Common use of Extension of Commitment Termination Date Clause in Contracts

Extension of Commitment Termination Date. The Borrower may, no more frequently than once each year by delivering written notice to the Managing Agents (with a copy to the Program Agent and the Conduit Lenders), request the Lenders to extend the Commitment Termination Date for an additional 364 days past the then applicable Commitment Termination Date, with such extension to become effective with respect to any Lender Group, as of the date one or more Committed Lenders having Commitments equal to 100% of such Lender Group’s Lender Group Limit shall in their sole discretion consent to such extension (the Lenders in such a Lender Group, “Extending Lenders”). Any such request shall be subject to the following conditions: (i) at no time will any Commitment have a term of more than 364 days and, if any such request would result in a term of more than 364 days, such request shall be deemed to have been made for such number of days so that, after giving effect to such extension on the date requested, such term will not exceed 364 days, (ii) none of the Lenders will have any obligation to extend any Commitment, (iii) any such extension of the Commitment Termination Date will be effective only upon the written agreement of at least one Committed Lender and the Borrower and (iv) any request for such extension shall be made at least sixty (60) days prior to the then current Commitment Termination Date. The Managing Agent for each applicable Committed Lender will respond to any such request within thirty (30) days (with a copy to the Paying Agent) but in any event no earlier than thirty (30) days prior to the then current Commitment Termination Date, provided, that any Managing Agent’s failure to respond within such period shall be deemed to be a rejection of the requested extension.

Extension of Commitment Termination Date. The Borrower may, no more frequently than once each year by delivering written notice to the Managing Agents (with a copy to the Program Agent and the Conduit LendersAgent), request the Lenders to extend the Commitment Termination Date for an additional 364 days past the then applicable Commitment Termination Date, with such extension to become effective with respect to any Lender Group, as of the date one or more Committed Lenders having Commitments equal to 100% of such Lender Group’s Lender Group Limit shall in their sole discretion consent to such extension (the Lenders in such a Lender Group, “Extending Lenders”). Any such request shall be subject to the following conditions: (i) at no time will any Commitment have a term of more than 364 days and, if any such request would result in a term of more than 364 days, such request shall be deemed to have been made for such number of days so that, after giving effect to such extension on the date requested, such term will not exceed 364 days, (ii) none of the Lenders will have any obligation to extend any Commitment, (iii) any such extension of the Commitment Termination Date will be effective only upon the written agreement of at least one Committed Lender and the Borrower and (iv) any request for such extension shall be made at least sixty (60) days prior to the then current Commitment Termination Date. The Managing Agent for each applicable Committed Lender will respond to any such request within thirty (30) days (with a copy to the Paying Agent) but in any event no earlier than thirty (30) days prior to the then current Commitment Termination Date, provided, provided that any Managing Agent’s failure to respond within such period shall be deemed to be a rejection of the requested extension.

Extension of Commitment Termination Date. The Borrower may, no more frequently than once each year by delivering written notice to the Managing Agents (with a copy to the Program Agent and the Conduit Lenders), request the Lenders shall have an option to extend the Commitment Termination Date for an additional 364 days past one time, not longer than one year, subject to the then applicable Commitment Termination Date, with such extension to become effective with respect to any Lender Group, as satisfaction of the date one or more Committed following conditions precedent: (a) each of the Lenders having Commitments equal and the Administrative Agent consent to 100% of such Lender Group’s Lender Group Limit shall the extension in their sole discretion (written notice of such consent to such be delivered to Borrower together with the requested extension fee (the Lenders in such a Lender Group, “Extending Lenders”). Any such request shall be subject to the following conditions: (iif applicable) at no time will any Commitment have a term of more than 364 days and, if any such request would result in a term of more than 364 days, such request shall be deemed to have been made for such number of days so that, after giving effect to such extension on the date requested, such term will not exceed 364 days, (ii) none of the Lenders will have any obligation to extend any Commitment, (iii) any such extension of the Commitment Termination Date will be effective only upon the written agreement of at least one Committed Lender and the Borrower and (iv) any request for such extension shall be made at least sixty (60) days prior to the then current Commitment Termination Date. The Managing Agent for each applicable Committed Lender will respond to any such request within thirty (30) days (with a copy to the Paying Agent) but in any event no earlier later than thirty (30) days prior following receipt of the Extension Request delivered pursuant to clause (e) below; provided that if the then current Commitment Termination Date, provided, that Borrower fails to receive such consent from the Administrative Agent or any Managing Agent’s failure to respond Lender within such period thirty-day period, the Administrative Agent and such Lender, as applicable, shall be deemed to be a rejection have denied such Extension Request); (b) as of the requested effective date of such extension, the representations and warranties of the Borrower, the Equityholder and the Servicer set forth herein and in the other Facility Documents are true and correct in all material respects with the same force and effect as if made on and as of such date (except to the extent that such representations and warranties expressly relate to an earlier date); provided that if a representation or warranty is qualified as to materiality, with respect to such representation or warranty, the foregoing materiality qualifier shall be disregarded for the purposes of this condition; (c) the Borrower shall have paid an extension fee to the Administrative Agent, for the account of each Lender, in an amount to be mutually agreed upon by the Borrower and such Lender; (d) no Default or Event of Default shall have occurred and be continuing on the date on which notice is given in accordance with the following clause (e) or on the Commitment Termination Date then in effect; and (e) the Borrower shall have delivered an Extension Request with respect to the Commitment Termination Date to Administrative Agent not earlier than one year after the Closing Date and not later than one hundred twenty (120) days prior to the Commitment Termination Date then in effect (which shall be promptly forwarded by Administrative Agent to each Lender).

Extension of Commitment Termination Date. (a) The Borrower SPV may, at any time during the period which is no more frequently than once each year by delivering written notice to the Managing Agents sixty (with a copy to the Program Agent and the Conduit Lenders), request the Lenders to extend 60) days or less than thirty (30) days immediately preceding the Commitment Termination Date then in effect, request that such Commitment Termination Date be extended for an additional 364 days past the then applicable Commitment Termination Date, with such extension to become effective with respect to any Lender Group, as of the date one or more Committed Lenders having Commitments equal to 100% of such Lender Group’s Lender Group Limit shall in their sole discretion consent to such extension (the Lenders in such a Lender Group, “Extending Lenders”)days. Any such request shall be in writing, in substantially the form of Exhibit J (an “Extension Request”), and delivered to the Administrative Agent (which shall be promptly forwarded by the Administrative Agent to each Alternate Investor), and shall be subject to the following conditions: (i) at no time will any Commitment have a term of more than 364 days and, if any such request would result in a term of more than 364 days, such request extension shall be deemed to have been made for at each Alternate Investor’s sole and absolute discretion, including in respect of any extension or renewal fee that may be payable at the time of such number of days so that, after giving effect to such extension on the date requested, such term will not exceed 364 daysextension, (ii) none of the Lenders will no Alternate Investor shall have any obligation to extend the Commitment Termination Date at any Commitmenttime, and (iii) any such extension of the Commitment Termination Date will with respect to any Alternate Investor shall be effective only upon the written agreement of at least one Committed Lender the Administrative Agent, such Alternate Investor, the SPV and the Borrower and (iv) any request for such extension shall be made at least sixty (60) days prior Master Servicer, as evidenced by their execution of a counterpart signature page to the then current Commitment Termination Dateapplicable Extension Request. The Managing Agent for each applicable Committed Lender Each Alternate Investor will respond to any such request within thirty (30) days (with a copy to no later than the Paying Agent) but in any event no earlier than thirty (30) days fifteenth day prior to the then current Commitment Termination DateDate (the “Response Deadline”), provided, that a failure by any Managing Agent’s failure Alternate Investor to respond within such period by the Response Deadline shall be deemed to be a rejection of the requested extension. (b) If at any time the SPV requests that the Alternate Investors extend the Commitment Termination Date in accordance with Section 3.3(a), and some but less than all the Alternate Investors consent to such renewal as of the applicable Response Deadline, the SPV may arrange for an assignment to one or more financial institutions of all the rights and obligations hereunder of each such non-consenting Alternate Investor in accordance with Section 11.8, provided that any such financial institution shall be acceptable to the Related Funding Agent in its sole and absolute discretion. Any such assignment shall become effective on the then-current Commitment Termination Date. Each Alternate Investor which does not so consent to any renewal shall cooperate fully with the SPV in effectuating the administrative details of any such assignment. If none or less than all the Commitments of the non-renewing Alternate Investors are so assigned as provided above and the aggregate Conduit Investor Percentage of the related Conduit Investors equals 100%, then (i) the extended Commitment Termination Date shall be effective solely with respect to the renewing Alternate Investors, (ii) the Facility Limit shall automatically be reduced by an amount equal to the aggregate of the Commitments of all non-renewing Alternate Investors, (iii) the Conduit Funding Limit of the related Conduit Investors shall automatically be reduced by an amount equal to the aggregate of the Commitments of all non-renewing Related Alternate Investors, and (iv) this Agreement and the Commitments of the renewing Alternate Investors shall remain in effect in accordance with their terms notwithstanding the expiration of the Commitments of such non-renewing Alternate Investors.

Extension of Commitment Termination Date. (a) The Borrower may, no more frequently than once each year by delivering written notice to the Managing Agents Agent (with a copy which shall promptly notify the Lenders) given not less than 60 days and not more than 90 days prior to the Program Agent and initial Commitment Termination Date (the Conduit Lenders"INITIAL COMMITMENT TERMINATION DATE"), request that the Lenders to extend the Commitment Termination Date for an additional 364 days past from the then applicable Initial Commitment Termination Date; PROVIDED that in no event may the Borrower request more than one such extension. Each Lender, with such extension acting in its sole discretion, shall, by notice (which shall be irrevocable) to become effective with respect to any Lender Group, as of the Borrower and the Agent given no earlier than the date one that is 30 days prior to the Initial Commitment Termination Date (herein, the "CONSENT DATE") and no later than the date that is three Business Days after the Consent Date, advise the Borrower whether or more Committed Lenders having Commitments equal to 100% of not such Lender Group’s Lender Group Limit shall in their sole discretion consent agrees to such extension (the Lenders in such a extension; PROVIDED that each Lender Group, “Extending Lenders”). Any such request shall be subject to the following conditions: (i) at no time will any Commitment have a term of more than 364 days and, if any such request would result in a term of more than 364 days, such request shall be deemed to have been made for such number of days so that, after giving effect to such extension on the date requested, such term will that determines not exceed 364 days, (ii) none of the Lenders will have any obligation to extend any Commitment, (iii) any such extension of the Commitment Termination Date will be effective only upon ("NON-EXTENDING LENDER") shall notify the written agreement Agent (which shall notify the Lenders) of at least one Committed Lender and the Borrower and such fact promptly after such determination (iv) any request for such extension shall be made at least sixty (60) days prior to the then current Commitment Termination Date. The Managing Agent for each applicable Committed Lender will respond to any such request within thirty (30) days (with a copy to the Paying Agent) but in any event no earlier later than thirty (30the date three Business Days after the Consent Date) days and any Lender that does not advise the Borrower on or prior to the then current Commitment Termination Date, provided, date three Business Days after the Consent Date that any Managing Agent’s failure such Lender agrees to respond within such period extension shall be deemed to be a rejection Non-Extending Lender. The election of the requested extensionany Lender to agree to such extension shall not obligate any other Lender to so agree.

