Common use of Minimum Extension Requirement Clause in Contracts

Minimum Extension Requirement. If all of the Lenders agree to any such request for extension of the Facility Termination Date then the Facility Termination for all Lenders shall be extended for the additional one (1) year, as applicable. If there exists any Non-Extending Lenders then the Borrower shall (i) withdraw its extension request and the Facility Termination Date will remain unchanged or (ii) provided that the Required Lenders (but for the avoidance of doubt, not including any Additional Commitment Lenders) have agreed to the extension request (such Lenders agreeing to such extension, the “Approving Lenders”) no later than fifteen (15) days prior to such anniversary of the Closing Date, then the Borrower may extend the Facility Termination Date solely as to the Approving Lenders and the Additional Commitment Lenders with a reduced amount of Aggregate Commitments during such extension period equal to the aggregate Commitments of the Approving Lenders and the Additional Commitment Lenders so long as the aggregate amount of the Commitments of the Approving Lenders and the Additional Commitment Lenders equals or exceeds the Letter of Credit Sublimit (as it may be amended as of the extension date with the consent of such Approving Lenders and Additional Commitment Lenders); it being understood that (A) the Facility Termination Date relating to any Non-Extending Lenders not replaced by an Additional Commitment Lender shall not be extended and the repayment of all obligations owed to them and the termination of their Commitments shall occur on the already existing Facility Termination Date and (B) the Facility Termination Date relating to the Approving Lenders and the Additional Commitment Lenders shall be extended for an additional year, as applicable.

Minimum Extension Requirement. If all (and only if) (i) the total of the Revolving Commitments of the Lenders agree to any such request for extension of the Facility Termination Date then the Facility Termination for all Lenders shall be extended for the additional one (1) year, as applicable. If there exists any Non-Extending Lenders then the Borrower shall (i) withdraw its extension request and the Facility Termination Date will remain unchanged or (ii) provided that the Required Lenders (but for the avoidance of doubt, not including any Additional Commitment Lenders) have agreed to the extension request extend their Maturity Date (such Lenders agreeing to such extensioneach, the an “Approving LendersExtending Revolving Lender”) no later than fifteen (15) days prior to such anniversary of the Closing Date, then the Borrower may extend the Facility Termination Date solely as to the Approving Lenders and the Additional Commitment Lenders with a reduced amount of Aggregate Commitments during such extension period equal to the aggregate additional Revolving Commitments of the Approving Lenders and the Additional Commitment Lenders so long as the aggregate amount of the Commitments of the Approving Lenders and the Additional Commitment Lenders equals or exceeds the Letter of Credit Sublimit (as it may be amended as of the extension date with the consent of such Approving Lenders and Additional Commitment Lenders); it being understood that (A) the Facility Termination Date relating to any Non-Extending Lenders not replaced by an Additional Commitment Lender shall not be extended and the repayment of all obligations owed to them and the termination of their Commitments shall occur on the already existing Facility Termination Date and (B) the Facility Termination Date relating to the Approving Lenders and the Additional Commitment Lenders shall be more than 50% of the aggregate amount of the Revolving Commitments in effect immediately prior to the Existing Maturity Date, (ii) the total of the New Vehicle Floorplan Commitments of the Lenders that have agreed to extend their Maturity Date (each, an “Extending New Vehicle Lender”) and the additional New Vehicle Floorplan Commitments of the Additional Commitment Lenders shall be more than 50% of the aggregate amount of the New Vehicle Floorplan Commitments in effect immediately prior to the Existing Maturity Date and (iii) the total of the Used Vehicle Floorplan Commitments of the Lenders that have agreed to extend their Maturity Date (each, an “Extending Used Vehicle Lender”; and collectively with the Extending Revolving Lenders and the Extending New Vehicle Lenders, the “Extending Lenders”) and the additional Used Vehicle Floorplan Commitments of the Additional Commitment Lenders shall be more than 50% of the aggregate amount of the Used Vehicle Floorplan Commitments in effect immediately prior to the Existing Maturity Date, then, effective as of the Existing Maturity Date, the Maturity Date of each Extending Lender and of each Additional Commitment Lender shall be extended to the date falling one (1) year after the Existing Maturity Date (except that, if such date is not a Business Day, such Maturity Date as so extended shall be the next preceding Business Day) and each Additional Commitment Lender shall thereupon become a “Lender” for an additional yearall purposes of this Agreement and a “Revolving Lender”, a “New Vehicle Floorplan Lender” or a “Used Vehicle Floorplan Lender”, as applicablethe case may be.

Minimum Extension Requirement. If all (and only if) the total of the Revolving Credit Commitments of the Lenders agree with respect to any such request for extension of the Proposed Extended Facility Termination that have agreed so to extend their Expiration Date then under the Proposed Extended Facility Termination for all Lenders shall be extended for and the additional one (1) year, as applicable. If there exists any Non-Extending Lenders then the Borrower shall (i) withdraw its extension request and the Facility Termination Date will remain unchanged or (ii) provided that the Required Lenders (but for the avoidance Revolving Credit Commitments of doubt, not including any Additional Commitment Lenders) have agreed to the extension request (such Lenders agreeing to such extension, the “Approving Lenders”) no later than fifteen (15) days prior to such anniversary of the Closing Date, then the Borrower may extend the Facility Termination Date solely as to the Approving Lenders and the Additional Commitment Lenders with a reduced amount of Aggregate Commitments during such extension period equal respect to the aggregate Commitments Proposed Extended Facility shall be more than 50% of the Approving Lenders and the Additional Commitment Lenders so long as the aggregate amount of the Revolving Credit Commitments of the Approving Lenders and Proposed Extended Facility in effect immediately prior to the Additional Commitment Lenders equals or exceeds the Letter Existing Expiration Date of Credit Sublimit (as it may be amended such Proposed Extended Facility, then, effective as of the extension date with the consent such Existing Expiration Date, such Existing Expiration Date of each such Approving Lenders Lender and Additional Commitment Lenders); it being understood that (A) the Facility Termination Date relating to any Non-Extending Lenders not replaced by an of each such Additional Commitment Lender shall not be extended and the repayment of all obligations owed with respect to them and the termination of their Commitments shall occur on the already existing such Proposed Extended Facility Termination Date and (B) the Facility Termination Date relating to the Approving Lenders and the Additional Commitment Lenders shall be extended to (i) with respect to an extension of the 364-Day Revolver, the date falling 364 days after the Existing 364-Day Revolver Expiration Date (except that, if such date is not a Business Day, such Expiration Date as so extended shall be the preceding Business Day) and each such Additional 364-Day Revolver Commitment Lender shall thereupon become a “364-Day Revolver Lender” for all purposes of this Agreement and (ii) with respect to an additional yearextension of the 5-Year Revolver, the date falling 1 year after the Existing 5-Year Revolver Expiration Date (except that, if such date is not a Business Day, such Expiration Date as applicableso extended shall be the preceding Business Day) and each such Additional 5-Year Revolver Commitment Lender shall thereupon become a “5-Year Revolver Lender” for all purposes of this Agreement.

Minimum Extension Requirement. If all (and only if) the total of the Commitments of the Lenders agree that have agreed to any extend their respective Commitment Maturity Dates and the additional Commitments of the Additional Commitment Lenders that have entered into an assignment agreement as provided in subsection (c) above shall equal or exceed 51% of the aggregate amount of the Commitments in effect immediately prior to the applicable Anniversary Date, then, effective as of the applicable Anniversary Date, the Commitment Maturity Date of each Extending Lender and of each such request Additional Commitment Lender shall be extended to the date that is one year after such Lender’s Commitment Maturity Date then in effect (except that, if such date is not a Business Day, such Commitment Maturity Date as so extended shall be the immediately preceding Business Day) and each such Additional Commitment Lender shall thereupon become a “Lender” for all purposes of this Agreement. Such extension shall constitute an extension of the Facility Termination Date then the Facility Termination for all Lenders shall be extended for the additional one (1) year, as applicablepurposes of this Agreement. If there exists any Non-Extending Lenders then the Borrower shall (i) withdraw its extension request and the Facility Termination Date will remain unchanged or (ii) provided that the Required Lenders (but for the avoidance of doubt, not including any Additional Commitment LendersLender enters into an assignment agreement as provided in subsection (c) have agreed to above after the extension request applicable Anniversary Date (but in any event within 30 days after such Lenders agreeing to such extensiondate), the “Approving Lenders”) no later than fifteen (15) days prior to such anniversary of the Closing Datethen, then the Borrower may extend the Facility Termination Date solely as to the Approving Lenders and the Additional Commitment Lenders with a reduced amount of Aggregate Commitments during such extension period equal to the aggregate Commitments of the Approving Lenders and the Additional Commitment Lenders so long as the aggregate amount of the Commitments of the Approving Lenders and the Additional Commitment Lenders equals or exceeds the Letter of Credit Sublimit (as it may be amended effective as of the extension applicable effective date with the consent of such Approving Lenders and Additional assignment (the “Assignment Date”), the Commitment Lenders); it being understood that (A) the Facility Termination Maturity Date relating to any Non-Extending Lenders not replaced by an of each such Additional Commitment Lender shall not be extended and the repayment of all obligations owed to them and date that is one year after the termination of their Commitments shall occur on Commitment Maturity Date then in effect for the already existing Facility Termination Date and (B) Non-Extending Lender being replaced by the Facility Termination Date relating to the Approving Lenders and the applicable Additional Commitment Lenders Lender (except that, if such date is not a Business Day, such Commitment Maturity Date as so extended shall be extended the immediately preceding Business Day) and each such Additional Commitment Lender shall thereupon become a “Lender” for all purposes of this Agreement. Each Non-Extending Lender shall maintain its respective original Commitment Maturity Date, unless such Non-Extending Lender is replaced by an additional year, assignee as applicableprovided herein.

