Common use of Extension of Termination Date Clause in Contracts

Extension of Termination Date. (a) The Borrower may at any time from time to time not more than ninety (90) days and not less than thirty (30) days prior to any anniversary of the Effective Date, by notice to the Agent (who shall promptly notify the Lenders) not later than 10 Business Days prior to the date on which the Lenders are requested to respond thereto (each such date, a “Lender Notice Date”), request that each Lender extend (each such date on which such extension occurs, an “Extension Date”) such Lender’s Termination Date to the date that is one year after the Termination Date then in effect for such Lender (the “Existing Termination Date”). (b) Each Lender, acting in its sole and individual discretion, shall, by notice to the Agent given not later than the applicable Lender Notice Date, advise the Agent whether or not such Lender agrees to such extension (each Lender that determines to so extend its Termination Date, an “Extending Lender”). Each Lender that determines not to so extend its Termination Date (a “Non-Extending Lender”) shall notify the Agent of such fact promptly after such determination (but in any event no later than the Lender Notice Date), and any Lender that does not so advise the Agent on or before the Lender Notice Date 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 so agree, and it is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for extension of the Termination Date. (c) The Agent shall promptly notify the Borrower of each Lender’s determination under this Section. (d) The Borrower shall have the right, but shall not be obligated, on or before the applicable Termination Date for any Non-Extending Lender to replace such Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more financial institutions that are Eligible Assignees (each, an “Additional Commitment Lender”) approved by the Agent, each Issuing Bank and the Swingline Lender in accordance with the procedures provided in Section 8.07, each of which Additional Commitment Lenders shall have entered into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 8.07, with the Borrower obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Commitment Lenders shall, effective on or before the Termination Date for such Non-Extending Lender, assume a Revolving Credit Commitment (and, if any such Additional Commitment Lender is already a Lender, its Revolving Credit Commitment shall be in addition to such Lender’s Revolving Credit Commitment hereunder on such date). The Agent may effect such amendments to this Agreement as are reasonably necessary to provide for any such extensions with the consent of the Borrower but without the consent of any other Lenders. (e) If (and only if) the total of the Revolving Credit Commitments of the Lenders that have agreed to extend their Termination Date and the additional Revolving Credit Commitments of the Additional Commitment Lenders is more than 50% of the aggregate amount of the Revolving Credit Commitments in effect immediately prior to the applicable Extension Date, then, effective as of the applicable Extension Date, the Termination Date of each Extending Lender and of each Additional Commitment Lender shall be extended to the date that is one year after the Existing Termination Date (except that, if such date is not a Business Day, such Termination Date as so extended shall be the next preceding Business Day) and each Additional Commitment Lender shall thereupon become a “Lender” for all purposes of this Agreement and shall be bound by the provisions of this Agreement as a Lender hereunder and shall have the obligations of a Lender hereunder. (f) Notwithstanding the foregoing, (x) no more than two (2) extensions of the Termination Date shall be permitted hereunder and (y) any extension of any Termination Date pursuant to this Section 2.21 shall not be effective with respect to any Extending Lender unless as of the applicable Extension Date and immediately after giving effect thereto: (i) there shall exist no Default; (ii) the representations and warranties made by the Borrower contained herein shall be true and correct; and (iii) the Agent shall have received a certificate from the Borrower signed by an Authorized Officer of the Borrower (A) certifying the accuracy of the foregoing clauses (i) and (ii) and (B) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such extension. (g) On the Termination Date of each Non-Extending Lender, (i) the Revolving Credit Commitment of each Non-Extending Lender shall automatically terminate and (ii) the Borrower shall repay such Non-Extending Lender in accordance with Section 2.06 (and shall pay to such Non-Extending Lender all of the other obligations owing to it under this Agreement) and after giving effect thereto shall prepay any Revolving Advances outstanding on such date (and pay any additional amounts required pursuant to Section 2.02) to the extent necessary to keep outstanding Revolving Advances ratable with any revised Ratable Share of the respective Lenders effective as of such date, and the Agent shall administer any necessary reallocation of the outstanding Advances (without regard to any minimum borrowing, pro rata borrowing and/or pro rata payment requirements contained elsewhere in this Agreement). (h) This Section shall supersede any provisions in Section 2.02 or Section 8.01 to the contrary.

Extension of Termination Date. (a) The Borrower may at any time from time to time not more than ninety (90) days and not less than thirty (30) days prior to any anniversary of the Effective Date, by notice to the Agent (who shall promptly notify the Lenders) not later than 10 Business Days prior to the date on which the Lenders are requested to respond thereto (each such date, a “Lender Notice Date”), request that each Lender extend (each such date on which such extension occurs, an “Extension Date”) such Lender’s Termination Date to the date that is one year after the Termination Date then in effect for such Lender (the “Existing Termination Date”). (b) Each Lender, acting in its sole and individual discretion, shall, by notice to the Agent given not later than the applicable Lender Notice Date, advise the Agent whether or not such Lender agrees to such extension (each Lender that determines to so extend its Termination Date, an “Extending Lender”). Each Lender that determines not to so extend its Termination Date (a “Non-Extending Lender”) shall notify the Agent of such fact promptly after such determination (but in any event no later than the Lender Notice Date), and any Lender that does not so advise the Agent on or before the Lender Notice Date 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 so agree, and it is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for extension of the Termination Date. (c) The Agent shall promptly notify the Borrower of each Lender’s determination under this Section. (d) The Borrower shall have the right, exercisable no more than twice, to request an extension of the current Termination Date by one year. The Borrower may exercise such right only by executing and delivering to the Agent at least 60 days, but no more than 90 days, prior to any anniversary of the Closing Date commencing with the first anniversary thereof (the “Extension Date”), a written request for such extension (an “Extension Request”). The Agent shall forward to each Lender a copy of the Extension Request delivered to the Agent promptly upon receipt thereof. Borrower understands that this Section has been included in this Agreement for Borrower’s convenience in requesting an extension and acknowledges that none of Lenders nor Agent has promised (either expressly or impliedly), nor has any obligation or commitment whatsoever, to extend the Termination Date at any time. If the Required Lenders shall have notified Agent on or prior to the date which is 30 days prior to the Extension Date that they accept such Extension Request, then, subject to the following conditions on the Extension Date (i) no Default or Event of Default shall exist and (ii) the representations and warranties made or deemed made by the Borrower in the Loan Documents, shall be true and correct in all material respects on and as of the date of such extension with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents, the Termination Date shall be extended for one year with respect to the Commitment of each Lender accepting such Extension Request. If any Lender shall not have notified Agent on or prior to the date which is 30 days prior to the Extension Date that it accepts such Extension Request (or it expressly rejects such Extension Request), then the Termination Date shall not be obligatedextended with respect to the Commitment of such rejecting Lender (each such Lender a “Rejecting Lender”). The Agent shall promptly notify Borrower whether the Extension Request has been accepted or rejected as well as which Lender or Lenders rejected Borrower’s Extension Request. (b) Notwithstanding the preceding subsection, on or before if the applicable Termination Date for any Non-Extending Borrower receives notification from the Agent that an Extension Request has been rejected by a Rejecting Lender to replace such Non-Extending Lender with(a “Notice of Rejection”), and add as “Lenders” under this Agreement in place thereofprovided that the aggregate amount of Commitments of the Rejecting Lenders does not exceed 50% of the aggregate amount of Commitments then outstanding, one or more financial institutions that are Eligible Assignees (eachthen the Borrower may, an “Additional Commitment Lender”) approved by at its sole expense and effort, upon prior written notice to such Rejecting Lender and the Agent, each Issuing Bank require such Rejecting Lender to assign and the Swingline Lender in accordance with the procedures provided in Section 8.07delegate, each of which Additional Commitment Lenders shall have entered into an Assignment and Assumption without recourse (in accordance with and subject to the restrictions contained in Section 8.077.05(b)), with the Borrower obligated all its interests, rights and obligations under this Agreement to pay any applicable processing or recordation fee) with an assignee that shall assume such Non-Extending obligations (which assignee may be another Lender, pursuant to which such Additional Commitment Lenders shall, effective on or before the Termination Date for such Non-Extending Lender, assume a Revolving Credit Commitment (and, if any such Additional Commitment Lender is already a Lender, its Revolving Credit Commitment shall be in addition to such Lender’s Revolving Credit Commitment hereunder on such date). The Agent may effect such amendments to this Agreement as are reasonably necessary to provide for any such extensions with the consent of the Borrower but without the consent of any other Lenders. (e) If (and only if) the total of the Revolving Credit Commitments of the Lenders that have agreed to extend their Termination Date and the additional Revolving Credit Commitments of the Additional Commitment Lenders is more than 50% of the aggregate amount of the Revolving Credit Commitments in effect immediately prior to the applicable Extension Date, then, effective as of the applicable Extension Date, the Termination Date of each Extending Lender and of each Additional Commitment Lender shall be extended to the date that is one year after the Existing Termination Date (except that, if such date is not a Business Day, such Termination Date as so extended shall be the next preceding Business Day) and each Additional Commitment Lender shall thereupon become a “Lender” for all purposes of this Agreement and shall be bound by the provisions of this Agreement as a Lender hereunder and shall have the obligations of a Lender hereunder. (f) Notwithstanding the foregoing, (x) no more than two (2) extensions of the Termination Date shall be permitted hereunder and (y) any extension of any Termination Date pursuant to this Section 2.21 shall not be effective with respect to any Extending Lender unless as of the applicable Extension Date and immediately after giving effect thereto: (i) there shall exist no Default; (ii) the representations and warranties made by the Borrower contained herein shall be true and correctaccepts such assignment); and (iii) the Agent shall have received a certificate from the Borrower signed by an Authorized Officer of the Borrower (A) certifying the accuracy of the foregoing clauses (i) and (ii) and (B) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such extension. (g) On the Termination Date of each Non-Extending Lender, provided that (i) the Revolving Credit Commitment Borrower shall have received the prior written consent of each Non-Extending Lender the Agent, which consent shall automatically terminate and not unreasonably be withheld, (ii) such Rejecting Lender shall have received payment of an amount equal to the Borrower shall repay such Non-Extending Lender outstanding principal of its Loans and participations in accordance with Section 2.06 (Reimbursement Obligations, accrued interest thereon, accrued fees and shall pay to such Non-Extending Lender all of the other obligations owing amounts payable to it under this Agreement) and after giving effect thereto shall prepay any Revolving Advances outstanding on such date hereunder, from the assignee (and pay any additional amounts required pursuant to Section 2.02) to the extent necessary to keep outstanding Revolving Advances ratable with any revised Ratable Share of the respective Lenders effective as of such date, outstanding principal and accrued interest and fees) or the Agent shall administer any necessary reallocation Borrower (in the case of the outstanding Advances all other amounts) and (without regard to any minimum borrowing, pro rata borrowing and/or pro rata payment requirements contained elsewhere in this Agreement). (hiii) This Section shall supersede any provisions in Section 2.02 or Section 8.01 such assignee consents to the contraryExtension Request.

Extension of Termination Date. (a) The Borrower may at any time from time to time not more No later than ninety (90) days and not less than thirty (30) days one year prior to any anniversary of the Effective Date, by notice to the Agent (who shall promptly notify the Lenders) not later than 10 Business Days prior to the date on which the Lenders are requested to respond thereto (each such date, a “Lender Notice Date”), request that each Lender extend (each such date on which such extension occurs, an “Extension Date”) such Lender’s Termination Date to the date that is one year after the Termination Date then in effect, provided that no Event of Default shall have occurred and be continuing, the Borrowers 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 Administrative Agent shall promptly furnish to each 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 receipt of such Extension Request (an “Objecting Bank”) shall, unless earlier terminated in accordance with this Agreement, expire on the Termination Date in effect for on the date of such Lender Extension Request (such Termination Date, if any, referred to as the “Existing Commitment Expiration Date” with respect to such Objecting Bank). If, within 30 days of their receipt of an Extension Request, the Majority Banks shall not approve in writing the extension of the Termination Date”)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. No Bank has an obligation to extend its Commitment pursuant to this Section 2.16 except in its sole discretion. (b) Each Lender, acting in its sole and individual discretion, 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 notice 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 following such expiration date on which the fees referred to in subsection 2.4(a) or 2.26 or other amounts are payable to the Agent given not later than non-Objecting Banks or, if such fees or other amounts shall be so payable on such expiration date, such unpaid commitment fee, Letter of Credit Fee and other amount shall be paid on such expiration date. In addition, the applicable Lender Notice Date, advise participating interest of any Objecting Bank in any then outstanding undrawn Letters of Credit shall terminate on such 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 Agent whether or not such Lender agrees beneficiary thereof prior to such extension (each Lender that determines to so extend its Termination Date, an “Extending Lender”). Each Lender that determines not to so extend its Termination Date (a “Non-Extending Lender”expiration date) shall notify the Agent of and such fact promptly after such determination (but in any event no later than the Lender Notice Date), and any Lender that does not so advise the Agent on or before the Lender Notice Date participating interest shall be deemed to be a Nonreallocated to and among the non-Extending Lender. The election of any Lender to agree to such extension shall not obligate any other Lender to so agree, and it is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for extension of the Termination DateObjecting Banks ratably in accordance with their respective Commitments. (c) The Agent shall promptly notify the Borrower of each Lender’s determination under this Section. (d) The Borrower 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 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 Objecting Banks (and upon such cancellation, such Objecting Bank’s participation in any then outstanding undrawn Letters of Credit shall terminate and such participation shall be deemed to be reallocated to and among the non-Objecting Banks ratably in accordance with their respective Commitments) (it being understood that any partial cancellation of the Commitment shall result in a corresponding reduction of such Objecting Bank’s participating interest in respect of Letters of Credit) (but shall only if after giving effect to such cancellation or prepayment the Total Extensions of Credit do not be obligatedexceed the Total Commitments), on or before provided that during the applicable period from the Closing Date through February 24, 2015 and, commencing February 25, 2015, during each one-year period thereafter to and including the Termination Date for any Non-Extending Lender to replace such Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more financial institutions that are Eligible Assignees (each, an a “Additional Commitment LenderDeal Year”) approved by ), the Agent, each Issuing Bank and the Swingline Lender in accordance with the procedures provided in Section 8.07, each aggregate Commitments of Banks which Additional Commitment Lenders shall have entered into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 8.07, with the Borrower obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, are terminated pursuant to which this subsection 2.16(c) and are not replaced during such Additional Commitment Lenders shall, effective on or before the Termination Date for such NonDeal Year pursuant to subsection 2.19 shall not exceed 33-Extending Lender, assume a Revolving Credit Commitment (and, if any such Additional Commitment Lender is already a Lender, its Revolving Credit Commitment shall be in addition to such Lender’s Revolving Credit Commitment hereunder on such date). The Agent may effect such amendments to this Agreement as are reasonably necessary to provide for any such extensions with the consent of the Borrower but without the consent of any other Lenders. (e) If (and only if) the total of the Revolving Credit Commitments of the Lenders that have agreed to extend their Termination Date and the additional Revolving Credit Commitments of the Additional Commitment Lenders is more than 501/3% of the aggregate amount of the Revolving Credit Commitments in effect immediately prior to on the applicable Extension Date, then, effective as first day of the applicable Extension Date, the Termination Date such Deal Year of each Extending Lender and of each Additional Commitment Lender shall be extended to the date that is one year after the Existing Termination Date (except that, if such date is Banks which were not a Business Day, such Termination Date as so extended shall be the next preceding Business Day) and each Additional Commitment Lender shall thereupon become a “Lender” for all purposes of this Agreement and shall be bound by the provisions of this Agreement as a Lender hereunder and shall have the obligations of a Lender hereunder. (f) Notwithstanding the foregoing, (x) no more than two (2) extensions of the Termination Date shall be permitted hereunder and (y) any extension of any Termination Date pursuant to this Section 2.21 shall not be effective with respect to any Extending Lender unless as of the applicable Extension Date and immediately after giving effect thereto: (i) there shall exist no Default; (ii) the representations and warranties made by the Borrower contained herein shall be true and correct; and (iii) the Agent shall have received a certificate from the Borrower signed by an Authorized Officer of the Borrower (A) certifying the accuracy of the foregoing clauses (i) and (ii) and (B) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such extension. (g) On the Termination Date of each Non-Extending Lender, (i) the Revolving Credit Commitment of each Non-Extending Lender shall automatically terminate and (ii) the Borrower shall repay such Non-Extending Lender in accordance with Section 2.06 (and shall pay to such Non-Extending Lender all of the other obligations owing to it under this Agreement) and after giving effect thereto shall prepay any Revolving Advances outstanding Objecting Banks on such date (and pay any additional amounts required pursuant to Section 2.02) to the extent necessary to keep outstanding Revolving Advances ratable with any revised Ratable Share of the respective Lenders effective as of such date, and the Agent shall administer any necessary reallocation of the outstanding Advances (without regard to any minimum borrowing, pro rata borrowing and/or pro rata payment requirements contained elsewhere in this Agreement)first day. (h) This Section shall supersede any provisions in Section 2.02 or Section 8.01 to the contrary.

Extension of Termination Date. (a) The Borrower may at any time from time Borrowers may, by notice to time the Administrative Agent (which shall promptly notify the Lenders) not more earlier than ninety (90) days and not less than thirty (30) 60 days prior to any anniversary of the Effective Closing Date (the “Anniversary Date, by notice to the Agent (who shall promptly notify the Lenders”) not but no later than 10 Business Days 30 days prior to such Anniversary Date (the date on which of delivery of any such notice being the Lenders are requested to respond thereto (each such date, a “Lender Borrower Extension Notice Date”), request that each Lender extend (each such date on which such extension occurs, an “Extension Date”) such Lender’s Termination Date to the date that is for an additional one year after the Termination Date then in effect for such Lender hereunder (the “Existing Termination Date”). The Borrowers may request no more than two extensions pursuant to this Section 2.19. (b) Each Lender, acting in its sole and individual discretion, shall, by notice to the Administrative Agent given not earlier than 30 days prior to the applicable Anniversary Date and not later than the date (the “Lender Extension Notice Date”) that is 20 days prior to the applicable Lender Notice Anniversary Date, advise the Administrative Agent whether or not such Lender agrees to such extension (and each Lender that determines to so extend its Termination Date, an “Extending Lender”). Each Lender that determines not to so extend its Existing Termination Date (a “Non-Extending Nonconsenting Lender”) shall notify the Administrative Agent of such fact promptly after such determination (but in any event no later than the 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 deemed to be a Non-Extending Nonconsenting Lender. The election of any Lender to agree to such extension shall not obligate any other Lender to so agree, and it is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for extension of the Termination Date. (c) The Administrative Agent shall promptly notify the Borrower Borrowers of each Lender’s determination under this SectionSection 2.19 no later than the date 15 days prior to the applicable Anniversary Date, or, if such date is not a Business Day, on the next preceding Business Day (the “Specified Date”). (d) The Borrower Borrowers shall have the right, but shall not be obligated, right on or before the applicable Termination fifth Business Day after the Specified Date for any Non-Extending Lender to replace such Non-Extending each Nonconsenting Lender with(i) with an existing Lender, and add and/or (ii) by adding as “Lenders” under this Agreement in place thereof, one or more financial institutions that are Eligible Assignees Persons (eacheach Lender in clauses (i) and (ii), an “Additional Commitment Lender”) approved by ), in each case, with the Agent, each Issuing Bank approval of the Administrative Agent and the Swingline Lender in accordance with the procedures provided in Section 8.07Fronting Banks (which approvals shall not be unreasonably withheld), each of which Additional Commitment Lenders shall have entered into an Assignment agreement in form and Assumption (in accordance with and subject substance satisfactory to the restrictions contained in Section 8.07, with Borrowers and the Borrower obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, Administrative Agent pursuant to which such Additional Commitment Lenders Lender shall, effective on or before as of the Termination Date for such Non-Extending LenderSpecified Date, assume undertake a Revolving Credit Commitment (and, if any such Additional Commitment Lender is already a Lender, its Revolving Credit Commitment shall be in addition to such Lender’s Revolving Credit Commitment hereunder on such date). The Agent may effect such amendments to this Agreement as are reasonably necessary to provide for any such extensions with ; provided that the consent aggregate amount of the Borrower but without Commitments for all Additional Commitment Lenders shall be no more than the consent aggregate amount of any other the Commitments of all Nonconsenting Lenders. (e) If (and only if) the total aggregate amount of the Revolving Credit Commitments of the Lenders that have agreed to extend their Existing Termination Date and Dates plus the aggregate additional Revolving Credit Commitments of the Additional Commitment Lenders is shall be more than 50% of the aggregate amount of the Revolving Credit Commitments in effect immediately prior to the applicable Extension Specified Date, then, effective as of the applicable Extension Specified Date, the Existing Termination Date of each Extending Lender agreeing to an extension and of each Additional Commitment Lender shall be extended to the date that is one year after the Existing Termination Date (except thatDate, if such date is not a Business Day, such Termination Date as so extended shall be the next preceding Business Day) and each Additional Commitment Lender shall thereupon become a “Lender” for all purposes of this Agreement and shall be bound by the provisions of this Agreement as a Lender hereunder and shall have the obligations of a Lender hereunderAgreement. (f) Notwithstanding the foregoing, (x) no more than two (2) extensions of the Termination Date shall be permitted hereunder and (y) any extension of any a Lender’s Existing Termination Date pursuant to this Section 2.21 2.19 shall not be effective with respect to any Extending such Lender unless as of on the applicable Extension Specified Date and immediately after giving effect thereto: but only if (i) there the following statements shall exist be true: (A) no Default; event has occurred and is continuing, or would result from the extension of the Existing Termination Date, that constitutes an Event of Default or an Unmatured Default and (iiB) the representations and warranties contained in Section 4.01 are correct in all material respects (or in the case of any such representation or warranty already qualified by materiality, true and correct in all respects) on and as of the Specified Date, before and after giving effect to such extension, as though made by the Borrower contained herein on and as of such date, except for those made specifically as of another date, in which case such representations and warranties shall be true as of such other date, provided that, for purposes of the representations and correct; and warranties in Sections 4.01(f) and the last sentence of 4.01(g), the Disclosure Documents shall include all the SEC filings made by FE and the Borrowers prior to the applicable Borrower Extension Notice Date and (iiiii) on or prior to the Specified Date the Administrative Agent shall have received the following, each dated the Specified Date and in form and substance satisfactory to the Administrative Agent: (x) a certificate from the Borrower signed by of an Authorized Officer of each Borrower to the Borrower effect that as of the Specified Date the statements set forth in clauses (A) certifying the accuracy of the foregoing clauses (i) and (ii) and (B) certifying and attaching above are true, (y) certified copies of the resolutions adopted by of the Board of Directors of each Borrower approving or consenting authorizing such extension and the performance of this Agreement on and after the Specified Date, and of all documents evidencing other necessary corporate action and Governmental Action with respect to this Agreement and such extension of the Existing Termination Date and (z) an opinion of counsel to the Borrowers, as to such extensionmatters related to the foregoing as the Administrative Agent or the Lenders through the Administrative Agent may reasonably request. (g) On Subject to subsection (d) above, the Termination Date of each Non-Extending Lender, (i) the Revolving Credit Commitment of each Non-Extending any Nonconsenting Lender shall automatically terminate and (ii) the Borrower shall repay such Non-Extending Lender in accordance with Section 2.06 (and shall pay to such Non-Extending Lender all of the other obligations owing to it under this Agreement) and after giving effect thereto shall prepay any Revolving Advances outstanding on such date (and pay any additional amounts required pursuant to Section 2.02) to the extent necessary to keep outstanding Revolving Advances ratable with any revised Ratable Share of the respective Lenders effective as of such date, and the Agent shall administer any necessary reallocation of the outstanding Advances its Existing Termination Date (without regard to any minimum borrowing, pro rata borrowing and/or pro rata payment requirements contained elsewhere in this Agreementextension by any other Lender). (h) This Section shall supersede Each Fronting Bank may, in its sole discretion, elect not to serve in such capacity following any provisions in Section 2.02 or Section 8.01 to extension of the contrary.Termination Date; provided that, (i) the Borrowers and the Administrative Agent may appoint a replacement for any such resigning Fronting Bank and

Extension of Termination Date. (a) The Borrower may at any time from time to time not more than ninety (90) days and not less than thirty (30) days prior to any anniversary of the Effective Date, by notice Subject to the Agent (who shall promptly notify the Lenders) not later than 10 Business Days prior to the date on which the Lenders are requested to respond thereto (each such date, a “Lender Notice Date”), request that each Lender extend (each such date on which such extension occurs, an “Extension Date”) such Lender’s Termination Date to the date that is one year after the Termination Date then in effect for such Lender (the “Existing Termination Date”). (b) Each Lender, acting in its sole and individual discretion, shall, by notice to the Agent given not later than the applicable Lender Notice Date, advise the Agent whether or not such Lender agrees to such extension (each Lender that determines to so extend its Termination Date, an “Extending Lender”). Each Lender that determines not to so extend its Termination Date (a “Non-Extending Lender”) shall notify the Agent terms of such fact promptly after such determination (but in any event no later than the Lender Notice Date), and any Lender that does not so advise the Agent on or before the Lender Notice Date 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 so agree, and it is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for extension of the Termination Date. (c) The Agent shall promptly notify the Borrower of each Lender’s determination under this Section. (d) The , the Borrower shall have the right, but shall not be obligatedexercisable one time, on or before to request that the applicable Termination Date for any Non-Extending Lender to replace such Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more financial institutions that are Eligible Assignees (each, an “Additional Commitment Lender”) approved by the Agent, each Issuing Bank Administrative Agent and the Swingline Lender in accordance with the procedures provided in Section 8.07, each of which Additional Commitment Lenders shall have entered into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 8.07, with the Borrower obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Commitment Lenders shall, effective on or before extend the Termination Date by one year. The Borrower may exercise such right only by executing and delivering to the Administrative Agent at least 90 days but not more than 180 days prior to the current Termination Date, a written request for such Non-Extending Lender, assume a Revolving Credit Commitment extension (and, if any such Additional Commitment Lender is already a Lender, its Revolving Credit Commitment shall be in addition to such Lender’s Revolving Credit Commitment hereunder on such datean “Extension Request”). The Administrative Agent may effect such amendments shall forward to this Agreement as are reasonably necessary to provide for any such extensions with the consent each Lender a copy of the Borrower but without the consent of any other Lenders. (e) If (and only if) the total of the Revolving Credit Commitments of the Lenders that have agreed to extend their Termination Date and the additional Revolving Credit Commitments of the Additional Commitment Lenders is more than 50% of the aggregate amount of the Revolving Credit Commitments in effect immediately prior Extension Request delivered to the applicable Extension Date, then, effective as of the applicable Extension Date, the Termination Date of each Extending Lender and of each Additional Commitment Lender shall be extended to Administrative Agent promptly upon receipt thereof. Not later than the date that is one year 30 days after the Existing Administrative Agent’s receipt of the Extension Request, the Administrative Agent shall notify the Borrower if the Requisite Lenders have determined to condition the extension of the Termination Date on an increase in the Capitalization Rate to a percentage not to exceed 10.0%, and if so, what the new Capitalization Rate to become effective on the current Termination Date would be. Any new Capitalization Rate shall be the rate determined by the Requisite Lenders on the basis of then current market conditions and data. If the Requisite Lenders determine to condition the extension of the Termination Date on an increase in the Capitalization Rate, then not later than the date that is 30 days prior to the current Termination Date (except thatthe “Extension Notification Date”), if such date is the Borrower shall notify the Administrative Agent in writing of its decision to extend or not a Business Day, such to extend the Termination Date as so extended by one year. If the Borrower fails to provide such written notification on or prior to the Extension Notification Date, the Borrower shall be deemed to have elected to extend the next preceding Business Day) and each Additional Commitment Lender shall thereupon become a “Lender” for all purposes Termination Date by one year. If the Borrower elects, or is deemed to have elected, to extend the Termination Date, then subject to satisfaction of this Agreement and shall be bound by the provisions of this Agreement as a Lender hereunder and shall have the obligations of a Lender hereunder. (f) Notwithstanding the foregoingfollowing conditions, (x) no more than two (2) extensions of the Termination Date shall be permitted hereunder and extended for one year: (ya) any if the Requisite Lenders have conditioned the extension of any the Termination Date pursuant on an increase in the Capitalization Rate, the Borrower shall have caused to this Section 2.21 shall not be effective with respect executed and delivered to any Extending Lender unless the Administrative Agent such documents and agreements as of the applicable Extension Date Administrative Agent may request to evidence such increase, (b) immediately prior to such extension and immediately after giving effect thereto: , no Default or Event of Default shall exist, (i) there shall exist no Default; (iic) the representations and warranties made or deemed made by the Borrower contained herein shall and each other Loan Party in the Loan Documents to which any of them is a party would be true and correct; and correct immediately after giving effect to the requested extension of the Termination Date, except to the extent that such representations and warranties expressly relate solely to an earlier date (iii) the Agent in which case such representations and warranties shall have received a certificate from the Borrower signed by an Authorized Officer been true and accurate on and as of the Borrower (A) certifying the accuracy of the foregoing clauses (isuch earlier date) and (ii) and (B) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such extension. (g) On the Termination Date of each Non-Extending Lender, (i) the Revolving Credit Commitment of each Non-Extending Lender shall automatically terminate and (iid) the Borrower shall repay such Non-Extending Lender in accordance with have paid the Fees payable under Section 2.06 (and shall pay to such Non-Extending Lender all of the other obligations owing to it under this Agreement) and after giving effect thereto shall prepay any Revolving Advances outstanding on such date (and pay any additional amounts required pursuant to Section 2.02) to the extent necessary to keep outstanding Revolving Advances ratable with any revised Ratable Share of the respective Lenders effective as of such date, and the Agent shall administer any necessary reallocation of the outstanding Advances (without regard to any minimum borrowing, pro rata borrowing and/or pro rata payment requirements contained elsewhere in this Agreement3.6.(d). (h) This Section shall supersede any provisions in Section 2.02 or Section 8.01 to the contrary.

Extension of Termination Date. (a) The So long as no Event of Default has occurred and is continuing, the Borrower may at any time from time to time may, not more earlier than ninety (90) days and not less than thirty (30) 60 days prior to any anniversary of the Effective date of this Agreement (the “Anniversary Date, by notice to the Agent (who shall promptly notify the Lenders”) but not later than 10 Business Days 30 days prior to such Anniversary Date (the date on which of delivery of any such notice being the Lenders are requested to respond thereto (each such date, a “Lender Borrower Extension Notice Date”), by delivering a written request to the Administrative Agent (such request being irrevocable), request that each Lender extend (each such date on which such extension occurs, an “Extension Date”) such Lender’s Termination Date to the date that is for one year after the Termination Date then in effect for such Lender hereunder (the “Existing Termination Date”). The Administrative Agent shall, upon its receipt of such request, promptly notify each Lender thereof, and request that each Lender promptly advise the Administrative Agent of its approval or rejection of such request. The Borrower may exercise its right to request an extension of the Termination Date under this Section 2.18 once per year no more than two times. (b) Each LenderUpon receipt of such notification from the Administrative Agent, acting each Lender may (but shall not be required to), in its sole and individual absolute discretion, shallagree to extend the Termination Date with respect to its Commitment and any of its outstanding Advances for a period of one year, by notice and shall (should it determine to do so), not earlier than 30 days prior to the Agent given applicable Anniversary Date and not later than the date that is 20 days prior to the applicable Anniversary Date (such later date, the “Lender Extension Notice Date”), advise notify the Administrative Agent whether or not such Lender agrees in writing of its consent to such extension request (and each Lender that determines to so extend its Termination Date, an “Extending Lender”). Each Lender that determines not to so extend its Existing Termination Date (a “Non-Extending Nonconsenting Lender”) ). If any Lender shall not so notify the Administrative Agent of such fact promptly after such determination (but in any event no later than by the Lender Extension Notice Date), and any such Lender that does not so advise the Agent on or before the Lender Notice Date shall be deemed to be a Non-Extending Nonconsenting Lender. The election of any Lender to agree to such extension shall not obligate any other Lender to so agree, and it is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for extension of the Termination Date. (c) The Administrative Agent shall promptly thereupon notify the Borrower of no later than 15 days prior to the applicable Anniversary Date, or, if such date is not a Business Day, on the next preceding Business Day (the “Specified Date”) as to each Lender’s Lenders’ determination under this Section. (d) The Borrower shall have the right, but shall not be obligated, on or before the applicable Termination Date for any Non-Extending Lender to replace such Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more financial institutions that are Eligible Assignees (each, an “Additional Commitment Lender”) approved by the Agent, each Issuing Bank and the Swingline Lender in accordance with the procedures provided in Section 8.07, each of which Additional Commitment Lenders shall have entered into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 8.07, with the Borrower obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Commitment Lenders shall, effective on or before the Termination Date for such Non-Extending Lender, assume a Revolving Credit Commitment (and, if any such Additional Commitment Lender is already a Lender, its Revolving Credit Commitment shall be in addition to such Lender’s Revolving Credit Commitment hereunder on such date). The Agent may effect such amendments to this Agreement as are reasonably necessary to provide for any such extensions with the consent of the Borrower but without the consent of any other Lenders. (ec) If (and only if) the total aggregate amount of the Revolving Credit Commitments of the Lenders that have agreed to extend their Existing Termination Date and Dates plus the aggregate additional Revolving Credit Commitments of the Additional Commitment Lenders is shall be more than 50% of the aggregate amount of the Revolving Credit Commitments in effect immediately prior to the applicable Extension Specified Date, then, effective as of the applicable Extension Date, the Existing Termination Date of each Extending Lender agreeing to an extension and of each Additional Commitment Lender shall be extended to the date that is one year after the such Existing Termination Date (except thatDate, if such date is not a Business Day, such Termination Date as so extended shall be the next preceding Business Day) and each Additional Commitment Lender shall thereupon become a “Lender” for all purposes of this Agreement and shall be bound by the provisions of this Agreement as a Lender hereunder and shall have the obligations of a Lender hereunder. (f) Agreement. Notwithstanding the foregoing, (x) no more than two (2) extensions of the Termination Date shall be permitted hereunder and (y) any extension of any a Lender’s Existing Termination Date pursuant to this Section 2.21 shall not be effective with respect to any Extending such Lender unless as of on the applicable Extension Date only if the Administrative Agent shall have received the following, each dated such date and immediately after giving effect thereto: in form and substance satisfactory to the Administrative Agent: (i) there shall exist a certificate of a duly authorized officer of the Borrower to the effect that as of such Extension Date (A) no Default; event has occurred and is continuing, or would result from the extension of the Termination Date, that constitutes an Event of Default or would, with the giving of notice or the lapse of time, or both, constitute an Event of Default and (iiB) the representations and warranties contained in Section 4.01 are correct in all material respects (without duplication of materiality qualifications otherwise set forth in such representations and warranties) on and as of such Extension Date, before and after giving effect to such extension, as though made by the Borrower contained herein on and as of such date, except for those made specifically as of another date, in which case such representations and warranties shall be true and correct; and correct as of such other date, (ii) certified copies of the resolutions of the Board of Directors of the Borrower authorizing such extension and the performance of this Agreement on and after such Extension Date, and of all documents evidencing other necessary organizational action and governmental and regulatory approvals with respect to this Agreement and such extension of the Termination Date, (iii) an opinion of the counsel of the Borrower, as to such matters related to the foregoing as the Administrative Agent or the Lenders through the Administrative Agent may reasonably request and (iv) such other documents as the Administrative Agent or the Lenders through the Administrative Agent may reasonably request. (d) The Borrower will have the right on or before the fifth Business Day after the Specified Date (the “Extension Date”) to substitute other financial institutions (each such Lender, an “Additional Commitment Lender”) reasonably acceptable to the Administrative Agent and the LC Issuing Banks for any Nonconsenting Lender (provided that the existing Lenders shall have the right to increase their Commitments ratably according to the amount of their Commitments relative to the other Commitments that are to be extended up to the amount of the Commitment of such Nonconsenting Lender before the Borrower shall be permitted to substitute any other financial institution for such Nonconsenting Lender) by causing any Nonconsenting Lender to assign its Commitment pursuant to Section 8.07 hereof, provided, however, that the parties to any such assignment shall not be required to pay the processing and recordation fee otherwise payable under Section 8.07(b), and provided, further that such Nonconsenting Lender shall, prior to the effectiveness of any such assignment, be paid in full all amounts due to it hereunder. (e) Upon the extension of the Termination Date in accordance with this Section 2.18, the Administrative Agent shall have received deliver to each Lender and LC Issuing Bank a certificate from revised Schedule II setting forth the Borrower signed by an Authorized Officer Commitment of the Borrower (A) certifying the accuracy of the foregoing clauses (i) and (ii) and (B) certifying and attaching the resolutions adopted by the Borrower approving or consenting each Lender after giving effect to such extension, and such Schedule II shall replace the Schedule II in effect before the extension of the Termination Date. (f) Subject to subsection (c) above, the Commitment of any Nonconsenting Lender shall automatically terminate on its Existing Termination Date (without regard to any extension by any other Lender). On the date of any termination of a Nonconsenting Lender’s Commitment pursuant to this Section 2.18, the Borrower shall pay or prepay to such Nonconsenting Lender the aggregate outstanding principal amount of all Advances of such Lender with respect to such termination of its Commitment, together with accrued interest to the date 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 Borrower shall be obligated to reimburse each such Lender in respect thereof pursuant to Section 8.04(b). (g) On Each LC Issuing Bank may, in its sole discretion, elect not to serve in such capacity following any extension of the Termination Date of each Non-Extending Lender, Date; provided that (i) the Revolving Credit Commitment of each Non-Extending Lender shall automatically terminate Borrower and the Administrative Agent may appoint a replacement for any such resigning LC Issuing Bank, and (ii) the Borrower shall repay such Non-Extending Lender in accordance with Section 2.06 (and shall pay to such Non-Extending Lender all extension of the other obligations owing to it under this Agreement) and after giving effect thereto shall prepay any Revolving Advances outstanding on such date (and pay any additional amounts required pursuant to Section 2.02) to the extent necessary to keep outstanding Revolving Advances ratable with any revised Ratable Share of the respective Lenders Termination Date may become effective as of such date, and the Agent shall administer any necessary reallocation of the outstanding Advances (without regard to any minimum borrowing, pro rata borrowing and/or pro rata payment requirements contained elsewhere in this Agreement)whether such replacement is found. (h) This Section shall supersede any provisions in Section 2.02 or Section 8.01 to the contrary.

