Common use of Extension of the Termination Date Clause in Contracts

Extension of the Termination Date. (a) Unless the Termination Date previously shall have occurred in accordance with the terms of this Agreement, at least 30 days but not more than 45 days before any Extension Date, the Borrowers may, by notice to the Administrative Agent (any such notice being irrevocable), request that the Administrative Agent and the Lenders extend the Termination Date for a period of one year. If the Borrowers shall make such request, the Administrative Agent shall promptly inform the Lenders thereof. Each Lender shall notify the Administrative Agent, in writing, of its agreement so to extend the Termination Date at least 20 days prior to such Extension Date, and, no later than 15 days prior to such Extension Date, the Administrative Agent shall notify the Borrowers in writing if the Lenders holding sufficient Commitments (determined per the last sentence of this subsection (a)) consent to such request. The granting of any such consent shall be in the sole and absolute discretion of each Lender (each Lender that consents being an “Extending Lender” and each Lender that does not consent, or that does not notify the Administrative Agent of its consent to any request for extension, being a “Declining Lender”), and if the Administrative Agent shall not so notify the Borrowers, such lack of notification shall be deemed to be a determination not to consent to such request. Any extension pursuant to this Section shall be effective only if (i) the sum of the Commitments, immediately following the effectiveness of any proposed extension, of (A) Extending Lenders and (B) third party financial institutions that become Lenders by accepting Commitments from Declining Lenders would exceed 50% of the Total Commitment in effect immediately prior to the effectiveness of any proposed extension and (ii) all representations and warranties contained in Section 6.01 are true and correct on the Termination Date as in effect immediately prior to the effectiveness of such proposed extension.

Extension of the Termination Date. (a) Unless The Termination Date may be extended, in the manner set forth in this Section, for a period of 364 days after the date on which the Termination Date previously shall would otherwise have occurred in accordance with occurred. If the terms of this Agreement, at least 30 days but not more than 45 days before any Extension Borrower wishes to extend the Termination Date, the Borrowers may, by it shall give written notice to that effect to the Administrative Agent (any such notice being irrevocable), request that not less than 90 days nor more than 150 days following the delivery to the Administrative Agent and of the audited annual financial statements of Borrower in accordance with Section 5.01(a), whereupon the Administrative Agent shall notify each of the Lenders extend of such notice. Each Lender will respond to such request, whether affirmatively or negatively, within the period ending on the later of 30 days following the submission of the Borrower's request to the Lenders or 40 days prior to the then scheduled Termination Date (the "Response Date"). If a Lender or Lenders respond negatively or fail to timely respond to such request, but such non-extending Lender(s) have Commitment(s) aggregating less than 331/3% of the aggregate amount of the Commitments, the Borrower shall, for a period of one year. If up to 60 days following the Borrowers shall make such request, the Administrative Agent shall promptly inform the Lenders thereof. Each Lender shall notify the Administrative Agent, Response Date (but in writing, of its agreement so to extend the Termination Date at least 20 days prior to such Extension Date, and, no any event not later than 15 days prior to such Extension the then effective Termination Date), have the right, with the assistance of the Administrative Agent shall notify Agent, to seek a mutually satisfactory substitute financial institution or financial institutions (which may be one or more of the Borrowers in writing if Lenders) to assume the Lenders holding sufficient Commitments (determined per the last sentence Commitment(s) of this subsection (asuch non-extending Lender(s)) . No Lender which fails to consent to such request. The granting of any such consent shall be in the sole and absolute discretion of each Lender (each Lender that consents being an “Extending Lender” and each Lender that does not consent, or that does not notify the Administrative Agent of its consent to any request for extension, being a “Declining Lender”), and if the Administrative Agent shall not so notify the Borrowers, such lack of notification shall be deemed to be have consented to a determination not request by the Borrower under this Section. Not later than the third Domestic Business Day prior to consent the end of such period (whether of 60 days or shorter), the Borrower shall, by notice to such request. Any extension pursuant to this Section shall be effective only if the Lenders through the Administrative Agent, either (i) terminate, effective on the sum third