date. (a) The Borrower shall have the right, exercisable no more than twice, to Company may request an extension of the then current Termination Date for a period of one year by one year. The Borrower may exercise such right only by executing and delivering submitting a request for an extension to the Agent at least (an "Extension Request") not more than 60 days, but no more not less than 90 30 days, prior to any each yearly anniversary of the Closing Date commencing with the first anniversary thereof (the “Extension Restructuring Date”), a written request for such extension (. Promptly upon receipt of an “Extension Request”). The , the Agent shall forward to each Lender deliver a copy thereof to the Lenders. Each Lender may, by an irrevocable notice (a "Consent Notice") to the Company and the Agent given within 30 days after receipt of the Extension Request delivered by the Agent, consent to such Extension Request by the Agent promptly upon receipt thereofCompany, which consent may be given or withheld by each Lender in its sole discretion. Borrower understands that this Section has been included Failure by any Lender to give its consent in this Agreement for Borrower’s convenience in requesting an extension and acknowledges that none writing within such 30 day period shall be deemed a refusal by such Lender of Lenders nor Agent has promised (either expressly or impliedly), nor has any obligation or commitment whatsoever, to extend the Termination Date at any time. If the Required Lenders shall have notified Agent on or prior to the date which is 30 days prior to the Extension Date that they accept such Extension Request, then, subject . If such Extension Request is consented to the following conditions on the Extension Date (i) no Default or Event of Default shall exist and (ii) the representations and warranties made or deemed made by the Borrower in the Loan Documents, shall be true and correct in all material respects on and as of the date of such extension with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan DocumentsLenders, the Termination Date shall be extended for one year with respect to as requested by the Commitment of each Lender accepting such Extension RequestCompany. If any Lender shall not have notified Agent on or prior to the date which is 30 days prior to the Extension Date that it accepts such Extension Request (or it expressly rejects such Extension Request)is not consented to by Lenders holding at least 66-2/3% of the Aggregate Commitment, then the Company's request shall be denied and the Termination Date shall not remain unchanged. If the Company's request is consented to by Lenders holding at least 66-2/3% but less than 100% of the Aggregate Commitment, (a) the Termination Date shall be extended with respect to those Lenders who have consented to such Extension Request and (b) the Termination Date with respect to each non-consenting Lender shall remain unchanged, provided that the Company may (x) arrange for a sale (at par) of the Commitment and all outstanding Loans held by any such nonconsenting Lender pursuant to the terms of Section 13.3 and any such rejecting non-consenting Lender will promptly enter into any such sale arranged by the Company or (each y) offer such Commitment and all outstanding Loans held by such Lender a “Rejecting Lender”)to all of the other Lenders pursuant to the procedure set forth in Section 2.5.11(ii) for an increase in the Aggregate Commitment. The Agent shall will promptly notify Borrower whether the Extension Request has been accepted or rejected as well as which Lender or Lenders rejected Borrower’s Extension Requestof any extension of the Termination Date pursuant to the provisions of this Section 2.5.17.

Extension of Termination Date. (a) The Borrower shall have the right, exercisable no more than twice, to request an extension of the current Termination Date by one year. The Borrower may exercise such right only by executing and delivering elect to forward to the Administrative Agent at least 60 days, (for distribution to each Lender) no earlier than sixty (60) but no more later than 90 days, prior to any anniversary of the Closing Date commencing with the first anniversary thereof fifty-five (the “Extension Date”), a written request for such extension (an “Extension Request”). The Agent shall forward to each Lender a copy of the Extension Request delivered to the Agent promptly upon receipt thereof. Borrower understands that this Section has been included in this Agreement for Borrower’s convenience in requesting an extension and acknowledges that none of Lenders nor Agent has promised (either expressly or impliedly), nor has any obligation or commitment whatsoever, to extend the Termination Date at any time. If the Required Lenders shall have notified Agent on or prior to the date which is 30 55) days prior to the Extension initially scheduled Termination Date that they accept such Extension Request, then, subject a written request asking each Lender to consent to the following conditions on extension of the Extension Termination Date for one (i1) no Default or Event additional 364 day period. Not later than 30 days after receipt of Default such written request, each Lender shall exist advise the Administrative Agent and (ii) the representations and warranties made or deemed made by the Borrower in writing whether such Lender consents to the Loan Documentsproposed extension if all the conditions, shall be true and correct including those set forth in subsection 5.2 of this Agreement, thereto have been satisfied. If all material respects on and as of the date of Lenders have consented in writing to such extension with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (all conditions set forth in which case such representations and warranties subsection 5.2 shall have been true and correct in all material respects satisfied, then effective on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documentsinitially scheduled Termination Date, the Termination Date shall be deemed automatically extended for one year by an additional 364 day period (herein, the "Extension Option"). If less than all of the Lenders consent to the exercise of the proposed Extension Option (the "Extending Lenders"), the Borrower may replace all, some or none of such Nonconsenting Lenders on or before the initially scheduled Termination Date pursuant to subsection 2.17 and repay all outstanding Loans owing to each Nonconsenting Lender that is not being replaced, if any, on the initially scheduled Termination Date (without giving effect to the Extension Option); provided that if the Extending Lenders do not hold more than 50% of the outstanding Commitments, the Borrower will not be entitled to exercise the Extension Option with respect to the Commitment of each Lender accepting such Extension Request. If any Extending Lenders nor shall any Lender shall not have notified Agent on or prior failing to the date which is 30 days prior consent to the Extension Date that it accepts such Extension Request (or it expressly rejects such Extension Request), then the Termination Date shall not Option be extended with respect deemed a Nonconsenting Lender and be subject to replacement under subsection 2.17 as a result thereof. Subject to the Commitment of such rejecting Lender foregoing proviso, if the Borrower desires to exercise the Extension Option with the Extending Lenders, Borrower shall provide the Administrative Agent (for distribution to each such Lender a “Rejecting Lender”) with not less than five (5) days prior written notice thereof in addition to satisfying all conditions precedent set forth above (other than the requirement that all Lenders have timely consented to the Extension Option). The On the date the Extension Option becomes effective, Schedule I hereto shall be deemed amended to accurately reflect the Commitments of the Lenders then in existence and the Administrative Agent shall promptly notify Borrower whether deliver a copy of such amended Schedule I to each Lender and the Extension Request has been accepted or rejected as well as which Lender or Lenders rejected Borrower’s Extension Request.

Extension of Termination Date. (a) The Borrower So long as no Event of Default has occurred and is continuing, the Company may request at any time and from time to time, in a notice substantially in the form attached hereto as Exhibit E or in such other form as shall have be acceptable to the rightAdministrative Agent (an “Termination Date Extension Request”) provided to the Administrative Agent, exercisable who shall promptly forward such notice to each of the Lenders, that the then-applicable Termination Date (the “Existing Termination Date”) be extended to the date that is one year after such Existing Termination Date (each such date, a “Requested Termination Date”); provided that (i) the Company may request such an extension no more than twice, to request an extension of the current Termination Date by one year. The Borrower may exercise such right only by executing and delivering to the Agent at least 60 days, but no more than 90 days, prior to any anniversary of two times after the Closing Date commencing with the first anniversary thereof (the “Extension Date”), a written request for such extension (an “Extension Request”). The Agent shall forward to each Lender a copy of the Extension Request delivered to the Agent promptly upon receipt thereof. Borrower understands that this Section has been included in this Agreement for Borrower’s convenience in requesting an extension and acknowledges that none of Lenders nor Agent has promised (either expressly or impliedly), nor has any obligation or commitment whatsoever, to extend the Termination Date at any time. If the Required Lenders shall have notified Agent on or prior to the date which is 30 days prior to the Extension Date that they accept such Extension Request, then, subject to the following conditions on the Extension Date (i) no Default or Event of Default shall exist and (ii) the representations and warranties made or deemed made by the Borrower in the Loan Documents, shall be true and correct in all material respects on and as of the date of such extension with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents, the Termination Date shall be extended for one year with respect to the Commitment of each Lender accepting such Extension Request. If any Lender shall not have notified Agent on or prior to the date which is 30 days prior to the Extension Date that it accepts such Extension Request (or it expressly rejects such Extension Request), then the Requested Termination Date shall not be extended later than the date that is five years after the proposed Extension Effectiveness Date. Each Lender, acting in its sole discretion, shall, not later than a date 20 days after its receipt of any Termination Date Extension Request, notify the Company and the Administrative Agent in writing of its election to extend or not to extend the Existing Termination Date with respect to its Commitment. Any Lender which shall not timely notify the Company and the Administrative Agent of its election to extend the Existing Termination Date shall be deemed not to have elected to extend the Existing Termination Date with respect to its Commitment (any Lender who timely notifies the Company and the Administrative Agent of such rejecting Lender (each such Lender an election not to extend or fails to timely notify the Company and the Administrative Agent of its election being referred to as a “Rejecting Terminating Lender”). The Agent No Lender shall promptly notify Borrower whether have any obligation to extend the Extension Request has been accepted or rejected as well as Existing Termination Date without such Lender’s written consent, which Lender or Lenders rejected Borrowermay be withheld in such Xxxxxx’s Extension Requestsole discretion.

Extension of Termination Date. (aa)The Company may, by written notice to the Administrative Agent (such notice being an "Extension Notice") The Borrower shall have given no earlier than sixty days and no later than forty-five days prior to the rightTermination Date, exercisable no more than twice, request the Banks to request consider an extension of the current then applicable Termination Date by one yearto a date 364 days after the then applicable Termination Date. The Borrower may exercise such right only by executing and delivering Administrative Agent shall promptly transmit any Extension Notice to each Bank. Each Bank shall notify the Administrative Agent at least 60 whether it wishes to extend the then applicable Termination Date no earlier than thirty days, but and no more later than 90 twenty days, prior to such Termination Date, and any anniversary of such notice given by a Bank to the Closing Administrative Agent, once given, shall be irrevocable as to such Bank. Any Bank which does not expressly notify the Administrative Agent prior to such twenty day period that it wishes to so extend the then applicable Termination Date commencing with shall be deemed to have rejected the first anniversary thereof (the “Extension Date”), a written Company's request for extension of such extension (an “Extension Request”)Termination Date. The Agent shall forward to each Lender a copy of the Extension Request delivered to the Agent promptly upon receipt thereof. Borrower understands that this Section has been included in this Agreement for Borrower’s convenience in requesting an extension and acknowledges that none of Lenders nor Agent has promised (either expressly or impliedly), nor has any obligation or commitment whatsoever, Banks consenting to extend the then applicable Termination Date at any timeare hereinafter referred to as "Continuing Banks", and Banks declining to consent to extend such Termination Date (or Banks deemed to have so declined) are hereinafter referred to as "Non-Extending Banks". If the Required Lenders Banks have elected (in their sole and absolute discretion) to so extend the Termination Date, the Administrative Agent shall have notified Agent on or prior to notify the date which is 30 Company of such election by such Required Banks no later than fifteen days prior to such Termination Date, and effective on the Extension Date that they accept date of such Extension Request, then, subject notice by the Administrative Agent to the following conditions on Company, the Extension Termination Date (i) no Default or Event of Default shall exist and (ii) the representations and warranties made or deemed made by the Borrower in the Loan Documents, shall be true automatically and correct immediately so extended. No extension will be permitted hereunder without the consent of the Required Banks and in all material respects no event shall the Termination Date be extended beyond three years minus three days following the Closing Date. Upon the delivery of an Extension Notice and upon the extension of the Termination Date pursuant to this subsection 2.7, the Company shall be deemed to have represented and warranted on and as of the date of such extension with Extension Notice and the same force and effect as if made on and as effective date of such date except extension, as the case may be, that no Default or Event of Default has occurred and is continuing. Notwithstanding anything contained in this Agreement to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties contrary, no Bank shall have been true and correct in all material respects on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents, any obligation to extend the Termination Date shall be extended for one year with respect Date, and each Bank may at its option, unconditionally and without cause, decline to the Commitment of each Lender accepting such Extension Request. If any Lender shall not have notified Agent on or prior to the date which is 30 days prior to the Extension Date that it accepts such Extension Request (or it expressly rejects such Extension Request), then extend the Termination Date shall not be extended with respect to the Commitment of such rejecting Lender (each such Lender a “Rejecting Lender”). The Agent shall promptly notify Borrower whether the Extension Request has been accepted or rejected as well as which Lender or Lenders rejected Borrower’s Extension RequestDate.

Extension of Termination Date. The Company, on behalf of itself and the other Borrowers, may request one-year extensions of the Termination Date by submitting a request for an extension to the Administrative Agent (aeach, an "Extension Request") The Borrower shall have the right, exercisable no more than twice, to request an extension of the current Termination Date by one year. The Borrower may exercise such right only by executing ninety (90) and delivering to the Agent at least 60 days, but no more less than 90 days, thirty (30) days prior to any each anniversary of the Closing Date commencing with the first anniversary thereof (the “Extension Effective Date”), a written request for such extension (an “Extension Request”). The Agent shall forward to each Lender a copy of the which Extension Request delivered to the Agent promptly upon receipt thereof. Borrower understands that this Section has been included in this Agreement for Borrower’s convenience in requesting an extension and acknowledges that none of Lenders nor Agent has promised (either expressly or impliedly), nor has any obligation or commitment whatsoever, to extend the Termination Date at any time. If the Required Lenders shall have notified Agent on or prior to the date which is 30 days prior to the Extension Date that they accept such Extension Request, then, subject to the following conditions on the Extension Date specify (i) no Default or Event of Default the new Termination Date requested by the Borrowers, which shall exist be a date that is one year after the then effective Termination Date and (ii) the representations date (which must be not more than thirty (30) days nor less than fifteen (15) days prior to such anniversary of the Effective Date) as of which the Lenders must respond to the Extension Request (the "Response Date"). Promptly upon receipt of an Extension Request, the Administrative Agent shall notify each Lender thereof and warranties made or deemed made shall request each Lender to approve the Extension Request. Each Lender approving the Extension Request shall deliver its written consent no later than the Response Date (and the failure to provide such written consent by the Borrower in the Loan Documents, such date shall be true and correct in all material respects on and as deemed to be a decision not to extend). The Commitment of the date of such extension with the same force and effect as if made on and as of such date except each Lender that declines to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents, the Termination Date shall be extended for one year extend with respect to the Aggregate Commitment may, at the option of the Company, be replaced in accordance with Section 14.3 (but only to the extent a replacement Lender is then available) or the Aggregate Commitment reduced. All Obligations due to each Lender that declines to extend its Commitment under this Section 2.22 shall be paid in full by the Borrowers to the Administrative Agent for the account of each such Lender accepting such Extension Request. If any Lender shall not have notified Agent on or prior to the date which is 30 days prior to the Extension Date that it accepts such Extension Request (or it expressly rejects such Extension Request), then the effective Termination Date shall not be extended (without giving effect to any such requested extension thereto). The Required Lenders and the Borrowers must agree to any extension with respect to the Commitment of Termination Date for any such rejecting Lender (each such Lender a “Rejecting Lender”). The extension to become effective, and the Administrative Agent shall promptly notify Borrower whether the Extension Request has been accepted or rejected as well as which Borrowers and each Lender or Lenders rejected Borrower’s Extension Requestof any new Termination Date.

Extension of Termination Date. (a) The Borrower shall have the rightmay, exercisable no more than twice, to request an extension of the current Termination Date by one year. The Borrower may exercise such right only by executing and delivering written notice to the Agent at least 60 days, but no more (which shall promptly deliver a copy to each of the Lenders in the applicable Class) (i) not less than 90 days, 45 days prior to any anniversary of the Closing Date commencing with Effective Date, and on not more than two occasions, request that the first anniversary thereof (the “Extension Date”), a written request for such extension (an “Extension Request”). The Agent shall forward to each Lender a copy of the Extension Request delivered to the Agent promptly upon receipt thereof. Borrower understands that this Section has been included in this Agreement for Borrower’s convenience in requesting an extension and acknowledges that none of Revolving Lenders nor Agent has promised (either expressly or impliedly), nor has any obligation or commitment whatsoever, to extend the Termination Date at any time. If and the Required Lenders shall have notified Agent on or prior to the date which is 30 days prior to the Extension Date that they accept such Extension Request, then, subject to the following conditions on the Extension Date (i) no Default or Event Revolving Commitments for an additional period of Default shall exist one year and (ii) not less than 45 days prior to any anniversary of the representations and warranties made or deemed made effective date of any applicable Incremental Term Loan Agreement, make unlimited requests that the applicable Series of Incremental Term Lenders extend the Incremental Term Loan Termination Date with respect to such Series for an additional period of one year. Each Lender in the applicable Class shall, by notice to the Borrower in and the Loan Documents, shall be true and correct in all material respects on and as of Agent given not later than the 20th day after the date of the Agent’s receipt of the Borrower’s extension request, advise the Borrower whether or not it agrees to the requested extension (each such Lender in the applicable Class agreeing to a requested extension being called a “Consenting Lender” and each such Lender in the applicable Class declining to agree to a requested extension being called a “Declining Lender”). Any Lender in the applicable Class that has not so advised the Borrower and the Agent by such day shall be deemed to have declined to agree to such extension with and shall be a Declining Lender. If (i) Revolving Lenders constituting the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely Required Revolving Lenders shall have agreed to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents, the Termination Date shall be extended for one year with respect to the Commitment of each Lender accepting such Extension Request. If any Lender shall not have notified Agent on or prior to the date which is 30 days prior to the Extension Date that it accepts such Extension Request (or it expressly rejects such Extension Request)extension request, then the Termination Date shall not shall, as to the Consenting Lenders in the applicable Class, be extended with respect to the first anniversary of the Termination Date theretofore in effect and (ii) Incremental Term Lenders constituting the Required Incremental Term Lenders for such Series shall have agreed to an extension request, then the applicable Incremental Term Loan Termination Date for such Series shall, as to the Consenting Lenders in the applicable Class, be extended to the first anniversary of the applicable Incremental Term Loan Termination Date theretofore in effect. The decision to agree or withhold agreement to any Termination Date extension or Incremental Term Loan Termination Date extension, as applicable, shall be at the sole discretion of each Lender in the applicable Class. The Commitment and Advances of such rejecting any Declining Lender (each in the applicable Class shall terminate and be payable in full on the Termination Date or Incremental Term Loan Termination Date, as applicable, in effect as to such Lender a prior to giving effect to any such extension (such Termination Date being called the “Rejecting Lender”). The Agent shall promptly notify Borrower whether the Extension Request has been accepted or rejected as well as which Lender or Lenders rejected Borrower’s Extension Request.Existing Termination Date” and such Incremental Term Loan

Extension of Termination Date. (a) The Borrower shall have the right, exercisable no more than twice, to may request an extension of the current Termination Date to February 28, 2004 (in the case of the first such extension) or to the first anniversary of the then scheduled Termination Date (in the case of each subsequent extension) by one year. The Borrower may exercise such right only by executing and delivering submitting a request for an extension to the Agent at least 60 days(i) in the case of the first such extension, but no on or after January 1, 2000 and on or before February 28, 2000, and (ii) in the case of each subsequent extension, not more than 90 days, 38 months nor less than 36 months prior to any anniversary the then scheduled Termination Date; provided that, in the case of each such request, the Borrower shall have theretofore furnished to the Agent the annual financial statements for the immediately preceding fiscal year provided for in Section 5.08(2). At the time of or prior to the delivery of such request, the Borrower shall propose to the Agent the amount of the Closing Date commencing fees that the Borrower would agree to pay with respect to such extension if approved by the first anniversary thereof Banks. Promptly upon (but not later than five Business Days after) the “Agent's receipt and approval of the extension request and fee proposal (as so approved, the "Extension Date”Request"), the Agent shall deliver to each Bank a written copy of, and shall request for such extension (an “each Bank to approve, the Extension Request”). The Each Bank approving the Extension Request shall deliver its written approval no later than 30 days after such Bank's receipt of the Extension Request. If the approval of each of the Banks is received by the Agent shall forward to each Lender a copy within 30 days of the receipt by them of the Extension Request delivered to (or as otherwise provided in Section 2.19(b)), the Agent shall promptly upon receipt thereof. Borrower understands that this Section has been included in this Agreement for Borrower’s convenience in requesting an extension and acknowledges that none of Lenders nor Agent has promised (either expressly or impliedly), nor has any obligation or commitment whatsoever, to extend the Termination Date at any time. If the Required Lenders shall have notified Agent on or prior to the date which is 30 days prior to the Extension Date that they accept such Extension Request, then, subject to the following conditions on the Extension Date (i) no Default or Event of Default shall exist and (ii) the representations and warranties made or deemed made by so notify the Borrower and each Bank in the Loan Documentswriting, shall be true and correct in all material respects on and as of the date of such extension with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents, the Termination Date shall be extended for one year with respect to February 28, 2004 (in the case of the first such extension) or to the Commitment first anniversary of the then scheduled Termination Date (in the case of each Lender accepting subsequent extension), and in such Extension Requestevent the Borrower may thereafter request, each time the Termination Date is so extended, a further extension of the then scheduled Termination Date in accordance with this Section 2.19. If any Lender shall of the Banks does not have notified Agent on or prior deliver to the date which is 30 days prior Agent such Bank's written approval to the Extension Date that it accepts such any Extension Request (or it expressly rejects within such Extension Request)30-day period, then the Termination Date shall not be extended with respect to the Commitment of such rejecting Lender (each such Lender a “Rejecting Lender”extended, except as otherwise provided in Section 2.19(b). The Agent shall promptly notify Borrower whether the Extension Request has been accepted or rejected as well as which Lender or Lenders rejected Borrower’s Extension Request.

Extension of Termination Date. (a) The Borrower shall have the right, exercisable no Not more than twiceonce in any fiscal year of the Borrower, to the Borrower may request an a one-year extension of the current Termination Date by one year. The Borrower may exercise such right only by executing and delivering to the Agent at least 60 days, but no more than 90 days, prior to any anniversary of the Closing Date commencing with the first anniversary thereof (the “Extension Date”), submitting a written request for such an extension to the Administrative Agent (an “Extension Request”). The Agent shall forward to each Lender a copy of , provided the Extension Request shall be delivered not later than one year before the Termination Date and that the requested Termination Date shall be no more than five (5) years after the date on which the Extension Request is received. Promptly following receipt of a Extension Request, the Administrative Agent shall notify each Lender of the contents thereof, shall request each Lender to approve the Extension Request, and shall specify the date (which must be at least 30 days after the Extension Request is delivered to the Agent promptly upon receipt thereof. Borrower understands that this Section has been included in this Agreement for Borrower’s convenience in requesting an extension and acknowledges that none Lenders) as of which the Lenders nor Agent has promised (either expressly or impliedly), nor has any obligation or commitment whatsoever, to extend the Termination Date at any time. If the Required Lenders shall have notified Agent on or prior to the date which is 30 days prior must respond to the Extension Date that they accept Request (the “Reply Date”). If Lenders whose Pro Rata Shares equal or exceed in the aggregate 66-2/3% of all Pro Rata Shares do not consent in writing to such Extension Requestextension on or before the Reply Date, then, subject to the following conditions on the Extension Request shall be denied. If such written consent is received on or before the Reply Date (i) no Default from Lenders whose Pro Rata Shares equal or Event of Default shall exist and (ii) the representations and warranties made or deemed made by the Borrower exceed in the Loan Documents, shall be true and correct in aggregate 66 2/3% of all material respects on and as of the date of such extension with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan DocumentsPro Rata Shares, the Termination Date shall be extended for by one year with respect to the Commitment of each Lender accepting as requested in such Extension Request. If , but such extension shall only apply to the Lenders that have so consented and shall not apply to any Lender shall that has not have notified Agent on or so consented (each, a “Non-Consenting Lender”). Except to the extent that a Non-Consenting Lender is replaced (as provided in Section 2.24 hereof) prior to the date which is 30 days Termination Date (as determined prior to the Extension Date that it accepts such Extension Request (or it expressly rejects such Extension Request), then the Termination Date shall not be extended with respect to on such date (i) the Commitment of such rejecting Lender (each such Non-Consenting Lender a “Rejecting Lender”shall terminate, (ii) the Aggregate Commitment shall be reduced by the aggregate amount of such terminated Commitments and (iii) all Loans and other Obligations to each such Non-Consenting Lender shall be paid in full by the Borrower. If the Aggregate Credit Exposure following the payment provided for in clause (iii) above exceeds the Aggregate Commitment (as reduced as provided in clause (ii) above). The , (A) the Borrower shall pay, on the date on which the Commitment of the Non-Consenting Lender terminates, Loans in the amounts necessary to cause such Aggregate Credit Exposure to equal but not exceed the Aggregate Commitment (as so reduced) and (B) if the outstanding Facility Letter of Credit Obligations exceed the Aggregate Commitment (as so reduced), the Borrower shall pay to the Administrative Agent on such date an amount equal to the amount by which the outstanding Facility Letter of Credit Obligations exceed the Aggregate Commitment (as so reduced), which funds shall promptly notify Borrower whether be held in the Extension Request has been accepted or rejected as well as which Lender or Lenders rejected Borrower’s Extension RequestLetter of Credit Collateral Account in accordance with and subject to the terms of Section 2.17(h).

Extension of Termination Date. (a) The Borrower shall have Company may, by ----------------------------- written notice to the right, exercisable Administrative Agent (each such notice being an "Extension Request") given no more than twice, to request an extension of the current Termination Date by one year. The Borrower may exercise such right only by executing and delivering to the Agent at least 60 days, but no more 59 days nor less than 90 days, prior to any anniversary of the Closing Date commencing with the first anniversary thereof (the “Extension Date”), a written request for such extension (an “Extension Request”). The Agent shall forward to each Lender a copy of the Extension Request delivered to the Agent promptly upon receipt thereof. Borrower understands that this Section has been included in this Agreement for Borrower’s convenience in requesting an extension and acknowledges that none of Lenders nor Agent has promised (either expressly or impliedly), nor has any obligation or commitment whatsoever, to extend the Termination Date at any time. If the Required Lenders shall have notified Agent on or prior to the date which is 30 days prior to each anniversary date of this Agreement, extend the then applicable Termination Date to a date 364 days after the then- applicable Termination Date; provided, however, that such extension shall be effective only with respect to a Bank which, by a written notice (a "Continuation Notice") to the Company and the Administrative Agent given no more than 30 days and no less than 15 days before such anniversary date, consents to such extension (each Bank giving a Continuation Notice thereafter being referred to as a "Continuing Bank" and each Bank other than a Continuing Bank being a "Non-Extending Bank"); provided further, however, that the Borrowers shall not have made the Term Loan Election for Advances outstanding on such Termination Date prior to such time; provided further, however, that such extension shall be effective only if the aggregate Commitments of the Continuing Banks are not less than 51% of the aggregate Commitments in effect at the date the Company gives the applicable Extension Request. Within five Business Days after the Administrative Agent receives an Extension Request it shall notify each Bank thereof. If any Bank fails to notify the Administrative Agent in writing of its consent to, or refusal of, any such Extension Request at least 15 days prior to such anniversary date, such Bank shall be deemed to be a Non-Extending Bank with respect to such Extension Request. The Commitment of each Non-Extending Bank shall terminate on the Termination Date that they accept in effect for such Non-Extending Bank immediately prior to such Extension Request, thenand on such Termination Date the Company shall pay the Administrative Agent, subject to for the following conditions on the Extension Date (i) no Default or Event of Default shall exist and (ii) the representations and warranties made or deemed made by the Borrower in the Loan Documents, shall be true and correct in all material respects on and as of the date account of such extension with Non-Extending Banks, an amount equal to such Non-Extending Banks' Advances plus accrued but unpaid interest and fees thereon; provided that the same force and effect as if made on and as of Company has not replaced such date except Non-Extending -------- Banks pursuant to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier dateSection 2.23(b) and except for changes in factual circumstances not prohibited under the Loan Documents, the Termination Date shall be extended for one year with respect to the Commitment of each Lender accepting such Extension Requestbelow. If any Lender shall not have notified Agent on or prior to the date which is 30 days prior to the Extension Date that it accepts such Extension Request (or it expressly rejects such Extension Request), then the Termination Date shall not be extended with respect to the Commitment of such rejecting Lender (each such Lender a “Rejecting Lender”). The Agent shall promptly notify Borrower whether the Extension Request has been accepted or rejected as well as which Lender or Lenders rejected Borrower’s Extension Request.---------------

Extension of Termination Date. (a) The Borrower shall have the right, exercisable no Not more than twiceonce in any fiscal year of the Borrower, to the Borrower may request an extension of the current Termination Date to a date that is 364 days after the then scheduled Termination Date by one year. The Borrower may exercise such right only by executing and delivering submitting a request for an extension to the Agent at least 60 days, but no more not earlier than 90 days, 45 days prior to any anniversary the then scheduled Termination Date. At the time of or prior to the delivery of such request, the Borrower shall propose to the Agent the amount of the Closing Date commencing fees that the Borrower would agree to pay with the first anniversary thereof (the “Extension Date”), a written request for respect to such extension if approved by the Lenders. Promptly upon (an but not later than five Business Days after) the Agent’s receipt and approval of the extension request and fee proposal (as so approved, the 44 “Extension Request”). The , the Agent shall forward deliver to each Lender a copy of of; and shall request each Lender to approve, the Extension Request. Each Lender approving the Extension Request delivered to the Agent promptly upon receipt thereof. Borrower understands that this Section has been included in this Agreement for Borrower’s convenience in requesting an extension and acknowledges that none of Lenders nor Agent has promised (either expressly or impliedly), nor has any obligation or commitment whatsoever, to extend the Termination Date at any time. If the Required Lenders shall have notified Agent on or prior to the date which is deliver its written approval no earlier than 30 days prior to the Extension Date that they accept such Extension Request, then, subject to then scheduled Termination Date. If the following conditions on written approval of the Extension Date (i) no Default or Event of Default shall exist and (ii) the representations and warranties made or deemed made Request by the Borrower Lenders whose Pro Rata Shares equal or exceed 66-2/3% in the Loan Documents, shall be true and correct in all material respects on and as of aggregate is received by the date of such extension with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documentsthen scheduled Termination Date, the Termination Date shall be extended for one year to a date that is 364 days after the then scheduled Termination Date but only with respect to the Commitment of each Lender accepting Lenders that have given such Extension Requestwritten approval. If any Lender shall not have notified Agent on or prior Except to the date which is 30 days prior extent that a Lender that did not give its written approval to the Extension Date that it accepts such Extension Request (or it expressly rejects “Rejecting Lender”) is replaced as provided in Section 2.20, prior to the Termination Date (as determined prior to such Extension Request), then on such date (the “Rejecting Lender’s Termination Date shall not be extended with respect to Date”) (i) the Commitment of such rejecting Lender (each such Rejecting Lender a “shall terminate, (ii) the Aggregate Commitment shall be reduced by the aggregate amount of such terminated Commitments and (iii) all Loans and other Obligations to each such Rejecting Lender shall be paid in full by the Borrower. If the sum of the principal balance of all Loans outstanding and all Facility Letter of Credit Obligations following the payment provided for in clause (iii) above exceeds the Aggregate Commitment (as reduced as provided in clause (ii) above), the Borrower shall, on the Rejecting Lender”’s Termination Date, repay outstanding Loans or cause to be canceled, released and returned to the applicable Issuer outstanding Facility Letters of Credit in the amounts necessary to cause the sum of the principal balance of all Loans outstanding and all Facility Letter of Credit Obligations to equal but not exceed the Aggregate Commitment (as reduced). The Agent shall promptly notify Borrower whether the Extension Request has been accepted or rejected as well as which Lender or Lenders rejected Borrower’s Extension Request.

Extension of Termination Date. (a) The Borrower So long as no Event of Default has occurred and is continuing, the Company may request, in a notice given as herein provided and substantially in the form attached hereto as Exhibit E or in such other form as shall have be acceptable to the rightAdministrative Agent (the “Extension of Termination Date Request”) to the Administrative Agent, exercisable no more than twice, who shall promptly forward such notice to request an extension each of the current Termination Date by one year. The Borrower may exercise such right only by executing Lenders, not less than 30 days and delivering to the Agent at least 60 days, but no not more than 90 days, days prior to any each anniversary of the Closing Date, that the then-applicable Termination Date commencing with the first anniversary thereof (the “Extension Existing Termination Date”) be extended to the date that is one year after such Existing Termination Date (each such date, the “Requested Termination Date”), a written ; provided that the Company may request for such extension (an “Extension Request”). The Agent shall forward to each Lender a copy of the Extension Request delivered to the Agent promptly upon receipt thereof. Borrower understands that this Section has been included in this Agreement for Borrower’s convenience in requesting an extension no more than two times. Each Lender, acting in its sole discretion, shall, not later than a date 20 days after its receipt of any such notice from a Borrower, notify the Company and acknowledges that none the Administrative Agent in writing of Lenders nor Agent has promised (either expressly its election to extend or impliedly), nor has any obligation or commitment whatsoever, not to extend the Existing Termination Date at any timewith respect to its Commitment. If Any Lender which shall not timely notify the Required Lenders shall have notified Company and the Administrative Agent on or prior of its election to extend the date which is 30 days prior to the Extension Date that they accept such Extension Request, then, subject to the following conditions on the Extension Date (i) no Default or Event of Default shall exist and (ii) the representations and warranties made or deemed made by the Borrower in the Loan Documents, shall be true and correct in all material respects on and as of the date of such extension with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents, the Existing Termination Date shall be extended for one year deemed not to have elected to extend the Existing Termination Date with respect to the its Commitment of each Lender accepting such Extension Request. If (any Lender shall who timely notifies the Company and the Administrative Agent of an election not have notified to extend or fails to timely notify the Company and the Administrative Agent on or prior of its election being referred to the date which is 30 days prior to the Extension Date that it accepts such Extension Request (or it expressly rejects such Extension Request), then the Termination Date shall not be extended with respect to the Commitment of such rejecting Lender (each such Lender as a “Rejecting Terminating Lender”). The Agent No Lender shall promptly notify Borrower whether have any obligation to extend the Extension Request has been accepted or rejected as well as Existing Termination Date without such Lender’s written consent, which Lender or Lenders rejected Borrowermay be withheld in such Lender’s Extension Requestsole discretion.

Extension of Termination Date. (a) The Borrower shall have the right, exercisable no more than twice, may request Agent and Lenders to request an extension of extend the current Termination Date by one year. The Borrower may exercise such right only successive one-year intervals by executing and delivering to the Agent at least 60 days, ninety (90) days but no more than 90 days, one hundred twenty (120) days prior to any anniversary of the Closing Date commencing with date which is one (1) year prior to the first anniversary thereof (the “Extension current Termination Date”), a written request for such extension in the form of Exhibit I (an “"Extension Request”"). The Agent shall forward to each Lender a copy of the each Extension Request delivered to the Agent promptly upon receipt thereof. Borrower understands that this Section 2.11 has been included in this Agreement for Borrower’s 's convenience in requesting an extension and acknowledges that none of Lenders nor Agent has promised (either expressly or impliedly), nor has any obligation or commitment whatsoever, to extend the Termination Date at any time. If the Required all Lenders shall have notified Agent on or prior to the date which is 30 forty-five (45) days prior to the Extension date which is one (1) year prior to the current Termination Date that they accept such Extension Request, then, subject to the following conditions on the Extension Date (i) no Default or Event of Default shall exist and (ii) the representations and warranties made or deemed made by the Borrower in the Loan Documents, shall be true and correct in all material respects on and as of the date of such extension with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents, the Termination Date shall be extended for one year with respect to the Commitment of each Lender accepting such Extension Request(1) year. If any one and only one Lender shall not have notified Agent on or prior to the date which is 30 forty-five (45) days prior to the Extension date one year prior to the Termination Date that it accepts such Extension Request (or it expressly rejects such Extension Request), then the Termination Date shall not be extended with respect unless Borrower proceeds pursuant to Section 2.10, in which event the Termination Date shall be extended as to all Lenders which have accepted such Extension Request. If two or more Lenders shall not have notified Agent on or prior to the Commitment of date which is forty-five (45) days prior to the date one year prior to the Termination Date that they accept such rejecting Lender (each such Lender a “Rejecting Lender”)Extension Request, the Termination Date shall not be extended. The Agent shall promptly notify Borrower whether the Extension Request has been accepted or rejected as well as which Lender or Lenders rejected Borrower’s Extension Requestrejected.