Extension of Commitment Termination Date. (a) The Borrower SPV may, at any time during the period which is no more frequently than once each year by delivering written notice to the Managing Agents sixty (with a copy to the Program Agent and the Conduit Lenders), request the Lenders to extend 60) days or less than thirty (30) days immediately preceding the Commitment Termination Date then in effect, request that such Commitment Termination Date be extended for an additional 364 days past the then applicable Commitment Termination Date, with such extension to become effective with respect to any Lender Group, as of the date one or more Committed Lenders having Commitments equal to 100% of such Lender Group’s Lender Group Limit shall in their sole discretion consent to such extension (the Lenders in such a Lender Group, “Extending Lenders”)days. Any such request shall be in writing, in substantially the form of Exhibit J (an “Extension Request”), and delivered to the Administrative Agent (which shall be promptly forwarded by the Administrative Agent to each Alternate Investor), and shall be subject to the following conditions: (i) at no time will any Commitment have a term of more than 364 days and, if any such request would result in a term of more than 364 days, such request extension shall be deemed to have been made for at each Alternate Investor’s sole and absolute discretion, including in respect of any extension or renewal fee that may be payable at the time of such number of days so that, after giving effect to such extension on the date requested, such term will not exceed 364 daysextension, (ii) none of the Lenders will no Alternate Investor shall have any obligation to extend the Commitment Termination Date at any Commitmenttime, and (iii) any such extension of the Commitment Termination Date will with respect to any Alternate Investor shall be effective only upon the written agreement of at least one Committed Lender the Administrative Agent, such Alternate Investor, the SPV and the Borrower and (iv) any request for such extension shall be made at least sixty (60) days prior Master Servicer, as evidenced by their execution of a counterpart signature page to the then current Commitment Termination Dateapplicable Extension Request. The Managing Agent for each applicable Committed Lender Each Alternate Investor will respond to any such request within thirty (30) days (with a copy to no later than the Paying Agent) but in any event no earlier than thirty (30) days fifteenth day prior to the then current Commitment Termination DateDate (the “Response Deadline”), provided, that a failure by any Managing Agent’s failure Alternate Investor to respond within such period by the Response Deadline shall be deemed to be a rejection of the requested extension. (b) If at any time the SPV requests that the Alternate Investors extend the Commitment Termination Date in accordance with Section 3.3(a), and some but less than all the Alternate Investors consent to such renewal as of the applicable Response Deadline, the SPV may arrange for an assignment to one or more financial institutions of all the rights and obligations hereunder of each such non-consenting Alternate Investor in accordance with Section 11.8, provided that any such financial institution shall be acceptable to the Related Funding Agent in its sole and absolute discretion. Any such assignment shall become effective on the then-current Commitment Termination Date. Each Alternate Investor which does not so consent to any renewal shall cooperate fully with the SPV in effectuating the administrative details of any such assignment. If none or less than all the Commitments of the non-renewing Alternate Investors are so assigned as provided above and the related Conduit Investor Percentage equals 100%, then (i) the extended Commitment Termination Date shall be effective solely with respect to the renewing Alternate Investors, (ii) the Facility Limit shall automatically be reduced by an amount equal to the aggregate of the Commitments of all non-renewing Alternate Investors, (iii) the Conduit Funding Limit of the related Conduit Investor shall automatically be reduced by an amount equal to the aggregate of the Commitments of all non-renewing Related Alternate Investors, and (iv) this Agreement and the Commitments of the renewing Alternate Investors shall remain in effect in accordance with their terms notwithstanding the expiration of the Commitments of such non-renewing Alternate Investors.

Extension of Commitment Termination Date. (a) The Borrower Funds may, no more frequently than once each year by delivering written notice to the Managing Agents Administrative Agent (with a copy which shall promptly notify the Bank,) given not less than 60 days and not more the 90 days prior to the Program Agent and Commitment Termination Date then in effect (the Conduit Lenders"EXISTING COMMITMENT TERMINATION DATE"), request that the Lenders to Banks extend the Commitment Termination Date for an additional 364 days past from the then applicable Existing Commitment Termination Date. Each Bank, with such extension acting in its sole discretion, shall, by notice (which shall be irrevocable) to become effective with respect to any Lender Group, as of the Funds and the Administrative Agent given no earlier than the date one that is 30 days prior to the Existing Commitment Termination Date (herein, the "CONSENT DATE") and no later than the date that is three Business Days after the Consent Date, advise the Funds whether or more Committed Lenders having Commitments equal to 100% of not such Lender Group’s Lender Group Limit shall in their sole discretion consent Bank agrees to such extension (the Lenders in such a Lender Group, “Extending Lenders”). Any such request shall be subject to the following conditions: (i) at no time will any Commitment have a term of more than 364 days and, if any such request would result in a term of more than 364 days, such request shall be deemed to have been made for such number of days so that, after giving effect to such extension on the date requested, such term will extension; PROVIDED that each Bank that determines not exceed 364 days, (ii) none of the Lenders will have any obligation to extend any Commitment, (iii) any such extension of the Commitment Termination Date will be effective only upon (a "NON-EXTENDING BANK") shall notify the written agreement Administrative Agent (which shall notify the Banks) of at least one Committed Lender and the Borrower and such fact promptly after such determination (iv) any request for such extension shall be made at least sixty (60) days prior to the then current Commitment Termination Date. The Managing Agent for each applicable Committed Lender will respond to any such request within thirty (30) days (with a copy to the Paying Agent) but in any event no earlier later than thirty (30the date three Business Days after the Consent Date) days and any Bank that does not advise the Funds on or prior to the then current Commitment Termination Date, provided, date three Business Days after the Consent Date that any Managing Agent’s failure such Bank agrees to respond within such period extension shall be deemed to be a rejection Non-Extending Bank. The election of any Bank to agree to such extension shall not obligate any other Bank to so agree. (b) The Funds shall have the right on or before the Existing Commitment Termination Date to request that the Administrative Agent, 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, 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 of the requested 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 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 the Commitments of the Banks that have agreed so to extend the Commitment Termination Date and the additional Commitments of the Additional Commitment Banks shall be at least 100% of the 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 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 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 Funds and Borrowers 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 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); and (iii) each Non-Extending Bank shall have been paid in full by the Funds all amounts due to such Bank hereunder on or before the Existing Termination Data.

Extension of Commitment Termination Date. (a) The Borrower Company may, no more frequently than once each year by delivering written notice to the Managing Agents (with a copy Lender given not less than 120 days and not more than 180 days prior to the Program Agent and Commitment Termination Date then in effect (the Conduit Lenders"Existing Commitment Termination Date"), request that the Lenders to extend the Commitment Termination Date for an additional 364 365 days past from the then applicable Existing Commitment Termination Date; provided that in no event may the Company request more than three such extensions. The Lender, with such extension acting in its sole discretion, shall, by notice (which shall be irrevocable) to become effective with respect to any Lender Group, as of the Company given no earlier than the date one or more Committed Lenders having Commitments equal to 100% of such Lender Group’s Lender Group Limit shall in their sole discretion consent to such extension (the Lenders in such a Lender Group, “Extending Lenders”). Any such request shall be subject that is 90 days prior to the following conditions: (i) at no time will any Commitment have a term of more than 364 days and, if any such request would result in a term of more than 364 days, such request shall be deemed to have been made for such number of days so that, after giving effect to such extension on the date requested, such term will not exceed 364 days, (ii) none of the Lenders will have any obligation to extend any Commitment, (iii) any such extension of the Existing Commitment Termination Date will be effective only upon (herein, the written agreement of at least one Committed "Consent Date") and no later than the date that is three Business Days after the Consent Date, advise the Company whether or not such Lender and agrees to such extension. In the Borrower and (iv) any request for such extension shall be made at least sixty (60) days prior event the Lender does not agree to the Extension, the Commitment terminates on the then current Commitment Termination Date. The Managing Agent for each applicable Committed Lender will respond to any such request within thirty Date and no additional Loans shall be made under this Agreement. (30b) days Notwithstanding the foregoing clause (a), the extension of the Existing Commitment Termination Date shall not be effective with a copy respect to the Paying AgentLender unless: (i) but in any event no earlier than thirty Default shall have occurred and be continuing on each of the date of the notice requesting such extension (30) days prior to the then current "Request Date"), the Consent Date and the Existing Commitment Termination Date, provided, that any Managing Agent’s failure to respond within such period ; (ii) each of the representations and warranties made by the Company in Section 7 hereof shall be deemed to be a rejection true and complete on and as of each of the requested extension.Request Date, the Consent Date and the Existing Commitment Termination Date with the same force and effect 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);

Extension of Commitment Termination Date. The Borrower may, no more frequently than once each year by delivering written notice to the Managing Agents (with a copy to the Program Agent and the Conduit Lenders), request the Lenders to extend the Commitment Termination Date for an additional 364 days past the then applicable Commitment Termination Date, with such extension to become effective with respect to any Lender Group, as of the date one or more Committed Lenders having Commitments equal to 100% of such Lender Group’s Lender Group Limit shall in their sole discretion consent to such extension (the Lenders in such a Lender Group, “Extending Lenders”). Any such request shall be subject to the following conditions: : (i) at no time will any Commitment have a term of more than 364 days and, if any such request would result in a term of more than 364 days, such request shall be deemed to have been made for such number of days so that, after giving effect to such extension on the date requested, such term will not exceed 364 days, (ii) none of the Lenders will have any obligation to extend any Commitment, (iii) any such extension of the Commitment Termination Date will be effective only upon the written agreement of at least one Committed Lender and the Borrower and (iv) any request for such extension shall be made at least sixty (60) days prior to the then current Commitment Termination Date. The Managing Agent for each applicable Committed Lender will respond to any such request within thirty (30) days (with a copy to the Paying Agent) but in any event no earlier than thirty (30) days prior to the then current Commitment Termination Date, provided, that any Managing Agent’s failure to respond within such period shall be deemed to be a rejection of the requested extension.

