Common use of Extension of Maturity Date Clause in Contracts

Extension of Maturity Date. (a) On any anniversary of the Closing Date prior to the Maturity Date, the Borrowers may request to extend the then-applicable Maturity Date (the “Existing Maturity Date”) for an additional one-year period (an “Extension Period”) to the date that is one year after the Existing Maturity Date (the “Requested Maturity Date”); provided that the Borrowers may extend the Maturity Date for a maximum two (2) such Extension Periods. The Borrowers may make such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) to the Administrative Agent not less than 30 days and not more than 90 days prior to any anniversary of the Closing Date, so long as (i) each of the representations and warranties contained in Section 7 and in the other Credit Documents shall be true and correct in all material respects on and as of the date of such notice and as of the commencement date of the relevant Extension Period as if made on and as of each date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (ii) no Default or Event of Default shall have occurred and be continuing on the date of such notice and as of the commencement date of the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from the Administrative Agent, notify the Borrowers and the Administrative Agent in writing of its election to extend or not to extend the Existing Maturity Date with respect to its Commitment. Any Lender which shall not timely notify the Borrowers and the Administrative Agent of its election to extend the Existing Maturity Date shall be deemed not to have elected to extend the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extension. (b) If and only if (i) one or more Lenders shall have agreed in writing during the 30 day period referred to in Section 2.8(a) to extend the Existing Maturity Date and (ii) the Borrowers shall have submitted to the Administrative Agent, on the commencement date of the relevant Extension Period, a certificate of the Borrowers, substantially in the form of Exhibit 2.8(b) (the “Extension of Maturity Date Certificate”), stating that (x) the representations and warranties made by each Borrower in or pursuant to the Credit Documents are true and correct in all material respects on and as of the date thereof (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (y) no Default or Event of Default by each Borrower has occurred and is continuing, then (A) the Commitments of the Lenders other than Terminating Lenders (the “Continuing Lenders”, each a “Continuing Lender”) shall, subject to the other provisions of this Credit Agreement, be extended to the Requested Maturity Date specified in the Extension of Maturity Date Request from the Borrowers, and as to such Lenders the term “Maturity Date”, as used herein, shall on and after the date as of which the requested extension is effective mean such Requested Maturity Date, provided that if such date is not a Business Day, then such Requested Maturity Date shall be the next succeeding Business Day and (B) the Commitments and L/C Commitment share (if applicable) of the Terminating Lenders shall continue until the Existing Maturity Date and shall then terminate, and as to the Terminating Lenders, the term “Maturity Date”, as used herein, shall continue to mean the Existing Maturity Date. The Administrative Agent shall promptly notify (x) the Lenders of any Extension of Maturity Date Request, (y) the Lenders and the Borrowers of any extension of the Existing Maturity Date pursuant to this Section 2.8 and (z) the Borrowers and the Lenders of any Lender which becomes a Terminating Lender. (c) In the event that the Maturity Date shall have been extended for the Continuing Lenders in accordance with paragraph 2.8(b) above and, in connection with such extension, there are Terminating Lenders, the Borrowers may, at their own expense and in their sole discretion and prior to the Existing Maturity Date, require any Terminating Lender to transfer and assign its interests, rights and obligations under this Credit Agreement in accordance with Section 4.5 to an Eligible Assignee that shall assume such assigned obligations and that shall agree that its Commitment will expire on the Maturity Date in effect for Continuing Lenders; provided, however, that the Borrowers shall have given written notice to the Administrative Agent in the case of an assignee that is not a Lender. Any such Eligible Assignee’s initial Maturity Date shall be the Maturity Date in effect for the Continuing Lenders at the time of such assignment. The Borrowers shall not be permitted to require a Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 2.8(c) unless the Borrowers have notified such Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date. Any Eligible Assignee which becomes a Lender as a result of such an assignment made pursuant to this Section 2.8(c) shall be deemed to have consented to the applicable Extension of Maturity Date Request and, therefore, shall not be a Terminating Lender. (d) Revolving Loans or L/C Obligations owing to any Terminating Lender on the Existing Maturity Date with respect to such Terminating Lender shall be repaid in full, with accrued interest and all other amounts then due and owing thereon, on the Existing Maturity Date with respect to such Terminating Lender.

Extension of Maturity Date. (a) On any anniversary of the Closing Date prior to the Maturity Date, the The Borrowers may request shall have an option to extend the then-applicable Stated Maturity Date (the “Existing Maturity Date”) then in effect for an additional one-year period (an “Extension Period”) to the date that is one year after the Existing Maturity Date (the “Requested Maturity Date”); provided that the Borrowers may extend the Maturity Date for a maximum two (2) such Extension Periods. The Borrowers may make such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension additional terms of Maturity Date Request”) 364 days each, subject to the Administrative Agent not less than 30 days and not more than 90 days prior to any anniversary satisfaction of the Closing Date, so long as following conditions precedent: (ia) each of the Lenders and Administrative Agent consent to such extension in their sole discretion; (b) as of the effective date of such extension, the representations and warranties contained in Section 7 set forth herein and in the other Credit Loan Documents shall be are true and correct in all material respects on with the same force and as of the date of such notice and as of the commencement date of the relevant Extension Period effect as if made on and as of each such date (orexcept to the extent that such representations and warranties expressly relate to an earlier date); provided that if a representation or warranty is qualified as to materiality, if any with respect to such representation or warranty, the foregoing materiality qualifier shall be disregarded for the purposes of this condition; (c) the Borrowers shall have paid an extension fee, in an amount to be agreed to by the Lenders and warranty is expressly stated to have been made as of a specific date, as the Borrowers at the time of such specific date) and extension, to Administrative Agent for the benefit of the Lenders, payable to each such Lender ratably based on its share of the Commitments subject to extension; (iid) no Potential Default or Event of Default shall have occurred and be continuing on the date of such on which notice and as of is given in accordance with the commencement date of following clause (e) or on the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from the Administrative Agent, notify the Borrowers and the Administrative Agent in writing of its election to extend or not to extend the Existing initial Stated Maturity Date with respect to its Commitment. Any Lender which shall not timely notify the Borrowers and the Administrative Agent of its election to extend the Existing Maturity Date shall be deemed not to have elected to extend the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extension.Date; (b) If and only if (i) one or more Lenders shall have agreed in writing during the 30 day period referred to in Section 2.8(a) to extend the Existing Maturity Date and (iie) the Borrowers shall have submitted delivered to the Lenders a new or updated Certificate of Beneficial Ownership, as applicable, if so requested by Administrative Agent, on the commencement date of the relevant Extension Period, a certificate of the Borrowers, substantially in the form of Exhibit 2.8(b) (the “Extension of Maturity Date Certificate”), stating that (x) the representations and warranties made by each Borrower in or pursuant Agent prior to the Credit Documents are true and correct in all material respects on and as of the date thereof (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (y) no Default or Event of Default by each Borrower has occurred and is continuing, then (A) the Commitments of the Lenders other than Terminating Lenders (the “Continuing Lenders”, each a “Continuing Lender”) shall, subject to the other provisions of this Credit Agreement, be extended to the Requested Maturity Date specified in the Extension of Maturity Date Request from the Borrowers, and as to such Lenders the term “Maturity Date”, as used herein, shall on and after the date as of which the requested extension is effective mean such Requested Maturity Date, provided that if such date is not a Business Day, then such Requested Maturity Date shall be the next succeeding Business Day and (B) the Commitments and L/C Commitment share (if applicable) of the Terminating Lenders shall continue until the Existing Maturity Date and shall then terminate, and as to the Terminating Lenders, the term “Maturity Date”, as used herein, shall continue to mean the Existing Maturity Date. The Administrative Agent shall promptly notify (x) the Lenders of any Extension of Maturity Date Request, (y) the Lenders and the Borrowers effectiveness of any extension of to the Existing Maturity Date pursuant to this Section 2.8 and (z) the Borrowers and the Lenders of any Lender which becomes a Terminating Lender.Date; and (cf) In the event that the Maturity Date shall have been extended for the Continuing Lenders in accordance with paragraph 2.8(b) above and, in connection with such extension, there are Terminating Lenders, the Borrowers may, at their own expense and in their sole discretion and prior to the Existing Maturity Date, require any Terminating Lender to transfer and assign its interests, rights and obligations under this Credit Agreement in accordance with Section 4.5 to an Eligible Assignee that shall assume such assigned obligations and that shall agree that its Commitment will expire on the Maturity Date in effect for Continuing Lenders; provided, however, that the Borrowers shall have given written notice delivered an Extension Request with respect to the Stated Maturity Date to Administrative Agent in the case of an assignee that is not a Lender. Any such Eligible Assignee’s initial Maturity Date shall be the Maturity Date in effect for the Continuing Lenders at the time of such assignment. The Borrowers shall not be permitted to require a Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 2.8(cless than thirty (30) unless the Borrowers have notified such Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date. Any Eligible Assignee Stated Maturity Date then in effect, or such shorter time as agreed by Administrative Agent in its sole discretion (which becomes a Lender as a result of such an assignment made pursuant to this Section 2.8(c) shall be deemed promptly forwarded by Administrative Agent to have consented to the applicable Extension of Maturity Date Request and, therefore, shall not be a Terminating each Lender). (d) Revolving Loans or L/C Obligations owing to any Terminating Lender on the Existing Maturity Date with respect to such Terminating Lender shall be repaid in full, with accrued interest and all other amounts then due and owing thereon, on the Existing Maturity Date with respect to such Terminating Lender.

Extension of Maturity Date. (a) On any anniversary The Borrower may, by written notice to the Administrative Agent from time to time, request an extension (each, an “Extension”) of the Closing Maturity Date prior of any class of Loans and Commitments to the Maturity Dateextended maturity date specified in such notice. Such notice shall (i) set forth the amount of the applicable class of Loans and Commitments that will be subject to the Extension (which shall be in minimum increments of $100,000,000 and a minimum amount of $500,000,000), (ii) set forth the Borrowers may request date on which such Extension is requested to extend become effective (which shall be not less than ten (10) Business Days nor more than sixty (60) days after the then-date of such Extension notice (or such longer or shorter periods as the Administrative Agent shall agree in its sole discretion)) and (iii) identify the relevant class of Commitments to which such Extension relates. Each Lender of the applicable Maturity Date (the “Existing Maturity Date”) for an additional one-year period class shall be offered (an “Extension PeriodOffer”) an opportunity to participate in such Extension on a pro rata basis and on the date that is one year after same terms and conditions as each other Lender of such class pursuant to procedures established by, or reasonably acceptable to, the Existing Maturity Date Administrative Agent and the Borrower. Each Lender shall make a determination (the “Requested Maturity Date”); provided that the Borrowers may in its sole and absolute discretion) as to whether or not it will agree to extend the Maturity Date as requested; provided, however, that failure by any Lender to make a timely response to the Borrower’s request for an Extension shall be deemed to constitute a refusal by such Lender to extend the Maturity Date. If the aggregate principal amount of Loans and Commitments in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum two (2) aggregate principal amount of Commitments subject to the Extension Offer as set forth in the Extension notice, then the Commitments of Lenders of the applicable class shall be extended ratably up to such maximum amount based on the respective principal amounts with respect to which such Lenders have accepted such Extension Periods. Offer. (b) The Borrowers may make such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) following shall be conditions precedent to the Administrative Agent not less than 30 days and not more than 90 days prior to effectiveness of any anniversary of the Closing Date, so long as Extension: (i) each no Default or Event of Default shall have occurred and be continuing immediately prior to and immediately after giving effect to such Extension, (ii) the representations and warranties contained set forth in Section 7 Article V and in the each other Credit Documents Loan Document shall be deemed to be made and shall be true and correct in all material respects on and as of the effective date of such notice Extension, (iii) the L/C Issuers and as the Swing Line Lender shall have consented to any Extension of the commencement Commitments, to the extent that such Extension provides for the issuance or extension of Letters of Credit or making of Swingline Loans at any time during the extended period and (iv) the terms of such Extended Commitments shall comply with paragraph (c) of this Section. (c) The terms of each Extension shall be determined by the Borrower and the applicable extending Lenders and set forth in an Extension Amendment; provided that (i) the final maturity date of any Extended Commitment shall be no earlier than the relevant Extension Period Maturity Date, respectively, (ii) there shall be no scheduled amortization of the loans or reductions of commitments under any Extended Commitments, (iii) the Extended Loans will rank pari passu in right of payment and with respect to security with the existing Revolving Loans and the borrower of the Extended Commitments shall be the same as if made the Borrower with respect to the existing Loans, (iv) the interest rate margin, rate floors, fees, original issue discount and premium applicable to any Extended Commitment (and the Extended Loans thereunder) shall be determined by the Borrower and the applicable extending Lenders, (v) borrowing and prepayment of Extended Loans, or reductions of Extended Commitments, and participation in Letters of Credit and Swingline Loans, shall be on a pro rata basis with the other Loans and as Commitments (other than upon the maturity of each date (or, if any such representation the non-extended Loans and warranty is expressly stated to have been made as of a specific date, as of such specific dateCommitments) and (iivi) no Default or Event of Default shall have occurred and be continuing on the date of such notice and as terms of the commencement date of Extended Commitments shall be substantially identical to the relevant Extension Period. Each Lenderterms set forth herein (except as set forth in clauses (i) through (v) above). (d) In connection with any Extension, acting in its sole discretionthe Borrower, shall, not later than a date 30 days after its receipt of any such notice from the Administrative Agent, notify the Borrowers and the Administrative Agent in writing of its election and each applicable extending Lender shall execute and deliver to extend or not to extend the Existing Maturity Date with respect to its Commitment. Any Lender which shall not timely notify the Borrowers and the Administrative Agent of its election to extend the Existing Maturity Date shall be deemed not to have elected to extend the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers an Extension Amendment and such other documentation as the Administrative Agent of an election not shall reasonably specify to extend or fails to timely notify evidence the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extension. (b) If and only if (i) one or more Lenders shall have agreed in writing during the 30 day period referred to in Section 2.8(a) to extend the Existing Maturity Date and (ii) the Borrowers shall have submitted to the Administrative Agent, on the commencement date of the relevant Extension Period, a certificate of the Borrowers, substantially in the form of Exhibit 2.8(b) (the “Extension of Maturity Date Certificate”), stating that (x) the representations and warranties made by each Borrower in or pursuant to the Credit Documents are true and correct in all material respects on and as of the date thereof (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (y) no Default or Event of Default by each Borrower has occurred and is continuing, then (A) the Commitments of the Lenders other than Terminating Lenders (the “Continuing Lenders”, each a “Continuing Lender”) shall, subject to the other provisions of this Credit Agreement, be extended to the Requested Maturity Date specified in the Extension of Maturity Date Request from the Borrowers, and as to such Lenders the term “Maturity Date”, as used herein, shall on and after the date as of which the requested extension is effective mean such Requested Maturity Date, provided that if such date is not a Business Day, then such Requested Maturity Date shall be the next succeeding Business Day and (B) the Commitments and L/C Commitment share (if applicable) of the Terminating Lenders shall continue until the Existing Maturity Date and shall then terminate, and as to the Terminating Lenders, the term “Maturity Date”, as used herein, shall continue to mean the Existing Maturity DateExtension. The Administrative Agent shall promptly notify (x) each Lender as to the Lenders effectiveness of each Extension. Any Extension Amendment may, without the consent of any Extension of Maturity Date Requestother Lender, (y) the Lenders effect such amendments to this Agreement and the Borrowers other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to implement the terms of any extension such Extension, including any amendments necessary to establish Extended Commitments or Extended Loans as a new class or tranche of Commitments or Loans, as applicable, and such other technical amendments as may be necessary or appropriate in the reasonable opinion of the Existing Maturity Date pursuant to this Section 2.8 and (z) the Borrowers Administrative Agent and the Lenders of any Lender which becomes a Terminating Lender. (c) In the event that the Maturity Date shall have been extended for the Continuing Lenders in accordance with paragraph 2.8(b) above and, Borrower in connection with the establishment of such extension, there are Terminating Lenders, new class or tranche (including to preserve the Borrowers may, at their own expense pro rata treatment of the extended and in their sole discretion non-extended classes or tranches and prior to the Existing Maturity Date, require any Terminating Lender to transfer and assign its interests, rights and obligations under this Credit Agreement in accordance with Section 4.5 to an Eligible Assignee that shall assume such assigned obligations and that shall agree that its Commitment will expire on the Maturity Date in effect for Continuing Lenders; provided, however, that the Borrowers shall have given written notice to the Administrative Agent in the case of an assignee that is not a Lender. Any such Eligible Assignee’s initial Maturity Date shall be the Maturity Date in effect provide for the Continuing Lenders at reallocation of revolving credit exposure upon the time expiration or termination of such assignment. The Borrowers shall not be permitted to require a Lender to assign the commitments under any part of its interestsclass or tranche), rights and obligations under in each case on terms consistent with this Credit Agreement pursuant to this Section 2.8(c) unless the Borrowers have notified such Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date. Any Eligible Assignee which becomes a Lender as a result of such an assignment made pursuant to this Section 2.8(c) shall be deemed to have consented to the applicable Extension of Maturity Date Request and, therefore, shall not be a Terminating LenderSection. (d) Revolving Loans or L/C Obligations owing to any Terminating Lender on the Existing Maturity Date with respect to such Terminating Lender shall be repaid in full, with accrued interest and all other amounts then due and owing thereon, on the Existing Maturity Date with respect to such Terminating Lender.

Extension of Maturity Date. (a) On any anniversary of Not earlier than 45 days prior to, nor later than 30 days prior to, the Closing Date prior to the then-effective Maturity Date, the Borrowers Borrower may request by Requisite Notice (as defined below) made to extend the then-applicable Maturity Date Agent (which shall promptly notify the “Existing Maturity Date”Lenders) for an additional a one-year extension of the Maturity Date. Such request shall include a certificate signed by a Responsible Officer (as defined below) stating that (i) the representations and warranties contained in Article VI are true and correct on and as of the date of such certificate and (ii) no Default or Event of Default has occurred and is continuing. Each Lender shall notify the Agent by Requisite Notice by the date specified by the Agent (which date shall be a Business Day and shall not be less than 15 Business Days prior to, nor more than 30 days prior to, the then Maturity Date) that either (A) such Lender declines to consent to extending the Maturity Date or (B) such Lender consents to extending the Maturity Date. Any Lender not responding within the above time period shall be deemed not to have consented to extending the Maturity Date. The Agent shall, after receiving the notifications from all of the Lenders or the expiration of such period, whichever is earlier, notify the Borrower and the Lenders of the results thereof. The Borrower may request no more than two extensions pursuant to this Section. (b) If any Lender declines, or is deemed to have declined, to consent to such request for extension (a “Declining Lender”), provided that (i) no Default or Event of Default has occurred and is continuing at such time and (ii) the Required Lenders are non-Declining Lenders, the Borrower may, at its own expense (such expense to include any transfer fee payable to the Agent under Section 11.3(b) and any expense pursuant to Section 4.3) and in its sole discretion, require such Declining Lender to transfer and assign in whole (but not in part) without recourse (in accordance with and subject to the terms and conditions of Section 11.3(b)) all of its interests, rights and obligations under this Agreement to an “Extension Period”Eligible Assignee, which shall assume such assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (A) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority and (B) the assigning Declining Lender shall have received in immediately available funds the principal of and interest accrued to the date of such payment on the portion of the Advances hereunder held by such assigning Declining Lender and all other amounts owed to such assigning Declining Lender hereunder, including amounts owed pursuant to Sections 4.1 through 4.4. (c) If the conditions set forth in subsection (b) above have been satisfied, the Maturity Date shall be extended (solely with respect to the non-Declining Lenders) to the date that is one year after the Existing then-effective Maturity Date Date, effective as of the date to be determined by the Agent and the Borrower (the “Requested Maturity Extension Decision Date”); provided that , and the Borrowers may extend Agent shall promptly notify the Lenders thereof. On or prior to the Maturity Date for a maximum two (2) such Extension Periods. The Borrowers may make such request in a notice given as herein provided and substantially in Decision Date, the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) Borrower shall deliver to the Administrative Agent, in form and substance satisfactory to the Agent not less than 30 days and not more than 90 days prior to any anniversary of the Closing Date, so long as Lenders (i) each the resolutions of the Board of Directors of the Borrower authorizing such extension, certified as in effect as of the Maturity Extension Decision Date and the related incumbency certificate of the Borrower, (ii) new or amended promissory notes, if requested by any new or affected Lender, evidencing the new or revised Commitment of such Lender, (iii) a certificate of the Borrower stating that on and as of such Maturity Extension Decision Date, and after giving effect to the extension to be effective on such date, (A) the representations and warranties contained set forth in Section 7 and in the other Credit Documents shall be Article VI are true and correct in all material respects on and as of the date of such notice and as of the commencement date of the relevant Extension Period as if made on and as of each date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (iiB) no Default or Event of Default is continuing. The Agent shall have occurred and be continuing on the date of such notice and as of the commencement date of the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from the Administrative Agent, notify the Borrowers and the Administrative Agent in writing of its election distribute an amended Schedule I to extend or not to extend the Existing Maturity Date with respect to its Commitment. Any Lender this Agreement (which shall not timely notify the Borrowers and the Administrative Agent of its election thereafter be incorporated into this Agreement), to extend the Existing Maturity Date shall be deemed not to have elected to extend the Existing Maturity Date with respect to its Commitment (reflect any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such changes in Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extension. (b) If and only if (i) one or more Lenders shall have agreed in writing during the 30 day period referred to in Section 2.8(a) to extend the Existing Maturity Date and (ii) the Borrowers shall have submitted to the Administrative Agent, on the commencement date of the relevant Extension Period, a certificate of the Borrowers, substantially in the form of Exhibit 2.8(b) (the “Extension of Maturity Date Certificate”), stating that (x) the representations and warranties made by each Borrower in or pursuant to the Credit Documents are true and correct in all material respects on and as of the date thereof (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (y) no Default or Event of Default by each Borrower has occurred and is continuing, then (A) the Commitments of the Lenders other than Terminating Lenders (the “Continuing Lenders”, each a “Continuing Lender”) shall, subject to the other provisions of this Credit Agreement, be extended to the Requested Maturity Date specified in the Extension of Maturity Date Request from the Borrowers, and as to such Lenders the term “Maturity Date”, as used herein, shall on and after the date as of which the requested extension is effective mean such Requested Maturity Date, provided that if such date is not a Business Day, then such Requested Maturity Date shall be the next succeeding Business Day and (B) the Commitments and L/C each Lender’s Commitment share (if applicable) of the Terminating Lenders shall continue until the Existing Maturity Date and shall then terminate, and as to the Terminating Lenders, the term “Maturity Date”, as used herein, shall continue to mean the Existing Maturity Date. The Administrative Agent shall promptly notify (x) the Lenders of any Extension of Maturity Date Request, (y) the Lenders and the Borrowers of any extension of the Existing Maturity Date pursuant to this Section 2.8 and (z) the Borrowers and the Lenders of any Lender which becomes a Terminating Lender. (c) In the event that the Maturity Date shall have been extended for the Continuing Lenders in accordance with paragraph 2.8(b) above and, in connection with such extension, there are Terminating Lenders, the Borrowers may, at their own expense and in their sole discretion and prior to the Existing Maturity Date, require any Terminating Lender to transfer and assign its interests, rights and obligations under this Credit Agreement in accordance with Section 4.5 to an Eligible Assignee that shall assume such assigned obligations and that shall agree that its Commitment will expire on the Maturity Date in effect for Continuing Lenders; provided, however, that the Borrowers shall have given written notice to the Administrative Agent in the case of an assignee that is not a Lender. Any such Eligible Assignee’s initial Maturity Date shall be the Maturity Date in effect for the Continuing Lenders at the time of such assignment. The Borrowers shall not be permitted to require a Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 2.8(c) unless the Borrowers have notified such Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date. Any Eligible Assignee which becomes a Lender as a result of such an assignment made pursuant to this Section 2.8(c) shall be deemed to have consented to the applicable Extension of Maturity Date Request and, therefore, shall not be a Terminating LenderPercentage. (d) Revolving Loans or L/C Obligations owing to any Terminating Lender on the Existing Maturity Date with respect to such Terminating Lender shall be repaid in full, with accrued interest and all other amounts then due and owing thereon, on the Existing Maturity Date with respect to such Terminating Lender.For purposes of this Section:

Extension of Maturity Date. The Borrower may, by written request to the Agent and the Lenders given not later than one hundred eighty (a180) On any anniversary of the Closing Date days prior to the Maturity Date, the Borrowers may request to extend the then-applicable Maturity Date then in effect (the “Existing Effective Maturity Date”) for an additional one-year period request (an “Extension PeriodRequest”) that such Effective Maturity Date be extended to a date which is twenty-four (24) months after such Effective Maturity Date. No later than the date that is one year after the Existing Maturity Date (the “Requested Maturity Date”); provided that the Borrowers may extend the Maturity Date for a maximum two (2) such Extension Periods. The Borrowers may make such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension Response Date”) which is 30 days after such Extension Request has been delivered to each of the Lenders, each Lender will notify the Borrower in writing (with a copy to the Agent) whether or not it consents to such Extension Request (which consent may be granted or denied by each Lender in its sole discretion and may be conditioned on receipt of such financial information or other documentation as may be specified by such Lender); provided, that any Lender that fails to so advise the Borrower on or prior to the Extension Response Date shall be deemed to have denied such Extension Request. The extension of the Maturity Date Request”) to the Administrative Agent not less than 30 days and not more than 90 days prior to any anniversary contemplated by an Extension Request shall become effective as of the Closing applicable Effective Maturity Date; provided, so long as that (i) all of the Lenders shall have consented to such Extension Request; and (ii) (x) each of the representations and warranties contained made by the Borrower in Section 7 and in or pursuant to the other Credit Loan Documents shall be true and correct in all material respects on and as of each of the date of such notice Extension Request and as of the commencement date of the relevant Extension Period such Effective Maturity Date as if made on and as of each date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific except to the extent relating to an earlier date) and , (iiy) no Default or Event of Default shall have occurred and be continuing on the date of such notice and as of the commencement date of the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any Request or on such notice from the Administrative Agent, notify the Borrowers and the Administrative Agent in writing of its election to extend or not to extend the Existing Maturity Date with respect to its Commitment. Any Lender which shall not timely notify the Borrowers and the Administrative Agent of its election to extend the Existing Maturity Date shall be deemed not to have elected to extend the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extension. (b) If and only if (i) one or more Lenders shall have agreed in writing during the 30 day period referred to in Section 2.8(a) to extend the Existing Effective Maturity Date and (iiz) on each of the Borrowers date of such Extension Request and such Effective Maturity Date, the Agent shall have submitted to the Administrative Agent, on the commencement date of the relevant Extension Period, received a certificate of the Borrowers, substantially Borrower as to the matters set forth in the form of Exhibit 2.8(b) (the “Extension of Maturity Date Certificate”), stating that clauses (x) the representations and warranties made by each Borrower in or pursuant to the Credit Documents are true and correct in all material respects on and as of the date thereof (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (y) no Default or Event of Default by each Borrower has occurred and is continuing, then (A) the Commitments of the Lenders other than Terminating Lenders (the “Continuing Lenders”, each a “Continuing Lender”) shall, subject to the other provisions of this Credit Agreement, be extended to the Requested Maturity Date specified in the Extension of Maturity Date Request from the Borrowers, and as to such Lenders the term “Maturity Date”, as used herein, shall on and after the date as of which the requested extension is effective mean such Requested Maturity Date, provided that if such date is not a Business Day, then such Requested Maturity Date shall be the next succeeding Business Day and (B) the Commitments and L/C Commitment share (if applicable) of the Terminating Lenders shall continue until the Existing Maturity Date and shall then terminate, and as to the Terminating Lenders, the term “Maturity Date”, as used herein, shall continue to mean the Existing Maturity Date. The Administrative Agent shall promptly notify (x) the Lenders of any Extension of Maturity Date Request, (y) the Lenders and the Borrowers of any extension of the Existing Maturity Date pursuant to this Section 2.8 and (z) the Borrowers and the Lenders of any Lender which becomes a Terminating Lenderabove. (c) In the event that the Maturity Date shall have been extended for the Continuing Lenders in accordance with paragraph 2.8(b) above and, in connection with such extension, there are Terminating Lenders, the Borrowers may, at their own expense and in their sole discretion and prior to the Existing Maturity Date, require any Terminating Lender to transfer and assign its interests, rights and obligations under this Credit Agreement in accordance with Section 4.5 to an Eligible Assignee that shall assume such assigned obligations and that shall agree that its Commitment will expire on the Maturity Date in effect for Continuing Lenders; provided, however, that the Borrowers shall have given written notice to the Administrative Agent in the case of an assignee that is not a Lender. Any such Eligible Assignee’s initial Maturity Date shall be the Maturity Date in effect for the Continuing Lenders at the time of such assignment. The Borrowers shall not be permitted to require a Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 2.8(c) unless the Borrowers have notified such Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date. Any Eligible Assignee which becomes a Lender as a result of such an assignment made pursuant to this Section 2.8(c) shall be deemed to have consented to the applicable Extension of Maturity Date Request and, therefore, shall not be a Terminating Lender. (d) Revolving Loans or L/C Obligations owing to any Terminating Lender on the Existing Maturity Date with respect to such Terminating Lender shall be repaid in full, with accrued interest and all other amounts then due and owing thereon, on the Existing Maturity Date with respect to such Terminating Lender.

Extension of Maturity Date. (a) On any anniversary The Borrowers may, by written notice to the Administrative Agent from time to time, request an extension (each, an “Extension”) of the Closing Date prior maturity date of any Class of Loans and Commitments to the Maturity Dateextended maturity date specified in such notice. Such notice shall (i) set forth the amount of the applicable Class of Revolving Credit Commitments and/or Term Loans that will be subject to the Extension (which shall be in minimum principal amount of $50,000,000 or any whole multiple of $10,000,000 in excess thereof except that such amount may be less than $50,000,000 and need not be in a whole multiple of $10,000,000 if such amount represents the remaining amount of the Class to be extended), (ii) set forth the Borrowers may request date on which such Extension is requested to extend become effective (which shall be not less than ten (10) Business Days nor more than sixty (60) days after the then-date of such Extension notice (or such longer or shorter periods as the Administrative Agent shall agree in its sole discretion)) and (iii) identify the relevant Class of Revolving Credit Commitments and/or Term Loans to which such Extension relates. Each Lender of the applicable Maturity Date (the “Existing Maturity Date”) for an additional one-year period Class shall be offered (an “Extension PeriodOffer”) an opportunity to the date that is one year after the Existing Maturity Date (the “Requested Maturity Date”); provided that the Borrowers may extend the Maturity Date for a maximum two (2) participate in such Extension Periods. The Borrowers may make on a pro rata basis and on the same terms and conditions as each other Lender of such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) Class pursuant to procedures established by, or reasonably acceptable to, the Administrative Agent not less than 30 days and not more than 90 days prior the Borrowers. If the aggregate principal amount of Revolving Credit Commitments or Term Loans in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Revolving Credit Commitments or Term Loans, as applicable, subject to any anniversary the Extension Offer as set forth in the Extension notice, then the Revolving Credit Commitments or Term Loans, as applicable, of Lenders of the Closing Date, so long as applicable Class shall be extended ratably up to such maximum amount based on the respective principal amounts with respect to which such Lenders have accepted such Extension Offer. (b) The following shall be conditions precedent to the effectiveness of any Extension: (i) each no Default or Event of Default shall have occurred and be continuing immediately prior to and immediately after giving effect to such Extension, (ii) the representations and warranties contained set forth in Section 7 Article V and in the each other Credit Documents Loan Document shall be deemed to be made and shall be true and correct in all material respects on and as of the effective date of such notice and as of the commencement date of the relevant Extension Period as if made on and as of each date (orExtension, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (ii) no Default or Event of Default shall have occurred and be continuing on the date of such notice and as of the commencement date of the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from the Administrative Agent, notify the Borrowers and the Administrative Agent in writing of its election to extend or not to extend the Existing Maturity Date with respect to its Commitment. Any Lender which shall not timely notify the Borrowers and the Administrative Agent of its election to extend the Existing Maturity Date shall be deemed not to have elected to extend the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extension. (b) If and only if (i) one or more Lenders shall have agreed in writing during the 30 day period referred to in Section 2.8(a) to extend the Existing Maturity Date and (ii) the Borrowers shall have submitted except to the Administrative Agent, on the commencement date of the relevant Extension Period, a certificate of the Borrowers, substantially in the form of Exhibit 2.8(b) (the “Extension of Maturity Date Certificate”), stating extent that (x) the such representations and warranties made by each Borrower specifically refer to an earlier date, in or pursuant to the Credit Documents are which case they shall have been true and correct in all material respects on and as of the date thereof (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific earlier date, and except that for purposes of this Section 2.20(b), the representations and warranties contained in Section 5.05(a) shall be deemed to refer to the most recent financial statements furnished pursuant to subsections (a) and (y) no Default or Event b), respectively, of Default by each Borrower has occurred and is continuingSection 6.04, then (Aiii) the Commitments L/C Issuers and the Swing Line Lender shall have consented to any Extension of the Lenders other than Terminating Lenders (the “Continuing Lenders”Revolving Credit Commitments, each a “Continuing Lender”) shall, subject to the other provisions extent that such Extension provides for the issuance or extension of Letters of Credit or making of Swing Line Loans at any time during the extended period and (iv) the terms of such Extended Revolving Credit Commitments and Extended Term Loans shall comply with paragraph (c) of this Credit Agreement, Section. (c) The terms of each Extension shall be extended to the Requested Maturity Date specified in the Extension of Maturity Date Request from determined by the Borrowers, the Administrative Agent and as to such the applicable extending Lenders and set forth in an Extension Amendment; provided that (i) the term “Maturity Date”, as used herein, final maturity date of any Extended Revolving Credit Commitment or Extended Term Loan shall on and be no earlier than one year after the date as of which the requested extension is effective mean such Requested Maturity Date, provided that if such date is not a Business Day, then such Requested Maturity Date of the applicable Class of Facility that is being extended, (ii)(A) there shall be no scheduled amortization of the next succeeding Business Day loans or reductions of commitments under any Extended Revolving Credit Commitments and (B) the Commitments and L/C Commitment share (if applicable) average life to maturity of the Terminating Extended Term Loans shall be no shorter than the remaining average life to maturity of the existing Term Loans, (iii) the Extended Revolving Loans and the Extended Term Loans will rank pari passu in right of payment and with respect to security with the existing Revolving Credit Loans and the existing Term Loans and the borrower and guarantors of the Extended Revolving Credit Commitments or Extended Term Loans, as applicable, shall be the same as the Borrowers and Guarantors with respect to the existing Revolving Credit Loans or Term Loans, as applicable, (iv) the interest rate margin, rate floors, interest rate indexes and adjustments, fees, original issue discount and premium applicable to any Extended Revolving Credit Commitment (and the Extended Revolving Loans thereunder) and Extended Term Loans shall be determined by the Borrowers and the applicable extending Lenders shall continue until (and, with respect to any interest rate indexes and adjustments, the Existing Maturity Date Administrative Agent), (v)(A) the Extended Term Loans may participate on a pro rata or less than pro rata (but not greater than pro rata) basis in voluntary or mandatory prepayments with the other Term Loans and shall then terminate(B) borrowing and prepayment of Extended Revolving Loans, or reductions of Extended Revolving Credit Commitments, and as participation in Letters of Credit and Swing Line Loans, shall be on a pro rata basis with the other Revolving Credit Loans or Revolving Credit Commitments (other than upon the maturity of the non-extended Revolving Credit Loans and Revolving Credit Commitments) and (vi) the terms of the Extended Revolving Credit Commitments shall be substantially identical to the Terminating Lendersterms set forth herein (except as set forth in clauses (i) through (v) above). (d) In connection with any Extension, the term “Maturity Date”Borrowers, the Administrative Agent and each applicable extending Lender shall execute and deliver to the Administrative Agent an Extension Amendment and such other documentation as used herein, the Administrative Agent shall continue reasonably specify to mean evidence the Existing Maturity DateExtension. The Administrative Agent shall promptly notify (x) each Lender as to the Lenders effectiveness of each Extension. Any Extension Amendment may, without the consent of any Extension other Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of Maturity Date Requestthe Administrative Agent and the Borrowers, (y) to implement the Lenders terms of any such Extension, including any amendments necessary to establish Extended Revolving Credit Commitments or Extended Term Loans as a new Class or tranche of Revolving Credit Commitments or Term Loans, as applicable, and such other technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrowers of any extension of the Existing Maturity Date pursuant to this Section 2.8 and (z) the Borrowers and the Lenders of any Lender which becomes a Terminating Lender. (c) In the event that the Maturity Date shall have been extended for the Continuing Lenders in accordance with paragraph 2.8(b) above and, in connection with the establishment of such extensionnew Class or tranche (including to preserve the pro rata treatment of the extended and non-extended Classes or tranches and to provide for the reallocation of Revolving Credit Exposure upon the expiration or termination of the commitments under any Class or tranche), there are Terminating Lenders, the Borrowers may, at their own expense and in their sole discretion and prior each case on terms consistent with this section. This Section 2.20 shall supersede any provisions in Section 2.13 or Section 10.01 to the Existing Maturity Date, require any Terminating Lender to transfer and assign its interests, rights and obligations under this Credit Agreement in accordance with Section 4.5 to an Eligible Assignee that shall assume such assigned obligations and that shall agree that its Commitment will expire on the Maturity Date in effect for Continuing Lenders; provided, however, that the Borrowers shall have given written notice to the Administrative Agent in the case of an assignee that is not a Lender. Any such Eligible Assignee’s initial Maturity Date shall be the Maturity Date in effect for the Continuing Lenders at the time of such assignment. The Borrowers shall not be permitted to require a Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 2.8(c) unless the Borrowers have notified such Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date. Any Eligible Assignee which becomes a Lender as a result of such an assignment made pursuant to this Section 2.8(c) shall be deemed to have consented to the applicable Extension of Maturity Date Request and, therefore, shall not be a Terminating Lendercontrary. (d) Revolving Loans or L/C Obligations owing to any Terminating Lender on the Existing Maturity Date with respect to such Terminating Lender shall be repaid in full, with accrued interest and all other amounts then due and owing thereon, on the Existing Maturity Date with respect to such Terminating Lender.

Extension of Maturity Date. (a) On any anniversary The Borrower may from time to time, pursuant to the provisions of this Section 2.11, without the consent of the Closing Date prior to the Maturity DateAdministrative Agent, the Borrowers may request Majority Lenders, the Combined Majority Lenders or the Combined Term Majority Lenders, agree with one or more Lenders to extend the then-applicable Maturity Date (the “Existing Maturity Date”) for an additional one-year period (an “Extension Period”) to the date that is one year after the Existing Maturity Date (the “Requested Maturity Date”); provided that the Borrowers may extend the Maturity Date for a maximum two period of not less than six months then applicable to such Lender’s Loan, and otherwise modify the economic terms of any such Loans or any portion thereof (2including, without limitation, by modifying the interest rate or fees payable and/or the amortization schedule in respect of such Loans or any portion thereof (each such modification an “Extension”) pursuant to one or more written offers (each an “Extension Offer”) made from time to time by the Borrower to all Lenders whose Loans have the same Maturity Date that is proposed to be extended under this Section 2.11, in each case on a pro rata basis (based on the relative principal amounts of the outstanding Loans of each such Lender holding such Loans) and on the same terms to each such Lender, which Extension PeriodsOffer may be conditioned as determined by the Borrower and set forth in such offer. In connection with each Extension, the Borrower will provide notification to Administrative Agent (for distribution to the applicable Lenders), no later than 30 days (or such shorter period as Administrative Agent may agree) prior to the maturity of the applicable Loans to be extended of the requested new maturity date for the proposed Extension Loans (each an “Extended Maturity Date”) and the due date for Lender responses. The Borrowers may make such request in a notice given as herein provided Borrower and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) to the Administrative Agent not less than 30 days and not more than 90 days shall agree to such procedures, if any, as may be reasonably established by, or acceptable to, the Administrative Agent to accomplish the purposes of this Section 2.11. In connection with any Extension, each applicable Lender wishing to participate in such Extension shall, prior to any anniversary of such due date, provide Administrative Agent with a written notice thereof. Any Lender that does not respond to an Extension Offer (referred to herein as a “Non-Extending Lender”) by the Closing Date, so long as applicable due date shall be deemed to have rejected such Extension. (b) Each Extension shall be subject to the following: (i) each of the representations and warranties contained in Section 7 and in the other Credit Documents shall be true and correct in all material respects on and as of the date of such notice and as of the commencement date of the relevant Extension Period as if made on and as of each date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (ii) no Default or Event of Default shall have occurred and be continuing at the time of such Extension; (ii) except as to interest rates, fees, scheduled amortization, optional prepayment terms, premium, required prepayment dates, final maturity date (which shall, subject to clause (iii) below, be determined by the Borrower and set forth in the relevant Extension Offer) and covenants and other provisions applicable to periods after the Maturity Date of any non-Extension Loans, the Extension Loans of any Lender extended pursuant to any Extension shall have terms that are no more favorable in any material respect, taken as a whole, than the applicable Loans prior to the related Extension Offer; (iii) the final maturity date of the Extension Loans shall be later than the final Maturity Date of the Loans that are not being so extended, and the weighted average life to maturity of the Extension Loans shall be no shorter than the weighted average life to maturity of the applicable Loans subject to an Extension Offer that are not so extended; (iv) if the aggregate principal amount of Loans in respect of which Lenders shall have accepted an Extension Offer exceeds the maximum aggregate principal amount of Loans offered to be extended by the Borrower pursuant to the relevant Extension Offer, then such Loans shall be extended ratably up to such maximum amount based on the relative principal amounts thereof (not to exceed any Lender’s actual holdings of record) with respect to which such Lenders accepted such Extension Offer; (v) all documentation in respect of such Extension shall be consistent with the foregoing, and all written communications by the Borrower generally directed to the applicable Lenders under the applicable class of Extension Loans in connection therewith shall be in form and substance consistent with the foregoing; (vi) any applicable Minimum Extension Condition shall be satisfied; (vii) no more than four Maturity Dates (including, for the avoidance of doubt, Maturity Dates applicable to Incremental Loans) may be effectuated hereunder; and (viii) no Extension shall become effective unless, on the proposed effective date of such notice and as of the commencement date of the relevant Extension Period. Each LenderExtension, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from the Administrative Agent, notify the Borrowers and the Administrative Agent in writing of its election to extend or not to extend the Existing Maturity Date with respect to its Commitment. Any Lender which shall not timely notify the Borrowers and the Administrative Agent of its election to extend the Existing Maturity Date shall be deemed not to have elected to extend the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extension. (b) If and only if (i) one or more Lenders shall have agreed in writing during the 30 day period referred to in Section 2.8(a) to extend the Existing Maturity Date and (ii) the Borrowers shall have submitted to the Administrative Agent, on the commencement date of the relevant Extension Period, a certificate of the Borrowers, substantially in the form of Exhibit 2.8(b) (the “Extension of Maturity Date Certificate”), stating that (x1) the representations and warranties made by each Borrower in or pursuant to the Credit Documents contained herein are true and correct in all material respects on and as of the applicable date thereof (orof such Extension to the same extent as though made on and as of that date, if any except to the extent such representation representations and warranty is expressly stated warranties specifically relate to an earlier date, in which case such representations and warranties shall have been made as of a specific date, true and correct in all material respects on and as of such specific earlier date) ; and (y2) no Default event shall have occurred and be continuing or would result from the consummation of the applicable Extension that would constitute an Event of Default by each Borrower has occurred and is continuing, then (A) the Commitments of the Lenders other than Terminating Lenders (the “Continuing Lenders”, each a “Continuing Lender”) shall, subject to the other provisions of this Credit Agreement, be extended to the Requested Maturity Date specified in the Extension of Maturity Date Request from the Borrowers, and as to such Lenders the term “Maturity Date”, as used herein, shall on and after the date as of which the requested extension is effective mean such Requested Maturity Date, provided that if such date is not a Business Day, then such Requested Maturity Date shall be the next succeeding Business Day and (B) the Commitments and L/C Commitment share (if applicable) of the Terminating Lenders shall continue until the Existing Maturity Date and shall then terminate, and as to the Terminating Lenders, the term “Maturity Date”, as used herein, shall continue to mean the Existing Maturity Date. The Administrative Agent shall promptly notify (x) the Lenders of any Extension of Maturity Date Request, (y) the Lenders and the Borrowers of any extension of the Existing Maturity Date pursuant to this Section 2.8 and (z) the Borrowers and the Lenders of any Lender which becomes a Terminating LenderDefault. (c) In The consummation and effectiveness of any Extension will be subject to a condition set forth in the relevant Extension Offer (a “Minimum Extension Condition”) that a minimum amount (to be determined in the Borrower’s discretion and specified in the relevant Extension Offer, but in no event less than $50,000,000, unless another lesser amount is agreed to by the Administrative Agent) of Loans be tendered. For the avoidance of doubt, it is understood and agreed that the Maturity Date shall provisions of Section 2.09 will not apply to Extensions of Loans pursuant to Extension Offers made pursuant to and in accordance with the provisions of this Section 2.11, including to any payment of interest or fees in respect of any Loans that have been extended for the Continuing Lenders pursuant to an Extension at a rate or rates different from those paid or payable in accordance with paragraph 2.8(b) above andrespect of Loans not extended pursuant to such Extension Offer, in connection with such extension, there are Terminating Lenders, the Borrowers may, at their own expense and in their sole discretion and prior to the Existing Maturity Date, require any Terminating Lender to transfer and assign its interests, rights and obligations under this Credit Agreement in accordance with Section 4.5 to an Eligible Assignee that shall assume such assigned obligations and that shall agree that its Commitment will expire on the Maturity Date in effect for Continuing Lenders; provided, however, that the Borrowers shall have given written notice to the Administrative Agent each case as is set forth in the case of an assignee that is not a Lender. Any such Eligible Assignee’s initial Maturity Date shall be the Maturity Date in effect for the Continuing Lenders at the time of such assignment. The Borrowers shall not be permitted to require a Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 2.8(c) unless the Borrowers have notified such Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date. Any Eligible Assignee which becomes a Lender as a result of such an assignment made pursuant to this Section 2.8(c) shall be deemed to have consented to the applicable relevant Extension of Maturity Date Request and, therefore, shall not be a Terminating LenderOffer. (d) Revolving The Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments (collectively, “Extension Amendments”) to this Agreement and the other Loan Documents as may be necessary in order to establish new tranches of Loans or L/C Obligations owing created pursuant to an Extension (including without limitation amending the definition of “Applicable Percentage” to effectuate the payment of different rates and fees to be made to those Lenders who have agreed to extend the maturity date of their Loans), in each case on terms consistent with this Section 2.11, and any Terminating Lender such Extension Amendments entered into with the Borrower by the Administrative Agent hereunder shall be binding on the Existing Maturity Date Lenders. The term of any Extension Amendment shall be binding upon only the Lenders agreeing to participate in the Extension Offer and then, only with respect to the Extension Loans of such Terminating Lenders. For the avoidance of doubt, no Extension Amendment shall modify in any respect any Loans of a Lender without the written consent of such Lender. All Extension Loans and all obligations in respect thereof shall be repaid in full, Obligations under this Agreement and the other Loan Documents that are secured by the Collateral on a pari passu basis with accrued interest and all other amounts then due applicable Obligations under this Agreement and owing thereon, on the Existing Maturity Date with respect to such Terminating Lenderother Loan Documents.

Extension of Maturity Date. The Borrower shall have the right, exercisable one time, to request that the Administrative Agent and the Revolving Lenders agree to extend the Maturity Date by one (a1) On any anniversary of year. The Borrower may exercise such right only by executing and delivering to the Closing Date Administrative Agent at least ninety (90) days but not more than one hundred eighty (180) days prior to the current Maturity Date, the Borrowers may a written request to extend the then-applicable Maturity Date (the “Existing Maturity Date”) for an additional one-year period such extension (an “Extension Period”) to the date that is one year after the Existing Maturity Date (the “Requested Maturity DateRequest”); provided that . The Administrative Agent shall notify the Borrowers may extend Revolving Lenders if it receives an Extension Request promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Maturity Date shall be extended for a maximum two one (21) such Extension Periods. The Borrowers may make such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) to year effective upon receipt by the Administrative Agent not less than 30 days and not more than 90 days prior to any anniversary of the Closing Date, so long as Extension Request and payment of the fee referred to in the following clause (ii): (i) each immediately prior to such extension and immediately after giving effect thereto, (A) no Default or Event of Default shall exist and (B) the representations and warranties contained in Section 7 made or deemed made by the Borrower and each other Loan Party in the other Credit Loan Documents to which any of them is a party, shall be true and correct in all material respects on and as of the date of such notice extension with the same force and as of the commencement date of the relevant Extension Period effect as if made on and as of each such date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (ii) no Default or Event of Default shall have occurred and be continuing on the date of such notice and as of the commencement date of the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from the Administrative Agent, notify the Borrowers and the Administrative Agent in writing of its election to extend or not to extend the Existing Maturity Date with respect to its Commitment. Any Lender which shall not timely notify the Borrowers and the Administrative Agent of its election to extend the Existing Maturity Date shall be deemed not to have elected to extend the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extension. (b) If and only if (i) one or more Lenders shall have agreed in writing during the 30 day period referred to in Section 2.8(a) to extend the Existing Maturity Date and (ii) the Borrowers shall have submitted except to the Administrative Agent, on the commencement date of the relevant Extension Period, a certificate of the Borrowers, substantially in the form of Exhibit 2.8(b) (the “Extension of Maturity Date Certificate”), stating extent that (x) the such representations and warranties made by each Borrower expressly relate solely to an earlier date (in or pursuant to the Credit Documents are which case such representations and warranties shall have been true and correct in all material respects on and as of the date thereof (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents; and (y) no Default or Event of Default by each Borrower has occurred and is continuing, then (Aii) the Commitments Borrower shall have paid to Administrative Agent for the ratable account of each of the Lenders other than Terminating Lenders a fee equal to 0.15% of the amount of the Aggregate Revolving Commitment on the effective date of the extension (which fee shall be fully earned on the “Continuing Lenders”, each a “Continuing Lender”) shall, subject to date the other provisions of this Credit Agreement, be extended to the Requested Maturity Date specified in Administrative Agent receives the Extension of Maturity Date Request from the Borrowers, and as to such Lenders the term “Maturity Date”, as used herein, shall on and after the date as of which the requested extension is effective mean such Requested Maturity Date, provided that if such date is not a Business Day, then such Requested Maturity Date shall be the next succeeding Business Day and (B) the Commitments and L/C Commitment share (if applicable) of the Terminating Lenders shall continue until the Existing Maturity Date and shall then terminate, and as to the Terminating Lenders, the term “Maturity Date”, as used herein, shall continue to mean the Existing Maturity Date. The Administrative Agent shall promptly notify (x) the Lenders of any Extension of Maturity Date Request, (y) the Lenders and the Borrowers of any extension of the Existing Maturity Date pursuant to this Section 2.8 and (z) 2.19). At any time prior to the Borrowers and the Lenders effectiveness of any Lender which becomes a Terminating Lender. (c) In the event that the Maturity Date shall have been extended for the Continuing Lenders in accordance with paragraph 2.8(b) above and, in connection with such extension, there are Terminating Lendersupon the Administrative Agent’s request, the Borrowers may, at their own expense and in their sole discretion and prior to the Existing Maturity Date, require any Terminating Lender to transfer and assign its interests, rights and obligations under this Credit Agreement in accordance with Section 4.5 to an Eligible Assignee that Borrower shall assume such assigned obligations and that shall agree that its Commitment will expire on the Maturity Date in effect for Continuing Lenders; provided, however, that the Borrowers shall have given written notice deliver to the Administrative Agent a certificate from the chief executive officer or chief financial officer certifying the matters referred to in the case of an assignee that is not a Lender. Any such Eligible Assignee’s initial Maturity Date shall be the Maturity Date in effect for the Continuing Lenders at the time of such assignment. The Borrowers shall not be permitted to require a Lender to assign any part of its interests, rights immediately preceding clauses (i)(A) and obligations under this Credit Agreement pursuant to this Section 2.8(c) unless the Borrowers have notified such Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date. Any Eligible Assignee which becomes a Lender as a result of such an assignment made pursuant to this Section 2.8(c) shall be deemed to have consented to the applicable Extension of Maturity Date Request and, therefore, shall not be a Terminating Lender(i)(B). (d) Revolving Loans or L/C Obligations owing to any Terminating Lender on the Existing Maturity Date with respect to such Terminating Lender shall be repaid in full, with accrued interest and all other amounts then due and owing thereon, on the Existing Maturity Date with respect to such Terminating Lender.