Domestic Business Day after the giving of such notice, the CommitmentsCommitment(s) of such non-extending Lender(s), immediately following whereupon the effectiveness of any proposed extension, of (A) Extending Lenders and (B) third party financial institutions that become Lenders by accepting Commitments from Declining Lenders would exceed 50% of the Total Commitment in effect immediately prior who have consented to the effectiveness extension shall continue with their commitments unaffected to lend subject to the terms of any proposed extension and this Agreement to the new Termination Date, or (ii) all representations and warranties contained in Section 6.01 are true and correct on the Termination Date as in effect immediately prior designate one or more new financial institutions reasonably acceptable to the effectiveness Administrative Agent to assume the Commitments of such proposed extension.non-extending Lenders, whereupon the aggregate amount of such Commitment(s) shall be assumed by such substitute financial institution or financial institutions within such 60-day period or

Extension of the Termination Date. (a) Unless the Termination Date previously shall have occurred in accordance with the terms of this Agreement, at At least 30 days but not more than 45 90 days before prior to each anniversary of the date hereof (but in any Extension event no later than 60 days prior to the then-scheduled Termination Date), the Borrowers Account Party may, by delivering a written notice to such effect to the Administrative Agent (any each such notice request being irrevocable), request that the Administrative Agent and the Lenders extend each Bank consent to a one-year extension of the Termination Date for a period Date. Upon receipt of one year. If the Borrowers shall make any such requestnotice, the Administrative Agent shall promptly inform communicate such request to the Lenders thereofBanks. Each Lender Within 30 days following the giving of such notice by the Account Party, the Banks shall notify the Administrative Agent, in writing, of its agreement so indicate to extend the Termination Date at least 20 days prior to such Extension Date, and, no later than 15 days prior to such Extension Date, the Administrative Agent shall notify whether the Borrowers in writing Account Party's request to so extend the then-scheduled Termination Date is acceptable to the Banks (and, if so, the Lenders holding sufficient Commitments (determined per the last sentence of this subsection (a)) consent conditions, if any, relating to such request. The granting acceptance, including conditions relating to renewal fees payable and legal documentation), it being understood that the unanimous written consent of the Issuing Banks and the Participating Banks shall be required to effect any such consent shall requested extension, that the determination by each Bank will be in the its sole and absolute discretion and that the failure of each Lender any Bank to so respond within such period shall be deemed to constitute a refusal by such Bank to consent to such request (each Lender with the result being that consents being an “Extending Lender” such request is denied). The Administrative Agent shall promptly notify the Account Party and each Lender the Banks of the result of such request, and if such request shall have been consented to by all of the Banks, upon the satisfaction of all of the conditions for extension (including the payment of any renewal fees and the costs and expenses of effecting the extension of the Termination Date), and provided that does no Default shall have occurred and then be continuing, the Termination Date shall be extended to the first anniversary of the then-scheduled Termination Date; PROVIDED, HOWEVER, that the Termination Date shall be so extended notwithstanding the existence of one or more Issuing Banks (the "NONEXTENDING ISSUING BANKS") that have elected not consent, to extend (or that does not failed to notify the Administrative Agent of its (or their) consent to any request for extension, being a “Declining Lender”)extend) if each such Nonextending Issuing Bank has been terminated as an Issuing Bank hereunder, and if the Administrative Agent shall not so notify the Borrowers, all Letters of Credit issued (or deemed issued) by such lack Nonextending Issuing Bank have been cancelled or replaced by new Letters of notification shall be deemed to be a determination not to consent to such request. Any extension Credit issued by one or more other Issuing Banks pursuant to this Section shall be effective only if (i) the sum of the Commitments, immediately following the effectiveness of any proposed extension, of (A) Extending Lenders and (B) third party financial institutions that become Lenders by accepting Commitments from Declining Lenders would exceed 50% of the Total Commitment in effect immediately prior to the effectiveness of any proposed extension and (ii) all representations and warranties contained in Section 6.01 are true and correct on the Termination Date as in effect immediately prior to the effectiveness of such proposed extensionterms hereof.

