Common use of Extension of Commitment Termination Date Clause in Contracts

Extension of Commitment Termination Date. The Company, on behalf of both Borrowers, may, on not more than two occasions during the term of this Agreement, by written notice to the Agent (which shall promptly deliver a copy to each of the Lenders) delivered not fewer than 45 days, and not more than 60 days, before any anniversary of the Closing Date, request that the Lenders extend the then effective Commitment Termination Date (the “Existing Commitment Termination Date”) for an additional period of one year, effective as of a date specified in such notice. Each Lender shall, by notice to the Company and the Agent given not later than the 20th day after the date of the Agent’s receipt of the Company’s notice, advise the Company whether or not it agrees to the requested extension (each Lender agreeing to a requested extension being called a “Consenting Lender” and each Lender declining to agree to a requested extension being called a “Declining Lender”). Any Lender that has not so advised the Company and the Agent by such day shall be deemed to have declined to agree to such extension and shall be a Declining Lender. If Lenders constituting the Required Lenders shall have agreed to a Commitment Termination Date extension request, then the Commitment Termination Date shall, as to the Consenting Lenders, be extended to the first anniversary of the Existing Commitment Termination Date. The decision of any Lender to agree or withhold agreement to any extension request shall be at the sole discretion of such Lender. The Commitment of any Declining Lender shall terminate on the Existing Commitment Termination Date. The principal amount of any outstanding Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the accounts of such Declining Lenders hereunder, shall be due and payable on the Existing Commitment Termination Date, and on the Existing Commitment Termination Date each Borrower shall also make such other prepayments of its Loans as shall be required in order that, after giving effect to such prepayments and to the termination of the Commitments of, and all payments to, Declining Lenders pursuant to this sentence, (a) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment, (b) the Revolving Credit Exposure of any Lender shall not exceed its Commitment and (c) the Borrower Credit Exposure of either Borrower shall not exceed the Borrower Sublimit of such Borrower. Notwithstanding the foregoing, no extension of the Commitment Termination Date shall become effective under this Section unless (i) on the effective date of such extension, the conditions set forth in Section 4.2 (it being understood and agreed that (A) all references to “Credit Extension Date” therein shall be deemed to refer to such effective date and (B) all references to the “Closing Date” in (x) Section 4.2.2 as it relates to Sections 5.5, 5.7 and 5.14(ii) and (y) in Sections 5.5, 5.7 and 5.14(ii) shall be deemed to refer to such effective date for purposes of determining satisfaction of the conditions set forth in Section 4.2 as of such date) shall be satisfied as of such date (as though the effectiveness of such extension were a Credit Extension) and (ii) the Agent shall have received a certificate to that effect dated such effective date and executed by an Authorized Officer of the Company.

Extension of Commitment Termination Date. The Company, on behalf Exelon may request an extension of both Borrowers, may, on not more than two occasions during the term of this Agreement, scheduled Commitment Termination Date for any or all Borrowers by written notice submitting a request for an extension to the Administrative Agent (which shall promptly deliver a copy to each of the Lendersan “Extension Request”) delivered not fewer than 45 days, and not no more than 60 days, before any anniversary of days prior to the Closing Date, request that the Lenders extend the then effective scheduled Commitment Termination Date then in effect. The Extension Request must specify the new scheduled Commitment Termination Date requested by Exelon and the date (which must be at least 30 days after the Extension Request is delivered to the Administrative Agent) as of which the Lenders must respond to the Extension Request (the “Existing Commitment Termination Response Date”) for an additional period of one year, effective as of a date specified in such notice. Each Lender shall, by notice to the Company and the Agent given not later than the 20th day after the date of the Agent’s receipt of the Company’s notice, advise the Company whether or not it agrees to the requested extension (each Lender agreeing to a requested extension being called a “Consenting Lender” and each Lender declining to agree to a requested extension being called a “Declining Lender”). Any Lender that has not so advised the Company and the Agent by such day shall be deemed to have declined to agree to such extension and shall be a Declining Lender. If Lenders constituting the Required Lenders shall have agreed to a The new scheduled Commitment Termination Date extension request, then shall be 364 days after the scheduled Commitment Termination Date shallin effect at the time an Extension Request is received, including the scheduled Commitment Termination Date as to the Consenting Lenders, be extended to the first anniversary one of the Existing Commitment Termination Datedays in the calculation of the days elapsed. The decision Promptly upon receipt of any an Extension Request, the Administrative Agent shall notify each Lender of the contents thereof and shall request each Lender to agree or withhold agreement to any extension request approve such Extension Request, which approval shall be at the sole discretion of such each Lender. The Each Lender approving such Extension Request shall deliver its written consent no later than the Response Date. If the written consent of each of the Lenders (excluding any Person which ceases to be a Lender pursuant to Section 8.07(g)(iii)) is received by the Administrative Agent, the new scheduled Commitment of any Declining Lender Termination Date specified in the Extension Request shall terminate become effective on the Existing existing scheduled Commitment Termination Date and the Administrative Agent shall promptly notify each Borrower and each Lender of the new scheduled Commitment Termination Date. The principal amount of If all Lenders (including any outstanding Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the accounts of such Declining Lenders hereunder, shall be due and payable on the Existing Commitment Termination Date, and on the Existing Commitment Termination Date each Borrower shall also make such other prepayments of its Loans as shall be required in order that, after giving effect to such prepayments and to the termination of the Commitments of, and all payments to, Declining Lenders Person which becomes a Lender pursuant to this sentenceSection 8.07(g)) do not consent to an Extension Request, (a) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment, (b) the Revolving Credit Exposure of any Lender shall not exceed its Commitment and (c) the Borrower Credit Exposure of either Borrower shall not exceed the Borrower Sublimit of such Borrower. Notwithstanding the foregoing, no extension of the scheduled Commitment Termination Date shall become effective under this Section unless (i) on the effective date of such extension, the conditions set forth in Section 4.2 (it being understood and agreed that (A) all references to “Credit Extension Date” therein shall not be deemed to refer extended pursuant to such effective date and (B) all references to the “Closing Date” in (x) Section 4.2.2 as it relates to Sections 5.5, 5.7 and 5.14(ii) and (y) in Sections 5.5, 5.7 and 5.14(ii) shall be deemed to refer to such effective date for purposes of determining satisfaction of the conditions set forth in Section 4.2 as of such date) shall be satisfied as of such date (as though the effectiveness of such extension were a Credit Extension) and (ii) the Agent shall have received a certificate to that effect dated such effective date and executed by an Authorized Officer of the CompanyExtension Request.

Extension of Commitment Termination Date. The Company, on behalf Exelon may request an extension of both Borrowers, may, on not more than two occasions during the term of this Agreement, scheduled Commitment Termination Date for any or all Borrowers by written notice submitting a request for an extension to the Administrative Agent (which shall promptly deliver a copy to each of the Lendersan “Extension Request”) delivered not fewer than 45 days, and not no more than 60 days, before any anniversary of days prior to the Closing Date, request that the Lenders extend the then effective scheduled Commitment Termination Date then in effect. The Extension Request must specify the new scheduled Commitment Termination Date requested by Exelon and the date (which must be at least 30 days after the Extension Request is delivered to the Administrative Agent) as of which the Lenders must respond to the Extension Request (the “Existing Commitment Termination Response Date”) for an additional period of one year, effective as of a date specified in such notice. Each Lender shall, by notice to the Company and the Agent given not later than the 20th day after the date of the Agent’s receipt of the Company’s notice, advise the Company whether or not it agrees to the requested extension (each Lender agreeing to a requested extension being called a “Consenting Lender” and each Lender declining to agree to a requested extension being called a “Declining Lender”). Any Lender that has not so advised the Company and the Agent by such day shall be deemed to have declined to agree to such extension and shall be a Declining Lender. If Lenders constituting the Required Lenders shall have agreed to a The new scheduled Commitment Termination Date extension request, then shall be 364 days after the scheduled Commitment Termination Date shallin effect at the time an Extension Request is received, including the scheduled Commitment Termination Date as to the Consenting Lenders, be extended to the first anniversary one of the Existing Commitment Termination Datedays in the calculation of the days elapsed. The decision Promptly upon receipt of any an Extension Request, the Administrative Agent shall notify each Lender of the contents thereof and shall request each Lender to agree or withhold agreement to any extension request approve such Extension Request, which approval shall be at the sole discretion of such each Lender. The Each Lender approving such Extension Request shall deliver its written consent no later than the Response Date. If the written consent of each of the Lenders (excluding any Person which ceases to be a Lender pursuant to Section 8.07(g)(iii)) is received by the Administrative Agent, the new scheduled Commitment of any Declining Lender Termination Date specified in the Extension Request shall terminate become effective on the Existing existing scheduled Commitment Termination Date and the Administrative Agent shall promptly notify each Borrower and each Lender of the new scheduled Commitment Termination Date. The principal amount of If all Lenders (including any outstanding Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the accounts of such Declining Lenders hereunder, shall be due and payable on the Existing Commitment Termination Date, and on the Existing Commitment Termination Date each Borrower shall also make such other prepayments of its Loans as shall be required in order that, after giving effect to such prepayments and to the termination of the Commitments of, and all payments to, Declining Lenders Person which becomes a Lender pursuant to this sentenceSection 8.07(g) ) do not consent to an Extension Request, (a) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment, (b) the Revolving Credit Exposure of any Lender shall not exceed its Commitment and (c) the Borrower Credit Exposure of either Borrower shall not exceed the Borrower Sublimit of such Borrower. Notwithstanding the foregoing, no extension of the scheduled Commitment Termination Date shall become effective under this Section unless (i) on the effective date of such extension, the conditions set forth in Section 4.2 (it being understood and agreed that (A) all references to “Credit Extension Date” therein shall not be deemed to refer extended pursuant to such effective date and (B) all references to the “Closing Date” in (x) Section 4.2.2 as it relates to Sections 5.5, 5.7 and 5.14(ii) and (y) in Sections 5.5, 5.7 and 5.14(ii) shall be deemed to refer to such effective date for purposes of determining satisfaction of the conditions set forth in Section 4.2 as of such date) shall be satisfied as of such date (as though the effectiveness of such extension were a Credit Extension) and (ii) the Agent shall have received a certificate to that effect dated such effective date and executed by an Authorized Officer of the CompanyExtension Request.

Extension of Commitment Termination Date. (a) The Company, on behalf of both Borrowers, Borrower may, on not more than two occasions during the term of this Agreement, by written notice to the Managing Administrative Agent (which shall promptly deliver a copy to each of the Lenderssuch notice being an "Extension Notice") delivered not fewer given no earlier than 60 days and no later than 45 days, and not more than 60 days, before any anniversary of days prior to the Closing Commitment Termination Date, request that the Lenders to consider an extension of the then applicable Commitment Termination Date to a date 364 days after the then applicable Commitment Termination Date. The Managing Administrative Agent shall promptly transmit any Extension Notice to each Lender. Each Lender shall notify the Managing Administrative Agent whether it wishes to extend the then effective applicable Commitment Termination Date (the “Existing no later than 20 days prior to such Commitment Termination Date”) for an additional period of one year, effective as of and any such notice given by a date specified in such notice. Each Lender shall, by notice to the Company and the Agent given not later than the 20th day after the date of the Managing Administrative Agent’s receipt of the Company’s notice, advise the Company whether or not it agrees once given, shall be irrevocable as to the requested extension (each Lender agreeing to a requested extension being called a “Consenting such Lender” and each Lender declining to agree to a requested extension being called a “Declining Lender”). Any Lender which does not expressly notify the Managing Administrative Agent prior to such 20-day period that has not it wishes to so advised extend the Company and the Agent by such day then applicable Commitment Termination Date shall be deemed to have declined to agree to rejected the Borrower's request for extension of such extension and shall be a Declining Lender. If Lenders constituting the Required Lenders shall have agreed to a Commitment Termination Date extension request, then the Commitment Termination Date shall, as to the Consenting Lenders, be extended to the first anniversary of the Existing Commitment Termination Date. The decision of any Lender Lenders consenting to agree extend the then applicable Commitment Termination Date are hereinafter referred to as "Extending Lenders", and Lenders declining to consent to extend such Commitment Termination Date (or withhold agreement Lenders deemed to any extension request shall be at have so declined) are hereinafter referred to as "Non-Extending Lenders". If the Required Lenders have elected (in their sole discretion of such Lender. The Commitment of any Declining Lender shall terminate on and absolute discretion) to so extend the Existing Commitment Termination Date. The principal amount of any outstanding Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the accounts Managing Administrative Agent shall notify the Borrower of such Declining election by such Required Lenders hereunder, shall be due and payable on the Existing no later than 15 days prior to such Commitment Termination Date, and on upon receipt of such notice the Existing Borrower shall promptly inform the Managing Administrative Agent whether or not it wishes to extend the Commitment Termination Date each with respect to the Commitments of the Extending Lenders. In the event that the Borrower shall also make elects to accept the Extending Lenders' offer to extend the Commitment Termination Date, the Commitment Termination Date of such other prepayments of its Loans as Extending Lenders shall be required in order that, after giving effect to such prepayments and to so extended. No extension will be permitted hereunder if the termination of Borrower has selected the Commitments of, and all payments to, Declining Lenders Term-Out Maturity Date pursuant to this sentence, (a) Section 2.09(a). Upon the Aggregate Outstanding Credit Exposure shall not exceed delivery of an Extension Notice and upon the Aggregate Commitment, (b) the Revolving Credit Exposure of any Lender shall not exceed its Commitment and (c) the Borrower Credit Exposure of either Borrower shall not exceed the Borrower Sublimit of such Borrower. Notwithstanding the foregoing, no extension of the Commitment Termination Date shall become effective under pursuant to this Section unless (i) 2.19, the Borrower shall be deemed to have represented and warranted on and as of the date of such Extension Notice and the effective date of such extension, as the conditions set forth case may be, that no Default or Event of Default has occurred and is continuing. Notwithstanding anything contained in this Agreement to the contrary, no Lender shall have any obligation to extend the Commitment Termination Date, and each Lender may at its option, unconditionally and without cause, decline to extend the Commitment Termination Date. (b) If the Commitment Termination Date shall have been extended in accordance with Section 4.2 (it being understood and agreed that (A) 2.19(a), all references herein to “Credit the "Commitment Termination Date" shall refer to the Commitment Termination Date as so extended and all references herein to the "Term-Out Maturity Date" shall refer to a date which is the first anniversary of the Commitment Termination Date as so extended. (c) If any Lender shall determine not to extend the Commitment Termination Date as requested by any Extension Date” therein Notice given by the Borrower pursuant to Section 2.19(a), the Commitment of such Lender shall terminate on the Commitment Termination Date without giving any effect to such proposed extension, and the Borrower shall on such date pay to the Managing Administrative Agent, for the account of such Lender, the principal amount of, and accrued interest on, such Lender's Loans, together with any amounts payable to such Lender pursuant to Section 2.15 and any fees or other amounts owing to such Lender under this Agreement. The Aggregate Commitment shall be deemed reduced by the amount of the Commitment of such Non-Extending Lender. (d) If the Commitment Termination Date shall have been extended in respect of Extending Lenders in accordance with Section 2.19(a), any notice of borrowing pursuant to refer Section 2.03 specifying a Borrowing Date occurring after the Commitment Termination Date applicable to a Non-Extending Lender or requesting an Interest Period extending beyond such effective date shall (a) have no effect in respect of such Non-Extending Lender and (Bb) all references to not specify a requested aggregate principal amount exceeding the “Closing Date” in Aggregate Available Commitment (x) Section 4.2.2 as it relates to Sections 5.5, 5.7 and 5.14(ii) and (y) in Sections 5.5, 5.7 and 5.14(ii) shall be deemed to refer to such effective date for purposes of determining satisfaction calculated on the basis of the conditions set forth in Section 4.2 as of such date) shall be satisfied as of such date (as though the effectiveness of such extension were a Credit Extension) and (ii) the Agent shall have received a certificate to that effect dated such effective date and executed by an Authorized Officer Commitments of the CompanyExtending Lenders).

Extension of Commitment Termination Date. (a) The Company, on behalf of both Borrowers, Borrower may, on not more than two occasions during the term of this Agreement, by written notice to the Administrative Agent (which shall promptly deliver a copy to each of notify the Lenders) delivered not fewer than 45 days, and not more than 60 days, before any 90 days and not less than 30 days prior to each anniversary of the Closing Datedate hereof (or if such anniversary date is not a Business Day, the Business Day next succeeding such anniversary), request (each, an “Extension Request”) that the Lenders extend extend, effective on such anniversary date, the then effective Commitment Termination Date then in effect (or, if at such time there shall exist different Commitment Termination Dates for the Lenders hereunder, the latest applicable Commitment Termination Date then in effect) (the “Existing Commitment Termination Date”) for an additional period of one year, effective year (the date on which the closing with respect to any such Extension Request shall occur is referred to herein as of a date specified in such noticean “Extension Closing Date”); provided that only two Extension Requests may be requested hereunder. Each Lender Lender, acting in its sole discretion, shall, by notice to the Company Borrower and the Administrative Agent given not later than the 20th day after (or such later day as shall be acceptable to the Borrower) following the date of the Agent’s receipt of the CompanyBorrower’s notice, advise the Company Borrower and the Administrative Agent whether or not it such Lender agrees to the requested extension (each Lender agreeing to a requested extension being called a “Consenting Lender” and each Lender declining to agree to a requested extension being called a “Declining Lender”). Any such extension; provided that any Lender that has does not so advised advise the Company and the Agent by such day Borrower shall be deemed to have declined rejected such Extension Request (any such Lender which shall have rejected or is deemed to have rejected such extension being a “Non-Extending Lender”). The election of any Lender to agree to such extension shall not obligate any other Lender to so agree. Notwithstanding anything herein to the contrary, no Lender shall have any obligation hereunder to extend its Commitment. (b) The Borrower shall have the right, at any time on or prior to, or at any time following, the relevant Extension Closing Date, unless an Event of Default shall have occurred and shall be a Declining Lendercontinuing, to replace any Non-Extending Lender with one or more Additional Commitment Lenders in accordance with Section 2.19(b). If Lenders constituting requested by the Required Lenders Borrower or the Administrative Agent, each such Additional Commitment Lender shall have agreed enter into an agreement with the Borrower and the Administrative Agent, in form and substance satisfactory to a the Borrower and the Administrative Agent, pursuant to which such Additional Commitment Termination Date Lender shall reconfirm its Commitment hereunder so assumed from the relevant Non-Extending Lender and, in the case of any such replacement becoming effective after the relevant Extension Closing Date, reconfirm the extension request, then of the Commitment Termination Date applicable thereto as contemplated by clause (E) of Section 2.19(b). (c) If (and only if) the total of the Commitments of the Lenders that have agreed in connection with any Extension Request to extend the Existing Commitment Termination Date and (if applicable) the Commitments of the Additional Commitment Lender(s) that shall have replaced any Non-Extending Lender as contemplated by paragraph (b) above shall, as in the aggregate, be at least 50% of the aggregate amount of the Commitments in effect immediately prior to the Consenting LendersExtension Closing Date, then, subject to the occurrence of the Extension Closing Date, effective as of the applicable anniversary of the date hereof, the Commitment Termination Date, but only with respect to each Lender that has agreed to so extend its Commitment and (if applicable) each Additional Commitment Lender that has replaced a Non-Extending Lender (and to Commitments and Loans of each such Lender and Additional Commitment Lender), shall be extended to the first anniversary date that is one year after the then Existing Commitment Termination Date (or, if such date is not a Business Day, the immediately preceding Business Day); provided that the occurrence of the Extension Closing Date and the effectiveness of the extension of the Existing Commitment Termination Date. The decision of Date shall not become effective with respect to any Lender unless as of the Extension Closing Date: (i) no Default shall have occurred and be continuing; (ii) the representations and warranties of the Obligors set forth in Article IV and in the other Loan Documents shall be true and correct in all material respects, on and as of the Extension Closing Date as if made on and as of such date (or, if any such representation or warranty is expressly stated to agree or withhold agreement have been made as of a specific date, as of such specific date); and (iii) the Administrative Agent shall have received a certificate executed by a Responsible Officer of the Borrower, dated as of the Extension Closing Date, stating that the conditions with respect to such extension have been satisfied. Upon the occurrence of the Extension Closing Date, the Administrative Agent shall record the relevant information in the Register and give prompt notice of such occurrence to the Borrower and the Lenders, which notice shall be conclusive and binding. (d) Notwithstanding anything herein to the contrary, (i) with respect to any extension request Non-Extending Lender, the Commitment Termination Date for such Lender shall be at remain unchanged (and the sole discretion Commitment of such Lender. The Commitment of any Declining Lender shall terminate on terminate, the Existing Commitment Termination Date. The principal amount of any outstanding Loans made by Declining Lenderssuch Lender to the Borrower hereunder shall mature and be payable by the Borrower, together with any accrued interest thereon and any accrued fees and all other amounts payable owing to or for the accounts of such Declining Lenders hereunder, Non-Extending Lender hereunder shall be due and payable payable, on the Existing Commitment Termination Datesuch date), and on such date the Existing Commitment Termination Date each Borrower shall also make such other prepayments of its Loans as shall be required in order that, after giving effect to such prepayments and to the termination of the Commitments of, and all payments to, Declining the Non-Extended Lenders pursuant to this sentence, the sum of (ax) the Aggregate Outstanding Credit outstanding aggregate principal amount of all Loans and (y) the LC Exposure shall will not exceed the Aggregate Commitment, Commitments and (bii) the Revolving “Availability Period” and the “Commitment Termination Date” (without taking into consideration any extension pursuant to this Section 2.20), as such terms are used in reference to any Issuing Lender or any Letters of Credit Exposure of any issued by such Issuing Lender shall may not exceed its Commitment and (c) be extended without the Borrower Credit Exposure of either Borrower shall not exceed the Borrower Sublimit prior written consent of such Borrower. Notwithstanding the foregoing, no extension of the Commitment Termination Date shall become effective under this Section unless (i) on the effective date of such extension, the conditions set forth in Section 4.2 Issuing Lender (it being understood and agreed that that, in the event any Issuing Lender shall not have consented to any such extension, (Ai) such Issuing Lender shall continue to have all references the rights and obligations of an Issuing Lender hereunder through the Existing Commitment Termination Date (or the Availability Period determined on the basis thereof, as applicable), and thereafter shall have no obligation to “issue, amend, extend or renew any Letter of Credit Extension Date” therein shall (but shall, in each case, continue to be deemed entitled to refer the benefits of Sections 2.06, 2.13, 2.15, 10.03 and 10.09, as applicable as to Letters of Credit issued or made prior to such effective date and (B) all references to the “Closing Date” in (x) Section 4.2.2 as it relates to Sections 5.5time), 5.7 and 5.14(ii) and (y) in Sections 5.5, 5.7 and 5.14(ii) shall be deemed to refer to such effective date for purposes of determining satisfaction of the conditions set forth in Section 4.2 as of such date) shall be satisfied as of such date (as though the effectiveness of such extension were a Credit Extension) and (ii) the Agent Borrower shall cause the LC Exposure attributable to Letters of Credit issued by such Issuing Lender to be zero no later than the day on which such LC Exposure would have received a certificate been required to that have been reduced to zero in accordance with the terms hereof without giving effect dated such effective date and executed by an Authorized Officer to any effectiveness of the Companyextension of the applicable Existing Commitment Termination Date pursuant to this Section (and, in any event, no later than such Existing Commitment Termination Date)).

Extension of Commitment Termination Date. (a) The Company, on behalf of both Borrowers, Company may, on by notice to the Administrative Agent (who shall promptly notify the Lenders) given in writing not more than ninety (90) days and not later than thirty (30) days prior to any anniversary of the Closing Date (each such anniversary date, the relevant “Extension Date”), on no more than two (2) occasions during the term of this Agreement, by written notice to the Agent (which shall promptly deliver a copy to each of the Lenders) delivered not fewer than 45 days, and not more than 60 days, before any anniversary of the Closing Date, request that the Lenders each Lender extend the then effective such ▇▇▇▇▇▇’s Commitment Termination Date for a period of one (1) year from the Commitment Termination Date then in effect hereunder (the “Existing Commitment Termination Date”); provided that the Commitment Termination Date, after giving effect to any such extension, shall not be later than five (5) for an additional period years after the effective date of one yearsuch extension. (i) Each Lender, effective as of a date specified acting in such notice. Each Lender its sole and individual discretion, shall, by notice to the Company and the Administrative Agent given in writing not earlier than sixty (60) days prior to the Extension Date and not later than fifteen (15) days prior to the 20th day after Extension Date (the date of that is fifteen (15) days prior to the Agent’s receipt of Extension Date being the Company’s notice“Notice Date”), advise the Administrative Agent if such ▇▇▇▇▇▇ accepts the extension request from the Company whether or not it agrees to the requested extension (each Lender agreeing to a requested extension being called a “Consenting Lender” and each Lender declining that determines not to agree to a requested extension being called so extend its Commitment Termination Date (each, a “Declining Non-Extending Lender”). Any ) shall notify the Administrative Agent of such fact promptly after such determination and in any event no later than the Notice Date) and any Lender that has does not so advised advise the Company and Administrative Agent on or before the Agent by such day Notice Date shall be deemed to have declined be a Non-Extending Lender. The election of any Lender to agree to such extension shall not obligate any other Lender to so agree. (ii) The Administrative Agent shall notify the Company of each Lender’s determination under this Section 2.23(a) no later than the date that is ten (10) days prior to the Extension Date (or, if such date is not a Business Day, on the next preceding Business Day). (iii) The Company shall have the right on or before the Extension Date to replace each Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more Eligible Assignees (each, an “Additional Commitment Lender”) with the approval of the Administrative Agent, the Swingline Lender and the Fronting Bank (which approvals shall not be a Declining Lender. If Lenders constituting the Required unreasonably withheld, conditioned or delayed), each of which Additional Commitment Lenders shall have entered into an agreement in form and substance reasonably satisfactory to the Borrowers and the Administrative Agent pursuant to which such Additional Commitment Lender shall, effective as of the Extension Date, undertake a Commitment (and, if any such Additional Commitment Lender is already a Lender, its Commitment shall be in addition to such ▇▇▇▇▇▇’s Commitment hereunder on such date). (iv) If (and only if) the total of the Commitments of the Lenders that have agreed to a extend their Commitment Termination Date extension requestand the additional Commitments of the Additional Commitment Lenders shall be more than 50% of the aggregate amount of the Commitments in effect immediately prior to the Extension Date, then then, effective as of the Extension Date, the Commitment Termination Date shall, as to the Consenting Lenders, of each extending Lender and of each Additional Commitment Lender shall be extended to the first anniversary of the Existing Commitment Termination Date. The decision of any Lender to agree or withhold agreement to any extension request shall be at the sole discretion of such Lender. The Commitment of any Declining Lender shall terminate on the Existing Commitment Termination Date. The principal amount of any outstanding Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the accounts of such Declining Lenders hereunder, shall be due and payable on the Existing Commitment Termination Date, and on date falling one (1) year after the Existing Commitment Termination Date each Borrower shall also make (except that, if such other prepayments of its Loans date is not a Business Day, such Commitment Termination Date as so extended shall be required in order that, after giving effect to such prepayments the next preceding Business Day) and to the termination of the Commitments of, and all payments to, Declining Lenders pursuant to this sentence, (a) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment, (b) the Revolving Credit Exposure of any each Additional Commitment Lender shall not exceed its Commitment thereupon become a “Lender” for all purposes of this Agreement and the other Credit Documents. (cv) the Borrower Credit Exposure of either Borrower shall not exceed the Borrower Sublimit of such Borrower. Notwithstanding the foregoing, no the extension of the Commitment Termination Date shall become effective under pursuant to this Section unless 2.23(a) shall not be effective with respect to any Lender unless: (iA) no Default or Event of Default shall have occurred and be continuing on the effective date of such extension, the conditions set forth in Section 4.2 (it being understood extension and agreed that (A) all references to “Credit Extension Date” therein shall be deemed to refer to such effective date and after giving effect thereto; and (B) the representations and warranties contained in this Agreement are true and correct in all references to the “Closing Date” material respects (or if qualified by materiality or Material Adverse Effect, in (xall respects) Section 4.2.2 on and as it relates to Sections 5.5, 5.7 and 5.14(ii) and (y) in Sections 5.5, 5.7 and 5.14(ii) shall be deemed to refer to such effective date for purposes of determining satisfaction of the conditions set forth in Section 4.2 as date of such date) shall be satisfied extension and after giving effect thereto, as though made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as though the effectiveness of a specific date, as of such extension were a Credit Extensionspecific date). (vi) On or before the Commitment Termination Date of each Non-Extending Lender, the applicable Borrowers shall pay in full (i) the principal of and interest on all of the Revolving Loans made by such Non-Extending Lender to the Borrowers hereunder and (ii) the Agent shall have received a certificate all other amounts owing to that effect dated such effective date and executed by an Authorized Officer of the CompanyLender hereunder.

Extension of Commitment Termination Date. The Company(a) Subject to subclause (c), on behalf of both Borrowers, may, on not more than two occasions during from time to time after the term of this Agreement, by written notice to the Agent (which shall promptly deliver a copy to each of the Lenders) delivered not fewer than 45 days, and not more than 60 days, before any first anniversary of the Closing Date, but at least 45 days prior to the scheduled Maturity Date then in effect, the Borrowers may, by written notice from the Company to the Administrative Agent, request that the Lenders extend the scheduled Maturity Date then effective Commitment Termination Date (the “Existing Commitment Termination Date”) for an additional period of in effect be extended by one calendar year, effective as of a date specified selected by the Company (the “Extension Effective Date”); provided, that (i) the Company may make only one such request in any calendar year and no more than two such noticerequests during the term of this Agreement and (ii) the Extension Effective Date shall be at least 30 days, but not more than 90 days, after the date such extension request is received by the Administrative Agent (the “Extension Request Date”). Each Upon receipt of the extension request, the Administrative Agent shall promptly notify each Lender shallof such request. If a Lender agrees, by in its sole discretion, to so extend the Maturity Date applicable to its Commitment (an “Extending Lender”), it shall deliver to the Administrative Agent a written notice of its agreement to do so no later than 15 days after the Extension Request Date (or such later date to which the Company and the Administrative Agent given not later than shall agree), and the 20th day after Administrative Agent shall promptly thereafter notify the date Company of such Extending Lender’s agreement to extend the Commitment Termination Date applicable to such Lender’s Commitment and Revolving Loans (and such agreement shall be irrevocable until the Extension Effective Date). Subject to Section 2.17(b), the Commitment of any Lender that fails to accept or respond to the Borrowers’ request for extension of the Agent’s receipt of the Company’s notice, advise the Company whether or not it agrees to the requested extension Maturity Date (each Lender agreeing to a requested extension being called a “Consenting Lender” and each Lender declining to agree to a requested extension being called a “Declining Lender”) shall be terminated on the Maturity Date then in effect for such Lender (without regard to any extension by other Lenders) and on such Maturity Date the Borrowers shall pay in full the unpaid principal amount of all Revolving Loans owing to such Declining Lender, together with all accrued and unpaid interest thereon and all accrued and unpaid fees owing to such Declining Lender under this Agreement to the date of such payment of principal and all other amounts due to such Declining Lender under this Agreement. (b) The Administrative Agent shall promptly notify each Extending Lender of the aggregate Commitments of the Declining Lenders. Upon receipt by the Extending Lenders of notice of the Declining Lenders (the “Increase Request Date”). Any , each Extending Lender that has may offer to increase its respective Commitment by an amount not to exceed the aggregate amount of the Declining Lenders’ Commitments, and such Extending Lender shall deliver to the Administrative Agent a notice of its offer to so advised increase its Commitment no later than 15 days after the Increase Request Date (or such later date to which the Company and the Administrative Agent by shall agree), and such day offer shall be deemed irrevocable until the Extension Effective Date. To the extent the aggregate amount of additional Commitments that the Extending Lenders offer pursuant to the preceding sentence exceeds the aggregate amount of the Declining Lenders’ Commitments, such additional Commitments shall be reduced on a pro rata basis. To the extent the aggregate amount of Commitments that the Extending Lenders have declined so offered to extend is less than the aggregate amount of Commitments that the Company has so requested to be extended, the Company shall have the right to seek additional Commitments from other Persons. Once the Company has obtained offers to provide the full amount of any Declining Lender’s Commitments (whether from Extending Lenders or other Persons), the Company shall have the right but not the obligation to require any Declining Lender to (and any such Declining Lender shall) assign in full its rights and obligations (including all Commitments and Revolving Loans) under this Agreement to one or more banks or other financial institutions (which may be, but need not be, one or more of the Extending Lenders) which at the time agree to, in the case of any such Person that is an Extending Lender, increase its Commitment and in the case of any other such Person (a “New Lender”) become a party to this Agreement; provided that (i) such assignment is otherwise in compliance with Section 10.07, (ii) such Declining Lender receives payment in full of the unpaid principal amount of all Revolving Loans owing to such extension Declining Lender, together with all accrued and unpaid interest thereon and all fees accrued and unpaid under this Agreement to the date of such payment of principal and all other amounts due to such Declining Lender under this Agreement and (iii) any such assignment shall be a Declining Lender. If effective on the date on or before such Extension Effective Date as may be specified by the Company and agreed to by the respective New Lenders constituting and Extending Lenders, as the Required case may be, and the Administrative Agent. (c) If, but only if, Extending Lenders shall and New Lenders, as the case may be, have agreed to a Commitment Termination Date extension request, then the Commitment Termination Date shall, as provide Commitments in an aggregate amount equal to the Consenting Lenders, be extended to the first anniversary greater than 50% of the Existing Commitment Termination Date. The decision of any Lender to agree or withhold agreement to any extension request shall be at the sole discretion of such Lender. The Commitment of any Declining Lender shall terminate on the Existing Commitment Termination Date. The principal aggregate amount of any outstanding Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the accounts of such Declining Lenders hereunder, shall be due and payable on the Existing Commitment Termination Date, and on the Existing Commitment Termination Date each Borrower shall also make such other prepayments of its Loans as shall be required in order that, after giving effect to such prepayments and to the termination of the Commitments of, outstanding immediately prior to such Extension Effective Date and all payments to, Declining Lenders pursuant to this sentence, (a) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment, (b) the Revolving Credit Exposure of any Lender shall not exceed its Commitment and (c) the Borrower Credit Exposure of either Borrower shall not exceed the Borrower Sublimit of such Borrower. Notwithstanding the foregoing, no extension of the Commitment Termination Date shall become effective under this Section unless (i) on the effective date of such extension, the conditions set forth precedent in Section 4.2 4.01 (it being understood and agreed that (A) all references to “Credit Extension Date” therein shall be deemed to refer to such effective date and (B) all references to the “Closing Date” in (x) Section 4.2.2 as it relates to Sections 5.5, 5.7 and 5.14(iiother than 4.01(a)(vi) and (y) with respect to 4.01(a)(ix) no additional types of documentation shall be required as compared to the Closing Date) are met as of the Extension Effective Date, the Maturity Date in Sections 5.5, 5.7 effect with respect to the Commitments of such Extending Lenders and 5.14(iiNew Lenders (but not other Lenders that do not elect to extend) shall be deemed to refer to such effective date for purposes of determining satisfaction of the conditions set forth in Section 4.2 as of such date) shall be satisfied as of such date (as though the effectiveness of such extension were a Credit Extension) and (ii) the Agent shall have received a certificate to that effect dated such effective date and executed extended by an Authorized Officer of the Companyone calendar year.

Extension of Commitment Termination Date. The Company, on behalf 2.24.1. Borrower may request a one year extension of both Borrowers, may, on not the then-scheduled Commitment Termination Date by submitting a request for an extension to the Administrative Agent (an “Extension Request”) no more than two occasions during the term of this Agreement, by written notice 90 days prior to the Agent (which shall promptly deliver a copy to each of the Lenders) delivered not fewer than 45 days, and not more than 60 days, before any anniversary of the Closing Date, request date of this Agreement; provided that Borrower may make no more than two such requests. Any Extension Request shall specify the date (which must be at least 30 days after the Extension Request is delivered to the Administrative Agent) as of which the Lenders extend the then effective Commitment Termination Date must respond to such Extension Request (the “Existing Commitment Termination Response Date”) for ). Promptly upon receipt of an additional period Extension Request, the Administrative Agent shall notify each Lender of one year, effective as of a date specified in such noticethe contents thereof. Each Lender shall, by notice to the Company and the Agent given not later than the 20th day after the date of the Agent’s receipt of the Company’s noticeResponse Date for any Extension Request, advise the Company whether or not it agrees deliver a written response to the requested extension Administrative Agent approving or rejecting such Extension Request (each Lender agreeing to a requested extension being called a “Consenting Lender” and each Lender declining to agree to a requested extension being called a “Declining Lender”). Any any Lender that has not so advised fails to deliver such a response by the Company and the Agent by such day Response Date shall be deemed to have declined to agree to rejected such extension and shall be a Declining LenderExtension Request). If Lenders constituting the Required Lenders shall that have agreed to a Commitment Termination Date extension request, then the Commitment Termination Date shall, as to the Consenting Lenders, be extended to the first anniversary Pro Rata Shares of the Existing Commitment Termination Date. The decision of any Lender to agree or withhold agreement to any extension request more than 50% approve an Extension Request (which approval shall be at the sole discretion of such each Lender. The Commitment of any Declining Lender shall terminate on ), then the Existing Commitment Termination Date. The principal amount of any outstanding Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the accounts of such Declining Lenders hereunder, shall be due and payable on the Existing Commitment Termination Date, and on the Existing scheduled Commitment Termination Date for each Borrower shall also make such other prepayments of its Loans as approving Lender shall be required in order extended to the date that is one year after the previously scheduled Commitment Termination Date (but the scheduled Commitment Termination Date for each other Lender shall remain unchanged). If Lenders that have Pro Rata Shares of 50% or more reject an Extension Request, then the Commitment Termination Date for all Lenders shall remain unchanged. 2.24.2. If a Lender does not approve an Extension Request (any such Lender, a “Non-Consenting Lender”), Borrower may elect to replace such Non-Consenting Lender as a Lender party to this Agreement, provided that no Default or Unmatured Default shall have occurred and be continuing at the time of such replacement, and provided further that, after giving effect concurrently with such replacement, another bank or other entity reasonably satisfactory to such prepayments Borrower, the LC Issuer and to the termination Administrative Agent shall enter into an assignment agreement substantially in the form of Exhibit E in compliance with the Commitments of, and all payments to, Declining Lenders pursuant to this sentence, (a) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment, (b) the Revolving Credit Exposure requirements of any Lender shall not exceed its Commitment and (c) the Borrower Credit Exposure of either Borrower shall not exceed the Borrower Sublimit of such BorrowerSection 12.3. 2.24.3. Notwithstanding the foregoing, no extension of the Commitment Termination Date pursuant to this Section 2.24 shall become effective under this Section as to any Lender unless (ia) on no Default or Unmatured Default shall have occurred and be continuing as of the effective date of such extension, ; and (b) the conditions set forth representations and warranties in Section 4.2 (it being understood and agreed that (A) all references to “Credit Extension Date” therein Article V shall be deemed to refer to true and correct as of the date of such effective date and extension (B) all references except to the “Closing Date” extent that any such representation or warranty is expressly stated to have been made as of a specific date, in (x) Section 4.2.2 as it relates to Sections 5.5, 5.7 and 5.14(ii) and (y) in Sections 5.5, 5.7 and 5.14(ii) which case such representation or warranty shall be deemed to refer to such effective date for purposes of determining satisfaction of the conditions set forth in Section 4.2 true and correct as of such specific date) shall be satisfied as of such date (as though the effectiveness of such extension were a Credit Extension) and (ii) the Agent shall have received a certificate to that effect dated such effective date and executed by an Authorized Officer of the Company).

Extension of Commitment Termination Date. (a) The Company, on behalf of both Borrowers, Funds may, on not more than two occasions during the term of this Agreement, by written notice to the Administrative Agent (which shall promptly deliver a copy to each of notify the LendersBanks) delivered given not fewer less than 45 days, 60 days and not more than 60 days, before any anniversary of the Closing 90 days prior to the Commitment Termination Date then in effect (the "Existing Commitment Termination Date"), request that the Lenders Banks extend the then effective Commitment Termination Date for an additional 364 days from the Existing Commitment Termination Date. Each Bank, acting in its sole discretion, shall, by notice (which shall be irrevocable) to the Funds and the Administrative Agent given no earlier than the date that is 30 days prior to the Existing Commitment Termination Date (herein, the “Existing Commitment Termination "Consent Date”") for an additional period of one year, effective as of a date specified in such notice. Each Lender shall, by notice to the Company and the Agent given not no later than the 20th day date that is three Business Days after the date of the Agent’s receipt of the Company’s noticeConsent Date, advise the Company Funds whether or not it such Bank agrees to such extension; provided that each Bank that determines not to extend the requested Commitment Termination Date (a "Non-Extending Bank") shall notify the Administrative Agent (which shall notify the Banks) of such fact promptly after such determination (but in any event no later than the date three Business Days after the Consent Date) and any Bank that does not advise the Funds on or prior to the date three Business Days after the Consent Date that such Bank agrees to such extension (each Lender agreeing to a requested extension being called a “Consenting Lender” and each Lender declining to agree to a requested extension being called a “Declining Lender”). Any Lender that has not so advised the Company and the Agent by such day shall be deemed to have declined be a Non-Extending Bank. The election of any Bank to agree to such extension and shall be a Declining Lender. If Lenders constituting the Required Lenders not obligate any other Bank to so agree. (b) The Funds shall have agreed to a the right on or before the Existing Commitment Termination Date extension requestto request that the Administrative Agent and/or Chase, then in good faith, seek to replace each Non-Extending Bank with, and otherwise add to this Agreement, one or more other banks (which may include any Bank, each prior to the Existing Commitment Termination Date Date, an "Additional Commitment Bank"), each of which Additional Commitment Banks shall have entered into an agreement in form and substance satisfactory to the Funds and the Administrative Agent pursuant to which such Additional Commitment Bank shall, effective as to the Consenting Lenders, be extended to the first anniversary of the Existing Commitment Termination Date, undertake a Commitment specified therein and otherwise become obligated as a Bank hereunder (and, if any such Additional Commitment Bank is already a Bank, its Commitment shall be in addition to such Bank's Commitment hereunder on such date). The decision Funds shall also have the right to replace each Non-Extending Bank in the same manner described herein, except that any bank selected by the Funds must be approved by the Administrative Agent (which approval shall not be unreasonably withheld). (c) If (and only if) the total of any Lender the Commitments of the Banks that have agreed so to agree or withhold agreement to any extension request extend the Commitment Termination Date and the additional Commitments of the Additional Commitment Banks shall be at least 100% of the sole discretion aggregate amount of the Commitments in effect immediately prior to the date that is three Business Days after the Consent Date, then, effective as of the Existing Commitment Termination Date, (i) the Existing Commitment Termination Date shall be extended to the date falling 364 days after the Existing Commitment Termination Date (except that, if such Lender. The date is not a Business Day, such Commitment Termination Date as so extended shall be the next preceding Business Day), (ii) each Additional Commitment Bank shall thereupon become a "Bank" for all purposes of this Agreement and (iii) the Commitment of each Non-Extending Bank shall terminate. (d) Notwithstanding the foregoing clauses (a) through (c), the extension of the Existing Commitment Termination Date shall not be effective with respect to any Declining Lender Bank unless: (i) no Default shall terminate have occurred and be continuing on each of the date of the notice requesting such extension, on the Consent Date and on the Existing Commitment Termination Date. The principal amount ; (ii) each of any outstanding Loans the representations and warranties made by Declining Lenders, together with any accrued interest thereon the Funds and any accrued fees and other amounts payable to or for the accounts of such Declining Lenders hereunder, Borrowers in Section 7 hereof shall be due true and payable complete on and as of each of the Existing Commitment Termination Datedate of the notice requesting such extension, the Consent Date and on the Existing Commitment Termination Date each Borrower shall also make such other prepayments of its Loans with the same force and effect as shall be required in order that, after giving effect to such prepayments if made on and to the termination of the Commitments of, and all payments to, Declining Lenders pursuant to this sentence, (a) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment, (b) the Revolving Credit Exposure of any Lender shall not exceed its Commitment and (c) the Borrower Credit Exposure of either Borrower shall not exceed the Borrower Sublimit of such Borrower. Notwithstanding the foregoing, no extension of the Commitment Termination Date shall become effective under this Section unless (i) on the effective date of such extension, the conditions set forth in Section 4.2 (it being understood and agreed that (A) all references to “Credit Extension Date” therein shall be deemed to refer to such effective date and (B) all references to the “Closing Date” in (x) Section 4.2.2 as it relates to Sections 5.5, 5.7 and 5.14(ii) and (y) in Sections 5.5, 5.7 and 5.14(ii) shall be deemed to refer to such effective date for purposes of determining satisfaction of the conditions set forth in Section 4.2 as of such date) shall be satisfied as of such date (or, if any such representation or warranty is expressly stated to have been made as though the effectiveness of a specific date, as of such extension were a Credit Extensionspecific date); and (iii) and (ii) the Agent each Non-Extending Bank shall have received a certificate been paid in full by the Funds all amounts due to that effect dated such effective date and executed by an Authorized Officer of Bank hereunder on or before the CompanyExisting Termination Date.