Extension of Maturity Date. (a) On any anniversary of the Closing Date prior to the Maturity Date, the Borrowers may request to extend the then-applicable Maturity Date (the “Existing Maturity Date”) for an additional one-year period (an “Extension Period”) to the date that is one year after the Existing Maturity Date (the “Requested Maturity Date”); provided that the Borrowers may extend the Maturity Date for a maximum two (2) such Extension Periods. The Borrowers may make such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) to the Administrative Agent not less than 30 days and not more than 90 days prior to any anniversary of the Closing Date, so long as (i) each of the representations and warranties contained in Section 7 and in the other Credit Documents shall be true and correct in all material respects on and as of the date of such notice and as of the commencement date of the relevant Extension Period as if made on and as of each date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (ii) no Default or Event of Default shall have occurred and be continuing on the date of such notice and as of the commencement date of the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from the Administrative Agent, notify the Borrowers and the Administrative Agent in writing of its election to extend or not to extend the Existing Maturity Date with respect to its Commitment. Any Lender which shall not timely notify the Borrowers and the Administrative Agent of its election to extend the Existing Maturity Date shall be deemed not to have elected to extend the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extension. (b) If and only if (i) one or more the Required Lenders (including in the determination thereof the Commitments of all Terminating Lenders on such date) shall have agreed in writing during the 30 day period referred to in Section 2.8(a) to extend the Existing Maturity Date and (ii) the Borrowers shall have submitted to the Administrative Agent, on the commencement date of the relevant Extension Period, a certificate of the Borrowers, substantially in the form of Exhibit 2.8(b) (the “Extension of Maturity Date Certificate”), stating that (x) the representations and warranties made by each Borrower in or pursuant to the Credit Documents are true and correct in all material respects on and as of the date thereof (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (y) no Default or Event of Default by each Borrower has occurred and is continuing, then (A) the Commitments of the Lenders other than Terminating Lenders (the “Continuing Lenders”, each a “Continuing Lender”) shall, subject to the other provisions of this Credit Agreement, be extended to the Requested Maturity Date specified in the Extension of Maturity Date Request from the Borrowers, and as to such Lenders the term “Maturity Date”, as used herein, shall on and after the date as of which the requested extension is effective mean such Requested Maturity Date, provided that if such date is not a Business Day, then such Requested Maturity Date shall be the next succeeding Business Day and (B) the Commitments and L/C Commitment share (if applicable) of the Terminating Lenders shall continue until the Existing Maturity Date Date, and shall then terminate, and as to the Terminating Lenders, the term “Maturity Date”, as used herein, shall continue to mean the Existing Maturity Date. The Administrative Agent shall promptly notify (x) the Lenders of any Extension of Maturity Date Request, (y) the Lenders and the Borrowers of any extension of the Existing Maturity Date pursuant to this Section 2.8 and (z) the Borrowers and the Lenders of any Lender which becomes a Terminating Lender. (c) In the event that the Maturity Date shall have been extended for the Continuing Lenders in accordance with paragraph 2.8(b) above and, in connection with such extension, there are Terminating Lenders, the Borrowers may, at their own expense and in their sole discretion and prior to the Existing Maturity Date, require any Terminating Lender to transfer and assign its interests, rights and obligations under this Credit Agreement in accordance with Section 4.5 to an Eligible Assignee that shall assume such assigned obligations and that shall agree that its Commitment will expire on the Maturity Date in effect for Continuing Lenders; provided, however, that the Borrowers shall have given written notice to the Administrative Agent in the case of an assignee that is not a Lender. Any such Eligible Assignee’s initial Maturity Date shall be the Maturity Date in effect for the Continuing Lenders at the time of such assignment. The Borrowers shall not be permitted to require a Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 2.8(c) unless the Borrowers have notified such Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date. Any Eligible Assignee which becomes a Lender as a result of such an assignment made pursuant to this Section 2.8(c) shall be deemed to have consented to the applicable Extension of Maturity Date Request and, therefore, shall not be a Terminating Lender. (d) Revolving Loans or L/C Obligations owing to any Terminating Lender on the Existing Maturity Date with respect to such Terminating Lender shall be repaid in full, with accrued interest and all other amounts then due and owing thereon, on the Existing Maturity Date with respect to such Terminating Lender.

Extension of Maturity Date. (a) On any anniversary of the Closing Date Not less than 60 days and no more than 90 days prior to the Maturity DateDate then in effect, provided that no Event of Default shall have occurred and be continuing, the Borrowers Company may request to extend the then-applicable an extension of such Maturity Date (the “Existing Maturity Date”) for an additional one-year period (an “Extension Period”) by submitting to the date that is one year after Agent an Extension Request containing the Existing Maturity Date (information in respect of such extension specified in Exhibit 2.20, which the “Requested Maturity Date”); provided that the Borrowers may extend the Maturity Date for a maximum two (2) such Extension PeriodsAgent shall promptly furnish to each Bank. The Borrowers may make such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) to the Administrative Agent Each Bank shall, not less than 30 days and not more than 90 60 days prior to the Maturity Date then in effect, notify the Company and the Agent of its election (in its sole and absolute discretion) to extend or not extend the Maturity Date as requested in such Extension Request. Notwithstanding any anniversary provision of this Agreement to the contrary, any notice by any Bank of its willingness to extend the Maturity Date shall be revocable by such Bank in its sole and absolute discretion at any time prior to the date that is 30 days prior to the Maturity Date then in effect. If all Banks shall approve in writing the extension of the Closing DateMaturity Date requested in such Extension Request, so long as the Maturity Date shall automatically and without any further action by any Person be extended for the period specified in such Extension Request; provided that (i) each of the representations and warranties contained in extension pursuant to this Section 7 and in the other Credit Documents 2.20 shall be true and correct in all material respects on and as for a maximum of the date of such notice and as of the commencement date of the relevant Extension Period as if made on and as of each date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (ii) no Default or Event of Default shall have occurred and be continuing on the date of such notice and as of the commencement date of the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 364 days after its receipt of any such notice from the Administrative Agent, notify the Borrowers and the Administrative Agent in writing of its election to extend or not to extend the Existing Maturity Date with respect to its Commitment. Any Lender which shall not timely notify the Borrowers and the Administrative Agent of its election to extend the Existing Maturity Date shall be deemed not to have elected to extend the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extension. (b) If and only if (i) one or more Lenders shall have agreed in writing during the 30 day period referred to in Section 2.8(a) to extend the Existing Maturity Date and (ii) the Borrowers shall have submitted to the Administrative Agent, on the commencement date of the relevant Extension Period, a certificate of the Borrowers, substantially in the form of Exhibit 2.8(b) (the “Extension of Maturity Date Certificate”), stating that (x) the representations and warranties made by each Borrower in or pursuant to the Credit Documents are true and correct in all material respects on and as of the date thereof (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (y) no Default or Event of Default by each Borrower has occurred and is continuing, then (A) the Commitments of the Lenders other than Terminating Lenders (the “Continuing Lenders”, each a “Continuing Lender”) shall, subject to the other provisions of this Credit Agreement, be extended to the Requested Maturity Date specified in the Extension of Maturity Date Request from the Borrowers, and as to such Lenders the term “Maturity Date”, as used herein, shall on and after the date as of which the requested extension is effective mean such Requested Maturity Date, provided that if such date is not a Business Day, then such Requested Maturity Date shall not be extended beyond the next succeeding Business Day and (B) the Commitments and L/C Commitment share (if applicable) second anniversary of the Terminating Lenders shall continue until the Existing Maturity Date and shall then terminate, and as to the Terminating Lenders, the term “Maturity Date”, as used herein, shall continue to mean the Existing original Maturity Date. If, not less than 30 days and not more than 60 days prior to the Maturity Date then in effect, all Banks shall not approve in writing the extension of the Maturity Date requested in an Extension Request, the Maturity Date shall not be extended pursuant to such Extension Request. The Administrative Agent shall promptly notify (x) the Lenders of any Extension of Maturity Date Request, (y) the Lenders Banks and the Borrowers Company of any extension of the Existing Maturity Date pursuant to this Section 2.8 and (z) the Borrowers and the Lenders of any Lender which becomes a Terminating Lender2.20. (c) In the event that the Maturity Date shall have been extended for the Continuing Lenders in accordance with paragraph 2.8(b) above and, in connection with such extension, there are Terminating Lenders, the Borrowers may, at their own expense and in their sole discretion and prior to the Existing Maturity Date, require any Terminating Lender to transfer and assign its interests, rights and obligations under this Credit Agreement in accordance with Section 4.5 to an Eligible Assignee that shall assume such assigned obligations and that shall agree that its Commitment will expire on the Maturity Date in effect for Continuing Lenders; provided, however, that the Borrowers shall have given written notice to the Administrative Agent in the case of an assignee that is not a Lender. Any such Eligible Assignee’s initial Maturity Date shall be the Maturity Date in effect for the Continuing Lenders at the time of such assignment. The Borrowers shall not be permitted to require a Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 2.8(c) unless the Borrowers have notified such Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date. Any Eligible Assignee which becomes a Lender as a result of such an assignment made pursuant to this Section 2.8(c) shall be deemed to have consented to the applicable Extension of Maturity Date Request and, therefore, shall not be a Terminating Lender. (d) Revolving Loans or L/C Obligations owing to any Terminating Lender on the Existing Maturity Date with respect to such Terminating Lender shall be repaid in full, with accrued interest and all other amounts then due and owing thereon, on the Existing Maturity Date with respect to such Terminating Lender.

Extension of Maturity Date. The Borrower shall have the right, upon written notice to the Administrative Agent (a) On any anniversary which the Administrative Agent will distribute to each of the Closing Date Lenders) (the "Extension Notice") not earlier than 90 days and not later than 60 days prior to the Maturity Date, the Borrowers may request to extend the then-applicable Maturity Date then in effect (the “"Existing Maturity Date”) for an additional one-year period (an “Extension Period”") to the date that is one year after extend the Existing Maturity Date for one additional one (1) year period (the “"Requested Maturity Date”") (provided that if the Requested Maturity Date is not a Business Day, then such Requested Maturity Date shall be the immediately preceding Business Day); provided that subject, however, in any such case, to satisfaction of the Borrowers may extend following conditions precedent: (a) no Event of Default shall have occurred and be continuing (i) on the date on which such Extension Notice is delivered and (ii) during any time following the date of delivery of such Extension Notice and the Maturity Date for a maximum two then in effect; (2b) such Extension Periods. The Borrowers may make such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) to the Administrative Agent not less than 30 days and not more than 90 days prior to any anniversary of the Closing Date, so long as (i) each of the representations and warranties contained set forth in Section 7 and in the other Article VI this Credit Documents Agreement shall be true and correct in all material respects on and as of the date of on which such notice and as of the commencement date of the relevant Extension Period as if made on and as of each date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (ii) no Default or Event of Default shall have occurred and be continuing on the date of such notice and as of the commencement date of the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from the Administrative Agent, notify the Borrowers and the Administrative Agent in writing of its election to extend or not to extend the Existing Maturity Date with respect to its Commitment. Any Lender which shall not timely notify the Borrowers and the Administrative Agent of its election to extend the Existing Maturity Date shall be deemed not to have elected to extend the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extension. (b) If and only if (i) one or more Lenders shall have agreed in writing during the 30 day period referred to in Section 2.8(a) to extend the Existing Maturity Date and (ii) the Borrowers shall have submitted to the Administrative Agent, on the commencement date of the relevant Extension Period, a certificate of the Borrowers, substantially in the form of Exhibit 2.8(b) (the “Extension of Maturity Date Certificate”), stating that (x) the representations and warranties made by each Borrower in or pursuant to the Credit Documents are true and correct in all material respects on and as of the date thereof (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (y) no Default or Event of Default by each Borrower has occurred and is continuing, then (A) the Commitments of the Lenders other than Terminating Lenders (the “Continuing Lenders”, each a “Continuing Lender”) shall, subject to the other provisions of this Credit Agreement, be extended to the Requested Maturity Date specified in the Extension of Maturity Date Request from the Borrowers, and as to such Lenders the term “Maturity Date”, as used herein, shall on and after the date as of which the requested maturity extension is effective mean such Requested Maturity Date, provided that if such date is not a Business Day, then such Requested Maturity Date shall be the next succeeding Business Day and (B) the Commitments and L/C Commitment share (if applicable) of the Terminating Lenders shall continue until the Existing Maturity Date and shall then terminate, and as to the Terminating Lenders, the term “Maturity Date”, as used herein, shall continue to mean the Existing Maturity Date. The Administrative Agent shall promptly notify (x) the Lenders of any Extension of Maturity Date Request, (y) the Lenders and the Borrowers of any extension of the Existing Maturity Date pursuant to this Section 2.8 and (z) the Borrowers and the Lenders of any Lender which becomes a Terminating Lender.become effective; (c) In the event that the Maturity Date shall have been extended for the Continuing Lenders in accordance with paragraph 2.8(b) above and, in connection with such extension, there are Terminating Lenders, the Borrowers may, at their own expense and in their sole discretion and prior to on or before the Existing Maturity Date, require any Terminating Lender to transfer and assign its interests, rights and obligations under this Credit Agreement in accordance with Section 4.5 to an Eligible Assignee that shall assume such assigned obligations and that shall agree that its Commitment will expire on the Maturity Date in effect for Continuing Lenders; provided, however, that the Borrowers shall have given written notice to the Administrative Agent in shall have received, on behalf of each of the case of an assignee that is not a Lender. Any such Eligible Assignee’s initial Maturity Date shall be Lenders, updated appraisals, commissioned, reviewed and approved by the Maturity Date in effect for the Continuing Lenders at the time of such assignment. The Borrowers shall not be permitted Administrative Agent with respect to require a Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 2.8(c) unless the Borrowers have notified such Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date. Any Eligible Assignee which becomes a Lender as a result of such an assignment made pursuant to this Section 2.8(c) shall be deemed to have consented to the applicable Extension of Maturity Date Request each Borrowing Base Asset; and, therefore, shall not be a Terminating Lender. (d) Revolving Loans on or L/C Obligations owing to any Terminating Lender on before the Existing Maturity Date with respect to such Terminating Lender Date, the Administrative Agent shall be repaid in full, with accrued interest and all other amounts then due and owing thereonhave received, on behalf of each of the Existing Lenders, a fee in the amount of 0.30% on the Revolving Committed Amount as of the date on which such Extension Notice was delivered, such fee to be allocated to the Lenders according to each Lender's Pro Rata Share of the Revolving Committed Amount. Notwithstanding anything to the contrary contained in this Section 3.5, the Maturity Date with respect to such Terminating Lendermay not be extended for more than one additional one (1) year period.

Extension of Maturity Date. (a) On any anniversary The Borrower may request that the Floorplan Maturity Date and the Working Capital Maturity Date be extended for additional terms of twelve (12) months each. Each of the Closing following conditions must be satisfied in a manner acceptable to Administrative Agent as a condition precedent to extension of the Floorplan Maturity Date prior to and the Working Capital Maturity Date, as applicable: (i) the Borrowers may request Borrower delivers written notice to extend the then-applicable Maturity Date (the “Existing Maturity Date”) for an additional one-year period (an “Extension Period”) to the date that is one year after the Existing Maturity Date (the “Requested Maturity Date”); provided that the Borrowers may extend the Maturity Date for a maximum two (2) such Extension Periods. The Borrowers may make such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) to the Administrative Agent not less than 30 days and not more than 90 ninety (90) days prior to any anniversary the Floorplan Maturity Date and the Working Capital Maturity Date, advising that the Borrower requests the extension (the “Borrower Extension Notice”); (ii) the Administrative Agent and each Lender has consented in writing to such extension, which consent may be granted or withheld in the Administrative Agent’s and/or each Lender’s sole and absolute discretion; and (iii) the Borrower, Administrative Agent and each Lenders shall have entered into an amendment to this Agreement which amendment shall confirm the extension of the Closing Date, so long as Floorplan Maturity Date and the Working Capital Maturity Date and otherwise be in a form reasonably acceptable to Borrower and Lender; (i) each of the representations and warranties contained in Section 7 and in the other Credit Documents shall be true and correct in all material respects on and as of the date of such notice and as of the commencement date of the relevant Extension Period as if made on and as of each date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (iiiv) no Default or Event of Default shall have occurred and be continuing on exists (i) as of the date of the Borrower Extension Notice and (ii) if such notice extension is approved by Administrative Agent and each Lender commencement date as of the commencement effective date of such extension term; and (v) the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from Borrower has reimbursed the Administrative Agent, notify the Borrowers and Agent for all costs reasonably incurred by the Administrative Agent in writing of its election to extend or not to extend processing the Existing Maturity Date with respect to its Commitment. Any Lender which shall not timely notify the Borrowers extension request, including, without limitation, reasonable legal fees and the Administrative Agent of its election to extend the Existing Maturity Date shall be deemed not to have elected to extend the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extensionexpenses. (b) If Within 30 days of a Borrower Extension Notice being posted to the Electronic Platform, the Administrative Agent and only if (i) one or more Lenders shall have agreed each Lender by its signature hereto, agrees to respond to Borrower in writing during stating its consent and approval or its rejection of the 30 day period referred to in Section 2.8(a) to extend then proposed extension of the Existing Floorplan Maturity Date and the Working Capital Maturity Date (ii) “Lender Party Response”). As to any such extension to which a Lender consents and approves in a Lender Party Response, such Lender agrees to execute any amendment to this Agreement evidencing such extension promptly upon the Borrowers shall have submitted to the request of Borrower and Administrative Agent, on the commencement date of the relevant Extension Period, a certificate of the Borrowers, substantially in the form of Exhibit 2.8(b) (the “Extension of Maturity Date Certificate”), stating that (x) the representations and warranties made by each Borrower in or pursuant to the Credit Documents are true and correct in all material respects on and as of the date thereof (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (y) no Default or Event of Default by each Borrower has occurred and is continuing, then (A) the Commitments of the Lenders other than Terminating Lenders (the “Continuing Lenders”, each a “Continuing Lender”) shall, subject to the other provisions of this Credit Agreement, be extended to the Requested Maturity Date specified in the Extension of Maturity Date Request from the Borrowers, and as to such Lenders the term “Maturity Date”, as used herein, shall on and after the date as of which the requested extension is effective mean such Requested Maturity Date, provided that if such date is not a Business Day, then such Requested Maturity Date shall be the next succeeding Business Day and (B) the Commitments and L/C Commitment share (if applicable) of the Terminating Lenders shall continue until the Existing Maturity Date and shall then terminate, and as to the Terminating Lenders, the term “Maturity Date”, as used herein, shall continue to mean the Existing Maturity Date. The Administrative Agent shall promptly notify (x) the Lenders of any Extension of Maturity Date Request, (y) the Lenders and the Borrowers of any extension of the Existing Maturity Date pursuant to this Section 2.8 and (z) the Borrowers and the Lenders of any Lender which becomes a Terminating Lender. (c) In the event that the Maturity Date shall have been extended for the Continuing Lenders in accordance with paragraph 2.8(b) above and, in connection with such extension, there are Terminating Lenders, the Borrowers may, at their own expense and in their sole discretion and prior to the Existing Maturity Date, require any Terminating Lender to transfer and assign its interests, rights and obligations under this Credit Agreement in accordance with Section 4.5 to an Eligible Assignee that shall assume such assigned obligations and that shall agree that its Commitment will expire on the Maturity Date in effect for Continuing Lenders; provided, however, that the Borrowers shall have given written notice to the Administrative Agent in the case of an assignee that is not a Lender. Any such Eligible Assignee’s initial Maturity Date shall be the Maturity Date in effect for the Continuing Lenders at the time of such assignment. The Borrowers shall not be permitted to require a Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 2.8(c) unless the Borrowers have notified such Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date. Any Eligible Assignee which becomes a Lender as a result of such an assignment made pursuant to this Section 2.8(c) shall be deemed to have consented to the applicable Extension of Maturity Date Request and, therefore, shall not be a Terminating Lender. (d) Revolving Loans or L/C Obligations owing to any Terminating Lender on the Existing Maturity Date with respect to such Terminating Lender shall be repaid in full, with accrued interest and all other amounts then due and owing thereon, on the Existing Maturity Date with respect to such Terminating Lender.

Extension of Maturity Date. (a) On Each Lender’s Commitment may be extended, if at the time the conditions specified in Section 4.02 are met, in the manner set forth in this Section 2.24, on not more than two occasions (any anniversary of the Closing Date prior to the Maturity Datesuch occasion, the Borrowers may request to extend the then-applicable Maturity Date (the an “Existing Maturity Extension Date”) for an additional one-year a period (an “Extension Period”) to the date that is of one year after the Existing Maturity Date (date on which the “Requested Maturity Date”)Commitment of such Lender would have been terminated; provided that the Borrowers may extend the no such extension request shall result in a Maturity Date for a maximum two (2) such any Lender that is more than five years after the relevant Extension PeriodsDate. The Borrowers may make such If the Company wishes to request in a an extension of each Lender’s Commitment, it shall give notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) to that effect to the Administrative Agent not less than 30 days and not more than 90 days prior to any anniversary of the Closing applicable Extension Date, so long as (i) whereupon the Administrative Agent shall promptly notify each of the representations and warranties contained in Section 7 and in the other Credit Documents shall be true and correct in all material respects on and as of the date Lenders of such notice and as of the commencement date of the relevant Extension Period as if made on and as of each date (orrequest. Each Lender will use its best efforts to respond to such request, if any such representation and warranty is expressly stated to have been made as of a specific datewhether affirmatively or negatively, as it may elect in its discretion, within 15 days of such specific date) and request (ii) no Default or Event of Default shall have occurred and be continuing on such longer period as the date of such notice and as of the commencement date of the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from the Administrative Agent, notify the Borrowers Company and the Administrative Agent in writing of its election may reasonably agree) to the Administrative Agent. If any Lender shall not have responded affirmatively within such 15-day period (or such longer period, if applicable), such Lender shall be deemed to have rejected the Company’s proposal to extend or not to extend the Existing Maturity Date with respect to its Commitment. Any Lender , and only the Commitments of those Lenders which have responded affirmatively shall not timely notify the Borrowers and be extended, subject to receipt by the Administrative Agent of its election counterparts of an extension agreement in form reasonably satisfactory to extend the Existing Maturity Date shall be deemed not to have elected to extend the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of and the Company (an election not to extend or fails to timely notify “Extension Agreement”), duly completed and signed by the Borrowers and Company, the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectively, of the “Terminating Lenders”)Lenders which have responded affirmatively. The election Administrative Agent shall provide to the Company, no later than 10 days prior to the Extension Date for any such request, a list of the Lenders which have responded affirmatively. The Extension Agreement shall be executed and delivered no later than five days prior to the Extension Date, and no extension of the Commitments pursuant to this Section 2.24 shall be legally binding on any Lender to agree to a requested extension shall not obligate any other Lender to agree to party hereto unless and until such requested extensionExtension Agreement is so executed and delivered by Lenders having at least 51% of the aggregate amount of the Commitments. (b) If and only if any Lender rejects, or is deemed to have rejected, the Borrower’s proposal to extend its Commitment (i) one or more Lenders this Agreement shall have agreed in writing during terminate on the 30 day period referred to in Section 2.8(a) to extend the Existing Maturity Date and with respect to such Lender, (ii) the Borrowers Borrower shall have submitted pay to such Lender on the Maturity Date any amounts due and payable to such Lender on such date and (iii) the Borrower may, if it so elects, designate a Person not theretofore a Lender and reasonably acceptable to the Administrative AgentAgent to become a Lender, on the commencement date of the relevant Extension Period, a certificate of the Borrowers, substantially in the form of Exhibit 2.8(b) (the “Extension of Maturity Date Certificate”), stating or agree with an existing Lender that (x) the representations and warranties made by each Borrower in or pursuant to the Credit Documents are true and correct in all material respects on and as of the date thereof (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (y) no Default or Event of Default by each Borrower has occurred and is continuing, then (A) the Commitments of the Lenders other than Terminating Lenders (the “Continuing Lenders”, each a “Continuing Lender”) shall, subject to the other provisions of this Credit Agreement, ’s Commitment shall be extended to the Requested Maturity Date specified in the Extension of Maturity Date Request from the Borrowers, and as to such Lenders the term “Maturity Date”, as used herein, shall on and after the date as of which the requested extension is effective mean such Requested Maturity Dateincreased, provided that if such date is not a Business Day, then such Requested Maturity Date shall be the next succeeding Business Day and (B) aggregate amount of the Commitments and L/C Commitment share (if applicable) following any designation or agreement may not exceed the aggregate amount of the Terminating Lenders shall continue until the Existing Maturity Date and shall then terminate, and Commitments as in effect immediately prior to the Terminating Lendersrelevant request. Upon execution and delivery by the Borrower and such replacement Lender or other Person of an instrument of assumption in form and amount reasonably satisfactory to the Administrative Agent and execution and delivery of the Extension Agreement pursuant to Section 2.24(a), such existing Lender shall have a Commitment as therein set forth or such other Person shall become a Lender with a Commitment as therein set forth and all the term “Maturity Date”, as used herein, shall continue to mean the Existing Maturity Date. rights and obligations of a Lender with such a Commitment hereunder. (c) The Administrative Agent shall promptly notify (x) the Lenders of any Extension of Maturity Date Request, (y) the Lenders and the Borrowers Company of any the effectiveness of each extension of the Existing Maturity Date Commitments pursuant to this Section 2.8 and (z) the Borrowers and the Lenders of any Lender which becomes a Terminating Lender. (c) In the event that the Maturity Date shall have been extended for the Continuing Lenders in accordance with paragraph 2.8(b) above and, in connection with such extension, there are Terminating Lenders, the Borrowers may, at their own expense and in their sole discretion and prior to the Existing Maturity Date, require any Terminating Lender to transfer and assign its interests, rights and obligations under this Credit Agreement in accordance with Section 4.5 to an Eligible Assignee that shall assume such assigned obligations and that shall agree that its Commitment will expire on the Maturity Date in effect for Continuing Lenders; provided, however, that the Borrowers shall have given written notice to the Administrative Agent in the case of an assignee that is not a Lender. Any such Eligible Assignee’s initial Maturity Date shall be the Maturity Date in effect for the Continuing Lenders at the time of such assignment. The Borrowers shall not be permitted to require a Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 2.8(c) unless the Borrowers have notified such Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date. Any Eligible Assignee which becomes a Lender as a result of such an assignment made pursuant to this Section 2.8(c) shall be deemed to have consented to the applicable Extension of Maturity Date Request and, therefore, shall not be a Terminating Lender2.24. (d) Revolving Loans or L/C Obligations owing If, by reason of the operation of this Section 2.24, the Maturity Date of any Lender (a “Terminating Lender”) occurs prior to the Maturity Date of any other Lender, then (i) upon such earlier Maturity Date, the participations of the Terminating Lender on in all then outstanding Letters of Credit shall be reallocated among the Existing Maturity Date with respect other Lenders and/or cash collateralized in the same manner as contemplated by Section 2.23(b) and (ii) subject to such implementation of clause (i), the participation of the Terminating Lender in each then outstanding Letter of Credit shall be repaid in full, with accrued interest and all other amounts then due and owing thereon, on the Existing Maturity Date with respect to such Terminating Lenderterminate.

Extension of Maturity Date. (a) On any anniversary of the Closing Date prior to the Maturity Date, the Borrowers may request to extend the then-applicable Maturity Date (the “Existing Maturity Date”) for an additional one-year period (an “Extension Period”) to the date Provided that is one year after the Existing Maturity Date (the “Requested Maturity Date”); provided that the Borrowers may extend the Maturity Date for a maximum two (2) such Extension Periods. The Borrowers may make such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) to the Administrative Agent not less than 30 days and not more than 90 days prior to any anniversary of the Closing Date, so long as (i) each of the representations and warranties contained in Section 7 and in the other Credit Documents shall be true and correct in all material respects on and as of the date of such notice and as of the commencement date of the relevant Extension Period as if made on and as of each date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (ii) no Default or Event of Default shall have has occurred and is continuing, the Company may, by written notice to Agent (with sufficient copies for each Bank) (which notice shall be continuing on irrevocable and which shall not be deemed effective unless actually received by Agent) prior to November 1, but not before October 1, of each fiscal year, request that the Banks extend the then applicable Maturity Date to a date of that is one year later than the Maturity Date, then in effect (each such notice and as of the commencement date of the relevant Extension Periodrequest, a "Request"). Each Lender, acting in its sole discretion, Bank shall, not later than a date 30 days after its receipt November 30th of any such fiscal year, give written notice from to the Administrative Agent, notify the Borrowers and the Administrative Agent in writing of its election to extend or not stating whether such Bank is willing to extend the Existing Maturity Date with respect to its Commitmentas requested. Any Lender which shall not timely notify If Agent has received the Borrowers and aforesaid written approvals of such Request from each of the Administrative Agent Banks, then, effective upon the date of its election to extend Agent's receipt of all such written approvals from the Existing Banks, as aforesaid, the Maturity Date shall be deemed not to have elected to extend so extended for an additional one year period, the Existing term Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers shall mean such extended date and the Administrative Agent of an election not to extend or fails to timely shall promptly notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all Company that such Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extensionhas occurred. (b) If and only if (i) one or more Lenders shall have agreed in writing during any Bank gives the 30 day period referred to in Section 2.8(a) Agent written notice that it is unwilling to extend the Existing Maturity Date and as requested or (ii) any Bank fails to provide written approval to Agent of such a Request on or before November 30th of such fiscal year, the Borrowers shall have submitted to the Administrative Agent, on the commencement date of the relevant Extension Period, a certificate of the Borrowers, substantially in the form of Exhibit 2.8(b) (the “Extension of Maturity Date Certificate”), stating that (xw) the representations and warranties made by each Borrower in or pursuant to the Credit Documents are true and correct in all material respects on and as of the date thereof (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (y) no Default or Event of Default by each Borrower has occurred and is continuing, then (A) the Commitments of the Lenders other than Terminating Lenders (the “Continuing Lenders”, each a “Continuing Lender”) shall, subject to the other provisions of this Credit Agreement, be extended to the Requested Maturity Date specified in the Extension of Maturity Date Request from the Borrowers, and as to such Lenders the term “Maturity Date”, as used herein, shall on and after the date as of which the requested extension is effective mean such Requested Maturity Date, provided that if such date is not a Business Day, then such Requested Maturity Date shall be the next succeeding Business Day and (B) the Commitments and L/C Commitment share (if applicable) of the Terminating Lenders shall continue until the Existing Maturity Date and shall then terminate, and as to the Terminating Lenders, the term “Maturity Date”, as used herein, shall continue to mean the Existing Maturity Date. The Administrative Agent shall promptly notify (x) the Lenders of any Extension of Maturity Date Request, (y) the Lenders and the Borrowers of any extension of the Existing Maturity Date pursuant to this Section 2.8 and (z) the Borrowers and the Lenders of any Lender which becomes a Terminating Lender. (c) In the event that the Maturity Date shall have been extended for the Continuing Lenders in accordance with paragraph 2.8(b) above and, in connection with such extension, there are Terminating Lenders, the Borrowers may, at their own expense and in their sole discretion and prior to the Existing Maturity Date, require any Terminating Lender to transfer and assign its interests, rights and obligations under this Credit Agreement in accordance with Section 4.5 to an Eligible Assignee that shall assume such assigned obligations and that shall agree that its Commitment will expire on the Maturity Date in effect for Continuing Lenders; provided, however, that the Borrowers shall have given written notice to the Administrative Agent in the case of an assignee that is not a Lender. Any such Eligible Assignee’s initial Maturity Date shall be the Maturity Date in effect for the Continuing Lenders at the time of such assignment. The Borrowers shall not be permitted to require a Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 2.8(c) unless the Borrowers have notified such Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date. Any Eligible Assignee which becomes a Lender as a result of such an assignment made pursuant to this Section 2.8(c) Banks shall be deemed to have consented declined to extend the Maturity Date, (x) the then- current Maturity Date shall remain in effect (with no further right on the part of the Company to request extensions thereof under this Section 2.9), and (y) the commitments of the Banks to make Floor Plan Loans or Acquisition Loans hereunder shall terminate on the Maturity Date then in effect, the Floor Plan Agent shall take such action as necessary to terminate and suspend all Drafting Agreements effective ten (10) days prior to the applicable Extension of Maturity Date Request andthen in effect, therefore, and Agent shall not be a Terminating Lenderpromptly notify Company thereof. (d) Revolving Loans or L/C Obligations owing to any Terminating Lender on the Existing Maturity Date with respect to such Terminating Lender shall be repaid in full, with accrued interest and all other amounts then due and owing thereon, on the Existing Maturity Date with respect to such Terminating Lender.

Extension of Maturity Date. The Borrower shall have the right, exercisable two (a2) On any anniversary of times for the Closing Facility, to request that the Administrative Agent and the Revolving Lenders agree to extend the Maturity Date by a six-month period. The Borrower may exercise such right only by executing and delivering to the Administrative Agent at least ninety (90) days but not more than one hundred eighty (180) days prior to the current Maturity Date, the Borrowers may a written request to extend the then-applicable Maturity Date (the “Existing Maturity Date”) for an additional one-year period such extension (an “Extension Period”) to the date that is one year after the Existing Maturity Date (the “Requested Maturity DateRequest”); provided that . The Administrative Agent shall notify the Borrowers may extend Revolving Lenders if it receives an Extension Request promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Maturity Date shall be extended for a maximum two (2) such Extension Periods. The Borrowers may make such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) to six-month period effective upon receipt by the Administrative Agent not less than 30 days and not more than 90 days prior to any anniversary of the Closing Date, so long as Extension Request and payment of the fee referred to in the following clause (ii): (i) each immediately prior to such extension and immediately after giving effect thereto, (A) no Default or Event of Default shall exist and (B) the representations and warranties contained in Section 7 made or deemed made by the Borrower and each other Loan Party in the other Credit Loan Documents to which any of them is a party, shall be true and correct in all material respects (or, to the extent qualified by materiality or Material Adverse Effect, in all respects) on and as of the date of such notice extension with the same force and as of the commencement date of the relevant Extension Period effect as if made on and as of each such date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (ii) no Default or Event of Default shall have occurred and be continuing on the date of such notice and as of the commencement date of the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from the Administrative Agent, notify the Borrowers and the Administrative Agent in writing of its election to extend or not to extend the Existing Maturity Date with respect to its Commitment. Any Lender which shall not timely notify the Borrowers and the Administrative Agent of its election to extend the Existing Maturity Date shall be deemed not to have elected to extend the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extension. (b) If and only if (i) one or more Lenders shall have agreed in writing during the 30 day period referred to in Section 2.8(a) to extend the Existing Maturity Date and (ii) the Borrowers shall have submitted except to the Administrative Agent, on the commencement date of the relevant Extension Period, a certificate of the Borrowers, substantially in the form of Exhibit 2.8(b) (the “Extension of Maturity Date Certificate”), stating extent that (x) the such representations and warranties made by each Borrower expressly relate solely to an earlier date (in or pursuant to the Credit Documents are which case such representations and warranties shall have been true and correct in all material respects (or, to the extent qualified by materiality or Material Adverse Effect, in all respects) on and as of the date thereof (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents; and (y) no Default or Event of Default by each Borrower has occurred and is continuing, then (Aii) the Commitments Borrower shall have paid to Administrative Agent for the ratable account of each of the Lenders other than Terminating Lenders a fee equal to 0.0625% of the amount of the Aggregate Revolving Commitment on the effective date of the extension (which fee shall be fully earned on the “Continuing Lenders”, each a “Continuing Lender”) shall, subject to date the other provisions of this Credit Agreement, be extended to the Requested Maturity Date specified in Administrative Agent receives the Extension of Maturity Date Request from the Borrowers, and as to such Lenders the term “Maturity Date”, as used herein, shall on and after the date as of which the requested extension is effective mean such Requested Maturity Date, provided that if such date is not a Business Day, then such Requested Maturity Date shall be the next succeeding Business Day and (B) the Commitments and L/C Commitment share (if applicable) of the Terminating Lenders shall continue until the Existing Maturity Date and shall then terminate, and as to the Terminating Lenders, the term “Maturity Date”, as used herein, shall continue to mean the Existing Maturity Date. The Administrative Agent shall promptly notify (x) the Lenders of any Extension of Maturity Date Request, (y) the Lenders and the Borrowers of any extension of the Existing Maturity Date pursuant to this Section 2.8 and (z) 2.19). At any time prior to the Borrowers and the Lenders effectiveness of any Lender which becomes a Terminating Lender. (c) In the event that the Maturity Date shall have been extended for the Continuing Lenders in accordance with paragraph 2.8(b) above and, in connection with such extension, there are Terminating Lendersupon the Administrative Agent’s request, the Borrowers may, at their own expense and in their sole discretion and prior to the Existing Maturity Date, require any Terminating Lender to transfer and assign its interests, rights and obligations under this Credit Agreement in accordance with Section 4.5 to an Eligible Assignee that Borrower shall assume such assigned obligations and that shall agree that its Commitment will expire on the Maturity Date in effect for Continuing Lenders; provided, however, that the Borrowers shall have given written notice deliver to the Administrative Agent a certificate from the chief executive officer or chief financial officer certifying the matters referred to in the case of an assignee that is not a Lender. Any such Eligible Assignee’s initial Maturity Date shall be the Maturity Date in effect for the Continuing Lenders at the time of such assignment. The Borrowers shall not be permitted to require a Lender to assign any part of its interests, rights immediately preceding clauses (i)(A) and obligations under this Credit Agreement pursuant to this Section 2.8(c) unless the Borrowers have notified such Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date. Any Eligible Assignee which becomes a Lender as a result of such an assignment made pursuant to this Section 2.8(c) shall be deemed to have consented to the applicable Extension of Maturity Date Request and, therefore, shall not be a Terminating Lender(i)(B). (d) Revolving Loans or L/C Obligations owing to any Terminating Lender on the Existing Maturity Date with respect to such Terminating Lender shall be repaid in full, with accrued interest and all other amounts then due and owing thereon, on the Existing Maturity Date with respect to such Terminating Lender.

Extension of Maturity Date. (a) On At any anniversary of time following the Closing Date date which is 60 days prior to the then current Maturity Date, the Maturity Date may be extended for 364 days at Borrower's and the Co-Borrowers' election with the written consent of all of the Banks (which may be withheld in the sole and absolute discretion of each Bank). Not earlier than 60 days prior to the then current Maturity Date, and provided that Borrower and the Co-Borrowers are then in compliance with Section 7.1, Borrower and the Co-Borrowers may request to extend the then-applicable Maturity Date (the “Existing Maturity Date”) for an additional one-year period (an “Extension Period”) to the date that is one year after the Existing Maturity Date (the “Requested Maturity Date”); provided that the Borrowers may extend the Maturity Date for a maximum two (2) such Extension Periods. The Borrowers may make such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) deliver to the Administrative Agent not less than 30 days and not more than 90 days prior who will deliver to any anniversary each of the Closing Date, so long as (i) each Banks a written request for a 364-day extension of the Maturity Date together with a Certificate of a Responsible Official signed by a Senior Officer on behalf of Borrower and the Co-Borrowers stating that the representations and warranties contained in Section 7 Article 4 (other than representations and in the other Credit Documents shall be warranties which expressly speak as of a particular date or are no longer true and correct in all material respects as a result of a change which is not a violation of this Agreement) are true and correct on and as of the date of such notice Certificate. Within 30 days following the delivery of such Certificate, but in any event not sooner than 45 nor later than 15 days prior to the then current Maturity Date, each Bank shall notify the Administrative Agent whether (in its sole and absolute discretion) it consents to such request. Each Bank which fails to respond to any such request for extension shall be deemed to have refused to consent thereto. After receiving the notifications from all of the Banks or the expiration of such period, whichever is earlier, the Administrative Agent shall notify Borrower, the Co-Borrower and the Banks of the results thereof. If all of the Banks have consented to the extension then the Maturity Date shall be extended for 364 days, effective as of the commencement date then current Maturity Date. If Banks holding at least 662/3% of the relevant Extension Period as if made on and as of Commitment consent to the request for extension, but other Banks (each date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date"Non-Consenting Bank") and (ii) no Default or Event of Default shall have occurred and be continuing on the date of such notice and as of the commencement date of the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from notify the Administrative Agent, Agent that they will not consent to the request for extension (or fail to notify the Borrowers and the Administrative Agent in writing of its election their consent to extend or not to extend the Existing Maturity Date with respect to its Commitment. Any Lender which shall not timely notify the Borrowers extension), Borrower and the Administrative Agent Co-Borrowers may cause all of its election the Non-Consenting Banks to extend the Existing Maturity Date be removed as Banks under this Agreement pursuant to Section 11.26, provided that such removal shall be deemed not accomplished by assignment to have elected to extend the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extension. (b) If and only if (i) one or more Lenders shall have agreed in writing during the 30 day period referred Eligible Assignees which are willing to in Section 2.8(a) to extend the Existing Maturity Date and (ii) the Borrowers shall have submitted consent to the Administrative Agent, on the commencement date request for extension and not by reduction of the relevant Extension Period, a certificate amount of the Borrowers, substantially in the form of Exhibit 2.8(b) (the “Extension of Maturity Date Certificate”), stating that (x) the representations and warranties made by each Borrower in or pursuant to the Credit Documents are true and correct in all material respects on and as of the date thereof (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (y) no Default or Event of Default by each Borrower has occurred and is continuing, then (A) the Commitments of the Lenders other than Terminating Lenders (the “Continuing Lenders”, each a “Continuing Lender”) shall, subject to the other provisions of this Credit Agreement, be extended to the Requested Maturity Date specified in the Extension of Maturity Date Request from the Borrowers, and as to such Lenders the term “Maturity Date”, as used herein, shall on and after the date as of which the requested extension is effective mean such Requested Maturity Date, provided that if such date is not a Business Day, then such Requested Maturity Date shall be the next succeeding Business Day and (B) the Commitments and L/C Commitment share (if applicable) of the Terminating Lenders shall continue until the Existing Maturity Date and shall then terminate, and as to the Terminating Lenders, the term “Maturity Date”, as used herein, shall continue to mean the Existing Maturity DateCommitment. The Administrative Agent shall promptly notify (x) the Lenders of any Extension of Maturity Date Request, (y) the Lenders and the Borrowers of any extension of the Existing Maturity Date pursuant to this Section 2.8 and (z) the Borrowers and the Lenders of any Lender which becomes a Terminating Lender. (c) In the event that sufficient Eligible Assignees can be identified to assume the Maturity Date shall have been extended Pro Rata Shares of the Non-Consenting Banks, then the request for the Continuing Lenders in accordance with paragraph 2.8(b) above and, in connection with such extension, there are Terminating Lenders, the Borrowers may, at their own expense and in their sole discretion and prior to the Existing Maturity Date, require any Terminating Lender to transfer and assign its interests, rights and obligations under this Credit Agreement in accordance with Section 4.5 to an Eligible Assignee that shall assume such assigned obligations and that shall agree that its Commitment will expire on the Maturity Date in effect for Continuing Lenders; provided, however, that the Borrowers shall have given written notice to the Administrative Agent in the case of an assignee that is not a Lender. Any such Eligible Assignee’s initial Maturity Date extension shall be granted with the Maturity Date in effect for the Continuing Lenders at the time of such assignment. The Borrowers shall not be permitted to require a Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 2.8(c) unless the Borrowers have notified such Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date. Any Eligible Assignee which becomes a Lender as a result of such an assignment made pursuant to this Section 2.8(c) shall be deemed to have consented to the applicable Extension of Maturity Date Request and, therefore, shall not be a Terminating Lenderset forth above. (d) Revolving Loans or L/C Obligations owing to any Terminating Lender on the Existing Maturity Date with respect to such Terminating Lender shall be repaid in full, with accrued interest and all other amounts then due and owing thereon, on the Existing Maturity Date with respect to such Terminating Lender.

Extension of Maturity Date. The Borrower may, by written -------------------------- request to the Agent and the Lenders given not later than one hundred eighty (a180) On any anniversary of the Closing Date days prior to the Maturity Date then in effect (the "Effective Maturity Date, the Borrowers may ") request to extend the then-applicable (an "Extension Request") that such Effective Maturity Date be extended to a date which is twenty-four (24) months after such Effective Maturity Date. No later than the date (the “Existing Maturity "Extension Response Date”") for an additional one-year period which is 30 days after such Extension Request has been delivered to each of the Lenders, each Lender will notify the Borrower in writing (an “Extension Period”) with a copy to the date that is one year after the Existing Maturity Date Agent) whether or not it consents to such Extension Request (the “Requested Maturity Date”which consent may be granted or denied by each Lender in its sole discretion and may be conditioned on receipt of such financial information or other documentation as may be specified by such Lender); provided provided, that any Lender that fails to so advise the Borrowers may extend Borrower on or prior to the Extension Response Date shall be deemed to have denied such Extension Request. The extension of the Maturity Date for a maximum two contemplated by an Extension Request shall become effective as of the applicable Effective Maturity Date; provided, that (2i) all of the Lenders shall have consented to such Extension Periods. The Borrowers may make such request in a notice given as herein provided Request; and substantially in the form attached hereto as Exhibit 2.8(a(ii) (the “Extension of Maturity Date Request”) to the Administrative Agent not less than 30 days and not more than 90 days prior to any anniversary of the Closing Date, so long as (ix) each of the representations and warranties contained made by the Borrower in Section 7 and in or pursuant to the other Credit Loan Documents shall be true and correct in all material respects on and as of each of the date of such notice Extension Request and as of the commencement date of the relevant Extension Period such Effective Maturity Date as if made on and as of each date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific except to the extent relating to an earlier date) and , (iiy) no Default or Event of Default shall have occurred and be continuing on the date of such notice and as of the commencement date of the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any Request or on such notice from the Administrative Agent, notify the Borrowers and the Administrative Agent in writing of its election to extend or not to extend the Existing Maturity Date with respect to its Commitment. Any Lender which shall not timely notify the Borrowers and the Administrative Agent of its election to extend the Existing Maturity Date shall be deemed not to have elected to extend the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extension. (b) If and only if (i) one or more Lenders shall have agreed in writing during the 30 day period referred to in Section 2.8(a) to extend the Existing Effective Maturity Date and (iiz) on each of the Borrowers date of such Extension Request and such Effective Maturity Date, the Agent shall have submitted to the Administrative Agent, on the commencement date of the relevant Extension Period, received a certificate of the Borrowers, substantially Borrower as to the matters set forth in the form of Exhibit 2.8(b) (the “Extension of Maturity Date Certificate”), stating that clauses (x) the representations and warranties made by each Borrower in or pursuant to the Credit Documents are true and correct in all material respects on and as of the date thereof (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (y) no Default or Event of Default by each Borrower has occurred and is continuing, then (A) the Commitments of the Lenders other than Terminating Lenders (the “Continuing Lenders”, each a “Continuing Lender”) shall, subject to the other provisions of this Credit Agreement, be extended to the Requested Maturity Date specified in the Extension of Maturity Date Request from the Borrowers, and as to such Lenders the term “Maturity Date”, as used herein, shall on and after the date as of which the requested extension is effective mean such Requested Maturity Date, provided that if such date is not a Business Day, then such Requested Maturity Date shall be the next succeeding Business Day and (B) the Commitments and L/C Commitment share (if applicable) of the Terminating Lenders shall continue until the Existing Maturity Date and shall then terminate, and as to the Terminating Lenders, the term “Maturity Date”, as used herein, shall continue to mean the Existing Maturity Date. The Administrative Agent shall promptly notify (x) the Lenders of any Extension of Maturity Date Request, (y) the Lenders and the Borrowers of any extension of the Existing Maturity Date pursuant to this Section 2.8 and (z) the Borrowers and the Lenders of any Lender which becomes a Terminating Lenderabove. (c) In the event that the Maturity Date shall have been extended for the Continuing Lenders in accordance with paragraph 2.8(b) above and, in connection with such extension, there are Terminating Lenders, the Borrowers may, at their own expense and in their sole discretion and prior to the Existing Maturity Date, require any Terminating Lender to transfer and assign its interests, rights and obligations under this Credit Agreement in accordance with Section 4.5 to an Eligible Assignee that shall assume such assigned obligations and that shall agree that its Commitment will expire on the Maturity Date in effect for Continuing Lenders; provided, however, that the Borrowers shall have given written notice to the Administrative Agent in the case of an assignee that is not a Lender. Any such Eligible Assignee’s initial Maturity Date shall be the Maturity Date in effect for the Continuing Lenders at the time of such assignment. The Borrowers shall not be permitted to require a Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 2.8(c) unless the Borrowers have notified such Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date. Any Eligible Assignee which becomes a Lender as a result of such an assignment made pursuant to this Section 2.8(c) shall be deemed to have consented to the applicable Extension of Maturity Date Request and, therefore, shall not be a Terminating Lender. (d) Revolving Loans or L/C Obligations owing to any Terminating Lender on the Existing Maturity Date with respect to such Terminating Lender shall be repaid in full, with accrued interest and all other amounts then due and owing thereon, on the Existing Maturity Date with respect to such Terminating Lender.

Extension of Maturity Date. (a) On At any anniversary of the Closing Date time not later than 45 days prior to the Maturity Date then in effect (such then existing Maturity Date, the Borrowers “Renewal Date”), the Company may request to that the Lenders extend the then-applicable then scheduled Maturity Date (the “Existing Maturity Date”) for an additional one-year period (an “Extension Period”) to the date that is one year after the Existing Maturity Date (the “Requested from such Maturity Date”); provided that the Borrowers may extend the Maturity Date for a maximum two (2) such Extension Periods. The Borrowers may make If such request in a notice given as herein provided and substantially in is made by the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) to the Administrative Agent not less than 30 days and not more than 90 days prior to any anniversary of the Closing Date, so long as (i) Company each of the representations and warranties contained in Section 7 and in the other Credit Documents Lender shall be true and correct in all material respects on and as of the date of such notice and as of the commencement date of the relevant Extension Period as if made on and as of each date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (ii) no Default or Event of Default shall have occurred and be continuing on the date of such notice and as of the commencement date of the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from the Administrative Agent, notify the Borrowers and the Administrative Agent in writing of its election to extend or not to extend the Existing Maturity Date with respect to its Commitment. Any Lender which shall not timely notify the Borrowers and inform the Administrative Agent of its election willingness to extend the Existing Maturity Date no later than 20 days prior to such Renewal Date. Any Lender’s failure to respond by such date shall be deemed not to have elected to extend the Existing Maturity Date with respect to indicate its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender unwillingness to agree to such requested extension. (b) , and all Lenders must approve any requested extension. At any time more than 15 days before such Renewal Date the Lenders may propose, by written notice to the Company, an extension of this Agreement to such later date on such terms and conditions as the Lenders may then require. If the extension of this Agreement to such later date is acceptable to the Company on the terms and only if conditions proposed by the Lenders, the Borrowers shall notify the Lenders of their acceptance of such terms and conditions no later than the Renewal Date, and such later date will become the Maturity Date hereunder and this Agreement shall otherwise be amended in the manner described in the Lenders’ notice proposing the extension of this Agreement upon the Administrative Agent’s receipt of (i) one or more Lenders shall have agreed in writing during an amendment to this Agreement signed by the 30 day period referred to in Section 2.8(a) to extend Borrowers and all of the Existing Maturity Date and Lenders, (ii) resolutions of each Borrower’s Board of Directors authorizing such extension and (iii) an opinion of counsel to the Borrowers shall have submitted equivalent in form and substance to the opinion received in satisfaction of the condition precedent contained in Section 4.01(i) and otherwise acceptable to the Administrative Agent, on the commencement date of the relevant Extension Period, a certificate of the Borrowers, substantially in the form of Exhibit 2.8(b) (the “Extension of Maturity Date Certificate”), stating that (x) the representations and warranties made by each Borrower in or pursuant to the Credit Documents are true and correct in all material respects on and as of the date thereof (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (y) no Default or Event of Default by each Borrower has occurred and is continuing, then (A) the Commitments of the Lenders other than Terminating Lenders (the “Continuing Lenders”, each a “Continuing Lender”) shall, subject to the other provisions of this Credit Agreement, be extended to the Requested Maturity Date specified in the Extension of Maturity Date Request from the Borrowers, and as to such Lenders the term “Maturity Date”, as used herein, shall on and after the date as of which the requested extension is effective mean such Requested Maturity Date, provided that if such date is not a Business Day, then such Requested Maturity Date shall be the next succeeding Business Day and (B) the Commitments and L/C Commitment share (if applicable) of the Terminating Lenders shall continue until the Existing Maturity Date and shall then terminate, and as to the Terminating Lenders, the term “Maturity Date”, as used herein, shall continue to mean the Existing Maturity Date. The Administrative Agent shall promptly notify (x) the Lenders of any Extension of Maturity Date Request, (y) the Lenders and the Borrowers of any extension of the Existing Maturity Date pursuant to this Section 2.8 and (z) the Borrowers and the Lenders of any Lender which becomes a Terminating Lender. (c) In the event that the Maturity Date shall have been extended for the Continuing Lenders in accordance with paragraph 2.8(b) above and, in connection with such extension, there are Terminating Lenders, the Borrowers may, at their own expense and in their sole discretion and prior to the Existing Maturity Date, require any Terminating Lender to transfer and assign its interests, rights and obligations under this Credit Agreement in accordance with Section 4.5 to an Eligible Assignee that shall assume such assigned obligations and that shall agree that its Commitment will expire on the Maturity Date in effect for Continuing Lenders; provided, however, that the Borrowers shall have given written notice to the Administrative Agent in the case of an assignee that is not a Lender. Any such Eligible Assignee’s initial Maturity Date shall be the Maturity Date in effect for the Continuing Lenders at the time of such assignment. The Borrowers shall not be permitted to require a Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 2.8(c) unless the Borrowers have notified such Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date. Any Eligible Assignee which becomes a Lender as a result of such an assignment made pursuant to this Section 2.8(c) shall be deemed to have consented to the applicable Extension of Maturity Date Request and, therefore, shall not be a Terminating Lender. (d) Revolving Loans or L/C Obligations owing to any Terminating Lender on the Existing Maturity Date with respect to such Terminating Lender shall be repaid in full, with accrued interest and all other amounts then due and owing thereon, on the Existing Maturity Date with respect to such Terminating Lender.

