Common use of Extension Option Clause in Contracts

Extension Option. At any time not earlier than 60 days prior to, nor later than 30 days prior to, the Termination Date then in effect (the “Anniversary Date”), the Borrowers may request that the Lender extend the Anniversary Date to the date which is 364 days from the Anniversary Date. The Lender shall respond to such request no later than 10 days prior to the Anniversary Date and failure by the Lender to respond by such date shall indicate its unwillingness to agree to such requested extension. At any time more than 60 days before such Anniversary Date, the Lender may propose, by written notice to the Borrowers, an extension of this Agreement to such later date on such terms and conditions as the Lender may then require. If the extension of this Agreement to such later date is acceptable to the Borrowers on the terms and conditions proposed by the Lender, the Borrower shall notify the Lender of their acceptance of such terms and conditions no later than the Anniversary Date, and such later date will become the Termination Date hereunder and this Agreement shall otherwise be amended in a manner mutually agreed among the Borrowers and the Lenders and as described in the Lender’s notice proposing the extension of this Agreement upon the Lender’s receipt of (i) an amendment to this Agreement signed by the Borrowers and the Lender, (ii) resolutions of each Borrower’s Board of Directors (or other governing body) authorizing such extension, and (iii) an opinion of counsel to the Foreign Borrower(s) equivalent in form and substance reasonably acceptable to the Lender.

Extension Option. At any time not earlier than 60 days prior to, nor later than 30 days prior to, the Termination Date then in effect (the “Anniversary Date”), the Borrowers The Borrower may request that the Lender extend Commitments be extended for additional one year periods by providing not less than 30 days’ written notice (the Anniversary Date date of such notice, a “Notice Date”) to the date which is 364 Administrative Agent prior to any anniversary of the Closing Date. If a Lender agrees, in its individual and sole discretion, to extend its Commitment (such Lender, an “Extending Lender”), it will notify the Administrative Agent, in writing, of its decision to do so no later than 20 days from after the Anniversary applicable Notice Date. The Lender shall respond to such request Administrative Agent will notify the Borrower, in writing, of the Lenders’ decisions no later than 10 25 days prior after such Notice Date. The Extending Lenders’ Commitments will be extended for an additional year from the Termination Date (the “Extended Termination Date”) or the Extended Termination Date (the “Second Extended Termination Date”); provided that (i) more than 50% of the Commitments 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 5.2 shall be satisfied. No Lender shall be required to consent to any such extension request and any Lender that declines or does not respond to the Anniversary Borrower’s request for commitment renewal (a “Declining Lender”) will have its Commitment terminated on the then existing Termination Date and failure (without regard to any renewals by other Lenders). The Borrower will have the Lender right to respond by such date shall indicate its unwillingness to agree to such requested extension. At any time more than 60 days before such Anniversary Date, the Lender may propose, by written notice accept commitments from Eligible Assignees in an amount equal to the Borrowers, an extension amount of the Commitments of any Declining 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 Assignees for the Declining Lenders. The Borrower may only extend the Termination Date twice during the term of this Agreement to such later date on such terms and conditions as the Lender may then require. If the extension of this Agreement to such later date is acceptable to the Borrowers on the terms and conditions proposed by the Lender, the Borrower shall notify the Lender of their acceptance of such terms and conditions no later than the Anniversary Date, and such later date will become the Termination Date hereunder and this Agreement shall otherwise be amended in a manner mutually agreed among the Borrowers and the Lenders and as described in the Lender’s notice proposing the extension of this Agreement upon the Lender’s receipt of (i) an amendment pursuant to this Agreement signed by the Borrowers and the Lender, (ii) resolutions of each Borrower’s Board of Directors (or other governing body) authorizing such extension, and (iii) an opinion of counsel to the Foreign Borrower(s) equivalent in form and substance reasonably acceptable to the LenderSection 2.7.

Extension Option. At any time not earlier than 60 days prior to, nor later than 30 days prior to, the Termination Date then in effect (the “Anniversary Date”), the Borrowers The Borrower may request that the Lender extend Commitments be extended for up to two additional one year periods by providing not less than 30 days’ written notice (the Anniversary Date date of such notice, a “Notice Date”) to the date which is 364 days from Administrative Agent prior to any anniversary of the Anniversary Closing Date. The If a Bank agrees, in its individual and sole discretion (and with the approval of the Swingline Lender shall respond and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned), to extend its Commitment (such request Bank, an “Extending Bank”), it will notify the Administrative Agent, in writing, of its decision to do so no later than 10 15 days prior 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 Anniversary Date and failure by the Lender to respond by such date shall indicate its unwillingness to agree to such requested extension. At any time more than 60 days before such Anniversary Date, the Lender may propose, by written notice to the Borrowers, Borrower’s request for an extension of this Agreement 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 later date on Declining Bank (with respect to all or any portion of its Commitment) following the effectiveness of any such terms 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 conditions as the Lender Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned. The Borrower may then require. If only extend the extension Maturity Date twice during the term of this Agreement to such later date is acceptable to the Borrowers on the terms and conditions proposed by the Lender, the Borrower shall notify the Lender of their acceptance of such terms and conditions no later than the Anniversary Date, and such later date will become the Termination Date hereunder and this Agreement shall otherwise be amended in a manner mutually agreed among the Borrowers and the Lenders and as described in the Lender’s notice proposing the extension of this Agreement upon the Lender’s receipt of (i) an amendment pursuant to this Agreement signed by the Borrowers and the Lender, (ii) resolutions of each Borrower’s Board of Directors (or other governing body) authorizing such extension, and (iii) an opinion of counsel to the Foreign Borrower(s) equivalent in form and substance reasonably acceptable to the LenderSection 2.7.

Extension Option. At any time not earlier than 60 days prior to, nor later than 30 days prior to, the Termination Date then in effect (the “Anniversary Date”), the Borrowers The Borrower may request that the Lender extend Commitments be extended for up to two additional one year periods by providing not less than 30 days’ written notice (the Anniversary Date date of such notice, a “Notice Date”) to the date which is 364 Administrative Agent prior to any anniversary of the Closing Date. If a Bank agrees, in its individual and sole 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 20 days from after the Anniversary applicable Notice Date. The Lender shall respond to such request Administrative Agent will notify the Borrower, in writing, of the Banks’ decisions no later than 10 25 days prior after such 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 Bank shall be required to consent to any such extension request or be required to increase its Commitment and any Bank that declines or does not respond to the Anniversary Date and failure by the Lender to respond by such date shall indicate its unwillingness to agree to such requested extension. At any time more than 60 days before such Anniversary Date, the Lender may propose, by written notice to the Borrowers, Borrower’s request for an extension of this Agreement the Commitments (a “Declining Bank”) will have its Commitment terminated on the then existing Maturity Date (without regard to any extension of the Commitments of other Banks). 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 later date on Declining Banks’ Commitments among each Extending Bank in an amount not to exceed the amount by which such terms Extending Bank agreed to increase its Commitment) and conditions as (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 Lender Administrative Agent and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned. The Borrower may then require. If only extend the extension Maturity Date twice during the term of this Agreement to such later date is acceptable to the Borrowers on the terms and conditions proposed by the Lender, the Borrower shall notify the Lender of their acceptance of such terms and conditions no later than the Anniversary Date, and such later date will become the Termination Date hereunder and this Agreement shall otherwise be amended in a manner mutually agreed among the Borrowers and the Lenders and as described in the Lender’s notice proposing the extension of this Agreement upon the Lender’s receipt of (i) an amendment pursuant to this Agreement signed by the Borrowers and the Lender, (ii) resolutions of each Borrower’s Board of Directors (or other governing body) authorizing such extension, and (iii) an opinion of counsel to the Foreign Borrower(s) equivalent in form and substance reasonably acceptable to the LenderSection 2.7.

Extension Option. At any time On the Option Date (so long as the Borrower has not earlier 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 elect to extend the maturity of the Revolver A Loan for an additional 364 day period until the Extension Final Maturity. Such election must be made no sooner than 60 days prior to, nor to the applicable Option Date and no later than 30 days (or such lesser period as agreed to by the Administrative Agent and the Lenders agreeing to extend) prior toto the Option Date by written notice in accordance with the terms of Section 10.02 hereof to each Lender selected by the Borrower and the Administrative Agent, the Termination Date then in effect (the “Anniversary Date”), the Borrowers may of its request that the Lender to extend the Anniversary Date to final maturity of the date which is 364 days from the Anniversary DateRevolver A Loan. The Each Revolver A Lender shall respond to such request shall, no later 10 Business Days after receipt of such notice (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 10 45 calendar days prior to the Anniversary Date and failure by the Lender to respond by such date shall indicate its unwillingness to agree to such requested extension. At any time more than 60 days before such Anniversary Option Date, the Lender may propose, by give written notice to the BorrowersBorrower 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, an extension of this Agreement 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 later date on such terms and conditions as the Lender may then requireextension. If the extension Borrower fails to receive the consent of this Agreement Revolver A Lenders having Revolver A Specified Percentages totaling 100%, then, if the Revolver A Determining Lenders have consented to such later date is acceptable to the Borrowers on the terms and conditions proposed by the Lender, the Borrower shall notify the Lender of their acceptance of such terms and conditions no later than the Anniversary Date, and such later date will become the Termination Date hereunder and this Agreement shall otherwise be amended in a manner mutually agreed among the Borrowers and the Lenders and as described in the Lender’s notice proposing the extension of this Agreement upon the Lender’s receipt of (i) an amendment to this Agreement signed by the Borrowers and the Lenderonly those consenting Revolver A Lenders will have Revolver A Specified Percentages in excess of zero, (ii) resolutions the Revolver A Commitment shall be reduced by a 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 to purchase from each Borrower’s Board of Directors (or other governing body) authorizing such extensionnon-extending Lender its rights, duties and obligations under this Agreement and the Loan Papers in accordance with Section 10.04 hereof, (iii) an opinion the Administrative Agent will notify each (A) Revolver A Lender of counsel to its reallocated Revolver A Specified Percentage and the Foreign Borrower(snew Revolver A Commitment and (B) equivalent in form and substance reasonably acceptable to each Lender of the Lender.reallocated Total Specified Percentages (if any), (iv) the Borrower will pay all costs incurred as a result of any such reallocation of Revolver A

Extension Option. At any time not earlier than 60 days prior to, nor later than 30 days prior to, the Termination Date then in effect (the “Anniversary Date”), the Borrowers The Borrower may request that the Lender extend Commitments be extended for up to two additional one year periods by providing not less than 30 days’ written notice (the Anniversary Date date of such notice, a “Notice Date”) to the date which is 364 Administrative Agent prior to any anniversary of the Closing Date. If a Bank agrees, in its individual and sole 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 20 days from after the Anniversary applicable Notice Date. The Lender shall respond to such request Administrative Agent will notify the Borrower, in writing, of the Banks’ decisions no later than 10 25 days prior after such 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 Bank shall be required to consent to any such extension request or be required to increase its Commitment and any Bank that declines or does not respond to the Anniversary Date and failure by the Lender to respond by such date shall indicate its unwillingness to agree to such requested extension. At any time more than 60 days before such Anniversary Date, the Lender may propose, by written notice to the Borrowers, Borrower’s request for an extension of this Agreement the Commitments (a “Declining Bank”) will have its Commitment terminated on the then existing Maturity Date (without regard to any extension of the Commitments of other Banks). 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 later date on 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 terms 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 conditions as (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 Lender Administrative Agent and the Issuing Banks, such approval, in each case, not to be unreasonably withheld, delayed or conditioned. The Borrower may then require. If only extend the extension Maturity Date twice during the term of this Agreement to such later date is acceptable to the Borrowers on the terms and conditions proposed by the Lender, the Borrower shall notify the Lender of their acceptance of such terms and conditions no later than the Anniversary Date, and such later date will become the Termination Date hereunder and this Agreement shall otherwise be amended in a manner mutually agreed among the Borrowers and the Lenders and as described in the Lender’s notice proposing the extension of this Agreement upon the Lender’s receipt of (i) an amendment pursuant to this Agreement signed by the Borrowers and the Lender, (ii) resolutions of each Borrower’s Board of Directors (or other governing body) authorizing such extension, and (iii) an opinion of counsel to the Foreign Borrower(s) equivalent in form and substance reasonably acceptable to the LenderSection 2.7.

Extension Option. At any time not earlier than 60 days prior to, nor later than 30 days prior to, the Termination Date then in effect (the “Anniversary Date”), the Borrowers The Borrower may request that the Lender extend Commitments be extended for up to two additional one year periods by providing not less than 30 days’ written notice (the Anniversary Date date of such notice, a “Notice Date”) to the date which is 364 Administrative Agent prior to any anniversary of the Closing Date. If a Bank agrees, in its individual and sole 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 20 days from after the Anniversary applicable Notice Date. The Lender shall respond to such request Administrative Agent will notify the Borrower, in writing, of the Banks’ decisions no later than 10 25 days prior after such 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 Bank shall be required to consent to any such extension request and any Bank that declines or does not respond to the Anniversary Date and failure by the Lender to respond by such date shall indicate its unwillingness to agree to such requested extension. At any time more than 60 days before such Anniversary Date, the Lender may propose, by written notice to the Borrowers, Borrower’s request for an extension of this Agreement the Commitments (a “Declining Bank”) will have its Commitment terminated on the then existing Maturity Date (without regard to any extension of the Commitments of other Banks). 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 later date on Eligible Assignee is an affiliate of a Bank) must be approved by the Administrative Agent and the Issuing Banks, such terms and conditions as approval, in each case, not to be unreasonably withheld, delayed or conditioned. The Borrower may only extend the Lender may then require. If Maturity Date twice during the extension term of this Agreement to such later date is acceptable to the Borrowers on the terms and conditions proposed by the Lender, the Borrower shall notify the Lender of their acceptance of such terms and conditions no later than the Anniversary Date, and such later date will become the Termination Date hereunder and this Agreement shall otherwise be amended in a manner mutually agreed among the Borrowers and the Lenders and as described in the Lender’s notice proposing the extension of this Agreement upon the Lender’s receipt of (i) an amendment pursuant to this Agreement signed by the Borrowers and the Lender, (ii) resolutions of each Borrower’s Board of Directors (or other governing body) authorizing such extension, and (iii) an opinion of counsel to the Foreign Borrower(s) equivalent in form and substance reasonably acceptable to the LenderSection 2.7.

Extension Option. At any time not earlier than 60 days prior to, nor later than 30 days prior to, the Termination Date then in effect (the “Anniversary Date”), the Borrowers The Borrower may request that the Lender extend Commitments be extended for additional one year periods by providing not less than 30 days’ written notice (the Anniversary Date date of such notice, a “Notice Date”) to the date which is 364 Administrative Agent prior to any anniversary of the Closing Date. If a Lender agrees, in its individual and sole discretion, to extend its Commitment (such Lender, an “Extending Lender”), it will notify the Administrative Agent, in writing, of its decision to do so no later than 20 days from after the Anniversary applicable Notice Date. The Lender shall respond to such request Administrative Agent will notify the Borrower, in writing, of the Lenders’ decisions no later than 10 25 days prior after such Notice Date. The Extending Lenders’ Commitments will be extended for an additional year from the Termination Date (the “Extended Termination Date”) or the Extended Termination Date (the “Second Extended Termination Date”); provided that (i) more than 50% of the Commitments 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 3.02 shall be satisfied. No Lender shall be required to consent to any such extension request and any Lender that declines or does not respond to the Anniversary Borrower’s request for commitment renewal (a “Declining Lender”) will have its Commitment terminated on the then existing Termination Date and failure (without regard to any renewals by other Lenders). The Borrower will have the Lender right to respond by such date shall indicate its unwillingness to agree to such requested extension. At any time more than 60 days before such Anniversary Date, the Lender may propose, by written notice accept commitments from Eligible Assignees in an amount equal to the Borrowers, an extension amount of the Commitments of any Declining 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 Assignees for the Declining Lenders. The Borrower may only extend the Termination Date twice during the term of this Agreement to such later date on such terms and conditions as the Lender may then require. If the extension of this Agreement to such later date is acceptable to the Borrowers on the terms and conditions proposed by the Lender, the Borrower shall notify the Lender of their acceptance of such terms and conditions no later than the Anniversary Date, and such later date will become the Termination Date hereunder and this Agreement shall otherwise be amended in a manner mutually agreed among the Borrowers and the Lenders and as described in the Lender’s notice proposing the extension of this Agreement upon the Lender’s receipt of (i) an amendment pursuant to this Agreement signed by the Borrowers and the Lender, (ii) resolutions of each Borrower’s Board of Directors (or other governing body) authorizing such extension, and (iii) an opinion of counsel to the Foreign Borrower(s) equivalent in form and substance reasonably acceptable to the LenderSection 2.20.

Extension Option. At any time not earlier than 60 days prior to, nor later than 30 days prior to, the Termination Date then in effect (the “Anniversary Date”), the Borrowers a) The Parent may request that the Lender extend Termination Date be extended subject to the Anniversary terms of this Clause 11.2: (i) by giving to the Agent an Extension Request not less than 30 days (and not more than 60 days) before the first anniversary of the date of this Agreement requesting that the Termination Date to shall be the date which is 364 the sixth anniversary of the date of this Agreement (the “First Extended Termination Date”) (the “First Extension Request”); and/or (ii) by giving to the Agent an Extension Request not less than 30 days from (and not more than 60 days) before the Anniversary second anniversary of the date of this Agreement: (A) where the Parent has made a First Extension Request and such extension was agreed between the Parent and a Lender (an “Extending Lender”), requesting that the Termination Date shall be the date which is the seventh anniversary of the date of this Agreement (the “Second Extended Termination Date. ”) with respect to each Extending Lender’s Commitments which has agreed to the extension and its participation in the Loans; or (B) where (1) the Parent has not made a First Extension Request or (2) has made a First Extension Request which was not agreed between the Parent and a Lender (a “Non-Extending Lender”), requesting that the Termination Date shall be either the First Extended Termination Date or the Second Extended Termination Date with respect to each Lender’s or (as applicable) Non-Extending Lender’s Commitment, and its participation in the Loans, the “Second Extension Request”, together with the First Extension Request, the “Extension Requests”, each being an “Extension Request”. (b) A notice served by the Parent pursuant to paragraph (a) above shall be irrevocable. (c) The Agent shall promptly notify each Lender of any such Extension Request. (d) Each Lender shall respond to such request no later than 10 days prior to notify the Anniversary Date and failure by the Lender to respond by such date Agent of its decision (which shall indicate be in its unwillingness sole discretion) whether or not to agree to such requested extension. At any time more the request not later than 60 five days before such Anniversary Datethe date which is: (i) in respect of a First Extension Request, the first anniversary of the date of this Agreement (and, if any Lender has not notified the Agent of its acceptance of the First Extension Request on or before such date, it shall be deemed to have refused such First Extension Request); or (ii) in respect of a Second Extension Request, the second anniversary of the date of this Agreement (and, if any Lender has not notified the Agent of its acceptance of the Second Extension Request on or before such date, it shall be deemed to have refused such Second Extension Request), and the Agent shall promptly notify the Parent whether or not each Lender has agreed to the relevant Extension Request. (e) Promptly following receipt of notification from the Agent pursuant to paragraph (d) above, the Parent may propose, elect by written notice to the Borrowers, an extension of this Agreement Agent to such later date on such terms and conditions as the Lender may then require. If accept the extension of this Agreement to such later date is acceptable to offered by all the Borrowers on the terms and conditions proposed by the Lenderrelevant Lender(s), the Borrower shall notify the Lender of their acceptance of such terms and conditions no later than the Anniversary Date, and such later date will become in which case the Termination Date hereunder shall be extended in relation to the Commitments and participations of such Lender(s) who have agreed to, and in accordance with, the relevant Extension Request. (f) Notwithstanding any other provision in this Agreement shall otherwise be amended in a manner mutually agreed among the Borrowers and the Lenders and as described in the Lender’s notice proposing the extension of this Agreement upon the Lender’s receipt of Agreement: (i) an amendment to no request for a further extension under this Agreement signed by Clause 11.2 shall extend the Borrowers and Termination Date beyond the Lender, Second Extended Termination Date; and (ii) resolutions the Lenders will only be obliged to comply with the provisions of this Clause 11.2 if on the date of any Extension Request and on the date of the relevant notice of acceptance delivered to the Agent pursuant to paragraph (e) above: (A) no Event of Default is continuing or would result from the proposed extension; and (B) the representations that are required to be repeated pursuant to Clause 23.16 (Repetition) on the first day of each Borrower’s Board of Directors (or Interest Period would, if made by the Original Borrowers and, if there is then any other governing body) authorizing Obligor, by such extensionother Obligor, be true and (iii) an opinion of counsel correct in all material respects if those representations were made by reference to the Foreign Borrower(sfacts and circumstances then existing. (g) equivalent If any Lender does not agree to an Extension Request, its participation in form and substance reasonably acceptable to the Lender.any outstanding Loan shall be repaid in accordance with Clause 11.1 (

