Common use of Extension of Termination Date Clause in Contracts

Extension of Termination Date. From time to time, any Borrower may advise the Administrator and each Group Agent in writing of its desire to extend the then current Scheduled Termination Date to a date that is (x) not more than three hundred and sixty-four (364) days after such then current Scheduled Termination Date and (y) not later than the Facility Termination Date scheduled to occur pursuant to clause (a) of the definition thereof; provided such request is made not more than one hundred and twenty (120) days prior to, and not less than ninety (90) days prior to, the then current Scheduled Termination Date. In the event that all the Lenders in any Group are agreeable to such extension, the Administrator shall so notify such Borrower in writing (it being understood that the Lenders may accept or decline such a request in their sole discretion and on such terms as they may elect) not less than sixty (60) days prior to the then current Scheduled Termination Date and such Borrower, the applicable Servicer, the Administrator, the Group Agents and the Lenders shall enter into such documents as the Lenders may deem reasonably necessary or appropriate to reflect such extension, and all reasonable costs and expenses incurred by the Lenders, the Administrator and the Group Agents in connection therewith (including reasonable Attorneys’ Costs) shall be paid by such Borrower. If all the Lenders in at least one Group accept such request for extension but any Lender in any other Group declines the request for such extension (all such Lenders in Groups containing Lenders that decline such a request, “Exiting Lenders”), then effective as of the Scheduled Termination Date (without giving effect to such requested extension): (a) the Scheduled Termination Date shall be extended as agreed to by such accepting Lender(s); (b) the Commitments of the Exiting Lenders shall terminate; and (c) the Facility Limit shall be reduced by the amount of the Group Commitments of such Exiting Lender’s Group terminated pursuant to clause (b) above.

Extension of Termination Date. From time to time(a) The Company may, any Borrower may advise the Administrator and each Group Agent in writing of its desire by delivering a request to extend the then current Scheduled Termination Date (an “Extension Request”) to the Agent (who shall promptly deliver a date that is (x) copy to each of the Banks), not more than three hundred 45 days and sixty-four (364) not less than 30 days after such then current Scheduled in advance of any anniversary of the Closing Date prior to the Termination Date and (ysuch anniversary date, the “Relevant Anniversary Date”), request that the Banks extend the Termination Date in effect at such time (the “Existing Termination Date”) to the first anniversary of such Existing Termination Date. Each Bank, acting in its sole discretion, shall, by written notice to the Agent given not later than the Facility date that is the 15th day after the date of the Extension Request, or if such date is not a Business Day, the immediately following Business Day (the “Response Date”), advise the Agent in writing whether or not such Bank agrees to the requested extension. Each Bank that advises the Agent that it will not extend the Existing Termination Date scheduled is referred to occur herein as a “Non-extending Bank”; provided that any Bank that does not advise the Agent of its consent to such requested extension by the Response Date and any Bank that is a Defaulting Bank on the Response Date shall be deemed to be a Non-extending Bank. The Agent shall notify the Company, in writing, of the Banks’ elections promptly following the Response Date. The election of any Bank to agree to such an extension shall not obligate any other Bank to so agree. The Termination Date may be extended no more than three times pursuant to clause this subsection 2.22. (ab) If, by the Response Date, Banks holding Commitments that aggregate 50% or more of the definition thereof; provided such request is made total Commitments shall constitute Non-extending Banks, then the Existing Termination Date shall not more than one hundred be extended and twenty (120) days prior tothe outstanding principal balance of all Loans and other amounts payable hereunder shall be payable, and not less than ninety (90) days the Commitments shall terminate, on the Existing Termination Date in effect prior to, the then current Scheduled Termination Date. In the event that all the Lenders in any Group are agreeable to such extension. (c) If (and only if), by the Administrator Response Date, Banks holding Commitments that aggregate more than 50% of the total Commitments shall so notify such Borrower in writing (it being understood that have agreed to extend the Lenders may accept or decline such a request in their sole discretion and on such terms as they may elect) not less than sixty (60) days prior to the then current Scheduled Existing Termination Date and (each such Borrowerconsenting Bank, the applicable Servicer, the Administrator, the Group Agents and the Lenders shall enter into such documents as the Lenders may deem reasonably necessary or appropriate to reflect such extension, and all reasonable costs and expenses incurred by the Lenders, the Administrator and the Group Agents in connection therewith (including reasonable Attorneys’ Costs) shall be paid by such Borrower. If all the Lenders in at least one Group accept such request for extension but any Lender in any other Group declines the request for such extension (all such Lenders in Groups containing Lenders that decline such a request, an “Exiting LendersExtending Bank”), then effective as of the Scheduled Relevant Anniversary Date, the Termination Date for such Extending Banks shall be extended to the first anniversary of the Existing Termination Date (without giving subject to satisfaction of the conditions set forth in subsection 2.22(e)). In the event of such extension, the Commitment of each Non-extending Bank shall terminate on the Existing Termination Date in effect for such Non-extending Bank prior to such requested extension): (a) extension and the Scheduled outstanding principal balance of all Loans and other amounts payable hereunder to such Non-extending Bank shall become due and payable on such Existing Termination Date shall be extended as agreed and, subject to by such accepting Lender(ssubsection 2.22(d); (b) , the total Commitments of the Exiting Lenders shall terminate; and (c) the Facility Limit hereunder shall be reduced by the amount Commitments of the Group Commitments Non-extending Banks so terminated on such Existing Termination Date. (d) In the event of any extension of the Existing Termination Date pursuant to subsection 2.22(c), the Company shall have the right on or before the Relevant Anniversary Date, at its own expense, to require any Non-extending Bank to transfer and assign without recourse (in accordance with and subject to the restrictions contained in subsection 10.6) all its interests, rights (other than its rights to payments pursuant to subsection 2.13, subsection 2.14, subsection 2.15 or subsection 10.5 arising prior to the effectiveness of such Exiting Lender’s Group terminated assignment) and obligations under this Agreement to one or more banks or other financial institutions identified to the Non-extending Bank by the Company, which may include any existing Banks (each a “Replacement Bank”); provided that (i) such Replacement Bank, if not already a Bank hereunder, shall be subject to the approval of the Agent and each Issuing Bank (such approvals to not be unreasonably withheld) to the extent the consent of the Agent or the Issuing Banks would be required to effect an assignment under subsection 10.6(d), (ii) such assignment shall become effective as of a date specified by the Company (which shall not be later than the Relevant Anniversary Date) and (iii) such Replacement Bank shall pay to such Non-extending Bank in immediately available funds on the effective date of such assignment the principal of and interest accrued to the date of payment on the outstanding principal amount Loans made by it hereunder and all other amounts accrued and unpaid for its account or otherwise owed to it hereunder on such date. (e) As a condition precedent to each such extension of the Existing Termination Date pursuant to clause subsection 2.22(c), the Company shall deliver to the Agent a certificate of the Company dated as of the effective date of such extension signed by a Responsible Officer of the Company certifying that, as of such date, both before and immediately after giving effect to such extension, (bA) abovethe representations and warranties set forth in this Agreement and the other Loan Documents are true and correct in all material respects (and in all respects if already qualified by materiality), except to the extent any such representations or warranties are limited to a specific date, in which case, such representations and warranties are accurate in all material respects as of such specific date, and (B) no Default exists. (f) For the avoidance of doubt, no consent of any Bank (other than the Extending Banks) shall be required for any extension of the Termination Date pursuant to this subsection 2.22 and the operation of this subsection 2.22 in accordance with its terms is not an amendment subject to subsection 10.1 (it being agreed the Agent and the Company, without the consent of any other Person, may make such modifications to the Loan Documents as the Agent and the Company reasonably determine to effect the provisions set forth in this subsection 2.22).

Extension of Termination Date. From time to time, any Borrower may advise the Administrator and each Group Agent in writing of its desire to extend the then current Scheduled Termination Date to a date that is (xa) At least 30 but not more than three hundred and sixty-four 60 days prior to the then applicable Termination Date, the Borrower may, by delivering a written request to the Agent (364) days after each such then current Scheduled request being irrevocable), request that the Termination Date and (y) not later than the Facility Termination Date scheduled to occur pursuant to clause (a) be extended for an additional period of the definition thereof; provided such request is made not more than one hundred and twenty (120) days prior to364 days, and not less than ninety (90) days prior to, commencing on the then current Scheduled applicable Termination Date. In Upon receipt of any such notice, the event that all Agent shall promptly communicate such request to the Lenders. (b) No earlier than 30 days prior, and no later than 20 days prior, to the then applicable Termination Date, the Lenders in any Group are agreeable shall indicate to the Agent whether the Borrower's request to so extend the Termination Date is acceptable to the Lenders (and, if so, the conditions, if any, relating to such extensionacceptance), the Administrator shall so notify such Borrower in writing (it being understood that the Lenders may accept or decline such a request determination by each Lender will be in their its sole and absolute discretion and on that the failure of any Lender to so respond within such terms as they may elect) not less 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 (any Lender refusing or deemed to refuse any such request, a "Non-Consenting Lender"). The Agent shall notify the Borrower, in writing, of the Lenders' decisions no later than sixty (60) 15 days prior to the then current Scheduled applicable Termination Date and such BorrowerDate. (c) Subject to the satisfaction of the conditions set forth in Section 3.03, in the applicable Servicer, event that the Administrator, sum of the Group Agents and Commitments of the Lenders shall enter into such documents as that have consented to the Lenders may deem reasonably necessary or appropriate Borrower's request to reflect such extension, and all reasonable costs and expenses incurred by extend the Lenders, the Administrator and the Group Agents in connection therewith (including reasonable Attorneys’ Costs) shall be paid by such Borrower. If all the Lenders in at least one Group accept such request for extension but any Lender in any other Group declines the request for such extension (all such Lenders in Groups containing Lenders that decline such a request, “Exiting Lenders”), then effective as of the Scheduled applicable Termination Date (without giving effect the "Consenting Lenders") plus the Commitments of Non-Consenting Lenders with respect to such requested extension): (arequest that have been assigned pursuant to Section 8.07(g) hereof shall constitute greater than 50% of the Scheduled aggregate Commitments, the then applicable Termination Date shall be extended as agreed for an additional period of 364 days with respect to by such accepting Lender(s); (b) the Commitments of such Consenting Lenders. The Commitments of Non-Consenting Lenders with respect to such request shall automatically terminate on the Exiting last day of the then applicable Termination Date (and the principal amount of all Advances made by such Non-Consenting Lenders, together with accrued interest and fees to such date, shall be repaid), unless assigned pursuant to Section 8.07(g) hereof; provided that, before the Borrower may solicit Eligible Assignees other than the Consenting Lenders, the Consenting Lenders shall terminate; and (c) have at least five days before the Facility Limit shall be reduced by the amount end of the Group then applicable Termination Date to determine whether to purchase by assignment the Commitments of such Exiting Lender’s Group terminated pursuant to clause (b) aboveNon-Consenting Lenders.

Extension of Termination Date. From time to time, any Borrower may advise the Administrator and each Group Agent in writing of its desire to extend the then current Scheduled Termination Date to a date that is (x) not more than three hundred and sixty-four (364) days after such then current Scheduled Termination Date and (y) not later than the Facility Termination Date scheduled to occur pursuant to clause (a) of the definition thereof; provided such request is made not more Not earlier than one hundred and twenty (120) 60 days prior to, and not less nor later than ninety (90) 30 days prior to, each anniversary of the then current Scheduled date hereof, the Borrower may, upon notice to the Administrative Agent (which shall promptly notify the Banks), request a one-year extension of the Termination Date provided that the Borrower may not exercise this right more than two times prior to the Termination Date. In Within 15 days of delivery of such notice, each Bank shall notify the event Administrative Agent whether or not it consents to 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. (b) The Termination Date shall be extended only if the Majority Banks (calculated excluding any Defaulting Bank and after 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 all does not consent to an extension (that so agrees upon becoming such a replacement), shall be extended to the Lenders same date in any Group are agreeable the following year, effective as of the Termination Date then in effect (such existing Termination Date being the “Extension Effective Date”). The Administrative Agent and the Borrower shall promptly confirm to the Banks such extension and the Extension Effective Date. As a condition precedent to such extension, the Administrator Borrower shall so notify such Borrower in writing (it being understood that the Lenders may accept or decline such a request in their sole discretion and on such terms as they may elect) not less than sixty (60) days prior deliver to the then current Scheduled Termination Date and such Borrower, Administrative Agent a certificate of the applicable Servicer, the Administrator, the Group Agents and the Lenders shall enter into such documents as the Lenders may deem reasonably necessary or appropriate to reflect such extension, and all reasonable costs and expenses incurred by the Lenders, the Administrator and the Group Agents in connection therewith (including reasonable Attorneys’ Costs) shall be paid by such Borrower. If all the Lenders in at least one Group accept such request for extension but any Lender in any other Group declines the request for such extension (all such Lenders in Groups containing Lenders that decline such a request, “Exiting Lenders”), then effective Borrower dated as of the Scheduled Termination Extension Effective Date signed by a Responsible Officer of the Borrower (without i) certifying and attaching the resolutions adopted by the Borrower approving or 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) immediately before and after giving effect to such requested extension): , the representations and warranties contained in Article IV made by it are true and correct on and as of the Extension Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, (aB) immediately before and after giving effect to such extension no Event of Default exists or will exist, and (C) since (1) the Scheduled Termination Date shall be extended as agreed to by such accepting Lender(s); most immediately preceding June 30 or (b2) the Commitments filing of a Form 8-K pertaining to any such type of event which was filed after such June 30 and prior to the date 30 days preceding such Extension Effective 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 Exiting Lenders shall terminate; andBorrower and its Subsidiaries taken as a whole. (c) If any Bank does not consent to the Facility Limit shall be reduced by the amount extension of the Group Commitments Termination Date as provided in this Section 2.21, the Borrower shall have the right to replace such Bank in accordance with Section 2.18(c). For the avoidance of doubt, in the event such Exiting Lender’s Group terminated pursuant non-consenting Bank is not replaced, the Termination Date with respect to clause (b) abovethat Bank shall not be extended.

Extension of Termination Date. From time (a) The Company may, by written notice to timethe Administrative 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, any Borrower may advise request the Administrator and each Group Agent in writing Banks to consider an extension of its desire to extend the then current Scheduled applicable Termination Date to a date that is (x) not more than three hundred and sixty-four (364) 364 days after such then current Scheduled Termination Date and (y) not later than the Facility Termination Date scheduled to occur pursuant to clause (a) of the definition thereof; provided such request is made not more than one hundred and twenty (120) days prior to, and not less than ninety (90) days prior to, the then current Scheduled applicable Termination Date. In The Administrative Agent shall promptly transmit any Extension Notice to each Bank. Each Bank shall notify the event that all Administrative Agent whether it wishes to extend the Lenders in any Group are agreeable then applicable Termination Date no earlier than thirty days, and no later than twenty days, prior to such extensionTermination Date, and any such notice given by a Bank to the Administrator Administrative Agent, once given, shall so be irrevocable as to such Bank. Any Bank which does not expressly notify such Borrower in writing (it being understood that the Lenders may accept or decline such a request in their sole discretion and on such terms as they may elect) not less than sixty (60) days Administrative Agent prior to such twenty day period that it wishes to so extend the then current Scheduled Termination Date and such Borrower, the applicable Servicer, the Administrator, the Group Agents and the Lenders shall enter into such documents as the Lenders may deem reasonably necessary or appropriate to reflect such extension, and all reasonable costs and expenses incurred by the Lenders, the Administrator and the Group Agents in connection therewith (including reasonable Attorneys’ Costs) shall be paid by such Borrower. If all the Lenders in at least one Group accept such request for extension but any Lender in any other Group declines the request for such extension (all such Lenders in Groups containing Lenders that decline such a request, “Exiting Lenders”), then effective as of the Scheduled Termination Date (without giving effect to such requested extension): (a) the Scheduled Termination Date shall be extended deemed to have rejected the Company's request for extension of such Termination Date. Banks consenting to extend the then applicable Termination Date are hereinafter referred to as agreed "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 Banks have elected (in their sole and absolute discretion) to so extend the Termination Date, the Administrative Agent shall notify the Company of such election by such accepting Lender(s); (b) Required Banks no later than fifteen days prior to such Termination Date, and effective on the Commitments date of such notice by the Administrative Agent to the Company, the Termination Date shall be automatically and immediately so extended. No extension will be permitted hereunder without the consent of the Exiting Lenders Required Banks and in no event shall terminate; and (c) the Facility Limit 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 reduced by the amount deemed to have represented and warranted on and as of the Group Commitments date of such Exiting Lender’s Group terminated pursuant Extension Notice and the effective date of such 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 clause (b) abovethe contrary, no Bank shall have any obligation to extend the Termination Date, and each Bank may at its option, unconditionally and without cause, decline to extend the Termination Date.

Extension of Termination Date. From time (a) So long as no Unmatured Default or Event of Default has occurred and is continuing and subject to timethe conditions set forth in Section 2.18(c), any the Borrower may may, no earlier than 60 days and no later than 30 days prior to each anniversary of the Amendment Effective Date (such anniversary, an “Extension Date”), but on no more than two occasions, request through written notice to the Agent (the “Extension Notice”), that the Lenders extend the then existing Termination Date for an additional one-year period. Each Lender, acting in its sole discretion, shall, by notice to the Agent no later than the applicable Extension Date (except in the year in which the then existing Termination Date shall occur, in which case such written notice shall be delivered by the Lenders no later than 15 days prior to the then existing Termination Date)(such date, the “Consent Date”), advise the Administrator and each Group Agent in writing of its desire to extend (any such Lender, a “Consenting Lender”) or not to so extend (any such Lender, a “Non-Consenting Lender”) such date. Any Lender that does not advise the Agent by the Consent Date shall be deemed to be a Non-Consenting Lender. No Lender shall be under any obligation or commitment to extend the then current Scheduled Termination Date to a date that is (x) not more than three hundred and sixty-four (364) days after such then current Scheduled Termination Date and (y) not later than the Facility Termination Date scheduled to occur pursuant to clause (a) of the definition thereof; provided such request is made not more than one hundred and twenty (120) days prior to, and not less than ninety (90) days prior to, the then current Scheduled existing Termination Date. In The election of any Lender to agree to such extension shall not obligate any other Lender to agree to such extension. (b) If Lenders holding a Commitment that aggregate more than 50% of the event that all Commitments on the Lenders in any Group are agreeable Consent Date shall have agreed to such extension, then the Administrator then existing Termination Date applicable to the Consenting Lenders shall so notify such Borrower in writing (it being understood be extended to the date that is one year after the Lenders may accept or decline such a request in their sole discretion and on such terms as they may elect) not less than sixty (60) days prior then existing Termination Date. All Advances of each Non-Consenting Lender shall be subject to the then current Scheduled existing Termination Date and such BorrowerDate, the applicable Servicer, the Administrator, the Group Agents and the Lenders shall enter into such documents as the Lenders may deem reasonably necessary or appropriate to reflect such extension, and all reasonable costs and expenses incurred by the Lenders, the Administrator and the Group Agents in connection therewith (including reasonable Attorneys’ Costs) shall be paid by such Borrower. If all the Lenders in at least one Group accept such request for extension but any Lender in any other Group declines the request for such extension (all such Lenders in Groups containing Lenders that decline such a request, “Exiting Lenders”), then effective as of the Scheduled Termination Date (without giving effect to such requested extension): extension (a) such date, the Scheduled “Prior Termination Date”). In the event of an extension of the then existing Termination Date pursuant to this Section 2.18, the Borrower shall have the right, at its own expense, to solicit commitments from existing Lenders and/or Eligible Assignees reasonably acceptable to the Agent to replace the Commitment of any Non-Consenting Lenders for the remaining duration of this Agreement. Any Eligible Assignee (if not already a Lender hereunder) shall become a party to this Agreement as a Lender pursuant to a joinder agreement in form and substance reasonably satisfactory to the Agent and the Borrower. The Commitment of each Non-Consenting Lender shall terminate on the Prior Termination Date, all Advances and other amounts payable hereunder to such Non-Consenting Lenders shall be extended subject to the Prior Termination Date and, to the extent such Non-Consenting Lender’s Commitment is not replaced as agreed to by such accepting Lender(s); (b) provided above, the Commitments of the Exiting Lenders shall terminate; and (c) the Facility Limit hereunder shall be reduced by the amount of the Group Commitment of each such Non-Consenting Lender so terminated on the Prior Termination Date. Notwithstanding anything to the contrary in this Section 2.18, the Termination Date shall not be extended unless the aggregate Commitments of the Consenting Lenders and any Eligible Assignees joining this Agreement pursuant to this Section 2.18(b) are greater than or equal to the Outstanding Credits as of each Prior Termination Date. (c) An extension of the Termination Date pursuant to this Section 2.18 shall only become effective upon the receipt by the Agent of a certificate (the statements contained in which shall be true) of a duly authorized officer of the Borrower stating that both before and after giving effect to such Exiting extension of the Termination Date (i) no Event of Default has occurred and is continuing and (ii) all representations and warranties made by such Borrower are true and correct in all material respects on and as of the date such extension is made, except for such representations or warranties which by their terms are made as of a specified date, which shall be true and correct as of such specified date. (d) Effective on and after the Prior Termination Date, (i) each of the Non-Consenting Lenders shall be automatically released from their respective participations and reimbursement obligations under Section 2.3 with respect to any LC Outstandings and (ii) the participations and reimbursement obligations of each Lender (other than the Non-Consenting Lenders) shall be automatically adjusted to equal such Lender’s Group terminated pursuant to clause (b) abovePercentage of such LC Outstandings.

Extension of Termination Date. From (a) At least 45 days but not more than 60 days prior to each anniversary of the Effective Date, the Borrower, by written notice to the Agent, may request an extension of the Termination Date in effect at such time to timeby one year from its then scheduled expiration. The Agent shall promptly notify each Revolving Credit Lender of such request, any Borrower may advise the Administrator and each Group Revolving Credit Lender shall in turn, in its sole discretion, not later than 20 days prior to such anniversary date, notify the Borrower and the Agent in writing as to whether such Lender will consent to such extension. If any Revolving Credit Lender shall fail to notify the Agent and the Borrower in writing of its desire consent to extend any such request for extension of the then current Scheduled Termination Date at least 20 days prior to the applicable anniversary date, such Lender shall be deemed to be a Non-Consenting Lender with respect to such request. The Agent shall notify the Borrower not later than 15 days prior to the applicable anniversary date of the decision of the Revolving Credit Lenders regarding the Borrower’s request for an extension of the Termination Date. (b) If all the Revolving Credit 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 anniversary date (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 Revolving Credit 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 Revolving Credit Lenders that so consented (each a “Consenting Lender”) but shall not be extended as to any other Revolving Credit Lender (each a “Non-Consenting Lender”). To the extent that the Termination Date is not extended as to any Lender pursuant to this Section 2.19 and the Commitment of such Revolving Credit Lender is not assumed in accordance with subsection (c) of this Section 2.19 on or prior to the applicable Extension Date, the Commitment 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 such date. It is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for any requested extension of the Termination Date. (c) If less than all of the Revolving Credit Lenders consent to any such request pursuant to subsection (a) of this Section 2.19, the Agent shall promptly so notify the Consenting Lenders, and each Consenting Lender may, in its sole discretion, give written notice to the Agent not later than 10 days prior to the Extension Date of the amount of the Non-Consenting Lenders’ Commitments for which it is willing to accept an assignment. If the Consenting Lenders notify the Agent that they are willing to accept assignments of Revolving Credit Commitments in an aggregate amount that exceeds the amount of the Revolving Credit Commitments of the Non-Consenting Lenders, such Revolving Credit Commitments shall be allocated among the Consenting Lenders willing to accept such assignments in such amounts as are agreed between the Borrower and the Agent. If after giving effect to the assignments of Revolving Credit Commitments described above there remains any Revolving Credit Commitments of Non-Consenting Lenders, the Borrower may arrange for one or more Consenting Lenders or other Eligible Assignees as Assuming Lenders to assume, effective as of the Extension Date, any Non-Consenting Lender’s Revolving Credit Commitment and all of the obligations of such 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 amount of the Revolving Credit Commitment of any such Assuming Lender as a result of such substitution shall in no event be less than $10,000,000 unless the amount of the Revolving Credit Commitment of such Non-Consenting Lender is less than $10,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and 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 Revolving Credit 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 paid to such Non-Consenting Lender; and (iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section 8.07(a) for such assignment shall have been paid; provided further 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 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 Agent an Assumption Agreement, duly executed by such Assuming Lender, such Non-Consenting Lender, the Borrower and the Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Agent as to the increase in the amount of its Revolving Credit Commitment and (C) each Non-Consenting Lender being replaced pursuant to this Section 2.19 shall have delivered to the Agent any Revolving Credit Note or Notes held by such Non-Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting Lender under this Agreement and shall be a Revolving Credit Lender for all purposes of this Agreement, without any further acknowledgment by or the consent of the other Revolving Credit Lenders, and the obligations of each such Non-Consenting Lender hereunder shall, by the provisions hereof, be released and discharged. (d) If (after giving effect to any assignments or assumptions pursuant to subsection (c) of this Section 2.19) Revolving Credit Lenders having Revolving Credit Commitments equal to at least 50% of the Revolving Credit Commitments in effect immediately prior to the Extension Date consent in writing to a date that is requested extension (x) not more than three hundred and sixty-four (364) days after such then current Scheduled Termination Date and (ywhether by execution or delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date, the Facility Agent shall so notify the Borrower, and, subject to the satisfaction of the applicable conditions in Article III, the Termination Date scheduled to occur pursuant to clause then in effect shall be extended for the additional one-year period as described in subsection (a) of the definition thereof; provided such request is made not more than one hundred and twenty (120) days prior to, and not less than ninety (90) days prior to, the then current Scheduled Termination Date. In the event that all the Lenders in any Group are agreeable to such extension, the Administrator shall so notify such Borrower in writing (it being understood that the Lenders may accept or decline such a request in their sole discretion and on such terms as they may elect) not less than sixty (60) days prior to the then current Scheduled Termination Date and such Borrower, the applicable Servicer, the Administrator, the Group Agents and the Lenders shall enter into such documents as the Lenders may deem reasonably necessary or appropriate to reflect such extensionthis Section 2.19, and all reasonable costs references in this Agreement, and expenses incurred by in the LendersRevolving Credit Notes, if any, to the “Termination Date” shall, with respect to each Consenting Lender and each Assuming Lender for such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Administrator and Agent shall notify the Group Agents in connection therewith Revolving Credit Lenders (including reasonable Attorneys’ Costsincluding, without limitation, each Assuming Lender) shall be paid by such Borrower. If all the Lenders in at least one Group accept such request for extension but any Lender in any other Group declines the request for such extension (all such Lenders in Groups containing Lenders that decline such a request, “Exiting Lenders”), then effective as of the Scheduled extension of the scheduled Termination Date (without giving in effect immediately prior thereto and shall thereupon record in the Register the relevant information with respect to each such requested extension): (a) the Scheduled Termination Date shall be extended as agreed to by Consenting Lender and each such accepting Lender(s); (b) the Commitments of the Exiting Lenders shall terminate; and (c) the Facility Limit shall be reduced by the amount of the Group Commitments of such Exiting Assuming Lender’s Group terminated pursuant to clause (b) above.

Extension of Termination Date. From (a) At least 45 days but not more than 75 days prior to the next Anniversary Date, the Borrower, by written notice to the Designated Agent, may request an extension of the Termination Date in effect at such time by one calendar year from its then scheduled date; provided, however, that if the Borrower does not request an extension of the Termination Date in a timely manner prior to timeany Anniversary Date it may, any Borrower may advise but shall not be obligated to, request that the Administrator 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 Group 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 desire consent to extend any such request for extension of the then current Scheduled Termination Date 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 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 consequence thereof. If less than 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 the applicable Extension Date, be extended as to those Lenders that so consented (each, an “Extending Lender”) but shall not be extended as to any other Lender (each, a “Declining Lender”). To the extent that the Termination Date is not extended as to any Lender pursuant to this Section 2.20 and the Commitment of such Lender is not assumed in accordance with subsection (c) of this Section 2.20 on or prior to the 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 denominated in Dollars then outstanding and (B) the Equivalent in Dollars of the aggregate principal amount of all Advances denominated in Committed Currencies then outstanding will not exceed the aggregate Commitments); provided that such Declining Lender’s rights under Sections 2.11, 2.14, 8.04 and 8.08, and its obligations under Section 7.05, shall survive the Termination Date for such Lender as to matters occurring prior to such date. It is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for any requested extension of the Termination Date. (c) If there are any Declining Lenders, the Borrower may arrange for one or more Extending Lenders or other Eligible Assignees to assume, effective as of the Extension Date, any Declining Lender’s Commitment and all of the obligations of such Declining Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Declining Lender; provided, however, that the amount of the Commitment of any such Assuming Lender as a result of such substitution shall in no event be less than $25,000,000 unless the amount of the Commitment of such Declining Lender is less than $25,000,000, in which case such 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 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 paid to such Declining Lender; and (iii) with respect to any such Assuming Lender, any applicable processing and recordation fee required under Section 8.07(a) for such assignment shall have been paid; provided further that such Declining Lender’s rights under Sections 2.11, 2.14, 8.04 and 8.08, and its obligations under Section 7.05, 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 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 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 date that is requested extension (xwhether by written consent pursuant to subsection (a) not more than three hundred of this Section 2.20, by execution and sixty-four (364) days after such then current Scheduled Termination Date and (ydelivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date, the Facility 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 Extension Date, or shall occur as a consequence thereof, the Termination Date scheduled to occur pursuant to clause then in effect shall be extended for the additional one-year period or two-year period, as the case may be, as described in subsection (a) of the definition thereof; provided such request is made not more than one hundred and twenty (120) days prior to, and not less than ninety (90) days prior to, the then current Scheduled Termination Date. In the event that all the Lenders in any Group are agreeable to such extension, the Administrator shall so notify such Borrower in writing (it being understood that the Lenders may accept or decline such a request in their sole discretion and on such terms as they may elect) not less than sixty (60) days prior to the then current Scheduled Termination Date and such Borrower, the applicable Servicer, the Administrator, the Group Agents and the Lenders shall enter into such documents as the Lenders may deem reasonably necessary or appropriate to reflect such extensionthis Section 2.20, and all reasonable costs references in this Agreement, and expenses incurred by in the LendersNotes, if any, to the “Termination Date” shall, with respect to each Extending Lender and each Assuming Lender for such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Administrator and the Group Agents in connection therewith (including reasonable Attorneys’ Costs) Designated Agent shall be paid by such Borrower. If all notify the Lenders in at least one Group accept such request for extension but any Lender in any other Group declines the request for such extension (all such Lenders in Groups containing Lenders that decline such a requestincluding, “Exiting Lenders”)without limitation, then effective as each Assuming Lender) of the Scheduled extension of the scheduled Termination Date (without giving in effect immediately prior thereto and shall thereupon record in the Register the relevant information with respect to each such requested extension): (a) the Scheduled Termination Date shall be extended as agreed to by Extending Lender and each such accepting Lender(s); (b) the Commitments of the Exiting Lenders shall terminate; and (c) the Facility Limit shall be reduced by the amount of the Group Commitments of such Exiting Assuming Lender’s Group terminated pursuant to clause (b) above.

Extension of Termination Date. From time (a) At least 30 ----------------------------- days but not more than 60 days prior to the Revolver Termination Date in effect at any time, any the Borrower, by written notice to the Paying Agent, may request an extension of the Revolver Termination Date in effect at such time for a period of 364 days from its then scheduled expiration; provided, however, that the -------- ------- Borrower may advise shall not have made the Administrator Term Loan Election prior to the then scheduled Revolver Termination Date. The Paying Agent shall promptly notify each Lender of such request, and each Group Lender shall in turn, in its sole discretion, not earlier than 30 days but at least 20 days prior to such Revolver Termination Date, notify the Borrower and the Paying Agent in writing as to whether such Lender will consent to such extension. If any Lender shall fail to notify the Paying Agent and the Borrower in writing of its desire consent to extend any such request for extension of the then current Scheduled Revolver Termination Date at least 20 days prior to the scheduled occurrence thereof at such time, such Lender shall be deemed to be a Non-Consenting Lender with respect to such request. The Paying Agent shall notify the Borrower not later than 15 days prior to the scheduled Revolver Termination Date in effect at such time of the decision of the Lenders regarding the Borrower's request for an extension of the Revolver Termination Date. (b) If all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.16, the Revolver Termination Date shall, effective as at the Revolver Termination Date otherwise in effect at such time (the "Extension Date"), be extended for a period of 364 -------------- days from such Extension Date; provided that on each Extension Date, no Default -------- shall have occurred and be continuing, or shall occur as a consequence thereof and the giving of a request for extension shall constitute a representation and warranty by the Borrower that the representations and warranties contained in Section 4.01 are correct in all material respects on and as of the date of such notice and on such Extension Date, as though made on and as of such dates. If Lenders holding at least a majority in interest of the aggregate Commitments at such time consent in writing to any such request in accordance with subsection (a) of this Section 2.16, the Revolver Termination Date in effect at such time shall, effective as at the applicable Extension Date, be extended as to those Lenders that so consented (each a "Consenting Lender") but shall not be extended ----------------- as to any other Lender (each a "Non-Consenting Lender"). To the extent that the --------------------- Revolver Termination Date is not extended as to any Lender pursuant to this Section 2.16 and the Commitment of such Lender is not assumed in accordance with subsection (c) of this Section 2.16 on or prior to the applicable Extension Date, the Commitment of such Non-Consenting Lender shall automatically terminate in whole on such unextended Revolver 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 2.10, 2.13, 8.03 and 8.07, and its obligations under Section 7.05, shall survive the Revolver Termination Date for such Lender as to matters occurring prior to such date. It is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for any requested extension of the Revolver Termination Date. (c) If Lenders holding at least a majority in interest of the aggregate Commitments at any time consent to any such request pursuant to subsection (a) of this Section 2.16, the Borrower may arrange for one or more Consenting Lenders or other Eligible Assignees (each such Eligible Assignee that accepts an offer to assume a Non-Consenting Lender's Commitment as of the applicable Extension Date being an "Assuming Lender") to assume, effective as of --------------- the Extension Date, any Non-Consenting Lender's Commitment and all of the obligations of such 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 amount of the Commitment of any such Assuming Lender as a ------- result of such substitution shall in no event be less than $10,000,000 unless the amount of the Commitment of such Non-Consenting Lender is less than $10,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that: -------- ------- (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 paid to such Non-Consenting Lender; and (iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section 8.06(a) for such assignment shall have been paid; provided further that such Non-Consenting Lender's rights under Sections 2.10, -------- ------- 2.13, 8.03 and 8.07, and its obligations under Section 7.05, 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 Paying Agent an assumption agreement, in form and substance satisfactory to the Borrower and the Paying Agent (an "Assumption Agreement"), duly executed by such Assuming Lender, such -------------------- Non-Consenting Lender, the Borrower and the Paying Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Paying Agent as to the increase in the amount of its Commitment and (C) each Non-Consenting Lender being replaced pursuant to this Section 2.16 shall have delivered to the Paying Agent any Note or Notes held by such Non-Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting 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 Lenders, and the obligations of each such Non-Consenting Lender hereunder shall, by the provisions hereof, be released and discharged. (d) If all of the Lenders (after giving effect to any assumptions pursuant to subsection (c) of this Section 2.16) consent in writing to a date that is requested extension (x) not more than three hundred and sixty-four (364) days after such then current Scheduled Termination Date and (ywhether by execution or delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date, the Facility Paying Agent shall so notify the Borrower, and, so long as no Default shall have occurred and be continuing as of such Extension Date, or shall occur as a consequence thereof, the Revolver Termination Date scheduled then in effect with respect to occur pursuant to clause the Commitments of such Consenting Lenders and Assuming Lenders shall be extended for the 364-day period described in subsection (a) of the definition thereof; provided such request is made not more than one hundred and twenty (120) days prior to, and not less than ninety (90) days prior to, the then current Scheduled Termination Date. In the event that all the Lenders in any Group are agreeable to such extension, the Administrator shall so notify such Borrower in writing (it being understood that the Lenders may accept or decline such a request in their sole discretion and on such terms as they may elect) not less than sixty (60) days prior to the then current Scheduled Termination Date and such Borrower, the applicable Servicer, the Administrator, the Group Agents and the Lenders shall enter into such documents as the Lenders may deem reasonably necessary or appropriate to reflect such extensionthis Section 2.16, and all reasonable costs references in this Agreement, and expenses incurred by in the LendersNotes, if any, to the "Revolver Termination Date" shall, with respect to each Consenting Lender and ------------------------- each Assuming Lender for such Extension Date, refer to the Revolver Termination Date as so extended. Promptly following each Extension Date, the Administrator and the Group Agents in connection therewith (including reasonable Attorneys’ Costs) Paying Agent shall be paid by such Borrower. If all notify the Lenders in at least one Group accept such request for extension but any Lender in any other Group declines the request for such extension (all such Lenders in Groups containing Lenders that decline such a requestincluding, “Exiting Lenders”)without limitation, then effective as each Assuming Lender) of the Scheduled extension of the scheduled Revolver Termination Date (without giving in effect immediately prior thereto and shall thereupon record in the Register the relevant information with respect to each such requested extension): (a) the Scheduled Termination Date shall be extended as agreed to by Consenting Lender and each such accepting Lender(s); (b) the Commitments of the Exiting Lenders shall terminate; and (c) the Facility Limit shall be reduced by the amount of the Group Commitments of such Exiting Assuming Lender’s Group terminated pursuant to clause (b) above.

Extension of Termination Date. From (a) At least 30 days but not more than 90 days prior to no more than three anniversaries of the Effective Date, the Company, by written notice to the Agent, may request an extension of the Termination Date of each Lender in effect at such time to timeby one year from its then scheduled expiration. The Agent shall promptly notify each Lender of such request, any Borrower may advise the Administrator and each Group Lender shall in turn, in its sole discretion, not later than 20 days prior to such anniversary date, notify the Company and the Agent in writing as to whether such Lender will consent to such extension. If any Lender shall fail to notify the Agent and the Company in writing of its desire consent to extend any such request for extension of the then current Scheduled Termination Date applicable to it at least 20 days prior to the applicable anniversary date, such Lender shall be deemed to be a Non-Consenting Lender with respect to such request. The Agent shall notify the Company not later than 15 days prior to the applicable anniversary date of the decision of the Lenders regarding the Company’s request for an extension of the Termination Date. (b) If all the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.19, the Termination Date for each Lender in effect at such time shall, effective as at the applicable anniversary date (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 “Consenting Lender”) but shall not be extended as to any other Lender (each a “Non-Consenting Lender”). To the extent that the Termination Date is not extended as to any Lender pursuant to this Section 2.19 and the Revolving Credit Commitment of such Lender is not assumed in accordance with subsection (c) of this Section 2.19 on or prior to the applicable Extension Date, the Revolving Credit Commitment of such Non-Consenting Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the Company, such Lender or any other Person; provided that such Non-Consenting Lender’s rights under Sections 2.11, 2.14 and 9.04, and its obligations under Section 8.05, shall survive the Termination Date for such Lender as to matters occurring prior to such date. It is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Company for any requested extension of the Termination Date. (c) If less than all of the Lenders consent to any such request pursuant to subsection (a) of this Section 2.19, the Agent shall promptly so notify the Consenting Lenders, and each Consenting Lender may, in its sole discretion, give written notice to the Agent not later than 10 days prior to the Commitment Date of the amount of the Non-Consenting Lenders’ Revolving Credit Commitments for which it is willing to accept an assignment. If the Consenting Lenders notify the Agent that they are willing to accept assignments of Revolving Credit Commitments in an aggregate amount that exceeds the amount of the Revolving Credit Commitments of the Non-Consenting Lenders, such Revolving Credit Commitments shall be allocated among the Consenting Lenders willing to accept such assignments in such amounts as are agreed among the Company, each Issuing Bank, the Swing Line Bank and the Agent (such agreement not to be unreasonably withheld or delayed). If after giving effect to the assignments of Revolving Credit Commitments described above there remains any Revolving Credit Commitments of Non-Consenting Lenders, the Company may arrange for one or more Consenting Lenders or other Eligible Assignees approved by each Issuing Bank and the Swing Line Bank (such approval not to be unreasonably withheld or delayed) as Assuming Lenders to assume, effective as of the Extension Date, any Non-Consenting Lender’s Revolving Credit Commitment and all of the obligations of such 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 amount of the Revolving Credit Commitment of any such Assuming Lender as a result of such substitution shall in no event be less than $5,000,000 unless the amount of the Revolving Credit Commitment of such Non-Consenting Lender is less than $5,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and 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 paid to such Non-Consenting Lender; and (iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section 9.07(b)(iv) for such assignment shall have been paid; provided further that such Non-Consenting Lender’s rights under Sections 2.11, 2.14 and 9.04, 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 Company and the Agent an Assumption Agreement, duly executed by such Assuming Lender, such Non-Consenting Lender, the Company and the Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Company and the Agent as to the increase in the amount of its Revolving Credit Commitment and (C) each Non-Consenting Lender being replaced pursuant to this Section 2.19 shall have delivered to the Agent any Note or Notes held by such Non-Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting 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 Lenders, and the obligations of each such Non-Consenting Lender hereunder shall, by the provisions hereof, be released and discharged. (d) If (after giving effect to any assignments or assumptions pursuant to subsection (c) of this Section 2.19) Lenders having Revolving Credit Commitments equal to at least 50% of the Revolving Credit Commitments in effect immediately prior to the Extension Date consent in writing to a date that is requested extension (x) not more than three hundred and sixty-four (364) days after such then current Scheduled Termination Date and (ywhether by execution or delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date, the Facility Agent shall so notify the Company, and, subject to the satisfaction of the applicable conditions in Article III, the Termination Date scheduled to occur pursuant to clause then in effect shall be extended for the additional one-year period as described in subsection (a) of the definition thereof; provided such request is made not more than one hundred and twenty (120) days prior to, and not less than ninety (90) days prior to, the then current Scheduled Termination Date. In the event that all the Lenders in any Group are agreeable to such extension, the Administrator shall so notify such Borrower in writing (it being understood that the Lenders may accept or decline such a request in their sole discretion and on such terms as they may elect) not less than sixty (60) days prior to the then current Scheduled Termination Date and such Borrower, the applicable Servicer, the Administrator, the Group Agents and the Lenders shall enter into such documents as the Lenders may deem reasonably necessary or appropriate to reflect such extensionthis Section 2.19, and all reasonable costs references in this Agreement, and expenses incurred by in the LendersNotes, if any, to the “Termination Date” shall, with respect to each Consenting Lender and each Assuming Lender for such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Administrator and the Group Agents in connection therewith (including reasonable Attorneys’ Costs) Agent shall be paid by such Borrower. If all notify the Lenders in at least one Group accept such request for extension but any Lender in any other Group declines the request for such extension (all such Lenders in Groups containing Lenders that decline such a requestincluding, “Exiting Lenders”)without limitation, then effective as each Assuming Lender) of the Scheduled extension of the scheduled Termination Date (without giving in effect immediately prior thereto and shall thereupon record in the Register the relevant information with respect to each such requested extension): (a) the Scheduled Termination Date shall be extended as agreed to by Consenting Lender and each such accepting Lender(s); (b) the Commitments of the Exiting Lenders shall terminate; and (c) the Facility Limit shall be reduced by the amount of the Group Commitments of such Exiting Assuming Lender’s Group terminated pursuant to clause (b) above.

Extension of Termination Date. From (a) On or after the first anniversary of the Effective Date, the Termination Date may be extended on up to two occasions, but not more than once per period of twelve months, in the manner set forth in this Section 2.19 for a period of one year from the Termination Date then in effect. If the Company wishes to request an extension of the Termination Date, the Company shall give written notice to that effect to the Administrative Agent, whereupon the Administrative Agent shall promptly notify each of the Lenders of such request. Each Lender shall respond to such request, whether affirmatively or negatively, as it may elect in its sole and absolute discretion, within 20 days of such notice (or such later date as agreed by the Company) to the Administrative Agent. Any Lender not responding to such request within such time period shall be deemed to time, any Borrower have responded negatively to such request. The Company may advise require the Administrator and each Group Agent in writing of its desire Lenders that do not elect to extend the then current Scheduled Termination Date to a date that is (x) not assign their Loans and Commitments in their entirety to one or more than three hundred and sixty-four (364) days after such then current Scheduled Termination Date and (y) not later than the Facility Termination Date scheduled to occur Assignees pursuant to clause (a) of Section 11.06 which Assignees will agree to extend the definition thereof; provided such request is made not more than one hundred and twenty (120) days prior to, and not less than ninety (90) days prior to, the then current Scheduled Termination Date. In If Lenders with more than 51% of Credit Exposures at such time (including such Assignees and excluding their respective transferor Lenders) respond affirmatively, then, subject to receipt by the event that Administrative Agent of counterparts of an Extension Agreement in substantially the form of Exhibit I duly completed and signed by all of the Lenders in any Group are agreeable to such extensionparties thereto, the Administrator shall so notify such Borrower in writing (it being understood that the Lenders may accept or decline such a request in their sole discretion and on such terms as they may elect) not less than sixty (60) days prior to the then current Scheduled Termination Date and such Borrower, the applicable Servicer, the Administrator, the Group Agents and the Lenders shall enter into such documents as the Lenders may deem reasonably necessary or appropriate to reflect such extension, and all reasonable costs and expenses incurred by the Lenders, the Administrator and the Group Agents in connection therewith (including reasonable Attorneys’ Costs) shall be paid by such Borrower. If all the Lenders in at least one Group accept such request for extension but any Lender in any other Group declines the request for such extension (all such Lenders in Groups containing Lenders that decline such a request, “Exiting Lenders”), then effective as of the Scheduled Termination Date (without giving effect to such requested extension): (a) the Scheduled Termination Date shall be extended as agreed to by such accepting Lender(s);the first anniversary of the Termination Date then in effect. (b) If any Lender rejects, or is deemed to have rejected the Company’s request to extend the Termination Date, then (i) the Commitments of such Lender shall terminate on the Exiting Lenders shall terminate; and Termination Date then in effect with respect to such Lender and (cii) the Facility Limit Company shall pay to such Lender on such Termination Date any amounts due and payable to such Lender on such date. On the date of termination of such non-extending Lender’s Commitment, (x) the extending Lenders’ Percentages of Letter of Credit Liabilities and participation obligations in Swingline Loans shall be reduced by re-determined without including the amount of the Group Commitments Commitment of such Exiting non-extending Lender’s Group terminated pursuant ; provided that, after giving effect thereto, the Outstanding Committed Amount of each extending Lender shall not exceed its Commitment. The Company shall, if and to clause the extent necessary to permit such reallocation of participations in accordance with the proviso in the preceding sentence, either (bx) aboveprepay (or cause another Borrower to prepay) Loans (subject, in the case of any Fixed Rate Loan, to Sections 2.12 and 2.14) or (y) Cash Collateralize Letter of Credit Liabilities and Swingline Loans.

Extension of Termination Date. From time (a) No later than one year prior to timethe Termination Date then in effect, any Borrower provided that no Event of Default shall have occurred and be continuing, the Borrowers may advise request an extension of such Termination Date by submitting to the Administrator and Administrative Agent an Extension Request containing the information in respect of such extension specified in Exhibit I, which the Administrative Agent shall promptly furnish to each Group Agent Bank. If, within 30 days of their receipt of an Extension Request, the Majority Banks shall approve in writing the extension of the Termination Date requested in such Extension Request, 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 and (ii) the Commitment of any Bank which does not consent in writing to such extension within 30 days of its desire to extend receipt of such Extension Request (an “Objecting Bank”) shall, unless earlier terminated in accordance with this Agreement, expire on the then current Scheduled Termination Date in effect on the date of such Extension Request (such Termination Date, if any, referred to a date that is (x) 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 more than three hundred and sixty-four (364) days after such then current Scheduled approve in writing the extension of the Termination Date and requested in an Extension Request, the Termination Date shall not be extended pursuant to such Extension Request. The Administrative Agent shall promptly notify (y) not later than the Facility Banks and the Borrowers of any extension of the Termination Date scheduled 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 an obligation to extend its Commitment pursuant to this Section 2.16 except in its sole discretion. (b) Any Objecting Bank the Commitment of which shall expire prior to any extended Termination Date shall, subject to subsection 2.16(c), have its Committed Rate Loans repaid in full by the applicable Borrower(s) on such expiration date, together with accrued interest thereon, and shall have any accrued and unpaid commitment fee, Letter of Credit Fee, Reimbursement Obligations in respect of Letters of Credit or other amount payable to it hereunder paid on the first date to occur pursuant following such expiration date on which the fees referred to clause (ain subsection 2.4(a) or 2.26 or other amounts are payable to the non-Objecting Banks or, if such fees or other amounts shall be so payable on such expiration date, such unpaid commitment fee, Letter of the definition thereof; provided Credit Fee and other amount shall be paid on such request is made not more than one hundred and twenty (120) days prior to, and not less than ninety (90) days prior toexpiration date. In addition, the then current Scheduled Termination Date. In the event that all the Lenders participating interest of any Objecting Bank in any Group are agreeable to then outstanding undrawn Letters of Credit shall terminate on such extension, the Administrator shall so notify such Borrower in writing expiration date (it being understood that each Objecting Bank shall remain liable to fund its participating interest in respect of any Letters of Credit which are drawn upon by the Lenders may accept beneficiary thereof prior to such expiration date) and such participating interest shall be deemed to be reallocated to and among the non-Objecting Banks ratably in accordance with their respective Commitments. (c) The Borrowers shall have the right, so long as no Event of Default has occurred and is then continuing, upon giving notice to the Administrative Agent and the Objecting Banks in accordance with subsection 2.6, to prepay in full the Committed Rate Loans of the Objecting Banks, together with accrued interest thereon, any amounts payable pursuant to subsections 2.13, 2.14, 2.15 and 2.17 and any accrued and unpaid commitment fee, Letter of Credit Fee, Reimbursement Obligations in respect to Letters of Credit or decline such a request in their sole discretion and on such terms as they may elect) other amounts payable to it hereunder and/or, upon giving not less than sixty (60) days prior three Working Days’ notice to the Objecting Banks and the Administrative Agent, to cancel the whole or part of the Commitments of the Objecting Banks (and upon such cancellation, such Objecting Bank’s participation in any then current Scheduled Termination Date outstanding undrawn Letters of Credit shall terminate and such Borrower, the applicable Servicer, the Administrator, the Group Agents and the Lenders shall enter into such documents as the Lenders may deem reasonably necessary or appropriate to reflect such extension, and all reasonable costs and expenses incurred by the Lenders, the Administrator and the Group Agents in connection therewith (including reasonable Attorneys’ Costs) participation shall be paid by such Borrower. If all deemed to be reallocated to and among the Lenders non-Objecting Banks ratably in at least one Group accept such request for extension but accordance with their respective Commitments) (it being understood that any Lender in any other Group declines the request for such extension (all such Lenders in Groups containing Lenders that decline such a request, “Exiting Lenders”), then effective as partial cancellation of the Scheduled Termination Date Commitment shall result in a corresponding reduction of such Objecting Bank’s participating interest in respect of Letters of Credit) (without but only if after giving effect to such requested extension): (a) cancellation or prepayment the Scheduled Total Extensions of Credit do not exceed the Total Commitments), provided that during the period from the Closing Date through February 25, 2014 and, commencing February 26, 2014, during each one-year period thereafter to and including the Termination Date shall be extended as agreed to by such accepting Lender(s(each, a “Deal Year”); (b) , the aggregate Commitments of the Exiting Lenders shall terminate; and (c) the Facility Limit shall be reduced by the amount of the Group Commitments of such Exiting Lender’s Group Banks which are terminated pursuant to clause (bthis subsection 2.16(c) aboveand are not replaced during such Deal Year pursuant to subsection 2.19 shall not exceed 33-1/3% of the aggregate Commitments in effect on the first day of such Deal Year of Banks which were not Objecting Banks on such first day.

Extension of Termination Date. From time to time, any Borrower may advise (a) So long as no Event of Default shall have occurred and be continuing and the Administrator and each Group Agent in writing of its desire to extend the then current Scheduled Termination Date to a date that is (x) shall not have occurred, then at least 30 days but not more than three hundred and sixty-four (364) 60 days after such then current Scheduled Termination Date and (y) not later than the Facility Termination Date scheduled prior to occur pursuant to clause (a) each of the definition thereof; provided such request is made not more than one hundred first and twenty second anniversaries of the date hereof (120) days prior toeach, and not less than ninety (90) days prior toan “Anniversary Date”), the then current Scheduled Company may request that the Lenders, by written notice to the Administrative Agent (in substantially the form attached hereto as Exhibit F) with a copy to the Arrangers, consent to a one-year extension of the Termination Date. In the event that all the Lenders Each Lender shall, in any Group are agreeable its sole discretion, determine whether to consent to such extension, request and shall notify the Administrator shall so notify such Borrower in writing (it being understood that the Lenders may accept or decline such a request in their sole discretion and on such terms as they may elect) not less than sixty (60) Administrative Agent of its determination at least 20 days prior to the then current Scheduled Termination Date and applicable Anniversary Date. The failure to respond by any Lender within such Borrower, time period shall be deemed a denial of such request. The Administrative Agent shall deliver a notice to the applicable Servicer, the Administrator, the Group Agents Company and the Lenders shall enter into at least 15 days prior to such documents as Anniversary Date of the identity of the Lenders may deem reasonably necessary or appropriate that have consented to reflect such extension, and all reasonable costs and expenses incurred by the Lenders, the Administrator extension and the Group Agents in connection therewith (including reasonable Attorneys’ Costs) shall be paid by such Borrower. If all the Lenders in at least one Group accept such request for extension but any Lender in any other Group declines the request for such extension (all such Lenders in Groups containing Lenders that decline have declined such a request, consent (the “Exiting Declining Lenders”), then effective as . If Lenders holding in the aggregate 50% or less of the Scheduled Commitments have consented to the requested extension, the Termination Date shall not be extended, and the Commitments of all Lenders shall terminate on the then current Termination Date (without giving effect the “Current Termination Date”). (b) If Lenders holding in the aggregate more than 50% of the Commitments have consented to such the requested extension): (a) , subject to the Scheduled conditions set forth in Section 2.16(c), the Termination Date shall be extended as agreed to by such accepting Lender(s); consenting Lenders only (band not as to any Declining Lender) for a period of one year following the Commitments Current Termination Date. Unless assigned to another Lender as set forth below, the commitments of the Exiting Declining Lenders shall terminate; terminate on such Current Termination Date, all Advances of and other amounts payable to such Declining Lenders shall be repaid to them on such Current Termination Date, and such Declining Lenders shall have no further liability as of such Current Termination Date. The Company shall have the right at any time on or before the applicable Anniversary Date to replace each Declining Lender with, and add as “Lenders” under this Agreement in place thereof, one or more Eligible Assignees (each, an “Additional Commitment Lender”) as provided in Section 8.07(f), each of which Additional Commitment Lenders shall have entered into an Assignment and Acceptance pursuant to which each such Additional Commitment Lender shall, effective as of such Anniversary Date, assume a Commitment (and, if any such Additional Commitment Lender is already a Lender, its Commitment shall be in addition to such Lender’s Commitment hereunder on such date) and accept as such Additional Lender’s Termination Date with respect to the Commitment so assumed the latest date to which the Termination Date has been extended pursuant to this Section 2.16. (c) Any extension of the Facility Limit Termination Date pursuant to this Section 2.16 shall become effective upon the applicable Anniversary Date if the Company shall have delivered to the Administrative Agent and each Lender, on or prior to such Anniversary Date, (i) opinions of counsel to the Company substantially in the forms of Exhibits D-3 and D-4 attached hereto upon which each Lender and the Administrative Agent may rely, together with any governmental order referred to therein attached thereto and (ii) a certificate of a duly authorized officer of the Company (the statements contained in which shall be reduced by true) to the amount effect that (x) the representations and warranties contained in Section 4.01 are correct on and as of such Anniversary Date before and after giving effect to the extension of the Group Commitments Termination Date, as though made on and as of such Exiting Lender’s Group terminated pursuant Anniversary Date (unless the same are stated to clause refer to a specific earlier date, in which case such representation or warranty shall be correct as of such specific earlier date), and (by) aboveno event has occurred and is continuing, or would result from such extension of the Termination Date, that constitutes an Event of Default or that would constitute an Event of Default but for the requirement that notice be given or time elapse, or both. (d) Upon the extension of any Termination Date in accordance with this Section 2.16, the Administrative Agent shall deliver to each Lender a revised Schedule II setting forth the Commitment of each Lender after giving effect to such extension, and such Schedule II shall replace the Schedule II in effect before the applicable Anniversary Date.

