Common use of Extension of Commitments Clause in Contracts

Extension of Commitments. (i) Not earlier than the date which is 60 days (but not later than 30 days) prior to the then existing Revolving Termination Date (the "Extension Request Notice Date"), the Borrower may deliver to the Administrative ----------------------------- Agent (which shall promptly transmit the same to each Lender) a notice (an "Extension Request") requesting that the Revolving Termination Date be extended ----------------- for an additional 364 days commencing on the then existing Revolving Termination Date. Not earlier than the date which is 30 days (but not later than 20 days) prior to the then existing Revolving Termination Date (the period from the Extension Request Notice Date to such date, the "Extension Request Period"), ------------------------ each Lender (in its sole and absolute discretion and after conducting an internal credit review of the Borrower) shall notify the Administrative Agent of such Lender's willingness or unwillingness to so extend the Revolving Termination Date. Any Lender which shall fail to so notify the Administrative Agent within such period shall be deemed to have declined to extend the Revolving Termination Date. If Lenders having Commitments totaling an amount equal to at least 51% of the aggregate amount of the Commitments then in effect agree to such extension by notice to the Administrative Agent, then (A) subject to clause (iii) below, the Revolving Termination Date shall be extended for an additional 364 days with respect to the Commitments of the Lenders so agreeing, and (B) subject to Section 2.06(f) hereof, the Commitment of each Lender not so agreeing shall expire on the then expiring Revolving Termination Date and the Borrower shall pay or prepay on such day without premium or penalty all principal of such Lender's Loans together with accrued interest thereon and all accrued facility and usage fees and other amounts payable to such Lender hereunder (including, without limitation, amounts payable pursuant to Section 2.14 hereof as a result of such payment or prepayment); provided, however, that

Extension of Commitments. (ia) Not earlier than The Borrower may, by notice once a year to the Administrative Agent in substantially the form of Exhibit “J” hereto, request that the then existing Commitment Termination Date of a Class (as applicable, the “Existing Commitment Termination Date”) be extended to a date which is 60 days (but not later than 30 days) prior to one year after the then existing Revolving Existing Commitment Termination Date of such Class (as applicable, the “New Commitment Termination Date”). The Administrative Agent shall promptly, but in any event within three (3) Business Days, advise each Bank of the applicable Class (the "“Extension Request Notice Date")Class Banks”) of such request. Each Extension Class Bank shall consider such request and may elect to extend or not to extend in its sole and independent discretion and may, at its option, conduct a full credit evaluation of the Borrower may deliver in considering such request. If the Borrower requests that both Commitment Termination Dates be extended, each Extension Class Bank shall agree to either extend both of its Commitments or decline to extend both of its Commitments. Each Extension Class Bank agreeing to any such extension (each an “Extending Class Bank”) shall notify the Administrative ----------------------------- Agent thereof (which shall promptly transmit notify the same Borrower) on or prior to each Lender) a notice (an "Extension Request") requesting that the Revolving Termination Date be extended ----------------- for an additional 364 days commencing on the then existing Revolving Termination Date. Not earlier than the date which is 30 days after the date the Administrative Agent has advised the Extension Class Banks of such request to extend the Existing Commitment Termination Date of the applicable Class (but or if such 30th day is not later than 20 daysa Business Day, then such notice may also be given on the next succeeding Business Day) prior (the “Consent Date”). Each Extension Class Bank that determines not to the then existing Revolving extend such Existing Commitment Termination Date (the period from the Extension Request Notice Date to such date, the "Extension Request Period"), ------------------------ each Lender (in its sole and absolute discretion and after conducting an internal credit review of the Borrowera “Non-Extending Bank”) shall notify the Administrative Agent (which shall notify the Borrower) of such Lender's willingness or unwillingness to so extend fact promptly after such determination (but in any event no later than the Revolving Termination Consent Date). Any Lender which shall fail to so notify Extension Class Bank that does not advise the Administrative Agent within such period on or before the Consent Date shall be deemed to be a Non-Extending Bank (b) The Borrower shall have declined the right at any time with the consent of the Administrative Agent (which consent will not be unreasonably withheld) to replace each Non-Extending Bank with one or more other lenders (each for purposes of this Section 2.11, a “Replacement Bank”), each of which Replacement Banks shall have entered into either a Transfer Supplement substantially in the form of Exhibit “C” hereto or an agreement otherwise in form and substance satisfactory to the Borrower and the Administrative Agent pursuant to which such Replacement Bank shall undertake all or any portion of the Commitments of one or both Classes of one or more Non-Extending Banks (if any such Replacement Bank is a Bank, its Commitments shall be in addition to such Bank’s Commitments hereunder on such date). For greater certainty, if the Borrower requests that a Commitment Termination Date be extended and a Bank declines to extend its applicable Commitment, the Revolving Termination DateBorrower may replace such Bank pursuant to the provisions of this Section 2.11(b) with respect to the applicable Commitment as well as its other Commitments, if any. If Lenders having the Borrower replaces a Non-Extending Bank with respect to both of its Classes of Commitments, the Replacement Bank shall undertake a ratable portion (or all) of the Commitments totaling an amount equal to at least 51for both Classes of such Non-Extending Bank. (c) If Extension Class Banks holding Commitments of the applicable Class (not including the Commitments of such Class of the Replacement Banks) that aggregate more than 50% of the aggregate amount of the Commitments then in effect agree of such Class (not including the Commitments of such Class of the Replacement Banks) shall, by the Consent Date, have agreed to extend the Existing Commitment Termination Date, then, effective as of the Existing Commitment Termination Date, such extension by notice to the Administrative Agent, then (A) subject to clause (iii) below, the Revolving Existing Commitment Termination Date shall be extended as to the Extending Class Banks and any Replacement Bank only to the date so requested by the Borrower (provided, if such date is not a Business Day, then such Commitment Termination Date as so extended shall be the immediately preceding Business Day), the Commitment Termination Date of the applicable Class shall be the New Commitment Termination Date as to the Extending Class Banks and any Replacement Bank only and each Replacement Bank shall thereupon become a “Bank” for all purposes of this Agreement. The Borrower and the Administrative Agent shall execute an additional 364 days amendment to Exhibit “H” evidencing the revised Commitments. (d) Notwithstanding the foregoing, the extension of the Existing Commitment Termination Date shall not be effective with respect to any Extension Class Bank unless: (i) Banks holding Commitments of the applicable Class (not including the Commitments of the Replacement Banks) that aggregate more than 50% of the aggregate amount of the Commitments of such Class (not including the Commitments of such Class of the Replacement Banks) shall, by the Consent Date, have agreed to extend the Existing Commitment Termination Date then in effect; (ii) the Administrative Agent has received the agreement to the extension, in writing, of the Borrower, the Replacement Banks and the Extension Class Banks (other than the Non-Extending Banks) (which may consist of the Borrower’s request for the extension in substantially the form of Exhibit “J”, the consent of each extending Extension Class Bank to the extension and the Transfer Supplement or other document executed by each Replacement Bank, if any, pursuant to Section 2.11(b)); and (iii) the Administrative Agent has received an Officer’s Certificate, dated no later than the Consent Date, to the effect that since the date of the most recent audited financial statements furnished to the Banks pursuant to Section 9.1 prior to the Consent Date, there has occurred no material adverse change in the business, operations, business prospects or financial condition of the Borrower and its Subsidiaries, taken as a whole; as of the date of said certificate, no Default has occurred or is continuing or will result from extending the Commitment Termination Date of the applicable Class; and, as of the date of said certificate, the representations and warranties made by the Borrower in Section 8 (excluding Section 8.4(b)) are true and correct with the same force and effect as if made on and as of such date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all respects as of such earlier date). Upon fulfillment of all conditions for extension of the Existing Commitment Termination Date of a Class, the Administrative Agent shall issue a letter to the Borrower stating that all conditions precedent to the extension of the Existing Commitment Termination Date of such Class have been fulfilled and setting forth the New Commitment Termination Date of such Class. (e) If the Existing Commitment Termination Date of a Class is not extended as aforesaid, the Borrower shall not be entitled to request any further extensions of the Existing Commitment Termination Date of such Class. If the Existing Commitment Termination Date of a Class is not extended with respect to a particular Non-Extending Bank pursuant to Section 2.11(a), then the existing Commitment of the applicable Class of a Non-Extending Bank shall continue until the Existing Commitment Termination Date (which shall be the Commitment Termination Date for the applicable Class for such Bank with respect to the Accommodations Outstanding of such Class together with all accrued interest and Fees and other amounts owing to such Bank with respect to such Class), at which time the aggregate Commitments of such Class of the Lenders so agreeing, and (B) subject to Section 2.06(f) hereof, Banks hereunder shall be reduced by the Commitment of such Class of each Lender such Non-Extending Bank, unless a Replacement Bank agrees to undertake the entire Commitment of such Class of the Non-Extending Bank (or, if a Replacement Bank undertakes only a portion of such Commitment, the aggregate Commitments shall be reduced by the portion not so agreeing shall expire on undertaken by the then expiring Revolving Replacement Bank), as provided in Section 2.11(b) pursuant to either a Transfer Supplement substantially in the form of Exhibit “C” hereto or an agreement otherwise in form and substance satisfactory to the Borrower and the Administrative Agent. Upon the occurrence of a Commitment Termination Date and of a Class with respect to a Non-Extending Bank, the Borrower shall pay or prepay on such day without premium or penalty all principal Accommodations Outstanding of such Lender's Loans Class together with all accrued interest thereon and all accrued facility and usage fees Fees and other amounts payable owing, in each case, to such Lender hereunder (includingBank with respect to such Class shall be paid by the Borrower in accordance with Section 4.1, without limitation, amounts payable pursuant unless a Replacement Bank has agreed to Section 2.14 hereof as a result undertake the entire Commitment of such payment or prepaymentClass of the Non-Extending Bank (or, if a Replacement Bank has agreed to undertake only a portion of such Commitment, the portion of the Accommodations Outstanding of such Class together with all accrued interest and Fees and other amounts owing to such Bank with respect to such Class not undertaken by the Replacement Bank shall be paid by the Borrower in accordance with Section 4.1); provided, however, that.

