Common use of Extension of Termination Date Clause in Contracts

Extension of Termination Date. The Borrower shall have the right, exercisable two times, to extend the Termination Date in effect as of the date each such right is exercised by six months. The Borrower may exercise each such extension right only by executing and delivering to the Administrative Agent, at least 90 days but not more than 180 days prior to the then current Termination Date, a written request for such extension (each an “Extension Request”). The Administrative Agent shall notify the Lenders each time it receives an Extension Request promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Termination Date then in effect shall be extended for six months effective upon receipt by the Administrative Agent of an Extension Request and payment of the applicable fee referred to the following clause (b): (a) immediately prior to such extension and immediately after giving effect thereto, (i) no Default or Event of Default shall exist and (ii) the representations and warranties made or deemed made by the Parent, the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation and warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such extension with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation and warranty qualified by materiality, in which case such representation or warranty shall have been true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents and (b) the Borrower shall have paid the Fees payable under Section 3.5.(e). At any time prior to the effectiveness of any such extension, upon the Administrative Agent’s request, the Borrower shall deliver to the Administrative Agent a certificate from the chief executive officer or chief financial officer certifying the matters referred to in the immediately preceding clauses (a)(i) and (a)(ii).

Extension of Termination Date. The Borrower shall have the rightmay, exercisable two times, to extend the Termination Date in effect as of the date each such right is exercised by six months. The Borrower may exercise each such extension right only by executing and delivering notice to the Administrative Agent, Agent (which shall promptly deliver a copy to each of the Lenders) given at least 90 thirty (30) days but and not more than 180 ninety (90) days prior to the then current Initial Termination Date, a written request for such extension that Lenders extend the date on which all Commitments are scheduled to expire hereunder to December 2, 2020 (each an the “Extension RequestExtended Termination Date”). The Administrative Agent shall notify On the Lenders each time it receives an Extension Request promptly upon receipt thereof. Subject Initial Termination Date, such extension will become effective subject to satisfaction the Borrower’s timely delivery of the following conditions, the Termination Date then in effect shall be extended for six months effective upon receipt by such notice to the Administrative Agent of an Extension Request and payment of the applicable fee referred to Extension Fee, and provided that both on the following clause (b): (a) immediately prior to such extension notice delivery date and immediately after giving effect thereto, on the Initial Termination Date (i) no Default or Event of Default shall exist have occurred and be continuing, (ii) the all representations and warranties made or deemed made by the Parent, the Borrower and each other Loan Party contained in the Loan Documents to which any of them is a party, Section 6 hereof shall be true and correct in all material respects (except in the case of a representation and warranty where not already qualified by materialitymateriality or Material Adverse Effect, in which case such representation or warranty shall be true and correct otherwise in all respects) on and as of the date of such extension with the same force and effect as if made on and as of such date Initial Termination Date (except to the extent that such representations and warranties expressly relate solely to an earlier date (date, in which case such representations and warranties shall have been they are true and correct in all material respects (except in the case of a representation and warranty where not already qualified by materialitymateriality or Material Adverse Effect, in which case such representation or warranty shall have been true and correct otherwise in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents and ), (biii) the Administrative Agent shall have received an Appraisal for any Borrowing Base Property for which an Appraisal has not been completed within the twelve (12) months preceding the Initial Termination Date, (iv) Borrower shall have paid delivered to Administrative Agent a pro forma Borrowing Base Certificate which shall establish that, as of the Fees payable under Section 3.5.(e). At any time prior Initial Termination Date, the sum of the aggregate principal amount of Revolving Loans, Swing Loans and L/C Obligations outstanding shall not exceed the Borrowing Base (including after giving effect to the effectiveness reduction contained in clause (a) of any such extensionthe definition of “Borrowing Base Value” that shall occur on the Initial Termination Date), upon the Administrative Agent’s request, the and (v) Borrower shall deliver have delivered to the Administrative Agent a certificate which shall establish pro forma compliance with a Consolidated Leverage Ratio of less than or equal to 0.60 to 1.00. Should such extension become effective, the terms and conditions of this Agreement will apply during the extension period, and from and after the chief executive officer or chief financial officer certifying date of such extension, the matters referred to in the immediately preceding clauses (a)(i) and (a)(ii)defined term “Scheduled Termination Date” shall mean December 2, 2020.

Extension of Termination Date. The Borrower may, by notice to Administrative Agent (which shall have the right, exercisable two times, promptly deliver a copy to extend the Termination Date in effect as each of the date each such right is exercised by six months. The Borrower may exercise each such extension right only by executing and delivering to the Administrative Agent, Lenders) given at least 90 thirty (30) days but and not more than 180 ninety (90) days prior to the then current Revolving Credit Termination Date (the “Existing Commitment Termination Date, a written request for such extension (each an “Extension Request”), request that Lenders extend the Existing Commitment Termination Date for one additional one-year period. The Upon the Borrower’s timely delivery of such notice to Administrative Agent shall notify the Lenders each time it receives an Extension Request promptly upon receipt thereof. Subject to satisfaction of the following conditionsand provided, the Termination Date then in effect shall be extended for six months effective upon receipt by the Administrative Agent of an Extension Request and payment of the applicable fee referred to the following clause (b): (a) immediately prior to such extension and immediately after giving effect thereto, that (i) no Default or Event of Default shall exist has occurred and is continuing (both on the date the notice is delivered and on the then Existing Commitment Termination Date), (ii) the Borrower and the Subsidiaries are in compliance with all covenants contained in Section 8 hereof, (iii) all representations and warranties made or deemed made by the Parent, the Borrower and each other Loan Party contained in the Loan Documents to which any of them is a party, Section 6 hereof shall be true and correct in all material respects (except in the case of a representation and or warranty qualified by materiality, materiality in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such extension with the same force notice is delivered and effect as if made on and as of such date the then Existing Commitment Termination Date except to the extent that such for representations and warranties expressly that relate solely to an earlier date (in a prior date, which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation and or warranty qualified by materiality, materiality in which case such representation or warranty shall have been be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents applicable date on which they were made and (biv) the Borrower shall have has paid in immediately available funds the Fees payable under Section 3.5.(e). At any time Extension Fee on or prior to the effectiveness first day of any requested extension period, then the Termination Date shall be extended to the first anniversary of the then Existing Commitment Termination Date. Should the Revolving Credit Termination Date be extended, the terms and conditions of this Agreement will apply during any such extension period, and from and after the date of such extension, upon the Administrative Agent’s request, term Revolving Credit Termination Date shall mean the Borrower shall deliver to last day of the Administrative Agent a certificate from the chief executive officer or chief financial officer certifying the matters referred to in the immediately preceding clauses (a)(i) and (a)(ii)extended term.

Extension of Termination Date. The Borrower shall have the right, exercisable two (2) times, to request that the Administrative Agent and the Lenders agree to extend either or both of the Revolving Termination Date in effect as of the date each such right is exercised and Term Loan Maturity Date by six monthsone year. The Borrower may exercise each such extension right only by executing and delivering to the Administrative Agent, Agent at least 90 days but not more than 180 days prior to the then current Revolving Termination Date and/or Term Loan Maturity Date, as applicable, a written request for such extension (each an “Extension Request”). The Administrative Agent shall notify the Revolving Lenders each time and/or Term Loan Lenders, as applicable, if it receives an Extension Request promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Revolving Termination Date then in effect and/or the Term Loan Maturity Date, as applicable, shall be extended for six months one year effective upon receipt by the Administrative Agent of an the Extension Request and payment of the applicable fee referred to in the following clause (by): (ax) immediately prior to such extension and immediately after giving effect thereto, (iA) no Default or Event of Default shall exist and (iiB) the representations and warranties made or deemed made by the Parent, the Borrower and each or any other Loan Party in the any Loan Documents Document to which any of them such Loan Party is a party, party shall be true and correct in all material respects (except in the case of a representation and or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the effective date of such extension with the same force and effect as if made on and as of such date increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation and or warranty qualified by materiality, in which case such representation or warranty shall have been true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents Documents, and (by) the Borrower shall have paid the Fees payable under Section 3.5.(e3.5.(b). At any time prior to the effectiveness of any such extension, upon the Administrative Agent’s request, the Borrower shall deliver to the Administrative Agent a certificate from the chief executive officer or chief financial officer a Financial Officer certifying the matters referred to in the immediately preceding clauses (a)(ix)(A) and (a)(iix)(B).

Extension of Termination Date. The Borrower shall have the right, exercisable two timesone time, to request that the Agent and the Lenders agree to extend the Termination Date in effect as of the date each such right is exercised by six monthsone year. The Borrower may exercise each such extension right only by executing and delivering to the Administrative Agent, Agent at least 90 days but not more than 180 days prior to the then current Termination Date, a written request for such extension (each an “Extension Request”). The Administrative Agent shall notify the Lenders each time if it receives an Extension Request promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Termination Date then in effect shall be extended for six months one year effective upon receipt by the Administrative Agent of an the Extension Request and payment of the applicable fee referred to in the following clause (bii): (ai) immediately prior to such extension and immediately after giving effect thereto, (ix) no Default or Event of Default shall exist and (iiy) the representations and warranties made or deemed made by the Parent, the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation and or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such extension with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation and warranty qualified by materiality, in which case such representation or warranty shall have been true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents Documents, and (bii) the Borrower shall have paid to the Fees Agent for the account of each Lender a fee equal to 0.20% of the amount of such Lender’s outstanding Loans as of the date of the Extension Request. Such fee shall be due and payable under Section 3.5.(e)in full on the date the Agent receives the Extension Request. At any time prior to the effectiveness of any such extension, upon the Administrative Agent’s request, the Borrower shall deliver to the Administrative Agent a certificate from the chief executive officer or chief financial officer a Responsible Officer certifying the matters referred to in the immediately preceding clauses (a)(ii)(x) and (a)(iii)(y). 1.4 The Loan Agreement is amended by deleting Sections 7.12(a), (b) and (c) in their entireties and replacing them with the following: (a) As soon as available, and in any event within 30 days of the date on which either of the following conditions first applies to any Subsidiary that is not already a Guarantor, the Borrower shall deliver to the Agent each of the following in form and substance satisfactory to the Agent: (i) an Accession Agreement executed by such Subsidiary (or if the Guaranty is not then in effect, the Guaranty executed by such Subsidiary), and (ii) the items that would have been delivered under subsections (iv) through (viii) and (xiv) of Section 5.1.(a) if such Subsidiary had been required to become a Guarantor on the Agreement Date:

Extension of Termination Date. The Borrower shall have the rightmay, exercisable two times, to extend the Termination Date in effect as of the date each such right is exercised by six months. The Borrower may exercise each such extension right only by executing and delivering notice to the Administrative Agent, Agent (which shall promptly deliver a copy to each of the Lenders) given at least 90 thirty (30) days but and not more than 180 ninety (90) days prior to the then current Initial Termination Date, a written request for such extension that Lenders extend the date on which the Revolving Credit Commitments are scheduled to expire hereunder to August 7, 2023 (each an the “Extension RequestExtended Termination Date”). The Administrative Agent shall notify On the Lenders each time it receives an Extension Request promptly upon receipt thereof. Subject Initial Termination Date, such extension will become effective subject to satisfaction the Borrower’s timely delivery of the following conditions, the Termination Date then in effect shall be extended for six months effective upon receipt by such notice to the Administrative Agent of an Extension Request and payment of the applicable fee referred to Extension Fee, and provided that both on the following clause (b): (a) immediately prior to such extension notice delivery date and immediately after giving effect thereto, on the Initial Termination Date (i) no Default or Event of Default shall exist have occurred and be continuing, (ii) the all representations and warranties made or deemed made by the Parent, the Borrower and each other Loan Party contained in the Loan Documents to which any of them is a party, Section 6 hereof shall be true and correct in all material respects (except in the case of a representation and warranty where not already qualified by materialitymateriality or Material Adverse Effect, in which case such representation or warranty shall be true and correct otherwise in all respects) on and as of the date of such extension with the same force and effect as if made on and as of such date Initial Termination Date (except to the extent that such representations and warranties expressly relate solely to an earlier date (date, in which case such representations and warranties shall have been they are true and correct in all material respects (except in the case of a representation and warranty where not already qualified by materialitymateriality or Material Adverse Effect, in which case such representation or warranty shall have been true and correct otherwise in all respects) on and as of such earlier date), (iii) and except the Administrative Agent shall have received an Appraisal for changes in factual circumstances specifically and expressly permitted under any Borrowing Base Property for which an Appraisal has not been completed within the Loan Documents twelve (12) months preceding the Initial Termination Date, and (biv) the Borrower shall have paid delivered to Administrative Agent a pro forma Borrowing Base Certificate which shall establish that, as of the Fees payable under Section 3.5.(e)Initial Termination Date, the sum of the aggregate principal amount of Revolving Loans, Swing Loans and L/C Obligations outstanding shall not exceed the Borrowing Base. At any time prior to Should such extension become effective, the effectiveness terms and conditions of any this Agreement will apply during the extension period, and from and after the date of such extension, upon the Administrative Agent’s requestdefined term “Scheduled Termination Date” shall mean August 7, the Borrower shall deliver to the Administrative Agent a certificate from the chief executive officer or chief financial officer certifying the matters referred to in the immediately preceding clauses (a)(i) and (a)(ii)2023.

Extension of Termination Date. The Subject to the terms of this Section, the Borrower shall have the right, exercisable up to two times, to request that the Administrative Agent and the Lenders extend the Termination Date by six-months in effect as the case of the date each such right is exercised by six monthsextension. The Borrower may exercise each such extension right only by executing and delivering to the Administrative Agent, Agent at least 90 30 days but not more than 180 90 days prior to the then current Termination Date, a written request for such extension (each an “Extension Request”). The Administrative Agent shall notify forward to each Lender a copy of the Lenders each time it receives an Extension Request delivered to the Administrative Agent promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Termination Date then in effect shall be extended for six six-months effective upon receipt by the Administrative Agent of an the Extension Request and payment of the applicable fee referred to in the following clause (bc): (a) immediately prior to such extension and immediately after giving effect thereto, (i) no Default or Event of Default shall exist and exist, (iib) the representations and warranties made or deemed made by the Parent, the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall party would be true and correct in all material respects (except in the case of a representation and or warranty qualified by materiality, in which case such representation or warranty shall will be true and correct in all respects) on and as immediately after giving effect to the requested extension of the date of such extension with the same force and effect as if made on and as of such date Termination Date, except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct accurate in all material respects (except in the case of a representation and or warranty qualified by materiality, in which case such representation or warranty shall have been is true and correct accurate in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents and (bc) the Borrower shall have paid the Fees payable under Section 3.5.(e3.6. (d). At any time prior to the effectiveness of any such extension, upon the Administrative Agent’s request, the Borrower shall deliver to the Administrative Agent a certificate from a Responsible Officer of the chief executive officer or chief financial officer Borrower certifying the matters referred to in the immediately preceding clauses (a)(ia) and (a)(iib).

Extension of Termination Date. The Borrower shall have the right, exercisable two (2) times, to request that the Administrative Agent and the Lenders agree to extend the Termination Term Loan Maturity Date in effect as of the date by two years for each such right is exercised by six monthsextension. The Borrower may exercise each such extension right only by executing and delivering to the Administrative Agent, Agent at least 90 days but not more than 180 days prior to the then current Termination Date, Term Loan Maturity Date a written request for such extension (each an “Extension Request”). The Administrative Agent shall notify the Lenders each time if it receives an Extension Request promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Termination Term Loan Maturity Date then in effect shall be extended for six months two years effective upon receipt by the Administrative Agent of an the Extension Request and payment of the applicable fee referred to in the following clause (by): (ax) immediately prior to such extension and immediately after giving effect thereto, (iA) no Default or Event of Default shall exist and (iiB) the representations and warranties made or deemed made by the Parent, the Borrower and each or any other Loan Party in the any Loan Documents Document to which any of them such Loan Party is a party, party shall be true and correct in all material respects (except in the case of a representation and or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the effective date of such extension with the same force and effect as if made on and as of such date increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation and or warranty qualified by materiality, in which case such representation or warranty shall have been true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents Documents, and (by) the Borrower shall have paid the Fees payable under Section 3.5.(e3.5.(b). At any time prior to the effectiveness of any such extension, upon the Administrative Agent’s request, the Borrower shall deliver to the Administrative Agent a certificate from the chief executive officer or chief financial officer a Financial Officer certifying the matters referred to in the immediately preceding clauses (a)(ix)(A) and (a)(iix)(B).

