Common use of Extension of Facility Clause in Contracts

Extension of Facility. (a) P&G, by written notice to the Agent, may request an extension of the maturity of all Revolving Credit Advances outstanding on the Scheduled Termination Date by one year or two years (as selected by P&G) from its then scheduled expiration during which time all outstanding Advances on such Scheduled Termination Date shall convert into term loans; provided that such request is made at least 30 days, but not more than 60 days, prior to the Scheduled Termination Date. The Agent shall promptly notify each Lender of such request, and each Lender shall, in turn, in its sole discretion, not earlier than 30 days but not later than 20 days prior to the Scheduled Termination Date, notify P&G and the Agent in writing as to whether such Lender will consent to such extension, such notice to be in substantially the form of Exhibit G hereto. If any Lender shall fail to notify the Agent and P&G in writing of its consent to any such request for extension of the Scheduled Termination Date at least 20 days prior to the Scheduled Termination Date, such Lender shall be deemed to be a Non-Consenting Lender with respect to such request. The Agent shall notify P&G in writing not later than 15 days prior to the Scheduled Termination Date of the decision of the Lenders regarding P&G’s request for an extension of the Scheduled Termination Date. (b) If all the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.20, the Scheduled Termination Date shall, effective as of such date, be extended for the one or two year period selected by P&G in its initial request; provided that no Default shall have occurred and be continuing. If fewer than all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.20, the maturity of the Revolving Credit Advances outstanding on the Scheduled Termination Date shall, effective as of such date, 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 maturity of the Revolving Credit Advances outstanding on the Scheduled Termination Date is not extended as to any Lender pursuant to this Section 2.20 and the Commitment of such Lender is not assumed in accordance with subsection (c) of this Section 2.20 on or prior to the Scheduled Termination Date, the Commitment of such Non-Consenting Lender shall automatically terminate in whole on the Scheduled Termination Date without any further notice or other action by P&G, the Agent, such Lender or any other Person; provided that such Non-Consenting Lender’s rights under Sections 2.11, 2.14 and 8.04, and its obligations under Section 7.05, shall survive the Scheduled 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 P&G for any requested extension of the Scheduled Termination Date. (c) If fewer than all of the Lenders consent to any such request pursuant to subsection (a) of this Section 2.20, the Agent shall promptly so notify the Consenting Lenders, and each Consenting Lender may, in its sole discretion, give written notice to the Agent not later than 10 days prior to the Scheduled Termination Date of the amount of the Non-Consenting Lenders’ Commitments for which it is willing to accept an assignment. If the Consenting Lenders notify the Agent that they are willing to accept assignments of Commitments in an aggregate amount that exceeds the amount of the Commitments of the Non-Consenting Lenders, such Commitments shall be allocated among the Consenting Lenders willing to accept such assignments in such amounts as are agreed between P&G and the Agent. If after giving effect to the assignments of Commitments described above there remain any Commitments of Non-Consenting Lenders, P&G may arrange for one or more Consenting Lenders or other Persons that agree to an extension of the Termination Date (each, an “Assuming Extending Lender”) to assume, effective as of the Extension Date, any Non-Consenting Lender’s Commitment and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without expense to such Non-Consenting Lender; provided, however, that the amount of the Commitment of any such Assuming Extending Lender as a result of such substitution shall in no event be less than $10,000,000 unless the amount of the Commitment of such Non-Consenting Lender is less than $10,000,000, in which case such Assuming Extending Lender shall assume all of such lesser amount; and provided, further that: (i) any such Consenting Lender or Assuming Extending 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 Advances, 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; and (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. At least one Business Day prior to any Extension Date, (A) each such Assuming Extending Lender that was not a Lender prior to the Extension Date, if any, shall have delivered to P&G and the Agent an Assignment and Acceptance, duly executed by such Assuming Extending Lender, such non-Consenting Lender, P&G and the Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to P&G 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 2.20 shall have delivered to the Agent any Note or Notes held by such Non-Consenting Lender. Upon the payment or prepayment of all amounts referred to in subsections (i), (ii) and (iii) of this Section 2.20(c), each such Consenting Lender or Assuming Extending 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, and, except as otherwise provided above, the obligations of each such Non-Consenting Lender hereunder shall, by the provisions hereof, be released and discharged. (d) This Section 2.20 shall supersede any provisions of this Agreement (including, without limitation, Section 2.15 or 8.01) or any of the other Loan Documents to the contrary.

Extension of Facility. (a) P&G, Provided that no Event of Default is continuing the Company may on behalf of the Borrowers request once the extension of the First Termination Date for a further period of 24 Months to the Extended Termination Date by written sending a notice to the Agent, may request an extension Agent substantially in the form of Schedule 13 (Facility Extension Notice) (a “Facility Extension Notice”) requesting such extension. Any such Facility Extension Notice shall be delivered not later than 90 calendar days before the maturity of all Revolving Credit Advances outstanding on the Scheduled Termination Date by one year or two years (as selected by P&G) from its then scheduled expiration during which time all outstanding Advances on such Scheduled Termination Date shall convert into term loans; provided that such request is made at least 30 days, but not more than 60 days, prior to the Scheduled First Termination Date. The Agent A Facility Extension Notice shall promptly notify each Lender of such request, not be regarded as having been duly completed unless it is duly signed by the Company and each Lender shall, in turn, in its sole discretion, not earlier than 30 days but not later than 20 days prior to specifies the Scheduled Termination Date, notify P&G and the Agent in writing as to whether such Lender will consent to such extension, such notice to be in substantially the form of Exhibit G hereto. If any Lender shall fail to notify the Agent and P&G in writing of its consent to any such request for extension of the Scheduled Termination Date at least 20 days prior to the Scheduled Termination Date, such Lender shall be deemed to be a Non-Consenting Lender with respect to such request. The Agent shall notify P&G in writing not later than 15 days prior to the Scheduled Termination Date of the decision of the Lenders regarding P&G’s request for an extension of the Scheduled requested Extended Termination Date. (b) If all the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.20, the Scheduled Termination Date shall, effective as Upon receipt of such date, be extended for the one or two year period selected by P&G in its initial request; provided that no Default shall have occurred and be continuing. If fewer than all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.20, the maturity of the Revolving Credit Advances outstanding on the Scheduled Termination Date shall, effective as of such date, 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 maturity of the Revolving Credit Advances outstanding on the Scheduled Termination Date is not extended as to any Lender pursuant to this Section 2.20 and the Commitment of such Lender is not assumed in accordance with subsection (c) of this Section 2.20 on or prior to the Scheduled Termination Date, the Commitment of such Non-Consenting Lender shall automatically terminate in whole on the Scheduled Termination Date without any further notice or other action by P&G, the Agent, such Lender or any other Person; provided that such Non-Consenting Lender’s rights under Sections 2.11, 2.14 and 8.04, and its obligations under Section 7.05, shall survive the Scheduled 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 P&G for any requested extension of the Scheduled Termination Date. (c) If fewer than all of the Lenders consent to any such request pursuant to subsection (a) of this Section 2.20Facility Extension Notice, the Agent shall promptly so notify the Consenting LendersLenders immediately which, each individually and each Consenting Lender mayindependently, in its sole discretionshall, give written notice subject to the Agent not later than 10 days prior terms and conditions of this Clause 7.3, have full and unrestricted discretion in deciding whether to the Scheduled Termination Date of the amount of the Non-Consenting Lenders’ Commitments for which it is willing to accept an assignment. If the Consenting Lenders notify the Agent that they are willing to accept assignments of Commitments in an aggregate amount that exceeds the amount of the Commitments of the Non-Consenting Lenders, such Commitments shall be allocated among the Consenting Lenders willing to accept such assignments in such amounts as are agreed between P&G and the Agent. If after giving effect to the assignments of Commitments described above there remain any Commitments of Non-Consenting Lenders, P&G may arrange for one or more Consenting Lenders or other Persons that agree to an extension of the First Termination Date (eachwith respect to their Commitment on the terms set out in the Facility Extension Notice. Each Lender shall notify the Agent within 15 Business Days of receipt by the Agent of the Facility Extension Notice of its decision by returning the duly completed Annex I to the Facility Extension Notice. All Lenders must agree to the extension of the Facility from the First Termination Date to the Extended Termination Date. If not all Lenders agree to the extension, an “Assuming Extending Lender”) to assume, effective the Extension Option shall not have been validly exercised and the Facility will terminate as of the Extension First Termination Date. If all Lenders agree to the extension, any Non-Consenting Lender’s Commitment and all the extension shall, upon the payment of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without expense to such Non-Consenting Lender; provided, however, that the amount of the Commitment of any such Assuming Extending Lender as a result of such substitution shall in no event be less than $10,000,000 unless the amount of the Commitment of such Non-Consenting Lender is less than $10,000,000, in which case such Assuming Extending Lender shall assume all of such lesser amount; and provided, further that: (i) any such Consenting Lender or Assuming Extending 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 Advances, 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; and (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. At least one Business Day prior to any Extension Date, (A) each such Assuming Extending Lender that was not a Lender prior to the Extension Date, if any, shall have delivered to P&G and the Agent an Assignment and Acceptance, duly executed by such Assuming Extending Lender, such non-Consenting Lender, P&G and the Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to P&G and the Agent as to the increase in the amount of its Commitment, and (C) each Non-Consenting Lender being replaced extension fee pursuant to this Section 2.20 shall have delivered to the Agent any Note or Notes held by such Non-Consenting Lenderpara. Upon the payment or prepayment (b) of all amounts referred to in subsections Clause 12.5 (iIncrease and extension fee), (ii) become effective and (iii) of this Section 2.20(c), each such Consenting Lender or Assuming Extending Lender, as of the Extension Date, will be substituted for such Non-Consenting Lender under this Agreement valid and shall be a Lender binding for all purposes of this Agreement, without any further acknowledgment by or the consent of the other Lenders, and, except as otherwise provided above, the obligations of each such Non-Consenting Lender hereunder shall, by the provisions hereof, be released and discharged. (d) This Section 2.20 shall supersede any provisions of this Agreement (including, without limitation, Section 2.15 or 8.01) or any of the other Loan Documents to the contrary.

