Common use of Extension of Conversion Date Clause in Contracts

Extension of Conversion Date. (a) The Borrower may, by written notice given to the Agent at least 60 days but not more than 90 days prior to the then current Conversion Date, request that the Conversion Date be extended to a date which is 364 days following the then current Conversion Date. Such extension shall become effective on the then current Conversion Date if, but only if, all of the Lenders notify the Agent in writing that they consent to such extension (whether such notification is provided either initially or after the completion of the procedures set forth in clauses (b), (c) and (d) below) at least 10 days prior to the then current Conversion Date, which consent may be withheld by the Lenders in their sole and absolute discretion. Any such notice to the Agent of consent to such extension which is given to the Agent more than 30 days prior to the then current Conversion Date shall be revocable by the Lender until the 30th day prior to the then current Conversion Date. (b) If the Borrower makes a request for an extension of the then current Conversion Date pursuant to Section 1.13(a), the Agent shall forthwith notify the Lenders of such request and each Lender shall, at least 30 days prior to the then current Conversion Date, notify the Agent as to whether or not it consents to such extension. If a group of Lenders (collectively, the "Extending Lenders" and individually, an "Extending Lender") whose Individual Commitments constitute in the aggregate at the time of such request at least 80% of the total Individual Commitments at such time have so notified the Agent that they consent to such extension (which notices have not been revoked) at least 30 days prior to the then current Conversion Date, and the remaining Lenders (collectively, the "Non-Extending Lenders" and individually, a "Non-Extending Lender") have either failed to so notify the Agent or have so notified the Agent that they do not consent to such extension at least 30 days prior to the then current Conversion Date, then the Borrower may indicate to the Agent in writing that it desires to replace the Non-Extending Lenders with one or more of the Extending Lenders, and the Agent shall then forthwith give notice to the Extending Lenders that any Extending Lender or Extending Lenders may, in the aggregate, assume all (but not part) of the Non-Extending Lenders' Individual Commitments and obligations hereunder and, in the aggregate, acquire all (but not part) of the rights of the Non-Extending Lenders hereunder (but in no event shall any Extending Lender or the Agent be obliged to so do). If one or more Extending Lenders shall so agree in writing (collectively, the "Assenting Lenders" and individually, an "Assenting Lender") with respect to such acquisition and assumption, the Individual Commitments and the rights and obligations of each such Assenting Lender hereunder shall be increased by its respective pro rata share (based on the relative Individual Commitments of the Assenting Lenders) of the Non-Extending Lenders' Individual Commitments and rights and obligations hereunder on a date no later than 20 days prior to the then current Conversion Date but otherwise mutually acceptable to the Assenting Lenders and the Borrower. On such date, the Assenting Lender shall pay to each Non-Extending Lender the advances of such Non-Extending Lender then outstanding, together with all interest accrued thereon and all other amounts owing to such Non-Extending Lender hereunder, and, upon such payment by the Assenting Lenders, such Non-Extending Lender shall cease to be a "Lender" for purposes of this agreement and shall no longer have any obligations hereunder. Upon the assumption of such Non-Extending Lender's Individual Commitment as aforesaid by an Assenting Lender, Schedule A hereto shall be deemed to be amended to increase the Individual Commitment of such Assenting Lender by the respective amounts of such assumption and to reduce the Individual Commitment of such Non-Extending Lender to nil. (c) If all of the Non-Extending Lenders' Individual Commitments and rights and obligations hereunder are not acquired and assumed by the Extending Lenders pursuant to Section 1.13(b), each Non-Extending Lender shall use its best efforts to sell on a timely basis (i.e., on or before a date no later than 10 days prior to the then current Conversion Date) its remaining Individual Commitment and rights and obligations hereunder to a Purchasing Lender (as defined in Section 15.06(c)) pursuant to Section 15.06(c), which Purchasing Lender is prepared to consent to the requested extension of the Conversion Date. If the Borrower identifies to a Non-Extending Lender such a specific Purchasing Lender, such Non-Extending Lender shall sell its remaining Individual Commitment and rights and obligations hereunder to such Purchasing Lender. (d) If no sale has been made pursuant to Section 1.13(c) by the date which is 10 days prior to the then Conversion Date, the Borrower may prepay on such date all Accommodations made available to it by each Non-Extending Lender together with all accrued and unpaid fees and interest with respect thereto (provided that, with respect to any such Accommodations which are LIBOR Loans, they may be so prepaid as they mature), whereupon the Individual Commitment of such Non-Extending Lender shall be reduced to nil and such Non-Extending Lender shall cease to be a Lender hereunder.

