Common use of EXTENSIONS OF THE TERMINATION DATE Clause in Contracts

EXTENSIONS OF THE TERMINATION DATE. The Termination Date may be extended, in the manner set forth in this Section, for a period of 364 days after the date on which the Termination Date would otherwise have occurred. If the Borrower wishes to extend the Termination Date, it shall give written notice to that effect to the Administrative Agent not less than 90 days nor more than 150 days following the delivery to the Administrative Agent of the audited annual financial statements of the Borrower in accordance with Section 5.01(a), whereupon the Administrative Agent shall notify each of the Lenders of such notice. Each Lender will respond to such request, whether affirmatively or negatively, within the period which ends upon the later of (i) 30 days following the Borrower's request, or (ii) 45 days prior to the then effective Termination Date (the "Response Date"). If a Lender or Lenders respond negatively or fail to timely respond to such request (each non-responding Lender being conclusively deemed to refuse to consent to the extension), but such non-extending Lender(s) have Commitment(s) aggregating less than 33 1/3% of the aggregate amount of the Commitments, the Borrower shall, for a period of 60 days following the Response Date, have the right, with the assistance of the Administrative Agent, to seek a mutually satisfactory substitute financial institution or financial institutions (which may be one or more of the Lenders) to assume the Commitment(s) of such non-extending Lender(s). Not later than the third Domestic Business Day prior to the end of such 60-day period, the Borrower shall, by notice to the Lenders through the Administrative Agent, either (i) terminate, effective on the third Domestic Business Day after the giving of such notice, the Commitment(s) of such non-extending Lender(s), whereupon the Lenders who have consented to the extension shall continue with their Commitments unaffected to lend subject to the terms of this Agreement to the new Termination Date, or (ii) designate one or more new financial institutions reasonably acceptable to the Administrative Agent to assume the Commitments of such non-extending Lenders, whereupon the aggregate amount of such Commitment(s) shall be assumed by such substitute financial institution or financial institutions within such 60-day period or (iii) withdraw its request for an extension of the Termination Date, in which case the Commitments shall continue unaffected. The failure of the Borrower to timely take the actions contemplated by clause (i) or (ii) of the preceding sentence shall be deemed a withdrawal of its request for an extension as contemplated by clause (iii) whether or not notice to such effect is given, and in no event shall the Termination Date be extended unless each Lender which has not consented to the proposed extension has been either replaced or terminated as set forth above. So long as Lenders having Commitment(s) totaling not less than 66 2/3% of the aggregate amount of the Commitment(s) shall have responded affirmatively to such a request, and such request is not withdrawn in accordance with the preceding sentence, then, subject to receipt by the Administrative Agent of counterparts of an Extension Agreement in substantially the form of Exhibit E duly completed and signed by the Borrower and each of the affirmatively responding Lenders, the Termination Date shall be extended, effective on such extension date, for a period of 364 days to the date stated in such Extension Agreement.

EXTENSIONS OF THE TERMINATION DATE. The Termination Date may be extended, in the manner set forth in this Section, for a period of 364 days up to two years after the date on which the Termination Date would otherwise have occurred. If the Borrower wishes to extend the Termination Date, it shall give written notice to that effect to the Administrative Agent not less than 90 days nor more than 150 days following the delivery to the Administrative Agent of the audited annual financial statements of the Borrower in accordance with Section 5.01(a5.01(b), whereupon the Administrative Agent shall notify each of the Lenders of such notice. Each Lender will respond to such request, whether affirmatively or negatively, within the period which ends upon the later of (i) 30 days following the Borrower's request, or (ii) 45 days prior to the then effective Termination Date (the "Response Date"). If So long as Lenders having Commitment(s) totaling not less than 66 2/3% of the aggregate amount of the Commitment(s) shall have responded affirmatively to such a request, then, subject to receipt by the Administrative Agent of counterparts of an Extension Agreement in substantially the form of Exhibit H duly completed and signed by the Borrower and each of the affirmatively responding Lenders, the Termination Date shall be extended for a period of up to two years to the date stated in such Extension Agreement provided, however, that, with respect to any Lender or Lenders that respond negatively or fail to timely respond to such request (each non-responding Lender being conclusively deemed to refuse to consent to the extension), but the Termination Date in effect immediately prior to such non-extending extension shall continue in effect, and the Commitments(s) of such Lender(s) have Commitment(sshall terminate on the Termination Date in effect immediately prior to such extension, and the Loans made by such Lender(s) aggregating less than 33 1/3% of the aggregate amount of the Commitmentsshall be repaid in full, together with accrued and unpaid interest thereon and all other amounts owing hereunder with respect thereto, on such date; provided, further, that the Borrower shall, for a period of 60 days following the Response Date, have the right, with the assistance of the Administrative Agent, to seek a mutually satisfactory substitute financial institution or financial institutions institution(s) (which may be one or more of the Lenders) to assume the Commitment(s) of such non-extending