Extension of Commitment Termination Date. The Borrower may, no more frequently than once each year by delivering written notice to the Managing Agents (with a copy to the Program Agent and the Conduit Lenders), request the Lenders to extend the Commitment Termination Date for an additional 364 days past the then applicable Commitment Termination Date, with such extension to become effective with respect to any Lender Group, as of the date one or more Committed Lenders having Commitments equal to 100% of such Lender Group’s Lender Group Limit shall in their sole discretion consent to such extension (the Lenders in such a Lender Group, “Extending Lenders”). Any such request shall be subject to the following conditions: (ia) at no time will any Commitment have a term of At least 60 but not more than 364 days and, if any such request would result in a term of more than 364 days, such request shall be deemed to have been made for such number of days so that, after giving effect to such extension on the date requested, such term will not exceed 364 days, (ii) none of the Lenders will have any obligation to extend any Commitment, (iii) any such extension of the Commitment Termination Date will be effective only upon the written agreement of at least one Committed Lender and the Borrower and (iv) any request for such extension shall be made at least sixty (60) 90 days prior to the then current first two anniversaries of the Closing Date, the Borrower, by delivering a written request to the Administrative Agent (such request being irrevocable), may request that the Revolving Commitment Termination DateDate be extended for an additional one-year period. The Managing Upon receipt of such notice, the Administrative Agent for shall promptly communicate such request to the Lenders. (b) No earlier than 60 days prior, and no later than 45 days prior, to such anniversary, the Lenders shall indicate to the Administrative Agent whether the Borrower's request to so extend such Revolving Commitment Termination Date is acceptable to the Lenders, it being understood that the determination by each applicable Committed Lender will respond be in its sole and absolute discretion and that the failure of any Lender to any such request within thirty (30) days (with a copy to the Paying Agent) but in any event no earlier than thirty (30) days prior to the then current Commitment Termination Date, provided, that any Managing Agent’s failure to so respond within such period shall be deemed to be constitute a rejection refusal by such Lender to consent to such request, with the result being that such request is denied (any Lender refusing or deemed to refuse any such request, a "Non-Consenting Lender"). The Administrative Agent shall notify the Borrower, in writing, of the requested extensionLenders' decisions no later than 30 days prior to such anniversary. (c) Subject to the satisfaction of the conditions set forth in Section 3.2, in the event that the sum of the Revolving Commitments of the Lenders that have consented to the Borrower's request to extend the Revolving Commitment Termination Date (the "Consenting Lenders") plus the Revolving Commitments of Non-Consenting Lenders with respect to such request that have been assigned to Consenting Lenders or Eligible Assignees pursuant to Section 10.4(b) shall constitute at least 80% of the aggregate Revolving Commitments, the Revolving Commitment Termination Date shall be extended for an additional one-year period; provided, however, that unless assigned to Consenting Lenders or other Eligible Assignees pursuant to Section 10.4(b), the Revolving Commitments of Non-Consenting Lenders shall automatically terminate in accordance with Section 2.25(d). If any Lender refuses or is deemed to refuse to extend the Revolving Credit Termination Date for its Revolving Commitment, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions set forth in Section 10.4(b)) all its interests, rights and obligations under this Agreement to a Consenting Lender or to an Eligible Assignee that shall assume such Revolving Commitment; provided, that (i) the Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not be unreasonably withheld, (ii) such Non-Consenting Lender shall have received payment of an amount equal to the outstanding principal amount of all Loans owed to it, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (in the case of such outstanding principal and accrued interest) and from the Borrower (in the case of all other amounts), (iii) assignments of Revolving Commitments of Non-Consenting Lenders to Consenting Lenders and Eligible Assignees shall be made in a manner that allocates all such Revolving Commitments pro rata among such Consenting Lenders and Eligible Assignees and (iv) such assignments are completed no later than sixty days after such anniversary; provided, further, that before the Borrower may solicit any institution other than the Consenting Lenders to purchase any Non-Consenting Lender's Revolving Commitment pursuant to Section 10.4(b), the Consenting Lenders shall have the option, exercised in their sole discretion and allocated pro rata among such Consenting Lenders, to purchase by assignment the Revolving Commitments of such Non-Consenting Lenders, and each Consenting Lender shall, at least 15 days before such anniversary, notify the Administrative Agent and the Borrower of its determination of whether or not to purchase any Revolving Commitment of the Non-Consenting Lenders. (d) If the Borrower requests an extension of the then existing Revolving Credit Termination Date (the "Existing Termination Date") pursuant to this Section, and there are any Non-Consenting Lenders whose Revolving Commitments are not assigned to a Consenting Lender or Eligible Assignee pursuant to this Section 2.25, then the Revolving Commitment of each Non-Consenting Lender shall automatically terminate on such Existing Termination Date, without any further action by, or notice given to, any party, and the Borrower shall pay to each such Non-Consenting Lender on such Existing Termination Date the principal amount of all Revolving Loans made by such Non-Consenting Lender, together with all interest, fees, breakage costs and other amounts accrued to such date.

Extension of Commitment Termination Date. The Borrower may(a) At least sixty (60) days but not more than ninety (90) days prior to any anniversary of the Agreement Effective Date, no more frequently than once each year the Loan Parties, by delivering written notice Notice to the Managing Agents (with a copy to the Program Agent and the Conduit Lenders)Agent, may request the Lenders to extend the Commitment Termination Date for an additional 364 days past the then applicable Commitment Termination Date, with such extension to become effective with respect to any Lender Group, as of the date one or more Committed Lenders having Commitments equal to 100% of such Lender Group’s Lender Group Limit shall in their sole discretion consent to such extension (the Lenders in such a Lender Group, “Extending Lenders”). Any such request shall be subject to the following conditions: (i) at no time will any Commitment have a term of more than 364 days and, if any such request would result in a term of more than 364 days, such request shall be deemed to have been made for such number of days so that, after giving effect to such extension on the date requested, such term will not exceed 364 days, (ii) none of the Lenders will have any obligation to extend any Commitment, (iii) any such extension of the Commitment Termination Date will be effective only upon the written agreement of at least by one Committed Lender and the Borrower and (iv) any request for such extension shall be made at least sixty (60) days prior to the then current Commitment Termination Dateyear. The Managing Agent for shall promptly notify each applicable Committed Lender will respond to any of such request within thirty (30) days (with a copy to the Paying Agent) but request, and each Lender shall in any event no earlier turn, in its sole discretion, not later than thirty (30) days prior following the date of such Notice (the “Consent Date”), notify the Loan Parties and the Agent in writing as to whether such Lender will consent to such extension. If any Lender shall fail to notify the then current Agent and the Loan Parties in writing of its consent to any such request for extension of the Commitment Termination Date applicable to such Lender by the Consent Date, provided, that any Managing Agent’s failure to respond within such period Lender shall be deemed to be a rejection Non-Consenting Lender with respect to such request. The Agent shall notify the Loan Parties not later than five (5) days following the Consent Date of the decision of the Lenders regarding the Loan Parties’ request for an extension of the Commitment Termination Date applicable to each Lender. (b) If all Lenders consent in writing to any such request in accordance with Section 2.11(a), the Commitment Termination Date applicable to each such Lender in effect at such time shall, effective as at the applicable anniversary date (the “Extension Date”), be extended for one year; provided that on such Extension Date the applicable conditions set forth in Section 7.01 (c), (d) and (f) shall be satisfied and the Borrowers shall have delivered to the Agent a certificate stating that: (i) the representations and warranties contained in Article 5 are true and correct in all material respects (except to the extent that such representations and warranties expressly relate to an earlier date, and provided that, for the purposes of such certificate, (A) all references in the representations and warranties contained in Section 5.04 to annual reports, consolidated balance sheets, consolidated income statements and financial statements for OpCo and, if applicable, NEE Partners, and their Subsidiaries shall be deemed to refer to the corresponding versions of those documents most recently delivered to the Agent and the Lenders pursuant to Section 6.04 prior to the date of the certificate contemplated in this Section 2.11(b), and (B) the final sentence of Section 5.04 shall be deemed revised to read “There has been no material adverse change in the business or financial condition of OpCo, the Borrowers and their Subsidiaries, taken as a whole, since the date of the most recent financial statements of OpCo or, if applicable, NEE Partners, except as may have been disclosed in each filing of NEE Partners (including information furnished) subsequent to the date of such financial statements pursuant to the applicable provisions of the Securities Exchange Act of 1934, as amended, through and including the date of such certificate or otherwise described in writing prior to the Consent Date”); and (ii) there exists no Default. If less than all Lenders consent in writing to any such request in accordance with Section 2.11(a), the Commitment Termination Date applicable to each such Lender in effect at such time shall, effective as at the Extension Date and subject to Section 2.11(d), be extended as to those Lenders that so consented (each a “Consenting Lender”) but shall not be extended as to any other Lender (each a “Non-Consenting Lender”). To the extent that the Commitment Termination Date is not extended as to any Lender pursuant to this Section 2.11 and the Commitment of such Lender is not assumed in accordance with Section 2.11(c) on or prior to the Extension Date, the Commitment of such Non-Consenting Lender shall automatically terminate in whole on such non-extended Commitment Termination Date applicable to such Lender without any further notice or other action by the Loan Parties, such Lender or any other Person; provided that such Non-Consenting Lender's rights under Section 4.04, Section 4.05, Section 4.08 and Section 11.04, and its obligations under Section 10.05, 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 Loan Parties for any requested extensionextension of the Commitment Termination Date applicable to any such Lender. (c) If less than all Lenders consent to any such request pursuant to Section 2.11(a), the Loan Parties may arrange prior to the Extension Date for one or more Consenting Lenders or Eligible Assignees (each such Eligible Assignee, an “Assuming Lender”) to purchase and assume, effective as of the Extension Date, any Non-Consenting Lender's Loans, Commitment 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; and provided that: (i) any such Consenting Lender or Assuming Lender shall have paid to such Non-Consenting Lender (A) the aggregate principal amount of, and any interest accrued and unpaid to the effective date of the assignment on, the outstanding Loans, if any, of such Non-Consenting Lender plus (B) any accrued but unpaid Facility Fees owing to such Non-Consenting Lender as of the effective date of such assignment; (ii) all 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 Assuming Lender, the applicable processing and recordation fee required under Section 11.06(b) for such assignment shall have been paid; provided further that such Non-Consenting Lender's rights under Sections 4.04, Section 4.05, Section 4.08 and Section 11.04, and its obligations under Section 10.05, shall survive such substitution as to matters occurring prior to the date of substitution. At least three (3) Business Days prior to any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the Loan Parties and the Agent an Assignment and Assumption, duly executed by such Assuming Lender, such Non-Consenting Lender, the Loan Parties, each Issuing Bank and the Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Loan Parties and the Agent as to the increase in the amount of its Commitment and (C) each Non-Consenting Lender being replaced pursuant to this Section 2.11 shall have delivered to the Agent any Note or Notes as may be held by such Non-Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i) through (iii) of the first sentence of this Section 2.11(c), each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting Lender under this Agreement and shall be a Lender for all purposes of this Agreement, without any further acknowledgment by or the consent of the other Lenders. (d) If (after giving effect to any assignments or assumptions pursuant to Section 2.11(c)) Lenders having Commitments equal to more than 50% of the Commitments in effect immediately prior to the Extension Date consent in writing to the requested extension (whether by execution or delivery of an Assignment and Assumption or otherwise) not later than one (1) Business Day prior to such Extension Date, the Agent shall so notify the Loan Parties’, and subject to (A) the satisfaction of the conditions in Section 7.01 (c), (d) and (f), and (B) the Loan Parties’ delivery to the Agent a certificate stating that: (i) the representations and warranties contained in Article 5 are true and correct in all material respects (except to the extent that such representations and warranties expressly relate to an earlier date, and provided that, for the purposes of such certificate, (A) all references in the representations and warranties contained in Section 5.04 to annual reports, consolidated balance sheets, consolidated income statements and financial statements for OpCo and, if applicable, NEE Partners and their Subsidiaries shall be deemed to refer to the corresponding versions of those documents most recently delivered to the Agent and the Lenders pursuant to Section 6.04 prior to the date of the certificate contemplated in this Section 2.11(b), and (B) the final sentence of Section 5.04 shall be deemed revised to read “There has been no material adverse change in the business or financial condition of OpCo, the Borrowers and their Subsidiaries, taken as a whole, since the date of the most recent financial statements of OpCo or, if applicable, NEE Partners, except as may have been disclosed in each filing of NEE Partners (including information furnished) subsequent to the date of such financial statements pursuant to the applicable provisions of the Securities Exchange Act of 1934, as amended through and including the date of such certificate or otherwise disclosed in writing prior to the Consent Date”); and (ii) there exists no Default, the Commitment Termination Date applicable to each such Consenting Lender then in effect shall be extended for an additional one-year period, and all references in this Agreement, and in any Notes as may be issued hereunder, to the “Commitment Termination Date” shall, with respect to each Consenting Lender and each Assuming Lender for such Extension Date, refer to the Commitment Termination Date as so extended. Promptly following the Extension Date, the Agent shall notify the Lenders (including, without limitation, each Assuming Lender) of the extension of the scheduled Commitment Termination Date of each such Consenting Lender in effect immediately prior thereto and shall thereupon record in the records of the Agent the relevant information with respect to each such Consenting Lender and each such Assuming Lender. (e) Notwithstanding anything herein to the contrary, the Borrowers shall be limited to two (2) extension requests pursuant to this Section 2.11.