Extension of Termination Date. (a) The Borrower shall have the right, exercisable no more than twicetwo (2) times, to request an extension that the Administrative Agent and the Lenders agree to extend either or both of the current Revolving Termination Date and Term Loan Maturity Date by one year. The Borrower may exercise such right only by executing and delivering to the Administrative Agent at least 60 days, 90 days but no not more than 90 days, 180 days prior to any anniversary of the Closing current Revolving Termination Date commencing with the first anniversary thereof (the “Extension and/or Term Loan Maturity Date”), as applicable, a written request for such extension (an “Extension Request”). The Administrative Agent shall forward to each Lender a copy of notify the Revolving Lenders and/or Term Loan Lenders, as applicable, if it receives an Extension Request delivered to the Agent promptly upon receipt thereof. Borrower understands that this Section has been included Subject to satisfaction of the following conditions, the Revolving Termination Date and/or the Term Loan Maturity Date, as applicable, shall be extended for one year effective upon receipt by the Administrative Agent of the Extension Request and payment of the applicable fee referred to in this Agreement for Borrower’s convenience in requesting an the following clause (y): (x) immediately prior to such extension and acknowledges that none of Lenders nor Agent has promised immediately after giving effect thereto, (either expressly or impliedly), nor has any obligation or commitment whatsoever, to extend the Termination Date at any time. If the Required Lenders shall have notified Agent on or prior to the date which is 30 days prior to the Extension Date that they accept such Extension Request, then, subject to the following conditions on the Extension Date (iA) no Default or Event of Default shall exist and (iiB) the representations and warranties made or deemed made by the Borrower or any other Loan Party in the any Loan Documents, Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the effective date of such extension with the same force and effect as if made on and as of such date increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall have been true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances not prohibited specifically and expressly permitted under the Loan Documents, and (y) the Termination Date Borrower shall be extended for one year with respect to have paid the Commitment of each Lender accepting such Extension RequestFees payable under Section 3.5.(b). If At any Lender shall not have notified Agent on or time prior to the date which is 30 days prior effectiveness of any such extension, upon the Administrative Agent’s request, the Borrower shall deliver to the Extension Date that it accepts such Extension Request Administrative Agent a certificate from a Financial Officer certifying the matters referred to in the immediately preceding clauses (or it expressly rejects such Extension Requestx)(A) and (x)(B), then the Termination Date shall not be extended with respect to the Commitment of such rejecting Lender (each such Lender a “Rejecting Lender”). The Agent shall promptly notify Borrower whether the Extension Request has been accepted or rejected as well as which Lender or Lenders rejected Borrower’s Extension Request.

Extension of Termination Date. (a) The Borrower No later than one year prior to the Termination Date then in effect, provided that no Event of Default shall have occurred and be continuing, the right, exercisable no more than twice, to Borrowers may request an extension of the current such Termination Date by one year. The Borrower may exercise such right only by executing and delivering submitting to the Administrative Agent at least 60 days, but no more than 90 days, prior to any anniversary an Extension Request containing the information in respect of the Closing Date commencing with the first anniversary thereof (the “Extension Date”), a written request for such extension (specified in Exhibit I, which the Administrative Agent shall promptly furnish to each Bank. If, within 30 days of their receipt of an “Extension Request”). The Agent , the Required Banks shall forward to each Lender a copy approve in writing the extension of the Extension Request delivered to the Agent promptly upon receipt thereof. Borrower understands that this Section has been included in this Agreement for Borrower’s convenience in requesting an extension and acknowledges that none of Lenders nor Agent has promised (either expressly or impliedly), nor has any obligation or commitment whatsoever, to extend the Termination Date at any time. If the Required Lenders shall have notified Agent on or prior to the date which is 30 days prior to the Extension Date that they accept requested in such Extension Request, then, subject to the following conditions on the Extension Date (i) no Default or Event of Default shall exist and (ii) the representations and warranties made or deemed made by the Borrower in the Loan Documents, shall be true and correct in all material respects on and as of the date of such extension with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents, the Termination Date shall automatically and without any further action by any Person be extended for the period specified in such Extension Request; provided that (i) each extension pursuant to this subsection 2.16 shall be for a maximum of one year with respect year, (ii) after giving effect to any extension, the Termination Date shall not be more than five years after the date such extension is approved by the Required Banks and (iii) the Commitment of each Lender accepting any Bank which does not consent in writing to such Extension Request. If any Lender shall not have notified Agent on or prior to the date which is extension within 30 days prior to the Extension Date that it accepts of its receipt of such Extension Request (or it expressly rejects an “Objecting Bank”) shall, unless earlier terminated in accordance with this Agreement, expire on the Termination Date in effect on the date of such Extension Request (such Termination Date, if any, referred to as the “Commitment Expiration Date” with respect to such Objecting Bank). If, within 30 days of their receipt of an Extension Request), then the Required Banks shall not approve in writing the extension of the Termination Date requested in an Extension Request, the Termination Date shall not be extended with respect pursuant to the Commitment of such rejecting Lender (each such Lender a “Rejecting Lender”)Extension Request. The Administrative Agent shall promptly notify Borrower whether (y) the Extension Request has been accepted or rejected as well as Banks and the Borrowers of any extension of the Termination Date pursuant to this subsection 2.16 and (z) the Borrowers and any other Bank of any Bank which Lender or Lenders rejected Borrower’s Extension Requestbecomes an Objecting Bank.

Extension of Termination Date. (a) The Borrower Unless the Termination Date shall have occurred, the rightBorrower may request the Lenders, exercisable no by written notice to the Administrative Agent not more than twice90 days and not less than 60 days prior to the then effective Termination Date, to request an consent to extension of the current Termination Date by one year. The Borrower may exercise such right only by executing and delivering to the Agent at least 60 days, but no more than 90 days, prior to any anniversary of the Closing Date commencing with the first anniversary thereof (the “Extension Date”), a written request for such extension (an “Extension Request”). The Agent shall forward to each Lender a copy of the Extension Request delivered to the Agent promptly upon receipt thereof. Borrower understands that this Section has been included in this Agreement for Borrower’s convenience in requesting an extension and acknowledges that none of Lenders nor Agent has promised (either expressly or impliedly), nor has any obligation or commitment whatsoever, to extend the Termination Date at any time. If the Required Lenders shall have notified Agent on or prior to the date which is one year after the then effective Termination Date (or, if such date is not a Business Day, the next preceding Business Day). Each Lender shall, in its sole discretion, determine whether to consent to such request and shall notify the Administrative Agent of its determination not more than 45 days and not less than 30 days prior to the Extension Date that they accept then-effective Termination Date. Any Lender which fails to give such Extension Request, then, subject notice to the following conditions on the Extension Date (i) no Default or Event of Default shall exist and (ii) the representations and warranties made or deemed made by the Borrower in the Loan Documents, Administrative Agent shall be true and correct in all material respects on and as of the date of deemed to have not consented to such extension with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents, the Termination Date shall be extended for one year with respect to the Commitment of each Lender accepting such Extension Requestrequest. If any Lender shall not have notified consented to such request 30 days prior to the then effective Termination Date (such Lender being referred to herein as a "Non-Consenting Lender"), the Administrative Agent shall promptly so notify the Borrower and the other Lenders, whereupon each other Lender may, not more than 30 days and not less than 25 days prior to the then effective Termination Date, revoke any consent to such extension previously given by such Lender (in which case such Lender shall be deemed a Non-Consenting Lender). If such request shall have been consented to by the Majority Lenders (as determined after giving effect to the replacement of any Non-Consenting Lender pursuant to Section 8.07(g)), the Administrative Agent shall notify the Borrower and the Lenders in writing of such consent, and such extension shall become effective (other than with respect to any Non-Consenting Lender) upon the delivery by the Borrower to the Administrative Agent and each Lender, on or prior to the date which is 30 days prior then-effective Termination Date, of (i) a certificate of a duly authorized officer of the Borrower, dated such date, as to the Extension Date accuracy, both before and after giving effect to such proposed extension, of the representations and warranties set forth in Section 4.01 and as to the absence, both before and after giving effect to such proposed extension, of any Event of Default or event that it accepts with the giving of notice or the passage of time or both would constitute an Event of Default, (ii) certified copies of all corporate and governmental approvals, if any, required to be obtained by the Borrower in connection with such Extension Request proposed extension and (or it expressly rejects such Extension Request)iii) an opinion of counsel to the Borrower (who shall be satisfactory to the Administrative Agent) as to the matters set forth in Exhibit D, then upon giving effect to the extension of the Termination Date shall not Date, and such other matters as any Lender, through the Administrative Agent, may reasonably request, all of the foregoing to be extended with respect satisfactory in form and substance to the Administrative Agent. In the event of any such extension of the Termination Date, the Commitment of each Non-Consenting Lender that has not been replaced pursuant to Section 8.07(g) shall be terminated in whole as of such rejecting former Termination Date, the aggregate principal amount of all Advances made by each Non-Consenting Lender, together with accrued and unpaid interest, commitment fees and facility fees, and all other amounts payable hereunder to or for the account of each Non-Consenting Lender shall be due and payable on such former Termination Date, and upon such reduction and payment of such amounts each Non-Consenting Lender shall cease to be a party to this Agreement (although each such Non-Consenting Lender a “Rejecting Lender”shall continue to be entitled to indemnification pursuant to Section 8.04(c). The Agent shall promptly notify Borrower whether the Extension Request has been accepted or rejected as well as which Lender or Lenders rejected Borrower’s Extension Request).

Extension of Termination Date. (a) The Borrower On no more than two occasions, the Borrowers may, by delivery of a Termination Date Extension Request to the Administrative Agent (which shall promptly deliver a copy thereof to each Bank) not more than 90 days but not less than 30 days prior to each anniversary of the Effective Date, request that the Banks extend the then-existing Termination Date (the “Existing Termination Date”) in accordance with this Section. Each Termination Date Extension Request shall specify the date to which the Termination Date is sought to be extended. In the event a Termination Date Extension Request shall have been delivered by the Borrowers, each Bank shall have the right, exercisable no more than twice, right to request an agree to the extension of the current Existing Termination Date with regard to its entire Commitment on the terms and subject to the conditions set forth therein (each Bank agreeing to the Termination Date Extension Request being referred to herein as a “Consenting Bank” and each Bank not agreeing thereto being referred to herein as a “Declining Bank”), which right may be exercised by one year. The Borrower may written notice thereof delivered to the Borrowers (with a copy to the Administrative Agent) not later than a day to be agreed upon by the Borrowers and the Administrative Agent following the date on which the Termination Date Extension Request shall have been delivered by the Borrowers (it being understood and agreed that any Bank that shall have failed to exercise such right only as set forth above shall be deemed to be a Declining Bank). If a Consenting Bank shall have agreed to such Termination Date Extension Request in respect of Commitments held by executing and delivering them, then, subject to paragraph (c) of this Section, on the Agent at least 60 days, but no more than 90 days, prior to any anniversary of date specified in the Closing Termination Date commencing with Extension Request as the first anniversary effective date thereof (the “Extension Effective Date”), a written request for such extension (an “Extension Request”). The Agent shall forward to each Lender a copy the Existing Termination Date of the Extension Request delivered applicable Commitments shall, as to the Agent promptly upon receipt thereof. Borrower understands that this Section has been included in this Agreement for Borrower’s convenience in requesting an extension and acknowledges that none of Lenders nor Agent has promised (either expressly or impliedly)Consenting Banks, nor has any obligation or commitment whatsoever, be extended to extend the Termination Date at any time. If the Required Lenders shall have notified Agent on or prior to the such date which is 30 days prior to the Extension Date that they accept such Extension Request, then, subject to the following conditions on the Extension Date (i) no Default or Event of Default shall exist and (ii) the representations and warranties made or deemed made by the Borrower in the Loan Documents, as shall be true and correct in all material respects on and as of the date of such extension with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents, the Termination Date shall be extended for one year with respect to the Commitment of each Lender accepting such Extension Request. If any Lender shall not have notified Agent on or prior to the date which is 30 days prior to the Extension Date that it accepts such Extension Request (or it expressly rejects such Extension Request), then the Termination Date shall not be extended with respect to the Commitment of such rejecting Lender (each such Lender a “Rejecting Lender”). The Agent shall promptly notify Borrower whether the Extension Request has been accepted or rejected as well as which Lender or Lenders rejected Borrower’s Extension Requestspecified therein.

Extension of Termination Date. (a) The Borrower Not less than 60 days and not more than 90 days prior to the Termination Date then in effect, provided that no Event of Default shall have occurred and be continuing, the right, exercisable no more than twice, to Borrowers may request an extension of the current such Termination Date by one year. The Borrower may exercise such right only by executing and delivering submitting to the Administrative Agent at least 60 daysan Extension Request containing the information in respect of such extension specified in Exhibit I, but no which the Administrative Agent shall promptly furnish to each Bank. Each Bank shall, not less than 30 days and not more than 90 days, 60 days prior to any anniversary the Termination Date then in effect, notify the Borrowers and the Administrative Agent of its election to extend or not extend the Closing Termination Date commencing with the first anniversary thereof (the “Extension Date”), a written request for as requested in such extension (an “Extension Request”). The Agent shall forward to each Lender a copy Notwithstanding any provision of the Extension Request delivered this Agreement to the Agent promptly upon receipt thereof. Borrower understands that this Section has been included in this Agreement for Borrower’s convenience in requesting an extension and acknowledges that none contrary, any notice by any Bank of Lenders nor Agent has promised (either expressly or impliedly), nor has any obligation or commitment whatsoever, its willingness to extend the Termination Date shall be revocable by such Bank in its sole and absolute discretion at any time. If the Required Lenders shall have notified Agent on or time prior to the date which is 30 days prior to the Extension Termination Date that they accept then in effect. If the Required Banks shall approve in writing the extension of the Termination Date requested in such Extension Request, then, subject to the following conditions on Termination Date shall automatically and without any further action by any Person be extended for the period specified in such Extension Date Request; PROVIDED that (i) no Default or Event each extension pursuant to this subsection 2.16 shall be for a maximum of Default shall exist 364 days and (ii) the representations Commitment of any Bank which does not consent in writing to such extension not less than 30 days and warranties made or deemed made by not more than 60 days prior to the Borrower Termination Date then in effect (an "OBJECTING BANK") shall, unless earlier terminated in accordance with this Agreement, expire on the Loan Documents, shall be true and correct Termination Date in all material respects effect on and as of the date of such extension with Extension Request (such Termination Date, if any, referred to as the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents, the Termination Date shall be extended for one year "COMMITMENT EXPIRATION DATE" with respect to the Commitment of each Lender accepting such Extension RequestObjecting Bank). If any Lender shall If, not have notified Agent on or prior to the date which is less than 30 days and not more than 60 days prior to the Extension Termination Date that it accepts such Extension Request (or it expressly rejects such then in effect, the Required Banks shall not approve in writing the extension of the Termination Date requested in an Extension Request), then the Termination Date shall not be extended with respect pursuant to the Commitment of such rejecting Lender (each such Lender a “Rejecting Lender”)Extension Request. The Administrative Agent shall promptly notify Borrower whether (y) the Extension Request has been accepted or rejected as well as Banks and the Borrowers of any extension of the Termination Date pursuant to this subsection 2.16 and (z) the Borrowers and any other Bank of any Bank which Lender or Lenders rejected Borrower’s Extension Requestbecomes an Objecting Bank.

Extension of Termination Date. No earlier than sixty (a60) The days and no later than thirty (30) days prior to the Termination Date then in effect, the Borrower shall have the right, exercisable no more than twice, option to request an extension of the current Termination Date by one year. The Borrower may exercise such right only by executing and delivering to the Agent at least 60 days, but for an additional one-year period; provided that no more than 90 days, prior two (2) of such one-year extensions shall be permitted hereunder. Any election by a Lender to any anniversary extend its Commitment will be at such Lender's sole discretion. Subject to the Agent's receipt of the Closing Date commencing with the first anniversary thereof (the “Extension Date”), a written request for consents to such extension (an “Extension Request”). The Agent shall forward to each Lender a copy of the Extension Request delivered to the Agent promptly upon receipt thereof. Borrower understands that this Section has been included in this Agreement for Borrower’s convenience in requesting an extension and acknowledges that none of Lenders nor Agent has promised (either expressly or impliedly), nor has any obligation or commitment whatsoever, to extend the Termination Date at any time. If from the Required Lenders shall have notified Agent on or prior to the date which is 30 days prior to the Extension Date that they accept such Extension RequestLenders, then, subject to the following conditions on the Extension Date (i) and so long as no Default or Event of Default shall exist has occurred and (ii) the representations and warranties made or deemed made by the Borrower in the Loan Documents, shall be true and correct in all material respects on and as of the date of such extension with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documentsis continuing, the Termination Date shall be extended for one an additional one-year with respect period for each consenting Lender; provided that each non-consenting Lender shall be required only to complete its Commitment up to the Commitment previously effective Termination Date (without giving effect to such extension). All Obligations and other amounts payable hereunder to such non-consenting Lender shall become due and payable by the Borrower on the previously effective Termination Date (without giving effect to such extension) and the aggregate Commitments shall be reduced by the total Commitments of each Lender accepting all non-consenting Lenders expiring on such Extension Requestpreviously effective Termination Date (without giving effect to such extension); provided, however, that the Borrower may in accordance with Section 8.07 substitute for such non-consenting Lenders one or more Eligible Assignees (including, without limitation, any existing Lenders) which shall assume the Commitments of such non-consenting Lenders and purchase the Outstanding Credit Exposures held by such non-consenting Lenders. If the consenting Lenders and any Lender shall not have notified Agent on or prior new Lenders are willing to commit amounts that, in the date which is 30 days prior to aggregate, exceed the Extension Date that it accepts such Extension Request (or it expressly rejects such Extension Request)Commitments of the non-consenting Lenders, then the Termination Date shall not be extended with respect to Borrower and the Commitment of such rejecting Lender (each such Lender a “Rejecting Lender”). The Agent shall promptly notify Borrower whether allocate the Extension Request has been accepted or rejected as well as which Lender or Commitments of the non-consenting Lenders rejected Borrower’s Extension Requestamong such consenting Lenders and new Lenders.

Extension of Termination Date. (a) The Borrower shall have the right, exercisable no more than twice, to Company may request an extension (subject to each Bank’s right to deny any such requested extension) of the current Termination Date in effect at any time by one year. The Borrower may exercise such right only by executing and delivering submitting a request for an extension substantially in the form of Exhibit I to the Administrative Agent at least 60 days, but no (an “Extension Request”) not more than 90 days, days and not less than 45 days prior to any each anniversary of this Agreement. The request shall specify (i) the Closing new Termination Date, which shall be one year or two years after the Termination Date commencing with then in effect, and (ii) the first anniversary thereof date (which must be at least 45 days after the Extension Request is delivered to the Administrative Agent) as of which the next Termination Date shall be effective (the “Extension Date”); provided, a written request that in no event shall such new Termination Date cause the scheduled maturity date for such extension (an “the Loans to extend more than five years beyond the applicable Extension Request”). The Date; provided, further, that the Administrative Agent and Banks agree that the foregoing delivery date requirements in the first two sentences of this Section shall forward to each Lender a copy of not apply for the Extension Request delivered to the two-year extension of the Termination Date delivered by the Company to the Administrative Agent promptly upon receipt thereofon August 12, 2013. Borrower understands that this Section has been included in this Agreement for Borrower’s convenience in The failure of the Company to request an extension on any applicable anniversary date shall not prevent the Company from requesting an extension on a future anniversary date under this Section 2.18. Promptly upon receipt of an Extension Request, the Administrative Agent shall notify each Bank of the contents thereof and acknowledges that none shall request each Bank to approve the Extension Request. Each Bank approving the Extension Request shall deliver its written Extension Acceptance in the form of Lenders nor Exhibit J (“Acceptance of Extension”) no later than 15 days after receipt of notice from the Administrative Agent. An extension hereunder shall only be effective if an Acceptance of Extension is received by the Administrative Agent has promised from the Required Banks within the time period set forth above. Failure of a Bank to respond to an Extension Request shall be deemed a denial of such request. If any Bank does not accept such extension, then either (either expressly or impliedly), nor has any obligation or commitment whatsoever, to extend i) on the Termination Date at any time. If the Required Lenders shall have notified Agent on or prior then in effect with respect to the date which is 30 days prior such Bank (without giving effect to the Extension Request rejected by such Bank), (a) the Company shall pay to such Bank all amounts then payable to such Bank under this Agreement and the Note on its applicable Termination Date that they accept and (b) such Extension RequestBank’s Commitment shall terminate on the Termination Date applicable to such Bank or (ii) the Company may, thenwith the consent of the Administrative Agent (such consent not to be unreasonably withheld, subject conditioned or delayed), remove such Bank pursuant to the following terms of Section 2.4. In addition, if the Aggregate Revolving Exposure shall exceed the Commitments as of such date, the Company shall prepay the Loans and/or cash collateralize LC Exposure (in such amounts and on terms and conditions reasonably satisfactory to the Administrative Agent and the Issuing Banks) prior to such date so that the Aggregate Revolving Exposure is equal to or less than the aggregate Commitments remaining on such date after giving effect to the applicable terminations or removals. No extension pursuant to this Section 2.18 shall be effective as to any Bank unless, on the applicable Extension Date (ia) no Default or Event of Default shall exist and (iib) if an executive officer of the Company knows that a Potential Default shall exist or would result upon giving effect to such extension, the Company shall provide written notice thereof to the Administrative Agent and such Bank prior to such Bank agreeing to (or declining) the representations and warranties made or deemed made by the Borrower in the Loan Documents, shall be true and correct in all material respects on and as of the date of such extension with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents, the Termination Date shall be extended for one year with respect to the Commitment of each Lender accepting such Extension Request. If any Lender shall not have notified Agent on or prior to the date which is 30 days prior to the Extension Date that it accepts such Extension Request (or it expressly rejects such Extension Request), then the Termination Date shall not be extended with respect to the Commitment of such rejecting Lender (each such Lender a “Rejecting Lender”). The Agent shall promptly notify Borrower whether the Extension Request has been accepted or rejected as well as which Lender or Lenders rejected Borrower’s Extension Request.

Extension of Termination Date. On or before May 1 of each year, commencing on May 1, 1996, the Company may, at its option, deliver to the Agent (awhich shall promptly notify each Lender) The Borrower a signed copy of an extension request (an "Extension 14 Request") in the form of Exhibit B, requesting an extension of the Termination Date for a period of one year. On or before June 1 of each year that the Company has delivered an Extension Request, each Lender shall have the right, exercisable no more than twicein its sole and absolute discretion, to request an extension of the current Termination Date by one year. The Borrower may exercise such right only by executing and delivering deliver a written notice to the Agent at least 60 days, but no more than 90 days, prior consenting to any anniversary of or rejecting the Closing Date commencing with the first anniversary thereof (the “Extension Date”), requested extension. If a written request for Lender has not given such extension (an “Extension Request”). The Agent shall forward to each Lender a copy of the Extension Request delivered notice to the Agent promptly upon receipt thereof. Borrower understands that this Section has been included in this Agreement for Borrower’s convenience in requesting an extension and acknowledges that none by June 1 of Lenders nor Agent has promised (either expressly or impliedly)such year, nor has any obligation or commitment whatsoever, such Lender shall be deemed not to extend the Termination Date at any timehave consented to such extension. If the Required all Lenders shall have notified Agent on or prior consent to the date which is 30 days prior to the Extension Date that they accept such an Extension Request, then, subject to the following conditions on the Extension Date (i) no Default or Event of Default shall exist and (ii) the representations and warranties made or deemed made by the Borrower in the Loan Documents, shall be true and correct in all material respects on and as of the date of such extension with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents, the Termination Date shall be extended for one an additional year with respect to effective on June 1 of the Commitment of each Lender accepting such Extension Requestapplicable year. If any Lender (an "Objecting Lender") rejects, or is deemed not to have consented to, an Extension Request by June 1 of the applicable year, the Termination Date shall not have notified Agent on be so extended; provided that if Lenders with an aggregate Percentage of 20% or prior to the date which is 30 days prior to the Extension Date that it accepts such Extension Request (or it expressly rejects such Extension Request)less are Objecting Lenders, then the Termination Date shall not be so extended if, on or before June 30 of the applicable year, the Company (a) replaces each Objecting Lender pursuant to Section 8.7 with respect Lenders (which may be existing or new Lenders) which consent to the Commitment of such rejecting Lender (each such Lender a “Rejecting Lender”). The Agent shall promptly notify Borrower whether the applicable Extension Request has or (b) to the extent all Objecting Lenders have not been accepted or rejected as well as which so replaced, by notice to the Agent and each Objecting Lender, terminates the Commitments of all Objecting Lenders (and concurrently pays to the Agent for the account of each Objecting Lender or Lenders rejected Borrower’s Extension Requestall amounts owed to such Objecting Lender hereunder) and reduces the aggregate amount of all of the Commitments by a corresponding amount.

Extension of Termination Date. (a) The Borrower shall have the right, exercisable no more than twice, to Borrowers may request an extension of the current Termination Date by one year. The Borrower may exercise such right only by executing and delivering submitting a request for an extension to the Agent at least 60 days, but (an "Extension Request") no more than 90 days, prior to any anniversary of the Closing Date commencing with the first anniversary thereof (the “Extension Date”), a written request for such extension (an “Extension Request”). The Agent shall forward to each Lender a copy of the Extension Request delivered to the Agent promptly upon receipt thereof. Borrower understands that this Section has been included in this Agreement for Borrower’s convenience in requesting an extension and acknowledges that none of Lenders nor Agent has promised (either expressly or impliedly), nor has any obligation or commitment whatsoever, to extend the Termination Date at any time. If the Required Lenders shall have notified Agent on or prior to the date which is 30 60 days prior to the Termination Date. The Extension Request must specify the new Termination Date that they accept such requested by the Borrowers and the date (which must be at least 30 days after the Extension Request is delivered to the Agent) as of which the Banks must respond to the Extension Request (the "Response Date"). The new Termination Date shall be no more than 364 days after the Termination Date in effect at the time the Extension Request is received, including the Termination Date as one of the days in the calculation of the days elapsed. Promptly upon receipt of an Extension Request, then, subject the Agent shall notify each Bank of the contents thereof and shall request each Bank to the following conditions on approve the Extension Date (i) Request. Each Bank approving the Extension Request shall deliver its written consent no later than the Response Date. If the consent of the Majority Banks is received by the Agent, and no Default or Event of Default shall exist has occurred and (ii) is continuing on the representations and warranties made or deemed made by the Borrower date specified in the Loan DocumentsExtension Request as the new Termination Date, shall be true and correct in all material respects on and as of the date of such extension with the same force and effect as if made on and as of such date except to specified as the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents, the new Termination Date shall be extended for one year with respect to the Commitment of each Lender accepting such Extension Request. If any Lender shall not have notified Agent on or prior to the date which is 30 days prior to in the Extension Date that it accepts such Extension Request (or it expressly rejects such Extension Request), then shall become effective on the existing Termination Date shall not be extended with respect to and the Commitment of such rejecting Lender (each such Lender a “Rejecting Lender”). The Agent shall promptly notify Borrower whether the Borrowers and each Bank of the new Termination Date, but only with respect to each Bank which has consented to the Extension Request, and the Agent shall promptly notify the Borrowers and each Bank of the new Termination Date. If a Default or an Event of Default has occurred and is continuing on the date specified in the Extension Request has been accepted or rejected as well as the new Termination Date, then such Extension Request shall be deemed withdrawn and terminated on such date. Failure of a Bank to respond to an Extension Request after such Bank's receipt of the Extension Request from the Agent shall be deemed a denial of such request. If any Bank does not consent to an Extension Request which Lender or Lenders rejected Borrower’s is approved by the Majority Banks, then on the Termination Date in effect on the date of the Extension Request, but without giving effect to approval of the Extension Request, (a) the Borrowers shall pay to such Bank all amounts then payable to such Bank under this Agreement and (b) such Bank's Commitment shall terminate.

Extension of Termination Date. (a) The Borrower No later than one year prior to the Termination Date then in effect, provided that no Event of Default shall have occurred and be continuing, the right, exercisable no more than twice, to Borrowers may request an extension of the current such Termination Date by one year. The Borrower may exercise such right only by executing and delivering submitting to the Administrative Agent at least 60 days, but no more than 90 days, prior to any anniversary an Extension Request containing the information in respect of the Closing Date commencing with the first anniversary thereof (the “Extension Date”), a written request for such extension (specified in Exhibit I, which the Administrative Agent shall promptly furnish to each Bank. If, within 30 days of their receipt of an “Extension Request”). The Agent , the Majority Banks shall forward to each Lender a copy approve in writing the extension of the Extension Request delivered to the Agent promptly upon receipt thereof. Borrower understands that this Section has been included in this Agreement for Borrower’s convenience in requesting an extension and acknowledges that none of Lenders nor Agent has promised (either expressly or impliedly), nor has any obligation or commitment whatsoever, to extend the Termination Date at any time. If the Required Lenders shall have notified Agent on or prior to the date which is 30 days prior to the Extension Date that they accept requested in such Extension Request, then, subject to the following conditions on Termination Date shall automatically and without any further action by any Person be extended for the period specified in such Extension Date Request; provided that (i) no Default or Event each extension pursuant to this subsection 2.16 shall be for a maximum of Default shall exist one year and (ii) the representations and warranties made or deemed made by Commitment of any Bank which does not consent in writing to such extension within 30 days of its receipt of such Extension Request (an “Objecting Bank”) shall, unless earlier terminated in accordance with this Agreement, expire on the Borrower Termination Date in the Loan Documents, shall be true and correct in all material respects effect on and as of the date of such Extension Request (such Termination Date, if any, referred to as the “Commitment Expiration Date” with respect to such Objecting Bank). If, within 30 days of their receipt of an Extension Request, the Majority Banks shall not approve in writing the extension with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents, the Termination Date shall be extended for one year with respect to the Commitment of each Lender accepting such requested in an Extension Request. If any Lender shall not have notified Agent on or prior to the date which is 30 days prior to the Extension Date that it accepts such Extension Request (or it expressly rejects such Extension Request), then the Termination Date shall not be extended with respect pursuant to the Commitment of such rejecting Lender (each such Lender a “Rejecting Lender”)Extension Request. The Administrative Agent shall promptly notify Borrower whether (y) the Extension Request has been accepted or rejected as well as Banks and the Borrowers of any extension of the Termination Date pursuant to this subsection 2.16 and (z) the Borrowers and any other Bank of any Bank which Lender or Lenders rejected Borrower’s Extension Requestbecomes an Objecting Bank.

Extension of Termination Date. (a) The Borrower shall have may, within 60 days prior to the right, exercisable no more than twice, to request an extension first and second anniversary dates of the current Termination original Closing Date (each such anniversary date being referred to as an "Anniversary Date"), by one year. The Borrower may exercise such right only by executing and delivering notice to the Agent at least 60 daysAgent, but no more than 90 days, prior to any anniversary make written request of the Closing Date commencing with the first anniversary thereof (the “Extension Date”), a written request for such extension (an “Extension Request”). The Agent shall forward to each Lender a copy of the Extension Request delivered to the Agent promptly upon receipt thereof. Borrower understands that this Section has been included in this Agreement for Borrower’s convenience in requesting an extension and acknowledges that none of Lenders nor Agent has promised (either expressly or impliedly), nor has any obligation or commitment whatsoever, to extend the Termination Date at for an additional period of one year. The Agent will give prompt notice to each of the Lenders of its receipt of any timesuch request for extension of the Termination Date. If the Required Lenders Each Lender shall have notified Agent on or prior to the date which is make a determination not later than 30 days prior to the Extension then applicable Anniversary Date as to whether or not it will agree to extend the Termination Date as requested; provided, however, that they accept such Extension Request, then, subject failure by any Lender to make a timely response to the following conditions on the Extension Date (i) no Default or Event Borrower's request for extension of Default shall exist and (ii) the representations and warranties made or deemed made by the Borrower in the Loan Documents, shall be true and correct in all material respects on and as of the date of such extension with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents, the Termination Date shall be extended deemed to constitute a refusal by such Lender to extension of the Termination Date. If, in response to a request for an extension of the Termination Date, one year with respect or more Lenders shall refuse (or are deemed to have refused) to agree to the Commitment of each Lender accepting such Extension Request. If any Lender shall not have notified Agent on or prior to requested extension (the date which is 30 days prior to the Extension Date that it accepts such Extension Request (or it expressly rejects such Extension Request"Disapproving Lenders"), then provided that the requested extension is approved by Lenders holding at least 60% of the Revolving Commitments hereunder (the "Approving Lenders"), the credit facility may be extended and continued at the option of the Borrower at a lower aggregate amount equal to the Revolving Commitments held by the Approving Lenders. In any such case, (i) the Termination Date relating to the Commitments held by the Disapproving Lenders shall remain as then in effect with repayment of Obligations held by such Disapproving Lenders being due on such date and termination of their respective Commitments on such date, (ii) the Termination Date relating to the Commitments held by the Approving Lenders shall be extended by an additional one year period, and (iii) the Borrower may, at its own expense with the assistance of the Agent, make arrangements for another bank or financial institution reasonably acceptable to the Agent to acquire, in whole or in part, the Obligations and Commitments of the Disapproving Lenders. Where any such arrangements are made for another bank or financial institution to acquire the Obligations, fees and other amounts owing hereunder or under the other Credit Documents and Commitments of a Disapproving Lender, or any portion thereof, then upon payment of the Obligations, fees and other amounts owing hereunder or under the other Credit Documents and termination of the Commitments relating thereto, such Disapproving Lender shall promptly transfer and assign, in whole or in part, as requested, without recourse (in accordance with and subject to the provisions of Section 12.1), all or part of its interests, rights and obligations under this Credit Agreement to such bank or financial institution which shall assume such assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided, that such assignment shall not be extended conflict with respect to the Commitment any law, rule or regulation or order of such rejecting Lender (each such Lender a “Rejecting Lender”). The Agent shall promptly notify Borrower whether the Extension Request has been accepted any court or rejected as well as which Lender or Lenders rejected Borrower’s Extension Requestother Governmental Authority.