Extension of Commitment Termination Date. (a) The Company, on behalf of both Borrowers, Company may, on not more than two occasions during the term of this Agreement, by written notice to the Administrative Agent (which shall promptly deliver a copy to each of notify the Lenders) delivered not fewer than 45 days, and not more than 60 days, before any anniversary of days and not less than 30 days prior to the Closing Date, request that the Lenders extend the then effective Commitment Termination Date then in effect hereunder (the “Existing Commitment Termination Date”), request (each, an “Extension Request”) that the Lenders extend the Existing Commitment Termination Date for an additional period of one year364 days from the Existing Commitment Termination Date (or if such date is not a Business Day, effective as of a date specified in such noticethe next preceding Business Day). Each Lender Lender, acting in its sole discretion, shall, by notice to the Company and the Administrative Agent given not later than the 20th date 20 days (or such later day after the date of the Agent’s receipt of as shall be acceptable to the Company’s notice) prior to the Existing Commitment Termination Date (provided that, if such date is not a Business Day, then such notice shall be given not later than the next succeeding Business Day), advise the Company and the Administrative Agent whether or not it such Lender agrees to the requested extension (each Lender agreeing to a requested extension being called a “Consenting Lender” and each Lender declining to agree to a requested extension being called a “Declining Lender”). Any such extension; provided that any Lender that has does not so advised advise the Company and the Agent by such day shall be deemed to have declined rejected such Extension Request (any such Lender which shall have rejected or is deemed to have rejected such extension being a “Non-Extending Lender”). The election of any Lender to agree to such extension and shall be a Declining Lender. If Lenders constituting the Required Lenders not obligate any other Lender to so agree. (b) The Company shall have the right, at any time prior to the Existing Commitment Termination Date, unless an Event of Default shall have occurred and be continuing, to replace any Non-Extending Lender with, and otherwise add to this Agreement, one or more Additional Commitment Lenders. Each Additional Commitment Lender shall enter into an agreement with the Company and the Administrative Agent, in form and substance satisfactory to the Company and the Administrative Agent, pursuant to which such Additional Commitment Lender shall, effective as of such Existing Commitment Termination Date, provide a new or additional Commitment hereunder in the amount specified therein and (if not then an existing Lender) become a Lender hereunder. (c) If (and only if) the total of the Commitments of the Lenders that have agreed in connection with any Extension Request to a extend the Existing Commitment Termination Date extension request, then and (if applicable) the additional Commitments of the Additional Commitment Lender(s) shall be at least 50% of the aggregate amount of the Commitments in effect immediately prior to the Existing Commitment Termination Date shallDate, then, effective as to the Consenting Lenders, be extended to the first anniversary of the Existing Commitment Termination Date. The decision , the Commitment Termination Date, but only with respect to the Commitment of each Lender that has agreed to so extend its Commitment and (if applicable) each Additional Commitment Lender that has replaced a Non-Extending Lender, shall be extended to the date that is 364 days after the Existing Commitment Termination Date (or, if such date is not a Business Day, the immediately preceding Business Day) and (if not then an existing Lender) each Additional Commitment Lender shall thereupon become a “Lender” for all purposes of this Agreement; provided that the extension of the Existing Commitment Termination Date shall not be effective with respect to any Lender unless as of the Existing Commitment Termination Date: (i) no Default shall have occurred and be continuing; (ii) the representations and warranties set forth in Article III shall be true and correct on and as of the Existing Commitment Termination Date as if made on and as of such date (or, if any such representation or warranty is expressly stated to agree or withhold agreement have been made as of a specific date, as of such specific date); (iii) the Administrative Agent shall have received a certificate of a Financial Officer stating that the conditions with respect to such extension have been satisfied; (iv) the Administrative Agent shall have received such evidence of the authority of the Borrowers to effect such extension as it may reasonably request; and (v) all amounts payable hereunder to any extension request Non-Extending Lender shall be at have been paid in full. Upon the sole discretion effectiveness of such Lender. The extension, the Administrative Agent shall record the relevant information in the Register and give prompt notice of such extension to the Company and the Lenders. (d) Notwithstanding anything herein to the contrary, the Commitment of any Declining Non-Extending Lender shall terminate and the Loans made by such Non-Extending Lender to any Borrower hereunder shall mature and be payable by such Borrower, and all other amounts owing to such Non-Extending Lender hereunder shall be payable, on the Existing Commitment Termination Date. The principal amount of any outstanding Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the accounts of such Declining Lenders hereunder, shall be due and payable on the Existing Commitment Termination Date, and on the Existing Commitment Termination Date each Borrower shall also make such other prepayments of its Loans as shall be required in order that, after giving effect to such prepayments and to the termination of the Commitments of, and all payments to, Declining Lenders pursuant to this sentence, (a) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment, (b) the Revolving Credit Exposure of any Lender shall not exceed its Commitment and (c) the Borrower Credit Exposure of either Borrower shall not exceed the Borrower Sublimit of such Borrower. Notwithstanding the foregoing, no extension of the Commitment Termination Date shall become effective under this Section unless (i) on the effective date of such extension, the conditions set forth in Section 4.2 (it being understood and agreed that (A) all references to “Credit Extension Date” therein shall be deemed to refer to such effective date and (B) all references to the “Closing Date” in (x) Section 4.2.2 as it relates to Sections 5.5, 5.7 and 5.14(ii) and (y) in Sections 5.5, 5.7 and 5.14(ii) shall be deemed to refer to such effective date for purposes of determining satisfaction of the conditions set forth in Section 4.2 as of such date) shall be satisfied as of such date (as though the effectiveness of such extension were a Credit Extension) and (ii) the Agent shall have received a certificate to that effect dated such effective date and executed by an Authorized Officer of the Company.

Extension of Commitment Termination Date. (a) The Company, on behalf of both Borrowers, Borrower may, on not more than two occasions during the term of this Agreement, by written notice to the Managing Administrative Agent (which shall promptly deliver a copy to each of the Lenderssuch notice being an “Extension Notice”) delivered not fewer given no earlier than 60 days and no later than 45 days, and not more than 60 days, before any anniversary of days prior to the Closing Commitment Termination Date, request that the Lenders to consider an extension of the then applicable Commitment Termination Date to a date 364 days after the then applicable Commitment Termination Date. The Managing Administrative Agent shall promptly transmit any Extension Notice to each Lender. Each Lender shall notify the Managing Administrative Agent whether it wishes to extend the then effective applicable Commitment Termination Date (the “Existing no later than 20 days prior to such Commitment Termination Date”) for an additional period of one year, effective as of and any such notice given by a date specified in such notice. Each Lender shall, by notice to the Company and the Agent given not later than the 20th day after the date of the Managing Administrative Agent’s receipt of the Company’s notice, advise the Company whether or not it agrees once given, shall be irrevocable as to the requested extension (each Lender agreeing to a requested extension being called a “Consenting such Lender” and each Lender declining to agree to a requested extension being called a “Declining Lender”). Any Lender which does not expressly notify the Managing Administrative Agent prior to such 20-day period that has not it wishes to so advised extend the Company and the Agent by such day then applicable Commitment Termination Date shall be deemed to have declined to agree to rejected the Borrower’s request for extension of such extension and shall be a Declining Lender. If Lenders constituting the Required Lenders shall have agreed to a Commitment Termination Date extension request, then the Commitment Termination Date shall, as to the Consenting Lenders, be extended to the first anniversary of the Existing Commitment Termination Date. The decision of any Lender Lenders consenting to agree extend the then applicable Commitment Termination Date are hereinafter referred to as “Extending Lenders”, and Lenders declining to consent to extend such Commitment Termination Date (or withhold agreement Lenders deemed to any extension request shall be at have so declined) are hereinafter referred to as “Non-Extending Lenders”. If the Required Lenders have elected (in their sole discretion of such Lender. The Commitment of any Declining Lender shall terminate on and absolute discretion) to so extend the Existing Commitment Termination Date. The principal amount of any outstanding Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the accounts Managing Administrative Agent shall notify the Borrower of such Declining election by such Required Lenders hereunder, shall be due and payable on the Existing no later than 15 days prior to such Commitment Termination Date, and on upon receipt of such notice the Existing Borrower shall promptly inform the Managing Administrative Agent whether or not it wishes to extend the Commitment Termination Date each with respect to the Commitments of the Extending Lenders. In the event that the Borrower shall also make elects to accept the Extending Lenders’ offer to extend the Commitment Termination Date, the Commitment Termination Date of such other prepayments of its Loans as Extending Lenders shall be required in order that, after giving effect to such prepayments and to so extended. No extension will be permitted hereunder if the termination of Borrower has selected the Commitments of, and all payments to, Declining Lenders Term-Out Maturity Date pursuant to this sentence, (a) Section 2.09(a). Upon the Aggregate Outstanding Credit Exposure shall not exceed delivery of an Extension Notice and upon the Aggregate Commitment, (b) the Revolving Credit Exposure of any Lender shall not exceed its Commitment and (c) the Borrower Credit Exposure of either Borrower shall not exceed the Borrower Sublimit of such Borrower. Notwithstanding the foregoing, no extension of the Commitment Termination Date shall become effective under pursuant to this Section unless (i) 2.19, the Borrower shall be deemed to have represented and warranted on and as of the date of such Extension Notice and the effective date of such extension, as the conditions set forth case may be, that no Default or Event of Default has occurred and is continuing. Notwithstanding anything contained in this Agreement to the contrary, no Lender shall have any obligation to extend the Commitment Termination Date, and each Lender may at its option, unconditionally and without cause, decline to extend the Commitment Termination Date. (b) If the Commitment Termination Date shall have been extended in accordance with Section 4.2 (it being understood and agreed that (A) 2.19(a), all references to “Credit Extension Date” therein shall be deemed to refer to such effective date and (B) all references herein to the “Closing Commitment Termination Date” shall refer to the Commitment Termination Date as so extended and all references herein to the “Term-Out Maturity Date” shall refer to a date which is the first anniversary of the Commitment Termination Date as so extended. (c) If any Lender shall determine not to extend the Commitment Termination Date as requested by any Extension Notice given by the Borrower pursuant to Section 2.19(a), the Commitment of such Lender shall terminate on the Commitment Termination Date without giving any effect to such proposed extension, and the Borrower shall on such date pay to the Managing Administrative Agent, for the account of such Lender, the principal amount of, and accrued interest on, such Lender’s Loans, together with any amounts payable to such Lender pursuant to Section 2.15 and any fees or other amounts owing to such Lender under this Agreement. The Aggregate Commitment shall be reduced by the amount of the Commitment of such Non-Extending Lender. (d) If the Commitment Termination Date shall have been extended in respect of Extending Lenders in accordance with Section 2.19(a), any notice of borrowing pursuant to Section 2.03 specifying a Borrowing Date occurring after the Commitment Termination Date applicable to a Non-Extending Lender or requesting an Interest Period extending beyond such date shall (xa) Section 4.2.2 as it relates to Sections 5.5, 5.7 and 5.14(ii) have no effect in respect of such Non-Extending Lender and (yb) in Sections 5.5, 5.7 and 5.14(ii) shall be deemed to refer to such effective date for purposes of determining satisfaction not specify a requested aggregate principal amount exceeding the Aggregate Available Commitment (calculated on the basis of the conditions set forth in Section 4.2 as of such date) shall be satisfied as of such date (as though the effectiveness of such extension were a Credit Extension) and (ii) the Agent shall have received a certificate to that effect dated such effective date and executed by an Authorized Officer Commitments of the CompanyExtending Lenders).

Extension of Commitment Termination Date. (a) The Company, on behalf of both Borrowers, Company may, on not more than two occasions during the term of this Agreement, by written notice to the Administrative Agent (which shall promptly deliver a copy to each of the LendersBanks) delivered not fewer less than 45 days, days and not more than 60 days, before any anniversary of days prior to the Closing Date, request that the Lenders extend the then effective Commitment Termination Date then in effect hereunder (the “Existing Commitment Termination Date”) ), request that the Banks extend the Commitment Termination Date for an additional period of one year, effective 364 days from the Consent Date (as of a date specified in such noticedefined below). Each Lender Bank, acting in its sole discretion, shall, by notice to the Company Administrative Agent (which shall as promptly as practicable notify the Company) given on the date (and, subject to the proviso below, only on the date) 30 days prior to the Existing Commitment Termination Date (provided that, if such date is not a Business Day, then such notice shall be given on the next succeeding Business Day) (the “Consent Date”), advise the Administrative Agent (which shall as promptly as practicable notify the Company) whether or not such Bank agrees to such extension; provided that, if such Bank gives notice of its consent to such extension prior to the Consent Date, such Bank may revoke such notice by giving a subsequent notice to the Administrative Agent and the Company at any time prior to the Consent Date; provided further that each Bank that determines not to extend the Commitment Termination Date (a “Non-extending Bank”) shall notify the Administrative Agent given not (which shall as promptly as practicable notify the Company) of such fact promptly after such determination (but in any event no later than the 20th day after the date of the Agent’s receipt of the Company’s notice, Consent Date) and any Bank that does not advise the Company whether Administrative Agent on or not it agrees to before the requested extension (each Lender agreeing to a requested extension being called a “Consenting Lender” and each Lender declining to agree to a requested extension being called a “Declining Lender”). Any Lender that has not so advised the Company and the Agent by such day Consent Date shall be deemed to have declined be a Non-extending Bank. The election of any Bank to agree to such extension and shall be a Declining Lender. If Lenders constituting the Required Lenders not obligate any other Bank to agree. (b) The Company shall have agreed to a the right on or before the Existing Commitment Termination Date extension requestto replace each Non-extending Bank with one or more other banks (which may include any Bank, then each prior to the Existing Commitment Termination Date an “Additional Commitment Bank”), in the case an Additional Commitment Bank that is not a Bank with the approval of the Administrative Agent (which approval shall not be unreasonably withheld), each of which Additional Commitment Banks shall have entered into an agreement in form and substance satisfactory to the Company and the Administrative Agent pursuant to which such Additional Commitment Bank shall, effective as to the Consenting Lenders, be extended to the first anniversary of the Existing Commitment Termination Date, undertake a Commitment (if any such Additional Commitment Bank is a Bank, its Commitment shall be in addition to such Bank’s Commitment hereunder on such date). (c) If (and only if) Banks holding Commitments that, together with the additional Commitments of the Additional Commitment Banks that will become effective on the Existing Commitment Termination Date, aggregate at least 50% of the aggregate amount of the Commitments (not including the additional Commitments of the Additional Commitment Banks) on the Consent Date shall have agreed to extend the Existing Commitment Termination Date, then, effective as of the Existing Commitment Termination Date, the Existing Commitment Termination Date shall be extended to the date falling 364 days after the Consent Date (provided that, if such date is not a Business Day, then such Commitment Termination Date as so extended shall be the next preceding Business Day) and each Additional Commitment Bank that is not a Bank prior to such date shall thereupon become a “Bank” for all purposes of this Agreement. The decision Notwithstanding the foregoing, the extension of any Lender to agree or withhold agreement the Existing Commitment Termination Date shall not be effective with respect to any extension request Bank unless: (i) no Default shall have occurred and be continuing on each of the date of the notice requesting such extension, the Consent Date and the Existing Commitment Termination Date; (ii) each of the representations and warranties of the Borrowers in Section 7 hereof shall be at true and correct on and as of each of the sole discretion date of the notice requesting such extension, the Consent Date and the Existing Commitment Termination Date with the same force and effect as if made on and as of each such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such Lenderspecific date); and (iii) each Non-extending Bank shall have been paid in full by the Company or any other Borrower all amounts owing to such Bank hereunder on or before the Existing Commitment Termination Date. The Even if the Existing Commitment Termination Date is extended as aforesaid, the Commitment of any Declining Lender each Non-extending Bank shall terminate on the Existing Commitment Termination Date. The principal amount of any outstanding Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the accounts of such Declining Lenders hereunder, shall be due and payable on the Existing Commitment Termination Date, and on the Existing Commitment Termination Date each Borrower shall also make such other prepayments of its Loans as shall be required in order that, after giving effect to such prepayments and to the termination of the Commitments of, and all payments to, Declining Lenders pursuant to this sentence, (a) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment, (b) the Revolving Credit Exposure of any Lender shall not exceed its Commitment and (c) the Borrower Credit Exposure of either Borrower shall not exceed the Borrower Sublimit of such Borrower. Notwithstanding the foregoing, no extension of the Commitment Termination Date shall become effective under this Section unless (i) on the effective date of such extension, the conditions set forth in Section 4.2 (it being understood and agreed that (A) all references to “Credit Extension Date” therein shall be deemed to refer to such effective date and (B) all references to the “Closing Date” in (x) Section 4.2.2 as it relates to Sections 5.5, 5.7 and 5.14(ii) and (y) in Sections 5.5, 5.7 and 5.14(ii) shall be deemed to refer to such effective date for purposes of determining satisfaction of the conditions set forth in Section 4.2 as of such date) shall be satisfied as of such date (as though the effectiveness of such extension were a Credit Extension) and (ii) the Agent shall have received a certificate to that effect dated such effective date and executed by an Authorized Officer of the Company.

Extension of Commitment Termination Date. The Company(a) Provided that no Default shall exist, on behalf of both Borrowers, may, on not more than two occasions during the term of this Agreement, by written notice to the Agent (which shall promptly deliver a copy to each of the Lenders) delivered not fewer than 45 days, and not more than 60 days, before any anniversary of the Closing Date, Parent Borrower may request that the Commitment Termination Date be extended for additional years (but in no event by more than one year per request) by giving written notice thereof (each an "Extension Request") to the Administrative Agent at any time (but in no event more than 120 days but not less than 90 days prior to the then current Commitment Termination Date) and, upon receipt of each such notice, the Administrative Agent shall promptly notify each Lender thereof. Subject to Section 2.11(b), the then current Commitment Termination Date shall not be extended unless and until each Lender, in its sole and absolute discretion, shall have consented in writing to such request, in which event such then current Commitment Termination Date shall be extended to the day which is one year after the then current Commitment Termination Date, provided that if such day is not a Business Day, then such then current Commitment Termination Date shall be extended to the immediately preceding Business Day. Subject to Section 2.11(b), in the event that any Lender shall not have granted its consent to an Extension Request, the then current Commitment Termination Date shall remain in effect. Each Lender shall respond to each Extension Request by no later than the 30th day following the date of the relevant Extension Request (each an "Expiration Date"), provided that each Lender which shall have failed so to respond by such time shall be deemed not to have consented thereto. In the event that any Lender declines to grant an Extension Request, the Administrative Agent shall notify the Parent Borrower of the name of each such Lender. (b) Notwithstanding any provision of Section 2.11(a) to the contrary, in the event that Lenders having Commitment Amounts equal to or more than 51% of the Aggregate Commitment Amount desire to extend the then effective Commitment Termination Date pursuant to Section 2.11(a) (collectively, the "Continuing Lenders"), the Parent Borrower shall have the right, provided that no Default shall have occurred and be continuing, to replace or remove any Lender that does not desire to extend the Commitment Termination Date (each a "Non-Extending Lender") by giving the “Existing Commitment Termination Date”) for an additional period of one yearAdministrative Agent notice, effective as of a date specified in such notice. Each Lender shall, by notice to the Company and the Agent given not no later than the 20th day 20 days after the date relevant Expiration Date, of its intent to extend the Agent’s receipt of the Company’s notice, advise the Company whether or not it agrees to the requested extension (each Lender agreeing to a requested extension being called a “Consenting Lender” and each Lender declining to agree to a requested extension being called a “Declining Lender”). Any Lender that has not so advised the Company and the Agent by such day shall be deemed to have declined to agree to such extension and shall be a Declining Lender. If Lenders constituting the Required Lenders shall have agreed to a Commitment Termination Date extension request, then the Commitment Termination Date shall, as to the Consenting Lenders, be extended to the first anniversary of the Existing Commitment Termination Date. The decision of any Lender On or prior to agree or withhold agreement to any extension request shall be at the sole discretion of such Lender. The Commitment of any Declining Lender shall terminate on the Existing then current Commitment Termination Date. The principal , the Parent Borrower shall, with respect to each Non-Extending Lender, either (i) reduce the Aggregate Commitment Amount to an amount equal to the aggregate Commitment Amounts of any outstanding Loans made by Declining Lendersthe Continuing Lenders and pay or cause to be paid to the Administrative Agent for the account of such Non-Extending Lender all principal, together with any accrued interest thereon and any accrued interest, fees and other amounts payable accrued or owing to or for such Non-Extending Lender under the accounts Loan Documents (in which case, the Commitment of such Declining Lenders hereunder, shall be due and payable on the Existing Commitment Termination Date, and on the Existing Commitment Termination Date each Borrower shall also make such other prepayments of its Loans as shall be required in order that, after giving effect to such prepayments and to the termination of the Commitments of, and all payments to, Declining Lenders pursuant to this sentence, (a) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment, (b) the Revolving Credit Exposure of any Non-Extending Lender shall not exceed its Commitment and (c) the Borrower Credit Exposure of either Borrower shall not exceed the Borrower Sublimit of such Borrower. Notwithstanding the foregoingautomatically terminate), no extension of the Commitment Termination Date shall become effective under this Section unless (i) on the effective date of such extension, the conditions set forth in Section 4.2 (it being understood and agreed that (A) all references to “Credit Extension Date” therein shall be deemed to refer to such effective date and (B) all references to the “Closing Date” in (x) Section 4.2.2 as it relates to Sections 5.5, 5.7 and 5.14(ii) and (y) in Sections 5.5, 5.7 and 5.14(ii) shall be deemed to refer to such effective date for purposes of determining satisfaction of the conditions set forth in Section 4.2 as of such date) shall be satisfied as of such date (as though the effectiveness of such extension were a Credit Extension) and or (ii) the Agent shall have received a certificate to that effect dated replace such effective date and executed by an Authorized Officer of the Company.Non-

Extension of Commitment Termination Date. (a) The Company, on behalf of both Borrowers, Borrower may, on not more than two occasions during from time to time after the term first anniversary of this Agreementthe Closing Date, but at least 45 days prior to the Revolving Commitment Termination Date then in effect, by written notice to the Administrative Agent (which shall promptly deliver a copy to each of the Lenders) delivered not fewer than 45 days, and not more than 60 days, before any anniversary of the Closing Date, request that the Lenders each Lender extend the then effective Revolving Commitment Termination Date then in effect for such Lender (the “Existing Commitment Termination Date”) for an additional period of one yearyear from the Existing Termination Date, effective as of a date specified selected by the Borrower (the “Extension Effective Date”); provided, that (i) the Borrower may only make one such request during any period of 365 consecutive days, (ii) no more than two (2) such requests may be made during the term of this Agreement and (ii) the Extension Effective Date shall be at least 45 days, but not more than 60 days, after the date such extension request is received by the Administrative Agent (the “Extension Request Date”). Upon receipt of the extension request, the Administrative Agent shall promptly notify each Lender of such request. If a Lender agrees, in its sole discretion, to so extend the Revolving Commitment Termination Date applicable to its Revolving Commitment (an “Extending Lender”), it shall deliver to the Administrative Agent a written notice of its agreement to do so no later than 15 days after the Extension Request Date (or such noticelater date to which the Borrower and the Administrative Agent shall agree), and the Administrative Agent shall promptly thereafter notify the Borrower of such Extending Lender’s agreement to extend the Existing Termination Date (and such agreement shall be irrevocable until the Extension Effective Date). (b) The Revolving Commitment of any Lender that fails to accept or respond to the Borrower’s request for extension of the Revolving Commitment Termination Date within the time period provided above (a “Non-Extending Lender”) shall be terminated on the Revolving Commitment Termination Date then in effect for such Lender (without regard to any extension by other Lenders) and on such Existing Termination Date the Borrower shall pay in full the unpaid principal amount of all Revolving Loans owing to such Non - Extending Lender, together with all accrued and unpaid interest thereon and all accrued and unpaid fees owing to such Non -Extending Lender under this Agreement to the date of such payment of principal and all other amounts due to such Non - Extending Lender under this Agreement. Each The Administrative Agent shall promptly notify each Extending Lender of the aggregate Revolving Commitments of the Non-Extending Lenders. (c) The Borrower shall have the right to replace each Non - Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more Eligible Assignees (each, an “Additional Commitment Lender”) as provided in Section 2.22; provided that each of such Additional Commitment Lenders shall enter into an Assignment and Acceptance pursuant to which such Additional Commitment Lender shall, by notice effective as of the Existing Maturity Date, undertake a Commitment (and, if any such Additional Commitment Lender is already a Lender, its Commitment shall be in addition to such Lender’s Commitment hereunder on such date). (d) If (and only if) the total of the Commitments of the Extending Lenders and the additional Commitments of the Additional Commitment Lenders shall be more than 50% of the Aggregate Revolving Commitments in effect immediately prior to the Company and the Agent given not later than the 20th day after the date Existing Termination Date, then, effective as of the Agent’s receipt of Extension Effective Date, the Company’s notice, advise the Company whether or not it agrees to the requested extension (each Lender agreeing to a requested extension being called a “Consenting Lender” and each Lender declining to agree to a requested extension being called a “Declining Lender”). Any Lender that has not so advised the Company and the Agent by such day shall be deemed to have declined to agree to such extension and shall be a Declining Lender. If Lenders constituting the Required Lenders shall have agreed to a Revolving Commitment Termination Date extension request, then the of each Extending Lender and of each Additional Commitment Termination Date shall, as to the Consenting Lenders, Lender shall be extended to the first anniversary of date falling one year after the Existing Commitment Termination Date. The decision of any Lender to agree or withhold agreement to any extension request Date (except that, if such date is not a Business Day, such Maturity Date as so extended shall be at the sole discretion of such Lender. The next preceding Business Day) and each Additional Commitment of any Declining Lender shall terminate thereupon become a “Lender” for all purposes of this Agreement. For the avoidance of doubt, the Borrower shall be permitted, on the Existing Commitment Termination Date. The principal amount of Date applicable to any outstanding Loans made by Declining LendersNon-Extending Lender, together with pay any accrued such Non-Extending Lender in full for all principal, interest thereon and any accrued fees and other amounts payable owing to or for such Non-Extending Lender under this Agreement and reduce the accounts Aggregate Revolving Commitments of the Lenders by the amount of the Commitments of such Declining Non-Extending Lenders hereunderon such Existing Termination Date. (e) As a condition precedent to the effectiveness of such extension, the Borrower shall be due and payable deliver to the Administrative Agent a certificate (together with certified resolutions adopted by the Borrower approving or otherwise consenting to such extension) on or prior to the Existing Commitment Termination Date, and on Maturity Date signed by a Responsible Officer of the Existing Commitment Termination Date each Borrower shall also make such other prepayments of its Loans as shall be required in order certifying that, before and after giving effect to such prepayments and to the termination of the Commitments ofextension, and all payments to, Declining Lenders pursuant to this sentence, (a) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment, (b) the Revolving Credit Exposure of any Lender shall not exceed its Commitment and (c) the Borrower Credit Exposure of either Borrower shall not exceed the Borrower Sublimit of such Borrower. Notwithstanding the foregoing, no extension of the Commitment Termination Date shall become effective under this Section unless (i) on the effective date of representations and warranties contained in Article IV are true and correct in all material respects (except to the extent that such extensionrepresentations and warranties are already qualified by materiality, the conditions set forth in Section 4.2 (it being understood and agreed that (A) all references to “Credit Extension Date” therein which case they shall be deemed to refer to such effective date true and (Bcorrect in all respects) all references to the “Closing Date” in (x) Section 4.2.2 as it relates to Sections 5.5, 5.7 on and 5.14(ii) and (y) in Sections 5.5, 5.7 and 5.14(ii) shall be deemed to refer to such effective date for purposes of determining satisfaction of the conditions set forth in Section 4.2 as of such date) , except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (except to the extent that such representations and warranties are already qualified by materiality, in which case they shall be satisfied true and correct in all respects) as of such date (as though the effectiveness of such extension were a Credit Extension) earlier date, and (ii) no Default or Event of Default exists. (f) This Section shall supersede any provisions in Section 2.20 or Section 10.02 to the Agent shall have received a certificate to that effect dated such effective date and executed by an Authorized Officer of the Companycontrary.

Extension of Commitment Termination Date. (a) The Company, on behalf of both Borrowers, Borrower may, on not more than two occasions during the term of this Agreement, by written notice to the Administrative Agent (which shall promptly deliver a copy to each of notify the Lenders) delivered not fewer than 45 days, and not more than 60 days, before any anniversary of at least forty-five (45) days prior to the Closing Date, request that the Lenders extend the then effective Commitment Termination Date then in effect hereunder (the “Existing Commitment Termination Date”), request (each, an “Extension Request”) that the Lenders extend the Existing Commitment Termination Date for an additional one-year period to the next following anniversary of one yearthe Existing Commitment Termination Date (or if such date is not a Business Day, effective as of a date specified in such noticethe next succeeding Business Day). Each Lender Lender, acting in its sole discretion, shall, by notice to the Company Borrower and the Administrative Agent given not later than the 20th date thirty (30) days (or such later day after as shall be acceptable to the Borrower) prior to the Existing Commitment Termination Date (provided that, if such date of is not a Business Day, then such notice shall be given not later than the Agent’s receipt of the Company’s noticenext succeeding Business Day), advise the Company Borrower and the Administrative Agent whether or not it such Lender agrees to the requested extension (each Lender agreeing to a requested extension being called a “Consenting Lender” and each Lender declining to agree to a requested extension being called a “Declining Lender”). Any such extension; provided that any Lender that has does not so advised advise the Company and the Agent by such day Borrower shall be deemed to have declined rejected such Extension Request. It is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrowers for an extension of the Commitment Termination Date and the election of any Lender to agree to such extension and shall be a Declining Lender. not obligate any other Lender to so agree. (b) If all of the Lenders constituting consent in writing to any such request in accordance with subsection (a) of this Section 2.07 the Required Lenders shall have agreed to a Commitment Termination Date extension request, then the Existing Commitment Termination Date shall, effective as to at the Consenting LendersExisting Commitment Termination Date, be extended for a one-year period to the first next following anniversary of such Commitment Termination Date; provided that the extension of the Existing Commitment Termination Date shall not be effective unless as of the Existing Commitment Termination Date. The decision of any Lender to agree or withhold agreement to any extension request : (i) no Default shall have occurred and be continuing; (ii) the representations and warranties set forth in Article VII shall be at the sole discretion true and correct on and as of such Lender. The Commitment of any Declining Lender shall terminate on the Existing Commitment Termination Date. The principal amount of any outstanding Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the accounts of such Declining Lenders hereunder, shall be due and payable on the Existing Commitment Termination Date, and on the Existing Commitment Termination Date each Borrower shall also make such other prepayments of its Loans as shall be required in order that, after giving effect to such prepayments if made on and to the termination of the Commitments of, and all payments to, Declining Lenders pursuant to this sentence, (a) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment, (b) the Revolving Credit Exposure of any Lender shall not exceed its Commitment and (c) the Borrower Credit Exposure of either Borrower shall not exceed the Borrower Sublimit of such Borrower. Notwithstanding the foregoing, no extension of the Commitment Termination Date shall become effective under this Section unless (i) on the effective date of such extension, the conditions set forth in Section 4.2 (it being understood and agreed that (A) all references to “Credit Extension Date” therein shall be deemed to refer to such effective date and (B) all references to the “Closing Date” in (x) Section 4.2.2 as it relates to Sections 5.5, 5.7 and 5.14(ii) and (y) in Sections 5.5, 5.7 and 5.14(ii) shall be deemed to refer to such effective date for purposes of determining satisfaction of the conditions set forth in Section 4.2 as of such date) shall be satisfied as of such date (or, if any such representation or warranty is expressly stated to have been made as though the effectiveness of a specific date, as of such extension were a Credit Extension) and specific date); (iiiii) the Administrative Agent shall have received a certificate to that effect dated such effective date and executed by of an Authorized Officer of the CompanyBorrower stating that the conditions with respect to such extension have been satisfied and (iv) the Administrative Agent shall have received such evidence of the authority of the Borrowers to effect such extension as it may reasonably request. Upon the effectiveness of such extension, the Administrative Agent shall record the relevant information in the Register and give prompt notice of such extension to the Borrower and the Lenders.

Extension of Commitment Termination Date. (a) The Company, on behalf of both Borrowers, Borrower may, on not more than two occasions during the term of this Agreement, by written notice to the Administrative Agent (which shall promptly deliver a copy to each of notify the Lenders) delivered not fewer than 45 days, and not more than 60 days, before any 90 days and not less than 30 days prior to each anniversary of the Closing Date (such anniversary date, an "Extension Date"), request (each, an "Extension Request") that the Lenders extend the then effective Commitment Termination Date then in effect (the “"Existing Commitment Termination Date”") for an additional period of one year, effective as of a date specified in such noticeprovided that no more than two Extension Requests shall be permitted hereunder. Each Lender Lender, acting in its sole discretion, shall, by notice to the Company Borrower and the Agent Administrative Agent, given not later than the 20th day after (or such later day as shall be acceptable by the Borrower) following the date of the Agent’s receipt of the Company’s Borrower's notice, advise the Company Borrower whether or not it such Lender agrees to the requested extension (each Lender agreeing to a requested extension being called a “Consenting Lender” and each Lender declining to agree to a requested extension being called a “Declining Lender”). Any such Extension Request; provided that any Lender that has does not so advised advise the Company and the Agent by such day Borrower shall be deemed to have declined denied such Extension Request. The election of any Lender to agree to such extension and shall be a Declining Lender. If Lenders constituting the Required Lenders not obligate any other Lender to so agree. (b) The Borrower shall have the right at any time on or prior to the relevant Extension Date to replace any non-extending Lender with, and otherwise add to this Agreement, one or more other lenders (which may include any Lender) (each an "Additional Commitment Lender") in each case with the consent of the Administrative Agent (such consent not to be unreasonably withheld) and each Issuing Bank. Each Additional Commitment Lender which has been so approved shall enter into an agreement in form and substance satisfactory to the Borrower and the Administrative Agent pursuant to which such Additional Commitment Lender shall, effective as of the Extension Date, undertake a Commitment and (if not already a Lender under this Agreement) become a Lender hereunder (and, if such Additional Commitment Lender is already a Lender, agree to increase its Commitment hereunder) in the agreed amount as long as each Non-extending Lender being replaced is paid in full. (c) If (and only if) the total Commitments of the Lenders that have agreed in connection with any Extension Request to a extend the Existing Commitment Termination Date extension requestand the additional Commitments of the Additional Commitment Lenders shall be at least 50% of the total Commitments in effect immediately prior to the Extension Date, then then, effective as of the Extension Date, the Commitment Termination Date shallDate, as with respect to the Consenting Lenders, Commitment of each Lender that has agreed to so extend its Commitment and of each Additional Commitment Lender shall be extended to the first anniversary date falling one year after the Existing Commitment Termination Date (or, if such date is not a Business Day such 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. Notwithstanding the foregoing, the extension of the Existing Commitment Termination DateDate shall not be effective with respect to any Lender unless as of the relevant Extension Date (i) no Default or Event of Default shall have occurred and be continuing and (ii) each representation and warranty set forth in Article VI shall be true and correct as if made on and as of such date, unless such representation or warranty relates solely to another time, in which event such representation or warranty shall be true and correct as of such other time (and the Administrative Agent shall have received a certification to such effect from an Authorized Officer of the Borrower, together with such evidence and other related documents as the Administrative Agent may reasonably request with respect to the Borrower's authorization of the extension and their respective obligations hereunder). The decision Notwithstanding anything herein to the contrary, with respect to the Commitment of any Lender to agree or withhold agreement to that has not approved any extension request shall be at the sole discretion of such Lender. The Commitment of any Declining Extension Request and has not been replaced as a Lender shall terminate on the Existing Commitment Termination Date. The principal amount of any outstanding Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the accounts of such Declining Lenders hereunder, shall be due and payable on the Existing Commitment Termination Date, and on the Existing Commitment Termination Date each Borrower shall also make such other prepayments of its Loans as shall be required in order that, after giving effect to such prepayments and to the termination of the Commitments of, and all payments to, Declining Lenders hereunder pursuant to this sentenceSection 3.4(b), (a) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment, (b) the Revolving Credit Exposure of any Lender shall not exceed its Commitment and (c) the Borrower Credit Exposure of either Borrower shall not exceed the Borrower Sublimit of such Borrower. Notwithstanding the foregoing, no extension of the Commitment Termination Date shall become effective under this Section unless (i) on the effective date of such extension, the conditions set forth in Section 4.2 (it being understood and agreed that (A) all references to “Credit Extension Date” therein shall be deemed to refer to such effective date and (B) all references to the “Closing Date” in (x) Section 4.2.2 as it relates to Sections 5.5, 5.7 and 5.14(ii) and (y) in Sections 5.5, 5.7 and 5.14(ii) shall be deemed to refer to such effective date for purposes of determining satisfaction of the conditions set forth in Section 4.2 as of such date) shall be satisfied as of such date (as though the effectiveness of such extension were a Credit Extension) and (ii) the Agent shall have received a certificate to that effect dated such effective date and executed by an Authorized Officer of the Companyremain unchanged.

Extension of Commitment Termination Date. (a) The Company, Company may (on its own behalf and on behalf of both the Designated Borrowers), may, on not more than two occasions during the term of this Agreementat its option, by written notice to the Administrative Agent (which shall promptly deliver a copy substantially in the form of Exhibit D-1 hereto no earlier than 60 days and no later than 45 days prior to each of the Lenders) delivered not fewer than 45 daysfirst two anniversaries of April 12, and not more than 60 days2006 (each, before any anniversary of the Closing an “Anniversary Date”), request that the Lenders extend the then effective Commitment Termination Date to a date one year after the Commitment Termination Date then in effect (at any time, the “Existing Commitment Termination Date”) for ). Such request shall be irrevocable and binding upon the Company and the Designated Borrowers. The Administrative Agent shall promptly notify each Lender of such request. If a Lender agrees, in its individual and sole discretion, to so extend its Commitment (each such Lender being an additional period “Extending Lender”), such Extending Lender shall deliver to the Administrative Agent a written notice substantially in the form of one yearExhibit D-2 hereto of its agreement to do so no earlier than 30 days and no later than 20 days prior to such Anniversary Date, and the Administrative Agent shall notify the Company in writing of each such Extending Lender’s agreement to extend its Commitment no later than 17 days prior to such Anniversary Date. If, and only if, Lenders holding more than 50% of the Total Commitments are Extending Lenders, the Commitment Termination Date shall, effective as of a date specified in such notice. Each Lender shallAnniversary Date, by notice be extended to the Company and the Agent given not later than the 20th day date one year after the date then Existing Commitment Termination Date. (b) If any Lender does not consent, or fails to respond within the time period set forth in Section 2.18, to a request by the Company for an extension of the Agent’s receipt of the Company’s notice, advise the Company whether or not it agrees to the requested extension then Existing Commitment Termination Date (each such Lender agreeing to a requested extension being called a “Consenting Lender” and each Lender declining to agree to a requested extension being called a “Declining Lender”). Any Lender that has not so advised the Company and the Agent by , such day Declining Lender’s Commitment shall be deemed reduced to have declined to agree to such extension zero and shall be a Declining Lender. If Lenders constituting the Required Lenders shall have agreed to a Commitment Termination Date extension request, then the Commitment Termination Date shall, as to the Consenting Lenders, be extended to the first anniversary of the Existing Commitment Termination Date. The decision of any Lender to agree or withhold agreement to any extension request shall be at the sole discretion of such Lender. The Commitment of any Declining Lender shall terminate on the Existing Commitment Termination Date. The principal amount of any outstanding Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other all amounts payable to or for the accounts of such Declining Lenders hereunder, Lender under this Agreement shall be due and payable paid in full, in each case on the then Existing Commitment Termination Date, subject to clause (c) below. All outstanding Revolving Credit Advances and on Competitive Bid Advances provided by such Declining Lender shall mature no later than the Existing Commitment Termination Date each Borrower shall also make such other prepayments of its Loans as shall be required in order that, after effect prior to the giving effect to such prepayments and extension described in this Section 2.18. (c) If Lenders holding at least 50% of the Total Commitments shall be Extending Lenders as provided in clause Section 2.18 above then the Administrative Agent shall promptly notify such Extending Lenders in writing of the opportunity to increase their Commitments in an aggregate amount up to the termination Total Commitments of the Declining Lenders. It shall be in each Extending Lender’s sole discretion whether to increase its Commitment hereunder. No later than 5 days after its receipt of the Administrative Agent’s notice, each Extending Lender that is willing to increase its Commitment hereunder (an “Increasing Extending Lender”) shall deliver to the Administrative Agent a notice in which such Lender shall set forth the maximum increase in its Commitment to which such Increasing Extending Lender is willing to agree, and the Administrative Agent shall promptly provide to the Company a copy of such Increasing Extending Lender’s notice. After first offering the Extending Lenders the opportunity to increase their Commitments, if a shortfall remains, the Company may (on its own behalf and on behalf of the Designated Borrowers), to the extent of such remaining shortfall, replace the Declining Lenders with one or more New Lenders in accordance with the procedures set forth in Section 2.04(c). Any such increase of the Commitments ofof such Extending Lenders, and all payments toany new Commitments of such New Lenders, shall take effect on the immediately ensuing Anniversary Date, and the Commitments of the Declining Lenders pursuant shall on such Anniversary Date be reduced by the aggregate amount of such increases and such new Commitments (such reduction to this sentencebe pro rata on the basis of the respective Commitments of the Declining Lenders) with any balance of the Commitments of the Declining Lenders expiring on the then Existing Commitment Termination Date; and if on such Anniversary Date there are Revolving Credit Advances outstanding, (a) appropriate adjustments shall be made among the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment, (b) Lenders so as to assure that the Revolving Credit Exposure Advances are, from such Anniversary Date, held by the Lenders on a pro rata basis in accordance with the Commitments as adjusted as herein provided; and the participations of the Lenders in any Lender outstanding Letters of Credit shall not exceed its Commitment and on such Anniversary Date be automatically adjusted so as to be on a pro rata basis as adjusted as herein provided. (cd) the Borrower Credit Exposure of either Borrower shall not exceed the Borrower Sublimit of such Borrower. Notwithstanding the foregoing, no extension of the Existing Commitment Termination Date shall become be effective under this Section unless unless: (i) no Default shall have occurred and be continuing on and as of each of the effective date of the notice requesting such extension, the conditions set forth relevant Anniversary Date and the Existing Commitment Termination Date; and (ii) each of the representations and warranties made by the Company in Section 4.2 (it being understood and agreed that (A) all references to “Credit Extension Date” therein Article 4 shall be deemed to refer to such effective date true and (B) complete in all references to the “Closing Date” in (x) Section 4.2.2 material respects on and as it relates to Sections 5.5, 5.7 and 5.14(ii) and (y) in Sections 5.5, 5.7 and 5.14(ii) shall be deemed to refer to such effective date for purposes of determining satisfaction each of the conditions set forth in Section 4.2 date of the notice requesting such extension and such Anniversary Date with the same force and effect as of such date) shall be satisfied if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as though the effectiveness of a specific date, as of such extension were a Credit Extension) and (ii) the Agent shall have received a certificate to that effect dated such effective date and executed by an Authorized Officer of the Companyspecific date).

Extension of Commitment Termination Date. (a) The Company, on behalf of both Borrowers, Borrower may, on by notice to the Administrative Agent (who shall promptly notify the Lenders) given in writing not more than ninety (90) days and not later than thirty (30) days prior to any anniversary of the Closing Date (each such anniversary date, the relevant “Extension Date”), on no more than two (2) occasions during the term of this Agreement, by written notice to the Agent (which shall promptly deliver a copy to each of the Lenders) delivered not fewer than 45 days, and not more than 60 days, before any anniversary of the Closing Date, request that the Lenders each Lender extend the then effective such Lender’s Commitment Termination Date for a period of one (1) year from the Commitment Termination Date then in effect hereunder (the “Existing Commitment Termination Date”); provided that the Commitment Termination Date, after giving effect to any such extension, shall not be later than five (5) for an additional period years after the effective date of one yearsuch extension. (i) Each Lender, effective as of a date specified acting in such notice. Each Lender its sole and individual discretion, shall, by notice to the Company and the Administrative Agent given in writing not earlier than sixty (60) days prior to the Extension Date and not later than fifteen (15) days prior to the 20th day after Extension Date (the date of that is fifteen (15) days prior to the Agent’s receipt of Extension Date being the Company’s notice“Notice Date”), advise the Company whether or not it agrees to Administrative Agent if such Lender accepts the requested extension request from the Borrower (each Lender agreeing to a requested extension being called a “Consenting Lender” and each Lender declining that determines not to agree to a requested extension being called so extend its Commitment Termination Date (each, a “Declining Non-Extending Lender”). Any ) shall notify the Administrative Agent of such fact promptly after such determination and in any event no later than the Notice Date) and any Lender that has does not so advised advise the Company and Administrative Agent on or before the Agent by such day Notice Date shall be deemed to have declined be a Non-Extending Lender. The election of any Lender to agree to such extension shall not obligate any other Lender to so agree. (ii) The Administrative Agent shall notify the Borrower of each Lender’s determination under this Section 2.23(a) no later than the date that is ten (10) days prior to the Extension Date (or, if such date is not a Business Day, on the next preceding Business Day). (iii) The Borrower shall have the right on or before the Extension Date to replace each Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more Eligible Assignees (each, an “Additional Commitment Lender”) with the approval of the Administrative Agent, the Swingline Lender and the Fronting Bank (which approvals shall not be a Declining Lender. If Lenders constituting the Required unreasonably withheld, conditioned or delayed), each of which Additional Commitment Lenders shall have entered into an agreement in form and substance reasonably satisfactory to the Borrower and the Administrative Agent pursuant to which such Additional Commitment Lender shall, effective as of the Extension Date, undertake a Commitment (and, if any such Additional Commitment Lender is already a Lender, its Commitment shall be in addition to such Lender’s Commitment hereunder on such date). 11863223v8 24740.00050 (iv) If (and only if) the total of the Commitments of the Lenders that have agreed to a extend their Commitment Termination Date extension requestand the additional Commitments of the Additional Commitment Lenders shall be more than 50% of the aggregate amount of the Commitments in effect immediately prior to the Extension Date, then then, effective as of the Extension Date, the Commitment Termination Date shall, as to the Consenting Lenders, of each extending Lender and of each Additional Commitment Lender shall be extended to the first anniversary of the Existing Commitment Termination Date. The decision of any Lender to agree or withhold agreement to any extension request shall be at the sole discretion of such Lender. The Commitment of any Declining Lender shall terminate on the Existing Commitment Termination Date. The principal amount of any outstanding Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the accounts of such Declining Lenders hereunder, shall be due and payable on the Existing Commitment Termination Date, and on date falling one (1) year after the Existing Commitment Termination Date each Borrower shall also make (except that, if such other prepayments of its Loans date is not a Business Day, such Commitment Termination Date as so extended shall be required in order that, after giving effect to such prepayments the next preceding Business Day) and to the termination of the Commitments of, and all payments to, Declining Lenders pursuant to this sentence, (a) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment, (b) the Revolving Credit Exposure of any each Additional Commitment Lender shall not exceed its Commitment thereupon become a “Lender” for all purposes of this Agreement and the other Credit Documents. (cv) the Borrower Credit Exposure of either Borrower shall not exceed the Borrower Sublimit of such Borrower. Notwithstanding the foregoing, no the extension of the Commitment Termination Date shall become effective under pursuant to this Section unless 2.23(a) shall not be effective with respect to any Lender unless: (iA) no Default or Event of Default shall have occurred and be continuing on the effective date of such extension, the conditions set forth in Section 4.2 (it being understood extension and agreed that (A) all references to “Credit Extension Date” therein shall be deemed to refer to such effective date and after giving effect thereto; and (B) the representations and warranties contained in this Agreement are true and correct in all references to the “Closing Date” material respects (or if qualified by materiality or Material Adverse Effect, in (xall respects) Section 4.2.2 on and as it relates to Sections 5.5, 5.7 and 5.14(ii) and (y) in Sections 5.5, 5.7 and 5.14(ii) shall be deemed to refer to such effective date for purposes of determining satisfaction of the conditions set forth in Section 4.2 as date of such date) shall be satisfied extension and after giving effect thereto, as though made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as though the effectiveness of a specific date, as of such extension were a Credit Extensionspecific date). (vi) On or before the Commitment Termination Date of each Non-Extending Lender, the Borrower shall pay in full (i) the principal of and interest on all of the Revolving Loans made by such Non-Extending Lender to the Borrower hereunder and (ii) the Agent shall have received a certificate all other amounts owing to that effect dated such effective date and executed by an Authorized Officer of the CompanyLender hereunder.