Extension of Commitments. (ia) Not earlier than the date which is 60 days (but not later than 30 days) prior to the then existing Revolving Termination Date (the "Extension Request Notice Date")The Borrower may, the Borrower may deliver by notice to the Administrative ----------------------------- Agent (which shall promptly transmit the same deliver a copy to each Lenderof the Lenders) a notice (an "Extension Request") requesting given not less than 30 days and not more than 60 days prior to December 26, 2002, request that the Revolving Lenders extend the Commitment Termination Date be extended ----------------- for an additional period of not more than 364 days commencing on as specified in such notice. Any such notice shall specify any fees that the then existing Revolving Termination DateBorrower agrees to pay as consideration for such extension, any changes to the Applicable Facility Fee Rate, Applicable Margin, and/or Applicable Utilization Fee Rate that will apply during the term of such extension and the amendments, if any, to the covenants contained herein or other provisions hereof proposed by the Borrower to be applicable during the term of such extension. Not Each Lender shall, by notice to the Borrower and the Administrative Agent given not earlier than the date which is 30 days (but 30th day and not later than 20 days) the 15th day prior to the then existing Revolving Termination Date (the period from the Extension Request Notice Date to such dateDecember 26, the "Extension Request Period")2002, ------------------------ each Lender (in its sole and absolute discretion and after conducting an internal credit review of the Borrower) shall notify advise the Administrative Agent of and the Borrower whether or not it agrees to such Lender's willingness or unwillingness to so extend extension on the Revolving Termination Dateterms set forth in such notice. Any Lender which shall fail to that has not so notify advised the Administrative Agent within by such period day shall be deemed to have declined to agree to such extension. (b) If (and only if) Lenders (including any Lenders becoming parties to this Agreement as contemplated by the last sentence of paragraph (c) below) holding more than 50% of the Commitments in effect prior to such extension shall have agreed to extend the Revolving Commitment Termination DateDate (each such Lender being called an "Extending Lender", and Lenders not having so agreed being called "Non-Extending Lenders"), then, if the Borrower shall so elect in a notice delivered to the Administrative Agent not earlier than the 15th day and not later than the 10th day prior to December 26, 2002, the Commitment Termination Date shall be extended as to such Extending Lenders for the additional period and on the terms specified in the Borrower's notice provided for under paragraph (a) and, if such terms vary from those contained in this Agreement, the Borrower and the Extending Lenders shall enter into an amendment to this Agreement to be effective as of December 26, 2002, pursuant to which such terms shall be given effect as to the Borrower and the Extending Lenders and, to the extent consistent with Section 10.11, the other Lenders. (c) If less than all the Lenders consent to any extension request pursuant to paragraph (a), the Administrative Agent shall promptly so notify the Extending Lenders, and each Extending Lender may, in its sole discretion, give written notice to the Administrative Agent not later than 10 days prior to December 26, 2002, of the amount of the Non-Extending Lenders' Commitments, together with the corresponding amount of such Non-Extending Lenders' outstanding Loans and obligations and interests in respect of outstanding L/C Obligations (such corresponding amount of Loans and obligations and interests in respect of outstanding L/C Obligations being collectively referred to as the "Related Credit Extensions"), it is willing to accept and assume. If such Extending Lenders having are willing to accept and assume Commitments totaling and Related Credit Extensions in an aggregate amount equal that exceeds the amount of the Commitments and Related Credit Extensions of the Non-Extending Lenders, the Non-Extending Lenders' Commitments and Related Credit Extensions shall be allocated among Extending Lenders willing to at least 51% accept and assume such Commitments and Related Credit Extensions in such amounts as shall be agreed between the Borrower and the Administrative Agent, and such Commitments and Related Credit Extensions shall be assigned, accepted and assumed in accordance with the provisions of Section 10.10. If after giving effect to the assignments described above the full amount of the Commitments and Related Credit Extensions of the Non-Extending Lenders would not be assigned, accepted and assumed as set forth above prior to December 26, 2002, the Borrower may (i) arrange for one or more Extending Lenders or other assignees eligible to become Lenders hereunder (each, an "Extension Assuming Lender"), to accept and assume the unassigned amounts of the Commitments and Related Credit Extensions of the Non-Extending Lenders in accordance with Section 10.10 and become parties hereto with all the rights and obligations of Lenders hereunder, or (ii) subject to the requirements of paragraph (b) above, reduce the aggregate amount of the Commitments then to an amount equal to the aggregate amount of Commitments held by all Extending Lenders and Extension Assuming Lenders all as of December 26, 2002. On December 26, 2002: (i) the Extending Lenders and Extension Assuming Lenders shall pay to the Non-Extending Lenders the principal amount of any outstanding Loans made by such Non-Extending Lenders, and any outstanding amounts paid by such Non-Extending Lenders pursuant to Section 2.14(d), all as assigned, accepted and assumed in accordance with this paragraph (c), together with any accrued interest thereon as of December 26, 2002; (ii) any accrued fees and other amounts payable hereunder to any Non-Extending Lender as of December 26, 2002 shall be paid to such Non-Extending Lender by the Borrower or by such Extending Lenders and Extension Assuming Lenders, as may be agreed by such parties; and (iii) with respect to any such Extension Assuming Lender, the applicable processing and recordation fee required under Section 10.10 shall be paid. The Commitment of any Extension Assuming Lender shall in no event be less than $5,000,000 (subject to the fourth sentence of Section 10.10(b)) unless the Commitment of a Non-Extending Lender as of December 26, 2002 is less than $5,000,000, in which case such Extension Assuming Lender may accept and assume all of such lesser amount. Any such Non-Extending Lender's rights under Sections 2.13, 3.3, 8.3, 10.3, and 10.13, and its obligations under Section 9.6, shall survive such substitution as to matters occurring on or prior to December 26, 2002, (and if such Non-Extending Lender shall continue to have Loans outstanding after December 26, 2002, shall continue in effect agree following December 26, 2002). At least three Business Days prior to the proposed effective date of any extension of the Commitment Termination Date pursuant to this Section, (A) each Extension Assuming Lender, if any, shall deliver to the Borrower and the Administrative Agent an Assignment Agreement or other agreement in a form approved by the Administrative Agent and the Borrower evidencing such extension Extension Assuming Lender's Commitment and Related Credit Extensions, duly executed by notice such Extension Assuming Lender, such Non-Extending Lender a Commitment and Related Credit Extensions of which is being assigned to and accepted and assumed by such Extension Assuming Lender, the Borrower and the Administrative Agent, then (A) subject to clause (iii) below, the Revolving Termination Date shall be extended for an additional 364 days with respect to the Commitments of the Lenders so agreeing, and (B) subject each Extending Lender, if any, shall have delivered written confirmation satisfactory to Section 2.06(fthe Borrower and the Administrative Agent as to any increase in the amount of its Commitment and Related Credit Extensions resulting from its acceptance and assumption of all or a portion of the Commitments and Related Credit Extensions of the Non-Extending Lenders. As of and following the effective date of any extension made pursuant to this Section, each Extension Assuming Lender shall be a Lender for all purposes of this Agreement. (d) hereofThe decision to agree or withhold agreement to any requested extension of the Commitment Termination Date hereunder shall be at the sole discretion of each Lender. If the Commitment Termination Date shall have been extended as provided in paragraph (b) above, the Commitment of each any Non-Extending Lender shall terminate on December 26, 2002, and the term "Commitment Termination Date", as used herein, shall mean, as to the Related Credit Extensions of such Non-Extending Lender (to the extent not so agreeing shall expire on assumed pursuant to paragraph (c)), the then expiring Revolving Commitment Termination Date and the Borrower shall pay or prepay on such day without premium or penalty all principal of such Lender's Loans together with accrued interest thereon and all accrued facility and usage fees and other amounts payable in effect prior to giving effect to such Lender hereunder (including, without limitation, amounts payable pursuant to Section 2.14 hereof as a result of such payment or prepayment); provided, however, thatextension.

