Common use of Extension of Maturity Date Clause in Contracts

Extension of Maturity Date. (a) Not earlier than 90 days prior to, nor later than 30 days prior to, each anniversary of May 31, 2006, and on not more than two occasions, the Borrower may, upon notice to the Administrative Agent (which shall promptly notify the Lenders), request a one-year extension of the Maturity Date then in effect. Within 30 days of delivery of such notice, each Lender shall notify the Administrative Agent whether or not it consents to such extension (which consent may be given or withheld in such Lender’s sole and absolute discretion). Any Lender not responding within the above time period shall be deemed not to have consented to such extension. The Administrative Agent shall promptly notify the Borrower and the Lenders of the Lenders’ responses. (b) The Maturity Date shall be extended only if the Required Lenders (calculated excluding any Lender in default in its obligation to fund Loans hereunder and prior to giving effect to any replacements of Lenders permitted herein) (the “Consenting Lenders”) have consented thereto. If so extended, the Maturity Date, as to the Consenting Lenders, shall be extended to the same date in the year following 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, specifying the date of such confirmation (the “Extension Confirmation Date”), the Extension Effective Date, and the new Maturity Date (after giving effect to such extension). As a condition precedent to such extension, the Borrower shall deliver to the Administrative Agent a certificate of the Borrower dated as of the Extension Confirmation Date (in sufficient copies for each Lender) 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, (A) before and after giving effect to such extension, the representations and warranties contained in Article III made by it are true and correct on and as of the Extension Confirmation Date, except to the extent that such representations and warranties specifically refer to an earlier date, (B) before and after giving effect to such extension no Default exists or will exist as of the Extension Confirmation Date, and (C) since December 31, 2004, no event, development or circumstance that has had or could reasonably be expected to have a Material Adverse Effect has occurred. The Borrower shall prepay any Loans outstanding on the Extension Effective Date (and pay any additional amounts required pursuant to Section 2.13) to the extent necessary to keep outstanding Loans ratable with any revised and new Applicable Percentages of all the Lenders effective as of the Extension Effective Date.”

Extension of Maturity Date. (a) Not earlier than 90 days prior toone year after the Closing Date, nor later than 30 sixty (60) days prior to, each anniversary of May 31, 2006, and on not more than two occasionsto the Maturity Date, the Borrower may, upon notice to the Administrative Agent (which shall promptly notify the Lenders), request a one-year extension of the Maturity Date then in effect; provided that not more than two such extensions shall be effected during the term of this Agreement. Within 30 thirty (30) days of delivery to the Lenders of such notice, each Lender shall notify the Administrative Agent whether or not it consents to such extension (which consent may be given or withheld in such Lender’s sole and absolute discretion). Any Lender not responding within the above time period shall be deemed not to have consented to such extension. The Administrative Agent shall promptly notify the Borrower and the Lenders of the Lenders’ responses. (b) The Maturity Date shall be extended only if the Required Lenders (calculated excluding any Lender in default in its obligation to fund Loans hereunder and prior to giving effect to any replacements of Lenders permitted herein) (the “Consenting Extending Lenders”) have consented thereto. If so extended, the Maturity Date, as to the Consenting Extending Lenders, shall be extended to the same date in the which is one year following after the Maturity Date then in effect effect, effective as of the date the Administrative Agent has received the documents required to be delivered by Section 2.17(c)(ii) (such existing Maturity Date being the “Extension Effective Date”). The Administrative Agent and the Borrower shall promptly confirm to the Lenders such extensionextension and the Extension Effective Date. (c) Notwithstanding the foregoing, specifying the date extension of such confirmation the Maturity Date pursuant to this Section shall not be effective with respect to any Lender unless: (the “Extension Confirmation Date”), i) on the Extension Effective Date, no Default shall have occurred and be continuing, and no Default shall occur, as a result of such extension (in each case, unless waived by the new Maturity Date Required Lenders, all Lenders or all affected Lenders, as the case may be); (after giving effect to such extension). As a condition precedent to such extension, ii) the Borrower shall deliver to the Administrative Agent (A) copies of resolutions certified by a Responsible Officer of the Borrower, or such other evidence as may be satisfactory to the Administrative Agent, demonstrating that the Borrower’s incurrence of indebtedness hereunder with a Maturity Date as extended pursuant to this Section has been duly authorized by all necessary corporate action and (B) a certificate signed by a Responsible Officer of the Borrower dated as of the Extension Confirmation Effective Date certifying that (in sufficient copies for each Lender) 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, (A1) before and after giving effect to such extension, the representations and warranties contained in Article III V and the other Loan Documents made by it are true and correct in all material respects (except with respect to representations and warranties which are expressly qualified by materiality, which shall be true and correct in all respects) on and as of the Extension Confirmation Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects (Bexcept with respect to representations and warranties which are expressly qualified by materiality, which shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.17, the representations and warranties contained in subsections (a) and (b) of Section 5.5 shall be deemed to refer to the most recent statements furnished with respect to Borrower and its Subsidiaries pursuant to clauses (a) and (b), respectively, of Section 6.1 and (2) before and after giving effect to such extension no Default exists or will exist (in each case, unless waived by the Required Lenders, all Lenders or all affected Lenders, as of the Extension Confirmation Date, and case may be); (Ciii) since December 31, 2004, no event, development or circumstance that has had or could reasonably be expected to have a Material Adverse Effect has occurred. The Borrower shall prepay pay any Loans outstanding on the Extension Effective Maturity Date (prior to giving effect to any extension) as to any non-extending Lenders (the “Non-Extending Lenders”) (and pay any additional amounts required pursuant to Section 2.133.5) to the extent necessary to keep outstanding Loans ratable with any revised and new Applicable Percentages of all the Lenders effective as of the Extension Effective Date; (iv) On the Maturity Date applicable to each Non-Extending Lender, all or any part of such Non-Extending Lenders’ Applicable Percentage of the Outstanding Amount of L/C Obligations shall be reallocated among the Extending Lenders and any new Lenders that become Lenders pursuant to Section 2.17(d) (“Additional Commitment Lenders”) in accordance with their respective Applicable Percentages (calculated without regard to the Non-Extending Lenders’ Commitments) but only to the extent that such reallocation does not cause, with respect to any Extending Lender or Additional Commitment Lender, the aggregate Outstanding Amount of the Loans of such Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swingline Obligations, to exceed such Lender’s Commitments as in effect at such time; and (v) If the reallocation described in the preceding clause (iv) cannot, or can only partially, be effected, the Borrower shall Cash Collateralize the L/C Obligations to the extent that, after giving effect to the reallocation pursuant to the preceding clause (iv) and the payment required by the preceding clause (iii), the Total Outstandings exceed the Commitments of the Extending Lenders and the Additional Commitment Lenders. The amount of Cash Collateral provided by the Borrower pursuant to this clause (v) shall reduce the Non-Extending Lenders’ Applicable Percentage of the Outstanding Amount of L/C Obligations (after giving effect to any partial reallocation pursuant to the preceding clause (iv)) on a pro rata basis; and each Non-Extending Lender’s Commitment to make Loans, purchase participations in Swingline Loans, and purchase participations in L/C Obligations with respect to Letters of Credit issued after such Maturity Date shall terminate.” (d) The Borrower shall have the right to replace each Non-Extending Lender in accordance with Section 10.13. (e) This Section shall supersede any provisions in Section 2.6 or 10.1 to the contrary.

Extension of Maturity Date. (a) Not earlier than 90 days prior to, nor later than 30 days prior to, each anniversary of May 31, 2006, and on not more than two occasions, the Borrower may, upon notice to the Administrative Agent (which shall promptly notify the Lenders), request a one-year extension of the Maturity Date then in effect. Within 30 days of delivery of such notice, each Lender shall notify the Administrative Agent whether or not it consents to such extension (which consent may be given or withheld in such Lender’s sole and absolute discretion). Any Lender not responding within the above time period shall be deemed not to have consented to such extension. The Administrative Agent shall promptly notify the Borrower and the Lenders of the Lenders’ responses. (b) The Maturity Date shall be extended only if the Required Lenders (calculated excluding any Lender in default in its obligation to fund Loans hereunder and prior to giving effect to any replacements of Lenders permitted herein) (the “Consenting Lenders”) have consented thereto. If so extended, the Maturity Date, as to the Consenting Lenders, shall be extended to the same date in the year following 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, specifying the date of such confirmation (the “Extension Confirmation Date”), the Extension Effective Date, and the new Maturity Date (after giving effect to such extension). As a condition precedent to such extension, the Borrower shall deliver to the Administrative Agent a certificate of the Borrower dated as of the Extension Confirmation Date (in sufficient copies for each Lender) 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, (A) before and after giving effect to such extension, the representations and warranties contained in Article III made by it are true and correct on and as of the Extension Confirmation Date, except to the extent that such representations and warranties specifically refer to an earlier date, (B) before and after giving effect to such extension no Default exists or will exist as of the Extension Confirmation Date, and (C) since December 31, 20042003, no event, development or circumstance that has had or could reasonably be expected to have a Material Adverse Effect has occurred. The Borrower shall prepay any Loans outstanding on the Extension Effective Date (and pay any additional amounts required pursuant to Section 2.132.15) to the extent necessary to keep outstanding Loans ratable with any revised and new Applicable Percentages of all the Lenders effective as of the Extension Effective Date.”

Extension of Maturity Date. The U.S. Borrower may one time prior to the initial Maturity Date extend the initial Maturity Date to September 9, 2012 subject to the following terms and conditions: (a) Not earlier not later than 90 60 days prior to, nor later than 30 days prior to, each anniversary of May 31, 2006, and on not more than two occasionsto the initial Maturity Date, the U.S. Borrower may, upon shall deliver a written notice indicating its intention to extend the initial Maturity Date to the Administrative Agent (which shall promptly notify each of the Lenders), request a one-year extension of the Maturity Date then in effect. Within 30 days of delivery of such notice, each Lender shall notify the Administrative Agent whether or not it consents to such extension (which consent may be given or withheld in such Lender’s sole and absolute discretion). Any Lender not responding within the above time period shall be deemed not to have consented to such extension. The Administrative Agent shall promptly notify the Borrower and the Lenders of the Lenders’ responses. (b) The the U.S. Borrower shall pay to each Lender on or before the initial Maturity Date shall be extended only if an extension fee equal to .125% of the Required Lenders (calculated excluding any Revolving Loan Commitment of such Lender in default in its obligation to fund Loans hereunder and prior to giving effect to any replacements of Lenders permitted herein) (the “Consenting Lenders”) have consented thereto. If so being extended, (c) no Default or Event of Default shall exist on the initial Maturity Date, as to (d) all representations and warranties contained herein and in the Consenting Lenders, other Credit Documents shall be extended to true and correct in all material respects with the same date in effect as though such representations and warranties had been made on the year following 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, specifying the date of such confirmation (the “Extension Confirmation Date”), the Extension Effective Date, and the new initial Maturity Date (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date), (e) the Leverage Ratio (computed by taking into account the portion of any Revolving Loans and Term Loans that will continue to remain outstanding after giving effect the initial Maturity Date) may not exceed 6.75:1.00 as of the initial Maturity Date (computed as of the end of the fiscal quarter ending closest to June 30, 2011 but on a Pro Forma Basis for events occurring after such extension). As a condition precedent to such extension, date through the initial Maturity Date) and (f) the U.S. Borrower shall deliver to the Administrative Agent on the initial Maturity Date a certificate of an Authorized Officer of the U.S. Borrower dated certifying as to compliance with the foregoing provisions of this Section 2.04. The U.S. Borrower may one time prior to the initial 2008 Incremental Term Loan Maturity Date extend the initial 2008 Incremental Term Loan Maturity Date to September 9, 2012 subject to the following terms and conditions: (a) not later than 60 days prior to the initial 2008 Incremental Term Loan Maturity Date, the U.S. Borrower shall deliver a written notice indicating its intention to extend the initial 2008 Incremental Term Loan Maturity Date to the Administrative Agent (which shall promptly notify each of the 2008 Incremental Term Loan Lenders), (b) the U.S. Borrower shall pay to each 2008 Incremental Term Loan Lender on or before the initial 2008 Incremental Term Loan Maturity Date an extension fee equal to .25% of the outstanding principal amount of the 2008 Incremental Term Loans of such 2008 Incremental Term Loan Lender as of the Extension Confirmation Date (in sufficient copies for each Lender) 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 thatinitial 2008 Incremental Term Loan Maturity Date, (Ac) before and after giving effect to such extensionno Default or Event of Default shall exist on the initial 2008 Incremental Term Loan Maturity Date, the (d) all representations and warranties contained herein and in Article III made by it are the other Credit Documents shall be true and correct on and in all material respects with the same effect as of the Extension Confirmation Date, except to the extent that though such representations and warranties specifically refer had been made on the initial 2008 Incremental Term Loan Maturity Date (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to an earlier be true and correct in all material respects only as of such specified date), (Be) before the Leverage Ratio (computed by taking into account the portion of any Revolving Loans and Term Loans that will continue to remain outstanding after giving effect to such extension no Default exists or will exist the initial 2008 Incremental Term Loan Maturity Date) may not exceed 6.75:1.00 as of the Extension Confirmation Date, and (C) since December 31, 2004, no event, development or circumstance that has had or could reasonably be expected to have a Material Adverse Effect has occurred. The Borrower shall prepay any Loans outstanding on the Extension Effective initial 2008 Incremental Term Loan Maturity Date (and pay any additional amounts required pursuant to Section 2.13) to the extent necessary to keep outstanding Loans ratable with any revised and new Applicable Percentages of all the Lenders effective computed as of the Extension Effective end of the fiscal quarter ending closest to June 30, 2011 but on a Pro Forma Basis for events occurring after such date through the initial 2008 Incremental Term Loan Maturity Date) and (f) the U.S. Borrower shall deliver to the Administrative Agent on the initial 2008 Incremental Term Loan Maturity Date a certificate of an Authorized Officer of the U.S. Borrower certifying as to compliance with the foregoing provisions of this Section 2.04. The maturity date and provisions, if any, for the extension of the maturity date of, and initial Type of Term Loan of, any other Term Loan shall be set forth in the Term Loan Supplement for such other Term Loan.” Section 5. Amendments to Section 2.05

Extension of Maturity Date. (a) Not earlier than 90 75 days prior to, nor later than 30 days prior to, each anniversary of May 31the Closing Date, 2006the Borrower may, and on but not more than two occasions, the Borrower maytimes, upon notice to the Administrative Agent (which shall promptly notify the Lenders), request a one-year extension of the Maturity Date then in effect. Within 30 15 days of delivery of such notice, each Lender shall notify the Administrative Agent whether or not it consents to such extension (which consent may be given or withheld in such Lender’s sole and absolute discretion). Any Lender not responding within the above time period shall be deemed not to have consented to such extension. The Administrative Agent shall promptly notify the Borrower and the Lenders of the Lenders’ responses. (b) The Maturity Date shall be extended only if the Required Lenders (calculated excluding any Defaulting Lender in default in its obligation to fund Loans hereunder and prior to after giving effect to any replacements of Lenders permitted herein) have consented thereto (the Lenders that so consent being the “Consenting Lenders” and the Lenders that do not consent being the “Non-Consenting Lenders”) have consented thereto). If so extended, the Maturity Date, as to the Consenting Lenders, shall be extended to the same date in the year following 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, specifying the date of such confirmation (the “Extension Confirmation Date”), the Extension Effective Date, and the new Maturity Date (after giving effect to such extension). As a condition precedent to such extension, the Borrower shall deliver to the Administrative Agent a certificate of the Borrower dated as of the Extension Confirmation Date (in sufficient copies for each Lender) signed by a Responsible an Authorized Officer of the Borrower (i) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such extension and (ii) certifying that, (A) before and after giving effect to such extension, the representations and warranties contained in Article III made by it are true and correct on and as of the Extension Confirmation Date, except to the extent that such representations and warranties specifically refer to an earlier date, (B) before and after giving effect to such extension no Default exists or will exist as of the Extension Confirmation Date, and (C) since December 31, 20042014, no event, development or circumstance that has had or could reasonably be expected to have a Material Adverse Effect has occurred. The Borrower shall prepay any Loans outstanding on the Extension Effective Date (and pay any additional amounts required pursuant to Section 2.132.16) to the extent necessary to keep outstanding Loans ratable with any revised and new Applicable Percentages of all the Lenders effective as of the Extension Effective Date; and if, after giving effect to such prepayment, the total Credit Exposures exceeds the total Commitments then in effect as a result of an LC Exposure, then the Borrower will pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.06(j). In addition, each Consenting Lender shall automatically (without any further action) and ratably acquire on the Extension Effective Date the Non-Consenting Lenders’ participations in Letters of Credit, in an amount equal to such Consenting Lender’s Applicable Percentage of the amount of such participations. If any Non-Consenting Lender is an Issuing Bank and any Letters of Credit issued by such Issuing Bank under this Agreement remain outstanding on the Maturity Date applicable to such Non-Consenting Lender, the Borrower shall deposit cash collateral with such Issuing Bank in an amount equal to the aggregate face amount of such Letters of Credit upon terms reasonably satisfactory to such Issuing Bank to secure the Borrower’s obligations to reimburse for drawings under such Letters of Credit or make other arrangements satisfactory to such Issuing Bank and the Borrower with respect to such Letters of Credit including providing other credit support.”

Extension of Maturity Date. (a) Not earlier than 90 days prior to, nor later than 30 days prior to, the Initial Maturity Date and each anniversary of May 31, 2006, and on not more than two occasionsthe Initial Maturity Date, the Borrower may, upon notice to the Administrative Agent (which shall promptly notify the Lenders), request a one-year extension of the Maturity Date then in effect, provided, however, that the Borrower may not request more than two such extensions during the term of this Agreement. Within 30 15 days of delivery of such notice, each Lender shall notify the Administrative Agent whether or not it consents to such extension (which consent may be given or withheld in such Lender’s sole and absolute discretion). Any Lender not responding within the above time period shall be deemed not to have consented to such extension. The Administrative Agent shall promptly notify the Borrower and the Lenders of the Lenders’ responses. (b) The Maturity Date shall be extended only if the Required Lenders (calculated excluding any Defaulting Lender in default in its obligation to fund Loans hereunder and prior to after giving effect to any replacements of Lenders permitted herein) have consented thereto (the Lenders that so consent being the “Consenting Lenders” and the Lenders that do not consent being the “Non-Consenting Lenders”) have consented thereto). If so extended, the Maturity Date, as to the Consenting Lenders, shall be extended to the same date in the year following 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, specifying the date of such confirmation (the “Extension Confirmation Date”), the Extension Effective Date, and the new Maturity Date (after giving effect to such extension). As a condition precedent to such extension, the Borrower shall deliver to the Administrative Agent a certificate of the Borrower dated as of the Extension Confirmation Date (in sufficient copies for each Lender) 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, (A) before and after giving effect to such extension, the representations and warranties contained in Article III made by it are true and correct in all material respects (or, in the case of any such representations and warranties that are qualified as to materiality, the accuracy in all respects of such representations and warranties) on and as of the Extension Confirmation Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (or, in the case of any such representations and warranties that are qualified as to materiality, the accuracy in all respects of such representations and warranties) as of such earlier date, (B) before and after giving effect to such extension no Default exists or will exist as of the Extension Confirmation Date, and (C) since December 31, 20042020, no event, development or circumstance that has had or could reasonably be expected to have a Material Adverse Effect has occurred. The Borrower shall prepay any Loans outstanding on the Extension Effective Date (and pay any additional amounts required pursuant to Section 2.132.16) to the extent necessary to keep outstanding Loans ratable with any revised and new Applicable Percentages of all the Lenders effective as of the Extension Effective Date; and if, after giving effect to such prepayment, the total Credit Exposures exceeds the total Commitments then in effect as a result of an LC Exposure, then the Borrower will pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.06(j). In addition, each Consenting Lender shall automatically (without any further action) and ratably acquire on the Extension Effective Date the Non-Consenting Lenders’ participations in Letters of Credit, in an amount equal to such Consenting Lender’s Applicable Percentage of the amount of such participations.”

Extension of Maturity Date. (a) Not earlier than 90 days prior to, nor later than 30 days prior to, each anniversary of May 31, 2006, and on not more than two occasions, the The Borrower may, upon notice by delivering an Extension Request to the Administrative Agent (which who shall promptly notify deliver a copy to each of the Lenders), request a one-year extension not less than 30 days (but not more than 60 days) in advance of any anniversary of the Maturity Effective Date then in effect. Within 30 days of delivery of (each such noticeanniversary date following an Extension Request, each Lender shall notify the Administrative Agent whether or not it consents to such extension (which consent may be given or withheld in such Lender’s sole and absolute discretion). Any Lender not responding within the above time period shall be deemed not to have consented to such extension. The Administrative Agent shall promptly notify the Borrower and the Lenders of the Lenders’ responses. (b) The Maturity Date shall be extended only if the Required Lenders (calculated excluding any Lender in default in its obligation to fund Loans hereunder and prior to giving effect to any replacements of Lenders permitted herein) (the “Consenting Lenders”) have consented thereto. If so extended, the Maturity Date, as to the Consenting Lenders, shall be extended to the same date in the year following the Maturity Date then in effect (such existing Maturity Date being the an “Extension Effective Date”). The Administrative Agent and the Borrower shall promptly confirm to the Lenders such extension, specifying the date of such confirmation (the “Extension Confirmation Date”), request that the Extension Effective Date, and Lenders extend the new Revolving Credit Maturity Date in effect at such time (after giving effect to such extension). As a condition precedent to such extension, the Borrower shall deliver “Existing Maturity Date”) to the Administrative Agent a certificate first anniversary of the Borrower dated as of the Extension Confirmation Date (in sufficient copies for each Lender) 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, (A) before and Existing Maturity Date; provided that after giving effect to such extension, the representations and warranties contained Revolving Credit Maturity Date so extended may not be later than fifth anniversary of the date of such Extension Date. Each Lender, acting in Article III made its sole discretion, shall, by it are true and correct on and as written notice to the Administrative Agent given not later than the date that is the 20th day after the date of the Extension Confirmation Request, or if such date is not a Business Day, the immediately following Business Day (the “Response Date”), except advise the Administrative Agent in writing whether or not such Lender agrees to the extent requested extension. Each Lender that such representations and warranties specifically refer advises the Administrative Agent that it will not extend the Existing Maturity Date is referred to an earlier dateherein as a “Non-extending Lender”; provided, (B) before and after giving effect that any Lender that does not advise the Administrative Agent of its consent to such requested extension no Default exists or will exist as by the Response Date and any Lender that is a Defaulting Lender on the Response Date shall be deemed to be a Non-extending Lender. The Administrative Agent shall notify the Borrower, in writing, of the Extension Confirmation Lenders’ elections promptly following the Response Date, and (C) since December 31, 2004, no event, development or circumstance that has had or could reasonably be expected to have a Material Adverse Effect has occurred. The Borrower election of any Lender to agree to such an extension shall prepay not obligate any Loans outstanding on the Extension Effective other Lender to so agree. The Revolving Credit Maturity Date (and pay any additional amounts required may be extended no more than two times pursuant to this Section 2.13) to the extent necessary to keep outstanding Loans ratable with any revised and new Applicable Percentages of all the Lenders effective as of the Extension Effective Date2.25.”

Extension of Maturity Date. 068800 000057 DALLAS 1872243.4 (a) Not earlier than 90 days prior to, nor later than 30 60 days prior to, each anniversary of May 31, 2006, and on not more than two occasionsthe Maturity Date then in effect, the Borrower may, upon notice to the Administrative Agent (which shall promptly notify the Lenders), request a one-year extension of the Maturity Date then in effect. Within 30 days of delivery of such notice, each Lender shall notify the Administrative Agent whether or not it consents to such extension (which consent may be given or withheld in such Lender’s 's sole and absolute discretion). Any Lender not responding within the above time period shall be deemed not to have consented to such extension. The Administrative Agent shall promptly notify the Borrower and the Lenders of the Lenders’ ' responses. If any Lender declines, or is deemed to have declined, to consent to such extension, the Borrower may cause any such Lender to be replaced as a Lender pursuant to Section 10.16. (b) The Maturity Date shall be extended only if the Required all Lenders (calculated excluding any Lender in default in its obligation to fund Loans hereunder and prior to after giving effect to any replacements of Lenders permitted herein) (the “"Consenting Lenders”") have consented thereto. If so extended, the Maturity Date, as to the Consenting Lenders, shall be extended to the same date in the year 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, specifying the date of such confirmation (the “Extension Confirmation Date”), extension and the Extension Effective Date, and the new Maturity Date (after giving effect to such extension). As a condition precedent to such extension, the Borrower shall deliver to the Administrative Agent a certificate of the Borrower each Loan Party dated as of the Extension Confirmation Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of the Borrower such Loan Party (i) certifying and attaching the resolutions adopted by the Borrower such Loan Party approving or consenting to such extension and (ii) in the case of the Borrower, certifying that, (A) before and after giving effect to such extension, (A) the representations and warranties contained in Article III made by it V and the other Loan Documents are true and correct on and as of the Extension Confirmation Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) before and after giving effect to such extension no Default exists or will exist as of the Extension Confirmation Date, and (C) since December 31, 2004, no event, development or circumstance that has had or could reasonably be expected to have a Material Adverse Effect has occurredexists. The Borrower shall prepay any Committed Loans outstanding on the Extension Effective Date (and pay any additional amounts required pursuant to Section 2.133.05) to the extent necessary to keep outstanding Committed Loans ratable with any revised and new Applicable Percentages Pro Rata Shares of all the Lenders effective as of the Extension Effective Date.” (c) This Section shall supersede any provisions in Section 2.13 or 10.01 to the contrary.

Extension of Maturity Date. (a) Not earlier than 90 A. At least 45 days prior to, nor later than 30 days prior to, each anniversary of May 31, 2006, and on but not more than two occasions60 days prior to the first or second anniversary of the Effective Date (or both), the Borrower mayBorrower, upon by written notice to the Administrative Agent (which shall promptly notify the Lenders)Agent, may request a one-year an extension of the Maturity Date in effect at such time by one year from its then in effect. Within 30 days of delivery of such notice, each Lender shall notify the Administrative Agent whether or not it consents to such extension (which consent may be given or withheld in such Lender’s sole and absolute discretion). Any Lender not responding within the above time period shall be deemed not to have consented to such extensionscheduled expiration. The Administrative Agent shall promptly notify 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 Borrower and the Lenders 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 consent to any such request for extension of the Lenders’ responsesMaturity Date at least 20 days prior to the applicable anniversary date, such Lender shall be deemed to be a Non-Consenting Lender with respect to such request. The Administrative Agent shall notify the Borrower not later than 15 days prior to the applicable anniversary date of the decision of the Lenders regarding the Borrower’s request for an extension of the Maturity Date. (b) The B. If all the Lenders consent in writing to any such request in accordance with Section 2.15A, the Maturity Date in effect at such time shall, effective as at the Maturity Date (the “Extension Date”), be extended for one year; provided that on each Extension Date the conditions set forth in Section 3.3 shall be satisfied. If less than all of the Lenders consent in writing to any such request in accordance with Section 2.15A, the Maturity Date in effect at such time shall, effective as at the applicable Extension Date and subject to Section 2.15D, be extended only if 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 Required Lenders (calculated excluding extent that the Maturity Date is not extended as to any Lender pursuant to this Section 2.15 and the Commitment of such Lender is not assumed in default in its obligation to fund Loans hereunder and accordance with Section 2.15C 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 Borrower, such Lender or any other Person; provided that such Non-Consenting Lender’s rights under Sections 2.8 and 9.3, and its obligations under Section 10.4, 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 Borrower for any requested extension of the Maturity Date. C. If less than all of the Lenders consent to any such request pursuant to Section 2.15A, the Borrower may arrange for one or more Consenting Lenders or other Eligible Assignees as Assuming Lenders to assume, effective as of the Extension Date, any Non-Consenting Lender’s Commitment and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting Lender; provided, however, that the amount of the Commitment of any such Assuming 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 Assuming Lender shall assume all of such lesser amount; and provided further that: (i) any such Consenting Lender or Assuming Lender shall have paid to such Non-Consenting Lender (A) the aggregate principal amount of, and any interest accrued and unpaid to the effective date of the assignment on, the outstanding Loans, if any, of such Non-Consenting Lender plus (B) any accrued but unpaid facility fees owing to such Non-Consenting Lender as of the effective date of such assignment; (ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non-Consenting Lender; and (iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section 9.15B for such assignment shall have been paid; provided further that such Non-Consenting Lender’s rights under Sections 2.8 and 9.3, and its obligations under Section 10.4, 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 Assuming Lender, if any, shall have delivered to the Borrower and the Administrative Agent an Assumption Agreement, duly executed by such Assuming Lender, such Non-Consenting Lender, the Borrower and the Administrative Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Borrower 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 2.15 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 Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting Lender under this Agreement and shall be a Lender for all purposes of this Agreement, without any further acknowledgment by or the consent of the other Lenders, and the obligations of each such Non-Consenting Lender hereunder shall, by the provisions hereof, be released and discharged. D. If (after giving effect to any replacements assignments or assumptions pursuant to Section 2.15C) Lenders having Commitments equal to at least 50% of Lenders permitted hereinthe 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) (the “Consenting Lenders”) have consented thereto. If so extendednot later than one Business Day prior to such Extension Date, the Maturity DateAdministrative Agent shall so notify the Borrower, as and, subject to the Consenting Lenderssatisfaction of the conditions in Section 3.3, shall be extended to the same date in the year following the Maturity Date then in effect (shall be extended for the additional one-year period as described in Section 2.15A, 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 Assuming Lender for such existing Extension Date, refer to the Maturity Date being the “as so extended. Promptly following each Extension Effective Date”). The Administrative Agent and the Borrower shall promptly confirm to the Lenders such extension, specifying the date of such confirmation (the “Extension Confirmation Date”), the Extension Effective Date, and the new Maturity Date (after giving effect to such extension). As a condition precedent to such extension, the Borrower shall deliver to the Administrative Agent a certificate shall notify the Lenders (including each Assuming Lender) of the Borrower dated as extension of the Extension Confirmation scheduled Maturity Date (in sufficient copies for effect immediately prior thereto and shall thereupon record in the Register the relevant information with respect to each such Consenting Lender and each such Assuming Lender) 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, (A) before and after giving effect to such extension, the representations and warranties contained in Article III made by it are true and correct on and as of the Extension Confirmation Date, except to the extent that such representations and warranties specifically refer to an earlier date, (B) before and after giving effect to such extension no Default exists or will exist as of the Extension Confirmation Date, and (C) since December 31, 2004, no event, development or circumstance that has had or could reasonably be expected to have a Material Adverse Effect has occurred. The Borrower shall prepay any Loans outstanding on the Extension Effective Date (and pay any additional amounts required pursuant to Section 2.13) to the extent necessary to keep outstanding Loans ratable with any revised and new Applicable Percentages of all the Lenders effective as of the Extension Effective Date.”

Extension of Maturity Date. (a) Not earlier than 90 days prior to, nor later than 30 days prior to, each anniversary of May 31, 2006, and on At any time not more than two occasionsonce per calendar year, the Borrower may, upon by written request to the Agent (for the purposes of this Section 9.2, the “Extension Request”), request that the then current Maturity Date be extended for a further period which would result in the extended Maturity Date being up to five years from the effective date of the amendment effecting such Extension Request. A copy of the Extension Request shall be provided by the Agent to each of the Lenders in accordance with Section 14.18. Each Lender may, in its sole discretion and regardless of whether or not there is any Default hereunder, by written notice to the Administrative Agent (which shall promptly notify for the Lenderspurposes of this Section 9.2, the “Extension Response Notice”), request a one-year extension of the Maturity Date then in effect. Within 30 not later than 25 days of delivery following its receipt of such noticeExtension Request (for the purposes of this Section 9.2, each the “Extension Response Period”), approve or decline the Extension Request. If any Lender shall notify the Administrative Agent whether or does not it consents to such extension (which consent may be given or withheld in such Lender’s sole and absolute discretion). Any Lender not responding provide an Extension Response Notice within the above time period Extension Response Period, such Lender shall be deemed not to have consented declined the Extension Request. If Lenders with Individual Commitments that in the aggregate are equal to such extension. The Administrative or greater than 66 2/3% of the aggregate Individual Commitments with respect to the Credit Facility of all Lenders approve the Extension Request, the Agent shall promptly notify the Borrower and the Lenders of such approval and confirm the Lenders’ responsesnew Maturity Date. If Lenders with Individual Commitments with respect to the Credit Facility that in the aggregate are less than 66 2/3% of the aggregate Individual Commitments of all Lenders approve the Extension Request, the Agent shall notify the Borrower and the Lenders that the Maturity Date shall not be extended, and the aggregate credit outstanding under the Credit Facility, together with all accrued but unpaid interest thereon and all accrued but unpaid fees with respect thereto, shall be repaid in full by the Borrower to the Lenders on the Maturity Date. (b) The Maturity Date shall be extended only if If Lenders with Individual Commitments that in the Required aggregate are equal to or greater than 66 2/3% but less than 100% of the aggregate Individual Commitments with respect to the Credit Facility of all Lenders approve the Extension Request within the Extension Response Period (calculated excluding any Lender in default in its obligation to fund Loans hereunder and prior to giving effect to any replacements for the purposes of Lenders permitted herein) (this Section 9.2, the “Consenting Approving Lenders”) have consented thereto. If so extended, the Maturity Date, as to the Consenting Lenders, shall be extended to the same date in the year following 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, specifying the date of such confirmation (the “Extension Confirmation Date”), the following shall apply: (i) On or before the second Business Day after the Extension Effective DateResponse Period, the Agent shall give written notice (for the purposes of this Section 9.2, the “Acquisition Request Notice”) to the Borrower and each Lender identifying the Approving Lenders and Lender or Lenders that have declined or are deemed to have declined the Extension Request (for the purposes of this Section 9.2, the “Declining Lenders”) and their respective Individual Commitments with respect to the Credit Facility. (ii) Any Approving Lender may, at its option, acquire all or any portion of the rights and obligations of the Declining Lenders under the Loan Documents to the extent that they relate to the Credit Facility (for the purposes of this Section 9.2, all of such rights and obligations being herein called the “Available Amount”) by giving written notice to the Agent (for the purposes of this Section 9.2, an “Acquisition Notice”) of the portion of the Available Amount which it is prepared to acquire (for the purposes of this Section 9.2, the “Desired Acquisition Amount”). Such Acquisition Notice shall be given within 10 days following the giving of the Acquisition Request Notice (for the purposes of this Section 9.2, such deadline being herein called the “Acquisition Deadline”). If only one Approving Lender gives an Acquisition Notice to the Agent or if more than one Approving Lender gives an Acquisition Notice to the Agent but the aggregate of their Desired Acquisition Amounts is less than or equal to the Available Amount, then each such Approving Lender shall be entitled to acquire its Desired Acquisition Amount of the rights and obligations of the Declining Lenders under the Loan Documents to the extent that they relate to the Credit Facility. If more than one Approving Lender gives an Acquisition Notice to the Agent and the aggregate of the Desired Acquisition Amounts is greater than the Available Amount, then each such Approving Lender shall be entitled to acquire a pro rata share of the rights and obligations of the Declining Lenders under the Loan Documents to the extent that they relate to the Credit Facility, such pro rata share being determined based on the relative Desired Acquisition Amount of each such Approving Lender. On or before the second Business Day following the Acquisition Deadline, the Agent shall give to the Borrower and each Lender a written notice identifying the Available Amount of each Declining Lender and the portion thereof available to be acquired by each Approving Lender. Each of such acquisitions shall be completed promptly in accordance with the procedures set out in Section 15.6(c). If the Available Amount is not completely acquired by the Approving Lenders, the Borrower may locate other Persons (for the purposes of this Section 9.2, “Substitute Lenders”) who qualify as Lenders, are satisfactory to the Agent, acting reasonably, and who acquire all or a portion of the new balance of the rights and obligations of the Declining Lenders under the Loan Documents to the extent that they relate to the Credit Facility promptly in accordance with the procedures set out in Section 15.6(c). Any outstanding credit extended by the Declining Lenders to the Borrower under the Credit Facility which is not so acquired by Approving Lenders or Substitute Lenders shall be repaid and the Individual Commitments of the Declining Lenders not so acquired shall be cancelled on the then current Maturity Date (after without giving effect to the Extension Request) and the amount of the Credit Facility shall thereupon be reduced by the aggregate of the Individual Commitments so cancelled. The Borrower shall comply with Section 8.4 in connection with any such extension)prepayment. As a condition precedent concerns any Bankers’ Acceptances or BA Rate Loans that otherwise would be subject to such extensionprepayment pursuant to this Section 9.2(b)(ii), the Borrower shall deliver forthwith pay to the Administrative Agent a certificate an amount equal to the aggregate of the aggregate face amount of such Bankers’ Acceptances and the aggregate principal amount of such BA Rate Loans, such amount to be held by the Agent against any amount owing by the Borrower to such Declining Lenders in respect of such Bankers’ Acceptances and BA Rate Loans. Any such amount paid to the Agent shall be held on deposit by the Agent until the maturity date of such Bankers’ Acceptances or BA Rate Loans, at which time it shall be applied against the indebtedness of the Borrower dated to such Declining Lenders thereunder. While on deposit with the Agent, such amount shall bear interest at the rate applicable to short term deposits. As concerns any Letter that otherwise would be subject to prepayment pursuant to this Section 9.2(b)(ii), the Borrower shall forthwith pay to the Agent or the Fronting Lender, as the case may be, an amount equal to the aggregate contingent liability of the Extension Confirmation Date (in sufficient copies for each Lender) signed by a Responsible Officer of the Borrower (i) certifying and attaching the resolutions adopted relevant Declining Lenders under such Letter, such amount to be held by the Borrower approving Agent or consenting to such extension and (ii) certifying thatthe Fronting Lender, (A) before and after giving effect to such extensionas the case may be, the representations and warranties contained in Article III made by it are true and correct on and as of the Extension Confirmation Date, except to the extent that such representations and warranties specifically refer to an earlier date, (B) before and after giving effect to such extension no Default exists or will exist as of the Extension Confirmation Date, and (C) since December 31, 2004, no event, development or circumstance that has had or could reasonably be expected to have a Material Adverse Effect has occurred. The Borrower shall prepay any Loans outstanding on the Extension Effective Date (and pay any additional amounts required pursuant subject to Section 2.13) to the extent necessary to keep outstanding Loans ratable with any revised and new Applicable Percentages of all the Lenders effective as of the Extension Effective Date13.2.”