Extension of Termination Date. (a) The Borrower may at any time from time to time not more than ninety (90) days and not less than thirty (30) days prior to any anniversary of the Effective Datemay, by notice to the Agent (who which shall promptly notify deliver a copy to each of the LendersBanks) not later less than 10 Business Days 30 days and not more than 60 days prior to the date on which the Lenders are requested to respond thereto (each such date, a “Lender Notice Date”), request that each Lender extend (each such date on which such extension occurs, an “Extension Date”) such Lender’s Termination Date to the date that is one year after the Termination Date then in effect for such Lender hereunder (the “Existing Termination Date”). (b) , request that the Banks extend the Termination Date for an additional 364 days from the Existing Termination Date. Each LenderBank, acting in its sole and individual discretion, shall, by notice to the Borrower and the 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 later than a Domestic Business Day, then such notice shall be given on the applicable Lender Notice next succeeding Domestic Business Day) (the “Consent Date”), advise the Agent Borrower whether or not such Lender Bank agrees to such extension (extension; provided that each Lender that determines to so extend its Termination Date, an “Extending Lender”). Each Lender Bank that determines not to so extend its the Termination Date (a “Non-Extending LenderBank”) shall notify the Agent (who shall notify the Borrower) of such fact promptly after such determination (but in any event no later than the Lender Notice Consent Date), ) and any Lender Bank that does not so advise the Agent Borrower on or before the Lender Notice Consent Date shall be deemed to be a Non-Extending LenderBank. The election of any Lender Bank to agree to such an extension of the Termination Date shall not obligate any other Lender to so agree, and it is understood and agreed that no Lender shall have any obligation whatsoever Bank to agree to any request made by the Borrower for extension of the Termination Datesuch extension. (c) The Agent shall promptly notify the Borrower of each Lender’s determination under this Section. (db) The Borrower shall have the right, but shall not be obligated, right on or before the applicable Existing Termination Date for any to replace each Non-Extending Lender to replace such Non-Extending Lender Bank with, and otherwise add as “Lenders” under to this Agreement in place thereofAgreement, one or more financial institutions that are Eligible Assignees other commercial banks, which may include any Bank (each, prior to the Existing Termination Date, an “Additional Commitment LenderBank”) approved by the Agent, each Issuing Bank and the Swingline Lender in accordance with the procedures provided in Section 8.07, each approval of the Agent (which approval shall not be unreasonably delayed or withheld). Each Additional Commitment Lenders Bank shall have entered enter into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 8.07, with the Borrower obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, Acceptance pursuant to which such Additional Commitment Lenders Bank shall, effective on or before as of the Existing Termination Date for such Non-Extending LenderDate, assume undertake a Revolving Credit Commitment (and, if an “Additional Commitment”). If any such Additional Commitment Lender Bank is already a LenderBank, its Revolving Credit Additional Commitment shall be in addition to such LenderBank’s Revolving Credit Commitment hereunder on such date). The Agent may effect such amendments to this Agreement as are reasonably necessary to provide for any such extensions with the consent of the Borrower but without the consent of any other Lenders. (ec) If (and only if) Banks with Commitment Amounts that, in the total aggregate, together with the proposed Commitment Amounts of the Revolving Credit Commitments Additional Commitment Banks that will become effective on the Existing Termination Date, aggregate at least 51% of the Lenders that aggregate Commitment Amounts (not including the proposed Commitment Amounts of the Additional Commitment Banks) on the Consent Date shall have agreed to extend their the Existing Termination Date and the additional Revolving Credit Commitments of the Additional Commitment Lenders is more than 50% of the aggregate amount of the Revolving Credit Commitments in effect immediately prior to the applicable Extension Date, then, effective as of the applicable Extension Existing Termination Date, the Existing Termination Date of each Extending Lender and of each Additional Commitment Lender shall be extended to the date that which is one year 364 days after the Existing Termination Date (except thatprovided, if such date is not a Domestic Business Day, then such Termination Date as so extended shall be the next preceding Domestic Business Day) and each Additional Commitment Lender Bank shall thereupon become a “LenderBank” with a Commitment for all purposes of this Agreement and shall be bound by the provisions of this Agreement as a Lender hereunder and shall have the obligations of a Lender hereunderAgreement. (fd) Notwithstanding the foregoing, (x) no more than two (2) extensions the extension of the Existing Termination Date shall be permitted hereunder and (y) any extension of any Termination Date pursuant to this Section 2.21 shall not be effective with respect to any Extending Lender unless as of the applicable Extension Date and immediately after giving effect theretoBank unless: (i) there no Default or Event of Default shall exist no Defaulthave occurred and be continuing on the date of the notice requesting such extension, the Consent Date or the Existing Termination Date; (ii) each of the representations and warranties made by of the Borrower contained herein in Article IV hereof shall be true and correctcorrect 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 (iii) the Agent shall have received a certificate from the Borrower signed by an Authorized Officer of the Borrower (A) certifying the accuracy of the foregoing clauses (i) and (ii) and (B) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such extension. (g) On the Termination Date of each Non-Extending LenderBank 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, (ia) the Revolving Credit Commitment of each Non-Extending Lender Bank shall automatically terminate on the Existing Termination Date and (iib) from and after the Borrower Existing Termination Date, the aggregate Commitment Amounts of the Banks shall repay such not include the Commitment Amounts of the Non-Extending Lender in accordance with Section 2.06 (and shall pay to such Non-Extending Lender all of the other obligations owing to it under this Agreement) and after giving effect thereto shall prepay any Revolving Advances outstanding on such date (and pay any additional amounts required pursuant to Section 2.02) to the extent necessary to keep outstanding Revolving Advances ratable with any revised Ratable Share of the respective Lenders effective as of such date, and the Agent shall administer any necessary reallocation of the outstanding Advances (without regard to any minimum borrowing, pro rata borrowing and/or pro rata payment requirements contained elsewhere in this Agreement)Banks. (h) This Section shall supersede any provisions in Section 2.02 or Section 8.01 to the contrary.

Extension of Termination Date. (a) The Borrower may at any time and from time to time not more than ninety sixty (9060) days and not less than thirty (30) days prior to any anniversary of the Effective Date (other than the Termination Date), by notice to the Agent (who shall promptly notify the Lenders) not later than 10 Business Days prior to the date on which the Lenders are requested to respond thereto (each such date, a “Lender Notice Date”), request that each Lender extend (each such date on which such an extension occurs, an “Extension Date”) such Lender’s then effective Termination Date (the “Existing Termination Date”) to the date that is one year after such Lender’s Existing Termination Date; provided that (i) such notice shall be made on a Business Day, (ii) no Extension Date shall occur if, after giving effect to such Extension Date, the Termination Date then in effect for shall be more than five (5) years after such Lender Extension Date and (iii) if any requested Extension Date is not a Business Day, such Extension Date shall be the “Existing Termination Date”)immediately succeeding Business Day. (b) Each Lender, acting in its sole and individual discretion, shall, by notice to the Agent given not later than the applicable date that is ten (10) Business Days after the date on which the Agent received the Borrower’s extension request (the “Lender Notice Date”), advise the Agent whether or not such Lender agrees to such extension (each Lender that determines to so extend its Termination Date, an “Extending Lender”). Each Lender that determines not to so extend its Termination Date (a “Non-Extending Lender”) shall notify the Agent of such fact promptly after such determination (but in any event no later than the Lender Notice Date), and any Lender that does not so advise the Agent on or before the Lender Notice Date 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 so agree, and it is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for extension of the Termination Date. (c) The Agent shall promptly notify the Borrower of each Lender’s determination under this Section. (d) The Borrower shall have the right, but shall not be obligated, on or before the applicable Termination Date for any Non-Extending Lender to replace such Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more financial institutions that are Eligible Assignees not Ineligible Institutions (each, an “Additional Commitment Lender”) approved by the Agent, each Issuing Bank and the Swingline Lender Agent in accordance with the procedures provided in Section 8.072.10(c), each of which Additional Commitment Lenders shall have entered into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 8.07, with the Borrower 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 Lender, pursuant to which such Additional Commitment Lenders shall, effective on or before the applicable Termination Date for such Non-Extending Lender, assume a Revolving Credit Commitment (and, if any such Additional Commitment Lender is already a Lender, its Revolving Credit Commitment shall be in addition to such Lender’s Revolving Credit Commitment hereunder on such date). Prior to any Non-Extending Lender being replaced by one or more Additional Commitment Lenders pursuant hereto, such Non-Extending Lender may elect, in its sole discretion, by giving irrevocable notice thereof to the Agent and the Borrower (which notice shall set forth such Lender’s new Termination Date), to become an Extending Lender. 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 Borrower but without the consent of any other Lenders. (e) If (and only if) the total of the Revolving Credit Commitments of the Lenders that have agreed to extend their Termination Date and the additional Revolving Credit new or increased Commitments of the any Additional Commitment Lenders is more than 50% of the aggregate amount of the Revolving Credit Commitments in effect immediately prior to the applicable Extension Date, then, effective as of the applicable Extension Date, the Termination Date of each Extending Lender and of each Additional Commitment Lender shall be extended to the date that is one year after the then Existing Termination Date (except that, if such date is not a Business Day, such Termination Date as so extended shall be the next immediately preceding Business Day) and each Additional Commitment Lender shall thereupon become a “Lender” for all purposes of this Agreement and shall be bound by the provisions of this Agreement as a Lender hereunder and shall have the obligations of a Lender 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 five (5) years after such date of determination, whether such determination is made before or after giving effect to any extension request made hereunder. (f) Notwithstanding the foregoing, (x) no more than two (2) extensions of the Termination Date shall be permitted hereunder and (y) any extension of any Termination Date pursuant to this Section 2.21 2.18 shall not be effective with respect to any Extending Lender unless as 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: (i) there shall exist no Default; (ii) the representations and warranties made by of the Borrower contained herein shall be set forth in this Agreement are true and correctcorrect 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 (iii) the Agent shall have received a certificate dated as of the applicable Extension Date from the Borrower signed by an Authorized Officer authorized officer of the Borrower (A) certifying the accuracy of the foregoing clauses (i) and (ii) and (B) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such extension. (g) It is understood and agreed that the Existing Termination Date of each Non-Extending Lender shall remain unchanged and the repayment of all obligations owed to them pursuant to this Agreement and any related Loan Documents and the termination of their Commitments shall occur on the then Existing Termination Date without giving effect to such extension request. (h) On the Termination Date of each Non-Extending Lender, (i) the Revolving Credit Commitment of each Non-Extending Lender shall automatically terminate and (ii) the Borrower shall repay such Non-Extending Lender in accordance with Section 2.06 2.05 (and shall pay to such Non-Extending Lender all of the other obligations Obligations owing to it under this Agreement) and after giving effect thereto shall prepay any Revolving Advances Loans outstanding on such date (and pay any additional amounts required pursuant to Section 2.028.04(c)) to the extent necessary to keep outstanding Revolving Advances Loans ratable with any revised Ratable Share Applicable Percentages of the respective Lenders effective as of such date, and the Agent shall administer any necessary reallocation of the outstanding aggregate principal amount of the Revolving Credit Advances at such time (without regard to any minimum borrowing, pro rata borrowing and/or pro rata payment requirements contained elsewhere in this Agreement). (hi) This Section shall supersede any provisions in Section 2.02 2.14 or Section 8.01 to the contrary.

Extension of Termination Date. (a) The Borrower may at any time from time to time not more than ninety (90) days and not less than thirty (30) days prior to any anniversary of the Effective Datemay, by notice to the Administrative Agent (who which shall promptly notify the Lenders) not later than 10 Business Days prior to the date on which the Lenders are requested to respond thereto (each such date, a “Lender Notice Date”), request that each Lender extend (each such date on which such extension occurs, an “Extension Date”) the Commitment Termination Date of such Lender’s Termination Date to the date that is Commitment for an additional one year period after the Commitment Termination Date then in effect for such Lender Lender, effective as of a date selected by the Borrowers (the “Existing Termination Extension Effective Date”); provided, that (i) the Borrower may make no more than two such requests during the term of this Agreement (but may make such requests concurrently), (ii) in no event shall the extended Commitment Termination Date be more than five years after the Extension Effective Date, and (iii) the Extension Effective Date shall be at least 30 days, but not more than 45 days, after the date such extension request is received by the Administrative Agent. (b) Each Lender, acting in its sole and individual discretion, shall, by notice to the Administrative Agent given not later than the applicable date that is 20 days prior to the Extension Effective Date (the “Lender Extension Notice Date”), advise the Administrative Agent whether or not such Lender agrees to such extension (each Lender that determines to so extend its Termination Date, an “Extending Lender”)extension. Each Lender that determines notifies the Administrative Agent that it is not to so extend its extending the Commitment Termination Date (a “Non-Extending Lender”) shall notify the Agent of such fact promptly after such determination (but in any event no later than the Lender Notice Date)for its Commitment, and any Lender that does not so advise respond to the Administrative Agent regarding an extension request on or before the Lender Extension Notice Date Date, shall be deemed to be a Non-Extending “Nonconsenting Lender”. The election of any Lender to agree to such extension shall not obligate any other Lender to so agree. The Commitment of any Nonconsenting Lender shall be terminated on the Commitment Termination Date then in effect for such Lender (without regard to any extension by other Lenders), and it is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by on such Commitment Termination Date, the Borrower for extension shall pay in full the unpaid principal amount of all Loans owing to such Nonconsenting Lender, together with all accrued and unpaid interest thereon, and all accrued and unpaid fees owing to such Nonconsenting Lender under this Agreement to the Termination Datedate of such payment of principal and all other amounts due to such Nonconsenting Lender under this Agreement. (c) The Administrative Agent shall promptly notify the Borrower of each Lender’s determination under this SectionSection no later than the date 15 days prior to the Extension Effective Date, or, if such date is not a Business Day, on the next preceding Business Day. (d) The Borrower shall have the right, but shall not be obligated, right on or before the applicable Termination date 10 days prior to the Extension Effective Date for any Non-Extending Lender to replace such Non-Extending each Nonconsenting Lender witheffective as of the applicable Extension Effective Date (i) with an existing Lender, and add and/or (ii) by adding as “Lenders” under this Agreement in place thereof, one or more financial institutions that are Eligible Assignees Persons (eacheach Lender in clauses (i) and (ii), an “Additional Commitment Lender”) approved by the Agent), in each Issuing Bank and the Swingline Lender in accordance case, with the procedures provided in Section 8.07approval of the Administrative Agent (which approval shall not be unreasonably withheld), each of which Additional Commitment Lenders shall have entered into an Assignment agreement in form and Assumption (in accordance with and subject substance satisfactory to the restrictions contained in Section 8.07, with Borrower and the Borrower obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, Administrative Agent pursuant to which such Additional Commitment Lenders Lender shall, effective on or before as of the Termination Date for such Non-Extending Lenderapplicable Extension Effective Date, assume undertake a Revolving Credit Commitment (and, if any such Additional Commitment Lender is already a Lender, its Revolving Credit Commitment shall be in addition to such Lender’s Revolving Credit Commitment hereunder on such date). The Agent may effect such amendments ; provided that the aggregate amount of the Commitments for all Additional Commitment Lenders shall be no more than the aggregate amount of the Commitments of all Nonconsenting Lenders; provided, further, that the existing Lenders shall have the right to this Agreement as are reasonably necessary increase their Commitments up to provide the amount of the Nonconsenting Lenders’ Commitments before the Borrowers shall have the right to substitute any other Person for any such extensions with the consent of the Borrower but without the consent of any other LendersNonconsenting Lender. (e) If (and only if) the total aggregate amount of the Revolving Credit Commitments of the Lenders that have agreed to extend their the Commitment Termination Date and the additional Revolving Credit for their Commitments, together with Commitments of the from Additional Commitment Lenders is replacing Commitments from Nonconsenting Lenders, shall be more than 50% of the aggregate amount of the Revolving Credit Commitments in effect immediately prior to the applicable Extension Date, then, effective as of the applicable Extension Dateall Commitments, the Commitment Termination Date of the Commitments of each Extending Lender agreeing to an extension and of each Additional Commitment Lender shall be extended to the date that is one year after the Existing Termination Date (except thatrequested date, if such date is not a Business Day, such Termination Date as so extended shall be the next preceding Business Day) and each Additional Commitment Lender shall thereupon become a “Lender” for all purposes of this Agreement and shall be bound by the provisions of this Agreement as a Lender hereunder and shall have the obligations of a Lender hereunderAgreement. (f) Notwithstanding the foregoing, (x) no more than two (2) extensions the extension of the Commitment Termination Date shall be permitted hereunder and (y) for any extension of any Termination Date Lender’s Commitment pursuant to this Section 2.21 shall not be effective with respect to any Extending such Lender unless on the applicable Extension Effective Date, but only if (i) the following statements shall be true: (A) no event has occurred and is continuing, or would result from the extension of the Commitment Termination Date that constitutes an Event of Default or a Default and (B) the representations and warranties contained in Article IV are correct in all material respects on and as of the applicable Extension Date Effective Date, before and immediately after giving effect thereto: (i) there to such extension, as though made on and as of such date, except for those made specifically as of another date, in which case such representations and warranties shall exist no Default; be true as of such other date and (ii) on or prior to the representations and warranties made by applicable Extension Effective Date, the Borrower contained herein shall be true and correct; and (iii) the Administrative Agent shall have received the following, each dated the applicable Extension Effective Date and in form and substance satisfactory to the Administrative Agent: (x) a certificate from the Borrower signed by an Authorized of a Financial Officer of the Borrower to the effect that as of the applicable Extension Effective Date the statements set forth in clauses (A) certifying the accuracy of the foregoing clauses (i) and (ii) and (B) certifying and attaching above are true, (y) certified copies of the resolutions adopted by of the Board of Directors of the Borrower approving authorizing such extension and the performance of this Agreement on and after the applicable Extension Effective Date, and of all documents evidencing other necessary corporate actions or consenting Governmental Actions with respect to this Agreement and such extension of the Commitment Termination Date and (z) an opinion of counsel to the Borrowers, as to such extension. (g) On the Termination Date of each Non-Extending Lender, (i) the Revolving Credit Commitment of each Non-Extending Lender shall automatically terminate and (ii) the Borrower shall repay such Non-Extending Lender in accordance with Section 2.06 (and shall pay to such Non-Extending Lender all of the other obligations owing to it under this Agreement) and after giving effect thereto shall prepay any Revolving Advances outstanding on such date (and pay any additional amounts required pursuant to Section 2.02) matters related to the extent necessary to keep outstanding Revolving Advances ratable with any revised Ratable Share of foregoing as the respective Administrative Agent or the Lenders effective as of such date, and through the Administrative Agent shall administer any necessary reallocation of the outstanding Advances (without regard to any minimum borrowing, pro rata borrowing and/or pro rata payment requirements contained elsewhere in this Agreement)may reasonably request. (h) This Section shall supersede any provisions in Section 2.02 or Section 8.01 to the contrary.

Extension of Termination Date. (a) The So long as no Unmatured Default or Event of Default has occurred and is continuing and subject to the conditions set forth in Section 2.19(c), the Borrower may at any time from time to time not more may, no earlier than ninety (90) 60 days and not less no later than thirty (30) 30 days prior to any each anniversary of the Amendment Effective Date, by notice to the Agent Date (who shall promptly notify the Lenders) not later than 10 Business Days prior to the date on which the Lenders are requested to respond thereto (each such date, a “Lender Notice Date”), request that each Lender extend (each such date on which such extension occursanniversary, an “Extension Date”) such Lender’s Termination Date ), but on no more than two occasions, request through written notice to the date that is one year after the Termination Date then in effect for such Lender Agent (the “Existing Termination DateExtension Notice”). (b) , that the Lenders extend the then existing Termination Date for an additional one-year period. Each Lender, acting in its sole and individual discretion, shall, by notice to the Agent given not no later than the applicable Lender Notice 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 Agent whether or not in writing of its desire to extend (any such Lender agrees to such extension (each Lender that determines to so extend its Termination DateLender, an a “Extending Consenting Lender”). Each Lender that determines ) or not to so extend its Termination Date (any such Lender, a “Non-Extending Consenting Lender”) shall notify the Agent of such fact promptly after such determination (but in any event no later than the Lender Notice Date), and any date. Any Lender that does not so advise the Agent on or before by the Lender Notice Consent Date shall be deemed to be a Non-Extending Consenting Lender. No Lender shall be under any obligation or commitment to extend the then existing Termination Date. The election of any Lender to agree to such extension shall not obligate any other Lender to so agree, and it is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for extension of the Termination Datesuch extension. (c) The Agent shall promptly notify the Borrower of each Lender’s determination under this Section. (d) The Borrower shall have the right, but shall not be obligated, on or before the applicable Termination Date for any Non-Extending Lender to replace such Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more financial institutions that are Eligible Assignees (each, an “Additional Commitment Lender”) approved by the Agent, each Issuing Bank and the Swingline Lender in accordance with the procedures provided in Section 8.07, each of which Additional Commitment Lenders shall have entered into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 8.07, with the Borrower obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Commitment Lenders shall, effective on or before the Termination Date for such Non-Extending Lender, assume a Revolving Credit Commitment (and, if any such Additional Commitment Lender is already a Lender, its Revolving Credit Commitment shall be in addition to such Lender’s Revolving Credit Commitment hereunder on such date). The Agent may effect such amendments to this Agreement as are reasonably necessary to provide for any such extensions with the consent of the Borrower but without the consent of any other Lenders. (eb) If (and only if) the total of the Revolving Credit Commitments of the Lenders holding a Commitment that have agreed to extend their Termination Date and the additional Revolving Credit Commitments of the Additional Commitment Lenders is aggregate more than 50% of the aggregate amount of Aggregate Commitment on the Revolving Credit Commitments in effect immediately prior Consent Date shall have agreed to such extension, then the then existing Termination Date applicable to the applicable Extension Date, then, effective as of the applicable Extension Date, the Termination Date of each Extending Lender and of each Additional Commitment Lender Consenting Lenders shall be extended to the date that is one year after the Existing then existing Termination Date (except that, if such date is not a Business Day, such Termination Date as so extended Date. All Advances of each Non-Consenting Lender shall be subject to the next preceding Business Day) and each Additional Commitment Lender shall thereupon become a then existing Termination Date, without giving effect to such extension (such date, the “Lender” for all purposes Prior Termination Date”). In the event of this Agreement and shall be bound by the provisions of this Agreement as a Lender hereunder and shall have the obligations of a Lender hereunder. (f) Notwithstanding the foregoing, (x) no more than two (2) extensions an extension of the Termination Date shall be permitted hereunder and (y) any extension of any then existing Termination Date pursuant to this Section 2.21 shall not be effective with respect to any Extending Lender unless as of the applicable Extension Date and immediately after giving effect thereto: (i) there shall exist no Default; (ii) the representations and warranties made by 2.19, the Borrower contained herein shall be true and correct; and (iii) have the right, at its own expense, to solicit commitments from existing Lenders and/or Eligible Assignees reasonably acceptable to the Agent shall have received a certificate from and the Borrower signed by an Authorized Officer LC Issuing Bank to replace the Commitment of the Borrower (A) certifying the accuracy of the foregoing clauses (i) and (ii) and (B) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such extension. (g) On the Termination Date of each any Non-Extending Lender, Consenting Lenders for the remaining duration of this Agreement. Any Eligible Assignee (iif 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 Revolving Credit Agent and the Borrower. The Commitment of each Non-Extending Consenting Lender shall terminate on the Prior Termination Date, all Advances and other amounts payable hereunder to such Non-Consenting Lenders shall be subject to the Prior Termination Date and, to the extent such Non-Consenting Lender’s Commitment is not replaced as provided above, the Aggregate Commitment hereunder shall be reduced by the amount of the 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 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 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 terminate released from their respective participations and reimbursement obligations under Section 2.4 with respect to any LC Outstandings and (ii) the Borrower shall repay such participations and reimbursement obligations of each Lender (other than the Non-Extending Lender in accordance with Section 2.06 (and Consenting Lenders) shall pay be automatically adjusted to equal such Non-Extending Lender all of the other obligations owing to it under this Agreement) and after giving effect thereto shall prepay any Revolving Advances outstanding on such date (and pay any additional amounts required pursuant to Section 2.02) to the extent necessary to keep outstanding Revolving Advances ratable with any revised Ratable Share of the respective Lenders effective as Lender’s Percentage of such date, and the Agent shall administer any necessary reallocation of the outstanding Advances (without regard to any minimum borrowing, pro rata borrowing and/or pro rata payment requirements contained elsewhere in this Agreement)LC Outstandings. (h) This Section shall supersede any provisions in Section 2.02 or Section 8.01 to the contrary.

Extension of Termination Date. (ai) The Borrower may at any time from time to time At least 30 days but not more than ninety (90) days and not less than thirty (30) 60 days prior to each anniversary of the Effective Date (any such applicable anniversary of the Effective Date, by notice to the Agent (who shall promptly notify the Lenders) not later than 10 Business Days prior to the date on which the Lenders are requested to respond thereto (each such date, a “Lender Notice Extension Date”), Kraft Foods Group, by written notice to the Administrative Agent, may request that each Lender extend the 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 Lender shall then, in its sole discretion, notify Kraft Foods Group 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 date on which such extension occurs, an “Extension Date”) such Lender’s Termination Date Lender consenting to the date that is one year after the Termination Date then in effect for such Lender (the “Existing Termination Date”). (b) Each Lender, acting in its sole and individual discretion, shall, by notice to the Agent given not later than the applicable Lender Notice Date, advise the Agent whether or not such Lender agrees to such extension (each Lender that determines to so extend its Termination Dateextension, an “Extending Lender”). Each 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 determines does not agree to so extend its Termination Date such extension (any such Lender, a “Non-Extending Lender”) and (B) Kraft Foods Group may only request an extension of the Termination Date on 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 Kraft Foods Group and the Administrative Agent of such fact promptly after such determination (but in any event no later than 15 days prior to the Lender Notice Date), and Extension Date of the amount of the Commitments of the Non-Extending Lenders that it is willing to assume. (v) Kraft Foods Group shall be permitted to replace any Lender that does not so advise is a Non-Extending Lender with a replacement financial institution or other entity (each, a “New Lender”); provided that (A) the Agent New Lender shall purchase, at par, all Advances and other amounts owing to such replaced Lender on or before prior to the date of replacement, (B) the Borrower shall be liable to such replaced Lender Notice Date 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 Group 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 Group, 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 Commitments of the Non-Extending Lender. The election of any Lender to agree to such extension Lenders, Kraft Foods Group and the Administrative Agent shall not obligate any other Lender to so agree, and it is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by allocate the Borrower for extension Commitments of the Termination Non-Extending Lenders among them. (vii) If any financial institution or other entity becomes a New Lender or any Extending Lender’s Commitment is increased pursuant to 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. (cviii) The In connection herewith, the Administrative Agent shall promptly notify enter in the Borrower of each Lender’s determination under this Section. (d) The Borrower shall have the right, but shall not be obligated, on or before the applicable Termination Date for any Non-Extending Lender to replace such Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more financial institutions that are Eligible Assignees (each, an “Additional Commitment Lender”) approved by the Agent, each Issuing Bank and the Swingline Lender in accordance with the procedures provided in Section 8.07, each of which Additional Commitment Lenders shall have entered into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 8.07, with the Borrower obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Commitment Lenders shall, effective on or before the Termination Date for such Non-Extending Lender, assume a Revolving Credit Commitment (and, if any such Additional Commitment Lender is already a Lender, its Revolving Credit Commitment shall be in addition to such Lender’s Revolving Credit Commitment hereunder on such date). The Agent may effect such amendments to this Agreement as are reasonably necessary to provide for any such extensions with the consent of the Borrower but without the consent of any other Lenders. (e) If (and only if) the total of the Revolving Credit Commitments of the Lenders that have agreed to extend their Termination Date and the additional Revolving Credit Commitments of the Additional Commitment Lenders is more than 50% of the aggregate amount of the Revolving Credit Commitments in effect immediately prior to the applicable Extension Date, then, effective as of the applicable Extension Date, the Termination Date of each Extending Lender and of each Additional Commitment Lender shall be extended to the date that is one year after the Existing Termination Date (except that, if such date is not a Business Day, such Termination Date as so extended shall be the next preceding Business Day) and each Additional Commitment Lender shall thereupon become a “Lender” for all purposes of this Agreement and shall be bound by the provisions of this Agreement as a Lender hereunder and shall have the obligations of a Lender hereunder. (f) Notwithstanding the foregoing, (x) no more than two (2) extensions of the Termination Date shall be permitted hereunder and (y) any extension of any Termination Date pursuant to this Section 2.21 shall not be effective with respect to any Extending Lender unless as of the applicable Extension Date and immediately after giving effect thereto: (i) there shall exist no Default; (ii) the representations and warranties made by the Borrower contained herein shall be true and correct; and (iii) the Agent shall have received a certificate from the Borrower signed by an Authorized Officer of the Borrower Register (A) certifying the accuracy names of the foregoing clauses (i) and (ii) and any New Lenders, (B) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such extension. (g) On the Termination Date of each Non-Extending Lender, (i) the Revolving Credit Commitment of each Non-Extending Lender shall automatically terminate and (ii) the Borrower shall repay such Non-Extending Lender in accordance with Section 2.06 (and shall pay to such Non-Extending Lender all of the other obligations owing to it under this Agreement) and after giving effect thereto shall prepay any Revolving Advances outstanding on such date (and pay any additional amounts required pursuant to Section 2.02) to the extent necessary to keep outstanding Revolving Advances ratable with any revised Ratable Share of the respective allocations of any Extending Lenders and New Lenders effective as of such date, each Extension Date and (C) the Agent shall administer any necessary reallocation of the outstanding Advances (without regard Termination Date applicable to any minimum borrowing, pro rata borrowing and/or pro rata payment requirements contained elsewhere in this Agreement)each Lender. (h) This Section shall supersede any provisions in Section 2.02 or Section 8.01 to the contrary.

Extension of Termination Date. (a) The After the Restatement Effective Date, so long as no Event of Default has occurred and is continuing, the Borrower may at any time from time to time may, not more earlier than ninety (90) days and not less than thirty (30) 60 days prior to any anniversary of the Restatement Effective Date (the “Anniversary Date, by notice to the Agent (who shall promptly notify the Lenders”) but not later than 10 Business Days 30 days prior to such Anniversary Date (the date on which of delivery of any such notice being the Lenders are requested to respond thereto (each such date, a “Lender Borrower Extension Notice Date”), by delivering a written request to the Administrative Agent (such request being irrevocable), request that each Lender extend on such Anniversary Date (each such date on which such extension occursdate, an the “Extension Date”) such Lender’s Termination Date to the date that is for one year after the Termination Date then in effect for such Lender hereunder (the “Existing Termination Date”). The Administrative Agent shall, upon its receipt of such request, promptly notify each Lender thereof, and request that each Lender promptly advise the Administrative Agent of its approval or rejection of such request. The Borrower may exercise its right to request an extension of the Termination Date under this Section 2.18 on no more than two occasions during the term of this Agreement, and in no event more frequently than once during any twelve-month period. (b) Each LenderUpon receipt of such notification from the Administrative Agent, each Lender acting in its sole and individual discretion, shall, by notice to the Administrative Agent given not later than 20 days prior to the applicable Anniversary Date (such later date, the “Lender Extension Notice Date”), advise notify the Administrative Agent in writing whether or not such Lender agrees to such extension (each Lender that determines to so extend its Existing Termination Date, an “Extending Lender”). Each Lender that determines not to so extend its Existing Termination Date (a “Non-Extending Lender”) shall notify the Agent of such fact promptly after such determination (but in any event no later than the Lender Notice Date), and any Lender that does not so advise the Agent on or before the Lender Notice Date 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 so agree, and it is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for extension of the Termination Date. (c) The Agent shall promptly notify the Borrower of each Lender’s determination under this Section. (d) The Borrower shall have the right, but shall not be obligated, on or before the applicable Termination Date for any Non-Extending Lender to replace such Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more financial institutions that are Eligible Assignees (each, an “Additional Commitment Lender”) approved by the Agent, each Issuing Bank and the Swingline Lender in accordance with the procedures provided in Section 8.07, each of which Additional Commitment Lenders shall have entered into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 8.07, with the Borrower obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Commitment Lenders shall, effective on or before the Termination Date for such Non-Extending Lender, assume a Revolving Credit Commitment (and, if any such Additional Commitment Lender is already a Lender, its Revolving Credit Commitment shall be in addition to such Lender’s Revolving Credit Commitment hereunder on such date). The Agent may effect such amendments to this Agreement as are reasonably necessary to provide for any such extensions with the consent of the Borrower but without the consent of any other Lenders. (e) If (and only if) the total of the Revolving Credit Commitments of the Lenders that have agreed to extend their Termination Date and the additional Revolving Credit Commitments of the Additional Commitment Lenders is more than 50% of the aggregate amount of the Revolving Credit Commitments in effect immediately prior to the applicable Extension Date, then, effective as of the applicable Extension Date, the Termination Date of each Extending Lender and of each Additional Commitment Lender shall be extended to the date that is one year after the Existing Termination Date (except that, if such date is not a Business Day, such Termination Date as so extended shall be the next preceding Business Day) and each Additional Commitment Lender shall thereupon become a “Lender” for all purposes of this Agreement and shall be bound by the provisions of this Agreement as a Lender hereunder and shall have the obligations of a Lender hereunder. (f) Notwithstanding the foregoing, (x) no more than two (2) extensions of the Termination Date shall be permitted hereunder and (y) any extension of any Termination Date pursuant to this Section 2.21 shall not be effective with respect to any Extending Lender unless as of the applicable Extension Date and immediately after giving effect thereto: (i) there shall exist no Default; (ii) the representations and warranties made by the Borrower contained herein shall be true and correct; and (iii) the Agent shall have received a certificate from the Borrower signed by an Authorized Officer of the Borrower (A) certifying the accuracy of the foregoing clauses (i) and (ii) and (B) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such extension. (g) On the Termination Date of each Non-Extending Lender, (i) the Revolving Credit Commitment of each Non-Extending Lender shall automatically terminate and (ii) the Borrower shall repay such Non-Extending Lender in accordance with Section 2.06 (and shall pay to such Non-Extending Lender all of the other obligations owing to it under this Agreement) and after giving effect thereto shall prepay any Revolving Advances outstanding on such date (and pay any additional amounts required pursuant to Section 2.02) to the extent necessary to keep outstanding Revolving Advances ratable with any revised Ratable Share of the respective Lenders effective as of such date, and the Agent shall administer any necessary reallocation of the outstanding Advances (without regard to any minimum borrowing, pro rata borrowing and/or pro rata payment requirements contained elsewhere in this Agreement). (h) This Section shall supersede any provisions in Section 2.02 or Section 8.01 to the contrary.

Extension of Termination Date. (a) The Borrower may at any time from time after the end of the Availability Period, provided that the aggregate value of all Outstandings is no more than EUR420,000,000, by written notice (the “Renewal Request”) request that the Termination Date be extended to time not more the Extended Termination Date in accordance with a new proposed repayment schedule (“the New Repayment Schedule”) replacing the table set out in paragraph (b) of Clause 6.1 (Repayment of the Loans) (the “Extension”), provided such Renewal Request is received by the Facility Agent no earlier than one hundred and twenty (120) days and no later than ninety (90) days and not less than thirty (30) days prior to any anniversary of the Effective Date, by notice to the Agent (who shall promptly notify the Lenders) not later than 10 Business Days prior to the date on which the Lenders are requested Borrower wants the Extension to respond thereto (each such date, a “Lender Notice Date”), request that each Lender extend (each such date on which such extension occurs, an “Extension Date”) such Lender’s Termination Date to the date that is one year after the Termination Date then in take effect for such Lender (the “Existing Termination Effective Date”). (b) The Facility Agent shall promptly notify each Lender and the Federal/State Guarantors of its receipt of a Renewal Request. Each LenderLender shall have the right, acting in its sole and individual absolute discretion, shall, by notice to accept or decline any Renewal Request and the Federal/State Guarantors shall have the right to veto the Extension. A Lender and the Federal/State Guarantors which agree(s) to the Extension as requested by a Renewal Request shall notify the Facility Agent given not later than of its agreement within sixty (60) days after the applicable Lender Notice date on which the Facility Agent has notified the Lenders and the Federal/State Guarantors (the “Renewal Decision Date, advise the Agent whether or not such Lender agrees to such extension (each Lender that determines to so extend its Termination Date, an “Extending Lender”). Each If a Lender that determines or the Federal/State Guarantors do not to so extend its Termination Date (a “Non-Extending Lender”) shall notify the Agent of such fact promptly after such determination (but in any event no later than the Lender Notice Date)Facility Agent, and any Lender that does not so advise the Agent on or before the Lender Notice Date shall it/they will 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 so agree, and it is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by declined or vetoed the Borrower for extension of the Termination DateExtension. (c) The Agent shall promptly notify If all the Lenders, together with the Federal/State Guarantors, agree to the Extension, then: (i) on the Effective Date, the date for the repayment of the participations in the Loans of the Lenders as at the Termination Date will be extended to the Extended Termination Date in accordance with the New Repayment Schedule; and (ii) the Borrower of shall, on the first (1st) Business Day after the Effective Date, pay to the Facility Agent for each Lender’s determination under this SectionLender an extension fee in an amount which shall have been agreed amongst the Borrower and the Lenders prior to the Renewal Decision Date. (d) The If any Lender or the Federal/State Guarantors decline to agree to or vetoes the Extension, the Borrower shall have the right, but shall not be obligatedshall, on or before the applicable Termination Date for any Non-Extending Lender to replace such Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more financial institutions that are Eligible Assignees (each, an “Additional Commitment Lender”) approved by the Agent, each Issuing Bank and the Swingline Lender in accordance with the procedures provided in Section 8.07, each of which Additional Commitment Lenders shall have entered into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 8.07, with the Borrower obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Commitment Lenders shall, effective on or before the Termination Date for such Non-Extending LenderDate, assume a Revolving Credit Commitment (and, if any such Additional Commitment Lender is already a Lender, its Revolving Credit Commitment shall be repay in addition to such Lender’s Revolving Credit Commitment hereunder on such date). The Agent may effect such amendments to this Agreement as are reasonably necessary to provide for any such extensions with full the consent of the Borrower but without the consent of any other LendersLoans. (e) If (A Renewal Request is irrevocable and only if) the total of the Revolving Credit Commitments of the Lenders that have agreed to extend their Termination Date and the additional Revolving Credit Commitments of the Additional Commitment Lenders is more than 50% of the aggregate amount of the Revolving Credit Commitments in effect immediately prior to the applicable Extension Date, then, effective as of the applicable Extension Date, the Termination Date of each Extending Lender and of each Additional Commitment Lender shall be extended to the date that is one year after the Existing Termination Date (except that, if such date is not a Business Day, such Termination Date as so extended shall be the next preceding Business Day) and each Additional Commitment Lender shall thereupon become a “Lender” for all purposes of this Agreement and shall be bound by the provisions of this Agreement as a Lender hereunder and shall have the obligations of a Lender hereunder. (f) Notwithstanding the foregoing, (x) no more than two (2) extensions of the Termination Date shall be permitted hereunder and (y) any extension of any Termination Date pursuant to this Section 2.21 shall may not be effective with respect to any Extending Lender unless as of the applicable Extension Date and immediately after giving effect thereto: (i) there shall exist no Default; (ii) the representations and warranties made by the Borrower contained herein shall be true and correct; and (iii) the Agent shall have received a certificate from the Borrower signed by an Authorized Officer of the Borrower (A) certifying the accuracy of the foregoing clauses (i) and (ii) and (B) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such extensionwithdrawn. (g) On the Termination Date of each Non-Extending Lender, (i) the Revolving Credit Commitment of each Non-Extending Lender shall automatically terminate and (ii) the Borrower shall repay such Non-Extending Lender in accordance with Section 2.06 (and shall pay to such Non-Extending Lender all of the other obligations owing to it under this Agreement) and after giving effect thereto shall prepay any Revolving Advances outstanding on such date (and pay any additional amounts required pursuant to Section 2.02) to the extent necessary to keep outstanding Revolving Advances ratable with any revised Ratable Share of the respective Lenders effective as of such date, and the Agent shall administer any necessary reallocation of the outstanding Advances (without regard to any minimum borrowing, pro rata borrowing and/or pro rata payment requirements contained elsewhere in this Agreement). (h) This Section shall supersede any provisions in Section 2.02 or Section 8.01 to the contrary.