Extension of Facility. (a) P&GThe Borrower may, within 60 days, but no later than 45 days, prior to the Scheduled Commitment Termination Date, by written notice to the Administrative Agent, may make written request an extension of for the maturity of all Revolving Credit Advances outstanding on Lender to extend the Scheduled Commitment Termination Date by one year or two years (as selected by P&G) from its then scheduled expiration during which time all outstanding Advances on such to a date that is up to 364 days following the then-current Scheduled Termination Date shall convert into term loans; provided that such request is made at least 30 days, but not more than 60 days, prior to the Scheduled Commitment Termination Date. The Administrative Agent shall promptly notify each will give prompt notice to the Lender of such request, and each Lender shall, in turn, in its sole discretion, not earlier than 30 days but not later than 20 days prior to the Scheduled Termination Date, notify P&G and the Agent in writing as to whether such Lender will consent to such extension, such notice to be in substantially the form receipt of Exhibit G hereto. If any Lender shall fail to notify the Agent and P&G in writing of its consent to any such request for extension of the Scheduled Commitment Termination Date. The Lender shall make a determination, in its sole discretion, within 30 days of the Administrative Agent's receipt of such request for extension as to whether or not it will agree to extend the Scheduled Commitment Termination Date; provided, however, that the failure of the Lender to make a timely response to the Borrower's request for extension of the Scheduled Commitment Termination Date at least 20 days prior to the Scheduled Termination Date, such Lender shall be deemed to be constitute a Non-Consenting refusal by the Lender with respect to such request. The Agent shall notify P&G in writing not later than 15 days prior to extend the Scheduled Termination Date of the decision of the Lenders regarding P&G’s request for an extension of the Scheduled Commitment Termination Date. (b) If all the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.20The Borrower may, the Scheduled Termination Date shallwithin 270 days, effective as of such datebut not later than 90 days, be extended for the one or two year period selected by P&G in its initial request; provided that no Default shall have occurred and be continuing. If fewer than all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.20, the maturity of the Revolving Credit Advances outstanding on the Scheduled Termination Date shall, effective as of such date, 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 maturity of the Revolving Credit Advances outstanding on the Scheduled Termination Date is not extended as to any Lender pursuant to this Section 2.20 and the Commitment of such Lender is not assumed in accordance with subsection (c) of this Section 2.20 on or prior to the Scheduled Termination Facility Maturity Date, by written notice to the Commitment Administrative Agent, make written request for the Lender to extend the Scheduled Facility Maturity Date to a date that is up to two years after the then-current Scheduled Facility Maturity Date. The Administrative Agent will give prompt notice to the Lender of its receipt of such Non-Consenting Lender shall automatically terminate in whole on the Scheduled Termination Date without any further notice or other action by P&G, the Agent, such Lender or any other Person; provided that such Non-Consenting Lender’s rights under Sections 2.11, 2.14 and 8.04, and its obligations under Section 7.05, shall survive the Scheduled Termination Date request 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 P&G for any requested extension of the Scheduled Termination Facility Maturity Date. (c) If fewer than all of the Lenders consent to any such request pursuant to subsection (a) of this Section 2.20, the Agent . The Lender shall promptly so notify the Consenting Lenders, and each Consenting Lender maymake a determination, in its sole discretion, give written notice within 60 days of the Administrative Agent's receipt of such request for extension as to the Agent whether or not later than 10 days prior it will agree to extend the Scheduled Termination Date of the amount of the Non-Consenting Lenders’ Commitments for which it is willing to accept an assignment. If the Consenting Lenders notify the Agent that they are willing to accept assignments of Commitments in an aggregate amount that exceeds the amount of the Commitments of the Non-Consenting Lenders, such Commitments shall be allocated among the Consenting Lenders willing to accept such assignments in such amounts as are agreed between P&G and the Agent. If after giving effect to the assignments of Commitments described above there remain any Commitments of Non-Consenting Lenders, P&G may arrange for one or more Consenting Lenders or other Persons that agree to an extension of the Termination Date (each, an “Assuming Extending Lender”) to assume, effective as of the Extension Facility Maturity Date, any Non-Consenting Lender’s Commitment and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without expense to such Non-Consenting Lender; provided, however, that the amount failure of the Commitment Lender to make a timely response to the Borrower's request for extension of the Scheduled Facility Maturity Date shall be deemed to constitute a refusal by the Lender to extend the Scheduled Facility Maturity Date. (c) The Borrower shall promptly notify the Insurer in writing of any such Assuming Extending Lender as a result of such substitution shall in no event be less than $10,000,000 unless the amount extension of the Scheduled Commitment of such Non-Consenting Lender is less than $10,000,000, in which case such Assuming Extending Lender shall assume all of such lesser amount; and provided, further that: (i) any such Consenting Lender Termination Date or Assuming Extending 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 Advances, 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; and (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. At least one Business Day prior to any Extension Date, (A) each such Assuming Extending Lender that was not a Lender prior to the Extension Date, if any, shall have delivered to P&G and the Agent an Assignment and Acceptance, duly executed by such Assuming Extending Lender, such non-Consenting Lender, P&G and the Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to P&G and the Agent as to the increase in the amount of its Commitment, and (C) each Non-Consenting Lender being replaced Scheduled Facility Maturity Date pursuant to this Section 2.20 shall have delivered to the Agent any Note or Notes held by such Non-Consenting Lender. Upon the payment or prepayment of all amounts referred to in subsections (i), (ii) and (iii) of this Section 2.20(c), each such Consenting Lender or Assuming Extending 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, and, except as otherwise provided above, the obligations of each such Non-Consenting Lender hereunder shall, by the provisions hereof, be released and discharged2.3. (d) This Section 2.20 shall supersede any provisions of this Agreement (including, without limitation, Section 2.15 or 8.01) or any of the other Loan Documents to the contrary.