Extension of Maturity Date. (a) Not earlier than 90 days prior toone year after the Closing Date, nor later than 30 sixty (60) days prior to, each anniversary of May 31, 2006, and on not more than two occasionsto the Scheduled Maturity Date, the Borrower may, upon notice to the Administrative Agent (which shall promptly notify the Lenders), request a one-year extension of the Scheduled Maturity Date then in effect; provided that not more than two such extensions shall be effected during the term of this Agreement. Within 30 thirty (30) days of delivery to the Lenders of such notice, each Lender shall notify the Administrative Agent whether or not it consents to such extension (which consent may be given or withheld in such Lender’s sole and absolute discretion). Any Lender not responding within the above time period shall be deemed not to have consented to such extension. The Administrative Agent shall promptly notify the Borrower and the Lenders of the Lenders’ responses. The execution of this Agreement and the consummation of the Transactions on the date hereof shall not constitute any of the two extensions of the Scheduled Maturity Date referenced in the proviso of the first sentence of this clause (a). (b) The Scheduled Maturity Date shall be extended only if the Required Lenders (calculated excluding any Lender in default in its obligation to fund Loans hereunder and prior to giving effect to any replacements of Lenders permitted herein) (the “Consenting Extending Lenders”) have consented thereto. If so extended, the Scheduled Maturity Date, as to the Consenting Extending Lenders, shall be extended to the same date in which is one year after the year following the Scheduled Maturity Date then in effect (such existing the “Extended Maturity Date being Date”), effective as of the date the Administrative Agent has received the documents required to be delivered by Section 2.17(c)(ii) (the “Extension Effective Date”). The Administrative Agent and the Borrower shall promptly confirm to the Lenders such extensionextension and the Extension Effective Date. (c) Notwithstanding the foregoing, specifying the date extension of such confirmation the Scheduled Maturity Date pursuant to this Section shall not be effective with respect to any Lender unless: (the “Extension Confirmation Date”), i) on the Extension Effective Date, no Default shall have occurred and be continuing, and no Default shall occur, as a result of such extension (in each case, unless waived by the new Maturity Date Required Lenders, all Lenders or all affected Lenders, as the case may be); (after giving effect to such extension). As a condition precedent to such extension, ii) the Borrower shall deliver to the Administrative Agent (A) copies of resolutions certified by a Responsible Officer of the Borrower, or such other evidence as may be satisfactory to the Administrative Agent, demonstrating that the Borrower’s incurrence of indebtedness hereunder with a Scheduled Maturity Date as extended pursuant to this Section has been duly authorized by all necessary corporate action and (B) a certificate signed by a Responsible Officer of the Borrower dated as of the Extension Confirmation Effective Date certifying that (in sufficient copies for each Lender) 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, (A1) before and after giving effect to such extension, the representations and warranties contained in Article III V and the other Loan Documents made by it are true and correct in all material respects (except with respect to representations and warranties which are expressly qualified by materiality, which shall be true and correct in all respects) on and as of the Extension Confirmation Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects (Bexcept with respect to representations and warranties which are expressly qualified by materiality, which shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.17, the representations and warranties contained in subsections (a) and (b) of Section 5.5 shall be deemed to refer to the most recent statements furnished with respect to Borrower and its Subsidiaries pursuant to clauses (a) and (b), respectively, of Section 6.1 and (2) before and after giving effect to such extension no Default exists or will exist (in each case, unless waived by the Required Lenders, all Lenders or all affected Lenders, as of the Extension Confirmation Date, and case may be); (Ciii) since December 31, 2004, no event, development or circumstance that has had or could reasonably be expected to have a Material Adverse Effect has occurred. The Borrower shall prepay pay any Loans outstanding on the Extension Effective Maturity Date (prior to giving effect to any extension) as to any non-extending Lenders (the “Non-Extending Lenders”) (and pay any additional amounts required pursuant to Section 2.133.5) to the extent necessary to keep outstanding Loans ratable with any revised and new Applicable Percentages of all the Lenders effective as of the Extension Effective Date; (iv) On the Maturity Date applicable to each Non-Extending Lender, all or any part of such Non-Extending Lenders’ Applicable Percentage of the Outstanding Amount of L/C Obligations shall be reallocated among the Extending Lenders and any new Lenders that become Lenders pursuant to Section 2.17(d) (“Additional Commitment Lenders”) in accordance with their respective Applicable Percentages (calculated without regard to the Non-Extending Lenders’ Commitments) but only to the extent that such reallocation does not cause, with respect to any Extending Lender or Additional Commitment Lender, the aggregate Outstanding Amount of the Loans of such Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swingline Obligations, to exceed such Lender’s Commitments as in effect at such time; and (v) If the reallocation described in the preceding clause (iv) cannot, or can only partially, be effected, the Borrower shall Cash Collateralize the L/C Obligations to the extent that, after giving effect to the reallocation pursuant to the preceding clause (iv) and the payment required by the preceding clause (iii), the Total Outstandings exceed the Commitments of the Extending Lenders and the Additional Commitment Lenders. The amount of Cash Collateral provided by the Borrower pursuant to this clause (v) shall reduce the Non-Extending Lenders’ Applicable Percentage of the Outstanding Amount of L/C Obligations (after giving effect to any partial reallocation pursuant to the preceding clause (iv)) on a pro rata basis; and each Non-Extending Lender’s Commitment to make Loans, purchase participations in Swingline Loans, and purchase participations in L/C Obligations with respect to Letters of Credit issued after such Maturity Date shall terminate.” (d) The Borrower shall have the right to replace each Non-Extending Lender in accordance with Section 10.13. (e) This Section shall supersede any provisions in Section 2.6 or 10.1 to the contrary.

Extension of Maturity Date. (a) Not earlier than 90 days prior to, nor or later than 30 days prior tothe Requisite Time therefor, each anniversary of May 31, 2006, and on not more than two occasions, the Borrower may, upon notice Requisite Notice to the Administrative Agent (which who shall promptly notify the Lenders), request a one-year an extension of the Maturity Date then in effecteffect (the "Extension Request"). Within 30 20 days of delivery of such noticenotice but not earlier than 30 days prior to the Maturity Date then in effect, each Lender shall notify the Administrative Agent by Requisite Notice whether or not it consents to such extension (which consent may be given or withheld in such Lender’s sole and absolute discretion)extension. Any Lender not responding within the above time period shall be deemed not to have not consented to such extension. The Administrative Agent shall promptly notify the Borrower of Lenders' responses and the Lenders aggregate amount of the Commitments of Rejecting Lenders (the "Rejected Amount"). If the Maturity Date is extended as provided in Section 2.10(b) and if any Lender (individually, a "Rejecting Lender" and collectively, "Rejecting Lenders’ responses") declines, or is deemed to have declined, to consent to such extension, Borrower shall cause each Rejecting Lender to be removed and/or replaced as a Lender no later than the Maturity Date then in effect pursuant to Section 10.21. (b) The Maturity Date then in effect shall be extended only if the Required Lenders ("Accepting Lenders") holding more than 50% of the combined Commitments (the amount of which shall be calculated excluding any Lender in default in its obligation to fund Loans hereunder and prior to giving effect to any removals or replacements of Lenders permitted herein) (the “Consenting Rejecting Lenders”) have consented thereto. If so extended, the Maturity Date, as to the Consenting Lenders, Date then in effect shall be extended to a date 364 days from the same date Maturity Date then in the year following effect, 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 in writing to the Lenders and Borrower such extension, specifying the date of such confirmation (the “Extension Confirmation Date”), extension and the Extension Effective Date, and the new Maturity Date (after giving effect to such extension). As a condition precedent to such extension, the Borrower shall deliver to the Administrative Agent a certificate of the Borrower dated as of the Extension Confirmation Effective Date (in sufficient copies for each Accepting Lender) 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, (A) before and after giving effect to such extension, the representations and warranties contained in Article III made by it are true and correct on and as of the Extension Confirmation Date, except to the extent that such representations and warranties specifically refer to an earlier date, (B) before and after giving effect to such extension no Default exists or will exist as Event of Default exists. Administrative Agent shall distribute an amended Schedule 2.01 (which shall be deemed incorporated into this Agreement) to reflect any changes in Lenders and their Commitments. (c) If the Extension Confirmation Date, and (C) since December 31, 2004, no event, development or circumstance that has had or could reasonably be expected to have a Material Adverse Effect has occurred. The Borrower shall prepay any Loans outstanding on the Extension Effective Maturity Date (and pay any additional amounts required then in effect is extended pursuant to Section 2.13) 2.10(b), Borrower shall have the right, in consultation with and through Administrative Agent, either prior to the extent necessary to keep outstanding Loans ratable with any revised and new Applicable Percentages of all the Lenders effective as of or within 60 days following the Extension Effective Date, to request one or more Accepting Lenders to increase their Commitments by an aggregate amount not to exceed the Rejected Amount. Each Accepting Lender shall have the right, but not the obligation, to offer to increase its Commitment by an amount up to the amount requested by Borrower, which offer shall be made by notice from such Accepting Lender to Administrative Agent not later than ten days after such Accepting Lender is notified of such request by Administrative Agent, specifying the amount of the offered increase in such Accepting Lender's Commitment. If the aggregate amount of the offered increases in the Commitments of all Accepting Lenders does not equal the Rejected Amount, then Borrower shall have the right, prior to or within 60 days following the Extension Effective Date, to add one or more banks or other financial institutions, each of which must be eligible to be an assignee under Section 10.04, as Lenders ("Purchasing Lenders") to replace such Rejecting Lenders, which Purchasing Lenders shall have an aggregate Commitment not greater than the Rejected Amount less any increases in the Commitments of Accepting Lenders.” (d) In the event the Maturity Date then in effect is not extended pursuant to Section 2.10(b), Borrower may, upon Requisite Notice to Administrative Agent (who shall promptly notify Lenders) not later than the Requisite Time therefor elect to convert the outstanding principal amount of the Loans on the Maturity Date then in effect to term loans, which term loans shall be payable on the second anniversary of the date on which such conversion occurs; provided that such conversion shall not occur if an Event of Default has occurred and is continuing on the Maturity Date then in effect. From and after such conversion, (i) such term loans shall continue to be Loans for purposes of this Agreement, except that such term loans shall not be a revolving credit and, if prepaid, may not be reborrowed, and (ii) the Commitment of each Lender shall continue to be outstanding, except that immediately after such conversion, the Commitment of each Lender shall automatically be reduced to an amount equal to the principal amount of such term loans owing to such Lender. (e) This Section 2.10 shall supercede any provisions in Section 10.01 to the contrary.

Extension of Maturity Date. (a) Not earlier than 90 75 days prior to, nor later than 30 days prior to, the Initial Maturity Date and each anniversary of May 31, 2006, and on not more than two occasionsthe Initial Maturity Date, the Borrower may, but no more than two times, upon notice to the Administrative Agent (which shall promptly notify the Lenders), request a one-year extension of the Maturity Date then in effect. Within 30 15 days of delivery of such notice, each Lender shall notify the Administrative Agent whether or not it consents to such extension (which consent may be given or withheld in such Lender’s sole and absolute discretion). Any Lender not responding within the above time period shall be deemed not to have consented to such extension. The Administrative Agent shall promptly notify the Borrower and the Lenders of the Lenders’ responses. (b) The Maturity Date shall be extended only if the Required Lenders (calculated excluding any Defaulting Lender in default in its obligation to fund Loans hereunder and prior to after giving effect to any replacements of Lenders permitted herein) have consented thereto (the Lenders that so consent being the “Consenting Lenders” and the Lenders that do not consent being the “Non-Consenting Lenders”) have consented thereto). If so extended, the Maturity Date, as to the Consenting Lenders, shall be extended to the same date in the year following 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, specifying the date of such confirmation (the “Extension Confirmation Date”), the Extension Effective Date, and the new Maturity Date (after giving effect to such extension). As a condition precedent to such extension, the Borrower shall deliver to the Administrative Agent a certificate of the Borrower dated as of the Extension Confirmation Date (in sufficient copies for each Lender) signed by a Responsible an Authorized Officer of the Borrower (i) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such extension and (ii) certifying that, (A) before and after giving effect to such extension, the representations and warranties contained in Article III made by it are true and correct on and as of the Extension Confirmation Date, except to the extent that such representations and warranties specifically refer to an earlier date, (B) before and after giving effect to such extension no Default exists or will exist as of the Extension Confirmation Date, and (C) since December 31, 20042012, no event, development or circumstance that has had or could reasonably be expected to have a Material Adverse Effect has occurred. The Borrower shall prepay any Loans outstanding on the Extension Effective Date (and pay any additional amounts required pursuant to Section 2.132.16) to the extent necessary to keep outstanding Loans ratable with any revised and new Applicable Percentages of all the Lenders effective as of the Extension Effective Date; and if, after giving effect to such prepayment, the total Credit Exposures exceeds the total Commitments then in effect as a result of an LC Exposure, then the Borrower will pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.06(j). In addition, each Consenting Lender shall automatically (without any further action) and ratably acquire on the Extension Effective Date the Non-Consenting Lenders’ participations in Letters of Credit, in an amount equal to such Consenting Lender’s Applicable Percentage of the amount of such participations. If any Non-Consenting Lender is an Issuing Bank and any Letters of Credit issued by such Issuing Bank under this Agreement remain outstanding on the Maturity Date applicable to such Non-Consenting Lender, the Borrower shall deposit cash collateral with such Issuing Bank in an amount equal to the aggregate face amount of such Letters of Credit upon terms reasonably satisfactory to such Issuing Bank to secure the Borrower’s obligations to reimburse for drawings under such Letters of Credit or make other arrangements satisfactory to such Issuing Bank and the Borrower with respect to such Letters of Credit including providing other credit support.”

Extension of Maturity Date. (a) Not earlier than 90 60 days prior to, nor or later than 30 days prior to, each anniversary of May 31, 2006, and on not more than two occasionsto the Maturity Date then in effect, the Borrower may, upon written notice to the Administrative Agent (which shall promptly notify the Lenders), request a one-year an extension of the Maturity Date then in effecteffect (the "Extension Request"). Within 30 20 days of delivery of such noticenotice but not earlier than 30 days prior to the Maturity Date then in effect, each Lender shall notify the Administrative Agent by written notice whether or not it consents to such extension (which consent may be given or withheld in such Lender’s sole and absolute discretion)extension. Any Lender not responding within the above such time period shall be deemed not to have not consented to such extension. The Administrative Agent shall promptly notify the Borrower and the Lenders of the Lenders’ responses' responses and the aggregate amount of the Commitments (the "Rejected Amount") of the Lenders (the "Rejecting Lenders") that have declined or been deemed to have declined to consent to the Extension Request. If the Maturity Date is extended as provided in Section 2.03(b), the Borrower shall cause each Rejecting Lender to be removed and/or replaced as a Lender no later than the Maturity Date then in effect pursuant to Section 10.15. (b) The Maturity Date then in effect shall be extended only if the Required Lenders (the "Accepting Lenders") holding more than 50% of the Aggregate Commitments (the amount of which shall be calculated excluding any Lender in default in its obligation to fund Loans hereunder and prior to giving effect to any removals or replacements of Lenders permitted herein) (the “Consenting Rejecting Lenders”) have consented theretothereto and the stated maturity date under the Five-Year Credit Agreement is not less than 364 days after the Maturity Date then in effect. If so extended, the Maturity Date, as to the Consenting Lenders, Date then in effect shall be extended to a date 364 days from the same date Maturity Date then in the year following effect, effective as of the Maturity Date then in effect (such existing Maturity Date being the “"Extension Effective Date”"). The Administrative Agent shall promptly confirm in writing to the Lenders and the Borrower shall promptly confirm to the Lenders such extension, specifying the date of such confirmation (the “Extension Confirmation Date”), extension and the Extension Effective Date, and the new Maturity Date (after giving effect to such extension). As a condition precedent to such extension, the Borrower shall deliver to the Administrative Agent a certificate of the Borrower dated as of the Extension Confirmation Effective Date (in sufficient copies for each Accepting the Lender) signed by a Responsible Principal Officer of the Borrower (i) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such extension and (ii) certifying that, (A) before and after giving effect to such extension, the representations and warranties contained in Article III made by it are true and correct on and as of the Extension Confirmation Date, except to the extent that such representations and warranties specifically refer to an earlier date, (B) before and after giving effect to such extension no Default exists or will exist as Event of the Extension Confirmation Date, and (C) since December 31, 2004, no event, development or circumstance that has had or could reasonably be expected to have a Material Adverse Effect has occurredDefault exists. The Borrower Administrative Agent shall prepay distribute an amended Schedule 2.01 (which shall be deemed incorporated into this Agreement) to reflect any Loans outstanding on changes in the Extension Effective Lenders and their Commitments. (c) If the Maturity Date (and pay any additional amounts required then in effect is extended pursuant to Section 2.13) 2.03(b), the Borrower shall have the right, in consultation with and through the Administrative Agent, either prior to the extent necessary to keep outstanding Loans ratable with any revised and new Applicable Percentages of all the Lenders effective as of or within 60 days following the Extension Effective Date, to request one or more of the Accepting Lenders to increase their respective Commitments by an aggregate amount not to exceed the Rejected Amount. Each Accepting Lender shall have the right, but not the obligation, to offer to increase its Commitment by an amount up to the amount requested by the Borrower, which offer shall be made by notice from such Accepting Lender to the Administrative Agent not later than ten days after such Accepting Lender is notified of such request by the Administrative Agent, specifying the amount of the offered increase in such Accepting Lender's Commitment. If the aggregate amount of the offered increases in the Commitments of all Accepting Lenders does not equal the Rejected Amount, then the Borrower shall have the right, prior to or within 60 days following the Extension Effective Date, to add one or more Eligible Assignees as Lenders (the "Purchasing Lenders") to replace such Rejecting Lenders, which Purchasing Lenders shall have aggregate Commitments not greater than the Rejected Amount less any increases in the Commitments of the Accepting Lenders.” (d) In the event the Maturity Date then in effect is not extended pursuant to Section 2.03(b), the Borrower may, upon written notice to the Administrative Agent (which shall promptly notify the Lenders) not later than 10 days prior to the Maturity Date then in effect, elect to convert the outstanding principal amount of the Loans on the Maturity Date then in effect to a term loan, which term loan shall be payable on or before the first anniversary of the Maturity Date then in effect (but in any event not later than the stated maturity date then in effect under the Five-Year Credit Agreement. From and after such conversion, such term loan shall continue to be a Loan for purposes of this Agreement, except that such term loan shall not be a revolving credit and, if prepaid, may not be reborrowed. (e) This Section 2.03 shall supercede any provisions in Section 10.01 to the contrary.

Extension of Maturity Date. (a) Not earlier than 90 days prior toone year after the Closing Date, nor later than 30 days six months prior to, each anniversary of May 31, 2006, and on not more than two occasionsto the Maturity Date, the Borrower may, upon notice to the Administrative Agent (which shall promptly notify the Lenders), request a one-year extension of the Maturity Date then in effect; provided that not more than two such extensions shall be effected during the term of this Agreement. Within 30 days of delivery to the Lenders of such notice, each Lender shall notify the Administrative Agent whether or not it consents to such extension (which consent may be given or withheld in such Lender’s sole and absolute discretion). Any Lender not responding within the above time period shall be deemed not to have consented to such extension. The Administrative Agent shall promptly notify the Borrower and the Lenders of the Lenders’ responses. (b) The Maturity Date shall be extended only if the Required Lenders (calculated excluding any Lender in default in its obligation to fund Loans hereunder and prior to giving effect to any replacements of Lenders permitted herein) (the “Consenting Extending Lenders”) have consented thereto. If so extended, the Maturity Date, as to the Consenting Extending Lenders, shall be extended to the same date in the which is one year following after the Maturity Date then in effect effect, effective as of the date the Administrative Agent has received the documents required to be delivered by Section 2.17(c)(ii) (such existing Maturity Date being the “Extension Effective Date”). The Administrative Agent and the Borrower shall promptly confirm to the Lenders such extensionextension and the Extension Effective Date. (c) Notwithstanding the foregoing, specifying the date extension of such confirmation the Maturity Date pursuant to this Section shall not be effective with respect to any Lender unless: (the “Extension Confirmation Date”), i) on the Extension Effective Date, no Default shall have occurred and the new Maturity Date (after giving effect to be continuing, and no Default shall occur, as a result of such extension). As a condition precedent to such extension, ; (ii) the Borrower shall deliver to the Administrative Agent (A) copies of resolutions certified by a Responsible Officer of the Borrower, or such other evidence as may be satisfactory to the Administrative Agent, demonstrating that the Borrower’s incurrence of indebtedness hereunder with a Maturity Date as extended pursuant to this Section has been duly authorized by all necessary corporate action and (B) a certificate signed by a Responsible Officer of the Borrower dated as of the Extension Confirmation Effective Date certifying that (in sufficient copies for each Lender) 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, (A1) before and after giving effect to such extension, the representations and warranties contained in Article III V and the other Loan Documents made by it are true and correct in all material respects (except with respect to representations and warranties which are expressly qualified by materiality, which shall be true and correct in all respects) on and as of the Extension Confirmation Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects (Bexcept with respect to representations and warranties which are expressly qualified by materiality, which shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.17, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, (2) before and after giving effect to such extension no Default exists or will exist as of the Extension Confirmation Dateexist, and (C3) no event has occurred since December 31, 2004, no event, development or circumstance the date of the most recent audited financial statements of the Borrower delivered pursuant to Section 6.01(a) and (b) that has had had, or could would reasonably be expected to have have, a Material Adverse Effect has occurred. Effect; (iii) The Borrower shall prepay pay any Loans outstanding on the Extension Effective Maturity Date (prior to giving effect to any extension) as to any non-extending Lenders (the “Non-Extending Lenders”) (and pay any additional amounts required pursuant to Section 2.133.05) to the extent necessary to keep outstanding Loans ratable with any revised and new Applicable Percentages of all the Lenders effective as of the Extension Effective Date; (iv) On the Maturity Date applicable to each Non-Extending Lender, all or any part of such Non-Extending Lenders’ Applicable Percentage of the Outstanding Amount of L/C Obligations shall be reallocated among the Extending Lenders and any new Lenders that become Lenders pursuant to Section 2.17(d) (“Additional Commitment Lenders”) in accordance with their respective Applicable Percentages (calculated without regard to the Non-Extending Lenders’ Commitments) but only to the extent that such reallocation does not cause, with respect to any Extending Lender or Additional Commitment Lender, the aggregate Outstanding Amount of the Loans of such Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swingline Obligations, to exceed such Lender’s Commitments as in effect at such time; and (v) If the reallocation described in the preceding clause (iv) cannot, or can only partially, be effected, the Borrower shall Cash Collateralize the L/C Obligations to the extent that, after giving effect to the reallocation pursuant to the preceding clause (iv) and the payment required by the preceding clause (iii), the Total Outstandings exceed the Commitments of the Extending Lenders and the Additional Commitment Lenders. The amount of Cash Collateral provided by the Borrower pursuant to this clause (v) shall reduce the Non-Extending Lenders’ Applicable Percentage of the Outstanding Amount of L/C Obligations (after giving effect to any partial reallocation pursuant to the preceding clause (iv)) on a pro rata basis; and each Non-Extending Lender’s Commitment to make Loans, purchase participations in Swingline Loans, and purchase participations in L/C Obligations with respect to Letters of Credit issued after such Maturity Date shall terminate.” (d) The Borrower shall have the right to replace each Non-Extending Lender in accordance with Section 10.13. (e) This Section shall supersede any provisions in Section 2.06 or 10.01 to the contrary.

Extension of Maturity Date. (a) Not earlier than 90 days prior to, nor later than 30 days prior to, each anniversary of May 31December 10, 2006, and on not more than two occasions2007, the Borrower may, upon notice to the Administrative Agent (which shall promptly notify the Lenders), request a one-year extension of the Maturity Date then in effect. Within 30 20 days of delivery of such notice, each Lender shall notify the Administrative Agent whether or not it consents to such extension (which consent may be given or withheld in such Lender’s sole and absolute discretion). Any Lender not responding within the above time period shall be deemed not to have consented to such extension. The Administrative Agent shall promptly notify the Borrower and the Lenders of the Lenders’ responses. (b) The Maturity Date shall be extended only if the Required Lenders (calculated excluding any Lender in default in its obligation to fund Loans hereunder and prior to giving effect to any replacements of Lenders permitted herein) (the Lenders that so consent being the “Consenting Lenders” and the Lenders that do not consent being the “Non-Consenting Lenders”) have consented thereto. If so extended, the Maturity Date, as to the Consenting Lenders, shall be extended to the same date in the year following 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, specifying the date of such confirmation (the “Extension Confirmation Date”), the Extension Effective Date, and the new Maturity Date (after giving effect to such extension). As a condition precedent to such extension, the Borrower shall deliver to the Administrative Agent a certificate of the Borrower dated as of the Extension Confirmation Date (in sufficient copies for each Lender) 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, (A) before and after giving effect to such extension, the representations and warranties contained in Article III made by it are true and correct on and as of the Extension Confirmation Date, except to the extent that such representations and warranties specifically refer to an earlier date, (B) before and after giving effect to such extension no Default exists or will exist as of the Extension Confirmation Date, and (C) since December 31, 20042006, no event, development or circumstance that has had or could reasonably be expected to have a Material Adverse Effect has occurred. The Borrower shall pay to the Administrative Agent for the account of each Non-Consenting Lender the then unpaid principal amount of such Non-Consenting Lender’s Loans outstanding on the Extension Effective Date (and pay any additional amounts required pursuant to Section 2.16). In addition, the Borrower shall prepay any Loans outstanding on the Extension Effective Date (and pay any additional amounts required pursuant to Section 2.132.16) to the extent necessary to keep outstanding Loans ratable with any revised and new Applicable Percentages of all the Lenders effective as of the Extension Effective Date.”

Extension of Maturity Date. (a) Not earlier than 90 days prior to, nor later than 30 days prior to, each anniversary of May 31, 2006, and on not more than two occasionsthe Closing Date, the Borrower may, upon notice to the Administrative Agent (which shall promptly notify the Lenders), request a one-one year extension of the Maturity Date then in effecteffect (the “Present Maturity Date”). This option may be exercised only twice. Within 30 days of delivery of such notice, each Lender shall notify the Administrative Agent whether or not it consents to such extension (which consent may be given or withheld in such Lender’s sole and absolute discretion). Any Lender not responding within the above time period shall be deemed not to have consented to such extension. The Administrative Agent shall promptly notify the Borrower and the Lenders of the Lenders’ responses. (b) The Maturity Date shall be extended only if the Required consenting Lenders (calculated excluding any Lender in default in its obligation to fund Loans hereunder and prior to giving effect to any replacements of Lenders permitted herein) (the “Consenting Lenders”) have consented theretoconstitute Majority Lenders and only if the Revolving Commitments of the Consenting Lenders are at least equal to the Outstandings, after giving effect to the prepayment of Advances to Non-Consenting Lenders. If so extended, the Maturity Date, as to the Consenting Lenders, shall be extended to the same date in the year following year, effective as of the Maturity Date then in effect (such extended Maturity Date being the “Extension Maturity Date”). All non consenting Lenders (“Non-Consenting Lenders”) shall continue to be subject to the Maturity Date in effect prior to the effectiveness of the Extension Maturity Date (such existing Maturity Date being the “Extension Effective Present Maturity Date”). The Administrative Agent and the Borrower shall promptly confirm to the Lenders such extension, specifying the date of such confirmation (the “Extension Confirmation Date”), extension and the Extension Effective Maturity Date, and the new Maturity Date (after giving effect to such extension). As a condition precedent to such extension, the Borrower shall pay or prepay all Advances, interest thereon and all other amounts due each Non-Consenting Lender on or before the Present Maturity Date, and shall deliver to the Administrative Agent a certificate of the Borrower dated as of the Extension Confirmation Date (in sufficient copies for each Lender) 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, (A) before and after giving effect to such extension, (A) the representations and warranties contained in Article III made by it IV and the other Credit Documents are true and correct on and as of the Extension Confirmation Datein all material respects, except to the extent that such representations and warranties specifically refer expressly relate solely to an earlier date, in which case they shall have been true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.19, the representations and warranties contained in Section 4.6 shall be deemed to refer to the most recent statements furnished pursuant to subsection (b) of Section 5.6, and (B) before no Default exists. If the Maturity Date has been extended, each Consenting Lender shall automatically be deemed to have purchased participations in each Letter of Credit, the related Letter of Credit Exposure, and each Swingline Advance equal to such Consenting Lender’s Pro Rata Share thereof after giving effect to such extension no Default exists or will exist as the departure of the Extension Confirmation Date, Non-Consenting Lenders and the elimination of their Revolving Commitments. (Cc) since December 31, 2004, no event, development This Section shall supersede any provisions in Section 2.14 or circumstance that has had or could reasonably be expected 9.1 to have a Material Adverse Effect has occurred. the contrary. (d) The Borrower shall prepay any Loans Advances outstanding on the Extension Effective Present Maturity Date (and pay any additional amounts required pursuant to Section 2.132.8) or borrow additional amounts to the extent necessary to keep outstanding Loans Revolving Advances ratable with any revised and new Applicable Percentages Revolving Commitment of all the Consenting Lenders effective as of the Extension Effective Present Maturity Date.”

Extension of Maturity Date. (a) Not earlier than 90 sixty (60) days prior to, nor later than 30 forty-five (45) days prior to, each anniversary of May 31the Maturity Date then in effect, 2006, and on not more than two occasions, the Borrower may, upon notice to the Administrative Agent (which shall promptly notify the Lenders), request a one-year extension of the Maturity Date then in effect. Within 30 thirty (30) days of delivery of such notice, each Lender shall notify the Administrative Agent whether or not it consents to such extension (which consent may be given or withheld in such Lender’s sole and absolute discretion). Any Lender not responding within the above time period shall be deemed not to have consented to such extension. The Administrative Agent shall promptly notify the Borrower and the Lenders of the Lenders’ responses. (b) The Maturity Date shall be extended only if Lenders holding at least 66-2/3% of the Required Lenders Aggregate Commitments (calculated excluding any Lender in default in its obligation to fund Loans hereunder and prior to after giving effect to any replacements of Lenders permitted herein) (the “Consenting Lenders”) have consented thereto. If so extended, the Maturity Date, as to the Consenting Lenders, shall be extended to the same date in the year 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, specifying the date of such confirmation (the “Extension Confirmation Date”), extension and the Extension Effective Date, and the new Maturity Date (after giving effect to such extension). As a condition precedent to such extension, the Borrower shall deliver to the Administrative Agent a certificate of the Borrower each Loan Party dated as of the Extension Confirmation Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of the Borrower such Loan Party (i) certifying and attaching the resolutions adopted by the Borrower such Loan Party approving or consenting to such extension and (ii) in the case of Borrower, certifying that, (A) before and after giving effect to such extension, (A) the representations and warranties contained in Article III made by it ARTICLE V and the other Loan Documents are true and correct on and as of the Extension Confirmation Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.13, the representations and warranties contained in subsections (a) and (b) of Section 5.5 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.1, and (B) before and after giving effect to such extension no Default exists or will exist as of the Extension Confirmation Date, and (C) since December 31, 2004, no event, development or circumstance that has had or could reasonably be expected to have a Material Adverse Effect has occurredexists. The Borrower shall prepay any Committed Loans outstanding on the Extension Effective Date (and pay any additional amounts required pursuant to Section 2.133.4) to the extent necessary to keep outstanding Committed Loans ratable with any revised and new Applicable Percentages Pro Rata Shares of all the Lenders effective as of the Extension Effective Date.” (c) This Section shall supersede any provisions in Section 2.14 or Section 10.1 to the contrary.

Extension of Maturity Date. (a) Not earlier than 90 days prior to, nor later than 30 days prior to, On each anniversary of May 31, 2006, and on not more than two occasionsthis Agreement, the Borrower may, upon notice to the Administrative Agent (which shall promptly notify the Lenders), request a successive one-year extension of the Maturity Date then in effectDate. Within 30 days of delivery of such notice, each Lender shall notify the Administrative Agent whether or not it consents to such extension (which consent may be given or withheld in such Lender’s sole and absolute discretion). Any Lender not responding within the above time period shall be deemed not to have consented to such extension. The Administrative Agent shall promptly notify the Borrower and the Lenders of the Lenders’ responses. (b) The Maturity Date shall be extended only if all of the Required Lenders (calculated excluding any Lender in default in its obligation to fund Loans hereunder and prior to giving effect to any replacements of Lenders permitted herein) (the “Consenting Lenders”) have consented thereto. If so extended, the Maturity Date, as to the Consenting Lenders, Date shall be extended to the same date in the year 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, specifying the date of such confirmation (the “Extension Confirmation Date”), extension and the Extension Effective Date, and the new Maturity Date (after giving effect to such extension). As a condition precedent to such extension, the Borrower shall deliver to the Administrative Agent a certificate of the Borrower dated as of the Extension Confirmation Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of the Borrower (i) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such extension or confirming that those previously delivered pursuant to Section 6.01 remain in full force and effect and have not been amended or rescinded, as the case may be, and (ii) certifying that, (A) before and after giving effect to such extension, the representations and warranties contained in Article III VII made by it are true and correct on and as of the Extension Confirmation Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, (B) before and after giving effect to such extension no Event of Default exists or will exist as of the Extension Confirmation Dateexist, and (C) since December 31(1) the most immediately preceding March 31 and prior to the date thirty (30) days preceding such Extension Effectiveness Date, 2004whichever shall later occur, no there has not occurred an event, development or circumstance that has had or could would reasonably be expected to have have, a Material Adverse Effect has occurred. The Borrower shall prepay any Loans outstanding on the Extension Effective Date (and pay any additional amounts required pursuant to Section 2.13) to the extent necessary to keep outstanding Loans ratable with any revised and new Applicable Percentages consolidated financial position or consolidated results of all the Lenders effective as operations of the Extension Effective DateBorrower and its Subsidiaries taken as a whole.”

Extension of Maturity Date. (a) Not earlier than 90 60 days prior to, nor later than 30 45 days prior to, each anniversary of May 31, 2006, and on not more than two occasionsthe Maturity Date then in effect, the Borrower may, upon notice to the Administrative Agent (which shall promptly notify the Lenders), request a one364-year day extension of the Maturity Date then in effect. Within 30 days of delivery of such notice, each Lender shall notify the Administrative Agent whether or not it consents to such extension (which consent may be given or withheld in such Lender’s 's sole and absolute discretion). Any Lender not responding within the above time period shall be deemed not to have consented to such extension. The Administrative Agent shall promptly notify the Borrower and the Lenders of the Lenders’ ' responses. (b) The Maturity Date shall be extended only if the Required all Lenders (calculated excluding any Lender in default in its obligation to fund Loans hereunder and prior to giving effect to any replacements of Lenders permitted herein) (the “Consenting Lenders”) have consented thereto. If so extended, the Maturity Date, as to the Consenting Lenders, Date shall be extended to a date 364 days from the same date Maturity Date then in the year following effect, 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, specifying the date of such confirmation (the “Extension Confirmation Date”), extension and the Extension Effective Date, and the new Maturity Date (after giving effect to such extension). As a condition precedent to such extension, the Borrower shall deliver to the Administrative Agent a certificate of the Borrower dated as of the Extension Confirmation Effective Date (in sufficient copies for each Lender) 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, (A) before and after giving effect to such extension, (A) the representations and warranties contained in Article III made by it V and the other Loan Documents are true and correct on and as of the Extension Confirmation Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, (B) before in which case they are true and after giving effect to such extension no Default exists or will exist correct as of such earlier date, and except that for purposes of this Section 2.13, the Extension Confirmation Daterepresentations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (C) since December 31, 2004, no event, development or circumstance that has had or could reasonably be expected to have a Material Adverse Effect has occurred. The Borrower shall prepay any Loans outstanding on the Extension Effective Date (and pay any additional amounts required pursuant to Section 2.13) to the extent necessary to keep outstanding Loans ratable with any revised and new Applicable Percentages of all the Lenders effective as of the Extension Effective Date.”B)

Extension of Maturity Date. (a) Not earlier than 90 days prior to, nor later than 30 45 days prior toto any anniversary date of this Agreement (each, each anniversary of May 31, 2006, and on not more than two occasionsan “Anniversary Date”), the Borrower may, upon notice to the Administrative Agent (which shall promptly notify the Lenders), request a one-year extension of the Maturity Date then in effect; provided that not more than one such extension shall be effected. Within 30 days of delivery to the Lenders of such notice, each Lender shall notify the Administrative Agent whether or not it consents to such extension (which consent may be given or withheld in such Lender’s sole and absolute discretion). Any Lender not responding within the above time period shall be deemed not to have consented to such extension. The Administrative Agent shall promptly notify the Borrower and the Lenders of the Lenders’ responses. (b) The Maturity Date shall be extended only if the Required Lenders (calculated excluding any Lender in default in its obligation to fund Loans hereunder and prior to giving effect to any replacements of Lenders permitted herein) (the “Consenting Extending Lenders”) have consented thereto. If so extended, the Maturity Date, as to the Consenting Extending Lenders, shall be extended to the same date in the which is one year following after the Maturity Date then in effect Date, effective as of the date the Administrative Agent has received the documents required to be delivered by Section 2.15(c)(iii) (such existing Maturity Date being the “Extension Effective Date”). The Administrative Agent and the Borrower shall promptly confirm to the Lenders such extensionextension and the Extension Effective Date. (c) Notwithstanding the foregoing, specifying the date extension of such confirmation the Maturity Date pursuant to this Section shall not be effective with respect to any Lender unless: (the “Extension Confirmation Date”), i) on the Extension Effective Date, no Default shall have occurred and be continuing, and no Default shall occur, as a result of such extension; (ii) on and as of the new Maturity Date Extension Effective Date, the representations and warranties contained in this Agreement are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) both before and after giving effect to such extension). As a condition precedent to such the extension, as though made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); (iii) the Borrower shall deliver to the Administrative Agent (A) copies of corporate resolutions certified by the Secretary or Assistant Secretary of the Borrower, or such other evidence as may be satisfactory to the Administrative Agent, demonstrating that the Borrower’s incurrence of indebtedness hereunder with a Maturity Date as extended pursuant to this Section has been duly authorized by all necessary corporate action and (B) a certificate of the Borrower signed by a Responsible Officer dated as of the Extension Confirmation Effective Date certifying that (in sufficient copies for each Lender) 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, (A1) before and after giving effect to such extension, the representations and warranties contained in Article III V and the other Loan Documents made by it are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the Extension Confirmation 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 as of such earlier date, and except that for purposes of this Section, the representations and warranties contained in subsections (Ba) and (b) of Section 5.06 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, (2) before and after giving effect to such extension no Default exists or will exist as of the Extension Confirmation Dateexist, and (C3) no event has occurred since December 31, 2004, no event, development or circumstance the date of the most recent audited financial statements of the Borrower delivered pursuant to Section 6.01(a) and (b) that has had had, or could would reasonably be expected to have have, a Material Adverse Effect has occurred. Effect; and (iv) The Borrower shall prepay pay any Loans outstanding on the Extension Effective Maturity Date (prior to giving effect to any extension) as to any non-extending Lenders (the “Non-Extending Lenders”) (and pay any additional amounts required pursuant to Section 2.133.05). (d) The Borrower shall have the right to replace each Non-Extending Lender in accordance with Section 10.15. (e) This Section shall supersede any provisions in Section 2.07 or Section 10.01 to the extent necessary to keep outstanding Loans ratable with any revised and new Applicable Percentages of all the Lenders effective as of the Extension Effective Datecontrary.”

Extension of Maturity Date. (a) Not earlier than 90 days prior to, nor later than 30 days prior to, each anniversary of May 312 occurring hereafter, 2006beginning with May 2, 2011, and on not more than two three occasions, the Borrower mayW▇▇ ▇▇▇, upon notice to the Administrative Agent (which shall promptly notify the Lenders), request a one-year extension of the Maturity Date then in effect. Within Prior to the earlier of (i) 30 days of after delivery of such noticenotice by the Administrative Agent to the Lenders and (ii) three Business Days prior to the then existing Maturity Date, each Lender shall notify the Administrative Agent whether or not it consents to such extension (which consent may be given or withheld in such Lender’s sole and absolute discretion). Any Lender not responding within the above time period shall be deemed not to have consented to such extension. The Administrative Agent shall promptly notify the Borrower Borrowers and the Lenders of the Lenders’ responses. (b) The Maturity Date shall be extended only if the Required Lenders (calculated excluding any Lender in default in its obligation to fund Loans hereunder and prior to after giving effect to any replacements of Non-Extending Lenders permitted herein) (the “Consenting Lenders”pursuant to Section 4.03(b)) have consented thereto. If so extended, whereupon the Maturity Date, as to the Consenting Lenders, Date shall be extended to the same date in the which is one year following after the Maturity Date then in effect prior to such extension (such existing Maturity Date being Date, the “Extension Effective Date”). The Administrative Agent and the Borrower shall promptly confirm to notify the Lenders of such extension, specifying the date of such confirmation (the “Extension Confirmation Date”), the Extension Effective Date, Date and the new Maturity Date (after giving effect to such extension)Date. As a condition precedent to such extension, the Borrower each Obligor shall deliver to the Administrative Agent a certificate of the Borrower such Obligor dated as of the Extension Confirmation Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of the Borrower such Obligor (i) certifying and attaching the resolutions adopted by the Borrower such Obligor approving or consenting to such extension and (ii) certifying that, that (A) before and after giving effect to such extension, the representations and warranties contained in Article III VI made by it are true and correct on and as of the Extension Confirmation Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, (B) as of the Extension Effective Date, both before and immediately after giving effect to such extension no Default exists or will exist as Event of the Extension Confirmation DateDefault has occurred and is continuing, and (C) as of the Extension Effective Date, there has been no material adverse change, since December 31the date of the most recent Annual Report on Form 10-K furnished or deemed furnished to the Administrative Agent and each Lender pursuant to Section 7.01(b), 2004in the financial condition, no event, development business or circumstance that has had or operations of WIL and its Subsidiaries taken as a whole which could reasonably be expected to have a Material Adverse Effect Effect. (c) Notwithstanding any extension of the Maturity Date pursuant to this Section 2.14, each Non-Extending Lender that has occurrednot been replaced by another Lender pursuant to Section 4.03 prior to the applicable Extension Effective Date shall continue to be subject to the Maturity Date in effect prior to giving effect to such extension (the “Existing Maturity Date”), and references herein to the “Maturity Date”, as to such Non-Extending Lender, shall be deemed to refer to the Existing Maturity Date. The Borrower On the Existing Maturity Date, the Borrowers shall (i) prepay any Loans outstanding on the Extension Effective Date such date (and pay any additional amounts required pursuant to Section 2.132.12) to the extent necessary to keep outstanding Loans ratable with any revised and new Applicable Percentages of all the respective Lenders effective as of such date and (ii) pay all other obligations accrued or owing hereunder to each Non-Extending Lender as of the Extension Effective Existing Maturity Date.”