Extension Option. At any time not earlier than 60 days prior to, nor later than 30 days prior to, the Termination Date then in effect (the “Anniversary Date”), the Borrowers The Borrower may request that the Lender extend the Anniversary Date Total Commitments be renewed for additional one year periods by providing notice of such request (such notice, an “Extension Notice”) to the date which is 364 days from the Anniversary Date. The Lender shall respond to such request Administrative Agent no later more frequently than 10 days prior to the Anniversary Date and failure by the Lender to respond by such date shall indicate its unwillingness to agree to such requested extension. At any time more than 60 days before such Anniversary Date, the Lender may propose, by written notice to the Borrowers, an extension of this Agreement to such later date on such terms and conditions as the Lender may then requireonce in a calendar year. If the extension of this Agreement a Lender agrees, in its individual and sole discretion, to such later date is acceptable to the Borrowers on the terms and conditions proposed by the extend its Commitment (an “Extending Lender”), the Borrower shall it will notify the Lender Administrative Agent, in writing, of their acceptance of such terms and conditions its decision to do so no later than the Anniversary Dateapplicable deadline specified by the Extension Notice. The Administrative Agent will notify the Borrower, in writing, of the Lenders’ decisions promptly following such deadline. The Extending Lenders’ Commitments will be renewed for an additional one year from the then existing Termination Date and such later date will extended Termination Date shall become the Termination Date hereunder and (except as otherwise provided in this Agreement shall Section 2.18 as to Declining Lenders), provided, that (i) more than 50% of the Total Commitments is extended or otherwise be amended in a manner mutually agreed among the Borrowers and the committed to by Extending Lenders and any new Lenders, (ii) all representations and warranties made by the Borrower in or pursuant to the Loan Documents shall be true and correct in all material respects on and as described 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 representations and warranties set forth in Sections 4.2 and 4.7 shall not be required to be restated. Any Lender that declines or does not respond to the Borrower’s request for commitment renewal (a “Declining Lender’s notice proposing ”) will have its Commitment terminated on the extension of this Agreement upon the Lender’s receipt earlier of (i) an amendment the then existing Termination Date (without regard to this Agreement signed any renewals by other Lenders) (the Borrowers “Existing Termination Date”) and the Lender, (ii) resolutions of each Borrower’s Board of Directors (or other governing body) authorizing the date such extensionDeclining Lender is replaced in accordance with Section 2.17, and (iiiat such time the Borrower shall repay all Loans, participations in LC Disbursements, participating interests in Swingline Loans and Swingline Participation Amounts and other amounts owing to such Declining Lender; provided that if any Declining Lender or any Lender holding a Commitment with a Non-Extended Termination Date assigns all or any portion of its Commitment prior to its termination pursuant Section 9.6(c) an opinion and the Assignee of counsel 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 Foreign Borrower(s) equivalent in form and substance reasonably acceptable latest applicable Termination Date upon such assignment without the consent of the Administrative Agent or any other Lender. The Borrower will have the right to accept commitments from third party financial institutions subject to the Lenderconsent of the Administrative Agent and the Issuing Lenders (such consent of the Administrative Agent or the Issuing Lenders not to be unreasonably withheld) in an amount up to the amount of the Commitments of any Declining Lenders. The Borrower may extend the Termination Date no more than twice following the Closing Date pursuant to this Section 2.18.

Extension Option. At any time not earlier than 60 days prior to, nor later than 30 days prior to, the Termination Date then in effect (the “Anniversary Date”), the Borrowers a) The Borrower may request that the Lender extend 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 Anniversary Date date of such notice, a “Notice Date”) to the date which is 364 Administrative Agent prior to any then existing Final Maturity Date. If a Lender agrees, in its individual and sole discretion, to extend its Commitment (such Lender, an “Extending Bank”), it will notify the Administrative Agent, in writing, of its decision to do so no later than 20 days from after the Anniversary applicable Notice Date. The Lender shall respond to such request Administrative Agent will notify the Borrower, in writing, of the Lenders’ decisions no later than 10 25 days prior after such Notice Date. (b) No Lender shall be required to consent to any such extension request or be required to increase its Commitment and any Lender that declines or does not respond to the Anniversary Date and failure by the Lender to respond by such date shall indicate its unwillingness to agree to such requested extension. At any time more than 60 days before such Anniversary Date, the Lender may propose, by written notice to the Borrowers, Borrower’s request for an extension of this Agreement the Commitments (a “Declining Lender”) will have its Commitment assigned to such later date one or more Additional Commitment Banks (as defined below) in accordance with Section 2.15 or, if not so assigned, terminated on such terms and conditions as the Lender may then require. If the existing Final Maturity Date (without regard to any extension of this Agreement 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 later date additional Commitments of Extending Banks is acceptable to less than the Borrowers on aggregate amount of the terms and conditions proposed by Commitments of the LenderDeclining Banks, the Borrower shall notify have the Lender of their acceptance 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 terms 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 conditions no later than Assumption pursuant to which such Additional Commitment Bank shall, effective as of the Anniversary then existing Final Maturity Date, and undertake a Commitment (and, if any such later date 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 Extending Banks will become have the Termination Date hereunder and this Agreement shall otherwise right to undertake additional Commitments 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 Bank with any Eligible Assignee that is not already a Lender (it being understood that the Administrative Agent, in consultation with the Borrower, will be amended able to allocate the aggregate amount of the Commitments of the Declining Banks among each such Extending Bank in a manner mutually an amount not to exceed the additional Commitment that such Extending Bank agreed among to undertake). (d) If the Borrowers Commitments of the Extending Banks and the Additional Commitment Banks aggregate 50% or less of the aggregate Commitments of all Lenders and as described in of immediately prior to such then existing Final Maturity Date, none of the Lender’s notice proposing Commitments (including the extension Commitment of this Agreement upon the Lender’s receipt of (iany Extending Bank) an amendment to this Agreement signed by the Borrowers will be extended and the Lender, (ii) resolutions of Final Maturity Date for each Borrower’s Board of Directors (or other governing body) authorizing such extension, and (iii) an opinion of counsel to the Foreign Borrower(s) equivalent in form and substance reasonably acceptable to the LenderLender shall remain unchanged.

Extension Option. At any time not The Borrower may request that the Total Commitments be renewed for additional one year periods by providing notice of such request to the Administrative Agent no earlier than 60 a number of days specified by the Administrative Agent from time to time prior to the then next occurring anniversary of the Closing Date (each, a “Noticed Anniversary Date”). If a Lender agrees, in its individual and sole discretion, to extend its Commitment (an “Extending Lender”), it will notify the Administrative Agent, in writing, of its decision to do so no later than a number of days prior to, nor to the applicable Noticed Anniversary Date specified by the Administrative Agent from time to time (but in any event not later than 30 20 days prior toto such Noticed Anniversary Date). The Administrative Agent will notify the Borrower, in writing, of the Lenders’ decisions no later than 5 days prior to such Noticed Anniversary Date. The Extending Lenders’ Commitments will be renewed for an additional one year from the then existing Termination Date 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) more than 50% of the Total Commitments is extended or otherwise committed to by Extending Lenders and any new Lenders and (ii) all representations and warranties made by the Borrower in or pursuant to the Loan 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 representations and warranties set forth in Sections 4.2 and 4.7 shall not be required to be restated. Any Lender that declines or does not respond to the Borrower’s request for commitment renewal (a “Declining Lender”) will have its Commitment terminated on the earlier of (i) the then existing Termination Date (without regard to any renewals by other Lenders) (the “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 amounts owing to such Declining Lender. The Borrower will have the right to accept commitments from third party financial institutions acceptable to the Administrative Agent in an amount up to the amount of the Commitments of any Declining 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 other financial institutions for the Declining Lenders. The Borrower may only so extend the Termination Date five times. The Termination Date may not be extended beyond February 23, 2017. Pursuant to the First Amendment, the Termination Date then in effect (for $2,402,000,000.00 of the “Anniversary Date”)Commitments was extended to February 25, the Borrowers may request that the Lender extend the Anniversary Date to the date which is 364 days from the Anniversary Date. The Lender shall respond to 2013; such request no later than 10 days prior to the Anniversary Date and failure by the Lender to respond by such date shall indicate its unwillingness to agree to such requested extension. At any time more than 60 days before such Anniversary Date, the Lender may propose, by written notice to the Borrowers, an extension of this Agreement to such later date on such terms and conditions as the Lender may then require. If the extension of this Agreement to such later date is acceptable to the Borrowers on the terms and conditions proposed by the Lender, the Borrower shall notify the Lender of their acceptance of such terms and conditions no later than the Anniversary Date, and such later date will become the Termination Date hereunder and this Agreement shall otherwise be amended in a manner mutually agreed among the Borrowers and the Extending Lenders and as described in the Lender’s notice proposing the extension of this Agreement upon the Lender’s receipt of (i) an amendment to this Agreement signed by the Borrowers and the Lender, (ii) resolutions of each Borrower’s Board of Directors (or other governing body) authorizing such extension, and (iii) an opinion of counsel to the Foreign Borrower(s) equivalent in form and substance reasonably acceptable to the Lendertheir Commitments are set forth on Schedule 2.18.

Extension Option. At any time not earlier than 60 days prior to, nor later than 30 days prior to, on or after the Termination second anniversary of the Closing Date then in effect (the “Anniversary Date”), the Borrowers may request that the Lender extend the Anniversary Date to until the date which is 364 days from the Anniversary Date. The Lender shall respond to such request no later than 10 ninety (90) days prior to the Anniversary Date and failure by the Lender to respond by such date shall indicate its unwillingness to agree to such requested extension. At any time more than 60 days before such Anniversary Initial Payment Date, the Lender Borrower may proposerequest, by at least sixty (60) days written notice to the BorrowersFacility Agent, that the Lenders extend the Initial Payment Date by an extension additional 24 months from the fifth anniversary of this the Closing Date to the seventh anniversary of the Closing Date (the “Extension Option”). The 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 shall notify the Extending Lenders and each Extending Lender shall inform the Facility Agent within 30 days of such notice of the amount, if any, of the Non-Extending Lenders’ Commitments 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 later date Commitment or portion thereof, which shall be effective on such terms and conditions as the Lender may then requireInitial Payment Date. If the extension of this Agreement to such later date is acceptable If, after giving effect to the Borrowers on assignments described above all of the terms Lenders’ Commitments have not been extended and conditions proposed by the Lenderor assumed, the Borrower shall notify the Lender of their acceptance of such terms and conditions no later than the Anniversary Date, and such later date will become the Termination Date hereunder and this Agreement shall otherwise be amended in a manner mutually agreed among the Borrowers and the may arrange for one or more Extending Lenders and as described in the Lender’s notice proposing the extension of this Agreement upon the Lender’s receipt of (i) an amendment to this Agreement signed by the Borrowers and the Lender, (ii) resolutions of each Borrower’s Board of Directors (or other governing body) authorizing such extension, and (iii) an opinion of counsel assignees eligible to become Lenders to the Foreign Borrower(s) equivalent in form Facility to accept and substance reasonably acceptable assume the unassigned amounts of the commitments of the Non-Extending Lenders or reduce the Facility on the Initial Payment Date to the Lenderaggregate amount of the commitments of the Extending Lenders (the “Revised Facility Amount”). For the avoidance of doubt the parties hereto agree that the Commitment of a 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 repaid on the Initial Payment Date.

Extension Option. At any time not The Borrower may request that the Total Commitments be renewed for additional one year periods by providing notice of such request to the Administrative Agent no earlier than 60 45 days prior to, nor but no later than 30 days prior toto January 12, the Termination Date then in effect 2008 or any anniversary thereof (the each, a “Noticed Anniversary Date”). If a Lender agrees, in its individual and sole discretion, to renew its Commitment (an “Extending Lender”), it will notify the Borrowers may request that Administrative Agent, in writing, of its decision to do so no earlier than 30 days prior to the Lender extend the applicable Noticed Anniversary Date (but in any event no later than 20 days prior to such Noticed Anniversary Date). The Administrative Agent will notify the date which is 364 Borrower, in writing, of the Lenders’ decisions no later than 15 days from the prior to such Noticed Anniversary Date. The Extending Lenders’ Commitments will be renewed for an additional year from the then existing Termination Date, provided that (i) more than 50% of the Total Commitments is extended or otherwise committed to by Extending Lenders and any new Lenders and (ii) all representations and warranties made by the Borrower in or pursuant to the Loan 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 representations and warranties set forth in Sections 4.2 and 4.7 shall not be required to be restated. Any Lender shall that declines or does not respond to such the Borrower’s request no later than 10 days prior to the Anniversary Date and failure by the Lender to respond by such date shall indicate for commitment renewal (a “Declining Lender”) will have its unwillingness to agree to such requested extension. At any time more than 60 days before such Anniversary Date, the Lender may propose, by written notice to the Borrowers, an extension of this Agreement to such later date on such terms and conditions as the Lender may then require. If the extension of this Agreement to such later date is acceptable to the Borrowers Commitment terminated on the terms and conditions proposed by the Lender, the Borrower shall notify the Lender of their acceptance of such terms and conditions no later than the Anniversary Date, and such later date will become the Termination Date hereunder and this Agreement shall otherwise be amended in a manner mutually agreed among the Borrowers and the Lenders and as described in the Lender’s notice proposing the extension of this Agreement upon the Lender’s receipt earlier of (i) an amendment the then existing Termination Date (without regard to this Agreement signed any renewals by other Lenders) (the Borrowers “Existing Termination Date”) and the Lender, (ii) resolutions of each Borrower’s Board of Directors (or other governing body) authorizing the date such extension, and (iii) an opinion of counsel Declining Lender is replaced in accordance with Section 2.17. The Borrower will have the right to the Foreign Borrower(s) equivalent in form and substance reasonably accept commitments from third party financial institutions acceptable to the LenderAdministrative Agent in an amount equal to the amount of the Commitments of any Declining 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 other financial institutions for the Declining Lenders. The Borrower may only so extend the Termination Date twice.

Extension Option. At any time not earlier than 60 days prior to, nor later than 30 days prior to, the Termination Date then in effect (the “Anniversary Date”), the Borrowers The Borrower may request that the Total Commitments be renewed for additional one year periods by providing notice of such request to the Administrative Agent no earlier than a number of days specified by the Administrative Agent from time to time prior to the then next occurring anniversary of the Closing Date (each, a "Noticed Anniversary Date"). If a Lender agrees, in its individual and sole discretion, to extend its Commitment (an "Extending Lender"), it will notify the Administrative Agent, in writing, of its decision to do so no later than a number of days prior to the applicable Noticed Anniversary Date specified by the Administrative Agent from time to time (but in any event not later than 20 days prior to such Noticed Anniversary Date). The Administrative Agent will notify the date which is 364 Borrower, in writing, of the Lenders' decisions no later than 5 days from the prior to such Noticed Anniversary Date. The Lender shall respond to such request no later than 10 days prior to Extending Lenders' Commitments will be renewed for an additional one year from the Anniversary then existing Termination Date and failure by the Lender to respond by such date extended Termination Date shall indicate its unwillingness to agree to such requested extension. At any time more than 60 days before such Anniversary Date, the Lender may propose, by written notice to the Borrowers, an extension of this Agreement to such later date on such terms and conditions as the Lender may then require. If the extension of this Agreement to such later date is acceptable to the Borrowers on the terms and conditions proposed by the Lender, the Borrower shall notify the Lender of their acceptance of such terms and conditions no later than the Anniversary Date, and such later date will become the Termination Date hereunder and (except as otherwise provided in this Agreement shall Section 2.18 as to Declining Lenders), provided that (i) more than 50% of the Total Commitments is extended or otherwise be amended in a manner mutually agreed among the Borrowers and the committed to by Extending Lenders and any new Lenders and (ii) all representations and warranties made by the Borrower in or pursuant to the Loan Documents shall be true and correct in all material respects on and as described 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 representations and warranties set forth in Sections 4.2 and 4.7 shall not be required to be restated. Any Lender that declines or does not respond to the Borrower's request for commitment renewal (a "Declining Lender’s notice proposing ") will have its Commitment terminated on the extension of this Agreement upon the Lender’s receipt earlier of (i) an amendment the then existing Termination Date (without regard to this Agreement signed any renewals by other Lenders) (the Borrowers "Existing Termination Date") and the Lender, (ii) resolutions of each Borrower’s Board of Directors (or other governing body) authorizing the date such extensionDeclining Lender is replaced in accordance with Section 2.17, and (iii) an opinion of counsel at such time the Borrower shall repay all Loans, participations in LC Disbursements, participating interests in Swingline Loans and Swingline Participation Amounts and other amounts owing to such Declining Lender. The Borrower will have the Foreign Borrower(s) equivalent in form and substance reasonably right to accept commitments from third party financial institutions acceptable to the LenderAdministrative Agent in an amount up to the amount of the Commitments of any Declining 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 other financial institutions for the Declining Lenders. The Borrower may only so extend the Termination Date 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 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 Amendment, with respect to such extension.

Extension Option. At any time not earlier than 60 days prior to, nor later than 30 days prior to, (a) The Company may by notice to the Termination Date then in effect Facility Agent (the “Anniversary Date”), the Borrowers may request that the Lender extend the Anniversary Date to the date which is 364 Initial Extension Request) not more than 90 days from the Anniversary Date. The Lender shall respond to such request no later than 10 days prior to the Anniversary Date and failure by the Lender to respond by such date shall indicate its unwillingness to agree to such requested extension. At any time more not less than 60 days before such Anniversary Datethe first anniversary of the date of this Agreement (the First Anniversary), request that the Lender Final Maturity Date be extended for a further period of 364 days. (b) The Company may propose, by written notice to the Borrowers, an extension Facility Agent (the Second Extension Request) not more than 90 days and not less than 60 days before the second anniversary of the date of this Agreement to such later (the Second Anniversary), request that the Final Maturity Date be the third anniversary of the date on such terms and conditions as the Lender may then require. If the extension of this Agreement plus 728 days. (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 sole discretion, agree to such later any Extension Request. Each Lender that agrees to an Extension Request by the date is acceptable falling 15 days before, the relevant anniversary of the date of this Agreement, will extend its Commitment for a further period of 364 days or 728 days, as applicable, from the then current Final Maturity Date and the Final Maturity Date with respect to the Borrowers on Commitment of that Lender will be, subject to paragraph (e) below, extended accordingly with effect from the terms and conditions proposed by the Lenderthen current Final Maturity Date. (e) Notwithstanding paragraph (d) above, the Borrower shall Final Maturity Date will not be extended unless the Extension Majority Lenders have agreed to the Extension Request. (f) If any 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 Extension Request and its Commitment will not be extended. (g) Each Extension Request is irrevocable. (h) Subject to Paragraph (e) above, if one or more (but not all) of the Lenders agree to an Extension Request, then the Facility Agent must notify the Lender of their acceptance of such terms and conditions no later than the Anniversary Date, and such later date will become the Termination Date hereunder and this Agreement shall otherwise be amended in a manner mutually agreed among the Borrowers Company and the Lenders and as described which have agreed to the extension, identifying in that notification which Lenders have not agreed to the Lender’s notice proposing the extension of this Agreement upon the Lender’s receipt of Extension Request. (i) an amendment to this Agreement signed by the Borrowers and the Lender, (ii) resolutions of Each Borrower must repay each Borrower’s Board of Directors (or other governing body) authorizing such extension, and (iii) an opinion of counsel Lender that has not agreed to the Foreign Borrower(s) equivalent Extension Request its share in form and substance reasonably acceptable each Loan made to it on the Final Maturity Date which applies to that Lender.