Extension of Termination Date. At least 30 days but not more than 60 days prior to the Termination Date, the Borrower, by written notice to the Administrative Agent, may request, with respect to the Commitments then outstanding, a single one-year extension of the Termination Date. The Borrower Administrative Agent shall have the right, exercisable two times, to extend promptly notify each Lender of such request and the Termination Date in effect at such time shall, effective as of at the date each such right is exercised by six months. The Borrower may exercise each such extension right only by executing and delivering to Termination Date (the “Extension Date”), be extended for an additional one year period, provided that (i) the Administrative Agent, at least 90 days but Agent shall have received not more later than 180 30 days prior to the then current Termination DateDate a new Appraisal of each Borrowing Base Asset, a written request for such extension (each an “ii) the Borrower shall have paid the Extension Request”). The Fees as described in Section 2.08(e) and (iii) on the Extension Date the following statements shall be true and the Administrative Agent shall notify have received for the Lenders account of each time it receives an Extension Request promptly upon receipt thereof. Subject to satisfaction Lender Party a certificate signed by a Responsible Officer of the following conditionsBorrower, dated the Termination Date then in effect shall be extended for six months effective upon receipt by the Administrative Agent of an Extension Request and payment of the applicable fee referred to the following clause (b): Date, stating that: (a) immediately prior to such extension and immediately after giving effect thereto, (i) no Default or Event of Default shall exist and (ii) the representations and warranties made or deemed made by the Parent, the Borrower and each other Loan Party contained in the Loan Documents to which any of them is a party, shall be Section 4.01 are true and correct in all material respects (except in the case of a representation and warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such extension with the same force and effect as if made on and as of such date Extension Date (except to the extent that such representations and warranties expressly relate solely specifically refer to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation and warranty qualified by materialitydate, in which case such representation or warranty shall have been they are true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents ), and (b) no Default or Event of Default has occurred and is continuing or would result from such extension. In the Borrower shall have paid the Fees payable under event that an extension is effected pursuant to this Section 3.5.(e). At any time prior 2.16 (but subject to the effectiveness provisions of any such extensionSections 2.05, upon the Administrative Agent’s request2.06 and 6.01), the Borrower aggregate principal amount of all Advances shall deliver be repaid in full ratably to the Administrative Agent a certificate from Lenders on the chief executive officer Termination Date as so extended. As of the Extension Date, any and all references in this Agreement, the Notes, if any, or chief financial officer certifying any of the matters referred other Loan Documents to in the immediately preceding clauses (a)(i) and (a)(ii)“Termination Date” shall refer to the Termination Date as so extended.

Extension of Termination Date. At least 30 days but not more than 60 days prior to the Termination Date, the Borrower, by written notice to the Administrative Agent, may request, with respect to the Commitments then outstanding, a single one-year extension of the Termination Date. The Borrower Administrative Agent shall have the right, exercisable two times, to extend promptly notify each Lender of such request and the Termination Date in effect at such time shall, effective as of at the date each such right is exercised by six months. The Borrower may exercise each such extension right only by executing and delivering to Termination Date (the “Extension Date”), be extended for an additional one year period, provided that (i) the Administrative Agent, at least 90 days but Agent shall have received not more later than 180 30 days prior to the then current Termination DateDate a new Appraisal of each Borrowing Base Asset, a written request for such extension (each an “ii) the Borrower shall have paid the Extension Request”). The Fees as described in Section 2.08(d) and (iii) on the Extension Date the following statements shall be true and the Administrative Agent shall notify have received for the Lenders account of each time it receives an Extension Request promptly upon receipt thereof. Subject to satisfaction Lender Party a certificate signed by a Responsible Officer of the following conditionsBorrower, dated the Termination Date then in effect shall be extended for six months effective upon receipt by the Administrative Agent of an Extension Request and payment of the applicable fee referred to the following clause (b): Date, stating that: (a) immediately prior to such extension and immediately after giving effect thereto, (i) no Default or Event of Default shall exist and (ii) the representations and warranties made or deemed made by the Parent, the Borrower and each other Loan Party contained in the Loan Documents to which any of them is a party, shall be Section 4.01 are true and correct in all material respects (except in the case of a representation and warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such extension with the same force and effect as if made on and as of such date Extension Date (except to the extent that such representations and warranties expressly relate solely specifically refer to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation and warranty qualified by materialitydate, in which case such representation or warranty shall have been they are true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents ), and (b) no Default or Event of Default has occurred and is continuing or would result from such extension. In the Borrower shall have paid the Fees payable under event that an extension is effected pursuant to this Section 3.5.(e). At any time prior 2.16 (but subject to the effectiveness provisions of any such extensionSections 2.05, upon the Administrative Agent’s request2.06 and 6.01), the Borrower aggregate principal amount of all Advances shall deliver be repaid in full ratably to the Administrative Agent a certificate from Lenders on the chief executive officer Termination Date as so extended. As of the Extension Date, any and all references in this Agreement, the Notes, if any, or chief financial officer certifying any of the matters referred other Loan Documents to in the immediately preceding clauses (a)(i) and (a)(ii)“Termination Date” shall refer to the Termination Date as so extended.

Extension of Termination Date. The After the occurrence of the Optional Amendment Effective Date, the Borrower and the Gallery Borrower shall have the right, exercisable two timesone time, to extend the Termination Date in effect as of the date each such right is exercised by six monthsone year. The Borrower and the Gallery Borrower may exercise each such extension right only by executing and delivering to the Administrative Agent, Agent at least 90 days but not more than 180 days prior to the then current Termination Date, a written request for such extension (each an “Extension Request”). The Administrative Agent shall notify forward to each Lender a copy of the Lenders each time it receives an Extension Request received by the Administrative Agent promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Termination Date then in effect shall be extended for six months effective upon receipt by one year: (a) on the Administrative Agent date of an delivery of the Extension Request and payment of on the applicable fee referred to date that would otherwise be the following clause (b): (a) immediately prior to such extension and immediately after giving effect theretoTermination Date, (i) no Default or Event of Default shall exist exist, and (ii) the representations and warranties made or deemed made by the Parent, the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation and warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such extension with the same force and effect as if made on and as of such date (except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation and warranty qualified by materiality, in which case such representation or warranty shall have been true and correct in all respects) on and as of such earlier date)) and except for changes in factual circumstances specifically and expressly permitted not prohibited under the Loan Documents and Documents, (b) on the date that would otherwise be the Termination Date, the Corporate Debt Yield shall equal or exceed 10.25%; (c) the Borrower shall have paid the Fees payable under Section 3.5.(e). At any time prior to the effectiveness of any such extension, upon the Administrative Agent’s request, the Borrower shall deliver delivered to the Administrative Agent a certificate from of the chief executive officer or chief financial officer of the Parent certifying in his or her capacity as chief financial officer the matters referred to in the immediately preceding clauses (a)(i) and (a)(iiii) and accompanied by reasonably detailed calculations establishing satisfaction of the condition set forth in the immediately preceding clause (b); (d) the Administrative Agent shall have obtained Appraisals of each Collateral Property as contemplated in Section 3.13(c) and, in consultation with the Borrower, have established a value for each Collateral Property to be provided on the schedule attached to the Base Value Agreement as the “Base Value” of such Collateral Property and update such schedule accordingly; and (e) the Borrower and the Gallery Borrower shall have paid the Fees payable under Section 3.5.(d). Subject to Section 2.8.(a), the Borrower may repay the aggregate principal amount of the Revolving Loans and Term Loans A (or the Gallery Term Loans if the Term Loans A have been paid in full) in an amount sufficient to satisfy the conditions set forth in subsection (b) of this Section 2.13. (f) The Credit Agreement is amended by restating Section 2.15 in its entirety as follows:

Extension of Termination Date. The Borrower shall have the right, exercisable two timesone time, to extend the current Termination Date in effect as of the date each such right is exercised for Revolving Loans and Revolving Commitments by six monthsone year. The Borrower may exercise each such extension right only by executing and delivering to the Administrative Agent, Agent at least 90 days but not more than 180 days prior to the then current applicable Termination Date, a written request for such extension (each an “Extension Request”). The Administrative Agent shall notify the Lenders each time if it receives an Extension Request promptly upon receipt thereof. Subject to satisfaction of the following conditions, the applicable Termination Date then in effect shall be extended for six months one year effective upon receipt by the Administrative Agent of an the Extension Request and payment of the applicable fee referred to in the following clause (bii): (ai) immediately prior to the date of such extension and immediately after giving effect thereto, (ix) no Default or Event of Default shall exist and (iiy) the representations and warranties made or deemed made by the Parent, the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation and warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such extension with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation and warranty qualified by materiality, in which case such representation or warranty shall have been true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted not prohibited under the Loan Documents and (bii) the Borrower shall have paid the Fees payable under Section 3.5.(e3.6.(d). At any time prior to On the effectiveness date of any such extension, upon the Administrative Agent’s request, the Borrower shall deliver to the Administrative Agent a certificate from the chief executive officer or chief financial officer certifying the matters referred to in the immediately preceding clauses (a)(ii)(x) and (a)(iii)(y).

Extension of Termination Date. The Borrower shall have the right, exercisable two timesone time, to request that the Administrative Agent and the Revolving Lenders agree to extend the Termination Date in effect as of the date each such right is exercised by six months. The Borrower may exercise each such extension right only by executing and delivering to the Administrative Agent, Agent at least 90 days but not more than 180 days prior to the then current Termination Date, a written request for such extension (each an “Extension Request”). The Administrative Agent shall notify the Revolving Lenders each time if it receives an Extension Request promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Termination Date then in effect shall be extended for six months effective upon receipt by the Administrative Agent of an the Extension Request and payment of the applicable fee referred to in the following clause (bii): (ai) immediately prior to such extension and immediately after giving effect thereto, (ix) no Default or Event of Default shall exist and (iiy) the representations and warranties made or deemed made by the Parent, the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation and or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such extension with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation and warranty qualified by materiality, in which case such representation or warranty shall have been true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents and (bii) the Borrower shall have paid the Fees payable under Section 3.5.(e). At any time prior to the effectiveness of any such extension, upon the Administrative Agent’s request, the Borrower shall deliver to the Administrative Agent a certificate from the chief executive officer or chief financial officer a Responsible Officer certifying the matters referred to in the immediately preceding clauses (a)(ii)(x) and (a)(iii)(y). (d) The Credit Agreement is amended by deleting the first sentence of Section 2.16 in its entirety and replacing it with the following: The Borrower shall have the right to request increases in the aggregate amount of the Commitments by providing written notice to the Administrative Agent, which notice shall be irrevocable once given; provided, however, that after giving effect to any such increases the aggregate amount of the Commitments shall not exceed $1,450,000,000.00. (e) The Credit Agreement is amended by deleting the Section 3.5(e) in its entirety and replacing it with the following:

Extension of Termination Date. The Borrower shall have the right, exercisable two timesone time, to extend the Termination Date in effect as of the date each such right is exercised by six monthsone year. The Borrower may exercise each such extension right only by executing and delivering to the Administrative Agent, Agent at least 90 days but not more than 180 days prior to the then current Termination Date, a written request for such extension (each an “Extension Request”). The Administrative Agent shall notify the Lenders each time if it receives an Extension Request promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Termination Date then in effect shall be extended for six months one year effective upon receipt by the Administrative Agent of an the Extension Request and payment of the applicable fee referred to in the following clause (b): (a) immediately prior to such extension and immediately after giving effect thereto, (i) no Default or Event of Default shall exist and (ii) the representations and warranties made or deemed made by the Parent, the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation and warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such extension with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation and warranty qualified by materiality, in which case such representation or warranty shall have been true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents and (b) the Borrower shall have paid the Fees payable under Section 3.5.(e). At any time prior to the effectiveness of any such extension, upon the Administrative Agent’s request, the Borrower shall deliver to the Administrative Agent a certificate from the chief executive officer or chief financial officer certifying the matters referred to in the immediately preceding clauses (a)(i) and (a)(ii).

Extension of Termination Date. The Borrower shall have the rightBorrowers may request, exercisable two times, to extend the Termination Date in effect as of the date each such right is exercised by six months. The Borrower may exercise each such extension right only by executing and delivering written notice to the Administrative Agent, (i) at least 90 30 days but not more than 180 the day occurring 60 days and one year prior to the then current Termination Date, a written request for such six-month extension of the Termination Date with respect to the Commitments then outstanding and (each ii) thereafter, an additional six-month extension provided at least 30 days but not more than the day occurring 60 days and one year prior to the Termination Date (as extended pursuant to clause (i) of this sentence) (each, an “Extension Request”). The Administrative Agent shall promptly notify the Lenders each time it receives an Lender of such Extension Request promptly upon receipt thereof. Subject to satisfaction of the following conditions, and the Termination Date then in effect shall at such time shall, effective as of the applicable Extension Date (as defined below), be extended for six months effective upon receipt by an additional six-month period, provided that, on such Extension Date (a) the Administrative Agent of an Extension Request and shall have received payment in full of the applicable extension fee referred to set forth in Section 2.08(d) and (b) the following clause (b): (a) immediately prior to such extension statements shall be true and immediately after giving effect theretothe Administrative Agent shall have received for the benefit of each Lender Party a certificate signed by a duly authorized officer of the Operating Partnership, dated the applicable Extension Date, stating that: (i) no Default or Event of Default shall exist and (ii) the representations and warranties made or deemed made by the Parent, the Borrower and each other Loan Party contained in the Loan Documents to which any of them is a party, shall be Section 4.01 are true and correct in all material respects (except in the case of a representation and warranty unless qualified by materialityas to materiality or Material Adverse Effect, in which case such representation or warranty representations and warranties shall be true and correct in all respects) on and as of the date of such extension with the same force and effect as if made on and as of such date Extension Date (except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct accurate in all material respects (except in the case of a representation and warranty qualified by materiality, in which case such representation or warranty shall have been true and correct in all respects) , as applicable, on and as of such earlier date)), and (ii) no Default has occurred and except for changes is continuing or would result from such extension. “Extension Date” means, in factual circumstances specifically and expressly permitted under the Loan Documents case of each extension option, the first date after the delivery by the Borrowers of the related Extension Request that the conditions set forth in clauses (a) and (b) above are satisfied. In the Borrower event that an extension is effected pursuant to this Section 2.16, the aggregate principal amount of all Advances shall have paid the Fees payable under Section 3.5.(e). At any time prior be repaid in full ratably to the effectiveness Lenders on the Termination Date as so extended. As of the Extension Date, any such extension, upon and all references in this Agreement or any of the Administrative Agent’s request, the Borrower shall deliver other Loan Documents to the Administrative Agent a certificate from “Termination Date” shall refer to the chief executive officer or chief financial officer certifying the matters referred to in the immediately preceding clauses (a)(i) and (a)(ii)Termination Date as so extended.

Extension of Termination Date. (a) The Borrower shall have the right, exercisable two timesno more than twice, to extend request an extension of the current Termination Date in effect as of the date each such right is exercised by six monthsone year. The Borrower may exercise each such extension right only by executing and delivering to the Administrative Agent, Agent at least 90 days 60 days, but not no more than 180 days 90 days, prior to any anniversary of the then current Termination Closing Date commencing with the first anniversary thereof (the “Extension Date”), a written request for such extension (each an “Extension Request”). The Administrative Agent shall notify forward to each Lender a copy of the Lenders each time it receives an Extension Request delivered to the Agent promptly upon receipt thereof. Subject LEGAL02/33561677v8 Borrower understands that this Section has been included in this Agreement for Borrower’s convenience in requesting an extension and acknowledges that none of Lenders nor Agent has promised (either expressly or impliedly), nor has any obligation or commitment whatsoever, to satisfaction of the following conditions, extend the Termination Date then in effect at any time. If the Required Lenders shall be extended for six months effective upon receipt by have notified Agent on or prior to the Administrative Agent of an date which is 30 days prior to the Extension Request and payment of the applicable fee referred Date that they accept such Extension Request, then, subject to the following clause (b): (a) immediately prior to such extension and immediately after giving effect thereto, conditions on the Extension Date (i) no Default or Event of Default shall exist and (ii) the representations and warranties made or deemed made by the Parent, the Borrower and each other Loan Party in the Loan Documents to which any of them is a partyDocuments, shall be true and correct in all material respects (except in the case of a representation and warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such extension with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation and warranty qualified by materiality, in which case such representation or warranty shall have been true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted not prohibited under the Loan Documents and Documents, the Termination Date shall be extended for one year with respect to the Commitment of each Lender accepting such Extension Request. If any Lender shall not have notified Agent on or prior to the date which is 30 days prior to the Extension Date that it accepts such Extension Request (or it expressly rejects such Extension Request), then the Termination Date shall not be extended with respect to the Commitment of such rejecting Lender (each such Lender a “Rejecting Lender”). The Agent shall promptly notify Borrower whether the Extension Request has been accepted or rejected as well as which Lender or Lenders rejected Borrower’s Extension Request. (b) Notwithstanding the preceding subsection, if the Borrower receives notification from the Agent that an Extension Request has been rejected by a Rejecting Lender (a “Notice of Rejection”), and provided that the aggregate amount of Commitments of the Rejecting Lenders does not exceed 50% of the aggregate amount of Commitments then outstanding, then the Borrower may, at its sole expense and effort, upon prior written notice to such Rejecting Lender and the Agent, require such Rejecting Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 7.05(b)), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Borrower shall have paid received the Fees payable under Section 3.5.(e). At any time prior written consent of the Agent, which consent shall not unreasonably be withheld, (ii) such Rejecting Lender shall have received payment of an amount equal to the effectiveness outstanding principal of any its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such extension, upon the Administrative Agent’s request, outstanding principal and accrued interest and fees) or the Borrower shall deliver to the Administrative Agent a certificate from the chief executive officer or chief financial officer certifying the matters referred to (in the immediately preceding clauses (a)(icase of all other amounts) and (a)(ii)iii) such assignee consents to the Extension Request.