Extension of the Termination Date. (a) Unless The Termination Date may be extended for a period of up to one year after the date on which the Termination Date previously shall would otherwise have occurred in accordance with the terms provisions of this AgreementSection. If the Borrower wishes to request an extension of the Termination Date, at least 30 days but it shall give written notice to that effect to the Syndication Agent not less than 45 nor more than 45 90 days before prior to any Extension Date, whereupon the Borrowers maySyndication Agent shall notify each of the Banks of such notice. Each Bank will respond to such request, whether affirmatively or negatively, within 30 days. If a Bank or Banks respond negatively or fail to timely respond to such request, but such non-extending Banks have Commitments totaling less than 33 1/3% of the aggregate amount of the Commitments, the Borrower shall, for a period of 60 days following that Extension Date, have the right, with the assistance of the Syndication Agent, to seek a mutually satisfactory substitute financial institution or financial institutions (which may be one or more of the Banks) to assume the Commitments of such non-extending Banks. No Bank which fails to consent shall be deemed to have consented to a request by the Borrower under this Section. Not later than the third Domestic Business Day prior to the end of such period (whether of 60 days or shorter), the Borrower shall, by notice to the Administrative Banks through the Syndication Agent, either (i) terminate, effective on the third Domestic Business Day after the giving of such notice, the Commitments of such non-extending Banks, whereupon the Banks who have consented to the extension shall continue with their commitments unaffected to lend subject to the terms of this Agreement to the new Termination Date, or (ii) designate one or more new financial institutions reasonably acceptable to the Syndication Agent to assume the Commitments of such non-extending Banks, whereupon the aggregate amount of such Commitments shall be assumed by such substitute financial institution or financial institutions within such 60-day period or (any iii) withdraw its request for an extension of the Termination Date, in which case the Commitments shall continue unaffected. The failure of the Borrower to timely take the actions contemplated by clause (i) or (ii) of the preceding sentence shall be deemed a withdrawal of its request for an extension as contemplated by clause (ii) whether or not notice to such notice being irrevocableeffect is given. So long as Banks having Commitments totaling not less than 66 2/3% of the aggregate amount of the Commitments shall have responded affirmatively to such a request, and such request is not withdrawn in accordance with the preceding sentence, then, subject to receipt by the Syndication Agent of counterparts of an Extension Agreement in substantially the form of Exhibit I duly completed and signed by all of the parties hereto (other than non-consenting Banks), request that the Administrative Agent and the Lenders extend the Termination Date for a period of one year. If the Borrowers shall make such request, the Administrative Agent shall promptly inform the Lenders thereof. Each Lender shall notify the Administrative Agent, in writing, of its agreement so to extend the Termination Date at least 20 days prior to such Extension Date, and, no later than 15 days prior to such Extension Date, the Administrative Agent shall notify the Borrowers in writing if the Lenders holding sufficient Commitments (determined per the last sentence of this subsection (a)) consent to such request. The granting of any such consent shall be extended for the period set forth in the sole and absolute discretion of each Lender (each Lender that consents being an “Extending Lender” and each Lender that does not consent, or that does not notify the Administrative Agent of its consent to any request for extension, being a “Declining Lender”), and if the Administrative Agent shall not so notify the Borrowers, such lack of notification shall be deemed to be a determination not to consent to such request. Any extension pursuant to this Section shall be effective only if (i) the sum of the Commitments, immediately following the effectiveness of any proposed extension, of (A) Extending Lenders and (B) third party financial institutions that become Lenders by accepting Commitments from Declining Lenders would exceed 50% of the Total Commitment in effect immediately prior to the effectiveness of any proposed extension and (ii) all representations and warranties contained in Section 6.01 are true and correct on the Termination Date as in effect immediately prior to the effectiveness of such proposed extension.2.23