Extension of Commitments. (ia) Not earlier The Borrower may, by notice to the Administrative Agent in substantially the form of Exhibit “I” hereto given not less than 60 nor more than 90 days prior to the yearly anniversary date of the Effective Date, request that the then existing Commitment Termination Date (as applicable, the “Existing Commitment Termination Date”) be extended to a date which is 60 days (but not later than 30 days) prior to one year after the then existing Revolving Existing Commitment Termination Date (the "Extension Request Notice Date")as applicable, the “New Commitment Termination Date”). The Administrative Agent shall promptly advise each Bank of such request. Each Bank shall consider such request and may elect to extend or not to extend in its sole and independent discretion and may, at its option, conduct a full credit evaluation of the Borrower may deliver in considering such request. Each Bank agreeing to such extension (each an “Extending Bank”) shall notify the Administrative ----------------------------- Agent thereof (which shall promptly transmit notify the same Borrower) on or prior to each Lender) a notice (an "Extension Request") requesting that the Revolving Termination Date be extended ----------------- for an additional 364 days commencing on the then existing Revolving Termination Date. Not earlier than the date which is 30 days (but not later than 20 days) prior to the then existing Revolving Existing Commitment Termination Date (or if such 30th day is not a Business Day, then such notice may also be given on the period from next succeeding Business Day) (the Extension Request Notice “Consent Date”). Each Bank that determines not to extend the Existing Commitment Termination Date to such date, the "Extension Request Period"), ------------------------ each Lender (in its sole and absolute discretion and after conducting an internal credit review of the Borrowera “Non-Extending Bank”) shall notify the Administrative Agent (which shall notify the Borrower) of such Lender's willingness or unwillingness to so extend fact promptly after such determination (but in any event no later than the Revolving Termination Consent Date). Any Lender which Bank that does not advise the Administrative Agent on or before the Consent Date shall fail be deemed to so be a Non-Extending Bank until such Bank shall notify the Administrative Agent within as aforesaid that it agrees to such period extension. (b) The Borrower shall have the right at any time with the consent of the Administrative Agent (which consent will not be unreasonably withheld) to replace each Non-Extending Bank with one or more other lenders (each for purposes of this Section 2.10, a “Replacement Bank”), each of which Replacement Banks shall have entered into either a Transfer Supplement substantially in the form of Exhibit “C” hereto or an agreement otherwise in form and substance satisfactory to the Borrower and the Administrative Agent pursuant to which such Replacement Bank shall undertake all or any portion of the Commitment(s) of one or more Non-Extending Banks (if any such Replacement Bank is a Bank, its Commitment shall be deemed in addition to have declined to extend such Bank’s Commitment hereunder on such date). (c) If Banks holding Commitments (not including the Revolving Termination Date. If Lenders having Commitments totaling an amount equal to at least 51of the Replacement Banks) that aggregate more than 50% of the aggregate amount of the Commitments then in effect agree (not including the Commitments of the Replacement Banks) shall, by the Consent Date, have agreed to extend the Existing Commitment Termination Date, then, effective as of the Existing Commitment Termination Date, such extension by notice to the Administrative Agent, then (A) subject to clause (iii) below, the Revolving Existing Commitment Termination Date shall be extended as to the Extending Banks and any Replacement Bank only to the date so requested by the Borrower (provided, if such date is not a Business Day, then such Commitment Termination Date as so extended shall be the immediately preceding Business Day), the Commitment Termination Date shall be the New Commitment Termination Date as to the Extending Banks and any Replacement Bank only and each Replacement Bank shall thereupon become a “Bank” for all purposes of this Agreement. (d) Notwithstanding the foregoing, the extension of the Existing Commitment Termination Date shall not be effective with respect to any Bank unless: (i) Banks holding Commitments (not including the Commitments of the Replacement Banks) that aggregate more than 50% of the aggregate amount of the Commitments (not including the Commitments of the Replacement Banks) shall, by the Consent Date, have agreed to extend the Existing Commitment Termination Date then in effect; (ii) the Administrative Agent has received the agreement to the extension, in writing, of the Borrower, the Replacement Banks and the Banks (other than the Non-Extending Banks) (which may consist of the Borrower’s request for the extension in substantially the form of Exhibit “I”, the consent of each extending Bank to the extension and the Transfer Supplement or other document executed by each Replacement Bank, if any, pursuant to Section 2.9(b)); and (iii) the Administrative Agent has received an additional 364 days Officer’s Certificate, dated no later than the Consent Date, to the effect that since the date of the most recent audited financial statements furnished to the Banks pursuant to Section 9.1 prior to the Consent Date, there has occurred no material adverse change in the business, operations, business prospects or financial condition of the Borrower and its Subsidiaries, taken as a whole; as of the date of said certificate, no Default has occurred or is continuing or will result from extending the Commitment Termination Date; and, as of the date of said certificate, the representations and warranties made by the Borrower in Section 8 (excluding Section 8.4(b)) are true and correct with the same force and effect as if made on and as of such date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all respects as of such earlier date). Upon fulfillment of all conditions for extension of the Existing Commitment Termination Date, the Administrative Agent shall issue a letter to the Borrower stating that all conditions precedent to the extension of the Existing Commitment Termination Date have been fulfilled and setting forth the New Commitment Termination Date. (e) If the Existing Commitment Termination Date is not extended as aforesaid, the Borrower shall not be entitled to request any further extensions of the Existing Commitment Termination Date. If the Existing Commitment Termination Date is not extended with respect to a particular Non-Extending Bank pursuant to Section 2.10(a), then the existing Commitment of a Non-Extending Bank shall continue until the Existing Commitment Termination Date (which shall be the Commitment Termination Date for such Bank with respect to the Accommodations Outstanding together with all accrued interest and Fees and other amounts owing to such Bank), at which time the aggregate Commitments of the Lenders so agreeing, and (B) subject to Section 2.06(f) hereof, Banks hereunder shall be reduced by the Commitment of each Lender not so agreeing shall expire on such Non-Extending Bank, unless a Replacement Bank agrees to undertake the then expiring Revolving Termination Date entire Commitment of the Non-Extending Bank, as provided in Section 2.10(a), pursuant to either a Transfer Supplement substantially in the form of Exhibit “C” hereto or an agreement otherwise in form and substance satisfactory to the Borrower and the Borrower shall pay or prepay on such day without premium or penalty all principal of such Lender's Loans together with accrued interest thereon and all accrued facility and usage fees and other amounts payable to such Lender hereunder (including, without limitation, amounts payable pursuant to Section 2.14 hereof as a result of such payment or prepayment); provided, however, thatAdministrative Agent.

Extension of Commitments. (i) Not earlier than the date which is 60 days (but not later than 30 days) prior to the then existing Revolving Termination Date (the "Extension --------- Request Notice Date"), the Borrower may deliver to the Administrative ----------------------------- Agent ------------------- (which shall promptly transmit the same to each Lender) a notice (an "Extension --------- Request") requesting that the Revolving Termination Date be extended ----------------- for an ------- additional 364 days commencing on the then existing Revolving Termination Date. Not earlier than the date which is 30 days (but not later than 20 days) prior to the then existing Revolving Termination Date (the period from the Extension Request Notice Date to such date, the "Extension Request Period"), ------------------------ each Lender ------------------------ (in its sole and absolute discretion and after conducting an internal credit review of the Borrower) shall notify the Administrative Agent of such Lender's willingness or unwillingness to so extend the Revolving Termination Date. Any Lender which shall fail to so notify the Administrative Agent within such period shall be deemed to have declined to extend the Revolving Termination Date. If Lenders having Commitments totaling an amount equal to at least 51% of the aggregate amount of the Commitments then in effect agree to such extension by notice to the Administrative Agent, then (A) subject to clause (iii) below, the Revolving Termination Date shall be extended for an additional 364 days with respect to the Commitments of the Lenders so agreeing, and (B) subject to Section 2.06(f) hereof, the Commitment of each Lender not so agreeing shall expire on the then expiring Revolving Termination Date and the Borrower shall pay or prepay on such day without premium or penalty all principal of such Lender's Loans together with accrued interest thereon and all accrued facility and usage fees and other amounts payable to such Lender hereunder (including, without limitation, amounts payable pursuant to Section 2.14 hereof as a result of such payment or prepayment); provided, however, that