Extension of Maturity Date. (a) Not earlier than 90 75 days prior to, nor later than 30 days prior to, each anniversary of May 31November 9, 2006, and on not more than two occasions2007, the Borrower may, upon notice to the Administrative Agent (which shall promptly notify the Lenders), request a one-year extension of the Maturity Date then in effect. Within 30 15 days of delivery of such notice, each Lender shall notify the Administrative Agent whether or not it consents to such extension (which consent may be given or withheld in such Lender’s sole and absolute discretion). Any Lender not responding within the above time period shall be deemed not to have consented to such extension. The Administrative Agent shall promptly notify the Borrower and the Lenders of the Lenders’ responses. (b) The Maturity Date shall be extended only if the Required Lenders (calculated excluding any Lender in default in its obligation to fund Loans hereunder and prior to after giving effect to any replacements of Lenders permitted herein) have consented thereto (the Lenders that so consent being the “Consenting Lenders” and the Lenders that do not consent being the “Non-Consenting Lenders”) have consented thereto). If so extended, the Maturity Date, as to the Consenting Lenders, shall be extended to the same date in the year following 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, specifying the date of such confirmation (the “Extension Confirmation Date”), the Extension Effective Date, and the new Maturity Date (after giving effect to such extension). As a condition precedent to such extension, the Borrower shall deliver to the Administrative Agent a certificate of the Borrower dated as of the Extension Confirmation Date (in sufficient copies for each Lender) 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, (A) before and after giving effect to such extension, the representations and warranties contained in Article III made by it are true and correct on and as of the Extension Confirmation Date, except to the extent that such representations and warranties specifically refer to an earlier date, (B) before and after giving effect to such extension no to Default exists or will exist as of the Extension Confirmation Date, and (C) since December 31, 20042006, no event, development or circumstance that has had or could reasonably be expected excepted to have a Material Adverse Effect has occurred. The Borrower shall prepay repay any Loans outstanding on the Extension Effective Date (and pay any and additional amounts required pursuant to Section 2.132.16) to the extent necessary to keep outstanding Loans ratable with any revised and new Applicable Percentages of all the Lenders effective as of the Extension Effective Date; and if after giving effect to such prepayment, the total Credit Exposures exceeds the total Commitments then in effect as a result of an LC Exposure, then the Borrower will pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.06(j). In addition, each Consenting Lender shall automatically (without any further action) and ratably acquire on the Extension Effective Date the Non-Consenting Lenders’ participations in Letters of Credit, in an amount equal to such Consenting Lender’s Applicable Percentage of the amount of such participants.”

Extension of Maturity Date. (a) Not earlier than 90 days prior toThe Borrowers may request, nor later than 30 days prior to, each anniversary of May 31, 2006, and on not more than two occasions, the Borrower may, upon notice by written request given to the Administrative Agent (which shall promptly notify the Lenders)"Extension Request") not earlier than 120 nor later than 90 days prior to the then current Maturity Date, request a one-year extension of that this agreement be amended to extend the Maturity Date then in effect. Within 30 days of delivery to a date one year later than the effective date of such notice, amendment (the "Extension Amendment"). A copy of the Extension Request shall be provided by the Administrative Agent to each Lender in accordance with Section 14.18. Each Lender shall notify the Administrative Agent as to whether or not it irrevocably consents to the Extension Amendment within 30 days following receipt of the Extension Request. If any Lender does not provide such extension (which consent may be given or withheld in notice within such Lender’s sole and absolute discretion). Any time, such Lender not responding within the above time period shall be deemed not to have not consented to the Extension Amendment. Where the Extension Amendment has been consented to by Lenders which, in the aggregate, have extended to the Borrowers under the Credit Facility an amount of credit outstanding which is equal to at least four-fifths of the total amount of credit outstanding under the Credit Facility at such extensiontime, but has not been consented to by all of the Lenders, then on or before the second Banking Day following the aforesaid 30 day period, the Administrative Agent shall give written notice to the Borrowers and the Lenders advising as to those Lenders who have irrevocably consented to the Extension Amendment (the "Consenting Lenders") and those Lenders who have not consented or who have been deemed to have not consented to the Extension Amendment (the "Dissenting Lenders"). For certainty, the determination of whether such four-fifths consent threshold has been met may be made, subject to the terms and conditions hereof, following a permanent reduction of the Credit Facility pursuant to Section 2.04. (b) A Consenting Lender, at its option, may acquire all or any portion of the rights and obligations of the Dissenting Lenders under the Credit Facility by giving written notice to the Administrative Agent of the portion of the rights and obligations of the Dissenting Lenders under the Credit Facility which such Consenting Lender is prepared to acquire. Such notice shall be given within 10 days following receipt of the notice from the Administrative Agent advising as to the Consenting Lenders and the Dissenting Lenders pursuant to Section 9.02(a). If more than one Consenting Lender gives notice to the Administrative Agent that it wishes to acquire all or a portion of the rights and obligations of the Dissenting Lenders under the Credit Facility, then each Consenting Lender shall be entitled to acquire its rateable portion of the rights and obligations of the Dissenting Lenders under the Credit Facility. For the purpose of this Section 9.02(b), the Consenting Lenders' rateable portion shall be determined based on the aggregate amount of the Individual Commitments with respect to the Credit Facility (before acquisition under this Section 9.02) of each of the Consenting Lenders wishing to acquire a portion of the rights and obligations of the Dissenting Lenders under the Credit Facility. The Administrative Agent shall promptly notify give written notice to the Borrower and Borrowers within two Banking Days following the Lenders expiry of the Lenders’ responsestime for Consenting Lenders to give notice of acquisition pursuant to this Section 9.02(b), of the Individual Commitments of the Dissenting Lenders with respect to the Credit Facility to be so acquired. (bc) The Maturity Date shall be extended only if If one or more of the Required consenting Lenders (calculated excluding any Lender in default in its obligation to fund Loans hereunder and prior to giving effect to any replacements of Lenders permitted hereinthe "Acquiring Lenders") (the “Consenting Lenders”) have consented thereto. If so extended, the Maturity Date, as to the Consenting Lenders, shall be extended to the same date in the year following 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, specifying the date of such confirmation (the “Extension Confirmation Date”), the Extension Effective Date, and the new Maturity Date (after giving effect to such extension). As a condition precedent to such extension, the Borrower shall deliver has given notice to the Administrative Agent that it wishes to acquire all or a certificate portion of the Borrower dated as rights and obligations of the Extension Confirmation Date (in sufficient copies for each Lender) signed by a Responsible Officer of Dissenting Lenders under the Borrower (i) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such extension and (ii) certifying that, (A) before and after giving effect to such extension, the representations and warranties contained in Article III made by it are true and correct on and as of the Extension Confirmation Date, except to the extent that such representations and warranties specifically refer to an earlier date, (B) before and after giving effect to such extension no Default exists or will exist as of the Extension Confirmation Date, and (C) since December 31, 2004, no event, development or circumstance that has had or could reasonably be expected to have a Material Adverse Effect has occurred. The Borrower shall prepay any Loans outstanding on the Extension Effective Date (and pay any additional amounts required Credit Facility pursuant to Section 2.13) 9.02(b), then, concurrently with the notice given to the extent necessary Borrowers pursuant to keep outstanding Loans ratable with any revised and new Applicable Percentages of all Section 9.02(b), the Lenders effective as Administrative Agent shall give notice to each of the Acquiring Lenders setting out the amount of the Individual Commitments of and the amount of the outstanding credit extended by the Dissenting Lenders to be acquired by each of the Acquiring Lenders in accordance with Section 9.02(b) and of the date (the "Acquisition Date") on which the acquisition shall be effective. The Acquisition Date shall be a date to be determined by the Administrative Agent but in any event prior to the then current Maturity Date. At or before 11:00 a.m. (Toronto time) on the Acquisition Date, each Acquiring Lender shall deposit with or transfer to the Administrative Agent for the account of the Dissenting Lenders an amount equal to the amount of the outstanding credit to be acquired by it pursuant to this Section 9.02(c) and the Borrowers shall pay to the Administrative Agent, on behalf of the Dissenting Lenders, all accrued and unpaid interest on any outstanding credit being acquired by the Acquiring Lenders. Upon receipt of such amounts, the Administrative Agent shall (iii) disburse such amounts to each of the Dissenting Lenders in accordance with their respective entitlement thereto against delivery of assignments in the form of Schedule C hereto evidencing the assignment by the Dissenting Lenders 61 - 55 - to the Acquiring Lenders of their respective right, title and interest in and to those portions of the outstanding credit to be acquired hereunder; and (iv) make appropriate entries in the books of account regarding the Credit Facility. The provisions of Section 15.05(c) shall apply mutatis mutandis to any acquisition pursuant to this Section 9.02. (d) If the Borrowers have requested an Extension Effective Amendment and such Extension Amendment has not been consented to by all of the Lenders, and if the Acquiring Lenders have not acquired all of the rights and obligations of the Dissenting Lenders under the Credit Facility, then the Borrowers may locate one or more other Persons ("Substitute Lenders"), satisfactory to the Administrative Agent acting reasonably and who irrevocably consents to the Extension Amendment, to become Lenders and to acquire all or a rateable portion of the rights and obligations of the Dissenting Lenders under the Credit Facility which have not been acquired by the Acquiring Lenders. If not all of the rights and obligations of the Dissenting Lenders under the Credit Facility have been acquired by Acquiring Lenders or Substitute Lenders or both on or before the then current Maturity Date, there shall be no extension of the then current Maturity Date. If all of the rights and obligations of the Dissenting Lenders under the Credit Facility have been acquired by Acquiring Lenders or Substitute Lenders or both on or before the then current Maturity Date, the Extension Amendment shall become effective on the then current Maturity Date.”

Extension of Maturity Date. (a) Not earlier than 90 60 days prior to, nor later than 30 45 days prior toto March 11, each anniversary of May 312009 and March 11, 20062010 (each, and on not more than two occasionsan “Anniversary Date”), the Borrower may, upon notice to the Administrative Agent (which shall promptly notify the Lenders), request a one-year extension of the such Maturity Date then in effectDate. Within 30 days of delivery of such notice, each Lender shall notify the Administrative Agent whether or not it consents to such extension (which consent may be given or withheld in such Lender’s sole and absolute discretion). Any Lender not responding within the above time period shall be deemed not to have consented to such extension. The Administrative Agent shall promptly notify the Borrower and the Lenders of the Lenders’ responses. (b) The Maturity Date shall be extended only if the Required Lenders (calculated excluding any Lender in default in its obligation to fund Loans hereunder and prior to giving effect to any replacements of Lenders permitted herein) (the “Consenting Lenders”) have consented thereto. If so extended, the Maturity Date, as to the Consenting Lenders, shall be extended to the same date in the which is one year following after the Maturity Date then in effect effect, effective as of the date the Administrative Agent has received the documents required to be delivered by Section 2.14(c)(iii) (such existing Maturity Date being the “Extension Effective Date”). The Administrative Agent and the Borrower shall promptly confirm to the Lenders such extensionextension and the Extension Effective Date. (c) Notwithstanding the foregoing, specifying the date extension of such confirmation the Maturity Date pursuant to this Section shall not be effective with respect to any Lender unless: (the “Extension Confirmation Date”), i) on the Extension Effective Date, no Default shall have occurred and be continuing, and no Default shall occur, as a result of such extension; (ii) on and as of the new Maturity Date (Extension Effective Date, the representations and warranties contained in this Agreement are true and correct both before and after giving effect to such extension). As a condition precedent to such the extension, as though made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); (iii) the Borrower shall deliver to the Administrative Agent (A) copies of corporate resolutions certified by the Secretary or Assistant Secretary of the Borrower, or such other evidence as may be satisfactory to the Administrative Agent, demonstrating that the Borrower’s incurrence of indebtedness hereunder with a Maturity Date as extended pursuant to this Section has been duly authorized by all necessary corporate action and (B) a certificate of the Borrower signed by a Responsible Officer dated as of the Extension Confirmation Effective Date certifying that (in sufficient copies for each Lender) 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, (A1) before and after giving effect to such extension, the representations and warranties contained in Article III V and the other Loan Documents made by it are true and correct in all material respects on and as of the Extension Confirmation 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 as of such earlier date, and except that for purposes of this Section, the representations and warranties contained in subsections (Ba) and (b) of Section 5.06 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.02, (2) before and after giving effect to such extension no Default exists or will exist as of the Extension Confirmation Dateexist, and (C3) no event has occurred since December 31, 2004, no event, development or circumstance the date of the most recent audited financial statements of the Borrower delivered pursuant to Section 6.02(a) and (b) that has had had, or could reasonably be expected to have have, a Material Adverse Effect has occurred. Effect; and H-716717.9 (iv) the Borrower shall deliver to the Administrative Agent an opinion of counsel addressing such matters relating to such extension as the Administrative Agent may reasonably request. (d) If any Lender does not consent to the extension of the Maturity Date as provided in this Section 2.14 (a “Declining Lender”), the Borrower shall have the right to replace such Lender in accordance with Section 10.15. (e) The Borrower shall prepay pay any Loans outstanding on the Extension Effective Maturity Date (prior to giving effect to any extension) as to any non-extending Lenders (and pay any additional amounts required pursuant to Section 2.133.05) to the extent necessary to keep outstanding Loans ratable with any revised and new Applicable Percentages Pro Rata Shares of all the Lenders effective as of the Extension Effective Date.” (f) This Section shall supersede any provisions in Section 2.06 or 10.01 to the contrary.

Extension of Maturity Date. (a) Not earlier than 90 days prior to, nor later than At least 30 days prior to, each anniversary of May 31, 2006, and on but not more than two occasions60 days prior to any anniversary of the Closing Date, the Borrower mayBorrower, upon by written notice to the Administrative Agent Agent, may request, up to two (which shall promptly notify 2) times during the Lenders)term of this Agreement, request a one-year an extension of the Maturity Date in effect at such time by one year from its then in effectscheduled expiration. Within 30 days of delivery The Agent shall promptly notify each Lender of such noticerequest, and each Lender shall notify the Administrative Agent whether or in turn, in its sole discretion, not it consents later than 20 days prior to such extension (which consent may be given or withheld in such Lender’s sole and absolute discretion). Any Lender not responding within the above time period shall be deemed not to have consented to such extension. The Administrative Agent shall promptly anniversary date, notify the Borrower and the Lenders Agent in writing as to whether such Lender will consent to such extension. If any Lender shall fail to notify the Agent and the Borrower in writing of its consent to any such request for extension of the Lenders’ responsesMaturity Date at least 20 days prior to the applicable anniversary date, such Lender shall be deemed to be a Non-Extending Lender with respect to such request. The Agent shall notify the Borrower not later than 15 days prior to the applicable anniversary date of the decision of the Lenders regarding the Borrower’s request for an extension of the Maturity Date. (b) The Maturity Date shall be extended only if If all of the Required Lenders (calculated excluding any Lender consent in default in its obligation to fund Loans hereunder and prior to giving effect writing to any replacements such request in accordance with subsection (a) of this Section 2.23, upon receipt of a consent executed by the Lenders permitted herein) (and the “Consenting Lenders”) have consented thereto. If so extendedBorrower, the Maturity Date, as to the Consenting Lenders, shall be extended to the same date in the year following the Maturity Date then in effect (at such existing Maturity Date being time shall, effective as at the “Extension Effective Date”). The Administrative Agent and the Borrower shall promptly confirm to the Lenders such extension, specifying the applicable anniversary date of such confirmation (the “Extension Confirmation Date”), the be extended for one year; provided that on any Extension Effective Date, and the new Maturity Date (after giving effect to such extension). As a condition precedent to such extension, the Borrower shall deliver to the Administrative Agent a certificate of the Borrower dated as of the Extension Confirmation Date (in sufficient copies for each Lender) 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, (A) before and after giving effect to such extension, the representations and warranties of the Borrower contained in Article III made by it IV are true and correct on and as of the such Extension Confirmation Date, except to the extent that such representations and warranties specifically refer to an earlier date, (B) before and after giving effect to such extension no Default exists or will exist of the Maturity Date, as though made on and as of the such Extension Confirmation Date, and no Default or Event of Default shall have occurred and be continuing on such Extension Date. If less than all of the Lenders consent in writing to any such request in accordance with subsection (Ca) since December 31of this Section 2.23, 2004upon receipt of a consent executed by those Lenders that so consented (each an “Extending Lender”) and the Borrower, the Maturity Date in effect at such time shall, effective as at the applicable Extension Date and subject to subsection (d) of this Section 2.23, be extended as to the Extending Lenders but shall not be extended as to any other Lender (each a “Non-Extending Lender”). To the extent that the Maturity Date is not extended as to any Lender pursuant to this Section 2.23 and the Revolving Commitment of such Lender is not assumed in accordance with subsection (c) of this Section 2.23 on or prior to the applicable Extension Date, the Revolving Commitment of such Non-Extending Lender shall automatically terminate in whole on such unextended Maturity Date without any further notice or other action by the Borrower, such Lender or any other Person; provided that such Non-Extending Lender’s rights under Sections 2.13, 2.14, 2.16, 9.1 and 9.2, and its obligations under Section 9.2(b), shall survive the Maturity Date for such Non-Extending Lenders as to matters occurring prior to such date. It is understood and agreed that no eventLender shall have any obligation whatsoever to agree to any request made by the Borrower for any requested extension of the Maturity Date. (c) If less than all of the Lenders consent to any such request pursuant to subsection (a) of this Section 2.23, development or circumstance that has had or could reasonably be expected the Agent shall promptly so notify the Extending Lenders, and each Extending Lender may, in its sole discretion, give written notice to have a Material Adverse Effect has occurred. The Borrower shall prepay any Loans outstanding on the Agent not later than 10 days prior to the Extension Effective Date of the amount of the Non-Extending Lenders’ Revolving Commitments for which it is willing to accept an assignment. If the Extending Lenders notify the Agent that they are willing to accept assignments of Revolving Commitments in an aggregate amount that exceeds the amount of the Revolving Commitments of the Non-Extending Lenders, such Revolving Commitments shall be allocated among the Extending Lenders willing to accept such assignments in such amounts as are agreed between the Borrower and the Agent. If after giving effect to the assignments of Revolving Commitments described above there remains any Revolving Commitments of Non-Extending Lenders, the Borrower may arrange for one or more Extending Lenders or other Eligible Assignees (and pay any additional amounts required pursuant such Eligible Assignee to Section 2.13be referred to herein as an “Assuming Lender”) to the extent necessary to keep outstanding Loans ratable with any revised and new Applicable Percentages of all the Lenders assume, effective as of the Extension Effective Date, any Non-Extending Lender’s Revolving Commitment and all of the obligations of such Non-Extending Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Extending Lender; provided, however, that the amount of the Revolving Commitment of any such Assuming Lender as a result of such substitution shall in no event be less than $10,000,000 unless the amount of the Revolving Commitment of such Non-Extending Lender is less than $10,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that: (i) any such Extending Lender or Assuming Lender shall have paid to such Non-Extending 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-Extending Lender plus (B) any accrued but unpaid facility fees owing to such Non-Extending Lender as of the effective date of such assignment; (ii) all additional cost reimbursements, expense reimbursements and indemnities payable to such Non-Extending Lender, and all other accrued and unpaid amounts owing to such Non-Extending Lender hereunder, as of the effective date of such assignment shall have been paid to such Non-Extending Lender; and (iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section 9.06(b) for such assignment shall have been paid; provided further that such Non-Extending Lender’s rights under Sections 2.13, 2.14, 2.16, 9.1 and 9.2, and its obligations under Section 9.2(b), 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 Assuming Lender, if any, shall have delivered to the Borrower and the Agent an Assignment and Assumption, duly executed by such Assuming Lender, such Non-Extending Lender, the Borrower and the Agent, (B) any such Extending Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Agent as to the increase in the amount of its Revolving Commitment and (C) each Non-Extending Lender being replaced pursuant to this Section 2.23 shall have used its commercially reasonable efforts to deliver to the Agent any Note or Notes held by such Non-Extending Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of subsection (c) of this Section 2.23, each such Extending Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Extending Lender under this Agreement and shall be a Lender for all purposes of this Agreement, without any further acknowledgement by or the consent of the other Lenders, and the obligations of each such Non-Extending Lender hereunder shall, by the provisions hereof, be released and discharged.” (d) If (after giving effect to any assignments or assumptions pursuant to subsection (c) of this Section 2.23) Lenders have Revolving Commitments equal to at least 50% of the Revolving Commitments in effect immediately prior to the Extension Date consent to a requested extension not later than one Business Day prior to such Extension Date, the Agent shall so notify the Borrower, and, subject to (i) the representations and warranties of the Borrower contained in Article IV being correct on and as of the date of such extension of the Maturity Date, before and after giving effect thereto, as though made on and as of such date, (ii) no Default or Event of Default having occurred and being continuing on the Extension Date and (iii) execution of a consent by the Extending Lenders, Assuming Lenders and the Borrower, the Maturity Date then in effect shall be extended for the additional one-year period as described in subsection (a) of this Section 2.23, and all references in this Agreement, and in the Notes, if any, to the “Maturity Date” shall, with respect to each Extending Lender and each Assuming Lender for such Extension Date, refer to the Maturity Date as so extended. Promptly following each Extension Date, the Agent shall notify the Lenders (including, without limitation, each Assuming Lender) 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 Extending Lender and each such Assuming Lender.

Extension of Maturity Date. (a) Not earlier than 90 days prior to, nor later than 30 days prior to, each anniversary Borrower may request extensions of May 31, 2006, the Revolving Credit Termination Date and on the Maturity Date by making such request in writing not more than two occasionsninety (90) and not less than sixty (60) days prior to each Facility Anniversary Date, commencing with the Borrower maysecond Facility Anniversary Date. Bank has no obligation to extend the Revolving Credit Termination Date or the Maturity Date, upon notice and neither the Revolving Credit Termination Date nor the Maturity Date shall be extended unless Bank has agreed to do so in writing in its sole and absolute discretion and subject to the Administrative Agent (which shall promptly notify satisfaction of such underwriting requirements and other conditions as Bank may require in its sole and absolute discretion. If Borrower’s request for extension is approved, then the Lenders), request a one-year extension of the Revolving Credit Termination Date and the Maturity Date then in effectshall each be for a period of one (1) year. Within 30 days In addition to such other conditions precedent as Bank may require, any such extension shall be subject to the satisfaction of delivery the following conditions precedent: (i) Upon the request for any such extension and upon the effectiveness of such noticeextension, each Lender no Event of Default or Unmatured Event of Default shall notify have occurred and be continuing. (ii) Upon the Administrative Agent whether or not it consents to request for any such extension and upon the effectiveness of such extension, all representations and warranties shall be true and correct in all material respects. (which consent may be given or withheld iii) Upon the request for any such extension and upon the effectiveness of such extension, no Material Adverse Change shall have occurred. (iv) Upon the effectiveness of such extension, Borrower shall have paid all fees, expenses, and costs (including, without limitation, attorneys’ fees and costs) in connection with such Lenderextension. (v) Bank shall have received, at Borrower’s sole cost and expense, such endorsements and updates to all policies of title insurance in connection with the Deeds of Trust. (vi) Bank shall have received and approved, in Bank’s sole and absolute discretion). Any Lender not responding within the above time period shall be deemed not to have consented to , such extension. The Administrative Agent shall promptly notify the Borrower and the Lenders Appraisals of the Lenders’ responsesApproved Subdivision, Lots and Units as Bank may require. (b) The Maturity Date shall be extended only if the Required Lenders (calculated excluding any Lender in default in its obligation to fund Loans hereunder and prior to giving effect to any replacements of Lenders permitted herein) (the “Consenting Lenders”) have consented thereto. If so extended, the Maturity Date, as to the Consenting Lenders, shall be extended to the same date in the year following 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, specifying the date of such confirmation (the “Extension Confirmation Date”), the Extension Effective Date, and the new Maturity Date (after giving effect to such extension). As a condition precedent to such extension, the Borrower shall deliver to the Administrative Agent a certificate of the Borrower dated as of the Extension Confirmation Date (in sufficient copies for each Lender) 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, (A) before and after giving effect to such extension, the representations and warranties contained in Article III made by it are true and correct on and as of the Extension Confirmation Date, except to the extent that such representations and warranties specifically refer to an earlier date, (B) before and after giving effect to such extension no Default exists or will exist as of the Extension Confirmation Date, and (C) since December 31, 2004, no event, development or circumstance that has had or could reasonably be expected to have a Material Adverse Effect has occurred. The Borrower shall prepay any Loans outstanding on the Extension Effective Date (and pay any additional amounts required pursuant to Section 2.13) to the extent necessary to keep outstanding Loans ratable with any revised and new Applicable Percentages of all the Lenders effective as of the Extension Effective Date.”

Extension of Maturity Date. (a) Not earlier than 90 60 days prior to, nor later than 30 45 days prior to, each anniversary of May 31, 2006, and on not more than two occasionsthe Closing Date, the US Borrower may, upon notice to the Administrative Agent (which shall promptly notify the Lenders), request a one-year extension of the Maturity Date then in effect. Within 30 days of delivery of such notice, each Lender shall notify the Administrative Agent whether or not it consents to such extension (which consent may be given or withheld in such Lender’s 's sole and absolute discretion). Any Lender not responding within the above time period shall be deemed not to have consented to such extension. The Administrative Agent shall promptly notify the US Borrower and the Lenders of the Lenders’ ' responses. (b) The Maturity Date shall be extended only if Lenders holding at least 75% of the Required Lenders Aggregate Commitments (calculated excluding any Lender in default in its obligation to fund Loans hereunder Defaulting Lenders and prior to giving effect to any replacements of Lenders permitted herein) (the “"Consenting Lenders”") have consented thereto. If so extended, the Maturity Date, as to the Consenting Lenders, shall be extended to the same date in the year 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 US Borrower shall promptly confirm to the Lenders such extension, specifying the date of such confirmation (the “Extension Confirmation Date”), extension and the Extension Effective Date, and the new Maturity Date (after giving effect to such extension). As a condition precedent to such extension, the US Borrower shall deliver to the Administrative Agent a certificate of the Borrower each Loan Party dated as of the Extension Confirmation Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of the Borrower such Loan Party (i) certifying and attaching the resolutions adopted by the Borrower such Loan Party approving or consenting to such extension and (ii) in the case of each Borrower, certifying that, (A) before and after giving effect to such extension, the representations and warranties contained in Article III VII and the other Loan Documents made by it are true and correct in all material respects on and as of the Extension Confirmation Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, (B) before and after giving effect to such extension no Default exists or will exist as of the Extension Confirmation Dateexist, and (C) no event has occurred since December 31, 2004, no event, development or circumstance the date of the most recent audited financial statements of the US Borrower delivered pursuant to Section 8.02(a) that has had had, or could reasonably be expected to have have, a Material Adverse Effect has occurredEffect. The US Borrower shall prepay any US Committed Loans outstanding on the Extension Effective Date (and pay any additional amounts required pursuant to Section 2.135.05) to the extent necessary to keep outstanding US Committed Loans ratable with any revised and new Applicable Percentages Pro Rata Shares of all the Lenders effective as of the Extension Effective Date. Each Canadian Borrower shall prepay any Canadian Committed Loans owing by it outstanding on the Extension Effective Date (and pay any additional amounts required pursuant to Section 5.05) to the extent necessary to keep outstanding Canadian Committed Loans ratable with any revised and new Pro Rata Shares of all the Canadian Lenders effective as of the Extension Effective Date.” (c) If any Lender does not consent to the extension of the Maturity Date as provided in this Section 4.08, the US Borrower shall have the right to replace such Lender in accordance with Section 12.17. (d) This Section shall supersede any provisions in Section 4.06 or 12.01 to the contrary. DEVON CREDIT AGREEMENT

Extension of Maturity Date. (a) Not earlier than 90 days prior to, nor later than 30 days prior to, the Initial Maturity Date and each anniversary of May 31, 2006, and on not more than two occasionsthe Initial Maturity Date, the Borrower may, upon notice to the Administrative Agent (which shall promptly notify the Lenders), request a one-year extension of the Maturity Date then in effect, provided, however, that the Borrower may not request more than two such extensions during the term of this Agreement. Within 30 15 days of delivery of such notice, each Lender shall notify the Administrative Agent whether or not it consents to such extension (which consent may be given or withheld in such Lender’s sole and absolute discretion). Any Lender not responding within the above time period shall be deemed not to have consented to such extension. The Administrative Agent shall promptly notify the Borrower and the Lenders of the Lenders’ responses. (b) The Maturity Date shall be extended only if the Required Lenders (calculated excluding any Defaulting Lender in default in its obligation to fund Loans hereunder and prior to after giving effect to any replacements of Lenders permitted herein) have consented thereto (the Lenders that so consent being the “Consenting Lenders” and the Lenders that do not consent being the “Non-Consenting Lenders”) have consented thereto). If so extended, the Maturity Date, as to the Consenting Lenders, shall be extended to the same date in the year following 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, specifying the date of such confirmation (the “Extension Confirmation Date”), the Extension Effective Date, and the new Maturity Date (after giving effect to such extension). As a condition precedent to such extension, the Borrower shall deliver to the Administrative Agent a certificate of the Borrower dated as of the Extension Confirmation Date (in sufficient copies for each Lender) 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, (A) before and after giving effect to such extension, the representations and warranties contained in Article III made by it are true and correct in all material respects (or, in the case of any such representations and warranties that are qualified as to materiality, the accuracy in all respects of such representations and warranties) on and as of the Extension Confirmation Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (or, in the case of any such representations and warranties that are qualified as to materiality, the accuracy in all respects of such representations and warranties) as of such earlier date, (B) before and after giving effect to such extension no Default exists or will exist as of the Extension Confirmation Date, and (C) since December 31, 20042013, no event, development or circumstance that has had or could reasonably be expected to have a Material Adverse Effect has occurred. The Borrower shall prepay any Loans outstanding on the Extension Effective Date (and pay any additional amounts required pursuant to Section 2.132.16) to the extent necessary to keep outstanding Loans ratable with any revised and new Applicable Percentages of all the Lenders effective as of the Extension Effective Date; and if, after giving effect to such prepayment, the total Credit Exposures exceeds the total Commitments then in effect as a result of an LC Exposure, then the Borrower will pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.06(j). In addition, each Consenting Lender shall automatically (without any further action) and ratably acquire on the Extension Effective Date the Non-Consenting Lenders’ participations in Letters of Credit, in an amount equal to such Consenting Lender’s Applicable Percentage of the amount of such participations.”

Extension of Maturity Date. (a) Not earlier than 90 60 days prior to, nor later than 30 days prior to, each anniversary of May 31, 2006, and on not more than two occasionsthe Effective Date, the Borrower may, upon notice to the Administrative Agent (which who shall promptly notify the Lenders), request a one-one year extension of the Maturity Date then in effectDate. Within 30 15 days of delivery of such notice, each Lender shall notify the Administrative Agent whether or not it consents to such extension (which consent may be given or withheld in such Lender’s sole and absolute discretion). Any Lender not responding within the above time period shall be deemed not to have consented to such extension. The Administrative Agent shall promptly notify the Borrower and the Lenders of the Lenders’ responses. If any Lender declines, or is deemed to have declined, to consent to such extension, the Borrower may cause any such Lender to be removed or replaced as a Lender pursuant to Section 10.13. (b) The Maturity Date shall be extended only if Lenders holding at least 62.5% of the Required Lenders Commitment Amount (calculated excluding any Lender in default in its obligation to fund Loans hereunder and immediately prior to giving effect to any removals and/or replacements of Lenders permitted herein) and all Lenders (after giving effect to any removals and/or replacements of Lenders permitted herein) (the “Consenting Lenders”) have consented thereto. If so extended, the Maturity Date, as to the Consenting Lenders, shall be extended to a date 364 days from the same date in existing Maturity Date, effective as of the year following 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, specifying the date of such confirmation (the “Extension Confirmation Date”), extension and the Extension Effective Date, and the new Maturity Date (after giving effect to such extension). As a condition precedent to such extension, the Borrower shall deliver to the Administrative Agent a certificate of the Borrower dated as of the Extension Confirmation Effective Date (in sufficient copies for each Lender) signed by a Responsible an Authorized Officer of the Borrower (i) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such extension and (ii) certifying that, (A) before and after giving effect to such extension, the representations and warranties contained in Article III made by it VI are true and correct on and as of the Extension Confirmation Date, except to the extent that such representations Effective Date and warranties specifically refer to an earlier date, (B) before and after giving effect to such extension no Default exists or will exist as Event of Default exists. The Agent shall distribute a schedule (which shall be deemed incorporated into this Agreement) to reflect any changes in the Extension Confirmation DateCommitment Amount, Lenders and (C) since December 31, 2004, no event, development or circumstance that has had or could reasonably be expected to have a Material Adverse Effect has occurredPercentages. The Borrower shall prepay any Loans outstanding on the Extension Effective Date (and pay prepay any additional amounts required pursuant to Section 2.134.4) to the extent necessary to keep outstanding Loans ratable with any revised and new Applicable the Percentages of all the Lenders effective as of Lenders. (c) This Section 2.8 shall supersede any provisions in Section 10.1 to the Extension Effective Datecontrary.”

Extension of Maturity Date. (a) Not earlier than 90 days prior to, nor later than 30 days prior to, each anniversary of May 31, 2006, and on not more than two occasions, the The US Facility Borrower may, at any time and from time to time, upon notice to the Administrative Agent (which shall promptly notify the Lenders), request request, for itself and the Canadian Borrowers, a one-year extension of the Maturity Date then in effect. Within 30 days of delivery of such notice, each Lender shall notify the Administrative Agent whether or not it consents to such extension (which consent may be given or withheld in such Lender’s sole and absolute discretion). The US Facility Borrower may not request more than two such extensions. Any Lender not responding within the above time period shall be deemed not to have consented to such extension. The Administrative Agent shall promptly notify the US Facility Borrower and the Lenders of the Lenders’ responses. (b) The Maturity Date shall be extended only if Lenders constituting the Extension Required Lenders (calculated excluding any Lender in default in its obligation to fund Loans hereunder and prior to giving effect to any replacements of Lenders permitted herein) (the “Consenting Lenders”) have consented thereto. If so extended, the Maturity Date, as to the Consenting Lenders, shall be extended to the same date in the year 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 US Facility Borrower shall promptly confirm to the Lenders such extension, specifying the date of such confirmation (the “Extension Confirmation Date”), extension and the Extension Effective Date, and the new Maturity Date (after giving effect to such extension). As a condition precedent to such extension, the US Facility Borrower shall deliver to the Administrative Agent a certificate of the Borrower each Loan Party dated as of the Extension Confirmation Effective Date (in sufficient copies for each Lender) 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) Loan Party certifying that, (A) before and after giving effect to such extension, the any representations and warranties contained in Article III VII made by it are true and correct in all material respects on and as of the Extension Confirmation Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, (B) immediately before and immediately after giving effect to such extension no Default exists or will exist as of the Extension Confirmation Dateexist, and (C) since December 31from the date of the most recent financial statements of Parent delivered pursuant to Section 8.03 to and including the proposed Extension Effective Date there has been no material adverse change in the consolidated financial condition, 2004or in the consolidated results of operations, no event, development or circumstance of Parent and its consolidated Subsidiaries from that has had or could reasonably be expected to have a Material Adverse Effect has occurredshown on such most recent financial statements. The US Facility Borrower shall prepay any US Committed Loans outstanding on the Extension Effective Date (and pay any additional amounts required pursuant to Section 2.135.05) to the extent necessary to keep outstanding US Committed Loans ratable with any revised and new Applicable Percentages Pro Rata Shares of all the US Lenders effective as of the Extension Effective Date. Each Canadian Facility Borrower shall prepay any Canadian Committed Loans owing by it outstanding on the Extension Effective Date (and pay any additional amounts required pursuant to Section 5.05) to the extent necessary to keep outstanding Canadian Committed Loans ratable with any revised and new Pro Rata Shares of all the Canadian Lenders effective as of the Extension Effective Date.” (c) If any Lender does not consent to the extension of the Maturity Date as provided in this Section 4.07, the US Facility Borrower shall have the right to replace such Lender in accordance with Section 12.11. (d) This Section shall supersede any provisions in Section 4.06 or 12.01 to the contrary.

Extension of Maturity Date. Borrower may prior to the Revolving Facility Maturity Date and the Term Maturity Date then in effect hereunder with respect to the Loans (the “Existing Maturity Date”) extend the Existing Maturity Date of both of the Revolving Facility Maturity Date and the Term Maturity Date, in each case, by three (3) months, subject to the following terms and conditions: (a) Not earlier not later than 90 thirty (30) days prior toto the Existing Maturity Date, nor later than 30 days prior to, each anniversary of May 31, 2006, and on not more than two occasions, Borrower shall deliver irrevocable written notice indicating its intention to extend the Borrower may, upon notice Existing Maturity Date to the Administrative Agent (which shall promptly notify each of the Lenders), request a one-year extension of the Maturity Date then in effect. Within 30 days of delivery of such notice, each Lender (b) Borrower shall notify pay to the Administrative Agent whether or not it consents for the account of each Lender an extension fee in an amount equal to such extension (which consent may be given or withheld in such Lender’s sole and absolute discretion). Any Lender not responding within the above time period shall be deemed not to have consented to such extension. The Administrative Agent shall promptly notify the Borrower and the Lenders 0.75% of the Lenders’ responses. (b) The Maturity Date shall be extended only if Revolving Commitment of such Lender and aggregate principal amount of the Required Lenders (calculated excluding any outstanding Term Loans of such Lender in default in its obligation to fund Loans hereunder and prior to giving effect to any replacements as of Lenders permitted herein) (the “Consenting Lenders”) have consented thereto. If so extended, the Maturity Date, as to the Consenting Lenders, shall be extended to the same date in the year following 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, specifying the date of such confirmation request and (the “Extension Confirmation Date”), the Extension Effective Date, and the new Maturity Date (after giving effect to such extension). As a condition precedent to such extension, the c) Borrower shall deliver to the Administrative Agent a certificate of the Borrower dated as of the Extension Confirmation Existing Maturity Date (in sufficient copies for each Lender) 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, (A) before and after giving effect to such extension, the (i) no Default or Event of Default exists and (ii) all representations and warranties contained herein and in Article III made by it are the other Loan Documents shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) with such effect as though such representations and warranties had been made on and as of the Extension Confirmation Existing Maturity Date, except to the extent that such representations and warranties specifically refer expressly relate to an earlier date, (B) before and after giving effect to such extension no Default exists or will exist as of the Extension Confirmation Date, and (C) since December 31, 2004, no event, development or circumstance that has had or could reasonably be expected to have a Material Adverse Effect has occurred. The Borrower This Section 2.08 shall prepay supersede any Loans outstanding on the Extension Effective Date (and pay any additional amounts required pursuant to provisions in Section 2.13) 10.02 to the extent necessary to keep outstanding Loans ratable with any revised and new Applicable Percentages of all the Lenders effective as of the Extension Effective Datecontrary.”

Extension of Maturity Date. (a) Not Borrower may extend the Revolving Maturity Date for a period of one year upon the following terms and conditions: (i) delivery by Borrower of a written notice to Agent (the “Revolving Extension Notice”) on or before a date that is not earlier than 90 120 days prior to, nor later than 30 days prior to, each anniversary of May 31, 2006, and on not more than two occasions, the Borrower may, upon notice to the Administrative Agent (original Revolving Maturity Date, which shall promptly notify Revolving Extension Notice the Lenders), request a one-year extension of the Maturity Date then in effect. Within 30 days of delivery of such notice, each Lender shall notify the Administrative Agent whether or not it consents to such extension (which consent may be given or withheld in such Lender’s sole and absolute discretion). Any Lender not responding within the above time period shall be deemed not to have consented to such extension. The Administrative Agent shall promptly notify deliver to the Lenders; (ii) no Default or Event of Default shall have occurred and be continuing both on the date Borrower delivers the Revolving Extension Notice and on the Lenders original Revolving Maturity Date (the “Revolving Extension Date”), and (iii) Borrower shall pay the Revolving Extension Fee to Agent, for the account of each Lender in proportion to its Applicable Percentage, on or before the Revolving Extension Date. Borrower’s delivery of the Lenders’ responsesRevolving Extension Notice shall be irrevocable. (b) The Borrower may extend the Term Maturity Date shall be extended only if for a period of one year upon the Required Lenders following terms and conditions: (calculated excluding any Lender in default in its obligation i) delivery by Borrower of a written notice to fund Loans hereunder and prior to giving effect to any replacements of Lenders permitted herein) Agent (the “Consenting LendersTerm Extension Notice”) have consented thereto. If so extendedon or before a date that is not earlier than 120 days prior to, nor later than 30 days prior to the original Term Maturity Date, as which Term Extension Notice the Agent shall promptly deliver to the Consenting Lenders, ; (ii) no Default or Event of Default shall have occurred and be extended to continuing both on the same date in Borrower delivers the year following Term Extension Notice and on the original Term 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, specifying the date of such confirmation (the “Term Extension Confirmation Date”), the Extension Effective Date, and the new Maturity Date (after giving effect to such extension). As a condition precedent to such extension, the iii) Borrower shall deliver pay the Term Extension Fee to Agent, for the Administrative Agent a certificate account of each Lender in proportion to its Applicable Percentage, on or before the Term Extension Date. Borrower’s delivery of the Borrower dated as of the Term Extension Confirmation Date (in sufficient copies for each Lender) 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, (A) before and after giving effect to such extension, the representations and warranties contained in Article III made by it are true and correct on and as of the Extension Confirmation Date, except to the extent that such representations and warranties specifically refer to an earlier date, (B) before and after giving effect to such extension no Default exists or will exist as of the Extension Confirmation Date, and (C) since December 31, 2004, no event, development or circumstance that has had or could reasonably Notice shall be expected to have a Material Adverse Effect has occurred. The Borrower shall prepay any Loans outstanding on the Extension Effective Date (and pay any additional amounts required pursuant to Section 2.13) to the extent necessary to keep outstanding Loans ratable with any revised and new Applicable Percentages of all the Lenders effective as of the Extension Effective Dateirrevocable.”

