Common use of Extension of Revolving Credit Termination Date Clause in Contracts

Extension of Revolving Credit Termination Date. (a) The Company may, from time to time, by notice to the Agent (each such notice being an "Extension Notice") given no later than 30 days but not sooner than 60 days prior to October 31 of each year beginning 1996 (each such October 31, called an "Extension Date") of this Agreement, extend the Revolving Credit Termination Date to a date one year after the then applicable Revolving Credit Termination Date. Such extension shall not be effective with respect to a Bank which, by a notice (a "Withdrawal Notice") to the Company and the Agent given within 30 days following the Agent's receipt of such Extension Notice, declines to consent to such extension or which has failed to respond to the Company and the Agent within said 30-day period (each Bank giving a Withdrawal Notice or failing to respond in a timely manner being called a "Withdrawing Bank" and each Bank other than a Withdrawing Bank being a "Continuing Bank"). Such extension shall be effective only if the aggregate of the Commitments of the Continuing Banks is 66 2/3% or more of the Aggregate Commitment in effect on the date of this Agreement. If Banks with less than 66-2/3% of the Aggregate Commitment elect to be Continuing Banks, the Revolving Credit Termination Date shall not be extended and the Banks (including Withdrawing Banks) shall be obligated to make Loans to the Company in accordance with the original terms of this Agreement (including any previously approved extensions). If Banks with 66-2/3% or more, but less than 100%, of the Aggregate Commitment elect to be Continuing Banks, the Company may, at any time prior to the then applicable Extension Date, invite the Continuing Banks to increase their Commitments and/or invite other banks to become party to the Agreement in accordance with Section 13.3, in an aggregate amount not to exceed the Commitments of the Withdrawing Banks. If the Company fails to receive new or increased Commitments equal to the Commitments of the Withdrawing Banks prior to the then applicable Extension Date, the Company may, at its option, elect to cancel the requested extension of the Revolving Credit Termination Date and the Banks, including the Withdrawing Banks, shall continue to be obligated to make Loans in accordance with the original terms of this Agreement (including any previously approved extensions). If the Company receives 66-2/3% or more, but less than 100%, of the Aggregate Commitment, and the Company elects not to cancel the requested extension, the Revolving Credit Termination Date shall be extended by one year, provided, however, that the Commitment of each Withdrawing Bank shall terminate on the then applicable Revolving Credit Termination Date without giving any effect to such each Withdrawing Bank on such Revolving Credit Termination Date, provided, however, that so long as no Default or Unmatured Default exists, the Company may, at any time prior to such Revolving Credit Termination Date and by not less than five Business Days' prior written notice to the Agent and any Withdrawing Bank, cancel such Bank's Commitment, and thereupon prepay all Loans made by such Bank, together with interest and fees accrued to the date of such prepayment and breakage costs due under Section 3.3, if any, whereupon such Bank shall cease to be obliged to make further Loans hereunder, its Commitment shall be reduced to zero and it shall be released from all unaccrued obligations under this Agreement. The Agent shall notify each Bank of its receipt of an Extension Notice within two Business Days after the Agent's receipt thereof. The Company may deliver only one Extension Notice per year. (b) A Withdrawing Bank shall be obliged, at the request of the Company and subject to the Withdrawing Bank receiving payment in full of all amounts owing to it under this Agreement prior to completion of an assignment, to assign, without recourse or warranty and by an assignment agreement in substantially the form of Exhibit "J" attached hereto, and in accordance with Section 13.3, all of its rights and obligations hereunder to another financial institution which is an Eligible Assignee nominated by the Company and willing to participate in the facility in the place of such Withdrawing Bank; provided that such transferee satisfies all the requirements of this Agreement. (c) If the Revolving Credit Termination Date shall have been extended in respect of Continuing Banks in accordance with this Section 2.6, any Ratable Borrowing Notice or Notice of Conversion/Continuation specifying a Borrowing Date or Conversion/Continuation Date occurring after the Revolving Credit Termination Date applicable to a Withdrawing Bank or requesting an Interest Period extending beyond such date (i) shall have no effect in respect of such Withdrawing Bank and (ii) shall not specify a requested aggregate principal amount exceeding, when combined with all then outstanding Advances, the Aggregate Commitment calculated on the basis of the Commitments of the Continuing Banks. (d) If the Revolving Credit Termination Date shall have been extended in respect of Continuing Banks in accordance with this Section 2.6, all references herein to the "Revolving Credit Termination Date" shall, with respect to all parties hereto other than Withdrawing Banks, refer to the Revolving Credit Termination Date as so extended. 2.7.