Extension of Commitments. (i) Not The Company shall have the right, upon no earlier than the date which is 60 days (but not no later than 30 45 days) prior to the then existing Revolving Termination Date (the "Extension Request Notice Date"), the Borrower may deliver ’ notice to the Administrative ----------------------------- Agent (which shall promptly transmit forward such notice to the same to each Lender) a notice (an "Extension Request") requesting that the Revolving Termination Date be extended ----------------- for an additional 364 days commencing on the then existing Revolving Termination Date. Not earlier than the date which is 30 days (but not later than 20 daysLenders) prior to each of the first two anniversaries of the Effective Date (each, a “Relevant Anniversary”), to request that the Termination Date then existing Revolving in effect (the “Current Termination Date”) be extended to the date one year after such Current Termination Date (the period from the Extension Request Notice Date to such extended date, the "Extension Request Period"an “Extended Termination Date”), ------------------------ each . (ii) Each Lender (acting in its sole and absolute individual discretion and after conducting an internal credit review of the Borrower) shall will use its reasonable efforts to notify the Administrative Agent of at least 20 days before the Relevant Anniversary whether it agrees to participate in such Lender's willingness or unwillingness to so extend the Revolving Termination Dateextension. Any Lender which shall fail to that does not so notify the Administrative Agent within that it agrees to such extension at least 20 days before the Relevant Anniversary (each, a “Declining Lender”) shall continue to be a Lender with a Commitment until the earlier of the Current Termination Date or until such Lender is replaced pursuant to clause (iii) of this subsection (d) (but shall not have any Commitment during any extended period to which it has not agreed). (iii) The Company shall have the right to replace, effective as of the Relevant Anniversary or the Current Termination Date, each Declining Lender with, and add as “Lenders” under this Agreement, one or more Additional Commitment Lenders with the approval of the Administrative Agent (not to be unreasonably withheld), each of which Additional Commitment Lenders shall have entered into an Additional Commitment Agreement pursuant to which such Additional Commitment Lender shall undertake a Commitment (if any such Additional Commitment Lender is a Lender, its Commitment shall be deemed in addition to such Lender’s Commitment hereunder), and such Additional Commitment Lender shall become a “Lender” for all purposes of this Agreement on the Relevant Anniversary or the Current Termination Date, as the case may be. (iv) If and only if the total of the Commitments of the Lenders that have declined so agreed to extend the Revolving Termination Date. If Lenders having Commitments totaling an amount equal , taking into account any Commitment increases pursuant to at least 51clause (iii) of this subsection (d), shall be more than 50% of the aggregate amount of the Commitments then in effect immediately prior to the Relevant Anniversary, the Current Termination Date shall be extended, effective as of the Relevant Anniversary, to the Extended Termination Date; provided that, if such Commitments shall be less than 100% of the aggregate amount of the Commitments in effect immediately prior to the Relevant Anniversary, the Borrowers shall have the right to rescind the request to so extend the Current Termination Date. The Borrowers agree to pay in full all amounts owing hereunder to each Declining Lender on the Relevant Anniversary or the Current Termination Date, as the case may be, on which such extension by notice to the Administrative Agent, then (A) subject Declining Lender is replaced as a Lender pursuant to clause (iii) belowof this subsection (d). (v) Notwithstanding the foregoing, each extension of the Revolving Termination Date hereunder pursuant to this subsection (d) shall be extended for an additional 364 days with respect effective only if: (1) no Default or Event of Default has occurred and is continuing as of the date of the request pursuant to clause (i) above and the Relevant Anniversary; (2) all representations and warranties contained in Section 4.01 are true and correct in all material respects on and as of the date of the request pursuant to clause (i) above and the Relevant Anniversary, including without limitation the representation and warranty of the Borrowers as to the Commitments execution, delivery and performance by them of this Agreement and the Notes, taking into account such extension, having been duly authorized by all necessary corporate action (it being understood and agreed that any representation or warranty which expressly refers by its terms to a specified date shall be required to be true and correct in all material respects only as of such date); and (3) if on the Relevant Anniversary or the Current Termination Date there are Advances outstanding, appropriate adjustments shall be made among the Lenders so agreeing, and (B) subject to Section 2.06(f) hereof, cause the Commitment outstanding Advances to be held ratably by all Lenders in accordance with their respective Commitments as of each Lender not so agreeing shall expire on the then expiring Revolving Termination Date and the Borrower shall pay or prepay on such day without premium or penalty all principal of such Lender's Loans together with accrued interest thereon and all accrued facility and usage fees and other amounts payable to such Lender hereunder (including, without limitation, amounts payable pursuant to Section 2.14 hereof as a result of such payment or prepayment); provided, however, thatdate.

Extension of Commitments. (ia) Not earlier than the date which is 60 days (but not later than 30 days) prior to the then existing Revolving Termination Date (the "Extension Request Notice Date")The Borrower may, the Borrower may deliver by notice to the Administrative ----------------------------- Agent (which shall promptly transmit the same deliver a copy to each Lenderof the Lenders) a notice (an "Extension Request") requesting given not less than 30 days and not more than 60 days prior to the Commitment Termination Date then in effect, request that the Revolving Lenders extend the Commitment Termination Date be extended ----------------- for an additional period of not more than 364 days commencing on as specified in such notice. Any such notice shall specify any fees that the then existing Revolving Termination DateBorrower agrees to pay as consideration for such extension, any changes to the Applicable Facility Fee Rate, Applicable Margin, and/or Applicable Utilization Fee Rate that will apply during the term of such extension and the amendments, if any, to the covenants contained herein or other provisions hereof proposed by the Borrower to be applicable during the term of such extension. Not Each Lender shall, by notice to the Borrower and the Administrative Agent given not earlier than the date which is 30 days (but 30th day and not later than 20 days) the 15th day prior to the then existing Revolving Commitment Termination Date (the period from the Extension Request Notice Date to such datethen in effect, the "Extension Request Period"), ------------------------ each Lender (in its sole and absolute discretion and after conducting an internal credit review of the Borrower) shall notify advise the Administrative Agent of and the Borrower whether or not it agrees to such Lender's willingness or unwillingness to so extend extension on the Revolving Termination Dateterms set forth in such notice. Any Lender which shall fail to that has not so notify advised the Administrative Agent within by such period day shall be deemed to have declined to agree to such extension. (b) If (and only if) Lenders (including any Lenders becoming parties to this Agreement as contemplated by the last sentence of paragraph (c) below) holding more than 50% of the Commitments in effect prior to such extension shall have agreed to extend the Revolving Commitment Termination Date (each such Lender being called an "Extending Lender", and Lenders not having so agreed being called "Non-Extending Lenders"), then, if the Borrower shall so elect in a notice delivered to the Administrative Agent not earlier than the 15th day and not later than the 10th day prior to the Commitment Termination Date then in effect, the Commitment Termination Date shall be extended as to such Extending Lenders for the additional period and on the terms specified in the Borrower's notice provided for under paragraph (a) and, if such terms vary from those contained in this Agreement, the Borrower and the Extending Lenders shall enter into an amendment to this Agreement to be effective as of the Commitment Termination Date in effect prior to such extension pursuant to which such terms shall be given effect as to the Borrower and the Extending Lenders and, to the extent consistent with Section 10.11, the other Lenders. (c) If less than all the Lenders consent to any extension request pursuant to paragraph (a), the Administrative Agent shall promptly so notify the Extending Lenders, and each Extending Lender may, in its sole discretion, give written notice to the Administrative Agent not later than 10 days prior to the Commitment Termination Date in effect prior to giving effect to the extension provided for in paragraph (b) (the "Existing Commitment Termination Date") of the amount of the Non-Extending Lenders' Commitments, together with the corresponding amount of such Non-Extending Lenders' outstanding Loans and obligations and interests in respect of outstanding L/C Obligations (such corresponding amount of Loans and obligations and interests in respect of outstanding L/C Obligations being collectively referred to as the "Related Credit Extensions"), it is willing to accept and assume. If such Extending Lenders having are willing to accept and assume Commitments totaling and Related Credit Extensions in an aggregate amount equal that exceeds the amount of the Commitments and Related Credit Extensions of the Non-Extending Lenders, the Non-Extending Lenders' Commitments and Related Credit Extensions shall be allocated among Extending Lenders willing to at least 51% accept and assume such Commitments and Related Credit Extensions in such amounts as shall be agreed between the Borrower and the Administrative Agent, and such Commitments and Related Credit Extensions shall be assigned, accepted and assumed in accordance with the provisions of Section 10.10. If after giving effect to the assignments described above the full amount of the Commitments and Related Credit Extensions of the Non- Extending Lenders would not be assigned, accepted and assumed as set forth above prior to the Commitment Termination Date, the Borrower may (i) arrange for one or more Extending Lenders or other assignees eligible to become Lenders hereunder (each, an "Extension Assuming Lender"), to accept and assume the unassigned amounts of the Commitments and Related Credit Extensions of the Non- Extending Lenders in accordance with Section 10.10 and become parties hereto with all the rights and obligations of Lenders hereunder, or (ii) subject to the requirements of paragraph (b) above, reduce the aggregate amount of the Commitments then in effect agree to such extension by notice an amount equal to the Administrative Agentaggregate amount of Commitments held by all Extending Lenders and Extension Assuming Lenders all as of the Existing Commitment Termination Date. On the Existing Commitment Termination Date: (i) the Extending Lenders and Extension Assuming Lenders shall pay to the Non-Extending Lenders the principal amount of any outstanding Loans made by such Non-Extending Lenders, then and any outstanding amounts paid by such Non-Extending Lenders pursuant to Section 2.13(d), all as assigned, accepted and assumed in accordance with this paragraph (Ac), together with any accrued interest thereon as of the Existing Commitment Termination Date; (ii) subject any accrued fees and other amounts payable hereunder to clause (iii) below, any Non-Extending Lender as of the Revolving Existing Commitment Termination Date shall be extended for an additional 364 days paid to such Non-Extending Lender by the Borrower or by such Extending Lenders and Extension Assuming Lenders, as may be agreed by such parties; and (iii) with respect to any such Extension Assuming Lender, the Commitments applicable processing and recordation fee required under Section 10.10 shall be paid. The Commitment of any Extension Assuming Lender shall in no event be less than $5,000,000 (subject to the fourth sentence of Section 10.10(b)) unless the Commitment of a Non-Extending Lender as of the Lenders so agreeingExisting Termination Date is less than $5,000,000, in which case such Extension Assuming Lender may accept and assume all of such lesser amount. Any such Non-Extending Lender's rights under Sections 2.12, 3.3, 8.3, 10.3, and 10.13, and its obligations under Section 9.6, shall survive such substitution as to matters occurring on or prior to the Existing Commitment Termination Date (and if such Non-Extending Lender shall continue to have Loans outstanding after the Existing Commitment Termination Date, shall continue in effect following the Existing Commitment Termination Date). At least three Business Days prior to the proposed effective date of any extension of the Commitment Termination Date pursuant to this Section, (A) each Extension Assuming Lender, if any, shall deliver to the Borrower and the Administrative Agent an Assignment Agreement or other agreement in a form approved by the Administrative Agent and the Borrower evidencing such Extension Assuming Lender's Commitment and Related Credit Extensions, duly executed by such Extension Assuming Lender, such Non-Extending Lender a Commitment and Related Credit Extensions of which is being assigned to and accepted and assumed by such Extension Assuming Lender, the Borrower and the Administrative Agent, and (B) subject each Extending Lender, if any, shall have delivered written confirmation satisfactory to Section 2.06(fthe Borrower and the Administrative Agent as to any increase in the amount of its Commitment and Related Credit Extensions resulting from its acceptance and assumption of all or a portion of the Commitments and Related Credit Extensions of the Non-Extending Lenders. As of and following the effective date of any extension made pursuant to this Section, each Extension Assuming Lender shall be a Lender for all purposes of this Agreement. (d) hereofThe decision to agree or withhold agreement to any requested extension of the Commitment Termination Date hereunder shall be at the sole discretion of each Lender. If the Commitment Termination Date shall have been extended as provided in paragraph (b) above, the Commitment of each any Non-Extending Lender not so agreeing shall expire terminate on the then expiring Revolving Existing Commitment Termination Date Date, and the Borrower term "Maturity Date", as used herein, shall pay or prepay on such day without premium or penalty all principal mean, as to the Related Credit Extensions of such Lender's Loans together with accrued interest thereon and all accrued facility and usage fees and other amounts payable Non-Extending Lender (to the extent not assumed pursuant to paragraph (c)), the Maturity Date in effect prior to giving effect to such Lender hereunder (including, without limitation, amounts payable pursuant to Section 2.14 hereof as a result of such payment or prepayment); provided, however, thatextension.