Extension of Termination Date. (a) The Borrower may at any time from time to time not more than ninety (90) days and not less than thirty (30) days prior to any anniversary of the Effective Datemay, by notice to the Agent (who which shall promptly notify deliver a copy to each of the LendersBanks) not later less than 10 Business Days 30 days and not more than 45 days prior to the date on which the Lenders are requested to respond thereto (each such date, a “Lender Notice Date”), request that each Lender extend (each such date on which such extension occurs, an “Extension Date”) such Lender’s Termination Date to the date that is one year after the Termination Date then in effect for such Lender hereunder (the “Existing Termination Date”). (b) , request that the Banks extend the Termination Date for an additional 364 days from the Existing Termination Date. Each LenderBank, acting in its sole and individual discretion, shall, by notice to the Borrower and the 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 later than a Domestic Business Day, then such notice shall be given on the applicable Lender Notice next succeeding Domestic Business Day) (the “Consent Date”), advise the Agent Borrower whether or not such Lender Bank agrees to such extension (extension; provided that each Lender that determines to so extend its Termination Date, an “Extending Lender”). Each Lender Bank that determines not to so extend its the Termination Date (a “Non-Extending LenderBank”) shall notify the Agent (who shall notify the Borrower) of such fact promptly after such determination (but in any event no later than the Lender Notice Consent Date), ) and any Lender Bank that does not so advise the Agent Borrower on or before the Lender Notice Consent Date shall be deemed to be a Non-Extending LenderBank. The election of any Lender Bank to agree to such an extension of the Termination Date shall not obligate any other Lender to so agree, and it is understood and agreed that no Lender shall have any obligation whatsoever Bank to agree to any request made by the Borrower for extension of the Termination Datesuch extension. (c) The Agent shall promptly notify the Borrower of each Lender’s determination under this Section. (db) The Borrower shall have the right, but shall not be obligated, right on or before the applicable Existing Termination Date for any to replace each Non-Extending Lender to replace such Non-Extending Lender Bank with, and otherwise add as “Lenders” under to this Agreement in place thereofAgreement, one or more financial institutions that are Eligible Assignees other commercial banks, which may include any Bank (each, prior to the Existing Termination Date, an “Additional Commitment LenderBank”) approved by the Agent, each Issuing Bank and the Swingline Lender in accordance with the procedures provided in Section 8.07, each approval of the Agent (which approval shall not be unreasonably delayed or withheld). Each Additional Commitment Lenders Bank shall have entered enter into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 8.07, with the Borrower obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, Acceptance pursuant to which such Additional Commitment Lenders Bank shall, effective on or before as of the Existing Termination Date for such Non-Extending LenderDate, assume undertake a Revolving Credit Commitment (and, if an “Additional Commitment”). If any such Additional Commitment Lender Bank is already a LenderBank, its Revolving Credit Additional Commitment shall be in addition to such LenderBank’s Revolving Credit Commitment hereunder on such date). The Agent may effect such amendments to this Agreement as are reasonably necessary to provide for any such extensions with the consent of the Borrower but without the consent of any other Lenders. (ec) If (and only if) Banks with Commitment Amounts that, in the total aggregate, together with the proposed Commitment Amounts of the Revolving Credit Commitments Additional Commitment Banks that will become effective on the Existing Termination Date, aggregate at least 51% of the Lenders that aggregate Commitment Amounts (not including the proposed Commitment Amounts of the Additional Commitment Banks) on the Consent Date shall have agreed to extend their the Existing Termination Date and the additional Revolving Credit Commitments of the Additional Commitment Lenders is more than 50% of the aggregate amount of the Revolving Credit Commitments in effect immediately prior to the applicable Extension Date, then, effective as of the applicable Extension Existing Termination Date, the Existing Termination Date of each Extending Lender and of each Additional Commitment Lender shall be extended to the date that which is one year 364 days after the Existing Termination Date (except thatprovided, if such date is not a Domestic Business Day, then such Termination Date as so extended shall be the next preceding Domestic Business Day) and each Additional Commitment Lender Bank shall thereupon become a “LenderBank” with a Commitment for all purposes of this Agreement and shall be bound by the provisions of this Agreement as a Lender hereunder and shall have the obligations of a Lender hereunderAgreement. (fd) Notwithstanding the foregoing, (x) no more than two (2) extensions the extension of the Existing Termination Date shall be permitted hereunder and (y) any extension of any Termination Date pursuant to this Section 2.21 shall not be effective with respect to any Extending Lender unless as of the applicable Extension Date and immediately after giving effect theretoBank unless: (i) there no Default or Event of Default shall exist no Defaulthave occurred and be continuing on the date of the notice requesting such extension, the Consent Date or the Existing Termination Date; (ii) each of the representations and warranties made by of the Borrower contained herein in Article IV hereof shall be true and correctcorrect 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 (iii) the Agent shall have received a certificate from the Borrower signed by an Authorized Officer of the Borrower (A) certifying the accuracy of the foregoing clauses (i) and (ii) and (B) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such extension. (g) On the Termination Date of each Non-Extending LenderBank shall have been paid in full by the Borrower all amounts owing to such Bank hereunder on or before the Existing Termination Date. (e) If the Existing Termination Date is extended as provided in this Section 2.09, (ia) the Revolving Credit Commitment of each Non-Extending Lender Bank shall automatically terminate on the Existing Termination Date and (iib) from and after the Borrower Existing Termination Date, the aggregate Commitment Amounts of the Banks shall repay such not include the Commitment Amounts of the Non-Extending Lender in accordance with Section 2.06 (and shall pay to such Non-Extending Lender all of the other obligations owing to it under this Agreement) and after giving effect thereto shall prepay any Revolving Advances outstanding on such date (and pay any additional amounts required pursuant to Section 2.02) to the extent necessary to keep outstanding Revolving Advances ratable with any revised Ratable Share of the respective Lenders effective as of such date, and the Agent shall administer any necessary reallocation of the outstanding Advances (without regard to any minimum borrowing, pro rata borrowing and/or pro rata payment requirements contained elsewhere in this Agreement)Banks. (h) This Section shall supersede any provisions in Section 2.02 or Section 8.01 to the contrary.

Extension of Termination Date. (a) The Borrower may at any time from time to time not more than ninety (90) days and not less than thirty (30) days prior to any anniversary of the Effective Datemay, by written notice to the Agent (who which shall promptly notify deliver a copy of such notice to each of the LendersBanks) not later less than 10 Business Days 30 days and not more than 45 days prior to the date on which the Lenders are requested to respond thereto (each such date, a “Lender Notice Date”), request that each Lender extend (each such date on which such extension occurs, an “Extension Date”) such Lender’s Termination Date to the date that is one year after the Termination Date then in effect for such Lender hereunder (the “Existing Termination Date”). , request that the Banks extend the Termination Date for an additional 364 days from the Consent Date (b) as defined below). Each LenderBank, acting in its sole and individual discretion, shall, by written notice to the Borrower and the 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 later than a Domestic Business Day, then such notice shall be given on the applicable Lender Notice next succeeding Domestic Business Day) (the “Consent Date”), advise the Agent Borrower whether or not such Lender Bank agrees to such extension (extension; provided that each Lender that determines to so extend its Termination Date, an “Extending Lender”). Each Lender Bank that determines not to so extend its the Termination Date (a “Non-Extending LenderBank”) shall notify the Agent (who shall notify the Borrower) of such fact promptly after such determination (but in any event no later than the Lender Notice Consent Date), ) and any Lender Bank that does not so advise the Agent Borrower on or before the Lender Notice Consent Date shall be deemed to be a Non-Extending LenderBank. The election of any Lender Bank to agree to such an extension of the Termination Date shall not obligate any other Lender to so agree, and it is understood and agreed that no Lender shall have any obligation whatsoever Bank to agree to any request made by the Borrower for extension of the Termination Datesuch extension. (c) The Agent shall promptly notify the Borrower of each Lender’s determination under this Section. (db) The Borrower shall have the right, but shall not be obligated, right on or before the applicable Existing Termination Date for any to replace each Non-Extending Lender to replace such Non-Extending Lender Bank with, and otherwise add as “Lenders” under to this Agreement in place thereofAgreement, one or more financial institutions that are Eligible Assignees other commercial banks, which may include any Bank (each, prior to the Existing Termination Date, an “Additional Commitment LenderBank”) approved by the Agent, each Issuing Bank and the Swingline Lender in accordance with the procedures provided in Section 8.07, each approval of the Agent (which approval shall not be unreasonably delayed or withheld). Each Additional Commitment Lenders Bank shall have entered enter into an Assignment and Assumption (Acceptance in accordance with and subject to substantially the restrictions contained in Section 8.07, with the Borrower obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, form of Exhibit D attached hereto pursuant to which such Additional Commitment Lenders Bank shall, effective on or before as of the Existing Termination Date for such Non-Extending LenderDate, assume undertake a Revolving Credit Commitment (and, if an “Additional Commitment”). If any such Additional Commitment Lender Bank is already a LenderBank, its Revolving Credit Additional Commitment shall be in addition to such LenderBank’s Revolving Credit Commitment hereunder on such date). The Agent may effect such amendments to this Agreement as are reasonably necessary to provide for any such extensions with the consent of the Borrower but without the consent of any other Lenders. (ec) If (and only if) Banks with Commitment Amounts that, in the total aggregate, together with the proposed Commitment Amounts of the Revolving Credit Commitments Additional Commitment Banks that will become effective on the Existing Termination Date, aggregate at least 51% of the Lenders that Aggregate Commitment Amount (not including the proposed Commitment Amounts of the Additional Commitment Banks) on the Consent Date shall have agreed to extend their the Existing Termination Date and the additional Revolving Credit Commitments of the Additional Commitment Lenders is more than 50% of the aggregate amount of the Revolving Credit Commitments in effect immediately prior to the applicable Extension Date, then, effective as of the applicable Extension Existing Termination Date, the Existing Termination Date of each Extending Lender and of each Additional Commitment Lender shall be extended to the date that which is one year 364 days after the Existing Termination Consent Date (except thatprovided, if such date is not a Domestic Business Day, then such Termination Date as so extended shall be the next preceding Domestic Business Day) and each Additional Commitment Lender Bank shall thereupon become a “LenderBank” with a Commitment for all purposes of this Agreement and shall be bound by the provisions of this Agreement as a Lender hereunder and shall have the obligations of a Lender hereunderAgreement. (fd) Notwithstanding the foregoing, (x) no more than two (2) extensions the extension of the Existing Termination Date shall be permitted hereunder and (y) any extension of any Termination Date pursuant to this Section 2.21 shall not be effective with respect to any Extending Lender unless as of the applicable Extension Date and immediately after giving effect theretoBank unless: (i) there no Default or Event of Default shall exist no Defaulthave occurred and be continuing on the date of the notice requesting such extension, the Consent Date or the Existing Termination Date; (ii) each of the representations and warranties made by of the Borrower contained herein in Article IV hereof shall be true and correctcorrect 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 (iii) the Agent shall have received a certificate from the Borrower signed by an Authorized Officer of the Borrower (A) certifying the accuracy of the foregoing clauses (i) and (ii) and (B) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such extension. (g) On the Termination Date of each Non-Extending LenderBank 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, (ia) the Revolving Credit Commitment of each Non-Extending Lender Bank shall automatically terminate on the Existing Termination Date and (iib) from and after the Borrower Existing Termination Date, the Aggregate Commitment Amount shall repay such not include the Commitment Amounts of the Non-Extending Lender in accordance with Section 2.06 (and shall pay to such Non-Extending Lender all of the other obligations owing to it under this Agreement) and after giving effect thereto shall prepay any Revolving Advances outstanding on such date (and pay any additional amounts required pursuant to Section 2.02) to the extent necessary to keep outstanding Revolving Advances ratable with any revised Ratable Share of the respective Lenders effective as of such date, and the Agent shall administer any necessary reallocation of the outstanding Advances (without regard to any minimum borrowing, pro rata borrowing and/or pro rata payment requirements contained elsewhere in this Agreement)Banks. (h) This Section shall supersede any provisions in Section 2.02 or Section 8.01 to the contrary.

Extension of Termination Date. (a) The Borrower may at any time from time to time not more than ninety (90) days and not less than thirty (30) days prior to any anniversary of the Effective DateBorrowers may, by notice to the Administrative Agent (who which shall promptly notify deliver a copy to the LendersOperations Agent and each of the Banks) not later less than 10 Business Days 45 days and not more than 60 days prior to the date on which the Lenders are requested to respond thereto (each such date, a “Lender Notice Date”), request that each Lender extend (each such date on which such extension occurs, an “Extension Date”) such Lender’s Termination Date to the date that is one year after the Termination Date then in effect for such Lender hereunder (the “"Existing Termination Date”"). , request that the Banks extend the Termination Date for an additional 364 days from the Consent Date (b) as defined below). Each LenderBank, acting in its sole and individual discretion, shall, by notice to the Borrowers and the Administrative Agent (who shall notify the Operations 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 later than a Business Day, then such notice shall be given on the applicable Lender Notice next succeeding Business Day) (the "Consent Date"), advise the Agent Borrowers whether or not such Lender Bank agrees to such extension (extension; provided that each Lender that determines to so extend its Termination Date, an “Extending Lender”). Each Lender Bank that determines not to so extend its the Termination Date (a “"Non-Extending Lender”Bank") shall notify the Administrative Agent (who shall notify the Operations Agent and the Borrowers) of such fact promptly after such determination (but in any event no later than the Lender Notice Consent Date), ) and any Lender Bank that does not so advise the Agent Borrowers on or before the Lender Notice Consent Date shall be deemed to be a Non-Extending LenderBank. The election of any Lender Bank to agree to such extension shall not obligate any other Lender to so agree, and it is understood and agreed that no Lender shall have any obligation whatsoever Bank to agree to any request made by the Borrower for extension of the Termination Datesuch extension. (cb) The Agent shall promptly notify the Borrower of each Lender’s determination under this Section. (d) The Borrower Borrowers shall have the right, but shall not be obligated, right on or before the applicable Existing Termination Date for any to replace each Non-Extending Lender to replace such Non-Extending Lender Bank with, and otherwise add as “Lenders” under to this Agreement in place thereofAgreement, one or more financial institutions that are Eligible Assignees other commercial banks, which may include any Bank (each, prior to the Existing Termination Date, an “"Additional Commitment Lender”Bank") approved by the Agent, each Issuing Bank and the Swingline Lender in accordance with the procedures provided in Section 8.07, each approval of the Agents (which approval shall not be unreasonably delayed or withheld). Each Additional Commitment Lenders Bank shall have entered enter into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 8.07, with the Borrower obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, Acceptance pursuant to which such Additional Commitment Lenders Bank shall, effective on or before as of the Existing Termination Date for such Non-Extending LenderDate, assume undertake a Revolving Credit Commitment (and, an "Additional Commitment") (if any such Additional Commitment Lender Bank is already a LenderBank, its Revolving Credit Additional Commitment shall be in addition to such Lender’s Revolving Credit Bank's Commitment hereunder on such date). The Agent may effect such amendments to this Agreement as are reasonably necessary to provide for any such extensions with the consent of the Borrower but without the consent of any other Lenders. (ec) If (and only if) Banks with Commitment Amounts that, in the total aggregate, together with the proposed Commitment Amounts of the Revolving Credit Commitments Additional Commitment Banks that will become effective on the Existing Termination Date, aggregate at least 75% of the Lenders that aggregate Commitment Amounts on the Consent Date shall have agreed to extend their the Existing Termination Date and the additional Revolving Credit Commitments of the Additional Commitment Lenders is more than 50% of the aggregate amount of the Revolving Credit Commitments in effect immediately prior to the applicable Extension Date, then, effective as of the applicable Extension Existing Termination Date, (i) the Existing Termination Date of each Extending Lender and of each Additional Commitment Lender shall be extended to the date that which is one year 364 days after the Existing Termination Consent Date (except thatprovided, if such date is not a Business Day, then such Termination Date as so extended shall be the next preceding Business Day), (ii) the aggregate Commitment Amounts shall equal the sum of the Commitments of the Banks (other than the non-extending Banks) and each the Additional Commitment Lender Banks and each (iii) Additional Commitment Bank shall thereupon become a “Lender” "Bank" with a Commitment for all purposes of this Agreement and shall be bound by the provisions of this Agreement as a Lender hereunder and shall have the obligations of a Lender hereunderAgreement. (f) Notwithstanding the foregoing, (x) no more than two (2) extensions of the Termination Date shall be permitted hereunder and (y) any extension of any Termination Date pursuant to this Section 2.21 shall not be effective with respect to any Extending Lender unless as of the applicable Extension Date and immediately after giving effect thereto: (i) there shall exist no Default; (ii) the representations and warranties made by the Borrower contained herein shall be true and correct; and (iii) the Agent shall have received a certificate from the Borrower signed by an Authorized Officer of the Borrower (A) certifying the accuracy of the foregoing clauses (i) and (ii) and (B) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such extension. (g) On the Termination Date of each Non-Extending Lender, (i) the Revolving Credit Commitment of each Non-Extending Lender shall automatically terminate and (ii) the Borrower shall repay such Non-Extending Lender in accordance with Section 2.06 (and shall pay to such Non-Extending Lender all of the other obligations owing to it under this Agreement) and after giving effect thereto shall prepay any Revolving Advances outstanding on such date (and pay any additional amounts required pursuant to Section 2.02) to the extent necessary to keep outstanding Revolving Advances ratable with any revised Ratable Share of the respective Lenders effective as of such date, and the Agent shall administer any necessary reallocation of the outstanding Advances (without regard to any minimum borrowing, pro rata borrowing and/or pro rata payment requirements contained elsewhere in this Agreement). (h) This Section shall supersede any provisions in Section 2.02 or Section 8.01 to the contrary.

Extension of Termination Date. (a) The Borrower may IBM may, by written request (an “Extension Request”) to the Administrative Agent, substantially in the form of Exhibit J, delivered at any time from time to time not more than ninety (90) days and not less than thirty (30) days prior to any during the 60-day period preceding each anniversary of the Effective Date, by notice to the Agent (who shall promptly notify the Lenders) not later than 10 Business Days prior to the date on which request that the Lenders are requested to respond thereto (each such date, a “Lender Notice Date”), request that each Lender extend (each such date on which such extension occurs, an “Extension Date”) such Lender’s Termination Date to the date that is one year after the Termination Date then in effect for such Lender (by one year, provided, that, in the “Existing Termination case of each Extension Request other than the first Extension Request made hereunder, an Extension Request shall have been made and approved in accordance with this Section 2.21 prior to each previous anniversary of the Effective Date”). (b) Each 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, acting in its sole and individual discretion, shall, (i) to extend the Termination Date by notice one year (provided that the Termination Date shall be so extended only to the Agent given not later than the applicable Lender Notice Date, advise the Agent whether extent expressly provided in paragraph (c) below) or not such Lender agrees to such extension (each Lender that determines to so extend its Termination Date, an “Extending Lender”). Each Lender that determines ii) not to so extend its the Termination Date by one year (any Lender not electing to extend, a “Non-Extending Lender”) shall ). Any Lender that fails to notify the Administrative Agent in writing of such fact promptly after such determination (but in any event no later than its election by the Lender Notice Date), and any Lender that does not so advise the Agent on or before the Lender Notice Date Extension Request Deadline 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 so agree, and it is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for extension of the Termination Date. (c) The Agent shall promptly notify If Lenders whose Revolving Credit Commitments aggregate at least 51% of the Borrower Revolving Credit Commitments of each Lender’s determination under this Section. (d) The Borrower shall have all Lenders agree to extend the right, but shall not be obligated, on or before the applicable Termination Date for by one year, then the Termination Date shall automatically be so extended, provided that any Lender that became a Non-Extending Lender pursuant to replace any previous Extension Request shall be 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 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 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 with, and add as “Lenders” under this Agreement in place thereof, one or more financial institutions that are Eligible Assignees (each, an “Additional Commitment Lender”) approved repay the then outstanding US$ Loans made by the Agent, each Issuing Bank and the Swingline Lender in accordance with the procedures provided in Section 8.07, each of which Additional Commitment Lenders shall have entered into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 8.07, with the Borrower obligated to pay any applicable processing or recordation fee) with 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 which such Additional Commitment Lenders shallSection 2.19, effective and (iii) on or before the Existing Termination Date for either (A) terminate the Commitments of such Non-Extending Lender under any Local Currency Facility and repay the then outstanding Local Currency Loans made by such Non-Extending Lender, assume a Revolving Credit Commitment (andtogether with accrued but unpaid interest, if any such Additional Commitment Lender is already a Lender, its Revolving Credit Commitment shall be in addition to such Lender’s Revolving Credit Commitment hereunder on such date). The Agent may effect such amendments to this Agreement as are reasonably necessary to provide for any such extensions with the consent of the Borrower but without the consent of any facility fees and all other Lenders. (e) If (amounts then due and only if) the total of the Revolving Credit Commitments of the Lenders that have agreed to extend their Termination Date and the additional Revolving Credit Commitments of the Additional Commitment Lenders is more than 50% of the aggregate amount of the Revolving Credit Commitments in effect immediately prior to the applicable Extension Date, then, effective as of the applicable Extension Date, the Termination Date of each Extending Lender and of each Additional Commitment Lender shall be extended to the date that is one year after the Existing Termination Date (except that, if such date is not a Business Day, such Termination Date as so extended shall be the next preceding Business Day) and each Additional Commitment Lender shall thereupon become a “Lender” for all purposes of this Agreement and shall be bound by the provisions of this Agreement as a Lender hereunder and shall have the obligations of a Lender hereunder. (f) Notwithstanding the foregoing, (x) no more than two (2) extensions of the Termination Date shall be permitted hereunder and (y) any extension of any Termination Date pursuant to this Section 2.21 shall not be effective with respect to any Extending Lender unless as of the applicable Extension Date and immediately after giving effect thereto: (i) there shall exist no Default; (ii) the representations and warranties made by the Borrower contained herein shall be true and correct; and (iii) the Agent shall have received a certificate from the Borrower signed by an Authorized Officer of the Borrower (A) certifying the accuracy of the foregoing clauses (i) and (ii) and (B) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such extension. (g) On the Termination Date of each Non-Extending Lender, (i) the Revolving Credit Commitment of each Non-Extending Lender shall automatically terminate and (ii) the Borrower shall repay such Non-Extending Lender in accordance with Section 2.06 (and shall pay payable to such Non-Extending Lender all of the other obligations owing to it under this Agreement) and after giving effect thereto shall prepay any Revolving Advances outstanding on such date Local Currency Facility or (and pay any additional amounts required pursuant to Section 2.02B) to the extent necessary to keep outstanding Revolving Advances ratable with any revised Ratable Share of the respective Lenders effective as option described in clause (A) above is not exercised, obtain the written agreement of such date, Non-Extending Lender that the loans and other obligations outstanding under each relevant Local Currency Facility shall on the Agent shall administer any necessary reallocation Existing Termination Date automatically cease to be subject to the terms of this Agreement (including the outstanding Advances (without regard to any minimum borrowing, pro rata borrowing and/or pro rata payment requirements guarantee of IBM contained elsewhere in this Agreement). (h) This Section shall supersede any provisions in Section 2.02 or Section 8.01 to the contrary.10); or

Extension of Termination Date. (a) The Borrower may at any time from time to time At least 45 days but not more than ninety (90) 90 days and not less than thirty (30) days prior to any anniversary of the Effective Date, by notice to the Agent (who shall promptly notify the Lenders) not later than 10 Business Days prior to the date on which the Lenders are requested to respond thereto (each such date, a “Lender Notice Date”), request that each Lender extend (each such date on which such extension occurs, an “Extension Date”) such Lender’s Termination Date to the date that is one year after prior to the Revolving Facility Termination Date then in effect for (such Lender (date, the “Existing Termination Extension Request Date”). , the Borrower, by written notice to the Administrative Agent, may request an extension of the Revolving Facility Termination Date in effect at such time by one year from its then scheduled expiration. The Administrative Agent shall promptly (b) Each Lenderand in any case, acting within 5 Business Days of its receipt of such notice), notify each Lender of such request, and each Lender shall in turn, in its sole and individual discretion, shall, by notice at least 30 days prior to the Agent given not later than the applicable Lender Notice Extension Request Date, advise notify the Borrower and the Administrative Agent in writing as to whether or not such Lender agrees will consent to such extension. If any Lender shall fail to notify the Administrative Agent and the Borrower in writing of its consent to any such request for extension (each Lender that determines of the Revolving Facility Termination Date at least 20 days prior to so extend its the Revolving Facility Termination Date, an “Extending Lender”). Each such Lender that determines not to so extend its Termination Date (a “Non-Extending Lender”) shall notify the Agent of such fact promptly after such determination (but in any event no later than the Lender Notice Date), and any Lender that does not so advise the Agent on or before the Lender Notice Date shall be deemed to be a Non-Extending Lender. The election of any Consenting Lender to agree with respect to such extension request. The Administrative Agent shall notify the Borrower not later than 15 days prior to the Extension Request Date of the decision of the Lenders regarding the Borrower’s request for an extension of the Revolving Facility 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 Revolving Facility Termination Date in effect at such time shall, effective as at the Extension Request Date (the “Extension Date”), be extended for one year; provided that on each Extension Date the applicable conditions set forth in Section 4.02 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 2.16, the Revolving Facility Termination Date in effect at such time shall, effective as at the applicable Extension Date and subject to subsection (d) of this Section 2.16, be extended as to those Lenders that so consented (each a “Consenting Lender”) but shall not obligate be extended as to any other Lender (each a “Non-Consenting Lender”). To the extent that the Revolving Facility Termination Date is not extended as to so agreeany 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 Revolving Facility 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 3.01, 11.01 or 11.02, and it its obligations under Section 9.09, shall survive the Revolving Facility 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 Revolving Facility Termination Date. (c) The If less than all of the Lenders consent to any such request pursuant to subsection (a) of this Section 2.16, the Administrative Agent shall promptly so notify the Borrower of Consenting Lenders, and each Lender’s determination under this Section. (d) The Borrower shall have Consenting Lender may, in its sole discretion, give written notice to the right, but shall Administrative Agent not be obligated, on or before later than 10 days prior to the applicable Revolving Facility Termination Date for any of the amount of the Non-Extending Lender Consenting Lenders’ Commitments for which it is willing to replace such accept an assignment. If the Consenting Lenders 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 Lender withConsenting 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 add as “the Administrative Agent. If after giving effect to the assignments of Commitments described above there remains any Commitments of Non-Consenting Lenders” under this Agreement in place thereof, the Borrower may arrange for one or more financial institutions that are Consenting Lenders or other Eligible Assignees (each, an “Additional Commitment Assuming Lender”) approved by to assume, effective as of the AgentExtension Date, each Issuing Bank any Non-Consenting Lender’s Commitment and all of the Swingline Lender in accordance with the procedures provided in Section 8.07, each obligations of which Additional Commitment Lenders shall have entered into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 8.07, with the Borrower obligated to pay any applicable processing or recordation fee) with such Non-Extending 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 Revolving Credit Exposure, if any, of such Non-Consenting Lender plus (B) any accrued but unpaid 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 11.06(c)(i)(D) for such assignment shall have been paid; provided further that such Non-Consenting Lender’s rights under Sections 3.01, 11.01 or 11.02, and its obligations under Section 9.09, 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 as to the increase in the amount of its Commitment and (C) each Non-Consenting Lender being replaced pursuant to which this Section 2.16 shall have delivered to the Administrative Agent any Note or Notes held by such Additional Commitment Lenders shallNon-Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), effective on (ii) and (iii) of the immediately preceding sentence, each such Consenting Lender or before Assuming Lender, as of the Termination Date Extension Date, will be substituted for such Non-Extending Lender, assume a Revolving Credit Commitment (and, if any such Additional Commitment Consenting Lender is already a Lender, its Revolving Credit Commitment under this Agreement and shall be in addition to such Lender’s Revolving Credit Commitment hereunder on such date). The Agent may effect such amendments to a Lender for all purposes of this Agreement as are reasonably necessary to provide for Agreement, without any such extensions with further acknowledgment by or the consent of the Borrower but without the consent of any other Lenders, and the obligations of each such Non-Consenting Lender hereunder shall, by the provisions hereof, be released and discharged. (ed) If (and only ifafter giving effect to any assignments or assumptions pursuant to subsection (c) the total of the Revolving Credit this Section 2.16) Lenders having Commitments of the Lenders that have agreed equal to extend their Termination Date and the additional Revolving Credit Commitments of the Additional Commitment Lenders is more than at least 50% of the aggregate amount of the Revolving Credit Commitments in effect immediately prior to the applicable Extension Date, then, effective as Date consent in writing to a requested extension (whether by execution or delivery of the applicable an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date, the Administrative Agent shall so notify the Borrower, and, subject to the satisfaction of the applicable conditions in Section 4.02, the Revolving Facility Termination Date of each Extending Lender and of each Additional Commitment Lender then in effect shall be extended for the additional one-year period as described in subsection (a) of this Section 2.16, and all references in this Agreement, and in the Notes, if any, to the date that is one year after “Revolving Facility Termination Date” shall, with respect to each Consenting Lender and each Assuming Lender for such Extension Date, refer to the Existing Termination Date (except that, if such date is not a Business Day, such Revolving Facility Termination Date as so extended extended. Promptly following each Extension Date, the Administrative Agent shall be notify the next preceding Business DayLenders (including, without limitation, each Assuming Lender) of the extension of the scheduled Revolving Facility Termination Date in effect immediately prior thereto and each Additional Commitment Lender shall thereupon become a “Lender” for all purposes of this Agreement and shall be bound by record in the provisions of this Agreement as a Lender hereunder and shall have Register the obligations of a Lender hereunder. (f) Notwithstanding the foregoing, (x) no more than two (2) extensions of the Termination Date shall be permitted hereunder and (y) any extension of any Termination Date pursuant to this Section 2.21 shall not be effective relevant information with respect to any Extending each such Consenting Lender unless as of the applicable Extension Date and immediately after giving effect thereto: (i) there shall exist no Default; (ii) the representations and warranties made by the Borrower contained herein shall be true and correct; and (iii) the Agent shall have received a certificate from the Borrower signed by an Authorized Officer of the Borrower (A) certifying the accuracy of the foregoing clauses (i) and (ii) and (B) certifying and attaching the resolutions adopted by the Borrower approving or consenting to each such extensionAssuming Lender. (g) On the Termination Date of each Non-Extending Lender, (i) the Revolving Credit Commitment of each Non-Extending Lender shall automatically terminate and (ii) the Borrower shall repay such Non-Extending Lender in accordance with Section 2.06 (and shall pay to such Non-Extending Lender all of the other obligations owing to it under this Agreement) and after giving effect thereto shall prepay any Revolving Advances outstanding on such date (and pay any additional amounts required pursuant to Section 2.02) to the extent necessary to keep outstanding Revolving Advances ratable with any revised Ratable Share of the respective Lenders effective as of such date, and the Agent shall administer any necessary reallocation of the outstanding Advances (without regard to any minimum borrowing, pro rata borrowing and/or pro rata payment requirements contained elsewhere in this Agreement). (h) This Section shall supersede any provisions in Section 2.02 or Section 8.01 to the contrary.

Extension of Termination Date. (a) The Borrower may at any time from time to time not Company on one or more than ninety (90) days and not less than thirty (30) days prior to any anniversary of the Effective Dateoccasions may, in each case by notice to the Administrative Agent (who which shall promptly notify the Lenders) not later less than 10 Business Days 45 days and not more than 90 days prior to each or any of the date on which third, fourth and fifth anniversaries of the Lenders are requested to respond thereto Effective Date (each such dateanniversary, a an “Lender Notice Anniversary Date”), request that each Lender extend (each such date on which such extension occurs, an “Extension Date”) such Lender’s Termination Date to the date (the “New Termination Date”) that is one year after the Termination Date then in effect for such Lender (the “Existing Final Termination Date”). (b) . Each Lender, acting in its sole and individual discretion, shall, by written notice to the Administrative Agent given not no later than the applicable Lender Notice date (the “Consent Date”) that is 20 days prior to the relevant Anniversary Date (provided that, if such date is not a Business Day, the Consent Date shall be the next succeeding Business Day), advise the Administrative Agent as to: (1) whether or not such Lender agrees to such extension of its Termination Date (each Lender that determines so agreeing to so extend its Termination Date, such extension being an “Extending Lender”); and (2) only if such Lender is an Extending Lender, whether or not such Lender also irrevocably offers to increase the amount of its Commitment (each Lender so offering to increase its Commitment being an “Increasing Lender” as well as an Extending Lender) and, if so, the amount of the additional Commitment such Lender so irrevocably offers to assume hereunder (such Lender’s “Proposed Additional Commitment”). Each Lender that determines not to so extend its Termination Date (a “Non-Extending Lender”) shall notify the Administrative Agent (which shall notify the Lenders) of such fact promptly after such determination (but in any event no later than the Lender Notice Consent Date), and any Lender that does not so advise the Administrative Agent in writing on or before the Lender Notice Consent Date shall be deemed to be a Non-Extending LenderNon‑Extending Lender and (without limiting the Company’s rights under Section 2.15(c)) shall have no liability to the Company in connection therewith. The election of any Lender to agree to such extension shall not obligate any other Lender to so agree, and it is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for extension of the Termination Date. (c) . The Administrative Agent shall promptly notify the Borrower Company of each Lender’s determination under this Section. (dSection 2.15(a) The Borrower shall have no later than the right, but shall not be obligated, on or before the applicable Termination Date for any Non-Extending Lender to replace such Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more financial institutions that are Eligible Assignees (each, an “Additional Commitment Lender”) approved by the Agent, each Issuing Bank and the Swingline Lender in accordance with the procedures provided in Section 8.07, each of which Additional Commitment Lenders shall have entered into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 8.07, with the Borrower obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Commitment Lenders shall, effective on or before the Termination Date for such Non-Extending Lender, assume a Revolving Credit Commitment (and, if any such Additional Commitment Lender is already a Lender, its Revolving Credit Commitment shall be in addition to such Lender’s Revolving Credit Commitment hereunder on such date). The Agent may effect such amendments to this Agreement as are reasonably necessary to provide for any such extensions with the consent of the Borrower but without the consent of any other Lenders. (e) If (and only if) the total of the Revolving Credit Commitments of the Lenders that have agreed to extend their Termination Date and the additional Revolving Credit Commitments of the Additional Commitment Lenders is more than 50% of the aggregate amount of the Revolving Credit Commitments in effect immediately date 15 days prior to the applicable Extension Date, then, effective as of the applicable Extension Date, the Termination Date of each Extending Lender and of each Additional Commitment Lender shall be extended to the date that is one year after the Existing Termination relevant Anniversary Date (except thator, if such date is not a Business Day, such Termination Date as so extended shall be on the next preceding Business Day) and each Additional Commitment Lender shall thereupon become a “Lender” for all purposes of this Agreement and shall be bound by the provisions of this Agreement as a Lender hereunder and shall have the obligations of a Lender hereunder). (fi) Notwithstanding If all of the foregoingLenders are Extending Lenders, (x) no more than two (2) extensions then, effective as of the Consent Date, the Termination Date of each Lender shall be permitted hereunder extended to the New Termination Date, and (y) any extension the respective Commitments of any Termination the Lenders will not be subject to change at such Consent Date pursuant to this Section 2.21 shall not be effective with respect to any Extending Lender unless as of the applicable Extension Date and immediately after giving effect thereto: (i) there shall exist no Default;2.15. (ii) If and only if the representations and warranties made by sum of (x) the Borrower contained herein aggregate amount of the Commitments of the Extending Lenders plus (y) the aggregate amount of the Proposed Additional Commitments of the Increasing Lenders (such sum, the “Extending Commitments”) shall be true and correct; andequal to at least 50% of the then Total Commitments, then: (iii1) the Agent shall have received a certificate from the Borrower signed by an Authorized Officer effective as of the Borrower (A) certifying the accuracy of the foregoing clauses (i) and (ii) and (B) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such extension. (g) On Consent Date, the Termination Date of each Non-Extending Lender, Lender shall be extended to the New Termination Date; (i2) the Revolving Credit Commitment Company shall (so long as no Default shall have occurred and be continuing) have the right, but not the obligation, to take either of the following actions with respect to each Non-Extending Lender shall automatically terminate during the period commencing on the Consent Date and (ii) ending on the Borrower shall repay such Non-Extending Lender in accordance with Section 2.06 (and shall pay to such Non-Extending Lender all of the other obligations owing to it under this Agreement) and after giving effect thereto shall prepay any Revolving Advances outstanding on such date (and pay any additional amounts required pursuant to Section 2.02) to the extent necessary to keep outstanding Revolving Advances ratable with any revised Ratable Share of the respective Lenders effective as of such date, and the Agent shall administer any necessary reallocation of the outstanding Advances (without regard to any minimum borrowing, pro rata borrowing and/or pro rata payment requirements contained elsewhere in this Agreement). (h) This Section shall supersede any provisions in Section 2.02 or Section 8.01 to the contrary.immediately succeeding Anniversary Date:

Extension of Termination Date. (a) The Borrower Company may at any time time, and from time to time not more than ninety (90) days and not less than thirty (30) prior to the date that is 90 days prior to any anniversary of the Effective Datethen Existing Termination Date (as defined below), by notice to the Agent (who shall promptly notify the Lenders) not later than 10 Business Days prior to the date on which the Lenders are requested to respond thereto (each such date, a “Lender Notice Date”Banks), request that each Lender Bank extend (each such date on which such an extension occurs, an “Extension Date”) such LenderBank’s then effective Termination Date (the “Existing Termination Date”) to the date that is one year after such Bank’s Existing Termination Date; provided that (i) such notice shall be made on a Business Day, (ii) no Extension Date shall occur if, after giving effect to such Extension Date, the Termination Date then in effect for shall be more than two (2) years after such Lender Extension Date and (iii) if any requested Extension Date is not a Business Day, such Extension Date shall be the “Existing Termination Date”)immediately succeeding Business Day. (b) Each LenderBank, acting in its sole and individual discretion, shall, by notice to the Agent given not later than the applicable Lender 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 Lender Bank agrees to such extension (each Lender Bank that determines to so extend its Termination Date, an “Extending LenderBank”). Each Lender Bank that determines not to so extend its Termination Date (a “Non-Extending LenderBank”) shall notify the Agent of such fact promptly after such determination (but in any event no later than the Lender Bank Notice Date), and any Lender Bank that does not so advise the Agent on or before the Lender Bank Notice Date shall be deemed to be a Non-Extending LenderBank. The election of any Lender Bank to agree to such extension shall not obligate any other Lender Bank to so agree, and it is understood and agreed that no Lender Bank shall have any obligation whatsoever to agree to any request made by the Borrower Company for extension of the Termination Date. (c) The Agent shall promptly notify the Borrower Company of each LenderBank’s determination under this Section. (d) The Borrower Company shall have the right, but shall not be obligated, on or before the applicable Termination Date for any Non-Extending Lender Bank to replace such Non-Extending Lender Bank with, and add as “LendersBanks” under this Agreement in place thereof, one or more financial institutions that are Eligible Assignees not Ineligible Institutions (each, an “Additional Commitment LenderBank”) approved by the Agent, each Issuing Bank Agent and the Swingline Lender LC Issuers in accordance with the procedures provided in Section 8.074.2, each of which Additional Commitment Lenders Banks shall have entered into an Assignment and Assumption Agreement (in accordance with and subject to the restrictions contained in Section 8.0712.1, with the Borrower 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 LenderBank, pursuant to which such Additional Commitment Lenders Banks shall, effective on or before the applicable Termination Date for such Non-Extending LenderBank, assume a Revolving Credit Commitment (and, if any such Additional Commitment Lender Bank is already a LenderBank, its Revolving Credit Commitment shall be in addition to such LenderBank’s Revolving Credit 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 Borrower Company but without the consent of any other LendersBanks. (e) If (and only if) the total of the Revolving Credit Commitments of the Lenders Banks that have agreed to extend their Termination Date and the additional Revolving Credit new or increased Commitments of the any Additional Commitment Lenders Banks is more than 50% of the aggregate amount of the Revolving Credit Commitments in effect immediately prior to the applicable Extension Date, then, effective as of the applicable Extension Date, the Termination Date of each Extending Lender Bank and of each Additional Commitment Lender Bank shall be extended to the date that is one year after the then Existing Termination Date (except that, if such date is not a Business Day, such Termination Date as so extended shall be the next immediately preceding Business Day) and each Additional Commitment Lender Bank shall thereupon become a “LenderBank” for all purposes of this Agreement and shall be bound by the provisions of this Agreement as a Lender Bank hereunder and shall have the obligations of a Lender 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 any extension request made hereunder. (f) Notwithstanding the foregoing, (x) no more than two (2) extensions of the Termination Date shall be permitted hereunder and (y) foregoing any extension of any Termination Date pursuant to this Section 2.21 2.17 shall not be effective with respect to any Extending Lender unless as 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: (i) there shall exist no Default; (ii) the representations and warranties made by of the Borrower contained herein shall be Company set forth in this Agreement are true and correctcorrect 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 (iii) the Agent shall have received a certificate dated as of the applicable Extension Date from the Borrower Company signed by an Authorized Officer authorized officer of the Borrower Company (A) certifying the accuracy of the foregoing clauses (i) and (ii) and (B) certifying and attaching the resolutions adopted by the Borrower Company approving or consenting to such extension. (g) It is understood and agreed that the Existing Termination Date of each Non-Extending Bank shall remain unchanged and the repayment of all obligations owed to them pursuant to this Agreement and any related Credit Documents and the termination of their Commitments shall occur on the then Existing Termination Date without giving effect to such extension request. (h) On the Termination Date of each Non-Extending LenderBank, (i) the Revolving Credit Commitment of each Non-Extending Lender Bank shall automatically terminate and (ii) the Borrower Company shall repay such Non-Extending Lender Bank in accordance with Section 2.06 2.2 (and shall pay to such Non-Extending Lender Bank all of the other obligations Obligations owing to it under this Agreement) and after giving effect thereto shall prepay any Revolving Advances Loans outstanding on such date (and pay any additional amounts required pursuant to Section 2.024.4) to the extent necessary to keep outstanding Revolving Advances Loans ratable with any revised Ratable Share Pro Rata Shares of the respective Lenders Banks effective as of such date, and the Agent shall administer any necessary reallocation of the outstanding Advances Outstanding Credit Exposures (without regard to any minimum borrowing, pro rata borrowing and/or pro rata payment requirements contained elsewhere in this Agreement). (hi) This Section shall supersede any provisions in Section 2.02 10.1 or Section 8.01 12.11 to the contrary.