Minimum Extension Requirement. If all of the Lenders agree to any such request for extension of the Facility Termination Date then the Facility Termination for all Lenders shall be extended for the additional one (1) year, as applicable. If there exists any Non-Extending Lenders then the Borrower shall (i) withdraw its extension request and the Facility Termination Date will remain unchanged or (ii) provided that the Required Lenders (but for the avoidance of doubt, not including any Additional Commitment Lenders) have agreed to the extension request (such Lenders agreeing to such extension, the “Approving Lenders”) no later than fifteen (15) days prior to such anniversary of the Closing Date), then the Borrower may extend the Facility Termination Date solely as to the Approving Lenders and the Additional Commitment Lenders with a reduced amount of Aggregate Commitments during such extension period equal to the aggregate Commitments of the Approving Lenders and the Additional Commitment Lenders so long as the aggregate amount of the Commitments of the Approving Lenders and the Additional Commitment Lenders equals or exceeds the Letter of Credit Sublimit (as it may be amended as of the extension date with the consent of such Approving Lenders and Additional Commitment Lenders); it being understood that (A) the Facility Termination Date relating to any Non-Extending Lenders not replaced by an Additional Commitment Lender shall not be extended and the repayment of all obligations owed to them and the termination of their Commitments shall occur on the already existing Facility Termination Date and (B) the Facility Termination Date relating to the Approving Lenders and the Additional Commitment Lenders shall be extended for an additional year, as applicable.

Minimum Extension Requirement. If all of the Lenders agree to any such request for extension of the Facility Termination Date then the Facility Termination for all Lenders shall be extended for the additional one (1) year, as applicable. If there exists any Non-Extending Lenders that are not being replaced by Additional Commitment Lenders, then the Borrower Borrowers shall (ia) withdraw its their extension request and the Facility Revolving Commitment Termination Date will remain unchanged unchanged, or (iib) provided that solely if the Required Lenders (but but, for the avoidance of doubt, not including any Additional Commitment Lenders) have agreed to the such extension request (such Lenders agreeing to such extensionextension request, the “Approving Lenders”) by no later than fifteen the date that is twelve (1512) calendar days prior to such anniversary of the Closing Date, then the Borrower Borrowers may elect to extend the Facility Revolving Commitment Termination Date solely as to the Approving Lenders and the Additional Commitment Lenders Lenders, with a reduced amount of Aggregate Revolving Commitments during such extension period being equal to the aggregate Revolving Commitments of the Approving Lenders and the Additional Commitment Lenders so long as the aggregate amount of the Commitments of the Approving Lenders and the Additional Commitment Lenders equals or exceeds the Letter of Credit Sublimit (as it may be amended as of the extension date with the consent of such Approving Lenders and Additional Commitment Lenders), taken together; it being understood that (Ai) the Facility Revolving Commitment Termination Date relating to any Non-Extending Lenders that are not replaced by an Additional Commitment Lender Lenders shall not be extended extended, and the repayment of all obligations of the Obligations owed to them them, and the termination of their Commitments respective Revolving Commitments, shall occur on the already existing Facility Revolving Commitment Termination Date Date, and (Bii) the Facility Revolving Commitment Termination Date relating to the Approving Lenders and the Additional Commitment Lenders Lenders, if any, shall be extended for an additional year, as applicableapplicable except that, if such date is not a Business Day, such Revolving Commitment Termination Date as so extended shall be the next preceding Business Day) and each Additional Commitment Lender shall thereupon become a “Lender” for all purposes of this Agreement.

Minimum Extension Requirement. If all of the Lenders agree to any such the request for extension of the Facility Termination Maturity Date then the Facility Termination Maturity Date for all Lenders shall be extended for the additional one (1) yearAugust 3, as applicable2011. If there exists any Non-Extending Lenders then the Borrower Company shall (i) withdraw its extension request and the Facility Termination Maturity Date will remain unchanged or (ii) provided that the Required Lenders (but for the avoidance of doubt, not including any Additional Commitment Lenders) have agreed to the extension request (such Lenders agreeing to such extension, the “"Approving Lenders”) no later than fifteen (15) days prior to such anniversary of the Closing Date"), then the Borrower Company may extend the Facility Termination Maturity Date solely as to the Approving Lenders and the Additional Commitment Lenders with a reduced amount of Aggregate Commitments during such extension period equal to the aggregate Commitments of the Approving Lenders and the Additional Commitment Lenders so long as the aggregate amount of the Commitments of the Approving Lenders and the Additional Commitment Lenders equals or exceeds the Letter of Credit Sublimit (as it may be amended as of the extension date with the consent of such Approving Lenders and Additional Commitment Lenders); it being understood that (A) the Facility Termination Maturity Date relating to any Non-Extending Lenders not replaced by an Additional Commitment Lender shall not be extended remain August 3, 2010 and the repayment of all obligations owed to them and the termination of their Commitments shall occur on the already existing Facility Termination Date such date and (B) the Facility Termination Maturity Date relating to the Approving Lenders and the Additional Commitment Lenders shall be extended for an additional yearAugust 3, as applicable2011.

Minimum Extension Requirement. If all of the Lenders agree to any such request for extension of the Facility Termination Revolving Loan Maturity Date then the Facility Termination Revolving Loan Maturity Date for all Lenders shall be extended for the additional one (1) year, as applicable. If there exists any Non-Extending Lenders that are not being replaced by Additional Commitment Lenders, then the Borrower Borrowers shall (i) withdraw its their extension request and the Facility Termination Revolving Loan Maturity Date will remain unchanged or (ii) provided that the Required Lenders (but for the avoidance of doubt, not including any Additional Commitment Lenders) have agreed to the extension request (such Lenders agreeing to such extension, the “Approving Lenders”) no later than fifteen (15) days prior to such anniversary of the Closing Effective Date, then the Borrower Borrowers may extend the Facility Termination Revolving Loan Maturity Date solely as to the Approving Lenders and the Additional Commitment Lenders with a reduced amount of Aggregate Revolving Commitments during such extension period equal to the aggregate Revolving Commitments of the Approving Lenders and the Additional Commitment Lenders so long as the aggregate amount of the Commitments of the Approving Lenders and the Additional Commitment Lenders equals or exceeds the Letter of Credit Sublimit (as it may be amended as of the extension date with the consent of such Approving Lenders and Additional Commitment Lenders); it being understood that (A) the Facility Termination Revolving Loan Maturity Date relating to any Non-Extending Lenders not replaced by an Additional Commitment Lender shall not be extended and the repayment of all obligations owed to them and the termination of their Revolving Commitments shall occur on the already existing Facility Termination Revolving Loan Maturity Date and (B) the Facility Termination Revolving Loan Maturity Date relating 42 to the Approving Lenders and the Additional Commitment Lenders shall be extended for an additional year, as applicable.

Minimum Extension Requirement. If all (and only if) the total of the Commitments of the Lenders agree that have agreed so to any such request for extension of the Facility Termination extend their Maturity Date then the Facility Termination for all Lenders shall be extended for and the additional one (1) year, as applicable. If there exists any Non-Extending Lenders then the Borrower shall (i) withdraw its extension request and the Facility Termination Date will remain unchanged or (ii) provided that the Required Lenders (but for the avoidance Commitments of doubt, not including any Additional Commitment Lenders) have agreed to the extension request (such Lenders agreeing to such extension, the “Approving Lenders”) no later than fifteen (15) days prior to such anniversary of the Closing Date, then the Borrower may extend the Facility Termination Date solely as to the Approving Lenders and the Additional Commitment Lenders with a reduced amount of Aggregate Commitments during such extension period equal to the aggregate Commitments that are in effect as of the Approving Lenders and the Additional Commitment Lenders so long as Modification Date shall be more than 50% of the aggregate amount of the Commitments in effect immediately prior to the applicable Modification Date, then, effective as of such Modification Date, the Approving Lenders Maturity Date of each Lender that is an extending lender and the of each such Additional Commitment Lenders equals or exceeds Lender shall be extended to the Letter date falling one year after the Existing Maturity Date (except that, if such date is not a Business Day, such Maturity Date as so extended shall be the next preceding Business Day) and each such Additional Commitment Lender shall thereupon become a “Lender” for all purposes of Credit Sublimit (this Agreement; provided that in the event the Commitment of a Non-Extending Lender is replaced after the applicable Modification Date as it may provided in Section 2.18(d), then the Existing Maturity Date of such Commitment shall also be amended extended, effective as of the extension effective date with of the consent applicable Assignment and Assumption, to the applicable Maturity Date. In the event of any such Approving Lenders and Additional extension, the Commitment Lenders); it being understood of each Non-Extending Lender that (Ahas not been replaced as provided in Section 2.18(d) shall terminate on the Facility Termination Existing Maturity Date relating in effect prior to any 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 the total Commitments of the Lenders hereunder shall be reduced by the Commitments of the Non-Extending Lenders not replaced by an Additional Commitment Lender shall not be extended so terminated on such Existing Maturity Date, provided that if that the Total Outstandings would, after giving effect to the extension of the Maturity Date and the repayment additional Commitments of all obligations owed to them and the termination of their Commitments shall occur on the already existing Facility Termination Date and (B) the Facility Termination Date relating to the Approving Lenders and the Additional Commitment Lenders Lenders, exceed the Aggregate Commitments, the Company shall be extended for an additional year, as applicablemake necessary prepayments in accordance with Section 2.06(d) prior to the effectiveness of the requested extension.