Lender(s). Not later than the third Domestic Business Day prior to the end of such the 60-day periodperiod referred to in the further proviso to the preceding sentence, the Borrower shallmay, by notice to the Lenders through the Administrative Agent, either but shall not be required to, (i) terminate, effective on the third Domestic Business Day after the giving of such notice, the Commitment(s) of such non-extending Lender(s), whereupon the Lenders who have consented to the extension shall continue with their Commitments unaffected to lend subject to the terms of this Agreement to the new Termination Date, or (ii) designate one or more new financial institutions reasonably acceptable to the Administrative Agent to assume the Commitments Commitment(s) of such non-extending LendersLender(s), whereupon the aggregate amount of such Commitment(s) shall be assumed by such substitute financial institution institution(s) and such non-extending Lender(s) shall assign its or financial institutions within such 60-day period or (iiitheir Commitment(s) withdraw its request for an extension of the Termination Date, in which case the Commitments shall continue unaffected. The failure of the Borrower to timely take the actions contemplated by clause (i) or (ii) of the preceding sentence shall be deemed a withdrawal of its request for an extension as contemplated by clause (iii) whether or not notice to such effect is givennew financial institution(s) and sell its or their Loans and its participation interests in all outstanding Letters of Credit to such financial institution(s), and in no event shall the Termination Date be extended unless each Lender which has not consented at a price equal to the proposed extension has been either replaced or terminated as set forth above. So long as Lenders having Commitment(s) totaling not less than 66 2/3% of the aggregate outstanding principal amount of the Commitment(s) shall have responded affirmatively such Loans plus accrued and unpaid interest thereon and other amounts due and owing hereunder with respect thereto, pursuant to such a request, and such request is not withdrawn in accordance with the preceding sentence, then, subject to receipt by the Administrative Agent of counterparts of an Extension Agreement documentation in substantially the form of Exhibit E duly completed and signed by the Borrower and each of the affirmatively responding Lenders, the Termination Date shall be extended, effective on such extension date, for a period of 364 days to the date stated in such Extension AgreementJ hereto.

EXTENSIONS OF THE TERMINATION DATE. The Termination Date may be extended, in the manner set forth in this Section, for a period of 364 days after the date on which the Termination Date would otherwise have occurred. If the Borrower wishes to extend the Termination Date, it shall give written notice to that effect to the Administrative Agent not less than 90 days nor more than 150 days following the delivery to the Administrative Agent of the audited annual financial statements of the Borrower in accordance with Section 5.01(a), whereupon the Administrative Agent shall notify each of the Lenders of such notice. Each Lender will respond to such request, whether affirmatively or negatively, within the period which ends upon the later of (i) 30 days following the Borrower's request, or (ii) 45 days prior to the then effective Termination Date (the "Response Date"). If a Lender or Lenders respond negatively or fail to timely respond to such request (each non-responding Lender being conclusively deemed to refuse to consent to the extension), but such non-extending Lender(s) have Commitment(s) aggregating less than 33 1/3331/3% of the aggregate amount of the Commitments, the Borrower shall, for a period of 60 days following the Response Date, have the right, with the assistance of the Administrative Agent, to seek a mutually satisfactory substitute financial institution or financial institutions (which may be one or more of the Lenders) to assume the Commitment(s) of such non-extending Lender(s). Not later than the third Domestic Business Day prior to the end of such 60-day period, the Borrower shall, by notice to the Lenders through the Administrative Agent, either (i) terminate, effective on the third Domestic Business Day after the giving of such notice, the Commitment(s) of such non-extending Lender(s), whereupon the Lenders who have consented to the extension shall continue with their Commitments unaffected to lend subject to the terms of this Agreement to the new Termination Date, or (ii) designate one or more new financial institutions reasonably acceptable to the Administrative Agent to assume the Commitments of such non-extending Lenders, whereupon the aggregate amount of such Commitment(s) shall be assumed by such substitute financial institution or financial institutions within such 60-day period or (iii) withdraw its request for an extension of the Termination Date, in which case the Commitments shall continue unaffected. The failure of the Borrower to timely take the actions contemplated by clause (i) or (ii) of the preceding sentence shall be deemed a withdrawal of its request for an extension as contemplated by clause (iii) whether or not notice to such effect is given, and in no event shall the Termination Date be extended unless each Lender which has not consented to the proposed extension has been either replaced or terminated as set forth above. So long as Lenders having Commitment(s) totaling not less than 66 2/3662/3% of the aggregate amount of the Commitment(s) shall have responded affirmatively to such a request, and such request is not withdrawn in accordance with the preceding sentence, then, subject to receipt by the Administrative Agent of counterparts of an Extension Agreement in substantially the form of Exhibit E duly completed and signed by the Borrower and each of the affirmatively responding Lenders, the Termination Date shall be extended, effective on such extension date, for a period of 364 days to the date stated in such Extension Agreement.