Extension of Termination Date. The Borrower shall have the right, exercisable two times, to extend the Termination Date in effect as of the date each such right is exercised by six months. The Borrower may exercise each such extension right only by executing and delivering Upon written notice to the Administrative Agent, Lender in the form attached as Schedule 2.7(a) at least 90 thirty (30) days (but not more than 180 days sixty (60) days) prior to the then current Termination Date, a written request for such extension (each an “Extension Request”). The Administrative Agent shall notify the Lenders each time it receives an Extension Request promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Termination Date then in effect shall effect, the Borrowers may request that such Termination Date be extended for six months effective upon receipt an additional 364 days. 2 The Lender shall notify the Borrowers in writing in the form attached as Schedule 2.7(b) at least fourteen (14) days prior to such Termination Date of the decision of the Lender as to whether to extend the Termination Date. Failure by the Administrative Agent Lender to give such notice shall constitute refusal by the Lender to extend the Termination Date." 4. Notwithstanding the execution of an Extension Request and payment this Amendment, all of the applicable fee referred indebtedness evidenced by the Note shall remain in full force and effect, as modified hereby, nothing contained in this Amendment shall be construed to constitute a novation of the following clause (b): indebtedness evidenced by the Note or to release, satisfy, discharge, terminate or otherwise affect or impair in any manner whatsoever (a) immediately prior to such extension and immediately after giving effect thereto, the validity or enforceability of the indebtedness evidenced by the Note; (i) no Default or Event of Default shall exist and (iib) the representations liens, security interests, assignments and warranties made or deemed made conveyances effected by the ParentAgreement or the Loan Documents, or the Borrower and each priority thereof; (c) the liability of any maker, endorser, surety, guarantor or other person that may now or hereafter be liable under or on account of the Note or the Agreement or the Loan Party Documents; or (d) any other security or instrument now or hereafter held by the Lender as security for or as evidence of any of the above-described indebtedness. 5. All references in the Loan Documents to which any "Credit Agreement" shall refer to the Agreement as amended by this Amendment, and as the Agreement may be further amended from time to time. 6. The Borrowers hereby certify that the organizational documents of them is a partythe Borrowers have not been amended since October 27, shall be 1995. 7. The Borrowers hereby represent and warrant to the Lender that all representations and warranties contained in the Agreement are true and correct in all material respects (except in the case of a representation and warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date hereof; and the Borrowers hereby certify that no Event of such extension with Default nor any event that, upon notice or lapse of time or both, would constitute an Event of Default, has occurred and is continuing. 8. Except as hereby amended, the same Agreement shall remain in full force and effect as if made on written. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, and as all of such date except which when taken together shall constitute one and the same instrument. The covenants and agreements contained in this Amendment shall apply to and inure to the extent that such representations benefit of and warranties expressly relate solely be binding upon the parties hereto and their respective successors and permitted assigns. 9. Nothing contained herein shall be construed as a waiver, acknowledgment or consent to an earlier date (in which case such representations any breach of or Event of Default under the Agreement and warranties shall have been true and correct in all material respects (except in the case of a representation and warranty qualified by materiality, in which case such representation or warranty shall have been true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents and (b) not expressly waived, acknowledged or consented to previously by the Borrower Lender in writing. 10. This Amendment shall have paid be governed by the Fees payable under Section 3.5.(e). At any time prior to laws of the effectiveness State of any such extension, upon the Administrative Agent’s request, the Borrower shall deliver to the Administrative Agent a certificate from the chief executive officer or chief financial officer certifying the matters referred to in the immediately preceding clauses (a)(i) and (a)(ii)Alabama.

Extension of Termination Date. The Borrower shall have the right, exercisable two times, to extend the Termination Date in effect as of the date each such right is exercised by six months. The Borrower may exercise each such extension right only by executing and delivering to the Administrative Agent, at At least 90 days but not more than 180 120 days prior to the then current Termination Date in respect of the Revolving Credit Facility or the Term Loan Facility, the Borrower, by written notice to the Administrative Agent, may request, with respect to either or both Facilities, a single consecutive twelve-month extension of the applicable Termination Date, a written request for such extension (each an “Extension Request”). The Administrative Agent shall promptly notify the Lenders each time it receives an Extension Request promptly upon receipt thereof. Subject to satisfaction Lender of the following conditions, such request and the Termination Date then in respect of the Revolving Credit Facility and/or the Term Loan Facility, as applicable, in effect shall at such time shall, effective as at such Termination Date (the “Extension Date”), be extended for six months effective upon receipt by an additional twelve-month period, provided that the Borrower shall have paid the Extension Fees as described in Section 2.08(d), and on the applicable Extension Date the following statements shall be true and the Administrative Agent shall have received for the account of an Extension Request and payment each Lender a certificate signed by a Responsible Officer of the applicable fee referred to Borrower, dated the following clause (b): (a) immediately prior to such extension and immediately after giving effect theretoExtension Date, stating that: (i) no Default or Event of Default shall exist and (ii) the representations and warranties made of any Loan Party contained in Article IV or deemed made by the Parent, the Borrower and each any other Loan Party Document, or which are contained in the Loan Documents to which any of them is a partydocument furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects on and as of the Extension Date, both before and after giving effect to such extension (except in to the case of a representation and warranty qualified by materiality, in which case such extent that any representation or warranty that is qualified by materiality shall be true and correct in all respects) on and as of the date of such extension with the same force and effect as if made on and as of such date Extension Date, except to the extent that such representations and warranties expressly relate solely specifically refer to an earlier date (date, in which case such representations and warranties they shall have been be true and correct in all material respects (except in the case of a representation and warranty or, if qualified by materiality, in which case such representation or warranty shall have been true and correct in all respects) on and as of such earlier date, and except that for purposes of this Section 2.16, the representations and warranties contained in Section 4.01(g) shall be deemed to refer to the most recent statements furnished pursuant to Sections 5.03(b) and except for changes in factual circumstances specifically (c), respectively, and expressly permitted under (ii) no Default or Event of Default has occurred and is continuing, or would result from such extension; and (c) the Loan Documents and (b) Parties are in compliance with the Borrower shall have paid the Fees payable under covenants contained in Section 3.5.(e). At any time prior to the effectiveness of any 5.04 immediately before and, on a pro forma basis, immediately after such extension, upon together with supporting information demonstrating such compliance. In the Administrative Agent’s requestevent that an extension of the Revolving Credit Facility, the Borrower shall deliver Term Loan Facility or both Facilities is effected pursuant to this Section 2.16 (but subject to the Administrative Agent a certificate from provisions of Sections 2.05, 2.06 and 6.01), the chief executive officer aggregate principal amount of all Revolving Credit Advances and/or Term Loan Advances, as the case may be, shall be repaid in full ratably to the Lenders on the Termination Date of such Facility as so extended. As of an Extension Date, any and all references in this Agreement, the Revolving Notes, if any, the Term Loan Notes, if any, or chief financial officer certifying any of the matters referred other Loan Documents to the “Termination Date” with respect to the Revolving Credit Commitments or the Revolving Credit Facility and/or the Term Loan Facility, as applicable, shall refer to the Termination Date in respect of the immediately preceding clauses (a)(i) and (a)(ii)Revolving Credit Facility and/or the Term Loan Facility, as the case may be, as so extended.

Extension of Termination Date. The Borrower shall have the right, exercisable two timesone time, to extend the Termination Date in effect as with respect to any Class of the date each such right is exercised Loans by six monthsone year. The Borrower may exercise each such extension right only by executing and delivering to the Administrative Agent, Agent and each Lender at least 90 60 days but not more than 180 days prior to the then current Termination DateDate for such Class of Loans, a written request for notice of such extension (each an “Extension RequestNotice”). The Administrative Agent shall notify the Lenders each time it receives an Extension Request promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Termination Date then in effect with respect to such Class of Loans shall be extended for six months one year effective upon receipt by the Administrative Agent of an the Extension Request Notice and payment of the applicable fee referred to in the following clause (by): (av) immediately prior to such extension and immediately after giving effect thereto, (iA) no Default or Event of Default shall exist and (iiB) the representations and warranties made or deemed made by the Parent, the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation and or warranty qualified by materialitymateriality or Material Adverse Effect or similar language, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such extension with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation and or warranty qualified by materialitymateriality or Material Adverse Effect or similar language, in which case such representation or warranty shall have been be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents and Documents, (bw) the Borrower shall have paid the Fees payable under Section 3.5.(e3.5.(d)., (x) (i) the Borrower shall have delivered duly executed copies of such additional documents (including without limitation, amendments to the Security Documents) as the Administrative Agent may reasonably request and the Borrower shall pay the cost of any mortgages, Title Policy or any endorsement or update thereto, (ii) a new Appraisal of the Borrowing Base Properties shall have been completed (which Appraisal shall be engaged by the Administrative Agent (at the expense of the Borrower) and subject to satisfactory review and approval of the Administrative Agent and the Initial Lenders), (iii) the Borrower shall have paid any and all costs, fees, taxes, assessments or charges required to be paid in connection therewith the deliveries under the foregoing clauses (i) and (ii), and (iv) all insurance coverage updates shall have been delivered to the Administrative Agent or any applicable Lender, including, but not limited to, flood insurance coverage (including contents coverage, as applicable), as the Administrative Agent or any Lender shall require, (y) the Aggregate Outstanding Balance shall be less than or equal to an amount equal to 50% of the aggregate as-is Appraised Value of all Borrowing Base Properties and (z) Adjusted Borrowing Base NOI shall be in an amount sufficient to produce a Minimum Implied Debt Service Ratio of not less than 2.00 to 1.00. At any time prior to the effectiveness of any such extension, upon the Administrative Agent’s request, the Borrower shall deliver to the Administrative Agent a certificate in form and substance acceptable to the Administrative Agent from either (i) any two of the following officers of the Parent (A) the chief executive officer or officer, (B) the chief financial officer or (C) the chief accounting officer, or (ii) the vice president of capital markets of the Parent and any one of the following officers of the Parent (A) the chief executive officer, (B) the chief financial officer or (C) the chief accounting officer, certifying the matters referred to in the immediately preceding clauses (a)(iv)(A), (v)(B), (y) and (a)(iiz).

Extension of Termination Date. The Borrower Borrowers shall have the right, exercisable two timesone time, to extend the Termination Date in effect as of the date each such right is exercised by six monthsone year. The Borrower Borrowers may exercise each such extension right only by the Borrower Representative executing and delivering to the Administrative Agent, Agent at least 90 days but not more than 180 days prior to the then current Termination Date, a written request for such extension (each an “Extension Request”). The Administrative Agent shall notify forward to each Lender a copy of the Lenders each time it receives an Extension Request delivered to the Administrative Agent promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Termination Date then in effect shall be extended for six months one year effective upon receipt by of the Administrative Agent of an Extension Request and payment of the applicable fee referred to in the following clause (b): (a) immediately prior to such extension and immediately after giving effect thereto, (i) no Default or Event of Default shall exist and no Default under any of subsections (a), (e) or (f) of Section 10.1. shall exist and (ii) the representations and warranties made or deemed made by the Parent, the each Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation and or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such extension with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation and or warranty qualified by materiality, in which case such representation or warranty shall have been be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted not prohibited under the Loan Documents and (b) the Borrower Borrowers shall have paid the Fees payable under Section 3.5.(e). At any time prior to the effectiveness of any such extension, upon the Administrative Agent’s request, the Borrower shall deliver to the Administrative Agent a certificate from the chief executive officer or chief financial officer certifying the matters referred to in the immediately preceding clauses (a)(i) and (a)(ii3.5.(d).

Extension of Termination Date. The Borrower shall have the right, exercisable two times, may elect to extend the Termination Date in effect as for a term of twelve (12) months up to two (2) times (each, an Extension Term”), subject to the following terms and conditions: (a) the Borrower shall have given the Agent written notice of the date each such right is exercised Borrower’s exercise of the Extension Term option by six months. The Borrower may exercise each such extension right only delivering a Request for Extension Term in a form approved by executing the Agent no earlier than ninety (90) days, and delivering to the Administrative Agent, at least 90 days but not more than 180 days prior to thirty (30) days, before the then current Termination Date, a written request for such extension (each an “Extension Request”). The Administrative Agent shall notify or the Lenders each time it receives an Extension Request promptly upon receipt thereof. Subject to satisfaction of the following conditionsextended Termination Date, the Termination Date then in effect shall be extended for six months effective upon receipt by the Administrative Agent of an Extension Request and payment of the applicable fee referred to the following clause as applicable; (b): (a) immediately prior to such extension and immediately after giving effect thereto, (i) no Default or Event of Default shall exist and as of the date of the notice required in subsection (iia) above, as of the Termination Date, or as of the extended Termination Date, as applicable; (c) all representations and warranties made contained in Section 5 of this Agreement shall be true and accurate in all material respects at the Termination Date or deemed made by the Parentextended Termination Date, as applicable (except to the Borrower and each other Loan Party extent that any such representation or warranty (i) relates to a specific earlier date, in the Loan Documents to which any of them is a party, case such representation or warranty shall be true and correct in all material respects as of such earlier date, or (except in the case of a representation and warranty ii) is already qualified by materialitymateriality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects); (d) on and as of the Borrower shall have delivered to the Agent an updated Beneficial Ownership Certification, if there have been any changes in relation to the Borrower since the date of such extension with delivery of the same force and effect as if made on and as of such date except Beneficial Ownership Certification previously delivered to the extent that such representations and warranties expressly relate solely to an earlier date Agent; and (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation and warranty qualified by materiality, in which case such representation or warranty shall have been true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents and (be) the Borrower shall have paid to the Fees Agent (to be shared by the Lenders based on the Pro Rata Share of each Lender not including a Defaulting Lender) an extension fee equal to 0.05% of the Commitments in effect on the extension date, which fee shall be payable under Section 3.5.(e). At any time on or prior to the effectiveness of any such extensionTermination Date or the extended Termination Date, upon as applicable. If the Administrative Agent’s requestAgent determines in its reasonable discretion that the conditions to extension have been satisfied, the Agent shall so notify the Borrower and the Lenders and so long as no Default or Event of Default exists (as set forth in (b) above), the Termination Date shall deliver be extended as provided herein without further action by any party. In connection with any extension of the Termination Date, the Borrower, the Agent, and the Lenders may make such amendments to this Agreement as the Administrative Agent a certificate from determines to be reasonably necessary to evidence the chief executive officer or chief financial officer certifying the matters referred to in the immediately preceding clauses (a)(i) and (a)(ii)extension.

Extension of Termination Date. The Borrower shall have the right, exercisable up to two times, to extend the Termination Date then in effect as for all or a portion of the date then outstanding Loans, in each such right is exercised instance, by six (6) months. The Borrower may exercise each such extension right only by executing and delivering to the Administrative Agent, Agent at least 90 45 days but not more than 180 120 days prior to the then current Termination Date, a written request for such extension and the aggregate amount of the Loans as to which such extension is being requested, which aggregate amount shall be in a minimum amount of $50,000,000 and in an integral multiple of $5,000,000 in excess of that amount in the aggregate (each an “Extension Request”). The Administrative Agent shall notify the Lenders each time if it receives an Extension Request promptly upon receipt thereof. Subject to satisfaction of the following conditions, the then current Termination Date then in effect shall be extended for six (6) months effective upon receipt by the Administrative Agent of an Extension Request and payment of the applicable fee amounts referred to in the following clause (by): (ax) immediately prior to such extension and immediately after giving effect thereto, (iA) no Default or Event of Default shall exist and (iiB) the representations and warranties made or deemed made by the Parent, the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation and warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such extension with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation and warranty qualified by materiality, in which case such representation or warranty shall have been true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted or resulting from transactions not prohibited under the Loan Documents and (by) the Borrower shall have paid the Fees fees payable under Section 3.5.(e)3.5.(c) and repaid the outstanding principal amount of any portion of the Loans as to which such extension is not being requested. At any time prior to the effectiveness of any such extension, upon the Administrative Agent’s request, the Borrower shall deliver to the Administrative Agent a certificate from the chief executive officer or chief financial officer certifying the matters referred to in the immediately preceding clauses (a)(ix)(A) and (a)(iix)(B).