Extension of Conversion Date. (a) The Borrower may, on one or more occasions, by written notice given to the Administrative Agent at least 60 (which shall promptly deliver a copy to each of the Lenders) not fewer than 45 days but and not more than 90 60 days prior to the then current Existing Conversion Date, Date (as defined below) request that the Lenders extend the Conversion Date be extended to a date which is for an additional 364 days following from the then current Conversion Date. Such extension shall become effective on the then current Conversion Date if, but only if, all of the Lenders notify the Agent then in writing that they consent effect hereunder prior to such extension (whether such notification is provided either initially or after the completion of "Existing Conversion Date"). Each Lender, acting in its sole discretion, shall, by notice to the procedures set forth in clauses (b), (c) Borrower and (d) below) at least 10 the Administrative Agent given not fewer than 20 days prior to the then current Existing Conversion Date, which consent may be withheld by advise the Lenders in their sole and absolute discretion. Any Borrower whether or not such notice to the Agent of consent Lender agrees to such extension which is given to and any Lender that does not advise the Agent more than 30 days Borrower on or before the 20th day prior to the then current Existing Conversion Date shall be revocable by the deemed to be a Non-extending Lender. The election of any Lender until the 30th day prior to the then current Conversion Dateagree to such extension shall not obligate any other Lender to agree. (b) If The Borrower shall have the right on or before the Existing Conversion Date, at its own expense, to require any Lender which shall have advised or been deemed to advise the Borrower makes a request for that it will not agree to an extension of the then current Conversion Date pursuant to Section 1.13(a), the Agent shall forthwith notify the Lenders of such request and (each Lender shall, at least 30 days prior to the then current Conversion Date, notify the Agent as to whether or not it consents to such extension. If a group of Lenders (collectively, the "Extending Lenders" and individually, an "Extending Lender") whose Individual Commitments constitute in the aggregate at the time of such request at least 80% of the total Individual Commitments at such time have so notified the Agent that they consent to such extension (which notices have not been revoked) at least 30 days prior to the then current Conversion Date, and the remaining Lenders (collectively, the "Non-Extending Lenders" and individually, a "Non-Extending Lender") have either failed to so notify the Agent or have so notified the Agent that they do not consent to such extension at least 30 days prior transfer without recourse (in accordance with and subject to the then current Conversion Daterestrictions contained in Section 10.06) all its interests, then the Borrower may indicate rights and obligations under this Agreement to the Agent in writing that it desires to replace the Non-Extending Lenders with one or more of the Extending Lenders, and the Agent shall then forthwith give notice to the Extending Lenders that other banks or other financial institutions (any Extending Lender such bank or Extending Lenders may, in the aggregate, assume all (but not part) of the Non-Extending Lenders' Individual Commitments and obligations hereunder and, in the aggregate, acquire all (but not part) of the rights of the Non-Extending Lenders hereunder (but in no event shall any Extending Lender or the Agent be obliged to so do). If one or more Extending Lenders shall so agree in writing (collectively, the other financial institution being called a "Assenting Lenders" and individually, an "Assenting Substitute Lender"), which may include any Lender, provided that (i) with respect to such acquisition and assumptionSubstitute Lender, the Individual Commitments and the rights and obligations of each such Assenting Lender hereunder shall be increased by its respective pro