Extension of Termination Date. (a) The Borrower may at any time and from time to time not more than ninety sixty (9060) days and not less than thirty (30) days prior to any anniversary of the Effective Date (other than the Termination Date), by notice to the Agent (who shall promptly notify the Lenders) not later than 10 Business Days prior to the date on which the Lenders are requested to respond thereto (each such date, a “Lender Notice Date”), request that each Lender extend (each such date on which such an extension occurs, an “Extension Date”) such Lender’s then effective Termination Date (the “Existing Termination Date”) to the date that is one year after such Xxxxxx’s Existing Termination Date; provided that (i) such notice shall be made on a Business Day, (ii) no Extension Date shall occur if, after giving effect to such Extension Date, the Termination Date then in effect for shall be more than five (5) years after such Lender Extension Date and (iii) if any requested Extension Date is not a Business Day, such Extension Date shall be the “Existing Termination Date”)immediately succeeding Business Day. (b) Each Lender, acting in its sole and individual discretion, shall, by notice to the Agent given not later than the applicable date that is ten (10) Business Days after the date on which the Agent received the Borrower’s extension request (the “Lender Notice Date”), advise the Agent whether or not such Lender agrees to such extension (each Lender that determines to so extend its Termination Date, an “Extending Lender”). Each Lender that determines not to so extend its Termination Date (a “Non-Extending Lender”) shall notify the Agent of such fact promptly after such determination (but in any event no later than the Lender Notice Date), and any Lender that does not so advise the Agent on or before the Lender Notice Date 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 so agree, and it is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for extension of the Termination Date. (c) The Agent shall promptly notify the Borrower of each Lender’s determination under this Section. (d) The Borrower shall have the right, but shall not be obligated, on or before the applicable Termination Date for any Non-Extending Lender to replace such Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more financial institutions that are Eligible Assignees not Ineligible Institutions (each, an “Additional Commitment Lender”) approved by the Agent, each Issuing Bank and the Swingline Lender Agent in accordance with the procedures provided in Section 8.072.10(c), each of which Additional Commitment Lenders shall have entered into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 8.07, with the Borrower 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 Lender, pursuant to which such Additional Commitment Lenders shall, effective on or before the applicable Termination Date for such Non-Extending Lender, assume a Revolving Credit Commitment (and, if any such Additional Commitment Lender is already a Lender, its Revolving Credit Commitment shall be in addition to such LenderXxxxxx’s Revolving Credit Commitment hereunder on such date). Prior to any Non-Extending Lender being replaced by one or more Additional Commitment Lenders pursuant hereto, such Non-Extending Lender may elect, in its sole discretion, by giving irrevocable notice thereof to the Agent and the Borrower (which notice shall set forth such Lender’s new Termination Date), to become an Extending Lender. 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 Borrower but without the consent of any other Lenders. (e) If (and only if) the total of the Revolving Credit Commitments of the Lenders that have agreed to extend their Termination Date and the additional Revolving Credit new or increased Commitments of the any Additional Commitment Lenders is more than 50% of the aggregate amount of the Revolving Credit Commitments in effect immediately prior to the applicable Extension Date, then, effective as of the applicable Extension Date, the Termination Date of each Extending Lender and of each Additional Commitment Lender shall be extended to the date that is one year after the then Existing Termination Date (except that, if such date is not a Business Day, such Termination Date as so extended shall be the next immediately preceding Business Day) and each Additional Commitment Lender shall thereupon become a “Lender” for all purposes of this Agreement and shall be bound by the provisions of this Agreement as a Lender hereunder and shall have the obligations of a Lender 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 five (5) years after such date of determination, whether such determination is made before or after giving effect to any extension request made hereunder. (f) Notwithstanding the foregoing, (x) no more than two (2) extensions of the Termination Date shall be permitted hereunder and (y) any extension of any Termination Date pursuant to this Section 2.21 2.18 shall not be effective with respect to any Extending Lender unless as 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: (i) there shall exist no Default; (ii) the representations and warranties made by of the Borrower contained herein shall be set forth in this Agreement are true and correctcorrect 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 (iii) the Agent shall have received a certificate dated as of the applicable Extension Date from the Borrower signed by an Authorized Officer authorized officer of the Borrower (A) certifying the accuracy of the foregoing clauses (i) and (ii) and (B) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such extension. (g) It is understood and agreed that the Existing Termination Date of each Non-Extending Lender shall remain unchanged and the repayment of all obligations owed to them pursuant to this Agreement and any related Loan Documents and the termination of their Commitments shall occur on the then Existing Termination Date without giving effect to such extension request. (h) On the Termination Date of each Non-Extending Lender, (i) the Revolving Credit Commitment of each Non-Extending Lender shall automatically terminate and (ii) the Borrower shall repay such Non-Extending Lender in accordance with Section 2.06 2.05 (and shall pay to such Non-Extending Lender all of the other obligations Obligations owing to it under this Agreement) and after giving effect thereto shall prepay any Revolving Advances Loans outstanding on such date (and pay any additional amounts required pursuant to Section 2.028.04(c)) to the extent necessary to keep outstanding Revolving Advances Loans ratable with any revised Ratable Share Applicable Percentages of the respective Lenders effective as of such date, and the Agent shall administer any necessary reallocation of the outstanding aggregate principal amount of the Revolving Credit Advances at such time (without regard to any minimum borrowing, pro rata borrowing and/or pro rata payment requirements contained elsewhere in this Agreement). (hi) This Section shall supersede any provisions in Section 2.02 2.14 or Section 8.01 to the contrary.

Extension of Termination Date. (a) The Borrower may at any time from time may, by written notice to time not more than ninety the Agent (90which shall promptly deliver a copy to each of the Lenders) days and not less than thirty (30) 45 days prior to any anniversary of the Effective Datedate hereof, and on not more than two occasions, request that the Lenders extend the Termination Date and the Commitments for an additional period of one year. Each Lender shall, by notice to the Borrower and the Agent (who shall promptly notify the Lenders) given not later than 10 Business Days prior the 20th day after the date of the Agent’s receipt of the Borrower’s extension request, advise the Borrower whether or not it agrees to the date on which the Lenders are requested to respond thereto extension (each such date, Lender agreeing to a requested extension being called a “Consenting Lender” and each Lender Notice Datedeclining to agree to a requested extension being called a “Declining Lender”), request . Any Lender that each Lender extend (each has not so advised the Borrower and the Agent by such date on which day shall be deemed to have declined to agree to such extension occursand shall be a Declining Lender. If Lenders constituting the Required Lenders shall have agreed to an extension request, an “Extension Date”) such Lender’s Termination Date to the date that is one year after then the Termination Date then shall, as to the Consenting Lenders, be extended to the first anniversary of the Termination Date theretofore in effect. The decision to agree or withhold agreement to any Termination Date extension shall be at the sole discretion of each Lender. The Commitment of any Declining Lender shall terminate on the Termination Date in effect for as to such Lender prior to giving effect to any such extension (such Termination Date being called the “Existing Termination Date”). (b) Each Lender. The principal amount of any outstanding Advances made by Declining Lenders, acting in its sole together with any accrued interest thereon and individual discretionany accrued fees and other amounts payable to or for the accounts of such Declining Lenders hereunder, shall, by notice to shall be due and payable on the Agent given not later than the applicable Lender Notice Date, advise the Agent whether or not such Lender agrees to such extension (each Lender that determines to so extend its Existing Termination Date, an “Extending Lender”). Each Lender that determines not to so extend its and on the Existing Termination Date (a “Non-Extending Lender”) the Borrower shall notify also make such other prepayments of its Borrowings as shall be required in order that, after giving effect to the termination of the Commitments of, and all payments to, Declining Lenders pursuant to this sentence, the sum of the aggregate Advances and the aggregate Letter of Credit Exposures shall not exceed the aggregate Commitments. If, after making the prepayments pursuant to the immediately preceding sentence the sum of the aggregate Advances and the aggregate Letter of Credit Exposures exceed the aggregate Commitments, then the Borrower shall immediately deposit cash collateral in an account with the Agent, in the name of the Agent and for the benefit of the Lenders and the Issuing Banks (such fact promptly deposit to be held by the Agent as collateral for the payment and performance of the obligations of the Borrower under this Agreement in accordance with Section 2.03(h)(i)), in an amount such that, after giving effect to such determination (but cash collateralization and the termination of the Commitments of, and all payments to, Declining Lenders pursuant to the preceding sentence, the sum of the aggregate Advances and the aggregate Letter of Credit Exposures not cash collateralized in accordance with this sentence shall not exceed the aggregate Commitments. Notwithstanding the foregoing provisions of this Section 2.05(e), the Borrower shall have the right, pursuant to Section 2.18(b), at any event no later than time prior to the Existing Termination Date, to replace a Declining Lender Notice with a Lender or other financial institution that will agree to a request for the extension of the Termination Date), and any such replacement Lender that does not so advise the Agent on or before the Lender Notice Date shall be deemed to be for all purposes constitute a Non-Extending Consenting Lender. The election Notwithstanding the foregoing, no extension of any Lender the Termination Date pursuant to agree to such extension this Section 2.05(e) shall not obligate any other Lender to so agree, and it is understood and agreed become effective unless (i) on the anniversary of the date hereof that no Lender shall have any obligation whatsoever to agree to any request made by immediately follows the date on which the Borrower delivers the applicable request for extension of the Termination Date. , the conditions set forth in clauses (ca) The Agent and (b) of Section 3.02 shall promptly notify be satisfied (with all references in such clauses to a Borrowing being deemed to be references to such extension and without giving effect to the Borrower of each Lender’s determination under this Section. (d) The Borrower shall have the right, but shall not be obligated, on or before the applicable Termination Date for any Non-Extending Lender to replace such Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more financial institutions that are Eligible Assignees (each, an “Additional Commitment Lender”) approved by the Agent, each Issuing Bank and the Swingline Lender in accordance with the procedures provided first parenthetical in Section 8.07, each of which Additional Commitment Lenders shall have entered into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 8.07, with the Borrower obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Commitment Lenders shall, effective on or before the Termination Date for such Non-Extending Lender, assume a Revolving Credit Commitment (and, if any such Additional Commitment Lender is already a Lender, its Revolving Credit Commitment shall be in addition to such Lender’s Revolving Credit Commitment hereunder on such date3.02(a). The Agent may effect such amendments to this Agreement as are reasonably necessary to provide for any such extensions with the consent of the Borrower but without the consent of any other Lenders. (e) If (and only if) the total of the Revolving Credit Commitments of the Lenders that have agreed to extend their Termination Date and the additional Revolving Credit Commitments of the Additional Commitment Lenders is more than 50% of the aggregate amount of the Revolving Credit Commitments in effect immediately prior to the applicable Extension Date, then, effective as of the applicable Extension Date, the Termination Date of each Extending Lender and of each Additional Commitment Lender shall be extended to the date that is one year after the Existing Termination Date (except that, if such date is not a Business Day, such Termination Date as so extended shall be the next preceding Business Day) and each Additional Commitment Lender shall thereupon become a “Lender” for all purposes of this Agreement and shall be bound by the provisions of this Agreement as a Lender hereunder and shall have the obligations of a Lender hereunder. (f) Notwithstanding the foregoing, (x) no more than two (2) extensions of the Termination Date shall be permitted hereunder and (y) any extension of any Termination Date pursuant to this Section 2.21 shall not be effective with respect to any Extending Lender unless as of the applicable Extension Date and immediately after giving effect thereto: (i) there shall exist no Default; (ii) the representations and warranties made by the Borrower contained herein shall be true and correct; and (iii) the Agent shall have received a certificate from to that effect dated such date and executed by the Borrower signed by an Authorized Chief Financial Officer or the Treasurer of the Borrower (A) certifying the accuracy of the foregoing clauses (i) and (ii) and (B) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such extensionBorrower. (g) On the Termination Date of each Non-Extending Lender, (i) the Revolving Credit Commitment of each Non-Extending Lender shall automatically terminate and (ii) the Borrower shall repay such Non-Extending Lender in accordance with Section 2.06 (and shall pay to such Non-Extending Lender all of the other obligations owing to it under this Agreement) and after giving effect thereto shall prepay any Revolving Advances outstanding on such date (and pay any additional amounts required pursuant to Section 2.02) to the extent necessary to keep outstanding Revolving Advances ratable with any revised Ratable Share of the respective Lenders effective as of such date, and the Agent shall administer any necessary reallocation of the outstanding Advances (without regard to any minimum borrowing, pro rata borrowing and/or pro rata payment requirements contained elsewhere in this Agreement). (h) This Section shall supersede any provisions in Section 2.02 or Section 8.01 to the contrary.

Extension of Termination Date. Borrower may, by notice to Administrative Agent (awhich shall promptly deliver a copy to each of the Lenders) The Borrower may given at any time from time to time least thirty (30) days and not more than ninety (90) days and not less than thirty (30) days prior to any anniversary of the Effective Date, by notice to the Agent (who shall promptly notify the Lenders) not later than 10 Business Days prior to the date on which then Revolving Credit Termination Date (the Lenders are requested to respond thereto (each such date, a “Lender Notice Existing Commitment Termination Date”), request that each Lender Lenders extend (each such date on which such extension occurs, an “Extension Date”) such Lender’s the Existing Commitment Termination Date for one additional one-year period. Upon the Borrower’s timely delivery of such notice to Administrative Agent and provided, that (i) no Default or Event of Default has occurred and is continuing (both on the date that the notice is one year after delivered and on the then Existing Commitment Termination Date then in effect for such Lender (the “Existing Termination Date”). (b) Each Lender, acting in its sole and individual discretion, shall, by notice to the Agent given not later than the applicable Lender Notice Date, advise the Agent whether or not such Lender agrees to such extension (each Lender that determines to so extend its Termination Date, an “Extending Lender”). Each Lender that determines not to so extend its Termination Date (a “Non-Extending Lender”) shall notify the Agent of such fact promptly after such determination (but in any event no later than the Lender Notice Date), and any Lender that does not so advise the Agent on or before the Lender Notice Date 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 so agree, and it is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by (ii) the Borrower for extension of the Termination Date. (c) The Agent shall promptly notify the Borrower of each Lender’s determination under this Section. (d) The Borrower shall have the right, but shall not be obligated, on or before the applicable Termination Date for any Non-Extending Lender to replace such Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more financial institutions that are Eligible Assignees (each, an “Additional Commitment Lender”) approved by the Agent, each Issuing Bank and the Swingline Lender Subsidiaries are in accordance compliance with the procedures provided in Section 8.07, each of which Additional Commitment Lenders shall have entered into an Assignment and Assumption (in accordance with and subject to the restrictions all covenants contained in Section 8.078 hereof, with (iii) all representations and warranties contained in Section 6 hereof shall be true and correct in all material respects (except in the Borrower obligated to pay any applicable processing case of a representation or recordation feewarranty qualified by materiality in which case such representation or warranty shall be true and correct in all respects) with such Non-Extending Lender, pursuant to which such Additional on the date the notice is delivered and on the then Existing Commitment Lenders shall, effective on or before the Termination Date except for representations and warranties that relate to a prior date, which shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality in which case such Non-Extending Lender, assume a Revolving Credit Commitment (and, if any such Additional Commitment Lender is already a Lender, its Revolving Credit Commitment representation or warranty shall be true and correct in addition to such Lender’s Revolving Credit Commitment hereunder on such date). The Agent may effect such amendments to this Agreement as are reasonably necessary to provide for any such extensions with the consent of the Borrower but without the consent of any other Lenders. (eall respects) If (and only if) the total of the Revolving Credit Commitments of the Lenders that have agreed to extend their Termination Date and the additional Revolving Credit Commitments of the Additional Commitment Lenders is more than 50% of the aggregate amount of the Revolving Credit Commitments in effect immediately prior to the applicable Extension Date, then, effective as of the applicable date on which they were made and (iv) the Borrower has paid in immediately available funds the Extension DateFee on or prior to the first day of any requested extension period, then the Termination Date of each Extending Lender and of each Additional Commitment Lender shall be extended to the date that is one year after first anniversary of the then Existing Commitment Termination Date. Should the Revolving Credit Termination Date (except thatbe extended, if such date is not a Business Day, such Termination Date as so extended shall be the next preceding Business Day) terms and each Additional Commitment Lender shall thereupon become a “Lender” for all purposes conditions of this Agreement will apply during any such extension period, and shall be bound by from and after the provisions date of this Agreement as a Lender hereunder and shall have such extension, the obligations of a Lender hereunder. (f) Notwithstanding the foregoing, (x) no more than two (2) extensions of the term Revolving Credit Termination Date shall be permitted hereunder and (y) any extension of any Termination Date pursuant to this Section 2.21 shall not be effective with respect to any Extending Lender unless as mean the last day of the applicable Extension Date and immediately after giving effect thereto: (i) there shall exist no Default; (ii) the representations and warranties made by the Borrower contained herein shall be true and correct; and (iii) the Agent shall have received a certificate from the Borrower signed by an Authorized Officer of the Borrower (A) certifying the accuracy of the foregoing clauses (i) and (ii) and (B) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such extensionextended term. (g) On the Termination Date of each Non-Extending Lender, (i) the Revolving Credit Commitment of each Non-Extending Lender shall automatically terminate and (ii) the Borrower shall repay such Non-Extending Lender in accordance with Section 2.06 (and shall pay to such Non-Extending Lender all of the other obligations owing to it under this Agreement) and after giving effect thereto shall prepay any Revolving Advances outstanding on such date (and pay any additional amounts required pursuant to Section 2.02) to the extent necessary to keep outstanding Revolving Advances ratable with any revised Ratable Share of the respective Lenders effective as of such date, and the Agent shall administer any necessary reallocation of the outstanding Advances (without regard to any minimum borrowing, pro rata borrowing and/or pro rata payment requirements contained elsewhere in this Agreement). (h) This Section shall supersede any provisions in Section 2.02 or Section 8.01 to the contrary.

Extension of Termination Date. (a) The Borrower may at any time from time to time not more than ninety (90) days and not less than thirty (30) days prior to any anniversary of the Effective Date, by notice to the Agent (who shall promptly notify the Lenders) not later than 10 Business Days prior to the date on which the Lenders are requested to respond thereto (each such date, a “Lender Notice Date”), request that each Lender extend (each such date on which such extension occurs, an “Extension Date”) such Lender’s Termination Date to the date that is one year after the Termination Date then in effect for such Lender (the “Existing Termination Date”). (b) Each Lender, acting in its sole and individual discretion, shall, by notice to the Agent given not later than the applicable Lender Notice Date, advise the Agent whether or not such Lender agrees to such extension (each Lender that determines to so extend its Termination Date, an “Extending Lender”). Each Lender that determines not to so extend its Termination Date (a “Non-Extending Lender”) shall notify the Agent of such fact promptly after such determination (but in any event no later than the Lender Notice Date), and any Lender that does not so advise the Agent on or before the Lender Notice Date 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 so agree, and it is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for extension of the Termination Date. (c) The Agent shall promptly notify the Borrower of each Lender’s determination under this Section. (d) The Borrower shall have the right, but shall not be obligated, on or before the applicable Termination Date for any Non-Extending Lender to replace such Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more financial institutions that are Eligible Assignees (each, an “Additional Commitment Lender”) approved by the Agent, each Issuing Bank and the Swingline Lender in accordance with the procedures provided in Section 8.07, each of which Additional Commitment Lenders shall have entered into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 8.07, with the Borrower obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Commitment Lenders shall, effective on or before the Termination Date for such Non-Extending Lender, assume a Revolving Credit Commitment (and, if any such Additional Commitment Lender is already a Lender, its Revolving Credit Commitment shall be in addition to such LenderXxxxxx’s Revolving Credit Commitment hereunder on such date). The Agent may effect such amendments to this Agreement as are reasonably necessary to provide for any such extensions with the consent of the Borrower but without the consent of any other Lenders. (e) If (and only if) the total of the Revolving Credit Commitments of the Lenders that have agreed to extend their Termination Date and the additional Revolving Credit Commitments of the Additional Commitment Lenders is more than 50% of the aggregate amount of the Revolving Credit Commitments in effect immediately prior to the applicable Extension Date, then, effective as of the applicable Extension Date, the Termination Date of each Extending Lender and of each Additional Commitment Lender shall be extended to the date that is one year after the Existing Termination Date (except that, if such date is not a Business Day, such Termination Date as so extended shall be the next preceding Business Day) and each Additional Commitment Lender shall thereupon become a “Lender” for all purposes of this Agreement and shall be bound by the provisions of this Agreement as a Lender hereunder and shall have the obligations of a Lender hereunder. (f) Notwithstanding the foregoing, (x) no more than two (2) extensions of the Termination Date shall be permitted hereunder and (y) any extension of any Termination Date pursuant to this Section 2.21 shall not be effective with respect to any Extending Lender unless as of the applicable Extension Date and immediately after giving effect thereto: (i) there shall exist no Default; (ii) the representations and warranties made by the Borrower contained herein shall be true and correct; and (iii) the Agent shall have received a certificate from the Borrower signed by an Authorized Officer of the Borrower (A) certifying the accuracy of the foregoing clauses (i) and (ii) and (B) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such extension. (g) On the Termination Date of each Non-Extending Lender, (i) the Revolving Credit Commitment of each Non-Extending Lender shall automatically terminate and (ii) the Borrower shall repay such Non-Extending Lender in accordance with Section 2.06 (and shall pay to such Non-Extending Lender all of the other obligations owing to it under this Agreement) and after giving effect thereto shall prepay any Revolving Advances outstanding on such date (and pay any additional amounts required pursuant to Section 2.02) to the extent necessary to keep outstanding Revolving Advances ratable with any revised Ratable Share of the respective Lenders effective as of such date, and the Agent shall administer any necessary reallocation of the outstanding Advances (without regard to any minimum borrowing, pro rata borrowing and/or pro rata payment requirements contained elsewhere in this Agreement). (h) This Section shall supersede any provisions in Section 2.02 or Section 8.01 to the contrary.

Extension of Termination Date. (a) The Borrower may at any time from time to time not more than ninety (90) days and not less than thirty (30) days prior to any anniversary of the Effective Datemay, by notice delivery of written requests (each, a “Termination Date Extension Request”) to the Administrative Agent (who which shall promptly notify deliver a copy to each of the Lenders) not later less than 10 Business Days 60 days prior to the date on which the Lenders are requested to respond thereto (each such date, a “Lender Notice Stated Termination Date”), request that each Lender the Lenders extend the Stated Termination Date for an additional period of at least one year; provided, that (each such date on which such extension occurs, an “Extension Date”i) such Lender’s request shall be made to all Lenders on the same terms and (ii) one Facility may be extended even if each of the other Facilities are not also extended pursuant to such request. Such Termination Date Extension Request shall set forth (A) any changes to interest rate margins, fees or other pricing that will apply to the date extensions of credit by the Lenders that is one year elect to agree to such Termination Date Extension Request (which may be higher or lower than those that apply before giving effect to such Termination Date Extension Request) and (B) any covenants or other terms that will apply solely to any period after the latest Stated Termination Date then (if any) applicable to any Lender that elects to agree to such Termination Date Extension Request. Other than the extended Stated Termination Date and the changes described in clauses (A) and (B) of the immediately preceding sentence, the terms applicable to the Lenders that elect to agree to such Termination Date Extension Request shall be identical to those that applied before giving effect for such Lender (the “Existing Termination Date”)thereto. (b) Each Lender, acting in its sole the Administrative Agent and individual discretion, each Issuing Bank shall, by notice to the Borrower and the Administrative Agent given not later than the applicable Lender Notice 15th day after the date of the Administrative Agent’s receipt of the Borrower’s Termination Date Extension Request (or such other date as the Borrower and the Administrative Agent may agree; such date, the “Extension Date”), advise the Agent Borrower whether or not such Lender it agrees to such the requested extension (each Lender that determines and each of the Administrative Agent and each Issuing Bank agreeing to so extend its Termination Datea requested extension being called a “Consenting Party”, an and each Lender, the Administrative Agent and each Issuing Bank declining to agree to a requested extension being called a “Extending LenderDeclining Party”). Each The Administrative Agent shall use reasonable efforts to contact each Lender that determines not and Issuing Bank to so extend its obtain a prompt response to the Termination Date (a “Non-Extending Lender”) shall notify the Extension Request. Any Lender or Administrative Agent of such fact promptly after such determination (but in any event no later than the Lender Notice Date), and any Lender or each Issuing Bank that does has not so advise advised the Borrower and the Administrative Agent on or before the Lender Notice by such Extension Date shall be deemed to be a Non-Extending Lender. The election of any Lender have declined to agree to such extension and shall not obligate any other Lender to so agree, and it is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for extension of the Termination Datebe a Declining Party. (c) The Stated Termination Date shall, as to each Consenting Party, be extended to the date requested in the Termination Date Extension Request. The decision to agree or withhold agreement to any Termination Date Extension Request shall be at the sole discretion of each Lender and shall not require the consent of the Administrative Agent or any Issuing Bank; provided, that (i) the consent of the Administrative Agent and each Issuing Bank shall promptly notify be required for such Person to continue its respective obligations and duties under the Loan Documents (but not for the extension of the Stated Termination Date), (ii) the obligations and duties under the Loan Documents of the Administrative Agent or each Issuing Bank, as applicable who does not consent to the requested extension shall terminate on the Stated Termination Date in effect prior to any such extension (such Stated Termination Date being called the “Original Stated Termination Date”) (and for the purposes of the second sentence of Section 3.1, the Original Stated Termination Date shall govern the permitted expiry date of any Letter of Credit issued by such Issuing Bank) and (iii) the Borrower and the Consenting Parties shall have the right to appoint a successor Administrative Agent or Issuing Bank to replace any such Person that does not consent to continue its respective obligations and duties under the Loan Documents in connection with such extension. The Commitment of each Lender’s determination under any Lender that is a Declining Party shall terminate on the Original Stated Termination Date. The principal amount of any outstanding Loans made by a Declining Party, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the account of such Declining Party hereunder, shall be due and payable on the Original Stated Termination Date, and on the Original Stated Termination Date the Borrower shall also make such other prepayments of Loans pursuant to Section 2.3 or 2.7, as applicable, as shall be required in order that, after giving effect to the termination of the Commitments of, and all payments to, Declining Parties pursuant to this Sectionsentence, the total Aggregate Exposure of all Lenders would not exceed the total Commitments of all Lenders. (d) The Notwithstanding the foregoing provisions of this Section 2.23, the Borrower shall have the right, but shall not be obligatedpursuant to Section 4.7, on at any time prior to the Original Stated Termination Date, to replace a Declining Party with a bank or before other financial institution that will agree to the applicable Termination Date for any Non-Extending Extension Request (provided that each such bank or other financial institution, if not already a Lender (or an Affiliate of a Lender) hereunder, shall be reasonably acceptable to replace such Non-Extending Lender withthe Administrative Agent), and add as “Lenders” under this Agreement in place thereof, one or more financial institutions that are Eligible Assignees (each, an “Additional Commitment Lender”) approved by the Agent, each Issuing Bank and the Swingline Lender in accordance with the procedures provided in Section 8.07, each of which Additional Commitment Lenders shall have entered into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 8.07, with the Borrower obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Commitment Lenders shall, effective on or before the Termination Date for such Non-Extending Lender, assume a Revolving Credit Commitment (and, if any such Additional Commitment Lender is already replacement Person shall for all purposes constitute a Lender, its Revolving Credit Commitment shall be in addition to such Lender’s Revolving Credit Commitment hereunder on such date). The Agent may effect such amendments to this Agreement as are reasonably necessary to provide for any such extensions with the consent of the Borrower but without the consent of any other LendersConsenting Party. (e) If (and only if) the total of the Revolving Credit Commitments of the Lenders that have agreed to extend their Termination Date and the additional Revolving Credit Commitments of the Additional Commitment Lenders is more than 50% of the aggregate amount of the Revolving Credit Commitments in effect immediately prior to the applicable Extension Date, then, effective as of the applicable Extension Date, the Termination Date of each Extending Lender and of each Additional Commitment Lender shall be extended to the date that is one year after the Existing Termination Date (except that, if such date is not a Business Day, such Termination Date as so extended shall be the next preceding Business Day) and each Additional Commitment Lender shall thereupon become a “Lender” for all purposes of this Agreement and shall be bound by the provisions of this Agreement as a Lender hereunder and shall have the obligations of a Lender hereunder. (f) Notwithstanding the foregoing, (x) no more than two (2) extensions of the Termination Date shall be permitted hereunder and (y) any extension of any Termination Date pursuant to this Section 2.21 shall not be effective with respect to any Extending Lender unless as of the applicable Extension Date and immediately after giving effect thereto: (i) there shall exist no Default; (ii) the representations and warranties made by the Borrower contained herein shall be true and correct; and (iii) the Agent shall have received a certificate from the Borrower signed by an Authorized Officer of the Borrower (A) certifying the accuracy of the foregoing clauses (i) and (ii) and (B) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such extension. (g) On the Termination Date of each Non-Extending Lender, (i) the Revolving Credit Commitment of each Non-Extending Lender shall automatically terminate and (ii) the Borrower shall repay such Non-Extending Lender in accordance with Section 2.06 (and shall pay to such Non-Extending Lender all of the other obligations owing to it under this Agreement) and after giving effect thereto shall prepay any Revolving Advances outstanding on such date (and pay any additional amounts required pursuant to Section 2.02) to the extent necessary to keep outstanding Revolving Advances ratable with any revised Ratable Share of the respective Lenders effective as of such date, and the Agent shall administer any necessary reallocation of the outstanding Advances (without regard to any minimum borrowing, pro rata borrowing and/or pro rata payment requirements contained elsewhere in this Agreement). (h) This Section 2.19 shall supersede any provisions in Sections 11.1 and 11.6 (other than the last paragraph of Section 2.02 or Section 8.01 11.6) to the contrary.

Extension of Termination Date. (a) The Borrower may at any time from time Borrowers may, by notice to time the Administrative Agent (which shall promptly notify the Lenders) not more earlier than ninety (90) days and not less than thirty (30) 60 days prior to any anniversary of the Effective Closing Date (the “Anniversary Date, by notice to the Agent (who shall promptly notify the Lenders”) not but no later than 10 Business Days 30 days prior to such Anniversary Date (the date on which of delivery of any such notice being the Lenders are requested to respond thereto (each such date, a “Lender Borrower Extension Notice Date”), request that each Lender extend (each such date on which such extension occurs, an “Extension Date”) such Lender’s Termination Date to the date that is for an additional one year after the Termination Date then in effect for such Lender hereunder (the “Existing Termination Date”). The Borrowers may request no more than two extensions pursuant to this Section 2.19. (b) Each Lender, acting in its sole and individual discretion, shall, by notice to the Administrative Agent given not earlier than 30 days prior to the applicable Anniversary Date and not later than the date (the “Lender Extension Notice Date”) that is 20 days prior to the applicable Lender Notice Anniversary Date, advise the Administrative Agent whether or not such Lender agrees to such extension (and each Lender that determines to so extend its Termination Date, an “Extending Lender”). Each Lender that determines not to so extend its Existing Termination Date (a “Non-Extending Nonconsenting Lender”) shall notify the Administrative Agent of such fact promptly after such determination (but in any event no later than the 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 deemed to be a Non-Extending Nonconsenting Lender. The election of any Lender to agree to such extension shall not obligate any other Lender to so agree, and it is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for extension of the Termination Date. (c) The Administrative Agent shall promptly notify the Borrower Borrowers of each Lender’s determination under this SectionSection 2.19 no later than the date 15 days prior to the applicable Anniversary Date, or, if such date is not a Business Day, on the next preceding Business Day (the “Specified Date”). (d) The Borrower Borrowers shall have the right, but shall not be obligated, right on or before the applicable Termination fifth Business Day after the Specified Date for any Non-Extending Lender to replace such Non-Extending each Nonconsenting Lender with(i) with an existing Lender, and add and/or (ii) by adding as “Lenders” under this Agreement in place thereof, one or more financial institutions that are Eligible Assignees Persons (eacheach Lender in clauses (i) and (ii), an “Additional Commitment Lender”) approved by ), in each case, with the Agent, each Issuing Bank approval of the Administrative Agent and the Swingline Lender in accordance with the procedures provided in Section 8.07Fronting Banks (which approvals shall not be unreasonably withheld), each of which Additional Commitment Lenders shall have entered into an Assignment agreement in form and Assumption (in accordance with and subject substance satisfactory to the restrictions contained in Section 8.07, with Borrowers and the Borrower obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, Administrative Agent pursuant to which such Additional Commitment Lenders Lender shall, effective on or before as of the Termination Date for such Non-Extending LenderSpecified Date, assume undertake a Revolving Credit Commitment (and, if any such Additional Commitment Lender is already a Lender, its Revolving Credit Commitment shall be in addition to such Lender’s Revolving Credit Commitment hereunder on such date). The Agent may effect such amendments to this Agreement as are reasonably necessary to provide for any such extensions with ; provided that the consent aggregate amount of the Borrower but without Commitments for all Additional Commitment Lenders shall be no more than the consent aggregate amount of any other the Commitments of all Nonconsenting Lenders. (e) If (and only if) the total aggregate amount of the Revolving Credit Commitments of the Lenders that have agreed to extend their Existing Termination Date and Dates plus the aggregate additional Revolving Credit Commitments of the Additional Commitment Lenders is shall be more than 50% of the aggregate amount of the Revolving Credit Commitments in effect immediately prior to the applicable Extension Specified Date, then, effective as of the applicable Extension Specified Date, the Existing Termination Date of each Extending Lender agreeing to an extension and of each Additional Commitment Lender shall be extended to the date that is one year after the Existing Termination Date (except thatDate, if such date is not a Business Day, such Termination Date as so extended shall be the next preceding Business Day) and each Additional Commitment Lender shall thereupon become a “Lender” for all purposes of this Agreement and shall be bound by the provisions of this Agreement as a Lender hereunder and shall have the obligations of a Lender hereunderAgreement. (f) Notwithstanding the foregoing, (x) no more than two (2) extensions of the Termination Date shall be permitted hereunder and (y) any extension of any a Lender’s Existing Termination Date pursuant to this Section 2.21 2.19 shall not be effective with respect to any Extending such Lender unless as of on the applicable Extension Specified Date and immediately after giving effect thereto: but only if (i) there the following statements shall exist be true: (A) no Default; event has occurred and is continuing, or would result from the extension of the Existing Termination Date, that constitutes an Event of Default or an Unmatured Default and (iiB) the representations and warranties contained in Section 4.01 are correct in all material respects (or in the case of any such representation or warranty already qualified by materiality, true and correct in all respects) on and as of the Specified Date, before and after giving effect to such extension, as though made by the Borrower contained herein on and as of such date, except for those made specifically as of another date, in which case such representations and warranties shall be true as of such other date, provided that, for purposes of the representations and correct; and warranties in Sections 4.01(f) and the last sentence of 4.01(g), the Disclosure Documents shall include all the SEC filings made by FE and the Borrowers prior to the applicable Borrower Extension Notice Date and (iiiii) on or prior to the Specified Date the Administrative Agent shall have received the following, each dated the Specified Date and in form and substance satisfactory to the Administrative Agent: (x) a certificate from the Borrower signed by of an Authorized Officer of each Borrower to the Borrower effect that as of the Specified Date the statements set forth in clauses (A) certifying the accuracy of the foregoing clauses (i) and (ii) and (B) certifying and attaching above are true, (y) certified copies of the resolutions adopted by of the Board of Directors of each Borrower approving or consenting authorizing such extension and the performance of this Agreement on and after the Specified Date, and of all documents evidencing other necessary corporate action and Governmental Action with respect to this Agreement and such extension of the Existing Termination Date and (z) an opinion of counsel to the Borrowers, as to such extensionmatters related to the foregoing as the Administrative Agent or the Lenders through the Administrative Agent may reasonably request. (g) On Subject to subsection (d) above, the Termination Date of each Non-Extending Lender, (i) the Revolving Credit Commitment of each Non-Extending any Nonconsenting Lender shall automatically terminate and (ii) the Borrower shall repay such Non-Extending Lender in accordance with Section 2.06 (and shall pay to such Non-Extending Lender all of the other obligations owing to it under this Agreement) and after giving effect thereto shall prepay any Revolving Advances outstanding on such date (and pay any additional amounts required pursuant to Section 2.02) to the extent necessary to keep outstanding Revolving Advances ratable with any revised Ratable Share of the respective Lenders effective as of such date, and the Agent shall administer any necessary reallocation of the outstanding Advances its Existing Termination Date (without regard to any minimum borrowing, pro rata borrowing and/or pro rata payment requirements contained elsewhere in this Agreementextension by any other Lender). (h) This Section shall supersede Each Fronting Bank may, in its sole discretion, elect not to serve in such capacity following any provisions in Section 2.02 or Section 8.01 extension of the Termination Date; provided that, (i) the Borrowers and the Administrative Agent may appoint a replacement for any such resigning Fronting Bank and (ii) the extension of the Termination Date may become effective without regard to the contrarywhether such replacement is found.