Extension Option. At any time not (a) The Borrower may request that the Total Commitments be renewed for additional one year periods by providing notice of such request to the Administrative Agent no earlier than 60 a number of days specified by the Administrative Agent from time to time prior toto the then next occurring anniversary of the Closing Date (each, nor later than 30 days prior to, the Termination Date then in effect (the a “Noticed Anniversary Date”). If a Lender agrees, in its individual and sole discretion, to extend its Commitment (an “Extending Lender”), it will notify the Borrowers may request that Administrative Agent, in writing, of its decision to do so no later than a number of days prior to the Lender extend the applicable Noticed Anniversary Date specified by the Administrative Agent from time to time (but in any event not later than 20 days prior to such Noticed Anniversary Date). The Administrative Agent will notify the date which is 364 Borrower, in writing, of the Lenders’ decisions no later than 5 days from the prior to such Noticed Anniversary Date. The Lender shall respond to such request no later than 10 days prior to Extending Lenders’ Commitments will be renewed for an additional one year from the Anniversary then existing Termination Date and failure by the Lender to respond by such date extended Termination Date shall indicate its unwillingness to agree to such requested extension. At any time more than 60 days before such Anniversary Date, the Lender may propose, by written notice to the Borrowers, an extension of this Agreement to such later date on such terms and conditions as the Lender may then require. If the extension of this Agreement to such later date is acceptable to the Borrowers on the terms and conditions proposed by the Lender, the Borrower shall notify the Lender of their acceptance of such terms and conditions no later than the Anniversary Date, and such later date will become the Termination Date hereunder and (except as otherwise provided in this Agreement shall Section 2.18 as to Declining Lenders), provided that (i) more than 50% of the Total Commitments is extended or otherwise be amended in a manner mutually agreed among the Borrowers and the committed to by Extending Lenders and any new Lenders,(ii) all representations and warranties made by the Borrower in or pursuant to the Loan Documents shall be true and correct in all material respects on and as described 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 representations and warranties set forth in Sections 4.2 and 4.7 shall not be required to be restated. Any Lender that declines or does not respond to the Borrower’s request for commitment renewal (a “Declining Lender’s notice proposing ”) will have its Commitment terminated on the extension of this Agreement upon the Lender’s receipt earlier of (i) an amendment the then existing Termination Date (without regard to this Agreement signed any renewals by other Lenders) (the Borrowers “Existing Termination Date”) and the Lender, (ii) resolutions of each Borrower’s Board of Directors (or other governing body) authorizing the date such extensionDeclining Lender is replaced in accordance with Section 2.17, and (iii) an opinion of counsel at such time the Borrower shall repay all Loans, participations in LC Disbursements, participating interests in Swingline Loans and Swingline Participation Amounts and other amounts owing to such Declining Lender. The Borrower will have the right to accept commitments from third party financial institutions subject to the Foreign Borrower(sconsent of the Administrative Agent and the Issuing Lenders (such consent of the Administrative Agent or the Issuing Lenders not to be unreasonably withheld) equivalent in form and substance reasonably acceptable an amount up to the Lenderamount of the Commitments of any Declining 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 other financial institutions for the Declining Lenders. The Borrower may only so extend the Termination Date twice.

Extension Option. At any time not No earlier than 60 days prior to, nor and no later than 30 days prior toto each anniversary of the Agreement Date occurring prior to any exercise of the Term-Out option pursuant to Section 2.8 hereof, the Termination Date then in effect (the “Anniversary Date”), the Borrowers may request that the Lender extend the Anniversary Date to the date which is 364 days from the Anniversary Date. The Lender shall respond to such request no later than 10 days prior to the Anniversary Date and failure by the Lender to respond by such date shall indicate its unwillingness to agree to such requested extension. At any time more than 60 days before such Anniversary Date, the Lender may proposeBorrower may, by written notice to the BorrowersAdministrative Agent, request that the Lenders extend the Facility Termination Date for an additional year. Any election by a Lender to extend the term of its Commitment pursuant to 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 prior to the relevant anniversary of the Agreement Date by Lenders then holding not less than 51% of the Commitments. 2.7.2 In the event that Lenders then holding not less than 51% of the Commitments but less than 100% of the Commitments shall agree to an extension of requested pursuant to this Agreement to such later date on such terms and conditions as the Lender may then require. If the extension of this Agreement to such later date is acceptable to the Borrowers on the terms and conditions proposed by the LenderSection 2.7, the Borrower shall notify the be entitled to propose a new Lender of their acceptance of such terms and conditions no later than the Anniversary Date, and such later date will become the Termination Date hereunder and this Agreement or Lenders (which shall otherwise be amended in a manner mutually agreed among the Borrowers and the Lenders and as described in the Lender’s notice proposing the extension of this Agreement upon the Lender’s receipt of (i) an amendment to this Agreement signed by the Borrowers and the Lender, (ii) resolutions of each Borrower’s Board of Directors (or other governing body) authorizing such extension, and (iii) an opinion of counsel to the Foreign Borrower(s) equivalent in form and substance reasonably acceptable to the LenderAdministrative 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. At any time not earlier than 60 days prior to, nor later than 30 days prior to, the Termination Date then in effect (the “Anniversary Date”), the Borrowers The Borrower may request that the Lender extend the Anniversary Date Total Commitments be renewed for additional one year periods by providing notice of such request (such notice, an “Extension Notice”) to the date which is 364 days from the Anniversary Date. The Lender shall respond to such request Administrative Agent no later more frequently than 10 days prior to the Anniversary Date and failure by the Lender to respond by such date shall indicate its unwillingness to agree to such requested extension. At any time more than 60 days before such Anniversary Date, the Lender may propose, by written notice to the Borrowers, an extension of this Agreement to such later date on such terms and conditions as the Lender may then requireonce in a calendar year. If the extension of this Agreement a Lender agrees, in its individual and sole discretion, to such later date is acceptable to the Borrowers on the terms and conditions proposed by the extend its Commitment (an “Extending Lender”), the Borrower shall it will notify the Lender Administrative Agent, in writing, of their acceptance of such terms and conditions its decision to do so no later than the Anniversary Dateapplicable deadline specified by the Extension Notice. The Administrative Agent will notify the Borrower, in writing, of the Lenders’ decisions promptly following such deadline. The Extending Lenders’ Commitments will be renewed for an additional one year from the then existing Termination Date and such later date will extended Termination Date shall become the Termination Date hereunder and (except as otherwise provided in this Agreement shall Section 2.18 as to Declining Lenders), provided, that (i) more than 50% of the Total Commitments is extended or otherwise be amended in a manner mutually agreed among the Borrowers and the committed to by Extending Lenders and any new Lenders, (ii) all representations and warranties made by the Borrower in or pursuant to the Loan Documents shall be true and correct in all material respects on and as described 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 representations and warranties set forth in Sections 4.2, 4.7 and 4.11 shall not be required to be restated. Any Lender that declines or does not respond to the Borrower’s request for commitment renewal (a “Declining Lender’s notice proposing ”) will have its Commitment terminated on the extension of this Agreement upon the Lender’s receipt earlier of (i) an amendment the then existing Termination Date (without regard to this Agreement signed any renewals by other Lenders) (the Borrowers “Existing Termination Date”) and the Lender, (ii) resolutions of each Borrower’s Board of Directors (or other governing body) authorizing the date such extensionDeclining Lender is replaced in accordance with Section 2.17, and (iiiat such time the Borrower shall repay all Loans, participations in LC Disbursements and other amounts owing to such Declining Lender; provided that if any Declining Lender or any Lender holding a Commitment with a Non-Extended Termination Date assigns all or any portion of its Commitment prior to its termination pursuant Section 9.6(c) an opinion and the Assignee of counsel 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 Foreign Borrower(s) equivalent in form and substance reasonably acceptable latest applicable Termination Date upon such assignment without the consent of the Administrative Agent or any other Lender. The Borrower will have the right to accept commitments from third party financial institutions subject to the Lenderconsent of the Administrative Agent and the Issuing Lenders (such consent of the Administrative Agent or the Issuing Lenders not to be unreasonably withheld) in an amount up to the amount of the Commitments of any Declining Lenders. The Borrower may extend the Termination Date no more than twice following the Effective Date pursuant to this Section 2.18.

Extension Option. At any (a) So long as at the time no Default shall exist, the Commitment Termination Date may 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 Commitment Termination Date may only be so extended once per year. If the Company wishes to request an extension of the Commitment Termination Date, the Company shall give written notice to that effect to the Administrative Agent not earlier less than 60 45 days nor more than 90 days prior toto each anniversary of the Closing Date that occurs prior to the Commitment Termination Date then in effect, nor later than 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 discretion, within 30 days prior toof such notice from the Administrative Agent. If any Lender shall not have responded affirmatively within such 30-day period, such Lender shall be deemed to have rejected the Company’s proposal to extend such Lender’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 substantially the form of Exhibit L hereto (the “Extension Agreement”) duly completed and signed by the Company, the Administrative Agent and all of the Lenders that have responded affirmatively. No extension of the Commitments pursuant to this Section 2.18 shall be legally binding on any party hereto unless and until such Extension Agreement is so executed and delivered by Lenders having more than 50% of the 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 effect 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 (B) the “Anniversary 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 Lender’s Commitment as contemplated by clause (A) of the first sentence of this subsection (b), the Borrowers may request 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 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 is terminated shall terminate; provided that the Lender extend the Anniversary Date Company shall, if and to the date extent necessary to permit such redetermination of participations in Letters of Credit and Swing Line Loans within the limits of the Commitments which is 364 days from the Anniversary Date. The Lender shall respond to such request no later than 10 days prior to the Anniversary Date and failure by the Lender to respond by are not terminated, prepay on such date shall indicate its unwillingness to agree to such requested extension. At any time more than 60 days before such Anniversary Date, a portion of the Lender may propose, by written notice to the Borrowers, an extension of this Agreement to such later date on such terms and conditions as the Lender may then require. If the extension of this Agreement to such later date is acceptable to the Borrowers on the terms and conditions proposed by the Lender, the Borrower shall notify the Lender of their acceptance of such terms and conditions no later than the Anniversary Dateoutstanding Loans, and such later date will become the Termination Date hereunder redetermination and this Agreement termination of participations in outstanding Letters of Credit shall otherwise be amended in a manner mutually agreed among the Borrowers and conditioned upon its having done so. (c) The Administrative Agent shall promptly notify the Lenders and as described in of the Lender’s notice proposing the effectiveness of each extension of this Agreement upon the Lender’s receipt of (i) an amendment Commitments pursuant to this Agreement signed by the Borrowers and the Lender, (ii) resolutions of each Borrower’s Board of Directors (or other governing body) authorizing such extension, and (iii) an opinion of counsel to the Foreign Borrower(s) equivalent in form and substance reasonably acceptable to the LenderSection 2.18.

Extension Option. At any time not earlier than 60 days prior to, nor later than 30 days prior to, the Termination Date then in effect (the “Anniversary Date”), the Borrowers The Borrower may request that the Lender extend the Anniversary Date Total Commitments be renewed for additional one year periods by providing notice of such request (such notice, an “Extension Notice”) to the date which is 364 days from the Anniversary Date. The Lender shall respond to such request Administrative Agent no later more frequently than 10 days prior to the Anniversary Date and failure by the Lender to respond by such date shall indicate its unwillingness to agree to such requested extension. At any time more than 60 days before such Anniversary Date, the Lender may propose, by written notice to the Borrowers, an extension of this Agreement to such later date on such terms and conditions as the Lender may then requireonce in a calendar year. If the extension of this Agreement a Lender agrees, in its individual and sole discretion, to such later date is acceptable to the Borrowers on the terms and conditions proposed by the extend its Commitment (an “Extending Lender”), the Borrower shall it will notify the Lender Administrative Agent, in writing, of their acceptance of such terms and conditions its decision to do so no later than the Anniversary Dateapplicable deadline specified by the Extension Notice. The Administrative Agent will notify the Borrower, in writing, of the Lenders’ decisions promptly following such deadline. The Extending Lenders’ Commitments will be renewed for an additional one year from the then existing Termination Date and such later date will extended Termination Date shall become the Termination Date hereunder and (except as otherwise provided in this Agreement shall Section 2.18 as to Declining Lenders), provided, that (i) more than 50% of the Total Commitments is extended or otherwise be amended in a manner mutually agreed among the Borrowers and the committed to by Extending Lenders and any new Lenders, (ii) all representations and warranties made by the Borrower in or pursuant to the Loan Documents shall be true and correct in all material respects on and as described 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 representations and warranties set forth in Sections 4.2, 4.7 and 4.11 shall not be required to be restated. Any Lender that declines or does not respond to the Borrower’s request for commitment renewal (a “Declining Lender’s notice proposing ”) will have its Commitment terminated on the extension of this Agreement upon the Lender’s receipt earlier of (i) an amendment the then existing Termination Date (without regard to this Agreement signed any renewals by other Lenders) (the Borrowers and the Lender, (ii“Existing Termination Date”) resolutions of each Borrower’s Board of Directors (or other governing body) authorizing such extension, and (iii) an opinion of counsel to the Foreign Borrower(s) equivalent in form and substance reasonably acceptable to the Lender.and

Extension Option. (a) At any time not earlier than 60 within ninety (90) days of any anniversary of the Closing Date occurring prior to, nor later than 30 days prior toto the Scheduled Termination Date, the Termination Date then in effect (Borrower may, by notice to the “Anniversary Date”)Lenders, the Borrowers may request that the Lender Lenders extend the Anniversary Scheduled Termination Date for one (1) additional year; provided, that, the Borrower may make not more than two such requests from and after the Closing Date. Each Lender shall, by notice to the Borrower and the Agent not later than the thirtieth (30th) day following the date which is 364 days of any such request from the Anniversary DateBorrower, advise the Borrower whether or not it agrees to extend the Scheduled Termination Date as requested. The Each decision by a Lender shall respond to 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 no later than 10 days prior from the Borrower shall be deemed to the Anniversary Date and failure by the Lender to respond by such date shall indicate its unwillingness have declined to agree to such requested extension. At 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 Lender”. (b) If Lenders holding Commitments representing at least fifty (50%) of the Aggregate Commitments agree to any time 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 solely as to the 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 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 such extension. If Non-Extending Lenders hold Commitments representing more than 60 days before such Anniversary Datefifty (50%) of the Aggregate Commitments, then the Lender may propose, by written notice to Borrower shall withdraw its extension request and the Borrowers, an extension of this Agreement to such later date on such terms and conditions as the Lender may then requireScheduled Termination Date will remain unchanged. If Lenders holding Commitments representing at least fifty (50%) of the Aggregate Commitments are Approving Lenders with respect to any request for extension of made in accordance with this Agreement to such later date is acceptable to the Borrowers on the terms and conditions proposed by the LenderSection 2.15, the Borrower shall notify the may replace any Non-Extending Lender of their acceptance of such terms and conditions no later than the Anniversary Date, and such later date will become the Termination Date hereunder and this Agreement shall otherwise be amended in a manner mutually agreed among the Borrowers and the Lenders and as described in the Lender’s notice proposing the extension of this Agreement upon the Lender’s receipt of (i) an amendment to this Agreement signed by the Borrowers and the Lender, (ii) resolutions of each Borrower’s Board of Directors (or other governing body) authorizing such extension, and (iii) an opinion of counsel to the Foreign Borrower(s) equivalent in form and substance reasonably acceptable to the Lenderaccordance with Section 10.13.

Extension Option. At any time not earlier than 60 days prior to, nor later than 30 days prior to, the Termination Date then in effect (the “Anniversary Date”), the Borrowers The Borrower may request that the Lender extend the Anniversary Date Commitments be extended for additional one year periods by providing not less than 65 days' written notice to the date which is 364 Administrative Agent prior to any anniversary of the Closing Date (each, a "Noticed Anniversary Date"). If a Lender agrees, in its individual and sole discretion, to extend its Commitment (such Lender, an "Extending Lender"), it will notify the Administrative Agent, in writing, of its decision to do so no later than 20 days from prior to the applicable Noticed Anniversary Date. The Lender shall respond to such request Administrative Agent will notify the Borrower, in writing, of the Lenders' decisions no later than 10 15 days prior to such Noticed Anniversary Date. The Extending Lenders' Commitments will be extended for an additional year from the Anniversary Termination Date (the "Extended Termination Date") or the Extended Termination Date (the "Second Extended Termination Date"); provided that (i) more than 50% of the Commitments is extended or otherwise committed to by Extending Lenders and failure any new Lenders and (ii) on the date of any request by the Lender Borrower to respond by such date shall indicate its unwillingness to agree to such requested extension. At any time more than 60 days before such Anniversary Dateextend the Commitments, the applicable conditions set forth in Section 5.2 shall be satisfied. No Lender may propose, by written notice shall be required to consent to any such extension request and any Lender that declines or does not respond to the Borrowers, Borrower's request for commitment renewal (a "Declining Lender") will have its Commitment terminated on the then existing Termination Date (without regard to any renewals by other Lenders). The Borrower will have the right to accept commitments from Eligible Assignees in an extension amount equal to the amount of the Commitments of any Declining 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 Assignees for the Declining Lenders. The Borrower may only extend the Termination Date twice during the term of this Agreement to such later date on such terms and conditions as the Lender may then require. If the extension of this Agreement to such later date is acceptable to the Borrowers on the terms and conditions proposed by the Lender, the Borrower shall notify the Lender of their acceptance of such terms and conditions no later than the Anniversary Date, and such later date will become the Termination Date hereunder and this Agreement shall otherwise be amended in a manner mutually agreed among the Borrowers and the Lenders and as described in the Lender’s notice proposing the extension of this Agreement upon the Lender’s receipt of (i) an amendment pursuant to this Agreement signed by the Borrowers and the Lender, (ii) resolutions of each Borrower’s Board of Directors (or other governing body) authorizing such extension, and (iii) an opinion of counsel to the Foreign Borrower(s) equivalent in form and substance reasonably acceptable to the LenderSection 2.6.

