Common use of Extension Option Clause in Contracts

Extension Option. The Borrower may request that the Commitments be extended for up to two additional one year periods by providing not less than 30 days’ written notice (the date of such notice, a “Notice Date”) to the Administrative Agent prior to any anniversary of the Closing Date. If a Bank agrees, in its individual and sole discretion (and with the approval of the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned), to extend its Commitment (such Bank, an “Extending Bank”), it will notify the Administrative Agent, in writing, of its decision to do so no later than 15 days after the applicable Notice Date (such extension decision, a “Commitment Extension”). The Administrative Agent will notify the Borrower, in writing, of the Banks’ decisions promptly upon receipt thereof and in any event not later than one (1) Business Day after receipt thereof. The Extending Banks’ Commitments will be extended for an additional year from the then current Maturity Date so long as (i) the Commitments of the Extending Banks (after giving effect to any assumption by any Extending Banks of Commitments of Declining Banks as described below), together with the Commitments of any New Banks that replace any Declining Banks, represent more than 50% of the Total Commitments then in effect, and (ii) on the date of any request by the Borrower to extend the Commitments, the applicable conditions set forth in Section 5.3 shall be satisfied. No Commitment Extension shall result in the then-existing Maturity Date being more than five (5) years from the effective date of such Commitment Extension. No Bank shall be required to consent to any such extension request or be required to increase its Commitment. The Maturity Date with respect to any Bank that declines or does not respond to the Borrower’s request for an extension of the Commitments (a “Declining Bank”) shall remain the then-existing Maturity Date (without regard to any extension of the Commitments of other Banks); provided that the Borrower shall continue to have the right to replace any such Declining Bank (with respect to all or any portion of its Commitment) following the effectiveness of any such extension. The Borrower will have the right to accept Commitments from any Eligible Assignee that is not a Bank in an aggregate amount up to the aggregate amount of the Commitments of any Declining Banks; provided that any Eligible Assignee proposed to be substituted for a Declining Bank (unless such Eligible Assignee is an affiliate of a Bank) must be approved by the Administrative Agent, the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned. The Borrower may only extend the Maturity Date twice during the term of this Agreement pursuant to this Section 2.7.

Extension Option. The Borrower may request that the Commitments be extended for up to two additional one year periods by providing not less than 30 days’ written notice (the date of such notice, a “Notice Date”) to the Administrative Agent prior to any anniversary of the Closing Date. If a Bank agrees, in its individual and sole discretion (and with the approval of the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned)discretion, to extend its Commitment (such Bank, an “Extending Bank”), it will notify the Administrative Agent, in writing, of its decision to do so no later than 15 20 days after the applicable Notice Date (such extension decision, a “Commitment Extension”)Date. The Administrative Agent will notify the Borrower, in writing, of the Banks’ decisions promptly upon receipt thereof and in any event not no later than one (1) Business Day 25 days after receipt thereofsuch Notice Date. The Extending Banks’ Commitments will be extended for an additional year from the then current Maturity Date so long as (i) the Commitments of the Extending Banks (after giving effect to any assumption by any Extending Banks of Commitments of Declining Banks as described below), together with the Commitments of any New new Banks that replace any Declining Banks, represent more than 50% of the Total Commitments then in effect, and (ii) on the date of any request by the Borrower to extend the Commitments, the applicable conditions set forth in Section 5.3 shall be satisfied. No Commitment Extension shall result in the then-existing Maturity Date being more than five (5) years from the effective date of such Commitment Extension. No Bank shall be required to consent to any such extension request or be required to increase its Commitment. The Maturity Date with respect to and any Bank that declines or does not respond to the Borrower’s request for an extension of the Commitments (a “Declining Bank”) shall remain will have its Commitment terminated on the then-then existing Maturity Date (without regard to any extension of the Commitments of other Banks); provided that the Borrower shall continue to have the right to replace any such Declining Bank (with respect to all or any portion of its Commitment) following the effectiveness of any such extension. The Borrower will have the right to accept Commitments from any Eligible Assignee that is not a Bank in an aggregate amount up to the aggregate amount of the Commitments of any Declining Banks; provided that (i) the Extending Banks will have the right to increase their Commitments in an aggregate amount up to the aggregate amount of the Declining Banks’ Commitments before the Borrower will be permitted to substitute any Eligible Assignees for the Declining Banks and (ii) any Eligible Assignee proposed to be substituted for a Declining Bank (unless such Eligible Assignee is an affiliate of a Bank) must be approved by the Administrative Agent, the Swingline Lender Agent and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned. The Borrower may only extend the Maturity Date twice during the term of this Agreement pursuant to this Section 2.7.

Extension Option. The Borrower may request that the Commitments be extended for up to two additional one year periods by providing not less than 30 days’ written notice (the date of such notice, a “Notice Date”) to the Administrative Agent prior to any anniversary of the Closing Date. If a Bank Lender agrees, in its individual and sole discretion (and with the approval of the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned)discretion, to extend its Commitment (such BankLender, an “Extending BankLender”), it will notify the Administrative Agent, in writing, of its decision to do so no later than 15 20 days after the applicable Notice Date (such extension decision, a “Commitment Extension”)Date. The Administrative Agent will notify the Borrower, in writing, of the BanksLenders’ decisions promptly upon receipt thereof and in any event not no later than one (1) Business Day 25 days after receipt thereofsuch Notice Date. The Extending BanksLenders’ Commitments will be extended for an additional year from the then current Maturity Termination Date so long as (the “Extended Termination Date”) or the Extended Termination Date (the “Second Extended Termination Date”); provided that (i) the Commitments of the Extending Banks (after giving effect to any assumption by any Extending Banks of Commitments of Declining Banks as described below), together with the Commitments of any New Banks that replace any Declining Banks, represent more than 50% of the Total Commitments then in effect, is extended or otherwise committed to by Extending Lenders and any new Lenders and (ii) on the date of any request by the Borrower to extend the Commitments, the applicable conditions set forth in Section 5.3 3.02 shall be satisfied. No Commitment Extension shall result in the then-existing Maturity Date being more than five (5) years from the effective date of such Commitment Extension. No Bank Lender shall be required to consent to any such extension request or be required to increase its Commitment. The Maturity Date with respect to and any Bank Lender that declines or does not respond to the Borrower’s request for an extension of the Commitments commitment renewal (a “Declining BankLender”) shall remain will have its Commitment terminated on the then-then existing Maturity Termination Date (without regard to any extension of the Commitments of renewals by other BanksLenders); provided that the Borrower shall continue to have the right to replace any such Declining Bank (with respect to all or any portion of its Commitment) following the effectiveness of any such extension. The Borrower will have the right to accept Commitments commitments from any Eligible Assignee that is not a Bank Assignees in an aggregate amount up equal to the aggregate amount of the Commitments of any Declining BanksLenders; provided that the Extending Lenders will have the right to increase their Commitments up to the amount of the Declining Lenders’ Commitments before the Borrower will be permitted to substitute any Eligible Assignee proposed to be substituted Assignees for a the Declining Bank (unless such Eligible Assignee is an affiliate of a Bank) must be approved by the Administrative Agent, the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditionedLenders. The Borrower may only extend the Maturity Termination Date twice during the term of this Agreement pursuant to this Section 2.72.20.

Extension Option. The Borrower may request that the Commitments be extended for up to two additional one year periods by providing not less than 30 days’ written notice (the date of such notice, a “Notice Date”) to the Administrative Agent prior to any anniversary of the Closing Date. If a Bank agrees, in its individual and sole discretion (and with the approval of the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned)discretion, to extend its Commitment (such Bank, an “Extending Bank”), it will notify the Administrative Agent, in writing, of its decision to do so no later than 15 20 days after the applicable Notice Date (such extension decision, a “Commitment Extension”)Date. The Administrative Agent will notify the Borrower, in writing, of the Banks’ decisions promptly upon receipt thereof and in any event not no later than one (1) Business Day 25 days after receipt thereofsuch Notice Date. The Extending Banks’ Commitments will be extended for an additional year from the then current Maturity Date so long as (i) the Commitments of the Extending Banks (after giving effect to any assumption by any Extending Banks of Commitments of Declining Banks as described below), together with the Commitments of any New new Banks that replace any Declining Banks, represent more than 50% of the Total Commitments then in effect, and (ii) on the date of any request by the Borrower to extend the Commitments, the applicable conditions set forth in Section 5.3 shall be satisfied. No Commitment Extension shall result in the then-existing Maturity Date being more than five (5) years from the effective date of such Commitment Extension. No Bank shall be required to consent to any such extension request or be required to increase its Commitment. The Maturity Date with respect to Commitment and any Bank that declines or does not respond to the Borrower’s request for an extension of the Commitments (a “Declining Bank”) shall remain will have its Commitment terminated on the then-then existing Maturity Date (without regard to any extension of the Commitments of other Banks); provided that the Borrower shall continue to have the right to replace any such Declining Bank (with respect to all or any portion of its Commitment) following the effectiveness of any such extension. The Borrower will have the right to accept Commitments from any Eligible Assignee that is not a Bank in an aggregate amount up to the aggregate amount of the Commitments of any Declining Banks; provided that (i) the Extending Banks will have the right to increase their Commitments in an aggregate amount up to the aggregate amount of the Declining Banks’ Commitments before the Borrower will be permitted to substitute any Eligible Assignees for the Declining Banks (it being understood that the Administrative Agent, in consultation with the Borrower, shall be able to allocate the amount of such Declining Banks’ Commitments among each Extending Bank in an amount not to exceed the amount by which such Extending Bank agreed to increase its Commitment) and (ii) any Eligible Assignee proposed to be substituted for a Declining Bank (unless such Eligible Assignee is an affiliate of a Bank) must be approved by the Administrative Agent, the Swingline Lender Agent and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned. The Borrower may only extend the Maturity Date twice during the term of this Agreement pursuant to this Section 2.7.

Extension Option. The On the Option Date (so long as the Borrower has not elected the Conversion Option), the Borrower, with the prior written consent of Revolver A Lenders holding 66.66% of outstanding Revolver A Advances, or if there are no Revolver A Advances outstanding, 66.66% of the Revolver A Commitment (the "Revolver A Determining Lenders"), and so long as there exists no Default, may request that elect to extend the Commitments maturity of the Revolver A Loan for an additional 364 day period until the Extension Final Maturity. Such election must be extended for up made no sooner than 60 days prior to two additional one year periods by providing not less the applicable Option Date and no later than 30 days’ days (or such lesser period as agreed to by the Administrative Agent and the Lenders agreeing to extend) prior to the Option Date by written notice (in accordance with the date terms of Section 10.02 hereof to each Lender selected by the Borrower and the Administrative Agent, of its request to extend the final maturity of the Revolver A Loan. Each Revolver A Lender shall, no later 10 Business Days after receipt of such noticenotice (or such lesser time period agreed to by the Borrower and the Administrative Agent); provided that in no case shall such response be delivered more than 45 calendar days prior to the Option Date, give written notice to the Borrower and the Administrative Agent of its approval or disapproval of such extension. Any Lender failing to give such notice shall be deemed to have rejected such extension; and, upon the Option Date, its Revolver A Specified Percentage shall be zero and such Lender shall not be participating in the Revolver A Loan thereafter. Notwithstanding anything herein to the contrary, no Lender shall be obligated to consent to such extension. If the Borrower fails to receive the consent of Revolver A Lenders having Revolver A Specified Percentages totaling 100%, then, if the Revolver A Determining Lenders have consented to such extension (i) only those consenting Revolver A Lenders will have Revolver A Specified Percentages in excess of zero, (ii) the Revolver A Commitment shall be reduced by a “Notice Date”) dollar amount equal to the product of the non-consenting Lenders' Revolver A Specified Percentages times the Revolver A Commitment in effect on the day before the Option Date or the Borrower and the Administrative Agent may agree to add new lenders or consenting Lenders acceptable to the Administrative Agent prior to any anniversary of the Closing Date. If a Bank agreespurchase from each non-extending Lender its rights, in its individual duties and sole discretion (and with the approval of the Swingline Lender obligations under this Agreement and the Issuing BanksLoan Papers in accordance with Section 10.04 hereof, such approval, in each case, not to be unreasonably withheld, delayed or conditioned), to extend its Commitment (such Bank, an “Extending Bank”), it will notify iii) the Administrative Agent, in writing, of its decision to do so no later than 15 days after the applicable Notice Date (such extension decision, a “Commitment Extension”). The Administrative Agent will notify each (A) Revolver A Lender of its reallocated Revolver A Specified Percentage and the Borrower, in writing, new Revolver A Commitment and (B) each Lender of the Banks’ decisions promptly upon receipt thereof and in any event not later than one reallocated Total Specified Percentages (1) Business Day after receipt thereof. The Extending Banks’ Commitments will be extended for an additional year from the then current Maturity Date so long as if any), (iiv) the Commitments of the Extending Banks (after giving effect to any assumption by any Extending Banks of Commitments of Declining Banks Borrower will pay all costs incurred as described below), together with the Commitments of any New Banks that replace any Declining Banks, represent more than 50% of the Total Commitments then in effect, and (ii) on the date of any request by the Borrower to extend the Commitments, the applicable conditions set forth in Section 5.3 shall be satisfied. No Commitment Extension shall a result in the then-existing Maturity Date being more than five (5) years from the effective date of such Commitment Extension. No Bank shall be required to consent to any such extension request or be required to increase its Commitment. The Maturity Date with respect to any Bank that declines or does not respond to the Borrower’s request for an extension of the Commitments (a “Declining Bank”) shall remain the then-existing Maturity Date (without regard to any extension of the Commitments of other Banks); provided that the Borrower shall continue to have the right to replace any such Declining Bank (with respect to all or any portion of its Commitment) following the effectiveness of any such extension. The Borrower will have the right to accept Commitments from any Eligible Assignee that is not a Bank in an aggregate amount up to the aggregate amount reallocation of the Commitments of any Declining Banks; provided that any Eligible Assignee proposed to be substituted for a Declining Bank (unless such Eligible Assignee is an affiliate of a Bank) must be approved by the Administrative Agent, the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned. The Borrower may only extend the Maturity Date twice during the term of this Agreement pursuant to this Section 2.7.Revolver A

Extension Option. The Borrower may request that the Commitments be extended for up to two additional one year periods by providing not less than 30 days’ written notice (the date of such notice, a “Notice Date”) to the Administrative Agent prior to any anniversary of the Closing Date. If a Bank agrees, in its individual and sole discretion (and with the approval of the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned)discretion, to extend its Commitment (such Bank, an “Extending Bank”), it will notify the Administrative Agent, in writing, of its decision to do so no later than 15 20 days after the applicable Notice Date (such extension decision, a “Commitment Extension”)Date. The Administrative Agent will notify the Borrower, in writing, of the Banks’ decisions promptly upon receipt thereof and in any event not no later than one (1) Business Day 25 days after receipt thereofsuch Notice Date. The Extending Banks’ Commitments will be extended for an additional year from the then current Maturity Date so long as (i) the Commitments of the Extending Banks (after giving effect to any assumption by any Extending Banks of Commitments of Declining Banks as described below), together with the Commitments of any New Banks that replace any Declining Banks, represent more than 50% of the Total Commitments then in effect, and (ii) on the date of any request by the Borrower to extend the Commitments, the applicable conditions set forth in Section 5.3 shall be satisfied. No Commitment Extension shall result in the then-existing Maturity Date being more than five (5) years from the effective date of such Commitment Extension. No Bank shall be required to consent to any such extension request or be required to increase its Commitment. The Maturity Date with respect to Commitment and any Bank that declines or does not respond to the Borrower’s request for an extension of the Commitments (a “Declining Bank”) shall remain will have its Commitment terminated on the then-then existing Maturity Date (without regard to any extension of the Commitments of other Banks); provided that the Borrower shall continue to have the right to replace any such Declining Bank (with respect to all or any portion of its Commitment) following the effectiveness of any such extension. The Borrower will have the right to accept Commitments from any Eligible Assignee that is not a Bank in an aggregate amount up to the aggregate amount of the Commitments of any Declining Banks; provided that (i) the Extending Banks will have the right, subject to the approval of the Issuing Banks, such approval not to be unreasonably withheld, delayed or conditioned, to increase their Commitments in an aggregate amount up to the aggregate amount of the Declining Banks’ Commitments before the Borrower will be permitted to substitute any Eligible Assignees for the Declining Banks (it being understood that the Administrative Agent, in consultation with the Borrower, shall be able to allocate the amount of such Declining Banks’ Commitments among each Extending Bank in an amount not to exceed the amount by which such Extending Bank agreed to increase its Commitment) and (ii) any Eligible Assignee proposed to be substituted for a Declining Bank (unless such Eligible Assignee is an affiliate of a Bank) must be approved by the Administrative Agent, the Swingline Lender Agent and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned. The Borrower may only extend the Maturity Date twice during the term of this Agreement pursuant to this Section 2.7.

Extension Option. The Borrower may request that extend the Commitments be extended Maturity Date two (2) times only for up to two additional one year periods a period of six (6) months per extension upon satisfaction of the following terms and conditions for each extension: (i) delivery by providing not less than 30 days’ Borrower of a written notice to Administrative Agent (the date of such notice, a an “Notice DateExtension Notice”) to the Administrative Agent prior to any anniversary of the Closing Date. If on or before a Bank agrees, in its individual and sole discretion date that is not more than one hundred twenty (and with the approval of the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned), to extend its Commitment (such Bank, an “Extending Bank”), it will notify the Administrative Agent, in writing, of its decision to do so no later than 15 120) days after the applicable Notice Date (such extension decision, a “Commitment Extension”). The Administrative Agent will notify the Borrower, in writing, of the Banks’ decisions promptly upon receipt thereof and in any event not later nor less than one (1) Business Day after receipt thereof. The Extending month prior to the then-scheduled Maturity Date, which Extension Notice Administrative Agent shall promptly deliver to the Banks’ Commitments will , which Extension Notice shall include a certification dated as of the date of such Extension Notice signed by a duly authorized signatory of Borrower, stating, to the best of the certifying party’s knowledge, (x) all representations and warranties contained in this Agreement and in each of the other Loan Documents are true and correct on and as of the date of such Extension Notice (except in those cases where such representation or warranty expressly relates to an earlier date, in which case such representations and warranties were true and correct as of such date, and except for changes in factual circumstances not prohibited under the Loan Documents), and (y) no Event of Default has occurred and is continuing; (ii) no Event of Default shall have occurred and be extended for an additional year from continuing on the then current original Maturity Date so long as (ian “Extension Date”); and (iii) the Commitments of the Extending Banks (after giving effect Borrower shall pay to any assumption by any Extending Banks of Commitments of Declining Banks as described below), together with the Commitments of any New Banks that replace any Declining Banks, represent more than 50Administrative Agent on or before such Extension Date a fee equal to 0.0625% of the Total Commitments then in effectLoan Commitment on such Extension Date for each extension, and (ii) on the date of any request by the Borrower to extend the Commitments, the applicable conditions set forth in Section 5.3 which fee shall be satisfieddistributed by Administrative Agent pro rata to each of the Banks based on each Bank’s Pro Rata Share. No Commitment Borrower’s delivery of an Extension shall result in the then-existing Maturity Date being more than five (5) years from the effective date of such Commitment Extension. No Bank Notice shall be required to consent to any such extension request or be required to increase its Commitment. The Maturity Date with respect to any Bank that declines or does not respond to the Borrower’s request for an extension of the Commitments (a “Declining Bank”) shall remain the then-existing Maturity Date (without regard to any extension of the Commitments of other Banks); provided that the Borrower shall continue to have the right to replace any such Declining Bank (with respect to all or any portion of its Commitment) following the effectiveness of any such extension. The Borrower will have the right to accept Commitments from any Eligible Assignee that is not a Bank in an aggregate amount up to the aggregate amount of the Commitments of any Declining Banks; provided that any Eligible Assignee proposed to be substituted for a Declining Bank (unless such Eligible Assignee is an affiliate of a Bank) must be approved by the Administrative Agent, the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned. The Borrower may only extend the Maturity Date twice during the term of this Agreement pursuant to this Section 2.7irrevocable.

Extension Option. The Borrower may request that extend the Commitments be extended Term Loan Maturity Date two (2) times only for up to two additional a period of one (1) year periods per extension upon satisfaction of the following terms and conditions for each extension: (i) delivery by providing not less than 30 days’ the Borrower of a written notice (the date of such notice, a “Notice Date”) to the Administrative Agent prior to any anniversary of the Closing Date. If a Bank agrees, in its individual and sole discretion (and with the approval of the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned), to extend its Commitment (such Bank, an “Extending BankExtension Notice”), it will notify the Administrative Agent, in writing, of its decision to do so no later ) on or before a date that is not more than 15 one hundred twenty (120) days after the applicable Notice Date (such extension decision, a “Commitment Extension”). The Administrative Agent will notify the Borrower, in writing, of the Banks’ decisions promptly upon receipt thereof and in any event not later nor less than one (1) Business Day after receipt thereof. The Extending Banks’ Commitments will be extended for an additional year from month prior to the then current scheduled Term Loan Maturity Date, which Extension Notice Administrative Agent shall promptly deliver to the Term Loan Banks and which Extension Notice shall include a certification dated as of the date of such Extension Notice signed by a duly authorized signatory of the Borrower, stating, to the best of the certifying party’s knowledge, (x) all representations and warranties contained in this Agreement and in each of the other Loan Documents are true and correct in all material respects (except to the extent any such representation or warranty is qualified by “materiality”, “Material Adverse Effect” or a similar qualifier, in which case it shall be true and correct in all respects) and as of the date of such Extension Notice (except in those cases where such representation or warranty expressly relates to an earlier date, in which case such representations and warranties were true and correct in all material respects (except to the extent any such representation or warranty is qualified by “materiality”, “Material Adverse Effect” or a similar qualifier, in which case it shall be true and correct in all respects) as of such earlier date and except for changes in factual circumstances not prohibited under the Loan Documents), and (y) no Event of Default has occurred and is continuing; (ii) no Event of Default shall have occurred and be continuing as of the then scheduled Term Loan Maturity Date, and (iii) the Borrower shall pay to the Administrative Agent on or before the then scheduled Term Loan Maturity Date so long as a fee equal to (ix) the Commitments of the Extending Banks (after giving effect to any assumption by any Extending Banks of Commitments of Declining Banks as described below), together with the Commitments of any New Banks that replace any Declining Banks, represent more than 500.125% of the Total Commitments then in effect, and (ii) on the date of any request by the Borrower to extend the Commitments, the applicable conditions set forth in Section 5.3 shall be satisfied. No Commitment Extension shall result in the then-existing Maturity Date being more than five (5) years from the effective date of such Commitment Extension. No Bank shall be required to consent to any such extension request or be required to increase its Commitment. The Maturity Date with respect to any Bank that declines or does not respond to the Borrower’s request for an extension of the Commitments (a “Declining Bank”) shall remain the then-existing Maturity Date (without regard to any extension of the Commitments of other Banks); provided that the Borrower shall continue to have the right to replace any such Declining Bank (with respect to all or any portion of its Commitment) following the effectiveness of any such extension. The Borrower will have the right to accept Commitments from any Eligible Assignee that is not a Bank in an aggregate amount up to the aggregate outstanding principal amount of the Commitments Term Loans on the original Term Loan Maturity Date for the first extension and (y) 0.15% of any Declining Banks; provided that any Eligible Assignee proposed to be substituted for a Declining Bank (unless such Eligible Assignee is an affiliate the outstanding principal amount of a Bank) must be approved the Term Loans on the Term Loan Maturity Date, as extended by the first such extension, for the second extension, which fee shall be distributed by Administrative Agent, Agent pro rata to each of the Swingline Lender and the Issuing Banks, such approval, in Term Loan Banks based on each case, not to be unreasonably withheld, delayed or conditioned. The Borrower may only extend the Maturity Date twice during the term of this Agreement pursuant to this Section 2.7Bank’s Term Loan Commitment Percentage.

Extension Option. (a) The Borrower Termination Date may request that the Commitments be extended in the manner set forth in this Section for up to two additional a period of one year periods by providing from the Termination Date then in effect. If the Borrowers wish to request an extension of the Termination Date, the Borrowers shall give written notice to that effect to the Administrative Agent not less than 30 days’ written notice (days nor more than 90 days prior to each anniversary of the date hereof that occurs on or prior to the Termination Date then in effect, whereupon the Administrative Agent shall promptly notify each of the Banks of such noticerequest. Each Bank will use its best efforts to respond to such request, a “Notice Date”) whether affirmatively or negatively, as it may elect in its sole and absolute discretion, within 30 days of such notice to the Administrative Agent prior to any anniversary of the Closing DateAgent. If a any Bank agrees, in its individual and sole discretion (and with the approval of the Swingline Lender and the Issuing Banksshall not have responded affirmatively within such 30-day period, such approval, in each case, not Bank shall be deemed to be unreasonably withheld, delayed or conditioned), have rejected the Borrowers’ proposal to extend its Commitment and only the Commitments of those Banks which have responded affirmatively shall be extended. (such Bank, an “Extending Bank”), it will notify the Administrative Agent, in writing, of its decision to do so no later than 15 days after the applicable Notice Date (such b) Any extension decision, a “Commitment Extension”). The Administrative Agent will notify the Borrower, in writing, of the Banks’ decisions promptly upon receipt thereof and in any event not later than one (1) Business Day after receipt thereof. The Extending Banks’ Commitments will pursuant to this Section 2.19 shall be extended for an additional year from subject to satisfaction of the then current Maturity Date so long as following conditions: (i) the Commitments of the Extending Banks (before and after giving effect to any assumption such extension, all representations and warranties contained in Article 4 shall be true; (ii) at the time of such extension, no Default shall have occurred and be continuing or would result from such extension; and (iii) receipt by any Extending the Administrative Agent of counterparts of an Extension Agreement in substantially the form of Exhibit K hereto (the “Extension Agreement”) duly completed and signed by the Borrowers, the Administrative Agent and all of the Banks of Commitments of Declining which have responded affirmatively, which Banks as described below), together with the Commitments of any New Banks that replace any Declining Banks, represent shall have more than 50% of the Total Commitments aggregate amount of the Commitments. (c) If any Bank rejects, or is deemed to have rejected, the Borrowers’ proposal to extend its Commitment, (A) such Bank’s Commitment shall terminate on the Termination Date then in effect, and (ii) on the date of any request by the Borrower to extend the Commitments, the applicable conditions set forth in Section 5.3 shall be satisfied. No Commitment Extension shall result in the then-existing Maturity Date being more than five (5) years from the effective date of such Commitment Extension. No Bank shall be required to consent to any such extension request or be required to increase its Commitment. The Maturity Date effect with respect to such Bank, (B) the Borrowers shall pay to such Bank on such Termination Date any amounts due and payable to such Bank on such date and (C) the Borrowers may, if they so elect, designate a Person not theretofore a Bank and acceptable to the Administrative Agent to become a Bank, or agree with an existing Bank that declines or does not respond to the Borrowersuch Bank’s request for an extension of the Commitments (a “Declining Bank”) Commitment shall remain the then-existing Maturity Date (without regard to any extension of the Commitments of other Banks); be increased, provided that the Borrower shall continue to have the right to replace any such Declining Bank (with respect to all designation or any portion of its Commitment) following the effectiveness of any such extension. The Borrower will have the right to accept Commitments from any Eligible Assignee that is agreement may not a Bank in an aggregate amount up to increase the aggregate amount of the Commitments Commitments. Upon execution and delivery by the Borrowers and such Bank or Additional Bank of an instrument of assumption in form and amount satisfactory to the Administrative Agent and execution and delivery of the Extension Agreement pursuant to Section 2.19(a), such existing Bank shall have a Commitment as therein set forth or such other Person shall become a Bank with a Commitment as therein set forth and all the rights and obligations of a Bank with such a Commitment hereunder. On the date of termination of any Declining BanksBank’s Commitment as contemplated by this subsection (b), the respective participations of the other Banks in all outstanding Letters of Credit shall be redetermined on the basis of their respective Commitments after giving effect to such termination, and the participation therein of the Bank whose Commitment is terminated shall terminate; provided that any Eligible Assignee proposed the Borrowers shall, if and to the extent necessary to permit such redetermination of participations in Letters of Credit within the limits of the Commitments which are not terminated, prepay on such date a portion of the outstanding Loans and/or secure cancellation of outstanding Letters of Credit, and such redetermination and termination of participations in outstanding Letters of Credit shall be substituted for a Declining Bank conditioned upon their having done so. (unless such Eligible Assignee is an affiliate d) The Administrative Agent shall promptly notify the Banks of a Bank) must be approved by the Administrative Agent, effectiveness of each extension of the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned. The Borrower may only extend the Maturity Date twice during the term of this Agreement Commitments pursuant to this Section 2.72.19.

Extension Option. The Borrower may request that the Commitments be extended for up to two additional one year periods by providing not less than 30 days’ written notice (the date a) At any time within ninety (90) days of such notice, a “Notice Date”) to the Administrative Agent prior to any anniversary of the Closing Date occurring prior to the Scheduled Termination Date. If a Bank agrees, in its individual and sole discretion (and with the approval of Borrower may, by notice to the Swingline Lender and Lenders, request that the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned), to Lenders extend its Commitment (such Bank, an “Extending Bank”), it will notify the Administrative Agent, in writing, of its decision to do so no later than 15 days after the applicable Notice Scheduled Termination Date (such extension decision, a “Commitment Extension”). The Administrative Agent will notify the Borrower, in writing, of the Banks’ decisions promptly upon receipt thereof and in any event not later than for one (1) Business Day additional year; provided, that, the Borrower may make not more than two such requests from and after receipt thereofthe Closing Date. The Each Lender shall, by notice to the Borrower and the Agent not later than the thirtieth (30th) day following the date of any such request from the Borrower, advise the Borrower whether or not it agrees to extend the Scheduled Termination Date as requested. Each decision by a Lender shall be in the sole discretion of such Lender, and any Lender that has not so advised the Agent by the thirtieth (30th) day following the date of such request from the Borrower shall be deemed to have declined to agree to such extension. Each of the parties hereto acknowledges and agrees that no Lender shall be obligated to extend the Scheduled Termination Date pursuant to the terms of this section. Any Lender who fails to agree to the extension request of the Borrower, as set forth herein, shall be referred to, for purposes of this section, as a “Non-Extending Banks’ Lender”. (b) If Lenders holding Commitments will be extended representing at least fifty (50%) of the Aggregate Commitments agree to any such request for extension of the Scheduled Termination Date (collectively, the “Approving Lenders”), then the Borrower may extend the Scheduled Termination Date for an additional year from solely as to the then current Maturity Date so long as (i) Approving Lenders with Aggregate Commitments equal to the aggregate Commitments of the Approving Lenders during such extension period provided that it is understood and agreed that the Scheduled Termination Date relating to the Non-Extending Banks (after Lenders shall remain unchanged and the repayment of all obligations owed to them and the termination of their Commitments shall occur on the then existing Scheduled Termination Date without giving effect to any assumption by any such extension. If Non-Extending Banks of Lenders hold Commitments of Declining Banks as described below), together with the Commitments of any New Banks that replace any Declining Banks, represent representing more than fifty (50% %) of the Total Commitments Aggregate Commitments, then in effect, and (ii) on the date of any request by the Borrower to extend the Commitments, the applicable conditions set forth in Section 5.3 shall be satisfied. No Commitment Extension shall result in the then-existing Maturity Date being more than five (5) years from the effective date of such Commitment Extension. No Bank shall be required to consent to any such withdraw its extension request or be required to increase its Commitmentand the Scheduled Termination Date will remain unchanged. The Maturity Date If Lenders holding Commitments representing at least fifty (50%) of the Aggregate Commitments are Approving Lenders with respect to any Bank that declines or does not respond to the Borrower’s request for an extension of the Commitments (a “Declining Bank”) shall remain the then-existing Maturity Date (without regard to any extension of the Commitments of other Banks); provided that made in accordance with this Section 2.15, the Borrower shall continue to have the right to may replace any such Declining Bank (Non-Extending Lender in accordance with respect to all or any portion of its Commitment) following the effectiveness of any such extension. The Borrower will have the right to accept Commitments from any Eligible Assignee that is not a Bank in an aggregate amount up to the aggregate amount of the Commitments of any Declining Banks; provided that any Eligible Assignee proposed to be substituted for a Declining Bank (unless such Eligible Assignee is an affiliate of a Bank) must be approved by the Administrative Agent, the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned. The Borrower may only extend the Maturity Date twice during the term of this Agreement pursuant to this Section 2.710.13.

Extension Option. The Borrower may request that has the Commitments be extended for up to two additional one year periods by providing not less than 30 days’ written notice (the date of such notice, a “Notice Date”) to the Administrative Agent prior to any anniversary of the Closing Date. If a Bank agrees, in its individual and sole discretion (and with the approval of the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned), option to extend its Commitment (such Bank, an “Extending Bank”), it will notify the Administrative Agent, in writing, of its decision to do so no later than 15 days after the applicable Notice Expiration Date (such extension decision, a “Commitment Extension”). The Administrative Agent will notify the Borrower, in writing, of the Banks’ decisions promptly upon receipt thereof and in any event not later than one (1) Business Day after receipt thereoftime in accordance with and subject to the terms and conditions of this Section 2.4 (the “Extension Option”). The Extending Banks’ Commitments will In the event that Lender determines in its sole discretion that the following conditions (collectively the “Conditions for Extension”) have been satisfied, Borrower has the right to extend the Expiration Date to the last day of the Extension Period; provided, that Conditions for Extension (i), (ii), (iii), (iv) and (v) must be extended satisfied on the Extension Option Exercise Date and Conditions for an additional year from Extension (i), (iv), (vi) and (vii) must be satisfied immediately prior to the then current Maturity Date so long as Extension Period Commencement Date: (i) the Commitments no Potential Default or Event of the Extending Banks (after giving effect to any assumption by any Extending Banks of Commitments of Declining Banks as described below), together with the Commitments of any New Banks that replace any Declining Banks, represent more than 50% of the Total Commitments then in effect, and Default exists; (ii) on the date Extension LTVR Requirement has been met or Borrower has made a Voluntary Prepayment in an amount necessary to reduce the outstanding principal balance of any request the Loan to the point where the Extension LTVR Requirement is satisfied; (iii) the Extension DSCR Requirement has been met as evidenced by the Borrower’s delivery of the Borrower’s Certificate of Debt Service Coverage Ratio in the form of Exhibit 2.4(B) or Borrower has made a Voluntary Prepayment to Lenders in an amount necessary to reduce the outstanding principal balance of the Loan to the point where the Extension DSCR Requirement is satisfied; (iv) the Guarantor shall be in compliance with the Guarantor Financial Covenants; (v) lien-free Completion of Construction has occurred; (vi) payment of the Extension Fee to Lender has been made; and (vii) Lender has received a Date Down Endorsement or other endorsement to its Title Insurance Policy in form approved by Lender insuring the priority of the lien of the Mortgage in the amount of all Disbursements and containing no exceptions other than Permitted Encumbrances. Borrower will provide Lender with written notice of its election to extend the Commitments, the applicable conditions set forth in Section 5.3 shall be satisfied. No Commitment Extension shall result Expiration Date in the then-existing Maturity Date being more form attached hereto as Exhibit 2.4(A), not later than five sixty (560) years from the effective date of such Commitment Extension. No Bank shall be required to consent to any such extension request or be required to increase its Commitment. The Maturity Date with respect to any Bank that declines or does days and not respond sooner than one hundred twenty (120) days prior to the Borrower’s request for an extension of the Commitments (a “Declining Bank”) shall remain the then-existing Maturity Date (without regard to any extension of the Commitments of other Banks); provided that the Borrower shall continue to have the right to replace any such Declining Bank (with respect to all or any portion of its Commitment) following the effectiveness of any such extension. The Borrower will have the right to accept Commitments from any Eligible Assignee that is not a Bank in an aggregate amount up to the aggregate amount of the Commitments of any Declining Banks; provided that any Eligible Assignee proposed to be substituted for a Declining Bank (unless such Eligible Assignee is an affiliate of a Bank) must be approved by the Administrative Agent, the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned. The Borrower may only extend the Maturity Date twice during the term of this Agreement pursuant to this Section 2.7then applicable Expiration Date.

Extension Option. The Borrower may request that the Commitments be extended for up to two additional one year periods by providing not less No earlier than 60 days and no later than 30 days’ written notice (days prior to each anniversary of the date of such notice, a “Notice Date”) to the Administrative Agent Agreement Date occurring prior to any anniversary exercise of the Closing Date. If a Bank agreesTerm-Out option pursuant to Section 2.8 hereof, in its individual and sole discretion (and with the approval of the Swingline Lender and the Issuing BanksBorrower may, such approval, in each case, not by written notice to be unreasonably withheld, delayed or conditioned), to extend its Commitment (such Bank, an “Extending Bank”), it will notify the Administrative Agent, in writing, request that the Lenders extend the Facility Termination Date for an additional year. Any election by a Lender to extend the term of its decision Commitment pursuant to do so no such a request shall be at such Lender’s sole discretion and subject to such credit evaluation as such Lender may determine. 2.7.1 No extension pursuant to this Section 2.7 shall become effective unless agreed to in writing not later than 15 days after prior to the applicable Notice Date (such extension decision, a “Commitment Extension”). The Administrative Agent will notify the Borrower, in writing, relevant anniversary of the Banks’ decisions promptly upon receipt thereof and in any event Agreement Date by Lenders then holding not later less than one (1) Business Day after receipt thereof. The Extending Banks’ Commitments will be extended for an additional year from the then current Maturity Date so long as (i) the Commitments of the Extending Banks (after giving effect to any assumption by any Extending Banks of Commitments of Declining Banks as described below), together with the Commitments of any New Banks that replace any Declining Banks, represent more than 5051% of the Total Commitments Commitments. 2.7.2 In the event that Lenders then in effect, and (ii) on the date of any request by the Borrower to extend the Commitments, the applicable conditions set forth in Section 5.3 shall be satisfied. No Commitment Extension shall result in the then-existing Maturity Date being more holding not less than five (5) years from the effective date of such Commitment Extension. No Bank shall be required to consent to any such extension request or be required to increase its Commitment. The Maturity Date with respect to any Bank that declines or does not respond to the Borrower’s request for an extension 51% of the Commitments (a “Declining Bank”) shall remain the then-existing Maturity Date (without regard to any extension but less than 100% of the Commitments of other Banks); provided that the Borrower shall continue agree to have the right to replace any such Declining Bank (with respect to all or any portion of its Commitment) following the effectiveness of any such extension. The Borrower will have the right to accept Commitments from any Eligible Assignee that is not a Bank in an aggregate amount up to the aggregate amount of the Commitments of any Declining Banks; provided that any Eligible Assignee proposed to be substituted for a Declining Bank (unless such Eligible Assignee is an affiliate of a Bank) must be approved by the Administrative Agent, the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned. The Borrower may only extend the Maturity Date twice during the term of this Agreement extension requested pursuant to this Section 2.7, the Borrower shall be entitled to propose a new Lender or Lenders (which shall be reasonably acceptable to the Administrative Agent), or an increase in the Commitment or Commitments of a then existing Lender or Lenders, whose new or increased Commitments (in an aggregate amount not in excess of the Commitments of the Lenders who did not agree to extend) shall be in effect during the extension period so agreed. 2.7.3 Unless a Lender which does not agree to extend its Commitment shall be replaced pursuant to Section 2.7.4, the Commitment of such Lender shall continue in full force and effect until the Facility Termination Date to which it has agreed. 2.7.4 In the event that an existing Lender shall not agree to extend its Commitment pursuant to a request by the Borrower, the Borrower shall be entitled to replace such Lender with a new Lender (which shall be reasonably acceptable to the Administrative Agent) that shall assume the then Commitment of such existing Lender and shall agree to the extension requested. In the event of such a replacement, such existing Lender shall assign to such replacement Lender the outstanding Ratable Loans of such existing Lender for a purchase price equal to the principal amount of the Ratable Loans so assigned, plus the amount of accrued and unpaid interest thereon to the date of such assignment.

Extension Option. (i) The Parent Borrower may request that may, not more than twice during the Commitments be extended for up to two additional one year periods term of this Agreement, by providing not less than 30 days’ written notice to the Administrative Agent and the Foreign Trade Facility Agent (such notice being an “Extension Notice”) delivered no later than 90 and not more than 180 days prior to the second anniversary of the Effective Date (or, in the case of the second such notice, no later than 90 and not more than 180 days prior to the date that is two years after such second anniversary) (the date of such notice, a the “Notice Date”), request the Lenders with a Foreign Credit Commitment and the Foreign Issuing Lenders to extend the then applicable Foreign Trade Maturity Date for an additional two years (the “Extended Foreign Trade Maturity Date”). The Foreign Trade Facility Agent shall promptly transmit any Extension Notice to each Lender with a Foreign Credit Commitment and each Foreign Issuing Lender. Each Foreign Issuing Lender and each Lender with a Foreign Credit Commitment shall notify the Foreign Trade Facility Agent whether it wishes to extend the then applicable Foreign Trade Maturity Date at least 60 days prior to such anniversary of the Effective Date, and any such notice given by a Foreign Issuing Lender or a Lender with a Foreign Credit Commitment to the Foreign Trade Facility Agent, once given, shall be irrevocable as to such Lender. The Foreign Trade Facility Agent shall promptly notify the Administrative Agent and the Parent Borrower of the notice of each Foreign Issuing Lender and each Lender with a Foreign Credit Commitment that it wishes to extend (each, an “Extension Acceptance Notice”). Any Foreign Issuing Lender and any Lender with a Foreign Credit Commitment which does not expressly notify the Foreign Trade Facility Agent on or before the date that is 60 days prior to the then applicable anniversary of the Effective Date that it wishes to so extend the then applicable Foreign Trade Maturity Date shall be deemed to have rejected the Parent Borrower’s request for extension of such Foreign Trade Maturity Date. If all the Lenders with a Foreign Credit Commitment and all the Foreign Issuing Lenders have elected (in their sole and absolute discretion) to so extend the then applicable Foreign Trade Maturity Date, the Foreign Trade Facility Agent shall notify the Administrative Agent and the Parent Borrower of such election by the Lenders with a Foreign Credit Commitment and the Foreign Issuing Lenders no later than five Business Days after the date when Extension Acceptance Notices are due, and effective on the date of such notice by the Foreign Trade Facility Agent to the Administrative Agent prior to any anniversary of the Closing Date. If a Bank agrees, in its individual and sole discretion (and with the approval of the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned), to extend its Commitment Parent Borrower (such Bank, an the “Extending BankExtension Date”), it will notify the Administrative Agent, in writing, of its decision Foreign Trade Maturity Date shall be automatically and immediately so extended to do so no later than 15 days after the applicable Notice Date (such Extended Foreign Trade Maturity Date. No extension decision, a “Commitment Extension”). The Administrative Agent will notify the Borrower, in writing, of the Banks’ decisions promptly upon receipt thereof and in any event not later than one (1) Business Day after receipt thereof. The Extending Banks’ Commitments will be extended for an additional year from permitted hereunder without the then current Maturity Date so long as (i) consent of all the Commitments of Lenders with a Foreign Credit Commitment and all the Extending Banks Foreign Issuing Lenders (after giving effect to the replacement of any assumption by any Extending Banks non-extending Lender or non-extending Foreign Issuing Lender pursuant to paragraph (iii) or (iv) below, as applicable) unless, at the election of the Parent Borrower, in writing to the Administrative Agent and the Foreign Trade Facility Agent, the Parent Borrower removes from the Foreign Trade Facility each Lender with a Foreign Credit Commitment and each Foreign Issuing Lender that has not so consented to the Extended Foreign Trade Maturity Date, in which case the Foreign Credit Commitments and Foreign Credit Instrument Issuing Commitments of Declining Banks each such removed Lenders and Foreign Issuing Lenders, as described belowapplicable, will be automatically terminated, and the aggregate Foreign Credit Commitments and Foreign Credit Instrument Issuing Commitments hereunder shall be reduced by the amounts of the Foreign Credit Commitments and Foreign Credit Instrument Issuing Commitments of such removed Lenders and removed Foreign Issuing Lenders, as applicable; provided, that, (x) after giving effect to any such removal by the Parent Borrower and resulting termination of the Foreign Credit Commitment or Foreign Credit Instrument Issuing Commitment of any such removed Lender or Foreign Issuing Lender, (A) the total Foreign Trade Exposures of all the Foreign Issuing Lenders (including those non-extending Foreign Issuing Lenders that have not, at the election of the Parent Borrower in its sole discretion, received a Counter Guarantee to support the outstanding Foreign Credit Instruments and/or Joint Signature Foreign Credit Instruments issued by such non-extending Foreign Issuing Lender) does not exceed the total Foreign Credit Commitments of all the extending Lenders with Foreign Credit Commitments, (B) each outstanding Foreign Credit Instrument and/or Joint Signature Foreign Credit Instrument issued by a Foreign Issuing Lender removed in accordance with this Section shall continue to be considered an issued Foreign Credit Instrument and/or Joint Signature Foreign Credit Commitment hereunder and part of the Foreign Trade Exposure hereunder unless the Parent Borrower elects in its sole discretion to have a Counter Guarantee issued hereunder in favor of such removed Foreign Issuing Lender to support such Foreign Credit Instruments and/or Joint Signature Foreign Credit Commitments, in which case such Foreign Credit Instruments and/or Joint Signature Foreign Credit Instruments shall no longer be considered to be Foreign Credit Instruments or Joint Signature Foreign Credit Instruments issued pursuant to this Agreement except that for purposes of Section 2.6(p)(iii), together (iv) and (v) and Section 2.6(h) such Foreign Credit Instruments and/or Joint Signature Foreign Credit Instruments shall continue to be considered as issued pursuant to this Agreement and the Borrowers’ obligations under such Sections with respect to fees, costs, expenses, reimbursement and indemnification obligations shall continue to apply with respect to such Foreign Credit Instruments and Joint Signature Foreign Credit Instruments and (C) the Commitments Borrowers, the Administrative Agent and the Foreign Trade Facility Agent shall have entered into such agreements, if any, as any of any New Banks that replace any Declining Banks, represent more than 50% them shall have reasonably requested to reflect such extension of the Total Foreign Trade Facility with reduced Foreign Credit Commitments then and Foreign Credit Instrument Issuing Commitments, as the case may be, reflecting the removal of such Lenders with Foreign Credit Commitments and Foreign Issuing Lenders, as the case may be (and any participations purchased under this Agreement shall be automatically appropriately adjusted in effect, amount to reflect the such changed Commitments) and (iiy) any such removed Lender or removed Foreign Issuing Lender, as applicable, shall have received payment of all amounts owing to such removed Lender or Foreign Issuing Lender with respect to its Foreign Credit Commitment and/or Foreign Credit Instrument Issuing Commitment, as applicable, including the repayment of an amount equal to the outstanding funded participations of all Foreign Credit Disbursements made by such removed Lender or funded Foreign Credit Disbursements made by such removed Foreign Issuing Lender, as applicable, any accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents in connection with such respective Commitments. Upon the delivery of an Extension Notice and upon the extension of the Foreign Trade Maturity Date pursuant to this Section 2.6(b)(i), the Parent Borrower shall be deemed to have represented and warranted on and as of the date Notice Date and the Extension Date, as the case may be, that no Default or Event of Default has occurred and is continuing. Notwithstanding anything contained in this Agreement to the contrary, no Lender with a Foreign Credit Commitment or Foreign Issuing Lender shall have any request by the Borrower obligation to extend the CommitmentsForeign Trade Maturity Date, the applicable conditions set forth in Section 5.3 shall be satisfied. No and each Lender with a Foreign Credit Commitment Extension shall result in the then-existing Maturity Date being more than five (5) years from the effective date of such Commitment Extension. No Bank shall be required to consent to any such extension request or be required to increase its Commitment. The Maturity Date with respect to any Bank that declines or does not respond to the Borrower’s request for an extension of the Commitments (a “Declining Bank”) shall remain the then-existing Maturity Date (without regard to any extension of the Commitments of other Banks); provided that the Borrower shall continue to have the right to replace any such Declining Bank and each Foreign Issuing Lender may (with respect to all or any portion of its respective Foreign Credit Commitment and/or Foreign Credit Instrument Issuing Commitment) following at its option, unconditionally and without cause, decline to extend the effectiveness of any such extension. Foreign Trade Maturity Date. (ii) If the Foreign Trade Maturity Date shall have been extended in accordance with Section 2.6(b)(i), all references herein to the “Foreign Trade Maturity Date” shall refer to the Extended Foreign Trade Maturity Date. (iii) The Parent Borrower will shall have the right on or before the applicable Foreign Trade Maturity Date to accept Commitments from any Eligible Assignee that is not replace each non-extending Lender with a Bank in an aggregate amount up Foreign Credit Commitment with one or more Persons (A) reasonably satisfactory to the aggregate amount Parent Borrower, the Administrative Agent and the Foreign Trade Facility Agent and (B) satisfactory to the Foreign Issuing Lenders in their sole discretion (the “Additional Commitment Lender”), as provided in Section 2.21(b), each of which such Additional Commitment Lenders shall have entered into an Assignment and Assumption pursuant to which such Additional Commitment Lender shall, effective as of the Commitments applicable Foreign Trade Maturity Date, undertake a Foreign Credit Commitment (and if any such Additional Commitment Lender is already a Lender, its new Commitment shall be in addition to any other Commitment of any Declining Banks; provided that any Eligible Assignee proposed such Lender on such date). (iv) The Parent Borrower shall have the right on or before the applicable Foreign Trade Maturity Date to be substituted for a Declining Bank (unless such Eligible Assignee is an affiliate of a Bank) must be approved by replace each non-extending Foreign Issuing Lender with one or more Persons reasonably satisfactory to the Parent Borrower, the Administrative Agent, the Swingline Lender Agent and the Foreign Trade Facility Agent (the “Additional Foreign Issuing BanksLender”), as provided in Section 2.21(b), each of which such approval, in each case, not to be unreasonably withheld, delayed or conditioned. The Borrower may only extend the Maturity Date twice during the term of this Agreement Additional Foreign Issuing Lenders shall have entered into an Assignment and Assumption pursuant to this Section 2.7which such Additional Foreign Issuing Lender shall, effective as of the applicable Foreign Trade Maturity Date, undertake a Foreign Credit Instrument Issuing Commitment (and if any such Additional Foreign Issuing Lender is already a Foreign Issuing Lender, its new Commitment shall be in addition to any other Commitment of such Foreign Issuing Lender on such date).