Extension of Termination Date. (a) The Borrower Company may at any time time, and from time to time not more than ninety (90) days and not less than thirty (30) days prior to any anniversary of the Effective Datedate that is one year prior to the then Existing Termination Date (as defined below), by notice to the Agent (who shall promptly notify the Lenders) not later than 10 Business Days prior to the date on which the Lenders are requested to respond thereto (each such date, a “Lender Notice Date”Banks), request that each Lender Bank extend (each such date on which such an extension occurs, an “Extension Date”) such LenderBank’s then effective Termination Date (the “Existing Termination Date”) to the date that is one year after such Bank’s Existing Termination Date; provided that (i) such notice shall be made on a Business Day, (ii) no Extension Date shall occur if, after giving effect to such Extension Date, the Termination Date then in effect for shall be more than five (5) years after such Lender Extension Date and (iii) if any requested Extension Date is not a Business Day, such Extension Date shall be the “Existing Termination Date”)immediately succeeding Business Day. (b) Each LenderBank, acting in its sole and individual discretion, shall, by notice to the Agent given not later than the applicable Lender 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 Lender Bank agrees to such extension (each Lender Bank that determines to so extend its Termination Date, an “Extending LenderBank”). Each Lender Bank that determines not to so extend its Termination Date (a “Non-Extending LenderBank”) shall notify the Agent of such fact promptly after such determination (but in any event no later than the Lender Bank Notice Date), and any Lender Bank that does not so advise the Agent on or before the Lender Bank Notice Date shall be deemed to be a Non-Extending LenderBank. The election of any Lender Bank to agree to such extension shall not obligate any other Lender Bank to so agree, and it is understood and agreed that no Lender Bank shall have any obligation whatsoever to agree to any request made by the Borrower Company for extension of the Termination Date. (c) The Agent shall promptly notify the Borrower Company of each LenderBank’s determination under this Section. (d) The Borrower Company shall have the right, but shall not be obligated, on or before the applicable Termination Date for any Non-Extending Lender Bank to replace such Non-Extending Lender Bank with, and add as “LendersBanks” under this Agreement in place thereof, one or more financial institutions that are Eligible Assignees not Ineligible Institutions (each, an “Additional Commitment LenderBank”) approved by the Agent, each Issuing Bank Agent and the Swingline Lender LC Issuers in accordance with the procedures provided in Section 8.074.2, each of which Additional Commitment Lenders Banks shall have entered into an Assignment and Assumption Agreement (in accordance with and subject to the restrictions contained in Section 8.0712.1, with the Borrower 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 LenderBank, pursuant to which such Additional Commitment Lenders Banks shall, effective on or before the applicable Termination Date for such Non-Extending LenderBank, assume a Revolving Credit Commitment (and, if any such Additional Commitment Lender Bank is already a LenderBank, its Revolving Credit Commitment shall be in addition to such LenderBank’s Revolving Credit 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 Borrower Company but without the consent of any other LendersBanks. (e) If (and only if) the total of the Revolving Credit Commitments of the Lenders Banks that have agreed to extend their Termination Date and the additional Revolving Credit new or increased Commitments of the any Additional Commitment Lenders Banks is more than 50% of the aggregate amount of the Revolving Credit Commitments in effect immediately prior to the applicable Extension Date, then, effective as of the applicable Extension Date, the Termination Date of each Extending Lender Bank and of each Additional Commitment Lender Bank shall be extended to the date that is one year after the then Existing Termination Date (except that, if such date is not a Business Day, such Termination Date as so extended shall be the next immediately preceding Business Day) and each Additional Commitment Lender Bank shall thereupon become a “LenderBank” for all purposes of this Agreement and shall be bound by the provisions of this Agreement as a Lender Bank hereunder and shall have the obligations of a Lender 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 five (5) years after such date of determination, whether such determination is made before or after giving effect to any extension request made hereunder. (f) Notwithstanding the foregoing, (x) no more than two (2) extensions of the Termination Date shall be permitted hereunder and (y) any extension of any Termination Date pursuant to this Section 2.21 2.17 shall not be effective with respect to any Extending Lender unless as 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: (i) there shall exist no Default; (ii) the representations and warranties made by of the Borrower contained herein shall be Company set forth in this Agreement are true and correctcorrect 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 (iii) the Agent shall have received a certificate dated as of the applicable Extension Date from the Borrower Company signed by an Authorized Officer authorized officer of the Borrower Company (A) certifying the accuracy of the foregoing clauses (i) and (ii) and (B) certifying and attaching the resolutions adopted by the Borrower Company approving or consenting to such extension. (g) It is understood and agreed that the Existing Termination Date of each Non-Extending Bank shall remain unchanged and the repayment of all obligations owed to them pursuant to this Agreement and any related Credit Documents and the termination of their Commitments shall occur on the then Existing Termination Date without giving effect to such extension request. (h) On the Termination Date of each Non-Extending LenderBank, (i) the Revolving Credit Commitment of each Non-Extending Lender Bank shall automatically terminate and (ii) the Borrower Company shall repay such Non-Extending Lender Bank in accordance with Section 2.06 2.2 (and shall pay to such Non-Extending Lender Bank all of the other obligations Obligations owing to it under this Agreement) and after giving effect thereto shall prepay any Revolving Advances Loans outstanding on such date (and pay any additional amounts required pursuant to Section 2.024.4) to the extent necessary to keep outstanding Revolving Advances Loans ratable with any revised Ratable Share Pro Rata Shares of the respective Lenders Banks effective as of such date, and the Agent shall administer any necessary reallocation of the outstanding Advances Outstanding Credit Exposures (without regard to any minimum borrowing, pro rata borrowing and/or pro rata payment requirements contained elsewhere in this Agreement). (hi) This Section shall supersede any provisions in Section 2.02 10.1 or Section 8.01 12.11 to the contrary.

Extension of Termination Date. (a) The Borrower may at any time from time to time not more than ninety (90) days and not less than thirty (30) days prior to any anniversary of the Effective Datemay, by notice delivery of written requests (each, a “Termination Date Extension Request”) to the Administrative Agent (who which shall promptly notify deliver a copy to each of the Lenders) not later less than 10 Business Days 60 days prior to the date on which the Lenders are requested to respond thereto (each such date, a “Lender Notice Stated Termination Date”), request that each Lender the Lenders extend the Stated Termination Date for an additional period of at least one year; provided, that (each such date on which such extension occurs, an “Extension Date”i) such Lender’s request shall be made to all Lenders on the same terms and (ii) one Facility may be extended even if each of the other Facilities are not also extended pursuant to such request. Such Termination Date Extension Request shall set forth (A) any changes to interest rate margins, fees or other pricing that will apply to the date extensions of credit by the Lenders that is one year elect to agree to such Termination Date Extension Request (which may be higher or lower than those that apply before giving effect to such Termination Date Extension Request) and (B) any covenants or other terms that will apply solely to any period after the latest Stated Termination Date then (if any) applicable to any Lenders that elect to agree to such Termination Date Extension Request. Other than the extended Stated Termination Date and the changes described in clauses (A) and (B) of the immediately preceding sentence, the terms applicable to the Lenders that elect to agree to such Termination Date Extension Request shall be identical to those that applied before giving effect for such Lender (the “Existing Termination Date”)thereto. (b) Each Lender, acting in its sole the Administrative Agent and individual discretion, each Issuing Bank shall, by notice to the Borrower and the Administrative Agent given not later than the applicable Lender Notice 15th day after the date of the Administrative Agent’s receipt of the Borrower’s Termination Date Extension Request (or such other date as the Borrower and the Administrative Agent may agree; such date, the “Extension Date”), advise the Agent Borrower whether or not such Lender it agrees to such the requested extension (each Lender that determines and each of the Administrative Agent and each Issuing Bank agreeing to so extend its Termination Datea requested extension being called a “Consenting Party”, an and each Lender, the Administrative Agent and each Issuing Bank declining to agree to a requested extension being called a “Extending LenderDeclining Party”). Each The Administrative Agent shall use reasonable efforts to contact each Lender that determines not and Issuing Bank to so extend its obtain a prompt response to the Termination Date (a “Non-Extending Lender”) shall notify the Extension Request. Any Lender or Administrative Agent of such fact promptly after such determination (but in any event no later than the Lender Notice Date), and any Lender or each Issuing Bank that does has not so advise advised the Borrower and the Administrative Agent on or before the Lender Notice by such Extension Date shall be deemed to be a Non-Extending Lender. The election of any Lender have declined to agree to such extension and shall not obligate any other Lender to so agree, and it is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for extension of the Termination Datebe a Declining Party. (c) The Stated Termination Date shall, as to each Consenting Party, be extended to the date requested in the Termination Date Extension Request. The decision to agree or withhold agreement to any Termination Date Extension Request shall be at the sole discretion of each Lender and shall not require the consent of the Administrative Agent or any Issuing Bank; provided, that (i) the consent of the Administrative Agent and each Issuing Bank shall promptly notify be required for such Person to continue its respective obligations and duties under the Loan Documents (but not for the extension of the Stated Termination Date), (ii) the obligations and duties under the Loan Documents of the Administrative Agent or each Issuing Bank, as applicable who does not consent to the requested extension shall terminate on the Stated Termination Date in effect prior to any such extension (such Stated Termination Date being called the “Original Stated Termination Date”) (and for the purposes of the second sentence of Section 3.1, the Original Stated Termination Date shall govern the permitted expiry date of any Letter of Credit issued by such Issuing Bank) and (iii) the Borrower and the Consenting Parties shall have the right to appoint a successor Administrative Agent or Issuing Bank to replace any such Person that does not consent to continue its respective obligations and duties under the Loan Documents in connection with such extension. The Commitment of each Lender’s determination under any Lender that is a Declining Party shall terminate on the Original Stated Termination Date. The principal amount of any outstanding Loans made by a Declining Party, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the account of such Declining Party hereunder, shall be due and payable on the Original Stated Termination Date, and on the Original Stated Termination Date the Borrower shall also make such other prepayments of Loans pursuant to Section 2.3 or 2.7, as applicable, as shall be required in order that, after giving effect to the termination of the Commitments of, and all payments to, Declining Parties pursuant to this Sectionsentence, the total Aggregate Exposure of all Lenders would not exceed the total Commitments of all Lenders. (d) The Notwithstanding the foregoing provisions of this Section 2.23, the Borrower shall have the right, but shall not be obligatedpursuant to Section 4.7, on at any time prior to the Original Stated Termination Date, to replace a Declining Party with a bank or before other financial institution that will agree to the applicable Termination Date for any Non-Extending Extension Request (provided that each such bank or other financial institution, if not already a Lender (or an Affiliate of a Lender) hereunder, shall be reasonably acceptable to replace such Non-Extending Lender withthe Administrative Agent), and add as “Lenders” under this Agreement in place thereof, one or more financial institutions that are Eligible Assignees (each, an “Additional Commitment Lender”) approved by the Agent, each Issuing Bank and the Swingline Lender in accordance with the procedures provided in Section 8.07, each of which Additional Commitment Lenders shall have entered into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 8.07, with the Borrower obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Commitment Lenders shall, effective on or before the Termination Date for such Non-Extending Lender, assume a Revolving Credit Commitment (and, if any such Additional Commitment Lender is already replacement Person shall for all purposes constitute a Lender, its Revolving Credit Commitment shall be in addition to such Lender’s Revolving Credit Commitment hereunder on such date). The Agent may effect such amendments to this Agreement as are reasonably necessary to provide for any such extensions with the consent of the Borrower but without the consent of any other LendersConsenting Party. (e) If (and only if) the total of the Revolving Credit Commitments of the Lenders that have agreed to extend their Termination Date and the additional Revolving Credit Commitments of the Additional Commitment Lenders is more than 50% of the aggregate amount of the Revolving Credit Commitments in effect immediately prior to the applicable Extension Date, then, effective as of the applicable Extension Date, the Termination Date of each Extending Lender and of each Additional Commitment Lender shall be extended to the date that is one year after the Existing Termination Date (except that, if such date is not a Business Day, such Termination Date as so extended shall be the next preceding Business Day) and each Additional Commitment Lender shall thereupon become a “Lender” for all purposes of this Agreement and shall be bound by the provisions of this Agreement as a Lender hereunder and shall have the obligations of a Lender hereunder. (f) Notwithstanding the foregoing, (x) no more than two (2) extensions of the Termination Date shall be permitted hereunder and (y) any extension of any Termination Date pursuant to this Section 2.21 shall not be effective with respect to any Extending Lender unless as of the applicable Extension Date and immediately after giving effect thereto: (i) there shall exist no Default; (ii) the representations and warranties made by the Borrower contained herein shall be true and correct; and (iii) the Agent shall have received a certificate from the Borrower signed by an Authorized Officer of the Borrower (A) certifying the accuracy of the foregoing clauses (i) and (ii) and (B) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such extension. (g) On the Termination Date of each Non-Extending Lender, (i) the Revolving Credit Commitment of each Non-Extending Lender shall automatically terminate and (ii) the Borrower shall repay such Non-Extending Lender in accordance with Section 2.06 (and shall pay to such Non-Extending Lender all of the other obligations owing to it under this Agreement) and after giving effect thereto shall prepay any Revolving Advances outstanding on such date (and pay any additional amounts required pursuant to Section 2.02) to the extent necessary to keep outstanding Revolving Advances ratable with any revised Ratable Share of the respective Lenders effective as of such date, and the Agent shall administer any necessary reallocation of the outstanding Advances (without regard to any minimum borrowing, pro rata borrowing and/or pro rata payment requirements contained elsewhere in this Agreement). (h) This Section 2.19 shall supersede any provisions in Section 2.02 or Section 8.01 Sections 11.1 and 11.6 to the contrary.

Extension of Termination Date. (a) The Borrower may at any time from time to time not more than ninety (90) days and not less than thirty (30) days prior to any anniversary of the Effective DateBorrowers may, by notice to the Administrative Agent in the form of Exhibit C hereto (who which shall promptly notify deliver a copy to each of the Lenders) not later less than 10 Business Days 45 days and not more than 60 days prior to the date on which the Lenders are requested to respond thereto (each such date, a “Lender Notice Date”), request that each Lender extend (each such date on which such extension occurs, an “Extension Date”) such Lender’s Termination Date to the date that is one year after the Termination Date then in effect for such Lender (the “"Existing Termination Date”"). (b) , request that the Lenders extend the Termination Date for an additional 364 days from the Existing Termination Date. Each Lender, acting in its sole and individual discretion, Lender shall, by notice to the Borrowers and the Administrative Agent given not later less than 20 and not more than 30 days prior to the applicable Lender Notice Existing Termination Date, advise the Agent Borrowers whether or not such Lender agrees to such extension (each Lender that determines to so extend its Termination Date, an “Extending Lender”). Each Lender that determines not to so extend its Termination Date (a “Non-Extending Lender”) shall notify the Agent of such fact promptly after such determination (but in any event no later than the Lender Notice Date), and any Lender that does not so advise the Agent Borrowers on or before the Lender Notice Date later of such days shall be deemed to be a Non-Extending Lender. The election of any Lender to have advised the Borrowers that it will not agree to such extension shall not obligate any other Lender to so agree, and it is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for extension of the Termination Dateextension). (c) The Agent shall promptly notify the Borrower of each Lender’s determination under this Section. (db) The Borrower shall have the right, but shall not be obligated, on or before the applicable Existing Termination Date, to require any Lender which shall have advised or been deemed to advise the Borrower that it will not agree to an extension of the Termination Date for any (each a "Non-Extending Lender Lender") to replace such Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more financial institutions that are Eligible Assignees (each, an “Additional Commitment Lender”) approved by the Agent, each Issuing Bank and the Swingline Lender in accordance with the procedures provided in Section 8.07, each of which Additional Commitment Lenders shall have entered into an Assignment and Assumption transfer without recourse (in accordance with and subject to the restrictions contained in Section 8.079.04) all its interests, with rights and obligations under this Agreement to one or more other banks or other financial institutions (any such bank or other financial institution being called a "Substitute Lender"), which may include any Lender; provided that (i) such Substitute Lender, if not already a Lender hereunder, shall have been approved by the Administrative Agent (which approval shall not be unreasonably withheld) and shall execute all such documentation as the Administrative Agent shall specify to evidence its status as a Lender hereunder, (ii) such assignment shall become effective as of the Existing Termination Date and (iii) the Borrower obligated or such Substitute Lender shall pay to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant Lender in immediately available funds on the effective date of such assignment the principal of and interest accrued to which such Additional Commitment Lenders shall, effective the date of payment on the Loans made by it hereunder and all other amounts accrued for its account or before the Termination Date for such Non-Extending Lender, assume a Revolving Credit Commitment (and, if any such Additional Commitment Lender is already a Lender, its Revolving Credit Commitment shall be in addition owed to such Lender’s Revolving Credit Commitment hereunder on such date). The Agent may effect such amendments to this Agreement as are reasonably necessary to provide for any such extensions with the consent of the Borrower but without the consent of any other Lendersit hereunder. (ec) If (and only if) the total Lenders (including Substitute Lenders) holding Commitments that represent at least 66 2/3% of the Revolving Credit Commitments of Total Commitment on the Lenders that 60th day prior to the Existing Termination Date shall have agreed to extend their the Existing Termination Date and (the additional Revolving Credit Commitments of the Additional Commitment Lenders is more than 50% of the aggregate amount of the Revolving Credit Commitments in effect immediately prior to the applicable Extension Date"Continuing Lenders"), then, effective as of the applicable Extension Date, then the Termination Date of each Extending Lender and of each Additional Commitment Lender shall be extended to the date that is one year 364 days after the Existing Termination Date (except thatprovided, that if such date is not a Business Day, such then the Termination Date as so extended shall be extended to the next preceding Business Day). The decision to agree or withhold agreement to any extension of the Termination Date hereunder shall be at the sole discretion of each Lender. The Commitment of each Non-Extending Lender (after giving effect to each transfer and assignment pursuant to paragraph (b) and each Additional above) shall terminate, any accrued Facility Fee on the amount of the Commitment of such Non-Extending Lender shall thereupon be paid on the Existing Termination Date and all Loans of such Non-Extending Lender shall become a “Lender” for due and payable, together with all purposes of this Agreement interest accrued thereon and shall be bound by the provisions of this Agreement as a Lender hereunder and shall have the obligations of a all other amounts owed to such Lender hereunder. (f) , on the Maturity Date in effect prior to the extension of the Existing Termination Date. Notwithstanding the foregoing, (x) no more than two (2) extensions extension of the Termination Date shall be permitted hereunder and (y) any extension of any Termination Date pursuant to this Section 2.21 shall not be effective with respect to any Extending Lender unless unless, on and as of the applicable Extension Date Existing Termination Date, the conditions set forth in paragraphs (b) and immediately after giving effect thereto: (ic) there shall exist no Default; (ii) the representations and warranties made by the Borrower contained herein of Section 4.01 shall be true satisfied (with all references in such paragraphs to a Credit Event being deemed to be references to such extension) and correct; and (iii) the Agent shall have received a certificate from to that effect, dated the Borrower signed Existing Termination Date and executed by an Authorized a Responsible Officer of the Borrower (A) certifying the accuracy of the foregoing clauses (i) and (ii) and (B) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such extensionBorrower. (g) On the Termination Date of each Non-Extending Lender, (i) the Revolving Credit Commitment of each Non-Extending Lender shall automatically terminate and (ii) the Borrower shall repay such Non-Extending Lender in accordance with Section 2.06 (and shall pay to such Non-Extending Lender all of the other obligations owing to it under this Agreement) and after giving effect thereto shall prepay any Revolving Advances outstanding on such date (and pay any additional amounts required pursuant to Section 2.02) to the extent necessary to keep outstanding Revolving Advances ratable with any revised Ratable Share of the respective Lenders effective as of such date, and the Agent shall administer any necessary reallocation of the outstanding Advances (without regard to any minimum borrowing, pro rata borrowing and/or pro rata payment requirements contained elsewhere in this Agreement). (h) This Section shall supersede any provisions in Section 2.02 or Section 8.01 to the contrary.

Extension of Termination Date. (a) The Borrower So long as no Event of Default has occurred and is continuing, the Company may request at any time and from time to time not more than ninety (90) days and not less than thirty (30) days prior to any anniversary of time, in a notice substantially in the Effective Date, by notice form attached hereto as Exhibit E or in such other form as shall be acceptable to the Administrative Agent (an “Termination Date Extension Request”) provided to the Administrative Agent, who shall promptly notify forward such notice to each of the Lenders) not later than 10 Business Days prior to , that the date on which the Lenders are requested to respond thereto (each such date, a “Lender Notice Date”), request that each Lender extend (each such date on which such extension occurs, an “Extension Date”) such Lender’s then-applicable Termination Date to the date that is one year after the Termination Date then in effect for such Lender (the “Existing Termination Date”). (b) Each Lender, acting in its sole and individual discretion, shall, by notice to the Agent given not later than the applicable Lender Notice Date, advise the Agent whether or not such Lender agrees to such extension (each Lender that determines to so extend its Termination Date, an “Extending Lender”). Each Lender that determines not to so extend its Termination Date (a “Non-Extending Lender”) shall notify the Agent of such fact promptly after such determination (but in any event no later than the Lender Notice Date), and any Lender that does not so advise the Agent on or before the Lender Notice Date 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 so agree, and it is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for extension of the Termination Date. (c) The Agent shall promptly notify the Borrower of each Lender’s determination under this Section. (d) The Borrower shall have the right, but shall not be obligated, on or before the applicable Termination Date for any Non-Extending Lender to replace such Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more financial institutions that are Eligible Assignees (each, an “Additional Commitment Lender”) approved by the Agent, each Issuing Bank and the Swingline Lender in accordance with the procedures provided in Section 8.07, each of which Additional Commitment Lenders shall have entered into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 8.07, with the Borrower obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Commitment Lenders shall, effective on or before the Termination Date for such Non-Extending Lender, assume a Revolving Credit Commitment (and, if any such Additional Commitment Lender is already a Lender, its Revolving Credit Commitment shall be in addition to such Lender’s Revolving Credit Commitment hereunder on such date). The Agent may effect such amendments to this Agreement as are reasonably necessary to provide for any such extensions with the consent of the Borrower but without the consent of any other Lenders. (e) If (and only if) the total of the Revolving Credit Commitments of the Lenders that have agreed to extend their Termination Date and the additional Revolving Credit Commitments of the Additional Commitment Lenders is more than 50% of the aggregate amount of the Revolving Credit Commitments in effect immediately prior to the applicable Extension Date, then, effective as of the applicable Extension Date, the Termination Date of each Extending Lender and of each Additional Commitment Lender shall be extended to the date that is one year after such Existing Termination Date (each such date, a “Requested Termination Date”); provided that (i) the Company may request such an extension no more than two times after the Closing Date and (ii) any Requested Termination Date shall not be later than the date that is five years after the proposed Extension Effectiveness Date. Each Lender, acting in its sole discretion, shall, not later than a date 20 days after its receipt of any Termination Date Extension Request, notify the Company and the Administrative Agent in writing of its election to extend or not to extend the Existing Termination Date with respect to its Commitment. Any Lender which shall not timely notify the Company and the Administrative Agent of its election to extend the Existing Termination Date shall be deemed not to have elected to extend the Existing Termination Date with respect to its Commitment (except thatany 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 a “Terminating Lender”). No Lender shall have any obligation to extend the Existing Termination Date without such Lender’s written consent, which may be withheld in such Xxxxxx’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 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 Termination Date Extension 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 as so extended shall be the next preceding Business DayDay and (ii) the Commitments of the Terminating Lenders shall continue until the then-applicable Existing Termination Date, and shall then terminate, and as to the Terminating Lenders, the term “Termination Date”, as used herein, shall continue to mean such Existing Termination Date. Upon the effectiveness of any extension of the Existing Termination Date pursuant to this Section 2.09, the Administrative Agent shall promptly notify (A) the Lenders and the Borrowers of such extension and (B) the Company and the Lenders of any Lender which becomes a Terminating Lender (the date as of which any such extension becomes effective being referred to herein as an “Extension Effectiveness Date”). (c) As a condition precedent to any such extension of the Termination Date on any Extension Effectiveness Date, the Administrative Agent shall have received a certificate of the Company dated as of such Extension Effectiveness Date and signed by a Responsible Officer of the Company (i) certifying and attaching the resolutions adopted by the Company approving or consenting to such extension, and (ii) certifying that the conditions set forth in Section 3.02(a) and (b) shall be satisfied (with all references in such subsections to a Credit Extension being deemed to be references to such extension). (d) In the event that the Termination Date shall have been extended for the Continuing Lenders in accordance with Section 2.09(a) above and, in connection with such extension, there are Terminating Lenders, the Company may, at its own expense and in its sole discretion and prior to the then-applicable Existing Termination Date, require any Terminating Lender to transfer and assign, without recourse (in accordance with Section 9.08) all or part of its interests, rights and obligations under this Agreement to an assignee (which assignee may be another Lender, if another Lender accepts such assignment) that shall assume such assigned obligations and that shall agree that its Commitment will expire on the Termination Date in effect for Continuing Lenders pursuant to Section 2.09(a); provided, however, that (i) the Company shall have received the prior written consent (which consents shall not unreasonably be withheld or delayed) of each Additional Commitment L/C Issuer and the Swing Line Lender and, in the case of an assignee that is not a Lender, of the Administrative Agent, (ii) the assigning Lender shall thereupon become a “Lender” for have received from the Company, the Co-Borrower or such assignee full payment in immediately available funds of the principal of and interest accrued to the date of such payment on the Loans made by it hereunder to the extent that such Loans are subject to such assignment and all purposes other amounts owed to it hereunder, and (iii) if the assigning Lender is an L/C Issuer, it shall have received cash collateral as required by Section 2.09(e) or it shall have entered into other arrangements with the Company that are satisfactory to such L/C Issuer with respect to any outstanding Letters of this Agreement and Credit issued by it. Any such assignee’s initial Termination Date shall be bound by the provisions Termination Date in effect for the Continuing Lenders at the time of this Agreement such assignment. Any assignee which becomes a Lender as a Lender hereunder result of such an assignment made pursuant to this Section 2.09(d) shall be deemed to have consented to the applicable Termination Date Extension Request and, therefore, shall not be a Terminating Lender. (e) On the Existing Termination Date, each Borrower shall repay in full all Revolving Loans owed by it to any Terminating Lender, together with accrued interest and shall have the obligations of a Lender hereunderall other amounts then due and owing thereon. (f) In the event that any L/C Issuer is a Terminating Lender, the provisions of Section 2.02(g) shall apply with respect to such L/C Issuer as if the Existing Termination Date were the Termination Date. (g) Each Continuing Lender shall automatically (without any further action) and ratably acquire, on the Existing Termination Date, each Terminating Lender’s participations in Letters of Credit and Swing Line Loans, in an amount equal to such Continuing Lender’s Percentage of the amount of such participations, but only to the extent that such acquisition does not cause, with respect to any Continuing Lender, the aggregate unpaid principal amount of all Revolving Loans of such Lender, plus such Lender’s Percentage of the L/C Obligations then outstanding, plus such Lender’s Percentage of the aggregate principal amount of all Swing Line Loans then outstanding, to exceed such Continuing Lender’s Commitments as in effect at such time. (h) If the acquisition of the Terminating Lender’s participations in Letters of Credit and Swing Line Loans described in the preceding clause (g) cannot, or can only partially, be effected, the Borrower shall prepay Swing Line Loans and, if necessary, Cash Collateralize the L/C Obligations by the amount, if any, necessary to reduce the Total Outstandings to the amount to which the Total Commitments are reduced on the Existing Termination Date. The amount of Cash Collateral provided by the Borrower in accordance with this clause (h) shall reduce the Terminating Lenders’ Percentage of the outstanding amount of L/C Obligations (after giving effect to any partial acquisition pursuant to the preceding clause (g)) on a pro rata basis; and on the Existing Termination Date, each Terminating Lender’s Commitment to make Revolving Loans, purchase participations in Swing Line Loans, and purchase participations in L/C Obligations with respect to Letters of Credit issued after its Existing Termination Date shall terminate. (i) Notwithstanding the foregoing, (x) no more than two (2) extensions of the Termination Date shall be permitted hereunder and (y) any extension of any Termination Date pursuant to this Section 2.21 2.09 and any release of a Terminating Lender’s obligations in respect of outstanding L/C Obligations and Swing Line Loans shall not be effective with respect to any Extending Lender unless as of the applicable Extension Date and immediately after giving effect theretounless: (i) there the Borrowers shall exist no Defaulthave made all payments required pursuant to clause (e) of this Section 2.09 and Section 2.07(b); (ii) the representations and warranties made Administrative Agent shall have received any Cash Collateral required to be paid by the Borrower contained herein shall be true Borrowers pursuant to Section 2.02(g) and correctSection 2.07(b); and (iii) the Agent each L/C Issuer shall have received a certificate from the Borrower signed by an Authorized Officer of the Borrower (A) certifying the accuracy of the foregoing clauses (i) and (ii) and (B) certifying and attaching the resolutions adopted such cash collateral as is required to be paid by the Borrower approving or consenting to such extension. (g) On the Termination Date of each Non-Extending Lender, (i) the Revolving Credit Commitment of each Non-Extending Lender shall automatically terminate and (ii) the Borrower shall repay such Non-Extending Lender in accordance with Section 2.06 (and shall pay to such Non-Extending Lender all of the other obligations owing to it under this Agreement) and after giving effect thereto shall prepay any Revolving Advances outstanding on such date (and pay any additional amounts required Company pursuant to clause (f) of this Section 2.02) to 2.09 or shall have entered into other satisfactory arrangements with the extent necessary to keep outstanding Revolving Advances ratable Company with any revised Ratable Share of the respective Lenders effective as of such date, and the Agent shall administer any necessary reallocation of the outstanding Advances (without regard respect to any minimum borrowing, pro rata borrowing and/or pro rata payment requirements contained elsewhere in this Agreement)outstanding Letters of Credit issued by such L/C Issuer. (h) This Section shall supersede any provisions in Section 2.02 or Section 8.01 to the contrary.

Extension of Termination Date. (a) The Borrower may at any time from time to time not more than ninety (90) days and not less than thirty (30) days prior to any anniversary of the Effective Date, by notice to the Agent (who shall promptly notify the Lenders) not later than 10 Business Days prior to the date on which the Lenders are requested to respond thereto (each such date, a “Lender Notice Date”), request that each Lender extend (each such date on which such extension occurs, an “Extension Date”) such Lender’s Termination Date to the date that is one year after the Termination Date then in effect for such Lender (the “Existing Termination Date”). (b) Each Lender, acting in its sole and individual discretion, shall, by notice to the Agent given not later than the applicable Lender Notice Date, advise the Agent whether or not such Lender agrees to such extension (each Lender that determines to so extend its Termination Date, an “Extending Lender”). Each Lender that determines not to so extend its Termination Date (a “Non-Extending Lender”) shall notify the Agent of such fact promptly after such determination (but in any event no later than the Lender Notice Date), and any Lender that does not so advise the Agent on or before the Lender Notice Date 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 so agree, and it is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for extension of the Termination Date. (c) The Agent shall promptly notify the Borrower of each Lender’s determination under this Section. (d) The Borrower shall have the right, exercisable no more than twice, to request an extension of the current Termination Date by one year. The Borrower may exercise such right only by executing and delivering to the Agent at least 60 days, but no more than 90 days, prior to any anniversary of the Closing Date commencing with the first anniversary thereof (the “Extension Date”), a written request for such extension (an “Extension Request”). The Agent shall forward to each Lender a copy of the Extension Request delivered to the Agent promptly upon receipt thereof. Borrower understands that this Section has been included in this Agreement for Borrower’s convenience in requesting an extension and acknowledges that none of Lenders nor Agent has promised (either expressly or impliedly), nor has any obligation or commitment whatsoever, to extend the Termination Date at any time. If the Required Lenders shall have notified Agent on or prior to the date which is 30 days prior to the Extension Date that they accept such Extension Request, then, subject to the following conditions on the Extension Date (i) no Default or Event of Default shall exist and (ii) the representations and warranties made or deemed made by the Borrower in the Loan Documents, shall be true and correct in all material respects on and as of the date of such extension with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents, the Termination Date shall be extended for one year with respect to the Commitment of each Lender accepting such Extension Request. If any Lender shall not have notified Agent on or prior to the date which is 30 days prior to the Extension Date that it accepts such Extension Request (or it expressly rejects such Extension Request), then the Termination Date shall not be obligatedextended with respect to the Commitment of such rejecting Lender (each such Lender a “Rejecting Lender”). The Agent shall promptly notify Borrower whether the Extension Request has been accepted or rejected as well as which Lender or Lenders rejected Borrower’s Extension Request. (b) Notwithstanding the preceding subsection, on or before if the applicable Termination Date for any Non-Extending Borrower receives notification from the Agent that an Extension Request has been rejected by a Rejecting Lender to replace such Non-Extending Lender with(a “Notice of Rejection”), and add as “Lenders” under this Agreement in place thereofprovided that the aggregate amount of Commitments of the Rejecting Lenders does not exceed 50% of the aggregate amount of Commitments then outstanding, one or more financial institutions that are Eligible Assignees (eachthen the Borrower may, an “Additional Commitment Lender”) approved by at its sole expense and effort, upon prior written notice to such Rejecting Lender and the Agent, each Issuing Bank require such Rejecting Lender to assign and the Swingline Lender in accordance with the procedures provided in Section 8.07delegate, each of which Additional Commitment Lenders shall have entered into an Assignment and Assumption without recourse (in accordance with and subject to the restrictions contained in Section 8.077.05(b)), with the Borrower obligated all its interests, rights and obligations under this Agreement to pay any applicable processing or recordation fee) with an assignee that shall assume such Non-Extending obligations (which assignee may be another Lender, pursuant to which such Additional Commitment Lenders shall, effective on or before the Termination Date for such Non-Extending Lender, assume a Revolving Credit Commitment (and, if any such Additional Commitment Lender is already a Lender, its Revolving Credit Commitment shall be in addition to such Lender’s Revolving Credit Commitment hereunder on such date). The Agent may effect such amendments to this Agreement as are reasonably necessary to provide for any such extensions with the consent of the Borrower but without the consent of any other Lenders. (e) If (and only if) the total of the Revolving Credit Commitments of the Lenders that have agreed to extend their Termination Date and the additional Revolving Credit Commitments of the Additional Commitment Lenders is more than 50% of the aggregate amount of the Revolving Credit Commitments in effect immediately prior to the applicable Extension Date, then, effective as of the applicable Extension Date, the Termination Date of each Extending Lender and of each Additional Commitment Lender shall be extended to the date that is one year after the Existing Termination Date (except that, if such date is not a Business Day, such Termination Date as so extended shall be the next preceding Business Day) and each Additional Commitment Lender shall thereupon become a “Lender” for all purposes of this Agreement and shall be bound by the provisions of this Agreement as a Lender hereunder and shall have the obligations of a Lender hereunder. (f) Notwithstanding the foregoing, (x) no more than two (2) extensions of the Termination Date shall be permitted hereunder and (y) any extension of any Termination Date pursuant to this Section 2.21 shall not be effective with respect to any Extending Lender unless as of the applicable Extension Date and immediately after giving effect thereto: (i) there shall exist no Default; (ii) the representations and warranties made by the Borrower contained herein shall be true and correctaccepts such assignment); and (iii) the Agent shall have received a certificate from the Borrower signed by an Authorized Officer of the Borrower (A) certifying the accuracy of the foregoing clauses (i) and (ii) and (B) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such extension. (g) On the Termination Date of each Non-Extending Lender, provided that (i) the Revolving Credit Commitment Borrower shall have received the prior written consent of each Non-Extending Lender the Agent, which consent shall automatically terminate and not unreasonably be withheld, (ii) such Rejecting Lender shall have received payment of an amount equal to the Borrower shall repay such Non-Extending Lender in accordance with Section 2.06 (outstanding principal of its Loans, accrued interest thereon, accrued fees and shall pay to such Non-Extending Lender all of the other obligations owing amounts payable to it under this Agreement) and after giving effect thereto shall prepay any Revolving Advances outstanding on such date hereunder, from the assignee (and pay any additional amounts required pursuant to Section 2.02) to the extent necessary to keep outstanding Revolving Advances ratable with any revised Ratable Share of the respective Lenders effective as of such date, outstanding principal and accrued interest and fees) or the Agent shall administer any necessary reallocation Borrower (in the case of the outstanding Advances all other amounts) and (without regard to any minimum borrowing, pro rata borrowing and/or pro rata payment requirements contained elsewhere in this Agreement). (hiii) This Section shall supersede any provisions in Section 2.02 or Section 8.01 such assignee consents to the contraryExtension Request.