Extension of Facility. The Borrower may request (a) P&G, by in a written notice delivered to the Administrative Agent, may request an extension of the maturity of all Revolving Credit Advances outstanding on the Scheduled Termination Date by one year or two years (as selected by P&G) from its then scheduled expiration during which time all outstanding Advances on such Scheduled Termination Date shall convert into term loans; provided that such request is made at least 30 days, but not more than 60 days, prior to the Scheduled Termination Date. The Agent shall promptly notify each Lender of such request, and each Lender shall, in turn, in its sole discretion, not earlier than 30 days but not later than 20 days prior to the Scheduled Termination Date, notify P&G and the Agent in writing as to whether such Lender will consent to such extension, such notice to be in substantially the form of Exhibit G hereto. If any Lender shall fail to notify the Agent and P&G in writing of its consent to any such request for extension of the Scheduled Termination Date at least 20 days prior to the Scheduled Termination Date, such Lender shall be deemed to be a Non-Consenting Lender with respect to such request. The Agent shall notify P&G in writing not later than 15 days prior to the Scheduled Termination Date of the decision of the Lenders regarding P&G’s request for an extension of the Scheduled Termination Date. (b) If all the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.20, the Scheduled Termination Date shall, effective as of such date, be extended for the one or two year period selected by P&G in its initial request; provided that no Default shall have occurred and be continuing. If fewer than all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.20, the maturity of the Revolving Credit Advances outstanding on the Scheduled Termination Date shall, effective as of such date, 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 maturity of the Revolving Credit Advances outstanding on the Scheduled Termination Date is not extended as to any Lender pursuant to this Section 2.20 and the Commitment of such Lender is not assumed in accordance with subsection (c) of this Section 2.20 on or prior to the 30th calendar day, but not earlier than the 90th calendar day, prior to each Scheduled Facility Termination Date) that the Lenders extend the Scheduled Facility Termination Date for successive periods of 364 days. The Scheduled Facility Termination Date shall be extended accordingly if the Administrative Agent (acting pursuant to the instructions of all the Lenders, which instructions may be given or withheld in their sole and absolute discretion) notifies the Borrower that the then-current Scheduled Facility Termination Date shall be so extended for a period of 364 days. If any Lender instructs the Administrative Agent not to extend such date, or fails to give the Administrative Agent any instruction with respect to any such request, the Administrative Agent shall notify the Borrower that the Lenders have declined the request of the Borrower and the Scheduled Facility Termination Date shall not be so extended. If no such notice is received by the Borrower by the close of business on the 15th calendar day prior to the then-current Scheduled Facility Termination Date, the Commitment Lenders shall be deemed to have declined the request of such Non-Consenting Lender shall automatically terminate in whole on the Scheduled Termination Date without any further notice or other action by P&GBorrower. If the request is declined, the Agent, such Lender or any other Person; provided Borrower may request that such Non-Consenting Lender’s rights under Sections 2.11, 2.14 and 8.04, and its obligations under Section 7.05, shall survive the Scheduled 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 P&G for any requested extension of Administrative Agent promptly advise the Scheduled Termination Date. (c) If fewer than all Borrower of the Lenders consent that agreed to any such the extension request pursuant to subsection (a) of this Section 2.20, the Agent shall promptly so notify the Consenting Lenders, and each Consenting Lender may, in its sole discretion, give written notice to by the Agent not later than 10 days close of business on or before the 10th calendar day prior to the then-current Scheduled Facility Termination Date of the amount of the Non-Consenting Lenders’ Commitments for which it is willing to accept an assignment. If the Consenting Lenders notify the Agent Date, request that they are willing to accept assignments of Commitments in an aggregate amount that exceeds the amount of the Commitments of the Non-Consenting Lenders, such Commitments shall be allocated among the Consenting Lenders willing to accept such assignments in such amounts as are agreed between P&G and the Agent. If after giving effect to the assignments of Commitments described above there remain any Commitments of Non-Consenting Lenders, P&G may arrange for one or more Consenting Lenders or other Persons that agree to an extension of the Termination Date (each, an “Assuming Extending Lender”) Lenders consenting to assume, effective as of the Extension Date, extension request or any Non-Consenting Lender’s Commitment Investor acquire and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without expense to such Non-Consenting Lender; provided, however, that the amount of the Commitment of any such Assuming Extending Lender as a result of such substitution shall in no event be less than $10,000,000 unless the amount of the Commitment of such Non-Consenting Lender is less than $10,000,000, in which case such Assuming Extending Lender shall assume all or a ratable part of such lesser amount; each non-consenting Lender Commitment. Upon notice from the Administrative Agent that each non-consenting Lender has assigned its interest in its Advances and provided, further that: (i) any such Consenting its Commitment to another Lender or Assuming Extending Lender shall have paid to such Non-Consenting Lender (A) Investor, on or before the aggregate principal amount of, and any interest accrued and unpaid to close of business on the effective date of the assignment on, the outstanding Advances, 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; and (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. At least one Business Day prior to any Extension Date, (A) each such Assuming Extending Lender that was not a Lender 5th calendar day prior to the Extension then-current Scheduled Facility Termination Date, the Lenders shall be deemed to have accepted the request of the Borrower that the Scheduled Facility Termination Date be so extended. If no such notice is received, or if anythe Borrower does not timely request that the Administrative Agent solicit replacement of each the non-consenting Lender, the Lenders shall be deemed to have delivered to P&G declined the request and the Scheduled Facility Termination Date shall not be so extended. The Borrower will give the Collateral Agent an Assignment and Acceptance, duly executed by written notice of any extension of Scheduled Facility Termination Date within two Business Days of such Assuming Extending Lender, such non-Consenting Lender, P&G and the Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to P&G 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 2.20 shall have delivered to the Agent any Note or Notes held by such Non-Consenting Lender. Upon the payment or prepayment of all amounts referred to in subsections (i), (ii) and (iii) of this Section 2.20(c), each such Consenting Lender or Assuming Extending 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, and, except as otherwise provided above, the obligations of each such Non-Consenting Lender hereunder shall, by the provisions hereof, be released and dischargedextension. (d) This Section 2.20 shall supersede any provisions of this Agreement (including, without limitation, Section 2.15 or 8.01) or any of the other Loan Documents to the contrary.

