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 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 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 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 147741845_5 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 Second 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 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 (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. (i) If all (and only if) the total of the Revolving Credit (US) Commitments of the Lenders agree that have agreed so to any such request for extension extend their Maturity Date in respect of the Revolving Credit (US) Facility Termination Date then the Facility Termination for all Lenders shall be extended for (each, an “Extending (US) Lender”) and the additional one Revolving Credit (1US) 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 more than 50% of the Aggregate Revolving Credit (US) Commitments in effect immediately prior to the Anniversary Date, then, effective as of the Anniversary Date, the Maturity Date in respect of the Revolving Credit (US) Facility of each Extending (US) Lender and of each Additional Commitment Lender shall be extended to the date falling one year after the existing Maturity Date in respect of the Revolving Credit (US) Facility (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. (ii) If (and only if) the total of the Revolving Credit (UK) Commitments of the Lenders that have agreed so to extend their Maturity Date in respect of the Revolving Credit (UK) Facility (each, an “Extending (UK) Lender”) and the additional yearRevolving Credit (UK) Commitments of the Additional Commitment Lenders shall be more than 50% of the Aggregate Revolving Credit (UK) Commitments in effect immediately prior to the Anniversary Date, then, effective as applicable.of the Anniversary Date, the Maturity Date in respect of the Revolving Credit (UK) Facility of each Extending (UK) Lender and of each Additional Commitment Lender shall be extended to the date falling one year after the existing Maturity Date in respect of the Revolving Credit (UK) Facility (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

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) 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. (i) If all (and only if) the total of the Multicurrency Revolving Committed Loans 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”) plus 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 Multicurrency 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 equals more than 50% 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 Multicurrency Commitments in effect immediately prior to the applicable Modification Date, then, effective as of such Modification Date, the Maturity Date of each Extending Lender and of each Additional Commitment Lender shall be extended to the 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 Additional Commitment Lender shall thereupon become a “Lender” for all purposes of this Agreement. In the event of any such extension, the Multicurrency Revolving Committed Loans of each Non-Extending Lender that has not been replaced as provided in Section 2.24(d) shall terminate on the Existing Maturity Date 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 Multicurrency Revolving Committed Loans of the Lenders hereunder shall be reduced by the Multicurrency Revolving Committed Loans of the Non-Extending Lenders so terminated on such Existing Maturity Date. (ii) If (and only if) the total of the Yen Enabled Commitments of the Approving Yen Enabled Lenders and that have agreed so to extend their Maturity Date (each, an “Yen Extending Lender”) plus the additional Yen Enabled Commitments of the Additional Commitment Lenders equals or exceeds more than 50% of the Letter aggregate amount of Credit Sublimit (as it may be amended the Yen Enabled Commitments in effect immediately prior to the applicable Modification Date, then, effective as of such Modification Date, the extension date with the consent Maturity Date of such Approving Lenders each Yen Extending Lender and of each Additional Commitment Lenders); it being understood Lender shall be extended to the 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 Additional Commitment Lender shall thereupon become a “Lender” for all purposes of this Agreement. In the event of any such extension, the Yen Enabled Commitments of each Non-Extending Lender that (Ahas not been replaced as provided in Section 2.24(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 Yen Enabled Commitments of the Lenders hereunder shall be reduced by the Yen Enabled Commitments of the Non-Extending Lenders not replaced by so terminated on such Existing Maturity Date. (iii) If (and only if) the total of the Singapore Dollar Enabled Commitments of the Singapore Dollar Enabled Lenders that have agreed so to extend their Maturity Date (each, an “Singapore Dollar Extending Lender”) plus the additional Singapore Dollar Enabled Commitments of the Additional Commitment Lenders equals more than 50% of the aggregate amount of the Singapore Dollar Enabled Commitments in effect immediately prior to the applicable Modification Date, then, effective as of such Modification Date, the Maturity Date of each Singapore Dollar Extending Lender and of each Additional Commitment Lender shall not be extended to the 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 Additional Commitment Lender shall thereupon become a “Lender” for all purposes of this Agreement. In the event of any such extension, the Singapore Dollar Enabled Commitments of each Non-Extending Lender that has not been replaced as provided in Section 2.24(d) shall terminate on the Existing Maturity Date in effect prior to any such extension and the repayment outstanding principal balance of all obligations owed Loans and other amounts payable hereunder to them such Non-Extending Lender shall become due and payable on such Existing Maturity Date and the termination total Singapore Dollar Enabled Commitments of their Commitments shall occur on the already existing Facility Termination Date and (B) the Facility Termination Date relating to the Approving Singapore Dollar Enabled Lenders and the Additional Commitment Lenders hereunder shall be extended for an additional year, as applicablereduced by the Singapore Dollar Enabled Commitments of the Non-Extending Lenders so terminated on such Existing Maturity Date.