Extension of Termination Date. (a) The Master Borrower shall have the rightmay, exercisable no more than twiceat its option, to request an extension of the current Termination Date by one year. The Borrower may exercise such right only by executing and delivering to the Administrative Agent at least 60 daysan Extension Request, but no request the Lenders to extend the Termination Date provided that the request cannot be more than 90 days, days and not less than 60 days prior to any anniversary of the Closing Date commencing with the first anniversary thereof (the “Extension Anniversary Date”), a written request for such extension (. Master Borrower may make an “Extension Request”). The Agent shall forward to Request in respect of the Credit Facilities from each Lender a copy of the Extension Request delivered which has not previously refused (or been deemed to the Agent promptly upon receipt thereof. Borrower understands that this Section has been included in this Agreement for Borrower’s convenience in requesting an extension and acknowledges that none of Lenders nor Agent has promised (either expressly or impliedly), nor has any obligation or commitment whatsoever, have refused) to extend the Termination Date at pursuant to any time. If prior Extension Request (each, a “Requested Lender”) to a specified Business Day provided that such date is no later than three (3) years from the Required Lenders shall have notified Agent on or prior effectiveness of such extension (such requested date being the “New Date”) by delivering to the Administrative Agent an executed Extension Request. The Administrative Agent shall forthwith, and in any event within two (2) Business Days, notify each Requested Lender of such request by Master Borrower (the date on which such notice is given being the “Notification Date”). Each Requested Lender shall advise the Administrative Agent as to whether or not it agrees to such request not later than 30 days prior after the Notification Date; provided that in the event any Requested Lender does not so advise the Administrative Agent within such 30 day period, such Requested Lender shall be deemed to have elected not to agree to such request. Within two (2) Business Days of the Administrative Agent having received from all Requested Lenders their respective decision or deemed decision with regard to the Extension Date that they accept such an Extension Request, thenthe Administrative Agent shall, subject to unless the following conditions on the Extension Date (i) no Default or Event of Default shall exist and (ii) the representations and warranties made or deemed made by the Borrower in the Loan Documents, shall be true and correct in all material respects on and as of the date of such extension with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents, the Termination Date shall be extended for one year with respect to the Commitment of each Lender accepting such Extension Request. If any Lender shall not have notified Agent on or prior to the date which is 30 days prior to the Extension Date that it accepts such Extension Request (or it expressly rejects such Extension Request), then the Termination Date shall not be extended with respect to the Commitment of such rejecting Lender (each such Lender a “Rejecting Lender”). The Agent shall promptly notify Borrower whether the Extension Request has been accepted or rejected as well as which Lender or Lenders rejected Borrower’s Extension Request.provisions of

Extension of Termination Date. (a) The Up to two times prior to the Termination Date (as it may be extended pursuant to this Section 2.22), the Borrower shall have the right, exercisable no more than twice, to may request an a one-year extension of the current Termination Date by one year. The Borrower may exercise such right only by executing and delivering submitting a request for an extension to the Administrative Agent at least 60 days, but no more than 90 days, prior to any anniversary of the Closing Date commencing with the first anniversary thereof (the “Extension Date”), a written request for such extension (an “Extension Request”) at least 6 months prior to the then scheduled Termination Date. Promptly upon receipt of an Extension Request, the Administrative Agent shall notify each Lender thereof and shall request each Lender to approve the Extension Request. Each Lender may, by a notice (a “Consent Notice”) to the Borrower and the Administrative Agent given within 15 Business Days following receipt of such notice from the Administrative Agent (the “Consent Period”), consent to such extension of the Termination Date, which consent may be given or withheld by each Lender in its absolute and sole discretion; provided, however, that such extension shall not be effective with respect to a Lender which either (a) by a notice (a “Withdrawal Notice”) to the Borrower and the Administrative Agent during the Consent Period, declines to consent to such extension, or (b) has failed to respond to the Borrower and the Administrative Agent within the Consent Period (each such Lender giving a Withdrawal Notice or failing to respond in a timely manner being called a “Withdrawing Lender” and each Lender other than a Withdrawing Lender being a “Continuing Lender”); provided further, that such extension shall be effective only if, as of the day after the end of the Consent Period for each Lender, the sum of the Commitments of the Continuing Lenders is greater than 50% of the Commitments of the Withdrawing Lenders and the Continuing Lenders. The Agent Commitment of each Withdrawing Lender shall forward to each Lender a copy of the Extension Request delivered to the Agent promptly upon receipt thereof. Borrower understands that this Section has been included in this Agreement for Borrower’s convenience in requesting an extension and acknowledges that none of Lenders nor Agent has promised (either expressly or impliedly), nor has any obligation or commitment whatsoever, to extend terminate on the Termination Date at without giving any time. If the Required Lenders shall have notified Agent on or prior effect to the date which is 30 days prior to the Extension Date that they accept such Extension Requestproposed extension; provided, thenhowever, subject to the following conditions on the Extension Date (i) so long as no Default or Event of Default shall exist exists, the Borrower may, at any time within 10 Business Days of delivery of the Withdrawal Notice and (ii) by not less than three Business Days’ prior written notice to the representations Administrative Agent and warranties made or deemed such Lender, cancel such Lender’s Commitment and thereupon prepay all Loans made by the Borrower in the Loan Documentssuch Lender, shall be true together with interest and correct in all material respects on and as of fees accrued to the date of such extension with the same force prepayment and effect as breakage costs due under Section 2.15, if made on and as of any, whereupon such date except Lender shall cease to the extent that such representations and warranties expressly relate solely be obliged to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documentsmake further Loans hereunder, the Termination Date its Commitment shall be extended for one year with respect reduced to the Commitment of each Lender accepting such Extension Request. If any Lender zero and it shall not have notified Agent on or prior to the date which is 30 days prior to the Extension Date that it accepts such Extension Request (or it expressly rejects such Extension Request), then the Termination Date shall not be extended with respect to the Commitment of such rejecting Lender (each such Lender a “Rejecting Lender”). The Agent shall promptly notify Borrower whether the Extension Request has been accepted or rejected as well as which Lender or Lenders rejected Borrower’s Extension Requestreleased from all its obligations under this Agreement.

Extension of Termination Date. (a) The Borrower shall have may, not less than 59 days prior to the right, exercisable no more than twice, to request an extension first and second anniversary dates of the current Termination original Closing Date (each such anniversary date being referred to as an "Anniversary Date"), by one year. The Borrower may exercise such right only by executing and delivering notice to the Agent at least 60 daysAdministrative Agent, but no more than 90 days, prior to any anniversary make written request of the Closing Date commencing with the first anniversary thereof (the “Extension Date”), a written request for such extension (an “Extension Request”). The Agent shall forward to each Lender a copy of the Extension Request delivered to the Agent promptly upon receipt thereof. Borrower understands that this Section has been included in this Agreement for Borrower’s convenience in requesting an extension and acknowledges that none of Lenders nor Agent has promised (either expressly or impliedly), nor has any obligation or commitment whatsoever, to extend the Termination Date at for an additional period of one year. The Administrative Agent will give prompt notice to each of the Lenders of its receipt of any timesuch request for extension of the Termination Date. If the Required Lenders Each Lender shall have notified Agent on or prior to the date which is make a determination not later than 30 days prior to the Extension then applicable Anniversary Date as to whether or not it will agree to extend the Termination Date as requested; provided, however, that they accept such Extension Request, then, subject failure by any Lender to make a timely response to the following conditions on the Extension Date (i) no Default or Event Borrower's request for extension of Default shall exist and (ii) the representations and warranties made or deemed made by the Borrower in the Loan Documents, shall be true and correct in all material respects on and as of the date of such extension with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents, the Termination Date shall be extended deemed to constitute a refusal by such Lender to extension of the Termination Date. If, in response to a request for an extension of the Termination Date, one year with respect or more Lenders shall refuse (or are deemed to have refused) to agree to the Commitment of each Lender accepting such Extension Request. If any Lender shall not have notified Agent on or prior to requested extension (the date which is 30 days prior to the Extension Date that it accepts such Extension Request (or it expressly rejects such Extension Request"Disapproving Lenders"), then provided that the requested extension is approved by the Required Lenders (the "Approving Lenders"), the credit facility may be extended and continued at the option of the Borrower at a lower aggregate amount equal to the Revolving Commitments held by the Approving Lenders. In any such case, (i) the Termination Date relating to the Commitments held by the Disapproving Lenders shall remain as then in effect with repayment of Obligations held by such Disapproving Lenders being due on such date and termination of their respective Commitments on such date, (ii) the Termination Date relating to the Commitments held by the Approving Lenders shall be extended by an additional one year period, and (iii) the Borrower may, at its own expense with the assistance of the Administrative Agent, make arrangements for another bank or financial institution reasonably acceptable to the Administrative Agent to acquire, in whole or in part, the Obligations and Commitments of the Disapproving Lenders. Where any such arrangements are made for another bank or financial institution to acquire the Obligations, fees and other amounts owing hereunder or under the other Credit Documents and Commitments of a Disapproving Lender, or any portion thereof, then upon payment of the Obligations, fees and other amounts owing hereunder or under the other Credit Documents and termination of the Commitments relating thereto, such Disapproving Lender shall promptly transfer and assign, in whole or in part, as requested, without recourse (in accordance with and subject to the provisions of Section 12.1), all or part of its interests, rights and obligations under this Credit Agreement to such bank or financial institution which shall assume such assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided, that such assignment shall not be extended conflict with respect to the Commitment any law, rule or regulation or order of such rejecting Lender (each such Lender a “Rejecting Lender”). The Agent shall promptly notify Borrower whether the Extension Request has been accepted any court or rejected as well as which Lender or Lenders rejected Borrower’s Extension Requestother Governmental Authority.

Extension of Termination Date. (a) The Borrower shall have Company may request, in a notice (an “Extension Request”; the right, exercisable no date of delivery thereof to the Administrative Agent being the “Extension Request Date”) given as herein provided to the Administrative Agent and each of the Banks not more than twice, to request an extension of the current Termination Date by one year. The Borrower may exercise such right only by executing and delivering to the Agent at least 60 days, but no more than 90 days, days prior to any anniversary of the Closing Date, that the Termination Date commencing be extended for a period of one year each with respect to up to the first anniversary thereof Aggregate Commitments then in effect (the “Extended Commitment Amount”), which notice shall specify that the requested extension with respect to the Extended Commitment Amount is to be effective (the “Extension Effective Date”)) on the respective anniversary of the Closing Date immediately following the Extension Request Date, a written request for and that the new Termination Date to be in effect following such extension (an the “Extension RequestRequested Termination Date”). The Agent ; provided that if such day is not a Eurocurrency Business Day, the Requested Termination Date shall forward be the immediately preceding Eurocurrency Business Day) is to each Lender be the date one year after the then current Termination Date; and provided further that no such extension shall be permitted if (i) a copy of Default has occurred and is continuing on the Extension Request delivered to the Agent promptly upon receipt thereof. Borrower understands that this Section has been included in this Agreement for Borrower’s convenience in requesting an extension and acknowledges that none of Lenders nor Agent has promised (either expressly Date or impliedly), nor has any obligation or commitment whatsoever, to extend the Termination Date at any time. If the Required Lenders shall have notified Agent on or prior to the date which is 30 days prior to the Extension Effective Date that they accept such Extension Request, then, subject to the following conditions on the Extension Date (i) no Default or Event of Default shall exist and (ii) the representations and warranties made or deemed made by the Borrower contained in the Loan Documentsthis Agreement, shall be are not true and correct in all material respects on and as of the date of such extension with Extension Request Date and the same force and effect as if made on and as of such date Extension Effective Date (except to the extent that (i) where such representations and warranties expressly relate solely to an earlier date (date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier datedate and (ii) any representation or warranty that is qualified as to materiality or “Material Adverse Effect” shall be true and except for changes correct in factual circumstances all respects). Each Bank shall, not prohibited under less than 25 days prior to the Loan DocumentsExtension Effective Date, notify the Company and the Administrative Agent, of its election, in its sole discretion, to extend or not to extend the Termination Date with respect to its pro rata share of the Extended Commitment Amount (based on such Bank’s Commitment as a percentage of the Aggregate Commitments immediately prior to the Extension Effective Date). If on the date 25 days prior to the Extension Effective Date the Majority Banks elect to extend the Termination Date with respect to their pro rata share of the Extended Commitment Amount, then, subject to the provisions of this Section 2.19, the Termination Date shall be extended for one year with respect to the Commitment of each Lender accepting such Extension Requestyear. If any Lender Any Bank which shall not have notified notify the Company and the Administrative Agent of its election to extend the Termination Date on or prior to the date which is 30 25 days prior to the Extension Effective Date that it accepts such Extension Request (or it expressly rejects such Extension Request), then shall be deemed to have elected not to extend the Termination Date shall not be extended with respect to its pro rata share of the Extended Commitment of such rejecting Lender (each such Lender a “Rejecting Lender”). The Agent shall promptly notify Borrower whether the Extension Request has been accepted or rejected as well as which Lender or Lenders rejected Borrower’s Extension RequestAmount.

Extension of Termination Date. The Company, on behalf of itself and the other Borrowers, may request one-year extensions of the Termination Date by submitting a request for an extension to the Administrative Agent (aeach, an "Extension Request") The Borrower shall have the right, exercisable no more than twice, to request an extension of the current Termination Date by one year. The Borrower may exercise such right only by executing sixty (60) and delivering to the Agent at least 60 days, but no more less than 90 days, prior to any anniversary of the Closing Date commencing with the first anniversary thereof thirty (the “Extension Date”), a written request for such extension (an “Extension Request”). The Agent shall forward to each Lender a copy of the Extension Request delivered to the Agent promptly upon receipt thereof. Borrower understands that this Section has been included in this Agreement for Borrower’s convenience in requesting an extension and acknowledges that none of Lenders nor Agent has promised (either expressly or impliedly), nor has any obligation or commitment whatsoever, to extend the Termination Date at any time. If the Required Lenders shall have notified Agent on or prior to the date which is 30 30) days prior to the then effective Termination Date, which Extension Date that they accept such Extension Request, then, subject to the following conditions on the Extension Date Request shall specify (i) no Default or Event of Default the new Termination Date requested by the Borrowers, which new Termination Date shall exist be a date not later than 364 days after the "Response Date" (as defined below) and (ii) the representations date (which must be not more than thirty (30) days nor less than fifteen (15) days prior to the then effective Termination Date) as of which the Lenders must respond to the Extension Request (the "Response Date"). Promptly upon receipt of an Extension Request, the Administrative Agent shall notify each Lender thereof and warranties made or deemed made shall request each Lender to approve the Extension Request. Each Lender approving the Extension Request shall deliver its written consent no later than the Response Date (and the failure to provide such written consent by the Borrower in the Loan Documents, such date shall be true and correct in all material respects on and as deemed to be a decision not to extend). The Commitment of the date of such extension with the same force and effect as if made on and as of such date except each Lender that declines to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents, the Termination Date shall be extended for one year extend with respect to the Aggregate Commitment may, at the option of the Company, be replaced in accordance with Section 14.3 (but only to the extent a replacement Lender is then available) or the Aggregate Commitment reduced. All Obligations due to each Lender that declines to extend its Commitment under this Section 2.22 shall be paid in full by the Borrowers to the Administrative Agent for the account of each such Lender accepting such Extension Request. If any Lender shall not have notified Agent on or prior to the date which is 30 days prior to the Extension Date that it accepts such Extension Request (or it expressly rejects such Extension Request), then the effective Termination Date shall not be extended (without giving effect to any such requested extension thereto). The Required Lenders and the Borrowers must agree to any extension with respect to the Commitment of Termination Date for any such rejecting Lender (each such Lender a “Rejecting Lender”). The extension to become effective, and the Administrative Agent shall promptly notify Borrower whether the Extension Request has been accepted or rejected as well as which Borrowers and each Lender or Lenders rejected Borrower’s Extension Requestof any new Termination Date.

Extension of Termination Date. (a) The Borrower shall have the right, exercisable no Not more than twiceonce in any fiscal year of the Borrower, to the Borrower may request an extension of the current Termination Date to the first or second anniversary of the then scheduled Termination Date (but in no event later than the fourth anniversary of the effective date of such requested extension) by one year. The Borrower may exercise such right only by executing and delivering submitting a request for an extension to the Agent at least 60 days, but no more not less than 90 days, 180 days prior to any anniversary the then scheduled Termination Date. At the time of or prior to the delivery of such request, the Borrower shall propose to the Agent the amount of the Closing Date commencing fees that the Borrower would agree to pay with the first anniversary thereof (the “Extension Date”), a written request for respect to such extension if approved by the Lenders. Promptly upon (an but not later than five Business Days after) the Agent’s receipt and approval of the extension request and fee proposal (as so approved, the “Extension Request”). The , the Agent shall forward deliver to each Lender a copy of, and shall request each Lender to approve, the Extension Request. Each Lender approving the Extension Request shall deliver its written approval no later than 60 days after such Lender’s receipt of the Extension Request. If the written approval of the Extension Request delivered to by the Lenders whose Pro Rata Shares equal or exceed 66-2/3% in the aggregate is received by the Agent promptly upon receipt thereof. Borrower understands that this Section has been included in this Agreement for Borrower’s convenience in requesting an extension and acknowledges that none of Lenders nor Agent has promised (either expressly or impliedly), nor has any obligation or commitment whatsoever, to extend the Termination Date at any time. If the Required Lenders shall have notified Agent on or prior to the date which is 30 days prior to the Extension Date that they accept within such Extension Request, then, subject to the following conditions on the Extension Date (i) no Default or Event of Default shall exist and (ii) the representations and warranties made or deemed made by the Borrower in the Loan Documents, shall be true and correct in all material respects on and as of the date of such extension with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents60-day period, the Termination Date shall be extended for one year to the first or second anniversary of the then scheduled Termination Date (as specified in the Extension Request) but only with respect to the Commitment of each Lender accepting Lenders that have given such Extension Requestwritten approval. If any Lender shall not have notified Agent on or prior Except to the date which is 30 days prior extent that a Lender that did not give its written approval to the Extension Date that it accepts such Extension Request (or it expressly rejects “Rejecting Lender”) is replaced as provided in Section 2.20, prior to the Termination Date (as determined prior to such Extension Request), then on such date (the “Rejecting Lender’s Termination Date shall not be extended with respect to Date”) (i) the Commitment of such rejecting Lender (each such Rejecting Lender a “shall terminate, (ii) the Aggregate Commitment shall be reduced by the aggregate amount of such terminated Commitments and (iii) all Loans and other Obligations to each such Rejecting Lender shall be paid in full by the Borrower. If the sum of the principal balance of all Loans outstanding and all Facility Letter of Credit Obligations following the payment provided for in clause (iii) above exceeds the Aggregate Commitment (as reduced as provided in clause (ii) above), the Borrower shall, on the Rejecting Lender”’s Termination Date, repay outstanding Loans or cause to be canceled, released and returned to the applicable Issuer outstanding Facility Letters of Credit in the amounts necessary to cause the sum of the principal balance of all Loans outstanding and all Facility Letter of Credit Obligations to equal but not exceed the Aggregate Commitment (as reduced). The Agent shall promptly notify Borrower whether the Extension Request has been accepted or rejected as well as which Lender or Lenders rejected Borrower’s Extension Request.

Extension of Termination Date. (a) The Borrower shall have the right, exercisable no At least 30 but not more than twice, 60 days prior to request an extension each anniversary of the current Termination Date by one year. The Borrower may exercise such right only by executing and delivering to the Agent at least 60 days, but no more than 90 days, prior to any anniversary date of the Closing Date commencing with the first anniversary thereof (the “Extension Date”), a written request for such extension (an “Extension Request”). The Agent shall forward to each Lender a copy of the Extension Request delivered to the Agent promptly upon receipt thereof. Borrower understands that this Section has been included but in this Agreement for Borrower’s convenience in requesting an extension and acknowledges that none of Lenders nor Agent has promised (either expressly or impliedly), nor has any obligation or commitment whatsoever, to extend the Termination Date at any time. If the Required Lenders shall have notified Agent on or prior to the date which is 30 event no later than 45 days prior to the Extension then-scheduled Termination Date that they accept of the Revolving 364-Day Tranche, the Revolving Three- Year Tranche or the Term Tranche, as the case may be), the Borrower may, by delivering a written notice to such Extension Request, then, subject effect to the following conditions on the Extension Date Administrative Agent (each such request being irrevocable), request that each Lender consent to (i) no Default or Event a 364-day extension of Default shall exist and the Termination Date of the Revolving 364-Day Tranche and/or (ii) a one-year extension of the representations and warranties made or deemed made Termination Date of the Revolving Three-Year Tranche and/or the Term Tranche. Upon receipt of any such notice, the Administrative Agent shall promptly communicate such request to the Lenders. Within 30 days following the giving of such notice by the Borrower Borrower, the Lenders shall indicate to the Administrative Agent whether the Borrower's request to so extend the then-scheduled Termination Date of such Tranche is acceptable to the Lenders (and, if so, the conditions, if any, relating to such acceptance, including, with respect to the Term Tranche, revisions to the principal repayment schedule set forth in Section 3.05(b)), it being understood that the Loan Documents, unanimous written consent of the Lenders shall be true required to effect any such requested extension, that the determination by each Lender will be in its sole and correct in all material respects on absolute discretion and as that the failure of any Lender to so respond within such period shall be deemed to constitute a refusal by such Lender to consent to such request (with the result being that such request is denied). The Administrative Agent shall promptly notify the Borrower and the Lenders of the date result of such extension with the same force request, and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties request shall have been true and correct in consented to by all material respects on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan DocumentsLenders, the Termination Date of the applicable Tranche shall be extended for one year with respect to (A) in the Commitment case of each Lender accepting any extension of the Revolving Three-Year Tranche or the Term Tranche, the first anniversary of the then-scheduled Termination Date of such Extension Request. If Tranche, or (B) in the case of any Lender shall not have notified Agent on or prior to extension of the Revolving 364-Day Tranche, the date which is 30 that occurs 364 days prior to after the Extension then-scheduled Termination Date of such Tranche; provided, however, that it accepts such Extension Request (or it expressly rejects such Extension Request), then the Termination Date shall not be extended with respect to the Commitment of such rejecting Tranche shall be so extended notwithstanding the existence of one or more Lenders (the "Nonextending Lenders") that have elected not to extend (or failed to notify the Administrative Agent of its (or their) consent to extend) if (1) such Nonextending Lender(s) has (or have) been replaced in the full amount of its (or their) Commitments hereunder pursuant to Section 11.07(h) and (2) no Event of Default or Default shall then have occurred and be continuing. If a Nonextending Lender (each is not so replaced pursuant to Section 11.07(h), the Commitments of all of the Lenders under the applicable Tranche shall automatically terminate on the then-scheduled Termination Date of such Lender a “Rejecting Lender”). The Agent shall promptly notify Borrower whether the Extension Request has been accepted or rejected as well as which Lender or Lenders rejected Borrower’s Extension RequestTranche.

Extension of Termination Date. (a) The Borrower shall have the rightmay, exercisable no more than twice, to request an extension of the current Termination Date by one year. The Borrower may exercise such right only by executing and delivering to the Agent at least 60 days, but no more than 90 days, prior to any anniversary of the Closing Date commencing with the first anniversary thereof (the “Extension Date”), a written request for such extension (an “Extension Request”). The Agent shall forward to each Lender a copy of the Extension Request delivered to the Agent promptly upon receipt thereof. Borrower understands provided that this Section has been included in this Agreement for Borrower’s convenience in requesting an extension and acknowledges that none of Lenders nor Agent has promised (either expressly or impliedly), nor has any obligation or commitment whatsoever, to extend the Termination Date at any time. If the Required Lenders shall have notified Agent on or prior to the date which is 30 days prior to the Extension Date that they accept such Extension Request, then, subject to the following conditions on the Extension Date (i) no Default or Event of Default has occurred and is continuing, by written notice to the Administrative Agent given not less than sixty (60) days prior to the then applicable Termination Date (the “Applicable Termination Date”) request that the Applicable Termination Date be extended to the date which is 364 days after the then Applicable Termination Date. The Administrative Agent shall exist notify the Banks of such request promptly after receipt, and request each Bank to notify the Administrative Agent of its determination to consent or not to consent to such extension. No earlier than 30 days prior, and no later than 20 days prior, to the then Applicable Termination Date, each Bank shall notify the Administrative Agent of such determination, it being understood that the determination by each Bank will be in its sole and absolute discretion and that the failure of any Bank to so respond within such period shall be deemed to constitute a refusal by such Bank to consent to such request, with the result being that such request is denied (ii) the representations and warranties made any Bank refusing or deemed made to refuse any such request, a “Non-Consenting Bank”). The Borrower may take the actions permitted by Section 2.15 to replace any Non-Consenting Bank. In the Borrower in event that the Loan Documentssum of the Commitments of the Banks that have consented (the “Consenting Banks”) to the Borrower’s request to extend the Applicable Termination Date, plus the Commitments of the Replacement Banks, shall be true and correct in all material respects on and as constitute greater than 51% of the date of Aggregate Commitments, and if such extension with extending Banks (including the same force and effect as Replacement Bank, if made on and as of such date except applicable) consent to the extent that such representations and warranties expressly relate solely to an earlier date (extension by so notifying the Administrative Agent in which case such representations and warranties shall have been true and correct in all material respects writing on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documentsthen Applicable Termination Date, the Termination Date shall be extended for one year 364 days, and the definition of Termination Date shall be deemed to reflect such extension for all purposes hereof, provided, however, that prior to such date, the Borrower shall have received an order from FERC authorizing the Borrower to incur short-indebtedness with a final maturity date not earlier than the newly extended Termination Date. The Commitments of Non-Consenting Bank with respect to such request shall automatically terminate on the Commitment last day of each Lender accepting the Applicable Termination Date (and the principal amount of all Loans made by such Extension Request. If any Lender Non-Consenting, together with accrued interest and fees to such date, shall not have notified Agent on or prior to the date which is 30 days prior to the Extension Date that it accepts such Extension Request (or it expressly rejects such Extension Requestbe repaid), unless substituted therefor pursuant to Section 2.15 hereof; provided that, before the Borrower may solicit potential Replacement Banks other than the Consenting Banks, the Consenting Banks shall have at least ten days before the end of the then the Applicable Termination Date shall not be extended with respect to determine whether to purchase by assignment the Commitment Commitments of such rejecting Lender (each such Lender a “Rejecting Lender”). The Agent shall promptly notify Borrower whether the Extension Request has been accepted or rejected as well as which Lender or Lenders rejected Borrower’s Extension RequestNon-Consenting Banks.

Extension of Termination Date. (a) The Borrower Not less than 60 days and not more than 90 days prior to the Termination Date then in effect, provided that no Event of Default shall have occurred and be continuing, the right, exercisable no more than twice, to Borrowers may request an extension of the current such Termination Date by one year. The Borrower may exercise such right only by executing and delivering submitting to the Administrative Agent at least 60 daysan Extension Request containing the information in respect of such extension specified in Exhibit I, but no which the Administrative Agent shall promptly furnish to each Bank. Each Bank shall, not less than 30 days and not more than 90 days, 60 days prior to any anniversary the Termination Date then in effect, notify the Borrowers and the Administrative Agent of its election to extend or not extend the Closing Termination Date commencing with the first anniversary thereof (the “Extension Date”), a written request for as requested in such extension (an “Extension Request”). The Agent shall forward to each Lender a copy Notwithstanding any provision of the Extension Request delivered this Agreement to the Agent promptly upon receipt thereof. Borrower understands that this Section has been included in this Agreement for Borrower’s convenience in requesting an extension and acknowledges that none contrary, any notice by any Bank of Lenders nor Agent has promised (either expressly or impliedly), nor has any obligation or commitment whatsoever, its willingness to extend the Termination Date shall be revocable by such Bank in its sole and absolute discretion at any time. If the Required Lenders shall have notified Agent on or time prior to the date which is 30 days prior to the Extension Termination Date that they accept then in effect. If any Bank shall fail to respond, such Bank shall be deemed to have elected not to extend. If the Required Banks shall approve in writing the extension of the Termination Date requested in such Extension Request, then, subject to the following conditions on Termination Date shall automatically and without any further action by any Person be extended for the period specified in such Extension Date Request; provided that (i) no Default or Event each extension pursuant to this subsection 2.16 shall be for a maximum of Default shall exist 364 days and (ii) the representations Commitment of any Bank which does not consent in writing to such extension not less than 30 days and warranties made or deemed made by not more than 60 days prior to the Borrower Termination Date then in effect (an “Objecting Bank”) shall, unless earlier terminated in accordance with this Agreement, expire on the Loan Documents, shall be true and correct Termination Date in all material respects effect on and as of the date of such extension with Extension Request (such Termination Date, if any, referred to as the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents, the Termination Date shall be extended for one year “Commitment Expiration Date” with respect to the Commitment of each Lender accepting such Extension RequestObjecting Bank). If any Lender shall If, not have notified Agent on or prior to the date which is less than 30 days and not more than 60 days prior to the Extension Termination Date that it accepts such Extension Request (or it expressly rejects such then in effect, the Required Banks shall not approve in writing the extension of the Termination Date requested in an Extension Request), then the Termination Date shall not be extended with respect pursuant to the Commitment of such rejecting Lender (each such Lender a “Rejecting Lender”). The Agent shall promptly notify Borrower whether the Extension Request has been accepted or rejected as well as which Lender or Lenders rejected Borrower’s Extension Request.Extension

Extension of Termination Date. (a) The Borrower shall have Company may, by written notice to the right, exercisable Administrative Agent (each such notice being an "Extension Request") given no more than twice, to request an extension of the current Termination Date by one year. The Borrower may exercise such right only by executing and delivering to the Agent at least 60 days, but no more 59 days nor less than 90 days, prior to any anniversary of the Closing Date commencing with the first anniversary thereof (the “Extension Date”), a written request for such extension (an “Extension Request”). The Agent shall forward to each Lender a copy of the Extension Request delivered to the Agent promptly upon receipt thereof. Borrower understands that this Section has been included in this Agreement for Borrower’s convenience in requesting an extension and acknowledges that none of Lenders nor Agent has promised (either expressly or impliedly), nor has any obligation or commitment whatsoever, to extend the Termination Date at any time. If the Required Lenders shall have notified Agent on or prior to the date which is 30 days prior to each anniversary date of this Agreement, extend the then applicable Termination Date to a date 364 days after the then-applicable Termination Date; provided, however, that such extension shall be effective only with respect to a Bank which, by a written notice (a "Continuation Notice") to the Company and the Administrative Agent given no more than 30 days and no less than 15 days before such anniversary date, consents to such extension (each Bank giving a Continuation Notice thereafter being referred to as a "Continuing Bank" and each Bank other than a Continuing Bank being a "Non-Extending Bank"); provided further, however, that the Borrowers shall not have made the Term Loan Election for Advances outstanding on such Termination Date prior to such time; provided further, however, that such extension shall be effective only if the aggregate Commitments of the Continuing Banks are not less than 51% of the aggregate Commitments in effect at the date the Company gives the applicable Extension Request. Within five Business Days after the Administrative Agent receives an Extension Request it shall notify each Bank thereof. If any Bank fails to notify the Administrative Agent in writing of its consent to, or refusal of, any such Extension Request at least 15 days prior to such anniversary date, such Bank shall be deemed to be a Non-Extending Bank with respect to such Extension Request. The Commitment of each Non-Extending Bank shall terminate on the Termination Date that they accept in effect for such Non-Extending Bank immediately prior to such Extension Request, thenand on such Termination Date the Company shall pay the Administrative Agent, subject to for the following conditions on the Extension Date (i) no Default or Event of Default shall exist and (ii) the representations and warranties made or deemed made by the Borrower in the Loan Documents, shall be true and correct in all material respects on and as of the date account of such extension with Non-Extending Banks, an amount equal to such Non-Extending Banks' Advances plus accrued but unpaid interest and fees thereon; provided that the same force and effect as if made on and as of Company has not replaced such date except Non-Extending Banks pursuant to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier dateSection 2.22(b) and except for changes in factual circumstances not prohibited under the Loan Documents, the Termination Date shall be extended for one year with respect to the Commitment of each Lender accepting such Extension Request. If any Lender shall not have notified Agent on or prior to the date which is 30 days prior to the Extension Date that it accepts such Extension Request (or it expressly rejects such Extension Request), then the Termination Date shall not be extended with respect to the Commitment of such rejecting Lender (each such Lender a “Rejecting Lender”). The Agent shall promptly notify Borrower whether the Extension Request has been accepted or rejected as well as which Lender or Lenders rejected Borrower’s Extension Requestbelow.

Extension of Termination Date. (a) The Borrower shall have Company may, by written notice to the rightAdministrative Agent (such notice being an "Extension Notice") given no earlier than sixty days and no later than forty-five days prior to the Termination Date, exercisable no more than twice, request the Banks to request consider an extension of the current then applicable Termination Date by one yearto a date 364 days after the then applicable Termination Date. The Borrower may exercise such right only by executing and delivering Administrative Agent shall promptly transmit any Extension Notice to each Bank. Each Bank shall notify the Administrative Agent at least 60 whether it wishes to extend the then applicable Termination Date no earlier than thirty days, but and no more later than 90 twenty days, prior to such Termination Date, and any anniversary of such notice given by a Bank to the Closing Administrative Agent, once given, shall be irrevocable as to such Bank. Any Bank which does not expressly notify the Administrative Agent prior to such twenty day period that it wishes to so extend the then applicable Termination Date commencing with shall be deemed to have rejected the first anniversary thereof (the “Extension Date”), a written Company's request for extension of such extension (an “Extension Request”)Termination Date. The Agent shall forward to each Lender a copy of the Extension Request delivered to the Agent promptly upon receipt thereof. Borrower understands that this Section has been included in this Agreement for Borrower’s convenience in requesting an extension and acknowledges that none of Lenders nor Agent has promised (either expressly or impliedly), nor has any obligation or commitment whatsoever, Banks consenting to extend the then applicable Termination Date at any timeare hereinafter referred to as "Continuing Banks", and Banks declining to consent to extend such Termination Date (or Banks deemed to have so declined) are hereinafter referred to as "Non-Extending Banks". If the Required Lenders Banks have elected (in their sole and absolute discretion) to so extend the Termination Date, the Administrative Agent shall have notified Agent on or prior to notify the date which is 30 Company of such election by such Required Banks no later than fifteen days prior to such Termination Date, and effective on the Extension Date that they accept date of such Extension Request, then, subject notice by the Administrative Agent to the following conditions on Company, the Extension Termination Date (i) no Default or Event of Default shall exist and (ii) the representations and warranties made or deemed made by the Borrower in the Loan Documents, shall be true automatically and correct immediately so extended. No extension will be permitted hereunder without the consent of the Required Banks and in all material respects no event shall the Termination Date be extended beyond March 23, 2005. Upon the delivery of an Extension Notice and upon the extension of the Termination Date pursuant to this subsection 2.7, the Company shall be deemed to have represented and warranted on and as of the date of such extension with Extension Notice and the same force and effect as if made on and as effective date of such date except extension, as the case may be, that no Default or Event of Default has occurred and is continuing. Notwithstanding anything contained in this Agreement to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties contrary, no Bank shall have been true and correct in all material respects on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents, any obligation to extend the Termination Date shall be extended for one year with respect Date, and each Bank may at its option, unconditionally and without cause, decline to the Commitment of each Lender accepting such Extension Request. If any Lender shall not have notified Agent on or prior to the date which is 30 days prior to the Extension Date that it accepts such Extension Request (or it expressly rejects such Extension Request), then extend the Termination Date shall not be extended with respect to the Commitment of such rejecting Lender (each such Lender a “Rejecting Lender”). The Agent shall promptly notify Borrower whether the Extension Request has been accepted or rejected as well as which Lender or Lenders rejected Borrower’s Extension RequestDate.