Extension of Termination Date. From time to time, any Borrower may advise the Administrator and each Group Agent in writing of its desire to extend the then current Scheduled Termination Date to a date that is (x) not more than three hundred and sixty-four (364) days after such then current Scheduled Termination Date and (y) not later than the Facility Termination Date scheduled to occur pursuant to clause (a) of the definition thereof; provided such request is made not more Not earlier than one hundred and twenty (120) 60 days prior to, and not less nor later than ninety (90) 30 days prior to, each anniversary of the then current Scheduled date hereof, the Borrower may, upon notice to the Administrative Agent (which shall promptly notify the Banks), request a one-year extension of the Termination Date provided that the Borrower may not exercise this right more than two times prior to the Termination Date. In Within 15 days of delivery of such notice, each Bank shall notify the event Administrative Agent whether or not it consents to 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. (b) The Termination Date shall be extended only if the Majority Banks (calculated excluding any Defaulting Bank and after 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 all does not consent to an extension (that so agrees upon becoming such a replacement), shall be extended to the Lenders same date in any Group are agreeable the following year, effective as of the Termination Date then in effect (such existing Termination Date being the “Extension Effective Date”). The Administrative Agent and the Borrower shall promptly confirm to the Banks such extension and the Extension Effective Date. As a condition precedent to such extension, the Administrator Borrower shall so notify such Borrower in writing (it being understood that the Lenders may accept or decline such a request in their sole discretion and on such terms as they may elect) not less than sixty (60) days prior deliver to the then current Scheduled Termination Date and such Borrower, Administrative Agent a certificate of the applicable Servicer, the Administrator, the Group Agents and the Lenders shall enter into such documents as the Lenders may deem reasonably necessary or appropriate to reflect such extension, and all reasonable costs and expenses incurred by the Lenders, the Administrator and the Group Agents in connection therewith (including reasonable Attorneys’ Costs) shall be paid by such Borrower. If all the Lenders in at least one Group accept such request for extension but any Lender in any other Group declines the request for such extension (all such Lenders in Groups containing Lenders that decline such a request, “Exiting Lenders”), then effective Borrower dated as of the Scheduled Termination Extension Effective Date signed by a Responsible Officer of the Borrower (without i) certifying and attaching the resolutions adopted by the Borrower approving or 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) immediately before and after giving effect to such requested extension): , the representations and warranties contained in Article IV made by it are true and correct on and as of the Extension Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, (aB) immediately before and after giving effect to such extension no Event of Default exists or will exist, and (C) since (1) the Scheduled Termination Date shall be extended as agreed to by such accepting Lender(s); most immediately preceding June 30 or (b2) the Commitments filing of a Form 8-K pertaining to any such type of event which was filed after such June 30 and prior to the date 30 days 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 Exiting Lenders shall terminate; andBorrower and its Subsidiaries taken as a whole. (c) If any Bank does not consent to the Facility Limit shall be reduced by the amount extension of the Group Commitments Termination Date as provided in this Section 2.21(c), the Borrower shall have the right to replace such Bank in accordance with Section 2.18(c). For the avoidance of doubt, in the event such Exiting Lender’s Group terminated pursuant non-consenting Bank is not replaced, the Termination Date with respect to clause (b) abovethat Bank shall not be extended.

Extension of Termination Date. From time to time, any Borrower may advise The Borrowers shall have the Administrator and each Group Agent in writing of its desire option (the “Extension Option”) to extend the then current Scheduled original Termination Date for a period of one (1) year. Subject to the conditions set forth below, Borrowers may exercise the Extension Option by delivering a date that is written notice to Agent (xwho shall provide such notice, promptly upon receipt, to each of the Lenders) not more than three hundred and sixty-four (364) days after such then current Scheduled Termination Date and (y) not later than the Facility Termination Date scheduled to occur pursuant to clause (a) of the definition thereof; provided such request is made not more than one hundred and twenty (120) days prior to, and not less than ninety (90) days prior to, the then current Scheduled Termination Date. In the event that all the Lenders in any Group are agreeable to such extension, the Administrator shall so notify such Borrower in writing (it being understood that the Lenders may accept or decline such a request in their sole discretion and on such terms as they may elect) not less than sixty thirty (6030) days prior to the then current Scheduled original Termination Date and such Borrower, the applicable Servicer, the Administrator, the Group Agents and the Lenders shall enter into such documents as the Lenders may deem reasonably necessary or appropriate (a “Notice to reflect such extension, and all reasonable costs and expenses incurred by the Lenders, the Administrator and the Group Agents in connection therewith (including reasonable Attorneys’ Costs) shall be paid by such Borrower. If all the Lenders in at least one Group accept such request for extension but any Lender in any other Group declines the request for such extension (all such Lenders in Groups containing Lenders that decline such a request, “Exiting LendersExtend”), then effective stating that the Borrowers have elected to extend the original Termination Date for one (1) year. The Borrowers’ delivery of the Notice to Extend shall be irrevocable and the Borrowers’ right to exercise the Extension Option shall be subject to the following terms and conditions: (i) there shall exist no Default of Event of Default on both the date the Borrowers deliver the Notice to Extend to Agent and on the original Termination Date, (ii) the Borrowers shall have paid to Agent for the account of each Lender (other than a Defaulting Lender), not less than five days before the Original Termination Date, an extension fee equal to 0.25% of such Lender’s Commitment Amount, and (iii) without limiting the conditions set forth in the foregoing clause (i), the Borrowers shall have delivered to the Agent a Compliance Certificate, dated as of the Scheduled Termination Date (without giving effect to such requested extension): (a) the Scheduled Termination Date shall be extended as agreed to by such accepting Lender(s); (b) the Commitments date of the Exiting Lenders shall terminate; and (c) Notice to Extend, which includes detailed calculations establishing that EPR and its Subsidiaries were in compliance with the Facility Limit shall be reduced by the amount financial covenants contained in Section 9.1 as of the Group Commitments date of such Exiting Lender’s Group terminated pursuant the most recently ended calendar quarter for which the Borrowers are required to clause (b) abovereport financial results.

Extension of Termination Date. From (a) At least 45 days but not more than 60 days prior to the first and/or second anniversaries of the Closing Date, the Borrower, by written notice to the Administrative Agent, may request an extension of the Termination Date in effect at such time to timeby one year from its then scheduled expiration. The Administrative Agent shall promptly notify each Lender Party of such request, any Borrower may advise the Administrator and each Group Lender Party shall in turn, in its sole discretion, not later than 30 days prior to the applicable anniversary date, notify the Borrower and the Administrative Agent in writing as to whether such Lender Party will consent to such extension. If any Lender Party shall fail to notify the Administrative Agent and the Borrower in writing of its desire consent to extend any such request for extension of the then current Scheduled Termination Date at least 30 days prior to such anniversary date, such Lender Party shall be deemed to be a date that is (x) not more than three hundred and sixtyNon-four (364) days after Consenting Lender with respect to such then current Scheduled Termination Date and (y) request. The Administrative Agent shall notify the Borrower not later than 25 days prior to the Facility applicable anniversary date of the decision of the Lender Parties regarding the Borrower’s request for an extension of the Termination Date scheduled Date. (b) If all the Lender Parties consent in writing to occur pursuant to clause any such request in accordance with subsection (a) of this Section 2.15, the definition thereof; provided Termination Date in effect at such time shall, effective as at the Termination Date (the “Extension Date”), be extended for one year. If less than all of the Lender Parties consent in writing to any such request is made not more than one hundred and twenty in accordance with subsection (120a) days prior to, and not less than ninety (90) days prior toof this Section 2.15, the then current Scheduled Termination DateDate in effect at such time shall, effective as at the applicable Extension Date and subject to subsection (d) of this Section 2.15, be extended as to those Lender Parties that so consented (each a “Consenting Lender”) but shall not be extended as to any other Lender Party (each a “Non-Consenting Lender”). In To the event that all the Lenders in any Group are agreeable to such extension, the Administrator shall so notify such Borrower in writing (it being understood extent that the Lenders may accept Termination Date is not extended as to any Lender Party pursuant to this Section 2.15 and the Commitment(s) of such Lender Party are not assumed in accordance with subsection (c) of this Section 2.15 on or decline such a request in their sole discretion and on such terms as they may elect) not less than sixty (60) days prior to the then current Scheduled applicable Extension Date, the Commitment(s) of such Non-Consenting Lender shall automatically terminate in whole on such unextended Termination Date and such without any further notice or other action by the Borrower, such Lender Party or any other Person; provided that such Non-Consenting Lender’s rights under Sections 3.3, 3.4, 3.5, 3.6 and 3.7, and its obligations under Section 10.2, shall survive the applicable ServicerTermination Date for such Lender Party as to matters occurring prior to such date. It is understood and agreed that no Lender Party shall have any obligation whatsoever to agree to any request made by the Borrower for any requested extension of the Termination Date. (c) If less than all of the Lender Parties consent to any such request pursuant to subsection (a) of this Section 2.15, the AdministratorBorrower may arrange for one or more Consenting Lenders or other Person eligible to be an assignee of a Lender pursuant to Section 11.11.1 (an “Eligible Assignee”) to assume, the Group Agents and the Lenders shall enter into such documents as the Lenders may deem reasonably necessary or appropriate to reflect such extension, and all reasonable costs and expenses incurred by the Lenders, the Administrator and the Group Agents in connection therewith (including reasonable Attorneys’ Costs) shall be paid by such Borrower. If all the Lenders in at least one Group accept such request for extension but any Lender in any other Group declines the request for such extension (all such Lenders in Groups containing Lenders that decline such a request, “Exiting Lenders”), then effective as of the Scheduled Termination Date Extension Date, any Non-Consenting Lender’s Commitment(s) and all of the obligations of such 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 amount of the Revolving Credit Commitment of any such Eligible Assignee as a result of such substitution shall in no event be less than $25,000,000 unless the amount of the Revolving Credit Commitment of such Non-Consenting Lender is less than $25,000,000, in which case such Eligible Assignee shall assume all of such lesser amount; and provided further that: (without giving effect i) any such Consenting Lender or Eligible Assignee shall have paid to such requested extension): Non-Consenting Lender (aA) the Scheduled Termination Date shall be extended 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 agreed to by of the effective date of such accepting Lender(s)assignment; (bii) the Commitments 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 Exiting Lenders effective date of such assignment shall terminatehave been paid to such Non-Consenting Lender; and (ciii) with respect to any such Eligible Assignee, the Facility Limit applicable processing and recordation fee required under Section 11.11.1 for such assignment shall be reduced have been paid; provided further that such Non-Consenting Lender’s rights under Sections 3.3, 3.4, 3.5, 3.6 and 3.7, and its obligations under Section 10.2, 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 Eligible Assignee, if any, shall have delivered to the Borrower and the Administrative Agent a Lender Assignment Agreement, duly executed by such Eligible Assignee, such Non-Consenting Lender, the Borrower and the Administrative Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Administrative Agent as to the increase in the amount of the Group Commitments of such Exiting Lender’s Group terminated its Commitment and (C) each Non-Consenting Lender being replaced pursuant to clause this Section 2.15 shall have delivered to the Administrative Agent any Note or Notes held by such Non-Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (bi), (ii) aboveand (iii) of the immediately preceding sentence, each such Consenting Lender or Eligible Assignee, as of the Extension Date, will be substituted for such Non-Consenting 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 Lenders, and the obligations of each such Non-Consenting Lender hereunder shall, by the provisions hereof, be released and discharged. (d) If (after giving effect to any assignments or assumptions pursuant to subsection (c) of this Section 2.15) Lenders having Revolving Credit Commitments equal to at least 50% of the Revolving Credit Commitments in effect immediately prior to the Extension Date consent in writing to a requested extension not later than one Business Day prior to such Extension Date, the Administrative Agent shall so notify the Borrower, and the Termination Date then in effect shall be extended for the additional one-year period as described in subsection (a) of this Section 2.15, and all references in this Agreement, and in the Notes, if any, to the “Termination Date” shall, with respect to each Consenting Lender and each Eligible Assignee for such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Administrative Agent shall notify the Lender Parties (including, without limitation, each Eligible Assignee) 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 each such Consenting Lender and each such Eligible Assignee.

Extension of Termination Date. From time (a) The Company may request, in a notice given as herein provided to time, any Borrower may advise the Administrator Administrative Agent and each Group of the Banks not less than 45 days and not more than 60 days prior to the Termination Date then in effect ("Existing Termination Date"), that the Termination Date be extended, which notice shall specify a date (which shall be the Existing Termination Date) as of which the requested extension is to be effective (the "Effective Date"), and the new Termination Date to be in effect following such extension (the "Requested Termination Date"), which date shall be no more than 364 days after the effectiveness of such extension (with the Effective Date being counted as the first day). Each Bank shall, not later than a date 30 days prior to the Effective Date, notify the Company and the Administrative Agent in writing of its desire election to extend or not to extend the then current Scheduled Termination Date with respect to a date that is (x) not its Commitment. Notwithstanding any provision of this Agreement to the contrary, any notice by any Bank of its willingness to extend the Termination Date with respect to its Commitment shall be revocable by such Bank in its sole and absolute discretion at any time more than three hundred 30 days prior to the Effective Date. Any Bank which shall not timely notify the Company and sixty-four (364) days after such then current Scheduled the Administrative Agent of its election to extend the Termination Date and (y) shall be deemed to have elected not later than to extend the Facility Termination Date scheduled with respect to occur its Commitment. (b) If any one or more Banks shall timely notify the Company and the Administrative Agent pursuant to clause paragraph (a) of this subsection 2.4 of their election not to extend their Commitments or shall be deemed to have elected not to extend their Commitments, (such Banks being called "Terminating Banks"), then the definition Company may (i) designate from the Banks other than Terminating Banks (the "Continuing Banks") one or more such Continuing Banks to increase their Commitments, which Continuing Banks shall have given notice to the Company and the Administrative Agent of their willingness to so increase their Commitments, (ii) with notice to the Administrative Agent, designate one or more other banking institutions willing to extend Commitments until the Requested Termination Date (any such banking institution, an "Additional Bank"), or (iii) any combination thereof; provided , the aggregate amount of the increases of such request is made Continuing Banks' Commitments and the amount of such Additional Banks' Commitments not more than one hundred to exceed the aggregate of the Commitments of the Terminating Banks. Any such increase in the Commitment of a Continuing Bank shall be evidenced by a written instrument executed by such Continuing Bank, the Company and twenty (120) days prior tothe Administrative Agent, and not less than ninety (90) days prior to, shall take effect on the then current Scheduled Existing Termination Date. In Any Additional Bank shall, on the event that Existing Termination Date, execute and deliver to the Company and the Administrative Agent a "Commitment Transfer Supplement", satisfactory to the Company and the Administrative Agent, setting forth the amount of such Additional Bank's Commitment and containing its agreement to become, and to perform all the Lenders obligations of, a Bank hereunder, and the Commitment of such Additional Bank shall become effective on the Existing Termination Date. (c) The Company and each other Borrower, if any, shall deliver to each Continuing Bank and each Additional Bank which shall have requested Revolving Credit Notes pursuant to subsection 2.2(c), on the Existing Termination Date in exchange for each Revolving Credit Note, if any, of each of the Borrowers held by such Bank, new Revolving Credit Notes, maturing on the Requested Termination Date, in the principal amount of such Bank's Commitment after giving effect to the adjustments made pursuant to this subsection 2.4. (d) If some of or all the Banks shall have elected to extend their Commitments as provided in this subsection 2.4, then (i) the Commitments of the Continuing Banks and any Group are agreeable Additional Banks shall continue until the Requested Termination Date specified in the notice from the Company, and as to such Banks the term "Termination Date", as used herein shall on and after the Effective Date mean such Requested Termination Date; (ii) the Commitments of the Terminating Banks shall continue until the Termination Date in effect prior to such extension, and shall then terminate, and as to the Terminating Banks, the term "Termination Date", as used herein, shall continue to mean such Existing Termination Date; and (iii) from and after the Termination Date in effect prior to such extension, the Administrator shall so notify such Borrower in writing (it being understood that the Lenders may accept or decline such a request in their sole discretion and on such terms as they may elect) not less than sixty (60) days prior to the then current Scheduled Termination Date and such Borrower, the applicable Servicer, the Administrator, the Group Agents and the Lenders shall enter into such documents as the Lenders may deem reasonably necessary or appropriate to reflect such extension, and all reasonable costs and expenses incurred by the Lenders, the Administrator and the Group Agents in connection therewith (including reasonable Attorneys’ Costs) term "Banks" shall be paid by such Borrower. If all deemed to include the Lenders in at least one Group accept such request for extension but any Lender in any other Group declines the request for such extension (all such Lenders in Groups containing Lenders that decline such a request, “Exiting Lenders”), then effective as of the Scheduled Termination Date (without giving effect to such requested extension): (a) the Scheduled Termination Date shall be extended as agreed to by such accepting Lender(s); (b) the Commitments of the Exiting Lenders shall terminate; and (c) the Facility Limit shall be reduced by the amount of the Group Commitments of such Exiting Lender’s Group terminated pursuant to clause (b) aboveAdditional Banks.

Extension of Termination Date. From time to time, any Borrower may advise the Administrator (a) Not less than 60 days and each Group Agent in writing of its desire to extend the then current Scheduled Termination Date to a date that is (x) not more than three hundred and sixty-four (364) days after such then current Scheduled Termination Date and (y) not later than the Facility Termination Date scheduled to occur pursuant to clause (a) of the definition thereof; provided such request is made not more than one hundred and twenty (120) days prior to, and not less than ninety (90) days prior to, the then current Scheduled Termination Date. In the event that all the Lenders in any Group are agreeable to such extension, the Administrator shall so notify such Borrower in writing (it being understood that the Lenders may accept or decline such a request in their sole discretion and on such terms as they may elect) not less than sixty (60) 90 days prior to the then current Scheduled Termination Date then in effect, provided that no Event of Default shall have occurred and such Borrowerbe continuing, the applicable ServicerBorrowers may request an extension of such Termination Date by submitting to the Administrative Agent an Extension Request containing the information in respect of such extension specified in Exhibit I, which the AdministratorAdministrative Agent shall promptly furnish to each Bank. Each Bank shall, not less than 30 days and not more than 60 days prior to the Group Agents Termination Date then in effect, notify the Borrowers and the Lenders shall enter into such documents as Administrative Agent of its election to extend or not extend the Lenders may deem reasonably necessary or appropriate to reflect such extension, and all reasonable costs and expenses incurred by the Lenders, the Administrator and the Group Agents in connection therewith (including reasonable Attorneys’ Costs) shall be paid by such Borrower. If all the Lenders in at least one Group accept such request for extension but any Lender in any other Group declines the request for such extension (all such Lenders in Groups containing Lenders that decline such a request, “Exiting Lenders”), then effective as of the Scheduled Termination Date (without giving effect as requested in such Extension Request. Notwithstanding any provision of this Agreement to such requested extension): (a) the Scheduled contrary, any notice by any Bank of its willingness to extend the Termination Date shall be extended as agreed to revocable by such accepting Lender(sBank in its sole and absolute discretion at any time prior to the date which is 30 days prior to the Termination Date 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, 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 364 days and (ii) the Commitment of any Bank which does not consent in writing to such extension not less than 30 days and not more than 60 days prior to the Termination Date then in effect (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, not less than 30 days and not more than 60 days prior to the Termination Date then in effect, 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 pursuant to such Extension Request. The Administrative Agent shall promptly notify (y) the 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. (b) Committed Rate Loans owing to any Objecting Bank on the Commitment Expiration Date with respect to such Bank shall be repaid in full on or before the date which is one year after such Commitment Expiration Date. (c) The Borrowers shall have the right, so long as no Event of Default has occurred and is then continuing, upon giving notice to the Administrative Agent and the Objecting Banks in accordance with subsection 2.6, to prepay in full the Committed Rate Loans of the Objecting Banks, together with accrued interest thereon, any amounts payable pursuant to subsections 2.13, 2.14, 2.15 and 2.17 and any accrued and unpaid facility fee or other amounts payable to it hereunder and/or, upon giving not less than three Working Days’ notice to the Objecting Banks and the Administrative Agent, to cancel the whole or part of the Commitments of the Exiting Lenders shall terminate; and (c) the Facility Limit shall be reduced by the amount of the Group Commitments of such Exiting Lender’s Group terminated pursuant to clause (b) aboveObjecting Banks.

Extension of Termination Date. From time to time, any Borrower may advise the Administrator and each Group Agent in writing of its desire to extend the then current Scheduled Termination Date to a date that is (x) not more than three hundred and sixty-four (364) days after such then current Scheduled Termination Date and (y) not later than the Facility Termination Date scheduled to occur pursuant to clause (a) of the definition thereof; provided such request is made Not less than 60 days and not ----------------------------- more than one hundred and twenty (120) days prior to, and not less than ninety (90) days prior to, the then current Scheduled Termination Date. In the event that all the Lenders in any Group are agreeable to such extension, the Administrator shall so notify such Borrower in writing (it being understood that the Lenders may accept or decline such a request in their sole discretion and on such terms as they may elect) not less than sixty (60) 90 days prior to the then current Scheduled Termination Date then in effect, provided that no Event of Default shall have occurred and such Borrowerbe continuing, the applicable ServicerBorrowers may request an extension of such Termination Date by submitting to the Administrative Agent an Extension Request containing the information in respect of such extension specified in Exhibit I, which the AdministratorAdministrative Agent shall promptly furnish to each Bank. Each Bank shall, not less than 30 days and not more than 60 days prior to the Group Agents Termination Date then in effect, notify the Borrowers and the Lenders shall enter into such documents as Administrative Agent of its election to extend or not extend the Lenders may deem reasonably necessary or appropriate to reflect such extension, and all reasonable costs and expenses incurred by the Lenders, the Administrator and the Group Agents in connection therewith (including reasonable Attorneys’ Costs) shall be paid by such Borrower. If all the Lenders in at least one Group accept such request for extension but any Lender in any other Group declines the request for such extension (all such Lenders in Groups containing Lenders that decline such a request, “Exiting Lenders”), then effective as of the Scheduled Termination Date (without giving effect as requested in such Extension Request. Notwithstanding any provision of this Agreement to such requested extension): (a) the Scheduled contrary, any notice by any Bank of its willingness to extend the Termination Date shall be extended as agreed to revocable by such accepting Lender(sBank in its sole and absolute discretion at any time prior to the date which is 30 days prior to the Termination Date then in effect. If the Required Banks shall approve in writing the extension of the Termination Date requested in such Extension Request, 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 364 days and (ii) the Commitment of any Bank which does not consent in writing to such extension not less than 30 days and not more than 60 days prior to the Termination Date then in effect (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, not less -------------------------- than 30 days and not more than 60 days prior to the Termination Date then in effect, 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 pursuant to such Extension Request. The Administrative Agent shall promptly notify (y) the 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. (b) Committed Rate Loans owing to any Objecting Bank on the Commitment Expiration Date with respect to such Bank shall be repaid in full on or before the date which is two years after such Commitment Expiration Date. (c) The Borrowers shall have the right, so long as no Event of Default has occurred and is then continuing, upon giving notice to the Administrative Agent and the Objecting Banks in accordance with subsection 2.6, to prepay in full the Committed Rate Loans of the Objecting Banks, together with accrued interest thereon, any amounts payable pursuant to subsections 2.13, 2.14, 2.15 and 2.17 and any accrued and unpaid facility fee or other amounts payable to it hereunder and/or, upon giving not less than three Working Days' notice to the Objecting Banks and the Administrative Agent, to cancel the whole or part of the Commitments of the Exiting Lenders shall terminate; and (c) the Facility Limit shall be reduced by the amount of the Group Commitments of such Exiting Lender’s Group terminated pursuant to clause (b) aboveObjecting Banks.

Extension of Termination Date. From time to time, any (a) The Borrower may advise request an extension of the Administrator and each Group Agent in writing of its desire to extend the then current Scheduled 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 submitting a date that is request for an extension to the Agent (xi) in the case of the first such extension, 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 three hundred 38 months nor less than 36 months prior to 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 fees that the Borrower would agree to pay with respect to such extension if approved by the Banks. Promptly upon (but not later than five Business Days after) the Agent's receipt and sixty-four approval of the extension request and fee proposal (364) as so approved, the "Extension Request"), the Agent shall deliver to each Bank a copy of, and shall request each Bank to approve, the Extension Request. Each Bank approving the Extension Request shall deliver its written approval no later than 30 days after such then current Scheduled Bank's receipt of the Extension Request. If the approval of each of the Banks is received by the Agent within 30 days of the receipt by them of the Extension Request (or as otherwise provided in Section 2.19(b)), the Agent shall promptly so notify the Borrower and each Bank in writing, and the Termination Date and shall be extended to February 28, 2004 (yin the case of the first such extension) not later than or to the Facility first anniversary of the then scheduled Termination Date scheduled to occur pursuant to clause (a) in the case of each subsequent extension), and in such event the Borrower may thereafter request, each time the Termination Date is so extended, a further extension of the definition thereof; then scheduled Termination Date in accordance with this Section 2.19. If any of the Banks does not deliver to the Agent such Bank's written approval to any Extension Request within such 30-day period, the Termination Date shall not be extended, except as otherwise provided such request is made in Section 2.19(b). (b) If (i) any Bank (but not more than one hundred Bank) ("Rejecting Bank") shall not approve an Extension Request, (ii) all rights and twenty obligations (120from and after the date of the assignment described below) of such Rejecting Bank under this Agreement and under the other Loan Documents (including, without limitation, its Commitment and all Loans owing to it) shall have been assigned, within 90 days prior tofollowing the Bank's receipt of such Extension Request, in accordance with Section 2.20, to one or more Replacement Banks who shall have approved in writing such Extension Request at the time of such assignment, or, to the extent not so assigned, such Rejecting Bank's Commitment shall have been terminated as provided in Section 2.19(c), and not less than (iii) no other Bank shall have given written notice to the Agent of such Bank's withdrawal of its approval of the Extension Request, the Agent shall promptly so notify the Borrower and each Bank, and the Termination Date shall be extended 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), and in such event the Borrower may thereafter request, each time the Termination Date is so extended, a further extension as provided in Section 2.19(a). (c) Within ninety (90) days prior tofollowing the Banks' receipt of an Extension Request, the then current Scheduled Termination DateBorrower may, upon notice to the Agent and the Rejecting Bank, and subject to the provisions of the last sentence of this Section 2.19(c), terminate the Commitment of such Rejecting Bank (or such portion of the Commitment as is not assigned to a Replacement Bank in accordance with Section 2.20), which termination shall occur as of a date set forth in such Borrower's notice but in no event more than thirty (30) days following such notice (subject to the provisions of Section 2.20(b)). In Upon the event that effective date of such termination, the Borrower shall pay to the Rejecting Bank all amounts due and owing to it hereunder or under any other Loan Document, including, without limitation, the Lenders in any Group are agreeable aggregate outstanding principal amount of the Loans owed to such extensionRejecting Bank, together with accrued interest thereon through the date of such termination, amounts payable under Sections 2.14 and 2.15 with respect to such Rejecting Bank and the fees payable to such Rejecting Bank under Section 2.09(b). Upon request by the Borrower or the Agent, the Administrator Rejecting Bank will deliver to the Borrower and the Agent a letter setting forth the amounts payable to the Rejecting Bank as set forth above. Upon the termination of such Rejecting Bank's Commitment and payment of the amounts provided for in the immediately preceding sentence, the Borrower shall so notify have no further obligations to such Borrower in writing (it being understood Rejecting Bank under this Agreement and such Rejecting Bank shall cease to be a party hereto, provided, however, that such Rejecting Bank shall continue to be entitled to the Lenders may accept or decline such a request in their sole discretion benefits of Sections 2.14, 2.15, 2.17, 11.04 and on such terms 11.06, as they may elect) well as to any fees accrued for its account hereunder not less than sixty (60) days yet paid, and shall continue to be obligated under Section 10.05 with respect to obligations and liabilities accruing prior to the then current Scheduled Termination Date and termination of such BorrowerRejecting Bank's Commitment. If, as a result of the termination of the Rejecting Bank's Commitment, any payment of a LIBOR Loan occurs on a day which is not the last day of the applicable Interest Period, the applicable Servicer, Borrower shall pay to the Administrator, Agent for the Group Agents and benefit of the Lenders shall enter into such documents as the Lenders may deem reasonably necessary Banks any loss or appropriate to reflect such extension, and all reasonable costs and expenses cost incurred by the LendersBanks resulting therefrom in accordance with Section 2.17. Upon the effective date of the termination of the Rejecting Bank's Commitment, the Administrator and the Group Agents in connection therewith (including reasonable Attorneys’ Costs) shall be paid by such Borrower. If all the Lenders in at least one Group accept such request for extension but any Lender in any other Group declines the request for such extension (all such Lenders in Groups containing Lenders that decline such a request, “Exiting Lenders”), then effective as of the Scheduled Termination Date (without giving effect to such requested extension): (a) the Scheduled Termination Date shall be extended as agreed to by such accepting Lender(s); (b) the Aggregate Commitments of the Exiting Lenders shall terminate; and (c) the Facility Limit shall be reduced by the amount of the Group Commitments terminated Commitment of the Rejecting Bank, and each other Bank shall be deemed to have irrevocably and unconditionally purchased and received (subject to the provisions of the last sentence of this Section 2.19(c), without recourse or warranty, from the Rejecting Bank, an undivided interest and participation in any Facility Letter of Credit then outstanding, ratably, such that each Bank (excluding the Rejecting Bank but including any Replacement Bank that acquires an interest hereunder from such Rejecting Bank) holds a participation interest in each Facility Letter of Credit in proportion to the ratio that such Bank's Commitment (upon the effective date of such Exiting Lender’s Group terminated termination of the Rejecting Bank's Commitment) bears to the Aggregate Commitments (as reduced by the termination of such Rejecting Bank's Commitment or a part thereof). Notwithstanding the foregoing, if, upon the termination of the Commitment of such Rejecting Bank, the sum of the outstanding principal balance of the Loans and the Facility Letter of Credit Obligations would exceed the Aggregate Commitments (as reduced), the Borrower may not terminate such Rejecting Bank's Commitment unless the Borrower, on or prior to the effective date of such termination, prepays, in accordance with the provisions of this Agreement, outstanding Loans or causes to be canceled, released and returned to the applicable Issuing Bank outstanding Facility Letters of Credit in sufficient amounts such that, on the effective date of such termination, the sum of the outstanding principal balance of the Loans and the Facility Letter of Credit Obligations does not exceed the Aggregate Commitments (as reduced). (d) Within ten days of the Agent's notice to the Borrower that all of the Banks have approved an Extension Request (whether pursuant to clause (bSection 2.19(a) aboveor 2.19(b)), the Borrower shall pay to the Agent for the account of each Bank the applicable extension fees specified in the Extension Request.

Extension of Termination Date. From time (a) So long as no Unmatured Default or Event of Default has occurred and is continuing and subject to timethe conditions set forth in Section 2.19(c), any the Borrower may may, no earlier than 60 days and no later than 30 days prior to each anniversary of the Amendment Effective Date (such anniversary, an “Extension Date”), but on no more than two occasions, request through written notice to the Agent (the “Extension Notice”), that the Lenders extend the then existing Termination Date for an additional one-year period. Each Lender, acting in its sole discretion, shall, by notice to the Agent no later than the applicable Extension Date (except in the year in which the then existing Termination Date shall occur, in which case such written notice shall be delivered by the Lenders no later than 15 days prior to the then existing Termination Date) (such date, the “Consent Date”), advise the Administrator and each Group Agent in writing of its desire to extend (any such Lender, a “Consenting Lender”) or not to so extend (any such Lender, a “Non-Consenting Lender”) such date. Any Lender that does not advise the Agent by the Consent Date shall be deemed to be a Non-Consenting Lender. No Lender shall be under any obligation or commitment to extend the then current Scheduled Termination Date to a date that is (x) not more than three hundred and sixty-four (364) days after such then current Scheduled Termination Date and (y) not later than the Facility Termination Date scheduled to occur pursuant to clause (a) of the definition thereof; provided such request is made not more than one hundred and twenty (120) days prior to, and not less than ninety (90) days prior to, the then current Scheduled existing Termination Date. In The election of any Lender to agree to such extension shall not obligate any other Lender to agree to such extension. (b) If Lenders holding a Commitment that aggregate more than 50% of the event that all Aggregate Commitment on the Lenders in any Group are agreeable Consent Date shall have agreed to such extension, then the Administrator then existing Termination Date applicable to the Consenting Lenders shall so notify such Borrower in writing (it being understood be extended to the date that is one year after the Lenders may accept or decline such a request in their sole discretion and on such terms as they may elect) not less than sixty (60) days prior then existing Termination Date. All Advances of each Non-Consenting Lender shall be subject to the then current Scheduled existing Termination Date and such BorrowerDate, the applicable Servicer, the Administrator, the Group Agents and the Lenders shall enter into such documents as the Lenders may deem reasonably necessary or appropriate to reflect such extension, and all reasonable costs and expenses incurred by the Lenders, the Administrator and the Group Agents in connection therewith (including reasonable Attorneys’ Costs) shall be paid by such Borrower. If all the Lenders in at least one Group accept such request for extension but any Lender in any other Group declines the request for such extension (all such Lenders in Groups containing Lenders that decline such a request, “Exiting Lenders”), then effective as of the Scheduled Termination Date (without giving effect to such requested extension): extension (a) such date, the Scheduled “Prior Termination Date”). In the event of an extension of the then existing Termination Date pursuant to this Section 2.19, the Borrower shall have the right, at its own expense, to solicit commitments from existing Lenders and/or Eligible Assignees reasonably acceptable to the Agent and the LC Issuing Bank to replace the Commitment of any Non-Consenting Lenders for the remaining duration of this Agreement. Any Eligible Assignee (if not already a Lender hereunder) shall become a party to this Agreement as a Lender pursuant to a joinder agreement in form and substance reasonably satisfactory to the Agent and the Borrower. The Commitment of each Non-Consenting Lender shall terminate on the Prior Termination Date, all Advances and other amounts payable hereunder to such Non-Consenting Lenders shall be extended subject to the Prior Termination Date and, to the extent such Non-Consenting Lender’s Commitment is not replaced as agreed to by such accepting Lender(s); (b) provided above, the Commitments of the Exiting Lenders shall terminate; and (c) the Facility Limit Aggregate Commitment hereunder shall be reduced by the amount of the Group Commitment of each such Non-Consenting Lender so terminated on the Prior Termination Date. Notwithstanding anything to the contrary in this Section 2.19, the Termination Date shall not be extended unless the aggregate Commitments of the Consenting Lenders and any Eligible Assignees joining this Agreement pursuant to this Section 2.19(b) are greater than or equal to the Outstanding Credits as of each Prior Termination Date. (c) An extension of the Termination Date pursuant to this Section 2.19 shall only become effective upon the receipt by the Agent of a certificate (the statements contained in which shall be true) of a duly authorized officer of the Borrower stating that both before and after giving effect to such Exiting extension of the Termination Date (i) no Event of Default has occurred and is continuing and (ii) all representations and warranties contained in Section 4.1 are true and correct in all material respects on and as of the date such extension is made, except for such representations or warranties which by their terms are made as of a specified date, which shall be true and correct as of such specified date. (d) Effective on and after the Prior Termination Date, (i) each of the Non-Consenting Lenders shall be automatically released from their respective participations and reimbursement obligations under Section 2.4 with respect to any LC Outstandings and (ii) the participations and reimbursement obligations of each Lender (other than the Non-Consenting Lenders) shall be automatically adjusted to equal such Lender’s Group terminated pursuant to clause (b) abovePercentage of such LC Outstandings.

Extension of Termination Date. From time to time, any Borrower may advise (a) So long as no Event of Default shall have occurred and be continuing and the Administrator and each Group Agent in writing of its desire to extend the then current Scheduled Termination Date to a date that is (x) shall not have occurred, then at least 30 days but not more than three hundred and sixty-four (364) 60 days after such then current Scheduled Termination Date and (y) not later than the Facility Termination Date scheduled prior to occur pursuant to clause (a) each of the definition thereof; provided such request is made not more than one hundred second and twenty third anniversaries of the date hereof (120) days prior toeach, and not less than ninety (90) days prior toan “Anniversary Date”), the then current Scheduled Company may request that the Lenders, by written notice to the Administrative Agent (in substantially the form attached hereto as Exhibit F) with a copy to the Arrangers, consent to a one-year extension of the Termination Date. In the event that all the Lenders Each Lender shall, in any Group are agreeable its sole discretion, determine whether to consent to such extension, request and shall notify the Administrator shall so notify such Borrower in writing (it being understood that the Lenders may accept or decline such a request in their sole discretion and on such terms as they may elect) not less than sixty (60) Administrative Agent of its determination at least 20 days prior to the then current Scheduled Termination Date and applicable Anniversary Date. The failure to respond by any Lender within such Borrower, time period shall be deemed a denial of such request. The Administrative Agent shall deliver a notice to the applicable Servicer, the Administrator, the Group Agents Company and the Lenders shall enter into at least 15 days prior to such documents as Anniversary Date of the identity of the Lenders may deem reasonably necessary or appropriate that have consented to reflect such extension, and all reasonable costs and expenses incurred by the Lenders, the Administrator extension and the Group Agents in connection therewith (including reasonable Attorneys’ Costs) shall be paid by such Borrower. If all the Lenders in at least one Group accept such request for extension but any Lender in any other Group declines the request for such extension (all such Lenders in Groups containing Lenders that decline have declined such a request, consent (the “Exiting Declining Lenders”), then effective as . If Lenders holding in the aggregate 50% or less of the Scheduled Commitments have consented to the requested extension, the Termination Date shall not be extended, and the Commitments of all Lenders shall terminate on the then current Termination Date (without giving effect the “Current Termination Date”). (b) If Lenders holding in the aggregate more than 50% of the Commitments have consented to such the requested extension): (a) , subject to the Scheduled conditions set forth in Section 2.16(c), the Termination Date shall be extended as agreed to by such accepting Lender(s); consenting Lenders only (band not as to any Declining Lender) for a period of one year following the Commitments Current Termination Date. Unless assigned to another Lender as set forth below, the commitments of the Exiting Declining Lenders shall terminate; terminate on such Current Termination Date, all Advances of and other amounts payable to such Declining Lenders shall be repaid to them on such Current Termination Date, and such Declining Lenders shall have no further liability as of such Current Termination Date. The Company shall have the right at any time on or before the applicable Anniversary Date to replace each Declining Lender with, and add as “Lenders” under this Agreement in place thereof, one or more Eligible Assignees (each, an “Additional Commitment Lender”) as provided in Section 8.07(f), each of which Additional Commitment Lenders shall have entered into an Assignment and Acceptance pursuant to which each such Additional Commitment Lender shall, effective as of such Anniversary Date, assume a Commitment (and, if any such Additional Commitment Lender is already a Lender, its Commitment shall be in addition to such Lender’s Commitment hereunder on such date) and accept as such Additional Lender’s Termination Date with respect to the Commitment so assumed the latest date to which the Termination Date has been extended pursuant to this Section 2.16. (c) Any extension of the Facility Limit Termination Date pursuant to this Section 2.16 shall become effective upon the applicable Anniversary Date if the Company shall have delivered to the Administrative Agent and each Lender, on or prior to such Anniversary Date, (i) opinions of counsel to the Company substantially in the forms of Exhibits D-3 and D-4 attached hereto upon which each Lender and the Administrative Agent may rely, together with any governmental order referred to therein attached thereto and (ii) a certificate of a duly authorized officer of the Company (the statements contained in which shall be reduced true) to the effect that (x) the representations and warranties contained in Section 4.01 are correct on and as of such Anniversary Date before and after giving effect to the extension of the Termination Date, as though made on and as of such Anniversary Date, and (y) no event has occurred and is continuing, or would result from such extension of the Termination Date, that constitutes an Event of Default or that would constitute an Event of Default but for the requirement that notice be given or time elapse, or both. (d) Upon the extension of any Termination Date in accordance with this Section 2.16, the Administrative Agent shall deliver to each Lender a revised Schedule II setting forth the Commitment of each Lender after giving effect to such extension, and such Schedule II shall replace the Schedule II in effect before the applicable Anniversary Date.” (f) The first sentence of Section 8.07(f) is amended and restated in its entirety to read as follows: “If (x) any Lender shall be a Declining Lender, (y) any Lender or any Participant shall make any demand for payment under Section 2.12 or (z) the Company is required to pay any additional amount to any Lender or governmental authority for the account of any Lender pursuant to Section 8.04(c) or (d), then within the time period specified in Section 2.16(b) or within 30 days after such demand for any such payment (if, but only if, such demanded payment has been made by the amount Company) (as applicable), the Company may, at its sole expense and effort, upon notice to such Lender and with the approval of the Group Commitments Administrative Agent (which approval shall not be unreasonably withheld or delayed), demand that such Lender assign in accordance with and subject to the restrictions contained in, and consents required by, this Section 8.07 to one or more Eligible Assignees designated by the Company all (but not less than all) of such Exiting Lender’s Group terminated Commitment (if any) and the Advances owing to it no later than the applicable Anniversary Date or within the period ending on the later to occur of such 30th day and the last day of the longest of the then current Interest Periods for such Advances (as applicable), provided that (i) no Default or Event of Default shall then have occurred and be continuing; (ii) the Company shall have paid to the Administrative Agent the assignment fee specified in Section 8.07(a); (iii) such Lender shall have received payment of an amount equal to the outstanding principal of its Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder (including any amounts under Section 8.04(b) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Company (in the case of all other amounts); (iv) in the case of any such assignment resulting from a claim for compensation under Section 2.12 or payments required to be made pursuant to clause Section 8.04(c) or (bd), such assignment will result in a reduction in such compensation or payments thereafter; (v) abovein the case of any such assignment by a Declining Lender, such Declining Lender shall have consented to such assignment, and (vi) such assignment does not conflict with applicable laws.” (g) Schedule II is amended and restated in its entirety to read as the attached Schedule I hereto. (h) The attached Exhibit A-1 and Exhibit A-2 hereto are added as “Exhibit D-3” and “Exhibit D-4”, respectively, to the Credit Agreement. (i) The attached Exhibit B hereto is added as “Exhibit F” to the Credit Agreement.

Extension of Termination Date. From time (a) The Borrower may, by sending an Extension Request to timethe Administrative Agent (in which case the Administrative Agent shall promptly deliver a copy to each of the Lenders), any Borrower may advise at least three months in advance of the Administrator and each Group Agent in writing of its desire to extend the then current Scheduled Termination Date to a date in effect at such time (including at any time prior thereto on or after any anniversary of the Closing Date), request that is (x) not more than three hundred and sixty-four (364) days after the Lenders extend such then current Scheduled Termination Date and (y) then in effect to the first anniversary of the Termination Date then in effect. Each Lender, acting in its sole discretion, shall, by notice to the Administrative Agent given not later than the Facility date that is the 20th day after the date of the Extension Request, or if such day is not a Business Day, the immediately following Business Day (the “Response Date”) advise the Administrative Agent in writing whether or not such Lender agrees to such extension (each Lender that so advises the Administrative Agent that it will not extend the Termination Date, being referred to herein as a “Non-extending Lender”); provided that any Lender that does not advise the Administrative Agent by the Response Date and any Defaulting Lender shall be deemed to be a Non-extending Lender. The election of any Lender to agree to such extension shall not obligate any other Lender to agree. (i) If, on the Response Date, Lenders holding Revolving Credit Commitments that aggregate to 50% or more of the total Revolving Credit Commitments shall not have agreed to extend the Termination Date, then such Termination Date scheduled shall not be so extended and the outstanding principal balance of all Loans and other amounts payable hereunder shall be payable on such Termination Date. (ii) If (and only if), on the Response Date, Lenders holding Revolving Credit Commitments that aggregate to occur pursuant to clause (a) more than 50% of the definition thereof; provided such request is made not more than one hundred and twenty (120) days prior to, and not less than ninety (90) days prior to, total Revolving Credit Commitments shall have agreed to extend the then current Scheduled Termination Date, then the Termination Date that shall so have agreed shall be the first anniversary of the current Termination Date (subject to satisfaction of the conditions set forth in subsection 2.20(d)). In the event that all of such extension, the Lenders Revolving Credit Commitment of each Non-extending Lender shall terminate on the Termination Date in any Group are agreeable effect prior to such extension, the Administrator all Loans and other amounts payable hereunder to such Non-extending Lenders shall so notify such Borrower in writing (it being understood that the Lenders may accept or decline such a request in their sole discretion become due and payable on such terms as they may elect) not less than sixty (60) days prior to the then current Scheduled Termination Date and such Borrower, the applicable Servicer, the Administrator, the Group Agents and the Lenders shall enter into such documents as the Lenders may deem reasonably necessary or appropriate to reflect such extension, and all reasonable costs and expenses incurred by the Lenders, the Administrator and the Group Agents in connection therewith (including reasonable Attorneys’ Costs) shall be paid by such Borrower. If all the Lenders in at least one Group accept such request for extension but any Lender in any other Group declines the request for such extension (all such Lenders in Groups containing Lenders that decline such a request, “Exiting Lenders”), then effective as of the Scheduled Termination Date (without giving effect to such requested extension): (a) the Scheduled Termination Date shall be extended as agreed to by such accepting Lender(s); (b) the total Revolving Credit Commitments of the Exiting Lenders shall terminate; and (c) the Facility Limit hereunder shall be reduced by the amount Revolving Credit Commitments of the Group Commitments Non-extending Lenders so terminated on such Termination Date. (c) In the event that the conditions of such Exiting Lender’s Group terminated pursuant to clause (ii) of paragraph (b) aboveabove have been satisfied, the Borrower shall have the right on or before the Termination Date in effect prior to the requested extension, at its own expense, to require any Non-extending Lender to transfer and assign without recourse (in accordance with and subject to the restrictions contained in subsection 13.6) all its interests, rights and obligations under this Agreement to one or more banks or other financial institutions identified to the Non-extending Lender, which may include any Lender (each an “Additional Lender”), provided that (w) such Additional Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent, the Issuing Lender and the Borrower (such approvals not to be unreasonably withheld), (x) such assignment shall become effective as of a date specified by the Borrower (which shall not be later than the Termination Date in effect prior to the requested extension); (y) the Additional Lender shall pay to such Non-extending Lender in immediately available funds on the effective date of such assignment the principal of and interest accrued to the date of payment on the Loans made by it hereunder and all other amounts accrued for its account or owed to it hereunder and (z) such Non-extending Lender shall not be required to sign and deliver any assignment form in order for such assignment to become effective. (d) As a condition precedent to each such extension, the Borrower shall deliver to the Administrative Agent a certificate of the Borrower dated as of the Termination Date then in effect signed by a Responsible Officer of the Borrower certifying that, before and after giving effect to such extension, (A) the representations and warranties contained in Section 6 (including subsections 6.13 and 6.14) and the other Loan Documents are true and correct on and as of the Termination Date, and except that for purposes of this subsection 2.20, the representations and warranties contained in subsection 6.1 shall be deemed to refer to the most recent statements furnished pursuant to paragraphs (a) and (b), respectively, of subsection 8.1, and (B) no Default or Event of Default exists. In addition, no such extension of the Revolving Credit Facility shall be effective if on the Termination Date then in effect, the Aggregate Total Outstandings would exceed the Revolving Credit Commitments then being extended.

Extension of Termination Date. From time to time(a) Unless the Termination Date shall have occurred, any the Borrower may advise request the Administrator and each Group Lenders, by written notice to the Administrative Agent in writing of its desire to extend the then current Scheduled Termination Date to a date that is (x) not more than three hundred and sixty-four (364) 90 days after such then current Scheduled Termination Date and (y) not later than the Facility Termination Date scheduled to occur pursuant to clause (a) of the definition thereof; provided such request is made not more than one hundred and twenty (120) days prior to, and not less than ninety (90) days prior to, the then current Scheduled Termination Date. In the event that all the Lenders in any Group are agreeable to such extension, the Administrator shall so notify such Borrower in writing (it being understood that the Lenders may accept or decline such a request in their sole discretion and on such terms as they may elect) not less than sixty (60) 60 days prior to the then current Scheduled effective Termination Date, to consent to extension of the Termination Date and to the date which is 364 days after the then effective Termination Date (or, if such Borrowerdate is not a Business Day, the applicable Servicernext 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 then-effective Termination Date. Any Lender which fails to give such notice to the Administrative Agent shall be deemed to have not consented to such request. If any Lender shall not have 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 AdministratorAdministrative 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 Group Agents Administrative Agent shall notify the Borrower and the Lenders shall enter into in writing of such documents as the Lenders may deem reasonably necessary or appropriate to reflect such extensionconsent, and all reasonable costs and expenses incurred such extension shall become effective (other than with respect to any Non-Consenting Lender) upon the delivery by the LendersBorrower to the Administrative Agent and each Lender, on or prior to the Administrator and the Group Agents in connection therewith then-effective Termination Date, of (including reasonable Attorneys’ Costsi) shall be paid by such Borrower. If all the Lenders in at least one Group accept such request for extension but any Lender in any other Group declines the request for such extension (all such Lenders in Groups containing Lenders that decline such a request, “Exiting Lenders”), then effective as certificate of a duly authorized officer of the Scheduled Termination Date (without Borrower, dated such date, as to the accuracy, both before and after giving effect to such requested 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 with the giving of notice or the passage of time or both would constitute an Event of Default, (aii) certified copies of all corporate and governmental approvals, if any, required to be obtained by the Scheduled Borrower in connection with such proposed extension , (iii) new Notes dated such date, 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 and the new Notes, and such other matters as any Lender, through the Administrative Agent, may reasonably request, all of the foregoing to be 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 extended terminated in whole as agreed of such 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 by or for the account of each Non-Consenting Lender shall be due and payable on such accepting Lender(sformer 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 Non-Consenting Lender shall continue to be entitled to indemnification pursuant to Section 8.04(c);). (b) Upon the Commitments effectiveness of any extension of the Exiting Lenders shall terminate; and Termination Date pursuant to subsection (ca) above, each reference in Section 4.01(e) and Exhibit D to (i) the Facility Limit year-end financial statements of the Borrower, (ii) December 31 of any year, (iii) the quarter-end financial statements of the Borrower and (iv) the last day of any fiscal quarter (other than December 31) of any year, shall be reduced by deemed to be amended to be references to (A) the amount year-end financial statements of the Group Commitments of such Exiting Lender’s Group terminated Borrower included in the Borrower's Annual Report on Form 10-K most recently delivered to the Lenders pursuant to Section 5.01(b)(iii), (B) December 31 of the year of the financial statements described in clause (bA) above, (C) the fiscal quarter-end financial statements of the Borrower included in the Borrower's Quarterly Report on Form 10-Q most recently delivered to the Lenders pursuant to Section 5.01(b)(ii) and (D) the last day of the fiscal quarter of the financial statements described in clause (C) above, respectively.

Extension of Termination Date. From time (a) The Company may, by written notice to time, any Borrower may advise the Administrator and each Group Administrative Agent in writing the form of its desire Exhibit J-1 (the “Extension Request”) given no earlier than 60 days prior to extend each anniversary of the Closing Date but no later than 45 days prior to each anniversary of the Closing Date, request that the then current Scheduled applicable Termination Date be extended to a the date that is (x) not more than three hundred and sixty-four (364) days one calendar year after such then current Scheduled Termination Date and (y) not later than the Facility Termination Date scheduled to occur pursuant to clause (a) of the definition thereof; provided such request is made not more than one hundred and twenty (120) days prior to, and not less than ninety (90) days prior to, the then current Scheduled applicable Termination Date. In Such extension shall be effective with respect to each Bank that, by a written notice in the event that all form of Exhibit J-2 (a “Continuation Notice”) to the Lenders in any Group are agreeable to such extension, the Administrator shall so notify such Borrower in writing (it being understood that the Lenders may accept or decline such a request in their sole discretion and on such terms as they may elect) not less Administrative Agent given no later than sixty (60) 20 days prior to the then current Scheduled Termination Date and such Borrowerapplicable anniversary of the Closing Date, the applicable Servicerconsents, the Administratorin its sole discretion, the Group Agents and the Lenders shall enter into such documents as the Lenders may deem reasonably necessary or appropriate to reflect such extension, and all reasonable costs and expenses incurred by the Lenders, the Administrator and the Group Agents in connection therewith (including reasonable Attorneys’ Costs) shall be paid by such Borrower. If all the Lenders in at least one Group accept such request for extension but any Lender in any other Group declines the request for such extension (all such Lenders in Groups containing Lenders that decline such each Bank giving a request, Continuation Notice being referred to herein as a “Exiting LendersContinuing Bank” and each Bank other than a Continuing Bank being referred to herein as a “Non-Extending Bank”), then provided that (i) such extension shall be effective as only if the aggregate Revolving Commitments of the Scheduled Termination Date Continuing Banks constitute at least a majority of the Total Revolving Commitments on the date of the Extension Request, (without giving effect ii) any Bank that fails to such requested extension): (a) submit a Continuation Notice at least 20 days prior to the Scheduled Termination then applicable anniversary of the Closing Date shall be extended as agreed deemed not to by have consented to such accepting Lender(s);extension and shall constitute a Non-Extending Bank and (iii) the Company may give no more than two Extension 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 promptly after receipt thereof. The Administrative Agent shall notify the Company and the Banks no later than 15 days prior to the then applicable anniversary of the Closing Date which Banks are Continuing Banks and which Banks are Non-Extending Banks, and whether the Administrative Agent has 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. (b) The Commitment of each Non-Extending Bank shall terminate at the Commitments close of business on the Termination Date in effect prior to the delivery of such Extension Request without giving any effect to such proposed extension. On such Termination Date, the Company shall pay to the Administrative Agent, for the account of each Non-Extending Bank, an amount equal to such Non-Extending Bank’s Loans, together with accrued but unpaid interest and fees thereon and all other amounts then payable hereunder to such Non-Extending Bank. If, however, on or before the applicable Termination Date in effect immediately prior to the effectiveness of the Exiting Lenders shall terminate; and (cExtension Request pursuant to this subsection 2.13, the Company obtains a Replacement Bank pursuant to subsection 15.1(e) for any such Non-Extending Bank and such Replacement Bank agrees to the Facility Limit shall be reduced by the amount extension of the Group Commitments Termination Date pursuant to this subsection 2.13, then such Replacement Bank shall for all purposes of this subsection 2.13 and this Agreement be deemed to be a Continuing Bank, and the Loans of such Exiting Lender’s Group terminated Bank shall not be due and payable pursuant to clause (b) abovethis subsection 2.13(b).