Extension of Termination Date. The Borrower shall have the right, exercisable two timesone time, to extend the Termination Date in effect as of the date each such right is exercised by six monthsone year. The Borrower may exercise each such extension right only by executing and delivering to the Administrative Agent, Agent at least 90 days but not more than 180 days prior to the then current Termination Date, a written request for such extension (each an “Extension Request”). The Administrative Agent shall notify forward to each Lender a copy of the Lenders each time it receives an Extension Request delivered to the Agent promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Termination Date then in effect shall be extended LEGAL02/34146022v6 for six months effective upon receipt by the Administrative Agent of an Extension Request and payment of the applicable fee referred to the following clause (b): one year: (a) immediately prior to such extension and immediately after giving effect thereto, (i) no Default or Event of Default shall exist and (ii) the representations and warranties made or deemed made by the Parent, the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, party shall be true and correct in all material respects (except in to the case of a representation and warranty extent otherwise qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such extension with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in to the case of a representation and warranty extent otherwise qualified by materiality, in which case such representation or warranty shall have been true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted not prohibited under the Loan Documents and (b) the Borrower shall have paid the Fees payable under Section 3.5.(e3.6.(a). At any time prior to the effectiveness of any such extension, upon the Administrative Agent’s request, the Borrower shall deliver to the Administrative Agent a certificate from the chief executive financial officer or chief financial officer treasurer certifying the matters referred to referenced in the immediately preceding clauses (a)(ia) and (a)(iib). (d) The Term Loan Agreement is amended by restating Section 3.6. in its entirety as follows:

Extension of Termination Date. The Borrower shall have the right, exercisable two times, to extend the Termination Date in effect as of the date each such right is exercised by six months. The Borrower may exercise each such extension right only by executing and delivering to the Administrative Agent, at At least 90 days but not more than 180 120 days prior to the then current Termination Date in respect of the Revolving Credit Facility or the Term Loan Facility, the Borrower, by written notice to the Administrative Agent, may request, with respect to either or both Facilities, a single consecutive twelve-month extension of the applicable Termination Date, a written request for such extension (each an “Extension Request”). The Administrative Agent shall promptly notify the Lenders each time it receives an Extension Request promptly upon receipt thereof. Subject to satisfaction Lender of the following conditions, such request and the Termination Date then in respect of the Revolving Credit Facility and/or the Term Loan Facility, as applicable, in effect shall at such time shall, effective as at such Termination Date (the “Extension Date”), be extended for six months effective upon receipt by an additional twelve-month period, provided that the Borrower shall have paid the Extension Fees as described in Section 2.08(d), and on the applicable Extension Date the following statements shall be true and the Administrative Agent shall have received for the account of an Extension Request and payment each Lender a certificate signed by a Responsible Officer of the applicable fee referred to Borrower, dated the following clause (b): (a) immediately prior to such extension and immediately after giving effect theretoExtension Date, stating that: (i) no Default or Event of Default shall exist and (ii) the representations and warranties made of any Loan Party contained in Article IV or deemed made by the Parent, the Borrower and each any other Loan Party Document, or which are contained in the Loan Documents to which any of them is a partydocument furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects on and as of the Extension Date, both before and after giving effect to such extension (except in to the case of a representation and warranty qualified by materiality, in which case such extent that any representation or warranty that is qualified by materiality shall be true and correct in all respects) on and as of the date of such extension with the same force and effect as if made on and as of such date Extension Date, except to the extent that such representations and warranties expressly relate solely specifically refer to an earlier date (date, in which case such representations and warranties they shall have been be true and correct in all material respects (except in the case of a representation and warranty or, if qualified by materiality, in which case such representation or warranty shall have been true and correct in all respects) on and as of such earlier date, and except that for purposes of this Section 2.16, the representations and warranties contained in Section 4.01(g) shall be deemed to refer to the most recent statements furnished pursuant to Sections 5.03(b) and except for changes in factual circumstances specifically (c), respectively, and expressly permitted under (ii) no Default or Event of Default has occurred and is continuing, or would result from such extension; and (c) the Loan Documents and (b) Parties are in compliance with the Borrower shall have paid the Fees payable under covenants contained in Section 3.5.(e). At any time prior to the effectiveness of any 5.04 immediately before and, on a pro forma basis, immediately after such extension, upon together with supporting information demonstrating such compliance. In the Administrative Agent’s requestevent that an extension of the Revolving Credit Facility, the Borrower shall deliver Term Loan Facility or both Facilities is effected pursuant to this Section 2.16 (but subject to the Administrative Agent a certificate from provisions of Sections 2.05, 2.06 and 6.01), the chief executive officer aggregate principal amount of all Revolving Credit Advances and/or Term Loan Advances, as the case may be, shall be repaid in full ratably to the Lenders on the Termination Date of such Facility as so extended. As of an Extension Date, any and all references in this Agreement, the Revolving Notes, if any, the Term Notes, if any, or chief financial officer certifying any of the matters referred other Loan Documents to the “Termination Date” with respect to the Revolving Credit Commitments or the Revolving Credit Facility and/or the Term Loan Facility, as applicable, shall refer to the Termination Date in respect of the immediately preceding clauses (a)(i) and (a)(ii)Revolving Credit Facility and/or the Term Loan Facility, as the case may be, as so extended.

Extension of Termination Date. The Borrower shall have the right(a) Not earlier than 60 days prior to, exercisable two timesnor later than 45 days prior to, to extend the Termination Date in effect as each anniversary of the date each such right is exercised by six months. The Closing Date, the Borrower may exercise each such extension right only request by executing and delivering written notice made to the Administrative Agent, at least 90 days but not more than 180 days prior to Agent (who shall promptly notify the then current Lenders) a one year extension of the Termination Date, . Such request shall include a written request for such extension (each an “Extension Request”). The Administrative Agent shall notify the Lenders each time it receives an Extension Request promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Termination Date then in effect shall be extended for six months effective upon receipt certificate signed by the Administrative Agent of an Extension Request and payment of the applicable fee referred to the following clause (b): (a) immediately prior to such extension and immediately after giving effect thereto, a Responsible Officer stating that (i) no Default or Event of Default shall exist and (ii) the representations and warranties made or deemed made by the Parent, the Borrower and each other Loan Party contained in the Loan Documents to which any of them is a party, shall be Article V are true and correct in all material respects (except in the case of a representation and warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such extension with certificate and (ii) no Default or Event of Default exists. Each Lender shall notify the same force and effect as if made on and as Administrative Agent by written notice whether it consents to or declines such request within 30 Business Days of such date except notice. Any Lender not responding within the above time period shall be deemed to have not consented to extending the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in Termination Date. The Administrative Agent shall, after receiving the notifications from all material respects (except in of the case of a representation and warranty qualified by materiality, in which case such representation Lenders or warranty shall have been true and correct in all respects) on and as the expiration of such earlier date) period, whichever is earlier, notify the Borrower and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents and Lenders of the results thereof. (b) If any Lender declines, or is deemed to have declined, to consent to such request for extension (a “Declining Lender”), the Borrower shall have paid the Fees payable under may cause any Declining Lender to be removed and/or replaced as a Lender pursuant to Section 3.5.(e). At 10.16. (c) If, after giving effect to any time prior removals or replacements of Lenders pursuant to the effectiveness prior subsection, all Lenders have consented to extending the Termination Date, it shall be extended for 364 days, effective as of any date to be determined by the Administrative Agent and the Borrower (the “Effective Date”), and the Administrative Agent shall promptly notify the Lenders thereof. As a condition precedent to such extension, upon the Administrative Agent’s request, the Borrower shall deliver to the Administrative Agent on or prior to the Effective Date, in form and substance satisfactory to the Administrative Agent: (i) corporate resolutions and incumbency certificates of the Borrower dated as of the Effective Date approving such extension in sufficient copies for each Lender, (ii) a certificate from signed by a Responsible Officer of the chief executive officer or chief financial officer certifying Borrower of the matters type referred to in the immediately preceding clauses (a)(i) Section 4.1(a)(viii), and (a)(iiiii) new or amended Notes for any new or affected Lender reflecting such new or revised Commitments. The Administrative Agent shall distribute an amended Schedule 2.1 (which shall thereafter be incorporated into this Agreement), to reflect any changes in Lenders, the Commitments and each Lender’s Pro Rata Share thereof.

Extension of Termination Date. The Borrower shall have the right, exercisable two timesone time, to request that the Administrative Agent and the Lenders extend the Termination Date in effect as of the date each such right is exercised by six monthsone year. The Borrower may exercise each such extension right only by executing and delivering to the Administrative Agent, Agent at least 90 30 days but not more than 180 90 days prior to the then current Termination Date, a written request for such extension (each an “Extension Request”). The Administrative Agent shall notify the Lenders each time if it receives an Extension Request promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Termination Date then in effect shall be extended for six months one year effective upon receipt by the Administrative Agent of an the Extension Request and payment of the applicable fee referred to in the following clause (be): (a) immediately prior to such extension and immediately after giving effect thereto, (i) no Default or Event of Default shall exist and (ii) the representations and warranties made or deemed made by the ParentREIT Guarantor, the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation and or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such extension with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation and or warranty qualified by materiality, in which case such representation or warranty shall have been be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents Documents, (b) at least one time during period from September 4, 2016 through September 4, 2017, the balance of all outstanding Revolving Loans shall have equaled $0 for a period of no less than 15 consecutive days, (c) the REIT Guarantor and the Borrower have been and shall be, as applicable, in compliance with the covenants contained in clauses (a) and (bc) of Section 9.1., (d) if ▇▇▇▇▇ Fargo is the sole Lender hereunder, the amount of the Commitment of ▇▇▇▇▇ Fargo shall be less than or equal to $25,000,000 and (e) the Borrower shall have paid the Fees payable under Section 3.5.(e3.5.(d). At any time prior to the effectiveness of any such extension, upon the Administrative Agent’s request, the Borrower shall deliver to the Administrative Agent a certificate from the chief executive officer or chief financial officer an Authorized Officer certifying the matters referred to in the immediately preceding clauses (a)(ia), (b) and (a)(iic).

Extension of Termination Date. The Borrower shall have the right, exercisable two timesone time, to request that the Administrative Agent and the Lenders agree to extend the Revolving Termination Date in effect as of the date each such right is exercised by six monthsa five month period. The Borrower may exercise each such extension right only by executing and delivering to the Administrative Agent, Agent at least 90 30 days but not more than 180 days prior to the then current Revolving Termination Date, a written request for such extension (each an “Extension Request”). The Administrative Agent shall notify the Revolving Lenders each time if it receives an Extension Request promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Revolving Termination Date then in effect shall be extended for six five months effective upon receipt by the Administrative Agent of an the Extension Request and payment of the applicable fee referred to in the following clause (by): (ax) immediately prior to such extension and immediately after giving effect thereto, (iA) no Default or Event of Default shall exist and (iiB) the representations and warranties made or deemed made by the Parent, the Borrower and each or any other Loan Party in the any Loan Documents Document to which any of them such Loan Party is a party, party shall be true and correct in all material respects (except in the case of a representation and or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the effective date of such extension with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation and or warranty qualified by materiality, in which case such representation or warranty shall have been true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents Documents, and (by) the Borrower shall have paid the Fees payable under Section 3.5.(e3.5.(b). At any time prior to the effectiveness of any such extension, upon the Administrative Agent’s request, the Borrower shall deliver to the Administrative Agent a certificate from the chief executive officer or chief financial officer a Financial Officer certifying the matters referred to in the immediately preceding clauses (a)(ix)(A) and (a)(iix)(B).

Extension of Termination Date. The Subject to the terms of this Section, the Borrower shall have the right, exercisable up to two times, to request that the Administrative Agent and the Lenders extend the Termination Date by six-months in effect as the case of the date each such right is exercised by six monthsextension. The Borrower may exercise each such extension right only by executing and delivering to the Administrative Agent, Agent at least 90 30 days but not more than 180 90 days prior to the then current Termination Date, a written request for such extension (each an “Extension Request”). The Administrative Agent shall notify forward to each Lender a copy of the Lenders each time it receives an Extension Request delivered to the Administrative Agent promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Termination Date then in effect shall be extended for six six-months effective upon receipt by the Administrative Agent of an the Extension Request and payment of the applicable fee referred to in the following clause (bc): (a) immediately prior to such extension and immediately after giving effect thereto, (i) no Default or Event of Default shall exist and exist, (iib) the representations and warranties made or deemed made by the Parent, the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall party would be true and correct in all material respects (except in the case of a representation and or warranty qualified by materiality, in which case such representation or warranty shall will be true and correct in all respects) on and as immediately after giving effect to the requested extension of the date of such extension with the same force and effect as if made on and as of such date Termination Date, except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct accurate in all material respects (except in the case of a representation and or warranty qualified by materiality, in which case such representation or warranty shall have been is true and correct accurate in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents and (bc) the Borrower shall have paid the Fees payable under Section 3.5.(e3.6. (d). At any time prior to the effectiveness of any such extension, upon the Administrative Agent’s request, the Borrower shall deliver to the Administrative Agent a certificate from a Responsible Officer of the chief executive officer or chief financial officer Borrower certifying the matters referred to in the immediately preceding clauses (a)(ia) and (a)(iib). (g) The Credit Agreement is further amended by replacing the reference to “$1,000,000,000” in Section 2.14. thereof with “$1,600,000,000”. (h) The Credit Agreement is further amended by restating Section 3.6.(d) thereof in its entirety to read as follows:

Extension of Termination Date. The Subject to the terms of this Section, the Borrower shall have the right, exercisable up to two times, to request that the Administrative Agent and the Lenders extend the Termination Date by six-months in effect as the case of the date each such right is exercised by six monthsextension. The Borrower may exercise each such extension right only by executing and delivering to the Administrative Agent, Agent at least 90 30 days but not more than 180 90 days prior to the then current Termination Date, a written request for such extension (each an “Extension Request”). The Administrative Agent shall notify forward to each Lender a copy of the Lenders each time it receives an Extension Request delivered to the Administrative Agent promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Termination Date then in effect shall be extended for six six-months effective upon receipt by the Administrative Agent of an the Extension Request and payment of the applicable fee referred to in the following clause (bc): (a) immediately prior to such extension and immediately after giving effect thereto, (i) no Default or Event of Default shall exist and exist, (iib) the representations and warranties made or deemed made by the Parent, the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall party would be true and correct in all material respects (except in the case of a representation and or warranty qualified by materiality, in which case such representation or warranty shall will be true and correct in all respects) on and as immediately after giving effect to the requested extension of the date of such extension with the same force and effect as if made on and as of such date Termination Date, except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct accurate in all material respects (except in the case of a representation and or warranty qualified by materiality, in which case such representation or warranty shall have been is true and correct accurate in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents and (bc) the Borrower shall have paid the Fees payable under Section 3.5.(e3.6.(d). At any time prior to the effectiveness of any such extension, upon the Administrative Agent’s request, the Borrower shall deliver to the Administrative Agent a certificate from a Responsible Officer of the chief executive officer or chief financial officer Borrower certifying the matters referred to in the immediately preceding clauses (a)(ia) and (a)(iib).