Minimum Extension Requirement. If all of the Lenders agree to any such request for extension of the Facility Termination Maturity Date then the Facility Termination Maturity Date for all Lenders shall be extended for the additional one (1) year, as applicable. If there exists any Non-Extending Lenders that are not being replaced by Additional Commitment Lenders, then the Borrower Borrowers shall (i) withdraw its their extension request and the Facility Termination Maturity Date will remain unchanged or (ii) provided that Lenders holding at least 50.1% of the Required Lenders Aggregate Revolving Commitments (but for the avoidance of doubt, not including any Additional Commitment Lenders) have agreed to the extension request (such Lenders agreeing to such extension, the “Approving Lenders”) no later than fifteen (15) days prior to such anniversary of the Closing Second Amendment Effective Date, then the Borrower Borrowers may extend the Facility Termination Maturity Date solely as to the Approving Lenders and the Additional Commitment Lenders with a reduced amount of Aggregate Revolving Commitments during such extension period equal to the aggregate Revolving Commitments of the Approving Lenders and the Additional Commitment Lenders so long as the aggregate amount of the Commitments of the Approving Lenders and the Additional Commitment Lenders equals or exceeds the Letter of Credit Sublimit (as it may be amended as of the extension date with the consent of such Approving Lenders and Additional Commitment Lenders); it being understood that (A) the Facility Termination Maturity Date relating to any Non-Extending Lenders not replaced by an Additional Commitment Lender shall not be extended and the repayment of all obligations owed to them and the termination of their Revolving Commitments shall occur on the already existing Facility Termination Maturity Date and (B) the Facility Termination Maturity Date relating to the Approving Lenders and the Additional Commitment Lenders shall be extended for an additional year, as applicable.

Minimum Extension Requirement. If all of the Lenders agree to any such request for extension of the Facility Termination Revolving Loan Maturity Date described in the foregoing of this Section 2.16, then the Facility Termination Revolving Loan Maturity Date for all Lenders shall be extended for the additional one (1) year, as applicable. If there exists any Non-Extending Lenders that are not being replaced by Additional Commitment Lenders, then the Borrower shall (i) withdraw its extension request and the Facility Termination Revolving Loan Maturity Date will remain unchanged unchanged, or (ii) provided that solely if the Required Lenders (but but, for the avoidance of doubt, not including any Additional Commitment Lenders) have agreed to the such extension request (such Lenders agreeing to such extensionextension request, the “Approving Lenders”) by no later than the date that is fifteen (15) calendar days prior to such anniversary of the Closing Effective Date, then the Borrower may extend the Facility Termination Revolving Loan Maturity Date solely as to the Approving Lenders and the Additional Commitment Lenders Lenders, with a reduced amount of Aggregate Revolving Commitments during such extension period being equal to the aggregate Revolving Commitments of the Approving Lenders and the Additional Commitment Lenders so long as the aggregate amount of the Commitments of the Approving Lenders and the Additional Commitment Lenders equals or exceeds the Letter of Credit Sublimit (as it may be amended as of the extension date with the consent of such Approving Lenders and Additional Commitment Lenders), taken together; it being understood that (A) the Facility Termination Revolving Loan Maturity Date relating to any Non-Extending Lenders that are not replaced by an Additional Commitment Lender Lenders shall not be extended extended, and the repayment of all obligations of the Obligations owed to them them, and the termination of their Commitments respective Revolving Commitments, shall occur on the already existing Facility Termination Date Revolving Loan Maturity Date, and (B) the Facility Termination Revolving Loan Maturity Date relating to the Approving Lenders and the Additional Commitment Lenders Lenders, if any, shall be extended for an additional year, as applicable.

Minimum Extension Requirement. If all (and only if) the total of the Commitments of the Lenders agree that have agreed to any extend their respective Commitment Maturity Dates and the additional Commitments of the Additional Commitment Lenders that have entered into an assignment agreement as provided in subsection (d) above shall equal or exceed 51% of the aggregate amount of the Commitments in effect immediately prior to the applicable Anniversary Date, then, effective as of the applicable Anniversary Date, the Commitment Maturity Date of each Extending Lender and of each such request Additional Commitment Lender shall be extended to the date that is one year after such Lender's Commitment Maturity Date then in effect (except that, if such date is not a Business Day, such Commitment Maturity Date as so extended shall be the immediately preceding Business Day) and each such Additional Commitment Lender shall thereupon become a "Lender" for all purposes of this Agreement. Such extension shall constitute an extension of the Facility Termination Date then the Facility Termination for all Lenders shall be extended for the additional one (1) year, as applicablepurposes of this Agreement. If there exists any Non-Extending Lenders then the Borrower shall (i) withdraw its extension request and the Facility Termination Date will remain unchanged or (ii) provided that the Required Lenders (but for the avoidance of doubt, not including any Additional Commitment LendersLender enters into an assignment agreement as provided in subsection (d) have agreed to above after the extension request applicable Anniversary Date (but in any event within 30 days after such Lenders agreeing to such extensiondate), the “Approving Lenders”) no later than fifteen (15) days prior to such anniversary of the Closing Datethen, then the Borrower may extend the Facility Termination Date solely as to the Approving Lenders and the Additional Commitment Lenders with a reduced amount of Aggregate Commitments during such extension period equal to the aggregate Commitments of the Approving Lenders and the Additional Commitment Lenders so long as the aggregate amount of the Commitments of the Approving Lenders and the Additional Commitment Lenders equals or exceeds the Letter of Credit Sublimit (as it may be amended effective as of the extension applicable effective date with the consent of such Approving Lenders and Additional assignment (the "Assignment Date"), the Commitment Lenders); it being understood that (A) the Facility Termination Maturity Date relating to any Non-Extending Lenders not replaced by an of each such Additional Commitment Lender shall not be extended and the repayment of all obligations owed to them and date that is one year after the termination of their Commitments shall occur on Commitment Maturity Date then in effect for the already existing Facility Termination Date and (B) Non-Extending Lender being replaced by the Facility Termination Date relating to the Approving Lenders and the applicable Additional Commitment Lenders Lender (except that, if such date is not a Business Day, such Commitment Maturity Date as so extended shall be extended the immediately preceding Business Day) and each such Additional Commitment Lender shall thereupon become a "Lender" for all purposes of this Agreement. Each Non-Extending Lender shall maintain its respective original Commitment Maturity Date, unless such Non-Extending Lender is replaced by an additional year, assignee as applicableprovided herein.

Minimum Extension Requirement. If all (and only if) the total of the Commitments of the Lenders agree that have agreed so to any such request for extension of the Facility Termination extend their Maturity Date then the Facility Termination for all Lenders shall be extended for and the additional one (1) year, as applicable. If there exists any Non-Extending Lenders then the Borrower shall (i) withdraw its extension request and the Facility Termination Date will remain unchanged or (ii) provided that the Required Lenders (but for the avoidance Commitments of doubt, not including any Additional Commitment Lenders) have agreed to the extension request (such Lenders agreeing to such extension, the “Approving Lenders”) no later than fifteen (15) days prior to such anniversary of the Closing Date, then the Borrower may extend the Facility Termination Date solely as to the Approving Lenders and the Additional Commitment Lenders with a reduced amount of Aggregate Commitments during such extension period equal to the aggregate Commitments that are in effect as of the Approving Lenders and the Additional Commitment Lenders so long as Modification Date shall be more than 50% of the aggregate amount of the Commitments in effect immediately prior to the applicable Modification Date, then, effective as of such Modification Date, the Approving Lenders Maturity Date of each Lender that is an extending lender and the of each such Additional Commitment Lenders equals or exceeds Lender shall be extended to the Letter date falling one year after the Existing Maturity Date (except that, if such date is not a Business Day, such Maturity Date as so extended shall be the next preceding Business Day) and each such Additional Commitment Lender shall thereupon become a “Lender” for all purposes of Credit Sublimit (this Agreement; provided that in the event the Commitment of a Non-Extending Lender is replaced after the applicable Modification Date as it may provided in Section 2.18(d), then the Existing Maturity Date of such Commitment shall also be amended extended, effective as of the extension effective date with of the consent applicable Assignment and Assumption, to the applicable Maturity Date. In the event of any such Approving Lenders and Additional extension, the Commitment Lenders); it being understood of each Non-Extending Lender that (Ahas not been replaced as provided in Section 2.18(d) shall terminate on the Facility Termination Existing Maturity Date relating in effect prior to any 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 the total Commitments of the Lenders hereunder shall be reduced by the Commitments of the Non-Extending Lenders not replaced by an Additional Commitment Lender shall not be extended so terminated on such Existing Maturity Date, provided that if that the Total Outstandings would, after giving effect to the extension of the Maturity Date and the repayment additional Commitments of all obligations owed to them and the termination of their Commitments shall occur on the already existing Facility Termination Date and (B) the Facility Termination Date relating to the Approving Lenders and the Additional Commitment Lenders Lenders, exceed the Aggregate Commitments, the Company shall be extended for an additional year, as applicablemake necessary prepayments in accordance with Section 2.06(c) prior to the effectiveness of the requested extension.

Minimum Extension Requirement. If all of the Lenders agree to any such request for extension of the Facility Termination Revolving Loan Maturity Date then the Facility Termination Revolving Loan Maturity Date for all Lenders shall be extended for the additional one (1) year, as applicable. If there exists any Non-Extending Lenders that are not being replaced by Additional Commitment Lenders, then the Borrower Borrowers shall (i) withdraw its their extension request and the Facility Termination Revolving Loan Maturity Date will remain unchanged or (ii) provided that the Required Lenders (but for the avoidance of doubt, not including any Additional Commitment Lenders) have agreed to the extension request (such Lenders agreeing to such extension, the “Approving Lenders”) no later than fifteen (15) days prior to such anniversary of the Closing Effective Date, then the Borrower Borrowers may extend the Facility Termination Revolving Loan Maturity Date solely as to the Approving Lenders and the Additional Commitment Lenders with a reduced amount of Aggregate Revolving Commitments during such extension period equal to the aggregate Revolving Commitments of the Approving Lenders and the Additional Commitment Lenders so long as the aggregate amount of the Commitments of the Approving Lenders and the Additional Commitment Lenders equals or exceeds the Letter of Credit Sublimit (as it may be amended as of the extension date with the consent of such Approving Lenders and Additional Commitment Lenders); it being understood that (A) the Facility Termination Revolving Loan Maturity Date relating to any Non-Extending Lenders not replaced by an Additional Commitment Lender shall not be extended and the repayment of all obligations owed to them and the termination of their Revolving Commitments shall occur on the already existing Facility Termination Revolving Loan Maturity Date and (B) the Facility Termination Revolving Loan Maturity Date relating to the Approving Lenders and the Additional Commitment Lenders shall be extended for an additional year, as applicable.