Extension of Revolving Credit Termination Date. The Borrowers shall have the option (athe “Extension Option”) The Company may, from time to time, by notice to the Agent (each such notice being an "Extension Notice") given no later than 30 days but not sooner than 60 days prior to October 31 of each year beginning 1996 (each such October 31, called an "Extension Date") of this Agreement, extend the original Revolving Credit Termination Date for a period of one (1) year. Subject to the conditions set forth below, Borrowers may exercise the Extension Option by delivering a date one year after written notice to Agent (who shall provide such notice, promptly upon receipt, to each of the then applicable Revolving Credit Termination Date. Such extension shall Lenders) not be effective with respect to a Bank which, by a notice more than ninety (a "Withdrawal Notice"90) days and not less than thirty (30) days prior to the Company and the Agent given within 30 days following the Agent's receipt of such Extension Notice, declines to consent to such extension or which has failed to respond to the Company and the Agent within said 30-day period (each Bank giving a Withdrawal Notice or failing to respond in a timely manner being called a "Withdrawing Bank" and each Bank other than a Withdrawing Bank being a "Continuing Bank"). Such extension shall be effective only if the aggregate of the Commitments of the Continuing Banks is 66 2/3% or more of the Aggregate Commitment in effect on the date of this Agreement. If Banks with less than 66-2/3% of the Aggregate Commitment elect to be Continuing Banks, the original Revolving Credit Termination Date shall not be extended and (a “Notice to Extend”), stating that the Banks (including Withdrawing Banks) shall be obligated Borrowers have elected to make Loans to the Company in accordance with extend the original terms of this Agreement (including any previously approved extensions). If Banks with 66-2/3% or more, but less than 100%, of the Aggregate Commitment elect to be Continuing Banks, the Company may, at any time prior to the then applicable Extension Date, invite the Continuing Banks to increase their Commitments and/or invite other banks to become party to the Agreement in accordance with Section 13.3, in an aggregate amount not to exceed the Commitments of the Withdrawing Banks. If the Company fails to receive new or increased Commitments equal to the Commitments of the Withdrawing Banks prior to the then applicable Extension Date, the Company may, at its option, elect to cancel the requested extension of the Revolving Credit Termination Date for one (1) year. The Borrowers’ delivery of the Notice to Extend shall be irrevocable and the Banks, including Borrowers’ right to exercise the Withdrawing Banks, Extension Option shall continue be subject to be obligated the following terms and conditions: (i) there shall exist no Default of Event of Default on both the date the Borrowers deliver the Notice to make Loans in accordance with Extend to Agent and on the original terms of this Agreement (including any previously approved extensions). If the Company receives 66-2/3% or more, but less than 100%, of the Aggregate Commitment, and the Company elects not to cancel the requested extension, the Revolving Credit Termination Date shall be extended by one year, provided, however, that the Commitment of each Withdrawing Bank shall terminate on the then applicable Revolving Credit Termination Date without giving any effect to such each Withdrawing Bank on such Revolving Credit Termination Date, provided, however, that so long as no Default or Unmatured Default exists, (ii) the Company may, at any time prior Borrowers shall have paid to such Agent for the account of each Revolving Credit Termination Date and by Lender (other than a Defaulting Lender), not less than five Business Days' prior written notice to days before the Agent and any Withdrawing Bank, cancel such Bank's Commitment, and thereupon prepay all Loans made by such Bank, together with interest and fees accrued to the date of such prepayment and breakage costs due under Section 3.3, if any, whereupon such Bank shall cease to be obliged to make further Loans hereunder, its Commitment shall be reduced to zero and it shall be released from all unaccrued obligations under this Agreement. The Agent shall notify each Bank of its receipt of an Extension Notice within two Business Days after the Agent's receipt thereof. The Company may deliver only one Extension Notice per year. (b) A Withdrawing Bank shall be obliged, at the request of the Company and subject to the Withdrawing Bank receiving payment in full of all amounts owing to it under this Agreement prior to completion of an assignment, to assign, without recourse or warranty and by an assignment agreement in substantially the form of Exhibit "J" attached hereto, and in accordance with Section 13.3, all of its rights and obligations hereunder to another financial institution which is an Eligible Assignee nominated by the Company and willing to participate in the facility in the place of such Withdrawing Bank; provided that such transferee satisfies all the requirements of this Agreement. (c) If the Revolving Credit Termination Date shall have been extended in