Extension of Termination Date. (a) The Borrower shall have may request an ----------------------------- extension of the right, exercisable Termination Date by submitting a request for an extension to the Agent (an "Extension Request") no more than twice, to request an extension of the current Termination Date by one year. The Borrower may exercise such right only by executing and delivering to the Agent at least 60 days, but no more less than 90 40 days, prior to any anniversary of the Closing then effective Termination Date. Each extension effected pursuant to this Section 2.17 shall commence on the then effective Termination ------------ Date commencing with the first anniversary thereof (the “"Extension Date”), a written request for such extension (an “Extension Request”"). The Extension Request must specify the new Termination Date requested by the Borrower, which date shall be no more than 364 days (the "Extension Period") after the Extension Date, including the Extension Date as one of the days in the calculation of the days elapsed. Promptly upon receipt of an Extension Request, the Agent shall forward to notify each Lender a copy of the contents thereof and shall request each Lender to approve the Extension Request. Each Lender approving the Extension Request delivered shall deliver its written consent to the Agent promptly upon receipt thereof. Borrower understands that this Section has been included in this Agreement for Borrower’s convenience in requesting an extension and acknowledges that none of Lenders nor Agent has promised (either expressly or impliedly), nor has any obligation or commitment whatsoever, to extend the Termination Date at any time. If the Required Lenders shall have notified Agent on or prior to the date which is no earlier than 30 days prior to the Extension then effective Termination Date that they accept such Extension Request, then, subject to the following conditions on the Extension Date (i) and no Default or Event of Default shall exist and (ii) the representations and warranties made or deemed made by the Borrower in the Loan Documents, shall be true and correct in all material respects on and as later than 30 days after receipt of the date of such extension with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents, the Termination Date shall be extended for one year with respect to the Commitment of each Lender accepting such Extension Request. If any Any consent delivered by a Lender shall not have notified Agent on or prior to the such response date which is 30 days may be revoked prior to the Extension Date that it accepts by the Lender giving written notice of such revocation to the Agent before the Extension Date. If the consent of the Required Lenders is received by the Agent and remains in effect on the Extension Date, the new Termination Date specified in the Extension Request shall become effective on the Extension Date as to such consenting Lenders only (or it expressly rejects and not as to any Lender which has not consented to such Extension Request), then extension) and the Termination Date shall not be extended with respect to the Commitment of such rejecting Lender (each such Lender a “Rejecting Lender”). The Agent shall promptly notify the Borrower whether and each consenting Lender of the new Termination Date. Notwithstanding anything contained in this Agreement to the contrary, (a) all Obligations owing to the non-extending Lenders shall be due and payable on the Termination Date without giving effect to any requested extension, (b) the Aggregate Commitment as of the commencement of the Extension Period shall be reduced to an amount equal to the sum of the Commitments of the Lenders ultimately granting the Extension Request, and (c) each Lender may, in its sole discretion, grant or deny its consent with respect to any proposed extension of the Termination Date. Any Lender not granting the Extension Request shall, if the Borrower has been accepted selected a "Purchaser" (as defined in Section 12.3.1) for such Lender reasonably acceptable to the -------------- Agent prior to the Extension Date, promptly assign to such Purchaser its rights and obligations under the Loan Documents in respect of all or rejected that portion of such Lender's Commitment as well as which Lender or Lenders rejected Borrower’s Extension Request.such Purchaser is willing to accept, all in accordance with Section 12.3. ------------

Extension of Termination Date. (a) The Borrower shall have the right, exercisable no more than twice, to Company may request an extension (subject to each Bank’s right to deny any such requested extension) of the current Termination Date in effect at any time by one year. The Borrower may exercise such right only by executing and delivering submitting a request for an extension substantially in the form of Exhibit I to the Administrative Agent at least 60 days, but no (an “Extension Request”) not more than 90 days, days and not less than 45 days prior to any each anniversary of this Agreement. The request shall specify (i) the Closing new Termination Date, which shall be one year after the Termination Date commencing with then in effect, and (ii) the first anniversary thereof date (which must be at least 45 days after the Extension Request is delivered to the Administrative Agent) as of which the next Termination Date shall be effective (the “Extension Date”), . The failure of the Company to request an extension on any applicable anniversary date shall not prevent the Company from requesting an extension on a written request for such extension (future anniversary date under this Section 2.18. Promptly upon receipt of an “Extension Request”). The , the Administrative Agent shall forward notify each Bank of the contents thereof and shall request each Bank to each Lender a copy of approve the Extension Request. Each Bank approving the Extension Request delivered shall deliver its written Extension Acceptance in the form of Exhibit J (“Acceptance of Extension”) no later than 15 days after receipt of notice from the Administrative Agent. An extension hereunder shall only be effective if an Acceptance of Extension is received by the Administrative Agent from the Required Banks within the time period set forth above. Failure of a Bank to the Agent promptly upon receipt thereofrespond to an Extension Request shall be deemed a denial of such request. Borrower understands that this Section has been included in this Agreement for Borrower’s convenience in requesting an extension and acknowledges that none of Lenders nor Agent has promised If any Bank does not accept such extension, then either (either expressly or impliedly), nor has any obligation or commitment whatsoever, to extend i) on the Termination Date at any time. If the Required Lenders shall have notified Agent on or prior then in effect with respect to the date which is 30 days prior such Bank (without giving effect to the Extension Request rejected by such Bank), (a) the Company shall pay to such Bank all amounts then payable to such Bank under this Agreement and the Note on its applicable Termination Date that they accept and (b) such Extension RequestBank’s Commitment shall terminate on the Termination Date applicable to such Bank or (ii) the Company may, thenwith the consent of the Administrative Agent (such consent not to be unreasonably withheld, subject conditioned or delayed), remove such Bank pursuant to the following terms of Section 2.4. In addition, if the Aggregate Revolving Exposure shall exceed the Commitments as of such date, the Company shall prepay the Loans and/or cash collateralize LC Exposure (in such amounts and on terms and conditions reasonably satisfactory to the Administrative Agent and the Issuing Banks) prior to such date so that the Aggregate Revolving Exposure is equal to or less than the aggregate Commitments remaining on such date after giving effect to the applicable terminations or removals. No extension pursuant to this Section 2.18 shall be effective as to any Bank unless, on the applicable Extension Date (ia) no Default or Event of Default shall exist and (iib) if an executive officer of the Company knows that a Potential Default shall exist or would result upon giving effect to such extension, the Company shall provide written notice thereof to the Administrative Agent and such Bank prior to such Bank agreeing to (or declining) the representations and warranties made or deemed made by the Borrower in the Loan Documents, shall be true and correct in all material respects on and as of the date of such extension with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents, the Termination Date shall be extended for one year with respect to the Commitment of each Lender accepting such Extension Request. If any Lender shall not have notified Agent on or prior to the date which is 30 days prior to the Extension Date that it accepts such Extension Request (or it expressly rejects such Extension Request), then the Termination Date shall not be extended with respect to the Commitment of such rejecting Lender (each such Lender a “Rejecting Lender”). The Agent shall promptly notify Borrower whether the Extension Request has been accepted or rejected as well as which Lender or Lenders rejected Borrower’s Extension Request.

Extension of Termination Date. Not later than the date 45 days prior to the applicable Termination Date then in effect, the Borrower may deliver to the Administrative Agent a notice requesting that the Term Loans be extended to such date as the Borrower may specify in such notice (a) The Borrower the “Extended Termination Date”), and the Administrative Agent shall promptly forward such notice to the Lenders. Within 10 days after its receipt of any such notice, each Lender shall notify the Administrative Agent of its willingness or unwillingness so to extend all of its Term Loans. Any Lender which shall fail so to notify the Administrative Agent within such period shall be deemed to have declined to extend its Term Loans. In the right, exercisable no event that Lenders having Term Loans equal to 35% or more than twice, to request an extension of the current aggregate Term Loans outstanding at such time shall be willing to extend their respective Term Loans, the Administrative Agent shall so notify the Borrower and each Lender and the applicableTermination Date for each consenting Lender shall without further action be extended to the Extended Termination Date. In the event that any Lender shall be unwilling to extend its Term Loans, the Term Loans of such Lender will not be extended and the applicable Termination Date as to that Lender shall remain unchanged. The scheduled amortization payments of principal of any extended Term Loans occurring after the original applicable Termination Date shall be determined by one yearthe Term Loan Lenders that have agreed to such extension and the Borrower. The Borrower may exercise such right only by executing replace any Lender that has not agreed to extend its Term Loans (a “Non-Extending Lender”) with an Assuming Lender pursuant to Section 2.04(c). Notwithstanding the terms of Section 10.01, the Borrower and delivering to the Administrative Agent at least 60 daysshall be entitled (with the consent of the extending Lenders, but no more than 90 days, prior without the consent of any other Lenders) to enter into any anniversary of amendments to this Agreement that the Closing Date commencing with Administrative Agent and the first anniversary thereof (the “Extension Date”), a written request for such Borrower believe are necessary to appropriately reflect any extension (an “Extension Request”). The Agent shall forward pursuant to each Lender a copy of the Extension Request delivered to the Agent promptly upon receipt thereof. Borrower understands that this Section has been included in this Agreement for Borrower’s convenience in requesting an extension and acknowledges that none of Lenders nor Agent has promised (either expressly or impliedly2.04(b), nor has any obligation or commitment whatsoever, to extend the Termination Date at any time. If the Required Lenders shall have notified Agent on or prior to the date which is 30 days prior to the Extension Date that they accept such Extension Request, then, subject to the following conditions on the Extension Date (i) no Default or Event of Default shall exist and (ii) the representations and warranties made or deemed made by the Borrower in the Loan Documents, shall be true and correct in all material respects on and as of the date of such extension with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents, the Termination Date shall be extended for one year with respect to the Commitment of each Lender accepting such Extension Request. If any Lender shall not have notified Agent on or prior to the date which is 30 days prior to the Extension Date that it accepts such Extension Request (or it expressly rejects such Extension Request), then the Termination Date shall not be extended with respect to the Commitment of such rejecting Lender (each such Lender a “Rejecting Lender”). The Agent shall promptly notify Borrower whether the Extension Request has been accepted or rejected as well as which Lender or Lenders rejected Borrower’s Extension Request.

Extension of Termination Date. The Borrower may, by written notice to the Agent (awhich shall promptly deliver a copy to each of the Lenders) not less than 45 days prior to any anniversary of the date hereof, request that the Lenders extend the Termination Date and the Commitments for an additional period of one year. Each Lender shall, by notice to the Borrower and the Agent given not later than the 20th day after the date of the Agent’s receipt of the Borrower’s extension request, advise the Borrower whether or not it agrees to the requested extension (each Lender agreeing to a requested extension being called a “Consenting Lender” and each Lender declining to agree to a requested extension being called a “Declining Lender”). Any Lender that has not so advised the Borrower and the Agent by such day shall be deemed to have declined to agree to such extension and shall be a Declining Lender. If Lenders constituting the Required Lenders shall have agreed to an extension request, then the Termination Date shall, as to the Consenting Lenders, be extended to the first anniversary of the Termination Date theretofore in effect. The decision to agree or withhold agreement to any Termination Date extension shall be at the sole discretion of each Lender. The Commitment of any Declining Lender shall terminate on the Termination Date in effect as to such Lender prior to giving effect to any such extension (such Termination Date being called the “Existing Termination Date”). The principal amount of any outstanding Advances made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the accounts of such Declining Lenders hereunder, shall be due and payable on the Existing Termination Date, and on the Existing Termination Date the Borrower shall also make such other prepayments of its Borrowings as shall be required in order that, after giving effect to the termination of the Commitments of, and all payments to, Declining Lenders pursuant to this sentence, the sum of the aggregate Advances and the aggregate Letter of Credit Exposures shall not exceed the aggregate Commitments. If, after making the prepayments pursuant to the immediately preceding sentence the sum of the aggregate Advances and the aggregate Letter of Credit Exposures exceed the aggregate Commitments, then the Borrower shall immediately deposit cash collateral in an account with the Agent, in the name of the Agent and for the benefit of the Lenders and the Issuing Banks (such deposit to be held by the Agent as collateral for the payment and performance of the obligations of the Borrower under this Agreement in accordance with Section 2.03(h)), in an amount such that, after giving effect to such cash collateralization and the termination of the Commitments of, and all payments to, Declining Lenders pursuant to the preceding sentence, the sum of the aggregate Advances and the aggregate Letter of Credit Exposures not cash collateralized in accordance with this sentence shall not exceed the aggregate Commitments. Notwithstanding the foregoing provisions of this Section 2.05(e), the Borrower shall have the right, exercisable no more than twicepursuant to Section 2.18(b), at any time prior to the Existing Termination Date, to replace a Declining Lender with a Lender or other financial institution that will agree to a request an for the extension of the current Termination Date, and any such replacement Lender shall for all purposes constitute a Consenting Lender. Notwithstanding the foregoing, no extension of the Termination Date by one year. The Borrower may exercise such right only by executing and delivering pursuant to this Section 2.05(e) shall become effective unless (i) on the Agent at least 60 days, but no more than 90 days, prior to any anniversary of the Closing Date commencing date hereof that immediately follows the date on which the Borrower delivers the applicable request for extension of the Termination Date, the conditions set forth in clauses (a) and (b) of Section 3.02 shall be satisfied (with all references in such clauses to a Borrowing being deemed to be references to such extension and without giving effect to the first anniversary thereof (parenthetical in Section 3.02(a)) and the “Extension Date”), a written request for such extension (an “Extension Request”). The Agent shall forward have received a certificate to each Lender a copy that effect dated such date and executed by the Chief Financial Officer or the Treasurer of the Extension Request delivered to the Agent promptly upon receipt thereof. Borrower understands that this Section has been included in this Agreement for Borrower’s convenience in requesting an extension and acknowledges that none of Lenders nor Agent has promised (either expressly or impliedly), nor has any obligation or commitment whatsoever, to extend the Termination Date at any time. If the Required Lenders shall have notified Agent on or prior to the date which is 30 days prior to the Extension Date that they accept such Extension Request, then, subject to the following conditions on the Extension Date (i) no Default or Event of Default shall exist and (ii) the representations and warranties made or deemed made by the Borrower in the Loan Documents, shall be true and correct in all material respects on and as of the date of such extension with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents, the Termination Date shall be extended for one year with respect to the Commitment of each Lender accepting such Extension Request. If any Lender shall not have notified Agent on or prior to the date which is 30 days prior to the Extension Date that it accepts such Extension Request (or it expressly rejects such Extension Request), then the Termination Date shall not be extended with respect to the Commitment of such rejecting Lender (each such Lender a “Rejecting Lender”). The Agent shall promptly notify Borrower whether the Extension Request has been accepted or rejected as well as which Lender or Lenders rejected Borrower’s Extension Request.

Extension of Termination Date. (a) The Borrower So long as no Event of Default has occurred and is continuing, the Company may request at any time and from time to time, in a notice substantially in the form attached hereto as Exhibit E or in such other form as shall have be acceptable to the rightAdministrative Agent (an “Termination Date Extension Request”) provided to the Administrative Agent, exercisable who shall promptly forward such notice to each of the Lenders, that the then-applicable Termination Date (the “Existing Termination Date”) be extended to the date that is one year after such Existing Termination Date (each such date, a “Requested Termination Date”); provided that (i) the Company may request such an extension no more than twice, to request an extension of the current Termination Date by one year. The Borrower may exercise such right only by executing and delivering to the Agent at least 60 days, but no more than 90 days, prior to any anniversary of two times after the Closing Date commencing with the first anniversary thereof (the “Extension Date”), a written request for such extension (an “Extension Request”). The Agent shall forward to each Lender a copy of the Extension Request delivered to the Agent promptly upon receipt thereof. Borrower understands that this Section has been included in this Agreement for Borrower’s convenience in requesting an extension and acknowledges that none of Lenders nor Agent has promised (either expressly or impliedly), nor has any obligation or commitment whatsoever, to extend the Termination Date at any time. If the Required Lenders shall have notified Agent on or prior to the date which is 30 days prior to the Extension Date that they accept such Extension Request, then, subject to the following conditions on the Extension Date (i) no Default or Event of Default shall exist and (ii) the representations and warranties made or deemed made by the Borrower in the Loan Documents, shall be true and correct in all material respects on and as of the date of such extension with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents, the Termination Date shall be extended for one year with respect to the Commitment of each Lender accepting such Extension Request. If any Lender shall not have notified Agent on or prior to the date which is 30 days prior to the Extension Date that it accepts such Extension Request (or it expressly rejects such Extension Request), then the Requested Termination Date shall not be extended later than the date that is five years after the proposed Extension Effectiveness Date. Each Lender, acting in its sole discretion, shall, not later than a date 20 days after its receipt of any Termination Date Extension Request, notify the Company and the Administrative Agent in writing of its election to extend or not to extend the Existing Termination Date with respect to its Commitment. Any Lender which shall not timely notify the Company and the Administrative Agent of its election to extend the Existing Termination Date shall be deemed not to have elected to extend the Existing Termination Date with respect to its Commitment (any Lender who timely notifies the Company and the Administrative Agent of such rejecting Lender (each such Lender an election not to extend or fails to timely notify the Company and the Administrative Agent of its election being referred to as a “Rejecting Terminating Lender”). The Agent No Lender shall promptly notify Borrower whether have any obligation to extend the Extension Request has been accepted or rejected as well as Existing Termination Date without such Lender’s written consent, which Lender or Lenders rejected Borrowermay be withheld in such Lxxxxx’s Extension Requestsole discretion.

Extension of Termination Date. (a) The Borrower shall have the right, exercisable no more than twiceonce, to request an extension of the current Termination Date by one year. The Borrower may exercise such right only by executing and delivering to the Agent at least 60 days, but no more than 90 days, prior to any anniversary of the Closing Date commencing with the first anniversary thereof (the “Extension Date”), a written request for such extension (an “Extension Request”). The Agent shall forward to each Lender a copy of the Extension Request delivered to the Agent promptly upon receipt thereof. Borrower understands that this Section has been included in this Agreement for Borrower’s convenience in requesting an extension and acknowledges that none of Lenders nor Agent has promised (either expressly or impliedly), nor has any obligation or commitment whatsoever, to extend the Termination Date at any time. If the Required Lenders shall have notified Agent on or prior to the date which is 30 days prior to the Extension Date that they accept such Extension Request, then, subject to the following conditions on the Extension Date (i) no Default or Event of Default shall exist and (ii) the representations and warranties made or deemed made by the Borrower in the Loan Documents, shall be true and correct in all material respects on and as of the date of such extension with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents, the Termination Date shall be extended for one year with respect to the Commitment of each Lender accepting such Extension Request. If any Lender shall not have notified Agent on or prior to the date which is 30 days prior to the Extension Date that it accepts such Extension Request (or it expressly rejects such Extension Request), then the Termination Date shall not be extended with respect to the Commitment of such rejecting Lender (each such Lender a “Rejecting Lender”). The Agent shall promptly notify Borrower whether the Extension Request has been accepted or rejected as well as which Lender or Lenders rejected Borrower’s Extension Request.

Extension of Termination Date. (a) The Borrower shall have Company, on behalf of itself and the rightother Borrowers, exercisable no more than twice, to may request an extension one-year extensions of the current Termination Date by one year. The Borrower may exercise such right only by executing and delivering submitting a request for an extension to the Administrative Agent at least 60 days(each, but an "Extension Request") no more Sidley Xxxxxx Xxxxx & Xxxx than 90 days, prior to any anniversary of the Closing Date commencing with the first anniversary thereof sixty (the “Extension Date”), a written request for such extension 60) and no less than thirty (an “Extension Request”). The Agent shall forward to each Lender a copy of the Extension Request delivered to the Agent promptly upon receipt thereof. Borrower understands that this Section has been included in this Agreement for Borrower’s convenience in requesting an extension and acknowledges that none of Lenders nor Agent has promised (either expressly or impliedly), nor has any obligation or commitment whatsoever, to extend the Termination Date at any time. If the Required Lenders shall have notified Agent on or prior to the date which is 30 30) days prior to the then effective Termination Date, which Extension Date that they accept such Extension Request, then, subject to the following conditions on the Extension Date Request shall specify (i) no Default or Event of Default the new Termination Date requested by the Borrowers, which new Termination Date shall exist be a date not later than 364 days after the "Response Date" (as defined below) and (ii) the representations date (which must be not more than thirty (30) days nor less than fifteen (15) days prior to the then effective Termination Date) as of which the Lenders must respond to the Extension Request (the "Response Date"). Promptly upon receipt of an Extension Request, the Administrative Agent shall notify each Lender thereof and warranties made or deemed made shall request each Lender to approve the Extension Request. Each Lender approving the Extension Request shall deliver its written consent no later than the Response Date (and the failure to provide such written consent by the Borrower in the Loan Documents, such date shall be true and correct in all material respects on and as deemed to be a decision not to extend). The Commitment of the date of such extension with the same force and effect as if made on and as of such date except each Lender that declines to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents, the Termination Date shall be extended for one year extend with respect to the Aggregate Commitment may, at the option of the Company, be replaced in accordance with Section 14.3 (but only to the extent a replacement Lender is then available) or the Aggregate Commitment reduced. All Obligations due to each Lender that declines to extend its Commitment under this Section 2.22 shall be paid in full by the Borrowers to the Administrative Agent for the account of each such Lender accepting such Extension Request. If any Lender shall not have notified Agent on or prior to the date which is 30 days prior to the Extension Date that it accepts such Extension Request (or it expressly rejects such Extension Request), then the effective Termination Date shall not be extended (without giving effect to any such requested extension thereto). The Required Lenders and the Borrowers must agree to any extension with respect to the Commitment of Termination Date for any such rejecting Lender (each such Lender a “Rejecting Lender”). The extension to become effective, and the Administrative Agent shall promptly notify Borrower whether the Extension Request has been accepted or rejected as well as which Borrowers and each Lender or Lenders rejected Borrower’s Extension Requestof any new Termination Date.

Extension of Termination Date. (a) The Borrower shall have the right, exercisable no more than twice, to request an extension of the current Termination Date by one year. The Borrower may exercise such right only by executing and delivering to the Agent at least 60 days, but no more than 90 days, prior to any anniversary of the Closing Date commencing with the first anniversary thereof (the “Extension Date”), a written request for such extension (an “Extension Request”). The Agent shall forward to each Lender a copy of the Extension Request delivered to the Agent promptly upon receipt thereof. LEGAL02/33561677v8 Borrower understands that this Section has been included in this Agreement for Borrower’s convenience in requesting an extension and acknowledges that none of Lenders nor Agent has promised (either expressly or impliedly), nor has any obligation or commitment whatsoever, to extend the Termination Date at any time. If the Required Lenders shall have notified Agent on or prior to the date which is 30 days prior to the Extension Date that they accept such Extension Request, then, subject to the following conditions on the Extension Date (i) no Default or Event of Default shall exist and (ii) the representations and warranties made or deemed made by the Borrower in the Loan Documents, shall be true and correct in all material respects on and as of the date of such extension with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents, the Termination Date shall be extended for one year with respect to the Commitment of each Lender accepting such Extension Request. If any Lender shall not have notified Agent on or prior to the date which is 30 days prior to the Extension Date that it accepts such Extension Request (or it expressly rejects such Extension Request), then the Termination Date shall not be extended with respect to the Commitment of such rejecting Lender (each such Lender a “Rejecting Lender”). The Agent shall promptly notify Borrower whether the Extension Request has been accepted or rejected as well as which Lender or Lenders rejected Borrower’s Extension Request.

Extension of Termination Date. (a) The Borrower No later than one year prior to the Termination Date then in effect, provided that no Event of Default shall have occurred and be continuing, the right, exercisable no more than twice, to Borrowers may request an extension of the current such Termination Date by one year. The Borrower may exercise such right only by executing and delivering submitting to the Administrative Agent at least 60 days, but no more than 90 days, prior to any anniversary an Extension Request containing the information in respect of the Closing Date commencing with the first anniversary thereof (the “Extension Date”), a written request for such extension (specified in Exhibit I, which the Administrative Agent shall promptly furnish to each Bank. If, within 30 days of their receipt of an “Extension Request”). The Agent , the Required Banks shall forward to each Lender a copy approve in writing the extension of the Extension Request delivered to the Agent promptly upon receipt thereof. Borrower understands that this Section has been included in this Agreement for Borrower’s convenience in requesting an extension and acknowledges that none of Lenders nor Agent has promised (either expressly or impliedly), nor has any obligation or commitment whatsoever, to extend the Termination Date at any time. If the Required Lenders shall have notified Agent on or prior to the date which is 30 days prior to the Extension Date that they accept requested in such Extension Request, then, subject to the following conditions on the Extension Date (i) no Default or Event of Default shall exist and (ii) the representations and warranties made or deemed made by the Borrower in the Loan Documents, shall be true and correct in all material respects on and as of the date of such extension with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents, the Termination Date shall automatically and without any further action by any Person be extended for the period specified in such Extension Request; PROVIDED that (i) each extension pursuant to this subsection 2.16 shall be for a maximum of one year with respect year, (ii) after giving effect to any extension, the Termination Date shall not be more than five years after the date such extension is approved by the Required Banks and (iii) the Commitment of each Lender accepting any Bank which does not consent in writing to such Extension Request. If any Lender shall not have notified Agent on or prior to the date which is extension within 30 days prior to the Extension Date that it accepts of its receipt of such Extension Request (or it expressly rejects an "OBJECTING BANK") shall, unless earlier terminated in accordance with this Agreement, expire on the Termination Date in effect on the date of such Extension Request (such Termination Date, if any, referred to as the "COMMITMENT EXPIRATION DATE" with respect to such Objecting Bank). If, within 30 days of their receipt of an Extension Request), then the Required Banks shall not approve in writing the extension of the Termination Date requested in an Extension Request, the Termination Date shall not be extended with respect pursuant to the Commitment of such rejecting Lender (each such Lender a “Rejecting Lender”)Extension Request. The Administrative Agent shall promptly notify Borrower whether (y) the Extension Request has been accepted or rejected as well as Banks and the Borrowers of any extension of the Termination Date pursuant to this subsection 2.16 and (z) the Borrowers and any other Bank of any Bank which Lender or Lenders rejected Borrower’s Extension Requestbecomes an Objecting Bank.

Extension of Termination Date. (a) The Borrower Not less than 60 days and not more than 90 days prior to the Termination Date then in effect, provided that no Event of Default shall have occurred and be continuing, the right, exercisable no more than twice, to Borrowers may request an extension of the current such Termination Date by one year. The Borrower may exercise such right only by executing and delivering submitting to the Administrative Agent at least 60 daysan Extension Request containing the information in respect of such extension specified in Exhibit I, but no which the Administrative Agent shall promptly furnish to each Bank. Each Bank shall, not less than 30 days and not more than 90 days, 60 days prior to any anniversary the Termination Date then in effect, notify the Borrowers and the Administrative Agent of its election to extend or not extend the Closing Termination Date commencing with the first anniversary thereof (the “Extension Date”), a written request for as requested in such extension (an “Extension Request”). The Agent shall forward to each Lender a copy Notwithstanding any provision of the Extension Request delivered this Agreement to the Agent promptly upon receipt thereof. Borrower understands that this Section has been included in this Agreement for Borrower’s convenience in requesting an extension and acknowledges that none contrary, any notice by any Bank of Lenders nor Agent has promised (either expressly or impliedly), nor has any obligation or commitment whatsoever, its willingness to extend the Termination Date shall be revocable by such Bank in its sole and absolute discretion at any time. If the Required Lenders shall have notified Agent on or time prior to the date which is 30 days prior to the Extension Termination Date that they accept then in effect. If the Required Banks shall approve in writing the extension of the Termination Date requested in such Extension Request, then, subject to the following conditions on Termination Date shall automatically and without any further action by any Person be extended for the period specified in such Extension Date Request; provided that (i) no Default or Event each extension pursuant to this subsection 2.16 shall be for a maximum of Default shall exist 364 days and (ii) the representations Commitment of any Bank which does not consent in writing to such extension not less than 30 days and warranties made or deemed made by not more than 60 days prior to the Borrower Termination Date then in effect (an "Objecting Bank") shall, unless earlier terminated in accordance with this Agreement, expire on the Loan Documents, shall be true and correct Termination Date in all material respects effect on and as of the date of such extension with Extension Request (such Termination Date, if any, referred to as the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents, the Termination Date shall be extended for one year "Commitment Expiration Date" with respect to the Commitment of each Lender accepting such Extension RequestObjecting Bank). If any Lender shall If, not have notified Agent on or prior to the date which is less than 30 days and not more than 60 days prior to the Extension Termination Date that it accepts such Extension Request (or it expressly rejects such then in effect, the Required Banks shall not approve in writing the extension of the Termination Date requested in an Extension Request), then the Termination Date shall not be extended with respect pursuant to the Commitment of such rejecting Lender (each such Lender a “Rejecting Lender”)Extension Request. The Administrative Agent shall promptly notify Borrower whether (y) the Extension Request has been accepted or rejected as well as Banks and the Borrowers of any extension of the Termination Date pursuant to this subsection 2.16 and (z) the Borrowers and any other Bank of any Bank which Lender or Lenders rejected Borrower’s Extension Requestbecomes an Objecting Bank.

Extension of Termination Date. The Termination Date may be extended once in each year, in the manner set forth in this Section, on November 30, 2000 and on each anniversary of such date which falls not less than one year prior to the Termination Date (aas theretofore extended) The for a period of one year after the date on which the Termination Date would otherwise have occurred. If the Borrower wishes to extend the Termination Date, it shall give written notice to that effect to the Administrative Agent not less than 90 days nor more than 150 days following the delivery to the Administrative Agent of the audited annual financial statements of Borrower in accordance with Section 5.01(b), whereupon the Administrative Agent shall notify each of the Lenders of such notice. Each Lender will respond to such request, whether affirmatively or negatively, within 30 days (the "Response Date"). If a Lender or Lenders respond negatively or fail to timely respond to such request, but such non-extending Lender(s) have Commitment(s) aggregating less than 33 1/3% of the aggregate amount of the Commitments, the Borrower shall, for a period of up to 60 days following the Response Date (but in any event not later than 15 days prior to the then effective Termination Date), have the right, exercisable no more than twicewith the assistance of the Administrative Agent, to seek a mutually satisfactory substitute financial institution or financial institutions (which may be one or more of the Lenders) to assume the Commitment(s) of such non-extending Lender(s). No Lender which fails to consent shall be deemed to have consented to a request by the Borrower under this Section. Not later than the third Domestic Business Day prior to the end of such period (whether of 60 days or shorter), the Borrower shall, by notice to the Lenders through the Administrative Agent, either (i) terminate, effective on the third Domestic Business Day after the giving of such notice, the Commitment(s) of such non-extending Lender(s), whereupon the Lenders who have consented to the extension shall continue with their commitments unaffected to lend subject to the terms of this Agreement to the new Termination Date, or (ii) designate one or more new financial institutions reasonably acceptable to the Administrative Agent to assume the Commitments of such non-extending Lenders, whereupon the aggregate amount of such Commitment(s) shall be assumed by such substitute financial institution or financial institutions within such 60-day period or (iii) withdraw its request for an extension of the current Termination Date by one yearDate, in which the Commitments shall continue unaffected. The Borrower may exercise such right only by executing and delivering to the Agent at least 60 days, but no more than 90 days, prior to any anniversary failure of the Closing Date commencing Borrower to timely take the actions contemplated by clause (i) or (ii) of the preceding sentence shall be deemed a withdrawal of its request for an extension as contemplated by clause (ii) whether or not notice to such effect is given. So long as Lenders having Commitment(s) totaling not less than 66 2/3% of the aggregate amount of the Commitment(s) shall have responded affirmatively to such a request, and such request is not withdrawn in accordance with the first anniversary thereof (the “Extension Date”), a written request for such extension (an “Extension Request”). The Agent shall forward to each Lender a copy of the Extension Request delivered to the Agent promptly upon receipt thereof. Borrower understands that this Section has been included in this Agreement for Borrower’s convenience in requesting an extension and acknowledges that none of Lenders nor Agent has promised (either expressly or impliedly), nor has any obligation or commitment whatsoever, to extend the Termination Date at any time. If the Required Lenders shall have notified Agent on or prior to the date which is 30 days prior to the Extension Date that they accept such Extension Requestpreceding sentence, then, subject to the following conditions on the Extension Date (i) no Default or Event of Default shall exist and (ii) the representations and warranties made or deemed made receipt by the Borrower Administrative Agent of counterparts of an Extension Agreement in substantially the Loan Documents, shall be true form of Exhibit K duly completed and correct in signed by all material respects on and as of the date of such extension with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date parties hereto (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documentsother than non-consenting Lenders), the Termination Date shall be extended for one year with respect to the Commitment of each Lender accepting such Extension Request. If any Lender shall not have notified Agent on or prior to the date which is 30 days prior to period set forth in this Section 2.23 and in the Extension Date that it accepts such Extension Request (or it expressly rejects such Extension Request), then the Termination Date shall not be extended with respect to the Commitment of such rejecting Lender (each such Lender a “Rejecting Lender”). The Agent shall promptly notify Borrower whether the Extension Request has been accepted or rejected as well as which Lender or Lenders rejected Borrower’s Extension RequestAgreement.

Extension of Termination Date. (a) The Borrower No later than one year prior to the Termination Date then in effect, provided that no Event of Default shall have occurred and be continuing, the right, exercisable no more than twice, to Borrowers may request an extension of the current such Termination Date by one year. The Borrower may exercise such right only by executing and delivering submitting to the Administrative Agent at least 60 days, but no more than 90 days, prior to any anniversary an Extension Request containing the information in respect of the Closing Date commencing with the first anniversary thereof (the “Extension Date”), a written request for such extension (specified in Exhibit I, which the Administrative Agent shall promptly furnish to each Bank. If, within 30 days of their receipt of an “Extension Request”). The Agent , the Majority Banks shall forward to each Lender a copy approve in writing the extension of the Extension Request delivered to the Agent promptly upon receipt thereof. Borrower understands that this Section has been included in this Agreement for Borrower’s convenience in requesting an extension and acknowledges that none of Lenders nor Agent has promised (either expressly or impliedly), nor has any obligation or commitment whatsoever, to extend the Termination Date at any time. If the Required Lenders shall have notified Agent on or prior to the date which is 30 days prior to the Extension Date that they accept requested in such Extension Request, then, subject to the following conditions on the Extension Date (i) no Default or Event of Default shall exist and (ii) the representations and warranties made or deemed made by the Borrower in the Loan Documents, shall be true and correct in all material respects on and as of the date of such extension with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents, the Termination Date shall automatically and without any further action by any Person be extended for the period specified in such Extension Request; provided that (i) each extension pursuant to this subsection 2.16 shall be for a maximum of one year with respect year, (ii) after giving effect to any extension, the Termination Date shall not be more than five years after the date such extension is approved by the Majority Banks and (iii) the Commitment of each Lender accepting any Bank which does not consent in writing to such Extension Request. If any Lender shall not have notified Agent on or prior to the date which is extension within 30 days prior to the Extension Date that it accepts of its receipt of such Extension Request (or it expressly rejects an “Objecting Bank”) shall, unless earlier terminated in accordance with this Agreement, expire on the Termination Date in effect on the date of such Extension Request (such Termination Date, if any, referred to as the “Commitment Expiration Date” with respect to such Objecting Bank). If, within 30 days of their receipt of an Extension Request), then the Majority Banks shall not approve in writing the extension of the Termination Date requested in an Extension Request, the Termination Date shall not be extended with respect pursuant to the Commitment of such rejecting Lender (each such Lender a “Rejecting Lender”)Extension Request. The Administrative Agent shall promptly notify Borrower whether (y) the Extension Request has been accepted or rejected as well as Banks and the Borrowers of any extension of the Termination Date pursuant to this subsection 2.16 and (z) the Borrowers and any other Bank of any Bank which Lender or Lenders rejected Borrower’s Extension Requestbecomes an Objecting Bank.