Extension Option. The Borrower may request that After the Commitments be extended for up to two additional one year periods by providing not less than 30 days’ written notice (the date of such notice, a “Notice Date”) to the Administrative Agent prior to any first anniversary of the Closing Date. If a Bank agreesAgreement, in its individual and sole discretion (then no earlier than 60 days and with the approval no later than 30 days prior to each anniversary of the Swingline Lender and Agreement Date, but on no more than two occasions, the Issuing BanksBorrower may, such approval, in each case, not by written notice to be unreasonably withheld, delayed or conditioned), to extend its Commitment (such Bank, an “Extending Bank”), it will notify the Administrative Agent, in writing, request that the Lenders extend the Facility Termination Date for an additional year. Any election by a Lender to extend the term of its decision Commitment pursuant to do so no such a request shall be at such Lender’s sole discretion and subject to such credit evaluation as such Lender may determine. 2.6.1 No extension pursuant to this Section 2.6 shall become effective unless agreed to in writing not later than 15 days after prior to the applicable Notice Date (such extension decision, a “Commitment Extension”). The Administrative Agent will notify the Borrower, in writing, relevant anniversary of the Banks’ decisions promptly upon receipt thereof and in any event not later than one (1) Business Day after receipt thereof. The Extending Banks’ Commitments will be extended for an additional year from the Agreement Date by Lenders then current Maturity Date so long as (i) the Commitments of the Extending Banks (after giving effect to any assumption by any Extending Banks of Commitments of Declining Banks as described below), together with the Commitments of any New Banks that replace any Declining Banks, represent holding more than 50% of the Total Commitments Commitments. 2.6.2 In the event that Lenders then in effect, and (ii) on the date of any request by the Borrower to extend the Commitments, the applicable conditions set forth in Section 5.3 shall be satisfied. No Commitment Extension shall result in the then-existing Maturity Date being holding more than five (5) years from the effective date of such Commitment Extension. No Bank shall be required to consent to any such extension request or be required to increase its Commitment. The Maturity Date with respect to any Bank that declines or does not respond to the Borrower’s request for an extension 50% of the Commitments (a “Declining Bank”) shall remain the then-existing Maturity Date (without regard to any extension but less than 100% of the Commitments of other Banks); provided that shall agree to an extension requested pursuant to this Section 2.6, the Borrower shall continue be entitled to have the right propose a new Lender or Lenders (which shall be reasonably acceptable to replace any such Declining Bank (with respect to all or any portion of its Commitment) following the effectiveness of any such extension. The Borrower will have the right to accept Commitments from any Eligible Assignee that is not a Bank in an aggregate amount up to the aggregate amount of the Commitments of any Declining Banks; provided that any Eligible Assignee proposed to be substituted for a Declining Bank (unless such Eligible Assignee is an affiliate of a Bank) must be approved by the Administrative Agent, the Swingline Lender and the Issuing Banks), or an increase in the Commitment or Commitments of a then existing Lender or Lenders, whose new or increased Commitments (in an aggregate amount not in excess of the Commitments of the Lenders who did not agree to extend) shall be in effect during the extension period so agreed. 2.6.3 Unless a Lender which does not agree to extend its Commitment shall be replaced pursuant to Section 2.6.4, the Commitment of such Lender shall continue in full force and effect until the Facility Termination Date to which it has agreed (each a “Prior Termination Date”). 2.6.4 In the event that an existing Lender shall not agree to extend its Commitment pursuant to a request by the Borrower, the Borrower shall be entitled to replace such Lender with another Lender or and/or an Eligible Assignee that shall assume the then Commitment of such existing Lender and shall agree to the extension requested. Any Eligible Assignee (if not already a Lender hereunder) shall become a party to this agreement as a Lender pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and the Borrower. In the event of such a replacement, such approvalexisting Lender shall assign to such replacement Lender the outstanding Loans of such existing Lender for a purchase price equal to the principal amount of the Loans so assigned, plus the amount of accrued and unpaid interest thereon to the date of such assignment, and such replacement Lender shall acquire (and fund as appropriate) its full pro rata share of all Loans and participations in each case, not to be unreasonably withheld, delayed or conditioned. The Borrower may only extend Letters of Credit and Swingline Loans in accordance with its Applicable Percentage. 2.6.5 An extension of the Maturity Facility Termination Date twice during the term of this Agreement pursuant to this Section 2.72.6 shall only become effective upon the receipt by the Administrative 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 Facility Termination Date (i) no Unmatured Default or Event of Default has occurred and is continuing and (ii) all representations and warranties made by the Borrower under this Agreement are true and correct in all material respects on and as of the date such extension is made. 2.6.6 Effective on and after the Prior Termination Date, (i) each of the Lenders who does not agree to extend its Commitment shall be automatically released from their respective participations and Reimbursement Obligations under Section 3.4 with respect to any outstanding Letters of Credit and (ii) the participations and Reimbursement Obligations of each Lender (other than the Lenders who do not agree to extend their Commitments) shall be automatically adjusted to equal such Lender’s revised Applicable Percentage of such outstanding Letters of Credit.

Extension Option. The Borrower may request that the Total Commitments be extended renewed for up to two additional one year periods by providing not less than 30 days’ written notice of such request (the date of such notice, a an “Notice DateExtension Notice”) to the Administrative Agent no more frequently than once in a calendar year; provided that the notice for the 2022 Extension shall not count towards the foregoing limitation; provided further that, following the 2022 Extension, no additional notice shall be permitted prior to any anniversary of the Closing DateJanuary 1, 2023. If a Bank Lender agrees, in its individual and sole discretion (and with the approval of the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned)discretion, to extend its Commitment (such Bank, an “Extending BankLender”), it will notify the Administrative Agent, in writing, of its decision to do so no later than 15 days after the applicable Notice Date (such extension decision, a “Commitment Extension”)deadline specified by the Extension Notice. The Administrative Agent will notify the Borrower, in writing, of the BanksLenders’ decisions promptly upon receipt thereof and in any event not later than one (1) Business Day after receipt thereoffollowing such deadline. The Extending BanksLenders’ Commitments will be extended renewed for an additional one year from the then current Maturity existing Termination Date so long and such extended Termination Date shall become the Termination Date (except as otherwise provided in this Section 2.18 as to Declining Lenders), provided, that (i) the Commitments of the Extending Banks (after giving effect to any assumption by any Extending Banks of Commitments of Declining Banks as described below), together with the Commitments of any New Banks that replace any Declining Banks, represent more than 50% of the Total Commitments then in effectis extended or otherwise committed to by Extending Lenders and any new Lenders, and (ii) on the date of any request all representations and warranties made by the Borrower in or pursuant to extend the CommitmentsLoan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date and (iii) no Default or Event of Default exists, except (A) any representations and warranties which are explicitly stated as having been made as of a specific date, which representations and warranties shall be true and correct in all material respects on and as of such date and (B) the applicable conditions representations and warranties set forth in Section 5.3 Sections 4.2, 4.7 and 4.11 shall be satisfied. No Commitment Extension shall result in the then-existing Maturity Date being more than five (5) years from the effective date of such Commitment Extension. No Bank shall not be required to consent to any such extension request or be required to increase its Commitmentrestated. The Maturity Date with respect to any Bank Any Lender that declines or does not respond to the Borrower’s request for an extension of the Commitments commitment renewal (a “Declining BankLender”) shall remain will have its Commitment terminated on the then-earlier of (i) the then existing Maturity Termination Date (without regard to any extension of renewals by other Lenders) (the Commitments of “Existing Termination Date”) and (ii) the date such Declining Lender is replaced in accordance with Section 2.17, and at such time the Borrower shall repay all Loans, participations in LC Disbursements and other Banks)amounts owing to such Declining Lender; provided that the Borrower shall continue to have the right to replace if any such Declining Bank (Lender or any Lender holding a Commitment with respect to a Non-Extended Termination Date assigns all or any portion of its CommitmentCommitment prior to its termination pursuant Section 9.6(c) following and the effectiveness Assignee of such Commitment agrees to extend the Termination Date of such assigned Commitment until the latest applicable Termination Date of other then-existing Commitments that have been extended pursuant to this Section 2.18, then the Termination Date of such assigned Commitment shall automatically be extended to the latest applicable Termination Date upon such assignment without the consent of the Administrative Agent or any such extensionother Lender. The Borrower will have the right to accept Commitments commitments from any Eligible Assignee that is third party financial institutions subject to the consent of the Administrative Agent and the Issuing Lenders (such consent of the Administrative Agent or the Issuing Lenders not a Bank to be unreasonably withheld) in an aggregate amount up to the aggregate amount of the Commitments of any Declining Banks; provided that any Eligible Assignee proposed to be substituted for a Declining Bank (unless such Eligible Assignee is an affiliate of a Bank) must be approved by the Administrative Agent, the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditionedLenders. The Borrower may only extend the Maturity Termination Date twice during the term of this Agreement pursuant to this Section 2.72.18 no more than twice following the SecondThird Amendment Effective Date (provided that one of such extensions is the 2022it being understood that the 2023 Extension shall be deemed to occur prior to the Third Amendment Effective Date).

Extension Option. (a) The Borrower Parent may request that the Commitments Termination Date be extended for up extended, on the same terms, from the Initial Revolving Termination Date to two additional one year periods the Extended Revolving Termination Date (the “Extension Option”), subject to the terms of this Clause 6.3, by providing giving notice to the Agent not less than 30 days’ written thirty (30) Business Days (and not more than sixty (60) Business Days) before the Initial Revolving Termination Date, provided that the Parent has not exercised the Term Out Option. (b) A notice served by the Parent pursuant to paragraph (a) of this Clause 6.3 above shall be irrevocable subject to paragraph (e) of this Clause 6.3 below. (c) The Agent shall promptly notify each Lender of any such request. (d) Each Lender shall notify the date Agent of such notice, a “Notice Date”its decision (which shall be in its sole discretion) whether or not to agree to the Administrative request not later than fifteen (15) days before the Initial Revolving Termination Date (and, if any Lender has not notified the Agent prior to any anniversary of its acceptance of the Closing Date. If a Bank agreesrequest on or before such date, it shall be deemed to have refused such request), and the Agent shall promptly notify the Parent whether or not each Lender has agreed to the request. (e) Promptly following receipt of notification from the Agent pursuant to paragraph (d) above, the Parent may elect, in its individual and sole discretion absolute discretion, by notice to the Agent, either: (and with i) to accept the approval extension offered by some or all of the Swingline Lender Lenders, in which case the Agent shall promptly notify the relevant Lender(s) of any such acceptance and the Issuing Banks, Termination Date shall be extended from the Initial Revolving Termination Date to the Extended Revolving Termination Date in relation to the Commitments and participations of such approval, in each caseLender(s) as elected on the same terms; or (ii) if any Lender does not agree to an extension request, not to be unreasonably withheld, delayed or conditioned), to extend its Commitment (such Bank, an “Extending Bank”), it will notify benefit from the Administrative AgentExtension Option, in writingwhich case the Revolving Loan shall be repaid on the Initial Revolving Termination Date together with accrued interest and all other amounts outstanding. (f) If any Lender does not agree to any extension request, of its decision and the Parent has elected to do so no later than 15 days after accept the applicable Notice Date (such extension decision, a “Commitment Extension”). The Administrative Agent will notify the Borrower, in writing, offered by some of the Banks’ decisions promptly upon receipt thereof and Lenders, such non-agreeing Lender’s participation in any event not later than one (1) Business Day after receipt thereof. The Extending Banks’ Commitments will outstanding Revolving Loan shall be extended for an additional year from repaid on the then current Maturity Date so long as (i) the Commitments of the Extending Banks (after giving effect to any assumption by any Extending Banks of Commitments of Declining Banks as described below)Initial Revolving Termination Date, together with the Commitments of any New Banks that replace any Declining Banks, represent more than 50% of the Total Commitments then accrued interest and all other amounts outstanding in effectrelation to such participation, and (ii) on the date of any request by the Borrower to extend the Commitments, the applicable conditions set forth in Section 5.3 its Commitment shall be satisfied. No Commitment Extension shall result in the then-existing Maturity Date being more than five (5) years from the effective date of such Commitment Extension. No Bank shall be required reduced to consent to any such extension request or be required to increase its Commitment. The Maturity Date with respect to any Bank that declines or does not respond to the Borrower’s request for an extension of the Commitments (a “Declining Bank”) shall remain the then-existing Maturity Date (without regard to any extension of the Commitments of other Banks); provided that the Borrower shall continue to have the right to replace any such Declining Bank (with respect to all or any portion of its Commitment) following the effectiveness of any such extension. The Borrower will have the right to accept Commitments from any Eligible Assignee that is not a Bank in an aggregate amount up to the aggregate amount of the Commitments of any Declining Banks; provided that any Eligible Assignee proposed to be substituted for a Declining Bank (unless such Eligible Assignee is an affiliate of a Bank) must be approved by the Administrative Agent, the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned. The Borrower may only extend the Maturity Date twice during the term of this Agreement pursuant to this Section 2.7zero.

Extension Option. The Borrower may request that the Commitments be extended for up to two additional one year periods by providing At least 30 days but not less more than 30 days’ written notice (the date of such notice, a “Notice Date”) to the Administrative Agent 90 days prior to any each anniversary of the Closing Date, the Borrower may, by written notice to the Administrative Agent (which notice the Administrative Agent shall promptly transmit to each Lender), request that each Lender agree to an extension of the Termination Date for a period of 365 days from its then scheduled expiration. If Each Lender shall respond to such extension request (each such response being delivered to the Administrative Agent) in accordance with instructions provided by the Administrative Agent (which response shall not be required earlier than 30 days after the date of such request), with the failure of any Lender to respond being deemed to be a Bank agrees, negative response. Each Lender shall decide in its individual and sole discretion whether or not to agree to such extension of the Termination Date. So long as the Required Lenders shall have approved such extension request and no Default or Event of Default is in existence at such time, then each Lender that has responded affirmatively as set forth above (and regardless of whether such Lender declined a prior request, each such Lender, an "Extending Lender") shall be deemed to have agreed (such agreement to become effective on the then effective Termination Date (such date an "Extension Date")) to cause the Termination Date to be extended as to each Extending Lender until the date which is 365 days after the then effective Termination Date. In the event that one or more Lenders (each a "Non-Extending Lender") do not agree to such extension, the Borrower may elect, with respect to such Non-Extending Lender, on or before the Termination Date then in effect, to provide, with the approval consent of the Swingline Lender and the Issuing Banks, Administrative Agent (such approval, in each case, consent not to be unreasonably withheld, delayed or conditioned), another bank or financial institution or entity to extend its acquire the Commitment (of and Loans owing to such BankNon-Extending Lender, which assignment of such Non-Extending Lender's Commitment and Loans shall be effected pursuant to an “Assignment and Acceptance executed by the Non-Extending Bank”)Lender, it will notify such other bank or financial institution or entity, the Borrower and the Administrative Agent. On such Extension Date, the Commitment of any Non-Extending Lender shall, unless assigned in writingaccordance with the immediately preceding sentence, of its decision to do so no later than 15 days after the applicable Notice Date (such extension decision, a “Commitment Extension”). The Administrative Agent will notify automatically terminate in whole without any further notice or other action by the Borrower, such Non-Extending Lender or any other Person and all principal, interest and fees owing to such Non-Extending Lender shall be paid in writing, of the Banks’ decisions promptly upon receipt thereof and in any event not later than one (1) Business Day after receipt thereof. The Extending Banks’ Commitments will be extended for an additional year from the then current Maturity Date so long as (i) the Commitments of the Extending Banks (after giving effect to any assumption by any Extending Banks of Commitments of Declining Banks as described below), together with the Commitments of any New Banks that replace any Declining Banks, represent more than 50% of the Total Commitments then in effect, and (ii) on the date of any request full by the Borrower to extend the CommitmentsBorrower, the applicable conditions set forth in Section 5.3 shall be satisfied. No Commitment Extension shall result in the then-existing Maturity Date being more than five (5) years from the effective date of such Commitment Extension. No Bank shall be required to consent to any such extension request or be required to increase its Commitment. The Maturity Date with respect to any Bank that declines or does not respond to the Borrower’s request for an extension of the Commitments (a “Declining Bank”) shall remain the then-existing Maturity Date (without regard to any extension of the Commitments of other Banks); provided that such Non-Extending Lender's rights under Sections 2.13, 2.14, 2.15 and 9.5 shall survive the Borrower shall continue Extension Date for such Non-Extending Lender as to have the right matters occurring on or prior to replace any such Declining Bank (with respect to all or any portion of its Commitment) following the effectiveness of any such extension. The Borrower will have the right to accept Commitments from any Eligible Assignee that is not a Bank in an aggregate amount up to the aggregate amount of the Commitments of any Declining Banks; provided that any Eligible Assignee proposed to be substituted for a Declining Bank (unless such Eligible Assignee is an affiliate of a Bank) must be approved by the Administrative Agent, the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned. The Borrower may only extend the Maturity Date twice during the term of this Agreement pursuant to this Section 2.7date.

Extension Option. (a) The Borrower may request that the Total Commitments be extended renewed for up to two additional one year periods by providing not less than 30 days’ written notice (the date of such notice, a “Notice Date”) request to the Administrative Agent no earlier than a number of days specified by the Administrative Agent from time to time prior to any the then next occurring anniversary of the Closing Date (each, a “Noticed Anniversary Date”). If a Bank Lender agrees, in its individual and sole discretion (and with the approval of the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned)discretion, to extend its Commitment (such Bank, an “Extending BankLender”), it will notify the Administrative Agent, in writing, of its decision to do so no later than 15 a number of days after prior to the applicable Notice Noticed Anniversary Date specified by the Administrative Agent from time to time (but in any event not later than 20 days prior to such extension decision, a “Commitment Extension”Noticed Anniversary Date). The Administrative Agent will notify the Borrower, in writing, of the BanksLenders’ decisions promptly upon receipt thereof and in any event not no later than one (1) Business Day after receipt thereof5 days prior to such Noticed Anniversary Date. The Extending BanksLenders’ Commitments will be extended renewed for an additional one year from the then current Maturity existing Termination Date so long and such extended Termination Date shall become the Termination Date (except as otherwise provided in this Section 2.18 as to Declining Lenders), provided that (i) the Commitments of the Extending Banks (after giving effect to any assumption by any Extending Banks of Commitments of Declining Banks as described below), together with the Commitments of any New Banks that replace any Declining Banks, represent more than 50% of the Total Commitments then in effect, is extended or otherwise committed to by Extending Lenders and (iiany new Lenders,(ii) on the date of any request all representations and warranties made by the Borrower in or pursuant to extend the CommitmentsLoan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date and (iii) no Default or Event of Default exists, except (A) any representations and warranties which are explicitly stated as having been made as of a specific date, which representations and warranties shall be true and correct in all material respects on and as of such date and (B) the applicable conditions representations and warranties set forth in Section 5.3 Sections 4.2 and 4.7 shall be satisfied. No Commitment Extension shall result in the then-existing Maturity Date being more than five (5) years from the effective date of such Commitment Extension. No Bank shall not be required to consent to any such extension request or be required to increase its Commitmentrestated. The Maturity Date with respect to any Bank Any Lender that declines or does not respond to the Borrower’s request for an extension of the Commitments commitment renewal (a “Declining BankLender”) shall remain will have its Commitment terminated on the then-earlier of (i) the then existing Maturity Termination Date (without regard to any extension of renewals by other Lenders) (the Commitments of other Banks); provided that “Existing Termination Date”) and (ii) the date such Declining Lender is replaced in accordance with Section 2.17, and at such time the Borrower shall continue repay all Loans, participations in LC Disbursements, participating interests in Swingline Loans and Swingline Participation Amounts and other amounts owing to have the right to replace any such Declining Bank (with respect to all or any portion of its Commitment) following the effectiveness of any such extensionLender. The Borrower will have the right to accept Commitments commitments from any Eligible Assignee that is third party financial institutions subject to the consent of the Administrative Agent and the Issuing Lenders (such consent of the Administrative Agent or the Issuing Lenders not a Bank to be unreasonably withheld) in an aggregate amount up to the aggregate amount of the Commitments of any Declining Banks; Lenders, provided that the Extending Lenders will have the right to increase their Commitments up to the amount of the Declining Lenders’ Commitments before the Borrower will be permitted to substitute any Eligible Assignee proposed to be substituted other financial institutions for a the Declining Bank (unless such Eligible Assignee is an affiliate of a Bank) must be approved by the Administrative Agent, the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditionedLenders. The Borrower may only so extend the Maturity Termination Date twice during the term of this Agreement pursuant to this Section 2.7twice.

Extension Option. The (a) Borrower may request that shall have the Commitments be extended for up option (each, an “Extension Option”), to two additional one year periods by providing not less than 30 days’ extend the Maturity Date of the Note from the Original Maturity Date to the Payment Date in July, 2009 (the “First Extended Maturity Date”), and from the First Extended Maturity Date to the Payment Date in July, 2010 (the “Final Maturity Date”), upon satisfaction of each of the following conditions (the “Extension Conditions”): (i) Borrower shall have given written notice (the date of such noticeeach, a an “Notice DateExtension Notice”) to the Administrative Agent Lender not less than sixty (60) days prior to any anniversary the Original Maturity Date or the First Extended Maturity Date, as applicable, of its election to exercise the first or the second Extension Option, as the case may be; (ii) no Default or Event of Default shall have occurred and be continuing on the Original Maturity Date or the First Extended Maturity Date, as applicable; (iii) Borrower shall have paid to Lender on the First Extended Maturity Date a fee in connection with an extension to the Final Maturity Date equal to the product of 0.125% and the Principal Indebtedness as of the Closing First Extended Maturity Date (taking into account any principal payments made on the First Extended Maturity Date. If a Bank agrees, in its individual and sole discretion (and with the approval of the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned), to extend its Commitment ) (such Bankfee, an “Extending BankExtension Fee”) (i.e., no Extension Fee shall be due and payable on the Original Maturity Date in connection with an extension to the First Extended Maturity Date), it will notify ; (iv) Borrower shall have purchased an interest rate cap for the Administrative Agent, in writing, of its decision to do so no later than 15 days after the applicable Notice Date (such extension decision, a “Commitment Extension”). The Administrative Agent will notify the Borrower, in writing, term of the Banks’ decisions promptly upon receipt thereof extension (or renewed the existing interest rate cap for such period) in each case from or with a Qualified Interest Rate Cap Provider, with a notional amount equal to the outstanding Principal Indebtedness and a strike rate equal to 5.50% and pursuant to documentation acceptable to the Lender and delivered to the Lender a fully executed Collateral Assignment of Hedge; and (v) Borrower shall be in any event not later than one (1) Business Day after receipt thereof. The Extending Banks’ Commitments will be extended for an additional year from the then current Maturity Date so long as (i) the Commitments of the Extending Banks (after giving effect to any assumption by any Extending Banks of Commitments of Declining Banks as described below), together compliance with the Commitments of any New Banks that replace any Declining Banks, represent more than 50% of Loan to Value Test. (b) In the Total Commitments then in effect, and (ii) on event Borrower has timely given the date of any request by Extension Notice for the Borrower first or second Extension Option to extend the CommitmentsLender, the applicable conditions set forth in Section 5.3 shall be satisfied. No Commitment Extension shall result in the then-existing Maturity Date being more than five (5) years from the effective date of such Commitment Extension. No Bank Lender shall be required to consent notify Borrower by not later than the Payment Date prior to any such extension request or be required to increase its Commitment. The the Original Maturity Date or the First Extended Maturity Date, as applicable, of Borrower’s compliance or non-compliance with respect the Loan to Value Test. Borrower may make a voluntary prepayment of the Loan on the Original Maturity Date or the First Extended Maturity Date, as applicable, in order to be in compliance with the Loan to Value Test on such date (including from equity capital contributions from its principals). (c) Borrower may revoke any Bank that declines Extension Notice by written notice (or does not respond telephonic notice promptly confirmed in writing) to the Borrower’s request for an extension of Lender on or prior to the Commitments tenth (a “Declining Bank”10th) shall remain Business Day prior to the then-existing Original Maturity Date (without regard to any extension of or the Commitments of other Banks)First Extended Maturity Date, as applicable; provided provided, however, that the Borrower shall continue to have pay the right to replace any such Declining Bank (reasonable out-of-pocket costs incurred by the Lender in connection with respect to all or any portion of its Commitment) following the effectiveness giving of any such extensionExtension Notice and its revocation. The Borrower will have the right to accept Commitments from any Eligible Assignee that is not a Bank in an aggregate amount up to the aggregate amount of the Commitments of any Declining Banks; provided that any Eligible Assignee proposed to be substituted for a Declining Bank (unless such Eligible Assignee is an affiliate of a Bank) must be approved by the Administrative Agent, the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned. The Borrower may only extend the Maturity Date twice during If the term of this Agreement the Loan is extended pursuant to the provisions of this Section 2.72.13, then all the other terms and conditions of the Loan Documents shall remain in full force and effect and unmodified.

Extension Option. The Borrower may request that the Commitments be extended for up (a) Landlord hereby grants to two additional one year periods by providing not less than 30 days’ written notice (the date of such notice, a “Notice Date”) to the Administrative Agent prior to any anniversary of the Closing Date. If a Bank agrees, in its individual and sole discretion (and with the approval of the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned), to extend its Commitment (such Bank, an “Extending Bank”), it will notify the Administrative Agent, in writing, of its decision to do so no later than 15 days after the applicable Notice Date (such extension decision, a “Commitment Extension”). The Administrative Agent will notify the Borrower, in writing, of the Banks’ decisions promptly upon receipt thereof and in any event not later than Tenant one (1) Business Day option to extend the Term for a period of four (4) years, such option to be exercised by Tenant giving written notice of its exercise to Landlord in the manner provided in this Lease at least one hundred eighty (180) days prior to (but not more than two hundred ten (210) days prior to) the expiration of the Term, as it may have been previously extended. No extension option may be exercised by Tenant if an Event of Default has occurred and is then continuing or any facts or circumstances then exist which, with the giving of notice or the passage of time, or both, would constitute an Event of Default either at the time of exercise of the option or at the time the Term would otherwise have expired if the option had not been exercised. (b) If Tenant exercises its option to extend the Term, Landlord shall, within thirty (30) days after the receipt thereof. The Extending Banks’ Commitments will of Tenant's notice of exercise, notify Tenant in writing of Landlord's reasonable determination of the Base Rent for the Demised Premises, which amount shall be extended for an additional year from the then current Maturity Date so long as greater of (i) the Commitments of Base Rent in effect for the Extending Banks (after giving effect to any assumption by any Extending Banks of Commitments of Declining Banks as described below), together with the Commitments of any New Banks that replace any Declining Banks, represent more than 50% of the Total Commitments then in effectinitial Term, and (ii) on fair market rent for the date Demised Premises, determined by Landlord by taking into account all relevant factors for space of any request by this type in the Borrower southeast Memphis, Tennessee area. Tenant shall have thirty (30) days from its receipt of Landlord's notice to notify Landlord in writing that Tenant agrees with Landlord's determination of the Base Rent and therefore that Base Rent for the Demised Premises for the extended term shall be the Base Rent set forth in Landlord's notice to Tenant. If Tenant does not notify Landlord of such agreement within thirty (30) days of its receipt of Landlord's notice, Tenant shall be deemed to have retracted its option to extend the CommitmentsTerm, in which case the applicable Term, as it may have been previously extended, shall expire on its scheduled expiration date and Tenant's option to extend the Term shall be void and of no further force and effect. (c) Except for the Base Rent, which shall be determined as set forth in subparagraph (b) above, leasing of the Demised Premises by Tenant for the extended term shall be subject to all of the same terms and conditions set forth in Section 5.3 this Lease, including Tenant's obligation to pay Tenant's share of Operating Expenses as provided in this Lease; provided, however, that any improvement allowances, termination rights, rent abatements or other concessions applicable to the Demised Premises during the initial Term shall not be applicable during any such extended term, nor shall Tenant have any additional extension options unless expressly provided for in this Lease. Landlord and Tenant shall enter into an amendment to this Lease to evidence Tenant's exercise of its renewal option. If this Lease is guaranteed, it shall be satisfied. No Commitment Extension shall result in a condition of Landlord's granting the then-existing Maturity Date being more than five (5) years from the effective date of such Commitment Extension. No Bank shall be required renewal that Tenant deliver to consent to any such extension request or be required to increase its Commitment. The Maturity Date with respect to any Bank that declines or does not respond to the Borrower’s request for an extension Landlord a reaffirmation of the Commitments (a “Declining Bank”) shall remain guaranty in which the then-existing Maturity Date (without regard to any extension guarantor acknowledges Tenant's exercise of the Commitments of other Banks); provided its renewal option and reaffirms that the Borrower shall continue guaranty is in full force and effect and applies to have the right to replace any such Declining Bank (with respect to all or any portion of its Commitment) following the effectiveness of any such extension. The Borrower will have the right to accept Commitments from any Eligible Assignee that is not a Bank in an aggregate amount up to the aggregate amount of the Commitments of any Declining Banks; provided that any Eligible Assignee proposed to be substituted for a Declining Bank (unless such Eligible Assignee is an affiliate of a Bank) must be approved by the Administrative Agent, the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned. The Borrower may only extend the Maturity Date twice during the term of this Agreement pursuant to this Section 2.7said renewal.

Extension Option. (a) The Borrower may request that the Commitments be extended for up to two additional one year periods after any then existing Final Maturity Date by providing not less than 30 days’ written notice (the date of such notice, a “Notice Date”) to the Administrative Agent prior to any anniversary of the Closing then existing Final Maturity Date. If a Bank Lender agrees, in its individual and sole discretion (and with the approval of the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned)discretion, to extend its Commitment (such BankLender, an “Extending Bank”), it will notify the Administrative Agent, in writing, of its decision to do so no later than 15 20 days after the applicable Notice Date (such extension decision, a “Commitment Extension”)Date. The Administrative Agent will notify the Borrower, in writing, of the BanksLenders’ decisions promptly upon receipt thereof and in any event not no later than one 25 days after such Notice Date. (1b) Business Day after receipt thereof. The Extending Banks’ Commitments will be extended for an additional year from the then current Maturity Date so long as (i) the Commitments of the Extending Banks (after giving effect to any assumption by any Extending Banks of Commitments of Declining Banks as described below), together with the Commitments of any New Banks that replace any Declining Banks, represent more than 50% of the Total Commitments then in effect, and (ii) on the date of any request by the Borrower to extend the Commitments, the applicable conditions set forth in Section 5.3 shall be satisfied. No Commitment Extension shall result in the then-existing Maturity Date being more than five (5) years from the effective date of such Commitment Extension. No Bank Lender shall be required to consent to any such extension request or be required to increase its Commitment. The Maturity Date with respect to Commitment and any Bank Lender that declines or does not respond to the Borrower’s request for an extension of the Commitments (a “Declining BankLender”) shall remain will have its Commitment assigned to one or more Additional Commitment Banks (as defined below) in accordance with Section 2.15 or, if not so assigned, terminated on the then-then existing Final Maturity Date (without regard to any extension of the Commitments of other Lenders). (c) On or before any then existing Final Maturity Date in respect of which a notice pursuant to Section 2.19(a) is given, each Extending Bank shall have the right to undertake an additional Commitment to replace any Declining Bank as an assignee thereof in accordance with Section 2.15 and, if the aggregate of all such additional Commitments of Extending Banks is less than the aggregate amount of the Commitments of the Declining Banks, the Borrower shall have the right to replace each Declining Bank with, and add as “Lenders” under this Agreement in place thereof, one or more Persons that would constitute an eligible assignee pursuant to Section 8.04(b) (each, together with any such Extending Bank to the extent of such Extending Bank’s additional Commitment, an “Additional Commitment Bank”), all as provided in Section 2.15, each of which Additional Commitment Banks shall have entered into an Assignment and Assumption pursuant to which such Additional Commitment Bank shall, effective as of the then existing Final Maturity Date, undertake a Commitment (and, if any such Additional Commitment Bank is already a Lender, its such Commitment shall be in addition to any other Commitment of such Lender hereunder on such date); provided that the Borrower shall continue to have the right to replace any such Declining Bank (with respect to all or any portion of its Commitment) following the effectiveness of any such extension. The Borrower Extending Banks will have the right to accept undertake additional Commitments from any Eligible Assignee that is not a Bank in an aggregate amount up to the aggregate amount of the Commitments of the Declining Banks before the Borrower will have the right to replace any Declining Banks; provided that Bank with any Eligible Assignee proposed to be substituted for that is not already a Declining Bank Lender (unless such Eligible Assignee is an affiliate of a Bank) must be approved by it being understood that the Administrative Agent, in consultation with the Swingline Lender Borrower, will be able to allocate the aggregate amount of the Commitments of the Declining Banks among each such Extending Bank in an amount not to exceed the additional Commitment that such Extending Bank agreed to undertake). (d) If the Commitments of the Extending Banks and the Issuing BanksAdditional Commitment Banks aggregate 50% or less of the aggregate Commitments of all Lenders as of immediately prior to such then existing Final Maturity Date, such approval, in each case, not to none of the Commitments (including the Commitment of any Extending Bank) will be unreasonably withheld, delayed or conditioned. The Borrower may only extend extended and the Final Maturity Date twice during the term of this Agreement pursuant to this Section 2.7for each Lender shall remain unchanged.

Extension Option. (a) The Borrower may request that shall have two options (each an “Extension Option”) to extend the Commitments be extended for up to two additional Stated Termination Date by one year periods by providing not less than per option, subject to satisfaction of the following conditions: (i) the Administrative Agent shall have received written notice of the extension request at least 30 days’ written notice , but not more than 90 days, prior to the then Stated Termination Date; (ii) all of the representations and warranties in the Loan Documents shall be true and true and correct in all material respects (other than those representations and warranties that are expressly qualified by a Material Adverse Effect or other materiality, in which case such representations and warranties shall be true and correct in all respects) as of the date of the effectiveness of such noticeextension (or, a “Notice if such representation or warranty relates to an earlier date, as of such earlier date); (iii) no Default or Event of Default shall exist, or would immediately result from, such extension of the Stated Termination Date”; (iv) each of the REIT Guarantor and any other Loan Parties shall have ratified their obligations under the Loan Documents to which they are parties pursuant to an agreement in form and substance satisfactory to the Administrative Agent; (v) the payment to the Administrative Agent prior to any anniversary for the ratable benefit of the Closing Date. If a Bank agrees, in its individual and sole discretion (and with the approval Lenders of an extension fee of 0.25% of the Swingline Lender and Aggregate Revolving Commitment Amount at the Issuing Bankstime of such extension; (vi) the Borrower shall have paid all of Administrative Agent’s expenses incurred in respect of the extension, such approval, in each case, not to be unreasonably withheld, delayed or conditioned), to extend its Commitment including reasonable attorneys’ fees; and (such Bank, an “Extending Bank”), it will notify vii) the Administrative Agent, in writing, of its decision to do so no later than 15 days after the applicable Notice Date (such extension decision, Agent shall have received a “Commitment Extension”). The Administrative Agent will notify the Borrower, in writing, certificate signed by a Responsible Officer of the Banks’ decisions promptly upon receipt thereof and Borrower certifying that each of the conditions set forth in any event not later than one (1) Business Day after receipt thereof. The Extending Banks’ Commitments will be extended for an additional year from the then current Maturity Date so long as preceding clauses (i) through (vi) has been satisfied and that the Commitments of REIT Guarantor and the Extending Banks (Borrower are in compliance with all the Financial Covenants both immediately before and immediately after giving effect to any assumption by any Extending Banks of Commitments of Declining Banks as described below), together with the Commitments of any New Banks that replace any Declining Banks, represent more than 50% of the Total Commitments then in effect, and such extension. (iib) on On the date of any request by the Borrower to extend satisfaction of the Commitments, the applicable conditions set forth in Section 5.3 2.5(a) (so long as such date is prior to the Revolving Loan Commitment Termination Date), the Stated Termination Date shall be satisfied. No Commitment Extension shall result in the then-existing Maturity Date being more than five (5) years from the effective date of such Commitment Extension. No Bank shall be required to consent to any such extension request or be required to increase its Commitment. The Maturity Date with respect to any Bank that declines or does not respond to the Borrower’s request for an extension of the Commitments (a “Declining Bank”) shall remain the then-existing Maturity Date (without regard to any extension of the Commitments of other Banks); provided that the Borrower shall continue to have the right to replace any such Declining Bank (with respect to all or any portion of its Commitment) following the effectiveness of any such extension. The Borrower will have the right to accept Commitments from any Eligible Assignee that is not a Bank in an aggregate amount up to the aggregate amount of the Commitments of any Declining Banks; provided that any Eligible Assignee proposed to be substituted for a Declining Bank (unless such Eligible Assignee is an affiliate of a Bank) must be approved extended by the Administrative Agent, the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned. The Borrower may only extend the Maturity Date twice during the term of this Agreement pursuant to this Section 2.7one calendar year.

Extension Option. The Borrower may request that the Total Commitments be extended renewed for up to two additional one year periods by providing not less than 30 days’ written notice (the date of such notice, a “Notice Date”) request to the Administrative Agent no earlier than a number of days specified by the Administrative Agent from time to time prior to any the then next occurring anniversary of the Closing Date (each, a "Noticed Anniversary Date"). If a Bank Lender agrees, in its individual and sole discretion (and with the approval of the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned)discretion, to extend its Commitment (such Bank, an “"Extending Bank”Lender"), it will notify the Administrative Agent, in writing, of its decision to do so no later than 15 a number of days after prior to the applicable Notice Noticed Anniversary Date specified by the Administrative Agent from time to time (but in any event not later than 20 days prior to such extension decision, a “Commitment Extension”Noticed Anniversary Date). The Administrative Agent will notify the Borrower, in writing, of the Banks’ Lenders' decisions promptly upon receipt thereof and in any event not no later than one (1) Business Day after receipt thereof5 days prior to such Noticed Anniversary Date. The Extending Banks’ Lenders' Commitments will be extended renewed for an additional one year from the then current Maturity existing Termination Date so long and such extended Termination Date shall become the Termination Date (except as otherwise provided in this Section 2.18 as to Declining Lenders), provided that (i) the Commitments of the Extending Banks (after giving effect to any assumption by any Extending Banks of Commitments of Declining Banks as described below), together with the Commitments of any New Banks that replace any Declining Banks, represent more than 50% of the Total Commitments then in effect, is extended or otherwise committed to by Extending Lenders and any new Lenders and (ii) on the date of any request all representations and warranties made by the Borrower in or pursuant to extend the CommitmentsLoan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date, except (A) any representations and warranties which are explicitly stated as having been made as of a specific date, which representations and warranties shall be true and correct in all material respects on and as of such date and (B) the applicable conditions representations and warranties set forth in Section 5.3 Sections 4.2 and 4.7 shall be satisfied. No Commitment Extension shall result in the then-existing Maturity Date being more than five (5) years from the effective date of such Commitment Extension. No Bank shall not be required to consent to any such extension request or be required to increase its Commitmentrestated. The Maturity Date with respect to any Bank Any Lender that declines or does not respond to the Borrower’s 's request for an extension of the Commitments commitment renewal (a “"Declining Bank”Lender") shall remain will have its Commitment terminated on the then-earlier of (i) the then existing Maturity Termination Date (without regard to any extension of renewals by other Lenders) (the Commitments of other Banks); provided that "Existing Termination Date") and (ii) the date such Declining Lender is replaced in accordance with Section 2.17, and at such time the Borrower shall continue repay all Loans, participations in LC Disbursements, participating interests in Swingline Loans and Swingline Participation Amounts and other amounts owing to have the right to replace any such Declining Bank (with respect to all or any portion of its Commitment) following the effectiveness of any such extensionLender. The Borrower will have the right to accept Commitments commitments from any Eligible Assignee that is not a Bank third party financial institutions acceptable to the Administrative Agent in an aggregate amount up to the aggregate amount of the Commitments of any Declining Banks; Lenders, provided that the Extending Lenders will have the right to increase their Commitments up to the amount of the Declining Lenders' Commitments before the Borrower will be permitted to substitute any Eligible Assignee proposed to be substituted other financial institutions for a the Declining Bank (unless such Eligible Assignee is an affiliate of a Bank) must be approved by the Administrative Agent, the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditionedLenders. The Borrower may only so extend the Maturity Termination Date twice during five times. The Termination Date may not be extended beyond February 23, 2017. 5. Approval of Extension to February 25, 2013. The Borrower has requested that the term Termination Date be extended from February 23, 2012 to February 25, 2013. Each Lender party hereto agrees to extend its Commitment to February 25, 2013. For the purpose of clarification, the Lenders hereby agree to waive the requirements of Section 2.18 of the Existing Credit Agreement, as amended by this Agreement pursuant Amendment, with respect to this Section 2.7such extension.

Extension Option. The (a) Borrower may request that shall have the Commitments be extended for up to two additional one year periods by providing not less than 30 days’ written notice option (the date of such noticeeach, a an “Notice DateExtension Option”) to the Administrative Agent prior to any anniversary of the Closing Date. If a Bank agrees, in its individual and sole discretion (and with the approval of the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned), to extend its Commitment (such Bank, an “Extending Bank”), it will notify the Administrative Agent, in writing, of its decision to do so no later than 15 days after the applicable Notice Maturity Date (such extension decision, a “Commitment Extension”). The Administrative Agent will notify the Borrower, in writing, of the Banks’ decisions promptly upon receipt thereof and in any event not later than one Note for up to three (13) Business Day after receipt thereof. The Extending Banks’ Commitments will be extended for an additional year from the then current Maturity Date so long as extension terms: (i) the Commitments of first extension term from the Extending Banks Original Maturity Date to the Payment Date in February, 2007 (after giving effect to any assumption by any Extending Banks of Commitments of Declining Banks as described belowthe “First Extended Maturity Date”), together with (ii) the Commitments of any New Banks that replace any Declining Bankssecond extension term from the First Extended Maturity Date to the Payment Date in February, represent more than 50% of 2008 (the Total Commitments then in effect“Second Extended Maturity Date”), and (iii) the third extension term from the Second Extended Maturity Date to the Payment Date in February, 2009 (the “Final Maturity Date”), upon satisfaction of each of the following conditions (the “Extension Conditions”): (i) Borrower shall have given written notice (each, an “Extension Notice”) to Lender not less than sixty (60) days prior to the Original Maturity Date, the First Extended Maturity Date or the Second Extended Maturity Date, as applicable, of its election to exercise the first, the second or the third Extension Option, as the case may be; (ii) no Default or Event of Default shall have occurred and be continuing on the Original Maturity Date, the First Extended Maturity Date or the Second Extended Maturity Date, as applicable or as of the date of any request by delivery of the Borrower Extension Notice with respect to extend the Commitments, the applicable conditions set forth in Section 5.3 Extension Option; (iii) Borrower shall have paid to the Lender on the First Extended Maturity Date or the Second Extended Maturity Date, as applicable, a fee (each, an “Extension Fee”) equal to the product of 0.25% and the Principal Indebtedness as of the First Extended Maturity Date or the product of 0.375% and the Principal Indebtedness as of the Second Extended Maturity Date, as applicable (taking into account any principal payments projected to be made either on such date) (i.e. no Extension Fee shall be satisfied. No Commitment due and payable on the Original Maturity Date); (iv) Borrower shall have purchased an interest rate cap for the term of the extension (or renewed the existing interest rate cap for such period) in each case from or with a Qualified Interest Rate Cap Counterparty, with a notional amount equal to the outstanding Principal Indebtedness and a LIBOR strike rate equal to 5.00% and pursuant to documentation acceptable to Lender and delivered to Lender a fully executed Collateral Assignment of Hedge; and (v) Lender shall have determined that Borrower is in compliance with the Debt Service Coverage Test. (b) In the event Borrower has timely given the Extension shall result in the then-existing Maturity Date being more than five (5) years from the effective date of such Commitment Extension. No Bank Notice to Lender, Lender shall be required to consent notify Borrower by not later than the Payment Date prior to the Original Maturity Date, the First Extended Maturity Date or the Second Extended Maturity Date, as applicable, of Borrower’s compliance or non-compliance with the Debt Service Coverage Test. Borrower may make a voluntary prepayment of the Loan on the Original Maturity Date, the First Extended Maturity Date or the Second Extended Maturity Date, as applicable, in order to be in compliance with the Debt Service Coverage Test on any such extension request date (including from equity capital contributions from its principals). (c) Borrower may revoke any Extension Notice by written notice (or be required telephonic notice promptly confirmed in writing) to increase its Commitment. The Lender on or prior to the tenth (10th) Business Day prior to the Original Maturity Date, the First Extended Maturity Date with respect to any Bank or the Second Extended Maturity Date, as applicable; provided, however, that declines or does not respond to the Borrower’s request for an extension of the Commitments (a “Declining Bank”) shall remain the then-existing Maturity Date (without regard to any extension of the Commitments of other Banks); provided that the Borrower shall continue to have pay the right to replace any such Declining Bank (reasonable out-of-pocket costs incurred by Lender and in connection with respect to all or any portion of its Commitment) following the effectiveness giving of any such extensionExtension Notice and its revocation. The Borrower will have the right to accept Commitments from any Eligible Assignee that is not a Bank in an aggregate amount up to the aggregate amount of the Commitments of any Declining Banks; provided that any Eligible Assignee proposed to be substituted for a Declining Bank (unless such Eligible Assignee is an affiliate of a Bank) must be approved by the Administrative Agent, the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned. The Borrower may only extend the Maturity Date twice during If the term of this Agreement the Loan is extended pursuant to the provisions of this Section 2.72.17, then all the other terms and conditions of the Loan Documents shall remain in full force and effect and unmodified.

Extension Option. The Borrower may request that This extension option is a part of the Commitments be extended Lease dated ______________ by and between RF Industries, Ltd., as Tenant, and Monarch Owner LLC, as Landlord, for up to two additional one year periods by providing not less than 30 days’ the Premises set forth in the Lease. (A) Tenant shall, upon giving Landlord at least nine (9) months prior written notice but no more than fifteen (15) months from the date of such notice, a “Notice Date”) to the Administrative Agent prior to any anniversary natural Expiration Date of the Closing Date. If a Bank agrees, in its individual and sole discretion Lease (and with the approval of the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned), to extend its Commitment (such Bank, an “Extending BankExercise Notice”), it will notify have the Administrative Agent, in writing, option to renew this Lease for one additional term of its decision to do so no later than 15 days after the applicable Notice Date (such extension decision, a “Commitment Extension”). The Administrative Agent will notify the Borrower, in writing, of the Banks’ decisions promptly upon receipt thereof and in any event not later than one (1) Business Day after receipt thereof. The Extending Banks’ Commitments will be extended for an additional year from the then current Maturity Date so long as (i) the Commitments of the Extending Banks (after giving effect to any assumption by any Extending Banks of Commitments of Declining Banks as described below), together with the Commitments of any New Banks that replace any Declining Banks, represent more than 50% of the Total Commitments then in effect, and (ii) on the date of any request by the Borrower to extend the Commitments, the applicable conditions set forth in Section 5.3 shall be satisfied. No Commitment Extension shall result in the then-existing Maturity Date being more than five (5) years from (“Renewal Term”) upon all the effective date same terms and conditions of such Commitment Extension. No Bank the Lease, except for the annual Base Rent, which shall be required determined in accordance with the then “Prevailing Fair Market Rental Rate” being charged in the Building and other comparable quality office buildings in the Xxxxxx County, New Jersey office market for: (i) comparable space in size, quality and condition; (ii) comparable term of lease; and (iii) comparable Building services, amenities and location. In no event, however, shall the Base Rent for the Renewal Term be less than the annual Base Rent being paid by Tenant in the month immediately prior to consent the time the Renewal Term commences. (B) Within fifteen (15) days after receipt of Tenant’s Exercise Notice, Landlord shall send written notice to any such extension request or be required to increase its CommitmentTenant of the Prevailing Fair Market Rental Rate for the Renewal Term. In the event Landlord and Tenant cannot agree upon the annual Base Rent for the Renewal Term within thirty (30) days of Landlord’s notice, then within fifteen (15) days thereafter, each party shall select a qualified commercial real estate appraiser with at least five (5) years experience in appraising office properties in the Xxxxxx County, New Jersey office market and surrounding areas. The Maturity Date two appraisers shall give their opinion of Prevailing Fair Market Rental Rates within twenty (20) days after their retention. If the opinions of the two appraisers differ by three (3%) percent, and after good faith efforts over the succeeding ten (10) day period the parties cannot mutually agree on the Base Rent for the Renewal Term, then the appraisers shall immediately and jointly appoint a third appraiser with respect to the qualifications specified above. This third appraiser shall, within five (5) business days, choose either the determination of Landlord’s appraiser or Xxxxxx’s appraiser and such choice of this third appraiser shall be final and binding on Landlord and Tenant. Each party shall pay its own costs for its real estate appraiser and shall equally share the costs of any Bank that declines or does not respond third appraiser. As soon as Landlord and Tenant have agreed to the Borrower’s request Base Rent for the Renewal Term, the parties shall execute an amendment to the Lease confirming the extension of the Commitments (a “Declining Bank”) shall remain the then-existing Maturity Date (without regard to any extension of the Commitments of other Banks); provided that the Borrower shall continue to have the right to replace any such Declining Bank (with respect to all or any portion of its Commitment) following the effectiveness of any such extension. The Borrower will have the right to accept Commitments from any Eligible Assignee that is not a Bank in an aggregate amount up to the aggregate amount of the Commitments of any Declining Banks; provided that any Eligible Assignee proposed to be substituted for a Declining Bank (unless such Eligible Assignee is an affiliate of a Bank) must be approved by the Administrative Agent, the Swingline Lender Term and the Issuing Banks, such approval, in each case, not adjusted Base Rent. (C) Tenant’s option to be unreasonably withheld, delayed or conditioned. The Borrower may only extend the Maturity Date twice during the term of this Agreement Terms pursuant to this Section 2.7shall be condition upon and subject to each of the following: (i) Tenant’s timely exercise of this option by providing Landlord its Exercise Notice within the time frame described in paragraph (A) above; (ii) Tenant shall not be in default under the terms and conditions of this Lease beyond the applicable grace period for the cure thereof at the time Tenant exercises its option or at the commencement of the Renewal Term; (iii) Tenant shall not have subleased any portion of the Premises to any subtenant other than an Affiliate or assigned its interest in this Lease to any assignee other than an Affiliate, it being expressly understood that this option to renew shall be deemed personal to Tenant and Affiliate may not be assigned without Xxxxxxxx’s prior written consent; (iv) Tenant shall have no further renewal option other than the option to extend for the Renewal Term set forth in paragraph (A) above; and (v) Landlord shall have no obligation to do any work with respect to the Premises.