Extension of Termination Date. From time to time, any Borrower may advise the Administrator and each Group Agent in writing of its desire to extend the then current Scheduled Termination Date to a date that is (x) not more than three hundred and sixty-four (364) days after such then current Scheduled Termination Date and (y) not later than the Facility Termination Date scheduled to occur pursuant to clause (a) The Borrower may, by written notice to the Agent (which shall promptly deliver a copy of such notice to each of the definition thereof; provided such request is made not more than one hundred and twenty (120) days prior to, and not less than ninety (90) days prior to, the then current Scheduled Termination Date. In the event that all the Lenders in any Group are agreeable to such extension, the Administrator shall so notify such Borrower in writing (it being understood that the Lenders may accept or decline such a request in their sole discretion and on such terms as they may electBanks) not less than sixty (60) 45 days and not more than 60 days prior to the then current Scheduled Termination Date and such Borrowerthen in effect hereunder (the “Existing Termination Date”), request that the applicable ServicerBanks extend the Termination Date for an additional 364 days from the Consent Date (as defined below). Each Bank, acting in its sole discretion, shall, by written notice to the Administrator, the Group Agents Borrower and the Lenders Agent given on the date (and, subject to the provision below, only on the date) 30 days prior to the Existing Termination Date (provided, if such date is not a Business Day, then such notice shall be given on the next succeeding Business Day) (the “Consent Date”), advise the Borrower whether or not such Bank agrees to such extension; provided that each Bank that determines not to extend the Termination Date (a “Non-Extending Bank”) shall notify the Agent (who shall notify the Borrowers) of such fact promptly after such determination (but in any event no later than the Consent Date) and any Bank that does not advise the Borrower on or before the Consent Date shall be deemed to be a Non-Extending Bank. The election of any Bank to agree to an extension of the Termination Date shall not obligate any other Bank to agree to such extension. (b) The Borrower shall have the right on or before the Existing Termination Date to replace each Non-Extending Bank with, and otherwise add to this Agreement, one or more other commercial banks, which may include any Bank (each, prior to the Existing Termination Date, an “Additional Commitment Bank”) with the approval of the Agent. Each Additional Commitment Bank shall enter into an Assignment and Acceptance pursuant to which such documents as the Lenders may deem reasonably necessary or appropriate to reflect such extensionAdditional Commitment Bank shall, and all reasonable costs and expenses incurred by the Lenders, the Administrator and the Group Agents in connection therewith (including reasonable Attorneys’ Costs) shall be paid by such Borrower. If all the Lenders in at least one Group accept such request for extension but any Lender in any other Group declines the request for such extension (all such Lenders in Groups containing Lenders that decline such a request, “Exiting Lenders”), then effective as of the Scheduled Existing Termination Date Date, undertake a Commitment (without giving effect an “Additional Commitment”). If any such Additional Commitment Bank is a Bank, its Additional Commitment shall be in addition to such requested extension):Bank’s Commitment hereunder on such date. (ac) If (and only if) Banks with Commitment Amounts that, in the Scheduled aggregate, together with the proposed Commitment Amounts of the Additional Commitment Banks for their Additional Commitments that will become effective on the Existing Termination Date, aggregate at least 51% of the Aggregate Commitment Amount (not including the proposed Commitment Amounts of the Additional Commitment Banks) on the Consent Date shall have agreed to extend the Existing Termination Date, then, effective as of the Existing Termination Date, the Existing Termination Date shall be extended to the date which is 364 days after the Consent Date (provided, if such date is not a Business Day, then such Termination Date as agreed so extended shall be the next preceding Business Day) and each Additional Commitment Bank shall thereupon become a “Bank” with a Commitment for all purposes of this Agreement. (d) Notwithstanding the foregoing, the extension of the Existing Termination Date shall not be effective with respect to by any Bank unless: (A) no Default or Event of Default shall have occurred and be continuing on the date of the notice requesting such accepting Lender(sextension, the Consent Date or the Existing Termination Date; (B) each of the representations and warranties of the Borrower in Article IV hereof shall be true and correct on and as of each of the date of the notice requesting such extension, the Consent Date and the Existing Termination Date with the same force and effect as if made on and as of each such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); (bC) each Non-Extending Bank shall have been paid in full by the Commitments of Borrower all amounts owing to such Bank hereunder on or before the Exiting Lenders shall terminateExisting Termination Date; and (civ) the Facility Limit Borrower shall have paid to the Agent for the accounts of the Banks an extension fee in the amount to be reduced agreed upon by the amount Borrowers and the Banks. If the Existing Termination Date is extended as provided in this Section 2.10, (a) the Commitment of each Non-Extending Bank shall terminate on the Group Commitments of such Exiting Lender’s Group terminated pursuant to clause Existing Termination Date and (b) abovefrom and after the Existing Termination Date, the Aggregate Commitment Amount shall not include the Commitment Amounts of the Non-Extending Banks.

Extension of Termination Date. From time to time, any Borrower may advise the Administrator and each Group Agent in writing of its desire to extend the then current Scheduled Termination Date to a date that is (x) not more than three hundred and sixty-four (364) days after such then current Scheduled Termination Date and (y) not later than the Facility Termination Date scheduled to occur pursuant to clause (a) The Borrower may, by notice to the Agent (which shall promptly deliver a copy to each of the definition thereof; provided such request is made not more than one hundred and twenty (120) days prior to, and not less than ninety (90) days prior to, the then current Scheduled Termination Date. In the event that all the Lenders in any Group are agreeable to such extension, the Administrator shall so notify such Borrower in writing (it being understood that the Lenders may accept or decline such a request in their sole discretion and on such terms as they may electBanks) not less than sixty (60) 30 days and not more than 60 days prior to the then current Scheduled Termination Date and such Borrowerthen in effect hereunder (the “Existing Termination Date”), request that the applicable ServicerBanks extend the Termination Date for an additional 364 days from the Existing Termination Date. Each Bank, acting in its sole discretion, shall, by notice to the Administrator, the Group Agents Borrower and the Lenders Agent given on the date (and, subject to the provision below, only on the date) 21 days prior to the Existing Termination Date (provided, if such date is not a Domestic Business Day, then such notice shall be given on the next succeeding Domestic Business Day) (the “Consent Date”), advise the Borrower whether or not such Bank agrees to such extension; provided that each Bank that determines not to extend the Termination Date (a “Non-Extending Bank”) shall notify the Agent (who shall notify the Borrower) of such fact promptly after such determination (but in any event no later than the Consent Date) and any Bank that does not advise the Borrower on or before the Consent Date shall be deemed to be a Non-Extending Bank. The election of any Bank to agree to an extension of the Termination Date shall not obligate any other Bank to agree to such extension. (b) The Borrower shall have the right on or before the Existing Termination Date to replace each Non-Extending Bank with, and otherwise add to this Agreement, one or more other commercial banks, which may include any Bank (each, prior to the Existing Termination Date, an “Additional Commitment Bank”) with the approval of the Agent (which approval shall not be unreasonably delayed or withheld). Each Additional Commitment Bank shall enter into an Assignment and Acceptance pursuant to which such documents as the Lenders may deem reasonably necessary or appropriate to reflect such extensionAdditional Commitment Bank shall, and all reasonable costs and expenses incurred by the Lenders, the Administrator and the Group Agents in connection therewith (including reasonable Attorneys’ Costs) shall be paid by such Borrower. If all the Lenders in at least one Group accept such request for extension but any Lender in any other Group declines the request for such extension (all such Lenders in Groups containing Lenders that decline such a request, “Exiting Lenders”), then effective as of the Scheduled Existing Termination Date Date, undertake a Commitment (without giving effect an “Additional Commitment”). If any such Additional Commitment Bank is a Bank, its Additional Commitment shall be in addition to such requested extension):Bank’s Commitment hereunder on such date. (ac) If (and only if) Banks with Commitment Amounts that, in the Scheduled aggregate, together with the proposed Commitment Amounts of the Additional Commitment Banks that will become effective on the Existing Termination Date, aggregate at least 51% of the aggregate Commitment Amounts (not including the proposed Commitment Amounts of the Additional Commitment Banks) on the Consent Date shall have agreed to extend the Existing Termination Date, then, effective as of the Existing Termination Date, the Existing Termination Date shall be extended to the date which is 364 days after the Existing Termination Date (provided, if such date is not a Domestic Business Day, then such Termination Date as agreed so extended shall be the next preceding Domestic Business Day) and each Additional Commitment Bank shall thereupon become a “Bank” with a Commitment for all purposes of this Agreement. (d) Notwithstanding the foregoing, the extension of the Existing Termination Date shall not be effective with respect to by any Bank unless: (i) no Default or Event of Default shall have occurred and be continuing on the date of the notice requesting such accepting Lender(s)extension, the Consent Date or the Existing Termination Date; (bii) the Commitments each of the Exiting Lenders representations and warranties of the Borrower in Article IV hereof shall terminatebe true and correct in all material respects on and as of each of the date of the notice requesting such extension, the Consent Date and the Existing Termination Date with the same force and effect as if made on and as of each such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); and (ciii) each Non-Extending Bank shall have been paid in full by the Borrower all amounts owing to such Bank hereunder on or before the Existing Termination Date. If the Existing Termination Date is extended as provided in this Section 2.09 (a) the Facility Limit Commitment of each Non-Extending Bank shall be reduced by terminate on the amount of the Group Commitments of such Exiting Lender’s Group terminated pursuant to clause Existing Termination Date and (b) abovefrom and after the Existing Termination Date, the aggregate Commitment Amounts of the Banks shall not include the Commitment Amounts of the Non-Extending Banks.

Extension of Termination Date. From (a) At least 35 days but not more than 70 days prior to any anniversary of the Closing Date, the Company, by written notice to the Administrative Agent, may request an extension of the Termination Date in effect at such time to timeby one year from its then scheduled expiration; provided that the Company may make no more than two such requests. The Administrative Agent shall promptly notify each Bank of such request, any Borrower may advise the Administrator and each Group Bank shall in turn, in its sole discretion, not later than 25 days prior to the applicable anniversary date, notify the Company and the Administrative Agent in writing as to whether such Bank will consent to such extension. If any Bank shall fail to notify the Administrative Agent and the Company in writing of its desire consent to extend any such request for extension of the then current Scheduled Termination Date at least 25 days prior to the applicable anniversary date, such Bank shall be deemed to be a Non-Extending Bank with respect to such request. The Administrative Agent shall notify the Company not later than 20 days prior to the applicable anniversary date of the decision of the Banks regarding the Company’s request for an extension of the Termination Date. (b) If Banks holding more than 50% of the aggregate amount of the Commitments then in effect (including Banks assuming or increasing their Commitments in accordance with subsection 2.25(c), each a “Consenting Bank”) consent in writing to any such request in accordance with subsection 2.25(a), the Termination Date of each Consenting Bank in effect at such time shall, effective as at the applicable anniversary date (the “Extension Date”), be extended for one year, but shall not be extended as to any other Bank (each a “Non-Extending Bank”); provided that on each Extension Date (i) no Default or Event of Default shall have occurred and be continuing and (ii) each of the representations and warranties made on the Closing Date is true and correct in all material respects (except to the extent such representations and warranties are qualified by materiality in the text thereof, in which case such representations and warranties shall be true and correct) on and as of the Extension Date (unless such representation or warranty was made solely as of the Closing Date or any other day specified therein). To the extent that the Termination Date is not extended as to a date Bank pursuant to this subsection 2.25 and the Commitment of such Bank is not assumed in accordance with subsection 2.25(c) on or prior to the applicable Extension Date, the Company may, with the consent of all of the Banks other than such Non-Extending Bank (which consents shall not be unreasonably withheld) terminate in whole the Commitment of such Non-Extending Bank as of the Extension Date or, if not so earlier terminated, the Commitment of such Non-Extending Bank shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the Company, such Bank or any other Person; provided that such Non-Extending Bank’s rights under subsections 2.14, 2.15, 2.16 and 9.5 and its obligations under subsection 8.7 shall survive the Termination Date for such Bank as to matters occurring prior to such date. It is understood and agreed that no Bank shall have any obligation whatsoever to agree to any request made by the Company for any requested extension of the Termination Date. (c) If less than all of the Banks consent to any such request pursuant to subsection 2.25(a), the Company may arrange for one or more Consenting Banks or other banks or financial institutions approved by the Company, the Administrative Agent and each Issuing Lender that has an outstanding Letter of Credit (which consents shall not be unreasonably withheld) as Purchasing Banks (x) not more than three hundred to assume, effective as of the Extension Date or such other date as may be agreed among the Company, the applicable Non-Extending Bank, the assignee Consenting Bank(s) or Purchasing Bank(s) and sixtythe Administrative Agent, all of such Non-four (364) days after Extending Bank’s Commitment and all of the obligations of such then current Scheduled Termination Date Non-Extending Bank under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Extending Bank and (y) not later than the Facility Termination Date scheduled to occur pursuant to clause (a) of the definition thereof; provided such request is made not more than one hundred and twenty (120) days prior toaccept, and not less than ninety (90) days prior to, the then current Scheduled Termination Date. In the event that all the Lenders in any Group are agreeable to such extension, the Administrator shall so notify such Borrower in writing (it being understood that the Lenders may accept or decline such a request in their sole discretion and on such terms as they may elect) not less than sixty (60) days prior to the then current Scheduled Termination Date and such Borrower, the applicable Servicer, the Administrator, the Group Agents and the Lenders shall enter into such documents as the Lenders may deem reasonably necessary or appropriate to reflect such extension, and all reasonable costs and expenses incurred by the Lenders, the Administrator and the Group Agents in connection therewith (including reasonable Attorneys’ Costs) shall be paid by such Borrower. If all the Lenders in at least one Group accept such request for extension but any Lender in any other Group declines the request for such extension (all such Lenders in Groups containing Lenders that decline such a request, “Exiting Lenders”), then effective as of the Scheduled Extension Date or such other date as any Purchasing Bank executes and delivers a Commitment Transfer Supplement, the Termination Date applicable to the Consenting Banks; provided, however, that the amount of the Commitment of any such Purchasing Bank as a result of such substitution shall in no event be less than $10,000,000 unless the amount of the Commitment of such Non-Extending Bank is less than $10,000,000, in which case such Purchasing Bank shall assume all of such lesser amount; provided further that: (without giving effect i) any such Consenting Bank or Purchasing Bank shall have paid to such requested extension): Non-Extending Bank an amount equal to (aA) the Scheduled Termination Date shall be extended as agreed aggregate principal amount of, and any interest accrued and unpaid to by such accepting Lender(s); (b) the Commitments effective date of the Exiting Lenders shall terminateassignment on, the outstanding Loans, if any, of such Non-Extending Bank plus (B) any accrued but unpaid facility fees owing to such Non-Extending Bank as of the effective date of such assignment; and (cii) all additional cost reimbursements, expense reimbursements and indemnities payable to such Non-Extending Bank, and all other accrued and unpaid amounts owing to such Non-Extending Bank hereunder, as of the Facility Limit effective date of such assignment shall be reduced have been paid to such Non-Extending Bank; provided further that such Non-Extending Bank’s rights under subsections 2.14, 2.15, 2.16 and 9.5 and its obligations under subsection 8.7, 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 Purchasing Bank, if any, shall have delivered to the Company and the Administrative Agent a Commitment Transfer Supplement, duly executed by such Purchasing Bank, such Non-Extending Bank, the Company and the Administrative Agent and (B) each applicable Consenting Bank shall have delivered confirmation in writing satisfactory to the Company and the Administrative Agent as to the increase in the amount of the Group Commitments of such Exiting Lender’s Group terminated its Commitment. Each Non-Extending Bank being replaced pursuant to clause this subsection 2.25 shall, upon the request of either the Administrative Agent or the Company, promptly deliver any Note or Notes held by such Non-Extending Bank. Upon the payment or prepayment of all amounts referred to in subsection 2.25(c)(i) or 2.25(c)(ii), each such Consenting Bank or Purchasing Bank, as of the Extension Date, will be substituted for such Non-Extending Bank under this Agreement and shall be a Bank for all purposes of this Agreement, without any further acknowledgment by or the consent of the other Banks, and the obligations of each such Non-Extending Bank hereunder shall, by the provisions hereof, be released and discharged. (bd) aboveIf (after giving effect to any assignments or assumptions pursuant to subsection 2.25(c)) the Banks having Commitments equal to at least 50% of the Commitments in effect immediately prior to the Extension Date consent in writing to a requested extension (whether by execution or delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date, the Administrative Agent shall so notify the Company, and, subject to (i) no Default or Event of Default having occurred and continuing and (ii) each of the representations and warranties made on the Closing Date being true and correct in all material respects (except to the extent such representations and warranties are qualified by materiality in the text thereof, in which case such representations and warranties shall be true and correct) on and as of the Extension Date, then the Termination Date then in effect with respect to each Consenting Bank and Purchasing Bank shall be extended for the additional one-year period as described in subsection 2.25(a), and all references in the Loan Documents to the “Termination Date” shall, with respect to each Consenting Bank and each Purchasing Bank for such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Administrative Agent shall notify the Banks (including each Purchasing Bank) 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 each such Consenting Bank and each such Purchasing Bank.

Extension of Termination Date. From time (a) No later than one year prior to timethe Termination Date then in effect, any Borrower provided that no Event of Default shall have occurred and be continuing, the Borrowers may advise request an extension of such Termination Date by submitting to the Administrator and Administrative Agent an Extension Request containing the information in respect of such extension specified in Exhibit I, which the Administrative Agent shall promptly furnish to each Group Agent Bank. If, within 30 days of their receipt of an Extension Request, the Majority Banks shall approve in writing the extension of the Termination Date requested in such Extension Request, 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 and (ii) the Commitment of any Bank which does not consent in writing to such extension within 30 days of its desire to extend receipt of such Extension Request (an “Objecting Bank”) shall, unless earlier terminated in accordance with this Agreement, expire on the then current Scheduled Termination Date in effect on the date of such Extension Request (such Termination Date, if any, referred to a date that is (x) 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 more than three hundred and sixty-four (364) days after such then current Scheduled approve in writing the extension of the Termination Date and requested in an Extension Request, the Termination Date shall not be extended pursuant to such Extension Request. The Administrative Agent shall promptly notify (y) not later than the Facility Banks and the Borrowers of any extension of the Termination Date scheduled 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 an obligation to extend its Commitment pursuant to this Section 2.16 except in its sole discretion. (b) Any Objecting Bank the Commitment of which shall expire prior to any extended Termination Date shall, subject to subsection 2.16(c), have its Committed Rate Loans repaid in full by the applicable Borrower(s) on such expiration date, together with accrued interest thereon, and shall have any accrued and unpaid commitment fee, Letter of Credit Fee, Reimbursement Obligations in respect of Letters of Credit or other amount payable to it hereunder paid on the first date to occur pursuant following such expiration date on which the fees referred to clause (ain subsection 2.4(a) or 2.26 or other amounts are payable to the non-Objecting Banks or, if such fees or other amounts shall be so payable on such expiration date, such unpaid commitment fee, Letter of the definition thereof; provided Credit Fee and other amount shall be paid on such request is made not more than one hundred and twenty (120) days prior to, and not less than ninety (90) days prior toexpiration date. In addition, the then current Scheduled Termination Date. In the event that all the Lenders participating interest of any Objecting Bank in any Group are agreeable to then outstanding undrawn Letters of Credit shall terminate on such extension, the Administrator shall so notify such Borrower in writing expiration date (it being understood that each Objecting Bank shall remain liable to fund its participating interest in respect of any Letters of Credit which are drawn upon by the Lenders may accept beneficiary thereof prior to such expiration date) and such participating interest shall be deemed to be reallocated to and among the non-Objecting Banks ratably in accordance with their respective Commitments. (c) The Borrowers shall have the right, so long as no Event of Default has occurred and is then continuing, upon giving notice to the Administrative Agent and the Objecting Banks in accordance with subsection 2.6, to prepay in full the Committed Rate Loans of the Objecting Banks, together with accrued interest thereon, any amounts payable pursuant to subsections 2.13, 2.14, 2.15 and 2.17 and any accrued and unpaid commitment fee, Letter of Credit Fee, Reimbursement Obligations in respect to Letters of Credit or decline such a request in their sole discretion and on such terms as they may elect) other amounts payable to it hereunder and/or, upon giving not less than sixty (60) days prior three Working Days’ notice to the Objecting Banks and the Administrative Agent, to cancel the whole or part of the Commitments of the Objecting Banks (and upon such cancellation, such Objecting Bank’s participation in any then current Scheduled Termination Date outstanding undrawn Letters of Credit shall terminate and such Borrower, the applicable Servicer, the Administrator, the Group Agents and the Lenders shall enter into such documents as the Lenders may deem reasonably necessary or appropriate to reflect such extension, and all reasonable costs and expenses incurred by the Lenders, the Administrator and the Group Agents in connection therewith (including reasonable Attorneys’ Costs) participation shall be paid by such Borrower. If all deemed to be reallocated to and among the Lenders non-Objecting Banks ratably in at least one Group accept such request for extension but accordance with their respective Commitments) (it being understood that any Lender in any other Group declines the request for such extension (all such Lenders in Groups containing Lenders that decline such a request, “Exiting Lenders”), then effective as partial cancellation of the Scheduled Termination Date Commitment shall result in a corresponding reduction of such Objecting Bank’s participating interest in respect of Letters of Credit) (without but only if after giving effect to such requested extension): (a) cancellation or prepayment the Scheduled Total Extensions of Credit do not exceed the Total Commitments), provided that during the period from the Closing Date through February [ ], 2013 and, commencing February [ ], 2013, during each one-year period thereafter to and including the Termination Date shall be extended as agreed to by such accepting Lender(s(each, a “Deal Year”); (b) , the aggregate Commitments of the Exiting Lenders shall terminate; and (c) the Facility Limit shall be reduced by the amount of the Group Commitments of such Exiting Lender’s Group Banks which are terminated pursuant to clause (bthis subsection 2.16(c) aboveand are not replaced during such Deal Year pursuant to subsection 2.19 shall not exceed 33-1/3% of the aggregate Commitments in effect on the first day of such Deal Year of Banks which were not Objecting Banks on such first day.

Extension of Termination Date. From time to time(a) Unless the Termination Date shall have occurred, any the Borrower may advise request the Administrator and each Group Lenders, by written notice to the Administrative Agent in writing of its desire to extend the then current Scheduled Termination Date to a date that is (x) not more than three hundred and sixty-four (364) 90 days after such then current Scheduled Termination Date and (y) not later than the Facility Termination Date scheduled to occur pursuant to clause (a) of the definition thereof; provided such request is made not more than one hundred and twenty (120) days prior to, and not less than ninety (90) days prior to, the then current Scheduled Termination Date. In the event that all the Lenders in any Group are agreeable to such extension, the Administrator shall so notify such Borrower in writing (it being understood that the Lenders may accept or decline such a request in their sole discretion and on such terms as they may elect) not less than sixty (60) 60 days prior to the then current Scheduled effective Termination Date, to consent to extension of the Termination Date and to the date which is one year after the then effective Termination Date (or, if such Borrowerdate is not a Business Day, the applicable Servicernext 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 then-effective Termination Date. Any Lender which fails to give such notice to the Administrative Agent shall be deemed to have not consented to such request. If any Lender shall not have 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 AdministratorAdministrative 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 Group Agents Administrative Agent shall notify the Borrower and the Lenders shall enter into in writing of such documents as the Lenders may deem reasonably necessary or appropriate to reflect such extensionconsent, and all reasonable costs and expenses incurred such extension shall become effective (other than with respect to any Non-Consenting Lender) upon the delivery by the LendersBorrower to the Administrative Agent and each Lender, on or prior to the Administrator and the Group Agents in connection therewith then-effective Termination Date, of (including reasonable Attorneys’ Costsi) shall be paid by such Borrower. If all the Lenders in at least one Group accept such request for extension but any Lender in any other Group declines the request for such extension (all such Lenders in Groups containing Lenders that decline such a request, “Exiting Lenders”), then effective as certificate of a duly authorized officer of the Scheduled Termination Date (without Borrower, dated such date, as to the accuracy, both before and after giving effect to such requested 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 with the giving of notice or the passage of time or both would constitute an Event of Default, (aii) certified copies of all corporate and governmental approvals, if any, required to be obtained by the Scheduled Termination Date Borrower in connection with such proposed extension and (iii) an opinion of counsel to the Borrower (who shall be extended satisfactory to the Administrative Agent) as agreed to the matters set forth in Exhibit D, upon giving effect to the extension of the Termination Date, and such other matters as any Lender, through the Administrative Agent, may reasonably request, all of the foregoing to be 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 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 accepting Lender(sformer 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 Non-Consenting Lender shall continue to be entitled to indemnification pursuant to Section 8.04(c);). (b) Upon the Commitments effectiveness of any extension of the Exiting Lenders shall terminate; and Termination Date pursuant to subsection (ca) above, each reference in Section 4.01(e) and Exhibit D to (i) the Facility Limit year-end financial statements of the Borrower, (ii) December 31 of any year, (iii) the quarter-end financial statements of the Borrower and (iv) the last day of any fiscal quarter (other than December 31) of any year, shall be reduced by deemed to be amended to be references to (A) the amount year-end financial statements of the Group Commitments of such Exiting Lender’s Group terminated Borrower included in the Borrower's Annual Report on Form 10-K most recently delivered to the Lenders pursuant to Section 5.01(b)(iii), (B) December 31 of the year of the financial statements described in clause (bA) above, (C) the fiscal quarter-end financial statements of the Borrower included in the Borrower's Quarterly Report on Form 10-Q most recently delivered to the Lenders pursuant to Section 5.01(b)(ii) and (D) the last day of the fiscal quarter of the financial statements described in clause (C) above, respectively.

Extension of Termination Date. From time to time, any Borrower may advise the Administrator request Agent and each Group Agent in writing of its desire Lenders to extend the then current Scheduled Termination Date by successive one-year intervals by executing and delivering to a date that is Agent at least ninety (x) not more than three hundred and sixty-four (36490) days after such then current Scheduled Termination Date and (y) not later than the Facility Termination Date scheduled to occur pursuant to clause (a) of the definition thereof; provided such request is made not but no more than one hundred and twenty (120) days prior to, and not less than ninety to the date which is one (901) days year prior to, to the then current Scheduled Termination Date. In the event that all the Lenders in any Group are agreeable to such extension, the Administrator shall so notify such Borrower in writing (it being understood that the Lenders may accept or decline such a written request in their sole discretion the form of Exhibit I (an "Extension Request"). Agent shall forward to each Lender a copy of each Extension Request delivered to Agent promptly upon receipt thereof. Borrower understands that this Section 2.11 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 all Lenders shall have notified Agent on such terms as they may elect) not less than sixty or prior to the date which is forty-five (6045) days prior to the then date which is one (1) year prior to the current Scheduled Termination Date and that they accept such BorrowerExtension Request, the applicable ServicerTermination Date shall be extended for one (1) year. If one and only one Lender shall not have notified Agent on or prior to the date which is forty-five (45) days prior to the date one year prior to the Termination Date that it accepts such Extension Request, the Administrator, the Group Agents and the Lenders shall enter into such documents as the Lenders may deem reasonably necessary or appropriate to reflect such extension, and all reasonable costs and expenses incurred by the Lenders, the Administrator and the Group Agents in connection therewith (including reasonable Attorneys’ Costs) shall be paid by such Borrower. If all the Lenders in at least one Group accept such request for extension but any Lender in any other Group declines the request for such extension (all such Lenders in Groups containing Lenders that decline such a request, “Exiting Lenders”), then effective as of the Scheduled Termination Date (without giving effect shall not be extended unless Borrower proceeds pursuant to such requested extension): (a) Section 2.10, in which event the Scheduled Termination Date shall be extended as agreed to by all Lenders which have accepted such accepting Lender(s); (b) the Commitments of the Exiting Extension Request. If two or more Lenders shall terminate; and not have notified Agent on or prior to the date which is forty-five (c45) days prior to the Facility Limit date one year prior to the Termination Date that they accept such Extension Request, the Termination Date shall not be reduced by extended. Agent shall promptly notify Borrower whether the amount of the Group Commitments of such Exiting Lender’s Group terminated pursuant to clause (b) aboveExtension Request has been accepted or rejected.

Extension of Termination Date. From time to time, any Borrower may advise the Administrator (a) Not less than 60 days and each Group Agent in writing of its desire to extend the then current Scheduled Termination Date to a date that is (x) not more than three hundred and sixty-four (364) days after such then current Scheduled Termination Date and (y) not later than the Facility Termination Date scheduled to occur pursuant to clause (a) of the definition thereof; provided such request is made not more than one hundred and twenty (120) days prior to, and not less than ninety (90) days prior to, the then current Scheduled Termination Date. In the event that all the Lenders in any Group are agreeable to such extension, the Administrator shall so notify such Borrower in writing (it being understood that the Lenders may accept or decline such a request in their sole discretion and on such terms as they may elect) not less than sixty (60) 90 days prior to the then current Scheduled Termination Date then in effect, provided that no Event of Default shall have occurred and such Borrowerbe continuing, the applicable ServicerBorrowers may request an extension of such Termination Date by submitting to the Administrative Agent an Extension Request containing the information in respect of such extension specified in Exhibit I, which the AdministratorAdministrative Agent shall promptly furnish to each Bank. Each Bank shall, not less than 30 days and not more than 60 days prior to the Group Agents Termination Date then in effect, notify the Borrowers and the Lenders shall enter into such documents as Administrative Agent of its election to extend or not extend the Lenders may deem reasonably necessary or appropriate to reflect such extension, and all reasonable costs and expenses incurred by the Lenders, the Administrator and the Group Agents in connection therewith (including reasonable Attorneys’ Costs) shall be paid by such Borrower. If all the Lenders in at least one Group accept such request for extension but any Lender in any other Group declines the request for such extension (all such Lenders in Groups containing Lenders that decline such a request, “Exiting Lenders”), then effective as of the Scheduled Termination Date (without giving effect as requested in such Extension Request. Notwithstanding any provision of this Agreement to such requested extension): (a) the Scheduled contrary, any notice by any Bank of its willingness to extend the Termination Date shall be extended as agreed to revocable by such accepting Lender(sBank in its sole and absolute discretion at any time prior to the date which is 30 days prior to the Termination Date then in effect. If the Required Banks shall approve in writing the extension of the Termination Date requested in such Extension Request, 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 364 days and (ii) the Commitment of any Bank which does not consent in writing to such extension not less than 30 days and not more than 60 days prior to the Termination Date then in effect (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, not less than 30 days and not more than 60 days prior to the Termination Date then in effect, 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 pursuant to such Extension Request. The Administrative Agent shall promptly notify (y) the 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. (b) Committed Rate Loans owing to any Objecting Bank on the Commitment Expiration Date with respect to such Bank shall be repaid in full on or before the date which is two years after such Commitment Expiration Date. (c) The Borrowers shall have the right, so long as no Event of Default has occurred and is then continuing, upon giving notice to the Administrative Agent and the Objecting Banks in accordance with subsection 2.6, to prepay in full the Committed Rate Loans of the Objecting Banks, together with accrued interest thereon, any amounts payable pursuant to subsections 2.13, 2.14, 2.15 and 2.17 and any accrued and unpaid facility fee or other amounts payable to it hereunder and/or, upon giving not less than three Working Days' notice to the Objecting Banks and the Administrative Agent, to cancel the whole or part of the Commitments of the Exiting Lenders shall terminate; and (c) the Facility Limit shall be reduced by the amount of the Group Commitments of such Exiting Lender’s Group terminated pursuant to clause (b) aboveObjecting Banks.

Extension of Termination Date. From time (a) The Borrower may, by sending an Extension Request to timethe Administrative Agent (in which case the Administrative Agent shall promptly deliver a copy to each of the Lenders), any Borrower may advise at least three months in advance of the Administrator and each Group Agent in writing of its desire to extend the then current Scheduled Termination Date to a date in effect at such time (including at any time prior thereto on or after any anniversary of the Closing Date), request that is (x) not more than three hundred and sixty-four (364) days after the Lenders extend such then current Scheduled Termination Date and (y) then in effect to the first anniversary of the Termination Date then in effect. Each Lender, acting in its sole discretion, shall, by notice to the Administrative Agent given not later than the Facility date that is the 20th day after the date of the Extension Request, or if such day is not a Business Day, the immediately following Business Day (the “Response Date”) advise the Administrative Agent in writing whether or not such Xxxxxx agrees to such extension (each Lender that so advises the Administrative Agent that it will not extend the Termination Date, being referred to herein as a “Non-extending Lender”); provided that any Lender that does not advise the Administrative Agent by the Response Date and any Defaulting Lender shall be deemed to be a Non-extending Lender. The election of any Lender to agree to such extension shall not obligate any other Lender to agree. (i) If, on the Response Date, Lenders holding Revolving Credit Commitments that aggregate to 50% or more of the total Revolving Credit Commitments shall not have agreed to extend the Termination Date, then such Termination Date scheduled shall not be so extended and the outstanding principal balance of all Loans and other amounts payable hereunder shall be payable on such Termination Date. (ii) If (and only if), on the Response Date, Lenders holding Revolving Credit Commitments that aggregate to occur pursuant to clause (a) more than 50% of the definition thereof; provided such request is made not more than one hundred and twenty (120) days prior to, and not less than ninety (90) days prior to, total Revolving Credit Commitments shall have agreed to extend the then current Scheduled Termination Date, then the Termination Date that shall so have agreed shall be the first anniversary of the current Termination Date (subject to satisfaction of the conditions set forth in subsection 2.20(d)). In the event that all of such extension, the Lenders Revolving Credit Commitment of each Non-extending Lender shall terminate on the Termination Date in any Group are agreeable effect prior to such extension, the Administrator all Loans and other amounts payable hereunder to such Non-extending Lenders shall so notify such Borrower in writing (it being understood that the Lenders may accept or decline such a request in their sole discretion become due and payable on such terms as they may elect) not less than sixty (60) days prior to the then current Scheduled Termination Date and such Borrower, the applicable Servicer, the Administrator, the Group Agents and the Lenders shall enter into such documents as the Lenders may deem reasonably necessary or appropriate to reflect such extension, and all reasonable costs and expenses incurred by the Lenders, the Administrator and the Group Agents in connection therewith (including reasonable Attorneys’ Costs) shall be paid by such Borrower. If all the Lenders in at least one Group accept such request for extension but any Lender in any other Group declines the request for such extension (all such Lenders in Groups containing Lenders that decline such a request, “Exiting Lenders”), then effective as of the Scheduled Termination Date (without giving effect to such requested extension): (a) the Scheduled Termination Date shall be extended as agreed to by such accepting Lender(s); (b) the total Revolving Credit Commitments of the Exiting Lenders shall terminate; and (c) the Facility Limit hereunder shall be reduced by the amount Revolving Credit Commitments of the Group Commitments Non-extending Lenders so terminated on such Termination Date. (c) In the event that the conditions of such Exiting Lender’s Group terminated pursuant to clause (ii) of paragraph (b) aboveabove have been satisfied, the Borrower shall have the right on or before the Termination Date in effect prior to the requested extension, at its own expense, to require any Non-extending Lender to transfer and assign without recourse (in accordance with and subject to the restrictions contained in subsection 13.6) all its interests, rights and obligations under this Agreement to one or more banks or other financial institutions identified to the Non-extending Lender, which may include any Lender (each an “Additional Lender”), provided that (w) such Additional Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent, the Issuing Lender and the Borrower (such approvals not to be unreasonably withheld), (x) such assignment shall become effective as of a date specified by the Borrower (which shall not be later than the Termination Date in effect prior to the requested extension); (y) the Additional Lender shall pay to such Non-extending Lender in immediately available funds on the effective date of such assignment the principal of and interest accrued to the date of payment on the Loans made by it hereunder and all other amounts accrued for its account or owed to it hereunder and (z) such Non-extending Lender shall not be required to sign and deliver any assignment form in order for such assignment to become effective. (d) As a condition precedent to each such extension, the Borrower shall deliver to the Administrative Agent a certificate of the Borrower dated as of the Termination Date then in effect signed by a Responsible Officer of the Borrower certifying that, before and after giving effect to such extension, (A) the representations and warranties contained in Section 6 (including subsections 6.13 and 6.14) and the other Loan Documents are true and correct on and as of the Termination Date, and except that for purposes of this subsection 2.20, the representations and warranties contained in subsection 6.1 shall be deemed to refer to the most recent statements furnished pursuant to paragraphs (a) and (b), respectively, of subsection 8.1, and (B) no Default or Event of Default exists. In addition, no such extension of the Revolving Credit Facility shall be effective if on the Termination Date then in effect, the Aggregate Total Outstandings would exceed the Revolving Credit Commitments then being extended.

Extension of Termination Date. From time to time(a) Not more than once in any fiscal year of the Borrower, any the Borrower may advise request an extension of the Administrator and each Group Agent in writing of its desire to extend the then current Scheduled Termination Date to a date that is (x) not more than three hundred and sixty-four (364) 364 days after such the then current Scheduled scheduled Termination Date and (y) not later than the Facility Termination Date scheduled to occur pursuant to clause (a) of the definition thereof; provided such request is made not more than one hundred and twenty (120) days prior to, and not less than ninety (90) days prior to, the then current Scheduled Termination Date. In the event that all the Lenders in any Group are agreeable to such extension, the Administrator shall so notify such Borrower in writing (it being understood that the Lenders may accept or decline such by submitting a request in their sole discretion and on such terms as they may elect) for an extension to the Agent not less earlier than sixty (60) 45 days prior to the then current Scheduled scheduled Termination Date and Date. At the time of or prior to the delivery of such Borrowerrequest, the applicable Servicer, Borrower shall propose to the Administrator, Agent the Group Agents and amount of the Lenders shall enter into fees that the Borrower would agree to pay with respect to such documents as the Lenders may deem reasonably necessary or appropriate to reflect such extension, and all reasonable costs and expenses incurred extension if approved by the Lenders. Promptly upon (but not later than five Business Days after) the Agent’s receipt and approval of the extension request and fee proposal (as so approved, the Administrator and the Group Agents in connection therewith (including reasonable Attorneys’ Costs) shall be paid by such Borrower. If all the Lenders in at least one Group accept such request for extension but any Lender in any other Group declines the request for such extension (all such Lenders in Groups containing Lenders that decline such a request, “Exiting LendersExtension Request”), the Agent shall 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 earlier than 30 days prior to the then effective as scheduled Termination Date. If the written approval of the Scheduled Extension Request by the Lenders whose Pro Rata Shares equal or exceed 66-2/3% in the aggregate is received by the then scheduled Termination Date (without giving effect to such requested extension): (a) Date, the Scheduled Termination Date shall be extended to a date that is 364 days after the then scheduled Termination Date but only with respect to the Lenders that have given such written approval. Except to the extent that a Lender that did not give its written approval to such Extension Request (“Rejecting Lender”) is replaced as agreed 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”) (i) the Commitment of each such Rejecting Lender shall terminate, (ii) the Aggregate Commitment shall be reduced by the aggregate amount of such accepting Lender(sterminated 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). (b) the Commitments Within ten days of the Exiting Agent’s notice to the Borrower that the Lenders whose Pro Rata Shares equal or exceed 66-2/3% in the aggregate have approved an Extension Request, the Borrower shall terminate; andpay to the Agent for the account of each Lender that has approved the Extension Request the applicable extension fees specified in the Extension Request. (c) If Lenders whose Pro Rata Shares equal or exceed 66-2/3% in the Facility Limit aggregate approve the Extension Request, the Borrower, upon notice to the Agent and any Rejecting Lender, may, subject to the provisions of the last sentence of Section 2.19(d), terminate the Commitment of such Rejecting Lender (or such portion of such Commitment as is not assigned to a Replacement Lender in accordance with Section 2.20), which termination shall occur as of a date set forth in such Borrower’s notice but in no event more than thirty (30) days following such notice (subject to the provisions of Section 2.20(b)). The termination of a Rejecting Lender’s Commitment shall be effected in accordance with Section 2.19(d). (d) If the Borrower elects to terminate the Commitment of a Rejecting Lender pursuant to Section 2.19(c), the Borrower shall pay to the Rejecting Lender all Obligations due and owing to it hereunder or under any other Loan Document, including, without limitation, the aggregate outstanding principal amount of the Loans owed to such Rejecting Lender, together with accrued interest thereon through the date of such termination, amounts payable under Sections 2.14 and 2.15 and the fees payable to such Rejecting Lender under Section 2.09(b). Upon request by the Borrower or the Agent, the Rejecting Lender will deliver to the Borrower and the Agent a letter setting forth the amounts payable to the Rejecting Lender as set forth above. Upon the termination of such Rejecting Lender’s Commitment and payment of the amounts provided for in the immediately preceding sentence, the Borrower shall have no further obligations to such Rejecting Lender under this Agreement and such Rejecting Lender shall cease to be a Lender, provided, however, that such Rejecting Lender shall continue to be entitled to the benefits of Sections 2.14, 2.15, 2.17, 10.04 and 10.06, as well as to any fees accrued for its account hereunder not yet paid, and shall continue to be obligated under Section 9.05 with respect to obligations and liabilities accruing prior to the termination of such Rejecting Lender’s Commitment. If, as a result of the termination of the Rejecting Lender’s Commitment, any payment of a Eurodollar Loan occurs on a day which is not the last day of the applicable Interest Period, the Borrower shall pay to the Agent for the benefit of the Lenders (including any Rejecting Lender) any loss or cost incurred by the Lenders (including any Rejecting Lender) resulting therefrom in accordance with Section 2.17. Upon the effective date of the termination of the Rejecting Lender’s Commitment, the Aggregate Commitment shall be reduced by the amount of the Group Commitments terminated Commitment of the Rejecting Lender, and each other Lender shall be deemed to have irrevocably and unconditionally purchased and received (subject to the provisions of the last sentence of this Section 2.19(d)), without recourse or warranty, from the Rejecting Lender, an undivided interest and participation in any Facility Letter of Credit then outstanding, ratably, such that each Lender (excluding the Rejecting Lender but including any Replacement Lender that acquires an interest in the Facility hereunder from such Rejecting Lender) holds a participation interest in each Facility Letter of Credit in proportion to the ratio that such Rejecting Lender’s Commitment (upon the effective date of such Exiting termination of the Rejecting Lender’s Group terminated pursuant Commitment) bears to clause the Aggregate Commitment (b) aboveas reduced by the termination of such Rejecting Lender’s Commitment or a part thereof). Notwithstanding the foregoing, if, upon the termination of the Commitment of such Rejecting Lender under this Section 2.19(d), the sum of the outstanding principal balance of the Loans and the Facility Letter of Credit Obligations would exceed the Aggregate Commitment (as reduced), the Borrower may not terminate such Rejecting Lender’s Commitment unless the Borrower, on or prior to the effective date of such termination, prepays, in accordance with the provisions of this Agreement, outstanding Loans or causes to be canceled, released and returned to the applicable Issuer outstanding Facility Letters of Credit in sufficient amounts such that, on the effective date of such termination, the sum of the outstanding principal balance of the Loans and the Facility Letter of Credit Obligations does not exceed the Aggregate Commitment (as reduced).

Extension of Termination Date. From time to time, any The Borrower may advise elect to forward to the Administrator and Administrative Agent (for distribution to each Group Agent in writing of its desire to extend the then current Scheduled Termination Date to a date that is (xLender) not more than three hundred and sixty-four (364) days after such then current Scheduled Termination Date and (y) not later than the Facility Termination Date scheduled to occur pursuant to clause (a) of the definition thereof; provided such request is made not more than one hundred and twenty (120) days prior to, and not less than ninety (90) days prior to, the then current Scheduled Termination Date. In the event that all the Lenders in any Group are agreeable to such extension, the Administrator shall so notify such Borrower in writing (it being understood that the Lenders may accept or decline such a request in their sole discretion and on such terms as they may elect) not less no earlier than sixty (60) but no later than fifty-five (55) days prior to the then current Scheduled initially scheduled Termination Date and a written request asking each Lender to consent to the extension of the Termination Date for one (1) additional 364 day period. Not later than 30 days after receipt of such Borrowerwritten request, each Lender shall advise the applicable Servicer, the Administrator, the Group Agents Administrative Agent and the Lenders shall enter into Borrower in writing whether such documents as Lender consents to the Lenders may deem reasonably necessary or appropriate to reflect such extensionproposed extension if all the conditions, and all reasonable costs and expenses incurred by the Lendersincluding those set forth in subsection 5.2 of this Agreement, the Administrator and the Group Agents in connection therewith (including reasonable Attorneys’ Costs) shall be paid by such Borrowerthereto have been satisfied. If all of the Lenders have consented in at least one Group accept such request for extension but any Lender in any other Group declines the request for writing to such extension (and all such Lenders conditions set forth in Groups containing Lenders that decline such a request, “Exiting Lenders”)subsection 5.2 shall have been satisfied, then effective as on the initially scheduled Termination Date, the Termination Date shall be deemed automatically extended by an additional 364 day period (herein, the "Extension Option"). If less than all of the Scheduled 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 such requested extension): 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 any Extending Lenders nor shall any Lender failing to consent to the Extension Option be deemed a Nonconsenting Lender and be subject to replacement under subsection 2.17 as a result thereof. Subject to the foregoing proviso, if the Borrower desires to exercise the Extension Option with the Extending Lenders, Borrower shall provide the Administrative Agent (afor distribution to each 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 Scheduled Termination Date requirement that all Lenders have timely consented to the Extension Option). On the date the Extension Option becomes effective, Schedule I hereto shall be extended as agreed deemed amended to by such accepting Lender(s); (b) accurately reflect the Commitments of the Exiting Lenders then in existence and the Administrative Agent shall terminate; and (c) the Facility Limit shall be reduced by the amount of the Group Commitments promptly deliver a copy of such Exiting Lender’s Group terminated pursuant amended Schedule I to clause (b) aboveeach Lender and the Borrower.

Extension of Termination Date. From time to timeThe Company, any Borrower on behalf of itself and the other Borrowers, may advise request one-year extensions of the Administrator and each Group Agent in writing of its desire to extend the then current Scheduled Termination Date by submitting a request for an extension to a date that is the Administrative Agent (xeach, an "Extension Request") not no more than three hundred and sixty-four (364) days after such then current Scheduled Termination Date and (y) not later than the Facility Termination Date scheduled to occur pursuant to clause (a) of the definition thereof; provided such request is made not more than one hundred and twenty (120) days prior to, and not less than ninety (90) days prior to, the then current Scheduled Termination Date. In the event that all the Lenders in any Group are agreeable to such extension, the Administrator shall so notify such Borrower in writing (it being understood that the Lenders may accept or decline such a request in their sole discretion and on such terms as they may elect) not no less than sixty thirty (6030) days prior to each anniversary of the Effective Date, which Extension Request shall specify (i) the new Termination Date requested by the Borrowers, which shall be a date that is one year after the then current Scheduled effective Termination Date and (ii) the date (which must be not more than thirty (30) days nor less than fifteen (15) days prior to such Borroweranniversary 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 applicable Servicer, Administrative Agent shall notify each Lender thereof and shall request each Lender to approve the Administrator, Extension Request. Each Lender approving the Group Agents Extension Request shall deliver its written consent no later than the Response Date (and the Lenders failure to provide such written consent by such date shall enter into such documents as be deemed to be a decision not to extend). The Commitment of each Lender that declines to extend with respect to the Lenders may deem reasonably necessary 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 appropriate the Aggregate Commitment reduced. All Obligations due to reflect such extension, and all reasonable costs and expenses incurred by the Lenders, the Administrator and the Group Agents in connection therewith (including reasonable Attorneys’ Costs) 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 Borrower. If all Lender on the Lenders in at least one Group accept such request for extension but any Lender in any other Group declines the request for such extension (all such Lenders in Groups containing Lenders that decline such a request, “Exiting Lenders”), then effective as of the Scheduled Termination Date (without giving effect to any such requested extension): (a) extension thereto). The Required Lenders and the Scheduled Borrowers must agree to any extension with respect to the Termination Date for any such extension to become effective, and the Administrative Agent shall be extended as agreed to by such accepting Lender(s); (b) promptly notify the Commitments Borrowers and each Lender of the Exiting Lenders shall terminate; and (c) the Facility Limit shall be reduced by the amount of the Group Commitments of such Exiting Lender’s Group terminated pursuant to clause (b) aboveany new Termination Date.

Extension of Termination Date. From time (a) The Borrower may, by sending an Extension Request to timethe Administrative Agent (in which case the Administrative Agent shall promptly deliver a copy to each of the Lenders), any Borrower may advise at least one year in advance of the Administrator and each Group Agent in writing of its desire to extend the then current Scheduled Termination Date to a date in effect at such time (including at any time prior thereto on or after any anniversary of the Closing Date), request that is (x) not more than three hundred and sixty-four (364) days after the Lenders extend such then current Scheduled Termination Date and (y) then in effect to the first anniversary of the Termination Date then in effect. Each Lender, acting in its sole discretion, shall, by notice to the Administrative Agent given not later than the Facility date that is the 20th day after the date of the Extension Request, or if such day is not a Business Day, the immediately following Business Day (the “Response Date”) advise the Administrative Agent in writing whether or not such Lender agrees to such extension (each Lender that so advises the Administrative Agent that it will not extend the Termination Date, being referred to herein as a “Non-extending Lender”); provided that any Lender that does not advise the Administrative Agent by the Response Date and any Defaulting Lender shall be deemed to be a Non-extending Lender. The election of any Lender to agree to such extension shall not obligate any other Lender to agree. (i) If, on the Response Date, Lenders holding Revolving Credit Commitments that aggregate 50% or more of the total Revolving Credit Commitments shall not have agreed to extend the Termination Date, then such Termination Date scheduled to occur pursuant to clause shall not be so extended and the outstanding principal balance of all Loans and other amounts payable hereunder shall be payable on such Termination Date. (aii) If (and only if), on the Response Date, Lenders holding Revolving Credit Commitments that aggregate more than 50% of the definition thereof; provided such request is made not more than one hundred and twenty (120) days prior to, and not less than ninety (90) days prior to, total Revolving Credit Commitments shall have agreed to extend the then current Scheduled Termination Date, then the Termination Date that shall so have agreed shall be the first anniversary of the current Termination Date (subject to satisfaction of the conditions set forth in subsection 2.20(d)). In the event that all of such extension, the Lenders Revolving Credit Commitment of each Non-extending Lender shall terminate on the Termination Date in any Group are agreeable effect prior to such extension, the Administrator all Loans and other amounts payable hereunder to such Non-extending Lenders shall so notify such Borrower in writing (it being understood that the Lenders may accept or decline such a request in their sole discretion become due and payable on such terms as they may elect) not less than sixty (60) days prior to the then current Scheduled Termination Date and such Borrower, the applicable Servicer, the Administrator, the Group Agents and the Lenders shall enter into such documents as the Lenders may deem reasonably necessary or appropriate to reflect such extension, and all reasonable costs and expenses incurred by the Lenders, the Administrator and the Group Agents in connection therewith (including reasonable Attorneys’ Costs) shall be paid by such Borrower. If all the Lenders in at least one Group accept such request for extension but any Lender in any other Group declines the request for such extension (all such Lenders in Groups containing Lenders that decline such a request, “Exiting Lenders”), then effective as of the Scheduled Termination Date (without giving effect to such requested extension): (a) the Scheduled Termination Date shall be extended as agreed to by such accepting Lender(s); (b) the total Revolving Credit Commitments of the Exiting Lenders shall terminate; and (c) the Facility Limit hereunder shall be reduced by the amount Revolving Credit Commitments of the Group Commitments Non-extending Lenders so terminated on such Termination Date. (c) In the event that the conditions of such Exiting Lender’s Group terminated pursuant to clause (ii) of paragraph (b) aboveabove have been satisfied, the Borrower shall have the right on or before the Termination Date in effect prior to the requested extension, at its own expense, to require any Non-extending Lender to transfer and assign without recourse (in accordance with and subject to the restrictions contained in subsection 13.6) all its interests, rights and obligations under this Agreement to one or more banks or other financial institutions identified to the Non-extending Lender, which may include any Lender (each an “Additional Lender”), provided that (w) such Additional Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent, the Issuing Lender and the Borrower (such approvals not to be unreasonably withheld), (x) such assignment shall become effective as of a date specified by the Borrower (which shall not be later than the Termination Date in effect prior to the requested extension); (y) the Additional Lender shall pay to such Non-extending Lender in immediately available funds on the effective date of such assignment the principal of and interest accrued to the date of payment on the Loans made by it hereunder and all other amounts accrued for its account or owed to it hereunder and (z) such Non-extending Lender shall not be required to sign and deliver any assignment form in order for such assignment to become effective. (d) As a condition precedent to each such extension, the Borrower shall deliver to the Administrative Agent a certificate of the Borrower dated as of the Termination Date then in effect signed by a Responsible Officer of the Borrower certifying that, before and after giving effect to such extension, (A) the representations and warranties contained in Section 6 (including subsections 6.13 and 6.14) and the other Loan Documents are true and correct on and as of the Termination Date, and except that for purposes of this subsection 2.20, the representations and warranties contained in subsection 6.1 shall be deemed to refer to the most recent statements furnished pursuant to paragraphs (a) and (b), respectively, of subsection 8.1, and (B) no Default or Event of Default exists. In addition, no such extension of the Revolving Credit Facility shall be effective if on the Termination Date then in effect, the Aggregate Total Outstandings would exceed the Revolving Credit Commitments then being extended.