Extension of Facility. (aA) P&G, The Obligors’ Agent may: (1) by written notice to the AgentAgent delivered not earlier than 60 calendar days, may but not later than 30 calendar days, before the first anniversary of the date of this Agreement, request (the “Year 1 Extension Request”) an extension of the maturity duration of all Revolving Credit Advances outstanding on the Scheduled Facility to the First Extended Termination Date Date; and/or (2) (whether or not it has previously submitted a Year 1 Extension Request) by one year or two years (as selected by P&G) from its then scheduled expiration during which time all outstanding Advances on such Scheduled Termination Date shall convert into term loans; provided that such request is made at least 30 written notice to the Agent delivered not earlier than 60 calendar days, but not more later than 60 30 calendar days, prior before the second anniversary of the date of this Agreement, request (the “Year 2 Extension Request” and, together with the Year 1 Extension Request, the “Extension Requests” and each an “Extension Request”) an extension of the duration of the Facility to the Scheduled Second Extended Termination Date. The For the avoidance of doubt, a Lender may consent to a Year 2 Extension Request irrespective of whether it consented to a Year 1 Extension Request. (B) Upon receipt of an Extension Request, the Agent shall promptly notify inform each Lender of such request, the terms of that Extension Request. (C) Each Extension Request shall be subject to the agreement of each Lender (the “Extending Lender”) with regards to itself and the consent of the other Lenders shall not be required to extend the Termination Date in respect of an Extending Lender. No Lender shall have any obligation to agree to an Extension Request and each Lender shall, in turnmay, in its sole absolute discretion, decide whether or not earlier than 30 days but not it wishes to agree to an Extension Request. Each Lender so requested shall give notice to the Agent (a “Notice of Extension”) no later than 20 days prior ten Business Days before the first anniversary of the date of this Agreement or, as the case may be, the second anniversary of the date of this Agreement whether or not it agrees to the Scheduled Termination Date, notify P&G and the Agent in writing as to whether such Lender will consent to such extension, such notice to be in substantially the form of Exhibit G heretoan Extension Request. If any a Lender shall fail to notify does not give a Notice of Extension within the Agent and P&G in writing of its consent to any such request for extension of the Scheduled Termination Date at least 20 days prior to the Scheduled Termination Datetime periods specified above, such that Lender shall be deemed to have refused its consent to the Extension Request and will be treated as a Non-Consenting Extending Lender with respect pursuant to such request. paragraph (E) below. (D) The Agent shall notify P&G in writing not later than 15 days prior to the Scheduled Termination Date Obligors’ Agent of the decision of each Lender, identifying those Lenders who have not given a Notice of Extension. The Obligors’ Agent shall, by no later than five Business Days before the Lenders regarding P&G’s request for first anniversary of the date of this Agreement or, as the case may be, the second anniversary of the date of this Agreement, notify the Agent in writing whether it confirms or withdraws the relevant Extension Request. If the Obligors’ Agent elects to confirm the relevant Extension Request (an “Extension Confirmation Notice”), which Extension Confirmation Notice must confirm that no Default is continuing as at the date of such Extension Confirmation Notice, then such Extension Request is irrevocable and the extension of the Scheduled Original Termination Date to the date requested in the relevant Extension Request will take effect in accordance with paragraph (F) below. (E) If a Lender: (1) notifies the Agent that it does not agree to an Extension Request; or (2) has failed to notify the Agent whether or not it agrees to an Extension Request, (in each case, a “Non-Extending Lender”) then, whether or not any other Lender does agree to that Extension Request, that Non-Extending Lender’s Commitments will be cancelled on the Original Termination Date, or, as the case may be, on the First Extended Termination Date, and that Non-Extending Lender’s participation in each Loan, together with accrued interest and all other amounts due or outstanding in relation to its participation under the Finance Documents shall be repaid or prepaid on the Original Termination Date or, as the case may be, on the First Extended Termination Date. (bF) If all Upon receipt by the Lenders consent in writing to any such request in accordance with subsection (a) Agent of this Section 2.20, the Scheduled Termination Date shall, effective as of such date, be extended for the one or two year period selected by P&G in its initial request; provided that no Default shall have occurred and be continuing. If fewer than all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.20, the maturity of the Revolving Credit Advances outstanding on the Scheduled Termination Date shall, effective as of such date, 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 maturity of the Revolving Credit Advances outstanding on the Scheduled Termination Date is not extended as to any Lender pursuant to this Section 2.20 and the Commitment of such Lender is not assumed in accordance with subsection (c) of this Section 2.20 on or prior to the Scheduled Termination Datean Extension Confirmation Notice, the Commitment of such Non-Consenting each Extending Lender shall automatically terminate will be extended to the date requested in whole the relevant Extension Request with effect from the date immediately following the first anniversary or second anniversary, as the case may be, of the date of this Agreement (each an “Extension Date”), unless an Event of Default is outstanding on the Scheduled Termination relevant Extension Date without any further notice or other action by P&G, in which case the Agent, such Lender or any other Person; provided that such Non-Consenting Lender’s rights under Sections 2.11, 2.14 and 8.04, and its obligations under Section 7.05, shall survive the Scheduled 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 P&G for any requested extension of the Scheduled Termination Dateshall not take effect. (cG) If fewer than all of The Company shall, on the Lenders consent to any such request pursuant to subsection (a) of this Section 2.20Extension Date, the Agent shall promptly so notify the Consenting Lenders, and each Consenting Lender may, in its sole discretion, give written notice pay to the Agent not later than 10 days prior to (for the Scheduled Termination Date account of the amount of the Non-Consenting Lenders’ Commitments for which it is willing to accept an assignment. If the Consenting Lenders notify the Agent that they are willing to accept assignments of Commitments in an aggregate amount that exceeds each Extending Lender calculated on the amount of the Commitments of that Extending Lender as at the Non-Consenting Lenders, such applicable Extension Date and by reference to the period for which the Commitments shall be allocated among the Consenting Lenders willing to accept such assignments in such amounts of that Existing Lender are extended) an extension fee as are agreed between P&G the Company and the Agent. If after giving effect to Extending Lenders at such time as documented in a separate Fee Letter. (H) The Agent shall promptly inform the assignments Obligors’ Agent and the Lenders of Commitments described above there remain any Commitments of Non-Consenting Lenders, P&G may arrange for one or more Consenting Lenders or other Persons that agree to an extension of the Termination Date (each, an “Assuming Extending Lender”) to assume, effective as of the Extension Date, any Non-Consenting Lender’s Commitment and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without expense to such Non-Consenting Lender; provided, however, that the amount of the Commitment of any such Assuming Extending Lender as a result of such substitution shall in no event be less than $10,000,000 unless the amount of the Commitment of such Non-Consenting Lender is less than $10,000,000, in which case such Assuming Extending Lender shall assume all of such lesser amount; and provided, further that: (i) any such Consenting Lender or Assuming Extending 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 AdvancesTotal Commitments, 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; and (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. At least one Business Day prior to any Extension Date, (A) each such Assuming Extending Lender that was not a Lender prior to the Extension Date, if any, shall have delivered to P&G and the Agent an Assignment and Acceptance, duly executed by such Assuming Extending Lender, such non-Consenting Lender, P&G and the Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to P&G and the Agent as to the increase in the amount of its Commitment, and (C) each Non-Consenting Lender being replaced reduced pursuant to this Section 2.20 shall have delivered to the Agent any Note or Notes held by such Non-Consenting Lender. Upon the payment or prepayment of all amounts referred to in subsections paragraph (i), (iiE) and (iii) of this Section 2.20(c), each such Consenting Lender or Assuming Extending 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, and, except as otherwise provided above, the obligations of each such Non-Consenting Lender hereunder shall, by the provisions hereof, be released and discharged. (d) This Section 2.20 shall supersede any provisions of this Agreement (including, without limitation, Section 2.15 or 8.01) or any of the other Loan Documents to the contrary.