Extension of Commitment Termination Date. (a) The Borrower SPV may, at any time during the period which is no more frequently than once each year by delivering written notice to the Managing Agents sixty (with a copy to the Program Agent and the Conduit Lenders), request the Lenders to extend 60) days or less than thirty (30) days immediately preceding the Commitment Termination Date then in effect, request that such Commitment Termination Date be extended for an additional 364 days past the then applicable Commitment Termination Date, with such extension to become effective with respect to any Lender Group, as of the date one or more Committed Lenders having Commitments equal to 100% of such Lender Group’s Lender Group Limit shall in their sole discretion consent to such extension (the Lenders in such a Lender Group, “Extending Lenders”)days. Any such request shall be in writing, in substantially the form of Exhibit J (an “Extension Request”), and delivered to the Administrative Agent (which shall be promptly forwarded by the Administrative Agent to each Alternate Investor), and shall be subject to the following conditions: (i) at no time will any Commitment have a term of more than 364 days and, if any such request would result in a term of more than 364 days, such request extension shall be deemed to have been made for at each Alternate Investor’s sole and absolute discretion, including in respect of any extension or renewal fee that may be payable at the time of such number of days so that, after giving effect to such extension on the date requested, such term will not exceed 364 daysextension, (ii) none of the Lenders will no Alternate Investor shall have any obligation to extend the Commitment Termination Date at any Commitmenttime, and (iii) any such extension of the Commitment Termination Date will with respect to any Alternate Investor shall be effective only upon the written agreement of at least one Committed Lender the Administrative Agent, such Alternate Investor, the SPV and the Borrower and (iv) any request for such extension shall be made at least sixty (60) days prior Master Servicer, as evidenced by their execution of a counterpart signature page to the then current Commitment Termination Dateapplicable Extension Request. The Managing Agent for each applicable Committed Lender Each Alternate Investor will respond to any such request within thirty (30) days (with a copy to no later than the Paying Agent) but in any event no earlier than thirty (30) days fifteenth day prior to the then current Commitment Termination DateDate (the “Response Deadline”), provided, that a failure by any Managing Agent’s failure Alternate Investor to respond within such period by the Response Deadline shall be deemed to be a rejection of the requested extension. (b) If at any time the SPV requests that the Alternate Investors extend the Commitment Termination Date in accordance with Section 3.3(a), and some but less than all the Alternate Investors consent to such renewal as of the applicable Response Deadline, the SPV may arrange for an assignment to one or more financial institutions of all the rights and obligations hereunder of each such non-consenting Alternate Investor in accordance with Section 11.8, provided that any such financial institution shall be acceptable to the Related Funding Agent in its sole and absolute discretion. Any such assignment shall become effective on the then-current Commitment Termination Date. Each Alternate Investor which does not so consent to any renewal shall cooperate fully with the SPV in effectuating the administrative details of any such assignment. If none or less than all the Commitments of the non-renewing Alternate Investors are so assigned as provided above and the related Conduit Investor Percentage equals 100%, then (i) the extended Commitment Termination Date shall be effective solely with respect to the renewing Alternate Investors, (ii) the Facility Limit shall automatically be reduced by an amount equal to the aggregate of the Commitments of all non-renewing Alternate Investors, (iii) the Conduit Funding Limit of the Related Conduit Investor shall automatically be reduced by an amount equal to the aggregate of the Commitments of all non-renewing Related Alternate Investors, and (iv) this Agreement and the Commitments of the renewing Alternate Investors shall remain in effect in accordance with their terms notwithstanding the expiration of the Commitments of such non-renewing Alternate Investors.

Extension of Commitment Termination Date. The Borrower may(a) At least sixty (60) days but not more than ninety (90) days prior to any anniversary of the Agreement Effective Date, no more frequently than once each year the Loan Parties, by delivering written notice Notice to the Managing Agents (with a copy to the Program Agent and the Conduit Lenders)Agent, may request the Lenders to extend the Commitment Termination Date for an additional 364 days past the then applicable Commitment Termination Date, with such extension to become effective with respect to any Lender Group, as of the date one or more Committed Lenders having Commitments equal to 100% of such Lender Group’s Lender Group Limit shall in their sole discretion consent to such extension (the Lenders in such a Lender Group, “Extending Lenders”). Any such request shall be subject to the following conditions: (i) at no time will any Commitment have a term of more than 364 days and, if any such request would result in a term of more than 364 days, such request shall be deemed to have been made for such number of days so that, after giving effect to such extension on the date requested, such term will not exceed 364 days, (ii) none of the Lenders will have any obligation to extend any Commitment, (iii) any such extension of the Commitment Termination Date will be effective only upon the written agreement of at least by one Committed Lender and the Borrower and (iv) any request for such extension shall be made at least sixty (60) days prior to the then current Commitment Termination Dateyear. The Managing Agent for shall promptly notify each applicable Committed Lender will respond to any of such request within thirty (30) days (with a copy to the Paying Agent) but request, and each Lender shall in any event no earlier turn, in its sole discretion, not later than thirty (30) days prior following the date of such Notice (the “Consent Date”), notify the Loan Parties and the Agent in writing as to whether such Lender will consent to such extension. If any Lender shall fail to notify the then current Agent and the Loan Parties in writing of its consent to any such request for extension of the Commitment Termination Date applicable to such Lender by the Consent Date, provided, that any Managing Agent’s failure to respond within such period Lender shall be deemed to be a rejection Non-Consenting Lender with respect to such request. The Agent shall notify the Loan Parties not later than five (5) days following the Consent Date of the decision of the Lenders regarding the Loan Parties’ request for an extension of the Commitment Termination Date applicable to each Lender. (b) If all Lenders consent in writing to any such request in accordance with Section 2.11(a), the Commitment Termination Date applicable to each such Lender in effect at such time shall, effective as at the applicable anniversary date (the “Extension Date”), be extended for one year; provided that on such Extension Date the applicable conditions set forth in Section 7.01 (c), (d) and (f) shall be satisfied and the Borrowers shall have delivered to the Agent a certificate stating that: (i) the representations and warranties contained in Article 5 are true and correct in all material respects (except to the extent that such representations and warranties expressly relate to an earlier date, and provided that, for the purposes of such certificate, (A) all references in the representations and warranties contained in Section 5.04 to annual reports, consolidated balance sheets, consolidated income statements and financial statements for OpCo and, if applicable, NEE Partners, and their Subsidiaries shall be deemed to refer to the corresponding versions of those documents most recently delivered to the Agent and the Lenders pursuant to Section 6.04 prior to the date of the certificate contemplated in this Section 2.11(b), and (B) the final sentence of Section 5.04 shall be deemed revised to read “There has been no material adverse change in the business or financial condition of OpCo, the Borrowers and their Subsidiaries, taken as a whole, since the date of the most recent financial statements of OpCo or, if applicable, NEE Partners, except as may have been disclosed in each filing of NEE Partners (including information furnished) subsequent to the date of such financial statements pursuant to the applicable provisions of the Securities Exchange Act of 1934, as amended, through and including the date of such certificate or otherwise described in writing prior to the Consent Date”); and (ii) there exists no Default. If less than all Lenders consent in writing to any such request in accordance with Section 2.11(a), the Commitment Termination Date applicable to each such Lender in effect at such time shall, effective as at the Extension Date and subject to Section 2.11(d), be extended as to those Lenders that so consented (each a “Consenting Lender”) but shall not be extended as to any other Lender (each a “Non-Consenting Lender”). To the extent that the Commitment Termination Date is not extended as to any Lender pursuant to this Section 2.11 and the Commitment of such Lender is not assumed in accordance with Section 2.11(c) on or prior to the Extension Date, the Commitment of such Non-Consenting Lender shall automatically terminate in whole on such non-extended Commitment Termination Date applicable to such Lender without any further notice or other action by the Loan Parties, such Lender or any other Person; provided that such Non-Consenting Lender’s rights under Section 4.04, Section 4.05, Section 4.08 and Section 11.04, and its obligations under Section 10.05, 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 Loan Parties for any requested extensionextension of the Commitment Termination Date applicable to any such Lender. (c) If less than all Lenders consent to any such request pursuant to Section 2.11(a), the Loan Parties may arrange prior to the Extension Date for one or more Consenting Lenders or Eligible Assignees (each such Eligible Assignee, an “Assuming Lender”) to purchase and assume, effective as of the Extension Date, any Non-Consenting Lender’s Loans, Commitment 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; and provided that: (i) any such Consenting Lender or Assuming Lender shall have paid to such Non-Consenting Lender (A) the aggregate principal amount of, and any interest accrued and unpaid to the effective date of the assignment on, the outstanding Loans, if any, of such Non-Consenting Lender plus (B) any accrued but unpaid Facility Fees owing to such Non-Consenting Lender as of the effective date of such assignment; (ii) all 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 Assuming Lender, the applicable processing and recordation fee required under Section 11.06(b) for such assignment shall have been paid; provided further that such Non-Consenting Lender’s rights under Sections 4.04, Section 4.05, Section 4.08 and Section 11.04, and its obligations under Section 10.05, shall survive such substitution as to matters occurring prior to the date of substitution. At least three (3) Business Days prior to any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the Loan Parties and the Agent an Assignment and Assumption, duly executed by such Assuming Lender, such Non-Consenting Lender, the Loan Parties, each Issuing Bank and the Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Loan Parties and the Agent as to the increase in the amount of its Commitment and (C) each Non-Consenting Lender being replaced pursuant to this Section 2.11 shall have delivered to the Agent any Note or Notes as may be held by such Non-Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i) through (iii) of the first sentence of this Section 2.11(c), each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting Lender under this Agreement and shall be a Lender for all purposes of this Agreement, without any further acknowledgment by or the consent of the other Lenders. (d) If (after giving effect to any assignments or assumptions pursuant to Section 2.11(c)) Lenders having Commitments equal to more than 50% of the Commitments in effect immediately prior to the Extension Date consent in writing to the requested extension (whether by execution or delivery of an Assignment and Assumption or otherwise) not later than one (1) Business Day prior to such Extension Date, the Agent shall so notify the Loan Parties’, and subject to (A) the satisfaction of the conditions in Section 7.01 (c), (d) and (f), and (B) the Loan Parties’ delivery to the Agent a certificate stating that: (i) the representations and warranties contained in Article 5 are true and correct in all material respects (except to the extent that such representations and warranties expressly relate to an earlier date, and provided that, for the purposes of such certificate, (A) all references in the representations and warranties contained in Section 5.04 to annual reports, consolidated balance sheets, consolidated income statements and financial statements for OpCo and, if applicable, NEE Partners and their Subsidiaries shall be deemed to refer to the corresponding versions of those documents most recently delivered to the Agent and the Lenders pursuant to Section 6.04 prior to the date of the certificate contemplated in this Section 2.11(b), and (B) the final sentence of Section 5.04 shall be deemed revised to read “There has been no material adverse change in the business or financial condition of OpCo, the Borrowers and their Subsidiaries, taken as a whole, since the date of the most recent financial statements of OpCo or, if applicable, NEE Partners, except as may have been disclosed in each filing of NEE Partners (including information furnished) subsequent to the date of such financial statements pursuant to the applicable provisions of the Securities Exchange Act of 1934, as amended through and including the date of such certificate or otherwise disclosed in writing prior to the Consent Date”); and (ii) there exists no Default, the Commitment Termination Date applicable to each such Consenting Lender then in effect shall be extended for an additional one-year period, and all references in this Agreement, and in any Notes as may be issued hereunder, to the “Commitment Termination Date” shall, with respect to each Consenting Lender and each Assuming Lender for such Extension Date, refer to the Commitment Termination Date as so extended. Promptly following the Extension Date, the Agent shall notify the Lenders (including, without limitation, each Assuming Lender) of the extension of the scheduled Commitment Termination Date of each such Consenting Lender in effect immediately prior thereto and shall thereupon record in the records of the Agent the relevant information with respect to each such Consenting Lender and each such Assuming Lender. (e) Notwithstanding anything herein to the contrary, the Borrowers shall be limited to two (2) extension requests pursuant to this Section 2.11.