Extension of Termination Date. (a) The Borrower shall have the right, exercisable no more than twice, to may request an extension of the current Termination Date in effect at such time by one yearyear from its then scheduled expiration by giving notice of such request (an “Extension Request”) to the Agent. No more than two Extension Requests shall be delivered by the Borrower. Each such Extension Request shall indicate the date by which responses are requested (which shall not be less than ten Business Days after the date of such Extension Request). The Agent shall promptly notify each Lender of such request, and each Lender shall in turn, in its sole discretion, not later than the date indicated in such Extension Request, notify the Borrower may exercise such right only by executing and delivering to the Agent at least 60 days, but no more than 90 days, prior in writing as to whether such Lender will consent to such Extension Request. If any Lender shall fail to timely notify the Agent and the Borrower in writing of its consent to any anniversary such Extension Request, such Lender shall be deemed to be a Non-Consenting Lender with respect to such request. (b) If all the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.19, the Closing Termination Date commencing with in effect at such time shall, effective as at the first anniversary thereof date indicated in the applicable Extension Request (the “Extension Date”), be extended for one year; provided that on each Extension Date the applicable conditions set forth in Article III shall be satisfied. If less than all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.19, the Termination Date in effect at such time shall, effective as at the applicable Extension Date and subject to subsection (d) of this Section 2.19, be extended as to those Lenders that so consented (each a written request for such extension “Consenting Lender”) but shall not be extended as to any other Lender (an each a “Extension RequestNon- Consenting Lender”). The Agent shall forward to each Lender a copy of To the Extension Request delivered to the Agent promptly upon receipt thereof. Borrower understands extent that this Section has been included in this Agreement for Borrower’s convenience in requesting an extension and acknowledges that none of Lenders nor Agent has promised (either expressly or impliedly), nor has any obligation or commitment whatsoever, to extend the Termination Date at is not extended as to any time. If Lender pursuant to this Section 2.19 and the Required Lenders shall have notified Agent Commitment(s) of such Lender is not assumed in accordance with subsection (c) of this Section 2.19 on or prior to the date which is 30 days applicable Extension Date, the Commitment(s) of such Non- Consenting Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the Borrower, such Lender or any other Person; provided that such Non-Consenting Lender’s rights under Sections 2.11, 2.14 and 8.04, and its obligations under Section 7.05, shall survive the Termination Date for such Lender as to matters occurring prior to the Extension Date such date. It is understood and agreed that they accept such Extension Request, then, subject no Lender shall have any obligation whatsoever to the following conditions on the Extension Date (i) no Default or Event of Default shall exist and (ii) the representations and warranties made or deemed agree to any request made by the Borrower in for any requested extension of the Loan DocumentsTermination Date. (c) If less than all of the Lenders consent to any such request pursuant to subsection (a) of this Section 2.19, shall be true the Borrower may arrange for one or more Consenting Lenders or other Eligible Assignees approved by the Agent, each Issuing Bank and correct in all material respects on and each Swing Line Bank as Assuming Lenders to assume, effective as of the date Extension Date, any Non-Consenting Lender’s Commitment(s) and all of the obligations of such extension with Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting Lender; provided, however, that the same force and effect amount of the Revolving Credit Commitment of any such Assuming Lender as if made on and as a result of such date except to substitution shall in no event be less than $5,000,000 unless the extent that amount of the Commitment of such representations and warranties expressly relate solely to an earlier date (Non-Consenting Lender is less than $5,000,000, in which case such representations Assuming Lender shall assume all of such lesser amount; and warranties provided further that: (i) any such Consenting Lender or Assuming Lender shall have paid to such Non- Consenting Lender (A) the aggregate principal amount of, and any interest accrued and unpaid to the effective date of the assignment on, the outstanding Advances, if any, of such Non- Consenting Lender plus (B) any accrued but unpaid facility fees owing to such Non-Consenting Lender as of the effective date of such assignment; (ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been true paid to such Non-Consenting Lender; and correct in all material respects on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents, the Termination Date shall be extended for one year with respect to the Commitment of each Lender accepting such Extension Request. If any Lender shall not have notified Agent on or prior to the date which is 30 days prior to the Extension Date that it accepts such Extension Request (or it expressly rejects such Extension Request), then the Termination Date shall not be extended with respect to the Commitment of such rejecting Lender (each such Lender a “Rejecting Lender”). The Agent shall promptly notify Borrower whether the Extension Request has been accepted or rejected as well as which Lender or Lenders rejected Borrower’s Extension Request.33 NYDOCS02/1188161

Extension of Termination Date. (a) The Borrower shall have the right, exercisable no more than twice, to Exelon may request an extension of the current scheduled Termination Date for all Borrowers by one year. The Borrower may exercise such right only by executing and delivering submitting a request for an extension to the Administrative Agent at least 60 days, but (an "Extension Request") no more than 90 days, prior to any anniversary of the Closing Date commencing with the first anniversary thereof (the “Extension Date”), a written request for such extension (an “Extension Request”). The Agent shall forward to each Lender a copy of the Extension Request delivered to the Agent promptly upon receipt thereof. Borrower understands that this Section has been included in this Agreement for Borrower’s convenience in requesting an extension and acknowledges that none of Lenders nor Agent has promised (either expressly or impliedly), nor has any obligation or commitment whatsoever, to extend the Termination Date at any time. If the Required Lenders shall have notified Agent on or prior to the date which is 30 60 days prior to the scheduled Termination Date then in effect. The Extension Request must specify the new scheduled Termination Date that they accept requested by Exelon and the date (which must be at least 30 days after the Extension Request is delivered to the Administrative Agent) as of which the Lenders must respond to the Extension Request (the "Response Date"). The new scheduled Termination Date shall be 364 days after the scheduled Termination Date in effect at the time an Extension Request is received, including the scheduled Termination Date as one of the days in the calculation of the days elapsed. Promptly upon receipt of an Extension Request, the Administrative Agent shall notify each Lender of the contents thereof and shall request each Lender to approve such Extension Request, then, subject to the following conditions on the Extension Date (i) no Default or Event of Default shall exist and (ii) the representations and warranties made or deemed made by the Borrower in the Loan Documents, which approval shall be true and correct in all material respects on and as of at the date of such extension with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents, the Termination Date shall be extended for one year with respect to the Commitment sole discretion of each Lender. Each Lender accepting such Extension Request. If any Lender shall not have notified Agent on or prior to the date which is 30 days prior to the Extension Date that it accepts approving such Extension Request shall deliver its written consent no later than the Response Date. If the written consent of each of the Lenders (or it expressly rejects such excluding any Person which ceases to be a Lender pursuant to Section 8.07(g)(iii)) is received by the Administrative Agent, the new scheduled Termination Date specified in the Extension Request shall become effective on the existing scheduled Termination Date and the Administrative Agent shall promptly notify each Borrower and each Lender of the new scheduled Termination Date. If all Lenders (including any Person which becomes a Lender pursuant to Section 8.07(g)) do not consent to an Extension Request), then the scheduled Termination Date shall not be extended with respect pursuant to the Commitment of such rejecting Lender (each such Lender a “Rejecting Lender”). The Agent shall promptly notify Borrower whether the Extension Request has been accepted or rejected as well as which Lender or Lenders rejected Borrower’s Extension Request.

Extension of Termination Date. (a) The Borrower shall have the right, exercisable no At least 45 days but not more than twice75 days prior to any Anniversary Date, the Borrower, by written notice to the Designated Agent, may request an extension of the current Termination Date in effect at such time by one year. The calendar year from its then scheduled date; provided, however, that if the Borrower may exercise such right only by executing and delivering to does not request an extension of the Agent at least 60 days, but no more than 90 days, Termination Date in a timely manner prior to any anniversary Anniversary Date it may, but shall not be obligated to, request that the Termination Date be extended for two consecutive calendar years from its then scheduled date by making a request therefor in a timely manner prior to the next succeeding Anniversary Date. The Designated Agent shall promptly notify each Lender of such request, and each Lender shall in turn, in its sole discretion, not later than 30 days prior to such next Anniversary Date, notify the Borrower and the Designated Agent in writing as to whether such Lender will consent to such extension. If any Lender shall fail to notify the Designated Agent and the Borrower in writing of its consent to any such request for extension of the Closing Termination Date commencing at least 30 days prior to the next Anniversary Date, such Lender shall be deemed to be a Declining Lender with respect to such request. The Designated Agent shall notify the first anniversary thereof Borrower not later than 25 days prior to such next Anniversary Date of the decision of the Lenders regarding the Borrower’s request for an extension of the Termination Date. (b) If all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.20, the Termination Date in effect at such time shall, effective as at such next Anniversary Date (the “Extension Date”), be extended for one calendar year or two calendar years, as properly requested; provided that on each Extension Date, no Event of Default, or event that with the giving of notice or passage of time or both would constitute an Event of Default, shall have occurred and be continuing, or shall occur as a written consequence thereof. If less than all of the Lenders consent in writing to any such request for in accordance with subsection (a) of this Section 2.20, the Termination Date in effect at such extension time shall, effective as at the applicable Extension Date, be extended as to those Lenders that so consented (each, an “Extension RequestExtending Lender”) but shall not be extended as to any other Lender (each, a “Declining Lender”). The Agent shall forward to each Lender a copy of To the Extension Request delivered to the Agent promptly upon receipt thereof. Borrower understands extent that this Section has been included in this Agreement for Borrower’s convenience in requesting an extension and acknowledges that none of Lenders nor Agent has promised (either expressly or impliedly), nor has any obligation or commitment whatsoever, to extend the Termination Date at is not extended as to any time. If Lender pursuant to this Section 2.20 and the Required Lenders shall have notified Agent Commitment of such Lender is not assumed in accordance with subsection (c) of this Section 2.20 on or prior to the date which is 30 days applicable Extension Date, the Commitment of such Declining Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the Borrower, such Lender or any other Person and any outstanding Advances due to such Declining Lender shall be paid in full on such unextended Termination Date (and on such unextended Termination Date the Borrower shall also make such other prepayments of Advances as shall be required in order that, after giving effect thereto and to the termination of the Commitments of, and all payments to, the Declining Lenders pursuant to this sentence, the sum of (A) the aggregate principal amount of all Advances and Letter of Credit Liabilities denominated in Dollars then outstanding and (B) the Equivalent in Dollars of the aggregate principal amount of all Advances and Letter of Credit Liabilities denominated in Committed Currencies then outstanding will not exceed 39 the aggregate Commitments); provided that such Declining Lender’s rights under Sections 2.11, 2.14, 9.04 and 9.08, and its obligations under Section 8.05, shall survive the Termination Date for such Lender as to matters occurring prior to the Extension Date such date. It is understood and agreed that they accept such Extension Request, then, subject no Lender shall have any obligation whatsoever to the following conditions on the Extension Date (i) no Default or Event of Default shall exist and (ii) the representations and warranties made or deemed agree to any request made by the Borrower in for any requested extension of the Loan DocumentsTermination Date. (c) If there are any Declining Lenders, shall be true and correct in all material respects on and the Borrower may arrange for one or more Extending Lenders or other Eligible Assignees to assume, effective as of the date Extension Date, any Declining Lender’s Commitment and all of the obligations of such extension with Declining Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Declining Lender; provided, however, that the same force and effect amount of the Commitment of any such Assuming Lender as if made on and as a result of such date except to substitution shall in no event be less than $25,000,000 unless the extent that amount of the Commitment of such representations and warranties expressly relate solely to an earlier date (Declining Lender is less than $25,000,000, in which case such representations Assuming Lender shall assume all of such lesser amount; provided further that: (i) any such Extending Lender or Assuming Lender shall have paid to such Declining Lender (A) the aggregate principal amount of, and warranties any interest accrued and unpaid to the effective date of the assignment on, the outstanding Advances, if any, of such Declining Lender plus (B) any accrued but unpaid fees owing to such Declining Lender as of the effective date of such assignment; (ii) all additional cost reimbursements, expense reimbursements and indemnities payable to such Declining Lender, and all other accrued and unpaid amounts owing to such Declining Lender hereunder, as of the effective date of such assignment shall have been true paid to such Declining Lender; and correct (iii) with respect to any such Assuming Lender, any applicable processing and recordation fee required under Section 9.07(a) for such assignment shall have been paid; provided further that such Declining Lender’s rights under Sections 2.11, 2.14, 9.04 and 9.08, and its obligations under Section 8.05, shall survive such substitution as to matters occurring prior to the date of substitution. At least three Business Days prior to any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the Borrower and the Designated Agent an assumption agreement, in form and substance satisfactory to the Borrower and the Designated Agent (an “Assumption Agreement”), duly executed by such Assuming Lender, such Declining Lender, the Borrower and the Designated Agent, (B) any such Extending Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Designated Agent as to the increase in the amount of its Commitment and (C) each Declining Lender being replaced pursuant to this Section 2.20 shall deliver to the Designated Agent on or before such date any Note or Notes held by such Declining Lender. Upon the payment or prepayment of all material respects on amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Extending Lender or Assuming Lender, as of the Extension Date, will be substituted for such Declining Lender under this Agreement and shall be a Lender for all purposes of this Agreement, without any further acknowledgment by or the consent of the other 40 Lenders, and the obligations of each such Declining Lender hereunder shall, by the provisions hereof, be released and discharged. (d) If all of the Extending and Assuming Lenders (after giving effect to any assignments and assumptions pursuant to subsection (c) of this Section 2.20) consent in writing to a requested extension (whether by written consent pursuant to subsection (a) of this Section 2.20, by execution and delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date, the Designated Agent shall so notify the Borrower, and, so long as no Event of Default, or event that with the giving of notice or passage of time or both would constitute an Event of Default, shall have occurred and be continuing as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan DocumentsExtension Date, or shall occur as a consequence thereof, the Termination Date then in effect shall be extended for one the additional one-year period or two-year period, as the case may be, as described in subsection (a) of this Section 2.20, and all references in this Agreement, and in the Notes, if any, to the “Termination Date” shall, with respect to the Commitment of each Extending Lender accepting and each Assuming Lender for such Extension Request. If any Lender shall not have notified Agent on or prior Date, refer to the date which is 30 days prior to the Extension Date that it accepts such Extension Request (or it expressly rejects such Extension Request), then the Termination Date as so extended. Promptly following each Extension Date, the Designated Agent shall not be extended notify the Lenders (including, without limitation, each Assuming Lender) of the extension of the scheduled Termination Date in effect immediately prior thereto and shall thereupon record in the Register the relevant information with respect to the Commitment of such rejecting Lender (each such Extending Lender a “Rejecting and each such Assuming Lender”). The Agent shall promptly notify Borrower whether the Extension Request has been accepted or rejected as well as which Lender or Lenders rejected Borrower’s Extension Request.SECTION 2.21

Extension of Termination Date. The Borrower may, by written notice to the Agent (awhich shall promptly deliver a copy to each of the Lenders in the applicable Class) (i) not less than 45 days prior to any anniversary of the Effective Date, and on not more than two occasions, request that the Revolving Lenders extend the Termination Date and the Revolving Commitments for an additional periodinitial extension period to August 3, 2022, and, thereafter, make unlimited requests for additional extension periods of one year and (ii) not less than 45 days prior to any anniversary of the effective date of any applicable Incremental Term Loan Agreement, make unlimited requests that the applicable Series of Incremental Term Lenders extend the Incremental Term Loan Termination Date with respect to such Series for an additional period of one year. Each Lender in the applicable Class shall, by notice to the Borrower and the Agent given not later than the 20th day after the date of the Agent’s receipt of the Borrower’s extension request, advise the Borrower whether or not it agrees to the requested extension (each such Lender in the applicable Class agreeing to a requested extension being called a “Consenting Lender” and each such Lender in the applicable Class declining to agree to a requested extension being called a “Declining Lender”). Any Lender in the applicable Class that has not so advised the Borrower and the Agent by such day shall be deemed to have declined to agree to such extension and shall be a Declining Lender. If (i) Revolving Lenders constituting the Required Revolving Lenders shall have agreed to an extension request, then the Termination Date shall, as to the Consenting Lenders in the applicable Class, be extended to the first anniversary of the Termination Date theretofore in effectextension date so agreed by such Consenting Lenders and (ii) Incremental Term Lenders constituting the Required Incremental Term Lenders for such Series shall have agreed to an extension request, then the applicable Incremental Term Loan Termination Date for such Series shall, as to the Consenting Lenders in the applicable Class, be extended to the first anniversary of the applicable Incremental Term Loan Termination Date theretofore in effectextension date so agreed by such Consenting Lenders. The decision to agree or withhold agreement to any Termination Date extension or Incremental Term Loan Termination Date extension, as applicable, shall be at the sole discretion of each Lender in the applicable Class. The Commitment and Advances of any Declining Lender in the applicable Class shall terminate and be payable in full on the Termination Date or Incremental Term Loan Termination Date, as applicable, in effect as to such Lender prior to giving effect to any such extension (such Termination Date being called the “Existing Termination Date” and such Incremental Term Loan Termination Date being called the “Existing Incremental Term Loan Termination Date”). The principal amount of any outstanding Revolving Advances made by Declining Lenders in the applicable Class, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the accounts of such Declining Lenders hereunder, shall be due and payable on the Existing Termination Date, and on the Existing Termination Date the Borrower shall also make such other prepayments of its Revolving Borrowings as shall be required in order that, after giving effect to the termination of the Revolving Commitments of, and all payments to, such Declining Lenders pursuant to this sentence, the sum of the aggregate Revolving Advances and the aggregate Letter of Credit Exposures shall not exceed the aggregate Revolving Commitments. If, after making the prepayments pursuant to the immediately preceding sentence the sum of the aggregate Revolving Advances and the aggregate Letter of Credit Exposures exceed the aggregate Revolving Commitments, then the Borrower shall immediately deposit cash collateral in an account with the Agent, in the name of the Agent and for the benefit of the Revolving Lenders and the Issuing Banks (such deposit to be held by the Agent as collateral for the payment and performance of the obligations of the Borrower under this Agreement in accordance with Section 2.03(h)(i)), in an amount such that, after giving effect to such cash collateralization and the termination of the Revolving Commitments of, and all payments to, the Declining Lenders in the applicable Class pursuant to the preceding sentence, the sum of the aggregate Revolving Advances and the aggregate Letter of Credit Exposures not cash collateralized in accordance with this sentence shall not exceed the aggregate Revolving Commitments. The principal amount of any outstanding Series of Incremental Term Loans made by Declining Lenders in the applicable Class, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the accounts of such Declining Lenders hereunder, shall be due and payable on the Existing Incremental Term Loan Termination Date. Notwithstanding the foregoing provisions of this Section 2.05(e), the Borrower shall have the right, exercisable no more than twicepursuant to Section 2.18(b), at any time prior to the Existing Termination Date or Existing Incremental Term Loan Termination Date, as applicable, to replace a Declining Lender in the applicable Class with a Lender or other financial institution that will agree to a request an for the extension of the current Termination Date by one yearor Incremental Term Loan Termination Date, as applicable, and any such replacement Lender shall for all purposes constitute a Consenting Lender. The Borrower may exercise such right only by executing and delivering Notwithstanding the foregoing, no extension of the Termination Date or Incremental Term Loan Termination Date, as applicable, pursuant to this Section 2.05(e) shall become effective unless (i) on the Agent at least 60 days, but no more than 90 days, prior to any anniversary of the Closing Effective Date commencing with or effective date of the first anniversary thereof (Incremental Term Loan Agreement, as applicable,such extension date that immediately follows the “Extension Date”), a written date on which the Borrower delivers the applicable request for such extension (an “Extension Request”). The Agent shall forward to each Lender a copy of the Extension Request delivered to the Agent promptly upon receipt thereof. Borrower understands that this Section has been included in this Agreement for Borrower’s convenience in requesting an extension and acknowledges that none of Lenders nor Agent has promised (either expressly or impliedly), nor has any obligation or commitment whatsoever, to extend the Termination Date at any time. If or Incremental Term Loan Termination Date, as applicable, the Required Lenders conditions set forth in clauses (a) and (b) of Section 3.02 shall be satisfied (with all references in such clauses to a Borrowing being deemed to be references to such extension and without giving effect to the first parenthetical in Section 3.02(a)) and the Agent shall have notified Agent on or prior received a certificate to the that effect dated such date which is 30 days prior to the Extension Date that they accept such Extension Request, then, subject to the following conditions on the Extension Date (i) no Default or Event of Default shall exist and (ii) the representations and warranties made or deemed made executed by the Borrower in Chief Financial OfficerVice President - Finance or the Loan Documents, shall be true and correct in all material respects on and as Treasurer of the date Ultimate General Partner, or an officer serving in either of such extension with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date those functions (in which case such representations and warranties shall have been true and correct its capacity as general partner of the General Partner, in all material respects on and its capacity as general partner of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents, the Termination Date shall be extended for one year with respect to the Commitment of each Lender accepting such Extension Request. If any Lender shall not have notified Agent on or prior to the date which is 30 days prior to the Extension Date that it accepts such Extension Request (or it expressly rejects such Extension RequestBorrower), then the Termination Date shall not be extended with respect to the Commitment of such rejecting Lender (each such Lender a “Rejecting Lender”). The Agent shall promptly notify Borrower whether the Extension Request has been accepted or rejected as well as which Lender or Lenders rejected Borrower’s Extension Request.

Extension of Termination Date. (aA) The Borrower shall have the right, exercisable no more than twice, to Company may request an extension (subject to each Bank's right to deny any such requested extension) of the current Termination Date in effect at any time by one year. The Borrower may exercise such right only by executing and delivering submitting a request for an extension in the form of Exhibit H to the Agent at least 60 days, but no (an "Extension Request") not more than 90 days, days and not less than 45 days prior to any each anniversary of the Closing Date commencing with the first anniversary thereof (the “Extension First Amendment Effective Date”), a written request for such extension (an “Extension Request”). The Agent request shall forward to each Lender a copy of specify (i) the Extension Request delivered to the Agent promptly upon receipt thereof. Borrower understands that this Section has been included in this Agreement for Borrower’s convenience in requesting an extension and acknowledges that none of Lenders nor Agent has promised (either expressly or impliedly)new Termination Date, nor has any obligation or commitment whatsoever, to extend which shall be exactly one year after the Termination Date at any time. If the Required Lenders shall have notified Agent on or prior to the date which is 30 days prior to the Extension Date that they accept such Extension Requestthen in effect, then, subject to the following conditions on the Extension Date (i) no Default or Event of Default shall exist and (ii) the representations and warranties made or deemed made by date (which must be at least 45 days after the Borrower in Extension Request is delivered to the Loan Documents, shall be true and correct in all material respects on and Agent) as of which the date of such extension with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents, the next Termination Date shall be extended for one year effective (the "Extension Date"). The failure of the Company to request an extension with respect to any applicable anniversary date shall not prevent the Commitment Company from requesting an extension with respect to a future anniversary date under this Section 2.19. Promptly upon receipt of an Extension Request, the Agent shall notify each Bank (including a Bank in its capacity as the Swingline Lender accepting such or the Issuing Bank) of the contents thereof and shall request each Bank to approve the Extension Request. If any Lender Each Bank approving the Extension Request shall not have notified Agent on or prior to deliver its written acceptance of such extension in the date which is 30 form of Exhibit I (an "Acceptance of Extension") no later than 15 days prior to the applicable anniversary of the First Amendment Effective Date. An extension hereunder shall only be effective if an Acceptance of Extension Date that it accepts such is received by the Agent from the Required Banks within the time period set forth above. Failure of a Bank to respond to an Extension Request shall be deemed a denial of such request. If any Bank does not accept an extension, then either (i) notwithstanding any provision herein requiring the ratable sharing of payments among Banks (including, without limitation Section 2.08, 2.10 or it expressly rejects such Extension Request9.04), then on the Termination Date shall not be extended then in effect with respect to the Commitment of such rejecting Lender Bank (each such Lender a “Rejecting Lender”). The Agent shall promptly notify Borrower whether without giving effect to the Extension Request has been accepted or rejected as well as which Lender or Lenders rejected Borrower’s Extension Request.by such Bank), (a) the Company shall pay to such Bank all amounts then payable to such Bank under this Agreement and the Note on its applicable Termination Date and (b) upon such payment, such Bank's Commitment (and, in the case of a Bank that is the Swingline Lender, such bank's obligation to make Swingline Loans and, in the case of a Bank that is an Issuing Bank, such Issuing Bank's

Extension of Termination Date. Not earlier than 60 days prior to, nor later than 30 days prior to, each anniversary of the date hereof, the Borrower may, upon notice to the Administrative Agent (a) The Borrower which shall have promptly notify the rightBanks), exercisable no more than twice, to request an a one-year extension of the current Termination Date by one yearDate. The Borrower may exercise Within 15 days of delivery of such right only by executing and delivering notice, each Bank shall notify the Administrative Agent whether or not it consents to the Agent at least 60 days, but no more than 90 days, prior to any anniversary of the Closing Date commencing with the first anniversary thereof (the “Extension Date”), a written request for such extension (which consent may be given or withheld in such Bank's sole and absolute discretion). Any Bank not responding within the above time period shall be deemed not to have consented to such extension. The Administrative Agent shall promptly notify the Borrower and the Banks of the Banks' responses. The Termination Date shall be extended only if the Majority Banks (calculated excluding any Defaulting Bank and prior to giving effect to any replacements of Banks permitted herein) (each such Bank a "Consenting Bank") have consented thereto. If so extended, the Termination Date, as to the Consenting Banks and as to any Person replacing a Bank that does not consent to an “extension (that so agrees upon becoming such a replacement), shall be extended to the same date in the following year, effective as of the Termination Date then in effect (such existing Termination Date being the "Extension Request”Effective Date"). The Administrative Agent and the Borrower shall forward promptly confirm to each Lender the Banks such extension and the Extension Effective Date. As a copy condition precedent to such extension, the Borrower shall deliver to the Administrative Agent a certificate of the Borrower dated as of the Extension Request delivered to Effective Date (in sufficient copies for each Bank) signed by a Responsible Officer of the Agent promptly upon receipt thereof. Borrower understands that this Section has been included in this Agreement for Borrower’s convenience in requesting an extension and acknowledges that none of Lenders nor Agent has promised (either expressly or impliedly), nor has any obligation or commitment whatsoever, to extend the Termination Date at any time. If the Required Lenders shall have notified Agent on or prior to the date which is 30 days prior to the Extension Date that they accept such Extension Request, then, subject to the following conditions on the Extension Date (i) no Default certifying and attaching the resolutions adopted by the Borrower approving or Event of Default shall exist consenting to such extension or confirming that those previously delivered pursuant to Section 3.1 remain in full force and effect and have not been amended or rescinded, as the case may be, and (ii) certifying that, (A) before and after giving effect to such extension, the representations and warranties made or deemed contained in Article IV made by the Borrower in the Loan Documents, shall be it are true and correct in all material respects on and as of the date of such extension with the same force and effect as if made on and as of such date Extension Effective Date, except to the extent that such representations and warranties expressly relate solely specifically refer to an earlier date date, (in B) before and after giving effect to such extension no Event of Default exists or will exist, and (C) since (1) the most immediately preceding March 31 or (2) the filing of a Form 8-K pertaining to any such type of event which case was filed after such representations March 31 and warranties shall have been true and correct in all material respects on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents, the Termination Date shall be extended for one year with respect to the Commitment of each Lender accepting such Extension Request. If any Lender shall not have notified Agent on or prior to the date which is 30 days prior preceding such Extension Effectiveness Date, whichever shall later occur, there has not occurred an event, development or circumstance that has had or would reasonably be expected to have, a material adverse effect on the consolidated financial position or consolidated results of operations of the Borrower and its Subsidiaries taken as a whole. If any Bank does not consent to the Extension Date that it accepts such Extension Request (or it expressly rejects such Extension Request), then extension of the Termination Date as provided in this Section 2.20(c), the Borrower shall not be extended have the right to replace such Bank in accordance with respect to the Commitment of such rejecting Lender (each such Lender a “Rejecting Lender”Section 2.18(c). The Agent shall promptly notify Borrower whether the Extension Request has been accepted or rejected as well as which Lender or Lenders rejected Borrower’s Extension Request.

Extension of Termination Date. (a) The Borrower shall have the right, exercisable no At least 60 but not more than twice90 days prior to the then current Commitment Termination Date, the Borrower may request that the Banks, by written notice to request an the Agent, consent to a 364-day extension of the current Commitment Termination Date by one year. The Borrower may exercise such right only by executing and delivering to the Agent at least 60 days, but no more than 90 days, prior to any anniversary of the Closing Date commencing with the first anniversary thereof (the “Extension Date”), a written request for such extension (an “Extension Request”). The Agent shall forward transmit such request to each Lender a copy the Banks within one Business Day. Each Bank shall, in its sole discretion, determine whether to consent to such request and shall notify the Agent of its determination within 30 days of the Extension Request delivered Borrower’s request. Any Bank not responding within 30 days shall be deemed to have declined the request. At the option of the Borrower, any declining Bank’s Commitment may be assumed, in whole or in part, by one or more existing Banks or other lenders acceptable to the Agent promptly Borrower and the Agent, upon receipt thereofcompliance with Section 8.10. Borrower understands that If any such Commitment is not so replaced within 30 days of the declining Bank’s response, the extension contemplated by this Section has been included in this Agreement for Borrower’s convenience in requesting may nonetheless occur with respect to the consenting Table of Contents Banks, provided that any such extension shall be conditioned upon an agreement to such extension and acknowledges that none by Banks with at least 66 2/3% of Lenders nor Agent has promised (either expressly or impliedly), nor has any obligation or commitment whatsoever, to extend the Termination Date at any timeaggregate Commitment Amounts. If Banks with at least 66 2/3% of the Required Lenders aggregate Commitment Amounts do not so agree, then the Commitments shall terminate on the then current Commitment Termination Date. If such request shall have notified been consented to by the Agent and Banks with at least 66 2/3% of the aggregate Commitment Amounts, or any declining Bank shall have been replaced, the extension shall become effective upon the delivery by the Borrower to the Agent, on or prior to the date which is 30 days prior to the Extension Date that they accept such Extension Requestthen current Commitment Termination Date, then, subject to the following conditions on the Extension Date of (i) no a certificate of a duly authorized officer of the Borrower, dated such date, as to the accuracy, both before and after giving effect to such proposed extension, of the representations and warranties set forth in Article IV and as to the absence, both before and after giving effect to such proposed extension, of any Default or Event of Default shall exist and Default, (ii) the representations certified copies of all corporate and warranties made or deemed made governmental approvals, if any, required to be obtained by the Borrower in connection with such extension and (iii) an opinion or opinions of counsel to the Loan Documents, shall be true and correct Borrower as to the matters set forth in all material respects on and as Exhibit D after giving effect to such extension. Upon extension of the date Commitment Termination Date pursuant to this Section, the participation of such extension with the same force and effect as if made on and as any declining Bank in any Letters of such date except Credit outstanding hereunder shall, to the extent that such representations declining Bank’s interest has not been assigned and warranties expressly relate solely assumed pursuant to an earlier date (Section 8.10, be automatically deemed assumed by the remaining Banks ratably in which case accordance with their respective Percentages after giving effect to such representations and warranties shall have been true and correct in all material respects on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents, the Termination Date shall be extended for one year with respect to the Commitment of each Lender accepting such Extension Request. If any Lender shall not have notified Agent on or prior to the date which is 30 days prior to the Extension Date that it accepts such Extension Request (or it expressly rejects such Extension Request), then the Termination Date shall not be extended with respect to the Commitment of such rejecting Lender (each such Lender a “Rejecting Lender”). The Agent shall promptly notify Borrower whether the Extension Request has been accepted or rejected as well as which Lender or Lenders rejected Borrower’s Extension Requestextension.

Extension of Termination Date. (a) The On no more than two occasions, the Borrower may, by delivery of a Termination Date Extension Request to the Administrative Agent (which shall promptly deliver a copy thereof to each Bank) not more than 90 days but not less than 30 days prior to each anniversary of the Effective Date, request that the Banks extend the then existing Termination Date (the “Existing Termination Date”) in accordance with this Section. Each Termination Date Extension Request shall specify the date to which the Termination Date is sought to be extended. In the event a Termination Date Extension Request shall have been delivered by the Borrower, each Bank shall have the right, exercisable no more than twice, right to request an agree to the extension of the current Existing Termination Date with regard to its entire Commitment on the terms and subject to the conditions set forth therein (each Bank agreeing to the Termination Date Extension Request being referred to herein as a “Consenting Bank” and each Bank not agreeing thereto being referred to herein as a “Declining Bank”), which right may be exercised by one year. The written notice thereof delivered to the Borrower may (with a copy to the Administrative Agent) not later than a day to be agreed upon by the Borrower and the Administrative Agent following the date on which the Termination Date Extension Request shall have been delivered by the Borrower (it being understood and agreed that any Bank that shall have failed to exercise such right only as set forth above shall be deemed to be a Declining Bank). If a Consenting Bank shall have agreed to such Termination Date Extension Request in respect of Commitments held by executing and delivering them, then, subject to paragraph (c) of this Section, on the Agent at least 60 days, but no more than 90 days, prior to any anniversary of date specified in the Closing Termination Date commencing with Extension Request as the first anniversary effective date thereof (the “Extension Effective Date”), a written request for such extension (an “Extension Request”). The Agent shall forward to each Lender a copy the Existing Termination Date of the Extension Request delivered applicable Commitments shall, as to the Agent promptly upon receipt thereof. Borrower understands that this Section has been included in this Agreement for Borrower’s convenience in requesting an extension and acknowledges that none of Lenders nor Agent has promised (either expressly or impliedly)Consenting Banks, nor has any obligation or commitment whatsoever, be extended to extend the Termination Date at any time. If the Required Lenders shall have notified Agent on or prior to the such date which is 30 days prior to the Extension Date that they accept such Extension Request, then, subject to the following conditions on the Extension Date (i) no Default or Event of Default shall exist and (ii) the representations and warranties made or deemed made by the Borrower in the Loan Documents, as shall be true and correct in all material respects on and as of the date of such extension with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents, the Termination Date shall be extended for one year with respect to the Commitment of each Lender accepting such Extension Request. If any Lender shall not have notified Agent on or prior to the date which is 30 days prior to the Extension Date that it accepts such Extension Request (or it expressly rejects such Extension Request), then the Termination Date shall not be extended with respect to the Commitment of such rejecting Lender (each such Lender a “Rejecting Lender”). The Agent shall promptly notify Borrower whether the Extension Request has been accepted or rejected as well as which Lender or Lenders rejected Borrower’s Extension Requestspecified therein.