respect of Continuing Banks in accordance with this Section 2.6, any Ratable Borrowing Notice or Notice of Conversion/Continuation specifying a Borrowing Date or Conversion/Continuation Date occurring after the Revolving Credit Termination Date applicable to a Withdrawing Bank or requesting an Interest Period extending beyond such date (i) shall have no effect in respect of such Withdrawing Bank and (ii) shall not specify a requested aggregate principal amount exceeding, when combined with all then outstanding Advances, the Aggregate Commitment calculated on the basis of the Commitments of the Continuing Banks. (d) If the Revolving Credit Termination Date shall have been extended in respect of Continuing Banks in accordance with this Section 2.6, all references herein to the "original Revolving Credit Termination Date" shall, with respect an extension fee equal to all parties hereto other than Withdrawing Banks0.10% of such Revolving Credit Lender’s Commitment Amount, refer and (iii) without limiting the conditions set forth in the foregoing clause (i), the Borrowers shall have delivered to the Revolving Credit Termination Date Agent a Compliance Certificate, dated as so extended. 2.7of the date of the Notice to Extend, which includes detailed calculations establishing that EPR and its Subsidiaries were in compliance with the financial covenants contained in Section 9.1 as of the date of the most recently ended calendar quarter for which the Borrowers are required to report financial results.

Extension of Revolving Credit Termination Date. (a) The Company may, from time to time, by notice On or . (a) During the period commencing not more than 120 days prior to the Agent (each such notice being an "Extension Notice") given no later Fourth Amendment Effective , and ending not less than 30 days but not sooner than 60 days prior to October 31 of each year beginning 1996 (each such October 31, called an "Extension Date") of this Agreement, extend the Revolving Credit Termination Date to a date one year after the then applicable Revolving Credit Termination Date. Such extension shall not be effective with respect to a Bank which, by a notice (a "Withdrawal Notice") to the Company and the Agent given within 30 days following the Agent's receipt of such Extension Notice, declines to consent to such extension or which has failed to respond to the Company and the Agent within said 30-day period (each Bank giving a Withdrawal Notice or failing to respond in a timely manner being called a "Withdrawing Bank" and each Bank other than a Withdrawing Bank being a "Continuing Bank"). Such extension shall be effective only if the aggregate of the Commitments of the Continuing Banks is 66 2/3% or more of the Aggregate Commitment in effect on the date of this Agreement. If Banks with less than 66-2/3% of the Aggregate Commitment elect to be Continuing Banksto, the Revolving Credit Termination Date then in effect, the Borrower may request one one-yeartwo six-month extensions of the Revolving Credit Termination Date by delivering to the Administrative Agent a written notice (the “Extension Request”), which the Administrative Agent shall distribute promptly to the Lenders,; provided that, (i) the Borrower may not submit more than onetwo Extension Requests (except as provided in Section 2.6(b) below) and (ii) the Revolving Credit Termination Date, as extended, shall not be extended later than the earlier of (x) March 8, 2023October 28, 2027 and (y) the Banks (including Withdrawing Banks) shall be obligated to make Loans to the Company in accordance with the original terms of this Agreement (including any previously approved extensions). If Banks with 66-2/3% or more, but less than 100%, of the Aggregate Commitment elect to be Continuing Banks, the Company may, at any time date that is one year prior to the then applicable earliest maturity date of any Incremental Term Loans, if any. The Administrative Agent and the Lenders acknowledge and agree that the Extension Request has been deemed given by the Borrower on the Fourth Amendment Effective Date, invite the Continuing Banks to increase their Commitments and/or invite other banks to become party to the Agreement in accordance with Section 13.3, in an aggregate amount not to exceed the Commitments of the Withdrawing Banks. If the Company fails to receive new or increased Commitments equal to the Commitments of the Withdrawing Banks prior to the then applicable Extension Date, the Company may, at its option, elect to cancel the requested The extension of the Revolving Credit Termination Date pursuant to this Section 2.6(a) shall become automatically effective on the date on which the following conditions have been satisfied (and by execution of the Fourth Amendment to Amended and Restated Credit Agreement, dated as of the Fourth Amendment Effective Date, the Administrative Agent and the BanksLenders acknowledge and agree that the following conditions have been deemed satisfied): (i) the Administrative Agent shall have received the Extension Request; (ii) no Default or Event of Default shall have occurred and be continuing either on the date that the Borrower delivers the Extension Request, including the Withdrawing Banks, shall continue to be obligated to make Loans in accordance