Extension of the Termination Date. (aThe Termination Date may be extended in the manner set forth in this subsection 2.01(c) Unless on not more than two occasions, in each case for a period of 364 days from the Termination Date previously then in effect. If the Borrower wishes to request an extension of the Termination Date, it shall have occurred give written notice to that effect to the Administrative Agent not less than 45 nor more than 60 days prior to the Termination Date then in accordance with effect, whereupon the terms Administrative Agent shall immediately notify each of this Agreementthe Banks of such request. Each Bank will use its best efforts to respond to such request, at least whether affirmatively or negatively, as it may elect in its discretion, within 30 days but not more than 45 days before any Extension Date, the Borrowers may, by of such notice to the Administrative Agent (any such notice being irrevocable), request that the Administrative Agent and the Lenders extend the Termination Date for a period of one yearAgent. If less than all Banks respond affirmatively to such request within 30 days, then so long as Banks having more than 50% of the Borrowers Commitments shall make such requesthave responded affirmatively, the Administrative Agent shall promptly inform the Lenders thereof. Each Lender shall notify the Administrative Agent, in writing, of its agreement so Banks that do not elect to extend the Termination Date at least 20 shall if so requested by the Borrower assign their Commitments in their entirety to one or more Assignees pursuant to Section 9.06(c) which Assignees will agree to extend the Termination Date. Subject to receipt by the Administrative Agent no earlier than 30 days prior to such Extension Date, and, no later than 15 days prior to such Extension Date, the Administrative Agent shall notify the Borrowers in writing if the Lenders holding sufficient Commitments (determined per the last sentence of this subsection (a)) consent to such request. The granting of any such consent shall be in the sole and absolute discretion of each Lender (each Lender that consents being an “Extending Lender” and each Lender that does not consent, or that does not notify the Administrative Agent of its consent to any request for extension, being a “Declining Lender”), and if the Administrative Agent shall not so notify the Borrowers, such lack of notification shall be deemed to be a determination not to consent to such request. Any extension pursuant to this Section shall be effective only if (i) the sum of the Commitments, immediately following the effectiveness of any proposed extension, of (A) Extending Lenders and (B) third party financial institutions that become Lenders by accepting Commitments from Declining Lenders would exceed 50% of the Total Commitment in effect immediately prior to the effectiveness of any proposed extension and (ii) all representations and warranties contained in Section 6.01 are true and correct on the Termination Date as then in effect immediately prior of counterparts of an Extension Agreement in substantially the form of Exhibit I hereto duly completed and signed by each of the Banks responding affirmatively to the effectiveness Borrower's request for extension and each Assignee contemplated by the preceding sentence, the Termination Date shall be extended for the period specified above as to such parties, and the Commitment of any Bank which shall not have responded affirmatively, to the extent such proposed extensionCommitment shall not have been assigned as contemplated by the preceding sentence, shall terminate on the unextended Termination Date (and no such Bank shall be obligated to make a Term Loan on such unextended Termination Date).

Extension of the Termination Date. (a) Unless The Termination Date may be extended, in the manner set forth in this Section, for a period of 364 days after the date on which the Termination Date previously shall would otherwise have occurred in accordance with occurred. If the terms of this Agreement, at least 30 days but not more than 45 days before any Extension Borrower wishes to extend the Termination Date, the Borrowers may, by it shall give written notice to that effect to the Administrative Agent (any such notice being irrevocable), request that not less than 90 days nor more than 150 days following the delivery to the Administrative Agent and of the audited annual financial statements of Borrower in accordance with Section 5.01(a), whereupon the Administrative Agent shall notify each of the Lenders extend of such notice. Each Lender will respond to such request, whether affirmatively or negatively, within the period ending on the later of 30 days following the submission of the Borrower's request to the Lenders or 40 days prior to the then scheduled Termination Date (the "Response Date"). If a Lender or Lenders respond negatively or fail to timely respond to such request, but such non-extending Lender(s) have Commitment(s) aggregating less than 331/3% of the aggregate amount of the Commitments, the Borrower shall, for a period of one year. If up to 60 days following the Borrowers shall make such request, the Administrative Agent shall promptly inform the Lenders thereof. Each Lender shall notify the Administrative Agent, Response Date (but in writing, of its agreement so to extend the Termination Date at least 20 days prior to such Extension Date, and, no any event not