Extension of Commitment Termination Date. The Borrower may(a) At least sixty (60) days but not more than ninety (90) days prior to February 8 in each year, no more frequently than once each year the Loan Parties, by delivering written notice Notice to the Managing Agents (with a copy to the Program Agent and the Conduit Lenders)Agent, may request the Lenders to extend the Commitment Termination Date for an additional 364 days past the then applicable Commitment Termination Date, with such extension to become effective with respect to any Lender Group, as of the date one or more Committed Lenders having Commitments equal to 100% of such Lender Group’s Lender Group Limit shall in their sole discretion consent to such extension (the Lenders in such a Lender Group, “Extending Lenders”). Any such request shall be subject to the following conditions: (i) at no time will any Commitment have a term of more than 364 days and, if any such request would result in a term of more than 364 days, such request shall be deemed to have been made for such number of days so that, after giving effect to such extension on the date requested, such term will not exceed 364 days, (ii) none of the Lenders will have any obligation to extend any Commitment, (iii) any such extension of the Commitment Termination Date will be effective only upon the written agreement of at least by one Committed Lender and the Borrower and (iv) any request for such extension shall be made at least sixty (60) days prior to the then current Commitment Termination Dateyear. The Managing Agent for shall promptly notify each applicable Committed Lender will respond to any of such request within thirty (30) days (with a copy to the Paying Agent) but request, and each Lender shall in any event no earlier turn, in its sole discretion, not later than thirty (30) days prior following the date of such Notice (the “Consent Date”), notify the Loan Parties and the Agent in writing as to whether such Lender will consent to such extension. If any Lender shall fail to notify the then current Agent and the Loan Parties in writing of its consent to any such request for extension of the Commitment Termination Date applicable to such Lender by the Consent Date, provided, that any Managing Agent’s failure to respond within such period Lender shall be deemed to be a rejection Non-Consenting Lender with respect to such request. The Agent shall notify the Loan Parties not later than five (5) days following the Consent Date of the requested decision of the Lenders regarding the Loan Parties’ request for an extension of the Commitment Termination Date applicable to each Lender. Notwithstanding anything herein to the contrary, after giving effect to any such extension, the Commitment Termination Date of any Lender shall not be later than five (5) years after the applicable anniversary date related to such request for extension. (b) If all Lenders consent in writing to any such request in accordance with Section 2.11(a), the Commitment Termination Date applicable to each such Lender in effect at such time shall, effective as at the applicable February 8 date (the “Extension Date”), be extended for one year; provided that on such Extension Date the applicable conditions set forth in Section 7.01 (c), (d) and (f) shall be satisfied and the Borrower shall have delivered to the Agent a certificate stating that: (i) the representations and warranties contained in Article 5 and the other Loan Documents are true and correct in all material respects (except to the extent that such representations and warranties expressly relate to an earlier date, in which case such representations and warranties were true and correct as of such earlier date); provided that to the extent that any representation or warranty is qualified by materiality, “Material Adverse Effect” or similar qualifier, it shall be true and correct in all respects and provided, further, that, for the purposes of such certificate, (A) all references in the representations and warranties contained in Section 5.04 to annual reports, consolidated balance sheets, consolidated income statements and financial statements for OpCo and, if applicable, NEE Partners, and their Subsidiaries shall be deemed to refer to the corresponding versions of those documents most recently delivered to the Agent and the Lenders pursuant to Section 6.04 prior to the date of the certificate contemplated in this Section 2.11(b), and (B) the final sentence of Section 5.04 shall be deemed revised to read “There has been no material adverse change in the business or financial condition of (x) if the NEE Partners Guaranty is in effect, NEE Partners and its Subsidiaries, taken as a whole. or (y) if the NEE Partners Guaranty is not effect, OpCo, the Borrower and their Subsidiaries, taken as a whole, in each case, since the date of the most recent financial statements of OpCo or, if applicable, NEE Partners, except as may have been disclosed in each filing of NEE Partners (including information furnished) subsequent to the date of such financial statements pursuant to the applicable provisions of the Securities Exchange Act of 1934, as amended, through and including the date of such certificate or otherwise described in writing prior to the Consent Date”); and (ii) there exists no Default. If less than all of the Lenders consent in writing to any such request in accordance with Section 2.11(a), the Commitment Termination Date applicable to each such Lender in effect at such time shall, effective as at the Extension Date and subject to Section 2.11(d), be extended as to those Lenders that so consented (each a “Consenting Lender”) but shall not be extended as to any other Lender (each a “Non-Consenting Lender”). To the extent that the Commitment Termination Date is not extended as to any Lender pursuant to this Section 2.11 and the Commitment of such Lender is not assumed in accordance with Section 2.11(c) on or prior to the Extension Date, the Commitment of such Non-Consenting Lender shall automatically terminate in whole on such non-extended Commitment Termination Date applicable to such Lender without any further notice or other action by the Loan Parties, such Lender or any other Person; provided that such Non-Consenting Lender’s rights under Section 4.04, Section 4.05, Section 4.08 and Section 11.04, and its obligations under Section 10.05, 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 Loan Parties for any requested extension of the Commitment Termination Date applicable to any such Lender. (c) If less than all Lenders consent to any such request pursuant to Section 2.11(a), the Loan Parties may arrange prior to the Extension Date for one or more Consenting Lenders or Eligible Assignees (each such Eligible Assignee and each Eligible Assignee that accepts an offer to participate in a requested Commitment increase in accordance with Section 2.14(a), an “Assuming Lender”) to purchase and assume, effective as of the Extension Date, any Non-Consenting ▇▇▇▇▇▇’s Loans, Commitment 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; and provided that: (i) any such Consenting Lender or Assuming Lender shall have paid to such Non-Consenting Lender (A) the aggregate principal amount of, and any interest accrued and unpaid to the effective date of the assignment on, the outstanding Loans, if any, of such Non-Consenting Lender plus (B) any accrued but unpaid Facility Fees owing to such Non-Consenting Lender as of the effective date of such assignment; (ii) all 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 57 (iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section 11.06(b) for such assignment shall have been paid; provided further that such Non-Consenting Lender’s rights under Sections 4.04, Section 4.05, Section 4.08 and Section 11.04, and its obligations under Section 10.05, shall survive such substitution as to matters occurring prior to the date of substitution. At least three (3) Business Days prior to any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the Loan Parties and the Agent an Assignment and Assumption, duly executed by such Assuming Lender, such Non-Consenting Lender, the Loan Parties, each Issuing Bank and the Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Loan Parties and the Agent as to the increase in the amount of its Commitment and (C) each Non-Consenting Lender being replaced pursuant to this Section 2.11 shall have delivered to the Agent any Note or Notes as may be held by such Non-Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i) through (iii) of the first sentence of this Section 2.11(c), each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting Lender under this Agreement and shall be a Lender for all purposes of this Agreement, without any further acknowledgment by or the consent of the other Lenders. (d) If (after giving effect to any assignments or assumptions pursuant to Section 2.11(c)) Lenders having Commitments equal to more than 50% of the Commitments in effect immediately prior to the Extension Date consent in writing to the requested extension (whether by execution or delivery of an Assignment and Assumption or otherwise) not later than one (1) Business Day prior to such Extension Date, the Agent shall so notify the Loan Parties’, and subject to (A) the satisfaction of the conditions in Section 7.01 (c), (d) and (f), and (B) the Loan Parties’ delivery to the Agent a certificate stating that: (i) the representations and warranties contained in Article 5 and the other Loan Documents are true and correct in all material respects (except to the extent that such representations and warranties expressly relate to an earlier date, in which case such representations and warranties were true and correct as of such earlier date); provided that to the extent that any representation or warranty is qualified by materiality, “Material Adverse Effect” or similar qualifier, it shall be true and correct in all respects, and provided, further, that, for the purposes of such certificate, (A) all references in the representations and warranties contained in Section 5.04 to annual reports, consolidated balance sheets, consolidated income statements and financial statements for OpCo and, if applicable, NEE Partners and their Subsidiaries shall be deemed to refer to the corresponding versions of those documents most recently delivered to the Agent and the Lenders pursuant to Section 6.04 prior to the date of the certificate contemplated in this Section 2.11(d), and (B) the final sentence of Section 5.04 shall be deemed revised to read “There has been no material adverse change in the business or financial condition of (x) if the NEE Partners Guaranty is in effect, NEE Partners and its Subsidiaries, taken as a whole. or (y) if the NEE Partners Guaranty is not effect, OpCo, the Borrower and their Subsidiaries, taken as a whole, in each case, since the date of the most recent financial statements of OpCo or, if applicable, NEE Partners, except as may have been disclosed in each filing of NEE Partners (including information furnished) subsequent to the date of such financial statements pursuant to the applicable provisions of the Securities Exchange Act of 1934, as amended, through and including the date of such certificate or otherwise described in writing prior to the Consent Date”); and (ii) there exists no Default, the Commitment Termination Date applicable to each such Consenting Lender then in effect shall be extended for an additional one-year period, and all references in this Agreement, and in any Notes as may be issued hereunder, to the “Commitment Termination Date” shall, with respect to each Consenting Lender and each Assuming Lender for such Extension Date, refer to the Commitment Termination Date as so extended. Promptly following the Extension Date, the Agent shall notify the Lenders (including, without limitation, each Assuming Lender) of the extension of the scheduled Commitment Termination Date of each such Consenting Lender in effect immediately prior thereto and shall thereupon record in the records of the Agent the relevant information with respect to each such Consenting Lender and each such Assuming Lender. (e) In connection with the effectiveness of any extension of the Commitment Termination Date pursuant to this Section 2.11, Agent may (with the Borrower’s consent not to be unreasonably withheld) seek to amend this Agreement with requisite Lender consent in accordance with Section 11.01 to update operational, agency and/or regulatory provisions to a form customarily included in credit agreements as of the Extension Date with respect to which Bank of America, N.A. acts as administrative agent.