Extension of Commitment Termination Date. (a) The Company, on behalf of both Borrowers, Borrower may, on not more than two occasions during the term of this Agreement, by written notice to the Administrative Agent (which shall promptly deliver a copy to each of notify the LendersBanks) delivered not fewer earlier than 45 days, and not more than 60 days, before days prior to any anniversary of the Closing ThirdFourth Amendment Effective Date (each, an “Anniversary Date”) but no later than 30 days prior to any such Anniversary Date, request that the Lenders each Bank extend the then effective such Bank’s Commitment Termination Date for an additional one year after the Commitment Termination Date then in effect for such Bank hereunder (the “Existing Commitment Termination Date”); provided, however, the Borrower may request no more than two extensions pursuant to this Section. (a) for an additional period of one yearIn the event it receives a notice from the Administrative Agent pursuant to Section 2.22(a), effective as of a date specified each Bank, acting in such notice. Each Lender its sole and individual discretion, shall, by notice to the Company and the Administrative Agent given not earlier than 30 days prior to the applicable Anniversary Date and not later than the 20th day after date (the date of “Bank Extension Notice Date”) that is 20 days prior to the Agent’s receipt of the Company’s noticeapplicable Anniversary Date, advise the Company Administrative Agent whether or not it such Bank agrees to the requested such extension (and each Lender agreeing Bank that determines not to a requested extension being called so extend its Existing Commitment Termination Date (a “Consenting Lender” Non-Extending Bank”) shall notify the Administrative Agent of such fact promptly after such determination (but in any event no later than the Bank Extension Notice Date)), and each Lender declining to agree to a requested extension being called a “Declining Lender”). Any Lender any Bank that has does not so advised advise the Company and Administrative Agent on or before the Agent by such day Bank Extension Notice Date shall be deemed to have declined be a Non-Extending Bank. The election of any Bank to agree to any such extension and shall be a Declining Lender. If Lenders constituting the Required Lenders shall have agreed to a Commitment Termination Date extension request, then the Commitment Termination Date shall, as to the Consenting Lenders, be extended to the first anniversary of the Existing Commitment Termination Date. The decision of any Lender to agree or withhold agreement to any extension request shall be at the sole discretion of such Lender. The Commitment of any Declining Lender shall terminate on the Existing Commitment Termination Date. The principal amount of any outstanding Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the accounts of such Declining Lenders hereunder, shall be due and payable on the Existing Commitment Termination Date, and on the Existing Commitment Termination Date each Borrower shall also make such other prepayments of its Loans as shall be required in order that, after giving effect to such prepayments and to the termination of the Commitments of, and all payments to, Declining Lenders pursuant to this sentence, (a) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment, obligate any other Bank to so agree. (b) The Administrative Agent shall notify the Revolving Credit Exposure Borrower of any Lender shall each Bank’s determination (or deemed determination) under this Section no later than the date that is 15 days prior to the applicable Anniversary Date, or, if such date is not exceed its Commitment and a Business Day, on the next preceding Business Day (the “Specified Date”). (c) the Borrower Credit Exposure of either The Borrower shall not exceed have the Borrower Sublimit of such Borrower. Notwithstanding right on or before the foregoing, no extension of fifth Business Day after the Commitment Termination Specified Date shall become effective under this Section unless (the “Extension Date”) to replace each Non-Extending Bank (i) on the effective date of such extensionwith an existing Bank, the conditions set forth and/or (ii) by adding as “Banks” under this Agreement in Section 4.2 place thereof, one or more Persons (it being understood and agreed that each Bank in clauses (A) all references to “Credit Extension Date” therein shall be deemed to refer to such effective date and (B) all references to the “Closing Date” in (x) Section 4.2.2 as it relates to Sections 5.5, 5.7 and 5.14(ii) and (y) in Sections 5.5, 5.7 and 5.14(ii) shall be deemed to refer to such effective date for purposes of determining satisfaction of the conditions set forth in Section 4.2 as of such date) shall be satisfied as of such date (as though the effectiveness of such extension were a Credit Extensioni) and (ii) the Agent ), an “Additional Commitment Bank”), each of which Additional Commitment Banks shall be an Assignee and shall have received a certificate entered into an agreement in form and substance satisfactory to that effect dated the Borrower and the Administrative Agent pursuant to which such Additional Commitment Bank shall, effective date and executed by an Authorized Officer as of the Company.Extension Date, undertake a Commitment (and, if any such Additional Commitment Bank is already a Bank, its Commitment shall be in addition to such Bank’s Commitment hereunder on such date); provided that the aggregate amount of the Commitments for all Additional Commitment Banks shall be no more than the aggregate amount of the Commitments of all Non- Effective Date and, in the case of clauses (c), (e) and (g), setting forth in reasonable detail the calculations required to establish such compliance;

Extension of Commitment Termination Date. The Company(a) No earlier than 60 days and at least 45 days prior to each of the first and second anniversary of the Closing Date, on behalf of both Borrowers, the Borrower may, on not more than two occasions during the term of this Agreement, by written notice to the Administrative Agent (which who shall promptly deliver a copy to notify each of the Lenders) delivered not fewer than 45 days, and not more than 60 days, before any anniversary of the Closing DateLender thereof), request that the Lenders extend the then effective Commitment Termination Date then in effect be extended for a one-year period; provided that no extension may be requested unless the Borrower shall have received all consents, approvals, authorizations, registrations and filings and orders required or advisable to be made or obtained under any Requirement of Law, or by any Contractual Obligation of Borrower. (the b) If a Lender agrees, in its individual and sole discretion, to so extend its Commitment (an “Existing Commitment Termination Date”) for an additional period of one year, effective as of a date specified in such notice. Each Lender shall, by notice to the Company and the Agent given not later than the 20th day after the date of the Agent’s receipt of the Company’s notice, advise the Company whether or not it agrees to the requested extension (each Lender agreeing to a requested extension being called a “Consenting Lender” and each Lender declining to agree to a requested extension being called a “Declining Extending Lender”). Any Lender that has not , it shall deliver to the Administrative Agent a written notice of its agreement to do so advised the Company at least 30 days prior to such anniversary date and the Administrative Agent by shall promptly thereafter notify the Borrower of such day Extending Lender’s agreement to extend its Commitment (and such agreement shall be deemed to have declined to agree to irrevocable until such extension and shall be a Declining Lender. If Lenders constituting the Required Lenders shall have agreed to a Commitment Termination Date extension request, then the Commitment Termination Date shall, as to the Consenting Lenders, be extended to the first anniversary of the Existing Commitment Termination Date. The decision of any Lender to agree or withhold agreement to any extension request shall be at the sole discretion of such Lenderdate). The Commitment of any Declining Lender shall terminate on the Existing Commitment Termination Date. The principal amount of any outstanding Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable that fails to accept or for the accounts of such Declining Lenders hereunder, shall be due and payable on the Existing Commitment Termination Date, and on the Existing Commitment Termination Date each Borrower shall also make such other prepayments of its Loans as shall be required in order that, after giving effect to such prepayments and respond to the termination of the Commitments of, and all payments to, Declining Lenders pursuant to this sentence, (a) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment, (b) the Revolving Credit Exposure of any Lender shall not exceed its Commitment and (c) the Borrower Credit Exposure of either Borrower shall not exceed the Borrower Sublimit of such Borrower. Notwithstanding the foregoing, no ’s request for extension of the Commitment Termination Date (a “Declining Lender”) shall become effective be terminated on the Commitment Termination Date then in effect for such Lender (without regard to any extension by other Lenders). The Administrative Agent shall promptly notify the Borrower and each Extending Lender of the aggregate Commitments of the Declining Lenders. Each Extending Lender may offer to increase its respective Commitment by an aggregate amount up to the aggregate amount of the Declining Lenders’ Commitments and such Extending Lender shall deliver to the Administrative Agent a notice of its offer to so increase its Commitment no later than 15 days prior to such anniversary date (and such offer shall be irrevocable until such anniversary date). (c) The Borrower shall have the right to require any Declining Lender to (and any such Declining Lender shall) assign in full its rights and obligations under this Section unless Agreement to one or more banks or other financial institutions (which may be, but need not be, one or more of the existing Lenders) which at the time agree to, in the case of any such Person that is an existing Lender, increase and extend its Commitment, and in the case of any other such Person (a “Replacement Lender”), become a party to this Agreement, provided that (i) on such assignment is otherwise in compliance with Section 9.4, (ii) such Declining Lender receives payment in full of the effective unpaid principal amount of all Loans owing to such Declining Lender, together with all accrued and unpaid interest thereon and all fees accrued and unpaid under this Agreement to the date of such extensionpayment of principal and all other amounts then due to such Declining Lender under this Agreement and (iii) any such assignment shall be effective on the date on or before such first or second anniversary date as may be specified by the Borrower and agreed to by the Replacement Lenders or the Extending Lenders, as the case may be, and the Administrative Agent. (d) On the Commitment Termination Date applicable to each Declining Lender, the conditions set forth Borrower shall pay in Section 4.2 full the unpaid principal amount of all Loans owing to such Declining Lender, together with all accrued and unpaid interest thereon and all fees accrued and unpaid under this Agreement to the date of such payment of principal and all other amounts then due to such Declining Lender under this Agreement. (it being understood e) Notwithstanding the foregoing, if, but only if, Extending Lenders and Replacement Lenders have agreed that (A) all references to “Credit Extension Date” therein provide and extend Commitments in an aggregate amount greater than 50% of the aggregate amount of the Commitments outstanding immediately prior to such anniversary date, the Commitment Termination Date of such Extending Lenders and Replacement Lenders shall be deemed to refer to such effective date and (B) all references to the “Closing Date” in (x) Section 4.2.2 as it relates to Sections 5.5, 5.7 and 5.14(ii) and (y) in Sections 5.5, 5.7 and 5.14(ii) shall be deemed to refer to such effective date for purposes of determining satisfaction of the conditions set forth in Section 4.2 as of such date) shall be satisfied as of such date (as though the effectiveness of such extension were a Credit Extension) and (ii) the Agent shall have received a certificate to that effect dated such effective date and executed extended by an Authorized Officer of the Companyone year.

Extension of Commitment Termination Date. (a) The Company, on behalf of both Borrowers, Borrower may, on not more than two occasions during the term of this Agreement, by written notice to the Agent (which shall promptly deliver a copy to each of notify the Lenders) delivered given not fewer less than 45 days, 60 days and not more than 60 days, before any anniversary of the Closing 90 days prior to the initial Commitment Termination Date (the "Initial Commitment Termination Date"), request that the Lenders extend the then effective Commitment Termination Date for an additional 364 days from the Initial Commitment Termination Date; provided that in no event may the Borrower request more than one such extension. Each Lender, acting in its sole discretion, shall, by notice (which shall be irrevocable) to the Borrower and the Agent given no earlier than the date that is 30 days prior to the Initial Commitment Termination Date (herein, the “Existing Commitment Termination "Consent Date”") for an additional period of one year, effective as of a date specified in such notice. Each Lender shall, by notice to the Company and the Agent given not no later than the 20th day date that is three Business Days after the date of the Agent’s receipt of the Company’s noticeConsent Date, advise the Company Borrower whether or not it such Lender agrees to the requested extension (such extension; provided that each Lender agreeing that determines not to a requested extension being called a “Consenting extend the Commitment Termination Date ("Non-Extending Lender” ") shall notify the Agent (which shall notify the Lenders) of such fact promptly after such determination (but in any event no later than the date three Business Days after the Consent Date) and each Lender declining to agree to a requested extension being called a “Declining Lender”). Any any Lender that has does not so advised advise the Company and Borrower on or prior to the Agent by date three Business Days after the Consent Date that such day Lender agrees to such extension shall be deemed to have declined be a Non-Extending Lender. The election of any Lender to agree to such extension and shall be a Declining Lender. If Lenders constituting the Required Lenders shall have agreed not obligate any other Lender to a Commitment Termination Date extension requestso agree. (b) The Borrower may, then the Commitment Termination Date shall, as at any time prior to the Consenting Lenders, be extended to the first anniversary of the Existing Commitment Termination Date. The decision of any Lender to agree or withhold agreement to any extension request shall be at the sole discretion of such Lender. The Commitment of any Declining Lender shall terminate on the Existing Commitment Termination Date. The principal amount of any outstanding Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the accounts of such Declining Lenders hereunder, shall be due and payable on the Existing Initial Commitment Termination Date, and on the Existing Commitment Termination Date each Borrower shall also make such other prepayments of its Loans as shall be required in order thatreplace any Non-Extending Lender, after by giving effect to such prepayments and to the termination of the Commitments of, and all payments to, Declining Lenders pursuant to this sentence, (a) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment, (b) the Revolving Credit Exposure of any Lender shall not exceed its Commitment and (c) the Borrower Credit Exposure of either Borrower shall not exceed the Borrower Sublimit of such Borrower. Notwithstanding the foregoing, no extension of the Commitment Termination Date shall become effective under this Section unless (i) on the effective date of such extension, the conditions set forth in Section 4.2 (it being understood and agreed that (A) all references to “Credit Extension Date” therein shall be deemed to refer to such effective date and (B) all references to the “Closing Date” in (x) Section 4.2.2 as it relates to Sections 5.5, 5.7 and 5.14(ii) and (y) in Sections 5.5, 5.7 and 5.14(ii) shall be deemed to refer to such effective date for purposes of determining satisfaction of the conditions set forth in Section 4.2 as of such date) shall be satisfied as of such date (as though the effectiveness of such extension were a Credit Extension) and (ii) the Agent shall have received a certificate to that effect dated such effective date and executed by an Authorized Officer of the Company.less than ten Business Days'

Extension of Commitment Termination Date. (a) The Company, on behalf of both Borrowers, Company may, on not more than two occasions during the term of this Agreement, by written notice to the Administrative Agent (which shall promptly deliver a copy to each of notify the Lenders) delivered not fewer less than 45 days, 40 days and not more than 60 days, before any anniversary of 45 days prior to the Closing Commitment Termination Date then in effect hereunder (the "Existing Commitment Termination Date"), request that the Lenders extend the then effective Commitment Termination Date (for an additional 364 days from the “Existing Commitment Termination Date”) for an additional period of one year, effective as of a date specified in such notice. Each Lender Lender, acting in its sole discretion, shall, by notice to the Company and the Administrative Agent given not later than the 20th day after on or before the date of (herein, the Agent’s receipt of "Consent Date") that is 30 days prior to the Company’s noticeExisting Commitment Termination Date (except that, if such date is not a Business Day, such notice shall be given on the next succeeding Business Day), advise the Company and the Administrative Agent whether or not it such Lender agrees to such extension; provided that, if such Lender gives notice of its consent to such extension prior to the requested extension (each Consent Date, such Lender agreeing may revoke such consent at any time prior to a requested extension being called a “Consenting Lender” and each Lender declining the Consent Date by giving notice of such revocation to agree to a requested extension being called a “Declining Lender”). Any Lender that has not so advised the Company and the Administrative Agent; and provided further that each Lender that determines not to extend the Commitment Termination Date (a "Non-extending Lender") shall notify the Administrative Agent by (which shall notify the Lenders) of such day fact promptly after such determination (but in any event no later than the Consent Date) and any Lender that does not advise the Company on or before the Consent Date shall be deemed to have declined be a Non-extending Lender. The election of any Lender that does not advise the Company on or before the Consent Date shall be deemed to be a Non-extending Lender. The election of any Lender to agree to such extension shall not obligate any other Lender to so agree. (b) Subject to paragraph (c) of this Section, the Company shall have the right on or before the Existing Commitment Termination Date to replace each Non-extending Lender with, and otherwise add to this Agreement, one or more other lenders (which may include any Lender, each prior to the Existing Commitment Termination Date an "Additional Commitment Lender") with the approval of the Administrative Agent (which approval shall not be a Declining Lender. If Lenders constituting the Required unreasonably withheld), each of which Additional Commitment Lenders shall have agreed entered into an agreement in form and substance satisfactory to a the Company and the Administrative Agent pursuant to which such Additional Commitment Termination Date extension request, then the Commitment Termination Date Lender shall, effective as to the Consenting Lenders, be extended to the first anniversary of the Existing Commitment Termination Date, undertake a Commitment (and, if any such Additional Commitment Lender is already a Lender, its Commitment shall be in addition to such Lender's Commitment hereunder on such date). (c) if (and only if) the total of the Commitments of the Lenders and (without duplication) the Additional Commitment Lenders, that have agreed so to extend the Commitment Termination Date shall be more than 50% of the aggregate amount of the Commitments in effect immediately prior to the Consent Date, then, effective as of the Existing Commitment Termination Date, the Existing Commitment Termination Date shall be extended to the date falling 364 days after the Existing Commitment Termination Date (except that, if such date is not a Business Day, such 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. The decision Notwithstanding the foregoing, the extension of the Existing Commitment Termination Date shall not be effective with respect to any Lender to agree or withhold agreement to any extension request unless: (i) no Default shall have occurred and be at continuing on each of the sole discretion date of the notice requesting such Lender. The Commitment of any Declining Lender shall terminate extension, on the Consent Date and on the Existing Commitment Termination Date. The principal amount ; (ii) each of any outstanding Loans the representations and warranties made by Declining Lendersthe Company in Section 7 hereof shall be true and complete on and as of each of the date of the notice requesting such extension, together the Consent Date and the Existing Commitment Termination Date with any accrued interest thereon the same force and any accrued fees effect as if made on and other amounts payable to or for the accounts as of such Declining Lenders hereunderdate (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); and (iii) each Non-extending Lender shall be due and payable have been paid in full by the Company all amounts owing to such Lender hereunder on or before the Existing Commitment Termination Date, and on the Existing Commitment Termination Date each Borrower shall also make such other prepayments of its Loans as shall be required in order that, after giving effect to such prepayments and to the termination of the Commitments of, and all payments to, Declining Lenders pursuant to this sentence, (a) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment, (b) the Revolving Credit Exposure of any Lender shall not exceed its Commitment and (c) the Borrower Credit Exposure of either Borrower shall not exceed the Borrower Sublimit of such Borrower. Notwithstanding the foregoing, no extension of the Commitment Termination Date shall become effective under this Section unless (i) on the effective date of such extension, the conditions set forth in Section 4.2 (it being understood and agreed that (A) all references to “Credit Extension Date” therein shall be deemed to refer to such effective date and (B) all references to the “Closing Date” in (x) Section 4.2.2 as it relates to Sections 5.5, 5.7 and 5.14(ii) and (y) in Sections 5.5, 5.7 and 5.14(ii) shall be deemed to refer to such effective date for purposes of determining satisfaction of the conditions set forth in Section 4.2 as of such date) shall be satisfied as of such date (as though the effectiveness of such extension were a Credit Extension) and (ii) the Agent shall have received a certificate to that effect dated such effective date and executed by an Authorized Officer of the Company.

Extension of Commitment Termination Date. The Company, on behalf Exelon may request an extension of both Borrowers, may, on not more than two occasions during the term of this Agreement, scheduled Commitment Termination Date for all Borrowers by written notice submitting a request for an extension to the Administrative Agent (which shall promptly deliver a copy to each of the Lendersan “Extension Request”) delivered not fewer than 45 days, and not no more than 60 days, before any anniversary of days prior to the Closing Date, request that the Lenders extend the then effective scheduled Commitment Termination Date then in effect. The Extension Request must specify the new scheduled Commitment Termination Date requested by Exelon and the date (which must be at least 30 days after the Extension Request is delivered to the Administrative Agent) as of which the Lenders must respond to the Extension Request (the “Existing Commitment Termination Response Date”) for an additional period of one year, effective as of a date specified in such notice. Each Lender shall, by notice to the Company and the Agent given not later than the 20th day after the date of the Agent’s receipt of the Company’s notice, advise the Company whether or not it agrees to the requested extension (each Lender agreeing to a requested extension being called a “Consenting Lender” and each Lender declining to agree to a requested extension being called a “Declining Lender”). Any Lender that has not so advised the Company and the Agent by such day shall be deemed to have declined to agree to such extension and shall be a Declining Lender. If Lenders constituting the Required Lenders shall have agreed to a The new scheduled Commitment Termination Date extension request, then shall be 364 days after the scheduled Commitment Termination Date shallin effect at the time an Extension Request is received, including the scheduled Commitment Termination Date as to the Consenting Lenders, be extended to the first anniversary one of the Existing Commitment Termination Datedays in the calculation of the days elapsed. The decision Promptly upon receipt of any an Extension Request, the Administrative Agent shall notify each Lender of the contents thereof and shall request each Lender to agree or withhold agreement to any extension request approve such Extension Request, which approval shall be at the sole discretion of such each Lender. The Each Lender approving such Extension Request shall deliver its written consent no later than the Response Date. If the written consent of each of the Lenders (excluding any Person which ceases to be a Lender pursuant to Section 8.07(g)(iii)) is received by the Administrative Agent, the new scheduled Commitment of any Declining Lender Termination Date specified in the Extension Request shall terminate become effective on the Existing existing scheduled Commitment Termination Date and the Administrative Agent shall promptly notify each Borrower and each Lender of the new scheduled Commitment Termination Date. The principal amount of If all Lenders (including any outstanding Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the accounts of such Declining Lenders hereunder, shall be due and payable on the Existing Commitment Termination Date, and on the Existing Commitment Termination Date each Borrower shall also make such other prepayments of its Loans as shall be required in order that, after giving effect to such prepayments and to the termination of the Commitments of, and all payments to, Declining Lenders Person which becomes a Lender pursuant to this sentenceSection 8.07(g)) do not consent to an Extension Request, (a) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment, (b) the Revolving Credit Exposure of any Lender shall not exceed its Commitment and (c) the Borrower Credit Exposure of either Borrower shall not exceed the Borrower Sublimit of such Borrower. Notwithstanding the foregoing, no extension of the scheduled Commitment Termination Date shall become effective under this Section unless (i) on the effective date of such extension, the conditions set forth in Section 4.2 (it being understood and agreed that (A) all references to “Credit Extension Date” therein shall not be deemed to refer extended pursuant to such effective date and (B) all references to the “Closing Date” in (x) Section 4.2.2 as it relates to Sections 5.5, 5.7 and 5.14(ii) and (y) in Sections 5.5, 5.7 and 5.14(ii) shall be deemed to refer to such effective date for purposes of determining satisfaction of the conditions set forth in Section 4.2 as of such date) shall be satisfied as of such date (as though the effectiveness of such extension were a Credit Extension) and (ii) the Agent shall have received a certificate to that effect dated such effective date and executed by an Authorized Officer of the CompanyExtension Request.

Extension of Commitment Termination Date. (a) The Company, on behalf of both Borrowers, Borrowers may, on not more than two occasions during the term of this Agreement, by written notice to the Administrative Agent (which shall promptly deliver a copy to each of notify the Lenders) delivered not fewer later than 45 days, days and not more earlier than 60 days, before any anniversary of days prior to the Closing Commitment Termination Date then in effect hereunder (the "Existing Commitment Termination Date"), request that the Lenders extend the then effective Commitment Termination Date (for an additional 364 days from the “Existing Commitment Termination Date”) for an additional period of one year, effective as of a date specified in such notice. Each Lender Lender, acting in its sole discretion, shall, by notice to the Company Borrowers and the Administrative Agent given not earlier than 45 days prior to the Existing Commitment Termination Date, but not later than the 20th day after date (herein, the "Consent Date") that is 30 days prior to the Existing Commitment Termination Date (except that, if such date of is not a Business Day, such notice shall be given on the Agent’s receipt of the Company’s noticenext succeeding Business Day), advise the Company Borrowers and the Administrative Agent whether or not it such Lender agrees to such extension; provided that, if such Lender gives notice of its consent to such extension prior to the requested extension (Consent Date, such Lender may revoke such consent at any time prior to the Consent Date by giving notice of such revocation to the Borrowers and the Administrative Agent; and provided further that each Lender agreeing that determines not to extend the Commitment Termination Date (a requested extension being called a “Consenting "Non-Extending Lender” ") shall notify the Administrative Agent (which 364-DAY CREDIT AGREEMENT shall notify the Lenders) of such fact promptly after such determination (but in any event no later than the Consent Date) and each Lender declining to agree to a requested extension being called a “Declining Lender”). Any any Lender that has does not so advised advise the Company and Borrowers on or before the Agent by such day Consent Date shall be deemed to have declined be a Non-Extending Lender. The election of any Lender to agree to such extension shall not obligate any other Lender to so agree. (b) If (and shall be a Declining Lender. If only if) the total of the Commitments of the Lenders constituting the Required Lenders shall that have agreed so to a Commitment Termination Date extension request, then extend the Commitment Termination Date shall be at least 51% of the aggregate amount of the Commitments in effect immediately prior to the Consent Date, the Borrowers shall have the right on or before the Existing Commitment Termination Date to replace each Non-Extending Lender with, and otherwise add to this Agreement, one or more other lenders (which may include any Lender, each prior to the Existing Commitment Termination Date an "Additional Commitment Lender") with the approval of the Administrative Agent (which approval shall not be unreasonably withheld), each of which Additional Commitment Lenders shall have entered into an agreement in form and substance satisfactory to the Borrowers and the Administrative Agent pursuant to which such Additional Commitment Lender shall, effective as to the Consenting Lenders, be extended to the first anniversary of the Existing Commitment Termination Date. The decision , undertake a Commitment (and, if any such Additional Commitment Lender is already a Lender, its Commitment shall be in addition to such Lender's Commitment hereunder on such date). (c) If (and only if) the total of any Lender the Commitments of the Lenders that have agreed so to agree or withhold agreement to any extension request extend the Commitment Termination Date shall be at least 51% of the sole discretion aggregate amount of the Commitments in effect immediately prior to the Consent Date, then, effective as of the Existing Commitment Termination Date, the Existing Commitment Termination Date shall be extended to the date falling 364 days after the Existing Commitment Termination Date (except that, if such date is not a Business Day, such 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. Notwithstanding the foregoing, the extension of the Existing Commitment Termination Date shall not be effective with respect to any Lender unless: (i) no Default shall have occurred and be continuing on each of the date of the notice requesting such extension, on the Consent Date and on the Existing Commitment Termination Date; (ii) each of the representations and warranties made by the Borrowers in Article 3 hereof shall be true and complete on and as of each of the date of the notice requesting such extension, the Consent Date and the Existing Commitment Termination Date with the same force and effect as if made on and as of such Lenderdate (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); and (iii) subject to Section 2.08(b)(ii), each Non-Extending Lender shall have been paid in full by the Borrowers all amounts owing to such Lender hereunder on or before the Existing Commitment Termination Date. The 364-DAY CREDIT AGREEMENT Even if the Existing Commitment Termination Date is extended as aforesaid, the Commitment of any Declining each Non-Extending Lender shall terminate on the Existing Commitment Termination Date. The principal amount of any outstanding Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the accounts of such Declining Lenders hereunder, shall be due and payable on the Existing Commitment Termination Date, and on the Existing Commitment Termination Date each Borrower shall also make such other prepayments of its Loans as shall be required in order that, after giving effect to such prepayments and to the termination of the Commitments of, and all payments to, Declining Lenders pursuant to this sentence, (a) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment, (b) the Revolving Credit Exposure of any Lender shall not exceed its Commitment and (c) the Borrower Credit Exposure of either Borrower shall not exceed the Borrower Sublimit of such Borrower. Notwithstanding the foregoing, no extension of the Commitment Termination Date shall become effective under this Section unless (i) on the effective date of such extension, the conditions set forth in Section 4.2 (it being understood and agreed that (A) all references to “Credit Extension Date” therein shall be deemed to refer to such effective date and (B) all references to the “Closing Date” in (x) Section 4.2.2 as it relates to Sections 5.5, 5.7 and 5.14(ii) and (y) in Sections 5.5, 5.7 and 5.14(ii) shall be deemed to refer to such effective date for purposes of determining satisfaction of the conditions set forth in Section 4.2 as of such date) shall be satisfied as of such date (as though the effectiveness of such extension were a Credit Extension) and (ii) the Agent shall have received a certificate to that effect dated such effective date and executed by an Authorized Officer of the Company.

Extension of Commitment Termination Date. (a) The Company, on behalf of both Borrowers, Company may, on not more than two occasions during the term of this Agreement, by written notice to the Administrative Agent (which shall promptly deliver a copy to each of notify the Lenders) delivered not fewer than 45 days, and not more than 60 days, before any days and not less than 30 days prior to each anniversary of the Closing Effective Date (or if such anniversary date is not a Business Day, the Business Date next succeeding such anniversary) (such anniversary of the Effective Date, the “Extension Effective Date”), request (each, an “Extension Request”) that the Lenders extend the then effective Commitment Termination Date then in effect (or, if at such time there shall exist different Commitment Termination Dates for the Lenders hereunder, the latest applicable Commitment Termination Date then in effect) (the “Existing Commitment Termination Date”) for an additional period of one year, effective as of a date specified in such notice; provided that only two Extension Requests may be requested hereunder. Each Lender Lender, acting in its sole discretion, shall, by notice to the Company and the Administrative Agent given not later than the 20th day after (or such later day as shall be acceptable to the Company) following the date of the Agent’s receipt of the Company’s notice, advise the Company and the Administrative Agent whether or not it such Lender agrees to the requested extension (each Lender agreeing to a requested extension being called a “Consenting Lender” and each Lender declining to agree to a requested extension being called a “Declining Lender”). Any such extension; provided that any Lender that has does not so advised advise the Company and the Agent by such day shall be deemed to have declined rejected such Extension Request (any such Lender which shall have rejected or is deemed to have rejected such extension being a “Non-Extending Lender”). The election of any Lender to agree to such extension and shall be a Declining Lender. If Lenders constituting the Required Lenders not obligate any other Lender to so agree. (b) The Company shall have the right, at any time on or prior to, or at any time following, the relevant Extension Effective Date, unless an Event of Default shall have occurred and be continuing, to replace any Non-Extending Lender with, and otherwise add to this Agreement, one or more Additional Commitment Lenders. Each Additional Commitment Lender shall enter into an agreement with the Company and the Administrative Agent, in form and substance satisfactory to the Company and the Administrative Agent, pursuant to which such Additional Commitment Lender shall, effective as of such Extension Effective Date (or, if such replacement occurs thereafter, as of the relevant effective date of such replacement), provide a new or additional Commitment hereunder in the amount specified therein and (if not then an existing Lender) become a Lender hereunder. (c) If (and only if) the total of the Commitments of the Lenders that have agreed in connection with any Extension Request to a extend the Existing Commitment Termination Date extension requestand (if applicable) the additional Commitments of the Additional Commitment Lender(s) shall be at least 50% of the aggregate amount of the Commitments in effect immediately prior to the Extension Effective Date, then then, effective as of the Extension Effective Date, the Commitment Termination Date shallDate, as but only with respect to the Consenting LendersCommitment of each Lender that has agreed to so extend its Commitment and (if applicable) each Additional Commitment Lender that has replaced a Non-Extending Lender, shall be extended to the first anniversary date that is one year after the then Existing Commitment Termination Date (or, if such date is not a Business Day, the immediately preceding Business Day) and (if not then an existing Lender) each Additional Commitment Lender shall thereupon become a “Lender” for all purposes of this Agreement; provided that the extension of the Existing Commitment Termination Date. The decision of Date shall not be effective with respect to any Lender to agree or withhold agreement to any extension request unless as of the Extension Effective Date: (i) no Default shall have occurred and be continuing; (ii) the representations and warranties set forth in Article III shall be at the sole discretion true and correct on and as of such Lender. The Commitment of any Declining Lender shall terminate on the Existing Commitment Termination Date. The principal amount of any outstanding Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the accounts of such Declining Lenders hereunder, shall be due and payable on the Existing Commitment Termination Date, and on the Existing Commitment Termination Date each Borrower shall also make such other prepayments of its Loans as shall be required in order that, after giving effect to such prepayments if made on and to the termination of the Commitments of, and all payments to, Declining Lenders pursuant to this sentence, (a) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment, (b) the Revolving Credit Exposure of any Lender shall not exceed its Commitment and (c) the Borrower Credit Exposure of either Borrower shall not exceed the Borrower Sublimit of such Borrower. Notwithstanding the foregoing, no extension of the Commitment Termination Date shall become effective under this Section unless (i) on the effective date of such extension, the conditions set forth in Section 4.2 (it being understood and agreed that (A) all references to “Credit Extension Date” therein shall be deemed to refer to such effective date and (B) all references to the “Closing Date” in (x) Section 4.2.2 as it relates to Sections 5.5, 5.7 and 5.14(ii) and (y) in Sections 5.5, 5.7 and 5.14(ii) shall be deemed to refer to such effective date for purposes of determining satisfaction of the conditions set forth in Section 4.2 as of such date) shall be satisfied as of such date (or, if any such representation or warranty is expressly stated to have been made as though the effectiveness of a specific date, as of such extension were a Credit Extension) and specific date); (iiiii) the Administrative Agent shall have received a certificate of a Financial Officer stating that the conditions with respect to such extension have been satisfied; (iv) the Administrative Agent shall have received such evidence of the authority of the Borrowers to effect such extension as it may reasonably request; and (v) all amounts payable hereunder to any Non-Extending Lender that effect dated such effective date and executed is being replaced by an Authorized Officer Additional Commitment Lender in connection with such extension shall have been paid in full. Upon the effectiveness of such extension, the CompanyAdministrative Agent shall record the relevant information in the Register and give prompt notice of such extension to the Company and the Lenders. (d) Notwithstanding anything herein to the contrary, with respect to any Non-Extending Lender, the Commitment Termination Date for such Lender shall remain unchanged (and the Commitment of such Lender (including its obligation in respect of any participation in respect of any Letter of Credit) shall terminate, the Loans made by such Non-Extending Lender to any Borrower hereunder shall mature and be payable by such Borrower, and all other amounts owing to such Non-Extending Lender hereunder shall be payable, on such date).

Extension of Commitment Termination Date. The Company(a) So long as no Event of Default has occurred and is continuing, on behalf of both Borrowersthe Borrower may request, may, on not more than two occasions during in a notice given as herein provided and substantially in the term of this Agreement, by written notice form attached hereto as Exhibit E or in such other form as shall be acceptable to the Administrative Agent (which the “Extension of Commitment Termination Date Request”) to the Administrative Agent, who shall promptly deliver a copy forward such notice to each of the Lenders) delivered , not fewer less than 45 days, 30 days and not more than 60 days, before any 90 days prior to each anniversary of the Closing Date, request that the Lenders extend the then effective then-applicable Commitment Termination Date (the “Existing Commitment Termination Date”) for be extended to the date that is one year after such Existing Commitment Termination Date (each such date, the “Requested Commitment Termination Date”); provided that the Borrower may request such an additional period of one year, effective as of a date specified in such noticeextension no more than two times at any time after the Closing Date. Each Lender Lender, acting in its sole discretion, shall, by notice to the Company and the Agent given not later than a date 15 days after its receipt of any such notice from the 20th day after Borrower, notify the Borrower and the Administrative Agent in writing of its election to extend or not to extend the Existing Commitment Termination Date with respect to its Commitment. Any Lender which shall not timely notify the Borrower and the Administrative Agent of its election to extend the Existing Commitment Termination Date shall be deemed not to have elected to extend the Existing Commitment Termination Date with respect to its Commitment (any Lender who timely notifies the Borrower and the Administrative Agent of an election not to extend, or revokes its election to extend in accordance with this Section 2.21, or fails to timely notify the Borrower and the Administrative Agent of its election being referred to as a “Terminating Lender”). Notwithstanding any provision of this Agreement to the contrary, any notice by any Lender of its willingness to extend the Existing Commitment Termination Date shall be revocable by such Lender in its sole and absolute discretion at any time prior to the date of the Agent’s which is 30 days after its receipt of the Company’s notice, advise the Company whether or not it agrees to the requested extension (each any Extension of Commitment Termination Date Request. The election of any Lender agreeing to a requested extension being called a “Consenting Lender” and each Lender declining to agree to a requested extension being called a “Declining Lender”). Any shall not obligate any other Lender that has not so advised the Company and the Agent by such day shall be deemed to have declined to agree to such extension requested extension. (b) If and shall be a Declining Lender. If Lenders constituting only if the Required Lenders (including Commitments of all Terminating Lenders on such date) shall have agreed in writing during the 15 day period referred to a in Section 2.21(a) to extend the Existing Commitment Termination Date extension requestDate, then (i) the Commitment Termination Date Commitments of the Lenders other than Terminating Lenders (the “Continuing Lenders”) shall, as subject to the Consenting Lendersother provisions of this Agreement, be extended to the first anniversary Requested Commitment Termination Date specified in the Extension of Commitment Termination Date Request from the Borrower, and as to such Lenders the term “Commitment Termination Date”, as used herein, shall on and after the date as of which the requested extension is effective mean such Requested Commitment Termination Date, provided that if such date is not a Business Day, then such Requested Commitment Termination Date shall be the next preceding Business Day and (ii) the Commitments of the Terminating Lenders shall continue until the then-applicable Existing Commitment Termination Date, and shall then terminate, and as to the Terminating Lenders, the term “Commitment Termination Date”, as used herein, shall continue to mean such Existing Commitment Termination Date. The decision Administrative Agent shall promptly notify (A) the Lenders and the Borrower of any Lender to agree or withhold agreement to any extension request shall be at the sole discretion of such Lender. The Commitment of any Declining Lender shall terminate on the Existing Commitment Termination Date. The principal amount of any outstanding Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the accounts of such Declining Lenders hereunder, shall be due and payable on the Existing Commitment Termination Date, and on the Existing Commitment Termination Date each Borrower shall also make such other prepayments of its Loans as shall be required in order that, after giving effect to such prepayments and to the termination of the Commitments of, and all payments to, Declining Lenders pursuant to this sentence, (a) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment, (b) the Revolving Credit Exposure of any Lender shall not exceed its Commitment and (c) the Borrower Credit Exposure of either Borrower shall not exceed the Borrower Sublimit of such Borrower. Notwithstanding the foregoing, no extension of the Commitment Termination Date shall become effective under this Section unless (i) on the effective date of such extension, the conditions set forth in Section 4.2 (it being understood and agreed that (A) all references to “Credit Extension Date” therein shall be deemed to refer to such effective date 2.21 and (B) all references the Borrower and the Lenders of any Lender which becomes a Terminating Lender (the date of such notification being referred to herein as the “Closing Extension Confirmation Date” in (x) Section 4.2.2 as it relates to Sections 5.5, 5.7 and 5.14(ii) and (y) in Sections 5.5, 5.7 and 5.14(ii) shall be deemed to refer to such effective date for purposes of determining satisfaction of the conditions set forth in Section 4.2 as of such date) shall be satisfied as of such date (as though the effectiveness of such extension were a Credit Extension) and (ii) the Agent shall have received a certificate to that effect dated such effective date and executed by an Authorized Officer of the Company”).

Extension of Commitment Termination Date. (a) The Company, on behalf of both Borrowers, Applicable Borrowers may, on not more than two occasions during the term of this Agreement, by written notice to the Administrative Agent (which shall promptly deliver a copy to each of the Lenders) delivered given not fewer less than 45 days, 60 days and not Credit Agreement ---------------- more than 60 days, before 90 days prior to any anniversary of the Closing Datefirst, second and third anniversaries of the date of this Agreement, request that the Lenders extend the then effective Commitment Termination Date then in effect for any Tranche (the “"Existing Commitment ------------------- Termination Date”") to the date one year following the Existing Commitment ---------------- Termination Date; provided that in no event may (i) the Applicable Borrowers -------- request more than three such extensions with respect to any Tranche, (ii) the Applicable Borrowers request more than one extension for an additional period of one year, effective as of a any Tranche with respect to any such anniversary date specified in and (iii) any such noticeextension be effected with respect to any Tranche unless such request shall be made by each Applicable Borrower under such Tranche. Each Lender Lender, acting in its sole discretion, shall, by notice to the Company Applicable Borrowers and the Administrative Agent given not later than the 20th day after date 30 days prior to the relevant anniversary of the date of this Agreement with respect to which such extension was requested (the Agent’s receipt of the Company’s notice"Consent ------- Date"), advise the Company Applicable Borrowers whether or not it such Lender agrees to ---- such extension; provided that (i) the requested extension (each election of any Lender agreeing to a requested extension being called a “Consenting Lender” and each Lender declining to agree to a requested extension being called a “Declining Lender”). Any Lender that has not so advised the Company and the Agent by such day shall be deemed to have declined to agree to such -------- extension and shall not obligate any other Lender to agree to such extension, (ii) any such notice, once given, shall be revocable until the Consent Date and (iii) any Lender under any Tranche that is a Declining Lender. If Lenders constituting Non-Extending Lender (as defined below) with respect to an extension request made under such Tranche with respect to any anniversary of the Required Lenders shall have agreed date of this Agreement may not agree (other than with respect to a Commitment Termination Date acquired from another Lender after the Consent Date) to an extension requestrequest made under such Tranche with respect to a subsequent anniversary of the date of this Agreement. (b) If, then on the Consent Date, the Administrative Agent shall have received from Lenders under the applicable Tranche holding Commitments under such Tranche in an aggregate amount more than 50% of the aggregate amount of the Commitments under such Tranche notices (which have not been revoked) agreeing to extend the Existing Commitment Termination Date shallas provided in Section 2.10(a) hereof, then, effective as to of the Consenting LendersConsent Date, the Existing Commitment Termination Date shall be extended to the first anniversary of date one year following the Existing Commitment Termination Date. The decision ; provided that (i) if the Administrative Agent shall -------- not have received such notices, the Existing Commitment Termination Date shall remain unchanged and (ii) the Commitment of any Lender (a "Non-Extending ------------- Lender") that notified the Administrative Agent that such Lender elected not to agree to extend the Existing Commitment Termination Date as provided in Section 2.10(a) hereof or withhold that failed to deliver a notice to the Administrative Agent agreeing to such an extension (or that revoked any such notice of agreement prior to any extension request shall be at the sole discretion of Consent Date and thereafter failed to deliver another such Lender. The Commitment of any Declining Lender notice) shall terminate on the Existing Commitment Termination Date. The principal amount of any outstanding Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the accounts of such Declining Lenders hereunder, shall be due and payable on the Existing Commitment Termination Date, and on the Existing Commitment Termination Date each Borrower shall also make such other prepayments of its Loans as shall be required in order that, after giving effect to such prepayments and to the termination of the Commitments of, and all payments to, Declining Lenders pursuant to this sentence, (a) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment, (b) the Revolving Credit Exposure of any Lender shall not exceed its Commitment and . (c) The Applicable Borrowers, acting jointly, shall have the Borrower Credit Exposure right at any time after the Consent Date but prior to the date as of either Borrower which the Commitment of a Non-Extending Lender terminates to replace such Non-Extending Lender with one or more other banks or other lenders (which may include any other Lender, each a "Replacement Lender") with the approval (in the case of a ------------------ Replacement Lender that is not already a Lender) of the Administrative Agent (which approval shall not exceed be unreasonably withheld or delayed), each of which Replacement Lender(s) shall have entered into an agreement in form and substance satisfactory to the Borrower Sublimit Applicable Borrowers and the Administrative Agent pursuant to which such Replacement Lender(s) shall (i) assume all or any portion of the Commitment(s) of the Non-Extending Lender Credit Agreement ---------------- as if such Borrower. Notwithstanding the foregoing, no Non-Extending Lender had agreed to any extension of the Commitment Termination Date shall become effective under this previously effected pursuant to Section unless 2.10(b) hereof (i) on the effective date of and, if any such extensionReplacement Lender is a Lender, the conditions set forth in Section 4.2 (it being understood and agreed that (A) all references to “Credit Extension Date” therein its Commitment shall be deemed to refer in addition to such effective date and (B) all references to the “Closing Date” in (x) Section 4.2.2 as it relates to Sections 5.5, 5.7 and 5.14(ii) and (y) in Sections 5.5, 5.7 and 5.14(ii) shall be deemed to refer to such effective date for purposes of determining satisfaction of the conditions set forth in Section 4.2 as of Lender's Commitment hereunder on such date) shall be satisfied as of such date (as though the effectiveness of such extension were a Credit Extension) and (ii) purchase all of such Non-Extending Lender's Loans hereunder for consideration equal to the Agent aggregate outstanding principal amount of such Non-Extending Lender's Loans, together with interest thereon to the date of such purchase, and satisfactory arrangements are made for payment to such Non-Extending Lender of all other amounts payable hereunder to such Non-Extending Lender on or prior to the date of such transfer (including any fees accrued hereunder and any amounts that would be payable under Section 5.05 hereof as if all of such Non-Extending Lender's Loans were being prepaid in full on such date). Without prejudice to the survival of any other agreement of the Borrowers hereunder, the agreements of the Borrowers contained in Sections 2.12, 5.01, 5.06, 11.03 and 11.13 hereof (without duplication of any payments made to such Non-Extending Lender by the Borrowers or the Replacement Lender) shall survive for the benefit of such Non-Extending Lender under this Section 2.10 with respect to the time prior to such replacement. The right of the Applicable Borrowers to replace a Non-Extending Lender with a Replacement Lender is subject to the requirement that, immediately after giving effect to such replacement, no Lender under any Tranche shall hold a Commitment under such Tranche in an aggregate amount exceeding 25% of the aggregate amount of the Commitments under such Tranche. (d) Any extension of the Existing Commitment Termination Date pursuant to this Section 2.10 shall be effective only if: (i) no Default shall have received a certificate to that effect dated such effective occurred and be continuing on the date and executed by an Authorized Officer of the Companynotice requesting such extension and the Consent Date; and (ii) each of the representations and warranties made by COB in Section 7 hereof (other than the Excluded Representations, but, if such extension relates to the Tranche B-($) Commitment Termination Date or the Tranche B- (MC) Commitment Termination Date, including the representations and warranties made by COFC in Section 7 hereof, other than the Excluded Representations) shall be true and correct in all material respects on and as of the date of the notice requesting such extension and the Consent Date with the same force and effect as if made on and as of each such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date). Each notice requesting an extension of the Existing Commitment Termination Date pursuant to this Section 2.10 shall constitute a certification to the effect set forth in the preceding sentence (both as of the date of such notice and the Consent Date).