Extension of Termination Date. From time At least 30 but no more than 45 days prior to timethe end of the then-current Revolving Period, any the Borrower may advise may, by delivering a written request to the Administrator and Administrative Agent (each Group Agent such request being irrevocable), request that the Revolving Period be extended for an additional period of 364 days, commencing on the last day of the then-current Revolving Period. Any such notice shall also indicate whether the Borrower elects, in writing of its desire the event that the Lenders determine not to extend the then current Scheduled Revolving Period as requested by the Borrower, to extend the then-stated Termination Date from the last day of the then-current Revolving Period to a date that is the first anniversary of the last day of the then-current Revolving Period (x) not more than three hundred and sixty-four (364) days after any such then current Scheduled 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 (y) not no later than 20 days prior, to the Facility Termination Date scheduled to occur pursuant to clause (a) end of the definition thereof; provided such 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 made not more than one hundred and twenty (120) days prior to, and not less than ninety (90) days prior to, the then current Scheduled Termination Date. In the event that all the Lenders in any Group are agreeable acceptable to such extensionLender, the Administrator shall so notify such Borrower in writing (it being understood that the Lenders may accept or decline such a request determination by each Lender will be in their its sole and absolute discretion and on that the failure of any Lender to so respond within such terms as they may elect) not less 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 sixty (60) 15 days prior to the then end of the then-current Scheduled Termination Date and such Revolving Period. Subject to the 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 applicable Servicerthen-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 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) Lenders having 50% or less of 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 Commitments of such consenting Lenders, comprise more than 50% of the Commitments, the Administrator, then-current Revolving Period shall be extended for an additional period of 364 days with respect to such Commitments. The Commitments of the Group Agents Non-Consenting Lenders shall automatically terminate on the last day of the then-current Revolving Period (and the Lenders principal amount of all Advances made by such Non-Consenting Lenders, together with accrued interest to such date, shall enter into such documents as be repaid), unless assigned pursuant to Section 8.07(g) hereof. Subject to the Lenders may deem reasonably necessary or appropriate to reflect such extensionsatisfaction of the condition set forth in Section 3.03(d)(ii), and all reasonable costs and expenses incurred in the event that any request by the Lenders, the Administrator Borrower pursuant to subsection (a) above shall be denied and the Group Agents Borrower shall have indicated in connection therewith (including reasonable Attorneys’ Costs) shall be paid by such Borrower. If all the Lenders in at least one Group accept such request for extension but any Lender that, in any other Group declines the request for event of such extension (all such Lenders in Groups containing Lenders that decline such a requestdenial, “Exiting Lenders”)it has determined to effect the Term Election, then then, effective as of the Scheduled Termination Date (without giving effect to such requested extension): (a) last day of the Scheduled Revolving Period, the Termination Date shall be extended as agreed to by the first anniversary of such accepting Lender(s); (b) day. In addition, in the Commitments event that the Borrower shall not have requested an extension of the Exiting Lenders shall terminate; and then-current Revolving Period pursuant to subsection (ca) above, the Facility Limit shall be reduced Borrower may nonetheless make the Term Election by giving written notice to such effect to the amount Administrative Agent at least ten Business Days prior to the last day of the Group Commitments then-current Revolving Period (which shall promptly give notice thereof to the Lenders), whereupon, subject to the satisfaction of the condition set forth in Section 3.03(d)(ii), the Termination Date shall, effective as of such Exiting Lender’s Group terminated 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 more than once pursuant to clause (b) abovethis Section 2.16 and the Term Election may be effected on the last day of the Revolving Period whether or not the same has been extended one or more times pursuant to this Section 2.16.

Extension of Termination Date. From time to time(a) The Borrower may, any Borrower may advise the Administrator no earlier ----------------------------- than 60 days and each Group Agent in writing of its desire to extend the then current Scheduled Termination Date to a date that is (x) not more than three hundred and sixty-four (364) days after such then current Scheduled Termination Date and (y) not later than the Facility Termination Date scheduled to occur pursuant to clause (a) of the definition thereof; provided such request is made not more than one hundred and twenty (120) days prior to, and not less than ninety (90) days prior to, the then current Scheduled Termination Date. In the event that all the Lenders in any Group are agreeable to such extension, the Administrator shall so notify such Borrower in writing (it being understood that the Lenders may accept or decline such a request in their sole discretion and on such terms as they may elect) not less than sixty (60) 45 days prior to the then current Scheduled Termination Date and such Borrower, the applicable Servicer, the Administrator, the Group Agents and the Lenders shall enter into such documents as the Lenders may deem reasonably necessary or appropriate to reflect such extension, and all reasonable costs and expenses incurred by the Lenders, the Administrator and the Group Agents in connection therewith (including reasonable Attorneys’ Costs) shall be paid by such Borrower. If all the Lenders in at least one Group accept such request for extension but any Lender in any other Group declines the request for such extension (all such Lenders in Groups containing Lenders that decline such a request, “Exiting Lenders”), then effective as of the Scheduled Termination Date (without giving effect as it may be extended from time to time pursuant hereto), request in writing that the Termination Date be extended for an additional 364 days by sending to the Administrative Agent, which will promptly then provide a copy to each Bank, an Extension Request. After Borrower's request, each Bank may, in its sole discretion, consent or not consent to such requested extension): (a) extension by giving written notice thereof to the Scheduled Administrative Agent no earlier than 30 days prior to the then existing Termination Date, but in any event no later than 20 days prior to the then existing Termination Date. Each Bank's annual decision as to whether to extend the Termination Date shall be extended as agreed based, in part, on a new credit analysis utilizing then current information in respect of Borrower's business, financial condition and operations and other information furnished by Borrower. Failure of any Bank to respond within such 20 day period shall be deemed to be a refusal of such request by such accepting Lender(s);Bank. The Administrative Agent shall promptly notify each Bank and Borrower of any Bank's decision to reject the proposed extension. (b) If, in accordance with the provisions of this Section 2.13, a Bank consents to the extension of the Termination Date, the Termination Date for such Bank shall be extended for 364 days from the then current Termination Date, without any further action by Borrower or such Bank; provided that no such -------- extension shall be effective unless the Commitments of Banks agreeing to so extend the Exiting Lenders shall terminate; andTermination Date plus the Commitments of any New Banks which have agreed to become party to this Agreement pursuant to Section 11.18 constitute at least 50% of the Total Commitment existing on the date hereof. (c) If any Bank does not consent to a request for an extension of the Facility Limit Termination Date, or is deemed not to have consented to the requested extension, and the Termination Date has been extended for the other Bank(s): (i) the Borrower may, prior to the end of the non-extended Termination Date, terminate such Bank's Commitment under this Agreement upon payment in full of principal and interest on all Loans made by such Bank together with such other sums, if any, that may be due by reason of such prepayment and any fees owing to such Bank and, in connection with such termination, the Borrower may replace such non-consenting Bank with a New Bank or increase the Commitment of an existing Bank, in each case pursuant to Section 11.18; and (ii) if the Borrower has not previously terminated such non-consenting Bank's Commitment under this Credit Agreement and paid principal and interest on the Loans held by such non- consenting Bank and other amounts due to such non-consenting Bank as provided above, then such principal and interest and other amounts due to such non- consenting Bank shall be reduced by due and payable on the amount of non-extended Termination Date and the Group Commitments of Termination Date shall not be extended insofar as such Exiting Lender’s Group terminated pursuant to clause (b) abovenon-consenting Bank is concerned."

Extension of Termination Date. From time (a) The Borrower may, by sending an Extension Request to timethe Administrative Agent (in which case the Administrative Agent shall promptly deliver a copy to each of the Issuing Banks), any Borrower may advise after the Administrator and each Group Agent first anniversary of the Closing Date but at least three months in writing advance of its desire to extend the then current Scheduled Termination Date to a date that is in effect at such time (x) not including at any time prior thereto on or after any anniversary of the Closing Date but, for the avoidance of doubt, no more than three hundred and sixty-four (364) days after once in any year), request that the Issuing Banks extend such then current Scheduled Termination Date and (y) then in effect to the first anniversary of the Termination Date then in effect. Each Issuing Bank, acting in its sole discretion, shall, by notice to the Administrative Agent given not later than the Facility date that is the 20th day after the date of the Extension Request, or if such day is not a Business Day, the immediately following Business Day (the “Response Date”) advise the Administrative Agent in writing whether or not such Issuing Bank agrees to such extension (each Issuing Bank that so advises the Administrative Agent that it will not extend the Termination Date, being referred to herein as a “Non-Extending Bank”); provided that, any Issuing Bank that does not advise the Administrative Agent by the Response Date and any Defaulting Bank shall be deemed to be a Non-Extending Bank. The election of any Issuing Bank to agree to such extension shall not obligate any other Issuing Bank to agree. (b) (i) If, on the Response Date, Issuing Banks holding Commitments that aggregate to 50% or more of the total Commitments then in effect shall not have agreed to extend the Termination Date, then such Termination Date scheduled shall not be so extended and the outstanding balance of all Issuances and other amounts payable hereunder shall be payable on such Termination Date. (i) If (and only if), on the Response Date, Issuing Banks holding Commitments that aggregate to occur pursuant to clause (a) more than 50% of the definition thereof; provided such request is made not more than one hundred and twenty (120) days prior to, and not less than ninety (90) days prior to, total Commitments then in effect shall have agreed to extend the then current Scheduled Termination Date, then the Termination Date shall be extended to the date that is the first anniversary of the then-current Termination Date (subject to satisfaction of the conditions set forth in Section 2.12(d)) with respect to Issuing Banks that have so agreed to extend. In the event of such extension, the Commitment of each Non-Extending Bank shall terminate on the Termination Date in effect prior to such extension, all Issuances and other amounts payable hereunder to such Non-Extending Banks shall become due and payable on such Termination Date and the total Commitments of the Issuing Banks hereunder shall be reduced by the Commitments of the Non-Extending Banks so terminated on such Termination Date. (c) In the event that the conditions of clause (ii) of paragraph (b) above have been satisfied, the Borrower shall have the right on or before the Termination Date in effect prior to the requested extension, at its own expense, to require any Non-Extending Bank to transfer and assign without recourse (in accordance with and subject to the restrictions contained in Section 9.04) all its interests, rights and obligations under this Agreement to one or more banks or other financial institutions identified to the Lenders Non-Extending Bank, which may include any Issuing Bank (each an “Additional Bank”), provided that, (w) such Additional Bank, if not already an Issuing Bank hereunder, shall be subject to the approval of the Administrative Agent (such approvals not to be unreasonably withheld, conditioned or delayed), to the extent the consent of the Administrative Agent would be required to effect an assignment under Section 9.04, (x) such assignment shall become effective as of a date specified by the Borrower (which shall not be later than the Termination Date in effect prior to the requested extension), (y) the Additional Bank shall pay to such Non-Extending Bank in immediately available funds on the effective date of such assignment the amount of and interest accrued to the date of payment on the Issuances made by it hereunder and all other amounts accrued for its account or owed to it hereunder and (z) such Non-Extending Bank shall not be required to sign and deliver any Group are agreeable assignment form in order for such assignment to become effective. (d) As a condition precedent to each such extension, the Borrower shall deliver to the Administrative Agent a certificate of the Borrower dated as of the Termination Date then in effect certifying that, before and after giving effect to such extension, the Administrator shall so notify such Borrower representations and warranties contained in writing Section 3 and the other Credit Documents are true and correct in all material respects on and as of the Termination Date, except (it being understood that i) any representation or warranty which is already qualified as to materiality or by reference to Material Adverse Effect is true and correct in all material respects on and as of the Lenders may accept or decline such a request in their sole discretion and on such terms as they may elect) not less than sixty (60) days prior to the then current Scheduled Termination Date and (ii) to the extent any such Borrowerrepresentations or warranties are limited to a specific date, the applicable Servicerin which case, the Administrator, the Group Agents such representations and the Lenders shall enter into warranties are accurate in all material respects as of such documents as the Lenders may deem reasonably necessary or appropriate to reflect such extension, and all reasonable costs and expenses incurred by the Lenders, the Administrator and the Group Agents in connection therewith specific date. (including reasonable Attorneys’ Costse) There shall be paid by no more than two such Borrower. If all the Lenders in at least one Group accept such request for extension but any Lender in any other Group declines the request for such extension (all such Lenders in Groups containing Lenders that decline such a request, “Exiting Lenders”), then effective as of the Scheduled Termination Date (without giving effect to such requested extension): (a) the Scheduled Termination Date shall be extended as agreed to by such accepting Lender(s); (b) the Commitments of the Exiting Lenders shall terminate; and (c) the Facility Limit shall be reduced by the amount of the Group Commitments of such Exiting Lender’s Group terminated extensions pursuant to clause (b) abovethis Section 2.12.

Extension of Termination Date. From time to time, any Borrower may advise the Administrator and each Group Agent in writing of its desire to extend the then current Scheduled Termination Date to a date that is (x) not more than three hundred and sixty-four (364) days after such then current Scheduled Termination Date and (y) not later than the Facility Termination Date scheduled to occur pursuant to clause (a) The Borrower may, by written notice to the Agent (which shall promptly deliver a copy of such notice to each of the definition thereof; provided such request is made not more than one hundred and twenty (120) days prior to, and not less than ninety (90) days prior to, the then current Scheduled Termination Date. In the event that all the Lenders in any Group are agreeable to such extension, the Administrator shall so notify such Borrower in writing (it being understood that the Lenders may accept or decline such a request in their sole discretion and on such terms as they may electBanks) not less than sixty (60) 30 days and not more than 45 days prior to the then current Scheduled Termination Date and such Borrowerthen in effect hereunder (the “Existing Termination Date”), request that the applicable ServicerBanks extend the Termination Date for an additional 364 days from the Consent Date (as defined below). Each Bank, acting in its sole discretion, shall, by written notice to the Administrator, the Group Agents Borrower and the Lenders Agent given on the date (and, subject to the provision below, only on the date) 15 days prior to the Existing Termination Date (provided, if such date is not a Domestic Business Day, then such notice shall be given on the next succeeding Domestic Business Day) (the “Consent Date”), advise the Borrower whether or not such Bank agrees to such extension; provided that each Bank that determines not to extend the Termination Date (a “Non-Extending Bank”) shall notify the Agent (who shall notify the Borrower) of such fact promptly after such determination (but in any event no later than the Consent Date) and any Bank that does not advise the Borrower on or before the Consent Date shall be deemed to be a Non-Extending Bank. The election of any Bank to agree to an extension of the Termination Date shall not obligate any other Bank to agree to such extension. (b) The Borrower shall have the right on or before the Existing Termination Date to replace each Non-Extending Bank with, and otherwise add to this Agreement, one or more other commercial banks, which may include any Bank (each, prior to the Existing Termination Date, an “Additional Commitment Bank”) with the approval of the Agent (which approval shall not be unreasonably delayed or withheld). Each Additional Commitment Bank shall enter into an Assignment and Acceptance in substantially the form of Exhibit F attached hereto pursuant to which such documents as the Lenders may deem reasonably necessary or appropriate to reflect such extensionAdditional Commitment Bank shall, and all reasonable costs and expenses incurred by the Lenders, the Administrator and the Group Agents in connection therewith (including reasonable Attorneys’ Costs) shall be paid by such Borrower. If all the Lenders in at least one Group accept such request for extension but any Lender in any other Group declines the request for such extension (all such Lenders in Groups containing Lenders that decline such a request, “Exiting Lenders”), then effective as of the Scheduled Existing Termination Date Date, undertake a Commitment (without giving effect an “Additional Commitment”). If any such Additional Commitment Bank is a Bank, its Additional Commitment shall be in addition to such requested extension):Bank’s Commitment hereunder on such date. (ac) If (and only if) Banks with Commitment Amounts that, in the Scheduled aggregate, together with the proposed Commitment Amounts of the Additional Commitment Banks that will become effective on the Existing Termination Date, aggregate at least 51% of the Aggregate Commitment Amount (not including the proposed Commitment Amounts of the Additional Commitment Banks) on the Consent Date shall have agreed to extend the Existing Termination Date, then, effective as of the Existing Termination Date, the Existing Termination Date shall be extended to the date which is 364 days after the Consent Date (provided, if such date is not a Domestic Business Day, then such Termination Date as agreed so extended shall be the next preceding Domestic Business Day) and each Additional Commitment Bank shall thereupon become a “Bank” with a Commitment for all purposes of this Agreement. (d) Notwithstanding the foregoing, the extension of the Existing Termination Date shall not be effective with respect to by any Bank unless: (i) no Default or Event of Default shall have occurred and be continuing on the date of the notice requesting such accepting Lender(s)extension, the Consent Date or the Existing Termination Date; (bii) the Commitments each of the Exiting Lenders representations and warranties of the Borrower in Article IV hereof shall terminatebe true and correct on and as of each of the date of the notice requesting such extension, the Consent Date and the Existing Termination Date with the same force and effect as if made on and as of each such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); and (ciii) each Non-Extending Bank shall have been paid in full by the Borrower all amounts owing to such Bank hereunder on or before the Existing Termination Date. If the Existing Termination Date is extended as provided in this Section 2.09 (a) the Facility Limit Commitment of each Non-Extending Bank shall be reduced by terminate on the amount of the Group Commitments of such Exiting Lender’s Group terminated pursuant to clause Existing Termination Date and (b) abovefrom and after the Existing Termination Date, the Aggregate Commitment Amount shall not include the Commitment Amounts of the Non-Extending Banks.

Extension of Termination Date. From time to time, any Borrower may advise the Administrator (a) Not less than 60 days and each Group Agent in writing of its desire to extend the then current Scheduled Termination Date to a date that is (x) not more than three hundred and sixty-four (364) days after such then current Scheduled Termination Date and (y) not later than the Facility Termination Date scheduled to occur pursuant to clause (a) of the definition thereof; provided such request is made not more than one hundred and twenty (120) days prior to, and not less than ninety (90) days prior to, the then current Scheduled Termination Date. In the event that all the Lenders in any Group are agreeable to such extension, the Administrator shall so notify such Borrower in writing (it being understood that the Lenders may accept or decline such a request in their sole discretion and on such terms as they may elect) not less than sixty (60) 90 days prior to the then current Scheduled Termination Date then in effect, provided that no Event of Default shall have occurred and such Borrowerbe continuing, the applicable ServicerBorrowers may request an extension of such Termination Date by submitting to the Administrative Agent an Extension Request containing the information in respect of such extension specified in Exhibit I, which the AdministratorAdministrative Agent shall promptly furnish to each Bank. Each Bank shall, not less than 30 days and not more than 60 days prior to the Group Agents Termination Date then in effect, notify the Borrowers and the Lenders shall enter into such documents as Administrative Agent of its election to extend or not extend the Lenders may deem reasonably necessary or appropriate to reflect such extension, and all reasonable costs and expenses incurred by the Lenders, the Administrator and the Group Agents in connection therewith (including reasonable Attorneys’ Costs) shall be paid by such Borrower. If all the Lenders in at least one Group accept such request for extension but any Lender in any other Group declines the request for such extension (all such Lenders in Groups containing Lenders that decline such a request, “Exiting Lenders”), then effective as of the Scheduled Termination Date (without giving effect as requested in such Extension Request. Notwithstanding any provision of this Agreement to such requested extension): (a) the Scheduled contrary, any notice by any Bank of its willingness to extend the Termination Date shall be extended as agreed to revocable by such accepting Lender(sBank in its sole and absolute discretion at any time prior to the date which is 30 days prior to the Termination Date then in effect. If the Required Banks shall approve in writing the extension of the Termination Date requested in such Extension Request, 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 364 days and (ii) the Commitment of any Bank which does not consent in writing to such extension not less than 30 days and not more than 60 days prior to the Termination Date then in effect (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, not less than 30 days and not more than 60 days prior to the Termination Date then in effect, the Required Banks shall not approve in writing the extension of the Termination Date requested in an Extension Request, the Termination Date shall (b) Committed Rate Loans owing to any Objecting Bank on the Commitment Expiration Date with respect to such Bank shall be repaid in full on or before the date which is two years after such Commitment Expiration Date. (c) The Borrowers shall have the right, so long as no Event of Default has occurred and is then continuing, upon giving notice to the Administrative Agent and the Objecting Banks in accordance with subsection 2.6, to prepay in full the Committed Rate Loans of the Objecting Banks, together with accrued interest thereon, any amounts payable pursuant to subsections 2.13, 2.14, 2.15 and 2.17 and any accrued and unpaid facility fee or other amounts payable to it hereunder and/or, upon giving not less than three Working Days' notice to the Objecting Banks and the Administrative Agent, to cancel the whole or part of the Commitments of the Exiting Lenders shall terminate; and (c) the Facility Limit shall be reduced by the amount of the Group Commitments of such Exiting Lender’s Group terminated pursuant to clause (b) aboveObjecting Banks.

Extension of Termination Date. From time (a) On or before the date which is 45 days (but no more than 60 days) prior to timethe then-existing Termination Date, any Borrower the Company may advise make a request to the Administrator and Administrative Agent (which shall promptly notify each Group Agent in writing Lender of its desire receipt of such request) on behalf of the Lenders for an extension of the then-existing Termination Date to the date 364 days after the then-existing Termination Date. (b) In the case of each requested extension, each Lender shall promptly (and in no case later than the date (the "Decision Date") 30 days prior to the then-existing Termination Date) notify the Administrative Agent as to whether or not in such Lender's sole discretion such Lender consents to such extension. The Administrative Agent shall notify the Borrower on the Business Day immediately following such Decision Date as to which Lenders shall have consented to such request and which Lenders shall not have consented to such request (any Lender not providing any notice to the Administrative Agent by the Decision Date being deemed not to have consented to such request). The then-existing Termination Date shall be extended only if (i) Lenders having Loan Commitments aggregating at least 75% of the total Loan Commitments consent and (ii) either (A) all non-consenting Lenders have been replaced by replacement banks or other financial institutions in accordance with the provisions of subsection 9.6 hereof such that the aggregate amount of Loan Commitments is not reduced or (B) in the event that not all non-consenting Lenders have been replaced, the Company notifies the Administrative Agent that it wishes to extend the then current Scheduled then-existing Termination Date notwithstanding the reduced amount of aggregate Loan Commitments and each consenting Lender and each replacement bank or other financial institution in its sole discretion consents to a date such extension after receiving notice of such reduced amount of aggregate Loan Commitments; provided, that is (x) not the Termination Date shall be extended pursuant to this subsection 2.16 no more than three hundred and sixty-four (364) days after such then current Scheduled Termination Date and (y) not later than the Facility Termination Date scheduled to occur pursuant to clause (a) of the definition thereof; provided such request is made not more than one hundred and twenty (120) days prior to, and not less than ninety (90) days prior to, the then current Scheduled Termination Datetwice. In the event that all the Lenders in any Group are agreeable to such extension, the Administrator shall so notify such Borrower in writing (it being understood that the Lenders may accept or decline such a request in their sole discretion and on such terms as they may elect) not less than sixty (60) days prior to the then current Scheduled then-existing Termination Date and such Borrower, the applicable Servicer, the Administrator, the Group Agents and the Lenders shall enter into such documents as the Lenders may deem reasonably necessary or appropriate to reflect such extension, and all reasonable costs and expenses incurred by the Lenders, the Administrator and the Group Agents in connection therewith (including reasonable Attorneys’ Costs) shall be paid by such Borrower. If all the Lenders in at least one Group accept such request for extension but any Lender in any other Group declines the request for such extension (all such Lenders in Groups containing Lenders that decline such a request, “Exiting Lenders”), then effective as of the Scheduled Termination Date (without giving effect to such requested extension): (a) the Scheduled Termination Date shall be is extended as agreed to by such accepting Lender(s); (b) the Commitments of the Exiting Lenders shall terminate; and (c) the Facility Limit shall be reduced by the amount of the Group Commitments of such Exiting Lender’s Group terminated pursuant to clause (bii) above(B) of the preceding sentence, on the then-existing Termination Date the Company shall pay to the Administrative Agent, for the benefit of each non-consenting Lender that is not replaced with a replacement bank or other financial institution, all amounts due with respect to such non-consenting Lender.

Extension of Termination Date. From time (a) 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 be acceptable to timethe Administrative Agent (the “Extension of Termination Date Request”) to the Administrative Agent, who shall promptly forward such notice to each of the Lenders, not less than 30 days and not more than 90 days prior to each anniversary of the Closing Date, 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, the “Requested Termination Date”); provided that the Company may request such 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 Borrower may advise such notice from a Borrower, notify the Administrator Company and each Group the Administrative Agent in writing of its desire election to extend or not to extend the then current Scheduled Existing Termination Date with respect to a date that is (x) its Commitment. Any Lender which shall not more than three hundred and sixty-four (364) days after such then current Scheduled Termination Date and (y) not later than timely notify the Facility Termination Date scheduled to occur pursuant to clause (a) of the definition thereof; provided such request is made not more than one hundred and twenty (120) days prior to, and not less than ninety (90) days prior to, the then current Scheduled Termination Date. In the event that all the Lenders in any Group are agreeable to such extension, the Administrator shall so notify such Borrower in writing (it being understood that the Lenders may accept or decline such a request in their sole discretion and on such terms as they may elect) not less than sixty (60) days prior to the then current Scheduled Termination Date and such Borrower, the applicable Servicer, the Administrator, the Group Agents Company and the Lenders shall enter into such documents as Administrative Agent of its election to extend the Lenders may deem reasonably necessary or appropriate to reflect such extension, and all reasonable costs and expenses incurred by the Lenders, the Administrator and the Group Agents in connection therewith (including reasonable Attorneys’ Costs) shall be paid by such Borrower. If all the Lenders in at least one Group accept such request for extension but any Lender in any other Group declines the request for such extension (all such Lenders in Groups containing Lenders that decline such a request, “Exiting Lenders”), then effective as of the Scheduled Termination Date (without giving effect to such requested extension): (a) the Scheduled Existing Termination Date shall be extended 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 an election not to extend or fails to timely notify the Company and the Administrative Agent of its election being referred to as agreed a “Terminating Lender”). No Lender shall have any obligation to by extend the Existing Termination Date without such accepting Lender(s);Lender’s written consent, which may be withheld in such Lender’s sole discretion. (b) If and only if the Required Lenders shall have agreed in writing during the 20 day period referred to in Section 2.09(a) to extend the Existing Termination Date, then (i) the Commitments of the Exiting Lenders other than Terminating Lenders (the “Continuing Lenders”) shall, subject to the other provisions of this Agreement, be extended to the Requested Termination Date specified in the Extension of Termination Date Request from the Company, and as to such Lenders the term “Termination Date”, as used herein, shall terminate; and (c) on and after the Facility Limit shall be reduced by date as of which the amount of the Group Commitments of requested extension is effective mean such Exiting Lender’s Group terminated pursuant to clause (b) above.Requested Termination Date, provided that if such date is not a Business Day,

Extension of Termination Date. From (a) The Parent Borrower, by written notice to the Agent, may, not more than twice during the term of this Agreement, request an extension of the Termination Date in effect at such time by one year from its then scheduled expiration; provided that such request is made at least 30 days, but not more than 45 days prior to timethe first anniversary (or, any Borrower may advise in the Administrator case of the second such request, the second anniversary) of this Agreement (each such date, as appropriate, an “Anniversary Date”). The Agent shall promptly notify each Lender of such request, and each Group Lender shall in turn, in its sole discretion, not earlier than 30 days but not later than 20 days prior to the Anniversary Date, notify the Parent Borrower and the Agent in writing as to whether such Lender will consent to such extension, such notice to be in substantially the form of Exhibit E hereto. If any Lender shall fail to notify the Agent and the Parent Borrower in writing of its desire consent to extend any such request for extension of the then current Scheduled Termination Date at least 20 days prior to the Anniversary Date, such Lender shall be deemed to be a Non-Consenting Lender with respect to such request. The Agent shall notify the Parent Borrower in writing not later than 15 days prior to the Anniversary Date of the decision of the Lenders regarding the Parent Borrower’s request for an extension of the Termination Date. (b) If all the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.21, the Termination Date in effect at such time shall, effective as at the Anniversary Date (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 fewer than all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.21, the Termination Date in effect at such time shall, subject to Section 2.21(d) and effective as at the applicable Extension Date, be extended as to those Lenders that so consented (each a “Consenting Lender”) but shall not be extended as to any other Lender (each a “Non-Consenting Lender”). To the extent that the Termination Date is not extended as to any Lender pursuant to this Section 2.21 and the Commitment of such Lender is not assumed in accordance with subsection (c) of this Section 2.21 on or prior to the applicable Extension Date, the Commitment of such Non-Consenting Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the Parent Borrower, such Lender or any other Person; provided that such Non-Consenting Lender’s rights under Sections 2.14, 2.17 and 9.04, and its obligations under Section 7.05, shall survive the Termination Date for such Lender as to matters occurring prior to such date. It is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Parent Borrower for any requested extension of the Termination Date. (c) If fewer than all of the Lenders consent to any such request pursuant to subsection (a) of this Section 2.21, the Agent shall promptly so notify the Consenting Lenders, and each Consenting Lender may, in its sole discretion, give written notice to the Agent not later than 10 days prior to the Anniversary Date of the amount of the Non-Consenting Lenders’ Commitments for which it is willing to accept an assignment. If the Consenting Lenders notify the Agent that they are willing to accept assignments of Commitments in an aggregate amount that exceeds the amount of the Commitments of the Non-Consenting Lenders, such Commitments shall be allocated among the Consenting Lenders willing to accept such assignments in such amounts as are agreed between the Parent Borrower and the Agent. If after giving effect to the assignments of Commitments described above there remain any Commitments of Non-Consenting Lenders, the Parent Borrower may arrange for one or more Consenting Lenders or other Eligible Assignees that agree to an extension of the Termination Date (each, an “Assuming Extending Lender”) to assume, effective as of the Extension Date, any Non-Consenting Lender’s Commitment and all of the obligations of such 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 amount of the Commitment of any such Assuming Extending Lender as a result of such substitution shall in no event be less than $10,000,000 unless the amount of the Commitment of such Non-Consenting Lender is less than $10,000,000, in which case such Assuming Extending Lender shall assume all of such lesser amount; and provided further that: (i) any such Consenting Lender or Assuming Extending 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 paid to such Non-Consenting Lender; and (iii) with respect to any such Assuming Extending Lender, the applicable processing and recordation fee required under Section 9.07(a) for such assignment shall have been paid by the Assuming Extending Lender; provided further that such Non-Consenting Lender’s rights under Sections 2.14, 2.17 and 9.04, and its obligations under Section 7.05, 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 Extending Lender, if any, shall have delivered to the Parent Borrower and the Agent an Assumption Agreement or an Assignment and Acceptance, as appropriate, duly executed by such Assuming Extending Lender, such Non-Consenting Lender, the Parent Borrower and the Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Parent Borrower and the Agent as to the increase in the amount of its Commitment and (C) each Non-Consenting Lender being replaced pursuant to this Section 2.21 shall have delivered to the Agent any Note or Notes held by such Non-Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Consenting Lender or Assuming Extending Lender, as of the Extension Date, will be substituted for such Non-Consenting 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 Lenders, and, except as otherwise provided above, the obligations of each such Non-Consenting Lender hereunder shall, by the provisions hereof, be released and discharged. (d) If the Lenders having more than 50% of the Commitments (after giving effect to any assignments pursuant to subsection (c) of this Section 2.21) consent in writing to a date that is requested extension (x) not more than three hundred whether by execution or delivery of an Assumption Agreement, an Assignment and sixty-four (364) days after such then current Scheduled Termination Date and (yAcceptance or otherwise) not later than one Business Day prior to such Anniversary Date, the Facility Agent shall so notify the Parent Borrower, and, upon satisfaction of the applicable conditions set forth in Article III, the Termination Date scheduled then in effect shall be extended for the additional one-year period as described in subsection (b) of this Section 2.21, and all references in this Agreement, and in the Notes, if any, to occur pursuant the “Termination Date” shall, with respect to clause each Consenting Lender and each Assuming Extending Lender for such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Agent shall notify the Lenders (aincluding, without limitation, each Assuming Extending Lender) of the definition thereof; provided such request is made not more than one hundred and twenty (120) days prior to, and not less than ninety (90) days prior to, extension of the then current Scheduled Termination Date. In the event that all the Lenders in any Group are agreeable to such extension, the Administrator shall so notify such Borrower in writing (it being understood that the Lenders may accept or decline such a request in their sole discretion and on such terms as they may elect) not less than sixty (60) days prior to the then current Scheduled scheduled Termination Date in effect immediately prior thereto and shall thereupon record in the Register the relevant information with respect to each such Borrower, the applicable Servicer, the Administrator, the Group Agents Consenting Lender and the Lenders shall enter into each such documents as the Lenders may deem reasonably necessary or appropriate to reflect such extension, and all reasonable costs and expenses incurred by the Lenders, the Administrator and the Group Agents in connection therewith (including reasonable Attorneys’ Costs) shall be paid by such Borrower. If all the Lenders in at least one Group accept such request for extension but any Lender in any other Group declines the request for such extension (all such Lenders in Groups containing Lenders that decline such a request, “Exiting Lenders”), then effective as of the Scheduled Termination Date (without giving effect to such requested extension): (a) the Scheduled Termination Date shall be extended as agreed to by such accepting Lender(s); (b) the Commitments of the Exiting Lenders shall terminate; and (c) the Facility Limit shall be reduced by the amount of the Group Commitments of such Exiting Assuming Extending Lender’s Group terminated pursuant to clause (b) above.

Extension of Termination Date. From time to time, any Borrower may advise the Administrator and each Group Agent in writing of its desire to extend the then current Scheduled Termination Date to a date that is (x) not more than three hundred and sixty-four (364) days after such then current Scheduled Termination Date and (y) not later than the Facility Termination Date scheduled to occur pursuant to clause (a) of the definition thereof; provided such request is made not more Not earlier than one hundred and twenty (120) 60 days prior to, and not less nor later than ninety (90) 30 days prior to, each anniversary of the then current Scheduled date hereof, the Borrower may, upon notice to the Administrative Agent (which shall promptly notify the Banks), request a one-year extension of the Termination Date provided that the Borrower may not exercise this right more than two times prior to the Termination Date. In Within 15 days of delivery of such notice, each Bank shall notify the event Administrative Agent whether or not it consents to 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. (b) 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 all does not consent to an extension (that so agrees upon becoming such a replacement), shall be extended to the Lenders same date in any Group are agreeable the following year, effective as of the Termination Date then in effect (such existing Termination Date being the “Extension Effective Date”). The Administrative Agent and the Borrower shall promptly confirm to the Banks such extension and the Extension Effective Date. As a condition precedent to such extension, the Administrator Borrower shall so notify such Borrower in writing (it being understood that the Lenders may accept or decline such a request in their sole discretion and on such terms as they may elect) not less than sixty (60) days prior deliver to the then current Scheduled Termination Date and such Borrower, Administrative Agent a certificate of the applicable Servicer, the Administrator, the Group Agents and the Lenders shall enter into such documents as the Lenders may deem reasonably necessary or appropriate to reflect such extension, and all reasonable costs and expenses incurred by the Lenders, the Administrator and the Group Agents in connection therewith (including reasonable Attorneys’ Costs) shall be paid by such Borrower. If all the Lenders in at least one Group accept such request for extension but any Lender in any other Group declines the request for such extension (all such Lenders in Groups containing Lenders that decline such a request, “Exiting Lenders”), then effective Borrower dated as of the Scheduled Termination Extension Effective Date (without in sufficient copies for each Bank) signed by a Responsible Officer of the Borrower (i) certifying and attaching the resolutions adopted by the Borrower approving or 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 requested extension): , the representations and warranties contained in Article IV made by it are true and correct on and as of the Extension Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, (aB) before and after giving effect to such extension no Event of Default exists or will exist, and (C) since (1) the Scheduled Termination Date shall be extended as agreed to by such accepting Lender(s); most immediately preceding March 31 or (b2) the Commitments filing of a Form 8-K pertaining to any such type of event which was filed after such March 31 and prior to the date 30 days 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 Exiting Lenders shall terminate; andBorrower and its Subsidiaries taken as a whole. (c) If any Bank does not consent to the Facility Limit shall be reduced by the amount extension of the Group Commitments Termination Date as provided in this Section 2.21(c), the Borrower shall have the right to replace such Bank in accordance with Section 2.18(c). For the avoidance of doubt, in the event such Exiting Lender’s Group terminated pursuant non-consenting Bank is not replaced, the Termination Date with respect to clause (b) abovethat Bank shall not be extended.

Extension of Termination Date. From time The Company may, pursuant to time, any Borrower may advise a Commitment Extension Request in the Administrator form of Exhibit E delivered to the Agent and each Group Agent in writing of its desire Bank not less than 75 days prior to the then scheduled Termination Date, request each Bank to extend the then current Scheduled Termination Date to a date that is (x) not more than three its Commitment for an additional three-hundred and 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 after 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 consents shall be given no less than 30 days prior to the then current Scheduled scheduled Termination Date, by signing and returning an original copy of the Commitment Extension Request attached hereto as Exhibit E, such Termination Date and (y) not later than the Facility Termination Date scheduled to occur pursuant to clause (a) of the definition thereof; provided such request is made not more than one hundred and twenty (120) days prior toshall be so extended, and not less than ninety (90) days prior toeach Bank hereby agrees that the Agent may amend this Agreement and any other Loan Document to the extent necessary to effectuate such extension without the necessity of obtaining any such Bank's signature, the then current Scheduled Termination Dateprovisions of paragraph 13 to the contrary notwithstanding. In the event that less than all of the Lenders in Banks consent to an extension of their respective Commitments, the Termination Date shall not be 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 Group are agreeable such other bank, including any signatory Bank, to the extent of, and with respect to such extensionan increase in its Commitment, being herein called a "Replacement Bank"), to assume the Administrator shall so notify Commitment and obligations of such Borrower in writing nonconsenting Bank or Banks (it being understood 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 Lenders may accept or decline such a request in their sole discretion Banks (excluding the Nonconsenting Banks and on such terms as they may electeach Replacement Bank) not less than sixty (60) days have consented to the Commitment Extension Request prior to the then current Scheduled scheduled Termination Date and such BorrowerDate, the applicable Servicer, the Administrator, the Group Agents and the Lenders shall enter into such documents as the Lenders may deem reasonably necessary or appropriate to reflect such extension, and all reasonable costs and expenses incurred by the Lenders, the Administrator and the Group Agents in connection therewith (including reasonable Attorneys’ Costs) shall be paid by such Borrower. If all the Lenders in at least one Group accept such request for extension but any Lender in any other Group declines the request for such extension (all such Lenders in Groups containing Lenders that decline such a request, “Exiting Lenders”), then effective as of the Scheduled Termination Date (without giving effect to such requested extension): (ai) the Scheduled Termination Date shall be extended as agreed to by so extended, (ii) each such accepting Lender(s); (b) the Commitments of the Exiting Lenders shall terminate; and (c) the Facility Limit Replacement Bank shall be reduced by deemed to be a "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. Each Bank will use its best efforts to respond promptly to any Commitment Extension Request, provided that no Bank's failure to so respond shall create any claim against it or have the amount effect of extending the Group Commitments of such Exiting Lender’s Group terminated pursuant to clause (b) aboveTermination Date.

Extension of Termination Date. From time to timeThe Termination Date may be extended, any in the manner set forth in this Section, for a period of 364 days after the date on which the Termination Date would otherwise have occurred. If the Borrower may advise the Administrator and each Group Agent in writing of its desire wishes to extend the then current Scheduled Termination Date Date, it shall give written notice to a date that is (x) not more than three hundred and sixty-four (364) days after such then current Scheduled Termination Date and (y) not later than effect to the Facility Termination Date scheduled to occur pursuant to clause (a) of the definition thereof; provided such request is made not more than one hundred and twenty (120) days prior to, and Administrative Agent not less than ninety (90) 90 days prior tonor 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 then current Scheduled Termination Date. In the event that all Administrative Agent shall notify each of the Lenders in any Group are agreeable of such notice. Each Lender will respond to such extensionrequest, whether affirmatively or negatively, within the Administrator shall so notify such Borrower in writing (it being understood that period ending on the later of 30 days following the submission of the Borrower's request to the Lenders may accept or decline such a request in their sole discretion and on such terms as they may elect) not less than sixty (60) 40 days prior to the then current Scheduled scheduled Termination Date and (the "Response Date"). If a Lender or Lenders respond negatively or fail to timely respond to such Borrowerrequest, but such non- extending Lender(s) have Commitment(s) aggregating less than 33 1/3% of the aggregate amount of the Commitments, the applicable ServicerBorrower 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, with 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 AdministratorBorrower 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 Group Agents and Commitment(s) of such non-extending Lender(s), whereupon the Lenders who have consented to the extension shall enter into 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 documents as the Lenders may deem reasonably necessary or appropriate to reflect such extension, and all reasonable costs and expenses incurred by the non-extending Lenders, whereupon the Administrator and the Group Agents in connection therewith (including reasonable Attorneys’ Costsaggregate amount of such Commitment(s) shall be paid assumed by such Borrower. If all the Lenders in at least one Group accept substitute financial institution or financial institutions within such 60-day period or (iii) withdraw its request for an extension but any Lender of the Termination Date, in any other Group declines which the Commitments shall continue unaffected. The failure of the 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 extension (all such effect is given. So long as Lenders in Groups containing Lenders that decline 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, “Exiting and such request is not withdrawn in accordance with the preceding sentence, then, subject to receipt by the Administrative Agent of counterparts of an Extension Agreement in substantially the form of Exhibit K duly completed and signed by all of the parties hereto (other than non-consenting Lenders”), then effective as of the Scheduled Termination Date (without giving effect to such requested extension): (a) the Scheduled Termination Date shall be extended as agreed to by such accepting Lender(s); (b) for the Commitments of period set forth in this Section 2.23 and in the Exiting Lenders shall terminate; and (c) the Facility Limit shall be reduced by the amount of the Group Commitments of such Exiting Lender’s Group terminated pursuant to clause (b) aboveExtension Agreement.

Extension of Termination Date. From time (a) At least 40 days but not more than 60 days prior to the Revolver Termination Date in effect at any time, any the Borrower, by written notice to the Paying Agent, may request an extension of the Revolver Termination Date in effect at such time for a period of 364 days from its then scheduled expiration; provided, however, that the Borrower may advise shall not have made the Administrator Term Loan Election prior to the then scheduled Revolver Termination Date. The Paying Agent shall promptly notify each Lender of such request, and each Group Lender shall in turn, in its sole discretion, not earlier than 30 days but at least 25 days prior to such Revolver Termination Date, notify the Borrower and the Paying Agent in writing as to whether such Lender will consent to such extension. If any Lender shall fail to notify the Paying Agent and the Borrower in writing of its desire consent to extend any such request for extension of the then current Scheduled Revolver Termination Date at least 25 days prior to the scheduled occurrence thereof at such time, such Lender shall be deemed to be a Non-Consenting Lender with respect to such request. The Paying Agent shall notify the Borrower not later than 20 days prior to the scheduled Revolver Termination Date in effect at such time of the decision of the Lenders regarding the Borrower's request for an extension of the Revolver Termination Date. (b) If all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.16, the Revolver Termination Date shall, effective as at the Revolver Termination Date otherwise in effect at such time (the "Extension Date"), be extended for a period of 364 days from such Extension Date; provided that on each Extension Date, no Default shall have occurred and be continuing, or shall occur as a consequence thereof and the giving of a request for extension shall constitute a representation and warranty by the Borrower that the representations and warranties contained in Section 4.01 are correct in all material respects on and as of the date of such notice and on such Extension Date, as though made on and as of such dates. If Lenders holding at least a majority in interest of the aggregate Commitments at such time consent in writing to any such request in accordance with subsection (a) of this Section 2.16, the Revolver Termination Date in effect at such time shall, effective as at the applicable Extension Date, be extended as to those Lenders that so consented (each a "Consenting Lender") but shall not be extended as to any other Lender (each a "Non-Consenting Lender"). To the extent that the Revolver Termination Date is not extended as to any Lender pursuant to this Section 2.16 and the Commitment of such Lender is not assumed in accordance with subsection (c) of this Section 2.16 on or prior to the applicable Extension Date, the Commitment of such Non-Consenting Lender shall automatically terminate in whole on such unextended Revolver Termination Date without any further notice or other action by the Borrower (other than payment in full of all principal, interest, fees and other amounts then owing to such Non-Consenting Lender on such unextended Revolver Termination Date), such Lender or any other Person; provided that such Non-Consenting Lender's rights under Sections 2.12, 2.13 and 8.04, and its obligations under Section 7.05, shall survive the Revolver Termination Date for such Lender as to matters occurring prior to such date. It is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for any requested extension of the Revolver Termination Date. (c) If Lenders holding at least a majority in interest of the aggregate Commitments at any time consent to any such request pursuant to subsection (a) of this Section 2.16, the Borrower may arrange for one or more Consenting Lenders or other Eligible Assignees (each such Consenting Lender or Eligible Assignee that accepts an offer to assume a Non-Consenting Lender's Commitment as of the applicable Extension Date being an "Assuming Lender") to assume, effective as of the Extension Date, any Non-Consenting Lender's Commitment and all of the obligations of such 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 amount of the Commitment of any such Assuming Lender as a result of such substitution shall in no event be less than $10,000,000 unless the amount of the Commitment of such Non-Consenting Lender is less than $10,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and 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 Revolving Credit Advances, if any, of such Non- Consenting Lender plus (B) any accrued but unpaid facility fees or utilization 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 paid to such Non-Consenting Lender; and (iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section 8.07(a) for such assignment shall have been paid; provided further that such Non-Consenting Lender's rights under Sections 2.11, 2.14 and 8.03, and its obligations under Section 7.05, 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 Paying Agent an assumption agreement, in form and substance satisfactory to the Borrower and the Paying Agent (an "Assumption Agreement"), duly executed by such Assuming Lender, such Non-Consenting Lender, the Borrower and the Paying Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Paying Agent as to the increase in the amount of its Commitment and (C) each Non-Consenting Lender being replaced pursuant to this Section 2.16 shall have delivered to the Paying Agent any Note or Notes held by such Non-Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting 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 Lenders, and the obligations of each such Non-Consenting Lender hereunder shall, by the provisions hereof, be released and discharged. (d) If Lenders holding a majority in interest of the aggregate Commitments (after giving effect to any assumptions pursuant to subsection (c) of this Section 2.16) consent in writing to a date that is requested extension (x) not more than three hundred and sixty-four (364) days after such then current Scheduled Termination Date and (ywhether by execution or delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date, the Facility Paying Agent shall so notify the Borrower, and, so long as no Default shall have occurred and be continuing as of such Extension Date, or shall occur as a consequence thereof, the Revolver Termination Date scheduled then in effect with respect to occur pursuant to clause the Commitments of such Consenting Lenders and Assuming Lenders shall be extended for the 364-day period described in subsection (a) of the definition thereof; provided such request is made not more than one hundred and twenty (120) days prior to, and not less than ninety (90) days prior to, the then current Scheduled Termination Date. In the event that all the Lenders in any Group are agreeable to such extension, the Administrator shall so notify such Borrower in writing (it being understood that the Lenders may accept or decline such a request in their sole discretion and on such terms as they may elect) not less than sixty (60) days prior to the then current Scheduled Termination Date and such Borrower, the applicable Servicer, the Administrator, the Group Agents and the Lenders shall enter into such documents as the Lenders may deem reasonably necessary or appropriate to reflect such extensionthis Section 2.16, and all reasonable costs references in this Agreement, and expenses incurred by in the LendersNotes, if any, to the Administrator "Revolver Termination Date" shall, with respect to each Consenting Lender and the Group Agents in connection therewith (including reasonable Attorneys’ Costs) shall be paid by such Borrower. If all the Lenders in at least one Group accept such request for extension but any each Assuming Lender in any other Group declines the request for such extension (all such Lenders in Groups containing Lenders that decline such a requestExtension Date, “Exiting Lenders”), then effective as of refer to the Scheduled Revolver Termination Date (without as so extended, provided, however, that after giving effect to such requested extension): (a) extension the Scheduled Termination Date shall be extended as agreed to by such accepting Lender(s); (b) the aggregate Commitments of the Exiting Consenting Lenders are greater than or equal to $200,000,001. Promptly following each Extension Date, the Paying Agent shall terminate; and notify the Lenders (cincluding, without limitation, each Assuming Lender) the Facility Limit shall be reduced by the amount of the Group Commitments extension of the scheduled Revolver Termination Date in effect immediately prior thereto and shall thereupon record in the Register the relevant information with respect to each such Exiting Consenting Lender and each such Assuming Lender’s Group terminated pursuant to clause (b) above.

Extension of Termination Date. From time (a) The Guarantor may, by notice to time, any Borrower may advise the Administrator Administrative Agent (which shall promptly deliver a copy thereof to each Lender) not less than 45 days and each Group Agent in writing of its desire to extend the then current Scheduled Termination Date to a date that is (x) not more than three hundred and sixty-four (364) 60 days before any Termination Date then in effect, request that the Termination Date then in effect be extended to the date 364 days after such then current Scheduled Termination Date Date. If the Guarantor shall so request such an extension, each Lender, acting in its sole discretion, may, by notice to the Guarantor and (y) the Administrative Agent not later than the Facility Termination Date, extend the Termination Date scheduled with respect to occur pursuant its Commitment to clause the date 364 days after such Termination Date; provided, however, that no such extension shall be effective unless (a) no Default or Event of Default shall exist on such Termination Date; (b) each of the definition thereof; provided representations and warranties of the Guarantor and the Other Applicants set forth in the Facility Documents shall be true and correct on and as of such request date with the same force and effect as if made on and as of each such date (or, if any such representation or warranty is expressly stated to have been made only as of or relate only to a specific date, then as of such specific date) and (c) each Lender shall have agreed to such extension by delivering a notice of acceptance to the Administrative Agent and the Guarantor not more later than one hundred and twenty the Termination Date then in effect. (120b) days prior to, and not less than ninety (90) days prior to, the then current Scheduled Termination Date. In the event that all any Lender shall not so extend the Lenders Termination Date then in any Group are agreeable effect (a “Declining Lender”) at least 30 days prior to such extensionTermination Date, and the Commitment of such Lender and such Lender’s participations in Letters of Credit have not been assigned to another bank or lending institution pursuant to Section 9.04 (which assignee bank or other lending institution shall have so agreed to extend the Termination Date), the Administrator Commitment of such Declining Lender shall terminate on the then effective Termination Date; provided that: (i) the Guarantor shall have the right to seek a substitute lender or lenders (which may be one or more of the other Lenders) that is willing to agree to such extension and to assume (A) the Commitment of the Declining Lender; (B) the rights and obligations of the Declining Lender under this Agreement and the other Facility Documents and (C) the rights and obligations of the Declining Lender under any issued and outstanding Letters of Credit, without recourse or warranty by, or expense to, the Declining Lender for a purchase price to be agreed upon between the Declining Lender and such substitute Lender. At the Guarantor’s request and expense, the Administrative Agent shall assist the Guarantor in seeking to locate such substitute lenders; provided, however, that existing Lenders shall have the first opportunity to so notify such Borrower in writing (it being understood assume, by irrevocable notice to the Guarantors and the Administrative Agent, the Declining Lender’s Commitment, which first opportunity shall expire unless so exercised on or prior to the day that the Lenders may accept or decline such a request in their sole discretion and on such terms as they may elect) not less than sixty (60) is 20 days prior to the then current Scheduled effective Termination Date. Notwithstanding the foregoing, no proposed substitute lender shall become a Lender hereunder without the prior consent of the Administrative Agent, each Issuing Bank and the Guarantors. Upon such an assumption of the Declining Lender’s Commitment and, subject to Section 2.07(b)(ii), on the then-scheduled Termination Date, the Declining Lender shall no longer be a party hereto or have any obligations (including those in respect of outstanding Letters of Credit) or rights hereunder, and the substitute lender or lenders will succeed to the rights and assume the obligations of the Declining Lender hereunder, all pursuant to an Assignment and Acceptance and in accordance with Section 9.04. (ii) If none of the existing Lenders and no other bank or financial institution is found to assume the Commitment and the liabilities and obligations of the Declining Lender, such Declining Lender will continue to be obligated with respect to its applicable Pro Rata Share of Letters of Credit issued while its Commitment was in effect and will be considered a Lender hereunder for such purposes. In addition, notwithstanding Section 2.07(a), if the Commitments of the Lenders who have approved the requested extension of the Termination Date aggregate at least the L/C Exposure on the then-existing Termination Date, all of the obligations under this Agreement and the other Facility Documents of each Lender Party (other than any Declining Lender) shall continue without modification, other than the reduction on the Termination Date of the aggregate Commitment of all Lenders (including each such BorrowerDeclining Lender) to the aggregate Commitment of all Lenders (other than each such Declining Lender). (iii) Notwithstanding anything herein to the contrary, if the Commitments of all continuing Lenders and of any additional Lenders do not aggregate at least the L/C Exposure on the then-existing Termination Date, the applicable ServicerCommitments of all Lenders shall automatically terminate on the Termination Date. (iv) Upon any increase of the Commitment of any Lender or any substitute Lender becoming a party hereto pursuant to Section 2.07(b)(i), the Administrator, the Group Agents and the Administrative Agent shall prepare a replacement Schedule 1.01(b) reflecting all Lenders shall enter into such documents as the Lenders may deem reasonably necessary or appropriate to reflect such extension, and all reasonable costs and expenses incurred by the Lenders, the Administrator and the Group Agents in connection therewith (including reasonable Attorneys’ Costs) shall be paid by such Borrower. If all the Lenders in at least one Group accept such request for extension but any Lender in any other Group declines the request for such extension (all such Lenders in Groups containing Lenders that decline such a request, “Exiting Lenders”), then effective as of the Scheduled Termination Date (without Commitments giving effect to such requested extension): (a) the Scheduled Termination Date changes and shall be extended as agreed to by such accepting Lender(s); (b) the Commitments of the Exiting Lenders shall terminate; and (c) the Facility Limit shall be reduced by the amount of the Group Commitments distribute a copy of such Exiting Lender’s Group terminated pursuant Schedule 1.01(b) to clause (bthe Guarantors and all other Lender Parties and, absent manifest error, such replacement Schedule 1.01(b) aboveshall become Schedule 1.01(b) for all purposes of this Agreement.

Extension of Termination Date. From (a) At least 45 days but not more than 75 days prior to any Anniversary Date, the Borrower, by written notice to the Designated Agent, may request an extension of the Termination Date in effect at such time by one calendar year from its then scheduled date; provided, however, that if the Borrower does not request an extension of the Termination Date in a timely manner prior to timeany Anniversary Date it may, any Borrower may advise but shall not be obligated to, request that the Administrator 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 Group 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 desire consent to extend any such request for extension of the then current Scheduled Termination Date 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 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 consequence thereof. If less than 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 the applicable Extension Date, be extended as to those Lenders that so consented (each, an “Extending Lender”) but shall not be extended as to any other Lender (each, a “Declining Lender”). To the extent that the Termination Date is not extended as to any Lender pursuant to this Section 2.20 and the Commitment of such Lender is not assumed in accordance with subsection (c) of this Section 2.20 on or prior to the 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 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 such date. It is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for any requested extension of the Termination Date. (c) If there are any Declining Lenders, the Borrower may arrange for one or more Extending Lenders or other Eligible Assignees to assume, effective as of the Extension Date, any Declining Lender’s Commitment and all of the obligations of such Declining Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Declining Lender; provided, however, that the amount of the Commitment of any such Assuming Lender as a result of such substitution shall in no event be less than $25,000,000 unless the amount of the Commitment of such Declining Lender is less than $25,000,000, in which case such 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 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 paid to such Declining Lender; and (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 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 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 date that is requested extension (xwhether by written consent pursuant to subsection (a) not more than three hundred of this Section 2.20, by execution and sixty-four (364) days after such then current Scheduled Termination Date and (ydelivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date, the Facility 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 Extension Date, or shall occur as a consequence thereof, the Termination Date scheduled to occur pursuant to clause then in effect shall be extended for the additional one-year period or two-year period, as the case may be, as described in subsection (a) of the definition thereof; provided such request is made not more than one hundred and twenty (120) days prior to, and not less than ninety (90) days prior to, the then current Scheduled Termination Date. In the event that all the Lenders in any Group are agreeable to such extension, the Administrator shall so notify such Borrower in writing (it being understood that the Lenders may accept or decline such a request in their sole discretion and on such terms as they may elect) not less than sixty (60) days prior to the then current Scheduled Termination Date and such Borrower, the applicable Servicer, the Administrator, the Group Agents and the Lenders shall enter into such documents as the Lenders may deem reasonably necessary or appropriate to reflect such extensionthis Section 2.20, and all reasonable costs references in this Agreement, and expenses incurred by in the LendersNotes, if any, to the “Termination Date” shall, with respect to each Extending Lender and each Assuming Lender for such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Administrator and the Group Agents in connection therewith (including reasonable Attorneys’ Costs) Designated Agent shall be paid by such Borrower. If all notify the Lenders in at least one Group accept such request for extension but any Lender in any other Group declines the request for such extension (all such Lenders in Groups containing Lenders that decline such a requestincluding, “Exiting Lenders”)without limitation, then effective as each Assuming Lender) of the Scheduled extension of the scheduled Termination Date (without giving in effect immediately prior thereto and shall thereupon record in the Register the relevant information with respect to each such requested extension): (a) the Scheduled Termination Date shall be extended as agreed to by Extending Lender and each such accepting Lender(s); (b) the Commitments of the Exiting Lenders shall terminate; and (c) the Facility Limit shall be reduced by the amount of the Group Commitments of such Exiting Assuming Lender’s Group terminated pursuant to clause (b) above.