later than 15 days prior to the then effective Termination Date), have the right, with the assistance of the Administrative Agent, to seek a mutually satisfactory substitute financial institution or financial institutions (which may be one or more of the Lenders) to assume the Commitment(s) of such Extension non-extending Lender(s). No Lender which fails to consent shall be deemed to have consented to a request by the Borrower under this Section. Not later than the third Domestic Business Day prior to the end of such period (whether of 60 days or shorter), the Borrower shall, by notice to the Lenders through the Administrative Agent, either (i) terminate, effective on the third Domestic Business Day after the giving of such notice, the Commitment(s) of such non-extending Lender(s), whereupon the Lenders who have consented to the extension shall continue, with their commitments unaffected, to lend subject to the terms of this Agreement to the new Termination Date, or (ii) designate one or more new financial institutions reasonably acceptable to the Administrative Agent to assume the Commitments of such non-extending Lenders, whereupon the aggregate amount of such Commitment(s) shall notify be assumed by such substitute financial institution or financial institutions within such 60-day period or (iii) withdraw its request for an extension of the Borrowers Termination Date, in writing if which case the Lenders holding sufficient Commitments shall continue unaffected. The failure of the Borrower to timely take the actions contemplated by clause (determined per i) or (ii) of the last preceding sentence shall be deemed a withdrawal of this subsection its request for an extension as contemplated by clause (a)ii) consent whether or not notice to such effect is given. So long as Lenders having Commitment(s) totaling not less than 662/3% of the aggregate amount of the Commitment(s) shall have responded affirmatively to such a request. The granting of any , and such consent shall be request is not withdrawn in accordance with the sole and absolute discretion of each Lender (each Lender that consents being an “Extending Lender” and each Lender that does not consentpreceding sentence, or that does not notify then, subject to receipt by the Administrative Agent of its consent to any request for extension, being a “Declining Lender”counterparts of an Extension Agreement in substantially the form of Exhibit G duly completed and signed by all of the parties hereto (other than non-consenting Lenders), and if the Administrative Agent shall not so notify the Borrowers, such lack of notification shall be deemed to be a determination not to consent to such request. Any extension pursuant to this Section shall be effective only if (i) the sum of the Commitments, immediately following the effectiveness of any proposed extension, of (A) Extending Lenders and (B) third party financial institutions that become Lenders by accepting Commitments from Declining Lenders would exceed 50% of the Total Commitment in effect immediately prior to the effectiveness of any proposed extension and (ii) all representations and warranties contained in Section 6.01 are true and correct on the Termination Date as shall be extended for the period set forth in effect immediately prior to this Section 2.23 and in the effectiveness of such proposed extensionExtension Agreement.

Extension of the Termination Date. (a) Unless The Termination Date may be extended, in the manner set forth in this Section, for a period of 364 days after the date on which the Termination Date previously shall would otherwise have occurred in accordance with occurred. If the terms of this Agreement, at least 30 days but not more than 45 days before any Extension Borrower wishes to extend the Termination Date, the Borrowers may, by it shall give written notice to that effect to the Administrative Agent (any such notice being irrevocable), request that not less than 90 days nor more than 150 days following the delivery to the Administrative Agent and of the audited annual financial statements of Borrower in accordance with Section 5.01(a), whereupon the Administrative Agent shall notify each of the Lenders extend of such notice. Each Lender will respond to such request, whether affirmatively or negatively, within the period ending on the later of 30 days following the submission of the Borrower's request to the Lenders or 40 days prior to the then scheduled Termination Date (the "Response Date"). If a Lender or Lenders respond negatively or fail to timely respond to such request, but such non-extending Lender(s) have Commitment(s) aggregating less than 331/3% of the aggregate amount of the Commitments, the Borrower shall, for a period of one year. If up to 60 days following the Borrowers shall make such request, the Administrative Agent shall promptly inform the Lenders thereof. Each Lender shall notify the Administrative Agent, Response Date (but in writing, of its agreement so to extend the Termination Date at least 20 days prior to such Extension Date, and, no any event not later than 15 days prior to the then effective