Extension of Facility. (a) P&GThe Borrower may, by written notice delivered to the Agent, may request an extension of the maturity of all Revolving Credit Advances outstanding on the Scheduled Termination Date by one year or two years Operations Agent (as selected by P&G) from its then scheduled expiration during which time all outstanding Advances on such Scheduled Termination Date shall convert into term loans; provided that such request is made at least 30 days, but not more than 60 days, prior to the Scheduled Termination Date. The Agent who shall promptly notify each Lender of such request, and each Lender shall, in turn, in its sole discretion, not earlier than 30 days but not later than 20 days prior to the Scheduled Termination Date, notify P&G and the Agent in writing as to whether such Lender will consent to such extension, such notice to be Banks) in substantially the form of Exhibit G hereto. If any Lender shall fail to notify the Agent and P&G in writing of its consent to any such request for extension of the Scheduled Termination Date at least 20 D attached hereto no earlier than forty-five (45) days prior to the Scheduled Termination Date then in effect hereunder (the “Existing Termination Date”) but not later than thirty (30) days prior to the Existing Termination Date, request that each Bank extend the Termination Date for an additional 364 days from the Existing Termination Date. (b) Each Bank, acting in its sole discretion, shall, by notice to the Operations Agent given no later than the date (the “Notice Date”) that is twenty (20) days prior to the Existing Termination Date, advise the Operations Agent whether or not such Lender Bank agrees to such extension and each Bank that determines not to extend the Termination Date (a “Non-Extending Bank”) shall notify the Operations Agent of such fact promptly after such determination (but in any event no later than the Notice Date). Any Bank that does not so advise the Operations Agent on or before the Notice Date shall be deemed to be a Non-Consenting Lender with respect Extending Bank. The election of any Bank to agree to such request. extension shall not obligate any other Bank to agree to such extension. (c) The Operations Agent shall notify P&G the Borrower of each Bank’s determination under this Section promptly upon receiving notice from the Bank and in writing not any event no later than 15 the date that is fifteen (15) days prior to the Scheduled Existing Termination Date of (or, if such date is not a Business Day, on the decision of the Lenders regarding P&G’s request for an extension of the Scheduled Termination Datenext preceding Business Day). (bd) If all The Borrower shall have the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.20, right on or before the Scheduled Existing Termination Date to replace each Non-Extending Bank with, and add as “Banks” under this Agreement in place thereof, one or more Assignees (each, prior to the Existing Termination Date, an “Additional Commitment Bank”) with the approval of the Operations Agent (which approval shall not be unreasonably withheld). Each Additional Commitment Bank shall enter into an Assignment and Assumption pursuant to which such Additional Commitment Bank shall, effective as of such date, be extended for the one or two year period selected by P&G in its initial request; provided that no Default shall have occurred and be continuing. If fewer than all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.20, the maturity of the Revolving Credit Advances outstanding on the Scheduled Termination Date shall, effective as of such date, 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 maturity of the Revolving Credit Advances outstanding on the Scheduled Termination Date is not extended as to any Lender pursuant to this Section 2.20 and the Commitment of such Lender is not assumed in accordance with subsection (c) of this Section 2.20 on or prior to the Scheduled Existing Termination Date, the undertake a Commitment of (an “Additional Commitment”) and if any such Non-Consenting Lender Additional Commitment Bank is a Bank, its Additional Commitment shall automatically terminate be in whole on the Scheduled Termination Date without any further notice or other action by P&G, the Agent, such Lender or any other Person; provided that such Non-Consenting Lender’s rights under Sections 2.11, 2.14 and 8.04, and its obligations under Section 7.05, shall survive the Scheduled Termination Date for such Lender as to matters occurring prior addition to such Bank’s Commitment hereunder on such date. It is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by P&G for any requested extension of the Scheduled Termination Date. (ce) If fewer than all of the Lenders consent (and only if) at least one Bank or Additional Commitment Bank has agreed to any such request pursuant to subsection (a) of this Section 2.20, the Agent shall promptly so notify the Consenting Lenders, and each Consenting Lender may, in its sole discretion, give written notice to the Agent not later than 10 days prior to the Scheduled Termination Date of the amount of the Non-Consenting Lenders’ Commitments for which it is willing to accept an assignment. If the Consenting Lenders notify the Agent that they are willing to accept assignments of Commitments in an aggregate amount that exceeds the amount of the Commitments of the Non-Consenting Lenders, such Commitments shall be allocated among the Consenting Lenders willing to accept such assignments in such amounts as are agreed between P&G and the Agent. If after giving effect to the assignments of Commitments described above there remain any Commitments of Non-Consenting Lenders, P&G may arrange for one or more Consenting Lenders or other Persons that agree to an extension of extend the Termination Date (eachor become a “Bank” hereunder, an “Assuming Extending Lender”) to assumethen, effective as of the Extension Existing Termination Date, any Non-Consenting Lender’s Commitment and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without expense Existing Termination Date shall be extended to such Non-Consenting Lender; the date which is 364 days after the Existing Termination Date (provided, however, that the amount of the Commitment of any if such Assuming Extending Lender as a result of such substitution shall in no event be less than $10,000,000 unless the amount of the Commitment of such Non-Consenting Lender date is less than $10,000,000, in which case such Assuming Extending Lender shall assume all of such lesser amount; and provided, further that: (i) any such Consenting Lender or Assuming Extending 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 Advances, 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; and (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. At least one Business Day prior to any Extension Date, (A) each such Assuming Extending Lender that was not a Lender prior to Business Day, then such Termination Date as so extended shall be the Extension Datenext preceding Business Day) and each Additional Commitment Bank, if any, shall have delivered to P&G and the Agent an Assignment and Acceptance, duly executed by such Assuming Extending Lender, such non-Consenting Lender, P&G and the Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to P&G 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 2.20 shall have delivered to the Agent any Note or Notes held by such Non-Consenting Lender. Upon the payment or prepayment of all amounts referred to in subsections (i), (ii) and (iii) of this Section 2.20(c), each such Consenting Lender or Assuming Extending Lender, as of the Extension Date, will be substituted for such Non-Consenting Lender under this Agreement and shall be thereupon become a Lender “Bank” with a Commitment for all purposes of this Agreement, without any further acknowledgment by or the consent of the other Lenders, and, except as otherwise provided above, the obligations of each such Non-Consenting Lender hereunder shall, by the provisions hereof, be released and discharged. (df) This Section 2.20 Notwithstanding the foregoing, the extension of the Existing Termination Date shall supersede not be effective with respect to any provisions Bank unless: (i) no Default or Event of this Agreement Default has occurred and be continuing on the date of the notice requesting such extension, the Notice Date, the Existing Termination Date or after giving effect to the extension of the Existing Termination Date; (including, without limitation, Section 2.15 or 8.01ii) or any each of the representations and warranties of the Borrower in Article IV and the other Loan Documents are true and correct on and as of each of the date of the notice requesting such extension, the Notice Date, the Existing Termination Date and after giving effect to the extension of the Existing Termination Date with the same force and effect as if made on and as of each such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); and (iii) each Non-Extending Bank shall have been paid in full by the Borrower all amounts owing to such Bank by the Borrower hereunder on or before the Existing Termination Date. Even if the Existing Termination Date is extended as provided in this Section 2.08, the Commitment of each Non-Extending Bank shall terminate on the Existing Termination Date. This Section 2.08 shall supersede any provision of Section 9.06 to the contrary.