Extension of Maturity Date. On or before the last Business Day which is six (a6) On any anniversary of the Closing Date months prior to the Maturity Datethree-year anniversary date of this Agreement, the Borrowers may request to extend the then-applicable Maturity Date (the “Existing Maturity Date”) for an additional one-year period (an “Extension Period”) to the date that is one year after the Existing Maturity Date (the “Requested Maturity Date”); Borrower may, provided that the Borrowers may extend the Maturity Date for a maximum two (2) such Extension Periods. The Borrowers may make such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) to the Administrative Agent not less than 30 days and not more than 90 days prior to any anniversary of the Closing Date, so long as (i) each of the representations and warranties contained in Section 7 and in the other Credit Documents shall be true and correct in all material respects on and as of the date of such notice and as of the commencement date of the relevant Extension Period as if made on and as of each date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (ii) no Default or Event of Default shall have occurred and be continuing on continuing, request that the date of Lenders extend the Maturity Date for one, but only one, additional one-year period. The Borrower shall request such notice extension by appropriately completing, executing and as of the commencement date of the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from the Administrative Agent, notify the Borrowers and delivering to the Administrative Agent in writing of its election to extend or not to extend the Existing Maturity Date with respect to its Commitment. Any Lender which shall not timely notify the Borrowers and the Administrative Agent of its election to extend the Existing Maturity Date shall be deemed not to have elected to extend the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extension. (b) If and only if (i) one or more Lenders shall have agreed in writing during the 30 day period referred to in Section 2.8(a) to extend the Existing Maturity Date and (ii) the Borrowers shall have submitted to the Administrative Agent, on the commencement date of the relevant Extension Period, a certificate of the Borrowers, substantially written request in the form of Exhibit 2.8(bK (an "Extension Request") and attaching thereto updated Projections of the Borrower and its Subsidiaries for such one-year period. The Borrower understands that this Section 2.01(h) is included in this Agreement for the Borrower’s convenience in requesting an extension and acknowledges that neither the Administrative Agent nor any other Lender has promised (either expressly or implicitly), or has any obligation or commitment, to extend the “Extension of Maturity Date Certificate”), stating that (x) the representations and warranties made by each Borrower in or pursuant to the Credit Documents are true and correct in all material respects on and as of the date thereof (or, if at any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (y) no Default or Event of Default by each Borrower has occurred and is continuing, then (A) the Commitments of the Lenders other than Terminating Lenders (the “Continuing Lenders”, each a “Continuing Lender”) shall, subject to the other provisions of this Credit Agreement, be extended to the Requested Maturity Date specified in the Extension of Maturity Date Request from the Borrowers, and as to such Lenders the term “Maturity Date”, as used herein, shall on and after the date as of which the requested extension is effective mean such Requested Maturity Date, provided that if such date is not a Business Day, then such Requested Maturity Date shall be the next succeeding Business Day and (B) the Commitments and L/C Commitment share (if applicable) of the Terminating Lenders shall continue until the Existing Maturity Date and shall then terminate, and as to the Terminating Lenders, the term “Maturity Date”, as used herein, shall continue to mean the Existing Maturity Datetime. The Administrative Agent shall promptly mail to each Lender three (3) copies of the Extension Request received by the Administrative Agent. If a Lender, in its sole and absolute discretion, consents to any Extension Request, such Lender shall evidence such consent by executing and returning two (2) copies of the Extension Request to the Administrative Agent not later than the last Business Day which is five (5) months prior to the Maturity Date. Any failure by any Lender so to execute and return an Extension Request shall be deemed a denial thereof. If the Borrower delivers an Extension Request to the Administrative Agent pursuant to the first sentence of this Section 2.01(h), then not later than the last Business Day which is four (4) months prior to the Maturity Date, the Administrative Agent shall notify the Borrower in writing whether (i) the Administrative Agent has received a copy of the Extension Request executed by each Lender, in which case the definition of "Maturity Date" set forth in Section 1.01 shall be deemed extended for a period of one year as of the date of such written notice from the Administrative Agent to the Borrower, or (ii) the Administrative Agent has not received a copy of the Extension Request executed by each Lender, in which case such Extension Request shall be deemed denied. The Administrative Agent shall deliver to the Borrower, with each written notice under clause (i) of the preceding sentence which notifies the Borrower that the Administrative Agent has received an Extension Request executed by each Lender, a copy of the Extension Request so executed by each Lender. If less than all the Lenders shall agree to such Extension Request, the extension contemplated in this Section 2.01(h) may nonetheless occur with respect to the consenting Lenders; provided that any such extension shall be conditioned upon (x) the Lenders payment in full to each Lender not extending (each a "Non-Continuing Lender") of all amounts owing to such Lender with respect to its Commitment and its Proportionate Share of any Extension of Maturity Date Requestoutstanding Revolving Loans and L/C Obligations, (y) the Lenders and the Borrowers termination (or assumption) of any extension of the Existing Maturity Date pursuant to this Section 2.8 such Lender’s Commitment, and (z) the Borrowers and exact aggregate amount (the "Deficiency") of then existing Commitments for each Non-Continuing Lender shall be accounted for in any one or any combination of the following: (i) an increase in the Commitment of one or more Lenders of any party to this Agreement (each such Lender which becomes increasing its Commitment, an "Increasing Lender") pursuant to a Terminating Lender. (c) In the event that the Maturity Date shall have been extended for the Continuing Lenders in accordance with paragraph 2.8(b) above and, in connection with such extension, there are Terminating Lenders, the Borrowers may, at their own expense and in their sole discretion and prior to the Existing Maturity Date, require any Terminating Lender to transfer and assign its interests, rights and obligations under this Credit Commitment Increase Agreement in accordance with Section 4.5 to an Eligible Assignee that shall assume such assigned obligations form and that shall agree that its Commitment will expire on the Maturity Date in effect for Continuing Lenders; provided, however, that the Borrowers shall have given written notice substance satisfactory to the Administrative Agent and its counsel (a "Commitment Increase Agreement") and as more fully described below, (ii) the addition of one or more Assignee Lenders as a party to this Agreement, in each case pursuant to an Assignment Agreement as set forth in Section 8.05(c) and as more fully described below, and/or (iii) the Commitments shall be reduced by an amount equal to that portion of the Deficiency not otherwise accounted for pursuant to clauses (i) or (ii) above, effective as of the Increased Commitment Date (as defined below). The Administrative Agent shall notify the Borrower and each of the Lenders as to the new Maturity Date or that such extension shall not occur, as the case may be. The effectiveness of any such extension is further subject to the satisfaction of the following conditions: (i) in the case of a Commitment increase by an Increasing Lender, that the Borrower and such Increasing Lender shall have entered into a Commitment Increase Agreement, and such Commitment Increase Agreement shall have been delivered to the Administrative Agent; (ii) in the case of an assignee accession hereto by an Assignee Lender, that is not a the parties thereto shall have entered into an Assignment Agreement, and such Assignment Agreement shall have been delivered to the Administrative Agent; and (iii) that any fees and other amounts payable to any Increasing Lender or Assignee Lender in connection with such increase or accession shall have been paid. Upon the effectiveness of any Commitment Increase Agreement, the Commitment(s), the outstanding aggregate principal amount of the Increasing Lender. Any such Eligible Assignee’s initial Maturity Date Proportionate Share of Revolving Loans and the L/C Obligations be increased in the amount set forth in the Commitment Increase Agreement, and upon the effectiveness of any Assignment Agreement, the Assignee Lender party thereto shall be the Maturity Date in effect for the Continuing Lenders at the time of such assignment. The Borrowers and become a party hereto and shall not be permitted to require constitute a Lender to assign any part of its interests, hereunder with the rights and obligations under this Credit Agreement pursuant to this Section 2.8(c) unless the Borrowers have notified such Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date. Any Eligible Assignee which becomes a Lender as a result under the Credit Documents (each such date of such effectiveness, an assignment made pursuant to this Section 2.8(c) "Increased Commitment Date"). Effective on each Increased Commitment Date, the Proportionate Shares of Revolving Loans and L/C Obligations then existing and held by each Lender shall be deemed adjusted to have consented to the applicable Extension of Maturity Date Request and, therefore, shall not be a Terminating reflect any such changes in such Lender. (d) ’s Proportionate Share. Each Non-Continuing Lender having Revolving Loans or L/C Obligations owing or a Commitment then outstanding shall be deemed to have assigned, without recourse, to any Terminating Increasing Lenders increasing their Commitments and any Assignee Lenders, such Non-Continuing Lender’s Proportionate Share of such outstanding Revolving Loans and L/C Obligations and Commitment as shall be necessary to effectuate such adjustment. Each Increasing Lender on the Existing Maturity Date with respect to such Terminating and Assignee Lender shall be repaid in fulldeemed to have assumed such Proportionate Share of Revolving Loans and L/C Obligations and Commitment. Additionally, with accrued interest promptly following the Increased Commitment Date for a Commitment increase, the Administrative Agent shall cause Schedule I to be modified to accurately reflect the Commitments and all other amounts then due Proportionate Shares of the Lenders, whereupon such amended Schedule I shall be substituted for the pre-existing Schedule I, be deemed a part of this Agreement without any further action or consent of any party and owing thereonbe promptly distributed to each Lender and the Borrower by the Administrative Agent. Additionally, on the Existing Maturity Date with respect to such Terminating LenderAdministrative Agent shall promptly notify each Increasing Lender and Assingee Lender of the amount of any funding obligations under this Section 2.01(h).

Extension of Maturity Date. The Maturity Date may be extended at the option of the Borrower as follows: (a) On any anniversary of the Closing Date At least thirty (30) days but not more than ninety (90) days prior to the Maturity Date, the Borrowers may request to extend the then-applicable initial Maturity Date (the “Existing Maturity DateFirst Extension Notice Period”) for an additional ), the Borrower, by written notice to the Lender, may request a one-year period (an “Extension Period”) to extension of the date that is one year after the Existing initial Maturity Date (the “Requested First Extension”). The initial Maturity Date shall be extended to February 11, 2018 (the “First Extended Maturity Date”); provided that the Borrowers may extend the Maturity Date for a maximum two (2) such Extension Periods. The Borrowers may make such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) to the Administrative Agent not less than 30 days and not more than 90 days prior to any anniversary of the Closing Date, so long as upon (i) each the payment in cash on or prior to the initial Maturity Date of the representations and warranties contained portion of accrued interest that would otherwise be paid in Section 7 and in the other Credit Documents shall be true and correct in all material respects on and as of the date of such notice and as of the commencement date of the relevant Extension Period as if made on and as of each date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific datekind under section 4(a)(ii) and (ii) the delivery by the Borrower to the Lender, at any time during the First Extension Notice Period or otherwise on or prior to the initial Maturity Date, of a certificate signed by an officer of the Borrower stating that no Default or Event of Default shall have has occurred and be is continuing on the date of or would result from such notice and as of the commencement date of the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from the Administrative Agent, notify the Borrowers and the Administrative Agent in writing of its election to extend or not to extend the Existing Maturity Date with respect to its Commitment. Any Lender which shall not timely notify the Borrowers and the Administrative Agent of its election to extend the Existing Maturity Date shall be deemed not to have elected to extend the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extension. (b) If and only At least thirty (30) days but not more than ninety (90) days prior to the First Extended Maturity Date, if applicable (the “Second Extension Notice Period”), the Borrower, by written notice to the Lender, may request a second one-year extension of the Maturity Date (the “Second Extension”). The Maturity Date shall be extended to February 11, 2019 (the “Second Extended Maturity Date”) upon (i) one the payment in cash on or more Lenders shall have agreed in writing during prior to the 30 day period referred to in Section 2.8(a) to extend the Existing First Extended Maturity Date of the portion of accrued interest that would otherwise be paid in kind under section 4(b)(ii) and (ii) the Borrowers shall have submitted delivery by the Borrower to the Administrative AgentLender, at any time during the Second Extension Notice Period or otherwise on or prior to the commencement date First Extended Maturity Date, if applicable, of a certificate signed by an officer of the relevant Extension Period, a certificate of the Borrowers, substantially in the form of Exhibit 2.8(b) (the “Extension of Maturity Date Certificate”), Borrower stating that (x) the representations and warranties made by each Borrower in or pursuant to the Credit Documents are true and correct in all material respects on and as of the date thereof (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (y) no Default or Event of Default by each Borrower has occurred and is continuing, then (A) the Commitments of the Lenders other than Terminating Lenders (the “Continuing Lenders”, each a “Continuing Lender”) shall, subject to the other provisions of this Credit Agreement, be extended to the Requested Maturity Date specified in the Extension of Maturity Date Request continuing or would result from the Borrowers, and as to such Lenders the term “Maturity Date”, as used herein, shall on and after the date as of which the requested extension is effective mean such Requested Maturity Date, provided that if such date is not a Business Day, then such Requested Maturity Date shall be the next succeeding Business Day and (B) the Commitments and L/C Commitment share (if applicable) of the Terminating Lenders shall continue until the Existing Maturity Date and shall then terminate, and as to the Terminating Lenders, the term “Maturity Date”, as used herein, shall continue to mean the Existing Maturity Date. The Administrative Agent shall promptly notify (x) the Lenders of any Extension of Maturity Date Request, (y) the Lenders and the Borrowers of any extension of the Existing Maturity Date pursuant to this Section 2.8 and (z) the Borrowers and the Lenders of any Lender which becomes a Terminating Lenderextension. (c) In As of the event that date of any applicable extension pursuant to this section 3, unless otherwise specified, any and all references in the Loan to the “Maturity Date” shall refer to the Maturity Date shall have been extended for the Continuing Lenders in accordance with paragraph 2.8(b) above and, in connection with such extension, there are Terminating Lenders, the Borrowers may, at their own expense and in their sole discretion and prior to the Existing Maturity Date, require any Terminating Lender to transfer and assign its interests, rights and obligations under this Credit Agreement in accordance with Section 4.5 to an Eligible Assignee that shall assume such assigned obligations and that shall agree that its Commitment will expire on the Maturity Date in effect for Continuing Lenders; provided, however, that the Borrowers shall have given written notice to the Administrative Agent in the case of an assignee that is not a Lender. Any such Eligible Assignee’s initial Maturity Date shall be the Maturity Date in effect for the Continuing Lenders at the time of such assignment. The Borrowers shall not be permitted to require a Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 2.8(c) unless the Borrowers have notified such Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date. Any Eligible Assignee which becomes a Lender as a result of such an assignment made pursuant to this Section 2.8(c) shall be deemed to have consented to the applicable Extension of Maturity Date Request and, therefore, shall not be a Terminating Lenderso extended. (d) Revolving Loans or L/C Obligations owing to any Terminating Lender on the Existing Maturity Date with respect to such Terminating Lender shall be repaid in full, with accrued interest and all other amounts then due and owing thereon, on the Existing Maturity Date with respect to such Terminating Lender.

Extension of Maturity Date. (a) On any anniversary of the Closing Date prior to the Maturity Date, the Borrowers The Company may request to extend the then-applicable Maturity Date (the “Existing Maturity Date”) for an additional one-year period by written notice (an “Extension PeriodNotice”) delivered to the date that is one year after the Existing Maturity Date (the “Requested Maturity Date”); provided that the Borrowers may extend the Maturity Date for a maximum two (2) such Extension Periods. The Borrowers may make such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) to the U.S. Administrative Agent not less than 30 days and not more than 90 days prior to any an anniversary of the Closing DateEffective Date request an extension of the Maturity Date to a date no later than the first anniversary of the Existing Maturity Date (as defined below) as specified in such Extension Notice (an “Extension”), so long as provided that (i) each of the representations and warranties contained in Section 7 and in the other Credit Documents shall be true and correct in all material respects on and as of the date of such notice and as of the commencement date of the relevant Extension Period as if made on and as of each date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (ii) no Default or Event of Default shall have occurred and be continuing on the date of such notice and as of the commencement date of the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from the Administrative Agent, notify the Borrowers and the Administrative Agent in writing of its election to extend Notice or not to extend the Existing Maturity Date with respect to its Commitment. Any Lender which shall not timely notify the Borrowers and the Administrative Agent of its election to extend the Existing Maturity Date shall be deemed not to have elected to extend the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such LendersDate, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extension. (b) If and only if (i) one or more Lenders shall have agreed in writing during the 30 day period referred to in Section 2.8(a) to extend the Existing Maturity Date and (ii) the Borrowers shall have submitted to the Administrative Agent, on the commencement date of the relevant Extension Period, a certificate of the Borrowers, substantially in the form of Exhibit 2.8(b) (the “Extension of Maturity Date Certificate”), stating that (x) the representations and warranties made by each Borrower set forth in or pursuant to the Credit Documents are Article III shall be true and correct in all material respects as if made on and as of the date thereof (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) Extension Notice and (y) no Default or Event of Default by each Borrower has occurred and is continuing, then (A) the Commitments of the Lenders other than Terminating Lenders (the “Continuing Lenders”, each a “Continuing Lender”) shall, subject to the other provisions of this Credit Agreement, be extended to the Requested Maturity Date specified in the Extension of Maturity Date Request from the Borrowers, and as to such Lenders the term “Maturity Date”, as used herein, shall on and after the date as of which the requested extension is effective mean such Requested Existing Maturity Date, provided that if such date is not a Business Day, then such Requested Maturity Date shall be the next succeeding Business Day and (Biii) the Commitments and L/C Commitment share (if applicable) of the Terminating Lenders U.S. Administrative Agent shall continue until have received a certificate, dated the Existing Maturity Date and signed by the Chief Executive Officer, President, a Vice President or a Financial Officer of the Company, confirming compliance with the conditions precedent set forth in clauses (i) and (ii) of this paragraph (a). (b) The effectiveness of any Extension shall then terminaterequire the prior written consent of not less than the Required Lenders. The U.S. Administrative Agent shall promptly furnish a copy of the Extension Notice to each Lender, and shall request that each Lender either agree to such extension or not agree thereto within 20 days of delivery to such Lender of the Extension Notice; provided that any Lender that does not advise the U.S. Administrative Agent by the 20th day after the date of the Extension Letter shall be deemed to be a Non-Consenting Lender as defined below. The decision to agree or withhold agreement to any Extension hereunder shall be at the sole discretion of each Lender. If Lenders constituting not less than the Required Lenders shall have agreed to extend the Maturity Date on or before the 20th day after the date of the Extension Notice, then the Maturity Date applicable to the Terminating Lenders, Lenders that shall so have agreed shall be the term “Maturity Date”, as used herein, shall continue to mean first anniversary of the Existing Maturity Date. The Administrative Agent shall promptly notify (x) the Lenders Commitment of any Lender that has declined to agree to any requested Extension of (a “Non-Consenting Lender”) shall terminate on the Maturity Date Requestin effect prior to giving effect to any such Extension (the “Existing Maturity Date”), (y) the Lenders and the Borrowers principal amount of any extension outstanding Loans made by such Lender, together with any accrued interest thereon, and any accrued fees and other amounts payable to or for the account of such Lender hereunder, shall be due and payable on the Existing Maturity Date and such Lender shall be released from its participation in such Letter of Credit effective on the Existing Maturity Date. Notwithstanding the foregoing provisions of this paragraph, (i) the Company shall have the right, pursuant to this Section 2.8 2.19(b), to replace a Non-Consenting Lender with a Lender or other financial institution that will agree to an Extension and (zii) the Borrowers and the Lenders of any Lender which becomes a Terminating Lender. (c) In the event that the Maturity Date Company shall have been extended for the Continuing Lenders in accordance with paragraph 2.8(b) above andright, in connection with such extension, there are Terminating Lenders, the Borrowers may, at their own expense and in their sole discretion and any time prior to the Existing Maturity Date, require any Terminating Lender to transfer and assign withdraw its interests, rights and obligations under this Credit Agreement in accordance with Section 4.5 to request for an Eligible Assignee that shall assume such assigned obligations and that shall agree that its Commitment will expire on extension of the Maturity Date in effect for Continuing Lenders; provided, however, that the Borrowers shall have given by written notice to the U.S. Administrative Agent Agent, in which case the case Commitments of an assignee that is not a Lender. Any such Eligible Assignee’s initial Maturity Date shall be all the Maturity Date in effect for the Continuing Lenders at the time of such assignment. The Borrowers shall not be permitted to require a Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 2.8(c) unless the Borrowers have notified such Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date. Any Eligible Assignee which becomes a Lender as a result of such an assignment made pursuant to this Section 2.8(c) shall be deemed to have consented to the applicable Extension of Maturity Date Request and, therefore, shall not be a Terminating Lender. (d) Revolving Loans or L/C Obligations owing to any Terminating Lender will terminate on the Existing Maturity Date with respect to such Terminating Lender shall be repaid in full, with accrued interest and all other amounts then due and owing thereon, on the Existing Maturity Date with respect to such Terminating LenderDate.

Extension of Maturity Date. The Borrower may, upon not less than 30 days’ (abut not more than 45 days’) On any notice prior to each anniversary of the Closing Date prior to the Maturity Date, the Borrowers may request to extend the then-applicable Maturity Restatement Date (the “Existing Maturity Current Anniversary Date”) to the Administrative Agent (which shall notify each Bank of receipt of such request), propose to extend the Maturity Date for an additional one-year period (an “Extension Period”) to the date that is one year after the Existing Maturity Date (the “Requested Maturity Date”); provided that the Borrowers may extend measured from the Maturity Date for a maximum two then in effect. Each Bank shall endeavor to respond to such request, whether affirmatively or negatively (2) such Extension Periods. The Borrowers may make such request in a notice given as herein provided and substantially determination to be in the form attached hereto as Exhibit 2.8(a) (the “Extension sole discretion of Maturity Date Request”) such Bank), by notice to the Administrative Agent in writing not less than 30 20 days and (but not more than 90 30 days) prior to the Current Anniversary Date. The Administrative Agent shall, upon not less than 15 days’ notice prior to the Current Anniversary Date, notify the Borrower in writing of the Banks’ decisions. No Maturity Date of any Bank shall be extended unless (i) by the date 20 days prior to any anniversary the Maturity Date then in effect Banks having at least 50% in aggregate amount of the Closing Date, Commitments in effect at the time any such extension is requested shall have elected so long to extend their Commitments and (ii) the Administrative Agent shall have received a certificate signed by a Designated Officer dated as (i) each of such extension date in form and substance satisfactory to the Administrative Agent stating that the representations and warranties contained in Section 7 and in the other Credit Documents shall be true and correct in all material respects on and as of the date of such notice and as of the commencement date of the relevant Extension Period as if made on and as of each date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (ii) no Default or Event of Default shall have occurred and be continuing on the date of such notice and as of the commencement date of the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from the Administrative Agent, notify the Borrowers and the Administrative Agent in writing of its election to extend or not to extend the Existing Maturity Date with respect to its Commitment. Any Lender which shall not timely notify the Borrowers and the Administrative Agent of its election to extend the Existing Maturity Date shall be deemed not to have elected to extend the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extension. (b) If and only if (i) one or more Lenders shall have agreed in writing during the 30 day period referred to in Section 2.8(a) to extend the Existing Maturity Date and (ii) the Borrowers shall have submitted to the Administrative Agent, on the commencement date of the relevant Extension Period, a certificate of the Borrowers, substantially in the form of Exhibit 2.8(b) (the “Extension of Maturity Date Certificate”), stating that (x) the representations and warranties made by each Borrower in or pursuant to the Credit Documents 5 are true and correct in all material respects on and as of the date thereof (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as and that no state of such specific date) and (y) no facts constituting a Default or an Event of Default by each Borrower has occurred and is continuing, then (A) the Commitments of the Lenders other than Terminating Lenders (the “Continuing Lenders”, each a “Continuing Lender”) shall, subject to the other provisions of this Credit Agreement, be extended to the Requested Maturity Date specified in the Extension of Maturity Date Request from the Borrowers, and as to . Any Bank which does not give such Lenders the term “Maturity Date”, as used herein, shall on and after the date as of which the requested extension is effective mean such Requested Maturity Date, provided that if such date is not a Business Day, then such Requested Maturity Date shall be the next succeeding Business Day and (B) the Commitments and L/C Commitment share (if applicable) of the Terminating Lenders shall continue until the Existing Maturity Date and shall then terminate, and as to the Terminating Lenders, the term “Maturity Date”, as used herein, shall continue to mean the Existing Maturity Date. The Administrative Agent shall promptly notify (x) the Lenders of any Extension of Maturity Date Request, (y) the Lenders and the Borrowers of any extension of the Existing Maturity Date pursuant to this Section 2.8 and (z) the Borrowers and the Lenders of any Lender which becomes a Terminating Lender. (c) In the event that the Maturity Date shall have been extended for the Continuing Lenders in accordance with paragraph 2.8(b) above and, in connection with such extension, there are Terminating Lenders, the Borrowers may, at their own expense and in their sole discretion and prior to the Existing Maturity Date, require any Terminating Lender to transfer and assign its interests, rights and obligations under this Credit Agreement in accordance with Section 4.5 to an Eligible Assignee that shall assume such assigned obligations and that shall agree that its Commitment will expire on the Maturity Date in effect for Continuing Lenders; provided, however, that the Borrowers shall have given written notice to the Administrative Agent in by the case of an assignee that is not a Lender. Any such Eligible Assignee’s initial Maturity Date shall be the Maturity Date in effect for the Continuing Lenders at the time of such assignment. The Borrowers shall not be permitted to require a Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 2.8(c) unless the Borrowers have notified such Lender of their intention to require the assignment thereof at least ten date 20 days prior to the proposed assignment date. Any Eligible Assignee which becomes a Lender as a result of such an assignment made pursuant to this Section 2.8(c) Maturity Date then in effect shall be deemed to have elected not to extend as requested, and the Commitment of each non-extending Bank shall terminate on its Maturity Date determined without giving effect to such requested extension. If any Bank does not consent to a request for an extension of the Maturity Date, or is deemed not to have consented to the applicable Extension of requested extension (each, a “Declining Bank”), and the Maturity Date Request andhas been extended for the other Bank(s) (the “Extending Banks”), thereforethe Borrower may, prior to the end of the Current Anniversary Date, replace such Declining Bank with one or more third party financial institutions acceptable to the Administrative Agent or increase the Commitment of an Extending Bank, in an amount equal to the amount of the Commitments of the Declining Banks, provided that, as provided in Section 2.13, the Extending Banks shall not have the right to increase their Commitments ratably up to the amount of the Declining Banks’ Commitments before the Borrower will be a Terminating Lenderpermitted to substitute any other financial institution for the Declining Banks. (d) Revolving Loans or L/C Obligations owing to any Terminating Lender on the Existing Maturity Date with respect to such Terminating Lender shall be repaid in full, with accrued interest and all other amounts then due and owing thereon, on the Existing Maturity Date with respect to such Terminating Lender.

Extension of Maturity Date. (a) On any anniversary of the Closing Date prior to the Maturity Date, the Borrowers may request to extend the then-applicable Maturity Date (the “Existing Maturity Date”) for an additional one-year period (an “Extension Period”) to the date that is one year after the Existing Maturity Date (the “Requested Maturity Date”); provided that the Borrowers may extend the Maturity Date for a maximum two (2) such Extension Periods (it is understood and agreed that the Borrowers have, as of the Restatement Effective Date, previously implemented one (1) of the maximum two (2) such Extension Periods). The Borrowers may make such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) to the Administrative Agent not less than 30 days and not more than 90 days prior to any anniversary of the Closing Date, so long as (i) each of the representations and warranties contained in Section 7 and in the other Credit Documents shall be true and correct in all material respects on and as of the date of such notice and as of the commencement date of the relevant Extension Period as if made on and as of each date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (ii) no Default or Event of Default shall have occurred and be continuing on the date of such notice and as of the commencement date of the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from the Administrative Agent, notify the Borrowers and the Administrative Agent in writing of its election to extend or not to extend the Existing Maturity Date with respect to its Commitment. Any Lender which shall not timely notify the Borrowers and the Administrative Agent of its election to extend the Existing Maturity Date shall be deemed not to have elected to extend the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extension. (b) If and only if (i) one or more Lenders shall have agreed in writing during the 30 day period referred to in Section 2.8(a) to extend the Existing Maturity Date and (ii) the Borrowers shall have submitted to the Administrative Agent, on the commencement date of the relevant Extension Period, a certificate of the Borrowers, substantially in the form of Exhibit 2.8(b) (the “Extension of Maturity Date Certificate”), stating that (x) the representations and warranties made by each Borrower in or pursuant to the Credit Documents are true and correct in all material respects on and as of the date thereof (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (y) no Default or Event of Default by each Borrower has occurred and is continuing, then (A) the Commitments of the Lenders other than Terminating Lenders (the “Continuing Lenders”, each a “Continuing Lender”) shall, subject to the other provisions of this Credit Agreement, be extended to the Requested Maturity Date specified in the Extension of Maturity Date Request from the Borrowers, and as to such Lenders the term “Maturity Date”, as used herein, shall on and after the date as of which the requested extension is effective mean such Requested Maturity Date, provided that if such date is not a Business Day, then such Requested Maturity Date shall be the next succeeding Business Day and (B) the Commitments and L/C Commitment share (if applicable) of the Terminating Lenders shall continue until the Existing Maturity Date and shall then terminate, and as to the Terminating Lenders, the term “Maturity Date”, as used herein, shall continue to mean the Existing Maturity Date. The Administrative Agent shall promptly notify (x) the Lenders of any Extension of Maturity Date Request, (y) the Lenders and the Borrowers of any extension of the Existing Maturity Date pursuant to this Section 2.8 and (z) the Borrowers and the Lenders of any Lender which becomes a Terminating Lender. (c) In the event that the Maturity Date shall have been extended for the Continuing Lenders in accordance with paragraph 2.8(b) above and, in connection with such extension, there are Terminating Lenders, the Borrowers may, at their own expense and in their sole discretion and prior to the Existing Maturity Date, require any Terminating Lender to transfer and assign its interests, rights and obligations under this Credit Agreement in accordance with Section 4.5 to an Eligible Assignee that shall assume such assigned obligations and that shall agree that its Commitment will expire on the Maturity Date in effect for Continuing Lenders; provided, however, that the Borrowers shall have given written notice to the Administrative Agent in the case of an assignee that is not a Lender. Any such Eligible Assignee’s initial Maturity Date shall be the Maturity Date in effect for the Continuing Lenders at the time of such assignment. The Borrowers shall not be permitted to require a Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 2.8(c) unless the Borrowers have notified such Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date. Any Eligible Assignee which becomes a Lender as a result of such an assignment made pursuant to this Section 2.8(c) shall be deemed to have consented to the applicable Extension of Maturity Date Request and, therefore, shall not be a Terminating Lender. (d) Revolving Loans or L/C Obligations owing to any Terminating Lender on the Existing Maturity Date with respect to such Terminating Lender shall be repaid in full, with accrued interest and all other amounts then due and owing thereon, on the Existing Maturity Date with respect to such Terminating Lender.

Extension of Maturity Date. (a1) On any anniversary of the Closing Date prior The Borrower may, from time to the Maturity Date, the Borrowers may request to extend the then-applicable Maturity Date (the “Existing Maturity Date”) for an additional one-year period (an “Extension Period”) to the date that time and provided there is one year after the Existing Maturity Date (the “Requested Maturity Date”); provided that the Borrowers may extend the Maturity Date for a maximum two (2) such Extension Periods. The Borrowers may make such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) to the Administrative Agent not less than 30 days and not more than 90 days prior to any anniversary of the Closing Date, so long as (i) each of the representations and warranties contained in Section 7 and in the other Credit Documents shall be true and correct in all material respects on and as of the date of such notice and as of the commencement date of the relevant Extension Period as if made on and as of each date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (ii) no Default or Event of Default shall have occurred and be continuing on the date of such notice and as which is continuing, request an extension of the commencement date Maturity Date of the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from each Lender by sending to the Administrative Agent, notify an Extension Request not less than sixty (60) days and not more than ninety (90) days prior to the Borrowers then-current Maturity Date and the Administrative Agent in writing of its election to extend or not to extend the Existing Maturity Date with respect to its Commitment. Any Lender which shall not timely forthwith notify the Borrowers Lenders of such request and the Administrative Agent each Lender shall acknowledge receipt of its election to extend the Existing Maturity Date shall be deemed not to have elected to extend the Existing Maturity Date with respect to its Commitment such notification. No later than thirty (any Lender who timely notifies the Borrowers and 30) days after receipt by the Administrative Agent of an election not Extension Request, the Administrative Agent shall provide a written notice to the Borrower confirming either: (i) the Lenders agree to extend the then-current Maturity Date for an additional 364-day period; or fails (ii) the Lenders will not extend the then-current Maturity Date; provided that in the event any such Lender does not so advise the Administrative Agent within such thirty (30) day period, such Lender shall be deemed to timely notify have advised the Borrowers Administrative Agent that it is not prepared to make an offer to the Borrower to extend the Maturity Date. Within two (2) Business Days of the Administrative Agent receiving from each such Lender its decision with respect to making an offer to the Borrower to extend the Maturity Date, the Administrative Agent shall provide the Borrower with an offer to extend the Maturity Date (which may be subject to such terms and conditions as the Lenders may require, in their discretion) and the Borrower shall be entitled to accept any such offer at any time up to and including the last Business Day preceding the then-current Maturity Date by written notice to the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectively, the “Terminating Lenders”). The election of acceptance. (2) If any Lender does not agree or is deemed not to agree to a requested extension make an offer to the Borrower to extend the Maturity Date pursuant to the Extension Request, the Administrative Agent shall not obligate provide the Borrower with an offer to extend the Maturity Date of any other Lender to agree to such requested extensionof the Lenders. (b3) If The Borrower understands that consideration of any Extension Request constitutes an independent credit decision which each Lender retains the absolute and only unfettered discretion to make, and that no commitment in this regard is hereby given by any Lender. (4) Notwithstanding the foregoing, the Borrower shall not be entitled to make (a) an Extension Request if (i) one or more Lenders shall have agreed in writing during the 30 day period referred to in Section 2.8(a) to extend the Existing Maturity Date and (ii) the Borrowers shall have submitted to the Administrative Agent, on the commencement date of the relevant Extension Period, a certificate of the Borrowers, substantially in the form of Exhibit 2.8(b) (the “Extension of Maturity Date Certificate”), stating that (x) the representations and warranties made by each Borrower in or pursuant to the Credit Documents are true and correct in all material respects on and as of the date thereof (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (y) no Default or Event of Default by each Borrower has occurred and is continuing, then (A) the Commitments unless such Default or Event of Default is waived by all of the Lenders other than Terminating Lenders (Lenders; provided that any such waiver shall be effective only for the “Continuing Lenders”, each a “Continuing Lender”) shall, subject to the other provisions purposes of this Credit Agreement, be extended to the Requested Maturity Date specified in the Extension of Maturity Date Request from the Borrowers, and as to such Lenders the term “Maturity Date”, as used herein, shall on and after the date as of which the requested extension is effective mean such Requested Maturity Date, provided that if such date is not a Business Day, then such Requested Maturity Date shall be the next succeeding Business Day Section 2.8; and (Bb) the Commitments and L/C Commitment share (if applicable) of the Terminating Lenders shall continue until the Existing Maturity Date and shall then terminate, and as to the Terminating Lenders, the term “Maturity Date”, as used herein, shall continue to mean the Existing Maturity Date. The Administrative Agent shall promptly notify (x) the Lenders of any more than two 364-day Extension of Maturity Date Request, (y) the Lenders and the Borrowers of any extension of the Existing Maturity Date pursuant to this Section 2.8 and (z) the Borrowers and the Lenders of any Lender which becomes a Terminating LenderRequests. (c) In the event that the Maturity Date shall have been extended for the Continuing Lenders in accordance with paragraph 2.8(b) above and, in connection with such extension, there are Terminating Lenders, the Borrowers may, at their own expense and in their sole discretion and prior to the Existing Maturity Date, require any Terminating Lender to transfer and assign its interests, rights and obligations under this Credit Agreement in accordance with Section 4.5 to an Eligible Assignee that shall assume such assigned obligations and that shall agree that its Commitment will expire on the Maturity Date in effect for Continuing Lenders; provided, however, that the Borrowers shall have given written notice to the Administrative Agent in the case of an assignee that is not a Lender. Any such Eligible Assignee’s initial Maturity Date shall be the Maturity Date in effect for the Continuing Lenders at the time of such assignment. The Borrowers shall not be permitted to require a Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 2.8(c) unless the Borrowers have notified such Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date. Any Eligible Assignee which becomes a Lender as a result of such an assignment made pursuant to this Section 2.8(c) shall be deemed to have consented to the applicable Extension of Maturity Date Request and, therefore, shall not be a Terminating Lender. (d) Revolving Loans or L/C Obligations owing to any Terminating Lender on the Existing Maturity Date with respect to such Terminating Lender shall be repaid in full, with accrued interest and all other amounts then due and owing thereon, on the Existing Maturity Date with respect to such Terminating Lender.

Extension of Maturity Date. (a) On any At least 45 days but not more than 60 days prior to the first and/or second anniversary of the Closing Date prior to the Maturity Effective Date, the Borrowers may request to extend the then-applicable Maturity Date (the “Existing Maturity Date”) for an additional one-year period (an “Extension Period”) to the date that is one year after the Existing Maturity Date (the “Requested Maturity Date”); provided that the Borrowers may extend the Maturity Date for a maximum two (2) such Extension Periods. The Borrowers may make such request in a Company, by written notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) to the Administrative Agent not less than 30 days and not more than 90 days prior to any anniversary of the Closing Date, so long as (i) each of the representations and warranties contained in Section 7 and in the other Credit Documents shall be true and correct in all material respects on and as of the date of such notice and as of the commencement date of the relevant Extension Period as if made on and as of each date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (ii) no Default or Event of Default shall have occurred and be continuing on the date of such notice and as of the commencement date of the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from the Administrative Agent, notify the Borrowers and the Administrative Agent in writing of its election to extend or not to extend the Existing Maturity Date with respect to its Commitment. Any Lender which shall not timely notify the Borrowers and the Administrative Agent of its election to extend the Existing Maturity Date shall be deemed not to have elected to extend the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extension. (b) If and only if (i) one or more Lenders shall have agreed in writing during the 30 day period referred to in Section 2.8(a) to extend the Existing Maturity Date and (ii) the Borrowers shall have submitted to the Administrative Agent, on the commencement date may request an extension of the relevant Extension Period, a certificate of the Borrowers, substantially in the form of Exhibit 2.8(b) (the “Extension of Maturity Date Certificate”), stating that (x) the representations and warranties made in effect at such time by each Borrower in or pursuant to the Credit Documents are true and correct in all material respects on and as of the date thereof (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (y) no Default or Event of Default by each Borrower has occurred and is continuing, one year from its then (A) the Commitments of the Lenders other than Terminating Lenders (the “Continuing Lenders”, each a “Continuing Lender”) shall, subject to the other provisions of this Credit Agreement, be extended to the Requested Maturity Date specified in the Extension of Maturity Date Request from the Borrowers, and as to such Lenders the term “Maturity Date”, as used herein, shall on and after the date as of which the requested extension is effective mean such Requested Maturity Date, provided that if such date is not a Business Day, then such Requested Maturity Date shall be the next succeeding Business Day and (B) the Commitments and L/C Commitment share (if applicable) of the Terminating Lenders shall continue until the Existing Maturity Date and shall then terminate, and as to the Terminating Lenders, the term “Maturity Date”, as used herein, shall continue to mean the Existing Maturity Datescheduled expiration. The Administrative Agent shall promptly notify (x) each Lender of such request, and each Lender shall in turn, in its sole discretion, not later than 20 days prior to such anniversary date, notify the Lenders of any Extension of Maturity Date Request, (y) the Lenders Company and the Borrowers Administrative Agent in writing as to whether such Lender will consent to such extension. If any Lender shall fail to notify the Administrative Agent and the Company in writing of its consent to any such request for extension of the Existing Maturity Date at least 20 days prior to such anniversary date, such Lender shall be deemed to be a Non-Consenting Lender with respect to such request. The Administrative Agent shall notify the Company not later than 15 days prior to such anniversary date of the decision of the Lenders regarding the Company’s request for an extension of the Maturity Date. (b) If all the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.20, subject to the satisfaction of the conditions set forth in Section 4.02 (a) and (b), the Maturity Date in effect at such time shall, effective as at the applicable anniversary date (the “Extension Date”), be extended for one year. If less than all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.20, the Maturity Date in effect at such time shall, effective as at the applicable Extension Date and subject to subsection (d) of this Section 2.20, 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 Date is not extended as to any Lender pursuant to this Section 2.8 and (z) the Borrowers 2.20 and the Lenders Commitment of such Lender is not assumed in accordance with subsection (c) of this Section 2.20 on or prior to the applicable Extension Date, the Commitment of such Non-Consenting Lender shall automatically terminate in whole on such unextended Maturity Date without any further notice or other action by the Company, such Lender which becomes a Terminating or any other Person; provided that such Non-Consenting Lender’s rights under Sections 2.14, 2.15, 2.16 and 10.03 shall survive the Maturity Date for such Lender as to matters occurring prior to such date. It is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Company for any requested extension of the Maturity Date. (c) In If less than all of the event that the Maturity Date shall have been extended for the Continuing Lenders in accordance with paragraph 2.8(bconsent to any such request pursuant to subsection (a) above and, in connection with such extension, there are Terminating Lendersof this Section 2.20, the Borrowers mayCompany may arrange for one or more Consenting Lenders or other assignees to assume, at their own expense and in their sole discretion and prior to effective as of the Existing Maturity Extension Date, require any Terminating Non-Consenting Lender’s Commitment and all of the obligations of such Non-Consenting Lender to transfer and assign its interests, rights and obligations under this Credit Agreement in accordance with Section 4.5 thereafter arising, without recourse to an Eligible Assignee that shall assume or warranty by, or expense to, such assigned obligations and that shall agree that its Commitment will expire on the Maturity Date in effect for Continuing LendersNon-Consenting Lender; provided, however, that the Borrowers shall have given written notice to amount of the Administrative Agent in the case Commitment of an any such assignee that is not a Lender. Any such Eligible Assignee’s initial Maturity Date shall be the Maturity Date in effect for the Continuing Lenders at the time of such assignment. The Borrowers shall not be permitted to require a Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 2.8(c) unless the Borrowers have notified such Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date. Any Eligible Assignee which becomes a Lender as a result of such substitution shall in no event be less than $5,000,000 unless the amount of the Commitment of such Non-Consenting Lender is less than $5,000,000, in which case such assignee shall assume all of such lesser amount; and provided further that: (i) any such Consenting Lender or assignee shall have paid to such Non-Consenting Lender (A) the aggregate principal amount of, and any interest accrued and unpaid to the effective date of the assignment on, the outstanding Loans, if any, of such Non-Consenting Lender plus (B) any accrued but unpaid facility fees owing to such Non-Consenting Lender as of the effective date of such assignment; (ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non-Consenting Lender; and (iii) with respect to any such assignee, the applicable processing and recordation fee required under Section 10.4 for such assignment shall have been paid; provided further that such Non-Consenting Lender’s rights under Sections 2.14, 2.15, 2.16 and 10.03 shall survive such substitution as to matters occurring prior to the date of substitution. At least three Business Days prior to any Extension Date, (A) each such assignee, if any, shall have delivered to the Company and the Administrative Agent an assignment made Assumption Agreement, duly executed by such assignee, such Non-Consenting Lender, the Company and the Administrative Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Company and the Administrative Agent as to the increase in the amount of its Commitment and (C) each Non-Consenting Lender being replaced pursuant to this Section 2.8(c2.20 shall have delivered to the Administrative Agent any Note or Notes held by such Non-Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Consenting Lender or assignee, as of the Extension Date, will be substituted for such Non-Consenting Lender under this Agreement and shall be deemed to have consented to a Lender for all purposes of this Agreement, without any further acknowledgment by or the applicable Extension consent of Maturity Date Request andthe other Lenders, thereforeand the obligations of each such Non-Consenting Lender hereunder shall, shall not by the provisions hereof, be a Terminating Lenderreleased and discharged. (d) Revolving Loans or L/C Obligations owing If (after giving effect to any Terminating Lender on assignments or assumptions pursuant to subsection (c) of this Section 2.20) Lenders having Commitments equal to at least 50% of the Existing Commitments in effect immediately prior to the Extension Date consent in writing to a requested extension (whether by execution or delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date, the Administrative Agent shall so notify the Company, and, subject to the satisfaction of the conditions set forth in Section 4.02 (a) (including the representations and warranties set forth in Section 3.04(b)) and (b), the Maturity Date then in effect shall be extended for the additional one-year period as described in subsection (a) of this Section 2.20, and all references in this Agreement, and in the Notes, if any, to the “Maturity Date” shall, with respect to each Consenting Lender and each assignee for such Terminating Lender shall be repaid in fullExtension Date, with accrued interest and all other amounts then due and owing thereon, on refer to the Existing Maturity Date as so extended. Promptly following each Extension Date, the Administrative Agent shall notify the Lenders of the extension of the scheduled Maturity Date in effect immediately prior thereto and shall thereupon record in the Register the relevant information with respect to each such Terminating LenderConsenting Lender and each such assignee.

Extension of Maturity Date. (a) On any After the first anniversary of the Closing Effective Date, the Borrower may, on two occasions during the term of this Agreement (but not more frequently than once in any consecutive twelve- month period), request an extension of the Maturity Date for an additional one-year period by submitting a request for extension (an “Extension Request”) to the Administrative Agent (which shall promptly advise each Lender) not more than 75 days or less than 30 days prior to the Maturity effective date of the proposed extension (the “Extension Effective Date”). In response to such request, each Lender shall, not later than 20 days prior to the applicable Extension Effective Date, notify the Borrowers may request Administrative Agent whether it is willing (in its sole and complete discretion) to extend the then-applicable scheduled Maturity Date (the “Existing Maturity Date”) for an additional one-year period (an “Extension Period”) and any Lender that fails to the date that is one year after the Existing Maturity Date (the “Requested Maturity Date”); provided that the Borrowers may extend the Maturity Date for a maximum two (2) give such Extension Periods. The Borrowers may make such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) to the Administrative Agent shall be deemed to have elected not less to extend the scheduled Maturity Date). The Administrative Agent will notify the Borrower of the Lenders’ decisions no later than 30 days and not more than 90 15 days prior to any anniversary such Extension Effective Date. If Lenders holding more than 50% of the Closing Commitments elect to extend the scheduled Maturity Date, so long as then on such Extension Effective Date the Commitments of such Lenders shall be extended for an additional one-year period; provided that (i) each of the no Default exists on such Extension Effective Date and (ii) all representations and warranties contained in Section 7 and in the other Credit Documents shall be are true and correct in all material respects on and such Extension Effective Date, as though made as of the date of such notice and as of the commencement date of the relevant Extension Period as if made on and as of each date Effective Date (or, if any such representation and or warranty is expressly stated to have been made as of a specific date, as of such specific date). No Lender shall be required to consent to any Extension Request and any Lender that elects, or is deemed to have elected, not to extend the scheduled Maturity Date (a “Declining Lender”) and (ii) no Default or Event of Default shall will have occurred and be continuing its Commitment terminated on the date of such notice and as of the commencement date of the relevant Extension Periodthen existing scheduled Maturity Date (without regard to any extension by other Lenders). Each LenderThe Borrower may, acting in at its sole discretionexpense and effort, shall, not later than a date 30 days after its receipt of upon notice to any such notice from Declining Lender and the Administrative Agent, notify the Borrowers and the Administrative Agent in writing of its election to extend or not to extend the Existing Maturity Date with respect to its Commitment. Any Lender which shall not timely notify the Borrowers and the Administrative Agent of its election to extend the Existing Maturity Date shall be deemed not to have elected to extend the Existing Maturity Date with respect to its Commitment (require any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectively, the “Terminating Lenders”). The election of any Declining Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extension. (b) If assign and only if (i) one or more Lenders shall have agreed in writing during the 30 day period referred to in Section 2.8(a) to extend the Existing Maturity Date and (ii) the Borrowers shall have submitted to the Administrative Agent, on the commencement date of the relevant Extension Period, a certificate of the Borrowers, substantially in the form of Exhibit 2.8(b) (the “Extension of Maturity Date Certificate”), stating that (x) the representations and warranties made by each Borrower in or pursuant to the Credit Documents are true and correct in all material respects on and as of the date thereof (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (y) no Default or Event of Default by each Borrower has occurred and is continuing, then (A) the Commitments of the Lenders other than Terminating Lenders (the “Continuing Lenders”, each a “Continuing Lender”) shall, subject to the other provisions of this Credit Agreement, be extended to the Requested Maturity Date specified in the Extension of Maturity Date Request from the Borrowers, and as to such Lenders the term “Maturity Date”, as used herein, shall on and after the date as of which the requested extension is effective mean such Requested Maturity Date, provided that if such date is not a Business Day, then such Requested Maturity Date shall be the next succeeding Business Day and (B) the Commitments and L/C Commitment share (if applicable) of the Terminating Lenders shall continue until the Existing Maturity Date and shall then terminate, and as to the Terminating Lenders, the term “Maturity Date”, as used herein, shall continue to mean the Existing Maturity Date. The Administrative Agent shall promptly notify (x) the Lenders of any Extension of Maturity Date Request, (y) the Lenders and the Borrowers of any extension of the Existing Maturity Date pursuant to this Section 2.8 and (z) the Borrowers and the Lenders of any Lender which becomes a Terminating Lender. (c) In the event that the Maturity Date shall have been extended for the Continuing Lenders in accordance with paragraph 2.8(b) above and, in connection with such extension, there are Terminating Lenders, the Borrowers may, at their own expense and in their sole discretion and prior to the Existing Maturity Date, require any Terminating Lender to transfer and assign delegate its interests, rights and obligations under this Credit Agreement in accordance with Section 4.5 to an Eligible Assignee that shall assume selected by the Borrower and willing to accept such assigned obligations assignment (in accordance with, and that shall agree that its Commitment will expire on subject to, the Maturity Date in effect restrictions and consents otherwise required for Continuing Lenders; provided, however, that the Borrowers shall have given written notice to the Administrative Agent in the case of an assignee that is not a Lender. Any such Eligible Assignee’s initial Maturity Date shall be the Maturity Date in effect for the Continuing Lenders at the time of such assignment. The Borrowers shall not be permitted to require a Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 2.8(c) unless the Borrowers have notified such Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date. Any Eligible Assignee which becomes a Lender as a result of such an assignment made pursuant to this Section 2.8(c) shall be deemed to have consented to the applicable Extension of Maturity Date Request and, therefore, shall not be a Terminating Lenderassignments generally). (d) Revolving Loans or L/C Obligations owing to any Terminating Lender on the Existing Maturity Date with respect to such Terminating Lender shall be repaid in full, with accrued interest and all other amounts then due and owing thereon, on the Existing Maturity Date with respect to such Terminating Lender.

Extension of Maturity Date. (a) On any anniversary of the Closing Date Not less than 60 days and not more than 90 days prior to the Maturity DateDate then in effect, provided that no Event of Default shall have occurred and be continuing, the Borrowers Borrower may request to extend the then-applicable an extension of such Maturity Date (the “Existing Maturity Date”) for an additional one-year period (an “Extension Period”) to the date that is one year after the Existing Maturity Date (the “Requested Maturity Date”); provided that the Borrowers may extend the Maturity Date for a maximum two (2) such Extension Periods. The Borrowers may make such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) by submitting to the Administrative Agent an Extension Request containing the information in respect of such extension specified in Exhibit H, which the Administrative Agent shall promptly furnish to each Lender. Each Lender shall, not less than 30 days and not more than 90 60 days prior to any anniversary of the Closing Date, so long as (i) each of the representations and warranties contained Maturity Date then in Section 7 and in the other Credit Documents shall be true and correct in all material respects on and as of the date of such notice and as of the commencement date of the relevant Extension Period as if made on and as of each date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (ii) no Default or Event of Default shall have occurred and be continuing on the date of such notice and as of the commencement date of the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from the Administrative Agenteffect, notify the Borrowers and the Administrative Agent in writing of its election to extend or not to extend the Existing Maturity Date with respect to its Commitment. Any Lender which shall not timely notify the Borrowers Borrower and the Administrative Agent of its election to extend or not extend the Existing Maturity Date as requested in such Extension Request. Notwithstanding any provision of this Agreement to the contrary, any notice by any Lender of its willingness to extend the Maturity Date shall be deemed not revocable by such Lender in its sole and absolute discretion at any time prior to have elected the date which is 30 days prior to extend the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies then in effect. If the Borrowers and Supermajority Lenders shall approve in writing the Administrative Agent extension of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all Maturity Date requested in such Lenders, collectivelyExtension Request, the “Terminating Lenders”). The election of Maturity Date shall automatically and without any Lender to agree to a requested extension shall not obligate further action by any other Lender to agree to Person be extended for the period specified in such requested extension. (b) If and only if Extension Request; provided that (i) one or more Lenders each extension pursuant to this Section 2.24 shall have agreed in writing during the 30 day period referred to in Section 2.8(a) to extend the Existing Maturity Date be for a maximum of 364 days and (ii) the Borrowers shall have submitted Commitment of any Lender which does not consent in writing to such extension not less than 30 days and not more than 60 days prior to the Administrative Agent, on the commencement date of the relevant Extension Period, a certificate of the Borrowers, substantially in the form of Exhibit 2.8(b) (the “Extension of Maturity Date Certificate”), stating that then in effect (x) the representations and warranties made by each Borrower in or pursuant to the Credit Documents are true and correct in all material respects on and as of the date thereof (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (y) no Default or Event of Default by each Borrower has occurred and is continuing, then (A) the Commitments of the Lenders other than Terminating Lenders (the “Continuing Lenders”, each a “Continuing an "Objecting Lender”") shall, subject to the other provisions of unless earlier terminated in accordance with this Credit Agreement, be extended to expire on the Requested Maturity Date specified in the Extension of Maturity Date Request from the Borrowers, and as to such Lenders the term “Maturity Date”, as used herein, shall effect on and after the date as of which the requested extension is effective mean such Requested Extension Request (such Maturity Date, provided that if any, referred to as the "Commitment Expiration Date" with respect to such date is Objecting Lender). If not a Business Dayless than 30 days and not more than 60 days prior to the Maturity Date then in effect, then such Requested the Supermajority Lenders shall not approve in writing the extension of the Maturity Date requested in an Extension Request, the Maturity Date shall not be the next succeeding Business Day and (B) the Commitments and L/C Commitment share (if applicable) of the Terminating Lenders shall continue until the Existing Maturity Date and shall then terminate, and as extended pursuant to the Terminating Lenders, the term “Maturity Date”, as used herein, shall continue to mean the Existing Maturity Datesuch Extension Request. The Administrative Agent shall promptly notify (x) the Lenders of any Extension of Maturity Date Request, (y) the Lenders and the Borrowers Borrower of any extension of the Existing Maturity Date pursuant to this Section 2.8 2.24 and (z) the Borrowers Borrower and the Lenders any other Lender of any Lender which becomes a Terminating an Objecting Lender. (b) Revolving Credit Loans owing to any Objecting Lender on the Commitment Expiration Date with respect to such Lender shall be repaid in full on or before such Commitment Expiration Date. (c) In the event that the Maturity Date The Borrower shall have been extended for the Continuing Lenders in accordance with paragraph 2.8(b) above andright, in connection with such extensionso long as no Event of Default has occurred and is then continuing, there are Terminating Lenders, the Borrowers may, at their own expense and in their sole discretion and prior to the Existing Maturity Date, require any Terminating Lender to transfer and assign its interests, rights and obligations under this Credit Agreement in accordance with Section 4.5 to an Eligible Assignee that shall assume such assigned obligations and that shall agree that its Commitment will expire on the Maturity Date in effect for Continuing Lenders; provided, however, that the Borrowers shall have given written upon giving notice to the Administrative Agent and the Objecting Lender in accordance with Section 2.13, to prepay in full the case Revolving Credit Loans of an assignee that is the Objecting Lenders, together with accrued interest thereon, any amounts payable pursuant to Sections 2.9, 2.10, 2.14, 2.15, 2.17, 2.21, and 9.4 and any accrued and unpaid Facility Fee or other amounts payable to it hereunder and/or, upon giving not a Lender. Any such Eligible Assignee’s initial Maturity Date shall be less than three Business Days' notice to the Maturity Date in effect for Objecting Lenders and the Continuing Lenders at Administrative Agent, to cancel the time of such assignment. The Borrowers shall not be permitted to require a Lender to assign any whole or part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 2.8(c) unless the Borrowers have notified such Lender Commitments of their intention to require the assignment thereof at least ten days prior to the proposed assignment date. Any Eligible Assignee which becomes a Lender as a result of such an assignment made pursuant to this Section 2.8(c) shall be deemed to have consented to the applicable Extension of Maturity Date Request and, therefore, shall not be a Terminating LenderObjecting Lenders. (d) Revolving Loans The Borrower may, with the consent of the Administrative Agent, designate one or L/C Obligations owing more financial institutions to act as a Lender hereunder in place of any Terminating Objecting Lender, and upon the execution of an agreement substantially in the form of Exhibit I by each such Objecting Lender (who hereby agrees to execute such agreement), such replacement financial institution and the Administrative Agent, such replacement financial institution shall become and be a Lender hereunder with all the rights and obligations it would have had if it had been named on the Existing Maturity Date with respect signature pages hereof, and having for all such financial institutions aggregate Commitments of no greater than the whole of the Commitment of the Objecting Lender in place of which such financial institutions were designated; provided, that the Facility Fees, interest and other payments to the Lenders due hereunder shall accrue for the account of each such financial institution from the date of replacement pursuant to such Terminating Lender agreement. The Administrative Agent shall be repaid in fullnotify the Lenders of the execution of any such agreement, with accrued interest the name of the financial institution executing such agreement and all other amounts then due and owing thereon, on the Existing Maturity Date with respect to amount of such Terminating Lenderfinancial institution's Commitment.