with or on the original terms of this Agreement (including any previously approved extensions). If the Company receives 66-2/3% or more, but less than 100%, of the Aggregate Commitment, and the Company elects not to cancel the requested extension, the Revolving Credit Termination Date shall be extended by one year, provided, however, that the Commitment of each Withdrawing Bank shall terminate on the then applicable Revolving Credit Termination Date without immediately prior to or after giving any effect to such each Withdrawing Bank on such Revolving Credit Termination Dateextension, provided, however, that so long as no Default or Unmatured Default existsprovided that, the Company may, at any time prior to such Revolving Credit Termination Date and by not less than five Business Days' prior written notice to the Agent and any Withdrawing Bank, cancel such Bank's Commitment, and thereupon prepay all Loans made by such Bank, Borrower shall deliver a certificate from a Responsible Officer together with interest and fees accrued to the date of such prepayment and breakage costs due under Section 3.3, if any, whereupon such Bank shall cease to be obliged to make further Loans hereunder, its Commitment shall be reduced to zero and it shall be released from all unaccrued obligations under this Agreement. The Agent shall notify each Bank of its receipt of an Extension Notice within two Business Days after the Agent's receipt thereof. The Company may deliver only one Extension Notice per year. (b) A Withdrawing Bank shall be obliged, at the request of the Company and subject to the Withdrawing Bank receiving payment in full of all amounts owing to it under this Agreement prior to completion of an assignment, to assign, without recourse or warranty and by an assignment agreement in substantially the form of Exhibit "J" attached hereto, and in accordance with Section 13.3, all of its rights and obligations hereunder to another financial institution which is an Eligible Assignee nominated by the Company and willing to participate in the facility in the place of such Withdrawing Bank; provided that such transferee satisfies all the requirements of this Agreement. (c) If the Revolving Credit Termination Date shall have been extended in respect of Continuing Banks in accordance with this Section 2.6, any Ratable Borrowing Notice or Notice of Conversion/Continuation specifying a Borrowing Date or Conversion/Continuation Date occurring after the Revolving Credit Termination Date applicable to a Withdrawing Bank or requesting an Interest Period extending beyond such date (i) shall have no effect in respect of such Withdrawing Bank and (ii) shall not specify a requested aggregate principal amount exceeding, when combined with all then outstanding Advances, the Aggregate Commitment calculated on the basis of the Commitments of the Continuing Banks. (d) If the Revolving Credit Termination Date shall have been extended in respect of Continuing Banks in accordance with this Section 2.6, all references herein to the "Revolving Credit Termination Date" shall, with respect to all parties hereto other than Withdrawing Banks, refer to the Revolving Credit Termination Date as so extended. 2.7.Request

Extension of Revolving Credit Termination Date. (a) The Company Borrower may, from time to time, by written notice to the Administrative Agent in the form of Exhibit E (each such notice being an "“Extension Notice"Request”) given no earlier than sixty (60) days and no later than 30 days but not sooner than 60 forty-five (45) days prior to October 31 of each year beginning 1996 (each such October 31the then applicable Revolving Credit Termination Date, called an "Extension Date") of this Agreement, extend request that the then applicable Revolving Credit Termination Date be extended to a date one year 364 days after the then applicable Revolving Credit Termination Date. Such extension shall not be effective with respect to a Bank each Lender which, by a written notice in the form of Exhibit F (a "Withdrawal “Continuation Notice"”) to the Company Borrower and the Administrative Agent given within 30 no earlier than forty-five (45) days following and no later than thirty- five (35) days prior to the Agent's receipt of such Extension Noticethen applicable Revolving Credit Termination Date, declines to consent consents, in its sole discretion, to such extension or which has failed to respond to the Company and the Agent within said 30-day period (each Bank Lender giving a Withdrawal Continuation Notice or failing being referred to respond in sometimes as a timely manner being called a "Withdrawing Bank" “Continuing Lender” and each Bank Lender other than a Withdrawing Bank Continuing Lender being a "Continuing Bank"“Non-Extending Lender”). Such ; provided however, that such extension shall be effective only if the aggregate of the Revolving Loan Commitments of the Continuing Banks is 66 2/3Lenders are not less than 51% or more of the Aggregate Total Revolving Credit Commitment in effect of the Lenders on the date of this Agreementthe Extension Request. If Banks with less than 66-2/3% of the Aggregate Commitment elect No Lender shall have any obligation to be Continuing Banks, the Revolving Credit Termination Date shall not be