Minimum Extension Requirement. If all of the Lenders agree to any such request for extension of the Facility Termination Revolving Loan Maturity Date then the Facility Termination Revolving Loan Maturity Date for all Lenders shall be extended for the additional one (1) year, as applicable. If there exists any Non-Extending Lenders that are not being replaced by Additional Commitment Lenders, then the Borrower shall (i) withdraw its extension request and the Facility Termination Revolving Loan Maturity Date will remain unchanged or (ii) provided that the Required Lenders (but for the avoidance of doubt, not including any Additional Commitment Lenders) have agreed to the extension request (such Lenders agreeing to such extension, the “Approving Lenders”) no later than fifteen (15) days prior to such anniversary of the Closing Effective Date, then the Borrower may extend the Facility Termination Revolving Loan Maturity Date solely as to the Approving Lenders and the Additional Commitment Lenders with a reduced amount of Aggregate Revolving Commitments during such extension period equal to the aggregate Revolving Commitments of the Approving Lenders and the Additional Commitment Lenders so long as the aggregate amount of the Commitments of the Approving Lenders and the Additional Commitment Lenders equals or exceeds the Letter of Credit Sublimit (as it may be amended as of the extension date with the consent of such Approving Lenders and Additional Commitment Lenders); it being understood that (A) the Facility Termination Revolving Loan Maturity Date relating to any Non-Extending Lenders not replaced by an Additional Commitment Lender shall not be extended and the repayment of all obligations owed to them and the termination of their Revolving Commitments shall occur on the already existing Facility Termination Revolving Loan Maturity Date and (B) the Facility Termination Revolving Loan Maturity Date relating to the Approving Lenders and the Additional Commitment Lenders shall be extended for an additional year, as applicable.

Minimum Extension Requirement. If all of the Lenders agree to any such request for extension of the Facility Termination Revolving Loan Maturity Date described in the foregoing of this Section 2.16, then the Facility Termination Revolving Loan Maturity Date for all Lenders shall be extended for the additional one (1) year, as applicable. If there exists any Non-Extending Lenders that are not being replaced by Additional Commitment Lenders, then the Borrower Borrowers shall (i) withdraw its their extension request and the Facility Termination Revolving Loan Maturity Date will remain unchanged unchanged, or (ii) provided that solely if the Required Lenders (but but, for the avoidance of doubt, not including any Additional Commitment Lenders) have agreed to the such extension request (such Lenders agreeing to such extensionextension request, the “Approving Lenders”) by no later than the date that is fifteen (15) calendar days prior to such anniversary of the Closing Effective Date, then the Borrower Borrowers may extend the Facility Termination Revolving Loan Maturity Date solely as to the Approving Lenders and the Additional Commitment Lenders Lenders, with a reduced amount of Aggregate Revolving Commitments during such extension period being equal to the aggregate Revolving Commitments of the Approving Lenders and the Additional Commitment Lenders so long as the aggregate amount of the Commitments of the Approving Lenders and the Additional Commitment Lenders equals or exceeds the Letter of Credit Sublimit (as it may be amended as of the extension date with the consent of such Approving Lenders and Additional Commitment Lenders), taken together; it being understood that (A) the Facility Termination Revolving Loan Maturity Date relating to any Non-Extending Lenders that are not replaced by an Additional Commitment Lender Lenders shall not be extended extended, and the repayment of all obligations of the Obligations owed to them them, and the termination of their Commitments respective Revolving Commitments, shall occur on the already existing Facility Termination Date Revolving Loan Maturity Date, and (B) the Facility Termination Revolving Loan Maturity Date relating to the Approving Lenders and the Additional Commitment Lenders Lenders, if any, shall be extended for an additional year, as applicable.

Minimum Extension Requirement. If all of the Lenders agree to any such request for extension of the Facility Termination The Maturity Date then the Facility Termination for all Lenders shall be extended for only if Lenders holding more than 50% of the additional one Aggregate Commitments (1calculated excluding Defaulting Lenders and prior to giving effect to any replacements of Lenders permitted herein) (the “Consenting Lenders”) have consented thereto. If so extended, the Maturity Date, as to the Consenting Lenders, shall be extended to the same date in the following year, effective as applicableof the date of such extension by the Consenting Lenders (such effective date being the “Extension Effective Date”). If there exists any Non-Extending Lenders then The Administrative Agent and the Borrower shall (i) withdraw its promptly confirm to the Lenders such extension request and the Facility Termination Date will remain unchanged or (ii) provided that the Required Lenders (but for the avoidance of doubt, not including any Additional Commitment Lenders) have agreed to the extension request (such Lenders agreeing Extension Effective Date. As a condition precedent to such extension, the “Approving Lenders”) no later than fifteen (15) days prior to such anniversary of the Closing Date, then the Borrower may extend the Facility Termination Date solely as shall deliver to the Approving Lenders and the Additional Commitment Lenders with Administrative Agent a reduced amount certificate of Aggregate Commitments during such extension period equal to the aggregate Commitments of the Approving Lenders and the Additional Commitment Lenders so long as the aggregate amount of the Commitments of the Approving Lenders and the Additional Commitment Lenders equals or exceeds the Letter of Credit Sublimit (as it may be amended each Loan Party dated as of the extension date with the consent Extension Effective Date signed by a Responsible Officer of such Approving Lenders Loan Party (i) certifying that such extension has been duly authorized by such Loan Party and Additional Commitment Lenders); it being understood that (ii) in the case of the Borrower, certifying that, (A) before and after giving effect to such extension, the Facility Termination Date relating representations and warranties contained in Article 7 and the other Loan Documents made by it are true and correct in all material respects on and as of the Extension Effective Date, except to any Non-Extending Lenders not replaced by the extent that such representations and warranties specifically refer to an Additional Commitment Lender earlier date, in which case they are true and correct in all material respects as of such earlier date, provided that in each case, such materiality qualifier shall not be extended applicable to any representations and warranties that already are qualified or modified by materiality in the repayment of all obligations owed to them and the termination of their Commitments shall occur on the already existing Facility Termination Date and text thereof, (B) before and after giving effect to such extension no Default exists or will exist, and (C) no event has occurred since the Facility Termination date of the most recent audited financial statements of the Borrower delivered pursuant to Section 8.02(a) that has had, or could reasonably be expected to have, a Material Adverse Effect. The Borrower shall prepay Committed Loans outstanding on the Maturity Date relating with respect to any Lender that did not consent to an extension of such Maturity Date pursuant to Section 4.08(a) (and pay any additional amounts required pursuant to Section 5.05) to the Approving extent necessary to keep outstanding Committed Loans ratable with any revised and new Pro Rata Shares of all the Lenders and the Additional Commitment Lenders shall be extended for an additional year, effective as applicableof such Maturity Date.

Minimum Extension Requirement. If all (and only if) (i) the total of the Commitments of the Lenders agree that have agreed so to any such request for extension of the Facility Termination extend their Maturity Date then the Facility Termination for all Lenders shall be extended for (each, an “Extending Lender”) and the additional one (1) year, as applicable. If there exists any Non-Extending Lenders then the Borrower shall (i) withdraw its extension request and the Facility Termination Date will remain unchanged or (ii) provided that the Required Lenders (but for the avoidance Commitments of doubt, not including any Additional Commitment Lenders) have agreed to the extension request (such Lenders agreeing to such extension, the “Approving Lenders”) no later than fifteen (15) days prior to such anniversary of the Closing Date, then the Borrower may extend the Facility Termination Date solely as to the Approving Lenders and the Additional Commitment Lenders (together with a reduced amount of Aggregate Commitments during such extension period equal to the aggregate Commitments of the Approving Lenders and Extending Lenders, collectively, the Additional Commitment Lenders so long as “Extension Commitments”) shall be equal to the aggregate amount of the Commitments in effect immediately prior to the Fifth Anniversary Date or (ii) the Extension Commitments equal at least 50% of the Approving aggregate amount of the Commitments in effect immediately prior to the Fifth Anniversary Date, provided, that in the case of any extension pursuant to this clause (ii), (A) if any Letters of Credit are outstanding on such date, all or any part of each Non-Extending Lender’s participation in L/C Obligations shall be reallocated among the Extending Lenders and the any Additional Commitment Lenders equals in accordance with their respective Applicable Percentages (calculated without regard to the Non-Extending Lenders’ Commitments) but only to the extent that (x) the conditions set forth in Section 4.02 are satisfied at the time of such reallocation, and (y) such reallocation does not cause the aggregate Revolving Exposure of any Extending Lender or Additional Commitment Lender to exceed the Commitment of such Extending Lender or Additional Commitment Lender, respectively, (B) the Borrowers shall have prepaid the Loans in the amount by which the Outstanding Amount of the Loans as of such date exceeds the Letter aggregate amount of the Extension Commitments and (C) if any Letters of Credit Sublimit are outstanding on such date, and if the reallocation described in clause (as it may A) above cannot, or can only partially, be amended effected, the Borrowers shall have Cash Collateralized the L/C Issuers’ Fronting Exposure, then, in the case of clause (i) or (ii), effective as of the extension date with Fifth Anniversary Date, the consent Maturity Date of such Approving Lenders each Extending Lender and Additional Commitment Lenders); it being understood that (A) the Facility Termination Date relating to any Non-Extending Lenders not replaced by an of each Additional Commitment Lender shall not be extended and the repayment of all obligations owed to them and the termination of their Commitments shall occur on the already existing Facility Termination Date and (B) the Facility Termination Date relating to the Approving Lenders date falling one or more years (as specified in the notice provided by the Company pursuant to clause (a) above) after the Fifth Anniversary Date (except that, if such date is not a Business Day, such Maturity Date as so extended shall be the next preceding Business Day) and the each Additional Commitment Lenders Lender shall be extended thereupon become a “Lender” for an additional year, as applicableall purposes of this Agreement.