Extension of Termination Date. The Subject to the terms of this Section, the Borrower shall have the right, exercisable two timesone time, to request that the Administrative Agent and the Lenders extend the Termination Date in effect as of the date each such right is exercised by six monthsone year. The Borrower may exercise each such extension right only by executing and delivering to the Administrative Agent, Agent at least 90 days but not more than 180 days prior to the then current Termination Date, a written request for such extension (each an “Extension Request”). The Administrative Agent shall notify forward to each Lender a copy of the Lenders each time it receives an Extension Request delivered to the Administrative Agent promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Termination Date then in effect shall be extended for six months one year effective upon receipt by the Administrative Agent of an the Extension Request and payment of the applicable fee referred to in the following clause (bc): (a) immediately prior to such extension and immediately after giving effect thereto, (i) no Default or Event of Default shall exist and exist, (iib) the representations and warranties made or deemed made by the Parent, the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall party would be true and correct in all material respects (except in the case of a representation and or warranty qualified by materiality, in which case such representation or warranty shall will be true and correct in all respects) on and as immediately after giving effect to the requested extension of the date of such extension with the same force and effect as if made on and as of such date Termination Date, except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct accurate in all material respects (except in the case of a representation and or warranty qualified by materiality, in which case such representation or warranty shall have been is true and correct accurate in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents and (bc) the Borrower shall have paid the Fees payable under Section 3.5.(e3.6.(d). At any time prior to the effectiveness of any such extension, upon the Administrative Agent’s request, the Borrower shall deliver to the Administrative Agent a certificate from a Responsible Officer of the chief executive officer or chief financial officer Borrower certifying the matters referred to in the immediately preceding clauses (a)(ia) and (a)(iib). (e) The Credit Agreement is further amended by restating the first sentence of Section 2.14. in its entirety to read as follows: The Borrower shall have the right at any time and from time to time during the period beginning on the Effective Date through and including the date 180 days prior to the Termination Date to request increases in the aggregate amount of the Commitments (provided that after giving effect to any increases in the Commitments pursuant to this Section, the aggregate amount of the Commitments shall not exceed $1,000,000,000) by providing written notice to the Administrative Agent, which notice shall be irrevocable once given. (f) The Credit Agreement is further amended by restating Section 3.6.(d) thereof in its entirety to read as follows:

Extension of Termination Date. The Borrower shall have the right, exercisable two timesone time, to request that the Administrative Agent and the Lenders extend the Termination Date in effect as of to May 18, 2016 (the date each such right is exercised by six months“Extended Termination Date”). The Borrower may exercise each such extension right only by executing and delivering to the Administrative Agent, Agent at least 90 30 days but not more than 180 60 days prior to the then current Termination Date, a written request for such extension (each an the “Extension Request”). The Administrative Agent shall notify the Lenders each time if it receives an the Extension Request promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Termination Date then in effect shall be extended for six months to the Extended Termination Date effective upon receipt by the Administrative Agent of an Extension Request and payment of the applicable fee referred to in the following clause (bx): (aw) immediately prior to such extension and immediately after giving effect thereto, (iA) no Default or Event of Default shall exist and (iiB) the representations and warranties made or deemed made by the Parent, the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation and or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such extension with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation and or warranty qualified by materiality, in which case such representation or warranty shall have been be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents and Documents, (bx) the Borrower shall have paid the Fees payable under Section 3.5.(e3.5.(d), (y) at the time of receipt by the Administrative Agent of the Extension Request, the Borrower shall have received binding commitments reasonably satisfactory to the Administrative Agent pursuant to which financial institutions have agreed to provide financing in an aggregate principal amount sufficient to refinance at least (A) 50.0% of the outstanding principal amount of Non-Recourse Indebtedness of the Borrower’s Subsidiaries as of the Agreement Date scheduled to mature during the 2015 calendar year minus (B) the amount of such Secured Debt that has been defeased, satisfied or refinanced prior to the Borrower’s delivery of the Extension Request to the Administrative Agent and (z) no later than 10 Business Days prior to the current Termination Date, the Borrower shall have delivered to the Administrative Agent copies of the binding commitments descried in clause (y) above. At any time prior to the effectiveness of any such extension, upon the Administrative Agent’s request, the Borrower shall deliver to the Administrative Agent a certificate from the chief executive officer or officer, chief financial officer or vice president-treasurer of the Parent certifying the matters referred to in the immediately preceding clauses (a)(ix)(A) and (a)(iix)(B).

Extension of Termination Date. The Borrower shall have the right, exercisable two timesone time, to extend the Termination Date in effect as of the date each such right is exercised by six six-months. The Borrower may exercise each such extension right only by executing and delivering to the Administrative Agent, Agent at least 90 15 days but not more than 180 90 days prior to the then current Termination Date, a written request for such extension (each an “Extension Request”). The Administrative Agent shall notify the Lenders each time if it receives an Extension Request promptly upon receipt thereof. Subject to satisfaction of the following conditions, the The Termination Date then in effect shall be extended for six six-months effective upon receipt by the Administrative Agent of an the Extension Request and payment the satisfaction of the applicable fee referred to the following clause conditions: (b): (ax) immediately prior to such extension and immediately after giving effect thereto, (iA) no Default or Event of Default shall exist and (iiB) the representations and warranties made or deemed made by the Parent, the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation and or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such extension with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation and or warranty qualified by materiality, in which case such representation or warranty shall have been be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted not prohibited under the Loan Documents and (by) on or before the then current Termination Date, the Borrower shall have paid the Fees payable under Section 3.5.(e3.5.(b). At any time prior to the effectiveness of any such extension, upon the Administrative Agent’s request, the Borrower shall deliver to the Administrative Agent a certificate from the chief executive officer or chief financial officer certifying the matters referred to in the immediately preceding sub-clauses (a)(ix)(A) and (a)(iix)(B).

Extension of Termination Date. The Borrower shall have the right, exercisable two times, At least ninety (90) days but not more than one hundred twenty (120) days prior to extend the Termination Date in effect as of the date each such right is exercised Term Loan Facility, the Borrowers, by six months. The Borrower may exercise each such extension right only by executing and delivering written notice to the Administrative Agent, at least 90 days but not more than 180 days prior may request a single consecutive twelve (12)-month extension of the Termination Date with respect to both the then current Termination Date, a written request for such extension (each an “Extension Request”)Term Loan Facility and the Delayed Draw Term Facility. The Administrative Agent shall promptly notify the Lenders each time it receives an Extension Request promptly upon receipt thereof. Subject to satisfaction Appropriate Lender of the following conditions, such request and the Termination Date then for each such Facility in effect shall at such time shall, effective as at each such Termination Date (the “Extension Date”), be extended for six months effective upon receipt by an additional twelve (12)-month period, provided that the Borrowers shall have paid the Extension Fees as described in Section 2.08(c), and on the applicable Extension Date the following statements shall be true and the Administrative Agent shall have received for the account of an Extension Request and payment each Lender a certificate signed by a Responsible Officer of the applicable fee referred to Borrowers, dated the following clause (b): (a) immediately prior to such extension and immediately after giving effect theretoExtension Date, stating that: (i) no Default or Event of Default shall exist and (ii) the representations and warranties made of each Loan Party contained in Article IV or deemed made by the Parent, the Borrower and each any other Loan Party Document, or which are contained in the Loan Documents to which any of them is a partydocument furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects on and as of the Extension Date, both before and after giving effect to such extension (except in to the case of a representation and warranty qualified by materiality, in which case such extent that any representation or warranty that is qualified by materiality shall be true and correct in all respects) on and as of the date of such extension with the same force and effect as if made on and as of such date Extension Date, except to the extent that such representations and warranties expressly relate solely specifically refer to an earlier date (date, in which case such representations and warranties they shall have been be true and correct in all material respects (except in the case of a representation and warranty or, if qualified by materiality, in which case such representation or warranty shall have been true and correct in all respects) on and as of such earlier date, and except that for purposes of this Section 2.16, the representations and warranties contained in Section 4.01(g) shall be deemed to refer to the most recent statements furnished pursuant to Sections 5.03(b) and except for changes in factual circumstances specifically (c), respectively, and expressly permitted under (ii) no Default or Event of Default has occurred and is continuing, or would result from such extension; and (c) the Loan Documents Parties are in compliance with the covenants contained in Sections 5.04 and (b) 5.05, and that the Borrower shall have paid the Fees payable under Section 3.5.(e). At any time prior Minimum Value Condition continues to the effectiveness of any be satisfied, immediately before and, on a pro forma basis, immediately after such extension, upon in each case together with supporting information demonstrating such compliance in reasonable detail. In the Administrative Agent’s requestevent that an extension of the Term Loan Facility and the Delayed Draw Term Facility is effected pursuant to this Section 2.16 (but subject to the provisions of Sections 2.05, 2.06 and 6.02), the Borrower aggregate principal amount of all Term Loan Advances and all Delayed Draw Term Advances shall deliver be repaid in full ratably to the Administrative Agent a certificate from Lenders on the chief executive officer Termination Date with respect to such Facilities as so extended. As of the Extension Date, any and all references in this Agreement, the Term Notes, if any, the Delayed Draw Term Notes, if any, or chief financial officer certifying any of the matters referred other Loan Documents to the “Termination Date” with respect to the Term Loan Facility or the Delayed Draw Term Facility shall refer to the Termination Date in respect of the immediately preceding clauses Term Loan Facility or the Delayed Draw Term Facility (a)(i) and (a)(iias applicable), as so extended.

Extension of Termination Date. (a) At least 60 but not more than 90 days before each anniversary of the date of this Agreement, the Borrower may, by delivering a written request to the Agent (each such request being irrevocable), request that each Lender extend for one year the Termination Date. The Borrower Agent shall, upon its receipt of such a request, promptly notify each Lender thereof, and request that each Lender promptly advise the Agent of its approval or rejection of such request. (b) Upon receipt of such notification from the Agent, each Lender may (but shall have the rightnot be required to), exercisable two timesin its sole and absolute discretion, agree to extend the Termination Date in effect as with respect to its Commitment for a period of one year, and shall (should it determine to do so), no later than 30 days following its receipt of such notification, notify the date each Agent of its approval concerning such right is exercised by six monthsrequest. If any Lender shall not so notify the Agent, such Lender shall be deemed not to have consented to such request. The Agent shall thereupon notify the Borrower may exercise each such extension right only by executing and delivering as to the Administrative AgentLenders, at least 90 days but not more than 180 days prior if any, that have consented to such request. (c) If such request shall have been consented to by all the Lenders (as determined after giving effect to the then current Termination Datereplacement of any Lender pursuant to Section 9.07(g)), a written request for such extension (each an “Extension Request”). The Administrative the Agent shall notify the Lenders Borrower in writing of such consent, and such extension shall become effective upon the delivery by the Borrower to the Agent and each time it receives an Extension Request promptly upon receipt thereof. Subject Lender, on or prior to satisfaction the then-effective Termination Date, of (i) a certificate of a duly authorized officer of the following conditionsBorrower, dated such date, as to the Termination Date then accuracy, both before and after giving effect to such proposed extension, of the representations and warranties set forth in Section 5.01 and as to the absence, both before and after giving effect shall to such proposed extension, of any Event of Default or any Unmatured Default, (ii) certified copies of all corporate and governmental approvals, if any, required to be extended for six months effective upon receipt obtained by the Administrative Agent Borrower or the Parent in connection with such extension and (iii) an opinion or opinions of an Extension Request and payment of the applicable fee referred counsel to the following clause (b): (a) immediately prior Borrower and the Parent as to the matters set forth in paragraphs 1, 2, 3, 5, 6 and 8 of Exhibit F after giving effect to such extension and immediately after giving effect theretosuch other matters as any Lender, (i) no Default or Event of Default shall exist and (ii) through the representations and warranties made or deemed made by the ParentAgent, the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation and warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such extension with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation and warranty qualified by materiality, in which case such representation or warranty shall have been true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents and (b) the Borrower shall have paid the Fees payable under Section 3.5.(e). At any time prior to the effectiveness of any such extension, upon the Administrative Agent’s may reasonably request, the Borrower shall deliver to the Administrative Agent a certificate from the chief executive officer or chief financial officer certifying the matters referred to in the immediately preceding clauses (a)(i) and (a)(ii).

Extension of Termination Date. The If any Loans have been borrowed hereunder and are outstanding, the Borrower shall have the right, exercisable two timestwice, to extend the Termination Date in effect as of the date each such right is exercised by six months(6) months per extension (for a maximum total extension to March 11, 2022). The Borrower may exercise each such extension right only by executing and delivering to the Administrative Agent, Agent at least 90 15 days but not more than 180 30 days prior to the then current Termination Date, a written request for such extension (each an “Extension Request”). The Administrative Agent shall notify forward to each Lender a copy of the Lenders each time it receives an Extension Request delivered to the Agent promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Termination Date then in effect shall be extended for six (6) months effective upon receipt by of the Administrative Agent of an Extension Request and payment of the applicable fee referred to in the following clause (b): (a) immediately prior to such extension and immediately after giving effect thereto, (i) no Default or Event of Default shall exist and (ii) the representations and warranties made or deemed made by the Parent, the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation and warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such extension with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation and warranty qualified by materiality, in which case such representation or warranty shall have been true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted not prohibited under the Loan Documents and (b) the Borrower shall have paid the Fees payable under Section 3.5.(e). At any time prior to the effectiveness Agent for the account of any each Lender an extension fee equal to 0.0625% (i.e., 6.25 basis points) of the outstanding principal amount of such Lender’s Loans at the time of such extension, upon the Administrative Agent’s request, the Borrower shall deliver to the Administrative Agent a certificate from the chief executive officer or chief financial officer certifying the matters referred to in the immediately preceding clauses (a)(i) and (a)(ii).”

Extension of Termination Date. The Borrower shall have the rightBorrowers may request, exercisable two times, to extend the Termination Date in effect as of the date each such right is exercised by six months. The Borrower may exercise each such extension right only by executing and delivering written notice to the Administrative Agent, (i) at least 90 30 days but not more than 180 the day occurring 60 days and one year prior to the then current Termination Date, a written request for such six‑month extension of the Termination Date with respect to the Commitments then outstanding and (each ii) thereafter, an additional six‑month extension provided at least 30 days but not more than the day occurring 60 days and one year prior to the Termination Date (as extended pursuant to clause (i) of this sentence) (each, an “Extension Request”). The Administrative Agent shall promptly notify the Lenders each time it receives an Lender of such Extension Request promptly upon receipt thereof. Subject to satisfaction of the following conditions, and the Termination Date then in effect shall at such time shall, effective as of the applicable Extension Date (as defined below), be extended for six months effective upon receipt by an additional six‑month period, provided that, on such Extension Date (a) the Administrative Agent of an Extension Request and shall have received payment in full of the applicable extension fee referred to set forth in Section 2.08(d) and (b) the following clause (b): (a) immediately prior to such extension statements shall be true and immediately after giving effect theretothe Administrative Agent shall have received for the account of each Lender Party a certificate signed by a duly authorized officer of the Operating Partnership, dated the applicable Extension Date, stating that: (i) no Default or Event of Default shall exist and (ii) the representations and warranties made or deemed made by the Parent, the Borrower and each other Loan Party contained in the Loan Documents to which any of them is a party, shall be Section 4.01 are true and correct in all material respects (except in the case of a representation and warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such extension with the same force and effect as if made on and as of such date Extension Date (except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct accurate in all material respects (except in the case of a representation and warranty qualified by materiality, in which case such representation or warranty shall have been true and correct in all respects) on and as of such earlier date)), and (ii) no Default has occurred and except for changes is continuing or would result from such extension. “Extension Date” means, in factual circumstances specifically and expressly permitted under the Loan Documents case of each extension option, the first date after the delivery by the Borrowers of the related Extension Request that the conditions set forth in clauses (a) and (b) above are satisfied. In the Borrower event that an extension is effected pursuant to this Section 2.16, the aggregate principal amount of all Advances shall have paid the Fees payable under Section 3.5.(e). At any time prior be repaid in full ratably to the effectiveness Lenders on the Termination Date as so extended. As of the Extension Date, any such extension, upon and all references in this Agreement or any of the Administrative Agent’s request, the Borrower shall deliver other Loan Documents to the Administrative Agent a certificate from “Termination Date” shall refer to the chief executive officer or chief financial officer certifying the matters referred to in the immediately preceding clauses (a)(i) and (a)(ii)Termination Date as so extended.