rata share (based on the relative Individual Commitments of the Assenting Lenders) of the Non-Extending Lenders' Individual Commitments and rights and obligations hereunder on if not already a date no later than 20 days prior to the then current Conversion Date but otherwise mutually acceptable to the Assenting Lenders and the Borrower. On such date, the Assenting Lender shall pay to each Non-Extending Lender the advances of such Non-Extending Lender then outstanding, together with all interest accrued thereon and all other amounts owing to such Non-Extending Lender hereunder, and, upon such payment by shall be subject to the Assenting Lenders, such Non-Extending Lender shall cease approval of the Administrative Agent (not to be a "Lender" for purposes of this agreement unreasonably withheld) and shall no longer have any obligations hereunder. Upon execute all such documentation as the assumption Administrative Agent shall specify to evidence its status as a Lender hereunder and (ii) such assignment shall become effective as of such Non-Extending Lender's Individual Commitment as aforesaid by an Assenting Lender, Schedule A hereto shall be deemed to be amended to increase the Individual Commitment of such Assenting Lender by the respective amounts of such assumption and to reduce the Individual Commitment of such Non-Extending Lender to nilExisting Conversion Date. (c) If all (and only if) Lenders (including Substitute Lenders) holding Commitments that represent at least a majority of the Non-Extending Lenders' Individual aggregate amount of remaining Commitments and rights and obligations hereunder are not acquired and assumed by on the Extending Lenders date immediately preceding the Existing Conversion Date (excluding for purposes of such computation any Commitments that will terminate pursuant to the second sentence of Section 1.13(b2.09(a)) shall have agreed to extend the Existing Conversion Date (the "Continuing Lenders"), then (i) the Conversion Date shall be extended to the date 364 days after the Existing Conversion Date (provided, that if such date is not a Business Day, then the Conversion Date as so extended shall be the next preceding Business Day), and (ii) the Commitment of each Non-Non- Extending Lender (after giving effect to each transfer and assignment pursuant to paragraph (b) above) shall use its best efforts to sell terminate on a timely basis (i.e., on or before a date no later than 10 days prior to the then current Existing Conversion Date) its remaining Individual Commitment and rights and obligations hereunder to a Purchasing Lender (as defined in Section 15.06(c)) pursuant to Section 15.06(c). Notwithstanding the foregoing, which Purchasing Lender is prepared to consent to the requested no extension of the Conversion Date. If Date shall be effective with respect to any Lender unless, on and as of the Borrower identifies to a Non-Extending Lender such a specific Purchasing Lender, such Non-Extending Lender shall sell its remaining Individual Commitment and rights and obligations hereunder to such Purchasing Lender. (d) If no sale has been made pursuant to Section 1.13(c) by the date which is 10 days prior to the then Existing Conversion Date, the Borrower may prepay on such date all Accommodations made available to it by each Non-Extending Lender together conditions set forth in paragraphs (b) and (c) of Section 4.01 shall be satisfied (with all accrued and unpaid fees and interest with respect thereto (provided that, with respect references in such paragraphs to any such Accommodations which are LIBOR Loans, they may be so prepaid as they mature), whereupon the Individual Commitment of such Non-Extending Lender shall be reduced to nil and such Non-Extending Lender shall cease a Borrowing being deemed to be references to such extension) and the Administrative Agent shall have received a Lender hereundercertificate to that effect, dated the Existing Conversion Date and executed by a Responsible Officer of the Borrower. No fee will be payable in connection with any extension pursuant to this Section 2.21.