Extension Option. At any time not After the first anniversary of the Agreement, and then no earlier than 60 days prior to, nor and no later than 30 days prior toto each anniversary of the Agreement Date, but on no more than two occasions, the Termination Date then in effect (the “Anniversary Date”), the Borrowers may request that the Lender extend the Anniversary Date to the date which is 364 days from the Anniversary Date. The Lender shall respond to such request no later than 10 days prior to the Anniversary Date and failure by the Lender to respond by such date shall indicate its unwillingness to agree to such requested extension. At any time more than 60 days before such Anniversary Date, the Lender may proposeBorrower may, by written notice to the BorrowersAdministrative Agent, request that the Lenders extend the Facility Termination Date for an additional year. Any election by a Lender to extend the term of its Commitment pursuant to 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 prior to the relevant anniversary of the Agreement Date by Lenders then holding more than 50% of the Commitments. 2.6.2 In the event that Lenders then holding more than 50% of the Commitments but less than 100% of the Commitments shall agree to an extension of requested pursuant to this Agreement to such later date on such terms and conditions as the Lender may then require. If the extension of this Agreement to such later date is acceptable to the Borrowers on the terms and conditions proposed by the LenderSection 2.6, the Borrower shall notify be entitled to propose a new Lender or Lenders (which shall be reasonably acceptable to the Administrative Agent, the Swingline Lender and the Issuing Banks), or an increase in the Commitment or Commitments of their acceptance 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 terms Lender shall continue in full force and conditions no later than effect until the Anniversary Date, and such later date will become the Facility Termination Date hereunder 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 this Agreement shall otherwise be amended in a manner mutually agreed among the Borrowers and the Lenders and as described in the Lender’s notice proposing agree to the extension of this Agreement upon the Lender’s receipt of requested. Any Eligible Assignee (iif not already a Lender hereunder) an amendment shall become a party to this Agreement signed by the Borrowers and the Lender, (ii) resolutions of each Borrower’s Board of Directors (or other governing body) authorizing such extension, and (iii) an opinion of counsel agreement as a Lender pursuant to the Foreign Borrower(s) equivalent a joinder agreement in form and substance reasonably acceptable satisfactory to the Administrative Agent and the Borrower. In the event of such a replacement, such existing 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 Letters of Credit and Swingline Loans in accordance with its Applicable Percentage. 2.6.5 An extension of the Facility Termination Date pursuant to this Section 2.6 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. At any time not earlier than 60 days prior to, nor later than 30 days prior to, the Termination Date then in effect (the “Anniversary Date”), the Borrowers a) The Borrower may request that the Lender extend Commitments be extended for up to two additional one year periods after any then existing Final Maturity Date by providing not less than 60 days’ written notice (the Anniversary Date date of such notice, a “Notice Date”) to the date which is 364 Administrative Agent prior to any then existing Final Maturity Date. If a Lender agrees, in its individual and sole discretion, to extend its Commitment (such Lender, an “Extending Bank”), it will notify the Administrative Agent, in writing, of its decision to do so no later than 20 days from after the Anniversary applicable Notice Date. The Lender shall respond to such request Administrative Agent will notify the Borrower, in writing, of the Lenders’ decisions no later than 10 25 days prior after such Notice Date. (b) No Lender shall be required to consent to any such extension request or be required to increase its Commitment and any Lender that declines or does not respond to the Anniversary Date and failure by the Lender to respond by such date shall indicate its unwillingness to agree to such requested extension. At any time more than 60 days before such Anniversary Date, the Lender may propose, by written notice to the Borrowers, Borrower’s request for an extension of this Agreement the Commitments (a “Declining Lender”) will have its Commitment assigned to such later date one or more Additional Commitment Banks (as defined below) in accordance with Section 2.15 or, if not so assigned, terminated on such terms and conditions as the Lender may then require. If the existing Final Maturity Date (without regard to any extension of this Agreement the Commitments of other Lenders). (c) On or before any then existing Final Maturity Date in respect of which a notice pursuant to Section 2.18(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 later date additional Commitments of Extending Banks is acceptable to less than the Borrowers on aggregate amount of the terms and conditions proposed by Commitments of the LenderDeclining Banks, the Borrower shall notify have the Lender of their acceptance 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 9.04(b) (each, together with any such Extending Bank to the extent of such terms 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 conditions no later than Acceptance pursuant to which such Additional Commitment Bank shall, effective as of the Anniversary then existing Final Maturity Date, and undertake a Commitment (and, if any such later date 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 Extending Banks will become have the Termination Date hereunder and this Agreement shall otherwise right to undertake additional Commitments 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 Bank with any Eligible Assignee that is not already a Lender (it being understood that the Administrative Agent, in consultation with the Borrower, will be amended able to allocate the aggregate amount of the Commitments of the Declining Banks among each such Extending Bank in a manner mutually an amount not to exceed the additional Commitment that such Extending Bank agreed among to undertake). (d) If the Borrowers Commitments of the Extending Banks and the Additional Commitment Banks aggregate 50% or less of the aggregate Commitments of all Lenders as of immediately prior to such then existing Final Maturity Date, none of the Commitments (including the Commitment of any Extending Bank) will be extended and the Final Maturity Date for each Lender shall remain unchanged. (e) If (1) the Commitments of the Extending Banks and the Additional Commitment Banks aggregate greater than 50% of the aggregate Commitments of all Lenders as described of immediately prior to such then existing Final Maturity Date and (2) and on such then existing Final Maturity Date, the applicable conditions set forth in the Lender’s notice proposing the extension Section 4.03 shall be satisfied, then, effective as of this Agreement upon the Lender’s receipt of such then existing Final Maturity Date, (i) the Final Maturity Date for each Bank that is an amendment Extending Bank or an Additional Commitment Bank shall automatically become the date that is one year following such then existing Final Maturity Date as in effect immediately prior to this Agreement signed by the Borrowers and the Lendersuch extension, (ii) resolutions the Final Maturity Date for each Lender that is a Declining Bank shall remain unchanged, (iii) each Additional Commitment Bank that is not already a Lender shall thereupon become a “Lender” for all purposes of this Agreement with a Commitment, and each Borrower’s Board of Directors (or other governing bodyAdditional Commitment Bank that is already a Lender shall thereupon have an additional Commitment, in each case as contemplated by Section 2.18(c) authorizing such extensionabove, and (iiiiv) an opinion the aggregate amount of counsel the Commitments shall equal the aggregate of the Commitments of the Extending Banks and the Additional Commitment Banks at such time, provided such amount will not exceed the aggregate amount of the Commitments in effect immediately prior to the Foreign Borrower(s) equivalent in form and substance reasonably acceptable to the Lendersuch then existing Final Maturity Date unless otherwise permitted by Section 2.01(b).

Extension Option. At any time not earlier than 60 days prior to, nor later than 30 days prior to, the Termination Date then in effect (the “Anniversary Date”), the Borrowers The Borrower may request that the Lender extend the Anniversary Date Total Commitments be renewed for additional one year periods by providing notice of such request (such notice, an “Extension Notice”) to the date which is 364 days from the Anniversary Date. The Lender shall respond to such request Administrative Agent no later more frequently than 10 days prior to the Anniversary Date and failure by the Lender to respond by such date shall indicate its unwillingness to agree to such requested extension. At any time more than 60 days before such Anniversary Date, the Lender may propose, by written notice to the Borrowers, an extension of this Agreement to such later date on such terms and conditions as the Lender may then requireonce in a calendar year. If the extension of this Agreement a Lender agrees, in its individual and sole discretion, to such later date is acceptable to the Borrowers on the terms and conditions proposed by the extend its Commitment (an “Extending Lender”), the Borrower shall it will notify the Lender Administrative Agent, in writing, of their acceptance of such terms and conditions its decision to do so no later than the Anniversary Dateapplicable deadline specified by the Extension Notice. The Administrative Agent will notify the Borrower, in writing, of the Lenders’ decisions promptly following such deadline. The Extending Lenders’ Commitments will be renewed for an additional one year from the then existing Termination Date and such later date will extended Termination Date shall become the Termination Date hereunder and (except as otherwise provided in this Agreement shall Section 2.18 as to Declining Lenders), provided, that (i) more than 50% of the Total Commitments is extended or otherwise be amended in a manner mutually agreed among the Borrowers and the committed to by Extending Lenders and any new Lenders, (ii) all representations and warranties made by the Borrower in or pursuant to the Loan Documents shall be true and correct in all material respects on and as described 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 representations and warranties set forth in Sections 4.2, 4.7 and 4.11 shall not be required to be restated. Any Lender that declines or does not respond to the Borrower’s request for commitment renewal (a “Declining Lender’s notice proposing ”) will have its Commitment terminated on the extension of this Agreement upon the Lender’s receipt earlier of (i) an amendment the then existing Termination Date (without regard to this Agreement signed any renewals by other Lenders) (the Borrowers “Existing Termination Date”) and the Lender, (ii) resolutions of each Borrower’s Board of Directors (or other governing body) authorizing the date such extensionDeclining Lender is replaced in accordance with Section 2.17, and (iiiat such time the Borrower shall repay all Loans, participations in LC Disbursements and other amounts owing to such Declining Lender; provided that if any Declining Lender or any Lender holding a Commitment with a Non-Extended Termination Date assigns all or any portion of its Commitment prior to its termination pursuant Section 9.6(c) an opinion and 42 509265-1292-1635217123-Active.25783117.740387902.9 ​ the Assignee of counsel 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 Foreign Borrower(s) equivalent in form and substance reasonably acceptable latest applicable Termination Date upon such assignment without the consent of the Administrative Agent or any other Lender. The Borrower will have the right to accept commitments from third party financial institutions subject to the Lenderconsent of the Administrative Agent and the Issuing Lenders (such consent of the Administrative Agent or the Issuing Lenders not to be unreasonably withheld) in an amount up to the amount of the Commitments of any Declining Lenders. The Borrower may extend the Termination Date no more than twice following the Effective Date pursuant to this Section 2.18.

Extension Option. At (a) The Borrower may request, at any time not earlier than 60 days prior toafter the first anniversary of the Closing Date, nor later than 30 days prior to, to extend the then-effective Revolving Loan Termination Date then in effect 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 (the a “Anniversary DateNotice to Extend”), the Borrowers may request that the Lender extend the Anniversary Date ) to the Agent at least 20 Business Days before (or such other date as is agreed upon by the Agent) the date on which is 364 days from the Anniversary DateBorrower proposes such extension to become effective (and the Agent shall promptly inform the Lenders thereof). The Each Lender shall respond to such request notify the Agent no later than 10 days prior after the date of receipt of the Notice to the Anniversary Date and failure Extend by the Agent that either (A) such Lender declines to respond by consent to extending the Revolving Loan Termination Date or (B) such date Lender consents to extending the Revolving Loan Termination Date (any such consenting Lender, an “Extending Lender”). Any Lender not responding within the above time period shall indicate its unwillingness be deemed not to agree 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 requested extension. At any time more than 60 days before request for extension (each such Anniversary DateLender, the Lender may propose, by written notice to the Borrowers, an extension of this Agreement to such later date on such terms and conditions as the Lender may then require. If the extension of this Agreement to such later date is acceptable to the Borrowers on the terms and conditions proposed by the a “Non-Extending Lender”), the Borrower shall notify have the right to replace such Non-Extending Lender of their acceptance of such terms and conditions no later than in accordance with Section 2.21. (c) If the Anniversary Date, and such later date will become the Termination Date hereunder and this Agreement shall otherwise be amended in a manner mutually agreed among the Borrowers and the Required Lenders and as described in the Lender’s notice proposing have consented to the extension of this Agreement upon the Revolving Loan Termination Date, the Revolving Loan Termination Date shall be extended (solely with respect to each Extending Lender’s receipt ) to the date that is one year after the then-effective Revolving Loan Termination Date, effective as of (i) an amendment the date to this Agreement signed be determined by the Borrowers Agent and the Lender, Borrower (ii) resolutions of each Borrower’s Board of Directors (the “Extension Effective Date”). On or other governing body) authorizing such extension, and (iii) an opinion of counsel prior to the Foreign Borrower(s) equivalent Extension Effective Date, the Borrower shall deliver to the Agent, in form and substance reasonably acceptable 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 conditions precedent to the making of any Loan are true and correct. On the earliest applicable Revolving Loan Termination Date, the Borrower shall pay to the Agent, for the account of each applicable Non-Extending Lender, the principal amount of all Loans outstanding owing to such 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 applicable Revolving Loan Termination Date.

Extension Option. At any time (a) The Borrower may, by delivering an Extension Request to the Administrative Agent (who shall promptly deliver a copy to each of the Lenders), not earlier than 60 days prior to, nor later less than 30 days prior to, in advance of the Termination Maturity Date then in effect at such time (the “Anniversary Existing Maturity Date”), the Borrowers may request that the Lender Lenders extend the Anniversary Existing Maturity Date to the date which is 364 days from the Anniversary first anniversary of such Existing Maturity Date. The Lender shall respond ; provided that after giving effect to such request no extension, the Maturity Date shall not be later than 10 days prior to the Anniversary Date and failure by fifth anniversary of the Lender to respond by such date shall indicate its unwillingness to agree to such requested of effectiveness of any maturity extension. At any time more than 60 days before such Anniversary DateEach Lender, the Lender may proposeacting in its sole discretion, shall, by written notice to the BorrowersAdministrative Agent given not later than the date that is the 15th day after the date of the Extension Request, an extension or if such date is not a Business Day, the immediately following Business Day (the “Response Date”), advise the Administrative Agent in writing whether or not such Lender agrees to the requested extension. Each Lender that advises the Administrative Agent that it will not extend the Existing Maturity Date is referred to herein as a “Non-Extending Lender”; provided, that any Lender that does not advise the Administrative Agent of this Agreement its consent to such later date on such terms requested extension by the Response Date and conditions as the any Lender may then require. If the extension of this Agreement to such later date that is acceptable to the Borrowers a Defaulting Lender on the terms and conditions proposed by the Response Date shall be deemed to be a Non-Extending Lender, the Borrower . The Administrative Agent shall notify the Borrower, in writing, of the Lenders’ elections promptly following the Response Date. The election of any Lender of their acceptance of to agree to such terms and conditions an extension shall not obligate any other Lender to so agree. The Maturity Date may be extended no later more than the Anniversary Date, and such later date will become the Termination Date hereunder and two times pursuant to this Agreement shall otherwise be amended in a manner mutually agreed among the Borrowers and the Lenders and as described in the Lender’s notice proposing the extension of this Agreement upon the Lender’s receipt of Section 2.23. (b) (i) an amendment to this Agreement signed If, by the Borrowers Response Date, Lenders holding Commitments that represent 50% or more of the total Commitments shall constitute Non-Extending Lenders, then the Existing Maturity Date shall not be extended and the Lenderoutstanding principal balance of all Loans and other amounts payable hereunder shall be payable, (ii) resolutions of each Borrower’s Board of Directors (or other governing body) authorizing and the Commitments shall terminate, on the Existing Maturity Date in effect prior to such extension, and (iii) an opinion of counsel to the Foreign Borrower(s) equivalent in form and substance reasonably acceptable to the Lender.

Extension Option. At any time (a) The Borrower may, by notice to the Administrative Agent (which shall promptly notify the Lenders) not earlier more than 60 days prior to, nor later and not less than 30 days prior toto any two anniversaries of the Closing Date (each such anniversary, the Termination Date then in effect (the an “Anniversary Date”), the Borrowers may request that the Lender Lenders extend the Anniversary 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 date which is 364 days from Borrower and the Anniversary Date. The Lender shall respond to such request Administrative Agent given no later than 10 the date (herein, the “Consent Date”) that is 20 days prior to after the Anniversary Date and failure by date of the Lender to respond by extension request (or, if such date is not a Business Day, the next succeeding Business Day), advise the Borrower and the Administrative Agent whether or not such Lender agrees to such extension; provided that each Lender that determines not to so extend the Commitment Termination Date (a “Non-Extending Lender”) shall indicate its unwillingness notify the Administrative Agent (which shall notify the other Lenders) of such fact promptly after such determination (but in any event no later than 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 requested extension. At extension shall not obligate any time 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 date of the extension request (or, if such date is not a Business Day, on the next preceding Business Day). (d) If and only if the total of the Revolving Commitments of the Lenders that have agreed to extend their Commitment Termination Date (after giving effect to any Lenders that agree to become Lenders in connection with any extension pursuant to this Section 2.19) shall be more than 60 days before 50% of the aggregate Revolving Commitments in effect immediately prior to the applicable Anniversary Date, then, effective as of such Anniversary Date, the Commitment Termination Date of each extending Lender may proposeshall be extended automatically, without any other action by written notice any Person, to the Borrowersdate that is one year after the Existing Commitment Termination Date, an extension of this Agreement to such later date on such terms and conditions as the Lender may then require. If the extension of this Agreement to such later date is acceptable to the Borrowers provided that, on the terms and conditions proposed by the LenderConsent Date, the Borrower shall conditions set forth in Section 4.02 are satisfied. The Administrative Agent will promptly notify the Lender of their acceptance of such terms and conditions no later than the Anniversary Date, and such later date will become the Termination Date hereunder and this Agreement shall otherwise be amended in a manner mutually agreed among the Borrowers Borrower and the Lenders and as described in the Lender’s notice proposing the of each extension of this Agreement upon the Lender’s receipt of (i) an amendment Commitment Termination Date pursuant to this Agreement signed by the Borrowers and the Lender, (ii) resolutions of each Borrower’s Board of Directors (or other governing body) authorizing such extension, and (iii) an opinion of counsel to the Foreign Borrower(s) equivalent in form and substance reasonably acceptable to the LenderSection 2.19.

Extension Option. At any time (a) The Borrower may by notice to the Agent (an Extension Request) not earlier more than 120 days and not less than 60 days prior tobefore each of the first anniversary of the Signing Date and the second anniversary of the Signing Date (as appropriate), nor later request that the then current Termination Date be extended for a period of 364 days. (b) An Extension Request is irrevocable, unless: (i) all the Lenders agree that it may be withdrawn; or (ii) the Borrower elects to withdraw it in accordance with paragraph (h) below. (c) The Termination Date may not be extended under this Clause on more than two occasions. (d) The Agent must promptly notify the Lenders of any Extension Request. (e) Each Lender may, in its sole discretion, agree or decline to agree to an Extension Request. (f) If a Lender agrees to an Extension Request, in the case of an Extension Request made before the first anniversary of the Signing Date only on or before 10 August 2007, and in any other case, on or before the date falling 30 days prior tofrom the date of the relevant Extension Request, in relation to that Lender, the Termination Date then will be extended in effect (the “Anniversary Date”)relation to that Lender, the Borrowers may request that the Lender extend the Anniversary Date to the date which is 364 specified in the Extension Request. (g) If any Lender fails to reply to an Extension Request on or before the date falling 30 days from the Anniversary Date. date of the relevant Extension Request, it will be deemed to have refused that Extension Request. (h) The Lender shall respond to such request Borrower may (at any time after delivering an Extension Request) withdraw that Extension Request no later than 10 days prior to the Anniversary first anniversary or the second anniversary of the Signing Date (as appropriate to that Extension Request) if one or more Lenders have: (i) refused the Extension Request at that time; or (ii) been deemed to have refused the Extension Request under paragraph (g) above at that time. (i) If a Lender has refused an Extension Request or been deemed to have refused an Extension Request under paragraph (g) above, that Lender shall, at the request of the Borrower, transfer by way of novation all of its rights and failure obligations under the Finance Documents in accordance with Clause 26 (Changes to the Lenders) to such other bank, financial institution, or trust, fund or other entity which is regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets specified by the Borrower where such Person is: (i) willing to assume those rights and obligations in a manner approved by the Agent; and (ii) willing to purchase such rights and obligations from the relevant Lender for an amount or consideration acceptable to respond by that Lender (acting reasonably) (and where such date shall indicate its unwillingness amount or consideration shall, in any case, not be less than the par value of those rights and obligations). (j) Any transfer under paragraph (i) above will be deemed to occur on the then current Termination Date. (k) The Commitment of each Lender which did not agree to such requested extension. At any time more than 60 days before such Anniversary Date, the Lender may propose, by written notice Extension Request will (to the Borrowers, an extension of this Agreement to such later date extent not transferred under paragraphs (i) and (j) above) be automatically cancelled on such terms and conditions as the Lender may then require. If current Termination Date (on the basis that the extension of this Agreement referred to such later date is acceptable in the relevant Extension Request had not occurred) and (to the Borrowers on the terms extent not transferred under paragraphs (i) and conditions proposed by the Lender, (j) above) the Borrower shall notify the Lender of their acceptance of repay each such terms and conditions no later than the Anniversary Date, and such later date will become the Termination Date hereunder and this Agreement shall otherwise be amended in a manner mutually agreed among the Borrowers and the Lenders and as described Lender’s participation in the Lender’s notice proposing Loans on such date of cancellation. (l) No extension will occur under this Clause unless the extension of this Agreement upon the Lender’s receipt of fee referred to in Clause 14.4 (iExtension fee) an amendment has been paid (if any fee is to this Agreement signed by the Borrowers and the Lender, (ii) resolutions of each Borrower’s Board of Directors (or other governing body) authorizing such extension, and (iii) an opinion of counsel to the Foreign Borrower(s) equivalent in form and substance reasonably acceptable to the Lenderbe paid under that Clause).

Extension Option. At any time not earlier than 60 days prior to, nor later than 30 days prior to, 2.3.1 The Parent may by notice to the Termination Date then in effect Facility Agent (the “Anniversary Date”), the Borrowers may request that the Lender extend the Anniversary Date to the date which is 364 days from the Anniversary Date. The Lender shall respond to such request no later than 10 days prior to the Anniversary Date and failure by the Lender to respond by such date shall indicate its unwillingness to agree to such requested extension. At any time Initial Extension Request) not more than 60 days and not less than 30 days before such Anniversary Datethe first anniversary of the date of the Amendment and Restatement Agreement, request that the Lender Final Maturity Date be extended for a further period of one year. 2.3.2 The Parent may propose, by written notice to the BorrowersFacility Agent (the Second Extension Request) no more than 60 days and not less than 30 days before the second anniversary of the date of the Amendment and Restatement Agreement, request that the Final Maturity Date: (a) with respect to Lenders who have agreed to the Initial Extension Request, be extended for a further period of one year; and/or (b) if no Initial Extension Request has been made, or with respect to Lenders who refused the Initial Extension Request: (i) be extended for a period of one year; or (ii) be extended for a period of two years, as selected by the Parent in the notice to the Facility Agent. 2.3.3 The Facility Agent must promptly notify the Lenders of any Initial Extension Request or Second Extension Request (an extension Extension Request). 2.3.4 Each Lender may, in its sole discretion, agree to any Extension Request. Each Lender that agrees to an Extension Request by the date falling 15 days before the relevant anniversary of this the date of the Amendment and Restatement Agreement will extend its Commitments for a further period of one year or two years, as set out in the relevant Extension Request (and as applicable to such later date on such terms and conditions as Lender), from the Lender may then require. If the extension of this Agreement current Final Maturity Date applicable to such later date is acceptable Lender and the Final Maturity Date with respect to the Borrowers Commitments of that Lender will be extended accordingly. 2.3.5 If any Lender fails to reply to an Extension Request on or before the date falling 15 days before the relevant anniversary of the date of the Amendment and Restatement Agreement, it will be deemed to have refused that Extension Request and its Commitments will not be extended. 2.3.6 Subject to sub-clause 2.3.8 below, each Extension Request is irrevocable. 2.3.7 If one or more (but not all) of the Lenders agree to an Extension Request, then the Facility Agent must notify the Parent and the Lenders which have agreed to the extension, identifying in that notification which Lenders have not agreed to the Extension Request. 2.3.8 The Parent may, on the terms basis that one or more of the Lenders have not agreed to the Extension Request and conditions proposed by the Lender, the Borrower shall notify the Lender of their acceptance of such terms and conditions no later than the Anniversary Date, date falling 5 days before the relevant anniversary of the date of the Amendment and such later date will become Restatement Agreement withdraw the Termination Date hereunder and this Agreement shall otherwise be amended in a manner mutually agreed among the Borrowers and the Lenders and as described in the Lender’s request by notice proposing the extension of this Agreement upon the Lender’s receipt of (i) an amendment to this Agreement signed by the Borrowers and the Lender, (ii) resolutions of each Borrower’s Board of Directors (or other governing body) authorizing such extension, and (iii) an opinion of counsel to the Foreign Borrower(s) equivalent in form and substance reasonably acceptable to Facility Agent which will promptly notify the LenderLenders.