Extension of Termination Date. (a) The Borrower shall have the rightBorrowers may, exercisable two times, to extend the Termination Date in effect as of the date each such right is exercised by six months. The Borrower may exercise each such extension right only by executing and delivering notice given to the Administrative Agent, at least 90 days but Agent (which shall promptly deliver a copy thereof to the Lenders) not more less than 180 sixty (60) days prior to the then current Termination Datefirst, a written request for such extension (each an “Extension Request”). The Administrative Agent shall notify the Lenders each time it receives an Extension Request promptly upon receipt thereof. Subject to satisfaction second or third anniversaries of the following conditions, Effective Date request that the Termination Date then in effect shall for all Lenders be extended for six months effective upon receipt by one additional year; provided that the Borrowers may obtain only one such extension. -------- Not later than thirty (30) days after the Borrowers shall have made such request, each Lender, acting in its sole discretion, shall notify the Administrative Agent of an Extension Request and payment of the applicable fee referred its response to the following clause (b): (a) immediately prior such request; provided that any Lender -------- which fails to respond to any such request shall be deemed to have denied such request. Such extension shall be effective as to each Lender agreeing to such extension and immediately after giving effect thereto, when (i) each Borrower shall have delivered a certificate to the Administrative Agent to the effect that no Default or Event of Default shall exist have occurred and be continuing with respect to such Borrower either on the date of the notice requesting such extension or the last date for the Lenders' responses, (ii) each Obligor shall have delivered a certificate to the Administrative Agent to the effect that each of the representations and warranties made of such Obligor set forth herein or deemed made by the Parent, the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, Credit Document shall be true and correct complete in all material respects (except in the case of a representation and warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of each of the date of such extension notice and the last date for the Lenders' responses with the same force and effect as if made on and as of each such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation and warranty qualified by materialityor, in which case if any such representation or warranty shall is expressly stated to have been true and correct in all respects) on and made as of a specific date, as of such earlier specific date) and except (iii) Lenders having not less than 50% of the Commitments as in effect at such time shall have agreed to such extension. Each Lender shall make its own independent decision upon a request for changes in factual circumstances specifically extension of the Termination Date and expressly permitted under no Lender shall be bound by the Loan Documents and decision of any other Lender. The Administrative Agent shall give each Lender notice of the responses of all of the Lenders within 45 days of receipt of such request from the Borrowers. In connection with any extension of the Termination Date, the aggregate amount of the Commitments shall be permanently reduced on the First Scheduled Termination Date by the aggregate amount of the Commitments of all Lenders electing not to extend the Termination Date for an additional year from such date which have not been replaced pursuant to paragraph (b) of this Section 2.12. (b) If the Borrower Borrowers shall have paid requested an extension of the Fees payable under Termination Date pursuant to paragraph (a) of this Section 3.5.(e). At any time prior 2.12, and Lenders having not less than 50% of the Commitments shall agree to the effectiveness of any such extension, upon the Administrative Agent’s requestextension pursuant thereto, the Borrower Borrowers shall deliver have the right on or before the First Scheduled Termination Date to replace any Lender which has not agreed to extend the Termination Date beyond such date with, and otherwise add to this Agreement, one or more other banks or financial institutions (which may include any Lender) with the consent of the Administrative Agent (which consent shall not be unreasonably withheld), each of which additional banks or financial institutions shall have entered into an Assignment and Acceptance pursuant to which such additional bank or financial institution shall accept an assignment of such replaced Lender's Loans and shall undertake a certificate from Commitment (and, if any such additional bank or financial institution is a Lender, the chief executive officer or chief financial officer certifying Commitment so undertaken shall be in addition to such Lender's existing Commitment hereunder on such date), provided that the matters referred -------- Commitments so undertaken shall not exceed the aggregate Commitments of all non-extending Lenders. If the Termination Date has been extended to the Extended Termination Date pursuant to this Section 2.12, on the First Scheduled Termination Date, (i) the Borrowers shall repay in full all Loans outstanding on such date made by any Lender which has not agreed to extend the immediately preceding clauses (a)(i) Termination Date beyond such date and all other amounts owed to such Lender, and (a)(iiii) each Lender that has increased its Commitment and each additional bank or financial institution undertaking a Commitment shall make Loans hereunder to the Borrowers in such amounts as shall be necessary to cause the outstanding amount of such existing Lender's or additional bank's or financial institution's share of the Syndicated Loans of all Lenders, expressed as a percentage, to be equal to such existing Lender's or such additional bank's or financial institution's Commitment Percentage (after giving effect to such increase in any such existing Lender's Commitment). The proceeds of such Loans shall be applied by the Administrative Agent on behalf of the Borrowers to the partial repayment of the other Lenders' Loans (including Loans of existing Lenders that have increased their Commitments) to the extent necessary to effect such proration (and the prorating and sharing provisions of Section 4.02 shall not be applicable to such payment).

Extension of Termination Date. The Borrower shall have the right, exercisable two timesone time, to extend the current Termination Date in effect as of the date each such right is exercised by six monthsone year. The Borrower may exercise each such extension right only by executing and delivering to the Administrative Agent, Agent at least 90 30 days but not more than 180 90 days prior to the then current Termination Date, a written request for such extension (each an “Extension Request”). The Administrative Agent shall notify the Lenders each time if it receives an Extension Request promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Termination Date then in effect shall be extended for six months one year effective upon receipt by the Administrative Agent of an the Extension Request and payment of the applicable fee referred to in the following clause (bii): (ai) immediately prior to such extension and immediately after giving effect thereto, (ix) no Default or Event of Default shall exist and (iiy) the representations and warranties made or deemed made by the Parent, the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation and or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such extension with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation and or warranty qualified by materiality, in which case such representation or warranty shall have been be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents and (bii) the Borrower shall have paid the Fees payable under Section 3.5.(e3.5.(d). At any time prior to the effectiveness of any such extension, upon the Administrative Agent’s request, the Borrower shall deliver to the Administrative Agent a certificate from the chief executive officer or chief financial officer certifying the matters referred to in the immediately preceding clauses (a)(ii)(x) and (a)(iii)(y).

Extension of Termination Date. At least 10 days but not more than 20 days prior to the Termination Date, the Borrower, by written notice to the Administrative Agent, may request, with respect to the Commitments then outstanding, a single ten-month extension of the Termination Date. The Borrower Administrative Agent shall have the right, exercisable two times, to extend promptly notify each Lender of such request and the Termination Date in effect at such time shall, effective as at the Termination Date (the ‘Extension Date’), be extended for an additional ten-month period, provided that (a) the Borrower shall have paid the Extension Fees as described in Section 2.08(d), (b) on the Extension Date the following statements shall be true and the Administrative Agent shall have received for the account of each Lender Party a certificate signed by a Responsible Officer of the Borrower, dated the Extension Date, stating that: (i) the representations and warranties contained in Section 4.01 are true and correct on and as of the date each such right is exercised by six months. The Borrower may exercise each such extension right only by executing and delivering to the Administrative Agent, at least 90 days but not more than 180 days prior to the then current Termination Extension Date, a written request for such extension (each an “Extension Request”). The Administrative Agent shall notify the Lenders each time it receives an Extension Request promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Termination Date then in effect shall be extended for six months effective upon receipt by the Administrative Agent of an Extension Request and payment of the applicable fee referred to the following clause (b): (a) immediately prior to such extension and immediately after giving effect thereto, (iii) no Default or Event of Default has occurred and is continuing or would result from such extension, and (iii) the Loan Parties are in compliance with the covenants contained in Section 5.04 immediately before and, on a pro forma basis, immediately after the extension, together with supporting information demonstrating such compliance, and (c) the Administrative Agent shall exist have received on or before the Extension Date: (i) Deeds of trust, trust deeds and mortgages (the “Mortgages”) and assignments of leases and rents (the “Assignments of Leases”) in form and substance reasonably satisfactory to the Administrative Agent covering all Borrowing Base Assets, duly executed by the appropriate Loan Party; (ii) evidence that counterparts of the representations Mortgages and warranties made Assignments of Leases and have been duly executed, acknowledged and delivered on or deemed made by before the Parent, the Borrower Extension Date and each other Loan Party are in the Loan Documents to which any of them is a party, shall be true and correct form suitable for filing or recording in all material respects (except filing or recording offices that the Administrative Agent may deem necessary or desirable in order to create a valid first and subsisting Lien on the case of a representation and warranty qualified by materiality, collateral described therein in which case such representation or warranty shall be true and correct in all respects) on and as favor of the date Administrative Agent for the benefit of such extension the Lender Parties and that all required affidavits, tax forms and filings pertaining to any applicable documentary stamp, intangible and mortgage recordation taxes have been executed and delivered by all appropriate parties and are in form suitable for filing with all applicable governmental authorities; (iii) fully paid American Land Title Association Lender’s Extended Coverage title insurance policies (the same force “Mortgage Policies”) in form and effect as if made on substance, with endorsements (including zoning endorsements where available) and as of such date except in amount reasonably acceptable to the extent that such representations Administrative Agent, issued, coinsured and warranties expressly relate solely reinsured by title insurers acceptable to an earlier date the Administrative Agent, insuring the Mortgages to be valid first and subsisting Liens on the property described therein, free and clear of all defects (in which case such representations including, but not limited to, mechanics’ and warranties shall have been true and correct in all material respects (except in the case of a representation and warranty qualified by materiality, in which case such representation or warranty shall have been true and correct in all respects) on and as of such earlier datematerialmen’s Liens) and except encumbrances, excepting only Permitted Encumbrances, and providing for changes in factual circumstances specifically and expressly permitted such other affirmative insurance (including endorsements for future advances under the Loan Documents and (bfor mechanics’ and materialmen’s Liens) and such coinsurance and direct access reinsurance as the Borrower shall have paid the Fees payable under Section 3.5.(e). At any time prior Administrative Agent may deem necessary or desirable, and with respect to the effectiveness of any such extensionproperty located in a State in which a zoning endorsement is not available, upon a zoning report issued by Planning and Zoning Resources Corp. or another professional firm reasonably acceptable to the Administrative Agent’s request; (iv) American Land Title Association/American Congress on Surveying and Mapping form surveys for which all necessary fees have been paid, dated no more than 30 days before the Borrower shall deliver date of their delivery to the Administrative Agent, certified to the Administrative Agent and the issuer of the Mortgage Policies in a certificate from manner satisfactory to the chief executive officer or chief financial officer certifying the matters referred to Administrative Agent by a land surveyor duly registered and licensed in the immediately preceding clauses States in which the property described in such surveys is located and acceptable to the Administrative Agent, showing all buildings and other improvements, any off-site improvements, the location of any easements, parking spaces, rights of way, building set-back lines and other dimensional regulations and the absence of encroachments, either by such improvements or on to such property, and other defects, other than encroachments and other defects reasonably acceptable to the Administrative Agent; and (a)(iv) An opinion of local counsel for the Loan Parties (i) in the each of the States where the Borrower Base Assets are located and (ii) and each state in which the Loan Parties are organized or formed, in each case in form and substance reasonably satisfactory to the Administrative Agent. In the event that an extension is effected pursuant to this Section 2.17 (a)(iibut subject to the provisions of Sections 2.05, 2.06 and 6.01), the aggregate principal amount of all Advances shall be repaid in full ratably to the Lenders on the Termination Date as so extended. As of the Extension Date, any and all references in this Agreement, the Notes, if any, or any of the other Loan Documents to the ‘Termination Date’ shall refer to the Termination Date as so extended.”

Extension of Termination Date. The Borrower shall have the right, exercisable two times, to extend the Termination Date by six-months in effect as the case of the date each such right is exercised by six monthsextension. The Borrower may exercise each such extension right only by executing and delivering to the Administrative Agent, Agent at least 90 30 days but not more than 180 90 days prior to the then current Termination Date, a written request for such extension (each an “Extension Request”). The Administrative Agent shall notify the Lenders each time if it receives an Extension Request promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Termination Date then in effect shall be extended for six six-months effective upon receipt by the Administrative Agent of an the Extension Request and payment of the applicable fee referred to in the following clause (biii): (ax) immediately prior to such extension and immediately after giving effect thereto, (iA) no Default or Event of Default shall exist and (iiB) the representations and warranties made or deemed made by the Parent, the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation and or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such extension with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation and or warranty qualified by materiality, in which case such representation or warranty shall have been be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted not prohibited under the Loan Documents and (by) the Borrower shall have paid the Fees payable under Section 3.5.(e). At any time prior to the effectiveness of any such extension, upon the Administrative Agent’s request, the Borrower shall deliver to the Administrative Agent a certificate from the chief executive officer or chief financial officer certifying the matters referred to in the immediately preceding sub-clauses (a)(ix)(A) and (a)(iix)(B).

Extension of Termination Date. The Borrower shall have the right, exercisable two timesone time, to request that the Administrative Agent and the Lenders agree to extend the Termination Date in effect as of the date each such right is exercised by six monthsone year. The Borrower may exercise each such extension right only by executing and delivering to the Administrative Agent, Agent at least 90 days but not more than 180 days prior to the then current Termination Date, a written request for such extension (each an “Extension Request”)extension. The Administrative Agent shall notify the Lenders each time if it receives an Extension Request such a request promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Termination Date then in effect shall be extended for six months one year effective upon receipt by the Administrative Agent of an Extension Request and payment of the applicable fee referred to in the following clause (by): (ax) immediately prior to such extension and immediately after giving effect thereto, (iA) no Default or Event of Default shall exist and (iiB) the representations and warranties made or deemed made by the Parent, the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation and or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such extension with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation and or warranty qualified by materiality, in which case such representation or warranty shall have been be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents and (by) the Borrower shall have paid the Fees payable under Section 3.5.(e3.5.(d). At any time prior to the effectiveness of any such extension, upon the Administrative Agent’s request, the Borrower shall deliver to the Administrative Agent a certificate from the chief executive officer or chief financial officer of the Parent certifying the matters referred to in the immediately preceding clauses (a)(ix)(A) and (a)(iix)(B).

Extension of Termination Date. The Borrower shall have the right, exercisable two times, to extend the Termination Date in effect as (a) Without any further action by or consent of the date each such right is exercised by six months. The Borrower may exercise each such extension right only by executing and delivering to the Administrative Agent, at least 90 days but not more than 180 days prior to the then current Termination Date, a written request for such extension (each an “Extension Request”). The Administrative Agent shall notify the Lenders each time it receives an Extension Request promptly upon receipt thereof. Subject to satisfaction of the following conditionsLenders, the Termination Date then in effect shall be extended for six months effective upon receipt by to November 8, 2028, if, on or before the Administrative Agent of an Extension Request and payment of date that is 364 days after the applicable fee referred Effective Date, the Borrower shall have delivered to the following clause Agent (b): (aeach in form and substance satisfactory to the Agent) immediately prior to such extension and immediately after giving effect thereto, the following: (i) a copy of the securities certificate registered with the Pennsylvania Public Utility Commission (the “Securities Certificate”) authorizing the Borrower’s incurring indebtedness hereunder with a maturity date of November 8, 2028, (ii) an opinion of counsel to the Borrower (which may be in-house counsel) stating that (x) the Securities Certificate has been registered with the Pennsylvania Public Utility Commission in accordance with Chapter 19 of the Pennsylvania Public Utility Code and by virtue of such registration, authorizes the Borrower to incur indebtedness hereunder with a maturity date of November 8, 2028 and (y) no other authorizations are required by the Pennsylvania Public Utility Commission or by any other Official Body having jurisdiction over the Borrower and (z) copies of corporate resolutions certified by the Secretary or Assistant Secretary of the Borrower, or such other evidence as may be satisfactory to the Agent, demonstrating that the Borrower’s incurrence of indebtedness hereunder with a maturity date of November 8, 2028 has been duly authorized by all necessary corporate action, together with an opinion of counsel to the Borrower (which may be in-house counsel) to such effect. (i) The Borrower may, so long as no Default or Event of Default shall exist then exists and (ii) the representations and warranties made or deemed made by the Parent, the Borrower and each other Loan Party contained in the Loan Documents to which any of them is a party, shall be Section 4.01 are true and correct in all material respects (except in the case of a representation and warranty qualified by materiality, in which case such that any representation or warranty which is already qualified as to materiality or by reference to a Material Adverse Effect shall be true and correct in all respects) on and as of the date of such extension with the same force and effect notice, as if though made on and as of such date date, except to the extent that such representations and warranties expressly relate solely to an any earlier date (date, in which case such representations and warranties shall have been were true and correct in all material respects (except in the case of a representation and warranty qualified by materiality, in which case such that any representation or warranty which is qualified as to materiality or by reference to a Material Adverse Effect shall have been be true and correct in all respects) on and as of such earlier date, at any time after the Effective Date but prior to the then existing Termination Date (the “Existing Termination Date”), propose to extend the Existing Termination Date for an additional one year period measured from the Existing Termination Date; provided that in no event may the Borrower request more than two extensions of the Termination Date pursuant to this Section 2.20(b); and provided further that the Termination Date, after giving effect to any such extension (such date, the “Proposed Extension Date”), shall not be later than five years after the effective date of such extension. The Agent shall promptly notify the Lenders of receipt of such request. Each Lender shall endeavor to respond to such request, whether affirmatively or negatively (such determination in the sole discretion of such Lender), by notice to the Borrower and the Agent within thirty (30) days. Subject to the execution by the Borrower, the Agent and except for changes such Lenders of a duly completed Extension Agreement in factual circumstances specifically substantially the form of Exhibit F, the Termination Date applicable to the Commitment of each Lender so affirmatively notifying the Borrower and expressly permitted under the Loan Documents Agent shall be extended to the Proposed Extension Date; provided that no Termination Date of any Lender shall be extended unless the Required Lenders at the time any such extension is requested shall have elected so to extend their Commitments. (ii) Any Lender which does not give such notice to the Borrower and the Agent shall be deemed to have elected not to extend its Commitment as requested (beach a “Non-Extending Lender”), and the Commitment of each Non-Extending Lender shall terminate on its Commitment Termination Date determined without giving effect to such requested extension. The Borrower may, in accordance with Section 2.22(b), designate another bank or another financial institution (which may be, but need not be, an extending Lender) to replace a Non-Extending Lender. On the date of termination of any ▇▇▇▇▇▇’s Commitment as contemplated by this paragraph and provided that no Default or Event of Default shall then exist, the respective participations of the other Lenders in all outstanding Letters of Credit and Swing Line Advances shall be redetermined on the basis of their respective Commitments after giving effect to such termination, and the participation therein of the Lender whose Commitment is terminated shall terminate; provided that the Borrower shall, if and to the extent necessary to permit such redetermination of participations in Letters of Credit and Swing Line Advances within the limits of the Commitments which are not terminated, prepay on such date all or a portion of the outstanding Advances or, to the extent that such redetermination cannot be effected within the limits of the Commitments even after all outstanding Advances have been prepaid, then the Borrower shall have paid cash collateralize the Fees payable under Section 3.5.(e). At any time prior Letters of Credit to the effectiveness extent of such excess on terms acceptable to the Agent, and such redetermination and termination of participations in outstanding Letters of Credit and Swing Line Advances shall be conditioned upon their having done so. (iii) In connection with any such extension, upon extension of the Administrative Agent’s requestTermination Date pursuant to this Section 2.20(b), the Borrower shall deliver provide to the Administrative Agent (who shall promptly provide copies thereof to the Lenders extending their Commitments pursuant to this Section) such evidence of authority as the Agent shall request, including, if requested by the Agent (each in form and substance satisfactory to the Agent) the following: (a) a copy of the securities certificate from registered with the chief executive officer or chief financial officer certifying Pennsylvania Public Utility Commission (the matters referred “Securities Certificate Extension”) authorizing the Borrower’s incurring indebtedness hereunder with a maturity date of the Proposed Extension Date, (b) an opinion of counsel to the Borrower (which may be in-house counsel) stating that (i) the Securities Certificate Extension has been registered with the Pennsylvania Public Utility Commission in accordance with Chapter 19 of the immediately preceding clauses (a)(i) Pennsylvania Public Utility Code and by virtue of such registration, authorizes the Borrower to incur indebtedness hereunder with a maturity date of the Proposed Extension Date and (a)(ii)ii) no other authorizations are required by the Pennsylvania Public Utility Commission or by any other Official Body having jurisdiction over the Borrower and (c) copies of corporate resolutions certified by the Secretary or Assistant Secretary of the Borrower, or such other evidence as may be satisfactory to the Agent, demonstrating that the Borrower’s incurrence of indebtedness hereunder with a maturity date of the Proposed Extension Date has been duly authorized by all necessary corporate action, together with an opinion of counsel to the Borrower (which may be in-house counsel) to such effect.