Extension of Commitments. (ia) Not The Borrower may, not earlier than the date which is 60 90 days (but and not later than 30 days) prior to 60 days before the then existing Revolving Commitment Termination Date (the "Extension Request Notice Date"), the Borrower may deliver by notice to the Administrative ----------------------------- Agent (which shall promptly transmit the same to each Lender) a notice (an "Extension Request") requesting request that the Revolving Commitment Termination Date then in effect (the “Existing Commitment Termination Date”) be extended ----------------- for an additional to the date 364 days commencing on after the then existing Revolving Existing Commitment Termination Date. Not earlier than The Administrative Agent shall promptly notify the date which is 30 days Lenders of such request. The Borrower may make this extension request only once. (but not later than 20 daysb) prior to the then existing Revolving Termination Date (the period from the Extension Request Notice Date to such dateEach Lender, the "Extension Request Period"), ------------------------ each Lender (in its sole and absolute discretion and after conducting an internal credit review of the Borrower) shall notify discretion, shall, by notice to the Administrative Agent of given not more than 60 nor less than 50 days before the Existing Commitment Termination Date, advise the Administrative Agent whether or not such Lender's willingness or unwillingness Lender agrees to such extension. A Lender that determines not to so extend the Revolving Termination Date. Any Lender which its Commitment shall fail to so notify the Administrative Agent within promptly after making such period determination and is herein called a “Non-Extending Lender”. If a Lender does not give timely notice to the Administrative Agent of whether or not such Lender agrees to such extension, it shall be deemed to be a Non-Extending Lender. (c) The Administrative Agent shall notify the Borrower of each Lender’s determination on or before the date 45 days before the Existing Commitment Termination Date. (d) If and only if (i) the total of the Commitments of Lenders that have declined agreed to extend the Revolving Termination Date. If Lenders having their Commitments totaling an amount equal to at least 51as herein provided is more than 75% of the aggregate amount of the Commitments then in effect agree to such extension by notice immediately prior to the Administrative AgentExisting Commitment Termination Date, and (ii) immediately prior to the Existing Commitment Termination Date no Default has occurred and is continuing and the representations and warranties of the Borrower set forth in Section 4.01 shall be true and correct in all material respects on and as of the Existing Commitment Termination Date as though made on and as of such date, then (A) subject to clause (iii) below, effective on the Revolving Existing Commitment Termination Date the Commitment Termination Date shall be extended for an additional to the date 364 days with respect to after the Commitments Existing Commitment Termination Date (or, if such day is not a Business Day, the immediately preceding Business Day) which date shall thereafter be the Commitment Table of the Lenders so agreeingContents Termination Date, and (B) subject to Section 2.06(f) hereof, provided that the Commitment of each Non-Extending Lender not so agreeing shall expire in any event terminate on the then expiring Revolving Existing Commitment Termination Date and the Borrower shall pay or prepay in full on such day without premium or penalty the Existing Termination Date all principal of such Lender's Loans together with accrued interest thereon and all accrued facility and usage fees and other amounts payable to such each Non-Extending Lender hereunder (including, without limitation, amounts payable pursuant to Section 2.14 hereof as a result of such payment or prepayment); provided, however, thathereunder.

Extension of Commitments. (i) Not earlier The Company may, on not more than two occasions during the date which is 60 days (but not later than 30 days) prior to the then existing Revolving Termination Date (the "Extension Request Notice Date")term of this Agreement, the Borrower may deliver by written notice to the Administrative ----------------------------- Agent (which shall promptly transmit the same deliver a copy to each Lender) a notice (an "Extension Request") requesting of the Lenders), request that the Revolving Termination Lenders extend the Maturity Date be extended ----------------- and the Commitments for an additional 364 days commencing on period of one year; provided that, after giving effect to any such extension, the then existing Revolving Termination Maturity Date as so extended may not be more than five years after the applicable Extension Closing Date. Not earlier than Each Lender shall, by notice to the date which is 30 days (but Company and the Administrative Agent given not later than 20 days) prior the 20th day after the date of the Administrative Agent’s receipt of the Company’s extension request, advise the Company whether or not it agrees to the then existing Revolving Termination Date requested extension (the period from the Extension Request Notice Date to such date, the "Extension Request Period"), ------------------------ each Lender (in its sole agreeing to a requested extension being called a “Consenting Lender” and absolute discretion each Lender declining to agree to a requested extension being called a “Declining Lender”). Any Lender that has not so advised the Company and after conducting an internal credit review of the Borrower) shall notify the Administrative Agent of by such Lender's willingness or unwillingness to so extend the Revolving Termination Date. Any Lender which shall fail to so notify the Administrative Agent within such period day shall be deemed to have declined to extend the Revolving Termination Date. If Lenders having Commitments totaling an amount equal to at least 51% of the aggregate amount of the Commitments then in effect agree to such extension by notice and shall be a Declining Lender. If Lenders constituting the Required Lenders shall have agreed to an extension request, then, effective as of the Extension Closing Date with respect thereto, the Maturity Date shall, as to the Administrative AgentConsenting Lenders, then (A) subject be extended to clause (iii) below, the Revolving Termination first anniversary of the Maturity Date theretofore in effect. The decision to agree or withhold agreement to any Maturity Date extension shall be extended for an additional 364 days with respect to at the Commitments sole discretion of the Lenders so agreeing, and (B) subject to Section 2.06(f) hereof, the each Lender. The Commitment of each any Declining Lender not so agreeing shall expire terminate on the then expiring Revolving Termination Maturity Date and in effect as to such Lender prior to giving effect to any such extension (such Maturity Date being called the Borrower shall pay or prepay on such day without premium or penalty all “Existing Maturity Date”). The principal amount of such Lender's any outstanding Loans made by Declining Lenders, together with any accrued interest thereon and all any accrued facility and usage fees and other amounts payable to or for the accounts of such Lender hereunder (includingDeclining Lenders hereunder, without limitationshall be due and payable on the applicable Existing Maturity Date. The Company shall have the right, amounts payable pursuant to and in accordance with Section 2.14 hereof as 2.16(b), at any time prior to any Existing Maturity Date, to replace a result Declining Lender with a Lender or other financial institution approved by the Administrative Agent (such approval not to be unreasonably withheld, conditioned or delayed) that will agree to a request for the extension of the Maturity Date, and any such payment or prepayment); providedreplacement Lender shall for all purposes constitute a Consenting Lender. Notwithstanding the foregoing, however, thatno extension of the Maturity Date pursuant to this paragraph shall become effective unless (the first date on which such consent of the