Extension Option. The Borrower may request that the Total Commitments be extended renewed for up to two additional one year periods by providing not less than 30 days’ written notice (the date of such notice, a “Notice Date”) request to the Administrative Agent no earlier than 45 days but no later than 30 days prior to January 12, 2008 or any anniversary of the Closing thereof (each, a "Noticed Anniversary Date"). If a Bank Lender agrees, in its individual and sole discretion (and with the approval of the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned)discretion, to extend renew its Commitment (such Bank, an “"Extending Bank”Lender"), it will notify the Administrative Agent, in writing, of its decision to do so no earlier than 30 days prior to the applicable Noticed Anniversary Date (but in any event no later than 15 20 days after the applicable Notice Date (prior to such extension decision, a “Commitment Extension”Noticed Anniversary Date). The Administrative Agent will notify the Borrower, in writing, of the Banks’ Lenders' decisions promptly upon receipt thereof and in any event not no later than one (1) Business Day after receipt thereof15 days prior to such Noticed Anniversary Date. The Extending Banks’ Lenders' Commitments will be extended renewed for an additional year from the then current Maturity Date so long as existing Termination Date, provided that (i) the Commitments of the Extending Banks (after giving effect to any assumption by any Extending Banks of Commitments of Declining Banks as described below), together with the Commitments of any New Banks that replace any Declining Banks, represent more than 50% of the Total Commitments then in effect, is extended or otherwise committed to by Extending Lenders and any new Lenders and (ii) on the date of any request all representations and warranties made by the Borrower in or pursuant to extend the CommitmentsLoan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date, except (A) any representations and warranties which are explicitly stated as having been made as of a specific date, which representations and warranties shall be true and correct in all material respects on and as of such date and (B) the applicable conditions representations and warranties set forth in Section 5.3 Sections 4.2 and 4.7 shall be satisfied. No Commitment Extension shall result in the then-existing Maturity Date being more than five (5) years from the effective date of such Commitment Extension. No Bank shall not be required to consent to any such extension request or be required to increase its Commitmentrestated. The Maturity Date with respect to any Bank Any Lender that declines or does not respond to the Borrower’s 's request for an extension of the Commitments commitment renewal (a “"Declining Bank”Lender") shall remain will have its Commitment terminated on the then-earlier of (i) the then existing Maturity Termination Date (without regard to any extension of renewals by other Lenders) (the Commitments of other Banks); provided that "Existing Termination Date") and (ii) the Borrower shall continue to have the right to replace any date such Declining Bank (Lender is replaced in accordance with respect to all or any portion of its Commitment) following the effectiveness of any such extensionSection 2.17. The Borrower will have the right to accept Commitments commitments from any Eligible Assignee that is not a Bank third party financial institutions acceptable to the Administrative Agent in an aggregate amount up equal to the aggregate amount of the Commitments of any Declining Banks; Lenders, provided that the Extending Lenders will have the right to increase their Commitments up to the amount of the Declining Lenders' Commitments before the Borrower will be permitted to substitute any Eligible Assignee proposed to be substituted other financial institutions for a the Declining Bank (unless such Eligible Assignee is an affiliate of a Bank) must be approved by the Administrative Agent, the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditionedLenders. The Borrower may only so extend the Maturity Termination Date twice during the term of this Agreement pursuant to this Section 2.7twice.

Extension Option. (a) The Parent Borrower may request that an extension of the Commitments be extended Revolving Termination Date then in effect hereunder (the “Existing Revolving Termination Date”) for up to two additional one year periods by providing (each, an “Extended Termination Date”); provided that (i) the Parent Borrower (A) provides written notice requesting the extension to the Administrative Agent not less than 30 days’ written notice (the date of such notice, a “Notice Date”) to the Administrative Agent days nor more than 60 days prior to any anniversary of the Closing Date. If Date and (B) delivers to the Administrative Agent a Bank agrees, in its individual and sole discretion (and with the approval certificate signed by a duly authorized officer certifying a copy of the Swingline Lender resolutions of each Loan Party’s board of directors (or other applicable governing body) approving the Extended Termination Date, (ii) no Default or Event of Default has occurred and is continuing or would result therefrom, (iii) no more than two extension requests shall be made and (iv) each of the Issuing Banksrepresentations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects (except any representation and warranty that is qualified by “Material Adverse Effect” or similar language shall be true and correct in all respects) on and as of such date as if made on and as of such date; provided that to the extent such representations and warranties refer specifically to an earlier date, such approval, representations and warranties shall be true and correct in each case, not to be unreasonably withheld, delayed or conditioned), to extend its Commitment (all material respects as of such Bank, an “Extending Bank”), it will notify the Administrative Agent, in writing, of its decision to do so no later than 15 days after the applicable Notice Date (such extension decision, a “Commitment Extension”)earlier date. The Administrative Agent shall promptly notify each of the Lenders of such request. Each Lender will notify respond to such request, whether affirmatively or negatively, as it may elect in its sole discretion, within ten Business Days of such notice to the Administrative Agent. If a Lender does not respond to such request within such ten Business Day period, such Lender shall be deemed to have rejected such request. The Commitments of those Lenders which have responded affirmatively shall be extended, subject to receipt by the Administrative Agent of counterparts of an amendment agreement in the form and substance reasonably acceptable to the Administrative Agent and the Parent Borrower (the “Extension Agreement”) duly completed and signed by the Parent Borrower, in writing, the Administrative Agent and all of the Banks’ decisions promptly upon receipt thereof and in any event not later than one (1) Business Day after receipt thereofLenders which have responded affirmatively. The Extending Banks’ Commitments will be extended for an additional year from the then current Maturity Date so long as (i) No extension of the Commitments of the Extending Banks (after giving effect pursuant to this Section 2.22(a) shall be legally binding on any assumption by any Extending Banks of Commitments of Declining Banks as described below), together with the Commitments of any New Banks that replace any Declining Banks, represent party hereto unless and until Lenders holding more than 50% of the Total aggregate amount of the Commitments then in effecthave agreed to such extension. (b) If any Lender rejects, and or is deemed to have rejected, the Parent Borrower’s request to extend its Commitment (iieach, a “Non-Extending Lender”), (x) this Agreement shall terminate on the date of any request by the Borrower to extend the Commitments, the applicable conditions set forth in Section 5.3 shall be satisfied. No Commitment Extension shall result in the then-existing Maturity Date being more than five (5) years from the effective date of such Commitment Extension. No Bank shall be required to consent to any such extension request or be required to increase its Commitment. The Maturity Existing Revolving Termination Date with respect to such Non-Extending Lender (provided that such Non-Extending Lender’s rights under Sections 2.15 and 10.5 and obligations under Section 10.14 shall survive the applicable Existing Revolving Termination Date, as to matters occurring prior to such date), (y) the Parent Borrower shall pay to such Lender on the applicable Existing Revolving Termination Date any Bank amounts due and payable hereunder to such Lender on such date and (z) the Parent Borrower may, if it so elects, designate a Person to become a Lender (provided that declines or does not respond such Person is acceptable to the BorrowerAdministrative Agent in its reasonable discretion), or agree with an existing Lender that such Lender’s request for Commitment shall be increased (each, an extension “Assuming Lender”), in each case to assume, effective as of the applicable Existing Revolving Termination Date, any Non-Extending Lenders’ Commitments (a “Declining Bank”) shall remain the then-existing Maturity Date (without regard to any extension and all of the Commitments obligations of other Banks)such Non-Extending Lenders under this Agreement thereafter arising relating to such Commitments, without recourse to or warranty by, or expense to such Non-Extending Lenders; provided that the Borrower shall continue to have the right to replace any such Declining Bank (with respect to all designation or any portion of its Commitment) following the effectiveness of any such extension. The Borrower will have the right to accept Commitments from any Eligible Assignee that is agreement may not a Bank in an aggregate amount up to increase the aggregate amount of the Commitments under this Facility. The assumptions provided for in this Section 2.22(b) shall be subject to the conditions that: (i) the Assuming Lenders shall have paid to the Non-Extending Lenders the aggregate principal amount of, and any interest and fees accrued and unpaid up to but excluding the applicable Existing Revolving Termination Date, on the outstanding Loans, if any, of the Non-Extending Lenders under their respective Commitments being assumed; (ii) all additional costs, reimbursements, expense reimbursements and indemnities due and payable to the Non-Extending Lenders in respect of such Commitments shall have been paid by the Parent Borrower; and (iii) with respect to any Declining Bankssuch Assuming Lender, the applicable processing and recordation fee required under Section 9.7(a) for such assignment shall have been paid by the Assuming Lender (or, if it has been so agreed, by the Parent Borrower); provided On or prior to the applicable Existing Revolving Termination Date, (A) each Assuming Lender that is not an existing Lender shall have delivered to the Parent Borrower and the Administrative Agent an Assignment and Acceptance or such other agreement acceptable to the Parent Borrower and the Administrative Agent and (B) any Eligible Assignee proposed existing Lender assuming any Commitments shall have delivered confirmation in writing satisfactory to the Parent Borrower and the Administrative Agent as to the increase in the amount of its Commitment. Upon execution and delivery of the documentation pursuant to the foregoing clauses (A) and (B) and the Extension Agreement pursuant to Section 2.22(a), the payment of all amounts referred to in clauses (i) through (iii) of this Section 2.22(b), and subject to the requirements of the Patriot Act or any similar “know your customer” or other similar checks under all applicable laws and regulations with respect to Assuming Lenders that are not existing Lenders, the Assuming Lenders, as of the applicable Existing Revolving Termination Date, will be substituted for a Declining Bank (unless the Non-Extending Lenders under this Agreement to the extent of their assumed Commitments and shall be Lenders for all purposes of this Agreement, without any further acknowledgment by or the consent of the other Lenders, and the obligations of the Non-Extending Lenders to such Eligible Assignee is an affiliate of a Bank) must be approved extent hereunder shall, by the Administrative Agentprovisions hereof, be released and discharged. (c) Effective as of each applicable Existing Revolving Termination Date, (i) the L/C Exposure of each applicable Non-Extending Lender shall be ratably reallocated, to the extent of the unused Revolving Commitments of the extending Revolving Lenders (including, for the avoidance of doubt, any Assuming Lenders), to such extending Revolving Lenders (without regard to whether the conditions set forth in Section 5.2 can then be satisfied) and (ii) to the extent not reallocated pursuant to the immediately preceding clause (i), the Swingline Lender and Parent Borrower shall cash collateralize the balance of such L/C Exposure in accordance with the procedures set forth in Section 8 for so long as such L/C Exposure is outstanding. A Revolving Termination Date, as such term is used in reference to an outstanding Letter of Credit, may not be extended without the prior written consent of the applicable Issuing Banks, such approval, Lender. (d) This Section 2.22 shall supersede any provisions in each case, not Section 10.1 to be unreasonably withheld, delayed or conditioned. The Borrower may only extend the Maturity Date twice during the term of this Agreement pursuant to this Section 2.7contrary.

Extension Option. The Subject to the provisions of this Section 5, Borrower may request that shall have the Commitments be extended for up to two additional one year periods option (the “First Extension Option”), by providing not less than 30 days’ irrevocable written notice (the date of such notice, a “Notice DateFirst Extension Notice”) delivered to Lender no later than thirty (30) days prior to the Administrative Agent prior to any anniversary of the Closing Initial Maturity Date. If a Bank agrees, in its individual and sole discretion (and with the approval of the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned), to extend its Commitment the Maturity Date to March 9, 2010 (such Bankthe “First Extended Maturity Date”). In the event Borrower shall have exercised the First Extension Option, an Borrower shall have the option (the “Extending BankSecond Extension Option”), it will notify by irrevocable written notice (the Administrative Agent, in writing, of its decision “Second Extension Notice”) delivered to do so Lender no later than 15 thirty (30) days after prior to the applicable Notice First Extended Maturity Date, to extend the First Extended Maturity Date to March 9, 2011 (such extension decision, a the “Commitment ExtensionSecond Extended Maturity Date”). The Administrative Agent will notify In the event Borrower shall have exercised the Second Extension Option, Borrower shall have the option (the “Third Extension Option”), by irrevocable written notice (the “Third Extension Notice”) delivered to Lender no later than thirty (30) days prior to the Second Extended Maturity Date, to extend the Second Extended Maturity Date to March 9, 2012 (the “Third Extended Maturity Date”). Borrower, in writing, ’s right to so extend the Maturity Date shall be subject to the satisfaction of the Banks’ decisions promptly upon receipt thereof following conditions precedent prior to each extension hereunder: i. No Monetary Default or Event of Default shall have occurred and in any event be continuing both on (A) the date Borrower delivers the First Extension Notice, the Second Extension Notice or the Third Extension Notice, as applicable, and (B) on the Initial Maturity Date, the First Extended Maturity Date and the Second Extended Maturity Date, as applicable; ii. Borrower shall obtain and deliver to Lender not later than one (1) Business Day after receipt thereof. The Extending Banks’ Commitments will prior to the first day of the term of the Loan as extended one or more Extension Interest Rate Cap Agreements from an Acceptable Counterparty which Extension Interest Rate Cap Agreement(s) shall have a strike rate equal to the Maximum Pay Rate and shall be extended effective for an additional year from the period commencing on the day immediately following the then current applicable Maturity Date so long as (i) the Commitments of the Extending Banks (after prior to giving effect to any assumption by any Extending Banks of Commitments of Declining Banks as described below), together with the Commitments of any New Banks that replace any Declining Banks, represent more than 50% applicable Extension Option) and ending on the last day of the Total Commitments then Interest Period in effect, and (ii) on the date of any request by the Borrower to extend the Commitments, which the applicable conditions set forth in Section 5.3 shall be satisfied. No Commitment Extension shall result in the then-existing extended Maturity Date being more than occurs; and iii. Borrower shall deliver (or shall commit to deliver within five (5) years from the effective date of such Commitment Extension. No Bank shall be required to consent to any such extension request or be required to increase its Commitment. The Maturity Date Business Days thereafter) a Counterparty Opinion with respect to any Bank that declines or does not respond to the Borrower’s request for an extension of the Commitments (a “Declining Bank”) shall remain the then-existing Maturity Date (without regard to any extension of the Commitments of other Banks); provided that the Borrower shall continue to have the right to replace any such Declining Bank (with respect to all or any portion of its Commitment) following the effectiveness of any such extension. The Borrower will have the right to accept Commitments from any Eligible Assignee that is not a Bank in an aggregate amount up to the aggregate amount of the Commitments of any Declining Banks; provided that any Eligible Assignee proposed to be substituted for a Declining Bank (unless such Eligible Assignee is an affiliate of a Bank) must be approved by the Administrative Agent, the Swingline Lender Extension Interest Rate Agreement and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned. The Borrower may only extend the Maturity Date twice during the term of this Agreement pursuant to this Section 2.7related Acknowledgment.

Extension Option. The Borrower may request that the Total Commitments be extended renewed for up to two additional one year periods by providing not less than 30 days’ written notice of such request (the date of such notice, a an “Notice DateExtension Notice”) to the Administrative Agent prior to any anniversary of the Closing Dateno more frequently than once in a calendar year. If a Bank Lender agrees, in its individual and sole discretion (and with the approval of the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned)discretion, to extend its Commitment (such Bank, an “Extending BankLender”), it will notify the Administrative Agent, in writing, of its decision to do so no later than 15 days after the applicable Notice Date (such extension decision, a “Commitment Extension”)deadline specified by the Extension Notice. The Administrative Agent will notify the Borrower, in writing, of the BanksLenders’ decisions promptly upon receipt thereof and in any event not later than one (1) Business Day after receipt thereoffollowing such deadline. The Extending BanksLenders’ Commitments will be extended renewed for an additional one year from the then current Maturity existing Termination Date so long and such extended Termination Date shall become the Termination Date (except as otherwise provided in this Section 2.18 as to Declining Lenders), provided, that (i) the Commitments of the Extending Banks (after giving effect to any assumption by any Extending Banks of Commitments of Declining Banks as described below), together with the Commitments of any New Banks that replace any Declining Banks, represent more than 50% of the Total Commitments then in effectis extended or otherwise committed to by Extending Lenders and any new Lenders, and (ii) on the date of any request all representations and warranties made by the Borrower in or pursuant to extend the CommitmentsLoan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date and (iii) no Default or Event of Default exists, except (A) any representations and warranties which are explicitly stated as having been made as of a specific date, which representations and warranties shall be true and correct in all material respects on and as of such date and (B) the applicable conditions representations and warranties set forth in Section 5.3 Sections 4.2, 4.7 and 4.11 shall be satisfied. No Commitment Extension shall result in the then-existing Maturity Date being more than five (5) years from the effective date of such Commitment Extension. No Bank shall not be required to consent to any such extension request or be required to increase its Commitmentrestated. The Maturity Date with respect to any Bank Any Lender that declines or does not respond to the Borrower’s request for an extension of the Commitments commitment renewal (a “Declining BankLender”) shall remain will have its Commitment terminated on the then-earlier of (i) the then existing Maturity Termination Date (without regard to any extension of renewals by other Lenders) (the Commitments of other Banks); provided that the Borrower shall continue to have the right to replace any such Declining Bank (with respect to all or any portion of its Commitment“Existing Termination Date”) following the effectiveness of any such extension. The Borrower will have the right to accept Commitments from any Eligible Assignee that is not a Bank in an aggregate amount up to the aggregate amount of the Commitments of any Declining Banks; provided that any Eligible Assignee proposed to be substituted for a Declining Bank (unless such Eligible Assignee is an affiliate of a Bank) must be approved by the Administrative Agent, the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned. The Borrower may only extend the Maturity Date twice during the term of this Agreement pursuant to this Section 2.7.and

Extension Option. (i) The Parent Borrower may request that from time to time during the Commitments be extended for up to two additional one year periods term of this Agreement, by providing not less than 30 days’ written notice to the Administrative Agent and the Foreign Trade Facility Agent (such notice being an “Extension Notice”) delivered no later than 60 days prior to the Foreign Trade Maturity Date (the date of such notice, a the “Notice Date”), request the Lenders with a Participation FCI Commitment and the FCI Issuing Lenders to extend the then applicable Foreign Trade Maturity Date for an additional year (the “Extended Foreign Trade Maturity Date”). The Foreign Trade Facility Agent shall promptly transmit any Extension Notice to each Lender with a Participation FCI Commitment and each FCI Issuing Lender. Each FCI Issuing Lender and each Lender with a Participation FCI Commitment shall notify the Foreign Trade Facility Agent whether it wishes to extend the then applicable Foreign Trade Maturity Date at least 30 days (or such earlier date as directed by the Parent Borrower) prior to the then applicable Foreign Trade Maturity Date, and any such notice given by an FCI Issuing Lender or a Lender with a Participation FCI Commitment to the Foreign Trade Facility Agent, once given, shall be irrevocable as to such Lender. The Foreign Trade Facility Agent shall promptly notify the Administrative Agent and the Parent Borrower of the notice of each FCI Issuing Lender and each Lender with a Participation FCI Commitment that it wishes to extend (each, an “Extension Acceptance Notice”). Any FCI Issuing Lender and any Lender with a Participation FCI Commitment which does not expressly notify the Foreign Trade Facility Agent on or before the date that is 30 days (or such earlier date as directed by the Parent Borrower) prior to the then applicable Foreign Trade Revolving Maturity Date that it wishes to so extend the then applicable Foreign Trade Maturity Date shall be deemed to have rejected the Parent Borrower’s request for extension of such Foreign Trade Maturity Date. If all the Lenders with a Participation FCI Commitment and all the FCI Issuing Lenders have elected (in their sole and absolute discretion) to so extend the then applicable Foreign Trade Maturity Date, the Foreign Trade Facility Agent shall notify the Administrative Agent and the Parent Borrower of such election by the Lenders with a Participation FCI Commitment and the FCI Issuing Lenders no later than five Business Days after the date when Extension Acceptance Notices are due, and effective on the date of such notice by the Foreign Trade Facility Agent to the Administrative Agent prior to any anniversary of the Closing Date. If a Bank agrees, in its individual and sole discretion (and with the approval of the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned), to extend its Commitment Parent Borrower (such Bank, an the “Extending BankExtension Date”), it will notify the Administrative Agent, in writing, of its decision Foreign Trade Maturity Date shall be automatically and immediately so extended to do so no later than 15 days after the applicable Notice Date (such Extended Foreign Trade Maturity Date. No extension decision, a “Commitment Extension”). The Administrative Agent will notify the Borrower, in writing, of the Banks’ decisions promptly upon receipt thereof and in any event not later than one (1) Business Day after receipt thereof. The Extending Banks’ Commitments will be extended for an additional year from permitted hereunder without the then current Maturity Date so long as (i) consent of all the Commitments of Lenders with a Participation FCI Commitment and all the Extending Banks FCI Issuing Lenders (after giving effect to the replacement of any assumption by any Extending Banks non-extending Lender or non-extending FCI Issuing Lender pursuant to paragraph (iii) or (iv) below, as applicable) unless, at the election of the Parent Borrower, in writing to the Administrative Agent and the Foreign Trade Facility Agent, the Parent Borrower removes from the Foreign Trade Facility each Lender with a Participation FCI Commitment and each FCI Issuing Lender that has not so consented to the Extended Foreign Trade Maturity Date, in which case the Participation FCI Commitments, Bilateral FCI Issuing Commitments and Participation FCI Issuing Commitments of Declining Banks each such removed Lender and removed FCI Issuing Lender, as described belowapplicable, will be automatically terminated as of the then applicable Foreign Trade Maturity Date (not giving effect to the proposed extension), together with and the aggregate Participation FCI Commitments, Bilateral FCI Issuing Commitments and Participation FCI Issuing Commitments hereunder shall be reduced as of the then applicable Foreign Trade Maturity Date (not giving effect to the proposed extension) by the amounts of the Participation FCI Commitments, Bilateral FCI Issuing Commitments and Participation FCI Issuing Commitments of each such removed Lender and removed FCI Issuing Lender, as applicable; provided, that, (x) after giving effect to any New Banks that replace any Declining Banks, represent more than 50% such removal by the Parent Borrower and resulting termination of the Total Participation FCI Commitment, Bilateral FCI Issuing Commitment or Participation FCI Issuing Commitment of any such removed Lender or removed FCI Issuing Lender, (A) the total FCI Issuing Lender Exposures with respect to Participation FCIs of all the Participation FCI Issuing Lenders (including those non-extending Participation FCI Issuing Lenders that have not, at the election of the Parent Borrower in its sole discretion, received a Counter-Guarantee to support the outstanding Participation FCIs issued by such non-extending Participation FCI Issuing Lender) does not exceed the total Participation FCI Commitments then of all the extending Lenders with Participation FCI Commitments, (B) each outstanding Bilateral FCI and outstanding Participation FCI issued by an FCI Issuing Lender removed in effectaccordance with this Section shall continue to be considered an issued Bilateral FCI or Participation FCI (as applicable) hereunder and part of the FCI Issuing Lender Exposure hereunder unless the Parent Borrower elects in its sole discretion to have a Counter-Guarantee issued hereunder in favor of such removed FCI Issuing Lender to support such Bilateral FCIs and Participation FCIs, in which case such Bilateral FCIs and Participation FCIs shall no longer be considered to be Bilateral FCIs or Participation FCIs issued pursuant to this Agreement except that for purposes of Section 2.6(p)(iii), (iv) and (iiv) and Section 2.6(h) such Bilateral FCIs and Participation FCIs shall continue to be considered as issued pursuant to this Agreement and the Borrowers’ obligations under such Sections with respect to fees, costs, expenses, reimbursement and indemnification obligations shall continue to apply with respect to such Bilateral FCIs and Participation FCIs and (C) the Borrowers, the Administrative Agent and the Foreign Trade Facility Agent shall have entered into such agreements, if any, as any of them shall have reasonably requested to reflect such extension of the Foreign Trade Facility with reduced Participation FCI Commitments, Bilateral FCI Issuing Commitments and Participation FCI Issuing Commitments, as the case may be, reflecting the removal of such Lenders with Participation FCI Commitments and FCI Issuing Lenders, as the case may be (and any participations purchased under this Agreement shall be automatically appropriately adjusted in amount to reflect such changed Commitments) and (y) any such removed Lender or removed FCI Issuing Lender, as applicable, shall have received payment of all amounts owing to such removed Lender or removed FCI Issuing Lender with respect to its Participation FCI Commitment, Bilateral FCI Issuing Commitment and/or Participation FCI Issuing Commitment, as applicable, including the repayment of an amount equal to the outstanding funded participations of all FCI Disbursements made by such removed Lender or funded FCI Disbursements made by such removed FCI Issuing Lender, as applicable, any accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents in connection with such Commitment. Upon the delivery of an Extension Notice and upon the extension of the Foreign Trade Maturity Date pursuant to this Section 2.6(b)(i), the Parent Borrower shall be deemed to have represented and warranted on and as of the date Notice Date and the Extension Date, as the case may be, that no Default or Event of Default has occurred and is continuing. Notwithstanding anything contained in this Agreement to the contrary, no Lender with a Participation FCI Commitment or FCI Issuing Lender shall have any request by the Borrower obligation to extend the CommitmentsForeign Trade Maturity Date, the applicable conditions set forth in Section 5.3 shall be satisfied. No and each Lender with a Participation FCI Commitment Extension shall result in the then-existing Maturity Date being more than five (5) years from the effective date of such Commitment Extension. No Bank shall be required to consent to any such extension request or be required to increase its Commitment. The Maturity Date with respect to any Bank that declines or does not respond to the Borrower’s request for an extension of the Commitments (a “Declining Bank”) shall remain the then-existing Maturity Date (without regard to any extension of the Commitments of other Banks); provided that the Borrower shall continue to have the right to replace any such Declining Bank and each FCI Issuing Lender may (with respect to all or any portion of its respective Participation FCI Commitment, Bilateral FCI Issuing Commitment and/or Participation FCI Issuing Commitment) following at its option, unconditionally and without cause, decline to extend the effectiveness of any such extension. Foreign Trade Maturity Date. (ii) If the Foreign Trade Maturity Date shall have been extended in accordance with Section 2.6(b)(i), all references herein to the “Foreign Trade Maturity Date” shall refer to the Extended Foreign Trade Maturity Date. (iii) The Parent Borrower will shall have the right on or before the applicable Foreign Trade Maturity Date to accept Commitments from any Eligible Assignee that is not replace each non-extending Lender with a Bank in an aggregate amount up Participation FCI Commitment with one or more Persons (A) reasonably satisfactory to the aggregate amount Parent Borrower, the Administrative Agent and the Foreign Trade Facility Agent and (B) satisfactory to the Participation FCI Issuing Lenders in their sole discretion (such replacing Persons, the “Additional Participation FCI Lenders”), as provided in Section 2.21(b), each of which such Additional Participation FCI Lenders shall have entered into an Assignment and Assumption pursuant to which such Additional Participation FCI Lender shall, effective as of the Commitments applicable Foreign Trade Maturity Date, undertake a Participation FCI Commitment (and if any such Additional Participation FCI Lender is already a Lender, its new Commitment shall be in addition to any other Commitment of any Declining Banks; provided that any Eligible Assignee proposed such Lender on such date). (iv) The Parent Borrower shall have the right on or before the applicable Foreign Trade Maturity Date to be substituted for a Declining Bank (unless such Eligible Assignee is an affiliate of a Bank) must be approved by replace each non-extending FCI Issuing Lender with one or more Persons reasonably satisfactory to the Parent Borrower, the Administrative AgentAgent and the Foreign Trade Facility Agent (such replacing Persons, the Swingline Lender “Additional FCI Issuing Lenders”), as provided in Section 2.21(b), each of which such Additional FCI Issuing Lenders shall have entered into an Assignment and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned. The Borrower may only extend the Maturity Date twice during the term of this Agreement Assumption pursuant to this Section 2.7which such Additional FCI Issuing Lender shall, effective as of the applicable Foreign Trade Maturity Date, undertake a Bilateral FCI Issuing Commitment and/or Participation FCI Issuing Commitment (and if any such Additional FCI Issuing Lender is already an FCI Issuing Lender, its new Commitment shall be in addition to any other Commitment of such FCI Issuing Lender on such date).

Extension Option. The Borrower may request that the Total Commitments be extended renewed for up to two additional one year periods by providing not less than 30 days’ written notice of such request (the date of such notice, a an “Notice DateExtension Notice”) to the Administrative Agent prior to any anniversary of the Closing Dateno more frequently than once in a calendar year. If a Bank Lender agrees, in its individual and sole discretion (and with the approval of the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned)discretion, to extend its Commitment (such Bank, an “Extending BankLender”), it will notify the Administrative Agent, in writing, of its decision to do so no later than 15 days after the applicable Notice Date (such extension decision, a “Commitment Extension”)deadline specified by the Extension Notice. The Administrative Agent will notify the Borrower, in writing, of the BanksLenders’ decisions promptly upon receipt thereof and in any event not later than one (1) Business Day after receipt thereoffollowing such deadline. The Extending BanksLenders’ Commitments will be extended renewed for an additional one year from the then current Maturity existing Termination Date so long and such extended Termination Date shall become the Termination Date (except as otherwise provided in this Section 2.18 as to Declining Lenders), provided, that (i) the Commitments of the Extending Banks (after giving effect to any assumption by any Extending Banks of Commitments of Declining Banks as described below), together with the Commitments of any New Banks that replace any Declining Banks, represent more than 50% of the Total Commitments then in effectis extended or otherwise committed to by Extending Lenders and any new Lenders, and (ii) on the date of any request all representations and warranties made by the Borrower in or pursuant to extend the CommitmentsLoan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date and (iii) no Default or Event of Default exists, except (A) any representations and warranties which are explicitly stated as having been made as of a specific date, which representations and warranties shall be true and correct in all material respects on and as of such date and (B) the applicable conditions representations and warranties set forth in Section 5.3 Sections 4.2 and 4.7 shall be satisfied. No Commitment Extension shall result in the then-existing Maturity Date being more than five (5) years from the effective date of such Commitment Extension. No Bank shall not be required to consent to any such extension request or be required to increase its Commitmentrestated. The Maturity Date with respect to any Bank Any Lender that declines or does not respond to the Borrower’s request for an extension of the Commitments commitment renewal (a “Declining BankLender”) shall remain will have its Commitment terminated on the then-earlier of (i) the then existing Maturity Termination Date (without regard to any extension of renewals by other Lenders) (the Commitments of “Existing Termination Date”) and (ii) the date such Declining Lender is replaced in accordance with Section 2.17, and at such time the Borrower shall repay all Loans, participations in LC Disbursements, participating interests in Swingline Loans and Swingline Participation Amounts and other Banks)amounts owing to such Declining Lender; provided that the Borrower shall continue to have the right to replace if any such Declining Bank (Lender or any Lender holding a Commitment with respect to a Non-Extended Termination Date assigns all or any portion of its CommitmentCommitment prior to its termination pursuant Section 9.6(c) following and the effectiveness Assignee of such Commitment agrees to extend the Termination Date of such assigned Commitment until the latest applicable Termination Date of other then-existing Commitments that have been extended pursuant to this Section 2.18, then the Termination Date of such assigned Commitment shall automatically be extended to the latest applicable Termination Date upon such assignment without the consent of the Administrative Agent or any such extensionother Lender. The Borrower will have the right to accept Commitments commitments from any Eligible Assignee that is third party financial institutions subject to the consent of the Administrative Agent and the Issuing Lenders (such consent of the Administrative Agent or the Issuing Lenders not a Bank to be unreasonably withheld) in an aggregate amount up to the aggregate amount of the Commitments of any Declining Banks; provided that any Eligible Assignee proposed to be substituted for a Declining Bank (unless such Eligible Assignee is an affiliate of a Bank) must be approved by the Administrative Agent, the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditionedLenders. The Borrower may only extend the Maturity Termination Date no more than twice during following the term of this Agreement Closing Date pursuant to this Section 2.72.18.

Extension Option. The Borrower may request that At any time on or after the Commitments be extended for up to two additional one year periods by providing not less than 30 days’ written notice (the date of such notice, a “Notice Date”) to the Administrative Agent prior to any second anniversary of the Closing Date until the date which is ninety (90) days prior to the Initial Payment Date. If a Bank agrees, in its individual and sole discretion the Borrower may request, by at least sixty (and with 60) days written notice to the approval Facility Agent, that the Lenders extend the Initial Payment Date by an additional 24 months from the fifth anniversary of the Swingline Lender and Closing Date to the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned), to extend its Commitment (such Bank, an “Extending Bank”), it will notify seventh anniversary of the Administrative Agent, in writing, of its decision to do so no later than 15 days after the applicable Notice Closing Date (such extension decision, a the “Commitment ExtensionExtension Option”). The Administrative Lenders who agree to extend their Commitment (the “Extending Lenders”) shall do so at their Closing Date Commitment level. Once a Lender agrees to extend its Commitment, the request of the Borrower is irrevocable. If less than all of the Lenders agree to extend their Commitments, the Facility Agent will shall notify the BorrowerExtending Lenders and each Extending Lender shall inform the Facility Agent within 30 days of such notice of the amount, in writingif any, of the Banks’ decisions promptly upon receipt thereof and in any event not later than one (1) Business Day after receipt thereof. The Non-Extending BanksLenders’ Commitments will it is willing to accept and assume on the Initial Payment Date and shall enter into an Assignment and Assumption Agreement with such Non-Extending Lender(s) with respect to such Commitment or portion thereof, which shall be extended for an additional year from effective on the then current Maturity Date so long as (i) the Commitments of the Extending Banks (Initial Payment Date. If, after giving effect to any assumption by any Extending Banks of Commitments of Declining Banks as the assignments described below), together with the Commitments of any New Banks that replace any Declining Banks, represent more than 50% above all of the Total Lenders’ Commitments then in effecthave not been extended and or assumed, the Borrower may arrange for one or more Extending Lenders or other assignees eligible to become Lenders to the Facility to accept and (ii) assume the unassigned amounts of the commitments of the Non-Extending Lenders or reduce the Facility on the date of any request by the Borrower to extend the Commitments, the applicable conditions set forth in Section 5.3 shall be satisfied. No Commitment Extension shall result in the then-existing Maturity Initial Payment Date being more than five (5) years from the effective date of such Commitment Extension. No Bank shall be required to consent to any such extension request or be required to increase its Commitment. The Maturity Date with respect to any Bank that declines or does not respond to the Borrower’s request for an extension of the Commitments (a “Declining Bank”) shall remain the then-existing Maturity Date (without regard to any extension of the Commitments of other Banks); provided that the Borrower shall continue to have the right to replace any such Declining Bank (with respect to all or any portion of its Commitment) following the effectiveness of any such extension. The Borrower will have the right to accept Commitments from any Eligible Assignee that is not a Bank in an aggregate amount up to the aggregate amount of the Commitments commitments of any Declining Banks; provided the Extending Lenders (the “Revised Facility Amount”). For the avoidance of doubt the parties hereto agree that any Eligible Assignee proposed to be substituted for a Declining Bank (unless such Eligible Assignee is an affiliate the Commitment of a Bank) must Non-Extending Lender shall not terminate until the Initial Payment Date. Amounts outstanding on the Initial Payment Date in excess of the Revised Facility Amount shall be approved by repaid on the Administrative Agent, the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned. The Borrower may only extend the Maturity Date twice during the term of this Agreement pursuant to this Section 2.7Initial Payment Date.

Extension Option. The Borrower may request that the Commitments be extended for up to two additional one year periods by providing not less than 30 65 days’ ' written notice (the date of such notice, a “Notice Date”) to the Administrative Agent prior to any anniversary of the Closing Date (each, a "Noticed Anniversary Date"). If a Bank Lender agrees, in its individual and sole discretion (and with the approval of the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned)discretion, to extend its Commitment (such BankLender, an “"Extending Bank”Lender"), it will notify the Administrative Agent, in writing, of its decision to do so no later than 15 20 days after prior to the applicable Notice Date (such extension decision, a “Commitment Extension”)Noticed Anniversary Date. The Administrative Agent will notify the Borrower, in writing, of the Banks’ Lenders' decisions promptly upon receipt thereof and in any event not no later than one (1) Business Day after receipt thereof15 days prior to such Noticed Anniversary Date. The Extending Banks’ Lenders' Commitments will be extended for an additional year from the then current Maturity Termination Date so long as (the "Extended Termination Date") or the Extended Termination Date (the "Second Extended Termination Date"); provided that (i) the Commitments of the Extending Banks (after giving effect to any assumption by any Extending Banks of Commitments of Declining Banks as described below), together with the Commitments of any New Banks that replace any Declining Banks, represent more than 50% of the Total Commitments then in effect, is extended or otherwise committed to by Extending Lenders and any new Lenders and (ii) on the date of any request by the Borrower to extend the Commitments, the applicable conditions set forth in Section 5.3 5.2 shall be satisfied. No Commitment Extension shall result in the then-existing Maturity Date being more than five (5) years from the effective date of such Commitment Extension. No Bank Lender shall be required to consent to any such extension request or be required to increase its Commitment. The Maturity Date with respect to and any Bank Lender that declines or does not respond to the Borrower’s 's request for an extension of the Commitments commitment renewal (a “"Declining Bank”Lender") shall remain will have its Commitment terminated on the then-then existing Maturity Termination Date (without regard to any extension of the Commitments of renewals by other BanksLenders); provided that the Borrower shall continue to have the right to replace any such Declining Bank (with respect to all or any portion of its Commitment) following the effectiveness of any such extension. The Borrower will have the right to accept Commitments commitments from any Eligible Assignee that is not a Bank Assignees in an aggregate amount up equal to the aggregate amount of the Commitments of any Declining BanksLenders; provided that the Extending Lenders will have the right to increase their Commitments up to the amount of the Declining Lenders' Commitments before the Borrower will be permitted to substitute any Eligible Assignee proposed to be substituted Assignees for a the Declining Bank (unless such Eligible Assignee is an affiliate of a Bank) must be approved by the Administrative Agent, the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditionedLenders. The Borrower may only extend the Maturity Termination Date twice during the term of this Agreement pursuant to this Section 2.72.6.

Extension Option. The Borrower may request that the Total Commitments be extended renewed for up to two additional one year periods by providing not less than 30 days’ written notice (the date of such notice, a “Notice Date”) request to the Administrative Agent no earlier than 45 days but no later than 30 days prior to January 12, 2008 or any anniversary of the Closing thereof (each, a “Noticed Anniversary Date”). If a Bank Lender agrees, in its individual and sole discretion (and with the approval of the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned)discretion, to extend renew its Commitment (such Bank, an “Extending BankLender”), it will notify the Administrative Agent, in writing, of its decision to do so no earlier than 30 days prior to the applicable Noticed Anniversary Date (but in any event no later than 15 20 days after the applicable Notice Date (prior to such extension decision, a “Commitment Extension”Noticed Anniversary Date). The Administrative Agent will notify the Borrower, in writing, of the BanksLenders’ decisions promptly upon receipt thereof and in any event not no later than one (1) Business Day after receipt thereof15 days prior to such Noticed Anniversary Date. The Extending BanksLenders’ Commitments will be extended renewed for an additional year from the then current Maturity Date so long as existing Termination Date, provided that (i) the Commitments of the Extending Banks (after giving effect to any assumption by any Extending Banks of Commitments of Declining Banks as described below), together with the Commitments of any New Banks that replace any Declining Banks, represent more than 50% of the Total Commitments then in effect, is extended or otherwise committed to by Extending Lenders and any new Lenders and (ii) on the date of any request all representations and warranties made by the Borrower in or pursuant to extend the CommitmentsLoan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date, except (A) any representations and warranties which are explicitly stated as having been made as of a specific date, which representations and warranties shall be true and correct in all material respects on and as of such date and (B) the applicable conditions representations and warranties set forth in Section 5.3 Sections 4.2 and 4.7 shall be satisfied. No Commitment Extension shall result in the then-existing Maturity Date being more than five (5) years from the effective date of such Commitment Extension. No Bank shall not be required to consent to any such extension request or be required to increase its Commitmentrestated. The Maturity Date with respect to any Bank Any Lender that declines or does not respond to the Borrower’s request for an extension of the Commitments commitment renewal (a “Declining BankLender”) shall remain will have its Commitment terminated on the then-earlier of (i) the then existing Maturity Termination Date (without regard to any extension of renewals by other Lenders) (the Commitments of other Banks); provided that “Existing Termination Date”) and (ii) the Borrower shall continue to have the right to replace any date such Declining Bank (Lender is replaced in accordance with respect to all or any portion of its Commitment) following the effectiveness of any such extensionSection 2.17. The Borrower will have the right to accept Commitments commitments from any Eligible Assignee that is not a Bank third party financial institutions acceptable to the Administrative Agent in an aggregate amount up equal to the aggregate amount of the Commitments of any Declining Banks; Lenders, provided that the Extending Lenders will have the right to increase their Commitments up to the amount of the Declining Lenders’ Commitments before the Borrower will be permitted to substitute any Eligible Assignee proposed to be substituted other financial institutions for a the Declining Bank (unless such Eligible Assignee is an affiliate of a Bank) must be approved by the Administrative Agent, the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditionedLenders. The Borrower may only so extend the Maturity Termination Date twice during the term of this Agreement pursuant to this Section 2.7twice.

Extension Option. The Borrower may request that the Total Commitments be extended renewed for up to two additional one year periods by providing not less than 30 days’ written notice (the date of such notice, a “Notice Date”) request to the Administrative Agent no earlier than a number of days specified by the Administrative Agent from time to time prior to any the then next occurring anniversary of the Closing Date (each, a “Noticed Anniversary Date”). If a Bank Lender agrees, in its individual and sole discretion (and with the approval of the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned)discretion, to extend its Commitment (such Bank, an “Extending BankLender”), it will notify the Administrative Agent, in writing, of its decision to do so no later than 15 a number of days after prior to the applicable Notice Noticed Anniversary Date specified by the Administrative Agent from time to time (but in any event not later than 20 days prior to such extension decision, a “Commitment Extension”Noticed Anniversary Date). The Administrative Agent will notify the Borrower, in writing, of the BanksLenders’ decisions promptly upon receipt thereof and in any event not no later than one (1) Business Day after receipt thereof5 days prior to such Noticed Anniversary Date. The Extending BanksLenders’ Commitments will be extended renewed for an additional one year from the then current Maturity existing Termination Date so long and such extended Termination Date shall become the Termination Date (except as otherwise provided in this Section 2.18 as to Declining Lenders), provided that (i) the Commitments of the Extending Banks (after giving effect to any assumption by any Extending Banks of Commitments of Declining Banks as described below), together with the Commitments of any New Banks that replace any Declining Banks, represent more than 50% of the Total Commitments then in effect, is extended or otherwise committed to by Extending Lenders and any new Lenders and (ii) on the date of any request all representations and warranties made by the Borrower in or pursuant to extend the CommitmentsLoan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date, except (A) any representations and warranties which are explicitly stated as having been made as of a specific date, which representations and warranties shall be true and correct in all material respects on and as of such date and (B) the applicable conditions representations and warranties set forth in Section 5.3 Sections 4.2 and 4.7 shall be satisfied. No Commitment Extension shall result in the then-existing Maturity Date being more than five (5) years from the effective date of such Commitment Extension. No Bank shall not be required to consent to any such extension request or be required to increase its Commitmentrestated. The Maturity Date with respect to any Bank Any Lender that declines or does not respond to the Borrower’s request for an extension of the Commitments commitment renewal (a “Declining BankLender”) shall remain will have its Commitment terminated on the then-earlier of (i) the then existing Maturity Termination Date (without regard to any extension of renewals by other Lenders) (the Commitments of other Banks); provided that “Existing Termination Date”) and (ii) the date such Declining Lender is replaced in accordance with Section 2.17, and at such time the Borrower shall continue repay all Loans, participations in LC Disbursements, participating interests in Swingline Loans and Swingline Participation Amounts and other amounts owing to have the right to replace any such Declining Bank (with respect to all or any portion of its Commitment) following the effectiveness of any such extensionLender. The Borrower will have the right to accept Commitments commitments from any Eligible Assignee that is not a Bank third party financial institutions acceptable to the Administrative Agent in an aggregate amount up to the aggregate amount of the Commitments of any Declining Banks; Lenders, provided that the Extending Lenders will have the right to increase their Commitments up to the amount of the Declining Lenders’ Commitments before the Borrower will be permitted to substitute any Eligible Assignee proposed to be substituted other financial institutions for a the Declining Bank (unless such Eligible Assignee is an affiliate of a Bank) must be approved by the Administrative Agent, the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditionedLenders. The Borrower may only so extend the Maturity Termination Date twice during five times. The Termination Date may not be extended beyond February 23, 2017. Pursuant to the term First Amendment, the Termination Date for $2,402,000,000.00 of this Agreement pursuant the Commitments was extended to this Section 2.7February 25, 2013; such Extending Lenders and their Commitments are set forth on Schedule 2.18.

Extension Option. The Borrower (a) So long as at the time no Default shall exist, the Commitment Termination Date may request be extended in the manner set forth in this Section 2.18 for a period of one year from the Commitment Termination Date then in effect; provided that the Commitments Commitment Termination Date may only be so extended for up once per year. If the Company wishes to two additional one year periods by providing not less than 30 days’ request an extension of the Commitment Termination Date, the Company shall give written notice (the date of such notice, a “Notice Date”) to that effect to the Administrative Agent not less than 45 days nor more than 90 days prior to any each anniversary of the Closing DateDate that occurs prior to the Commitment Termination Date then in effect, whereupon the Administrative Agent shall promptly notify each of the Lenders of such request. If a Bank agreesEach Lender will use its best efforts to respond to such request, whether affirmatively or negatively, as it may elect in its individual and sole discretion (and with the approval discretion, within 30 days of the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned), to extend its Commitment (such Bank, an “Extending Bank”), it will notify notice from the Administrative Agent. If any Lender shall not have responded affirmatively within such 30-day period, in writing, of its decision such Lender shall be deemed to do so no later than 15 days after have rejected the applicable Notice Date (Company’s proposal to extend such extension decision, a “Lender’s Commitment Extension”). The Administrative Agent will notify the Borrower, in writing, of the Banks’ decisions promptly upon receipt thereof and in any event not later than one (1) Business Day after receipt thereof. The Extending Banks’ Commitments will be extended for an additional year from the then current Maturity Date so long as (i) only the Commitments of those Lenders which have responded affirmatively shall be extended, subject to receipt by the Extending Banks Administrative Agent of counterparts of an Extension Agreement in substantially the form of Exhibit L hereto (after giving effect to any assumption the “Extension Agreement”) duly completed and signed by any Extending Banks the Company, the Administrative Agent and all of Commitments the Lenders that have responded affirmatively. No extension of Declining Banks as described below), together with the Commitments of pursuant to this Section 2.18 shall be legally binding on any New Banks that replace any Declining Banks, represent party hereto unless and until such Extension Agreement is so executed and delivered by Lenders having more than 50% of the Total Commitments aggregate amount of the Commitments. (b) If any Lender rejects, or is deemed to have rejected, the Company’s proposal to extend such Lender’s Commitment, (A) subject to (B) below, this Agreement shall terminate on the Commitment Termination Date then in effecteffect with respect to such Lender, and the Company shall pay to such Lender on such Commitment Termination Date any amounts due and payable to such Lender on such date and (iiB) on the Company may, if it so elects, require any Lender that does not elect to extend its Commitment to assign its Commitment in its entirety to one or more Eligible Assignees pursuant to Section 9.01(b) which Eligible Assignees will agree to the extension of the Commitment Termination Date. On the date of termination of any request Lender’s Commitment as contemplated by clause (A) of the Borrower to extend the Commitmentsfirst sentence of this subsection (b), the applicable conditions set forth respective participations of the other Lenders in Section 5.3 all outstanding Letters of Credit and Swing Line Loans shall be satisfied. No redetermined on the basis of their respective Commitments after giving effect to such termination and, if applicable, any assignment pursuant to clause (B) of the first sentence of this subsection (b), and the participation therein of the Lender whose Commitment Extension is terminated shall result terminate; provided that the Company shall, if and to the extent necessary to permit such redetermination of participations in Letters of Credit and Swing Line Loans within the then-existing Maturity Date being more than five (5) years from limits of the effective Commitments which are not terminated, prepay on such date a portion of the outstanding Loans, and such Commitment Extension. No Bank redetermination and termination of participations in outstanding Letters of Credit shall be required to consent to any such extension request or be required to increase conditioned upon its Commitment. having done so. (c) The Maturity Date with respect to any Bank that declines or does not respond to Administrative Agent shall promptly notify the Borrower’s request for an Lenders of the effectiveness of each extension of the Commitments (a “Declining Bank”) shall remain the then-existing Maturity Date (without regard to any extension of the Commitments of other Banks); provided that the Borrower shall continue to have the right to replace any such Declining Bank (with respect to all or any portion of its Commitment) following the effectiveness of any such extension. The Borrower will have the right to accept Commitments from any Eligible Assignee that is not a Bank in an aggregate amount up to the aggregate amount of the Commitments of any Declining Banks; provided that any Eligible Assignee proposed to be substituted for a Declining Bank (unless such Eligible Assignee is an affiliate of a Bank) must be approved by the Administrative Agent, the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned. The Borrower may only extend the Maturity Date twice during the term of this Agreement pursuant to this Section 2.72.18.