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. (i) If all (and only if) the total of the Multicurrency Revolving Committed Loans 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”) plus 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 Multicurrency 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 equals more than 50% 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 Multicurrency Commitments in effect immediately prior to the applicable Modification Date, then, effective as of such Modification Date, the Maturity Date of each Extending Lender and of each Additional Commitment Lender shall be extended to the 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 Additional Commitment Lender shall thereupon become a “Lender” for all purposes of this Agreement. In the event of any such extension, the Multicurrency Revolving Committed Loans of each Non-Extending Lender that has not been replaced as provided in Section 2.22(d) shall terminate on the Existing Maturity Date 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 Multicurrency Revolving Committed Loans of the Lenders hereunder shall be reduced by the Multicurrency Revolving Committed Loans of the Non-Extending Lenders so terminated on such Existing Maturity Date. (ii) If (and only if) the total of the Yen Enabled Commitments of the Approving Yen Enabled Lenders and that have agreed so to extend their Maturity Date (each, an “Yen Extending Lender”) plus the additional Yen Enabled Commitments of the Additional Commitment Lenders equals or exceeds more than 50% of the Letter aggregate amount of Credit Sublimit (as it may be amended the Yen Enabled Commitments in effect immediately prior to the applicable Modification Date, then, effective as of such Modification Date, the extension date with the consent Maturity Date of such Approving Lenders each Yen Extending Lender and of each Additional Commitment Lenders); it being understood Lender shall be extended to the 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 Additional Commitment Lender shall thereupon become a “Lender” for all purposes of this Agreement. In the event of any such extension, the Yen Enabled Commitments of each Non-Extending Lender that (Ahas not been replaced as provided in Section 2.22(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 Yen Enabled Commitments of the Lenders hereunder shall be reduced by the Yen Enabled Commitments of the Non-Extending Lenders not replaced by so terminated on such Existing Maturity Date. (iii) If (and only if) the total of the Singapore Dollar Enabled Commitments of the Singapore Dollar Enabled Lenders that have agreed so to extend their Maturity Date (each, an “Singapore Dollar Extending Lender”) plus the additional Singapore Dollar Enabled Commitments of the Additional Commitment Lenders equals more than 50% of the aggregate amount of the Singapore Dollar Enabled Commitments in effect immediately prior to the applicable Modification Date, then, effective as of such Modification Date, the Maturity Date of each Singapore Dollar Extending Lender and of each Additional Commitment Lender shall not be extended to the 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 Additional Commitment Lender shall thereupon become a “Lender” for all purposes of this Agreement. In the event of any such extension, the Singapore Dollar Enabled Commitments of each Non-Extending Lender that has not been replaced as provided in Section 2.22(d) shall terminate on the Existing Maturity Date in effect prior to any such extension and the repayment outstanding principal balance of all obligations owed Loans and other amounts payable hereunder to them such Non-Extending Lender shall become due and payable on such Existing Maturity Date and the termination total Singapore Dollar Enabled Commitments of their Commitments shall occur on the already existing Facility Termination Date and (B) the Facility Termination Date relating to the Approving Singapore Dollar Enabled Lenders and the Additional Commitment Lenders hereunder shall be extended for an additional year, as applicablereduced by the Singapore Dollar Enabled Commitments of the Non-Extending Lenders so terminated on such Existing Maturity Date.

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 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 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 (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. (i) If all (and only if) the total of the Lenders agree to any such request for extension Revolving Credit Commitments of the Facility Termination Revolving Credit Lenders that have agreed so to extend their Revolving Credit Maturity Date then and the Facility Termination for all additional Revolving Credit Commitments of the applicable Additional Commitment 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 more than 50% 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 Revolving Credit Commitments of in effect immediately prior to the Approving Lenders and the Additional Commitment Lenders equals or exceeds the Letter of Credit Sublimit (as it may be amended applicable Notice Date, then, effective as of the extension date with applicable Extension Effective Date, the consent Revolving Credit 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 applicable Additional Commitment Lender shall not be extended to the date falling one year after the Revolving Credit 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 applicable Additional Commitment Lender shall thereupon become a “Revolving Credit Lender” for all purposes of this Agreement. (ii) If (and only if) the total of the outstanding Incremental Term-2 Loans of the Incremental Term-2 Loan Lenders that have agreed so to extend their Incremental Term-2 Loan Maturity Date and the repayment additional Incremental Term-2 Loan 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 applicable Additional Commitment Lenders shall be more than 50% of the aggregate amount of the outstanding Incremental Term-2 Loans in effect immediately prior to the applicable Notice Date, then, effective as of the applicable Extension Effective Date, the Incremental Term-2 Loan Maturity Date of each applicable Extending Lender and of each applicable Additional Commitment Lender shall be extended to the date falling one year after the Incremental Term-2 Loan Maturity Date (except that, if such date is not a Business Day, such Incremental Term-2 Loan Maturity Date as so extended shall be the next preceding Business Day), and each applicable Additional Commitment Lender shall thereupon become an “Incremental Term-2 Loan 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 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 (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 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 147741843_5 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 Third 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 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 (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) (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 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 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.