Extension of Termination Date. (a) The Borrower may at any time from time may, by written notice to time not more than ninety the Agent (90which shall promptly deliver a copy to each of the Lenders in the applicable Class) days and (i) not less than thirty (30) 45 days prior to any anniversary of the Effective Date, by notice to the Agent (who shall promptly notify the Lenders) and on not later more than 10 Business Days prior to the date on which the Lenders are requested to respond thereto (each such date, a “Lender Notice Date”)two occasions, request that each Lender the Revolving Lenders extend (each such date on which such extension occurs, an “Extension Date”) such Lender’s Termination Date to the date that is one year after the Termination Date then and the Revolving Commitments for an additional period of one year and (ii) not less than 45 days prior to any anniversary of the effective date of any applicable Incremental Term Loan Agreement, make unlimited requests that the applicable Series of Incremental Term Lenders extend the Incremental Term Loan Termination Date with respect to such Series for an additional period of one year. Each Lender in effect for such Lender (the “Existing Termination Date”). (b) Each Lender, acting in its sole and individual discretion, applicable Class shall, by notice to the Borrower and the Agent given not later than the applicable Lender Notice Date20th day after the date of the Agent’s receipt of the Borrower’s extension request, advise the Agent Borrower whether or not such Lender it agrees to such the requested extension (each such Lender that determines in the applicable Class agreeing to so extend its Termination Date, an a requested extension being called a “Extending Consenting Lender” and each such Lender in the applicable Class declining to agree to a requested extension being called a “Declining Lender”). Each Any Lender in the applicable Class that determines has not to so extend its Termination Date (a “Non-Extending Lender”) shall notify advised the Borrower and the Agent of by such fact promptly after such determination (but in any event no later than the Lender Notice Date), and any Lender that does not so advise the Agent on or before the Lender Notice Date day shall be deemed to be a Non-Extending Lender. The election of any Lender have declined to agree to such extension and shall not obligate any other Lender to so agree, and it is understood and agreed that no Lender be a Declining Lender. If (i) Revolving Lenders constituting the Required Revolving Lenders shall have any obligation whatsoever agreed to agree an extension request, then the Termination Date shall, as to any request made by the Borrower for extension Consenting Lenders in the applicable Class, be extended to the first anniversary of the Termination Date. Date theretofore in effect and (cii) The Agent shall promptly notify Incremental Term Lenders constituting the Borrower of each Lender’s determination under this Section. (d) The Borrower Required Incremental Term Lenders for such Series shall have the rightagreed to an extension request, but shall not be obligated, on or before then the applicable Termination Date for any Non-Extending Lender to replace such Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more financial institutions that are Eligible Assignees (each, an “Additional Commitment Lender”) approved by the Agent, each Issuing Bank and the Swingline Lender in accordance with the procedures provided in Section 8.07, each of which Additional Commitment Lenders shall have entered into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 8.07, with the Borrower obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Commitment Lenders shall, effective on or before the Incremental Term Loan Termination Date for such Non-Extending LenderSeries shall, assume a Revolving Credit Commitment (and, if any such Additional Commitment Lender is already a Lender, its Revolving Credit Commitment shall be in addition to such Lender’s Revolving Credit Commitment hereunder on such date). The Agent may effect such amendments to this Agreement as are reasonably necessary to provide for any such extensions with the consent of the Borrower but without the consent of any other Lenders. (e) If (and only if) the total of the Revolving Credit Commitments of the Lenders that have agreed to extend their Termination Date and the additional Revolving Credit Commitments of the Additional Commitment Lenders is more than 50% of the aggregate amount of the Revolving Credit Commitments in effect immediately prior to the applicable Extension Date, then, effective as of Consenting Lenders in the applicable Extension DateClass, the Termination Date of each Extending Lender and of each Additional Commitment Lender shall be extended to the date that is one year after first anniversary of the Existing applicable Incremental Term Loan Termination Date theretofore in effect. The decision to agree or withhold agreement to any Termination Date extension or Incremental Term Loan Termination Date extension, as applicable, shall be at the sole discretion of each Lender in the applicable Class. The Commitment and Advances of any Declining Lender in the applicable Class shall terminate and be payable in full on the Termination Date or Incremental Term Loan Termination Date, as applicable, in effect as to such Lender prior to giving effect to any such extension (except that, if such date is not a Business Day, such Termination Date as so extended shall be being called the next preceding Business Day) “Existing Termination Date” and each Additional Commitment Lender shall thereupon become a “Lender” for all purposes of this Agreement and shall be bound by the provisions of this Agreement as a Lender hereunder and shall have the obligations of a Lender hereunder. (f) Notwithstanding the foregoing, (x) no more than two (2) extensions of the Termination Date shall be permitted hereunder and (y) any extension of any Termination Date pursuant to this Section 2.21 shall not be effective with respect to any Extending Lender unless as of the applicable Extension Date and immediately after giving effect thereto: (i) there shall exist no Default; (ii) the representations and warranties made by the Borrower contained herein shall be true and correct; and (iii) the Agent shall have received a certificate from the Borrower signed by an Authorized Officer of the Borrower (A) certifying the accuracy of the foregoing clauses (i) and (ii) and (B) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such extension. (g) On the Termination Date of each Non-Extending Lender, (i) the Revolving Credit Commitment of each Non-Extending Lender shall automatically terminate and (ii) the Borrower shall repay such Non-Extending Lender in accordance with Section 2.06 (and shall pay to such Non-Extending Lender all of the other obligations owing to it under this Agreement) and after giving effect thereto shall prepay any Revolving Advances outstanding on such date (and pay any additional amounts required pursuant to Section 2.02) to the extent necessary to keep outstanding Revolving Advances ratable with any revised Ratable Share of the respective Lenders effective as of such date, and the Agent shall administer any necessary reallocation of the outstanding Advances (without regard to any minimum borrowing, pro rata borrowing and/or pro rata payment requirements contained elsewhere in this Agreement). (h) This Section shall supersede any provisions in Section 2.02 or Section 8.01 to the contrary.Incremental Term Loan

Extension of Termination Date. (a) The Borrower may at any time from time to time not more than ninety (90) days and not less than thirty (30) days prior to any anniversary of the Effective Datemay, by notice to the Administrative Agent (who which shall promptly notify the Lenders) not later than 10 Business Days prior to the date on which the Lenders are requested to respond thereto (each such date, a “Lender Notice Date”), request that each Lender extend (each such date on which such extension occurs, an “Extension Date”) the Commitment Termination Date of such Lender’s Termination Date to the date that is Commitment for an additional one year period after the Commitment Termination Date then in effect for such Lender Lender, effective as of a date selected by the Borrowers (the “Existing Termination Extension Effective Date”); provided, that (i) the Borrower may make no more than two such requests during the term of this Agreement (but may make such requests concurrently), (ii) in no event shall the extended Commitment Termination Date be more than five years after the Extension Effective Date, and (iii) the Extension Effective Date shall be at least 30 days, but not more than 45 days, after the date such extension request is received by the Administrative Agent. (b) Each Lender, acting in its sole and individual discretion, shall, by notice to the Administrative Agent given not later than the applicable date that is 20 days prior to the Extension Effective Date (the “Lender Extension Notice Date”), advise the Administrative Agent whether or not such Lender Xxxxxx agrees to such extension (each Lender that determines to so extend its Termination Date, an “Extending Lender”)extension. Each Lender that determines notifies the Administrative Agent that it is not to so extend its extending the Commitment Termination Date (a “Non-Extending Lender”) shall notify the Agent of such fact promptly after such determination (but in any event no later than the Lender Notice Date)for its Commitment, and any Lender that does not so advise respond to the Administrative Agent regarding an extension request on or before the Lender Extension Notice Date Date, shall be deemed to be a Non-Extending “Nonconsenting Lender”. The election of any Lender to agree to such extension shall not obligate any other Lender to so agree. The Commitment of any Nonconsenting Lender shall be terminated on the Commitment Termination Date then in effect for such Lender (without regard to any extension by other Lenders), and it is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by on such Commitment Termination Date, the Borrower for extension shall pay in full the unpaid principal amount of all Loans owing to such Nonconsenting Lender, together with all accrued and unpaid interest thereon, and all accrued and unpaid fees owing to such Nonconsenting Lender under this Agreement to the Termination Datedate of such payment of principal and all other amounts due to such Nonconsenting Lender under this Agreement. (c) The Administrative Agent shall promptly notify the Borrower of each Lender’s determination under this SectionSection no later than the date 15 days prior to the Extension Effective Date, or, if such date is not a Business Day, on the next preceding Business Day. (d) The Borrower shall have the right, but shall not be obligated, right on or before the applicable Termination date 10 days prior to the Extension Effective Date for any Non-Extending Lender to replace such Non-Extending each Nonconsenting Lender witheffective as of the applicable Extension Effective Date (i) with an existing Lender, and add and/or (ii) by adding as “Lenders” under this Agreement in place thereof, one or more financial institutions that are Eligible Assignees Persons (eacheach Lender in clauses (i) and (ii), an “Additional Commitment Lender”) approved by the Agent), in each Issuing Bank and the Swingline Lender in accordance case, with the procedures provided in Section 8.07approval of the Administrative Agent (which approval shall not be unreasonably withheld), each of which Additional Commitment Lenders shall have entered into an Assignment agreement in form and Assumption (in accordance with and subject substance satisfactory to the restrictions contained in Section 8.07, with Borrower and the Borrower obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, Administrative Agent pursuant to which such Additional Commitment Lenders Lender shall, effective on or before as of the Termination Date for such Non-Extending Lenderapplicable Extension Effective Date, assume undertake a Revolving Credit Commitment (and, if any such Additional Commitment Lender is already a Lender, its Revolving Credit Commitment shall be in addition to such Lender’s Revolving Credit Commitment hereunder on such date). The Agent may effect such amendments ; provided that the aggregate amount of the Commitments for all Additional Commitment Lenders shall be no more than the aggregate amount of the Commitments of all Nonconsenting Lenders; provided, further, that the existing Lenders shall have the right to this Agreement as are reasonably necessary increase their Commitments up to provide the amount of the Nonconsenting Lenders’ Commitments before the Borrowers shall have the right to substitute any other Person for any such extensions with the consent of the Borrower but without the consent of any other LendersNonconsenting Lender. (e) If (and only if) the total aggregate amount of the Revolving Credit Commitments of the Lenders that have agreed to extend their the Commitment Termination Date and the additional Revolving Credit for their Commitments, together with Commitments of the from Additional Commitment Lenders is replacing Commitments from Nonconsenting Lenders, shall be more than 50% of the aggregate amount of the Revolving Credit Commitments in effect immediately prior to the applicable Extension Date, then, effective as of the applicable Extension Dateall Commitments, the Commitment Termination Date of the Commitments of each Extending Lender agreeing to an extension and of each Additional Commitment Lender shall be extended to the date that is one year after the Existing Termination Date (except thatrequested date, if such date is not a Business Day, such Termination Date as so extended shall be the next preceding Business Day) and each Additional Commitment Lender shall thereupon become a “Lender” for all purposes of this Agreement and shall be bound by the provisions of this Agreement as a Lender hereunder and shall have the obligations of a Lender hereunder. (f) Agreement. Notwithstanding the foregoing, (x) no more than two (2) extensions the extension of the Commitment Termination Date shall be permitted hereunder and (y) for any extension of any Termination Date Lender’s Commitment pursuant to this Section 2.21 shall not be effective with respect to any Extending such Lender unless on the applicable Extension Effective Date, but only if (i) the following statements shall be true: (A) no event has occurred and is continuing, or would result from the extension of the Commitment Termination Date that constitutes an Event of Default or a Default and (B) the representations and warranties contained in Article IV are correct in all material respects on and as of the applicable Extension Date Effective Date, before and immediately after giving effect thereto: (i) there to such extension, as though made on and as of such date, except for those made specifically as of another date, in which case such representations and warranties shall exist no Default; be true as of such other date and (ii) on or prior to the representations and warranties made by applicable Extension Effective Date, the Borrower contained herein shall be true and correct; and (iii) the Administrative Agent shall have received the following, each dated the applicable Extension Effective Date and in form and substance satisfactory to the Administrative Agent: (x) a certificate from the Borrower signed by an Authorized of a Financial Officer of the Borrower to the effect that as of the applicable Extension Effective Date the statements set forth in clauses (A) certifying the accuracy of the foregoing clauses (i) and (ii) and (B) certifying and attaching above are true, (y) certified copies of the resolutions adopted by of the Board of Directors of the Borrower approving authorizing such extension and the performance of this Agreement on and after the applicable Extension Effective Date, and of all documents evidencing other necessary corporate actions or consenting governmental actions with respect to this Agreement and such extension of the Commitment Termination Date and (z) an opinion of counsel to the Borrowers, as to such extension. (g) On the Termination Date of each Non-Extending Lender, (i) the Revolving Credit Commitment of each Non-Extending Lender shall automatically terminate and (ii) the Borrower shall repay such Non-Extending Lender in accordance with Section 2.06 (and shall pay to such Non-Extending Lender all of the other obligations owing to it under this Agreement) and after giving effect thereto shall prepay any Revolving Advances outstanding on such date (and pay any additional amounts required pursuant to Section 2.02) matters related to the extent necessary to keep outstanding Revolving Advances ratable with any revised Ratable Share of foregoing as the respective Administrative Agent or the Lenders effective as of such date, and through the Administrative Agent shall administer any necessary reallocation of the outstanding Advances (without regard to any minimum borrowing, pro rata borrowing and/or pro rata payment requirements contained elsewhere in this Agreement)may reasonably request. (h) This Section shall supersede any provisions in Section 2.02 or Section 8.01 to the contrary.

Extension of Termination Date. (a) The Borrower may at any time from time to time not more than ninety seventy-five (9075) days and not less than thirty forty-five (3045) days prior to any anniversary of the Effective Date (other than the Termination Date), by notice to the Administrative Agent (who shall promptly notify the Lenders) not later than 10 Business Days prior to the date on which the Lenders are requested to respond thereto (each such date, a “Lender Notice Date”Banks), request that each Lender Bank extend (each such date on which such an extension occurs, an “Extension Date”) such LenderBank’s Termination Date to the date that is one year after the Termination Date then in effect for such Lender Bank (the “Existing Termination Date”). (b) Each LenderBank, acting in its sole and individual discretion, shall, by notice to the Administrative Agent given not later than the applicable Lender date that is fifteen (15) days after the date on which the Administrative Agent received the Borrower’s extension request (the “Bank Notice Date”), advise the Administrative Agent whether or not such Lender Bank agrees to such extension (each Lender Bank that determines to so extend its Termination Date, an “Extending LenderBank”). Each Lender Bank that determines not to so extend its Termination Date (a “Non-Extending LenderBank”) shall notify the Administrative Agent of such fact promptly after such determination (but in any event no later than the Lender Bank Notice Date), and any Lender Bank that does not so advise the Administrative Agent on or before the Lender Bank Notice Date shall be deemed to be a Non-Extending LenderBank. The election of any Lender Bank to agree to such extension shall not obligate any other Lender Bank to so agree, and it is understood and agreed that no Lender Bank shall have any obligation whatsoever to agree to any request made by the Borrower for extension of the Termination Date. (c) The Administrative Agent shall promptly notify the Borrower of each LenderBank’s determination under this Section. (d) The Borrower shall have the right, but shall not be obligated, on or before the applicable Termination Date for any Non-Extending Lender Bank to replace such Non-Extending Lender Bank with, and add as “LendersBanks” under this Agreement in place thereof, one or more financial institutions that are Eligible Assignees not Ineligible Institutions (each, an “Additional Commitment LenderBank”) approved by the Agent, each Issuing Bank Administrative Agent and the Swingline Lender Issuing Agents in accordance with the procedures provided in Section 8.07, 11.18 each of which Additional Commitment Lenders Banks shall have entered into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 8.0711.10(b), with the Borrower obligated to pay any applicable processing or recordation fee) with such Non-Extending LenderBank, pursuant to which such Additional Commitment Lenders Banks shall, effective on or before the applicable Termination Date for such Non-Extending LenderBank, assume a Revolving Credit Commitment (and, if any such Additional Commitment Lender Bank is already a LenderBank, its Revolving Credit Commitment shall be in addition to such LenderBank’s Revolving Credit 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 Administrative Agent and the Borrower (which notice shall set forth such Bank’s new Termination Date), to become an Extending Bank. The Administrative Agent may effect such amendments to this Agreement as are reasonably necessary to provide for any such extensions with the consent of the Borrower but without the consent of any other LendersBanks. (e) If (and only if) the total of the Revolving Credit Commitments of the Lenders Banks that have agreed to extend their Termination Date and the additional Revolving Credit new or increased Commitments of the any Additional Commitment Lenders Banks is more than 50% of the aggregate amount of the Revolving Credit Commitments in effect immediately prior to the applicable Extension Date, then, effective as of the applicable Extension Date, the Termination Date of each Extending Lender Bank and of each Additional Commitment Lender Bank shall be extended to the date that is one year after the Existing Termination Date (except that, if such date is not a Business Day, such Termination Date as so extended shall be the next preceding Business Day) and each Additional Commitment Lender Bank shall thereupon become a “LenderBank” for all purposes of this Agreement and shall be bound by the provisions of this Agreement as a Lender Bank hereunder and shall have the obligations of a Lender 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 five (5) years after such date of determination, whether such determination is made before or after giving effect to any extension request made hereunder. (f) Notwithstanding the foregoing, (x) no more than two (2) extensions of the Termination Date shall be permitted hereunder and (y) any extension of any Termination Date pursuant to this Section 2.21 2.15 shall not be effective with respect to any Extending Lender unless as 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: (i) there shall exist no Default; (ii) the representations and warranties made by of the Borrower contained herein shall be set forth in this Agreement are true and correctcorrect 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 (iii) the Administrative Agent shall have received a certificate dated as of the applicable Extension Date from the Borrower signed by an Authorized Officer Representative of the Borrower (A) certifying the accuracy of the foregoing clauses (i) and (ii) and (B) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such extension. (g) On the Termination Date of each Non-Extending LenderBank, (i) the Revolving Credit Commitment of each Non-Extending Lender Bank shall automatically terminate and (ii) the Borrower shall repay such Non-Extending Lender Bank in accordance with Section 2.06 4.1 (and shall pay to such Non-Extending Lender Bank all of the other obligations Obligations owing to it under this Agreement) and after giving effect thereto shall prepay any Revolving Advances Loans outstanding on such date (and pay any additional amounts required pursuant to Section 2.022.8) to the extent necessary to keep outstanding Revolving Advances Loans ratable with any revised Ratable Share Percentages of the respective Lenders Banks effective as of such date, and the Administrative Agent shall administer any necessary reallocation of the outstanding Advances Banks’ Revolving Loans and L/C Obligations (without regard to any minimum borrowing, pro rata borrowing and/or pro rata payment requirements contained elsewhere in this Agreement). (h) This Section shall supersede any provisions in Section 2.02 or Section 8.01 11.11 to the contrary.

Extension of Termination Date. (a) The Borrower may at any time and from time to time not more than ninety sixty (9060) days and not less than thirty (30) days prior to any anniversary of the Effective Date (other than the Termination Date), by notice to the Agent (who shall promptly notify the Lenders) not later than 10 Business Days prior to the date on which the Lenders are requested to respond thereto (each such date, a “Lender Notice Date”), request that each Lender extend (each such date on which such an extension occurs, an “Extension Date”) such Lender’s Termination Date to the date that is one year after the Termination Date then in effect for such Lender (the “Existing Termination Date”). (b) Each Lender, acting in its sole and individual discretion, shall, by notice to the Agent given not later than the applicable date that is ten (10) Business Days after the date on which the Agent received the Borrower’s extension request (the “Lender Notice Date”), advise the Agent whether or not such Lender agrees to such extension (each Lender that determines to so extend its Termination Date, an “Extending Lender”). Each Lender that determines not to so extend its Termination Date (a “Non-Extending Lender”) shall notify the Agent of such fact promptly after such determination (but in any event no later than the Lender Notice Date), and any Lender that does not so advise the Agent on or before the Lender Notice Date 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 so agree, and it is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for extension of the Termination Date. (c) The Agent shall promptly notify the Borrower of each Lender’s determination under this Section. (d) The Borrower shall have the right, but shall not be obligated, on or before the applicable Termination Date for any Non-Extending Lender to replace such Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more financial institutions that are Eligible Assignees not Ineligible Institutions (each, an “Additional Commitment Lender”) approved by the Agent, each Issuing Bank and the Swingline Lender Agent in accordance with the procedures provided in Section 8.072.10(c), each of which Additional Commitment Lenders shall have entered into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 8.07, with the Borrower 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 Lender, pursuant to which such Additional Commitment Lenders shall, effective on or before the applicable Termination Date for such Non-Extending Lender, assume a Revolving Credit Commitment (and, if any such Additional Commitment Lender is already a Lender, its Revolving Credit Commitment shall be in addition to such Lender’s Revolving Credit Commitment hereunder on such date). Prior to any Non-Extending Lender being replaced by one or more Additional Commitment Lenders pursuant hereto, such Non-Extending Lender may elect, in its sole discretion, by giving irrevocable notice thereof to the Agent and the Borrower (which notice shall set forth such Lender’s new Termination Date), to become an Extending Lender. 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 Borrower but without the consent of any other Lenders. (e) If (and only if) the total of the Revolving Credit Commitments of the Lenders that have agreed to extend their Termination Date and the additional Revolving Credit new or increased Commitments of the any Additional Commitment Lenders is more than 50% of the aggregate amount of the Revolving Credit Commitments in effect immediately prior to the applicable Extension Date, then, effective as of the applicable Extension Date, the Termination Date of each Extending Lender and of each Additional Commitment Lender shall be extended to the date that is one year after the then Existing Termination Date (except that, if such date is not a Business Day, such Termination Date as so extended shall be the next immediately preceding Business Day) and each Additional Commitment Lender shall thereupon become a “Lender” for all purposes of this Agreement and shall be bound by the provisions of this Agreement as a Lender hereunder and shall have the obligations of a Lender 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 five (5) years after such date of determination, whether such determination is made before or after giving effect to any extension request made hereunder. (f) Notwithstanding the foregoing, (x) no more than two (2) extensions of the Termination Date shall be permitted hereunder and (y) any extension of any Termination Date pursuant to this Section 2.21 2.18 shall not be effective with respect to any Extending Lender unless as 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: (i) there shall exist no Default; (ii) the representations and warranties made by of the Borrower contained herein shall be set forth in this Agreement are true and correctcorrect 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 (iii) the Agent shall have received a certificate dated as of the applicable Extension Date from the Borrower signed by an Authorized Officer authorized officer of the Borrower (A) certifying the accuracy of the foregoing clauses (i) and (ii) and (B) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such extension. (g) On the Termination Date of each Non-Extending Lender, (i) the Revolving Credit Commitment of each Non-Extending Lender shall automatically terminate and (ii) the Borrower shall repay such Non-Extending Lender in accordance with Section 2.06 2.05 (and shall pay to such Non-Extending Lender all of the other obligations Obligations owing to it under this Agreement) and after giving effect thereto shall prepay any Revolving Advances Loans outstanding on such date (and pay any additional amounts required pursuant to Section 2.028.04(c)) to the extent necessary to keep outstanding Revolving Advances Loans ratable with any revised Ratable Share Applicable Percentages of the respective Lenders effective as of such date, and the Agent shall administer any necessary reallocation of the outstanding aggregate principal amount of the Revolving Credit Advances at such time (without regard to any minimum borrowing, pro rata borrowing and/or pro rata payment requirements contained elsewhere in this Agreement). (h) This Section shall supersede any provisions in Section 2.02 2.14 or Section 8.01 to the contrary.

Extension of Termination Date. (a) The Borrower may at any time from time to time not more than ninety (90) days and not less than thirty (30) days prior to any anniversary of the Effective DateBorrowers may, by notice to the Administrative Agent (who which shall promptly notify deliver a copy to each of the LendersBanks) not earlier than 60 days and not later than 10 Business Days 45 days prior to the date on which the Lenders are requested to respond thereto (each such date, a “Lender Notice Date”), request that each Lender extend (each such date on which such extension occurs, an “Extension Date”) such Lender’s Termination Date to the date that is one year after the Termination Date then in effect for such Lender hereunder (the “Existing Termination Date”). , request that the Banks extend the Termination Date for an additional 364 days from the Consent Date (b) as defined below). Each LenderBank, acting in its sole and individual discretion, shall, by notice to the Borrowers and the Administrative Agent given not earlier than 30 days prior to the Existing Termination Date and not later than the applicable Lender Notice date that is 20 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 Borrowers and the Administrative Agent whether or not such Lender Bank agrees to such extension (extension; provided that each Lender that determines to so extend its Termination Date, an “Extending Lender”). Each Lender Bank that determines not to so extend its the Termination Date (a “Non-Extending LenderBank”) shall notify the Administrative Agent (who shall notify the Borrowers) of such fact promptly after such determination (but in any event no later than the Lender Notice Consent Date), ) and any Lender Bank that does not so advise the Agent Borrowers on or before the Lender Notice Consent Date shall be deemed to be a Non-Extending LenderBank. The election of any Lender Bank to agree to such extension shall not obligate any other Lender to so agree, and it is understood and agreed that no Lender shall have any obligation whatsoever Bank to agree to any request made by the Borrower for extension of the Termination Datesuch extension. (cb) The Agent shall promptly notify the Borrower of each Lender’s determination under this Section. (d) The Borrower Borrowers shall have the right, but shall not be obligated, right on or before the applicable Existing Termination Date for any to replace each Non-Extending Lender to replace such Non-Extending Lender Bank with, and otherwise add as “Lenders” under to this Agreement in place thereofAgreement, one or more financial institutions that are Eligible Assignees other commercial banks, which may include any Bank (each, prior to the Existing Termination Date, an “Additional Commitment LenderBank”) approved by the Agent, each Issuing Bank and the Swingline Lender in accordance with the procedures provided in Section 8.07, each approval of the Administrative Agent (which approval shall not be unreasonably delayed or withheld). Each Additional Commitment Lenders Bank shall have entered enter into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 8.07, with the Borrower obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, Acceptance pursuant to which such Additional Commitment Lenders Bank shall, effective on or before as of the Existing Termination Date for such Non-Extending LenderDate, assume undertake a Revolving Credit Commitment (and, an “Additional Commitment”) (if any such Additional Commitment Lender Bank is already a LenderBank, its Revolving Credit Additional Commitment shall be in addition to such LenderBank’s Revolving Credit Commitment hereunder on such date). The Agent may effect such amendments to this Agreement as are reasonably necessary to provide for any such extensions with the consent of the Borrower but without the consent of any other Lenders. (ec) If (and only if) Banks with Commitment Amounts that, in the total aggregate, together with the proposed Commitment Amounts of the Revolving Credit Commitments Additional Commitment Banks that will become effective on the Existing Termination Date, aggregate at least 75% of the Lenders that aggregate Commitment Amounts on the Consent Date shall have agreed to extend their the Existing Termination Date and the additional Revolving Credit Commitments of the Additional Commitment Lenders is more than 50% of the aggregate amount of the Revolving Credit Commitments in effect immediately prior to the applicable Extension Date, then, effective as of the applicable Extension Existing Termination Date, (i) the Existing Termination Date of each Extending Lender and of each Additional Commitment Lender shall be extended to the date that which is one year 364 days after the Existing Termination Consent Date (except thatprovided, if such date is not a Business Day, then such Termination Date as so extended shall be the next preceding Business Day), (ii) the aggregate Commitment Amounts shall equal the sum of the Commitments of the Banks (other than the Non-Extending Banks) and each the Additional Commitment Lender Banks and each (iii) Additional Commitment Bank shall thereupon become a “LenderBank” with a Commitment for all purposes of this Agreement and shall be bound by the provisions of this Agreement as a Lender hereunder and shall have the obligations of a Lender hereunderAgreement. (fd) Notwithstanding the foregoing, (x) no more than two (2) extensions the extension of the Existing Termination Date shall be permitted hereunder and (y) any extension of any Termination Date pursuant to this Section 2.21 shall not be effective with respect to any Extending Lender unless as of the applicable Extension Date and immediately after giving effect theretoBank unless: (i) there no Default or Event of Default shall exist no Defaulthave occurred and be continuing on the date of the notice requesting such extension, the Consent Date or the Existing Termination Date; (ii) each of the representations and warranties made by of the Borrower contained herein Borrowers in Article IV hereof shall be true and correctcorrect 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 (iii) the Agent shall have received a certificate from the Borrower signed by an Authorized Officer of the Borrower (A) certifying the accuracy of the foregoing clauses (i) and (ii) and (B) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such extension. (g) On the Termination Date of each Non-Extending LenderBank shall have been paid in full by the respective Borrowers all amounts owing to such Bank hereunder on or before the Existing Termination Date. Even if the Existing Termination Date is extended as provided in this Section 2.6, (i) the Revolving Credit Commitment of each Non-Extending Lender Bank shall automatically terminate and (ii) on the Borrower shall repay such Non-Extending Lender in accordance with Section 2.06 (and shall pay to such Non-Extending Lender all of the other obligations owing to it under this Agreement) and after giving effect thereto shall prepay any Revolving Advances outstanding on such date (and pay any additional amounts required pursuant to Section 2.02) to the extent necessary to keep outstanding Revolving Advances ratable with any revised Ratable Share of the respective Lenders effective as of such date, and the Agent shall administer any necessary reallocation of the outstanding Advances (without regard to any minimum borrowing, pro rata borrowing and/or pro rata payment requirements contained elsewhere in this Agreement)Existing Termination Date. (h) This Section shall supersede any provisions in Section 2.02 or Section 8.01 to the contrary.

Extension of Termination Date. The Seller may advise the Administrator (awhich shall promptly forward a copy to each Purchaser Agent) The Borrower may at any time from time in writing of its desire to time extend the Scheduled Facility Termination Date for each Group Commitment (or portion thereof), provided such request is made not more than ninety 90 days (90or such other number of days as to which the applicable Purchaser Agent shall consent) days prior to, and not less than thirty 60 days prior to, the next Scheduled Facility Termination Date. In the event that the Purchasers in such Purchaser Group are all agreeable to such extension, the related Purchaser Agent shall so notify the Seller and the Administrator in writing (30it being understood that the Purchasers may accept or decline such a request in their sole discretion and on such terms as they may elect) not less than 30 days prior to such next Scheduled Facility Termination Date and the Seller, the Administrator, the Purchaser Agents and the Purchasers shall enter into such documents as the Purchasers may deem necessary or appropriate to reflect such extension, and all reasonable costs and expenses incurred by the Purchasers, the Administrator and the Purchaser Agents in connection therewith (including reasonable attorneys’ fees and expenses) shall be paid by the Seller. In the event any anniversary of Purchaser in a Purchaser Group declines the Effective Daterequest for such extension, by notice to the Agent (who such Purchaser shall promptly so notify the Lenders) not later than 10 Business Days prior to related Purchaser Agent and the date on which the Lenders are requested to respond thereto (each such date, a “Lender Notice Date”), request that each Lender extend (each such date on which such extension occurs, an “Extension Date”) such Lender’s Termination Date to the date that is one year after the Termination Date then in effect for such Lender (the “Existing Termination Date”). (b) Each Lender, acting in its sole and individual discretion, shall, by notice to the Purchaser Agent given not later than the applicable Lender Notice Date, advise the Agent whether or not such Lender agrees to such extension (each Lender that determines to shall so extend its Termination Date, an “Extending Lender”). Each Lender that determines not to so extend its Termination Date (a “Non-Extending Lender”) shall notify the Agent Seller and the Administrator of such fact promptly after such determination (but in it being understood that if any event no later than the Lender Notice Date), and any Lender that such Purchaser Group does not so advise extend its Group Commitment hereunder or assign its obligations to new Purchasers (willing to extend such Facility Termination Date) in accordance with Section 12.1, then the Purchase Limit shall be reduced by an amount equal to that portion of the Commitment of such Exiting Purchasers with respect to which the Scheduled Facility Termination Date has occurred and the Commitment Percentages and Group Commitments of the Purchasers within each Purchaser Group shall be appropriately adjusted); provided that, the failure of such Purchaser to notify the Purchaser Agent on or before of the Lender Notice Date Purchaser Agent to notify the Seller or the Administrator of the determination to decline such extension shall not affect the understanding and agreement that the applicable Purchasers shall be deemed to be a Non-Extending Lender. The election of any Lender have refused to agree grant the requested extension in the event such Purchaser Agent fails to such extension shall not obligate any other Lender to so agree, and it is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for extension of the Termination Date. (c) The Agent shall promptly affirmatively notify the Borrower Seller, in writing, of each Lender’s determination under this Section. (d) The Borrower shall have their agreement to accept the right, but shall not be obligated, on or before the applicable Termination Date for any Non-Extending Lender to replace such Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more financial institutions that are Eligible Assignees (each, an “Additional Commitment Lender”) approved by the Agent, each Issuing Bank and the Swingline Lender in accordance with the procedures provided in Section 8.07, each of which Additional Commitment Lenders shall have entered into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 8.07, with the Borrower obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Commitment Lenders shall, effective on or before the Termination Date for such Non-Extending Lender, assume a Revolving Credit Commitment (and, if any such Additional Commitment Lender is already a Lender, its Revolving Credit Commitment shall be in addition to such Lender’s Revolving Credit Commitment hereunder on such date). The Agent may effect such amendments to this Agreement as are reasonably necessary to provide for any such extensions with the consent of the Borrower but without the consent of any other Lenders. (e) If (and only if) the total of the Revolving Credit Commitments of the Lenders that have agreed to extend their Termination Date and the additional Revolving Credit Commitments of the Additional Commitment Lenders is more than 50% of the aggregate amount of the Revolving Credit Commitments in effect immediately prior to the applicable Extension Date, then, effective as of the applicable Extension Date, the Termination Date of each Extending Lender and of each Additional Commitment Lender shall be extended to the date that is one year after the Existing Termination Date (except that, if such date is not a Business Day, such Termination Date as so extended shall be the next preceding Business Day) and each Additional Commitment Lender shall thereupon become a “Lender” for all purposes of this Agreement and shall be bound by the provisions of this Agreement as a Lender hereunder and shall have the obligations of a Lender hereunder. (f) Notwithstanding the foregoing, (x) no more than two (2) extensions of the Termination Date shall be permitted hereunder and (y) any extension of any Termination Date pursuant to this Section 2.21 shall not be effective with respect to any Extending Lender unless as of the applicable Extension Date and immediately after giving effect thereto: (i) there shall exist no Default; (ii) the representations and warranties made by the Borrower contained herein shall be true and correct; and (iii) the Agent shall have received a certificate from the Borrower signed by an Authorized Officer of the Borrower (A) certifying the accuracy of the foregoing clauses (i) and (ii) and (B) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such requested extension. (g) On the Termination Date of each Non-Extending Lender, (i) the Revolving Credit Commitment of each Non-Extending Lender shall automatically terminate and (ii) the Borrower shall repay such Non-Extending Lender in accordance with Section 2.06 (and shall pay to such Non-Extending Lender all of the other obligations owing to it under this Agreement) and after giving effect thereto shall prepay any Revolving Advances outstanding on such date (and pay any additional amounts required pursuant to Section 2.02) to the extent necessary to keep outstanding Revolving Advances ratable with any revised Ratable Share of the respective Lenders effective as of such date, and the Agent shall administer any necessary reallocation of the outstanding Advances (without regard to any minimum borrowing, pro rata borrowing and/or pro rata payment requirements contained elsewhere in this Agreement). (h) This Section shall supersede any provisions in Section 2.02 or Section 8.01 to the contrary.

Extension of Termination Date. (a) The Borrower may at any time and from time to time not more than ninety sixty (9060) days and not less than thirty (30) days prior to any anniversary of the Effective Date (other than the Termination Date), by notice to the Agent (who shall promptly notify the Lenders) not later than 10 Business Days prior to the date on which the Lenders are requested to respond thereto (each such date, a “Lender Notice Date”), request that each Lender extend (each such date on which such an extension occurs, an “Extension Date”) such Lender’s Termination Date to the date that is one year after the Termination Date then in effect for such Lender (the “Existing Termination Date”). (b) Each Lender, acting in its sole and individual discretion, shall, by notice to the Agent given not later than the applicable date that is ten (10) Business Days after the date on which the Agent received the Borrower’s extension request (the “Lender Notice Date”), advise the Agent whether or not such Lender agrees to such extension (each Lender that determines to so extend its Termination Date, an “Extending Lender”). Each Lender that determines not to so extend its Termination Date (a “Non-Extending Lender”) shall notify the Agent of such fact promptly after such determination (but in any event no later than the Lender Notice Date), and any Lender that does not so advise the Agent on or before the Lender Notice Date 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 so agree, and it is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for extension of the Termination Date. (c) The Agent shall promptly notify the Borrower of each Lender’s determination under this Section. (d) The Borrower shall have the right, but shall not be obligated, on or before the applicable Termination Date for any Non-Extending Lender to replace such Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more financial institutions that are Eligible Assignees not Ineligible Institutions (each, an “Additional Commitment Lender”) approved by the Agent, each Issuing Bank Agent and the Swingline Lender LC Issuers in accordance with the procedures provided in Section 8.072.10(c), each of which Additional Commitment Lenders shall have entered into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 8.07, with the Borrower 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 Lender, pursuant to which such Additional Commitment Lenders shall, effective on or before the applicable Termination Date for such Non-Extending Lender, assume a Revolving Credit Commitment (and, if any such Additional Commitment Lender is already a Lender, its Revolving Credit Commitment shall be in addition to such Lender’s Revolving Credit Commitment hereunder on such date). Prior to any Non-Extending Lender being replaced by one or more Additional Commitment Lenders pursuant hereto, such Non-Extending Lender may elect, in its sole discretion, by giving irrevocable notice thereof to the Agent and the Borrower (which notice shall set forth such Lender’s new Termination Date), to become an Extending Lender. 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 Borrower but without the consent of any other Lenders. (e) If (and only if) the total of the Revolving Credit Commitments of the Lenders that have agreed to extend their Termination Date and the additional Revolving Credit new or increased Commitments of the any Additional Commitment Lenders is more than 50% of the aggregate amount of the Revolving Credit Commitments in effect immediately prior to the applicable Extension Date, then, effective as of the applicable Extension Date, the Termination Date of each Extending Lender and of each Additional Commitment Lender shall be extended to the date that is one year after the then Existing Termination Date (except that, if such date is not a Business Day, such Termination Date as so extended shall be the next immediately preceding Business Day) and each Additional Commitment Lender shall thereupon become a “Lender” for all purposes of this Agreement and shall be bound by the provisions of this Agreement as a Lender hereunder and shall have the obligations of a Lender 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 five (5) years after such date of determination, whether such determination is made before or after giving effect to any extension request made hereunder. (f) Notwithstanding the foregoing, (x) no more than two (2) extensions of the Termination Date shall be permitted hereunder and (y) any extension of any Termination Date pursuant to this Section 2.21 2.19 shall not be effective with respect to any Extending Lender unless as 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: (i) there shall exist no Default; (ii) the representations and warranties made by of the Borrower contained herein shall be set forth in this Agreement are true and correctcorrect 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 (iii) the Agent shall have received a certificate dated as of the applicable Extension Date from the Borrower signed by an Authorized Officer authorized officer of the Borrower (A) certifying the accuracy of the foregoing clauses (i) and (ii) and (B) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such extension. (g) On the Termination Date of each Non-Extending Lender, (i) the Revolving Credit Commitment of each Non-Extending Lender shall automatically terminate and (ii) the Borrower shall repay such Non-Extending Lender in accordance with Section 2.06 2.05 (and shall pay to such Non-Extending Lender all of the other obligations Obligations owing to it under this Agreement) and after giving effect thereto shall prepay any Revolving Advances Loans outstanding on such date (and pay any additional amounts required pursuant to Section 2.028.04(c)) to the extent necessary to keep outstanding Revolving Advances Loans ratable with any revised Ratable Share Applicable Percentages of the respective Lenders effective as of such date, and the Agent shall administer any necessary reallocation of the outstanding Advances Outstanding Credit Exposures (without regard to any minimum borrowing, pro rata borrowing and/or pro rata payment requirements contained elsewhere in this Agreement). (h) This Section shall supersede any provisions in Section 2.02 2.14 or Section 8.01 to the contrary.