EXTENSIONS OF THE TERMINATION DATE. The Termination Date may be extended, in the manner set forth in this Section, for a period of 364 days one year after the date on which the Termination Date would otherwise have occurred. If the Borrower wishes to extend the Termination Date, it shall give written notice to that effect to the Administrative Agent not less than 90 days nor more than 150 days following the delivery to the Administrative Agent of the audited annual financial statements of the Borrower in accordance with Section 5.01(a5.01(b), whereupon the Administrative Agent shall notify each of the Lenders of such notice. Each Lender will respond to such request, whether affirmatively or negatively, within the period which ends upon the later of (i) 30 days following the Borrower's request, or (ii) 45 days prior to the then effective Termination Date (the "Response Date"). If a Lender or Lenders respond negatively or fail to timely respond to such request (each non-responding Lender being conclusively deemed to refuse to consent to the extension), but such non-extending Lender(s) have Commitment(s) aggregating less than 33 1/3% of the aggregate amount of the Commitments, the Borrower shall, for a period of 60 days following the Response Date, have the right, with the assistance of the Administrative Agent, to seek a mutually satisfactory substitute financial institution or financial institutions (which may be one or more of the Lenders) to assume the Commitment(s) of such non-extending Lender(s). Not later than the third Domestic Business Day prior to the end of such 60-day period, the Borrower shall, by notice to the Lenders through the Administrative Agent, either (i) terminate, effective on the third Domestic Business Day after the giving of such notice, the Commitment(s) of such non-extending Lender(s), whereupon the Lenders who have consented to the extension shall continue with their Commitments commitments unaffected to lend subject to the terms of this Agreement to the new Termination Date, or (ii) designate one or more new financial institutions reasonably acceptable to the Administrative Agent to assume the Commitments of such non-extending Lenders, whereupon the aggregate amount of such Commitment(s) shall be assumed by such substitute financial institution or financial institutions within such 60-day period or (iii) withdraw its request for an extension of the Termination Date, in which case the Commitments shall continue unaffected. The failure of the Borrower to timely take the actions contemplated by clause (i) or (ii) of the preceding sentence shall be deemed a withdrawal of its request for an extension as contemplated by clause (iii) whether or not notice to such effect is given, and in no event shall the Termination Date be extended unless each Lender which has not consented to the proposed extension has been either replaced or terminated as set forth above. So long as Lenders having Commitment(s) totaling not less than 66 2/3% of the aggregate amount of the Commitment(s) shall have responded affirmatively to such a request, and such request is not withdrawn in accordance with the preceding sentence, then, subject to receipt by the Administrative Agent of counterparts of an Extension Agreement in substantially the form of Exhibit E H duly completed and signed by the Borrower and each of the affirmatively responding Lenders, the Termination Date shall be extended, effective on such extension dateExtension Date, for a period of 364 days one year to the date stated in such Extension Agreement.