extended and the Banks (including Withdrawing Banks) shall be obligated consent to make Loans to the Company in accordance with the original terms of this Agreement (including any previously approved extensions). If Banks with 66-2/3% or more, but less than 100%, of the Aggregate Commitment elect to be Continuing Banks, the Company may, at any time prior to the then applicable Extension Date, invite the Continuing Banks to increase their Commitments and/or invite other banks to become party to the Agreement in accordance with Section 13.3, in an aggregate amount not to exceed the Commitments of the Withdrawing Banks. If the Company fails to receive new or increased Commitments equal to the Commitments of the Withdrawing Banks prior to the then applicable Extension Date, the Company may, at its option, elect to cancel the requested such extension of the Revolving Credit Termination Date and Date. If less than all of the Banks, including the Withdrawing Banks, shall continue Lenders consent to be obligated any such request pursuant to make Loans in accordance with the original terms subsection (a) of this Agreement subsection 2.22, the Administrative Agent shall promptly so notify the Continuing Lenders, and each Continuing Lender may, in its sole discretion, not later than ten (including any previously approved extensions)10) days after receipt of such notice, give written notice to the Administrative Agent of the amount of the Non- Extending Lenders’ Commitments that it is willing to accept an assignment. If the Company receives 66-2/3% or more, but less than 100%, Continuing Lenders notify the Administrative Agent that they are willing to accept assignments of Commitments in an aggregate amount that exceeds the amount of the Aggregate CommitmentCommitments of the Non-Extending Lenders, such Commitments shall be allocated among the Continuing Lenders willing to accept such assignments in such amounts as are agreed between the Borrower and the Company elects not Administrative Agent. The Administrative Agent shall notify each Lender of the receipt of an Extension Request within three (3) Business Days after receipt thereof. The Administrative Agent shall notify the Borrower and the Lenders no later than fifteen (15) days prior to cancel the requested extension, the Revolving Credit Termination Date shall be extended by one year, provided, however, that the Commitment of each Withdrawing Bank shall terminate on the then applicable Revolving Credit Termination Date without giving any effect to such each Withdrawing Bank on such whether the Administrative Agent has received Continuation Notices from Lenders holding at least 51% of the Total Revolving Credit Termination Date, provided, however, that so long as no Default or Unmatured Default exists, the Company may, at any time prior to such Revolving Credit Termination Date and by not less than five Business Days' prior written notice to the Agent and any Withdrawing Bank, cancel such Bank's Commitment, and thereupon prepay all Loans made by such Bank, together with interest and fees accrued to Commitment on the date of such prepayment and breakage costs due under Section 3.3, if any, whereupon such Bank shall cease to be obliged to make further Loans hereunder, its Commitment shall be reduced to zero and it shall be released from all unaccrued obligations under this Agreement. The Agent shall notify each Bank of its receipt of an the Extension Notice within two Business Days after the Agent's receipt thereof. The Company may deliver only one Extension Notice per year. (b) A Withdrawing Bank shall be obliged, at the request of the Company and subject to the Withdrawing Bank receiving payment in full of all amounts owing to it under this Agreement prior to completion of an assignment, to assign, without recourse or warranty and by an assignment agreement in substantially the form of Exhibit "J" attached hereto, and in accordance with Section 13.3, all of its rights and obligations hereunder to another financial institution which is an Eligible Assignee nominated by the Company and willing to participate in the facility in the place of such Withdrawing Bank; provided that such transferee satisfies all the requirements of this Agreement. (c) If the Revolving Credit Termination Date shall have been extended in respect of Continuing Banks in accordance with this Section 2.6, any Ratable Borrowing Notice or Notice of Conversion/Continuation specifying a Borrowing Date or Conversion/Continuation Date occurring after the Revolving Credit Termination Date applicable to a Withdrawing Bank or requesting an Interest Period extending beyond such date (i) shall have no effect in respect of such Withdrawing Bank and (ii) shall not specify a requested aggregate principal amount exceeding, when combined with all then outstanding Advances, the Aggregate Commitment calculated on the basis of the Commitments of the Continuing Banks. (d) If the Revolving Credit Termination Date shall have been extended in respect of Continuing Banks in accordance with this Section 2.6, all references herein to the "Revolving Credit Termination Date" shall, with respect to all parties hereto other than Withdrawing Banks, refer to the Revolving Credit Termination Date as so extended. 2.7Request.