Minimum Extension Requirement. If all (and only if) the total of the Commitments of the Lenders agree that have agreed to any extend their respective Commitment Maturity Dates and the additional Commitments of the Additional Commitment Lenders that have entered into an assignment agreement as provided in subsection (c) above shall equal or exceed 51% of the aggregate amount of the Commitments in effect immediately prior to the applicable Anniversary Date, then, effective as of the applicable Anniversary Date, the Commitment Maturity Date of each Extending Lender and of each such request Additional Commitment Lender shall be extended to the date that is one year after such Lender’s Commitment Maturity Date then in effect (except that, if such date is not a Business Day, such Commitment Maturity Date as so extended shall be the immediately preceding Business Day) and each such Additional Commitment Lender shall thereupon become a “Lender” for all purposes of this Agreement. Such extension shall constitute an extension of the Facility Termination Date then the Facility Termination for all Lenders shall be extended for the additional one (1) year, as applicablepurposes of this Agreement. If there exists any Non-Extending Lenders then the Borrower shall (i) withdraw its extension request and the Facility Termination Date will remain unchanged or (ii) provided that the Required Lenders (but for the avoidance of doubt, not including any Additional Commitment LendersLender enters into an assignment agreement as provided in subsection (d) have agreed to above after the extension request applicable Anniversary Date (but in any event within 30 days after such Lenders agreeing to such extensiondate), the “Approving Lenders”) no later than fifteen (15) days prior to such anniversary of the Closing Datethen, then the Borrower may extend the Facility Termination Date solely as to the Approving Lenders and the Additional Commitment Lenders with a reduced amount of Aggregate Commitments during such extension period equal to the aggregate Commitments of the Approving Lenders and the Additional Commitment Lenders so long as the aggregate amount of the Commitments of the Approving Lenders and the Additional Commitment Lenders equals or exceeds the Letter of Credit Sublimit (as it may be amended effective as of the extension applicable effective date with the consent of such Approving Lenders and Additional assignment (the “Assignment Date”), the Commitment Lenders); it being understood that (A) the Facility Termination Maturity Date relating to any Non-Extending Lenders not replaced by an of each such Additional Commitment Lender shall not be extended and the repayment of all obligations owed to them and date that is one year after the termination of their Commitments shall occur on Commitment Maturity Date then in effect for the already existing Facility Termination Date and (B) Non-Extending Lender being replaced by the Facility Termination Date relating to the Approving Lenders and the applicable Additional Commitment Lenders Lender (except that, if such date is not a Business Day, such Commitment Maturity Date as so extended shall be extended the immediately preceding Business Day) and each such Additional Commitment Lender shall thereupon become a “Lender” for all purposes of this Agreement. Each Non-Extending Lender shall maintain its respective original Commitment Maturity Date, unless such Non-Extending Lender is replaced by an additional year, assignee as applicableprovided herein.

Minimum Extension Requirement. If all (and only if) the total of the Commitments of the Lenders agree that have agreed so to any such request for extension of the Facility Termination extend their Revolving Credit Maturity Date then the Facility Termination for all Lenders shall be extended for and the additional one (1) year, as applicable. If there exists any Non-Extending Lenders then the Borrower shall (i) withdraw its extension request and the Facility Termination Date will remain unchanged or (ii) provided that the Required Lenders (but for the avoidance Commitments of doubt, not including any Additional Commitment Lenders) have agreed to the extension request (such Lenders agreeing to such extension, the “Approving Lenders”) no later than fifteen (15) days prior to such anniversary of the Closing Date, then the Borrower may extend the Facility Termination Date solely as to the Approving Lenders and the Additional Commitment Lenders with a reduced amount of Aggregate Commitments during such extension period equal to the aggregate Commitments that are in effect as of the Approving Lenders and the Additional Commitment Lenders so long as Modification Date shall be more than 50% of the aggregate amount of the Commitments in effect immediately prior to the applicable Modification Date, then, effective as of such Modification Date, the Approving Lenders Revolving Credit Maturity Date of each Lender that is an extending lender and the of each such Additional Commitment Lenders equals or exceeds Lender shall be extended to the Letter date falling 364 days after the Existing Maturity Date (except that, if such date is not a Business Day, such Revolving Credit Maturity Date as so extended shall be the next preceding Business Day) and each such Additional Commitment Lender shall thereupon become a “Lender” for all purposes of Credit Sublimit (this Agreement; provided that in the event the Commitment of a Non-Extending Lender is replaced after the applicable Modification Date as it may provided in Section 2.18(d), then the Existing Maturity Date of such Commitment shall also be amended extended, effective as of the extension effective date with of the consent applicable Assignment and Assumption, to the applicable Revolving Credit Maturity Date. In the event of any such Approving Lenders and Additional extension, the Commitment Lenders); it being understood of each Non-Extending Lender that (Ahas not been replaced as provided in Section 2.18(d) shall terminate on the Facility Termination Existing Maturity Date relating in effect prior to any 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 the total Commitments of the Lenders hereunder shall be reduced by the Commitments of the Non-Extending Lenders not replaced by an Additional Commitment Lender shall not be extended so terminated on such Existing Maturity Date, provided that if that the Total Outstandings would, after giving effect to the extension of the Revolving Credit Maturity Date and the repayment additional Commitments of all obligations owed to them and the termination of their Commitments shall occur on the already existing Facility Termination Date and (B) the Facility Termination Date relating to the Approving Lenders and the Additional Commitment Lenders Lenders, exceed the Aggregate Commitments, the Company shall be extended for an additional year, as applicablemake necessary prepayments in accordance with Section 2.06(c) prior to the effectiveness of the requested extension.

Minimum Extension Requirement. If all (and only if) the total of the Commitments of the Lenders agree that have agreed to any extend their respective Commitment Maturity Dates and the additional Commitments of the Additional Commitment Lenders that have entered into an assignment agreement as provided in subsection (d) above shall equal or exceed 51% of the aggregate amount of the Commitments in effect immediately prior to the applicable Anniversary Date, then, effective as of the applicable Anniversary Date, the Commitment Maturity Date of each Extending Lender and of each such request Additional Commitment Lender shall be extended to the date that is one year after such Lender’s Commitment Maturity Date then in effect (except that, if such date is not a Business Day, such Commitment Maturity Date as so extended shall be the immediately preceding Business Day) and each such Additional Commitment Lender shall thereupon become a “Lender” for all purposes of this Agreement. Such extension shall constitute an extension of the Facility Termination Date then the Facility Termination for all Lenders shall be extended for the additional one (1) year, as applicablepurposes of this Agreement. If there exists any Non-Extending Lenders then the Borrower shall (i) withdraw its extension request and the Facility Termination Date will remain unchanged or (ii) provided that the Required Lenders (but for the avoidance of doubt, not including any Additional Commitment LendersLender enters into an assignment agreement as provided in subsection (d) have agreed to above after the extension request applicable Anniversary Date (but in any event within 30 days after such Lenders agreeing to such extensiondate), the “Approving Lenders”) no later than fifteen (15) days prior to such anniversary of the Closing Datethen, then the Borrower may extend the Facility Termination Date solely as to the Approving Lenders and the Additional Commitment Lenders with a reduced amount of Aggregate Commitments during such extension period equal to the aggregate Commitments of the Approving Lenders and the Additional Commitment Lenders so long as the aggregate amount of the Commitments of the Approving Lenders and the Additional Commitment Lenders equals or exceeds the Letter of Credit Sublimit (as it may be amended effective as of the extension applicable effective date with the consent of such Approving Lenders and Additional assignment (the “Assignment Date"), the Commitment Lenders); it being understood that (A) the Facility Termination Maturity Date relating to any Non-Extending Lenders not replaced by an of each such Additional Commitment Lender shall not be extended and the repayment of all obligations owed to them and date that is one year after the termination of their Commitments shall occur on Commitment Maturity Date then in effect for the already existing Facility Termination Date and (B) Non-Extending Lender being replaced by the Facility Termination Date relating to the Approving Lenders and the applicable Additional Commitment Lenders Lender (except that, if such date is not a Business Day, such Commitment Maturity Date as so extended shall be extended the immediately preceding Business Day) and each such Additional Commitment Lender shall thereupon become a “Lender” for all purposes of this Agreement. Each Non-Extending Lender shall maintain its respective original Commitment Maturity Date, unless such Non-Extending Lender is replaced by an additional year, Eligible Assignee as applicableprovided herein.

Minimum Extension Requirement. If all of the Lenders agree to any such request for extension of the Facility Termination Revolving Loan Maturity Date then the Facility Termination Revolving Loan Maturity Date for all Lenders shall be extended for the additional one (1) year, as applicable. If there exists any Non-Extending Lenders that are not being replaced by Additional Commitment Lenders, then the Borrower shall (i) withdraw its extension request and the Facility Termination Revolving Loan Maturity Date will remain unchanged or (ii) provided that the Required Lenders (but for the avoidance of doubt, not including any Additional Commitment Lenders) have agreed to the extension request (such Lenders agreeing to such extension, the “Approving Lenders”) no later than fifteen (15) days prior to such anniversary of the Closing Effective Date, then the Borrower may extend the Facility Termination Revolving Loan Maturity Date solely as to the Approving Lenders and the Additional Commitment Lenders with a reduced amount of Aggregate Revolving Commitments during such extension period equal to the aggregate Revolving Commitments of the Approving Lenders and the Additional Commitment Lenders so long as the aggregate amount of the Commitments of the Approving Lenders and the Additional Commitment Lenders equals or exceeds the Letter of Credit Sublimit (as it may be amended as of the extension date with the consent of such Approving Lenders and Additional Commitment Lenders); it being understood that (A) the Facility Termination Revolving Loan Maturity Date relating to any Non-Extending Lenders not replaced by an Additional Commitment Lender shall not be extended and the repayment of all obligations owed to them and the termination of their Revolving Commitments shall occur on the already existing Facility Termination Revolving Loan Maturity Date and (B) the Facility Termination Date relating to the Approving Lenders and the Additional Commitment Lenders shall be extended for an additional year, as applicable.and