Extension Option. The (a) Borrower may request that shall have the Commitments be extended for up option (each, an “Extension Option”), to two additional one year periods by providing not less than 30 days’ extend the Maturity Date of the Note from the Original Maturity Date to the Payment Date in July, 2009 (the “First Extended Maturity Date”), and from the First Extended Maturity Date to the Payment Date in July, 2010 (the “Final Maturity Date”), upon satisfaction of each of the following conditions (the “Extension Conditions”): (i) Borrower shall have given written notice (the date of such noticeeach, a an “Notice DateExtension Notice”) to the Administrative Agent Lender not less than sixty (60) days prior to any anniversary the Original Maturity Date or the First Extended Maturity Date, as applicable, of its election to exercise the first or the second Extension Option, as the case may be; (ii) no Default or Event of Default shall have occurred and be continuing on the Original Maturity Date or the First Extended Maturity Date, as applicable; (iii) Borrower shall have paid to Lender on the First Extended Maturity Date a fee in connection with an extension to the Final Maturity Date equal to the product of 0.125% and the Principal Indebtedness as of the Closing First Extended Maturity Date (taking into account any principal payments made on the First Extended Maturity Date. If a Bank agrees, in its individual and sole discretion (and with the approval of the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned), to extend its Commitment ) (such Bankfee, an “Extending BankExtension Fee”) (i.e., no Extension Fee shall be due and payable on the Original Maturity Date in connection with an extension to the First Extended Maturity Date), it will notify ; (iv) Borrower shall have purchased an interest rate cap for the Administrative Agent, in writing, of its decision to do so no later than 15 days after the applicable Notice Date (such extension decision, a “Commitment Extension”). The Administrative Agent will notify the Borrower, in writing, term of the Banks’ decisions promptly upon receipt thereof extension (or renewed the existing interest rate cap for such period) in each case from or with a Qualified Interest Rate Cap Provider, with a notional amount equal to the outstanding Principal Indebtedness and a strike rate equal to 5.50% and pursuant to documentation acceptable to the Lender and delivered to the Lender a fully executed Collateral Assignment of Hedge; and (v) Borrower shall be in any event not later than one (1) Business Day after receipt thereof. The Extending Banks’ Commitments will be extended for an additional year from the then current Maturity Date so long as (i) the Commitments of the Extending Banks (after giving effect to any assumption by any Extending Banks of Commitments of Declining Banks as described below), together compliance with the Commitments of any New Banks that replace any Declining Banks, represent more than 50% of Loan to Value Test. (b) In the Total Commitments then in effect, and (ii) on event Borrower has timely given the date of any request by Extension Notice for the Borrower first or second Extension Option to extend the CommitmentsLender, the applicable conditions set forth in Section 5.3 shall be satisfied. No Commitment Extension shall result in the then-existing Maturity Date being more than five (5) years from the effective date of such Commitment Extension. No Bank Lender shall be required to consent notify Borrower by not later than the penultimate Payment Date prior to any such extension request or be required to increase its Commitment. The the Original Maturity Date or the First Extended Maturity Date, as applicable, of Borrower’s compliance or non-compliance with respect the Loan to Value Test. Borrower may make a voluntary prepayment of the Loan on the Original Maturity Date or the First Extended Maturity Date, as applicable, in order to be in compliance with the Loan to Value Test on such date (including from equity capital contributions from its principals). If Lender notifies Borrower that the Loan to Value Test has not been satisfied, and Borrower believes that Lender’s determination of the value of the Property in connection with such calculation is incorrect, then Borrower may cause Mortgage Borrower to initiate the appraisal process set forth in the First Mortgage Loan Agreement. If such appraisal process is initiated, then the determination of the value of such Property for purposes of the Loan to Value Test pursuant to such process shall be conclusive and binding on Lender and Borrower. (c) Borrower may revoke any Bank that declines Extension Notice by written notice (or does not respond telephonic notice promptly confirmed in writing) to the Borrower’s request for an extension of Lender on or prior to the Commitments tenth (a “Declining Bank”10th) shall remain Business Day prior to the then-existing Original Maturity Date (without regard to any extension of or the Commitments of other Banks)First Extended Maturity Date, as applicable; provided provided, however, that the Borrower shall continue to have pay the right to replace any such Declining Bank (reasonable out-of-pocket costs incurred by the Lender in connection with respect to all or any portion of its Commitment) following the effectiveness giving of any such extensionExtension Notice and its revocation. The Borrower will have the right to accept Commitments from any Eligible Assignee that is not a Bank in an aggregate amount up to the aggregate amount of the Commitments of any Declining Banks; provided that any Eligible Assignee proposed to be substituted for a Declining Bank (unless such Eligible Assignee is an affiliate of a Bank) must be approved by the Administrative Agent, the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned. The Borrower may only extend the Maturity Date twice during If the term of this Agreement the Loan is extended pursuant to the provisions of this Section 2.72.13, then all the other terms and conditions of the Loan Documents shall remain in full force and effect and unmodified.

Extension Option. The Borrower may request that the Total Commitments be extended renewed for up to two additional one year periods by providing not less than 30 days’ written notice of such request (the date of such notice, a an “Notice DateExtension Notice”) to the Administrative Agent prior to any anniversary of the Closing Dateno more frequently than once in a calendar year. If a Bank Lender agrees, in its individual and sole discretion (and with the approval of the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned)discretion, to extend its Commitment (such Bank, an “Extending BankLender”), it will notify the Administrative Agent, in writing, of its decision to do so no later than 15 days after the applicable Notice Date (such extension decision, a “Commitment Extension”)deadline specified by the Extension Notice. The Administrative Agent will notify the Borrower, in writing, of the BanksLenders’ decisions promptly upon receipt thereof and in any event not later than one (1) Business Day after receipt thereoffollowing such deadline. The Extending BanksLenders’ Commitments will be extended renewed for an additional one year from the then current Maturity existing Termination Date so long and such extended Termination Date shall become the Termination Date (except as otherwise provided in this Section 2.18 as to Declining Lenders), provided, that (i) the Commitments of the Extending Banks (after giving effect to any assumption by any Extending Banks of Commitments of Declining Banks as described below), together with the Commitments of any New Banks that replace any Declining Banks, represent more than 50% of the Total Commitments then in effectis extended or otherwise committed to by Extending Lenders and any new Lenders, and (ii) on the date of any request all representations and warranties made by the Borrower in or pursuant to extend the CommitmentsLoan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date and (iii) no Default or Event of Default exists, except (A) any representations and warranties which are explicitly stated as having been made as of a specific date, which representations and warranties shall be true and correct in all material respects on and as of such date and (B) the applicable conditions representations and warranties set forth in Section 5.3 Sections 4.2, 4.7 and 4.11 shall be satisfied. No Commitment Extension shall result in the then-existing Maturity Date being more than five (5) years from the effective date of such Commitment Extension. No Bank shall not be required to consent to any such extension request or be required to increase its Commitmentrestated. The Maturity Date with respect to any Bank Any Lender that declines or does not respond to the Borrower’s request for an extension of the Commitments commitment renewal (a “Declining BankLender”) shall remain will have its Commitment terminated on the then-earlier of (i) the then existing Maturity Termination Date (without regard to any extension of renewals by other Lenders) (the Commitments of “Existing Termination Date”) and (ii) the date such Declining Lender is replaced in accordance with Section 2.17, and at such time the Borrower shall repay all Loans, participations in LC Disbursements and other Banks)amounts owing to such Declining Lender; provided that the Borrower shall continue to have the right to replace if any such Declining Bank (Lender or any Lender holding a Commitment with respect to a Non-Extended Termination Date assigns all or any portion of its CommitmentCommitment prior to its termination pursuant Section 9.6(c) following and the effectiveness Assignee of such Commitment agrees to extend the Termination Date of such assigned Commitment until the latest applicable Termination Date of other then-existing Commitments that have been extended pursuant to this Section 2.18, then the Termination Date of such assigned Commitment shall automatically be extended to the latest applicable Termination Date upon such assignment without the consent of the Administrative Agent or any such extensionother Lender. The Borrower will have the right to accept Commitments commitments from any Eligible Assignee that is third party financial institutions subject to the consent of the Administrative Agent and the Issuing Lenders (such consent of the Administrative Agent or the Issuing Lenders not a Bank to be unreasonably withheld) in an aggregate amount up to the aggregate amount of the Commitments of any Declining Banks; provided that any Eligible Assignee proposed to be substituted for a Declining Bank (unless such Eligible Assignee is an affiliate of a Bank) must be approved by the Administrative Agent, the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditionedLenders. The Borrower may only extend the Maturity Termination Date no more than twice during following the term of this Agreement Effective Date pursuant to this Section 2.72.18.

Extension Option. The Borrower (a) So long as at the time no Default or Event of Default shall exist, the Revolving Commitment Termination Date and/or the Maturity Date with respect to the Revolving Commitments and Term Loans hereunder, as applicable, may request be extended in the manner set forth in this Section 2.24 for a period of one year from the applicable Revolving Commitment Termination Date or Maturity Date then in effect (an “Extension”); provided that the Commitments Revolving Commitment Termination Date or Maturity Date, as applicable, may only be so extended once per year for up each Class. If the Borrower wishes to two additional one year periods by providing not less than 30 days’ request an Extension, the Borrower shall give written notice (the date of such notice, a “Notice Date”) to that effect to the Administrative Agent not less than 45 days nor more than 90 days prior to any each anniversary of the Closing Date that occurs prior to the Revolving Commitment Termination Date or Maturity Date, as applicable, then in effect, whereupon the Administrative Agent shall promptly notify each of the Lenders of the applicable Class of such request. If a Bank agreesEach applicable Lender will use its best efforts to respond to such request, whether affirmatively or negatively, as it may elect in its individual and sole discretion (and with the approval discretion, within 30 days of the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned), to extend its Commitment (such Bank, an “Extending Bank”), it will notify notice from the Administrative Agent. If any Lender shall not have responded affirmatively within such 30-day period, in writingsuch Lender shall be deemed to have rejected the Borrower’s proposal to extend such Lender’s Revolving Commitment or Term Loans, as applicable, and only the Revolving Commitments and the Term Loans, as applicable, of its decision those Lenders which have responded affirmatively shall be extended, subject to do so no later than 15 days after receipt by the applicable Notice Date (such extension decision, a “Commitment Extension”). The Administrative Agent will notify of counterparts of an Extension Agreement in substantially the form of Exhibit I hereto (the “Extension Agreement”) duly completed and signed by the Borrower, in writing, the Administrative Agent and all of the Banks’ decisions promptly upon receipt thereof and in any event not later than one (1) Business Day after receipt thereofLenders that have responded affirmatively. The Extending Banks’ Commitments will be extended for an additional year from the then current Maturity Date so long as (i) the Commitments of the Extending Banks (after giving effect to any assumption by any Extending Banks No extension of Commitments of Declining Banks as described below), together with the Commitments of or Term Loans pursuant to this Section 2.24 shall be legally binding on any New Banks that replace any Declining Banks, represent party hereto unless and until such Extension Agreement is so executed and delivered by Lenders having or holding more than 50% of the Total Commitments Voting Power Determinants in respect of the applicable Class. (b) If any Lender rejects, or is deemed to have rejected, the Borrower’s proposal to extend such Lender’s Revolving Commitment or Term Loans, as applicable, (A) subject to (B) below, this Agreement shall terminate on the Latest Maturity Date then in effecteffect with respect to such Lender, and the Borrower shall pay to such Lender on such Latest Maturity Date any amounts due and payable to such Lender on such date and (iiB) on the Borrower may, if it so elects, require any Lender that does not elect to extend its Revolving Commitment or Term Loans, as applicable, to assign its Revolving Commitment or Term Loans, as applicable, in its entirety to one or more Eligible Assignees pursuant to Section 10.06(d) which Eligible Assignees will agree to the extension of the Revolving Commitment Termination Date or Maturity Date, as applicable. On the date of termination of any request Lender’s Revolving Commitment as contemplated by clause (A) of the Borrower to extend first sentence of this subsection (b), the respective participations of the other Lenders in all outstanding Letters of Credit and Swing Line Loans shall be redetermined on the basis of their respective Revolving Commitments, the applicable conditions set forth in Section 5.3 shall be satisfied. No Commitment Extension shall result in the then-existing Maturity Date being more than five as applicable, after giving effect to such termination and, if applicable, any assignment pursuant to clause (5B) years from the effective date of such Commitment Extension. No Bank shall be required to consent to any such extension request or be required to increase its Commitment. The Maturity Date with respect to any Bank that declines or does not respond to the Borrower’s request for an extension of the Commitments first sentence of this subsection (a “Declining Bank”) shall remain b), and the then-existing Maturity Date (without regard to any extension participation therein of the Commitments of other Banks)Lender whose Revolving Commitment is terminated shall terminate; provided that the Borrower shall continue shall, if and to have the right extent necessary to replace any permit such Declining Bank (with respect to all or any redetermination of participations in Letters of Credit and Swing Line Loans within the limits of the Revolving Commitments which are not terminated, prepay on such date a portion of the outstanding Term Loans, and such redetermination and termination of participations in outstanding Letters of Credit shall be conditioned upon its Commitmenthaving done so. (c) following The Administrative Agent shall promptly notify the applicable Lenders of the effectiveness of any such extension. The Borrower will have the right to accept Commitments from any Eligible Assignee that is not a Bank in an aggregate amount up to the aggregate amount each extension of the Revolving Commitments of any Declining Banks; provided that any Eligible Assignee proposed to be substituted for a Declining Bank (unless such Eligible Assignee is an affiliate of a Bank) must be approved by the Administrative Agent, the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned. The Borrower may only extend the Maturity Date twice during the term of this Agreement Term Loans pursuant to this Section 2.72.24.

Extension Option. (a) Subject to the provisions of this Clause 2.5, the Borrower may request the exercise of the Extension Option by submitting an Extension Request to the Agent. The Borrower may request that submit no more than two Extension Requests. Any Extension Request is irrevocable and may not be withdrawn. (b) An Extension Request shall not be valid unless it is delivered to the Commitments be extended for up to two additional one year periods by providing Agent on a Business Day falling not more than 60 days and not less than 30 days’ written days prior to the Termination Date which then applies (the Existing Termination Date). The Agent shall promptly forward any Extension Request to the Lenders. (c) Upon receipt of an Extension Request, each Lender (acting in its sole discretion) shall have the right to decide whether to accept or decline it, and if it agrees to accept it, what conditions (if any) it may wish to impose on its provision. (d) If a Lender axxxxx to accept the Extension Request then it must notify the Agent of its acceptance (such notice being a Notice of Extension) by no later than the date falling 20 days prior to the Existing Termination Date. Upon receipt of such Notice of Extension, the Agent shall promptly forward the same to the Borrower. If a Lender does not give such Notice of Extension by such date, that Lender shall be deemed to have refused that extension. Nothing shall oblige a Lender to agree to an Extension Request. (e) If a Lender has agreed to the request made in the Extension Request then, subject to paragraph (g) below, the Termination Date applicable to that Lender shall be extended to the date falling 365 days after the Existing Termination Date. (f) If a Lender has declined the request made in the Extension Request, the Borrower shall repay that Lender's xxxxxcipation in the Loans made to the Borrower on the Existing Termination Date. (g) Any agreement of a Lender under this Clause 2.5 to extend the Termination Date in respect of its Commitments is subject to the further conditions precedent that on the date of such notice, a “Notice Date”) to the Administrative Agent prior to any anniversary of the Closing Date. If a Bank agrees, in its individual and sole discretion (and with the approval of the Swingline Lender Extension Request and the Issuing Banks, such approval, date upon which it is proposed that the Termination Date is extended in each case, not to be unreasonably withheld, delayed or conditioned), to extend its Commitment accordance with paragraph (such Bank, an “Extending Bank”), it will notify the Administrative Agent, in writing, of its decision to do so no later than 15 days after the applicable Notice Date (such extension decision, a “Commitment Extension”). The Administrative Agent will notify the Borrower, in writing, of the Banks’ decisions promptly upon receipt thereof and in any event not later than one (1e) Business Day after receipt thereof. The Extending Banks’ Commitments will be extended for an additional year from the then current Maturity Date so long as above: (i) the Commitments of the Extending Banks (after giving effect to any assumption by any Extending Banks of Commitments of Declining Banks as described below), together with the Commitments of any New Banks that replace any Declining Banks, represent more than 50% of the Total Commitments then Repeating Representations are true in effect, and all material respects; and (ii) on the date of any request by the Borrower no Default is continuing or would be reasonably likely to extend the Commitments, the applicable conditions set forth in Section 5.3 shall be satisfied. No Commitment Extension shall result in the then-existing Maturity Date being more than five (5) years from the effective date of such Commitment Extension. No Bank shall be required to consent to any such extension request proposed extension. (h) On or be required to increase its Commitment. The Maturity Date with respect to any Bank that declines or does not respond to the Borrower’s request for an extension of the Commitments (a “Declining Bank”) shall remain the then-existing Maturity Date (without regard to before any extension of the Commitments of other Banks); provided that Termination Date, the Borrower shall continue pay to have the right to replace any such Declining Bank (with respect to all or any portion of its Commitment) following the effectiveness of any such extension. The Borrower will have the right to accept Commitments from any Eligible Assignee that is not a Bank Agent an extension fee in an aggregate amount up to be agreed at the time that the Extension Request is delivered (such fee to be determined as a percentage of Commitments and distributed by the Agent to the aggregate amount of the Lenders who have agreed to extend their Commitments of any Declining Banks; provided that any Eligible Assignee proposed to be substituted for (on a Declining Bank (unless such Eligible Assignee is an affiliate of a Bank) must be approved by the Administrative Agent, the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditionedpro rata basis)). The Borrower may only extend the Maturity Date twice during the term of this Agreement pursuant to this Section 2.7.APJ/076001.00588/98366820.7Page 26

Extension Option. (a) The Borrower Parent may, by giving notice to the Agent in writing (the “Extension Request”) not earlier than sixty (60) days and not later than thirty (30) days before the first anniversary of the Acquisition Completion Date, request an extension of the Initial Termination Date (the “Extension Option”) for a further period of 364 days (the “Extended Termination Date”) in respect of Facility A and (to the extent also requested) Facility B. For the avoidance of doubt, a Lender may request that the Commitments be extended for up to two additional one year periods by providing not less than 30 days’ written notice only extend its entire Facility A Commitment and (if applicable) its entire Facility B Commitment existing at the date of such notice, the Extension Request. (b) The Agent must forward a “Notice Date”copy of the Extension Request to each of the Lenders then participating in each applicable Facility as soon as reasonably practicable after receipt thereof. (c) Each applicable Lender shall notify the Agent of its decision (which shall be in its sole discretion) whether or not to agree to the Administrative Agent prior to any Extension Request not later than ten (10) days before the first anniversary of the Closing Acquisition Completion Date (and, if any applicable Lender has not notified the Agent of its acceptance of the Extension Request on or before such date, it shall be deemed to have refused the Extension Request) and the Agent shall notify the Parent whether or not each applicable Lender has agreed to the Extension Request as soon as reasonably practicable. (d) The Commitment of each Lender then participating in each applicable Facility that expressly agrees to an extension of the Initial Termination Date to the Extended Termination Date as requested in the Extension Request (each an “Accepting Lender”) will automatically be extended without the need for any further action by the Agent or those Lenders to the Extended Termination Date. . (e) The Parent shall pay to the Agent, for the account of each Accepting Lender, an extension fee in an amount to be agreed between the Accepting Lenders and the Parent on the Initial Termination Date or such other date agreed between the Accepting Lenders and the Parent. (f) If a Bank agrees, in its individual and sole discretion (and with the approval of the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned), to extend its Commitment (such Bank, an “Extending Bank”), it will notify the Administrative Agent, in writing, of its decision to do so no later than 15 days after the applicable Notice Date (such extension decision, a “Commitment Extension”). The Administrative Agent will notify the Borrower, in writing, of the Banks’ decisions promptly upon receipt thereof and in any event not later than one (1) Business Day after receipt thereof. The Extending Banks’ Commitments will be extended for an additional year from the then current Maturity Date so long as Lender: (i) the Commitments does not agree to an extension of the Extending Banks (after giving effect Initial Termination Date pursuant to any assumption by any Extending Banks of Commitments of Declining Banks as described below), together with the Commitments of any New Banks that replace any Declining Banks, represent more than 50% of the Total Commitments then in effect, and Extension Option; or (ii) on the date of any request by the Borrower to extend the Commitments, the applicable conditions set forth in Section 5.3 shall be satisfied. No Commitment Extension shall result in the then-existing Maturity Date being more than five (5) years from the effective date of such Commitment Extension. No Bank shall be required to consent to any such extension request or be required to increase its Commitment. The Maturity Date with respect to any Bank that declines or does not respond to the Borrower’s request for an extension Extension Request on or before the date falling five days before the first anniversary of the Commitments Acquisition Completion Date (in each case, a “Declining BankNon-Accepting Lender”), the Borrower shall ensure that: (A) all amounts (if any) in respect of such Non-Accepting Lender's Commitment under each Facility which are outstanding under the Finance Documents on the Initial Termination Date applicable to it are paid or repaid in full on such Initial Termination Date, together with accrued interest and all other amounts outstanding in relation to such participation. and (B) its Commitment under each Facility shall be reduced to zero and cancelled on the Initial Termination Date. (g) If there are any Accepting Lenders, the Parent and the Agent (acting on the instructions of the Accepting Lenders) shall remain agree a repayment profile for amounts outstanding under Facility A following the then-existing Maturity Initial Termination Date (without regard prior to any extension of Facility A Commitments under this Clause 2.2. (h) For the Commitments avoidance of other Banks); provided doubt, unless it is held by an Original Lender at that time, Tranche A2 may be extended on the Borrower shall continue to have the right to replace any such Declining Bank (with respect to all or any portion of its Commitment) following the effectiveness of any such extension. The Borrower will have the right to accept Commitments from any Eligible Assignee that is not a Bank in an aggregate amount up to the aggregate amount of the Commitments of any Declining Banks; provided that any Eligible Assignee proposed to be substituted for a Declining Bank (unless such Eligible Assignee is an affiliate of a Bank) must be approved by the Administrative Agent, the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned. The Borrower may only extend the Maturity Date twice during the term of same basis as Tranche A1 under this Agreement pursuant to this Section 2.7Clause 2.2.

Extension Option. The Borrower If Tenant (or any permitted transferee) is then occupying and conducting business in the premises, Landlord agrees that Tenant has one option to extend the term of this Lease for an additional five years at the greater of (i) $11.42 per square foot, which is the net rent rate for the last year of the initial term or (ii) the then-market net rent, as determined under this section 4.b. Tenant may request that exercise the Commitments be extended for up to two additional one year periods option only by providing not less than 30 days’ written notice (to Landlord at least nine months, but not more than twelve months, before the initial term is scheduled to end. Within 45 days after Landlord receives the extension notice, Landlord agrees to give Tenant written notice of its good-faith determination of the market net rent for the extension term, taking into account all relevant factors, including Tenant's credit, the length of the extension term, the condition of the premises, and the fact that Landlord is not providing any tenant improvements. Tenant may disagree with Landlord's determination of the market net rent by written notice to Landlord within 15 days after it receives Landlord's notice, in which case Landlord and Tenant agree to negotiate in good faith for 15 days in an attempt to agree on the market net rent. If Landlord and Tenant do not agree on the market net rent within the 15-day negotiation period, each party shall, within one business day after the expiration of said 15-day period, submit to the other such party's final determination of market net rent, and the market net rent will be determined by arbitration as follows: Landlord and Tenant shall agree upon and jointly appoint one neutral arbitrator who shall be by profession a real estate appraiser or broker who shall have been active over the 10-year period ending on the date of such notice, a “Notice Date”) appointment in the leasing of comparable commercial properties in the Minneapolis-St. Xxxx metropolitan area. Neither Landlord nor Tenant shall consult with such broker or appraiser as to his or her opinion as to the Administrative Agent market net rent prior to any anniversary of the Closing Dateappointment. If a Bank agreesparty does not submit a final determination of market net rent, the determination of the party that submitted a final determination shall be final and binding and no arbitration shall occur. Subject to the foregoing, the determination of the arbitrator shall be limited solely to the issue of whether Landlord's or Tenant's submitted proposal on net market rent (as exchanged between the parties as hereinabove provided) for the premises is the closest to the determination of the neutral arbitrator. The arbitrator may hold such hearings and require such briefs as the arbitrator, in its individual and his or her sole discretion (and discretion, determines is necessary. In addition, Landlord or Tenant may submit to the arbitrator with a copy to the approval of the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned), to extend its Commitment (such Bank, an “Extending Bank”), it will notify the Administrative Agent, in writing, of its decision to do so no later than 15 other party within 10 business days after the applicable Notice Date (appointment of the arbitrator any data and additional information concerning comparable transactions and market information and the other party may submit a reply in writing within 5 business days after receipt of such extension decision, a “Commitment Extension”)submittal. The Administrative Agent will arbitrator shall, within 45 days of his or her appointment, reach a decision as to whether Landlord's or Tenant's submitted market net rent is the closest to the market net rent, and shall notify the Borrower, in writing, Landlord and Tenant of such determination. The decision of the Banks’ decisions promptly arbitrator shall be binding upon receipt thereof Landlord and in any event not later than one (1) Business Day after receipt thereofTenant. If Landlord and Tenant fail to agree upon and appoint such arbitrator, then the appointment of the arbitrator shall be made by the presiding judge of the Hennepin County District Court. The Extending Banks’ Commitments cost of arbitration shall be paid by Landlord and Tenant equally, and each party shall bear its own legal and other professional costs and fees. The net rent during the extension period will then be extended for an additional year from the then current Maturity Date so long as (i) the Commitments greater of the Extending Banks (after giving effect market net rent the arbitrator selects or $11.42 per square foot. Subject to the determination of market net rent, all other terms of this Lease will continue to apply during the extension of the term, provided, however Landlord will have no obligation to construct any tenant improvements in the premises, to give Tenant any tenant improvement allowance, free rent, or other concession in connection with the extension of the term, or to pay any commission to any assumption by any Extending Banks of Commitments of Declining Banks as described below)broker who represents Tenant, together with the Commitments of any New Banks that replace any Declining Banks, represent more than 50% and Landlord and Tenant will sign and deliver a confirmation of the Total Commitments then in effect, extension of this Lease and (ii) on the date amount of any request by the Borrower to extend net rent due during each year of the Commitments, extension term. Tenant and Landlord agree that time is of the applicable conditions set forth in Section 5.3 shall be satisfied. No Commitment Extension shall result in the then-existing Maturity Date being more than five (5) years from the effective date of such Commitment Extension. No Bank shall be required to consent to any such extension request or be required to increase its Commitment. The Maturity Date essence with respect to any Bank that declines or does not respond to the Borrower’s request for an extension of the Commitments (a “Declining Bank”) shall remain the then-existing Maturity Date (without regard to any extension of the Commitments of other Banks); provided that the Borrower shall continue to have the right to replace any such Declining Bank (with respect to all or any portion of its Commitment) following the effectiveness of any such extension. The Borrower will have the right to accept Commitments from any Eligible Assignee that is not a Bank in an aggregate amount up to the aggregate amount of the Commitments of any Declining Banks; provided that any Eligible Assignee proposed to be substituted for a Declining Bank (unless such Eligible Assignee is an affiliate of a Bank) must be approved by the Administrative Agent, the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned. The Borrower may only extend the Maturity Date twice during the term of exercising their rights under this Agreement pursuant to this Section 2.7section 4.b.

Extension Option. The Borrower Tenant may request that extend the Commitments be extended Term for up to two one additional one year periods period of five years, by providing not less than 30 days’ delivering written notice of the exercise thereof to Landlord not earlier than 15 months or later than 12 months before the expiration of the Term. The Basic Rent payable for each month during such extended Term (including periodic increases in same) shall be the prevailing rental rate (the date of such notice, a “Notice Date”) to the Administrative Agent prior to any anniversary of the Closing Date. If a Bank agrees, in its individual and sole discretion (and with the approval of the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned), to extend its Commitment (such Bank, an “Extending BankPrevailing Rental Rate”), it will notify at the Administrative Agentcommencement of such extended Term, for renewals of space in writingthe Plano/Legacy submarket of equivalent quality, size, utility and location, with the economic concessions landlords have accepted and granted in current transactions between non-affiliated parties from non-expansion and non-equity tenants of its decision comparable creditworthiness for a comparable use for a comparable period of time, the length of the extended Term, the credit standing of Tenant and the amount and frequency of increases in Basic Rent to do so no later than 15 be taken into account. Within 30 days after the applicable Notice Date (such extension decisionreceipt of Tenant’s notice to extend, a “Commitment Extension”). The Administrative Agent will notify the Borrower, in writing, Landlord shall deliver to Tenant written notice of the Banks’ decisions promptly upon receipt thereof Prevailing Rental Rate and in any event not later than one (1) Business Day shall advise Tenant of the required adjustment to Basic Rent, if any, and the other terms and conditions offered. Tenant shall, within ten days after receipt thereof. The Extending Banks’ Commitments will be extended for an additional year from the then current Maturity Date so long as (i) the Commitments of Landlord’s notice, notify Landlord in writing whether Tenant accepts or rejects Landlord’s determination of the Extending Banks (after giving effect to any assumption by any Extending Banks of Commitments of Declining Banks as described below), together with the Commitments of any New Banks Prevailing Rental Rate. If Tenant timely notifies Landlord that replace any Declining Banks, represent more than 50% Tenant accepts Landlord’s determination of the Total Commitments then in effectPrevailing Rental Rate, then, within 30 days following the determination of the Prevailing Rental Rate, Landlord and (ii) Tenant shall execute an amendment to this Lease extending the Term on the date of any request by the Borrower to extend the Commitmentssame terms and conditions provided in this Lease, the applicable conditions set forth in Section 5.3 shall be satisfied. No Commitment Extension shall result in the then-existing Maturity Date being more than five (5) years from the effective date of such Commitment Extension. No Bank shall be required to consent to any such extension request or be required to increase its Commitment. The Maturity Date with respect to any Bank that declines or does not respond to the Borrower’s request for an extension of the Commitments (a “Declining Bank”) shall remain the then-existing Maturity Date (without regard to any extension of the Commitments of other Banks); provided that the Borrower shall continue to have the right to replace any such Declining Bank (with respect to all or any portion of its Commitment) following the effectiveness of any such extension. The Borrower will have the right to accept Commitments from any Eligible Assignee that is not a Bank in an aggregate amount up to the aggregate amount of the Commitments of any Declining Banks; provided that any Eligible Assignee proposed to be substituted for a Declining Bank (unless such Eligible Assignee is an affiliate of a Bank) must be approved by the Administrative Agent, the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned. The Borrower may only extend the Maturity Date twice during the term of this Agreement pursuant to this Section 2.7.except as follows:

Extension Option. The Borrower may request that the Total Commitments be extended renewed for up to two additional one year periods by providing not less than 30 days’ written notice of such request (the date of such notice, a an “Notice DateExtension Notice”) to the Administrative Agent no more frequently than once in a calendar year; provided that the notice for the 2022 Extension shall not count towards the foregoing limitation; provided further that, following the 2022 Extension, no additional notice shall be permitted prior to any anniversary of the Closing DateJanuary 1, 2023. If a Bank Lender agrees, in its individual and sole discretion (and with the approval of the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned)discretion, to extend its Commitment (such Bank, an “Extending BankLender”), it will notify the Administrative Agent, in writing, of its decision to do so no later than 15 days after the applicable Notice Date (such extension decision, a “Commitment Extension”)deadline specified by the Extension Notice. The Administrative Agent will notify the Borrower, in writing, of the BanksLenders’ decisions promptly upon receipt thereof and in any event not later than one (1) Business Day after receipt thereoffollowing such deadline. The Extending BanksLenders’ Commitments will be extended renewed for an additional one year from the then current Maturity existing Termination Date so long and such extended Termination Date shall become the Termination Date (except as otherwise provided in this Section 2.18 as to Declining Lenders), provided, that (i) the Commitments of the Extending Banks (after giving effect to any assumption by any Extending Banks of Commitments of Declining Banks as described below), together with the Commitments of any New Banks that replace any Declining Banks, represent more than 50% of the Total Commitments then in effectis extended or otherwise committed to by Extending Lenders and any new Lenders, and (ii) on the date of any request all representations and warranties made by the Borrower in or pursuant to extend the CommitmentsLoan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date and (iii) no Default or Event of Default exists, except (A) any representations and warranties which are explicitly stated as having been made as of a specific date, which representations and warranties shall be true and correct in all material respects on and as of such date and (B) the applicable conditions representations and warranties set forth in Section 5.3 Sections 4.2, 4.7 and 4.11 shall be satisfied. No Commitment Extension shall result in the then-existing Maturity Date being more than five (5) years from the effective date of such Commitment Extension. No Bank shall not be required to consent to any such extension request or be required to increase its Commitmentrestated. The Maturity Date with respect to any Bank Any Lender that declines or does not respond to the Borrower’s request for an extension of the Commitments commitment renewal (a “Declining BankLender”) shall remain will have its Commitment terminated on the then-earlier of (i) the then existing Maturity Termination Date (without regard to any extension of renewals by other Lenders) (the Commitments of “Existing Termination Date”) and (ii) the date such Declining Lender is replaced in accordance with Section 2.17, and at such time the Borrower shall repay all Loans, participations in LC Disbursements and other Banks)amounts owing to such Declining Lender; provided that the Borrower shall continue to have the right to replace if any such Declining Bank (Lender or any Lender holding a Commitment with respect to a Non-Extended Termination Date assigns all or any portion of its CommitmentCommitment prior to its termination pursuant Section 9.6(c) following and the effectiveness Assignee of such Commitment agrees to extend the Termination Date of such assigned Commitment until the latest applicable Termination Date of other then-existing Commitments that have been extended pursuant to this Section 2.18, then the Termination Date of such assigned Commitment shall automatically be extended to the latest applicable Termination Date upon such assignment without the consent of the Administrative Agent or any such extensionother Lender. The Borrower will have the right to accept Commitments commitments from any Eligible Assignee that is third party financial institutions subject to the consent of the Administrative Agent and the Issuing Lenders (such consent of the Administrative Agent or the Issuing Lenders not a Bank to be unreasonably withheld) in an aggregate amount up to the aggregate amount of the Commitments of any Declining Banks; provided that any Eligible Assignee proposed to be substituted for a Declining Bank (unless such Eligible Assignee is an affiliate of a Bank) must be approved by the Administrative Agent, the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditionedLenders. The Borrower may only extend the Maturity Termination Date twice during the term of this Agreement pursuant to this Section 2.72.18 no more than twice following the SecondThird Amendment Effective Date (provided that one of such extensions is the 2022it being understood that the 2023 Extension shall deemed to occur prior to the Third Amendment Effective Date).

Extension Option. (a) The Borrower Termination Date may request that the Commitments be extended on one or more occasions in the manner set forth in this Section for up to two additional a period of one year periods by providing not less than 30 days’ from the Termination Date then in effect. If the Company wishes to request an extension of the Termination Date, the Company shall give written notice (the date of such notice, a “Notice Date”) to that effect to the Administrative Agent not less than 45 days nor more than 90 days prior to any each anniversary of the Closing Datedate hereof that occurs on or prior to the Termination Date then in effect, whereupon the Administrative Agent shall promptly notify each of the Banks of such request. Each Bank will use its best efforts to respond to such request, whether affirmatively or negatively, as it may elect in its sole and absolute discretion, within 20 days of such notice to the Administrative Agent. If a any Bank agrees, in its individual and sole discretion (and with the approval of the Swingline Lender and the Issuing Banksshall not have responded affirmatively within such 20-day period, such approval, in each case, not Bank shall be deemed to be unreasonably withheld, delayed or conditioned), have rejected the Company’s proposal to extend its Commitment (such Bankand only the Commitments of those Banks which have responded affirmatively shall be extended, an “Extending Bank”), it will notify subject to receipt by the Administrative Agent, in writing, Agent of its decision to do so no later than 15 days after the applicable Notice Date (such extension decision, a “Commitment Extension”). The Administrative Agent will notify the Borrower, in writing, of the Banks’ decisions promptly upon receipt thereof and in any event not later than one (1) Business Day after receipt thereof. The Extending Banks’ Commitments will be extended for an additional year from the then current Maturity Date so long as (i) counterparts of an extension agreement in a form reasonably satisfactory to it (the Commitments “Extension Agreement”) duly completed and signed by the Company, the Administrative Agent and all of the Extending Banks (after giving effect to any assumption by any Extending Banks of Commitments of Declining Banks as described below), together with the Commitments of any New Banks that replace any Declining Banks, represent more than 50% of the Total Commitments then in effect, which have responded affirmatively and (ii) a certificate of a duly authorized officer of the Company to the effect that, on the date and as of any request by the Borrower to extend the Commitments, the applicable conditions set forth in Section 5.3 shall be satisfied. No Commitment Extension shall result in the then-existing Maturity Date being more than five (5) years from the effective date of such Commitment Extensionextension and after giving effect thereto, the representations and warranties of the Borrowers set forth in this Agreement are true in all material respects and no Default has occurred and is continuing. No Bank shall be required to consent to any such extension request or be required to increase its Commitment. The Maturity Date with respect to any Bank that declines or does not respond to the Borrower’s request for an extension of the Commitments (a “Declining Bank”) pursuant to this Section 2.20 shall remain be legally binding on any party hereto unless and until such Extension Agreement is so executed and delivered by the then-existing Maturity Date (without regard to any extension Company and Banks having at least 66 2/3% of the Commitments of other Banks); provided that the Borrower shall continue to have the right to replace any such Declining Bank (with respect to all or any portion of its Commitment) following the effectiveness of any such extension. The Borrower will have the right to accept Commitments from any Eligible Assignee that is not a Bank in an aggregate amount up to the aggregate amount of the Commitments Commitments. (b) If any Bank rejects, or is deemed to have rejected, the Company’s request to extend its Commitment, this Agreement shall terminate on the Termination Date then in effect with respect to such Bank, and the Borrowers shall pay to such Bank on such Termination Date any amounts due and payable to such Bank on such date. On the date of termination of any Declining BanksBank’s Commitment as contemplated by this subsection (b), the respective participations of the other Banks in all outstanding Letters of Credit shall be redetermined on the basis of their respective Commitments after giving effect to such termination, and the participation therein of the Bank whose Commitment is terminated shall terminate; provided that any Eligible Assignee proposed the Borrowers shall, if and to the extent necessary to permit such redetermination of participations in Letters of Credit within the limits of the Commitments which are not terminated, prepay on such date a portion of the outstanding Loans, and such redetermination and termination of participations in outstanding Letters of Credit shall be substituted for a Declining Bank conditioned upon their having done so. (unless such Eligible Assignee is an affiliate c) The Administrative Agent shall promptly notify the Banks of a Bank) must be approved by the Administrative Agent, effectiveness of each extension of the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned. The Borrower may only extend the Maturity Date twice during the term of this Agreement Commitments pursuant to this Section 2.72.20. (c) Section 3.02(e) is amended by the addition of the phrase “in all material respects” immediately following the word “true.” (d) Section 4.04 of the Credit Agreement is amended by changing each reference to the date “December 31, 2005” to “December 31, 2006”. (e) The definition of “Interest Coverage Ratio” and the text of Section 5.09 of the Credit Agreement are deleted. (f) Section 8.06 of the Credit Agreement is amended by inserting the following new clause (iv) immediately following clause (iii): or (iv) any Bank has rejected, or is deemed to have rejected, the Company’s request to extend the Commitments pursuant to Section 2.20 and such request has been accepted by Banks having at least 66 2/3 % of the aggregate amount of the Commitments, (g) The Pricing Schedule attached to the Credit Agreement (the “Existing Pricing Schedule”) is deleted and replaced by the Pricing Schedule attached to this Amendment (the “New Pricing Schedule”). The New Pricing Schedule shall apply to interest and fees accruing under the Credit Agreement on and after the date hereof. The Existing Pricing Schedule shall continue to apply to interest and fees accruing under the Credit Agreement prior to the date hereof.

Extension Option. The Borrower may request shall have the right to extend the Maturity Date from August 11, 2002 to August 11, 2003 (the period commencing on the first (1st) day following the original Maturity Date and ending on August 11, 2003 being referred to herein as the "Extension Term"), provided that the Commitments be extended for up to two additional one year periods by providing following terms are complied with: (i) Borrower shall have given Lender its written notice of such extension (an "Extension Notice") not less than 30 days’ written notice thirty (the date of such notice, a “Notice Date”30) days prior to the Administrative Agent prior to any anniversary of the Closing original Maturity Date. If a Bank agrees, in its individual and sole discretion (and with the approval of the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned), to extend its Commitment (such Bank, an “Extending Bank”), it will notify the Administrative Agent, in writing, of its decision to do so no later than 15 days after the applicable Notice Date (such extension decision, a “Commitment Extension”). The Administrative Agent will notify the Borrower, in writing, of the Banks’ decisions promptly upon receipt thereof and in any event not later than one (1) Business Day after receipt thereof. The Extending Banks’ Commitments will be extended for an additional year from the then current Maturity Date so long as (i) the Commitments of the Extending Banks (after giving effect to any assumption by any Extending Banks of Commitments of Declining Banks as described below), together with the Commitments of any New Banks that replace any Declining Banks, represent more than 50% of the Total Commitments then in effect, and ; (ii) on the date of any request the commencement of the Extension Term (the "Extension Commencement Date"), the Interest Rate shall be increased by the Extension Option Margin as described in clause (iii) of the definition of the term "Interest Rate"; provided; however, Borrower shall prepay on the Extension Commencement Date the increased interest attributable to the Extension Option Margin that would accrue and be payable over the Extension Term based upon the Principal Indebtedness on the Extension Commencement Date and assuming that such Principal Indebtedness was applicable during the Extension Term; and (iii) no Default or Event of Default shall have occurred and be continuing at the time of the delivery of the Extension Notice with respect to the Extension Term or on the Extension Commencement Date. In the event the original Maturity Date is extended by the Extension Term in accordance with the terms hereof, thereafter, all references herein and in any of the other Loan Documents (except any such references in this Section 2.10) to the "Maturity Date" shall be deemed to refer to August 11, 2003. 1.12. Section 2.11(a)(ii) of the Original Loan Agreement is hereby amended to delete the third and fourth sentences thereof and replace such sentences with the following: Borrower shall cause the Operators for the Leased Facilities to deposit all lease payments under the relevant Operator Leases directly into the Collection Account and shall cause all relevant checks to be made payable to the name of the Collection Account. For the Facilities which are not Leased Facilities, Borrower shall cause the Manager to deposit all Rents, Moneys and other items of Gross Revenue into the Collection Account within two (2) Business Days of receipt thereof. 1.13. Section 2.11(b) of the Original Loan Agreement is hereby amended to delete the first sentence thereof and replace such sentence with the following: Prior to the occurrence of a Cash Management Event, Borrower shall pay from an account of Borrower to extend the CommitmentsLender or Lender's designee or to an account identified by Lender or Lender's designee on or prior to each Payment Date, the applicable conditions set forth Required Debt Service Payment for such Payment Date, the Basic Carrying Costs Monthly Installment for the Interest Accrual Period immediately preceding such Payment Date and the Capital Reserve Monthly Installment for the Interest Accrual Period immediately preceding such Payment Date. 1.14. The last paragraph of Section 2.11(g) of the Original Loan Agreement is hereby deleted in Section 5.3 shall be satisfied. No Commitment Extension shall result its entirety and replaced with the following: If an Event of Default has occurred and is continuing or if on any Payment Date the balance in any Sub-Account is insufficient to make the thenrequired payment due from such Sub-existing Maturity Date being more than five (5) years from the effective date of such Commitment Extension. No Bank shall be required to consent Account, Lender may, in its sole discretion, in addition to any other rights and remedies available hereunder, withdraw funds from any other Sub-Account to pay such extension request or be required to increase its Commitment. The Maturity Date deficiency; provided, however, with respect to any Bank that declines Leased Facility or does any Joint Venture Facility, for so long as the Subsidiary has not respond acquired an equity interest in the applicable Operator or the applicable Joint Venture, the funds in the Basic Carrying Costs Sub-Account and the Capital Expense Sub-Account allocable to a Leased Facility or any Joint Venture Facility shall not be used to pay any costs other than the Borrower’s request for an extension Basic Carrying Costs and the Capital Expenses of the Commitments (a “Declining Bank”) shall remain the then-existing Maturity Date (without regard related Leased Facility or Joint Venture Facility. If Lender elects to any extension of the Commitments of other Banks); provided that the Borrower shall continue to have the right to replace any such Declining Bank (with respect to all or any portion of its Commitment) following the effectiveness apply funds of any such extensionSub-Account to pay any Base Payment, Borrower shall, upon demand, repay to Lender the amount of such withdrawn funds to replenish such Sub-Account, and if Borrower shall fail to repay such amounts within three (3) Business Days after notice of such withdrawal, an Event of Default shall exist hereunder. The Borrower will have the right to accept Commitments from any Eligible Assignee that is not a Bank in an aggregate amount up Notwithstanding anything contained herein to the aggregate amount of contrary, on the Commitments of any Declining Banks; provided that any Eligible Assignee proposed to be substituted for a Declining Bank Closing Date Borrower shall deposit (unless such Eligible Assignee is an affiliate of a Banki) must be approved by the Administrative AgentInitial Basic Carrying Costs Amount into the Basic Carrying Costs Sub-Account, (ii) the Swingline Lender Initial Capital Reserve Amount into the Capital Reserve Sub-Account and (iii) the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned. The Borrower may only extend Initial Debt Service Reserve Amount into the Maturity Date twice during the term of this Agreement pursuant to this Section 2.7Debt Service Reserve Sub-Account.

Extension Option. The (a) Borrower may request that shall have the Commitments be extended option (each, an “Extension Option”), to extend the Maturity Date of the Floating Rate Note for up to two additional one year periods by providing not less than 30 days’ written notice (the date of such notice, a “Notice Date”2) to the Administrative Agent prior to any anniversary of the Closing Date. If a Bank agrees, in its individual and sole discretion (and with the approval of the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned), to extend its Commitment (such Bank, an “Extending Bank”), it will notify the Administrative Agent, in writing, of its decision to do so no later than 15 days after the applicable Notice Date (such extension decision, a “Commitment Extension”). The Administrative Agent will notify the Borrower, in writing, of the Banks’ decisions promptly upon receipt thereof and in any event not later than one (1) Business Day after receipt thereof. The Extending Banks’ Commitments will be extended for an additional year from the then current Maturity Date so long as terms: (i) the Commitments of first extension term from the Extending Banks Original Maturity Date to the Payment Date in August 2010 (after giving effect to any assumption by any Extending Banks of Commitments of Declining Banks as described belowthe “First Floating Rate Extended Maturity Date”), together with the Commitments of any New Banks that replace any Declining Banks, represent more than 50% of the Total Commitments then in effect, and (ii) the second extension term from the First Floating Rate Extended Maturity Date to the Payment Date in August 2011 (the “Final Floating Rate Maturity Date”), upon satisfaction of each of the following conditions (the “Extension Conditions”): (i) Borrower shall have given written notice (each, an “Extension Notice”) to Lender not less than sixty (60) days prior to the Original Maturity Date or the First Floating Rate Extended Maturity Date, as applicable, of its election to exercise the first or the second Extension Option, as the case may be; (ii) no Default or Event of Default shall have occurred and be continuing on the Original Maturity Date or the First Floating Rate Extended Maturity Date, as applicable or as of the date of any request by delivery of the Borrower to extend the Commitments, the applicable conditions set forth in Section 5.3 shall be satisfied. No Commitment Extension shall result in the then-existing Maturity Date being more than five (5) years from the effective date of such Commitment Extension. No Bank shall be required to consent to any such extension request or be required to increase its Commitment. The Maturity Date Notice with respect to any Bank that declines or does not respond to the Borrower’s request for an extension of the Commitments applicable Extension Option; and (a “Declining Bank”iii) shall remain the then-existing Maturity Date (without regard to any extension of the Commitments of other Banks); provided that the Borrower shall continue to have the right to replace any such Declining Bank (with respect to all or any portion of its Commitment) following the effectiveness of any such extension. The Borrower will have the right to accept Commitments from any Eligible Assignee that is not a Bank in purchased an aggregate amount up to the aggregate amount of the Commitments of any Declining Banks; provided that any Eligible Assignee proposed to be substituted interest rate cap for a Declining Bank (unless such Eligible Assignee is an affiliate of a Bank) must be approved by the Administrative Agent, the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned. The Borrower may only extend the Maturity Date twice during the term of this Agreement the extension (or renewed the existing interest rate cap for such period) in each case from or with a Qualified Interest Rate Cap Provider, with a notional amount equal to the outstanding Floating Rate Component of the Principal Indebtedness and a LIBOR strike rate less than or equal to 6.50% and pursuant to documentation acceptable to Lender in accordance with the Prudent Lender Standard and delivered to Lender a fully executed Collateral Assignment of Hedge. (b) Borrower may revoke any Extension Notice by written notice (or telephonic notice promptly confirmed in writing) to Lender on or prior to the tenth (10th) Business Day prior to the Original Maturity Date or the First Floating Rate Extended Maturity Date, as applicable; provided, however, that Borrower shall pay the reasonable out-of-pocket costs incurred by Lender and in connection with the giving of any Extension Notice and its revocation. If the term of the Loan is extended pursuant to the provisions of this Section 2.72.17, then all the other terms and conditions of the Loan Documents shall remain in full force and effect and unmodified.