Extension of Termination Date. From (a) At least 35 days but not more than 70 days prior to the first and/or second anniversary of the Closing Date, the Company, by written notice to the Administrative Agent, may request an extension of the Termination Date in effect at such time to timeby one year from its then scheduled expiration. The Administrative Agent shall promptly notify each Bank of such request, any Borrower may advise the Administrator and each Group Bank shall in turn, in its sole discretion, not later than 25 days prior to the applicable anniversary date, notify the Company and the Administrative Agent in writing as to whether such Bank will consent to such extension. If any Bank shall fail to notify the Administrative Agent and the Company in writing of its desire consent to extend any such request for extension of the then current Scheduled Termination Date at least 25 days prior to the applicable anniversary date, such Bank shall be deemed to be a Non-Consenting Bank with respect to such request. The Administrative Agent shall notify the Company not later than 20 days prior to the applicable anniversary date of the decision of the Banks regarding the Company’s request for an extension of the Termination Date. (b) If all the Banks consent in writing to any such request in accordance with subsection (a) of this Section 2.25, the Termination Date in effect at such time shall, effective as at the applicable anniversary date (the “Extension Date”), be extended for one year; provided that on each Extension Date (i) no Default or Event of Default shall have occurred and be continuing and (ii) each of the representations and warranties made on the Closing Date are true and correct in all material respects on and as of the Extension Date. If less than all of the Banks consent in writing to any such request in accordance with subsection (a) of this Section 2.25, the Termination Date in effect at such time shall, effective as at the applicable Extension Date and subject to subsection (d) of this Section 2.25, be extended as to those Banks that so consented (each a “Consenting Bank”) but shall not be extended as to any other Bank (each a “Non-Consenting Bank”). To the extent that the Termination Date is not extended as to any Bank pursuant to this Section 2.25 and the Commitment of such Bank is not assumed in accordance with subsection (c) of this Section 2.25 on or prior to the applicable Extension Date, the Company may, with the consent of all of the Lenders other than such Non-Consenting Lender (which consents shall not be unreasonably withheld) terminate in whole the Commitment of such Non-Consenting Lender as of the Extension Date or, if not so earlier terminated, the Commitment of such Non-Consenting Bank shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the Company, such Bank or any other Person; provided that such Non-Consenting Bank’s rights under Sections 2.14, 2.15, 2.16 and 9.5 and its obligations under Section 8.7, shall survive the Termination Date for such Bank as to matters occurring prior to such date. It is understood and agreed that no Bank shall have any obligation whatsoever to agree to any request made by the Company for any requested extension of the Termination Date. (c) If less than all of the Banks consent to any such request pursuant to subsection (a) of this Section 2.25, the Company may arrange for one or more Consenting Banks or other banks or financial institutions approved by the Company, the Administrative Agent, the Swing Line Bank and each Issuing Lender (which consents shall not be unreasonably withheld) as Purchasing Banks (x) not more than three hundred to assume, effective as of the Extension Date or such other date as may be agreed among the Company, the applicable Non-Consenting Bank, the assignee Consenting Bank(s) or Purchasing Lender(s) and sixtythe Administrative Agent, all of such Non-four (364) days after Consenting Bank’s Commitment and all of the obligations of such then current Scheduled Termination Date Non-Consenting Bank under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting Bank and (y) to accept, effective as of the Extension Date or such later date as any Purchasing Bank executes and delivers a Commitment Transfer Supplement, the Termination Date applicable to the Consenting Banks; provided, however, that the amount of the Commitment of any such Purchasing Bank as a result of such substitution shall in no event be less than $10,000,000 unless the amount of the Commitment of such Non-Consenting Bank is less than $10,000,000, in which case such Purchasing Bank shall assume all of such lesser amount; and provided further that: (i) any such Consenting Bank or Purchasing Bank shall have paid to such Non-Consenting Bank (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 Bank plus (B) any accrued but unpaid facility fees owing to such Non-Consenting Bank as of the effective date of such assignment; and (ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Bank, and all other accrued and unpaid amounts owing to such Non-Consenting Bank hereunder, as of the effective date of such assignment shall have been paid to such Non-Consenting Bank; provided further that such Non-Consenting Bank’s rights under Sections 2.14, 2.15, 2.16 and 9.5 and its obligations under Section 8.7, 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 Purchasing Bank, if any, shall have delivered to the Company and the Administrative Agent a Commitment Transfer Supplement, duly executed by such Purchasing Bank, such Non-Consenting Bank, the Company and the Administrative Agent and (B) any such Consenting Bank shall have delivered confirmation in writing satisfactory to the Company and the Administrative Agent as to the increase in the amount of its Commitment. Each Non-Consenting Bank being replaced pursuant to this Section 2.25 shall, upon the request of either the Administrative Agent or the Company, promptly deliver any Note or Notes held by such Non-Consenting Bank. Upon the payment or prepayment of all amounts referred to in clauses (i) and (ii) of this subsection (c), each such Consenting Bank or Purchasing Bank, as of the Extension Date, will be substituted for such Non-Consenting Bank under this Agreement and shall be a Bank for all purposes of this Agreement, without any further acknowledgment by or the consent of the other Banks, and the obligations of each such Non-Consenting Bank hereunder shall, by the provisions hereof, be released and discharged. (d) If (after giving effect to any assignments or assumptions pursuant to subsection (c) of this Section 2.25) Banks having Commitments equal to at least 50% of the Commitments in effect immediately prior to the Extension Date consent in writing to a requested extension (whether by execution or delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date, the Facility Administrative Agent shall so notify the Company, and, subject to (i) no Default or Event of Default having occurred and be continuing and (ii) each of the representations and warranties made on the Closing Date being true and correct in all material respects on and as of the Extension Date, the Termination Date scheduled to occur pursuant to clause then in effect shall be extended for the additional one-year period as described in subsection (a) of the definition thereof; provided such request is made not more than one hundred and twenty (120) days prior to, and not less than ninety (90) days prior to, the then current Scheduled Termination Date. In the event that all the Lenders in any Group are agreeable to such extension, the Administrator shall so notify such Borrower in writing (it being understood that the Lenders may accept or decline such a request in their sole discretion and on such terms as they may elect) not less than sixty (60) days prior to the then current Scheduled Termination Date and such Borrower, the applicable Servicer, the Administrator, the Group Agents and the Lenders shall enter into such documents as the Lenders may deem reasonably necessary or appropriate to reflect such extension, and all reasonable costs and expenses incurred by the Lenders, the Administrator and the Group Agents in connection therewith (including reasonable Attorneys’ Costs) shall be paid by such Borrower. If all the Lenders in at least one Group accept such request for extension but any Lender in any other Group declines the request for such extension (all such Lenders in Groups containing Lenders that decline such a request, “Exiting Lenders”), then effective as of the Scheduled Termination Date (without giving effect to such requested extension): (a) the Scheduled Termination Date shall be extended as agreed to by such accepting Lender(s); (b) the Commitments of the Exiting Lenders shall terminate; and (c) the Facility Limit shall be reduced by the amount of the Group Commitments of such Exiting Lender’s Group terminated pursuant to clause (b) above.this

Extension of Termination Date. From (a) At least 30 days but not more than 60 days prior to each Anniversary Date, the Borrower, by written notice to the Paying Agent, may request an extension of the Termination Date in effect at such time to timeby one year from its then scheduled expiration. The Paying Agent shall promptly notify each Lender of such request, any Borrower may advise the Administrator and each Group Lender shall in turn, in its sole discretion, at least 20 days prior to such Anniversary Date, notify the Borrower and the Paying Agent in writing as to whether such Lender will consent to such extension. If any Lender shall fail to notify the Paying Agent and the Borrower in writing of its desire consent to extend any such request for extension of the then current Scheduled Termination Date at least 20 days prior to the scheduled occurrence thereof at such time, such Lender shall be deemed to be a Non-Consenting Lender with respect to such request. The Paying Agent shall notify the Borrower not later than 15 days prior to the pending 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 2.16, the Termination Date in effect at such time shall, effective as at the next Anniversary Date (the “Extension Date”), be extended for one calendar year; provided that on each Extension Date, no Default shall have occurred and be continuing, or shall occur as a consequence thereof and the giving of a request for extension shall constitute a representation and warranty by the Borrower that the representations and warranties contained in Section 4.01 are correct in all material respects on and as of the date of such notice and on such Extension Date, as though made on and as of such dates. If Lenders holding at least a majority in interest of the aggregate Commitments at such time consent in writing to any such request in accordance with subsection (a) of this Section 2.16, the Termination Date in effect at such time shall, effective as at the applicable Extension Date, be extended as to those Lenders that so consented (each a “Consenting Lender”) but shall not be extended as to any other Lender (each a “Non-Consenting Lender”). To the extent that the Termination Date is not extended as to any Lender pursuant to this Section 2.16 and the Commitment of such Lender is not assumed in accordance with subsection (c) of this Section 2.16 on or prior to the applicable Extension Date, the Commitment 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 2.10, 2.13, 8.03 and 8.07, and its obligations under Section 7.05, shall survive the Termination Date for such Lender as to matters occurring prior to such date. It is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for any requested extension of the Termination Date. (c) If Lenders holding at least a majority in interest of the aggregate Commitments at any time consent to any such request pursuant to subsection (a) of this Section 2.16, the Borrower may arrange for one or more Consenting Lenders or other Eligible Assignees (each such Eligible Assignee that accepts an offer to assume a Non-Consenting Lender’s Commitment as of the applicable Extension Date, and each Eligible Assignee that agrees to become a Lender hereunder pursuant to Section 2.19 being an “Assuming Lender”) to assume, effective as of the Extension Date, any Non-Consenting Lender’s Commitment and all of the obligations of such 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 amount of the Commitment of any such Assuming Lender as a result of such substitution shall in no event be less than $10,000,000 unless the amount of the Commitment of such Non-Consenting Lender is less than $10,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and 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 Revolving Credit Advances, if any, of such Non-Consenting Lender plus (B) any accrued but unpaid Facility Fees and fees pursuant to Section 2.03(c)(ii) 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 paid to such Non-Consenting Lender; and (iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section 8.06(a) for such assignment shall have been paid; provided further that such Non-Consenting Lender’s rights under Sections 2.10, 2.13, 8.03 and 8.07, and its obligations under Section 7.05, 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 Paying Agent an assumption agreement, in form and substance satisfactory to the Borrower and the Paying Agent (an “Assumption Agreement”), duly executed by such Assuming Lender, the Borrower and the Paying Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Paying Agent as to the increase in the amount of its Commitment and (C) each Non-Consenting Lender being replaced pursuant to this Section 2.16 shall have delivered to the Paying Agent any Note or Notes held by such Non-Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting 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 Lenders, and the obligations of each such Non-Consenting Lender hereunder shall, by the provisions hereof, be released and discharged. (d) If Lenders holding a majority in interest of the aggregate Commitments (after giving effect to any assumptions pursuant to subsection (c) of this Section 2.16) consent in writing to a date that is requested extension (x) not more than three hundred and sixty-four (364) days after such then current Scheduled Termination Date and (ywhether by execution or delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date, the Facility Paying Agent shall so notify the Borrower, and, so long as no Default shall have occurred and be continuing as of such Extension Date, or shall occur as a consequence thereof, the Termination Date scheduled then in effect with respect to occur pursuant to clause the Commitment of such Consenting Lenders and Assuming Lenders shall be extended for the additional one-year period described in subsection (a) of the definition thereof; provided such request is made not more than one hundred and twenty (120) days prior to, and not less than ninety (90) days prior to, the then current Scheduled Termination Date. In the event that all the Lenders in any Group are agreeable to such extension, the Administrator shall so notify such Borrower in writing (it being understood that the Lenders may accept or decline such a request in their sole discretion and on such terms as they may elect) not less than sixty (60) days prior to the then current Scheduled Termination Date and such Borrower, the applicable Servicer, the Administrator, the Group Agents and the Lenders shall enter into such documents as the Lenders may deem reasonably necessary or appropriate to reflect such extensionthis Section 2.16, and all reasonable costs references in this Agreement, and expenses incurred by in the LendersNotes, if any, to the “Termination Date” shall, with respect to each Consenting Lender and each Assuming Lender for such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Administrator and the Group Agents in connection therewith (including reasonable Attorneys’ Costs) Paying Agent shall be paid by such Borrower. If all notify the Lenders in at least one Group accept such request for extension but any Lender in any other Group declines the request for such extension (all such Lenders in Groups containing Lenders that decline such a requestincluding, “Exiting Lenders”)without limitation, then effective as each Assuming Lender) of the Scheduled extension of the scheduled Termination Date (without giving in effect immediately prior thereto and shall thereupon record in the Register the relevant information with respect to each such requested extension): (a) the Scheduled Termination Date shall be extended as agreed to by Consenting Lender and each such accepting Lender(s); (b) the Commitments of the Exiting Lenders shall terminate; and (c) the Facility Limit shall be reduced by the amount of the Group Commitments of such Exiting Assuming Lender’s Group terminated pursuant to clause (b) above.

Extension of Termination Date. From (a) At least 45 days but not more than 60 days prior to the first and/or second anniversary of the Effective Date, API, by written notice to the Administrative Agent, may request an extension of the Termination Date in effect at such time to timeby one year from its then scheduled expiration. The Administrative Agent shall promptly notify each Bank of such request, any Borrower may advise the Administrator and each Group Bank shall in turn, in its sole discretion, not later than 20 days prior to the applicable anniversary date, notify API and the Administrative Agent in writing as to whether such Bank will consent to such extension. If any Bank shall fail to notify the Administrative Agent and API in writing of its desire consent to extend any such request for extension of the then current Scheduled Termination Date at least 20 days prior to the applicable anniversary date, such Bank shall be deemed to be a date that is Non-Extending Bank with respect to such request for an extension of the Termination Date. (xb) not more than three hundred and sixty-four (364) days after If all the Banks consent in writing to any such then current Scheduled Termination Date and (y) not later than the Facility Termination Date scheduled to occur pursuant to clause request in accordance with subsection (a) of this Section 2.09, the definition thereof; provided Termination Date in effect at such time shall, effective as at the applicable anniversary of the Effective Date (an “Extension Date”), be extended for one year, subject to subsection (e) of this Section 2.09. If less than all of the Banks consent in writing to any such request in accordance with subsection (a) of this Section 2.09, the Termination Date in effect at such time shall not be extended as to any Bank that has not so consented (each a “Non-Extending Bank”). To the extent that the Termination Date is not extended as to any Bank pursuant to this Section 2.09 and the Commitment of such Bank is not assumed in accordance with subsection (c) of this Section 2.09 on or prior to the applicable Extension Date, the Commitment of such Non-Extending Bank shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by API, such Bank or any other Person. It is understood and agreed that no Bank shall have any obligation whatsoever to agree to any request made not more by API for any extension of the Termination Date. (c) If less than one hundred and twenty all of the Banks consent to any such request pursuant to subsection (120a) days prior toof this Section 2.09, the Administrative Agent shall promptly so notify the Extending Banks, and each Extending Bank may, in its sole discretion, give written notice to the Administrative Agent not less later than ninety (90) days prior to, the then current Scheduled Termination Date. In the event that all the Lenders in any Group are agreeable to such extension, the Administrator shall so notify such Borrower in writing (it being understood that the Lenders may accept or decline such a request in their sole discretion and on such terms as they may elect) not less than sixty (60) 10 days prior to the then current Scheduled Termination applicable Extension Date and of the amount of the Non-Extending Banks’ Commitments for which it is willing to accept an assignment. If the Extending Banks notify the Administrative Agent that they are willing to accept assignments of Commitments in an aggregate amount that exceeds the amount of the Commitments of the Non-Extending Banks, such Borrower, Commitments shall be allocated among the applicable Servicer, the Administrator, the Group Agents Extending Banks willing to accept such assignments in such amounts as are agreed between API and the Lenders shall enter into such documents as the Lenders may deem reasonably necessary or appropriate to reflect such extension, and all reasonable costs and expenses incurred by the Lenders, the Administrator and the Group Agents in connection therewith (including reasonable Attorneys’ Costs) shall be paid by such BorrowerAdministrative Agent. If all after giving effect to the Lenders in at least assignments of Commitments described above there remains any Commitments of Non-Extending Banks, API may arrange for one Group accept such request for extension but any Lender in any or more Extending Banks or other Group declines the request for such extension banks or financial institutions (all such Lenders in Groups containing Lenders that decline such a requesteach, an “Exiting LendersAssuming Bank”)) to assume, then effective as of the Scheduled Termination Date Extension Date, any Non-Extending Bank’s Commitment and all of the obligations of such Non-Extending Bank under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Extending Bank; provided, however, that the amount of the Commitment of any such Assuming Bank as a result of such substitution shall in no event be less than $10,000,000 unless the amount of the Commitment of such Non-Extending Bank is less than $10,000,000, in which case such Assuming Bank shall assume all of such lesser amount; and provided further that: (without giving effect i) any such Assuming Bank shall have paid to such requested extension): Non-Extending Bank (aA) the Scheduled Termination Date shall be extended aggregate principal amount of, and any interest accrued and unpaid to the effective date of the assignment on, the outstanding Loans, if any, of such Non-Extending Bank plus (B) any accrued but unpaid Commitment Fees owing to such Non-Extending Bank as agreed to by of the effective date of such accepting Lender(s)assignment; (bii) the Commitments all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Extending Bank, and all other accrued and unpaid amounts owing to such Non-Extending Bank hereunder, as of the Exiting Lenders effective date of such assignment shall terminatehave been paid to such Non-Extending Bank; and (ciii) with respect to any such Assuming Bank, the Facility Limit applicable processing and recordation fee required under Section 11.08(c) for such assignment shall be reduced by have been paid. At least three Domestic Business Days prior to the effective date of any such assignment, (A) each such Assuming Bank shall have delivered confirmation in writing satisfactory to API and the Administrative Agent as to the amount of the Group Commitments of such Exiting Lender’s Group terminated its Commitment and (B) each Non-Extending Bank being replaced pursuant to clause this Section 2.09 shall have delivered to the Administrative Agent any Note or Notes held by such Non-Extending Bank. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Assuming Bank, as of the Extension Date, will be substituted for such Non-Extending Bank under this Agreement and shall be a Bank for all purposes of this Agreement, without any further acknowledgment by or the consent of the other Banks, and the obligations of each such Non-Extending Bank hereunder shall, by the provisions hereof, be released and discharged. (d) If (after giving effect to any assignments or assumptions pursuant to subsection (c) of this Section 2.09) Banks having Commitments equal to at least 50% of the Commitments in effect immediately prior to the applicable Extension Date consent in writing to a requested extension not later than one Domestic Business Day prior to such Extension Date, the Administrative Agent shall so notify API, and, subject to subsection (e) of this Section 2.09, the Termination Date then in effect shall be extended for the additional one-year period in respect of all Extending Banks and Assuming Banks that become parties hereto pursuant to an assignment from a Non-Extending Bank as described in subsection (c) of this Section 2.09, and all references in this Agreement, and in the Notes, if any, to the “Termination Date” shall, with respect to each Extending Bank and each such Assuming Bank, refer to the Termination Date as so extended. Promptly following each Extension Date, the Administrative Agent shall notify the Banks (including, without limitation, each Assuming Bank) 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 each such Extending Bank and each such Assuming Bank. If the Termination Date is extended as provided in this paragraph (d), any Non-Extending Bank, and any assignee of a Non-Extending Bank, may become an Extending Bank by giving notice to that effect to the Administrative Agent indicating its intention to extend its Commitment to the Termination Date as so extended. (e) Notwithstanding the foregoing, no extension of the Termination Date shall become effective under this Section 2.09 unless, on the applicable Extension Date, (i) the conditions set forth in paragraphs (b) aboveand (c) of Section 6.02 (including the condition set forth in Section 6.02(c) insofar as it relates to representations and warranties contained in Sections 5.01(d)(ii) and 5.01(e) which are otherwise excluded in Section 6.02) shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer of API or (ii) the Banks shall have waived the requirements set forth in clause (i) of this sentence.

Extension of Termination Date. From time (a) At least 45 days but ----------------------------- not more than 60 days prior to the Revolver Termination Date in effect at any time, any the Borrower, by written notice to the Administrative Agent, may request an extension of the Revolver Termination Date in effect at such time for a period of 364 days from its then scheduled expiration; provided, however, that the Borrower may advise shall not have made the Administrator Term Loan Election for Advances outstanding on such Revolver Termination Date prior to the then scheduled Revolver Termination Date. The Administrative Agent shall promptly notify each Lender of such request, and each Group Lender shall in turn, in its sole discretion, not earlier than 30 days but at least 20 days prior to such Revolver Termination Date, notify the Borrower and the Administrative Agent in writing as to whether such Lender will consent to such extension. If any Lender shall fail to notify the Administrative Agent and the Borrower in writing of its desire consent to extend any such request for extension of the then current Scheduled Revolver Termination Date at least 20 days prior to the scheduled occurrence thereof at such time, such Lender shall be deemed to be a Non-Consenting Lender with respect to such request. The Administrative Agent shall notify the Borrower not later than 15 days prior to the scheduled Revolver Termination Date in effect at such time of the decision of the Lenders regarding the Borrower's request for an extension of the Revolver Termination Date. (b) If all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.19, the Revolver Termination Date shall, effective as at the Revolver Termination Date otherwise in effect at such time (the "Extension Date"), be extended for a period of 364 days from such Extension Date; 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 consequence thereof. If Lenders holding at least a majority in interest of the aggregate Commitments at such time consent in writing to any such request in accordance with subsection (a) of this Section 2.19, the Revolver Termination Date in effect at such time shall, effective as at the applicable Extension Date, be extended as to those Lenders that so consented (each a "Consenting Lender") but shall not be extended as to any other Lender (each a "Non- Consenting Lender"). To the extent that the Revolver Termination Date is not extended as to any Lender pursuant to this Section 2.19 and the Commitment of such Lender is not assumed in accordance with subsection (c) of this Section 2.19 on or prior to the applicable Extension Date, the Commitment of such Non- Consenting Lender shall automatically terminate in whole on such unextended Revolver 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, 8.04 and 8.08, and its obligations under Section 7.05, shall survive the Revolver Termination Date for such Lender as to matters occurring prior to such date. It is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for any requested extension of the Revolver Termination Date. (c) If Lenders holding at least a majority in interest of the aggregate Commitments at any time consent to any such request pursuant to subsection (a) of this Section 2.19, the Borrower may arrange for one or more Consenting Lenders or other Eligible Assignees (each such Eligible Assignee that accepts an offer to assume a Non-Consenting Lender's Commitment as of the applicable Extension Date being an "Assuming Lender") to assume, effective as of the Extension Date, any Non-Consenting Lender's Commitment and all of the obligations of such 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 amount of the Commitment of any such Assuming Lender as a result of such substitution shall in no event be less than $25,000,000 unless the amount of the Commitment of such Non-Consenting Lender is less than $25,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and 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 paid to such Non- Consenting Lender; and (iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section 8.07(a) for such assignment shall have been paid; provided further that such Non-Consenting Lender's rights under Sections 2.11, 2.14, 8.04 and 8.08, and its obligations under Section 7.05, 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 Administrative Agent an assumption agreement, in form and substance satisfactory to the Borrower and the Administrative Agent (an "Assumption Agreement"), duly executed by such Assuming Lender, such Non-Consenting Lender, the Borrower and the Administrative Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Administrative Agent as to the increase in the amount of its Commitment and (C) each Non- Consenting Lender being replaced pursuant to this Section 2.19 shall have delivered to the Administrative Agent any Note or Notes held by such Non- Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting 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 Lenders, and the obligations of each such Non- Consenting Lender hereunder shall, by the provisions hereof, be released and discharged. (d) If all of the Lenders (after giving effect to any assignments pursuant to subsection (b) of this Section 2.19) consent in writing to a date that is requested extension (x) not more than three hundred and sixty-four (364) days after such then current Scheduled Termination Date and (ywhether by execution or delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date, the Facility Administrative 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 Extension Date, or shall occur as a consequence thereof, the Revolver Termination Date scheduled to occur pursuant to clause then in effect shall be extended for the 364-day period described in subsection (a) of the definition thereof; provided such request is made not more than one hundred and twenty (120) days prior to, and not less than ninety (90) days prior to, the then current Scheduled Termination Date. In the event that all the Lenders in any Group are agreeable to such extension, the Administrator shall so notify such Borrower in writing (it being understood that the Lenders may accept or decline such a request in their sole discretion and on such terms as they may elect) not less than sixty (60) days prior to the then current Scheduled Termination Date and such Borrower, the applicable Servicer, the Administrator, the Group Agents and the Lenders shall enter into such documents as the Lenders may deem reasonably necessary or appropriate to reflect such extensionthis Section 2.19, and all reasonable costs references in this Agreement, and expenses incurred by in the LendersNotes, if any, to the " Revolver Termination Date" shall, with respect to each Consenting Lender and each Assuming Lender for such Extension Date, refer to the Revolver Termination Date as so extended. Promptly following each Extension Date, the Administrator and the Group Agents in connection therewith (including reasonable Attorneys’ Costs) Administrative Agent shall be paid by such Borrower. If all notify the Lenders in at least one Group accept such request for extension but any Lender in any other Group declines the request for such extension (all such Lenders in Groups containing Lenders that decline such a requestincluding, “Exiting Lenders”)without limitation, then effective as each Assuming Lender) of the Scheduled extension of the scheduled Revolver Termination Date (without giving in effect immediately prior thereto and shall thereupon record in the Register the relevant information with respect to each such requested extension): (a) the Scheduled Termination Date shall be extended as agreed to by Consenting Lender and each such accepting Lender(s); (b) the Commitments of the Exiting Lenders shall terminate; and (c) the Facility Limit shall be reduced by the amount of the Group Commitments of such Exiting Assuming Lender’s Group terminated pursuant to clause (b) above.

Extension of Termination Date. From (a) At least 30 days but not more than 60 days prior to the Termination Date, the Borrower, by written notice to the Administrative Agent, may request, with respect to the Revolving Credit Commitments and the Letter of Credit Commitments then outstanding, a single one-year extension of the Termination Date. The Administrative Agent shall promptly notify each Lender of such request and the Termination Date in effect at such time shall, effective as at the Termination Date (the "EXTENSION DATE"), be extended for an additional one year period, provided that (i) the Collateral Agent shall have received no later than 10 days prior to time, the Extension Date a recent Appraisal of each Eligible Real Estate Asset (it being understood and agreed that any Borrower may advise Appraisals previously delivered to the Administrator and each Group Collateral Agent in writing satisfaction of its desire a request made pursuant to extend Section 5.01(k)(iii) shall satisfy the then current Scheduled Termination Date to requirements of this subsection (i)) and (ii) on the Extension Date, the following statements shall be true in all material respects and the Administrative Agent shall have received for the account of each Lender Party a date that is certificate signed by a duly authorized officer of the Borrower, dated the Extension Date, stating that: (x) not more than three hundred the representations and sixty-four (364) days after such then current Scheduled Termination Date warranties contained in Section 4.01 are true and correct on and as of the Extension Date, and (y) not later than the Facility Termination Date scheduled to occur pursuant to clause (a) of the definition thereof; provided no Default has occurred and is continuing or would result from such request is made not more than one hundred and twenty (120) days prior to, and not less than ninety (90) days prior to, the then current Scheduled Termination Dateextension. In the event that an extension is effected pursuant to this Section 2.16, the aggregate principal amount of all Advances shall be repaid in full ratably to the Lenders on the Termination Date as so extended. As of the Extension Date, any and all references in any Group are agreeable to such extensionthis Agreement, the Administrator shall so notify such Borrower in writing (it being understood that Notes, if any, or any of the Lenders may accept or decline such a request in their sole discretion and on such terms as they may elect) not less than sixty (60) days prior other Loan Documents to the then current Scheduled "Termination Date" shall refer to the Termination Date and such Borrower, the applicable Servicer, the Administrator, the Group Agents and the Lenders shall enter into such documents as the Lenders may deem reasonably necessary or appropriate to reflect such extension, and all reasonable costs and expenses incurred by the Lenders, the Administrator and the Group Agents in connection therewith (including reasonable Attorneys’ Costs) shall be paid by such Borrower. If all the Lenders in at least one Group accept such request for extension but any Lender in any other Group declines the request for such extension (all such Lenders in Groups containing Lenders that decline such a request, “Exiting Lenders”), then effective as of the Scheduled Termination Date (without giving effect to such requested extension): (a) the Scheduled Termination Date shall be extended as agreed to by such accepting Lender(s);so extended. (b) The Borrower shall pay to the Commitments Administrative Agent for the account of the Exiting Lenders shall terminate; and (c) the a Facility Limit shall be reduced by the extension fee in an amount equal to 0.25% of the Group total Revolving Credit Commitments of such Exiting Lender’s Group terminated pursuant to clause (b) abovethen outstanding, payable on the Extension Date.

Extension of Termination Date. From (a) At least 45 days but not more than 75 days prior to the next Anniversary Date, the Borrower, by written notice to the Designated Agent, may request an extension of the Termination Date in effect at such time by one calendar year from its then scheduled date; provided, however, that if the Borrower does not request an extension of the Termination Date in a timely manner prior to timeany Anniversary Date it may, any Borrower may advise but shall not be obligated to, request that the Administrator 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 Group 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 desire consent to extend any such request for extension of the then current Scheduled Termination Date 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 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 consequence thereof. If less than 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 the applicable Extension Date, be extended as to those Lenders that so consented (each, an “Extending Lender”) but shall not be extended as to any other Lender (each, a “Declining Lender”). To the extent that the Termination Date is not extended as to any Lender pursuant to this Section 2.20 and the Commitment of such Lender is not assumed in accordance with subsection (c) of this Section 2.20 on or prior to the 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; provided that such Declining Lender’s rights under Sections 2.11, 2.14, 8.04 and 8.08, and its obligations under Section 7.05, shall survive the Termination Date for such Lender as to matters occurring prior to such date. It is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for any requested extension of the Termination Date. (c) If there are any Declining Lenders, the Borrower may arrange for one or more Extending Lenders or other Eligible Assignees to assume, effective as of the Extension Date, any Declining Lender’s Commitment and all of the obligations of such Declining Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Declining Lender; provided, however, that the amount of the Commitment of any such Assuming Lender as a result of such substitution shall in no event be less than $25,000,000 unless the amount of the Commitment of such Declining Lender is less than $25,000,000, in which case such 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 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 paid to such Declining Lender; and (iii) with respect to any such Assuming Lender, any applicable processing and recordation fee required under Section 8.07(a) for such assignment shall have been paid; provided further that such Declining Lender’s rights under Sections 2.11, 2.14, 8.04 and 8.08, and its obligations under Section 7.05, 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 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 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 date that is requested extension (xwhether by written consent pursuant to subsection (a) not more than three hundred of this Section 2.20, by execution and sixty-four (364) days after such then current Scheduled Termination Date and (ydelivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date, the Facility 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 Extension Date, or shall occur as a consequence thereof, the Termination Date scheduled to occur pursuant to clause then in effect shall be extended for the additional one-year period or two-year period, as the case may be, as described in subsection (a) of the definition thereof; provided such request is made not more than one hundred and twenty (120) days prior to, and not less than ninety (90) days prior to, the then current Scheduled Termination Date. In the event that all the Lenders in any Group are agreeable to such extension, the Administrator shall so notify such Borrower in writing (it being understood that the Lenders may accept or decline such a request in their sole discretion and on such terms as they may elect) not less than sixty (60) days prior to the then current Scheduled Termination Date and such Borrower, the applicable Servicer, the Administrator, the Group Agents and the Lenders shall enter into such documents as the Lenders may deem reasonably necessary or appropriate to reflect such extensionthis Section 2.20, and all reasonable costs references in this Agreement, and expenses incurred by in the LendersNotes, if any, to the “Termination Date” shall, with respect to each Extending Lender and each Assuming Lender for such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Administrator and the Group Agents in connection therewith (including reasonable Attorneys’ Costs) Designated Agent shall be paid by such Borrower. If all notify the Lenders in at least one Group accept such request for extension but any Lender in any other Group declines the request for such extension (all such Lenders in Groups containing Lenders that decline such a requestincluding, “Exiting Lenders”)without limitation, then effective as each Assuming Lender) of the Scheduled extension of the scheduled Termination Date (without giving in effect immediately prior thereto and shall thereupon record in the Register the relevant information with respect to each such requested extension): (a) the Scheduled Termination Date shall be extended as agreed to by Extending Lender and each such accepting Lender(s); (b) the Commitments of the Exiting Lenders shall terminate; and (c) the Facility Limit shall be reduced by the amount of the Group Commitments of such Exiting Assuming Lender’s Group terminated pursuant to clause (b) above.

Extension of Termination Date. From time to time, any Borrower may advise the Administrator and each Group Agent in writing of its desire to extend the then current Scheduled Termination Date to a date that is (x) On or not more than three hundred 30 days before May 1, 1998, and sixty-four on or not more than 30 days before May 1 of every second year thereafter, Pentair may, by written notice to each Bank (364) days after such then current Scheduled with copies to the Agents), request that the Termination Date and (y) not later than be extended for an additional two years, effective as of the Facility following June 30; provided, however, that no such request will be considered if the Termination Date scheduled to occur pursuant to clause was not extended upon any previous request. The Banks will indicate their acceptance or rejection of any requested extension as follows: (a) If all Banks notify Pentair (with copies to the Agents) in writing within 30 days after receipt of notice of a requested extension of their acceptance of the definition thereof; provided requested extension, the extension shall be deemed to have been granted. (b) If Banks which hold in the aggregate less than one-third of the outstanding Commitments of all of the Banks notify Pentair (with copies to the Agents) in writing within 30 days after receipt of notice of a requested extension that they consent to the requested extension, the extension shall be deemed to have been rejected. (c) If Banks which hold in the aggregate one-third or more but less than all of the outstanding Commitments of all of the Banks notify Pentair (with copies to the Agents) in writing within 30 days after receipt of notice of a requested extension that they consent to the requested extension, the extension shall be deemed to have been rejected unless the Banks which consented to the requested extension, or any combination of the consenting Banks, agree, within 15 days after receipt from Pentair of written notice that one or more Banks have consented to the extension, to increase their Commitment(s) by the amount of the aggregate Commitments of the non-consenting Banks. If the consenting Banks, or any combination of them, agree to increase their Commitments by the aggregate amount of the Commitments of the non-consenting Banks, the requested extension shall be deemed to have been granted and the Commitments of the Banks altered as follows: (1) If only one Bank agrees to increase its Commitment, the Commitment of such request is made not Bank shall be increased as of the effective date of the extension by the amount of the Commitments of the non-consenting Banks. If more than one hundred and twenty (120) days prior to, and not less than ninety (90) days prior toBank agrees to increase their Commitments, the then current Scheduled Commitments of the non-consenting Banks shall be allocated among the Banks desiring increased Commitments in such proportion or proportions as Pentair in its sole discretion elects; provided, however, that no Bank shall be required to accept an increase in its Commitment which is larger than the increase to which it has previously agreed. (2) On the effective date of the extension of the Termination Date. In the event that all the Lenders in any Group are agreeable to such extension, the Administrator Banks which have elected to increase their Commitments shall so notify such Borrower in writing (it being understood that the Lenders may accept or decline such a request in their sole discretion and on such terms as they may elect) not less than sixty (60) days prior make Loans to the then current Scheduled Termination Date Borrowers, subject to the terms of Section 10.1, in the amounts and in the currencies of the aggregate principal balance of the Notes payable to the non-consenting Banks. Each consenting Bank shall share in such Borrower, Loans in the applicable Servicer, the Administrator, the Group Agents and the Lenders shall enter into such documents same proportion as the Lenders may deem reasonably necessary or appropriate amount by which its Commitment is increased bears to reflect such extension, and the aggregate increases in the Commitments of all reasonable costs and expenses incurred by of the Lenders, the Administrator and the Group Agents in connection therewith (including reasonable Attorneys’ Costsconsenting Banks. The proceeds of all Loans made pursuant to this Section 2.3(c) shall be paid by the Banks making the same to the applicable Agent which shall promptly remit the proceeds of such BorrowerLoans to the non-consenting Banks in repayment of the Notes payable to such Banks (and the applicable Borrowers shall concurrently pay to the non-consenting Banks any amount payable pursuant to Section 2.9 as if such Borrowers had prepaid the Loans of such non-consenting Banks on such date). If all the Lenders in at least one Group accept such request for extension but any Lender in any other Group declines the request for such extension (all such Lenders in Groups containing Lenders that decline such a request, “Exiting Lenders”), then effective Effective as of the Scheduled Termination Date (without giving effect to such requested extension): (a) the Scheduled Termination Date shall be extended as agreed to by such accepting Lender(s); (b) the Commitments effective date of the Exiting Lenders extension of the Termination Date, the Commitment(s) of the non-consenting Bank(s) shall terminate; and (c) the Facility Limit shall be reduced by the amount of the Group Commitments of such Exiting Lender’s Group terminated pursuant to clause (b) above.

Extension of Termination Date. From time (a) Subject to timethe satisfaction of the conditions set out in paragraph (c) below, any Borrower the Company may advise request a single extension of the Administrator and each Group Agent in writing of its desire to extend the then current Scheduled Initial Termination Date to a date that is falling up to 6 years after (xand including) the date of this Agreement (such date the "Extended Termination Date") by giving notice to the Agent (the "Extension Notice") not more earlier than three hundred 50 Business Days, and sixty-four (364) days after such then current Scheduled Termination Date and (y) not later than 15 Business Days, prior to the Initial Termination Date. (b) The Agent must forward a copy of the Extension Notice to each of the Lenders then participating in a Facility as soon as reasonably practicable after receipt thereof. (c) The Initial Termination Date scheduled will be automatically extended to occur pursuant to clause the Extended Termination Date if: (ai) the term of the definition thereofSenior Facility Agreement then in place already extends to a date falling not earlier than the proposed Extended Termination Date; (ii) the Company certifies in the Extension Notice that, as at the date of the Extension Notice no Event of Default is continuing; provided such request and (iii) on the date of the Initial Termination Date: (A) the Enforcement Change of Control Waiver has been granted in accordance with Clause 7.10 (Enforcement Change of Control Waiver); (B) no Event of Default is made continuing; (C) no Senior Event of Default is continuing; and (D) the payment of any extension fee in the amount and at the times agreed in a Fee Letter. (d) If the Initial Termination Date cannot more than one hundred and twenty be automatically extended to the Extended Termination Date in accordance with paragraph (120c) days prior to, and above because any of the conditions set out in paragraph (c) cannot less than ninety (90) days prior tobe satisfied, the then current Scheduled Company shall still be entitled to serve the Extension Notice on the Agent and request the extension of the Initial Termination Date to the Extended Termination Date. In this event, any extension of the event that all Initial Termination Date to the Extended Termination Date will be granted or rejected in the absolute discretion of the Lenders in (and, if granted, subject to any Group are agreeable to such extension, the Administrator shall so notify such Borrower in writing (it being understood that the Lenders may accept or decline such a request in their sole discretion and on such terms as they may elect) not less than sixty (60) days prior to the then current Scheduled Termination Date and such Borrower, the applicable Servicer, the Administrator, the Group Agents and the Lenders shall enter into such documents as the Lenders may deem reasonably necessary or appropriate to reflect such extension, and all reasonable costs and expenses incurred conditions imposed by the Lenders, the Administrator and the Group Agents ). (e) No increase in Coupon will be applied in connection therewith (including reasonable Attorneys’ Costs) shall be paid by such Borrower. If all the Lenders in at least one Group accept such request for with any extension but any Lender in any other Group declines the request for such extension (all such Lenders in Groups containing Lenders that decline such a request, “Exiting Lenders”), then effective as of the Scheduled Initial Termination Date (without giving effect to such requested extension): (a) the Scheduled Termination Date shall be extended as agreed to by such accepting Lender(s); (b) the Commitments of the Exiting Lenders shall terminate; and (c) the Facility Limit shall be reduced by the amount of the Group Commitments of such Exiting Lender’s Group terminated pursuant to clause (b) abovethis Clause 6.2.

Extension of Termination Date. From time (a) 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 be acceptable to timethe Administrative Agent (the “Extension of Termination Date Request”) to the Administrative Agent, who shall promptly forward such notice to each of the Lenders, not less than 30 days and not more than 90 days prior to each anniversary of the Closing Date, 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, the “Requested Termination Date”); provided that the Company may request such 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 Borrower may advise such notice from a Borrower, notify the Administrator Company and each Group the Administrative Agent in writing of its desire election to extend or not to extend the then current Scheduled Existing Termination Date with respect to a date that is (x) its Commitment. Any Lender which shall not more than three hundred and sixty-four (364) days after such then current Scheduled Termination Date and (y) not later than timely notify the Facility Termination Date scheduled to occur pursuant to clause (a) of the definition thereof; provided such request is made not more than one hundred and twenty (120) days prior to, and not less than ninety (90) days prior to, the then current Scheduled Termination Date. In the event that all the Lenders in any Group are agreeable to such extension, the Administrator shall so notify such Borrower in writing (it being understood that the Lenders may accept or decline such a request in their sole discretion and on such terms as they may elect) not less than sixty (60) days prior to the then current Scheduled Termination Date and such Borrower, the applicable Servicer, the Administrator, the Group Agents Company and the Lenders shall enter into such documents as Administrative Agent of its election to extend the Lenders may deem reasonably necessary or appropriate to reflect such extension, and all reasonable costs and expenses incurred by the Lenders, the Administrator and the Group Agents in connection therewith (including reasonable Attorneys’ Costs) shall be paid by such Borrower. If all the Lenders in at least one Group accept such request for extension but any Lender in any other Group declines the request for such extension (all such Lenders in Groups containing Lenders that decline such a request, “Exiting Lenders”), then effective as of the Scheduled Termination Date (without giving effect to such requested extension): (a) the Scheduled Existing Termination Date shall be extended 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 an election not to extend or fails to timely notify the Company and the Administrative Agent of its election being referred to as agreed a “Terminating Lender”). No Lender shall have any obligation to by extend the Existing Termination Date without such accepting Lender(s);Lender’s written consent, which may be withheld in such Lender’s sole discretion. (b) If and only if the Required Lenders shall have agreed in writing during the 20 day period referred to in Section 2.09(a) to extend the Existing Termination Date, then (i) the Commitments of the Exiting Lenders other than Terminating Lenders (the “Continuing Lenders”) shall, subject to the other provisions of this Agreement, be extended to the Requested Termination Date specified in the Extension of Termination Date Request from the Company, and as to such Lenders the term “Termination Date”, as used herein, shall on and after the date as of which the requested extension is effective mean such Requested Termination Date, provided that if such date is not a Business Day, then such Requested Termination Date shall be the next preceding Business Day and (ii) the Commitments of the Terminating Lenders shall continue until the then-applicable Existing Termination Date, and shall then terminate; and , and as to the Terminating Lenders, the term “Termination Date”, as used herein, shall continue to mean such Existing Termination Date. The Administrative Agent shall promptly notify (cA) the Facility Limit shall be reduced by Lenders and the amount Borrowers of any extension of any Existing Termination Date pursuant to this Section 2.09 and (B) the Group Commitments Company and the Lenders of any Lender which becomes a Terminating Lender (the date of such Exiting Lender’s Group terminated pursuant notification being referred to clause (b) aboveherein as the “Extension Confirmation Date”).

Extension of Termination Date. From time (i) At least 30 days but not more than 60 days prior to timeeach anniversary of the Effective Date (any such applicable anniversary of the Effective Date, any Borrower the “Extension Date”), Kraft Foods, by written notice to the Administrative Agent, may advise request that each Lender extend the Administrator Termination Date for such Lender’s Commitment for an additional one-year period. (ii) The Administrative Agent shall promptly notify each Lender of such request and each Group Lender shall then, in its sole discretion, notify Kraft Foods and the Administrative Agent in writing of its desire to extend the then current Scheduled Termination Date to a date that is (x) not more than three hundred and sixty-four (364) days after such then current Scheduled Termination Date and (y) not no later than the Facility Termination Date scheduled to occur pursuant to clause (a) of the definition thereof; provided such request is made not more than one hundred and twenty (120) days prior to, and not less than ninety (90) days prior to, the then current Scheduled Termination Date. In the event that all the Lenders in any Group are agreeable to such extension, the Administrator shall so notify such Borrower in writing (it being understood that the Lenders may accept or decline such a request in their sole discretion and on such terms as they may elect) not less than sixty (60) 20 days prior to the then current Scheduled Extension Date whether such Lender will consent to the extension (each such Lender consenting to the extension, an “Extending Lender”). The failure of any Lender to notify the Administrative Agent of its intent to consent to any extension shall be deemed a rejection by such Lender. (iii) Subject to satisfaction of the conditions in Section 3.03(a) and (b) as of the Extension Date, the Termination Date in effect at such time shall be extended for an additional one-year period; provided, however, that (A) no such extension shall be effective (1) unless the Required Lenders agree thereto and (2) as to any Lender that does not agree to such Borrowerextension (any such Lender, a “Non-Extending Lender”) and (B) Kraft Foods may only request an extension of the applicable Servicer, Termination Date on the Administrator, first four anniversaries of the Group Agents and Effective Date. (iv) To the Lenders shall enter into such documents as the Lenders may deem reasonably necessary or appropriate to reflect such extension, and all reasonable costs and expenses incurred by the extent that there are Non-Extending Lenders, the Administrator Administrative Agent shall promptly so notify the Extending Lenders, and each Extending Lender may, in its sole discretion, give written notice to Kraft Foods and the Group Agents in connection therewith (including reasonable Attorneys’ Costs) shall be paid by such Borrower. If all Administrative Agent no later than 15 days prior to the Lenders in at least one Group accept such request for extension but any Lender in any other Group declines the request for such extension (all such Lenders in Groups containing Lenders that decline such a request, “Exiting Lenders”), then effective as Extension Date of the Scheduled Termination Date (without giving effect to such requested extension): (a) the Scheduled Termination Date shall be extended as agreed to by such accepting Lender(s); (b) amount of the Commitments of the Exiting Non-Extending Lenders shall terminate; andthat it is willing to assume. (cv) Kraft Foods shall be permitted to replace any Lender that is a Non-Extending Lender with a replacement financial institution or other entity (each, a “New Lender”); provided that (A) the Facility Limit New Lender shall purchase, at par, all Advances and other amounts owing to such replaced Lender on or prior to the date of replacement, (B) the Borrower shall be reduced by liable to such replaced Lender under Section 9.04(b) if any LIBO Rate Advance or Floating Rate Bid Advance owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto, (C) the replaced Lender shall be obligated to assign its Commitment and Advances to the applicable replacement Lender or Lenders in accordance with the provisions of Section 9.07 (provided that Kraft Foods shall be obligated to pay the processing and recordation fee referred to therein), (D) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 2.12 or 2.15(a), as the case may be and (E) any such replacement shall not be deemed to be a waiver of any rights that Kraft Foods, the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender. (vi) If the Extending Lenders and the New Lenders are willing to commit amounts that, in an aggregate, exceed the amount of the Group Commitments of such Exiting the Non-Extending Lenders, Kraft Foods and the Administrative Agent shall allocate the Commitments of the Non-Extending Lenders among them. (vii) If any financial institution or other entity becomes a New Lender or any Extending Lender’s Group terminated Commitment is increased pursuant to clause this Section 2.10(b), Pro Rata Advances made on or after the applicable Extension Date shall be made in accordance with the pro rata provisions of Section 2.01 based on the respective Commitments in effect on and after the applicable Extension Date. (bviii) aboveIn connection herewith, the Administrative Agent shall enter in the Register (A) the names of any New Lenders, (B) the respective allocations of any Extending Lenders and New Lenders effective as of each Extension Date and (C) the Termination Date applicable to each Lender.

Extension of Termination Date. From time (a) At least 30 but no more than 45 days prior to timethe end of the then-current Revolving Period, any the Borrower may advise may, by delivering a written request to the Administrator and Administrative Agent (each Group Agent such request being irrevocable), request that the Revolving Period be extended for an additional period of 364 days, commencing on the last day of the then-current Revolving Period. Any such notice shall also indicate whether the Borrower elects, in writing of its desire the event that the Lenders determine not to extend the then current Scheduled Revolving Period as requested by the Borrower, to extend the then-stated Termination Date from the last day of the then-current Revolving Period to a date that is the first anniversary of the last day of the then-current Revolving Period (x) not more than three hundred and sixty-four (364) days after any such then current Scheduled 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. (b) No earlier than 30 days prior, and (y) not no later than 20 days prior, to the Facility Termination Date scheduled to occur pursuant to clause (a) end of the definition thereof; provided such 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 made not more than one hundred and twenty (120) days prior to, and not less than ninety (90) days prior to, the then current Scheduled Termination Date. In the event that all the Lenders in any Group are agreeable acceptable to such extensionLender, the Administrator shall so notify such Borrower in writing (it being understood that the Lenders may accept or decline such a request determination by each Lender will be in their its sole and absolute discretion and on that the failure of any Lender to so respond within such terms as they may elect) not less 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 sixty (60) 15 days prior to the then end of the then-current Scheduled Termination Date and such Revolving Period. (c) Subject to the 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 applicable Servicerthen-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 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(i) hereof in which case the then-current Revolving Period shall be extended for such additional period with respect to such Commitments. (d) Subject to the satisfaction of the conditions set forth in Section 3.03, in the event that (i) Lenders having 50% or less of 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(i) hereof, when aggregated with the Commitments of such consenting Lenders, comprise more than 50% of the Commitments, the Administrator, then-current Revolving Period shall be extended for an additional period of 364 days with respect to such Commitments. The Commitments of the Group Agents Non-Consenting Lenders shall automatically terminate on the last day of the then-current Revolving Period (and the Lenders principal amount of all Advances made by such Non-Consenting Lenders, together with accrued interest to such date, shall enter into such documents as be repaid), unless assigned pursuant to Section 8.07(i) hereof. (e) Subject to the Lenders may deem reasonably necessary or appropriate to reflect such extensionsatisfaction of the condition set forth in Section 3.03(d)(ii), and all reasonable costs and expenses incurred in the event that any request by the Lenders, the Administrator Borrower pursuant to subsection (a) above shall be denied and the Group Agents Borrower shall have indicated in connection therewith (including reasonable Attorneys’ Costs) shall be paid by such Borrower. If all the Lenders in at least one Group accept such request for extension but any Lender that, in any other Group declines the request for event of such extension (all such Lenders in Groups containing Lenders that decline such a requestdenial, “Exiting Lenders”)it has determined to effect the Term Election, then then, effective as of the Scheduled Termination Date (without giving effect to such requested extension): (a) last day of the Scheduled Revolving Period, the Termination Date shall be extended to the first anniversary of such day. In addition, in the event that the Borrower shall not have 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 at least ten Business Days prior to the last day of the then-current Revolving Period (which shall promptly give notice thereof to the Lenders), whereupon, subject to the satisfaction of the condition set forth in Section 3.03(d)(ii), the Termination Date shall, effective as agreed of such last day, be extended to by the first anniversary of such accepting Lender(s);last day. (bf) Notwithstanding anything contained herein to the Commitments 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 Exiting Lenders shall terminate; andgiving of such notice or on the last day of the then-current Revolving Period. (cg) Notwithstanding any other provision of this Agreement, the Facility Limit shall Revolving Period may be reduced by extended more than once pursuant to this Section 2.16 and the amount Term Election may be effected on the last day of the Group Commitments of such Exiting Lender’s Group terminated Revolving Period whether or not the same has been extended one or more times pursuant to clause (b) abovethis Section 2.16.

Extension of Termination Date. From time (a) The Borrower may, by delivering an Extension Request to time, any Borrower may advise the Administrator and each Group Agent in writing of its desire to extend the then current Scheduled Termination Date to a date that is Agent: (x) not more than three hundred and sixty-four (364) days after such then current Scheduled Termination Date and (yi) not later than 30 Business Days prior to the Facility Termination Date scheduled to occur pursuant to clause (a) or such later date as the Borrower and the Agent on the instructions of the definition thereof; provided such request is made not more than one hundred and twenty (120) days prior to, and not less than ninety (90) days prior to, the then current Scheduled Termination Date. In the event that all the Lenders in any Group are agreeable to such extension, the Administrator shall so notify such Borrower in writing (it being understood that of the Lenders may accept or decline such a request in their sole discretion and on such terms as they may electagree); and (ii) not less earlier than sixty (60) days six months prior to the then current Scheduled Termination Date and (or such Borrower, earlier date as the applicable Servicer, the Administrator, the Group Agents Borrower and the Lenders shall enter into such documents as Agent on the instructions of all of the Lenders may deem reasonably necessary or appropriate to reflect such extension, and all reasonable costs and expenses incurred by the Lenders, the Administrator and the Group Agents in connection therewith (including reasonable Attorneys’ Costs) shall be paid by such Borrower. If all the Lenders in at least one Group accept such request for extension but any Lender in any other Group declines the request for such extension (all such Lenders in Groups containing Lenders that decline such a request, “Exiting Lenders”agree), then effective as request an extension of the Scheduled Termination Date in relation to all or any of the Facilities to the date specified in that Extension Request (without giving effect to such requested extension): (a) the Scheduled Extended Termination Date shall be extended as agreed to by such accepting Lender(sDate);. (b) An Extension Request is irrevocable. (c) The Borrower may deliver no more than one Extension Request. (d) The Agent (acting on the Commitments instructions of all the Lenders participating in that Facility) must respond to an Extension Request not later than 20 Business Days (or such later date as the Borrower and the Agent on the instructions of the Exiting Lenders shall terminatemay agree) after receipt of that Extension Request. (e) The Lenders may agree to or reject an Extension Request in their sole and absolute discretion, and nothing will oblige a Lender to agree to an Extension Request. (f) If the Agent does not respond to an Extension Request by the date specified in paragraph (d) above, then the Lenders will be deemed to have refused that Extension Request. (g) If a Lender (an Extending Lender) agrees to an Extension Request in accordance with this Clause 7.2, then the relevant extension of the Termination Date in relation to the Facilities or the Facility specified for that Lender will take effect on the date falling 5 Business Days after the date of their acceptance under paragraph (e) above, provided that: (i) the Agent has notified the Borrower that it has received (in form and substance satisfactory to it, acting on the instructions of all Lenders) any documents and other evidence the Agent has previously notified the Borrower it requires in order to ensure that the obligations of the Obligors under the Finance Documents, and the Transaction Security and any subordination expressed to be created under the Intercreditor Agreement or the SSO Subordination Agreement, will extend to the Total Commitments as amended by that extension; (ii) no Event of Default is continuing and no Default would result from the extension; (iii) the Repeating Representations deemed to be made at that time by each Obligor are true in all material respects; and (civ) the Facility Limit shall be reduced by Borrower pays any extension fee agreed to the Extending Lenders as agreed between it and the Extending Lender in full at the time and in the amount set out in any Fee Letter referred to in Clause 15.5 (Extension fee). (h) If the Termination Date in relation to the Facilities or a Facility for an Extending Lender is extended under this Clause 7.2, then the Termination Date for that Facility or Facilities in relation to the Commitment of the Group Commitments of relevant Extending Lenders will be the Extended Termination Date (or, if such Exiting Lender’s Group terminated pursuant to clause (b) abovedate is not a Business Day, the immediately preceding Business Day).