Extension of Facility. (a) P&GThe Borrower may, by written notice delivered to the Agent, may request an extension of the maturity of all Revolving Credit Advances outstanding on the Scheduled Termination Date by one year or two years Operations Agent (as selected by P&G) from its then scheduled expiration during which time all outstanding Advances on such Scheduled Termination Date shall convert into term loans; provided that such request is made at least 30 days, but not more than 60 days, prior to the Scheduled Termination Date. The Agent who shall promptly notify each Lender of such request, and each Lender shall, in turn, in its sole discretion, not earlier than 30 days but not later than 20 days prior to the Scheduled Termination Date, notify P&G and the Agent in writing as to whether such Lender will consent to such extension, such notice to be Banks) in substantially the form of Exhibit G hereto. If any Lender shall fail to notify the Agent and P&G in writing of its consent to any such request for extension of the Scheduled Termination Date at least 20 D attached hereto no earlier than forty-five (45) days prior to the Scheduled Termination Date then in effect hereunder (the “Existing Termination Date”) but not later than thirty (30) days prior to the Existing Termination Date, request that each Bank (including the Uncommitted Bank) extend the Termination Date for an additional 364 days from the Existing Termination Date. (b) Each Bank, acting in its sole discretion, shall, by notice to the Operations Agent given no later than the date (the “Notice Date”) that is twenty (20) days prior to the Existing Termination Date, advise the Operations Agent whether or not such Lender Bank agrees to such extension (and, to the extent the Bank has a Commitment and is also an Uncommitted Bank, whether any agreed upon extension is for its Commitment as well as an extension of its rights and obligations to make Uncommitted Loans) and each Bank that determines not to extend the Termination Date (a “Non-Extending Bank” in the case of Committed Loans, and a “Non Extending Uncommitted Bank” in the case of Uncommitted Loans) shall notify the Operations Agent of such fact promptly after such determination (but in any event no later than the Notice Date). Any Bank that does not so advise the Operations Agent on or before the Notice Date shall be deemed to be a Non-Consenting Lender with respect Extending Bank. The election of any Bank to agree to such request. extension shall not obligate any other Bank to agree to such extension. (c) The Operations Agent shall notify P&G the Borrower of each Bank’s determination under this Section promptly upon receiving notice from the Bank and in writing not any event no later than 15 the date that is fifteen (15) days prior to the Scheduled Existing Termination Date of (or, if such date is not a Business Day, on the decision of the Lenders regarding P&G’s request for an extension of the Scheduled Termination Datenext preceding Business Day). (bd) If all The Borrower shall have the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.20, right on or before the Scheduled Existing Termination Date to replace each Non-Extending Bank with, and add as “Banks” under this Agreement in place thereof, one or more Assignees (each, prior to the Existing Termination Date, an “Additional Commitment Bank”) with the approval of the Operations Agent (which approval shall not be unreasonably withheld). Each Additional Commitment Bank shall enter into an Assignment and Assumption pursuant to which such Additional Commitment Bank shall, effective as of the Existing Termination Date, undertake a Commitment (an “Additional Commitment”) and if any such Additional Commitment Bank is a Bank, its Additional Commitment shall be in addition to such Bank’s Commitment hereunder on such date. In addition, be extended for in the case of a Non-Extending Uncommitted Bank, the Borrower shall also have the right on or before the Existing Termination Date to replace such Non-Extending Uncommitted Bank with, and add as an “Uncommitted Bank” under this Agreement in place thereof, one or two year period selected by P&G in its initial request; provided that no Default shall have occurred and be continuing. If fewer than all more Assignees (each, prior to the Existing Termination Date, an “Additional Uncommitted Bank”) with the approval of the Lenders consent in writing Operations Agent (which approval shall not be unreasonably withheld). Each Additional Uncommitted Bank shall enter into an Assignment and Assumption pursuant to any which such request in accordance with subsection (a) of this Section 2.20, the maturity of the Revolving Credit Advances outstanding on the Scheduled Termination Date Additional Uncommitted Bank shall, effective as of such date, 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 maturity of the Revolving Credit Advances outstanding on the Scheduled Termination Date is not extended as to any Lender pursuant to this Section 2.20 and the Commitment of such Lender is not assumed in accordance with subsection (c) of this Section 2.20 on or prior to the Scheduled Existing Termination Date, the Commitment of such Non-Consenting Lender shall automatically terminate in whole on the Scheduled Termination Date without any further notice or other action by P&G, the Agent, such Lender or any other Person; provided that such Non-Consenting Lender’s rights under Sections 2.11, 2.14 and 8.04, and its obligations under Section 7.05, shall survive the Scheduled 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 P&G for any requested extension of the Scheduled Termination Datebecome an Uncommitted Bank hereunder. (ce) If fewer than all of the Lenders consent (and only if) at least one Bank or Additional Commitment Bank or Additional Uncommitted Bank has agreed to any such request pursuant to subsection (a) of this Section 2.20, the Agent shall promptly so notify the Consenting Lenders, and each Consenting Lender may, in its sole discretion, give written notice to the Agent not later than 10 days prior to the Scheduled Termination Date of the amount of the Non-Consenting Lenders’ Commitments for which it is willing to accept an assignment. If the Consenting Lenders notify the Agent that they are willing to accept assignments of Commitments in an aggregate amount that exceeds the amount of the Commitments of the Non-Consenting Lenders, such Commitments shall be allocated among the Consenting Lenders willing to accept such assignments in such amounts as are agreed between P&G and the Agent. If after giving effect to the assignments of Commitments described above there remain any Commitments of Non-Consenting Lenders, P&G may arrange for one or more Consenting Lenders or other Persons that agree to an extension of extend the Termination Date (eachor become a “Bank” hereunder, an “Assuming Extending Lender”) to assumethen, effective as of the Extension Existing Termination Date, any Non-Consenting Lender’s Commitment and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without expense Existing Termination Date shall be extended to such Non-Consenting Lender; the date which is 364 days after the Existing Termination Date (provided, howeverif such date is not a Business Day, that then such Termination Date as so extended shall be the amount of the next preceding Business Day) and each Additional Commitment of any such Assuming Extending Lender as a result of such substitution shall in no event be less than $10,000,000 unless the amount of the Commitment of such Non-Consenting Lender is less than $10,000,000, in which case such Assuming Extending Lender shall assume all of such lesser amount; and provided, further that: (i) any such Consenting Lender Bank or Assuming Extending 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 Advances, 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; and (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 hereunderAdditional Uncommitted Bank, as of the effective date of such assignment shall have been paid to such Non-Consenting Lender. At least one Business Day prior to any Extension Date, (A) each such Assuming Extending Lender that was not a Lender prior to the Extension Datecase may be, if any, shall have delivered to P&G and the Agent an Assignment and Acceptance, duly executed by such Assuming Extending Lender, such non-Consenting Lender, P&G and the Agent, thereupon become a “Bank” with a Commitment (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to P&G and the Agent as to the increase in the amount case of its Commitment, and (Can Additional Commitment Bank) each Non-Consenting Lender being replaced pursuant to this Section 2.20 shall have delivered to the Agent any Note or Notes held by such Non-Consenting Lender. Upon the payment or prepayment of all amounts referred to in subsections (i), (ii) and (iii) of this Section 2.20(c), each such Consenting Lender or Assuming Extending 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, and, except as otherwise provided above, the obligations of each such Non-Consenting Lender hereunder shall, by the provisions hereof, be released and discharged. (df) This Section 2.20 Notwithstanding the foregoing, the extension of the Existing Termination Date shall supersede not be effective with respect to any provisions Bank unless: (i) no Default or Event of this Agreement Default has occurred and be continuing on the date of the notice requesting such extension, the Notice Date, the Existing Termination Date or after giving effect to the extension of the Existing Termination Date; (including, without limitation, Section 2.15 or 8.01ii) or any each of the representations and warranties of the Borrower in Article IV and the other Loan Documents are true and correct on and as of each of the date of the notice requesting such extension, the Notice Date, the Existing Termination Date and after giving effect to the extension of the Existing Termination Date with the same force and effect as if made on and as of each such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); and (iii) each Non-Extending Bank and Non-Extending Uncommitted Bank shall have been paid in full by the Borrower all amounts owing to such Bank by the Borrower hereunder on or before the Existing Termination Date. Even if the Existing Termination Date is extended as provided in this Section 2.08, the Commitment of each Non-Extending Bank shall terminate on the Existing Termination Date. This Section 2.08 shall supersede any provision of Section 9.06 to the contrary.