Minimum Extension Requirement. If all (and only if) the total of the Commitments of the Lenders agree that have agreed to any extend their respective Commitment Maturity Dates and the additional Commitments of the Additional Commitment Lenders that have entered into an assignment agreement as provided in subsection (c) above shall equal or exceed 51% of the aggregate amount of the Commitments in effect immediately prior to the applicable Anniversary Date, then, effective as of the applicable Anniversary Date, the Commitment Maturity Date of each Extending Lender and of each such request Additional Commitment Lender shall be extended to the date that is one year after such Lender's Commitment Maturity Date then in effect (except that, if such date is not a Business Day, such Commitment Maturity Date as so extended shall be the immediately preceding Business Day) and each such Additional Commitment Lender shall thereupon become a "Lender" for all purposes of this Agreement. Such extension shall constitute an extension of the Facility Termination Date then the Facility Termination for all Lenders shall be extended for the additional one (1) year, as applicablepurposes of this Agreement. If there exists any Non-Extending Lenders then the Borrower shall (i) withdraw its extension request and the Facility Termination Date will remain unchanged or (ii) provided that the Required Lenders (but for the avoidance of doubt, not including any Additional Commitment LendersLender enters into an assignment agreement as provided in subsection (d) have agreed to above after the extension request applicable Anniversary Date (but in any event within 30 days after such Lenders agreeing to such extensiondate), the “Approving Lenders”) no later than fifteen (15) days prior to such anniversary of the Closing Datethen, then the Borrower may extend the Facility Termination Date solely as to the Approving Lenders and the Additional Commitment Lenders with a reduced amount of Aggregate Commitments during such extension period equal to the aggregate Commitments of the Approving Lenders and the Additional Commitment Lenders so long as the aggregate amount of the Commitments of the Approving Lenders and the Additional Commitment Lenders equals or exceeds the Letter of Credit Sublimit (as it may be amended effective as of the extension applicable effective date with the consent of such Approving Lenders and Additional assignment (the "Assignment Date"), the Commitment Lenders); it being understood that (A) the Facility Termination Maturity Date relating to any Non-Extending Lenders not replaced by an of each such Additional Commitment Lender shall not be extended and the repayment of all obligations owed to them and date that is one year after the termination of their Commitments shall occur on Commitment Maturity Date then in effect for the already existing Facility Termination Date and (B) Non-Extending Lender being replaced by the Facility Termination Date relating to the Approving Lenders and the applicable Additional Commitment Lenders Lender (except that, if such date is not a Business Day, such Commitment Maturity Date as so extended shall be extended the immediately preceding Business Day) and each such Additional Commitment Lender shall thereupon become a "Lender" for all purposes of this Agreement. Each Non-Extending Lender shall maintain its respective original Commitment Maturity Date, unless such Non- Extending Lender is replaced by an additional year, assignee as applicableprovided herein.

Minimum Extension Requirement. If all (and only if) the total of the Commitments of the Lenders agree that have agreed so to any such request for extension of the Facility Termination extend their Revolving Credit Maturity Date then the Facility Termination for all Lenders shall be extended for and the additional one (1) year, as applicable. If there exists any Non-Extending Lenders then the Borrower shall (i) withdraw its extension request and the Facility Termination Date will remain unchanged or (ii) provided that the Required Lenders (but for the avoidance Commitments of doubt, not including any Additional Commitment Lenders) have agreed to the extension request (such Lenders agreeing to such extension, the “Approving Lenders”) no later than fifteen (15) days prior to such anniversary of the Closing Date, then the Borrower may extend the Facility Termination Date solely as to the Approving Lenders and the Additional Commitment Lenders with a reduced amount of Aggregate Commitments during such extension period equal to the aggregate Commitments that are in effect as of the Approving Lenders and the Additional Commitment Lenders so long as Modification Date shall be more than 50% of the aggregate amount of the Commitments in effect immediately prior to the applicable Modification Date, then, effective as of such Modification Date, the Approving Lenders Revolving Credit Maturity Date of each Lender that is an extending lender and the of each such Additional Commitment Lenders equals or exceeds Lender shall be extended to the Letter date falling 364 days after the Existing Maturity Date (except that, if such date is not a Business Day, such Revolving Credit Maturity Date as so extended shall be the next preceding Business Day) and each such Additional Commitment Lender shall thereupon become a “Lender” for all purposes of Credit Sublimit (this Agreement; provided that in the event the Commitment of a Non-Extending Lender is replaced after the applicable Modification Date as it may provided in Section 2.18(d), then the Existing Maturity Date of such Commitment shall also be amended extended, effective as of the extension effective date with of the consent applicable Assignment and Assumption, to the applicable Revolving Credit Maturity Date. In the event of any such Approving Lenders and Additional extension, the Commitment Lenders); it being understood of each Non-Extending Lender that (Ahas not been replaced as provided in Section 2.18(d) shall terminate on the Facility Termination Existing Maturity Date relating in effect prior to any 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 the total Commitments of the Lenders hereunder shall be reduced by the Commitments of the Non-Extending Lenders not replaced by an Additional Commitment Lender shall not be extended so terminated on such Existing Maturity Date, provided that if that the Total Outstandings would, after giving effect to the extension of the Revolving Credit Maturity Date and the repayment additional Commitments of all obligations owed to them and the termination of their Commitments shall occur on the already existing Facility Termination Date and (B) the Facility Termination Date relating to the Approving Lenders and the Additional Commitment Lenders Lenders, exceed the Aggregate Commitments, the Company shall be extended for an additional year, as applicable.make necessary prepayments in accordance with Section 2.06(c) prior to the effectiveness of the requested extension. Table of Contents

Minimum Extension Requirement. If all (and only if) (i) the total of the Revolving Commitments of the Lenders agree to any such request for extension of the Facility Termination Date then the Facility Termination for all Lenders shall be extended for the additional one (1) year, as applicable. If there exists any Non-Extending Lenders then the Borrower shall (i) withdraw its extension request and the Facility Termination Date will remain unchanged or (ii) provided that the Required Lenders (but for the avoidance of doubt, not including any Additional Commitment Lenders) have agreed to the extension request extend their Maturity Date (such Lenders agreeing to such extensioneach, the an “Approving LendersExtending Revolving Lender”) no later than fifteen (15) days prior to such anniversary of the Closing Date, then the Borrower may extend the Facility Termination Date solely as to the Approving Lenders and the Additional Commitment Lenders with a reduced amount of Aggregate Commitments during such extension period equal to the aggregate additional Revolving Commitments of the Approving Lenders and the Additional Commitment Lenders so long as the aggregate amount of the Commitments of the Approving Lenders and the Additional Commitment Lenders equals or exceeds the Letter of Credit Sublimit (as it may be amended as of the extension date with the consent of such Approving Lenders and Additional Commitment Lenders); it being understood that (A) the Facility Termination Date relating to any Non-Extending Lenders not replaced by an Additional Commitment Lender shall not be extended and the repayment of all obligations owed to them and the termination of their Commitments shall occur on the already existing Facility Termination Date and (B) the Facility Termination Date relating to the Approving Lenders and the Additional Commitment Lenders shall be more than 50% of the aggregate amount of the Revolving Commitments in effect immediately prior to the Existing Maturity Date, (ii) the total of the New Vehicle Floorplan Commitments of the Lenders that have agreed to extend their Maturity Date (each, an “Extending New Vehicle Lender”) and the additional New Vehicle Floorplan Commitments of the Additional Commitment Lenders shall be more than 50% of the aggregate amount of the New Vehicle Floorplan Commitments in effect immediately prior to the Existing Maturity Date and (iii) the total of the Used Vehicle Floorplan Commitments of the Lenders that have agreed to extend their Maturity Date (each, an “Extending Used Vehicle Lender”; and collectively with the Extending Revolving Lenders and the Extending New Vehicle Lenders, the “Extending Lenders”) and the additional Used Vehicle Floorplan Commitments of the Additional Commitment Lenders shall be more than 50% of the aggregate amount of the Used Vehicle Floorplan Commitments in effect immediately prior to the Existing Maturity Date, then, effective as of the Existing Maturity Date, the Maturity Date of each Extending Lender and of each Additional Commitment Lender shall be extended to the date falling one (1) year after the Existing Maturity Date (except that, if such date is not a Business Day, such Maturity Date as so 125 extended shall be the next preceding Business Day) and each Additional Commitment Lender shall thereupon become a “Lender” for an additional yearall purposes of this Agreement and a “Revolving Lender”, a “New Vehicle Floorplan Lender” or a “Used Vehicle Floorplan Lender”, as applicablethe case may be.

Minimum Extension Requirement. If all (and only if) the total of the Commitments of the Lenders agree that have agreed so to any such request for extension of the Facility Termination extend their Revolving Credit Maturity Date then the Facility Termination for all Lenders shall be extended for and the additional one (1) year, as applicable. If there exists any Non-Extending Lenders then the Borrower shall (i) withdraw its extension request and the Facility Termination Date will remain unchanged or (ii) provided that the Required Lenders (but for the avoidance Commitments of doubt, not including any Additional Commitment Lenders) have agreed to the extension request (such Lenders agreeing to such extension, the “Approving Lenders”) no later than fifteen (15) days prior to such anniversary of the Closing Date, then the Borrower may extend the Facility Termination Date solely as to the Approving Lenders and the Additional Commitment Lenders with a reduced amount of Aggregate Commitments during such extension period equal to the aggregate Commitments that are in effect as of the Approving Lenders and the Additional Commitment Lenders so long as Modification Date shall be more than 50% of the aggregate amount of the Commitments in effect immediately prior to the applicable Modification Date, then, effective as of such Modification Date, the Approving Lenders Revolving Credit Maturity Date of each Lender that is an extending Table of Contents lender and the of each such Additional Commitment Lenders equals or exceeds Lender shall be extended to the Letter date falling 364 days after the Existing Maturity Date (except that, if such date is not a Business Day, such Revolving Credit Maturity Date as so extended shall be the next preceding Business Day) and each such Additional Commitment Lender shall thereupon become a “Lender” for all purposes of Credit Sublimit (this Agreement; provided that in the event the Commitment of a Non-Extending Lender is replaced after the applicable Modification Date as it may provided in Section 2.18(d), then the Existing Maturity Date of such Commitment shall also be amended extended, effective as of the extension effective date with of the consent applicable Assignment and Assumption, to the applicable Revolving Credit Maturity Date. In the event of any such Approving Lenders and Additional extension, the Commitment Lenders); it being understood of each Non-Extending Lender that (Ahas not been replaced as provided in Section 2.18(d) shall terminate on the Facility Termination Existing Maturity Date relating in effect prior to any 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 the total Commitments of the Lenders hereunder shall be reduced by the Commitments of the Non-Extending Lenders not replaced by an Additional Commitment Lender shall not be extended so terminated on such Existing Maturity Date, provided that if that the Total Outstandings would, after giving effect to the extension of the Revolving Credit Maturity Date and the repayment additional Commitments of all obligations owed to them and the termination of their Commitments shall occur on the already existing Facility Termination Date and (B) the Facility Termination Date relating to the Approving Lenders and the Additional Commitment Lenders Lenders, exceed the Aggregate Commitments, the Company shall be extended for an additional year, as applicablemake necessary prepayments in accordance with Section 2.06(c) prior to the effectiveness of the requested extension.