Extension of Termination Date. With respect to Tranche A Loans, the Company may, pursuant to a Commitment Extension Request in the form of Exhibit H delivered to the Agent and each Bank not less than 75 days prior to the then scheduled Termination Date, request each Bank to extend its Commitment for an additional three-hundred sixty-four (a364) The Borrower shall have day period expiring on the right364th day of such period (or, exercisable if such date is not a Business Day, on the immediately preceding Business Day). With respect to Tranche B Loans, the Company may request each Bank to extend its Commitment on no more than twice, two (2) occasions pursuant to request an extension of the current Termination Date by one year. The Borrower may exercise such right only by executing and delivering to the Agent at least 60 days, but no more than 90 days, prior to any anniversary of the Closing Date commencing with the first anniversary thereof (the “Extension Date”), a written request for such extension (an “Extension Request”). The Agent shall forward to each Lender a copy of the Commitment Extension Request delivered to the Agent promptly upon receipt thereof. Borrower understands that this Section has been included in this Agreement for Borrower’s convenience in requesting an extension and acknowledges that none of Lenders nor Agent has promised (either expressly or impliedly), nor has any obligation or commitment whatsoever, to extend the Termination Date at any time. If the Required Lenders shall have notified Agent on or each Bank not less than 75 days prior to the first and second anniversaries of the date hereof for additional one-year periods expiring on the fourth and fifth anniversaries of the date hereof, respectively (or, if such date is not a Business Day, on the next succeeding Business Day). Each of the Banks shall, within 45 days of receipt of a Commitment Extension Request from the Company, provide the Company with a non-binding preliminary indication regarding whether such Bank is likely to consent to the extension of its Commitment. If all Banks consent to the extension of their respective Commitments, which is consents shall be given no less than 30 days prior to the Extension Date that they accept such Extension Requestthen scheduled applicable Termination Date, then, subject to the following conditions on the Extension Date (i) no Default or Event of Default shall exist by signing and (ii) the representations and warranties made or deemed made by the Borrower in the Loan Documents, shall be true and correct in all material respects on and as returning an original copy of the date of Commitment Extension Request attached hereto as Exhibit H, such extension with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents, the Termination Date shall be extended for one year with respect so extended, and each Bank hereby agrees that the Agent may amend this Agreement and any other Loan Document to the Commitment extent necessary to effectuate such extension without the necessity of each Lender accepting obtaining any such Extension Request. If any Lender shall not have notified Agent on or prior Bank's signature, the provisions of paragraph 13 to the date which is 30 days prior contrary notwithstanding. In the event that less than all of the Banks consent to the Extension Date that it accepts an extension of their respective Commitments, such Extension Request (or it expressly rejects such Extension Request), then the Termination Date shall not be extended extended, unless the Company designates another bank reasonably satisfactory to the Banks willing so to extend such Termination Date, or one or more of the signatory Banks elect to increase its or their Commitments to the amount of the Commitment of the nonconsenting Bank (any such other bank, including any signatory Bank, to the extent of, and with respect to such an increase in its Commitment, being herein called a "Replacement Bank"), to assume the Commitment and obligations of such rejecting Lender nonconsenting Bank or Banks (each, a "Nonconsenting Bank") with respect to its Loans, and to purchase the outstanding Note of such nonconsenting Bank and such Nonconsenting Bank's rights with respect to its Loans, without recourse or warranty, for a purchase price equal to the outstanding principal balance of the Note of such Nonconsenting Bank, plus all interest accrued thereon and all other amounts owing to such Nonconsenting Bank hereunder. Upon such assumption and purchase by a Replacement Bank, and provided that the Banks (excluding the Nonconsenting Banks and each Replacement Bank) have consented to the Commitment Extension Request prior to the then scheduled Termination Date, (i) such Termination Date shall be so extended, (ii) each such Lender Replacement Bank shall be deemed to be a “Rejecting Lender”)"Bank" for purposes of this Agreement, and (iii) each Nonconsenting Bank shall cease to be a "Bank" for all purposes of this Agreement (except with respect to its rights hereunder to be reimbursed for costs and expenses, and to indemnification with respect to, matters attributable to events, acts or conditions occurring prior to such assumption and purchase) and shall no longer have any obligations hereunder. The Agent shall Each Bank will use its best efforts to respond promptly notify Borrower whether the Extension Request has been accepted or rejected as well as which Lender or Lenders rejected Borrower’s to any Commitment Extension Request, provided that no Bank's failure to so respond shall create any claim against it or have the effect of extending such applicable Termination Date.

Extension of Termination Date. (a) The Borrower shall have the right, exercisable no more than twice, to request an extension of the current Termination Date by one year. The Borrower may exercise such right only by executing and delivering to the Agent at At least 60 days, 45 but no more than 90 days, 60 days prior to any anniversary of the Closing Anniversary Date commencing with the first anniversary thereof (the “any such Anniversary Date being an "Extension Date”"), a the Borrower may, by written request for such extension (an “Extension Request”). The Agent shall forward to each Lender a copy of the Extension Request delivered notice to the Agent promptly upon receipt thereof. Borrower understands Administrative Agent, request that this Section has been included in this Agreement for Borrower’s convenience in requesting an extension and acknowledges that none of the Lenders nor Agent has promised (either expressly or impliedly), nor has any obligation or commitment whatsoever, to extend the Termination Date at any timefor an additional period of 364 days from its then scheduled expiration. If Each such notice shall be irrevocable and binding on the Required Lenders Borrower. The Administrative Agent shall promptly notify each Lender of such request, and each Lender shall in turn, in its sole discretion (it being understood and agreed that no Lender shall have notified any obligation whatsoever to agree to such request), not-later than 30 days after receipt of such notice from the Administrative Agent, notify the Administrative Agent on or prior as to whether such Lender will consent to such extension by delivering to the date which is 30 days prior to Administrative Agent a notice in substantially the form of Exhibit E hereto (each such notice being an "Extension Date that they accept such Extension Request, then, subject to the following conditions on the Extension Date (i) no Default or Event of Default shall exist and (ii) the representations and warranties made or deemed made by the Borrower in the Loan Documents, shall be true and correct in all material respects on and as of the date of such extension with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents, the Termination Date shall be extended for one year with respect to the Commitment of each Lender accepting such Extension RequestNotice"). If any Lender shall not have notified Agent on or prior fail to deliver an Extension Notice to the date which is Administrative Agent within 30 days prior after receipt of such notice from the Administrative Agent, such Lender shall be deemed to the Extension Date that it accepts such Extension Request (or it expressly rejects such Extension Request), then the Termination Date shall not be extended a Declining Lender with respect to the Commitment of such rejecting Lender (each such Lender a “Rejecting Lender”)request. The Administrative Agent shall promptly notify the Borrower whether of the decision of the Lenders regarding the Borrower's request for an extension of the Termination Date. (b) If less than all of the Lenders consent to a request by the Borrower pursuant to Section 2.15(a) for an extension of the Termination Date (each Lender that has not so consented and each Lender that fails to deliver an Extension Request has been accepted or rejected as well as which Notice within the time period set forth in Section 2.15(a) being a "Declining Lender", and each other Lender or Lenders rejected Borrower’s Extension Request.being an "Extending Lender"), the Borrower shall have the right to:

Extension of Termination Date. So long as no Event of Default and no Prepayment Event has occurred and is continuing, the Borrower may, at least 30 but not more than 60 days prior to each anniversary of the date hereof (a) the "Extension Notice Date"), by delivering a written request to the Administrative Agent (such request being irrevocable), request that each Lender extend for one year the Termination Date with respect to such Lender's Commitment. The Administrative Agent shall, upon its receipt of such request, promptly notify each Lender thereof, and request that each Lender promptly advise the Administrative Agent of its approval or rejection of such request. The Borrower shall have the right, exercisable no more than twice, may exercise its right to request an extension of the current Termination Date by one year. The Borrower may exercise such right only by executing and delivering to the Agent at least 60 days, but under this Section 2.18 once per year no more than 90 daysfive times. Upon receipt of such notification from the Administrative Agent, prior to any anniversary of the Closing Date commencing with the first anniversary thereof each Lender may (the “Extension Date”but shall not be required to), a written request for such extension (an “Extension Request”). The Agent shall forward to each Lender a copy of the Extension Request delivered to the Agent promptly upon receipt thereof. Borrower understands that this Section has been included in this Agreement for Borrower’s convenience in requesting an extension its sole and acknowledges that none of Lenders nor Agent has promised (either expressly or impliedly)absolute discretion, nor has any obligation or commitment whatsoever, agree to extend the Termination Date at with respect to its Commitment and any timeof its outstanding Advances for a period of one year, and shall (should it determine to do so), no earlier than 30 days (but in any event no later than 20 days prior to the applicable Extension Notice Date) following its receipt of such notification, notify the Administrative Agent in writing of its consent to such request. If any Lender shall not so notify the Required Administrative Agent, such Lender shall be deemed not to have consented to such request. The Administrative Agent shall thereupon notify the Borrower no later than 15 days prior to the then-scheduled Termination Date as to the Lenders, if any, that have consented to such request. If Lenders holding Commitments aggregating more than 50% of the Commitments then in effect agree to such request, the Commitment of each Lender that consents to such request shall have notified Agent be extended for a period of one year, commencing on the then-scheduled Termination Date; subject, however, to the condition precedent that, on or prior to the date which is 30 days prior of such extension, the Administrative Agent shall have received the following, each dated such date and in form and substance satisfactory to the Extension Date that they accept such Extension Request, then, subject to the following conditions on the Extension Date Administrative Agent: (i) a certificate of a duly authorized officer of the Borrower to the effect that as of the date of extension of the Termination Date (A) no Default event has occurred and is continuing, or would result from the extension of the Termination Date, that constitutes an Event of Default shall exist or would, with the giving of notice or the lapse of time, or both, constitute an Event of Default and (iiB) the representations and warranties made or deemed made by the Borrower contained in the Loan Documents, shall be true and Section 4.01 are correct in all material respects on and as of the date of extension of the Termination Date, before and after giving effect to such extension with the same force and effect extension, as if though made on and as of such date, (ii) certified copies of the resolutions of the Board of Directors of the Borrower authorizing such extension and the performance of this Agreement on and after the date except of extension of the Termination Date, and of all documents evidencing other necessary corporate action and governmental and regulatory approvals with respect to this Agreement and such extension of the Termination Date and (iii) an opinion of the counsel of the Borrower, as to such matters related to the extent that such representations and warranties expressly relate solely foregoing as the Administrative Agent or the Lenders through the Administrative Agent may reasonably request. Subject to an earlier date subsection (d) below, the Commitment of any Lender electing not to extend (or failing to notify the Administrative Agent in which case such representations and warranties shall have been true and correct in all material respects on and as writing of such earlier dateits consent to extend) and except for changes in factual circumstances not prohibited under the Loan Documents, the Termination Date shall automatically terminate on the then-scheduled Termination Date (without regard to any extension by any other Lender). In the event that any Lender (a "Nonconsenting Lender") shall not consent (or shall be deemed not to have consented) to an extension request of the Borrower made pursuant to subsection (a) above, the Borrower will have the right to substitute other financial institutions reasonably acceptable to the Administrative Agent and the LC Issuing Banks for any Nonconsenting Lender (provided that the other Lenders shall have the right to increase their Commitments ratably according to the amount of their Commitments relative to the other Commitments that are to be extended up to the amount of the Commitment of such Nonconsenting Lender before the Borrower shall be permitted to substitute any other financial institution for one year such Nonconsenting Lender) by causing any Nonconsenting Lender to assign its Commitment pursuant to Section 8.07 hereof, provided, however, that the parties to any such assignment shall not be required to pay the processing and recordation fee otherwise payable under Section 8.07(a)(iv), and provided, further that such Nonconsenting Lender shall, prior to the effectiveness of any such assignment, be paid in full all amounts due to it hereunder. Upon the extension of the Termination Date in accordance with respect this Section 2.18, the Administrative Agent shall deliver to each Lender a revised Schedule II setting forth the Commitment of each Lender accepting after giving effect to such Extension Requestextension, and such Schedule II shall replace the Schedule II in effect before the extension of the then applicable Termination Date. If In the event that any Lender shall not have notified Agent consented to a request made by the Borrower under this Section 2.18 to extend the Termination Date, then, on the date of any termination of such Lender's Commitment pursuant to this Section 2.18, the Borrower shall pay or prior prepay to such Lender the aggregate outstanding principal amount of all Advances of such Lender with respect to such termination of its Commitment, together with accrued interest to the date which is 30 days prior to the Extension Date that it accepts such Extension Request (or it expressly rejects such Extension Request), then the Termination Date shall not be extended with respect to the Commitment of such rejecting prepayment on the principal amount prepaid and all other fees and other amounts due and payable to such Lender (hereunder. In the case of any such prepayment of a Eurodollar Rate Advance, the Borrower shall be obligated to reimburse each such Lender a “Rejecting Lender”in respect thereof pursuant to Section 8.04(b). The Agent shall promptly notify Borrower whether the Extension Request has been accepted or rejected as well as which Lender or Lenders rejected Borrower’s Extension Request.

Extension of Termination Date. (a1) The Borrower shall have Company, on its behalf and on behalf of the rightGuarantor, exercisable may by written notice to the Administrative Agent (such notice being an "EXTENSION NOTICE") given no more earlier than twicesixty days and no later than forty-five days prior to the Termination Date, request the Banks to request consider an extension of the current then applicable Termination Date by one yearto a date 364 days after the then applicable Termination Date. The Borrower may exercise such right only by executing and delivering Administrative Agent shall promptly transmit any Extension Notice to each Bank. Each Bank shall notify the Administrative Agent at least 60 whether it wishes to extend the then applicable Termination Date no earlier than thirty days, but and no more later than 90 twenty days, prior to such Termination Date, and any anniversary of such notice given by a Bank to the Closing Administrative Agent, once given, shall be irrevocable as to such Bank. Any Bank which does not expressly notify the Administrative Agent prior to such twenty day period that it wishes to so extend the then applicable Termination Date commencing with shall be deemed to have rejected the first anniversary thereof (the “Extension Date”), a written Company's request for extension of such extension (an “Extension Request”)Termination Date. The Agent shall forward to each Lender a copy of the Extension Request delivered to the Agent promptly upon receipt thereof. Borrower understands that this Section has been included in this Agreement for Borrower’s convenience in requesting an extension and acknowledges that none of Lenders nor Agent has promised (either expressly or impliedly), nor has any obligation or commitment whatsoever, Banks consenting to extend the then applicable Termination Date at any timeare hereinafter referred to as "CONTINUING BANKS", and Banks declining to consent to extend such Termination Date (or Banks deemed to have so declined) are hereinafter referred to as "NON-EXTENDING BANKS". If the Required Lenders Banks have elected (in their sole and absolute discretion) to so extend the Termination Date, the Administrative Agent shall have notified Agent on or prior to notify the date which is 30 Company of such election by such Required Banks no later than fifteen days prior to such Termination Date, and effective on the Extension Date that they accept date of such Extension Request, then, subject notice by the Administrative Agent to the following conditions on Company, the Extension Termination Date (i) no Default or Event of Default shall exist and (ii) the representations and warranties made or deemed made by the Borrower in the Loan Documents, shall be true automatically and correct immediately so extended. No extension will be permitted hereunder without the consent of the Required Banks and in all material respects no event shall the Termination Date be extended beyond March 23, 2005. Upon the delivery of an Extension Notice and upon the extension of the Termination Date pursuant to this Section 2.6, the Company shall be deemed to have represented and warranted on and as of the date of such extension with Extension Notice and the same force and effect as if made on and as effective date of such date except to extension, as the extent case may be, that such no Default or Event of Default has occurred and is continuing and that the representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been of the Company contained herein are true and correct in all material respects on and as of such date as if made on and as of such date except (i) to the extent that such representations and warranties expressly relate to an earlier date, and (ii) and except for changes in factual circumstances not prohibited under the Loan DocumentsSchedules hereto reflecting transactions permitted by this Agreement. Notwithstanding anything contained in this Agreement to the contrary, no Bank shall have any obligation to extend the Termination Date shall be extended for one year with respect Date, and each Bank may at its option, unconditionally and without cause, decline to the Commitment of each Lender accepting such Extension Request. If any Lender shall not have notified Agent on or prior to the date which is 30 days prior to the Extension Date that it accepts such Extension Request (or it expressly rejects such Extension Request), then extend the Termination Date shall not be extended with respect to the Commitment of such rejecting Lender (each such Lender a “Rejecting Lender”). The Agent shall promptly notify Borrower whether the Extension Request has been accepted or rejected as well as which Lender or Lenders rejected Borrower’s Extension RequestDate.

Extension of Termination Date. (a) The Borrower Borrowers shall have the right, exercisable no more than twice, option to request an extension of the current Termination Date by one year. The Borrower may exercise such right only by executing and delivering to the Agent at least 60 days, but no more than 90 days, prior to any anniversary of the Closing Date commencing with the first anniversary thereof (the “Extension Option to Extend”) the Termination Date to May 8, 2012 (the “Extended Termination Date”), a upon receipt by the Administrative Agent of written notice from the Borrowers of Borrowers’ request for such extension (an “Extension Request”). The Agent to exercise the Option to Extend, which notice shall forward to each Lender a copy of the Extension Request delivered be provided to the Administrative Agent promptly upon receipt thereof. Borrower understands that this Section has been included in this Agreement for Borrower’s convenience in requesting an extension and acknowledges that none of Lenders nor Agent has promised no less than ninety (either expressly or impliedly), nor has any obligation or commitment whatsoever, to extend the Termination Date at any time. If the Required Lenders shall have notified Agent on or prior to the date which is 30 90) days prior to the Extension Date Termination Date. The Administrative Agent and the Lenders shall consent to the Extended Termination Date, provided that they accept such Extension Request, then, subject to the following conditions on the Extension Date (i) no Default or Event of Default shall exist and (ii) the representations and warranties made or deemed made by the Borrower are satisfied in the Loan Documents, shall be true reasonable discretion of the Administrative Agent and correct in all material respects on and the Lenders: (a) as of the date of such extension with Borrowers’ delivery of notice of request to exercise the same force and effect as if made on Option to Extend, and as of such date except the Termination Date, no Default shall have occurred and be continuing, and no event or condition which, with the giving of notice or the passage of time or both, would constitute a Default shall have occurred and be continuing, and Borrowers shall so certify in writing; (b) prior to the extent that Termination Date, Borrowers shall execute or cause the execution of all documents reasonably required by the Administrative Agent to exercise the Option to Extend and shall deliver to the Administrative Agent, at Borrowers’ sole cost and expense, such representations amendments to the Mortgaged Property Security Documents and warranties expressly relate solely endorsements to the Title Policies as reasonably requested by the Administrative Agent; (c) at least 60 days prior to the Termination Date, new Appraisals shall be obtained as to each Mortgaged Property, the cost of which shall be fully reimbursed to the Administrative Agent by the Borrowers whether or not the Extended Termination Date is approved; (d) prior to the Termination Date, the Borrowers shall pay an earlier date extension fee in the amount of 0.50% of the total outstanding Advances; (in which case such representations and warranties shall have been true and correct in all material respects on and e) as of such earlier date) the effective date of the extension and except for changes in factual circumstances not prohibited under the Loan Documentsat all times thereafter, the Termination Date ratio of the aggregate principal amount of the Advances to the total Appraised Value of the Borrowing Base Assets shall be extended for one year with respect no more than .80; (f) as of the effective date of the extension and at all times thereafter, the Advances shall not exceed the total Extension Eligible Property Values (defined below) of the Borrowing Base Assets and (g) the renewal and extension of the maturity date of the financing related to the Commitment of each Lender accepting such Extension RequestHotel Property in Jacksonville, Florida, on terms and conditions reasonably acceptable to the Administrative Agent. If any Lender determines that the conditions set forth above are not satisfied, such Lender will provide the Borrowers and the Administrative Agent written notice and neither such Lender nor any of the other Lenders shall not have notified Agent on or prior be obligated to consent to the date which is 30 days prior Option to Extend. For the purposes of this Section 6, “Extension Date that it accepts such Extension Request (or it expressly rejects such Extension Request)Eligible Property Value” shall mean, then the Termination Date shall not be extended with respect to any Eligible Property included in the Commitment Borrowing Base, an amount equal to .70 multiplied by the Extension Asset Value of such rejecting Lender (Eligible Property. “Extension Asset Value” shall be determined as of the end of each Fiscal Quarter and shall mean the NOI of such Lender a “Rejecting Lender”). The Agent shall promptly notify Borrower whether Eligible Property for the Extension Request has been accepted or rejected as well as which Lender or Lenders rejected Borrower’s Extension RequestFiscal Quarter then ending and the immediately preceding three Fiscal Quarters divided by 10.0%.

Extension of Termination Date. (a) The Borrower shall have Company may, by written notice to the rightAdministrative Agent (such notice being an "EXTENSION NOTICE"), exercisable no more than twice, request the Banks to request consider an extension of the current then applicable Termination Date by to a date one yearyear after the then applicable Termination Date. The Borrower may exercise such right only by executing and delivering to the Agent at least 60 days, but no more than 90 days, prior to any anniversary of the Closing Date commencing with the first anniversary thereof (the “Extension Date”), a written request for such extension (an “Extension Request”). The Administrative Agent shall forward promptly transmit any Extension Notice to each Lender Bank. Each Bank shall notify the Administrative Agent whether it wishes to extend the then applicable Termination Date no later than thirty days after a copy Bank's receipt of the Extension Request delivered Notice from the Administrative Agent, and any such notice given by a Bank to the Administrative Agent, once given, shall be irrevocable as to such Bank. Any Bank which does not expressly notify the Administrative Agent promptly upon receipt thereofwithin such 30 day period that it wishes to so extend the then applicable Termination Date shall be deemed to have rejected the Company's request for extension of such Termination Date. Borrower understands that this Section has been included in this Agreement for Borrower’s convenience in requesting an extension and acknowledges that none of Lenders nor Agent has promised (either expressly or impliedly), nor has any obligation or commitment whatsoever, Banks consenting to extend the then applicable Termination Date at any timeare hereinafter referred to as "CONTINUING BANKS", and Banks declining to consent to extend such Termination Date (or Banks deemed to have so declined) are hereinafter referred to as "NON-EXTENDING BANKS". If the Required Lenders Banks have elected (in their sole and absolute discretion) to so extend the Termination Date, the Administrative Agent shall have notified notify the Company of such election by such Required Banks no later than forty days after the Administrative Agent's receipt of the Extension Notice from the Company, and effective on the date of such notice by the Administrative Agent on or prior to the date which is 30 days prior to Company, the Extension Termination Date that they accept such Extension Request, then, subject to the following conditions on the Extension Date (i) no Default or Event of Default shall exist and (ii) the representations and warranties made or deemed made by the Borrower in the Loan Documents, shall be true automatically and correct immediately so extended. No extension will be permitted hereunder without the consent of the Required Banks and in all material respects no event shall the Termination Date be extended beyond March 28, 2006. Upon the delivery of an Extension Notice and upon the extension of the Termination Date pursuant to this subsection 2.7, the Company shall be deemed to have represented and warranted on and as of the date of such extension with Extension Notice and the same force and effect as if made on and as effective date of such date except extension, as the case may be, that no Default or Event of Default has occurred and is continuing. Notwithstanding anything contained in this Agreement to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties contrary, no Bank shall have been true and correct in all material respects on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents, any obligation to extend the Termination Date shall be extended for one year with respect Date, and each Bank may at its option, unconditionally and without cause, decline to the Commitment of each Lender accepting such Extension Request. If any Lender shall not have notified Agent on or prior to the date which is 30 days prior to the Extension Date that it accepts such Extension Request (or it expressly rejects such Extension Request), then extend the Termination Date shall not be extended with respect to the Commitment of such rejecting Lender (each such Lender a “Rejecting Lender”). The Agent shall promptly notify Borrower whether the Extension Request has been accepted or rejected as well as which Lender or Lenders rejected Borrower’s Extension RequestDate.

Extension of Termination Date. (a) The Borrower shall have Company may, by written notice to the right, exercisable Administrative Agent (each such notice being an "Extension Request") given no more than twice, to request an extension of the current Termination Date by one year. The Borrower may exercise such right only by executing and delivering to the Agent at least 60 days, but no more 59 days nor less than 90 days, prior to any anniversary of the Closing Date commencing with the first anniversary thereof (the “Extension Date”), a written request for such extension (an “Extension Request”). The Agent shall forward to each Lender a copy of the Extension Request delivered to the Agent promptly upon receipt thereof. Borrower understands that this Section has been included in this Agreement for Borrower’s convenience in requesting an extension and acknowledges that none of Lenders nor Agent has promised (either expressly or impliedly), nor has any obligation or commitment whatsoever, to extend the Termination Date at any time. If the Required Lenders shall have notified Agent on or prior to the date which is 30 days prior to each anniversary date of this Agreement, extend the then applicable Termination Date to a date 364 days after the then- applicable Termination Date; provided, however, that such extension shall be effective only with respect to a Bank which, by a written notice (a "Continuation Notice") to the Company and the Administrative Agent given no more than 30 days and no less than 15 days before such anniversary date, consents to such extension (each Bank giving a Continuation Notice thereafter being referred to as a "Continuing Bank" and each Bank other than a Continuing Bank being a "Non-Extending Bank"); provided further, however, that the Borrowers shall not have made the Term Loan Election for Advances outstanding on such Termination Date prior to such time; provided further, however, that such extension shall be effective only if the aggregate Commitments of the Continuing Banks are not less than 51% of the aggregate Commitments in effect at the date the Company gives the applicable Extension Request. Within five Business Days after the Administrative Agent receives an Extension Request it shall notify each Bank thereof. If any Bank fails to notify the Administrative Agent in writing of its consent to, or refusal of, any such Extension Request at least 15 days prior to such anniversary date, such Bank shall be deemed to be a Non-Extending Bank with respect to such Extension Request. The Commitment of each Non-Extending Bank shall terminate on the Termination Date that they accept in effect for such Non-Extending Bank immediately prior to such Extension Request, thenand on such Termination Date the Company shall pay the Administrative Agent, subject to for the following conditions on the Extension Date (i) no Default or Event of Default shall exist and (ii) the representations and warranties made or deemed made by the Borrower in the Loan Documents, shall be true and correct in all material respects on and as of the date account of such extension with Non-Extending Banks, an amount equal to such Non-Extending Banks' Advances plus accrued but unpaid interest and fees thereon and all other amounts owed such Bank hereunder; provided that the same force and effect as if made on and as of Company has not replaced such date except Non-Extending Banks pursuant to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier dateSection 2.22(b) and except for changes in factual circumstances not prohibited under the Loan Documents, the Termination Date shall be extended for one year with respect to the Commitment of each Lender accepting such Extension Request. If any Lender shall not have notified Agent on or prior to the date which is 30 days prior to the Extension Date that it accepts such Extension Request (or it expressly rejects such Extension Request), then the Termination Date shall not be extended with respect to the Commitment of such rejecting Lender (each such Lender a “Rejecting Lender”). The Agent shall promptly notify Borrower whether the Extension Request has been accepted or rejected as well as which Lender or Lenders rejected Borrower’s Extension Requestbelow.

Extension of Termination Date. (a) The Borrower Unless the Termination Date shall have occurred, the rightBorrower may request the Lenders, exercisable no by written notice to the Administrative Agent not more than twice90 days and not less than 60 days prior to the then effective Termination Date, to request an consent to extension of the current Termination Date by one year. The Borrower may exercise such right only by executing and delivering to the Agent at least 60 days, but no more than 90 days, prior to any anniversary of the Closing Date commencing with the first anniversary thereof (the “Extension Date”), a written request for such extension (an “Extension Request”). The Agent shall forward to each Lender a copy of the Extension Request delivered to the Agent promptly upon receipt thereof. Borrower understands that this Section has been included in this Agreement for Borrower’s convenience in requesting an extension and acknowledges that none of Lenders nor Agent has promised (either expressly or impliedly), nor has any obligation or commitment whatsoever, to extend the Termination Date at any time. If the Required Lenders shall have notified Agent on or prior to the date which is 364 days after the then effective Termination Date (or, if such date is not a Business Day, the next preceding Business Day). Each Lender shall, in its sole discretion, determine whether to consent to such request and shall notify the Administrative Agent of its determination not more than 45 days and not less than 30 days prior to the Extension Date that they accept then-effective Termination Date. Any Lender which fails to give such Extension Request, then, subject notice to the following conditions on the Extension Date (i) no Default or Event of Default shall exist and (ii) the representations and warranties made or deemed made by the Borrower in the Loan Documents, Administrative Agent shall be true and correct in all material respects on and as of the date of deemed to have not consented to such extension with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents, the Termination Date shall be extended for one year with respect to the Commitment of each Lender accepting such Extension Requestrequest. If any Lender shall not have notified consented to such request 30 days prior to the then effective Termination Date (such Lender being referred to herein as a "Non-Consenting Lender"), the Administrative Agent shall promptly so notify the Borrower and the other Lenders, whereupon each other Lender may, not more than 30 days and not less than 25 days prior to the then effective Termination Date, revoke any consent to such extension previously given by such Lender (in which case such Lender shall be deemed a Non-Consenting Lender). If such request shall have been consented to by the Majority Lenders (as determined after giving effect to the replacement of any Non-Consenting Lender pursuant to Section 8.07(h)), the Administrative Agent shall notify the Borrower and the Lenders in writing of such consent, and such extension shall become effective upon the delivery by the Borrower to the Administrative Agent and each Lender, on or prior to the date which is 30 days prior then-effective Termination Date, of (i) a certificate of a duly authorized officer of the Borrower, dated such date, as to the Extension Date accuracy, both before and after giving effect to such proposed extension, of the representations and warranties set forth in Section 4.01 and as to the absence, both before and after giving effect to such proposed extension, of any Event of Default or event that it accepts with the giving of notice or the passage of time or both would constitute an Event of Default, (ii) certified copies of all corporate and governmental approvals, if any, required to be obtained by the Borrower in connection with such Extension Request proposed extension and (or it expressly rejects such Extension Request)iii) an opinion of counsel to the Borrower (who shall be satisfactory to the Administrative Agent) as to the matters set forth in Exhibit D, then upon giving effect to the extension of the Termination Date shall not Date, and such other matters as any Lender, through the Administrative Agent, may reasonably request, all of the foregoing to be extended with respect satisfactory in form and substance to the Administrative Agent. In the event of any such extension of the Termination Date, the Commitment of each Non-Consenting Lender that has not been replaced pursuant to Section 8.07(h) shall be terminated in whole as of such rejecting former Termination Date, the aggregate principal amount of all Advances made by such Non-Consenting Lender, together with accrued and unpaid interest, commitment fees and auction facility fees, and all other amounts payable hereunder to or for the account of such Non-Consenting Lender (each shall be due and payable on such former Termination Date, and upon such reduction and payment of such amounts such Non-Consenting Lender shall cease to be a “Rejecting Lender”). The Agent shall promptly notify Borrower whether the Extension Request has been accepted or rejected as well as which Lender or Lenders rejected Borrower’s Extension Requestparty to this Agreement.

Extension of Termination Date. (a) The Borrower shall have Company may, by written notice to the right, exercisable Administrative Agent (each such notice being an "Extension Request") given no more than twice, to request an extension of the current Termination Date by one year. The Borrower may exercise such right only by executing and delivering to the Agent at least 60 days, but no more 59 days nor less than 90 days, prior to any anniversary of the Closing Date commencing with the first anniversary thereof (the “Extension Date”), a written request for such extension (an “Extension Request”). The Agent shall forward to each Lender a copy of the Extension Request delivered to the Agent promptly upon receipt thereof. Borrower understands that this Section has been included in this Agreement for Borrower’s convenience in requesting an extension and acknowledges that none of Lenders nor Agent has promised (either expressly or impliedly), nor has any obligation or commitment whatsoever, to extend the Termination Date at any time. If the Required Lenders shall have notified Agent on or prior to the date which is 30 days prior to each anniversary date of this Agreement, extend the then applicable Termination Date to a date 364 days after the then-applicable Termination Date; provided, however, that such extension shall be effective only with respect to a Bank which, by a written notice (a "Continuation Notice") to the Company and the Administrative Agent given no more than 30 days and no less than 15 days before such anniversary date, consents to such extension (each Bank giving a Continuation Notice thereafter being referred to as a "Continuing Bank" and each Bank other than a Continuing Bank being a "Non-Extending Bank"); provided further, however, that the Borrowers shall not have made the Term Loan Election for Advances outstanding on such Termination Date prior to such time; provided further, however, that such extension shall be effective only if the aggregate Commitments of the Continuing Banks are not less than 51% of the aggregate Commitments in effect at the date the Company gives the applicable Extension Request. Within five Business Days after the Administrative Agent receives an Extension Request it shall notify each Bank thereof. If any Bank fails to notify the Administrative Agent in writing of its consent to, or refusal of, any such Extension Request at least 15 days prior to such anniversary date, such Bank shall be deemed to be a Non-Extending Bank with respect to such Extension Request. The Commitment of each Non-Extending Bank shall terminate on the Termination Date that they accept in effect for such Non-Extending Bank immediately prior to such Extension Request, thenand on such Termination Date the Company shall pay the Administrative Agent, subject to for the following conditions on the Extension Date (i) no Default or Event of Default shall exist and (ii) the representations and warranties made or deemed made by the Borrower in the Loan Documents, shall be true and correct in all material respects on and as of the date account of such extension with Non- Extending Banks, an amount equal to such Non-Extending Banks' Advances plus accrued but unpaid interest and fees thereon; provided that the same force and effect as if made on and as of Company has not replaced such date except Non-Extending Banks pursuant to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier dateSection 2.22(b) and except for changes in factual circumstances not prohibited under the Loan Documents, the Termination Date shall be extended for one year with respect to the Commitment of each Lender accepting such Extension Request. If any Lender shall not have notified Agent on or prior to the date which is 30 days prior to the Extension Date that it accepts such Extension Request (or it expressly rejects such Extension Request), then the Termination Date shall not be extended with respect to the Commitment of such rejecting Lender (each such Lender a “Rejecting Lender”). The Agent shall promptly notify Borrower whether the Extension Request has been accepted or rejected as well as which Lender or Lenders rejected Borrower’s Extension Requestbelow.

Extension of Termination Date. (a) The Borrower shall have the rightBorrowers may, exercisable no more than twice, to request an extension of the current Termination Date by one year. The Borrower may exercise such right only by executing and delivering notice given to the Agent at least 60 days, but no more than 90 days, prior to any anniversary of the Closing Date commencing with the first anniversary thereof (the “Extension Date”), a written request for such extension (an “Extension Request”). The Agent which shall forward to each Lender promptly deliver a copy of the Extension Request delivered thereof to the Agent promptly upon receipt thereof. Borrower understands that this Section has been included in this Agreement for Borrower’s convenience in requesting an extension and acknowledges that none of Lenders nor Agent has promised Lenders) not less than sixty (either expressly or impliedly), nor has any obligation or commitment whatsoever, to extend the Termination Date at any time. If the Required Lenders shall have notified Agent on or prior to the date which is 30 60) days prior to the Extension first, second or third anniversaries of the Effective Date request that they accept the Termination Date for all Lenders be extended for one additional year; provided that the Borrowers may obtain only one such Extension Requestextension. Not later than thirty (30) days after the Borrowers shall have made such request, theneach Lender, subject acting in its sole discretion, shall notify the Agent of its response to the following conditions on the Extension Date such request; provided that any Lender which fails to respond to any such request shall be deemed to have denied such request. Such extension shall be effective as to each Lender agreeing to such extension when (i) each Borrower shall have delivered a certificate to the Agent to the effect that no Default or Event of Default shall exist have occurred and be continuing with respect to such Borrower either on the date of the notice requesting such extension or the last date for the Lenders' responses, (ii) each Obligor shall have delivered a certificate to the Agent to the effect that each of the representations and warranties made of such Obligor set forth herein or deemed made by the Borrower in the Loan Documents, any Credit Document shall be true and correct complete in all material respects on and as of each of the date of such extension notice and the last date for the Lenders' responses with the same force and effect as if made on and as of each such date except (or, if any such representation or warranty is expressly stated to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and made as of a specific date, as of such earlier specific date) and except (iii) Lenders having not less than 50% of the Commitments as in effect at such time shall have agreed to such extension. Each Lender shall make its own independent decision upon a request for changes in factual circumstances not prohibited under the Loan Documents, extension of the Termination Date and no Lender shall be extended for one year with respect to bound by the Commitment decision of each Lender accepting such Extension Request. If any Lender shall not have notified Agent on or prior to the date which is 30 days prior to the Extension Date that it accepts such Extension Request (or it expressly rejects such Extension Request), then the Termination Date shall not be extended with respect to the Commitment of such rejecting Lender (each such Lender a “Rejecting other Lender”). The Agent shall promptly notify Borrower whether give each Lender notice of the Extension Request has responses of all of the Lenders within 45 days of receipt of such request from the Borrowers. In connection with any extension of the Termination Date, the aggregate amount of the Commitments shall be permanently reduced on the First Scheduled Termination Date by the aggregate amount of the Commitments of all Lenders electing not to extend the Termination Date for an additional year from such date which have not been accepted or rejected as well as which Lender or Lenders rejected Borrower’s Extension Requestreplaced pursuant to paragraph (b).