EXTENSIONS OF THE TERMINATION DATE. The Termination Date may be extended, in the manner set forth in this Section, for a period of 364 days up to two years after the date on which the Termination Date would otherwise have occurred. If the Borrower wishes to extend the Termination Date, it shall give written notice to that effect to the Administrative Agent not less than 90 days nor more than 150 days following the delivery to the Administrative Agent of the audited annual financial statements of the Borrower in accordance with Section 5.01(a5.01(b), whereupon the Administrative Agent shall notify each of the Lenders of such notice. Each Lender will respond to such request, whether affirmatively or negatively, within the period which ends upon the later of (i) 30 days following the Borrower's request, or (ii) 45 days prior to the then effective Termination Date (the "“Response Date"”). If a Lender or Lenders respond negatively or fail to timely respond to such request (each non-responding Lender being conclusively deemed to refuse to consent to the extension), but such non-extending Lender(s) have Commitment(s) aggregating less than 33 1/3% of the aggregate amount of the Commitments, the Borrower shall, for a period of 60 days following the Response Date, have the right, with the assistance of the Administrative Agent, to seek a mutually satisfactory substitute financial institution or financial institutions (which may be one or more of the Lenders) to assume the Commitment(s) of such non-extending Lender(s). Not later than the third Domestic Business Day prior to the end of such 60-day period, the Borrower shall, by notice to the Lenders through the Administrative Agent, either (i) terminate, effective on the third Domestic Business Day after the giving of such notice, the Commitment(s) of such non-extending Lender(s), whereupon the Lenders who have consented to the extension shall continue with their Commitments unaffected to lend subject to the terms of this Agreement to the new Termination Date, or (ii) designate one or more new financial institutions reasonably acceptable to the Administrative Agent to assume the Commitments of such non-extending Lenders, whereupon the aggregate amount of such Commitment(s) shall be assumed by such substitute financial institution or financial institutions within such 60-day period or (iii) withdraw its request for an extension of the Termination Date, in which case the Commitments shall continue unaffected. The failure of the Borrower to timely take the actions contemplated by clause (i) or (ii) of the preceding sentence shall be deemed a withdrawal of its request for an extension as contemplated by clause (iii) whether or not notice to such effect is given, and in no event shall the Termination Date be extended unless each Lender which has not consented to the proposed extension has been either replaced or terminated as set forth above. So long as Lenders having Commitment(s) totaling not less than 66 2/3% of the aggregate amount of the Commitment(s) shall have responded affirmatively to such a request, and such request is not withdrawn in accordance with the preceding sentence, then, subject to receipt by the Administrative Agent of counterparts of an Extension Agreement in substantially the form of Exhibit E duly completed and signed by the Borrower and each of the affirmatively responding Lenders, the Termination Date shall be extended, effective on such extension date, extended for a period of 364 days up to two years to the date stated in such Extension AgreementAgreement provided, however, that, with respect to any Lender or Lenders that respond negatively or fail to timely respond to such request (each non-responding Lender being conclusively deemed to refuse to consent to the extension), the Termination Date in effect immediately prior to such extension shall continue in effect, and the Commitments(s) of such Lender(s) shall terminate on the Termination Date in effect immediately prior to such extension, and the Loans made by such Lender(s) shall be repaid in full, together with accrued and unpaid interest thereon and all other amounts owing hereunder with respect thereto, on such date; provided, further, that the Borrower shall, for a period of 60 days following the Response Date, have the right, with the assistance of the Administrative Agent, to seek a substitute financial institution(s) (which may be one or more of the Lenders) to assume the Commitment(s) of such non-extending Lender(s). Not later than the third Domestic Business Day prior to the end of the 60-day period referred to in the further proviso to the preceding sentence, the Borrower may, by notice to the Lenders through the Administrative Agent, but shall not be required to, (i) terminate, effective on the third Domestic Business Day after the giving of such notice, the Commitment(s) of such non-extending Lender(s), and, if the Borrower elects to terminate such Commitments, the Loans made by such Lender(s) shall be repaid in full, together with accrued and unpaid interest thereon and all other amounts owing hereunder with respect thereto, on such date; or (ii) designate one or more new financial institutions reasonably acceptable to the Administrative Agent to assume the Commitment(s) of such non-extending Lender(s), whereupon the aggregate amount of such Commitment(s) shall be assumed by such substitute financial institution(s) and such non-extending Lender(s) shall assign its or their Commitment(s) to such new financial institution(s) and sell its or their Loans and its participation interests in all outstanding Letters of Credit to such financial institution(s), at a price equal to the outstanding principal amount of such Loans plus accrued and unpaid interest thereon and other amounts due and owing hereunder with respect thereto, pursuant to documentation in substantially the form of Exhibit G hereto.