Extension of Termination Date. From (a) At least 60 days but not more than 90 days prior to the first or second anniversary of the Closing Date, as the case may be, the Borrower, by written notice to the Administrative Agent, may request an extension of the Termination Date in effect at such time to timeby one year from its then scheduled expiration. The Administrative Agent shall promptly notify each Lender of such request, any Borrower may advise the Administrator and each Group Lender shall in turn, in its sole discretion, not later than 30 days prior to the first or second anniversary of the Closing Date, as applicable, notify the Borrower and the Administrative Agent in writing as to whether such Lender will consent to such extension, such notice to be in substantially the form of Exhibit K hereto. If any Lender shall fail to notify the Administrative Agent and the Borrower in writing of its desire consent to extend any such request for extension of the then current Scheduled Termination Date at least 30 days prior to the first or second anniversary of the Closing Date, as applicable, such Lender shall be deemed to not have consented to such request (a “Non-Consenting Lender”). The Administrative Agent shall notify the Borrower in writing not later than 15 days prior to the first or second anniversary of the Closing Date, as applicable, of the decision of the Lenders regarding the Borrower’s request for an extension of the Termination Date. (b) If all 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 the first or second anniversary of the Closing Date, as the case may be (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 2.20, the Termination Date in effect at such time shall, subject to Lenders having more than 65% of the Commitments consenting to a requested extension in accordance with subsection (d) of this Section 2.20 and effective as at the applicable Extension Date, be extended as to those Lenders that so consented (each, a “Consenting Lender”) but shall not be extended as to any other Lender pursuant to this Section 2.20 and if the Commitments of such Lender is not assumed in accordance with subsection (c) of this Section 2.20 on or prior to the applicable Extension Date, the Commitment 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 Section 2.15, 8.3 and 9.3 and its obligations under Section 7.6 shall survive the Termination Date for such Lender as to matters occurring prior to such date. It is understood and agreed that no Lender shall have any obligation whatsoever to agree as to any request made by the Borrower for any requested extension of the Termination Date. (c) The Borrower may arrange for one or more Consenting Lenders or other Assignees that agree to an extension of the Termination Date (an “Assuming Lender”) to assume, effective as of the Extension Date, any Non-Consenting Lender’s Commitment under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting Lender; provided, however, that the amount of the Commitment of any such Assuming Lender as a result of such substitution shall in no event be less than $10,000,000 unless the amount of the Commitment of such Non-Consenting Lender is less than $10,000,000, in which case such Assuming Lender shall assume all such lesser amount; and 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 Loans, 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, reimbursement, 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 paid to such Non-Consenting Lender; and (iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section 9.6(c) for such assignment shall have been paid by the Assuming Lender; provided, further that is such Non-Consenting Lender’s rights under Sections 2.17, 8.3 and 9.3, and its obligations under Sections 2.15 and 7.6, shall survive such substitution as to matters occurring prior to the date of substitution. At least three Business Days prior to any Extension Date, (xA) not each such Assuming Lender, if any, shall deliver to the Borrower and the Administrative Agent an Assignment and Assumption Agreement duly executed by such Assuming Lender, such Non-Consenting Lender, the Borrower and the Administrative Agent, (B) any such Consenting Lender shall deliver confirmation in writing satisfactory to the Borrower and the Administrative Agent as to the increase in the amount of its Commitments and (C) each Non-Consenting Lender being replaced pursuant to this Section 2.20 shall deliver to the Administrative Agent any Note or Notes held by such Non-Consenting Lender. Upon the payment or prepayment of all amounts referred to in clause (i), (ii) and (iii) of the immediately preceding sentence, each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting 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 Lenders, and the obligations of each such Non-Consenting Lender hereunder shall, by the provisions hereof, be released and discharged. (d) If the Lenders having more than three hundred 65% of the Commitments (after giving effect to any assignments pursuant to subsection (c) of this Section 2.20) consent in writing to a requested extension (whether by execution or delivery of an Assignment and sixty-four (364) days after such then current Scheduled Termination Date and (yAssumption or otherwise) not later than one Domestic Business Day prior to such Extension Date, the Facility Agent shall so notify the Borrower, and, upon satisfaction of the applicable conditions set forth in Article III, the Termination Date scheduled to occur pursuant to clause then in effect shall be extended for an additional one-year period as described in subsection (a) of the definition thereof; provided such request is made not more than one hundred and twenty (120) days prior to, and not less than ninety (90) days prior to, the then current Scheduled Termination Date. In the event that all the Lenders in any Group are agreeable to such extension, the Administrator shall so notify such Borrower in writing (it being understood that the Lenders may accept or decline such a request in their sole discretion and on such terms as they may elect) not less than sixty (60) days prior to the then current Scheduled Termination Date and such Borrower, the applicable Servicer, the Administrator, the Group Agents and the Lenders shall enter into such documents as the Lenders may deem reasonably necessary or appropriate to reflect such extensionthis Section 2.20, and all reasonable costs references in this Agreement, and expenses incurred by in the LendersNotes, if any, to such “Termination Date” shall, with respect to each such Consenting Lender and each Assuming Lender for such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Administrator and the Group Agents in connection therewith (including reasonable Attorneys’ Costs) Administrative Agent shall be paid by such Borrower. If all notify the Lenders in at least one Group accept such request for extension but any Lender in any other Group declines the request for such extension (all such Lenders in Groups containing Lenders that decline such a requestincluding, “Exiting Lenders”)without limitation, then effective as each Assuming Lender) of the Scheduled extension of the scheduled Termination Date (without giving in effect immediately prior thereto and shall thereupon record in the Register the relevant information with respect to each such requested extension): (a) the Scheduled Termination Date shall be extended as agreed to by Consenting Lender and each such accepting Lender(s); (b) the Commitments of the Exiting Lenders shall terminate; and (c) the Facility Limit shall be reduced by the amount of the Group Commitments of such Exiting Assuming Lender’s Group terminated pursuant to clause (b) above.

Extension of Termination Date. From time to time, any (a) The Italian Borrower may advise request that the Administrator and each Group Agent in writing of its desire to extend the then current Scheduled Termination Date for Facility B and Facility C be extended upon giving notice to the Agent no less than 45 days and no more than 60 days prior to: (i) the first anniversary (a “First Anniversary Request”); and (ii) the second anniversary (a “Second Anniversary Request”) of the Amendment and Restatement Date. (b) Subject to Clause 7.5 (Extension fee) below, following a request from the Italian Borrower pursuant to paragraph (a) above, the Termination Date for a Lender’s Facility B Commitment and, as the case may be, Facility C Commitment shall automatically be extended upon obtaining the consent of a Facility B Lender and, as the case may be, Facility C Lender (each a “Consenting Lender”): (i) to a date First Anniversary Request, by a period of one year (the “First Extension Period”) starting on the original Termination Date; and (ii) to a Second Anniversary Request, by an additional period of one year following the expiry of the relevant First Extension Period provided that is (x) a Facility B Lender and a Facility C Lender may not more than three hundred and sixty-four (364) days after consent to a Second Anniversary Request if it has not consented to a First Anniversary Request in respect of the relevant Facility, in each case such then current Scheduled Termination Date and (y) not Lender’s consent to have been provided no later than the Facility Termination Date scheduled date falling 30 days prior to occur pursuant to clause (a) the first or, as applicable, second anniversary of the definition thereof; provided such request is made not more than one hundred Amendment and twenty Restatement Date. (120c) days prior to, and not less than ninety (90) days prior to, the then current Scheduled Termination Date. In the event that all a Facility B Lender and, as the Lenders in any Group are agreeable case may be, a Facility C Lender does not consent to such extensiona First Anniversary Request or, following its consent to a First Anniversary Request, does not consent a Second Anniversary Request, or, alternatively does not provide its consent by the Administrator shall so notify such Borrower in writing (it being understood that the Lenders may accept or decline such a request in their sole discretion and on such terms as they may elect) not less than sixty (60) date falling 30 days prior to the then current Scheduled Termination Date and such Borrowerfirst or, as applicable, the applicable Servicer, the Administrator, the Group Agents and the Lenders shall enter into such documents as the Lenders may deem reasonably necessary or appropriate to reflect such extension, and all reasonable costs and expenses incurred by the Lenders, the Administrator and the Group Agents in connection therewith (including reasonable Attorneys’ Costs) shall be paid by such Borrower. If all the Lenders in at least one Group accept such request for extension but any Lender in any other Group declines the request for such extension (all such Lenders in Groups containing Lenders that decline such a request, “Exiting Lenders”), then effective as second anniversary of the Scheduled Termination Amendment and Restatement Date (without giving effect to such requested extensioneach a “Dissenting Lender”): (ai) the Scheduled Termination Date Borrowers shall be extended repay in full the portion of any Dissenting Lender’s outstanding Facility B Loans and, as agreed to by such accepting Lender(s); (b) the Commitments of the Exiting Lenders shall terminatecase may be, Facility C Loans; and (cii) the Facility Limit B Available Commitment and, as the case may be, Facility C Available Commitment of such Dissenting Lender shall automatically be reduced by cancelled in full, in relation to a First Anniversary Request, upon the amount original Termination Date and in relation to a Second Anniversary Request, upon the expiry of the Group Commitments of such Exiting Lender’s Group terminated First Extension Period, in each case pursuant to clause paragraph (b) above. (d) The Italian Borrower shall only make one First Anniversary Request or, as the case may be, one Second Anniversary Request in respect of both Facility B and Facility C and a Lender which is a Facility B Lender and a Facility C Lender may only consent to such First Anniversary Request or, as the case may be, such Second Anniversary Request in respect of both Facility B and Facility C. (e) The Agent shall notify the Italian Borrower in writing the names of the Consenting Lenders and/or the Dissenting Lenders, as the case may be.

Extension of Termination Date. From time The Company may request an extension (subject to time, each Bank's right to deny any Borrower may advise such requested extension) of the Administrator and each Group Agent in writing of its desire to extend the then current Scheduled Termination Date in effect at any time by submitting a request for an extension in the form of Exhibit I to a date that is the Administrative Agent (xan "Extension Request") not more than three hundred and sixty-four (364) 90 days after such then current Scheduled Termination Date and (y) not later than the Facility Termination Date scheduled to occur pursuant to clause (a) of the definition thereof; provided such request is made not more than one hundred and twenty (120) days prior to, and not less than ninety (90) 45 days prior toto 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 then current Scheduled Termination DateAdministrative Agent shall notify each Bank of the contents thereof and shall request each Bank to approve the Extension Request. In Each Bank approving the event that all Extension Request shall deliver its written Extension Acceptance in the Lenders in 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 respond to an Extension Request shall be deemed a denial of such request. If any Group are agreeable to Bank does not accept such extension, then either (i) on the Administrator shall so notify such Borrower in writing (it being understood that the Lenders may accept or decline such a request in their sole discretion and on such terms as they may elect) not less than sixty (60) days prior to the then current Scheduled Termination Date and then in effect with respect to such Borrower, the applicable Servicer, the Administrator, the Group Agents and the Lenders shall enter into such documents as the Lenders may deem reasonably necessary or appropriate to reflect such extension, and all reasonable costs and expenses incurred by the Lenders, the Administrator and the Group Agents in connection therewith (including reasonable Attorneys’ Costs) shall be paid by such Borrower. If all the Lenders in at least one Group accept such request for extension but any Lender in any other Group declines the request for such extension (all such Lenders in Groups containing Lenders that decline such a request, “Exiting Lenders”), then effective as of the Scheduled Termination Date Bank (without giving effect to the Extension Request rejected by such requested extension): Bank), (a) the Scheduled Company shall pay to such Bank all amounts then payable to such Bank under this Agreement and the Note on its applicable Termination Date shall be extended as agreed to by such accepting Lender(s); and (b) such Bank's Commitment shall terminate on the Commitments Termination Date applicable to such Bank or (ii) the Company may, with the consent of the Exiting Lenders shall terminate; and Administrative Agent (c) such consent not to be unreasonably withheld), remove such Bank pursuant to the Facility Limit terms of Section 2.4. No extension pursuant to this Section 2.18 shall be reduced by effective as to any Bank unless, on the amount applicable Extension Date (a) no Event of the Group Commitments of such Exiting Lender’s Group terminated pursuant to clause Default or Potential Default shall exist and (b) aboveeach of the representations and warranties of the Company contained in Section 4 shall be true and correct in all material respects as of such Extension Date (unless such representation and warranty specifically relates back to an earlier date, in which case such representation and warranty shall have been true and correct in all material respects as of such earlier date).

Extension of Termination Date. From time to time, any Borrower may advise the Administrator and each Group Agent in writing of its desire to extend the then current Scheduled Termination Date to a date that is (x) not more than three hundred and sixty-four (364) days after such then current Scheduled Termination Date and (y) not later than the Facility Termination Date scheduled to occur pursuant to clause (a) The Borrower may request a one-year extension of the definition thereof; provided such Termination Date by submitting a request is made not for an extension to the Agent no more than one hundred and twenty (120) days prior to, and not 27 months nor less than ninety (90) days prior to, the then current Scheduled Termination Date. In the event that all the Lenders in any Group are agreeable to such extension, the Administrator shall so notify such Borrower in writing (it being understood that the Lenders may accept or decline such a request in their sole discretion and on such terms as they may elect) not less than sixty (60) days 25 months prior to the then current Scheduled scheduled Termination Date and Date. At the time of or prior to the delivery of such Borrowerrequest, the applicable ServicerBorrower shall propose to the Agent the amount of the fees that the Borrower would agree to pay with respect to such one-year extension if approved by the 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 Administrator"Extension Request"), the Group Agents Agent shall deliver to each Bank a copy of, and shall request each Bank to approve, the Extension Request. 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 within 30 days of the receipt by them of the Extension Request (or as otherwise provided in Section 2.19(b)), the Agent shall promptly so notify the Borrower and each Bank in writing, and the Lenders shall enter into such documents as the Lenders may deem reasonably necessary or appropriate to reflect such extension, and all reasonable costs and expenses incurred by the Lenders, the Administrator and the Group Agents in connection therewith (including reasonable Attorneys’ Costs) shall be paid by such Borrower. If all the Lenders in at least one Group accept such request for extension but any Lender in any other Group declines the request for such extension (all such Lenders in Groups containing Lenders that decline such a request, “Exiting Lenders”), then effective as of the Scheduled Termination Date (without giving effect to such requested extension): (a) the Scheduled Termination Date shall be extended by one year, and in such event the Borrower may thereafter request one (but not more than one) further extension of the then scheduled Termination Date in accordance with this Section 2.19. If any of the Banks does not deliver to the Agent such Bank's written approval to any Extension Request within such 30-day period, the Termination Date shall not be extended, except as agreed to by such accepting Lender(sotherwise provided in Section 2.19(b);. (b) If (i) any Bank (but not more than one Bank) ("Rejecting Bank") shall not approve an Extension Request, (ii) all rights and obligations (from and after the Commitments date of the Exiting Lenders assignment described below) of such Rejecting Bank under this Agreement and under the other Loan Documents (including, without limitation, its Commitment and all Loans owing to it) shall terminate; andhave been assigned, within 90 days following the Bank's receipt of such Extension Request, in accordance with Section 2.20, to one or more Replacement Banks who shall have approved in writing such Extension Request at the time of such assignment, and (iii) no other Bank shall have given written notice to the Agent of such Bank's withdrawal of its approval of the Extension Request, the Agent shall promptly so notify the Borrower and each Bank, and the Termination Date shall be extended by one year, and in such event the Borrower may thereafter request one (but not more than one) further extension as provided in Section 2.19(a). (c) the Facility Limit shall be reduced by the amount Within ten days of the Group Commitments Agent's notice to the Borrower that all of such Exiting Lender’s Group terminated the Banks have approved an Extension Request (whether pursuant to clause (bSection 2.19(a) aboveor 2.19(b)), the Borrower shall pay to the Agent for the account of each Bank the applicable extension fees specified in the Extension Request.

Extension of Termination Date. From time to time(a) Not more than once in any fiscal year of the Borrower, any the Borrower may advise request an extension of the Administrator and each Group Agent in writing of its desire to extend the then current Scheduled Termination Date to a date that is (x) not more than three hundred and sixty-four (364) days after such the first or second anniversary of the then current Scheduled scheduled Termination Date and (y) not but in no event later than the Facility Termination Date scheduled to occur pursuant to clause (a) fourth anniversary of the definition thereof; provided date of such request) by submitting a request is made not more than one hundred and twenty (120) days prior to, and for an extension to the Agent not less than ninety (90) days prior to, the then current Scheduled Termination Date. In the event that all the Lenders in any Group are agreeable to such extension, the Administrator shall so notify such Borrower in writing (it being understood that the Lenders may accept or decline such a request in their sole discretion and on such terms as they may elect) not less than sixty (60) 180 days prior to the then current Scheduled scheduled Termination Date and Date. At the time of or prior to the delivery of such Borrowerrequest, the applicable Servicer, Borrower shall propose to the Administrator, Agent the Group Agents and amount of the Lenders shall enter into fees that the Borrower would agree to pay with respect to such documents as the Lenders may deem reasonably necessary or appropriate to reflect such extension, and all reasonable costs and expenses incurred extension if approved by the Lenders. Promptly upon (but not later than five Business Days after) the Agent’s receipt and approval of the extension request and fee proposal (as so approved, the Administrator and the Group Agents in connection therewith (including reasonable Attorneys’ Costs) shall be paid by such Borrower. If all the Lenders in at least one Group accept such request for extension but any Lender in any other Group declines the request for such extension (all such Lenders in Groups containing Lenders that decline such a request, “Exiting LendersExtension Request”), then effective as the Agent shall 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 Scheduled Termination Date (without giving effect to Extension Request. If the written approval of the Extension Request by the Lenders whose Pro Rata Shares equal or exceed 66-2/3% in the aggregate is received by the Agent within such requested extension): (a) 60-day period, the Scheduled Termination Date shall be extended to the first or second anniversary of the then scheduled Termination Date (as agreed specified in the Extension Request) but only with respect to the Lenders that have given such written approval. Except to the extent that a Lender that did not give its written approval to such Extension Request (“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”) (i) the Commitment of each such Rejecting Lender shall terminate, (ii) the Aggregate Commitment shall be reduced by the aggregate amount of such accepting Lender(sterminated 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). (b) the Commitments Within ten days of the Exiting Agent’s notice to the Borrower that the Lenders whose Pro Rata Shares equal or exceed 66-2/3% in the aggregate have approved an Extension Request, the Borrower shall terminate; andpay to the Agent for the account of each Lender that has approved the Extension Request the applicable extension fees specified in the Extension Request. (c) If Lenders whose Pro Rata Shares equal or exceed 66-2/3% in the Facility Limit aggregate approve the Extension Request, the Borrower, upon notice to the Agent and any Rejecting Lender, may, subject to the provisions of the last sentence of Section 2.19(d), terminate the Commitment of such Rejecting Lender (or such portion of such Commitment as is not assigned to a Replacement Lender in accordance with Section 2.21), which termination shall occur as of a date set forth in such Borrower’s notice but in no event more than thirty (30) days following such notice (subject to the provisions of Section 2.21(b)). The termination of a Rejecting Lender’s Commitment shall be effected in accordance with Section 2.19(d). (d) If the Borrower elects to terminate the Commitment of a Rejecting Lender pursuant to Section 2.19(c), the Borrower shall pay to the Rejecting Lender all Obligations due and owing to it hereunder or under any other Loan Document, including, without limitation, the aggregate outstanding principal amount of the Loans owed to such Rejecting Lender, together with accrued interest thereon through the date of such termination, amounts payable under Sections 2.14 and 2.15 and the fees payable to such Rejecting Lender under Section 2.09(b). Upon request by the Borrower or the Agent, the Rejecting Lender will deliver to the Borrower and the Agent a letter setting forth the amounts payable to the Rejecting Lender as set forth above. Upon the termination of such Rejecting Lender’s Commitment and payment of the amounts provided for in the immediately preceding sentence, the Borrower shall have no further obligations to such Rejecting Lender under this Agreement and such Rejecting Lender shall cease to be a Lender, provided, however, that such Rejecting Lender shall continue to be entitled to the benefits of Sections 2.14, 2.15, 2.17, 11.04 and 11.06, as well as to any fees accrued for its account hereunder not yet paid, and shall continue to be obligated under Section 10.05 with respect to obligations and liabilities accruing prior to the termination of such Rejecting Lender’s Commitment. If, as a result of the termination of the Rejecting Lender’s Commitment, any payment of a Eurodollar Loan occurs on a day which is not the last day of the applicable Interest Period, the Borrower shall pay to the Agent for the benefit of the Lenders (including any Rejecting Lender) any loss or cost incurred by the Lenders (including any Rejecting Lender) resulting therefrom in accordance with Section 2.17. Upon the effective date of the termination of the Rejecting Lender’s Commitment, the Aggregate Commitment shall be reduced by the amount of the Group Commitments terminated Commitment of the Rejecting Lender, and each other Lender shall be deemed to have irrevocably and unconditionally purchased and received (subject to the provisions of the last sentence of this Section 2.19(d)), without recourse or warranty, from the Rejecting Lender, an undivided interest and participation in any Facility Letter of Credit then outstanding, ratably, such that each Lender (excluding the Rejecting Lender but including any Replacement Lender that acquires an interest in the Facility hereunder from such Rejecting Lender) holds a participation interest in each Facility Letter of Credit in proportion to the ratio that such Rejecting Lender’s Commitment (upon the effective date of such Exiting termination of the Rejecting Lender’s Group terminated pursuant Commitment) bears to clause the Aggregate Commitment (b) aboveas reduced by the termination of such Rejecting Lender’s Commitment or a part thereof). Notwithstanding the foregoing, if, upon the termination of the Commitment of such Rejecting Lender under this Section 2.19(d), the sum of the outstanding principal balance of the Loans and the Facility Letter of Credit Obligations would exceed the Aggregate Commitment (as reduced), the Borrower may not terminate such Rejecting Lender’s Commitment unless the Borrower, on or prior to the effective date of such termination, prepays, in accordance with the provisions of this Agreement, outstanding Loans or causes to be canceled, released and returned to the applicable Issuer outstanding Facility Letters of Credit in sufficient amounts such that, on the effective date of such termination, the sum of the outstanding principal balance of the Loans and the Facility Letter of Credit Obligations does not exceed the Aggregate Commitment (as reduced).

Extension of Termination Date. From (a) At least 45 days but not more than 75 days prior to any Anniversary Date, the Borrower, by written notice to the Designated Agent, may request an extension of the Termination Date in effect at such time by one calendar year from its then scheduled date; provided, however, that if the Borrower does not request an extension of the Termination Date in a timely manner prior to timeany Anniversary Date it may, any Borrower may advise but shall not be obligated to, request that the Administrator 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 Group 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 desire consent to extend any such request for extension of the Termination Date 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 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 would occur as a consequence thereof. If fewer than all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.20, subject to the Borrower’s satisfaction of the condition set forth in the proviso above, the Termination Date in effect at such time shall, effective as of the applicable Extension Date, be extended as to those Lenders that so consented (each, an “Extending Lender”) but shall not be extended as to any other Lender (each, a “Declining Lender”). To the extent that the Commitment of any Declining Lender is not assumed in accordance with subsection (c) of this Section 2.20 on or prior to the 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 denominated in Dollars then current Scheduled outstanding and (B) the Equivalent in Dollars of the aggregate principal amount of all Advances denominated in Committed Currencies then outstanding will not exceed the aggregate Commitments); provided that such Declining Lender’s rights under Sections 2.11, 2.14, 8.04 and 8.08, and its obligations under Section 7.05, shall survive the Termination Date for such Lender as to matters occurring prior to such date. It is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for any requested extension of the Termination Date. (c) If there are any Declining Lenders, the Borrower may arrange for one or more Extending Lenders or other Eligible Assignees that will agree to the extension of the Termination Date to assume, effective as of the Extension Date, any Declining Lender’s Commitment and all of the obligations of such Declining Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Declining Lender; provided, however, that the amount of the Commitment of any such Assuming Lender as a result of such substitution shall in no event be less than $25,000,000 unless the amount of the Commitment of such Declining Lender is less than $25,000,000, in which case such 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 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 paid to such Declining Lender; and (iii) with respect to any such Assuming Lender, any applicable processing and recordation fee required under Section 8.07(a) for such assignment shall have been paid; provided further that is such Declining Lender’s rights under Sections 2.11, 2.14, 8.04 and 8.08, and its obligations under Section 7.05, shall survive such substitution as to matters occurring prior to the date of substitution. At least three Business Days prior to the applicable Extension Date, (xA) not more than three hundred each such Assuming Lender, if any, shall have delivered to the Borrower and sixty-four (364) days after the Designated Agent an Assumption Agreement, duly executed by such then current Scheduled Termination Date Assuming Lender, such Declining Lender, the Borrower and the Designated Agent and (yB) 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. Each Declining Lender being replaced pursuant to this Section 2.20 shall deliver to the Designated Agent on or before the applicable Extension Date any Note or Notes held by such Declining Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) above, 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 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 Lenders 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 Facility 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 Extension Date, or would occur as a consequence thereof, the Termination Date scheduled to occur pursuant to clause then in effect shall be extended for the additional one-year period or two-year period, as the case may be, as described in subsection (a) of the definition thereof; provided such request is made not more than one hundred and twenty (120) days prior to, and not less than ninety (90) days prior to, the then current Scheduled Termination Date. In the event that all the Lenders in any Group are agreeable to such extension, the Administrator shall so notify such Borrower in writing (it being understood that the Lenders may accept or decline such a request in their sole discretion and on such terms as they may elect) not less than sixty (60) days prior to the then current Scheduled Termination Date and such Borrower, the applicable Servicer, the Administrator, the Group Agents and the Lenders shall enter into such documents as the Lenders may deem reasonably necessary or appropriate to reflect such extensionthis Section 2.20, and all reasonable costs references in this Agreement, and expenses incurred by in the LendersNotes, if any, to the “Termination Date” shall, with respect to each Extending Lender and each Assuming Lender for such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Administrator and the Group Agents in connection therewith (including reasonable Attorneys’ Costs) Designated Agent shall be paid by such Borrower. If all notify the Lenders in at least one Group accept such request for extension but any Lender in any other Group declines the request for such extension (all such Lenders in Groups containing Lenders that decline such a requestincluding, “Exiting Lenders”)without limitation, then effective as each Assuming Lender) of the Scheduled extension of the scheduled Termination Date (without giving in effect immediately prior thereto and shall thereupon record in the Register the relevant information with respect to each such requested extension): (a) the Scheduled Termination Date shall be extended as agreed to by Extending Lender and each such accepting Lender(s); (b) the Commitments of the Exiting Lenders shall terminate; and (c) the Facility Limit shall be reduced by the amount of the Group Commitments of such Exiting Assuming Lender’s Group terminated pursuant to clause (b) above.

Extension of Termination Date. From (a) At least 60 days ----------------------------- but not more than 90 days prior to each anniversary of the Effective Date, the Borrowers, by written notice to the Agent, may request an extension of the Termination Date in effect at such time to timeby one year from its then scheduled expiration. The Agent shall promptly notify each Lender of such request, any Borrower may advise the Administrator and each Group Lender shall in turn, in its sole discretion, not earlier than 30 days but not later than 20 days prior to such anniversary date, notify the Borrowers and the Agent in writing as to whether such Lender will consent to such extension, such notice to be in substantially the form of Exhibit E hereto. If any Lender shall fail to notify the Agent and the Borrowers in writing of its desire consent to extend any such request for extension of the then current Scheduled Termination Date at least 20 days prior to such anniversary date, such Lender shall be deemed to be a Non-Consenting Lender with respect to such request. The Agent shall notify the Borrowers in writing not later than 15 days prior to such anniversary date of the decision of the Lenders regarding the Borrowers' request for an extension of the Termination Date. (b) If all the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.16, the Termination Date in effect at such time shall, effective as at the applicable anniversary of the Effective Date (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 2.16, the Termination Date in effect at such time shall, effective as at the applicable Extension Date, be extended as to those Lenders that so consented (each a "Consenting ---------- Lender") but shall not be extended as to any other Lender (each a "Non- ------ ---- Consenting Lender"). To the extent that the Termination Date is not extended as ----------------- to any Lender pursuant to this Section 2.16 and the Commitment of such Lender is not assumed in accordance with subsection (c) of this Section 2.16 on or prior to the applicable Extension Date, the Commitment of such Non-Consenting Lender shall automatically terminate in whole on such unextended Termination Date without any further notice or other action by the Borrowers, 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 such date. It is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrowers for any requested extension of the Termination Date. (c) If less than all of the Lenders consent to any such request pursuant to subsection (a) of this Section 2.17, the Agent shall promptly so notify the Consenting Lenders, and each Consenting Lender may, in its sole discretion, give written notice to the Agent not later than 10 days prior to the Extension Date of the amount of the Non-Consenting Lenders' Commitments for which it is willing to accept an assignment. If the Consenting Lenders notify the Agent that they are willing to accept assignments of Commitments in an aggregate amount that exceeds the amount of the Commitments of the Non- Consenting Lenders, such Commitments shall be allocated among the Consenting Lenders willing to accept such assignments in such amounts as are agreed between the Borrowers and the Agent. If after giving effect to the assignments of Commitments described above there remains any Commitments of Non-Consenting Lenders, the Borrowers may arrange for one or more Consenting Lenders or other Eligible Assignees that agrees to an extension of the Termination Date (an "Assuming Lender") to assume, effective as of the Extension Date, any Non- --------------- Consenting Lender's Commitment and all of the obligations of such 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 -------- ------- amount of the Commitment of any such Assuming Lender as a result of such substitution shall in no event be less than $10,000,000 unless the amount of the Commitment of such Non-Consenting Lender is less than $10,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and 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 paid to such Non- Consenting Lender; and (iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section 8.07(a) for such assignment shall have been paid by the Assuming Lender; provided further 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 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 Borrowers and the Agent an assumption agreement in substantially the form of Exhibit D (each an "Assumption ---------- Agreement") or an Assignment and Acceptance, as appropriate, duly executed by --------- such Assuming Lender, such Non-Consenting Lender, the Borrowers and the Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Borrowers and the Agent as to the increase in the amount of its Commitment and (C) each Non-Consenting Lender being replaced pursuant to this Section 2.17 shall have delivered to the Agent any Note or Notes held by such Non-Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting 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 Lenders, and the obligations of each such Non-Consenting Lender hereunder shall, by the provisions hereof, be released and discharged. (d) If the Lenders having more than 50% of the Commitments (after giving effect to any assignments pursuant to subsection (b) of this Section 2.17) consent in writing to a date that is requested extension (x) not more than three hundred whether by execution or delivery of an Assumption Agreement, an Assignment and sixty-four (364) days after such then current Scheduled Termination Date and (yAcceptance or otherwise) not later than one Business Day prior to such Extension Date, the Facility Agent shall so notify the Borrowers, and, upon satisfaction of the applicable conditions set forth in Article III, the Termination Date scheduled to occur pursuant to clause then in effect shall be extended for the additional one year period as described in subsection (a) of the definition thereof; provided such request is made not more than one hundred and twenty (120) days prior to, and not less than ninety (90) days prior to, the then current Scheduled Termination Date. In the event that all the Lenders in any Group are agreeable to such extension, the Administrator shall so notify such Borrower in writing (it being understood that the Lenders may accept or decline such a request in their sole discretion and on such terms as they may elect) not less than sixty (60) days prior to the then current Scheduled Termination Date and such Borrower, the applicable Servicer, the Administrator, the Group Agents and the Lenders shall enter into such documents as the Lenders may deem reasonably necessary or appropriate to reflect such extensionthis Section 2.17, and all reasonable costs references in this Agreement, and expenses incurred by in the LendersNotes, if any, to the "Termination Date" shall, with respect to each Consenting Lender and each ---------------- Assuming Lender for such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Administrator and the Group Agents in connection therewith (including reasonable Attorneys’ Costs) Agent shall be paid by such Borrower. If all notify the Lenders in at least one Group accept such request for extension but any Lender in any other Group declines the request for such extension (all such Lenders in Groups containing Lenders that decline such a requestincluding, “Exiting Lenders”)without limitation, then effective as each Assuming Lender) of the Scheduled extension of the scheduled Termination Date (without giving in effect immediately prior thereto and shall thereupon record in the Register the relevant information with respect to each such requested extension): (a) the Scheduled Termination Date shall be extended as agreed to by Consenting Lender and each such accepting Lender(s); (b) the Commitments of the Exiting Lenders shall terminate; and (c) the Facility Limit shall be reduced by the amount of the Group Commitments of such Exiting Assuming Lender’s Group terminated pursuant to clause (b) above.

Extension of Termination Date. From time (a) Each of the Borrower, in the case of the Revolving Credit Facility, and the Term Loan Borrower, in the case of the Term Facility, may up to two times, by sending an Extension Request to the Administrative Agent (in which case the Administrative Agent shall promptly deliver a copy to each of the Lenders), at least one year in advance of the Termination Date of a Facility in effect at such time, any Borrower may advise request that the Administrator and each Group Agent in writing of its desire to Lenders under such Facility extend the then current Scheduled such Termination Date for such Facility then in effect to a date that is (x) not more than three hundred and sixty-four (364) days after such then current Scheduled the first anniversary of the Termination Date and (y) then in effect of such Facility. Each Lender, acting in its sole discretion, shall, by notice to the Administrative Agent given not later than the Facility Termination Date scheduled to occur pursuant to clause (a) date that is the 20th day after the date of the definition thereof; provided Extension Request, or if such request day is made not more than one hundred and twenty (120) days prior to, and not less than ninety (90) days prior toa Business Day, the then current Scheduled Termination immediately following Business Day (the “Response Date. In ”) advise the event that all the Lenders in any Group are agreeable to such extension, the Administrator shall so notify such Borrower Administrative Agent in writing (it being understood that the Lenders may accept whether or decline not such a request in their sole discretion and on such terms as they may elect) not less than sixty (60) days prior Lender agrees to the then current Scheduled Termination Date and such Borrower, the applicable Servicer, the Administrator, the Group Agents and the Lenders shall enter into such documents as the Lenders may deem reasonably necessary or appropriate to reflect such extension, and all reasonable costs and expenses incurred by the Lenders, the Administrator and the Group Agents in connection therewith (including reasonable Attorneys’ Costs) shall be paid by such Borrower. If all the Lenders in at least one Group accept such request for extension but any Lender in any other Group declines the request for such extension (all such Lenders in Groups containing Lenders each Lender that decline such so advises the Administrative Agent that it will not extend the Termination Date, being referred to herein as a request, “Exiting LendersNon-extending Lender”), then effective as ; provided that any Lender that does not advise the Administrative Agent by the Response Date and any Defaulting Lender shall be deemed to be a Non-extending Lender. The election of the Scheduled Termination Date (without giving effect any Lender to agree to such requested extension): (a) the Scheduled Termination Date extension shall be extended as agreed not obligate any other Lender to by such accepting Lender(s);agree. (b) (i) If, on the Response Date, Lenders holding Revolving Credit Commitments that aggregate 50% or more of the Exiting Lenders total Revolving Credit Commitments, in the case of the Revolving Credit Facility, or 50% or more of the Term Loans, in the case of the Term Facility, shall terminate; and (c) not have agreed to extend the Termination Date with respect to such Facility, then such Termination Date shall not be so extended and the outstanding principal balance of all Loans and other amounts payable hereunder with respect to such Facility Limit shall be reduced by the amount of the Group Commitments of payable on such Exiting Lender’s Group terminated pursuant to clause (b) aboveTermination Date.

Extension of Termination Date. From (a) At least 45 days but ----------------------------- not more than 90 days prior to each of two Anniversary Dates, the Borrower, by written notice to the Funding Agent, may request an extension of the Termination Date in effect at such time to timeby one year from its then scheduled expiration. The Funding Agent shall promptly notify each Lender of such request, any Borrower may advise the Administrator and each Group Lender shall in turn, in its sole discretion, not earlier than 30 days, nor later than 20 days, prior to such Anniversary Date, notify the Borrower and the Funding Agent in writing as to whether such Lender will consent to such extension. If any Lender shall fail to notify the Funding Agent and the Borrower in writing of its desire consent to extend any such request for extension of the then current Scheduled Termination Date at least 20 days prior to the pending Anniversary Date, such Lender shall be deemed to be a Non-Consenting Lender with respect to such request. The Funding Agent shall notify the Borrower not later than 15 days prior to the pending Anniversary Date of the decision of the Lenders regarding the Borrower's request for an extension of the Termination Date. (b) If all the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.17, the Termination Date in effect at such time shall, effective as at the next Anniversary Date (the "Extension Date"), be -------------- extended for one calendar year; provided that on each Extension Date the -------- applicable conditions set forth in Section 3.02 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 2.17, the Termination Date in effect at such time shall, effective as at the applicable Extension Date and subject to subsection (d) of this Section 2.17, be extended as to those Lenders that so consented (each a "Consenting Lender") but shall not be extended as to any other Lender ----------------- (each a "Non-Consenting Lender"). To the extent that the Termination Date is not --------------------- extended as to any Lender pursuant to this Section 2.17 and the Commitment of such Lender is not assumed in accordance with subsection (c) of this Section 2.17 on or prior to the applicable Extension Date, the Commitment of such Non-Consenting Lender shall automatically terminate in whole, and all Advances, interest, fees and other amounts due to such Non-Consenting Lender shall be due and payable, 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 such date. It is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for any requested extension of the Termination Date. (c) If less than all of the Lenders consent to any such request pursuant to subsection (a) of this Section 2.17, the Funding Agent shall promptly so notify the Consenting Lenders, and each Consenting Lender may, in its sole discretion, give written notice to the Funding Agent not later than 10 days prior to the Termination Date of the amount of any Non-Consenting Lenders' Commitments for which it is willing to accept an assignment. If the Consenting Lenders notify the Funding Agent that they are willing to accept assignments of Commitments in an aggregate amount that exceeds the amount of the Commitments of the Non-Consenting Lenders, such Commitments shall be allocated among the Consenting Lenders willing to accept such assignments in such amounts as are agreed between the Borrower and the Funding Agent. If after giving effect to the assignments of Commitments described above there remain any Commitments of Non-Consenting Lenders, the Borrower may arrange for one or more Consenting Lenders or other Eligible Assignees as Assuming Lenders to assume, effective as of the Extension Date, any Non-Consenting Lender's Commitment and all of the obligations of such 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 amount of the Commitment of any such Assuming Lender as a result of such substitution shall in no event be less than $25,000,000 unless the amount of the Commitment of such Non-Consenting Lender is less than $25,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and 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 paid to such Non-Consenting Lender; and (iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section 8.07(a) for such assignment shall have been paid; provided further 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 such assignment and assumption as to matters occurring prior to the date of assignment and assumption. 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 Funding Agent an Assumption Agreement, duly executed by such Assuming Lender, such Non-Consenting Lender, the Borrower and the Funding Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Funding Agent as to the increase in the amount of its Commitment and (C) each Non-Consenting Lender being replaced pursuant to this Section 2.17 shall have delivered to the Funding Agent any Note or Notes held by such Non-Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting 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 Lenders, and the obligations of each such Non-Consenting Lender hereunder shall, by the provisions hereof, be released and discharged. (d) If (after giving effect to any assignments or assumptions pursuant to subsection (c) of this Section 2.17) Lenders having Commitments equal to at least 50% of the Commitments in effect immediately prior to the Extension Date consent in writing to a date that is requested extension (x) not more than three hundred and sixty-four (364) days after such then current Scheduled Termination Date and (ywhether by execution or delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date, the Facility Funding Agent shall so notify the Borrower, and, subject to the satisfaction of the applicable conditions in Section 3.02, the Termination Date scheduled to occur pursuant to clause then in effect shall be extended for the additional one-year period as described in subsection (a) of the definition thereof; provided such request is made not more than one hundred and twenty (120) days prior to, and not less than ninety (90) days prior to, the then current Scheduled Termination Date. In the event that all the Lenders in any Group are agreeable to such extension, the Administrator shall so notify such Borrower in writing (it being understood that the Lenders may accept or decline such a request in their sole discretion and on such terms as they may elect) not less than sixty (60) days prior to the then current Scheduled Termination Date and such Borrower, the applicable Servicer, the Administrator, the Group Agents and the Lenders shall enter into such documents as the Lenders may deem reasonably necessary or appropriate to reflect such extensionthis Section 2.17, and all reasonable costs references in this Agreement, and expenses incurred by in the LendersNotes, if any, to the "Termination Date" shall, with respect to each Consenting Lender and each Assuming Lender for such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Administrator and the Group Agents in connection therewith (including reasonable Attorneys’ Costs) Funding Agent shall be paid by such Borrower. If all notify the Lenders in at least one Group accept such request for extension but any Lender in any other Group declines the request for such extension (all such Lenders in Groups containing Lenders that decline such a requestincluding, “Exiting Lenders”)without limitation, then effective as each Assuming Lender) of the Scheduled extension of the scheduled Termination Date (without giving in effect immediately prior thereto and shall thereupon record in the Register the relevant information with respect to each such requested extension): (a) the Scheduled Termination Date shall be extended as agreed to by Consenting Lender and each such accepting Lender(s); (b) the Commitments of the Exiting Lenders shall terminate; and (c) the Facility Limit shall be reduced by the amount of the Group Commitments of such Exiting Assuming Lender’s Group terminated pursuant to clause (b) above.

Extension of Termination Date. From time (a) The Company (and any Obligor incorporated in Italy) may by delivering an Extension Request to time, any Borrower may advise the Administrator and each Group Facilities Agent in writing of its desire to extend the then current Scheduled Termination Date to a date that is (xan Initial Extension Request) not more than three hundred and sixty-four (364) 90 days after such then current Scheduled Termination Date and (y) not later than the Facility Termination Date scheduled to occur pursuant to clause (a) of the definition thereof; provided such request is made not more than one hundred and twenty (120) days prior to, and not less than ninety 45 days before the Initial Request Date, request that the Termination Date for all or part of any of the Facilities be extended to the date 12 months after the Original Termination Date (90the Extended Termination Date). (b) days prior toWithout prejudice to paragraph (a) above, the then current Scheduled Termination Date. In Company (and any Obligor incorporated in Italy) may by delivering an Extension Request to the event that all the Lenders in any Group are agreeable to such extension, the Administrator shall so notify such Borrower in writing Facilities Agent (it being understood that the Lenders may accept or decline such a request in their sole discretion Second Extension Request) not more than 90 days and on such terms as they may elect) not less than sixty 45 days before the Second Request Date, request that the Termination Date for all or part of any Facility: (60i) with respect to Lenders who have agreed to the Initial Extension Request, be extended to the date 12 months after the Extended Termination Date; and/or (ii) if no Initial Extension Request has been made, or with respect to Lenders who refused the Initial Extension Request: (A) be extended to the date 12 months after the Original Termination Date; or (B) be extended to the date 24 months after the Original Termination Date, as selected by the Company (and any Obligor incorporated in Italy) in the notice to the Facilities Agent. (c) The Facilities Agent must promptly notify the Lenders of any Extension Request. (d) Each Lender shall, in its sole discretion, notify the Facilities Agent on or prior to the date falling 20 days prior to the then current Scheduled Relevant Extension Date (the Notification Date) in writing of: (i) its acceptance of the Extension Request; or (ii) its rejection of the Extension Request. (e) The Facilities Agent must (as soon as practicable and in any event within 2 days of the Notification Date) notify the Borrower and the Lenders which have agreed to the extension, identifying in that notification which Lenders (if any) have not agreed to the Extension Request. (f) Each Lender that agrees to an Extension Request by the Relevant Extension Date, will extend the Relevant Portion of its Commitment(s) and (if applicable) Swingline Commitments to the date 12 months or 24 months, as applicable, after the Original Termination Date and such Borrower, the applicable Servicer, Termination Date with respect to the Administrator, Relevant Portion of the Group Agents Commitment(s) of that Lender will be extended accordingly. (g) If any Lender fails to reply to an Extension Request on or before the date falling 20 days before the Relevant Extension Date it will be deemed to have refused that Extension Request and its Commitments and the Lenders shall enter into such documents as the Lenders may deem reasonably necessary or appropriate to reflect such extension, and all reasonable costs and expenses incurred by the Lenders, the Administrator and the Group Agents in connection therewith (including reasonable Attorneys’ Costs) shall be paid by such Borrower. If all the Lenders in at least one Group accept such request for extension but any Lender in any other Group declines the request for such extension (all such Lenders in Groups containing Lenders that decline such a request, “Exiting Lenders”), then effective as of the Scheduled Termination Date applicable to that Lender will not be extended. (without giving effect h) For the avoidance of doubt, no Finance Party is under any obligation to such agree to an extension requested extension): in paragraph (a) the Scheduled Termination Date shall be extended as agreed to by such accepting Lender(s); (b) the Commitments of the Exiting Lenders shall terminate; and (c) the Facility Limit shall be reduced by the amount of the Group Commitments of such Exiting Lender’s Group terminated pursuant to clause or (b) above. Nothing in this Clause 10 shall restrict the Company’s rights under Clause 13.6 (Involuntary prepayment and cancellation and replacement of Lender). (i) If an Extension Request relates to part of the Facilities, it must be in respect of a rateable portion of each Lender’s Commitment(s) and (if applicable) each Lender’s Swingline Commitment(s).

Extension of Termination Date. From time to time(a) On no more than two occasions, any Borrower may advise the Administrator and each Group Agent in writing Borrowers may, by delivery of its desire to extend the then current Scheduled a Termination Date Extension Request to the Administrative Agent (which shall promptly deliver a date that is (xcopy thereof to each Bank) not more than three hundred 90 days but not less than 30 days prior to each of March 15, 2021, and sixtyMarch 15, 2022, request that the Banks extend the then-four (364) days after such then current Scheduled 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 to agree to the extension of the Existing Termination Date with regard to its entire Commitment on the terms and subject to the conditions set forth therein (yeach 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 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 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 them, then, subject to paragraph (c) of this Section, on the date specified in the Termination Date Extension Request as the effective date thereof (the “Extension Effective Date”), the Existing Termination Date of the applicable Commitments shall, as to the Consenting Banks, be extended to such date as shall be specified therein. (b) Notwithstanding the foregoing, the Borrowers shall have the right, in accordance with the provisions of Sections 2.16(b) and 9.6, at any time prior to the Existing Termination Date, to replace a Declining Bank with a Bank or other financial institution that will agree to such Termination Date Extension Request, and any such replacement Bank shall for all purposes constitute a Consenting Bank in respect of the Commitment assigned to and assumed by it on and after the effective time of such replacement. (c) If a Termination Date Extension Request has become effective hereunder: (i) not later than the Facility Termination Date scheduled to occur pursuant to clause (a) of the definition thereof; provided such request is made not more than one hundred and twenty (120) days prior to, and not less than ninety (90) days prior to, the then current Scheduled Termination Date. In the event that all the Lenders in any Group are agreeable to such extension, the Administrator shall so notify such Borrower in writing (it being understood that the Lenders may accept or decline such a request in their sole discretion and on such terms as they may elect) not less than sixty (60) days fifth Business Day prior to the then current Scheduled Existing Termination Date and such BorrowerDate, the applicable Servicer, Borrowers shall make prepayments of Loans and shall provide cash collateral in respect of Letters of Credit in the Administrator, the Group Agents and the Lenders shall enter into such documents as the Lenders may deem reasonably necessary or appropriate to reflect such extension, and all reasonable costs and expenses incurred by the Lenders, the Administrator and the Group Agents manner set forth in connection therewith (including reasonable Attorneys’ Costs) shall be paid by such Borrower. If all the Lenders in at least one Group accept such request for extension but any Lender in any other Group declines the request for such extension (all such Lenders in Groups containing Lenders that decline such a request, “Exiting Lenders”Section 2.18(i), then effective as of the Scheduled Termination Date (without such that, after giving effect to such requested extension): prepayments and such provision of cash collateral, the Revolving Exposure as of such date will not exceed the aggregate Commitments of the Consenting Banks extended pursuant to this Section (a) and the Scheduled Termination Date Borrowers shall not be extended as agreed permitted thereafter to by request any Loan or any issuance, amendment, renewal or extension of a Letter of Credit if, after giving effect thereto, the Revolving Exposure would exceed the aggregate amount of the Commitments of such accepting Lender(sCommitments so extended); (ii) on the Existing Termination Date, the Commitment of each Declining Bank shall, to the extent not assumed, assigned or transferred as provided in paragraph (b) of this Section, terminate, and the Borrowers shall repay all the Loans of each Declining Bank, to the extent such Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid interest and all fees and other amounts owing to such Declining Bank hereunder, it being understood and agreed that, subject to satisfaction of the conditions set forth in Section 3.2, such repayments may be funded with the proceeds of new Borrowings made simultaneously with such repayments by the Consenting Banks, which such Borrowings shall be made ratably by the Consenting Banks in accordance with their extended Commitments; and (iii) notwithstanding the foregoing, no Termination Date Extension Request shall become effective hereunder unless (A) the Consenting Banks hold a majority of the then outstanding Commitments and (B) on the Extension Effective Date, the conditions set forth in Section 3.2 shall be satisfied (with all references in such Section to a Borrowing being deemed to be references to such Termination Date Extension Request) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by the chief financial officer, principal accounting officer, treasurer or controller of the Lead Borrower, or any other officer performing the duties that are customarily performed by a chief financial officer, principal accounting officer, treasurer or controller. (d) Notwithstanding any provision of this Agreement to the contrary, it is hereby agreed that no extension of an Existing Termination Date in accordance with the express terms of this Section, or any amendment or modification of the terms and conditions of the Commitments of the Exiting Lenders Consenting Banks effected pursuant thereto, shall terminate; andbe deemed to (i) violate Section 2.21(a) or any other provision of this Agreement requiring the ratable reduction of Commitments or the ratable sharing of payments or (ii) require the consent of all Banks or all affected Banks under Section 9.5. (ce) The Borrowers, the Facility Limit shall Administrative Agent and the Consenting Banks may enter into an amendment to this Agreement to effect such modifications as may be reduced by necessary to reflect the amount terms of any Termination Date Extension Request that has become effective in accordance with the Group Commitments provisions of such Exiting Lender’s Group terminated pursuant to clause (b) abovethis Section.

Extension of Termination Date. From time (a) The Company may, by written notice to timethe Administrative Agent (each such notice being an "Extension Request") given no more than 59 days nor less than 30 days prior to each anniversary date of this Agreement, any Borrower may advise extend the Administrator 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 Group 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 desire consent to, or refusal of, any such Extension Request at least 15 days prior to extend 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 then current Scheduled Termination Date to a date that is (x) not more than three hundred and sixtyin effect for such Non-four (364) days after such then current Scheduled Termination Date and (y) not later than the Facility Termination Date scheduled to occur pursuant to clause (a) of the definition thereof; provided such request is made not more than one hundred and twenty (120) days Extending Bank immediately prior to, and not less than ninety (90) days prior to, the then current Scheduled Termination Date. In the event that all the Lenders in any Group are agreeable to such extensionExtension Request, the Administrator shall so notify such Borrower in writing (it being understood that the Lenders may accept or decline such a request in their sole discretion and on such terms as they may elect) not less than sixty (60) days prior to the then current Scheduled Termination Date the Company shall pay the Administrative Agent, for the account of such Non-Extending Banks, an amount equal to such Non-Extending Banks' Advances plus accrued but unpaid interest and such Borrower, the applicable Servicer, the Administrator, the Group Agents and the Lenders shall enter into such documents as the Lenders may deem reasonably necessary or appropriate to reflect such extension, fees thereon and all reasonable costs and expenses incurred by other amounts owed such Bank hereunder; provided that the Lenders, the Administrator and the Group Agents in connection therewith (including reasonable Attorneys’ CostsCompany has not replaced such Non-Extending Banks pursuant to Section 2.22(b) shall be paid by such Borrower. If all the Lenders in at least one Group accept such request for extension but any Lender in any other Group declines the request for such extension (all such Lenders in Groups containing Lenders that decline such a request, “Exiting Lenders”), then effective as of the Scheduled Termination Date (without giving effect to such requested extension): (a) the Scheduled Termination Date shall be extended as agreed to by such accepting Lender(s);below. (b) A Non-Extending Bank shall be obligated, at the Commitments request of the Exiting Lenders Company and subject to the Non-Extending Bank receiving payment in full of (i) the principal amount of all Advances owing to such Non-Extending Bank, and (ii) all accrued interest and fees owing to such Non-Extending Bank and all other amounts owing to such Non-Extending Bank hereunder, to assign without recourse, representation, warranty (other than good title to its Advances) or expense to such Non-Extending Bank, at any time prior to the Termination Date applicable to such Non-Extending Bank, all of its rights (other than rights that would survive the termination of this Agreement pursuant to Section 10.12) and obligations hereunder to one or more Purchasers (the "Replacement Banks") nominated by the Company and willing to take the place of such Non-Extending Bank; provided that each such Replacement Bank satisfies all the requirements of this Agreement and the Administrative Agent shall terminate; andhave consented to such assignment, which consent shall not be unreasonably withheld. Each such Replacement Bank shall become a Continuing Bank hereunder in replacement for the Non-Extending Bank. (c) If the Facility Limit Termination Date shall be reduced by have been extended in respect of Continuing Banks in accordance with Section 2.22(a), any notice of borrowing specifying a date for the amount borrowing of an Advance occurring after the Group Commitments Termination Date applicable to a Non-Extending Bank or requesting an Interest Period extending beyond such date shall (a) have no effect in respect of such Exiting Lender’s Group terminated pursuant to clause Non-Extending Bank and (b) abovenot specify a requested aggregate principal amount exceeding the Aggregate Commitment excluding the Commitments of all such Non-Extending Banks. (d) If the Termination Date shall have been extended in respect of Continuing Banks in accordance with this Section 2.22, all references herein to the "Termination Date" shall, with respect to all parties hereto other than Non-Extending Banks, refer to the Termination Date as so extended.