Extension Option. At any time not earlier than 60 days prior to5.2.1 The Borrower may, nor later than 30 days prior to, by giving notice to the Termination Date then Facility Agent substantially in effect the form set out in Part 1 of Schedule 7 (the “Anniversary Date”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 Borrowers may first anniversary of Financial Close, request that the Lender extend the Anniversary Initial Repayment Date be extended to the date which is 364 First Extended Repayment Date; and 5.2.1.2 not less than 100 (one hundred) days from (and not more than 120 (one hundred and twenty) days) before the Anniversary second anniversary of Financial Close, request that the First Extended Repayment Date be extended to the Second Extended Repayment Date. . 5.2.2 The Lender shall respond to such request Facility Agent must promptly, but in any event by no later than 10 days prior 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 Anniversary Date and failure 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 respond by such date the Extension Request (the Extending Lenders), shall indicate its unwillingness to agree to such requested extension. At any time more than 60 days before such Anniversary Date, the Lender may propose, by deliver a written notice to the Borrowers, Facility Agent substantially in the form set out in Part 2 of Schedule 7 (Form of Extension Documents) (an extension of this Agreement to such later date on such terms and conditions as the Lender may then requireExtension Acceptance Notice). If a Lender has not delivered an Extension Acceptance Notice on or before the extension of this Agreement Extension Request End Date, it shall be deemed to such later date is acceptable have refused to consent to the Borrowers 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 terms Business Day immediately following the Extension Request End Date, be deemed to have offered all (and conditions proposed by not part only) of its Available Commitment under Facility A and the Lender, the Borrower shall notify the Lender of their acceptance outstanding principal amount of such terms and conditions no later than the Anniversary Date, and such later date will become the Termination Date hereunder and this Agreement shall otherwise be amended in a manner mutually agreed among the Borrowers and the Lenders and as described Non-Extending Lender's participation in the Lender’s notice proposing outstanding Facility A Loan (together with all of its rights and obligations under the extension of this Agreement upon the Lender’s receipt of (iFinance Documents) an amendment to this Agreement signed by the Borrowers and the Lender, (ii) resolutions of each Borrower’s Board of Directors (or other governing body) authorizing such extension, and (iii) an opinion of counsel to the Foreign Borrower(s) equivalent Extending Lender pro rata in form and substance reasonably acceptable to the Lenderaccordance with Clause 5.

Extension Option. At any time not earlier than 60 sixty (60) days prior to, nor later than 30 thirty (30) days prior to, the Termination Date then in effect (the “Anniversary Date”), the Borrowers Borrower may request that the Lender extend the Anniversary Date to the date which is 364 days from the Anniversary Date. The Lender shall respond to such request no later than 10 ten (10) days prior to the Anniversary Date and failure by the Lender to respond by such date shall indicate its unwillingness to agree to such requested extension. At any time more than 60 sixty (60) days before such Anniversary Date, the Lender may propose, by written notice to the BorrowersBorrower, an extension of this Agreement to such later date on such terms and conditions as the Lender may then require. If the extension of this Agreement to such later date is acceptable to the Borrowers Borrower on the terms and conditions proposed by the Lender, the Borrower shall notify the Lender of their acceptance of such terms and conditions no later than the Anniversary Date, and such later date will become the Termination Date hereunder and this Agreement shall otherwise be amended in a manner mutually agreed among between the Borrowers Borrower and the Lenders Lender and as described in the Lender’s notice proposing the extension of this Agreement upon the Lender’s receipt of (i) an amendment to this Agreement signed by the Borrowers Borrower and the Lender, and (ii) resolutions of each the Borrower’s Board of Directors (or other governing body) authorizing such extension, and (iii) an opinion of counsel to the Foreign Borrower(s) equivalent in form and substance reasonably acceptable to the Lender.

Extension Option. At Borrower may request that Lender extend (the “Extension Option”) the Stated Maturity Date to February 7, 2024 (the “Extended Stated Maturity Date”). Upon receipt of any time 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 upon the satisfaction each of the following conditions, with no extension fee or other fee payable to Lender. (a) Borrower will give Lender its written notice requesting such extension (an “Extension Notice”) not earlier less than 60 days prior toto original or then-current Stated Maturity Date, nor later than 30 days prior toas applicable (i.e., the Termination then-current Maturity Date then in without giving effect to the requested extension) (the “Anniversary Current Maturity Date”); (b) No Event of Default exists at the time such request is made and on the then-current Stated Maturity Date (i.e., the Borrowers may 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); (c) Borrower delivers to Lender an Officer’s Certificate confirming the accuracy of the information contained in clause (b) above; and With respect to any request by Borrower to extend the Anniversary Stated Maturity Date pursuant to this Section 2.6, if Borrower is unable to satisfy all of the date which is 364 days from foregoing conditions within the Anniversary Dateapplicable time frames for each such condition, Lender will have no obligation to extend the Stated Maturity Date hereunder. The As this Extension Option results in Lender shall respond to such request no later than 10 days prior to the Anniversary Date and failure by the Lender to respond by such date shall indicate its unwillingness to agree to such requested extension. At any time more than 60 days before such Anniversary Date, the Lender may propose, by written notice to the Borrowers, an extension of this Agreement to such later date on such terms and conditions as the Lender may then require. If the extension of this Agreement to such later date is acceptable to the Borrowers on the terms and conditions proposed by the Lender, the Borrower shall notify the Lender of their acceptance of such terms and conditions no later than the Anniversary Datereceiving additional interest, and such later date will become Borrower having additional time to repay the Termination Date hereunder principal and this Agreement shall otherwise be amended in a manner mutually agreed among paying additional interest, Borrower and Lender each acknowledge there is sufficient consideration for the Borrowers and the Lenders and as described in the Lender’s notice proposing the extension of this Agreement upon the Lender’s receipt of (i) an amendment to this Agreement signed by the Borrowers and the Lender, (ii) resolutions of each Borrower’s Board of Directors (or other governing body) authorizing such extension, and (iii) an opinion of counsel to the Foreign Borrower(s) equivalent in form and substance reasonably acceptable to the LenderExtension Option.

Extension Option. At (a) The Borrower may request, at any time not earlier than 60 days prior toafter the first anniversary of the Restatement Effective Date, nor later than 30 days prior to, to extend the then-effective Revolving Loan Termination Date then in effect 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 (the a “Anniversary DateNotice to Extend”), the Borrowers may request that the Lender extend the Anniversary Date ) to the Agent at least 20 Business Days before (or such other date as is agreed upon by the Agent) the date on which is 364 days from the Anniversary DateBorrower proposes such extension to become effective (and the Agent shall promptly inform the Lenders thereof). The Each Lender shall respond to such request notify the Agent no later than 10 days prior after the date of receipt of the Notice to the Anniversary Date and failure Extend by the Agent that either (A) such Lender declines to respond by consent to extending the Revolving Loan Termination Date or (B) such date Lender consents to extending the Revolving Loan Termination Date (any such consenting Lender, an “Extending Lender”). Any Lender not responding within the above time period shall indicate its unwillingness be deemed not to agree 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 requested extension. At any time more than 60 days before request for extension (each such Anniversary DateLender, the Lender may propose, by written notice to the Borrowers, an extension of this Agreement to such later date on such terms and conditions as the Lender may then require. If the extension of this Agreement to such later date is acceptable to the Borrowers on the terms and conditions proposed by the a “Non-Extending Lender”), the Borrower shall notify have the right to replace such Non-Extending Lender of their acceptance of such terms and conditions no later than in accordance with Section 2.21. (c) If the Anniversary Date, and such later date will become the Termination Date hereunder and this Agreement shall otherwise be amended in a manner mutually agreed among the Borrowers and the Required Lenders and as described in the Lender’s notice proposing have consented to the extension of this Agreement upon the Revolving Loan Termination Date, the Revolving Loan Termination Date shall be extended (solely with respect to each Extending Lender’s receipt ) to the date that is one year after the then-effective Revolving Loan Termination Date, effective as of (i) an amendment the date to this Agreement signed be determined by the Borrowers Agent and the Lender, Borrower (ii) resolutions of each Borrower’s Board of Directors (the “Extension Effective Date”). On or other governing body) authorizing such extension, and (iii) an opinion of counsel prior to the Foreign Borrower(s) equivalent Extension Effective Date, the Borrower shall deliver to the Agent, in form and substance reasonably acceptable 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 conditions precedent to the making of any Loan are true and correct. On the earliest applicable Revolving Loan Termination Date, the Borrower shall pay to the Agent, for the account of each applicable Non-Extending Lender, the principal amount of all Loans outstanding owing to such 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 applicable Revolving Loan Termination Date.

Extension Option. At any time not earlier than 60 days prior to, nor later than 30 days prior to, the Termination Date then in effect (the “Anniversary Date”), the Borrowers The Borrower may request that the Lender extend the Anniversary Date Total Commitments be renewed for additional one year periods by providing notice of such request (such notice, an “Extension Notice”) to the date which is 364 days from the Anniversary Date. The Lender shall respond to such request Administrative Agent no later more frequently than 10 days prior to the Anniversary Date and failure by the Lender to respond by such date shall indicate its unwillingness to agree to such requested extension. At any time more than 60 days before such Anniversary Date, the Lender may propose, by written notice to the Borrowers, an extension of this Agreement to such later date on such terms and conditions as the Lender may then requireonce in a calendar year. If the extension of this Agreement a Lender agrees, in its individual and sole discretion, to such later date is acceptable to the Borrowers on the terms and conditions proposed by the extend its Commitment (an “Extending Lender”), the Borrower shall it will notify the Lender Administrative Agent, in writing, of their acceptance of such terms and conditions its decision to do so no later than the Anniversary Dateapplicable deadline specified by the Extension Notice. The Administrative Agent will notify the Borrower, in writing, of the Lenders’ decisions promptly following such deadline. The Extending Lenders’ Commitments will be renewed for an additional one year from the then existing Termination Date and such later date will extended Termination Date shall become the Termination Date hereunder and (except as otherwise provided in this Agreement shall Section 2.18 as to Declining Lenders), provided, that (i) more than 50% of the Total Commitments is extended or otherwise be amended in a manner mutually agreed among the Borrowers and the committed to by Extending Lenders and any new Lenders, (ii) all representations and warranties made by the Borrower in or pursuant to the Loan Documents shall be true and correct in all material respects on and as described 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 representations and warranties set forth in Sections 4.2 and 4.7 shall not be required to be restated. Any Lender that declines or does not respond to the Borrower’s request for commitment renewal (a “Declining Lender’s notice proposing ”) will have its Commitment terminated on the extension of this Agreement upon the Lender’s receipt earlier of (i) an amendment the then existing Termination Date (without regard to this Agreement signed any renewals by other Lenders) (the Borrowers “Existing Termination Date”) and the Lender, (ii) resolutions of each Borrower’s Board of Directors (or other governing body) authorizing the date such extensionDeclining Lender is replaced in accordance with Section 2.17, and (iiiat such time the Borrower shall repay all Loans, participations in LC Disbursements, participating interests in Swingline Loans and Swingline Participation Amounts and other amounts owing to such Declining Lender; provided that if any Declining Lender or any Lender holding a Commitment with a Non- Extended Termination Date assigns all or any portion of its Commitment prior to its termination pursuant Section 9.6(c) an opinion and the Assignee of counsel 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 Foreign Borrower(s) equivalent in form and substance reasonably acceptable latest applicable Termination Date upon such assignment without the consent of the Administrative Agent or any other Lender. The Borrower will have the right to accept commitments from third party financial institutions subject to the Lenderconsent of the Administrative Agent and the Issuing Lenders (such consent of the Administrative Agent or the Issuing Lenders not to be unreasonably withheld) in an amount up to the amount of the Commitments of any Declining Lenders. The Borrower may extend the Termination Date no more than twice following the Closing Date pursuant to this Section 2.18.

Extension Option. At any time (a) A Borrower (or the Parent on behalf of a Borrower) may by notice to the Agent (the Extension Request) not earlier more than 60 days prior to, nor later and not less than 30 days prior tobefore the first anniversary of the date of this Agreement (the First Anniversary), request that the Termination Date then be extended for a further period of 364 days. (b) The Agent must promptly notify the Lenders of any Extension Request. (c) Each Lender may, in effect (its sole discretion, agree to any Extension Request. Subject to no Event of Default being continuing on the “Anniversary Date”)First Anniversary, the Borrowers may request each Lender that the Lender extend the Anniversary Date agrees to an Extension Request by the date which is falling 10 days before the First Anniversary will extend its Commitments for a further period of 364 days from the Anniversary Date. The then current Termination Date and the Termination Date with respect to the Commitments of that Lender shall respond will be extended accordingly. (d) If any Lender fails to such request no later than reply to an Extension Request on or before the date falling 10 days prior before the First Anniversary, it will be deemed to have refused that Extension Request and its Commitments will not be extended. (e) Subject to paragraph (g) below, an Extension Request is irrevocable. (f) If one or more (but not all) of the Lenders agree to an Extension Request, then the Agent must notify the Borrower and the Lenders which have agreed to the Anniversary Date and failure by the Lender to respond by such date shall indicate its unwillingness to agree to such requested extension. At any time more than 60 days before such Anniversary Date, the Lender may propose, by written notice identifying in that notification which Lenders have not agreed to the BorrowersExtension Request. (g) The Borrower (or the Parent on behalf of a Borrower) may, an extension on the basis that one or more of this Agreement to such later date on such terms and conditions as the Lender may then require. If the extension of this Agreement to such later date is acceptable Lenders have not agreed to the Borrowers on the terms Extension Request and conditions proposed by the Lender, the Borrower shall notify the Lender of their acceptance of such terms and conditions no later than the Anniversary Datedate falling 5 days before the First Anniversary, and such later withdraw the request by notice to the Agent which will promptly notify the Lenders. (h) If the Extension Request is accepted by the Lenders, the Parent shall pay a fee equal to 0.10 per cent. of each extending Lender’s Commitment. This fee shall be paid to the Agent (for the account of the extending Lenders) within five Business Days from the date will become on which the Termination Date hereunder and this Agreement shall otherwise be amended in a manner mutually agreed among the Borrowers and the Lenders and as described in the Lender’s notice proposing the extension of this Agreement upon the Lender’s receipt of (i) an amendment to this Agreement signed by the Borrowers and the Lender, (ii) resolutions of each Borrower’s Board of Directors (or other governing body) authorizing such extension, and (iii) an opinion of counsel to the Foreign Borrower(s) equivalent in form and substance reasonably acceptable to the Lenderis extended.

Extension Option. At any time not earlier than 60 days prior to, nor later than 30 days prior to, Borrower 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 August 15, 2005, 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 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 entity documents for Borrower and Guarantor Subsidiaries previously delivered to Administrative Agent are still in force and effect, without modification, and such other documents as are reasonably requested by Administrative Agent to properly document the extension. (d) Borrower shall pay to Administrative Agent, for the benefit of the Lenders in accordance with the respective Commitment Percentages of the Lenders as of the effective date of the extension, an additional non-refundable commitment fee in the amount of .25% of the Total Commitment (the “Anniversary 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 Borrowers may request that Extension Fee will have been earned in full and be a bona fide commitment fee intended as reasonable compensation to Lenders for the Lender extend commitment to make Advances until the Anniversary Date 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 date which is 364 days from documentation thereof. (f) During the Anniversary Date. The Lender shall respond to such request no later than 10 days prior to the Anniversary Date and failure by the Lender to respond by such date shall indicate its unwillingness to agree to such requested extension. At any time more than 60 days before such Anniversary Dateextended term, the Lender may propose, by written notice to the Borrowers, an extension of this Agreement to such later date on such all terms and conditions as of the Lender may then require. If Loan Documents (including but not limited to interest rates and payments) pertaining to the extension of Credit Facility shall continue to apply; provided, however, that the term “Termination Date” and all references to such term in this Agreement to such later date is acceptable and the other Loan Documents shall mean and refer to the Borrowers on the terms and conditions proposed by the Lender, the Borrower extended Termination Date which shall notify the Lender of their acceptance of such terms and conditions no later than the Anniversary Date, and such later date will become be one year from the Termination Date hereunder and as then in effect. All references in this Agreement shall otherwise be amended in a manner mutually agreed among the Borrowers and the Lenders and as described in the Lender’s notice proposing the extension of this Agreement upon the Lender’s receipt of (i) an amendment to this Agreement signed by the Borrowers and the Lender, (ii) resolutions of each Borrower’s Board of Directors (or any other governing body) authorizing such extension, and (iii) an opinion of counsel Loan Document to the Foreign Borrower(s) equivalent in form and substance reasonably acceptable exercise of the Extension Option shall be deemed to the Lenderrefer to satisfaction of all conditions set forth above.

Extension Option. At any time (a) The Borrower may by notice to the Agent (an Extension Request) not earlier more than 120 days and not less than 60 days prior tobefore each of the first anniversary of the Signing Date and the second anniversary of the Signing Date (as appropriate), nor later request that the then current Termination Date be extended for a period of 364 days. (b) An Extension Request is irrevocable, unless: (i) all the Lenders agree that it may be withdrawn; or (ii) the Borrower elects to withdraw it in accordance with paragraph (h) below. (c) The Termination Date may not be extended under this Clause on more than two occasions. (d) The Agent must promptly notify the Lenders of any Extension Request. (e) Each Lender may, in its sole discretion, agree or decline to agree to an Extension Request. (f) If a Lender agrees to an Extension Request on or before the date falling 30 days prior tofrom the date of the relevant Extension Request, in relation to that Lender, the Termination Date then will be extended in effect (the “Anniversary Date”)relation to that Lender, the Borrowers may request that the Lender extend the Anniversary Date to the date which is 364 specified in the Extension Request. (g) If any Lender fails to reply to an Extension Request on or before the date falling 30 days from the Anniversary Date. date of the relevant Extension Request, it will be deemed to have refused that Extension Request. (h) The Lender shall respond to such request Borrower may (at any time after delivering an Extension Request) withdraw that Extension Request no later than 10 days prior to the Anniversary first anniversary or the second anniversary of the Signing Date (as appropriate to that Extension Request) if one or more Lenders have: (i) refused the Extension Request at that time; or (ii) been deemed to have refused the Extension Request under paragraph (g) above at that time. (i) If a Lender has refused an Extension Request or been deemed to have refused an Extension Request under paragraph (g) above, that Lender shall, at the request of the Borrower, transfer by way of novation all of its rights and failure obligations under the Finance Documents in accordance with Clause 25 (Changes to the Lenders) to such other bank, financial institution, or trust, fund or other entity which is regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets specified by the Borrower where such Person is: (i) willing to assume those rights and obligations in a manner approved by the Agent; and (ii) willing to purchase such rights and obligations from the relevant Lender for an amount or consideration acceptable to respond by that Lender (acting reasonably) (and where such date shall indicate its unwillingness amount or consideration shall, in any case, not be less than the par value of those rights and obligations). (j) Any transfer under paragraph (i) above will be deemed to occur on the then current Termination Date. (k) The Commitment of each Lender which did not agree to such requested extension. At any time more than 60 days before such Anniversary Date, the Lender may propose, by written notice Extension Request will (to the Borrowers, an extension of this Agreement to such later date extent not transferred under paragraphs (i) and (j) above) be automatically cancelled on such terms and conditions as the Lender may then require. If current Termination Date (on the basis that the extension of this Agreement referred to such later date is acceptable in the relevant Extension Request had not occurred) and (to the Borrowers on the terms extent not transferred under paragraphs (i) and conditions proposed by the Lender, (j) above) the Borrower shall notify the Lender of their acceptance of repay each such terms and conditions no later than the Anniversary Date, and such later date will become the Termination Date hereunder and this Agreement shall otherwise be amended in a manner mutually agreed among the Borrowers and the Lenders and as described Lender’s participation in the Lender’s notice proposing Loans on such date of cancellation. (l) No extension will occur under this Clause unless the extension of this Agreement upon the Lender’s receipt of fee referred to in Clause 13.4 (iExtension fee) an amendment has been paid (if any fee is to this Agreement signed by the Borrowers and the Lender, (ii) resolutions of each Borrower’s Board of Directors (or other governing body) authorizing such extension, and (iii) an opinion of counsel to the Foreign Borrower(s) equivalent in form and substance reasonably acceptable to the Lenderbe paid under that Clause).