Extension of Commitments. (i) Not earlier than The Company may, so long as no Default then exists and the date which is 60 days (representations and warranties of the Borrowers contained herein are true and correct at the time of notice, at any time after the FirstSecond Amendment Effective Date but not later than 30 days) prior to the then existing Revolving Commitment Termination Date (the "Extension Request Notice “Existing Commitment Termination Date"”), propose to extend the Borrower may deliver to the Administrative ----------------------------- Agent (which shall promptly transmit the same to each Lender) a notice (an "Extension Request") requesting that the Revolving Existing Commitment Termination Date be extended ----------------- for an additional 364 days commencing on one year period measured from the then existing Revolving Existing Commitment Termination Date. Not earlier ; provided that in no event may the Company request more than two extensions of the date which is 30 days (but Commitment Termination Date pursuant to this Section 2.01(b)(i); and provided further that the Commitment Termination Date, after giving effect to any such extension, shall not be later than 20 days) prior five years after the effective date of such extension. The Administrative Agent shall promptly notify the Lenders of receipt of such request. Each Lender shall endeavor to the then existing Revolving Termination Date (the period from the Extension Request Notice Date respond to such daterequest, whether affirmatively or negatively (such determination in the "Extension Request Period"), ------------------------ each Lender (in its sole and absolute discretion and after conducting an internal credit review of the Borrower) shall notify the Administrative Agent of such Lender's willingness or unwillingness ), by notice to so extend the Revolving Termination Date. Any Lender which shall fail to so notify Company and the Administrative Agent within 30 days. Subject to the execution by the Borrowers, the Administrative Agent and such period Lenders of a duly completed Extension Agreement in substantially the form of Exhibit E, the Commitment Termination Date applicable to the Commitment of each Lender so affirmatively notifying the Company and the Administrative Agent shall be deemed to have declined to extend extended for the Revolving period specified above; provided that no Commitment Termination Date. If Date of any Lender shall be extended unless Lenders having Commitments totaling in an aggregate amount equal to at least 51% of the aggregate amount of the Commitments then in effect agree to at the time any such extension by is requested shall have elected so to extend their Commitments. (ii) Any Lender which does not give such notice to the Company and the Administrative Agent, then (A) subject to clause (iii) below, the Revolving Termination Date Agent shall be extended for an additional 364 days with respect deemed to the Commitments of the Lenders so agreeinghave elected not to extend as requested, and (B) subject to Section 2.06(f) hereof, the Commitment of each non-extending Lender shall terminate on its Commitment Termination Date determined without giving effect to such requested extension. The Company may, in accordance with Section 8.05, designate another bank or other financial institution (which may be, but need not so agreeing be, an extending Lender) to replace a non-extending Lender. On the date of termination of any L▇▇▇▇▇’s Commitment as contemplated by this paragraph, the respective participations of the other Lenders in all outstanding Letters of Credit and Swingline Loans shall expire be redetermined on the then expiring Revolving Termination Date basis of their respective Commitments after giving effect to such termination, and the Borrower participation therein of the Lender whose Commitment is terminated shall pay or terminate; provided that the Borrowers shall, if and to the extent necessary to permit such redetermination of participations in Letters of Credit and Swingline Loans within the limits of the Commitments which are not terminated, prepay on such day without premium date all or penalty a portion of the outstanding Loans or, to the extent that such redetermination cannot be effected within the limits of the Commitments even after all principal outstanding Loans have been prepaid, then the Borrowers shall Cash Collateralize the Letters of Credit to the extent of the excess, and such Lender's redetermination and termination of participations in outstanding Letters of Credit and Swingline Loans together with accrued interest thereon and all accrued facility and usage fees and other amounts payable to such Lender hereunder (including, without limitation, amounts payable pursuant to Section 2.14 hereof as a result of such payment or prepayment); provided, however, thatshall be conditioned upon their having done so.

Extension of Commitments. (i) Not earlier The Company may, on not more than two occasions during the date which is 60 days (but not later than 30 days) prior to the then existing Revolving Termination Date (the "Extension Request Notice Date")term of this Agreement, the Borrower may deliver by written notice to the Administrative ----------------------------- Agent (which shall promptly transmit the same deliver a copy to each Lender) a notice (an "Extension Request") requesting of the Lenders), request that the Revolving Termination Lenders extend the Maturity Date be extended ----------------- and the Commitments for an additional 364 days commencing on period of one year; provided that, after giving effect to any such extension, the then existing Revolving Termination Maturity Date as so extended may not be more than five years after the applicable Extension Closing Date. Not earlier than Each Lender shall, by notice to the date which is 30 days (but Company and the Administrative Agent given not later than 20 days) prior the 20th day after the date of the Administrative Agent’s receipt of the Company’s extension request, advise the Company whether or not it agrees to the then existing Revolving Termination Date requested extension (the period from the Extension Request Notice Date to such date, the "Extension Request Period"), ------------------------ each Lender (in its sole agreeing to a requested extension being called a “Consenting Lender” and absolute discretion each Lender declining to agree to a requested extension being called a “Declining Lender”). Any Lender that has not so advised the Company and after conducting an internal credit review of the Borrower) shall notify the Administrative Agent of by such Lender's willingness or unwillingness to so extend the Revolving Termination Date. Any Lender which shall fail to so notify the Administrative Agent within such period day shall be deemed to have declined to extend the Revolving Termination Date. If Lenders having Commitments totaling an amount equal to at least 51% of the aggregate amount of the Commitments then in effect agree to such extension by notice and shall be a Declining Lender. If Lenders constituting the Required Lenders shall have agreed to an extension request, then, effective as of the Extension Closing Date with respect thereto, the Maturity Date shall, as to the Administrative AgentConsenting Lenders, then (A) subject be extended to clause (iii) below, the Revolving Termination first anniversary of the Maturity Date theretofore in effect. The decision to agree or withhold agreement to any Maturity Date extension shall be extended for an additional 364 days with respect to at the Commitments sole discretion of the Lenders so agreeing, and (B) subject to Section 2.06(f) hereof, the each Lender. The Commitment of each any Declining Lender not so agreeing shall expire terminate on the then expiring Revolving Termination Maturity Date and in effect as to such Lender prior to giving effect to any such extension (such Maturity Date being called the Borrower shall pay or prepay on such day without premium or penalty all “Existing Maturity Date”). The principal amount of such Lender's any outstanding Loans made by Declining Lenders, together with any accrued interest thereon and all any accrued facility and usage fees and other amounts payable to or for the accounts of such Lender hereunder (includingDeclining Lenders hereunder, without limitationshall be due and payable on the applicable Existing Maturity Date. The Company shall have the right, amounts payable pursuant to and in accordance with Section 2.14 hereof 2.16(b), at any time prior to any Existing Maturity Date, to replace a Declining Lender with a Lender or other financial institution approved by the Administrative Agent, each Issuing Bank and the Swingline Lender (such approval not to be unreasonably withheld, conditioned or delayed) that will agree to a request for the extension of the Maturity Date, and any such replacement Lender shall for all purposes constitute a Consenting Lender. The Availability Period and the Maturity Date (without taking into consideration any extension pursuant to this Section 2.19), as a result such terms are used in reference to any Issuing Bank or any Letters of Credit issued by such Issuing Bank or the Swingline Lender or any Swingline Loans made by the Swingline Lender, may not be extended without the prior written consent of such payment Issuing Bank or prepayment); provided, however, thatthe

Extension of Commitments. (i) Not earlier The Company may, so long as no Default then exists and the representations and warranties of the Borrowers contained herein are true and correct at the time of notice, upon notice to the Administrative Agent not less than the date which is 60 days (but not later no more than 30 days) 90 days prior to any anniversary ofat any time after the ThirdFourth Amendment Effective Date but prior to the then existing Revolving Commitment Termination Date (the "Extension Request Notice “Existing Commitment Termination Date"”), propose to extend the Borrower may deliver to the Administrative ----------------------------- Agent (which shall promptly transmit the same to each Lender) a notice (an "Extension Request") requesting that the Revolving Existing Commitment Termination Date be extended ----------------- DatesDate for an additional 364 days commencing on one- year period measured from the Existing Commitment Termination Dates then existing Revolving in effectDate; provided that there shall be noin no event may the Company request more than two such extensions of the Commitment Termination Date pursuant to this Section 2.01(b)(i); and provided further that the Commitment Termination Date. Not earlier than the date which is 30 days (but , after giving effect to any such extension, shall not be later than 20 days) prior five years after the effective date of such extension. The Administrative Agent shall promptly notify the Lenders of receipt of such request. Each Lender shall endeavor to the then existing Revolving Termination Date (the period from the Extension Request Notice Date respond to such daterequest, whether affirmatively or negatively (such determination in the "Extension Request Period"), ------------------------ each Lender (in its sole and absolute discretion and after conducting an internal credit review of the Borrower) shall notify the Administrative Agent of such Lender's willingness or unwillingness ), by notice to so extend the Revolving Termination Date. Any Lender which shall fail to so notify Company and the Administrative Agent within 30 days. Subject to the execution by the Borrowers, the Administrative Agent and such period Lenders of a duly completed Extension Agreement in substantially the form of Exhibit E, the Commitment Termination Date applicable to the Commitment of each Lender so affirmatively notifying the Company and the Administrative Agent shall be deemed to have declined to extend extended for the Revolving period specified above; provided that no Commitment Termination Date. If Date of any Lender shall be extended unless Lenders having Commitments totaling in an aggregate amount equal to at least 51% of the aggregate amount of the Commitments then in effect agree to at the time any such extension by is requested shall have elected so to extend their Commitments. (ii) Any Lender which does not give such notice to the Company and the Administrative Agent, then (A) subject to clause (iii) below, the Revolving Termination Date Agent shall be extended for an additional 364 days with respect deemed to the Commitments of the Lenders so agreeinghave elected not to extend as requested, and (B) subject to Section 2.06(f) hereof, the Commitment of each non-extending Lender not so agreeing shall expire terminate on the then expiring Revolving its Commitment Termination Date and the Borrower shall pay or prepay on such day determined without premium or penalty all principal of such Lender's Loans together with accrued interest thereon and all accrued facility and usage fees and other amounts payable giving effect to such Lender hereunder requested extension. The Company may, in accordance with Section 8.06, designate another bank or other financial institution (includingwhich may be, without limitationbut need not be, amounts payable pursuant an extending Lender) to Section 2.14 hereof as replace a result of such payment or prepayment); provided, however, thatnon-extending