Extension of Termination Date. From time (a) So long as no Event of Default or Unmatured Default has occurred and is continuing, the Borrowers may, no earlier than 90 days prior to timethe first anniversary of the date hereof but no later than 90 days prior to the last anniversary of the date hereof preceding the then-effective Termination Date, any Borrower may by delivering a written request (the date of delivery of the written request described below being the “Extension Notice Date”) 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 Administrator Administrative Agent of its approval or rejection of such request. The Borrowers may exercise their right to request an extension of the Termination Date under this Section 2.19 no more than two times. (b) Upon receipt of such notification from the Administrative Agent, each Lender may (but shall not be required to), in its sole and each Group absolute discretion, agree to extend the Termination Date with respect to its Commitment and any of its Outstanding Credits for a period of one year, and shall (should it determine to do so), no earlier than 60 days but in any event no later than 70 days immediately following the Extension Notice Date, notify the Administrative Agent in writing of its desire consent to extend such request. If any Lender shall not so notify the Administrative Agent, such Lender shall be deemed not to have agreed to such request. The Administrative Agent shall thereupon notify the Borrowers no later than 75 days following the Extension Notice Date as to the Lenders, if any, that have consented to such request. Notwithstanding the foregoing, no Advance shall be outstanding longer than 364 days. (c) If Lenders holding Commitments aggregating more than 66-2/3% of the Commitments then current Scheduled in effect agree to such request, the Commitment of each Lender that agreed to such request shall be extended for a period of one year, commencing on the then-scheduled Termination Date Date; subject, however, to a the conditions precedent that (i) the following statements shall be true: (A) no event has occurred and is continuing, or would result from the extension of the Termination Date, that constitutes an Event of Default or would, with the giving of notice or the lapse of time, or both, constitute an Event of Default and (B) the representations and warranties contained in Section 4.01 are correct in all material respects on and as of the date that is of extension of the Termination Date, before and after giving effect to such extension, as though made on and as of such date, and that, on or prior to the date of such extension, and (ii) the Administrative Agent shall have received the following, each dated such date and in form and substance satisfactory to the Administrative Agent: (x) not more than three hundred a certificate of a duly authorized officer of each Borrower to the effect that as of the date of extension of the Termination Date the statements set forth in clauses (A) and sixty-four (364B) days above are true, (y) certified copies of the resolutions of the Board of Directors of each Borrower authorizing such extension and the performance of this Agreement on and after the date 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 then current Scheduled extension of the Termination Date and (yz) an opinion of counsel to the Borrowers, as to such matters related to the foregoing as the Administrative Agent or the Lenders through the Administrative Agent may reasonably request. Subject to subsection (d) below, the Commitment of any Lender electing not later than to extend (or failing to notify the Facility Administrative Agent in writing of its consent to extend) the Termination Date shall automatically terminate on the then-scheduled Termination Date (without regard to occur pursuant to clause any extension by any other Lender). (ad) of the definition thereof; provided such request is made not more than one hundred and twenty (120) days prior to, and not less than ninety (90) days prior to, the then current Scheduled Termination Date. In the event that all any Lender (a “Nonconsenting Lender”) shall not agree (or shall be deemed not to have agreed) to an extension request of the Lenders in any Group are agreeable Borrowers made pursuant to such extensionsubsection (a) above, the Administrator shall so notify such Borrower in writing Borrowers will have the right to substitute other financial institutions reasonably acceptable to the Administrative Agent, the Swing Line Lenders and the Fronting Banks for any Nonconsenting Lender (it being understood provided that the other Lenders may accept or decline 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 a request in their sole discretion Nonconsenting Lender before the Borrowers shall be permitted to substitute any other financial institution for such Nonconsenting Lender) by causing any Nonconsenting Lender to assign its Commitment pursuant to Section 8.08 hereof, provided, however, that the parties to any such assignment shall not be required to pay the processing and on recordation fee otherwise payable under Section 8.08(a)(iv), and provided, further that such terms as they may elect) not less than sixty (60) days Nonconsenting Lender shall, prior to the then current Scheduled effectiveness of any such assignment, be paid in full all amounts due to it hereunder. (e) Upon the extension of the Termination Date and such Borrowerin accordance with this Section 2.19, the applicable Servicer, Administrative Agent shall deliver to each Lender a revised Schedule I setting forth the Administrator, the Group Agents and the Lenders shall enter into such documents as the Lenders may deem reasonably necessary or appropriate to reflect such extension, and all reasonable costs and expenses incurred by the Lenders, the Administrator and the Group Agents in connection therewith (including reasonable Attorneys’ Costs) shall be paid by such Borrower. If all the Lenders in at least one Group accept such request for extension but any Commitment of each Lender in any other Group declines the request for such extension (all such Lenders in Groups containing Lenders that decline such a request, “Exiting Lenders”), then effective as of the Scheduled Termination Date (without after giving effect to such requested extension):extension of the Termination Date for each Lender, and such Schedule I shall replace the Schedule I in effect before the extension of the then applicable Termination Date. (af) In the Scheduled event that any Lender shall not have consented to a request made by the Borrowers under this Section 2.19 to extend the Termination Date Date, then, on the date of any termination of such Lender’s Commitment pursuant to this Section 2.19, the Borrowers shall pay or prepay to such Lender the aggregate outstanding principal amount of all Advances of such Lender and an amount equal to the aggregate Stated Amount of all issued but undrawn Letters of Credit issued by such Lender with respect to such termination of its Commitment, together with accrued interest to the date of such 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 Borrowers shall be extended as agreed obligated to by reimburse each such accepting Lender(s); (b) the Commitments of the Exiting Lenders shall terminate; and (c) the Facility Limit shall be reduced by the amount of the Group Commitments of such Exiting Lender’s Group terminated Lender in respect thereof pursuant to clause (b) aboveSection 8.05(b).

Extension of Termination Date. From time to time, any Borrower may advise the Administrator and each Group Agent in writing of its desire to extend the then current Scheduled Termination Date to a date that is (x) not more than three hundred and sixty-four (364) days after such then current Scheduled Termination Date and (y) not later than the Facility Termination Date scheduled to occur pursuant to clause (a) The Borrower may request an extension of the definition thereof; provided initial Termination Date, or if previously extended, the then-applicable Termination Date, for an additional twelve (12) month period in the case of each such request is made extension by 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 (which notice, together with such projections, shall promptly be forwarded by the Administrative Agent to the Lenders), not more than one hundred and twenty (120) days prior to, and not nor less than ninety (90) days prior toto the anniversary of the Closing Date that precedes the then-effective Termination Date by one year (any such request, an "Extension Request"). Upon receipt of such Extension Request, each Lender shall respond to the then current Scheduled Termination Date. In Borrower and the event that all the Lenders in any Group are agreeable to such extension, the Administrator shall so notify such Borrower Administrative Agent in writing (it being understood that the Lenders may accept or decline such a request in their sole discretion and on such terms as they may elect) not less no later than sixty (60) days prior to such anniversary of the then current Scheduled Termination Date and Closing Date, either irrevocably consenting to such Borrower, the applicable Servicer, the Administrator, the Group Agents and the Lenders shall enter into Extension Request or declining to extend such documents as the Lenders may deem reasonably necessary or appropriate to reflect such extension, and all reasonable costs and expenses incurred Lender's Commitment. Any determination by the Lenders, the Administrator and the Group Agents in connection therewith (including reasonable Attorneys’ Costs) shall be paid by such Borrower. If all the Lenders in at least one Group accept such request for extension but any Lender in any other Group declines the request for such to consent to an extension (all such Lenders in Groups containing Lenders that decline such a request, “Exiting Lenders”), then effective as of the Scheduled Termination Date (without giving effect to such requested extension): (a) the Scheduled Termination Date shall be in its sole and absolute discretion and, subject to receipt by the Borrower and the Administrative Agent of such consent, there shall be no obligation on the part of any Lender hereunder, whether express or implied, to extend the Termination Date. Any Lender which fails to respond by the date set forth above shall be deemed to have declined the Extension Request. Upon receipt of the written consent to such Extension Request by the Borrower and the Administrative Agent from Lenders holding 100% of the Aggregate Commitment, the Administrative Agent shall notify the Borrower and the Lenders that the Termination Date has been extended as agreed to by such accepting Lender(s);for an additional twelve (12) month period. (b) In the Commitments event any Lender shall fail to consent to an Extension Request within the time provided in paragraph (a) above (each such Lender, a "Non-Extending Lender"), the Borrower may obtain one or more other Lenders or, with the consent of the Exiting Lenders shall terminateAdministrative Agent, one or more other Eligible Assignees willing to replace such Non- Extending Lender (each such Eligible Assignee, a "Replacement Lender"); and (c) provided, that, any replacement must occur on or prior to the Facility Limit shall be reduced by the amount anniversary of the Group Commitments of such Exiting Lender’s Group terminated pursuant to clause (b) above.Closing Date that precedes the

Extension of Termination Date. From time (a) Provided no Event of Default or Unmatured Event of Default has occurred and is continuing, at least 60 days but not more than 90 days before each anniversary of the Effective Date (excluding however that anniversary of the Effective Date which coincides with the then effective Termination Date), the Company may, by delivering a written request to timethe Administrative Agent, any Borrower may request that each Bank extend for one year the Termination Date with respect to such Bank’s Commitment. The Administrative Agent shall, upon receipt of such a request, promptly notify each Bank thereof, and request that each Bank advise the Administrator Administrative Agent of its approval or rejection of such request within 30 days of its receipt of such notification. (b) Upon receipt of such notification from the Agent, each Bank may (but shall not be required to), in its sole and each Group absolute discretion, consent to extend the Termination Date with respect to its Commitment for a period of one year, and, should it agree to do so, shall so notify the Agent in writing of its desire consent no later than 30 days following the Administrative Agent’s notification of the Company’s request. If any Bank shall not so notify the Administrative Agent within 30 days, such Bank shall be deemed not to extend have consented to such request (the then current Scheduled Banks not so consenting or so failing to notify the Administrative Agent collectively the “Non-Consenting Banks” and individually a “Non-Consenting Bank”). The Termination Date will not be extended unless at least the Required Banks consent to a date the requested extension pursuant to this paragraph (b). The Administrative Agent shall promptly notify the Company as to the Banks, if any, that is (x) have not more than three hundred consented to such request. If the requested extension fails to obtain the consent of the Required Banks, the Administrative Agent shall promptly give written notice to the Company and sixty-four (364) days after such then current Scheduled each Bank stating that the Termination Date then in effect (and specifying such date) has not been extended. (yc) not later than Provided at least the Facility Required Banks have consented to the Company’s request for an extension, notwithstanding a notice given by the Administrative Agent to the Company that a Bank has become a Non-Consenting Bank pursuant to paragraph (b) above, the Termination Date scheduled to occur pursuant to clause then in effect shall be extended for the requested additional one-year period on the condition that the Company exercises one or more of the options set forth in paragraph (a) of the definition thereof; provided such request is made not more than one hundred Section 2.6 and twenty (120) days prior to, and not less than ninety (90) days prior to, the then current Scheduled Termination Date. In the event that all the Lenders in any Group are agreeable to such extension, the Administrator shall so notify such Borrower in writing (it being understood that the Lenders may accept or decline such a request in their sole discretion and on such terms as they may elect) not less than sixty (60) days prior to the then current Scheduled Termination Date and such Borrower, the applicable Servicer, transactions are consummated within the Administrator, the Group Agents and the Lenders shall enter into such documents as the Lenders may deem reasonably necessary or appropriate to reflect such extension, and all reasonable costs and expenses incurred by the Lenders, the Administrator and the Group Agents time period specified in connection therewith (including reasonable Attorneys’ Costs) shall be paid by such Borrower. If all the Lenders in at least one Group accept such request for extension but any Lender in any other Group declines the request for such extension (all such Lenders in Groups containing Lenders that decline such a request, “Exiting Lenders”), then effective as of the Scheduled Termination Date (without giving effect to such requested extension): (a) the Scheduled Termination Date shall be extended as agreed to by such accepting Lender(s); paragraph (b) of Section 2.6. (d) If the Commitments conditions for extension of the Exiting Lenders shall terminate; and a Termination Date pursuant to paragraph (c) above are not met, promptly following the Facility Limit shall be reduced by last day on which the amount Company could have exercised one or more of the Group Commitments options to cause an extension of such Exiting Lender’s Group terminated the Termination Date pursuant to clause paragraph (bc) aboveabove (or sooner, if the Company informs the Administrative Agent that it does not intend to do so), the Administrative Agent shall give written notice to the Company and each Bank stating that the Termination Date then in effect (and specifying such date) has not been extended.

Extension of Termination Date. From (a) At least 60 days but not more than 90 days prior to any anniversary of the Effective Date, the Borrower, by written notice to the Agent, may request an extension of the Termination Date in effect at such time to timeby one year from its then scheduled expiration (which request may be conditioned on a minimum level of Revolving Credit Commitments from Consenting Lenders and Assuming Lenders). The Agent shall promptly notify each Lender of such request, any Borrower may advise the Administrator and each Group Lender shall in turn, in its sole discretion, not later than 30 days prior to such anniversary date, notify the Borrower and the Agent in writing as to whether such Lender will consent to such extension. If any Lender shall fail to notify the Agent and the Borrower in writing of its desire consent to extend any such request for extension of the then current Scheduled Termination Date at least 30 days prior to the applicable anniversary date, such Lender shall be deemed to be a Non-Consenting Lender with respect to such request. The Agent shall notify the Borrower not later than 25 days prior to the applicable anniversary date of the decision of the Lenders regarding the Borrower’s request for an extension of the Termination Date. (b) If all 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 the applicable anniversary date (the “Extension Date”), be extended for one year; provided that on each Extension Date the applicable conditions set forth in Section 3.02 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 2.20, the Termination Date in effect at such time shall, effective as at the applicable Extension Date and subject to subsection (d) of this Section 2.20, be extended as to those Lenders that so consented (each a “Consenting Lender”) but shall not be extended as to any other Lender (each a “Non-Consenting Lender”). To the extent that the Termination Date is not extended as to any Lender pursuant to this Section 2.20 and the Revolving Credit Commitment of such Lender is not assumed in accordance with subsection (c) of this Section 2.20 on or prior to the applicable Extension Date, the Revolving Credit Commitment 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 2.12, 2.15 and 8.04, and its obligations under Section 7.05, shall survive the Termination Date for such Lender as to matters occurring prior to such date. It is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for any requested extension of the Termination Date. (c) If less than all of the Lenders consent to any such request pursuant to subsection (a) of this Section 2.20, the Agent shall promptly so notify the Consenting Lenders, and each Consenting Lender may, in its sole discretion, give written notice to the Agent not later than five days prior to the Extension Date of the amount of the Non-Consenting Lenders’ Revolving Credit Commitments for which it is willing to accept an assignment. If the Consenting Lenders notify the Agent that they are willing to accept assignments of Revolving Credit Commitments in an aggregate amount that exceeds the amount of the Revolving Credit Commitments of the Non-Consenting Lenders, such Revolving Credit Commitments shall be allocated among the Consenting Lenders willing to accept such assignments in such amounts as are agreed between the Borrower and the Agent. If after giving effect to the assignments of Revolving Credit Commitments described above there remains any Revolving Credit Commitments of Non-Consenting Lenders, the Borrower may arrange for one or more Consenting Lenders or other Eligible Assignees as Assuming Lenders to assume, effective as of the Extension Date, any Non-Consenting Lender’s Revolving Credit Commitment and all of the obligations of such 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 amount of the Revolving Credit Commitment of any such Assuming Lender as a result of such substitution shall in no event be less than $20,000,000 unless the amount of the Revolving Credit Commitment of such Non-Consenting Lender is less than $20,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and 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 paid to such Non-Consenting Lender; and (iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section 8.07(a) for such assignment shall have been paid; provided further that such Non-Consenting Lender’s rights under Sections 2.12, 2.15 and 8.04, and its obligations under Section 7.05, shall survive such substitution as to matters occurring prior to the date of substitution. At least five Business Days prior to any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the Borrower and the Agent an Assumption Agreement, duly executed by such Assuming Lender, such Non-Consenting Lender, the Borrower and the Agent and (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Agent as to the increase in the amount of its Commitment. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting 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 Lenders, and the obligations of each such Non-Consenting Lender hereunder shall, by the provisions hereof, be released and discharged. (d) If (after giving effect to any assignments or assumptions pursuant to subsection (c) of this Section 2.20) Lenders having Commitments equal to at least 50% of the Revolving Credit Commitments in effect immediately prior to the Extension Date consent in writing to a date that is requested extension (x) not more than three hundred and sixty-four (364) days after such then current Scheduled Termination Date and (ywhether by execution or delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date, the Facility Agent shall so notify the Borrower, and, subject to the satisfaction of the applicable conditions in Section 3.02, the Termination Date scheduled to occur pursuant to clause then in effect shall be extended for the additional one year period as described in subsection (a) of the definition thereof; provided such request is made not more than one hundred and twenty (120) days prior to, and not less than ninety (90) days prior to, the then current Scheduled Termination Date. In the event that all the Lenders in any Group are agreeable to such extension, the Administrator shall so notify such Borrower in writing (it being understood that the Lenders may accept or decline such a request in their sole discretion and on such terms as they may elect) not less than sixty (60) days prior to the then current Scheduled Termination Date and such Borrower, the applicable Servicer, the Administrator, the Group Agents and the Lenders shall enter into such documents as the Lenders may deem reasonably necessary or appropriate to reflect such extensionthis Section 2.20, and all reasonable costs references in this Agreement, and expenses incurred by in the LendersNotes, if any, to the “Termination Date” shall, with respect to each Consenting Lender and each Assuming Lender for such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Administrator and the Group Agents in connection therewith (including reasonable Attorneys’ Costs) Agent shall be paid by such Borrower. If all notify the Lenders in at least one Group accept such request for extension but any Lender in any other Group declines the request for such extension (all such Lenders in Groups containing Lenders that decline such a requestincluding, “Exiting Lenders”)without limitation, then effective as each Assuming Lender) of the Scheduled extension of the scheduled Termination Date (without giving in effect immediately prior thereto and shall thereupon record in the Register the relevant information with respect to each such requested extension): (a) the Scheduled Termination Date shall be extended as agreed to by Consenting Lender and each such accepting Lender(s); (b) the Commitments of the Exiting Lenders shall terminate; and (c) the Facility Limit shall be reduced by the amount of the Group Commitments of such Exiting Assuming Lender’s Group terminated pursuant to clause (b) above.

Extension of Termination Date. From time With respect to timeTranche A Loans, any Borrower may advise the Administrator Company may, pursuant to a Commitment Extension Request in the form of Exhibit H delivered to the Agent and each Group Agent in writing of its desire Bank not less than 75 days prior to the then scheduled Termination Date, request each Bank to extend the then current Scheduled Termination Date to a date that is (x) not more than three its Commitment for an additional three-hundred and sixty-four (364) days after day period expiring on the 364th day of such then current Scheduled Termination Date and period (yor, 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 two (2) not later than the Facility Termination Date scheduled to occur occasions pursuant to clause (a) of a Commitment Extension Request delivered to the definition thereof; provided such request is made not more than one hundred Agent and twenty (120) days prior to, and each Bank not less than ninety (90) 75 days prior toto 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 consents shall be given no less than 30 days prior to the then scheduled applicable Termination Date, by signing and returning an original copy of the Commitment Extension Request attached hereto as Exhibit H, such Termination Date shall be so extended, and each Bank hereby agrees that the Agent may amend this Agreement and any other Loan Document to the extent necessary to effectuate such extension without the necessity of obtaining any such Bank's signature, the then current Scheduled Termination Dateprovisions of paragraph 13 to the contrary notwithstanding. In the event that less than all of the Lenders in Banks consent to an extension of their respective Commitments, such Termination Date shall not be 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 Group are agreeable such other bank, including any signatory Bank, to the extent of, and with respect to such extensionan increase in its Commitment, being herein called a "Replacement Bank"), to assume the Administrator shall so notify Commitment and obligations of such Borrower in writing nonconsenting Bank or Banks (it being understood 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 Lenders may accept or decline such a request in their sole discretion Banks (excluding the Nonconsenting Banks and on such terms as they may electeach Replacement Bank) not less than sixty (60) days have consented to the Commitment Extension Request prior to the then current Scheduled scheduled Termination Date and Date, (i) such Borrower, the applicable Servicer, the Administrator, the Group Agents and the Lenders shall enter into such documents as the Lenders may deem reasonably necessary or appropriate to reflect such extension, and all reasonable costs and expenses incurred by the Lenders, the Administrator and the Group Agents in connection therewith (including reasonable Attorneys’ Costs) shall be paid by such Borrower. If all the Lenders in at least one Group accept such request for extension but any Lender in any other Group declines the request for such extension (all such Lenders in Groups containing Lenders that decline such a request, “Exiting Lenders”), then effective as of the Scheduled Termination Date (without giving effect to such requested extension): (a) the Scheduled Termination Date shall be extended as agreed to by so extended, (ii) each such accepting Lender(s); (b) the Commitments of the Exiting Lenders shall terminate; and (c) the Facility Limit Replacement Bank shall be reduced by deemed to be a "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. Each Bank will use its best efforts to respond promptly to any Commitment Extension Request, provided that no Bank's failure to so respond shall create any claim against it or have the amount effect of the Group Commitments of extending such Exiting Lender’s Group terminated pursuant to clause (b) aboveapplicable Termination Date.

Extension of Termination Date. From time to time, any Borrower may advise the Administrator and each Group Agent in writing of its desire to extend the then current Scheduled Termination Date to a date that is (x) not more than three hundred and sixty-four (364) days after such then current Scheduled Termination Date and (y) not later than the Facility Termination Date scheduled to occur pursuant to clause (a) of the definition thereof; provided such request is made not more Not earlier than one hundred and twenty (120) 45 days prior to, and not less nor later than ninety (90) 35 days prior to, the Termination Date then current Scheduled in effect, the Borrower may, upon notice to the Administrative Agent (which shall promptly notify the Lenders), request a 364-day extension of the Termination DateDate then in effect. In No later than 15 days after the giving by the Borrower of such notice to the Administrative Agent, each Lender shall notify the Administrative Agent whether or not it consents to such extension (which consent may be given or withheld in such Lender’s sole and absolute discretion and, if given, shall not become irrevocable until the 30th day prior to the Termination Date then in effect). Any Lender not responding within the above time period shall be deemed not to have consented to such extension. The Administrative Agent shall promptly, and in any event that all not less than 15 days prior to the Termination Date then in effect, notify the Borrower and the Lenders in of the Lenders’ responses. If any Group are agreeable Lender declines, or is deemed to have declined, to consent to such extension, the Administrator shall so notify Borrower may cause any such Borrower in writing (it being understood that the Lenders may accept or decline such Lender to be replaced as a request in their sole discretion and on such terms as they may elect) not less than sixty (60) days Lender pursuant to Section 10.16 at any time prior to the then current Scheduled Termination Date and such Borrower, the applicable Servicer, the Administrator, the Group Agents and the Lenders shall enter into such documents as the Lenders may deem reasonably necessary or appropriate to reflect such extension, and all reasonable costs and expenses incurred by the Lenders, the Administrator and the Group Agents then in connection therewith (including reasonable Attorneys’ Costs) shall be paid by such Borrower. If all the Lenders in at least one Group accept such request for extension but any Lender in any other Group declines the request for such extension (all such Lenders in Groups containing Lenders that decline such a request, “Exiting Lenders”), then effective as of the Scheduled Termination Date (without giving effect to such requested extension):effect. (ab) the Scheduled The Termination Date shall be extended only if all Lenders (after giving effect to any replacements of the Lenders permitted herein) (the “Consenting Lenders”) have consented thereto. If so extended, the Termination Date, as agreed to the Consenting Lenders, shall be extended to a date 364 days from the Termination Date then in effect, effective as of the Termination Date then in effect (such existing Termination Date being the “Extension Effective Date”). The Administrative Agent and the Borrower shall promptly confirm to the Lenders such extension and the Extension Effective Date. As a condition precedent to such extension, the Borrower shall deliver to the Administrative Agent a certificate of the Borrower dated as of the Extension Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of the Borrower certifying (which certification shall be true and correct) that, before and after giving effect to such accepting Lender(s); extension, (bA) the Commitments representations and warranties contained in Article V and each Compliance Certificate are true and correct on and as of the Exiting Lenders shall terminate; andExtension Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct as of such earlier date, and (B) no Default or Event of Default exists. (c) This Section 2.14 shall supersede any provisions in Section 10.01 to the Facility Limit shall be reduced by the amount of the Group Commitments of such Exiting Lender’s Group terminated pursuant to clause (b) abovecontrary.

Extension of Termination Date. From time to timeThe Company, any Borrower on behalf of itself and the other Borrowers, may advise request one-year extensions of the Administrator and each Group Agent in writing of its desire to extend the then current Scheduled Termination Date to a date that is (x) not more than three hundred and sixty-four (364) days after such then current Scheduled Termination Date and (y) not later than the Facility Termination Date scheduled to occur pursuant to clause (a) of the definition thereof; provided such request is made not more than one hundred and twenty (120) days prior to, and not less than ninety (90) days prior to, the then current Scheduled Termination Date. In the event that all the Lenders in any Group are agreeable to such extension, the Administrator shall so notify such Borrower in writing (it being understood that the Lenders may accept or decline such by submitting a request in their sole discretion and on such terms as they may electfor an extension to the Administrative Agent (each, an "Extension Request") not less no more than sixty (60) and no less than thirty (30) days prior to the then current Scheduled effective Termination Date, which Extension Request shall specify (i) the new Termination Date requested by the Borrowers, which new Termination Date shall be a date not later than 364 days after the "Response Date" (as defined below) and such Borrower(ii) the 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 applicable Servicer, Administrative Agent shall notify each Lender thereof and shall request each Lender to approve the Administrator, Extension Request. Each Lender approving the Group Agents Extension Request shall deliver its written consent no later than the Response Date (and the Lenders failure to provide such written consent by such date shall enter into such documents as be deemed to be a decision not to extend). The Commitment of each Lender that declines to extend with respect to the Lenders may deem reasonably necessary 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 appropriate the Aggregate Commitment reduced. All Obligations due to reflect such extension, and all reasonable costs and expenses incurred by the Lenders, the Administrator and the Group Agents in connection therewith (including reasonable Attorneys’ Costs) 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 Borrower. If all Lender on the Lenders in at least one Group accept such request for extension but any Lender in any other Group declines the request for such extension (all such Lenders in Groups containing Lenders that decline such a request, “Exiting Lenders”), then effective as of the Scheduled Termination Date (without giving effect to any such requested extension): (a) extension thereto). The Required Lenders and the Scheduled Borrowers must agree to any extension with respect to the Termination Date for any such extension to become effective, and the Administrative Agent shall be extended as agreed to by such accepting Lender(s); (b) promptly notify the Commitments Borrowers and each Lender of the Exiting Lenders shall terminate; and (c) the Facility Limit shall be reduced by the amount of the Group Commitments of such Exiting Lender’s Group terminated pursuant to clause (b) aboveany new Termination Date.

Extension of Termination Date. From (a) IBM may, by written request (an “Extension Request”) to the Administrative Agent, substantially in the form of Exhibit J, delivered at any time to during the 60-day period preceding each anniversary of the Effective Date, request that the Lenders extend the Termination Date then in effect by one year. (b) Upon receipt of an Extension Request, the Administrative Agent shall promptly notify each Lender thereof, and each Lender shall notify the Administrative Agent in writing by the deadline (the “Extension Request Deadline”) specified in such Extension Request, which deadline shall in any case not be later than 5:00 p.m., New York City time, on the date which is 30 days after delivery of such Extension Request, of such Lender’s election, in its sole discretion, (i) to extend the Termination Date as set forth in the Extension Request (provided that the Termination Date shall be so extended only to the extent expressly provided in paragraph (c) below) or (ii) not to extend the Termination Date by one year (any Borrower may advise Lender not electing to extend, a “Non-Extending Lender”). Any Lender that fails to notify the Administrator and each Group Administrative Agent in writing of its desire to extend the then current Scheduled Termination Date to a date that is (x) not more than three hundred and sixty-four (364) days after such then current Scheduled Termination Date and (y) not later than the Facility Termination Date scheduled to occur pursuant to clause (a) of the definition thereof; provided such request is made not more than one hundred and twenty (120) days prior to, and not less than ninety (90) days prior to, the then current Scheduled Termination Date. In the event that all the Lenders in any Group are agreeable to such extension, the Administrator shall so notify such Borrower in writing (it being understood that the Lenders may accept or decline such a request in their sole discretion and on such terms as they may elect) not less than sixty (60) days prior to the then current Scheduled Termination Date and such Borrower, the applicable Servicer, the Administrator, the Group Agents and the Lenders shall enter into such documents as the Lenders may deem reasonably necessary or appropriate to reflect such extension, and all reasonable costs and expenses incurred election by the Lenders, the Administrator and the Group Agents in connection therewith (including reasonable Attorneys’ Costs) Extension Request Deadline shall be paid by such Borrower. If all the Lenders in at least one Group accept such request for extension but any Lender in any other Group declines the request for such extension (all such Lenders in Groups containing Lenders that decline such deemed to be a request, “Exiting Lenders”), then effective as of the Scheduled Termination Date (without giving effect to such requested extension): (a) the Scheduled Termination Date shall be extended as agreed to by such accepting Lender(s); (b) the Commitments of the Exiting Lenders shall terminate; andNon-Extending Lender. (c) If Lenders whose Revolving Credit Commitments aggregate at least 51% of the Facility Limit Revolving Credit Commitments of all Lenders agree to extend the Termination Date, then the Termination Date shall automatically be so extended as of the Extension Request Deadline, provided that any Lender that became a Non-Extending Lender pursuant to any previous Extension Request shall be reduced deemed to be a Non-Extending Lender in respect of each subsequent Extension Request, and provided, further, that if all Lenders do not agree to extend the Termination Date, then (i) IBM shall have the right to cancel any such extension by so notifying the amount Administrative Agent within five Business Days after the relevant Extension Request Deadline, in which case the Termination Date then in effect shall not be extended and (ii) in the event that such extension is not so cancelled, then, with respect to each Non-Extending Lender, IBM shall either (directly or, where applicable, through the relevant Subsidiary Borrowers): (i) during the six-month period preceding the Termination Date in effect on the date of the Group relevant Extension Request (the “Existing Termination Date”), on each date on which US$ Loans are borrowed or continued as, or converted into, Eurodollar Loans having an Interest Period ending after the Existing Termination Date, repay the portion of such Non-Extending Lender’s Loans which would otherwise have been part of such borrowing, continuation or conversion and permanently reduce such Non-Extending Lender’s Revolving Credit Commitment by a like amount, (ii) on the Existing Termination Date, terminate the Revolving Credit Commitment and Swing Line Commitment (if any) of such Non-Extending Lender and repay the then outstanding US$ Loans made by such Non-Extending Lender, together with accrued but unpaid interest, commitment fees and all other amounts then due and payable to such Non-Extending Lender hereunder, including, without limitation, amounts payable pursuant to Section 2.19, and (iii) on the Existing Termination Date either (A) terminate the Commitments of such Exiting Non-Extending Lender under any Local Currency Facility and repay the then outstanding Local Currency Loans made by such Non-Extending Lender’s Group terminated pursuant , together with accrued but unpaid interest, commitment fees and all other amounts then due and payable to such Non-Extending Lender under any Local Currency Facility or (B) to the extent the option described in clause (bA) above.above is not exercised, obtain the written agreement of such Non-Extending Lender that the loans and other obligations outstanding under each relevant Local Currency Facility shall on the Existing Termination Date automatically cease to be subject to the terms of this Agreement (including the guarantee of IBM contained in Section 10); or

Extension of Termination Date. From (a) At least 30 days but not more than 60 days prior to any Anniversary Date, the Borrower, by written notice to the Administrative Agent, may request an extension of the Termination Date in effect at such time to timeby one calendar year from the then scheduled Termination Date. The Administrative Agent shall promptly notify each Lender of such request, any Borrower may advise the Administrator and each Group Lender shall in turn, in its sole discretion, not later than 15 days after the date of such extension request, notify the Borrower and the Administrative Agent in writing as to whether such Lender will consent to such extension. If any Lender shall fail to notify the Administrative Agent and the Borrower in writing of its desire consent to extend any such request for extension of the then current Scheduled Termination Date to a date that is (x) not more than three hundred and sixty-four (364) within 15 days after the date of such then current Scheduled Termination Date and (y) extension request, such Lender shall be deemed to be a Non-Consenting Lender with respect to such request. The Administrative Agent shall notify the Borrower not later than 15 days prior to such Anniversary Date of the Facility decision of the Lenders regarding the Borrower's request for an extension of the Termination Date scheduled Date. (b) If all of the Lenders consent in writing to occur pursuant to clause any such request in accordance with subsection (a) of this Section 2.17, the definition thereofTermination Date shall, effective as at such next Anniversary Date (the "Extension Date"), be extended for one calendar 41 37 year from the then scheduled Termination Date; 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 consequence thereof. If Lenders holding at least a majority in interest of the aggregate Commitments at such time consent in writing to any such request is made not more than one hundred and twenty in accordance with subsection (120a) days prior to, and not less than ninety (90) days prior toof this Section 2.17, the then current Scheduled Termination Date in effect at such time shall, effective as at the applicable Extension Date, be extended as to those Lenders that so have consented (each a "Consenting Lender") but shall not be extended as to any other Lender (each a "Non-Consenting Lender"). In To the event that all the Lenders in any Group are agreeable to such extension, the Administrator shall so notify such Borrower in writing (it being understood extent that the Lenders may accept Termination Date is not extended as to any Lender pursuant to this Section 2.17 and the Commitment of such Lender is not assumed in accordance with subsection (c) of this Section 2.17 on or decline such a request in their sole discretion and on such terms as they may elect) not less than sixty (60) days prior to the then current Scheduled applicable Extension Date, the Commitment of such Non-Consenting Lender shall automatically terminate in whole on such unextended Termination Date and such 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, 8.04 and 8.09, and its obligations under Section 7.05, shall survive the Termination Date for such Lender as to matters occurring prior to such date. It is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for any requested extension of the Termination Date. (c) If Lenders holding at least 51% of the aggregate Commitments at any time consent to any such request pursuant to subsection (a) of this Section 2.17, the Borrower may arrange for one or more Consenting Lenders or, to the extent that the Consenting Lenders decline to assume any Non-Consenting Lender's Commitment, other Eligible Assignees (each such Eligible Assignee that accepts an offer to assume a Non-Consenting Lender's Commitment as of the applicable ServicerExtension Date and each Eligible Assignee that accepts an offer to participate in a requested Commitment Increase in accordance with Section 2.18(c) being an "Assuming Lender") to assume, the Administrator, the Group Agents and the Lenders shall enter into such documents as the Lenders may deem reasonably necessary or appropriate to reflect such extension, and all reasonable costs and expenses incurred by the Lenders, the Administrator and the Group Agents in connection therewith (including reasonable Attorneys’ Costs) shall be paid by such Borrower. If all the Lenders in at least one Group accept such request for extension but any Lender in any other Group declines the request for such extension (all such Lenders in Groups containing Lenders that decline such a request, “Exiting Lenders”), then effective as of the Scheduled Termination Date Extension Date, any Non-Consenting Lender's Commitment and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting Lender; provided, however, that if the Borrower makes an offer to any Consenting Lender to assume any Non-Consenting Lender's Commitment, it shall make such offer to all Consenting Lenders on a pro rata basis based on their respective Commitments and such Non-Consenting Lender's Commitment shall be allocated among those Consenting Lenders which accept such offer on a pro rata basis based on their respective Commitments, provided further however, that the amount of the Commitment of any such Assuming Lender as a result of such substitution shall in no event be less than $10,000,000 unless the amount of the Commitment of such Non-Consenting Lender is less than $10,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that: 42 38 (without giving effect i) any such Consenting Lender or Assuming Lender shall have paid to such requested extension): Non-Consenting Lender (aA) the Scheduled Termination Date shall be extended 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 agreed to by of the effective date of such accepting Lender(s)assignment; (bii) the Commitments 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 Exiting Lenders effective date of such assignment shall terminatehave been paid to such Non-Consenting Lender; and (ciii) with respect to any such Assuming Lender, the Facility Limit applicable processing and recordation fee required under Section 8.07(a) for such assignment shall be reduced have been paid; provided further that such Non-Consenting Lender's rights under Sections 2.11, 2.14, 8.04 and 8.09, and its obligations under Section 7.05, 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 Administrative Agent an assumption agreement, in form and substance satisfactory to the Borrower and the Administrative Agent (an "Assumption Agreement"), duly executed by such Assuming Lender, such Non-Consenting Lender, the Borrower and the Administrative Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Administrative Agent as to the increase in the amount of the Group Commitments of such Exiting Lender’s Group terminated its Commitment, (C) each Non-Consenting Lender being replaced pursuant to clause this Section 2.17 shall have delivered to the Administrative Agent any Note or Notes held by such Non-Consenting Lender and (D) the Borrower shall have delivered to the Administrative Agent a new A Note payable to the order of each Assuming Lender in a principal amount equal to the amount of Commitment assumed by such Assuming Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting 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 Lenders, and the obligations of each such Non-Consenting Lender hereunder shall, by the provisions hereof, be released and discharged. (d) If all of the Lenders (after giving effect to any assignments pursuant to subsection (b) above.of this Section 2.17) consent in writing to a requested extension (whether by execution or delivery of an Assumption Agreement or otherwise)

Extension of Termination Date. From (a) At least 45 days ----------------------------- but not more than 60 days prior to each anniversary of the Effective Date, the Borrower, by written notice to the Agent, may request an extension of the Termination Date in effect at such time to timeby one year from its then scheduled expiration. The Agent shall promptly notify each Lender of such request, any Borrower may advise the Administrator and each Group Lender shall in turn, in its sole discretion, not earlier than 30 days prior to such anniversary date and in any event not later than 20 days prior to such anniversary date, notify the Borrower and the Agent in writing as to whether such Lender will consent to such extension. If any Lender shall fail to notify the Agent and the Borrower in writing of its desire consent to extend any such request for extension of the then current Scheduled Termination Date at least 20 days prior to such anniversary date, such Lender shall be deemed to be a Non-Consenting Lender with respect to such request. The Agent shall notify the Borrower not later than 15 days prior to such anniversary date of the decision of the Lenders regarding the Borrower's request for an extension of the Termination Date. (b) If all 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 Termination Date (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, be extended as to those Lenders that so consented (each a "Consenting Lender") but shall not be extended ----------------- as to any other Lender (each a "Non-Consenting Lender"). To the extent that the --------------------- Termination Date is not extended as to any Lender pursuant to this Section 2.19 and the Commitment of such Lender is not assumed in accordance with subsection (c) of this Section 2.19 on or prior to the applicable Extension Date, the Commitment 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 such date. It is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for any requested extension of the Termination Date. (c) If less than all of the Lenders consent to any such request pursuant to subsection (a) of this Section 2.19, the Agent shall promptly so notify the Consenting Lenders, and each Consenting Lender may, in its sole discretion, give written notice to the Agent not later than 10 days prior to the Termination Date of the amount of the Non-Consenting Lenders' Commitments for which it is willing to accept an assignment. If the Consenting Lenders notify the Agent that they are willing to accept assignments of Commitments in an aggregate amount that exceeds the amount of the Commitments of the Non- Consenting Lenders, such Commitments shall be allocated among the Consenting Lenders willing to accept such assignments in such amounts as are agreed between the Borrower and the Agent. If after giving effect to the assignments of Commitments described above there remains any Commitments of Non-Consenting Lenders, the Borrower may arrange for one or more Consenting Lenders or other Eligible Assignees as Assuming Lenders to assume, effective as of the Extension Date, any Non-Consenting Lender's Commitment and all of the obligations of such 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 amount of the Commitment of any such Assuming Lender as a result of such substitution shall in no event be less than $15,000,000 unless the amount of the Commitment of such Non-Consenting Lender is less than $15,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and 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 paid to such Non- Consenting Lender; and (iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section 8.07(a) for such assignment shall have been paid; provided further 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 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 Agent an Assumption Agreement, duly executed by such Assuming Lender, such Non-Consenting Lender, the Borrower and the Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Agent as to the increase in the amount of its Commitment and (C) each Non-Consenting Lender being replaced pursuant to this Section 2.19 shall have delivered to the Agent any Note or Notes held by such Non-Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting 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 Lenders, and the obligations of each such Non-Consenting Lender hereunder shall, by the provisions hereof, be released and discharged. (d) If (after giving effect to any assignments pursuant to subsection (b) of this Section 2.19) Lenders having at least 51% of the aggregate Commitments in effect on the date immediately before such Extension Date consent in writing to a date that is requested extension (x) not more than three hundred and sixty-four (364) days after such then current Scheduled Termination Date and (ywhether by execution or delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date, the Facility Agent shall so notify the Borrower, and, so long as no Default shall have occurred and be continuing as of such Extension Date, or shall occur as a consequence thereof, the Termination Date scheduled to occur pursuant to clause then in effect shall be extended for the additional one-year period as described in subsection (a) of the definition thereof; provided such request is made not more than one hundred and twenty (120) days prior to, and not less than ninety (90) days prior to, the then current Scheduled Termination Date. In the event that all the Lenders in any Group are agreeable to such extension, the Administrator shall so notify such Borrower in writing (it being understood that the Lenders may accept or decline such a request in their sole discretion and on such terms as they may elect) not less than sixty (60) days prior to the then current Scheduled Termination Date and such Borrower, the applicable Servicer, the Administrator, the Group Agents and the Lenders shall enter into such documents as the Lenders may deem reasonably necessary or appropriate to reflect such extensionthis Section 2.19, and all reasonable costs references in this Agreement, and expenses incurred by in the LendersNotes, if any, to the "Termination Date" shall, with respect to each Consenting Lender and ---------------- each Assuming Lender for such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Administrator and the Group Agents in connection therewith (including reasonable Attorneys’ Costs) Agent shall be paid by such Borrower. If all notify the Lenders in at least one Group accept such request for extension but any Lender in any other Group declines the request for such extension (all such Lenders in Groups containing Lenders that decline such a requestincluding, “Exiting Lenders”)without limitation, then effective as each Assuming Lender) of the Scheduled extension of the scheduled Termination Date (without giving in effect immediately prior thereto and shall thereupon record in the Register the relevant information with respect to each such requested extension): (a) the Scheduled Termination Date shall be extended as agreed to by Consenting Lender and each such accepting Lender(s); (b) the Commitments of the Exiting Lenders shall terminate; and (c) the Facility Limit shall be reduced by the amount of the Group Commitments of such Exiting Assuming Lender’s Group terminated pursuant to clause (b) above.

Extension of Termination Date. From time (a) At least 45 days but ------------------------------ not more than 60 days prior to the Revolver Termination Date in effect at any time, any the Borrower, by written notice to the Administrative Agent, may request an extension of the Revolver Termination Date in effect at such time for a period of 364 days from its then scheduled expiration; provided, however, that the Borrower may advise shall not have made the Administrator Term Loan Election for Advances outstanding on such Revolver Termination Date prior to the then scheduled Revolver Termination Date. The Administrative Agent shall promptly notify each Lender of such request, and each Group Lender shall in turn, in its sole discretion, not earlier than 30 days but at least 20 days prior to such Revolver Termination Date, notify the Borrower and the Administrative Agent in writing as to whether such Lender will consent to such extension. If any Lender shall fail to notify the Administrative Agent and the Borrower in writing of its desire consent to extend any such request for extension of the then current Scheduled Revolver Termination Date at least 20 days prior to the scheduled occurrence thereof at such time, such Lender shall be deemed to be a Non-Consenting Lender with respect to such request. The Administrative Agent shall notify the Borrower not later than 15 days prior to the scheduled Revolver Termination Date in effect at such time of the decision of the Lenders regarding the Borrower's request for an extension of the Revolver Termination Date. (b) If all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.19, the Revolver Termination Date shall, effective as at the Revolver Termination Date otherwise in effect at such time (the "EXTENSION DATE"), be extended for a period of 364 days from such Extension Date; 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 consequence thereof. If Lenders holding at least a majority in interest of the aggregate Commitments at such time consent in writing to any such request in accordance with subsection (a) of this Section 2.19, the Revolver Termination Date in effect at such time shall, effective as at the applicable Extension Date, be extended as to those Lenders that so consented (each a "CONSENTING LENDER") but shall not be extended as to any other Lender (each a "NON- CONSENTING LENDER"). To the extent that the Revolver Termination Date is not extended as to any Lender pursuant to this Section 2.19 and the Commitment of such Lender is not assumed in accordance with subsection (c) of this Section 2.19 on or prior to the applicable Extension Date, the Commitment of such Non- Consenting Lender shall automatically terminate in whole on such unextended Revolver 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, 8.04 and 8.08, and its obligations under Section 7.05, shall survive the Revolver Termination Date for such Lender as to matters occurring prior to such date. It is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for any requested extension of the Revolver Termination Date. (c) If Lenders holding at least a majority in interest of the aggregate Commitments at any time consent to any such request pursuant to subsection (a) of this Section 2.19, the Borrower may arrange for one or more Consenting Lenders or other Eligible Assignees (each such Eligible Assignee that accepts an offer to assume a Non-Consenting Lender's Commitment as of the applicable Extension Date being an "ASSUMING LENDER") to assume, effective as of the Extension Date, any Non-Consenting Lender's Commitment and all of the obligations of such 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 amount of the Commitment of any such Assuming Lender as a result of such substitution shall in no event be less than $25,000,000 unless the amount of the Commitment of such Non-Consenting Lender is less than $25,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and 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 paid to such Non- Consenting Lender; and (iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section 8.07(a) for such assignment shall have been paid; provided further that such Non-Consenting Lender's rights under Sections 2.11, 2.14, 8.04 and 8.08, and its obligations under Section 7.05, 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 Administrative Agent an assumption agreement, in form and substance satisfactory to the Borrower and the Administrative Agent (an "ASSUMPTION AGREEMENT"), duly executed by such Assuming Lender, such Non-Consenting Lender, the Borrower and the Administrative Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Administrative Agent as to the increase in the amount of its Commitment and (C) each Non- Consenting Lender being replaced pursuant to this Section 2.19 shall have delivered to the Administrative Agent any Note or Notes held by such Non- Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting 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 Lenders, and the obligations of each such Non-Consenting Lender hereunder shall, by the provisions hereof, be released and discharged. (d) If all of the Lenders (after giving effect to any assignments pursuant to subsection (b) of this Section 2.19) consent in writing to a date that is requested extension (x) not more than three hundred and sixty-four (364) days after such then current Scheduled Termination Date and (ywhether by execution or delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date, the Facility Administrative 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 Extension Date, or shall occur as a consequence thereof, the Revolver Termination Date scheduled to occur pursuant to clause then in effect shall be extended for the 364-day period described in subsection (a) of the definition thereof; provided such request is made not more than one hundred and twenty (120) days prior to, and not less than ninety (90) days prior to, the then current Scheduled Termination Date. In the event that all the Lenders in any Group are agreeable to such extension, the Administrator shall so notify such Borrower in writing (it being understood that the Lenders may accept or decline such a request in their sole discretion and on such terms as they may elect) not less than sixty (60) days prior to the then current Scheduled Termination Date and such Borrower, the applicable Servicer, the Administrator, the Group Agents and the Lenders shall enter into such documents as the Lenders may deem reasonably necessary or appropriate to reflect such extensionthis Section 2.19, and all reasonable costs references in this Agreement, and expenses incurred by in the LendersNotes, if any, to the " Revolver Termination Date" shall, with respect to each Consenting Lender and each Assuming Lender for such Extension Date, refer to the Revolver Termination Date as so extended. Promptly following each Extension Date, the Administrator and the Group Agents in connection therewith (including reasonable Attorneys’ Costs) Administrative Agent shall be paid by such Borrower. If all notify the Lenders in at least one Group accept such request for extension but any Lender in any other Group declines the request for such extension (all such Lenders in Groups containing Lenders that decline such a requestincluding, “Exiting Lenders”)without limitation, then effective as each Assuming Lender) of the Scheduled extension of the scheduled Revolver Termination Date (without giving in effect immediately prior thereto and shall thereupon record in the Register the relevant information with respect to each such requested extension): (a) the Scheduled Termination Date shall be extended as agreed to by Consenting Lender and each such accepting Lender(s); (b) the Commitments of the Exiting Lenders shall terminate; and (c) the Facility Limit shall be reduced by the amount of the Group Commitments of such Exiting Assuming Lender’s Group terminated pursuant to clause (b) above.

Extension of Termination Date. From time to time, any Borrower may advise the Administrator and each Group Agent in writing of its desire to extend the then current Scheduled Termination Date to a date that is (x) not more than three hundred and sixty-four (364) days after such then current Scheduled Termination Date and (y) not later than the Facility Termination Date scheduled to occur pursuant to clause (a) The Company may, by written notice to the Agent in the form of the definition thereof; provided Exhibit F (each such request is made not more notice being an "Extension Request") given no earlier than one hundred 60 days and twenty (120) days prior to, and not less no later than ninety (90) days prior to, the then current Scheduled Termination Date. In the event that all the Lenders in any Group are agreeable to such extension, the Administrator shall so notify such Borrower in writing (it being understood that the Lenders may accept or decline such a request in their sole discretion and on such terms as they may elect) not less than sixty (60) 30 days prior to the then current Scheduled applicable Termination Date, request that the then applicable Termination Date and such Borrowerbe extended to a date 364 days after the then applicable Termination Date. Such extension shall be effective with respect to each Bank which, by a written notice in the applicable Servicer, form of Exhibit G (a "Continuation Notice") to the Administrator, the Group Agents Company and the Lenders shall enter into such documents as Agent given no earlier than 30 days and no later than 20 days prior to the Lenders may deem reasonably necessary or appropriate then applicable Termination Date, consents, in its sole discretion, to reflect such extension, and all reasonable costs and expenses incurred by the Lenders, the Administrator and the Group Agents in connection therewith (including reasonable Attorneys’ Costs) shall be paid by such Borrower. If all the Lenders in at least one Group accept such request for extension but any Lender in any other Group declines the request for such extension (all each Bank giving a Continuation Notice being referred to sometimes as a "Continuing Bank" and each Bank other than a Continuing Bank being a "Non-Extending Bank") provided, however, that such Lenders in Groups containing Lenders that decline such a request, “Exiting Lenders”), then extension shall be effective as only if the aggregate Commitments of the Scheduled Continuing Banks are not less than 66-2/3% of the aggregate Commitments of the Banks on the date of the Extension Request. No Bank shall have any obligation to consent to any such extension of the Termination Date. The Agent shall notify each Bank of the receipt of an Extension Request within three (3) Business Days after receipt thereof. The Agent shall notify the Company and the Banks no later than 15 days prior to the applicable Termination Date (without giving effect to such requested extension): (a) whether the Scheduled Termination Date shall be extended as agreed to by such accepting Lender(s);Agent has received Continuation Notices from Banks holding at least 66-2/3% of the Aggregate Commitments on the date of the Extension Request. (b) The Commitment of each Non-Extending Bank shall terminate at the Commitments close of business on the Termination Date in effect prior to the delivery of such Extension Request without giving any effect to such proposed extension and on such Termination Date the Company shall take one of the Exiting Lenders following three actions: (i) Replace the Non-Extending Banks pursuant to Section 2.19(c); or (ii) Pay to the Agent, for the account of the Non-Extending Banks, an amount equal to the Non-Extending Banks' A Advances, together with accrued but unpaid interest and fees thereon and all other amounts then payable hereunder; or (iii) By giving notice to the Agent no later than three days prior to the Termination Date, elect not to extend the Termination Date beyond the then applicable Termination Date and in this event the Company may in its sole discretion repay any amount of the A Advances then outstanding or make an A Borrowing pursuant to Article 2 and the amount of the A Advances outstanding thereafter shall terminate; andconvert to a term loan pursuant to Section 2.03. (c) the Facility Limit A Non-Extending Bank shall be reduced obligated, at the request of the Company to assign at any time prior to the close of business on the Termination Date applicable to such Non-Extending Bank all of its rights (other than rights that would survive the termination of the Agreement pursuant to Section 8.03) and obligations hereunder to one or more Banks or other commercial banks nominated by the Company and willing to become Banks in place of such Non-Extending Bank (the "Replacement Banks"). In order to qualify as a Replacement Bank, a Bank or bank must satisfy all of the requirements of this Agreement (including without limitation the terms of Section 2.18 relating to Required Assignments). Such obligation of the Non-Extending Banks is subject to such Non-Extending Bank receiving (i) payment in full from the Replacement Banks of the principal amount of all Advances owing to such Non-Extending Bank immediately prior to an assignment to the Group Commitments Replacement Banks and (ii) payment in full from the Company of all accrued interest and fees and other amounts payable hereunder and then owing to such Exiting Lender’s Group terminated pursuant Non-Extending Bank immediately prior to clause (b) abovethe assignment to the Replacement Banks. Upon such assignment, the Non-Extending Bank shall no longer be a Bank, such Replacement Banks shall become Continuing Banks, and the Agent shall make appropriate entries in the Register to reflect the foregoing.

Extension of Termination Date. From time (a) The Company may request, in a notice given as herein provided to time, any Borrower may advise the Administrator Administrative Agent and each Group of the Banks not less than 45 days and not more than 60 days prior to the Termination Date then in effect ("Existing Termination Date"), that the Termination Date be extended, which notice shall specify a date (which shall be the Existing Termination Date) as of which the requested extension is to be effective (the "Effective Date"), and the new Termination Date to be in effect following such extension (the "Requested Termination Date"), which date shall be no more than 364 days after the effectiveness of such extension (with the Effective Date being counted as the first day). Each Bank shall, not later than a date 30 days prior to the Effective Date, notify the Company and the Administrative Agent in writing of its desire election to extend or not to extend the then current Scheduled Termination Date with respect to a date that is (x) not its Commitment. Notwithstanding any provision of this Agreement to the contrary, any notice by any Bank of its willingness to extend the Termination Date with respect to its Commitment shall be revocable by such Bank in its sole and absolute discretion at any time more than three hundred 30 days prior to the Effective Date. Any Bank which shall not timely notify the Company and sixty-four (364) days after such then current Scheduled the Administrative Agent of its election to extend the Termination Date and (y) shall be deemed to have elected not later than to extend the Facility Termination Date scheduled with respect to occur its Commitment. (b) If any one or more Banks shall timely notify the Company and the Administrative Agent pursuant to clause paragraph (a) of this subsection 2.4 of their election not to extend their Commitments or shall be deemed to have elected not to extend their Commitments, (such Banks Page being called "Terminating Banks"), then the definition Company may (i) designate from the Banks other than Terminating Banks (the "Continuing Banks") one or more such Continuing Banks to increase their Commitments, which Continuing Banks shall have given notice to the Company and the Administrative Agent of their willingness to so increase their Commitments, (ii) with notice to the Administrative Agent, designate one or more other banking institutions willing to extend Commitments until the Requested Termination Date (any such banking institution, an "Additional Bank"), or (iii) any combination thereof; provided , the aggregate amount of the increases of such request is made Continuing Banks' Commitments and the amount of such Additional Banks' Commitments not more than one hundred to exceed the aggregate of the Commitments of the Terminating Banks. Any such increase in the Commitment of a Continuing Bank shall be evidenced by a written instrument executed by such Continuing Bank, the Company and twenty (120) days prior tothe Administrative Agent, and not less than ninety (90) days prior to, shall take effect on the then current Scheduled Existing Termination Date. In Any Additional Bank shall, on the event that Existing Termination Date, execute and deliver to the Company and the Administrative Agent a "Commitment Transfer Supplement", satisfactory to the Company and the Administrative Agent, setting forth the amount of such Additional Bank's Commitment and containing its agreement to become, and to perform all the Lenders obligations of, a Bank hereunder, and the Commitment of such Additional Bank shall become effective on the Existing Termination Date. (c) The Company and each other Borrower, if any, shall deliver to each Continuing Bank and each Additional Bank which shall have requested Revolving Credit Notes pursuant to subsection 2.2(c), on the Existing Termination Date in exchange for each Revolving Credit Note, if any, of each of the Borrowers held by such Bank, new Revolving Credit Notes, maturing on the Requested Termination Date, in the principal amount of such Bank's Commitment after giving effect to the adjustments made pursuant to this subsection 2.4. (d) If some of or all the Banks shall have elected to extend their Commitments as provided in this subsection 2.4, then (i) the Commitments of the Continuing Banks and any Group are agreeable Additional Banks shall continue until the Requested Termination Date specified in the notice from the Company, and as to such Banks the term "Termination Date", as used herein shall on and after the Effective Date mean such Requested Termination Date; (ii) the Commitments of the Terminating Banks shall continue until the Termination Date in effect prior to such extension, and shall then terminate, and as to the Terminating Banks, the term "Termination Date", as used herein, shall continue to mean such Existing Termination Date; and (iii) from and after the Termination Date in effect prior to such extension, the Administrator shall so notify such Borrower in writing (it being understood that the Lenders may accept or decline such a request in their sole discretion and on such terms as they may elect) not less than sixty (60) days prior to the then current Scheduled Termination Date and such Borrower, the applicable Servicer, the Administrator, the Group Agents and the Lenders shall enter into such documents as the Lenders may deem reasonably necessary or appropriate to reflect such extension, and all reasonable costs and expenses incurred by the Lenders, the Administrator and the Group Agents in connection therewith (including reasonable Attorneys’ Costs) term "Banks" shall be paid by such Borrower. If all deemed to include the Lenders in at least one Group accept such request for extension but any Lender in any other Group declines the request for such extension (all such Lenders in Groups containing Lenders that decline such a request, “Exiting Lenders”), then effective as of the Scheduled Termination Date (without giving effect to such requested extension): (a) the Scheduled Termination Date shall be extended as agreed to by such accepting Lender(s); (b) the Commitments of the Exiting Lenders shall terminate; and (c) the Facility Limit shall be reduced by the amount of the Group Commitments of such Exiting Lender’s Group terminated pursuant to clause (b) aboveAdditional Banks.