Extension of Facility. (a) P&GThe Borrower may, by written notice from time to the Agenttime, may request an extension from each Lender (including any then Non-Extending Lender) (each, a “Requested Lender”) of the maturity then current Maturity Date of all Revolving Credit Advances outstanding on each such Requested Lender (each, a “Current Maturity Date” and the Scheduled Termination requested Maturity Date being the “New Maturity Date”) by one year or two years (as selected by P&G) from its then scheduled expiration during which time all outstanding Advances on such Scheduled Termination Date shall convert into term loans; provided that such request is made at least 30 days, but not more than 60 days, prior sending to the Scheduled Termination Date. The Administrative Agent at the Administrative Agent’s Branch of Account a Request for Extension and the Administrative Agent shall promptly forthwith notify each Lender the Requested Lenders of such request, . Any such request must provide that the New Maturity Date of all Requested Lenders be the same and each that the New Maturity Date not exceed 6 months (or such longer term as may be acceptable to all of the Extending Lenders) from the Extension Date. Each Requested Lender shall, in turn, in its sole discretion, not earlier than 30 days but not later than 20 days prior to shall advise the Scheduled Termination Date, notify P&G and the Administrative Agent in writing as to whether it agrees with such request within thirty (30) days of being so notified, provided that, in the event such Requested Lender will consent to does not so advise the Administrative Agent within such extensionthirty (30) day period, such notice to be in substantially the form of Exhibit G hereto. If any Lender shall fail to notify the Agent and P&G in writing of its consent to any such request for extension of the Scheduled Termination Date at least 20 days prior to the Scheduled Termination Date, such Requested Lender shall be deemed to be a Non-Consenting Lender have advised the Administrative Agent that it does not agree with respect to such request. The , and the Administrative Agent shall notify P&G forthwith (and, in writing not later than 15 days prior any event, within two (2) Business Days of the Administrative Agent having received from all Requested Lenders their decision or deemed decision with regard to the Scheduled Termination Date Request for Extension) advise the Borrower of the decision of Requested Lenders that have agreed to extend the Lenders regarding P&G’s request for an extension of Current Maturity Date (such date being the Scheduled Termination “Extension Date”). (b) If all Subject to Section 2.6(c), if a Requested Lender does not agree to extend the Lenders consent in writing Current Maturity Date applicable to any it (such request in accordance with subsection (a) of this Section 2.20, the Scheduled Termination Date shall, effective as of such date, be extended for the one or two year period selected by P&G in its initial request; provided that no Default shall have occurred and be continuing. If fewer than all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.20, the maturity of the Revolving Credit Advances outstanding on the Scheduled Termination Date shall, effective as of such date, be extended as to those Lenders that so consented (each a “Consenting Lender”) but shall not be extended as to any other Lender (each being a “Non-Consenting Extending Lender” and any Requested Lender agreeing to extend the Current Maturity Date applicable to it being an “Extending Lender”). To ) the extent that the maturity of the Revolving Credit Advances outstanding on the Scheduled Termination Date Borrower may, but is not extended obligated, to: (i) so long as there exists no Event of Default and subject to Section 10.6(c), repay all Advances Outstanding and other amounts owing hereunder to any Non-Extending Lender pursuant to this Section 2.20 and under the Commitment of such Lender is not assumed in accordance with subsection (c) of this Section 2.20 on or Credit Facility at any time prior to the Scheduled Termination Date, the Commitment Current Maturity Date of such Non-Consenting Extending Lender and upon such payment any Non-Extending Lender shall automatically terminate in whole on cease to be a Lender and its Commitment shall be terminated and the Scheduled Termination Date without any further notice or other action by P&G, Commitment reduced accordingly; or (ii) arrange for a replacement lender (which may be one of the Agent, such Lenders) to replace each Non-Extending ▇▇▇▇▇▇’s Advances Outstanding and its Lender or any other PersonCommitment under the Credit Facility; provided that any such replacement lender shall have been approved by the Administrative Agent (but only if it is not an existing Lender) (such approval not to be unreasonably withheld or delayed) and shall be novated into the Credit Documents in the place and stead of the Non-Extending Lender by execution of all necessary documentation at any time prior to the Current Maturity Date of such Non-Consenting Lender’s rights under Sections 2.11, 2.14 Extending Lender and 8.04, in respect of which the Lenders shall do all things and its obligations under Section 7.05, shall survive the Scheduled Termination Date for make all such Lender adjustments as are reasonably necessary to matters occurring prior to such date. It is understood and agreed that no Lender shall have any obligation whatsoever to agree give effect to any request made by P&G for any requested extension of the Scheduled Termination Datesuch replacement. (c) If fewer The Current Maturity Date shall not be extended in accordance with Section 2.6(a) if Requested Lenders holding more than all of the Lenders consent to any such request pursuant to subsection fifty percent (a50%) of this Section 2.20, the Agent shall promptly so notify the Consenting Lenders, and each Consenting Lender may, in its sole discretion, give written notice to the Agent not later than 10 days prior to the Scheduled Termination Date of the amount of the Non-Consenting Lenders’ Commitments for which it is willing to accept an assignment. If the Consenting Lenders notify the Agent that they are willing to accept assignments of Commitments in an aggregate amount that exceeds the amount of the Commitments of all Requested Lenders do not agree or are deemed not to agree to extend the Non-Consenting LendersCurrent Maturity Date pursuant to any Request for Extension. In any such case, such Commitments the Current Maturity Date of each Requested Lender shall not be extended, provided, however, the Borrower shall be allocated among entitled to request further extensions of the Consenting Maturity Date as provided for in Section 2.6(a), including, for certainty, from Lenders willing which have previously refused or were deemed to accept such assignments in such amounts as are agreed between P&G and the Agent. have refused an extension. (d) If after giving effect to the assignments of Commitments described above there remain any Commitments of Non-Consenting Lenders, P&G may arrange for one or more Consenting all Requested Lenders or other Persons that agree to an extension of extend the Termination Current Maturity Date (eachpursuant to a Request for Extension, an “Assuming Extending Lender”) to assumethen the Current Maturity Date shall, effective as of on the Extension Date, be extended to the New Maturity Date. (e) If, with respect to any Request for Extension in respect of the Current Maturity Date, the provisions of Section 2.6(c) or 2.6(d) are not applicable and there are Non-Consenting Extending Lenders under Section 2.6(b), then: (i) the Current Maturity Date for the Extending Lenders shall, effective on the Extension Date, be extended as provided for in the Request for Extension; and (ii) for those Non-Extending Lenders, the Current Maturity Date of all such Lenders shall not be extended. (f) The Borrower understands that consideration of any Request for Extension constitutes an independent credit decision which each Requested Lender retains the absolute and unfettered discretion to make and that no commitment in this regard is hereby given by any Requested Lender’s Commitment and all . (g) The extension of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without expense to such Non-Consenting Lender; provided, however, that the amount of the Commitment Current Maturity Date in respect of any such Assuming Extending Lender as a result of such substitution shall in no event be less than $10,000,000 unless the amount of the Commitment of such Non-Consenting Requested Lender is less than $10,000,000, in which case such Assuming Extending Lender shall assume all of such lesser amount; and provided, further subject to the conditions precedent that: (i) any such Consenting Lender or Assuming Extending Lender shall have paid to such Non-Consenting Lender (A) the aggregate principal amount of, representations and any interest accrued warranties contained in Article 5 are true and unpaid to correct as if they were made on the effective date of the assignment onrequest made by the Borrower pursuant to Section 2.6(a), the outstanding Advances, if any, of such Non-Consenting Lender plus (B) any accrued but unpaid facility fees owing to such Non-Consenting Lender as and each extension of the effective Current Maturity Date shall be deemed to constitute a representation and warranty that on such date of such assignmentrepresentations and warranties are true and correct except as the Borrower has previously disclosed to the Requested Lenders in writing; and (ii) all additional costs, reimbursements, expense reimbursements no Default or Event of Default has occurred 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. At least one Business Day prior to any Extension Date, (A) each such Assuming Extending Lender that was not a Lender prior to the Extension Date, if any, shall have delivered to P&G and the Agent an Assignment and Acceptance, duly executed by such Assuming Extending Lender, such non-Consenting Lender, P&G and the Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to P&G 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 2.20 shall have delivered to the Agent any Note or Notes held by such Non-Consenting Lender. Upon the payment or prepayment of all amounts referred to in subsections (i), (ii) and (iii) of this Section 2.20(c), each such Consenting Lender or Assuming Extending 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, and, except as otherwise provided above, the obligations of each such Non-Consenting Lender hereunder shall, by the provisions hereof, be released and dischargedis continuing. (d) This Section 2.20 shall supersede any provisions of this Agreement (including, without limitation, Section 2.15 or 8.01) or any of the other Loan Documents to the contrary.