Extension Option. At any time not The Borrower may request that the Total Commitments be renewed for additional one year periods by providing notice of such request to the Administrative Agent no earlier than 60 45 days prior to, nor but no later than 30 days prior toto November 6, the Termination Date then in effect 2006 or any anniversary thereof (the “each, a "Noticed Anniversary Date”"). If a Lender agrees, in its individual and sole discretion, to renew its Commitment (an "Extending Lender"), it ▇▇▇▇ notify the Borrowers may request that Administrative Agent, in writing, of its decision to do so no earlier than 30 days prior to the Lender extend the applicable Noticed Anniversary Date (but in any event no later than 20 days prior to such Noticed Anniversary Date). The Administrative Agent will notify the date which is 364 Borrower, in writing, of the Lenders' decisions no later than 15 days from the prior to such Noticed Anniversary Date. The Extending Lenders' Commitments will be renewed for an additional year from the then existing Termination Date, provided that (i) more than 50% of the Total Commitments is extended or otherwise committed to by Extending Lenders and any new Lenders and (ii) all representations and warranties made by the Borrower in or pursuant to the Loan 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 representations and warranties set forth in Sections 4.2 and 4.7 shall not be required to be restated. Any Lender shall that declines or does not respond to such the Borrower's request no later than 10 days prior to the Anniversary Date and failure by the Lender to respond by such date shall indicate for commitment renewal (a "Declining Lender") will have its unwillingness to agree to such requested extension. At any time more than 60 days before such Anniversary Date, the Lender may propose, by written notice to the Borrowers, an extension of this Agreement to such later date on such terms and conditions as the Lender may then require. If the extension of this Agreement to such later date is acceptable to the Borrowers Commitment terminated on the terms and conditions proposed by the Lender, the Borrower shall notify the Lender of their acceptance of such terms and conditions no later than the Anniversary Date, and such later date will become the Termination Date hereunder and this Agreement shall otherwise be amended in a manner mutually agreed among the Borrowers and the Lenders and as described in the Lender’s notice proposing the extension of this Agreement upon the Lender’s receipt earlier of (i) an amendment the then existing Termination Date (without regard to this Agreement signed any renewals by other Lenders) (the Borrowers "Existing Termination Date") and the Lender, (ii) resolutions of each Borrower’s Board of Directors (or other governing body) authorizing the date such extension, and (iii) an opinion of counsel Declining Lender is replaced in accordance with Section 2.17. The Borrower will have the right to the Foreign Borrower(s) equivalent in form and substance reasonably accept commitments from third party financial institutions acceptable to the LenderAdministrative Agent in an amount equal to the amount of the Commitments of any Declining 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 other financial institutions for the Declining Lenders. The Borrower may only so extend the Termination Date twice.

Extension Option. At any time (a) The Borrower may, by delivering an Extension Request to the Administrative Agent (who shall promptly deliver a copy to each of the Lenders), not earlier than 60 days prior to, nor later less than 30 days prior to, in advance of the Termination Maturity Date then in effect at such time (the “Anniversary "Existing Maturity Date”"), the Borrowers may request that the Lender Lenders extend the Anniversary Existing Maturity Date to the date which is 364 days from the Anniversary first anniversary of such Existing Maturity Date. The Lender shall respond to such request no later than 10 days prior to the Anniversary Date and failure by the Lender to respond by such date shall indicate Each Lender, acting in its unwillingness to agree to such requested extension. At any time more than 60 days before such Anniversary Datesole discretion, the Lender may proposeshall, by written notice to the BorrowersAdministrative Agent given not later than a date determined by the Administrative Agent and the Borrower (the "Response Date"), advise the Administrative Agent in writing whether or not such ▇▇▇▇▇▇ agrees to the requested extension. Each Lender that advises the Administrative Agent that it will not extend the Existing Maturity Date is referred to herein as a "Non-Extending Lender"; provided, that any Lender that does not advise the Administrative Agent of its consent to such requested extension by the Response Date and any Lender that is a Defaulting Lender on the Response Date shall be deemed to be a Non-Extending Lender. The Administrative Agent shall notify the Borrower, in writing, of the Lenders' elections promptly following the Response Date. The election of any Lender to agree to such an extension shall not obligate any other Lender to so agree. The Maturity Date may be extended no more than two times pursuant to this Section 2.20. ​ (b) (i) If, by the Response Date, Lenders holding Commitments that aggregate 50% or more of the total Commitments shall constitute Non-Extending Lenders (with Commitments that have not been assigned to a Replacement Lender), then the Existing Maturity Date shall not be extended and the outstanding principal balance of all Loans and other amounts payable hereunder shall be payable, and the Commitments shall terminate, on the Existing Maturity Date in effect prior to such extension. (ii) If (and only if), by the Response Date, Lenders (including any Replacement Lenders) holding Commitments that aggregate more than 50% of the total Commitments shall have agreed to extend the Existing Maturity Date (each such consenting Lender, an "Extending Lender"), then effective as of the Existing Maturity Date, ​ the Maturity Date for such Extending Lenders shall be extended to the first anniversary of the Existing Maturity Date (subject to satisfaction of the conditions set forth in Section 2.20(d)). In the event of such extension, the Commitment of each Non-Extending Lender shall terminate on the Existing Maturity Date in effect for such Non-Extending Lender prior to such extension and the outstanding principal balance of all Loans and other amounts payable hereunder to such Non-Extending Lender shall become due and payable on such Existing Maturity Date and, subject to Section 2.21(c) below, the total Commitments hereunder shall be reduced by the Commitments of the Non-Extending Lenders so terminated on such Existing Maturity Date. ​ (c) In the event of any extension of this Agreement the Existing Maturity Date pursuant to such later date on such terms and conditions as the Lender may then require. If the extension of this Agreement to such later date is acceptable to the Borrowers on the terms and conditions proposed by the LenderSection 2.20(b)(ii), the Borrower shall notify have the right on or before the Existing Maturity Date, at its own expense, to require any Non-Extending Lender of their acceptance to transfer and assign without recourse (in accordance with and subject to the restrictions contained in Section 9.04) all its interests, rights (other than its rights to payments pursuant to Section 2.14, Section 2.15, Section 2.16 or Section 9.03 arising prior to the effectiveness of such terms assignment) and conditions no later than the Anniversary Date, and such later date will become the Termination Date hereunder and obligations under this Agreement shall otherwise be amended in to one or more banks or other financial institutions identified to the Non-Extending Lender by the Borrower, which may include any existing Lender (each a manner mutually agreed among the Borrowers and the Lenders and as described in the "Replacement Lender’s notice proposing the extension of this Agreement upon the Lender’s receipt of "); provided that (i) such Replacement Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent and each Issuing Bank (such approvals to not be unreasonably withheld) to the extent the consent of the Administrative Agent or the Issuing Banks would be required to effect an amendment to this Agreement signed by the Borrowers and the Lenderassignment under Section 9.04(b), (ii) resolutions such assignment shall become effective as of each Borrower’s Board a date specified by the Borrower (which shall not be later than the Existing Maturity Date in effect for such Non-Extending Lender prior to the effective date of Directors (or other governing bodythe requested extension) authorizing such extension, and (iii) an opinion the Replacement Lender shall pay to such Non-Extending Lender in immediately available funds on the effective date of counsel such assignment the principal of and interest accrued to the Foreign Borrower(sdate of payment on the outstanding principal amount Loans made by it hereunder and all other amounts accrued and unpaid for its account or otherwise owed to it hereunder on such date. (d) equivalent in form and substance reasonably acceptable As a condition precedent to each such extension of the Existing Maturity Date pursuant to Section 2.20(b)(ii), the Borrower shall (i) deliver to the LenderAdministrative Agent a certificate of the Borrower dated as of the Existing Maturity Date signed by a Responsible Officer of the Borrower certifying that, as of such date, both immediately before and immediately after giving effect to such extension, (A) the representations and warranties of the Borrower set forth in this Agreement shall be true and correct in all material respects on and as of the date of such extension (it being understood and agreed that any representation which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date, and that any representation or warranty which is subject to any materiality qualifier shall be required to be true and correct in all respects) and (B) no Default shall have occurred and be continuing and (ii) if and to the extent applicable, first make such prepayments of the outstanding Loans and second provide such cash collateral (or make such other arrangements reasonably satisfactory to the applicable Issuing Bank) with respect to the outstanding Letters of Credit as shall be required such that, after giving effect to the termination of the Commitments of the Non-Extending Lenders pursuant to Section 2.20(b) and any assignment pursuant to Section 2.20(c), the aggregate Revolving Credit Exposure less the face amount of any Letter of Credit supported by any such cash collateral (or other reasonably satisfactory arrangements) so provided does not exceed the aggregate amount of Commitments being extended. (e) For the avoidance of doubt, (i) no consent of any Lender (other than the existing Lenders participating in the extension of the Existing Maturity Date) shall be required for any ​ extension of the Maturity Date pursuant to this Section 2.20 and (ii) the operation of this Section

Extension Option. At any time not earlier than 60 days prior to, nor later than 30 days prior to, (a) The Borrower may request to extend the Termination Date then by 12 Months by delivery of an extension request notice received by the Agent not less than 45 (nor more than 60) days before the Extension Option Date. (b) The Agent shall promptly notify each Lender of any such request. (c) Each Lender shall notify the Agent of its decision (which shall be in effect its sole discretion) whether or not to agree to the request at least 30 days before the Extension Option Date. (d) The Termination Date shall be extended by 12 Months in relation to each Extending Lender’s participation in the “Anniversary Loan. For the avoidance of doubt, if a Lender fails to respond, such Lender shall be deemed to have declined such request and the participation of that Lender and any Lender which declines the request, shall be repaid on that basis. (e) The Agent shall promptly notify the Borrower and the Lenders which of the Lenders have agreed to the request. (f) There may be only one extension of the Termination Date”). (g) If any extension is so agreed, the Borrowers may request that the Lender extend the Anniversary Date Borrower shall pay to the date which is 364 days from Agent (for the Anniversary account of each Extending Lender) a fee to be agreed prior to the extension request on that Extending Lender’s participation in the Loan as at the Extension Option Date. The Lender That fee shall respond to be payable 10 Business Days following the Extension Option Date. (h) If (i) Lenders whose aggregate participations represent 75 per cent or more of the outstanding Loan decline the extension request or (ii) no extension fee can be agreed in accordance with paragraph (g) of this Clause 6.2, then the Borrower may, by providing the Agent with notice of such request no later than 10 days Business Days prior to the Anniversary Date and failure by the Lender to respond by such date shall indicate its unwillingness to agree to such requested extension. At any time more than 60 days before such Anniversary Extension Option Date, the Lender may propose, by written notice to the Borrowers, an revoke its extension request made under paragraph (a) of this Agreement to such later date on such terms and conditions as the Lender may then require. If the extension of this Agreement to such later date is acceptable to the Borrowers on the terms and conditions proposed by the Lender, the Borrower shall notify the Lender of their acceptance of such terms and conditions no later than the Anniversary Date, and such later date will become the Termination Date hereunder and this Agreement shall otherwise be amended in a manner mutually agreed among the Borrowers and the Lenders and as described in the Lender’s notice proposing the extension of this Agreement upon the Lender’s receipt of (i) an amendment to this Agreement signed by the Borrowers and the Lender, (ii) resolutions of each Borrower’s Board of Directors (or other governing body) authorizing such extension, and (iii) an opinion of counsel to the Foreign Borrower(s) equivalent in form and substance reasonably acceptable to the LenderClause 6.2.

Extension Option. At any time not earlier than 60 days prior to, nor later than 30 days prior to, the Termination Date then in effect (the “Anniversary Date”), the Borrowers The Borrower may request that the Lender extend the Anniversary Date Commitments be extended for additional one year periods by providing not less than 65 days' written notice to the date which is 364 Administrative Agent prior to any anniversary of the Closing Date (each, a "Noticed Anniversary Date"). If a Lender agrees, in its individual and sole discretion, to extend its Commitment (such Lender, an "Extending Lender"), it will notify the Administrative Agent, in writing, of its decision to do so no later than 20 days from prior to the applicable Noticed Anniversary Date. The Lender shall respond to such request Administrative Agent will notify the Borrower, in writing, of the Lenders' decisions no later than 10 15 days prior to such Noticed Anniversary Date. The Extending Lenders' Commitments will be extended for an additional year from the Anniversary Termination Date (the "Extended Termination Date") or the Extended Termination Date (the "Second Extended Termination Date"); provided that (i) more than 50% of the Commitments is extended or otherwise committed to by Extending Lenders and failure any new Lenders and (ii) on the date of any request by the Lender Borrower to respond by such date shall indicate its unwillingness to agree to such requested extension. At any time more than 60 days before such Anniversary Dateextend the Commitments, the applicable conditions set forth in Section 3.02 shall be satisfied. No Lender may propose, by written notice shall be required to consent to any such extension request and any Lender that declines or does not respond to the Borrowers, Borrower's request for commitment renewal (a "Declining Lender") will have its Commitment terminated on the then existing Termination Date (without regard to any renewals by other Lenders). The Borrower will have the right to accept commitments from Eligible Assignees in an extension amount equal to the amount of the Commitments of any Declining 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 Assignees for the Declining Lenders. The Borrower may only extend the Termination Date twice during the term of this Agreement to such later date on such terms and conditions as the Lender may then require. If the extension of this Agreement to such later date is acceptable to the Borrowers on the terms and conditions proposed by the Lender, the Borrower shall notify the Lender of their acceptance of such terms and conditions no later than the Anniversary Date, and such later date will become the Termination Date hereunder and this Agreement shall otherwise be amended in a manner mutually agreed among the Borrowers and the Lenders and as described in the Lender’s notice proposing the extension of this Agreement upon the Lender’s receipt of (i) an amendment pursuant to this Agreement signed by the Borrowers and the Lender, (ii) resolutions of each Borrower’s Board of Directors (or other governing body) authorizing such extension, and (iii) an opinion of counsel to the Foreign Borrower(s) equivalent in form and substance reasonably acceptable to the LenderSection 2.19.

Extension Option. At any time not earlier than 60 days prior to, nor later than 30 days prior to, (a) The Borrower may by notice to the Termination Date then in effect Facility Agent (the “Anniversary Date”), the Borrowers may request that the Lender extend the Anniversary Date to the date which is 364 days from the Anniversary Date. The Lender shall respond to such request no later than 10 days prior to the Anniversary Date and failure by the Lender to respond by such date shall indicate its unwillingness to agree to such requested extension. At any time Initial Extension Request) not more than 60 days and not less than 30 days before such Anniversary Datethe first anniversary of the date of this Agreement, request that the Lender Final Maturity Date be extended for a further period of one year. (b) The Borrower may propose, by written notice to the Borrowers, an extension Facility Agent (the Second Extension Request) not more than 60 days and not less than 30 days before the second anniversary of the date of this Agreement Agreement, request that the Final Maturity Date: (i) with respect to such later Lenders who have agreed to the Initial Extension Request, be extended for a further 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 sole discretion, agree to any Extension Request. Each Lender that agrees to an Extension Request by the date on such terms and conditions as falling 15 days before, the Lender may then require. If relevant anniversary of the extension date of this Agreement to such later date is acceptable Agreement, will extend its Commitment for a further period of one year or two years, as applicable, from the then current Final Maturity Date and the Final Maturity Date with respect to the Borrowers Commitment of that Lender will be extended accordingly. (e) If any 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 Extension Request and its Commitment will not be extended. (f) Subject to paragraph (h) below, each Extension Request is irrevocable. (g) If one or more (but not 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 extension, identifying in that notification which Lenders have not agreed to the Extension Request. (h) The Borrower may, on the terms basis that one or more of the Lenders have not agreed to the Extension Request and conditions proposed by the Lender, the Borrower shall notify the Lender of their acceptance of such terms and conditions no later than the Anniversary Date, and such later date will become falling five days before the Termination Date hereunder and this Agreement shall otherwise be amended in a manner mutually agreed among relevant anniversary of the Borrowers and the Lenders and as described in the Lender’s notice proposing the extension date of this Agreement upon Agreement, withdraw the Lender’s receipt of (i) an amendment to this Agreement signed request by the Borrowers and the Lender, (ii) resolutions of each Borrower’s Board of Directors (or other governing body) authorizing such extension, and (iii) an opinion of counsel notice to the Foreign Borrower(s) equivalent in form and substance reasonably acceptable to Facility Agent which will promptly notify the LenderLenders.

Extension Option. At any time not earlier than 60 days prior to, nor later than 30 days prior to, the Termination Date then in effect (the “Anniversary Date”), the Borrowers a) The Company may request that the Lender extend Final Maturity Date be extended for a further period (the Anniversary Relevant Period) from the then current Final Maturity Date by giving notice to the date which is Facility Agent no more than 120 days nor less than 45 days before each of the first anniversary (the First Extension Request) and the second anniversary (the Second Extension Request) of the Utilisation Date. (b) The Relevant Period will be: (i) in the case of the First Extension Request, 364 days; and (ii) in the case of the Second Extension Request: (A) if the First Extension Request was made, then in respect of the Lenders who agreed to the First Extension Request, 364 days; and in respect of the Lenders who did not agree to the First Extension Request, 728 days; or (B) if the First Extension Request was not made, 364 days or 728 days, at the option of the Company and as indicated in the Second Extension Request. (c) Each Lender participating in the Facility shall notify the Facility Agent within 30 days after receiving the First Extension Request (or Second Extension Request, as the case may be) from the Anniversary Date. The Lender shall respond to such request Company but in no event later than 10 days prior to the Anniversary relevant anniversary of the Utilisation Date and failure whether or not it agrees to the then current Final Maturity Date being extended for the Relevant Period. No Lender is under any obligation to extend the then current Final Maturity Date. If, by the date falling 10 days prior to the relevant anniversary of the Utilisation Date, no notice is received by the Facility Agent from a Lender which has confirmed receipt of the First Extension Request or Second Extension Request (as applicable) no less than 20 days prior to respond by the relevant anniversary of the Utilisation Date, the then current Final Maturity Date shall automatically be extended for the Relevant Period with regard to such date shall indicate its unwillingness to Lender. (d) As soon as practicable after it establishes which of the relevant Lenders, if any, agree to extend the then current Final Maturity Date for the Relevant Period, the Facility Agent shall, by notice to the Company, the Guarantor and each Lender, confirm those Lenders which have agreed to extend the then current Final Maturity Date for the Relevant Period (each an Extending Lender), whereupon such requested extension. extension shall become effective with regard to those Extending Lenders. (e) At any time more than 60 days before such Anniversary prior to the then current Final Maturity Date, the Company and/or the Guarantor will have the option to identify a Lender may proposethat is willing to accept an assignment or transfer of the rights and obligations under this Agreement from a Lender who does not agree to extend the Final Maturity Date, by written notice in which event, and at such time, the Lender who does not agree (or has not confirmed receipt of the First Extension Request or Second Extension Request (as applicable) pursuant to paragraph (c) above) to extend the Borrowers, an extension of Final Maturity Date shall assign or transfer its rights and obligations under this Agreement to such later date on such terms and conditions as the other Lender may then require. If the extension of this Agreement at par. (f) Subject to such later date is acceptable to the Borrowers on the terms and conditions proposed by the Lender(e) above, the Borrower shall notify share in the Loan of any Lender of their acceptance of who does not agree to extend the Final Maturity Date applicable to it for the Relevant Period together with any other sums owed to any such terms and conditions no later than the Anniversary Date, and such later date will become the Termination Date hereunder and Lender under this Agreement shall otherwise be amended repaid in a manner mutually agreed among full on or prior to the Borrowers and the Lenders and as described in the Final Maturity Date applicable to that Lender’s notice proposing the . (g) No more than two requests for an extension of under this Agreement upon the Lender’s receipt of (i) an amendment to this Agreement signed by the Borrowers and the Lender, (ii) resolutions of each Borrower’s Board of Directors (or other governing body) authorizing such extensionClause may be given, and any such request is irrevocable. (iiih) an opinion For the avoidance of counsel to doubt, the Foreign Borrower(s) equivalent in form and substance reasonably acceptable to Final Maturity Date cannot be after the Lenderseventh anniversary of the Utilisation Date.