Extension of Commitment Termination Date. The CompanyAt any time after the sixty-first (61st) day prior to the then current Commitment Termination Date (as determined in accordance with clause (a) of the definition of that term), the Issuer may request that the Commitment Termination Date be extended to the 364th day after the then current Commitment Termination Date. Each Managing Agent, on behalf of both Borrowersits Ownership Group, may, on not more than two occasions during the term of this Agreementat its option, by written notice to the Agent (which shall promptly deliver a copy to each of the Lenders) delivered not fewer than 45 days, and not more than 60 days, before any anniversary of the Closing Date, request that the Lenders extend the then effective Commitment Termination Date (the “Existing Commitment Termination Date”) for an additional period of one year, effective as of a date specified in accept or reject such notice. Each Lender shall, by notice to the Company and the Agent given not later than the 20th day after the date of the Agent’s receipt of the Company’s notice, advise the Company whether or not it agrees to the requested extension (each Lender agreeing to a requested extension being called a “Consenting Lender” and each Lender declining to agree to a requested extension being called a “Declining Lender”). Any Lender that has not so advised the Company and the Agent by such day shall be deemed to have declined to agree to such extension and shall be a Declining Lender. If Lenders constituting the Required Lenders shall have agreed to a Commitment Termination Date extension request, then the Commitment Termination Date shall, as to the Consenting Lenders, be extended to the first anniversary of the Existing Commitment Termination Date. The decision of any Lender to agree or withhold agreement to any extension Issuer may request shall be at the sole discretion of such Lender. The Commitment of any Declining Lender shall terminate on the Existing Commitment Termination Date. The principal amount of any outstanding Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the accounts of such Declining Lenders hereunder, shall be due and payable on the Existing Commitment Termination Date, and on the Existing Commitment Termination Date each Borrower shall also make such other prepayments of its Loans as shall be required in order that, after giving effect to such prepayments and to the termination of the Commitments of, and all payments to, Declining Lenders pursuant to this sentence, (a) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment, (b) the Revolving Credit Exposure of any Lender shall not exceed its Commitment and (c) the Borrower Credit Exposure of either Borrower shall not exceed the Borrower Sublimit of such Borrower. Notwithstanding the foregoing, no an extension of the Commitment Termination Date by notifying each Managing Agent of its request. Each Managing Agent shall become effective under this Section unless notify the Administrative Agent within 30 days after such request as to whether it consents to such extension, provided that, no Ownership Group will be required to give notice of consent prior to 30 days prior to the then current Commitment Termination Date (the later of such days, the “Extension Response Date”). If the Managing Agent of a Ownership Group fails to give such notice by the Extension Response Date, that Ownership Group shall be deemed to have rejected the requested extension (each such Ownership Group that has rejected or is deemed to have rejected the requested extension of the Commitment Termination Date as to that Ownership Group, a “Terminating Ownership Group”). The Servicer may arrange for each Terminating Ownership Group to assign the Outstanding Principal Balance of its Note (in whole), together with its unused Group Purchase Limit hereunder at such time, and its related commitments hereunder to another financial institution, all at the expense of the Servicer. Each Terminating Ownership Group shall cooperate fully with the Servicer in effectuating any such assignment. Upon such an assignment (or assignments, as applicable), (i) the Terminating Ownership Group’s Group Purchase Limit shall be reduced to zero and (ii) the Applicable Pro Rata Shares of each remaining Ownership Group shall be adjusted accordingly. In such event, the Managing Agent for the Terminating Ownership Group, as assignor, shall deliver an Assignment and Acceptance, duly executed, assigning to the assignee such assignor’s rights and obligations hereunder and under its related Note and the assignor shall promptly execute and deliver all further instruments and documents, and take all further action, that the assignee may reasonably request, in order to protect, or more fully evidence the assignee’s right, title and interest in and to such Note and to enable the Administrative Agent and the related Managing Agent on the effective date behalf of such extensionassignee, to exercise or enforce any rights hereunder and under the conditions set forth in other Transaction Documents to which such assignor is or, immediately prior to such assignment, was a party. Upon any assignment pursuant to this Section 4.2 2.09, (i) the assignee shall have all of the rights and obligations of the assignor hereunder and under the other Transaction Documents for all purposes of this Note Purchase Agreement and under the other Transaction Documents (it being understood that the Alternate Transferees and agreed that (A) all references to “Credit Extension Date” therein Committed Purchasers, as assignees, shall be deemed obligated to refer fund Advances under Section 2.03 in accordance with the terms thereof, notwithstanding that each Conduit Purchaser is permitted to such effective date and (B) all references elect not to make the “Closing Date” in (x) Section 4.2.2 as portion of any Advance it relates is requested to Sections 5.5, 5.7 and 5.14(ii) and (y) in Sections 5.5, 5.7 and 5.14(ii) shall be deemed to refer to such effective date for purposes of determining satisfaction of the conditions set forth in Section 4.2 as of such date) shall be satisfied as of such date (as though the effectiveness of such extension were a Credit Extensionmake) and (ii) to the extent of the interests assigned, the assignor shall relinquish its rights and be released from its obligations under this Note Purchase Agreement and under the other Transaction Documents. On the date of such assignment pursuant to Section 8.04 of the Indenture, the Issuer and the Servicer shall pay to the Managing Agent for the Ownership Group of the Non-Funding Conduit Purchaser all accrued interest, fees and all other amounts owing hereunder (including Breakage Amounts and other Additional Amounts) in accordance with Section 2.07(f) accruing or payable through the date of the assignment and then unpaid, and the assignee shall have received be entitled to interest and fees with respect to the assigned Note only from and after the date of assignment. No such assignment shall be effective unless a certificate fully executed copy of the related Assignment and Acceptance shall be delivered to that effect dated the Administrative Agent and the related Managing Agent. If the Terminating Ownership Group’s Outstanding Principal Balance and unused Group Purchase Limit are not assigned as provided above, at the close of business on the Commitment Termination Date for such effective date Terminating Ownership Group, (i) the Terminating Ownership Group’s Group Purchase Limit shall be reduced to zero, (ii) the Applicable Pro Rata Shares of each remaining Ownership Group shall be adjusted accordingly and executed (iii) the Maximum Amount will be reduced by an Authorized Officer amount equal to the difference between the Terminating Ownership Group’s Group Purchase Limit and its Outstanding Principal Balance of the CompanyNote relating to such Terminating Ownership Group at such time and thereafter will be further reduced on each Distribution Date by an amount equal to the amount received by each Terminating Ownership Group in accordance with Section 8.4(b)(v) and (vii) of the Indenture. On and after the Commitment Termination Date as to a Terminating Ownership Group, if the amount in the Operations Account is not sufficient to pay all amounts due to all Terminating Ownership Groups under Section 8.4(b)(v) of the Indenture on any Distribution Date after payment of all amounts payable on that Distribution Date pursuant to Section 8.4(b)(i) through (iv) of the Indenture, that Terminating Ownership Group shall be entitled to receive a distribution on that Distribution Date as otherwise provided in Section 8.4(b)(v) of the Indenture, such that if there is more than one Terminating Ownership Group, all distributions of Collections pursuant to Section 8.4(b)(v) of the Indenture shall be allocated among the Terminating Ownership Groups in accordance with each such Terminating Ownership Group’s Applicable Funded Share (based on its Applicable Funded Share as of the current Termination Date; it being understood that if such day is also a Termination Date, each Terminating Ownership Group’s Applicable Funded Share shall be recalculated at such time (taking into account amounts received by the applicable Managing Agent on behalf of its Terminating Ownership Group in respect of its Outstanding Principal Balance), and thereafter distributions shall be made to all the Managing Agents pursuant to Section 8.4(b)(v) and, to the extent applicable Section 8.4(b)(vii), of the Indenture. As to those Ownership Groups that consent to the requested extension by the Extension Response Date, the Commitment Termination Date referred to in clause (a) of the definition of the term “Commitment Termination Date” shall be automatically extended to the date which is the 364th day after the then current Commitment Termination Date. Notwithstanding anything in this Note Purchase Agreement to the contrary, as to any Conduit Purchaser, to the extent required under the documents governing its commercial paper program or any Program Support Agreement, such Conduit Purchaser’s agreement to any such extension shall not be effective unless the credit and/or liquidity coverage under any Program Support Agreement are extended as necessary at such time to maintain the then-current ratings of its commercial paper.

Extension of Commitment Termination Date. (a) The CompanyBorrower may request, on behalf in a notice substantially in the form of both Borrowers, may, on not more than two occasions during the term of this Agreement, by written notice Exhibit C (an "Extension Request") given as herein provided to the Administrative Agent (which shall promptly deliver a copy to each of the Lenders) delivered not fewer less than 45 days, days and not more than 60 days, before any anniversary of days prior to the Closing Commitment Termination Date, request that the Lenders extend the then effective Commitment Termination Date be extended, which notice shall specify that the requested extension is to be effective (the “Existing "Extension Effective Date") on the then current Commitment Termination Date”, and that the new Commitment Termination Date to be in effect following such extension (the "Requested Commitment Termination Date") for an additional period of one yearis to be July 8, effective as of a date specified in 2005. The Administrative Agent shall forthwith transmit such noticeExtension Request to the Banks. Each Lender Bank shall, by notice not less than 30 days and not more than 45 days prior to the Company Extension Effective Date, notify the Borrower and the Administrative Agent given of its election to extend or not later than to extend the 20th day after Commitment Termination Date with respect to its Commitment. If on the date 30 days prior to the Extension Effective Date Banks having at least 75% of the Agent’s receipt aggregate amount of the Company’s noticeCommitments elect to extend the Commitment Termination Date with respect to their Commitments, advise the Company whether or not it agrees then, subject to the requested extension (each Lender agreeing provisions of this Section 3.5 and Section 5.3, the Commitment Termination Date shall be extended to a requested extension being called a “Consenting Lender” and each Lender declining to agree to a requested extension being called a “Declining Lender”)the Requested Commitment Termination Date. Any Lender that has Bank which shall not so advised notify the Company Borrower and the Administrative Agent by such day of its election to extend the Commitment Termination Date on or prior to the date 30 days prior to the Extension Effective Date shall be deemed to have declined elected not to agree to such extension and shall be a Declining Lender. If Lenders constituting the Required Lenders shall have agreed to a Commitment Termination Date extension request, then extend the Commitment Termination Date with respect to its Commitment. (b) Provided that Banks having at least 75% of the aggregate amount of the Commitments shall have elected to extend their Commitments as provided in this Section 3.5, and any Bank shall timely notify the Borrower and the Administrative Agent pursuant to Section 3.5(a) of its election not to extend its Commitment or shall be deemed to have elected not to extend its Commitment (any such Bank being called a "Non-Extending Bank"), then the remaining Banks (the "Continuing Banks") or any of them shall have the right (but not the obligation), upon irrevocable notice to the Borrower and the Administrative Agent not later than 15 days preceding the Extension Effective Date to increase their Commitments, by an amount up to the aggregate Commitments of the Non-Extending Banks. If Continuing Banks have elected to increase their Commitments pursuant to the preceding sentence by an aggregate amount which exceeds the aggregate Commitments of the Non-Extending Banks, then the proposed increase in the Commitment of each such Continuing Bank (as specified in the notice referred to in the preceding sentence) shall be decreased pro rata in accordance with the proposed increase of each so that the aggregate increase in the Commitments of such Continuing Banks is equal to the aggregate Commitments of the Non-Extending Banks. Each increase in the Commitments of a Continuing Bank shall be evidenced by a written instrument executed by such Continuing Bank, the Borrower and the Administrative Agent. (c) In the event the aggregate Commitments of the Non-Extending Banks shall exceed the aggregate amount by which the Continuing Banks have agreed to increase their Commitments pursuant to Section 3.5(b), the Borrower may, subject to the same approval process required of Purchasing Banks in Section 11.4(d), designate one or more other financial institutions willing to provide Commitments until the Requested Commitment Termination Date in an aggregate amount not greater than such excess. Any such financial institution (an "Additional Bank"), shall, on the Replacement Date (as hereinafter defined), execute and deliver to the Consenting LendersBorrower and the Administrative Agent a Commitment Transfer Supplement, be extended substantially in the form of Exhibit D (the "Commitment Transfer Supplement"), satisfactory to the first anniversary Borrower and the Administrative Agent, setting forth the amount of such Additional Bank's Commitment and containing its agreement to become, and to perform all the obligations of, a Bank hereunder. (d) The Borrower, with the consent of the Existing Commitment Termination Date. The decision of any Lender to agree or withhold agreement to any extension request shall be at the sole discretion of such Lender. The Commitment of any Declining Lender shall terminate on the Existing Commitment Termination Date. The principal amount of any outstanding Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the accounts of such Declining Lenders hereunderAdministrative Agent, shall be due and payable permitted at its option to designate one or more Non- Extending Banks to be replaced on the Existing Extension Effective Date or at any time thereafter until the Commitment Termination Date, and on the Existing Commitment Termination Date as extended, by one or more Continuing Banks or Additional Banks (each Borrower shall also make such other prepayments of its Loans Non-Extending Bank to be hereinafter referred to as shall be required an "Exiting Bank"). The increase in order that, after giving effect to such prepayments and to the termination of the Commitments of, and all payments to, Declining Lenders pursuant to this sentence, (a) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment, (b) the Revolving Credit Exposure of any Lender shall not exceed its Commitment and (c) the Borrower Credit Exposure of either Borrower shall not exceed the Borrower Sublimit of such Borrower. Notwithstanding the foregoing, no extension of the Commitment Termination Date of a Continuing Bank and the Commitment of an Additional Bank shall become effective under this Section unless (i) on the effective date on which such Continuing Bank or Additional Bank, as the case may be, replaces the Commitment of such extension, an Exiting Bank (the conditions set forth in Section 4.2 (it being understood and agreed that (A"Replacement Date") all references to “Credit Extension Date” therein shall be deemed to refer to such effective date and (B) all references pursuant to the “Closing Date” in (xterms of Section 3.5(b) or Section 4.2.2 as it relates to Sections 5.5, 5.7 and 5.14(ii) and (y) in Sections 5.5, 5.7 and 5.14(ii) shall be deemed to refer to such effective date for purposes of determining satisfaction of the conditions set forth in Section 4.2 as of such date) shall be satisfied as of such date (as though the effectiveness of such extension were a Credit Extension) and (ii) the Agent shall have received a certificate to that effect dated such effective date and executed by an Authorized Officer of the Company.3.5(c)

Extension of Commitment Termination Date. (a) The Company, on behalf of both Borrowers, may, on Borrower may at any time from time to time not more than two occasions during ninety (90) days and not less than thirty-five (35) days prior to any anniversary of the term of this AgreementCommitment Termination Date, by written notice to the Agent (which who shall promptly deliver a copy to each of notify the Lenders) delivered not fewer than 45 days, and not more than 60 days, before any anniversary of the Closing Date, request that the Lenders each Lender extend the then effective (each such date on which such extension occurs, an “Extension Date”) such Lender’s Commitment Termination Date to the date that is one year after the Commitment Termination Date then in effect for such Lender (the “Existing Commitment Termination Date”). (b) for an additional period of one yearEach Lender, effective as of a date specified acting in such notice. Each Lender its sole and individual discretion, shall, by notice to the Company and the Agent given not later than the 20th day after the date of the Agent’s receipt of the Company’s notice, advise the Company whether or not it agrees 25 days prior to the requested extension (each Lender agreeing to a requested extension being called a “Consenting Lender” and each Lender declining to agree to a requested extension being called a “Declining Lender”). Any Lender that has not so advised the Company and the Agent by such day shall be deemed to have declined to agree to such extension and shall be a Declining Lender. If Lenders constituting the Required Lenders shall have agreed to a Commitment Termination Date extension request, then the Commitment Termination Date shall, as to the Consenting Lenders, be extended to the first anniversary of the Existing Commitment Termination Date (the “Notice Date”), advise the Agent whether or not such Lender agrees to such extension (each Lender that determines to so extend its Commitment Termination Date, an “Extending Lender”). Each Lender that determines not to so extend its Existing Commitment Termination Date (a “Non-Extending Lender”) shall notify the Agent of such fact promptly after such determination (but in any event no later than the Notice Date), and any Lender that does not so advise the Agent shall be deemed to be a Non-Extending Lender. The decision election of any Lender to agree or withhold agreement to such extension shall not obligate any other Lender to so agree, and it is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for extension request shall be at the sole discretion of such Lender. The Commitment of any Declining Lender shall terminate on the Existing Commitment Termination Date. . (c) The principal Agent shall notify the Borrower of each Lender’s determination under this Section on the earlier of (x) the date that is one (1) Business Day after the Agent receives notice of such Lender’s determination or (y) the date that is one (1) Business Day after the Notice Date. (d) The Borrower shall have the right, but shall not be obligated, on or before the applicable Commitment Termination Date for any Non-Extending Lender to replace such Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more financial institutions that are Eligible Assignees (each, an “Additional Commitment Lender”) as provided in Section 8.04, each of which Additional Commitment Lenders shall have entered into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 8.04, with the Borrower obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Commitment Lenders shall, effective on or before the applicable Commitment Termination Date for such Non-Extending Lender, assume a Commitment (and, if any such Additional Commitment Lender is already a Lender, its Commitment shall be in addition to such Lender’s Commitment hereunder on such date). (e) If (and only if) the total of the Commitments of the Lenders that have agreed to extend their Commitment Termination Date and the additional Commitments of the Additional Commitment Lenders is more than 50% of the aggregate amount of any outstanding Loans made by Declining Lendersthe Commitments in effect immediately prior to the applicable Extension Date, together with any accrued interest thereon then, effective as of the applicable Extension Date, the Commitment Termination Date of each Extending Lender and any accrued fees and other amounts payable to or for the accounts of such Declining Lenders hereunder, each Additional Commitment Lender shall be due and payable on extended to the Existing Commitment Termination Date, and on date that is one year after the Existing Commitment Termination Date each Borrower shall also make (except that, if such other prepayments of its Loans date is not a Business Day, such Commitment Termination Date as so extended shall be required in order that, after giving effect to such prepayments the next preceding Business Day) and to the termination of the Commitments of, and all payments to, Declining Lenders pursuant to this sentence, (a) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment, (b) the Revolving Credit Exposure of any each Additional Commitment Lender shall not exceed its Commitment thereupon become a “Lender” for all purposes of this Agreement and shall be bound by the provisions of this Agreement as a Lender hereunder and shall have the obligations of a Lender hereunder. (cf) the Borrower Credit Exposure of either Borrower shall not exceed the Borrower Sublimit of such Borrower. Notwithstanding the foregoing, (x) no extension more than two (2) extensions of the Commitment Termination Date shall become effective under this Section unless (i) on the effective date of such extension, the conditions set forth in Section 4.2 (it being understood and agreed that (A) all references to “Credit Extension Date” therein shall be deemed to refer to such effective date and (B) all references to the “Closing Date” in (x) Section 4.2.2 as it relates to Sections 5.5, 5.7 and 5.14(ii) permitted hereunder and (y) in Sections 5.5, 5.7 and 5.14(ii) any extension of any Commitment Termination Date pursuant to this Section 2.20 shall not be deemed effective with respect to refer to such effective date for purposes of determining satisfaction any Extending Lender unless as of the conditions applicable Extension Date and immediately after giving effect thereto: (i) there shall exist no Default or Event of Default; (ii) all the representations and warranties of the Borrower set forth in Section 4.2 as of such date) the Credit Documents shall be satisfied as true and correct in all material respects (without duplication of materiality qualifications otherwise set forth in such date (as though the effectiveness of representations and warranties, before and after giving effect to such extension were a Credit Extension) extension); and (iiiii) the Agent shall have received a certificate to that effect dated such effective date and executed from the Borrower signed by an Authorized Officer of the CompanyBorrower (A) certifying the accuracy of the foregoing clauses (i) and (ii) and (B) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such extension. (g) Subject to subsection (e) above, the Commitment of any Non-Extending Lender that has not been replaced pursuant to subsection (d) above shall automatically terminate on its Existing Commitment Termination Date (without regard to any extension by any other Lender), it being understood and agreed that such Non-Extending Lender’s participations in Swingline Loans and Letters of Credit outstanding on such Existing Commitment Termination Date shall terminate thereon. (h) Each of the Swingline Lender and each Fronting Bank may, in its sole discretion, elect to extend its Swingline Termination Date or Fronting Bank Termination Date, as applicable, in connection with any extension of the Commitment Termination Date; provided that, (i) the Borrower and the Agent may appoint a replacement for any such resigning Swingline Lender or Fronting Bank that does not so elect to extend its Swingline Termination Date or Fronting Bank Termination Date, as applicable, and (ii) the extension of any Commitment Termination Date may become effective without regard to whether such replacement is appointed. (i) In connection with any extension of the Commitment Termination Date, the Borrower, the Agent and each Extending Lender may make such amendments to this Agreement as the Agent determines to be reasonably necessary to evidence the extension. This Section shall supersede Sections 2.13 and 8.

Extension of Commitment Termination Date. (a) The Company, on behalf of both Borrowers, may, on Borrower may at any time from time to time not more than two occasions during 120 days and not less than 35 days prior to any anniversary of the term of this AgreementCommitment Termination Date, by written notice to the Agent (which who shall promptly deliver a copy to each of notify the Lenders) delivered not fewer than 45 days, and not more than 60 days, before any anniversary of the Closing Date, request that the Lenders each Lender extend the then effective (each such date on which such extension occurs, an “Extension Date”) such Lender’s Commitment Termination Date to the date that is one year after the Commitment Termination Date then in effect for such Lender (the “Existing Commitment Termination Date”); provided, for the avoidance of doubt, that the Borrower may make such a request during the relevant period prior to the first anniversary of the Closing Date, but the Extension Date in connection with such a request shall be on or following the first anniversary of the Closing Date. For purposes of clarity, at any date of determination, the Commitment Termination Date shall be no later than three (3) for an additional period years following the applicable date of one yeardetermination, effective as of a date specified whether such determination is made before or after giving effect to any extension election made by the Borrower. (b) Each Lender, acting in such notice. Each Lender its sole and individual discretion, shall, by notice to the Company and the Agent given not later than the 20th day after the date of the Agent’s receipt of the Company’s notice, advise the Company whether or not it agrees 25 days prior to the requested extension (each Lender agreeing to a requested extension being called a “Consenting Lender” and each Lender declining to agree to a requested extension being called a “Declining Lender”). Any Lender that has not so advised the Company and the Agent by such day shall be deemed to have declined to agree to such extension and shall be a Declining Lender. If Lenders constituting the Required Lenders shall have agreed to a Commitment Termination Date extension request, then the Commitment Termination Date shall, as to the Consenting Lenders, be extended to the first anniversary of the Existing Commitment Termination Date (the “Notice Date”), advise the Agent whether or not such Lender agrees to such extension (each Lender that determines to so extend its Commitment Termination Date, an “Extending Lender”). Each Lender that determines not to so extend its Existing Commitment Termination Date (a “Non-Extending Lender”) shall notify the Agent of such fact promptly after such determination (but in any event no later than the Notice Date), and any Lender that does not so advise the Agent shall be deemed to be a Non-Extending Lender. The decision election of any Lender to agree or withhold agreement to such extension shall not obligate any other Lender to so agree, and it is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for extension request shall be at the sole discretion of such Lender. The Commitment of any Declining Lender shall terminate on the Existing Commitment Termination Date. . (c) The principal Agent shall notify the Borrower of each Lender’s determination under this Section on the earlier of (x) the date that is one (1) Business Day after the Agent receives notice of such ▇▇▇▇▇▇’s determination or (y) the date that is one (1) Business Day after the Notice Date. (d) The Borrower shall have the right, but shall not be obligated, on or before the applicable Commitment Termination Date for any Non-Extending Lender to replace such Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more financial institutions that are Eligible Assignees (each, an “Additional Commitment Lender”) as provided in Section 8.04, each of which Additional Commitment Lenders shall have entered into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 8.04, with the Borrower obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Commitment Lenders shall, effective on or before the applicable Commitment Termination Date for such Non-Extending Lender, assume a Commitment (and, if any such Additional Commitment Lender is already a Lender, its Commitment shall be in addition to such ▇▇▇▇▇▇’s Commitment hereunder on such date). (e) If (and only if) the total of the Commitments of the Lenders that have agreed to extend their Commitment Termination Date and the additional Commitments of the Additional Commitment Lenders is more than 50% of the aggregate amount of any outstanding Loans made by Declining Lendersthe Commitments in effect immediately prior to the applicable Extension Date, together with any accrued interest thereon then, effective as of the applicable Extension Date, the Commitment Termination Date of each Extending Lender and any accrued fees and other amounts payable to or for the accounts of such Declining Lenders hereunder, each Additional Commitment Lender shall be due and payable on extended to the Existing Commitment Termination Date, and on date that is one year after the Existing Commitment Termination Date each Borrower shall also make (except that, if such other prepayments of its Loans date is not a Business Day, such Commitment Termination Date as so extended shall be required in order that, after giving effect to such prepayments the next preceding Business Day) and to the termination of the Commitments of, and all payments to, Declining Lenders pursuant to this sentence, (a) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment, (b) the Revolving Credit Exposure of any each Additional Commitment Lender shall not exceed its Commitment thereupon become a “Lender” for all purposes of this Agreement and shall be bound by the provisions of this Agreement as a Lender hereunder and shall have the obligations of a Lender hereunder. (cf) the Borrower Credit Exposure of either Borrower shall not exceed the Borrower Sublimit of such Borrower. Notwithstanding the foregoing, (x) no extension more than two (2) extensions of the Commitment Termination Date shall become effective under this Section unless (i) on the effective date of such extension, the conditions set forth in Section 4.2 (it being understood and agreed that (A) all references to “Credit Extension Date” therein shall be deemed to refer to such effective date and (B) all references to the “Closing Date” in (x) Section 4.2.2 as it relates to Sections 5.5, 5.7 and 5.14(ii) permitted hereunder and (y) in Sections 5.5, 5.7 and 5.14(ii) any extension of any Commitment Termination Date pursuant to this Section 2.20 shall not be deemed effective with respect to refer to such effective date for purposes of determining satisfaction any Extending Lender unless as of the conditions applicable Extension Date and immediately after giving effect thereto: (i) there shall exist no Default or Event of Default; (ii) all the representations and warranties of the Borrower set forth in Section 4.2 as of such date) the Credit Documents shall be satisfied as true and correct in all material respects (without duplication of materiality qualifications otherwise set forth in such date (as though the effectiveness of representations and warranties, before and after giving effect to such extension were a Credit Extension) extension); and (iiiii) the Agent shall have received a certificate to that effect dated such effective date and executed from the Borrower signed by an Authorized Officer of the CompanyBorrower (A) certifying the accuracy of the foregoing clauses (i) and (ii) and (B) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such extension. (g) Subject to subsection (e) above, the Commitment of any Non-Extending Lender that has not been replaced pursuant to subsection (d) above shall automatically terminate on its Existing Commitment Termination Date (without regard to any extension by any other Lender), it being understood and agreed that such Non-Extending Lender’s participations in Swingline Loans on such Existing Commitment Termination Date shall terminate thereon. (h) The Swingline Lender may, in its sole discretion, elect to extend its Swingline Termination Date in connection with any extension of the Commitment Termination Date; provided that, (i) the Borrower and the Agent may appoint a replacement for such resigning Swingline Lender that does not so elect to extend its Swingline Termination Date and (ii) the extension of any Commitment Termination Date may become effective without regard to whether such replacement is appointed. (i) In connection with any extension of the Commitment Termination Date, the Borrower, the Agent and each Extending Lender may make such amendments to this Agreement as the Agent determines to be reasonably necessary to evidence the extension. This Section shall supersede Sections 2.13 and 8.08.

Extension of Commitment Termination Date. (a) The Company, on behalf of both Borrowers, Borrower may, on not more than two occasions during the term of this Agreement, by written notice to the Agent Lender (which shall promptly deliver a copy to each of the Lenderssuch notice being an "Extension Notice") delivered not fewer given no earlier than 60 days and no later than 45 days, and not more than 60 days, before any anniversary of days prior to the Closing Commitment Termination Date, request that the Lenders extend Lender consider an extension of the then effective applicable Commitment Termination Date (to a date 364 days after the “Existing then applicable Commitment Termination Date”. If the Lender has elected (in its sole and absolute discretion) for an additional period to so extend the Commitment Termination Date, the Lender shall notify the Borrower of one year, effective as of a date specified in such notice. Each Lender shall, by notice to the Company and the Agent given not election no later than the 20th day after the date of the Agent’s 15 days prior to such Commitment Termination Date, and upon receipt of such notice the Company’s notice, advise Borrower shall promptly inform the Company Lender whether or not it agrees wishes to extend the Commitment Termination Date with respect to the requested extension (each Commitments of the Lender. If the Lender agreeing does not expressly notify the Borrower prior to a requested extension being called a “Consenting Lender” and each such 15-day period that it wishes to so extend the then applicable Commitment Termination Date the Lender declining to agree to a requested extension being called a “Declining Lender”). Any Lender that has not so advised the Company and the Agent by such day shall be deemed to have declined to agree to rejected the Borrower's request for extension of such extension and shall be a Declining Lender. If Lenders constituting the Required Lenders shall have agreed to a Commitment Termination Date extension request, then Date. In the event that the Lender has elected to so extend the Commitment Termination Date shall, as and in the event that the Borrower elects to accept the Consenting Lenders, be extended Lender's offer to extend the first anniversary of the Existing Commitment Termination Date. The decision of any Lender to agree or withhold agreement to any extension request shall be at the sole discretion of such Lender. The Commitment of any Declining Lender shall terminate on the Existing Commitment Termination Date. The principal amount of any outstanding Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the accounts of such Declining Lenders hereunder, shall be due and payable on the Existing Commitment Termination Date, and on the Existing Commitment Termination Date each Borrower shall also make such other prepayments of its Loans as the Lender shall be required in order that, after giving effect to such prepayments and to so extended. No extension will be permitted hereunder if the termination of Borrower has selected the Commitments of, and all payments to, Declining Lenders Term-Out Maturity Date pursuant to this sentence, (a) Section 2.09(a). Upon the Aggregate Outstanding Credit Exposure shall not exceed delivery of an Extension Notice and upon the Aggregate Commitment, (b) the Revolving Credit Exposure of any Lender shall not exceed its Commitment and (c) the Borrower Credit Exposure of either Borrower shall not exceed the Borrower Sublimit of such Borrower. Notwithstanding the foregoing, no extension of the Commitment Termination Date shall become effective under pursuant to this Section unless (i) 2.19, the Borrower shall be deemed to have represented and warranted on and as of the date of such Extension Notice and the effective date of such extension, as the conditions set forth case may be, that no Default or Event of Default has occurred and is continuing. Notwithstanding anything contained in this Agreement to the contrary, the Lender shall not have any obligation to extend the Commitment Termination Date, and the Lender may at its option, unconditionally and without cause, decline to extend the Commitment Termination Date. (b) If the Commitment Termination Date shall have been extended in accordance with Section 4.2 (it being understood and agreed that (A) 2.19(a), all references herein to “Credit Extension the "Commitment Termination Date” therein " shall be deemed to refer to such effective date the Commitment Termination Date as so extended and (B) all references herein to the “Closing "Term-Out Maturity Date” in (x) Section 4.2.2 as it relates to Sections 5.5, 5.7 and 5.14(ii) and (y) in Sections 5.5, 5.7 and 5.14(ii) " shall be deemed to refer to such effective a date for purposes of determining satisfaction which is the first anniversary of the conditions set forth in Commitment Termination Date as so extended. (c) If the Lender shall determine not to extend the Commitment Termination Date as requested by any Extension Notice given by the Borrower pursuant to Section 4.2 as 2.19(a), the Commitment of the Lender shall terminate on the Commitment Termination Date without giving any effect to such date) proposed extension, and the Borrower shall be satisfied as of on such date pay to the Lender, the principal amount of, and accrued interest on, the Lender's Loans, together with any amounts payable to the Lender pursuant to Section 2.15 and any fees or other amounts owing to the Lender under this Agreement. (as though the effectiveness of such extension were a Credit Extensiond) and (ii) the Agent shall have received a certificate to that effect dated such effective date and executed by an Authorized Officer of the Company[Reserved].

Extension of Commitment Termination Date. (a) The CompanyBorrowers shall have the right, on behalf of both Borrowers, may, on not more than two occasions during the term of this Agreement, by written upon at least 30 Business Days’ notice to the Administrative Agent (which shall promptly deliver a copy forward such notice to the Lenders) prior to each of the Lenders) delivered not fewer than 45 days, and not more than 60 days, before any anniversary first three anniversaries of the Closing DateEffective Date (each, a “Relevant Anniversary”), to request that the Lenders extend the then effective Commitment Termination Date then in effect (the “Existing Current Commitment Termination Date”) for be extended to the date one year after such Current Commitment Termination Date (such extended date, an additional period of one year, effective as of a date specified in such notice. “Extended Commitment Termination Date”). (b) Each Lender shall, by notice will use its reasonable efforts to notify the Company and Administrative Agent at least 15 Business Days before the Agent given not later than the 20th day after the date of the Agent’s receipt of the Company’s notice, advise the Company Relevant Anniversary whether or not it agrees to participate in such extension. Any Lender that does not so notify the requested Administrative Agent that it agrees to such extension (each Lender agreeing to a requested extension being called a “Consenting Lender” and each Lender declining to agree to a requested extension being called each, a “Declining Lender”). Any ) shall continue to be a Lender that with a Commitment until the Current Commitment Termination Date or until such Lender is replaced pursuant to subsection (c) of this Section 2.17 (but shall not have any Commitment during any extended period to which it has not so advised agreed). (c) The Borrowers shall have the Company right to replace, effective as of the Relevant Anniversary or the Current Commitment Termination Date, each Declining Lender with, and add as “Lenders” under this Agreement, one or more Eligible Assignees (which may include any Lender with the consent of such Lender) (each such Eligible Assignee an “Additional Commitment Lender”) with the approval of the Administrative Agent by such day shall (not to be deemed to have declined to agree to such extension and shall be a Declining Lender. If Lenders constituting the Required unreasonably withheld), each of which Additional Commitment Lenders shall have entered into an agreement in form and substance satisfactory to the Borrowers and the Administrative Agent (an “Additional Commitment Agreement”) pursuant to which such Additional Commitment Lender shall undertake a Commitment (if any such Additional Commitment Lender is a Lender, its Commitment shall be in addition to such Lender’s Commitment hereunder), and such Additional Commitment Lender shall become a “Lender” for all purposes of this Agreement on the Relevant Anniversary or the Current Commitment Termination Date, as the case may be. (d) If and only if the total of the Commitments of the Lenders that have so agreed to a extend the Commitment Termination Date, taking into account any Commitment increases pursuant to clause (c) of this Section 2.17, shall be more than 50% of the aggregate amount of the Commitments in effect immediately prior to the Relevant Anniversary, the Current Commitment Termination Date extension requestshall be extended, then effective as of the Commitment Termination Date shallRelevant Anniversary, as to the Consenting Lenders, be extended to the first anniversary of the Existing Extended Commitment Termination Date. The decision of any Lender Borrowers agree to agree or withhold agreement pay in full all amounts owing hereunder to any extension request shall be at the sole discretion of such Lender. The Commitment of any each Declining Lender shall terminate on the Existing Commitment Termination Date. The principal amount of any outstanding Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to Relevant Anniversary or for the accounts of such Declining Lenders hereunder, shall be due and payable on the Existing Commitment Current Termination Date, and as the case may be, on the Existing Commitment Termination Date each Borrower shall also make which such other prepayments of its Loans Declining Lender is replaced as shall be required in order that, after giving effect to such prepayments and to the termination of the Commitments of, and all payments to, Declining Lenders a Lender pursuant to this sentence, (a) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment, (b) the Revolving Credit Exposure of any Lender shall not exceed its Commitment and clause (c) the Borrower Credit Exposure of either Borrower shall not exceed the Borrower Sublimit of such Borrower. this Section 2.17. (e) Notwithstanding the foregoing, no each extension of the Commitment Termination Date shall become effective under hereunder pursuant to this Section unless 2.17 shall be effective only if: (i) on no Default has occurred and is continuing as of the effective date of the request pursuant to clause (a) above and the Relevant Anniversary; and (ii) all representations and warranties contained herein are true and correct in all material respects on and as of the date of the request pursuant to clause (a) above and the Relevant Anniversary, including without limitation the representation and warranty of the Borrowers as to the execution, delivery and performance by them of this Agreement and the Notes, taking into account such extension, the conditions set forth in Section 4.2 having been duly authorized by all necessary corporate action (it being understood and agreed that (A) all references any representation or warranty which expressly refers by its terms to “Credit Extension Date” therein a specified date shall be deemed required to refer to such effective date be true and (B) correct in all references to the “Closing Date” in (x) Section 4.2.2 as it relates to Sections 5.5, 5.7 and 5.14(ii) and (y) in Sections 5.5, 5.7 and 5.14(ii) shall be deemed to refer to such effective date for purposes of determining satisfaction of the conditions set forth in Section 4.2 material respects only as of such date); and (iii) if on the Relevant Anniversary or the Current Commitment Termination Date there are Advances outstanding, appropriate adjustments shall be satisfied made among the Lenders to cause the outstanding Advances to be held ratably by all Lenders in accordance with their respective Commitments as of each such date (as though the effectiveness of such extension were a Credit Extension) and (ii) the Agent shall have received a certificate to that effect dated such effective date and executed by an Authorized Officer of the Companydate.

Extension of Commitment Termination Date. (a) The Company, on behalf of both Borrowers, may, on Borrower may at any time from time to time not more than two occasions during 90 days and not less than 35 days prior to any anniversary of the term of this AgreementCommitment Termination Date, by written notice to the Agent (which who shall promptly deliver a copy to each of notify the Lenders) delivered not fewer than 45 days, and not more than 60 days, before any anniversary of the Closing Date, request that the Lenders each Lender extend the then effective (each such date on which such extension occurs, an “Extension Date”) such Lender’s Commitment Termination Date to the date that is one year after the Commitment Termination Date then in effect for such Lender (the “Existing Commitment Termination Date”); provided, for the avoidance of doubt, that the Borrower may make such a request during the relevant period prior to the first anniversary of the Closing Date, but the Extension Date in connection with such a request shall be on or following the first anniversary of the Closing Date. For purposes of clarity, at any date of determination, the Commitment Termination Date shall be no later than three years following the applicable date of determination, whether such determination is made before or after giving effect to any extension election made by the Borrower. (b) for an additional period of one yearEach Lender, effective as of a date specified acting in such notice. Each Lender its sole and individual discretion, shall, by notice to the Company and the Agent given not later than the 20th day after the date of the Agent’s receipt of the Company’s notice, advise the Company whether or not it agrees 25 days prior to the requested extension (each Lender agreeing to a requested extension being called a “Consenting Lender” and each Lender declining to agree to a requested extension being called a “Declining Lender”). Any Lender that has not so advised the Company and the Agent by such day shall be deemed to have declined to agree to such extension and shall be a Declining Lender. If Lenders constituting the Required Lenders shall have agreed to a Commitment Termination Date extension request, then the Commitment Termination Date shall, as to the Consenting Lenders, be extended to the first anniversary of the Existing Commitment Termination Date (the “Notice Date”), advise the Agent whether or not such Lender agrees to such extension (each Lender that determines to so extend its Commitment Termination Date, an “Extending Lender”). Each Lender that determines not to so extend its Existing Commitment Termination Date (a “Non-Extending Lender”) shall notify the Agent of such fact promptly after such determination (but in any event no later than the Notice Date), and any Lender that does not so advise the Agent shall be deemed to be a Non-Extending Lender. The decision election of any Lender to agree or withhold agreement to such extension shall not obligate any other Lender to so agree, and it is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for extension request shall be at the sole discretion of such Lender. The Commitment of any Declining Lender shall terminate on the Existing Commitment Termination Date. . (c) The principal Agent shall notify the Borrower of each Lender’s determination under this Section on the earlier of (x) the date that is one Business Day after the Agent receives notice of such ▇▇▇▇▇▇’s determination or (y) the date that is one Business Day after the Notice Date. (d) The Borrower shall have the right, but shall not be obligated, on or before the applicable Commitment Termination Date for any Non-Extending Lender to replace such Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more financial institutions that are Eligible Assignees (each, an “Additional Commitment Lender”) as provided in Section 8.04, each of which Additional Commitment Lenders shall have entered into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 8.04, with the Borrower obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Commitment Lenders shall, effective on or before the applicable Commitment Termination Date for such Non-Extending Lender, assume a Commitment (and, if any such Additional Commitment Lender is already a Lender, its Commitment shall be in addition to such ▇▇▇▇▇▇’s Commitment hereunder on such date). (e) If (and only if) the total of the Commitments of the Lenders that have agreed to extend their Commitment Termination Date and the additional Commitments of the Additional Commitment Lenders is more than 50% of the aggregate amount of any outstanding Loans made by Declining Lendersthe Commitments in effect immediately prior to the applicable Extension Date, together with any accrued interest thereon then, effective as of the applicable Extension Date, the Commitment Termination Date of each Extending Lender and any accrued fees and other amounts payable to or for the accounts of such Declining Lenders hereunder, each Additional Commitment Lender shall be due and payable on extended to the Existing Commitment Termination Date, and on date that is one year after the Existing Commitment Termination Date each Borrower shall also make (except that, if such other prepayments of its Loans date is not a Business Day, such Commitment Termination Date as so extended shall be required in order that, after giving effect to such prepayments the next preceding Business Day) and to the termination of the Commitments of, and all payments to, Declining Lenders pursuant to this sentence, (a) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment, (b) the Revolving Credit Exposure of any each Additional Commitment Lender shall not exceed its Commitment thereupon become a “Lender” for all purposes of this Agreement and shall be bound by the provisions of this Agreement as a Lender hereunder and shall have the obligations of a Lender hereunder. (cf) the Borrower Credit Exposure of either Borrower shall not exceed the Borrower Sublimit of such Borrower. Notwithstanding the foregoing, (x) no extension more than two extensions of the Commitment Termination Date shall become effective under this Section unless (i) on the effective date of such extension, the conditions set forth in Section 4.2 (it being understood and agreed that (A) all references to “Credit Extension Date” therein shall be deemed to refer to such effective date and (B) all references to the “Closing Date” in (x) Section 4.2.2 as it relates to Sections 5.5, 5.7 and 5.14(ii) permitted hereunder and (y) in Sections 5.5, 5.7 and 5.14(ii) any extension of any Commitment Termination Date pursuant to this Section 2.20 shall not be deemed effective with respect to refer to such effective date for purposes of determining satisfaction any Extending Lender unless as of the conditions applicable Extension Date and immediately after giving effect thereto: (i) there shall exist no Default or Event of Default; (ii) all the representations and warranties of the Borrower set forth in Section 4.2 as of such date) the Credit Documents shall be satisfied as true and correct in all material respects (without duplication of materiality qualifications otherwise set forth in such date (as though the effectiveness of representations and warranties, before and after giving effect to such extension were a Credit Extension) extension); and (iiiii) the Agent shall have received a certificate to that effect dated such effective date and executed from the Borrower signed by an Authorized Officer of the CompanyBorrower (A) certifying the accuracy of the foregoing clauses (i) and (ii) and (B) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such extension. (g) Subject to subsection (e) above, the Commitment of any Non-Extending Lender that has not been replaced pursuant to subsection (d) above shall automatically terminate on its Existing Commitment Termination Date (without regard to any extension by any other Lender). (h) [Reserved]. (i) In connection with any extension of the Commitment Termination Date, the Borrower, the Agent and each Extending Lender may make such amendments to this Agreement as the Agent determines to be reasonably necessary to evidence the extension. This Section shall supersede Sections 2.13 and 8.08.