Extension of Termination Date. (a) The Borrower shall have the rightCompany may, exercisable no more than twice, pursuant to request an extension of the current Termination Date by one year. The Borrower may exercise such right only by executing and delivering to the Agent at least 60 days, but no more than 90 days, prior to any anniversary of the Closing Date commencing with the first anniversary thereof (the “Extension Date”), a written request for such extension (an “Extension Request”). The Agent shall forward to each Lender a copy of the Commitment Extension Request in the form of Exhibit E delivered to the Agent promptly upon receipt thereof. Borrower understands that this Section has been included in this Agreement for Borrower’s convenience in requesting an extension and acknowledges that none of Lenders nor Agent has promised (either expressly or impliedly), nor has any obligation or commitment whatsoever, to extend the Termination Date at any time. If the Required Lenders shall have notified Agent on or each Bank not less than 75 days prior to the then scheduled Termination Date, request each Bank to extend its Commitment for an additional three-hundred sixty-four (364) day period expiring on the 364th day of such period (or, if such date is not a Business Day, on the immediately preceding Business Day). Each of the Banks shall, within 45 days of receipt of a Commitment Extension Request from the Company, provide the Company with a non-binding preliminary indication regarding whether such Bank is likely to consent to the extension of its Commitment. If all Banks consent to the extension of their respective Commitments, which is consents shall be given no less than 30 days prior to the Extension Date that they accept such Extension Requestthen scheduled Termination Date, then, subject to the following conditions on the Extension Date (i) no Default or Event of Default shall exist by signing and (ii) the representations and warranties made or deemed made by the Borrower in the Loan Documents, shall be true and correct in all material respects on and as returning an original copy of the date of Commitment Extension Request attached hereto as Exhibit E, such extension with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents, the Termination Date shall be extended for one year with respect so extended, and each Bank hereby agrees that the Agent may amend this Agreement and any other Loan Document to the Commitment extent necessary to effectuate such extension without the necessity of each Lender accepting obtaining any such Extension Request. If any Lender shall not have notified Agent on or prior Bank's signature, the provisions of paragraph 13 to the date which is 30 days prior contrary notwithstanding. In the event that less than all of the Banks consent to the Extension Date that it accepts such Extension Request (or it expressly rejects such Extension Request)an extension of their respective Commitments, then the Termination Date shall not be extended extended, unless the Company designates another bank reasonably satisfactory to the Banks willing so to extend the Termination Date, or one or more of the signatory Banks elect to increase its or their Commitments to the amount of the Commitment of the nonconsenting Bank (any such other bank, including any signatory Bank, to the extent of, and with respect to such an increase in its Commitment, being herein called a "Replacement Bank"), to assume the Commitment and obligations of such rejecting Lender nonconsenting Bank or Banks (each, a "Nonconsenting Bank") with respect to its Loans, and to purchase the outstanding Note of such nonconsenting Bank and such Nonconsenting Bank's rights with respect to its Loans, without recourse or warranty, for a purchase price equal to the outstanding principal balance of the Note of such Nonconsenting Bank, plus all interest accrued thereon and all other amounts owing to such Nonconsenting Bank hereunder. Upon such assumption and purchase by a Replacement Bank, and provided that the Banks (excluding the Nonconsenting Banks and each Replacement Bank) have consented to the Commitment Extension Request prior to the then scheduled Termination Date, (i) the Termination Date shall be so extended, (ii) each such Lender Replacement Bank shall be deemed to be a “Rejecting Lender”)"Bank" for purposes of this Agreement, and (iii) each Nonconsenting Bank shall cease to be a "Bank" for all purposes of this Agreement (except with respect to its rights hereunder to be reimbursed for costs and expenses, and to indemnification with respect to, matters attributable to events, acts or conditions occurring prior to such assumption and purchase) and shall no longer have any obligations hereunder. The Agent shall Each Bank will use its best efforts to respond promptly notify Borrower whether the Extension Request has been accepted or rejected as well as which Lender or Lenders rejected Borrower’s to any Commitment Extension Request, provided that no Bank's failure to so respond shall create any claim against it or have the effect of extending the Termination Date.

Extension of Termination Date. (a) The Borrower shall have the rightEUA may, exercisable no more than twice, to request an extension of the current Termination Date by one year. The Borrower may exercise such right only by executing and delivering submitting to the Agent at least 60 days, but no more than 90 days, prior to any an Extension Notice on or within the 30 days following the first anniversary of the Closing Agreement Date commencing with and, if the first Termination Date has been previously extended pursuant to this Section 1.16, the second anniversary of the Agreement Date, request that the Banks extend the Termination Date to the last day of a period of one year from the then current Termination Date; provided that EUA shall not be entitled to submit any such request if at the time thereof (an Event of Default shall have occurred and be continuing. Promptly upon receipt of such Extension Notice from EUA, the “Extension Date”), a written request for such extension (an “Extension Request”). The Agent shall forward to each Lender a copy notify the Banks of the Extension Request delivered to the Agent promptly upon receipt contents thereof. Borrower understands that this Section has been included Each Bank shall notify the Agent, no later than 30 days following its receipt of such notice from the Agent, of its determination, which shall be in this Agreement for Borrower’s convenience in requesting an extension its sole and acknowledges that none of Lenders nor Agent has promised (either expressly absolute discretion, to extend or impliedly), nor has any obligation or commitment whatsoever, not to extend the Termination Date at Date, which notice shall be irrevocable, provided that if any timeBank shall fail to so notify the Agent, such Bank shall be deemed to have given notice of its determination not to so extend. If the Required Lenders Banks consent to the requested extension, the new Termination Date shall be the last day of the period of one year commencing on the Termination Date in effect immediately prior to such extension. In the event that the Required Banks, but fewer than all of the Banks, consent to the requested extension, EUA shall have notified the right to either (a) with the consent of the Agent on (such consent not to be unreasonably withheld or delayed), replace any non-consenting Bank (with respect to which the Termination Date in effect immediately prior to such extension shall remain in effect) with another commercial bank or banks (collectively, the date which is 30 days prior "Replacement Banks") or (b) with the consent of the Agent (such consent not to be unreasonably withheld or delayed), eliminate any such non-consenting Bank and reduce the Commitments by the amount of such Bank's Commitment. In the case of clause (a) above, the Bank being replaced (the "Replaced Bank") shall promptly transfer its Loans and Commitment to the Extension Date that they accept such Extension Request, then, subject to Replacement Bank or Banks in the following conditions on manner and with the Extension Date effect provided for in Section 10.10(a)(ii) concurrently with (i) no Default the payment to it by the Replacement Bank or Event Banks of Default shall exist an aggregate amount equal to all accrued and unpaid amounts payable to the Replaced Bank hereunder and (ii) the representations and warranties made or deemed made payment to it by the Borrower Borrowers of an amount equal to the aggregate sum of any amounts which would be payable under Section 7.04 as if all of the Replaced Bank's Loans were being prepaid in the Loan Documents, shall be true and correct in all material respects full on and as of the date of such extension with transfer; provided that the same force and effect as if made on and as of such date except fee otherwise payable pursuant to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties Section 10.10(a)(ii)(C) shall have been true and correct in all material respects on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents, the Termination Date shall be extended for one year payable with respect to any such transfer. In the Commitment case of each Lender accepting clause (b) above, the elimination of such Extension Request. If any Lender shall not have notified Agent on or prior to the date which is 30 days prior to the Extension Date that it accepts such Extension Request (or it expressly rejects such Extension Request), then the Termination Date Bank shall not be extended with respect effective until the Bank shall have given notice to the Commitment of such rejecting Lender (each such Lender a “Rejecting Lender”). The Agent shall promptly notify Borrower whether that the Extension Request has been accepted or rejected as well as which Lender or Lenders rejected Borrower’s Extension RequestBorrowers have paid to it all accrued and unpaid amounts payable to it hereunder.

Extension of Termination Date. (a) The Borrower No later than one year prior ----------------------------- to the Termination Date then in effect, provided that no Event of Default shall have occurred and be continuing, the right, exercisable no more than twice, to Borrowers may request an extension of the current such Termination Date by one year. The Borrower may exercise such right only by executing and delivering submitting to the Administrative Agent at least 60 days, but no more than 90 days, prior to any anniversary an Extension Request containing the information in respect of the Closing Date commencing with the first anniversary thereof (the “Extension Date”), a written request for such extension (specified in Exhibit I, which the Administrative Agent shall promptly furnish to each Bank. If, within 30 days of their receipt of an “Extension Request”). The Agent , the Required Banks shall forward to each Lender a copy approve in writing the extension of the Extension Request delivered to the Agent promptly upon receipt thereof. Borrower understands that this Section has been included in this Agreement for Borrower’s convenience in requesting an extension and acknowledges that none of Lenders nor Agent has promised (either expressly or impliedly), nor has any obligation or commitment whatsoever, to extend the Termination Date at any time. If the Required Lenders shall have notified Agent on or prior to the date which is 30 days prior to the Extension Date that they accept requested in such Extension Request, then, subject to the following conditions on the Extension Date (i) no Default or Event of Default shall exist and (ii) the representations and warranties made or deemed made by the Borrower in the Loan Documents, shall be true and correct in all material respects on and as of the date of such extension with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents, the Termination Date shall automatically and without any further action by any Person be extended for the period specified in such Extension Request; provided that (i) each extension pursuant to this subsection 2.16 shall be for a maximum of one year with respect year, (ii) after giving effect to any extension, the Termination Date shall not be more than five years after the date such extension is approved by the Required Banks and (iii) the Commitment of each Lender accepting any Bank which does not consent in writing to such Extension Request. If any Lender shall not have notified Agent on or prior to the date which is extension within 30 days prior to the Extension Date that it accepts of its receipt of such Extension Request (or it expressly rejects an "Objecting Bank") shall, unless earlier terminated in accordance with this Agreement, expire on the Termination Date in effect on the date of such Extension Request (such Termination Date, if any, referred to as the "Commitment Expiration Date" with respect to such Objecting Bank). If, within 30 days of their receipt of an Extension Request), then the Required Banks shall not approve in writing the extension of the Termination Date requested in an Extension Request, the Termination Date shall not be extended with respect pursuant to the Commitment of such rejecting Lender (each such Lender a “Rejecting Lender”)Extension Request. The Administrative Agent shall promptly notify Borrower whether (y) the Extension Request has been accepted or rejected as well as Banks and the Borrowers of any extension of the Termination Date pursuant to this subsection 2.16 and (z) the Borrowers and any other Bank of any Bank which Lender or Lenders rejected Borrower’s Extension Requestbecomes an Objecting Bank.

Extension of Termination Date. (a) The Borrower No later than one year prior to the Termination Date then in effect, provided that no Event of Default shall have occurred and be continuing, the right, exercisable no more than twice, to Borrowers may request an extension of the current such Termination Date by one year. The Borrower may exercise such right only by executing and delivering submitting to the Administrative Agent at least 60 days, but no more than 90 days, prior to any anniversary an Extension Request containing the information in respect of the Closing Date commencing with the first anniversary thereof (the “Extension Date”), a written request for such extension (specified in Exhibit I, which the Administrative Agent shall promptly furnish to each Bank. If, within 30 days of their receipt of an “Extension Request”). The Agent , the Majority Banks shall forward to each Lender a copy approve in writing the extension of the Extension Request delivered to the Agent promptly upon receipt thereof. Borrower understands that this Section has been included in this Agreement for Borrower’s convenience in requesting an extension and acknowledges that none of Lenders nor Agent has promised (either expressly or impliedly), nor has any obligation or commitment whatsoever, to extend the Termination Date at any time. If the Required Lenders shall have notified Agent on or prior to the date which is 30 days prior to the Extension Date that they accept requested in such Extension Request, then, subject to the following conditions on the Extension Date (i) no Default or Event of Default shall exist and (ii) the representations and warranties made or deemed made by the Borrower in the Loan Documents, shall be true and correct in all material respects on and as of the date of such extension with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents, the Termination Date shall automatically and without any further action by any Person be extended for the period specified in such Extension Request; provided that (i) each extension pursuant to this subsection 2.16 shall be for a maximum of one year with respect year, (ii) after giving effect to any extension, the Termination Date shall not be more than five years after the Termination Date then in effect and (iii) the Commitment of each Lender accepting any Bank which does not consent in writing to such Extension Request. If any Lender shall not have notified Agent on or prior to the date which is extension within 30 days prior to the Extension Date that it accepts of its receipt of such Extension Request (or it expressly rejects an “Objecting Bank”) shall, unless earlier terminated in accordance with this Agreement, expire on the Termination Date in effect on the date of such Extension Request (such Termination Date, if any, referred to as the “Commitment Expiration Date” with respect to such Objecting Bank). If, within 30 days of their receipt of an Extension Request), then the Majority Banks shall not approve in writing the extension of the Termination Date requested in an Extension Request, the Termination Date shall not be extended with respect pursuant to the Commitment of such rejecting Lender (each such Lender a “Rejecting Lender”)Extension Request. The Administrative Agent shall promptly notify Borrower whether (y) the Extension Request has been accepted or rejected as well as Banks and the Borrowers of any extension of the Termination Date pursuant to this subsection 2.16 and (z) the Borrowers and any other Bank of any Bank which Lender or Lenders rejected Borrower’s Extension Requestbecomes an Objecting Bank.

Extension of Termination Date. (a) The Borrower shall have Not later than the right, exercisable no more than twice, date 45 days prior to request an extension of the current applicable Termination Date by one year. The Borrower then in effect, the Company may exercise such right only by executing and delivering deliver to the Administrative Agent at least 60 days, but no more than 90 days, prior a notice requesting that the Commitments and Term Loans be extended to any anniversary of such date as the Closing Date commencing with the first anniversary thereof Company may specify in such notice (the “Extension Extended Termination Date”), a written request and the Administrative Agent shall promptly forward such notice to the Lenders. Within 10 days after its receipt of any such notice, each Lender shall notify the Administrative Agent of its willingness or unwillingness so to extend all of its Commitment(s) and Term Loans. Any Lender which shall fail so to notify the Administrative Agent within such period shall be deemed to have declined to extend its Commitment and Term Loans. In the event that Lenders having Commitments and outstanding Term Loans equal to 35% or more of the aggregate Commitments and Term Loans outstanding at such time shall be willing to extend their respective Commitments and Term Loans, the Administrative Agent shall so notify the Company and each Lender and the applicable Termination Date for each consenting Lender (including consenting Canadian Lenders) shall without further action be extended to the Extended Termination Date. In the event that any Lender shall be unwilling to extend its Commitment(s) and Term Loans, the Commitment(s) and Term Loans of such extension (an “Extension Request”)Lender will not be extended and the applicable Termination Date as to that Lender shall remain unchanged. The Agent shall forward to each Lender a copy scheduled amortization payments of principal of any extended Term Loans occurring after the Extension Request delivered to the Agent promptly upon receipt thereof. Borrower understands that this Section has been included in this Agreement for Borrower’s convenience in requesting an extension and acknowledges that none of Lenders nor Agent has promised (either expressly or impliedly), nor has any obligation or commitment whatsoever, to extend the Termination Date at any time. If the Required Lenders shall have notified Agent on or prior to the date which is 30 days prior to the Extension Date that they accept such Extension Request, then, subject to the following conditions on the Extension Date (i) no Default or Event of Default shall exist and (ii) the representations and warranties made or deemed made by the Borrower in the Loan Documents, shall be true and correct in all material respects on and as of the date of such extension with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents, the original applicable Termination Date shall be extended for one year with respect determined by the Term Loan Lenders that have agreed to such extension and the Commitment of each Lender accepting such Extension RequestCompany. If The Company may replace any Lender shall that has not have notified Agent on or prior agreed to the date which is 30 days prior extend its Commitments and Term Loans with an Assuming Lender pursuant to the Extension Date that it accepts such Extension Request (or it expressly rejects such Extension Request), then the Termination Date shall not be extended with respect to the Commitment of such rejecting Lender (each such Lender a “Rejecting Lender”Section 2.04(c). The Notwithstanding the terms of Section 10.01, the Company and the Administrative Agent shall promptly notify Borrower whether be entitled (with the Extension Request has been accepted or rejected as well as which Lender or Lenders rejected Borrower’s Extension Requestconsent of the extending Lenders, but without the consent of any other Lenders) to enter into any amendments to this Agreement that the Administrative Agent and the Company believe are necessary to appropriately reflect any extension pursuant to this Section 2.04(b).

Extension of Termination Date. The Company may request an extension (asubject to each Bank's right to deny any such requested extension) The Borrower shall have of the right, exercisable no Termination Date in effect at any time by submitting a request for an extension in the form of Exhibit I to the Administrative Agent (an "Extension Request") not more than twice90 days and not less than 45 days prior to each anniversary of this Agreement. The request shall specify (i) the new Termination Date, which shall be one year after the Termination Date then in effect, and (ii) the date (which must be at least 45 days after the Extension Request is delivered to the Administrative Agent) as of which the next Termination Date shall be effective (the "Extension Date"). The failure of the Company to request an extension on any applicable anniversary date shall not prevent the Company from requesting an extension on a future anniversary date under this Section 2.18. Promptly upon receipt of an Extension Request, the Administrative Agent shall notify each Bank of the current Termination Date by one year. The Borrower may exercise such right only by executing contents thereof and delivering shall request each Bank to approve the Agent at least 60 days, but no more than 90 days, prior to any anniversary of the Closing Date commencing with the first anniversary thereof (the “Extension Date”), a written request for such extension (an “Extension Request”). The Agent shall forward to each Lender a copy of Each Bank approving the Extension Request delivered shall deliver its written Extension Acceptance in the form of Exhibit J ("Acceptance of Extension") no later than 15 days after receipt of notice from the Administrative Agent. An extension hereunder shall only be effective if an Acceptance of Extension is received by the Administrative Agent from the Required Banks within the time period set forth above. Failure of a Bank to the Agent promptly upon receipt thereofrespond to an Extension Request shall be deemed a denial of such request. Borrower understands that this Section has been included in this Agreement for Borrower’s convenience in requesting an extension and acknowledges that none of Lenders nor Agent has promised If any Bank does not accept such extension, then either (either expressly or impliedly), nor has any obligation or commitment whatsoever, to extend i) on the Termination Date at any time. If the Required Lenders shall have notified Agent on or prior then in effect with respect to the date which is 30 days prior such Bank (without giving effect to the Extension Request rejected by such Bank), (a) the Company shall pay to such Bank all amounts then payable to such Bank under this Agreement and the Note on its applicable Termination Date that they accept and (b) such Extension RequestBank's Commitment shall terminate on the Termination Date applicable to such Bank or (ii) the Company may, thenwith the consent of the Administrative Agent (such consent not to be unreasonably withheld), subject remove such Bank pursuant to the following conditions terms of Section 2.4. No extension pursuant to this Section 2.18 shall be effective as to any Bank unless, on the applicable Extension Date (ia) no Event of Default or Event of Potential Default shall exist and (iib) each of the representations and warranties made or deemed made by of the Borrower Company contained in the Loan Documents, Section 4 shall be true and correct in all material respects on and as of the date of such extension with the same force and effect as if made on and as of such date except to the extent that Extension Date (unless such representations representation and warranties expressly relate solely warranty specifically relates back to an earlier date (date, in which case such representations representation and warranties warranty shall have been true and correct in all material respects on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents, the Termination Date shall be extended for one year with respect to the Commitment of each Lender accepting such Extension Request. If any Lender shall not have notified Agent on or prior to the date which is 30 days prior to the Extension Date that it accepts such Extension Request (or it expressly rejects such Extension Request), then the Termination Date shall not be extended with respect to the Commitment of such rejecting Lender (each such Lender a “Rejecting Lender”). The Agent shall promptly notify Borrower whether the Extension Request has been accepted or rejected as well as which Lender or Lenders rejected Borrower’s Extension Request.

Extension of Termination Date. (a) The Borrower Unless the Termination Date shall have occurred, the rightBorrower may request the Lenders, exercisable no by written notice to the Administrative Agent not more than twice90 days and not less than 60 days prior to the then effective Termination Date, to request an consent to extension of the current Termination Date by one year. The Borrower may exercise such right only by executing and delivering to the Agent at least 60 days, but no more than 90 days, prior to any anniversary of the Closing Date commencing with the first anniversary thereof (the “Extension Date”), a written request for such extension (an “Extension Request”). The Agent shall forward to each Lender a copy of the Extension Request delivered to the Agent promptly upon receipt thereof. Borrower understands that this Section has been included in this Agreement for Borrower’s convenience in requesting an extension and acknowledges that none of Lenders nor Agent has promised (either expressly or impliedly), nor has any obligation or commitment whatsoever, to extend the Termination Date at any time. If the Required Lenders shall have notified Agent on or prior to the date which is one year after the then effective Termination Date (or, if such date is not a Business Day, the next preceding Business Day). Each Lender shall, in its sole discretion, determine whether to consent to such request and shall notify the Administrative Agent of its determination not more than 45 days and not less than 30 days prior to the Extension Date that they accept then-effective Termination Date. Any Lender which fails to give such Extension Request, then, subject notice to the following conditions on the Extension Date (i) no Default or Event of Default shall exist and (ii) the representations and warranties made or deemed made by the Borrower in the Loan Documents, Administrative Agent shall be true and correct in all material respects on and as of the date of deemed to have not consented to such extension with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents, the Termination Date shall be extended for one year with respect to the Commitment of each Lender accepting such Extension Requestrequest. If any Lender shall not have notified consented to such request 30 days prior to the then effective Termination Date (such Lender being referred to herein as a "Non-Consenting Lender"), the Administrative Agent shall promptly so notify the Borrower and the other Lenders, whereupon each other Lender may, not more than 30 days and not less than 25 days prior to the then effective Termination Date, revoke any consent to such extension previously given by such Lender (in which case such Lender shall be deemed a Non-Consenting Lender). If such request shall have been consented to by the Majority Lenders (as determined after giving effect to the replacement of any Non-Consenting Lender pursuant to Section 8.07(h)), the Administrative Agent shall notify the Borrower and the Lenders in writing of such consent, and such extension shall become effective upon the delivery by the Borrower to the Administrative Agent and each Lender, on or prior to the date which is 30 days prior then-effective Termination Date, of (i) a certificate of a duly authorized officer of the Borrower, dated such date, as to the Extension Date accuracy, both before and after giving effect to such proposed extension, of the representations and warranties set forth in Section 4.01 and as to the absence, both before and after giving effect to such proposed extension, of any Event of Default or event that it accepts with the giving of notice or the passage of time or both would constitute an Event of Default, (ii) certified copies of all corporate and governmental approvals, if any, required to be obtained by the Borrower in connection with such Extension Request proposed extension and (or it expressly rejects such Extension Request)iii) an opinion of counsel to the Borrower (who shall be satisfactory to the Administrative Agent) as to the matters set forth in Exhibit D, then upon giving effect to the extension of the Termination Date shall not Date, and such other matters as any Lender, through the Administrative Agent, may reasonably request, all of the foregoing to be extended with respect satisfactory in form and substance to the Administrative Agent. In the event of any such extension of the Termination Date, the Commitment of each Non-Consenting Lender that has not been replaced pursuant to Section 8.07(h) shall be terminated in whole as of such rejecting former Termination Date, the aggregate principal amount of all Advances made by such Non-Consenting Lender, together with accrued and unpaid interest, commitment fees and auction facility fees, and all other amounts payable hereunder to or for the account of such Non-Consenting Lender (each shall be due and payable on such former Termination Date, and upon such reduction and payment of such amounts such Non-Consenting Lender shall cease to be a “Rejecting Lender”). The Agent shall promptly notify Borrower whether the Extension Request has been accepted or rejected as well as which Lender or Lenders rejected Borrower’s Extension Requestparty to this Agreement.

Extension of Termination Date. (a) The No later than sixty (60) days before the Termination Date the Borrower shall have the right, exercisable no more than twice, to may make a request an for a one year extension of the current Termination Date by one yearin a written notice to the Agent. The Borrower Agent will promptly inform the Banks of any such request. Each Bank may, in its sole and absolute discretion, determine whether to consent to such request and may exercise such right only by executing and delivering a revocable written notice (a "Consent Notice") to the Agent at least 60 days, but and the Borrower given no more later than 90 days, forty (40) days prior to the Termination Date (the period from sixty (60) days prior to such Termination Date to and including forty (40) days prior to the Termination Date being the "Consent Period") notify the Agent and the Borrower of its determination to consent to such request. Failure by any anniversary Bank to respond within the Consent Period shall be deemed to be a denial of the Closing Borrower's request by such Bank. Promptly after the Consent Period the Agent shall notify the Banks and the Borrower of which Banks have delivered a Consent Notice. Any Bank may revoke its Consent Notice at any time after the date forty (40) days prior to the Termination Date commencing with to and including the first anniversary thereof date thirty (30) days prior to the Termination Date (the “Extension Date”), a "Revocation Period") by giving written request for such extension (an “Extension Request”). The Agent shall forward to each Lender a copy of the Extension Request delivered notice to the Agent promptly upon receipt thereofand the Borrower of such revocation (a "Revocation Notice"). Borrower understands that this Section If the Agent does not receive a Revocation Notice within the Revocation Period from a Bank who has been included in this Agreement for Borrower’s convenience in requesting an extension and acknowledges that none of Lenders nor Agent has promised (either expressly or impliedly)previously delivered a Consent Notice, nor has any obligation or commitment whatsoever, to extend the Termination Date at any timesuch Bank's Consent Notice shall become irrevocable. If the Required Lenders Banks or the Agent in its capacity as a Bank have not delivered Consent Notices which shall have notified Agent on or prior to the date which is 30 days prior to the Extension Date that they accept such Extension Request, then, subject to the following conditions on the Extension Date (i) no Default or Event of Default shall exist and (ii) the representations and warranties made or deemed made by the Borrower become irrevocable in the Loan Documents, shall be true and correct in all material respects on and as of the date of such extension accordance with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documentsforegoing, the Termination Date shall not be extended for one year with respect to and the Commitment Agent shall promptly notify the Banks and the Borrower of each Lender accepting such Extension Requestcircumstance. If any Lender the Required Banks and the Agent in its capacity as a Bank shall not have notified delivered Consent Notices which shall have become irrevocable in accordance with the foregoing, the Agent on or prior to shall promptly notify the date which is 30 Borrower of such circumstance and the Borrower shall, no later than twenty (20) days prior to the Extension Termination Date, notify the Agent if it still desires the extension of the Termination Date. If the Borrower notifies the Agent in writing no later than twenty (20) days prior to the Termination Date that it accepts such Extension Request (or it expressly rejects such Extension Request)no longer desires the extension of the Termination Date, then the Termination Date shall not be extended with respect to and the Commitment of such rejecting Lender (each such Lender a “Rejecting Lender”). The Agent shall promptly notify the Banks and the Borrower whether of such circumstance. If the Extension Request has been accepted Agent does not receive a written notice from the Borrower no later than twenty (20) days prior to the Termination Date stating that it no longer desires the extension of the Termination Date or rejected the Borrower delivers written notice by such date to the Agent that it still desires the extension of the Termination Date, then, subject to any conditions precedent that the Agent may require in connection with such extension (e.g., the remaking of representations and warranties, no Default or Event of Default having occurred and the delivery of a legal opinion and other appropriate documentation) and as well as which Lender or Lenders rejected Borrower’s Extension Request.to such consenting Banks only, the Termination Date shall be so extended, such extension to be

Extension of Termination Date. At any time not earlier than 120 days prior to, nor later than 90 days prior to, each date that is four years before the Termination Date then in effect (a) The Borrower each an "Anniversary Date"), the Borrowers may request that the Banks extend the then scheduled Termination Date to the date one year from such Termination Date. Each such request by the Borrowers shall have be deemed to be a representation and warranty by the rightBorrowers to the Banks that no material adverse change in the financial condition of Chemical and its Subsidiaries, exercisable no more than twicetaken as a whole, to request an extension has occurred since the date of the current Termination Date by one year. The Borrower may exercise such right only by executing and delivering to the Agent at least 60 days, but no more than 90 days, prior to any anniversary of the Closing Date commencing with the first anniversary thereof (the “Extension Date”), a written request for such extension (an “Extension Request”). The Agent shall forward to each Lender a copy of the Extension Request most recent financial reports delivered to the Banks in accordance with Section 7.4(b) hereof. If such request is made by the Borrowers each Bank shall inform the Administrative Agent promptly upon receipt thereof. Borrower understands that this Section has been included in this Agreement for Borrower’s convenience in requesting an extension and acknowledges that none of Lenders nor Agent has promised (either expressly or impliedly), nor has any obligation or commitment whatsoever, its willingness to extend the Termination Date no later than 30 days after the Banks receive such request. Any Bank's failure to respond by such date shall indicate its unwillingness to agree to such requested extension. At any time more than 30 days before such Anniversary Date Banks having aggregate Commitment Percentages of at any timeleast 80% of the Revolving Credit Commitments then in effect (the "Extending Banks") may propose, by written notice to the Borrowers, an extension of this Agreement to the date one year from the applicable Termination Date on such terms and conditions as the Extending Banks may then require. If the Required Lenders shall have notified Agent on or prior extension of this Agreement to such later date is acceptable to the date which is 30 days prior to the Extension Date that they accept such Extension Request, then, subject to the following conditions Borrowers on the Extension terms and conditions proposed by the Extending Banks, the Borrowers shall notify the Extending Banks of their acceptance of such terms and conditions no later than the Anniversary Date, and such later date will become the Termination Date hereunder and this Agreement shall otherwise be amended in the manner described in the Extending Banks' notice proposing the extension of this Agreement upon the Agent's receipt of (i) no Default or Event an amendment to this Agreement signed by the Borrowers and all of Default shall exist and the Extending Banks, (ii) resolutions of each Borrower's Board of Directors authorizing such extension and (iii) an opinion of counsel to the representations Borrowers equivalent in form and warranties made or deemed made by substance to the Borrower form of opinion attached hereto as Exhibit I and otherwise acceptable to the Extending Banks. If the Borrowers and the Extending Banks agree upon the terms of an extension of the Termination Date, the Borrowers may elect either (i) to terminate the Revolving Credit Commitments of each Bank that is not an Extending Bank (each a "Nonextending Bank") in whole on such Anniversary Date, at which time all Loans and other amounts payable under the Loan DocumentsDocuments to the Nonextending Banks shall become immediately due and payable, or (ii) to replace such Nonextending Banks with one or more financial institutions acceptable to the Borrowers and the Administrative Agent (each a "Replacement Bank"). If the Borrowers elect to replace a Nonextending Bank, such replacement shall be true and correct in all material respects on and become effective as of the date of such extension with the same force and effect as if made on and as of such date except to Nonextending Banks' Revolving Credit Commitments terminate (which shall be no later than the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier dateAnniversary Date) and except for changes in factual circumstances not prohibited under all of the Loan Documents, the Termination Date shall be extended for one year with respect to the Commitment of each Lender accepting such Extension Request. If any Lender shall not have notified Agent on or prior to the date which is 30 days prior to the Extension Date that it accepts such Extension Request (or it expressly rejects such Extension Request), then the Termination Date shall not be extended with respect to the Commitment of such rejecting Lender (each such Lender a “Rejecting Lender”). The Agent shall promptly notify Borrower whether the Extension Request has been accepted or rejected as well as which Lender or Lenders rejected Borrower’s Extension Request.following conditions are satisfied:

Extension of Termination Date. (a) The Borrower shall have may, by written notice to the rightAdministrative Agent (such notice being an "Extension Notice") given at any time, exercisable from time to time but in any event, no more later than twicesixty days prior to the Termination Date (the date of such notice, the "Notice Date"), request the Lenders to request consider an extension of the current then applicable Termination Date by one year. The Borrower may exercise such right only by executing and delivering to a date specified in the Agent at least 60 days, but no more than 90 days, prior to any anniversary of the Closing Date commencing with the first anniversary thereof Extension Notice (the “Extension "Extended Termination Date”), a written request for such extension (an “Extension Request”"). The Administrative Agent shall forward promptly transmit any Extension Notice to each Lender. Each Lender a copy of shall notify the Extension Request delivered to the Administrative Agent promptly upon receipt thereof. Borrower understands that this Section has been included in this Agreement for Borrower’s convenience in requesting an extension and acknowledges that none of Lenders nor Agent has promised (either expressly or impliedly), nor has any obligation or commitment whatsoever, whether it wishes to extend the then applicable Termination Date no later than twenty days after the Notice Date, and any such notice given by a Lender to the Administrative Agent, once given, shall be irrevocable as to such Lender. The Administrative Agent shall promptly notify the Borrower of each Lender's notice that it wishes to extend (each, an "Extension Acceptance Notice"). At the end of such twenty day period, the Borrower may, at any timeits option, elect to extend the period in which Extension Acceptance Notices may be received for an additional twenty days. Any Lender which does not expressly notify the Administrative Agent during such twenty day period or forty day period, as the case may be, that it wishes to so extend the then applicable Termination Date shall be deemed to have rejected the Borrower's request for extension of such Termination Date. Lenders consenting to extend the then applicable Termination Date are hereinafter referred to as "Continuing Lenders", and Lenders declining to consent to extend such Termination Date (or Lenders deemed to have so declined) are hereinafter referred to as "Non-Extending Lenders". If the Required Majority Lenders have elected (in their sole and absolute discretion) to so extend the Termination Date, the Administrative Agent shall have notified notify the Borrower of such election by such Majority Lenders no later than five days after the date when Extension Acceptance Notices are due, and effective on the date of such notice by the Administrative Agent on or prior to the date which is 30 days prior Borrower (the "Extension Date"), the Termination Date shall be automatically and immediately so extended to the Extended Termination Date. No extension will be permitted hereunder without the consent of the Majority Lenders and in no event shall the period from the Extension Date that they accept such Extension Request, then, subject to the following conditions Extended Termination Date exceed five years. Upon the delivery of an Extension Notice and upon the extension of the Termination Date pursuant to this subsection 2.5, the Borrower shall be deemed to have represented and warranted on and as of the Notice Date and the Extension Date (i) Date, as the case may be, that no Default or Event of Default shall exist has occurred and (ii) the representations and warranties made or deemed made by the Borrower is continuing. Notwithstanding anything contained in the Loan Documents, shall be true and correct in all material respects on and as of the date of such extension with the same force and effect as if made on and as of such date except this Agreement to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties contrary, no Lender shall have been true and correct in all material respects on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents, any obligation to extend the Termination Date shall be extended for one year with respect to the Commitment of Date, and each Lender accepting such Extension Request. If any Lender shall not have notified Agent on or prior may at its option, unconditionally and without cause, decline to the date which is 30 days prior to the Extension Date that it accepts such Extension Request (or it expressly rejects such Extension Request), then extend the Termination Date shall not be extended with respect to the Commitment of such rejecting Lender (each such Lender a “Rejecting Lender”). The Agent shall promptly notify Borrower whether the Extension Request has been accepted or rejected as well as which Lender or Lenders rejected Borrower’s Extension RequestDate.