Extension of Commitment Termination Date. The Borrower Company may, no more frequently than once each year by delivering written ---------------------------------------- notice to the Managing Agents Administrative Agent (with which shall promptly deliver a copy thereof to each of the Banks) not more than 90 days, nor fewer than 60 days, prior to the Program Agent and Commitment Termination Date then in effect hereunder (the Conduit Lenders"Existing -------- Commitment Termination Date"), request that the Lenders to Banks extend the Commitment --------------------------- Termination Date for an additional 364 360 day period. If each Bank, acting in its sole discretion, by notice to the Company and Administrative Agent given on the date (and only on the date) 30 days past prior to the Existing Commitment Termination Date (provided, if such date is not a Business Day, then applicable such notice date shall by the next succeeding Business Day) (the "Consent Date"), agrees to such ------------ request, then effective as of the Existing Commitment Termination Date, with the Commitment Termination Date shall be extended to the date falling 360 days after the Consent Date (provided, if such date is not a Business Day, then such Commitment Termination Date as so extended shall be the next preceding Business Day); provided that such extension to become shall not be effective with respect to any Lender Group, unless (i) no Default shall have occurred and be continuing on the date of the notice requesting such extension or on the Existing Commitment Termination Date and (ii) each of the representations and warranties of the Company in Section 7 hereof shall be true and correct on and as of each of the date one or more Committed Lenders having Commitments equal to 100% of such Lender Group’s Lender Group Limit shall in their sole discretion consent to notice and the Existing Commitment Termination Date with the same force and effect as if made on and as of each such extension date (the Lenders in such a Lender Group, “Extending Lenders”). Any such request shall be subject to the following conditions: (i) at no time will any Commitment have a term of more than 364 days andor, if any such request would result in a term of more than 364 days, such request shall be deemed representation or warranty is expressly stated to have been made for as of a specific date, as of such number of days so that, after giving effect to such extension on the date requested, such term will not exceed 364 days, (ii) none of the Lenders will have any obligation to extend any Commitment, (iii) any such extension of the Commitment Termination Date will be effective only upon the written agreement of at least one Committed Lender and the Borrower and (iv) any request for such extension shall be made at least sixty (60) days prior to the then current Commitment Termination Date. The Managing Agent for each applicable Committed Lender will respond to any such request within thirty (30) days (with a copy to the Paying Agent) but in any event no earlier than thirty (30) days prior to the then current Commitment Termination Date, provided, that any Managing Agent’s failure to respond within such period shall be deemed to be a rejection of the requested extensionspecific date).

Extension of Commitment Termination Date. The Borrower may(a) At least sixty (60) days but not more than ninety (90) days prior to any anniversary of the Agreement Effective Date, no more frequently than once each year the Loan Parties, by delivering written notice Notice to the Managing Agents (with a copy to the Program Agent and the Conduit Lenders)Agent, may request the Lenders to extend the Commitment Termination Date for an additional 364 days past the then applicable Commitment Termination Date, with such extension to become effective with respect to any Lender Group, as of the date one or more Committed Lenders having Commitments equal to 100% of such Lender Group’s Lender Group Limit shall in their sole discretion consent to such extension (the Lenders in such a Lender Group, “Extending Lenders”). Any such request shall be subject to the following conditions: (i) at no time will any Commitment have a term of more than 364 days and, if any such request would result in a term of more than 364 days, such request shall be deemed to have been made for such number of days so that, after giving effect to such extension on the date requested, such term will not exceed 364 days, (ii) none of the Lenders will have any obligation to extend any Commitment, (iii) any such extension of the Commitment Termination Date will be effective only upon the written agreement of at least by one Committed Lender and the Borrower and (iv) any request for such extension shall be made at least sixty (60) days prior to the then current Commitment Termination Dateyear. The Managing Agent for shall promptly notify each applicable Committed Lender will respond to any of such request within thirty (30) days (with a copy to the Paying Agent) but request, and each Lender shall in any event no earlier turn, in its sole discretion, not later than thirty (30) days prior following the date of such Notice (the “Consent Date”), notify the Loan Parties and the Agent in writing as to whether such Lender will consent to such extension. If any Lender shall fail to notify the then current Agent and the Loan Parties in writing of its consent to any such request for extension of the Commitment Termination Date applicable to such Lender by the Consent Date, provided, that any Managing Agent’s failure to respond within such period Lender shall be deemed to be a rejection Non-Consenting Lender with respect to such request. The Agent shall notify the Loan Parties not later than five (5) days following the Consent Date of the decision of the Lenders regarding the Loan Parties’ request for an extension of the Commitment Termination Date applicable to each Lender. (b) If all Lenders consent in writing to any such request in accordance with Section 2.11(a), the Commitment Termination Date applicable to each such Lender in effect at such time shall, effective as at the applicable anniversary date (the “Extension Date”), be extended for one year; provided that on such Extension Date the applicable conditions set forth in Section 7.01 (c), (d) and (f) shall be satisfied and the Borrowers shall have delivered to the Agent a certificate stating that: (i) the representations and warranties contained in Article 5 are true and correct in all material respects (except to the extent that such representations and warranties expressly relate to an earlier date, and provided that, for the purposes of such certificate, (A) all references in the representations and warranties contained in Section 5.04 to annual reports, consolidated balance sheets, consolidated income statements and financial statements for OpCo and, if applicable, NEE Partners, and their Subsidiaries shall be deemed to refer to the corresponding versions of those documents most recently delivered to the Agent and the Lenders pursuant to Section 6.04 prior to the date of the certificate contemplated in this Section 2.11(b), and (B) the final sentence of Section 5.04 shall be deemed revised to read “There has been no material adverse change in the business or financial condition of OpCo, the Borrowers and their Subsidiaries, taken as a whole, since the date of the most recent financial statements of OpCo or, if applicable, NEE Partners, except as may have been disclosed in each filing of NEE Partners (including information furnished) subsequent to the date of such financial statements pursuant to the applicable provisions of the Securities Exchange Act of 1934, as amended, through and including the date of such certificate or otherwise described in writing prior to the Consent Date”); and (ii) there exists no Default. If less than all Lenders consent in writing to any such request in accordance with Section 2.11(a), the Commitment Termination Date applicable to each such Lender in effect at such time shall, effective as at the Extension Date and subject to Section 2.11(d), be extended as to those Lenders that so consented (each a “Consenting Lender”) but shall not be extended as to any other Lender (each a “Non-Consenting Lender”). To the extent that the Commitment Termination Date is not extended as to any Lender pursuant to this Section 2.11 and the Commitment of such Lender is not assumed in accordance with Section 2.11(c) on or prior to the Extension Date, the Commitment of such Non-Consenting Lender shall automatically terminate in whole on such non-extended Commitment Termination Date applicable to such Lender without any further notice or other action by the Loan Parties, such Lender or any other Person; provided that such Non- Consenting Lender's rights under Section 4.04, Section 4.05, Section 4.08 and Section 11.04, and its obligations under Section 10.05, 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 Loan Parties for any requested extensionextension of the Commitment Termination Date applicable to any such Lender. (c) If less than all Lenders consent to any such request pursuant to Section 2.11(a), the Loan Parties may arrange prior to the Extension Date for one or more Consenting Lenders or Eligible Assignees (each such Eligible Assignee, an “Assuming Lender”) to purchase and assume, effective as of the Extension Date, any Non-Consenting Lender's Loans, Commitment 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; and provided that: (i) any such Consenting Lender or Assuming Lender shall have paid to such Non-Consenting Lender (A) the aggregate principal amount of, and any interest accrued and unpaid to the effective date of the assignment on, the outstanding Loans, if any, of such Non-Consenting Lender plus (B) any accrued but unpaid Facility Fees owing to such Non-Consenting Lender as of the effective date of such assignment; (ii) all 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 Assuming Lender, the applicable processing and recordation fee required under Section 11.06(b) for such assignment shall have been paid; provided further that such Non-Consenting Lender's rights under Sections 4.04, Section 4.05, Section 4.08 and Section 11.04, and its obligations under Section 10.05, shall survive such substitution as to matters occurring prior to the date of substitution. At least three (3) Business Days prior to any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the Loan Parties and the Agent an Assignment and Assumption, duly executed by such Assuming Lender, such Non-Consenting Lender, the Loan Parties, each Issuing Bank and the Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Loan Parties and the Agent as to the increase in the amount of its Commitment and (C) each Non-Consenting Lender being replaced pursuant to this Section 2.11 shall have delivered to the Agent any Note or Notes as may be held by such Non-Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i) through (iii) of the first sentence of this Section 2.11(c), each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting Lender under this Agreement and shall be a Lender for all purposes of this Agreement, without any further acknowledgment by or the consent of the other Lenders. (d) If (after giving effect to any assignments or assumptions pursuant to Section 2.11(c)) Lenders having Commitments equal to more than 50% of the Commitments in effect immediately prior to the Extension Date consent in writing to the requested extension (whether by execution or delivery of an Assignment and Assumption or otherwise) not later than one (1) Business Day prior to such Extension Date, the Agent shall so notify the Loan Parties’, and subject to (A) the satisfaction of the conditions in Section 7.01 (c), (d) and (f), and (B) the Loan Parties’ delivery to the Agent a certificate stating that: (i) the representations and warranties contained in Article 5 are true and correct in all material respects (except to the extent that such representations and warranties expressly relate to an earlier date, and provided that, for the purposes of such certificate, (A) all references in the representations and warranties contained in Section 5.04 to annual reports, consolidated balance sheets, consolidated income statements and financial statements for OpCo and, if applicable, NEE Partners and their Subsidiaries shall be deemed to refer to the corresponding versions of those documents most recently delivered to the Agent and the Lenders pursuant to Section 6.04 prior to the date of the certificate contemplated in this Section 2.11(b), and (B) the final sentence of Section 5.04 shall be deemed revised to read “There has been no material adverse change in the business or financial condition of OpCo, the Borrowers and their Subsidiaries, taken as a whole, since the date of the most recent financial statements of OpCo or, if applicable, NEE Partners, except as may have been disclosed in each filing of NEE Partners (including information furnished) subsequent to the date of such financial statements pursuant to the applicable provisions of the Securities Exchange Act of 1934, as amended through and including the date of such certificate or otherwise disclosed in writing prior to the Consent Date”); and (ii) there exists no Default, the Commitment Termination Date applicable to each such Consenting Lender then in effect shall be extended for an additional one-year period, and all references in this Agreement, and in any Notes as may be issued hereunder, to the “Commitment Termination Date” shall, with respect to each Consenting Lender and each Assuming Lender for such Extension Date, refer to the Commitment Termination Date as so extended. Promptly following the Extension Date, the Agent shall notify the Lenders (including, without limitation, each Assuming Lender) of the extension of the scheduled Commitment Termination Date of each such Consenting Lender in effect immediately prior thereto and shall thereupon record in the records of the Agent the relevant information with respect to each such Consenting Lender and each such Assuming Lender. (e) Notwithstanding anything herein to the contrary, the Borrowers shall be limited to two (2) extension requests pursuant to this Section 2.11.