Extension of Commitment Termination Date. The Company(a) Subject to subclause (c), on behalf of both Borrowers, may, on not more than two occasions during from time to time after the term of this Agreement, by written notice to the Agent (which shall promptly deliver a copy to each of the Lenders) delivered not fewer than 45 days, and not more than 60 days, before any first anniversary of the Closing Date, but at least 45 days prior to the scheduled Maturity Date then in effect, the Borrower may, by written notice from the Borrower to the Administrative Agent, request that the Lenders extend the scheduled Maturity Date then effective Commitment Termination Date (the “Existing Commitment Termination Date”) for an additional period of in effect be extended by one calendar year, effective as of a date specified in such notice. Each Lender shall, selected by notice to the Company and Borrower (the Agent given not later than the 20th day after the date of the Agent’s receipt of the Company’s notice, advise the Company whether or not it agrees to the requested extension (each Lender agreeing to a requested extension being called a “Consenting Lender” and each Lender declining to agree to a requested extension being called a “Declining LenderExtension Effective Date”). Any Lender ; provided, that has not so advised (i) the Company Borrower may make only one such request in any calendar year and no more than two such requests during the Agent by such day shall be deemed to have declined to agree to such extension and shall be a Declining Lender. If Lenders constituting the Required Lenders shall have agreed to a Commitment Termination Date extension request, then the Commitment Termination Date shall, as to the Consenting Lenders, be extended to the first anniversary term of the Existing Commitment Termination Date. The decision of any Lender to agree or withhold agreement to any extension request shall be at the sole discretion of such Lender. The Commitment of any Declining Lender shall terminate on the Existing Commitment Termination Date. The principal amount of any outstanding Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or this Agreement (for the accounts avoidance of such Declining Lenders hereunder, shall be due and payable on the Existing Commitment Termination Date, and on the Existing Commitment Termination Date each Borrower shall also make such other prepayments of its Loans as shall be required in order thatdoubt, after giving effect to such prepayments and to the termination of the Commitments ofSecond Amendment, and all payments to, Declining Lenders pursuant to this sentence, (a) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment, (b) the Revolving Credit Exposure of any Lender shall not exceed its Commitment and (c) the Borrower Credit Exposure of either Borrower shall not exceed the Borrower Sublimit of such Borrower. Notwithstanding the foregoing, no has utilized both extension of the Commitment Termination Date shall become effective options available under this Section unless (i) on the effective date of such extension, the conditions set forth in Section 4.2 (it being understood and agreed that (A) all references to “Credit Extension Date” therein shall be deemed to refer to such effective date and (B) all references to the “Closing Date” in (x) Section 4.2.2 as it relates to Sections 5.5, 5.7 and 5.14(ii) and (y) in Sections 5.5, 5.7 and 5.14(ii) shall be deemed to refer to such effective date for purposes of determining satisfaction of the conditions set forth in Section 4.2 as of such date) shall be satisfied as of such date (as though the effectiveness of such extension were a Credit Extension2.16) and (ii) the Extension Effective Date shall be at least 30 days, but not more than 90 days, after the date such extension request is received by the Administrative Agent (the “Extension Request Date”). Upon receipt of the extension request, the Administrative Agent shall have received promptly notify each Lender of such request. If a certificate Lender agrees, in its sole discretion, to so extend the Maturity Date applicable to its Commitment (an “Extending Lender”), it shall deliver to the Administrative Agent a written notice of its agreement to do so no later than 15 days after the Extension Request Date (or such later date to which the Borrower and the Administrative Agent shall agree), and the Administrative Agent shall promptly thereafter notify the Borrower of such Extending Lender’s agreement to extend the Commitment Termination Date applicable to such Lender’s Commitment and Revolving Loans (and such agreement shall be irrevocable until the Extension Effective Date). Subject to Section 2.16(b), the Commitment of any Lender that fails to accept or respond to the Borrower’s request for extension of the Maturity Date (a “Declining Lender”) shall be terminated on the Maturity Date then in effect dated for such effective Lender (without regard to any extension by other Lenders) and on such Maturity Date the Borrower shall pay in full the unpaid principal amount of all Revolving Loans owing to such Declining Lender, together with all accrued and unpaid interest thereon and all accrued and unpaid fees owing to such Declining Lender under this Agreement to the date of such payment of principal and executed all other amounts due to such Declining Lender under this Agreement. (b) The Administrative Agent shall promptly notify each Extending Lender of the aggregate Commitments of the Declining Lenders. Upon receipt by the Extending Lenders of notice of the Declining Lenders (the “Increase Request Date”), each Extending Lender may offer to increase its respective Commitment by an Authorized Officer amount not to exceed the aggregate amount of the CompanyDeclining Lenders’ Commitments, and such Extending Lender shall deliver to the Administrative Agent a notice of its offer to so increase its Commitment no later than 15 days after the Increase Request Date (or such later date to which the Borrower and the Administrative Agent shall agree), and such offer shall be irrevocable until the Extension Effective Date. To the extent the aggregate amount of additional Commitments that the Extending Lenders offer pursuant to the preceding sentence exceeds the aggregate amount of the Declining Lenders’ Commitments, such additional Commitments shall be reduced on a pro rata basis. To the extent the aggregate amount of Commitments that the Extending Lenders have so offered to extend is less than the aggregate amount of Commitments that the Borrower has so requested to be extended, the Borrower shall have the right to seek additional Commitments from other Persons. Once the Borrower has obtained offers to provide the full amount of any Declining Lender’s Commitments (whether from Extending Lenders or other Persons), the Borrower shall have the right but not the obligation to require any Declining Lender to (and any such Declining Lender shall) assign in full its rights and obligations (including all Commitments and Revolving Loans) under this Agreement to one or more banks or other financial institutions (which may be, but need not be, one or more of the Extending Lenders) which at the time agree to, in the case of any such Person that is an Extending Lender, increase its Commitment and in the case of any other such Person (a “New Lender”) become a party to this Agreement; provided that (i) such assignment is otherwise in compliance with Section 10.07, (ii) such Declining Lender receives payment in full of the unpaid principal amount of all Revolving Loans owing to such Declining Lender, together with all accrued and unpaid interest thereon and all fees accrued and unpaid under this Agreement to the date of such payment of principal and all other amounts due to such Declining Lender under this Agreement and (iii) any such assignment shall be effective on the date on or before such Extension Effective Date as may be specified by the Borrower and agreed to by the respective New Lenders and Extending Lenders, as the case may be, and the Administrative Agent. (c) If, but only if, Extending Lenders and New Lenders, as the case may be, have agreed to provide Commitments in an aggregate amount equal to greater than 50% of the aggregate amount of the Commitments outstanding immediately prior to such Extension Effective Date and the conditions precedent in Section 4.01(a)(v) and Section 4.01(a)(x) are met as of the Extension Effective Date, the Maturity Date in effect with respect to the Commitments of such Extending Lenders and New Lenders (but not other Lenders that do not elect to extend) shall be extended by one calendar year. (d) This Section 2.16 shall supersede any conflicting provisions in Section 2.12 or Section 10.01. -63-

Extension of Commitment Termination Date. The Company(a) So long as no Event of Default has occurred and is continuing, on behalf of both Borrowers, the Borrower may, at any one time in any calendar year (but not less than 30 days and not more than 60 days prior to the proposed Extension Date (as defined below)) and on not more than two occasions during following the term of this AgreementExecution Date, by written notice to the Agent (which who shall promptly deliver provide a copy of such notice to each of the Lenders) delivered not fewer than 45 daysBank), and not more than 60 days, before any anniversary of the Closing Date, request that the Lenders propose to extend the then effective Commitment Termination Date by one year; provided that the Commitment Termination Date, as so extended, shall not be more than five years later than the applicable Extension Date. Such notice shall specify the date (which shall be not less than 15 days after such notice is delivered to the Agent) by which ▇▇▇▇▇ are requested to respond to such request, and the date that such extension is to become effective (the “Existing Extension Date”). Each Bank may, not later than 15 days (or such other date specified by the Borrower in such written notice delivered pursuant to the immediately preceding sentence or any supplement thereto) after such notice is delivered to the Agent, elect by written notice to the Borrower and the Agent to extend its Commitment Termination Date”) for an additional Date by a period of one year, effective as of a date specified in such notice. Each Lender shall, by notice to the Company and the Agent given not later than the 20th day after the date of the Agent’s receipt of the Company’s notice, advise the Company whether No Bank (or not it agrees to the requested extension (each Lender agreeing to a requested extension being called a “Consenting Lender” and each Lender declining to agree to a requested extension being called a “Declining Lender”). Any Lender that has not so advised the Company and the Agent by such day shall be deemed to have declined to agree to such extension and shall be a Declining Lender. If Lenders constituting the Required Lenders any successor thereto) shall have agreed any obligation to a Commitment Termination Date extension request, then the Commitment Termination Date shall, as to the Consenting Lenders, be extended to the first anniversary of the Existing Commitment Termination Date. The decision of any Lender to agree or withhold agreement to any extension request shall be at the sole discretion of such Lender. The Commitment of any Declining Lender shall terminate on the Existing Commitment Termination Date. The principal amount of any outstanding Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the accounts of such Declining Lenders hereunder, shall be due and payable on the Existing extend its Commitment Termination Date, and on the Existing any decision by a Bank to extend its Commitment Termination Date each Borrower shall also make such other prepayments of its Loans as shall be made in its sole discretion independently from any other Bank. Any Bank that does not respond to a request to extend the Commitment Termination Date shall be deemed to be a Non-Consenting Bank. (b) If any Bank shall not elect to extend its Commitment Termination Date pursuant to paragraph (a) (each such Bank being a “Non-Consenting Bank”), the Borrower may designate another bank or other financial institution (which may be, but need not be, one or more of the existing Banks) which at the time agrees to accept an assignment of the Commitment of the Non-Consenting Bank in accordance with Section 11.5; provided, however, that (i) any Additional Bank must meet the criteria for an Eligible Assignee and must in all other respects be acceptable to the Agent, which acceptance will not be unreasonably withheld, conditioned or delayed; (ii) the amount of the Commitment of any such Additional Bank as a result of such substitution shall in no event be less than $5,000,000 unless the amount of the Commitment of such Non-Consenting Bank is less than $5,000,000, in which case such Additional Bank shall assume all of such lesser amount; (iii) any such Non-Consenting Bank shall have been paid (A) the aggregate principal amount of, and any interest accrued and unpaid to the effective date of the assignment on, the outstanding Advances, if any, of such Non-Consenting Bank plus (B) any accrued but unpaid commitment fees owing to such Non-Consenting Bank as of the effective date of such assignment; (iv) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Bank, and all other accrued and unpaid amounts owing to such Non-Consenting Bank hereunder, as of the effective date of such assignment shall have been paid to such Non-Consenting Bank; and (v) with respect to any such Additional Bank, the applicable processing and recordation fee required under Section 11.5 for such assignment shall have been paid. To the extent that the Commitment Termination Date is not extended as to any Bank pursuant to this Section 2.3 and the Commitment of such Bank is not assumed in order thataccordance with this subsection (b), the Commitment of such Non-Consenting Bank shall automatically terminate in whole on such unextended Commitment Termination Date without any further notice or other action by the Borrower, such Bank or any other Person; provided that such Non-Consenting Bank’s rights under Sections 3.2, 4.4, 5.5 and 11.9, and its obligations under Section 10.4, shall survive the Commitment Termination Date for such Bank as to matters occurring prior to such date. (c) If (after giving effect to such prepayments and any assignments pursuant to the termination subsection (b) of this Section 2.3) Banks having Commitments equal to at least 50% of the Commitments ofin effect immediately prior to the applicable Extension Date consent in writing to a requested extension (whether by execution or delivery of an Assignment Certificate or otherwise) not later than one Business Day prior to such Extension Date, the Agent shall so notify the Borrower, and the Commitment Termination Date then in effect shall be extended for the additional one-year period as described in subsection (a) of this Section 2.3, and all payments toreferences in this Agreement, Declining Lenders pursuant and in the Notes to this sentencethe “Commitment Termination Date” shall, (a) with respect to each Bank other than a Non-Consenting Bank for such extension, refer to the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment, (b) the Revolving Credit Exposure of any Lender shall not exceed its Commitment and (c) the Borrower Credit Exposure of either Borrower shall not exceed the Borrower Sublimit of such BorrowerTermination Date as so extended. Notwithstanding the foregoing, no Promptly following each extension of the Commitment Termination Date shall become effective under this Section unless (i) on the effective date of such extensionDate, the conditions set forth in Section 4.2 (it being understood and agreed that (A) all references to “Credit Extension Date” therein shall be deemed to refer to such effective date and (B) all references to the “Closing Date” in (x) Section 4.2.2 as it relates to Sections 5.5, 5.7 and 5.14(ii) and (y) in Sections 5.5, 5.7 and 5.14(ii) shall be deemed to refer to such effective date for purposes of determining satisfaction of the conditions set forth in Section 4.2 as of such date) shall be satisfied as of such date (as though the effectiveness of such extension were a Credit Extension) and (ii) the Agent shall have received a certificate to that effect dated such effective date and executed by an Authorized Officer notify the Banks of the Companyextension of the scheduled Commitment Termination Date in effect immediately prior thereto.

Extension of Commitment Termination Date. (a) The Company, on behalf of both Borrowers, Company may, on not more than two occasions during the term of this Agreement, by written notice to the Administrative Agent (which shall promptly deliver a copy thereof to each of the LendersBanks) delivered not fewer than 45 days, and not more than 60 days, before any anniversary of 45 days prior to the Closing Commitment Termination Date then in effect hereunder (the "Existing Commitment Termination Date"), request that the Lenders Banks extend the then effective Commitment Termination Date (the “Existing Commitment Termination Date”) for an additional period of one year, effective as of a date specified in such notice364 day period. Each Lender Bank, acting in its sole discretion, shall, by notice to the Company and the Administrative Agent given not later than the 20th day after on the date of (and only on the Agent’s receipt of date) 30 days prior to the Company’s noticeExisting Commitment Termination Date (provided, if such date is not a Business Day, then such notice date shall by the next succeeding Business Day) (the "Consent Date"), advise the Company and the Administrative Agent whether or not it such Bank agrees to such request, provided that each Bank that determines not to extend the requested extension Existing Commitment Termination Date (each Lender agreeing to a requested extension being called a “Consenting Lender” "Non-extending Bank") shall notify the Administrative Agent (which shall notify the Banks) of such fact promptly after such determination (but in any event no later than the Consent Date) and each Lender declining to agree to a requested extension being called a “Declining Lender”). Any Lender any Bank that has does not so advised advise the Company and on the Agent by such day Consent Date shall be deemed to have declined be a Non-extending Bank. The election of any Bank to agree to such extension and shall be a Declining Lender. If Lenders constituting not obligate any other Bank to so agree. (b) Subject to paragraph (c) of this Section, the Required Lenders Company shall have agreed to a the right on or before the Existing Commitment Termination Date extension requestto replace each Non-extending Bank with, then and otherwise add to this Agreement, one or more other lenders (which may include any Bank, each prior to the Existing Commitment Termination Date an "Additional Commitment Bank") with the approval of the Administrative Agent (which approval shall not be unreasonably withheld), each of which Additional Commitment Banks shall have entered into an agreement in form and substance satisfactory to the Company and the Administrative Agent pursuant to which such Additional Commitment Bank shall, effective as to the Consenting Lenders, be extended to the first anniversary of the Existing Commitment Termination Date, undertake a Commitment (and, if any such Additional Commitment Bank is already a Bank, its Commitment shall be in addition to such Bank's Commitment hereunder on such date). (c) If (and only if) the total amount of the Commitments of the Banks and (without duplication) the Additional Commitment Banks that have agreed so to extend the Existing Commitment Termination Date shall be more than 50% of the aggregate amount of the Commitments in effect immediately prior to the Consent Date, then, effective as of the Existing Commitment Termination Date, the Existing Commitment Termination Date shall be extended to the date falling 364 days after the Consent Date (except that, if such date is not a Business Day, such Existing Commitment Termination Date as so extended shall be the next preceding Business Day) and each Additional Commitment Bank shall thereupon become a "Bank" for all purposes of this Agreement. The decision Notwithstanding the foregoing, the extension of any Lender to agree or withhold agreement the Existing Commitment Termination Date shall not be effective with respect to any extension request Bank unless: (i) no Default shall have occurred and be continuing on each of the date of the notice requesting such extension, on the Consent Date and on the Existing Commitment Termination Date; (ii) each of the representations and warranties made by the Company in Section 7 hereof shall be at true and complete on and as of each of the sole discretion date of the notice requesting such extension, the Consent Date and the Existing Commitment Termination Date with the same force and effect as if made on and as of such Lenderdate (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); and (iii) each Non-extending Bank shall have been paid in full by the Company all amounts owing to such Bank hereunder on or before the Existing Commitment Termination Date. The Even if the Existing Commitment Termination Date is extended as aforesaid, the Commitment of any Declining Lender each Non-extending Bank shall terminate on the Existing Commitment Termination Date. The principal amount of any outstanding Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the accounts of such Declining Lenders hereunder, shall be due and payable on the Existing Commitment Termination Date, and on the Existing Commitment Termination Date each Borrower shall also make such other prepayments of its Loans as shall be required in order that, after giving effect to such prepayments and to the termination of the Commitments of, and all payments to, Declining Lenders pursuant to this sentence, (a) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment, (b) the Revolving Credit Exposure of any Lender shall not exceed its Commitment and (c) the Borrower Credit Exposure of either Borrower shall not exceed the Borrower Sublimit of such Borrower. Notwithstanding the foregoing, no extension of the Commitment Termination Date shall become effective under this Section unless (i) on the effective date of such extension, the conditions set forth in Section 4.2 (it being understood and agreed that (A) all references to “Credit Extension Date” therein shall be deemed to refer to such effective date and (B) all references to the “Closing Date” in (x) Section 4.2.2 as it relates to Sections 5.5, 5.7 and 5.14(ii) and (y) in Sections 5.5, 5.7 and 5.14(ii) shall be deemed to refer to such effective date for purposes of determining satisfaction of the conditions set forth in Section 4.2 as of such date) shall be satisfied as of such date (as though the effectiveness of such extension were a Credit Extension) and (ii) the Agent shall have received a certificate to that effect dated such effective date and executed by an Authorized Officer of the Company.

Extension of Commitment Termination Date. The Company, on behalf of both Borrowers, Company may, on not more than two occasions during the term of this Agreement, by written notice to the Agent (which shall promptly deliver a copy to each of the Lenders) delivered given not fewer less than 45 days, days and not more than 60 days, before days prior to any anniversary of the first four anniversaries of the Closing DateDate (a “Commitment Extension Request”), request that the Lenders extend the then effective Commitment Termination Date (the “Existing Commitment Termination Date”) for an additional period of one year, effective as of a date specified in such notice. Each Lender shall, by notice to the Company and the Agent given not later than the 20th day after the date of the Agent’s receipt of the Company’s noticeCommitment Extension Request, advise the Company whether or not it agrees to the requested extension (each Lender agreeing to a requested extension being called a “Consenting Lender” and each Lender declining to agree to a requested extension being called a “Declining Lender”). Any Lender that has not so advised the Company and the Agent by such day shall be deemed to have declined to agree to such extension and shall be a Declining Lender. If Lenders constituting the Required Lenders shall have agreed to a Commitment Termination Date extension requestExtension Request, then the Commitment Termination Date shall, as to the Consenting Lenders, be extended to the first anniversary of the Existing Commitment Termination DateDate theretofore in effect. The decision of any Lender to agree or withhold agreement to any extension request Commitment Extension Request shall be at the sole discretion of such each Lender. The Commitment of any Declining Lender shall terminate on the Commitment Termination Date in effect prior to giving effect to any such extension (such Commitment Termination Date being called the “Existing Commitment Termination Date”). The principal amount of any outstanding Loans made by Declining LendersLenders (including any such Loans made to Borrowing Subsidiaries, whether or not the Maturity Dates applicable to such Borrowing Subsidiaries shall have been extended as provided in paragraph (b) of this Section), together with any accrued interest thereon and any accrued fees and other amounts payable to or for the accounts account of such Declining Lenders hereunder, shall be due and payable on the Existing Commitment Termination Date, and on the Existing Commitment Termination Date each Borrower Date, the Borrowers shall also make such other prepayments of its their respective Loans as shall be required in order that, after giving effect to such prepayments and to the termination of the Commitments of, and all payments to, Declining Lenders pursuant to this sentence, (a) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment, (b) the Revolving Credit Exposure of any Lender shall not exceed its Commitment and (c) the Borrower Credit Exposure of either Borrower shall not exceed the Borrower Sublimit of such Borrower. Notwithstanding the foregoing, no extension of the Commitment Termination Date shall become effective under this Section unless (i) on the effective date of such extension, the conditions set forth in Section 4.2 (it being understood and agreed that (A) all references to “Credit Extension Date” therein shall be deemed to refer to such effective date and (B) all references to the “Closing Date” in (x) Section 4.2.2 as it relates to Sections 5.5, 5.7 and 5.14(ii) and (y) in Sections 5.5, 5.7 and 5.14(ii) shall be deemed to refer to such effective date for purposes of determining satisfaction of the conditions set forth in Section 4.2 as of such date) shall be satisfied as of such date (as though the effectiveness of such extension were a Credit Extension) and (ii) the Agent shall have received a certificate to that effect dated such effective date and executed by an Authorized Officer of the Company.Section

Extension of Commitment Termination Date. The Company, on behalf of both Borrowers, may, on (a) At least 45 days but not more than two occasions during 60 days prior to the term first and/or second anniversaries of this Agreementthe Closing Date, the Borrower, by written notice to the Agent (which shall promptly deliver a copy to each of the Lenders) delivered not fewer than 45 daysAdministrative Agent, and not more than 60 days, before any anniversary of the Closing Date, may request that the Lenders extend the then effective Commitment Termination Date (the “Existing Commitment Termination Date”) for an additional period of one year, effective as of a date specified in such notice. Each Lender shall, by notice to the Company and the Agent given not later than the 20th day after the date of the Agent’s receipt of the Company’s notice, advise the Company whether or not it agrees to the requested extension (each Lender agreeing to a requested extension being called a “Consenting Lender” and each Lender declining to agree to a requested extension being called a “Declining Lender”). Any Lender that has not so advised the Company and the Agent by such day shall be deemed to have declined to agree to such extension and shall be a Declining Lender. If Lenders constituting the Required Lenders shall have agreed to a Commitment Termination Date extension request, then the Commitment Termination Date shall, as to the Consenting Lenders, be extended to the first anniversary of the Existing Commitment Termination Date. The decision of any Lender to agree or withhold agreement to any extension request shall be at the sole discretion of such Lender. The Commitment of any Declining Lender shall terminate on the Existing Commitment Termination Date. The principal amount of any outstanding Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the accounts of such Declining Lenders hereunder, shall be due and payable on the Existing Commitment Termination Date, and on the Existing Commitment Termination Date each Borrower shall also make such other prepayments of its Loans as shall be required in order that, after giving effect to such prepayments and to the termination of the Commitments of, and all payments to, Declining Lenders pursuant to this sentence, (a) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment, (b) the Revolving Credit Exposure of any Lender shall not exceed its Commitment and (c) the Borrower Credit Exposure of either Borrower shall not exceed the Borrower Sublimit of such Borrower. Notwithstanding the foregoing, no extension of the Commitment Termination Date in effect at such time by one year from its then scheduled expiration. The Administrative Agent shall become effective under promptly notify each Lender of such request, and each Lender shall in turn, in its sole discretion, not earlier than 30 days but not later than 20 days prior to the applicable anniversary date, notify the Borrower and the Administrative Agent in writing as to whether such Lender will consent to such extension. If any Lender shall fail to notify the Administrative Agent and the Borrower in writing of its consent to any such request for extension of the Commitment Termination Date at least 20 days prior to such anniversary date, such Lender shall be deemed to be a Non-Consenting Lender with respect to such request. The Administrative Agent shall notify the Borrower not later than 15 days prior to the applicable anniversary date of the decision of the Lenders regarding the Borrower’s request for an extension of the Commitment Termination Date. (b) If all the Lenders consent in writing to any such request in accordance with subsection (a) of this Section unless 2.10, the Commitment Termination Date in effect at such time shall, effective as at the applicable anniversary date (i) the “Extension Date”), be extended for one year; provided that on the effective date of such extension, each Extension Date the conditions set forth in Section 4.2 5.3 shall be satisfied. If less than all of the Lenders consent in writing to any such request in accordance with subsection (it being a) of this Section 2.10, the Commitment Termination Date in effect at such time shall, effective as at the applicable Extension Date and subject to subsection (d) of this Section 2.10, be extended as to those Lenders that so consented (each a “Consenting Lender”) but shall not be extended as to any other Lender Party (each a “Non-Consenting Lender”). To the extent that the Commitment Termination Date is not extended as to any Lender pursuant to this Section 2.10 and the Commitment(s) of such Lender are not assumed in accordance with subsection (c) of this Section 2.10 on or prior to the applicable Extension Date, the Commitment(s) of such Non-Consenting Lender shall automatically terminate in whole on such unextended Commitment Termination Date without any further notice or other action by the Borrower, such Lender or any other Person; provided that such Non-Consenting Lender’s rights under Sections 4.3, 4.4, 4.5, 4.6, 10.3 and 10.4, and its obligations under Section 9.11, shall survive the Commitment Termination Date for such Lender as to matters occurring prior to such date. It is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for any requested extension of the Commitment Termination Date. (c) If less than all of the Lender Parties consent to any such request pursuant to subsection (a) of this Section 2.10, the Borrower may arrange for one or more Consenting Lenders or Eligible Assignees to assume, effective as of the Extension Date, any Non-Consenting Lender’s Commitment(s) and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting Lender; provided, however, that the amount of the Revolving Loan Commitment of any such Eligible Assignee as a result of such substitution shall in no event be less than $5,000,000 unless the amount of the Revolving Loan Commitment of such Non-Consenting Lender is less than $5,000,000, in which case such Eligible Assignee shall assume all of such lesser amount; and provided further that: (i) any such Consenting Lender or Eligible Assignee shall have paid to such Non-Consenting Lender (A) all references the aggregate principal amount of, and any interest accrued and unpaid to “Credit Extension Date” therein shall be deemed to refer to such the effective date and of the assignment on, the outstanding Revolving Loans, if any, of such Non-Consenting Lender plus (B) any accrued but unpaid fees owing to such Non-Consenting Lender as of the effective date of such assignment; (ii) all references additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non-Consenting Lender; and (iii) with respect to any such Eligible Assignee, the applicable processing and recordation fee required under Section 11.11.1 for such assignment shall have been paid; provided further that such Non-Consenting Lender’s rights under Sections 4.3, 4.4, 4.5, 4.6, 10.3 and 10.4, and its obligations under Section 9.11, shall survive such substitution as to matters occurring prior to the “Closing date of substitution. At least three Business Days prior to any Extension Date” , (A) each such Eligible Assignee, if any, shall have delivered to the Borrower and the Administrative Agent a Lender Assignment Agreement, duly executed by such Eligible Assignee, such Non-Consenting Lender, the Borrower and the Administrative Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Administrative Agent as to the increase in the amount of its Commitment and (xC) each Non-Consenting Lender being replaced pursuant to this Section 4.2.2 as it relates 2.10 shall have delivered to Sections 5.5the Administrative Agent any Note or Notes held by such Non-Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), 5.7 and 5.14(ii(ii) and (yiii) in Sections 5.5of the immediately preceding sentence, 5.7 each such Consenting Lender or Eligible Assignee, as of the Extension Date, will be substituted for such Non-Consenting Lender under this Agreement and 5.14(ii) shall be deemed a Lender for all purposes of this Agreement, without any further acknowledgment by or the consent of the other Lenders, and the obligations of each such Non-Consenting Lender hereunder shall, by the provisions hereof, be released and discharged. (d) If (after giving effect to refer any assignments or assumptions pursuant to subsection (c) of this Section 2.10) Lenders having Revolving Loan Commitments equal to at least 50% of the Revolving Loan Commitments in effect immediately prior to the Extension Date consent in writing to a requested extension not later than one Business Day prior to such effective date for purposes of determining Extension Date, the Administrative Agent shall so notify the Borrower, and , subject to the satisfaction of the conditions set forth in Section 4.2 as of such date) 5.3, the Commitment Termination Date then in effect shall be satisfied extended for the additional one-year period as described in subsection (a) of this Section 2.10, and all references in this Agreement, and in the Notes, if any, to the “Commitment Termination Date” shall, with respect to each Consenting Lender and each Eligible Assignee for such date (Extension Date, refer to the Commitment Termination Date as though so extended. Promptly following each Extension Date, the effectiveness of such extension were a Credit Extension) and (ii) the Administrative Agent shall have received a certificate to that effect dated such effective date and executed by an Authorized Officer notify the Lenders (including, without limitation, each Eligible Assignee) of the Companyextension of the scheduled Commitment Termination Date in effect immediately prior thereto and shall thereupon record in the Register the relevant information with respect to each such Consenting Lender and each such Eligible Assignee.

Extension of Commitment Termination Date. (a) The CompanyCommitment Termination Date may be extended by the Lenders in their sole and absolute discretion upon written request of the Administrative Agent by the U.S. Borrower, on behalf of both Borrowers, may, on at least 60 days but not more than two occasions during 90 days (such date the term of this Agreement, by written notice "Request Date") prior to the Agent (which shall promptly deliver a copy to each of the Lenders) delivered not fewer than 45 days, and not more than 60 days, before any anniversary of the Closing Date, request that the Lenders extend the then effective Commitment Termination Date (the “Existing Commitment Termination Date”as such date may have been extended) for an additional a period of one year, effective as of a date specified in such notice. Each Lender shall, by notice not to exceed 364 days from the Company and the Agent given not later than the 20th day after the date of the Agent’s receipt of the Company’s notice, advise the Company whether or not it agrees to the requested extension (each Lender agreeing to a requested extension being called a “Consenting Lender” and each Lender declining to agree to a requested extension being called a “Declining Lender”). Any Lender that has not so advised the Company and the Agent by such day shall be deemed to have declined to agree to such extension and shall be a Declining Lender. If Lenders constituting the Required Lenders shall have agreed to a Commitment Termination Date extension request, then the Commitment Termination Date shall, as to the Consenting Lenders, be extended to the first anniversary of the Existing expiring Commitment Termination Date. The decision Within five days of any the Request Date, the Administrative Agent will forward the request to the Lenders. If a Lender agrees, in its individual and sole discretion, to agree so extend all or withhold a portion of its Commitment (an "Extending Lender"), it will deliver to the Administrative Agent and the U.S. Borrower a notice of its agreement to any extension request do so and may also set forth the amount, if any, by which it would be willing to increase its Commitment pursuant to this Section (a "Notice of Extension"), within 45 days of the Request Date; provided that such notice shall in no event be at given later than 30 days prior to the sole discretion of then effective Commitment Termination Date (as such Lender. date may have been extended). (b) The Commitment of any Declining Lender shall terminate on the Existing Commitment Termination Date. The principal amount of any outstanding Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable that fails to accept or for the accounts of such Declining Lenders hereunder, shall be due and payable on the Existing Commitment Termination Date, and on the Existing Commitment Termination Date each Borrower shall also make such other prepayments of its Loans as shall be required in order that, after giving effect to such prepayments and respond to the termination of the Commitments of, and all payments to, Declining Lenders pursuant to this sentence, (a) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment, (b) the Revolving Credit Exposure of any Lender shall not exceed its Commitment and (c) the Borrower Credit Exposure of either Borrower shall not exceed the Borrower Sublimit of such U.S. Borrower. Notwithstanding the foregoing, no 's request for extension of the Commitment Termination Date shall become effective under this Section unless (ia "Declining Lender") and the portion of the Commitment of any Extending Lender which such Extending Lender has not elected to extend pursuant to clause (a) (such Commitments of the Declining Lenders and such Extending Lenders being collectively, the "Terminated Commitments") will be terminated on the effective Commitment Termination Date then in effect (without regard to any extension by other Lenders) and on such Commitment Termination Date the U.S. Borrower will pay (or cause to be paid) in full the outstanding principal amount of all Loans with respect to the Terminated Commitments owing to each such Declining Lender or Extending Lender, as the case may be, together with accrued but unpaid interest thereon to the date of payment of such extensionprincipal amount, the conditions set forth in Section 4.2 (it being understood all accrued but unpaid commitment fees, other fees and agreed that (A) all references to “Credit Extension Date” therein shall be deemed to refer other amounts payable to such effective date Declining Lender and (B) all references to the “Closing Date” in (x) Section 4.2.2 as it relates to Sections 5.5, 5.7 and 5.14(ii) and (y) in Sections 5.5, 5.7 and 5.14(ii) shall be deemed to refer to such effective date for purposes of determining satisfaction of the conditions set forth in Section 4.2 as of such date) shall be satisfied as of such date (as though the effectiveness of such extension were a Credit Extension) and (ii) the Agent shall have received a certificate to that effect dated such effective date and executed by an Authorized Officer of the Company.Extending Lender

Extension of Commitment Termination Date. The Company(a) Subject to subclause (c), on behalf of both Borrowers, may, on not more than two occasions during from time to time after the term of this Agreement, by written notice to the Agent (which shall promptly deliver a copy to each of the Lenders) delivered not fewer than 45 days, and not more than 60 days, before any first anniversary of the Closing Date, but at least 45 days prior to the scheduled Maturity Date then in effect, the Borrower may, by written notice from the Borrower to the Administrative Agent, request that the Lenders extend the scheduled Maturity Date then effective Commitment Termination Date (the “Existing Commitment Termination Date”) for an additional period of in effect be extended by one calendar year, effective as of a date specified selected by the Borrower (the “Extension Effective Date”); provided, that (i) the Borrower may make only one such request in any calendar year and no more than two such notice. Each Lender shallrequests during the term of this Agreement and (ii) the Extension Effective Date shall be at least 30 days, by notice to the Company and the Agent given but not later more than the 20th day 90 days, after the date of such extension request is received by the Agent’s Administrative Agent (the “Extension Request Date”). Upon receipt of the Company’s noticeextension request, advise the Company whether or not Administrative Agent shall promptly notify each Lender of such request. If a Lender agrees, in its sole discretion, to so extend the Maturity Date applicable to its Commitment (an “Extending Lender”), it agrees shall deliver to the requested Administrative Agent a written notice of its agreement to do so no later than 15 days after the Extension Request Date (or such later date to which the Borrower and the Administrative Agent shall agree), and the Administrative Agent shall promptly thereafter notify the Borrower of such Extending Lender’s agreement to extend the Commitment Termination Date applicable to such Lender’s Commitment and Revolving Loans (and such agreement shall be irrevocable until the Extension Effective Date). Subject to Section 2.16(b), the Commitment of any Lender that fails to accept or respond to the Borrower’s request for extension of the Maturity Date (each Lender agreeing to a requested extension being called a “Consenting Lender” and each Lender declining to agree to a requested extension being called a “Declining Lender”) shall be terminated on the Maturity Date then in effect for such Lender (without regard to any extension by other Lenders) and on such Maturity Date the Borrower shall pay in full the unpaid principal amount of all Revolving Loans owing to such Declining Lender, together with all accrued and unpaid interest thereon and all accrued and unpaid fees owing to such Declining Lender under this Agreement to the date of such payment of principal and all other amounts due to such Declining Lender under this Agreement. (b) The Administrative Agent shall promptly notify each Extending Lender of the aggregate Commitments of the Declining Lenders. Upon receipt by the Extending Lenders of notice of the Declining Lenders (the “Increase Request Date”). Any , each Extending Lender that has may offer to increase its respective Commitment by an amount not to exceed the aggregate amount of the Declining Lenders’ Commitments, and such Extending Lender shall deliver to the Administrative Agent a notice of its offer to so advised increase its Commitment no later than 15 days after the Company Increase Request Date (or such later date to which the Borrower and the Administrative Agent by shall agree), and such day offer shall be deemed irrevocable until the Extension Effective Date. To the extent the aggregate amount of additional Commitments that the Extending Lenders offer pursuant to the preceding sentence exceeds the aggregate amount of the Declining Lenders’ Commitments, such additional Commitments shall be reduced on a pro rata basis. To the extent the aggregate amount of Commitments that the Extending Lenders have declined so offered to extend is less than the aggregate amount of Commitments that the Borrower has so requested to be extended, the Borrower shall have the right to seek additional Commitments from other Persons. Once the Borrower has obtained offers to provide the full amount of any Declining Lender’s Commitments (whether from Extending Lenders or other Persons), the Borrower shall have the right but not the obligation to require any Declining Lender to (and any such Declining Lender shall) assign in full its rights and obligations (including all Commitments and Revolving Loans) under this Agreement to one or more banks or other financial institutions (which may be, but need not be, one or more of the Extending Lenders) which at the time agree to, in the case of any such Person that is an Extending Lender, increase its Commitment and in the case of any other such Person (a “New Lender”) become a party to this Agreement; provided that (i) such assignment is otherwise in compliance with Section 10.07, (ii) such Declining Lender receives payment in full of the unpaid principal amount of all Revolving Loans owing to such extension Declining Lender, together with all accrued and unpaid interest thereon and all fees accrued and unpaid under this Agreement to the date of such payment of principal and all other amounts due to such Declining Lender under this Agreement and (iii) any such assignment shall be a Declining Lender. If effective on the date on or before such Extension Effective Date as may be specified by the Borrower and agreed to by the respective New Lenders constituting and Extending Lenders, as the Required case may be, and the Administrative Agent. (c) If, but only if, Extending Lenders shall and New Lenders, as the case may be, have agreed to a Commitment Termination Date extension request, then the Commitment Termination Date shall, as provide Commitments in an aggregate amount equal to the Consenting Lenders, be extended to the first anniversary greater than 50% of the Existing Commitment Termination Date. The decision of any Lender to agree or withhold agreement to any extension request shall be at the sole discretion of such Lender. The Commitment of any Declining Lender shall terminate on the Existing Commitment Termination Date. The principal aggregate amount of any outstanding Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the accounts of such Declining Lenders hereunder, shall be due and payable on the Existing Commitment Termination Date, and on the Existing Commitment Termination Date each Borrower shall also make such other prepayments of its Loans as shall be required in order that, after giving effect to such prepayments and to the termination of the Commitments ofoutstanding immediately prior to such Extension Effective Date and the conditions precedent in Section 4.01(a)(v) and Section 4.01(a)(x) are met as of the Extension Effective Date, and all payments to, Declining Lenders pursuant the Maturity Date in effect with respect to this sentence, (a) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment, (b) the Revolving Credit Exposure of any Lender shall not exceed its Commitment and (c) the Borrower Credit Exposure of either Borrower shall not exceed the Borrower Sublimit Commitments of such Borrower. Notwithstanding the foregoing, no extension of the Commitment Termination Date shall become effective under this Section unless Extending Lenders and New Lenders (i) on the effective date of such extension, the conditions set forth in Section 4.2 (it being understood and agreed but not other Lenders that (A) all references do not elect to “Credit Extension Date” therein shall be deemed to refer to such effective date and (B) all references to the “Closing Date” in (x) Section 4.2.2 as it relates to Sections 5.5, 5.7 and 5.14(ii) and (y) in Sections 5.5, 5.7 and 5.14(iiextend) shall be deemed to refer to such effective date for purposes of determining satisfaction of the conditions set forth extended by one calendar year. (d) This Section 2.16 shall supersede any conflicting provisions in Section 4.2 as of such date) shall be satisfied as of such date (as though the effectiveness of such extension were a Credit Extension) and (ii) the Agent shall have received a certificate to that effect dated such effective date and executed by an Authorized Officer of the Company.2.12 or Section 10.01. -57-

Extension of Commitment Termination Date. The Company, on behalf of both Borrowers, Borrower may, on not more than two occasions during the term of this Agreement, by written notice to the Administrative Agent (which shall promptly deliver a copy to each of notify the Lenders) delivered not fewer than 45 days, and not more than 60 days, before any 90 days and not less than 30 days prior to each anniversary of the Closing Datedate hereof (or if such anniversary date is not a Business Day, the Business Day next succeeding such anniversary), request (each, an “Extension Request”) that the Lenders extend extend, effective on such anniversary date, the then effective Commitment Termination Date then in effect (or, if at such time there shall exist different Commitment Termination Dates for the Lenders hereunder, the latest applicable Commitment Termination Date then in effect) (the “Existing Commitment Termination Date”) for an additional period of one year, effective year (the date on which the closing with respect to any such Extension Request shall occur is referred to herein as of a date specified in such noticean “Extension Closing Date”); provided that only two Extension Requests may be requested hereunder. Each Lender Lender, acting in its sole discretion, shall, by notice to the Company Borrower and the Administrative Agent given not later than the 20th day after (or such later day as shall be acceptable to the Borrower) following the date of the Agent’s receipt of the CompanyBorrower’s notice, advise the Company Borrower and the Administrative Agent whether or not it such Lender agrees to the requested extension (each Lender agreeing to a requested extension being called a “Consenting Lender” and each Lender declining to agree to a requested extension being called a “Declining Lender”). Any such extension; provided that any Lender that has does not so advised advise the Company and the Agent by such day Borrower shall be deemed to have declined rejected such Extension Request (any such Lender which shall have rejected or is deemed to have rejected such extension being a “Non-Extending Lender”). The election of any Lender to agree to such extension and shall be a Declining Lendernot obligate any other Lender to so agree. If Lenders constituting Notwithstanding anything herein to the Required Lenders contrary, no Lender shall have agreed any obligation hereunder to a Commitment Termination Date extension request, then the Commitment Termination Date shall, as to the Consenting Lenders, be extended to the first anniversary of the Existing Commitment Termination Date. The decision of any Lender to agree or withhold agreement to any extension request shall be at the sole discretion of such Lender. The Commitment of any Declining Lender shall terminate on the Existing Commitment Termination Date. The principal amount of any outstanding Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the accounts of such Declining Lenders hereunder, shall be due and payable on the Existing Commitment Termination Date, and on the Existing Commitment Termination Date each Borrower shall also make such other prepayments of extend its Loans as shall be required in order that, after giving effect to such prepayments and to the termination of the Commitments of, and all payments to, Declining Lenders pursuant to this sentence, Commitment. (a) The Borrower shall have the Aggregate Outstanding Credit Exposure right, at any time on or prior to, or at any time following, the relevant Extension Closing Date, unless an Event of Default shall not exceed have occurred and be continuing, to replace any Non-Extending Lender with one or more Additional Commitment Lenders in accordance with Section 2.19(b). If requested by the Aggregate CommitmentBorrower or the Administrative Agent, (b) each such Additional Commitment Lender shall enter into an agreement with the Revolving Credit Exposure Borrower and the Administrative Agent, in form and substance satisfactory to the Borrower and the Administrative Agent, pursuant to which such Additional Commitment Lender shall reconfirm its Commitment hereunder so assumed from the relevant Non-Extending Lender and, in the case of any Lender shall not exceed its Commitment and (c) such replacement becoming effective after the Borrower Credit Exposure of either Borrower shall not exceed relevant Extension Closing Date, reconfirm the Borrower Sublimit of such Borrower. Notwithstanding the foregoing, no extension of the Commitment Termination Date applicable thereto as contemplated by clause (E) of Section 2.19(b). (b) If (and only if) the total of the Commitments of the Lenders that have agreed in connection with any Extension Request to extend the Existing Commitment Termination Date and (if applicable) the Commitments of the Additional Commitment Lender(s) that shall have replaced any Non-Extending Lender as contemplated by paragraph (b) above shall, in the aggregate, be at least 50% of the aggregate amount of the Commitments in effect immediately prior to the Extension Closing Date, then, subject to the occurrence of the Extension Closing Date, effective as of the Extension Closing Date, the Commitment Termination Date, but only with respect to each Lender that has agreed to so extend its Commitment and (if applicable) each Additional Commitment Lender that has replaced a Non-Extending Lender (and to Commitments and Loans of each such Lender and Additional Commitment Lender), shall be extended to the date that is one year after the then Existing Commitment Termination Date (or, if such date is not a Business Day, the immediately preceding Business Day); provided that the occurrence of the Extension Closing Date and the effectiveness of the extension of the Existing Commitment Termination Date shall not become effective under this Section with respect to any Lender unless as of the Extension Closing Date: (i) on no Default shall have occurred and be continuing; (ii) the effective date representations and warranties of such extension, the conditions Obligors set forth in Section 4.2 (it being understood Article IV and agreed that in the other Loan Documents shall be true and correct (A) in the case of the representations and warranties qualified as to materiality, in all references to “Credit Extension Date” therein shall be deemed to refer to such effective date respects and (B) otherwise, in all references to the “Closing Date” material respects, in (x) Section 4.2.2 each case on and as it relates to Sections 5.5, 5.7 and 5.14(ii) and (y) in Sections 5.5, 5.7 and 5.14(ii) shall be deemed to refer to such effective date for purposes of determining satisfaction of the conditions set forth in Section 4.2 Extension Closing Date as of such date) shall be satisfied if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as though the effectiveness of a specific date, as of such extension were a Credit Extension) specific date); and (iiiii) the Administrative Agent shall have received a certificate to that effect dated such effective date and executed by an Authorized a Responsible Officer of the CompanyBorrower, dated as of the Extension Closing Date, stating that the conditions with respect to such extension have been satisfied. Upon the occurrence of the Extension Closing Date, the Administrative Agent shall record the relevant information in the Register and give prompt notice of such occurrence to the Borrower and the Lenders, which notice shall be conclusive and binding. (c) Notwithstanding anything herein to the contrary, (i) with respect to any Non-Extending Lender, the Commitment Termination Date for such Lender shall remain unchanged (and the Commitment of such Lender shall terminate, the Loans made by such Lender to the Borrower hereunder shall mature and be payable by the Borrower, and all other amounts owing to such Non-Extending Lender hereunder shall be payable, on such date), and on such date

Extension of Commitment Termination Date. The Company, on behalf of both Borrowers, (a) Discover Bank may, on not more than two occasions during the term of this Agreement, by written notice to the Administrative Agent (which shall promptly deliver a copy to each of notify the Lenders) delivered not fewer than 45 days, and not more than 60 days, before any 90 days and not less than 30 days prior to each anniversary of the Closing date hereof (or if such anniversary date is not a Business Day, the Business Date next succeeding such anniversary) (such date, the “Extension Effective Date”), request (each, an “Extension Request”) that the Lenders extend the then effective Commitment Termination Date then in effect (or, if at such time there shall exist different Commitment Termination Dates for the Lenders hereunder, the latest applicable Commitment Termination Date then in effect) (the “Existing Commitment Termination Date”) for an additional period of one year, effective as of a date specified in such notice; provided that only two Extension Requests may be requested hereunder. Each Lender Lender, acting in its sole discretion, shall, by notice to the Company Discover Bank and the Administrative Agent given not later than the 20th day after (or such later day as shall be acceptable to Discover Bank) following the date of the Agent’s receipt of the CompanyDiscover Bank’s notice, advise Discover Bank and the Company Administrative Agent whether or not it such Lender agrees to the requested extension (each Lender agreeing to a requested extension being called a “Consenting Lender” and each Lender declining to agree to a requested extension being called a “Declining Lender”). Any such extension; provided that any Lender that has does not so advised the Company and the Agent by such day advise Discover Bank shall be deemed to have declined rejected such Extension Request (any such Lender which shall have rejected or is deemed to have rejected such extension being a “Non-Extending Lender”). The election of any Lender to agree to such extension and shall be a Declining Lender. If Lenders constituting the Required Lenders not obligate any other Lender to so agree. (b) Discover Bank shall have the right, at any time on or prior to, or at any time following, the relevant Extension Effective Date, unless an Event of Default shall have occurred and be continuing, to replace any Non-Extending Lender with, and otherwise add to this Agreement, one or more Additional Commitment Lenders. Each Additional Commitment Lender shall enter into an agreement with the Companies and the Administrative Agent, in form and substance satisfactory to the Companies and the Administrative Agent, pursuant to which such Additional Commitment Lender shall, effective as of such Extension Effective Date, provide a new or additional Commitment hereunder in the amount specified therein and (if not then an existing Lender) become a Lender hereunder. (c) If (and only if) the total of the Commitments of the Lenders that have agreed in connection with any Extension Request to a extend the Existing Commitment Termination Date extension requestand (if applicable) the additional Commitments of the Additional Commitment Lender(s) shall be at least 50% of the aggregate amount of the Commitments in effect immediately prior to the Extension Effective Date, then then, effective as of the Extension Effective Date, the Commitment Termination Date shallDate, as but only with respect to the Consenting LendersCommitment of each Lender that has agreed to so extend its Commitment and (if applicable) each Additional Commitment Lender that has replaced a Non-Extending Lender, shall be extended to the first anniversary date that is one year after the then Existing Commitment Termination Date (or, if such date is not a Business Day, the immediately preceding Business Day) and (if not then an existing Lender) each Additional Commitment Lender shall thereupon become a “Lender” for all purposes of this Agreement; provided that the extension of the Existing Commitment Termination Date. The decision of Date shall not be effective with respect to any Lender to agree or withhold agreement to any extension request unless as of the Extension Effective Date: (i) no Default shall have occurred and be continuing; (ii) the representations and warranties set forth in Article III and in the other Loan Documents shall be at the sole discretion true and correct on and as of such Lender. The Commitment of any Declining Lender shall terminate on the Existing Commitment Termination Date. The principal amount of any outstanding Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the accounts of such Declining Lenders hereunder, shall be due and payable on the Existing Commitment Termination Date, and on the Existing Commitment Termination Date each Borrower shall also make such other prepayments of its Loans as shall be required in order that, after giving effect to such prepayments if made on and to the termination of the Commitments of, and all payments to, Declining Lenders pursuant to this sentence, (a) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment, (b) the Revolving Credit Exposure of any Lender shall not exceed its Commitment and (c) the Borrower Credit Exposure of either Borrower shall not exceed the Borrower Sublimit of such Borrower. Notwithstanding the foregoing, no extension of the Commitment Termination Date shall become effective under this Section unless (i) on the effective date of such extension, the conditions set forth in Section 4.2 (it being understood and agreed that (A) all references to “Credit Extension Date” therein shall be deemed to refer to such effective date and (B) all references to the “Closing Date” in (x) Section 4.2.2 as it relates to Sections 5.5, 5.7 and 5.14(ii) and (y) in Sections 5.5, 5.7 and 5.14(ii) shall be deemed to refer to such effective date for purposes of determining satisfaction of the conditions set forth in Section 4.2 as of such date) shall be satisfied as of such date (or, if any such representation or warranty is expressly stated to have been made as though the effectiveness of a specific date, as of such extension were a Credit Extension) and specific date); (iiiii) the Administrative Agent shall have received a certificate of a Financial Officer of each Company stating that the conditions with respect to such extension have been satisfied; (iv) the Administrative Agent shall have received such evidence and other related documents as it may reasonably request with respect to the authorization of the Borrowers of such extension and their respective obligations hereunder as so extended; and (v) all amounts payable hereunder to any Non-Extending Lender that effect dated such effective date and executed is being replaced by an Authorized Officer Additional Commitment Lender in connection with such extension shall have been paid in full. Upon the effectiveness of such extension, the CompanyAdministrative Agent shall record the relevant information in the Register and give prompt notice of such extension to Discover Bank and the Lenders. (d) Notwithstanding anything herein to the contrary, with respect to any Non-Extending Lender, the Commitment Termination Date for such Lender shall remain unchanged (and the Commitment of such Lender shall terminate, the Loans made by such Lender to any Borrower hereunder shall mature and be payable by such Borrower, and all other amounts owing to such Non-Extending Lender hereunder shall be payable, on such date).