Extension of Maturity Date. (a) Not earlier than 90 days prior to, nor later than 30 days prior to, each anniversary the first two anniversaries of May 31, 2006, and on not more than two occasionsthe Closing Date, the Borrower may, upon notice to the Administrative Agent (which shall promptly notify the Lenders), request a one-year extension of the Maturity Date then in effect. Within 30 days of delivery of such notice, each Lender shall notify the Administrative Agent whether or not it consents to such extension (which consent may be given or withheld in such Lender’s 's sole and absolute discretion). Any Lender not responding within the above time period shall be deemed not to have consented to such extension. The Administrative Agent shall promptly notify the Borrower and the Lenders of the Lenders’ ' responses. Nothing in this Section shall be deemed to restrict the ability of any Lender that declines, or is deemed to have declined, to consent to a requested extension from offering to assign its Commitment pursuant to Section 10.07(b) to one or more other Lenders or Eligible Assignees procured by the Borrower. (b) The Maturity Date shall be extended only if the Required all Lenders (calculated excluding any Lender in default in its obligation to fund Loans hereunder and prior to giving effect to any replacements of Lenders permitted herein) (the “Consenting Lenders”) have consented thereto. If so extended, the Maturity Date, as to the Consenting Lenders, Date shall be extended to the same date in the year 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, specifying the date of such confirmation (the “Extension Confirmation Date”), extension and the Extension Effective Date, and the new Maturity Date (after giving effect to such extension). As a condition precedent to such extension, the Borrower shall deliver to the Administrative Agent a certificate of the Borrower each Loan Party dated as of the Extension Confirmation Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of the Borrower such Loan Party (i) certifying and attaching the resolutions adopted by the Borrower such Loan Party approving or consenting to such extension and (ii) in the case of the Borrower, certifying that, (A) before and after giving effect to such extension, (A) the representations and warranties contained in Article III made by it V and the other Loan Documents are true and correct on and as of the Extension Confirmation Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) before and after giving effect to such extension no Default exists exists. (c) This Section shall supersede any provisions in Section 2.13 or will exist as of the Extension Confirmation Date, and (C) since December 31, 2004, no event, development or circumstance that has had or could reasonably be expected to have a Material Adverse Effect has occurred. The Borrower shall prepay any Loans outstanding on the Extension Effective Date (and pay any additional amounts required pursuant to Section 2.13) 10.01 to the extent necessary to keep outstanding Loans ratable with any revised and new Applicable Percentages of all the Lenders effective as of the Extension Effective Datecontrary.”

Extension of Maturity Date. (a) Not earlier than 90 60 days prior to, nor later than 30 45 days prior to, each anniversary of May 31the Effective Date, 2006, and the Borrower may (but in no event on not more than two occasions, occasions during the Borrower mayterm of this Agreement), upon notice to the Administrative Agent (which shall promptly notify the Lenders), request a one-year extension of the Maturity Date then in effectDate. Within 30 days of delivery of such notice, each Lender shall notify the Administrative Agent whether or not it consents to such extension (which consent may be given or withheld in such Lender’s sole and absolute discretion). Any Lender not responding within the above time period shall be deemed not to have consented to such extension. The Administrative Agent shall promptly notify the Borrower and the Lenders of the Lenders’ responses. (b) The Maturity Date shall be extended only if the Required Majority Lenders (calculated excluding any Lender in default in its obligation to fund Loans hereunder and prior to giving effect to any replacements of Lenders permitted herein) (the “Consenting Lenders”) have consented thereto. If so extended, the Maturity Date, as to the Consenting Lenders, shall be extended to the same date in the which is one year following after the Maturity Date then in effect effect, effective as of the date the Administrative Agent has received the documents required to be delivered by Section 2.14(c)(iii) (such existing Maturity Date being the “Extension Effective Date”). The Administrative Agent and the Borrower shall promptly confirm to the Lenders such extensionextension and the Extension Effective Date. (c) Notwithstanding the foregoing, specifying the date extension of such confirmation the Maturity Date pursuant to this Section 2.14 shall not be effective with respect to any Lender unless: (the “Extension Confirmation Date”), i) on the Extension Effective Date, no Default shall have occurred and be continuing, and no Default shall occur, as a result of such extension; (ii) on and as of the new Maturity Date (Extension Effective Date, the representations and warranties contained in this Agreement are true and correct both before and after giving effect to such extension). As a condition precedent to such the extension, as though made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); and (iii) the Borrower shall deliver to the Administrative Agent (A) copies of corporate resolutions certified by the Secretary or Assistant Secretary of the Borrower, or such other evidence as may be satisfactory to the Administrative Agent, demonstrating that the Borrower’s incurrence of indebtedness hereunder with a Maturity Date as extended pursuant to this Section 2.14 has been duly authorized by all necessary corporate action and (B) a certificate of the Borrower signed by a Responsible Officer dated as of the Extension Confirmation Effective Date certifying that (in sufficient copies for each Lender) 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, (A1) before and after giving effect to such extension, the representations and warranties contained in Article III V (excluding the representation and warranty set forth in Section 5.06(c) of this Agreement) and the other Loan Documents made by it are true and correct in all material respects on and as of the Extension Confirmation 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 as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections (Ba) and (b) of Section 5.06 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.02, (2) before and after giving effect to such extension no Default exists or will exist as of the Extension Confirmation Dateexist, and (C3) no event has occurred since December 31, 2004, no event, development or circumstance the date of the most recent audited financial statements of the Borrower delivered pursuant to Section 6.02(a) and (b) that has had had, or could reasonably be expected to have have, a Material Adverse Effect has occurred. Effect. (d) If any Lender does not consent to the extension of the Maturity Date as provided in this Section 2.14 (a “Declining Lender”), the Borrower shall have the right to replace such Lender in accordance with Section 10.15. (e) The Borrower shall prepay pay any Loans outstanding on the Extension Effective Maturity Date (prior to giving effect to any extension) as to any non-extending Lenders (and pay any additional amounts required pursuant to Section 2.133.05) to the extent necessary to keep outstanding Loans ratable with any revised and new Applicable Percentages Pro Rata Shares of all the Lenders effective as of extending such Maturity Date (after giving effect to such extension). (f) This Section 2.14 shall supersede any provisions in Section 2.07 or 10.01 to the Extension Effective Datecontrary.”

Extension of Maturity Date. (a) Not earlier than 90 days prior to, nor later than 30 days prior to, each anniversary of May 31, 2006, and on not more than two occasionsthe Effective Date, the US Borrower may, upon notice to the Administrative Agent (which shall promptly notify the Lenders), request a one-year extension of the Maturity Date then in effect. Within 30 days of delivery of such notice, each Lender shall notify the Administrative Agent whether or not it consents to such extension (which consent may be given or withheld in such Lender’s sole and absolute discretion). Any Lender not responding within the above time period shall be deemed not to have consented to such extension. The Administrative Agent shall promptly notify the US Borrower and the Lenders of the Lenders’ responses. (b) The Maturity Date shall be extended only if Lenders holding more than 50% of the Required Lenders Aggregate Commitments (calculated excluding any Lender in default in its obligation to fund Loans hereunder Defaulting Lenders and prior to giving effect to any replacements of Lenders permitted herein) (the “Consenting Lenders”) have consented thereto. If so extended, the Maturity Date, as to the Consenting Lenders, shall be extended to the same date in the year following year, effective as of the Maturity Date then in effect date of such extension by the Consenting Lenders (such existing Maturity Date effective date being the “Extension Effective Date”). The Administrative Agent and the US Borrower shall promptly confirm to the Lenders such extension, specifying the date of such confirmation (the “Extension Confirmation Date”), extension and the Extension Effective Date, and the new Maturity Date (after giving effect to such extension). As a condition precedent to such extension, the US Borrower shall deliver to the Administrative Agent a certificate of the Borrower each Loan Party dated as of the Extension Confirmation Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of the Borrower such Loan Party (i) certifying and attaching the resolutions adopted by the Borrower approving or consenting to that such extension has been duly authorized by such Loan Party and (ii) in the case of each Borrower, certifying that, (A) before and after giving effect to such extension, the representations and warranties contained in Article III VII and the other Loan Documents made by it are true and correct in all material respects on and as of the Extension Confirmation Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, (B) before and after giving effect to such extension no Default exists or will exist as of the Extension Confirmation Dateexist, and (C) no event has occurred since December 31, 2004, no event, development or circumstance the date of the most recent audited financial statements of the US Borrower delivered pursuant to Section 8.02(a) that has had had, or could reasonably be expected to have have, a Material Adverse Effect has occurredEffect. The US Borrower shall prepay any US Committed Loans outstanding on the Extension Effective Maturity Date with respect to any Lender that did not consent to an extension of such Maturity Date pursuant to Section 4.08(a) (and pay any additional amounts required pursuant to Section 2.135.05) to the extent necessary to keep outstanding US Committed Loans ratable with any revised and new Applicable Percentages Pro Rata Shares of all the Lenders effective as of such Maturity Date. Each Canadian Borrower shall prepay any Canadian Committed Loans owing by it outstanding on the Extension Effective Maturity Date with respect to any Lender that did not consent to an extension of such Maturity Date pursuant to Section 4.08(a) (and pay any additional amounts required pursuant to Section 5.05) to the extent necessary to keep outstanding Canadian Committed Loans ratable with any revised and new Pro Rata Shares of all the Canadian Lenders effective as of such Maturity Date.” (c) If any Lender does not consent to the extension of the Maturity Date as provided in this Section 4.08, the US Borrower shall have the right to replace such Lender in accordance with Section 12.17. (d) This Section shall supersede any provisions in Section 4.06 or 12.01 to the contrary.

Extension of Maturity Date. (a) Not earlier than 90 60 days prior to, nor later than 30 45 days prior to, each anniversary of May 31the Revolving Maturity Date applicable to a Borrower then in effect, 2006, and on not more than two occasions, the such Borrower may, upon notice to the Administrative Agent (which shall promptly notify the appropriate Lenders), request a one364-year day extension of the Revolving Maturity Date applicable to such Borrower then in effect. Within 30 days of delivery of such notice, each appropriate Lender shall notify the Administrative Agent whether or not it consents to such extension (which consent may be given or withheld in such Lender’s 's sole and absolute discretion). Any Lender not responding within the above time period shall be deemed not to have consented to such extension. The Administrative Agent shall promptly notify the applicable Borrower and the appropriate Lenders of the Lenders’ ' responses. If any Lender declines, or is deemed to have declined, to consent to such extension, the applicable Borrower may cause any such Lender to be replaced as a Lender pursuant to Section 9.16. The applicable Borrower shall be deemed to have withdrawn any request to extend the Revolving Maturity Date applicable to such Borrower if it delivers or is required to deliver a notice of election to convert the Loans to Term Loans pursuant to Section 2.13(c). (b) The Revolving Maturity Date applicable to a Borrower shall be extended only if the Required all appropriate Lenders (calculated excluding any Lender in default in its obligation to fund Loans hereunder and prior to after giving effect to any replacements of Lenders permitted herein) (the “"Consenting Lenders”") have consented thereto. If so extended, the Revolving Maturity DateDate applicable to such Borrower, as to the Consenting Lenders, shall be extended to a date 364 days from the same date in the year following the Revolving Maturity Date applicable to such Borrower then in effect, effective as of the Revolving Maturity Date applicable to such Borrower then in effect (such existing Revolving Maturity Date being the “"Revolving Extension Effective Date”"). The Administrative Agent and the applicable Borrower shall promptly confirm to the Lenders such extension, specifying extension and the date of such confirmation (the “Extension Confirmation Date”), the Revolving Extension Effective Date, and the new Maturity Date (after giving effect to such extension). As a condition precedent to such extension, the applicable Borrower shall deliver to the Administrative Agent a certificate of the such Borrower dated as of the Revolving Extension Confirmation Effective Date (in sufficient copies for each appropriate Lender) signed by a Responsible Officer of the such Borrower (i) certifying and attaching the resolutions adopted by the such Borrower approving or consenting to such extension and (ii) certifying that, (A) before and after giving effect to such extension, (A) the representations and warranties of such Borrower contained in Article III made by it V and the other Loan Documents are true and correct on and as of the Revolving Extension Confirmation Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.13, the representations and warranties contained in subsections (a) and (b) of Section 5.4 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.1, and (B) before and after giving effect no Default with respect to such extension no Default exists or will exist as of the Extension Confirmation Date, and (C) since December 31, 2004, no event, development or circumstance that has had or could reasonably be expected to have a Material Adverse Effect has occurredBorrower exists. The applicable Borrower shall prepay any Committed Loans outstanding on the Revolving Extension Effective Date (and pay any additional 25 amounts required pursuant to Section 2.133.5) to the extent necessary to keep outstanding Committed Loans ratable with any revised and new Applicable Percentages Pro Rata Shares of all the Lenders Lenders. (c) Not later than 30 days prior to the Revolving Maturity Date applicable to a Borrower, such Borrower may, upon notice to the Administrative Agent (which shall promptly notify the appropriate Lenders), elect to convert the Loans made to such Borrower into term Loans payable on the date (the "Term Maturity Date") one year from the Revolving Maturity Date applicable to such Borrower. Concurrently with delivering any Request for Loans relating to Eurodollar Rate Loans with an Interest Period ending after the Revolving Maturity Date applicable to such Borrower such Borrower shall deliver a notice to the Administrative Agent that it elects to convert the Loans into term Loans in accordance with the preceding sentence. If a Borrower so elects to convert the Loans made to it to term Loans, subject to the satisfaction of the conditions precedent contained in this Section 2.13(c), the Maturity Date applicable to such Borrower shall automatically be extended to the Term Maturity Date effective as of the Revolving Maturity Date applicable to such Borrower then in effect (such existing Revolving Maturity Date being the "Term Extension Effective Date"), and, on and after the Term Extension Effective Date, the Loans made to such Borrower shall be term Loans that (a) may not be reborrowed once repaid, (b) may be converted from Base Rate Loans to Eurodollar Rate Loans and from Eurodollar Rate Loans to Base Rate Loans, and (c) are payable in full on the Term Maturity Date applicable to such Borrower. The Administrative Agent and the applicable Borrower shall promptly confirm to the appropriate Lenders such extension and the Term Extension Effective Date. As conditions precedent to such extension, (i) the applicable Borrower shall deliver to the Administrative Agent a certificate of such Borrower dated as of the Term Extension Effective Date (in sufficient copies for each appropriate Lender) signed by a Responsible Officer of such Borrower certifying that no Default applicable to such Borrower exists, and (ii) as of the Term Extension Effective Date, any outstanding Money Market Loans made to such Borrower shall have been prepaid, to the extent permitted by Section 2.4(a), or repaid in accordance with this Agreement, and if such prepayment or repayment is to be made in whole or in part from Committed Loans, such Committed Loans shall have been made at least one Business Day prior to the Term Extension Effective Date.” (d) This Section shall supersede any provisions in Section 2.12 or Section 9.1 to the contrary.

Extension of Maturity Date. (a) Not earlier than 90 days prior to, nor later than 30 days prior to, Upon written notice by the Borrowers to the Lender given at any time before September 8 in each anniversary of May 31, 2006, and on not more than two occasionsyear, the Borrower may, upon notice to Borrowers may request in writing that the Administrative Agent (which shall promptly notify Lender extend the Lenders), request a one-year extension then scheduled maturity date of the Maturity Date then in effect. Within 30 days of delivery of such notice, each Lender shall notify the Administrative Agent whether or not it consents to such extension (which consent may be given or withheld in such Lender’s sole and absolute discretion). Any Lender not responding within the above time period shall be deemed not to have consented to such extension. The Administrative Agent shall promptly notify the Borrower and the Lenders of the Lenders’ responses. (b) The Maturity Date shall be extended only if the Required Lenders (calculated excluding any Lender in default in its obligation to fund Loans hereunder and prior to giving effect to any replacements of Lenders permitted herein) Facility by one year (the “Consenting Lenders”) have consented thereto. If so extended, the Maturity Date, extended maturity date referred to as to the Consenting Lenders, shall be extended to the same date in the year following the Maturity Date then in effect (such existing Maturity Date being the “Extension Effective Extended Maturity Date”). The Administrative Agent and Lender (acting in its sole discretion) shall advise the Borrower Borrowers in writing as to whether it agrees to extend the maturity date of the Facility in accordance with any such request within thirty days following receipt of such written notice, provided that in the event the Lender does not so advise the Lender within such thirty day period (“Determination Period”), the Lender shall promptly confirm be deemed to have advised the Lenders Borrowers that it is not prepared to extend the maturity date. Any such extension, specifying if consented to by the Lender, is subject to the satisfaction of the following conditions: (a) the Borrowers paying to the Lender on the Extended Maturity Date an extension fee in an amount set forth for such purpose in the Additional Terms Agreement (or such other fee as the Lender may require in respect of any extension of the maturity date requested hereunder after the first extension of the maturity date) of the principal amount of the total Commitment outstanding as at the Extended Maturity Date, and (b) no Default or Event of Default existing and all of the representations and warranties set out in Article 3 of this Agreement being true and correct as of the date of such confirmation (extension request as if made on such date except for transactions that were entered into in compliance with this Agreement and changes thereto that were approved in writing by the “Extension Confirmation Lender, and such written extension request contains a statement to this effect. In the event that the Lender elects in any year not to extend the Maturity Date”), the Borrowers shall have no further right to request an Extension Effective Date, and the new Maturity Date (after giving effect to such extension). As a condition precedent to such extension, the Borrower shall deliver to the Administrative Agent a certificate of the Borrower dated as of the Extension Confirmation Date (in sufficient copies for each Lender) 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, (A) before and after giving effect to such extension, the representations and warranties contained in Article III made by it are true and correct on and as of the Extension Confirmation Maturity Date, except to the extent that such representations and warranties specifically refer to an earlier date, (B) before and after giving effect to such extension no Default exists or will exist as of the Extension Confirmation Date, and (C) since December 31, 2004, no event, development or circumstance that has had or could reasonably be expected to have a Material Adverse Effect has occurred. The Borrower shall prepay any Loans outstanding on the Extension Effective Date (and pay any additional amounts required pursuant to Section 2.13) to the extent necessary to keep outstanding Loans ratable with any revised and new Applicable Percentages of all the Lenders effective as of the Extension Effective Date2.07.”

Extension of Maturity Date. (a) Not earlier than 90 days prior to, nor later than 30 45 days prior to, each anniversary of May 31, 2006, and on not more than two occasionsthe Closing Date, the Borrower may, upon notice to the Administrative Agent (which shall promptly notify the Lenders), request a one-year extension of the Maturity Date then in effect. Within 30 days of delivery of such notice, each Lender shall notify the Administrative Agent whether or not it consents to such extension (which consent may be given or withheld in such Lender’s 's sole and absolute discretion). Any Lender not responding within the above time period shall be deemed not to have consented to such extension. The Administrative Agent shall promptly notify the Borrower and the Lenders of the Lenders’ ' responses. If any Lender declines, or is deemed to have declined, to consent to such extension, the Borrower may cause any such Lender to be replaced as a Lender pursuant to Section 11.17. (b) The Maturity Date shall be extended only if the Required all Lenders (calculated excluding any Lender in default in its obligation to fund Loans hereunder and prior to after giving effect to any replacements of Lenders permitted herein) (the “"Consenting Lenders”") have consented thereto. If so extended, the Maturity Date, as to the Consenting Lenders, shall be extended to the same date in the year following year, effective as of the Maturity anniversary of the Closing 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, specifying the date of such confirmation (the “Extension Confirmation Date”), extension and the Extension Effective Date, and the new Maturity Date (after giving effect to such extension). As a condition precedent to such extension, the Borrower shall deliver to the Administrative Agent a certificate of the Borrower each Loan Party dated as of the Extension Confirmation Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of the Borrower such Loan Party (i) certifying and attaching the resolutions adopted by the Borrower such Loan Party approving or consenting to such extension and (ii) in the case of the Borrower, certifying that, (A) before and after giving effect to such extension, (A) the representations and warranties contained in Article III made by it V and the other Loan Documents are true and correct on and as of the Extension Confirmation Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.12, the representations and warranties contained in subsections (a) and (b) of Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to subsection (a) and (b) and subsection (d), respectively, of Section 7.01, and (B) before and after giving effect to such extension no Default exists exists. (c) This Section shall supersede any provisions in Section 2.11 or will exist as of the Extension Confirmation Date, and (C) since December 31, 2004, no event, development or circumstance that has had or could reasonably be expected to have a Material Adverse Effect has occurred. The Borrower shall prepay any Loans outstanding on the Extension Effective Date (and pay any additional amounts required pursuant to Section 2.13) 11.01 to the extent necessary to keep outstanding Loans ratable with any revised and new Applicable Percentages of all the Lenders effective as of the Extension Effective Datecontrary.”

Extension of Maturity Date. (a) Not earlier than 90 days prior to, nor later than 30 45 days prior toto any anniversary date of this Agreement (each, each anniversary of May 31, 2006, and on not more than two occasionsan “Anniversary Date”), the Borrower may, upon notice to the Administrative Agent (which shall promptly notify the Lenders), request a one-year extension of the Maturity Date then in effect; provided that not more than two such extensions shall be effected. Within 30 days of delivery to the Lenders of such notice, each Lender shall notify the Administrative Agent whether or not it consents to such extension (which consent may be given or withheld in such Lender’s sole and absolute discretion). Any Lender not responding within the above time period shall be deemed not to have consented to such extension. The Administrative Agent shall promptly notify the Borrower and the Lenders of the Lenders’ responses. (b) The Maturity Date shall be extended only if the Required Lenders (calculated excluding any Lender in default in its obligation to fund Loans hereunder and prior to giving effect to any replacements of Lenders permitted herein) (the “Consenting Extending Lenders”) have consented thereto. If so extended, the Maturity Date, as to the Consenting Extending Lenders, shall be extended to the same date in the which is one year following after the Maturity Date then in effect effect, effective as of the date the Administrative Agent has received the documents required to be delivered by Section 2.15(c)(iii) (such existing Maturity Date being the “Extension Effective Date”). The Administrative Agent and the Borrower shall promptly confirm to the Lenders such extensionextension and the Extension Effective Date. (c) Notwithstanding the foregoing, specifying the date extension of such confirmation the Maturity Date pursuant to this Section shall not be effective with respect to any Lender unless: (the “Extension Confirmation Date”), i) on the Extension Effective Date, no Default shall have occurred and be continuing, and no Default shall occur, as a result of such extension; (ii) on and as of the new Maturity Date Extension Effective Date, the representations and warranties contained in this Agreement are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) both before and after giving effect to such extension). As a condition precedent to such the extension, as though made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); (iii) the Borrower shall deliver to the Administrative Agent (A) copies of corporate resolutions certified by the Secretary or Assistant Secretary of the Borrower, or such other evidence as may be satisfactory to the Administrative Agent, demonstrating that the Borrower’s incurrence of indebtedness hereunder with a Maturity Date as extended pursuant to this Section has been duly authorized by all necessary corporate action and (B) a certificate of the Borrower signed by a Responsible Officer dated as of the Extension Confirmation Effective Date certifying that (in sufficient copies for each Lender) 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, (A1) before and after giving effect to such extension, the representations and warranties contained in Article III V and the other Loan Documents made by it are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the Extension Confirmation 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 as of such earlier date, and except that for purposes of this Section, the representations and warranties contained in subsections (Ba) and (b) of Section 5.06 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, (2) before and after giving effect to such extension no Default exists or will exist as of the Extension Confirmation Dateexist, and (C3) no event has occurred since December 31, 2004, no event, development or circumstance the date of the most recent audited financial statements of the Borrower delivered pursuant to Section 6.01(a) and (b) that has had had, or could would reasonably be expected to have have, a Material Adverse Effect has occurred. Effect; (iv) The Borrower shall prepay pay any Loans outstanding on the Extension Effective Maturity Date (prior to giving effect to any extension) as to any non-extending Lenders (the “Non-Extending Lenders”) (and pay any additional amounts required pursuant to Section 2.133.05) to the extent necessary to keep outstanding Loans ratable with any revised and new Applicable Percentages Pro Rata Shares of all the Lenders effective as of the Extension Effective Date; (v) On the Maturity Date applicable to each Non-Extending Lender, all or any part of such Non-Extending Lenders’ Pro Rata Share of the Outstanding Amount of L/C Obligations shall be reallocated among the Extending Lenders and any new Lenders that become Lenders pursuant to Section 2.15(d) (“Additional Commitment Lenders”) in accordance with their respective Pro Rata Shares (calculated without regard to the Non-Extending Lenders’ Commitments) but only to the extent that such reallocation does not cause, with respect to any Extending Lender or Additional Commitment Lender, the aggregate Outstanding Amount of the Committed Loans of such Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans, to exceed such Lender’s Commitments as in effect at such time; and (vi) If the reallocation described in the preceding clause (v) cannot, or can only partially, be effected, the Borrower shall Cash Collateralize the L/C Obligations to the extent that, after giving effect to the reallocation pursuant to the preceding clause (v) and the payment required by the preceding clause (iv), the Total Outstandings exceed the Commitments of the Extending Lenders and the Additional Commitment Lenders. The amount of Cash Collateral provided by the Borrower pursuant to this clause (vi) shall reduce the Non-Extending Lenders’ Pro Rata Share of the Outstanding Amount of L/C Obligations (after giving effect to any partial reallocation pursuant to the preceding clause (iii)) on a pro rata basis; and each Non-Extending Lender’s Commitment to make Committed Loans, purchase participations in Swing Line Loans, and purchase participations in L/C Obligations with respect to Letters of Credit issued after such Maturity Date shall terminate.” (d) The Borrower shall have the right to replace each Non-Extending Lender in accordance with Section 10.15. (e) This Section shall supersede any provisions in Section 2.07 or 10.01 to the contrary.

Extension of Maturity Date. (a) Not earlier than 90 days prior to, nor later than 30 45 days prior to, each to any anniversary date of May 31, 2006, and on not more than two occasionsthis Agreement, the Borrower may, upon notice to the Administrative Agent (which shall promptly notify the Lenders), request a one-year extension of the Maturity Date then in effect; provided that not more than two such extensions shall be effected. Within 30 days of delivery to the Lenders of such notice, each Lender shall notify the Administrative Agent whether or not it consents to such extension (which consent may be given or withheld in such Lender’s sole and absolute discretion). Any Lender not responding within the above time period shall be deemed not to have consented to such extension. The Administrative Agent shall promptly notify the Borrower and the Lenders of the Lenders’ responses. (b) The Maturity Date shall be extended only if the Required Lenders (calculated excluding any Lender in default in its obligation to fund Loans hereunder and prior to giving effect to any replacements of Lenders permitted herein) (the “Consenting Extending Lenders”) have consented thereto. If so extended, the Maturity Date, as to the Consenting Extending Lenders, shall be extended to the same date in the which is one year following after the Maturity Date then in effect effect, effective as of the date the Administrative Agent has received the documents required to be delivered by Section 2.22(c)(iii) (such existing Maturity Date being the “Extension Effective Date”). The Administrative Agent and the Borrower shall promptly confirm to the Lenders such extensionextension and the Extension Effective Date. (c) Notwithstanding the foregoing, specifying the date extension of such confirmation the Maturity Date pursuant to this Section shall not be effective with respect to any Lender unless: (the “Extension Confirmation Date”), i) on the Extension Effective Date, no Default shall have occurred and be continuing, and no Default shall occur, as a result of such extension; (ii) on and as of the new Maturity Date Extension Effective Date, the representations and warranties contained in this Agreement are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) both before and after giving effect to such extension). As a condition precedent to such the extension, as though made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); (iii) the Borrower shall deliver to the Administrative Agent (A) copies of corporate resolutions certified by the secretary or assistant secretary of the Borrower, or such other evidence as may be satisfactory to the Administrative Agent, demonstrating that the Borrower’s incurrence of indebtedness hereunder with a Maturity Date as extended pursuant to this Section has been duly authorized by all necessary corporate action and (B) a certificate of the Borrower signed by an authorized officer dated as of the Extension Confirmation Effective Date certifying that (in sufficient copies for each Lender) 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, (A1) before and after giving effect to such extension, the representations and warranties contained in Article III and the other Loan Documents made by it are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the Extension Confirmation 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 as of such earlier date, and except that for purposes of this Section, the representations and warranties contained in subsections (Ba) and (b) of Section 3.04 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 5.01, (2) before and after giving effect to such extension no Default exists or will exist as of the Extension Confirmation Dateexist, and (C3) no event has occurred since December 31, 2004, no event, development or circumstance the date of the most recent audited financial statements of the Borrower delivered pursuant to Section 5.01(a) and (b) that has had had, or could reasonably be expected to have have, a Material Adverse Effect has occurred. Effect; (iv) The Borrower shall prepay pay any Loans outstanding on the Extension Effective Maturity Date (prior to giving effect to any extension) as to any non-extending Lenders (the “Non-Extending Lenders”) (and pay any additional amounts required pursuant to Section 2.133.05) to the extent necessary to keep outstanding Loans ratable with any revised and new Applicable Percentages Pro Rata Shares of all the Lenders effective as of the Extension Effective Date; (v) On the Maturity Date applicable to each Non-Extending Lender, all or any part of such Non-Extending Lenders’ Applicable Percentage of LC Exposure and Swingline Exposure shall be reallocated among the Extending Lenders and any new Lenders that become Lenders pursuant to Section 2.22(d) (“Additional Commitment Lenders”) in accordance with their respective Applicable Percentage (calculated without regard to the Non-Extending Lenders’ Commitments) but only to the extent that such reallocation does not cause, with respect to any Extending Lender or Additional Commitment Lender, the aggregate outstanding amount of the Revolving Loans of such Lender, plus such Lender’s Applicable Percentage of the LC Exposure and Swingline Exposure, to exceed such Lender’s Commitments as in effect at such time; and (vi) If the reallocation described in the preceding clause (v) cannot, or can only partially, be effected, the Borrower shall Cash Collateralize the LC Exposure to the extent that, after giving effect to the reallocation pursuant to the preceding clause (v) and the payment required by the preceding clause (iv), the total Credit Exposure exceeds the Commitments of the Extending Lenders and the Additional Commitment Lenders. The amount of Cash Collateral provided by the Borrower pursuant to this clause (vi) shall reduce the Non-Extending Lenders’ Applicable Percentage of the LC Exposure (after giving effect to any partial reallocation pursuant to the preceding clause (v)) on a pro rata basis; and each Non-Extending Lender’s Commitment to make Loans, purchase participations in Swingline Loans, and purchase participations in Letters of Credit with respect to Letters of Credit issued after such Maturity Date shall terminate.” (d) The Borrower shall have the right to replace each Non-Extending Lender in accordance with Section 2.19(c). (e) This Section shall supersede any provisions in Section 2.10(a) or 9.02(b) to the contrary.

Extension of Maturity Date. (a) Not earlier than 90 75 days prior to, nor later than 30 days prior to, the Initial Maturity Date and each anniversary of May 31, 2006, and on not more than two occasionsthe Initial Maturity Date, the Borrower may, upon notice to the Administrative Agent (which shall promptly notify the Lenders), request a one-year extension of the Maturity Date then in effect. Within 30 15 days of delivery of such notice, each Lender shall notify the Administrative Agent whether or not it consents to such extension (which consent may be given or withheld in such Lender’s 's sole and absolute discretion). Any Lender not responding within the above time period shall be deemed not to have consented to such extension. The Administrative Agent shall promptly notify the Borrower and the Lenders of the Lenders’ ' responses. (b) The Maturity Date shall be extended only if the Required Lenders (calculated excluding any Defaulting Lender in default in its obligation to fund Loans hereunder and prior to after giving effect to any replacements of Lenders permitted herein) have consented thereto (the Lenders that so consent being the “Consenting Lenders” and the Lenders that do not consent being the “Non-Consenting Lenders”) have consented thereto). If so extended, the Maturity Date, as to the Consenting Lenders, shall be extended to the same date in the year following 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, specifying the date of such confirmation (the “Extension Confirmation Date”), the Extension Effective Date, and the new Maturity Date (after giving effect to such extension). As a condition precedent to such extension, the Borrower shall deliver to the Administrative Agent a certificate of the Borrower dated as of the Extension Confirmation Date (in sufficient copies for each Lender) 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, (A) before and after giving effect to such extension, the representations and warranties contained in Article III made by it are true and correct on and as of the Extension Confirmation Date, except to the extent that such representations and warranties specifically refer to an earlier date, (B) before and after giving effect to such extension no Default exists or will exist as of the Extension Confirmation Date, and (C) since December 31, 20042010, no event, development or circumstance that has had or could reasonably be expected to have a Material Adverse Effect has occurred. The Borrower shall prepay any Loans outstanding on the Extension Effective Date (and pay any additional amounts required pursuant to Section 2.132.16) to the extent necessary to keep outstanding Loans ratable with any revised and new Applicable Percentages of all the Lenders effective as of the Extension Effective Date; and if, after giving effect to such prepayment, the total Credit Exposures exceeds the total Commitments then in effect as a result of an LC Exposure, then the Borrower will pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.06(j). In addition, each Consenting Lender shall automatically (without any further action) and ratably acquire on the Extension Effective Date the Non-Consenting Lenders' participations in Letters of Credit, in an amount equal to such Consenting Lender's Applicable Percentage of the amount of such participations.”

Extension of Maturity Date. (a) Not earlier than 90 days prior to, nor later than 30 days prior to, each anniversary of May 31, 2006, the Closing Date and on not more than two three occasions, the Borrower may, upon notice to the Administrative Agent (which who shall promptly notify the Lenders), request a one-year extension of the Maturity Date then in effect. Within 30 days of delivery of such notice, each Lender shall notify the Administrative Agent whether or not it consents to such extension (which consent may be given or withheld in such Lender’s sole and absolute discretion). Any Lender not responding within the above time period shall be deemed not to have consented to such extension. The Administrative Agent shall promptly notify the Borrower and the Lenders of the Lenders’ responses. (b) The Maturity Date shall be extended only if Lenders holding greater than 50% of the Required Lenders total Commitments then outstanding (calculated excluding any Lender in default in its obligation to fund Loans hereunder and prior to giving effect to any replacements of Lenders permitted herein) (the “Consenting Lenders”) have consented thereto. If For each such extension, if so extended, the Maturity Date, as to the Consenting Lenders, shall be extended to the same date in the year following the Maturity Date then in year, after giving effect to any prior extensions (such existing Maturity Date being the “Extension Effective Date”). The Administrative Agent and the Borrower shall promptly confirm to the Lenders such extension, specifying the date of such confirmation (the “Extension Confirmation Date”), the Extension Effective Date (existing Maturity Date), and the new Maturity Date (after giving effect to such extension)Date. As a condition precedent to such extension, the Borrower shall deliver to the Administrative Agent a certificate of the Borrower dated as of the Extension Confirmation Date (in sufficient copies for each Lender) 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, (A) before and after giving effect to such extension, the representations and warranties contained in Article III VI made by it (other than those made in Section 6.08) are true and correct on and as of the Extension Confirmation Date, except to the extent that such representations and warranties specifically refer to an earlier date, (B) before and after giving effect to such extension no Default exists or will exist as of the Extension Confirmation Date, and (C) since December 31, 2004, no event, development or circumstance that has had or could reasonably be expected to have a Material Adverse Effect (except as may have arisen in connection with the matters covered in Section 6.08 hereof) has occurred. The Borrower shall prepay any Loans outstanding on occurred since the date of the most recently filed Form 10-K or 10-Q through the Extension Effective Date (and pay any additional amounts required pursuant to Section 2.13) to the extent necessary to keep outstanding Loans ratable with any revised and new Applicable Percentages of all the Lenders effective as of the Extension Effective Confirmation Date.”

Extension of Maturity Date. Borrower may extend (i) the Original Maturity Date for the First Extension Period, (ii) the First Extended Maturity Date for the Second Extension Period, and (iii) the Second Extended Maturity Date for the Third Extension Period, as the case may be, if the extension option for the applicable Extension Period has been duly exercised pursuant to the terms hereof, upon Borrower’s written request, delivered to Administrative Agent at least thirty(30) days and not more than ninety (90) days prior to the applicable Maturity Date, provided that however, that on the date the applicable Extension Period is to become effective, all of the following conditions shall be satisfied (as determined by Administrative Agent): (a) Not earlier than 90 days prior to, nor later than 30 days prior to, each anniversary No Default or Event of May 31, 2006Default shall have occurred and remain uncured, and on not more than two occasions, the Borrower may, upon notice to the Administrative Agent (which shall promptly notify the Lenders), request a one-year extension of the Maturity Date then in effect. Within 30 days of delivery of such notice, each Lender shall notify the Administrative Agent whether or not it consents to such extension (which consent may be given or withheld in such Lender’s sole and absolute discretion). Any Lender not responding within the above time period shall be deemed not to have consented to such extension. The Administrative Agent shall promptly notify the Borrower and the Lenders of the Lenders’ responses. (b) The Maturity Date shall be extended only if the Required Lenders (calculated excluding any Lender in default in its obligation to fund Loans hereunder and prior to giving effect to any replacements of Lenders permitted herein) (the “Consenting Lenders”) have consented thereto. If so extended, the Maturity Date, as to the Consenting Lenders, shall be extended to the same date in the year following 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, specifying the date of such confirmation (the “Extension Confirmation Date”), the Extension Effective Date, and the new Maturity Date (after giving effect to such extension). As a condition precedent to such extension, the Borrower shall deliver to the Administrative Agent received a certificate of the Borrower dated as of the Extension Confirmation Date (in sufficient copies for each Lender) to that effect signed by a Responsible Officer of the Borrower Borrower; (ib) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such extension and (ii) certifying that, (A) before and after giving effect to such extension, the The representations and warranties contained set forth in Article III this Agreement and the other Loan Documents shall be correct as though made by it are true and correct on and as of the Extension Confirmation Date, except to the extent that such representations and warranties specifically refer to an earlier date, and Administrative Agent shall have received a certificate to that effect signed by a Responsible Officer of Borrower; (Bc) before and after giving effect Borrower shall have paid to such Administrative Agent, for the account of the Lenders, an extension no Default exists or will exist fee equal to 6.25 basis points multiplied by the Maximum Commitment Amount on the applicable Maturity Date. The Extension Fee shall be determined as of the date Borrower provides the extension notice for the applicable Extension Confirmation Date, Period and shall be paid by Borrower on the first day of the applicable Extension Period; and (Cd) since December 31, 2004, no event, development or circumstance that has had or could reasonably be expected to have a Material Adverse Effect has occurred. The Borrower shall prepay any Loans outstanding on the Extension Effective Date (have executed, acknowledged and pay any additional amounts required pursuant delivered to Section 2.13) Administrative Agent such documents as Administrative Agent reasonably determines to the extent be necessary to keep outstanding Loans ratable with any revised and new Applicable Percentages of all evidence the Lenders effective as extension of the Extension Effective applicable Maturity Date.”

Extension of Maturity Date. (a) Not earlier than 90 days prior to, nor later than 30 days prior to, each anniversary of May 31April 27, 2006, and on not more than two occasions2022, the Borrower may, upon notice to the Administrative Agent (which shall promptly notify the Lenders), request a one-year extension of the Maturity Date then in effect. Within 30 20 days of delivery of such notice, each Lender shall notify the Administrative Agent whether or not it consents to such extension (which consent may be given or withheld in such Lender’s sole and absolute discretion). Any Lender not responding within the above time period shall be deemed not to have consented to such extension. The Administrative Agent shall promptly notify the Borrower and the Lenders of the Lenders’ responses. (b) The Maturity Date shall be extended only if the Required Lenders (calculated excluding any Lender in default in its obligation to fund Loans hereunder and prior to giving effect to any replacements of Lenders permitted herein) (the Lenders that so consent being the “Consenting Lenders” and the Lenders that do not consent being the “Non-Consenting Lenders”) have consented thereto. If so extended, the Maturity Date, as to the Consenting Lenders, shall be extended to the same date in the year following 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, specifying the date of such confirmation (the “Extension Confirmation Date”), the Extension Effective Date, and the new Maturity Date (after giving effect to such extension). As a condition precedent to such extension, the Borrower shall deliver to the Administrative Agent a certificate of the Borrower dated as of the Extension Confirmation Date (in sufficient copies for each Lender) 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, (A) before and after giving effect to such extension, the representations and warranties contained in Article III made by it are true and correct on and as of the Extension Confirmation Date, except to the extent that such representations and warranties specifically refer to an earlier date, (B) before and after giving effect to such extension no Default exists or will exist as of the Extension Confirmation Date, and (C) since December 31, 20042020, no event, development or circumstance that has had or could reasonably be expected to have a Material Adverse Effect has occurred. The Borrower shall pay to the Administrative Agent for the account of each Non-Consenting Lender the then unpaid principal amount of such Non-Consenting Lender’s Loans outstanding on the Extension Effective Date (and pay any additional amounts required pursuant to Section 2.14). In addition, the Borrower shall prepay any Loans outstanding on the Extension Effective Date (and pay any additional amounts required pursuant to Section 2.13) 2.14 to the extent necessary to keep outstanding Loans ratable with any revised and new Applicable Percentages of all the Lenders effective as of the Extension Effective Date.”