Extension of Termination Date. (a) The Borrower may at any time from time Borrowers may, by notice to time the Administrative Agent (which shall promptly notify the Lenders) not more earlier than ninety (90) days and not less than thirty (30) 60 days prior to any anniversary of the Effective Closing Date (the “Anniversary Date, by notice to the Agent (who shall promptly notify the Lenders”) not but no later than 10 Business Days 30 days prior to such Anniversary Date (the date on which of delivery of any such notice being the Lenders are requested to respond thereto (each such date, a “Lender Borrower Extension Notice Date”), request that each Lender extend (each such date on which such extension occurs, an “Extension Date”) such Lender’s Termination Date to the date that is for an additional one year after the Termination Date then in effect for such Lender hereunder (the “Existing Termination Date”). The Borrowers may request no more than two extensions pursuant to this Section 2.19. (b) Each Lender, acting in its sole and individual discretion, shall, by notice to the Administrative Agent given not earlier than 30 days prior to the applicable Anniversary Date and not later than the date (the “Lender Extension Notice Date”) that is 20 days prior to the applicable Lender Notice Anniversary Date, advise the Administrative Agent whether or not such Lender agrees to such extension (and each Lender that determines to so extend its Termination Date, an “Extending Lender”). Each Lender that determines not to so extend its Existing Termination Date (a “Non-Extending Nonconsenting Lender”) shall notify the Administrative Agent of such fact promptly after such determination (but in any event no later than the 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 deemed to be a Non-Extending Nonconsenting Lender. The election of any Lender to agree to such extension shall not obligate any other Lender to so agree, and it is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for extension of the Termination Date. (c) The Administrative Agent shall promptly notify the Borrower Borrowers of each Lender’s determination under this SectionSection 2.19 no later than the date 15 days prior to the applicable Anniversary Date, or, if such date is not a Business Day, on the next preceding Business Day (the “Specified Date”). (d) The Borrower Borrowers shall have the right, but shall not be obligated, right on or before the applicable Termination fifth Business Day after the Specified Date for any Non-Extending Lender to replace such Non-Extending each Nonconsenting Lender with(i) with an existing Lender, and add and/or (ii) by adding as “Lenders” under this Agreement in place thereof, one or more financial institutions that are Eligible Assignees Persons (eacheach Lender in clauses (i) and (ii), an “Additional Commitment Lender”) approved by ), in each case, with the Agent, each Issuing Bank approval of the Administrative Agent and the Swingline Lender in accordance with the procedures provided in Section 8.07Fronting Banks (which approvals shall not be unreasonably withheld), each of which Additional Commitment Lenders shall have entered into an Assignment agreement in form and Assumption (in accordance with and subject substance satisfactory to the restrictions contained in Section 8.07, with Borrowers and the Borrower obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, Administrative Agent pursuant to which such Additional Commitment Lenders Lender shall, effective on or before as of the Termination Date for such Non-Extending LenderSpecified Date, assume undertake a Revolving Credit Commitment (and, if any such Additional Commitment Lender is already a Lender, its Revolving Credit Commitment shall be in addition to such Lender’s Revolving Credit Commitment hereunder on such date). The Agent may effect such amendments to this Agreement as are reasonably necessary to provide for any such extensions with ; provided that the consent aggregate amount of the Borrower but without Commitments for all Additional Commitment Lenders shall be no more than the consent aggregate amount of any other the Commitments of all Nonconsenting Lenders. (e) If (and only if) the total aggregate amount of the Revolving Credit Commitments of the Lenders that have agreed to extend their Existing Termination Date and Dates plus the aggregate additional Revolving Credit Commitments of the Additional Commitment Lenders is shall be more than 50% of the aggregate 744222473 amount of the Revolving Credit Commitments in effect immediately prior to the applicable Extension Specified Date, then, effective as of the applicable Extension Specified Date, the Existing Termination Date of each Extending Lender agreeing to an extension and of each Additional Commitment Lender shall be extended to the date that is one year after the Existing Termination Date (except thatDate, if such date is not a Business Day, such Termination Date as so extended shall be the next preceding Business Day) and each Additional Commitment Lender shall thereupon become a “Lender” for all purposes of this Agreement and shall be bound by the provisions of this Agreement as a Lender hereunder and shall have the obligations of a Lender hereunderAgreement. (f) Notwithstanding the foregoing, (x) no more than two (2) extensions of the Termination Date shall be permitted hereunder and (y) any extension of any a Lender’s Existing Termination Date pursuant to this Section 2.21 2.19 shall not be effective with respect to any Extending such Lender unless as of on the applicable Extension Specified Date and immediately after giving effect thereto: but only if (i) there the following statements shall exist be true: (A) no Default; event has occurred and is continuing, or would result from the extension of the Existing Termination Date, that constitutes an Event of Default or an Unmatured Default and (iiB) the representations and warranties contained in Section 4.01 are correct in all material respects (or in the case of any such representation or warranty already qualified by materiality, true and correct in all respects) on and as of the Specified Date, before and after giving effect to such extension, as though made by the Borrower contained herein on and as of such date, except for those made specifically as of another date, in which case such representations and warranties shall be true as of such other date, provided that, for purposes of the representations and correct; and warranties in Sections 4.01(f) and the last sentence of 4.01(g), the Disclosure Documents shall include all the SEC filings made by FE and the Borrowers prior to the applicable Borrower Extension Notice Date and (iiiii) on or prior to the Specified Date the Administrative Agent shall have received the following, each dated the Specified Date and in form and substance satisfactory to the Administrative Agent: (x) a certificate from the Borrower signed by of an Authorized Officer of each Borrower to the Borrower effect that as of the Specified Date the statements set forth in clauses (A) certifying the accuracy of the foregoing clauses (i) and (ii) and (B) certifying and attaching above are true, (y) certified copies of the resolutions adopted by of the Board of Directors of each Borrower approving or consenting authorizing such extension and the performance of this Agreement on and after the Specified Date, and of all documents evidencing other necessary corporate action and Governmental Action with respect to this Agreement and such extension of the Existing Termination Date and (z) an opinion of counsel to the Borrowers, as to such extensionmatters related to the foregoing as the Administrative Agent or the Lenders through the Administrative Agent may reasonably request. (g) On Subject to subsection (d) above, the Termination Date of each Non-Extending Lender, (i) the Revolving Credit Commitment of each Non-Extending any Nonconsenting Lender shall automatically terminate and (ii) the Borrower shall repay such Non-Extending Lender in accordance with Section 2.06 (and shall pay to such Non-Extending Lender all of the other obligations owing to it under this Agreement) and after giving effect thereto shall prepay any Revolving Advances outstanding on such date (and pay any additional amounts required pursuant to Section 2.02) to the extent necessary to keep outstanding Revolving Advances ratable with any revised Ratable Share of the respective Lenders effective as of such date, and the Agent shall administer any necessary reallocation of the outstanding Advances its Existing Termination Date (without regard to any minimum borrowing, pro rata borrowing and/or pro rata payment requirements contained elsewhere in this Agreementextension by any other Lender). (h) This Section shall supersede Each Fronting Bank may, in its sole discretion, elect not to serve in such capacity following any provisions in Section 2.02 or Section 8.01 extension of the Termination Date; provided that, (i) the Borrowers and the Administrative Agent may appoint a replacement for any such resigning Fronting Bank and (ii) the extension of the Termination Date may become effective without regard to the contrarywhether such replacement is found.

Extension of Termination Date. (a) The Borrower may at any time from time to time After the Restatement Effective Date, so long as no Event of Default has occurred and is continuing, the Borrowers may, not more earlier than ninety (90) days and not less than thirty (30) 60 days prior to any anniversary of the Restatement Effective Date (the “Anniversary Date, by notice to the Agent (who shall promptly notify the Lenders”) but not later than 10 Business Days 30 days prior to such Anniversary Date (the date on which of delivery of any such notice being the Lenders are requested to respond thereto (each such date, a “Lender Borrower Extension Notice Date”), by delivering a written request to the Administrative Agent (such request being irrevocable), request that each Lender extend (each such date on which such extension occurs, an “Extension Date”) such Lender’s Termination Date to the date that is for one year after the Termination Date then in effect for such Lender hereunder (the “Existing Termination Date”). The Administrative Agent shall, upon its receipt of such request, promptly notify each Lender thereof, and request that each Lender promptly advise the Administrative Agent of its approval or rejection of such request. The Borrowers may exercise the right to request an extension of the Termination Date under this Section 2.18 on no more than two occasions during the term of this Agreement, and in no event more frequently than once during any twelve-month period. (b) Each LenderUpon receipt of such notification from the Administrative Agent, acting each Lender may (but shall not be required to), in its sole and individual absolute discretion, shallagree to extend the Termination Date with respect to its Commitment and any of its outstanding Advances for a period of one year, by notice and shall (should it determine to do so), not earlier than 30 days prior to the Agent given applicable Anniversary Date and not later than the date that is 20 days prior to the applicable Anniversary Date (such later date, the “Lender Extension Notice Date”), advise notify the Administrative Agent whether or not such Lender agrees in writing of its consent to such extension request (with each Lender that determines to so extend its Termination Date, an “Extending Lender”). Each Lender that determines not to so extend its Existing Termination Date (referred to herein as a “Non-Extending Nonconsenting Lender”) ). If any Lender shall not so notify the Administrative Agent of such fact promptly after such determination (but in any event no later than by the Lender Extension Notice Date), and any such Lender that does not so advise the Agent on or before the Lender Notice Date shall be deemed to be a Non-Extending Nonconsenting Lender. The election of any Lender to agree to such extension shall not obligate any other Lender to so agree, and it is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for extension of the Termination Date. (c) The Administrative Agent shall promptly thereupon notify the Borrower of Borrowers no later than 15 days prior to the applicable Anniversary Date, or, if such date is not a Business Day, on the next preceding Business Day (the “Specified Date”) as to each Lender’s determination under this Section. (d) The Borrower shall have the right, but shall not be obligated, on or before the applicable Termination Date for any Non-Extending Lender to replace such Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more financial institutions that are Eligible Assignees (each, an “Additional Commitment Lender”) approved by the Agent, each Issuing Bank and the Swingline Lender in accordance with the procedures provided in Section 8.07, each of which Additional Commitment Lenders shall have entered into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 8.07, with the Borrower obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Commitment Lenders shall, effective on or before the Termination Date for such Non-Extending Lender, assume a Revolving Credit Commitment (and, if any such Additional Commitment Lender is already a Lender, its Revolving Credit Commitment shall be in addition to such Lender’s Revolving Credit Commitment hereunder on such date). The Agent may effect such amendments to this Agreement as are reasonably necessary to provide for any such extensions with the consent of the Borrower but without the consent of any other Lenders. (ec) If (and only if) the total aggregate amount of the Revolving Credit Commitments of the Lenders that have agreed to extend their Existing Termination Date and Dates plus the aggregate additional Revolving Credit Commitments of the Additional Commitment Lenders is shall be more than 50% of the aggregate amount of the Revolving Credit Commitments in effect immediately prior to the applicable Extension Specified Date, then, effective as of the applicable Extension Date, the Existing Termination Date of each Extending Lender agreeing to an extension and of each Additional Commitment Lender shall be extended to the date that is one year after the such Existing Termination Date (except thatDate, if such date is not a Business Day, such Termination Date as so extended shall be the next preceding Business Day) and each Additional Commitment Lender shall thereupon become a “Lender” for all purposes of this Agreement and shall be bound by the provisions of this Agreement as a Lender hereunder and shall have the obligations of a Lender hereunder. (f) Agreement. Notwithstanding the foregoing, (x) no more than two (2) extensions of the Termination Date shall be permitted hereunder and (y) any extension of any a Lender’s Existing Termination Date pursuant to this Section 2.21 shall not be effective with respect to any Extending such Lender unless as of on the applicable Extension Date only if the Administrative Agent shall have received the following, each dated such date and immediately after giving effect thereto: in form and substance satisfactory to the Administrative Agent: (i) there shall exist a certificate of a duly authorized officer of each Borrower to the effect that as of such Extension Date (A) no Default; event has occurred and is continuing, or would result from the extension of the Termination Date, that constitutes an Event of Default with respect to such Borrower or would, with the giving of notice or the lapse of time, or both, constitute an Event of Default with respect to such Borrower and (iiB) the representations and warranties made by the of such Borrower contained herein in Section 4.01 are correct in all material respects (without duplication of materiality qualifications otherwise set forth in such representations and warranties) on and as of such Extension Date, before and after giving effect to such extension, as though made on and as of such date, except for those made specifically as of another date, in which case such representations and warranties shall be true and correct; and correct as of such other date, (ii) 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 such Extension Date, and of all documents of each Borrower evidencing other necessary organizational action and governmental and regulatory approvals with respect to this Agreement and such extension of the Termination Date, (iii) an opinion of the counsel of the Borrowers, as to such matters related to the foregoing as the Administrative Agent or the Lenders through the Administrative Agent may reasonably request and (iv) such other documents as the Administrative Agent or the Lenders through the Administrative Agent may reasonably request. (d) The Borrowers will have the right on or before the fifth Business Day after the Specified Date (the “Extension Date”) to substitute other financial institutions (each such Lender, an “Additional Commitment Lender”) reasonably acceptable to the Administrative Agent and the LC Issuing Banks for any Nonconsenting Lender (provided that the existing Lenders shall have the right to increase their Commitments ratably according to the amount of their Commitments relative to the other Commitments that are to be extended up to the amount of the Commitment of such Nonconsenting Lender before the 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 8.07 hereof, provided, however, that the parties to any such assignment shall not be required to pay the processing and recordation fee otherwise payable under Section 8.07(b), and provided, further that such Nonconsenting Lender shall, prior to the effectiveness of any such assignment, be paid in full all amounts due to it hereunder. (e) Upon the extension of the Termination Date in accordance with this Section 2.18, the Administrative Agent shall have received deliver to each Lender and LC Issuing Bank a certificate from revised Schedule II setting forth the Borrower signed by an Authorized Officer Commitment of the Borrower (A) certifying the accuracy of the foregoing clauses (i) and (ii) and (B) certifying and attaching the resolutions adopted by the Borrower approving or consenting each Lender after giving effect to such extension, and such Schedule II shall replace the Schedule II in effect before the extension of the Termination Date. (f) Subject to subsection (c) above, the Commitment of any Nonconsenting Lender shall automatically terminate on its Existing Termination Date (without regard to any extension by any other Lender). On the date of any termination of a Nonconsenting Lender’s Commitment pursuant to this Section 2.18, each Borrower shall pay or prepay to such Nonconsenting Lender the aggregate outstanding principal amount of all Advances of such Lender made to such Borrower 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 by such Borrower to such Lender hereunder. In the case of any such prepayment of a Eurodollar Rate Advance made to such Borrower, such Borrower shall be obligated to reimburse each such Lender in respect thereof pursuant to Section 8.04(b). (g) On Each LC Issuing Bank may, in its sole discretion, elect not to serve in such capacity following any extension of the Termination Date of each Non-Extending Lender, Date; provided that (i) the Revolving Credit Commitment of each Non-Extending Lender shall automatically terminate Borrowers and the Administrative Agent may appoint a replacement for any such resigning LC Issuing Bank, and (ii) the Borrower shall repay such Non-Extending Lender in accordance with Section 2.06 (and shall pay to such Non-Extending Lender all extension of the other obligations owing to it under this Agreement) and after giving effect thereto shall prepay any Revolving Advances outstanding on such date (and pay any additional amounts required pursuant to Section 2.02) to the extent necessary to keep outstanding Revolving Advances ratable with any revised Ratable Share of the respective Lenders Termination Date may become effective as of such date, and the Agent shall administer any necessary reallocation of the outstanding Advances (without regard to any minimum borrowing, pro rata borrowing and/or pro rata payment requirements contained elsewhere in this Agreement)whether such replacement is found. (h) This Section shall supersede any provisions in Section 2.02 or Section 8.01 to the contrary.

Extension of Termination Date. (a) The Borrower may at any time from time to time not more than ninety (90) days and not less than thirty (30) days prior to any anniversary of the Effective Datemay, by notice to the Administrative Agent (who which shall promptly notify the Lenders) not later than 10 Business Days prior to the date on which the Lenders are requested to respond thereto (each such date, a “Lender Notice Date”), request that each Lender extend (each such date on which such extension occurs, an “Extension Date”) the Commitment Termination Date of such Lender’s Termination Date to the date that is Commitment for an additional one year period after the Commitment Termination Date then in effect for such Lender Lender, effective as of a date selected by the Borrowers (the “Existing Termination Extension Effective Date”); provided, that (i) the Borrower may make no more than two such requests during the term of this Agreement (but may make such requests concurrently), (ii) in no event shall the extended Commitment Termination Date be more than five years after the Extension Effective Date, and (iii) the Extension Effective Date shall be at least 30 days, but not more than 45 days, after the date such extension request is received by the Administrative Agent. (b) Each Lender, acting in its sole and individual discretion, shall, by notice to the Administrative Agent given not later than the applicable date that is 20 days prior to the Extension Effective Date (the “Lender Extension Notice Date”), advise the Administrative Agent whether or not such Lender agrees to such extension (each Lender that determines to so extend its Termination Date, an “Extending Lender”)extension. Each Lender that determines notifies the Administrative Agent that it is not to so extend its extending the Commitment Termination Date (a “Non-Extending Lender”) shall notify the Agent of such fact promptly after such determination (but in any event no later than the Lender Notice Date)for its Commitment, and any Lender that does not so advise respond to the Administrative Agent regarding an extension request on or before the Lender Extension Notice Date Date, shall be deemed to be a Non-Extending “Nonconsenting Lender”. The election of any Lender to agree to such extension shall not obligate any other Lender to so agree. The Commitment of any Nonconsenting Lender shall be terminated on the Commitment Termination Date then in effect for such Lender (without regard to any extension by other Lenders), and it is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by on such Commitment Termination Date the Borrower for extension shall pay in full the unpaid principal amount of all Loans owing to such Nonconsenting Lender, together with all accrued and unpaid interest thereon, and all accrued and unpaid fees owing to such Nonconsenting Lender under this Agreement to the Termination Datedate of such payment of principal and all other amounts due to such Nonconsenting Lender under this Agreement. (c) The Administrative Agent shall promptly notify the Borrower of each Lender’s determination under this SectionSection no later than the date 15 days prior to the Extension Effective Date, or, if such date is not a Business Day, on the next preceding Business Day. (d) The Borrower shall have the right, but shall not be obligated, right on or before the applicable Termination date 10 days prior to the Extension Effective Date for any Non-Extending Lender to replace such Non-Extending each Nonconsenting Lender witheffective as of the applicable Extension Effective Date (i) with an existing Lender, and add and/or (ii) by adding as “Lenders” under this Agreement in place thereof, one or more financial institutions that are Eligible Assignees Persons (eacheach Lender in clauses (i) and (ii), an “Additional Commitment Lender”) approved by the Agent), in each Issuing Bank and the Swingline Lender in accordance case, with the procedures provided in Section 8.07approval of the Administrative Agent (which approval shall not be unreasonably withheld), each of which Additional Commitment Lenders shall have entered into an Assignment agreement in form and Assumption (in accordance with and subject substance satisfactory to the restrictions contained in Section 8.07, with Borrower and the Borrower obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, Administrative Agent pursuant to which such Additional Commitment Lenders Lender shall, effective on or before as of the Termination Date for such Non-Extending Lenderapplicable Extension Effective Date, assume undertake a Revolving Credit Commitment (and, if any such Additional Commitment Lender is already a Lender, its Revolving Credit Commitment shall be in addition to such Lender’s Revolving Credit Commitment hereunder on such date). The Agent may effect such amendments ; provided that the aggregate amount of the Commitments for all Additional Commitment Lenders shall be no more than the aggregate amount of the Commitments of all Nonconsenting Lenders; provided, further, that the existing Lenders shall have the right to this Agreement as are reasonably necessary increase their Commitments up to provide the amount of the Nonconsenting Lenders’ Commitments before the Borrowers shall have the right to substitute any other Person for any such extensions with the consent of the Borrower but without the consent of any other LendersNonconsenting Lender. (e) If (and only if) the total aggregate amount of the Revolving Credit Commitments of the Lenders that have agreed to extend their the Commitment Termination Date and the additional Revolving Credit for their Commitments, together with Commitments of the from Additional Commitment Lenders is replacing Commitments from Nonconsenting Lenders, shall be more than 50% of the aggregate amount of the Revolving Credit Commitments in effect immediately prior to the applicable Extension Date, then, effective as of the applicable Extension Dateall Commitments, the Commitment Termination Date of the Commitments of each Extending Lender agreeing to an extension and of each Additional Commitment Lender shall be extended to the date that is one year after the Existing Termination Date (except thatrequested date, if such date is not a Business Day, such Termination Date as so extended shall be the next preceding Business Day) and each Additional Commitment Lender shall thereupon become a “Lender” for all purposes of this Agreement and shall be bound by the provisions of this Agreement as a Lender hereunder and shall have the obligations of a Lender hereunderAgreement. (f) Notwithstanding the foregoing, (x) no more than two (2) extensions the extension of the Commitment Termination Date shall be permitted hereunder and (y) for any extension of any Termination Date Lender’s Commitment pursuant to this Section 2.21 shall not be effective with respect to any Extending such Lender unless on the applicable Extension Effective Date, but only if (i) the following statements shall be true: (A) no event has occurred and is continuing, or would result from the extension of the Commitment Termination Date, that constitutes an Event of Default or a Default and (B) the representations and warranties contained in Article IV are correct in all material respects on and as of the applicable Extension Date Effective Date, before and immediately after giving effect thereto: (i) there to such extension, as though made on and as of such date, except for those made specifically as of another date, in which case such representations and warranties shall exist no Default; be true as of such other date and (ii) on or prior to the representations and warranties made by applicable Extension Effective Date, the Borrower contained herein shall be true and correct; and (iii) the Administrative Agent shall have received the following, each dated the applicable Extension Effective Date and in form and substance satisfactory to the Administrative Agent: (x) a certificate from the Borrower signed by an Authorized of a Financial Officer of the Borrower to the effect that as of the applicable Extension Effective Date the statements set forth in clauses (A) certifying the accuracy of the foregoing clauses (i) and (ii) and (B) certifying and attaching above are true, (y) certified copies of the resolutions adopted by of the Board of Directors of the Borrower approving authorizing such extension and the performance of this Agreement on and after the applicable Extension Effective Date, and of all documents evidencing other necessary corporate actions or consenting Governmental Actions with respect to this Agreement and such extension of the Commitment Termination Date and (z) an opinion of counsel to the Borrowers, as to such extension. (g) On the Termination Date of each Non-Extending Lender, (i) the Revolving Credit Commitment of each Non-Extending Lender shall automatically terminate and (ii) the Borrower shall repay such Non-Extending Lender in accordance with Section 2.06 (and shall pay to such Non-Extending Lender all of the other obligations owing to it under this Agreement) and after giving effect thereto shall prepay any Revolving Advances outstanding on such date (and pay any additional amounts required pursuant to Section 2.02) matters related to the extent necessary to keep outstanding Revolving Advances ratable with any revised Ratable Share of foregoing as the respective Administrative Agent or the Lenders effective as of such date, and through the Administrative Agent shall administer any necessary reallocation of the outstanding Advances (without regard to any minimum borrowing, pro rata borrowing and/or pro rata payment requirements contained elsewhere in this Agreement)may reasonably request. (h) This Section shall supersede any provisions in Section 2.02 or Section 8.01 to the contrary.

Extension of Termination Date. (a) The Borrower may at any time from time may, by notice to time the Administrative Agent (which shall promptly notify the Lenders) not more earlier than ninety (90) days and not less than thirty (30) 60 days prior to any anniversary of the Effective Closing Date (the “Anniversary Date, by notice to the Agent (who shall promptly notify the Lenders”) not but no later than 10 Business Days 30 days prior to such Anniversary Date (the date on which of delivery of any such notice being the Lenders are requested to respond thereto (each such date, a “Lender Borrower Extension Notice Date”), request that each Lender extend (each such date on which such extension occurs, an “Extension Date”) such LenderXxxxxx’s Termination Date to the date that is for an additional one year after the Termination Date then in effect for such Lender hereunder (the “Existing Termination Date”). The Borrower may request no more than two extensions pursuant to this Section 2.19. (b) Each Lender, acting in its sole and individual discretion, shall, by notice to the Administrative Agent given not earlier than 30 days prior to the applicable Anniversary Date and not later than the date (the “Lender Extension Notice Date”) that is 20 days prior to the applicable Lender Notice Anniversary Date, advise the Administrative Agent whether or not such Lender agrees to such extension (and each Lender that determines to so extend its Termination Date, an “Extending Lender”). Each Lender that determines not to so extend its Existing Termination Date (a “Non-Extending Nonconsenting Lender”) shall notify the Administrative Agent of such fact promptly after such determination (but in any event no later than the 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 deemed to be a Non-Extending Nonconsenting Lender. The election of any Lender to agree to such extension shall not obligate any other Lender to so agree, and it is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for extension of the Termination Date. (c) The Administrative Agent shall promptly notify the Borrower of each Lender’s determination under this SectionSection 2.19 no later than the date 15 days prior to the applicable Anniversary Date, or, if such date is not a Business Day, on the next preceding Business Day (the “Specified Date”). (d) The Borrower shall have the right, but shall not be obligated, right on or before the applicable Termination fifth Business Day after the Specified Date for any Non-Extending Lender to replace such Non-Extending each Nonconsenting Lender with(i) with an existing Lender, and add and/or (ii) by adding as “Lenders” under this Agreement in place thereof, one or more financial institutions that are Eligible Assignees Persons (eacheach Lender in clauses (i) and (ii), an “Additional Commitment Lender”) approved by ), in each case, with the Agent, each Issuing Bank approval of the Administrative Agent and the Swingline Lender in accordance with the procedures provided in Section 8.07Fronting Banks (which approvals shall not be unreasonably withheld), each of which Additional Commitment Lenders shall have entered into an Assignment agreement in form and Assumption (in accordance with and subject substance satisfactory to the restrictions contained in Section 8.07, with Borrower and the Borrower obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, Administrative Agent pursuant to which such Additional Commitment Lenders Lender shall, effective on or before as of the Termination Date for such Non-Extending LenderSpecified Date, assume undertake a Revolving Credit Commitment (and, if any such Additional Commitment Lender is already a Lender, its Revolving Credit Commitment shall be in addition to such Lender’s Revolving Credit Commitment hereunder on such date). The Agent may effect such amendments to this Agreement as are reasonably necessary to provide for any such extensions with ; provided that the consent aggregate amount of the Borrower but without Commitments for all Additional Commitment Lenders shall be no more than the consent aggregate amount of any other the Commitments of all Nonconsenting Lenders. (e) If (and only if) the total aggregate amount of the Revolving Credit Commitments of the Lenders that have agreed to extend their Existing Termination Date and Dates plus the aggregate additional Revolving Credit Commitments of the Additional Commitment Lenders is shall be more than 50% of the aggregate amount of the Revolving Credit Commitments in effect immediately prior to the applicable Extension Specified Date, then, effective as of the applicable Extension Specified Date, the Existing Termination Date of each Extending Lender agreeing to an extension and of each Additional Commitment Lender shall be extended to the date that is one year after the Existing Termination Date (except thatDate, if such date is not a Business Day, such Termination Date as so extended shall be the next preceding Business Day) and each Additional Commitment Lender shall thereupon become a “Lender” for all purposes of this Agreement and shall be bound by the provisions of this Agreement as a Lender hereunder and shall have the obligations of a Lender hereunderAgreement. (f) Notwithstanding the foregoing, (x) no more than two (2) extensions of the Termination Date shall be permitted hereunder and (y) any extension of any a Lender’s Existing Termination Date pursuant to this Section 2.21 2.19 shall not be effective with respect to any Extending such Lender unless as of on the applicable Extension Specified Date and immediately after giving effect thereto: but only if (i) there the following statements shall exist be true: (A) no Default; event has occurred and is continuing, or would result from the extension of the Existing Termination Date, that constitutes an Event of Default or an Unmatured Default and (iiB) the representations and warranties contained in Section 4.01 are correct in all material respects (or in the case of any such representation or warranty already qualified by materiality, true and correct in all respects) on and as of the Specified Date, before and after giving effect to such extension, as though made by the Borrower contained herein on and as of such date, except for those made specifically as of another date, in which case such representations and warranties shall be true as of such other date, provided that, for purposes of the representations and correct; and warranties in Sections 4.01(f) and the last sentence of 4.01(g), the Disclosure Documents shall include all the SEC filings made by FE and the Borrower prior to the Borrower Extension Notice Date and (iiiii) on or prior to the Specified Date the Administrative Agent shall have received the following, each dated the Specified Date and in form and substance satisfactory to the Administrative Agent: (x) a certificate from the Borrower signed by of an Authorized Officer of the Borrower to the effect that as of the Specified Date the statements set forth in clauses (A) certifying the accuracy of the foregoing clauses (i) and (ii) and (B) certifying and attaching above are true, (y) certified copies of the resolutions adopted by of the Board of Directors of the Borrower approving or consenting authorizing such extension and the performance of this Agreement on and after the Specified Date, and of all documents evidencing other necessary corporate action and Governmental Action with respect to this Agreement and such extension of the Existing Termination Date and (z) an opinion of counsel to the Borrower, as to such extensionmatters related to the foregoing as the Administrative Agent or the Lenders through the Administrative Agent may reasonably request. (g) On Subject to subsection (d) above, the Termination Date of each Non-Extending Lender, (i) the Revolving Credit Commitment of each Non-Extending any Nonconsenting Lender shall automatically terminate and (ii) the Borrower shall repay such Non-Extending Lender in accordance with Section 2.06 (and shall pay to such Non-Extending Lender all of the other obligations owing to it under this Agreement) and after giving effect thereto shall prepay any Revolving Advances outstanding on such date (and pay any additional amounts required pursuant to Section 2.02) to the extent necessary to keep outstanding Revolving Advances ratable with any revised Ratable Share of the respective Lenders effective as of such date, and the Agent shall administer any necessary reallocation of the outstanding Advances its Existing Termination Date (without regard to any minimum borrowing, pro rata borrowing and/or pro rata payment requirements contained elsewhere in this Agreementextension by any other Lender). (h) This Section shall supersede Each Fronting Bank may, in its sole discretion, elect not to serve in such capacity following any provisions in Section 2.02 or Section 8.01 extension of the Termination Date; provided that, (i) the Borrower and the Administrative Agent may appoint a replacement for any such resigning Fronting Bank and (ii) the extension of the Termination Date may become effective without regard to the contrarywhether such replacement is found.

Extension of Termination Date. (ai) The Borrower may at any time from time Borrowers may, by notice to time the Administrative Agent (which shall promptly notify each Swing Line Bank, each Issuing Lender and the Lenders) not more than ninety (90) 60 days and not less than thirty (30) 30 days prior to any each anniversary of the Effective Date (or if such anniversary date is not a Business Day, the Business Day next succeeding such anniversary) (such anniversary of the Effective Date, by notice to the Agent (who shall promptly notify the Lenders) not later than 10 Business Days prior to the date on which the Lenders are requested to respond thereto (each such date, a “Lender Notice Extension Effective Date”), request (an “Extension Request”) that each Lender extend (each such date on which such extension occurs, an “Extension Date”) such Lender’s its Termination Date to for an additional one year; provided that (a) no more than two Extension Requests may be requested during the date that is one year after life of the facility and (b) requests for a second extension of the Termination Date then in effect for such Lender (the “Existing Termination Date”). (b) shall only be made to First Extension Lenders. Each Lender, acting in its sole and individual discretion, shall, by notice to the Borrowers and the Administrative Agent given not later than the applicable Lender Notice Date20th day (or such later day as shall be acceptable to the Borrowers) following the date of the Extension Request, advise the Borrowers and the Administrative Agent whether or not such Lender agrees to such extension (each Lender extension; provided that determines to so extend its Termination Date, an “Extending Lender”). Each Lender that determines not to so extend its Termination Date (a “Non-Extending Lender”) shall notify the Agent of such fact promptly after such determination (but in any event no later than the Lender Notice Date), and any Lender that does not so advise the Agent on or before the Lender Notice Date Borrowers shall be deemed to be a Non-Extending Lenderhave rejected such Extension Request. The election of any Lender to agree to such extension shall not obligate any other Lender to so agree, and it is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for extension of the Termination Date. (cii) The Agent shall promptly notify With respect to any Extension Request, the Borrower of each Lender’s determination under this Section. (d) The Borrower Borrowers shall have the right, but shall not be obligated, at any time on or before prior to, or at any time following, the applicable Termination Date for any Non-Extending Lender related Extension Effective Date, unless an Event of Default shall have occurred and be continuing, to replace any Lender that rejected or was deemed to reject such Non-Extending Lender Extension Request with, and otherwise add as “Lenders” under to this Agreement in place thereofAgreement, one or more financial institutions that are Eligible Assignees (each, an “Additional Commitment Lender”) approved by the Agent, each Issuing Bank and the Swingline Lender in accordance with the procedures provided in Section 8.07, each of which Additional Commitment Lenders (which may include any existing Lender). Each Additional Commitment Lender shall have entered enter into an Assignment agreement with the Borrowers and Assumption (the Administrative Agent, in accordance with form and subject substance satisfactory to the restrictions contained in Section 8.07, with Borrowers and the Borrower obligated to pay any applicable processing or recordation fee) with such Non-Extending LenderAdministrative Agent, pursuant to which such Additional Commitment Lenders Lender shall, effective on or before as of the Termination related Extension Effective Date for (or, if such Non-Extending replacement occurs thereafter, as of the relevant effective date of such replacement), provide a (or, in the case of an existing Lender, assume a Revolving Credit Commitment (and, if any such Additional Commitment Lender is already a Lender, its Revolving Credit Commitment shall be in addition to such Lender’s Revolving Credit increase its) Commitment hereunder on such date). The Agent may effect such amendments to this Agreement as are reasonably necessary to provide for any such extensions with in the consent of the Borrower but without the consent of any other Lendersamount specified therein and (if not then an existing Lender) become a Lender hereunder. (eiii) If If, in connection with an Extension Request, Lenders (and only ifincluding any Additional Commitment Lenders) the total of the Revolving Credit Commitments of the Lenders that shall have agreed to extend their Termination Date and the additional Revolving Credit Commitments of the Additional Commitment Lenders is more than 50% of the aggregate amount of Commitments (such extending Lenders and extending Additional Commitment Lenders, collectively the Revolving Credit Commitments in effect immediately prior “Extending Lenders” with respect to the applicable such Extension Date, Request) then, effective as of the applicable related Extension Effective Date, the Termination Date of for each such Extending Lender and of each Additional Commitment Lender shall be extended to the date that is one year after the Existing related Extended Termination Date and (except that, if such date is not a Business Day, such Termination Date as so extended shall be the next preceding Business Daythen an existing Lender) and each Additional Commitment Lender shall thereupon become a “Lender” for all purposes of this Agreement and shall be bound by the provisions of this Agreement as a Lender hereunder and shall have the obligations of a Lender hereunder. (f) Notwithstanding the foregoing, (x) no more than two (2) extensions Agreement; provided that such extension of the Termination Date shall be permitted hereunder and (ythe “Extension”) any extension of any Termination Date pursuant to this Section 2.21 shall not be effective with respect to any Extending Lender unless as of the applicable related Extension Effective Date and immediately after giving effect theretothe following terms are satisfied: (iA) there no Default shall exist no Defaulthave occurred and be continuing; (iiB) the representations and warranties made by the Borrower contained herein set forth in Article III shall be true and correct; andcorrect on and as of such Extension Effective Date as if made on and as of 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); (iiiC) except as to the Termination Date with respect thereto, the Commitment of any Extending Lender, and the related outstandings, shall be a Commitment (or related outstandings, as the case may be) having the same terms (including collateral, if any) as the original Commitments (and related outstandings); provided that, subject to the provisions of Section 2.05(b) and Section 2.17(c), to the extent dealing with Swing Line Advances and Letters of Credit which mature or expire after the applicable Termination Date when there exist more than one Tranche of Commitments, all Swing Line Advances and Letters of Credit shall be participated in on a pro rata basis by all Lenders in accordance with their Pro Rata Share (and, except as provided in Section 2.05(b) and Section 2.17(c), without giving effect to changes thereto on the applicable Termination Date, with respect to Swing Line Advances and Letters of Credit theretofore incurred or issued) and all borrowings under Commitments and repayments thereunder shall be made on a pro rata basis (except for repayments required upon the applicable Termination Date of a Tranche of Commitments); (D) all documentation in respect of such Extension shall be consistent with the terms of this Section 2.04(c); (E) the Administrative Agent shall have received a certificate from of the Borrower signed chief financial officer of PPG stating that the conditions with respect to the Extension have been satisfied; (F) the Administrative Agent shall have received such evidence of the authority of the Borrowers to effect the Extension as it may reasonably request; and (G) all amounts payable hereunder to any Lender that is being replaced by an Authorized Officer Additional Commitment Lender in connection with such Extension shall have been paid in full. Upon the effectiveness of the Borrower Extension, the Administrative Agent shall record the relevant information in the Register and give prompt notice of such Extension to the Borrowers and the Lenders. (iv) In connection with an Extension, the Borrowers shall agree to such procedures (including regarding timing, rounding and other adjustments and to ensure reasonable administrative management of the credit facilities hereunder after such Extension), if any, as may be established by, or acceptable to, the Administrative Agent to accomplish the purposes of this Section 2.04(c). (v) No consent of any parties to this Agreement shall be required to effectuate an Extension, other than (A) certifying the accuracy consent of the foregoing clauses each Lender agreeing to such Extension with respect to its Commitments (ior a portion thereof) and (ii) as contemplated above and (B) certifying the consent of the Administrative Agent, each Issuing Lender and attaching each Swing Line Bank (which consents referred to in this Clause (B) shall not be unreasonably withheld). The Lenders hereby consent to the resolutions adopted transactions contemplated by this Section 2.04(c) (including, for the Borrower approving avoidance of doubt, payment of any interest or consenting fees in respect of any extended Commitments on such terms as may be set forth in the Extension Request) and hereby waive the requirements of any provision of this Agreement (including Sections 2.03, 2.05, 2.06, 2.12 and 2.14) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.04(c). The Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments to this Agreement with the Borrowers (in consultation with the Lenders) as may be necessary in order to establish a new Tranche in respect of any extended Commitments and such extensiontechnical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrowers in connection with such new tranche, in each case on terms consistent with this Section 2.04(c) and the Extension Request. (gvi) On Notwithstanding anything herein to the contrary, (A) no Lender shall have any obligation to participate in or agree to an Extension and any election to do so shall be in the sole discretion of each Lender and (B) with respect to any Lender that rejected or was deemed to reject any Extension Request, the Termination Date of each Non-Extending Lender, for such Lender shall remain unchanged (i) and the Revolving Credit Commitment of each Non-Extending such Lender (including its obligation in respect of any participation in respect of any Letter of Credit) shall terminate, the Advances made by such Lender to any Borrower hereunder shall mature and be payable by such Borrower, and all other amounts owing to such Lender hereunder shall be payable, on such date). (vii) Any Swing Line Bank or any Issuing Lender may resign by notice to the Administrative Agent, the Lenders and the Borrowers on or before the applicable Extension Effective Date following the related Extension Request, and any such resignation shall become effective on the Termination Date in effect before giving effect to any extension thereof as a result of such Extension Request; provided that such Issuing Lender shall automatically terminate and (ii) the Borrower shall repay such Non-Extending Lender in accordance with Section 2.06 (and shall pay not be required to such Non-Extending Lender all issue, amend, extend or renew any Letter of the other obligations owing to it under this Agreement) and Credit if after giving effect thereto shall prepay any Revolving Advances outstanding on the such Letter of Credit would expire after the date (and pay any additional amounts required pursuant to Section 2.02) that is five Business Days prior to the extent necessary to keep outstanding Revolving Advances ratable with any revised Ratable Share of the respective Lenders effective as of such date, and the Agent shall administer any necessary reallocation of the outstanding Advances (without regard to any minimum borrowing, pro rata borrowing and/or pro rata payment requirements contained elsewhere in this Agreement)Original Termination Date. (h) This Section shall supersede any provisions in Section 2.02 or Section 8.01 to the contrary.