Extension of Conversion Date. (a) The Borrower may, by written notice given to the Agent at least 60 days but not Not more than 90 days prior to nor less than 60 days before the then current effective Conversion Date, request Celestica may request, by delivery of an Extension Request (which shall include the consent of all Guarantors) to the Administrative Agent, that the Conversion Date be extended for an additional period of 364 days. Within 5 days after receipt of such Extension Request, the Administrative Agent shall notify each Lender of the Extension Request by Celestica and provide each Lender with a copy of such Extension Request. Within 25 days after Celestica has delivered such Extension Request, each Lender shall give the Administrative Agent notice in writing of its decision to agree to so extend or to deny the requested extension (and the failure to provide such notice shall be deemed to be a decision to deny the requested extension). Within 5 days following the aforesaid 25 day period, the Administrative Agent shall give written notice to Celestica and the Lenders advising as to those Lenders who have agreed to the requested extension (for purposes of this Section 2.8, the "Approving Lenders") and those Lenders who have not agreed to or who have been deemed to have not agreed to the requested extension (for purposes of this Section 2.8, the "Dissenting Lenders"). (i) If all Lenders approve the requested extension, the Facility shall be extended for a further 364 days and the Conversion Date shall be the date which that is 364 days from the date that had been the Conversion Date. (ii) If Lenders having Commitments equal to at least 66 K% but less than 100% of the Commitments approve the requested extension then an Approving Lender, at its option, may acquire all or any portion of the rights and obligations of the Dissenting Lenders under the Facility by giving written notice to the Administrative Agent of the portion of the rights and obligations of the Dissenting Lenders which such Approving Lender is prepared to acquire. Such notice shall be given within 10 days following receipt of the notice from the Administrative Agent advising as to the Approving Lenders and the Dissenting Lenders pursuant to Section 2.8(b). If more than one Approving Lender gives notice to the Administrative Agent that it wishes to acquire all or a portion of the rights and obligations of the Dissenting Lenders under the Facility, then each Approving Lender shall, subject to Section 2.8(b)((iii) be entitled to acquire its pro rata share of the rights and obligations of the Dissenting Lenders under the Facility. For the purpose of this Section 2.8(b)(ii), the Approving Lenders' pro rata shares shall be determined based on the Commitments (before acquisition under this Section 2.8(b)(ii)) of each of the Approving Lenders wishing to acquire a portion of the rights and obligations of the Dissenting Lenders under the Facility. The Administrative Agent shall give written notice to Celestica within five days following the then current Conversion expiry of the time for Approving Lenders to give notice of acquisition pursuant to this Section 2.8(b)(ii), of the Commitments of the Dissenting Lenders so acquired. (iii) If one or more of the Approving Lenders (for purposes of this Section 2.8(b)(iii), the "Acquiring Lenders") has given notice to the Administrative Agent that it wishes to acquire all or a portion of the rights and obligations of the Dissenting Lenders under the Facility pursuant to Section 2.8(b)(ii), then, concurrently with the notice given to Celestica pursuant to Section 2.8(b)(ii), the Administrative Agent shall give notice to each of the Acquiring Lenders setting out the Commitments of and the amount of the outstanding Advances made by the Dissenting Lenders to be acquired by each of the Acquiring Lenders in accordance with Section 2.8(b)(ii) and of the date (for purposes of this Section 2.8(b)(iii), the "Acquisition Date") on which the acquisition shall be effective. Such extension The Acquisition Date shall become effective be the tenth day following the date of the notice given pursuant to this Section 2.8(b)(iii). At or before 11:00 a.m. (Toronto, Canada time) on the then current Conversion Date ifAcquisition Date, but only if, all each Acquiring Lender shall deposit with or transfer to the Administrative Agent for the account of the Dissenting Lenders notify an amount equal to the Agent in writing that they consent to such extension (whether such notification is provided either initially or after the completion amount of the procedures set forth outstanding credit to be acquired by it pursuant to this Section 2.8(b)(iii). Upon receipt of such amounts, the Administrative Agent and the Relevant Facility Agent shall (i) disburse such amounts to each of the Dissenting Lenders in clauses accordance with their respective entitlement thereto against delivery of forms of Transfer Notice executed by each of the Dissenting Lenders; and (bii) make appropriate entries in the books of account regarding the Facility. The