Extension of Commitment Termination Date. (a) The CompanyCommitment Termination Date may be extended by the Lenders in their sole and absolute discretion upon written request of the Administrative Agent by the Borrower, on behalf of both Borrowers, may, on at least 60 days but not more than two occasions during 90 days (such date the term of this Agreement, by written notice "Request Date") prior to the Agent (which shall promptly deliver a copy to each of the Lenders) delivered not fewer than 45 days, and not more than 60 days, before any anniversary of the Closing Date, request that the Lenders extend the then effective Commitment Termination Date (the “Existing Commitment Termination Date”as such date may have been extended) for an additional a period of one year, effective as of a date specified in such notice. Each Lender shall, by notice not to exceed 364 days from the Company and the Agent given not later than the 20th day after the date of the Agent’s receipt of the Company’s notice, advise the Company whether or not it agrees to the requested extension (each Lender agreeing to a requested extension being called a “Consenting Lender” and each Lender declining to agree to a requested extension being called a “Declining Lender”). Any Lender that has not so advised the Company and the Agent by such day shall be deemed to have declined to agree to such extension and shall be a Declining Lender. If Lenders constituting the Required Lenders shall have agreed to a Commitment Termination Date extension request, then the Commitment Termination Date shall, as to the Consenting Lenders, be extended to the first anniversary of the Existing expiring Commitment Termination Date. The decision Within five days of any the Request Date, the Administrative Agent will forward the request to the Lenders. If a Lender agrees, in its individual and sole discretion, to agree so extend all or withhold a portion of its Commitment (an "Extending Lender"), it will deliver to the Administrative Agent and the Borrower a notice of its agreement to any extension request do so and may also set forth the amount, if any, by which it would be willing to increase its Commitment pursuant to this Section (a "Notice of Extension"), in substantially the form of Exhibit H hereto, within 45 days of the Request Date; provided that such notice shall in no event be at given later than 30 days prior to the sole discretion of then effective Commitment Termination Date (as such Lender. date may have been extended). (b) The Commitment of any Declining Lender shall terminate on the Existing Commitment Termination Date. The principal amount of any outstanding Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable that fails to accept or for the accounts of such Declining Lenders hereunder, shall be due and payable on the Existing Commitment Termination Date, and on the Existing Commitment Termination Date each Borrower shall also make such other prepayments of its Loans as shall be required in order that, after giving effect to such prepayments and respond to the termination of the Commitments of, and all payments to, Declining Lenders pursuant to this sentence, (a) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment, (b) the Revolving Credit Exposure of any Lender shall not exceed its Commitment and (c) the Borrower Credit Exposure of either Borrower shall not exceed the Borrower Sublimit of such Borrower. Notwithstanding the foregoing, no 's request for extension of the Commitment Termination Date shall become effective under this Section unless (ia "Declining Lender") and the portion of the Commitment of any Extending Lender which such Extending Lender has not elected to extend pursuant to clause (a) (such Commitments of the Declining Lenders and such Extending Lenders being collectively, the "Terminated Commitments") will be terminated on the effective Commitment Termination Date then in effect (without regard to any extension by other Lenders) and on such Commitment Termination Date the Borrower will pay (or cause to be paid) in full the outstanding principal amount of all Loans with respect to the Terminated Commitments owing to each such Declining Lender or Extending Lender, as the case may be, together with accrued but unpaid interest thereon to the date of payment of such extensionprincipal amount, the conditions set forth in Section 4.2 (it being understood all accrued but unpaid commitment fees, other fees and agreed that (A) all references to “Credit Extension Date” therein shall be deemed to refer other amounts payable to such effective date Declining Lender and (B) all references such Extending Lender with respect to the “Closing Date” in (x) Section 4.2.2 as it relates to Sections 5.5, 5.7 and 5.14(ii) and (y) in Sections 5.5, 5.7 and 5.14(ii) shall be deemed to refer to such effective date for purposes of determining satisfaction of the conditions set forth in Section 4.2 as of such date) shall be satisfied as of such date (as though the effectiveness of such extension were a Credit Extension) and (ii) the Agent shall have received a certificate to that effect dated such effective date and executed by an Authorized Officer of the Company.Terminated Commitments

Extension of Commitment Termination Date. (a) The Company, on behalf of both Borrowers, Company may, on not more than two occasions during the term of this Agreement, by written notice to the Administrative Agent (which shall promptly deliver a copy to each of notify the LendersBanks) delivered not fewer less than 45 days, days and not more than 60 days, before any anniversary days prior to each of the Closing first two anniversaries of the Restatement Date, request that the Lenders Banks extend the then effective Commitment Termination Date then in effect (the “"EXISTING COMMITMENT TERMINATION DATE") for an additional year from the Existing Commitment Termination Date”) for an additional period of one year, effective as of a date specified in such notice. Each Lender Bank, acting in its sole discretion, shall, by notice to the Company and the Administrative Agent given not later than the 20th day after on or prior to the date of (herein, the Agent’s receipt of "CONSENT DATE") that is 30 days prior to the Company’s noticerelevant anniversary (except that, if such date is not a Business Day, such notice shall be given on the next succeeding Business Day), advise the Company whether or not it such Bank agrees to such extension; PROVIDED that each Bank that determines not to extend the requested extension Commitment Termination Date (each Lender agreeing to a requested extension being called a “Consenting Lender” "NON-EXTENDING BANK") shall notify the Administrative Agent (which shall notify the Banks) of such fact promptly after such determination (but in any event no later than the Consent Date) and each Lender declining to agree to a requested extension being called a “Declining Lender”). Any Lender any Bank that has does not so advised advise the Company and on or before the Agent by such day Consent Date shall be deemed to have declined be a Non-extending Bank. The election of any Bank to agree to such extension and shall be a Declining Lender. If Lenders constituting the Required Lenders not obligate any other Bank to so agree. (b) The Company shall have agreed the right on or before the date 90 days after the Consent Date to a replace each Non-extending Bank with, and otherwise add to this Agreement, one or more other lenders (which may include any Bank, each prior to the Existing Commitment Termination Date extension requestan "ADDITIONAL COMMITMENT BANK") with (in the case of any Additional Commitment Bank that is not already a Bank) the approval of the Administrative Agent (which approval shall not be unreasonably withheld), then each of which Additional Commitment Banks shall have entered into an agreement in form and substance satisfactory to the Company and the Administrative Agent pursuant to which such Additional Commitment Bank shall undertake a Commitment (and, if any such Additional Commitment Bank is already a Bank, its Commitment shall be in addition to such Bank's Commitment hereunder on such date). (c) If (and only if) the total of the Commitments of the Banks that have agreed so to extend the Commitment Termination Date shall, as at the Consent Date shall be at least 66-2/3% of the aggregate amount of the Commitments in effect immediately prior to the Consenting LendersConsent Date, then, effective as of the relevant anniversary, the Existing Commitment Termination Date shall be extended to the first one year anniversary of the Existing Commitment Termination Date. The decision of any Lender Date (except that, if the date on which the Commitment Termination Date is to agree or withhold agreement to any extension request be extended is not a Business Day, such Commitment Termination Date as so extended shall be at the sole discretion next preceding Business Day) and each Additional Commitment Bank shall thereupon become a "Bank" for all purposes of this Agreement (and the Administrative Agent shall notify the Banks of the extension). Notwithstanding the foregoing, the extension of the Existing Commitment Termination Date shall not be effective unless: (i) no Default shall have occurred and be continuing on each of the date of the notice requesting such extension, on the Consent Date and on the relevant anniversary date; and (ii) each of the representations and warranties made by the Company in Section 7 hereof shall be true and complete on and as of each of the date of the notice requesting such extension, the Consent Date and the relevant anniversary date with the same force and effect as if made on and as of such Lenderdate (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date). The Even if the Existing Commitment Termination Date is extended as aforesaid, the Commitment of any Declining Lender each Non-extending Bank shall terminate on the Existing Commitment Termination Date. The principal amount of any outstanding Loans made by Declining Lenders, together with any accrued interest thereon Date and any accrued fees and other amounts payable to or for the accounts of such Declining Lenders hereunder, each Non-extending Bank shall be due and payable paid in full all amounts owing to such Bank hereunder on or before the Existing Commitment Termination Date, and on the Existing Commitment Termination Date each Borrower shall also make such other prepayments of its Loans as shall be required in order that, after giving effect to such prepayments and to the termination of the Commitments of, and all payments to, Declining Lenders pursuant to this sentence, (a) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment, (b) the Revolving Credit Exposure of any Lender shall not exceed its Commitment and (c) the Borrower Credit Exposure of either Borrower shall not exceed the Borrower Sublimit of such Borrower. Notwithstanding the foregoing, no extension of the Commitment Termination Date shall become effective under this Section unless (i) on the effective date of such extension, the conditions set forth in Section 4.2 (it being understood and agreed that (A) all references to “Credit Extension Date” therein shall be deemed to refer to such effective date and (B) all references to the “Closing Date” in (x) Section 4.2.2 as it relates to Sections 5.5, 5.7 and 5.14(ii) and (y) in Sections 5.5, 5.7 and 5.14(ii) shall be deemed to refer to such effective date for purposes of determining satisfaction of the conditions set forth in Section 4.2 as of such date) shall be satisfied as of such date (as though the effectiveness of such extension were a Credit Extension) and (ii) the Agent shall have received a certificate to that effect dated such effective date and executed by an Authorized Officer of the Company.

Extension of Commitment Termination Date. The Company(a) Subject to subclause (c), on behalf of both Borrowers, may, on not more than two occasions during from time to time after the term of this Agreement, by written notice to the Agent (which shall promptly deliver a copy to each of the Lenders) delivered not fewer than 45 days, and not more than 60 days, before any first anniversary of the Closing Date, but at least 45 days prior to the scheduled Maturity Date then in effect, the Borrower may, by written notice from the Borrower to the Administrative Agent, request that the Lenders extend the scheduled Maturity Date then effective Commitment Termination Date (the “Existing Commitment Termination Date”) for an additional period of in effect be extended by one calendar year, effective as of a date specified selected by the Borrower (the “Extension Effective Date”); provided, that (i) the Borrower may make only one such request in any calendar year and no more than two such notice. Each Lender shallrequests during the term of this Agreement (for the avoidance of doubt, by notice after giving effect to the Company SecondThird Amendment, the Borrower has utilized both extension options available under this Section 2.16) Effective Date and (ii) the Agent given Extension Effective Date shall be at least 30 days, but not later more than the 20th day 90 days, after the date of such extension request is received by the Agent’s Administrative Agent (the “Extension Request Date”). Upon receipt of the Company’s noticeextension request, advise the Company whether or not Administrative Agent shall promptly notify each Lender of such request. If a Lender agrees, in its sole discretion, to so extend the Maturity Date applicable to its Commitment (an “Extending Lender”), it agrees shall deliver to the requested Administrative Agent a written notice of its agreement to do so no later than 15 days after the Extension Request Date (or such later date to which the Borrower and the Administrative Agent shall agree), and the Administrative Agent shall promptly thereafter notify the Borrower of such Extending Lender’s agreement to extend the Commitment Termination Date applicable to such Lender’s Commitment and Revolving Loans (and such agreement shall be irrevocable until the Extension Effective Date). Subject to Section 2.16(b), the Commitment of any Lender that fails to accept or respond to the Borrower’s request for extension of the Maturity Date (each Lender agreeing to a requested extension being called a “Consenting Lender” and each Lender declining to agree to a requested extension being called a “Declining Lender”) shall be terminated on the Maturity Date then in effect for such Lender (without regard to any extension by other Lenders) and on such Maturity Date the Borrower shall pay in full the unpaid principal amount of all Revolving Loans owing to such Declining Lender, together with all accrued and unpaid interest thereon and all accrued and unpaid fees owing to such Declining Lender under this Agreement to the date of such payment of principal and all other amounts due to such Declining Lender under this Agreement. (b) The Administrative Agent shall promptly notify each Extending Lender of the aggregate Commitments of the Declining Lenders. Upon receipt by the Extending Lenders of notice of the Declining Lenders (the “Increase Request Date”). Any , each Extending Lender that has may offer to increase its respective Commitment by an amount not to exceed the aggregate amount of the Declining Lenders’ Commitments, and such Extending Lender shall deliver to the Administrative Agent a notice of its offer to so advised increase its Commitment no later than 15 days after the Company Increase Request Date (or such later date to which the Borrower and the Administrative Agent by shall agree), and such day offer shall be deemed irrevocable until the Extension Effective Date. To the extent the aggregate amount of additional Commitments that the Extending Lenders offer pursuant to the preceding sentence exceeds the aggregate amount of the Declining Lenders’ Commitments, such additional Commitments shall be reduced on a pro rata basis. To the extent the aggregate amount of Commitments that the Extending Lenders have declined so offered to extend is less than the aggregate amount of Commitments that the Borrower has so requested to be extended, the Borrower shall have the right to seek additional Commitments from other Persons. Once the Borrower has obtained offers to provide the full amount of any Declining Lender’s Commitments (whether from Extending Lenders or other Persons), the Borrower shall have the right but not the obligation to require any Declining Lender to (and any such Declining Lender shall) assign in full its rights and obligations (including all Commitments and Revolving Loans) under this Agreement to one or more banks or other financial institutions (which may be, but need not be, one or more of the Extending Lenders) which at the time agree to, in the case of any such Person that is an Extending Lender, increase its Commitment and in the case of any other such Person (a “New Lender”) become a party to this Agreement; provided that (i) such assignment is otherwise in compliance with Section 10.07, (ii) such Declining Lender receives payment in full of the unpaid principal amount of all Revolving Loans owing to such extension Declining Lender, together with all accrued and unpaid interest thereon and all fees accrued and unpaid under this Agreement to the date of such payment of principal and all other amounts due to such Declining Lender under this Agreement and (iii) any such assignment shall be a Declining Lender. If effective on the date on or before such Extension Effective Date as may be specified by the Borrower and agreed to by the respective New Lenders constituting and Extending Lenders, as the Required case may be, and the Administrative Agent. (c) If, but only if, Extending Lenders shall and New Lenders, as the case may be, have agreed to a Commitment Termination Date extension request, then the Commitment Termination Date shall, as provide Commitments in an aggregate amount equal to the Consenting Lenders, be extended to the first anniversary greater than 50% of the Existing Commitment Termination Date. The decision of any Lender to agree or withhold agreement to any extension request shall be at the sole discretion of such Lender. The Commitment of any Declining Lender shall terminate on the Existing Commitment Termination Date. The principal aggregate amount of any outstanding Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the accounts of such Declining Lenders hereunder, shall be due and payable on the Existing Commitment Termination Date, and on the Existing Commitment Termination Date each Borrower shall also make such other prepayments of its Loans as shall be required in order that, after giving effect to such prepayments and to the termination of the Commitments ofoutstanding immediately prior to such Extension Effective Date and the conditions precedent in Section 4.01(a)(v) and Section 4.01(a)(x) are met as of the Extension Effective Date, and all payments to, Declining Lenders pursuant the Maturity Date in effect with respect to this sentence, (a) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment, (b) the Revolving Credit Exposure of any Lender shall not exceed its Commitment and (c) the Borrower Credit Exposure of either Borrower shall not exceed the Borrower Sublimit Commitments of such Borrower. Notwithstanding the foregoing, no extension of the Commitment Termination Date shall become effective under this Section unless Extending Lenders and New Lenders (i) on the effective date of such extension, the conditions set forth in Section 4.2 (it being understood and agreed but not other Lenders that (A) all references do not elect to “Credit Extension Date” therein shall be deemed to refer to such effective date and (B) all references to the “Closing Date” in (x) Section 4.2.2 as it relates to Sections 5.5, 5.7 and 5.14(ii) and (y) in Sections 5.5, 5.7 and 5.14(iiextend) shall be deemed to refer to such effective date for purposes of determining satisfaction of the conditions set forth extended by one calendar year. (d) This Section 2.16 shall supersede any conflicting provisions in Section 4.2 as of such date) shall be satisfied as of such date (as though the effectiveness of such extension were a Credit Extension) and (ii) the Agent shall have received a certificate to that effect dated such effective date and executed by an Authorized Officer of the Company2.12 or Section 10.01.

Extension of Commitment Termination Date. (a) The Company, on behalf of both Borrowers, Company may, on not more than two occasions during the term of this Agreement, by written notice to the Administrative Agent (which shall promptly deliver a copy to each of notify the LendersBanks) delivered given not fewer less than 45 50 days, and not more than 60 days, before any anniversary of days prior to the Closing Commitment Termination Date then in effect (the "Existing -------- Commitment Termination Date"), request that the Lenders Banks extend the then effective Commitment --------------------------- Termination Date (the “Existing Commitment Termination Date”) for an additional period of one year, effective 364 days from the Consent Date (as of a date specified in such noticedefined below). Each Lender Bank, acting in its sole discretion, shall, by notice to the Company and the Administrative Agent given not no later than the 20th day after date that is 30 days prior to the date of Existing Commitment Termination Date (herein, the Agent’s receipt of the Company’s notice, "Consent ------- Date") advise the Company whether or not it such Bank agrees to such extension; ---- provided that (i) each Bank that determines not to extend the requested extension Commitment -------- Termination Date (each Lender agreeing to a requested extension being called a “Consenting Lender” "Non-Extending Bank") shall notify the Administrative Agent ------------------ (which shall notify the Banks) of such fact promptly after such determination (but in any event no later than the Consent Date) and each Lender declining to agree to a requested extension being called a “Declining Lender”). Any Lender any Bank that has does not so advised advise the Company and on or prior to the Agent by Consent Date that such day Bank agrees to such extension shall be deemed to have declined be a Non-Extending Bank and (ii) the notice that any Bank agrees to such extension given prior to the Consent Date shall be revocable until the close of business in New York on the Consent Date. The election of any Bank to agree to such extension and shall be a Declining Lender. If Lenders constituting the Required Lenders shall have agreed not obligate any other Bank to a Commitment Termination Date extension requestso agree. (b) The Company may, then the Commitment Termination Date shall, as at any time prior to the Consenting Lenders, be extended to the first anniversary of the Existing Commitment Termination Date. The decision of any Lender to agree or withhold agreement to any extension request shall be at the sole discretion of such Lender. The Commitment of any Declining Lender shall terminate on the Existing Commitment Termination Date. The principal amount of any outstanding Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the accounts of such Declining Lenders hereunder, shall be due and payable on the Existing Commitment Termination Date, replace any Non-Extending Bank, by giving not less than ten Business Days' prior notice to the Administrative Agent (which shall promptly notify such Non-Extending Bank), that it intends to replace such Non-Extending Bank with respect to its rights and on obligations (including, without limitation, its Commitments) as a "Bank" under this Agreement (collectively, the "Transferred Interest") with one or more banks or other financial institutions -------------------- (including, but not limited to, any other Bank or an affiliate of any Bank) selected by the Company and acceptable to the Administrative Agent in its reasonable determination (each, a "Replacement Bank"). Upon the Existing ---------------- Commitment Termination Date each Borrower shall also make such other prepayments of its Loans (and as shall be required in order that, after giving effect to such prepayments and a Credit Agreement ---------------- condition to the termination of the Commitments ofextension thereof), and all payments to, Declining Lenders pursuant to this sentence, (a) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment, (b) the Revolving Credit Exposure of any Lender shall not exceed its Commitment and (c) the Borrower Credit Exposure of either Borrower shall not exceed the Borrower Sublimit of such Borrower. Notwithstanding the foregoing, no extension of the Commitment Termination Date shall become effective under this Section unless (i) on the effective date of such extension, the conditions set forth in Section 4.2 (it being understood and agreed that (A) all references Company shall pay or cause to “Credit Extension Date” therein shall be deemed to refer paid to such effective date Non-Extending Bank being replaced an amount equal to all fees and (B) all references to the “Closing Date” in (x) Section 4.2.2 as it relates to Sections 5.5, 5.7 and 5.14(ii) and (y) in Sections 5.5, 5.7 and 5.14(ii) shall be deemed to refer other amounts then owing to such effective date for purposes of determining satisfaction Non-Extending Bank hereunder and under any other document delivered by the Company in connection herewith in respect of the conditions set forth in Section 4.2 as Transferred Interest (all or a portion of which amount may constitute consideration for an assignment by such date) shall be satisfied as Non-Extending Bank of such date (as though all or a portion of the effectiveness of such extension were a Credit ExtensionTransferred Interest) and (ii) such Non-Extending Bank shall assign to each Replacement Bank, pursuant to an Assignment and Acceptance substantially in the Agent shall have received form of Exhibit D hereto, a certificate to that effect dated such effective date and executed by an Authorized Officer portion of the Transferred Interest specified by the Company, whereupon (x) each Replacement Bank shall become a "Bank" for all purposes of this Agreement having the Commitments in the amount of such Non- Extending Bank's Commitments assumed by it and all of the rights and obligations under this Agreement of "Bank(s)" holding the Transferred Interest and (y) such Non-Extending Bank shall cease to be responsible or liable for, and shall cease to be entitled to the rights and benefits of, all or any portion of the Transferred Interest (except to the extent provided in Section 11.07 hereof).

Extension of Commitment Termination Date. (a) The Company, on behalf of both Borrowers, Borrower may, on not more than two occasions during the term of this Agreement, by written notice to the Administrative Agent (which shall promptly deliver a copy to each of notify the LendersBanks) delivered not fewer earlier than 45 days, and not more than 60 days, before days prior to any anniversary of the Closing Second Amendment Effective Date (each, an “Anniversary Date”) but no later than 30 days prior to any such Anniversary Date, request that the Lenders each Bank extend the then effective such Bank’s Commitment Termination Date for an additional one year after the Commitment Termination Date then in effect for such Bank hereunder (the “Existing Commitment Termination Date”); provided, however, the Borrower may request no more than two extensions pursuant to this Section. (b) for an additional period of one yearIn the event it receives a notice from the Administrative Agent pursuant to Section 2.22(a), effective as of a date specified each Bank, acting in such notice. Each Lender its sole and individual discretion, shall, by notice to the Company and the Administrative Agent given not earlier than 30 days prior to the applicable Anniversary Date and not later than the 20th day after date (the date of “Bank Extension Notice Date”) that is 20 days prior to the Agent’s receipt of the Company’s noticeapplicable Anniversary Date, advise the Company Administrative Agent whether or not it such Bank agrees to the requested such extension (and each Lender agreeing Bank that determines not to a requested extension being called so extend its Existing Commitment Termination Date (a “Consenting Lender” Non-Extending Bank”) shall notify the Administrative Agent of such fact promptly after such determination (but in any event no later than the Bank Extension Notice Date)), and each Lender declining to agree to a requested extension being called a “Declining Lender”). Any Lender any Bank that has does not so advised advise the Company and Administrative Agent on or before the Agent by such day Bank Extension Notice Date shall be deemed to have declined be a Non-Extending Bank. The election of any Bank to agree to any such extension shall not obligate any other Bank to so agree. (c) The Administrative Agent shall notify the Borrower of each Bank’s determination (or deemed determination) under this Section no later than the date that is 15 days prior to the applicable Anniversary Date, or, if such date is not a Business Day, on the next preceding Business Day (the “Specified Date”). (d) The Borrower shall have the right on or before the fifth Business Day after the Specified Date (the “Extension Date”) to replace each Non-Extending Bank (i) with an existing Bank, and/or (ii) by adding as “Banks” under this Agreement in place thereof, one or more Persons (each Bank in clauses (i) and (ii), an “Additional Commitment Bank”), each of which Additional Commitment Banks shall be an Assignee and shall have entered into an agreement in form and substance satisfactory to the Borrower and the Administrative Agent pursuant to which such Additional Commitment Bank shall, effective as of the Extension Date, undertake a Commitment (and, if any such Additional Commitment Bank is already a Bank, its Commitment shall be a Declining Lender. in addition to such Bank’s Commitment hereunder on such date); provided that the aggregate amount of the Commitments for all Additional Commitment Banks shall be no more than the aggregate amount of the Commitments of all Non-Extending Banks; provided, further, that the existing Banks shall have the right to increase their Commitments up to the amount of the Non-Extending Banks’ Commitments before the Borrower shall have the right to substitute any other Person for any Non-Extending Bank. (e) If Lenders constituting (and only if) the Required Lenders shall aggregate amount of the Commitments of the Banks that have agreed to a extend their Existing Commitment Termination Dates plus the aggregate additional Commitments of the Additional Commitment Banks shall be more than 50% of the aggregate amount of the Commitments in effect immediately prior to the Specified Date, then, effective as of the Extension Date, the Existing Commitment Termination Date of each Bank agreeing to an extension request, then the and of each Additional Commitment Termination Date shall, as to the Consenting Lenders, Bank shall be extended to the first anniversary of the Existing Commitment Termination Date. The decision of any Lender to agree or withhold agreement to any extension request shall be at the sole discretion of such Lender. The Commitment of any Declining Lender shall terminate on the Existing Commitment Termination Date. The principal amount of any outstanding Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the accounts of such Declining Lenders hereunder, shall be due and payable on date that is one year after the Existing Commitment Termination Date, and each Additional Commitment Bank shall thereupon become a “Bank” for all purposes of this Agreement. (f) Notwithstanding the foregoing, the extension of any Bank’s Existing Commitment Termination Date (and the accession of each Additional Commitment Bank) pursuant to this Section shall be effective on the Extension Date only if (i) the following statements shall be true: (A) no Default or Event of Default has occurred and is continuing, or would result from the extension of the Existing Commitment Termination Date each and (B) all the representations and warranties of the Borrower shall also make such other prepayments of its Loans as set forth in this Agreement shall be required true and correct in order thatall material respects (without duplication of materiality qualifications otherwise set forth in such representations and warranties, before and after giving effect to such prepayments extension), and (ii) on or prior to the termination Extension Date the Administrative Agent shall have received the following, each dated the Extension Date and in form and substance satisfactory to the Administrative Agent: (1) a certificate signed by any one of the Commitments ofChief Financial Officer, and all payments tothe Chief Executive Officer, Declining Lenders pursuant to this sentencethe Treasurer, (a) an Assistant Secretary-Treasurer, the Aggregate Outstanding Credit Exposure shall not exceed Controller or the Aggregate CommitmentVice President, (b) the Revolving Credit Exposure Capital Markets Relations of any Lender shall not exceed its Commitment and (c) the Borrower Credit Exposure of either Borrower shall not exceed to the Borrower Sublimit of such Borrower. Notwithstanding the foregoing, no extension of the Commitment Termination Date shall become effective under this Section unless (i) on the effective date of such extension, effect that the conditions set forth in clauses (c) through (g), inclusive, of Section 4.2 3.03 have been satisfied as of the Extension Date and, in the case of clauses (c), (d) and (g), setting forth in reasonable detail the calculations required to establish such compliance, (2) a certificate of an officer of the Borrower acceptable to the Administrative Agent stating that all consents, authorizations, notices and filings required or advisable in connection with the extension of the Existing Commitment Termination Date are in full force and effect, and the Administrative Agent shall have received evidence thereof reasonably satisfactory to it, (3) an opinion of the General Counsel of the Borrower, substantially in the form of Exhibit F hereof, provided that an enforceability opinion under New York law, that is reasonably acceptable to the Administrative Agent, shall be furnished by the Borrower’s New York counsel, Norton ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ US LLP, subject to customary assumptions, qualifications and limitations and (4) such other documents reasonably requested by the Administrative Agent in connection with any such transaction. (g) Subject to subsection (e) above, the Commitment of any Non- Extending Bank that has not been replaced pursuant to subsection (d) above shall (i) automatically terminate on its Existing Commitment Termination Date or (ii) at the option of the Borrower, with respect to the Commitments of all Non-Extending Banks that have advised the Borrower of their unwillingness to agree to an extension in response to a notice delivered pursuant to Section 2.22(a), terminate on any Anniversary Date occurring prior thereto (in each case without regard to any extension by any other Bank); it being understood and agreed that (A) such Non-Extending Bank’s participations in Letters of Credit outstanding on such Existing Commitment Termination Date or such Anniversary Date, as the case may be, shall terminate thereon and any and all references fees and expenses owed to “Credit Extension Date” therein each Non- Extending Bank as of that date shall be deemed to refer paid by the Borrower to such effective date and (B) all references to the “Closing Date” in (x) Section 4.2.2 as it relates to Sections 5.5, 5.7 and 5.14(ii) and (y) in Sections 5.5, 5.7 and 5.14(ii) shall be deemed to refer to such effective date for purposes of determining satisfaction of the conditions set forth in Section 4.2 as of such date) shall be satisfied as of such date (as though the effectiveness of such extension were a Credit Extension) and (ii) the Agent shall have received a certificate to that effect dated such effective date and executed by an Authorized Officer of the Company.Non-

Extension of Commitment Termination Date. The Company, on behalf Exelon may request an extension of both Borrowers, may, on not more than two occasions during the term of this Agreement, scheduled Commitment Termination Date for all Borrowers by written notice submitting a request for an extension to the Administrative Agent (which shall promptly deliver a copy to each of the Lendersan "Extension Request") delivered not fewer than 45 days, and not no more than 60 days, before any anniversary of days prior to the Closing Date, request that the Lenders extend the then effective scheduled Commitment Termination Date (then in effect. The Extension Request must specify the “Existing Commitment Termination Date”) for an additional period of one year, effective as of a date specified in such notice. Each Lender shall, by notice to the Company and the Agent given not later than the 20th day after the date of the Agent’s receipt of the Company’s notice, advise the Company whether or not it agrees to the requested extension (each Lender agreeing to a requested extension being called a “Consenting Lender” and each Lender declining to agree to a requested extension being called a “Declining Lender”). Any Lender that has not so advised the Company and the Agent by such day shall be deemed to have declined to agree to such extension and shall be a Declining Lender. If Lenders constituting the Required Lenders shall have agreed to a new scheduled Commitment Termination Date extension request, then requested by Exelon and the date (which must be at least 30 days after the Extension Request is delivered to the Administrative Agent) as of which the Lenders must respond to the Extension Request (the "Response Date"). The new scheduled Commitment Termination Date shallshall be 364 days after the scheduled Commitment Termination Date in effect at the time an Extension Request is received, including the scheduled Commitment Termination Date as to the Consenting Lenders, be extended to the first anniversary one of the Existing Commitment Termination Datedays in the calculation of the days elapsed. The decision Promptly upon receipt of any an Extension Request, the Administrative Agent shall notify each Lender of the contents thereof and shall request each Lender to agree or withhold agreement to any extension request approve such Extension Request, which approval shall be at the sole discretion of such each Lender. The Each Lender approving such Extension Request shall deliver its written consent no later than the Response Date. If the written consent of each of the Lenders (excluding any Person which ceases to be a Lender pursuant to Section 8.07(g)(iii)) is received by the Administrative Agent, the new scheduled Commitment of any Declining Lender Termination Date specified in the Extension Request shall terminate become effective on the Existing existing scheduled Commitment Termination Date and the Administrative Agent shall promptly notify each Borrower and each Lender of the new scheduled Commitment Termination Date. The principal amount of If all Lenders (including any outstanding Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the accounts of such Declining Lenders hereunder, shall be due and payable on the Existing Commitment Termination Date, and on the Existing Commitment Termination Date each Borrower shall also make such other prepayments of its Loans as shall be required in order that, after giving effect to such prepayments and to the termination of the Commitments of, and all payments to, Declining Lenders Person which becomes a Lender pursuant to this sentenceSection 8.07(g)) do not consent to an Extension Request, (a) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment, (b) the Revolving Credit Exposure of any Lender shall not exceed its Commitment and (c) the Borrower Credit Exposure of either Borrower shall not exceed the Borrower Sublimit of such Borrower. Notwithstanding the foregoing, no extension of the scheduled Commitment Termination Date shall become effective under this Section unless (i) on the effective date of such extension, the conditions set forth in Section 4.2 (it being understood and agreed that (A) all references to “Credit Extension Date” therein shall not be deemed to refer extended pursuant to such effective date and (B) all references to the “Closing Date” in (x) Section 4.2.2 as it relates to Sections 5.5, 5.7 and 5.14(ii) and (y) in Sections 5.5, 5.7 and 5.14(ii) shall be deemed to refer to such effective date for purposes of determining satisfaction of the conditions set forth in Section 4.2 as of such date) shall be satisfied as of such date (as though the effectiveness of such extension were a Credit Extension) and (ii) the Agent shall have received a certificate to that effect dated such effective date and executed by an Authorized Officer of the CompanyExtension Request.

Extension of Commitment Termination Date. (a) The Company, on behalf of both Borrowers, Company may, on not more than two occasions during the term of this Agreement, by written notice to the Administrative Agent (which shall promptly deliver a copy to each of notify the LendersBanks) delivered not fewer than 45 days, and not more than 60 days, before any days and not less than 30 days prior to each anniversary of the Closing Effective Date (such anniversary date, the "Extension Effective Date"), request (each, an "Extension Request") that the Lenders Banks extend the then effective Commitment Termination Date then in effect (the “"Existing Commitment Termination Date”") for an additional period of one year, effective as of a date specified in such notice. Each Lender Bank, acting in its sole discretion, shall, by notice to the Company and the Administrative Agent given not later than the 20th day after (or such later day as shall be acceptable to the Company) following the date of the Agent’s receipt of the such Company’s 's notice, advise the Company and the Administrative Agent whether or not it such Bank agrees to the requested extension (each Lender agreeing to a requested extension being called a “Consenting Lender” and each Lender declining to agree to a requested extension being called a “Declining Lender”). Any Lender such extension; provided that has any Bank that does not so advised advise the Company and the Agent by such day shall be deemed to have declined rejected such Extension Request. The election of any Bank to agree to such extension and shall be a Declining Lender. If Lenders constituting the Required Lenders not obligate any other Bank to so agree. (b) The Company shall have agreed the right at any time on or prior to the relevant Extension Effective Date, unless an Event of Default shall have occurred and be continuing, to replace any non-extending Bank with, and otherwise add to this Agreement, one or more Additional Commitment Banks. Each Additional Commitment Bank shall enter into an agreement in form and substance reasonably satisfactory to the Company and the Administrative Agent pursuant to which such Additional Commitment Bank shall, effective as of the Extension Effective Date, provide a Commitment Termination Date extension requestor (if such Additional Commitment Bank is an existing Bank) increase its Commitment in the amount specified therein and (if not an existing Bank) become a Bank hereunder, then the Commitment Termination Date shall, so long as to the Consenting Lenders, be extended to the first anniversary of the Existing Commitment Termination Date. The decision of any Lender to agree or withhold agreement to any extension request shall be at the sole discretion of such Lender. The Commitment of any Declining Lender shall terminate on the Existing Commitment Termination Date. The principal amount of any outstanding Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the accounts relevant non-extending Bank being replaced are paid in full. (c) If (and only if) the total of such Declining Lenders hereunder, shall be due and payable on the Existing Commitment Termination Date, and on Commitments of the Banks that have agreed in connection with any Extension Request to extend the Existing Commitment Termination Date each Borrower shall also make such other prepayments and the additional Commitments of its Loans as the Additional Commitment Bank(s) shall be required in order that, after giving effect to such prepayments and to at least 50% of the termination aggregate amount of the Commitments ofin effect immediately prior to the Extension Effective Date, and all payments tothen, Declining Lenders pursuant effective as of the Extension Effective Date, the Commitment Termination Date, but only with respect to this sentence, (a) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment, (b) the Revolving Credit Exposure Commitment of any Lender shall not exceed each Bank that has agreed to so extend its Commitment and of each Additional Commitment Bank, shall be extended to the date falling one year after the then Existing Commitment Termination Date (cor, if such date is not a Business Day, such Commitment Termination Date as so extended shall be the next preceding Business Day) the Borrower Credit Exposure and each Additional Commitment Bank shall thereupon become a "Bank" for all purposes of either Borrower shall not exceed the Borrower Sublimit of such Borrowerthis Agreement. Notwithstanding the foregoing, no the extension of the Commitment Existing Termination Date shall become not be effective under this Section with respect to any Bank unless as of the relevant Extension Date (i) on no Default shall have occurred and be continuing and (ii) the effective date representations and warranties of such extension, each Borrower contained in this Agreement and the conditions set forth in Section 4.2 (it being understood and agreed that (A) all references to “Credit Extension Date” therein other Loan Documents shall be deemed to refer to such effective date true on and (B) all references to the “Closing Date” in (x) Section 4.2.2 as it relates to Sections 5.5, 5.7 and 5.14(ii) and (y) in Sections 5.5, 5.7 and 5.14(ii) shall be deemed to refer to such effective date for purposes of determining satisfaction of the conditions set forth in Section 4.2 as of such date) shall be satisfied date with the same force and effect as if made on and as of such date (or, if any such representation and warranty is expressly stated to have been made as though the effectiveness of a specific date, as of such extension were a Credit Extensionspecific date) (and (ii) the Administrative Agent shall have received a certificate certification to that such effect dated such effective date and executed by an Authorized Officer from a senior financial officer of the Company, together with such evidence and other related documents as the Administrative Agent may reasonably request with respect to the authorization of the Company and other Borrowers of the extension and their respective obligations hereunder). (d) Notwithstanding anything herein to the contrary, with respect to any Bank that has not approved any Extension Request, the Commitment Termination Date for such Bank shall remain unchanged (and the Commitment (including its obligation in respect of any participation in respect of any Letter of Credit) of such Bank shall terminate, and the Loans made by such Bank hereunder shall mature, and shall be payable by the applicable Borrowers, on such date).

Extension of Commitment Termination Date. (a) The Company, on behalf of both Borrowers, Company may, on not more than two occasions during the term of this Agreement, by written notice to the Administrative Agent (which shall promptly deliver a copy to each of notify the LendersBanks) delivered not fewer less than 45 days, Amended and Restated Credit Agreement days and not more than 60 days, before any anniversary of days prior to the Closing Commitment Termination Date then in effect hereunder (the "Existing Commitment Termination Date"), request that the Lenders Banks extend the then effective Commitment Termination Date (the “Existing Commitment Termination Date”) for an additional period of one year, effective 360 days from the Consent Date (as of a date specified in such noticedefined below). Each Lender Bank, acting in its sole discretion, shall, by notice to the Company and the Administrative Agent given not later than the 20th day after on or before the date of (herein, the Agent’s receipt of "Consent Date") that is 30 days prior to the Company’s noticeExisting Commitment Termination Date (except that, if such date is not a Business Day, such notice shall be given on the next succeeding Business Day) but not more than 15 days prior to the Consent Date, advise the Company and the Administrative Agent whether or not it such Bank agrees to such extension; provided that, if such Bank gives notice of its consent to such extension prior to the requested extension (each Lender agreeing Consent Date, such Bank may revoke such consent at any time prior to a requested extension being called a “Consenting Lender” and each Lender declining the Consent Date by giving notice of such revocation to agree to a requested extension being called a “Declining Lender”). Any Lender that has not so advised the Company and the Administrative Agent; and provided further that each Bank that determines not to extend the Commitment Termination Date (a "Non-extending Bank") shall notify the Administrative Agent by (which shall notify the Banks) of such day fact promptly after such determination (but in any event no later than the Consent Date) and any Bank that does not advise the Company on or before the Consent Date shall be deemed to have declined be a Non-extending Bank. The election of any Bank to agree to such extension shall not obligate any other Bank to so agree. (b) If (and shall be a Declining Lender. If Lenders constituting only if) the Required Lenders shall total of the Commitments of the Banks that have agreed so to a Commitment Termination Date extension request, then extend the Commitment Termination Date shall be at least 66-2/3% of the aggregate amount of the Commitments in effect immediately prior to the Consent Date, the Company shall have the right on or before the Existing Commitment Termination Date to replace each Non-extending Bank with, and otherwise add to this Agreement, one or more other banks (which may include any Bank, each prior to the Existing Commitment Termination Date an "Additional Commitment Bank") with the approval of the Administrative Agent (which approval shall not be unreasonably withheld), each of which Additional Commitment Banks shall have entered into an agreement in form and substance satisfactory to the Company and the Administrative Agent pursuant to which such Additional Commitment Bank shall, effective as to the Consenting Lenders, be extended to the first anniversary of the Existing Commitment Termination Date. The decision , undertake a Commitment (and, if any such Additional Commitment Bank is already a Bank, its Commitment shall be in addition to such Bank's Commitment hereunder on such date). (c) If (and only if) the total of any Lender the Commitments of the Banks that have agreed so to agree or withhold agreement to any extension request extend the Commitment Termination Date shall be at least 66-2/3% of the sole discretion aggregate amount of the Commitments in effect immediately prior to the Amended and Restated Credit Agreement 29 - 29 - Consent Date, then, effective as of the Existing Commitment Termination Date, the Existing Commitment Termination Date shall be extended to the date falling 360 days after the Consent Date (except that, if such date is not a Business Day, such Commitment Termination Date as so extended shall be the next preceding Business Day) and each Additional Commitment Bank shall thereupon become a "Bank" for all purposes of this Agreement. Notwithstanding the foregoing, the extension of the Existing Commitment Termination Date shall not be effective with respect to any Bank unless: (i) no Default shall have occurred and be continuing on each of the date of the notice requesting such extension, on the Consent Date and on the Existing Commitment Termination Date; (ii) each of the representations and warranties made by the Company in Section 7 hereof shall be true and complete on and as of each of the date of the notice requesting such extension, the Consent Date and the Existing Commitment Termination Date with the same force and effect as if made on and as of such Lenderdate (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); and (iii) each Non-extending Bank shall have been paid in full by the Company all amounts owing to such Bank hereunder on or before the Existing Termination Date. The Even if the Existing Commitment Termination Date is extended as aforesaid, the Commitment of any Declining Lender each Non-extending Bank shall terminate on the Existing Commitment Termination Date. The principal amount of any outstanding Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the accounts of such Declining Lenders hereunder, shall be due and payable on the Existing Commitment Termination Date, and on the Existing Commitment Termination Date each Borrower shall also make such other prepayments of its Loans as shall be required in order that, after giving effect to such prepayments and to the termination of the Commitments of, and all payments to, Declining Lenders pursuant to this sentence, (a) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment, (b) the Revolving Credit Exposure of any Lender shall not exceed its Commitment and (c) the Borrower Credit Exposure of either Borrower shall not exceed the Borrower Sublimit of such Borrower. Notwithstanding the foregoing, no extension of the Commitment Termination Date shall become effective under this Section unless (i) on the effective date of such extension, the conditions set forth in Section 4.2 (it being understood and agreed that (A) all references to “Credit Extension Date” therein shall be deemed to refer to such effective date and (B) all references to the “Closing Date” in (x) Section 4.2.2 as it relates to Sections 5.5, 5.7 and 5.14(ii) and (y) in Sections 5.5, 5.7 and 5.14(ii) shall be deemed to refer to such effective date for purposes of determining satisfaction of the conditions set forth in Section 4.2 as of such date) shall be satisfied as of such date (as though the effectiveness of such extension were a Credit Extension) and (ii) the Agent shall have received a certificate to that effect dated such effective date and executed by an Authorized Officer of the Company.

Extension of Commitment Termination Date. The Company(a) Subject to subclause (c), on behalf of both Borrowers, may, on not more than two occasions during from time to time after the term of this Agreement, by written notice to the Agent (which shall promptly deliver a copy to each of the Lenders) delivered not fewer than 45 days, and not more than 60 days, before any first anniversary of the Closing Date, but at least 45 days prior to the scheduled Maturity Date then in effect, the Borrowers may, by written notice from the Company to the Administrative Agent, request that the Lenders extend the scheduled Maturity Date then effective Commitment Termination Date (the “Existing Commitment Termination Date”) for an additional period of in effect be extended by one calendar year, effective as of a date specified selected by the Company (the “Extension Effective Date”); provided, that (i) the Company may make only one such request in any calendar year and no more than two such noticerequests during the term of this Agreement and (ii) the Extension Effective Date shall be at least 30 days, but not more than 90 days, after the date such extension request is received by the Administrative Agent (the “Extension Request Date”). Each Upon receipt of the extension request, the Administrative Agent shall promptly notify each Lender shallof such request. If a Lender agrees, by in its sole discretion, to so extend the Maturity Date applicable to its Commitment (an “Extending Lender”), it shall deliver to the Administrative Agent a written notice of its agreement to do so no later than 15 days after the Extension Request Date (or such later date to which the Company and the Administrative Agent given not later than shall agree), and the 20th day after Administrative Agent shall promptly thereafter notify the date Company of such Extending Lender’s agreement to extend the Commitment Termination Date applicable to such Lender’s Commitment and Revolving Loans (and such agreement shall be irrevocable until the Extension Effective Date). Subject to Section 2.17(b), the Commitment of any Lender that fails to accept or respond to the Borrowers’ request for extension of the Agent’s receipt of the Company’s notice, advise the Company whether or not it agrees to the requested extension Maturity Date (each Lender agreeing to a requested extension being called a “Consenting Lender” and each Lender declining to agree to a requested extension being called a “Declining Lender”) shall be terminated on the Maturity Date then in effect for such Lender (without regard to any extension by other Lenders) and on such Maturity Date the Borrowers shall pay in full the unpaid principal amount of all Revolving Loans owing to such Declining Lender, together with all accrued and unpaid interest thereon and all accrued and unpaid fees owing to such Declining Lender under this Agreement to the date of such payment of principal and all other amounts due to such Declining Lender under this Agreement. (b) The Administrative Agent shall promptly notify each Extending Lender of the aggregate Commitments of the Declining Lenders. Upon receipt by the Extending Lenders of notice of the Declining Lenders (the “Increase Request Date”). Any , each Extending Lender that has may offer to increase its respective Commitment by an amount not to exceed the aggregate amount of the Declining Lenders’ Commitments, and such Extending Lender shall deliver to the Administrative Agent a notice of its offer to so advised increase its Commitment no later than 15 days after the Increase Request Date (or such later date to which the Company and the Administrative Agent by shall agree), and such day offer shall be deemed irrevocable until the Extension Effective Date. To the extent the aggregate amount of additional Commitments that the Extending Lenders offer pursuant to the preceding sentence exceeds the aggregate amount of the Declining Lenders’ Commitments, such additional Commitments shall be reduced on a pro rata basis. To the extent the aggregate amount of Commitments that the Extending Lenders have declined so offered to extend is less than the aggregate amount of Commitments that the Company has so requested to be extended, the Company shall have the right to seek additional Commitments from other Persons. Once the Company has obtained offers to provide the full amount of any Declining Lender’s Commitments (whether from Extending Lenders or other Persons), the Company shall have the right but not the obligation to require any Declining Lender to (and any such Declining Lender shall) assign in full its rights and obligations (including all Commitments and Revolving Loans) under this Agreement to one or more banks or other financial institutions (which may be, but need not be, one or more of the Extending Lenders) which at the time agree to, in the case of any such Person that is an Extending Lender, increase its Commitment and in the case of any other such Person (a “New Lender”) become a party to this Agreement; provided that (i) such assignment is otherwise in compliance with Section 10.07, (ii) such Declining Lender receives payment in full of the unpaid principal amount of all Revolving Loans owing to such extension Declining Lender, together with all accrued and unpaid interest thereon and all fees accrued and unpaid under this Agreement to the date of such payment of principal and all other amounts due to such Declining Lender under this Agreement and (iii) any such assignment shall be a Declining Lender. If effective on the date on or before such Extension Effective Date as may be specified by the Company and agreed to by the respective New Lenders constituting and Extending Lenders, as the Required case may be, and the Administrative Agent. (c) If, but only if, Extending Lenders shall and New Lenders, as the case may be, have agreed to a Commitment Termination Date extension request, then the Commitment Termination Date shall, as provide Commitments in an aggregate amount equal to the Consenting Lenders, be extended to the first anniversary greater than 50% of the Existing Commitment Termination Date. The decision of any Lender to agree or withhold agreement to any extension request shall be at the sole discretion of such Lender. The Commitment of any Declining Lender shall terminate on the Existing Commitment Termination Date. The principal aggregate amount of any outstanding Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the accounts of such Declining Lenders hereunder, shall be due and payable on the Existing Commitment Termination Date, and on the Existing Commitment Termination Date each Borrower shall also make such other prepayments of its Loans as shall be required in order that, after giving effect to such prepayments and to the termination of the Commitments of, outstanding immediately prior to such Extension Effective Date and all payments to, Declining Lenders pursuant to this sentence, (a) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment, (b) the Revolving Credit Exposure of any Lender shall not exceed its Commitment and (c) the Borrower Credit Exposure of either Borrower shall not exceed the Borrower Sublimit of such Borrower. Notwithstanding the foregoing, no extension of the Commitment Termination Date shall become effective under this Section unless (i) on the effective date of such extension, the conditions set forth precedent in Section 4.2 4.01 (it being understood and agreed that (A) all references to “Credit Extension Date” therein shall be deemed to refer to such effective date and (B) all references to the “Closing Date” in (x) Section 4.2.2 as it relates to Sections 5.5, 5.7 and 5.14(iiother than 4.01(a)(vi) and (y) with respect to 4.01(a)(ix) no additional types of documentation shall be required as compared to the Closing Date) are met as of the Extension Effective Date, the Maturity Date in Sections 5.5, 5.7 effect with respect to the Commitments of such Extending Lenders and 5.14(iiNew Lenders (but not other Lenders that do not elect to extend) shall be deemed to refer to such effective date for purposes of determining satisfaction of the conditions set forth in Section 4.2 as of such date) shall be satisfied as of such date (as though the effectiveness of such extension were a Credit Extension) and (ii) the Agent shall have received a certificate to that effect dated such effective date and executed extended by an Authorized Officer of the Companyone calendar year. ARTICLE III.