Extension Option. The Borrower (a) So long as at the time no Default shall exist, the Commitment Termination Date may request be extended in the manner set forth in this Section 2.15 for a period of one year from the Commitment Termination Date then in effect; provided that the Commitments Commitment Termination Date may only be so extended for up once per year. If the Company wishes to two additional one year periods by providing not less than 30 days’ request an extension of the Commitment Termination Date, the Company shall give written notice (the date of such notice, a “Notice Date”) to that effect to the Administrative Agent not less six months prior to any anniversary the Commitment Termination Date then in effect, whereupon the Administrative Agent shall promptly notify each of the Closing DateLenders of such request. If a Bank agreesEach Lender will use its best efforts to respond to such request, whether affirmatively or negatively, as it may elect in its individual and sole discretion (and with the approval of the Swingline Lender discretion, on or prior to a deadline to be determined by Company and the Issuing Banks, such approval, in each case, Administrative Agent (not to be unreasonably withheld, delayed or conditioned), to extend its Commitment (less than fourteen days from the date such Bank, an “Extending Bank”), it will notify notice is provided by the Administrative Agent). If any Lender shall not have responded affirmatively on or prior to such deadline, such Lender shall be deemed to have rejected the Company’s proposal to extend such Xxxxxx’s Commitment and only the Commitments of those Lenders which have responded affirmatively shall be extended, subject to receipt by the Administrative Agent of counterparts of an Extension Agreement in writingsubstantially the form of Exhibit J hereto (the “Extension Agreement”) duly completed and signed by the Company, the Administrative Agent and all of its decision the Lenders that have responded affirmatively. No extension of the Commitments pursuant to do this Section 2.15 shall be legally binding on any party hereto unless and until such Extension Agreement is so no later than 15 days after executed and delivered by the applicable Notice Date Required Lenders (the effectiveness date of any such extension decisionExtension Agreement, a the “Commitment ExtensionExtension Agreement Effective Date”). The Administrative Agent will notify Notwithstanding anything to the Borrowercontrary, in writing, the remaining maturity of the Banks’ decisions promptly upon receipt thereof and in any event not later than one (1) Business Day after receipt thereof. The Extending Banks’ Commitments will be extended for an additional year from the then current Maturity Date so long as (i) the Commitments of the Extending Banks (Commitments, after giving effect to any assumption by extension pursuant to this Section 2.15, will in no event be extended beyond the date that is five years after the applicable Extension Agreement Effective Date. (b) If any Extending Banks of Commitments of Declining Banks as described Lender rejects, or is deemed to have rejected, the Company’s proposal to extend such Lender’s Commitment, (A) subject to (B) below), together with this Agreement shall terminate on the Commitments of any New Banks that replace any Declining Banks, represent more than 50% of the Total Commitments Commitment Termination Date then in effect, and (ii) on the date of any request by the Borrower to extend the Commitments, the applicable conditions set forth in Section 5.3 shall be satisfied. No Commitment Extension shall result in the then-existing Maturity Date being more than five (5) years from the effective date of such Commitment Extension. No Bank shall be required to consent to any such extension request or be required to increase its Commitment. The Maturity Date effect with respect to such Lender, and the Company shall pay to such Lender on such Commitment Termination Date any Bank amounts due and payable to such Lender on such date without regard to any pro rata prepayment requirements contained elsewhere in this Agreement and (B) the Company may, if it so elects, require any Lender that declines or does not respond elect to extend its Commitment to assign at par its Commitment in its entirety to one or more Eligible Assignees pursuant to Section 9.01(b) which Eligible Assignees will agree to the Borrower’s request for an extension of the Commitment Termination Date. (c) The Administrative Agent shall promptly notify the Lenders of the effectiveness of each extension of the Commitments (a “Declining Bank”) shall remain the then-existing Maturity Date (without regard to any extension of the Commitments of other Banks); provided that the Borrower shall continue to have the right to replace any such Declining Bank (with respect to all or any portion of its Commitment) following the effectiveness of any such extension. The Borrower will have the right to accept Commitments from any Eligible Assignee that is not a Bank in an aggregate amount up to the aggregate amount of the Commitments of any Declining Banks; provided that any Eligible Assignee proposed to be substituted for a Declining Bank (unless such Eligible Assignee is an affiliate of a Bank) must be approved by the Administrative Agent, the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned. The Borrower may only extend the Maturity Date twice during the term of this Agreement pursuant to this Section 2.72.15.

Extension Option. The Borrower may request that Lender extend (the Commitments “Extension Option”) the Stated Maturity Date, for Tranche A only, to March 28, 2024 (the “Tranche A Extended Stated Maturity Date”). Upon receipt of any such request to so extend the Stated Maturity Date for Tranche A, Lender will promptly confirm to Borrower in writing that the Stated Maturity Date will be so extended for up to two additional one year periods by providing upon the satisfaction each of the following conditions: (a) Borrower will give Lender its written notice requesting such extension (an “Extension Notice”) not less than 30 days’ written notice (the date of such notice, a “Notice Date”) to the Administrative Agent 60 days prior to any anniversary of original or then-current Stated Maturity Date, as applicable (i.e., the Closing Date. If a Bank agrees, in its individual and sole discretion (and with the approval of the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned), to extend its Commitment (such Bank, an “Extending Bank”), it will notify the Administrative Agent, in writing, of its decision to do so no later than 15 days after the applicable Notice Date (such extension decision, a “Commitment Extension”). The Administrative Agent will notify the Borrower, in writing, of the Banks’ decisions promptly upon receipt thereof and in any event not later than one (1) Business Day after receipt thereof. The Extending Banks’ Commitments will be extended for an additional year from the then then-current Maturity Date so long as (i) the Commitments of the Extending Banks (after without giving effect to any assumption by any Extending Banks the requested extension) (the “Current Maturity Date”); (b) No Event of Commitments of Declining Banks as described belowDefault exists at the time such request is made and on the then-current Stated Maturity Date (i.e., the then-current Stated Maturity Date without giving effect to the requested extension), together and no more than two Events of Default have occurred before the time that such request is made (including an Event of Default that is continuing at the time that the request is made); (c) Borrower delivers to Lender an Officer’s Certificate confirming the accuracy of the information contained in clause (b) above; and (d) Borrower delivers to Lender an extension fee in the amount of $126,100.00. ​ ​ ​ Additionally, Borrower may request that Lender extend the May 28, 2022 Stated Maturity Date for Tranche B for a period of thirty (30) days to June 28, 2022. Upon receipt of any such request to so extend the Stated Maturity Date for Tranche B, Lender will promptly confirm to Borrower in writing that the Stated Maturity Date for Tranche B only will be so extended upon the satisfaction each of the following conditions: (e) Borrower will give Lender its Extension Notice not less than 10 days prior to the original Stated Maturity Date for Tranche B, i.e., May 18, 2022; (f) No Event of Default exists at the time such request is made and on the then-current Stated Maturity Date (i.e., the then-current Stated Maturity Date without giving effect to the requested extension), and no more than two Events of Default have occurred before the time that such request is made (including an Event of Default that is continuing at the time that the request is made); (g) Borrower delivers to Lender an Officer’s Certificate confirming the accuracy of the information contained in clause (f) above; and (h) Borrower delivers to Lender an extension fee for Tranche B in the amount of $25,000.00. If Tranche B is not fully repaid by June 28, 2022, neither Borrower nor Contributor may thereafter prepay Tranche B except in the event Lender has exercised its rights under the Pledge and Security Agreement in accordance with the Commitments terms set forth in Section 2.1 above, and then in such event, only to the extent distributions are earned and paid to Lender pursuant to the Pledge and Security Agreement. In the event Tranche B is not repaid by June 28, 2022, Borrower and Lender agree that Tranche B shall be repaid at the conversion event as defined in the Contribution Agreement in the form of Common Limited Units in the SPE Owner’s Member. Borrower and Lender agree that the then-remaining balance shall be repaid in the amount of up to $2,161,250.00 in Common Limited Units, less the amount of any New Banks distributions theretofore made to Lender pursuant to the Pledge and Security Agreement. Borrower and Lender hereby agree that replace any Declining Banksthe Common Limited Unit payment is a fair and reasonable mechanism for the Tranche B repayment, represent more than 50% which accounts for uncertainty in the valuation of the Total Commitments then in effectprivate, and (ii) on the date of non-traded ownership rights. With respect to any request by the Borrower to extend the Commitments, the applicable conditions set forth in Section 5.3 shall be satisfied. No Commitment Extension shall result in the then-existing Stated Maturity Date being more than five (5) years from the effective date of such Commitment Extension. No Bank shall be required to consent to any such extension request or be required to increase its Commitment. The Maturity Date with respect to any Bank that declines or does not respond to the Borrower’s request for an extension of the Commitments (a “Declining Bank”) shall remain the then-existing Maturity Date (without regard to any extension of the Commitments of other Banks); provided that the Borrower shall continue to have the right to replace any such Declining Bank (with respect to all or any portion of its Commitment) following the effectiveness of any such extension. The Borrower will have the right to accept Commitments from any Eligible Assignee that is not a Bank in an aggregate amount up to the aggregate amount of the Commitments of any Declining Banks; provided that any Eligible Assignee proposed to be substituted for a Declining Bank (unless such Eligible Assignee is an affiliate of a Bank) must be approved by the Administrative Agent, the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned. The Borrower may only extend the Maturity Date twice during the term of this Agreement pursuant to this Section 2.72.6, if Borrower is unable to satisfy all of the foregoing conditions within the applicable time frames for each such condition, Lender will have no obligation to extend the Stated Maturity Date hereunder. As this Extension Option results in Lender receiving additional interest, and Borrower having additional time to repay the principal and paying additional interest, Borrower and Lender each acknowledge there is sufficient consideration for the Extension Option.

Extension Option. The Borrower may request that (a) Tenant shall have the Commitments be extended for up option, exercisable by giving written notice (each, a "Renewal Notice") to two additional one year periods by providing Landlord not less than 30 days’ nine (9) months nor more than fifteen (15) months prior to the expiration of the original Term of this Lease or the renewal term, to renew and extend this Lease for two (2) consecutive five-year renewal terms, on the same terms as this Lease except that the Base Rent shall be equal to the prevailing Market Rate (as defined below). Tenant's exercise of any renewal option shall become irrevocable, subject to the parties' agreement on the Market Rate for such renewal term, upon Landlord's receipt of the Renewal Notice. (b) Within ten (10) business days of Landlord's receipt of the Renewal Notice, Landlord shall deliver to Tenant its determination of the Market Rate; and if Tenant agrees with Landlord's determination, Tenant shall execute an Amendment and Supplement to Lease in form and substance satisfactory to Landlord and Tenant, confirming the extension of this Lease and setting forth the Base Rent payable during such Renewal Period along with such other terms and conditions as Landlord may reasonably require. If Tenant disagrees, Landlord and Tenant shall meet and confer at a mutually agreeable time and place within thirty (30) days after Landlord's receipt of Tenant's disagreement in order to reach an agreement concerning the Market Rate for the Premises for the applicable renewal term. If within sixty (60) days after receipt of the Renewal Notice, Landlord and Tenant are unable to agree on what Market Rate should be for the renewal term, the Market Rate for such renewal term shall be determined by the appraisal procedure described in subparagraph (c) below. (c) In the absence of an agreement between Landlord and Tenant on the Market Rate for any renewal term during the time period specified in subparagraph (b) above, within ninety (90) days after Landlord's receipt of the Renewal Notice, Landlord and Tenant shall have each appointed an appraiser to determine the Market Rate for such renewal term by giving written notice (the date of such notice, a “Notice Date”) to the Administrative Agent other party of the name, address and telephone number of their respective appraisers. Each appraiser must (i) be a commercial leasing broker for Class "B" office buildings in the Denver area business district, (ii) have at least ten years experience in commercial leasing brokerage in the Denver area, and (iii) not be affiliated with Landlord or Tenant. The appraisers shall make their determination as to the Market Rate for the renewal term within thirty (30) days after their appointment. If the Market Rate determinations of the two appraisers vary from each other by no more than 5%, the Market Rate for the renewal term shall be the average of the two determinations. If the Market Rate determinations of the two appraisers vary by more than 5%, the appraisers shall promptly select a third appraiser who meets the qualifications set forth above. Such third appraiser shall make its determination as to the Market Rate, and the Market Rate for the renewal term shall be the average of the two appraisals which are closest to each other. Landlord and Tenant shall share the cost of the third appraiser, but shall each bear their own costs in connection with the two appraisers they select. Landlord and Tenant agree to be bound by the Market Rate as determined in accordance with the appraisal procedure set forth herein. (d) The Market Rate for any renewal term determined by Landlord and Tenant pursuant to subparagraph (b) above or by the appraisers selected pursuant to subparagraph (c) above shall be based upon the following criteria: (i) There shall be taken into consideration the comparative rents of known lease agreements consummated within twelve (12) months prior to any anniversary of the Closing Date. If a Bank agrees, in its individual and sole discretion (and with the approval of the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned), to extend its Commitment (such Bank, an “Extending Bank”), it will notify the Administrative Agent, in writing, of its decision to do so no later than 15 days after the applicable Renewal Notice Date for similar space in Class "B" office buildings in the northern metropolitan Denver, Colorado area along the Interstate 25 and Interstate 36 corridors; and (such extension decisionii) In determining the Market Rate for the Premises for the applicable renewal term, a “Commitment Extension”). The Administrative Agent will notify there shall be taken into account the Borrowercomparative rents described in subparagraph (i) above, in writing, of the Banks’ decisions promptly upon receipt thereof and in any event not later than one provided that appropriate adjustments shall be made by taking into account (1) Business Day after receipt thereof. The Extending Banks’ Commitments will be extended for an additional year from the then current Maturity Date so long as differences in length of lease terms, (i2) the Commitments location of the Extending Banks Building, (after giving effect to any assumption by any Extending Banks of Commitments of Declining Banks as described below)3) the floor level at which the Premises is located, together with (4) the Commitments of any New Banks that replace any Declining Banksage, represent more than 50% quality and amenities of the Total Commitments then in effectBuilding, (5) tenant improvement allowances and free rent concessions given, and (ii6) current operating expenses and impositions for the Building. The option provided for herein shall be exercisable by Tenant and Tenant's permitted assignee only and may not be assigned or transferred by operation of law or otherwise except to a permitted assignee as part of the assignment of this Lease. Tenant may exercise said option on the date of condition that it is not in default under the Lease beyond any request by the Borrower to extend the Commitmentsapplicable cure periods, the applicable conditions set forth in Section 5.3 shall be satisfied. No Commitment Extension shall result in the then-existing Maturity Date being more than five (5) years from the effective date of such Commitment Extension. No Bank shall be required to consent to any such extension request and that Tenant has not subleased or be required to increase its Commitment. The Maturity Date with respect to any Bank that declines assigned all or does not respond to the Borrower’s request for an extension part of the Commitments (a “Declining Bank”) shall remain the then-existing Maturity Date (without regard to any extension of the Commitments of other Banks); provided that the Borrower shall continue to have the right to replace any such Declining Bank (with respect to all or any portion of its Commitment) following the effectiveness of any such extension. The Borrower will have the right to accept Commitments from any Eligible Assignee that is not a Bank in an aggregate amount up to the aggregate amount of the Commitments of any Declining Banks; provided that any Eligible Assignee proposed to be substituted for a Declining Bank (unless such Eligible Assignee is an affiliate of a Bank) must be approved by the Administrative Agent, the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned. The Borrower may only extend the Maturity Date twice during the term of this Agreement pursuant to this Section 2.7Premises.

Extension Option. The Borrower (a) At any time on and after the first anniversary of the Effective Date through the date that is 45 days prior to the Termination Date in effect on the date hereof, the Borrowers may request that an extension of the Commitments be extended Termination Date for up to two additional a period of one year periods from the Termination Date then in effect by providing written notice to that effect to the Administrative Agent not less than 30 days’ written notice days nor more than 90 days prior to the date on which such extension is to take effect (each such request, an “Extension Request”), whereupon the Administrative Agent shall promptly notify each of the Lenders of such Extension Request; provided that, (i) in no event shall more than two Extension Requests be made and (ii) any second Extension Request shall not be made earlier than at least 12 months after the date of the first Extension Request. Each Lender will use its best efforts to respond to any such noticerequest, a “Notice Date”) whether affirmatively or negatively, as it may elect in its sole and absolute discretion, within 30 days of any such notice to the Administrative Agent prior to any anniversary of the Closing DateAgent. If a Bank agrees, in its individual and sole discretion (and with the approval of the Swingline any Lender and the Issuing Banksshall not have responded affirmatively within any such 30-day period, such approval, in each case, not Lender shall be deemed to be unreasonably withheld, delayed or conditioned), have rejected the Borrowers’ proposal to extend its Commitment and only the Commitments of those Lenders which have responded affirmatively shall be extended. (such Bank, an “Extending Bank”), it will notify the Administrative Agent, in writing, of its decision to do so no later than 15 days after the applicable Notice Date (such b) Any extension decision, a “Commitment Extension”). The Administrative Agent will notify the Borrower, in writing, of the Banks’ decisions promptly upon receipt thereof and in any event not later than one (1) Business Day after receipt thereof. The Extending Banks’ Commitments will pursuant to this Section 2.19 shall be extended for an additional year from subject to satisfaction of the then current Maturity Date so long as following conditions: (i) the Commitments of the Extending Banks (before and after giving effect to any assumption such extension, all representations and warranties contained in Article 4 shall be true; (ii) at the time of such extension, no Default shall have occurred and be continuing or would result from such extension; and (iii) receipt by any Extending Banks the Administrative Agent of Commitments counterparts of Declining Banks as described below)an Extension Agreement in substantially the form of Exhibit K hereto (the “Extension Agreement”) duly completed and signed by the Borrowers, together with the Commitments Administrative Agent and all of any New Banks that replace any Declining Banksthe Lenders which have responded affirmatively, represent which Lenders shall have more than 50% of the Total Commitments aggregate amount of the Commitments. (c) If any Lender rejects, or is deemed to have rejected, the Borrowers’ proposal to extend its Commitment, (A) such Lender’s Commitment (and, if such Lender is an Issuing Lender, its obligation to issue Letters of Credit) shall terminate on the Termination Date then in effecteffect with respect to such Lender, (B) the Borrowers shall pay to such Lender on such Termination Date any amounts due and payable to such Lender on such date and (C) the Borrowers may, if they so elect, designate one or more Eligible Assignees which at the time agree to (i) in the case of any such Person that is an existing Lender, increase its Commitment and (ii) on in the date case of any request by the Borrower other such Person, become a party to extend the Commitmentsthis Agreement with a Commitment of not less than $5,000,000, the applicable conditions set forth in Section 5.3 shall be satisfied. No Commitment Extension shall result in the then-existing Maturity Date being more than five (5) years from the effective date of such Commitment Extension. No Bank shall be required to consent to provided that any such extension request designation or be required to agreement may not increase its Commitment. The Maturity Date with respect to any Bank that declines or does not respond to the Borrower’s request for an extension of the Commitments (a “Declining Bank”) shall remain the then-existing Maturity Date (without regard to any extension of the Commitments of other Banks); provided that the Borrower shall continue to have the right to replace any such Declining Bank (with respect to all or any portion of its Commitment) following the effectiveness of any such extension. The Borrower will have the right to accept Commitments from any Eligible Assignee that is not a Bank in an aggregate amount up to the aggregate amount of the Commitments Commitments. Upon execution and delivery by the Borrowers and such Lender or Additional Lender of an instrument of assumption in form and amount satisfactory to the Administrative Agent and execution and delivery of the Extension Agreement pursuant to Section 2.19(a), such existing Lender shall have a Commitment as therein set forth or such other Person shall become a Lender with a Commitment as therein set forth and all the rights and obligations of a Lender with such a Commitment hereunder. On the date of termination of any Declining BanksXxxxxx’s Commitment as contemplated by this subsection (c), the respective participations of the other Lenders in all outstanding Letters of Credit shall be redetermined on the basis of their respective Commitments after giving effect to such termination, and the participation therein of the Lender whose Commitment is terminated shall terminate; provided that any Eligible Assignee proposed the Borrowers shall, if and to the extent necessary to permit such redetermination of participations in Letters of Credit within the limits of the Commitments which are not terminated, prepay on such date a portion of the outstanding Loans and/or secure cancellation of outstanding Letters of Credit or, to the extent that such redetermination cannot be substituted for a Declining Bank effected within the limits of the Commitments even after all outstanding Loans have been prepaid, Cash Collateralize the Letter of Credit Liabilities to the extent of the excess, and such redetermination and termination of participations in outstanding Letters of Credit shall be conditioned upon their having done so. (unless such Eligible Assignee is an affiliate d) The Administrative Agent shall promptly notify the Lenders of a Bank) must be approved by the Administrative Agent, effectiveness of each extension of the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned. The Borrower may only extend the Maturity Date twice during the term of this Agreement Commitments pursuant to this Section 2.72.19.

Extension Option. (1) The Borrower may request that by notice given to the Commitments be extended for up to two additional one year periods by providing Senior Agent, not less than 30 days’ written notice days prior to the Initial Availability Period End Date, irrevocably request an extension of the Availability Period End Date to 15 September 2021 (the date "Availability Period Extension Request"). (2) The Senior Agent shall notify the Senior Lenders promptly on receipt of such noticethe Availability Period Extension Request. (3) If the Senior Agent has received an Availability Period Extension Request from the Borrower in accordance with sub-paragraph (1) above, the Borrower shall, on the Initial Availability Period End Date, pay an irrevocable and non- refundable extension fee in the amount and in the manner set out in the Extension Fee Letter. (4) If: (a) the Senior Agent has received an Availability Period Extension Request from the Borrower in accordance with sub-paragraph (1) above; and (b) on the Initial Availability Period End Date: (i) the Borrower pays the extension fee in the amount and in the manner set out in the Extension Fee Letter; (ii) no Default is continuing; and (iii) no Trigger Event has occurred and is continuing, the Availability Period End Date shall be extended to 15 September 2021 (or, if not a “Notice Business Day, the next Business Day in that calendar month (if there is one) or the preceding Business Day (if there is not)) (the "Extended Availability Period End Date”"). (5) The Senior Agent shall promptly notify the Borrower and the Senior Lenders upon the Availability Period End Date being extended to the Administrative Agent Extended Availability Period End Date. (1) The Borrower may by notice given to the Senior Agent, not less than 30 days prior to any each anniversary of the Closing Date which is prior to the Initial Repayment Date. If a Bank agrees, in its individual and sole discretion (and with the approval irrevocably request an extension of the Swingline Lender and Repayment Date to 15 September 2023 (the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned"Repayment Date Extension Request"), to extend its Commitment . (such Bank, an “Extending Bank”), it will 2) The Senior Agent shall notify the Administrative Agent, in writing, of its decision to do so no later than 15 days after the applicable Notice Date (such extension decision, a “Commitment Extension”). The Administrative Agent will notify the Borrower, in writing, Senior Lenders promptly on receipt of the Banks’ decisions promptly upon receipt thereof and Repayment Date Extension Request. (3) If the Senior Agent has received a Repayment Date Extension Request from the Borrower in any event not later than one accordance with sub-paragraph (1) Business Day after receipt thereof. The Extending Banks’ Commitments will be extended for above, the Borrower shall, on the Initial Repayment Date, pay an additional year irrevocable and non-refundable extension fee in the amount and in the manner set out in the Extension Fee Letter. (4) If: (a) the Senior Agent has received a Repayment Date Extension Request from the then current Maturity Date so long as Borrower in accordance with sub-paragraph (1) above; and (b) on the Initial Repayment Date: (i) the Commitments of Borrower pays the Extending Banks (after giving effect to any assumption by any Extending Banks of Commitments of Declining Banks as described below), together with extension fee in the Commitments of any New Banks that replace any Declining Banks, represent more than 50% of amount and in the Total Commitments then manner set out in effect, and the Extension Fee Letter; (ii) on the date of any request by the Borrower to extend the Commitmentsno Default is continuing; and (iii) no Trigger Event has occurred and is continuing, the applicable conditions set forth in Section 5.3 Repayment Date shall be satisfied. No Commitment Extension shall result extended to 15 September 2023 (or, if not a Business Day, the next Business Day in that calendar month (if there is one) or the then-existing Maturity Date being more than five preceding Business Day (if there is not)) (the "Extended Repayment Date"). (5) years from The Senior Agent shall promptly notify the effective date of such Commitment Extension. No Bank shall be required to consent to any such extension request or be required to increase its Commitment. The Maturity Borrower and the Senior Lenders upon the Repayment Date with respect to any Bank that declines or does not respond being extended to the Borrower’s request for an extension of the Commitments (a “Declining Bank”) shall remain the then-existing Maturity Date (without regard to any extension of the Commitments of other Banks); provided that the Borrower shall continue to have the right to replace any such Declining Bank (with respect to all or any portion of its Commitment) following the effectiveness of any such extension. The Borrower will have the right to accept Commitments from any Eligible Assignee that is not a Bank in an aggregate amount up to the aggregate amount of the Commitments of any Declining Banks; provided that any Eligible Assignee proposed to be substituted for a Declining Bank (unless such Eligible Assignee is an affiliate of a Bank) must be approved by the Administrative Agent, the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned. The Borrower may only extend the Maturity Date twice during the term of this Agreement pursuant to this Section 2.7Extended Repayment Date.

Extension Option. (1) The Borrower may request that by notice given to the Commitments be extended for up to two additional one year periods by providing Senior Agent, not less than 30 days’ written notice days prior to the Initial Availability Period End Date, irrevocably request an extension of the Availability Period End Date to 15 September 2021 (the date "Availability Period Extension Request"). (2) The Senior Agent shall notify the Senior Lenders promptly on receipt of such noticethe Availability Period Extension Request. (3) If the Senior Agent has received an Availability Period Extension Request from the Borrower in accordance with subparagraph (1) above, the Borrower shall, on the Initial Availability Period End Date, pay an irrevocable and non-refundable extension fee in the amount and in the manner set out in the Extension Fee Letter. (4) If: (a) the Senior Agent has received an Availability Period Extension Request from the Borrower in accordance with sub-paragraph (1) above; and (b) on the Initial Availability Period End Date: (i) the Borrower pays the extension fee in the amount and in the manner set out in the Extension Fee Letter; (ii) no Default is continuing; and (iii) no Trigger Event has occurred and is continuing, the Availability Period End Date shall be extended to 15 September 2021 (or, if not a “Notice Business Day, the next Business Day in that calendar month (if there is one) or the preceding Business Day (if there is not)) (the "Extended Availability Period End Date”"). (5) The Senior Agent shall promptly notify the Borrower and the Senior Lenders upon the Availability Period End Date being extended to the Administrative Agent Extended Availability Period End Date. (1) The Borrower may by notice given to the Senior Agent, not less than 30 days prior to any each anniversary of the Closing Date which is prior to the Initial Repayment Date. If a Bank agrees, in its individual and sole discretion (and with the approval irrevocably request an extension of the Swingline Lender and Repayment Date to 15 September 2023 (the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned"Repayment Date Extension Request"), to extend its Commitment . (such Bank, an “Extending Bank”), it will 2) The Senior Agent shall notify the Administrative Agent, in writing, of its decision to do so no later than 15 days after the applicable Notice Date (such extension decision, a “Commitment Extension”). The Administrative Agent will notify the Borrower, in writing, Senior Lenders promptly on receipt of the Banks’ decisions promptly upon receipt thereof and Repayment Date Extension Request. (3) If the Senior Agent has received a Repayment Date Extension Request from the Borrower in any event not later than one accordance with subparagraph (1) Business Day after receipt thereof. The Extending Banks’ Commitments will be extended for above, the Borrower shall, on the Initial Repayment Date, pay an additional year irrevocable and non-refundable extension fee in the amount and in the manner set out in the Extension Fee Letter. (4) If: (a) the Senior Agent has received a Repayment Date Extension Request from the then current Maturity Date so long as Borrower in accordance with sub-paragraph (1) above; and (b) on the Initial Repayment Date: (i) the Commitments of Borrower pays the Extending Banks (after giving effect to any assumption by any Extending Banks of Commitments of Declining Banks as described below), together with extension fee in the Commitments of any New Banks that replace any Declining Banks, represent more than 50% of amount and in the Total Commitments then manner set out in effect, and the Extension Fee Letter; (ii) on the date of any request by the Borrower to extend the Commitmentsno Default is continuing; and (iii) no Trigger Event has occurred and is continuing, the applicable conditions set forth in Section 5.3 Repayment Date shall be satisfied. No Commitment Extension shall result extended to 15 September 2023 (or, if not a Business Day, the next Business Day in that calendar month (if there is one) or the then-existing Maturity Date being more than five preceding Business Day (if there is not)) (the "Extended Repayment Date"). (5) years from The Senior Agent shall promptly notify the effective date of such Commitment Extension. No Bank shall be required to consent to any such extension request or be required to increase its Commitment. The Maturity Borrower and the Senior Lenders upon the Repayment Date with respect to any Bank that declines or does not respond being extended to the Borrower’s request for an extension of the Commitments (a “Declining Bank”) shall remain the then-existing Maturity Date (without regard to any extension of the Commitments of other Banks); provided that the Borrower shall continue to have the right to replace any such Declining Bank (with respect to all or any portion of its Commitment) following the effectiveness of any such extension. The Borrower will have the right to accept Commitments from any Eligible Assignee that is not a Bank in an aggregate amount up to the aggregate amount of the Commitments of any Declining Banks; provided that any Eligible Assignee proposed to be substituted for a Declining Bank (unless such Eligible Assignee is an affiliate of a Bank) must be approved by the Administrative Agent, the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned. The Borrower may only extend the Maturity Date twice during the term of this Agreement pursuant to this Section 2.7Extended Repayment Date.

Extension Option. (a) The Borrower may request that the Commitments exercise of the Extension Option by submitting an Extension Request to the Facility Agent. (b) An Extension Request shall not be extended for up valid unless: (i) it is delivered to two additional one year periods by providing not the Facility Agent on a day falling no more than 60 days nor less than 30 days’ written notice days prior to the relevant Facility A Final Maturity Date; (ii) it specifies a date (the date of such notice, EXTENSION DATE) which is no more than a “Notice year less a day after the relevant Facility A Final Maturity Date”; and (iii) it does not (and would not) cause paragraph (c) to be contravened. (c) The Extension Option may be exercised no more than four times. (d) Upon receipt of a valid Extension Request, the Administrative Facility Agent prior to any anniversary of shall promptly notify each Lender which has a Facility A Commitment. Each such Lender shall have the Closing Date. If a Bank agreesright, in its individual and sole discretion (and with the approval of the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned)absolute discretion, to extend its Commitment (accept or decline any Extension Request. Each such Bank, an “Extending Bank”), it will Lender must notify the Administrative Facility Agent, in writing, of its decision to do so no later than close of business on the date falling 15 days after before the applicable Notice Date relevant Facility A Final Maturity Date, whether or not it accepts the Extension Request. (such extension decisione) If there are any Extending Lenders, a “Commitment Extension”). The Administrative Agent will notify the Borrower, in writing, of the Banks’ decisions promptly upon receipt thereof and in any event not later than one (1) Business Day after receipt thereof. The Extending Banks’ Commitments will be extended for an additional year from the then current Maturity Date so long as then: (i) on and from the Commitments of the Extending Banks relevant Facility A Final Maturity Date (after giving effect subject to any assumption by any Extending Banks further operation of Commitments of Declining Banks as described belowthis Clause), together with the Commitments of any New Banks that replace any Declining Banks, represent more than 50% of Facility A Final Maturity Date shall be extended to the Total Commitments then in effect, and Extension Date; and (ii) on the date relevant Facility A Final Maturity Date: (A) the Facility A Commitment of any request by each Non-extending Lender shall be cancelled automatically; and (B) the Borrower must pay to extend each Extending Lender an extension fee, calculated at the Commitments, the applicable conditions set forth in Section 5.3 shall be satisfied. No Commitment Extension shall result rate specified in the then-existing Maturity Date being more than five (5) years from the effective date of Extension Request or at such Commitment Extension. No Bank shall other rate as may be required to consent to any such extension request or be required to increase its Commitment. The Maturity Date with respect to any Bank that declines or does not respond to the Borrower’s request for an extension of the Commitments (a “Declining Bank”) shall remain the then-existing Maturity Date (without regard to any extension of the Commitments of other Banks); provided that agreed between the Borrower shall continue to have and all the right to replace any such Declining Bank Extending Lenders, on the Facility A Commitment of that Extending Lender at the close of business on the relevant Facility A Final Maturity Date. (with respect to all or any portion of its Commitmentf) following the effectiveness of any such extension. The Borrower will have the right to accept Commitments from any Eligible Assignee that An Extension Request is irrevocable and may not a Bank in an aggregate amount up to the aggregate amount of the Commitments of any Declining Banks; provided that any Eligible Assignee proposed to be substituted for a Declining Bank withdrawn. (unless such Eligible Assignee is an affiliate of a Bankg) must be approved by the Administrative Agent, the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned. The Borrower may only extend the Maturity Date twice during the term of In this Agreement pursuant to this Section 2.7.Clause:

Extension Option. (a) The Borrower may request an extension of the Maturity Date (no more than two times) for additional one-year periods; provided that the Commitments be extended for up to two additional one year periods by providing not less than 30 days’ Borrower provides written notice (requesting the date of such notice, a “Notice Date”) extension to the Administrative Agent not earlier than 90 days and not later than 30 days prior to any anniversary of the Closing Date. If a Bank agrees, in its individual and sole discretion Effective Date (and with the approval of the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned), to extend its Commitment (such Bank, an “Extending Bank”), it will notify the Administrative Agent, in writing, of its decision to do so no later than 15 days after the applicable Notice Date (such extension decision, a “Commitment ExtensionAnniversary Date”). The Administrative Agent will shall promptly notify each of the Lenders of such request. Each Lender, acting in its sole discretion, shall respond to such request, whether affirmatively or negatively (each Lender that determines not to so extend its Maturity Date (a “Non-Extending Lender”)), within 10 Business Days of such notice from the Administrative Agent. Any failure by any Lender to respond to such request within the time period specified in the preceding sentence shall be deemed to be a refusal by such Lender of such request and any such Lender shall be deemed to be a Non-Extending Lender. The Commitments of those Lenders that have responded affirmatively shall be extended on the applicable Anniversary Date, subject to (x) receipt by the AMERICAS/2024050510.8 Administrative Agent of counterparts of an Extension Agreement in substantially the form of Exhibit F hereto (the “Extension Agreement”) duly completed and signed by the Borrower, in writing, of the Banks’ decisions promptly upon receipt thereof and in any event not later than one (1) Business Day after receipt thereof. The Extending Banks’ Commitments will be extended for an additional year from the then current Maturity Date so long as (i) the Commitments of the Extending Banks (after giving effect to any assumption by any Extending Banks of Commitments of Declining Banks as described below), together with the Commitments of any New Banks that replace any Declining Banks, represent more than 50% of the Total Commitments then in effect, and (ii) on the date of any request by the Borrower to extend the Commitments, the applicable conditions set forth in Section 5.3 shall be satisfied. No Commitment Extension shall result in the then-existing Maturity Date being more than five (5) years from the effective date of such Commitment Extension. No Bank shall be required to consent to any such extension request or be required to increase its Commitment. The Maturity Date with respect to any Bank that declines or does not respond to the Borrower’s request for an extension of the Commitments (a “Declining Bank”) shall remain the then-existing Maturity Date (without regard to any extension of the Commitments of other Banks); provided that the Borrower shall continue to have the right to replace any such Declining Bank (with respect to all or any portion of its Commitment) following the effectiveness of any such extension. The Borrower will have the right to accept Commitments from any Eligible Assignee that is not a Bank in an aggregate amount up to the aggregate amount of the Commitments of any Declining Banks; provided that any Eligible Assignee proposed to be substituted for a Declining Bank (unless such Eligible Assignee is an affiliate of a Bank) must be approved by the Administrative Agent, the Swingline Lender L/C Issuers and all of the Issuing BanksLenders which have responded affirmatively, such approval, (y) satisfaction of each of the conditions set forth in each case, not to be unreasonably withheld, delayed or conditioned. The Borrower may only extend the Maturity Date twice during the term clause (c) of this Agreement Section 2.17 and (z) if applicable, receipt by the Administrative Agent of an Assignment and Assumption for each Assuming Lender (as defined below). No extension of the Commitments pursuant to this Section 2.72.17 shall be legally binding on any party hereto unless and until Extension Agreements are executed and delivered by the Required Lenders. (b) The Borrower may, if it so elects upon 5 Business Days’ notice to the Administrative Agent, replace the Commitments of each Non-Extending Lender with Commitments of one or more Eligible Assignees (each, an “Assuming Lender”) to assume any Non- Extending Lenders’ Commitments and all of the obligations of such Non-Extending Lenders under this Agreement thereafter relating to such Commitments, without further recourse to or warranty by, or expense to such Non-Extending Lenders (and, for the avoidance of doubt, if such Assuming Lender is already a Lender, its Commitment shall be in addition to such Xxxxxx’s Commitment hereunder on such date); provided that any such designation or agreement may not increase the Aggregate Commitments. This Section 2.17(b) shall be subject to the conditions that: (i) the Assuming Lenders shall have paid to the Non-Extending Lenders the aggregate principal amount of, and any interest and fees accrued and unpaid up to the date of such assumption, as applicable, on, the outstanding Loans and Letters of Credit, if any, of the Non-Extending Lenders under their respective Commitments being assumed; (ii) all additional costs, reimbursements, expense reimbursements and indemnities due and payable to the Non-Extending Lenders in respect of such Commitments shall have been paid by the Borrower; (iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section 10.06(b)(iv) for such assignment shall have been paid by the Assuming Lender (or, if it has been so agreed, by the Borrower); and (iv) each Assuming Lender shall have delivered to the Borrower and the Administrative Agent an Assignment and Assumption as to its assumption of the Commitments of Non-Extending Lenders. Upon execution and delivery of the foregoing Assignment and Assumption, satisfaction of all conditions described in the penultimate sentence of clause (a) of this Section 2.17 and the payment of all amounts referred to in clauses (i) through (iii) above, the Assuming Lenders will be substituted for the Non-Extending Lenders under this Agreement to the extent of their assumed Commitments and shall be Lenders for all purposes of this Agreement, without any further acknowledgment by or the consent of the other Lenders, and the obligations of the Non-Extending Lenders to such extent hereunder shall, by the provisions hereof, be released and discharged.

Extension Option. The Subject to the provisions of this Section 5, Borrower may request that shall have the Commitments be extended for up to two additional one year periods option (the First Extension Option), by providing not less than 30 days’ irrevocable written notice (the date of such notice, a “Notice Date”First Extension Notice) delivered to Lender no later than thirty (30) days prior to the Administrative Agent prior to any anniversary of the Closing Initial Maturity Date. If a Bank agrees, in its individual and sole discretion (and with the approval of the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned), to extend its Commitment the Maturity Date to February 9, 2009 (such Bankthe First Extended Maturity Date). In the event Borrower shall have exercised the First Extension Option, an “Extending Bank”Borrower shall have the option (the Second Extension Option), it will notify by irrevocable written notice (the Administrative Agent, in writing, of its decision Second Extension Notice) delivered to do so Lender no later than 15 thirty (30) days after prior to the applicable Notice First Extended Maturity Date, to extend the First Extended Maturity Date to February 9, 2010 (such extension decision, a “Commitment Extension”the Second Extended Maturity Date). The Administrative Agent will notify Borrower's right to so extend the Borrower, in writing, Maturity Date shall be subject to the satisfaction of the Banks’ decisions promptly upon receipt thereof following conditions precedent prior to each extension hereunder: i. no Monetary Default or Event of Default shall have occurred and in any event be continuing both on (A) the date Borrower delivers the First Extension Notice or the Second Extension Notice, as applicable, and (B) on the Initial Maturity Date and the First Extended Maturity Date, as applicable; ii. Borrower shall obtain and deliver to Lender not later than one (1) Business Day after receipt thereof. The Extending Banks’ Commitments will prior to the first day of the term of the Loan as extended one or more Extension Interest Rate Cap Agreements from an Acceptable Counterparty which Extension Interest Rate Cap Agreement(s) shall have a strike rate equal to the Maximum Pay Rate and shall be extended effective for an additional year from the period commencing on the day immediately following the then current applicable Maturity Date so long as (i) the Commitments of the Extending Banks (after prior to giving effect to any assumption by any Extending Banks of Commitments of Declining Banks as described below), together with the Commitments of any New Banks that replace any Declining Banks, represent more than 50% applicable Extension Option) and ending on the last day of the Total Commitments then Interest Period in effect, and (ii) on the date of any request by the Borrower to extend the Commitments, which the applicable conditions set forth in Section 5.3 shall be satisfied. No Commitment Extension shall result in the then-existing extended Maturity Date being more than occurs; iii. Borrower shall deliver (or shall commit to deliver within five (5) years from the effective date of such Commitment Extension. No Bank shall be required to consent to any such extension request or be required to increase its Commitment. The Maturity Date Business Days thereafter) a Counterparty Opinion with respect to any Bank that declines or does not respond to the Borrower’s request for an extension of the Commitments (a “Declining Bank”) shall remain the then-existing Maturity Date (without regard to any extension of the Commitments of other Banks); provided that the Borrower shall continue to have the right to replace any such Declining Bank (with respect to all or any portion of its Commitment) following the effectiveness of any such extension. The Borrower will have the right to accept Commitments from any Eligible Assignee that is not a Bank in an aggregate amount up to the aggregate amount of the Commitments of any Declining Banks; provided that any Eligible Assignee proposed to be substituted for a Declining Bank (unless such Eligible Assignee is an affiliate of a Bank) must be approved by the Administrative Agent, the Swingline Lender Extension Interest Rate Agreement and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned. The Borrower may only extend the Maturity Date twice during the term of this Agreement pursuant to this Section 2.7.related Acknowledgment; and

Extension Option. (a) The Borrower may request that may, by notice to the Commitments be extended for up to two additional one year periods by providing Administrative Agent (which shall promptly notify the Lenders) not more than 60 days and not less than 30 days’ written days prior to any two anniversaries of the Closing Date (each such anniversary, an “Anniversary Date”), request that the Lenders extend the Maturity Date applicable to their Revolving Commitments for an additional one-year period from the Commitment Termination Date then in effect hereunder (the “Existing Commitment Termination Date”). (b) Each such Lender, acting in its sole discretion, shall, by notice to the Borrower and the Administrative Agent given no later than the date (herein, the “Consent Date”) that is 20 days after the date of the extension request (or, if such noticedate is not a Business Day, a “Notice Date”) to the next succeeding Business Day), advise the Borrower and the Administrative Agent prior whether or not such Lender agrees to any anniversary of the Closing Date. If a Bank agrees, in its individual and sole discretion (and with the approval of the Swingline such extension; provided that each Lender and the Issuing Banks, such approval, in each case, that determines not to be unreasonably withheld, delayed or conditioned), to so extend its the Commitment Termination Date (such Bank, an a “Non-Extending BankLender”), it will ) shall notify the Administrative Agent, Agent (which shall notify the other Lenders) of such fact promptly after such determination (but in writing, of its decision to do so any event no later than 15 the Consent Date) and any Lender that does not so advise the Borrower on or before the 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. (c) The Administrative Agent shall notify the Borrower of each Lender’s determination under this Section 2.19 no later than the date 25 days after the applicable Notice Date (such extension decision, a “Commitment Extension”). The Administrative Agent will notify the Borrower, in writing, date of the Banks’ decisions promptly upon receipt thereof extension request (or, if such date is not a Business Day, on the next preceding Business Day). (d) If and in any event not later than one (1) Business Day after receipt thereof. The Extending Banks’ Commitments will be extended for an additional year from only if the then current Maturity Date so long as (i) total of the Revolving Commitments of the Extending Banks Lenders that have agreed to extend their Commitment Termination Date (after giving effect to any assumption by Lenders that agree to become Lenders in connection with any Extending Banks of Commitments of Declining Banks as described below), together with the Commitments of any New Banks that replace any Declining Banks, represent extension pursuant to this Section 2.19) shall be more than 50% of the Total aggregate Revolving Commitments then in effecteffect immediately prior to the applicable Anniversary Date, and (ii) then, effective as of such Anniversary Date, the Commitment Termination Date of each extending Lender shall be extended automatically, without any other action by any Person, to the date that is one year after the Existing Commitment Termination Date, provided that, on the date of any request by the Borrower to extend the CommitmentsConsent Date, the applicable conditions set forth in Section 5.3 shall be 4.02 are satisfied. No Commitment Extension shall result in The Administrative Agent will promptly notify the then-existing Maturity Date being more than five (5) years from Borrower and the effective date Lenders of such Commitment Extension. No Bank shall be required to consent to any such extension request or be required to increase its Commitment. The Maturity Date with respect to any Bank that declines or does not respond to the Borrower’s request for an each extension of the Commitments (a “Declining Bank”) shall remain the then-existing Maturity Commitment Termination Date (without regard to any extension of the Commitments of other Banks); provided that the Borrower shall continue to have the right to replace any such Declining Bank (with respect to all or any portion of its Commitment) following the effectiveness of any such extension. The Borrower will have the right to accept Commitments from any Eligible Assignee that is not a Bank in an aggregate amount up to the aggregate amount of the Commitments of any Declining Banks; provided that any Eligible Assignee proposed to be substituted for a Declining Bank (unless such Eligible Assignee is an affiliate of a Bank) must be approved by the Administrative Agent, the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned. The Borrower may only extend the Maturity Date twice during the term of this Agreement pursuant to this Section 2.72.19.

Extension Option. (a) The Borrower Termination Date may request be extended in the manner set forth in this Section for a period of one year from the Termination Date then in effect; provided that the Commitments Termination Date may only be extended for up to two additional one year periods by providing periods. If the Company wishes to request an extension of the Termination Date, the Company shall give written notice to that effect to the Agent not less than 30 days’ written notice (the date of such notice, a “Notice Date”) to the Administrative Agent 45 days nor more than 90 days prior to any each anniversary of the Closing Datedate hereof that occurs on or prior to the Termination Date then in effect, whereupon the Agent shall promptly notify each of the Banks of such request. Each Bank will use its best efforts to respond to such request, whether affirmatively or negatively, as it may elect in its sole and absolute discretion, within 30 days of such notice from the Agent. If a any Bank agrees, in its individual and sole discretion (and with the approval of the Swingline Lender and the Issuing Banksshall not have responded affirmatively within such 30-day period, such approval, in each case, not Bank shall be deemed to be unreasonably withheld, delayed or conditioned), have rejected the Company’s proposal to extend its Commitment (such Bank, an “Extending Bank”), it will notify the Administrative Agent, in writing, of its decision to do so no later than 15 days after the applicable Notice Date (such extension decision, a “Commitment Extension”). The Administrative Agent will notify the Borrower, in writing, of the Banks’ decisions promptly upon receipt thereof and in any event not later than one (1) Business Day after receipt thereof. The Extending Banks’ Commitments will be extended for an additional year from the then current Maturity Date so long as (i) only the Commitments of those Banks which have responded affirmatively shall be extended, subject to receipt by the Extending Banks Agent of counterparts of an Extension Agreement in substantially the form of Exhibit I hereto (after giving effect to any assumption the “Extension Agreement”) duly completed and signed by any Extending Banks of Commitments of Declining Banks as described below)the Company, together with the Commitments of any New Banks that replace any Declining Banks, represent more than 50% Agent and all of the Total Commitments then in effect, and (ii) on the date of any request by the Borrower to extend the Commitments, the applicable conditions set forth in Section 5.3 shall be satisfiedBanks which have responded affirmatively. No Commitment Extension shall result in the then-existing Maturity Date being more than five (5) years from the effective date of such Commitment Extension. No Bank shall be required to consent to any such extension request or be required to increase its Commitment. The Maturity Date with respect to any Bank that declines or does not respond to the Borrower’s request for an extension of the Commitments (a “Declining Bank”) pursuant to this Section 2.19 shall remain the then-existing Maturity Date (without regard to be legally binding on any extension party hereto unless and until such Extension Agreement is so executed and delivered by Banks having at least 66 2/3% of the Commitments of other Banks); provided that the Borrower shall continue to have the right to replace any such Declining Bank (with respect to all or any portion of its Commitment) following the effectiveness of any such extension. The Borrower will have the right to accept Commitments from any Eligible Assignee that is not a Bank in an aggregate amount up to the aggregate amount of the Commitments Commitments. (b) If any Bank rejects, or is deemed to have rejected, the Company’s proposal to extend its Commitment, (A) subject to (B) below, this Agreement shall terminate on the Termination Date then in effect with respect to such Bank, and the Company shall pay to such Bank on such Termination Date any amounts due and payable to such Bank on such date and (B) the Company may, if it so elects, require any Bank that does not elect to extend its Commitment to assign its Commitment in its entirety to one or more Assignees pursuant to Section 9.06 which Assignees will agree to extend the Termination Date. On the date of termination of any Declining BanksBank’s Commitment as contemplated by clause (A) of this subsection (b), the respective participations of the other Banks in all outstanding Letters of Credit shall be redetermined on the basis of their respective Commitments after giving effect to such termination, and the participation therein of the Bank whose Commitment is terminated shall terminate; provided that any Eligible Assignee proposed the Company shall, if and to the extent necessary to permit such redetermination of participations in Letters of Credit within the limits of the Commitments which are not terminated, prepay on such date a portion of the outstanding Loans, and such redetermination and termination of participations in outstanding Letters of Credit shall be substituted for a Declining Bank conditioned upon its having done so. (unless such Eligible Assignee is an affiliate c) The Agent shall promptly notify the Banks of a Bank) must be approved by the Administrative Agent, effectiveness of each extension of the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned. The Borrower may only extend the Maturity Date twice during the term of this Agreement Commitments pursuant to this Section 2.72.19. (d) Section 4.04 of the Credit Agreement is amended (i) by deleting each reference to “2004” and substituting lieu thereof “2006,” (ii) by deleting “March 31, 2005” and substituting in lieu thereof “December 31, 2006” and (iii) by deleting each reference to “six” and substituting in lieu thereof “three.” (e) Section 4.05 of the Credit Agreement is amended by deleting “2004” and substituting in lieu thereof “2006”.