Extension of Maturity Date. (a) On any anniversary of The Borrower may, by notice to the Closing Date Administrative Agent (who shall promptly notify the Lenders) not earlier than 60 days prior to the Stated Maturity Date then in effect hereunder, (such Stated Maturity Date, the Borrowers may request to extend the then-applicable Maturity Date (the “Existing Maturity Date”) for and not later than 30 days prior to the Existing Maturity Date, request an additional one-year period extension of the Stated Maturity Date (an a “Extension PeriodMaturity Date Extension”) for one additional year from the Existing Maturity Date; provided that the Borrower may request (i) only two such extensions during the term of this Agreement and (ii) only one extension during any calendar year. (b) Each Lender, acting in its sole and individual discretion, shall, by notice to the Administrative Agent given not later than the date that is one year after 15 days prior to the Existing Maturity Date (the “Requested Maturity Notice Date”), advise the Administrative Agent whether or not such Lender agrees to such Maturity Date Extension and the application thereof to its Committed Amount (and each Lender that determines not to so extend its Committed Amount (a “Non-Extending Lender”) shall notify the Administrative Agent of such fact promptly after such determination (but in any event no later than the Notice Date)); provided that the Borrowers may extend the Maturity Date for a maximum two (2) such Extension Periods. The Borrowers may make such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) to any Lender that does not so advise the Administrative Agent not less than 30 days and not more than 90 days prior to any anniversary of on or before the Closing Date, so long as (i) each of the representations and warranties contained in Section 7 and in the other Credit Documents shall be true and correct in all material respects on and as of the date of such notice and as of the commencement date of the relevant Extension Period as if made on and as of each date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (ii) no Default or Event of Default shall have occurred and be continuing on the date of such notice and as of the commencement date of the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from the Administrative Agent, notify the Borrowers and the Administrative Agent in writing of its election to extend or not to extend the Existing Maturity Date with respect to its Commitment. Any Lender which shall not timely notify the Borrowers and the Administrative Agent of its election to extend the Existing Maturity Notice Date shall be deemed not to have elected to extend the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as be a “Terminating Non-Extending Lender” and all such Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested such extension shall not obligate any other Lender to agree to such requested extensionso agree. (bc) The Administrative Agent shall notify the Borrower of each Lender’s determination under this Section 2.21 no later than the day after the Notice Date (or, if such date is not a Business Day, on the next following Business Day). (d) The Borrower shall have the right to replace each Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more institutions (each, an “Additional Commitment Lender”) as provided in Section 2.19(b); provided that each of such Additional Commitment Lenders shall enter into an Assignment and Assumption pursuant to which such Additional Commitment Lender shall, effective as of the Existing Maturity Date, undertake a Committed Amount (and, if any such Additional Commitment Lender is already a Lender, such Committed Amount shall be in addition to such Lender’s existing Committed Amount hereunder on such date). (e) If (and only if if) the total of (i) one or more the Committed Amounts of the Lenders shall that have agreed in writing during the 30 day period referred to in Section 2.8(a) to extend the Existing such Maturity Date Extension and the application thereof to their Committed Amounts (each, an “Extending Lender”) and (ii) the Borrowers additional Committed Amounts of the Additional Commitment Lenders shall have submitted be greater than 50% of the aggregate amount of the Committed Amounts in effect immediately prior to the Notice Date, then, effective as of the Existing Maturity Date, the Stated Maturity Date of the Committed Amounts of each Extending Lender and of each Additional Commitment Lender shall be extended to the date falling one year after the Existing Maturity Date (except that, if such date is not a Business Day, the Stated Maturity Date as so extended shall be the next preceding Business Day) and each Additional Commitment Lender shall thereupon become a “Lender” for all purposes of this Agreement. (f) Notwithstanding the foregoing, each Maturity Date Extension shall not be effective unless: (i) Section 2.21(e) is satisfied; (ii) the Borrower shall deliver to the Administrative Agent, on the commencement date of the relevant Extension Period, Agent a certificate of the Borrowers, substantially in Borrower dated as of the form effective date of Exhibit 2.8(b) (the “Extension of such Maturity Date Certificate”)Extension, stating that signed by a Responsible Officer of the Borrower, (xA) certifying and attaching the resolutions adopted by the General Partner on behalf of the Borrower approving or consenting to such Maturity Date Extension and (B) certifying that, before and after giving effect to such Maturity Date Extension, (1) the representations and warranties made by each Borrower contained in or pursuant to Article III and the Credit other Loan Documents are true and correct in all material respects on and as of such date (except to the date thereof (orextent such representations and warranties are already qualified as to materiality, if any in which case such representation representations and warranty is expressly warranties shall be accurate and complete in all respects), except to the extent that such representations and warranties are stated to have been made as of relate to a specific earlier date, in which case they are true and correct in all material respects as of such specific dateearlier date (except to the extent such representations and warranties are already qualified as to materiality, in which case such representations and warranties shall be accurate and complete in all respects), and except that for purposes of this Section 2.21, the representations and warranties contained in subsections (a) and (yb) of Section 3.04 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 5.01, (2) since the date of the most recent annual financial statements delivered pursuant to Section 5.01(a), there has been no event, circumstance or occurrence that has had or could reasonably be expected to have a Material Adverse Effect, and (3) no Default or Event of Default by each Borrower has shall have occurred and is be continuing, then ; (Aiii) the Commitments of the Lenders other than Terminating Lenders (the “Continuing Lenders”, each a “Continuing Lender”) shall, subject Borrower shall deliver or cause to be delivered to the Administrative Agent any legal opinions or other provisions of this Credit Agreement, be extended to documents reasonably requested by the Requested Administrative Agent in connection with such Maturity Date specified in the Extension of Maturity Date Request from the BorrowersExtension; (iv) with respect to each Non-Extending Lender, and as to such Lenders the term “Maturity Date”, as used herein, shall on and after the date as of which the requested extension is effective mean such Requested Maturity Date, provided that if such date is not a Business Day, then such Requested Maturity Date shall be the next succeeding Business Day and (B) the Commitments and L/C Commitment share (if applicable) of the Terminating Lenders shall continue until the Existing Maturity Date and shall then terminate, and as to the Terminating Lenders, the term “Maturity Date”, as used herein, shall continue to mean the Existing Maturity Date. The Administrative Agent , the Borrower shall promptly notify prepay (xprovided that any such prepayment shall be subject to Section 2.16) the Lenders of any Extension of Maturity Date Request, (y) the Lenders all Secured Obligations owing to such Non-Extending Lender and the Borrowers of Committed Amounts shall be reduced by an amount equal to such Non-Extending Lender’s Committed Amount (except as provided in Section 2.21(d)); (v) on the Existing Maturity Date, the Borrower shall prepay (provided that any such prepayment shall be subject to Section 2.16) one or more existing Loans in an amount necessary such that, after giving effect to the extension of the Existing Maturity Date pursuant to this Section 2.8 and Date, each Lender will hold its pro rata share (zbased on its share of the revised Committed Amounts) the Borrowers and the Lenders of any Lender which becomes a Terminating Lender.outstanding Loans; and (cvi) In the event that the Maturity Date shall have been extended for the Continuing Lenders in accordance with paragraph 2.8(b) above and, in connection with such extension, there are Terminating Lenders, the Borrowers may, at their own expense and in their sole discretion and prior to on the Existing Maturity Date, require the Borrower shall prepay (provided that any Terminating Lender such prepayment shall be subject to transfer and assign its interestsSection 2.16) one or more existing Loans or cash collateralize Letters of Credit in an amount necessary such that, rights and obligations under this Credit Agreement in accordance with Section 4.5 to an Eligible Assignee that shall assume such assigned obligations and that shall agree that its Commitment will expire on the Maturity Date in after giving effect for Continuing Lenders; provided, however, that the Borrowers shall have given written notice to the Administrative Agent in extension of the case Existing Maturity Date, the aggregate amount of an assignee that is not a Lender. Any such Eligible Assignee’s initial Maturity Date shall be LC Exposure outstanding plus the Maturity Date in effect for the Continuing Lenders at the time of such assignment. The Borrowers Loans outstanding shall not be permitted to require a Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 2.8(c) unless exceed the Borrowers have notified such Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date. Any Eligible Assignee which becomes a Lender as a result of such an assignment made pursuant to this Section 2.8(c) shall be deemed to have consented to the applicable Extension of Maturity Date Request and, therefore, shall not be a Terminating Lenderaggregate Committed Amounts. (dg) Revolving Loans or L/C Obligations owing This Section 2.21 shall supersede any provisions in Section 2.18(c) to any Terminating Lender on the Existing Maturity Date with respect to such Terminating Lender shall be repaid in full, with accrued interest and all other amounts then due and owing thereon, on the Existing Maturity Date with respect to such Terminating Lendercontrary.

Extension of Maturity Date. (a) On any anniversary The Borrower may, on no more than two occasions during the term of the Closing Date prior to the Maturity Datethis Agreement, the Borrowers may request to extend the then-applicable Maturity Date (the “Existing Maturity Date”) for an additional one-year period by written notice (an “Extension PeriodNotice”) to the date that is one year after the Existing Maturity Date (the “Requested Maturity Date”); provided that the Borrowers may extend the Maturity Date for a maximum two (2) such Extension Periods. The Borrowers may make such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) delivered to the Administrative Agent not less than 30 days and not more than 90 60 days prior to any anniversary of the Closing Effective Date, so long as request a one-year extension of the Maturity Date then in effect (the “Existing Maturity Date”) to be effective on such anniversary (the “Extension Effective Date”); provided that (i) each of no Default shall have occurred and be continuing on the Extension Effective Date, (ii) the representations and warranties contained set forth in Section 7 and in the other Credit Documents Article III hereof shall be true and correct in all material respects on and as of the date of Extension Effective Date, except where such notice and as of the commencement date of the relevant Extension Period as if made on and as of each date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (ii) no Default or Event of Default shall have occurred and be continuing on the date of such notice and as of the commencement date of the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from the Administrative Agent, notify the Borrowers and the Administrative Agent in writing of its election to extend or not to extend the Existing Maturity Date with respect to its Commitment. Any Lender which shall not timely notify the Borrowers and the Administrative Agent of its election to extend the Existing Maturity Date shall be deemed not to have elected to extend the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extension. (b) If and only if (i) one or more Lenders shall have agreed in writing during the 30 day period referred to in Section 2.8(a) to extend the Existing Maturity Date and (ii) the Borrowers shall have submitted to the Administrative Agent, on the commencement date of the relevant Extension Period, a certificate of the Borrowers, substantially in the form of Exhibit 2.8(b) (the “Extension of Maturity Date Certificate”), stating that (x) the representations and warranties made by each Borrower expressly relate to an earlier date, in or pursuant to the Credit Documents are which case such representations and warranties shall have been true and correct in all material respects on and as of the date thereof (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific earlier date, and (iii) the Administrative Agent shall have received a certificate, dated the Extension Effective Date and signed by a Vice President or a Financial Officer of the Borrower, confirming compliance with the conditions precedent set forth in clauses (i) and (yii) no Default or Event of Default by each Borrower has occurred and is continuing, then this paragraph (Aa). (b) the Commitments The effectiveness of any extension of the Lenders other than Terminating Lenders (Maturity Date shall require the “Continuing prior written consent of the Required Lenders”, each a “Continuing Lender”) shall, subject to Lender participating in such extension of the other provisions of this Credit Agreement, be extended to the Requested Maturity Date specified in the Extension of Maturity Date Request from the Borrowers, and as to such Lenders the term “Maturity Date”, as used herein, shall on and after the date as of which the requested extension is effective mean such Requested Maturity Date, provided that if such date is not a Business Day, then such Requested Maturity Date shall be and the next succeeding Business Day and (B) the Commitments and L/C Commitment share (if applicable) of the Terminating Lenders shall continue until the Existing Maturity Date and shall then terminate, and as to the Terminating Lenders, the term “Maturity Date”, as used herein, shall continue to mean the Existing Maturity DateAdministrative Agent. The Administrative Agent shall promptly notify (x) furnish a copy of the Lenders of any Extension of Maturity Date RequestNotice to each Lender, (y) and shall request that each Lender either agree or not agree to such extension no later than 10 days prior to the Lenders and requested Extension Effective Date. Any Lender not responding within the Borrowers of above time period shall be deemed not to have consented to such extension. The decision to agree or withhold agreement to any extension of the Existing Maturity Date pursuant to this Section 2.8 and (z) hereunder shall be at the Borrowers and the Lenders sole discretion of each Lender. The Revolving Commitment of any Lender which becomes a Terminating Lender. (c) In the event that has declined to agree to any requested extension of the Maturity Date (a “Non-Consenting Lender”) shall have been extended for the Continuing Lenders in accordance with paragraph 2.8(b) above and, in connection with such extension, there are Terminating Lenders, the Borrowers may, at their own expense and in their sole discretion and prior to terminate on the Existing Maturity Date, require and the principal amount of any Terminating outstanding Loans made by such Lender, together with any accrued interest thereon, and any accrued fees and other amounts payable to or for the account of such Lender to transfer and assign its interestshereunder, rights and obligations under this Credit Agreement in accordance with Section 4.5 to an Eligible Assignee that shall assume such assigned obligations and that shall agree that its Commitment will expire on the Maturity Date in effect for Continuing Lenders; provided, however, that the Borrowers shall have given written notice to the Administrative Agent in the case of an assignee that is not a Lender. Any such Eligible Assignee’s initial Maturity Date shall be the Maturity Date in effect for the Continuing Lenders at the time of such assignment. The Borrowers shall not be permitted to require a Lender to assign any part of its interests, rights due and obligations under this Credit Agreement pursuant to this Section 2.8(c) unless the Borrowers have notified such Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date. Any Eligible Assignee which becomes a Lender as a result of such an assignment made pursuant to this Section 2.8(c) shall be deemed to have consented to the applicable Extension of Maturity Date Request and, therefore, shall not be a Terminating Lender. (d) Revolving Loans or L/C Obligations owing to any Terminating Lender payable on the Existing Maturity Date Date, and such Non-Consenting Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.13, 2.14, 2.15 and 9.03 with respect to such Terminating facts and circumstances occurring prior to the date it ceased being a party. Notwithstanding the foregoing provisions of this paragraph, the Borrower shall have the right, prior to an Extension Effective Date, pursuant to, and in accordance with, Section 2.17(b), to replace a Non-Consenting Lender shall be repaid in full, with accrued interest and all a Lender or other amounts then due and owing thereon, on financial institution that will agree to an extension of the Existing Maturity Date with respect to such Terminating LenderDate.

Extension of Maturity Date. By notice to the Administrative Agent not earlier than twelve (a12) On any anniversary months nor later than three (3) months before the Maturity Date specified in clause (i) of the Closing definition of the term “Maturity Date” (the “Original Maturity Date”), Kimco may extend the Maturity Date prior to the Maturity Date, date one year after the Borrowers may request to extend the then-applicable Original Maturity Date (the “Existing Maturity Date”) for an additional one-year period (an “Extension Period”) to the date that is one year after the Existing Maturity Date (the “Requested Extended Maturity Date”); provided that the Borrowers may extend the Maturity Date for a maximum two (2i) such Extension Periods. The Borrowers may make such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) Kimco shall have paid to the Administrative Agent not less than 30 days and not more than 90 days prior to any anniversary for the account of the Closing Lenders on or before the Original Maturity Date a nonrefundable extension fee in an amount equal to 0.075% of the aggregate amount of the Revolving Commitments in effect on the Original Maturity Date, so long as whether used or unused, and (iii), the following conditions shall be satisfied: (a) each Each of the representations and warranties contained made by Kimco in Section 7 and in or pursuant to the other Credit Loan Documents shall be true and correct in all material respects on and as of the date of such notice and as of the commencement date of the relevant Extension Period Original Maturity Date as if made on and as of each such date (or, if any such representation except for representations and warranty is warranties expressly stated to have been made as of relate to a specific earlier date, in which case such representations and warranties were true and correct in all material respects as of such specific earlier date; and (i) and (ii) no No Default or Event of Default shall have occurred and be continuing on the date of such notice or as of the Original Maturity Date, and (ii) Kimco would be in compliance with each financial covenant set forth in paragraphs (a) through (f) of Section 7.1 if the ratio or amount referred to therein were to be calculated as of the Original Maturity Date (provided that for the purposes of determining such compliance, Gross Asset Value shall be determined for the most recent Test Period as to which a compliance certificate has been delivered pursuant to Section 6.2(b)). The request for an extension under this Section 10.9 shall constitute a representation and warranty by Kimco as of the date of such request and as of the commencement date of the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from the Administrative Agent, notify the Borrowers and the Administrative Agent in writing of its election to extend or not to extend the Existing Original Maturity Date with respect to its Commitment. Any Lender which shall not timely notify that the Borrowers conditions contained in this Section 10.9 have been satisfied, and the Administrative Agent of its election to extend the Existing Maturity Date shall be deemed not to have elected to extend the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extension. (b) If and only if (i) one or more Lenders shall have agreed in writing during the 30 day period referred to in Section 2.8(a) to extend the Existing Maturity Date and (ii) the Borrowers shall have submitted to the Administrative Agent, on the commencement date of the relevant Extension Period, accompanied by a certificate of the Borrowers, substantially in the form a Responsible Officer of Exhibit 2.8(b) (the “Extension of Maturity Date Certificate”), stating that (x) the representations and warranties made by each Borrower in or pursuant to the Credit Documents are true and correct in all material respects on and as of the date thereof (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (y) no Default or Event of Default by each Borrower has occurred and is continuing, then (A) the Commitments of the Lenders other than Terminating Lenders (the “Continuing Lenders”, each a “Continuing Lender”) shall, subject to the other provisions of this Credit Agreement, be extended to the Requested Maturity Date specified in the Extension of Maturity Date Request from the Borrowers, and as Kimco to such Lenders the term “Maturity Date”, as used herein, shall on and after the date as of which the requested extension is effective mean such Requested Maturity Date, provided that if such date is not a Business Day, then such Requested Maturity Date shall be the next succeeding Business Day and (B) the Commitments and L/C Commitment share (if applicable) of the Terminating Lenders shall continue until the Existing Maturity Date and shall then terminate, and as to the Terminating Lenders, the term “Maturity Date”, as used herein, shall continue to mean the Existing Maturity Dateeffect. The Administrative Agent shall promptly notify (x) the Lenders of any Extension of Maturity Date Request, (y) the Lenders and the Borrowers of any extension of the Existing Maturity Date pursuant to this Section 2.8 and (z) the Borrowers and the Lenders of any Lender which becomes a Terminating Lender. (c) In the event that the Maturity Date shall have been extended for the Continuing Lenders in accordance with paragraph 2.8(b) above and, in connection with such extension, there are Terminating Lenders, the Borrowers may, at their own expense and in their sole discretion and prior to the Existing Maturity Date, require any Terminating Lender to transfer and assign its interests, rights and obligations under this Credit Agreement in accordance with Section 4.5 to an Eligible Assignee that shall assume such assigned obligations and that shall agree that its Commitment will expire on the Maturity Date in effect for Continuing Lenders; provided, however, that the Borrowers shall have given written notice to the Administrative Agent in the case of an assignee that is not a Lender. Any such Eligible Assignee’s initial Maturity Date shall be the Maturity Date in effect for the Continuing Lenders at the time of such assignment. The Borrowers shall not be permitted to require a Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 2.8(c) unless the Borrowers have notified such Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date. Any Eligible Assignee which becomes a Lender as a result of such an assignment made pursuant to this Section 2.8(c) shall be deemed to have consented to the applicable Extension of Maturity Date Request and, therefore, shall not be a Terminating Lender. (d) Revolving Loans or L/C Obligations owing to any Terminating Lender on the Existing Maturity Date with respect to such Terminating Lender shall be repaid in full, with accrued interest and all other amounts then due and owing thereon, on the Existing Maturity Date with respect to such Terminating Lender.

Extension of Maturity Date. The Borrower may, by written request to the Agent and the Lenders given not later than one hundred eighty (a180) On any anniversary of the Closing Date days prior to the Maturity Date then in effect (the "Effective Maturity Date, the Borrowers may ") request to extend the then-applicable (an "Extension Request") that such Effective Maturity Date be extended to a date which is twenty-four (24) months after such Effective Maturity Date. No later than the date (the “Existing Maturity "Extension Response Date”") for an additional one-year period which is 30 days after such Extension Request has been delivered to each of the Lenders, each Lender will notify the Borrower in writing (an “Extension Period”) with a copy to the date that is one year after the Existing Maturity Date Agent) whether or not it consents to such Extension Request (the “Requested Maturity Date”which consent may be granted or denied by each Lender in its sole discretion and may be conditioned on receipt of such financial information or other documentation as may be specified by such Lender); provided provided, that any Lender that fails to so advise the Borrowers may extend Borrower on or prior to the Extension Response Date shall be deemed to have denied such Extension Request. The extension of the Maturity Date for a maximum two contemplated by an Extension Request shall become effective as of the applicable Effective Maturity Date; provided, that (2i) all of the Lenders shall have consented to such Extension Periods. The Borrowers may make such request in a notice given as herein provided Request; and substantially in the form attached hereto as Exhibit 2.8(a(ii) (the “Extension of Maturity Date Request”) to the Administrative Agent not less than 30 days and not more than 90 days prior to any anniversary of the Closing Date, so long as (ix) each of the representations and warranties contained made by the Borrower in Section 7 and in or pursuant to the other Credit Loan Documents shall be true and correct in all material respects on and as of each of the date of such notice Extension Request and as of the commencement date of the relevant Extension Period such Effective Maturity Date as if made on and as of each date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific except to the extent relating to an earlier date) and , (iiy) no Default or Event of Default shall have occurred and be continuing on the date of such notice and as of the commencement date of the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any Request or on such notice from the Administrative Agent, notify the Borrowers and the Administrative Agent in writing of its election to extend or not to extend the Existing Maturity Date with respect to its Commitment. Any Lender which shall not timely notify the Borrowers and the Administrative Agent of its election to extend the Existing Maturity Date shall be deemed not to have elected to extend the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extension. (b) If and only if (i) one or more Lenders shall have agreed in writing during the 30 day period referred to in Section 2.8(a) to extend the Existing Effective Maturity Date and (iiz) on each of the Borrowers date of such Extension Request and such Effective Maturity Date, the Agent shall have submitted to the Administrative Agent, on the commencement date of the relevant Extension Period, received a certificate of the Borrowers, substantially Borrower as to the matters set forth in the form of Exhibit 2.8(b) (the “Extension of Maturity Date Certificate”), stating that clauses (x) the representations and warranties made by each Borrower in or pursuant to the Credit Documents are true and correct in all material respects on and as of the date thereof (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (y) no Default or Event of Default by each Borrower has occurred and is continuing, then (A) the Commitments of the Lenders other than Terminating Lenders (the “Continuing Lenders”, each a “Continuing Lender”) shall, subject to the other provisions of this Credit Agreement, be extended to the Requested Maturity Date specified in the Extension of Maturity Date Request from the Borrowers, and as to such Lenders the term “Maturity Date”, as used herein, shall on and after the date as of which the requested extension is effective mean such Requested Maturity Date, provided that if such date is not a Business Day, then such Requested Maturity Date shall be the next succeeding Business Day and (B) the Commitments and L/C Commitment share (if applicable) of the Terminating Lenders shall continue until the Existing Maturity Date and shall then terminate, and as to the Terminating Lenders, the term “Maturity Date”, as used herein, shall continue to mean the Existing Maturity Date. The Administrative Agent shall promptly notify (x) the Lenders of any Extension of Maturity Date Request, (y) the Lenders and the Borrowers of any extension of the Existing Maturity Date pursuant to this Section 2.8 and (z) the Borrowers and the Lenders of any Lender which becomes a Terminating Lenderabove. (c) In the event that the Maturity Date shall have been extended for the Continuing Lenders in accordance with paragraph 2.8(b) above and, in connection with such extension, there are Terminating Lenders, the Borrowers may, at their own expense and in their sole discretion and prior to the Existing Maturity Date, require any Terminating Lender to transfer and assign its interests, rights and obligations under this Credit Agreement in accordance with Section 4.5 to an Eligible Assignee that shall assume such assigned obligations and that shall agree that its Commitment will expire on the Maturity Date in effect for Continuing Lenders; provided, however, that the Borrowers shall have given written notice to the Administrative Agent in the case of an assignee that is not a Lender. Any such Eligible Assignee’s initial Maturity Date shall be the Maturity Date in effect for the Continuing Lenders at the time of such assignment. The Borrowers shall not be permitted to require a Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 2.8(c) unless the Borrowers have notified such Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date. Any Eligible Assignee which becomes a Lender as a result of such an assignment made pursuant to this Section 2.8(c) shall be deemed to have consented to the applicable Extension of Maturity Date Request and, therefore, shall not be a Terminating Lender. (d) Revolving Loans or L/C Obligations owing to any Terminating Lender on the Existing Maturity Date with respect to such Terminating Lender shall be repaid in full, with accrued interest and all other amounts then due and owing thereon, on the Existing Maturity Date with respect to such Terminating Lender.

Extension of Maturity Date. (a) On any The Borrower has requested the ability to extend the Maturity Date. The Borrower acknowledges and agrees that the Banks have no agreement or obligation to extend the Maturity Date. Notwithstanding the foregoing, the Borrower and the Banks have agreed upon the following procedure with respect to requests by the Borrower to extend the Maturity Date: (i) The Borrower may request that the Banks extend the Maturity Date by one (1) year. If the Borrower desires to request that the Maturity Date be extended by one (1) year, the Borrower shall deliver written notice of such request to the Agent not earlier than the first anniversary of the Closing Date and not later than the date which is ninety (90) days prior to the Maturity Date, the Borrowers may request to extend the then-applicable then effective Maturity Date (the “Existing Maturity Date”) for an additional one-year period (an “"Extension Period”) to the date that is one year after the Existing Maturity Date (the “Requested Maturity Date”Request"); provided that the Borrowers may extend the Maturity Date for a maximum two (2) such Extension Periods. The Borrowers may make Agent shall provide a copy of such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) to the Administrative Agent not less than 30 days and not more than 90 days prior to any anniversary of the Closing Date, so long as (i) each of the representations and warranties contained in Section 7 and in Banks within ten (10) days after the other Credit Documents shall be true and correct in all material respects on and as of the date Agent's receipt of such notice and as notice. The Banks shall notify the Agent within forty-five (45) days of the commencement date of the relevant Extension Period as if made on and as of each date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (ii) no Default or Event of Default shall have occurred and be continuing on the date of such notice and as of the commencement date of the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from the Administrative AgentAgent of such Bank's approval or rejection of the Extension Request. No Extension Request shall be deemed approved unless approved by all of the Banks, which approval may be granted or withheld in each Bank's sole and absolute discretion. In the event that a Bank shall fail to respond in writing to the Agent within such forty-five (45) day period, such Bank shall be deemed to have rejected the Extension Request. The Agent shall promptly notify the Borrowers and Borrower of the Administrative Agent in writing of its election to extend or not to extend responses received from the Existing Maturity Date Banks with respect to its Commitment. Any Lender which shall not timely notify the Borrowers and Extension Request. (ii) If the Administrative Agent Extension Request is approved by all of its election to extend the Existing Maturity Date shall be deemed not to have elected to extend the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to Banks as a “Terminating Lender” and all such Lenders, collectivelyprovided in Section 2.8(a)(i), the “Terminating Lenders”Borrower shall retain the right to request further one (1) year extensions in the manner provided in this Section 2.8(a). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extension. (b) If and only if (i) one or more Lenders shall have agreed in writing during In the 30 day period referred to event that an Extension Request is approved as provided in Section 2.8(a) ), each and every such approval shall be conditioned upon satisfaction of the following conditions precedent, which terms shall be in addition to extend any terms and conditions which may be required by the Existing Maturity Date and (ii) the Borrowers shall have submitted Banks as a condition to the Administrative Agent, on the commencement date approval of the relevant Extension Period, a certificate of the Borrowers, substantially in the form of Exhibit 2.8(b) (the “Extension of Maturity Date Certificate”), stating that (x) the representations Request and warranties made by each Borrower in or pursuant must be satisfied prior to the Credit Documents are true and correct in all material respects on and as of the date thereof (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (y) no Default or Event of Default by each Borrower has occurred and is continuing, then (A) the Commitments of the Lenders other than Terminating Lenders (the “Continuing Lenders”, each a “Continuing Lender”) shall, subject to the other provisions of this Credit Agreement, be extended to the Requested Maturity Date specified in the Extension of Maturity Date Request from the Borrowers, and as to such Lenders the term “Maturity Date”, as used herein, shall on and after the date as of which the requested extension is effective mean such Requested Maturity Date, provided that if such date is not a Business Day, then such Requested Maturity Date shall be the next succeeding Business Day and (B) the Commitments and L/C Commitment share (if applicable) of the Terminating Lenders shall continue until the Existing Maturity Date and shall then terminate, and as to the Terminating Lenders, the term “Maturity Date”, as used herein, shall continue to mean the Existing Maturity Date. The Administrative Agent shall promptly notify (x) the Lenders of any Extension of Maturity Date Request, (y) the Lenders and the Borrowers effectiveness of any extension of the Existing Maturity Date pursuant to this Section 2.8 and (z) the Borrowers and the Lenders of any Lender which becomes a Terminating Lender. (c) In the event that the Maturity Date shall have been extended for the Continuing Lenders in accordance with paragraph 2.8(b) above and, in connection with such extension, there are Terminating Lenders, the Borrowers may, at their own expense and in their sole discretion and prior to the Existing Maturity Date, require any Terminating Lender to transfer and assign its interests, rights and obligations under this Credit Agreement in accordance with Section 4.5 to an Eligible Assignee that shall assume such assigned obligations and that shall agree that its Commitment will expire on the Maturity Date in effect for Continuing Lenders; provided, however, that the Borrowers shall have given written notice to the Administrative Agent in the case of an assignee that is not a Lender. Any such Eligible Assignee’s initial Maturity Date shall be the Maturity Date in effect for the Continuing Lenders at the time of such assignment. The Borrowers shall not be permitted to require a Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 2.8(c) unless the Borrowers have notified such Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date. Any Eligible Assignee which becomes a Lender as a result of such an assignment made pursuant to this Section 2.8(c) shall be deemed to have consented to the applicable Extension of Maturity Date Request and, therefore, shall not be a Terminating Lender. (d) Revolving Loans or L/C Obligations owing to any Terminating Lender on the Existing Maturity Date with respect to such Terminating Lender shall be repaid in full, with accrued interest and all other amounts then due and owing thereon, on the Existing Maturity Date with respect to such Terminating Lender.:

Extension of Maturity Date. The Borrower in its sole discretion may request that the Administrative Agent and the Lenders extend (ai) On any anniversary of the Closing Original Maturity Date prior to the Maturity Date, the Borrowers may request to extend the then-applicable First Extended Maturity Date (the “Existing Maturity Date”) for an additional one-year period (an “Extension Period”) to the date that is one year after the Existing Maturity Date (the “Requested Maturity Date”); provided that the Borrowers may extend the Maturity Date for a maximum two (2) such Extension Periods. The Borrowers may make such request in a notice given as herein provided by executing and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) delivering to the Administrative Agent not less than 30 days and at least forty-five (45) days, but not more than 90 days ninety (90) days, prior to any anniversary of the Closing Original Maturity Date, so long as a written request for such extension (i) each of the representations and warranties contained in Section 7 and in the other Credit Documents shall be true and correct in all material respects on and as of the date of such notice and as of the commencement date of the relevant “First Extension Period as if made on and as of each date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific dateOption”) and (ii) the First Extended Maturity Date to the Second Extended Maturity Date by executing and delivering to the Administrative Agent at least forty-five (45) days, but not more than ninety (90) days, prior to the First Extended Maturity Date, a written request for such extension (the “Second Extension Option”). The Administrative Agent shall forward to each Lender a copy of any such request delivered to the Administrative Agent promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Maturity Date shall be extended to the First Extended Maturity Date or the Second Extended Maturity Date, as then applicable: (a) immediately prior to such extension and immediately after giving effect thereto, no Default or Event of Default shall exist, (b) the Borrower shall have occurred and be continuing on paid the date of such notice and as of the commencement date of the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not applicable Fees payable under Section 3.5(e) no later than a date 30 days after its receipt of any such notice from (1) the Administrative Agent, notify the Borrowers and the Administrative Agent in writing of its election to extend or not to extend the Existing Original Maturity Date (provided that no such Fee shall be payable if Borrower rescinds the extension request prior to the Original Maturity Date) with respect to its Commitment. Any Lender which shall not timely notify the Borrowers First Extension Option and (2) the Administrative Agent of its election to extend the Existing First Extended Maturity Date (provided that no such Fee shall be deemed not payable if Borrower rescinds the extension request prior to have elected to extend the Existing First Extended Maturity Date Date) with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such LendersSecond Extension Option, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extension. (b) If and only if (i) one or more Lenders shall have agreed in writing during the 30 day period referred to in Section 2.8(a) to extend the Existing Maturity Date and (iic) the Borrowers shall have submitted to the Administrative Agent, on the commencement date of the relevant Extension Period, a certificate of the Borrowers, substantially in the form of Exhibit 2.8(b) (the “Extension of Maturity Date Certificate”), stating that (x) the all representations and warranties made or deemed made by each Borrower any Loan Party in or pursuant any Loan Document to the Credit Documents which any such Loan Party is a party are true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such extension (except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date thereof (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific earlier date) and (y) no Default or Event of Default by each Borrower has occurred except for changes in factual circumstances specifically and is continuing, then (A) expressly permitted under the Commitments of the Lenders other than Terminating Lenders (the “Continuing Lenders”, each a “Continuing Lender”) shall, subject to the other provisions of this Credit Agreement, be extended to the Requested Maturity Date specified in the Extension of Maturity Date Request from the Borrowers, and as to such Lenders the term “Maturity Date”, as used herein, shall on and after the date as of which the requested extension is effective mean such Requested Maturity Date, provided that if such date is not a Business Day, then such Requested Maturity Date shall be the next succeeding Business Day and (B) the Commitments and L/C Commitment share (if applicable) of the Terminating Lenders shall continue until the Existing Maturity Date and shall then terminate, and as to the Terminating Lenders, the term “Maturity Date”, as used herein, shall continue to mean the Existing Maturity Date. The Administrative Agent shall promptly notify (x) the Lenders of any Extension of Maturity Date Request, (y) the Lenders and the Borrowers of any extension of the Existing Maturity Date pursuant to this Section 2.8 and (z) the Borrowers and the Lenders of any Lender which becomes a Terminating LenderLoan Documents). (c) In the event that the Maturity Date shall have been extended for the Continuing Lenders in accordance with paragraph 2.8(b) above and, in connection with such extension, there are Terminating Lenders, the Borrowers may, at their own expense and in their sole discretion and prior to the Existing Maturity Date, require any Terminating Lender to transfer and assign its interests, rights and obligations under this Credit Agreement in accordance with Section 4.5 to an Eligible Assignee that shall assume such assigned obligations and that shall agree that its Commitment will expire on the Maturity Date in effect for Continuing Lenders; provided, however, that the Borrowers shall have given written notice to the Administrative Agent in the case of an assignee that is not a Lender. Any such Eligible Assignee’s initial Maturity Date shall be the Maturity Date in effect for the Continuing Lenders at the time of such assignment. The Borrowers shall not be permitted to require a Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 2.8(c) unless the Borrowers have notified such Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date. Any Eligible Assignee which becomes a Lender as a result of such an assignment made pursuant to this Section 2.8(c) shall be deemed to have consented to the applicable Extension of Maturity Date Request and, therefore, shall not be a Terminating Lender. (d) Revolving Loans or L/C Obligations owing to any Terminating Lender on the Existing Maturity Date with respect to such Terminating Lender shall be repaid in full, with accrued interest and all other amounts then due and owing thereon, on the Existing Maturity Date with respect to such Terminating Lender.

Extension of Maturity Date. (a) On any anniversary of Not earlier than 45 days prior to, nor later than 30 days prior to, the Closing Date prior to the then Maturity Date, the Borrowers Borrower may request by Requisite Notice (as defined below) made to extend the thenAgent (which shall promptly notify the Lenders) a 364-applicable Maturity Date (day extension of the “Existing Maturity Date”. Such request shall include a certificate signed by a Responsible Officer (as defined below) for an additional one-year period (an “Extension Period”) to the date stating that is one year after the Existing Maturity Date (the “Requested Maturity Date”); provided that the Borrowers may extend the Maturity Date for a maximum two (2) such Extension Periods. The Borrowers may make such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) to the Administrative Agent not less than 30 days and not more than 90 days prior to any anniversary of the Closing Date, so long as (i) each of the representations and warranties contained in Section 7 and in the other Credit Documents shall be Article VI are true and correct in all material respects on and as of the date of such notice and as of the commencement date of the relevant Extension Period as if made on and as of each date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) certificate and (ii) no Default or Event of Default shall have has occurred and be continuing on is continuing. Each Lender shall notify the Agent by Requisite Notice by the date of such notice specified by the Agent (which date shall be a Business Day and as of the commencement date of the relevant Extension Period. Each Lendershall not be less than 15 Business Days prior to, acting in its sole discretion, shall, not later nor more than a date 30 days after its receipt of any prior to, the then Maturity Date) that either (A) such notice from Lender declines to consent to extending the Administrative Agent, notify the Borrowers and the Administrative Agent in writing of its election to extend or not to extend the Existing Maturity Date with respect or (B) such Lender consents to its Commitmentextending the Maturity Date. Any Lender which shall not timely notify responding within the Borrowers and the Administrative Agent of its election to extend the Existing Maturity Date above time period shall be deemed not to have elected consented to extend extending the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies Date. The Agent shall, after receiving the Borrowers notifications from all of the Lenders or the expiration of such period, whichever is earlier, notify the Borrower and the Administrative Agent Lenders of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extensionresults thereof. (b) If and only if any Lender declines, or is deemed to have declined, to consent to such request for extension (i) one or more Lenders shall have agreed in writing during the 30 day period referred to in Section 2.8(a) to extend the Existing Maturity Date and (ii) the Borrowers shall have submitted to the Administrative Agent, on the commencement date of the relevant Extension Period, a certificate of the Borrowers, substantially in the form of Exhibit 2.8(b) (the “Extension of Maturity Date CertificateDeclining Lender”), stating provided that (x) the representations and warranties made by each Borrower in or pursuant to the Credit Documents are true and correct in all material respects on and as of the date thereof (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (y) no Default or Event of Default by each Borrower has occurred and is continuingcontinuing at such time, then the Borrower may elect to either (Ai) request the Commitments of non-Declining Lenders to extend the Lenders other than Terminating Lenders (the “Continuing Lenders”, each a “Continuing Lender”) shall, subject to the other provisions of this Credit Agreement, be extended to the Requested Maturity Date specified in the Extension of Maturity Date Request from the Borrowers, and as to such Lenders the term “Maturity Date”, as used herein, shall on and after the date as of which the requested extension is effective mean such Requested Maturity Date, provided that if or (ii) at its own expense (such date is not a Business Day, then such Requested Maturity Date shall be the next succeeding Business Day and (B) the Commitments and L/C Commitment share (if applicable) of the Terminating Lenders shall continue until the Existing Maturity Date and shall then terminate, and as expense to include any transfer fee payable to the Terminating Lenders, the term “Maturity Date”, as used herein, shall continue to mean the Existing Maturity Date. The Administrative Agent shall promptly notify (xunder Section 11.3(b) the Lenders of and any Extension of Maturity Date Request, (y) the Lenders and the Borrowers of any extension of the Existing Maturity Date expense pursuant to this Section 2.8 and (z4.3) the Borrowers and the Lenders of any Lender which becomes a Terminating Lender. (c) In the event that the Maturity Date shall have been extended for the Continuing Lenders in accordance with paragraph 2.8(b) above and, in connection with such extension, there are Terminating Lenders, the Borrowers may, at their own expense and in their its sole discretion and prior to the Existing Maturity Datediscretion, require any Terminating such Declining Lender to transfer and assign its interests, rights and obligations under this Credit Agreement in whole (but not in part) without recourse (in accordance with Section 4.5 to an Eligible Assignee that shall assume such assigned obligations and that shall agree that its Commitment will expire on the Maturity Date in effect for Continuing Lenders; provided, however, that the Borrowers shall have given written notice subject to the Administrative Agent in the case terms and conditions of an assignee that is not a Lender. Any such Eligible Assignee’s initial Maturity Date shall be the Maturity Date in effect for the Continuing Lenders at the time of such assignment. The Borrowers shall not be permitted to require a Lender to assign any part Section 11.3(b)) all of its interests, rights and obligations under this Credit Agreement to an Eligible Assignee, which shall assume such assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (A) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority and (B) the assigning Declining Lender shall have received in immediately available funds the principal of and interest accrued to the date of such payment on the portion of the Advances hereunder held by such assigning Declining Lender and all other amounts owed to such assigning Declining Lender hereunder, including amounts owed pursuant to this Section 2.8(cSections 4.1 through 4.4. (c) unless If (i) there are one or more Declining Lenders and the Borrowers Borrower elects to have notified the non-Declining Lenders extend the Maturity Date or (ii) there are any removals or replacements of Lenders pursuant to the prior subsection, and after giving effect to such Lender removals or replacements of their intention Lenders, all of the Lenders have consented to require extending the assignment thereof at least ten Maturity Date; then the Maturity Date shall be extended (solely with respect to the non-Declining Lenders) to the date that is 364 days after the then Maturity Date, effective as of the date to be determined by the Agent and the Borrower (the “Maturity Extension Decision Date”), and the Agent shall promptly notify the Lenders thereof. On or prior to the proposed assignment date. Any Eligible Assignee which becomes a Lender as a result of such an assignment made pursuant to this Section 2.8(c) Maturity Extension Decision Date, the Borrower shall be deemed to have consented deliver to the applicable Agent, in form and substance satisfactory to the Agent and the Lenders (1) the corporate resolution of the Borrower authorizing such extension, certified as in effect as of the Maturity Extension Decision Date and the related incumbency certificate of Maturity Date Request andthe Borrower, thereforeand (2) new or amended promissory notes, if requested by any new or affected Lender, evidencing such new or revised Commitment. The Agent shall not distribute an amended Schedule 1.1. to Credit Agreement (which shall thereafter be a Terminating incorporated into this Agreement), to reflect any changes in Lenders, the Commitment and each Lender’s pro rata share thereof. (d) Revolving Loans or L/C Obligations owing to any Terminating Lender on the Existing Maturity Date with respect to such Terminating Lender shall be repaid in full, with accrued interest and all other amounts then due and owing thereon, on the Existing Maturity Date with respect to such Terminating Lender.For purposes of this Section:

Extension of Maturity Date. (a) On any anniversary Borrower may, at its option, extend the term of the Closing Date prior to then outstanding principal amount for a period of three hundred sixty-four (364) days from the Maturity Date, the Borrowers may request to extend the then-applicable original Maturity Date (the “Existing Maturity Date”) for an additional one-year applicable period being, the (an “Extension Period”) ), subject to the date that is one year after satisfaction of the Existing Maturity Date following conditions: (the “Requested Maturity Date”); provided that the Borrowers may extend the Maturity Date for a maximum two (21) such Extension Periods. The Borrowers may make such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) Lead Borrower shall notify (the “Extension of Maturity Date RequestNotice”) to the Administrative Agent not less than 30 days of Borrower’s exercise of such option between sixty (60) and not more than 90 one hundred twenty (120) days prior to any anniversary the original Maturity Date; (2) No Potential Default or Event of the Closing Date, so long as (i) each of the representations and warranties contained in Section 7 and in the other Credit Documents shall be true and correct in all material respects on and Default exists as of the date of such notice and the Extension Notice, as of the commencement original Maturity Date or would result from the extension of the maturity of the Loans for the Extension Period; (3) The Loan to Value Ratio does not exceed 70%, based on a new Appraisal obtained by Administrative Agent not more than sixty (60) days prior to the original Maturity Date, such Appraisal to be at Borrower’s expense and satisfactory to Administrative Agent in all respects; (4) The Pro Forma Debt Service Coverage Ratio as of the original Maturity Date shall be equal to or greater than 1.45:1.00; (5) The Debt Yield as of the original Maturity Date shall not be less than ten percent (10.0%). (6) The expiration date of the relevant Extension Period as if made on and as any Collateral Letters of each date (orCredit, if still outstanding pursuant to the terms of this Agreement or any such representation other Loan Document, shall be extended to a date which is thirty (30) days beyond the end of the Extension Period, or shall otherwise contain evergreen provisions satisfactory to Administrative Agent, in its sole and warranty is expressly stated absolute discretion; (7) Current financial statements regarding Borrower (dated not earlier than ninety (90) days prior to the Extension Notice) and all other financial statements and other information as may be required under this Agreement and the Loan Documents regarding Borrower and the Project shall have been made as submitted promptly to Administrative Agent; (8) In the opinion of Administrative Agent, there shall not have occurred any Material Adverse Effect; (9) Whether or not the extension becomes effective, Borrower shall pay all out-of-pocket costs and expenses incurred by Administrative Agent and the Lenders in connection with the proposed extension (pre- and post-closing), including appraisal fees and legal fees; all such costs and expenses shall be due and payable upon demand, and any failure to pay such amounts shall constitute a specific datedefault under this Agreement and the Loan Documents; (10) Not later than the original Maturity Date, as (i) the extension shall have been documented to the Lenders’ satisfaction and consented to by Borrower, Administrative Agent and all the Lenders, including the execution and delivery by the Guarantor of such specific date) reaffirmations of their respective obligations under the Guaranty and (ii) no Default or Event of Default shall have occurred and be continuing on the date of such notice and as of the commencement date of the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from the Administrative Agent, notify the Borrowers and the Administrative Agent in writing of its election to extend or not to extend the Existing Maturity Date with respect to its Commitment. Any Lender which shall not timely notify the Borrowers and the Administrative Agent of its election to extend the Existing Maturity Date shall be deemed not to have elected to extend the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extension. (b) If and only if (i) one or more Lenders shall have agreed in writing during the 30 day period referred to in Section 2.8(a) to extend the Existing Maturity Date and (ii) the Borrowers shall have submitted to the Administrative Agent, on the commencement date of the relevant Extension Period, a certificate of the Borrowers, substantially in the form of Exhibit 2.8(b) (the “Extension of Maturity Date Certificate”), stating that (x) the representations and warranties made by each Borrower in or pursuant to the Credit Documents are true and correct in all material respects on and as of the date thereof (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (y) no Default or Event of Default by each Borrower has occurred and is continuing, then (A) the Commitments of the Lenders other than Terminating Lenders (the “Continuing Lenders”, each a “Continuing Lender”) shall, subject to the other provisions of this Credit Agreement, be extended to the Requested Maturity Date specified in the Extension of Maturity Date Request from the Borrowers, and as to such Lenders the term “Maturity Date”, as used herein, shall on and after the date as of which the requested extension is effective mean such Requested Maturity Date, provided that if such date is not a Business Day, then such Requested Maturity Date shall be the next succeeding Business Day and (B) the Commitments and L/C Commitment share (if applicable) of the Terminating Lenders shall continue until the Existing Maturity Date and shall then terminate, and as to the Terminating Lenders, the term “Maturity Date”, as used herein, shall continue to mean the Existing Maturity Date. The Administrative Agent shall promptly notify (x) the Lenders of any Extension of Maturity Date Requesthave been provided with an updated title report and judgment and lien searches, (y) the Lenders and the Borrowers of any extension of the Existing Maturity Date pursuant to this Section 2.8 and (z) the Borrowers and the Lenders of any Lender which becomes a Terminating Lender. (c) In the event that the Maturity Date appropriate title insurance endorsements shall have been extended issued as required by Administrative Agent; and (11) Borrower shall pay to Administrative Agent (for the Continuing benefit of the Lenders in accordance with paragraph 2.8(btheir proportionate shares) above and, in connection with such extension, there are Terminating Lenders, on the Borrowers may, at their own expense and in their sole discretion and prior original Maturity Date a non-refundable extension fee equal to one-half percent (0.50%) of an amount equal to the Existing Maturity Date, require any Terminating Lender to transfer and assign its interests, rights and obligations under this Credit Agreement in accordance with Section 4.5 to an Eligible Assignee that shall assume outstanding principal amount at such assigned obligations and that shall agree that its Commitment will expire on the Maturity Date in effect for Continuing Lenders; provided, however, that the Borrowers shall have given written notice to the Administrative Agent in the case of an assignee that is not a Lendertime. Any such Eligible Assignee’s initial Maturity Date extension shall be otherwise subject to all of the Maturity Date in effect for other terms and provisions of this Agreement and the Continuing Lenders at the time of such assignment. The Borrowers shall not be permitted to require a Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 2.8(c) unless the Borrowers have notified such Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date. Any Eligible Assignee which becomes a Lender as a result of such an assignment made pursuant to this Section 2.8(c) shall be deemed to have consented to the applicable Extension of Maturity Date Request and, therefore, shall not be a Terminating Lenderother Loan Documents. (d) Revolving Loans or L/C Obligations owing to any Terminating Lender on the Existing Maturity Date with respect to such Terminating Lender shall be repaid in full, with accrued interest and all other amounts then due and owing thereon, on the Existing Maturity Date with respect to such Terminating Lender.

Extension of Maturity Date. The Borrower may, upon not less than 30 days’ (abut not more than 45 days’) On any notice prior to each anniversary of the Closing Restatement Date prior from and after the second anniversary of the Restatement Date (each such anniversary, “Current Anniversary Date”) to the Maturity DateAdministrative Agent (which shall notify each Lender of receipt of such request), the Borrowers may request propose to extend the then-applicable Maturity Date (the “Existing Maturity Date”) for an additional one-year period (an “Extension Period”) to the date that is one year after the Existing Maturity Date (the “Requested Maturity Date”); provided that the Borrowers may extend measured from the Maturity Date for a maximum two then in effect. Each Lender shall endeavor to respond to such request, whether affirmatively or negatively (2) such Extension Periods. The Borrowers may make such request in a notice given as herein provided and substantially determination to be in the form attached hereto as Exhibit 2.8(a) (the “Extension sole discretion of Maturity Date Request”) such Lender), by notice to the Administrative Agent in writing not less than 30 20 days and (but not more than 90 30 days) prior to the Current Anniversary Date. The Administrative Agent shall, upon not less than 15 days’ notice prior to the Current Anniversary Date, notify the Borrower in writing of the Lenders’ decisions. No Maturity Date of any Lender shall be extended unless (i) by the date 20 days prior to any anniversary the Maturity Date then in effect Banks having at least 50% in aggregate amount of the Closing Date, Commitments in effect at the time any such extension is requested shall have elected so long to extend their Commitments and (ii) the Administrative Agent shall have received a certificate signed by a Designated Officer dated as (i) each of such extension date in form and substance satisfactory to the Administrative Agent stating that the representations and warranties contained in Section 7 Article V and in the other Credit Documents shall be true and correct in all material respects on and as of the date of such notice and as of the commencement date of the relevant Extension Period as if made on and as of each date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (ii) no Default or Event of Default shall have occurred and be continuing on the date of such notice and as of the commencement date of the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from the Administrative Agent, notify the Borrowers and the Administrative Agent in writing of its election to extend or not to extend the Existing Maturity Date with respect to its Commitment. Any Lender which shall not timely notify the Borrowers and the Administrative Agent of its election to extend the Existing Maturity Date shall be deemed not to have elected to extend the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extension. (b) If and only if (i) one or more Lenders shall have agreed in writing during the 30 day period referred to in Section 2.8(a) to extend the Existing Maturity Date and (ii) the Borrowers shall have submitted to the Administrative Agent, on the commencement date of the relevant Extension Period, a certificate of the Borrowers, substantially in the form of Exhibit 2.8(b) (the “Extension of Maturity Date Certificate”), stating that (x) the representations and warranties made by each Borrower in or pursuant to the Credit Loan Documents are true and correct in all material respects on and as of the date thereof (or, if any such representation and warranty is expressly stated to have been made as of a specific date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such specific earlier date, and except that for purposes of this Section 2.12, the representations and warranties contained in Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (yb) of Section 6.01 and the representations and warranties contained in Section 5.06 shall be deemed to refer to the most recent financial statements furnished pursuant to subsection (b) of Section 6.01, and that no Default or Event of Default by each Borrower has occurred and is continuing, then (A) the Commitments of the Lenders other than Terminating Lenders (the “Continuing Lenders”, each a “Continuing Lender”) shall, subject to the other provisions of this Credit Agreement, be extended to the Requested Maturity Date specified in the Extension of Maturity Date Request from the Borrowers, and as to such Lenders the term “Maturity Date”, as used herein, shall on and after the date as of which the requested extension is effective mean such Requested Maturity Date, provided that if such date is not a Business Day, then such Requested Maturity Date shall be the next succeeding Business Day and (B) the Commitments and L/C Commitment share (if applicable) of the Terminating Lenders shall continue until the Existing Maturity Date and shall then terminate, and as to the Terminating Lenders, the term “Maturity Date”, as used herein, shall continue to mean the Existing Maturity Date. The Administrative Agent shall promptly notify (x) the Lenders of any Extension of Maturity Date Request, (y) the Lenders and the Borrowers of any extension of the Existing Maturity Date pursuant to this Section 2.8 and (z) the Borrowers and the Lenders of any Any Lender which becomes a Terminating Lender. (c) In the event that the Maturity Date shall have been extended for the Continuing Lenders in accordance with paragraph 2.8(b) above and, in connection with does not give such extension, there are Terminating Lenders, the Borrowers may, at their own expense and in their sole discretion and prior to the Existing Maturity Date, require any Terminating Lender to transfer and assign its interests, rights and obligations under this Credit Agreement in accordance with Section 4.5 to an Eligible Assignee that shall assume such assigned obligations and that shall agree that its Commitment will expire on the Maturity Date in effect for Continuing Lenders; provided, however, that the Borrowers shall have given written notice to the Administrative Agent in by the case of an assignee that is not a Lender. Any such Eligible Assignee’s initial Maturity Date shall be the Maturity Date in effect for the Continuing Lenders at the time of such assignment. The Borrowers shall not be permitted to require a Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 2.8(c) unless the Borrowers have notified such Lender of their intention to require the assignment thereof at least ten date 20 days prior to the proposed assignment date. Any Eligible Assignee which becomes a Lender as a result of such an assignment made pursuant to this Section 2.8(c) Maturity Date then in effect shall be deemed to have elected not to extend as requested, and the Commitment of each non-extending Lender shall terminate on its Maturity Date determined without giving effect to such requested extension. If any Lender does not consent to a request for an extension of the Maturity Date, or is deemed not to have consented to the applicable Extension of requested extension (each, a “Declining Lender”), and the Maturity Date Request andhas been extended for the other Lender(s) (the “Extending Lenders”), thereforethe Borrower may, prior to the end of the Current Anniversary Date, replace such Declining Lender in accordance with Section 10.13 with one or more Eligible Assignees or increase the Commitment of an Extending Lender, in an amount equal to the amount of the Commitments of the Declining Lenders, provided that, as provided in Section 2.13, the Extending Lenders shall not have the right to increase their Commitments ratably up to the amount of the Declining Lenders’ Commitments before the Borrower will be a Terminating Lenderpermitted to substitute any other financial institution for the Declining Lenders. (d) Revolving Loans or L/C Obligations owing to any Terminating Lender on the Existing Maturity Date with respect to such Terminating Lender shall be repaid in full, with accrued interest and all other amounts then due and owing thereon, on the Existing Maturity Date with respect to such Terminating Lender.