Extension of Commitment Termination Date. The Borrower may, no more frequently than once each year by delivering written notice to the Managing Agents (with a copy to the Program Agent and the Conduit Lenders), request the Lenders to extend the Commitment Termination Date for an additional 364 days past the then applicable Commitment Termination Date, with such extension to become effective with respect to any Lender Group, as of the date one or more Committed Lenders having Commitments equal to 100% of such Lender Group’s Lender Group Limit shall in their sole discretion consent to such extension (the Lenders in such a Lender Group, “Extending Lenders”). Any such request shall be subject to the following conditions: (ia) at no time will any Commitment have a term of At least 60 but not more than 364 days and, if any such request would result in a term of more than 364 days, such request shall be deemed to have been made for such number of days so that, after giving effect to such extension on the date requested, such term will not exceed 364 days, (ii) none of the Lenders will have any obligation to extend any Commitment, (iii) any such extension of the Commitment Termination Date will be effective only upon the written agreement of at least one Committed Lender and the Borrower and (iv) any request for such extension shall be made at least sixty (60) 90 days prior to the then current first two anniversarys of the Closing Date, the Borrower, by delivering a written request to the Administrative Agent (such request being irrevocable), may request that the Revolving Commitment Termination DateDate be extended for an additional one-year period. The Managing Upon receipt of such notice, the Administrative Agent for shall promptly communicate such request to the Lenders. (b) No earlier than 60 days prior, and no later than 45 days prior, to such anniversary, the Lenders shall indicate to the Administrative Agent whether the Borrower's request to so extend such Revolving Commitment Termination Date is acceptable to the Lenders, it being understood that the determination by each applicable Committed Lender will respond be in its sole and absolute discretion and that the failure of any Lender to any such request within thirty (30) days (with a copy to the Paying Agent) but in any event no earlier than thirty (30) days prior to the then current Commitment Termination Date, provided, that any Managing Agent’s failure to so respond within such period shall be deemed to be constitute a rejection refusal by such Lender to consent to such request, with the result being that such request is denied (any Lender refusing or deemed to refuse any such request, a "NON-CONSENTING LENDER"). The Administrative Agent shall notify the Borrower, in writing, of the requested extensionLenders' decisions no later than 30 days prior to such anniversary. (c) Subject to the satisfaction of the conditions set forth in SECTION 3.2, in the event that the sum of the Revolving Commitments of the Lenders that have consented to the Borrower's request to extend the Revolving Commitment Termination Date (the "CONSENTING LENDERS") plus the Revolving Commitments of Non-Consenting Lenders with respect to such request that have been assigned to Consenting Lenders or Eligible Assignees pursuant to SECTION 10.4(b) shall constitute at least 80% of the aggregate Revolving Commitments, the Revolving Commitment Termination Date shall be extended for an additional one-year period; PROVIDED, HOWEVER, that unless assigned to Consenting Lenders or other Eligible Assignees pursuant to SECTION 10.4(b), the Revolving Commitments of Non-Consenting Lenders shall automatically terminate in accordance with SECTION 2.25(d). If any Lender refuses or is deemed to refuse to extend the Revolving Credit Termination Date for its Revolving Commitment, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions set forth in SECTION 10.4(b)) all its interests, rights and obligations under this Agreement to a Consenting Lender or to an Eligible Assignee that shall assume such Revolving Commitment; PROVIDED, that (i) the Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not be unreasonably withheld, (ii) such Non-Consenting Lender shall have received payment of an amount equal to the outstanding principal amount of all Loans owed to it, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (in the case of such outstanding principal and accrued interest) and from the Borrower (in the case of all other amounts), (iii) assignments of Revolving Commitments of Non-Consenting Lenders to Consenting Lenders and Eligible Assignees shall be made in a manner that allocates all such Revolving Commitments pro rata among such Consenting Lenders and Eligible Assignees and (iv) such assignments are completed no later than sixty days after such anniversary; PROVIDED, FURTHER, that before the Borrower may solicit any institution other than the Consenting Lenders to purchase any Non-Consenting Lender's Revolving Commitment pursuant to SECTION 10.4(b), the Consenting Lenders shall have the option, exercised in their sole discretion and allocated pro rata among such Consenting Lenders, to purchase by assignment the Revolving Commitments of such Non-Consenting Lenders, and each Consenting Lender shall, at least 15 days before such anniversary, notify the Administrative Agent and the Borrower of its determination of whether or not to purchase any Revolving Commitment of the Non-Consenting Lenders. (d) If the Borrower requests an extension of the then existing Revolving Credit Termination Date (the "EXISTING TERMINATION DATE") pursuant to this Section, and there are any Non-Consenting Lenders whose Revolving Commitments are not assigned to a Consenting Lender or Eligible Assignee pursuant to this SECTION 2.25, then the Revolving Commitment of each Non-Consenting Lender shall automatically terminate on such Existing Termination Date, without any further action by, or notice given to, any party, and the Borrower shall pay to each such Non-Consenting Lender on such Existing Termination Date the principal amount of all Revolving Loans made by such Non-Consenting Lender, together with all interest, fees, breakage costs and other amounts accrued to such date.

Extension of Commitment Termination Date. (a) The Borrower may, no more frequently than once each year by delivering written notice to the Managing Agents Administrative Agent (with a copy which shall promptly notify the Banks) not earlier than 45 days prior to the Program Agent and the Conduit Lenders)any anniversary of November 28, 2022 (each, an “Anniversary Date”) but no later than 30 days prior to any such Anniversary Date, request the Lenders to that each Bank extend the such Bank’s Commitment Termination Date for an additional 364 days past one year after the Commitment Termination Date then applicable in effect for such Bank hereunder (the “Existing Commitment Termination Date”); provided, with such extension however, the Borrower may request no more than two extensions pursuant to become effective with respect this Section. (a) In the event it receives a notice from the Administrative Agent pursuant to any Lender GroupSection 2.22(a), as of each Bank, acting in its sole and individual discretion, shall, by notice to the Administrative Agent given not earlier than 30 days prior to the applicable Anniversary Date and not later than the date one (the “Bank Extension Notice Date”) that is 20 days prior to the applicable Anniversary Date, advise the Administrative Agent whether or more Committed Lenders having Commitments equal to 100% of not such Lender Group’s Lender Group Limit shall in their sole discretion consent Bank agrees to such extension (the Lenders in such a Lender Group, “Extending Lenders”). Any such request shall be subject and each Bank that determines not to the following conditions: (i) at no time will any Commitment have a term of more than 364 days and, if any such request would result in a term of more than 364 days, such request shall be deemed to have been made for such number of days so that, after giving effect to such extension on the date requested, such term will not exceed 364 days, (ii) none of the Lenders will have any obligation to extend any Commitment, (iii) any such extension of the its Existing Commitment Termination Date will be effective only upon (a “Non-Extending Bank”) shall notify the written agreement Administrative Agent of at least one Committed Lender and the Borrower and such fact promptly after such determination (iv) any request for such extension shall be made at least sixty (60) days prior to the then current Commitment Termination Date. The Managing Agent for each applicable Committed Lender will respond to any such request within thirty (30) days (with a copy to the Paying Agent) but in any event no earlier later than thirty (30) days prior to the then current Commitment Termination Bank Extension Notice Date)), provided, and any Bank that any Managing Agent’s failure to respond within such period does not so advise the Administrative Agent on or before the Bank Extension Notice Date shall be deemed to be a rejection Non-Extending Bank. The election of any Bank to agree to any such extension shall not obligate any other Bank to so agree. (b) 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”). (c) 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 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. (d) If (and only if) the aggregate amount of the Commitments of the Banks that have agreed to 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 and of each Additional Commitment Bank shall be extended to the 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. (e) 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 and (B) all the representations and warranties of the Borrower set forth in this Agreement shall be true and correct in all material respects (without duplication of materiality qualifications otherwise set forth in such representations and warranties, before and after giving effect to such extension), and (ii) on or prior to the 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 Chief Financial Officer, the Chief Executive Officer, an Assistant Secretary-Treasurer, the Controller or the Vice President, Capital Markets Relations of the Borrower to the effect that the conditions set forth in clauses (c) through (g), inclusive, of Section 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 C 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, ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, subject to customary assumptions, qualifications and limitations and (4) such other documents reasonably requested extensionby the Administrative Agent in connection with any such transaction. (f) 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 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 fees and expenses owed to each Non-Extending Bank as of that date shall be paid by the Borrower to such Non-Extending Bank.

Extension of Commitment Termination Date. (a) The Borrower SPV may, at any time during the period which is no more frequently than once each year by delivering written notice to the Managing Agents sixty (with a copy to the Program Agent and the Conduit Lenders), request the Lenders to extend 60) days or less than thirty (30) days immediately preceding the Commitment Termination Date then in effect, request that such Commitment Termination Date be extended for an additional 364 days past the then applicable Commitment Termination Date, with such extension to become effective with respect to any Lender Group, as of the date one or more Committed Lenders having Commitments equal to 100% of such Lender Group’s Lender Group Limit shall in their sole discretion consent to such extension (the Lenders in such a Lender Group, “Extending Lenders”)days. Any such request shall be in writing, in substantially the form of Exhibit J (an “Extension Request”), and delivered to the Administrative Agent (which shall be promptly forwarded by the Administrative Agent to each Alternate Investor), and shall be subject to the following conditions: (i) at no time will any Commitment have a term of more than 364 days and, if any such request would result in a term of more than 364 days, such request extension shall be deemed to have been made for at each Alternate Investor’s sole and absolute discretion, including in respect of any extension or renewal fee that may be payable at the time of such number of days so that, after giving effect to such extension on the date requested, such term will not exceed 364 daysextension, (ii) none of the Lenders will no Alternate Investor shall have any obligation to extend the Commitment Termination Date at any Commitmenttime, and (iii) any such extension of the Commitment Termination Date will with respect to any Alternate Investor shall be effective only upon the written agreement of at least one Committed Lender the Administrative Agent, such Alternate Investor, the SPV and the Borrower and (iv) any request for such extension shall be made at least sixty (60) days prior Master Servicer, as evidenced by their execution of a counterpart signature page to the then current Commitment Termination Dateapplicable Extension Request. The Managing Agent for each applicable Committed Lender Each Alternate Investor will respond to any such request within thirty (30) days (with a copy to no later than the Paying Agent) but in any event no earlier than thirty (30) days fifteenth day prior to the then current Commitment Termination DateDate (the “Response Deadline”), provided, that a failure by any Managing Agent’s failure Alternate Investor to respond within such period by the Response Deadline shall be deemed to be a rejection of the requested extension. (b) If at any time the SPV requests that the Alternate Investors extend the Commitment Termination Date in accordance with Section 3.3(a), and some but less than all the Alternate Investors consent to such renewal as of the applicable Response Deadline, the SPV may arrange for an assignment to one or more financial institutions of all the rights and obligations hereunder of each such non-consenting Alternate Investor in accordance with Section 11.8, provided that any such financial institution shall be acceptable to the Related Funding Agent in its sole and absolute discretion. Any such assignment shall become effective on the then-current Commitment Termination Date. Each Alternate Investor which does not so consent to any renewal shall cooperate fully with the SPV in effectuating the administrative details of any such assignment. If none or less than all the Commitments of the non-renewing Alternate Investors are so assigned as provided above and the aggregate Conduit Investor Percentage of the related Conduit Investors equals 100%, then (i) the extended Commitment Termination Date shall be effective solely with respect to the renewing Alternate Investors, (ii) the Facility Limit shall automatically be reduced by an amount equal to the aggregate of the Commitments of all non-renewing Alternate Investors, (iii) the Conduit Funding Limit of the related Conduit Investors shall automatically be reduced by an amount equal to the aggregate of the Commitments of all non-renewing Related Alternate Investors, and (iv) this Agreement and the Commitments of the renewing Alternate Investors shall remain in effect in accordance with their terms notwithstanding the expiration of the Commitments of such non-renewing Alternate Investors. ARTICLE X

Extension of Commitment Termination Date. The Borrower may(a) Unless (i) the Commitment Termination Date shall have occurred or (ii) the Company shall have exercised the Term Loan Conversion Option in accordance with Section 2.17, no at least 30 days but not more frequently than once 45 days prior to each year Extension Date, the Company may request that the Lenders, by delivering written notice to the Managing Agents Administrative Agent (with a copy to in substantially the Program Agent and the Conduit Lendersform attached hereto as Exhibit F), request the Lenders to extend the Commitment Termination Date for an additional 364 days past the then applicable Commitment Termination Date, with such extension to become effective with respect to any Lender Group, as of the date one or more Committed Lenders having Commitments equal to 100% of such Lender Group’s Lender Group Limit shall in their sole discretion consent to such extension (the Lenders in such a Lender Group, “Extending Lenders”). Any such request shall be subject to the following conditions: (i) at no time will any Commitment have a term of more than 364 days and, if any such request would result in a term of more than 364 days, such request shall be deemed to have been made for such number of days so that, after giving effect to such extension on the date requested, such term will not exceed 364 days, (ii) none of the Lenders will have any obligation to extend any Commitment, (iii) any such 364-day extension of the Commitment Termination Date will be effective only upon Date. Each Lender shall, in its sole discretion, determine whether to consent to such request and shall notify the written agreement Administrative Agent of its determination at least one Committed Lender and the Borrower and (iv) any request for such extension shall be made at least sixty (60) 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 and the Lenders at least 15 days but not more than 20 days, prior to such Extension Date of the identity of the Lenders that have consented to such extension and the Lenders that have declined such consent (the "Declining Lenders"). If Lenders holding in the aggregate less than 51% of the Commitments (without regard to any B Reductions) have consented to the requested extension, the Commitment Termination Date shall not be extended, and the Commitments of all Lenders shall terminate on the then current Commitment Termination Date. The Managing Agent for each applicable Committed Lender will respond . (v) If Lenders holding in the aggregate at least 51% of the Commitments (without regard to any such request within thirty (30B Reductions) days (with a copy have consented to the Paying Agentrequested extension, subject to the conditions set forth in Section 2.16(c), the Commitment Termination Date shall be extended as to such consenting Lenders only (and not as to any Declining Lender) but in any event no earlier than thirty (30) for a period of 364 days prior to from the then current Commitment Termination Date, provided, that and the Commitments of any Managing Agent’s failure to respond within Declining Lenders shall terminate on the Commitment Termination Date (as theretofore in effect) and all Advances of such period Declining Lenders shall be deemed repaid to them on such date. If the Company 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 rejection 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 Commitment immediately prior to such Extension Date. If the Administrative Agent receives Commitments to increase the Commitments from the Lenders, which, when aggregated with the existing Commitments, (i) are less than or equal to the Commitments immediately prior to such 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 such Extension Date shall equal the aggregate Commitments immediately prior to such Extension Date (any Lender whose commitment to increase its Commitment hereunder is accepted by the Administrative Agent, an "Increasing Commitment Lender"). If Lenders do not consent to increase the aggregate Commitments to an amount equal to the Commitments immediately prior to such Extension Date, the Company may, at least two days but not more than seven days prior to such 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 such Extension Date shall not be greater than Commitments hereunder immediately prior to such Extension Date. If the Administrative Agent shall accept the Commitment of any Increasing Commitment Lender or Eligible Assignee, the Commitments of the requested Declining Lenders shall terminate on such Extension Date, and any Advances made by such Declining Lenders shall be repaid on such date in accordance with this Agreement. (w) Each such accepted Eligible Assignee and each Increasing 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 Increasing Commitment Lender, shall replace such Increasing Commitment Lender's signature page. Any such extension shall become effective upon the then current Extension Date, if the Company shall have delivered to (i) the Administrative Agent and each Lender, on or prior to the then current Extension Date, an opinion of counsel to the Company substantially in the form of Exhibit D-2 attached hereto upon which each Lender and the Administrative Agent may rely, together with any governmental order referred to therein attached thereto, (ii) any Increasing Commitment Lender and any new Lender hereunder, a new A Note in the principal amount of such Lender's increase of its Commitment hereunder, in the case of an Increasing Commitment Lender, and in the principal amount of such Lender's Commitment, in the case of a new Lender, in each case after giving effect to any such extension and (iii) a certificate of the type described in Section 3.01(d) with respect to officers authorized to sign the Notes described in clause (ii) hereof. Upon satisfaction of such conditions and the effectiveness of such extension, each new Lender and Increasing Commitment Lender shall make A Advances to the Company (A) in the case of each new Lender, equal to such Lender's ratable portion of the A Advances outstanding immediately prior to such Extension Date and (B) in the case of each Increasing Commitment Lender, equal to such portion of such Lender's ratable portion of the A Advances (assuming that such Lender's Commitment consists only of the increased portion thereof) outstanding immediately prior to such Extension Date, in each case, without giving effect to any repayment of A Advances to Declining Lenders made on such Extension Date.

Extension of Commitment Termination Date. The (a) So long as no Event of Default has occurred and is continuing, the Borrower may, no upon at least 45 days and not more frequently than once each year 90 days prior to the first and/or second anniversary of the date hereof, by delivering written notice to the Managing Agents Agent (with who shall promptly provide a copy of such notice to the Program Agent and the Conduit Lenderseach Bank), request the Lenders propose to extend the Commitment Termination Date for an additional 364 by one year. Each Bank may, not more than 30 days past nor less than 20 days prior to such anniversary date, elect by written notice to the then applicable Borrower and the Agent to extend its Commitment Termination DateDate by a period of one year. The Agent will notify the Borrower, with such extension to become effective with respect to any Lender Group, as in writing of the date one or more Committed Lenders having Commitments equal to 100% of such Lender Group’s Lender Group Limit shall in their sole discretion consent Banks’ decisions no later than 15 days prior to such extension anniversary date. No Bank (the Lenders in such a Lender Group, “Extending Lenders”). Any such request or any successor thereto) shall be subject to the following conditions: (i) at no time will any Commitment have a term of more than 364 days and, if any such request would result in a term of more than 364 days, such request shall be deemed to have been made for such number of days so that, after giving effect to such extension on the date requested, such term will not exceed 364 days, (ii) none of the Lenders will have any obligation to extend its Commitment Termination Date, and any Commitment, (iii) decision by a Bank to increase its Commitment Termination Date shall be made in its sole discretion independently from any such extension of other Bank. Any Bank that does not respond to a request to extend the Commitment Termination Date will be effective only upon the written agreement of at least one Committed Lender and the Borrower and (iv) any request for such extension shall be made at least sixty (60) days prior to the then current Commitment Termination Date. The Managing Agent for each applicable Committed Lender will respond to any such request within thirty (30) days (with a copy to the Paying Agent) but in any event no earlier than thirty (30) days prior to the then current Commitment Termination Date, provided, that any Managing Agent’s failure to respond within such period shall be deemed to be a rejection Non-Consenting Lender. (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 and the Swingline Bank, which acceptance will not be unreasonably withheld 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 facility 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 accordance 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 any assignments pursuant to subsection (b) of this Section 2.7) Banks having Commitments equal to at least 50% of the Commitments in effect immediately prior to the applicable anniversary 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 anniversary 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 references in this Agreement, and in the Notes to the “Commitment Termination Date” shall, with respect to each Bank other than a Non-Consenting Bank for such extension, refer to the Commitment Termination Date as so extended. Promptly following each extension of the Commitment Termination Date, the Agent shall notify the Banks of the extension of the scheduled Commitment Termination Date in effect immediately prior thereto.

Extension of Commitment Termination Date. The Borrower may, no more frequently than once each year by delivering written notice to the Managing Agents (with a copy to the Program Agent and the Conduit Lenders), request the Lenders shall have an option to extend the Commitment Termination Date for an additional 364 days past one time, not longer than one year, subject to the then applicable Commitment Termination Date, with such extension to become effective with respect to any Lender Group, as satisfaction of the date one or more Committed following conditions precedent: (a) each of the Lenders having Commitments equal and the Administrative Agent consent to 100% of such Lender Group’s Lender Group Limit shall the extension in their sole discretion (written notice of such consent to such be delivered to Borrower together with the requested extension fee (the Lenders in such a Lender Group, “Extending Lenders”). Any such request shall be subject to the following conditions: (iif applicable) at no time will any Commitment have a term of more than 364 days and, if any such request would result in a term of more than 364 days, such request shall be deemed to have been made for such number of days so that, after giving effect to such extension on the date requested, such term will not exceed 364 days, (ii) none of the Lenders will have any obligation to extend any Commitment, (iii) any such extension of the Commitment Termination Date will be effective only upon the written agreement of at least one Committed Lender and the Borrower and (iv) any request for such extension shall be made at least sixty (60) days prior to the then current Commitment Termination Date. The Managing Agent for each applicable Committed Lender will respond to any such request within thirty (30) days (with a copy to the Paying Agent) but in any event no earlier later than thirty (30) days prior following receipt of the Extension Request delivered pursuant to clause (e) below; provided that if the then current Commitment Termination Date, provided, that Borrower fails to USActive 51774144.2053776213.6-61- receive such consent from the Administrative Agent or any Managing Agent’s failure to respond Lender within such period thirty-day period, the Administrative Agent and such Lender, as applicable, shall be deemed to be a rejection have denied such Extension Request); (b) as of the requested effective date of such extension, the representations and warranties of the Borrower, the Equityholder and the Servicer set forth herein and in the other Facility Documents are true and correct in all material respects with the same force and effect as if made on and as of such date (except to the extent that such representations and warranties expressly relate to an earlier date); provided that if a representation or warranty is qualified as to materiality, with respect to such representation or warranty, the foregoing materiality qualifier shall be disregarded for the purposes of this condition; (c) the Borrower shall have paid an extension fee to the Administrative Agent, for the account of each Lender, in an amount to be mutually agreed upon by the Borrower and such Lender; (d) no Default or Event of Default shall have occurred and be continuing on the date on which notice is given in accordance with the following clause (e) or on the Commitment Termination Date then in effect; and (e) the Borrower shall have delivered an Extension Request with respect to the Commitment Termination Date to Administrative Agent not earlier than one year after the Closing Date and not later than one hundred twenty (120) days prior to the Commitment Termination Date then in effect (which shall be promptly forwarded by Administrative Agent to each Lender).