Extension of Revolving Credit Termination Date. The Borrower shall have the option (athe “Extension Option”) The Company may, from time to time, by notice to the Agent (each such notice being an "Extension Notice") given no later than 30 days but not sooner than 60 days prior to October 31 of each year beginning 1996 (each such October 31, called an "Extension Date") of this Agreement, extend the original Revolving Credit Termination Date for a period of seven (7) months. Subject to the conditions set forth below, the Borrower may exercise the Extension Option by delivering a date one year after written notice to Agent (who shall provide such notice, promptly upon receipt, to each of the then applicable Revolving Credit Termination Date. Such extension shall Lenders) not be effective with respect to a Bank which, by a notice more than ninety (a "Withdrawal Notice"90) days and not less than thirty (30) days prior to the Company and the Agent given within 30 days following the Agent's receipt of such Extension Notice, declines to consent to such extension or which has failed to respond to the Company and the Agent within said 30-day period (each Bank giving a Withdrawal Notice or failing to respond in a timely manner being called a "Withdrawing Bank" and each Bank other than a Withdrawing Bank being a "Continuing Bank"). Such extension shall be effective only if the aggregate of the Commitments of the Continuing Banks is 66 2/3% or more of the Aggregate Commitment in effect on the date of this Agreement. If Banks with less than 66-2/3% of the Aggregate Commitment elect to be Continuing Banks, the original Revolving Credit Termination Date shall not be extended and (a “Notice to Extend”), stating that the Banks (including Withdrawing Banks) shall be obligated Borrower has elected to make Loans to the Company in accordance with extend the original terms of this Agreement (including any previously approved extensions). If Banks with 66-2/3% or more, but less than 100%, of the Aggregate Commitment elect to be Continuing Banks, the Company may, at any time prior to the then applicable Extension Date, invite the Continuing Banks to increase their Commitments and/or invite other banks to become party to the Agreement in accordance with Section 13.3, in an aggregate amount not to exceed the Commitments of the Withdrawing Banks. If the Company fails to receive new or increased Commitments equal to the Commitments of the Withdrawing Banks prior to the then applicable Extension Date, the Company may, at its option, elect to cancel the requested extension of the Revolving Credit Termination Date for seven (7) months. The Borrower’s delivery of the Notice to Extend shall be irrevocable and the Banks, including Borrower’s right to exercise the Withdrawing Banks, Extension Option shall continue be subject to be obligated the following terms and conditions: (i) there shall exist no Default of Event of Default on both the date the Borrower delivers the Notice to make Loans in accordance with Extend to Agent and on the original terms of this Agreement (including any previously approved extensions). If the Company receives 66-2/3% or more, but less than 100%, of the Aggregate Commitment, and the Company elects not to cancel the requested extension, the Revolving Credit Termination Date shall be extended by one year, provided, however, that the Commitment of each Withdrawing Bank shall terminate on the then applicable Revolving Credit Termination Date without giving any effect to such each Withdrawing Bank on such Revolving Credit Termination Date, provided, however, that so long as no Default or Unmatured Default exists, (ii) the Company may, at any time prior Borrower shall have paid to such Agent for the account of each Revolving Credit Termination Date and by Lender (other than a Defaulting Lender), not less than five Business Days' prior written notice to days before the Agent and any Withdrawing Bank, cancel such Bank's Commitment, and thereupon prepay all Loans made by such Bank, together with interest and fees accrued to the date of such prepayment and breakage costs due under Section 3.3, if any, whereupon such Bank shall cease to be obliged to make further Loans hereunder, its Commitment shall be reduced to zero and it shall be released from all unaccrued obligations under this Agreement. The Agent shall notify each Bank of its receipt of an Extension Notice within two Business Days after the Agent's receipt thereof. The Company may deliver only one Extension Notice per year. (b) A Withdrawing Bank shall be obliged, at the request of the Company and subject to the Withdrawing Bank receiving payment in full of all amounts owing to it under this