EXTENSIONS OF THE TERMINATION DATE. The Termination Date may be extended, in the manner set forth in this Section, for a period of 364 days after the date on which the Termination Date would otherwise have occurred. If the Borrower wishes to extend the Termination Date, it shall give written notice to that effect to the Administrative Agent not less than 90 45 days nor more than 150 60 days following the delivery prior to the Administrative Agent of the audited annual financial statements of the Borrower in accordance with Section 5.01(a)then current Termination Date, whereupon the Administrative Agent shall notify each of the Lenders of such notice. Each Lender will respond to such request, whether affirmatively or negatively, within the period which ends upon the later of (i) 30 20 days following the Borrower's ’s request, or (ii) 45 days prior to the then effective Termination Date (the "Response Date"). If a Lender or Lenders respond negatively or fail to timely respond to such request (each non-responding Lender being conclusively deemed to refuse to consent to the extension), but such non-extending Lender(s) have Commitment(s) aggregating less than 33 1/3% of the aggregate amount of the Commitments, the Borrower shall, for a period of 60 days following the Response Date, shall have the right, with the assistance of the Administrative Agent, to seek a mutually satisfactory substitute financial institution or financial institutions (which may be one or more of the Lenders) to assume the Commitment(s) of such non-extending Lender(s). Not later than the third Domestic Business Day prior to the end of such 60-day periodthen effective Termination Date, the Borrower shall, by notice to the Lenders through the Administrative Agent, either (i) terminate, effective on the third Domestic Business Day after the giving of such notice, the Commitment(s) of such non-extending Lender(s), whereupon the Lenders who have consented to the extension shall continue with their Commitments unaffected to lend subject to the terms of this Agreement to the new Termination Date, or (ii) may designate one or more new financial institutions reasonably acceptable to the Administrative Agent to assume the Commitments of such non-extending Lenders, whereupon the aggregate amount of such Commitment(s) shall be assumed by such substitute financial institution or financial institutions within such 60-day period or (iii) withdraw its request for an extension of on the then current Termination Date, in which case the Commitments shall continue unaffected. The failure of the Borrower to timely take the actions contemplated by clause (i) or (ii) of the preceding sentence shall be deemed a withdrawal of its request for an extension as contemplated by clause (iii) whether or not notice to such effect is given, and in no event shall the Termination Date be extended unless each Lender which has not consented to the proposed extension has been either replaced or terminated as set forth above. So long as Lenders having Commitment(s) totaling not less than 66 2/3% of the aggregate amount of the Commitment(s) shall have responded affirmatively to such a request, and such request is not withdrawn in accordance with the preceding sentence, then, subject to receipt by the Administrative Agent of counterparts of an Extension Agreement in substantially the form of Exhibit E duly completed and signed by the Borrower and each of the affirmatively responding Lenders, the Termination Date shall be extended, effective on such extension date, for a period of 364 days to the date stated in such Extension Agreement.

EXTENSIONS OF THE TERMINATION DATE. The Termination Date may be extended, in the manner set forth in this Section, for a period of 364 days after the date on which the Termination Date would otherwise have occurred. If the Borrower wishes to extend the Termination Date, it shall give written notice to that effect to the Administrative Agent not less than 90 days nor more than 150 days following the delivery to the Administrative Agent of the audited annual financial statements of the Borrower in accordance with Section 5.01(a), whereupon the Administrative Agent shall notify each of the Lenders of such notice. Each Lender will respond to such request, whether affirmatively or negatively, within the period which ends upon the later of (i) 30 days following the Borrower's request, or (ii) 45 days prior to the then effective Termination Date (the "Response Date"). If a Lender or Lenders respond negatively or fail to timely respond to such request (each non-responding Lender being conclusively deemed to refuse to consent to the extension), but such non-extending Lender(s) have Commitment(s) aggregating less than 33 1/3% of the aggregate amount of the Commitments, the Borrower shall, for a period of 60 days following the Response Date, have the right, with the assistance of the Administrative Agent, to seek a mutually satisfactory substitute financial institution or financial institutions (which may be one or more of the Lenders) to assume the Commitment(s) of such non-extending Lender(s). Not later than the third Domestic Business Day prior to the end of such 60-day period, the Borrower shall, by notice to the Lenders through the Administrative Agent, either (i) terminate, effective on the third Domestic Business Day after the giving of such