Extension of Maturity Date. (a) On any anniversary of The Borrower may, by notice to the Closing Date Administrative Agent (who shall promptly notify the Lenders) not earlier than 60 days prior to the Maturity Date, the Borrowers may request to extend the then-applicable Maturity Date then in effect hereunder (the “Existing Maturity Date”) for and not later than 30 days prior to the Existing Maturity Date, request an additional one-year period extension of the Maturity Date (an a “Extension PeriodMaturity Date Extension”) for one additional year from the Existing Maturity Date; provided that the Borrower may request (i) only two such extensions during the term of this Agreement and (ii) only one extension during any calendar year. (b) Each Lender, acting in its sole and individual discretion, shall, by notice to the Administrative Agent given not later than the date that is one year after 15 days prior to the Existing Maturity Date (the “Requested Maturity Notice Date”), advise the Administrative Agent whether or not such Lender agrees to such Maturity Date Extension and the application thereof to its Committed Amount (and each Lender that determines not to so extend its Committed Amount (a “Non-Extending Lender”) shall notify the Administrative Agent of such fact promptly after such determination (but in any event no later than the Notice Date)); provided that the Borrowers may extend the Maturity Date for a maximum two (2) such Extension Periods. The Borrowers may make such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) to any Lender that does not so advise the Administrative Agent not less than 30 days and not more than 90 days prior to any anniversary of on or before the Closing Date, so long as (i) each of the representations and warranties contained in Section 7 and in the other Credit Documents shall be true and correct in all material respects on and as of the date of such notice and as of the commencement date of the relevant Extension Period as if made on and as of each date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (ii) no Default or Event of Default shall have occurred and be continuing on the date of such notice and as of the commencement date of the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from the Administrative Agent, notify the Borrowers and the Administrative Agent in writing of its election to extend or not to extend the Existing Maturity Date with respect to its Commitment. Any Lender which shall not timely notify the Borrowers and the Administrative Agent of its election to extend the Existing Maturity Notice Date shall be deemed not to have elected to extend the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as be a “Terminating Non-Extending Lender” and all such Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested such extension shall not obligate any other Lender to agree to such requested extensionso agree. (bc) The Administrative Agent shall notify the Borrower of each Lender’s determination under this Section 2.21 no later than the day after the Notice Date (or, if such date is not a Business Day, on the next following Business Day). (d) The Borrower shall have the right to replace each Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more institutions (each, an “Additional Commitment Lender”) as provided in Section 2.19(b); provided that each of such Additional Commitment Lenders shall enter into an Assignment and Assumption pursuant to which such Additional Commitment Lender shall, effective as of the Existing Maturity Date, undertake a Committed Amount (and, if any such Additional Commitment Lender is already a Lender, such Committed Amount shall be in addition to such Lender’s existing Committed Amount hereunder on such date). (e) If (and only if if) the total of (i) one or more the Committed Amounts of the Lenders shall that have agreed in writing during the 30 day period referred to in Section 2.8(a) to extend the Existing such Maturity Date Extension and the application thereof to their Committed Amounts (each, an “Extending Lender”) and (ii) the Borrowers additional Committed Amounts of the Additional Commitment Lenders shall have submitted be greater than 50% of the aggregate amount of the Committed Amounts in effect immediately prior to the Notice Date, then, effective as of the Existing Maturity Date, the Maturity Date of the Committed Amounts of each Extending Lender and of each Additional Commitment Lender shall be extended to the date falling one year after the Existing Maturity Date (except that, if such date is not a Business Day, such Maturity Date as so extended shall be the next preceding Business Day) and each Additional Commitment Lender shall thereupon become a “Lender” for all purposes of this Agreement. (f) Notwithstanding the foregoing, each Maturity Date Extension shall not be effective unless: (i) Section 2.21(e) is satisfied; (ii) the Borrower shall deliver to the Administrative Agent, on the commencement date of the relevant Extension Period, Agent a certificate of the Borrowers, substantially in Borrower dated as of the form effective date of Exhibit 2.8(b) (the “Extension of such Maturity Date Certificate”)Extension, stating that signed by a Responsible Officer of the Borrower, (xA) certifying and attaching the resolutions adopted by the General Partner on behalf of the Borrower approving or consenting to such Maturity Date Extension and (B) certifying that, before and after giving effect to such Maturity Date Extension, (1) the representations and warranties made by each Borrower contained in or pursuant to Article III and the Credit other Loan Documents are true and correct in all material respects on and as of such date (except to the date thereof (orextent such representations and warranties are already qualified as to materiality, if any in which case such representation representations and warranty is expressly warranties shall be accurate and complete in all respects), except to the extent that such representations and warranties are stated to have been made as of relate to a specific earlier date, in which case they are true and correct in all material respects as of such specific dateearlier date (except to the extent such representations and warranties are already qualified as to materiality, in which case such representations and warranties shall be accurate and complete in all respects), and except that for purposes of this Section 2.21, the representations and warranties contained in subsections (a) and (yb) of Section 3.04 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 5.01, (2) since the date of the most recent annual financial statements delivered pursuant to Section 5.01(a), there has been no event, circumstance or occurrence that has had or could reasonably be expected to have a Material Adverse Effect, and (3) no Default or Event of Default by each Borrower has shall have occurred and is be continuing, then ; (Aiii) the Commitments of the Lenders other than Terminating Lenders (the “Continuing Lenders”, each a “Continuing Lender”) shall, subject Borrower shall deliver or cause to be delivered to the Administrative Agent any legal opinions or other provisions of this Credit Agreement, be extended to documents reasonably requested by the Requested Administrative Agent in connection with such Maturity Date specified in the Extension of Maturity Date Request from the BorrowersExtension; (iv) with respect to each Non-Extending Lender, and as to such Lenders the term “Maturity Date”, as used herein, shall on and after the date as of which the requested extension is effective mean such Requested Maturity Date, provided that if such date is not a Business Day, then such Requested Maturity Date shall be the next succeeding Business Day and (B) the Commitments and L/C Commitment share (if applicable) of the Terminating Lenders shall continue until the Existing Maturity Date and shall then terminate, and as to the Terminating Lenders, the term “Maturity Date”, as used herein, shall continue to mean the Existing Maturity Date. The Administrative Agent , the Borrower shall promptly notify prepay (xprovided that any such prepayment shall be subject to Section 2.16) the Lenders of any Extension of Maturity Date Request, (y) the Lenders all Secured Obligations owing to such Non-Extending Lender and the Borrowers of Committed Amounts shall be reduced by an amount equal to such Non-Extending Lender’s Committed Amount (except as provided in Section 2.21(d)); (v) on the Existing Maturity Date, the Borrower shall prepay (provided that any such prepayment shall be subject to Section 2.16) one or more existing Loans in an amount necessary such that, after giving effect to the extension of the Existing Maturity Date pursuant to this Section 2.8 and Date, each Lender will hold its pro rata share (zbased on its share of the revised Committed Amounts) the Borrowers and the Lenders of any Lender which becomes a Terminating Lender.outstanding Loans; and (cvi) In the event that the Maturity Date shall have been extended for the Continuing Lenders in accordance with paragraph 2.8(b) above and, in connection with such extension, there are Terminating Lenders, the Borrowers may, at their own expense and in their sole discretion and prior to on the Existing Maturity Date, require the Borrower shall prepay (provided that any Terminating Lender such prepayment shall be subject to transfer and assign its interestsSection 2.16) one or more existing Loans or cash collateralize Letters of Credit in an amount necessary such that, rights and obligations under this Credit Agreement in accordance with Section 4.5 to an Eligible Assignee that shall assume such assigned obligations and that shall agree that its Commitment will expire on the Maturity Date in after giving effect for Continuing Lenders; provided, however, that the Borrowers shall have given written notice to the Administrative Agent in extension of the case Existing Maturity Date, the aggregate amount of an assignee that is not a Lender. Any such Eligible Assignee’s initial Maturity Date shall be LC Exposure outstanding plus the Maturity Date in effect for the Continuing Lenders at the time of such assignment. The Borrowers Loans outstanding shall not be permitted to require a Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 2.8(c) unless exceed the Borrowers have notified such Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date. Any Eligible Assignee which becomes a Lender as a result of such an assignment made pursuant to this Section 2.8(c) shall be deemed to have consented to the applicable Extension of Maturity Date Request and, therefore, shall not be a Terminating Lenderaggregate Committed Amounts. (dg) Revolving Loans or L/C Obligations owing This Section 2.21 shall supersede any provisions in Section 2.18(c) to any Terminating Lender on the Existing Maturity Date with respect to such Terminating Lender shall be repaid in full, with accrued interest and all other amounts then due and owing thereon, on the Existing Maturity Date with respect to such Terminating Lendercontrary.

Extension of Maturity Date. By notice to the Administrative Agent not earlier than twelve (a12) On any anniversary months nor later than three (3) months before the Maturity Date specified in clause (i) of the Closing Date prior to the definition of "Maturity Date, the Borrowers may request to extend the then-applicable Maturity Date " (the “Existing "Original Maturity Date”) for an additional one-year period (an “Extension Period”) to the date that is one year after the Existing Maturity Date (the “Requested Maturity Date”"); provided that , the Borrowers may extend the Maturity Date for a maximum two (2) such Extension Periods. The Borrowers may make such request in a notice given as herein provided and substantially in to the form attached hereto as Exhibit 2.8(a) date one year after the Original Maturity Date (the “Extension of "Extended Maturity Date Request”Date"); provided that (i) the Borrowers shall have paid to the Administrative Agent not less than 30 days and not more than 90 days prior to any anniversary for the account of the Closing Lenders on or before on the Original Maturity Date a nonrefundable extension fee in an amount equal to 0.15% of the aggregate amount of the Commitments in effect on the Original Maturity Date, so long as whether used or unused, and (iii) each the following conditions shall be satisfied: (a) Each of the representations and warranties contained made by any Loan Party in Section 7 and in or pursuant to the other Credit Loan Documents shall be true and correct in all material respects on and as of the date of such notice and as of the commencement date of the relevant Extension Period Original Maturity Date as if made on and as of each such date (or, if any such representation except for representations and warranty is warranties expressly stated to have been made as of relate to a specific earlier date, in which case such representations and warranties were true and correct in all material respects as of such specific earlier date. (i) and (ii) no No Default or Event of Default shall have occurred and be continuing on the date of such notice or as of the Original Maturity Date, and (ii) Kimco would be in compliance with each financial covenant set forth in paragraphs (a) through (g) of Section 7.1 if the ratio or amount referred to therein were to be calculated as of the Original Maturity Date (provided that for the purposes of determining such compliance, Gross Asset Value and Value of Unencumbered Properties shall be determined for the most recent Test Period as to which a compliance certificate has been delivered pursuant to Section 6.2(b)). The request for an extension under this Section 10.9 shall constitute a representation and warranty by the Borrowers as of the date of such request and as of the commencement date of the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from the Administrative Agent, notify the Borrowers and the Administrative Agent in writing of its election to extend or not to extend the Existing Original Maturity Date with respect to its Commitment. Any Lender which shall not timely notify that the Borrowers conditions contained in this Section 10.9 have been satisfied, and the Administrative Agent of its election to extend the Existing Maturity Date shall be deemed not to have elected to extend the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extension. (b) If and only if (i) one or more Lenders shall have agreed in writing during the 30 day period referred to in Section 2.8(a) to extend the Existing Maturity Date and (ii) the Borrowers shall have submitted to the Administrative Agent, on the commencement date of the relevant Extension Period, accompanied by a certificate of the Borrowers, substantially in the form of Exhibit 2.8(b) (the “Extension of Maturity Date Certificate”), stating that (x) the representations and warranties made by each Borrower in or pursuant to the Credit Documents are true and correct in all material respects on and as of the date thereof (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (y) no Default or Event of Default by each Borrower has occurred and is continuing, then (A) the Commitments of the Lenders other than Terminating Lenders (the “Continuing Lenders”, each a “Continuing Lender”) shall, subject to the other provisions of this Credit Agreement, be extended to the Requested Maturity Date specified in the Extension of Maturity Date Request from the Borrowers, and as Responsible Officer to such Lenders the term “Maturity Date”, as used herein, shall on and after the date as of which the requested extension is effective mean such Requested Maturity Date, provided that if such date is not a Business Day, then such Requested Maturity Date shall be the next succeeding Business Day and (B) the Commitments and L/C Commitment share (if applicable) of the Terminating Lenders shall continue until the Existing Maturity Date and shall then terminate, and as to the Terminating Lenders, the term “Maturity Date”, as used herein, shall continue to mean the Existing Maturity Dateeffect. The Administrative Agent shall promptly notify (x) the Lenders of any Extension of Maturity Date Request, (y) the Lenders and the Borrowers of any extension of the Existing Maturity Date pursuant to this Section 2.8 and (z) the Borrowers and the Lenders of any Lender which becomes a Terminating Lender. (c) In the event that the Maturity Date shall have been extended for the Continuing Lenders in accordance with paragraph 2.8(b) above and, in connection with such extension, there are Terminating Lenders, the Borrowers may, at their own expense and in their sole discretion and prior to the Existing Maturity Date, require any Terminating Lender to transfer and assign its interests, rights and obligations under this Credit Agreement in accordance with Section 4.5 to an Eligible Assignee that shall assume such assigned obligations and that shall agree that its Commitment will expire on the Maturity Date in effect for Continuing Lenders; provided, however, that the Borrowers shall have given written notice to the Administrative Agent in the case of an assignee that is not a Lender. Any such Eligible Assignee’s initial Maturity Date shall be the Maturity Date in effect for the Continuing Lenders at the time of such assignment. The Borrowers shall not be permitted to require a Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 2.8(c) unless the Borrowers have notified such Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date. Any Eligible Assignee which becomes a Lender as a result of such an assignment made pursuant to this Section 2.8(c) shall be deemed to have consented to the applicable Extension of Maturity Date Request and, therefore, shall not be a Terminating Lender. (d) Revolving Loans or L/C Obligations owing to any Terminating Lender on the Existing Maturity Date with respect to such Terminating Lender shall be repaid in full, with accrued interest and all other amounts then due and owing thereon, on the Existing Maturity Date with respect to such Terminating Lender.

Extension of Maturity Date. (a) On any anniversary of the Closing Date prior By notice to the Administrative Agent not earlier than 90 days nor later than 30 days before the Original Maturity Date, the Borrowers Borrower may request to extend the then-applicable Maturity Date (the “Existing Maturity Date”) for an additional one-year period (an “Extension Period”) to the date that is one year after the Existing Original Maturity Date (the “Requested "Extended Maturity Date”"); provided that (a) the Borrowers may extend the Maturity Date for a maximum two (2) such Extension Periods. The Borrowers may make such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) Borrower shall have paid to the Administrative Agent not less than 30 days and not more than 90 days prior to any anniversary for the account of the Closing Lenders on the Original Maturity Date a nonrefundable extension fee in an amount equal to 0.20% (20 basis points) of the aggregate outstanding principal amount of the Loans as of the Original Maturity Date, so long as and (b) the following conditions shall be satisfied: (i) each Each of the representations and warranties contained made by the Loan Parties in Section 7 and in or pursuant to the other Credit Loan Documents shall be true and correct in all material respects on and as of the date of such notice and as of the commencement date of the relevant Extension Period Original Maturity Date as if made on and as of each such date (or, if any such representation except for representations and warranty is warranties expressly stated to have been made as of relate to a specific earlier date, in which case such representations and warranties were true and correct in all material respects as of such specific earlier date) and ; (ii) no (A) No Default or Event of Default shall have occurred and be continuing on the date of such notice or as of the Original Maturity Date, and (B) Kimco would be in compliance with each financial covenant set forth in paragraphs (a) through (f) of Section 8.1 if the ratio or amount referred to therein were to be calculated as of the Original Maturity Date (provided that for the purposes of determining such compliance, Gross Asset Value shall be determined for the most recent Test Period as to which a compliance certificate has been delivered pursuant to Section 6.2(a)); and (iii) The Borrower shall have prepaid the Loans in an aggregate amount since the Borrowing Date of at least an amount equal to the lesser of (A) $165,000,000 and (B) if the aggregate principal amount of the Loans on the Borrowing Date (the "Initial Loan Amount") is less than $650,000,000, the product of the Initial Loan Amount times 0.25. The request for an extension under this Section 12.8 shall constitute a representation and warranty by the Borrower as of the date of such request and as of the commencement date of the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from the Administrative Agent, notify the Borrowers and the Administrative Agent in writing of its election to extend or not to extend the Existing Original Maturity Date with respect to its Commitment. Any Lender which shall not timely notify that the Borrowers conditions contained in this Section 12.8 have been satisfied, and the Administrative Agent of its election to extend the Existing Maturity Date shall be deemed not to have elected to extend the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extension. (b) If and only if (i) one or more Lenders shall have agreed in writing during the 30 day period referred to in Section 2.8(a) to extend the Existing Maturity Date and (ii) the Borrowers shall have submitted to the Administrative Agent, on the commencement date of the relevant Extension Period, accompanied by a certificate of the Borrowers, substantially in the form of Exhibit 2.8(b) (the “Extension of Maturity Date Certificate”), stating that (x) the representations and warranties made by each Borrower in or pursuant to the Credit Documents are true and correct in all material respects on and as a Responsible Officer of the date thereof (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (y) no Default or Event of Default by each Borrower has occurred and is continuing, then (A) the Commitments of the Lenders other than Terminating Lenders (the “Continuing Lenders”, each a “Continuing Lender”) shall, subject to the other provisions of this Credit Agreement, be extended to the Requested Maturity Date specified in the Extension of Maturity Date Request from the Borrowers, and as to such Lenders the term “Maturity Date”, as used herein, shall on and after the date as of which the requested extension is effective mean such Requested Maturity Date, provided that if such date is not a Business Day, then such Requested Maturity Date shall be the next succeeding Business Day and (B) the Commitments and L/C Commitment share (if applicable) of the Terminating Lenders shall continue until the Existing Maturity Date and shall then terminate, and as to the Terminating Lenders, the term “Maturity Date”, as used herein, shall continue to mean the Existing Maturity Dateeffect. The Administrative Agent shall promptly notify (x) the Lenders of any Extension of Maturity Date Request, (y) the Lenders and the Borrowers of any extension of the Existing Maturity Date pursuant to this Section 2.8 and (z) the Borrowers and the Lenders of any Lender which becomes a Terminating Lender. (c) In the event that the Maturity Date shall have been extended for the Continuing Lenders in accordance with paragraph 2.8(b) above and, in connection with such extension, there are Terminating Lenders, the Borrowers may, at their own expense and in their sole discretion and prior to the Existing Maturity Date, require any Terminating Lender to transfer and assign its interests, rights and obligations under this Credit Agreement in accordance with Section 4.5 to an Eligible Assignee that shall assume such assigned obligations and that shall agree that its Commitment will expire on the Maturity Date in effect for Continuing Lenders; provided, however, that the Borrowers shall have given written notice to the Administrative Agent in the case of an assignee that is not a Lender. Any such Eligible Assignee’s initial Maturity Date shall be the Maturity Date in effect for the Continuing Lenders at the time of such assignment. The Borrowers shall not be permitted to require a Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 2.8(c) unless the Borrowers have notified such Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date. Any Eligible Assignee which becomes a Lender as a result of such an assignment made pursuant to this Section 2.8(c) shall be deemed to have consented to the applicable Extension of Maturity Date Request and, therefore, shall not be a Terminating Lender. (d) Revolving Loans or L/C Obligations owing to any Terminating Lender on the Existing Maturity Date with respect to such Terminating Lender shall be repaid in full, with accrued interest and all other amounts then due and owing thereon, on the Existing Maturity Date with respect to such Terminating Lender.

Extension of Maturity Date. (a) On any anniversary of the Closing Date prior to the Maturity Date, the Borrowers may request to extend the then-applicable Maturity Date (the “Existing Maturity Date”) for an additional one-year period (an “Extension Period”) to the date Provided that is one year after the Existing Maturity Date (the “Requested Maturity Date”); provided that the Borrowers may extend the Maturity Date for a maximum two (2) such Extension Periods. The Borrowers may make such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) to the Administrative Agent not less than 30 days and not more than 90 days prior to any anniversary of the Closing Date, so long as (i) each of the representations and warranties contained in Section 7 and in the other Credit Documents shall be true and correct in all material respects on and as of the date of such notice and as of the commencement date of the relevant Extension Period as if made on and as of each date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (ii) no Default or Event of Default shall have occurred exists as of the date of the request, the Borrower may, by irrevocable written notice ("Request") to the Administrative Agent and be continuing on each Lender delivered no earlier than 60 days and no later than 30 days before the then-applicable Maturity Date, request the Lenders to extend the Maturity Date to the date that is 364 days after the then-current Maturity Date. Each Lender shall, no later than 20 days after the date of such Request, give written notice and as of to the commencement date of Administrative Agent stating whether such Lender agrees to extend the relevant Extension Period. Each LenderMaturity Date, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from the Administrative Agent, notify the Borrowers and . If the Administrative Agent in writing receives such agreement by such date from each of its election to extend or not to extend the Existing Maturity Date with respect to its Commitment. Any Lender which shall not timely notify the Borrowers and the Administrative Agent of its election to extend the Existing Maturity Date shall be deemed not to have elected to extend the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extension. (b) If and only if (i) one or more Lenders shall have agreed in writing during the 30 day period referred to in Section 2.8(a) to extend the Existing Maturity Date and (ii) the Borrowers shall have submitted to the Administrative Agent, on the commencement date of the relevant Extension Period, a certificate of the Borrowers, substantially in the form of Exhibit 2.8(b) (the “Extension of Maturity Date Certificate”), stating that (x) the representations and warranties made by each Borrower in or pursuant to the Credit Documents are true and correct in all material respects on and as of the date thereof (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (y) provided there exists no Default or Event of Default by each Borrower has occurred and is continuing, then (A) on the Commitments of the Lenders other than Terminating Lenders (the “Continuing Lenders”, each a “Continuing Lender”) shall, subject to the other provisions of this Credit Agreement, be extended to the Requested Maturity Date specified in the Extension of Maturity Date Request from the Borrowers, and as to such Lenders the term “Maturity Date”, as used herein, shall on and after the date as of which the requested extension is effective mean such Requested then-current Maturity Date, provided that if such date is not a Business Day, then such Requested the Maturity Date shall be extended for 364 days and the next succeeding Business Day Administrative Agent shall promptly notify the Lenders and (B) the Commitments and L/C Commitment share (if applicable) Borrower of such extension. If any Lender fails to respond to the Request within the time specified above, it shall be deemed to have declined the Request. If less than all the Lenders shall agree to such extension, the extension contemplated in this Section may nonetheless occur with respect to the consenting Lenders, provided that any such extension shall be conditioned upon an agreement to such extension by Lenders with at least 75% of the Terminating Lenders shall continue until the Existing Maturity Date and shall then terminate, and as to the Terminating Lenders, the term “Maturity Date”, as used herein, shall continue to mean the Existing Maturity Dateaggregate Commitments. The Administrative Agent shall promptly notify (x) the Borrower and each of the Lenders of any Extension of as to which Lenders have agreed to such extension and as to the new Maturity Date Requestas a result thereof, (y) or that such extension shall not occur, as the Lenders and the Borrowers of any extension of the Existing Maturity Date pursuant to this Section 2.8 and (z) the Borrowers and the Lenders of any Lender which becomes a Terminating Lender. (c) case may be. In the event that the Maturity Date shall have been is extended for by some but not all of the Continuing Lenders in accordance with paragraph 2.8(b) above and, in connection with such extension, there are Terminating Lenders, the Borrowers may, at their own expense and in their sole discretion and prior to the Existing Maturity Date, require any Terminating Lender to transfer and assign its interests, rights and obligations under this Credit Agreement in accordance with Section 4.5 to an Eligible Assignee that shall assume such assigned obligations and that shall agree that its Commitment will expire on the existing Maturity Date in effect for any Lender not extending (each a "Non-Continuing Lenders; providedLender"), however, that the Borrowers Borrower shall have given written notice to the Administrative Agent in the case of an assignee that is not a Lender. Any such Eligible Assignee’s initial Maturity Date shall be the Maturity Date in effect for the Continuing Lenders at the time repay all Loans of such assignment. The Borrowers Non-Continuing Lender, together with all accrued and unpaid interest thereon, and all fees and other amounts (including amounts arising under Section 3.05(a)) owing to such Non-Continuing Lender, and upon such payment each such Non-Continuing Lender shall not be permitted cease to require constitute a Lender to assign any part of its interestshereunder, rights and obligations under this Credit Agreement pursuant to this Section 2.8(c) unless the Borrowers have notified such Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date. Any Eligible Assignee which becomes a Lender as a result of such an assignment made pursuant to this Section 2.8(c) shall be deemed to have consented to the applicable Extension of Maturity Date Request and, therefore, shall not be a Terminating Lender. (d) Revolving Loans or L/C Obligations owing to any Terminating Lender on the Existing Maturity Date except with respect to such Terminating Lender the indemnification provisions of this Agreement, which shall be repaid in full, with accrued interest and all other amounts then due and owing thereon, on the Existing Maturity Date with respect survive as to such Terminating Non-Continuing Lender.

Extension of Maturity Date. (a) On any anniversary The Borrower may request, not more than twice during the term of the Closing Date prior this Agreement, from time to time, by written notice to the Maturity DateAgents, that the Borrowers may request to Lenders (in their capacities as such and, as applicable, in their capacities as L/C Issuers and Swing Line Lender) extend the then-applicable Maturity Date for an additional one-year from the Maturity Date then in effect hereunder (the “Existing Maturity Date”), which request shall indicate the date by which each Lender shall respond to such request (which shall not be earlier than 30 days after the date the Agents are notified of such request unless otherwise agreed by the Agents in their sole discretion) for an additional one-year period (an such date, the “Notice Date”) and the date on which such extension shall be effective (which shall not be earlier than 35 days after the Agents are notified of such request, unless otherwise agreed by the Agents in their sole discretion) (such date, the “Extension Period”) to the date that is one year after the Existing Maturity Date (the “Requested Maturity Effective Date”); provided that the Borrowers may extend the Maturity Date for a maximum two . (2b) Each Lender (in its capacity as such Extension Periods. The Borrowers may make such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) to the Administrative Agent not less than 30 days and not more than 90 days prior to any anniversary of the Closing Date, so long as (i) each of the representations and warranties contained in Section 7 and in the other Credit Documents shall be true its capacity as L/C Issuer and correct in all material respects on and as of the date of such notice and as of the commencement date of the relevant Extension Period as if made on and as of each date (orSwing Line Lender, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (ii) no Default or Event of Default shall have occurred and be continuing on the date of such notice and as of the commencement date of the relevant Extension Period. Each Lenderapplicable), acting in its sole and individual discretion, shall, by notice to the Agents given on or prior to the Notice Date, advise the Agents whether or not later than a date 30 days after its receipt of any such notice from the Administrative Agent, Lender agrees to such extension. Each Lender that has failed to notify the Borrowers and Agents as to whether it has agreed to a requested extension on or before the Administrative Agent in writing of its election to extend or not to extend the Existing Maturity Date with respect to its Commitment. Any Lender which shall not timely notify the Borrowers and the Administrative Agent of its election to extend the Existing Maturity Notice Date shall be deemed not to have elected declined to extend the Existing its Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as each such Lender, a “Terminating Non-Extending Lender” and together with all such LendersLenders that have declined to extend their Maturity Date, collectively, the “Terminating Non-Extending Lenders”). The election of any Lender to agree to a requested such extension shall not obligate any other Lender to agree so agree, it being agreed that no Lender shall have any obligation to such requested extensionextend its Maturity Date. (bc) If The Agents shall notify the Borrower of each Lender’s determination under this Section 2.16 promptly and, in any event, no later than three Business Days after the Notice Date. (d) The Borrower shall have the right to replace each Non-Extending Lender with, and only if (i) add as “Lenders” under this Agreement in place thereof, one or more Lenders shall Eligible Assignees who have agreed to the applicable extension request (each, an “Additional Commitment Lender”) in writing during the 30 day period referred to same manner as set forth for replacement of Lenders as set forth in Section 2.8(a11.13. (e) If (and only if) the total of the Commitments and Term Loans of the Lenders that have agreed so to extend the Maturity Date (each, an “Extending Lender”) and the additional Commitments of the Additional Commitment Lenders that have become Lenders pursuant to Section 11.13 shall be more than 50% of the Total Facility Amount then in effect, the Maturity Date shall be extended on the Extension Effective Date to the date one year after the Existing Maturity Date and (ii) the Borrowers shall have submitted to the Administrative Agentexcept that, on the commencement date of the relevant Extension Period, a certificate of the Borrowers, substantially in the form of Exhibit 2.8(b) (the “Extension of Maturity Date Certificate”), stating that (x) the representations and warranties made by each Borrower in or pursuant to the Credit Documents are true and correct in all material respects on and as of the date thereof (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (y) no Default or Event of Default by each Borrower has occurred and is continuing, then (A) the Commitments of the Lenders other than Terminating Lenders (the “Continuing Lenders”, each a “Continuing Lender”) shall, subject to the other provisions of this Credit Agreement, be extended to the Requested Maturity Date specified in the Extension of Maturity Date Request from the Borrowers, and as to such Lenders the term “Maturity Date”, as used herein, shall on and after the date as of which the requested extension is effective mean such Requested Maturity Date, provided that if such date is not a Business Day, then such Requested Maturity Date as so extended shall be the next succeeding immediately preceding Business Day Day); provided that in no event shall the term of this Agreement in effect at any one time exceed five years; provided further that the Maturity Date as applicable to Non-Extending Lenders shall not be so extended. (f) As a condition precedent to any such extension, the Borrower shall deliver to the Agents a certificate dated as of the Extension Effective Date signed by a Responsible Officer of the Borrower (i) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such extension, and (ii) certifying that, before and after giving effect to such extension, (A) the representations and warranties of the Borrower contained in Article V or any other Loan Document shall be true and correct in all material respects (except to the extent already qualified by materiality which such representations and warranties shall be true and correct in all respects) on and as of the date of the Extension Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (except to the extent already qualified by materiality which such representations and warranties shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.16, the representations and warranties contained in Section 5.04(a) shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.04, and (B) no Default or Event of Default exists. (g) The Maturity Date of the Commitments Non-Extending Lenders (in their capacity as such and in their capacities as L/C Commitment share (if applicableIssuers or Swing Line Lender) of the Terminating Lenders shall continue until the Existing Maturity Date and shall then terminate, and as to the Terminating Lenders, the term “Maturity Date”, as used herein, shall continue to mean the Existing Maturity Date. The Administrative Agent shall promptly notify (x) the Lenders of any Extension of Maturity Date Request, (y) the Lenders remain unchanged and the Borrowers of any extension shall repay all Loans of the Existing Maturity Date pursuant to this Section 2.8 and (z) the Borrowers and the Non-Extending Lenders of any Lender which becomes a Terminating Lender. (c) In the event that the Maturity Date shall have been extended for the Continuing Lenders in accordance with paragraph 2.8(b) above and, in connection with such extension, there are Terminating Lenders, the Borrowers may, at their own expense and in their sole discretion and prior to outstanding on the Existing Maturity Date, require together with any Terminating Lender accrued interest, fees or other amounts owing to transfer and assign its interestssuch Lenders hereunder. For the avoidance of doubt, rights and obligations under this Credit Agreement in accordance with Section 4.5 to an Eligible Assignee that shall assume such assigned obligations and that shall agree that its Commitment will expire on the Maturity L/C Expiration Date in effect for Continuing Lenders; provided, however, that the Borrowers shall have given written notice to the Administrative Agent in the case of an assignee any L/C Issuer that is not a Lender. Any such Eligible Assignee’s initial Maturity Date Non-Extending Lender shall be the Maturity Date in effect for the Continuing Lenders at the time of such assignment. The Borrowers shall not be permitted to require a Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 2.8(c) unless the Borrowers have notified such Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date. Any Eligible Assignee which becomes a Lender as a result of such an assignment made pursuant to this Section 2.8(c) shall be deemed to have consented to the applicable Extension of Maturity Date Request and, therefore, shall not be a Terminating Lenderalso remain unchanged. (dh) Revolving Loans In connection with any extension of the Maturity Date, the Borrower, the Agents and each Extending Lender may make such amendments to this Agreement as the Agents determine to be reasonably necessary to evidence the extension. This Section 2.16 shall supersede any provisions in Section 2.14 or L/C Obligations owing 11.01 to any Terminating Lender on the Existing Maturity Date with respect to such Terminating Lender shall be repaid in full, with accrued interest and all other amounts then due and owing thereon, on the Existing Maturity Date with respect to such Terminating Lendercontrary.

Extension of Maturity Date. The Borrower shall have the option, exercisable up to 2 (atwo) On any anniversary of times, to request that the Closing Administrative Agent and the Lenders agree to extend the Revolving Credit Facility Maturity Date or the Initial Term Facility Maturity Date, as applicable, by one (1) year. The Borrower may exercise such right only by executing and delivering to the Administrative Agent at least thirty (30) days but not more than one hundred eighty (180) days prior to the current Revolving Credit Facility Maturity Date or Initial Term Facility Maturity Date, the Borrowers may as applicable, a written request to extend the then-applicable Maturity Date (the “Existing Maturity Date”) for an additional one-year period such extension (an “Extension PeriodRequest”) ), which may be revoked by Borrower prior to the date that is one year after the Existing such current Revolving Credit Facility Maturity Date (the “Requested or Initial Term Facility Maturity Date”); provided that the Borrowers may extend the Maturity Date for a maximum two (2) such Extension Periods, as applicable. The Borrowers may make such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) Borrower shall pay to the Administrative Agent not less than 30 days and not more than 90 days each Lender within five (5) Business Days after receipt of written demand any and all reasonable and actual out-of-pocket costs incurred by the Administrative Agent and such Lender in connection with any such revoked Extension Request. The Administrative Agent shall notify the Lenders if it receives an Extension Request promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Revolving Credit Facility Maturity Date or Initial Term Facility Maturity Date, as applicable, shall be extended for one year effective upon receipt by the Administrative Agent of the Extension Request and payment of the fee referred to in the following clause (z): (x) immediately prior to any anniversary such extension and immediately after giving effect thereto, (A) no Default or Event of Default shall exist at the time of such Extension Request is delivered by Borrower and as of the Closing Date, so long as effectiveness of any such extension and (iB) each of the representations and warranties contained in Section 7 made or deemed made by the Borrower and each other Loan Party in the other Credit Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such notice extension with the same force and as of the commencement date of the relevant Extension Period effect as if made on and as of each such date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (ii) no Default or Event of Default shall have occurred and be continuing on the date of such notice and as of the commencement date of the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from the Administrative Agent, notify the Borrowers and the Administrative Agent in writing of its election to extend or not to extend the Existing Maturity Date with respect to its Commitment. Any Lender which shall not timely notify the Borrowers and the Administrative Agent of its election to extend the Existing Maturity Date shall be deemed not to have elected to extend the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extension. (b) If and only if (i) one or more Lenders shall have agreed in writing during the 30 day period referred to in Section 2.8(a) to extend the Existing Maturity Date and (ii) the Borrowers shall have submitted except to the Administrative Agent, on the commencement date of the relevant Extension Period, a certificate of the Borrowers, substantially in the form of Exhibit 2.8(b) (the “Extension of Maturity Date Certificate”), stating extent that (x) the such representations and warranties made by each Borrower expressly relate solely to an earlier date (in or pursuant to the Credit Documents are which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date thereof (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific earlier date) and (y) no Default or Event of Default by each Borrower has occurred and is continuing, then (A) except for changes in factual circumstances not prohibited under the Commitments of the Lenders other than Terminating Lenders (the “Continuing Lenders”, each a “Continuing Lender”) shall, subject to the other provisions of this Credit Agreement, be extended to the Requested Maturity Date specified in the Extension of Maturity Date Request from the Borrowers, and as to such Lenders the term “Maturity Date”, as used herein, shall on and after the date as of which the requested extension is effective mean such Requested Maturity Date, provided that if such date is not a Business Day, then such Requested Maturity Date shall be the next succeeding Business Day and (B) the Commitments and L/C Commitment share (if applicable) of the Terminating Lenders shall continue until the Existing Maturity Date and shall then terminate, and as to the Terminating Lenders, the term “Maturity Date”, as used herein, shall continue to mean the Existing Maturity Date. The Administrative Agent shall promptly notify (x) the Lenders of any Extension of Maturity Date RequestLoan Documents, (y) the Lenders and Borrower shall have delivered to the Borrowers of Administrative Agent (A) if there have been any extension changes to the information provided in the Beneficial Ownership Certification since the last delivery thereof to the Administrative Agent, an updated Beneficial Ownership Certification on behalf of the Existing Maturity Date pursuant Borrower, and (B) an affirmation and consent, in form and substance reasonably acceptable to this Section 2.8 Administrative Agent, executed by each Guarantor, and (z) the Borrowers and Borrower shall have paid the Lenders Fees payable under Section 2.12(c). At any time prior to the effectiveness of any Lender which becomes a Terminating Lender. (c) In the event that the Maturity Date shall have been extended for the Continuing Lenders in accordance with paragraph 2.8(b) above and, in connection with such extension, there are Terminating Lendersupon the Administrative Agent’s request, the Borrowers may, at their own expense and in their sole discretion and prior to the Existing Maturity Date, require any Terminating Lender to transfer and assign its interests, rights and obligations under this Credit Agreement in accordance with Section 4.5 to an Eligible Assignee that Borrower shall assume such assigned obligations and that shall agree that its Commitment will expire on the Maturity Date in effect for Continuing Lenders; provided, however, that the Borrowers shall have given written notice deliver to the Administrative Agent a certificate from the chief executive officer or chief financial officer certifying the matters referred to in the case of an assignee that is not a Lender. Any such Eligible Assignee’s initial Maturity Date shall be the Maturity Date in effect for the Continuing Lenders at the time of such assignment. The Borrowers shall not be permitted to require a Lender to assign any part of its interests, rights immediately preceding clauses (x)(A) and obligations under this Credit Agreement pursuant to this Section 2.8(c) unless the Borrowers have notified such Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date. Any Eligible Assignee which becomes a Lender as a result of such an assignment made pursuant to this Section 2.8(c) shall be deemed to have consented to the applicable Extension of Maturity Date Request and, therefore, shall not be a Terminating Lender(x)(B). (d) Revolving Loans or L/C Obligations owing to any Terminating Lender on the Existing Maturity Date with respect to such Terminating Lender shall be repaid in full, with accrued interest and all other amounts then due and owing thereon, on the Existing Maturity Date with respect to such Terminating Lender.

Extension of Maturity Date. So long as no Default or Event of Default has occurred and is continuing on the Stated Maturity Date that would otherwise have occurred without giving effect to such request (such date, the “Extension Effective Date”), Borrowers may on one occasion extend the Stated Maturity Date to a date that is not later than one (1) year after the applicable original Stated Maturity Date, upon: (a) On any anniversary delivery of a Facility Extension Request to Administrative Agent and the Closing Date Lenders at least thirty (30) days but no more than ninety (90) days, prior to the Stated Maturity Date, the Borrowers may request ; (b) delivery to extend the then-applicable Maturity Date (the “Existing Maturity Date”) for an additional one-year period (an “Extension Period”) to the date that is one year after the Existing Maturity Date (the “Requested Maturity Date”); provided that the Borrowers may extend the Maturity Date for a maximum two (2) such Extension Periods. The Borrowers may make such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) to the Administrative Agent not less than 30 days and not more than 90 days prior to any anniversary the Lenders of an Officer's Certificate, dated as of the Closing Extension Effective Date, so long as certifying that (i) each of the all representations and warranties contained of Borrowers set forth in Section 7 and in the other Credit Documents this Agreement shall be true and correct in all material respects on and as of the date of on which Borrowers delivered the Facility Extension Request to Administrative Agent and on the Extension Effective Date, except to the extent such notice representations and warranties were made as of the commencement date of the relevant Extension Period as if made on and as of each date (ora specified date, if any in which case such representation and warranty is expressly stated to shall have been made as of a specific date, true and correct as of such specific specified date) and ; (ii) no Default or Event of Default shall have occurred and be continuing on the date of such notice and as of the commencement date of the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from the Administrative Agent, notify the Borrowers and the Administrative Agent in writing of its election to extend or not to extend the Existing Maturity Date with respect to its Commitment. Any Lender which shall not timely notify the Borrowers and the Administrative Agent of its election to extend the Existing Maturity Date shall be deemed not to have elected to extend the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extension. (b) If and only if (i) one or more Lenders shall have agreed in writing during the 30 day period referred to in Section 2.8(a) to extend the Existing Maturity Date and (ii) the Borrowers shall have submitted to the Administrative Agent, on the commencement date of the relevant Extension Period, a certificate of the Borrowers, substantially in the form of Exhibit 2.8(b) (the “Extension of Maturity Date Certificate”), stating that (x) the representations and warranties made by each Borrower in or pursuant to the Credit Documents are true and correct in all material respects on and as of the date thereof (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (y) no Default or Event of Default by each Borrower has occurred and is continuingcontinuing on the Extension Effective Date or after giving effect to any extension of the Stated Maturity Date on such date; and (iii) the calculations attached, then and made in reasonable detail, support the determinations made in clauses (c) through (f), below; (c) the Debt Service Coverage Ratio, calculated on a pro-forma basis as of the Extension Effective Date, shall equal or exceed 1.5 to 1.0, as evidenced by an Officer's Certificate delivered by Borrowers to Administrative Agent and the Lenders with supporting calculations, dated as of the Extension Effective Date; (d) the Loan to Value Ratio for the Collateral Properties shall be no more than 55% based on updated Acceptable Appraisals obtained no more than ninety (90) days prior to the proposed Extension Effective Date (and after giving effect to any permanent reductions of the Aggregate Commitment that may be necessary to cause the Loan to Value Ratio to be equal to or less than 55%); (e) (x) unrestricted cash and Permitted Investments of FelCor Trust and its Subsidiaries, unused and available Commitments and amounts available to be drawn under other credit facilities of FelCor Trust and its Subsidiaries shall equal or exceed (y) the sum of (A) the Commitments aggregate principal amount of all Recourse Indebtedness of FelCor Trust and its Subsidiaries (including, to the extent applicable, the outstanding principal amount of the Lenders other than Terminating Lenders (the “Continuing Lenders”, each a “Continuing Lender”Senior Secured Notes) shall, subject to the other provisions that matures within one year of this Credit Agreement, be extended to the Requested Maturity Date specified in the Extension of Maturity Date Request from the Borrowers, and as to such Lenders the term “Maturity Date”, as used herein, shall on and after the date as of which the requested extension is effective mean such Requested Maturity Effective Date, provided that if such date is not a Business Day, then such Requested Maturity Date shall be the next succeeding Business Day and (B) the Commitments aggregate amount of preferred, convertible or other securities of FelCor Trust and L/C Commitment share its Subsidiaries that require mandatory cash purchases, cash redemption or other cash payments within one-year of the Extension Effective Date; (if applicablef) the Loan Parties shall continue to be in pro forma compliance with the restrictions on indebtedness set forth in Section 4.03 of the Senior Secured Notes Indenture; (g) payment to Administrative Agent for the benefit of Lenders of a facility extension fee equal to one half of one percent (0.50%) of the Terminating Lenders shall continue until the Existing Maturity Date and shall then terminate, and Aggregate Commitments as to the Terminating Lenders, the term “Maturity Date”, as used herein, shall continue to mean the Existing Maturity Date. The Administrative Agent shall promptly notify (x) the Lenders of any Extension of Maturity Date Request, (y) the Lenders and the Borrowers of any extension of the Existing Maturity applicable Extension Effective Date pursuant (after giving effect to this Section 2.8 and (z) any permanent reduction of the Borrowers and the Lenders of any Lender which becomes a Terminating Lender. (c) In the event that the Maturity Date shall have been extended for the Continuing Lenders in accordance with paragraph 2.8(b) above and, Aggregate Commitments being made in connection with such extension, there are Terminating Lenders, Extension); (h) payment by Borrowers of all other reasonable fees and expenses to Administrative Agent and the Borrowers may, at their own expense and in their sole discretion and prior Lenders to the Existing Maturity extent then due as of the applicable Extension Effective Date; and (i) execution (and if required by local law, recordation) of any extension agreement in form as required by Administrative Agent with respect to each Collateral Property and endorsements and other assurances as Administrative Agent may reasonably require to conform the Title Policies (including “datedown” endorsements) and amendment to any Terminating Lender Mortgages of the remaining Collateral Properties to transfer and assign its interestsreflect any change in respective Appraised Values of the Collateral Properties (together with payment by Borrowers of any fees or expenses, rights and obligations under this Credit Agreement including any additional mortgage tax, in accordance with Section 4.5 connection therewith). The Extension shall be evidenced by delivery of written confirmation of the same by Administrative Agent to an Eligible Assignee that Borrowers. In no event shall assume such assigned obligations and that shall agree that its Commitment will expire on the Maturity Date in effect for Continuing Lenders; providedoccur later than August 1, however2015. During the extended term of the Loans, all terms and conditions of the Loan Documents (other than the original Stated Maturity Date) shall continue to apply, except that the Borrowers shall have given written notice no further right to extend the Administrative Agent in term of the case of an assignee that is not a Lender. Any such Eligible Assignee’s initial Maturity Date shall be Loans after the Maturity Date in effect for the Continuing Lenders at the time of such assignment. The Borrowers shall not be permitted to require a Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 2.8(c) unless the Borrowers have notified such Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date. Any Eligible Assignee which becomes a Lender as a result of such an assignment made pursuant to this Section 2.8(c) shall be deemed to have consented to the applicable Extension of Maturity Date Request and, therefore, shall not be a Terminating LenderExtension. (d) Revolving Loans or L/C Obligations owing to any Terminating Lender on the Existing Maturity Date with respect to such Terminating Lender shall be repaid in full, with accrued interest and all other amounts then due and owing thereon, on the Existing Maturity Date with respect to such Terminating Lender.

Extension of Maturity Date. (a) On any anniversary The Borrower shall have the right, but not the obligation, to request an extension of the Closing Date prior to the Maturity Date, the Borrowers may request to extend the then-applicable Maturity Date then in effect (the “Existing Maturity Date”) for an additional one-year period (an “Extension Period”) to the date that is one (1) year after the then Existing Maturity Date (the each a “Requested Maturity Date”); provided that the Borrowers may extend the Maturity Date for a maximum Extension”) (provided, that there shall not be more than two (2) Maturity Date Extensions during the term of this Agreement), and, subject to satisfaction of the following conditions precedent, such Maturity Date Extension Periods. The Borrowers may make such request in a notice given as herein provided and substantially in shall become effective on the form attached hereto as Exhibit 2.8(a) applicable Existing Maturity Date (the each, an “Extension of Effective Date”): (a) the Borrower shall have delivered a written request for such Maturity Date Extension (a “Maturity Date Extension Request”) to the Administrative Agent not less than 30 days thirty (30) calendar days, and not more than 90 days ninety (90) calendar days, prior to any anniversary the then-current Maturity Date; (b) the Borrower shall have delivered to the Administrative Agent a certificate of a Responsible Officer (x) on the date of the Closing DateMaturity Date Extension Request certifying that as of the date of the Maturity Date Extension Request and (y) on the applicable Extension Effective Date certifying that as of such date both immediately before and immediately after giving effect to such Maturity Date Extension, so long as (i) each of the all representations and warranties contained in Section 7 and in of each Credit Party under the other Credit Loan Documents shall be true and correct in all material respects (except to the extent that (A) any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of applicable Extension Effective Date, such notice representations and as of the commencement date of the relevant Extension Period as if made on warranties shall continue to be true and as of each date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, correct in all material respects as of such specific specified earlier date, and (B) any such representations and warranties are already qualified by materiality, Material Adverse Effect or a similar qualification, in which case, such representations and warranties are true and correct in all respects); and (ii) no Default or Event of Default shall have occurred and be continuing on the date of such notice and as of the commencement date of the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from the Administrative Agent, notify the Borrowers and the Administrative Agent in writing of its election to extend or not to extend the Existing Maturity Date with respect to its Commitment. Any Lender which shall not timely notify the Borrowers and the Administrative Agent of its election to extend the Existing Maturity Date shall be deemed not to have elected to extend the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extension. (b) If and only if (i) one or more Lenders shall have agreed in writing during the 30 day period referred to in Section 2.8(a) to extend the Existing Maturity Date and (ii) the Borrowers shall have submitted to the Administrative Agent, on the commencement date of the relevant Extension Period, a certificate of the Borrowers, substantially in the form of Exhibit 2.8(b) (the “Extension of Maturity Date Certificate”), stating that (x) the representations and warranties made by each Borrower in or pursuant to the Credit Documents are true and correct in all material respects on and as of the date thereof (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (y) no Default or Event of Default by each Borrower has occurred and is continuing, then (A) the Commitments of the Lenders other than Terminating Lenders (the “Continuing Lenders”, each a “Continuing Lender”) shall, subject to the other provisions of this Credit Agreement, be extended to the Requested Maturity Date specified in the Extension of Maturity Date Request from the Borrowers, and as to such Lenders the term “Maturity Date”, as used herein, shall on and after the date as of which the requested extension is effective mean such Requested Maturity Date, provided that if such date is not a Business Day, then such Requested Maturity Date shall be the next succeeding Business Day and (B) the Commitments and L/C Commitment share (if applicable) of the Terminating Lenders shall continue until the Existing Maturity Date and shall then terminate, and as to the Terminating Lenders, the term “Maturity Date”, as used herein, shall continue to mean the Existing Maturity Date. The Administrative Agent shall promptly notify (x) the Lenders of any Extension of Maturity Date Request, (y) the Lenders and the Borrowers of any extension of the Existing Maturity Date pursuant to this Section 2.8 and (z) the Borrowers and the Lenders of any Lender which becomes a Terminating Lender.; and (c) In the event that the Maturity Date Borrower shall have been extended for paid to the Continuing Lenders in accordance with paragraph 2.8(b) above and, in connection with such extension, there are Terminating Lenders, the Borrowers may, at their own expense and in their sole discretion and prior to Administrative Agent on the Existing Maturity Date, require any Terminating Lender an extension fee (which shall be distributed to transfer and assign its interests, rights and obligations under this Credit Agreement in accordance with Section 4.5 to an Eligible Assignee that shall assume such assigned obligations and that shall agree that its Commitment will expire the Lenders based upon their pro rata share of the aggregate principal amount of Loans outstanding on the Maturity Date in effect for Continuing Lenders; provided, however, that the Borrowers shall have given written notice Extension Effective Date) equal to the Administrative Agent in product of (x) 1.00% multiplied by (y) the case aggregate principal amount of an assignee that is not a Lender. Any such Eligible Assignee’s initial Maturity Date shall be the Maturity Date in effect for the Continuing Lenders at the time of such assignment. The Borrowers shall not be permitted to require a Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 2.8(c) unless the Borrowers have notified such Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date. Any Eligible Assignee which becomes a Lender as a result of such an assignment made pursuant to this Section 2.8(c) shall be deemed to have consented to the applicable Extension of Maturity Date Request and, therefore, shall not be a Terminating Lender. (d) Revolving Loans or L/C Obligations owing to any Terminating Lender outstanding on the Existing Maturity Date with respect to such Terminating Lender shall be repaid in full, with accrued interest and all other amounts then due and owing thereon, on the Existing Maturity Date with respect to such Terminating LenderExtension Effective Date.