Minimum Extension Requirement. If all of the Lenders agree to any such request for extension of the Facility Termination Date then the Facility Termination for all Lenders shall be extended for the additional one (1and only if) year, as applicable. If there exists any Non-Extending Lenders then the Borrower shall (i) withdraw its extension request and the Facility Termination Date will remain unchanged or (ii) provided that the Required Lenders (but for the avoidance of doubt, not including any Additional Commitment Lenders) have agreed with respect to the extension request (such Lenders agreeing to such extensionRevolving Credit Facility, the “Approving Lenders”) no later than fifteen (15) days prior to such anniversary total of the Closing Date, then the Borrower may extend the Facility Termination Date solely as to the Approving Lenders and the Additional Commitment Lenders with a reduced amount of Aggregate Commitments during such extension period equal to the aggregate Commitments of the Approving Lenders and the Additional Commitment Lenders so long as the aggregate amount of the Commitments of the Approving Lenders and the Additional Commitment Lenders equals or exceeds the Letter of Credit Sublimit (as it may be amended as of the extension date with the consent of such Approving Lenders and Additional Commitment Lenders); it being understood that (A) the Revolving Credit Commitments of the Revolving Credit Lenders that have agreed so to extend their Maturity Date (each, a “Revolving Credit Loan Extending Lender”) with respect to the Revolving Credit Facility Termination Date relating to any Non-Extending Lenders not replaced by an Additional Commitment Lender shall not be extended and the repayment of all obligations owed to them and the termination of their Commitments shall occur on the already existing Facility Termination Date and plus (B) the Facility Termination Date relating to the Approving Lenders and additional Revolving Credit Commitments of the Additional Commitment Lenders shall be extended for more than 50% of the aggregate amount of the Revolving Credit Commitments in effect on the Notice Date, (ii) with respect to the GO Bond 2009 Term Loans, the total of (A) the Outstanding Amount of the GO Bond 2009 Term Loans of the GO Bond 2009 Term Lenders that have agreed to extend their GO Bond Mandatory Put Date (each, a “GO Bond 2009 Term Loan Extending Lender”) plus (B) the additional GO Bond 2009 Term Loans of the Additional Commitment Lenders shall be more than 50% of the Outstanding Amount of GO Bond 2009 Term Loans as of the Notice Date and (iii) with respect to the GO Bond 2010 Term Loans, the total of (A) the Outstanding Amount of the GO Bond 2010 Term Loans of the GO Bond 2010 Term Lenders that have agreed to extend their GO Bond Mandatory Put Date (each, a “GO Bond 2010 Term Loan Extending Lender and, together with each Revolving Credit Loan Extending Lender and GO Bond 2009 Term Loan Extending Lender, an “Extending Lender”) plus (B) the additional yearGO Bond 2010 Term Loans of the Additional Commitment Lenders shall be more than 50% of the Outstanding Amount of GO Bond 2010 Term Loans as of the Notice Date, then, subject to the conditions set forth in Section 2.13A(d), effective as of the Notice Date, or such later date as the Administrative Agent and the Borrower shall agree, the Maturity Date with respect to the Revolving Credit Facility and the GO Bond Mandatory Put Date of each Extending Lender, as applicable, and of each Additional Commitment Lender shall be extended to the same date one year after the Existing Maturity Date and the then-existing GO Bond Mandatory Put Date, as applicable (except that, if such date is not a Business Day, such Maturity Date with respect to the Revolving Credit Facility and the GO Bond Mandatory Put Date, as so extended, shall be the next preceding Business Day), and each Additional Commitment Lender shall thereupon become a “Lender” for all purposes of this Agreement. The Maturity Date with respect to the Revolving Credit Facility and the GO Bond Mandatory Put Date of each Non-Extending Lender remaining a Lender hereunder shall remain the Existing Maturity Date or the then-existing GO Bond Mandatory Put Date, as applicable; provided, the Borrower shall continue to have the right to replace any such Non-Extending Lender following the effectiveness of any such extension as provided in Section 2.13A(d).

Minimum Extension Requirement. If all of the Lenders agree to any such request for extension of the Facility Termination Date then the Facility Termination for all Lenders shall be extended for the additional one (1) year, as applicable. If there exists any Non-Extending Lenders then the Borrower shall (i) withdraw its extension request and the Facility Termination Date will remain unchanged or (ii) provided that the Required Lenders (but for the avoidance of doubt, not including any Additional Commitment Lenders) have agreed to the extension request (such Lenders agreeing to such extension, the “Approving Lenders”) no later than fifteen (15) days prior to such anniversary of the Closing Date, then the Borrower may extend the Facility Termination Date solely as to the Approving Lenders and the Additional Commitment Lenders with a reduced amount of .CHAR1\1170499v7 Aggregate Commitments during such extension period equal to the aggregate Commitments of the Approving Lenders and the Additional Commitment Lenders so long as the aggregate amount of the Commitments of the Approving Lenders and the Additional Commitment Lenders equals or exceeds the Letter of Credit Sublimit (as it may be amended as of the extension date with the consent of such Approving Lenders and Additional Commitment Lenders); it being understood that (A) the Facility Termination Date relating to any Non-Extending Lenders not replaced by an Additional Commitment Lender shall not be extended and the repayment of all obligations owed to them and the termination of their Commitments shall occur on the already existing Facility Termination Date and (B) the Facility Termination Date relating to the Approving Lenders and the Additional Commitment Lenders shall be extended for an additional year, as applicable.

Minimum Extension Requirement. If all (and only if) the total of the Lenders agree to any such request for extension Commitments of the Facility Termination 20232024 Extending Revolving Credit Lenders that have agreed so to extend their Maturity Date then the Facility Termination for all Lenders shall be extended for (each, an “Extending Lender”) and the additional one (1) year, as applicable. If there exists any Non-Extending Lenders then the Borrower shall (i) withdraw its extension request and the Facility Termination Date will remain unchanged or (ii) provided that the Required Lenders (but for the avoidance Commitments of doubt, not including any Additional Commitment Lenders) have agreed to the extension request (such Lenders agreeing to such extension, the “Approving Lenders”) no later than fifteen (15) days prior to such anniversary of the Closing Date, then the Borrower may extend the Facility Termination Date solely as to the Approving Lenders and the Additional Commitment Lenders with a reduced amount shall be more than 66-2/3% of Aggregate Commitments during such extension period equal to the aggregate Commitments of the Approving Lenders and the Additional Commitment Lenders so long as the aggregate amount of the Commitments of the Approving 20232024 Extending Revolving Credit Lenders and in effect immediately prior to the Additional Commitment Lenders equals or exceeds the Letter of Credit Sublimit (as it may be amended Maturity Date then in effect, then, effective as of the extension date with then-existing Maturity Date, the consent Maturity Date of such Approving Lenders each Extending Lender and Additional Commitment Lenders); it being understood that (A) the Facility Termination Date relating to any Non-Extending Lenders not replaced by an of each Additional Commitment Lender shall not be extended to the date falling one year after the Maturity Date then in effect (except that, if such date is not a Business Day, such Maturity Date as so extended shall be the next preceding Business Day) and each Additional Commitment Lender shall thereupon become a “Lender” for all purposes of this Agreement. (f) Conditions to Effectiveness of Extensions. As conditions precedent to each such extension: (i) Borrower shall deliver to Administrative Agent a certificate of each Loan Party as of the repayment Maturity Date then in effect (in sufficient copies for each Lender and each Additional Commitment Lender) signed by a Responsible Officer of all obligations owed such Loan Party (A) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to them and the termination of their Commitments shall occur on the already existing Facility Termination Date such extension and (B) in the Facility Termination case of Borrower, certifying that, before and after giving effect to such extension, (1) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Maturity Date relating then in effect, except to the Approving Lenders extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in clauses (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (2) no Default exists or would result therefrom. (ii) On the Maturity Date then in effect, Borrower shall pay to Administrative Agent a fee, for the pro rata account of each Extending Lender and each Additional Commitment Lenders Lender in an amount to be determined by Borrower and Administrative Agent at the time of any request to extend the Maturity Date under this Section, which fee shall, when paid, be fully earned and non-refundable under any circumstances. (iii) (A) Upon the reasonable request of any Lender, including any Additional Commitment Lender, made at least 15 days prior to the Maturity Date then in effect, Borrower shall have provided to such Lender, and such Lender shall be extended for an additional yearreasonably satisfied with, as applicable.the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including the PATRIOT Act, in each case at least 10 days prior to the

Minimum Extension Requirement. If all of the Lenders agree to any such the request for extension of the Facility Termination Maturity Date then the Facility Termination Maturity Date for all Lenders shall be extended for the additional one (1) yearAugust 3, as applicable2011. If there exists any Non-Extending Lenders then the Borrower Company shall (i) withdraw its extension request and the Facility Termination Maturity Date will remain unchanged or (ii) provided that the Required Lenders (but for the avoidance of doubt, not including any Additional Commitment Lenders) have agreed to the extension request (such Lenders agreeing to such extension, the “Approving Lenders”) no later than fifteen (15) days prior to such anniversary of the Closing Date), then the Borrower Company may extend the Facility Termination Maturity Date solely as to the Approving Lenders and the Additional Commitment Lenders with a reduced amount of Aggregate Commitments during such extension period equal to the aggregate Commitments of the Approving Lenders and the Additional Commitment Lenders so long as the aggregate amount of the Commitments of the Approving Lenders and the Additional Commitment Lenders equals or exceeds the Letter of Credit Sublimit (as it may be amended as of the extension date with the consent of such Approving Lenders and Additional Commitment Lenders); it being understood that (A) the Facility Termination Maturity Date relating to any Non-Extending Lenders not replaced by an Additional Commitment Lender shall not be extended remain August 3, 2010 and the repayment of all obligations owed to them and the termination of their Commitments shall occur on the already existing Facility Termination Date such date and (B) the Facility Termination Maturity Date relating to the Approving Lenders and the Additional Commitment Lenders shall be extended for an additional yearAugust 3, as applicable2011.