Extension of Termination Date. From (a) IBM may, by written request (an “Extension Request”) to the Administrative Agent, substantially in the form of Exhibit J, delivered at any time to during the 60-day period preceding each anniversary of the Effective Date, request that the Lenders extend the Termination Date then in effect by one year. (b) Upon receipt of an Extension Request, the Administrative Agent shall promptly notify each Lender thereof, and each Lender shall notify the Administrative Agent in writing by the deadline (the “Extension Request Deadline”) specified in such Extension Request, which deadline shall in any case not be later than 5:00 p.m., New York City time, on the date which is 30 days after delivery of such Extension Request, of such Lender’s election, in its sole discretion, (i) to extend the Termination Date as set forth in the Extension Request (provided that the Termination Date shall be so extended only to the extent expressly provided in paragraph (c) below) or (ii) not to extend the Termination Date by one year (any Borrower may advise Lender not electing to extend, a “Non-Extending Lender”). Any Lender that fails to notify the Administrator and each Group Administrative Agent in writing of its desire to extend the then current Scheduled Termination Date to a date that is (x) not more than three hundred and sixty-four (364) days after such then current Scheduled Termination Date and (y) not later than the Facility Termination Date scheduled to occur pursuant to clause (a) of the definition thereof; provided such request is made not more than one hundred and twenty (120) days prior to, and not less than ninety (90) days prior to, the then current Scheduled Termination Date. In the event that all the Lenders in any Group are agreeable to such extension, the Administrator shall so notify such Borrower in writing (it being understood that the Lenders may accept or decline such a request in their sole discretion and on such terms as they may elect) not less than sixty (60) days prior to the then current Scheduled Termination Date and such Borrower, the applicable Servicer, the Administrator, the Group Agents and the Lenders shall enter into such documents as the Lenders may deem reasonably necessary or appropriate to reflect such extension, and all reasonable costs and expenses incurred election by the Lenders, the Administrator and the Group Agents in connection therewith (including reasonable Attorneys’ Costs) Extension Request Deadline shall be paid by such Borrower. If all the Lenders in at least one Group accept such request for extension but any Lender in any other Group declines the request for such extension (all such Lenders in Groups containing Lenders that decline such deemed to be a request, “Exiting Lenders”), then effective as of the Scheduled Termination Date (without giving effect to such requested extension): (a) the Scheduled Termination Date shall be extended as agreed to by such accepting Lender(s); (b) the Commitments of the Exiting Lenders shall terminate; andNon-Extending Lender. (c) If Lenders whose Revolving Credit Commitments aggregate at least 51% of the Facility Limit Revolving Credit Commitments of all Lenders agree to extend the Termination Date, then the Termination Date shall automatically be so extended as of the Extension Request Deadline, provided that any Lender that became a Non-Extending Lender pursuant to any previous Extension Request shall be reduced deemed to be a Non-Extending Lender in respect of each subsequent Extension Request, and provided, further, that if all Lenders do not agree to extend the Termination Date, then (i) IBM shall have the right to cancel any such extension by so notifying the amount of Administrative Agent within five Business Days after the Group Commitments of relevant Extension Request Deadline, in which case the Termination Date then in effect shall not be extended and (ii) in the event that such Exiting extension is not so cancelled, then, with respect to each Non-Extending Lender’s Group terminated pursuant to clause , IBM shall either (b) above.directly or, where applicable, through the relevant Subsidiary Borrowers):

Extension of Termination Date. From time to time, any Borrower may advise the Administrator and each Group Agent in writing of its desire to extend the then current Scheduled Termination Date to a date that is (x) not more than three hundred and sixty-four (364) days after such then current Scheduled Termination Date and (y) not later than the Facility Termination Date scheduled to occur pursuant to clause (a) TBC may, on behalf of itself and the definition thereof; provided Subsidiary Borrowers, by written notice to the Administrative Agent in the form of Exhibit E (each such request is made not more notice being an "Extension Request") given no earlier than one hundred 45 days and twenty (120) days prior to, and not less no later than ninety (90) days prior to, the then current Scheduled Termination Date. In the event that all the Lenders in any Group are agreeable to such extension, the Administrator shall so notify such Borrower in writing (it being understood that the Lenders may accept or decline such a request in their sole discretion and on such terms as they may elect) not less than sixty (60) 30 days prior to the then current Scheduled applicable Termination Date, request that the then applicable Termination Date and such Borrowerbe extended to a date 364 days after the then applicable Termination Date. Such extension shall be effective with respect to each Bank which, by a written notice in the applicable Servicer, the Administrator, the Group Agents form of Exhibit F (a "Continuation Notice") to TBC and the Lenders shall enter into such documents as Administrative Agent given no earlier than 30 days and no later than 20 days prior to the Lenders may deem reasonably necessary or appropriate then applicable Termination Date, consents, in its sole discretion, to reflect such extension, and all reasonable costs and expenses incurred by the Lenders, the Administrator and the Group Agents in connection therewith (including reasonable Attorneys’ Costs) shall be paid by such Borrower. If all the Lenders in at least one Group accept such request for extension but any Lender in any other Group declines the request for such extension (all each Bank giving a Continuation Notice being referred to sometimes as a "Continuing Bank" and each Bank other than a Continuing Bank being a "Non-Extending Bank") provided, however, that such Lenders in Groups containing Lenders that decline such a request, “Exiting Lenders”), then extension shall be effective as only if the aggregate Commitments of the Scheduled Continuing Banks are not less than 66-2/3% of the aggregate Commitments of the Banks on the date of the Extension Request. No Bank shall have any obligation to consent to any such extension of the Termination Date. The Administrative Agent shall notify each Bank of the receipt of an Extension Request within three (3) Business Days after receipt thereof. The Administrative Agent shall notify the Company and the Banks no later than 15 days prior to the applicable Termination Date (without giving effect to such requested extension): (a) whether the Scheduled Termination Date shall be extended as agreed to by such accepting Lender(s);Administrative Agent has received Continuation Notices from Banks holding at least 66-2/3% of the Aggregate Commitments on the date of the Extension Request. (b) The Commitment of each Non-Extending Bank shall terminate at the Commitments close of business on the Termination Date in effect prior to the delivery of such Extension Request without giving any effect to such proposed extension, and on such Termination Date TBC shall take one of the Exiting Lenders following three actions: (i) Replace the Non-Extending Banks pursuant to Section 2.19(c); or (ii) Pay or cause to be paid to the Administrative Agent, for the account of the Non-Extending Banks, an amount equal to the Non-Extending Banks' A Advances, together with accrued but unpaid interest and fees thereon and all other amounts then payable hereunder; or (iii) By giving notice to the Administrative Agent no later than three days prior to the Termination Date, elect not to extend the Termination Date beyond the then applicable Termination Date and in this event the Borrowers may in their sole discretion repay any amount of the A Advances then outstanding or make an A Borrowing pursuant to Article 2 and the amount of the A Advances outstanding thereafter shall terminate; andconvert to a term loan pursuant to Section 2.03. (c) the Facility Limit A Non-Extending Bank shall be reduced obligated, at the request of TBC to assign at any time prior to the close of business on the Termination Date applicable to such Non-Extending Bank all of its rights (other than rights that would survive the termination of the Agreement pursuant to Section 8.03) and obligations hereunder to one or more Banks or other commercial banks nominated by TBC and willing to become Banks in place of such Non-Extending Bank (the "Replacement Banks"). In order to qualify as a Replacement Bank, a Bank or bank must satisfy all of the requirements of this Agreement (including without limitation the terms of Section 2.18 relating to Required Assignments). Such obligation of the Non-Extending Banks is subject to such Non-Extending Bank receiving (i) payment in full from the Replacement Banks of the principal amount of all Advances owing to such Non-Extending Bank immediately prior to an assignment to the Group Commitments Replacement Banks and (ii) payment in full from the Borrowers of all accrued interest and fees and other amounts payable hereunder and then owing to such Exiting Lender’s Group terminated pursuant Non-Extending Bank immediately prior to clause (b) abovethe assignment to the Replacement Banks. Upon such assignment, the Non-Extending Bank shall no longer be a Bank, such Replacement Banks shall become Continuing Banks, and the Administrative Agent shall make appropriate entries in the Register to reflect the foregoing.

Extension of Termination Date. From time (a) The Borrower may, by notice to time, any Borrower may advise the Administrator Agent (which shall promptly deliver a copy to each of the Banks) given not less than 30 days and each Group Agent in writing of its desire to extend the then current Scheduled Termination Date to a date that is (x) not more than three hundred and sixty-four (364) 45 days after such then current Scheduled prior to the Termination Date then in effect, request that the Banks extend the Termination Date for an additional 364-day period from the Termination Date then in effect (the "Existing Termination Date"). Each Lender shall, by notice to the Borrower and (y) the Administrative Agent given not earlier that the 30th day and not later than the Facility 20th day prior to the Existing Termination Date scheduled (the "Extension Acceptance Date"), advise the Borrower whether or not such Bank agrees to occur pursuant such extension and any Bank that does not so advise the Borrower on or before such day shall be deemed to clause have advised the Borrower that it will not agree to such extension. (ab) If (and only if) Banks having Commitments that represent at least 51% of the Total Commitments shall have agreed to extend the Existing Termination Date (such Banks that agree to such extension being called the "Continuing Banks"), then (i) the Termination Date shall be extended to the date that is 364 days after the Existing Termination Date (provided, that if such date is not a Domestic Business Day, then the Termination Date as so extended shall be the next preceding Domestic Business Day), (ii) the Commitment of each Bank that is not a Continuing Bank shall terminate (with the result that the Total Commitments will decrease by the amount of such Commitment), and all Loans of each such Bank shall become due and payable, together with all interest accrued thereon and all other amounts owed to such Bank hereunder, on the Existing Termination Date, and such Bank's obligations under paragraph (c) of Section 2.04 shall terminate on the definition thereof; provided such request is made not more than one hundred and twenty (120) days prior to, and not less than ninety (90) days prior to, the then current Scheduled Existing Termination Date. In Notwithstanding the event that foregoing, no extension of the Termination Date shall be effective with respect to any Bank unless, on and as of the Existing Termination Date, the conditions set forth in paragraphs (c) and (d) of Section 3.02 shall be satisfied (with all the Lenders in any Group are agreeable references to a Borrowing being deemed to be references to such extension) and the Agent shall have received a certificate to that effect dated the Existing Termination Date and executed by a financial officer of the Borrower. (c) If a Bank that is also a Swingline Lender agrees to extend its Commitment pursuant to subsection (b) above, then such Bank also agrees to extend its Swingline Commitment for the Administrator same time period as its Commitment; provided that after giving effect to such extension the aggregate amount of the Swingline Commitments may not exceed the Total Commitments as a result of such extension. (d) The Borrower shall so notify such Borrower in writing (it being understood that have the Lenders may accept or decline such a request in their sole discretion right after the Extension Acceptance Date and on such terms as they may elect) not less than sixty (60) days prior to the then current Scheduled Existing Termination Date to require any Bank that is not a Continuing Bank to transfer without recourse as of the Existing Termination Date (in accordance with and such Borrowersubject to the restrictions contained in Section 9.06, except that the applicable Servicer, the Administrator, the Group Agents and the Lenders shall enter into such documents as the Lenders may deem reasonably necessary or appropriate to reflect such extension, and all reasonable costs and expenses incurred by the Lenders, the Administrator and the Group Agents $2,000 processing fee set forth in connection therewith (including reasonable Attorneys’ CostsSection 9.06(c) shall be paid by the Borrower) all its interests, rights and obligations under this Agreement to one or more other banks or other financial institutions (any such Borrower. If all bank or other financial institution being called an "Additional Commitment Bank"), which may include any Bank; provided that (i) such Additional Commitment Bank, if not already a Bank hereunder, shall be subject to the Lenders in at least one Group accept such request for extension but any approval of the Borrower and the Agent and each Swingline Lender in any other Group declines the request for such extension that is a Continuing Bank (which approvals shall not be unreasonably withheld) and shall execute all such Lenders in Groups containing Lenders that decline documentation as the Agent shall specify to evidence its status as a Bank hereunder, (ii) such a request, “Exiting Lenders”), then assignment shall become effective as of the Scheduled Existing Termination Date and (without giving effect iii) the Borrower shall pay to such requested extension): (a) Bank that is not a Continuing Bank in immediately available funds on the Scheduled Termination Date shall be extended as agreed to by such accepting Lender(s); (b) the Commitments of the Exiting Lenders shall terminate; and (c) the Facility Limit shall be reduced by the amount of the Group Commitments effective date of such Exiting Lender’s Group terminated pursuant assignment the principal of and interest accrued to clause (b) abovethe date of payment on the Loans made by it hereunder and all other amounts accrued for its account or owed to it hereunder.

Extension of Termination Date. From time (a) No later than one year prior to timethe Termination Date then in effect, any Borrower provided that no Event of Default shall have occurred and be continuing, the Borrowers may advise request an extension of such Termination Date by submitting to the Administrator and Administrative Agent an Extension Request containing the information in respect of such extension specified in Exhibit I, which the Administrative Agent shall promptly furnish to each Group Agent Bank. If, within 30 days of their receipt of an Extension Request, the Required Banks shall approve in writing the extension of the Termination Date requested in such Extension Request, 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, (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 any Bank which does not consent in writing to such extension within 30 days of its desire to extend receipt of such Extension Request (an "OBJECTING BANK") shall, unless earlier terminated in accordance with this Agreement, expire on the then current Scheduled Termination Date in effect on the date of such Extension Request (such Termination Date, if any, referred to a date that is (x) as the "COMMITMENT EXPIRATION DATE" with respect to such Objecting Bank). If, within 30 days of their receipt of an Extension Request, the Required Banks shall not more than three hundred and sixty-four (364) days after such then current Scheduled approve in writing the extension of the Termination Date and requested in an Extension Request, the Termination Date shall not be extended pursuant to such Extension Request. The Administrative Agent shall promptly notify (y) not later than the Facility Banks and the Borrowers of any extension of the Termination Date scheduled to occur pursuant to clause this subsection 2.16 and (az) of the definition thereof; provided such request is made not more than one hundred Borrowers and twenty (120) days prior to, and not less than ninety (90) days prior to, the then current Scheduled Termination Date. In the event that all the Lenders in any Group are agreeable to such extension, the Administrator shall so notify such Borrower in writing (it being understood that the Lenders may accept or decline such a request in their sole discretion and on such terms as they may elect) not less than sixty (60) days prior to the then current Scheduled Termination Date and such Borrower, the applicable Servicer, the Administrator, the Group Agents and the Lenders shall enter into such documents as the Lenders may deem reasonably necessary or appropriate to reflect such extension, and all reasonable costs and expenses incurred by the Lenders, the Administrator and the Group Agents in connection therewith (including reasonable Attorneys’ Costs) shall be paid by such Borrower. If all the Lenders in at least one Group accept such request for extension but any Lender in any other Group declines the request for such extension (all such Lenders in Groups containing Lenders that decline such a request, “Exiting Lenders”), then effective as Bank of the Scheduled Termination Date (without giving effect to such requested extension): (a) the Scheduled Termination Date shall be extended as agreed to by such accepting Lender(s); (b) the Commitments of the Exiting Lenders shall terminate; and (c) the Facility Limit shall be reduced by the amount of the Group Commitments of such Exiting Lender’s Group terminated pursuant to clause (b) aboveany Bank which becomes an Objecting Bank.

Extension of Termination Date. From (a) At least 30 days ----------------------------- but not more than 45 days prior to each anniversary of the Effective Date, the Borrower, by written notice to the Agent, may request an extension of the Termination Date in effect at such time to timeby 364 days from its then scheduled expiration. The Agent shall promptly notify each Lender of such request, any Borrower may advise the Administrator and each Group Lender shall in turn, in its sole discretion, not earlier than 30 days prior to such anniversary date and in any event not later than 20 days prior to such anniversary date, notify the Borrower and the Agent in writing as to whether such Lender will consent to such extension. If any Lender shall fail to notify the Agent and the Borrower in writing of its desire consent to extend any such request for extension of the then current Scheduled Termination Date at least 20 days prior to such anniversary date, such Lender shall be deemed to be a Non-Consenting Lender with respect to such request. The Agent shall notify the Borrower not later than 15 days prior to such anniversary date of the decision of the Lenders regarding the Borrower's request for an extension of the Termination Date. (b) If all the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.18, the Termination Date in effect at such time shall, effective as at the Termination Date (the "Extension --------- Date"), be extended for 364 days; 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 2.18, the Termination Date in effect at such time shall, effective as at the applicable Extension Date, be extended as to those Lenders that so consented (each a "Consenting Lender") but shall not be extended ----------------- as to any other Lender (each a "Non-Consenting Lender"). To the extent that the --------------------- Termination Date is not extended as to any Lender pursuant to this Section 2.18 and the Commitment of such Lender is not assumed in accordance with subsection (c) of this Section 2.18 on or prior to the applicable Extension Date, the Commitment 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 such date. It is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for any requested extension of the Termination Date. (c) If less than all of the Lenders consent to any such request pursuant to subsection (a) of this Section 2.18, the Agent shall promptly so notify the Consenting Lenders, and each Consenting Lender may, in its sole discretion, give written notice to the Agent not later than 10 days prior to the Termination Date of the amount of the Non-Consenting Lenders' Commitments for which it is willing to accept an assignment. If the Consenting Lenders notify the Agent that they are willing to accept assignments of Commitments in an aggregate amount that exceeds the amount of the Commitments of the Non-Consenting Lenders, such Commitments shall be allocated among the Consenting Lenders willing to accept such assignments in such amounts as are agreed between the Borrower and the Agent. If after giving effect to the assignments of Commitments described above there remains any Commitments of Non- Consenting Lenders, the Borrower may arrange for one or more Consenting Lenders or other Eligible Assignees as Assuming Lenders to assume, effective as of the Extension Date, any Non-Consenting Lender's Commitment and all of the obligations of such 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 amount of the Commitment of any such -------- ------- Assuming Lender as a result of such substitution shall in no event be less than $15,000,000 unless the amount of the Commitment of such Non-Consenting Lender is less than $15,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and 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 paid to such Non-Consenting Lender; and (iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section 8.07(a) for such assignment shall have been paid; provided further 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 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 Agent an Assumption Agreement, duly executed by such Assuming Lender, such Non-Consenting Lender, the Borrower and the Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Agent as to the increase in the amount of its Commitment and (C) each Non-Consenting Lender being replaced pursuant to this Section 2.18 shall have delivered to the Agent any Note or Notes held by such Non-Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting 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 Lenders, and the obligations of each such Non-Consenting Lender hereunder shall, by the provisions hereof, be released and discharged. (d) If (after giving effect to any assignments pursuant to subsection (b) of this Section 2.18) Lenders having at least 51% of the aggregate Commitments in effect on the date immediately before such Extension Date consent in writing to a date that is requested extension (x) not more than three hundred and sixty-four (364) days after such then current Scheduled Termination Date and (ywhether by execution or delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date, the Facility Agent shall so notify the Borrower, and, so long as no Default shall have occurred and be continuing as of such Extension Date, or shall occur as a consequence thereof, the Termination Date scheduled to occur pursuant to clause then in effect shall be extended for the additional 364-day period as described in subsection (a) of the definition thereof; provided such request is made not more than one hundred and twenty (120) days prior to, and not less than ninety (90) days prior to, the then current Scheduled Termination Date. In the event that all the Lenders in any Group are agreeable to such extension, the Administrator shall so notify such Borrower in writing (it being understood that the Lenders may accept or decline such a request in their sole discretion and on such terms as they may elect) not less than sixty (60) days prior to the then current Scheduled Termination Date and such Borrower, the applicable Servicer, the Administrator, the Group Agents and the Lenders shall enter into such documents as the Lenders may deem reasonably necessary or appropriate to reflect such extensionthis Section 2.18, and all reasonable costs references in this Agreement, and expenses incurred by in the LendersNotes, if any, to the "Termination Date" shall, with respect to each ----------- ---- Consenting Lender and each Assuming Lender for such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Administrator and the Group Agents in connection therewith (including reasonable Attorneys’ Costs) Agent shall be paid by such Borrower. If all notify the Lenders in at least one Group accept such request for extension but any Lender in any other Group declines the request for such extension (all such Lenders in Groups containing Lenders that decline such a requestincluding, “Exiting Lenders”)without limitation, then effective as each Assuming Lender) of the Scheduled extension of the scheduled Termination Date (without giving in effect immediately prior thereto and shall thereupon record in the Register the relevant information with respect to each such requested extension): (a) the Scheduled Termination Date shall be extended as agreed to by Consenting Lender and each such accepting Lender(s); (b) the Commitments of the Exiting Lenders shall terminate; and (c) the Facility Limit shall be reduced by the amount of the Group Commitments of such Exiting Assuming Lender’s Group terminated pursuant to clause (b) above.

Extension of Termination Date. From time (i) At least 30 days but not more than 60 days prior to timeeach anniversary of the Effective Date (any such applicable anniversary of the Effective Date, any Borrower the “Extension Date”), Mondelēz International, by written notice to the Administrative Agent, may advise request that each Lender extend the Administrator Termination Date for such Lender’s Commitment for an additional one-year period. (ii) The Administrative Agent shall promptly notify each Lender of such request and each Group Lender shall then, in its sole discretion, notify Mondelēz International and the Administrative Agent in writing no later than 20 days prior to the Extension Date whether such Lender will consent to the extension (each such Lender consenting to the extension, an “Extending Lender”). The failure of any Lender to notify the Administrative Agent of its desire intent to extend consent to any extension shall be deemed a rejection by such Lender. (iii) Subject to satisfaction of the then current Scheduled conditions in Sections 3.03(a) and 3.03(b) as of the Extension Date, the Termination Date in effect at such time shall be extended for an additional one-year period; provided, however, that (A) no such extension shall be effective (1) unless the Required Lenders agree thereto and (2) as to any Lender that does not agree to such extension (any such Lender, a “Non-Extending Lender”) (it being understood and agreed that, subject to any assignment thereof to a date that is New Lender in accordance with Section 2.10(b)(v), the Commitment of each Non-Extending Lender shall terminate on the Termination Date in effect prior to giving effect to any such extension (such Termination Date being called the “Existing Termination Date”), and the principal amount of any outstanding Pro Rata Advances made by Non-Extending Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the account of such Non-Extending Lenders hereunder, shall be due and payable on the Existing Termination Date, and on the Existing Termination Date the Borrowers shall also make such other prepayments of Pro Rata Advances pursuant to Section 2.11 as shall be required in order that, after giving effect to the termination of the Commitments of, and all payments to, Non-Extending Lenders, (x) the aggregate principal amount of the Pro Rata Advances then outstanding of any Lender shall not more exceed such Lender’s Commitment, (y) the sum of the aggregate principal amount of Pro Rata Advances and Competitive Bid Advances then outstanding shall not exceed the aggregate amount of the Commitments of the Lenders and (z) the Pro Rata Advances are held by the Lenders in accordance with their respective Commitments) and (B) Mondelēz International may only request an extension of the Termination Date on the first two anniversaries of the Effective Date. (iv) To the extent that there are Non-Extending Lenders, the Administrative Agent shall promptly so notify the Extending Lenders, and each Extending Lender may, in its sole discretion, give written notice to Mondelēz International and the Administrative Agent no later than three hundred 15 days prior to the Extension Date of the amount of the Commitments of the Non-Extending Lenders that it is willing to assume. (v) Mondelēz International shall be permitted to require that any Non-Extending Lender assign its Commitments to an Extending Lender or to replace any Lender that is a Non-Extending Lender with a replacement bank or other financial institution or entity (each, a “New Lender”); provided that (A) the New Lender shall purchase, at par, all Advances and sixtyother amounts owing to such replaced Lender on or prior to the date of replacement, (B) Mondelēz International and any other applicable Borrower shall be liable to such replaced Lender under Section 9.04(b) if any LIBO Rate Advance or Floating Rate Bid Advance owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto, (C) the replaced Lender shall be obligated to assign its Commitment and Advances to the applicable replacement Lender or Lenders in accordance with the provisions of Section 9.07 (provided that Mondelēz International shall be obligated to pay the processing and recordation fee referred to therein), (D) until such time as such replacement shall be consummated, Mondelēz International or any other applicable Borrower shall pay all additional amounts (if any) required pursuant to Section 2.12 or 2.15(a), as the case may be and (E) any such replacement shall not be deemed to be a waiver of any rights that Mondelēz International, any other applicable Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender. (vi) If the Extending Lenders and the New Lenders are willing to commit amounts that, in an aggregate, exceed the amount of the Commitments of the Non-four Extending Lenders, Mondelēz International and the Administrative Agent shall allocate the Commitments of the Non-Extending Lenders among them. (364vii) days If any bank or other financial institution or entity becomes a New Lender or any Extending Lender’s Commitment is increased pursuant to this Section 2.10(b), (x) Pro Rata Advances made on or after such then current Scheduled Termination the applicable Extension Date shall be made in accordance with the pro rata provisions of Section 2.01 based on the respective Commitments in effect on and after the applicable Extension Date and (y) not later than if, on the Facility Termination Date scheduled to occur pursuant to clause (a) date of the definition thereof; provided such request is made not more than one hundred and twenty (120) days joinder or increase, there are any Pro Rata Advances outstanding, such Pro Rata Advances shall on or prior to, and not less than ninety (90) days prior to, the then current Scheduled Termination Date. In the event that all the Lenders in any Group are agreeable to such extensiondate be prepaid from the proceeds of new Pro Rata Advances made hereunder in the same amounts (reflecting such additional Lender or increase), which prepayment shall be accompanied by accrued interest on the Administrator shall so notify such Borrower in writing (it Pro Rata Advances being understood that the Lenders may accept or decline such a request in their sole discretion prepaid and on such terms as they may elect) not less than sixty (60) days prior to the then current Scheduled Termination Date and such Borrower, the applicable Servicer, the Administrator, the Group Agents and the Lenders shall enter into such documents as the Lenders may deem reasonably necessary or appropriate to reflect such extension, and all reasonable any costs and expenses incurred by the Lenders, the Administrator and the Group Agents in connection therewith (including reasonable Attorneys’ Costs) shall be paid by such Borrower. If all the Lenders in at least one Group accept such request for extension but any Lender in accordance with Section 9.04(b). (viii) In connection herewith, the Administrative Agent shall enter in the Register (A) the names of any other Group declines New Lenders, (B) the request for such extension (all such respective allocations of any Extending Lenders in Groups containing and New Lenders that decline such a request, “Exiting Lenders”), then effective as of each Extension Date and (C) the Scheduled Termination Date applicable to each Lender. (ix) In connection with any extension of the Termination Date pursuant to this Section 2.10(b), the Administrative Agent and Mondelēz International may, without giving the consent of any Lender, effect such amendments to this Agreement as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to give effect to such requested extension): (a) the Scheduled Termination Date shall be extended as agreed to by such accepting Lender(sprovisions of this Section 2.10(b); (b) the Commitments of the Exiting Lenders shall terminate; and (c) the Facility Limit shall be reduced by the amount of the Group Commitments of such Exiting Lender’s Group terminated pursuant to clause (b) above.

Extension of Termination Date. From (a) IBM may, by written request (an “Extension Request”) to the Administrative Agent, substantially in the form of Exhibit J, delivered at any time to during the 60-day period preceding each anniversary of the Effective Date, request that the Lenders extend the Termination Date then in effect by one year. (b) Upon receipt of an Extension Request, the Administrative Agent shall promptly notify each Lender thereof, and each Lender shall notify the Administrative Agent in writing by the deadline (the “Extension Request Deadline”) specified in such Extension Request, which deadline shall in any case not be later than 5:00 p.m., New York City time, on the date which is 30 days after delivery of such Extension Request, of such Lender’s election, in its sole discretion, (i) to extend the Termination Date as set forth in the Extension Request (provided that the Termination Date shall be so extended only to the extent expressly provided in paragraph (c) below) or (ii) not to extend the Termination Date by one year (any Borrower may advise Lender not electing to extend, a “Non-Extending Lender”). Any Lender that fails to notify the Administrator and each Group Administrative Agent in writing of its desire to extend the then current Scheduled Termination Date to a date that is (x) not more than three hundred and sixty-four (364) days after such then current Scheduled Termination Date and (y) not later than the Facility Termination Date scheduled to occur pursuant to clause (a) of the definition thereof; provided such request is made not more than one hundred and twenty (120) days prior to, and not less than ninety (90) days prior to, the then current Scheduled Termination Date. In the event that all the Lenders in any Group are agreeable to such extension, the Administrator shall so notify such Borrower in writing (it being understood that the Lenders may accept or decline such a request in their sole discretion and on such terms as they may elect) not less than sixty (60) days prior to the then current Scheduled Termination Date and such Borrower, the applicable Servicer, the Administrator, the Group Agents and the Lenders shall enter into such documents as the Lenders may deem reasonably necessary or appropriate to reflect such extension, and all reasonable costs and expenses incurred election by the Lenders, the Administrator and the Group Agents in connection therewith (including reasonable Attorneys’ Costs) Extension Request Deadline shall be paid by such Borrower. If all the Lenders in at least one Group accept such request for extension but any Lender in any other Group declines the request for such extension (all such Lenders in Groups containing Lenders that decline such deemed to be a request, “Exiting Lenders”), then effective as of the Scheduled Termination Date (without giving effect to such requested extension): (a) the Scheduled Termination Date shall be extended as agreed to by such accepting Lender(s); (b) the Commitments of the Exiting Lenders shall terminate; andNon-Extending Lender. (c) If Lenders whose Revolving Credit Commitments aggregate at least 51% of the Facility Limit Revolving Credit Commitments of all Lenders agree to extend the Termination Date, then the Termination Date shall automatically be so extended as of the Extension Request Deadline, provided that any Lender that became a Non-Extending Lender pursuant to any previous Extension Request shall be reduced deemed to be a Non-Extending Lender in respect of each subsequent Extension Request, and provided, further, that if all Lenders do not agree to extend the Termination Date, then (i) IBM shall have the right to cancel any such extension by so notifying the amount Administrative Agent within five Business Days after the relevant Extension Request Deadline, in which case the Termination Date then in effect shall not be extended and (ii) in the event that such extension is not so cancelled, then, with respect to each Non-Extending Lender, IBM shall either (directly or, where applicable, through the relevant Subsidiary Borrowers): (i) during the six-month period preceding the Termination Date in effect on the date of the Group relevant Extension Request (the “Existing Termination Date”), on each date on which US$ Loans are borrowed or continued as, or converted into, Eurodollar Loans having an Interest Period ending after the Existing Termination Date, repay the portion of such Non-Extending Lender’s Loans which would otherwise have been part of such borrowing, continuation or conversion and permanently reduce such Non-Extending Lender’s Revolving Credit Commitment by a like amount, (ii) on the Existing Termination Date, terminate the Revolving Credit Commitment and Swing Line Commitment (if any) of such Non-Extending Lender and repay the then outstanding US$ Loans made by such Non-Extending Lender, together with accrued but unpaid interest, facility fees and all other amounts then due and payable to such Non-Extending Lender hereunder, including, without limitation, amounts payable pursuant to Section 2.19, and (iii) on the Existing Termination Date either (A) terminate the Commitments of such Exiting Non-Extending Lender under any Local Currency Facility and repay the then outstanding Local Currency Loans made by such Non-Extending Lender’s Group terminated pursuant , together with accrued but unpaid interest, facility fees and all other amounts then due and payable to such Non-Extending Lender under any Local Currency Facility or (B) to the extent the option described in clause (bA) above.above is not exercised, obtain the written agreement of such Non-Extending Lender that the loans and other obligations outstanding under each relevant Local Currency Facility shall on the Existing Termination Date automatically cease to be subject to the terms of this Agreement (including the guarantee of IBM contained in Section 10); or

Extension of Termination Date. From (a) At least 60 days but not more than 90 days prior to the next Anniversary Date, the Borrower, by written notice to the Administrative Agent, may request an extension of the Termination Date in effect at such time to timeby one calendar year from its then scheduled expiration. The Administrative Agent shall promptly notify each Lender of such request, any Borrower may advise the Administrator and each Group Lender shall in turn, in its sole discretion, not earlier than 45 days nor later than 30 days prior to such Anniversary Date, notify the Borrower and the Administrative Agent in writing as to whether such Lender will consent to such extension. If any Lender shall fail to notify the Administrative Agent and the Borrower in writing of its desire consent to extend any such request for extension of the then current Scheduled Termination Date prior to 30 days prior to such Anniversary Date, such Lender shall be deemed to be a date Non-Consenting Lender with respect to such request. The Administrative Agent shall notify the Borrower not later than 30 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 2.15, 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; provided that on each Extension Date, the applicable conditions precedent set forth in Section 3.02 shall have been satisfied. If Lenders holding more than 50% of the Commitments, but less than all of the Lenders, consent in writing to any such request in accordance with subsection (a) of this Section 2.15, the Termination Date in effect at such time shall, effective as at the applicable Extension Date, be extended as to those Lenders that so consented (each a “Consenting Lender”) but shall not be extended as to any other Lender (each a “Non-Consenting Lender”). To the extent that the Termination Date is not extended as to any Lender pursuant to this Section 2.15 and the Commitment of such Lender is not assumed in accordance with subsection (c) of this Section 2.15 on or prior to the applicable Extension Date, the Commitment 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 2.10, 2.12 and 8.04, and its obligations under Section 7.05, shall survive the Termination Date for such Lender as to matters occurring prior to such date. It is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for any requested extension of the Termination Date. (c) If less than all of the Lenders consent to any such request pursuant to subsection (a) of this Section 2.15, the Borrower may arrange for one or more Consenting Lenders or other Persons as Assuming Lenders (x) not more than three hundred to assume, effective as of the Extension Date or such other date as may be agreed among the Borrower, the Non-Consenting Lender, such Consenting Lenders or Persons and sixtythe Administrative Agent, any Non-four (364) days after Consenting Lender's Commitment and all of the obligations of such then current Scheduled Termination Date Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting Lender and (y) to accept, effective as of the Extension Date or such later date as any Assuming Lender executes and delivers an Assumption Agreement, the Termination Date applicable to Consenting Lenders; provided, however, that the amount of the Commitment of any such Assuming Lender as a result of such substitution shall in no event be less than $10,000,000 unless the amount of the Commitment of such Non-Consenting Lender is less than $10,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and 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, owing to such Non-Consenting Lender plus (B) any accrued but unpaid commitment 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 paid to such Non-Consenting Lender; and (iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section 8.07(a) for such assignment shall have been paid; provided further that such Non-Consenting Lender's rights under Sections 2.10, 2.12 and 8.04, and its obligations under Section 7.05, 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 Administrative Agent an Assumption Agreement, duly executed by such Assuming Lender, such Non-Consenting Lender, the Borrower and the Administrative Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Administrative Agent (acting reasonably) as to the increase in the amount of its Commitment and (C) each Non-Consenting Lender being replaced pursuant to this Section 2.15 shall have delivered to the Administrative Agent any Note or Notes held by such Non-Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting 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 Lenders, and the obligations of each such Non-Consenting Lender hereunder shall, by the provisions hereof, be released and discharged. (d) If Lenders holding more than 50% of the Commitments (before giving effect to any assignments pursuant to subsection (c) of this Section 2.15) consent in a writing delivered to the Administrative Agent to a requested extension (whether by execution or delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date, the Facility Administrative Agent shall so notify the Borrower, and, so long as the applicable conditions precedent set forth in Section 3.02 shall have been satisfied as of such Extension Date, or shall occur as a consequence thereof, the Termination Date scheduled to occur pursuant to clause then in effect shall be extended for the additional one-year period as described in subsection (a) of the definition thereof; provided such request is made not more than one hundred and twenty (120) days prior to, and not less than ninety (90) days prior to, the then current Scheduled Termination Date. In the event that all the Lenders in any Group are agreeable to such extension, the Administrator shall so notify such Borrower in writing (it being understood that the Lenders may accept or decline such a request in their sole discretion and on such terms as they may elect) not less than sixty (60) days prior to the then current Scheduled Termination Date and such Borrower, the applicable Servicer, the Administrator, the Group Agents and the Lenders shall enter into such documents as the Lenders may deem reasonably necessary or appropriate to reflect such extensionthis Section 2.15, and all reasonable costs references in this Agreement, and expenses incurred by in any Notes to the Lenders“Termination Date” shall, with respect to each Consenting Lender and each Assuming Lender for such Extension Date, refer to the Termination Date as so extended. Promptly following each Extension Date, the Administrator and the Group Agents in connection therewith (including reasonable Attorneys’ Costs) Administrative Agent shall be paid by such Borrower. If all notify the Lenders in at least one Group accept such request for extension but any Lender in any other Group declines the request for such extension (all such Lenders in Groups containing Lenders that decline such a requestincluding, “Exiting Lenders”)without limitation, then effective as each Assuming Lender) of the Scheduled extension of the scheduled Termination Date (without giving in effect immediately prior thereto and shall thereupon record in the Register the relevant information with respect to each such requested extension): (a) the Scheduled Termination Date shall be extended as agreed to by Consenting Lender and each such accepting Lender(s); (b) the Commitments of the Exiting Lenders shall terminate; and (c) the Facility Limit shall be reduced by the amount of the Group Commitments of such Exiting Assuming Lender’s Group terminated pursuant to clause (b) above.

Extension of Termination Date. From time to time, any Borrower may advise the Administrator and each Group Agent in writing of its desire to extend the then current Scheduled Termination Date to a date that is (x) not more than three hundred and sixty-four (364) days after such then current Scheduled Termination Date and (y) not later than the Facility Termination Date scheduled to occur pursuant to clause (a) No later than sixty (60) days before the Termination Date the Borrower may make a request for a one year extension of the definition thereof; provided Termination Date in a written notice to the Agent. The 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 is made not more and may by a revocable written notice (a "Consent Notice") to the Agent and the Borrower given no later than one hundred and twenty forty (12040) days prior to, and not less than ninety to the Termination Date (90) days prior to, the then current Scheduled Termination Date. In the event that all the Lenders in any Group are agreeable to such extension, the Administrator shall so notify such Borrower in writing (it being understood that the Lenders may accept or decline such a request in their sole discretion and on such terms as they may elect) not less than period from sixty (60) days prior to the then current Scheduled 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 Bank to respond within the Consent Period shall be deemed to be a denial of the 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 to and including the date thirty (30) days prior to the Termination Date (the "Revocation Period") by giving written notice to the Agent and the Borrower of such revocation (a "Revocation Notice"). If the Agent does not receive a Revocation Notice within the Revocation Period from a Bank who has previously delivered a Consent Notice, such Bank's Consent Notice shall become irrevocable. If the Required Banks or the Agent in its capacity as a Bank have not delivered Consent Notices which shall have become irrevocable in accordance with the foregoing, the applicable ServicerTermination Date shall not be extended and the Agent shall promptly notify the Banks and the Borrower of such circumstance. If the Required Banks and the Agent in its capacity as a Bank shall have delivered Consent Notices which shall have become irrevocable in accordance with the foregoing, the Administrator, Agent shall promptly notify the Group Agents Borrower of such circumstance and the Lenders Borrower shall, no later than twenty (20) days prior to the 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 no longer desires the extension of the Termination Date, then the Termination Date shall enter into such documents as the Lenders may deem reasonably necessary or appropriate to reflect such extension, and all reasonable costs and expenses incurred by the Lenders, the Administrator not be extended and the Group Agents Agent shall promptly notify the Banks and the Borrower of such circumstance. If the 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 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 therewith (including reasonable Attorneys’ Costs) shall be paid by such Borrower. If all the Lenders in at least one Group accept such request for extension but any Lender in any other Group declines the request for with such extension (all such Lenders in Groups containing Lenders that decline such e.g., the remaking of representations and warranties, no Default or Event of Default having occurred and the delivery of a request, “Exiting Lenders”), then effective legal opinion and other appropriate documentation) and as of the Scheduled Termination Date (without giving effect to such requested extension): (a) consenting Banks only, the Scheduled Termination Date shall be extended as agreed so extended, such extension to by such accepting Lender(s); (b) the Commitments of the Exiting Lenders shall terminate; and (c) the Facility Limit shall be reduced by the amount of the Group Commitments of such Exiting Lender’s Group terminated pursuant to clause (b) above.be

Extension of Termination Date. From time to time, any Borrower may advise the Administrator and each Group Agent in writing of its desire to extend the then current Scheduled Termination Date to a date that is (x) not more than three hundred and sixty-four (364) days after such then current Scheduled Termination Date and (y) not later than the Facility Termination Date scheduled to occur pursuant to clause (a) of the definition thereof; provided such request is made not Not more than one hundred and twenty (120) 45 days prior to, and not less than ninety (90) days prior to, the then current Scheduled Termination Date. In the event that all the Lenders in any Group are agreeable to such extension, the Administrator shall so notify such Borrower in writing (it being understood that the Lenders may accept or decline such a request in their sole discretion and on such terms as they may elect) not less than sixty (60) 30 days prior to the then current Scheduled Termination Date, the Borrower may request in writing that the Banks extend the Termination Date for an additional 364 days. Each Bank shall provide the Administrative Agent, not more than 30 days and such Borrowernot less than 15 days prior to the Termination Date, written notice regarding whether it agrees to extend the applicable Servicer, the Administrator, the Group Agents and the Lenders shall enter into such documents as the Lenders may deem reasonably necessary or appropriate to reflect such extension, and all reasonable costs and expenses incurred Termination Date. Each decision by the Lenders, the Administrator and the Group Agents in connection therewith (including reasonable Attorneys’ Costs) a Bank shall be paid in its sole discretion and failure by a Bank to give timely written notice hereunder shall be deemed a decision by such BorrowerBank not to extend the Termination Date. If all the Lenders Required Banks timely agree in at least one Group accept such request for extension but any Lender in any other Group declines writing to extend the request for such extension (all such Lenders in Groups containing Lenders that decline such a request, “Exiting Lenders”)Termination Date, then the Termination Date shall be extended, effective as of the Scheduled old Termination Date (without giving effect Date, for an additional 364 days pursuant to such requested extension): (a) the Scheduled Termination Date shall be extended as agreed a duly executed written amendment to by such accepting Lender(s);this Credit Agreement. (b) If any Bank fails to agree to extend the Commitments Termination Date (a "Refusing Bank"), then the Borrower may, on or before the Termination Date in effect prior to the extension to which such Refusing Bank has not agreed, at its own discretion and its own expense, request any Refusing Bank to (and such Refusing Bank shall thereupon be required to) assign in whole (but not in part), without recourse (in accordance with and subject to the terms of Section 8.08(a)), all of its interests, rights and obligations under this Credit Agreement to one or more Persons (which may be one or more existing Banks if any existing Bank accepts such assignment); provided that (i) such assignment or assignments shall not conflict with any Applicable Law, (ii) the Exiting Lenders Borrower or such assignee or assignees shall terminate; andpay to such Refusing Bank in immediately available funds the principal of and interest accrued to the date of such payment on the Loans and funded participations in Drawings held by such Refusing Bank and all other amounts accrued or owing to such Refusing Banks hereunder, as well as any transfer fee owing to the Administrative Agent under Section 8.08(a), and (iii) such assignment must occur on or prior to the Termination Date. (c) If any Refusing Bank is not required to assign its interests pursuant to Section 1.25(b), then, on the Facility Limit Termination Date in effect prior to the extension to which such Refusing Bank has not agreed, (i) the Borrower shall pay to such Refusing Bank in immediately available funds the principal of and interest accrued to the date of such payment on the Loans and funded participations in Drawings held by such Refusing Bank and all other amounts accrued or owing to such Refusing Bank hereunder, and (ii) such Refusing Bank's Commitment shall be reduced by the amount of the Group Commitments of such Exiting Lender’s Group terminated pursuant to clause (b) abovepermanently terminated.

Extension of Termination Date. From time to time, any Borrower may advise the Administrator and each Group Agent in writing of its desire to extend the then current Scheduled Termination Date to a date that is (x) not more than three hundred and sixty-four (364) days after such then current Scheduled Termination Date and (y) not later than the Facility Termination Date scheduled to occur pursuant to clause (a) of the definition thereof; provided such request is made The Company may at any time and from time to time not more than one hundred and twenty (120) days prior to, and not less than ninety (90) days prior to, the then current Scheduled Termination Date. In the event that all the Lenders in any Group are agreeable to such extension, the Administrator shall so notify such Borrower in writing (it being understood that the Lenders may accept or decline such a request in their sole discretion and on such terms as they may elect) not less than sixty thirty (6030) days prior to any anniversary of the Closing Date (other than the Termination Date), by notice to the Agent (who shall promptly notify the Banks), request that each Bank extend (each such date on which an extension occurs, an “Extension Date”) such Bank’s Termination Date to the date that is one year after the Termination Date then current Scheduled in effect for such Bank (the “Existing Termination Date”). (b) Each Bank, acting in its sole and individual discretion, shall, by notice to the Agent given not later than the date that is ten (10) Business Days after the date on which the Agent received the Company’s extension request (the “Bank Notice Date”), advise the Agent whether or not such Bank agrees to such extension (each Bank that determines to so extend its Termination Date, an “Extending Bank”). Each Bank that determines not to so extend its Termination Date (a “Non-Extending Bank”) shall notify the Agent of such fact promptly after such determination (but in any event no later than the Bank Notice Date), and any Bank that does not so advise the Agent on or before the Bank Notice Date shall be deemed to be a Non-Extending Bank. The election of any Bank to agree to such extension shall not obligate any other Bank to so agree, and it is understood and agreed that no Bank shall have any obligation whatsoever to agree to any request made by the Company for extension of the Termination Date. (c) The Agent shall promptly notify the Company of each Bank’s determination under this Section. (d) The Company shall have the right, but shall not be obligated, on or before the applicable Termination Date for any Non-Extending Bank to replace such Non-Extending Bank with, and add as “Banks” under this Agreement in place thereof, one or more financial institutions that are not Ineligible Institutions (each, an “Additional Commitment Bank”) approved by the Agent and the LC Issuers in accordance with the procedures provided in Section 4.2, each of which Additional Commitment Banks shall have entered into an Assignment Agreement (in accordance with and subject to the restrictions contained in Section 12.1, with the Company obligated to pay any applicable processing or recordation fee; provided, that the Agent may, in its sole discretion, elect to waive the $3,500 processing and recordation fee in connection therewith) with such Non-Extending Bank, pursuant to which such Additional Commitment Banks shall, effective on or before the applicable Termination Date for such Non-Extending Bank, assume a Commitment (and, if any such Additional Commitment Bank is already a Bank, its Commitment shall be in addition to such Bank’s Commitment hereunder on such date). Prior to any Non-Extending Bank being replaced by one or more Additional Commitment Banks pursuant hereto, such Non-Extending Bank may elect, in its sole discretion, by giving irrevocable notice thereof to the Agent and the Company (which notice shall set forth such Bank’s new Termination Date), to become an Extending Bank, which election shall be with the Company’s consent on or before the applicable Extension Date, and in the event the Company does not so consent, such Non-Extending Bank shall remain a Non-Extending Bank. The Agent may effect such amendments to this Agreement as are reasonably necessary to provide solely for any such extensions with the consent of the Company but without the consent of any other Banks. (e) If (and only if) the total of the Commitments of the Banks that have agreed to extend their Termination Date and such Borrower, the new or increased Commitments of any Additional Commitment Banks is more than 50% of the aggregate amount of the Commitments in effect immediately prior to the applicable ServicerExtension Date, the Administratorthen, the Group Agents and the Lenders shall enter into such documents as the Lenders may deem reasonably necessary or appropriate to reflect such extension, and all reasonable costs and expenses incurred by the Lenders, the Administrator and the Group Agents in connection therewith (including reasonable Attorneys’ Costs) shall be paid by such Borrower. If all the Lenders in at least one Group accept such request for extension but any Lender in any other Group declines the request for such extension (all such Lenders in Groups containing Lenders that decline such a request, “Exiting Lenders”), then effective as of the Scheduled applicable Extension Date, the Termination Date of each Extending Bank and of each Additional Commitment Bank shall be extended to the date that is one year after the then Existing Termination Date (without except that, if such date is not a Business Day, such Termination Date as so extended shall be the immediately preceding Business Day) and each Additional Commitment Bank shall thereupon become a “Bank” for all purposes of this Agreement and shall be bound by the provisions of this Agreement as a Bank hereunder and shall have the obligations of a Bank hereunder. For purposes of clarity, it is acknowledged and agreed that the Termination Date on any date of determination shall not be a date more than two (2) years after such date of determination, whether such determination is made before or after giving effect to such requested extension):any extension request made hereunder. (af) Notwithstanding the Scheduled foregoing, any extension of any Termination Date pursuant to this Section 2.17 shall not be extended as agreed effective with respect to by such accepting Lender(s)any Extending Bank unless: (i) no Default or Event of Default shall have occurred and be continuing on the applicable Extension Date and immediately after giving effect thereto; (bii) the Commitments representations and warranties of the Exiting Lenders shall terminateCompany set forth in this Agreement are true and correct on and as of the applicable Extension Date and after giving effect thereto, as though made on and as of such date (or to the extent that such representations and warranties specifically refer to an earlier date, as of such earlier date); and (ciii) the Facility Limit Agent shall be reduced have received a certificate dated as of the applicable Extension Date from the Company signed by an authorized officer of the Company (A) certifying the accuracy of the foregoing clauses (i) and (ii) and (B) certifying and attaching the resolutions adopted by the amount Company approving or consenting to such extension. (g) On the Termination Date of each Non-Extending Bank, (i) the Commitment of each Non-Extending Bank shall automatically terminate and (ii) the Company shall repay such Non-Extending Bank in accordance with Section 2.2 (and shall pay to such Non-Extending Bank all of the Group Commitments other Obligations owing to it under this Agreement) and after giving effect thereto shall prepay any Loans outstanding on such date (and pay any additional amounts required pursuant to Section 4.4) to the extent necessary to keep outstanding Loans ratable with any revised Pro Rata Shares of the respective Banks effective as of such Exiting Lender’s Group terminated pursuant date, and the Agent shall administer any necessary reallocation of the Outstanding Credit Exposures (without regard to clause any minimum borrowing, pro rata borrowing and/or pro rata payment requirements contained elsewhere in this Agreement). (bh) aboveThis Section shall supersede any provisions in Section 10.1 or Section 12.11 to the contrary.

Extension of Termination Date. From time (a) The Borrowers may, by notice to timethe Administrative Agent (which shall promptly notify the Lenders) not earlier than 60 days prior to any anniversary of the Closing Date (the “Anniversary Date”) but no later than 30 days prior to such Anniversary Date (the date of delivery of any such notice being the “Borrower Extension Notice Date”), any Borrower may advise the Administrator and request that each Group Agent in writing of its desire to Lender extend the then current Scheduled such Lender’s Termination Date to a date that is for an additional one year after the Termination Date then in effect for such Lender hereunder (x) not the “Existing Termination Date”). The Borrowers may request no more than three hundred two extensions pursuant to this Section 2.19. (b) Each Lender, acting in its sole and sixty-four (364) individual discretion, shall, by notice to the Administrative Agent given not earlier than 30 days after such then current Scheduled Termination prior to the applicable Anniversary Date and (y) not later than the Facility Termination Date scheduled to occur pursuant to clause date (athe “Lender Extension Notice Date”) of the definition thereof; provided such request that is made not more than one hundred and twenty (120) days prior to, and not less than ninety (90) days prior to, the then current Scheduled Termination Date. In the event that all the Lenders in any Group are agreeable to such extension, the Administrator shall so notify such Borrower in writing (it being understood that the Lenders may accept or decline such a request in their sole discretion and on such terms as they may elect) not less than sixty (60) 20 days prior to the then current Scheduled Termination Date and applicable Anniversary Date, advise the Administrative Agent whether or not such Borrower, the applicable Servicer, the Administrator, the Group Agents and the Lenders shall enter into such documents as the Lenders may deem reasonably necessary or appropriate Lender agrees to reflect such extension, and all reasonable costs and expenses incurred by the Lenders, the Administrator and the Group Agents in connection therewith (including reasonable Attorneys’ Costs) shall be paid by such Borrower. If all the Lenders in at least one Group accept such request for extension but any Lender in any other Group declines the request for such extension (all such Lenders in Groups containing Lenders and each Lender that decline such a request, “Exiting Lenders”), then effective as of the Scheduled determines not to so extend its Existing Termination Date (without giving effect to a “Nonconsenting Lender”) shall notify the Administrative Agent of such requested extension): fact promptly after such determination (a) but in any event no later than the Scheduled Termination Lender Extension Notice Date), and any Lender that does not so advise the Administrative Agent on or before the Lender Extension Notice Date shall be extended as agreed deemed to by be a Nonconsenting Lender. The election of any Lender to agree to such accepting Lender(s); (b) the Commitments of the Exiting Lenders extension shall terminate; andnot obligate any other Lender to so agree. (c) The Administrative Agent shall notify the Facility Limit shall be reduced by the amount Borrowers of the Group Commitments of such Exiting each Lender’s Group terminated pursuant determination under this Section 2.19 no later than the date 15 days prior to clause the applicable Anniversary Date, or, if such date is not a Business Day, on the next preceding Business Day (b) above.the “Specified Date”). 54