Extension of Facility. (a) P&GThe Borrower may, by written notice from time to the Agenttime, may request an extension from each Lender (including any then Non-Extending Lender) (each, a “Requested Lender”) of the maturity then current Maturity Date of all Revolving Credit Advances outstanding on each such Requested Lender (each, a “Current Maturity Date” and the Scheduled Termination requested Maturity Date being the “New Maturity Date”) by one year or two years (as selected by P&G) from its then scheduled expiration during which time all outstanding Advances on such Scheduled Termination Date shall convert into term loans; provided that such request is made at least 30 days, but not more than 60 days, prior sending to the Scheduled Termination Date. The Administrative Agent at the Administrative Agent’s Branch of Account a Request for Extension and the Administrative Agent shall promptly forthwith notify each Lender the Requested Lenders of such request, . Any such request must provide that the New Maturity Date of all Requested Lenders be the same and each that the New Maturity Date not exceed 6 months (or such longer term as may be acceptable to all of the Extending Lenders) from the Extension Date. Each Requested Lender shall, in turn, in its sole discretion, not earlier than 30 days but not later than 20 days prior to shall advise the Scheduled Termination Date, notify P&G and the Administrative Agent in writing as to whether it agrees with such request within thirty (30) days of being so notified, provided that, in the event such Requested Lender will consent to does not so advise the Administrative Agent within such extensionthirty (30) day period, such notice to be in substantially the form of Exhibit G hereto. If any Lender shall fail to notify the Agent and P&G in writing of its consent to any such request for extension of the Scheduled Termination Date at least 20 days prior to the Scheduled Termination Date, such Requested Lender shall be deemed to be a Non-Consenting Lender have advised the Administrative Agent that it does not agree with respect to such request. The , and the Administrative Agent shall notify P&G forthwith (and, in writing not later than 15 days prior any event, within two (2) Business Days of the Administrative Agent having received from all Requested Lenders their decision or deemed decision with regard to the Scheduled Termination Date Request for the Extension) advise the Borrower of the decision of Requested Lenders that have agreed to extend the Lenders regarding P&G’s request for an extension of Current Maturity Date (such date being the Scheduled Termination “Extension Date”). (b) If all Subject to Section 2.7(c), if a Requested Lender does not agree to extend the Lenders consent in writing Current Maturity Date applicable to any it (such request in accordance with subsection (a) of this Section 2.20, the Scheduled Termination Date shall, effective as of such date, be extended for the one or two year period selected by P&G in its initial request; provided that no Default shall have occurred and be continuing. If fewer than all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.20, the maturity of the Revolving Credit Advances outstanding on the Scheduled Termination Date shall, effective as of such date, be extended as to those Lenders that so consented (each a “Consenting Lender”) but shall not be extended as to any other Lender (each being a “Non-Consenting Extending Lender” and any Requested Lender agreeing to extend the Current Maturity Date applicable to it being an “Extending Lender”). To ) the extent that the maturity of the Revolving Credit Advances outstanding on the Scheduled Termination Date Borrower may, but is not extended obligated, to: (i) so long as there exists no Event of Default and subject to Section 11.6(c), repay all Accommodations Outstanding and other amounts owing hereunder to any Non-Extending Lender pursuant to this Section 2.20 and under the Commitment of such Lender is not assumed in accordance with subsection (c) of this Section 2.20 on or Facility at any time prior to the Scheduled Termination Date, the Commitment Current Maturity Date of such Non-Consenting Extending Lender and upon such payment any Non-Extending Lender shall automatically terminate in whole on cease to be a Lender and its Commitment shall be terminated and the Scheduled Termination Date without any further notice or other action by P&G, Commitment reduced accordingly; or (ii) arrange for a replacement lender (which may be one of the Agent, such Lenders) to replace each Non-Extending Lender’s Accommodations Outstanding and its Lender or any other PersonCommitment under the Credit Facility; provided that any such replacement lender shall have been approved by the Administrative Agent (but only if it is not an existing Lender) (such approval not to be unreasonably withheld or delayed) and shall be novated into the Credit Documents in the place and stead of the Non-Extending Lender by execution of all necessary documentation at any time prior to the Current Maturity Date of such Non-Consenting Lender’s rights under Sections 2.11, 2.14 Extending Lender and 8.04, in respect of which the Lenders shall do all things and its obligations under Section 7.05, shall survive the Scheduled Termination Date for make all such Lender adjustments as are reasonably necessary to matters occurring prior to such date. It is understood and agreed that no Lender shall have any obligation whatsoever to agree give effect to any request made by P&G for any requested extension of the Scheduled Termination Datesuch replacement. (c) If fewer The Current Maturity Date shall not be extended in accordance with Section 2.7(a) if Requested Lenders holding more than all of the Lenders consent to any such request pursuant to subsection fifty percent (a50%) of this Section 2.20, the Agent shall promptly so notify the Consenting Lenders, and each Consenting Lender may, in its sole discretion, give written notice to the Agent not later than 10 days prior to the Scheduled Termination Date of the amount of the Non-Consenting Lenders’ Commitments for which it is willing to accept an assignment. If the Consenting Lenders notify the Agent that they are willing to accept assignments of Commitments in an aggregate amount that exceeds the amount of the Commitments of all Requested Lenders do not agree or are deemed not to agree to extend the Non-Consenting LendersCurrent Maturity Date pursuant to any Request for Extension. In any such case, such Commitments the Current Maturity Date of each Requested Lender shall not be extended, provided, however, the Borrower shall be allocated among entitled to request further extensions of the Consenting Maturity Date as provided for in Section 2.7(a), including, for certainty, from Lenders willing which have previously refused or were deemed to accept such assignments in such amounts as are agreed between P&G and the Agent. have refused an extension. (d) If after giving effect to the assignments of Commitments described above there remain any Commitments of Non-Consenting Lenders, P&G may arrange for one or more Consenting all Requested Lenders or other Persons that agree to an extension of extend the Termination Current Maturity Date (eachpursuant to a Request for Extension, an “Assuming Extending Lender”) to assumethen the Current Maturity Date shall, effective as of on the Extension Date, be extended to the New Maturity Date. (e) If, with respect to any Request for Extension in respect of the Current Maturity Date, the provisions of Section 2.7(c) or 2.7(d) are not applicable and there are Non-Consenting Extending Lenders under Section 2.7(b), then: (i) the Current Maturity Date for the Extending Lenders shall, effective on the Extension Date, be extended as provided for in the Request for Extension; and (ii) for those Non-Extending Lenders, the Current Maturity Date of all such Lenders shall not be extended. (f) The Borrower understands that consideration of any Request for Extension constitutes an independent credit decision which each Requested Lender retains the absolute and unfettered discretion to make and that no commitment in this regard is hereby given by any Requested Lender’s Commitment and all . (g) The extension of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without expense to such Non-Consenting Lender; provided, however, that the amount of the Commitment Current Maturity Date in respect of any such Assuming Extending Lender as a result of such substitution shall in no event be less than $10,000,000 unless the amount of the Commitment of such Non-Consenting Requested Lender is less than $10,000,000, in which case such Assuming Extending Lender shall assume all of such lesser amount; and provided, further subject to the conditions precedent that: (i) any such Consenting Lender or Assuming Extending Lender shall have paid to such Non-Consenting Lender (A) the aggregate principal amount of, representations and any interest accrued warranties contained in Article 6 are true and unpaid to correct as if they were made on the effective date of the assignment onrequest made by the Borrower pursuant to Section 2.7(a), the outstanding Advances, if any, of such Non-Consenting Lender plus (B) any accrued but unpaid facility fees owing to such Non-Consenting Lender as and each extension of the effective Current Maturity Date shall be deemed to constitute a representation and warranty that on such date of such assignmentrepresentations and warranties are true and correct except as the Borrower has previously disclosed to the Requested Lenders in writing; and (ii) all additional costs, reimbursements, expense reimbursements no Default or Event of Default has occurred 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. At least one Business Day prior to any Extension Date, (A) each such Assuming Extending Lender that was not a Lender prior to the Extension Date, if any, shall have delivered to P&G and the Agent an Assignment and Acceptance, duly executed by such Assuming Extending Lender, such non-Consenting Lender, P&G and the Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to P&G 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 2.20 shall have delivered to the Agent any Note or Notes held by such Non-Consenting Lender. Upon the payment or prepayment of all amounts referred to in subsections (i), (ii) and (iii) of this Section 2.20(c), each such Consenting Lender or Assuming Extending 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, and, except as otherwise provided above, the obligations of each such Non-Consenting Lender hereunder shall, by the provisions hereof, be released and dischargedis continuing. (d) This Section 2.20 shall supersede any provisions of this Agreement (including, without limitation, Section 2.15 or 8.01) or any of the other Loan Documents to the contrary.