provisions of Section 13.11(b), (c) and (d) belowshall apply mutatis mutandis to any acquisition pursuant to this Section 2.8(b)(iii). Each acquisition of the outstanding Advances of a Dissenting Lender by an Acquiring Lender shall be subject to the prior consent of Celestica, which consent shall not be unreasonably withheld or delayed, provided that it shall not be unreasonable for Celestica to withhold its consent if such acquisition gives rise to a claim for increased costs pursuant to Article 5 or any obligation on the part of an Obligor to deduct or withhold any Taxes from or in respect of any sum payable under this Agreement, in excess of what would have been the case without such acquisition, but it shall be unreasonable for Celestica to withhold its consent if such Acquiring Lender waives the rights to any benefits under Section 5.7 in respect of the Advances purchased by it pursuant to this clause (iii). (iv) If Lenders having Commitments equal to at least 10 days prior 66 K% but less than 100% of the Commitments approve the requested extension and if the Acquiring Lenders have not acquired all of the rights and obligations of the Dissenting Lenders pursuant to Section 2.8(b)(iii), then Celestica may, at its option, either (A) locate one or more other financial institutions (for purposes of this Section 2.8(b)(iv), "Alternate Lenders"), satisfactory to the Administrative Agent acting reasonably, to become Lenders and to acquire all or a pro rata share of the rights and obligations of the Dissenting Lenders under the Facility which have not been acquired by the Acquiring Lenders or (B) repay to the Relevant Facility Agent on behalf of such Dissenting Lenders all of the outstanding Advances which have been advanced by such Dissenting Lenders and all accrued and unpaid interest and fees thereon without any repayment to any other Lenders. For the purpose of this Section 2.8(b)(iv), the Alternate Lenders' pro rata shares shall be determined based on the Commitments of each of the Alternate Lenders wishing to acquire a portion of the rights and obligations of the Dissenting Lenders under the Facility. If all of the rights and obligations of the Dissenting Lenders have not been acquired by Acquiring Lenders or Alternate Lenders or both or if all of the credit outstanding hereunder which has been extended by such Dissenting Lenders and all accrued and unpaid interest and fees thereon have not been repaid as aforesaid on or before the then current Conversion Date, which consent may be withheld by the Lenders in their sole and absolute discretion. Any such notice to the Agent of consent to such extension which is given to the Agent more than 30 days prior to the then current Conversion Date there shall be revocable by the Lender until the 30th day prior to the then current Conversion Date. (b) If the Borrower makes a request for an no extension of the then current Conversion Date pursuant to and Section 1.13(a), 2.8(b)(v) shall apply. If (A) all of the Agent shall forthwith notify rights and obligations of the Dissenting Lenders have been acquired by Acquiring Lenders and/or Alternate Lenders and/or (B) if all of the Advances outstanding hereunder which have been advanced by such request Dissenting Lenders and each Lender shall, at least 30 days prior to all accrued and unpaid interest and fees thereon have been repaid as aforesaid on or before the then current Conversion Date, notify the Agent as to whether or not it consents to such extension. If Facility shall be extended for a group of Lenders (collectively, further 364 days and the "Extending Lenders" and individually, an "Extending Lender") whose Individual Commitments constitute in Conversion Date shall be the aggregate at date that is 364 days from the time of such request at least 80% of date that had been the total Individual Commitments at such time have so notified the Agent that they consent to such extension (which notices have not been revoked) at least 30 days prior to the then current Conversion Date, and the remaining Lenders (collectively, the "Non-Extending Lenders" and individually, a "Non-Extending Lender") have either failed to so notify the Agent or have so notified the Agent that they do not consent to such extension at least 30 days prior to the then current Conversion Date, then the Borrower may indicate to the Agent in writing that it desires to replace the Non-Extending Lenders with one or more of the Extending Lenders, and the Agent shall then forthwith give notice to the Extending Lenders that any Extending Lender or Extending Lenders may, in the aggregate, assume all (but not part) of the Non-Extending Lenders' Individual Commitments and obligations hereunder and, in the aggregate, acquire all (but not part) of the rights of the Non-Extending Lenders hereunder (but in no event shall any Extending Lender or the Agent be obliged to so do). If one or more Extending Lenders shall so agree in writing (collectively, the "Assenting Lenders" and individually, an "Assenting Lender") with respect to such acquisition and assumption, the