Extension Option. The Borrower (a) At any time on and after the first anniversary of the Effective Date through the date that is 45 days prior to the Termination Date in effect on the date hereof, the Borrowers may request that an extension of the Commitments be extended Termination Date for up to two additional a period of one year periods from the Termination Date then in effect by providing written notice to that effect to the Administrative Agent not less than 30 days’ written notice days nor more than 90 days prior to the date on which such extension is to take effect (each such request, an “Extension Request”), whereupon the Administrative Agent shall promptly notify each of the Lenders of such Extension Request; provided that, (i) in no event shall more than two Extension Requests be made and (ii) any second Extension Request shall not be made earlier than at least 12 months after the date of the first Extension Request. Each Lender will use its best efforts to respond to any such noticerequest, a “Notice Date”) whether affirmatively or negatively, as it may elect in its sole and absolute discretion, within 30 days of any such notice to the Administrative Agent prior to any anniversary of the Closing DateAgent. If a Bank agrees, in its individual and sole discretion (and with the approval of the Swingline any Lender and the Issuing Banksshall not have responded affirmatively within any such 30-day period, such approval, in each case, not Lender shall be deemed to be unreasonably withheld, delayed or conditioned), have rejected the Borrowers’ proposal to extend its Commitment and only the Commitments of those Lenders which have responded affirmatively shall be extended. (such Bank, an “Extending Bank”), it will notify the Administrative Agent, in writing, of its decision to do so no later than 15 days after the applicable Notice Date (such b) Any extension decision, a “Commitment Extension”). The Administrative Agent will notify the Borrower, in writing, of the Banks’ decisions promptly upon receipt thereof and in any event not later than one (1) Business Day after receipt thereof. The Extending Banks’ Commitments will pursuant to this Section 2.19 shall be extended for an additional year from subject to satisfaction of the then current Maturity Date so long as following conditions: (i) the Commitments of the Extending Banks (before and after giving effect to any assumption such extension, all representations and warranties contained in Article 4 shall be true; (ii) at the time of such extension, no Default shall have occurred and be continuing or would result from such extension; and (iii) receipt by any Extending Banks the Administrative Agent of Commitments counterparts of Declining Banks as described below)an Extension Agreement in substantially the form of Exhibit K hereto (the “Extension Agreement”) duly completed and signed by the Borrowers, together with the Commitments Administrative Agent and all of any New Banks that replace any Declining Banksthe Lenders which have responded affirmatively, represent which Lenders shall have more than 50% of the Total Commitments aggregate amount of the Commitments. (c) If any Lender rejects, or is deemed to have rejected, the Borrowers’ proposal to extend its Commitment, (A) such Lender’s Commitment (and, if such Lender is an Issuing Lender, its obligation to issue Letters of Credit) shall terminate on the Termination Date then in effecteffect with respect to such Lender, (B) the Borrowers shall pay to such Lender on such Termination Date any amounts due and payable to such Lender on such date and (C) the Borrowers may, if they so elect, designate one or more Eligible Assignees which at the time agree to (i) in the case of any such Person that is an existing Lender, increase its Commitment and (ii) on in the date case of any request by the Borrower other such Person, become a party to extend the Commitmentsthis Agreement with a Commitment of not less than $5,000,000, the applicable conditions set forth in Section 5.3 shall be satisfied. No Commitment Extension shall result in the then-existing Maturity Date being more than five (5) years from the effective date of such Commitment Extension. No Bank shall be required to consent to provided that any such extension request designation or be required to agreement may not increase its Commitment. The Maturity Date with respect to any Bank that declines or does not respond to the Borrower’s request for an extension of the Commitments (a “Declining Bank”) shall remain the then-existing Maturity Date (without regard to any extension of the Commitments of other Banks); provided that the Borrower shall continue to have the right to replace any such Declining Bank (with respect to all or any portion of its Commitment) following the effectiveness of any such extension. The Borrower will have the right to accept Commitments from any Eligible Assignee that is not a Bank in an aggregate amount up to the aggregate amount of the Commitments Commitments. Upon execution and delivery by the Borrowers and such Lender or Additional Lender of an instrument of assumption in form and amount satisfactory to the Administrative Agent and execution and delivery of the Extension Agreement pursuant to Section 2.19(a), such existing Lender shall have a Commitment as therein set forth or such other Person shall become a Lender with a Commitment as therein set forth and all the rights and obligations of a Lender with such a Commitment hereunder. On the date of termination of any Declining BanksLender’s Commitment as contemplated by this subsection (c), the respective participations of the other Lenders in all outstanding Letters of Credit shall be redetermined on the basis of their respective Commitments after giving effect to such termination, and the participation therein of the Lender whose Commitment is terminated shall terminate; provided that any Eligible Assignee proposed the Borrowers shall, if and to the extent necessary to permit such redetermination of participations in Letters of Credit within the limits of the Commitments which are not terminated, prepay on such date a portion of the outstanding Loans and/or secure cancellation of outstanding Letters of Credit or, to the extent that such redetermination cannot be substituted for a Declining Bank effected within the limits of the Commitments even after all outstanding Loans have been prepaid, Cash Collateralize the Letter of Credit Liabilities to the extent of the excess, and such redetermination and termination of participations in outstanding Letters of Credit shall be conditioned upon their having done so. (unless such Eligible Assignee is an affiliate d) The Administrative Agent shall promptly notify the Lenders of a Bank) must be approved by the Administrative Agent, effectiveness of each extension of the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned. The Borrower may only extend the Maturity Date twice during the term of this Agreement Commitments pursuant to this Section 2.72.19.

Extension Option. (a) The Borrower Termination Date may request be extended in the manner set forth in this Section for a period of one year from the Termination Date then in effect; provided that the Commitments Termination Date may only be extended for up to two additional one year periods by providing periods. If the Company wishes to request an extension of the Termination Date, the Company shall give written notice to that effect to the Agent not less than 30 days’ written notice (the date of such notice, a “Notice Date”) to the Administrative Agent 45 days nor more than 90 days prior to any each anniversary of the Closing Datedate hereof that occurs on or prior to the Termination Date then in effect, whereupon the Agent shall promptly notify each of the Banks of such request. Each Bank will use its best efforts to respond to such request, whether affirmatively or negatively, as it may elect in its sole and absolute discretion, within 30 days of such notice to the Agent. If a any Bank agrees, in its individual and sole discretion (and with the approval of the Swingline Lender and the Issuing Banksshall not have responded affirmatively within such 30-day period, such approval, in each case, not Bank shall be deemed to be unreasonably withheld, delayed or conditioned), have rejected the Company’s proposal to extend its Commitment (such Bank, an “Extending Bank”), it will notify the Administrative Agent, in writing, of its decision to do so no later than 15 days after the applicable Notice Date (such extension decision, a “Commitment Extension”). The Administrative Agent will notify the Borrower, in writing, of the Banks’ decisions promptly upon receipt thereof and in any event not later than one (1) Business Day after receipt thereof. The Extending Banks’ Commitments will be extended for an additional year from the then current Maturity Date so long as (i) only the Commitments of those Banks which have responded affirmatively shall be extended, subject to receipt by the Extending Banks Agent of counterparts of an Extension Agreement in substantially the form of Exhibit I hereto (after giving effect to any assumption the “Extension Agreement”) duly completed and signed by any Extending Banks of Commitments of Declining Banks as described below)the Company, together with the Commitments of any New Banks that replace any Declining Banks, represent more than 50% Agent and all of the Total Commitments then in effect, and (ii) on the date of any request by the Borrower to extend the Commitments, the applicable conditions set forth in Section 5.3 shall be satisfiedBanks which have responded affirmatively. No Commitment Extension shall result in the then-existing Maturity Date being more than five (5) years from the effective date of such Commitment Extension. No Bank shall be required to consent to any such extension request or be required to increase its Commitment. The Maturity Date with respect to any Bank that declines or does not respond to the Borrower’s request for an extension of the Commitments (a “Declining Bank”) pursuant to this ‎Section 2.19 shall remain the then-existing Maturity Date (without regard to be legally binding on any extension party hereto unless and until such Extension Agreement is so executed and delivered by Banks having at least 66 2/3% of the Commitments of other Banks); provided that the Borrower shall continue to have the right to replace any such Declining Bank (with respect to all or any portion of its Commitment) following the effectiveness of any such extension. The Borrower will have the right to accept Commitments from any Eligible Assignee that is not a Bank in an aggregate amount up to the aggregate amount of the Commitments Commitments. (b) If any Bank rejects, or is deemed to have rejected, the Company’s proposal to extend its Commitment, (A) this Agreement shall terminate on the Termination Date then in effect with respect to such Bank, (B) the Company shall pay to such Bank on such Termination Date any amounts due and payable to such Bank on such date and (C) the Company may, if it so elects, designate a Person not theretofore a Bank and acceptable to the Agent to become a Bank, or agree with an existing Bank that such Bank’s Commitment shall be increased, provided that any designation or agreement may not increase the aggregate amount of the Commitments. Upon execution and delivery by the Company and such replacement Bank or other Person of an instrument of assumption in form and amount satisfactory to the Agent and execution and delivery of the Extension Agreement pursuant to ‎Section 2.19(a), such existing Bank shall have a Commitment as therein set forth or such other Person shall become a Bank with a Commitment as therein set forth and all the rights and obligations of a Bank with such a Commitment hereunder. On the date of termination of any Declining BanksBank’s Commitment as contemplated by this subsection (b), the respective participations of the other Banks in all outstanding Letters of Credit shall be redetermined on the basis of their respective Commitments after giving effect to such termination, and the participation therein of the Bank whose Commitment is terminated shall terminate; provided that any Eligible Assignee proposed the Company shall, if and to the extent necessary to permit such redetermination of participations in Letters of Credit within the limits of the Commitments which are not terminated, prepay on such date a portion of the outstanding Loans, and such redetermination and termination of participations in outstanding Letters of Credit shall be substituted for a Declining Bank conditioned upon its having done so. (unless such Eligible Assignee is an affiliate c) The Agent shall promptly notify the Banks of a Bank) must be approved by the Administrative Agent, effectiveness of each extension of the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned. The Borrower may only extend the Maturity Date twice during the term of this Agreement Commitments pursuant to this Section 2.7‎Section 2.19.

Extension Option. (a) The Borrower may request that by notice to the Commitments be extended for up to two additional one year periods by providing Facility Agent (the Initial Extension Request) not more than 60 days and not less than 30 days’ written notice (days before the first anniversary of the date of such noticethis Agreement, request that the Final Maturity Date be extended for a “Notice Date”further period of one year. (b) The Borrower may by notice to the Administrative Facility Agent prior to any (the Second Extension Request) not more than 60 days and not less than 30 days before the second anniversary of the Closing date of this Agreement, request that the Final Maturity Date. If : (i) with respect to Lenders who have agreed to the Initial Extension Request, be extended for a Bank agreesfurther period of one year; and/or (ii) if no Initial Extension Request has been made, or with respect to Lenders who refused the Initial Extension Request: (A) be extended for a period of one year; or (B) be extended for a period of two years, as selected by the Borrower in the notice to the Facility Agent. (c) The Facility Agent must promptly notify the Lenders of any Initial Extension Request or Second Extension Request (an Extension Request). (d) Each Lender may, in its individual and sole discretion (and with discretion, agree to any Extension Request. Each Lender that agrees to an Extension Request by the approval date falling 15 days before, the relevant anniversary of the Swingline Lender and the Issuing Banksdate of this Agreement, such approval, in each case, not to be unreasonably withheld, delayed or conditioned), to will extend its Commitment (such Bankfor a further period of one year or two years, an “Extending Bank”)as applicable, it will notify the Administrative Agent, in writing, of its decision to do so no later than 15 days after the applicable Notice Date (such extension decision, a “Commitment Extension”). The Administrative Agent will notify the Borrower, in writing, of the Banks’ decisions promptly upon receipt thereof and in any event not later than one (1) Business Day after receipt thereof. The Extending Banks’ Commitments will be extended for an additional year from the then current Final Maturity Date so long as (i) and the Commitments of the Extending Banks (after giving effect to any assumption by any Extending Banks of Commitments of Declining Banks as described below), together with the Commitments of any New Banks that replace any Declining Banks, represent more than 50% of the Total Commitments then in effect, and (ii) on the date of any request by the Borrower to extend the Commitments, the applicable conditions set forth in Section 5.3 shall be satisfied. No Commitment Extension shall result in the then-existing Maturity Date being more than five (5) years from the effective date of such Commitment Extension. No Bank shall be required to consent to any such extension request or be required to increase its Commitment. The Final Maturity Date with respect to the Commitment of that Lender will be extended accordingly. (e) If any Bank Lender fails to reply to an Extension Request on or before the date falling 15 days before the relevant anniversary of the date of this Agreement, it will be deemed to have refused that declines Extension Request and its Commitment will not be extended. (f) Subject to paragraph (h) below, each Extension Request is irrevocable. (g) If one or does more (but not respond all) of the Lenders agree to an Extension Request, then the Facility Agent must notify the Borrower and the Lenders which have agreed to the Borrower’s request for an extension extension, identifying in that notification which Lenders have not agreed to the Extension Request. (h) The Borrower may, on the basis that one or more of the Commitments (a “Declining Bank”) shall remain Lenders have not agreed to the then-existing Maturity Date (without regard to any extension Extension Request and no later than the date falling five days before the relevant anniversary of the Commitments date of other Banks); provided that this Agreement, withdraw the Borrower shall continue to have the right to replace any such Declining Bank (with respect to all or any portion of its Commitment) following the effectiveness of any such extension. The Borrower will have the right to accept Commitments from any Eligible Assignee that is not a Bank in an aggregate amount up request by notice to the aggregate amount of Facility Agent which will promptly notify the Commitments of any Declining Banks; provided that any Eligible Assignee proposed to be substituted for a Declining Bank (unless such Eligible Assignee is an affiliate of a Bank) must be approved by the Administrative Agent, the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned. The Borrower may only extend the Maturity Date twice during the term of this Agreement pursuant to this Section 2.7Lenders.

Extension Option. The Borrower may request shall have the option to extend the Term of the Loan beyond the initial Maturity Date for two (2) successive terms (each, an “Extension Option”) of one (1) year each to (x) the Payment Date occurring in June, 2021, and (y) the Payment Date occurring in June, 2022 (each such date, an “Extended Maturity Date”, and each such one-year period, an “Extension Term”), respectively, and, as to each Extension Option, upon satisfaction of the following terms and conditions: (a) no Event of Default shall have occurred and be continuing at the time the applicable Extension Option is exercised and on the date that the Commitments applicable Extension Term is commenced; (b) Borrower shall notify Lender of its irrevocable election to extend the Maturity Date as aforesaid not earlier than ninety (90) days, and no later thirty (30) days, prior to the then applicable Maturity Date; (c) Borrower shall obtain and deliver to Lender prior to exercise of each such Extension Option, a replacement Interest Rate Protection Agreement, which replacement Interest Rate Protection Agreement shall be extended for up effective commencing on the first day of such Extension Option and shall have a term extending through and including the applicable Extended Maturity Date, with a strike price equal to two additional one year periods by providing not less than 30 days’ written notice the Strike Rate; (d) in connection with each Extension Option, Borrower shall have delivered to Lender an Officer’s Certificate in form acceptable to the Lender certifying that each of the representations and warranties of Borrower contained in the Loan Documents is true, complete and correct in all material respects as of the date of such notice, a “Notice Date”) Officer’s Certificate to the Administrative Agent prior to any anniversary extent such representations and warranties are not matters which by their nature can no longer be true and correct as a result of the Closing Date. If passage of time; (e) in connection with the exercise of each Extension Option, Borrower shall have paid to Lender the Extension Fee; (f) in connection with the exercise of each Extension Option, the Debt Service Coverage Ratio for the two (2) consecutive calendar quarters immediately preceding the first day of the applicable Extension Term shall not be less than 1.20:1.00; provided, however, Borrower shall be permitted to prepay a Bank agreesportion of the Loan in accordance with Section 2.3 hereof, in its individual and sole discretion an amount, which, when applied to the outstanding principal balance of the Loan, the applicable Debt Service Coverage Ratio would be satisfied; (and g) in connection with the approval exercise of each Extension Option, the Debt Yield for the two (2) consecutive calendar quarters immediately preceding the first day of the Swingline Lender and applicable Extension Term shall not be less than 9.00% (exclusive of any Rents from the Issuing BanksBillboard Lease); provided, such approvalhowever, Borrower shall be permitted to prepay a portion of the Loan in accordance with Section 2.3 hereof, in an amount, which, when applied to the outstanding principal balance of the Loan, the applicable Debt Yield would be satisfied; (h) in connection with the exercise of each caseExtension Option, the Loan-to-Value immediately preceding the first day of the applicable Extension Term shall not be greater than 75%; provided, however, Borrower shall be permitted to be unreasonably withheld, delayed or conditioned), to extend its Commitment (such Bank, an “Extending Bank”), it will notify prepay a portion of the Administrative AgentLoan in accordance with Section 2.3 hereof, in writingan amount, of its decision which, when applied to do so no later than 15 days after the applicable Notice Date (such extension decision, a “Commitment Extension”). The Administrative Agent will notify the Borrower, in writing, outstanding principal balance of the Banks’ decisions promptly upon receipt thereof and in any event Loan, the Loan-to- Value will not later be greater than one (1) Business Day after receipt thereof. The Extending Banks’ Commitments will be extended for an additional year from the then current Maturity Date so long as 75%; (i) the Commitments of the Extending Banks (after giving effect to any assumption by any Extending Banks of Commitments of Declining Banks as described below), together in connection with the Commitments exercise of any New Banks that replace any Declining Bankseach Extension Option, represent more than 50% of the Total Commitments then in effect, and (ii) on the date of any request by the Borrower to extend the Commitments, the applicable conditions set forth in Section 5.3 no material adverse change shall be satisfied. No Commitment Extension shall result in the then-existing Maturity Date being more than five (5) years from the effective date of such Commitment Extension. No Bank shall be required to consent to any such extension request or be required to increase its Commitment. The Maturity Date have occurred with respect to any Bank that declines market conditions or does not respond to the condition, financial or otherwise, business, operations, assets, liabilities of the Property, Collateral, Borrower, Mortgage Borrower or Guarantor, as determined by Lender in its sole but reasonable discretion; (j) Borrower shall have paid all of Lender’s reasonable out of pocket costs and expenses, including, without limitation, reasonable attorneys’ fees and disbursements, in connection with Borrower’s request for an extension exercise of the Commitments Extension Option; and (a “Declining Bank”k) Borrower shall remain have delivered to Lender written evidence reasonably acceptable to Lender in all respects that either (x) the then-existing Maturity Date (without regard to any extension term of the Commitments of other Banks); provided that Mortgage Loan has been extended to a date not earlier than the Borrower shall continue to have Extended Maturity Date, or (y) the right to replace any such Declining Bank (with respect to all or any portion of its Commitment) following the effectiveness of any such extension. The Borrower will have the right to accept Commitments from any Eligible Assignee that is not a Bank Mortgage Loan has been repaid in an aggregate amount up to the aggregate amount of the Commitments of any Declining Banks; provided that any Eligible Assignee proposed to be substituted for a Declining Bank (unless such Eligible Assignee is an affiliate of a Bank) must be approved by the Administrative Agent, the Swingline Lender full and the Issuing Banks, such approval, Mortgage encumbering the Property has been released. All references in each case, not this Agreement and in the other Loan Documents to be unreasonably withheld, delayed or conditioned. The Borrower may only extend the Maturity Date twice during shall mean the term of this Agreement pursuant to this Section 2.7applicable Extended Maturity Date in the event the applicable Extension Option is exercised.

Extension Option. (1) The Borrower may request that by notice given to the Commitments be extended for up to two additional one year periods by providing Senior Agent, not less than 30 days’ written notice days prior to the Initial Availability Period End Date, irrevocably request an extension of the Availability Period End Date to 15 September 2021 (the date "Availability Period Extension Request"). (2) The Senior Agent shall notify the Senior Lenders promptly on receipt of the Availability Period Extension Request. (3) If the Senior Agent has received an Availability Period Extension Request from the Borrower in accordance with sub‑paragraph (1) above, the Borrower shall, on the first Payment Date following the receipt of such noticeAvailability Period Extension Request, pay an irrevocable and non-refundable extension fee in the amount and in the manner set out in the Extension Fee Letter. (4) If: (a) the Senior Agent has received an Availability Period Extension Request from the Borrower in accordance with sub-paragraph (1) above; and (b) on the first Payment Date following the receipt of such Availability Period Extension Request: (i) the Borrower pays the extension fee in the amount and in the manner set out in the Extension Fee Letter; (ii) no Default is continuing; and (iii) no Trigger Event has occurred and is continuing, the Availability Period End Date shall be extended to 15 September 2021 (or, if not a “Notice Business Day, the next Business Day in that calendar month (if there is one) or the preceding Business Day (if there is not)) (the "Extended Availability Period End Date”"). (5) The Senior Agent shall promptly notify the Borrower and the Senior Lenders upon the Availability Period End Date being extended to the Administrative Agent Extended Availability Period End Date. (1) The Borrower may by notice given to the Senior Agent, not less than 30 days prior to any each anniversary of the Closing Date which is prior to the Initial Repayment Date. If a Bank agrees, in its individual and sole discretion (and with the approval irrevocably request an extension of the Swingline Lender and Repayment Date to 15 September 2023 (the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned"Repayment Date Extension Request"), to extend its Commitment . (such Bank, an “Extending Bank”), it will 2) The Senior Agent shall notify the Administrative Agent, in writing, of its decision to do so no later than 15 days after the applicable Notice Date (such extension decision, a “Commitment Extension”). The Administrative Agent will notify the Borrower, in writing, Senior Lenders promptly on receipt of the Banks’ decisions promptly upon receipt thereof and Repayment Date Extension Request. (3) If the Senior Agent has received a Repayment Date Extension Request from the Borrower in any event not later than one accordance with sub‑paragraph (1) Business Day after above, the Borrower shall, on the first Payment Date following the receipt thereof. The Extending Banks’ Commitments will be extended for of such Repayment Date Extension Request, pay an additional year irrevocable and non-refundable extension fee in the amount and in the manner set out in the Extension Fee Letter. (4) If: (a) the Senior Agent has received a Repayment Date Extension Request from the then current Maturity Borrower in accordance with sub-paragraph (1) above; and (b) on the first Payment Date so long as following the receipt of such Repayment Date Extension Request: (i) the Commitments of Borrower pays the Extending Banks (after giving effect to any assumption by any Extending Banks of Commitments of Declining Banks as described below), together with extension fee in the Commitments of any New Banks that replace any Declining Banks, represent more than 50% of amount and in the Total Commitments then manner set out in effect, and the Extension Fee Letter; (ii) on the date of any request by the Borrower to extend the Commitmentsno Default is continuing; and (iii) no Trigger Event has occurred and is continuing, the applicable conditions set forth in Section 5.3 Repayment Date shall be satisfied. No Commitment Extension shall result extended to 15 September 2023 (or, if not a Business Day, the next Business Day in that calendar month (if there is one) or the then-existing Maturity Date being more than five preceding Business Day (if there is not)) (the "Extended Repayment Date"). (5) years from The Senior Agent shall promptly notify the effective date of such Commitment Extension. No Bank shall be required to consent to any such extension request or be required to increase its Commitment. The Maturity Borrower and the Senior Lenders upon the Repayment Date with respect to any Bank that declines or does not respond being extended to the Borrower’s request for an extension of the Commitments (a “Declining Bank”) shall remain the then-existing Maturity Date (without regard to any extension of the Commitments of other Banks); provided that the Borrower shall continue to have the right to replace any such Declining Bank (with respect to all or any portion of its Commitment) following the effectiveness of any such extension. The Borrower will have the right to accept Commitments from any Eligible Assignee that is not a Bank in an aggregate amount up to the aggregate amount of the Commitments of any Declining Banks; provided that any Eligible Assignee proposed to be substituted for a Declining Bank (unless such Eligible Assignee is an affiliate of a Bank) must be approved by the Administrative Agent, the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned. The Borrower may only extend the Maturity Date twice during the term of this Agreement pursuant to this Section 2.7Extended Repayment Date.

Extension Option. The Borrower may request that the Total Commitments be extended renewed for up to two additional one year periods by providing not less than 30 days’ written notice of such request (the date of such notice, a an “Notice DateExtension Notice”) to the Administrative Agent prior to any anniversary of the Closing Dateno more frequently than once in a calendar year. If a Bank Lender agrees, in its individual and sole discretion (and with the approval of the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned)discretion, to extend its Commitment (such Bank, an “Extending BankLender”), it will notify the Administrative Agent, in writing, of its decision to do so no later than 15 days after the applicable Notice Date (such extension decision, a “Commitment Extension”)deadline specified by the Extension Notice. The Administrative Agent will notify the Borrower, in writing, of the BanksLenders’ decisions promptly upon receipt thereof and in any event not later than one (1) Business Day after receipt thereoffollowing such deadline. The Extending BanksLenders’ Commitments will be extended renewed for an additional one year from the then current Maturity existing Termination Date so long and such extended Termination Date shall become the Termination Date (except as otherwise provided in this Section 2.18 as to Declining Lenders), provided, that (i) the Commitments of the Extending Banks (after giving effect to any assumption by any Extending Banks of Commitments of Declining Banks as described below), together with the Commitments of any New Banks that replace any Declining Banks, represent more than 50% of the Total Commitments then in effectis extended or otherwise committed to by Extending Lenders and any new Lenders, and (ii) on the date of any request all representations and warranties made by the Borrower in or pursuant to extend the CommitmentsLoan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date and (iii) no Default or Event of Default exists, except (A) any representations and warranties which are explicitly stated as having been made as of a specific date, which representations and warranties shall be true and correct in all material respects on and as of such date and (B) the applicable conditions representations and warranties set forth in Section 5.3 Sections 4.2 and 4.7 shall be satisfied. No Commitment Extension shall result in the then-existing Maturity Date being more than five (5) years from the effective date of such Commitment Extension. No Bank shall not be required to consent to any such extension request or be required to increase its Commitmentrestated. The Maturity Date with respect to any Bank Any Lender that declines or does not respond to the Borrower’s request for an extension of the Commitments commitment renewal (a “Declining BankLender”) shall remain will have its Commitment terminated on the then-earlier of (i) the then existing Maturity Termination Date (without regard to any extension of renewals by other Lenders) (the Commitments of “Existing Termination Date”) and (ii) the date such Declining Lender is replaced in accordance with Section 2.17, and at such time the Borrower shall repay all Loans, participations in LC Disbursements, participating interests in Swingline Loans and Swingline Participation Amounts and other Banks)amounts owing to such Declining Lender; provided that the Borrower shall continue to have the right to replace if any such Declining Bank (Lender or any Lender holding a Commitment with respect to a Non- Extended Termination Date assigns all or any portion of its CommitmentCommitment prior to its termination pursuant Section 9.6(c) following and the effectiveness Assignee of such Commitment agrees to extend the Termination Date of such assigned Commitment until the latest applicable Termination Date of other then- existing Commitments that have been extended pursuant to this Section 2.18, then the Termination Date of such assigned Commitment shall automatically be extended to the latest applicable Termination Date upon such assignment without the consent of the Administrative Agent or any such extensionother Lender. The Borrower will have the right to accept Commitments commitments from any Eligible Assignee that is third party financial institutions subject to the consent of the Administrative Agent and the Issuing Lenders (such consent of the Administrative Agent or the Issuing Lenders not a Bank to be unreasonably withheld) in an aggregate amount up to the aggregate amount of the Commitments of any Declining Banks; provided that any Eligible Assignee proposed to be substituted for a Declining Bank (unless such Eligible Assignee is an affiliate of a Bank) must be approved by the Administrative Agent, the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditionedLenders. The Borrower may only extend the Maturity Termination Date no more than twice during following the term of this Agreement Closing Date pursuant to this Section 2.72.18.

Extension Option. The Borrower On the Option Date, the Borrower, with the prior written consent of the SuperMajority Lenders and so long as there exists no Default or Event of Default, may request that elect to extend the Commitments maturity of the Working Line Loan for an additional 364 day period until the Extension Final Maturity. Such election must be extended for up made no sooner than 60 days prior to two additional one year periods by providing not less the Option Date and no later than 30 days’ days prior to the Option Date by written notice (in accordance with the date terms of Section 11.02 hereof to each Lender of its request to extend the final maturity of the Working Line Loan. Each Lender shall, no later than 10 Business Days after receipt of such notice, a “Notice Date”) give written notice to the Borrower and the Administrative Agent prior of its approval or disapproval of such extension. Any Lender failing to any anniversary give such notice shall be deemed to have approved such extension; but, upon the Option Date, its Working Line Specified Percentage shall be zero and such Lender shall not be participating in the Working Line Loan thereafter. Notwithstanding anything herein to the contrary, no Lender shall be obligated to consent to such extension. If the Borrower fails to receive the consent of Lenders having Working Line Specified Percentages totaling 100%, then, if SuperMajority Lenders have consented to such extension (i) only those consenting Lenders will have Working Line Specified Percentages in excess of zero, (ii) subject to the terms of Section 2.18 hereof, the Working Line Commitment shall be reduced by a dollar amount equal to the product of the Closing non-consenting Lenders' Working Line Specified Percentages times the Working Line Commitment in effect on the day before the Option Date. If a Bank agrees, in its individual and sole discretion (and with iii) subject to the approval terms of Section 2.18 hereof, the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned), to extend its Commitment (such Bank, an “Extending Bank”), it will notify the Administrative Agent, in writing, of its decision to do so no later than 15 days after the applicable Notice Date (such extension decision, a “Commitment Extension”). The Administrative Agent will notify each Lender of its reallocated Working Line Specified Percentage, the Borrowernew Working Line Commitment and the reallocated Total Specified Percentage, (iv) the Borrower will pay all Consequential Costs incurred as a result of any such reallocation of Working Line Specified Percentages, (v) subject to the terms of Section 2.18 hereof, the Borrower shall repay in writing, full all portions of the Banks’ decisions promptly upon receipt thereof and in any event not later than one Obligations representing such non-consenting Lenders' Working Line Specified Percentages of all outstanding Working Line Advances to such non-consenting Lenders, (1) Business Day after receipt thereof. The Extending Banks’ Commitments will be extended for an additional year from the then current Maturity Date so long as (ivi) the Commitments Borrower shall execute and deliver new promissory notes to each extending Lender in the form required by the Administrative Agent and (vii) subject to satisfaction of each of the Extending Banks (after giving effect foregoing requirements, the Working Line Loan final maturity shall be automatically extended on the Option Date to any assumption by any Extending Banks the Extension Final Maturity. If the Borrower receives the consent of Commitments of Declining Banks as described below)Lenders having Working Line Specified Percentages totaling 100%, together with then the Commitments of any New Banks that replace any Declining Banks, represent more than 50% of Working Line Loan final maturity shall be automatically extended on the Total Commitments then in effectOption Date to the Extension Final Maturity, and (ii) on each Lender will retain its Working Line Specified Percentage and the date of any request by the Borrower to extend the Commitments, the applicable conditions set forth in Section 5.3 shall be satisfied. No Working Line Commitment Extension shall result in the then-existing Maturity Date being more than five (5) years from the effective date of such Commitment Extension. No Bank shall be required to consent to any such extension request or be required to increase its Commitment. The Maturity Date with respect to any Bank that declines or does not respond to the Borrower’s request for an extension of the Commitments (a “Declining Bank”) shall remain the then-existing Maturity Date (without regard to any extension of the Commitments of other Banks); provided that the Borrower shall continue to have the right to replace any such Declining Bank (with respect to all or any portion of its Commitment) following the effectiveness of any such extension. The Borrower will have the right to accept Commitments from any Eligible Assignee that is not a Bank in an aggregate amount up to the aggregate amount of the Commitments of any Declining Banks; provided that any Eligible Assignee proposed to be substituted for a Declining Bank (unless such Eligible Assignee is an affiliate of a Bank) must be approved by the Administrative Agent, the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned. The Borrower may only extend the Maturity Date twice during the term of this Agreement pursuant to this Section 2.7same.

Extension Option. (a) The Borrower may request that request, at any time after the Commitments be extended for up to two additional one year periods by providing not less than 30 days’ written notice (the date of such notice, a “Notice Date”) to the Administrative Agent prior to any first anniversary of the Closing Date. If a Bank agrees, in its individual and sole discretion (and with the approval of the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned), to extend its Commitment the then-effective Revolving Loan Termination Date by one year to a date that does not cause the tenor of the credit facility evidenced by this Agreement to exceed 5 years from the date of effectiveness of such extension, upon written notice (a “Notice to Extend”) to the Agent at least 20 Business Days before (or such Bankother date as is agreed upon by the Agent) the date on which the Borrower proposes such extension to become effective (and the Agent shall promptly inform the Lenders thereof). Each Lender shall notify the Agent no later than 10 days after the date of receipt of the Notice to Extend by the Agent that either (A) such Lender declines to consent to extending the Revolving Loan Termination Date or (B) such Lender consents to extending the Revolving Loan Termination Date (any such consenting Lender, an “Extending BankLender”). Any Lender not responding within the above time period shall be deemed not to have consented to extending the Revolving Loan Termination Date. The Agent shall, after receiving the notifications from all of the Lenders or the expiration of such period, whichever is earlier, notify the Borrower and the Lenders of the results thereof. The Borrower may request no more than two extensions pursuant to this Section 2.2.3. (b) If any Lender declines, or is deemed to have declined, to consent to such request for extension (each such Lender, a “Non-Extending Lender”), it will notify the Administrative Agent, in writing, of its decision to do so no later than 15 days after the applicable Notice Date (such extension decision, a “Commitment Extension”). The Administrative Agent will notify the Borrower, in writing, of the Banks’ decisions promptly upon receipt thereof and in any event not later than one (1) Business Day after receipt thereof. The Extending Banks’ Commitments will be extended for an additional year from the then current Maturity Date so long as (i) the Commitments of the Extending Banks (after giving effect to any assumption by any Extending Banks of Commitments of Declining Banks as described below), together with the Commitments of any New Banks that replace any Declining Banks, represent more than 50% of the Total Commitments then in effect, and (ii) on the date of any request by the Borrower to extend the Commitments, the applicable conditions set forth in Section 5.3 shall be satisfied. No Commitment Extension shall result in the then-existing Maturity Date being more than five (5) years from the effective date of such Commitment Extension. No Bank shall be required to consent to any such extension request or be required to increase its Commitment. The Maturity Date with respect to any Bank that declines or does not respond to the Borrower’s request for an extension of the Commitments (a “Declining Bank”) shall remain the then-existing Maturity Date (without regard to any extension of the Commitments of other Banks); provided that the Borrower shall continue to have the right to replace any such Declining Bank Non-Extending Lender in accordance with Section 2.21. (c) If the Required Lenders have consented to the extension of the Revolving Loan Termination Date, the Revolving Loan Termination Date shall be extended (solely with respect to each Extending Lender) to the date that is one year after the then-effective Revolving Loan Termination Date, effective as of the date to be determined by the Agent and the Borrower (the “Extension Effective Date”). On or prior to the Extension Effective Date, the Borrower shall deliver to the Agent, in form and substance reasonably satisfactory to the Agent (i) the resolutions of the Borrower authorizing such extension, certified as being in effect as of the Extension Effective Date and the related incumbency certificate of the Borrower, (ii) a favorable opinion of counsel for the Borrower as to such matters as the Agent may reasonably request and (iii) a certificate of the Borrower stating that on and as of such Extension Effective Date, and after giving effect to the extension to be effective on such date, all or any portion of its Commitment) following conditions precedent to the effectiveness making of any such extensionLoan are true and correct. The On the earliest applicable Revolving Loan Termination Date, the Borrower will have the right to accept Commitments from any Eligible Assignee that is not a Bank in an aggregate amount up shall pay to the aggregate Agent, for the account of each applicable Non-Extending Lender, the principal amount of the Commitments of any Declining Banks; provided that any Eligible Assignee proposed all Loans outstanding owing to be substituted for a Declining Bank (unless such Eligible Assignee is an affiliate of a Bank) must be approved by the Administrative Agent, the Swingline Non-Extending Lender and all interest thereon and all fees and other amounts due and payable hereunder to such Non-Extending Lender accrued through the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned. The Borrower may only extend the Maturity Date twice during the term of this Agreement pursuant to this Section 2.7applicable Revolving Loan Termination Date.

Extension Option. The (a) Borrower may request that shall have the Commitments be extended for up option (each, an “Extension Option”), to two additional one year periods by providing not less than 30 days’ extend the Maturity Date of the Note from the Payment Date in July, 2006 (the “Original Maturity Date”), to the Payment Date in July, 2007 (the “First Extended Maturity Date”), from the First Extended Maturity Date to the Payment Date in July, 2008 (the “Second Extended Maturity Date”) and from the Second Extended Maturity Date to the Payment Date in July, 2009 (the “Final Maturity Date”), upon satisfaction of each of the following conditions (the “Extension Conditions”): (i) Borrower shall have given written notice (the date of such noticeeach, a an “Notice DateExtension Notice”) to the Administrative Agent Lender not less than sixty (60) days prior to any anniversary the Original Maturity Date, the First Extended Maturity Date or the Second Extended Maturity Date, as applicable, of its election to exercise the first, the second or the third Extension Option, as the case may be; (ii) no Default or Event of Default shall have occurred and be continuing on the Original Maturity Date, the First Extended Maturity Date or the Second Extended Maturity Date, as applicable; (iii) Borrower shall have paid to Lender on the First Extended Maturity Date a fee in connection with an extension to the Second Extended Maturity Date equal to the product of 0.125% and the Principal Indebtedness as of the Closing Date. If First Extended Maturity Date and on the Second Extended Maturity Date a Bank agrees, fee in its individual connection with an extension to the Final Extended Maturity Date equal to the product of 0.125% and sole discretion (and with the approval Principal Indebtedness as of the Swingline Lender and the Issuing BanksSecond Extended Maturity Date, such approval, (in each case, not to be unreasonably withheld, delayed or conditioned), to extend its Commitment taking into account any principal payments made on such date) (each such Bankfee, an “Extending BankExtension Fee”) (i.e. no Extension Fee shall be due and payable on the Original Maturity Date in connection with an extension to the First Extended Maturity Date), it will notify ; (iv) Borrower shall have purchased an interest rate cap for the Administrative Agent, in writing, of its decision to do so no later than 15 days after the applicable Notice Date (such extension decision, a “Commitment Extension”). The Administrative Agent will notify the Borrower, in writing, term of the Banks’ decisions promptly upon receipt thereof extension (or renewed the existing interest rate cap for such period) in each case from or with a Qualified Interest Rate Cap Counterparty, with a notional amount equal to the outstanding Principal Indebtedness and a strike rate equal to 5.00% and pursuant to documentation acceptable to the Lender and delivered to the Lender a fully executed Collateral Assignment of Hedge; and (v) with respect to the third Extension Option only, Borrower shall be in any event not later than one (1) Business Day after receipt thereof. The Extending Banks’ Commitments will be extended for an additional year from the then current Maturity Date so long as (i) the Commitments of the Extending Banks (after giving effect to any assumption by any Extending Banks of Commitments of Declining Banks as described below), together compliance with the Commitments of any New Banks that replace any Declining Banks, represent more than 50% of Loan to Value Test. (b) In the Total Commitments then in effect, and (ii) on event Borrower has timely given the date of any request by Extension Notice for the Borrower third Extension Option to extend the CommitmentsLender, the applicable conditions set forth in Section 5.3 shall be satisfied. No Commitment Extension shall result in the then-existing Maturity Date being more than five (5) years from the effective date of such Commitment Extension. No Bank Lender shall be required to consent notify Borrower by not later than the Payment Date prior to the Second Extended Maturity Date, of Borrower’s compliance or non-compliance with the Loan to Value Test. Borrower may make a voluntary prepayment of the Loan on the Second Extended Maturity Date, in order to be in compliance with the Loan to Value Test on such date (including from equity capital contributions from its principals). (c) Borrower may revoke any such extension request Extension Notice by written notice (or be required telephonic notice promptly confirmed in writing) to increase its Commitment. The the Lender on or prior to the tenth (10th) Business Day prior to the Original Maturity Date, the First Extended Maturity Date with respect to any Bank or the Second Extended Maturity Date, as applicable; provided, however, that declines or does not respond to the Borrower’s request for an extension of the Commitments (a “Declining Bank”) shall remain the then-existing Maturity Date (without regard to any extension of the Commitments of other Banks); provided that the Borrower shall continue to have pay the right to replace any such Declining Bank (reasonable out-of-pocket costs incurred by the Lender in connection with respect to all or any portion of its Commitment) following the effectiveness giving of any such extensionExtension Notice and its revocation. The Borrower will have the right to accept Commitments from any Eligible Assignee that is not a Bank in an aggregate amount up to the aggregate amount of the Commitments of any Declining Banks; provided that any Eligible Assignee proposed to be substituted for a Declining Bank (unless such Eligible Assignee is an affiliate of a Bank) must be approved by the Administrative Agent, the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned. The Borrower may only extend the Maturity Date twice during If the term of this Agreement the Loan is extended pursuant to the provisions of this Section 2.72.13, then all the other terms and conditions of the Loan Documents shall remain in full force and effect and unmodified.

Extension Option. (a) The Borrower Termination Date may request be extended in the manner set forth in this Section 2.19 for a period of one year from the Termination Date then in effect; provided that the Commitments Termination Date may only be extended for up to two additional one year periods by providing periods. If the Company wishes to request an extension of the Termination Date, the Company shall give written notice to that effect to the Agent not less than 30 days’ written notice (the date of such notice, a “Notice Date”) to the Administrative Agent 45 days nor more than 90 days prior to any each anniversary of the Closing Datedate hereof that occurs on or prior to the Termination Date then in effect, whereupon the Agent shall promptly notify each of the Banks of such request. Each Bank will use its best efforts to respond to such request, whether affirmatively or negatively, as it may elect in its sole and absolute discretion, within 30 days of such notice to the Agent. If a any Bank agrees, in its individual and sole discretion (and with the approval of the Swingline Lender and the Issuing Banksshall not have responded affirmatively within such 30-day period, such approval, in each case, not Bank shall be deemed to be unreasonably withheld, delayed or conditioned), have rejected the Company’s proposal to extend its Commitment (such Bank, an “Extending Bank”), it will notify the Administrative Agent, in writing, of its decision to do so no later than 15 days after the applicable Notice Date (such extension decision, a “Commitment Extension”). The Administrative Agent will notify the Borrower, in writing, of the Banks’ decisions promptly upon receipt thereof and in any event not later than one (1) Business Day after receipt thereof. The Extending Banks’ Commitments will be extended for an additional year from the then current Maturity Date so long as (i) only the Commitments of those Banks which have responded affirmatively shall be extended, subject to receipt by the Extending Banks Agent of counterparts of an Extension Agreement in substantially the form of Exhibit I hereto (after giving effect to any assumption the “Extension Agreement”) duly completed and signed by any Extending Banks of Commitments of Declining Banks as described below)the Company, together with the Commitments of any New Banks that replace any Declining Banks, represent more than 50% Agent and all of the Total Commitments then in effect, and (ii) on the date of any request by the Borrower to extend the Commitments, the applicable conditions set forth in Section 5.3 shall be satisfiedBanks which have responded affirmatively. No Commitment Extension shall result in the then-existing Maturity Date being more than five (5) years from the effective date of such Commitment Extension. No Bank shall be required to consent to any such extension request or be required to increase its Commitment. The Maturity Date with respect to any Bank that declines or does not respond to the Borrower’s request for an extension of the Commitments (a “Declining Bank”) pursuant to this Section 2.19 shall remain the then-existing Maturity Date (without regard to be legally binding on any extension party hereto unless and until such Extension Agreement is so executed and delivered by Banks having at least 66 2/3% of the Commitments of other Banks); provided that the Borrower shall continue to have the right to replace any such Declining Bank (with respect to all or any portion of its Commitment) following the effectiveness of any such extension. The Borrower will have the right to accept Commitments from any Eligible Assignee that is not a Bank in an aggregate amount up to the aggregate amount of the Commitments Commitments. (b) If any Bank rejects, or is deemed to have rejected, the Company’s proposal to extend its Commitment, (i) this Agreement shall terminate on the Termination Date then in effect with respect to such Bank, (ii) the Company shall pay to such Bank on such Termination Date any amounts due and payable to such Bank on such date and (iii) the Company may, if it so elects, designate a Person not theretofore a Bank and acceptable to the Agent to become a Bank, or agree with an existing Bank that such Bank’s Commitment shall be increased, provided that any designation or agreement may not increase the aggregate amount of the Commitments. Upon execution and delivery by the Company and such replacement Bank or other Person of an instrument of assumption in form and amount satisfactory to the Agent and execution and delivery of the Extension Agreement pursuant to Section 2.19(a), such existing Bank shall have a Commitment as therein set forth or such other Person shall become a Bank with a Commitment as therein set forth and all the rights and obligations of a Bank with such a Commitment hereunder. On the date of termination of any Declining BanksBank’s Commitment as contemplated by this subsection (b), the respective participations of the other Banks in all outstanding Letters of Credit shall be redetermined on the basis of their respective Commitments after giving effect to such termination, and the participation therein of the Bank whose Commitment is terminated shall terminate; provided that any Eligible Assignee proposed the Company shall, if and to the extent necessary to permit such redetermination of participations in Letters of Credit within the limits of the Commitments which are not terminated, prepay on such date a portion of the outstanding Loans, and such redetermination and termination of participations in outstanding Letters of Credit shall be substituted for a Declining Bank conditioned upon its having done so. (unless such Eligible Assignee is an affiliate c) The Agent shall promptly notify the Banks of a Bank) must be approved by the Administrative Agent, effectiveness of each extension of the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned. The Borrower may only extend the Maturity Date twice during the term of this Agreement Commitments pursuant to this Section 2.72.19.