Extension of Commitment Termination Date. (a) The Company, on behalf of both Borrowers, Borrower may, on not more than two occasions during the term of this Agreement, by written notice to the Administrative Agent (which shall promptly deliver a copy to each of notify the Lenders) delivered not fewer than 45 days, and not more than 60 days, before any 90 days and not less than 30 days prior to each anniversary of the Closing Amendment No. 2 Effective Date (or if such anniversary date is not a Business Day, the Business Date next succeeding such anniversary) (each such anniversary of the Amendment No. 2 Effective Date, an “Extension Effective Date”), request (each, an “Extension Request”) that the Lenders each Lender extend the then effective Commitment Termination Date then in effect for such Lender (the “Existing Commitment Termination Date”) for an additional period of one year, effective as of a date specified in such notice; provided that only two Extension Requests may be requested hereunder. Each Lender Lender, acting in its sole discretion, shall, by notice to the Company Borrower and the Administrative Agent given not later than the 20th day after (or such later day as shall be acceptable to the Borrower) following the date of the Agent’s receipt of the CompanyBorrower’s notice, advise the Company Borrower and the Administrative Agent whether or not it such Lender agrees to the requested extension (each Lender agreeing to a requested extension being called a “Consenting Lender” and each Lender declining to agree to a requested extension being called a “Declining Lender”). Any such extension; provided that any Lender that has does not so advised advise the Company and the Agent by such day Borrower shall be deemed to have declined rejected such Extension Request (any such Lender which shall have rejected or is deemed to have rejected such extension being a “Non-Extending Lender”). The election of any Lender to agree to such extension shall not obligate any other Lender to so agree, and such election shall become effective only as provided under paragraph (c) of this Section. (b) The Borrower shall have the right, at any time on or prior to, or at any time following, the relevant Extension Effective Date, unless an Event of Default shall have occurred and be continuing, to replace any Non-Extending Lender with, and otherwise add to this Agreement, one or more Additional Commitment Lenders. Each Additional Commitment Lender shall enter into an agreement with the Borrower and the Administrative Agent, in substantially the form attached as Exhibit D hereto, pursuant to which such Additional Commitment Lender shall, effective as of such Extension Effective Date (or, if such replacement occurs thereafter, as of the relevant effective date of such replacement), provide a new or additional Commitment hereunder, as applicable, in the amount specified therein and (if not then an existing Lender) become a Lender hereunder (and if such replacement shall be a Declining Lender. If Lenders constituting the Required Lenders shall have agreed to a Commitment Termination Date extension requestmade after such Extension Effective Date, then the Commitment Termination Date shall, for such Commitment of such Additional Commitment Lender shall be the latest date to which the Commitments of the other Lenders was extended as of such Extension Effective Date). (c) If (and only if) the total of the Commitments of the Lenders that have agreed in connection with any Extension Request to extend the Existing Commitment Termination Date and (if applicable) the additional Commitments of the Additional Commitment Lender(s) shall be at least 50% of the aggregate amount of the Commitments in effect immediately prior to the Consenting Lendersrelevant Extension Effective Date, then, effective as of such Extension Effective Date, the Commitment Termination Date, but only with respect to the Commitment of each Lender that has agreed to so extend its Commitment and (if applicable) each Additional Commitment Lender that has replaced a Non-Extending Lender, shall be extended to the first anniversary date that is one year after the then Existing Commitment Termination Date (or, if such date is not a Business Day, the immediately preceding Business Day) and (if not then an existing Lender) each Additional Commitment Lender shall thereupon become a “Lender” for all purposes of this Agreement; provided that the extension of the Existing Commitment Termination Date. The decision of Date shall not be effective with respect to any Lender to agree or withhold agreement to any extension request unless as of the relevant Extension Effective Date: (i) no Default shall have occurred and be continuing; (ii) the representations and warranties of the Borrower set forth in Article III shall be at the sole discretion true and correct in all material respects on and as of such Lender. The Commitment of any Declining Lender shall terminate on the Existing Commitment Termination Date. The principal amount of any outstanding Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the accounts of such Declining Lenders hereunder, shall be due and payable on the Existing Commitment Termination Date, and on the Existing Commitment Termination Date each Borrower shall also make such other prepayments of its Loans as shall be required in order that, after giving effect to such prepayments if made on and to the termination of the Commitments of, and all payments to, Declining Lenders pursuant to this sentence, (a) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment, (b) the Revolving Credit Exposure of any Lender shall not exceed its Commitment and (c) the Borrower Credit Exposure of either Borrower shall not exceed the Borrower Sublimit of such Borrower. Notwithstanding the foregoing, no extension of the Commitment Termination Date shall become effective under this Section unless (i) on the effective date of such extension, the conditions set forth in Section 4.2 (it being understood and agreed that (A) all references to “Credit Extension Date” therein shall be deemed to refer to such effective date and (B) all references to the “Closing Date” in (x) Section 4.2.2 as it relates to Sections 5.5, 5.7 and 5.14(ii) and (y) in Sections 5.5, 5.7 and 5.14(ii) shall be deemed to refer to such effective date for purposes of determining satisfaction of the conditions set forth in Section 4.2 as of such date) shall be satisfied as of such date (or, if any such representation or warranty is expressly stated to have been made as though the effectiveness of a specific date, as of such extension were a Credit Extensionspecific date) and (ii) the Administrative Agent shall have received a certificate of a duly authorized officer of the Borrower certifying thereto and (iii) all amounts payable hereunder to any Non-Extending Lender that effect dated such effective date and executed is being replaced by an Authorized Officer Additional Commitment Lender in connection with such extension shall have been paid in full. Upon the effectiveness of such extension, the Administrative Agent shall record the relevant information in the Register and give prompt notice of such extension to the Borrower and the Lenders. (d) Notwithstanding anything herein to the contrary, with respect to any Non-Extending Lender, the Commitment Termination Date for such Lender shall remain unchanged (and the Commitment of such Lender shall terminate, the Loans made by such Non-Extending Lender hereunder shall mature and be payable by the Borrower, and all other amounts owing to such Non-Extending Lender hereunder shall be payable, on such date).” 2.04. Section 3.04 of the Company.Credit Agreement is hereby amended as follows:

Extension of Commitment Termination Date. The CompanyEffective as of the Amendment Effective Date, on behalf the Consenting Lenders have extended the final termination of both Borrowers, may, on not more than two occasions during the term of this Agreement, by written notice their Commitments to the Agent (which shall promptly deliver a copy to each of the Lenders) delivered not fewer than 45 days, and not more than 60 days, before any anniversary of the Closing Date, request that the Lenders extend the then effective Commitment Termination Date (the “Existing Extended Commitment Termination Date”) for an additional period . Notwithstanding any other provision of one yearthis Agreement (but subject to Section 2.24), effective as of a date specified in such notice. Each Lender shall, by notice at all times prior to the Company and the Agent given not later than the 20th day after the date of the Agent’s receipt of the Company’s notice, advise the Company whether or not it agrees to the requested extension (each Lender agreeing to a requested extension being called a “Consenting Lender” and each Lender declining to agree to a requested extension being called a “Declining Lender”). Any Lender that has not so advised the Company and the Agent by such day shall be deemed to have declined to agree to such extension and shall be a Declining Lender. If Lenders constituting the Required Lenders shall have agreed to a Commitment Termination Date extension request, then the Commitment Termination Date shallall borrowings of Revolving Loans, as all payments of principal or interest in respect of Revolving Loans and participations in LC Disbursements, all payments of fees owed to the Consenting Lenders, will be extended made ratably from or to the first anniversary Lenders, and all reductions of Commitments shall be allocated among the Existing Lenders, on the basis of their Pro Rata Shares, without distinction as between the Consenting Lenders and the Declining Lenders. The Commitments held by the Declining Lenders shall terminate on the Commitment Termination Date. The decision On the Commitment Termination Date, simultaneously with the termination of the Non-Extended Commitments, each Consenting Lender will automatically and without further act assume a portion of the participations in any Lender outstanding Letters of Credit held by the Declining Lenders, such that after giving effect to agree or withhold agreement such assumption, each Consenting Lender’s participation in each Letter of Credit will equal such Consenting Lender’s Pro Rata Share of the LC Exposure attributable thereto after giving effect to any extension request shall be at the sole discretion termination of such Lender. The Commitment of any Declining Lender shall terminate the Non-Extended Commitments on the Existing Commitment Termination Date. The principal amount of any outstanding Loans made by Declining LendersLenders pursuant to Non-Extended Commitments, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the accounts account of such Declining Lenders hereunderhereunder in respect of Non-Extended Commitments, shall be due and payable on the Existing Commitment Termination Date, and on the Existing Commitment Termination Date each Borrower Date, the Borrowers shall also make such other prepayments payments of its their respective Loans pursuant to Section 2.10 as shall be required in order that, after giving effect to such prepayments and to the termination of the Non-Extended Commitments of, and all payments to, Declining Lenders pursuant to this sentence and a reallocation of participations and outstanding Letters of Credit pursuant to the immediately preceding sentence, (ai) the Aggregate Outstanding Credit Exposure shall will not exceed the Aggregate Commitment, Commitment and (bii) the Revolving Credit Exposure of any each Lender shall will not exceed its Commitment and (c) the Borrower Credit Exposure of either Borrower shall not exceed the Borrower Sublimit of such Borrower. Notwithstanding the foregoing, no extension of the Commitment Termination Date shall become effective under this Section unless (i) on the effective date of such extension, the conditions set forth in Section 4.2 (it being understood and agreed that (A) all references to “Credit Extension Date” therein shall be deemed to refer to such effective date and (B) all references to the “Closing Date” in (x) Section 4.2.2 as it relates to Sections 5.5, 5.7 and 5.14(ii) and (y) in Sections 5.5, 5.7 and 5.14(ii) shall be deemed to refer to such effective date for purposes of determining satisfaction of the conditions set forth in Section 4.2 as of such date) shall be satisfied as of such date (as though the effectiveness of such extension were a Credit Extension) and (ii) the Agent shall have received a certificate to that effect dated such effective date and executed by an Authorized Officer of the CompanyCommitment.

Extension of Commitment Termination Date. (a) The Company, on behalf of both Borrowers, Borrowers may, on not more than two occasions during the term of this Agreement, by written notice to the Administrative Agent (which shall promptly deliver a copy to each of notify the Lenders) delivered not fewer later than 45 days, days and not more earlier than 60 days, before any anniversary of days prior to the Closing Commitment Termination Date then in effect hereunder (the "Existing Commitment Termination Date"), request that the Lenders extend the then effective Commitment Termination Date (for an additional year from the “Existing Commitment Termination Date”) for an additional period of one year, effective as of a date specified in such notice. Each Lender Lender, acting in its sole discretion, shall, by notice to the Company Borrowers and the Administrative Agent given not earlier than 45 days prior to the Existing Commitment Termination Date, but not later than the 20th day after date (herein, the "Consent Date") that is 30 days prior to the Existing Commitment Termination Date (except that, if such date of is not a Business Day, such notice shall be given on the Agent’s receipt of the Company’s noticenext succeeding Business Day), advise the Company Borrowers and the Administrative Agent whether or not it such Lender agrees to such extension; provided that, if such Lender gives notice of its consent to such extension prior to the requested extension (Consent Date, such Lender may revoke such consent at any time prior to the Consent Date by giving notice of such revocation to the Borrowers and the Administrative Agent; and provided further that each Lender agreeing that determines not to extend the Commitment Termination Date (a requested extension being called a “Consenting "Non-Extending Lender” ") shall notify the Administrative Agent (which shall notify the Lenders) of such fact promptly after such determination (but in any event no later than the Consent Date) and each Lender declining to agree to a requested extension being called a “Declining Lender”). Any any Lender that has does not so advised advise the Company and Borrowers on or before the Agent by such day Consent Date shall be deemed to have declined be a Non-Extending Lender. The election of any Lender to agree to such extension shall not obligate any other Lender to so agree. (b) If (and shall be a Declining Lender. If only if) the total of the Commitments of the Lenders constituting the Required Lenders shall that have agreed so to a Commitment Termination Date extension request, then extend the Commitment Termination Date shall be at least 66-2/3% of the aggregate amount of the Commitments in effect immediately prior to the Consent Date, the Borrowers shall have the right on or before the Existing Commitment Termination Date to replace each Non-Extending Lender with, and otherwise add to this Agreement, one or more other lenders (which may include any Lender, each prior to the Existing Commitment Termination Date an "Additional Commitment Lender") with the approval of the Administrative Agent (which approval shall not be unreasonably withheld), each of which Additional Commitment Lenders shall have entered into an agreement in form and substance satisfactory to the Borrowers and the Administrative Agent pursuant to which such Additional Commitment Lender shall, effective as to the Consenting Lenders, be extended to the first anniversary of the Existing Commitment Termination Date. The decision , undertake a Commitment (and, if any such Additional Commitment Lender is already a Lender, its Commitment shall be in addition to such Lender's Commitment hereunder on such date). (c) If (and only if) the total of any Lender the Commitments of the Lenders that have agreed so to agree or withhold agreement to any extension request extend the Commitment Termination Date shall be at least 66-2/3% of the sole discretion aggregate amount of the Commitments in effect immediately prior to the Consent Date, then, effective as of the Existing Commitment Termination Date, the Existing Commitment Termination Date shall be extended to the date falling one year days after the Existing Commitment Termination Date (except that, if such date is not a Business Day, such 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. Notwithstanding the foregoing, the extension of the Existing Commitment Termination Date shall not be effective with respect to any Lender unless: (i) no Default shall have occurred and be continuing on each of the date of the notice requesting such extension, on the Consent Date and on the Existing Commitment Termination Date; (ii) each of the representations and warranties made by the Borrowers in Article 3 hereof shall be true and complete on and as of each of the date of the notice requesting such extension, the Consent Date and the Existing Commitment Termination Date with the same force and effect as if made on and as of such Lenderdate (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); and (iii) each Non-Extending Lender shall have been paid in full by the Borrowers all amounts owing to such Lender hereunder on or before the Existing Commitment Termination Date. The Even if the Existing Commitment Termination Date is extended as aforesaid, the Commitment of any Declining each Non-Extending Lender shall terminate on the Existing Commitment Termination Date. The principal amount of any outstanding Loans made by Declining LendersNotwithstanding anything herein contained, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the accounts of such Declining Lenders hereunder, shall be due and payable on the Existing Commitment Termination Date, and on the Existing Commitment Termination Date each Borrower shall also make such other prepayments of its Loans as shall be required in order that, after giving effect to such prepayments and to the termination of the Commitments of, and all payments to, Declining Lenders pursuant to this sentence, (a) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment, (b) the Revolving Credit Exposure of any Lender shall not exceed its Commitment and (c) the Borrower Credit Exposure of either Borrower shall not exceed the Borrower Sublimit of such Borrower. Notwithstanding the foregoing, no extension of the Commitment Termination Date shall become effective may not be extended more than three times under this Section unless (i) on the effective date of such extension, the conditions set forth in Section 4.2 (it being understood and agreed that (A) all references to “Credit Extension Date” therein shall be deemed to refer to such effective date and (B) all references to the “Closing Date” in (x) Section 4.2.2 as it relates to Sections 5.5, 5.7 and 5.14(ii) and (y) in Sections 5.5, 5.7 and 5.14(ii) shall be deemed to refer to such effective date for purposes of determining satisfaction of the conditions set forth in Section 4.2 as of such date) shall be satisfied as of such date (as though the effectiveness of such extension were a Credit Extension) and (ii) the Agent shall have received a certificate to that effect dated such effective date and executed by an Authorized Officer of the Company.2.18. 48 - 42 -

Extension of Commitment Termination Date. The Company(a) So long as no Event of Default has occurred and is continuing, on behalf of both Borrowers, the Borrower may, on at any one time in any calendar year and not more than two occasions during the term of this Agreementtwice, by written notice to the Agent (which who shall promptly deliver provide a copy of such notice to each of the Lenders) delivered not fewer than 45 daysBank), and not more than 60 days, before any anniversary of the Closing Date, request that the Lenders propose to extend the then effective Commitment Termination Date by one year; provided that the Commitment Termination Date, as so extended, shall not be more than five years later than the applicable Extension Date (as defined below). Such notice shall specify the date (which shall be not less than 45 days after such notice) by which Banks are requested to respond to such request, and the date that such extension is to become effective (the “Existing Extension Date”). Each Bank may, not less than 20 days prior to the applicable Extension Date, elect by written notice to the Borrower and the Agent to extend its Commitment Termination Date”) for an additional Date by a period of one year. The Agent will notify the Borrower, effective as in writing of a date specified in such notice. Each Lender shall, by notice to the Company and the Agent given not Banks’ decisions no later than the 20th day after the date of the Agent’s receipt of the Company’s notice, advise the Company whether or not it agrees to the requested extension (each Lender agreeing to a requested extension being called a “Consenting Lender” and each Lender declining to agree to a requested extension being called a “Declining Lender”). Any Lender that has not so advised the Company and the Agent by such day shall be deemed to have declined to agree 15 days prior to such extension and shall be a Declining LenderExtension Date. If Lenders constituting the Required Lenders No Bank (or any successor thereto) shall have agreed any obligation to a Commitment Termination Date extension request, then the Commitment Termination Date shall, as to the Consenting Lenders, be extended to the first anniversary of the Existing Commitment Termination Date. The decision of any Lender to agree or withhold agreement to any extension request shall be at the sole discretion of such Lender. The Commitment of any Declining Lender shall terminate on the Existing Commitment Termination Date. The principal amount of any outstanding Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the accounts of such Declining Lenders hereunder, shall be due and payable on the Existing extend its Commitment Termination Date, and on the Existing any decision by a Bank to extend its Commitment Termination Date each Borrower shall also make such other prepayments of its Loans as shall be made in its sole discretion independently from any other Bank. Any Bank that does not respond to a request to extend the Commitment Termination Date shall be deemed to be a Non-Consenting Bank. (b) If any Bank shall not elect to extend its Commitment Termination Date pursuant to paragraph (a) (each such Bank being a “Non-Consenting Bank”), the Borrower may designate another bank or other financial institution (which may be, but need not be, one or more of the existing Banks) which at the time agrees to accept an assignment of the Commitment of the Non-Consenting Bank in accordance with Section 11.11; provided, however, that (i) any Additional Bank must meet the criteria for an Eligible Assignee and must in all other respects be acceptable to the Agent, which acceptance will not be unreasonably withheld, conditioned or delayed; (ii) the amount of the Commitment of any such Additional Bank as a result of such substitution shall in no event be less than $5,000,000 unless the amount of the Commitment of such Non-Consenting Bank is less than $5,000,000, in which case such Additional Bank shall assume all of such lesser amount; (iii) any such Non-Consenting Bank shall have been paid (A) the aggregate principal amount of, and any interest accrued and unpaid to the effective date of the assignment on, the outstanding Advances, if any, of such Non-Consenting Bank plus (B) any accrued but unpaid commitment fees owing to such Non-Consenting Bank as of the effective date of such assignment; (iv) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Bank, and all other accrued and unpaid amounts owing to such Non-Consenting Bank hereunder, as of the effective date of such assignment shall have been paid to such Non-Consenting Bank; and (v) with respect to any such Additional Bank, the applicable processing and recordation fee required under Section 11.11 for such assignment shall have been paid. To the extent that the Commitment Termination Date is not extended as to any Bank pursuant to this Section 2.7 and the Commitment of such Bank is not assumed in order thataccordance with this subsection (b), the Commitment of such Non-Consenting Bank shall automatically terminate in whole on such unextended Commitment Termination Date without any further notice or other action by the Borrower, such Bank or any other Person; provided that such Non-Consenting Bank’s rights under Sections 4.3, 5.4, 6.5 and 12.10, and its obligations under Section 11.5, shall survive the Commitment Termination Date for such Bank as to matters occurring prior to such date. (c) If (after giving effect to such prepayments and any assignments pursuant to the termination subsection (b) of this Section 2.7) Banks having Commitments equal to at least 50% of the Commitments ofin effect immediately prior to the applicable Extension Date consent in writing to a requested extension (whether by execution or delivery of an Assignment Certificate or otherwise) not later than one Business Day prior to such Extension Date, the Agent shall so notify the Borrower, and the Commitment Termination Date then in effect shall be extended for the additional one-year period as described in subsection (a) of this Section 2.7, and all payments toreferences in this Agreement, Declining Lenders pursuant and in the Notes to this sentencethe “Commitment Termination Date” shall, (a) with respect to each Bank other than a Non-Consenting Bank for such extension, refer to the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment, (b) the Revolving Credit Exposure of any Lender shall not exceed its Commitment and (c) the Borrower Credit Exposure of either Borrower shall not exceed the Borrower Sublimit of such BorrowerTermination Date as so extended. Notwithstanding the foregoing, no Promptly following each extension of the Commitment Termination Date shall become effective under this Section unless (i) on the effective date of such extensionDate, the conditions set forth in Section 4.2 (it being understood and agreed that (A) all references to “Credit Extension Date” therein shall be deemed to refer to such effective date and (B) all references to the “Closing Date” in (x) Section 4.2.2 as it relates to Sections 5.5, 5.7 and 5.14(ii) and (y) in Sections 5.5, 5.7 and 5.14(ii) shall be deemed to refer to such effective date for purposes of determining satisfaction of the conditions set forth in Section 4.2 as of such date) shall be satisfied as of such date (as though the effectiveness of such extension were a Credit Extension) and (ii) the Agent shall have received a certificate to that effect dated such effective date and executed by an Authorized Officer notify the Banks of the Companyextension of the scheduled Commitment Termination Date in effect immediately prior thereto.

Extension of Commitment Termination Date. (a) The Company, on behalf of both Borrowers, Parent Borrower may, on not more than two occasions during the term of this Agreement, by written notice to the Administrative Agent (which shall promptly deliver a copy to each of notify the Lenders) delivered not fewer than 45 days, and not more than 60 days, before any 90 days and not less than 30 days prior to each anniversary of the Closing Datedate hereof (or if such anniversary date is not a Business Day, the Business Day next succeeding such anniversary), request (each, an “Extension Request”) that the Lenders extend the then effective Commitment Termination Date then in effect (or, if at such time there shall exist different Commitment Termination Dates for the Lenders hereunder, the latest applicable Commitment Termination Date then in effect) (the “Existing Commitment Termination Date”) for an additional period of one year, year (the date on which any such extension shall become effective is referred to herein as of a date specified in such noticean “Extension Effective Date”); provided that only two Extension Requests may be requested hereunder. Each Lender Lender, acting in its sole discretion, shall, by notice to the Company Parent Borrower and the Administrative Agent given not later than the 20th day after (or such later day as shall be acceptable to the Parent Borrower) following the date of the Agent’s receipt of the CompanyParent Borrower’s notice, advise the Company Parent Borrower and the Administrative Agent whether or not it such Lender agrees to the requested extension (each Lender agreeing to a requested extension being called a “Consenting Lender” and each Lender declining to agree to a requested extension being called a “Declining Lender”). Any such extension; provided that any Lender that has does not so advised advise the Company and the Agent by such day Parent Borrower shall be deemed to have declined rejected such Extension Request (any such Lender which shall have rejected or is deemed to have rejected such extension being a “Non-Extending Lender”). The election of any Lender to agree to such extension shall not obligate any other Lender to so agree. Notwithstanding anything herein to the contrary, no Lender shall have any obligation hereunder to extend its Commitment. (b) The Parent Borrower shall have the right, at any time on or prior to, or at any time following, the relevant Extension Effective Date, unless an Event of Default shall have occurred and shall be a Declining Lendercontinuing, to replace any Non-Extending Lender with one or more Additional Commitment Lenders in accordance with Section 2.19(b). If Lenders constituting requested by the Required Lenders Parent Borrower or the Administrative Agent, each such Additional Commitment Lender shall have agreed enter into an agreement with the Parent Borrower and the Administrative Agent, in form and substance satisfactory to a the Parent Borrower and the Administrative Agent, pursuant to which such Additional Commitment Termination Date Lender shall reconfirm its Commitment hereunder so assumed from the relevant Non-Extending Lender and, in the case of any such replacement becoming effective after the relevant Extension Effective Date, reconfirm the extension request, then of the Commitment Termination Date applicable thereto as contemplated by clause (E) of Section 2.19(b). (c) If (and only if) the total of the Commitments of the Lenders that have agreed in connection with any Extension Request to extend the Existing Commitment Termination Date and (if applicable) the Commitments of the Additional Commitment Lender(s) that shall have replaced any Non-Extending Lender as contemplated by paragraph (b) above shall, as in the aggregate, be at least 50% of the aggregate amount of the Commitments in effect immediately prior to the Consenting LendersExtension Effective Date, then, effective as of the Extension Effective Date, the Commitment Termination Date, but only with respect to each Lender that has agreed to so extend its Commitment and (if applicable) each Additional Commitment Lender that has replaced a Non-Extending Lender (and to Commitments and Loans of each such Lender and Additional Commitment Lender), shall be extended to the first anniversary of date that is one year after the then Existing Commitment Termination Date. The decision Date (or, if such date is not a Business Day, the immediately preceding Business Day); provided that the extension of any Lender to agree or withhold agreement to any extension request shall be at the sole discretion of such Lender. The Commitment of any Declining Lender shall terminate on the Existing Commitment Termination Date. The principal amount of any outstanding Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the accounts of such Declining Lenders hereunder, shall be due and payable on the Existing Commitment Termination Date, and the occurrence of the Extension Effective Date, shall not be effective with respect to any Lender unless as of the Extension Effective Date: (i) no Default shall have occurred and be continuing; (ii) the representations and warranties of the Obligors set forth in Article IV and in the other Loan Documents shall be true and correct in all material respects, on and as of the Existing Extension Effective Date as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); (iii) the Administrative Agent shall have received a certificate executed by a Responsible Officer of the Parent Borrower, dated as of the Extension Effective Date, stating that the conditions with respect to such extension have been satisfied; and (iv) the Administrative Agent shall have received such evidence and other related documents as it may reasonably request with respect to the authorization of the Parent Borrower of such extension and its obligations hereunder as so extended. Upon the effectiveness of such extension, the Administrative Agent shall record the relevant information in the Register and give prompt notice of such extension to the Parent Borrower and the Lenders. (d) Notwithstanding anything herein to the contrary, (i) with respect to any Non-Extending Lender, the Commitment Termination Date each Borrower for such Lender shall remain unchanged (and the Commitment of such Lender shall terminate, the Loans made by such Lender to the Borrowers hereunder shall mature and be payable by the Borrowers, and all other amounts owing to such Non-Extending Lender hereunder shall be payable, on such date), and on such date the Borrowers shall also make such other prepayments of its Loans as shall be required in order that, after giving effect to such prepayments and to the termination of the Commitments of, and all payments to, Declining the Non-Extended Lenders pursuant to this sentence, the sum of (ax) the Aggregate Outstanding Credit outstanding aggregate principal amount of all Loans and (y) the LC Exposure shall will not exceed the Aggregate Commitment, Commitments and (bii) the Revolving “Availability Period” and the “Commitment Termination Date” (without taking into consideration any extension pursuant to this Section 2.20), as such terms are used in reference to any Issuing Lender or any Letters of Credit Exposure of issued by such Issuing Lender or any Swingline Lender shall or any Swingline Loan made by such Swingline Lender, may not exceed its Commitment and (c) be extended without the Borrower Credit Exposure of either Borrower shall not exceed the Borrower Sublimit prior written consent of such Borrower. Notwithstanding the foregoingIssuing Lender and such Swingline Lender, no extension of the Commitment Termination Date shall become effective under this Section unless (i) on the effective date of such extension, the conditions set forth in Section 4.2 as applicable (it being understood and agreed that that, in the event any Issuing Lender or Swingline Lender shall not have consented to any such extension, (Ai) such Issuing Lender or Swingline Lender, as applicable, shall continue to have all references the rights and obligations of an Issuing Lender or a Swingline Lender, as applicable, hereunder through the Existing Commitment Termination Date (or the Availability Period determined on the basis thereof, as applicable), and thereafter shall have no obligation to “make any Swingline Loans or to issue, amend, extend or renew any Letter of Credit Extension Date” therein shall (but shall, in each case, continue to be deemed entitled to refer the benefits of Sections 2.05, 2.06, 2.13, 2.15, 10.03 and 10.09, as applicable as to Letters of Credit or Swingline Loans issued or made prior to such effective date and (B) all references to the “Closing Date” in (x) Section 4.2.2 as it relates to Sections 5.5time), 5.7 and 5.14(ii) and (y) in Sections 5.5, 5.7 and 5.14(ii) shall be deemed to refer to such effective date for purposes of determining satisfaction of the conditions set forth in Section 4.2 as of such date) shall be satisfied as of such date (as though the effectiveness of such extension were a Credit Extension) and (ii) the Agent Borrowers shall cause the LC Exposure attributable to Letters of Credit issued by such Issuing Lender and the Swingline Exposure attributable to Swingline Loans made by such Swingline Lender to be zero no later than the day on which such LC Exposure or Swingline Exposure, as applicable, would have received a certificate been required to that have been reduced to zero in accordance with the terms hereof without giving effect dated such effective date and executed by an Authorized Officer to any effectiveness of the Companyextension of the applicable Existing Commitment Termination Date pursuant to this Section (and, in any event, no later than such Existing Commitment Termination Date)).

Extension of Commitment Termination Date. (a) The Company, on behalf of both Borrowers, Company may, on not more than two occasions during the term of this Agreement, by written notice to the Administrative Agent (which shall promptly deliver a copy to each of not earlier than 12 months after the Lenders) delivered not fewer than 45 days, Effective Date and not more later than 60 days, before any anniversary of 30 days prior to the Closing Date, request that the Lenders extend the then effective Commitment Termination Date then in effect (the “Existing Commitment Termination Date”), request (an “Extension Request”) that the Lenders extend the Commitment Termination Date for an additional period of one yearyear from the Existing Commitment Termination Date; provided that (i) the Company may not make more than two Extension Requests, effective (ii) the Company may not make more than one Extension Request in any period of 12 consecutive months and (iii) the Commitment Termination Date, as so extended, may not be more than five years from the effectiveness of a date specified in such noticeextension. Each The Administrative Agent shall promptly notify each Lender of each Extension Request, and each Lender shall, by notice to the Company and the Agent given in turn, not later than 20 days after delivery of such notice by the 20th day after the date of the Agent’s receipt of the Company’s notice, advise the Company whether or not it agrees Administrative Agent to the requested Lenders, notify the Administrative Agent in writing as to whether such Lender consents to such extension (which consent may be given or withheld in such Lender’s sole discretion) (each Lender agreeing to a such requested extension being called a an “Consenting Extending Lender” and each Lender declining to agree to a such requested extension being called a “Declining Non-Extending Lender”). Any Lender that has with a then effective Commitment may consent to an Extension Request irrespective of whether such ▇▇▇▇▇▇ previously had been a Non-Extending Lender with respect to a previous Extension Request. If any Lender shall fail to notify the Administrative Agent in writing of its consent to any Extension Request not so advised later than 20 days after the Company and delivery of such notice by the Administrative Agent by to the Lenders, such day Lender shall be deemed to have declined to agree not consented to such extension (and shall be deemed, with respect to such Extension Request, to be a Declining Non-Extending Lender). The Administrative Agent shall promptly notify the Company of the consents received with respect to each Extension Request. (b) If Lenders constituting the Required Lenders shall have agreed (calculated excluding any Defaulting Lender and prior to a Commitment Termination Date extension requestgiving effect to any replacement of Non-Extending Lenders pursuant to Section 2.19(b)) consent in writing to any Extension Request, then the Commitment Termination Date shallshall be extended, as on the Extension Closing Date, to the Consenting Lenders, be extended to the first anniversary of date that is one year after the Existing Commitment Termination Date solely as to the Extending Lenders (and shall not be extended as to any Non-Extending Lender); provided that no extension of the Commitment Termination Date pursuant to this Section shall become effective unless (the first date on which such consent of the Required Lenders is obtained and the conditions specified in this proviso are satisfied being referred to as the “Extension Closing Date”) (i) on the date of effectiveness thereof, both immediately prior to and immediately after giving effect thereto, no Default shall have occurred and be continuing, (ii) on the date of effectiveness thereof, the representations and warranties of each Loan Party set forth in the Loan Documents that are qualified by materiality shall be true and correct and the representations and warranties that are not so qualified shall be true and correct in all material respects on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties that are qualified by materiality shall be true and correct and such representations and warranties that are not so qualified shall be true and correct in all material respects, in each case, as of such earlier date), (iii) the Company shall have delivered to the Administrative Agent such legal opinions, board resolutions, secretary’s certificates, officer’s certificates and other documents as shall reasonably be requested by the Administrative Agent in connection with such extension and (iv) each Subsidiary Guarantor (if any) shall have reaffirmed its Guarantee of the Obligations. The decision Promptly following the occurrence of any Lender to agree or withhold agreement to any extension request Extension Closing Date, the Administrative Agent shall be at notify the sole discretion Lenders thereof. To the extent that the Commitment of such Lender. The Commitment of any Declining Non-Extending Lender shall terminate is not assigned and delegated in accordance with Section 2.19(b) on or prior to the applicable Existing Commitment Termination Date. The , (A) the Commitment of each Non-Extending Lender shall automatically terminate in whole on such Existing Commitment Termination Date without any further notice or other action by any Borrower, such Lender or any other Person and (B) the principal amount of any outstanding Loans made by Declining Lenderssuch Non-Extending Lender, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the accounts account of such Declining Lenders Non-Extending Lender hereunder, shall be due and payable on the such Existing Commitment Termination Date, and on the such Existing Commitment Termination Date each Borrower the Borrowers shall also make such other prepayments of its the Loans pursuant to Section 2.10 as shall be required in order that, after giving effect to such prepayments and to the termination of the Commitments of, and all payments to, Declining Non-Extending Lenders pursuant to this sentence, (ax) the Aggregate Outstanding total Credit Exposure Exposures shall not exceed the Aggregate Commitment, Total Commitment and (by) the Revolving Credit Exposure of any Lender shall not exceed its Commitment and Commitment. (c) Notwithstanding anything to the Borrower contrary in this Section 2.23, the Commitment Termination Date and the Availability Period, as such terms are used in reference to any Issuing Lender or any Letter of Credit Exposure issued by such Issuing Lender or in reference to any Swingline Lender or any Swingline Loans made by such Swingline Lender, may not be extended with respect to any Issuing Lender or any Swingline Lender without the prior written consent of either Borrower such Issuing Lender or such Swingline Lender, as applicable (it being understood and agreed that, in the event any Issuing Lender or any Swingline Lender, as applicable, shall not exceed have consented to any such extension, (i) such Issuing Lender shall continue to have all the Borrower Sublimit rights and obligations of an Issuing Lender hereunder, and such Borrower. Notwithstanding Swingline Lender shall continue to have all the foregoingrights and obligations of a Swingline Lender hereunder, in each case through the applicable Existing Commitment Termination Date (or the Availability Period determined on the basis thereof), and thereafter shall have no obligation to issue, amend or extend any Letter of Credit or to make any Swingline Loan, as applicable (but shall continue to be entitled to the benefits of Sections 2.04, 2.06, 2.15, 2.16, 2.17 and 9.03 as to Letters of Credit issued or Swingline Loans made prior to such time), and (ii) the Company shall cause the LC Exposure attributable to Letters of Credit issued by such Issuing Lender to be zero or shall provide cash collateral equal to 105% thereof in accordance with Section 2.06(k) no later than the day on which such LC Exposure would have been required to have been reduced to zero or such cash collateral provided in accordance with the terms hereof without giving effect to the effectiveness of the extension of the applicable Existing Commitment Termination Date pursuant to this Section 2.23 and shall repay the principal amount of all outstanding Swingline Loans, together with any accrued interest thereon, on the Existing Commitment Termination Date). (d) In connection with any extension of the Commitment Termination Date shall become effective under this Section unless (i) on the effective date of such extension2.23, the conditions set forth Administrative Agent may, without the consent of any Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in Section 4.2 (it being understood and agreed that (A) all references the opinion of the Administrative Agent, to “Credit Extension Date” therein shall be deemed to refer to such effective date and (B) all references give effect to the “Closing Date” in (x) provisions of this Section 4.2.2 as it relates to Sections 5.5, 5.7 and 5.14(ii) and (y) in Sections 5.5, 5.7 and 5.14(ii) shall be deemed to refer to such effective date for purposes of determining satisfaction of the conditions set forth in Section 4.2 as of such date) shall be satisfied as of such date (as though the effectiveness of such extension were a Credit Extension) and (ii) the Agent shall have received a certificate to that effect dated such effective date and executed by an Authorized Officer of the Company2.23.

Extension of Commitment Termination Date. (a) The CompanyBorrower may request, on behalf in a notice substantially in the form of both Borrowers, may, on not more than two occasions during the term of this Agreement, by written notice Exhibit C (an “Extension Request”) given as herein provided to the Administrative Agent (which shall promptly deliver a copy to each of the Lenders) delivered not fewer less than 45 days, days and not more than 60 days, before any anniversary of days prior to the Closing Commitment Termination Date, request that the Lenders extend the then effective Commitment Termination Date be extended, which notice shall specify that the requested extension is to be effective (the “Existing Extension Effective Date”) on the then current Commitment Termination Date, and that the new Commitment Termination Date to be in effect following such extension (the “Requested Commitment Termination Date”) for an additional period of one yearis to be July 7, effective as of a date specified in 2006. The Administrative Agent shall forthwith transmit such noticeExtension Request to the Banks. Each Lender Bank shall, by notice not less than 30 days and not more than 45 days prior to the Company Extension Effective Date, notify the Borrower and the Administrative Agent given of its election to extend or not later than to extend the 20th day after Commitment Termination Date with respect to its Commitment. If on the date 30 days prior to the Extension Effective Date Banks having at least 75% of the Agent’s receipt aggregate amount of the Company’s noticeCommitments elect to extend the Commitment Termination Date with respect to their Commitments, advise the Company whether or not it agrees then, subject to the requested extension (each Lender agreeing provisions of this Section 3.5 and Section 5.3, the Commitment Termination Date shall be extended to a requested extension being called a “Consenting Lender” and each Lender declining to agree to a requested extension being called a “Declining Lender”)the Requested Commitment Termination Date. Any Lender that has Bank which shall not so advised notify the Company Borrower and the Administrative Agent by such day of its election to extend the Commitment Termination Date on or prior to the date 30 days prior to the Extension Effective Date shall be deemed to have declined elected not to agree to such extension and shall be a Declining Lender. If Lenders constituting the Required Lenders shall have agreed to a Commitment Termination Date extension request, then extend the Commitment Termination Date with respect to its Commitment. (b) Provided that Banks having at least 75% of the aggregate amount of the Commitments shall have elected to extend their Commitments as provided in this Section 3.5, and any Bank shall timely notify the Borrower and the Administrative Agent pursuant to Section 3.5(a) of its election not to extend its Commitment or shall be deemed to have elected not to extend its Commitment (any such Bank being called a “Non-Extending Bank”), then the remaining Banks (the “Continuing Banks”) or any of them shall have the right (but not the obligation), upon irrevocable notice to the Borrower and the Administrative Agent not later than 15 days preceding the Extension Effective Date to increase their Commitments, by an amount up to the aggregate Commitments of the Non-Extending Banks. If Continuing Banks have elected to increase their Commitments pursuant to the preceding sentence by an aggregate amount which exceeds the aggregate Commitments of the Non-Extending Banks, then the proposed increase in the Commitment of each such Continuing Bank (as specified in the notice referred to in the preceding sentence) shall be decreased pro rata in accordance with the proposed increase of each so that the aggregate increase in the Commitments of such Continuing Banks is equal to the aggregate Commitments of the Non-Extending Banks. Each increase in the Commitments of a Continuing Bank shall be evidenced by a written instrument executed by such Continuing Bank, the Borrower and the Administrative Agent. (c) In the event the aggregate Commitments of the Non-Extending Banks shall exceed the aggregate amount by which the Continuing Banks have agreed to increase their Commitments pursuant to Section 3.5(b), the Borrower may, subject to the same approval process required of Purchasing Banks in Section 11.4(d), designate one or more other financial institutions willing to provide Commitments until the Requested Commitment Termination Date in an aggregate amount not greater than such excess. Any such financial institution (an “Additional Bank”), shall, on the Replacement Date (as hereinafter defined), execute and deliver to the Consenting LendersBorrower and the Administrative Agent a Commitment Transfer Supplement, be extended substantially in the form of Exhibit D (the “Commitment Transfer Supplement”), satisfactory to the first anniversary Borrower and the Administrative Agent, setting forth the amount of such Additional Bank’s Commitment and containing its agreement to become, and to perform all the obligations of, a Bank hereunder. (d) The Borrower, with the consent of the Existing Administrative Agent, shall be permitted at its option to designate one or more Non-Extending Banks to be replaced on the Extension Effective Date or at any time thereafter until the Commitment Termination Date, as extended, by one or more Continuing Banks or Additional Banks (each such Non-Extending Bank to be hereinafter referred to as an “Exiting Bank”). The decision increase in the Commitment of a Continuing Bank and the Commitment of an Additional Bank shall become effective on the date on which such Continuing Bank or Additional Bank, as the case may be, replaces the Commitment of an Exiting Bank (the “Replacement Date”) pursuant to the terms of Section 3.5(b) or Section 3.5(c), respectively. On the Replacement Date, the Exiting Bank shall receive payment from the Borrower in full of the outstanding principal amount, together with accrued interest to such date and any Lender other amount owed by the Borrower to agree such Exiting Bank pursuant to this Agreement or withhold agreement to any extension request shall be at Note, of the sole discretion Loans of such Lender. Exiting Bank. (e) The Borrower shall deliver and cause to be delivered to each Continuing Bank whose Commitment of any Declining Lender shall terminate is being increased pursuant to this Section 3.5 and to each Additional Bank, on the Existing Replacement Date, in exchange for the Notes held by such Bank, new Notes, if requested by such Continuing Bank or Additional Bank, as the case may be, maturing on the Requested Commitment Termination Date. The , in the principal amount of any outstanding Loans such Bank’s Commitment after giving effect to the adjustments made by Declining Lenderspursuant to this Section 3.5. (f) If the Banks having at least 75% of the aggregate amount of the Commitments shall have elected to extend their Commitments as provided in this Section 3.5, together with any accrued interest thereon then (i) effective on the then current Commitment Termination Date, the Commitments of the Continuing Banks and any accrued fees and other amounts payable to or for Additional Banks shall continue until the accounts of such Declining Lenders hereunder, shall be due and payable on the Existing Requested Commitment Termination Date, and on as to such Banks the Existing terms “Commitment Termination Date each Date”, as used herein shall mean such Requested Commitment Termination Date; (ii) the Commitments of any Non-Extending Bank shall continue until the Commitment Termination Date, and shall then terminate (as to any Non-Extending Bank, the term “Commitment Termination Date”, as used herein, shall mean the then current Commitment Termination Date) and any such Non-Extending Bank shall receive payment from the Borrower shall also make such other prepayments in full of its Loans as shall be required in order thatthe outstanding principal amount, after giving effect together with accrued interest to such prepayments date and any other amounts owed by the Borrower to the termination of the Commitments of, and all payments to, Declining Lenders such Non-Extending Bank pursuant to this sentenceAgreement or any Note, (a) of the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment, (b) the Revolving Credit Exposure Loans of any Lender shall not exceed its Commitment such Non-Extending Bank; and (ciii) the Borrower Credit Exposure of either Borrower shall not exceed the Borrower Sublimit of such Borrower. Notwithstanding the foregoing, no extension of the Commitment Termination Date shall become effective under this Section unless (i) on the effective date of such extensionfrom and after any Replacement Date, the conditions set forth in Section 4.2 (it being understood and agreed that (A) all references to term “Credit Extension DateBanks” therein shall be deemed to refer to such effective date include the Continuing Banks, the Non-Extending Banks and the Additional Banks and (B) all references except with respect to Sections 2.9, 2.10, 2.11, 2.12 and 11.1 to the “Closing extent the rights under such sections arise after the applicable Replacement Date in respect of Exiting Banks) to exclude the Exiting Banks exiting on such Replacement Date” in (x) Section 4.2.2 as it relates to Sections 5.5, 5.7 and 5.14(ii) and (y) in Sections 5.5, 5.7 and 5.14(ii) shall be deemed to refer to such effective date for purposes of determining satisfaction of the conditions set forth in Section 4.2 as of such date) shall be satisfied as of such date (as though the effectiveness of such extension were a Credit Extension) and (ii) the Agent shall have received a certificate to that effect dated such effective date and executed by an Authorized Officer of the Company.

Extension of Commitment Termination Date. The Company(b) If, on behalf of both Borrowersthe Consent Date, may, on not the Administrative Agent shall have received from Lenders under the applicable Tranche holding Commitments under such Tranche in an aggregate amount more than two occasions during 50% of the term aggregate amount of this Agreement, by written notice to the Agent Commitments under such Tranche notices (which shall promptly deliver a copy have not been revoked) agreeing to each of the Lenders) delivered not fewer than 45 days, and not more than 60 days, before any anniversary of the Closing Date, request that the Lenders extend the then effective Existing Commitment Termination Date (the “Existing Commitment Termination Date”as provided in Section 2.10(a) for an additional period of one yearhereof, then, effective as of a date specified in such notice. Each Lender shallthe Consent Date, by notice to the Company and the Agent given not later than the 20th day after the date of the Agent’s receipt of the Company’s notice, advise the Company whether or not it agrees to the requested extension (each Lender agreeing to a requested extension being called a “Consenting Lender” and each Lender declining to agree to a requested extension being called a “Declining Lender”). Any Lender that has not so advised the Company and the Agent by such day shall be deemed to have declined to agree to such extension and shall be a Declining Lender. If Lenders constituting the Required Lenders shall have agreed to a Existing Commitment Termination Date extension request, then the Commitment Termination Date shall, as to the Consenting Lenders, shall be extended to the first anniversary of date one year following the Existing Commitment Termination Date. The decision ; provided that (i) if the Administrative Agent shall not have received such notices, the Existing Commitment Termination Date shall remain unchanged and (ii) the Commitment of any Lender (a "Non-Extending Lender") that notified the Administrative Agent that such Lender elected not to agree to extend the Existing Commitment Termination Date as provided in Section 2.10(a) hereof or withhold that failed to deliver a notice to the Administrative Agent agreeing to such an extension (or that revoked any such notice of agreement prior to any extension request shall be at the sole discretion of Consent Date and thereafter failed to deliver another such Lender. The Commitment of any Declining Lender notice) shall terminate on the Existing Commitment Termination Date. The principal amount . (d) Any extension of any outstanding Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the accounts of such Declining Lenders hereunder, shall be due and payable on the Existing Commitment Termination Date, and on the Existing Commitment Termination Date each Borrower shall also make such other prepayments of its Loans as shall be required in order that, after giving effect to such prepayments and to the termination of the Commitments of, and all payments to, Declining Lenders pursuant to this sentenceSection 2.10 shall be effective only if: (i) no Default shall have occurred and be continuing on the date of the notice requesting such extension and the Consent Date; and (ii) each of the representations and warranties made by COB in Section 7 hereof (other than the Excluded Representations, but, if such extension relates to the Tranche B-($) Commitment Termination Date or the Tranche B-(MC) Commitment Termination Date, including the representations and warranties made by COFC in Section 7 hereof, other than the Excluded Representations) shall be true and correct in all material respects on and as of the date of the notice requesting such extension and the Consent Date with the same force and effect as if made on and as of each such date (a) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitmentor, (b) the Revolving Credit Exposure if any such representation or warranty is expressly stated to have been made as of any Lender shall not exceed its Commitment and (c) the Borrower Credit Exposure of either Borrower shall not exceed the Borrower Sublimit a specific date, as of such Borrowerspecific date). Notwithstanding the foregoing, no Each notice requesting an extension of the Existing Commitment Termination Date shall become effective under pursuant to this Section unless 2.10 shall constitute a certification to the effect set forth in the preceding sentence (i) on both as of the effective date of such extension, notice and the conditions set forth in Section 4.2 (it being understood and agreed that (A) all references to “Credit Extension Consent Date” therein shall be deemed to refer to such effective date and (B) all references to the “Closing Date” in (x) Section 4.2.2 as it relates to Sections 5.5, 5.7 and 5.14(ii) and (y) in Sections 5.5, 5.7 and 5.14(ii) shall be deemed to refer to such effective date for purposes of determining satisfaction of the conditions set forth in Section 4.2 as of such date) shall be satisfied as of such date (as though the effectiveness of such extension were a Credit Extension) and (ii) the Agent shall have received a certificate to that effect dated such effective date and executed by an Authorized Officer of the Company).