Extension of Termination Date. The Borrower shall have the right, exercisable two timesone time, to extend the Termination Date in effect as of the date each such right is exercised by six monthsone year. The Borrower may exercise each such extension right only by executing and delivering to the Administrative Agent, Agent at least 90 days but not more than 180 days prior to the then current Termination Date, a written request for such extension (each an “Extension Request”). The Administrative Agent shall notify forward to each Lender a copy of the Lenders each time it receives an Extension Request delivered to the Agent promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Termination Date then in effect shall be extended for six months effective upon receipt by the Administrative Agent of an Extension Request and payment of the applicable fee referred to the following clause (b): for (a) immediately prior to such extension and immediately after giving effect thereto, (i) no Default or Event of Default shall exist and (ii) the representations and warranties made or deemed made by the Parent, the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, party shall be true and correct in all material respects (except in to the case of a representation and warranty extent otherwise qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such extension with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in to the case of a representation and warranty extent otherwise qualified by materiality, in which case such representation or warranty shall have been true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted not prohibited under the Loan Documents and (b) the Borrower shall have paid the Fees payable under Section 3.5.(e3.6.(d). At any time prior to the effectiveness of any such extension, upon the Administrative Agent’s request, the Borrower shall deliver to the Administrative Agent a certificate from the chief executive financial officer or chief financial officer treasurer certifying the matters referred to referenced in the immediately preceding clauses (a)(ia) and (a)(iib).

Extension of Termination Date. The Borrower shall have the rightBorrowers may request, exercisable two times, to extend the Termination Date in effect as of the date each such right is exercised by six months. The Borrower may exercise each such extension right only by executing and delivering written notice to the Administrative Agent, (i) at least 90 30 days but not more than 180 the day occurring 60 days and one year prior to the then current Termination Date, a written request for such six-month extension of the Termination Date with respect to the Commitments then outstanding and (each ii) thereafter, an additional six-month extension provided at least 30 days but not more than the day occurring 60 days and one year prior to the Termination Date (as extended pursuant to clause (i) of this sentence) (each, an “Extension Request”). The Administrative Agent shall promptly notify the Lenders each time it receives an Lender of such Extension Request promptly upon receipt thereof. Subject to satisfaction of the following conditions, and the Termination Date then in effect shall at such time shall, effective as of the applicable Extension Date (as defined below), be extended for six months effective upon receipt by an additional six-month period, provided that, on such Extension Date (a) the Administrative Agent of an Extension Request and shall have received payment in full of the applicable extension fee referred to set forth in Section 2.08(d) and (b) the following clause (b): (a) immediately prior to such extension statements shall be true and immediately after giving effect theretothe Administrative Agent shall have received for the benefit of each Lender Party a certificate signed by a duly authorized officer of the Operating Partnership, dated the applicable Extension Date, stating that: (i) no Default or Event of Default shall exist and (ii) the representations and warranties made or deemed made by the Parent, the Borrower and each other Loan Party contained in the Loan Documents to which any of them is a party, shall be Section 4.01 are true and correct in all material respects (except in the case of a representation and warranty unless qualified by materialityas to materiality or Material Adverse Effect, in which case such representation or warranty representations and warranties shall be true and correct in all respects) on and as of the date of such extension with the same force and effect as if made on and as of such date Extension Date (except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct accurate in all material respects (except in the case of a representation and warranty qualified by materiality, in which case such representation or warranty shall have been true and correct in all respects) , as applicable, on and as of such earlier date)), and (ii) no Default has occurred and except for changes is continuing or would result from such extension. “Extension Date” means, in factual circumstances specifically and expressly permitted under the Loan Documents case of each extension option, the first date after the delivery by the Borrowers of the related Extension Request that the conditions set forth in clauses (a) and (b) above are satisfied. In the Borrower event that an extension is effected pursuant to this Section 2.16, the aggregate principal amount of all Advances shall have paid the Fees payable under Section 3.5.(e). At any time prior be repaid in full ratably to the effectiveness Lenders on the Termination Date as so extended. As of the Extension Date, any such extension, upon and all references in this Agreement or any of the Administrative Agent’s request, the Borrower shall deliver other Loan Documents to the Administrative Agent a certificate from “Termination Date” shall refer to the chief executive officer or chief financial officer certifying the matters referred to in the immediately preceding clauses (a)(i) Termination Date as so extended. 62 Digital Realty – Second Amended and (a)(ii).Restated Yen Credit Agreement

Extension of Termination Date. The Borrower shall have the right, exercisable two (2) times, to request that the Administrative Agent and the Lenders agree to extend the Termination Term Loan Maturity Date in effect as of the date by one year for each such right is exercised by six monthsextension. The Borrower may exercise each such extension right only by executing and delivering to the Administrative Agent, Agent at least 90 days but not more than 180 days prior to the then current Termination Date, Term Loan Maturity Date a written request for such extension (each an “Extension Request”). The Administrative Agent shall notify the Lenders each time if it receives an Extension Request promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Termination Term Loan Maturity Date then in effect shall be extended for six months one year effective upon receipt by the Administrative Agent of an the Extension Request and payment of the applicable fee referred to in the following clause (by): (ax) immediately prior to such extension and immediately after giving effect thereto, (iA) no Default or Event of Default shall exist and (iiB) the representations and warranties made or deemed made by the Parent, the Borrower and each or any other Loan Party in the any Loan Documents Document to which any of them such Loan Party is a party, party shall be true and correct in all material respects (except in the case of a representation and or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the effective date of such extension with the same force and effect as if made on and as of such date increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation and or warranty qualified by materiality, in which case such representation or warranty shall have been true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents Documents, and (by) the Borrower shall have paid the Fees payable under Section 3.5.(e3.5.(b). At any time prior to the effectiveness of any such extension, upon the Administrative Agent’s request, the Borrower shall deliver to the Administrative Agent a certificate from the chief executive officer or chief financial officer a Financial Officer certifying the matters referred to in the immediately preceding clauses (a)(ix)(A) and (a)(iix)(B).

Extension of Termination Date. (a) The Borrowers may, by notice to the Administrative Agent in the form of Exhibit C hereto (which shall promptly deliver a copy to each of the Lenders) not less than 45 days and not more than 60 days prior to the Termination Date then in effect (the "Existing Termination Date"), request that the Lenders extend the Termination Date for an additional 364 days from the Existing Termination Date. Each Lender shall, by notice to the Borrowers and the Administrative Agent given not less than 20 and not more than 30 days prior to the Existing Termination Date, advise the Borrowers whether or not such Lender agrees to such extension (and any Lender that does not advise the Borrowers on or before the later of such days shall be deemed to have advised the Borrowers that it will not agree to such extension). (b) The Borrower shall have the right, exercisable two timeson or before the Existing Termination Date, to extend require any Lender which shall have advised or been deemed to advise the Borrower that it will not agree to an extension of the Termination Date (each a "Non-Extending Lender") to transfer without recourse (in effect as of the date each such right is exercised by six months. The Borrower may exercise each such extension right only by executing accordance with and delivering subject to the Administrative Agentrestrictions contained in Section 9.04) all its interests, at least 90 days but rights and obligations under this Agreement to one or more other banks or other financial institutions (any such bank or other financial institution being called a "Substitute Lender"), which may include any Lender; provided that (i) such Substitute Lender, if not more than 180 days prior to the then current Termination Datealready a Lender hereunder, a written request for such extension (each an “Extension Request”). The Administrative Agent shall notify the Lenders each time it receives an Extension Request promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Termination Date then in effect shall be extended for six months effective upon receipt have been approved by the Administrative Agent of an Extension Request (which approval shall not be unreasonably withheld) and payment of shall execute all such documentation as the applicable fee referred Administrative Agent shall specify to the following clause (b): (a) immediately prior to such extension and immediately after giving effect theretoevidence its status as a Lender hereunder, (i) no Default or Event of Default shall exist and (ii) the representations and warranties made or deemed made by the Parent, the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation and warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such extension with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation and warranty qualified by materiality, in which case such representation or warranty shall have been true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents and (b) the Borrower shall have paid the Fees payable under Section 3.5.(e). At any time prior to the effectiveness of any such extension, upon the Administrative Agent’s request, the Borrower shall deliver to the Administrative Agent a certificate from the chief executive officer or chief financial officer certifying the matters referred to in the immediately preceding clauses (a)(i) and (a)(ii).such

Extension of Termination Date. The Borrower Company shall have the right, exercisable two times, right to request that the Administrative Agent and the Lenders extend the Termination Date for either (i) an additional six-month period, which extension right under this clause (i) shall be exercisable two times during the term of this Agreement, or (ii) an additional one-year period, which extension right under this clause (ii) shall be exercisable once during the term of this Agreement; provided that, in effect either case, if such six-month or one-year period, as of applicable, shall end on a date that is not a Business Day, it shall end on the date each such right is exercised by six monthsimmediately preceding Business Day. The Borrower may exercise each such extension right only by executing and delivering to the Administrative Agent, Agent at least 90 30 days but not more than 180 120 days prior to the then current Termination Date, a written request for such extension (each an “Extension Request”). The Administrative Agent shall notify the Lenders each time if it receives an Extension Request promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Termination Date then in effect shall be extended for six months or one year, as applicable, effective upon receipt by the Administrative Agent of an the Extension Request and payment of the applicable fee referred to in the following clause (by): (ax) immediately prior on and as of the date of receipt by the Administrative Agent of written notice of the Borrower’s request to such extension extend the Termination Date and immediately after giving effect theretoas of the then existing Termination Date, (iA) no Default or Event of Default shall exist and (iiB) the representations and warranties made or deemed made by the Parent, the each Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation and or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such extension with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation and or warranty qualified by materiality, in which case such representation or warranty shall have been be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents and (by) the Borrower Borrowers shall have paid the Fees payable under Section 3.5.(e3.5.(c). At any time prior to the effectiveness of any such extension, upon the Administrative Agent’s request, the Borrower Company shall deliver to the Administrative Agent a certificate from the chief executive officer or chief financial officer a Responsible Officer certifying the matters referred to in the immediately preceding clauses (a)(ix)(A) and (a)(iix)(B).

Extension of Termination Date. The Borrower shall have the right, exercisable two (2) times, to request that the Administrative Agent and the Lenders agree to extend either or both of the Termination Date in effect as of the date each such right is exercised by six monthsone year. The Borrower may exercise each such extension right only by executing and delivering to the Administrative Agent, Agent at least 90 45 days but not more than 180 90 days prior to the then current Termination Date, Date a written request for such extension (each an “Extension Request”). The Administrative Agent shall notify the Lenders each time if it receives an Extension Request promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Termination Date then in effect shall be extended for six months one year effective upon receipt by the Administrative Agent of an the Extension Request and payment of the applicable fee referred to in the following clause (bz): (ax) immediately prior to such extension and immediately after giving effect thereto, (iA) no Default or Event of Default shall exist and (iiB) the representations and warranties made or deemed made by the Parent, the Borrower and each or any other Loan Party in the any Loan Documents Document to which any of them such Loan Party is a party, party shall be true and correct in all material respects (except in the case of a representation and or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the effective date of such extension with the same force and effect as if made on and as of such date increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation and or warranty qualified by materiality, in which case such representation or warranty shall have been true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents Documents, (y) the Administrative Agent shall have received all Appraisals that it has decided to obtain pursuant to Section 4.3., if any, and (bz) the Borrower shall have paid the Fees payable under Section 3.5.(e3.5.(d). At any time prior to the effectiveness of any such extension, upon the Administrative Agent’s request, the Borrower shall deliver to the Administrative Agent a certificate from the chief executive officer or the chief financial officer of the Parent certifying the matters referred to in the immediately preceding clauses (a)(ix)(A) and (a)(iix)(B).

Extension of Termination Date. The Borrower shall have the right, exercisable two times, to extend the current Termination Date in effect as of the date each such right is exercised by six monthsmonths in each case. The For each desired extension, the Borrower may exercise each such extension right only by executing and delivering to the Administrative Agent, Agent at least 90 30 days but not more than 180 90 days prior to the then current Termination Date, a written request for such extension (each an “Extension Request”). The Administrative Agent shall notify the Lenders each time if it receives an Extension Request promptly upon receipt thereof. Subject to satisfaction of the following conditions, for each Extension Request, the Termination Date then in effect shall be extended for six months effective upon receipt by the Administrative Agent of an such Extension Request and payment of the applicable fee referred to in the following clause (bii): (ai) immediately prior to such extension and immediately after giving effect thereto, (ix) no Default or Event of Default shall exist and (iiy) the representations and warranties made or deemed made by the Parent, the Borrower and each other Loan Credit Party in the Loan Credit Documents to which any of them is a party, shall be true and correct in all material respects (except or in the case of a representation and or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such extension with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except or in the case of a representation and or warranty qualified by materiality, in which case such representation or warranty shall have been true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Credit Documents and (bii) the Borrower shall have paid the Fees payable under Section 3.5.(e2.09(e). At any time prior to the effectiveness of any such extension, upon the Administrative Agent’s request, the Borrower shall deliver to the Administrative Agent a certificate from the chief executive officer or chief financial officer certifying the matters referred to in the immediately preceding clauses (a)(ii)(x) and (a)(iii)(y).

Extension of Termination Date. The Termination Date may be extended, in the manner and subject to the conditions set forth in this Section 2.6, at the option of the Borrower for an additional period of 364 days. The Borrower shall have the right, exercisable two times, may exercise such option to extend the Termination Date in if and only if (i) the Borrower has obtained all governmental and other approvals necessary (if any) to exercise such extension, (ii) the maturity of the Medium Term Notes has been extended to a date no earlier than June 30, 2006 (without any scheduled amortization thereof prior to such date)(either by amendment or refinancing thereof, on terms reasonably acceptable to the Agent, it being understood that a refinancing thereof through the incurrence of Delayed Draw Term Loans is reasonably acceptable to the Agent), and (iii) no Event of Default and no Potential Default has occurred and is continuing. If the Borrower wishes to extend the Termination Date, it shall give written notice to that effect to the Agent not less than 10 nor more than 90 days prior to the original Termination Date (and the Agent shall thereafter deliver a copy of such notice to the Lenders). Delivery of such notice shall be deemed to be a representation and warranty by the Borrower as of the date each of such right is exercised by six months. The Borrower may exercise each such extension right only by executing and delivering to the Administrative Agent, at least 90 days but not more than 180 days prior to the then current Termination Date, a written request for such extension (each an “Extension Request”). The Administrative Agent shall notify the Lenders each time it receives an Extension Request promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Termination Date then in effect shall be extended for six months effective upon receipt by the Administrative Agent of an Extension Request and payment of the applicable fee referred to the following clause (b): (a) immediately prior to such extension and immediately after giving effect thereto, notice that (i) no Default or Event of Default shall exist the conditions to exercising such extension have been satisfied and (ii) the representations and warranties made or deemed made by the Parent, of the Borrower and each other Loan Party set forth in the Loan Documents to which any of them is a party, Article III hereof shall be true and correct in all material respects (except in respects. Upon the case of a representation Agent receiving such written notice, and warranty qualified by materialityprovided that the conditions have been met, in which case such representation or warranty the Termination Date shall be true and correct in all respects) extended, effective on and as of the date of such extension with the same force and effect as if made on and as of such date except receipt, to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation and warranty qualified by materialityNovember 21, in which case such representation or warranty shall have been true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents and (b) the Borrower shall have paid the Fees payable under Section 3.5.(e). At any time prior to the effectiveness of any such extension, upon the Administrative Agent’s request, the Borrower shall deliver to the Administrative Agent a certificate from the chief executive officer or chief financial officer certifying the matters referred to in the immediately preceding clauses (a)(i) and (a)(ii)2005.