Extension Option. The Borrower may request that Section 43.01 Tenant shall have the Commitments be extended for up right to two additional one year periods by providing not less than 30 days’ written notice (extend the date Term of the Lease provided Tenant at the time of the exercise of such right is not then in material default of this Lease beyond the expiration of applicable notice, a “Notice Date”) to grace and cure periods specified herein, or has not so materially defaulted more than two times in any twelve month period during the Administrative Agent prior to any anniversary of Term (i.e. the Closing DateExtension Option). If a Bank agrees, in its individual and sole discretion (and with Tenant shall have the approval of the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned), right to extend its Commitment (such Bank, an “Extending Bank”), it will notify the Administrative Agent, in writing, Term of its decision to do so no later than 15 days after the applicable Notice Date (such extension decision, a “Commitment Extension”). The Administrative Agent will notify the Borrower, in writing, of the Banks’ decisions promptly upon receipt thereof and in any event not later than this Lease for one (1) Business Day after receipt thereof. The Extending Banks’ Commitments will be extended for an additional year from the then current Maturity Date so long as (i) the Commitments period of the Extending Banks (after giving effect to any assumption by any Extending Banks of Commitments of Declining Banks as described below), together with the Commitments of any New Banks that replace any Declining Banks, represent more than 50% of the Total Commitments then in effect, and (ii) on the date of any request by the Borrower to extend the Commitments, the applicable conditions set forth in Section 5.3 shall be satisfied. No Commitment Extension shall result in the then-existing Maturity Date being more than five (5) years from (the effective date “Extension Period”), by notice in writing delivered to Landlord not later than fifteen (15) months prior to the Termination Date (the “Tenant Extension Notice”), time being of such Commitment Extensionthe essence. No Bank Once given, the Tenant Extension Notice is irrevocable, notwithstanding the subsequent procedures necessary to determine market rent. Section 43.02 Once Tenant has provided the Tenant Extension Notice then Annual Base Rent for the Extension Period shall be required determined in the following manner. Annual Base Rent shall be set for the Extension Period (the “Extension Rent”) at the then projected Market Rent (as defined below) (including annual escalations thereon for each year of the extended period, based on increases in the Consumer Price Index or fixed increases, as the case may be, as determined by then prevailing market forces). “Market Rent” as used herein shall be that rent charged for comparable first class office space in the downtown Financial District of Boston, taking into account all relevant prevailing market concessions then being offered for new and renewal space in that market area, at like kind properties to consent to any such extension request or be required to increase its Commitment. The Maturity Date with respect to any Bank that declines or does not respond tenants of comparable credit and for comparably sized space, including, without limitation, adjusting the base years for Operating Expenses and Real Estate Taxes for calculating Tenant’s percentage of increases in Real Estate Taxes and Operating Expenses to the Borrower’s tenth (10th) Lease Year, provided the Market Rent take such base year into account. Landlord and Tenant shall attempt to reach mutual agreement on Extension Rent. If however, after good faith attempts the Landlord and Tenant cannot agree on a figure for Extension Rent, then either party, upon written notice to the other, may request for an extension appraisal and arbitration of the Commitments (a “Declining Bank”) shall remain the then-existing Maturity Date (without regard to any extension of the Commitments of other Banks); issue as provided that the Borrower shall continue to have the right to replace any such Declining Bank (with respect to all or any portion of its Commitment) following the effectiveness of any such extension. The Borrower will have the right to accept Commitments from any Eligible Assignee that is not a Bank in an aggregate amount up to the aggregate amount of the Commitments of any Declining Banks; provided that any Eligible Assignee proposed to be substituted for a Declining Bank (unless such Eligible Assignee is an affiliate of a Bank) must be approved by the Administrative Agent, the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned. The Borrower may only extend the Maturity Date twice during the term of this Agreement pursuant to this Section 2.7below.

Extension Option. 5.2.1 The Borrower may may, by giving notice to the Facility Agent substantially in the form set out in Part 1 of Schedule 7 (Form of Extension Documents), (an Extension Request): 5.2.1.1 not less than 100 (one hundred) days (and not more than 120 (one hundred and twenty) days) before the first anniversary of Financial Close, request that the Commitments Initial Repayment Date be extended for up to two additional one year periods by providing the First Extended Repayment Date; and 5.2.1.2 not less than 30 100 (one hundred) days (and not more than 120 (one hundred and twenty) days’ ) before the second anniversary of Financial Close, request that the First Extended Repayment Date be extended to the Second Extended Repayment Date. 5.2.2 The Facility Agent must promptly, but in any event by no later than 2 (two) Business Days following receipt, notify the Lenders of the receipt of an Extension Request. 5.2.3 Each Lender shall notify the Facility Agent and the Borrower of its decision whether or not to consent to the Extension Request not more than 20 (twenty) Business Days after being notified by the Facility Agent of the Extension Request (the Extension Request End Date). A Lender who has consented to the Extension Request (the Extending Lenders), shall deliver a written notice (the date of such notice, a “Notice Date”) to the Administrative Facility Agent prior to any anniversary substantially in the form set out in Part 2 of the Closing DateSchedule 7 (Form of Extension Documents) (an Extension Acceptance Notice). If a Bank agrees, in its individual and sole discretion (and with Lender has not delivered an Extension Acceptance Notice on or before the approval of the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned), to extend its Commitment (such Bank, an “Extending Bank”)Extension Request End Date, it will notify the Administrative Agent, in writing, of its decision to do so no later than 15 days after the applicable Notice Date (such extension decision, a “Commitment Extension”). The Administrative Agent will notify the Borrower, in writing, of the Banks’ decisions promptly upon receipt thereof and in any event not later than one (1) Business Day after receipt thereof. The Extending Banks’ Commitments will be extended for an additional year from the then current Maturity Date so long as (i) the Commitments of the Extending Banks (after giving effect to any assumption by any Extending Banks of Commitments of Declining Banks as described below), together with the Commitments of any New Banks that replace any Declining Banks, represent more than 50% of the Total Commitments then in effect, and (ii) on the date of any request by the Borrower to extend the Commitments, the applicable conditions set forth in Section 5.3 shall be satisfied. No Commitment Extension shall result in the then-existing Maturity Date being more than five (5) years from the effective date of such Commitment Extension. No Bank shall be required deemed to have refused to consent to any such extension request or the Extension Request (together with a Lender who has explicitly refused to consent to an Extension Request, the Non-Extending Lenders). 5.2.4 Each Non-Extending Lender shall, on the Business Day immediately following the Extension Request End Date, be required to increase its Commitment. The Maturity Date with respect to any Bank that declines or does not respond to the Borrower’s request for an extension of the Commitments (a “Declining Bank”) shall remain the then-existing Maturity Date (without regard to any extension of the Commitments of other Banks); provided that the Borrower shall continue deemed to have the right to replace any such Declining Bank offered all (with respect to all or any portion and not part only) of its Commitment) following Available Commitment under Facility A and the effectiveness of any such extension. The Borrower will have the right to accept Commitments from any Eligible Assignee that is not a Bank in an aggregate amount up to the aggregate outstanding principal amount of such Non-Extending Lender's participation in the Commitments outstanding Facility A Loan (together with all of any Declining Banks; provided that any Eligible Assignee proposed its rights and obligations under the Finance Documents) to be substituted for a Declining Bank (unless such Eligible Assignee is an affiliate of a Bank) must be approved by the Administrative Agent, the Swingline each Extending Lender and the Issuing Banks, such approval, pro rata in each case, not to be unreasonably withheld, delayed or conditioned. The Borrower may only extend the Maturity Date twice during the term of this Agreement pursuant to this Section 2.7accordance with Clause 5.

Extension Option. The Borrower may request that the Commitments Maturity Date be extended for up to two one additional one year periods 364-day period by providing not less than 30 days’ written notice of such request (the date of such notice, a an “Notice DateExtension Notice”) to the Administrative Agent prior to any anniversary of the Closing DateAgent. If a Bank Lender agrees, in its individual and sole discretion (and with the approval of the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned)discretion, to extend the Maturity Date applicable to its Commitment Loan (such Bank, an “Extending BankLender”), it will notify the Administrative Agent, in writing, of its decision to do so no later than 15 days after the applicable Notice Date (such extension decision, a “Commitment Extension”)deadline specified by the Extension Notice. The Administrative Agent will notify the Borrower, in writing, of the BanksLenders’ decisions promptly upon receipt thereof and in any event not later than one (1) Business Day after receipt thereoffollowing such deadline. The Maturity Date for the Extending BanksLenders’ Commitments Loans will be extended for an additional year 364-day period from the then current existing Maturity Date so long (the “Existing Maturity Date”) and such extended Maturity Date shall become the Maturity Date (except as otherwise provided in this Section 2.18 as to Declining Lenders), provided, that (i) the Commitments of the Extending Banks (after giving effect to any assumption by any Extending Banks of Commitments of Declining Banks as described below), together with the Commitments of any New Banks that replace any Declining Banks, Extenders represent more than 50% of the Total Commitments then in effectoutstanding principal amount of the Loans, and (ii) on the date of any request all representations and warranties made by the Borrower in or pursuant to extend the CommitmentsLoan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date, (iii) no Default or Event of Default exists, except (A) any representations and warranties which are explicitly stated as having been made as of a specific date, which representations and warranties shall be true and correct in all material respects on and as of such date and (B) the applicable conditions representations and warranties set forth in Section 5.3 Sections 4.2, 4.7 and 4.11 shall be satisfied. No Commitment Extension shall result in the then-existing Maturity Date being more than five (5) years from the effective date of such Commitment Extension. No Bank shall not be required to consent be restated and (iv) the Borrower shall pay a fee to any such extension request or be required the Administrative Agent, for the ratable benefit of each Extender, equal to increase its Commitment. The 0.05% of the principal amount of the Loans for which the Maturity Date with respect to any Bank is extended, which fee shall be due and payable upon effectiveness of the extension. Any Lender that declines or does not respond to the Borrower’s request for an extension of the Commitments (a “Declining BankLender”) shall remain will have its Loan mature on the then-existing Existing Maturity Date (without regard to any extension of the Commitments of other Banks)Date; provided that the Borrower shall continue if any Declining Lender assigns pursuant to have the right to replace any such Declining Bank (with respect to Section 9.6(c) all or any portion of its Commitment) following the effectiveness of any such extension. The Borrower will have the right to accept Commitments from any Eligible Assignee that is not a Bank in an aggregate amount up Loan prior to the aggregate amount replacement of the Commitments of any Declining Banks; provided that any Eligible Assignee proposed to be substituted for a Declining Bank (unless such Eligible Assignee is an affiliate of a Bank) must be approved by the Administrative Agent, the Swingline Lender and the Issuing Banks, Assignee of such approval, in each case, not to be unreasonably withheld, delayed or conditioned. The Borrower may only extend the Maturity Date twice during the term of this Agreement pursuant to this Section 2.7.Active.40134080.7

Extension Option. The Borrower may request that the Commitments be extended for up to two additional one year periods by providing not less than 30 days’ written notice (the date of such notice, a “Notice Date”) to the Administrative Agent prior to any anniversary of the Closing Date. If a Bank agrees, in its individual and sole discretion (and with the approval of the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned), shall have an option to extend its Commitment (such Bank, an “Extending Bank”), it will notify the Administrative Agent, in writing, of its decision to do so no later than 15 days after the applicable Notice Date (such extension decision, a “Commitment Extension”). The Administrative Agent will notify the Borrower, in writing, of the Banks’ decisions promptly upon receipt thereof and in any event not later than one (1) Business Day after receipt thereof. The Extending Banks’ Commitments will be extended for an additional year from the then current Maturity Date so long as (i) the Commitments of the Extending Banks (after giving effect to any assumption by any Extending Banks of Commitments of Declining Banks as described below), together with the Commitments of any New Banks that replace any Declining Banks, represent more than 50% of the Total Commitments then in effect, and (ii) on the date of any request by the Borrower to extend the Commitments, the applicable conditions set forth in Section 5.3 shall be satisfied. No Commitment Extension shall result in the then-existing Maturity Date being more than five (5) years from the effective date of such Commitment Extension. No Bank shall be required to consent to any such extension request or be required to increase its Commitment. The Maturity Date with respect to any Bank that declines or does not respond to the Borrower’s request for an extension of the Commitments (a “Declining Bank”) shall remain the then-existing Maturity Date (without regard to any extension of the Commitments of other Banks); provided that the Borrower shall continue to have the right to replace any such Declining Bank (with respect to all or any portion of its Commitment) following the effectiveness of any such extension. The Borrower will have the right to accept Commitments from any Eligible Assignee that is not a Bank in an aggregate amount up to the aggregate amount of the Commitments of any Declining Banks; provided that any Eligible Assignee proposed to be substituted for a Declining Bank (unless such Eligible Assignee is an affiliate of a Bank) must be approved by the Administrative Agent, the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned. The Borrower may only extend the Maturity Date twice during the term of this Agreement (the “Option to Extend”) for an additional period of six (6) months from the Initial Maturity Date (the “Extended Maturity Date”) by giving written notice of such extension to Lender at least thirty (30) days prior to Initial Maturity Date, provided that each of the following must be satisfied as a condition to such extension: (a) no Default exists at the time such request is made and on the Initial Maturity Date; (b) Borrower delivers to Lender an officer’s certificate confirming the accuracy of the information contained in clause (a) above and clause (e) below, at the time such request is made and on the Initial Maturity Date; (c) Borrower shall pay to Lender on or before the Initial Maturity Date an extension fee in an amount equal to one percent (1%) of the then Outstanding Principal Balance of the Loan; (d) the Highland Park Tenant shall be not be in default in its obligations to pay Rent pursuant to the Highland Park Lease; (e) the Highland Park Tenant its successor or assign shall have entered in to a renewal of the DHS Services Agreement; (f) any and all representations and warranties provided for in any and all of the Loan Documents are true and accurate in all material respects at the time of the delivery of the notice of extension and on the first day of the Extension Term (except for those representations and warranties which no longer can be true due to the passage of time); (g) Borrower pays in cash all reasonable costs and expenses, including legal fees, incurred by Lender or otherwise involved in extending the term of this Section 2.7Agreement; and (h) at Lender’s option, the extension of the term of this Agreement shall be evidenced by an extension or renewal of or amendment to the Note and/or this Agreement or by the execution of a new note or such other documents as Lender may reasonably request in furtherance of such purpose. If Borrower is unable to satisfy all of the foregoing conditions within the applicable time frames for each, Lender shall have no obligation to extend the Maturity Date hereunder.

Extension Option. The Borrower may request that the Total Commitments be extended renewed for up to two additional one year periods by providing not less than 30 days’ written notice of such request (the date of such notice, a an “Notice DateExtension Notice”) to the Administrative Agent no more frequently than once in a calendar year; provided that the notice for the 2022 Extension shall not count towards the foregoing limitation; provided further that, following the 2022 Extension, no additional notice shall be permitted prior to any anniversary of the Closing DateJanuary 1, 2023. If a Bank Lender agrees, in its individual and sole discretion (and with the approval of the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned)discretion, to extend its Commitment (such Bank, an “Extending BankLender”), it will notify the Administrative Agent, in writing, of its decision to do so no later than 15 days after the applicable Notice Date (such extension decision, a “Commitment Extension”)deadline specified by the Extension Notice. The Administrative Agent will notify the Borrower, in writing, of the BanksLenders’ decisions promptly upon receipt thereof and in any event not later than one (1) Business Day after receipt thereoffollowing such deadline. The Extending BanksLenders’ Commitments will be extended renewed for an additional one year from the then current Maturity existing Termination Date so long and such extended Termination Date shall become the Termination Date (except as otherwise provided in this Section 2.18 as to Declining Lenders), provided, that (i) the Commitments of the Extending Banks (after giving effect to any assumption by any Extending Banks of Commitments of Declining Banks as described below), together with the Commitments of any New Banks that replace any Declining Banks, represent more than 50% of the Total Commitments then in effectis extended or otherwise committed to by Extending Lenders and any new Lenders, and (ii) on the date of any request all representations and warranties made by the Borrower in or pursuant to extend the CommitmentsLoan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date and (iii) no Default or Event of Default exists, except (A) any representations and warranties which are explicitly stated as having been made as of a specific date, which representations and warranties shall be true and correct in all material respects on and as of such date and (B) the applicable conditions representations and warranties set forth in Section 5.3 Sections 4.2, 4.7 and 4.11 shall be satisfied. No Commitment Extension shall result in the then-existing Maturity Date being more than five (5) years from the effective date of such Commitment Extension. No Bank shall not be required to consent to any such extension request or be required to increase its Commitmentrestated. The Maturity Date with respect to any Bank Any Lender that declines or does not respond to the Borrower’s request for an extension of the Commitments commitment renewal (a “Declining BankLender”) shall remain will have its Commitment terminated on the then-earlier of (i) the then existing Maturity Termination Date (without regard to any extension of renewals by other Lenders) (the Commitments of “Existing Termination Date”) and (ii) the date such Declining Lender is replaced in accordance with Section 2.17, and at such time the Borrower shall repay all Loans, participations in LC Disbursements and other Banks)amounts owing to such Declining Lender; provided that the Borrower shall continue to have the right to replace if any such Declining Bank (Lender or any Lender holding a Commitment with respect to a Non-Extended Termination Date ​ ​ assigns all or any portion of its CommitmentCommitment prior to its termination pursuant Section 9.6(c) following and the effectiveness Assignee of such Commitment agrees to extend the Termination Date of such assigned Commitment until the latest applicable Termination Date of other then-existing Commitments that have been extended pursuant to this Section 2.18, then the Termination Date of such assigned Commitment shall automatically be extended to the latest applicable Termination Date upon such assignment without the consent of the Administrative Agent or any such extensionother Lender. The Borrower will have the right to accept Commitments commitments from any Eligible Assignee that is third party financial institutions subject to the consent of the Administrative Agent and the Issuing Lenders (such consent of the Administrative Agent or the Issuing Lenders not a Bank to be unreasonably withheld) in an aggregate amount up to the aggregate amount of the Commitments of any Declining Banks; provided that any Eligible Assignee proposed to be substituted for a Declining Bank (unless such Eligible Assignee is an affiliate of a Bank) must be approved by the Administrative Agent, the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditionedLenders. The Borrower may only extend the Maturity Termination Date twice during the term of this Agreement pursuant to this Section 2.72.18 no more than twice following the Second Amendment Effective Date pursuant to this Section 2.18(provided that one of such extensions is the 2022 Extension).

Extension Option. The Borrower may request has the option to extend the Expiration Date for one twelve (12) month period in accordance with and subject to the terms and conditions of this Section 2.4 (the "Extension Option"). In the event that Agent determines in its sole discretion that the Commitments following conditions (collectively the "Conditions for Extension") have been satisfied, Borrower has the right to extend the Expiration Date to the last day of the Extension Period; provided, that Conditions for Extension (a), (c), (d), (e), (f) and (g) must be extended satisfied on the Extension Option Exercise Date and Conditions for up Extension (a), (b) (e), (f), (g) and (h) must be satisfied immediately prior to two additional one year periods the Extension Period Commencement Date: (a) no Potential Default or Event of Default exists; (b) the Extension LTV Requirement has been met or Borrower has made a Voluntary Prepayment in an amount necessary to reduce the outstanding principal balance of the Loan to the point where the Extension LTV Requirement is satisfied; (c) the Extension DSCR Requirement has been met or Borrower has made a Voluntary Prepayment to Lenders in an amount necessary to reduce the outstanding principal balance of the Loan to the point where the Extension DSCR Requirement is satisfied; (d) lien-free Completion of Construction has occurred; (e) payment of the Extension Fee to Agent has been made; (f) no Material Adverse Effect has occurred and is continuing; (g) IRET Guarantors are in compliance with the financial covenants set forth in the Payment Guaranty, as evidenced by providing not less a Compliance Certificate executed by IRET Properties and delivered to Agent; and (h) Agent has received a Date Down Endorsement or other endorsement to its Title Insurance Policy in form approved by Agent insuring the priority of the lien of the Mortgage in the amount of all Disbursements and containing no exceptions other than 30 days’ Permitted Encumbrances. Borrower will provide Agent with written notice (of its election to extend the date of such noticeExpiration Date in the form attached hereto as Exhibit 2.4, a “Notice Date”) to the Administrative Agent prior to any anniversary together with payment of the Closing Date. If a Bank agreesExtension Fee, in its individual and sole discretion (and with the approval of the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned), to extend its Commitment (such Bank, an “Extending Bank”), it will notify the Administrative Agent, in writing, of its decision to do so no later than 15 days after the applicable Notice Date (such extension decision, a “Commitment Extension”). The Administrative Agent will notify the Borrower, in writing, of the Banks’ decisions promptly upon receipt thereof and in any event not later than sixty (60) days and not sooner than one hundred twenty (1120) Business Day after receipt thereof. The Extending Banks’ Commitments will be extended for an additional year from days prior to the then current Maturity Date so long as (i) applicable Expiration Date. In the Commitments event that, for any reason, the Borrower fails to satisfy any of the Extending Banks (after giving effect to any assumption by any Extending Banks of Commitments of Declining Banks as described below)Conditions for Extension, together with the Commitments of any New Banks that replace any Declining Banks, represent more than 50% of the Total Commitments then Loan shall mature and be due and payable in effect, and (ii) full on the date of any request by the Borrower to extend the Commitments, the applicable conditions set forth in Section 5.3 shall be satisfied. No Commitment Extension shall result in the then-existing Maturity Date being more than five (5) years from the effective date of such Commitment Extension. No Bank shall be required to consent to any such extension request or be required to increase its Commitment. The Maturity Date with respect to any Bank that declines or does not respond to the Borrower’s request for an extension of the Commitments (a “Declining Bank”) shall remain the then-existing Maturity Date (without regard to any extension of the Commitments of other Banks); provided that the Borrower shall continue to have the right to replace any such Declining Bank (with respect to all or any portion of its Commitment) following the effectiveness of any such extension. The Borrower will have the right to accept Commitments from any Eligible Assignee that is not a Bank in an aggregate amount up to the aggregate amount of the Commitments of any Declining Banks; provided that any Eligible Assignee proposed to be substituted for a Declining Bank (unless such Eligible Assignee is an affiliate of a Bank) must be approved by the Administrative Agent, the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned. The Borrower may only extend the Maturity Date twice during the term of this Agreement pursuant to this Section 2.7original Expiration Date.

Extension Option. (a) The Borrower may request an extension of the Maturity Date for an additional 364-day period (the “Extended Maturity Date”); provided that (i) the Commitments be extended for up Borrower (A) provides written notice requesting the extension to two additional one year periods by providing the Administrative Agent not less than 30 days’ written notice days nor more than 60 days prior to the Maturity Date and (the date of such notice, a “Notice Date”B) delivers to the Administrative Agent prior to any anniversary a certificate signed by a duly authorized officer certifying a copy of the Closing resolutions of the Borrower’s Board of Directors approving the Extended Maturity Date, (ii) no Default or Event of Default has occurred and is continuing, and (iii) the Borrower has not exercised the Term-Out Option. If a Bank agreesThe Administrative Agent shall promptly notify each of the Lenders of such request. Each Lender will respond to such request, whether affirmatively or negatively, as it may elect in its individual sole discretion, within 10 Business Days of such notice to the Administrative Agent. The Commitments of those Lenders which have responded affirmatively shall be extended, subject to receipt by the Administrative Agent of counterparts of an Extension Agreement in substantially the form of Exhibit I hereto (the “Extension Agreement”) duly completed and sole discretion (signed by the Borrower, the Administrative Agent and with the approval all of the Swingline Lenders which have responded affirmatively. No extension of the Commitments pursuant to this Section 2.19 shall be legally binding on any party hereto unless and until such Extension Agreement is so executed and delivered by the Required Lenders. (b) If any Lender and rejects, or is deemed to have rejected, the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned), Borrower’s request to extend its Commitment (such Bankeach, an a “Non-Extending BankLender”), it will notify the Administrative Agent, in writing, of its decision to do so no later than 15 days after the applicable Notice Date (such extension decision, a “Commitment Extension”). The Administrative Agent will notify the Borrower, in writing, of the Banks’ decisions promptly upon receipt thereof and in any event not later than one (1) Business Day after receipt thereof. The Extending Banks’ Commitments will be extended for an additional year from the then current Maturity Date so long as (i) the Commitments of the Extending Banks (after giving effect to any assumption by any Extending Banks of Commitments of Declining Banks as described below), together with the Commitments of any New Banks that replace any Declining Banks, represent more than 50% of the Total Commitments then in effect, and (ii) this Agreement shall terminate on the date of any request by the Borrower to extend the Commitments, the applicable conditions set forth in Section 5.3 shall be satisfied. No Commitment Extension shall result in the then-existing Maturity Date being more than five (5) years from the effective date of such Commitment Extension. No Bank shall be required to consent to any such extension request or be required to increase its Commitment. The Maturity Date with respect to such Non-Extending Lender (provided that such Non-Extending Lender’s rights under Sections 2.11, 2.14 and 9.4 and obligations under Section 9.12 shall survive the Maturity Date as to matters occurring prior to such date), (ii) the Borrower shall pay to such Lender on the Maturity Date any Bank amounts due and payable hereunder to such Lender on such date and (iii) the Borrower may, if it so elects, designate a Person to become a Lender after consultation with the Administrative Agent, or agree with an existing Lender that declines or does not respond such Lender’s Commitment shall be increased, (each, an “Assuming Lender”), in each case to the Borrower’s request for an extension assume, effective as of the Maturity Date, any Non-Extending Lenders’ Commitments (a “Declining Bank”) shall remain the then-existing Maturity Date (without regard to any extension and all of the Commitments obligations of other Banks)such Non-Extending Lenders under this Agreement thereafter arising relating to such Commitments, without recourse to or warranty by, or expense to such Non-Extending Lenders; provided that the Borrower shall continue to have the right to replace any such Declining Bank (with respect to all designation or any portion of its Commitment) following the effectiveness of any such extension. The Borrower will have the right to accept Commitments from any Eligible Assignee that is agreement may not a Bank in an aggregate amount up to increase the aggregate amount of the Commitments under this Facility. The assumptions provided for in this Section 2.19(b) shall be subject to the conditions that: (i) the Assuming Lenders shall have paid to the Non-Extending Lenders (A) the aggregate principal amount of, and any interest and fees accrued and unpaid to but excluding the Maturity Date on, the outstanding Advances, if any, of the Non-Extending Lenders under their respective Commitments being assumed; (ii) all additional cost, reimbursements, expense reimbursements and indemnities due and payable to the Non-Extending Lenders in respect of such Commitments shall have been paid by the Borrower; and (iii) with respect to any Declining Bankssuch Assuming Lender, the applicable processing and recordation fee required under Section 9.7(a) for such assignment shall have been paid by the Assuming Lender (or, if it has been so agreed, by the Borrower); provided On or prior to the Maturity Date, (A) each Assuming Lender that is not an existing Lender shall have delivered to the Borrower and the Administrative Agent an Assignment and Acceptance or such other agreement acceptable to the Borrower and the Administrative Agent and (B) any Eligible Assignee proposed existing Lender assuming any Commitments shall have delivered confirmation in writing satisfactory to the Borrower and the Administrative Agent as to the increase in the amount of its Commitment. Upon execution and delivery of the documentation pursuant to the foregoing clauses (A) and (B) and the Extension Agreement pursuant to Section 2.19(a), the payment of all amounts referred to in clauses (i) through (iii) above, and subject to the requirements of the Patriot Act or any similar “know your customer” or other similar checks under all applicable laws and regulations with respect to Assuming Lenders that are not existing Lenders, the Assuming Lenders, as of the Maturity Date, will be substituted for a Declining Bank (unless the Non-Extending Lenders under this Agreement to the extent of their assumed Commitments and shall be Lenders for all purposes of this Agreement, without any further acknowledgment by or the consent of the other Lenders, and the obligations of the Non-Extending Lenders to such Eligible Assignee is an affiliate of a Bank) must be approved extent hereunder shall, by the Administrative Agentprovisions hereof, the Swingline Lender be released and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned. The Borrower may only extend the Maturity Date twice during the term of this Agreement pursuant to this Section 2.7discharged.

Extension Option. The Borrower may request shall have the option (the "Extension Option") to extend the Credit Facility by extending the Termination Date for a one-year period from and after the initial Termination Date of January 14, 2008, such Extension Option being exercisable only once as provided below, and subject to satisfaction of each of the following conditions: (a) Administrative Agent shall have received written notice of Borrower's election to exercise the Extension Option at least thirty (30) but no more than ninety (90) days before the Termination Date (as then in effect). (b) There shall exist no Default or Event of Default at the time Borrower elects to exercise the Extension Option or at the Termination Date (as then in effect). (c) Borrower and each Guarantor Subsidiary shall have executed and delivered to Administrative Agent a modification and extension agreement, confirming that the Commitments be extended entity documents for up Borrower and Guarantor Subsidiaries previously delivered to two additional one year periods by providing not less than 30 days’ written notice (the date of such notice, a “Notice Date”) to the Administrative Agent prior are still in force and effect, without modification, and such other documents as are reasonably requested by Administrative Agent to any anniversary of properly document the Closing Date. If a Bank agrees, in its individual and sole discretion extension. (and with the approval of the Swingline Lender and the Issuing Banks, such approval, in each case, not d) Borrower shall pay to be unreasonably withheld, delayed or conditioned), to extend its Commitment (such Bank, an “Extending Bank”), it will notify the Administrative Agent, in writing, of its decision to do so no later than 15 days after for the applicable Notice Date (such extension decision, a “Commitment Extension”). The Administrative Agent will notify the Borrower, in writing, benefit of the Banks’ decisions promptly upon receipt thereof and Lenders in any event not later than one (1) Business Day after receipt thereof. The Extending Banks’ Commitments will be extended for accordance with the respective Commitment Percentages of the Lenders as of the effective date of the extension, an additional year from non-refundable commitment fee in the then current Maturity Date so long as (i) the Commitments amount of the Extending Banks (after giving effect to any assumption by any Extending Banks of Commitments of Declining Banks as described below), together with the Commitments of any New Banks that replace any Declining Banks, represent more than 500.15% of the Total Commitments Commitment (the "Extension Fee") in consideration of the commitment of the Lenders to continue to make Advances to Borrower until the new extended Termination Date, which Extension Fee shall be due and payable at the time Borrower delivers its written notice of election to extend pursuant to Section 3.15(a). As of the date of Borrower's delivery of written notice regarding the Extension Option, the Extension Fee will have been earned in full and be a bona fide commitment fee intended as reasonable compensation to Lenders for the commitment to make Advances until the extended Termination Date. (e) Borrower shall pay to Administrative Agent all reasonable costs and expenses, including reasonable attorneys' fees, incurred in connection with such extension and the documentation thereof. (f) During the extended term, all terms and conditions of the Loan Documents (including but not limited to interest rates and payments) pertaining to the Credit Facility shall continue to apply; provided, however, that the term "Termination Date" and all references to such term in this Agreement and the other Loan Documents shall mean and refer to the extended Termination Date which shall be one year from the Termination Date as then in effect, and (ii) on . All references in this Agreement or any other Loan Document to the date exercise of any request by the Borrower Extension Option shall be deemed to extend the Commitments, the applicable refer to satisfaction of all conditions set forth in Section 5.3 shall be satisfied. No Commitment Extension shall result in the then-existing Maturity Date being more than five (5) years from the effective date of such Commitment Extension. No Bank shall be required to consent to any such extension request or be required to increase its Commitment. The Maturity Date with respect to any Bank that declines or does not respond to the Borrower’s request for an extension of the Commitments (a “Declining Bank”) shall remain the then-existing Maturity Date (without regard to any extension of the Commitments of other Banks); provided that the Borrower shall continue to have the right to replace any such Declining Bank (with respect to all or any portion of its Commitment) following the effectiveness of any such extension. The Borrower will have the right to accept Commitments from any Eligible Assignee that is not a Bank in an aggregate amount up to the aggregate amount of the Commitments of any Declining Banks; provided that any Eligible Assignee proposed to be substituted for a Declining Bank (unless such Eligible Assignee is an affiliate of a Bank) must be approved by the Administrative Agent, the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned. The Borrower may only extend the Maturity Date twice during the term of this Agreement pursuant to this Section 2.7above.

Extension Option. (a) The Borrower may request an extension of the Maturity Date for an additional 364-day period (the “Extended Maturity Date”); provided that (i) the Commitments be extended for up to two additional one year periods by providing not less than 30 days’ Borrower (A) provides written notice (requesting the date of such notice, a “Notice Date”) extension to the Administrative Agent not less than 25 days nor more than 60 days prior to any anniversary the Maturity Date and (B) delivers to the Administrative Agent a certificate signed by a duly authorized officer certifying a copy of the Closing resolutions of the Borrower’s Board of Directors approving the Extended Maturity Date, (ii) no Default or Event of Default has occurred and is continuing, and (iii) the Borrower has not exercised the Term-Out Option. If a Bank agreesThe Administrative Agent shall promptly notify each of the Lenders of such request. Each Lender will respond to such request, whether affirmatively or negatively, as it may elect in its individual sole discretion, within 10 Business Days of such notice to the Administrative Agent. The Commitments of those Lenders which have responded affirmatively shall be extended, subject to receipt by the Administrative Agent of counterparts of an Extension Agreement in substantially the form of Exhibit I hereto (the “Extension Agreement”) duly completed and sole discretion (signed by the Borrower, the Administrative Agent and with the approval all of the Swingline Lenders which have responded affirmatively. No extension of the Commitments pursuant to this Section 2.19 shall be legally binding on any party hereto unless and until such Extension Agreement is so executed and delivered by the Required Lenders. (b) If any Lender and rejects, or is deemed to have rejected, the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned), Borrower’s request to extend its Commitment (such Bankeach, an a “Non-Extending BankLender”), it will notify the Administrative Agent, in writing, of its decision to do so no later than 15 days after the applicable Notice Date (such extension decision, a “Commitment Extension”). The Administrative Agent will notify the Borrower, in writing, of the Banks’ decisions promptly upon receipt thereof and in any event not later than one (1) Business Day after receipt thereof. The Extending Banks’ Commitments will be extended for an additional year from the then current Maturity Date so long as (i) the Commitments of the Extending Banks (after giving effect to any assumption by any Extending Banks of Commitments of Declining Banks as described below), together with the Commitments of any New Banks that replace any Declining Banks, represent more than 50% of the Total Commitments then in effect, and (ii) this Agreement shall terminate on the date of any request by the Borrower to extend the Commitments, the applicable conditions set forth in Section 5.3 shall be satisfied. No Commitment Extension shall result in the then-existing Maturity Date being more than five (5) years from the effective date of such Commitment Extension. No Bank shall be required to consent to any such extension request or be required to increase its Commitment. The Maturity Date with respect to such Non-Extending Lender (provided that such Non-Extending Lender’s rights under Sections 2.11, 2.14 and 9.4 and obligations under Section 9.12 shall survive the Maturity Date as to matters occurring prior to such date), (ii) the Borrower shall pay to such Lender on the Maturity Date any Bank amounts due and payable hereunder to such Lender on such date and (iii) the Borrower may, if it so elects, designate a Person to become a Lender after consultation with the Administrative Agent, or agree with an existing Lender that declines or does not respond such Lender’s Commitment shall be increased, (each, an “Assuming Lender”), in each case to the Borrower’s request for an extension assume, effective as of the Maturity Date, any Non-Extending Lenders’ Commitments (a “Declining Bank”) shall remain the then-existing Maturity Date (without regard to any extension and all of the Commitments obligations of other Banks)such Non-Extending Lenders under this Agreement thereafter arising relating to such Commitments, without recourse to or warranty by, or expense to such Non-Extending Lenders; provided that the Borrower shall continue to have the right to replace any such Declining Bank (with respect to all designation or any portion of its Commitment) following the effectiveness of any such extension. The Borrower will have the right to accept Commitments from any Eligible Assignee that is agreement may not a Bank in an aggregate amount up to increase the aggregate amount of the Commitments under this Facility. The assumptions provided for in this Section 2.19(b) shall be subject to the conditions that: (i) the Assuming Lenders shall have paid to the Non-Extending Lenders (A) the aggregate principal amount of, and any interest and fees accrued and unpaid to but excluding the Maturity Date on, the outstanding Advances, if any, of the Non-Extending Lenders under their respective Commitments being assumed; (ii) all additional cost, reimbursements, expense reimbursements and indemnities due and payable to the Non-Extending Lenders in respect of such Commitments shall have been paid by the Borrower; and (iii) with respect to any Declining Bankssuch Assuming Lender, the applicable processing and recordation fee required under Section 9.7(a) for such assignment shall have been paid by the Assuming Lender (or, if it has been so agreed, by the Borrower); provided On or prior to the Maturity Date, (A) each Assuming Lender that is not an existing Lender shall have delivered to the Borrower and the Administrative Agent an Assignment and Acceptance or such other agreement acceptable to the Borrower and the Administrative Agent and (B) any Eligible Assignee proposed existing Lender assuming any Commitments shall have delivered confirmation in writing satisfactory to the Borrower and the Administrative Agent as to the increase in the amount of its Commitment. Upon execution and delivery of the documentation pursuant to the foregoing clauses (A) and (B) and the Extension Agreement pursuant to Section 2.19(a), the payment of all amounts referred to in clauses (i) through (iii) above, and subject to the requirements of the Patriot Act or any similar “know your customer” or other similar checks under all applicable laws and regulations with respect to Assuming Lenders that are not existing Lenders, the Assuming Lenders, as of the Maturity Date, will be substituted for a Declining Bank (unless the Non-Extending Lenders under this Agreement to the extent of their assumed Commitments and shall be Lenders for all purposes of this Agreement, without any further acknowledgment by or the consent of the other Lenders, and the obligations of the Non-Extending Lenders to such Eligible Assignee is an affiliate of a Bank) must be approved extent hereunder shall, by the Administrative Agentprovisions hereof, the Swingline Lender be released and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned. The Borrower may only extend the Maturity Date twice during the term of this Agreement pursuant to this Section 2.7discharged.

Extension Option. The Upon the satisfaction of the terms and conditions set forth in this Section 2.7.1, Borrower may request that shall have the Commitments be extended for up to two additional one year periods by providing not less than 30 days’ written notice option (the date of such notice, a “Notice DateExtension Option”) to extend the Administrative Agent prior to any anniversary Stated Maturity Date and the term of the Closing Loan for one (1) term of twelve (12) months (the “Extension Period”) to March 6, 2018 (the “Extended Maturity Date. If a Bank agrees”): (a) No Event of Default shall have occurred and then be continuing; (b) Lender shall have received from Borrower all sums then due and payable under the Loan Documents, including all payments of (or reimbursement of Lender for) any reasonable out of pocket miscellaneous fees or expenses (including, without limitation, any “protective advances” made by Lender in its individual and sole discretion (and with the approval respect of the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditionedLoan), to extend its Commitment ; (such Bank, an “Extending Bank”), it will c) Borrower shall notify the Administrative AgentLender, in writing, of its decision irrevocable election to do so no later than 15 days after extend the applicable Notice Maturity Date (such extension decision, a “Commitment Extension”). The Administrative Agent will notify the Borrower, in writing, of the Banks’ decisions promptly upon receipt thereof and in any event as aforesaid not later than thirty (30) days prior to the Stated Maturity Date, which notice shall be accompanied by payment to Lender of an extension fee equal to one quarter of one percent (10.25%) Business Day after receipt thereof. of the Outstanding Principal Balance; (d) The Extending Banks’ Commitments will Debt Service Coverage Ratio as of the date of commencement of the Extension Period shall be extended for an additional year from no less than 1.60:1.00; (e) The Loan-to-Value Ratio as of the then current Maturity Date so long as date of commencement of the Extension Period shall be no greater than sixty-eight percent (68%); (f) The Reserve Accounts, including, without limitation, the PIP Reserve Account, shall be funded by Borrowers in amounts reasonably required by Lender, including, without limitation, (i) amounts estimated by Lender as sufficient to pay all costs for which the Commitments of the Extending Banks (after giving effect to any assumption by any Extending Banks of Commitments of Declining Banks as described below), together with the Commitments of any New Banks that replace any Declining Banks, represent more than 50% of the Total Commitments then in effectReserve Funds were originally established, and (ii) any estimated or outstanding costs of completing all PIP Alterations and other expenditures required under any existing PIP Plans or other property improvement plans approved by Lender in accordance with the terms hereof, in the case of each of (i) and (ii), through the Extended Maturity Date; (g) Guarantors shall execute and deliver a reaffirmation, in form and substance reasonably satisfactory to Lender, of Guarantors’ respective obligations under each of the Loan Documents executed and delivered by them; (h) If the Interest Rate Protection Trigger Date has occurred prior to the Stated Maturity Date, then on or prior to Stated Maturity Date, Borrower shall either (i) extend the term of the then-existing Interest Rate Protection Agreement until the Extended Maturity Date or (ii) enter into a new Interest Rate Protection agreement which expires no earlier than the Extended Maturity Date, which extension or new agreement is on the date of any request by the Borrower to extend the Commitments, the applicable conditions same terms as set forth in Section 5.3 2.8.1, has the effect of capping LIBOR at three percent (3.0%) per annum through the Extended Maturity Date, has a notional amount equal to the Outstanding Principal Balance as of the stated Maturity Date, includes a consent or acknowledgement by the counterparty as described in Section 2.8.1, and is assigned to Lender pursuant to an Assignment of Interest Rate Protection Agreement as described in Section 2.8.1; (i) Borrowers provide an estoppel certificate or so-called “good standing letter” executed by each Franchisor under each Franchise Agreement not earlier than sixty (60) days prior to commencement of the Extension Period, in form and substance reasonably satisfactory to Lender, identifying the applicable Franchise Agreement and any amendments thereto, confirming that the applicable Borrower is not in default of any material obligation under the applicable Franchise Agreement, confirming the status of any PIP and PIP Work, and confirming that the applicable Franchise Agreement is in full force and effect (provided, however, that any outstanding franchisor notice relating to any guest satisfaction or similar program shall not be considered a default of a material obligation unless the condition resulting in such notice constitutes a breach or default by Borrower that, with the passage of time and/or delivery of notice, permits Franchisor to terminate or cancel the Franchise Agreement); (j) Borrowers shall deliver to Lender an Officer’s Certificate stating that all representations and warranties of Borrowers set forth in Article 3 remain true and correct, subject to any changes in facts or circumstances permitted to have occurred, or not prohibited from having occurred, pursuant to the terms of the Loan Documents (in which case such change of facts and circumstances shall be satisfied. No Commitment Extension set forth in such Officer’s Certificate with reference to the applicable representation(s) and warranty(ies)) or setting forth any exceptions to such representations and warranties, which exceptions shall be satisfactory to Lender; (k) The absence of any Governmental Matter which, in Lender’s reasonable business judgment exercised in good faith, could reasonably be likely to (i) result in a Material Adverse Effect or (ii) subject Lender to material reputational risk; provided, however, (A) Borrower may satisfy this condition notwithstanding the then-existing Maturity Date being more than five (5) years from the effective date existence of such Commitment Extension. No Bank shall be required to consent to any such extension request or be required to increase its Commitment. The Maturity Date with respect to any Bank that declines or does not respond a Governmental Matter if, prior to the Borrower’s request for an extension commencement of the Commitments Extension Period, Borrower, Guarantor, Affiliated Manager, any of their respective external corporate advisors (a “Declining Bank”including AR Capital, LLC) or any of their respective Affiliates, as applicable, acts to suspend, remove or otherwise terminate the power to control Borrower or Guarantor, directly or indirectly, of the Person(s) subject to such Governmental Matter, and Lender determines in its reasonable business judgment exercised in good faith that such suspension, removal or termination will prevent any of the circumstances set forth in clauses (i) and (ii) above from occurring; and (B) the condition in this clause (k) shall remain not apply if a Permitted Common Equity Buyout Event has occurred prior to the thenStated Maturity Date. (l) Borrowers shall deliver to Lender such other certificates, documents or instruments as Lender may reasonably require; and (m) Reimbursement to Lender of all of its out-existing Maturity Date (without regard to any extension of-pocket costs, including attorneys’ fees, incurred in connection with Borrowers’ exercise of the Commitments of other Banks); provided that the Borrower shall continue to have the right to replace any such Declining Bank (with respect to all or any portion of its Commitment) following the effectiveness of any such extension. The Borrower will have the right to accept Commitments from any Eligible Assignee that is not a Bank in an aggregate amount up to the aggregate amount of the Commitments of any Declining Banks; provided that any Eligible Assignee proposed to be substituted for a Declining Bank (unless such Eligible Assignee is an affiliate of a Bank) must be approved by the Administrative Agent, the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned. The Borrower may only extend the Maturity Date twice during the term of this Agreement pursuant to this Section 2.7Extension Option.

Extension Option. (a) Subject to the provisions of this Clause 2.5, the Borrower may request the exercise of the Extension Option by submitting an Extension Request to the Agent. The Borrower may request that submit no more than two Extension Requests. Any Extension Request is irrevocable and may not be withdrawn (b) An Extension Request shall not be valid unless it is delivered to the Commitments be extended for up to two additional one year periods by providing Agent on a Business Day falling not more than 60 days and not less than 30 days’ written days prior to the Termination Date which then applies (the Existing Termination Date). The Agent shall promptly forward any Extension Request to the Lenders, (c) Upon receipt of an Extension Request, each Lender (acting in its sole discretion) shall have the right to decide whether to accept or decline it, and if it agrees to accept it, what conditions (if any) it may wish to impose on its provision. (d) If a Lender axxxxx to accept the Extension Request then it must notify the Agent of its acceptance (such notice being a Notice of Extension) by no later than the date falling 20 days prior to the Existing Termination Date. Upon receipt of such Notice of Extension, the Agent shall promptly forward the same to the Borrower. If a Lender does not give such Notice of Extension by such date, that Lender shall be deemed to have refused that extension. Nothing shall oblige a Lender to agree to an Extension Request. (e) If a Lender has agreed to the request made in the Extension Request then, subject to paragraph (g) below, the Termination Date applicable to that Lender shall be extended to the date falling 365 days after the Existing Termination Date. (f) If a Lender has declined the request made in the Extension Request, the Borrower shall repay that Lender's xxxxxcipation in the Loans made to the Borrower on the Existing Termination Date. (g) Any agreement of a Lender under this Clause 2.5 to extend the Termination Date in respect of its Commitments is subject to the further conditions precedent that on the date of such notice, a “Notice Date”) to the Administrative Agent prior to any anniversary of the Closing Date. If a Bank agrees, in its individual and sole discretion (and with the approval of the Swingline Lender Extension Request and the Issuing Banks, such approval, date upon which it is proposed that the Termination Date is extended in each case, not to be unreasonably withheld, delayed or conditioned), to extend its Commitment accordance with paragraph (such Bank, an “Extending Bank”), it will notify the Administrative Agent, in writing, of its decision to do so no later than 15 days after the applicable Notice Date (such extension decision, a “Commitment Extension”). The Administrative Agent will notify the Borrower, in writing, of the Banks’ decisions promptly upon receipt thereof and in any event not later than one (1e) Business Day after receipt thereof. The Extending Banks’ Commitments will be extended for an additional year from the then current Maturity Date so long as above: (i) the Commitments of the Extending Banks (after giving effect to any assumption by any Extending Banks of Commitments of Declining Banks as described below), together with the Commitments of any New Banks that replace any Declining Banks, represent more than 50% of the Total Commitments then Repeating Representations are true in effect, and all material respects; and (ii) on the date of any request by the Borrower no Default is continuing or would be reasonably likely to extend the Commitments, the applicable conditions set forth in Section 5.3 shall be satisfied. No Commitment Extension shall result in the then-existing Maturity Date being more than five (5) years from the effective date of such Commitment Extension. No Bank shall be required to consent to any such extension request proposed extension. (h) On or be required to increase its Commitment. The Maturity Date with respect to any Bank that declines or does not respond to the Borrower’s request for an extension of the Commitments (a “Declining Bank”) shall remain the then-existing Maturity Date (without regard to before any extension of the Commitments of other Banks); provided that Termination Date, the Borrower shall continue pay to have the right to replace any such Declining Bank (with respect to all or any portion of its Commitment) following the effectiveness of any such extension. The Borrower will have the right to accept Commitments from any Eligible Assignee that is not a Bank Agent an extension fee in an aggregate amount up to be agreed at the time that the Extension Request is delivered (such fee to be determinted as a percentage of Commitments and distributed by the Agent to the aggregate amount of the Lenders who have agreed to extend their Commitments of any Declining Banks; provided that any Eligible Assignee proposed to be substituted for (on a Declining Bank (unless such Eligible Assignee is an affiliate of a Bank) must be approved by the Administrative Agent, the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditionedpro rata basis)). The Borrower may only extend the Maturity Date twice during the term of this Agreement pursuant to this Section 2.7.APJ/MSXM/076001.00588/80174749.8Page 26

Extension Option. (a) The Borrower Parent may, by giving notice to the Agent in writing (the “Extension Request”) not earlier than sixty (60) days and not later than thirty (30) days before the first anniversary of the Acquisition Completion Date, request an extension of the Initial Termination Date (the “Extension Option”) for a further period of 364 days (the “Extended Termination Date”) in respect of Facility A and (to the extent also requested) Facility B. For the avoidance of doubt, a Lender may request that the Commitments be extended for up to two additional one year periods by providing not less than 30 days’ written notice only extend its entire Facility A Commitment and (if applicable) its entire Facility B Commitment existing at the date of such notice, the Extension Request. (b) The Agent must forward a “Notice Date”copy of the Extension Request to each of the Lenders then participating in each applicable Facility as soon as reasonably practicable after receipt thereof. (c) Each applicable Lender shall notify the Agent of its decision (which shall be in its sole discretion) whether or not to agree to the Administrative Agent prior to any Extension Request not later than ten (10) days before the first anniversary of the Closing Acquisition Completion Date (and, if any applicable Lender has not notified the Agent of its acceptance of the Extension Request on or before such date, it shall be deemed to have refused the Extension Request) and the Agent shall notify the Parent whether or not each applicable Lender has agreed to the Extension Request as soon as reasonably practicable. (d) The Commitment of each Lender then participating in each applicable Facility that expressly agrees to an extension of the Initial Termination Date to the Extended Termination Date as requested in the Extension Request (each an “Accepting Lender”) will automatically be extended without the need for any further action by the Agent or those Lenders to the Extended Termination Date. . (e) The Parent shall pay to the Agent, for the account of each Accepting Lender, an extension fee in an amount to be agreed between the Accepting Lenders and the Parent on the Initial Termination Date or such other date agreed between the Accepting Lenders and the Parent. (f) If a Bank agrees, in its individual and sole discretion (and with the approval of the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned), to extend its Commitment (such Bank, an “Extending Bank”), it will notify the Administrative Agent, in writing, of its decision to do so no later than 15 days after the applicable Notice Date (such extension decision, a “Commitment Extension”). The Administrative Agent will notify the Borrower, in writing, of the Banks’ decisions promptly upon receipt thereof and in any event not later than one (1) Business Day after receipt thereof. The Extending Banks’ Commitments will be extended for an additional year from the then current Maturity Date so long as Lender: (i) the Commitments does not agree to an extension of the Extending Banks (after giving effect Initial Termination Date pursuant to any assumption by any Extending Banks of Commitments of Declining Banks as described below), together with the Commitments of any New Banks that replace any Declining Banks, represent more than 50% of the Total Commitments then in effect, and Extension Option; or (ii) on the date of any request by the Borrower to extend the Commitments, the applicable conditions set forth in Section 5.3 shall be satisfied. No Commitment Extension shall result in the then-existing Maturity Date being more than five (5) years from the effective date of such Commitment Extension. No Bank shall be required to consent to any such extension request or be required to increase its Commitment. The Maturity Date with respect to any Bank that declines or does not respond to the Borrower’s request for an extension Extension Request on or before the date falling five days before the first anniversary of the Commitments Acquisition Completion Date (in each case, a “Declining BankNon-Accepting Lender”), the Borrower shall ensure that: (A) all amounts (if any) in respect of such Non-Accepting Lender's Commitment under each Facility which are outstanding under the Finance Documents on the Initial Termination Date applicable to it are paid or repaid in full on such Initial Termination Date, together with accrued interest and all other amounts outstanding in relation to such participation. and (B) its Commitment under each Facility shall be reduced to zero and cancelled on the Initial Termination Date. (g) If there are any Accepting Lenders, the Parent and the Agent (acting on the instructions of the Accepting Lenders) shall remain agree a repayment profile for amounts outstanding under Facility A following the then-existing Maturity Initial Termination Date (without regard prior to any extension of Facility A Commitments under this Clause 2.2. (h) For the Commitments avoidance of other Banks); provided that the Borrower shall continue to have the right to replace any such Declining Bank (with respect to all or any portion of its Commitment) following the effectiveness of any such extension. The Borrower will have the right to accept Commitments from any Eligible Assignee that doubt, unless it is not a Bank in an aggregate amount up to the aggregate amount of the Commitments of any Declining Banks; provided that any Eligible Assignee proposed to be substituted for a Declining Bank (unless such Eligible Assignee is an affiliate of a Bank) must be approved held by the Administrative AgentSpecific Tranche Lender at that time, each Specific Tranche may be extended on the Swingline Lender same basis as all other amounts under Facility A and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned. The Borrower may only extend the Maturity Date twice during the term of Facility B under this Agreement pursuant to this Section 2.7Clause 2.2.