Extension Option. At any time not earlier than 60 days prior to, nor later than 30 days prior to, Borrower 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 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 entity documents for Borrower and Guarantor Subsidiaries previously delivered to Administrative Agent are still in force and effect, without modification, and such other documents as are reasonably requested by Administrative Agent to properly document the extension. (d) Borrower shall pay to Administrative Agent, for the benefit of the Lenders in accordance with the respective Commitment Percentages of the Lenders as of the effective date of the extension, an additional non-refundable commitment fee in the amount of 0.15% of the Total Commitment (the “Anniversary "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 Borrowers may request that Extension Fee will have been earned in full and be a bona fide commitment fee intended as reasonable compensation to Lenders for the Lender extend commitment to make Advances until the Anniversary Date 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 date which is 364 days from documentation thereof. (f) During the Anniversary Date. The Lender shall respond to such request no later than 10 days prior to the Anniversary Date and failure by the Lender to respond by such date shall indicate its unwillingness to agree to such requested extension. At any time more than 60 days before such Anniversary Dateextended term, the Lender may propose, by written notice to the Borrowers, an extension of this Agreement to such later date on such all terms and conditions as of the Lender may then require. If Loan Documents (including but not limited to interest rates and payments) pertaining to the extension of Credit Facility shall continue to apply; provided, however, that the term "Termination Date" and all references to such term in this Agreement to such later date is acceptable and the other Loan Documents shall mean and refer to the Borrowers on the terms and conditions proposed by the Lender, the Borrower extended Termination Date which shall notify the Lender of their acceptance of such terms and conditions no later than the Anniversary Date, and such later date will become be one year from the Termination Date hereunder and as then in effect. All references in this Agreement shall otherwise be amended in a manner mutually agreed among the Borrowers and the Lenders and as described in the Lender’s notice proposing the extension of this Agreement upon the Lender’s receipt of (i) an amendment to this Agreement signed by the Borrowers and the Lender, (ii) resolutions of each Borrower’s Board of Directors (or any other governing body) authorizing such extension, and (iii) an opinion of counsel Loan Document to the Foreign Borrower(s) equivalent in form and substance reasonably acceptable exercise of the Extension Option shall be deemed to the Lenderrefer to satisfaction of all conditions set forth above.

Extension Option. At any time (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 submit no more than two Extension Requests. Any Extension Request is irrevocable and may not earlier be withdrawn. (b) An Extension Request shall not be valid unless it is delivered to the Agent on a Business Day falling not more than 60 days prior to, nor later and not less than 30 days prior toto 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 a▇▇▇▇▇ 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 then in effect (the “Anniversary Date”), the Borrowers may request applicable to that the Lender extend the Anniversary Date shall be extended to the date which is 364 falling 365 days from after the Anniversary Existing Termination Date. The . (f) If a Lender shall respond to such has declined the request no later than 10 days prior to made in the Anniversary Date and failure by the Lender to respond by such date shall indicate its unwillingness to agree to such requested extension. At any time more than 60 days before such Anniversary Date, the Lender may propose, by written notice to the Borrowers, an extension of this Agreement to such later date on such terms and conditions as the Lender may then require. If the extension of this Agreement to such later date is acceptable to the Borrowers on the terms and conditions proposed by the LenderExtension Request, the Borrower shall notify repay that Lender's ▇▇▇▇▇cipation in the Loans made to the Borrower on the Existing Termination Date. (g) Any agreement of a Lender of their acceptance of such terms and conditions no later than the Anniversary Date, and such later date will become under this Clause 2.5 to extend the Termination Date hereunder and this Agreement shall otherwise be amended in a manner mutually agreed among respect of its Commitments is subject to the Borrowers further conditions precedent that on the date of the Extension Request and the Lenders and as described date upon which it is proposed that the Termination Date is extended in the Lender’s notice proposing the extension of this Agreement upon the Lender’s receipt of accordance with paragraph (e) above: (i) an amendment to this Agreement signed by the Borrowers and the Lender, Repeating Representations are true in all material respects; and (ii) resolutions no Default is continuing or would be reasonably likely to result from the proposed extension. (h) On or before any extension of each Borrower’s Board of Directors (or other governing body) authorizing such extensionthe Termination Date, and (iii) an opinion of counsel the Borrower shall pay to the Foreign Borrower(s) equivalent Agent an extension fee in form an amount to be agreed at the time that the Extension Request is delivered (such fee to be determined as a percentage of Commitments and substance reasonably acceptable distributed by the Agent to the Lender.Lenders who have agreed to extend their Commitments (on a pro rata basis)). APJ/076001.00588/98366820.7Page 26

Extension Option. At any time (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 submit no more than two Extension Requests. Any Extension Request is irrevocable and may not earlier be withdrawn (b) An Extension Request shall not be valid unless it is delivered to the Agent on a Business Day falling not more than 60 days prior to, nor later and not less than 30 days prior toto 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 ▇▇▇▇▇▇ agrees 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 then in effect (the “Anniversary Date”), the Borrowers may request applicable to that the Lender extend the Anniversary Date shall be extended to the date which is 364 falling 365 days from after the Anniversary Existing Termination Date. The . (f) If a Lender shall respond to such has declined the request no later than 10 days prior to made in the Anniversary Date and failure by the Lender to respond by such date shall indicate its unwillingness to agree to such requested extension. At any time more than 60 days before such Anniversary Date, the Lender may propose, by written notice to the Borrowers, an extension of this Agreement to such later date on such terms and conditions as the Lender may then require. If the extension of this Agreement to such later date is acceptable to the Borrowers on the terms and conditions proposed by the LenderExtension Request, the Borrower shall notify repay that ▇▇▇▇▇▇'s participation in the Loans made to the Borrower on the Existing Termination Date. (g) Any agreement of a Lender of their acceptance of such terms and conditions no later than the Anniversary Date, and such later date will become under this Clause 2.5 to extend the Termination Date hereunder and this Agreement shall otherwise be amended in a manner mutually agreed among respect of its Commitments is subject to the Borrowers further conditions precedent that on the date of the Extension Request and the Lenders and as described date upon which it is proposed that the Termination Date is extended in the Lender’s notice proposing the extension of this Agreement upon the Lender’s receipt of accordance with paragraph (e) above: (i) an amendment to this Agreement signed by the Borrowers and the Lender, Repeating Representations are true in all material respects; and (ii) resolutions no Default is continuing or would be reasonably likely to result from the proposed extension. (h) On or before any extension of each Borrower’s Board of Directors (or other governing body) authorizing such extensionthe Termination Date, and (iii) an opinion of counsel the Borrower shall pay to the Foreign Borrower(s) equivalent Agent an extension fee in form an amount to be agreed at the time that the Extension Request is delivered (such fee to be determined as a percentage of Commitments and substance reasonably acceptable distributed by the Agent to the LenderLenders who have agreed to extend their Commitments (on a pro rata basis)). (i) The operation of this Clause 2.5 (Extension Option) is separate from the right of the Borrower to request an extension of the Termination Date to 14 October 2023 in DocuSign Envelope ID: 9280C6A2-0B54-4105-ADC3-B64316B92B07 accordance with the provisions of paragraph (b) of the definition of "Termination Date" in Clause 1.1 (Definitions).

Extension Option. At any time (a) The Borrower may, by delivering an Extension Request to the Administrative Agent (who shall promptly deliver a copy to each of the Lenders), not earlier than 60 days prior to, nor later less than 30 days prior to, in advance of the Termination Maturity Date then in effect at such time (the “Anniversary "Existing Maturity Date”"), the Borrowers may request that the Lender Lenders extend the Anniversary Existing Maturity Date to the date which is 364 days from the Anniversary first anniversary of such Existing Maturity Date. The Lender shall respond to such request no later than 10 days prior to the Anniversary Date and failure by the Lender to respond by such date shall indicate Each Lender, acting in its unwillingness to agree to such requested extension. At any time more than 60 days before such Anniversary Datesole discretion, the Lender may proposeshall, by written notice to the BorrowersAdministrative Agent given not later than a date determined by the Administrative Agent and the Borrower (the "Response Date"), advise the Administrative Agent in writing whether or not such L▇▇▇▇▇ agrees to the requested extension. Each Lender that advises the Administrative Agent that it will not extend the Existing Maturity Date is referred to herein as a "Non-Extending Lender"; provided, that any Lender that does not advise the Administrative Agent of its consent to such requested extension by the Response Date and any Lender that is a Defaulting Lender on the Response Date shall be deemed to be a Non-Extending Lender. The Administrative Agent shall notify the Borrower, in writing, of the Lenders' elections promptly following the Response Date. The election of any Lender to agree to such an extension shall not obligate any other Lender to so agree. The Maturity Date may be extended no more than two times pursuant to this Section 2.20. (b) (i) If, by the Response Date, Lenders holding Commitments that aggregate 50% or more of the total Commitments shall constitute Non-Extending Lenders (with Commitments that have not been assigned to a Replacement Lender), then the Existing Maturity Date shall not be extended and the outstanding principal balance of all Loans and other amounts payable hereunder shall be payable, and the Commitments shall terminate, on the Existing Maturity Date in effect prior to such extension. (ii) If (and only if), by the Response Date, Lenders (including any Replacement Lenders) holding Commitments that aggregate more than 50% of the total Commitments shall have agreed to extend the Existing Maturity Date (each such consenting Lender, an "Extending Lender"), then effective as of the Existing Maturity Date, the Maturity Date for such Extending Lenders shall be extended to the first anniversary of the Existing Maturity Date (subject to satisfaction of the conditions set forth in Section 2.20(d)). In the event of such extension, the Commitment of each Non-Extending Lender shall terminate on the Existing Maturity Date in effect for such Non-Extending Lender prior to such extension and the outstanding principal balance of all Loans and other amounts payable hereunder to such Non-Extending Lender shall become due and payable on such Existing Maturity Date and, subject to Section 2.21(c) below, the total Commitments hereunder shall be reduced by the Commitments of the Non-Extending Lenders so terminated on such Existing Maturity Date. (c) In the event of any extension of this Agreement the Existing Maturity Date pursuant to such later date on such terms and conditions as the Lender may then require. If the extension of this Agreement to such later date is acceptable to the Borrowers on the terms and conditions proposed by the LenderSection 2.20(b)(ii), the Borrower shall notify have the right on or before the Existing Maturity Date, at its own expense, to require any Non-Extending Lender of their acceptance to transfer and assign without recourse (in accordance with and subject to the restrictions contained in Section 9.04) all its interests, rights (other than its rights to payments pursuant to Section 2.14, Section 2.15, Section 2.16 or Section 9.03 arising prior to the effectiveness of such terms assignment) and conditions no later than the Anniversary Date, and such later date will become the Termination Date hereunder and obligations under this Agreement shall otherwise be amended in to one or more banks or other financial institutions identified to the Non-Extending Lender by the Borrower, which may include any existing Lender (each a manner mutually agreed among the Borrowers and the Lenders and as described in the "Replacement Lender’s notice proposing the extension of this Agreement upon the Lender’s receipt of "); provided that (i) such Replacement Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent and each Issuing Bank (such approvals to not be unreasonably withheld) to the extent the consent of the Administrative Agent or the Issuing Banks would be required to effect an amendment to this Agreement signed by the Borrowers and the Lenderassignment under Section 9.04(b), (ii) resolutions such assignment shall become effective as of each Borrower’s Board a date specified by the Borrower (which shall not be later than the Existing Maturity Date in effect for such Non-Extending Lender prior to the effective date of Directors (or other governing bodythe requested extension) authorizing such extension, and (iii) an opinion the Replacement Lender shall pay to such Non-Extending Lender in immediately available funds on the effective date of counsel such assignment the principal of and interest accrued to the Foreign Borrower(sdate of payment on the outstanding principal amount Loans made by it hereunder and all other amounts accrued and unpaid for its account or otherwise owed to it hereunder on such date. (d) equivalent in form and substance reasonably acceptable As a condition precedent to each such extension of the Existing Maturity Date pursuant to Section 2.20(b)(ii), the Borrower shall (i) deliver to the LenderAdministrative Agent a certificate of the Borrower dated as of the Existing Maturity Date signed by a Responsible Officer of the Borrower certifying that, as of such date, both immediately before and immediately after giving effect to such extension, (A) the representations and warranties of the Borrower set forth in this Agreement shall be true and correct in all material respects on and as of the date of such extension (it being understood and agreed that any representation which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date, and that any representation or warranty which is subject to any materiality qualifier shall be required to be true and correct in all respects) and (B) no Default shall have occurred and be continuing and (ii) if and to the extent applicable, first make such prepayments of the outstanding Loans and second provide such cash collateral (or make such other arrangements reasonably satisfactory to the applicable Issuing Bank) with respect to the outstanding Letters of Credit as shall be required such that, after giving effect to the termination of the Commitments of the Non-Extending Lenders pursuant to Section 2.20(b) and any assignment pursuant to Section 2.20(c), the aggregate Revolving Credit Exposure less the face amount of any Letter of Credit supported by any such cash collateral (or other reasonably satisfactory arrangements) so provided does not exceed the aggregate amount of Commitments being extended. (e) For the avoidance of doubt, (i) no consent of any Lender (other than the existing Lenders participating in the extension of the Existing Maturity Date) shall be required for any extension of the Maturity Date pursuant to this Section 2.20 and (ii) the operation of this Section 2.20 in accordance with its terms is not an amendment subject to Section 9.02.

Extension Option. At any time not earlier than 60 days prior to, nor later than 30 days prior to, the Termination Date then in effect (the “Anniversary Date”), the Borrowers a) The Borrower may request that the Lender extend 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 Anniversary Date date of such notice, a “Notice Date”) to the date which is 364 Administrative Agent prior to any then existing Final Maturity Date. If a Lender agrees, in its individual and sole discretion, to extend its Commitment (such Lender, an “Extending Bank”), it will notify the Administrative Agent, in writing, of its decision to do so no later than 20 days from after the Anniversary applicable Notice Date. The Lender shall respond to such request Administrative Agent will notify the Borrower, in writing, of the Lenders’ decisions no later than 10 25 days prior after such Notice Date. (b) No Lender shall be required to consent to any such extension request or be required to increase its Commitment and any Lender that declines or does not respond to the Anniversary Date and failure by the Lender to respond by such date shall indicate its unwillingness to agree to such requested extension. At any time more than 60 days before such Anniversary Date, the Lender may propose, by written notice to the Borrowers, Borrower’s request for an extension of this Agreement the Commitments (a “Declining Lender”) will have its Commitment assigned to such later date one or more Additional Commitment Banks (as defined below) in accordance with Section 2.15 or, if not so assigned, terminated on such terms and conditions as the Lender may then require. If the existing Final Maturity Date (without regard to any extension of this Agreement the Commitments of other Lenders). (c) On or before any then existing Final Maturity Date in respect of which a notice pursuant to Section 2.18(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 later date additional Commitments of Extending Banks is acceptable to less than the Borrowers on aggregate amount of the terms and conditions proposed by Commitments of the LenderDeclining Banks, the Borrower shall notify have the Lender of their acceptance 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 9.04(b) (each, together with any such Extending Bank to the extent of such terms 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 conditions no later than Assumption pursuant to which such Additional Commitment Bank shall, effective as of the Anniversary then existing Final Maturity Date, and undertake a Commitment (and, if any such later date 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 Extending Banks will become have the Termination Date hereunder and this Agreement shall otherwise right to undertake additional Commitments 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 Bank with any Eligible Assignee that is not already a Lender (it being understood that the Administrative Agent, in consultation with the Borrower, will be amended able to allocate the aggregate amount of the Commitments of the Declining Banks among each such Extending Bank in a manner mutually an amount not to exceed the additional Commitment that such Extending Bank agreed among to undertake). (d) If the Borrowers Commitments of the Extending Banks and the Additional Commitment Banks aggregate 50% or less of the aggregate Commitments of all Lenders as of immediately prior to such then existing Final Maturity Date, none of the Commitments (including the Commitment of any Extending Bank) will be extended and the Final Maturity Date for each Lender shall remain unchanged. (e) If (1) the Commitments of the Extending Banks and the Additional Commitment Banks aggregate greater than 50% of the aggregate Commitments of all Lenders as described of immediately prior to such then existing Final Maturity Date and (2) and on such then existing Final Maturity Date, the applicable conditions set forth in the Lender’s notice proposing the extension Section 4.03 shall be satisfied, then, effective as of this Agreement upon the Lender’s receipt of such then existing Final Maturity Date, (i) the Final Maturity Date for each Bank that is an amendment Extending Bank or an Additional Commitment Bank shall automatically become the date that is one year following such then existing Final Maturity Date as in effect immediately prior to this Agreement signed by the Borrowers and the Lendersuch extension, (ii) resolutions the Final Maturity Date for each Lender that is a Declining Bank shall remain unchanged, (iii) each Additional Commitment Bank that is not already a Lender shall thereupon become a “Lender” for all purposes of this Agreement with a Commitment, and each Borrower’s Board of Directors (or other governing bodyAdditional Commitment Bank that is already a Lender shall thereupon have an additional Commitment, in each case as contemplated by Section 2.18(c) authorizing such extensionabove, and (iiiiv) an opinion the aggregate amount of counsel the Commitments shall equal the aggregate of the Commitments of the Extending Banks and the Additional Commitment Banks at such time, provided such amount will not exceed the aggregate amount of the Commitments in effect immediately prior to the Foreign Borrower(s) equivalent in form and substance reasonably acceptable to the Lendersuch then existing Final Maturity Date unless otherwise permitted by Section 2.01(b).

Extension Option. At any time not earlier than 60 days prior to, nor later than 30 days prior to, (a) The Company may by notice to the Termination Date then in effect Facility Agent (the “Anniversary Date”), Initial Extension Request) substantially in the Borrowers may request that the Lender extend the Anniversary Date to the date which is 364 days from the Anniversary Date. The Lender shall respond to such request no later than 10 days prior to the Anniversary Date and failure by the Lender to respond by such date shall indicate its unwillingness to agree to such requested extension. At any time form of Schedule 5 (Form of Extension Request) given not more than 60 days and not less than 30 days before such Anniversary the first anniversary of the Signing Date, request that the Lender Termination Date be extended for a further period of 12 months (the First Extended Termination Date). (b) The Company may propose, by written notice to the BorrowersFacility Agent (the Second Extension Request) substantially in the form of Schedule 5 (Form of Extension Request) given not more than 60 days and not less than 30 days before the second anniversary of the Signing Date, request that the Termination Date: (i) with respect to ▇▇▇▇▇ who have agreed to the Initial Extension Request, be extended for a further period of 12 months from the First Extended Termination Date; and/or (ii) if no Initial Extension Request has been made, or with respect to Banks who refused the Initial Extension Request, be extended for a period of 24 months. (c) The Facility Agent must promptly notify the Banks of any Initial Extension Request or Second Extension Request (each an extension Extension Request). (d) Each Bank may, in its sole discretion, agree to any Extension Request. (e) Each Bank that agrees to an Extension Request will extend the Termination Date applicable to its Commitment for the further period requested by the Company in its Extension Request from the then current Termination Date applicable to its Commitment and the Termination Date with respect to the Commitment of this Agreement that Bank will be extended accordingly. (f) Each Bank shall use reasonable efforts to such later respond to an Extension Request within 15 days of it being given. If no consent is received from a Bank by the first, or as the case may be, the second anniversary of the Signing Date, that Bank will be deemed to have declined the relevant Extension Request and the Termination Date applicable to its Commitments will not be extended pursuant to that Extension Request (without prejudice to the Company's right to deliver an additional Extension Request as contemplated in paragraph (b) above). (g) At any time after the Company has delivered an Extension Request to the Facility Agent, the Facility Agent shall upon reasonable request by the Company inform and update the Company of the identity of the Banks which have accepted or (as relevant) rejected any Extension Request. On the date falling 15 days after the date on such terms and conditions as the Lender may then require. If the extension of this Agreement to such later date is acceptable to the Borrowers on the terms and conditions proposed by the Lenderwhich an Extension Request has been given, the Borrower Facility Agent shall notify the Lender Company of their acceptance the aggregate amount of such terms Commitments which will be extended. On the date falling on the anniversary of the Signing Date immediately following the giving of the Extension Request, the Facility Agent shall notify the Company and conditions no later than each Bank of the Anniversary Date, and such later date will become the Termination Date hereunder and this Agreement shall otherwise be amended in a manner mutually agreed among the Borrowers and the Lenders and as described in the Lender’s notice proposing the extension aggregate amount of this Agreement upon the Lender’s receipt of (i) an amendment to this Agreement signed by the Borrowers and the Lender, (ii) resolutions of each Borrower’s Board of Directors (or other governing body) authorizing such extension, and (iii) an opinion of counsel to the Foreign Borrower(s) equivalent in form and substance reasonably acceptable to the LenderCommitments which have been extended.