Extension of Maturity Date. (a) Not earlier than 90 days prior toThe Borrowers may, nor not later than 30 days days, and not earlier than 60 days, prior to, to each applicable anniversary of May 31, 2006the Closing Date during the term of this Agreement (as may be extended from time to time pursuant to this Section 2.26) (the “Current Anniversary Date”), and on not more than two occasionsonce in any calendar year with respect to each Revolving Commitment Termination Date and not more than twice total with respect to each Revolving Commitment Termination Date, from time to time request that the Borrower mayapplicable Revolving Commitment Termination Date in respect of the U.S. Revolving Commitments and the U.S. Revolving Loans, upon notice Canadian Revolving Commitments and Canadian Revolving Loans, European Revolving Commitments and European Revolving Loans and/or Hong Kong Revolving Commitments and Hong Kong Revolving Loans for all Eligible Lenders (as defined below) under such credit facility be extended for a period of one year from the then-applicable Revolving Commitment Termination Date by delivering to the Administrative Agent a copy of an extension request signed by the applicable Borrower (which shall promptly notify an “Extension Request”) in substantially the Lenders), request a one-year form of Exhibit H hereto; provided that as of the date of any such extension of the Maturity Date then applicable Revolving Commitment Termination Date, (i) the representations and warranties of the Loan Parties contained in effect. Within 30 days of delivery Article IV are true and correct in all material respects (except those representations and warranties qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of such noticedate, each Lender shall notify as though made on and as of such date, except to the Administrative Agent whether extent that any such representation or not warranty specifically relates only to an earlier date, in which case it consents to such extension was true and correct in all material respects (except those representations and warranties qualified by materiality or Material Adverse Effect, which consent may be given or withheld in such Lender’s sole and absolute discretion). Any Lender not responding within the above time period shall be deemed not to have consented to true and correct in all respects) as of such extensionearlier date, and (ii) no Default or Event of Default has occurred and is continuing. The Administrative Agent shall promptly notify the Borrower and the Lenders each applicable Revolving Lender of the Lenders’ responsesits receipt of such Extension Request. (b) The Maturity Date shall be extended only if the Required Lenders (calculated excluding any Lender in default in its obligation to fund Loans hereunder and On or prior to giving effect to any replacements of Lenders permitted herein) the fifteenth day (the “Consenting LendersDetermination Date”) prior to the Current Anniversary Date, each Eligible Lender shall notify the Administrative Agent and the applicable Borrower of its willingness or unwillingness to consent to the applicable Extension Request. Any Eligible Lender that shall fail to so notify the Administrative Agent and the applicable Borrower, on or prior to the Determination Date, shall be deemed to have consented thereto. If declined to so extendedextend. (c) In the event that, on or prior to the Determination Date, Eligible Lenders holding more than 50.0% of the aggregate principal amount of the Revolving Commitments of all Eligible Lenders then in effect in respect of the applicable Revolving Commitment Termination Date shall consent to such extension (each such Lender, a “Consenting Lender”; each such event, an “Extension Approval”; and each such agreement, an “Extension Agreement”), the Maturity Date, as to Administrative Agent shall so advise the Consenting Lenders, applicable Revolving Lenders and the applicable Borrower and the applicable Revolving Commitment Termination Date shall be extended to the same date indicated in the year following Extension Request with respect to such Consenting Lenders. Thereafter, (i) for each Consenting Lender, the Maturity Date then in effect (such existing Maturity Date being the term “Extension Effective Revolving Commitment Termination Date”). The Administrative Agent and the Borrower shall promptly confirm ” with respect to the Lenders applicable Revolving Loans and Revolving Commitments as used herein and in any promissory note executed and delivered by the applicable Borrower pursuant to Section 2.07 hereof, shall at all times refer to such extensiondate indicated in the applicable Extension Request, specifying the date of unless it is later extended pursuant to this Section 2.26, and (ii) for each Lender that is not a Consenting Lender with respect to such confirmation Extension Request (the each such Lender, a “Extension Confirmation DateNon-Extending Lender”), the Extension Effective term “Revolving Commitment Termination Date, ” with respect to the applicable Revolving Loans and Revolving Commitments held by it shall at all times refer to the new Maturity date which was the Revolving Commitment Termination Date (after giving effect with respect thereto prior to such extension). As a condition precedent to such extension, the Borrower shall deliver delivery to the Administrative Agent a certificate of such Extension Request; provided that any Non-Extending Lender (including any direct or indirect assignee of any Non-Extending Lender) may, with the written consent of the applicable Borrower, elect at any time prior to the Revolving Commitment Termination Date then applicable to its applicable Revolving Loans and Revolving Commitments to consent to the applicable Borrower’s prior Extension Requests by delivering a written notice to such effect to the applicable Borrower dated and the Administrative Agent, and upon the receipt by the applicable Borrower and the Administrative Agent of such notice, the Revolving Commitment Termination Date with respect to the applicable Revolving Loans and Revolving Commitments of such Non-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. (d) In the event that, as of any Determination Date, the Extension Confirmation Date (in sufficient copies for each Lender) signed by a Responsible Officer Consenting Lenders hold 50.0% or less of the aggregate principal amount of the applicable Revolving Loans and Revolving Commitments of all Eligible Lenders, the Administrative Agent shall so advise the applicable Lenders and the Borrower Representative, and the applicable Revolving Commitment Termination Date with respect to the applicable Revolving Loans and Revolving Commitments held by each Lender shall continue to be the date which was the applicable Revolving Commitment Termination Date immediately prior to the delivery to the Administrative Agent of such Extension Request. For purposes of this Section 2.26, the term “Eligible Lenders” means, with respect to any Extension Request related to the U.S. Revolving Commitments and U.S. Revolving Loans, Revolving Loans, Canadian Revolving Commitments and Canadian Revolving Loans, Revolving Loans, European Revolving Commitments and European Revolving Loans or Hong Kong Revolving Commitments and Hong Kong Revolving Loans, as applicable, (i) certifying and attaching all applicable Revolving Lenders if the resolutions adopted by applicable Revolving Commitment Termination Date of no applicable Revolving Lender’s applicable Revolving Loans or Revolving Commitments had been extended pursuant to this Section 2.26 prior to the Borrower approving or consenting delivery to the Administrative Agent of such extension Extension Request, and (ii) certifying thatin all other cases, (A) before those applicable Revolving Lenders which extended the applicable Revolving Commitment Termination Date of their applicable Revolving Loans and after giving effect to such extension, Revolving Commitments in the representations and warranties contained in Article III made by it are true and correct on and as most recent extension of the Extension Confirmation Date, except to the extent that such representations and warranties specifically refer to an earlier date, (B) before and after giving effect to such extension no Default exists or will exist as of the Extension Confirmation Date, and (C) since December 31, 2004, no event, development or circumstance that has had or could reasonably be expected to have a Material Adverse Effect has occurred. The Borrower shall prepay any Loans outstanding on the Extension Effective applicable Revolving Commitment Termination Date (and pay any additional amounts required effected pursuant to this Section 2.13) to the extent necessary to keep outstanding Loans ratable with any revised and new Applicable Percentages of all the Lenders effective as of the Extension Effective Date2.26.”

Extension of Maturity Date. (a) Not earlier than 90 At least 45 days prior to, nor later than 30 days prior to, each anniversary of May 31, 2006, and on but not more than two occasions60 days prior to the first or second anniversary of the Closing Date, the Borrower mayBorrower, upon by written notice to the Administrative Agent (which shall promptly notify the Lenders)Agent, may request a one-year an extension of the Maturity Date in effect at such time by one year from its then in effect. Within 30 days of delivery of such notice, each Lender shall notify the Administrative Agent whether or not it consents to such extension (which consent may be given or withheld in such Lender’s sole and absolute discretion). Any Lender not responding within the above time period shall be deemed not to have consented to such extensionscheduled expiration. The Administrative Agent shall promptly notify 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 Borrower and the Lenders 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 consent to any such request for extension of the Lenders’ responsesMaturity Date at least 20 days prior to the applicable anniversary date, such Lender shall be deemed to be a Non-Consenting Lender with respect to such request. The Administrative Agent shall notify the Borrower not later than 15 days prior to the applicable anniversary date of the decision of the Lenders regarding the Borrower’s request for an extension of the Maturity Date. (b) The If all 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 anniversary date (the “Extension Date”), be extended for one year; provided that on each Extension Date (x) the representations and warranties in Article III shall be true and correct and (y) no Default shall have occurred and be continuing. 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 only if for one year 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 Required Lenders (calculated excluding extent that the Maturity Date is not extended as to any Lender pursuant to this Section 2.20 and the Commitment of such Lender is not assumed in default 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 Borrower, such Lender or any other Person; provided that such Non-Consenting Lender’s rights under Sections 2.14, 2.15, 2.16 and 9.03, and its obligations under Section 8.07, 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 Borrower for any requested extension of the Maturity Date. (c) If less than all of the Lenders consent to any such request pursuant to subsection (a) of this Section 2.20, the Administrative Agent shall promptly so notify the Consenting Lenders, and each Consenting Lender may, in its obligation sole discretion, give written notice to fund Loans hereunder and the Administrative Agent not later than 10 days prior to the Extension Date of the amount of the Non-Consenting Lenders’ Commitments for which it is willing to accept an assignment. If the Consenting Lenders notify the Administrative Agent that they are willing to accept assignments of Commitments in an aggregate amount that exceeds the amount of the Commitments of the Non-Consenting Lenders, such Commitments shall be allocated among the Consenting Lenders willing to accept such assignments in such amounts as are agreed between the Borrower and the Administrative Agent. If after giving effect to the assignments of Commitments described above there remains any Commitments of Non-Consenting Lenders, the Borrower may arrange for one or more Consenting Lenders or other Eligible Assignees as Assuming Lenders to assume, effective as of the Extension Date, any Non-Consenting Lender’s Commitment and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting Lender; provided, however, that the amount of the Commitment of any such Assuming 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 Assuming Lender shall assume all of such lesser amount; and provided further that: (i) any such Consenting Lender or Assuming Lender shall have paid to such Non-Consenting Lender (A) the aggregate principal amount of, and any interest accrued and unpaid to the effective date of the assignment on, the outstanding Advances, if any, of such Non-Consenting Lender plus (B) any accrued but unpaid facility fees owing to such Non-Consenting Lender as of the effective date of such assignment; (ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non-Consenting Lender; and (iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section 9.04(b) 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 9.03, and its obligations under Section 8.07, 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 Assuming Lender, if any, shall have delivered to the Borrower and the Administrative Agent an Assumption Agreement, duly executed by such Assuming Lender, such Non-Consenting Lender, the Borrower and the Administrative Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to the Borrower 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 2.20 shall have delivere d 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) above, each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting Lender under this Agreement and shall be a Lender for all purposes of this Agreement, without any further acknowledgment by or the consent of the other Lenders, and the obligations of each such Non-Consenting Lender hereunder (other than the obligation under Section 8.07) shall, by the provisions hereof, be released and discharged. (d) If (after giving effect to any replacements assignments or assumptions pursuant to subsection (c) of this Section 2.20) Lenders permitted herein) (having Commitments equal to at least 50% of the “Consenting Lenders”) Commitments in effect immediately prior to the Extension Date have consented thereto. If so extendedin writing to a requested extension (whether by notice as contemplated in subsection (a) of this Section 2.20, or by execution or delivery of an Assumption Agreement or otherwise) not later than one Business Day prior to such Extension Date, the Maturity DateAdministrative Agent shall so notify the Borrower, as and, subject to (x) the Consenting Lendersrepresentations and warranties in Article III being true and correct and (y) no Default shall have occurred and be continuing, shall be extended to the same date in the year following 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 Assuming Lender for such existing Extension Date, refer to the Maturity Date being the “as so extended. Promptly following each Extension Effective Date”). The Administrative Agent and the Borrower shall promptly confirm to the Lenders such extension, specifying the date of such confirmation (the “Extension Confirmation Date”), the Extension Effective Date, and the new Maturity Date (after giving effect to such extension). As a condition precedent to such extension, the Borrower shall deliver to the Administrative Agent a certificate shall notify the Lenders (including, without limitation, each Assuming Lender) of the Borrower dated as extension of the Extension Confirmation scheduled Maturity Date (in sufficient copies for effect immediately prior thereto and shall thereupon record in the Register the relevant information with respect to each such Consenting Lender and each such Assuming Lender) 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, (A) before and after giving effect to such extension, the representations and warranties contained in Article III made by it are true and correct on and as of the Extension Confirmation Date, except to the extent that such representations and warranties specifically refer to an earlier date, (B) before and after giving effect to such extension no Default exists or will exist as of the Extension Confirmation Date, and (C) since December 31, 2004, no event, development or circumstance that has had or could reasonably be expected to have a Material Adverse Effect has occurred. The Borrower shall prepay any Loans outstanding on the Extension Effective Date (and pay any additional amounts required pursuant to Section 2.13) to the extent necessary to keep outstanding Loans ratable with any revised and new Applicable Percentages of all the Lenders effective as of the Extension Effective Date.”

Extension of Maturity Date. (a) Not earlier than 90 days prior to, nor later than 30 days prior to, each anniversary The Borrower may request the Lender to extend the Initial Maturity Date of May 31, 2006, and on not more than two occasionsthe Facility for an additional three (3) Months (such extended date, the Borrower may“Extended Maturity Date”) by written notice, upon substantially in the form of Schedule 5 (Form of Extension Notice) (such notice, the “Extension Notice”) to the Lender at least ten (10) Business Days prior to the Initial Maturity Date and such extension will become automatically effective on the Initial Maturity Date so long as: (i) no Default has occurred on or prior to and is continuing on the date of the delivery of the Extension Notice and the Initial Maturity Date; and (ii) the Lender has not provided notice to the Administrative Agent Borrower in writing, at least five (which shall promptly notify 5) Business Days prior to the Lenders)Initial Maturity Date, request a one-year extension of that the Maturity Date then in effectrelevant Extension Notice has been rejected. Within 30 days of delivery of such notice, each The Extension Notice once delivered to the Lender shall notify be irrevocable and binding on the Administrative Agent whether or not it consents to such extension (which consent may be given or withheld in such Lender’s sole and absolute discretion). Any Lender not responding within the above time period shall be deemed not to have consented to such extension. The Administrative Agent shall promptly notify the Borrower and the Lenders of the Lenders’ responsesBorrower. (b) The Borrower may request the Lender to extend the Extended Maturity Date shall be of the Facility for an additional three (3) Months (such extended only if date, the Required Lenders “Further Extended Maturity Date”) by written notice, substantially in the form of the Extension Notice to the Lender at least ten (calculated excluding any Lender in default in its obligation to fund Loans hereunder and 10) Business Days prior to giving effect the Extended Maturity Date and such extension will become automatically effective on the Extended Maturity Date so long as: (i) no Default has occurred on or prior to any replacements and is continuing on the date of Lenders permitted hereinthe delivery of the Extension Notice and the Extended Maturity Date; and (ii) the Lender has not provided notice to the Borrower in writing, at least five (5) Business Days prior to the “Consenting Lenders”) have consented thereto. If so extended, the Initial Maturity Date, as that the relevant Extension Notice has been rejected. The Extension Notice(s) once delivered to the Consenting Lenders, Lender shall be extended to irrevocable and binding on the same date in the year following the Maturity Date then in effect Borrower. (such existing Maturity Date being the “Extension Effective Date”). c) The Administrative Agent and Lender shall promptly notify the Borrower shall promptly confirm to the Lenders such extension, specifying the date of such confirmation (the “Extension Confirmation Date”), the Extension Effective Date, and the new Maturity Date (after giving effect to such extension). As a condition precedent to such extension, the Borrower shall deliver to the Administrative Agent a certificate of the Borrower dated as of the Extension Confirmation Date (in sufficient copies for each Lender) signed by a Responsible Officer of the Borrower (i) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such any extension and (ii) certifying that, (A) before and after giving effect to such extension, the representations and warranties contained in Article III made by it are true and correct on and as of the Extension Confirmation Date, except to the extent that such representations and warranties specifically refer to an earlier date, (B) before and after giving effect to such extension no Default exists or will exist as of the Extension Confirmation Date, and (C) since December 31, 2004, no event, development or circumstance that has had or could reasonably be expected to have a Material Adverse Effect has occurred. The Borrower shall prepay any Loans outstanding on the Extension Effective Date (and pay any additional amounts required effected pursuant to Section 2.13) to the extent necessary to keep outstanding Loans ratable with any revised and new Applicable Percentages this Clause 6.2 (Extension of all the Lenders effective as of the Extension Effective Maturity Date).”

Extension of Maturity Date. (a) Not earlier than 90 75 days prior to, nor later than 30 days prior to, the Initial Maturity Date and each anniversary of May 31, 2006, and on not more than two occasionsthe Initial Maturity Date, the Borrower may, upon notice to the Administrative Agent (which shall promptly notify the Lenders), request a one-year extension of the Maturity Date then in effect. Within 30 15 days of delivery of such notice, each Lender shall notify the Administrative Agent whether or not it consents to such extension (which consent may be given or withheld in such Lender’s sole and absolute discretion). Any Lender not responding within the above time period shall be deemed not to have consented to such extension. The Administrative Agent shall promptly notify the Borrower and the Lenders of the Lenders’ responses. (b) The Maturity Date shall be extended only if the Required Lenders (calculated excluding any Defaulting Lender in default in its obligation to fund Loans hereunder and prior to after giving effect to any replacements of Lenders permitted herein) have consented thereto (the Lenders that so consent being the “Consenting Lenders” and the Lenders that do not consent being the “Non-Consenting Lenders”) have consented thereto). If so extended, the Maturity Date, as to the Consenting Lenders, shall be extended to the same date in the year following 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, specifying the date of such confirmation (the “Extension Confirmation Date”), the Extension Effective Date, and the new Maturity Date (after giving effect to such extension). As a condition precedent to such extension, the Borrower shall deliver to the Administrative Agent a certificate of the Borrower dated as of the Extension Confirmation Date (in sufficient copies for each Lender) 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, (A) before and after giving effect to such extension, the representations and warranties contained in Article III made by it are true and correct on and as of the Extension Confirmation Date, except to the extent that such representations and warranties specifically refer to an earlier date, (B) before and after giving effect to such extension no Default exists or will exist as of the Extension Confirmation Date, and (C) since December 31, 20042010, no event, development or circumstance that has had or could reasonably be expected to have a Material Adverse Effect has occurred. The Borrower shall prepay any Loans outstanding on the Extension Effective Date (and pay any additional amounts required pursuant to Section 2.132.16) to the extent necessary to keep outstanding Loans ratable with any revised and new Applicable Percentages of all the Lenders effective as of the Extension Effective Date; and if, after giving effect to such prepayment, the total Credit Exposures exceeds the total Commitments then in effect as a result of an LC Exposure, then the Borrower will pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.06(j). In addition, each Consenting Lender shall automatically (without any further action) and ratably acquire on the Extension Effective Date the Non-Consenting Lenders’ participations in Letters of Credit, in an amount equal to such Consenting Lender’s Applicable Percentage of the amount of such participations.”

Extension of Maturity Date. (a) Not earlier than 90 days prior to, nor or later than 30 days prior tothe Requisite Time therefor, each anniversary of May 31, 2006, and on not more than two occasions, the Borrower may, upon notice Requisite Notice to the Administrative Agent (which who shall promptly notify the Lenders), request a one-year an extension of the Maturity Date then in effecteffect (the "Extension Request"). Within 30 20 days of delivery of such noticenotice but not earlier than 30 days prior to the Maturity Date then in effect, each Lender shall notify the Administrative Agent by Requisite Notice whether or not it consents to such extension (which consent may be given or withheld in such Lender’s sole and absolute discretion)extension. Any Lender not responding within the above time period shall be deemed not to have not consented to such extension. The Administrative Agent shall promptly notify the Borrower of Lenders' responses and the Lenders aggregate amount of the Commitments of Rejecting Lenders (the "Rejected Amount"). If the Maturity Date is extended as provided in Section 2.10(b) and if any Lender (individually, a "Rejecting Lender" and collectively, "Rejecting Lenders’ responses") declines, or is deemed to have declined, to consent to such extension, Borrower shall cause each Rejecting Lender to be removed and/or replaced as a Lender no later than the Maturity Date then in effect pursuant to Section 10.21. (b) The Maturity Date then in effect shall be extended only if the Required Lenders ("Accepting Lenders") holding more than 50% of the combined Commitments (the amount of which shall be calculated excluding any Lender in default in its obligation to fund Loans hereunder and prior to giving effect to any removals or replacements of Lenders permitted herein) (the “Consenting Rejecting Lenders”) have consented thereto. If so extended, the Maturity Date, as to the Consenting Lenders, Date then in effect shall be extended to a date 364 days from the same date Maturity Date then in the year following effect, 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 in writing to the Lenders and Borrower such extension, specifying the date of such confirmation (the “Extension Confirmation Date”), extension and the Extension Effective Date, and the new Maturity Date (after giving effect to such extension). As a condition precedent to such extension, the Borrower shall deliver to the Administrative Agent a certificate of the Borrower dated as of the Extension Confirmation Effective Date (in sufficient copies for each Accepting Lender) 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, (A) before and after giving effect to such extension, the representations and warranties contained in Article III made by it are true and correct on and as of the Extension Confirmation Date, except to the extent that such representations and warranties specifically refer to an earlier date, (B) before and after giving effect to such extension no Default exists or will exist as Event of Default exists. Administrative Agent shall distribute an amended Schedule 2.01 (which shall be deemed incorporated into this Agreement) to reflect any changes in Lenders and their Commitments. (c) If the Extension Confirmation Date, and (C) since December 31, 2004, no event, development or circumstance that has had or could reasonably be expected to have a Material Adverse Effect has occurred. The Borrower shall prepay any Loans outstanding on the Extension Effective Maturity Date (and pay any additional amounts required then in effect is extended pursuant to Section 2.13) 2.10(b), Borrower shall have the right, in consultation with and through Administrative Agent, either prior to the extent necessary to keep outstanding Loans ratable with any revised and new Applicable Percentages of all the Lenders effective as of or within 60 days following the Extension Effective Date, to request one or more Accepting Lenders to increase their Commitments by an aggregate amount not to exceed the Rejected Amount. Each Accepting Lender shall have the right, but not the obligation, to offer to increase its Commitment by an amount up to the amount requested by Borrower, which offer shall be made by notice from such Accepting Lender to Administrative Agent not later than ten days after such Accepting Lender is notified of such request by Administrative Agent, specifying the amount of the offered increase in such Accepting Lender's Commitment. If the aggregate amount of the offered increases in the Commitments of all Accepting Lenders does not equal the Rejected Amount, then Borrower shall have the right, prior to or within 60 days following the Extension Effective Date, to add one or more banks or other financial institutions, each of which must be eligible to be an assignee under Section 10.04, as Lenders ("Purchasing Lenders") to replace such Rejecting Lenders, which Purchasing Lenders shall have an aggregate Commitment not greater than the Rejected Amount less any increases in the Commitments of Accepting Lenders.” (d) In the event the Maturity Date then in effect is not extended pursuant to Section 2.10(b), Borrower may, upon Requisite Notice to Administrative Agent (who shall promptly notify Lenders) not later than the Requisite Time therefor elect to convert the outstanding principal amount of the Loans on the Maturity Date then in effect to term loans, which term loans shall be payable on the fourth anniversary of the date on which such conversion occurs; provided that such conversion shall not occur if an Event of Default has occurred and is continuing on the Maturity Date then in effect. From and after such conversion, (i) such term loans shall continue to be Loans for purposes of this Agreement, except that such term loans shall not be a revolving credit and, if prepaid, may not be reborrowed, and (ii) the Commitment of each Lender shall continue to be outstanding, except that immediately after such conversion, the Commitment of each Lender shall automatically be reduced to an amount equal to the principal amount of such term loans owing to such Lender. (e) This Section 2.10 shall supercede any provisions in Section 10.01 to the contrary.

Extension of Maturity Date. In the event that any portion of this Debenture remains outstanding at the original Maturity Date of this Debenture (afor purposes of this Section 2(f) Not earlier than 90 days prior to, nor later than 30 days prior to, each anniversary of May 31, 2006, and on not more than two occasionsonly, the Borrower may, upon notice to the Administrative Agent (which shall promptly notify the Lenders), request a one-year extension of the “Original Maturity Date then in effect. Within 30 days of delivery of such notice, each Lender shall notify the Administrative Agent whether or not it consents to such extension (which consent may be given or withheld in such Lender’s sole and absolute discretion). Any Lender not responding within the above time period shall be deemed not to have consented to such extension. The Administrative Agent shall promptly notify the Borrower and the Lenders of the Lenders’ responses. (b) The Maturity Date shall be extended only if the Required Lenders (calculated excluding any Lender in default in its obligation to fund Loans hereunder and prior to giving effect to any replacements of Lenders permitted herein) (the “Consenting Lenders”) have consented thereto. If so extended, the Maturity Date, as to the Consenting Lenders, shall be extended to the same date in the year following 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, specifying the date of such confirmation (the “Extension Confirmation Date”), the Extension Effective Company, at its sole discretion and with no further action of the Holder, has the right to automatically extend the Maturity Date of this Debenture for an additional six (6) month period such that the Debenture shall be due and payable on November 28, 2021; provided, however, that immediately after the expiration of the Original Maturity Date, all amounts due and payable on the new Debenture shall be increased by the Extension Amount. By way of example, if immediately prior to the Original Maturity Date Date, the amount due and payable to the Holder on the Debenture is an aggregate of $1,000,000 including all accrued but unpaid interest and all other amounts, costs, expenses and liquidated damages due in respect of this Debenture, then immediately following the Original Maturity Date, with no further action by the Company or the Holder, the amount due and payable on this Debenture shall be increased to $1,100,000 (after giving effect for the avoidance of doubt, if immediately thereafter Company then determined to such extensionprepay the Debenture in full, the Holder would be due the Prepayment Amount which would be $1,430,000). As a condition precedent At least ten (10) Business Days prior to such extension, the Borrower Company must file a Current Report on Form 8-K with the Commission and/or issue a press release disclosing its intention to extend the Maturity Date, during which period the Holder shall deliver retain the right to convert this Debenture, including accrued interest due thereon, on the terms set forth herein. Failure to file a Form 8-K and issue a press release on a timely basis shall not preclude the Company from automatically extending the Maturity Date, but if the Company has not paid the outstanding amounts under this Debenture on or prior to the Administrative Agent a certificate expiration of the Borrower dated as Original Maturity Date, notwithstanding the automatic extension of the Extension Confirmation Date (in sufficient copies for each Lender) 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, (A) before and after giving effect to such extension, the representations and warranties contained in Article III made by it are true and correct on and as of the Extension Confirmation Maturity Date, except this Debenture shall be deemed to the extent that such representations and warranties specifically refer to an earlier date, (B) before and after giving effect to such extension no Default exists or will exist as of the Extension Confirmation Date, and (C) since December 31, 2004, no event, development or circumstance that has had or could reasonably be expected to have a Material Adverse Effect has occurred. The Borrower shall prepay any Loans outstanding on the Extension Effective Date (and pay any additional amounts required pursuant to in default under Section 2.13) to the extent necessary to keep outstanding Loans ratable with any revised and new Applicable Percentages of all the Lenders effective as of the Extension Effective Date8 hereof.”

Extension of Maturity Date. (a) Not earlier than 90 days prior to, nor later than 30 days prior to, each anniversary of May 31, 2006, and on not more than two occasions, The Borrowers shall have the Borrower may, upon notice option to the Administrative Agent (which shall promptly notify the Lenders), request a one-year extension of the Maturity Date then in effect. Within 30 days of delivery of such notice, each Lender shall notify the Administrative Agent whether or not it consents to such extension (which consent may be given or withheld in such Lender’s sole and absolute discretion). Any Lender not responding within the above time period shall be deemed not to have consented to such extension. The Administrative Agent shall promptly notify the Borrower and the Lenders of the Lenders’ responses. (b) The Maturity Date shall be extended only if the Required Lenders (calculated excluding any Lender in default in its obligation to fund Loans hereunder and prior to giving effect to any replacements of Lenders permitted herein) (the “Consenting Lenders”) have consented thereto. If so extended, the Maturity Date, as to the Consenting Lenders, shall be extended to the same date in the year following extend the Maturity Date then in effect for additional terms to be agreed between the Administrative Borrower and Agent, subject to satisfaction of the following conditions precedent: (such existing Maturity Date being the “Extension Effective Date”). The Administrative a) each of Agent and the Borrower shall promptly confirm Lenders consents to the Lenders such extensionextension in its sole discretion; (b) the Borrowers shall have paid an Extension Fee, specifying if any, to Agent for the benefit of the Lenders; (c) no Event of Default or Unmatured Event of Default shall have occurred and be continuing on the date on which notice is given in accordance with the following clause (g) or as of the effective date of such confirmation (the “Extension Confirmation Date”), the Extension Effective Date, extension and the new Maturity Date (immediately after giving effect to such extension). As a condition precedent to such extension, thereto; (d) on the Borrower shall deliver to date on which notice is given in accordance with the Administrative Agent a certificate of the Borrower dated following clause (g) and as of the Extension Confirmation Date (in sufficient copies for each Lender) signed by a Responsible Officer effective date of the Borrower (i) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such extension and (ii) certifying that, (A) before and immediately after giving effect to such extensionthereto, the representations and warranties contained set forth herein and in Article III made by it the other Loan Documents are true and correct in all material respects with the same force and effect as if made on and as of the Extension Confirmation Date, such date (except to the extent that such representations and warranties specifically refer expressly relate to an earlier date); provided that if a representation or warranty is qualified as to materiality, with respect to such representation or warranty, the foregoing materiality qualifier shall be disregarded for the purposes of this condition; (Be) before no event shall have occurred or shall be pending or overtly threatened as of the date on which notice is given in accordance with the following clause (g) or as of the effective date of such extension and immediately after giving effect to such extension no Default exists or will exist as of the Extension Confirmation Date, and (C) since December 31, 2004, no event, development or circumstance thereto that has had or could reasonably be expected to have a Material Adverse Effect has occurred. The upon the Borrowers; (f) the Borrowers shall have delivered a legal opinion in form and substance reasonably satisfactory to Agent; and (g) the Administrative Borrower shall prepay any Loans outstanding on the Extension Effective Date (and pay any additional amounts required pursuant to Section 2.13) have delivered a written request with respect to the extent necessary to keep outstanding Loans ratable with any revised and new Applicable Percentages of all the Lenders effective as extension of the Extension Effective DateMaturity Date to Agent not less than thirty (30) days prior to the Maturity Date then in effect (which shall be promptly forwarded by Agent to each Lender).”

Extension of Maturity Date. (a) Not earlier than 90 days prior to, nor later than 30 days prior to, each anniversary of May 31, 2006, and on not more than two occasionsthe Effective Date, the Borrower may, but not more than one time prior to the Investment Grade Covenants Date and an unlimited number of times following the Investment Grade Covenants date, upon notice to the Administrative Agent (which shall promptly notify the Lenders), request a one-year extension of the Maturity Date then in effect. Within 30 15 days of delivery of such notice, each Lender shall notify the Administrative Agent whether or not it consents to such extension (which consent may be given or withheld in such Lender’s sole and absolute discretion). Any Lender not responding within the above time period shall be deemed not to have consented to such extension. The Administrative Agent shall promptly notify the Borrower and the Lenders of the Lenders’ responses. (b) The Maturity Date shall be extended only if the Required Lenders (calculated excluding any Defaulting Lender in default in its obligation to fund Loans hereunder and prior to after giving effect to any replacements of Lenders permitted herein) have consented thereto (the Lenders that so consent being the “Consenting Lenders” and the Lenders that do not consent being the “Non-Consenting Lenders”) have consented thereto). If so extended, the Maturity Date, as to the Consenting Lenders, shall be extended to the same date in the year following 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, specifying the date of such confirmation (the “Extension Confirmation Date”), the Extension Effective Date, and the new Maturity Date (after giving effect to such extension). As a condition precedent to such extension, the Borrower shall deliver to the Administrative Agent a certificate of the Borrower dated as of the Extension Confirmation Date (in sufficient copies for each Lender) 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, (A) before and after giving effect to such extension, the representations and warranties contained in Article III made by it are true and correct on and as of the Extension Confirmation Date, except to the extent that such representations and warranties specifically refer to an earlier date, (B) before and after giving effect to such extension no Default exists or will exist as of the Extension Confirmation Date, and (C) since December 31, 2004the date of the financial statements most recently delivered pursuant to Section 5.01(a), no event, development or circumstance that has had or could reasonably be expected to have a Material Adverse Effect has occurred. The Borrower shall prepay any Loans outstanding on the Extension Effective Date (and pay any additional amounts required pursuant to Section 2.132.15) to the extent necessary to keep outstanding Loans ratable with any revised and new Applicable Percentages of all the Lenders effective as of the Extension Effective Date; and if, after giving effect to such prepayment, the Total Credit Exposure exceeds the total Commitments then in effect as a result of an LC Exposure, then the Borrower will pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.05(j). In addition, each Consenting Lender shall automatically (without any further action) and ratably acquire on the Extension Effective Date the Non-Consenting Lenders’ participations in Letters of Credit, in an amount equal to such Consenting Lender’s Applicable Percentage of the amount of such participations.”

Extension of Maturity Date. (a) Not earlier than 90 days prior to, nor later than 30 days prior to, each anniversary of May 31, 2006, and on not more than two occasionsthe Closing Date, the Borrower may, upon notice to the Administrative Agent (which shall promptly notify the Lenders), request a one-one year extension of the Maturity Date then in effecteffect (the “Present Maturity Date”). This option may be exercised only twice. Within 30 days of delivery of such notice, each Lender shall notify the Administrative Agent whether or not it consents to such extension (which consent may be given or withheld in such Lender’s sole and absolute discretion). Any Lender not responding within the above time period shall be deemed not to have consented to such extension. The Administrative Agent shall promptly notify the Borrower and the Lenders of the Lenders’ responses. (b) The Maturity Date shall be extended only if the Required consenting Lenders (calculated excluding any Lender in default in its obligation to fund Loans hereunder and prior to giving effect to any replacements of Lenders permitted herein) (the “Consenting Lenders”) have consented theretoconstitute Majority Lenders. If so extended, the Maturity Date, as to the Consenting Lenders, shall be extended to the same date in the year following year, effective as of the anniversary of the Closing Date applicable to such extension request (such extended Maturity Date being the “Extension Maturity Date”). All non-consenting Lenders (“Non-Consenting Lenders”) shall continue to be subject to the Maturity Date then in effect prior to the effectiveness of the Extension Maturity Date (such existing Maturity Date being the “Extension Effective Present Maturity Date”). The Borrower shall pay or prepay all Advances, interest thereon and all other amounts due each Non-Consenting Lender on or before the Present Maturity Date, and, if after giving effect thereto, the Outstandings exceed the Revolving Commitments of the Consenting Lenders the Borrower shall prepay the Advances (or if no Advances are then outstanding, Cash Collateralize the Letter of Credit Exposure) in the amount of such excess, together with all accrued and unpaid interest thereon. The Administrative Agent and the Borrower shall promptly confirm to the Lenders such extension, specifying the date of such confirmation (the “Extension Confirmation Date”), extension and the Extension Effective Maturity Date, and the new Maturity Date (after giving effect to such extension). As a condition precedent to such extension, extension the Borrower shall deliver to the Administrative Agent a certificate of the Borrower dated as of the Extension Confirmation Date (in sufficient copies for each Lender) signed by a Responsible Officer of the Borrower (i) certifying and attaching the resolutions adopted by the Borrower approving or consenting to that such extension is within the Borrower’s corporate authority and has been duly authorized by appropriate governing action and proceedings and (ii) certifying that, (A) before and after giving effect to such extension, (A) the representations and warranties contained in Article III made by it IV and the other Credit Documents are true and correct on and as of the Extension Confirmation Datein all material respects, except to the extent that such representations and warranties specifically refer expressly relate solely to an earlier date, in which case they shall have been true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.19, the representations and warranties contained in Section 4.6 shall be deemed to refer to the most recent statements furnished pursuant to subsection (b) of Section 5.6, and (B) before no Default has occurred and is continuing. If the Maturity Date has been extended, then on the Present Maturity Date, each Consenting Lender shall automatically be deemed to have purchased participations in each Letter of Credit, the related Letter of Credit Exposure, and each Swingline Advance equal to such Consenting Lender’s Pro Rata Share thereof after giving effect to such extension no Default exists or will exist as the departure of the Extension Confirmation Date, Non-Consenting Lenders and the elimination of their Revolving Commitments. (Cc) since December 31, 2004, no event, development This Section shall supersede any provisions in Section 2.14 or circumstance that has had or could reasonably be expected 9.1 to have a Material Adverse Effect has occurred. the contrary. (d) The Borrower shall prepay any Loans Advances outstanding on the Extension Effective Present Maturity Date (and pay any additional amounts required pursuant to Section 2.132.8) or borrow additional amounts to the extent necessary to keep outstanding Loans Revolving Advances ratable with any revised and new Applicable Percentages Revolving Commitment of all the Consenting Lenders effective as of the Extension Effective Present Maturity Date.”

Extension of Maturity Date. (a) Not earlier than 90 days prior to, nor later than 30 days prior to, the Initial Maturity Date and each anniversary of May 31, 2006, and on not more than two occasionsthe Initial Maturity Date, the Borrower may, upon notice to the Administrative Agent (which shall promptly notify the Lenders), request a one-year extension of the Maturity Date then in effect, provided, however, that the Borrower may not request more than two such extensions during the term of this Agreement. Within 30 15 days of delivery of such notice, each Lender shall notify the Administrative Agent whether or not it consents to such extension (which consent may be given or withheld in such Lender’s sole and absolute discretion). Any Lender not responding within the above time period shall be deemed not to have consented to such extension. The Administrative Agent shall promptly notify the Borrower and the Lenders of the Lenders’ responses. (b) The Maturity Date shall be extended only if the Required Lenders (calculated excluding any Defaulting Lender in default in its obligation to fund Loans hereunder and prior to after giving effect to any replacements of Lenders permitted herein) have consented thereto (the Lenders that so consent being the “Consenting Lenders” and the Lenders that do not consent being the “Non-Consenting Lenders”) have consented thereto). If so extended, the Maturity Date, as to the Consenting Lenders, shall be extended to the same date in the year following 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, specifying the date of such confirmation (the “Extension Confirmation Date”), the Extension Effective Date, and the new Maturity Date (after giving effect to such extension). As a condition precedent to such extension, the Borrower shall deliver to the Administrative Agent a certificate of the Borrower dated as of the Extension Confirmation Date (in sufficient copies for each Lender) 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, (A) before and after giving effect to such extension, the representations and warranties contained in Article III made by it are true and correct in all material respects (or, in the case of any such representations and warranties that are qualified as to materiality, the accuracy in all respects of such representations and warranties) on and as of the Extension Confirmation Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (or, in the case of any such representations and warranties that are qualified as to materiality, the accuracy in all respects of such representations and warranties) as of such earlier date, (B) before and after giving effect to such extension no Default exists or will exist as of the Extension Confirmation Date, and (C) since December 31, 20042015, no event, development or circumstance that has had or could reasonably be expected to have a Material Adverse Effect has occurred. The Borrower shall prepay any Loans outstanding on the Extension Effective Date (and pay any additional amounts required pursuant to Section 2.132.16) to the extent necessary to keep outstanding Loans ratable with any revised and new Applicable Percentages of all the Lenders effective as of the Extension Effective Date; and if, after giving effect to such prepayment, the total Credit Exposures exceeds the total Commitments then in effect as a result of an LC Exposure, then the Borrower will pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.06(j). In addition, each Consenting Lender shall automatically (without any further action) and ratably acquire on the Extension Effective Date the Non-Consenting Lenders’ participations in Letters of Credit, in an amount equal to such Consenting Lender’s Applicable Percentage of the amount of such participations.”