Extension of Commitments. (i) Not The Company shall have the right, upon no earlier than the date which is 60 days (but not no later than 30 45 days) prior to the then existing Revolving Termination Date (the "Extension Request Notice Date"), the Borrower may deliver ’ notice to the Administrative ----------------------------- Agent (which shall promptly transmit forward such notice to the same to each Lender) a notice (an "Extension Request") requesting that the Revolving Termination Date be extended ----------------- for an additional 364 days commencing on the then existing Revolving Termination Date. Not earlier than the date which is 30 days (but not later than 20 daysLenders) prior to each of the first two anniversaries of the Effective Date (each, a “Relevant Anniversary”), to request that the Termination Date then existing Revolving in effect (the “Current Termination Date”) be extended to the date one year after such Current Termination Date (the period from the Extension Request Notice Date to such extended date, the "Extension Request Period"an “Extended Termination Date”), ------------------------ each . (ii) Each Lender (acting in its sole and absolute individual discretion and after conducting an internal credit review of the Borrower) shall will use its reasonable efforts to notify the Administrative Agent of at least 20 days before the Relevant Anniversary whether it agrees to participate in such Lender's willingness or unwillingness to so extend the Revolving Termination Dateextension. Any Lender which shall fail to that does not so notify the Administrative Agent within that it agrees to such extension at least 20 days before the Relevant Anniversary (each, a “Declining Lender”) shall continue to be a Lender with a Commitment until the earlier of the Current Termination Date or until such Lender is replaced pursuant to clause (iii) of this subsection (c) (but shall not have any Commitment during any extended period to which it has not agreed). The Administrative Agent shall notify the Company not later than 15 days prior to the Relevant Anniversary of the decision of the Lenders regarding the Company’s request for an extension of the Termination Date. (iii) The Company shall have the right to replace, effective as of the Relevant Anniversary or the Current Termination Date, each Declining Lender with, and add as “Lenders” under this Agreement, one or more Additional Commitment Lenders with the approval of the Administrative Agent (not to be unreasonably withheld or delayed), each of which Additional Commitment Lenders shall have entered into an Additional Commitment Agreement pursuant to which such Additional Commitment Lender shall undertake a Commitment (if any such Additional Commitment Lender is a Lender, its Commitment shall be deemed in addition to such Lender’s Commitment hereunder), and such Additional Commitment Lender shall become a “Lender” for all purposes of this Agreement on the Relevant Anniversary or the Current Termination Date, as the case may be. (iv) If and only if the total of the Commitments of the Lenders that have declined so agreed to extend the Revolving Termination Date. If Lenders having Commitments totaling an amount equal , taking into account any Commitment increases pursuant to at least 51clause (iii) of this subsection (c), shall be more than 50% of the aggregate amount of the Commitments then in effect immediately prior to the Relevant Anniversary, the Current Termination Date shall be extended, effective as of the Relevant Anniversary, to the Extended Termination Date; provided that, if such Commitments shall be less than 100% of the aggregate amount of the Commitments in effect immediately prior to the Relevant Anniversary, the Borrowers shall have the right to rescind the request to so extend the Current Termination Date. The Borrowers agree to pay in full all amounts owing hereunder to each Declining Lender on the Relevant Anniversary or the Current Termination Date, as the case may be, on which such extension by notice to the Administrative Agent, then (A) subject Declining Lender is replaced as a Lender pursuant to clause (iii) belowof this subsection (c). (v) Notwithstanding the foregoing, each extension of the Revolving Termination Date hereunder pursuant to this subsection (c) shall be extended for an additional 364 days with respect effective only if: (1) no Default or Event of Default has occurred and is continuing as of the date of the request pursuant to clause (i) above and the Relevant Anniversary; (2) all representations and warranties contained in Section 4.01 are true and correct in all material respects on and as of the date of the request pursuant to clause (i) above and the Relevant Anniversary, including without limitation the representation and warranty of the Borrowers as to the Commitments execution, delivery and performance by them of this Agreement and the Notes, taking into account such extension, having been duly authorized by all necessary corporate action (it being understood and agreed that any representation or warranty which expressly refers by its terms to a specified date shall be required to be true and correct in all material respects only as of such date); and (3) if on the Relevant Anniversary or the Current Termination Date there are Advances outstanding, appropriate adjustments shall be made among the Lenders so agreeing, and (B) subject to Section 2.06(f) hereof, cause the Commitment outstanding Advances to be held ratably by all Lenders in accordance with their respective Commitments as of each Lender not so agreeing shall expire on the then expiring Revolving Termination Date and the Borrower shall pay or prepay on such day without premium or penalty all principal of such Lender's Loans together with accrued interest thereon and all accrued facility and usage fees and other amounts payable to such Lender hereunder (including, without limitation, amounts payable pursuant to Section 2.14 hereof as a result of such payment or prepayment); provided, however, thatdate.

Extension of Commitments. (ia) Not earlier One time during each period from the date that is 90 days prior to each Anniversary Date to the date that is 30 days prior to each such Anniversary Date (but in any case not more than three times during the term of this Agreement), the Borrowers may, by written notice (an “Extension Request”) given to the Agent, request that the Stated Termination Date be extended. Each such Extension Request shall contemplate an extension of the Stated Termination Date to a date that is one year after the Stated Termination Date then in effect. (b) The Agent shall promptly advise each Bank of its receipt of any Extension Request. Each Bank may, in its sole discretion, consent to a requested extension by giving written notice thereof to the Agent by not later than the date which is 60 days (but not later than 30 days) prior to the then existing Revolving Termination Date (the "“Extension Request Notice Confirmation Date"), ”) that is 20 days after the Borrower may deliver to date of the Administrative ----------------------------- Agent (which shall promptly transmit the same to each Lender) a notice (an "Extension Request") requesting , which consent shall be irrevocable when given. Each Bank that the Revolving Termination Date be extended ----------------- for an additional 364 days commencing on the then existing Revolving Termination Date. Not earlier than the date which is 30 days (but does not later than 20 days) prior to the then existing Revolving Termination Date (the period from the Extension Request Notice Date consent to such date, the "Extension Request Period"), ------------------------ each Lender extension (in its sole and absolute discretion and after conducting an internal credit review of the Borrowera “Non-Extending Bank”) shall notify ​ ​ the Administrative Agent of such Lender's willingness fact promptly after such determination (but in any event no later than the Extension Confirmation Date) and any Bank that does not so advise the Agent on or unwillingness to so extend before the Revolving Termination Date. Any Lender which shall fail to so notify the Administrative Agent within such period Extension Confirmation Date shall be deemed to have declined be a Non-Extending Bank. The election of any Bank to extend agree to such extension (each such Bank is herein called an “Extending Bank”) shall not obligate any other Bank to so agree. Subject to the Revolving Termination Date. If Lenders having Commitments totaling an amount equal Company’s right to at least 51% of replace a Bank pursuant to ‎Section 2.21, if the aggregate amount of Commitments of the Commitments then in effect agree Banks that have agreed to such extension by notice to the Administrative Agent, then (A) subject to clause (iii) below, the Revolving extend their Stated Termination Date shall be extended for an additional 364 days with respect more than 50% of the Total Commitments in effect immediately prior to the Commitments applicable Anniversary Date, then, promptly following the opening of business on the first Business Day following the applicable Extension Confirmation Date, the Agent shall notify the Company in writing as to whether the requested extension has been granted (such written notice being an “Extension Confirmation Notice”) and, if granted, such extension shall become effective upon the issuance of the Lenders so agreeingExtension Confirmation Notice. The Agent shall promptly thereafter provide a copy of such Extension Confirmation Notice to each Bank. If such extension is not granted, the Agent shall give the Company notice of the identity of any non-consenting Banks. If the Company replaces one or more non-consenting Banks pursuant to the provisions of ‎Section 2.21, and any such replacement Bank becomes a Bank on or before the earlier of (Bi) subject 30 days after the Extension Confirmation Date and (b) 5 days before the applicable Anniversary Date, and consents to Section 2.06(fthe Extension Request at the time it becomes a Bank, such consent shall be effective retroactively as of the Extension Confirmation Date. (c) hereofIn connection with any extension of the Stated Termination Date, the Commitment of Company, the Agent and each Lender not so agreeing shall expire on Bank may make such technical and conforming modifications to this Agreement as the then expiring Revolving Termination Date Agent and the Borrower shall pay or prepay on such day without premium or penalty all principal of such Lender's Loans together with accrued interest thereon and all accrued facility and usage fees and other amounts payable Company determine to such Lender hereunder (including, without limitation, amounts payable pursuant be reasonably necessary to Section 2.14 hereof as a result of such payment or prepayment); provided, however, thatevidence the extension.