Extension of Termination Date. The Borrower shall have the right, exercisable two times, to extend the Termination Date in effect as of the date each such right is exercised by six months. The Borrower may exercise each such extension right only request that the Administrative Agent and the Lenders extend the current Termination Date by one year by executing and delivering to the Administrative Agent, Agent at least 90 days but not more than 180 days prior to the then current Termination Date, a written request for such extension in the form of Exhibit M (each an “Extension Request”). The Administrative Agent shall notify forward to each Lender a copy of the Lenders each time it receives an Extension Request delivered to the Administrative Agent promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Termination Date then in effect shall be extended for six months one year effective upon receipt by the Administrative Agent of an the Extension Request and payment of the applicable fee referred to in the following clause (by): (ax) immediately prior to such extension and immediately after giving effect thereto, (iA) no Default or Event of Default shall exist and (iiB) the representations and warranties made or deemed made by the Parent, the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in to the case of a representation and warranty extent otherwise qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such extension with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in to the case of a representation and warranty extent otherwise qualified by materiality, in which case such representation or warranty shall have been be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents or waived or consented to by Requisite Lenders in accordance with the provisions of Section 13.7. and (by) the Borrower shall have paid the Fees payable under Section 3.5.(e3.6.(f). At any time Immediately prior to to, or as of the effectiveness of date of, any such extension, upon the Administrative Agent’s request, the Borrower shall deliver to the Administrative Agent a certificate from the chief executive officer or chief financial officer certifying the matters referred to in the immediately preceding clauses (a)(ix)(A) and (a)(iix)(B). The Termination Date may be extended only one time pursuant to this Section.

Extension of Termination Date. The Borrower shall have the right, exercisable two timesone time, to extend the Termination Date in effect as of the date each such right is exercised by six monthsone year. The Borrower may exercise each such extension right only by executing and delivering to the Administrative Agent, Agent at least 90 days but not more than 180 days prior to the then current Termination Date, a written request for notice of such extension (each an “Extension RequestNotice”). The Administrative Agent shall notify the Revolving Lenders each time if it receives an Extension Request Notice promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Termination Date then in effect shall be extended for six months one year effective upon receipt by the Administrative Agent of an the Extension Request Notice and payment of the applicable fee referred to in the following clause (by): (ax) immediately prior to such extension and immediately after giving effect thereto, (iA) no Default or Event of Default shall exist and (iiB) the representations and warranties made or deemed made by the Parent, the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation and or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such extension with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation and or warranty qualified by materiality, in which case such representation or warranty shall have been be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents and (by) the Borrower shall have paid the Fees payable under Section 3.5.(e3.5.(d). At any time prior to the effectiveness of any such extension, upon the Administrative Agent’s request, the Borrower shall deliver to the Administrative Agent a certificate from either (i) any two of the following officers of the Parent (x) the chief executive officer or officer, (y) the chief financial officer or (z) the chief accounting officer, or (ii) the treasurer of the Parent and any one of the following officers of the Parent (x) the chief executive officer, (y) the chief financial officer or (z) the chief accounting officer, certifying the matters referred to in the immediately preceding clauses (a)(ix)(A) and (a)(iix)(B).

Extension of Termination Date. The Borrower shall have the right, exercisable two timesone time, to extend the Termination Date in effect as of the date each such right is exercised by six monthsone year. The Borrower may exercise each such extension right only by executing and delivering to the Administrative Agent, Agent at least 90 days but not more than 180 days prior to the then current Termination Date, a written request for such extension (each an “Extension Request”). The Administrative Agent shall notify forward to each Lender a copy of the Lenders each time it receives an Extension Request delivered to the Agent promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Termination Date then in effect shall be extended for six months effective upon receipt by the Administrative Agent of an Extension Request and payment of the applicable fee referred to the following clause (b): one year: (a) immediately prior to such extension and immediately after giving effect thereto, (i) no Default or Event of Default shall exist and (ii) the representations and warranties made or deemed made by the Parent, the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, party shall be true and correct in all material respects (except in to the case of a representation and warranty extent otherwise qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such extension with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in to the case of a representation and warranty extent otherwise qualified by materiality, in which case such representation or warranty shall have been true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted not prohibited under the Loan Documents and (b) the Borrower shall have paid the Fees payable under Section 3.5.(e3.6.(a). At any time prior to the effectiveness of any such extension, upon the Administrative Agent’s request, the Borrower shall deliver to the Administrative Agent a certificate from the chief executive financial officer or chief financial officer treasurer certifying the matters referred to referenced in the immediately preceding clauses (a)(ia) and (a)(iib).

Extension of Termination Date. The Borrower shall have the right, exercisable two times, to extend request the extension of the Termination Date in effect as of the date each such right is exercised by six twelve months. The Borrower may exercise each request such an extension right only by executing and delivering to the Administrative Agent, Lender at least 90 60 days but not more than 180 90 days prior to the then date one year prior to the current Termination Date, a written request for such extension (each an “Extension Request”). The Administrative Agent shall notify the Lenders each time it receives an Extension Request promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Termination Date then in effect shall be extended for six months effective upon receipt by the Administrative Agent of an Extension Request and payment of the applicable fee referred to the following clause (b): twelve months: (a) immediately prior to such extension and immediately after giving effect thereto, (i) no Default or Event of Default shall exist and (ii) the representations and warranties made or deemed made by the Parent, the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation and warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such extension with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation and warranty qualified by materiality, in which case such representation or warranty shall have been true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted not prohibited under the Loan Documents and Documents; (b) the Borrower shall have paid the Fees payable under Section 3.5.(ethe Fee Letter payable with respect to such extension; (c) the Lender shall have received such information as it may have requested from the Borrower in connection with such Extension Request in form and substance satisfactory to the Lender; and (d) the Lender, in its sole and absolute discretion, approves such Extension Request. The Lender shall notify the Borrower of the approval or denial of an Extension Request as soon as reasonably practical following receipt by the Lender of all information requested under the immediately preceding clause (c). At any time ; provided, however, if by the date 180 days prior to the effectiveness of any such extension, upon the Administrative Agent’s requestcurrent Termination Date, the Lender shall have not notified the Borrower of the approval or denial of an Extension Request, then the Lender shall deliver be deemed to the Administrative Agent a certificate from the chief executive officer or chief financial officer certifying the matters referred to in the immediately preceding clauses (a)(i) and (a)(ii)have denied such Extension Request.

Extension of Termination Date. The Borrower shall have the rightBorrowers may request, exercisable two times, to extend the Termination Date in effect as of the date each such right is exercised by six months. The Borrower may exercise each such extension right only by executing and delivering written notice to the Administrative Agent, (i) at least 90 30 days but not more than 180 the day occurring 60 days and one year prior to the then current Termination Date, a written request for such six‑month extension of the Termination Date with respect to the Commitments then outstanding and (each ii) thereafter, an additional six‑month extension provided at least 30 days but not more than the day occurring 60 days and one year prior to the Termination Date (as extended pursuant to clause (i) of this sentence) (each, an “Extension Request”). The Administrative Agent shall promptly notify the Lenders each time it receives an Lender of such Extension Request promptly upon receipt thereof. Subject to satisfaction of the following conditions, and the Termination Date then in effect shall at such time shall, effective as of the applicable Extension Date (as defined below), be extended for six months effective upon receipt by an additional six‑month period, provided that, on such Extension Date (a) the Administrative Agent of an Extension Request and shall have received payment in full of the applicable extension fee referred to set forth in Section 2.08(d) and (b) the following clause (b): (a) immediately prior to such extension statements shall be true and immediately after giving effect theretothe Administrative Agent shall have received for the account of each Lender Party a certificate signed by a duly authorized officer of the Operating Partnership, dated the applicable Extension Date, stating that: (i) no Default or Event of Default shall exist and (ii) the representations and warranties made or deemed made by the Parent, the Borrower and each other Loan Party contained in the Loan Documents to which any of them is a party, shall be Section 4.01 are true and correct in all material respects (except in the case of a representation and warranty unless qualified by materialityas to materiality or Material Adverse Effect, in which case such representation or warranty representations and warranties shall be true and correct in all respects) on and as of the date of such extension with the same force and effect as if made on and as of such date Extension Date (except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct accurate in all material respects (except in the case of a representation and warranty qualified by materiality, in which case such representation or warranty shall have been true and correct in all respects) , as applicable, on and as of such earlier date)), and (ii) no Default has occurred and except for changes is continuing or would result from such extension. “Extension Date” means, in factual circumstances specifically and expressly permitted under the Loan Documents case of each extension option, the first date after the delivery by the Borrowers of the related Extension Request that the conditions set forth in clauses (a) and (b) above are satisfied. In the Borrower event that an extension is effected pursuant to this Section 2.16, the aggregate principal amount of all Advances shall have paid the Fees payable under Section 3.5.(e). At any time prior be repaid in full ratably to the effectiveness Lenders on the Termination Date as so extended. As of the Extension Date, any such extension, upon and all references in this Agreement or any of the Administrative Agent’s request, the Borrower shall deliver other Loan Documents to the Administrative Agent a certificate from “Termination Date” shall refer to the chief executive officer or chief financial officer certifying the matters referred to in the immediately preceding clauses (a)(i) and (a)(ii)Termination Date as so extended.

Extension of Termination Date. The Borrower shall have the right, exercisable two timesone time, to extend the Termination Date in effect as of the date each by one year. To exercise such right is exercised by six months. The the Borrower may exercise each such extension right only by executing shall execute and delivering deliver a written request (the “Extension Request”) to the Administrative Agent, Agent at least 90 days but not more than 180 days prior to the then current Termination Date, a written request for such extension (each an “Extension Request”). The Administrative Agent shall notify forward to each Lender a copy of the Lenders each time it receives an Extension Request delivered to the Administrative Agent promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Termination Date then in effect shall be extended for six months one year effective upon receipt by the Administrative Agent of an the Extension Request and payment of the applicable fee referred to in the following clause (by): (ax) immediately prior to such extension and immediately after giving effect thereto, (iA) no Default or Event of Default shall exist and (iiB) the representations and warranties made or deemed made by the Parent, the Borrower and each other Loan Party in the any Loan Documents Document to which any of them such Loan Party is a party, party shall be true and correct in all material respects (except in the case of a representation and or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the effective date of such extension with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation and or warranty qualified by materiality, in which case such representation or warranty shall have been be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents hereunder and (by) the Borrower shall have paid the Fees payable under Section 3.5.(e3.5.(d). At any time prior to the effectiveness of any such extension, upon the Administrative Agent’s request, the Borrower shall deliver to the Administrative Agent a certificate from a Responsible Officer of the chief executive officer or chief financial officer Borrower certifying the matters referred to in the immediately preceding clauses (a)(ix)(A) and (a)(iix)(B).

Extension of Termination Date. The Borrower shall have the right, exercisable two timesone time, to extend the Termination Date in effect as of the date each such right is exercised by six monthsone year. The Borrower may exercise each such extension right only by executing and delivering to the Administrative Agent, Agent at least 90 60 days but not more than 180 days prior to the then current Termination Date, a written request for such extension (each an “Extension Request”). The Administrative Agent shall notify the Lenders each time if it receives an Extension Request promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Termination Date then in effect shall be extended for six months one year effective upon receipt by the Administrative Agent of an the Extension Request and payment of the applicable fee referred to in the following clause (by): (ax) immediately prior to such extension and immediately after giving effect thereto, (iA) no Default or Event of Default shall exist and (iiB) the representations and warranties made or deemed made by the Parent, the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation and or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such extension with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation and or warranty qualified by materiality, in which case such representation or warranty shall have been be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents and (by) the Borrower shall have paid the Fees payable under Section 3.5.(e3.5.(d). At any time prior Any extension shall constitute certification by the Borrower to the effectiveness of any such extension, upon the Administrative Agent’s request, the Borrower shall deliver to the Administrative Agent a certificate from the chief executive officer or chief financial officer certifying effect that the matters referred to in the immediately preceding clauses (a)(ix)(A) and (a)(ii)x)(B) are true and correct and the Borrower shall be deemed to have represented to the Administrative Agent and the Lenders that the foregoing conditions have been satisfied.

Extension of Termination Date. The This Agreement will terminate on July 6, 2011 (the “Initial Termination Date”). Borrower shall have the right, exercisable may make two times, (2) elections to extend the Initial Termination Date in effect as Date, for each such election, by one (1) additional year, on the first and second anniversary of the date each Closing Date by giving Agent and the Banks written notice of such right is exercised by six months. The Borrower may exercise each such extension right only by executing and delivering to the Administrative Agent, election at least 90 30 days (but not more than 180 days 60 days) prior to the then current Termination relevant anniversary of the Closing Date; provided, a written request however, that the following conditions must be satisfied for such extension (each an “Extension Request”). The Administrative Agent shall notify the Lenders each time it receives an Extension Request promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Termination Date then in effect shall be extended for six months effective upon receipt by the Administrative Agent of an Extension Request and payment of the applicable fee referred to the following clause (b): effected: (a) immediately prior to such extension and immediately after giving effect thereto, Borrower must obtain the written consent of (i) Agent and the Majority Banks to such extension, which consent shall be given in their sole discretion, and (ii) each Bank that will participate in this Agreement as extended (provided, that all such Banks constitute the Majority Banks), which consent shall be given in such Bank’s sole discretion; (b) there shall be no Default or Event of Default shall exist that has occurred and is continuing as of the date of such election and as of the effective date of such extension, both before and after giving effect to such extension; (iic) the representations and warranties made or deemed made by the Parent, the Borrower and each other Loan Party set forth in the Loan Documents to which any of them is a party, Article IV shall be true and correct in all material respects (except in the case of a representation and warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such extension with the same force and effect as if made on election and as of the effective date of such date except to the extent that extension as though such representations and warranties expressly relate solely had been made as of the date of such election and as of the effective date of such extension (it being understood, that any representation or warranty which by its terms is made as of a specified date shall be required to an earlier date (in which case such representations and warranties shall have been be true and correct in all material respects only as of such specified date); (except in the case of a representation and warranty qualified by materiality, in which case such representation or warranty d) there shall have been true no material adverse change in the business, financial condition, operations or properties of Borrower or any of its Subsidiaries from the most recent financial statements of Borrower delivered to Agent; and (e) concurrently with the notice requesting such extension and correct in all respects) on and as the effective date of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents and (b) the Borrower shall have paid the Fees payable under Section 3.5.(e). At any time prior to the effectiveness of any such extension, upon the Administrative Agent’s request, the Borrower shall deliver to the Administrative Agent a certificate from of a Responsible Officer thereof certifying, as of the chief executive officer date of such election or chief financial officer certifying as of the effective date of such extension, as applicable, as to the accuracy of the matters referred to set forth above in the immediately preceding clauses (a)(ib), (c) and (a)(iid). If any Bank does not consent to Borrower’s request for such an extension (each, a “non-consenting Bank”), Borrower will have the right to replace any such non-consenting Bank with a new Bank acceptable to Borrower and Agent, pursuant to Section 2.9. The Commitment of any non-consenting Bank that is not replaced by Borrower pursuant to Section 2.9 (including such non-consenting Bank’s participation interest in any L/Cs and L/C Obligations) shall terminate on the then-scheduled Termination Date applicable to such non-consenting Bank, and the Borrower shall repay the principal amount of all Loans, accrued interest thereon and all other amounts payable to such non-consenting Bank hereunder on such Termination Date. For purposes of clarity, at any date of determination, this Agreement will have a term of no more than five (5) years, whether such determination is made before or after giving effect to any extension election made by Borrower.