Agreement prior to completion of an assignment, to assign, without recourse or warranty and by an assignment agreement in substantially the form of Exhibit "J" attached hereto, and in accordance with Section 13.3, all of its rights and obligations hereunder to another financial institution which is an Eligible Assignee nominated by the Company and willing to participate in the facility in the place of such Withdrawing Bank; provided that such transferee satisfies all the requirements of this Agreement. (c) If the Revolving Credit Termination Date shall have been extended in respect of Continuing Banks in accordance with this Section 2.6, any Ratable Borrowing Notice or Notice of Conversion/Continuation specifying a Borrowing Date or Conversion/Continuation Date occurring after the Revolving Credit Termination Date applicable to a Withdrawing Bank or requesting an Interest Period extending beyond such date (i) shall have no effect in respect of such Withdrawing Bank and (ii) shall not specify a requested aggregate principal amount exceeding, when combined with all then outstanding Advances, the Aggregate Commitment calculated on the basis of the Commitments of the Continuing Banks. (d) If the Revolving Credit Termination Date shall have been extended in respect of Continuing Banks in accordance with this Section 2.6, all references herein to the "original Revolving Credit Termination Date" shall, with respect an extension fee equal to all parties hereto other than Withdrawing Banks0.05% of such Revolving Credit Lender’s Commitment Amount, refer and (iii) without limiting the conditions set forth in the foregoing clause (i), the Borrower shall have delivered to the Revolving Credit Termination Date Agent a Compliance Certificate, dated as so extended. 2.7of the date of the Notice to Extend, which includes detailed calculations establishing that the Borrower and its Subsidiaries were in compliance with the financial covenants contained in Section 9.1 as of the date of the most recently ended calendar quarter for which the Borrower is required to report financial results.

Extension of Revolving Credit Termination Date. (a) The Company Borrower may, from time to time, by written notice to the Administrative Agent in the form of Exhibit E (each such notice being an "Extension NoticeRequest") given no earlier than sixty (60) days and no later than 30 days but not sooner than 60 forty-five (45) days prior to October 31 of each year beginning 1996 (each such October 31the then applicable Revolving Credit Termination Date, called an "Extension Date") of this Agreement, extend request that the then applicable Revolving Credit Termination Date be extended to a date one year 364 days after the then applicable Revolving Credit Termination Date. Such extension shall not be effective with respect to a Bank each Lender which, by a written notice in the form of Exhibit F (a "Withdrawal Continuation Notice") to the Company Borrower and the Administrative Agent given within 30 no earlier than forty-five (45) days following and no later than thirty-five (35) days prior to the Agent's receipt of such Extension Noticethen applicable Revolving Credit Termination Date, declines to consent consents, in its sole discretion, to such extension or which has failed to respond to the Company and the Agent within said 30-day period (each Bank Lender giving a Withdrawal Continuation Notice or failing being referred to respond in a timely manner being called sometimes as a "Withdrawing BankContinuing Lender" and each Bank Lender other than a Withdrawing Bank Continuing Lender being a "Continuing BankNon-Extending Lender"). Such ; provided however, that such extension shall be effective only if the aggregate of the Revolving Loan Commitments of the Continuing Banks is 66 2/3Lenders are not less than 51% or more of the Aggregate Total Revolving Credit Commitment in effect of the Lenders on the date of this Agreementthe Extension Request. If Banks with less than 66-2/3% of the Aggregate Commitment elect No Lender shall have any obligation to be Continuing Banks, the Revolving Credit Termination Date shall not be extended and the Banks (including Withdrawing Banks) shall be obligated consent to make Loans to the Company in accordance with the original terms of this Agreement (including any previously approved extensions). If Banks with 66-2/3% or more, but less than 100%, of the Aggregate Commitment elect to be Continuing Banks, the Company may, at any time prior to the then applicable Extension Date, invite the Continuing Banks to increase their Commitments and/or invite other banks to become party to the Agreement in accordance with Section 13.3, in an aggregate amount not to