Extension of Maturity Date. (a) On any anniversary of the Closing Date prior to the Maturity Date, the Borrowers may request to extend the then-applicable Maturity Date (the “Existing Maturity Date”) for an additional one-year period (an “Extension Period”) to the date that is one year after the Existing Maturity Date (the “Requested Maturity Date”); provided that the Borrowers may extend the Maturity Date for a maximum two (2) such Extension Periods. The Borrowers may make such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) to the Administrative Agent not less than 30 At least 45 days and but not more than 90 60 days prior to any anniversary Anniversary Date, the Borrower, by written notice to the Administrative Agent, may request an extension of the Closing Date, so long as (i) Revolving Maturity Date in effect at such time by one calendar year from its then scheduled expiration. The Administrative Agent shall promptly notify each of the representations and warranties contained in Section 7 and in the other Credit Documents shall be true and correct in all material respects on and as of the date relevant Lender of such notice request, and as of the commencement date of the relevant Extension Period as if made on and as of each date (orsuch Lender shall in turn, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (ii) no Default or Event of Default shall have occurred and be continuing on the date of such notice and as of the commencement date of the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any prior to such notice from the Administrative AgentAnniversary Date, notify the Borrowers Borrower and the Administrative Agent in writing as to whether such Lender will consent to such extension. If any Lender shall fail to notify the Administrative Agent and the Borrower in writing of its election consent to extend or not to extend any such request for extension of the Existing applicable Revolving Maturity Date at least 30 days prior to the applicable Anniversary Date, such Lender shall be deemed to be a Declining Lender with respect to its Commitmentsuch request. Any Lender which The Administrative Agent shall not timely notify the Borrowers and Borrower not later than 25 days prior to the Administrative Agent applicable Anniversary Date of its election to extend the Existing decision of the Lenders regarding the Borrower’s request for an extension of the Revolving Maturity Date shall be deemed not to have elected to extend the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extensionDate. (b) If and only if (i) one or more all of the applicable Lenders shall have agreed consent in writing during to any such request in accordance with Section 2.21(a), the 30 day period referred to in Section 2.8(a) to extend the Existing Revolving Maturity Date and in effect at such time shall, effective as at the applicable Anniversary Date (ii) the Borrowers “Extension Date”), be extended for one calendar year; provided that on each Extension Date, the Borrower shall have submitted deliver to the Administrative Agent, on the commencement date of the relevant Extension Period, Agent a certificate of the BorrowersBorrower signed by an authorized officer of the Borrower certifying that, substantially in the form of Exhibit 2.8(b) (the “Extension of Maturity Date Certificate”)before and after giving effect to such extension, stating that (x) the representations and warranties made by each Borrower contained in or pursuant to Article III and the Credit other Loan Documents are true and correct in all material respects (or if qualified as to materiality or Material Adverse Effect, in all respects) on and as of the date thereof (orExtension Date, if any except to the extent that such representation representations and warranty is expressly stated warranties specifically refer to have been made as of a specific an earlier date, in which case they are true and correct as of such specific earlier date, and except that for purposes of this Section 2.21, the representations and warranties contained in Section 3.4(a) shall be deemed to refer to the most recent statements furnished pursuant to Section 5.1, and (y) no Default or Event of Default by each Borrower has occurred and is continuing, then (A) exists. If the sum of the Revolving Commitments of the existing Lenders that have agreed so to extend their Revolving Maturity Date and the additional Revolving Commitments of Eligible Assignees assumed in accordance with Section 2.21(c) shall be more than 50% of the aggregate amount of the Revolving Commitments in effect immediately prior to the existing Revolving Maturity Date, then the Revolving Maturity Date in effect at such time shall, effective as at the applicable Extension Date, be extended as to those Lenders that so consented (each an “Extending Lender”) but shall not be extended as to any other than Terminating Lenders Lender (the “Continuing Lenders”, each a “Continuing Declining Lender”) shall, subject to ). To the other provisions of this Credit Agreement, be extended to extent that the Requested Revolving Maturity Date specified in the Extension of Maturity Date Request from the Borrowers, and is not extended as to such Lenders the term “Maturity Date”, as used herein, shall on and after the date as of which the requested extension is effective mean such Requested Maturity Date, provided that if such date is not a Business Day, then such Requested Maturity Date shall be the next succeeding Business Day and (B) the Commitments and L/C Commitment share (if applicable) of the Terminating Lenders shall continue until the Existing Maturity Date and shall then terminate, and as to the Terminating Lenders, the term “Maturity Date”, as used herein, shall continue to mean the Existing Maturity Date. The Administrative Agent shall promptly notify (x) the Lenders of any Extension of Maturity Date Request, (y) the Lenders and the Borrowers of any extension of the Existing Maturity Date Lender pursuant to this Section 2.8 and (z) the Borrowers 2.21 and the Lenders Revolving Commitment of such Lender is not assumed in accordance with Section 2.21(c) on or prior to the applicable Extension Date, the Revolving Commitment of such Declining Lender shall automatically terminate in whole on such unextended Revolving Maturity Date without any further notice or other action by the Borrower, such Lender which becomes a Terminating or any other Person and any outstanding Loans, together with accrued and unpaid interest, fees and other amounts due to such Declining Lender shall be paid in full on such unextended Revolving Maturity Date; provided that such Declining Lender’s rights under Sections 2.15, 2.17 and 9.3 shall survive the Revolving Maturity Date for such Lender as to matters occurring prior to such date. It is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for any requested extension of the Revolving Maturity Date. No Revolving Maturity Date may be extended in accordance with this Section 2.21 more than two times. (c) In the event that the Maturity Date shall have been extended for the Continuing Lenders in accordance with paragraph 2.8(b) above and, in connection with such extension, If there are Terminating any Declining Lenders, the Borrowers may, at their own expense and in their sole discretion and prior to the Existing Maturity Date, require any Terminating Lender to transfer and assign its interests, rights and obligations under this Credit Agreement in accordance with Section 4.5 to an Borrower may arrange for one or more Extending Lenders or other Eligible Assignees (each such Eligible Assignee that shall accepts an offer to assume a Declining Lender’s Commitment as of the applicable Extension Date being an “Assuming Lender”) to assume, effective as of the Extension Date, any Declining Lender’s Revolving Commitment and all of the obligations of such assigned obligations and that shall agree that its Commitment will expire on the Maturity Date in effect for Continuing LendersDeclining Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Declining Lender; provided, however, that the Borrowers shall have given written notice to amount of the Administrative Agent in the case Revolving Commitment of an assignee that is not a Lender. Any any such Eligible Assignee’s initial Maturity Date shall be the Maturity Date in effect for the Continuing Lenders at the time of such assignment. The Borrowers shall not be permitted to require a Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 2.8(c) unless the Borrowers have notified such Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date. Any Eligible Assignee which becomes a Assuming Lender as a result of such an assignment made pursuant to this Section 2.8(c) substitution shall in no event be deemed to have consented to less than $50,000,000 unless the applicable Extension amount of Maturity Date Request andthe Revolving Commitment of such Declining Lender is less than $50,000,000, therefore, shall not be a Terminating Lender. (d) Revolving Loans or L/C Obligations owing to any Terminating Lender on the Existing Maturity Date with respect to in which case such Terminating Assuming Lender shall be repaid in full, with accrued interest assume all of such lesser amount; and all other amounts then due and owing thereon, on the Existing Maturity Date with respect to such Terminating Lender.provided further that:

Extension of Maturity Date. (a) On any anniversary Pursuant to Section 2.17 of the Closing Date prior to Credit Agreement, as of the Maturity Increase Effective Date, the Borrowers may request Borrower notifies the Administrative Agent of its intention to extend the then-applicable Maturity Date exercise an Extension Option (the “Existing Maturity Date”) for an additional one-year period (an “Extension PeriodFirst Extension”) to the date that is one year after extend the Existing Maturity Date for a period of one (1) year to December 1, 2023, such Extension Option to become effective on December 1, 2018 (the “Requested Maturity First Extension Effective Date”); provided . This Agreement shall serve as a “Notice of Extension” referenced in Section 2.17(b) of the Credit Agreement, and the Borrower agrees that the Borrowers may extend the Maturity Date for a maximum two (2) such Notice of Extension Periods. The Borrowers may make such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) pursuant to the Administrative Agent not less than 30 days and not more than 90 days prior to any anniversary of the Closing Date, so long as this Agreement (i) each is irrevocable and (ii) constitutes a representation by the Borrower that (A) no Event of Default or Default has occurred and is continuing and (B) the representations and warranties contained in Section 7 Article V of the Credit Agreement are correct in all material respects (except to the extent that any such representation or warranty is qualified by materiality, in which case such representations and in the other Credit Documents warranties shall be true and correct in all material respects respects) on and as of the date of such notice and Increase Effective Date, as of the commencement date of the relevant Extension Period as if though made on and as of each such date (orunless any representation and warranty expressly relates to an earlier date, if any in which case such representation and warranty is expressly stated to have been made as of a specific date, shall be correct in all material respects as of such specific date) and earlier date (ii) no Default or Event of Default shall have occurred and be continuing on except to the date of such notice and as of the commencement date of the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt of extent that any such notice from the Administrative Agentrepresentation or warranty is qualified by materiality, notify the Borrowers in which case such representations and the Administrative Agent in writing of its election to extend or not to extend the Existing Maturity Date with respect to its Commitment. Any Lender which shall not timely notify the Borrowers and the Administrative Agent of its election to extend the Existing Maturity Date warranties shall be deemed not to have elected to extend the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers true and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and correct in all such Lenders, collectively, the “Terminating Lenders”respects). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extension). (b) If The Lenders party hereto as Consenting Lenders and only if (i) one or more constituting at least the Majority Lenders shall have agreed in writing during so consent to the 30 day period referred First Extension to in Section 2.8(a) to extend be effective on the First Extension Effective Date. On the First Extension Effective Date, the Existing Maturity Date and (ii) the Borrowers shall have submitted to the Administrative Agent, on the commencement date of the relevant Extension Period, a certificate of the Borrowers, substantially in the form of Exhibit 2.8(b) (the “Extension of Maturity Date Certificate”), stating that (x) the representations and warranties made by each Borrower in or pursuant to the Credit Documents are true and correct in all material respects on and as of the date thereof (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (y) no Default or Event of Default by each Borrower has occurred and is continuing, then (A) the Commitments of the Consenting Lenders other than Terminating Lenders (the “Continuing Lenders”, each a “Continuing Lender”) shall, subject to the other provisions of this Credit Agreement, be extended to the Requested Maturity Date specified in the Extension of Maturity Date Request from the Borrowers, and as to such Lenders the term “Maturity Date”, as used herein, shall on and after the date as of which the requested extension is effective mean such Requested Maturity Date, provided that if such date is not a Business Day, then such Requested Maturity Date shall be the next succeeding Business Day and automatically extended for a period of one (B1) the Commitments and L/C Commitment share (if applicable) of the Terminating Lenders shall continue until year to December 1, 2023, while the Existing Maturity Date and of the Non-Consenting Lenders shall then terminateremain unchanged, and as to the Terminating Lenders, the term “Maturity Date”, as used herein, shall continue to mean the Existing Maturity Date. The Administrative Agent shall promptly notify (x) the Lenders of any Extension of Maturity Date Request, (y) the Lenders and the Borrowers of any extension Commitments of the Non-Consenting Lenders shall terminate on their respective Existing Maturity Date pursuant and all Loans of such Non-Consenting Lender shall be fully repaid, all as contemplated by Section 2.17(e) of the Credit Agreement, subject in all respects to this the rights of the Borrower under Section 2.8 and (z2.17(d) of the Borrowers and the Lenders of any Lender which becomes a Terminating LenderCredit Agreement. (c) In For the event that the Maturity Date shall have been extended for the Continuing Lenders in accordance with paragraph 2.8(b) above and, in connection with such extension, there are Terminating Lendersavoidance of doubt, the Borrowers mayFirst Extension constitutes an “Extension Option” referenced in Section 2.17 of the Credit Agreement, at their own expense and in their sole discretion and prior as of the First Extension Effective Date, after giving effect to the Existing Maturity DateFirst Extension, require any Terminating Lender the Borrower may exercise no more than one (1) additional Extension Option pursuant to transfer and assign its interests, rights and obligations under this Section 2.17 of the Credit Agreement. This Agreement in accordance with Section 4.5 to an Eligible Assignee that shall assume such assigned obligations and that shall agree that its Commitment will expire on the Maturity Date in effect for Continuing Lenders; provided, however, that the Borrowers shall have given constitutes written notice to the Administrative Agent in Borrower and all of the case Lenders of an assignee that is not a Lender. Any such Eligible Assignee’s initial Maturity Date shall be all consents given pursuant to the Maturity Date in effect for the Continuing Lenders at the time of such assignment. The Borrowers shall not be permitted to require a Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 2.8(c) unless the Borrowers have notified such Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date. Any Eligible Assignee which becomes a Lender as a result of such an assignment made pursuant to this Section 2.8(c) shall be deemed to have consented to the applicable Extension of Maturity Date Request and, therefore, shall not be a Terminating Lender. (d) Revolving Loans or L/C Obligations owing to any Terminating Lender on the Existing Maturity Date with respect to such Terminating Lender shall be repaid in full, with accrued interest and all other amounts then due and owing thereon, on the Existing Maturity Date with respect to such Terminating Lenderthis First Extension.

Extension of Maturity Date. Borrower shall have the right and option to extend the Maturity Date (a) On any anniversary to a date ending upon the expiration of the Closing Date First Extension Period, and (b) upon expiration of the First Extension Period, to a date ending upon the expiration of the Second Extension Period, subject to the conditions that: (a) Borrower shall have notified Lender in writing of its exercise of each such extension at least 60 days prior to the Maturity Date, the Borrowers may request to extend the then-applicable Maturity Date ; (the “Existing Maturity Date”b) for an additional one-year period (an “Extension Period”) to the date that is one year after the Existing Maturity Date (the “Requested Maturity Date”); provided that the Borrowers may extend the Maturity Date for a maximum two (2) such Extension Periods. The Borrowers may make such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) to the Administrative Agent not less than 30 days and not more than 90 days prior to any anniversary of the Closing Date, so long as (i) each of the representations and warranties contained in Section 7 and in the other Credit Documents shall be true and correct in all material respects on and as of the date of such notice and as of the commencement date of the relevant Extension Period as if made on and as of each date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (ii) no Default or Event of Default shall have occurred and be continuing on the date of such written notice and as on the date of commencement of the commencement date of the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from the Administrative Agent, notify the Borrowers and the Administrative Agent in writing of its election to extend or not to extend the Existing Maturity Date with respect to its Commitment. Any Lender which shall not timely notify the Borrowers and the Administrative Agent of its election to extend the Existing Maturity Date shall be deemed not to have elected to extend the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extension. (b) If and only if (i) one or more Lenders shall have agreed in writing during the 30 day period referred to in Section 2.8(a) to extend the Existing Maturity Date and (ii) the Borrowers shall have submitted to the Administrative Agent, on the commencement date of the relevant Extension Period, a certificate there shall exist no event of default and no event shall have occurred which with the Borrowers, substantially in passage of time or the form giving of Exhibit 2.8(b) (the “Extension notice or both would constitute an event of Maturity Date Certificate”), stating that (x) the representations and warranties made by each Borrower in or pursuant to the Credit Documents are true and correct in all material respects on and as of the date thereof (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (y) no Default or Event of Default by each Borrower has occurred and is continuing, then (A) the Commitments of the Lenders other than Terminating Lenders (the “Continuing Lenders”, each a “Continuing Lender”) shall, subject to the other provisions of this Credit Agreement, be extended to the Requested Maturity Date specified in the Extension of Maturity Date Request from the Borrowers, and as to such Lenders the term “Maturity Date”, as used herein, shall on and after the date as of which the requested extension is effective mean such Requested Maturity Date, provided that if such date is not a Business Day, then such Requested Maturity Date shall be the next succeeding Business Day and (B) the Commitments and L/C Commitment share (if applicable) of the Terminating Lenders shall continue until the Existing Maturity Date and shall then terminate, and as to the Terminating Lenders, the term “Maturity Date”, as used herein, shall continue to mean the Existing Maturity Date. The Administrative Agent shall promptly notify (x) the Lenders of any Extension of Maturity Date Request, (y) the Lenders and the Borrowers of any extension of the Existing Maturity Date pursuant to this Section 2.8 and (z) the Borrowers and the Lenders of any Lender which becomes a Terminating Lender.default; (c) In contemporaneously with the event that the Maturity Date commencement of each Extension Period, Lender shall have been extended for received the Continuing Lenders in accordance with paragraph 2.8(b) above and, in connection with such extension, there are Terminating Lenders, the Borrowers may, at their own expense and in their sole discretion and prior to the Existing Maturity Date, require any Terminating Lender to transfer and assign its interests, rights and obligations under this Credit Agreement in accordance with Section 4.5 to an Eligible Assignee that shall assume such assigned obligations and that shall agree that its Commitment will expire on the Maturity Date in effect for Continuing Lenders; provided, however, that the Borrowers shall have given written notice to the Administrative Agent in the case of an assignee that is not a Lender. Any such Eligible Assignee’s initial Maturity Date shall be the Maturity Date in effect for the Continuing Lenders at the time of such assignment. The Borrowers shall not be permitted to require a Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 2.8(c) unless the Borrowers have notified such Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date. Any Eligible Assignee which becomes a Lender as a result of such an assignment made pursuant to this Section 2.8(c) shall be deemed to have consented to the applicable Extension of Maturity Date Request and, therefore, shall not be a Terminating Lender.Fee; (d) Revolving Loans at or L/C Obligations owing to any Terminating Lender on before the Existing Maturity Date with respect to such Terminating commencement of each Extension Period, Lender shall have received evidence satisfactory to Lender that the Property has achieved a Debt Coverage Ratio of at least 1.50:1 for the 3 calendar month period immediately preceding the commencement of the Extension Period; (e) the Principal Amount must not be repaid in fullgreater than 50% of the appraised value of the Property as determined by ▇▇▇▇▇▇, with accrued interest for which determination Lender, at its option, may obtain an updated FIRREA appraisal at Borrower's expense; and (f) upon each such extension, Borrower and all other amounts then due any guarantor shall have executed such documents as ▇▇▇▇▇▇ deems reasonably appropriate to evidence such extensions and owing thereonshall have delivered to Lender an endorsement to the mortgagee policy of title insurance insuring the lien of the Security Instrument pursuant to the applicable title insurance regulations, on stating that the Existing Maturity Date with respect to coverage of such Terminating Lenderpolicy has not been reduced or terminated by virtue of such extension.

Extension of Maturity Date. Borrower may, by notice to Administrative Agent (a) On any anniversary which shall promptly deliver a copy to each of the Closing Date Lenders) given at least thirty (30) days and not more than ninety (90) days prior to the Maturity Date, the Borrowers may request to extend the then-then applicable Maturity Date (the “Existing Commitment Maturity Date”) ), request that Lenders extend the Existing Commitment Maturity Date for an additional one-year period (an “Extension Period”) to the date that is one year after the Existing Maturity Date (the “Requested Maturity Date”)period; provided that the Borrowers Borrower may extend the Maturity Date for a maximum request no more than two (2) such Extension Periods. The Borrowers may make such request in a notice given as herein provided and substantially additional one-year periods in the form attached hereto as Exhibit 2.8(a) (aggregate. Upon the “Extension Borrower’s timely delivery of Maturity Date Request”) such notice to the Administrative Agent not less than 30 days and not more than 90 days prior to any anniversary of the Closing Dateprovided, so long as that (i) each such request is subject to approval of the Administrative Agent, (ii) no Default or Event of Default has occurred and is continuing (both on the date the notice is delivered and on the then Existing Commitment Maturity Date), (iii) the Borrower and the Subsidiaries are in compliance with all covenants contained in Sections 5 and 6 hereof, (iv) all representations and warranties contained in Section 7 and in the other Credit Documents 3 hereof shall be true and correct in all material respects on and as (except in the case of the date of such notice and as of the commencement date of the relevant Extension Period as if made on and as of each date (or, if any a representation or warranty qualified by materiality in which case such representation or warranty shall be true and warranty is expressly stated to have been made as of a specific date, as of such specific datecorrect in all respects) and (ii) no Default or Event of Default shall have occurred and be continuing on the date of such the notice is delivered and as of on the commencement date of the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from the Administrative Agent, notify the Borrowers and the Administrative Agent in writing of its election to extend or not to extend the then Existing Commitment Maturity Date with respect to its Commitment. Any Lender which shall not timely notify the Borrowers and the Administrative Agent of its election to extend the Existing Maturity Date shall be deemed not to have elected to extend the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extension. (b) If and only if (i) one or more Lenders shall have agreed in writing during the 30 day period referred to in Section 2.8(a) to extend the Existing Maturity Date and (ii) the Borrowers shall have submitted to the Administrative Agent, on the commencement date of the relevant Extension Period, a certificate of the Borrowers, substantially in the form of Exhibit 2.8(b) (the “Extension of Maturity Date Certificate”), stating that (x) the except for representations and warranties made by each Borrower in or pursuant that relate to the Credit Documents are a prior date, which shall have been true and correct in all material respects on (except in the case of a representation or warranty qualified by materiality in which case such representation or warranty shall be true and correct in all respects) as of the applicable date thereof (or, if any such representation and warranty is expressly stated to have been on which they were made as of a specific date, as of such specific date) and (y) no Default or Event of Default by each Borrower has occurred and is continuing, then (Av) the Commitments of the Lenders other than Terminating Lenders (the “Continuing Lenders”, each a “Continuing Lender”) shall, subject Borrower shall pay to the other provisions Administrative Agent, for the ratable benefit of this each Lender, an extension fee in an amount equal to 0.10% of each Lender’s Commitment under the Credit Agreement, then the Maturity Date shall be extended to the Requested first anniversary of the then Existing Commitment Maturity Date. Should the Maturity Date specified in be extended, the Extension terms and conditions of Maturity Date Request from the Borrowersthis Agreement will apply during any such extension period, and as to such Lenders the term “Maturity Date”, as used herein, shall on from and after the date as of which such extension, the requested extension is effective mean such Requested Maturity Date, provided that if such date is not a Business Day, then such Requested term Maturity Date shall be mean the next succeeding Business Day and (B) last day of the Commitments and L/C Commitment share (if applicableextended term. 1.9. Section 3.04(b) of the Terminating Lenders shall continue until the Existing Maturity Date Credit Agreement is hereby amended and shall then terminate, restated in its entirety and as to the Terminating Lenders, the term “Maturity Date”, so amended and restated shall read as used herein, shall continue to mean the Existing Maturity Date. The Administrative Agent shall promptly notify (x) the Lenders of any Extension of Maturity Date Request, (y) the Lenders and the Borrowers of any extension of the Existing Maturity Date pursuant to this Section 2.8 and (z) the Borrowers and the Lenders of any Lender which becomes a Terminating Lender. (c) In the event that the Maturity Date shall have been extended for the Continuing Lenders in accordance with paragraph 2.8(b) above and, in connection with such extension, there are Terminating Lenders, the Borrowers may, at their own expense and in their sole discretion and prior to the Existing Maturity Date, require any Terminating Lender to transfer and assign its interests, rights and obligations under this Credit Agreement in accordance with Section 4.5 to an Eligible Assignee that shall assume such assigned obligations and that shall agree that its Commitment will expire on the Maturity Date in effect for Continuing Lenders; provided, however, that the Borrowers shall have given written notice to the Administrative Agent in the case of an assignee that is not a Lender. Any such Eligible Assignee’s initial Maturity Date shall be the Maturity Date in effect for the Continuing Lenders at the time of such assignment. The Borrowers shall not be permitted to require a Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 2.8(c) unless the Borrowers have notified such Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date. Any Eligible Assignee which becomes a Lender as a result of such an assignment made pursuant to this Section 2.8(c) shall be deemed to have consented to the applicable Extension of Maturity Date Request and, therefore, shall not be a Terminating Lender. (d) Revolving Loans or L/C Obligations owing to any Terminating Lender on the Existing Maturity Date with respect to such Terminating Lender shall be repaid in full, with accrued interest and all other amounts then due and owing thereon, on the Existing Maturity Date with respect to such Terminating Lender.follows:

Extension of Maturity Date. (a) On any anniversary of the Closing Date Not less than 60 days and not more than 90 days prior to the Maturity DateDate then in effect, provided that no Event of Default shall have occurred and be continuing, the Borrowers Borrower may request to extend the then-applicable Maturity Date (the “Existing Maturity Date”) for an additional one-year period (an “Extension Period”) to the date that is one year after the Existing Maturity Date (the “Requested Maturity Date”); provided that the Borrowers may extend extension of the Maturity Date for a maximum two (2) such Extension Periods. The Borrowers may make such request then in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) effect by submitting to the Administrative Agent an Extension Request containing the information in respect of such extension specified in Exhibit H, which the Administrative Agent shall promptly furnish to each Lender. Each Lender shall, not less than 30 days and not more than 90 60 days prior to any anniversary of the Closing Date, so long as (i) each of the representations and warranties contained such Maturity Date then in Section 7 and in the other Credit Documents shall be true and correct in all material respects on and as of the date of such notice and as of the commencement date of the relevant Extension Period as if made on and as of each date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (ii) no Default or Event of Default shall have occurred and be continuing on the date of such notice and as of the commencement date of the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from the Administrative Agenteffect, notify the Borrowers and the Administrative Agent in writing of its election to extend or not to extend the Existing Maturity Date with respect to its Commitment. Any Lender which shall not timely notify the Borrowers Borrower and the Administrative Agent of its election to grant or not to grant the extension as requested in such Extension Request. Notwithstanding any provision of this Agreement to the contrary, any notice by any Lender of its willingness to extend the Existing Maturity Date shall be deemed not revocable by such Lender in its sole and absolute discretion at any time prior to have elected the date which is 30 days prior to extend the Existing such Maturity Date with respect to its Commitment (any Lender who timely notifies then in effect. If the Borrowers and Supermajority Lenders shall approve in writing the Administrative Agent extension of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all Maturity Date requested in such Lenders, collectivelyExtension Request, the “Terminating Lenders”). The election of Maturity Date shall automatically and without any Lender to agree to a requested extension shall not obligate further action by any other Lender to agree to Person be extended for the period specified in such requested extension. (b) If and only if Extension Request; provided that (i) one or more Lenders each extension pursuant to this Section 2.24 shall have agreed in writing during the 30 day period referred to in Section 2.8(a) to extend the Existing Maturity Date be for a maximum of 364 days and (ii) the Borrowers shall have submitted Commitment of any Lender which does not consent in writing to the Administrative Agent, on the commencement date of the relevant Extension Period, a certificate of the Borrowers, substantially in the form of Exhibit 2.8(b) (the “Extension of such extension not less than 30 days and not more than 60 days prior to such Maturity Date Certificate”), stating that then in effect (x) the representations and warranties made by each Borrower in or pursuant to the Credit Documents are true and correct in all material respects on and as of the date thereof (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (y) no Default or Event of Default by each Borrower has occurred and is continuing, then (A) the Commitments of the Lenders other than Terminating Lenders (the “Continuing Lenders”, each a “Continuing an "Objecting Lender”") shall, subject to the other provisions of unless earlier terminated in accordance with this Credit Agreement, be extended to expire on the Requested Maturity Date specified in the Extension of Maturity Date Request from the Borrowers, and as to such Lenders the term “Maturity Date”, as used herein, shall effect on and after the date as of which the requested extension is effective mean such Requested Extension Request (such Maturity Date, provided that if any, referred to as the "Commitment Expiration Date" with respect to such date is Objecting Lender). If not a Business Dayless than 30 days and not more than 60 days prior to such Maturity Date then in effect, then such Requested the Supermajority Lenders shall not approve in writing the extension of the Maturity Date requested in an Extension Request, the Maturity Date shall not be the next succeeding Business Day and (B) the Commitments and L/C Commitment share (if applicable) of the Terminating Lenders shall continue until the Existing Maturity Date and shall then terminate, and as extended pursuant to the Terminating Lenders, the term “Maturity Date”, as used herein, shall continue to mean the Existing Maturity Datesuch Extension Request. The Administrative Agent shall promptly notify (x) the Lenders of any Extension of Maturity Date Request, (y) the Lenders and the Borrowers Borrower of any extension of the Existing Maturity Date pursuant to this Section 2.8 2.24 and (z) the Borrowers Borrower and the Lenders any other Lender of any Lender which becomes a Terminating an Objecting Lender. (b) Loans (including any principal, interest, fees and other amounts due hereunder) owing to any Objecting Lender on the Commitment Expiration Date with respect to such Lender shall be repaid in full on or before such Commitment Expiration Date. (c) In the event that the Maturity Date The Borrower shall have been extended for the Continuing Lenders in accordance with paragraph 2.8(b) above andright, in connection with such extensionso long as no Event of Default has occurred and is then continuing, there are Terminating Lenders, the Borrowers may, at their own expense and in their sole discretion and prior to the Existing Maturity Date, require any Terminating Lender to transfer and assign its interests, rights and obligations under this Credit Agreement in accordance with Section 4.5 to an Eligible Assignee that shall assume such assigned obligations and that shall agree that its Commitment will expire on the Maturity Date in effect for Continuing Lenders; provided, however, that the Borrowers shall have given written upon giving notice to the Administrative Agent and the Objecting Lender in accordance with Section 2.13, to prepay in full the case Loans of an assignee that is not a Lender. Any such Eligible Assignee’s initial Maturity Date shall be the Maturity Date in effect for the Continuing Lenders at the time of such assignment. The Borrowers shall not be permitted to require a Lender to assign Objecting Lenders, together with accrued interest thereon, any part of its interests, rights and obligations under this Credit Agreement amounts payable pursuant to this Section 2.8(c) unless the Borrowers have notified such Lender of their intention Sections 2.9, 2.10, 2.14, 2.15, 2.17, 2.21, 9.4 and 9.5 and any accrued and unpaid Facility Fee or other amounts payable to require the assignment thereof at least ten days prior it hereunder and/or, upon giving not less than three Business Days' notice to the proposed assignment date. Any Eligible Assignee which becomes a Lender as a result Objecting Lenders and the Administrative Agent, to cancel in whole or in part the Commitments of such an assignment made pursuant to this Section 2.8(c) shall be deemed to have consented to the applicable Extension of Maturity Date Request and, therefore, shall not be a Terminating LenderObjecting Lenders. (d) Revolving Loans The Borrower may, with the consent of the Administrative Agent, designate one or L/C Obligations owing more financial institutions to act as a Lender hereunder in place of any Terminating Objecting Lender, and upon the execution of an agreement substantially in the form of Exhibit H by each such Objecting Lender (who hereby agrees to execute such agreement), such replacement financial institution and the Administrative Agent, such replacement financial institution shall become and be a Lender hereunder with all the rights and obligations it would have had if it had been named on the Existing Maturity Date with respect signature pages hereof, and having for all such financial institutions aggregate Commitments of no greater than the whole of the Commitment of the Objecting Lender in place of which such financial institutions were designated; provided that the Facility Fees, interest and other payments to the Lenders due hereunder shall accrue for the account of each such financial institution from the date of replacement pursuant to such Terminating Lender agreement. The Administrative Agent shall be repaid in fullnotify the Lenders of the execution of any such agreement, with accrued interest the name of the financial institution executing such agreement and all other amounts then due and owing thereon, on the Existing Maturity Date with respect to amount of such Terminating Lenderfinancial institution's Commitment.

Extension of Maturity Date. The Borrower shall have the right, exercisable two (a2) On any anniversary of times for the Closing Facility, to cause the Administrative Agent and the Lenders to extend the Maturity Date by a one-year period. The Borrower may exercise such right only by executing and delivering to the Administrative Agent at least ninety (90) days but not more than one hundred eighty (180) days prior to the current Maturity Date, a written request for such extension (an “Extension Notice”); provided, that, an Extension Notice under this Section 2.19 may state that such Extension Notice is conditioned upon the Borrowers occurrence of one or more events specified therein, in which case such notice may request be revoked by the Borrower (by written notice to extend the then-applicable Administrative Agent on or prior to the specified effective date) if such condition is not satisfied and, in such case, no extension of the Maturity Date shall occur. The Administrative Agent shall notify the Lenders if it receives an Extension Notice promptly upon receipt thereof. Subject to satisfaction of the following conditions (and any condition specified in the “Existing Extension Notice pursuant to the proviso in the second sentence of this Section 2.19), the Maturity Date”) Date shall be extended for an additional a one-year period (an “Extension Period”) to effective on the date that is one year after the Existing then effective Maturity Date (the “Requested Maturity Date”); provided that the Borrowers may extend the Maturity Date for a maximum two (2) such Extension Periods. The Borrowers may make such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) to following receipt by the Administrative Agent not less than 30 days and not more than 90 days prior to any anniversary of the Closing Date, so long as Extension Notice and payment of the fee referred to in the following clause (ii): (i) each immediately prior to such extension and immediately after giving effect thereto, (A) no Default or Event of Default shall exist and (B) the representations and warranties contained in Section 7 made or deemed made by the Borrower and each other Loan Party in the other Credit Loan Documents to which any of them is a party, shall be true and correct in all material respects (or, to the extent qualified by materiality or Material Adverse Effect, in all respects) on and as of the date of such notice extension with the same force and as of the commencement date of the relevant Extension Period effect as if made on and as of each such date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (ii) no Default or Event of Default shall have occurred and be continuing on the date of such notice and as of the commencement date of the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from the Administrative Agent, notify the Borrowers and the Administrative Agent in writing of its election to extend or not to extend the Existing Maturity Date with respect to its Commitment. Any Lender which shall not timely notify the Borrowers and the Administrative Agent of its election to extend the Existing Maturity Date shall be deemed not to have elected to extend the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extension. (b) If and only if (i) one or more Lenders shall have agreed in writing during the 30 day period referred to in Section 2.8(a) to extend the Existing Maturity Date and (ii) the Borrowers shall have submitted except to the Administrative Agent, on the commencement date of the relevant Extension Period, a certificate of the Borrowers, substantially in the form of Exhibit 2.8(b) (the “Extension of Maturity Date Certificate”), stating extent that (x) the such representations and warranties made by each Borrower expressly relate solely to an earlier date (in or pursuant to the Credit Documents are which case such representations and warranties shall have been true and correct in all material respects (or, to the extent qualified by materiality or Material Adverse Effect, in all respects) on and as of the date thereof (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents; and (y) no Default or Event of Default by each Borrower has occurred and is continuing, then (Aii) the Commitments Borrower shall have paid to Administrative Agent for the ratable account of each of the Lenders other than Terminating Lenders a fee equal to 0.125% of the amount of the Total Term Loan Exposure on the effective date of the extension (which fee shall be fully earned on the “Continuing Lenders”, each a “Continuing Lender”) shall, subject to date the other provisions of this Credit Agreement, be extended to the Requested Maturity Date specified in Administrative Agent receives the Extension of Maturity Date Request from the Borrowers, and as to such Lenders the term “Maturity Date”, as used herein, shall on and after the date as of which the requested extension is effective mean such Requested Maturity Date, provided that if such date is not a Business Day, then such Requested Maturity Date shall be the next succeeding Business Day and (B) the Commitments and L/C Commitment share (if applicable) of the Terminating Lenders shall continue until the Existing Maturity Date and shall then terminate, and as to the Terminating Lenders, the term “Maturity Date”, as used herein, shall continue to mean the Existing Maturity Date. The Administrative Agent shall promptly notify (x) the Lenders of any Extension of Maturity Date Request, (y) the Lenders and the Borrowers of any extension of the Existing Maturity Date Notice pursuant to this Section 2.8 and (z) 2.19; provided that such fee shall cease to be fully earned if the Borrowers Extension Notice is revoked in accordance with this Section 2.19 and the Lenders extension of any Lender which becomes a Terminating Lender. (c) In the event that the Maturity Date shall have been extended for not occur). At any time prior to the Continuing Lenders in accordance with paragraph 2.8(b) above and, in connection with effectiveness of any such extension, there are Terminating Lendersupon the Administrative Agent’s request, the Borrowers may, at their own expense and in their sole discretion and prior to the Existing Maturity Date, require any Terminating Lender to transfer and assign its interests, rights and obligations under this Credit Agreement in accordance with Section 4.5 to an Eligible Assignee that Borrower shall assume such assigned obligations and that shall agree that its Commitment will expire on the Maturity Date in effect for Continuing Lenders; provided, however, that the Borrowers shall have given written notice deliver to the Administrative Agent a certificate from the chief executive officer or chief financial officer certifying the matters referred to in the case of an assignee that is not a Lender. Any such Eligible Assignee’s initial Maturity Date shall be the Maturity Date in effect for the Continuing Lenders at the time of such assignment. The Borrowers shall not be permitted to require a Lender to assign any part of its interests, rights immediately preceding clauses (i)(A) and obligations under this Credit Agreement pursuant to this Section 2.8(c) unless the Borrowers have notified such Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date. Any Eligible Assignee which becomes a Lender as a result of such an assignment made pursuant to this Section 2.8(c) shall be deemed to have consented to the applicable Extension of Maturity Date Request and, therefore, shall not be a Terminating Lender(i)(B). (d) Revolving Loans or L/C Obligations owing to any Terminating Lender on the Existing Maturity Date with respect to such Terminating Lender shall be repaid in full, with accrued interest and all other amounts then due and owing thereon, on the Existing Maturity Date with respect to such Terminating Lender.

Extension of Maturity Date. (a) On At any anniversary of time following the Closing Date date -------------------------- which is 60 days prior to the then current Maturity Date, the Maturity Date may be extended for one year at Borrower's and the Co-Borrowers' election with the written consent of all of the Banks (which may be withheld in the sole and absolute discretion of each Bank). Not earlier than 60 days prior to the then current Maturity Date, and provided that Borrower and the Co-Borrowers are then -------- in compliance with Section 7.1, Borrower and the Co-Borrowers may request to extend the then-applicable Maturity Date (the “Existing Maturity Date”) for an additional one-year period (an “Extension Period”) to the date that is one year after the Existing Maturity Date (the “Requested Maturity Date”); provided that the Borrowers may extend the Maturity Date for a maximum two (2) such Extension Periods. The Borrowers may make such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) deliver to the Administrative Agent not less than 30 days and not more than 90 days prior who will deliver to any anniversary each of the Closing Date, so long as (i) each Banks a written request for a one year extension of the Maturity Date together with a Certificate of a Responsible Official signed by a Senior Officer on behalf of Borrower and the Co-Borrowers stating that the representations and warranties contained in Section 7 Article 4 (other than representations and in the other Credit Documents shall be warranties which expressly speak as of ----- ---- a particular date or are no longer true and correct in all material respects as a result of a change which is not a violation of this Agreement) are true and correct on and as of the date of such notice Certificate. Within 30 days following the delivery of such Certificate, but in any event not sooner than 45 nor later than 15 days prior to the then current Maturity Date, each Bank shall notify the Administrative Agent whether (in its sole and absolute discretion) it consents to such request. Each Bank which fails to respond to any such request for extension shall be deemed to have refused to consent thereto. After receiving the notifications from all of the Banks or the expiration of such period, whichever is earlier, the Administrative Agent shall notify Borrower, the Co-Borrower and the Banks of the results thereof. If all of the Banks have consented to the extension then the Maturity Date shall be extended for 364 days, effective as of the commencement date then current Maturity Date. If Banks holding at least 66 2/3% of the relevant Extension Period as if made on and as of Commitment consent to the request for extension, but other Banks (each date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date"Non-Consenting Bank") and (ii) no Default or Event of Default shall have occurred and be continuing on the date of such notice and as of the commencement date of the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from notify the Administrative Agent, Agent that they will not consent to the request for extension (or fail to notify the Borrowers and the Administrative Agent in writing of its election their consent to extend or not to extend the Existing Maturity Date with respect to its Commitment. Any Lender which shall not timely notify the Borrowers extension), Borrower and the Administrative Agent Co-Borrowers may cause all of its election the Non-Consenting Banks to extend the Existing Maturity Date be removed as Banks under this Agreement pursuant to Section 11.27, provided that such removal shall be deemed not accomplished by assignment to have elected to extend the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extension. (b) If and only if (i) one or more Lenders shall have agreed in writing during the 30 day period referred -------- Eligible Assignees which are willing to in Section 2.8(a) to extend the Existing Maturity Date and (ii) the Borrowers shall have submitted consent to the Administrative Agent, on the commencement date request for extension and not by reduction of the relevant Extension Period, a certificate amount of the Borrowers, substantially in the form of Exhibit 2.8(b) (the “Extension of Maturity Date Certificate”), stating that (x) the representations and warranties made by each Borrower in or pursuant to the Credit Documents are true and correct in all material respects on and as of the date thereof (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (y) no Default or Event of Default by each Borrower has occurred and is continuing, then (A) the Commitments of the Lenders other than Terminating Lenders (the “Continuing Lenders”, each a “Continuing Lender”) shall, subject to the other provisions of this Credit Agreement, be extended to the Requested Maturity Date specified in the Extension of Maturity Date Request from the Borrowers, and as to such Lenders the term “Maturity Date”, as used herein, shall on and after the date as of which the requested extension is effective mean such Requested Maturity Date, provided that if such date is not a Business Day, then such Requested Maturity Date shall be the next succeeding Business Day and (B) the Commitments and L/C Commitment share (if applicable) of the Terminating Lenders shall continue until the Existing Maturity Date and shall then terminate, and as to the Terminating Lenders, the term “Maturity Date”, as used herein, shall continue to mean the Existing Maturity DateCommitment. The Administrative Agent shall promptly notify (x) the Lenders of any Extension of Maturity Date Request, (y) the Lenders and the Borrowers of any extension of the Existing Maturity Date pursuant to this Section 2.8 and (z) the Borrowers and the Lenders of any Lender which becomes a Terminating Lender. (c) In the event that sufficient Eligible Assignees can be identified to assume the Maturity Date shall have been extended Pro Rata Shares of the Non-Consenting Banks, then the request for the Continuing Lenders in accordance with paragraph 2.8(b) above and, in connection with such extension, there are Terminating Lenders, the Borrowers may, at their own expense and in their sole discretion and prior to the Existing Maturity Date, require any Terminating Lender to transfer and assign its interests, rights and obligations under this Credit Agreement in accordance with Section 4.5 to an Eligible Assignee that shall assume such assigned obligations and that shall agree that its Commitment will expire on the Maturity Date in effect for Continuing Lenders; provided, however, that the Borrowers shall have given written notice to the Administrative Agent in the case of an assignee that is not a Lender. Any such Eligible Assignee’s initial Maturity Date extension shall be granted with the Maturity Date in effect for the Continuing Lenders at the time of such assignment. The Borrowers shall not be permitted to require a Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 2.8(c) unless the Borrowers have notified such Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date. Any Eligible Assignee which becomes a Lender as a result of such an assignment made pursuant to this Section 2.8(c) shall be deemed to have consented to the applicable Extension of Maturity Date Request and, therefore, shall not be a Terminating Lenderset forth above. (d) Revolving Loans or L/C Obligations owing to any Terminating Lender on the Existing Maturity Date with respect to such Terminating Lender shall be repaid in full, with accrued interest and all other amounts then due and owing thereon, on the Existing Maturity Date with respect to such Terminating Lender.

Extension of Maturity Date. (a) On any The Borrower may, not later than 30 days, and not earlier than 60 days, prior to each applicable anniversary of the Closing Funding Date prior during the term of this Agreement (as may be extended from time to time pursuant to this Section 2.16) (the “Current Anniversary Date”), and not more than once in any calendar year with respect to each Facility, from time to time request that the Maturity Date, Date in respect of the Borrowers may request to extend Tranche A2 Facility and/or the Tranche A3 Facility for all Eligible Lenders (as defined below) under such Facility be extended for a period of one year from the then-applicable Maturity Date (by delivering to the “Existing Maturity Date”) for Administrative Agent a copy of an additional one-year period extension request signed by the Borrower (an “Extension PeriodRequest”) to in substantially the date that is one year after the Existing Maturity Date (the “Requested Maturity Date”)form of Exhibit H hereto; provided that the Borrowers may extend the Maturity Date for a maximum two (2) such Extension Periods. The Borrowers may make such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) to the Administrative Agent not less than 30 days and not more than 90 days prior to any anniversary of the Closing date of any such extension of the applicable Maturity Date, so long as (i) each of the representations and warranties of the Borrower contained in Section 7 and in the other Credit Documents shall be true and Article IV are correct in all material respects (except those representations and warranties qualified by materiality, which shall be true and correct) on and as of the date of such notice and date, as of the commencement date of the relevant Extension Period as if though made on and as of each date (orsuch date, if except to the extent that any such representation and or warranty is expressly stated relates only to have been made as of a specific an earlier date, in which case it was correct in all material respects (except those representations and warranties qualified by materiality, which shall be true and correct) as of such specific earlier date) , and (ii) no Default or Event of Default shall have occurred and be continuing on the date of such notice and as of the commencement date of the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from the Administrative Agent, notify the Borrowers and the Administrative Agent in writing of its election to extend or not to extend the Existing Maturity Date with respect to its Commitment. Any Lender which shall not timely notify the Borrowers and the Administrative Agent of its election to extend the Existing Maturity Date shall be deemed not to have elected to extend the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extension. (b) If and only if (i) one or more Lenders shall have agreed in writing during the 30 day period referred to in Section 2.8(a) to extend the Existing Maturity Date and (ii) the Borrowers shall have submitted to the Administrative Agent, on the commencement date of the relevant Extension Period, a certificate of the Borrowers, substantially in the form of Exhibit 2.8(b) (the “Extension of Maturity Date Certificate”), stating that (x) the representations and warranties made by each Borrower in or pursuant to the Credit Documents are true and correct in all material respects on and as of the date thereof (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (y) no Default or Potential Event of Default by each Borrower has occurred and is continuing, then (A) the Commitments of the Lenders other than Terminating Lenders (the “Continuing Lenders”, each a “Continuing Lender”) shall, subject to the other provisions of this Credit Agreement, be extended to the Requested Maturity Date specified in the Extension of Maturity Date Request from the Borrowers, and as to such Lenders the term “Maturity Date”, as used herein, shall on and after the date as of which the requested extension is effective mean such Requested Maturity Date, provided that if such date is not a Business Day, then such Requested Maturity Date shall be the next succeeding Business Day and (B) the Commitments and L/C Commitment share (if applicable) of the Terminating Lenders shall continue until the Existing Maturity Date and shall then terminate, and as to the Terminating Lenders, the term “Maturity Date”, as used herein, shall continue to mean the Existing Maturity Date. The Administrative Agent shall promptly notify each Appropriate Lender of its receipt of such Extension Request. (xb) On or prior to the Lenders of any Extension of Maturity Date Requestfifteenth day (the “Determination Date”) prior to the Current Anniversary Date, (y) each Eligible Lender shall notify the Lenders Administrative Agent and the Borrowers Borrower of any extension of its willingness or unwillingness to consent to the Existing Maturity Date pursuant applicable Extension Request. Any Eligible Lender that shall fail to this Section 2.8 and (z) so notify the Borrowers Administrative Agent and the Lenders of any Lender which becomes a Terminating LenderBorrower, on or prior to the Determination Date, shall be deemed to have declined to so extend. (c) In the event that the Maturity Date shall have been extended for the Continuing Lenders in accordance with paragraph 2.8(b) above andthat, in connection with such extension, there are Terminating Lenders, the Borrowers may, at their own expense and in their sole discretion and on or prior to the Existing Maturity Determination Date, require any Terminating Lender Eligible Lenders holding more than 50% of the aggregate principal amount of the Advances of all Eligible Lenders then in effect in respect of the applicable Facility shall consent to transfer such extension (each such Lender, a “Consenting Lender”; each such event, an “Extension Approval”), the Administrative Agent shall so advise the Appropriate Lenders and assign its interests, rights the Borrower and obligations under this Credit Agreement in accordance with Section 4.5 to an Eligible Assignee that shall assume such assigned obligations and that shall agree that its Commitment will expire on the Maturity Date in effect for Continuing Lenders; provided, however, that respect of the Borrowers applicable Facility shall have given written notice be extended to the Administrative Agent date indicated in the case of an assignee that Extension Request with respect to such Consenting Lenders. Thereafter, (i) for each Consenting Lender, the term “Maturity Date” with respect to its Advances under the applicable Facility as used herein and in any promissory note executed and delivered by the Borrower pursuant to Section 2.14 hereof, shall at all times refer to such date indicated in the applicable Extension Request, unless it is not a Lender. Any such Eligible Assignee’s initial Maturity Date shall be the Maturity Date in effect for the Continuing Lenders at the time of such assignment. The Borrowers shall not be permitted to require a Lender to assign any part of its interests, rights and obligations under this Credit Agreement later extended pursuant to this Section 2.8(c2.16, and (ii) unless for each Lender that is not an Eligible Lender or a Consenting Lender (each such Lender, a “Non-Extending Lender”), the Borrowers have notified such Lender of their intention term “Maturity Date” with respect to require its Advances under the assignment thereof applicable Facility shall at least ten days prior all times refer to the proposed assignment date. Any Eligible Assignee date which becomes a Lender as a result of such an assignment made pursuant to this Section 2.8(c) shall be deemed to have consented to was the applicable Extension of Maturity Date Request and, therefore, shall not be a Terminating Lender. (d) Revolving Loans or L/C Obligations owing to any Terminating Lender on the Existing Maturity Date with respect to such Terminating Facility then in effect prior to the delivery to the Administrative Agent of such Extension Request; provided that any Non-Extending Lender shall be repaid in full(including any direct or indirect assignee of any Non-Extending Lender) may, with accrued interest the written consent of the Borrower, elect at any time prior to the Maturity Date then applicable to its Advances to consent to the Borrower’s prior Extension Requests by delivering a written notice to such effect to the Borrower and all other amounts then due the Administrative Agent, and owing thereonupon the receipt by the Borrower and the Administrative Agent of such notice, on the Existing Maturity Date with respect to the applicable Advances of such Terminating LenderNon-Extending Lender shall be extended to the date indicated in the applicable Extension Requests and such Non-Extending Lender shall be deemed to be a Consenting Lender in respect of such prior Extension Requests for all purposes hereunder.

Extension of Maturity Date. The Maturity Date of this Note may be -------------------------- extended by Maker for two (a2) On any anniversary periods of one (1) year each (an "Extension Period") upon the written request of Maker given not less than sixty (60) days nor more than one hundred twenty (120) days prior to the then-effective Maturity Date to be extended, each such extension being subject to satisfaction of the Closing Date following: (1) Payment at the commencement of each applicable Extension Period by Maker of an extension fee equal to One Quarter of One percent (0.25%) of the principal amount of this Note; (2) Payment prior to the first day of each applicable Extension Period by Maker of any tax, together with penalties and interest thereon (if any) due to either the City of Alexandria or the Commonwealth of Virginia in connection with the Loan or any extension thereof; (3) The delivery by Maker to Payee of an extension agreement and such other documentation as Payee may reasonably require in connection therewith, all of which shall be in form and substance acceptable to Payee (including a modification of this Note to provide that the maximum amount of interest payable from the date of such modification shall not exceed the maximum amount payable under law in effect during the applicable Extension Period); (4) At the time of such notice and on the first day of the applicable Extension Period, there shall exist no uncured Event of Default under any of the Loan Documents ( as defined in the Deed of Trust); (5) Maker shall, if requested by ▇▇▇▇▇, deliver to Payee an opinion of counsel in form and substance acceptable to Payee, stating that, inter alia, the Loan Documents create valid and binding obligations of Maker and are enforceable in accordance with their terms, subject to customary qualifications; (6) Maker shall deliver to Payee an endorsement to or reissuance of the existing title insurance policy held by Payee in connection with the Loan, revising the effective date of the policy to the first day of the applicable Extension Period and stating that the coverage afforded thereby, or the agreements thereunder, shall not be adversely affected because of such extension; (7) An Appraisal having an effective date not earlier than sixty (60) days and delivered not later than thirty (30) days prior to the Maturity Date, the Borrowers may request to extend the then-applicable Maturity Date (the “Existing Maturity Date”) for an additional one-year period (an “Extension Period”) to the date that is one year after the Existing Maturity Date (the “Requested Maturity Date”); provided indicating that the Borrowers may extend the Maturity Date Loan to Value Test is satisfied; (8) The delivery by Maker to Payee of all financial information reasonably requested by ▇▇▇▇▇, as provided for a maximum two (2) such Extension Periods. The Borrowers may make such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(aDeed of Trust; (9) (the “Extension of Maturity Date Request”) to the Administrative Agent not less than 30 days and not more than 90 days prior to any anniversary of the Closing DateMaker shall pay, so long as (i) each of the representations and warranties contained in Section 7 and in the other Credit Documents shall be true and correct in all material respects on and as of the date of such notice and as of the commencement date of the relevant Extension Period as if made on and as of each date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (ii) no Default or Event of Default shall have occurred and be continuing on the date of such notice and as of the commencement date of the relevant Extension Period. Each Lender, acting in at its sole discretioncost and expense, shall, not later than a date 30 days after its receipt of any such notice from the Administrative Agent, notify the Borrowers and the Administrative Agent in writing of its election to extend or not to extend the Existing Maturity Date with respect to its Commitment. Any Lender which shall not timely notify the Borrowers and the Administrative Agent of its election to extend the Existing Maturity Date shall be deemed not to have elected to extend the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extension. (b) If and only if (i) one or more Lenders shall have agreed in writing during the 30 day period referred to in Section 2.8(a) to extend the Existing Maturity Date and (ii) the Borrowers shall have submitted to the Administrative Agent, on the commencement date of the relevant Extension Period, a certificate of the Borrowers, substantially in the form of Exhibit 2.8(b) (the “Extension of Maturity Date Certificate”), stating that (x) the representations and warranties made reasonable costs incurred by each Borrower in or pursuant to the Credit Documents are true and correct in all material respects on and as of the date thereof (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (y) no Default or Event of Default by each Borrower has occurred and is continuing, then (A) the Commitments of the Lenders other than Terminating Lenders (the “Continuing Lenders”, each a “Continuing Lender”) shall, subject to the other provisions of this Credit Agreement, be extended to the Requested Maturity Date specified in the Extension of Maturity Date Request from the Borrowers, and as to such Lenders the term “Maturity Date”, as used herein, shall on and after the date as of which the requested extension is effective mean such Requested Maturity Date, provided that if such date is not a Business Day, then such Requested Maturity Date shall be the next succeeding Business Day and (B) the Commitments and L/C Commitment share (if applicable) of the Terminating Lenders shall continue until the Existing Maturity Date and shall then terminate, and as to the Terminating Lenders, the term “Maturity Date”, as used herein, shall continue to mean the Existing Maturity Date. The Administrative Agent shall promptly notify (x) the Lenders of any Extension of Maturity Date Request, (y) the Lenders and the Borrowers of any extension of the Existing Maturity Date pursuant to this Section 2.8 and (z) the Borrowers and the Lenders of any Lender which becomes a Terminating Lender. (c) In the event that the Maturity Date shall have been extended for the Continuing Lenders in accordance with paragraph 2.8(b) above and, Payee in connection with such extension, there are Terminating Lendersincluding appraisal fees, the Borrowers mayinspection fees, at their own expense survey and survey recertification fees, reasonable legal fees, and fees for environmental studies and reports and such other professional services which Payee in their sole discretion and prior to the Existing Maturity Date, require any Terminating Lender to transfer and assign its interests, rights and obligations under this Credit Agreement in accordance with Section 4.5 to an Eligible Assignee that shall assume such assigned obligations and that shall agree that its Commitment will expire on the Maturity Date in effect for Continuing Lenders; provided, however, that the Borrowers shall have given written notice to the Administrative Agent in the case of an assignee that is not a Lender. Any such Eligible Assignee’s initial Maturity Date shall be the Maturity Date in effect for the Continuing Lenders good faith determines at the time such extension is requested are necessary to satisfy any Legal Requirement (as defined in the Deed of such assignment. The Borrowers Trust) and to protect the value of the Trust Property and Improvements; the payment by Maker of these costs and expenses shall not be permitted credited, in any way or to require a Lender to assign any part extent, against any portion of its interests, rights and obligations under the outstanding balance of this Credit Agreement pursuant to this Section 2.8(c) unless the Borrowers have notified such Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date. Any Eligible Assignee which becomes a Lender as a result of such an assignment made pursuant to this Section 2.8(c) shall be deemed to have consented to the applicable Extension of Maturity Date Request Note; and, therefore, shall not be a Terminating Lender. (d10) Revolving Loans or L/C Obligations owing to any Terminating Lender on Payee is satisfied that the Existing Maturity Date with respect to such Terminating Lender shall be repaid in full, with accrued interest and all other amounts then due and owing thereon, on the Existing Maturity Date with respect to such Terminating LenderExtension Test has been met.