Extension of Maturity Date. (a) Not earlier than 90 days prior to, nor later than 30 days prior to, each anniversary of May 31the Effective Date, 2006, and on not more than two occasions, the Borrower Anadarko may, upon notice to the Administrative Agent (which shall promptly notify the Lenders), request a one-year extension of the Facility Maturity Date then in effect. Within 30 15 days of delivery of such notice, each Lender shall notify the Administrative Agent whether or not it consents to such extension (which consent may be given or withheld in such Lender’s sole and absolute discretion). Any Lender not responding within the above time period shall be deemed not to have consented to such extension. The Administrative Agent shall promptly notify the Borrower Anadarko and the Lenders of the Lenders’ responses. (b) The Facility Maturity Date (and the Maturity Date of a particular Lender) shall be extended only if Lenders holding greater than 51% of the Required Lenders total Commitments then outstanding (calculated excluding any Defaulting Lender in default in its obligation to fund Loans hereunder and prior to giving effect to any replacements of Lenders permitted herein) (the “Consenting Lenders”) have consented theretothereto and only with respect to the Consenting Lenders. If so extended, the Maturity Date, as to the Consenting Lenders, shall be extended to the same date in the year following the then effective Facility Maturity Date then in effect Date, effective as of the date (such existing Maturity Date being the “Extension Effective Date”)) as soon as practicable after the consent of the Consenting Lenders is obtained on which the Borrowers deliver the certificate contemplated below. The Administrative Agent and the Borrower Borrowers shall promptly confirm to the Lenders such extension, specifying the date of such confirmation (the “Extension Confirmation Date”), extension and the Extension Effective Date, and the new Maturity Date (after giving effect to such extension). As a condition precedent to such extension, the Borrower Borrowers shall deliver to the Administrative Agent a certificate of the Borrower Borrowers dated as of the Extension Confirmation Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer responsible officer of the each Borrower (i) certifying and attaching the resolutions adopted by the Borrower Borrowers approving or consenting to such extension and (ii) certifying that, (A) before and after giving effect to such extension, the representations and warranties contained in Article III made by it are true and correct on and as of the Extension Confirmation Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, (B) before and after giving effect to such extension no Default or Event of Default exists or will exist as of the Extension Confirmation Dateexist, and (C) since December 31, 2004, no event, development or circumstance that has had or could reasonably be expected to have a Material Adverse Effect has occurred. The Borrower After the Facility Maturity Date has been extended as to any Consenting Lenders effective as of an Extension Effective Date, on the Maturity Date of the non-Consenting Lenders next following such Extension Effective Date, the Borrowers shall prepay any Loans outstanding on the Extension Effective such Maturity Date (and pay any additional amounts required pursuant to Section 2.132.22) to the extent necessary to keep outstanding Loans ratable with any revised and new Applicable Percentages of all the Lenders effective as of such Maturity Date of the non-Consenting Lenders next following such Extension Effective Date.” (c) If any Lender does not consent to the extension of the Facility Maturity Date as provided in this Section 2.20, the Borrowers shall have the right to replace such Lender in accordance with Section 9.13(a) or to increase the Commitment of any other Lender in accordance with Section 2.09.

Extension of Maturity Date. (a) Not earlier than 90 days prior to, nor later than 30 days prior to, each anniversary of May 31the date hereof, 2006beginning with the fifth anniversary of the date hereof, and on not more than two three occasions, the Borrower mayW▇▇ ▇▇▇, upon notice to the Administrative Agent (which shall promptly notify the Lenders), request a one-year extension of the Maturity Date then in effect. Within Prior to the earlier of (i) 30 days of after delivery of such noticenotice by the Administrative Agent to the Lenders and (ii) three Business Days prior to the then existing Maturity Date, each Lender shall notify the Administrative Agent whether or not it consents to such extension (which consent may be given or withheld in such Lender’s sole and absolute discretion). Any Lender not responding within the above time period shall be deemed not to have consented to such extension. The Administrative Agent shall promptly notify the Borrower Borrowers and the Lenders of the Lenders’ responses. (b) The Maturity Date shall be extended only if the Required Lenders (calculated excluding any Lender in default in its obligation to fund Loans hereunder and prior to after giving effect to any replacements of Non-Extending Lenders permitted herein) (the “Consenting Lenders”pursuant to Section 4.03(b)) have consented thereto. If so extended, whereupon the Maturity Date, as to the Consenting Lenders, Date shall be extended to the same date in the which is one year following after the Maturity Date then in effect prior to such extension (such existing Maturity Date being Date, the “Extension Effective Date”). The Administrative Agent and the Borrower shall promptly confirm to notify the Lenders of such extension, specifying the date of such confirmation (the “Extension Confirmation Date”), the Extension Effective Date, Date and the new Maturity Date (after giving effect to such extension)Date. As a condition precedent to such extension, the Borrower each Obligor shall deliver to the Administrative Agent a certificate of the Borrower such Obligor dated as of the Extension Confirmation Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of the Borrower such Obligor (i) certifying and attaching the resolutions adopted by the Borrower such Obligor approving or consenting to such extension and (ii) certifying that, that (A) before and after giving effect to such extension, the representations and warranties contained in Article III VI made by it are true and correct on and as of the Extension Confirmation Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, (B) as of the Extension Effective Date, both before and immediately after giving effect to such extension no Default exists or will exist as Event of the Extension Confirmation DateDefault has occurred and is continuing, and (C) as of the Extension Effective Date, there has been no material adverse change, since December 31the date of the most recent Annual Report on Form 10-K furnished or deemed furnished to the Administrative Agent and each Lender pursuant to Section 7.01(b), 2004in the financial condition, no event, development business or circumstance that has had or operations of WIL and its Subsidiaries taken as a whole which could reasonably be expected to have a Material Adverse Effect Effect. (c) Notwithstanding any extension of the Maturity Date pursuant to this Section 2.14, each Non-Extending Lender that has occurrednot been replaced by another Lender pursuant to Section 4.03 prior to the applicable Extension Effective Date shall continue to be subject to the Maturity Date in effect prior to giving effect to such extension (the “Existing Maturity Date”), and references herein to the “Maturity Date”, as to such Non-Extending Lender, shall be deemed to refer to the Existing Maturity Date. The Borrower On the Existing Maturity Date, the Borrowers shall (i) prepay any Loans outstanding on the Extension Effective Date such date (and pay any additional amounts required pursuant to Section 2.132.12) to the extent necessary to keep outstanding Loans ratable with any revised and new Applicable Percentages of all the respective Lenders effective as of such date and (ii) pay all other obligations accrued or owing hereunder to each Non-Extending Lender as of the Extension Effective Existing Maturity Date.”

Extension of Maturity Date. (a) Not earlier than 90 days prior to, nor later than 30 days prior to, each anniversary of May 31the Availability Date, 2006, and on not more than two occasions, the Borrower may, upon notice to the Administrative Agent (which shall promptly notify the Lenders), request a one-year extension of the Facility Maturity Date then in effect. Within 30 15 days of delivery of such notice, each Lender shall notify the Administrative Agent whether or not it consents to such extension (which consent may be given or withheld in such Lender’s sole and absolute discretion). Any Lender not responding within the above time period shall be deemed not to have consented to such extension. The Administrative Agent shall promptly notify the Borrower and the Lenders of the Lenders’ responses. (b) The Facility Maturity Date (and the Maturity Date of a particular Lender) shall be extended only if Lenders holding greater than 50% of the Required Lenders total Commitments then outstanding (calculated excluding any Defaulting Lender in default in its obligation to fund Loans hereunder and prior to giving effect to any replacements of Lenders permitted herein) (the “Consenting Lenders”) have consented theretothereto and only with respect to the Consenting Lenders. If so extended, the Maturity Date, as to the Consenting Lenders, shall be extended to the same date in the year following the then effective Facility Maturity Date then in effect Date, effective as of the date (such existing Maturity Date being the “Extension Effective Date”)) as soon as practicable after the consent of the Consenting Lenders is obtained on which the Borrower delivers the certificate contemplated below. The Administrative Agent and the Borrower shall promptly confirm to the Lenders such extension, specifying the date of such confirmation (the “Extension Confirmation Date”), extension and the Extension Effective Date, and the new Maturity Date (after giving effect to such extension). As a condition precedent to such extension, the Borrower shall deliver to the Administrative Agent a certificate of the Borrower dated as of the Extension Confirmation Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer 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, (A) before and after giving effect to such extension, the representations and warranties contained in Article III made by it are true and correct on and as of the Extension Confirmation Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, (B) before and after giving effect to such extension no Default or Event of Default exists or will exist as of the Extension Confirmation Dateexist, and (C) since December 31, 2004, no event, development or circumstance that has had or could reasonably be expected to there shall not have occurred a Material Adverse Effect Change. After the Facility Maturity Date has occurred. The been extended as to any Consenting Lenders effective as of an Extension Effective Date, on the Maturity Date of the Lenders that are not Consenting Lenders next following such Extension Effective Date, the Borrower shall prepay any Loans outstanding on the Extension Effective such Maturity Date (and pay any additional accrued and unpaid interest thereon and any accrued and unpaid fees and other amounts then due and payable hereunder to or for the accounts of such Lender, including, without limitation, such amounts required pursuant to Section 2.132.19) to the extent necessary to keep outstanding Loans ratable with any revised and new Applicable Percentages of all the Lenders effective as of the such Maturity Date of such Non-Consenting Lenders next following such Extension Effective Date.” (c) If any Lender does not consent to the extension of the Facility Maturity Date as provided in this Section 2.18, the Borrower shall have the right to replace such Lender in accordance with Section 9.13 or to increase the Commitment of any other Lender in accordance with Section 2.09.

Extension of Maturity Date. (a) Not earlier than 90 75 days prior to, nor later than 30 days prior to, each anniversary of May 31the Revolving Effective Date, 2006the Borrower may, and on but not more than two occasions, the Borrower maytimes, upon notice to the Administrative Agent (which shall promptly notify the Lenders), request a one-year extension of the Maturity Date then in effect. Within 30 15 days of delivery of such notice, each Lender shall notify the Administrative Agent whether or not it consents to such extension (which consent may be given or withheld in such Lender’s sole and absolute discretion). Any Lender not responding within the above time period shall be deemed not to have consented to such extension. The Administrative Agent shall promptly notify the Borrower and the Lenders of the Lenders’ responses. (b) The Maturity Date shall be extended only if the Required Lenders (calculated excluding any Defaulting Lender in default in its obligation to fund Loans hereunder and prior to after giving effect to any replacements of Lenders permitted herein) have consented thereto (the Lenders that so consent being the “Consenting Lenders” and the Lenders that do not consent being the “Non-Consenting Lenders”) have consented thereto). If so extended, the Maturity Date, as to the Consenting Lenders, shall be extended to the same date in the year following 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, specifying the date of such confirmation (the “Extension Confirmation Date”), the Extension Effective Date, and the new Maturity Date (after giving effect to such extension). As a condition precedent to such extension, the Borrower shall deliver to the Administrative Agent a certificate of the Borrower dated as of the Extension Confirmation Date (in sufficient copies for each Lender) 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, (A) before and after giving effect to such extension, the representations and warranties contained in Article III made by it are true and correct on and as of the Extension Confirmation Date, except to the extent that such representations and warranties specifically refer to an earlier date, (B) before and after giving effect to such extension no Default exists or will exist as of the Extension Confirmation Date, and (C) since December 31, 20042014, no event, development or circumstance that has had or could reasonably be expected to have a Material Adverse Effect has occurred. The Borrower shall prepay any Loans outstanding on the Extension Effective Date (and pay any additional amounts required pursuant to Section 2.132.16) to the extent necessary to keep outstanding Loans ratable with any revised and new Applicable Percentages of all the Lenders effective as of the Extension Effective Date; and if, after giving effect to such prepayment, the total Credit Exposures exceeds the total Commitments then in effect as a result of an LC Exposure, then the Borrower will pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.06(j). In addition, each Consenting Lender shall automatically (without any further action) and ratably acquire on the Extension Effective Date the Non-Consenting Lenders’ participations in Letters of Credit, in an amount equal to such Consenting Lender’s Applicable Percentage of the amount of such participations.”

Extension of Maturity Date. (a) Not earlier than 90 60 days prior to, nor later than 30 45 days prior to, each anniversary of May 31the Revolving Maturity Date applicable to a Borrower then in effect, 2006, and on not more than two occasions, the such Borrower may, upon notice to the Administrative Agent (which shall promptly notify the appropriate Lenders), request a one364-year day extension of the Revolving Maturity Date applicable to such Borrower then in effect. Within 30 days of delivery of such notice, each appropriate Lender shall notify the Administrative Agent whether or not it consents to such extension (which consent may be given or withheld in such Lender’s sole and absolute discretion). Any Lender not responding within the above time period shall be deemed not to have consented to such extension. The Administrative Agent shall promptly notify the applicable Borrower and the appropriate Lenders of the Lenders’ responses. If any Lender declines, or is deemed to have declined, to consent to such extension, the applicable Borrower may cause any such Lender to be replaced as a Lender pursuant to Section 9.16. The applicable Borrower shall be deemed to have withdrawn any request to extend the Revolving Maturity Date applicable to such Borrower if it delivers or is required to deliver a notice of election to convert the Loans to Term Loans pursuant to Section 2.13(c). (b) The Revolving Maturity Date applicable to a Borrower shall be extended only if the Required all appropriate Lenders committed to lend to such Borrower (calculated excluding any Lender in default in its obligation to fund Loans hereunder and prior to after giving effect to any replacements of Lenders permitted herein) (the “Consenting Lenders”) have consented thereto. If so extended, the Revolving Maturity DateDate applicable to such Borrower, as to the Consenting Lenders, shall be extended to a date 364 days from the same date in the year following the Revolving Maturity Date applicable to such Borrower then in effect, effective as of the Revolving Maturity Date applicable to such Borrower then in effect (such existing Revolving Maturity Date being the “Revolving Extension Effective Date”). The Administrative Agent and the applicable Borrower shall promptly confirm to the Lenders such extension, specifying extension and the date of such confirmation (the “Extension Confirmation Date”), the Revolving Extension Effective Date, and the new Maturity Date (after giving effect to such extension). As a condition precedent to such extension, the applicable Borrower shall deliver to the Administrative Agent a certificate of the such Borrower dated as of the Revolving Extension Confirmation Effective Date (in sufficient copies for each appropriate Lender) signed by a Responsible Officer of the such Borrower (i) certifying and attaching the resolutions adopted by the such Borrower approving or consenting to such extension and (ii) certifying that, (A) before and after giving effect to such extension, (A) the representations and warranties of such Borrower contained in Article III made by it V and the other Loan Documents are true and correct on and as of the Revolving Extension Confirmation Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.13, the representations and warranties contained in subsections (a) and (b) of Section 5.4 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.1, and (B) before and after giving effect no Default with respect to such extension no Default exists or will exist as of the Extension Confirmation Date, and (C) since December 31, 2004, no event, development or circumstance that has had or could reasonably be expected to have a Material Adverse Effect has occurredBorrower exists. The applicable Borrower shall prepay any Committed Loans outstanding on the Revolving Extension Effective Date (and pay any additional amounts required pursuant to Section 2.133.5) to the extent necessary to keep outstanding Committed Loans ratable with any revised and new Applicable Percentages Pro Rata Shares of all the Lenders Lenders. (c) Not later than 30 days prior to the Revolving Maturity Date applicable to a Borrower, such Borrower may, upon notice to the Administrative Agent (which shall promptly notify the appropriate Lenders), elect to convert the Loans made to such Borrower into term Loans payable on the date (the “Term Maturity Date”) one year from the Revolving Maturity Date applicable to such Borrower. Concurrently with delivering any Request for Loans relating to Eurodollar Rate Loans with an Interest Period ending after the Revolving Maturity Date applicable to such Borrower such Borrower shall deliver a notice to the Administrative Agent that it elects to convert the Loans into term Loans in accordance with the preceding sentence. If a Borrower so elects to convert the Loans made to it to term Loans, subject to the satisfaction of the conditions precedent contained in this Section 2.13(c), the Maturity Date applicable to such Borrower shall automatically be extended to the Term Maturity Date effective as of the Revolving Maturity Date applicable to such Borrower then in effect (such existing Revolving Maturity Date being the “Term Extension Effective Date”), and, on and after the Term Extension Effective Date, the Loans made to such Borrower shall be term Loans that (a) may not be reborrowed once repaid, (b) in the case of loans denominated in US Dollars, may be converted from Base Rate Loans to Eurodollar Rate Loans and from Eurodollar Rate Loans to Base Rate Loans and, in the case of Loans denominated in Canadian Dollars, may be continued as Canadian Prime Rate Loans, Bankers’ Acceptances, Drafts or BA Equivalent Notes as provided therein, and (c) are payable in full on the Term Maturity Date applicable to such Borrower. The Administrative Agent and the applicable Borrower shall promptly confirm to the appropriate Lenders such extension and the Term Extension Effective Date. As conditions precedent to such extension, (i) the applicable Borrower shall deliver to the Administrative Agent a certificate of such Borrower dated as of the Term Extension Effective Date (in sufficient copies for each appropriate Lender) signed by a Responsible Officer of such Borrower certifying that no Default applicable to such Borrower exists, and (ii) as of the Term Extension Effective Date, any outstanding Money Market Loans made to such Borrower shall have been prepaid, to the extent permitted by Section 2.4(a), or repaid in accordance with this Agreement, and if such prepayment or repayment is to be made in whole or in part from Committed Loans, such Committed Loans shall have been made at least one Business Day prior to the Term Extension Effective Date.” (d) This Section shall supersede any provisions in Section 2.12 or Section 9.1 to the contrary.

Extension of Maturity Date. Not less than forty-five (45) days prior to the original Maturity Date, Borrower may request in writing that Administrative Agent extend the Maturity Date (if not previously terminated) to March 29, 2016 (the end of such period being the “Extended Maturity Date”). Each Lender agrees that the Maturity Date of the Loans shall be extended following such a request from Borrower subject to satisfaction of the following terms and conditions: (a) Not earlier than 90 days prior to, nor later than 30 days prior to, each anniversary no Default or Event of May 31, 2006, Default shall have occurred and be continuing on not more than two occasions, the Borrower may, upon notice to the Administrative Agent (which shall promptly notify the Lenders), request a one-year extension of the Maturity Date then in effect. Within 30 days of delivery date of such notice, each Lender shall notify the Administrative Agent whether or not it consents to such extension (which consent may be given or withheld in such Lender’s sole and absolute discretion). Any Lender not responding within the above time period shall be deemed not to have consented to such extension. The Administrative Agent shall promptly notify the Borrower and the Lenders of the Lenders’ responses.after giving effect thereto; (b) The Maturity Date the Revolving Credit Exposure shall be extended only if less than the Required Lenders Borrowing Base; (calculated excluding any Lender in default in its obligation to fund Loans hereunder and prior to giving effect to any replacements of Lenders permitted hereinc) the Debt Service Coverage Ratio (d) Borrower shall, on the “Consenting Lenders”) have consented thereto. If so extended, the original Maturity Date, pay to Administrative Agent (for the pro rata benefit of the Lenders based on their respective Applicable Percentage as of such date) an extension fee equal to 0.25% of the Aggregate Commitments; (e) Borrower shall deliver to Administrative Agent a Solvency Certificate executed on behalf of Borrower and each of the Subsidiary Guarantors (with respect to the Consenting Lenders, shall be extended to the same date in the year following the Maturity Date then in effect (such existing Maturity Date being the “Extension Effective Date”). The Administrative Agent Solvency of Borrower and the Borrower shall promptly confirm to the Lenders such extension, specifying the date of such confirmation (the “Extension Confirmation Date”), the Extension Effective Date, each Subsidiary Guarantor both before and the new Maturity Date (after giving effect to such extension). As a condition precedent to such extension, the Borrower shall deliver to the Administrative Agent ) and a certificate of the Borrower and each Subsidiary Guarantor dated as of the Extension Confirmation original Maturity Date (in sufficient copies for each Lender) signed by a Responsible Officer of the Borrower (iA) certifying and attaching the resolutions adopted by the Borrower such Person approving or consenting to such extension and updated financial projects for Borrower and the REIT through the Extended Maturity Date and (iiB) certifying that, (A) before and after giving effect to such extension, (1) the representations and warranties contained in Article III made by it this Agreement and the other Loan Documents are true and correct in all material respects on and as of the Extension Confirmation original Maturity Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and (B2) before no Default or Event of Default exists; (f) Borrower and each of the Subsidiary Guarantors shall deliver to Administrative Agent such reaffirmations of their respective obligations under the Loan Documents (after giving effect to the extension), and acknowledgments and certifications that they have no claims, offsets or defenses with respect to the payment or performance of any of the Obligations, including, without limitation, (A) reaffirmations of each Pledge after giving effect to such extension no Default exists or will exist as of the Extension Confirmation Dateextension, and (CB) since December 31reaffirmations of each of the Subsidiary Guaranties, 2004, no event, development or circumstance that has had or could reasonably all of which shall be expected in form and substance satisfactory to have a Material Adverse Effect has occurred. The Administrative Agent; and (g) Borrower shall prepay have paid any Loans outstanding on costs or expenses incurred by Administrative Agent with respect to such extension and the Extension Effective Date (and pay any additional amounts required pursuant documents to Section 2.13) to the extent necessary to keep outstanding Loans ratable with any revised and new Applicable Percentages of all the Lenders effective as of the Extension Effective Datebe delivered in connection therewith.”

Extension of Maturity Date. (a) Not earlier than 90 60 days prior to, nor later than 30 days prior to, each the first anniversary of May 31, 2006, and on not more than two occasionsthe Closing Date, the Borrower may, upon notice to the Administrative Agent (which who shall promptly notify the Lenders), request a one-one year extension of the Maturity Date then in effectDate. Within 30 15 days of delivery of such notice, each Lender shall notify the Administrative Agent whether or not it consents to such extension (which consent may be given or withheld in such Lender’s sole and absolute discretion). Any Lender not responding within the above time period shall be deemed not to have consented to such extension. The Administrative Agent shall promptly notify the Borrower and the Lenders of the Lenders’ responses. If any Lender declines, or is deemed to have declined, to consent to such extension, the Borrower may cause any such Lender to be removed or replaced as a Lender pursuant to Section 10.16. (b) The Maturity Date shall be extended only if Lenders holding more than 66 2/3% of the Required Lenders Commitments (calculated excluding any Lender in default in its obligation to fund Loans hereunder and prior to giving effect to any removals and/or replacements of Lenders permitted herein) (the “Consenting Lenders”) have consented thereto, with respect only to Consenting Lenders and any Replacement Lenders. If so extended, the Maturity Date, as to the Consenting Lenders, shall be extended to the same date in the following year following the Maturity Date then in effect (such existing Maturity Date being the “Extension Effective Date”)) but the pre-existing Maturity Date shall remain in effect with respect to any Lender that is not a Consenting Lender and is not replaced. The Administrative Agent and the Borrower shall promptly confirm to the Lenders such extension, specifying the date of such confirmation (the “Extension Confirmation Date”), extension and the Extension Effective Date, and the new Maturity Date (after giving effect to such extension). As a condition precedent to such extension, the Borrower shall deliver to the Administrative Agent a certificate of the Borrower each Loan Party dated as of the Extension Confirmation Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of the Borrower each such Loan Party (i) certifying and attaching the resolutions adopted by the Borrower such Loan Party approving or consenting to such extension extension, or if the Borrower’s resolutions delivered pursuant to Section 4.01(a)(iii) provided for such extension, certifying that such resolutions of the applicable Loan Party have not been amended, modified or rescinded and remain in full force and effect and, (ii) in the case of the Borrower, certifying that, (A) before and after giving effect to such extension, the representations and warranties contained in Article III made by it V are true and correct on and as of the Extension Confirmation Effective Date, except to the extent that such representations and warranties specifically refer to an earlier a different date, in which case they shall be true and correct as of such date, and (B) before and after giving effect to such extension no Default exists or will exist as Event of the Extension Confirmation DateDefault exists. The Administrative Agent shall distribute an amended Schedule 2.01 (which shall be deemed incorporated into this Agreement), to reflect any changes in Lenders and (C) since December 31, 2004, no event, development or circumstance that has had or could reasonably be expected to have a Material Adverse Effect has occurredtheir Commitment amounts. The Borrower shall (i) on the existing Maturity Date, prior to or contemporaneous with giving effect to any extension, pay amounts due, in full, to any Lender which is not a Consenting Lender and is not replaced as a Lender pursuant to Section 10.16, and (ii) prepay any Loans outstanding on the Extension Effective Date which were made to it (and pay any additional amounts required pursuant to Section 2.133.05) to the extent necessary to keep outstanding Loans ratable with any revised and new Applicable Percentages the Pro Rata Shares of all the Lenders effective as of the Extension Effective DateLenders.”

Extension of Maturity Date. (a) Not earlier than 90 60 days prior to, nor later than 30 days prior to, each anniversary of May 31, 2006, and on not more than two occasionsthe Maturity Date, the Borrower may, upon notice to the Administrative Agent (which who shall promptly notify the Lenders), request a one364-year day extension of the Maturity Date then in effectDate. Within 30 15 days of delivery of such notice, each Lender shall notify the Administrative Agent whether or not it consents to such extension (which consent may be given or withheld in such Lender’s 's sole and absolute discretion). Any Lender not responding within the above time period shall be deemed not to have consented to such extension. The Administrative Agent shall promptly notify the Borrower and the Lenders of the Lenders’ ' responses. (b) . If any Lender declines, or is deemed to have declined, to consent to such extension, the Borrower may cause any such Lender to be removed or replaced as a Lender pursuant to Section 10.16. The Maturity Date shall be extended only if Lenders holding at least 66-2/3% of the Required Lenders Aggregate Revolving Commitments (calculated excluding any Lender in default in its obligation to fund Loans hereunder and prior to giving effect to any removals or replacements of Lenders permitted herein) and all Lenders (after giving effect to any removals or replacements of Lenders permitted herein) (the “"Consenting Lenders”") have consented thereto. If so extended, the Maturity Date, as to the Consenting Lenders, shall be extended to a date 364 days from the same date in existing Maturity Date, effective as of the year following 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, specifying the date of such confirmation (the “Extension Confirmation Date”), extension and the Extension Effective Date, and the new Maturity Date (after giving effect to such extension). As a condition precedent to such extension, the Borrower shall deliver to the Administrative Agent a certificate of the Borrower and each Guarantor dated as of the Extension Confirmation Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of the Borrower such Loan Party (i) certifying and attaching the resolutions adopted by the Borrower such Loan Party approving or consenting to such extension and and, (ii) in the case of the Borrower, certifying that, (A) before and after giving effect to such extension, (x) the representations and warranties contained in Article III made by it V are true and correct on and as of the Extension Confirmation 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 as of such earlier date and (By) before and after giving effect to such extension no Default exists or will exist as Event of the Extension Confirmation DateDefault is in existence. The Administrative Agent shall distribute an amended Schedule 2.01, which shall be deemed incorporated into this Agreement, to reflect any changes in Lenders and (C) since December 31, 2004, no event, development or circumstance that has had or could reasonably be expected to have a Material Adverse Effect has occurredtheir Commitment amounts. The Borrower shall prepay any Loans outstanding on the Extension Effective Date (and pay any additional amounts required pursuant to Section 2.133.05) to the extent necessary to keep outstanding Loans ratable with any revised and new Applicable Percentages the Pro Rata Shares of all the Lenders effective as of Lenders. This Section 2.03 shall supersede any provisions in Section 10.01 to the Extension Effective Datecontrary.”

Extension of Maturity Date. (a) Not earlier than 90 60 days prior to, nor later than 30 45 days prior to, each the first and second anniversary of May 31, 2006, and on not more than two occasionsthe Closing Date, the Borrower may, upon notice to the Administrative Agent (which shall promptly notify the Lenders), request a one364-year day extension of the Stated Maturity Date then in effect. Within 30 days of delivery of such notice, each Lender shall notify the Administrative Agent whether or not it consents to such extension (which consent may be given or withheld in such Lender’s 's sole and absolute discretion). Any Lender not responding within the above time period shall be deemed not to have consented to such extension. The Administrative Agent shall promptly notify the Borrower and the Lenders of the Lenders’ ' responses. If any Lender declines, or is deemed to have declined, to consent to such extension, the Borrower may cause any such Lender to be replaced as a Lender pursuant to Section 10.16. (b) The Stated Maturity Date shall be extended only if Lenders holding at least 66-2/3% of the Required Lenders Aggregate Commitments (calculated excluding any Lender in default in its obligation to fund Loans hereunder and prior to giving effect to any replacements of Lenders permitted herein) (the “"Consenting Lenders”") have consented thereto. If so extended, the Maturity Date, as to the Consenting Lenders, shall be extended to a date 364 days from the same date Stated Maturity Date then in effect, effective as of the year following the Stated Maturity Date then in effect (such existing Stated Maturity Date being the “"Extension Effective Date”"). The Administrative Agent and the Borrower shall promptly confirm to the Lenders such extension, specifying the date of such confirmation (the “Extension Confirmation Date”), extension and the Extension Effective Date, and the new Maturity Date (after giving effect to such extension). As a condition precedent to such extension, the Borrower shall deliver to the Administrative Agent a certificate of the Borrower dated as of the Extension Confirmation Effective Date (in sufficient copies for each Lender) 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 extension, (ii) certifying that the terms of any outstanding Permitted Preferred Trust Securities and Permitted Subordinated Trust Indebtedness are in compliance with the requirement set forth in the definitions of "Permitted Preferred Trust Securities" and "Permitted Subordinated Trust Indebtedness" herein contained, (iii) certifying that the terms of any Permitted Affiliate Subordinated Indebtedness are in compliance with the requirements set forth in the definition of "Permitted Affiliate Subordinated Indebtedness" herein contained, and (iv) certifying that, (A) before and after giving effect to such extension, (A) the representations and warranties contained in Article III made by it V and the other Loan Documents are true and correct in all material respects on and as of the Extension Confirmation Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.12, the representations and warranties contained in subsections (a) and (b) of Section 5.13 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) before and after giving effect to such extension no Default exists or will exist as Event of the Extension Confirmation Date, and (C) since December 31, 2004, no event, development or circumstance that has had or could reasonably be expected to have a Material Adverse Effect has occurredDefault exists. The Borrower shall prepay any Loans outstanding on the Extension Effective Date (and pay any additional amounts required pursuant to Section 2.133.05) to the extent necessary to repay Loans of Lenders who have not consented to the extension and to keep outstanding Loans ratable with any revised and new Applicable Percentages Pro Rata Shares of all the Lenders effective as of the Extension Effective Date. Prior to the Extension Effective Date, the Borrower may withdraw its election pursuant to this Section 2.12, and if the Borrower makes such withdrawal, the Extension Effective Date will not occur; and in such case the Borrower may exercise the Term-Out option set forth in Section 2.13, subject to compliance with the time periods and other requirements set forth therein.” (c) This Section shall supersede any provisions in Section 2.11 or 10.01 to the contrary.

Extension of Maturity Date. (a) Not earlier than 90 days prior to, nor later than 30 days prior to, each anniversary of May 31, 2006, and on not more than two occasionsthe Maturity Date, the Borrower may, upon written notice to the Administrative Agent (which shall promptly notify the Lenders), request a one-year single extension of the Maturity Date then in effectby an additional 364 days. Within Prior to the earlier of (i) 30 days of after delivery of such noticenotice by the Administrative Agent to the Lenders and (ii) three Business Days prior to the Maturity Date, each Lender shall notify the Administrative Agent whether or not it consents to such extension (which consent may be given or withheld in such Lender’s 's sole and absolute discretion). Any Lender not responding within the above time period shall be deemed not to have consented to such extension. The Administrative Agent shall promptly notify the Borrower and the Lenders of the Lenders’ responses' responses to such request. (b) The Maturity Date shall be extended only if the Required Lenders (calculated excluding any Lender in default in its obligation to fund Loans hereunder and prior to after giving effect to any replacements of Non-Extending Lenders permitted herein) (the “Consenting Lenders”pursuant to Section 4.03(b)) have consented thereto. If so extended, whereupon the Maturity Date, as to the Consenting Lenders, Date shall be extended to the same date in the year following which is 364 days after the Maturity Date then in effect prior to such extension (such existing Maturity Date being Date, the “"Extension Effective Date”"). The Administrative Agent and the Borrower shall promptly confirm to notify the Lenders of such extension, specifying the date of such confirmation (the “Extension Confirmation Date”), the Extension Effective Date, Date and the new Maturity Date (after giving effect to such extension)Date. As a condition precedent to such extension, the Borrower each Obligor shall deliver to the Administrative Agent a certificate of the Borrower such Obligor dated as of the Extension Confirmation Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of the Borrower such Obligor (i) certifying and attaching the resolutions adopted by the Borrower such Obligor approving or consenting to such extension and (ii) certifying that, that (A) before and after giving effect to such extension, the representations and warranties contained in Article III VI and in the other Loan Documents made by it are true and correct on and as of the Extension Confirmation Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, (B) as of the Extension Effective Date, both before and immediately after giving effect to such extension extension, no Default exists or will exist as Event of the Extension Confirmation DateDefault has occurred and is continuing, and (C) as of the Extension Effective Date, there has been no material adverse change, since December 31the date of the most recent Annual Report on Form 10-K furnished or deemed furnished to the Administrative Agent pursuant to Section 7.01(b), 2004in the financial condition, no eventbusiness or operations of WIL-Switzerland and its Subsidiaries, development or circumstance taken as a whole. (c) Notwithstanding any extension of the Maturity Date pursuant to this Section 2.18, each Non-Extending Lender that has had or could reasonably not been replaced by another Lender pursuant to Section 4.03 prior to the applicable Extension Effective Date shall continue to be expected subject to have a Material Adverse Effect has occurredthe Maturity Date in effect prior to giving effect to such extension (the "Existing Maturity Date"), and references herein to the "Maturity Date", as to such Non-Extending Lender, shall be deemed to refer to the Existing Maturity Date. The On the Existing Maturity Date, the Borrower shall (i) prepay any Loans outstanding on the Extension Effective Date such date (and pay any additional amounts required pursuant to Section 2.13) to the extent necessary to keep outstanding Loans ratable with any revised and new Applicable Percentages of all the respective Lenders effective as of such date and (ii) pay all other obligations accrued or owing hereunder to each Non-Extending Lender as of the Extension Effective Existing Maturity Date.”

Extension of Maturity Date. (a) Not earlier than 90 days prior to, nor later than 30 days prior to, Upon written notice by the Borrowers to the Lender given at any time before September 8 in each anniversary of May 31, 2006, and on not more than two occasionsyear, the Borrower may, upon notice to Borrowers may request in writing that the Administrative Agent (which shall promptly notify Lender extend the Lenders), request a one-year extension then scheduled Maturity Date of the Maturity Date then in effect. Within 30 days of delivery of such notice, each Lender shall notify the Administrative Agent whether or not it consents to such extension (which consent may be given or withheld in such Lender’s sole and absolute discretion). Any Lender not responding within the above time period shall be deemed not to have consented to such extension. The Administrative Agent shall promptly notify the Borrower and the Lenders of the Lenders’ responses. (b) The Maturity Date shall be extended only if the Required Lenders (calculated excluding any Lender in default in its obligation to fund Loans hereunder and prior to giving effect to any replacements of Lenders permitted herein) Facility by one year (the “Consenting Lenders”) have consented thereto. If so extended, the Maturity Date, extended maturity date referred to as to the Consenting Lenders, shall be extended to the same date in the year following the Maturity Date then in effect (such existing Maturity Date being the “Extension Effective Extended Maturity Date”). The Administrative Agent and Lender (acting in its sole discretion) shall advise the Borrower Borrowers in writing as to whether it agrees to extend the maturity date of the Facility in accordance with any such request within thirty days following receipt of such written notice, provided that in the event the Lender does not so advise the Lender within such thirty day period, the Lender shall promptly confirm be deemed to have advised the Lenders Borrowers that it is not prepared to extend the maturity date. Any such extension, specifying if consented to by the Lender, is subject to the satisfaction of the following conditions: (a) the Borrowers paying to the Lender on the then Scheduled Maturity Date or the then existing Extended Maturity Date, as applicable, an extension fee in an amount set forth for such purpose in the Additional Terms Agreement (or such other fee as the Lender may require in respect of any extension of the maturity date requested hereunder after the first extension of the maturity date), and (b) no Default or Event of Default existing and all of the representations and warranties set out in Article 3 of this Agreement being true and correct as of the date of such confirmation (extension request as if made on such date except for transactions that were entered into in compliance with this Agreement and changes thereto that were approved in writing by the “Extension Confirmation Lender, and such written extension request contains a statement to this effect. In the event the Lender elects at any time not to extend the Maturity Date”), the Extension Effective Date, and the new Maturity Date (after giving effect Borrowers shall have no further right to such extension). As a condition precedent to such extension, the Borrower shall deliver to the Administrative Agent a certificate request an extension of the Borrower dated as of the Extension Confirmation Date (in sufficient copies for each Lender) 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, (A) before and after giving effect to such extension, the representations and warranties contained in Article III made by it are true and correct on and as of the Extension Confirmation Date, except to the extent that such representations and warranties specifically refer to an earlier date, (B) before and after giving effect to such extension no Default exists or will exist as of the Extension Confirmation Date, and (C) since December 31, 2004, no event, development or circumstance that has had or could reasonably be expected to have a Material Adverse Effect has occurred. The Borrower shall prepay any Loans outstanding on the Extension Effective Date (and pay any additional amounts required pursuant to Section 2.13) to the extent necessary to keep outstanding Loans ratable with any revised and new Applicable Percentages of all the Lenders effective as of the Extension Effective Maturity Date.”

Extension of Maturity Date. (a) Not earlier than 90 days prior to, nor later than 30 days prior to, each anniversary of May 31the date hereof, 2006beginning with the first anniversary of the date hereof, and on not more than two occasions, the Borrower Borrowers may, upon written notice to the Administrative Agent (which shall promptly notify the Lenders), request a one-year extension of the Maturity Date then in effect. Within Prior to the earlier of (i) 30 days of after delivery of such noticenotice by the Administrative Agent to the Lenders and (ii) three Business Days prior to the then existing Maturity Date, each Lender shall notify the Administrative Agent whether or not it consents to such extension (which consent may be given or withheld in such Lender’s sole and absolute discretion). Any Lender not responding within the above time period shall be deemed not to have consented to such extension. The Administrative Agent shall promptly notify the Borrower Borrowers and the Lenders of the Lenders’ responsesresponses to such request. (b) The Maturity Date shall be extended only if the Required Lenders (calculated excluding any Lender in default in its obligation to fund Loans hereunder and prior to after giving effect to any replacements of Non-Extending Lenders permitted herein) (the “Consenting Lenders”pursuant to Section 4.03(b)) have consented thereto. If so extended, whereupon the Maturity Date, as to the Consenting Lenders, Date shall be extended to the same date in the which is one year following after the Maturity Date then in effect prior to such extension (such existing Maturity Date being Date, the “Extension Effective Date”). The Administrative Agent and the Borrower shall promptly confirm to notify the Lenders of such extension, specifying the date of such confirmation (the “Extension Confirmation Date”), the Extension Effective Date, Date and the new Maturity Date (after giving effect to such extension)Date. As a condition precedent to such extension, the Borrower each Obligor shall deliver to the Administrative Agent a certificate of the Borrower such Obligor dated as of the Extension Confirmation Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of the Borrower such Obligor (i) certifying and attaching the resolutions adopted by the Borrower such Obligor approving or consenting to such extension and (ii) certifying that, that (A) before and after giving effect to such extension, the representations and warranties contained in Article III VI and in the other Loan Documents made by it are true and correct on and as of the Extension Confirmation Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, (B) as of the Extension Effective Date, both before and immediately after giving effect to such extension extension, no Default exists or will exist as Event of the Extension Confirmation DateDefault has occurred and is continuing, and (C) as of the Extension Effective Date, there has been no material adverse change, since December 31the date of the most recent Annual Report on Form 10-K furnished or deemed furnished to the Administrative Agent pursuant to Section 7.01(b), 2004in the financial condition, no eventbusiness or operations of WIL-Switzerland and its Subsidiaries, development or circumstance taken as a whole. (c) Notwithstanding any extension of the Maturity Date pursuant to this Section 2.18, each Non-Extending Lender that has had or could reasonably not been replaced by another Lender pursuant to Section 4.03 prior to the applicable Extension Effective Date shall continue to be expected subject to have a Material Adverse Effect has occurredthe Maturity Date in effect prior to giving effect to such extension (the “Existing Maturity Date”), and references herein to the “Maturity Date”, as to such Non-Extending Lender, shall be deemed to refer to the Existing Maturity Date. The Borrower On the Existing Maturity Date, the Borrowers shall (i) prepay any Loans outstanding on the Extension Effective Date such date (and pay any additional amounts required pursuant to Section 2.13) to the extent necessary to keep outstanding Loans ratable with any revised and new Applicable Percentages of all the respective Lenders effective as of such date and (ii) pay all other obligations accrued or owing hereunder to each Non-Extending Lender as of the Extension Effective Existing Maturity Date.”

Extension of Maturity Date. (a) Not earlier than 90 days prior to, nor later than 30 days prior to, On each anniversary of May 31, 2006, and on not more than two occasionsthis Agreement, the Borrower may, upon notice to the Administrative Agent (which shall promptly notify the Lenders), request a successive one-year extension of the Maturity Date then in effectDate. Within 30 days of delivery of such notice, each Lender shall notify the Administrative Agent whether or not it consents to such extension (which consent may be given or withheld in such Lender’s sole and absolute discretion). Any Lender not responding within the above time period shall be deemed not to have consented to such extension. The Administrative Agent shall promptly notify the Borrower and the Lenders of the Lenders’ responses. (b) The Maturity Date shall be extended only if all of the Required Lenders (calculated excluding any Lender in default in its obligation to fund Loans hereunder and prior to giving effect to any replacements of Lenders permitted herein) (the “Consenting Lenders”) have consented thereto. If so extended, the Maturity Date, as to the Consenting Lenders, Date shall be extended to the same date in the year 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, specifying the date of such confirmation (the “Extension Confirmation Date”), extension and the Extension Effective Date, and the new Maturity Date (after giving effect to such extension). As a condition precedent to such extension, the Borrower shall deliver to the Administrative Agent a certificate of the Borrower dated as of the Extension Confirmation Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of the Borrower (i) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such extension or confirming that those previously delivered pursuant to Section 6.01 remain in full force and effect and have not been amended or rescinded, as the case may be, and (ii) certifying that, (A) before and after giving effect to such extension, the representations and warranties contained in Article III VII made by it are true and correct on and as of the Extension Confirmation Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, (B) before and after giving effect to such extension no Event of Default exists or will exist as of the Extension Confirmation Dateexist, and (C) since (1) the most immediately preceding December 3131 and (2) prior to the date thirty (30) days preceding such Extension Effectiveness Date, 2004whichever shall later occur, no there has not occurred an event, development or circumstance that has had or could would reasonably be expected to have have, a Material Adverse Effect has occurred. The Borrower shall prepay any Loans outstanding on the Extension Effective Date (and pay any additional amounts required pursuant to Section 2.13) to the extent necessary to keep outstanding Loans ratable with any revised and new Applicable Percentages consolidated financial position or consolidated results of all the Lenders effective as operations of the Extension Effective DateBorrower and its Subsidiaries taken as a whole.”