exceed the Commitments of the Withdrawing Banks. If the Company fails to receive new or increased Commitments equal to the Commitments of the Withdrawing Banks prior to the then applicable Extension Date, the Company may, at its option, elect to cancel the requested such extension of the Revolving Credit Termination Date and Date. If less than all of the Banks, including the Withdrawing Banks, shall continue Lenders consent to be obligated any such request pursuant to make Loans in accordance with the original terms subsection (a) of this Agreement Section 2.22, the Administrative Agent shall promptly so notify the Continuing Lenders, and each Continuing Lender may, in its sole discretion, give written notice to the Administrative Agent not later than ten (including any previously approved extensions)10) days after receipt of such notice of the amount of the Non-Extending Lenders' Commitments for which it is willing to accept an assignment. If the Company receives 66-2/3% or more, but less than 100%, Continuing Lenders notify the Administrative Agent that they are willing to accept assignments of Commitments in an aggregate amount that exceeds the amount of the Aggregate CommitmentCommitments of the Non-Extending Lenders, such Commitments shall be allocated among the Continuing Lenders willing to accept such assignments in such amounts as are agreed between the Borrower and the Company elects not Administrative Agent. The Administrative Agent shall notify each Lender of the receipt of an Extension Request within three (3) Business Days after receipt thereof. The Administrative Agent shall notify the Borrower and the Lenders no later than fifteen (15) days prior to cancel the requested extension, the Revolving Credit Termination Date shall be extended by one year, provided, however, that the Commitment of each Withdrawing Bank shall terminate on the then applicable Revolving Credit Termination Date without giving any effect to such each Withdrawing Bank on such whether the Administrative Agent has received Continuation Notices from Lenders holding at least 51% of the Total Revolving Credit Termination Date, provided, however, that so long as no Default or Unmatured Default exists, the Company may, at any time prior to such Revolving Credit Termination Date and by not less than five Business Days' prior written notice to the Agent and any Withdrawing Bank, cancel such Bank's Commitment, and thereupon prepay all Loans made by such Bank, together with interest and fees accrued to Commitment on the date of such prepayment and breakage costs due under Section 3.3, if any, whereupon such Bank shall cease to be obliged to make further Loans hereunder, its Commitment shall be reduced to zero and it shall be released from all unaccrued obligations under this Agreement. The Agent shall notify each Bank of its receipt of an the Extension Notice within two Business Days after the Agent's receipt thereof. The Company may deliver only one Extension Notice per year. (b) A Withdrawing Bank shall be obliged, at the request of the Company and subject to the Withdrawing Bank receiving payment in full of all amounts owing to it under this Agreement prior to completion of an assignment, to assign, without recourse or warranty and by an assignment agreement in substantially the form of Exhibit "J" attached hereto, and in accordance with Section 13.3, all of its rights and obligations hereunder to another financial institution which is an Eligible Assignee nominated by the Company and willing to participate in the facility in the place of such Withdrawing Bank; provided that such transferee satisfies all the requirements of this Agreement. (c) If the Revolving Credit Termination Date shall have been extended in respect of Continuing Banks in accordance with this Section 2.6, any Ratable Borrowing Notice or Notice of Conversion/Continuation specifying a Borrowing Date or Conversion/Continuation Date occurring after the Revolving Credit Termination Date applicable to a Withdrawing Bank or requesting an Interest Period extending beyond such date (i) shall have no effect in respect of such Withdrawing Bank and (ii) shall not specify a requested aggregate principal amount exceeding, when combined with all then outstanding Advances, the Aggregate Commitment calculated on the basis of the Commitments of the Continuing Banks. (d) If the Revolving Credit Termination Date shall have been extended in respect of Continuing Banks in accordance with this Section 2.6, all references herein to the "Revolving Credit Termination Date" shall, with respect to all parties hereto other than Withdrawing Banks, refer to the Revolving Credit Termination Date as so extended. 2.7Request.