Extension Option. At any time not earlier than 60 days prior to, nor later than 30 days prior to, the Termination Date then in effect (the “Anniversary Date”), the Borrowers a) The Borrower may request that the Lender extend Commitments be extended for up to two additional one year periods after any then existing Maturity Date by providing not less than 30 days’ written notice (the Anniversary Date date of such notice, a “Notice Date”) to the date which is 364 Administrative Agent prior to any then existing Maturity Date. If a Lender agrees, in its individual and sole discretion, to extend its Commitment (such Lender, an “Extending Bank”), it will notify the Administrative Agent, in writing, of its decision to do so no later than 20 days from after the Anniversary applicable Notice Date. The Lender shall respond to such request Administrative Agent will notify the Borrower, in writing, of the Lenders’ decisions no later than 10 25 days prior after such Notice Date. (b) No Lender shall be required to consent to any such extension request or be required to increase its Commitment and any Lender that declines or does not respond to the Anniversary Date and failure by the Lender to respond by such date shall indicate its unwillingness to agree to such requested extension. At any time more than 60 days before such Anniversary Date, the Lender may propose, by written notice to the Borrowers, Borrower’s request for an extension of this Agreement the Commitments (a “Declining Lender”) will have its Commitment assigned to such later date one or more Additional Commitment Banks (as defined below) in accordance with Section 2.08(b) or, if not so assigned, terminated on such terms and conditions as the Lender may then require. If the existing Maturity Date (without regard to any extension of this Agreement the Commitments of other Lenders). (c) On or before any then existing Maturity Date in respect of which a notice pursuant to Section 2.11(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 2.08(b) and, if the aggregate of all such later date additional Commitments of Extending Banks is acceptable to less than the Borrowers on aggregate amount of the terms and conditions proposed by Commitments of the LenderDeclining Banks, the Borrower shall notify have the Lender of their acceptance right to replace each Declining Bank with, and add as “Lenders” under this Credit Agreement in place thereof, one or more Eligible Assignees (each, together with any such Extending Bank to the extent of such terms Extending Bank’s such additional Commitment, an “Additional Commitment Bank”), all as provided in Section 2.08(b), each of which Additional Commitment Banks shall have entered into an Assignment and conditions no later than the Anniversary Assumption pursuant to which such Additional Commitment Bank shall, effective as of then existing Maturity Date, and undertake a Commitment (and, if any such later date 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 Extending Banks will become have the Termination Date hereunder and this Agreement shall otherwise right to undertake additional Commitments 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 Bank with any Eligible Assignee that is not already a Lender (it being understood that the Administrative Agent, in consultation with the Borrower, will be amended able to allocate the aggregate amount of the Commitments of the Declining Banks among each such Extending Bank in a manner mutually an amount not to exceed the additional Commitment that such Extending Bank agreed among to undertake). (d) If the Borrowers Commitments of the Extending Banks and the Additional Commitment Banks aggregate 50% or less of the aggregate Commitments of all Lenders as of immediately prior to such then existing Maturity Date, none of the Commitments (including the Commitment of any Extending Bank) will be extended and the Maturity Date for each Lender shall remain unchanged. (e) If (1) the Commitments of the Extending Banks and the Additional Commitment Banks aggregate greater than 50% of the aggregate Commitments of all Lenders as described of immediately prior to such then existing Maturity Date and (2) and on such then existing Maturity Date, the applicable conditions set forth in the Lender’s notice proposing the extension Section 5.03 shall be satisfied, then, effective as of this Agreement upon the Lender’s receipt of such then existing Maturity Date, (i) the Maturity Date for each Bank that is an amendment Extending Bank or an Additional Commitment Bank shall automatically become the date that is one year following such then existing Maturity Date as in effect immediately prior to this Agreement signed by the Borrowers and the Lendersuch extension, (ii) resolutions the Maturity Date for each Lender that is a Declining Bank shall remain unchanged, (iii) each Additional Commitment Bank that is not already a Lender shall thereupon become a “Lender” for all purposes of this Credit Agreement with a Commitment, and each Borrower’s Board of Directors (or other governing bodyAdditional Commitment Bank that is already a Lender shall thereupon have an additional Commitment, in each case as contemplated by Section 2.11(c) authorizing such extensionabove, and (iiiiv) an opinion the Committed Amount shall equal the aggregate of counsel the Commitments of the Extending Banks and the Additional Commitment Banks at such time, provided such amount will not exceed the Committed Amount in effect immediately prior to the Foreign Borrower(s) equivalent in form and substance reasonably acceptable to the Lendersuch then existing Maturity Date unless otherwise permitted by Section 2.10.

Extension Option. At any time (a) The Borrower may, by notice to the Administrative Agent (which shall promptly notify the Lenders) not earlier more than 60 days prior to, nor later and not less than 30 days prior toto any two anniversaries of the Closing Date (each such anniversary, the Termination Date then in effect (the an “Anniversary Date”), the Borrowers may request that the Lender Lenders extend the Anniversary 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 date which is 364 days from Borrower and the Anniversary Date. The Lender shall respond to such request Administrative Agent given no later than 10 the date (herein, the “Consent Date”) that is 20 days prior to after the Anniversary Date and failure by date of the Lender to respond by extension request (or, if such date is not a Business Day, the next succeeding Business Day), advise the Borrower and the Administrative Agent whether or not such ▇▇▇▇▇▇ agrees to such extension; provided that each Lender that determines not to so extend the Commitment Termination Date (a “Non-Extending Lender”) shall indicate its unwillingness notify the Administrative Agent (which shall notify the other Lenders) of such fact promptly after such determination (but in any event no later than 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 requested extension. At extension shall not obligate any time 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 date of the extension request (or, if such date is not a Business Day, on the next preceding Business Day). (d) If and only if the total of the Revolving Commitments of the Lenders that have agreed to extend their Commitment Termination Date (after giving effect to any Lenders that agree to become Lenders in connection with any extension pursuant to this Section 2.19) shall be more than 60 days before 50% of the aggregate Revolving Commitments in effect immediately prior to the applicable Anniversary Date, then, effective as of such Anniversary Date, the Commitment Termination Date of each extending Lender may proposeshall be extended automatically, without any other action by written notice any Person, to the Borrowersdate that is one year after the Existing Commitment Termination Date, an extension of this Agreement to such later date on such terms and conditions as the Lender may then require. If the extension of this Agreement to such later date is acceptable to the Borrowers provided that, on the terms and conditions proposed by the LenderConsent Date, the Borrower shall conditions set forth in Section 4.02 are satisfied. The Administrative Agent will promptly notify the Lender of their acceptance of such terms and conditions no later than the Anniversary Date, and such later date will become the Termination Date hereunder and this Agreement shall otherwise be amended in a manner mutually agreed among the Borrowers Borrower and the Lenders and as described in the Lender’s notice proposing the of each extension of this Agreement upon the Lender’s receipt of (i) an amendment Commitment Termination Date pursuant to this Agreement signed by the Borrowers and the Lender, (ii) resolutions of each Borrower’s Board of Directors (or other governing body) authorizing such extension, and (iii) an opinion of counsel to the Foreign Borrower(s) equivalent in form and substance reasonably acceptable to the LenderSection 2.19.

Extension Option. At any time (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 submit no more than two Extension Requests. Any Extension Request is irrevocable and may not earlier be withdrawn. (b) An Extension Request shall not be valid unless it is delivered to the Agent on a Business Day falling not more than 60 days prior to, nor later and not less than 30 days prior toto 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 a▇▇▇▇▇ 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 then in effect (the “Anniversary Date”), the Borrowers may request applicable to that the Lender extend the Anniversary Date shall be extended to the date which is 364 falling 365 days from after the Anniversary Existing Termination Date. The . (f) If a Lender shall respond to such has declined the request no later than 10 days prior to made in the Anniversary Date and failure by the Lender to respond by such date shall indicate its unwillingness to agree to such requested extension. At any time more than 60 days before such Anniversary Date, the Lender may propose, by written notice to the Borrowers, an extension of this Agreement to such later date on such terms and conditions as the Lender may then require. If the extension of this Agreement to such later date is acceptable to the Borrowers on the terms and conditions proposed by the LenderExtension Request, the Borrower shall notify repay that Lender's ▇▇▇▇▇cipation in the Loans made to the Borrower on the Existing Termination Date. (g) Any agreement of a Lender of their acceptance of such terms and conditions no later than the Anniversary Date, and such later date will become under this Clause 2.5 to extend the Termination Date hereunder and this Agreement shall otherwise be amended in a manner mutually agreed among respect of its Commitments is subject to the Borrowers further conditions precedent that on the date of the Extension Request and the Lenders and as described date upon which it is proposed that the Termination Date is extended in the Lender’s notice proposing the extension of this Agreement upon the Lender’s receipt of accordance with paragraph (e) above: (i) an amendment to this Agreement signed by the Borrowers and the Lender, Repeating Representations are true in all material respects; and (ii) resolutions no Default is continuing or would be reasonably likely to result from the proposed extension. (h) On or before any extension of each Borrower’s Board of Directors (or other governing body) authorizing such extensionthe Termination Date, and (iii) an opinion of counsel the Borrower shall pay to the Foreign Borrower(s) equivalent Agent an extension fee in form an amount to be agreed at the time that the Extension Request is delivered (such fee to be determined as a percentage of Commitments and substance reasonably acceptable distributed by the Agent to the Lender.Lenders who have agreed to extend their Commitments (on a pro rata basis)). LRXM/076001.00588/92345437.6Page 26

Extension Option. At any time not earlier than 60 days prior to(a) The Borrower shall have two options (each, nor later than 30 days prior toan “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 Termination Date then conditions set forth in effect clause (the b) below, Borrower may exercise each Extension Option by delivering written notice (an “Anniversary DateExtension Notice”), together with the Borrowers may request that payment of the Lender extend first installment of the Anniversary Date Extension Fee for the account of the Lenders (based on their respective Pro Rata Shares), to the Administrative Agent on or before the date which that is 364 days from the Anniversary Date. The Lender shall respond to such request no later at least 30 days, but not more than 10 days 180 days, prior to the Anniversary then applicable Revolving Credit Termination Date, stating that Borrower will extend the Revolving Credit Termination Date and failure by the Lender to respond by for six (6) months (or if such date shall indicate its unwillingness to agree to such requested extension. At any time more than 60 days before such Anniversary Datethat is six (6) months after the Revolving Credit Termination Date is not a Business Day, the Lender may proposenext succeeding Business Day). Borrower’s delivery of an Extension Notice shall be irrevocable. In no event shall the Revolving Credit Termination Date occur later than June 30, by written notice 2022. (b) The Borrower’s right to exercise each Extension Option shall be subject to the Borrowers, an extension of this Agreement to such later date on such following terms and conditions as the Lender may then require. If the extension of this Agreement to such later date is acceptable to the Borrowers on the terms and conditions proposed by the Lender, the Borrower shall notify the Lender of their acceptance of such terms and conditions no later than the Anniversary Date, and such later date will become the Termination Date hereunder and this Agreement shall otherwise be amended in a manner mutually agreed among the Borrowers and the Lenders and as described in the Lender’s notice proposing the extension of this Agreement upon the Lender’s receipt of conditions: (i) an amendment 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 signed by the Borrowers and the Lenderwould otherwise have terminated, (ii) resolutions all of each Borrower’s Board the representations and warranties of Directors 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 other governing bodyin 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) authorizing such extensionas 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) an opinion the Borrower shall have paid the first installment of counsel the Extension Fee to the Foreign Borrower(sAdministrative Agent for the account of the Lenders (based on their respective Pro Rata Shares). (c) equivalent in form If the Borrower exercises any Extension Option, the Borrower shall pay the first installment of the Extension Fee on the date of the Extension Notice and substance reasonably acceptable to shall pay the Lendersecond installment of the Extension Fee on the first day of the fourth month of the applicable Extension Period.

Extension Option. At any time not earlier than 60 days prior to, nor later than 30 days prior to, the Termination Date then in effect (the “Anniversary Date”), the Borrowers The Borrower may request that the Lender extend the Anniversary Date Total Commitments be renewed for additional one year periods by providing notice of such request (such notice, an “Extension Notice”) to the date which is 364 days from the Anniversary Date. The Lender shall respond to such request Administrative Agent no later more frequently than 10 days prior to the Anniversary Date and failure by the Lender to respond by such date shall indicate its unwillingness to agree to such requested extension. At any time more than 60 days before such Anniversary Date, the Lender may propose, by written notice to the Borrowers, an extension of this Agreement to such later date on such terms and conditions as the Lender may then requireonce in a calendar year. If the extension of this Agreement a Lender agrees, in its individual and sole discretion, to such later date is acceptable to the Borrowers on the terms and conditions proposed by the extend its Commitment (an “Extending Lender”), the Borrower shall it will notify the Lender Administrative Agent, in writing, of their acceptance of such terms and conditions its decision to do so no later than the Anniversary Dateapplicable deadline specified by the Extension Notice. The Administrative Agent will notify the Borrower, in writing, of the Lenders’ decisions promptly following such deadline. The Extending Lenders’ Commitments will be renewed for an additional one year from the then existing Termination Date and such later date will extended Termination Date shall become the Termination Date hereunder and (except as otherwise provided in this Agreement shall Section 2.18 as to Declining Lenders), provided, that (i) more than 50% of the Total Commitments is extended or otherwise be amended in a manner mutually agreed among the Borrowers and the committed to by Extending Lenders and any new Lenders, (ii) all representations and warranties made by the Borrower in or pursuant to the Loan Documents shall be true and correct in all material respects on and as described 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 representations and warranties set forth in Sections 4.2 and 4.7 shall not be required to be restated. Any Lender that declines or does not respond to the Borrower’s request for commitment renewal (a “Declining Lender’s notice proposing ”) will have its Commitment terminated on the extension of this Agreement upon the Lender’s receipt earlier of (i) an amendment the then existing Termination Date (without regard to this Agreement signed any renewals by other Lenders) (the Borrowers “Existing Termination Date”) and the Lender, (ii) resolutions of each Borrower’s Board of Directors (or other governing body) authorizing the date such extensionDeclining Lender is replaced in accordance with Section 2.17, and (iiiat such time the Borrower shall repay all Loans, participations in LC Disbursements, participating interests in Swingline Loans and Swingline Participation Amounts and other amounts owing to such Declining Lender; provided that if any Declining Lender or any Lender holding a Commitment with a Non- Extended Termination Date assigns all or any portion of its Commitment prior to its termination pursuant Section 9.6(c) an opinion and the Assignee of counsel 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 Foreign Borrower(s) equivalent in form and substance reasonably acceptable latest applicable Termination Date upon such assignment without the consent of the Administrative Agent or any other Lender. The Borrower will have the right to accept commitments from third party financial institutions subject to the Lenderconsent of the Administrative Agent and the Issuing Lenders (such consent of the Administrative Agent or the Issuing Lenders not to be unreasonably withheld) in an amount up to the amount of the Commitments of any Declining Lenders. The Borrower may extend the Termination Date no more than twice following the Closing Date pursuant to this Section 2.18.

Extension Option. At Borrower may request that Lender extend (the “Extension Option”) the Stated Maturity Date to August 2, 2023 (the “Extended Stated Maturity Date”). Upon receipt of any time 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 upon the satisfaction each of the following conditions, with no extension fee or other fee payable to Lender. (a) Borrower will give Lender its written notice requesting such extension (an “Extension Notice”) not earlier less than 60 days prior toto original or then-current Stated Maturity Date, nor later than 30 days prior toas applicable (i.e., the Termination then-current Maturity Date then in without giving effect to the requested extension) (the “Anniversary Current Maturity Date”); (b) No Event of Default exists at the time such request is made and on the then-current Stated Maturity Date (i.e., the Borrowers may 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); (c) Borrower delivers to Lender an Officer’s Certificate confirming the accuracy of the information contained in clause (b) above; With respect to any request by Borrower to extend the Anniversary Stated Maturity Date pursuant to this Section 2.6, if Borrower is unable to satisfy all of the date which is 364 days from foregoing conditions within the Anniversary Dateapplicable time frames for each such condition, Lender will have no obligation to extend the Stated Maturity Date hereunder. The As this Extension Option results in Lender shall respond to such request no later than 10 days prior to the Anniversary Date and failure by the Lender to respond by such date shall indicate its unwillingness to agree to such requested extension. At any time more than 60 days before such Anniversary Date, the Lender may propose, by written notice to the Borrowers, an extension of this Agreement to such later date on such terms and conditions as the Lender may then require. If the extension of this Agreement to such later date is acceptable to the Borrowers on the terms and conditions proposed by the Lender, the Borrower shall notify the Lender of their acceptance of such terms and conditions no later than the Anniversary Datereceiving additional interest, and such later date will become Borrower having additional time to repay the Termination Date hereunder principal and this Agreement shall otherwise be amended in a manner mutually agreed among paying additional interest, Borrower and Lender each acknowledge there is sufficient consideration for the Borrowers and the Lenders and as described in the Lender’s notice proposing the extension of this Agreement upon the Lender’s receipt of (i) an amendment to this Agreement signed by the Borrowers and the Lender, (ii) resolutions of each Borrower’s Board of Directors (or other governing body) authorizing such extension, and (iii) an opinion of counsel to the Foreign Borrower(s) equivalent in form and substance reasonably acceptable to the LenderExtension Option.

Extension Option. At any time (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 submit no more than two Extension Requests. Any Extension Request is irrevocable and may not earlier be withdrawn (b) An Extension Request shall not be valid unless it is delivered to the Agent on a Business Day falling not more than 60 days prior to, nor later and not less than 30 days prior toto 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 a▇▇▇▇▇ 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 then in effect (the “Anniversary Date”), the Borrowers may request applicable to that the Lender extend the Anniversary Date shall be extended to the date which is 364 falling 365 days from after the Anniversary Existing Termination Date. The . (f) If a Lender shall respond to such has declined the request no later than 10 days prior to made in the Anniversary Date and failure by the Lender to respond by such date shall indicate its unwillingness to agree to such requested extension. At any time more than 60 days before such Anniversary Date, the Lender may propose, by written notice to the Borrowers, an extension of this Agreement to such later date on such terms and conditions as the Lender may then require. If the extension of this Agreement to such later date is acceptable to the Borrowers on the terms and conditions proposed by the LenderExtension Request, the Borrower shall notify repay that Lender's ▇▇▇▇▇cipation in the Loans made to the Borrower on the Existing Termination Date. (g) Any agreement of a Lender of their acceptance of such terms and conditions no later than the Anniversary Date, and such later date will become under this Clause 2.5 to extend the Termination Date hereunder and this Agreement shall otherwise be amended in a manner mutually agreed among respect of its Commitments is subject to the Borrowers further conditions precedent that on the date of the Extension Request and the Lenders and as described date upon which it is proposed that the Termination Date is extended in the Lender’s notice proposing the extension of this Agreement upon the Lender’s receipt of accordance with paragraph (e) above: (i) an amendment to this Agreement signed by the Borrowers and the Lender, Repeating Representations are true in all material respects; and (ii) resolutions no Default is continuing or would be reasonably likely to result from the proposed extension. (h) On or before any extension of each Borrower’s Board of Directors (or other governing body) authorizing such extensionthe Termination Date, and (iii) an opinion of counsel the Borrower shall pay to the Foreign Borrower(s) equivalent Agent an extension fee in form an amount to be agreed at the time that the Extension Request is delivered (such fee to be determinted as a percentage of Commitments and substance reasonably acceptable distributed by the Agent to the Lender.Lenders who have agreed to extend their Commitments (on a pro rata basis)). APJ/MSXM/076001.00588/80174749.8Page 26