Extension Option. The Borrower may request that extend the Commitments be extended Revolving Credit Maturity Date two (2) times only for up to two additional one year periods a period of six (6) months per extension upon satisfaction of the following terms and conditions for each extension: (i) delivery by providing not less than 30 days’ the Borrower of a written notice (the date of such notice, a “Notice Date”) to the Administrative Agent prior to any anniversary of the Closing Date. If a Bank agrees, in its individual and sole discretion (and with the approval of the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned), to extend its Commitment (such Bank, an “Extending BankExtension Notice”), it will notify the Administrative Agent, in writing, of its decision to do so no later ) on or before a date that is not more than 15 one hundred twenty (120) days after the applicable Notice Date (such extension decision, a “Commitment Extension”). The Administrative Agent will notify the Borrower, in writing, of the Banks’ decisions promptly upon receipt thereof and in any event not later nor less than one (1) Business Day after receipt thereof. The Extending Banks’ Commitments will be extended for an additional year from month prior to the then current scheduled Revolving Credit Maturity Date, which Extension Notice Administrative Agent shall promptly deliver to the Revolving Credit Banks and which Extension Notice shall include a certification dated as of the date of such Extension Notice signed by a duly authorized signatory of the Borrower, stating, to the best of the certifying party’s knowledge, (x) all representations and warranties contained in this Agreement and in each of the other Loan Documents are true and correct in all material respects (except to the extent any such representation or warranty is qualified by “materiality”, “Material Adverse Effect” or a similar qualifier, in which case it shall be true and correct in all respects) and as of the date of such Extension Notice (except in those cases where such representation or warranty expressly relates to an earlier date, in which case such representations and warranties were true and correct in all material respects (except to the extent any such representation or warranty is qualified by “materiality”, “Material Adverse Effect” or a similar qualifier, in which case it shall be true and correct in all respects) as of such earlier date and except for changes in factual circumstances not prohibited under the Loan Documents), and (y) no Event of Default has occurred and is continuing; (ii) no Event of Default shall have occurred and be continuing on the original Revolving Credit Maturity Date so long as (ian “Extension Date”), and (iii) the Commitments of Borrower shall pay to the Extending Banks (after giving effect Administrative Agent on or before such Extension Date a fee equal to any assumption by any Extending Banks of Commitments of Declining Banks as described below), together with the Commitments of any New Banks that replace any Declining Banks, represent more than 500.0625% of the Total Commitments then in effectRevolving Loan Amount for each extension on such Extension Date, and (ii) on the date of any request by the Borrower to extend the Commitments, the applicable conditions set forth in Section 5.3 which fee shall be satisfied. No Commitment Extension shall result in the then-existing Maturity Date being more than five (5) years from the effective date of such Commitment Extension. No Bank shall be required distributed by Administrative Agent pro rata to consent to any such extension request or be required to increase its Commitment. The Maturity Date with respect to any Bank that declines or does not respond to the Borrower’s request for an extension each of the Commitments (a “Declining Revolving Credit Banks based on each Bank”) shall remain the then-existing Maturity Date (without regard to any extension of the Commitments of other Banks); provided that the Borrower shall continue to have the right to replace any such Declining Bank (with respect to all or any portion of its Commitment) following the effectiveness of any such extension. The Borrower will have the right to accept Commitments from any Eligible Assignee that is not a Bank in an aggregate amount up to the aggregate amount of the Commitments of any Declining Banks; provided that any Eligible Assignee proposed to be substituted for a Declining Bank (unless such Eligible Assignee is an affiliate of a Bank) must be approved by the Administrative Agent, the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned. The Borrower may only extend the Maturity Date twice during the term of this Agreement pursuant to this Section 2.7’s Revolving Commitment Percentage.

Extension Option. The Borrower may request that (a) Tenant shall have the Commitments be extended for up to two additional one year periods by providing not less than 30 days’ written notice (the date of such notice, a “Notice Date”) to the Administrative Agent prior to any anniversary of the Closing Date. If a Bank agrees, in its individual right and sole discretion (and with the approval of the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned), option to extend its Commitment the Lease for one (such Bank, an 1) additional and consecutive period of three (3) years under the same terms and conditions as stated in the Lease (“Extending BankExtension Option”), it will notify with the Administrative Agent, in writing, of its decision to do so exceptions that (a) no later than 15 days after the applicable Notice Date further extension options shall exist and (b) monthly rental for such extension decisionterm shall be based on the then prevailing market rental rate as determined by Landlord in good faith based on then recent lease extensions within the Building and surrounding buildings and taking into consideration Tenant’s use and financial strength and other relevant factors, a but in no event shall be less than the monthly rental in effect for the last month of the Term immediately prior to the extension (“Commitment ExtensionMarket Rental Rate”). Following Tenant’s exercise of the Extension Option, Tenant may reject the Extension Option granted herein within ten (10) business days following delivery to Tenant of Landlord’s determination of the Market Rental Rate (“Rate Notice”). The Administrative Agent will notify the BorrowerExtension Option shall be exercisable by Tenant, in writingif at all, only by timely delivery to Landlord of written notice of election at least twelve (12) months prior to Expiration Date of the Banks’ decisions promptly upon receipt thereof and in any event not later than one (1) Business Day after receipt thereofLease. The Extending Banks’ Commitments will option herein granted shall be extended for an additional year from the then current Maturity Date so long as (i) the Commitments deemed to be personal to Tenant, and if Tenant subleases any portion of the Extending Banks Premises or otherwise assigns or transfers any interest thereof to another party (after giving effect to any assumption by any Extending Banks of Commitments of Declining Banks as described belowother than a Permitted Transferee), together such option shall lapse. In the event that Tenant is in default of any term or condition at the time of its exercise notice beyond any applicable notice and grace period, then there shall be no extension of the Lease as provided herein. (b) If Tenant desires to continue with the Commitments of any New Banks that replace any Declining Banksextension, represent more than 50% of but objects to the Total Commitments Market Rental Rate determined by Landlord, then in effect, and Tenant must object to the same within said ten (ii10) on the date of any request by the Borrower to extend the Commitments, the applicable conditions set forth in Section 5.3 shall be satisfiedbusiness day period. No Commitment Extension shall result in the then-existing Maturity Date being more later than five (5) years from business days thereafter, Landlord and Tenant shall meet in an effort to negotiate, in good faith, the effective date Market Rental Rate applicable to the Premises. If Landlord and Tenant have not agreed upon the Market Rental Rate applicable to the Premises within five (5) business days after meeting, then Landlord and Tenant shall each appoint a broker not later than forty-five (45) days following Landlord’s delivery of such Commitment Extensionthe Rate Notice. No Bank If Landlord’s broker and Tenant’s broker have failed to agree upon the Market Rental Rate within sixty (60) days following delivery of the Rate Notice, the two (2) appointed brokers shall appoint a third broker (within five (5) business days following the expiration of said sixty (60) day period), and the Market Rental Rate shall be required the arithmetic average of two (2) of the three (3) determinations which are the closest in amount, and the third determination shall be disregarded. If either Landlord or Tenant fails to consent to any such extension request or be required to increase its Commitment. The Maturity Date with respect to any Bank that declines or does not respond appoint a broker within the prescribed time period, the failing party shall pay to the Borrower’s request other party as liquidated damages One Hundred Dollars ($100.00) per day for an extension of the Commitments (a “Declining Bank”) shall remain the then-existing Maturity Date (without regard to any extension of the Commitments of other Banks); provided that the Borrower shall continue to have the right to replace any such Declining Bank (with respect to all or any portion of its Commitment) each day following the effectiveness of any deadline that such extension. The Borrower will have the right party fails to accept Commitments from any Eligible Assignee that is not appoint a Bank in an aggregate amount up to the aggregate amount of the Commitments of any Declining Banks; provided that any Eligible Assignee proposed to be substituted for a Declining Bank (unless such Eligible Assignee is an affiliate of a Bank) must be approved by the Administrative Agent, the Swingline Lender and the Issuing Banks, such approval, in each casebroker, not to exceed Five Hundred Dollars ($500.00). If the two (2) appointed brokers fail to agree upon a third broker, then the parties shall have the local office of the American Arbitration Association appoint the third broker and the parties shall share equally in the cost of such arbitration. Each party shall bear the costs of its own broker, and the parties shall share equally the cost of the third broker, if applicable. Each broker shall have at least ten (10) years’ experience in the leasing of similar commercial buildings in the submarket in which the Building is located and shall be unreasonably withheld, delayed or conditioned. The Borrower may only extend the Maturity Date twice during the term of this Agreement pursuant to this Section 2.7a licensed real estate broker.

Extension Option. (a) The Borrower Termination Date may request be extended in the manner set forth in this Section for a period of one year from the Termination Date then in effect; provided that the Commitments Termination Date may only be extended for up to two additional one year periods by providing not less than 30 days’ periods. If the Borrower wishes to request an extension of the Termination Date, the Borrower shall give written notice (the date of such notice, a “Notice Date”) to that effect to the Administrative Agent not less than 45 days nor more than 90 days prior to any each anniversary of the Closing Datedate hereof that occurs on or prior to the Termination Date then in effect, whereupon the Administrative Agent shall promptly notify each of the Banks of such request. Each Bank will use its best efforts to respond to such request, whether affirmatively or negatively, as it may elect in its sole and absolute discretion, within 30 days of such notice to the Administrative Agent. If a any Bank agrees, in its individual and sole discretion (and with the approval of the Swingline Lender and the Issuing Banksshall not have responded affirmatively within such 30-day period, such approval, in each case, not Bank shall be deemed to be unreasonably withheld, delayed or conditioned), have rejected the Borrower’s proposal to extend its Commitment and only the Commitments of those Banks which have responded affirmatively shall be extended, subject to receipt by the Administrative Agent of counterparts of an Extension Agreement in substantially the form of Exhibit L hereto (the “Extension Agreement”) duly completed and signed by the Borrower, the Administrative Agent and all of the Banks which have responded affirmatively. No extension of the Commitments pursuant to this Section 2.19 shall be legally binding on any party hereto unless and until such Extension Agreement is so executed and delivered by Banks having at least 66 2/3% of the aggregate amount of the Commitments. (b) If any Bank rejects, or is deemed to have rejected, the Borrower’s proposal to extend its Commitment, (A) this Agreement shall terminate on the Termination Date then in effect with respect to such Bank, (B) the Borrower shall pay to such Bank on such Termination Date any amounts due and payable to such Bank on such date and (C) the Borrower may, if it so elects, designate a Person not theretofore a Bank and acceptable to the Administrative Agent to become a Bank, or agree with an “Extending existing Bank that such Bank”’s Commitment shall be increased, provided that any designation or agreement may not increase the aggregate amount of the Commitments. Upon execution and delivery by the Borrower and such replacement Bank or other Person of an instrument of assumption in form and amount satisfactory to the Administrative Agent and execution and delivery of the Extension Agreement pursuant to Section 2.19(a), it will notify such existing Bank shall have a Commitment as therein set forth or such other Person shall become a Bank with a Commitment as therein set forth and all the Administrative Agentrights and obligations of a Bank with such a Commitment hereunder. On the date of termination of any Bank’s Commitment as contemplated by this subsection (b), in writing, of its decision to do so no later than 15 days after the applicable Notice Date (such extension decision, a “Commitment Extension”). The Administrative Agent will notify the Borrower, in writing, respective participations of the Banks’ decisions promptly upon receipt thereof and other Banks in any event not later than one (1) Business Day after receipt thereof. The Extending Banks’ all outstanding Letters of Credit shall be redetermined on the basis of their respective Commitments will be extended for an additional year from the then current Maturity Date so long as (i) the Commitments of the Extending Banks (after giving effect to any assumption by any Extending Banks of Commitments of Declining Banks as described below)such termination, together with and the Commitments of any New Banks that replace any Declining Banks, represent more than 50% participation therein of the Total Commitments then in effect, and (ii) on the date of any request by the Borrower to extend the Commitments, the applicable conditions set forth in Section 5.3 Bank whose Commitment is terminated shall be satisfied. No Commitment Extension shall result in the then-existing Maturity Date being more than five (5) years from the effective date of such Commitment Extension. No Bank shall be required to consent to any such extension request or be required to increase its Commitment. The Maturity Date with respect to any Bank that declines or does not respond to the Borrower’s request for an extension of the Commitments (a “Declining Bank”) shall remain the then-existing Maturity Date (without regard to any extension of the Commitments of other Banks)terminate; provided that the Borrower shall continue shall, if and to have the right extent necessary to replace any permit such Declining Bank (with respect to all or any redetermination of participations in Letters of Credit within the limits of the Commitments which are not terminated, prepay on such date a portion of the outstanding Loans, and such redetermination and termination of participations in outstanding Letters of Credit shall be conditioned upon its Commitmenthaving done so. (c) following The Administrative Agent shall promptly notify the Banks of the effectiveness of any such extension. The Borrower will have the right to accept Commitments from any Eligible Assignee that is not a Bank in an aggregate amount up to the aggregate amount each extension of the Commitments of any Declining Banks; provided that any Eligible Assignee proposed to be substituted for a Declining Bank (unless such Eligible Assignee is an affiliate of a Bank) must be approved by the Administrative Agent, the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned. The Borrower may only extend the Maturity Date twice during the term of this Agreement pursuant to this Section 2.72.19. (e) Section 4.04(a) of the Credit Agreement is amended by changing the reference to the date “January 1, 2005” to “December 31, 2005” and the reference to “Borrower’s 2004 Annual Report” to “Borrower’s 2005 Annual Report”. (f) Section 4.04(c) of the Credit Agreement is amended by changing the reference to the date “March 31, 2005” to “December 31, 2005”. (g) Section 4.04(b) of the Credit Agreement is deleted.

Extension Option. (a) The Borrower shall have two options (each, an “Extension Option”) to extend the maturity of the Revolving Credit Commitments for a period of six (6) months per extension (each such period, an “Extension Period”). Subject to the conditions set forth in clause (b) below, Borrower may request that the Commitments be extended for up to two additional one year periods exercise each Extension Option by providing not less than 30 days’ delivering written notice (the date of such notice, a “Notice Date”) to the Administrative Agent prior to any anniversary of the Closing Date. If a Bank agrees, in its individual and sole discretion (and with the approval of the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned), to extend its Commitment (such Bank, an “Extending BankExtension Notice”), it will notify the Administrative Agent, in writing, of its decision to do so no later than 15 days after the applicable Notice Date (such extension decision, a “Commitment Extension”). The Administrative Agent will notify the Borrower, in writing, of the Banks’ decisions promptly upon receipt thereof and in any event not later than one (1) Business Day after receipt thereof. The Extending Banks’ Commitments will be extended for an additional year from the then current Maturity Date so long as (i) the Commitments of the Extending Banks (after giving effect to any assumption by any Extending Banks of Commitments of Declining Banks as described below), together with the Commitments payment of any New Banks the first installment of the Extension Fee for the account of the Lenders (based on their respective Pro Rata Shares), to the Administrative Agent on or before the date that replace any Declining Banksis at least 30 days, represent but not more than 50% 180 days, prior to the then applicable Revolving Credit Termination Date, stating that Borrower will extend the Revolving Credit Termination Date for six (6) months (or if such date that is six (6) months after the Revolving Credit Termination Date is not a Business Day, the next succeeding Business Day). Borrower’s delivery of an Extension Notice shall be irrevocable. In no event shall the Total Commitments then in effectRevolving Credit Termination Date occur later than June 30, 2023. (b) The Borrower’s right to exercise each Extension Option shall be subject to the following terms and conditions: (i) no Potential Event of Default or Event of Default shall have occurred and be continuing either on the date Borrower delivers the applicable Extension Notice to the Administrative Agent or on the date that this Agreement would otherwise have terminated, (ii) all of the representations and warranties of the Borrower contained in Section 7.1 and in any other Loan Document (other than representations and warranties which expressly speak as of a different date, in which case, such representations and warranties shall have been true and correct as of such date) shall be true and correct in all material respects (or in the case of any representation or warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language, true and correct in all respects after giving effect to such qualification) as of the date Borrower delivers the applicable Extension Notice to the Administrative Agent and on the date that this Agreement would otherwise have terminated and (iii) the Borrower shall have paid the first installment of the Extension Fee to the Administrative Agent for the account of the Lenders (based on their respective Pro Rata Shares). (c) If the Borrower exercises any Extension Option, the Borrower shall pay the first installment of the Extension Fee on the date of any request by the Borrower to extend Extension Notice and shall pay the Commitments, second installment of the Extension Fee on the first day of the fourth month of the applicable conditions set forth in Section 5.3 shall be satisfied. No Commitment Extension shall result in the then-existing Maturity Date being more than five (5) years from the effective date of such Commitment Extension. No Bank shall be required to consent to any such extension request or be required to increase its Commitment. The Maturity Date with respect to any Bank that declines or does not respond to the Borrower’s request for an extension of the Commitments (a “Declining Bank”) shall remain the then-existing Maturity Date (without regard to any extension of the Commitments of other Banks); provided that the Borrower shall continue to have the right to replace any such Declining Bank (with respect to all or any portion of its Commitment) following the effectiveness of any such extension. The Borrower will have the right to accept Commitments from any Eligible Assignee that is not a Bank in an aggregate amount up to the aggregate amount of the Commitments of any Declining Banks; provided that any Eligible Assignee proposed to be substituted for a Declining Bank (unless such Eligible Assignee is an affiliate of a Bank) must be approved by the Administrative Agent, the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned. The Borrower may only extend the Maturity Date twice during the term of this Agreement pursuant to this Section 2.7Period.

Extension Option. The Borrower may request that Lender extend (the Commitments “Extension Option”) the Stated Maturity Date to February 7, 2024 (the “Extended Stated Maturity Date”). Upon receipt of any such request to so extend the Stated Maturity Date, Lender will promptly confirm to Borrower in writing that the Stated Maturity Date will be so extended for up upon the satisfaction each of the following conditions, with no extension fee or other fee payable to two additional one year periods by providing Lender. (a) Borrower will give Lender its written notice requesting such extension (an “Extension Notice”) not less than 30 days’ written notice (the date of such notice, a “Notice Date”) to the Administrative Agent 60 days prior to any anniversary of original or then-current Stated Maturity Date, as applicable (i.e., the Closing Date. If a Bank agrees, in its individual and sole discretion (and with the approval of the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned), to extend its Commitment (such Bank, an “Extending Bank”), it will notify the Administrative Agent, in writing, of its decision to do so no later than 15 days after the applicable Notice Date (such extension decision, a “Commitment Extension”). The Administrative Agent will notify the Borrower, in writing, of the Banks’ decisions promptly upon receipt thereof and in any event not later than one (1) Business Day after receipt thereof. The Extending Banks’ Commitments will be extended for an additional year from the then then-current Maturity Date so long as (i) the Commitments of the Extending Banks (after without giving effect to any assumption by any Extending Banks the requested extension) (the “Current Maturity Date”); (b) No Event of Commitments of Declining Banks as described belowDefault exists at the time such request is made and on the then-current Stated Maturity Date (i.e., the then-current Stated Maturity Date without giving effect to the requested extension), together with the Commitments of any New Banks that replace any Declining Banks, represent and no more than 50% two Events of Default have occurred before the time that such request is made (including an Event of Default that is continuing at the time that the request is made); (c) Borrower delivers to Lender an Officer’s Certificate confirming the accuracy of the Total Commitments then information contained in effect, clause (b) above; and (ii) on the date of With respect to any request by the Borrower to extend the Commitments, the applicable conditions set forth in Section 5.3 shall be satisfied. No Commitment Extension shall result in the then-existing Stated Maturity Date being more than five (5) years from the effective date of such Commitment Extension. No Bank shall be required to consent to any such extension request or be required to increase its Commitment. The Maturity Date with respect to any Bank that declines or does not respond to the Borrower’s request for an extension of the Commitments (a “Declining Bank”) shall remain the then-existing Maturity Date (without regard to any extension of the Commitments of other Banks); provided that the Borrower shall continue to have the right to replace any such Declining Bank (with respect to all or any portion of its Commitment) following the effectiveness of any such extension. The Borrower will have the right to accept Commitments from any Eligible Assignee that is not a Bank in an aggregate amount up to the aggregate amount of the Commitments of any Declining Banks; provided that any Eligible Assignee proposed to be substituted for a Declining Bank (unless such Eligible Assignee is an affiliate of a Bank) must be approved by the Administrative Agent, the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned. The Borrower may only extend the Maturity Date twice during the term of this Agreement pursuant to this Section 2.72.6, if Borrower is unable to satisfy all of the foregoing conditions within the applicable time frames for each such condition, Lender will have no obligation to extend the Stated Maturity Date hereunder. As this Extension Option results in Lender receiving additional interest, and Borrower having additional time to repay the principal and paying additional interest, Borrower and Lender each acknowledge there is sufficient consideration for the Extension Option.

Extension Option. (a) The Borrower Maturity Date may request be extended in the manner set forth in this Section 2.21 for a period of one year from the Maturity Date then in effect; provided that the Commitments Maturity Date may only be extended for up to two additional one year periods by providing not less than 30 days’ periods. If the Borrower wishes to request an extension of the Maturity Date, the Borrower shall give written notice (the date of such notice, a “Notice Date”) to that effect to the Administrative Agent not less than 45 days nor more than 90 days prior to any the first or second anniversary of the Closing Date, or at both times, whereupon the Administrative Agent shall promptly notify each of the Lenders of such request. Each Lender will use its best efforts to respond to such request, whether affirmatively or negatively, as it may elect in its sole and absolute discretion, within 30 days of such notice to the Borrower and the Administrative Agent. If a Bank agrees, in its individual and sole discretion (and with the approval of the Swingline any Lender and the Issuing Banksshall not have responded affirmatively within such 30-day period, such approval, in each case, not Lender shall be deemed to be unreasonably withheld, delayed or conditioned), have rejected the Borrower’s proposal to extend its Commitment (such Bankand only the Commitments of those Lenders which have responded affirmatively shall be extended, an “Extending Bank”), it will notify subject to receipt by the Administrative Agent, Agent of counterparts of an Extension Agreement in writing, substantially the form of its decision to do so no later than 15 days after Exhibit D hereto (the applicable Notice Date (such extension decision, a “Commitment ExtensionExtension Agreement”). The Administrative Agent will notify ) duly completed and signed by the Borrower, in writing, the Administrative Agent and all of the Banks’ decisions promptly upon receipt thereof and in any event not later than one (1) Business Day after receipt thereofLenders which have responded affirmatively. The Extending Banks’ Commitments will be extended for an additional year from the then current Maturity Date so long as (i) No extension of the Commitments of the Extending Banks (after giving effect pursuant to this Section 2.21 shall be legally binding on any assumption party hereto unless and until such Extension Agreement is so executed and delivered by any Extending Banks of Commitments of Declining Banks as described below), together with the Commitments of any New Banks that replace any Declining Banks, represent more Lenders having greater than 50% of the Total Commitments then in effect, and (ii) on the date aggregate amount of any request by the Borrower to extend the Commitments, the applicable conditions set forth in Section 5.3 shall be satisfied. No Commitment Extension shall result in the then-existing Maturity Date being more than five (5) years from the effective date of such Commitment Extension. No Bank shall be required to consent to any such extension request or be required to increase its Commitment. The Maturity Date with respect to any Bank that declines or does not respond to the Borrower’s request for an extension of the Commitments (a “Declining Bank”) shall remain the then-existing Maturity Date (without regard to any extension of the Commitments of other Banks); provided that the Borrower shall continue to have the right to replace any such Declining Bank (with respect to all or any portion of its Commitment) following the effectiveness of any such extension. The Borrower will have may obtain the right to accept Commitments from any Eligible Assignee that is not a Bank in an aggregate amount up to signature of Lenders having greater than 50% of the aggregate amount of the Commitments by requiring any Lender that has failed to consent to such Extension Amendment (such Lender, a “Non-Extending Lender”) to assign its Loans and its Commitments hereunder to one or more assignees reasonably acceptable to (i) the Administrative Agent (unless such assignee is a Lender or an Affiliate of a Lender) and (ii) each Issuing Bank (unless such assignee is a Lender or an Affiliate of a Lender); provided that: (i) all Obligations of the Borrower owing to such Non-Extending Lender being replaced shall be paid in full in same day funds to such Non-Extending Lender concurrently with such assignment, (ii) the replacement Lender shall purchase the foregoing by paying to such Non-Extending Lender a price equal to the principal amount thereof plus accrued and unpaid interest thereon and the replacement Lender or, at the option of the Borrower, the Borrower shall pay any Declining Banksamount required by Section 9.04(b), if applicable, (iii) the replacement Lender shall execute and deliver such Extension Amendment and (iv) such assignment does not conflict with applicable law. No action by or consent of the Non-Extending Lender shall be necessary in connection with such assignment, which shall be immediately and automatically effective upon payment of such purchase price. In connection with any such assignment, the Borrower, Administrative Agent, such Non-Extending Lender and the replacement Lender shall otherwise comply with Section 9.06; provided that if such Non-Extending Lender does not comply with Section 9.06 within five Business Days after the Borrower’s request, compliance with Section 9.06 (but only on the part of the Non-Extending Lender) shall not be required to effect such assignment. (b) If any Lender rejects, or is deemed to have rejected, the Borrower’s proposal to extend its Commitment, (i) this Agreement shall terminate on the Maturity Date then in effect with respect to such Lender, (ii) the Borrower shall pay to such Lender on such Maturity Date any amounts due and payable to such Lender on such date and (iii) the Borrower may, if it so elects, designate a Person not theretofore a Lender and acceptable to the Administrative Agent and each Issuing Bank to become a Lender, or agree with an existing Lender that such Lender’s Commitment shall be increased; provided that any Eligible Assignee proposed designation or agreement may not increase the aggregate amount of the Commitments. Upon execution and delivery by the Borrower and such replacement Lender or other Person of an instrument of assumption in form and substance satisfactory to be substituted for the Administrative Agent and execution and delivery of the Extension Agreement pursuant to Section 2.21(a), such existing Lender shall have a Declining Bank (unless Commitment as therein set forth or such Eligible Assignee is an affiliate other Person shall become a Lender with a Commitment as therein set forth and all the rights and obligations of a Bank) must be approved Lender with such a Commitment hereunder. On the date of termination of any Lender’s Commitment as contemplated by the Administrative Agentthis subsection (b), the Swingline Lender respective participations of the other Lenders in all outstanding Letters of Credit shall be redetermined on the basis of their respective Commitments after giving effect to such termination, and the Issuing Banksparticipation therein of the Lender whose Commitment is terminated shall terminate; provided that the Borrower shall, if and to the extent necessary to permit such approvalredetermination of participations in Letters of Credit within the limits of the Commitments which are not terminated, prepay on such date a portion of the outstanding Loans, and such redetermination and termination of participations in outstanding Letters of Credit shall be conditioned upon its having done so. (c) The Administrative Agent shall promptly notify the Lenders of the effectiveness of each case, not to be unreasonably withheld, delayed or conditioned. The Borrower may only extend extension of the Maturity Date twice during the term of this Agreement Commitments pursuant to this Section 2.7.2.21. ARTICLE 3

Extension Option. The Borrower Subject to Sections 2.2.2 and 2.2.3 below, Tenant may request that the Commitments be extended for up to two additional one year periods by providing not less than 30 days’ written notice (the date of such notice, a “Notice Date”) to the Administrative Agent prior to any anniversary of the Closing Date. If a Bank agrees, in at its individual and sole discretion (and with the approval of the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned), to extend its Commitment (such Bank, an “Extending Bank”), it will notify the Administrative Agent, in writing, of its decision to do so no later than 15 days after the applicable Notice Date (such extension decision, a “Commitment Extension”). The Administrative Agent will notify the Borrower, in writing, of the Banks’ decisions promptly upon receipt thereof and in any event not later than one (1) Business Day after receipt thereof. The Extending Banks’ Commitments will be extended for an additional year from the then current Maturity Date so long as (i) the Commitments of the Extending Banks (after giving effect to any assumption by any Extending Banks of Commitments of Declining Banks as described below), together with the Commitments of any New Banks that replace any Declining Banks, represent more than 50% of the Total Commitments then in effect, and (ii) on the date of any request by the Borrower to option extend the Commitments, Lease Term for the applicable conditions set forth in Section 5.3 shall be satisfied. No Commitment Extension shall result in the then-existing Maturity Date being more than all of Building 1 and/or all of Building 2 for two (2) periods of five (5) years from each (each, a “Renewal Term”) upon the effective same terms contained in this Lease, excluding the provisions of Exhibit B of the Lease and except for the amount of Base Rent payable during the Renewal Term. Tenant shall have no additional extension option. 2.2.1 The Base Rent during a Renewal Term shall be the then prevailing market rate for a comparable term commencing on the first day of the Renewal Term for tenants of comparable size and creditworthiness for comparable space in the Building and other comparable office buildings in the vicinity of the Building, taking into consideration the economic concessions (including tenant improvement allowances, inducements, abatements and base year, if any) offered, comparable use and location of the space and length of the renewal term (the “Market Rate”). 2.2.2 To exercise its option, Tenant must deliver an initial non-binding notice (“Tenant’s Intent to Renew Notice”) to Landlord not less than six (6) months (nor more than twelve (12) months) prior to the proposed commencement of the Renewal Term. Thereafter, the Market Rate for the Renewal Term shall be calculated pursuant to Section 2.2.3 below and Landlord shall inform Tenant of the Market Rate. Such calculations shall be final and shall not be recalculated at the actual commencement of the Renewal Term. If Tenant fails to timely give its notice of exercise, Tenant will be deemed to have waived its option to extend. 2.2.3 Market Rate shall be determined as follows: 2.2.3.1 If Tenant timely provides Landlord with Tenant’s Intent to Renew Notice, then Landlord shall calculate and inform Tenant of the Market Rate. Tenant shall inform Landlord in writing (“Tenant’s Election Notice”) within fifteen (15) business days after Tenant’s receipt of Landlord’s calculation (i) of its acceptance of Landlord’s Market Rate, or (ii) its rejection of Landlord’s Market Rate and its binding election to (a) waive its right to extend the Term of this Lease, or (b) extend the Term of the Lease with the Market Rate determined as set forth below. If Tenant fails to duly deliver Tenant’s Election Notice, Tenant shall be deemed to have waived its right to extend the Term of this Lease. If Tenant duly delivers Tenant’s Election Notice and rejects Landlord’s Market Rate, Landlord and Tenant shall commence negotiations to agree upon the Market Rate. If Landlord and Tenant are unable to reach agreement within thirty (30) days after Landlord’s receipt of Tenant’s Election Notice, then Tenant shall deliver its binding election (“Tenant’s Binding Notice”) to Landlord within ten (10) business days following the expiration of such thirty (30) day period, (i) to withdraw its election to extend the Lease Term, or (b) to extend the Lease Term with the Market Rate determined in accordance with Section 2.2.3.2 below. If Tenant duly elects to withdraw its election to extend the Lease Term, this Lease shall terminate as of the expiration date of the then current Lease Term. 2.2.3.2 If Landlord and Tenant are unable to reach agreement on the Market Rate within said thirty (30)-day period, then within five (5) business days, Landlord and Tenant shall each simultaneously submit to the other in a sealed envelope its good faith estimate of the Market Rate. If the higher of such Commitment Extension. No Bank estimates is not more than one hundred three percent (103%) of the lower, then the Market Rate shall be required to consent to any such extension request or be required to increase its Commitment. The Maturity Date with respect to any Bank that declines or does not respond to the Borrower’s request for an extension average of the Commitments two. Otherwise, the dispute shall be resolved by arbitration in accordance with Section 2.2.3.3 below. 2.2.3.3 Within five (5) business days after the exchange of estimates, the parties shall select as an arbitrator an independent Texas licensed real estate broker with at least ten (10) years of experience in leasing office space in the submarket area of Austin, Texas in which the Project is located (a “Declining BankQualified Broker”). If the parties cannot agree on a Qualified Broker, then within a second period of five (5) business days, each shall remain select a Qualified Broker and within ten (10) business days thereafter the thentwo appointed Qualified Brokers shall select a third Qualified Broker and the third Qualified Broker shall be the sole arbitrator. If one party shall fail to select a Qualified Broker within the second five (5) business day period, then the Qualified Broker chosen by the other party shall be the sole arbitrator. 2.2.3.4 Within twenty-existing Maturity Date one (without regard to any extension 21) days after submission of the Commitments matter to the arbitrator, the arbitrator shall determine the Market Rate by choosing whichever of other Banks); provided that the Borrower estimates submitted by Landlord and Tenant the arbitrator judges to be more accurate. The arbitrator shall continue to have the right to replace any such Declining Bank (with respect to all or any portion notify Landlord and Tenant of its Commitment) following decision, which shall be final and binding. The fees of the effectiveness arbitrator and the expenses of the arbitration proceeding shall be paid equally by the parties. Each party shall pay the fees of its respective counsel. 2.2.4 Tenant’s option to extend this Lease is subject to the condition that on the dates that Tenant delivers Tenant’s Intent to Renew Notice and Tenant’s Election Notice, Tenant is not in default under this Lease after the expiration of any such extension. The Borrower will have the right to accept Commitments from any Eligible Assignee that is not a Bank in an aggregate amount up to the aggregate amount of the Commitments of any Declining Banks; provided that any Eligible Assignee proposed to be substituted for a Declining Bank (unless such Eligible Assignee is an affiliate of a Bank) must be approved by the Administrative Agent, the Swingline Lender applicable notice and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned. The Borrower may only extend the Maturity Date twice during the term of this Agreement pursuant to this Section 2.7cure periods.

Extension Option. The Borrower may request that the Commitments be extended for up to two additional one year periods by providing not less than 30 days’ written notice (the date of such notice, a “Notice Date”) to the Administrative Agent prior to any anniversary of the Closing Date. If a Bank agrees, in its individual and sole discretion (and with the approval of the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned), to extend its Commitment (such Bank, an “Extending Bank”), it will notify the Administrative Agent, in writing, of its decision to do so no later than 15 days after the applicable Notice Date (such extension decision, a “Commitment Extension”). The Administrative Agent will notify the Borrower, in writing, of the Banks’ decisions promptly upon receipt thereof and in any event not later than one (1) Business Day after receipt thereof. The Extending Banks’ Commitments will be extended for an additional year from the then current Maturity Date so long as (i) the Commitments of the Extending Banks (after giving effect to any assumption by any Extending Banks of Commitments of Declining Banks as described below), together with the Commitments of any New Banks that replace any Declining Banks, represent more than 50% of the Total Commitments then in effect, and (ii) on the date of any request by the Borrower to extend the Commitments, the applicable conditions set forth in Section 5.3 shall be satisfied. No Commitment Extension shall result in the then-existing Maturity Date being more than five (5) years from the effective date of such Commitment Extension. No Bank shall be required to consent to any such extension request or be required to increase its Commitment. The Maturity Date with respect to any Bank that declines or does not respond to the Borrower’s request for an extension of the Commitments (a “Declining Bank”) shall remain the then-existing Maturity Date (without regard to any extension of the Commitments of other Banks); provided that the Borrower shall continue to have the right to replace any such Declining Bank option (with respect to all or any portion of its Commitment) following the effectiveness of any such extension. The Borrower will have the right to accept Commitments from any Eligible Assignee that is not a Bank in an aggregate amount up to the aggregate amount of the Commitments of any Declining Banks; provided that any Eligible Assignee proposed to be substituted for a Declining Bank (unless such Eligible Assignee is an affiliate of a Bank) must be approved by the Administrative Agent, the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned. The Borrower may only extend the Maturity Date twice during the term of this Agreement option pursuant to this Section 2.72.7(b), the “Extension Option”) to extend the term of the Facility from the Initial Maturity Date to December 21, 2016 (the “Extended Maturity Date”) upon satisfaction of each of the following conditions precedent with respect thereto: (A) Borrower shall provide Administrative Agent with written notice of Borrower’s request to exercise the Extension Option not more than ninety (90) days but not less than thirty (30) days prior to the Initial Maturity Date; (B) As of the date of Borrower’s delivery of notice of its request to exercise the Extension Option, and as of the Initial Maturity Date, all of Borrower’s and Guarantor’s representations and warranties in the Loan Documents shall be true and correct in all material respects except to the extent that any such representation or warranty relates to a specific earlier date and no Default or Potential Default shall have occurred and be continuing and Borrower and Guarantor shall so certify in writing; (C) At Requisite Lenders’ option, Administrative Agent shall have obtained at Borrower’s expense new Appraisals or an update to the existing Appraisals of the Mortgaged Properties and determined the current Appraised Value of the Mortgaged Properties; (D) The Borrower and the Guarantors shall execute and deliver to Administrative Agent and Lenders such additional consents and affirmations and other documents (including, without limitation, amendments to the Security Documents) as the Administrative Agent may reasonably require, and the Borrower shall pay the cost of any title endorsement or update thereto or any update of UCC searches, recordings costs and fees, and any and all intangible taxes or other documentary or mortgage taxes, assessments or charges or any similar fees, taxes or expenses which are required to be paid in connection with such extension. (E) Borrower and Guarantor shall execute or cause the execution of all documents reasonably required by Administrative Agent to exercise the Extension Option; and (F) As a condition to such extension, Borrower shall pay to Administrative Agent, for the account of the Lenders, an extension fee pursuant to Section 2.3(b) hereof, together with all reasonable costs and expenses incurred by or on behalf of Administrative Agent in connection with the extension, it being agreed that such payment may be made pursuant to an advance under the Facility.

Extension Option. The Subject to the provisions of this SECTION 5, Borrower may request that shall have (i) the Commitments be extended for up to two additional one year periods option (the "FIRST EXTENSION OPTION"), by providing not less than 30 days’ irrevocable written notice (the date of such notice, a “Notice Date”an "EXTENSION NOTICE") delivered to Lender no later thirty (30) days prior to the Administrative Agent prior to any anniversary of the Closing Initial Maturity Date. If a Bank agrees, in its individual and sole discretion (and with the approval of the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned), to extend its Commitment the Initial Maturity Date to June 9, 2005 (such Bank, an “Extending Bank”the "FIRST EXTENDED MATURITY DATE"), it will notify (ii) the Administrative Agentoption (the "SECOND EXTENSION OPTION"), in writing, of its decision by delivering to do so Lender an Extension Notice no later than 15 thirty (30) days after prior to the First Extended Maturity Date, to extend the First Extended Maturity Date to June 9, 2006 (the "SECOND EXTENDED MATURITY DATE"), and (iii) the option (the "THIRD EXTENSION OPTION"), by delivering to Lender an Extension Notice no later thirty (30) days prior to the Second Extended Maturity Date, to extend the Second Extended Maturity Date to June 9, 2007 (the "THIRD EXTENDED MATURITY DATE") . Borrower's right to so extend the Maturity Date shall be subject to the satisfaction of the following conditions precedent as of the delivery of the applicable Extension Notice and as of the Initial Maturity Date, the First Extended Maturity Date (or the Second Extended Maturity Date, as the case may be, prior to such extension decisionhereunder: i. no Monetary Default or Event of Default shall have occurred and be continuing under the Loan Documents, a “Commitment Extension”)the Bond Documents, the Financial Agreement, the Redevelopment Agreement and/or the Special Assessment Agreement, provided, however, that any failure by the Guarantor to fund its obligations under the Franchise Assessment Guaranty (as such term is defined in the Redevelopment Agreement) shall not be deemed to be an Event of Default under the Redevelopment Agreement for purposes of this SECTION 5, and provided, further however, that with respect to the Redevelopment Agreement only as such defaults (i) relate to the Property, or (ii) relate to the Power Center Site and materially and adversely affect the Property; ii. The Administrative Agent will notify the Borrower, in writing, of the Banks’ decisions promptly upon receipt thereof Borrower shall obtain and in any event deliver to Lender not later than one (1) Business Day after receipt thereof. The Extending Banks’ Commitments will be extended for an additional year from prior to the then current Initial Maturity Date, the First Extended Maturity Date so long or the Second Extended Maturity Date, as (ithe case may be, one or more Replacement Interest Rate Cap Agreements from an Approved Counterparty which Replacement Interest Rate Cap Agreement(s) shall be effective for the Commitments period commencing on the day immediately following the Initial Maturity Date, the First Extended Maturity Date or the Second Extended Maturity Date, as the case may be and ending on the last day of the Extending Banks (after giving effect to any assumption by any Extending Banks of Commitments of Declining Banks as described below), together with Interest Period during the Commitments of any New Banks that replace any Declining Banks, represent more than 50% of month in which the Total Commitments then in effect, and (ii) on the date of any request by the Borrower to extend the CommitmentsFirst Extended Maturity Date, the applicable conditions set forth in Section 5.3 shall be satisfied. No Commitment Extension shall result in the then-existing Second Extended Maturity Date being more than five (5) years from or the effective date of such Commitment ExtensionThird Extended Maturity Date, as the case may be, occurs; iii. No Bank Borrower shall be required to consent to any such extension request or be required to increase its Commitment. The Maturity Date deliver a Counterparty Opinion with respect to any Bank that declines or does not respond to the Borrower’s request for Replacement Interest Rate Agreement and the related Acknowledgment; iv. Simultaneously with the delivery of an extension of the Commitments (a “Declining Bank”) shall remain the then-existing Maturity Date (without regard to any extension of the Commitments of other Banks); provided that the Borrower shall continue to have the right to replace any such Declining Bank (Extension Notice with respect to all the Second Extension Option or any portion of its Commitment) following the effectiveness of any such extension. The Third Extension Option, as the case may be, Borrower will have shall pay to Lender the right to accept Commitments from any Eligible Assignee Extension Fee, provided, however, that is not a Bank in no event shall an aggregate amount up to the aggregate amount Extension Fee be payable in connection with Borrower's exercise of the Commitments First Extension Option; v. Borrower shall obtain an Extension Letter of any Declining Banks; provided that any Eligible Assignee proposed Credit pursuant to be substituted for SECTION 16.7 of the Loan Agreement; vi. the Property shall have a Declining Bank loan-to-value ratio (unless such Eligible Assignee is "LTV") of no greater than 70% based upon the appraised value of the Property as determined by an affiliate of a Bank) must be Independent third-party MAI appraiser approved by Lender in its sole discretion in a new FIRREA appraisal which shall be commissioned by Borrower forty-five (45) days prior to delivery of the Administrative Agent, Extension Notice and delivered no later than fifteen (15) days prior to delivery of the Swingline Lender and Extension Notice; and vii. the Issuing Banks, such approval, in each case, not Net Operating Income shall be equal to be unreasonably withheld, delayed or conditioned. The Borrower may only extend the Maturity Date twice during the term greater than 95% of this Agreement pursuant to this Section 2.7$19,246,615.

Extension Option. The (a) Borrower may request that shall have the Commitments be extended for up option (each, an “Extension Option”), to two additional one year periods by providing not less than 30 days’ extend the Maturity Date of the Note from the Payment Date in July, 2006 (the “Original Maturity Date”), to the Payment Date in July, 2007 (the “First Extended Maturity Date”), from the First Extended Maturity Date to the Payment Date in July, 2008 (the “Second Extended Maturity Date”), and from the Second Extended Maturity Date to the Payment Date in July, 2009 (the “Final Maturity Date”), upon satisfaction of each of the following conditions (the “Extension Conditions”): (i) Borrower shall have given written notice (the date of such noticeeach, a an “Notice DateExtension Notice”) to the Administrative Agent and Collateral Agent not less than sixty (60) days prior to any anniversary the Original Maturity Date, the First Extended Maturity Date or the Second Extended Maturity Date, as applicable, of its election to exercise the first or the second or the third Extension Option, as the case may be; (ii) no Default or Event of Default shall have occurred and be continuing on the Original Maturity Date, the First Extended Maturity Date or the Second Extended Maturity Date, as applicable; (iii) Borrower shall have paid to the Agent for the benefit of the Closing Date. If Lenders on the First Extended Maturity Date a Bank agrees, fee in its individual connection with an extension to the Second Extended Maturity Date equal to the product of 0.125% and sole discretion (and with the approval Principal Indebtedness as of the Swingline Lender First Extended Maturity Date, and on the Second Extended Maturity Date a fee in connection with an extension to the Final Maturity Date equal to the product of 0.125% and the Issuing Banks, such approval, Principal Indebtedness as of the Second Extended Maturity (in each case, not to be unreasonably withheld, delayed or conditioned), to extend its Commitment taking into account any principal payments made on either such date) (each such Bankfee, an “Extending BankExtension Fee”) (i.e. no Extension Fee shall be due and payable on the Original Maturity Date in connection with an extension to the First Extended Maturity Date); and (iv) Borrower shall have purchased an interest rate cap for the term of the extension (or renewed the existing interest rate cap for such period) in each case from or with a Qualified Interest Rate Cap Counterparty, it will notify with a notional amount equal to the Administrative Agent, outstanding Principal Indebtedness and a strike rate equal to 5.00% and pursuant to documentation acceptable to the Agent and delivered to the Agent a fully executed Collateral Assignment of Hedge. (b) Borrower may revoke any Extension Notice by written notice (or telephonic notice promptly confirmed in writing, of its decision ) to do so no later than 15 days after the applicable Notice Date (such extension decision, a “Commitment Extension”). The Administrative Agent will notify the Borrower, in writing, on behalf of the Banks’ decisions promptly upon receipt thereof Lenders and in any event not later than one to the Collateral Agent on or prior to the tenth (110th) Business Day after receipt thereof. The Extending Banks’ Commitments will be extended for an additional year from prior to the then current Original Maturity Date, the First Extended Maturity Date so long or the Second Extended Maturity Date, as (i) applicable; provided, however, that Borrower shall pay the Commitments of reasonable out-of-pocket costs incurred by the Extending Banks (after giving effect to any assumption by any Extending Banks of Commitments of Declining Banks as described below), together Agent and Collateral Agent in connection with the Commitments giving of any New Banks that replace any Declining Banks, represent more than 50% of the Total Commitments then in effect, Extension Notice and (ii) on the date of any request by the Borrower to extend the Commitments, the applicable conditions set forth in Section 5.3 shall be satisfiedits revocation. No Commitment Extension shall result in the then-existing Maturity Date being more than five (5) years from the effective date of such Commitment Extension. No Bank shall be required to consent to any such extension request or be required to increase its Commitment. The Maturity Date with respect to any Bank that declines or does not respond to the Borrower’s request for an extension of the Commitments (a “Declining Bank”) shall remain the then-existing Maturity Date (without regard to any extension of the Commitments of other Banks); provided that the Borrower shall continue to have the right to replace any such Declining Bank (with respect to all or any portion of its Commitment) following the effectiveness of any such extension. The Borrower will have the right to accept Commitments from any Eligible Assignee that is not a Bank in an aggregate amount up to the aggregate amount of the Commitments of any Declining Banks; provided that any Eligible Assignee proposed to be substituted for a Declining Bank (unless such Eligible Assignee is an affiliate of a Bank) must be approved by the Administrative Agent, the Swingline Lender and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned. The Borrower may only extend the Maturity Date twice during If the term of this Agreement the Loan is extended pursuant to the provisions of this Section 2.72.17, then all the other terms and conditions of the Loan Documents shall remain in full force and effect and unmodified.