Extension of Commitment Termination Date. The CompanySo long as the Commitments hereunder shall remain in effect Company may, at its option, deliver to Administrative Agent, on or within five Business Days prior to June 1 of each year, commencing with June 1, 1997, an originally executed Notice of Request for Extension, signed by the chief executive officer, the chief financial officer or the treasurer of Company on behalf of both Company and Subsidiary Borrowers, may, on not more than two occasions during requesting an extension (the term of this Agreement, by written notice to the Agent (which shall promptly deliver a copy to each "PROPOSED EXTENSION") of the Lenders) delivered not fewer than 45 days, and not more than 60 days, before any anniversary of the Closing Date, request that the Lenders extend the then effective Commitment Termination Date (the “Existing Commitment Termination Date”) for an additional period of one year, effective as of August 1 of such year (the "PROPOSED EXTENSION EFFECTIVE DATE"), for a date specified in such notice. Each Lender shall, by notice to period (the Company and "EXTENSION PERIOD") of one year from the Agent given not later than the 20th day after the date of the Agent’s receipt of the Company’s notice, advise the Company whether or not it agrees to the requested extension (each Lender agreeing to a requested extension being called a “Consenting Lender” and each Lender declining to agree to a requested extension being called a “Declining Lender”). Any Lender that has not so advised the Company and the Agent by such day shall be deemed to have declined to agree to such extension and shall be a Declining Lender. If Lenders constituting the Required Lenders shall have agreed to a current Commitment Termination Date extension requestDate; PROVIDED that in the event Company fails to exercise such option to request a Proposed Extension in any such year, or in the event any Proposed Extension requested by Company does not become effective in any such year as hereinafter provided, then the Commitment Termination Date shall, as option of Company to the Consenting Lenders, be extended to the first anniversary of the Existing Commitment Termination Date. The decision of request a Proposed Extension in any Lender to agree or withhold agreement to any extension request subsequent year shall be at the sole discretion of such Lender. The Commitment of any Declining Lender shall terminate on the Existing Commitment Termination Date. The principal amount of any outstanding Loans made by Declining Lenders, together with any accrued interest thereon permanently expire and any accrued fees and other amounts payable to or for the accounts of such Declining Lenders hereunder, shall be due and payable on the Existing Commitment Termination Date, and on the Existing Commitment Termination Date each Borrower shall also make such other prepayments of its Loans as shall be required in order that, after giving effect to such prepayments and to the termination of the Commitments of, and all payments to, Declining Lenders pursuant to this sentence, (a) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment, (b) the Revolving Credit Exposure of any Lender shall not exceed its Commitment and (c) the Borrower Credit Exposure of either Borrower shall not exceed the Borrower Sublimit of such Borrower. Notwithstanding the foregoing, no extension further extensions of the Commitment Termination Date shall become effective under hereunder without the prior written consent of all Lenders. Administrative Agent shall promptly deliver to each Lender a copy of any Notice of Request for Extension delivered by Company to Administrative Agent. On or before June 20 of such year (the "FIRST DETERMINATION DATE"), each Lender shall have the right, in its sole discretion, subject to the provisions of this Section unless subsection 2.1E, (i) on to irrevocably consent to the effective date Proposed Extension with respect to all of such extension, Lender's Commitment by executing and delivering to Administrative Agent a counterpart of such Notice of Request for Extension or (ii) to reject the conditions set forth Proposed Extension with respect to all of such Lender's Commitment; PROVIDED that if a Lender has not replied in Section 4.2 (it being understood and agreed that (A) all references writing to “Credit Administrative Agent with respect to the Proposed Extension Date” therein by the First Determination Date such Lender shall be deemed to refer have rejected the Proposed Extension. Promptly after the First Determination Date, Administrative Agent shall notify Company and Lenders as to such effective date and (B) all references whether or not each Lender has consented to the “Closing Date” in Proposed Extension. If one or more Lenders (xeach a "REJECTING LENDER") Section 4.2.2 as it relates to Sections 5.5, 5.7 and 5.14(ii) and (y) in Sections 5.5, 5.7 and 5.14(ii) shall have rejected or shall be deemed to refer have rejected the Proposed Extension, then Company may request that the Commitment, Loans and all other rights and obligations of each Rejecting Lender under the Loan Documents (as to such effective date for purposes of determining satisfaction all Rejecting Lenders, collectively, the "REJECTING LENDER OBLIGATIONS") be purchased at par and/or assumed, as of the conditions set forth in Section 4.2 as of such dateProposed Extension Effective Date, by (i) shall be satisfied as of such date one or more Lenders (as though each a "REMAINING LENDER" and collectively, "REMAINING LENDERS") that have consented to the effectiveness of such extension were a Credit Extension) and Proposed Extension and/or (ii) one or more other Eligible Assignees (each a "NEW LENDER" and collectively, "NEW LENDERS"; Remaining Lenders and New Lenders being collectively referred to herein as "REPLACEMENT LENDERS") satisfactory to Company and Administrative Agent. Each prospective Replacement Lender requested by Company in writing to purchase at par and/or assume all or any portion of the Rejecting Lender Obligations shall have the right to accept or reject such request, in whole or in part, on or before July 1 of such year (the "SECOND DETERMINATION DATE"); PROVIDED that (a) if a prospective Replacement Lender has not replied in writing to Company with respect to such request by the Second Determination Date, such prospective Replacement Lender shall be deemed to have rejected such request and (b) in the event some or all of the prospective Replacement Lenders have accepted Company's request to purchase at par and/or assume all or any portion of the Rejecting Lender Obligations in an aggregate amount greater than the aggregate amount of the Rejecting Lender Obligations, Company and Administrative Agent may allocate the Rejecting Lender Obligations among such prospective Replacement Lenders in the exercise of their sole discretion. Anything contained in this subsection 2.1E to the contrary notwithstanding, any Proposed Extension shall become effective pursuant to this subsection 2.1E if, and only if, (i) all Lenders shall have consented to such Proposed Extension in accordance with the provisions of this subsection 2.1E or (ii) if there are one or more Rejecting Lenders, then on or before the Second Determination Date one or more Replacement Lenders shall have agreed to purchase at par and/or assume, as of the Proposed Extension Effective Date, all of the Rejecting Lender Obligations in accordance with the provisions of this subsection 2.1E. If any Proposed Extension becomes effective in accordance with clause (ii) of the immediately preceding paragraph then (i) within 15 days after the Second Determination Date, Company, each Rejecting Lender and each Replacement Lender shall execute and deliver to Administrative Agent counterparts of an assignment agreement, satisfactory in form and substance to Administrative Agent, pursuant to which Rejecting Lenders agree to sell and/or assign, and Replacement Lenders agree to purchase at par and/or assume, all of the Rejecting Lender Obligations as of the Proposed Extension Effective Date, (ii) after receipt of such assignment agreement and any forms, certificates or other evidence with respect to United States federal income tax withholding matters and/or California income tax withholding matters that any New Lender may be required to deliver to Administrative Agent pursuant to subsection 2.11B or subsection 2.11C, as applicable, Administrative Agent shall have received (a) accept such assignment agreement by executing a certificate counterpart thereof as provided therein and (b) on the Proposed Extension Effective Date, record the information contained therein in the Register, and (iii) anything contained in this Agreement to that effect dated the contrary notwithstanding, in order to facilitate the transactions contemplated by such effective date assignment agreement, (a) during the period commencing on the Second Determination Date and executed ending on the Proposed Extension Effective Date, the Commitments shall not be voluntarily reduced by an Authorized Officer Company, (b) during the period commencing on the third Business Day immediately preceding the Proposed Extension Effective Date and ending on the Proposed Extension Effective Date, no Loans shall be requested or voluntarily prepaid by Company, (c) on the Proposed Extension Effective Date (1) Company shall pay to Administrative Agent, for distribution (as appropriate) to Lenders, all accrued and unpaid interest with respect to all Loans outstanding on the Proposed Extension Effective Date, and (2) Company shall pay to Administrative Agent, for distribution (as appropriate) to Lenders, all accrued and unpaid commitment fees as of the CompanyProposed Extension Effective Date, and (d) in the event any Loans of Rejecting Lenders outstanding on the Proposed Extension Effective Date are Eurodollar Rate Loans (the "REPLACED EURODOLLAR RATE LOANS"), (1) Company shall pay to such Rejecting Lenders such amounts as would have been payable pursuant to subsection 2.6D if the Replaced Eurodollar Rate Loans had been prepaid by Company on the Proposed Extension Effective Date, and (2) the Replacement Lenders replacing such Rejecting Lenders shall be deemed to have made Eurodollar Loans in the same principal amount as the Replaced Eurodollar Rate Loans with Interest Periods commencing on the Proposed Extension Effective Date and ending on the last day of the Interest Periods of the Replaced Eurodollar Rate Loans.

Extension of Commitment Termination Date. The Company(a) So long as no Event of Default shall have occurred and be continuing and the Commitment Termination Date shall not have occurred, on behalf of both Borrowers, may, on then at least 30 days but not more than two occasions during 45 days prior to the term of this AgreementExtension Date, the Borrower may request that the Lenders, by written notice to the Administrative Agent (which shall promptly deliver in substantially the form attached hereto as Exhibit E), consent to a copy to each 364-day extension of the Lenders) delivered not fewer than 45 days, and not more than 60 days, before any anniversary of the Closing Date, request that the Lenders extend the then effective Commitment Termination Date (the “Existing Commitment Termination Date”) for an additional period of one year, effective as of a date specified in such notice. Each Lender shall, in its sole discretion, determine whether to consent to such request and shall notify the Administrative Agent of its determination at least 20 days but not more than 30 days prior to such Extension Date. The failure to respond by any Lender within such time period shall be deemed a denial of such request. The Administrative Agent shall deliver a notice to the Company Borrower and the Agent given Lenders at least 15 days but not later more than 20 days prior to the 20th day after the date Extension Date of the Agent’s receipt identity of the Company’s notice, advise the Company whether or not it agrees to the requested extension (each Lender agreeing to a requested extension being called a “Consenting Lender” and each Lender declining to agree to a requested extension being called a “Declining Lender”). Any Lender Lenders that has not so advised the Company and the Agent by such day shall be deemed to have declined to agree consented to such extension and shall be a the Lenders that have declined such consent (the "Declining LenderLenders"). If Lenders constituting holding in the Required Lenders shall have agreed to a Commitment Termination Date extension request, then the Commitment Termination Date shall, as to the Consenting Lenders, be extended to the first anniversary of the Existing Commitment Termination Date. The decision of any Lender to agree aggregate 50% or withhold agreement to any extension request shall be at the sole discretion of such Lender. The Commitment of any Declining Lender shall terminate on the Existing Commitment Termination Date. The principal amount of any outstanding Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the accounts of such Declining Lenders hereunder, shall be due and payable on the Existing Commitment Termination Date, and on the Existing Commitment Termination Date each Borrower shall also make such other prepayments of its Loans as shall be required in order that, after giving effect to such prepayments and to the termination less of the Commitments ofhave consented to the requested extension, and all payments to, Declining Lenders pursuant to this sentence, (a) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment, (b) the Revolving Credit Exposure of any Lender shall not exceed its Commitment and (c) the Borrower Credit Exposure of either Borrower shall not exceed the Borrower Sublimit of such Borrower. Notwithstanding the foregoing, no extension of the Commitment Termination Date shall become effective under this Section unless (i) not be extended, and the Commitments of all Lenders shall terminate on the effective date then current Commitment Termination Date. (b) If Lenders holding in the aggregate more than 50% but less than 85% of such the Commitments have consented to the requested extension, subject to the conditions set forth in Section 4.2 (2.15(c), the Borrower will within 5 Business Days after notice from the Administrative Agent of the Lenders' determinations irrevocably notify the Administrative Agent in writing whether it being understood and agreed that (A) all references to “Credit Extension still requests an extension of the Commitment Termination Date” therein shall be deemed to refer to . If the Borrower still requests such effective date and (B) all references extension or if Lenders holding in the aggregate 85% or more of the Commitments have consented to the “Closing Date” in (x) Section 4.2.2 as it relates requested extension, subject to Sections 5.5, 5.7 and 5.14(ii) and (y) in Sections 5.5, 5.7 and 5.14(ii) shall be deemed to refer to such effective date for purposes of determining satisfaction of the conditions set forth in Section 4.2 2.15(c), the Commitment Termination Date shall be extended as to such consenting Lenders only (and not as to any Declining Lender) for a period of 364 days from the then current Commitment Termination Date, the Commitments of any Declining Lenders shall terminate on the Commitment Termination Date (as theretofore in effect), and all Advances of such Declining Lenders shall be repaid to them on such date. If the Borrower so requests, each Lender consenting to such request shall be given the opportunity at least seven days but not more than 15 days prior to such Extension Date, in each Lender's sole discretion, to commit to increase its Commitment by submission of a written notice setting forth the desired increase in such Lender's Commitment to the Administrative Agent in amounts such that the aggregate Commitments hereunder after giving effect to any such extension and increase in the Commitments shall not exceed the aggregate Commitments immediately prior to the Extension Date. If the Administrative Agent receives commitments to increase the Commitments from the Lenders, that, when aggregated with the existing Commitments, (i) are less than or equal to the Commitments immediately prior to the Extension Date, the Administrative Agent shall accept all such Commitments, (ii) are greater than the Commitments on the date hereof, the Administrative Agent may determine, in its reasonable discretion, which Commitments to accept and the amounts by which each submitting Lender's Commitments shall be increased so that the aggregate Commitments after the Extension Date shall equal the aggregate Commitments immediately prior to the Extension Date (any Lender whose commitment to increase its Commitment hereunder is accepted by the Administrative Agent, an "Extending Commitment Lender"). If Lenders do not consent to increase the aggregate Commitments to an amount equal to the Commitments immediately prior to the Extension Date, the Borrower may, at least two days but not more than seven days prior to the Extension Date, request that the Administrative Agent, in its sole discretion, accept the Commitment or Commitments of an Eligible Assignee or Eligible Assignees such that the aggregate Commitments hereunder after the Extension Date shall not be greater than the aggregate Commitments hereunder immediately prior to the Extension Date. If the Administrative Agent shall accept the Commitment of any Extending Commitment Lender or Eligible Assignee, the Commitments of the Declining Lenders shall terminate on the Extension Date, and any Advances made by such Declining Lenders shall be repaid on such date in accordance with this Agreement. (c) Each such accepted Eligible Assignee and each Extending Commitment Lender shall deliver a signature page hereto indicating that it is bound by the terms hereof and setting forth its aggregate Commitment hereunder. Such new signature page shall constitute a part hereof upon acceptance by the Administrative Agent and, in the case of any signature page submitted by any Extending Commitment Lender, shall replace such Extending Commitment Lender's signature page. Any such extension shall become effective upon the Extension Date, if the Borrower shall have delivered to the Administrative Agent and each Lender, on or prior to the Extension Date, (i) opinions of counsel to the Borrower substantially in the forms of Exhibits C-3 and C-4 attached hereto upon which each Lender and the Administrative Agent may rely, together with any governmental order referred to therein attached thereto and (ii) a certificate of a duly authorized officer of the Borrower (the statements contained in which shall be true) to the effect that (x) the representations and warranties contained in Section 4.01 are correct on and as of such date) shall be satisfied the Extension Date before and after giving effect to the extension of the Commitment Termination Date, as though made on and as of the Extension Date, and (y) no event has occurred and is continuing, or would result from such date (as though extension of the Commitment Termination Date, that constitutes an Event of Default or that would constitute an Event of Default but for the requirement that notice be given or time elapse, or both. Upon satisfaction of such conditions and the effectiveness of such extension were a Credit Extensionextension, each new Lender and Extending Commitment Lender shall make Advances to the Borrower (A) in the case of each new Lender, equal to such Lender's ratable portion of the Advances outstanding immediately prior to the Extension Date and (iiB) in the Agent shall have received a certificate case of each Extending Commitment Lender, equal to that effect dated such effective date and executed by an Authorized Officer portion of such Lender's ratable portion of the CompanyAdvances (assuming that such Lender's Commitment consists only of the increased portion thereof) outstanding immediately prior to the Extension Date, in each case, without giving effect to any repayment of Advances to Declining Lenders made on the Extension Date.

Extension of Commitment Termination Date. (a) The Company, on behalf of both Borrowers, may, on Borrower may at any time from time to time not more than two occasions during 90 days and not less than 35 days prior to any anniversary of the term of this AgreementCommitment Termination Date, by written notice to the Agent (which who shall promptly deliver a copy to each of notify the Lenders) delivered not fewer than 45 days, and not more than 60 days, before any anniversary of the Closing Date, request that the Lenders each Lender extend the then effective (each such date on which such extension occurs, an “Extension Date”) such Lender’s Commitment Termination Date to the date that is one year after the Commitment Termination Date then in effect for such Lender (the “Existing Commitment Termination Date”); provided, for the avoidance of doubt, that the Borrower may make such a request during the relevant period prior to the first anniversary of the Closing Date, but the Extension Date in connection with such a request shall be on or following the first anniversary of the Closing Date. For the purposes of clarity, at any date of determination, the Commitment Termination Date shall be no later than five (5) for an additional period years following the applicable date of one yeardetermination, effective as of a date specified whether such determination is made before or after giving effect to any extension election made by the Borrower. (b) Each Lender, acting in such notice. Each Lender its sole and individual discretion, shall, by notice to the Company and the Agent given not later than the 20th day after the date of the Agent’s receipt of the Company’s notice, advise the Company whether or not it agrees 25 days prior to the requested extension (each Lender agreeing to a requested extension being called a “Consenting Lender” and each Lender declining to agree to a requested extension being called a “Declining Lender”). Any Lender that has not so advised the Company and the Agent by such day shall be deemed to have declined to agree to such extension and shall be a Declining Lender. If Lenders constituting the Required Lenders shall have agreed to a Commitment Termination Date extension request, then the Commitment Termination Date shall, as to the Consenting Lenders, be extended to the first anniversary of the Existing Commitment Termination Date (the “Notice Date”), advise the Agent whether or not such Lender agrees to such extension (each Lender that determines to so extend its Commitment Termination Date, an “Extending Lender”). Each Lender that determines not to so extend its Existing Commitment Termination Date (a “Non-Extending Lender”) shall notify the Agent of such fact promptly after such determination (but in any event no later than the Notice Date), and any Lender that does not so advise the Agent shall be deemed to be a Non-Extending Lender. The decision election of any Lender to agree or withhold agreement to such extension shall not obligate any other Lender to so agree, and it is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for extension request shall be at the sole discretion of such Lender. The Commitment of any Declining Lender shall terminate on the Existing Commitment Termination Date. . (c) The principal Agent shall notify the Borrower of each Lender’s determination under this Section on the earlier of (x) the date that is one (1) Business Day after the Agent receives notice of such Lender’s determination or (y) the date that is one (1) Business Day after the Notice Date. (d) The Borrower shall have the right, but shall not be obligated, on or before the applicable Commitment Termination Date for any Non-Extending Lender to replace such Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more financial institutions that are Eligible Assignees (each, an “Additional Commitment Lender”) as provided in Section 8.04, each of which Additional Commitment Lenders shall have entered into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 8.04, with the Borrower obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Commitment Lenders shall, effective on or before the applicable Commitment Termination Date for such Non-Extending Lender, assume a Commitment (and, if any such Additional Commitment Lender is already a Lender, its Commitment shall be in addition to such Lender’s Commitment hereunder on such date). (e) If (and only if) the total of the Commitments of the Lenders that have agreed to extend their Commitment Termination Date and the additional Commitments of the Additional Commitment Lenders is more than 50% of the aggregate amount of any outstanding Loans made by Declining Lendersthe Commitments in effect immediately prior to the applicable Extension Date, together with any accrued interest thereon then, effective as of the applicable Extension Date, the Commitment Termination Date of each Extending Lender and any accrued fees and other amounts payable to or for the accounts of such Declining Lenders hereunder, each Additional Commitment Lender shall be due and payable on extended to the Existing Commitment Termination Date, and on date that is one year after the Existing Commitment Termination Date each Borrower shall also make (except that, if such other prepayments of its Loans date is not a Business Day, such Commitment Termination Date as so extended shall be required in order that, after giving effect to such prepayments the next preceding Business Day) and to the termination of the Commitments of, and all payments to, Declining Lenders pursuant to this sentence, (a) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment, (b) the Revolving Credit Exposure of any each Additional Commitment Lender shall not exceed its Commitment thereupon become a “Lender” for all purposes of this Agreement and shall be bound by the provisions of this Agreement as a Lender hereunder and shall have the obligations of a Lender hereunder. (cf) the Borrower Credit Exposure of either Borrower shall not exceed the Borrower Sublimit of such Borrower. Notwithstanding the foregoing, (x) no extension more than two (2) extensions of the Commitment Termination Date shall become effective under this Section unless (i) on the effective date of such extension, the conditions set forth in Section 4.2 (it being understood and agreed that (A) all references to “Credit Extension Date” therein shall be deemed to refer to such effective date and (B) all references to the “Closing Date” in (x) Section 4.2.2 as it relates to Sections 5.5, 5.7 and 5.14(ii) permitted hereunder and (y) in Sections 5.5, 5.7 and 5.14(ii) any extension of any Commitment Termination Date pursuant to this Section 2.20 shall not be deemed effective with respect to refer to such effective date for purposes of determining satisfaction any Extending Lender unless as of the conditions applicable Extension Date and immediately after giving effect thereto: (i) there shall exist no Default or Event of Default; (ii) all the representations and warranties of the Borrower set forth in Section 4.2 as of such date) the Credit Documents shall be satisfied as true and correct in all material respects (without duplication of materiality qualifications otherwise set forth in such date (as though the effectiveness of representations and warranties, before and after giving effect to such extension were a Credit Extension) extension); and (iiiii) the Agent shall have received a certificate to that effect dated such effective date and executed from the Borrower signed by an Authorized Officer of the CompanyBorrower (A) certifying the accuracy of the foregoing clauses (i) and (ii) and (B) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such extension. (g) Subject to subsection (e) above, the Commitment of any Non-Extending Lender that has not been replaced pursuant to subsection (d) above shall automatically terminate on its Existing Commitment Termination Date (without regard to any extension by any other Lender), it being understood and agreed that such Non-Extending Lender’s participations in Swingline Loans and Letters of Credit outstanding on such Existing Commitment Termination Date shall terminate thereon. (h) Each of the Swingline Lender and each Fronting Bank may, in its sole discretion, elect to extend its Swingline Termination Date or Fronting Bank Termination Date, as applicable, in connection with any extension of the Commitment Termination Date; provided that, (i) the Borrower and the Agent may appoint a replacement for any such resigning Swingline Lender or Fronting Bank that does not so elect to extend its Swingline Termination Date or Fronting Bank Termination Date, as applicable, and (ii) the extension of any Commitment Termination Date may become effective without regard to whether such replacement is appointed. (i) In connection with any extension of the Commitment Termination Date, the Borrower, the Agent and each Extending Lender may make such amendments to this Agreement as the Agent determines to be reasonably necessary to evidence the extension. This Section shall supersede Sections 2.13 and 8.08.

Extension of Commitment Termination Date. (a) The Company, on behalf of both Borrowers, Company may, on not more than two occasions during the term of this Agreement, by written notice to the Administrative Agent (which shall promptly deliver a copy to each of notify the Lenders) delivered not fewer than 45 days, and not more than 60 days, before any anniversary of 45 days and not less than 35 days prior to the Closing Date, request that the Lenders extend the then effective Commitment Termination Date then in effect hereunder (the “Existing Commitment Termination Date”), request (each, an “Extension Request”) that the Lenders extend the Existing Commitment Termination Date for an additional period of one year364 days from the Existing Commitment Termination Date (or if such date is not a Business Day, effective as of a date specified in such noticethe next preceding Business Day). Each Lender Lender, acting in its sole discretion, shall, by notice to the Company and the Administrative Agent given not earlier than 30 days and not later than the date that is 20 days (or such later day as shall be acceptable to the Company) prior to the Existing Commitment Termination Date (provided that, if such date is not a Business Day, then such notice shall be given not later than the 20th day after the date of the Agent’s receipt of the Company’s noticenext succeeding Business Day), advise the Company and the Administrative Agent whether or not it such Lender agrees to the requested extension (each Lender agreeing to a requested extension being called a “Consenting Lender” and each Lender declining to agree to a requested extension being called a “Declining Lender”). Any such extension; provided that any Lender that has does not so advised advise the Company and the Agent by such day shall be deemed to have declined rejected such Extension Request (any such Lender which shall have rejected or is deemed to have rejected such extension being a “Non-Extending Lender”). The election of any Lender to agree to such extension and shall be a Declining Lender. If Lenders constituting the Required Lenders not obligate any other Lender to so agree. (b) The Company shall have the right, at any time prior to the Existing Commitment Termination Date, unless an Event of Default shall have occurred and be continuing, to replace any Non-Extending Lender with, and otherwise add to this Agreement, one or more Additional Commitment Lenders. Each Additional Commitment Lender shall enter into an agreement with the Company and the Administrative Agent, in form and substance satisfactory to the Company and the Administrative Agent, pursuant to which such Additional Commitment Lender shall, effective as of such Existing Commitment Termination Date, provide a new or additional Commitment hereunder in the amount specified therein and (if not then an existing Lender) become a Lender hereunder. (c) If (and only if) the total of the Commitments of the Lenders that have agreed in connection with any Extension Request to a extend the Existing Commitment Termination Date extension request, then and (if applicable) the additional Commitments of the Additional Commitment Lender(s) shall be at least 50% of the aggregate amount of the Commitments in effect immediately prior to the Existing Commitment Termination Date shallDate, then, effective as to the Consenting Lenders, be extended to the first anniversary of the Existing Commitment Termination Date. The decision , the Commitment Termination Date, but only with respect to the Commitment of each Lender that has agreed to so extend its Commitment and (if applicable) each Additional Commitment Lender that has replaced a Non-Extending Lender, shall be extended to the date that is 364 days after the Existing Commitment Termination Date (or, if such date is not a Business Day, the immediately preceding Business Day) and (if not then an existing Lender) each Additional Commitment Lender shall thereupon become a “Lender” for all purposes of this Agreement; provided that the extension of the Existing Commitment Termination Date shall not be effective with respect to any Lender unless as of the Existing Commitment Termination Date: (i) no Default shall have occurred and be continuing; (ii) the representations and warranties set forth in Article III shall be true and correct on and as of the Existing Commitment Termination Date as if made on and as of such date (or, if any such representation or warranty is expressly stated to agree or withhold agreement have been made as of a specific date, as of such specific date); (iii) the Administrative Agent shall have received a certificate of a Financial Officer stating that the conditions with respect to such extension have been satisfied; (iv) the Administrative Agent shall have received such evidence of the authority of the Borrowers to effect such extension as it may reasonably request; and (v) all amounts payable hereunder to any extension request Non-Extending Lender shall be at have been paid in full. Upon the sole discretion effectiveness of such Lender. The extension, the Administrative Agent shall record the relevant information in the Register and give prompt notice of such extension to the Company and the Lenders. (d) Notwithstanding anything herein to the contrary, the Commitment of any Declining Non-Extending Lender shall terminate and the Loans made by such Non-Extending Lender to any Borrower hereunder shall mature and be payable by such Borrower, and all other amounts owing to such Non-Extending Lender hereunder shall be payable, on the Existing Commitment Termination Date. The principal amount of any outstanding Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the accounts of such Declining Lenders hereunder, shall be due and payable on the Existing Commitment Termination Date, and on the Existing Commitment Termination Date each Borrower shall also make such other prepayments of its Loans as shall be required in order that, after giving effect to such prepayments and to the termination of the Commitments of, and all payments to, Declining Lenders pursuant to this sentence, (a) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment, (b) the Revolving Credit Exposure of any Lender shall not exceed its Commitment and (c) the Borrower Credit Exposure of either Borrower shall not exceed the Borrower Sublimit of such Borrower. Notwithstanding the foregoing, no extension of the Commitment Termination Date shall become effective under this Section unless (i) on the effective date of such extension, the conditions set forth in Section 4.2 (it being understood and agreed that (A) all references to “Credit Extension Date” therein shall be deemed to refer to such effective date and (B) all references to the “Closing Date” in (x) Section 4.2.2 as it relates to Sections 5.5, 5.7 and 5.14(ii) and (y) in Sections 5.5, 5.7 and 5.14(ii) shall be deemed to refer to such effective date for purposes of determining satisfaction of the conditions set forth in Section 4.2 as of such date) shall be satisfied as of such date (as though the effectiveness of such extension were a Credit Extension) and (ii) the Agent shall have received a certificate to that effect dated such effective date and executed by an Authorized Officer of the Company.

Extension of Commitment Termination Date. (a) The Company, on behalf of both Borrowers, Borrowers may, on not more than two occasions during the term of this Agreement, by written notice to the Administrative Agent (which shall promptly deliver a copy to each of notify the Lenders) delivered not fewer later than 45 days, days and not more earlier than 60 days, before any anniversary of days prior to the Closing Commitment Termination Date then in effect hereunder (the "Existing Commitment Termination Date"), request that the Lenders extend the then effective Commitment Termination Date (for an additional 364 days from the “Existing Commitment Termination Date”) for an additional period of one year, effective as of a date specified in such notice. Each Lender Lender, acting in its sole discretion, shall, by notice to the Company Borrowers and the Administrative Agent given not earlier than 45 days prior to the Existing Commitment Termination Date, but not later than the 20th day after date (herein, the "Consent Date") that is 30 days prior to the Existing Commitment Termination Date (except that, if such date of is not a Business Day, such notice shall be given on the Agent’s receipt of the Company’s noticenext succeeding Business Day), advise the Company Borrowers and the Administrative Agent whether or not it such Lender agrees to such extension; provided that, if such Lender gives notice of its consent to such extension prior to the requested extension (Consent Date, such Lender may revoke such consent at any time prior to the Consent Date by giving notice of such revocation to the Borrowers and the Administrative Agent; and provided further that each Lender agreeing that determines not to extend the Commitment Termination Date (a requested extension being called a “Consenting "Non-Extending Lender” ") shall notify the Administrative Agent (which shall notify the Lenders) of such fact promptly after such determination (but in any event no later than the Consent Date) and each Lender declining to agree to a requested extension being called a “Declining Lender”). Any any Lender that has does not so advised advise the Company and Borrowers on or before the Agent by such day Consent Date shall be deemed to have declined be a Non-Extending Lender. The election of any Lender to agree to such extension shall not obligate any other Lender to so agree. (b) If (and shall be a Declining Lender. If only if) the total of the Commitments of the Lenders constituting the Required Lenders shall that have agreed so to a Commitment Termination Date extension request, then extend the Commitment Termination Date shall be at least 66-2/3% of the aggregate amount of the Commitments in effect immediately prior to the Consent Date, the Borrowers shall have the right on or before the Existing Commitment Termination Date to replace each Non-Extending Lender with, and otherwise add to this Agreement, one or more other lenders (which may include any Lender, each prior to the Existing Commitment Termination Date an "Additional Commitment Lender") with the approval of the Administrative Agent (which approval shall not be unreasonably withheld), each of which Additional Commitment Lenders shall have entered into an agreement in form and substance satisfactory to the Borrowers and the Administrative Agent pursuant to which such Additional Commitment Lender shall, effective as to the Consenting Lenders, be extended to the first anniversary of the Existing Commitment Termination Date. The decision , undertake a Commitment (and, if any such 49 - 43 - Additional Commitment Lender is already a Lender, its Commitment shall be in addition to such Lender's Commitment hereunder on such date). (c) If (and only if) the total of any Lender the Commitments of the Lenders that have agreed so to agree or withhold agreement to any extension request extend the Commitment Termination Date shall be at least 66-2/3% of the sole discretion aggregate amount of the Commitments in effect immediately prior to the Consent Date, then, effective as of the Existing Commitment Termination Date, the Existing Commitment Termination Date shall be extended to the date falling 364 days after the Existing Commitment Termination Date (except that, if such date is not a Business Day, such 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. Notwithstanding the foregoing, the extension of the Existing Commitment Termination Date shall not be effective with respect to any Lender unless: (i) no Default shall have occurred and be continuing on each of the date of the notice requesting such extension, on the Consent Date and on the Existing Commitment Termination Date; (ii) each of the representations and warranties made by the Borrowers in Article 3 hereof shall be true and complete on and as of each of the date of the notice requesting such extension, the Consent Date and the Existing Commitment Termination Date with the same force and effect as if made on and as of such Lenderdate (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); and (iii) subject to Section 2.08(b)(ii), each Non-Extending Lender shall have been paid in full by the Borrowers all amounts owing to such Lender hereunder on or before the Existing Commitment Termination Date. The Even if the Existing Commitment Termination Date is extended as aforesaid, the Commitment of any Declining each Non-Extending Lender shall terminate on the Existing Commitment Termination Date. The principal amount of any outstanding Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the accounts of such Declining Lenders hereunder, shall be due and payable on the Existing Commitment Termination Date, and on the Existing Commitment Termination Date each Borrower shall also make such other prepayments of its Loans as shall be required in order that, after giving effect to such prepayments and to the termination of the Commitments of, and all payments to, Declining Lenders pursuant to this sentence, (a) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment, (b) the Revolving Credit Exposure of any Lender shall not exceed its Commitment and (c) the Borrower Credit Exposure of either Borrower shall not exceed the Borrower Sublimit of such Borrower. Notwithstanding the foregoing, no extension of the Commitment Termination Date shall become effective under this Section unless (i) on the effective date of such extension, the conditions set forth in Section 4.2 (it being understood and agreed that (A) all references to “Credit Extension Date” therein shall be deemed to refer to such effective date and (B) all references to the “Closing Date” in (x) Section 4.2.2 as it relates to Sections 5.5, 5.7 and 5.14(ii) and (y) in Sections 5.5, 5.7 and 5.14(ii) shall be deemed to refer to such effective date for purposes of determining satisfaction of the conditions set forth in Section 4.2 as of such date) shall be satisfied as of such date (as though the effectiveness of such extension were a Credit Extension) and (ii) the Agent shall have received a certificate to that effect dated such effective date and executed by an Authorized Officer of the Company.

Extension of Commitment Termination Date. (a) The Company, on behalf of both Borrowers, may, on Borrower may at any time from time to time not more than two occasions during ninety (90) days and not less than thirty-five (35) days prior to any anniversary of the term of this AgreementCommitment Termination Date, by written notice to the Agent (which who shall promptly deliver a copy to each of notify the Lenders) delivered not fewer than 45 days, and not more than 60 days, before any anniversary of the Closing Date, request that the Lenders each Lender extend the then effective (each such date on which such extension occurs, an “Extension Date”) such Lender’s Commitment Termination Date to the date that is one year after the Commitment Termination Date then in effect for such Lender (the “Existing Commitment Termination Date”). (b) for an additional period of one yearEach Lender, effective as of a date specified acting in such notice. Each Lender its sole and individual discretion, shall, by notice to the Company and the Agent given not later than the 20th day after the date of the Agent’s receipt of the Company’s notice, advise the Company whether or not it agrees 25 days prior to the requested extension (each Lender agreeing to a requested extension being called a “Consenting Lender” and each Lender declining to agree to a requested extension being called a “Declining Lender”). Any Lender that has not so advised the Company and the Agent by such day shall be deemed to have declined to agree to such extension and shall be a Declining Lender. If Lenders constituting the Required Lenders shall have agreed to a Commitment Termination Date extension request, then the Commitment Termination Date shall, as to the Consenting Lenders, be extended to the first anniversary of the Existing Commitment Termination Date (the “Notice Date”), advise the Agent whether or not such Lender agrees to such extension (each Lender that determines to so extend its Commitment Termination Date, an “Extending Lender”). Each Lender that determines not to so extend its Existing Commitment Termination Date (a “Non-Extending Lender”) shall notify the Agent of such fact promptly after such determination (but in any event no later than the Notice Date), and any Lender that does not so advise the Agent shall be deemed to be a Non-Extending Lender. The decision election of any Lender to agree or withhold agreement to such extension shall not obligate any other Lender to so agree, and it is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for extension request shall be at the sole discretion of such Lender. The Commitment of any Declining Lender shall terminate on the Existing Commitment Termination Date. . (c) The principal Agent shall notify the Borrower of each Lender’s determination under this Section on the earlier of (x) the date that is one (1) Business Day after the Agent receives notice of such Lender’s determination or (y) the date that is one (1) Business Day after the Notice Date. (d) The Borrower shall have the right, but shall not be obligated, on or before the applicable Commitment Termination Date for any Non-Extending Lender to replace such Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more financial institutions that are Eligible Assignees (each, an “Additional Commitment Lender”) as provided in Section 8.04, each of which Additional Commitment Lenders shall have entered into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 8.04, with the Borrower obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Commitment Lenders shall, effective on or before the applicable Commitment Termination Date for such Non-Extending Lender, assume a Commitment (and, if any such Additional Commitment Lender is already a Lender, its Commitment shall be in addition to such Lender’s Commitment hereunder on such date). (e) If (and only if) the total of the Commitments of the Lenders that have agreed to extend their Commitment Termination Date and the additional Commitments of the Additional Commitment Lenders is more than 50% of the aggregate amount of any outstanding Loans made by Declining Lendersthe Commitments in effect immediately prior to the applicable Extension Date, together with any accrued interest thereon then, effective as of the applicable Extension Date, the Commitment Termination Date of each Extending Lender and any accrued fees and other amounts payable to or for the accounts of such Declining Lenders hereunder, each Additional Commitment Lender shall be due and payable on extended to the Existing Commitment Termination Date, and on date that is one year after the Existing Commitment Termination Date each Borrower shall also make (except that, if such other prepayments of its Loans date is not a Business Day, such Commitment Termination Date as so extended shall be required in order that, after giving effect to such prepayments the next preceding Business Day) and to the termination of the Commitments of, and all payments to, Declining Lenders pursuant to this sentence, (a) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment, (b) the Revolving Credit Exposure of any each Additional Commitment Lender shall not exceed its Commitment thereupon become a “Lender” for all purposes of this Agreement and shall be bound by the provisions of this Agreement as a Lender hereunder and shall have the obligations of a Lender hereunder. (cf) the Borrower Credit Exposure of either Borrower shall not exceed the Borrower Sublimit of such Borrower. Notwithstanding the foregoing, (x) no extension more than two (2) extensions of the Commitment Termination Date shall become effective under this Section unless (i) on the effective date of such extension, the conditions set forth in Section 4.2 (it being understood and agreed that (A) all references to “Credit Extension Date” therein shall be deemed to refer to such effective date and (B) all references to the “Closing Date” in (x) Section 4.2.2 as it relates to Sections 5.5, 5.7 and 5.14(ii) permitted hereunder and (y) in Sections 5.5, 5.7 and 5.14(ii) any extension of any Commitment Termination Date pursuant to this Section 2.20 shall not be deemed effective with respect to refer to such effective date for purposes of determining satisfaction any Extending Lender unless as of the conditions applicable Extension Date and immediately after giving effect thereto: (i) there shall exist no Default or Event of Default; (ii) all the representations and warranties of the Borrower set forth in Section 4.2 as of such date) the Credit Documents shall be satisfied as true and correct in all material respects (without duplication of materiality qualifications otherwise set forth in such date (as though the effectiveness of representations and warranties, before and after giving effect to such extension were a Credit Extension) extension); and (iiiii) the Agent shall have received a certificate to that effect dated such effective date and executed from the Borrower signed by an Authorized Officer of the CompanyBorrower (A) certifying the accuracy of the foregoing clauses (i) and (ii) and (B) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such extension. (g) Subject to subsection (e) above, the Commitment of any Non-Extending Lender that has not been replaced pursuant to subsection (d) above shall automatically terminate on its Existing Commitment Termination Date (without regard to any extension by any other Lender), it being understood and agreed that such Non-Extending Lender’s participations in Swingline Loans and Letters of Credit outstanding on such Existing Commitment Termination Date shall terminate thereon. (h) Each of the Swingline Lender and each Fronting Bank may, in its sole discretion, elect to extend its Swingline Termination Date or Fronting Bank Termination Date, as applicable, in connection with any extension of the Commitment Termination Date; provided that, (i) the Borrower and the Agent may appoint a replacement for any such resigning Swingline Lender or Fronting Bank that does not so elect to extend its Swingline Termination Date or Fronting Bank Termination Date, as applicable, and (ii) the extension of any Commitment Termination Date may become effective without regard to whether such replacement is appointed. (i) In connection with any extension of the Commitment Termination Date, the Borrower, the Agent and each Extending Lender may make such amendments to this Agreement as the Agent determines to be reasonably necessary to evidence the extension. This Section shall supersede Sections 2.13 and 8.08.

Extension of Commitment Termination Date. (a) The Company, on behalf of both Borrowers, Borrower may, on not more than two occasions during the term of this Agreement, by written notice to the Agent (which shall promptly deliver a copy to each of notify the Lenders) delivered given not fewer less than 45 days, 60 days and not more than 60 days, before any anniversary of 90 days prior to the Closing initial Commitment Termination Date (the "Initial Commitment Termination Date"), request that the Lenders extend the then effective Commitment Termination Date for an additional 364 days from the Initial Commitment Termination Date; provided that in no event may the Borrower request more than one such extension. Each Lender, acting in its sole discretion, shall, by notice (which shall be irrevocable) to the Borrower and the Agent given no earlier than the date that is 30 days prior to the Initial Commitment Termination Date (herein, the “Existing Commitment Termination "Consent Date”") for an additional period of one year, effective as of a date specified in such notice. Each Lender shall, by notice to the Company and the Agent given not no later than the 20th day date that is three Business Days after the date of the Agent’s receipt of the Company’s noticeConsent Date, advise the Company Borrower whether or not it such Lender agrees to the requested extension (such extension; provided that each Lender agreeing that determines not to a requested extension being called a “Consenting extend the Commitment Termination Date ("Non-Extending Lender” ") shall notify the Agent (which shall notify the Lenders) of such fact promptly after such determination (but in any event no later than the date that is three Business Days after the Consent Date) and each Lender declining to agree to a requested extension being called a “Declining Lender”). Any any Lender that has does not so advised advise the Company and Borrower on or prior to the Agent by date that is three Business Days after the Consent Date that such day Lender agrees to such extension shall be deemed to have declined be a Non-Extending Lender. The election of any Lender to agree to such extension shall not obligate any other Lender to so agree. (b) The Borrower may, at any time prior to the Initial Commitment Termination Date, replace any Non-Extending Lender, by giving not less than ten Business Days' prior notice to the Agent (which shall promptly notify such Non-Extending Lender), that it intends to replace such Non-Extending Lender with respect to its rights and shall be obligations (including, without limitation, its Commitments) as a Declining "Lender" under this Agreement (collectively, the "Transferred Interest") with one or more banks or other financial institutions (including, but not limited to, any other Lender or an affiliate of any Lender) selected by the Borrower and acceptable to the Agent (each, a "Replacement Lender"). If Lenders constituting Upon the Required Lenders shall have agreed to a Initial Commitment Termination Date extension request, then the Commitment Termination Date shall, (and as a condition to the Consenting Lendersextension thereof), (i) the Borrower shall pay or cause to be extended paid to the first anniversary of the Existing Commitment Termination Date. The decision of any such Non-Extending Lender being replaced an amount equal to agree or withhold agreement to any extension request shall be at the sole discretion of such Lender. The Commitment of any Declining Lender shall terminate on the Existing Commitment Termination Date. The principal amount of any outstanding Loans made by Declining Lenders, together with any accrued interest thereon and any accrued all fees and other amounts payable to or for the accounts of such Declining Lenders hereunder, shall be due and payable on the Existing Commitment Termination Date, and on the Existing Commitment Termination Date each Borrower shall also make such other prepayments of its Loans as shall be required in order that, after giving effect then owing to such prepayments Non-Extending Lender hereunder and to the termination under any other Basic Document in respect of the Commitments of, and Transferred Interest (all payments to, Declining Lenders pursuant to this sentence, (a) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment, (b) the Revolving Credit Exposure or a portion of any which amount may constitute consideration for an assignment by such Non-Extending Lender shall not exceed its Commitment and (c) the Borrower Credit Exposure of either Borrower shall not exceed the Borrower Sublimit of such Borrower. Notwithstanding the foregoing, no extension all or a portion of the Commitment Termination Date shall become effective under this Section unless (i) on the effective date of such extension, the conditions set forth in Section 4.2 (it being understood and agreed that (A) all references to “Credit Extension Date” therein shall be deemed to refer to such effective date and (B) all references to the “Closing Date” in (x) Section 4.2.2 as it relates to Sections 5.5, 5.7 and 5.14(ii) and (y) in Sections 5.5, 5.7 and 5.14(ii) shall be deemed to refer to such effective date for purposes of determining satisfaction of the conditions set forth in Section 4.2 as of such date) shall be satisfied as of such date (as though the effectiveness of such extension were a Credit ExtensionTransferred Interest) and (ii) such Non-Extending Lender shall assign to each Replacement Lender, pursuant to an Assignment Agreement substantially in the Agent shall have received form of Exhibit C hereto, a certificate to that effect dated such effective date and executed by an Authorized Officer portion of the CompanyTransferred Interest specified by the Borrower, whereupon (x) each Replacement Lender shall become a "Lender" for all purposes of this Agreement having the Commitments in the amount of such Non-Extending Lender's Commitments assumed by it and all of the rights and obligations under this Agreement of "Lender(s)" holding the Transferred Interest and (y) such Non-Extending Lender shall cease to be responsible or liable for, and shall cease to be entitled to the rights and benefits of, all or any portion of the Transferred Interest.