Extension of Maturity Date. (a) On Subject to the following provisions, the initial Maturity Date set forth herein and any anniversary Maturity Date hereafter established in accordance with this Section 2.21 may be changed to a date not to exceed, in each case, the date 363 days after the effective date of the Closing Date change. By written notice to Administrative Agent delivered on or before November 15 of each year, Borrower may request a change to the then effective Maturity Date. Immediately upon receipt of such notice, the Administrative Agent shall deliver a copy to each Lender. After receipt of such notice and prior to the December 15 of such year, each Lender shall provide the Administrative Agent and the Borrower with a written consent or rejection of the Borrower's request. The decision whether to accept or reject the Borrower's request shall be made by each Lender in its sole discretion based on such information as it may deem necessary, and no Lender shall have any obligation to agree to any change in the Maturity Date. The failure of a Lender to respond to any such request shall be deemed a rejection of such request effective as of the applicable December 15. If with respect to a request of the Borrower under this Section 2.21, Lenders holding at least 50% of the Revolving Exposures and unused Commitments have agreed to the requested change to the Maturity Date and at least one or more of the Lenders is not willing to agree to a change in the Maturity Date, then on or before the Borrowers may request to extend the then-applicable Maturity Date (the “Existing then current Maturity Date”) for an additional one-year period (an “Extension Period”) to the date that is one year after the Existing Maturity Date (the “Requested Maturity Date”); provided that the Borrowers may extend the Maturity Date for a maximum two (2) such Extension Periods. The Borrowers may make such request in a , by notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) to the Administrative Agent not less than 30 days and not more than 90 days prior to any anniversary the Lenders, the Borrower may take either one or a combination of the Closing Date, so long as following actions: (i) terminate the Commitment of each of Lender that did not agree to the representations and warranties contained in Section 7 and change in the other Credit Documents Maturity Date (and the Total Commitment shall thereafter be true reduced accordingly) or (ii) require each such Lender to transfer and correct assign all its right, title, interest and obligations hereunder in all material respects accordance with Section 2.17 to one or more financial institutions, each as approved by the Borrower and the Administrative Agent. If a Lender's Commitment is terminated in accordance with this Section 2.21, (i) the Borrower shall on and as of the date of such notice and as of the commencement effective date of the relevant Extension Period as if made on termination, prepay to such Lender all Loans and as funded participation interests in Swingline Loans then held by such Lender together with accrued interest and Fees thereon and all other liquidated obligations owed to such Lender under the terms hereof (and thereupon, such Lender shall have no further obligation to make Loans or participate or fund participations in Swingline Loans or Letters of each date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific dateCredit) and (ii) no Default or Event of Default shall have occurred and be continuing on after giving effect to the date of such notice and as termination of the commencement date of Commitments that are being terminated in accordance with this Section 2.21, the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from the Administrative Agent, notify the Borrowers and the Administrative Agent in writing of its election to extend or not Lenders who have agreed to extend the Existing Maturity Date with respect to its Commitment. Any Lender which shall not timely notify will make appropriate assignments among themselves of the Borrowers and Loans outstanding hereunder in amounts sufficient so that after giving effect thereto, the Administrative Agent of its election to extend the Existing Maturity Date Loans shall be deemed not held by the remaining Lenders pro rata according to have elected to extend the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extensiontheir respective Applicable Percentages. (b) If and only if (i) one or more Lenders shall have agreed in writing during the 30 day period referred to in Section 2.8(a) to extend the Existing Maturity Date and (ii) the Borrowers shall have submitted to the Administrative Agent, on the commencement date of the relevant Extension Period, a certificate of the Borrowers, substantially in the form of Exhibit 2.8(b) (the “Extension of Maturity Date Certificate”), stating that (x) the representations and warranties made by each Borrower in or pursuant to the Credit Documents are true and correct in all material respects on and as of the date thereof (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (y) no Default or Event of Default by each Borrower has occurred and is continuing, then (A) the Commitments of the Lenders other than Terminating Lenders (the “Continuing Lenders”, each a “Continuing Lender”) shall, subject to the other provisions of this Credit Agreement, be extended to the Requested Maturity Date specified in the Extension of Maturity Date Request from the Borrowers, and as to such Lenders the term “Maturity Date”, as used herein, shall on and after the date as of which the requested extension is effective mean such Requested Maturity Date, provided that if such date is not a Business Day, then such Requested Maturity Date shall be the next succeeding Business Day and (B) the Commitments and L/C Commitment share (if applicable) of the Terminating Lenders shall continue until the Existing Maturity Date and shall then terminate, and as to the Terminating Lenders, the term “Maturity Date”, as used herein, shall continue to mean the Existing Maturity Date. The Administrative Agent shall promptly notify (x) the Lenders of any Extension of Maturity Date Request, (y) the Lenders and the Borrowers of any extension of the Existing Maturity Date pursuant to this Section 2.8 and (z) the Borrowers and the Lenders of any Lender which becomes a Terminating Lender. (c) In the event that the Maturity Date shall have been extended for the Continuing Lenders in accordance with paragraph 2.8(b) above and, in connection with such extension, there are Terminating Lenders, the Borrowers may, at their own expense and in their sole discretion and prior to the Existing Maturity Date, require any Terminating Lender to transfer and assign its interests, rights and obligations under this Credit Agreement in accordance with Section 4.5 to an Eligible Assignee that shall assume such assigned obligations and that shall agree that its Commitment will expire on the Maturity Date in effect for Continuing Lenders; provided, however, that the Borrowers shall have given written notice to the Administrative Agent in the case of an assignee that is not a Lender. Any such Eligible Assignee’s initial Maturity Date shall be the Maturity Date in effect for the Continuing Lenders at the time of such assignment. The Borrowers shall not be permitted to require a Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 2.8(c) unless the Borrowers have notified such Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date. Any Eligible Assignee which becomes a Lender as a result of such an assignment made pursuant to this Section 2.8(c) shall be deemed to have consented to the applicable Extension of Maturity Date Request and, therefore, shall not be a Terminating Lender. (d) Revolving Loans or L/C Obligations owing to any Terminating Lender on the Existing Maturity Date with respect to such Terminating Lender shall be repaid in full, with accrued interest and all other amounts then due and owing thereon, on the Existing Maturity Date with respect to such Terminating Lender.

Extension of Maturity Date. (a) On any anniversary After October 17, 2023, the Borrower may, on one occasion during the term of this Agreement, request an extension of the Closing Maturity Date for an additional one-year 756569245 11074672 period by submitting a request for extension (an “Extension Request”) to the Administrative Agent (which shall promptly advise each Lender) not more than 75 days or less than 30 days prior to the Maturity effective date of the proposed extension (the “Extension Effective Date”). In response to such request, each Lender shall, not later than 20 days prior to the applicable Extension Effective Date, notify the Borrowers may request Administrative Agent whether it is willing (in its sole and complete discretion) to extend the then-applicable scheduled Maturity Date (the “Existing Maturity Date”) for an additional one-year period (an “Extension Period”) and any Lender that fails to the date that is one year after the Existing Maturity Date (the “Requested Maturity Date”); provided that the Borrowers may extend the Maturity Date for a maximum two (2) give such Extension Periods. The Borrowers may make such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) to the Administrative Agent shall be deemed to have elected not less to extend the scheduled Maturity Date). The Administrative Agent will notify the Borrower of the Lenders’ decisions no later than 30 days and not more than 90 15 days prior to any anniversary such Extension Effective Date. If Lenders holding more than 50% of the Closing Commitments elect to extend the scheduled Maturity Date, so long as then on such Extension Effective Date the Commitments of such Lenders shall be extended for an additional one-year period; provided that (i) each of the no Default exists on such Extension Effective Date and (ii) all representations and warranties contained in Section 7 and in the other Credit Documents shall be are true and correct in all material respects on and such Extension Effective Date, as though made as of the date of such notice and as of the commencement date of the relevant Extension Period as if made on and as of each date Effective Date (or, if any such representation and or warranty is expressly stated to have been made as of a specific date, as of such specific date). No Lender shall be required to consent to any Extension Request and any Lender that elects, or is deemed to have elected, not to extend the scheduled Maturity Date (a “Declining Lender”) and (ii) no Default or Event of Default shall will have occurred and be continuing its Commitment terminated on the date of such notice and as of the commencement date of the relevant Extension Periodthen existing scheduled Maturity Date (without regard to any extension by other Lenders). Each LenderThe Borrower may, acting in at its sole discretionexpense and effort, shall, not later than a date 30 days after its receipt of upon notice to any such notice from Declining Lender and the Administrative Agent, notify the Borrowers and the Administrative Agent in writing of its election to extend or not to extend the Existing Maturity Date with respect to its Commitment. Any Lender which shall not timely notify the Borrowers and the Administrative Agent of its election to extend the Existing Maturity Date shall be deemed not to have elected to extend the Existing Maturity Date with respect to its Commitment (require any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectively, the “Terminating Lenders”). The election of any Declining Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extension. (b) If assign and only if (i) one or more Lenders shall have agreed in writing during the 30 day period referred to in Section 2.8(a) to extend the Existing Maturity Date and (ii) the Borrowers shall have submitted to the Administrative Agent, on the commencement date of the relevant Extension Period, a certificate of the Borrowers, substantially in the form of Exhibit 2.8(b) (the “Extension of Maturity Date Certificate”), stating that (x) the representations and warranties made by each Borrower in or pursuant to the Credit Documents are true and correct in all material respects on and as of the date thereof (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (y) no Default or Event of Default by each Borrower has occurred and is continuing, then (A) the Commitments of the Lenders other than Terminating Lenders (the “Continuing Lenders”, each a “Continuing Lender”) shall, subject to the other provisions of this Credit Agreement, be extended to the Requested Maturity Date specified in the Extension of Maturity Date Request from the Borrowers, and as to such Lenders the term “Maturity Date”, as used herein, shall on and after the date as of which the requested extension is effective mean such Requested Maturity Date, provided that if such date is not a Business Day, then such Requested Maturity Date shall be the next succeeding Business Day and (B) the Commitments and L/C Commitment share (if applicable) of the Terminating Lenders shall continue until the Existing Maturity Date and shall then terminate, and as to the Terminating Lenders, the term “Maturity Date”, as used herein, shall continue to mean the Existing Maturity Date. The Administrative Agent shall promptly notify (x) the Lenders of any Extension of Maturity Date Request, (y) the Lenders and the Borrowers of any extension of the Existing Maturity Date pursuant to this Section 2.8 and (z) the Borrowers and the Lenders of any Lender which becomes a Terminating Lender. (c) In the event that the Maturity Date shall have been extended for the Continuing Lenders in accordance with paragraph 2.8(b) above and, in connection with such extension, there are Terminating Lenders, the Borrowers may, at their own expense and in their sole discretion and prior to the Existing Maturity Date, require any Terminating Lender to transfer and assign delegate its interests, rights and obligations under this Credit Agreement in accordance with Section 4.5 to an Eligible Assignee that selected by the Borrower and willing to accept such assignment (in accordance with, and subject to, the restrictions and consents otherwise required for assignments generally). 1.f Section 2.9(a) is hereby amended to add the following sentence to the end thereof: (a) Notwithstanding the foregoing or anything in any Loan Document to the contrary, no more than 15 Letters of Credit may be issued and outstanding under this Agreement at any time. 1.g The first two sentences of Schedule 1 are hereby replaced with the following: The Applicable Margin for Term Benchmark Borrowings, ABR Borrowings, Letter of Credit fees and facility fees shall assume such assigned obligations and that shall agree that its Commitment will expire be determined in accordance with the table below based on the Maturity Date in effect for Continuing Lenders; providedSenior Debt Ratings. If the Senior Debt Ratings shall be changed, howeversuch change shall be effective as of the date that is three Business Days after the date on which it is first announced by the applicable Rating Agency, that the Borrowers irrespective of when notice of such change shall have given written notice been furnished by the Borrower to the Administrative Agent in and the case of an assignee that is not a Lender. Any such Eligible Assignee’s initial Maturity Date shall be the Maturity Date in effect for the Continuing Lenders at the time of such assignment. The Borrowers shall not be permitted to require a Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 2.8(c) unless Agreement or otherwise. Each change in the Borrowers have notified such Lender of their intention to require Applicable Margin shall apply during the assignment thereof at least ten days prior to period commencing on the proposed assignment date. Any Eligible Assignee which becomes a Lender as a result effective date of such an assignment made pursuant to this Section 2.8(c) shall be deemed to have consented to change and ending on the applicable Extension date immediately preceding the effective date of Maturity Date Request and, therefore, shall not be a Terminating Lenderthe next such change. (d) Revolving Loans or L/C Obligations owing to any Terminating Lender on the Existing Maturity Date 1. h Schedule 2.1 is hereby replaced with respect to such Terminating Lender shall be repaid in full, with accrued interest and all other amounts then due and owing thereon, on the Existing Maturity Date with respect to such Terminating Lender.Schedule 2.1 attached hereto

Extension of Maturity Date. The Borrower may, upon not less than 30 days’ (abut not more than 45 days’) On any notice prior to February 13, 2024 (the “Anniversary Date”) and each anniversary of the Closing Anniversary Date thereafter (each such anniversary, a “Current Anniversary Date”; and each such period prior to the Maturity Anniversary Date or a Current Anniversary Date, an “Election Period”) provide to the Borrowers may Administrative Agent a request (which shall notify each Lender of receipt of such request), to extend the then-applicable Maturity Date (the “Existing Maturity Date”) for an additional one-year period (an “Extension Period”) to measured from the date that is one year after the Existing Maturity Date (the “Requested then-current Maturity Date”); provided provided, that for the Borrowers may avoidance of doubt, the Borrower shall have the option to propose to extend the Maturity Date for a maximum two in any Election Period regardless of whether or not the Borrower opted to propose an extension in any prior Election Period. Each Lender shall endeavor to respond to such request, whether affirmatively or negatively (2) such Extension Periods. The Borrowers may make such request in a notice given as herein provided and substantially determination to be in the form attached hereto as Exhibit 2.8(a) (the “Extension sole discretion of Maturity Date Request”) such Lender), by notice to the Administrative Agent in writing not less than 30 20 days and (but not more than 90 30 days) prior to the Current Anniversary Date. The Administrative Agent shall, upon not less than 15 days’ notice prior to the Current Anniversary Date, notify the Borrower in writing of the Lenders’ decisions. No Maturity Date of any Lender shall be extended unless (i) by the date 20 days prior to any anniversary the Maturity Date then in effect Lenders having at least 50% in aggregate amount of the Closing Date, Commitments in effect at the time any such extension is requested shall have elected so long to extend their Commitments and (ii) the Administrative Agent shall have received a certificate signed by a Designated Officer dated as (i) each of such extension date in form and substance satisfactory to the Administrative Agent stating that the representations and warranties contained in Section 7 Article V and in the other Credit Documents shall be true and correct in all material respects on and as of the date of such notice and as of the commencement date of the relevant Extension Period as if made on and as of each date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (ii) no Default or Event of Default shall have occurred and be continuing on the date of such notice and as of the commencement date of the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from the Administrative Agent, notify the Borrowers and the Administrative Agent in writing of its election to extend or not to extend the Existing Maturity Date with respect to its Commitment. Any Lender which shall not timely notify the Borrowers and the Administrative Agent of its election to extend the Existing Maturity Date shall be deemed not to have elected to extend the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extension. (b) If and only if (i) one or more Lenders shall have agreed in writing during the 30 day period referred to in Section 2.8(a) to extend the Existing Maturity Date and (ii) the Borrowers shall have submitted to the Administrative Agent, on the commencement date of the relevant Extension Period, a certificate of the Borrowers, substantially in the form of Exhibit 2.8(b) (the “Extension of Maturity Date Certificate”), stating that (x) the representations and warranties made by each Borrower in or pursuant to the Credit Loan Documents are true and correct in all material respects on and as of the date thereof (or, if any such representation and warranty is expressly stated to have been made as of a specific date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such specific earlier date, and except that for purposes of this Section 2.12, the representations and warranties contained in Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (yb) of Section 6.01 and the representations and warranties contained in Section 5.06 shall be deemed to refer to the most recent financial statements furnished pursuant to subsection (b) of Section 6.01, and that no Default or Event of Default by each Borrower has occurred and is continuing, then (A) the Commitments of the Lenders other than Terminating Lenders (the “Continuing Lenders”, each a “Continuing Lender”) shall, subject to the other provisions of this Credit Agreement, be extended to the Requested Maturity Date specified in the Extension of Maturity Date Request from the Borrowers, and as to such Lenders the term “Maturity Date”, as used herein, shall on and after the date as of which the requested extension is effective mean such Requested Maturity Date, provided that if such date is not a Business Day, then such Requested Maturity Date shall be the next succeeding Business Day and (B) the Commitments and L/C Commitment share (if applicable) of the Terminating Lenders shall continue until the Existing Maturity Date and shall then terminate, and as to the Terminating Lenders, the term “Maturity Date”, as used herein, shall continue to mean the Existing Maturity Date. The Administrative Agent shall promptly notify (x) the Lenders of any Extension of Maturity Date Request, (y) the Lenders and the Borrowers of any extension of the Existing Maturity Date pursuant to this Section 2.8 and (z) the Borrowers and the Lenders of any Any Lender which becomes a Terminating Lender. (c) In the event that the Maturity Date shall have been extended for the Continuing Lenders in accordance with paragraph 2.8(b) above and, in connection with does not give such extension, there are Terminating Lenders, the Borrowers may, at their own expense and in their sole discretion and prior to the Existing Maturity Date, require any Terminating Lender to transfer and assign its interests, rights and obligations under this Credit Agreement in accordance with Section 4.5 to an Eligible Assignee that shall assume such assigned obligations and that shall agree that its Commitment will expire on the Maturity Date in effect for Continuing Lenders; provided, however, that the Borrowers shall have given written notice to the Administrative Agent in by the case of an assignee that is not a Lender. Any such Eligible Assignee’s initial Maturity Date shall be the Maturity Date in effect for the Continuing Lenders at the time of such assignment. The Borrowers shall not be permitted to require a Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 2.8(c) unless the Borrowers have notified such Lender of their intention to require the assignment thereof at least ten date 20 days prior to the proposed assignment date. Any Eligible Assignee which becomes a Lender as a result of such an assignment made pursuant to this Section 2.8(c) Maturity Date then in effect shall be deemed to have elected not to extend as requested, and the Commitment of each non-extending Lender shall terminate on its Maturity Date determined without giving effect to such requested extension. If any Lender does not consent to a request for an extension of the Maturity Date, or is deemed not to have consented to the applicable Extension of requested extension (each, a “Declining Lender”), and the Maturity Date Request andhas been extended for the other Lender(s) (the “Extending Lenders”), thereforethe Borrower may, prior to the end of the Current Anniversary Date, replace such Declining Lender in accordance with Section 10.13 with one or more Eligible Assignees or increase the Commitment of an Extending Lender, in an amount equal to the amount of the Commitments of the Declining Lenders, provided that, as provided in Section 2.13, the Extending Lenders shall not have the right to increase their Commitments ratably up to the amount of the Declining Lenders’ Commitments before the Borrower will be a Terminating Lenderpermitted to substitute any other financial institution for the Declining Lenders. (d) Revolving Loans or L/C Obligations owing to any Terminating Lender on the Existing Maturity Date with respect to such Terminating Lender shall be repaid in full, with accrued interest and all other amounts then due and owing thereon, on the Existing Maturity Date with respect to such Terminating Lender.

Extension of Maturity Date. (a) On any The Borrower has requested the ability to extend the Maturity Date. The Borrower acknowledges and agrees that the Banks have no agreement or obligation to extend the Maturity Date. Notwithstanding the foregoing, the Borrower and the Banks have agreed upon the following procedure with respect to requests by the Borrower to extend the Maturity Date: (i) The Borrower may request that the Banks extend the Maturity Date by one (1) year. If the Borrower desires to request that the Maturity Date be extended by one (1) year, the Borrower shall deliver written notice of such request to the Agent not earlier than the first anniversary of the Closing Date and not later than the date which is ninety (90) days prior to the Maturity Date, the Borrowers may request to extend the then-applicable then effective Maturity Date (the “Existing Maturity Date”) for an additional one-year period (an “"Extension Period”) to the date that is one year after the Existing Maturity Date (the “Requested Maturity Date”Request"); provided that the Borrowers may extend the Maturity Date for a maximum two (2) such Extension Periods. The Borrowers may make Agent shall provide a copy of such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) to the Administrative Agent not less than 30 days and not more than 90 days prior to any anniversary of the Closing Date, so long as (i) each of the representations and warranties contained in Section 7 and in Banks within ten (10) days after the other Credit Documents shall be true and correct in all material respects on and as of the date Agent's receipt of such notice and as notice. The Banks shall notify the Agent within forty-five (45) days of the commencement date of the relevant Extension Period as if made on and as of each date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (ii) no Default or Event of Default shall have occurred and be continuing on the date of such notice and as of the commencement date of the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from the Administrative AgentAgent of such Bank's approval or rejection of the Extension Request. No Extension Request shall be deemed approved unless approved by all of the Banks, which approval may be granted or withheld in each Bank's sole and absolute discretion. In the event that a Bank shall fail to respond in writing to the Agent within such forty-five (45) day period, such Bank shall be deemed to have rejected the Extension Request. The Agent shall promptly notify the Borrowers and Borrower of the Administrative Agent in writing of its election to extend or not to extend responses received from the Existing Maturity Date Banks with respect to its Commitment. Any Lender which shall not timely notify the Borrowers and Extension Request. (ii) If the Administrative Agent Extension Request is approved by all of its election to extend the Existing Maturity Date shall be deemed not to have elected to extend the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to Banks as a “Terminating Lender” and all such Lenders, collectivelyprovided in Section 2.8(a)(i), the “Terminating Lenders”Borrower shall retain the right to request further one (1) year extensions in the manner provided in this Section 2.8(a). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extension. (b) If and only if (i) one or more Lenders shall have agreed in writing during In the 30 day period referred to event that an Extension Request is approved as provided in Section 2.8(a) ), each and every such approval shall be conditioned upon satisfaction of the following conditions precedent, which terms shall be in addition to extend any terms and conditions which may be required by the Existing Maturity Date and (ii) the Borrowers shall have submitted Banks as a condition to the Administrative Agent, on the commencement date approval of the relevant Extension Period, a certificate of the Borrowers, substantially in the form of Exhibit 2.8(b) (the “Extension of Maturity Date Certificate”), stating that (x) the representations Request and warranties made by each Borrower in or pursuant must be satisfied prior to the Credit Documents are true and correct in all material respects on and as of the date thereof (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (y) no Default or Event of Default by each Borrower has occurred and is continuing, then (A) the Commitments of the Lenders other than Terminating Lenders (the “Continuing Lenders”, each a “Continuing Lender”) shall, subject to the other provisions of this Credit Agreement, be extended to the Requested Maturity Date specified in the Extension of Maturity Date Request from the Borrowers, and as to such Lenders the term “Maturity Date”, as used herein, shall on and after the date as of which the requested extension is effective mean such Requested Maturity Date, provided that if such date is not a Business Day, then such Requested Maturity Date shall be the next succeeding Business Day and (B) the Commitments and L/C Commitment share (if applicable) of the Terminating Lenders shall continue until the Existing Maturity Date and shall then terminate, and as to the Terminating Lenders, the term “Maturity Date”, as used herein, shall continue to mean the Existing Maturity Date. The Administrative Agent shall promptly notify (x) the Lenders of any Extension of Maturity Date Request, (y) the Lenders and the Borrowers effectiveness of any extension of the Existing Maturity Date pursuant to this Section 2.8 and (z) the Borrowers and the Lenders of any Lender which becomes a Terminating Lender.Date: (ci) In PAYMENT OF EXTENSION FEE. Within fifteen (15) days of approval of the Extension Request by all of the Banks (but in no event that later than the Maturity Date as determined without regard to such extension), the Borrower shall have been extended pay to the Agent for the Continuing Lenders PRO RATA accounts of the Banks in accordance with paragraph 2.8(b) above and, in connection with such extension, there are Terminating Lenders, the Borrowers may, at their own expense and in their sole discretion and prior to the Existing Maturity Date, require any Terminating Lender to transfer and assign its interests, rights and obligations under this Credit Agreement in accordance with Section 4.5 to respective Commitment Percentages an Eligible Assignee that shall assume such assigned obligations and that shall agree that its Commitment will expire on the Maturity Date in effect for Continuing Lenders; provided, however, that the Borrowers shall have given written notice to the Administrative Agent extension fee as more particularly described in the case of an assignee that is not a Lender. Any such Eligible Assignee’s initial Maturity Date shall Agreement Regarding Fees, which fee shall, when paid, be the Maturity Date in effect for the Continuing Lenders at the time of such assignment. The Borrowers shall not be permitted to require a Lender to assign fully earned and non-refundable under any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 2.8(c) unless the Borrowers have notified such Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date. Any Eligible Assignee which becomes a Lender as a result of such an assignment made pursuant to this Section 2.8(c) shall be deemed to have consented to the applicable Extension of Maturity Date Request and, therefore, shall not be a Terminating Lendercircumstances. (d) Revolving Loans or L/C Obligations owing to any Terminating Lender on the Existing Maturity Date with respect to such Terminating Lender shall be repaid in full, with accrued interest and all other amounts then due and owing thereon, on the Existing Maturity Date with respect to such Terminating Lender.

Extension of Maturity Date. (a) On any anniversary of the Closing Date prior to the Maturity Date1. Provided that no Default shall exist, the Borrowers Borrower may request to extend the then-applicable Maturity Date (the “Existing Maturity Date”) for an additional one-year period (an “Extension Period”) to the date that is one year after the Existing Maturity Date (the “Requested Maturity Date”); provided that the Borrowers may extend the Maturity Date be extended for a maximum two additional years (2) such Extension Periods. The Borrowers may make such request but in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) to the Administrative Agent not less than 30 days and not no event by more than 90 days prior to any anniversary of the Closing Date, so long as one year per request) by giving written notice thereof (i) each of the representations and warranties contained in Section 7 and in the other Credit Documents shall be true and correct in all material respects on and as of the date of such notice and as of the commencement date of the relevant Extension Period as if made on and as of each date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (ii) no Default or Event of Default shall have occurred and be continuing on the date of such notice and as of the commencement date of the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from the Administrative Agent, notify the Borrowers and the Administrative Agent in writing of its election to extend or not to extend the Existing Maturity Date with respect to its Commitment. Any Lender which shall not timely notify the Borrowers and the Administrative Agent of its election to extend the Existing Maturity Date shall be deemed not to have elected to extend the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectively, the “Terminating Lenders”"EXTENSION REQUEST"). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extension. (b) If and only if (i) one or more Lenders shall have agreed in writing during the 30 day period referred to in Section 2.8(a) to extend the Existing Maturity Date and (ii) the Borrowers shall have submitted to the Administrative Agent, on the commencement date of the relevant Extension Period, a certificate of the Borrowers, substantially in the form of Exhibit 2.8(b) M, to the Administrative Agent at any time (but in no event later than one year prior to the “Extension of then Maturity Date Certificate”in the case of the initial Extension Request) and, upon receipt of each such notice, the Administrative Agent shall promptly notify each Lender thereof. Subject to Section 2.15(b), stating that (x) the representations then current Maturity Date shall not be extended unless and warranties made by until each Borrower Lender, in or pursuant its sole and absolute discretion, shall have consented in writing to the Credit Documents are true and correct such request, in all material respects on and as of the date thereof (or, if any which event such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (y) no Default or Event of Default by each Borrower has occurred and is continuing, then (A) the Commitments of the Lenders other than Terminating Lenders (the “Continuing Lenders”, each a “Continuing Lender”) shall, subject to the other provisions of this Credit Agreement, current Maturity Date shall be extended to the Requested Maturity Date specified in the Extension of Maturity Date Request from the Borrowers, and as to such Lenders the term “Maturity Date”, as used herein, shall on and day which is one year after the date as of which the requested extension is effective mean such Requested then current Maturity Date, provided that PROVIDED THAT if such date day is not a Business Day, then such Requested then current Maturity Date shall be extended to the next succeeding immediately preceding Business Day and (B) Day. Subject to Section 2.15(b), in the Commitments and L/C Commitment share (if applicable) event that any Lender shall not have granted its consent to an Extension Request, the then current Maturity Date shall remain in effect. Each Lender shall respond to each Extension Request by no later than the 30th day following the date of the Terminating Lenders relevant Extension Request (each an "EXPIRATION DATE"), provided that each Lender which shall continue until have failed so to respond by such time shall be deemed not to have consented thereto. In the Existing Maturity Date and shall then terminate, and as event that any Lender declines to the Terminating Lendersgrant an Extension Request, the term “Maturity Date”, as used herein, shall continue to mean the Existing Maturity Date. The Administrative Agent shall promptly notify (x) the Lenders of any Extension of Maturity Date Request, (y) the Lenders and the Borrowers of any extension Borrower of the Existing name of each such Lender but the Administrative Agent shall have no liability for any delay in delivering, or any failure to deliver, such notice. 2. Notwithstanding any provision of Section 2.15(a) to the contrary, in the event that Lenders having Revolving Credit Commitment Amounts equal to or more than 66-2/3% of the Aggregate Revolving Credit Commitment Amount desire to extend the Maturity Date pursuant to this Section 2.8 2.15(a) (collectively, the "CONTINUING LENDERS"), the Borrower shall have the right, provided that no Default shall have occurred and (z) the Borrowers and the Lenders of be continuing, to replace or remove any Lender which becomes a Terminating Lender. (c) In the event that does not desire to extend the Maturity Date shall have been extended for (each a "NON-EXTENDING LENDER") by giving the Administrative Agent notice, no later than 20 days after the later of the relevant Expiration Date and the Borrower's receipt from the Administrative Agent of the names of Non-Extending Lenders, of its intent to extend the Maturity Date. On or prior to the then current Maturity Date, the Borrower shall, with respect to each Non-Extending Lender, either a. reduce the Aggregate Revolving Credit Commitment Amount to an amount equal to the Aggregate Revolving Credit Commitment Amounts of the Continuing Lenders in accordance with paragraph 2.8(b) above and, in connection with such extension, there are Terminating Lenders, the Borrowers may, at their own expense and in their sole discretion and prior pay or cause to the Existing Maturity Date, require any Terminating Lender to transfer and assign its interests, rights and obligations under this Credit Agreement in accordance with Section 4.5 to an Eligible Assignee that shall assume such assigned obligations and that shall agree that its Commitment will expire on the Maturity Date in effect for Continuing Lenders; provided, however, that the Borrowers shall have given written notice be paid to the Administrative Agent in the case of an assignee that is not a Lender. Any such Eligible Assignee’s initial Maturity Date shall be the Maturity Date in effect for the Continuing Lenders at the time account of such assignment. The Borrowers shall not be permitted Non-Extending Lender all principal, interest, fees and other amounts accrued or owing to require a such Non-Extending Lender to assign any part of its interestsunder the Loan Documents (in which case, rights and obligations under this Credit Agreement pursuant to this Section 2.8(c) unless the Borrowers have notified such Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date. Any Eligible Assignee which becomes a Lender as a result Commitment of such an assignment made pursuant to this Section 2.8(c) shall be deemed to have consented to the applicable Extension of Maturity Date Request and, therefore, shall not be a Terminating Lender. (d) Revolving Loans or L/C Obligations owing to any Terminating Lender on the Existing Maturity Date with respect to such Terminating Non-Extending Lender shall be repaid in fullautomatically terminate), with accrued interest and all other amounts then due and owing thereon, on the Existing Maturity Date with respect to or b. replace such Terminating Lender.Non-

Extension of Maturity Date. (a) On any anniversary The Borrower may, on no more than one occasion during the term of the Closing Date prior to the Maturity Datethis Agreement, the Borrowers may request to extend the then-applicable Maturity Date (the “Existing Maturity Date”) for an additional one-year period by written notice (an “Extension PeriodNotice”) to the date that is one year after the Existing Maturity Date (the “Requested Maturity Date”); provided that the Borrowers may extend the Maturity Date for a maximum two (2) such Extension Periods. The Borrowers may make such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) delivered to the Administrative Agent not less than 30 days and not more than 90 60 days prior to any the first or second anniversary of the Closing Effective Date, so long as request a one-year extension of the Maturity Date then in effect (the “Existing Maturity Date”) to be effective on such anniversary (the “Extension Effective Date”); provided that (i) each of no Default shall have occurred and be continuing on the Extension Effective Date, (ii) the representations and warranties contained set forth in Section 7 and in the other Credit Documents Article III hereof shall be true and correct in all material respects on and as of the date of Extension Effective Date, except where such notice and as of the commencement date of the relevant Extension Period as if made on and as of each date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (ii) no Default or Event of Default shall have occurred and be continuing on the date of such notice and as of the commencement date of the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from the Administrative Agent, notify the Borrowers and the Administrative Agent in writing of its election to extend or not to extend the Existing Maturity Date with respect to its Commitment. Any Lender which shall not timely notify the Borrowers and the Administrative Agent of its election to extend the Existing Maturity Date shall be deemed not to have elected to extend the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extension. (b) If and only if (i) one or more Lenders shall have agreed in writing during the 30 day period referred to in Section 2.8(a) to extend the Existing Maturity Date and (ii) the Borrowers shall have submitted to the Administrative Agent, on the commencement date of the relevant Extension Period, a certificate of the Borrowers, substantially in the form of Exhibit 2.8(b) (the “Extension of Maturity Date Certificate”), stating that (x) the representations and warranties made by each Borrower expressly relate to an earlier date, in or pursuant to the Credit Documents are which case such representations and warranties shall have been true and correct in all material respects on and as of the date thereof (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific earlier date, and (iii) the Administrative Agent shall have received a certificate, dated the Extension Effective Date and signed by a Vice President or a Financial Officer of the Borrower, confirming compliance with the conditions precedent set forth in clauses (i) and (yii) no Default or Event of Default by each Borrower has occurred and is continuing, then this paragraph (Aa). (b) the Commitments The effectiveness of any extension of the Lenders other than Terminating Lenders (Maturity Date shall require the “Continuing prior written consent of the Required Lenders”, each a “Continuing Lender”) shall, subject to Lender participating in such extension of the other provisions of this Credit Agreement, be extended to the Requested Maturity Date specified in the Extension of Maturity Date Request from the Borrowers, and as to such Lenders the term “Maturity Date”, as used herein, shall on and after the date as of which the requested extension is effective mean such Requested Maturity Date, provided that if such date is not a Business Day, then such Requested Maturity Date shall be and the next succeeding Business Day and (B) the Commitments and L/C Commitment share (if applicable) of the Terminating Lenders shall continue until the Existing Maturity Date and shall then terminate, and as to the Terminating Lenders, the term “Maturity Date”, as used herein, shall continue to mean the Existing Maturity DateAdministrative Agent. The Administrative Agent shall promptly notify (x) furnish a copy of the Lenders of any Extension of Maturity Date RequestNotice to each Lender, (y) and shall request that each Lender either agree or not agree to such extension no later than 10 days prior to the Lenders and requested Extension Effective Date. Any Lender not responding within the Borrowers of above time period shall be deemed not to have consented to such extension. The decision to agree or withhold agreement to any extension of the Existing Maturity Date pursuant to this Section 2.8 and (z) hereunder shall be at the Borrowers and the Lenders sole discretion of each Lender. The Revolving Commitment of any Lender which becomes a Terminating Lender. (c) In the event that has declined to agree to any requested extension of the Maturity Date (a “Non-Consenting Lender”) shall have been extended for the Continuing Lenders in accordance with paragraph 2.8(b) above and, in connection with such extension, there are Terminating Lenders, the Borrowers may, at their own expense and in their sole discretion and prior to terminate on the Existing Maturity Date, require and the principal amount of any Terminating outstanding Loans made by such Lender, together with any accrued interest thereon, and any accrued fees and other amounts payable to or for the account of such Lender to transfer and assign its interestshereunder, rights and obligations under this Credit Agreement in accordance with Section 4.5 to an Eligible Assignee that shall assume such assigned obligations and that shall agree that its Commitment will expire on the Maturity Date in effect for Continuing Lenders; provided, however, that the Borrowers shall have given written notice to the Administrative Agent in the case of an assignee that is not a Lender. Any such Eligible Assignee’s initial Maturity Date shall be the Maturity Date in effect for the Continuing Lenders at the time of such assignment. The Borrowers shall not be permitted to require a Lender to assign any part of its interests, rights due and obligations under this Credit Agreement pursuant to this Section 2.8(c) unless the Borrowers have notified such Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date. Any Eligible Assignee which becomes a Lender as a result of such an assignment made pursuant to this Section 2.8(c) shall be deemed to have consented to the applicable Extension of Maturity Date Request and, therefore, shall not be a Terminating Lender. (d) Revolving Loans or L/C Obligations owing to any Terminating Lender payable on the Existing Maturity Date Date, and such Non-Consenting Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.13, 2.14, 2.15 and 9.03 with respect to such Terminating facts and circumstances occurring prior to the date it ceased being a party. Notwithstanding the foregoing provisions of this paragraph, the Borrower shall have the right, prior to an Extension Effective Date, pursuant to, and in accordance with, Section 2.17(b), to replace a Non-Consenting Lender shall be repaid in full, with accrued interest and all a Lender or other amounts then due and owing thereon, on financial institution that will agree to an extension of the Existing Maturity Date with respect to such Terminating LenderDate.

Extension of Maturity Date. Reduction of Commitments (a) On any anniversary so extended subject to the payment by Borrower to the Agent, within 10 days following notice of such consent to Borrower, of an extension fee as may be determined by such consenting Banks. Each such extension fee shall be for the account of the Closing Date prior to consenting Banks, based upon their pro-rata shares of the Maturity DateCommitments. If written consent is not so given by the Required Banks, the Borrowers may request to extend the then-applicable Maturity Date (the “Existing Maturity Date”) for an additional one-year period (an “Extension Period”) to the date that is one year after the Existing Maturity Date (the “Requested Maturity Date”); provided that the Borrowers may extend no extension of the Maturity Date for a maximum two (2) such Extension Periods. The Borrowers may make such shall occur, but the request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) to the Administrative Agent not less than 30 days and not more than 90 days prior to therefor can be renewed at any anniversary of the Closing future Anniversary Date, so long as (i) each of the representations and warranties contained in Section 7 and in the other Credit Documents shall be true and correct in all material respects on and as of the date of such notice and as of the commencement date of the relevant Extension Period as if made on and as of each date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (ii) no Default or Event of Default shall have occurred and be continuing on the date of such notice and as of the commencement date of the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from the Administrative Agent, notify the Borrowers and the Administrative Agent in writing of its election to extend or not to extend the Existing Maturity Date with respect to its Commitment. Any Lender which shall not timely notify the Borrowers and the Administrative Agent of its election to extend the Existing Maturity Date shall be deemed not to have elected to extend the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extension. (b) If and only if (i) one or more Lenders shall have agreed in writing during In the 30 day period referred to in Section 2.8(a) event that a request to extend the Existing a Maturity Date and under clause (ii) a), above, is approved by the Borrowers shall have submitted to the Administrative Agent, on the commencement date Required Banks but less than all of the relevant Extension PeriodBanks, a certificate of the Borrowers, substantially in the form of Exhibit 2.8(b) (the “Extension of Maturity Date Certificate”), stating that (x) the representations and warranties made by each Borrower in or pursuant to the Credit Documents are true and correct in all material respects on and as of the date thereof (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (y) no Default or Event of Default by each Borrower has occurred and is continuing, then (A) the Commitments of the Lenders other than Terminating Lenders (the “Continuing Lenders”, each a “Continuing Lender”) shallthen, subject to clause (c), below, the other provisions portion of this Credit Agreement, be extended the Commitments attributable to the Requested Maturity Date specified in the Extension of Maturity Date Request from the Borrowers, and as Banks that did not grant consent to such Lenders extension (each, a "Non-Consenting Bank") shall terminate on the term “Prior Maturity Date”, as used herein, shall on and after the date as of which the requested extension is effective mean such Requested Maturity Date, provided that if such date is not a Business Day, then such Requested Maturity Date shall be the next succeeding Business Day and (B) the Commitments and L/C Commitment share (if applicable) of the Terminating Lenders shall continue until the Existing Maturity Date and shall then terminate, and as to the Terminating Lenders, the term “Maturity Date”, as used herein, shall continue to mean the Existing Maturity Date. The Administrative Agent shall promptly notify (x) the Lenders of any Extension of Maturity Date Request, (y) the Lenders and the Borrowers of any extension of the Existing Maturity Date pursuant to this Section 2.8 and (z) the Borrowers and the Lenders of any Lender which becomes a Terminating Lender. (c) In the event that a portion of the Commitments are to be terminated on a Prior Maturity Date shall have been extended for pursuant to the Continuing Lenders in accordance with paragraph 2.8(b) above andterms of clause (b), in connection with such extensionabove, there are Terminating Lenders, the Borrowers Borrower may, at their own expense and in their sole discretion and any time until six (6) months prior to the Existing Prior Maturity Date, require have the right to arrange for one or more Persons that are either existing Banks or Eligible Assignees (each, for these purposes, a "New Bank") and that (if not an existing Bank) are approved by the Agent (which approval shall not be unreasonably withheld) purchase all (but not part) of any Terminating Lender Non-Consenting Bank's then outstanding Advances, its Notes and its participation interest in outstanding Letters of Credit, and assume its Pro Rata Share of the Commitments and its obligations hereunder. Upon the agreement in writing by one or more New Banks, the Non-Consenting Bank shall be required to transfer and assign its interestsPro Rata Share of the Commitments, rights together with the Indebtedness then evidenced by its Notes and obligations under this Credit Agreement its participation interest in outstanding Letters of Credit, to the New Bank or New Banks in accordance with Section 4.5 11.8. On the date of any such assignment, the Non-Consenting Bank which is being so replaced shall cease to an Eligible Assignee that be a "Bank" for all purposes of this Agreement and shall assume receive (i) from the New Bank or New Banks the principal amount of its Advances then outstanding and (ii) from Borrower all interest and fees accrued and then unpaid with respect to such assigned obligations Advances, together with any other amounts then payable to such Bank by Borrower. In the event the Non-Consenting Bank is also the Issuing Bank, then the New Bank shall become the Issuing Bank for all purposes of this Agreement and that shall agree that its Commitment will expire on either (at the Maturity Date in effect for Continuing Lenders; providedNon-Consenting Bank's election, however, that the Borrowers shall have given written notice subject to the Administrative approval of Borrower, the Agent and the New Bank (which approvals shall not be unreasonably withheld) and, in the case of an assignee that is not a Lenderclause (A) below, the approval of the applicable Letter of Credit beneficiaries) (A) issue new letters of credit to replace the outstanding Letters of Credit issued by the Non-Consenting Bank, or (B) issue new letters of credit to the Non-Consenting Bank in support of the outstanding Letters of Credit issued by the Non-Consenting Bank, whereupon such outstanding Letters of Credit shall no longer be considered "Letters of Credit" under this Agreement, and such new letters of credit shall be considered Letters of Credit for all purposes of this Agreement (including the participation therein by the other Banks pursuant to Section 2.12). Any such Eligible Assignee’s initial Maturity Date shall be the Maturity Date in effect for the Continuing Lenders at the time of such assignment. The Borrowers shall not be permitted to require purchase -32- by a Lender to assign any part of its interests, rights and obligations under this Credit Agreement New Bank pursuant to this Section 2.8(c) unless the Borrowers have notified such Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date. Any Eligible Assignee which becomes a Lender as a result of such an assignment made pursuant to this Section 2.8(cclause (c) shall be deemed further evidenced by a revised version of Schedule 1.1 hereto prepared by the Agent and delivered to have consented Borrower and each of the Banks and replacement Notes delivered by Borrower to the Agent for distribution to the applicable Extension of Maturity Date Request and, therefore, shall not be a Terminating LenderBanks in exchange for the corresponding existing Notes. (d) Revolving Loans or L/C Obligations owing to any Terminating Lender on the Existing Maturity Date with respect to such Terminating Lender shall be repaid in full, with accrued interest and all other amounts then due and owing thereon, on the Existing Maturity Date with respect to such Terminating Lender.

Extension of Maturity Date. (a) On any anniversary of the Closing Date Not earlier than 90 days prior to the Maturity Dateto, the Borrowers may request to extend the then-applicable Maturity Date (the “Existing Maturity Date”) for an additional one-year period (an “Extension Period”) to the date that is one year after the Existing Maturity Date (the “Requested Maturity Date”); provided that the Borrowers may extend nor later than 30 days prior to, the Maturity Date for a maximum two (2) such Extension Periods. The Borrowers may make such request in a set forth herein, the Borrower may, upon notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) to the Administrative Agent not less than 30 days and not more than 90 days prior to any anniversary (which shall promptly notify the Lenders), request a one-year extension of the Closing Maturity Date then in effect. (b) The Maturity Date shall be extended only if no Default has occurred and is continuing under the Loan Documents. If so extended, the Maturity Date shall be extended to the same date in the following year effective as of the Maturity Date then in effect (such existing Maturity Date being the “Extension Effective Date”). The Administrative Agent and the Borrower shall promptly confirm to the Lenders such extension and the Extension Effective Date. As a condition precedent to such extension, so long the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Extension Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) each certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such extension and (ii) in the case of the Borrower, certifying that, before and after giving effect to such extension, (A) the representations and warranties contained in Section 7 Article VI and in the other Credit Loan Documents shall be are true and correct in all material respects on and as of the date of Extension Effective Date, except to the extent that such notice representations and as of the commencement date of the relevant Extension Period as if made on and as of each date (or, if any such representation and warranty is expressly stated warranties specifically refer to have been made as of a specific an earlier date, in which case they are true and correct as of such specific earlier date) , and (ii) no Default or Event except that for purposes of Default shall have occurred and be continuing on the date of such notice and as of the commencement date of the relevant Extension Period. Each Lenderthis Section 2.14, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from the Administrative Agent, notify the Borrowers and the Administrative Agent in writing of its election to extend or not to extend the Existing Maturity Date with respect to its Commitment. Any Lender which shall not timely notify the Borrowers and the Administrative Agent of its election to extend the Existing Maturity Date shall be deemed not to have elected to extend the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extension. (b) If and only if (i) one or more Lenders shall have agreed in writing during the 30 day period referred to in Section 2.8(a) to extend the Existing Maturity Date and (ii) the Borrowers shall have submitted to the Administrative Agent, on the commencement date of the relevant Extension Period, a certificate of the Borrowers, substantially in the form of Exhibit 2.8(b) (the “Extension of Maturity Date Certificate”), stating that (x) the representations and warranties made by each Borrower contained in or pursuant to the Credit Documents are true and correct in all material respects on and as of the date thereof subsections (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific datea) and (yb) no Default or Event of Default by each Borrower has occurred and is continuing, then (A) the Commitments of the Lenders other than Terminating Lenders (the “Continuing Lenders”, each a “Continuing Lender”) shall, subject Section 6.5 shall be deemed to refer to the other provisions most recent statements furnished pursuant to subsections (a) and (b), respectively, of this Credit AgreementSection 7.1, be extended to the Requested Maturity Date specified in the Extension of Maturity Date Request from the Borrowers, and as to such Lenders the term “Maturity Date”, as used herein, shall on and after the date as of which the requested extension is effective mean such Requested Maturity Date, provided that if such date is not a Business Day, then such Requested Maturity Date shall be the next succeeding Business Day and (B) the Commitments and L/C Commitment share (if applicable) of the Terminating Lenders shall continue until the Existing Maturity Date and shall then terminate, and as to the Terminating Lenders, the term “Maturity Date”, as used herein, shall continue to mean the Existing Maturity Date. The Administrative Agent shall promptly notify (x) the Lenders of any Extension of Maturity Date Request, (y) the Lenders and the Borrowers of any extension of the Existing Maturity Date pursuant to this Section 2.8 and (z) the Borrowers and the Lenders of any Lender which becomes a Terminating Lenderno Default exists. (c) In the event that the Maturity Date shall have been extended for the Continuing Lenders in accordance with paragraph 2.8(b) above and, in connection with such extension, there are Terminating Lenders, the Borrowers may, at their own expense and in their sole discretion and prior As an additional condition precedent to the Existing extension of the Maturity Date, require any Terminating Lender to transfer and assign its interests, rights and obligations under this Credit Agreement in accordance with Section 4.5 to an Eligible Assignee that the Borrower shall assume such assigned obligations and that shall agree that its Commitment will expire on the Maturity Date in effect for Continuing Lenders; provided, however, that the Borrowers shall have given written notice pay to the Administrative Agent in the case of an assignee that is not a Lender. Any such Eligible Assignee’s initial Maturity Date shall be the Maturity Date in effect for the Continuing benefit of the Lenders at an extension fee of 25 basis points on the time of such assignment. The Borrowers shall not be permitted to require a Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 2.8(c) unless the Borrowers have notified such Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date. Any Eligible Assignee which becomes a Lender as a result of such an assignment made pursuant to this Section 2.8(c) shall be deemed to have consented to the then applicable Extension of Maturity Date Request and, therefore, shall not be a Terminating LenderAggregate Commitments. (d) Revolving Loans This Section shall supersede any provisions in Section 2.13 or L/C Obligations owing Section 11.1 to any Terminating Lender on the Existing Maturity Date with respect to such Terminating Lender shall be repaid in full, with accrued interest and all other amounts then due and owing thereon, on the Existing Maturity Date with respect to such Terminating Lendercontrary.