Individual Commitments and the rights and obligations of each such Assenting Lender hereunder shall be increased by its respective pro rata share (based on the relative Individual Commitments of the Assenting Lenders) of the Non-Extending Lenders' Individual Commitments and rights and obligations hereunder on a date no later than 20 days prior to the then current Conversion Date but otherwise mutually acceptable to the Assenting Lenders and the Borrower. On such date, the Assenting Lender shall pay to each Non-Extending Lender the advances of such Non-Extending Lender then outstanding, together with all interest accrued thereon and all other amounts owing to such Non-Extending Lender hereunder, and, upon such payment by the Assenting Lenders, such Non-Extending Lender shall cease to be a "Lender" for purposes of this agreement and shall no longer have any obligations hereunder. Upon the assumption of such Non-Extending Lender's Individual Commitment as aforesaid by an Assenting Lender, Schedule A hereto shall be deemed to be amended to increase the Individual Commitment of such Assenting Lender by the respective amounts of such assumption and to reduce the Individual Commitment of such Non-Extending Lender to nil. (cv) If all Lenders having Commitments of less than 66 K% of the Non-Extending Lenders' Individual Commitments and rights and obligations hereunder are not acquired and assumed by under the Extending Lenders pursuant to Section 1.13(b)Facility approve the requested extension, each Non-Extending Lender the amount of the Facility shall use its best efforts to sell be permanently reduced on a timely basis (i.e., on or before a date no later than 10 days prior the Conversion Date to the then current aggregate of the Advances outstanding on the Conversion Date) its remaining Individual Commitment and rights and obligations hereunder to a Purchasing Lender (as defined in Section 15.06(c)) pursuant to Section 15.06(c)Date under the Facility, which Purchasing Lender is prepared to consent to the requested there shall be no further extension of the Conversion Date. If Date and the Borrower identifies to a Non-Extending Lender such a specific Purchasing Lender, such Non-Extending Lender Final Maturity Date shall sell its remaining Individual Commitment and rights and obligations hereunder to such Purchasing Lender. (d) If no sale has been made pursuant to Section 1.13(c) by be the date which is 10 days prior to two years from the then effective Conversion Date, provided that the Borrower may prepay on such date all Accommodations made available to it by each Non-Extending Lender together with all accrued and unpaid fees and interest with respect thereto (provided thatFacility shall, with respect to any such Accommodations which are LIBOR Loansas at the then effective Conversion Date, they may be so prepaid as they mature), whereupon the Individual Commitment of such Non-Extending Lender shall be reduced to nil and such Non-Extending Lender shall cease to be a revolving in nature. A Dissenting Lender hereundershall remain committed to make Advances under the Facility until the earlier of the date on which the Obligations owing to it are assigned or repaid as aforesaid and the Final Maturity Date as determined in accordance with Section 2.8(b)(v).

Extension of Conversion Date. (ai) The US Borrower may, at its option and from time to time during the Tranche B Revolving Period, request an offer to extend the Tranche B Revolving Period by written notice given delivering to the US Agent at least 60 days but a Request for an Offer of Extension not more than 90 sixty days prior to the then current Conversion Date, request that the Conversion Date be extended to a date which is 364 days following the then current Tranche B Conversion Date. Such extension US Agent shall become effective on the then current Conversion Date if, but only if, all forthwith provide a copy of the Lenders notify Request for an Offer of Extension to each of the Tranche B Lenders. Upon receipt by each Tranche B Lender from US Agent in writing that they consent to such extension (whether such notification is provided either initially or of an executed Request for an Offer of Extension, each Tranche B Lender shall, within thirty days after the completion date such Tranche B Lender receives such request from US Agent, either: (1) notify US Agent of its acceptance of the procedures set forth in clauses (b)Request for an Offer of Extension, (c) and (d) below) at least 10 days prior the terms and conditions, if any, upon which such Tranche B Lender is prepared to extend the then current Tranche B Conversion Date; or (2) notify US Agent that the Request for an Offer of Extension has been denied, which consent may be withheld by the Lenders in their sole and absolute discretion. Any such notice to the forthwith be forwarded by US Agent of consent to such extension which is given US Borrower to the Agent more than 30 days prior allow US Borrower to the then current Conversion Date shall be revocable by the seek a replacement Tranche B Lender until the 30th