Extension of Maturity Date. Borrower may, by written notice to Lender given no later than July 31, 2021, extend the Maturity Date for a one year period commencing on the then applicable Maturity Date and ending on fifth anniversary of the Closing Date, provided that concurrently with such written notice Borrower shall deliver to Lender Warrants representing the right to acquire 1% of the Diluted Common Equity of Parent. If Borrower extends the Maturity Date pursuant to the immediately preceding sentence, Borrower may, by written notice to Lender given no later than July 31, 2022, extend the then applicable Maturity Date for an additional one year period commencing on the then applicable Maturity Date and ending on the sixth anniversary of the Closing Date, provided that concurrently with such written notice Borrower shall deliver to Lender Warrants representing the right to acquire 1.5% of the Diluted Common Equity of Parent. In no event shall the Maturity Date be extended beyond the sixth anniversary of the Closing Date. In addition to the issuance of the warrants described above, the right of the Borrower to make any extension under this Section 2.3, is subject to satisfaction of the following conditions on the date of notice of extension from the Borrower and on effective date of such extension: (a) Not earlier than 90 days prior to, nor later than 30 days prior to, each anniversary the representations and warranties of May 31, 2006, Borrower or any other Loan Party set forth in this Agreement and on not more than two occasions, the Borrower may, upon notice other Loan Documents shall be true and correct in all material respects with the same effect as if then made (except to the Administrative Agent (extent stated to relate to a specific earlier date, in which case such representations and warranties shall promptly notify the Lenders), request a one-year extension of the Maturity Date then be true and correct in effect. Within 30 days of delivery all material respects as of such notice, each Lender shall notify the Administrative Agent whether or not it consents to such extension (which consent may be given or withheld in such Lender’s sole and absolute discretionearlier date). Any Lender not responding within the above time period shall be deemed not to have consented to such extension. The Administrative Agent shall promptly notify the Borrower and the Lenders of the Lenders’ responses.; and (b) The Maturity Date no Event of Default or Default shall have then occurred and be extended only if continuing.” b. Section 7.14.4 of the Required Lenders (calculated excluding any Lender in default Credit Agreement is hereby amended in its obligation entirety to fund Loans hereunder and prior to giving effect to any replacements of Lenders permitted herein) (the “Consenting Lenders”) have consented thereto. If so extended, the Maturity Date, provide as to the Consenting Lenders, shall be extended to the same date in the year following 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, specifying the date of such confirmation (the “Extension Confirmation Date”), the Extension Effective Date, and the new Maturity Date (after giving effect to such extension). As a condition precedent to such extension, the Borrower shall deliver to the Administrative Agent a certificate of the Borrower dated as of the Extension Confirmation Date (in sufficient copies for each Lender) 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, (A) before and after giving effect to such extension, the representations and warranties contained in Article III made by it are true and correct on and as of the Extension Confirmation Date, except to the extent that such representations and warranties specifically refer to an earlier date, (B) before and after giving effect to such extension no Default exists or will exist as of the Extension Confirmation Date, and (C) since December 31, 2004, no event, development or circumstance that has had or could reasonably be expected to have a Material Adverse Effect has occurred. The Borrower shall prepay any Loans outstanding on the Extension Effective Date (and pay any additional amounts required pursuant to Section 2.13) to the extent necessary to keep outstanding Loans ratable with any revised and new Applicable Percentages of all the Lenders effective as of the Extension Effective Date.”follows:

Extension of Maturity Date. (a) Not earlier than 90 60 days prior to, nor later than 30 days prior to, each the first anniversary of May 31, 2006, and on not more than two occasionsthe Closing Date, the Borrower Borrowers may, upon notice to the Administrative Agent (which shall promptly notify the appropriate Lenders), request a one-one year extension of the Revolving Maturity Date then in effect. Within Not earlier than 60 days prior to, nor later than 30 days prior to, the second anniversary of delivery the Closing Date, the Borrowers may, upon notice to the Administrative Agent (which shall promptly notify the appropriate Lenders), request a one year extension of the Revolving Maturity Date then in effect. No earlier than 30 days prior to, nor later than 20 days prior to such noticeanniversary of the Closing Date, each appropriate Lender shall NYDOCS03/828371 notify the Administrative Agent whether or not it consents to such extension (which consent may be given or withheld in such Lender’s sole and absolute discretion). Any Lender not responding within the above time period shall be deemed not to have consented to such extension. The No later than 15 days prior to such anniversary, the Administrative Agent shall promptly notify the applicable Borrower and the appropriate Lenders of the Lenders’ responses. (b) The Revolving Maturity Date applicable to the Borrowers shall be extended only if the Required Lenders holding at least 51% of all outstanding commitments (calculated excluding any Lender in default in its obligation to fund Loans hereunder and prior to after giving effect to any replacements of Lenders permitted herein) (the “Consenting Lenders”) have consented thereto. If so extended, the Revolving Maturity DateDate applicable to the Borrowers, as to the Consenting Lenders, shall be extended to a date one year from the same date in the year following the Revolving Maturity Date then in effect effect, effective as of such existing Revolving Maturity Date (such existing Revolving Maturity Date being the “Revolving Extension Effective Date”). The Administrative Agent and the Borrower Borrowers shall promptly confirm to the Lenders such extension, specifying extension and the date of such confirmation (the “Extension Confirmation Date”), the Revolving Extension Effective Date, and the new Maturity Date (after giving effect to such extension). As a condition precedent to such extension, the each Borrower shall deliver to the Administrative Agent a certificate of the such Borrower dated as of the Revolving Extension Confirmation Effective Date (in sufficient copies for each appropriate Lender) signed by a Responsible Officer of the such Borrower (i) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such extension and (ii) certifying that, (A) before and after giving effect to such extension, (A) the representations and warranties of such Borrower contained in Article III made by it V and the other Loan Documents are true and correct on and as of the Revolving Extension Confirmation Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.13, the representations and warranties contained in subsections (a) and (b) of Section 5.4 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.1, and (B) before and after giving effect no Default with respect to such extension no Default exists Borrower exists. (c) If any Lender declines, or will exist as of the Extension Confirmation Date, and (C) since December 31, 2004, no event, development or circumstance that has had or could reasonably be expected is deemed to have a Material Adverse Effect has occurred. The Borrower shall prepay any Loans outstanding declined, to consent to such extension, such Lender’s Commitment will be terminated on the Extension Effective Date (and pay any additional amounts required pursuant to Section 2.13) to the extent necessary to keep outstanding Loans ratable with any revised and new Applicable Percentages of all the Lenders effective as of the Revolving Extension Effective Date. Upon the Revolving Extension Effective Date, the Borrowers may accept commitments from third party financial institutions acceptable to the Administrative Agent and the swingline participants in an amount equal to the amount of the Commitment of any such declining Lender, provided that the Consenting Lenders shall have the right to increase their commitments up to the amount of such declining Lender's Commitment before the Borrowers shall be permitted to substitute any other financial institutions for such declining Lender.” (d) This Section shall supersede any provisions in Section 2.12 or Section 9.1 to the contrary.

Extension of Maturity Date. (a) Not earlier than 90 days prior to, nor later than 30 days prior to, each anniversary of May 31, 2006, and on not The Borrower may from time to time request that the Maturity Date be extended for one or more than two occasions, the Borrower may, upon notice additional periods by delivering a written request therefor to the Administrative Agent (which shall promptly notify not earlier than 150 days, but not less than 90 days, prior to the Lenders), request a one-year extension of the then applicable Maturity Date then in effect(each an “Extension Request”). Within 30 days Promptly after receipt of delivery of such noticeeach Extension Request, each Lender shall notify the Administrative Agent whether or not it consents to such extension (which consent may be given or withheld in such Lender’s sole and absolute discretion). Any shall notify each Lender not responding within the above time period shall be deemed not to have consented to such extension. The Administrative Agent shall promptly notify the Borrower and the Lenders of the Lenders’ responsesterms thereof. (b) The Maturity Date shall be extended only if Each Lender will endeavor to respond to each Extension Request on or before the Required Lenders 20th Business Day following its receipt of notice thereof (calculated excluding any Lender in default in its obligation such 20th Business Day being hereinafter sometimes referred to fund Loans hereunder and prior to giving effect to any replacements of Lenders permitted herein) (as the “Consenting Lenders”) have consented thereto. If so extended, the Maturity Date, as to the Consenting Lenders, shall be extended to the same date in the year following 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, specifying the date of such confirmation (the “Extension Confirmation Consent Expiration Date”), the Extension Effective Date, and the new Maturity Date (after giving effect to such extension). As a condition precedent to such extension, the Borrower shall deliver to the Administrative Agent a certificate of the Borrower dated as of the Extension Confirmation Date (in sufficient copies for each Lender) signed by a Responsible Officer of the Borrower provided that (i) certifying no Lender shall be required to consent to any Extension Request (any such consent to be within the sole and attaching the resolutions adopted by the Borrower approving or consenting to absolute discretion of such extension and Lender), (ii) certifying thatif a Lender does not respond to an Extension Request on or prior to the related Consent Expiration Date, (A) before and after giving effect such Lender shall conclusively be deemed to have not consented to such extension, the representations and warranties contained in Article III made by it are true and correct on and as of the Extension Confirmation Date, except to the extent that such representations and warranties specifically refer to an earlier date, (B) before and after giving effect to such extension no Default exists or will exist as of the Extension Confirmation DateRequest, and (Ciii) since December 31, 2004, no event, development the failure of any Lender to respond to an Extension Request shall not create any claim against it or circumstance have the effect of extending the Maturity Date or such Lender’s Commitment beyond the then applicable Maturity Date. (c) In the event that has had or could reasonably be expected to have a Material Adverse Effect has occurred. The Borrower shall prepay at any Loans outstanding on the Extension Effective Date (and pay any additional amounts required pursuant to Section 2.13) time prior to the extent necessary to keep outstanding Loans ratable with any revised Consent Expiration Date, Lenders having unused Commitments and new Applicable Percentages of all the Lenders effective as Credit Exposures representing greater than 66-2/3% of the Extension Effective Date.”sum of

Extension of Maturity Date. In the event that any portion of this Debenture remains outstanding at the original Maturity Date of this Debenture (afor purposes of this Section 2(e) Not earlier than 90 days prior to, nor later than 30 days prior to, each anniversary of May 31, 2006, and on not more than two occasionsonly, the Borrower may, upon notice to the Administrative Agent (which shall promptly notify the Lenders), request a one-year extension of the “Original Maturity Date then in effect. Within 30 days of delivery of such notice, each Lender shall notify the Administrative Agent whether or not it consents to such extension (which consent may be given or withheld in such Lender’s sole and absolute discretion). Any Lender not responding within the above time period shall be deemed not to have consented to such extension. The Administrative Agent shall promptly notify the Borrower and the Lenders of the Lenders’ responses. (b) The Maturity Date shall be extended only if the Required Lenders (calculated excluding any Lender in default in its obligation to fund Loans hereunder and prior to giving effect to any replacements of Lenders permitted herein) (the “Consenting Lenders”) have consented thereto. If so extended, the Maturity Date, as to the Consenting Lenders, shall be extended to the same date in the year following 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, specifying the date of such confirmation (the “Extension Confirmation Date”), the Extension Effective Company, at its sole discretion and with no further action of the Holder, has the right to automatically extend the Maturity Date of this Debenture for an additional three (3) month period such that the Debenture shall be due and payable on September 10, 2023; provided, however, that immediately after the expiration of the Original Maturity Date, all amounts due and payable on the new Debenture shall be increased by the Extension Amount. By way of example, if immediately prior to the Original Maturity Date Date, the amount due and payable to the Holder on the Debenture is an aggregate of $1,000,000 including all accrued but unpaid interest and all other amounts, costs, expenses and liquidated damages due in respect of this Debenture, then immediately following the Original Maturity Date, with no further action by the Company or the Holder, the amount due and payable on this Debenture shall be increased to $1,100,000 (after giving effect for the avoidance of doubt, if immediately thereafter Company then determined to such extensionprepay the Debenture in full, the Holder would be due the Prepayment Amount which would be $1,430,000). As a condition precedent At least ten (10) Business Days prior to such extension, the Borrower Company must file a Current Report on Form 8-K with the Commission and/or issue a press release disclosing its intention to extend the Maturity Date, during which period the Holder shall deliver retain the right to convert this Debenture, including accrued interest due thereon, on the terms set forth herein. Failure to file a Form 8-K and issue a press release on a timely basis shall not preclude the Company from automatically extending the Maturity Date, but if the Company has not paid the outstanding amounts under this Debenture on or prior to the Administrative Agent a certificate expiration of the Borrower dated as Original Maturity Date, notwithstanding the automatic extension of the Extension Confirmation Date (in sufficient copies for each Lender) 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, (A) before and after giving effect to such extension, the representations and warranties contained in Article III made by it are true and correct on and as of the Extension Confirmation Maturity Date, except this Debenture shall be deemed to the extent that such representations and warranties specifically refer to an earlier date, (B) before and after giving effect to such extension no Default exists or will exist as of the Extension Confirmation Date, and (C) since December 31, 2004, no event, development or circumstance that has had or could reasonably be expected to have a Material Adverse Effect has occurred. The Borrower shall prepay any Loans outstanding on the Extension Effective Date (and pay any additional amounts required pursuant to in default under Section 2.13) to the extent necessary to keep outstanding Loans ratable with any revised and new Applicable Percentages of all the Lenders effective as of the Extension Effective Date8 hereof.”

Extension of Maturity Date. (a) Not earlier than 90 60 days prior to, nor later than 30 45 days prior toto July 1, each anniversary of May 312011 and July 1 2012 (each, 2006, and on not more than two occasionsan “Anniversary Date”), the Borrower may, upon notice to the Administrative Agent (which shall promptly notify the Lenders), request a one-year extension of the Maturity Date then in effectDate. Within 30 days of delivery of such notice, each Lender shall notify the Administrative Agent whether or not it consents to such extension (which consent may be given or withheld in such Lender’s sole and absolute discretion). Any Lender not responding within the above time period shall be deemed not to have consented to such extension. The Administrative Agent shall promptly notify the Borrower and the Lenders of the Lenders’ responses. (b) The Maturity Date shall be extended only if the Required one or more Lenders (calculated excluding any Lender in default in its obligation to fund Loans hereunder and prior to giving effect to any replacements of Lenders permitted herein) (the “Consenting Lenders”) have consented thereto. If so extended, the Maturity Date, as to the Consenting Lenders, shall be extended to the same date in the which is one year following after the Maturity Date then in effect effect, effective as of the date the Administrative Agent has received the documents required to be delivered by Section 2.14(c)(iii) (such existing Maturity Date being the “Extension Effective Date”). The Administrative Agent and the Borrower shall promptly confirm to the Lenders such extensionextension and the Extension Effective Date. (c) Notwithstanding the foregoing, specifying the date extension of such confirmation the Maturity Date pursuant to this Section 2.14 shall not be effective with respect to any Lender unless: (the “Extension Confirmation Date”), i) on the Extension Effective Date, no Default shall have occurred and be continuing, and no Default shall occur, as a result of such extension; (ii) on and as of the new Maturity Date (Extension Effective Date, the representations and warranties contained in this Agreement are true and correct both before and after giving effect to such extension). As a condition precedent to such the extension, as though made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); and (iii) the Borrower shall deliver to the Administrative Agent (A) copies of corporate resolutions certified by the Secretary or Assistant Secretary of the Borrower, or such other evidence as may be satisfactory to the Administrative Agent, demonstrating that the Borrower’s incurrence of indebtedness hereunder with a Maturity Date as extended pursuant to this Section 2.14 has been duly authorized by all necessary corporate action and (B) a certificate of the Borrower signed by a Responsible Officer dated as of the Extension Confirmation Effective Date certifying that (in sufficient copies for each Lender) 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, (A1) before and after giving effect to such extension, the representations and warranties contained in Article III V (excluding the representation and warranty set forth in Section 5.06(c) of this Agreement) and the other Loan Documents made by it are true and correct in all material respects on and as of the Extension Confirmation 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 as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections (Ba) and (b) of Section 5.06 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.02, (2) before and after giving effect to such extension no Default exists or will exist as of the Extension Confirmation Dateexist, and (C3) no event has occurred since December 31, 2004, no event, development or circumstance the date of the most recent audited financial statements of the Borrower delivered pursuant to Section 6.02(a) and (b) that has had had, or could reasonably be expected to have have, a Material Adverse Effect has occurred. Effect. (d) If any Lender does not consent to the extension of the Maturity Date as provided in this Section 2.14 (a “Declining Lender”), the Borrower shall have the right to replace such Lender in accordance with Section 10.15. (e) The Borrower shall prepay pay any Loans outstanding on the Extension Effective Maturity Date (prior to giving effect to any extension) as to any non-extending Lenders (and pay any additional amounts required pursuant to Section 2.133.05) to the extent necessary to keep outstanding Loans ratable with any revised and new Applicable Percentages Pro Rata Shares of all the Lenders effective as of extending such Maturity Date (after giving effect to such extension). (f) This Section 2.14 shall supersede any provisions in Section 2.07 or 10.01 to the Extension Effective Datecontrary.”

Extension of Maturity Date. (a) Not earlier than 90 days prior toPursuant to Section 2.12 of the Credit Agreement, nor later than 30 days prior to, each anniversary as of May 31, 2006, and on not more than two occasionsthe Amendment No. 2 Effective Date, the Borrower may, upon notice to notifies the Administrative Agent (which shall promptly notify the Lenders), request a one-year extension of the Maturity Date then in effect. Within 30 days of delivery of such notice, each Lender shall notify the Administrative Agent whether or not it consents its intention to such extension (which consent may be given or withheld in such Lender’s sole and absolute discretion). Any Lender not responding within the above time period shall be deemed not to have consented to such extension. The Administrative Agent shall promptly notify the Borrower and the Lenders of the Lenders’ responses. (b) The Maturity Date shall be extended only if the Required Lenders (calculated excluding any Lender in default in its obligation to fund Loans hereunder and prior to giving effect to any replacements of Lenders permitted herein) exercise an Extension Option (the “Consenting LendersSecond Extension”) have consented thereto. If so extended, to extend the Maturity Date, as to the Consenting Lenders, shall be extended to the same date in the year following the Existing Maturity Date then in effect for a period of 364 days to November 27, 2020, with the Second Extension to become effective on November 29, 2019 (such existing Maturity Date being the “Second Extension Effective Date”). The Administrative Agent This Amendment shall serve as a “Notice of Extension” referenced in Section 2.12(b) of the Credit Agreement, and the Borrower shall promptly confirm agrees that the Notice of Extension pursuant to the Lenders such extension, specifying the date of such confirmation (the “Extension Confirmation Date”), the Extension Effective Date, and the new Maturity Date (after giving effect to such extension). As a condition precedent to such extension, the Borrower shall deliver to the Administrative Agent a certificate of the Borrower dated as of the Extension Confirmation Date (in sufficient copies for each Lender) signed by a Responsible Officer of the Borrower this Amendment (i) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such extension is irrevocable and (ii) certifying that, constitutes a representation by the Borrower that (A) before no Event of Default or Default has occurred and after giving effect to such extension, is continuing and (B) the representations and warranties contained in Article III made V of the Credit Agreement are correct in all material respects (except to the extent that any such representation or warranty is qualified by it are materiality, in which case such representations and warranties shall be true and correct in all respects) on and as of the Extension Confirmation Amendment No. 2 Effective Date, as though made on and as of such date (unless any representation and warranty expressly relates to an earlier date, in which case such representation and warranty shall be correct in all material respects as of such earlier date (except to the extent that any such representation or warranty is qualified by materiality, in which case such representations and warranties specifically refer shall be true and correct in all respects)). (b) The Lenders party hereto as Consenting Lenders and constituting at least the Majority Lenders so consent to the Second Extension to be effective on the Second Extension Effective Date. On the Second Extension Effective Date: (i) the Existing Maturity Date and the Commitments of the Consenting Lenders shall be automatically extended for a period of 364 days to November 27, 2020, while the Existing Maturity Date of the Non-Consenting Lenders shall remain unchanged, and the Commitments of the Non-Consenting Lenders shall terminate on their respective Existing Maturity Date and all Loans of such Non-Consenting Lender shall be fully repaid, all as contemplated by Section 2.12(e) of the Credit Agreement, subject in all respects to the rights of the Borrower under Section 2.12(d) of the Credit Agreement. (c) For the avoidance of doubt, the Second Extension constitutes an earlier date“Extension Option” referenced in Section 2.12 of the Credit Agreement, (B) before and as of the Second Extension Effective Date, after giving effect to such extension the Second Extension, the Borrower may exercise no Default exists or will exist as of the more than one (1) additional Extension Confirmation Date, and (C) since December 31, 2004, no event, development or circumstance that has had or could reasonably be expected to have a Material Adverse Effect has occurred. The Borrower shall prepay any Loans outstanding on the Extension Effective Date (and pay any additional amounts required Option pursuant to Section 2.13) 2.12 of the Credit Agreement. This Amendment constitutes written notice to the extent necessary to keep outstanding Loans ratable with any revised Borrower and new Applicable Percentages all of the Lenders of all consents given pursuant to the Lenders effective as of the Extension Effective DateCredit Agreement with respect to this Second Extension.”

Extension of Maturity Date. (a) Not earlier than 90 days prior toone year after the Closing Date, nor later than 30 sixty (60) days prior to, each anniversary of May 31, 2006, and on not more than two occasionsto the Maturity Date, the Borrower may, upon notice to the Administrative Agent (which shall promptly notify the Lenders), request a one-year extension of the Maturity Date then in effect; provided that not more than two such extensions shall be effected during the term of this Agreement. Within 30 thirty (30) days of delivery to the Lenders of such notice, each Lender shall notify the Administrative Agent whether or not it consents to such extension (which consent may be given or withheld in such Lender’s sole and absolute discretion). Any Lender not responding within the above time period shall be deemed not to have consented to such extension. The Administrative Agent shall promptly notify the Borrower and the Lenders of the Lenders’ responses. (b) The Maturity Date shall be extended only if the Required Lenders (calculated excluding any Lender in default in its obligation to fund Loans hereunder and prior to giving effect to any replacements of Lenders permitted herein) (the “Consenting Extending Lenders”) have consented thereto. If so extended, the Maturity Date, as to the Consenting Extending Lenders, shall be extended to the same date in the which is one year following after the Maturity Date then in effect effect, effective as of the date the Administrative Agent has received the documents required to be delivered by Section 2.17(c)(ii) (such existing Maturity Date being the “Extension Effective Date”). The Administrative Agent and the Borrower shall promptly confirm to the Lenders such extensionextension and the Extension Effective Date. (c) Notwithstanding the foregoing, specifying the date extension of such confirmation the Maturity Date pursuant to this Section shall not be effective with respect to any Lender unless: (the “Extension Confirmation Date”), i) on the Extension Effective Date, no Default shall have occurred and be continuing, and no Default shall occur, as a result of such extension (in each case, unless waived by the new Maturity Date Required Lenders, all Lenders or all affected Lenders, as the case may be); (after giving effect to such extension). As a condition precedent to such extension, ii) the Borrower shall deliver to the Administrative Agent (A) copies of resolutions certified by a Responsible Officer of the Borrower, or such other evidence as may be satisfactory to the Administrative Agent, demonstrating that the Borrower’s incurrence of indebtedness hereunder with a Maturity Date as extended pursuant to this Section has been duly authorized by all necessary corporate action and (B) a certificate signed by a Responsible Officer of the Borrower dated as of the Extension Confirmation Effective Date certifying that (in sufficient copies for each Lender) 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, (A1) before and after giving effect to such extension, the representations and warranties contained in Article III V and the other Loan Documents made by it are true and correct in all material respects (except with respect to representations and warranties which are expressly qualified by materiality, which shall be true and correct in all respects) on and as of the Extension Confirmation Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects (Bexcept with respect to representations and warranties which are expressly qualified by materiality, which shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.17, the representations and warranties contained in subsections (a) and (b) of Section 5.5 shall be deemed to refer to the most recent statements furnished with respect to Borrower and its Subsidiaries pursuant to clauses (a) and (b), respectively, of Section 6.1 and (2) before and after giving effect to such extension no Default exists or will exist (in each case, unless waived by the Required Lenders, all Lenders or all affected Lenders, as of the Extension Confirmation Date, and case may be); (Ciii) since December 31, 2004, no event, development or circumstance that has had or could reasonably be expected to have a Material Adverse Effect has occurred. The the Borrower shall prepay pay any Loans outstanding on the Extension Effective Maturity Date (prior to giving effect to any extension) as to any non-extending Lenders (the “Non-Extending Lenders”) (and pay any additional amounts required pursuant to Section 2.133.5) to the extent necessary to keep outstanding Loans ratable with any revised and new Applicable Percentages of all the Lenders effective as of the Extension Effective Date; (iv) on the Maturity Date applicable to each Non-Extending Lender, all or any part of such Non-Extending Lenders’ Applicable Percentage of the Outstanding Amount of L/C Obligations shall be reallocated among the Extending Lenders and any new Lenders that become Lenders pursuant to Section 2.17(d) (“Additional Commitment Lenders”) in accordance with their respective Applicable Percentages (calculated without regard to the Non-Extending Lenders’ Commitments) but only to the extent that such reallocation does not cause, with respect to any Extending Lender or Additional Commitment Lender, the aggregate Outstanding Amount of the Loans of such Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swingline Obligations, to exceed such Lender’s Commitments as in effect at such time; and (v) if the reallocation described in the preceding clause (iv) cannot, or can only partially, be effected, the Borrower shall Cash Collateralize the L/C Obligations to the extent that, after giving effect to the reallocation pursuant to the preceding clause (iv) and the payment required by the preceding clause (iii), the Total Outstandings exceed the Commitments of the Extending Lenders and the Additional Commitment Lenders. The amount of Cash Collateral provided by the Borrower pursuant to this clause (v) shall reduce the Non-Extending Lenders’ Applicable Percentage of the Outstanding Amount of L/C Obligations (after giving effect to any partial reallocation pursuant to the preceding clause (iv)) on a pro rata basis; and each Non-Extending Lender’s Commitment to make Loans, purchase participations in Swingline Loans, and purchase participations in L/C Obligations with respect to Letters of Credit issued after such Maturity Date shall terminate.” (d) The Borrower shall have the right to replace each Non-Extending Lender in accordance with Section 10.13. (e) Notwithstanding anything contained in this Section 2.17 and not in limitation of any right of the L/C Issuer or Swingline Lender contained in Section 10.1 or otherwise, the Letter of Credit Expiration Date shall not be extended from that in effect at the Closing Date without the prior written consent of the L/C Issuer and the Maturity Date, as applied to any Swingline Loan, shall not be extended from that in effect at the Closing Date without the consent of the Swingline Lender. (f) This Section shall supersede any provisions in Section 2.6 or 10.1 to the contrary.

Extension of Maturity Date. (a) Not earlier than 90 days prior to, nor later than 30 days prior to, each anniversary of May 31, 2006, and on not more than two occasionsthe Effective Date, the Borrower may, but (i) not more than one time prior to the Investment Grade Covenants Date and an unlimited number of times following the Investment Grade Covenants Date and (ii) not at any time during the Tranche 2 Period, upon notice to the Administrative Agent (which shall promptly notify the Lenders), request a one-year extension of the Maturity Date then in effect. Within 30 15 days of delivery of such notice, each Lender shall notify the Administrative Agent whether or not it consents to such extension (which consent may be given or withheld in such Lender’s sole and absolute discretion). Any Lender not responding within the above time period shall be deemed not to have consented to such extension. The Administrative Agent shall promptly notify the Borrower and the Lenders of the Lenders’ responses. (b) The Maturity Date shall be extended only if the Required Lenders (calculated excluding any Defaulting Lender in default in its obligation to fund Loans hereunder and prior to after giving effect to any replacements of Lenders permitted herein) have consented thereto (the Lenders that so consent being the “Consenting Lenders” and the Lenders that do not consent being the “Non-Consenting Lenders”) have consented thereto). If so extended, the Maturity Date, as to the Consenting Lenders, shall be extended to the same date in the year following 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, specifying the date of such confirmation (the “Extension Confirmation Date”), the Extension Effective Date, and the new Maturity Date (after giving effect to such extension). As a condition precedent to such extension, the Borrower shall deliver to the Administrative Agent a certificate of the Borrower dated as of the Extension Confirmation Date (in sufficient copies for each Lender) 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, (A) before and after giving effect to such extension, the representations and warranties contained in Article III made by it are true and correct on and as of the Extension Confirmation Date, except to the extent that such representations and warranties specifically refer to an earlier date, (B) before and after giving effect to such extension extension, no Default exists or will exist as of the Extension Confirmation Date, and (C) since December 31, 2004the date of the financial statements most recently delivered pursuant to Section 5.01(a), no event, development or circumstance that has had or could reasonably be expected to have a Material Adverse Effect has occurred. The Borrower shall prepay any Loans outstanding on the Extension Effective Date (and pay any additional amounts required pursuant to Section 2.132.15) to the extent necessary to keep outstanding Loans ratable with any revised and new Applicable Percentages of all the Lenders effective as of the Extension Effective Date; and if, after giving effect to such prepayment, the Total Tranche 1 Credit Exposure exceeds the total Tranche 1 Commitments then in effect as a result of an LC Exposure, then the Borrower will pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.05(j). In addition, each Consenting Lender shall automatically (without any further action) and ratably acquire on the Extension Effective Date the Non-Consenting Lenders’ participations in Letters of Credit, in an amount equal to such Consenting Lender’s Applicable Percentage of the amount of such participations.”

Extension of Maturity Date. (a) Not earlier than 90 days prior to, nor later than 30 days prior to, the Initial Maturity Date and each anniversary of May 31, 2006, and on not more than two occasionsthe Initial Maturity Date, the Borrower may, upon notice to the Administrative Agent (which shall promptly notify the Lenders), request a one-year extension of the Maturity Date then in effect, provided, however, that the Borrower may not request more than two such extensions during the term of this Agreement. Within 30 15 days of delivery of such notice, each Lender shall notify the Administrative Agent whether or not it consents to such extension (which consent may be given or withheld in such Lender’s sole and absolute discretion). Any Lender not responding within the above time period shall be deemed not to have consented to such extension. The Administrative Agent shall promptly notify the Borrower and the Lenders of the Lenders’ responses. (b) The Maturity Date shall be extended only if the Required Lenders (calculated excluding any Defaulting Lender in default in its obligation to fund Loans hereunder and prior to after giving effect to any replacements of Lenders permitted herein) have consented thereto (the Lenders that so consent being the “Consenting Lenders” and the Lenders that do not consent being the “Non-Consenting Lenders”) have consented thereto). If so extended, the Maturity Date, as to the Consenting Lenders, shall be extended to the same date in the year following 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, specifying the date of such confirmation (the “Extension Confirmation Date”), the Extension Effective Date, and the new Maturity Date (after giving effect to such extension). As a condition precedent to such extension, the Borrower shall deliver to the Administrative Agent a certificate of the Borrower dated as of the Extension Confirmation Date (in sufficient copies for each Lender) 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, (A) before and after giving effect to such extension, the representations and warranties contained in Article III made by it are true and correct in all material respects (or, in the case of any such representations and warranties that are qualified as to materiality, the accuracy in all respects of such representations and warranties) on and as of the Extension Confirmation Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (or, in the case of any such representations and warranties that are qualified as to materiality, the accuracy in all respects of such representations and warranties) as of such earlier date, (B) before and after giving effect to such extension no Default exists or will exist as of the Extension Confirmation Date, and (C) since December 31, 20042021, no event, development or circumstance that has had or could reasonably be expected to have a Material Adverse Effect has occurred. The Borrower shall prepay any Loans outstanding on the Extension Effective Date (and pay any additional amounts required pursuant to Section 2.132.16) to the extent necessary to keep outstanding Loans ratable with any revised and new Applicable Percentages of all the Lenders effective as of the Extension Effective Date; and if, after giving effect to such prepayment, the total Credit Exposures exceeds the total Commitments then in effect as a result of an LC Exposure, then the Borrower will pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.06(j). In addition, each Consenting Lender shall automatically (without any further action) and ratably acquire on the Extension Effective Date the Non-Consenting Lenders’ participations in Letters of Credit, in an amount equal to such Consenting Lender’s Applicable Percentage of the amount of such participations.”

Extension of Maturity Date. (a) Not earlier than 90 120 days prior to, nor later than 30 90 days prior to, each anniversary of May 31the Closing Date (other than an anniversary date which is the Maturity Date), 2006, and on not more than two occasions, the Borrower may, upon notice may request by Requisite Notice made to the Administrative Agent (which who shall promptly notify the Lenders), request ) a one-one year extension of the Maturity Date then Date. Such request shall include a certificate signed by a Responsible Officer stating that (i) the representations and warranties contained in effectSection 6 are true and correct on and as of the date of such certificate and (ii) no Default or Event of Default exists. Within 30 Each Lender shall notify Administrative Agent by Requisite Notice whether it consents to or declines such request within 45 days of delivery of such notice, each Lender shall notify the Administrative Agent whether or not it consents to such extension (which consent may be given or withheld in such Lender’s sole and absolute discretion). Any Lender not responding within the above time period shall be deemed not to have not consented to such extensionextending the Maturity Date. The Administrative Agent shall promptly 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 Lenders’ responsesresults thereof. (b) The Maturity Date shall be extended only if the Required Lenders (calculated excluding If any Lender in default in its obligation declines, or is deemed to fund Loans hereunder and prior have declined, to giving effect consent to any replacements of Lenders permitted herein) such request for extension (a "Declining Lender"), Borrower may, within 120 days after such applicable anniversary date (the “Consenting Lenders”) have consented thereto"Declining Lender Replacement Period"), cause any Declining Lender to be removed and/or replaced as a Lender pursuant to Section 11.22. If so extendedBorrower is not able to replace the Declining Lender's Commitment within the Declining Lender Replacement Period, the Maturity Date, as to the Consenting Lenders, shall be extended to the same date in the year following then the Maturity Date then in effect (such existing shall continue to be the Maturity Date being the “Extension Effective Date”). The Administrative Agent hereunder and the Borrower shall promptly confirm following covenants and conditions will apply: (i) Units and Model Units can be added to the Lenders such extensionBorrowing Base only for a period of twelve additional months beyond the expiration of the Declining Lender Replacement Period; (ii) Finished Lots can be added to the Borrowing Base only prior to the expiration of the nine month period following the Declining Lender Replacement Period; (iii) Development Parcels can be added to the Borrowing Base only prior to the six month period following the Declining Lender Replacement Period; and (iv) no new Letters of Credit can be issued under this Agreement after the Declining Lender Replacement Period. (c) If, specifying the date of such confirmation (the “Extension Confirmation Date”), the Extension Effective Date, and the new Maturity Date (after giving effect to such extensionany removals or replacements of Lenders pursuant to the prior subsection, all Lenders have consented to extending the Maturity Date, it shall be extended for one year, and Administrative Agent shall promptly notify Lenders thereof (the "Extension Effective Date"). As a condition precedent to such extension, the Borrower shall deliver to the Administrative Agent a certificate on or prior to the Extension Effective Date, in form and substance satisfactory to Administrative Agent: (i) corporate resolutions and incumbency certificates of the each Borrower Party dated as of the Extension Confirmation Effective Date (approving such extension in sufficient copies for each Lender, (ii) a certificate signed by a Responsible Officer of Borrower of the Borrower type referred to in Section 5.01 (ia)(vi) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such extension and (iiiii) certifying thatnew or amended Notes, if requested by any new or affected Lender, evidencing such new or revised Commitments. Administrative Agent shall distribute an amended Schedule 2.01 (A) before and after giving effect which shall thereafter be incorporated into this Agreement), to such extensionreflect any changes in Lenders, the representations Commitments and warranties contained in Article III made by it are true and correct on and as of the Extension Confirmation Date, except to the extent that such representations and warranties specifically refer to an earlier date, (B) before and after giving effect to such extension no Default exists or will exist as of the Extension Confirmation Date, and (C) since December 31, 2004, no event, development or circumstance that has had or could reasonably be expected to have a Material Adverse Effect has occurred. The Borrower shall prepay any Loans outstanding on the Extension Effective Date (and pay any additional amounts required pursuant to Section 2.13) to the extent necessary to keep outstanding Loans ratable with any revised and new Applicable Percentages of all the Lenders effective as of the Extension Effective Dateeach Lender's Pro Rata Share thereof.”

Extension of Maturity Date. (a) Not earlier than 90 days prior to, nor later than 30 days prior to, each anniversary of May 31, 2006, and on not more than two occasions, the The Borrower may, upon notice to the Administrative Agent (which shall promptly notify the applicable Class of Lenders or Additional Lenders, as applicable), request a one-year extension one or more extensions of the Maturity Date maturity date applicable to the Revolving Commitments or Other Revolving Commitments, the maturity date applicable to any Class of Term Loans or Other Term Loans, or the maturity date applicable to any Incremental Loans, as applicable, then in effecteffect (such existing maturity date applicable to any Revolving Commitments or Other Revolving Commitments being the “Existing Revolving Maturity Date”, such existing maturity date applicable to any Class of Term Loans or Other Term Loans being the “Existing Term Loan Maturity Date” and such existing maturity date applicable to any Incremental Loans being the “Existing Incremental Loan Maturity Date”) to a date specified in such notice. Within 30 days 15 Business Days of delivery of such noticenotice (or such other period as the Borrower and the Administrative Agent shall mutually agree upon), each applicable Revolving Lender, Term Lender or Additional Lender, as the case may be, shall notify the Administrative Agent whether or not it consents to such extension (which consent may be given or withheld in such Revolving Lender’s, Term Lender’s or Additional Lender’s, as applicable, sole and absolute discretion). Any Revolving Lender, Term Lender or Additional Lender, as applicable, not responding within the above time period shall be deemed not to have consented to such extension. The Administrative Agent shall promptly notify the Borrower and the applicable Revolving Lenders, Term Lenders and/or the Additional Lenders of such Revolving Lenders’, Term Lenders’ or the Additional Lenders’ responses. (b) The , as applicable. Term Loans or maturity date applicable to any Incremental Loans, as applicable, pursuant to this Section 2.07(d). In addition, with the consent of each Issuing Bank, participations in Letters of Credit expiring on or after the Existing Revolving Maturity Date shall be reallocated from Non-Extending Revolving Lenders to Extending Revolving Lenders in accordance with the terms of such amendment; provided, however, that such participation interests shall, upon receipt thereof by the Extending Revolving Lenders, be deemed to be participation interests in respect of such extended only if revolving commitments and the Required Lenders terms of such participation interests (calculated excluding any Lender in default in its obligation to fund Loans hereunder and prior to giving effect to any replacements of Lenders permitted herein) (the “Consenting Lenders”) have consented thereto. If so extendedincluding, without limitation, the Maturity Date, as to the Consenting Lenders, commission applicable thereto) shall be extended to the same date in the year following 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, specifying the date of such confirmation (the “Extension Confirmation Date”), the Extension Effective Date, and the new Maturity Date (after giving effect to such extension). As a condition precedent to such extension, the Borrower shall deliver to the Administrative Agent a certificate of the Borrower dated as of the Extension Confirmation Date (in sufficient copies for each Lender) 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, (A) before and after giving effect to such extension, the representations and warranties contained in Article III made by it are true and correct on and as of the Extension Confirmation Date, except to the extent that such representations and warranties specifically refer to an earlier date, (B) before and after giving effect to such extension no Default exists or will exist as of the Extension Confirmation Date, and (C) since December 31, 2004, no event, development or circumstance that has had or could reasonably be expected to have a Material Adverse Effect has occurred. The Borrower shall prepay any Loans outstanding on the Extension Effective Date (and pay any additional amounts required pursuant to Section 2.13) to the extent necessary to keep outstanding Loans ratable with any revised and new Applicable Percentages of all the Lenders effective as of the Extension Effective Dateadjusted accordingly.”