Extension of Maturity Date. (a) On any anniversary of the Closing Date prior Subject to the Maturity Dateterms of this Section 2.14, the Borrowers Borrower may request to require that each Lender extend the then-applicable existing Maturity Date (the “"Existing Maturity Date”") of such Lender's Commitment for an additional one-period of one (1) year period (an “Extension Period”) to the date that is one year after from the Existing Maturity Date (the “Requested Maturity Date”); provided that the Borrowers . The Borrower may extend the Maturity Date for a maximum require up to two (2) such one-year extensions (each, an "Extension Periods. Period"), provided that the following conditions have been satisfied with respect to each such Extension Period: (i) The Borrowers may make such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) Borrower shall notify (the “"Extension Notice") the Administrative Agent of the Borrower's exercise of such option between sixty (60) and one hundred twenty (120) days prior to the Existing Maturity Date; (ii) No Default or Event of Default exists as of the date of the Extension Notice or as of the Existing Maturity Date Request”or would result from the extension of the Maturity Date for the Extension Period; (iii) Each Loan Party shall deliver to the Administrative Agent not less than 30 days and not more than 90 days prior to any anniversary a certificate of its Responsible Officer, dated the Closing Existing Maturity Date, so long as (i) each of certifying that the representations and warranties of such Loan Party contained in Section 7 this Agreement and in the each other Credit Documents shall be Loan Document are true and correct in all material respects on and as of the date of such notice extension and after giving effect thereto, as of the commencement date of the relevant Extension Period as if though made on and as of each such date (or, if any such representation and or warranty is expressly stated to have been made as of a specific date, as of such specific date) and (ii) no Default ); provided, however, that if any representation or Event of Default shall have occurred and be continuing on the date of such notice and as of the commencement date of the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not later than warranty is qualified by a date 30 days after its receipt of any such notice from the Administrative Agent, notify the Borrowers and the Administrative Agent in writing of its election to extend or not to extend the Existing Maturity Date with respect to its Commitment. Any Lender which shall not timely notify the Borrowers and the Administrative Agent of its election to extend the Existing Maturity Date shall be deemed not to have elected to extend the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extension. (b) If and only if (i) one or more Lenders shall have agreed in writing during the 30 day period referred to in Section 2.8(a) to extend the Existing Maturity Date and (ii) the Borrowers shall have submitted to the Administrative Agent, on the commencement date of the relevant Extension Period, a certificate of the Borrowers, substantially in the form of Exhibit 2.8(b) (the “Extension of Maturity Date Certificate”), stating that (x) the representations and warranties disclosure made by each the Borrower in or pursuant to after the Credit Documents are true and correct in all material respects on and as of the date thereof (orClosing Date, if any such representation and warranty must be true and correct notwithstanding such disclosure unless such disclosure is expressly stated to have been made accepted by the Administrative Agent (on behalf of, and with the consent of, the Required Lenders) in writing; (iv) The Aggregate Commitments as of a specific date, as of such specific date) and (y) no Default or Event of Default by each Borrower has occurred and is continuing, then (A) the Commitments of the Lenders other than Terminating Lenders (the “Continuing Lenders”, each a “Continuing Lender”) shall, subject to the other provisions of this Credit Agreement, be extended to the Requested Maturity Date specified in the Extension of Maturity Date Request from the Borrowers, and as to such Lenders the term “Maturity Date”, as used herein, shall on and after the date as of which the requested extension is effective mean such Requested Maturity Date, provided that if such date is not a Business Day, then such Requested Maturity Date shall be the next succeeding Business Day and (B) the Commitments and L/C Commitment share (if applicable) of the Terminating Lenders shall continue until the Existing Maturity Date and shall then terminate, and as to the Terminating Lenders, the term “Maturity Date”, as used herein, shall continue to mean the Existing Maturity Date. The Administrative Agent shall promptly notify (x) the Lenders of any Extension of Maturity Date Request, (y) the Lenders and the Borrowers of any extension of the Existing Maturity Date pursuant to this Section 2.8 and do not exceed sixty-five percent (z65%) of the Borrowers and aggregate Appraised Values of the Lenders of any Lender Borrowing Base Properties, which becomes Appraised Value shall be based on the "as is" value established by a Terminating Lender. new Appraisal for each Borrowing Base Property obtained by the Administrative Agent not more than sixty (c60) In the event that the Maturity Date shall have been extended for the Continuing Lenders in accordance with paragraph 2.8(b) above and, in connection with such extension, there are Terminating Lenders, the Borrowers may, at their own expense and in their sole discretion and days prior to the Existing Maturity Date, require any Terminating Lender such Appraisal to transfer be at the Borrower's expense and assign its interests, rights and obligations under this Credit Agreement in accordance with Section 4.5 to an Eligible Assignee that shall assume such assigned obligations and that shall agree that its Commitment will expire on the Maturity Date in effect for Continuing Lenders; provided, however, that the Borrowers shall have given written notice reasonably satisfactory to the Administrative Agent in all respects; (v) The Debt Service Coverage Ratio (based on projections delivered by the case Borrower of an assignee that is not a Lender. Any such Eligible Assignee’s initial Maturity Date shall be Operating Expenses and Operating Income of all of the Maturity Date in effect Borrowing Base Properties for the Continuing Lenders at the time of such assignment. The Borrowers shall not be permitted to require a Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 2.8(ctwelve (12) unless the Borrowers have notified such Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date. Any Eligible Assignee which becomes a Lender as a result of such an assignment made pursuant to this Section 2.8(c) shall be deemed to have consented to the applicable Extension of Maturity Date Request and, therefore, shall not be a Terminating Lender. (d) Revolving Loans or L/C Obligations owing to any Terminating Lender on full calendar month period following the Existing Maturity Date with respect to such Terminating Lender shall be repaid in full, with accrued interest and all other amounts then due and owing thereon, on the outstanding Aggregate Commitments as of the Existing Maturity Date Date) shall be equal to or greater than 1.25:1.00; (vi) If required by the Administrative Agent, the Administrative Agent shall have received the results of any judgment and lien searches required and ordered by the Administrative Agent (at no cost to the Borrower); (vii) As of the date of the Extension Notice, and as of the Existing Maturity Date, the Borrower and each Credit Facility Guarantor shall be in compliance with respect its limitations on Indebtedness under Section 7.03 and a Responsible Officer of the Borrower and each Credit Facility Guarantor shall have delivered to the Administrative Agent a certificate to such Terminating Lendereffect; (viii) Whether or not the extension becomes effective, the Borrower shall pay all reasonable out-of-pocket costs and expenses incurred by the Administrative Agent and the Lenders in connection with the proposed extension (pre- and post-closing), including Appraisal fees and reasonable legal fees; all such costs and expenses shall be due and payable within ten (10) days of demand, and any failure to pay such amounts shall constitute a Default under this Agreement and the Loan Documents; (ix) Not later than the Existing Maturity Date, (i) the extension shall have been documented to the Lenders' reasonable satisfaction and consented to by each Loan Party, the Administrative Agent and all the Lenders, including the execution and delivery by each Guarantor of reaffirmations of their respective obligations under each Guaranty, (ii) each Credit Facility Guarantor shall have delivered to the Administrative Agent an executed Solvency Certificate, and (iii) the Administrative Agent shall have been provided with an updated title report and appropriate title insurance endorsements shall have been issued as required by the Administrative Agent; and (x) On the Existing Maturity Date, the Borrower shall pay to the Administrative Agent for the account of each Lender in accordance with its Applicable Percentage, an extension commitment fee equal to 10 basis points (0.10%) multiplied by the Aggregate Commitments in effect as of the extension of the Existing Maturity Date. Such extension commitment fee shall not be due in the event that the Borrower provides a timely revocation pursuant to Section 2.14(b). Any such extension shall be otherwise subject to all of the other terms and provisions of this Agreement and the other Loan Documents.

Extension of Maturity Date. (a) On any anniversary of the Closing Date prior to the Maturity Date, the Borrowers may request to extend the then-applicable Maturity Date (the “Existing Maturity Date”) for an additional one-year period (an “Extension Period”) to the date that is one year after the Existing Maturity Date (the “Requested Maturity Date”); provided that the Borrowers may extend the Maturity Date for a maximum two (2) such Extension Periods. The Borrowers may make such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) to the Administrative Agent not Business Day no less than 30 days sixty (60) and not no more than 90 ninety (90) days prior to any anniversary Extension Election Date, the Borrower may elect to notify the Agent, in writing (an "Extension Request"), of its request for an extension of the Closing Date, so long as then scheduled Maturity Date of each Bank's Commitment (ion the terms and conditions set forth herein) each for a period of the representations and warranties contained in Section 7 and in the other Credit Documents shall be true and correct in all material respects on and as of up to one (1) year from the date of such notice and the then scheduled Maturity Date. Each Extension Request shall be accompanied by a certificate of a Responsible Officer certifying as to the satisfaction of the commencement date of the relevant Extension Period as if made on and as of each date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as applicable conditions set forth in Section 4.10(d). Promptly after receipt of such specific date) and (ii) no Default or Event of Default request, the Agent shall have occurred and be continuing on notify the date Banks of such notice and as of the commencement date of the relevant Extension Periodrequest. Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from the Administrative Agent, Bank shall notify the Borrowers and the Administrative Agent in writing of its election consent to, or rejection of, such request on or prior to extend or not the date 30 days following the date of the Extension Request. In the event that any Bank fails to extend the Existing Maturity Date with respect to its Commitment. Any Lender which shall not timely so notify the Borrowers and Agent, that request shall be deemed to have been rejected by such Bank. (b) The Commitments shall be extended pursuant to this Section 4.10 only upon the Administrative Agent consent of its election to extend each Bank, whereupon the Existing Maturity Date shall be deemed not to have elected to extend the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extension. (b) If and only if (i) one or more Lenders shall have agreed in writing during the 30 day period referred to in Section 2.8(a) to extend the Existing Maturity Date and (ii) the Borrowers shall have submitted to the Administrative Agent, on the commencement date of the relevant Extension Period, a certificate of the Borrowers, substantially in the form of Exhibit 2.8(b) (the “Extension of Maturity Date Certificate”), stating that (x) the representations and warranties made by each Borrower in or pursuant to the Credit Documents are true and correct in all material respects on and as of the date thereof (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (y) no Default or Event of Default by each Borrower has occurred and is continuing, then (A) the Commitments of the Lenders other than Terminating Lenders (the “Continuing Lenders”, each a “Continuing Lender”) shall, subject to the other provisions of this Credit Agreement, be extended to the Requested Maturity Date specified agreed date of extension, but in no event later than the Extension of Maturity Date Request from the Borrowers, and as to such Lenders the term “Maturity Date”, as used herein, shall on and date which is one (1) year after the date as of which the requested extension is effective mean such Requested Maturity Date, provided that if such date is not a Business Day, then such Requested Maturity Date shall be in effect prior to such extension. In the next succeeding Business Day event of the renewal and (B) extension of the Commitments and L/C Commitment share (if applicable) of the Terminating Lenders shall continue until the Existing Maturity Date and shall then terminate, and as to the Terminating Lenders, the term “Maturity Date”, as used herein, shall continue to mean the Existing Maturity Date. The Administrative Agent shall promptly notify (x) the Lenders of any Extension of Maturity Date Request, (y) the Lenders and the Borrowers of any extension of the Existing Maturity Date pursuant to this Section 2.8 4.10, the terms and (z) the Borrowers conditions of this Agreement will apply during such renewal and the Lenders of any Lender which becomes a Terminating Lender. (c) In the event that the Maturity Date shall have been extended for the Continuing Lenders in accordance with paragraph 2.8(b) above extension period and, in connection with from and after the date of such extension, there are Terminating Lendersthe term "Maturity Date" shall mean such date as so renewed and extended. On the date of any such extension, the Borrowers may, at their own expense and in their sole discretion and prior a Responsible Officer shall deliver to the Existing Maturity Date, require any Terminating Lender to transfer and assign its interests, rights and obligations under this Credit Agreement in accordance with Section 4.5 to an Eligible Assignee that shall assume such assigned obligations and that shall agree that its Commitment will expire on the Maturity Date in effect for Continuing Lenders; provided, however, that the Borrowers shall have given written notice Agent a certificate of a Responsible Officer certifying as to the Administrative Agent in the case satisfaction of an assignee that is not a Lender. Any such Eligible Assignee’s initial Maturity Date shall be the Maturity Date in effect for the Continuing Lenders at the time of such assignment. The Borrowers shall not be permitted to require a Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 2.8(c) unless the Borrowers have notified such Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date. Any Eligible Assignee which becomes a Lender as a result of such an assignment made pursuant to this Section 2.8(c) shall be deemed to have consented to the applicable Extension of Maturity Date Request and, therefore, shall not be a Terminating Lenderconditions set forth in Section 4.10(d). (d) Revolving Loans or L/C Obligations owing to any Terminating Lender on the Existing Maturity Date with respect to such Terminating Lender shall be repaid in full, with accrued interest and all other amounts then due and owing thereon, on the Existing Maturity Date with respect to such Terminating Lender.

Extension of Maturity Date. (a) On any anniversary of the Closing Date Not less than 30 days prior to the Maturity DateDate then in effect, the Borrowers may request to extend the then-applicable Maturity Date (the “Existing Maturity Date”) for an additional one-year period (an “Extension Period”) to the date that is one year after the Existing Maturity Date (the “Requested Maturity Date”); provided that the Borrowers may extend the Maturity Date for a maximum two (2) such Extension Periods. The Borrowers may make such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) to the Administrative Agent not less than 30 days and not more than 90 days prior to any anniversary of the Closing Date, so long as (i) each of the representations and warranties contained in Section 7 and in the other Credit Documents shall be true and correct in all material respects on and as of the date of such notice and as of the commencement date of the relevant Extension Period as if made on and as of each date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (ii) no Default or Event of Default shall have occurred and be continuing on continuing, the Borrower may request an extension of the Maturity Date then in effect by submitting to the Administrative Agent an Extension Request containing the information in respect of such extension specified in Exhibit H, which the Administrative Agent shall promptly furnish to each Lender. Each Lender shall, within 30 days of the date of such notice and as of the commencement date of the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from the Administrative Agentrequest, notify the Borrowers and the Administrative Agent in writing of its election to extend or not to extend the Existing Maturity Date with respect to its Commitment. Any Lender which shall not timely notify the Borrowers Borrower and the Administrative Agent of its election to grant or not to grant the extension as requested in such Extension Request. Notwithstanding any provision of this Agreement to the contrary, any notice by any Lender of its willingness to extend the Existing Maturity Date shall be deemed not revocable by such Lender in its sole and absolute discretion at any time prior to have elected to extend the Existing date which is within 30 days of the date of such request. If the Supermajority Lenders shall approve in writing the extension of the Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all requested in such Lenders, collectivelyExtension Request, the “Terminating Lenders”). The election of Maturity Date shall automatically and without any Lender to agree to a requested extension shall not obligate further action by any other Lender to agree to Person be extended for the period specified in such requested extension. (b) If and only if Extension Request; provided that (i) each extension pursuant to this Section 2.25 shall be for a maximum of one or more Lenders shall have agreed in writing during the 30 day period referred to in Section 2.8(a) to extend the Existing Maturity Date year and (ii) the Borrowers shall have submitted Commitment of any Lender which does not consent in writing to the Administrative Agent, on the commencement date of the relevant Extension Period, a certificate of the Borrowers, substantially in the form of Exhibit 2.8(b) (the “Extension of Maturity Date Certificate”), stating that (x) the representations and warranties made by each Borrower in or pursuant to the Credit Documents are true and correct in all material respects on and as of the date thereof (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as extension within 30 days of such specific date) and request (y) no Default or Event of Default by each Borrower has occurred and is continuing, then (A) the Commitments of the Lenders other than Terminating Lenders (the “Continuing Lenders”, each a “Continuing an "Objecting Lender”") shall, subject to the other provisions of unless earlier terminated in accordance with this Credit Agreement, be extended to expire on the Requested Maturity Date specified in the Extension of Maturity Date Request from the Borrowers, and as to such Lenders the term “Maturity Date”, as used herein, shall effect on and after the date as of which the requested extension is effective mean such Requested Extension Request (such Maturity Date, provided that if any, referred to as the "Commitment Expiration Date" with respect to such date is Objecting Lender). If the Supermajority Lenders shall not a Business Dayapprove in writing the extension of the Maturity Date requested in an Extension Request, then such Requested the Maturity Date shall not be the next succeeding Business Day and (B) the Commitments and L/C Commitment share (if applicable) of the Terminating Lenders shall continue until the Existing Maturity Date and shall then terminate, and as extended pursuant to the Terminating Lenders, the term “Maturity Date”, as used herein, shall continue to mean the Existing Maturity Datesuch Extension Request. The Administrative Agent shall promptly notify (x) the Lenders of any Extension of Maturity Date Request, (y) the Lenders and the Borrowers Borrower of any extension of the Existing Maturity Date pursuant to this Section 2.8 2.25 and (z) the Borrowers Borrower and the Lenders any other Lender of any Lender which becomes a Terminating an Objecting Lender. (b) Loans (including any principal, interest, fees and other amounts due hereunder) owing to any Objecting Lender on the Commitment Expiration Date with respect to such Lender shall be repaid in full on or before such Commitment Expiration Date. (c) In the event that the Maturity Date The Borrower shall have been extended for the Continuing Lenders in accordance with paragraph 2.8(b) above andright, in connection with such extensionso long as no Event of Default has occurred and is then continuing, there are Terminating Lenders, the Borrowers may, at their own expense and in their sole discretion and prior to the Existing Maturity Date, require any Terminating Lender to transfer and assign its interests, rights and obligations under this Credit Agreement in accordance with Section 4.5 to an Eligible Assignee that shall assume such assigned obligations and that shall agree that its Commitment will expire on the Maturity Date in effect for Continuing Lenders; provided, however, that the Borrowers shall have given written upon giving notice to the Administrative Agent and the Objecting Lender in accordance with Section 2.13, to prepay in full the case Loans of an assignee that is not a Lender. Any such Eligible Assignee’s initial Maturity Date shall be the Maturity Date in effect for the Continuing Lenders at the time of such assignment. The Borrowers shall not be permitted to require a Lender to assign Objecting Lenders, together with accrued interest thereon, any part of its interests, rights and obligations under this Credit Agreement amounts payable pursuant to this Section 2.8(c) unless the Borrowers have notified such Lender of their intention Sections 2.9, 2.10, 2.14, 2.15, 2.17, 2.21, 9.4 and 9.5 and any accrued and unpaid Facility Fee or other amounts payable to require the assignment thereof at least ten days prior it hereunder and/or, upon giving not less than three Business Days' notice to the proposed assignment date. Any Eligible Assignee which becomes a Lender as a result Objecting Lenders and the Administrative Agent, to cancel in whole or in part the Commitments of such an assignment made pursuant to this Section 2.8(c) shall be deemed to have consented to the applicable Extension of Maturity Date Request and, therefore, shall not be a Terminating LenderObjecting Lenders. (d) Revolving Loans The Borrower may, with the consent of the Administrative Agent, designate one or L/C Obligations owing more financial institutions to act as a Lender hereunder in place of any Terminating Objecting Lender, and upon the execution of an agreement substantially in the form of Exhibit H by each such Objecting Lender (who hereby agrees to execute such agreement), such replacement financial institution and the Administrative Agent, such replacement financial institution shall become and be a Lender hereunder with all the rights and obligations it would have had if it had been named on the Existing Maturity Date with respect signature pages hereof, and having for all such financial institutions aggregate Commitments of no greater than the whole of the Commitment of the Objecting Lender in place of which such financial institutions were designated; provided that the Facility Fees, interest and other payments to the Lenders due hereunder shall accrue for the account of each such financial institution from the date of replacement pursuant to such Terminating Lender agreement. The Administrative Agent shall be repaid in fullnotify the Lenders of the execution of any such agreement, with accrued interest the name of the financial institution executing such agreement and all other amounts then due and owing thereon, on the Existing Maturity Date with respect to amount of such Terminating Lenderfinancial institution's Commitment.

Extension of Maturity Date. (a) On any anniversary The Borrower may from time to time, pursuant to the provisions of this Section 2.12, without the consent of the Closing Date prior Administrative Agent or the Majority Lenders, agree with one or more Lenders to the Maturity Date, the Borrowers may request to extend the then-applicable Maturity Date (the “Existing Maturity Date”) for an additional one-year period (an “Extension Period”) to the date that is one year after the Existing Maturity Date (the “Requested Maturity Date”); provided that the Borrowers may extend the Maturity Date for a maximum two period of not less than six months then applicable to such Lender’s Loan, and otherwise modify the economic terms of any such Loans or any portion thereof (2including, without limitation, by modifying the interest rate or fees payable and/or the amortization schedule in respect of such Loans or any portion thereof (each such modification an “Extension”) pursuant to one or more written offers (each an “Extension Offer”) made from time to time by the Borrower to all Lenders whose Loans have the same Maturity Date that is proposed to be extended under this Section 2.12, in each case on a pro rata basis (based on the relative principal amounts of the outstanding Loans of each such Lender holding such Loans) and on the same terms to each such Lender, which Extension PeriodsOffer may be conditioned as determined by the Borrower and set forth in such offer. In connection with each Extension, the Borrower will provide notification to Administrative Agent (for distribution to the applicable Lenders), no later than 30 days (or such shorter period as Administrative Agent may agree) prior to the maturity of the applicable Loans to be extended of the requested new maturity date for the proposed Extension Loans (each an “Extended Maturity Date”) and the due date for Lender responses. The Borrowers may make such request in a notice given as herein provided Borrower and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) to the Administrative Agent not less than 30 days and not more than 90 days shall agree to such procedures, if any, as may be reasonably established by, or acceptable to, the Administrative Agent to accomplish the purposes of this Section 2.12. In connection with any Extension, each applicable Lender wishing to participate in such Extension shall, prior to any anniversary of such due date, provide Administrative Agent with a written notice thereof. Any Lender that does not respond to an Extension Offer (referred to herein as a “Non-Extending Lender”) by the Closing Date, so long as applicable due date shall be deemed to have rejected such Extension. (b) Each Extension shall be subject to the following: (i) each of the representations and warranties contained in Section 7 and in the other Credit Documents shall be true and correct in all material respects on and as of the date of such notice and as of the commencement date of the relevant Extension Period as if made on and as of each date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (ii) no Default or Event of Default shall have occurred and be continuing at the time of such Extension; (ii) except as to interest rates, fees, scheduled amortization, optional prepayment terms, required prepayment dates, final maturity date (which shall, subject to clause (iii) below, be determined by the Borrower and set forth in the relevant Extension Offer) and covenants and other provisions applicable to periods after the Maturity Date of any non-Extension Loans, the Extension Loans of any Lender extended pursuant to any Extension shall have terms that are no more favorable in any material respect, taken as a whole, than the applicable Loans prior to the related Extension Offer; (iii) the final maturity date of the Extension Loans shall be later than the final maturity date of the Loans that are not being so extended, and the weighted average life to maturity of the Extension Loans shall be no shorter than the weighted average life to maturity of the applicable Loans subject to an Extension Offer that are not so extended; (iv) if the aggregate principal amount of Loans in respect of which Lenders shall have accepted an Extension Offer exceeds the maximum aggregate principal amount of Loans offered to be extended by the Borrower pursuant to the relevant Extension Offer, then such Loans shall be extended ratably up to such maximum amount based on the relative principal amounts thereof (not to exceed any Lender’s actual holdings of record) with respect to which such Lenders accepted such Extension Offer; (v) all documentation in respect of such Extension shall be consistent with the foregoing, and all written communications by the Borrower generally directed to the applicable Lenders under the applicable class of Extension Loans in connection therewith shall be in form and substance consistent with the foregoing; (vi) any applicable Minimum Extension Condition shall be satisfied; (vii) no more than four Maturity Dates may be effectuated hereunder; (viii) no Extension shall become effective unless, on the proposed effective date of such notice and as of the commencement date of the relevant Extension Period. Each LenderExtension, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from the Administrative Agent, notify the Borrowers and the Administrative Agent in writing of its election to extend or not to extend the Existing Maturity Date with respect to its Commitment. Any Lender which shall not timely notify the Borrowers and the Administrative Agent of its election to extend the Existing Maturity Date shall be deemed not to have elected to extend the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extension. (b) If and only if (i) one or more Lenders shall have agreed in writing during the 30 day period referred to in Section 2.8(a) to extend the Existing Maturity Date and (ii) the Borrowers shall have submitted to the Administrative Agent, on the commencement date of the relevant Extension Period, a certificate of the Borrowers, substantially in the form of Exhibit 2.8(b) (the “Extension of Maturity Date Certificate”), stating that (x1) the representations and warranties made by each Borrower in or pursuant to the Credit Documents contained herein are true and correct in all material respects on and as of the applicable date thereof (orof such Extension to the same extent as though made on and as of that date, if any except to the extent such representation representations and warranty is expressly stated warranties specifically relate to an earlier date, in which case such representations and warranties shall have been made as of a specific date, true and correct in all material respects on and as of such specific earlier date) ; and (y2) no Default event shall have occurred and be continuing or would result from the consummation of the applicable Extension that would constitute an Event of Default by each Borrower has occurred and is continuing, then Default; and (Aix) the Commitments ratio of (i) Value at the Lenders other than Terminating Lenders time of such Extension to (ii) the “Continuing Lenders”, each a “Continuing Lender”) shall, subject to outstanding principal amount of Obligations at the other provisions time of this Credit Agreement, be extended to the Requested Maturity Date specified in the such Extension of Maturity Date Request from the Borrowers, and as to such Lenders the term “Maturity Date”, as used herein, shall on and after the date as of which the requested extension is effective mean such Requested Maturity Date, provided that if such date is not a Business Day, then such Requested Maturity Date shall be the next succeeding Business Day and (B) the Commitments and L/C Commitment share (if applicable) of the Terminating Lenders shall continue until the Existing Maturity Date and shall then terminate, and as less than 2.0 to the Terminating Lenders, the term “Maturity Date”, as used herein, shall continue to mean the Existing Maturity Date. The Administrative Agent shall promptly notify (x) the Lenders of any Extension of Maturity Date Request, (y) the Lenders and the Borrowers of any extension of the Existing Maturity Date pursuant to this Section 2.8 and (z) the Borrowers and the Lenders of any Lender which becomes a Terminating Lender1.0. (c) In The consummation and effectiveness of any Extension will be subject to a condition set forth in the relevant Extension Offer (a “Minimum Extension Condition”) that a minimum amount (to be determined in the Borrower’s discretion and specified in the relevant Extension Offer, but in no event less than $50,000,000, unless another lesser amount is agreed to by the Administrative Agent) of Loans be tendered. For the avoidance of doubt, it is understood and agreed that the Maturity Date shall provisions of Section 2.09 will not apply to Extensions of Loans pursuant to Extension Offers made pursuant to and in accordance with the provisions of this Section 2.12, including to any payment of interest or fees in respect of any Loans that have been extended for the Continuing Lenders pursuant to an Extension at a rate or rates different from those paid or payable in accordance with paragraph 2.8(b) above andrespect of Loans not extended pursuant to such Extension Offer, in connection with such extension, there are Terminating Lenders, the Borrowers may, at their own expense and in their sole discretion and prior to the Existing Maturity Date, require any Terminating Lender to transfer and assign its interests, rights and obligations under this Credit Agreement in accordance with Section 4.5 to an Eligible Assignee that shall assume such assigned obligations and that shall agree that its Commitment will expire on the Maturity Date in effect for Continuing Lenders; provided, however, that the Borrowers shall have given written notice to the Administrative Agent each case as is set forth in the case of an assignee that is not a Lender. Any such Eligible Assignee’s initial Maturity Date shall be the Maturity Date in effect for the Continuing Lenders at the time of such assignment. The Borrowers shall not be permitted to require a Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 2.8(c) unless the Borrowers have notified such Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date. Any Eligible Assignee which becomes a Lender as a result of such an assignment made pursuant to this Section 2.8(c) shall be deemed to have consented to the applicable relevant Extension of Maturity Date Request and, therefore, shall not be a Terminating LenderOffer. (d) Revolving The Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments (collectively, “Extension Amendments”) to this Agreement and the other Loan Documents as may be necessary in order to establish new tranches of Loans or L/C Obligations owing created pursuant to an Extension (including without limitation amending the definition of “Applicable Percentage” to effectuate the payment of different rates and fees to be made to those Lenders who have agreed to extend the maturity date of their Loans), in each case on terms consistent with this Section 2.12, and any Terminating Lender such Extension Amendments entered into with the Borrower by the Administrative Agent hereunder shall be binding on the Existing Maturity Date Lenders. The term of any Extension Amendment shall be binding upon only the Lenders agreeing to participate in the Extension Offer and then, only with respect to the Extension Loans of such Terminating Lenders. For the avoidance of doubt, no Extension Amendment shall modify in any respect any Loans of a Lender without the written consent of such Lender. All Extension Loans and all obligations in respect thereof shall be repaid in full, Obligations under this Agreement and the other Loan Documents that are secured by the Collateral on a pari passu basis with accrued interest and all other amounts then due applicable Obligations under this Agreement and owing thereon, on the Existing Maturity Date with respect to such Terminating Lenderother Loan Documents.

Extension of Maturity Date. (a) On At least 45 days but not more than 60 days prior to any anniversary Anniversary Date, the Borrower, by written notice to the Administrative Agent, may request an extension of the Closing Term Loan Maturity Date in effect at such time with respect to any Class by one calendar year from its then scheduled expiration (each Class subject to such extension request, an “Affected Class”). The Administrative Agent shall promptly notify each relevant Lender of the Affected Class of such request, and each such Lender shall in turn, in its sole discretion, not later than 30 days prior to such Anniversary Date, notify the Borrower and the Administrative Agent in writing as to whether such Lender will consent to such extension for the Affected Class. If any relevant Lender of the Affected Class shall fail to notify the Administrative Agent and the Borrower in writing of its consent to any such request for extension of the Term Loan Maturity Date for such Affected Class at least 30 days prior to the Maturity applicable Anniversary Date, such Lender shall be deemed to be a Declining Lender with respect to such request. The Administrative Agent shall notify the Borrowers may Borrower not later than 25 days prior to the applicable Anniversary Date of the decision of the applicable Lenders regarding the Borrower’s request for an extension of the Term Loan Maturity Date for such Affected Class. (b) If all of the applicable Lenders of the Affected Class consent in writing to extend any such request in accordance with Section 2.21(a), the then-applicable Term Loan Maturity Date for such Affected Class in effect at such time shall, effective as at the applicable Anniversary Date (the “Existing Maturity Date”) for an additional one-year period (an “Extension Period”) to the date that is one year after the Existing Maturity Date (the “Requested Maturity Date”), be extended for one calendar year; provided that on each Extension Date, the Borrowers may extend the Maturity Date for a maximum two (2) such Extension Periods. The Borrowers may make such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) Borrower shall deliver to the Administrative Agent not less than 30 days and not more than 90 days prior to any anniversary a certificate of the Closing DateBorrower signed by an authorized officer of the Borrower certifying that, so long as before and after giving effect to such extension, (i) each the representations and warranties contained in Article III and the other Loan Documents are true and correct in all material respects (or if qualified as to materiality or Material Adverse Effect, in all respects), assuming for purposes hereof that the references therein to the “Effective Date” shall be deemed to be to the “Extension Date” and except to the extent that such representations and warranties specifically refer to an earlier date (other than, for the avoidance of doubt, the Effective Date), in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.21, the representations and warranties contained in Section 7 and in the other Credit Documents 3.4(a) shall be true and correct in all material respects on and as of deemed to refer to the date of such notice and as of the commencement date of the relevant Extension Period as if made on and as of each date (ormost recent statements furnished pursuant to Section 5.1, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (ii) no Default or Event of Default shall have occurred and be continuing on exists. If the date of such notice and as sum of the commencement date Term Loans of the relevant Extension Period. Each Lender, acting existing Lenders in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from the Administrative Agent, notify the Borrowers and the Administrative Agent in writing of its election to extend or not Affected Class that have agreed so to extend the Existing applicable Term Loan Maturity Date and the additional Loans of the Affected Class of assignees assumed in accordance with respect Section 2.21(c) shall be more than 50% of the aggregate amount of the Term Loans of such Affected Class in effect immediately prior to its Commitment. Any Lender which the existing Term Loan Maturity Date of such Affected Class, then the applicable Term Loan Maturity Date in effect at such time shall, effective as at the applicable Extension Date, be extended as to those Lenders of such Affected Class that so consented (each an “Extending Lender”) but shall not timely notify the Borrowers and the Administrative Agent of its election be extended as to extend the Existing Maturity Date shall be deemed not to have elected to extend the Existing Maturity Date with respect to its Commitment any other Lender (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as each a “Terminating Declining Lender” and all such Lenders, collectively, the “Terminating Lenders”). The election of To the extent that the Term Loan Maturity Date is not extended as to any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extension. (b) If and only if (i) one or more Lenders shall have agreed in writing during the 30 day period referred to in Section 2.8(a) to extend the Existing Maturity Date and (ii) the Borrowers shall have submitted to the Administrative Agent, on the commencement date of the relevant Extension Period, a certificate of the Borrowers, substantially in the form of Exhibit 2.8(b) (the “Extension of Maturity Date Certificate”), stating that (x) the representations and warranties made by each Borrower in or pursuant to the Credit Documents are true and correct in all material respects on and as of the date thereof (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (y) no Default or Event of Default by each Borrower has occurred and is continuing, then (A) the Commitments of the Lenders other than Terminating Lenders (the “Continuing Lenders”, each a “Continuing Lender”) shall, subject to the other provisions of this Credit Agreement, be extended to the Requested Maturity Date specified in the Extension of Maturity Date Request from the Borrowers, and as to such Lenders the term “Maturity Date”, as used herein, shall on and after the date as of which the requested extension is effective mean such Requested Maturity Date, provided that if such date is not a Business Day, then such Requested Maturity Date shall be the next succeeding Business Day and (B) the Commitments and L/C Commitment share (if applicable) of the Terminating Lenders shall continue until the Existing Maturity Date and shall then terminate, and as to the Terminating Lenders, the term “Maturity Date”, as used herein, shall continue to mean the Existing Maturity Date. The Administrative Agent shall promptly notify (x) the Lenders of any Extension of Maturity Date Request, (y) the Lenders and the Borrowers of any extension of the Existing Maturity Date Affected Class pursuant to this Section 2.8 and (z) the Borrowers 2.21 and the Lenders Term Loans of the Affected Class held by such Lender are not assigned in accordance with Section 2.21(c) on or prior to the applicable Extension Date, the Term Loans of the Affected Class held by such Declining Lender shall automatically terminate in whole on such unextended Term Loan Maturity Date of the Affected Class without any further notice or other action by the Borrower, such Lender or any other Person and any outstanding Loans of the Affected Class held by such Declining Lender, together with accrued and unpaid interest, fees and other amounts due to such Declining Lender shall be paid in full on such unextended Term Loan Maturity Date of the Affected Class; provided that such Declining Lender’s rights under Sections 2.15, 2.17 and 9.3 shall survive the Term Loan Maturity Date of the Affected Class for such Lender as to matters occurring prior to such date. It is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Borrower for any requested extension of any Lender which becomes a Terminating LenderTerm Loan Maturity Date. No Term Loan Maturity Date may be extended in accordance with this Section 2.21 more than two times. (c) In the event that the Maturity Date shall have been extended for the Continuing Lenders in accordance with paragraph 2.8(b) above and, in connection with such extension, If there are Terminating Lendersany Declining Lenders with respect to the Affected Class, the Borrowers mayBorrower may arrange for one or more Extending Lenders or other assignees, at their own expense and in their sole discretion and prior subject to the Existing Maturity requirements of Section 9.4(c) (each such assignee that accepts an offer to assume a Declining Lender’s Term Loans of the Affected Class as of the applicable Extension Date being an “Assuming Lender”), to assume, effective as of the Extension Date, require any Terminating Declining Lender’s Term Loans of the Affected Class and all of the obligations of such Declining Lender to transfer and assign its interests, rights and obligations under this Credit Agreement in accordance thereafter arising with Section 4.5 respect to an Eligible Assignee that shall assume the Affected Class, without recourse to or warranty by, or expense to, such assigned obligations and that shall agree that its Commitment will expire on the Maturity Date in effect for Continuing LendersDeclining Lender; provided, however, that the Borrowers shall have given written notice to amount of the Administrative Agent in the case Term Loans of an assignee that is not a Lender. Any any such Eligible Assignee’s initial Maturity Date shall be the Maturity Date in effect for the Continuing Lenders at the time of such assignment. The Borrowers shall not be permitted to require a Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 2.8(c) unless the Borrowers have notified such Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date. Any Eligible Assignee which becomes a Assuming Lender as a result of such an assignment made pursuant to this Section 2.8(c) substitution shall in no event be deemed to have consented to less than $50,000,000 unless the applicable Extension amount of Maturity Date Request andthe Term Loans of the Affected Class held by such Declining Lender is less than $50,000,000, therefore, shall not be a Terminating Lender. (d) Revolving Loans or L/C Obligations owing to any Terminating Lender on the Existing Maturity Date with respect to in which case such Terminating Assuming Lender shall be repaid in fullassume all of such lesser amount; and provided, with accrued interest and all other amounts then due and owing thereonfurther, on the Existing Maturity Date with respect to such Terminating Lender.that:

Extension of Maturity Date. The Borrowers shall have an option to extend the Stated Maturity Date then in effect for up to one (1) additional term, not longer than 364 days, subject to satisfaction of the following conditions precedent: (a) On any anniversary as of the Closing Date prior to date of such Extension Request and on the Maturity Date, the Borrowers may request to extend the then-applicable Stated Maturity Date (the “Existing Maturity Date”) for an additional one-year period (an “Extension Period”) before giving effect to the date that is one year after the Existing Maturity Date (the “Requested Maturity Date”); provided that the Borrowers may extend the Maturity Date for a maximum two (2) such Extension Periods. The Borrowers may make such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) to the Administrative Agent not less than 30 days and not more than 90 days prior to any anniversary of the Closing Dateextension, so long as (i) each of the representations and warranties contained in Section 7 and in the other Credit Documents shall be true and correct in all material respects on respects, with the same force and as of the date of such notice and as of the commencement date of the relevant Extension Period effect as if made on and as of each date (or, if such date; except to the extent that such representations and warranties specifically refer to any such representation and warranty is expressly stated to have been made as of a specific earlier date, in which case they shall be true and correct as of such specific dateearlier date and except that for the purposes of this Section 2.15(a), the representations and warranties contained in Section 7.07 shall be deemed to refer to the most recent financial statements furnished pursuant to clauses (a) and (iib), respectively, of Section 8.01; (b) Borrowers shall pay the applicable Facility Extension Fee; (c) no Default or Event of Default shall have occurred and be continuing on the date of such on which notice and as of is given in accordance with the commencement date of following clause (d) or on the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 days after its receipt of any such notice from the Administrative Agent, notify the Borrowers and the Administrative Agent in writing of its election to extend or not to extend the Existing then current Stated Maturity Date with respect to its Commitment. Any Lender which shall not timely notify the Borrowers and the Administrative Agent of its election to extend the Existing Maturity Date shall be deemed not to have elected to extend the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extension.Date; (b) If and only if (i) one or more Lenders shall have agreed in writing during the 30 day period referred to in Section 2.8(a) to extend the Existing Maturity Date and (iid) the Borrowers shall have submitted delivered an Extension Request with respect to the then current Stated Maturity Date to the Administrative Agent, on Agent not less than thirty (30) days prior to the commencement date of the relevant Extension Period, a certificate of the Borrowers, substantially in the form of Exhibit 2.8(b) (the “Extension of then current Stated Maturity Date Certificate”then in effect (which shall be promptly forwarded by the Administrative Agent to each Lender), stating that ; (xe) the representations and warranties made by each Borrower in or pursuant to the Credit Documents are true and correct in all material respects on and as of the date thereof (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (y) no Default or Event of Default by each Borrower has occurred and is continuing, then (A) the Commitments of the Lenders other than Terminating Lenders (the “Continuing Lenders”, each a “Continuing Lender”) shall, subject to the other provisions of this Credit Agreement, be extended to the Requested Stated Maturity Date specified in the such Extension of Maturity Date Request from the Borrowers, and as to such Lenders the term “Maturity Date”, as used herein, shall on and after not exceed the date as of which the requested extension is effective mean such Requested Maturity Date, provided that if such date is not a Business Day, then such Requested Maturity Date shall be the next succeeding Business Day and forty-five (B45) the Commitments and L/C Commitment share (if applicable) of the Terminating Lenders shall continue until the Existing Maturity Date and shall then terminate, and as to the Terminating Lenders, the term “Maturity Date”, as used herein, shall continue to mean the Existing Maturity Date. The Administrative Agent shall promptly notify (x) the Lenders of any Extension of Maturity Date Request, (y) the Lenders and the Borrowers of any extension of the Existing Maturity Date pursuant to this Section 2.8 and (z) the Borrowers and the Lenders of any Lender which becomes a Terminating Lender. (c) In the event that the Maturity Date shall have been extended for the Continuing Lenders in accordance with paragraph 2.8(b) above and, in connection with such extension, there are Terminating Lenders, the Borrowers may, at their own expense and in their sole discretion and days prior to the Existing Maturity Date, require date on which the Borrower Parties’ ability to call Capital Commitments for the purpose of repaying the Obligations is terminated pursuant to any Terminating Lender to transfer and assign its interests, rights and obligations under this Credit Agreement in accordance with Section 4.5 to an Eligible Assignee that shall assume such assigned obligations and that shall agree that its Commitment will expire on the Maturity Date in effect for Continuing Lendersapplicable Governing Agreement; provided, however, that and (f) the Borrowers shall have given written notice delivered to the Lenders a new or updated Beneficial Ownership Certification, as applicable, in relation to each Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, if so requested by the Administrative Agent in the case of an assignee that is not a Lender. Any such Eligible Assignee’s initial Maturity Date shall be the Maturity Date in effect for the Continuing Lenders at the time of such assignment. The Borrowers shall not be permitted to require a Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 2.8(c) unless the Borrowers have notified such Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date. Any Eligible Assignee which becomes a Lender as a result effectiveness of such an assignment made pursuant to this Section 2.8(c) shall be deemed to have consented any extension to the applicable Extension of Maturity Date Request and, therefore, shall not be a Terminating LenderDate. (d) Revolving Loans or L/C Obligations owing to any Terminating Lender on the Existing Maturity Date with respect to such Terminating Lender shall be repaid in full, with accrued interest and all other amounts then due and owing thereon, on the Existing Maturity Date with respect to such Terminating Lender.

Extension of Maturity Date. (a) On The Company may at any anniversary of the Closing Date time and from time to time not more than ninety (90) days and not less than thirty (30) days prior to date that is one year prior to the Maturity Date, the Borrowers may request to extend the then-applicable Maturity Date then in effect (the “Existing Maturity Date”) for ), by notice to the Agent (who shall promptly notify the Banks), request that each Bank extend (each such date on which an additional one-year period (extension occurs, an “Extension PeriodDate”) such Bank’s Maturity Date to the date that is one year after the Existing Maturity Date then in effect for such Bank. (b) Each Bank, acting in its sole and individual discretion, shall, by notice to the Agent given not later than the date that is ten (10) Business Days after the date on which the Agent received the Company’s extension request (the “Requested Maturity Bank Notice Date”), advise the Agent whether or not such Bank agrees to such extension (each Bank that determines to so extend its Maturity Date, an “Extending Bank”). Each Bank that determines not to so extend its Maturity Date (a “Non-Extending Bank”) shall notify the Agent of such fact promptly after such determination (but in any event no later than the Bank Notice Date), and any Bank that does not so advise the Agent on or before the Bank Notice Date shall be deemed to be a Non-Extending Bank. The election of any Bank to agree to such extension shall not obligate any other Bank to so agree, and it is understood and agreed that no Bank shall have any obligation whatsoever to agree to any request made by the Company for extension of the Maturity Date. (c) The Agent shall promptly notify the Company of each Bank’s determination under this Section. (d) The Company shall have the right, but shall not be obligated, on or before the applicable Maturity Date for any Non-Extending Bank to replace such Non-Extending Bank with, and add as “Banks” under this Agreement in place thereof, one or more financial institutions that are not Ineligible Institutions (each, an “Additional Bank”) approved by the Agent in accordance with the procedures provided in Section 4.2, each of which Additional Banks shall have entered into an Assignment Agreement (in accordance with and subject to the restrictions contained in Section 12.1, with the Company obligated to pay any applicable processing or recordation fee; provided provided, that the Borrowers Agent may, in its sole discretion, elect to waive the $3,500 processing and recordation fee in connection therewith) with such Non-Extending Bank, pursuant to which such Additional Banks shall, effective on or before the applicable Maturity Date for such Non-Extending Bank, assume a Loan (and, if any such Additional Bank is already a Bank, its assumed Loan shall be in addition to such Bank’s Loan outstanding hereunder on such date). Prior to any Non-Extending Bank being replaced by one or more Additional Banks pursuant hereto, such Non-Extending Bank may elect, in its sole discretion, by giving irrevocable notice thereof to the Agent and the Company (which notice shall set forth such Bank’s new Maturity Date), to become an Extending Bank, which election shall be with the Company’s consent on or before the applicable Extension Date, and in the event the Company does not so consent, such Non-Extending Bank shall remain a Non-Extending Bank. The Agent may effect such amendments to this Agreement as are reasonably necessary to provide solely for any such extensions with the consent of the Company but without the consent of any other Banks. (e) If (and only if) the total of the Loans of the Banks that have agreed to extend their Maturity Date and the new or increased Loans of any Additional Banks is more than 50% of the aggregate amount of the Loans in effect immediately prior to the applicable Extension Date, then, effective as of the applicable Extension Date, the Maturity Date of each Extending Bank and of each Additional Bank shall be extended to the date that is one year after the then Existing Maturity Date (except that, if such date is not a Business Day, such Maturity Date as so extended shall be the immediately preceding Business Day) and each Additional Bank shall thereupon become a “Bank” for all purposes of this Agreement and shall be bound by the provisions of this Agreement as a maximum Bank hereunder and shall have the obligations of a Bank hereunder. For purposes of clarity, it is acknowledged and agreed that the Maturity Date on any date of determination shall not be a date more than twenty-four (24) months after such date of determination, whether such determination is made before or after giving effect to any extension request made hereunder. (f) Notwithstanding the foregoing, (x) no more than two (2) such Extension Periods. The Borrowers may make such request in a notice given as herein provided and substantially in extensions of the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”shall be permitted hereunder and (y) any extension of any Maturity Date pursuant to the Administrative Agent this Section 2.17 shall not less than 30 days and not more than 90 days prior be effective with respect to any anniversary of the Closing Date, so long as Extending Bank unless: (i) each of the representations and warranties contained in Section 7 and in the other Credit Documents shall be true and correct in all material respects on and as of the date of such notice and as of the commencement date of the relevant Extension Period as if made on and as of each date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (ii) no Default or Event of Default shall have occurred and be continuing on the date of such notice applicable Extension Date and as of the commencement date of the relevant Extension Period. Each Lender, acting in its sole discretion, shall, not later than a date 30 days immediately after its receipt of any such notice from the Administrative Agent, notify the Borrowers and the Administrative Agent in writing of its election to extend or not to extend the Existing Maturity Date with respect to its Commitment. Any Lender which shall not timely notify the Borrowers and the Administrative Agent of its election to extend the Existing Maturity Date shall be deemed not to have elected to extend the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as a “Terminating Lender” and all such Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested extension shall not obligate any other Lender to agree to such requested extension.giving effect thereto; (b) If and only if (i) one or more Lenders shall have agreed in writing during the 30 day period referred to in Section 2.8(a) to extend the Existing Maturity Date and (ii) the Borrowers shall have submitted to the Administrative Agent, on the commencement date of the relevant Extension Period, a certificate of the Borrowers, substantially in the form of Exhibit 2.8(b) (the “Extension of Maturity Date Certificate”), stating that (x) the representations and warranties made by each Borrower of the Company set forth in or pursuant to the Credit Documents this Agreement are true and correct in all material respects on and as of the date thereof (orapplicable Extension Date and after giving effect thereto, if any such representation as though made on and warranty is expressly stated to have been made as of a specific such date (or to the extent that such representations and warranties specifically refer to an earlier date, as of such specific earlier date); and (iii) the Agent shall have received a certificate dated as of the applicable Extension Date from the Company signed by an authorized officer of the Company (A) certifying the accuracy of the foregoing clauses (i) and (yii) no Default or Event of Default by each Borrower has occurred and is continuing, then (A) the Commitments of the Lenders other than Terminating Lenders (the “Continuing Lenders”, each a “Continuing Lender”) shall, subject to the other provisions of this Credit Agreement, be extended to the Requested Maturity Date specified in the Extension of Maturity Date Request from the Borrowers, and as to such Lenders the term “Maturity Date”, as used herein, shall on and after the date as of which the requested extension is effective mean such Requested Maturity Date, provided that if such date is not a Business Day, then such Requested Maturity Date shall be the next succeeding Business Day and (B) certifying and attaching the Commitments and L/C Commitment share (if applicable) of resolutions adopted by the Terminating Lenders shall continue until the Existing Maturity Date and shall then terminate, and as Company approving or consenting to the Terminating Lenders, the term “Maturity Date”, as used herein, shall continue to mean the Existing Maturity Date. The Administrative Agent shall promptly notify (x) the Lenders of any Extension of Maturity Date Request, (y) the Lenders and the Borrowers of any extension of the Existing Maturity Date pursuant to this Section 2.8 and (z) the Borrowers and the Lenders of any Lender which becomes a Terminating Lendersuch extension. (cg) In the event that On the Maturity Date shall have been extended for the Continuing Lenders in accordance with paragraph 2.8(b) above and, in connection with such extension, there are Terminating Lendersof each Non-Extending Bank, the Borrowers may, at their own expense and in their sole discretion and prior to the Existing Maturity Date, require any Terminating Lender to transfer and assign its interests, rights and obligations under this Credit Agreement Company shall repay such Non-Extending Bank in accordance with Section 4.5 2.2 (and shall pay to an Eligible Assignee that such Non-Extending Bank all of the other Obligations owing to it under this Agreement) and after giving effect thereto shall assume prepay any Loans outstanding on such assigned obligations date (and that shall agree that its Commitment will expire on the Maturity Date in effect for Continuing Lenders; provided, however, that the Borrowers shall have given written notice pay any additional amounts required pursuant to Section 4.4) to the Administrative Agent in extent necessary to keep outstanding Loans ratable with any revised Pro Rata Shares of the case of an assignee that is not a Lender. Any such Eligible Assignee’s initial Maturity Date shall be the Maturity Date in effect for the Continuing Lenders at the time respective Banks effective as of such assignment. The Borrowers date, and the Agent shall not be permitted administer any necessary reallocation of the Outstanding Credit Exposures (without regard to require a Lender to assign any part of its interestsminimum borrowing, rights and obligations under pro rata borrowing and/or pro rata payment requirements contained elsewhere in this Credit Agreement pursuant to this Section 2.8(c) unless the Borrowers have notified such Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date. Any Eligible Assignee which becomes a Lender as a result of such an assignment made pursuant to this Section 2.8(c) shall be deemed to have consented to the applicable Extension of Maturity Date Request and, therefore, shall not be a Terminating LenderAgreement). (dh) Revolving Loans This Section shall supersede any provisions in Section 10.1 or L/C Obligations owing Section 12.11 to any Terminating Lender on the Existing Maturity Date with respect to such Terminating Lender shall be repaid in full, with accrued interest and all other amounts then due and owing thereon, on the Existing Maturity Date with respect to such Terminating Lendercontrary.

Extension of Maturity Date. (a) On ▇▇▇▇▇▇▇-▇▇▇▇▇▇ International may at any time from time to time not earlier than seventy-five (75) days and not less than thirty (30) days prior to each anniversary of the Closing Amendment No. 3 Effective Date prior to (other than the Maturity Date), by notice to the Borrowers may Administrative Agent (who shall promptly notify the Lenders), request to that each Lender extend the then-applicable Maturity Date (the each such date on which an extension occurs, an “Existing Maturity Extension Date”) for an additional one-year period (an “Extension Period”) such Lender’s Maturity Date to the date that is one year after the Existing Maturity Date then in effect for such Lender (the “Requested Existing Maturity Date”); provided that the Borrowers may extend the Maturity Date for a maximum two . (2b) such Extension Periods. The Borrowers may make such request in a notice given as herein provided and substantially in the form attached hereto as Exhibit 2.8(a) (the “Extension of Maturity Date Request”) to the Administrative Agent not less than 30 days and not more than 90 days prior to any anniversary of the Closing Date, so long as (i) each of the representations and warranties contained in Section 7 and in the other Credit Documents shall be true and correct in all material respects on and as of the date of such notice and as of the commencement date of the relevant Extension Period as if made on and as of each date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (ii) no Default or Event of Default shall have occurred and be continuing on the date of such notice and as of the commencement date of the relevant Extension Period. Each Lender, acting in its sole and individual discretion, shall, by notice to the Administrative Agent given not later than a the date 30 days after its receipt of any that is 15 days, or such notice from the Administrative Agent, notify the Borrowers and later date as agreed to by the Administrative Agent in writing of its election to extend and ▇▇▇▇▇▇▇-▇▇▇▇▇▇ International, after the date on which the Administrative Agent received ▇▇▇▇▇▇▇-▇▇▇▇▇▇ International’s extension request (the “Lender Notice Date”), advise the Administrative Agent whether or not such Lender agrees to such extension (each Lender that determines to so extend the Existing its Maturity Date, an “Extending Lender”). Each Lender that determines not to so extend its Maturity Date with respect to its Commitment. Any Lender which (a “Non-Extending Lender”) shall not timely notify the Borrowers and the Administrative Agent of its election to extend such fact promptly after such determination (but in any event no later than the Existing Maturity Lender Notice Date), and any Lender that does not so advise the Administrative Agent on or before the Lender Notice Date shall be deemed not to have elected to extend the Existing Maturity Date with respect to its Commitment (any Lender who timely notifies the Borrowers and the Administrative Agent of an election not to extend or fails to timely notify the Borrowers and the Administrative Agent of its election being referred to as be a “Terminating Non-Extending Lender” and all such Lenders, collectively, the “Terminating Lenders”). The election of any Lender to agree to a requested such extension shall not obligate any other Lender to so agree, and it is understood and agreed that no Lender shall have any obligation whatsoever to agree to such requested extensionany request made by ▇▇▇▇▇▇▇-▇▇▇▇▇▇ International for extension of the Maturity Date. (bc) If and only if (i) one or more Lenders shall have agreed in writing during the 30 day period referred to in Section 2.8(a) to extend the Existing Maturity Date and (ii) the Borrowers shall have submitted to the Administrative Agent, on the commencement date of the relevant Extension Period, a certificate of the Borrowers, substantially in the form of Exhibit 2.8(b) (the “Extension of Maturity Date Certificate”), stating that (x) the representations and warranties made by each Borrower in or pursuant to the Credit Documents are true and correct in all material respects on and as of the date thereof (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (y) no Default or Event of Default by each Borrower has occurred and is continuing, then (A) the Commitments of the Lenders other than Terminating Lenders (the “Continuing Lenders”, each a “Continuing Lender”) shall, subject to the other provisions of this Credit Agreement, be extended to the Requested Maturity Date specified in the Extension of Maturity Date Request from the Borrowers, and as to such Lenders the term “Maturity Date”, as used herein, shall on and after the date as of which the requested extension is effective mean such Requested Maturity Date, provided that if such date is not a Business Day, then such Requested Maturity Date shall be the next succeeding Business Day and (B) the Commitments and L/C Commitment share (if applicable) of the Terminating Lenders shall continue until the Existing Maturity Date and shall then terminate, and as to the Terminating Lenders, the term “Maturity Date”, as used herein, shall continue to mean the Existing Maturity Date. The Administrative Agent shall promptly notify (x) the Lenders ▇▇▇▇▇▇▇-▇▇▇▇▇▇ International of any Extension of Maturity Date Request, (y) the Lenders and the Borrowers of any extension of the Existing Maturity Date pursuant to this Section 2.8 and (z) the Borrowers and the Lenders of any Lender which becomes a Terminating each Lender. (c) In the event that the Maturity Date shall have been extended for the Continuing Lenders in accordance with paragraph 2.8(b) above and, in connection with such extension, there are Terminating Lenders, the Borrowers may, at their own expense and in their sole discretion and prior to the Existing Maturity Date, require any Terminating Lender to transfer and assign its interests, rights and obligations ’s determination under this Credit Agreement in accordance with Section 4.5 to an Eligible Assignee that shall assume such assigned obligations and that shall agree that its Commitment will expire on the Maturity Date in effect for Continuing Lenders; provided, however, that the Borrowers shall have given written notice to the Administrative Agent in the case of an assignee that is not a Lender. Any such Eligible Assignee’s initial Maturity Date shall be the Maturity Date in effect for the Continuing Lenders at the time of such assignment. The Borrowers shall not be permitted to require a Lender to assign any part of its interests, rights and obligations under this Credit Agreement pursuant to this Section 2.8(c) unless the Borrowers have notified such Lender of their intention to require the assignment thereof at least ten days prior to the proposed assignment date. Any Eligible Assignee which becomes a Lender as a result of such an assignment made pursuant to this Section 2.8(c) shall be deemed to have consented to the applicable Extension of Maturity Date Request and, therefore, shall not be a Terminating LenderSection. (d) Revolving Loans or L/C Obligations owing to any Terminating Lender on the Existing Maturity Date with respect to such Terminating Lender shall be repaid in full, with accrued interest and all other amounts then due and owing thereon, on the Existing Maturity Date with respect to such Terminating Lender.