notice, the Commitment(s) of such non-extending Lender(s), whereupon the Lenders who have consented to the extension shall continue with their Commitments commitments unaffected to lend subject to the terms of this Agreement to the new Termination Date, or (ii) designate one or more new financial institutions reasonably acceptable to the Administrative Agent to assume the Commitments of such non-extending Lenders, whereupon the aggregate amount of such Commitment(s) shall be assumed by such substitute financial institution or financial institutions within such 60-day period or (iii) withdraw its request for an extension of the Termination Date, in which case the Commitments shall continue unaffected. The failure of the Borrower to timely take the actions contemplated by clause (i) or (ii) of the preceding sentence shall be deemed a withdrawal of its request for an extension as contemplated by clause (iii) whether or not notice to such effect is given, and in no event shall the Termination Date be extended unless each Lender which has not consented to the proposed extension has been either replaced or terminated as set forth above. So long as Lenders having Commitment(s) totaling not less than 66 2/3% of the aggregate amount of the Commitment(s) shall have responded affirmatively to such a request, and such request is not withdrawn in accordance with the preceding sentence, then, subject to receipt by the Administrative Agent of counterparts of an Extension Agreement in substantially the form of Exhibit E duly completed and signed by the Borrower and each of the affirmatively responding Lenders, the Termination Date shall be extended, effective on such extension date, for a period of 364 days to the date stated in such Extension Agreement.or

EXTENSIONS OF THE TERMINATION DATE. The Termination Date may be extended, in the manner set forth in this Section, for a period of 364 days after the date on which the Termination Date would otherwise have occurred. If the Borrower wishes to extend the Termination Date, it shall give written notice to that effect to the Administrative Agent not less than 90 45 days nor more than 150 60 days following the delivery prior to the Administrative Agent of the audited annual financial statements of the Borrower in accordance with Section 5.01(a)then current Termination Date, whereupon the Administrative Agent shall notify each of the Lenders of such notice. Each Lender will respond to such request, whether affirmatively or negatively, within the period which ends upon the later of (i) 30 20 days following the Borrower's request, or (ii) 45 days prior to the then effective Termination Date (the "Response Date"). If a Lender or Lenders respond negatively or fail to timely respond to such request (each non-responding Lender being conclusively deemed to refuse to consent to the extension), but such non-extending Lender(s) have Commitment(s) aggregating less than 33 1/3331/3% of the aggregate amount of the Commitments, the Borrower shall, for a period of 60 days following the Response Date, shall have the right, with the assistance of the Administrative Agent, to seek a mutually satisfactory substitute financial institution or financial institutions (which may be one or more of the Lenders) to assume the Commitment(s) of such non-extending Lender(s). Not later than the third Domestic Business Day prior to the end of such 60-day periodthen effective Termination Date, the Borrower shall, by notice to the Lenders through the Administrative Agent, either (i) terminate, effective on the third Domestic Business Day after the giving of such notice, the Commitment(s) of such non-extending Lender(s), whereupon the Lenders who have consented to the extension shall continue with their Commitments unaffected to lend subject to the terms of this Agreement to the new Termination Date, or (ii) may designate one or more new financial institutions reasonably acceptable to the Administrative Agent to assume the Commitments of such non-extending Lenders, whereupon the aggregate amount of such Commitment(s) shall be assumed by such substitute financial institution or financial institutions within such 60-day period or (iii) withdraw its request for an extension of on the then current Termination Date, in which case the Commitments shall continue unaffected. The failure of the Borrower to timely take the actions contemplated by clause (i) or (ii) of the preceding sentence shall be deemed a withdrawal of its request for an extension as contemplated by clause (iii) whether or not notice to such effect is given, and in no event shall the Termination Date be extended unless each Lender which has not consented to the proposed extension has been either replaced or terminated as set forth above. So long as Lenders having Commitment(s) totaling not less than 66 2/3662/3% of the aggregate amount of the Commitment(s) shall have responded affirmatively to such a request, and such request is not withdrawn in accordance with the preceding sentence, then, subject to receipt by the Administrative Agent of counterparts of an Extension Agreement in substantially the form of Exhibit E duly completed and signed by the Borrower and each of the affirmatively responding Lenders, the Termination Date shall be extended, effective on such extension date, for a period of 364 days to the date stated in such Extension Agreement.