Extension of Termination Date. (a) The Borrower shall have Termination Date may be extended annually upon the right, exercisable no more than twice, to request an extension unanimous written approval of the current Banks and the written agreement of the Borrowers. On or before the thirtieth (30th) day before each Anniversary Date (but no earlier than the sixtieth (60th) day before such Anniversary Date), the Borrowers may request that the Termination Date be extended for a one-year period, by one year. The Borrower may exercise such right only by executing and delivering submitting to the Administrative Agent at least 60 daysby such date an Extension Request Form in substantially the form of Exhibit "C-1" hereto, but no more than 90 days, prior to any anniversary of completed and signed by the Closing Date commencing with the first anniversary thereof Borrowers (the “each an "Extension Date”), a written request for such extension (an “Extension Request”Request Form"). The Upon receipt of any Extension Request Form, the Administrative Agent shall forward to each Lender transmit a copy of such Extension Request Form to each of the Banks within five (5) Business Days after receipt. Each Bank will respond to such request, by returning the Extension Request delivered Form or a copy thereof to the Administrative Agent promptly upon receipt thereofindicating whether such Bank approves or declines such extension, on or before the tenth (10th) day before such Anniversary Date. Borrower understands that this Section has been included in this Agreement However, the failure by any Bank to so respond shall not be deemed to be an approval of such request for Borrower’s convenience in requesting an extension, and no extension and acknowledges that none of Lenders nor Agent has promised (either expressly or impliedly), nor has any obligation or commitment whatsoever, agreement to extend the Termination Date at any time. If shall be effective unless the Required Lenders Administrative Agent shall have notified received the written approval of all of the Banks. In the event the Administrative Agent on or prior receives the written approval of all of the Banks, the Administrative Agent shall promptly notify the Borrowers and the Banks that the Termination Date is extended to the date which is 30 days one year after the Termination Date in effect immediately prior to such extension, by means of a Notice of Extension in substantially the Extension Date that they accept such Extension Requestform of Exhibit "C-2" hereto, then, subject to the following conditions on the Extension Date (i) no Default or Event of Default shall exist and (ii) the representations and warranties made or deemed made by the Borrower in the Loan Documents, shall be true and correct in all material respects on and as of the date of such extension with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents, whereupon the Termination Date shall be extended for one year with respect to the Commitment of each Lender accepting such Extension Request. If any Lender shall not have notified Agent on or prior to the date which is 30 days prior to the Extension Date that it accepts such Extension Request (or it expressly rejects such Extension Request)extended, then the Termination Date shall not be extended with respect to the Commitment effective as of such rejecting Lender (each Anniversary Date, without the necessity for any further action or documentation. However, the Borrowers shall execute and deliver or cause to be executed and delivered any and all documents which may be reasonably required by the Administrative Agent or the Required Banks in connection with such Lender a “Rejecting Lender”)extension. The Agent shall promptly notify Borrower whether the Extension Request has been accepted or rejected as well as which Lender or Lenders rejected Borrower’s Extension RequestTHE BANKS AND THE ADMINISTRATIVE AGENT SHALL HAVE NO OBLIGATION OR COMMITMENT WHATSOEVER TO EXTEND THE TERMINATION DATE AT ANY TIME, AND NONE OF THE BANKS OR THE ADMINISTRATIVE AGENT HAS MADE ANY REPRESENTATION TO THE BORROWERS REGARDING ANY SUCH EXTENSION.

Extension of Termination Date. (a) The Borrower shall have the right, exercisable no more than twice, to request an extension of the current Termination Date by one year1. The Borrower may exercise such right only by executing and delivering Within 60 days prior to the Agent at least 60 days, but no more than 90 days, prior to any first anniversary of the Closing Date, the Borrower may notify Agent that it desires that the Termination Date commencing with be extended for one year to the first sixth anniversary thereof (of the “Extension Closing Date”), a written request for such extension (an “Extension Request”). The Agent shall forward provide written notice of such request to all the Banks within two Business Days after its receipt thereof, and each Lender a copy Bank shall notify Agent in writing within ten Business Days after its receipt of the Extension Request delivered written notice from Agent of its decision regarding such request. The failure of any Bank to respond to such request within the Agent promptly upon receipt thereof. Borrower understands that this Section has been included in this Agreement for Borrower’s convenience in requesting an extension and acknowledges that none of Lenders nor Agent has promised (either expressly or impliedly), nor has any obligation or commitment whatsoever, ten Business Day period shall be deemed a refusal to extend the Termination Date at any timesuch request by such Bank. If the Required Lenders shall have notified Agent on or prior to the date which is 30 days prior to the Extension Date that they accept such Extension Request, then, subject to the following conditions on the Extension Date (i) no Default or Event of Default shall exist and (ii) the representations and warranties made or deemed made by the Borrower in the Loan Documents, shall be true and correct in all material respects on and as of the date of Banks consent to such extension with request in writing within such ten Business Day period (such consenting Banks are referred to herein as the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents"Consenting Banks"), the Termination Date shall be extended for one year with respect to the Commitment sixth anniversary of each Lender accepting the Closing Date, and Agent shall notify the Borrower in writing of such Extension Requestextension within two Business Days of its receipt of the last written consent from the Banks. If any Lender shall not have notified within such ten Business Day period, one or more Banks informs the Agent on or prior to the date which is 30 days prior to the Extension Date in writing that it accepts does not consent to such Extension Request extension request or fails to consent in writing (or it expressly rejects such Extension Requestnon-consenting Banks are referred to herein as the "Non- Consenting Banks"), then the Termination Date shall not be extended with respect to the Commitment of such rejecting Lender (each such Lender a “Rejecting Lender”). The Agent shall promptly notify the Borrower whether of each such Non-Consenting Bank, and the Extension Request has been accepted Borrower, at its option, shall have a period of 30 days after receipt of such notice (i) to replace each such Non-Consenting Bank pursuant to the provisions of Section 11.07 with an Eligible Assignee which does consent to such extension, or rejected as well as which Lender or Lenders rejected Borrower’s Extension Request.(ii) to continue this Agreement with the Consenting Banks and to reduce the amount of the Facility by the amount of the Loans and Commitments of all Non-

Extension of Termination Date. (a) The Borrower On no more than two occasions, the Borrowers may, by delivery of a Termination Date Extension Request to the Administrative Agent (which shall promptly deliver a copy thereof to each Bank) not more than 90 days but not less than 30 days prior to each of March 15, 2021, and March 15, 2022, request that the Banks extend the then-existing Termination Date (the “Existing Termination Date”) in accordance with this Section. Each Termination Date Extension Request shall specify the date to which the Termination Date is sought to be extended. In the event a Termination Date Extension Request shall have been delivered by the Borrowers, each Bank shall have the right, exercisable no more than twice, right to request an agree to the extension of the current Existing Termination Date with regard to its entire Commitment on the terms and subject to the conditions set forth therein (each Bank agreeing to the Termination Date Extension Request being referred to herein as a “Consenting Bank” and each Bank not agreeing thereto being referred to herein as a “Declining Bank”), which right may be exercised by one year. The Borrower may written notice thereof delivered to the Borrowers (with a copy to the Administrative Agent) not later than a day to be agreed upon by the Borrowers and the Administrative Agent following the date on which the Termination Date Extension Request shall have been delivered by the Borrowers (it being understood and agreed that any Bank that shall have failed to exercise such right only as set forth above shall be deemed to be a Declining Bank). If a Consenting Bank shall have agreed to such Termination Date Extension Request in respect of Commitments held by executing and delivering them, then, subject to paragraph (c) of this Section, on the Agent at least 60 days, but no more than 90 days, prior to any anniversary of date specified in the Closing Termination Date commencing with Extension Request as the first anniversary effective date thereof (the “Extension Effective Date”), a written request for such extension (an “Extension Request”). The Agent shall forward to each Lender a copy the Existing Termination Date of the Extension Request delivered applicable Commitments shall, as to the Agent promptly upon receipt thereof. Borrower understands that this Section has been included in this Agreement for Borrower’s convenience in requesting an extension and acknowledges that none of Lenders nor Agent has promised (either expressly or impliedly)Consenting Banks, nor has any obligation or commitment whatsoever, be extended to extend the Termination Date at any time. If the Required Lenders shall have notified Agent on or prior to the such date which is 30 days prior to the Extension Date that they accept such Extension Request, then, subject to the following conditions on the Extension Date (i) no Default or Event of Default shall exist and (ii) the representations and warranties made or deemed made by the Borrower in the Loan Documents, as shall be true and correct in all material respects on and as of the date of such extension with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents, the Termination Date shall be extended for one year with respect to the Commitment of each Lender accepting such Extension Request. If any Lender shall not have notified Agent on or prior to the date which is 30 days prior to the Extension Date that it accepts such Extension Request (or it expressly rejects such Extension Request), then the Termination Date shall not be extended with respect to the Commitment of such rejecting Lender (each such Lender a “Rejecting Lender”). The Agent shall promptly notify Borrower whether the Extension Request has been accepted or rejected as well as which Lender or Lenders rejected Borrower’s Extension Requestspecified therein.

Extension of Termination Date. (a) The Borrower shall have the right, exercisable no more than twice, to may request an extension of the current Termination Date in effect at such time by one yearyear from its then scheduled expiration by giving notice of such request (an “Extension Request”) to the Agent. No more than two Extension Requests shall be delivered by the Borrower. Each such Extension Request shall indicate the date by which responses are requested (which shall not be less than ten Business Days after the date of such Extension Request). The Agent shall promptly notify each Lender of such request, and each Lender shall in turn, in its sole discretion, not later than the date indicated in such Extension Request, notify the Borrower may exercise such right only by executing and delivering to the Agent at least 60 days, but no more than 90 days, prior in writing as to whether such Lender will consent to such Extension Request. If any Lender shall fail to timely notify the Agent and the Borrower in writing of its consent to any anniversary such Extension Request, such Lender shall be deemed to be a Non-Consenting Lender with respect to such request. (b) If all the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.19, the Closing Termination Date commencing with in effect at such time shall, effective as at the first anniversary thereof date indicated in the applicable Extension Request (the “Extension Date”), be extended for one year; provided that on each Extension Date the applicable conditions set forth in Article III shall be satisfied. If less than all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.19, the Termination Date in effect at such time shall, effective as at the applicable Extension Date and subject to subsection (d) of this Section 2.19, be extended as to those Lenders that so consented (each a written request for such extension “Consenting Lender”) but shall not be extended as to any other Lender (an each a “Extension RequestNon- Consenting Lender”). The Agent shall forward to each Lender a copy of To the Extension Request delivered to the Agent promptly upon receipt thereof. Borrower understands extent that this Section has been included in this Agreement for Borrower’s convenience in requesting an extension and acknowledges that none of Lenders nor Agent has promised (either expressly or impliedly), nor has any obligation or commitment whatsoever, to extend the Termination Date at is not extended as to any time. If Lender pursuant to this Section 2.19 and the Required Lenders shall have notified Agent Commitment(s) of such Lender is not assumed in accordance with subsection (c) of this Section 2.19 on or prior to the date which is 30 days applicable Extension Date, the Commitment(s) of such Non- Consenting Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the Borrower, such Lender or any other Person; provided that such Non-Consenting Lender’s rights under Sections 2.11, 2.14 and 8.04, and its obligations under Section 7.05, shall survive the Termination Date for such Lender as to matters occurring prior to the Extension Date such date. It is understood and agreed that they accept such Extension Request, then, subject no Lender shall have any obligation whatsoever to the following conditions on the Extension Date (i) no Default or Event of Default shall exist and (ii) the representations and warranties made or deemed agree to any request made by the Borrower in for any requested extension of the Loan DocumentsTermination Date. (c) If less than all of the Lenders consent to any such request pursuant to subsection (a) of this Section 2.19, shall be true the Borrower may arrange for one or more Consenting Lenders or other Eligible Assignees approved by the Agent, each Issuing Bank and correct in all material respects on and each Swing Line Bank as Assuming Lenders to assume, effective as of the date Extension Date, any Non-Consenting Lender’s Commitment(s) and all of the obligations of such extension with Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting Lender; provided, however, that the same force and effect amount of the Revolving Credit Commitment of any such Assuming Lender as if made on and as a result of such date except to substitution shall in no event be less than $5,000,000 unless the extent that amount of the Commitment of such representations and warranties expressly relate solely to an earlier date (Non-Consenting Lender is less than $5,000,000, in which case such representations Assuming Lender shall assume all of such lesser amount; and warranties provided further that: (i) any such Consenting Lender or Assuming Lender shall have paid to such Non- Consenting Lender (A) the aggregate principal amount of, and any interest accrued and unpaid to the effective date of the assignment on, the outstanding Advances, if any, of such Non- Consenting Lender plus (B) any accrued but unpaid facility fees owing to such Non-Consenting Lender as of the effective date of such assignment; (ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been true and correct in all material respects on and as of paid to such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents, the Termination Date shall be extended for one year with respect to the Commitment of each Lender accepting such Extension Request. If any Lender shall not have notified Agent on or prior to the date which is 30 days prior to the Extension Date that it accepts such Extension Request (or it expressly rejects such Extension Request), then the Termination Date shall not be extended with respect to the Commitment of such rejecting Lender (each such Lender a “Rejecting Non-Consenting Lender”). The Agent shall promptly notify Borrower whether the Extension Request has been accepted or rejected as well as which Lender or Lenders rejected Borrower’s Extension Request.; and

Extension of Termination Date. (a) The Borrower shall have the right, exercisable no Not more than twiceonce in any fiscal year of the Borrower, to the Borrower may request an extension of the current Termination Date to the first or second anniversary of the then scheduled Termination Date (but in no event later than the fourth anniversary of the date of such request) by one year. The Borrower may exercise such right only by executing and delivering submitting a request for an extension to the Agent at least 60 days, but no more not less than 90 days, 180 days prior to any anniversary the then scheduled Termination Date. At the time of or prior to the delivery of such request, the Borrower shall propose to the Agent the amount of the Closing Date commencing fees that the Borrower would agree to pay with the first anniversary thereof (the “Extension Date”), a written request for respect to such extension if approved by the Lenders. Promptly upon (an but not later than five Business Days after) the Agent’s receipt and approval of the extension request and fee proposal (as so approved, the “Extension Request”). The , the Agent shall forward deliver to each Lender a copy of, and shall request each Lender to approve, the Extension Request. Each Lender approving the Extension Request shall deliver its written approval no later than 60 days after such Lender’s receipt of the Extension Request. If the written approval of the Extension Request delivered to by the Lenders whose Pro Rata Shares equal or exceed 66-2/3% in the aggregate is received by the Agent promptly upon receipt thereof. Borrower understands that this Section has been included in this Agreement for Borrower’s convenience in requesting an extension and acknowledges that none of Lenders nor Agent has promised (either expressly or impliedly), nor has any obligation or commitment whatsoever, to extend the Termination Date at any time. If the Required Lenders shall have notified Agent on or prior to the date which is 30 days prior to the Extension Date that they accept within such Extension Request, then, subject to the following conditions on the Extension Date (i) no Default or Event of Default shall exist and (ii) the representations and warranties made or deemed made by the Borrower in the Loan Documents, shall be true and correct in all material respects on and as of the date of such extension with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents60-day period, the Termination Date shall be extended for one year to the first or second anniversary of the then scheduled Termination Date (as specified in the Extension Request) but only with respect to the Commitment of each Lender accepting Lenders that have given such Extension Requestwritten approval. If any Lender shall not have notified Agent on or prior Except to the date which is 30 days prior extent that a Lender that did not give its written approval to the Extension Date that it accepts such Extension Request (or it expressly rejects “Rejecting Lender”) is replaced as provided in Section 2.21, prior to the Termination Date (as determined prior to such Extension Request), then on such date (the “Rejecting Lender’s Termination Date shall not be extended with respect to Date”) (i) the Commitment of such rejecting Lender (each such Rejecting Lender a “shall terminate, (ii) the Aggregate Commitment shall be reduced by the aggregate amount of such terminated Commitments and (iii) all Loans and other Obligations to each such Rejecting Lender shall be paid in full by the Borrower. If the sum of the principal balance of all Loans outstanding and all Facility Letter of Credit Obligations following the payment provided for in clause (iii) above exceeds the Aggregate Commitment (as reduced as provided in clause (ii) above), the Borrower shall, on the Rejecting Lender”’s Termination Date, repay outstanding Loans or cause to be canceled, released and returned to the applicable Issuer outstanding Facility Letters of Credit in the amounts necessary to cause the sum of the principal balance of all Loans outstanding and all Facility Letter of Credit Obligations to equal but not exceed the Aggregate Commitment (as reduced). The Agent shall promptly notify Borrower whether the Extension Request has been accepted or rejected as well as which Lender or Lenders rejected Borrower’s Extension Request.

Extension of Termination Date. (a) The Borrower shall have the right, exercisable no more than twiceone time, to request an extension of that the current Administrative Agent and the Lenders agree to extend the Termination Date by one year. The Borrower may exercise such right only by executing and delivering to the Administrative Agent at least 60 days, 90 days but no not more than 90 days, 180 days prior to any anniversary of the Closing Date commencing with the first anniversary thereof (the “Extension current Termination Date”), a written request for such extension (an “Extension Request”)extension. The Administrative Agent shall forward to each Lender notify the Lenders if it receives such a copy of the Extension Request delivered to the Agent request promptly upon receipt thereof. Not later than the date that is 30 days after the Administrative Agent’s receipt of such a request, the Administrative Agent shall notify the Borrower understands that this Section has been included in this Agreement for Borrower’s convenience in requesting an if the Requisite Lenders have determined to condition the extension and acknowledges that none of Lenders nor Agent has promised (either expressly or impliedly), nor has any obligation or commitment whatsoever, to extend the Termination Date at any timeon an increase in the Capitalization Rate to a percentage not to exceed 9.25%, and if so, what the new Capitalization Rate to become effective on the current Termination Date would be. Any new Capitalization Rate shall be the rate determined by the Requisite Lenders on the basis of then current market conditions and data. If the Required Requisite Lenders shall have notified Agent determine to condition the extension of the Termination Date on or prior to an increase in the Capitalization Rate, then not later than the date which that is 30 days prior to the current Termination Date (the “Extension Notification Date”), the Borrower shall notify the Administrative Agent in writing of its decision to extend or not to extend the Termination Date that they accept by one year. If the Borrower fails to provide such written notification on or prior to the Extension RequestNotification Date, thenthe Borrower shall be deemed to have elected to extend the Termination Date by one year. If the Borrower elects, or is deemed to have elected, to extend the Termination Date, then subject to satisfaction of the following conditions on conditions, the Extension Termination Date shall be extended for one year effective upon receipt by the Administrative Agent of payment of the fee referred to in the following clause (iy): (x) immediately prior to such extension and immediately after giving effect thereto, (A) no Default or Event of Default shall exist and (iiB) the representations and warranties made or deemed made by the Parent, the Borrower and each other Loan Party in the Loan DocumentsDocuments to which any of them is a party, shall be true and correct in all material respects on and as of the date of such extension with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date) and except for changes in factual circumstances not prohibited specifically and expressly permitted under the Loan Documents, Documents and (y) the Termination Date Borrower shall be extended for one year with respect to have paid the Commitment of each Lender accepting such Extension RequestFees payable under Section 3.5.(d). If At any Lender shall not have notified Agent on or time prior to the date which is 30 days prior effectiveness of any such extension, upon the Administrative Agent’s request, the Borrower shall deliver to the Extension Date that it accepts such Extension Request Administrative Agent a certificate from the chief executive officer or chief financial officer of the Parent certifying the matters referred to in the immediately preceding clauses (or it expressly rejects such Extension Requestx)(A) and (x)(B), then the Termination Date shall not be extended with respect to the Commitment of such rejecting Lender (each such Lender a “Rejecting Lender”). The Agent shall promptly notify Borrower whether the Extension Request has been accepted or rejected as well as which Lender or Lenders rejected Borrower’s Extension Request.

Extension of Termination Date. (a) The Borrower shall have Company may, by written notice to the right, exercisable Administrative Agent (each such notice being an "Extension Request") given no more than twice, to request an extension of the current Termination Date by one year. The Borrower may exercise such right only by executing and delivering to the Agent at least 60 days, but no more 59 days nor less than 90 days, prior to any anniversary of the Closing Date commencing with the first anniversary thereof (the “Extension Date”), a written request for such extension (an “Extension Request”). The Agent shall forward to each Lender a copy of the Extension Request delivered to the Agent promptly upon receipt thereof. Borrower understands that this Section has been included in this Agreement for Borrower’s convenience in requesting an extension and acknowledges that none of Lenders nor Agent has promised (either expressly or impliedly), nor has any obligation or commitment whatsoever, to extend the Termination Date at any time. If the Required Lenders shall have notified Agent on or prior to the date which is 30 days prior to each anniversary date of this Agreement, extend the then applicable Termination Date to a date 364 days after the then-applicable Termination Date; provided, however, that such extension shall be effective only with respect to a Bank which, by a written notice (a "Continuation Notice") to the Company and the Administrative Agent given no more than 30 days and no less than 15 days before such anniversary date, consents to such extension (each Bank giving a Continuation Notice thereafter being referred to as a "Continuing Bank" and each Bank other than a Continuing Bank being a "Non-Extending Bank"); provided further, however, that the Borrowers shall not have made the Term Loan Election for Advances outstanding on such Termination Date prior to such time; provided further, however, that such extension shall be effective only if the aggregate Commitments of the Continuing Banks are not less than 51% of the aggregate Commitments in effect at the date the Company gives the applicable Extension Request. Within five Business Days after the Administrative Agent receives an Extension Request it shall notify each Bank thereof. If any Bank fails to notify the Administrative Agent in writing of its consent to, or refusal of, any such Extension Request at least 15 days prior to such anniversary date, such Bank shall be deemed to be a Non-Extending Bank with respect to such Extension Request. The Commitment of each Non-Extending Bank shall terminate on the Termination Date that they accept in effect for such Non-Extending Bank immediately prior to such Extension Request, thenand on such Termination Date the Company shall pay the Administrative Agent, subject to for the following conditions on the Extension Date (i) no Default or Event of Default shall exist and (ii) the representations and warranties made or deemed made by the Borrower in the Loan Documents, shall be true and correct in all material respects on and as of the date account of such extension with Non-Extending Banks, an amount equal to such Non-Extending Banks' Advances plus accrued but unpaid interest and fees thereon and all other amounts owed such Bank hereunder; provided that the same force and effect as if made on and as of Company has not replaced such date except Non-Extending Banks pursuant to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier dateSection 2.22(b) and except for changes in factual circumstances not prohibited under the Loan Documents, the Termination Date shall be extended for one year with respect to the Commitment of each Lender accepting such Extension Request. If any Lender shall not have notified Agent on or prior to the date which is 30 days prior to the Extension Date that it accepts such Extension Request (or it expressly rejects such Extension Request), then the Termination Date shall not be extended with respect to the Commitment of such rejecting Lender (each such Lender a “Rejecting Lender”). The Agent shall promptly notify Borrower whether the Extension Request has been accepted or rejected as well as which Lender or Lenders rejected Borrower’s Extension Requestbelow.

Extension of Termination Date. (a) The Master Borrower shall have the rightmay, exercisable no more than twiceat its option, to request an extension of the current Termination Date by one year. The Borrower may exercise such right only by executing and delivering to the Administrative Agent at least 60 daysan Extension Request, but no request the Lenders to extend the Termination Date provided that the request cannot be more than 90 days, days and not less than 60 days prior to any anniversary of the Closing Date commencing with the first anniversary thereof (the “Extension Anniversary Date”), a written request for such extension (. Master Borrower may make an “Extension Request”). The Agent shall forward to Request in respect of the Credit Facilities from each Lender a copy of the Extension Request delivered which has not previously refused (or been deemed to the Agent promptly upon receipt thereof. Borrower understands that this Section has been included in this Agreement for Borrower’s convenience in requesting an extension and acknowledges that none of Lenders nor Agent has promised (either expressly or impliedly), nor has any obligation or commitment whatsoever, have refused) to extend the Termination Date pursuant to any prior Extension Request (each, a “Requested Lender”) to a specified Business Day provided that such date is no later than three (3) years from the effectiveness of such extension (such requested date being the “New Date”) by delivering to the Administrative Agent an executed Extension Request. The Administrative Agent shall forthwith, and in any event within two (2) Business Days, notify each Requested Lender of such request by Master Borrower (the date on which such notice is given being the “Notification Date”). Each Requested Lender shall advise the Administrative Agent as to whether or not it agrees to such request not later than 30 days after the Notification Date; provided that in the event any Requested Lender does not so advise the Administrative Agent within such 30 day period, such Requested Lender shall be deemed to have elected not to agree to such request. Within two (2) Business Days of the Administrative Agent having received from all Requested Lenders their respective decision or deemed decision with regard to the an Extension Request, the Administrative Agent shall, unless the provisions of paragraph 5.2(c) below are applicable at that time, advise Master Borrower which Lenders have agreed to extend the Termination Date to the New Date pursuant to the Extension Request, and deliver to Master Borrower an acceptance of the Extension Request, which may be conditional upon any timeadditional terms and conditions specified by the Administrative Agent (the date on which Administrative the Agent notifies Master Borrower of such conditional acceptance being the “Extension Decision Date”). If the Required Lenders shall have notified Agent on or prior to the date which acceptance is 30 days prior to the Extension Date that they accept such Extension Requestnot conditional upon additional terms and conditions, then, subject to the following conditions effective on the Extension Date (i) no Default or Event of Default shall exist and (ii) the representations and warranties made or deemed made by the Borrower in the Loan Documents, shall be true and correct in all material respects on and as of the date of such extension with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan DocumentsAnniversary Date, the Termination Date shall be extended for one year with respect to the Commitment of each Lender New Date. If the acceptance is conditional upon additional terms and conditions, Master Borrower shall have 10 Business Days to accept such additional terms and conditions. Upon written notice being provided by Master Xxxxxxxx to the Administrative Agent accepting such Extension Request. If any Lender additional terms and conditions, the Termination Date shall not have notified Agent on or prior be extended to the date which is 30 days prior to New Date effective on the Extension Date that it accepts such Extension Request (or it expressly rejects such Extension Request)Anniversary Date. For clarity, then any extension of the Termination Date shall not be extended with limit the Lenders’ right to make demand at any time in respect to of the Commitment of such rejecting Lender (each such Lender a “Rejecting Lender”). The Agent Wholesale Flooring Facility, and shall promptly notify Borrower whether not extend the Extension Request has been accepted or rejected as well as which Lender or Lenders rejected Borrower’s Extension Request.time for any

Extension of Termination Date. (a) The Borrower shall have the rightCompany may, exercisable no more than twice, to request an extension of the current Termination Date by one year. The Borrower may exercise such right only by executing and delivering written notice to the Administrative Agent at least in the form of Exhibit J-1 (the “Extension Request”) given no earlier than 60 days, but no more than 90 days, days prior to any the upcoming anniversary of the Closing Date commencing with the first but no later than 45 days prior to such anniversary thereof (the “Extension Date”), a written request for such extension (an “Extension Request”). The Agent shall forward to each Lender a copy of the Extension Request delivered to Closing Date, request that the Agent promptly upon receipt thereof. Borrower understands that this Section has been included in this Agreement for Borrower’s convenience in requesting an extension and acknowledges that none of Lenders nor Agent has promised (either expressly or impliedly), nor has any obligation or commitment whatsoever, to extend the then applicable Termination Date at any time. If the Required Lenders shall have notified Agent on or prior be extended to the date which that is 30 one calendar year after the then applicable Termination Date. Such extension shall be effective with respect to each Bank that, by a written notice in the form of Exhibit J-2 (a “Continuation Notice”) to the Administrative Agent given no later than 20 days prior to the Extension Date then applicable anniversary of the Closing Date, consents, in its sole discretion, to such extension (each Bank giving a Continuation Notice being referred to herein as a “Continuing Bank” and each Bank other than a Continuing Bank being referred to herein as a “Non-Extending Bank”), provided that they accept (i) such extension shall be effective only if the aggregate Revolving Commitments of the Continuing Banks constitute at least a majority of the Total Revolving Commitments on the date of the Extension Request, then, subject to the following conditions on the Extension Date (i) no Default or Event of Default shall exist and (ii) the representations and warranties made or deemed made by the Borrower in the Loan Documents, shall be true and correct in all material respects on and as of the date of such extension with the same force and effect as if made on and as of such date except any Bank that fails to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents, the Termination Date shall be extended for one year with respect to the Commitment of each Lender accepting such Extension Request. If any Lender shall not have notified Agent on or prior to the date which is 30 submit a Continuation Notice at least 20 days prior to the then applicable anniversary of the Closing Date shall be deemed not to have consented to such extension and shall constitute a Non-Extending Bank and (iii) the Company may give no more than two Extension Date that it accepts such Requests during the term of this Agreement. No Bank shall have any obligation to consent to any extension of the Termination Date. The Administrative Agent shall notify each Bank of the receipt of an Extension Request (or it expressly rejects such Extension Request), then promptly after receipt thereof. The Administrative Agent shall notify the Termination Date shall not be extended with respect Company and the Banks no later than 15 days prior to the Commitment then applicable anniversary of such rejecting Lender (each such Lender a “Rejecting Lender”). The Agent shall promptly notify Borrower the Closing Date which Banks are Continuing Banks and which Banks are Non-Extending Banks, and whether the Extension Request Administrative Agent has been accepted or rejected as well as which Lender or Lenders rejected Borrower’s received Continuation Notices from Banks holding Revolving Commitments aggregating at least a majority of the Total Revolving Commitments on the date of the Extension Request.

Extension of Termination Date. (a) The Borrower So long as no Event of Default has occurred and is continuing, the Company may request, in a notice given as herein provided and substantially in the form attached hereto as Exhibit E or in such other form as shall have be acceptable to the rightAdministrative Agent (the “Extension of Termination Date Request”) to the Administrative Agent, exercisable no more than twice, who shall promptly forward such notice to request an extension each of the current Termination Date by one year. The Borrower may exercise such right only by executing Lenders, not less than 30 days and delivering to the Agent at least 60 days, but no not more than 90 days, days prior to any each anniversary of the Closing Date, that the then-applicable Termination Date commencing with the first anniversary thereof (the “Extension Existing Termination Date”) be extended to the date that is one year after such Existing Termination Date (each such date, the “Requested Termination Date”), a written ; provided that the Company may request for such extension (an “Extension Request”). The Agent shall forward to each Lender a copy of the Extension Request delivered to the Agent promptly upon receipt thereof. Borrower understands that this Section has been included in this Agreement for Borrower’s convenience in requesting an extension no more than two times after the First Amendment Effective Date. Each Lender, acting in its sole discretion, shall, not later than a date 20 days after its receipt of any such notice from a Borrower, notify the Company and acknowledges that none the Administrative Agent in writing of Lenders nor Agent has promised (either expressly its election to extend or impliedly), nor has any obligation or commitment whatsoever, not to extend the Existing Termination Date at any timewith respect to its Commitment. If Any Lender which shall not timely notify the Required Lenders shall have notified Company and the Administrative Agent on or prior of its election to extend the date which is 30 days prior to the Extension Date that they accept such Extension Request, then, subject to the following conditions on the Extension Date (i) no Default or Event of Default shall exist and (ii) the representations and warranties made or deemed made by the Borrower in the Loan Documents, shall be true and correct in all material respects on and as of the date of such extension with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents, the Existing Termination Date shall be extended for one year deemed not to have elected to extend the Existing Termination Date with respect to the its Commitment of each Lender accepting such Extension Request. If (any Lender shall who timely notifies the Company and the Administrative Agent of an election not have notified to extend or fails to timely notify the Company and the Administrative Agent on or prior of its election being referred to the date which is 30 days prior to the Extension Date that it accepts such Extension Request (or it expressly rejects such Extension Request), then the Termination Date shall not be extended with respect to the Commitment of such rejecting Lender (each such Lender as a “Rejecting Terminating Lender”). The Agent No Lender shall promptly notify Borrower whether have any obligation to extend the Extension Request has been accepted or rejected as well as Existing Termination Date without such Lender’s written consent, which Lender or Lenders rejected Borrowermay be withheld in such Lender’s Extension Requestsole discretion.

Extension of Termination Date. (a) The Borrower shall have the right, exercisable no At least 30 but not more than twice, to request an extension 60 days before each anniversary of the current Termination Date date of this Agreement, the Borrower may, by one year. The Borrower may exercise such right only by executing and delivering a written request to the Agent at least 60 days, but no more than 90 days, prior to any anniversary of the Closing Date commencing with the first anniversary thereof (the “Extension Date”each such request being irrevocable), a written request that each Lender extend for one year the Termination Date with respect to such extension (an “Extension Request”)Lender's Commitment. The Agent shall forward to shall, upon its receipt of such a request, promptly notify each Lender a copy of the Extension Request delivered to thereof, and request that each Lender promptly advise the Agent promptly upon of its approval or rejection of such request. (b) Upon receipt thereof. Borrower understands that this Section has been included in this Agreement for Borrower’s convenience in requesting an extension and acknowledges that none of Lenders nor Agent has promised such notification from the Agent, each Lender may (either expressly or impliedlybut shall not be required to), nor has any obligation or commitment whatsoeverin its sole and absolute discretion, agree to extend the Termination Date at any time. If the Required Lenders with respect to its Commitment for a period of one year, and shall have notified Agent on or prior (should it determine to the date which is 30 do so), no later than 20 days prior to such anniversary, notify the Extension Date that they accept Agent of its approval concerning such Extension Request, then, subject to the following conditions on the Extension Date (i) no Default or Event of Default shall exist and (ii) the representations and warranties made or deemed made by the Borrower in the Loan Documents, shall be true and correct in all material respects on and as of the date of such extension with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents, the Termination Date shall be extended for one year with respect to the Commitment of each Lender accepting such Extension Requestrequest. If any Lender shall not so notify the Agent, such Lender shall be deemed not to have notified consented to such request. The Agent on or prior shall thereupon notify the Borrower as to the date which is 30 days prior Lenders, if any, that have consented to such request (c) If one or more Lenders (the "Nonextending Lenders") elects not to extend (or fails to notify the Agent of its consent to extend) its Commitment, the Borrower shall have the right to arrange with an Eligible Assignee acceptable to the Extension Date that it accepts Borrower and the Agent to assume all or a part of such Extension Request (Nonextending Lender's obligations under this Agreement. If there shall be no substituted Lender or it expressly rejects such Extension Request)Lenders to assume the obligations of a Nonextending Lender, then the Termination Date shall not be extended with respect to (i) the Commitment of such rejecting Nonextending Lender shall terminate on the Termination Date in effect immediately before such extension, (ii) the Borrower shall repay in full on such Termination Date all Advances by such Nonextending Lender and all other amounts payable to such Nonextending Lender under this Agreement, and (iii) such Nonextending Lender shall not be obligated to make any Advances the maturity date of which would be later than such Termination Date. In such case each remaining Lender's Percentage for the period of such Lender a “Rejecting extension shall be changed so as to equal that percentage which such remaining Lender”)'s Commitment hereunder represents of the total Commitments of all remaining Lenders who have agreed to such extension. The If the Agent shall promptly notify Borrower whether arrange with one or more Eligible Assignees to assume all or part of the Extension Request has been accepted obligations of any Nonextending Lender, then such Nonextending Lender and such Eligible Assignee or rejected as well as which Eligible Assignees shall execute and deliver to the Agent, for its acceptance and recording in the Register, a Lender or Lenders rejected Borrower’s Extension RequestAssignment, together with any Notes subject to such assignment. ARTICLE III CONDITIONS OF LENDING SECTION 3.01.