Minimum Extension Requirement. If all (and only if) the total of the Revolving Credit Commitments of the Lenders agree with respect to any such request for extension of the Proposed Extended Facility Termination that have agreed so to extend their Expiration Date then under the Proposed Extended Facility Termination for all Lenders shall be extended for and the additional one (1) year, as applicable. If there exists any Non-Extending Lenders then the Borrower shall (i) withdraw its extension request and the Facility Termination Date will remain unchanged or (ii) provided that the Required Lenders (but for the avoidance Revolving Credit Commitments of doubt, not including any Additional Commitment Lenders) have agreed to the extension request (such Lenders agreeing to such extension, the “Approving Lenders”) no later than fifteen (15) days prior to such anniversary of the Closing Date, then the Borrower may extend the Facility Termination Date solely as to the Approving Lenders and the Additional Commitment Lenders with a reduced amount of Aggregate Commitments during such extension period equal respect to the aggregate Commitments Proposed Extended Facility shall be more than 50% of the Approving Lenders and the Additional Commitment Lenders so long as the aggregate amount of the Revolving Credit Commitments of the Approving Lenders and Proposed Extended Facility in effect immediately prior to the Additional Commitment Lenders equals or exceeds the Letter Existing Expiration Date of Credit Sublimit (as it may be amended such Proposed Extended Facility, then, effective as of the extension date with the consent such Existing Expiration Date, such Existing Expiration Date of each such Approving Lenders Lender and Additional Commitment Lenders); it being understood that (A) the Facility Termination Date relating to any Non-Extending Lenders not replaced by an of each such Additional Commitment Lender shall not be extended and the repayment of all obligations owed with respect to them and the termination of their Commitments shall occur on the already existing such Proposed Extended Facility Termination Date and (B) the Facility Termination Date relating to the Approving Lenders and the Additional Commitment Lenders shall be extended to (i) with respect to an extension of the 364-Day Revolver, the date falling 364 days after the Existing 364-Day Revolver Expiration Date (except that, if such date is not a Business Day, such Expiration Date as so extended shall be the preceding Business Day) and each such Additional 364-Day Revolver Commitment Lender shall thereupon become a “364-Day Revolver Lender” for all purposes of this Agreement and (ii) with respect to an additional yearextension of the 5-Year Revolver, the date falling 1 year after the Existing 5-Year Revolver Expiration Date (except that, if such date is not a Business Day, such Expiration Date as applicable.so extended shall be the preceding Business Day) and each such Additional 5-Year Revolver Commitment Lender shall thereupon become a “5-Year Revolver Lender” for all purposes of this Agreement. Exhibit 10.1

Minimum Extension Requirement. If all (and only if) the total of the Commitments of the Lenders agree that have agreed to any extend their respective Commitment Maturity Dates and the additional Commitments of the Additional Commitment Lenders that have entered into an assignment agreement as provided in subsection (c) above shall equal or exceed 51% of the aggregate amount of the Commitments in effect immediately prior to the applicable Anniversary Date, then, effective as of the applicable Anniversary Date, the Commitment Maturity Date of each Extending Lender and of each such request Additional Commitment Lender shall be extended to the date that is one year after such Lender's Commitment Maturity Date then in effect (except that, if such date is not a Business Day, such Commitment Maturity Date as so extended shall be the immediately preceding Business Day) and each such Additional Commitment Lender shall thereupon become a "Lender" for all purposes of this Agreement. Such extension shall constitute an extension of the Facility Termination Date then the Facility Termination for all Lenders shall be extended for the additional one (1) year, as applicablepurposes of this Agreement. If there exists any Non-Extending Lenders then the Borrower shall (i) withdraw its extension request and the Facility Termination Date will remain unchanged or (ii) provided that the Required Lenders (but for the avoidance of doubt, not including any Additional Commitment LendersLender enters into an assignment agreement as provided in subsection (d) have agreed to above after the extension request applicable Anniversary Date (but in any event within 30 days after such Lenders agreeing to such extensiondate), the “Approving Lenders”) no later than fifteen (15) days prior to such anniversary of the Closing Datethen, then the Borrower may extend the Facility Termination Date solely as to the Approving Lenders and the Additional Commitment Lenders with a reduced amount of Aggregate Commitments during such extension period equal to the aggregate Commitments of the Approving Lenders and the Additional Commitment Lenders so long as the aggregate amount of the Commitments of the Approving Lenders and the Additional Commitment Lenders equals or exceeds the Letter of Credit Sublimit (as it may be amended effective as of the extension applicable effective date with the consent of such Approving Lenders and Additional assignment (the "Assignment Date"), the Commitment Lenders); it being understood that (A) the Facility Termination Maturity Date relating to any Non-Extending Lenders not replaced by an of each such Additional Commitment Lender shall not be extended and the repayment of all obligations owed to them and date that is one year after the termination of their Commitments shall occur on Commitment Maturity Date then in effect for the already existing Facility Termination Date and (B) Non-Extending Lender being replaced by the Facility Termination Date relating to the Approving Lenders and the applicable Additional Commitment Lenders Lender (except that, if such date is not a Business Day, such Commitment Maturity Date as so extended shall be extended the immediately preceding Business Day) and each such Additional Commitment Lender shall thereupon become a "Lender" for all purposes of this Agreement. Each Non-Extending Lender shall maintain its respective original Commitment Maturity Date, unless such Non-Extending Lender is replaced by an additional year, assignee as applicableprovided herein.

Minimum Extension Requirement. If all of the Lenders agree to any such request for extension of the Facility Termination Revolving Loan Maturity Date then the Facility Termination Revolving Loan Maturity Date for all Lenders shall be extended for the additional one (1) year, as applicable. If there exists any Non-Extending Lenders that are not being replaced by Additional Commitment Lenders, then the Borrower shall (i) withdraw its extension request and the Facility Termination Revolving Loan Maturity Date will remain unchanged or (ii) provided that the Required Lenders (but for the avoidance of doubt, not including any Additional Commitment Lenders) have agreed to the extension request (such Lenders agreeing to such extension, the “Approving Lenders”) no later than fifteen (15) days prior to such anniversary of the Closing First Amendment Effective Date, then the Borrower may extend the Facility Termination Revolving Loan Maturity Date solely as to the Approving Lenders and the Additional Commitment Lenders with a reduced amount of Aggregate Revolving Commitments during such extension period equal to the aggregate Revolving Commitments of the Approving Lenders and the Additional Commitment Lenders so long as the aggregate amount of the Commitments of the Approving Lenders and the Additional Commitment Lenders equals or exceeds the Letter of Credit Sublimit (as it may be amended as of the extension date with the consent of such Approving Lenders and Additional Commitment Lenders); it being understood that (A) the Facility Termination Revolving Loan Maturity Date relating to any Non-Extending Lenders not replaced by an Additional Commitment Lender shall not be extended and the repayment of all obligations owed to them and the termination of their Revolving Commitments shall occur on the already existing Facility Termination Revolving Loan Maturity Date and (B) the Facility Termination CHAR1\1323863v4 Revolving Loan Maturity Date relating to the Approving Lenders and the Additional Commitment Lenders shall be extended for an additional year, as applicable.

Minimum Extension Requirement. If all of the Lenders agree to any such request for extension of the Facility Termination Revolving Loan Maturity Date then the Facility Termination Revolving Loan Maturity Date for all Lenders shall be extended for the additional one (1) year, as applicable. If there exists any Non-Extending Lenders that are not being replaced by Additional Commitment Lenders, then the Borrower Borrowers shall (i) withdraw its their extension request and the Facility Termination Revolving Loan Maturity Date will remain unchanged or (ii) provided that the Required Lenders (but for the avoidance of doubt, not including any Additional Commitment Lenders) have agreed to the extension request (such Lenders agreeing to such extension, the “Approving Lenders”) no later than fifteen (15) days prior to such anniversary of the Closing First Amendment Effective Date, then the Borrower Borrowers may extend the Facility Termination Revolving Loan Maturity Date solely as to the Approving Lenders and the Additional Commitment CHAR1\1321930v7 Lenders with a reduced amount of Aggregate Revolving Commitments during such extension period equal to the aggregate Revolving Commitments of the Approving Lenders and the Additional Commitment Lenders so long as the aggregate amount of the Commitments of the Approving Lenders and the Additional Commitment Lenders equals or exceeds the Letter of Credit Sublimit (as it may be amended as of the extension date with the consent of such Approving Lenders and Additional Commitment Lenders); it being understood that (A) the Facility Termination Revolving Loan Maturity Date relating to any Non-Extending Lenders not replaced by an Additional Commitment Lender shall not be extended and the repayment of all obligations owed to them and the termination of their Revolving Commitments shall occur on the already existing Facility Termination Revolving Loan Maturity Date and (B) the Facility Termination Revolving Loan Maturity Date relating to the Approving Lenders and the Additional Commitment Lenders shall be extended for an additional year, as applicable.