Extension of Maturity Date. (a) Not earlier than 90 ninety (90) days prior to, nor later than 30 sixty (60) days prior to, each anniversary of May 31, 2006, and on not more than two occasions, the Borrower may, upon notice to the Administrative Agent (which shall promptly notify the Lenders), request a one-year extension of the Maturity Date then in effect. Within 30 days of delivery of such notice, each Lender shall notify the Borrowers may request by Requisite Notice made to Administrative Agent whether or not it consents to such extension (which consent may be given or withheld in such Lender’s sole and absolute discretion). Any Lender not responding within the above time period shall be deemed not to have consented to such extension. The Administrative Agent who shall promptly notify the Borrower and the Lenders Lenders) a one-time one year extension of the Lenders’ responsesMaturity Date. Such request shall include a certificate signed by a Responsible Officer stating that (i) the representations and warranties contained in Section 5 are true and correct on and as of the date of such certificate and (ii) no Default or Event of Default exists. (b) The Maturity Date shall be extended only if If (i) the Required Lenders statements in such certificate are true and correct and (calculated excluding any Lender in default in its obligation to fund ii) the aggregate principal amount of Loans hereunder and prior to giving effect to any replacements of Lenders permitted herein) (the “Consenting Lenders”) have consented thereto. If so extendedoutstanding on March __, 2004 is equal or less than $93,000,000, the Maturity Date, as to the Consenting Lenders, Date shall be extended to the same date in the year following calendar year, effective as of a date to be determined by Administrative Agent and Borrowers (the Maturity Date then in effect (such existing Maturity Date being the “"Extension Effective Date”"). The , and Administrative Agent and the Borrower shall promptly confirm notify Lenders thereof. On or prior to the Lenders such extension, specifying the date of such confirmation (the “Extension Confirmation Date”), the Extension Effective Date, and the new Maturity Date (after giving effect to such extension). As a condition precedent to such extension, the Borrower Borrowers shall deliver to the Administrative Agent a certificate Agent, in form and substance satisfactory to Administrative Agent: (x) corporate resolutions and incumbency certificates of the Borrower Borrowers dated as of the Extension Confirmation Effective Date approving such extension, (in sufficient copies for y) new or amended Notes, if requested by any new or affected Lender, evidencing such new or extended Commitments and (z) an acknowledgment and consent from each Lender) signed by a Responsible Officer Guarantor affirming the effectiveness of the Borrower (i) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such extension and (ii) certifying that, (A) before and Guaranty after giving effect to such extensionthe Maturity Date, the representations and warranties contained in Article III made by it are true and correct on and as extended hereunder. (c) Only one extension of the Extension Confirmation DateMaturity Date may be made, except and the Maturity Date shall not, in any event, be extended beyond March __, 2005. (d) Borrowers shall pay to Administrative Agent, for the extent that such representations and warranties specifically refer to an earlier date, (B) before and after giving effect to such extension no Default exists or will exist as benefit of the Extension Confirmation DateLenders, and (C) since December 31, 2004, no event, development or circumstance that has had or could reasonably be expected an extension fee equal to have a Material Adverse Effect has occurred. The Borrower shall prepay any 0.30% times the aggregate principal amount of Loans outstanding on March __, 2004. The extension fee shall be payable on the Extension Effective Date first day of the new extension period and such extension fees are fully earned on the date paid. The extension fee paid to each Lender is solely for its own account and is nonrefundable. (and pay e) This section shall supercede any additional amounts required pursuant to provisions in Section 2.13) 10.01 to the extent necessary to keep outstanding Loans ratable with any revised and new Applicable Percentages of all the Lenders effective as of the Extension Effective Datecontrary.”

Extension of Maturity Date. (a) Not earlier than 90 60 days prior to, nor later than 30 45 days prior to, each anniversary of May 31, 2006, and on not more than two occasionsthe Effective Date, the Borrower may, upon notice to the Administrative Agent (which shall promptly notify the Lenders), request a one-year extension of the Maturity Date then in effect. Within 30 days of delivery of such notice, each Lender shall notify the Administrative Agent whether or not it consents to such extension (which consent may be given or withheld in such Lender’s sole and absolute discretion). Any Lender not responding within the above time period shall be deemed not to have consented to such extension. The Administrative Agent shall promptly notify the Borrower and the Lenders of the Lenders’ responses. (b) The Maturity Date shall be extended only if Lenders holding greater than 51% of the Required Lenders total Commitments then outstanding (calculated excluding any Lender in default in its obligation to fund Loans hereunder and prior to giving effect to any replacements of Lenders permitted herein) (the “Consenting Lenders”) have consented thereto. If so extended, the Maturity Date, as to the Consenting Lenders, shall be extended to the same date in the year 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, specifying the date of such confirmation (the “Extension Confirmation Date”), extension and the Extension Effective Date, and the new Maturity Date (after giving effect to such extension). As a condition precedent to such extension, the Borrower shall deliver to the Administrative Agent a certificate of the Borrower dated as of the Extension Confirmation Effective Date (in sufficient copies for each Lender) 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, (A) before and after giving effect to such extension, the representations and warranties contained in Article III made by it are true and correct on and as of the Extension Confirmation Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, (B) before and after giving effect to such extension no Default exists or will exist as of the Extension Confirmation Dateexist, and (C) since December 31, 2004, no event, development or circumstance that has had or could reasonably be expected to have a Material Adverse Effect has occurred. The Borrower shall prepay any Loans outstanding on the Extension Effective Date (and pay any additional amounts required pursuant to Section 2.132.16) to the extent necessary to keep outstanding Loans ratable with any revised and new Applicable Percentages of all the Lenders effective as of the Extension Effective Date.” (c) If any Lender does not consent to the extension of the Maturity Date as provided in this Section 2.05, the Borrower shall have the right to replace such Lender in accordance with Section 2.19(b).

Extension of Maturity Date. (a) Not earlier than 90 days prior to, nor later than 30 days prior to, On each anniversary of May 31, 2006, and on not more than two occasionsthis Agreement, the Borrower may, upon notice to the Administrative Agent (which shall promptly notify the Lenders), request a successive one-year extension of the Maturity Date then in effectDate. Within 30 days of delivery of such notice, each Lender shall notify the Administrative Agent whether or not it consents to such extension (which consent may be given or withheld in such Lender’s sole and absolute discretion). Any Lender not responding within the above time period shall be deemed not to have consented to such extension. The Administrative Agent shall promptly notify the Borrower and the Lenders of the Lenders’ responses. (b) The Maturity Date shall be extended only if all of the Required Lenders (calculated excluding any Lender in default in its obligation to fund Loans hereunder and prior to giving effect to any replacements of Lenders permitted herein) (the “Consenting Lenders”) have consented thereto. If so extended, the Maturity Date, as to the Consenting Lenders, Date shall be extended to the same date in the year 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, specifying the date of such confirmation (the “Extension Confirmation Date”), extension and the Extension Effective Date, and the new Maturity Date (after giving effect to such extension). As a condition precedent to such extension, the Borrower shall deliver to the Administrative Agent a certificate of the Borrower dated as of the Extension Confirmation Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of the Borrower (i) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such extension or confirming that those previously delivered pursuant to Section 6.01 remain in full force and effect and have not been amended or rescinded, as the case may be, and (ii) certifying that, (A) before and after giving effect to such extension, the representations and warranties contained in Article III VII made by it are true and correct on and as of the Extension Confirmation Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, (B) before and after giving effect to such extension no Event of Default exists or will exist as of the Extension Confirmation Dateexist, and (C) since December 31(1) the most immediately preceding June 30 and (2) prior to the date thirty (30) days preceding such Extension Effectiveness Date, 2004whichever shall later occur, no there has not occurred an event, development or circumstance that has had or could would reasonably be expected to have have, a Material Adverse Effect has occurred. The Borrower shall prepay any Loans outstanding on the Extension Effective Date (and pay any additional amounts required pursuant to Section 2.13) to the extent necessary to keep outstanding Loans ratable with any revised and new Applicable Percentages consolidated financial position or consolidated results of all the Lenders effective as operations of the Extension Effective DateBorrower and its Subsidiaries taken as a whole.”

Extension of Maturity Date. (a) Not earlier than 90 days prior to, nor later than 30 days prior to, each anniversary of May 31, 2006, and on not more than two occasionsthe Closing Date, the U.S. Borrower may, upon notice to the Administrative Agent (which shall promptly notify the Lenders), request a one-year extension of the Maturity Date then in effect. Within 30 days of delivery of such notice, each Lender shall notify the Administrative Agent whether or not it consents to such extension (which consent may be given or withheld in such Lender’s sole and absolute discretion). Any Lender not responding within the above time period shall be deemed not to have consented to such extension. The Administrative Agent shall promptly notify the U.S. Borrower and the Lenders of the Lenders’ responses. The U.S. Borrower may not extend the Maturity Date pursuant to this Section 4.08 more than two times. (b) The Maturity Date shall be extended only if Lenders holding more than 50% of the Required Lenders Aggregate Commitments (calculated excluding any Lender in default in its obligation to fund Loans hereunder Defaulting Lenders and prior to giving effect to any replacements of Lenders permitted herein) (the “Consenting Lenders”) have consented thereto. If so extended, the Maturity Date, as to the Consenting Lenders, shall be extended to the same date in the year following year, effective as of the Maturity Date then in effect date of such extension by the Consenting Lenders (such existing Maturity Date effective date being the “Extension Effective Date”). The Administrative Agent and the U.S. Borrower shall promptly confirm to the Lenders such extension, specifying the date of such confirmation (the “Extension Confirmation Date”), extension and the Extension Effective Date, and the new Maturity Date (after giving effect to such extension). As a condition precedent to such extension, the U.S. Borrower shall deliver to the Administrative Agent a certificate of the Borrower each Loan Party dated as of the Extension Confirmation Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of the Borrower such Loan Party (i) certifying and attaching the resolutions adopted by the Borrower approving or consenting to that such extension has been duly authorized by such Loan Party and (ii) in the case of each Borrower, certifying that, (A) before and after giving effect to such extension, the representations and warranties contained in Article III 7 and the other Loan Documents made by it are true and correct in all material respects on and as of the Extension Confirmation Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, (B) before and after giving effect to such extension no Default exists or will exist as of the Extension Confirmation Dateexist, and (C) no event has occurred since December 31, 2004, no event, development or circumstance the date of the most recent audited financial statements of the U.S. Borrower delivered pursuant to Section 8.02(a) that has had had, or could reasonably be expected to have have, a Material Adverse Effect has occurredEffect. The U.S. Borrower shall prepay any U.S. Committed Loans outstanding on the Extension Effective Maturity Date with respect to any Lender that did not consent to an extension of such Maturity Date pursuant to Section 4.08(a) (and pay any additional amounts required pursuant to Section 2.135.05) to the extent necessary to keep outstanding U.S. Committed Loans ratable with any revised and new Applicable Percentages Pro Rata Shares of all the Lenders effective as of such Maturity Date. Each Canadian Borrower shall prepay any Canadian Committed Loans owing by it outstanding on the Extension Effective Date.”Maturity Date with respect to any Lender that did not consent to an extension of such Maturity Date pursuant to

Extension of Maturity Date. (a) Not earlier than 90 45 days prior to, nor later than 30 days prior to, each anniversary of May 31, 2006, and on not more than two occasionsto the Maturity Date then in effect, the Borrower may, upon notice to the Administrative Agent (which shall promptly notify the Lenders), request a one364-year day extension of the Maturity Date then in effect. Within Not earlier than 30 days of delivery of such noticeprior to the Maturity Date then in effect, each Lender shall notify the Administrative Agent whether or not it consents to such extension (which consent may be given or withheld in such Lender’s 's sole and absolute discretion). Any Lender not responding within the above time period shall be deemed not to have consented to such extension. The Administrative Agent shall promptly notify the Borrower and the Lenders of the Lenders’ ' responses. If any Lender declines, or is deemed to have declined, to consent to such extension, the Borrower may cause any such Lender to be replaced as a Lender pursuant to Section 10.18. (b) The Maturity Date shall be extended only if the Required all Lenders (calculated excluding any Lender in default in its obligation to fund Loans hereunder and prior to after giving effect to any replacements of Lenders permitted herein) (the “"Consenting Lenders”") have consented thereto. If so extended, the Maturity Date, as to the Consenting Lenders, shall be extended to a date 364 days from the same date Maturity Date then in the year following effect, 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, specifying the date of such confirmation (the “Extension Confirmation Date”), extension and the Extension Effective Date, and the new Maturity Date (after giving effect to such extension). As a condition precedent to such extension, the Borrower shall deliver to the Administrative Agent a certificate of the Borrower dated as of the Extension Confirmation Effective Date (in sufficient copies for further distribution to each Lender) 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, (A) before and after giving effect to such extension, (A) the representations and warranties contained in Article III made by it V and the other Loan Documents are true and correct in all material respects on and as of the Extension Confirmation Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, (B) before in which case they are true and after giving effect to such extension no Default exists or will exist correct in all material respects as of the Extension Confirmation Datesuch earlier date, and (C) since December 31except that for purposes of this Section 2.15, 2004, no event, development or circumstance that has had or could reasonably be expected to have a Material Adverse Effect has occurred. The Borrower shall prepay any Loans outstanding on the Extension Effective Date (and pay any additional amounts required pursuant to Section 2.13) to the extent necessary to keep outstanding Loans ratable with any revised and new Applicable Percentages of all the Lenders effective as of the Extension Effective Date.”the

Extension of Maturity Date. (a) Not earlier than 90 days prior to, nor later than 30 45 days prior to, each any anniversary date of May 31this Agreement (each, 2006, and on not more than two occasionsan “Anniversary Date”), the Borrower may, upon notice to the Administrative Agent (which shall promptly notify the Lenders), request a one-year extension of the Maturity Date then in effect; provided that not more than two such extensions shall be effected. Within 30 days of delivery to the Lenders of such notice, each Lender shall notify the Administrative Agent whether or not it consents to such extension (which consent may be given or withheld in such Lender’s sole and absolute discretion). Any Lender not responding within the above time period shall be deemed not to have consented to such extension. The Administrative Agent shall promptly notify the Borrower and the Lenders of the Lenders’ responses. (b) The Maturity Date shall be extended only if the Required Lenders (calculated excluding any Lender in default in its obligation to fund Loans hereunder and prior to giving effect to any replacements of Lenders permitted herein) (the “Consenting Lenders”) have consented thereto. If so extended, the Maturity Date, as to the Consenting Lenders consenting to such extension (the “Extending Lenders”), shall be extended to the same date in the which is one year following after the Maturity Date then in effect effect, effective as of the date the Administrative Agent has received the documents required to be delivered by Section 2.18(c)(iii) (such existing Maturity Date being the “Extension Effective Date”). The Administrative Agent and the Borrower shall promptly confirm to the Lenders such extensionextension and the Extension Effective Date. (c) Notwithstanding the foregoing, specifying the date extension of such confirmation the Maturity Date pursuant to this Section shall not be effective with respect to any Lender unless: (the “Extension Confirmation Date”), i) on the Extension Effective Date, no Default or Event of Default shall have occurred and be continuing, and no Default or Event of Default shall occur, as a result of such extension; (ii) on and as of the new Maturity Date (Extension Effective Date, the representations and warranties of the Borrower contained in Article V or in any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects both before and after giving effect to such extensionthe extension (provided that (i) if a representation and warranty is qualified by materiality or Material Adverse Effect, then it shall be true and correct in all respects, and (ii) the representation and warranty made in Section 5.15(a) shall be true and correct in all respects). As a condition precedent to such extension, ; (iii) the Borrower shall deliver to the Administrative Agent (A) copies of corporate resolutions certified by a Responsible Officer of the General Partner, on behalf of the Borrower, or such other evidence as may be satisfactory to the Administrative Agent, demonstrating that the Borrower’s incurrence of indebtedness hereunder with a Maturity Date as extended pursuant to this Section has been duly authorized and approved and (B) a certificate signed by a Responsible Officer of the General Partner, on behalf of the Borrower dated as of the Extension Confirmation Effective Date certifying that (in sufficient copies for each Lender) 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, (A1) before and after giving effect to such extension, the representations and warranties of the Borrower contained in Article III made by it V or in any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct on in all material respects both before and as of the Extension Confirmation Date, except after giving effect to the extent extension (provided that such representations (i) if a representation and warranties specifically refer to an earlier datewarranty is qualified by materiality or Material Adverse Effect, then it shall be true and correct in all respects, and (Bii) the representation and warranty made in Section 5.15(a) shall be true and correct in all respects) and (2) immediately before and immediately after giving effect to such extension no Default or Event of Default exists or will exist as of the Extension Confirmation Date, and exist; (Civ) since December 31, 2004, no event, development or circumstance that has had or could reasonably be expected to have a Material Adverse Effect has occurred. The Borrower shall prepay pay any Loans outstanding on the Extension Effective Maturity Date (prior to giving effect to any extension) as to any non-extending Lenders (the “Non-Extending Lenders”) (and pay any additional amounts required pursuant to Section 2.133.05) to the extent necessary to keep outstanding Loans ratable with any revised and new Applicable Percentages Pro Rata Shares of all the Lenders effective as of the Extension Effective Date; (v) On the Maturity Date applicable to each Non-Extending Lender, all or any part of such Non-Extending Lenders’ Pro Rata Share of the Outstanding Amount of L/C Obligations shall be reallocated among the Extending Lenders and any new Lenders that become Lenders pursuant to Section 2.18(d) (“Additional Commitment Lenders”) in accordance with their respective Pro Rata Shares (calculated without regard to the Non-Extending Lenders’ Commitments) but only to the extent that such reallocation does not cause, with respect to any Extending Lender or Additional Commitment Lender, the aggregate Outstanding Amount of the Committed Loans of such Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans, to exceed such Lender’s Commitments as in effect at such time; and (vi) If the reallocation described in the preceding clause (v) cannot, or can only partially, be effected, the Borrower shall Cash Collateralize the L/C Obligations to the extent that, after giving effect to the reallocation pursuant to the preceding clause (v) and the payment required by the preceding clause(iv), the Total Outstandings exceed the Commitments of the Extending Lenders and the Additional Commitment Lenders. The amount of Cash Collateral provided by the Borrower pursuant to this clause (vi) shall reduce the Non-Extending Lenders’ Pro Rata Share of the Outstanding Amount of L/C Obligations (after giving effect to any partial reallocation pursuant to the preceding clause(iii)) on a pro rata basis; and each Non-Extending Lender’s Commitment to make Committed Loans, purchase participations in Swing Line Loans, and purchase participations in L/C Obligations with respect to Letters of Credit issued after such Maturity Date shall terminate.” (d) The Borrower shall have the right to replace each Non-Extending Lender in accordance with Section 10.16. (e) This Section shall supersede any provisions in Section 2.07 or 10.01 to the contrary.

Extension of Maturity Date. Borrower shall have two (a2) Not earlier than 90 days prior to, nor later than 30 days prior to, each anniversary successive options to extend the scheduled Maturity Date of May 31, 2006, and on not more than two occasions, the Borrower may, upon notice Loan to the Administrative Agent (which shall promptly notify Monthly Payment Date in the Lenders), request a month containing the one-year extension anniversary of the Maturity Date then as theretofore in effecteffect (the period of each such extension, “Extension Term”). Within 30 days of delivery In order to exercise such extension option, Borrower shall deliver to Agent written notice of such notice, each Lender shall notify extension on or before the Administrative Agent whether or not it consents date that is thirty (30) days prior to such extension the then applicable Maturity Date (which consent may be given or withheld but in such Lender’s sole and absolute discretionno event more than ninety (90) days in advance of the applicable Maturity Date). Any Lender not responding within the above time period shall be deemed not to have consented to such extension. The Administrative Agent shall promptly notify the Borrower and the Lenders of the Lenders’ responses. (b) The Maturity Date shall be extended only if pursuant to Borrower’s notice as aforesaid, provided that the Required Lenders following conditions are satisfied to Agent’s reasonable satisfaction for each extension of the term of the Loan: (calculated excluding any Lender i) no Event of Default shall be in default in its obligation to fund Loans hereunder and prior to giving effect to any replacements existence either at the time of Lenders permitted herein) (Borrower’s notice or on the “Consenting Lenders”) have consented thereto. If so extended, the then applicable Maturity Date, as (ii) Borrower shall enter into an Interest Rate Protection Agreement through the term of the applicable Extension Term and otherwise satisfy each of the requirements set forth in Section 4.1.18 hereof, including, without limitation, delivery of a new Assignment of Rate Protection Agreement, (iii) the Debt Yield (calculated by Agent not less than ten (10) days prior to the Consenting Lendersthen applicable Maturity Date) shall not be less than eight and one-half percent (8.5%) for the first Extension Term or nine percent (9%) for the second Extension Term, (iv) Borrower shall pay to Lender an extension fee in an amount equal to one quarter percent (0.25%) of the then outstanding principal balance of the Loan no later than the Business Day prior to the first day of the applicable Extension Term, (v) the term of the Mezzanine Loan shall be extended to be co-terminus with the same date Loan, and (vi) Borrower has paid all of Lender’s reasonable, out-of-pocket costs and expenses in connection with such extension. If Borrower fails to exercise any Extension Term in accordance with the year following provisions of this Agreement, such Extension Term, and any subsequent Extension Term hereunder, will automatically cease and terminate. Notwithstanding anything to the Maturity Date contrary contained herein, if the Debt Yield threshold is not met in connection with the exercise of an extension option under this Section 2.3.3 and under the Mezzanine Loan Agreement, then in effect (such existing Maturity Date being Borrower shall have the “Extension Effective Date”). The Administrative Agent right to partially prepay the Loan and the Borrower shall promptly confirm to Mezzanine Loan pro rata by the Lenders amount necessary such extensionthat the applicable Debt Yield threshold is satisfied, specifying the date of such confirmation (the “Extension Confirmation Date”), the Extension Effective Date, and the new Maturity Date (after giving effect to such extension). As a condition precedent to such extension, the Borrower shall deliver to the Administrative Agent a certificate of the Borrower dated as of the Extension Confirmation Date (in sufficient copies for each Lender) signed by a Responsible Officer of the Borrower provided (i) certifying with respect to the Loan, (A) no Spread Maintenance Premium shall be due in connection with any such prepayment of the Loan and attaching (B) such prepayment shall be subject to the resolutions adopted by the Borrower approving or consenting to such extension terms and provisions of Section 2.4.1 below (other than those restricting partial prepayments) and (ii) certifying thatwith respect to the Mezzanine Loan, (A) before and after giving effect to no Spread Maintenance Premium (as defined in the Mezzanine Loan Agreement) shall be due in connection with any such extension, the representations and warranties contained in Article III made by it are true and correct on and as prepayment of the Extension Confirmation Date, except to the extent that such representations Mezzanine Loan and warranties specifically refer to an earlier date, (B) before such prepayment shall be subject to the terms and after giving effect to such extension no Default exists or will exist as provisions of Section 2.4.1 of the Extension Confirmation Date, and Mezzanine Loan Agreement (C) since December 31, 2004, no event, development or circumstance that has had or could reasonably be expected to have a Material Adverse Effect has occurred. The Borrower shall prepay any Loans outstanding on the Extension Effective Date (and pay any additional amounts required pursuant to Section 2.13) to the extent necessary to keep outstanding Loans ratable with any revised and new Applicable Percentages of all the Lenders effective as of the Extension Effective Dateother than those restricting partial prepayments).”

Extension of Maturity Date. (a) Not earlier than 90 days prior to, nor later than At least 30 days prior to, each anniversary of May 31, 2006, and on but not more than two occasions60 days prior to any anniversary of the Closing Date, the Borrower mayBorrower, upon by written notice to the Administrative Agent Agent, may request, up to two (which shall promptly notify 2) times during the Lenders)term of this Agreement, request a one-year an extension of the Maturity Date in effect at such time by one year from its then in effectscheduled expiration. Within 30 days of delivery The Agent shall promptly notify each Lender of such noticerequest, and each Lender shall notify the Administrative Agent whether or in turn, in its sole discretion, not it consents later than 20 days prior to such extension (which consent may be given or withheld in such Lender’s sole and absolute discretion). Any Lender not responding within the above time period shall be deemed not to have consented to such extension. The Administrative Agent shall promptly anniversary date, notify the Borrower and the Lenders Agent in writing as to whether such Lender will consent to such extension. If any Lender shall fail to notify the Agent and the Borrower in writing of its consent to any such request for extension of the Lenders’ responsesMaturity Date at least 20 days prior to the applicable anniversary date, such Lender shall be deemed to be a Non-Extending Lender with respect to such request. The Agent shall notify the Borrower not later than 15 days prior to the applicable anniversary date of the decision of the Lenders regarding the Borrower’s request for an extension of the Maturity Date. (b) The Maturity Date shall be extended only if If all of the Required Lenders (calculated excluding any Lender consent in default in its obligation to fund Loans hereunder and prior to giving effect writing to any replacements such request in accordance with subsection (a) of this Section 2.23, upon receipt of a consent executed by the Lenders permitted herein) (and the “Consenting Lenders”) have consented thereto. If so extendedBorrower, the Maturity Date, as to the Consenting Lenders, shall be extended to the same date in the year following the Maturity Date then in effect (at such existing Maturity Date being time shall, effective as at the “Extension Effective Date”). The Administrative Agent and the Borrower shall promptly confirm to the Lenders such extension, specifying the applicable anniversary date of such confirmation (the “Extension Confirmation Date”), the be extended for one year; provided that on any Extension Effective Date, and the new Maturity Date (after giving effect to such extension). As a condition precedent to such extension, the Borrower shall deliver to the Administrative Agent a certificate of the Borrower dated as of the Extension Confirmation Date (in sufficient copies for each Lender) 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, (A) before and after giving effect to such extension, the representations and warranties of the Borrower contained in Article III made by it IV are true and correct on and as of the such Extension Confirmation Date, except to the extent that such representations and warranties specifically refer to an earlier date, (B) before and after giving effect to such extension no Default exists or will exist of the Maturity Date, as though made on and as of the such Extension Confirmation Date, and no Default or Event of Default shall have occurred and be continuing on such Extension Date. If less than all of the Lenders consent in writing to any such request in accordance with subsection (Ca) since December 31of this Section 2.23, 2004upon receipt of a consent executed by those Lenders that so consented (each an “Extending Lender”) and the Borrower, the Maturity Date in effect at such time shall, effective as at the applicable Extension Date and subject to subsection (d) of this Section 2.23, be extended as to the Extending Lenders but shall not be extended as to any other Lender (each a “Non-Extending Lender”). To the extent that the Maturity Date is not extended as to any Lender pursuant to this Section 2.23 and the Revolving Commitment of such Lender is not assumed in accordance with subsection (c) of this Section 2.23 on or prior to the applicable Extension Date, the Revolving Commitment of such Non-Extending Lender shall automatically terminate in whole on such unextended Maturity Date without any further notice or other action by the Borrower, such Lender or any other Person; provided that such Non-Extending Lender’s rights under Sections 2.13, 2.14, 2.16, 9.1 and 9.2, and its obligations under Section 9.2(b), shall survive the Maturity Date for such Non-Extending Lenders as to matters occurring prior to such date. It is understood and agreed that no eventLender shall have any obligation whatsoever to agree to any request made by the Borrower for any requested extension of the Maturity Date. (c) If less than all of the Lenders consent to any such request pursuant to subsection (a) of this Section 2.23, development or circumstance that has had or could reasonably be expected the Agent shall promptly so notify the Extending Lenders, and each Extending Lender may, in its sole discretion, give written notice to have a Material Adverse Effect has occurred. The Borrower shall prepay any Loans outstanding on the Agent not later than 10 days prior to the Extension Effective Date of the amount of the Non-Extending Lenders’ Revolving Commitments for which it is willing to accept an assignment. If the Extending Lenders notify the Agent that they are willing to accept assignments of Revolving Commitments in an aggregate amount that exceeds the amount of the Revolving Commitments of the Non-Extending Lenders, such Revolving Commitments shall be allocated among the Extending Lenders willing to accept such assignments in such amounts as are agreed between the Borrower and the Agent. If after giving effect to the assignments of Revolving Commitments described above there remains any Revolving Commitments of Non-Extending Lenders, the Borrower may arrange for one or more Extending Lenders or other Eligible Assignees (and pay any additional amounts required pursuant such Eligible Assignee to Section 2.13be referred to herein as an “Assuming Lender”) to the extent necessary to keep outstanding Loans ratable with any revised and new Applicable Percentages of all the Lenders assume, effective as of the Extension Effective Date, any Non-Extending Lender’s Revolving Commitment and all of the obligations of such Non-Extending Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Extending Lender; provided, however, that the amount of the Revolving Commitment of any such Assuming Lender as a result of such substitution shall in no event be less than $10,000,000 unless the amount of the Revolving Commitment of such Non-Extending Lender is less than $10,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that: (i) any such Extending Lender or Assuming Lender shall have paid to such Non-Extending 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-Extending Lender plus (B) any accrued but unpaid facility fees owing to such Non-Extending Lender as of the effective date of such assignment; (ii) all additional cost reimbursements, expense reimbursements and indemnities payable to such Non-Extending Lender, and all other accrued and unpaid amounts owing to such Non-Extending Lender hereunder, as of the effective date of such assignment shall have been paid to such Non-Extending Lender; and (iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section 9.6(b) for such assignment shall have been paid; provided further that such Non-Extending Lender’s rights under Sections 2.13, 2.14, 2.16, 9.1 and 9.2, and its obligations under Section 9.2(b), 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 Assuming Lender, if any, shall have delivered to the Borrower and the Agent an Assignment and Assumption, duly executed by such Assuming Lender, such Non-Extending Lender, the Borrower and the Agent, (B) any such Extending Lender shall have delivered confirmation in writing satisfactory to the Borrower and the Agent as to the increase in the amount of its Revolving Commitment and (C) each Non-Extending Lender being replaced pursuant to this Section 2.23 shall have used its commercially reasonable efforts to deliver to the Agent any Note or Notes held by such Non-Extending Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of subsection (c) of this Section 2.23, each such Extending Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Extending Lender under this Agreement and shall be a Lender for all purposes of this Agreement, without any further acknowledgement by or the consent of the other Lenders, and the obligations of each such Non-Extending Lender hereunder shall, by the provisions hereof, be released and discharged.” (d) If (after giving effect to any assignments or assumptions pursuant to subsection (c) of this Section 2.23) Lenders have Revolving Commitments equal to at least 50% of the Revolving Commitments in effect immediately prior to the Extension Date consent to a requested extension not later than one Business Day prior to such Extension Date, the Agent shall so notify the Borrower, and, subject to (i) the representations and warranties of the Borrower contained in Article IV being correct on and as of the date of such extension of the Maturity Date, before and after giving effect thereto, as though made on and as of such date, (ii) no Default or Event of Default having occurred and being continuing on the Extension Date and (iii) execution of a consent by the Extending Lenders, Assuming Lenders and the Borrower, the Maturity Date then in effect shall be extended for the additional one-year period as described in subsection (a) of this Section 2.23, and all references in this Agreement, and in the Notes, if any, to the “Maturity Date” shall, with respect to each Extending Lender and each Assuming Lender for such Extension Date, refer to the Maturity Date as so extended. Promptly following each Extension Date, the Agent shall notify the Lenders (including, without limitation, each Assuming Lender) 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 Extending Lender and each such Assuming Lender.

Extension of Maturity Date. (a) Not earlier than 90 30 days prior to, nor to the first anniversary of the Revolving Effective Date and no later than 30 days prior to, each anniversary of May 31, 2006, and on not more than two occasionsthe Initial Maturity Date (or previously extended Maturity Date pursuant hereto), the Borrower may, upon notice to the Administrative Agent (which shall promptly notify the Lenders), request a one-year extension (or any portion of a year) of the Maturity Date then in effect. Within 30 15 days of delivery of such notice, each Lender shall notify the Administrative Agent whether or not it consents to such extension (which consent may be given or withheld in such Lender’s sole and absolute discretion). Any Lender not responding within the above time period shall be deemed not to have consented to such extension. The Administrative Agent shall promptly notify the Borrower and the Lenders of the Lenders’ responses. (b) The Maturity Date shall be extended only if the Required Lenders (calculated excluding any Defaulting Lender in default in its obligation to fund Loans hereunder and prior to after giving effect to any replacements of Lenders permitted herein) have consented thereto (the Lenders that so consent being the “Consenting Lenders” and the Lenders that do not consent being the “Non-Consenting Lenders”) have consented thereto). If so extended, and subject to any amendments hereto to update operational, agency and/or regulatory provisions as the Administrative Agent may reasonably require, the Maturity Date, as to the Consenting Lenders, shall be extended to the same such requested date in the year following the Maturity Date then in effect (or such requested date corresponding to such requested portion of a year) (such existing Maturity Date being the “Extension Effective Date”). The Administrative Agent and the Borrower shall promptly confirm to the Lenders such extension, specifying the date of such confirmation (the “Extension Confirmation Date”), the Extension Effective Date, and the new Maturity Date (after giving effect to such extension). As a condition precedent to such extension, the Borrower shall deliver to the Administrative Agent a certificate of the Borrower dated as of the Extension Confirmation Date (in sufficient copies for each Lender) 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, (A) before and after giving effect to such extension, the representations and warranties contained in Article III made by it are true and correct in all material respects (or, in the case of any such representations and warranties that are qualified as to materiality, the accuracy in all respects of such representations and warranties) on and as of the Extension Confirmation Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (or, in the case of any such representations and warranties that are qualified as to materiality, the accuracy in all respects of such representations and warranties) as of such earlier date, (B) before and after giving effect to such extension no Default exists or will exist as of the Extension Confirmation Date, and (C) since December 31the last day of the most recent fiscal year for which the Borrower has delivered financial statements consistent with the requirements of Section 5.01(a), 2004, there has been no event, development or circumstance that has had or could reasonably be expected to have a Material Adverse Effect has occurredon the Borrower and its consolidated Subsidiaries, taken as a whole. The Borrower shall prepay any Loans outstanding on the Extension Effective Date (and pay any additional amounts required pursuant to Section 2.132.16) to the extent necessary to keep outstanding Loans ratable with any revised and new Applicable Percentages of all the Lenders effective as of the Extension Effective Date; and if, after giving effect to such prepayment, the total Credit Exposures exceeds the total Commitments then in effect as a result of an LC Exposure, then the Borrower will pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.06(j). In addition, each Consenting Lender shall automatically (without any further action) and ratably acquire on the Extension Effective Date the Non-Consenting Lenders’ participations in Letters of Credit, in an amount equal to such Consenting Lender’s Applicable Percentage of the amount of such participations.”

Extension of Maturity Date. (a) Not earlier than 90 days prior to, nor later than 30 days prior to, each anniversary of May 31, 2006, and on not more than two occasionsthe Closing Date, the U.S. Borrower may, upon notice to the Administrative Agent (which shall promptly notify the Lenders), request a one-year extension of the Maturity Date then in effect. Within 30 days of delivery of such notice, each Lender shall notify the Administrative Agent whether or not it consents to such extension (which consent may be given or withheld in such Lender’s sole and absolute discretion). Any Lender not responding within the above time period shall be deemed not to have consented to such extension. The Administrative Agent shall promptly notify the U.S. Borrower and the Lenders of the Lenders’ responses. The U.S. Borrower may not extend the Maturity Date pursuant to this Section 4.08 more than two times. (b) The Maturity Date shall be extended only if Lenders holding more than 50% of the Required Lenders Aggregate Commitments (calculated excluding any Lender in default in its obligation to fund Loans hereunder Defaulting Lenders and prior to giving effect to any replacements of Lenders permitted herein) (the “Consenting Lenders”) have consented thereto. If so extended, the Maturity Date, as to the Consenting Lenders, shall be extended to the same date in the year following year, effective as of the Maturity Date then in effect date of such extension by the Consenting Lenders (such existing Maturity Date effective date being the “Extension Effective Date”). The Administrative Agent and the U.S. Borrower shall promptly confirm to the Lenders such extension, specifying the date of such confirmation (the “Extension Confirmation Date”), extension and the Extension Effective Date, and the new Maturity Date (after giving effect to such extension). As a condition precedent to such extension, the U.S. Borrower shall deliver to the Administrative Agent a certificate of the Borrower each Loan Party dated as of the Extension Confirmation Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of the Borrower such Loan Party (i) certifying and attaching the resolutions adopted by the Borrower approving or consenting to that such extension has been duly authorized by such Loan Party and (ii) in the case of each Borrower, certifying that, (A) before and after giving effect to such extension, the representations and warranties contained in Article III 7 and the other Loan Documents made by it are true and correct in all material respects on and as of the Extension Confirmation Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, (B) before and after giving effect to such extension no Default exists or will exist as of the Extension Confirmation Dateexist, and (C) no event has occurred since December 31, 2004, no event, development or circumstance the date of the most recent audited financial statements of the U.S. Borrower delivered pursuant to Section 8.02(a) that has had had, or could reasonably be expected to have have, a Material Adverse Effect has occurredEffect. The U.S. Borrower shall prepay any U.S. Committed Loans outstanding on the Extension Effective Maturity Date with respect to any Lender that did not consent to an extension of such Maturity Date pursuant to Section 4.08(a) (and pay any additional amounts required pursuant to Section 2.135.05) to the extent necessary to keep outstanding U.S. Committed Loans ratable with any revised and new Applicable Percentages Pro Rata Shares of all the Lenders effective as of such Maturity Date. The Canadian Borrower shall prepay any Canadian Committed Loans owing by it outstanding on the Extension Effective Maturity Date with respect to any Lender that did not consent to an extension of such Maturity Date pursuant to Section 4.08(a) (and pay any additional amounts required pursuant to Section 5.05) to the extent necessary to keep outstanding Canadian Committed Loans ratable with any revised and new Pro Rata Shares of all the Canadian Lenders effective as of such Maturity Date.” (c) If any Lender does not consent to the extension of the Maturity Date as provided in this Section 4.08, the U.S. Borrower shall have the right to replace such Lender in accordance with Section 12.17. (d) This Section shall supersede any provisions in Section 4.06 or 12.01 to the contrary.

Extension of Maturity Date. Borrower shall have the option to extend the term of the Loan beyond the Stated Maturity Date for two (a2) Not earlier than 90 days prior tosuccessive terms (each, nor later than 30 days prior toan “Extension Option”) of one (1) year each to (y) the Payment Date occurring in March, each anniversary of May 31, 20062015, and on not more than two occasions(z) the Payment Date occurring in March, 2016 (the Borrower may“Second Extended Maturity Date” and each such date in (y) and (z), an “Extended Maturity Date”), respectively, and, as to each Extension Option, upon notice satisfaction of the following terms and conditions: (i) no Event of Default shall have occurred and be continuing at the time the applicable Extension Option is exercised and on the date that the applicable extension term is commenced; (ii) Borrower shall notify Lender of its irrevocable election to the Administrative Agent (which shall promptly notify the Lenders), request a one-year extension of extend the Maturity Date as aforesaid not earlier than three (3) months, and no later than one (1) month, prior to the then in effect. Within 30 applicable Maturity Date; (iii) at least thirty (30) days prior to the commencement of delivery the applicable Extension Option, Borrower shall obtain and deliver to Lender one or more Replacement Rate Caps, which Replacement Rate Caps shall be effective commencing on the first day of such notice, each Lender Extension Option and shall notify have a maturity date not earlier than the Administrative Agent whether or not it consents to such extension (which consent may be given or withheld in such Lender’s sole and absolute discretion). Any Lender not responding within the above time period shall be deemed not to have consented to such extension. The Administrative Agent shall promptly notify the Borrower and the Lenders end of the Lenders’ responses.Interest Period in which the Maturity Date as extended pursuant to the terms of this Section 2.3 falls; and (iv) in connection with each Extension Option, Borrower shall have delivered to Lender together with its notice pursuant to subsection (b) The Maturity Date shall be extended only if of this Section 2.3 and as of the Required Lenders (calculated excluding any commencement of the applicable Extension Option, an Officer’s Certificate in form acceptable to Lender in default in its obligation to fund Loans hereunder certifying that each of the representations and prior to giving effect to any replacements warranties of Lenders permitted herein) (the “Consenting Lenders”) have consented thereto. If so extended, the Maturity Date, as to the Consenting Lenders, shall be extended to the same date Borrower contained in the year following the Maturity Date then Loan Documents is true, complete and correct 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, specifying all material respects as of the date of such confirmation (Officer’s Certificate. All references in this Agreement and in the “Extension Confirmation Date”), other Loan Documents to the Extension Effective Date, and the new Maturity Date (after giving effect to such extension). As a condition precedent to such extension, means the Borrower shall deliver to applicable Extended Maturity Date in the Administrative Agent a certificate of event the Borrower dated as of the applicable Extension Confirmation Date (in sufficient copies for each Lender) 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, (A) before and after giving effect to such extension, the representations and warranties contained in Article III made by it are true and correct on and as of the Extension Confirmation Date, except to the extent that such representations and warranties specifically refer to an earlier date, (B) before and after giving effect to such extension no Default exists or will exist as of the Extension Confirmation Date, and (C) since December 31, 2004, no event, development or circumstance that has had or could reasonably be expected to have a Material Adverse Effect has occurred. The Borrower shall prepay any Loans outstanding on the Extension Effective Date (and pay any additional amounts required pursuant to Section 2.13) to the extent necessary to keep outstanding Loans ratable with any revised and new Applicable Percentages of all the Lenders effective as of the Extension Effective DateOption is exercised.”