Extension of Commitments. (i) Not earlier The Company may, on not more than two occasions during the date which is 60 days (but not later than 30 days) prior to the then existing Revolving Termination Date (the "Extension Request Notice Date")term of this Agreement, the Borrower may deliver by written notice to the Administrative ----------------------------- Agent (which shall promptly transmit the same deliver a copy to each Lenderof the Lenders) a notice not less than 30 days and not more than 60 days prior to any anniversary of the Effective Date (an "Extension Request") requesting “Effectiveness Anniversary”), request that the Revolving Termination Lenders extend the Maturity Date be extended ----------------- and the Commitments for an additional 364 days commencing on period of one year. Each Lender shall, by notice to the then existing Revolving Termination Date. Not earlier than Company and the date which is 30 days (but Administrative Agent given not later than 20 days) prior the 20th day after the date of the Administrative Agent’s receipt of the Company’s extension request, advise the Company whether or not it agrees to the then existing Revolving Termination Date requested extension (the period from the Extension Request Notice Date to such date, the "Extension Request Period"), ------------------------ each Lender (in its sole agreeing to a requested extension being called a “Consenting Lender” and absolute discretion each Lender declining to agree to a requested extension being called a “Declining Lender”). Any Lender that has not so advised the Company and after conducting an internal credit review of the Borrower) shall notify the Administrative Agent of by such Lender's willingness or unwillingness to so extend the Revolving Termination Date. Any Lender which shall fail to so notify the Administrative Agent within such period day shall be deemed to have declined to extend the Revolving Termination Date. If Lenders having Commitments totaling an amount equal to at least 51% of the aggregate amount of the Commitments then in effect agree to such extension by notice and shall be a Declining Lender. If Lenders constituting the Required Lenders shall have agreed to an extension request, then the Maturity Date shall, as to the Administrative AgentConsenting Lenders, then (A) subject be extended to clause (iii) below, the Revolving Termination first anniversary of the Maturity Date theretofore in effect. The decision to agree or withhold agreement to any Maturity Date extension shall be extended for an additional 364 days with respect to at the Commitments sole discretion of the Lenders so agreeing, and (B) subject to Section 2.06(f) hereof, the each Lender. The Commitment of each any Declining Lender not so agreeing shall expire terminate on the then expiring Revolving Termination Maturity Date and in effect as to such Lender prior to giving effect to any such extension (such Maturity Date being called the Borrower shall pay or prepay on such day without premium or penalty all “Existing Maturity Date”). The principal amount of such Lender's any outstanding Loans made by Declining Lenders, together with any accrued interest thereon and all any accrued facility and usage fees and other amounts payable to or for the accounts of such Lender hereunder (includingDeclining Lenders hereunder, without limitationshall be due and payable on the applicable Existing Maturity Date. The Company shall have the right, amounts payable pursuant to and in accordance with Section 2.14 hereof 2.16(b), at any time prior to any Existing Maturity Date, to replace a Declining Lender with a Lender or other financial institution approved by the Administrative Agent (such approval not to be unreasonably withheld, conditioned or delayed) that will agree to a request for the extension of the Maturity Date, and any such replacement Lender shall for all purposes constitute a Consenting Lender. Notwithstanding the foregoing, no extension of the Maturity Date pursuant to this paragraph shall become effective unless (A) the conditions set forth in Sections 4.02(a) (but without giving effect to the parenthetical therein) and 4.02(b) shall be satisfied (with all references in such paragraphs to a Borrowing being deemed to be references to such extension) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Company, (B) the Administrative Agent shall have received an opinion of counsel for the Company as a result to the power and authority of the Company to borrow and perform its obligations hereunder after giving effect to such extension, and (C) all fees and expenses owing in respect of such payment or prepayment); provided, however, thatextension to the Administrative Agent and the Lenders shall have been paid.

Extension of Commitments. (ia) Not earlier than the date which is 60 days (but not later than 30 days) prior The Borrower may, by written notice to the then existing Revolving Termination Date (the "Extension Request Notice Date"), the Borrower may deliver to the Administrative ----------------------------- Agent (which shall promptly transmit the same deliver a copy to each Lenderof the Lenders), given not more than sixty (60) a notice days nor less than thirty (an 30) days prior to any anniversary of the Closing Date while the Revolving Credit Commitments are in effect, request that the Lenders extend the then scheduled Maturity Date (the "Extension RequestExisting Date") requesting that the Revolving Termination Date be extended ----------------- for an additional 364 days commencing on the then existing Revolving Termination Dateone-year period. Not earlier than the date which is 30 days (but not later than 20 days) prior Each Lender shall, by notice to the then existing Revolving Termination Date Borrower and the Agent given within fifteen (15) Business Days after the period from Borrower gives such notice, advise the Extension Request Notice Date Borrower and the Agent whether or not such Lender consents to such date, the "Extension Request Period"), ------------------------ each Lender extension request (in its sole and absolute discretion and after conducting an internal credit review of the Borrower) shall notify the Administrative Agent of such Lender's willingness or unwillingness to so extend the Revolving Termination Date. Any any Lender which shall fail to so notify the Administrative Agent within does not respond during such 15-Business-Day period shall be deemed to have declined advised the Borrower that it will not agree to such extension). (b) In the event that, on the 15th Business Day after Borrower gives the notice described in subsection (a) above, not all of the Lenders shall have agreed to extend their Revolving Credit Commitments, the Borrower shall notify each of the consenting Lenders ("Consenting Lenders") of the amount of the Revolving Termination DateCredit Commitments of the non-extending Lenders ("Non-Consenting Lenders") and each of such Consenting Lenders shall, by notice to the Borrower and the Agent given within ten (10) Business Days after receipt of such notice, advise the Agent and Borrower whether or not such Lender wishes to purchase all or a portion of the Revolving Credit Commitments of the Non-Consenting Lenders (and any Lender which does not respond during such 10-Business-Day period shall be deemed to have rejected such offer). In the event that more than one Consenting Lender agrees to purchase all or a portion of such Revolving Credit Commitments, the Borrower and the Agent shall allocate such Revolving Credit Commitments among such Consenting Lenders so as to preserve, to the extent possible, the relative pro rata shares of the Consenting Lenders of the Revolving Credit Commitments prior to such extension request. If Consenting Lenders having do not elect to assume all of the Revolving Credit Commitments totaling an amount equal of the Non-Consenting Lenders, the Borrower shall have the right to arrange for one or more banks or other lending institutions (any such bank or lending institution being called a "New Lender"), to purchase the Revolving Credit Commitment of any Non-Consenting Lender. Each Non-Consenting Lender shall assign its Revolving Credit Commitment and the Loans outstanding hereunder to the Consenting Lender or New Lender purchasing such Revolving Credit Commitment in accordance with Section 11.6., in return for payment in full of all principal, interest and other amounts owing to such Non-Consenting Lender hereunder, on or before the Existing Date and, as of the effective date of such assignment, shall no longer be a party hereto, provided that each New Lender shall be subject to the approval of the Agent (which approval shall not be unreasonably withheld). If (and only if) Lenders (including New Lenders) holding Revolving Credit Commitments representing at least 5160% of the aggregate amount Revolving Credit Commitments on the date of such extension request shall have agreed in accordance with the Commitments then in effect agree terms hereof to such extension by notice to (the Administrative Agent"Continuing Lenders"), then (Ai) subject to clause (iii) below, the Revolving Termination Maturity Date shall be extended for an one additional 364 days with respect to year from the Commitments of the Lenders so agreeing, Existing Date and (Bii) subject to Section 2.06(f) hereof, the Commitment of each any Non-Consenting Lender which has not so agreeing been assigned to a Consenting Lender or a New Lender shall expire on terminate (with the then expiring Revolving Termination Date and result that the Borrower amount of the Total Commitments shall pay or prepay on such day without premium or penalty all principal be decreased by the amount of such Lender's Revolving Credit Commitment), and all Loans of such Non-Consenting Lender shall become due and payable, together with all interest accrued interest thereon and all accrued facility and usage fees and other amounts payable owed to such Non-Consenting Lender hereunder, on the Existing Date applicable to such Lender hereunder without giving effect to any extension of the Maturity Date. (including, without limitation, amounts payable c) The effective date of any extension of the Maturity Date shall be the date on which 60% of the Continuing Lenders have agreed to such extension in accordance with the terms of Section 2.5(b). (d) The extension by the Swing Line Lender of its Revolving Credit Commitment pursuant to this Section 2.14 hereof as a result of such payment or prepayment); provided, however, that2.5. shall automatically extend the Swing Line Commitment.