EXTENSIONS OF THE TERMINATION DATE. The Termination Date may be extendedextended annually, in the manner set forth in this SectionSECTION 2.7, in each case for a period of 364 days after the date on which measured from the Termination Date would otherwise have occurredthen in effect. If the Borrower wishes to extend request an extension of the Termination Date, it shall give written notice to that effect to the Administrative Agent not less than 90 45 days nor more than 150 60 days following prior to the delivery to Termination Date then in effect. If the Administrative Agent approves of the audited annual financial statements requested extension of the Borrower in accordance with Section 5.01(a)Termination Date, whereupon the Administrative Agent shall promptly notify each Lender of the Lenders receipt of such noticerequest. Each Lender will shall endeavor to respond to such request, whether affirmatively or negativelynegatively (such determination in the sole discretion of such Lender), by notice to the Borrower and the Administrative Agent within 21 days of receipt of such request. Subject to the execution by the Borrower, the Administrative Agent and such Lenders of a duly completed Extension Agreement in substantially the form of EXHIBIT "D", the Termination Date applicable to the Commitment of each Lender so affirmatively notifying the Borrower and the Administrative Agent shall be extended for the period which ends upon the later of (i) 30 days following the Borrower's request, or (ii) 45 days prior to the then effective specified above; PROVIDED that no Termination Date (the "Response Date"). If a of any Lender or shall be extended unless Lenders respond negatively or fail to timely respond to such request (each non-responding Lender being conclusively deemed to refuse to consent to the extension), but such non-extending Lender(s) have Commitment(s) aggregating less than 33 1/3having at least 75% of the in aggregate amount of the Commitments in effect at the time any such extension is requested shall have elected so to extend their Commitments, . Any Lender which does not give such notice to the Borrower shalland the Administrative Agent shall be deemed to have elected not to extend as requested, for a period and the Commitment of 60 days following each non-extending Lender shall terminate on the Response DateTermination Date determined without giving effect to such requested extension. The Borrower, at its discretion, will have the right, with the assistance of the Administrative Agent, right at any time to seek a mutually satisfactory substitute financial institution bank or financial institutions banks (which may be one or more of the existing Lenders) for any Lender which does not elect to assume the Commitment(s) of such non-extending Lender(s). Not later than the third Domestic Business Day prior to the end of such 60-day period, the Borrower shall, by notice to the Lenders through the Administrative Agent, either extend its Commitment; PROVIDED that (i) terminatesuch new Person shall be an Eligible Assignee and such new Person shall execute an Assignment and Acceptance, effective on the third Domestic Business Day after the giving of such notice, the Commitment(s) of such non-extending Lender(s), whereupon the Lenders who have consented to the extension shall continue with their Commitments unaffected to lend subject to the terms of this Agreement to the new Termination Date, or (ii) designate one or more new financial institutions reasonably acceptable to neither the Administrative Agent nor any Lender shall have any obligation to assume the Commitments of Borrower to find such non-extending Lendersother Person, whereupon the aggregate amount of such Commitment(s) shall be assumed by such substitute financial institution or financial institutions within such 60-day period or and (iii) withdraw in order for the Borrower to be entitled to replace such Lender, such replacement must take place no later than fifteen (15) days after the date the Lender shall notify the Borrower and the Administrative Agent that it will not extend the Termination Date of its request for an extension Commitment or the expiration of the 21 day notice period (at which time the Lender shall be deemed to have refused to extend the Termination Date, in which case the Commitments shall continue unaffected). The failure of If the Borrower to timely take the actions contemplated by clause (i) or (ii) of the preceding sentence shall be deemed a withdrawal of its request for an extension as contemplated by clause (iii) whether or does not notice to such effect is given, and in no event shall the Termination Date be extended unless each replace any Lender which has not consented elected to the proposed extension has been either replaced or terminated as set forth above. So long as Lenders having Commitment(s) totaling not less than 66 2/3% of extend its Commitment, the aggregate Commitments shall be reduced by the amount of the Commitment(s) shall have responded affirmatively to such a request, and such request is not withdrawn in accordance with the preceding sentence, then, subject to receipt by the Administrative Agent of counterparts of an Extension Agreement in substantially the form of Exhibit E duly completed and signed by the Borrower and each of the affirmatively responding Lenders, the Termination Date shall be extended, effective on such extension date, for a period of 364 days to the date stated in such Extension AgreementLender's Commitment.