Termination Date), have the right, with the assistance of the Administrative Agent, to seek a mutually satisfactory substitute financial institution or financial institutions (which may be one or more of the Lenders) to assume the Commitment(s) of such Extension non-extending Lender(s). No Lender which fails to consent shall be deemed to have consented to a request by the Borrower under this Section. Not later than the third Domestic Business Day prior to the end of such period (whether of 60 days or shorter), the Borrower shall, by notice to the Lenders through the Administrative Agent, either (i) terminate, effective on the third Domestic Business Day after the giving of such notice, the Commitment(s) of such non-extending Lender(s), whereupon the Lenders who have consented to the extension shall continue with their commitments unaffected to lend subject to the terms of this Agreement to the new Termination Date, or (ii) designate one or more new financial institutions reasonably acceptable to the Administrative Agent to assume the Commitments of such non-extending Lenders, whereupon the aggregate amount of such Commitment(s) shall notify be assumed by such substitute financial institution or financial institutions within such 60-day period or (iii) withdraw its request for an extension of the Borrowers Termination Date, in writing if which case the Lenders holding sufficient Commitments shall continue unaffected. The failure of the Borrower to timely take the actions contemplated by clause (determined per i) or (ii) of the last preceding sentence shall be deemed a withdrawal of this subsection its request for an extension as contemplated by clause (a)ii) consent whether or not notice to such effect is given. So long as Lenders having Commitment(s) totaling not less than 662/3% of the aggregate amount of the Commitment(s) shall have responded affirmatively to such a request. The granting of any , and such consent shall be request is not withdrawn in accordance with the sole and absolute discretion of each Lender (each Lender that consents being an “Extending Lender” and each Lender that does not consentpreceding sentence, or that does not notify then, subject to receipt by the Administrative Agent of its consent to any request for extension, being a “Declining Lender”counterparts of an Extension Agreement in substantially the form of Exhibit G duly completed and signed by all of the parties hereto (other than non-consenting Lenders), and if the Administrative Agent shall not so notify the Borrowers, such lack of notification shall be deemed to be a determination not to consent to such request. Any extension pursuant to this Section shall be effective only if (i) the sum of the Commitments, immediately following the effectiveness of any proposed extension, of (A) Extending Lenders and (B) third party financial institutions that become Lenders by accepting Commitments from Declining Lenders would exceed 50% of the Total Commitment in effect immediately prior to the effectiveness of any proposed extension and (ii) all representations and warranties contained in Section 6.01 are true and correct on the Termination Date as shall be extended for the period set forth in effect immediately prior to this Section 2.23 and in the effectiveness of such proposed extensionExtension Agreement.

Extension of the Termination Date. (a) Unless the Termination Date previously shall have occurred in accordance with the terms of this AgreementNot earlier than 60 days prior to, at least nor later than 30 days but not more than 45 days before any Extension prior to each anniversary of the Closing DateFirst Amendment Effective Date (each, an “Anniversary Date”), the Borrowers may, Borrower may request by notice made to the Administrative Agent (any such notice being irrevocable), request that the Administrative Agent and the Lenders extend the Termination Date for a period of one year. If the Borrowers shall make such request, the Administrative Agent which shall promptly inform notify the Lenders thereof) a one-year extension of the Termination Date. Each Lender shall notify the Administrative Agent, in writing, of its agreement so to extend Agent by the Termination Date at least 20 days prior to such Extension Date, and, no later date specified by the Administrative Agent (which date shall be a Business Day and shall not be less than 15 days prior to such Extension Dateto, nor more than 30 days prior to, the Extension EffectiveAnniversary Date) that either (A) such Lender declines to consent to extending the Termination Date or (B) such Lender consents to extending the Termination Date. Any Lender not responding within the above time period shall be deemed not to have consented to extending the Termination Date. The Administrative Agent shall shall, after receiving the notifications from all of the Lenders or the expiration of such period, whichever is earlier, notify the Borrowers in writing if Borrower and the Lenders holding sufficient Commitments of the results thereof. The Borrower may request no more than two (determined per 2) extensions of the last sentence