Extension of Termination Date. (a) The On no more than two occasions, the Borrower may at any time from time may, by delivery of a Termination Date Extension Request to time the Administrative Agent (which shall promptly deliver a copy thereof to each Bank) not more than ninety (90) 90 days and but not less than thirty (30) 30 days prior to any each anniversary of the Effective Date, by notice to the Agent (who shall promptly notify the Lenders) not later than 10 Business Days prior to the date on which the Lenders are requested to respond thereto (each such date, a “Lender Notice Date”), request that each Lender the Banks extend (each such date on which such extension occurs, an “Extension Date”) such Lender’s the then existing Termination Date to the date that is one year after the Termination Date then in effect for such Lender (the “Existing Termination Date”). (b) in accordance with this Section. Each LenderTermination Date Extension Request shall specify the date to which the Termination Date is sought to be extended. In the event a Termination Date Extension Request shall have been delivered by the Borrower, acting in its sole and individual discretion, shall, by notice each Bank shall have the right to agree to the Agent given extension of the Existing Termination Date with regard to its entire Commitment on the terms and subject to the conditions set forth therein (each Bank agreeing to the Termination Date Extension Request being referred to herein as a “Consenting Bank” and each Bank not agreeing thereto being referred to herein as a “Declining Bank”), which right may be exercised by written notice thereof delivered to the Borrower (with a copy to the Administrative Agent) not later than a day to be agreed upon by the applicable Lender Notice Date, advise Borrower and the Administrative Agent whether or not such Lender agrees to such extension (each Lender that determines to so extend its Termination Date, an “Extending Lender”). Each Lender that determines not to so extend its following the date on which the Termination Date Extension Request shall have been delivered by the Borrower (a “Non-Extending Lender”) it being understood and agreed that any Bank that shall notify the Agent of have failed to exercise such fact promptly after such determination (but in any event no later than the Lender Notice Date), and any Lender that does not so advise the Agent on or before the Lender Notice Date right as set forth above shall be deemed to be a Non-Extending LenderDeclining Bank). The election of any Lender to agree If a Consenting Bank shall have agreed to such extension shall not obligate any other Lender Termination Date Extension Request in respect of Commitments held by them, then, subject to so agreeparagraph (c) of this Section, and it is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by on the Borrower for extension date specified in the Termination Date Extension Request as the effective date thereof (the “Extension Effective Date”), the Existing Termination Date of the Termination Dateapplicable Commitments shall, as to the Consenting Banks, be extended to such date as shall be specified therein. (cb) The Agent shall promptly notify Notwithstanding the Borrower of each Lender’s determination under this Section. (d) The foregoing, the Borrower shall have the right, but shall not be obligated, on or before the applicable Termination Date for any Non-Extending Lender to replace such Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more financial institutions that are Eligible Assignees (each, an “Additional Commitment Lender”) approved by the Agent, each Issuing Bank and the Swingline Lender in accordance with the procedures provided in Section 8.07provisions of Sections 2.16(b) and 9.6, each of which Additional Commitment Lenders shall have entered into an Assignment and Assumption (in accordance with and subject at any time prior to the restrictions contained in Section 8.07Existing Termination Date, to replace a Declining Bank with the Borrower obligated a Bank or other financial institution that will agree to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Commitment Lenders shall, effective on or before the Termination Date for such Non-Extending LenderExtension Request, assume a Revolving Credit Commitment (and, if and any such Additional Commitment Lender is already replacement Bank shall for all purposes constitute a Lender, its Revolving Credit Commitment shall be Consenting Bank in addition to such Lender’s Revolving Credit Commitment hereunder on such date). The Agent may effect such amendments to this Agreement as are reasonably necessary to provide for any such extensions with the consent respect of the Borrower but without Commitment assigned to and assumed by it on and after the consent effective time of any other Lenderssuch replacement. (ec) If a Termination Date Extension Request has become effective hereunder: (i) not later than the fifth Business Day prior to the Existing Termination Date, the Borrower shall make prepayments of Loans and only if) shall provide cash collateral in respect of Letters of Credit in the total manner set forth in Section 2.18(i), such that, after giving effect to such prepayments and such provision of cash collateral, the Revolving Credit Exposure as of such date will not exceed the aggregate Commitments of the Lenders that have agreed Consenting Banks extended pursuant to extend their Termination Date this Section (and the additional Borrower shall not be permitted thereafter to request any Loan or any issuance, amendment, renewal or extension of a Letter of Credit if, after giving effect thereto, the Revolving Credit Commitments of the Additional Commitment Lenders is more than 50% of Exposure would exceed the aggregate amount of the Revolving Credit Commitments in effect immediately prior to the applicable Extension Date, then, effective as of the applicable Extension Date, the Termination Date of each Extending Lender and of each Additional Commitment Lender shall be extended to the date that is one year after the Existing Termination Date (except that, if such date is not a Business Day, such Termination Date as Commitments so extended shall be the next preceding Business Day) and each Additional Commitment Lender shall thereupon become a “Lender” for all purposes of this Agreement and shall be bound by the provisions of this Agreement as a Lender hereunder and shall have the obligations of a Lender hereunder. (f) Notwithstanding the foregoing, (x) no more than two (2) extensions of the Termination Date shall be permitted hereunder and (y) any extension of any Termination Date pursuant to this Section 2.21 shall not be effective with respect to any Extending Lender unless as of the applicable Extension Date and immediately after giving effect thereto: (i) there shall exist no Defaultextended); (ii) on the representations Termination Maturity 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 warranties the Borrower 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 Borrower contained herein Consenting Banks, which such Borrowings shall be true and correctmade 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 from to that effect dated such date and executed by a the Borrower signed by an Authorized Officer chief financial officer, principal accounting officer, treasurer or controller of the Borrower Borrower, or any other officer performing the duties that are customarily performed by a chief financial officer, principal accounting officer, treasurer or controller. (Aiv) certifying Notwithstanding any provision of this Agreement to the accuracy 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 foregoing clauses terms and conditions of the Commitments of the Consenting Banks effected pursuant thereto, shall be deemed to (i) and violate the last sentence of Section 2.21 or any other provision of this Agreement requiring the ratable reduction of Commitments or the ratable sharing of payments or (ii) and (B) certifying and attaching require the resolutions adopted by the Borrower approving consent of all Banks or consenting to such extensionall affected Banks under Section 9.5. (gv) On The Borrower, the Administrative Agent and the Consenting Banks may enter into an amendment to this Agreement to effect such modifications as may be necessary to reflect the terms of any Termination Date of each Non-Extending Lender, (i) the Revolving Credit Commitment of each Non-Extending Lender shall automatically terminate and (ii) the Borrower shall repay such Non-Extending Lender Extension Request that has become effective in accordance with Section 2.06 (and shall pay to such Non-Extending Lender all the provisions of the other obligations owing to it under this Agreement) and after giving effect thereto shall prepay any Revolving Advances outstanding on such date (and pay any additional amounts required pursuant to Section 2.02) to the extent necessary to keep outstanding Revolving Advances ratable with any revised Ratable Share of the respective Lenders effective as of such date, and the Agent shall administer any necessary reallocation of the outstanding Advances (without regard to any minimum borrowing, pro rata borrowing and/or pro rata payment requirements contained elsewhere in this Agreement). (h) This Section shall supersede any provisions in Section 2.02 or Section 8.01 to the contrary.Section. ARTICLE III CONDITIONS

Extension of Termination Date. ‌ (a) The Borrower may at any time from time Borrowers may, by notice to time the Administrative Agent (which shall promptly notify the Lenders) not more earlier than ninety (90) days and not less than thirty (30) 45 days prior to any anniversary of the Effective date of this Agreement (the “Anniversary Date, by notice to the Agent (who shall promptly notify the Lenders”) not but no later than 10 Business Days 30 days prior to such anniversary of the Closing Date (the date on which of delivery of any such notice being the Lenders are requested to respond thereto (each such date, a “Lender Borrower Extension Notice Date”), request that each Lender extend (each such date on which such extension occurs, an “Extension Date”) such Lender’s Termination Date to the date that is for an additional one year after the Termination Date then in effect for such Lender hereunder (the “Existing Termination Date”). The Borrowers may request no more than two extensions pursuant to this Section. (b) Each Lender, acting in its sole and individual discretion, shall, by notice to the Administrative Agent given not earlier than 30 days prior to the applicable Anniversary Date and not later than the date (the “Lender Extension Notice Date”) that is 20 days prior to the applicable Lender Notice Anniversary Date, advise the Administrative Agent whether or not such Lender agrees to such extension (and each Lender that determines to so extend its Termination Date, an “Extending Lender”). Each Lender that determines not to so extend its Existing Termination Date (a “Non-Extending Nonconsenting Lender”) shall notify the Administrative Agent of such fact promptly after such determination (but in any event no later than the 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 deemed to be a Non-Extending Nonconsenting Lender. The election of any Lender to agree to such extension shall not obligate any other Lender to so agree, and it is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for extension of the Termination Date. (c) The Administrative Agent shall promptly notify the Borrower Borrowers of each Lender’s determination under this SectionSection no later than the date 15 days prior to the applicable Anniversary Date, or, if such date is not a Business Day, on the next preceding Business Day (the “Specified Date”). (d) The Borrower Borrowers shall have the right, but shall not be obligated, right on or before the applicable Termination fifth Business Day after the Specified Date for any Non-Extending Lender to replace such Non-Extending each Nonconsenting Lender with(i) with an existing Lender, and add and/or (ii) by adding as “Lenders” under this Agreement in place thereof, one or more financial institutions that are Eligible Assignees Persons (eacheach Lender in clauses (i) and (ii), an “Additional Commitment Lender”) approved by ), in each case, with the Agent, each Issuing Bank approval of the Administrative Agent and the Swingline Lender in accordance with the procedures provided in Section 8.07Fronting Banks (which approvals shall not be unreasonably withheld), each of which Additional Commitment Lenders shall have entered into an Assignment agreement in form and Assumption (in accordance with and subject substance satisfactory to the restrictions contained in Section 8.07, with Borrowers and the Borrower obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, Administrative Agent pursuant to which such Additional Commitment Lenders Lender shall, effective on or before as of the Termination Date for such Non-Extending LenderSpecified Date, assume undertake a Revolving Credit Commitment (and, if any such Additional Commitment Lender is already a Lender, its Revolving Credit Commitment shall be in addition to such LenderXxxxxx’s Revolving Credit Commitment hereunder on such date). The Agent may effect such amendments to this Agreement as are reasonably necessary to provide for any such extensions with ; provided that the consent aggregate amount of the Borrower but without Commitments for all Additional Commitment Lenders shall be no more than the consent aggregate amount of any other the Commitments of all Nonconsenting Lenders. (e) If (and only if) the total aggregate amount of the Revolving Credit Commitments of the Lenders that have agreed to extend their Existing Termination Date and Dates plus the aggregate additional Revolving Credit Commitments of the Additional Commitment Lenders is shall be more than 50% of the aggregate amount of the Revolving Credit Commitments in effect immediately prior to the applicable Extension Specified Date, then, effective as of the applicable Extension Specified Date, the Existing Termination Date of each Extending Lender agreeing to an extension and of each Additional Commitment Lender shall be extended to the date that is one year after the Existing Termination Date (except thatDate, if such date is not a Business Day, such Termination Date as so extended shall be the next preceding Business Day) and each Additional Commitment Lender shall thereupon become a “Lender” for all purposes of this Agreement and shall be bound by the provisions of this Agreement as a Lender hereunder and shall have the obligations of a Lender hereunderAgreement. (f) Notwithstanding the foregoing, (x) no more than two (2) extensions of the Termination Date shall be permitted hereunder and (y) any extension of any a Lender’s Existing Termination Date pursuant to this Section 2.21 shall not be effective with respect to any Extending such Lender unless as of on the applicable Extension Specified Date and immediately after giving effect thereto: but only if (i) there the following statements shall exist be true: (A) no Default; event has occurred and is continuing, or would result from the extension of the Existing Termination Date, that constitutes an Event of Default or an Unmatured Default and (iiB) the representations and warranties contained in Section 4.01 are true and correct in all material respects (or in the case of any representation or warranty already qualified by materiality, true and correct in all respects) on and as of the Specified Date, before and after giving effect to such extension, as though made by the Borrower contained herein on and as of such date, except for those made specifically as of another date, in which case such representations and warranties shall be true as of such other date, provided that, for purposes of the representations and correct; and warranties in Sections 4.01(f) and the last sentence of 4.01(g), the Disclosure Documents shall include all the SEC filings made by FE and the Borrowers prior to the applicable Borrower Extension Notice Date, and (iiiii) on or prior to the Specified Date the Administrative Agent shall have received the following, each dated the Specified Date and in form and substance satisfactory to the Administrative Agent: (x) a certificate from the Borrower signed by of an Authorized Officer of each Borrower to the Borrower effect that as of the Specified Date the statements set forth in clauses (A) certifying the accuracy of the foregoing clauses (i) and (ii) and (B) certifying and attaching above are true, (y) certified copies of the resolutions adopted by of the Board of Directors (or similar governing body) of each Borrower approving or consenting authorizing such extension and the performance of this Agreement on and after the Specified Date, and of all documents evidencing other necessary corporate action and Governmental Action with respect to this Agreement and such extension of the Existing Termination Date and (z) an opinion of counsel to the Borrowers, as to such extensionmatters related to the foregoing as the Administrative Agent or the Lenders through the Administrative Agent may reasonably request. (g) On Subject to subsection (d) above, the Termination Date of each Non-Extending Lender, (i) the Revolving Credit Commitment of each Non-Extending any Nonconsenting Lender shall automatically terminate and (ii) the Borrower shall repay such Non-Extending Lender in accordance with Section 2.06 (and shall pay to such Non-Extending Lender all of the other obligations owing to it under this Agreement) and after giving effect thereto shall prepay any Revolving Advances outstanding on such date (and pay any additional amounts required pursuant to Section 2.02) to the extent necessary to keep outstanding Revolving Advances ratable with any revised Ratable Share of the respective Lenders effective as of such date, and the Agent shall administer any necessary reallocation of the outstanding Advances its Existing Termination Date (without regard to any minimum borrowing, pro rata borrowing and/or pro rata payment requirements contained elsewhere in this Agreementextension by any other Lender). (h) This Section shall supersede Each Fronting Bank may, in its sole discretion, elect not to serve in such capacity following any provisions in Section 2.02 or Section 8.01 extension of the Termination Date; provided that, (i) the Borrowers and the Administrative Agent may appoint a replacement for any such resigning Fronting Bank and (ii) the extension of the Termination Date may become effective without regard to the contrarywhether such replacement is found.

Extension of Termination Date. (ai) The Borrower may at any time from time Borrowers may, by notice to time the Administrative Agent (which shall promptly notify each Issuing Lender and the Lenders) not more than ninety (90) 60 days and not less than thirty (30) 30 days prior to any each anniversary of the Effective Date (or if such anniversary date is not a Business Day, the Business Day next succeeding such anniversary) (such anniversary of the Effective Date, by notice to the Agent (who shall promptly notify the Lenders) not later than 10 Business Days prior to the date on which the Lenders are requested to respond thereto (each such date, a “Lender Notice Extension Effective Date”), request (an “Extension Request”) that each Lender extend (each such date on which such extension occurs, an “Extension Date”) such Lender’s its Termination Date to for an additional one year; provided that no more than two Extension Requests may be requested during the date that is one year after life of the Termination Date then in effect for such Lender (the “Existing Termination Date”). (b) facility. Each Lender, acting in its sole and individual discretion, shall, by notice to the Borrowers and the Administrative Agent given not later than the applicable Lender Notice Date20th day (or such later day as shall be acceptable to the Borrowers) following the date of the Extension Request, advise the Borrowers and the Administrative Agent whether or not such Lender Xxxxxx agrees to such extension (each Lender extension; provided that determines to so extend its Termination Date, an “Extending Lender”). Each Lender that determines not to so extend its Termination Date (a “Non-Extending Lender”) shall notify the Agent of such fact promptly after such determination (but in any event no later than the Lender Notice Date), and any Lender that does not so advise the Agent on or before the Lender Notice Date Borrowers shall be deemed to be a Non-Extending Lenderhave rejected such Extension Request. The election of any Lender to agree to such extension shall not obligate any other Lender to so agree, and it is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for extension of the Termination Date. (cii) The Agent shall promptly notify With respect to any Extension Request, the Borrower of each Lender’s determination under this Section. (d) The Borrower Borrowers shall have the right, but shall not be obligated, at any time on or before prior to, or at any time following, the applicable Termination Date for any Non-Extending Lender related Extension Effective Date, unless an Event of Default shall have occurred and be continuing, to replace any Lender that rejected or was deemed to reject such Non-Extending Lender Extension Request with, and otherwise add as “Lenders” under to this Agreement in place thereofAgreement, one or more financial institutions that are Eligible Assignees (each, an “Additional Commitment Lender”) approved by the Agent, each Issuing Bank and the Swingline Lender in accordance with the procedures provided in Section 8.07, each of which Additional Commitment Lenders (which may include any existing Lender). Each Additional Commitment Lender shall have entered enter into an Assignment agreement with the Borrowers and Assumption (the Administrative Agent, in accordance with form and subject substance satisfactory to the restrictions contained in Section 8.07, with Borrowers and the Borrower obligated to pay any applicable processing or recordation fee) with such Non-Extending LenderAdministrative Agent, pursuant to which such Additional Commitment Lenders Lender shall, effective on or before as of the Termination related Extension Effective Date for (or, if such Non-Extending replacement occurs thereafter, as of the relevant effective date of such replacement), provide a (or, in the case of an existing Lender, assume a Revolving Credit Commitment (and, if any such Additional Commitment Lender is already a Lender, its Revolving Credit Commitment shall be in addition to such Lender’s Revolving Credit increase its) Commitment hereunder on such date). The Agent may effect such amendments to this Agreement as are reasonably necessary to provide for any such extensions with in the consent of the Borrower but without the consent of any other Lendersamount specified therein and (if not then an existing Lender) become a Lender hereunder. (eiii) If If, in connection with an Extension Request, Lenders (and only ifincluding any Additional Commitment Lenders) the total of the Revolving Credit Commitments of the Lenders that shall have agreed to extend their Termination Date and the additional Revolving Credit Commitments of the Additional Commitment Lenders is more than 50% of the aggregate amount of Commitments (such extending Lenders and extending Additional Commitment Lenders, collectively the Revolving Credit Commitments in effect immediately prior “Extending Lenders” with respect to the applicable such Extension Date, Request) then, effective as of the applicable related Extension Effective Date, the Termination Date of for each such Extending Lender and of each Additional Commitment Lender shall be extended to the date that is one year after the Existing related Extended Termination Date and (except that, if such date is not a Business Day, such Termination Date as so extended shall be the next preceding Business Daythen an existing Lender) and each Additional Commitment Lender shall thereupon become a “Lender” for all purposes of this Agreement and shall be bound by the provisions of this Agreement as a Lender hereunder and shall have the obligations of a Lender hereunder. (f) Notwithstanding the foregoing, (x) no more than two (2) extensions Agreement; provided that such extension of the Termination Date shall be permitted hereunder and (ythe “Extension”) any extension of any Termination Date pursuant to this Section 2.21 shall not be effective with respect to any Extending Lender unless as of the applicable related Extension Effective Date and immediately after giving effect theretothe following terms are satisfied: (iA) there no Default shall exist no Defaulthave occurred and be continuing; (iiB) the representations and warranties made by the Borrower contained herein set forth in Article III shall be true and correct; andcorrect on and as of such Extension Effective Date as if made on and as of 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); (iiiC) except as to the Termination Date with respect thereto, the Commitment of any Extending Lender, and the related outstandings, shall be a Commitment (or related outstandings, as the case may be) having the same terms (including collateral, if any) as the original Commitments (and related outstandings); provided that, subject to the provisions of Section 2.05(b) and Section 2.17(c), to the extent dealing with Letters of Credit which mature or expire after the applicable Termination Date when there exist more than one Tranche of Commitments, all Letters of Credit shall be participated in on a pro rata basis by all Lenders in accordance with their Pro Rata Share (and, except as provided in Section 2.05(b) and Section 2.17(c), without giving effect to changes thereto on the applicable Termination Date, with respect to Letters of Credit theretofore incurred or issued) and all borrowings under Commitments and repayments thereunder shall be made on a pro rata basis (except for repayments required upon the applicable Termination Date of a Tranche of Commitments); (D) all documentation in respect of such Extension shall be consistent with the terms of this Section 2.04(c); (E) the Administrative Agent shall have received a certificate from of the Borrower signed chief financial officer of PPG stating that the conditions with respect to the Extension have been satisfied; (F) the Administrative Agent shall have received such evidence of the authority of the Borrowers to effect the Extension as it may reasonably request; and (G) all amounts payable hereunder to any Lender that is being replaced by an Authorized Officer Additional Commitment Lender in connection with such Extension shall have been paid in full. Upon the effectiveness of the Borrower Extension, the Administrative Agent shall record the relevant information in the Register and give prompt notice of such Extension to the Borrowers and the Lenders. (iv) In connection with an Extension, the Borrowers shall agree to such procedures (including regarding timing, rounding and other adjustments and to ensure reasonable administrative management of the credit facilities hereunder after such Extension), if any, as may be established by, or acceptable to, the Administrative Agent to accomplish the purposes of this Section 2.04(c). (v) No consent of any parties to this Agreement shall be required to effectuate an Extension, other than (A) certifying the accuracy consent of the foregoing clauses each Lender agreeing to such Extension with respect to its Commitments (ior a portion thereof) and (ii) as contemplated above and (B) certifying the consent of the Administrative Agent and attaching each Issuing Lender (which consents referred to in this Clause (B) shall not be unreasonably withheld). The Lenders hereby consent to the resolutions adopted transactions contemplated by this Section 2.04(c) (including, for the Borrower approving avoidance of doubt, payment of any interest or consenting fees in respect of any extended Commitments on such terms as may be set forth in the Extension Request) and hereby waive the requirements of any provision of this Agreement (including Sections 2.03, 2.05, 2.06, 2.12 and 2.14) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.04(c). The Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments to this Agreement with the Borrowers (in consultation with the Lenders) as may be necessary in order to establish a new Tranche in respect of any extended Commitments and such extensiontechnical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrowers in connection with such new tranche, in each case on terms consistent with this Section 2.04(c) and the Extension Request. (gvi) On Notwithstanding anything herein to the contrary, (A) no Lender shall have any obligation to participate in or agree to an Extension and any election to do so shall be in the sole discretion of each Lender and (B) with respect to any Lender that rejected or was deemed to reject any Extension Request, the Termination Date of each Non-Extending Lender, for such Lender shall remain unchanged (i) and the Revolving Credit Commitment of each Non-Extending such Lender (including its obligation in respect of any participation in respect of any Letter of Credit) shall terminate, the Advances made by such Lender to any Borrower hereunder shall mature and be payable by such Borrower, and all other amounts owing to such Lender hereunder shall be payable, on such date). (vii) Any Issuing Xxxxxx may resign by notice to the Administrative Agent, the Lenders and the Borrowers on or before the applicable Extension Effective Date following the related Extension Request, and any such resignation shall become effective on the Termination Date in effect before giving effect to any extension thereof as a result of such Extension Request; provided that such Issuing Lender shall automatically terminate and (ii) the Borrower shall repay such Non-Extending Lender in accordance with Section 2.06 (and shall pay not be required to such Non-Extending Lender all issue, amend, extend or renew any Letter of the other obligations owing to it under this Agreement) and Credit if after giving effect thereto shall prepay any Revolving Advances outstanding on the such Letter of Credit would expire after the date (and pay any additional amounts required pursuant to Section 2.02) that is five Business Days prior to the extent necessary to keep outstanding Revolving Advances ratable with any revised Ratable Share of the respective Lenders effective as of such date, and the Agent shall administer any necessary reallocation of the outstanding Advances (without regard to any minimum borrowing, pro rata borrowing and/or pro rata payment requirements contained elsewhere in this Agreement)Original Termination Date. (h) This Section shall supersede any provisions in Section 2.02 or Section 8.01 to the contrary.

Extension of Termination Date. (a) The Borrower may So long as no Unmatured Default or Event of Default has occurred and is continuing and subject to the consent of the Majority Lenders and the conditions set forth in Section 2.19(c), the Borrowers may, at any time from time after the First Amendment Effective Date but prior to time not the then existing Termination Date, but on no more than ninety (90) days and not less than thirty (30) days prior to any anniversary of the Effective Datetwo occasions, by request through written notice to the Agent (who the “Extension Notice”), that the Lenders extend the then existing Termination Date for an additional one-year period; provided that the Termination Date, after giving effect to any such extension, shall not be later than five years after the effective date of such extension. The Agent shall promptly notify the Lenders) not later than 10 Business Days prior to the date on which the Lenders are requested to respond thereto (each such date, a “Lender Notice Date”), request that each Lender extend (each such date on which such extension occurs, upon receipt of an “Extension Date”) such Lender’s Termination Date to the date that is one year after the Termination Date then in effect for such Lender (the “Existing Termination Date”). (b) Notice. Each Lender, acting in its sole and individual discretion, shall, by notice to the Agent given not later than the applicable Lender Notice Datewithin 15 days of such notice, advise the Agent whether or not in writing of its desire to extend (any such Lender agrees to such extension (each Lender that determines to so extend its Termination DateLender, an a “Extending Consenting Lender”). Each Lender that determines ) or not to so extend its Termination Date (any such Lender, a “Non-Extending Consenting Lender”) shall notify the Agent of such fact promptly after such determination (but in any event no later than the Lender Notice Termination Date), and any . Any Lender that does not so advise the Agent on or before by the Lender Notice Consent Date shall be deemed to be a Non-Extending Consenting Lender. No Lender shall be under any obligation or commitment to extend the then existing Termination Date. The election of any Lender to agree to such extension shall not obligate any other Lender to so agree, and it is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for extension of the Termination Datesuch extension. (cb) The Agent shall promptly notify If the Borrower of each Lender’s determination under this Section. Majority Lenders (d) The Borrower shall have the right, but shall not be obligated, on or before the applicable Termination Date for any Non-Extending Lender to replace such Non-Extending Lender with, and add determined as “Lenders” under this Agreement in place thereof, one or more financial institutions that are Eligible Assignees (each, an “Additional Commitment Lender”) approved by the Agent, each Issuing Bank and the Swingline Lender in accordance with the procedures provided in Section 8.07, each of which Additional Commitment Lenders shall have entered into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 8.07, with the Borrower obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Commitment Lenders shall, effective on or before the Termination Date for such Non-Extending Lender, assume a Revolving Credit Commitment (and, if any such Additional Commitment Lender is already a Lender, its Revolving Credit Commitment shall be in addition to such Lender’s Revolving Credit Commitment hereunder on such date). The Agent may effect such amendments to this Agreement as are reasonably necessary to provide for any such extensions with the consent of the Borrower but without the consent of any other Lenders. (eConsent Date) If (and only if) the total of the Revolving Credit Commitments of the Lenders that shall have agreed to extend their such extension, then the then existing Termination Date and the additional Revolving Credit Commitments of the Additional Commitment Lenders is more than 50% of the aggregate amount of the Revolving Credit Commitments in effect immediately prior applicable to the applicable Extension Date, then, effective as of the applicable Extension Date, the Termination Date of each Extending Lender and of each Additional Commitment Lender Consenting Lenders shall be extended to the date that is one year after the Existing then existing Termination Date (except that, if such date is not a Business Day, such Termination Date as so extended Date. All Advances of each Non-Consenting Lender shall be subject to the next preceding Business Day) and each Additional Commitment Lender shall thereupon become a then existing Termination Date, without giving effect to such extension (such date, the “Lender” for all purposes Prior Termination Date”). In the event of this Agreement and shall be bound by the provisions of this Agreement as a Lender hereunder and shall have the obligations of a Lender hereunder. (f) Notwithstanding the foregoing, (x) no more than two (2) extensions an extension of the Termination Date shall be permitted hereunder and (y) any extension of any then existing Termination Date pursuant to this Section 2.21 2.19, the Borrowers shall not be effective with respect have the right, at their own expense, to any Extending Lender unless as of the applicable Extension Date and immediately after giving effect thereto: (i) there shall exist no Default; (ii) the representations and warranties made by the Borrower contained herein shall be true and correct; and (iii) solicit commitments from existing Lenders and/or Eligible Assignees reasonably acceptable to the Agent shall have received a certificate from and the Borrower signed by an Authorized Officer LC Issuing Banks to replace the Commitment of the Borrower (A) certifying the accuracy of the foregoing clauses (i) and (ii) and (B) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such extension. (g) On the Termination Date of each any Non-Extending Lender, Consenting Lenders for the remaining duration of this Agreement. Any Eligible Assignee (iif 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 Revolving Credit Agent and the Borrowers. The Commitment of each Non-Extending Consenting Lender shall terminate on the Prior Termination Date, all Advances and other amounts payable hereunder to such Non-Consenting Lenders shall be subject to the Prior Termination Date and, to the extent such Non-Consenting Lender’s Commitment is not replaced as provided above, the Aggregate Commitment hereunder shall be reduced by the amount of the 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 each Borrower stating that both before and after giving effect to such extension of the Termination Date (i) no Unmatured Default or 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 terminate released from their respective participations and reimbursement obligations under Section 2.4 with respect to any LC Outstandings and (ii) the Borrower shall repay such participations and reimbursement obligations of each Lender (other than the Non-Extending Lender in accordance with Section 2.06 (and Consenting Lenders) shall pay be automatically adjusted to equal such Non-Extending Lender all of the other obligations owing to it under this Agreement) and after giving effect thereto shall prepay any Revolving Advances outstanding on such date (and pay any additional amounts required pursuant to Section 2.02) to the extent necessary to keep outstanding Revolving Advances ratable with any revised Ratable Share of the respective Lenders effective as Lender’s Percentage of such date, and the Agent shall administer any necessary reallocation of the outstanding Advances (without regard to any minimum borrowing, pro rata borrowing and/or pro rata payment requirements contained elsewhere in this Agreement)LC Outstandings. (h) This Section shall supersede any provisions in Section 2.02 or Section 8.01 to the contrary.

Extension of Termination Date. (a) The Borrower may at any time from time to time At least 45 days but not more than ninety (90) days and not less than thirty (30) 75 days prior to any anniversary of the Effective 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 by one calendar year from its then scheduled expiration; provided, however, that, if the Borrower does not request an extension of the Termination Date in a timely manner prior to any Anniversary Date it may, but shall not be obligated to, request that the Termination Date be extended for two consecutive calendar years from its then scheduled expiration by making a request therefor in a timely manner prior to the next succeeding Anniversary Date. The Administrative Agent (who shall promptly notify the Lenders) each Lender of such request, and each Lender shall in turn, in its sole discretion, not later than 10 Business Days 30 days prior to such next 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 consent to any such request for extension of the Termination Date at least 30 days prior to the date on which the Lenders are requested to respond thereto (each such datenext Anniversary Date, a “Lender Notice Date”), request that each Lender extend (each such date on which such extension occurs, an “Extension Date”) such Lender’s Termination Date to the date that is one year after the Termination Date then in effect for such Lender (the “Existing Termination Date”). (b) Each Lender, acting in its sole and individual discretion, shall, by notice to the Agent given not later than the applicable Lender Notice Date, advise the Agent whether or not such Lender agrees to such extension (each Lender that determines to so extend its Termination Date, an “Extending Lender”). Each Lender that determines not to so extend its Termination Date (a “Non-Extending Lender”) shall notify the Agent of such fact promptly after such determination (but in any event no later than the Lender Notice Date), and any Lender that does not so advise the Agent on or before the Lender Notice Date shall be deemed to be a Non-Declining Lender with respect to such request. The Administrative 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. The election of any Lender to agree to such extension ”) but shall not obligate be extended as to any other Lender (each a “Declining Lender”). To the extent that the Termination Date is not extended as to so agreeany 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 it 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) The Agent shall promptly notify If there are any Declining Lenders, the Borrower of each Lender’s determination under this Section. (d) The Borrower shall have the right, but shall not be obligated, on or before the applicable Termination Date may arrange for any Non-Extending Lender to replace such Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more financial institutions that are Extending Lenders or other Eligible Assignees (each, each such Eligible Assignee that accepts an “Additional Commitment Lender”) approved by the Agent, each Issuing Bank and the Swingline Lender in accordance with the procedures provided in Section 8.07, each of which Additional Commitment Lenders shall have entered into an Assignment and Assumption (in accordance with and subject offer to the restrictions contained in Section 8.07, with the Borrower obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Commitment Lenders shall, effective on or before the Termination Date for such Non-Extending Lender, assume a Revolving Credit Commitment (and, if any such Additional Commitment Lender is already a Lender, its Revolving Credit Commitment shall be in addition to such Declining Lender’s Revolving Credit Commitment hereunder on such date). The Agent may effect such amendments to this Agreement as are reasonably necessary to provide for any such extensions with the consent of the Borrower but without the consent of any other Lenders. (e) If (and only if) the total of the Revolving Credit Commitments of the Lenders that have agreed to extend their Termination Date and the additional Revolving Credit Commitments of the Additional Commitment Lenders is more than 50% of the aggregate amount of the Revolving Credit Commitments in effect immediately prior to the applicable Extension Date, then, effective as of the applicable Extension Date, the Termination Date of each Extending Lender and of each Additional Commitment Lender shall be extended to the date that is one year after the Existing Termination Date (except that, if such date is not a Business Day, such Termination Date as so extended shall be the next preceding Business Day) and each Additional Commitment Lender shall thereupon become a “Lender” for all purposes of this Agreement and shall be bound by the provisions of this Agreement as a Lender hereunder and shall have the obligations of a Lender hereunder. (f) Notwithstanding the foregoing, (x) no more than two (2) extensions of the Termination Date shall be permitted hereunder and (y) any extension of any Termination Date pursuant to this Section 2.21 shall not be effective with respect to any Extending Lender unless as of the applicable Extension Date being an “Assuming Lender”) to assume, effective as of the Extension Date, any Declining Lender’s Commitment and immediately after giving effect theretoall 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; and provided further that: (i) there any such Extending Lender or Assuming Lender shall exist no Defaulthave 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 costs 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 representations and warranties made by the Borrower contained herein effective date of such assignment shall be true and correcthave been paid to such Declining Lender; and (iii) with respect to any such Assuming Lender, the Agent applicable processing and recordation fee required under Section 8.07(a) for such assignment shall have received a certificate from 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 Borrower signed by an Authorized Officer date of the Borrower substitution. At least three Business Days prior to any Extension Date, (A) certifying each such Assuming Lender, if any, shall have delivered to the accuracy 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 Declining Lender, the Borrower and the Administrative Agent, (B) any such Extending 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 Declining Lender being replaced pursuant to this Section 2.20 shall have delivered to the foregoing Administrative Agent any Note or Notes held by such Declining Lender. Upon the payment or prepayment of all amounts referred to in clauses (i) and ), (ii) and (Biii) certifying 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 attaching shall be a Lender for all purposes of this Agreement, without any further acknowledgment by or the resolutions adopted consent of the other Lenders, and the obligations of each such Declining Lender hereunder shall, by the Borrower approving or consenting to such extensionprovisions hereof, be released and discharged. (gd) On If all of the Extending and Assuming Lenders (after giving effect to any assignments and assumptions pursuant to subsection (c) of this Section 2.20) consent in writing to a requested extension (whether by written consent pursuant to subsection (a) of this Section 2.20, by execution and delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date, the 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 Termination Date 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 each Non-Extending Lender, (i) the Revolving Credit Commitment of each Non-Extending Lender shall automatically terminate and (ii) the Borrower shall repay such Non-Extending Lender in accordance with this Section 2.06 (and shall pay to such Non-Extending Lender all of the other obligations owing to it under this Agreement) and after giving effect thereto shall prepay any Revolving Advances outstanding on such date (and pay any additional amounts required pursuant to Section 2.02) to the extent necessary to keep outstanding Revolving Advances ratable with any revised Ratable Share of the respective Lenders effective as of such date2.20, and the Agent shall administer any necessary reallocation of the outstanding Advances (without regard to any minimum borrowing, pro rata borrowing and/or pro rata payment requirements contained elsewhere all references in this Agreement). (h) This Section shall supersede any provisions , and in Section 2.02 or Section 8.01 the Notes, if any, to the contrary“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 Administrative Agent shall notify the Lenders (including, without limitation, each Assuming Lender) of the extension of the scheduled Termination Date in effect immediately prior thereto and shall thereupon record in the Register the relevant information with respect to each such Extending Lender and each such Assuming Lender.

Extension of Termination Date. (a) The Borrower may at any time from time to time not more than ninety (90) days and not less than thirty (30) days prior to any anniversary of the Effective DateCompany may, by notice to the Administrative Agent (who which shall promptly notify the Lenders) not later less than 10 Business Days 45 days and not more than 60 days prior to the date on which the Lenders are requested to respond thereto each anniversary (each such dateanniversary, a “Lender Notice an "Anniversary ----------- Date”)") of the Effective Date, request that each Lender extend (each such date on which such extension occurs, an “Extension Date”) such Lender’s 's ---- Termination Date to the date (the "New Termination Date") that is one year -------------------- after the Termination Date then in effect for such Lender (the “Existing Final Termination Date”). (b) . Each Lender, acting in its sole and individual discretion, shall, by written notice to the Administrative Agent given not no later than the applicable Lender Notice date (the "Consent Date") that is the earlier of (i) 15 days ------------ after the date of the notice referred to in the preceding sentence and (ii) 30 days prior to the Anniversary Date (provided that, if such earlier date -------- is not a Business Day, the Consent Date shall be the next succeeding Business Day), advise the Administrative Agent as to: (1) whether or not such Lender agrees to such extension of its Termination Date (each Lender that determines so agreeing to so extend its Termination Date, such extension being an “"Extending Lender”"); and ----------------- (2) only if such Lender is an Extending Lender, whether or not such Lender also irrevocably offers to increase the amount of its Commitment (each Lender so offering to increase its Commitment being an "Increasing Lender" as well as an Extending Lender) and, if so, the ----------------- amount of the additional Commitment such Lender so irrevocably offers to assume hereunder (such Lender's "Proposed Additional Commitment"). ------------------------------ Each Lender that determines not to so extend its Termination Date (a “Non-"Non- --- Extending Lender”") shall notify the Administrative Agent (which shall ---------------- notify the Lenders) of such fact promptly after such determination (but in any event no later than the Lender Notice Consent Date), and any Lender that does not so advise the Administrative Agent in writing on or before the Lender Notice Consent Date 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 so agree, and it is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for extension of the Termination Date. (c) . The Administrative Agent shall promptly notify the Borrower Company of each Lender’s 's determination under this Section. (dSection 2.15(a) The Borrower shall have no later than the right, but shall not be obligated, on or before the applicable Termination Date for any Non-Extending Lender to replace such Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more financial institutions that are Eligible Assignees (each, an “Additional Commitment Lender”) approved by the Agent, each Issuing Bank and the Swingline Lender in accordance with the procedures provided in Section 8.07, each of which Additional Commitment Lenders shall have entered into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 8.07, with the Borrower obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Commitment Lenders shall, effective on or before the Termination Date for such Non-Extending Lender, assume a Revolving Credit Commitment (and, if any such Additional Commitment Lender is already a Lender, its Revolving Credit Commitment shall be in addition to such Lender’s Revolving Credit Commitment hereunder on such date). The Agent may effect such amendments to this Agreement as are reasonably necessary to provide for any such extensions with the consent of the Borrower but without the consent of any other Lenders. (e) If (and only if) the total of the Revolving Credit Commitments of the Lenders that have agreed to extend their Termination Date and the additional Revolving Credit Commitments of the Additional Commitment Lenders is more than 50% of the aggregate amount of the Revolving Credit Commitments in effect immediately date 25 days prior to the applicable Extension Date, then, effective as of the applicable Extension Date, the Termination Date of each Extending Lender and of each Additional Commitment Lender shall be extended to the date that is one year after the Existing Termination Anniversary Date (except thator, if such date is not a Business Day, such Termination Date as so extended shall be on the next preceding Business Day) and each Additional Commitment Lender shall thereupon become a “Lender” for all purposes of this Agreement and shall be bound by the provisions of this Agreement as a Lender hereunder and shall have the obligations of a Lender hereunder). (fi) Notwithstanding If all of the foregoingLenders are Extending Lenders, (x) no more than two (2) extensions then, effective as of the Consent Date, the Termination Date of each Lender shall be permitted hereunder extended to the New Termination Date, and (y) any extension the respective Commitments of any Termination the Lenders will not be subject to change at such Consent Date pursuant to this Section 2.21 shall not be effective with respect to any Extending Lender unless as of the applicable Extension Date and immediately after giving effect thereto: (i) there shall exist no Default;2.15. (ii) If and only if the representations and warranties made by sum of (x) the Borrower contained herein aggregate amount of the Commitments of the Extending Lenders plus (y) the aggregate amount of ---- the Proposed Additional Commitments of the Increasing Lenders (such sum, the "Extending Commitments") shall be true and correct; andequal to at least 80% of --------------------- the then Current Aggregate Commitment, then: (iii1) the Agent shall have received a certificate from the Borrower signed by an Authorized Officer effective as of the Borrower (A) certifying the accuracy of the foregoing clauses (i) and (ii) and (B) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such extension. (g) On Consent Date, the Termination Date of each Non-Extending Lender, Lender shall be extended to the New Termination Date; and (i2) the Revolving Credit Commitment Company shall (so long as no Default shall have occurred and be continuing) have the right, but not the obligation, to take either of the following actions with respect to each Non-Extending Lender shall automatically terminate during the period commencing on the Consent Date and (ii) ending on the Borrower shall repay such Non-Extending Lender in accordance with Section 2.06 (and shall pay to such Non-Extending Lender all of the other obligations owing to it under this Agreement) and after giving effect thereto shall prepay any Revolving Advances outstanding on such date (and pay any additional amounts required pursuant to Section 2.02) to the extent necessary to keep outstanding Revolving Advances ratable with any revised Ratable Share of the respective Lenders effective as of such date, and the Agent shall administer any necessary reallocation of the outstanding Advances (without regard to any minimum borrowing, pro rata borrowing and/or pro rata payment requirements contained elsewhere in this Agreement). (h) This Section shall supersede any provisions in Section 2.02 or Section 8.01 to the contrary.immediately succeeding Anniversary Date: