Common use of Extension of Commitment Termination Date Clause in Contracts

Extension of Commitment Termination Date. (A) Provided that no Potential Default or Event of Default shall have occurred and be continuing, the Borrower shall have the option, to be exercised by giving written notice to the Administrative Agent at least thirty (30) days (but no more than ninety (90) days) prior to the Original Commitment Termination Date, subject to the terms and conditions set forth in this Agreement, to extend the Original Commitment Termination Date by twelve (12) months to July 30, 2008 (the “Extended Commitment Termination Date”). The request by the Borrower for the extension of the Original Commitment Termination Date shall constitute a representation and warranty by the Borrower Parties that no Potential Default or Event of Default then exists and that all of the conditions set forth in Section 1.7(5)(B) below shall have been satisfied on the Original Commitment Termination Date. (B) The obligations of the Administrative Agent and the Lenders to extend the Original Commitment Termination Date as provided in Section 1.7(5)(A) shall be subject to the prior satisfaction of each of the following conditions precedent as determined by the Administrative Agent in its good faith judgment: (A) on the Original Commitment Termination Date there shall exist no Potential Default or Event of Default; (B) the Borrower shall have paid to the Administrative Agent for the ratable benefit of the Lenders an extension fee (the “Extension Fee”) equal to one-quarter of one percent (0.25%) of the total Commitments then outstanding (which fee the Borrower hereby agrees shall be fully earned and nonrefundable under any circumstances when paid); (C) the representations and warranties made by the Borrower Parties in the Loan Documents shall have been true and correct in all material respects when made and shall also be true and correct in all material respects on the Original Commitment Termination Date (provided, however, that any factual matters disclosed in the Schedules referenced in Article 6 shall be subject to update in accordance with clause (D) below); (D) the Borrower Parties shall have delivered updates to the Administrative Agent of all the Schedules set forth in Article 6 hereof and such updated Schedules shall be acceptable to Administrative Agent in its reasonable judgment; (E) the Borrower shall have delivered to the Administrative Agent a Compliance Certificate demonstrating that MAC and the Borrower are in compliance with the covenants set forth in Article 8; (F) the Borrower shall have paid all reasonable out-of-pocket costs and expenses incurred by the Administrative Agent and all reasonable fees and expenses paid to third party consultants (including reasonable attorneys’ fees and expenses) by Administrative Agent in connection with such extension; and (G) the Guarantors shall have acknowledged and ratified that their obligations under the Guaranties remain in full force and effect, and continue to guaranty the Obligations under the Loan Documents, as extended. (C) The Administrative Agent shall notify each of the Lenders in the event that the Borrower requests that the Original Commitment Termination Date be extended as provided in this Section 1.7(5) and upon any such extension.

Extension of Commitment Termination Date. (A) Provided that no Potential Default or Event of Default shall have occurred and be continuing, the Borrower shall have the option, to be exercised by giving written notice to the Administrative Agent at least thirty (30) days (but no more than ninety (90) days) prior to the Original Commitment Termination Date, subject to the terms and conditions set forth in this Agreement, to extend the Original Commitment Termination Date by twelve (12) months to July 30April 25, 2008 2011 (the “Extended Commitment Termination Date”). The request by the Borrower for the extension of the Original Commitment Termination Date shall constitute a representation and warranty by the Borrower Parties that no Potential Default or Event of Default then exists and that all of the conditions set forth in Section 1.7(5)(B) below shall have been satisfied on the Original Commitment Termination Date. (B) The obligations of the Administrative Agent and the Lenders to extend the Original Commitment Termination Date as provided in Section 1.7(5)(A) shall be subject to the prior satisfaction of each of the following conditions precedent as determined by the Administrative Agent in its good faith judgment: (A) on the Original Commitment Termination Date there shall exist no Potential Default or Event of Default; (B) the Borrower shall have paid to the Administrative Agent for the ratable benefit of the Lenders an extension fee (the “Extension Fee”) equal to one-quarter eighth of one percent (0.250.125%) of the total Commitments then outstanding (which fee the Borrower hereby agrees shall be fully earned and nonrefundable under any circumstances when paid); (C) the representations and warranties made by the Borrower Parties in the Loan Documents shall have been true and correct in all material respects when made and shall also be true and correct in all material respects on the Original Commitment Termination Date (provided, however, that any factual matters disclosed in the Schedules referenced in Article 6 shall be subject to update in accordance with clause (D) below); (D) the Borrower Parties shall have delivered updates to the Administrative Agent of all the Schedules set forth in Article 6 hereof and such updated Schedules shall be acceptable to Administrative Agent in its reasonable judgment; (E) the Borrower shall have delivered to the Administrative Agent a Compliance Certificate demonstrating that MAC and the Borrower are in compliance with the covenants set forth in Article 8; (F) the Borrower shall have paid all reasonable out-of-pocket costs and expenses incurred by the Administrative Agent and all reasonable fees and expenses paid to third party consultants (including reasonable attorneys’ fees and expenses) by Administrative Agent in connection with such extension; and (G) the Guarantors shall have acknowledged and ratified that their obligations under the Guaranties remain in full force and effect, and continue to guaranty the Obligations under the Loan Documents, as extended. (C) The Administrative Agent shall notify each of the Lenders in the event that the Borrower requests that the Original Commitment Termination Date be extended as provided in this Section 1.7(5) and upon any such extension.

Extension of Commitment Termination Date. (Aa) Provided The Company may, by notice to the Administrative Agent (which shall promptly notify the Lenders) not more than 60 days and not less than 30 days prior to each anniversary of the Effective Date (or if such anniversary date is not a Business Day, the Business Date next succeeding such anniversary) (such anniversary of the Effective Date, an “Extension Effective Date”), request (each, an “Extension Request”) that no Potential Default the Lenders extend the applicable Commitment Termination Date then in effect (or, if at such time there shall exist different Commitment Termination Dates for the Lenders hereunder, the latest applicable Commitment Termination Date then in effect) (the “Existing Commitment Termination Date”) for an additional one year; provided that (i) only two Extension Requests may be requested hereunder and (ii) each such Extension Request shall be offered to all Lenders (which, for the avoidance of doubt, shall include Lenders under both Tranches of Commitments to the extent then applicable). Each Lender, acting in its sole discretion, shall, by notice to the Company and the Administrative Agent given not later than the 20th day (or such later day as shall be acceptable to the Company) following the date of the Company’s notice, advise the Company and the Administrative Agent whether or not such Lender agrees to such extension; provided that any Lender that does not so advise the Company shall be deemed to have rejected such Extension Request (any such Lender which shall have rejected or is deemed to have rejected such extension being a “Non-Extending Lender”). The election of any Lender to agree to such extension shall not obligate any other Lender to so agree. (b) The Company shall have the right, at any time on or prior to, or at any time following, the relevant Extension Effective Date, unless an Event of Default shall have occurred and be continuing, to replace any Non-Extending Lender with, and otherwise add to this Agreement, one or more Additional Commitment Lenders; provided that if at such time there shall be more than one Tranche of Commitments in effect, the Borrower Company may replace a Non-Extending Lender having a Euro Commitment with one or more Additional Commitment Lenders which will have a Multicurrency Commitment. Each Additional Commitment Lender shall have enter into an agreement with the optionCompany and the Administrative Agent, to be exercised by giving written notice in form and substance satisfactory to the Company and the Administrative Agent Agent, pursuant to which such Additional Commitment Lender shall, effective as of such Extension Effective Date (or, if such replacement occurs thereafter, as of the relevant effective date of such replacement), provide a new or additional Commitment hereunder in the amount specified therein and (if not then an existing Lender) become a Lender hereunder. (c) If (and only if) the total of the Commitments of the Lenders that have agreed in connection with any Extension Request to extend the Existing Commitment Termination Date and (if applicable) the additional Commitments of the Additional Commitment Lender(s) shall be at least thirty (30) days (but no more than ninety (90) days) 50% of the aggregate amount of the Commitments in effect immediately prior to the Original Commitment Termination Extension Effective Date, subject to the terms and conditions set forth in this Agreementthen, to extend the Original Commitment Termination Date by twelve (12) months to July 30, 2008 (the “Extended Commitment Termination Date”). The request by the Borrower for the extension of the Original Commitment Termination Date shall constitute a representation and warranty by the Borrower Parties that no Potential Default or Event of Default then exists and that all upon satisfaction of the conditions set forth in Section 1.7(5)(B) below shall have been satisfied on the Original proviso at the end of this sentence effective as of the relevant Extension Effective Date, the Commitment Termination Date. , but only with respect to the Commitment of each Lender that has agreed to so extend its Commitment and (Bif applicable) The obligations of each Additional Commitment Lender that has replaced a Non-Extending Lender, shall be extended to the Administrative Agent and date that is one year after the Lenders to extend the Original then Existing Commitment Termination Date as (or, if such date is not a Business Day, the immediately preceding Business Day) and (if not then an existing Lender) each Additional Commitment Lender shall thereupon become a “Lender” for all purposes of this Agreement; provided in Section 1.7(5)(A) shall be subject to that the prior satisfaction of each extension of the following conditions precedent as determined by the Administrative Agent in its good faith judgment: (A) on the Original Existing Commitment Termination Date there shall exist not be effective with respect to any Lender unless as of the Extension Effective Date: (i) no Potential Default or Event of Default; (B) the Borrower shall have paid to the Administrative Agent for the ratable benefit of the Lenders an extension fee occurred and be continuing; (the “Extension Fee”) equal to one-quarter of one percent (0.25%) of the total Commitments then outstanding (which fee the Borrower hereby agrees shall be fully earned and nonrefundable under any circumstances when paid); (Cii) the representations and warranties made by the Borrower Parties set forth in the Loan Documents Article III shall have been true and correct in all material respects when made and shall also be true and correct in all material respects (or, in the case of any such representations and warranties qualified as to materiality, in all respects) on and as of the Original Existing Commitment Termination Date as if made on and as of such date (providedor, howeverif any such representation or warranty is expressly stated to have been made as of a specific date, that any factual matters disclosed in the Schedules referenced in Article 6 shall be subject to update in accordance with clause as of such specific date); (Diii) below); (D) the Borrower Parties shall have delivered updates to the Administrative Agent of all the Schedules set forth in Article 6 hereof and such updated Schedules shall be acceptable to Administrative Agent in its reasonable judgment; (E) the Borrower shall have delivered received such evidence of the authority of the Borrowers to the Administrative Agent a Compliance Certificate demonstrating effect such extension as it may reasonably request; (iv) all amounts payable hereunder to any Non-Extending Lender that MAC and the Borrower are in compliance with the covenants set forth in Article 8; (F) the Borrower shall have paid all reasonable out-of-pocket costs and expenses incurred is being replaced by the Administrative Agent and all reasonable fees and expenses paid to third party consultants (including reasonable attorneys’ fees and expenses) by Administrative Agent an Additional Commitment Lender in connection with such extensionextension shall have been paid in full; and and (Gv) the Guarantors Administrative Agent shall have acknowledged received a certificate of a Financial Officer stating that the conditions with respect to such extension have been satisfied. Upon the effectiveness of such extension, the Administrative Agent shall record the relevant information in the Register and ratified that their obligations under give prompt notice of such extension to the Guaranties remain in full force Company and effect, and continue to guaranty the Obligations under the Loan Documents, as extendedLenders. (Cd) The Administrative Agent shall notify each of Notwithstanding anything herein to the Lenders in contrary, with respect to any Non-Extending Lender, the event that the Borrower requests that the Original Commitment Termination Date for such Lender shall remain unchanged (and the Commitment of such Lender (including its obligation in respect of any participation in respect of any Letter of Credit) shall terminate, the Loans made by such Non-Extending Lender to any Borrower hereunder shall mature and be extended as provided in this Section 1.7(5) payable by such Borrower, and upon any all other amounts owing to such extensionNon-Extending Lender hereunder shall be payable, on such date).

Extension of Commitment Termination Date. (Aa) Provided that no Potential Default or Event of Default shall have occurred and be continuing, the Borrower shall have the option, to be exercised by giving written notice to the Administrative Agent at At least thirty sixty (3060) days (but no not more than ninety (90) days) days prior to any anniversary of the Original Commitment Termination Agreement Effective Date, subject the Loan Parties, by Notice to the terms and conditions set forth in this AgreementAgent, to extend may request an extension of the Original Commitment Termination Date by twelve one year. The Agent shall promptly notify each Lender of such request, and each Lender shall in turn, in its sole discretion, not later than thirty (1230) months to July 30, 2008 days following the date of such Notice (the “Extended Commitment Termination Consent Date”), notify the Loan Parties and the Agent in writing as to whether such Lender will consent to such extension. The If any Lender shall fail to notify the Agent and the Loan Parties in writing of its consent to any such request by the Borrower for the extension of the Original Commitment Termination Date shall constitute a representation and warranty applicable to such Lender by the Borrower Consent Date, such Lender shall be deemed to be a Non-Consenting Lender with respect to such request. The Agent shall notify the Loan Parties that no Potential Default or Event of Default then exists and that all 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 1.7(5)(B7.01 (c), (d) below shall have been satisfied on the Original Commitment Termination Date. and (B) The obligations of the Administrative Agent and the Lenders to extend the Original Commitment Termination Date as provided in Section 1.7(5)(Af) shall be subject satisfied and the Borrowers shall have delivered to the prior satisfaction of each of the following conditions precedent as determined by the Administrative Agent in its good faith judgment: a certificate stating that: (A) on the Original Commitment Termination Date there shall exist no Potential Default or Event of Default; (B) the Borrower shall have paid to the Administrative Agent for the ratable benefit of the Lenders an extension fee (the “Extension Fee”) equal to one-quarter of one percent (0.25%) of the total Commitments then outstanding (which fee the Borrower hereby agrees shall be fully earned and nonrefundable under any circumstances when paid); (Ci) the representations and warranties made by contained in Article 5 and the Borrower Parties in the other Loan Documents shall have been are true and correct in all material respects when (except to the extent that such representations and warranties expressly relate to an earlier date, provided that any representation or warranty that is qualified by materiality, “Material Adverse Effect” or similar qualifier 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 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 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, 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 also 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 on (except to the Original extent that such representations and warranties expressly relate to an earlier date); provided that any representation or warranty that is qualified by materiality, “Material Adverse Effect” or similar qualifier 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 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 (providedincluding, howeverwithout limitation, that any factual matters disclosed 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 Schedules referenced in Article 6 shall be subject records of the Agent the relevant information with respect to update in accordance with clause (D) below); (D) the Borrower Parties shall have delivered updates to the Administrative Agent of all the Schedules set forth in Article 6 hereof each such Consenting Lender and each such updated Schedules shall be acceptable to Administrative Agent in its reasonable judgment; (E) the Borrower shall have delivered to the Administrative Agent a Compliance Certificate demonstrating that MAC and the Borrower are in compliance with the covenants set forth in Article 8; (F) the Borrower shall have paid all reasonable out-of-pocket costs and expenses incurred by the Administrative Agent and all reasonable fees and expenses paid to third party consultants (including reasonable attorneys’ fees and expenses) by Administrative Agent in connection with such extension; and (G) the Guarantors shall have acknowledged and ratified that their obligations under the Guaranties remain in full force and effect, and continue to guaranty the Obligations under the Loan Documents, as extendedAssuming Lender. (Ce) The Administrative Agent Notwithstanding anything herein to the contrary, the Borrowers shall notify each of the Lenders in the event that the Borrower be limited to two (2) extension requests that the Original Commitment Termination Date be extended as provided in pursuant to this Section 1.7(5) and upon any such extension2.11.

Extension of Commitment Termination Date. (A) Provided that no Potential Default or Event of Default shall have occurred and be continuing, the Borrower Borrowers shall have the option, to be exercised by giving written notice to the Administrative Agent at least thirty (30) days (but no more than ninety (90) days) prior to the Original Commitment Termination Date, subject to the terms and conditions set forth in this Agreement, to extend the Original Commitment Termination Date by twelve (12) months to July 3026, 2008 2006 (the “"Extended Commitment Termination Date”"). The request by the Borrower Borrowers for the extension of the Original Commitment Termination Date shall constitute a representation and warranty by the Borrower Parties that no Potential Default or Event of Default then exists and that all of the conditions set forth in Section 1.7(5)(B) below shall have been satisfied on the Original Commitment Termination Date. (B) The obligations of the Administrative Agent and the Lenders to extend the Original Commitment Termination Date as provided in Section 1.7(5)(A) shall be subject to the prior satisfaction of each of the following conditions precedent as determined by the Administrative Agent in its good faith judgment: (A) on the Original Commitment Termination Date there shall exist no Potential Default or Event of Default; (B) the Borrower Borrowers shall have paid to the Administrative Agent for the ratable benefit of the Lenders an extension fee (the “"Extension Fee”") equal to one-quarter of one percent (0.25%) of the total Commitments then outstanding (which fee the Borrower Borrowers hereby agrees agree shall be fully earned and nonrefundable under any circumstances when paid); (C) the representations and warranties made by the Borrower Parties in the Loan Documents shall have been true and correct in all material respects when made and shall also be true and correct in all material respects on the Original Commitment Termination Date (provided, however, that any factual matters disclosed in the Schedules referenced in Article 6 shall be subject to update in accordance with clause (D) below); (D) the Borrower Parties shall have delivered updates to the Administrative Agent of all the Schedules set forth in Article 6 hereof and such updated Schedules shall be acceptable to Administrative Agent in its reasonable judgment; (E) the Borrower Borrowers shall have delivered to the Administrative Agent a Compliance Certificate demonstrating that MAC and the Borrower Borrowers are in compliance with the covenants set forth in Article 8; (F) the Borrower Borrowers shall have paid all reasonable out-of-pocket costs and expenses incurred by the Administrative Agent and all reasonable fees and expenses paid to third party consultants (including reasonable attorneys’ ' fees and expenses) by Administrative Agent in connection with such extension; and (G) the Guarantors shall have acknowledged and ratified that their obligations under the Guaranties remain in full force and effect, and continue to guaranty the Obligations under the Loan Documents, as extended. (C) The Administrative Agent shall notify each of the Lenders in the event that the Borrower requests Borrowers request that the Original Commitment Termination Date be extended as provided in this Section 1.7(5) and upon any such extension.

Extension of Commitment Termination Date. The Borrower shall have an option to extend the Commitment Termination Date one time, not longer than one year, subject to the satisfaction of the following conditions precedent: (Aa) Provided each of the Lenders and the Administrative Agent consent to the extension in their sole discretion (written notice of such consent to be delivered to Borrower together with the requested extension fee (if applicable) no later than thirty (30) days following receipt of the Extension Request delivered pursuant to clause (e) below; provided that if the Borrower fails to receive such consent from the Administrative Agent or any Lender within such thirty-day period, the Administrative Agent and such Lender, as applicable, shall be deemed to have denied such Extension Request); USActive 53861575.5 -63- (b) as of the 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 Potential Default or Event of Default shall have occurred and be continuing, continuing on the Borrower shall have date on which notice is given in accordance with the option, to be exercised by giving written notice to following clause (e) or on the Administrative Agent at least thirty (30) days (but no more than ninety (90) days) prior to the Original Commitment Termination Date, subject to the terms and conditions set forth in this Agreement, to extend the Original Commitment Termination Date by twelve (12) months to July 30, 2008 (the “Extended Commitment Termination Date”). The request by the Borrower for the extension of the Original Commitment Termination Date shall constitute a representation and warranty by the Borrower Parties that no Potential Default or Event of Default then exists and that all of the conditions set forth in Section 1.7(5)(B) below shall have been satisfied on the Original Commitment Termination Date.effect; and (B) The obligations of the Administrative Agent and the Lenders to extend the Original Commitment Termination Date as provided in Section 1.7(5)(A) shall be subject to the prior satisfaction of each of the following conditions precedent as determined by the Administrative Agent in its good faith judgment: (A) on the Original Commitment Termination Date there shall exist no Potential Default or Event of Default; (B) the Borrower shall have paid to the Administrative Agent for the ratable benefit of the Lenders an extension fee (the “Extension Fee”) equal to one-quarter of one percent (0.25%) of the total Commitments then outstanding (which fee the Borrower hereby agrees shall be fully earned and nonrefundable under any circumstances when paid); (C) the representations and warranties made by the Borrower Parties in the Loan Documents shall have been true and correct in all material respects when made and shall also be true and correct in all material respects on the Original Commitment Termination Date (provided, however, that any factual matters disclosed in the Schedules referenced in Article 6 shall be subject to update in accordance with clause (D) below); (D) the Borrower Parties shall have delivered updates to the Administrative Agent of all the Schedules set forth in Article 6 hereof and such updated Schedules shall be acceptable to Administrative Agent in its reasonable judgment; (Ee) the Borrower shall have delivered an Extension Request with respect to the Commitment Termination Date to Administrative Agent a Compliance Certificate demonstrating that MAC not earlier than one year after the Closing Date and not later than one hundred twenty (120) days prior to the Borrower are Commitment Termination Date then in compliance with the covenants set forth in Article 8; effect (F) the Borrower which shall have paid all reasonable out-of-pocket costs and expenses incurred by the Administrative Agent and all reasonable fees and expenses paid to third party consultants (including reasonable attorneys’ fees and expenses) be promptly forwarded by Administrative Agent in connection with such extension; and (G) the Guarantors shall have acknowledged and ratified that their obligations under the Guaranties remain in full force and effect, and continue to guaranty the Obligations under the Loan Documents, as extendedeach Lender). (C) The Administrative Agent shall notify each of the Lenders in the event that the Borrower requests that the Original Commitment Termination Date be extended as provided in this Section 1.7(5) and upon any such extension.

Extension of Commitment Termination Date. (Aa) Provided that no Potential Default or Event of Default shall have occurred and be continuing, the Borrower shall have the option, to be exercised by giving written notice to the Administrative Agent at At least thirty sixty (3060) days (but no not more than ninety (90) days) days prior to the Original Commitment Termination DateDate in each year, subject the Loan Parties, by Notice to the terms and conditions set forth in this AgreementAdministrative Agent, to extend may request an extension of the Original Commitment Termination Date by twelve one year. The Administrative Agent shall promptly notify each Lender of such request, and each Lender shall in turn, in its sole discretion, not later than thirty (1230) months to July 30, 2008 days following the date of such Notice (the “Extended Commitment Termination Consent Date”), notify the Loan Parties and the Administrative Agent in writing as to whether such Lender will consent to such extension. The If any Lender shall fail to notify the Administrative Agent and the Loan Parties in writing of its consent to any such request by the Borrower for the extension of the Original Commitment Termination Date shall constitute a representation and warranty applicable to such Lender by the Borrower Consent Date, such Lender shall be deemed to be a Non-Consenting Lender with respect to such request. The Administrative Agent shall notify the Loan Parties that no Potential Default or Event of Default then exists and that all 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 Commitment Termination Date (the “Extension Date”), be extended for one year; provided that on such Extension Date the applicable conditions set forth in Section 1.7(5)(B7.01(c), (d) below shall have been satisfied on the Original Commitment Termination Date. and (B) The obligations of the Administrative Agent and the Lenders to extend the Original Commitment Termination Date as provided in Section 1.7(5)(Af) shall be subject to the prior satisfaction of each of the following conditions precedent as determined by the Administrative Agent in its good faith judgment: (A) on the Original Commitment Termination Date there shall exist no Potential Default or Event of Default; (B) the Borrower shall have paid to the Administrative Agent for the ratable benefit of the Lenders an extension fee (the “Extension Fee”) equal to one-quarter of one percent (0.25%) of the total Commitments then outstanding (which fee the Borrower hereby agrees shall be fully earned satisfied and nonrefundable under any circumstances when paid); (C) the representations and warranties made by the Borrower Parties in the Loan Documents shall have been true and correct in all material respects when made and shall also be true and correct in all material respects on the Original Commitment Termination Date (provided, however, that any factual matters disclosed in the Schedules referenced in Article 6 shall be subject to update in accordance with clause (D) below); (D) the Borrower Parties shall have delivered updates to the Administrative Agent of all the Schedules set forth in Article 6 hereof and such updated Schedules shall be acceptable to Administrative Agent in its reasonable judgment; (E) the Borrower shall have delivered to the Administrative Agent a Compliance Certificate demonstrating 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 MAC such representations and warranties expressly relate to an earlier date, provided that, any representation or warranty that is qualified by materiality, “Material Adverse Effect” or similar qualifier 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 the Borrower are in compliance with and its Subsidiaries shall be deemed to refer to the covenants set forth in Article 8; (F) the Borrower shall have paid all reasonable out-of-pocket costs and expenses incurred by corresponding versions of those documents most recently delivered to the Administrative Agent and all reasonable fees the Lenders pursuant to Section 6.04 prior to the date of the certificate contemplated in this Section 2.11(b), and expenses paid (B) the final sentence of Section 5.04 shall be deemed revised to third party consultants read “There has been no material adverse change in the business or financial condition of the Borrower and its Subsidiaries, taken as a whole, since the date of the most recent financial statements of the Borrower, except as may have been disclosed in each filing of Borrower (including reasonable attorneys’ fees 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 expensesincluding 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 Administrative Agent in connection with the Loan Parties, such extension; Lender or any other Person; provided that such Non- Consenting Lender’s rights under Section 4.04, Section 4.05, Section 4.08 and (G) Section 11.04, and its obligations under Section 10.05, shall survive the Guarantors Commitment Termination Date for such Lender as to matters occurring prior to such date. It is understood and agreed that no Lender shall have acknowledged and ratified that their obligations under the Guaranties remain in full force and effect, and continue any obligation whatsoever to guaranty the Obligations under agree to any request made by the Loan Documents, as extendedParties 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, 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 Section 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 Administrative Agent an Assignment and Assumption, duly executed by such Assuming Lender, such Non-Consenting Lender, the Loan Parties, each Issuing Bank and the Administrative Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Loan Parties and the Administrative Agent as to the increase in the amount of its Commitment and (C) The each Non-Consenting Lender being replaced pursuant to this Section 2.11 shall have delivered to the Administrative 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 Administrative 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 Administrative 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, provided that, any representation or warranty that is qualified by materiality, “Material Adverse Effect” or similar qualifier 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 the Borrower and its Subsidiaries shall be deemed to refer to the corresponding versions of those documents most recently delivered to the Administrative 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 the Borrower and its Subsidiaries, taken as a whole, since the date of the most recent financial statements of the Borrower, except as may have been disclosed in each filing of Borrower (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 Administrative Agent shall notify the Lenders (including, without limitation, each Assuming Lender) of the Lenders in extension of the event that the Borrower requests that the Original scheduled Commitment Termination Date of each such Consenting Lender in effect immediately prior thereto and shall thereupon record in the records of the Administrative Agent the relevant information with respect to each such Consenting Lender and each such Assuming Lender. (e) Notwithstanding anything herein to the contrary, the Borrower shall be extended as provided in limited to two (2) extension requests pursuant to this Section 1.7(5) and upon any such extension2.11.