Termination Date pursuant to this Section following the First Amendment Effective Date. For the avoidance of doubt, at no time may the term of this subsection Agreement exceed two (a)2) years. (b) If any Lender declines, or is deemed to have declined, to consent to such request. The granting of any such consent shall be in the sole and absolute discretion of each Lender request for extension (each Lender that consents being an “Extending Lender” and each Lender that does not consent, or that does not notify the Administrative Agent of its consent to any request for extension, being a “Declining Lender”), the Borrower shall have the right to replace such Declining Lender in accordance with Section 2.20(b). Any Lender replacing a Declining Lender shall be deemed to have consented to such request for extension (regardless of when such replacement is effective) and if the Administrative Agent shall not so notify the Borrowers, such lack of notification shall be deemed to be a determination not Declining Lender. (c) If the Required Lenders have consented to consent to such request. Any the extension pursuant to this Section of the Termination Date, the Termination Date shall be extended (solely with respect to each Lender that consented to the extension) to the date that is one year after the then-effective only if Termination Date, effective as of the date to be determined by the Administrative Agent and the Borrower (the “Extension EffectiveAnniversary Date”). On or prior to the Extension EffectiveAnniversary Date, the Borrower shall deliver to the Administrative Agent, in form and substance satisfactory to the Administrative Agent, (i) the sum resolutions of the Commitments, immediately following the effectiveness of any proposed Borrower authorizing such extension, certified as being in effect as of the Extension EffectiveAnniversary Date and the related incumbency certificate of the Borrower, (Aii) Extending Lenders a favorable opinion of counsel for the Borrower (which may be an attorney of American Electric Power Service Corporation), as to such matters as any Lender through the Administrative Agent may reasonably request and (Biii) third party financial institutions that become Lenders by accepting Commitments from Declining Lenders would exceed 50% a certificate of the Total Commitment in Borrower stating that on and as of such Extension EffectiveAnniversary Date, and after giving effect immediately to the extension to be effective on such date, all conditions precedent to an Extension of Credit are satisfied. On each Extension Effective Dateor prior to the effectiveness of any proposed extension and (ii) all representations and warranties contained in Section 6.01 are true and correct on the Termination Date as in effect immediately prior applicable to the effectiveness of such proposed extension.any Declining Lender, 28 AmericasActive:16797229.116797229.4

Extension of the Termination Date. (a) Unless the Termination Date previously shall have occurred in accordance with the terms of this Agreement, at least 30 days but not more than 45 days before any Extension Date, the Borrowers Borrower may, by notice to the Administrative Agent (any such notice being irrevocable), request that the Administrative Agent Agent, the Fronting Banks and the Lenders extend the Termination Date for a period of one year. If the Borrowers Borrower shall make such request, the Administrative Agent shall promptly inform the Fronting Banks and the Lenders thereof. Each Fronting Bank and each Lender shall notify the Administrative Agent, in writing, of its agreement so to extend the Termination Date at least 20 days prior to such Extension Date, and, no later than 15 days prior to such Extension Date, the Administrative Agent shall notify the Borrowers Borrower in writing if the Fronting Bank and Lenders holding sufficient Commitments (determined per the last sentence of this subsection (a)) consent to such request. The granting of any such consent shall be in the sole and absolute discretion of each Fronting Bank and each Lender (each Lender that consents being an “Extending Lender” and each Lender that does not consent, or that does not notify the Administrative Agent of its consent to any request for extension, being a “Declining Lender”), and if the Administrative Agent shall not so notify the BorrowersBorrower, such lack of notification shall be deemed to be a determination not to consent to such request. Any extension pursuant to this Section shall be effective only if (i) the sum of the Commitments, immediately following the effectiveness of any proposed extension, of (A) Extending Lenders and (B) third party financial institutions that become Lenders by accepting Commitments from Declining Lenders would exceed 50% of the Total Commitment in effect immediately prior to the effectiveness of any proposed extension and (ii) no Event of Default has occurred and is continuing and all representations and warranties contained in Section 6.01 are true and correct on the Termination Date as in effect immediately prior to the effectiveness of such proposed extension.