day prior to the then current Conversion Date. (b) If the Borrower makes a request for an extension of the then current Conversion Date pursuant to Section 1.13(a), the Agent shall forthwith notify the Lenders 1.1(e) (any Tranche B Lender giving notice of such request and each Lender shall, at least 30 days prior to the then current Conversion Date, notify the Agent as to whether or not it consents to such extension. If a group of Lenders (collectively, the "Extending Lenders" and individually, an "Extending Lender") whose Individual Commitments constitute in the aggregate at the time of such request at least 80% of the total Individual Commitments at such time have so notified the Agent that they consent to such extension (which notices have not been revoked) at least 30 days prior to the then current Conversion Date, and the remaining Lenders (collectively, the "Non-Extending Lenders" and individually, denial is herein called a "Non-Extending Accepting Tranche B Lender") have either failed ). The failure of a Tranche B Lender to so notify the US Agent or have so notified the Agent that they do not consent to within such extension at least 30 days prior to the then current Conversion Date, then the Borrower may indicate to the Agent in writing that it desires to replace the Non-Extending Lenders with one or more of the Extending Lenders, and the Agent shall then forthwith give notice to the Extending Lenders that any Extending Lender or Extending Lenders may, in the aggregate, assume all (but not part) of the Non-Extending Lenders' Individual Commitments and obligations hereunder and, in the aggregate, acquire all (but not part) of the rights of the Non-Extending Lenders hereunder (but in no event shall any Extending Lender or the Agent be obliged to so do). If one or more Extending Lenders shall so agree in writing (collectively, the "Assenting Lenders" and individually, an "Assenting Lender") with respect to such acquisition and assumption, the Individual Commitments and the rights and obligations of each such Assenting Lender hereunder shall be increased by its respective pro rata share (based on the relative Individual Commitments of the Assenting Lenders) of the Non-Extending Lenders' Individual Commitments and rights and obligations hereunder on a date no later than 20 days prior to the then current Conversion Date but otherwise mutually acceptable to the Assenting Lenders and the Borrower. On such date, the Assenting Lender shall pay to each Non-Extending Lender the advances of such Non-Extending Lender then outstanding, together with all interest accrued thereon and all other amounts owing to such Non-Extending Lender hereunder, and, upon such payment by the Assenting Lenders, such Non-Extending Lender shall cease to be a "Lender" for purposes of this agreement and shall no longer have any obligations hereunder. Upon the assumption of such Non-Extending Lender's Individual Commitment as aforesaid by an Assenting Lender, Schedule A hereto thirty day period shall be deemed to be amended to increase the Individual Commitment of notification by such Assenting Lender by the respective amounts of such assumption and to reduce the Individual Commitment of such Non-Extending Tranche B Lender to nilUS Agent that such Tranche B Lender has denied US Borrower's Request for an Offer of Extension. (cii) If Provided that all Tranche B Lenders provide notice to US Agent under Section 1.1(c)(i) that they accept the Request for an Offer of the Extension, or if there are Non-Extending Accepting Tranche B Lenders' Individual Commitments and rights and obligations hereunder are not acquired and assumed by the Extending , such Tranche B Lenders shall have been repaid pursuant to Section 1.13(b)1.1(e) or replacement Tranche B Lenders shall have become parties hereto pursuant to Section 1.1(e) and shall have accepted the Request for an Offer of Extension, each Non-Extending Lender such acceptance having common terms and conditions, US Agent shall use its best efforts deliver to sell on a timely basis (i.e., on or before a date no later than 10 days prior to US Borrower an Offer of Extension incorporating such terms and conditions. Such offer shall be open for acceptance by US Borrower until the fifth Business Day immediately preceding the then current Conversion Date) its remaining Individual Commitment and rights and obligations hereunder to a Purchasing Lender (as defined in Section 15.06(c)) pursuant to Section 15.06(c), which Purchasing Lender is prepared to consent to the requested extension of the Tranche B Conversion Date. If Upon written notice by US Borrower to US Agent accepting an outstanding Offer of Extension and agreeing to the Borrower identifies terms and conditions, if any, specified therein (the date of such notice of acceptance in this Section 1.1 being called the "Extension Date"), the Tranche B Conversion Date shall be extended to a Non-Extending Lender the date 364 days from the Extension Date and the terms and conditions specified in such a specific Purchasing Lender, such Non-Extending Lender Offer of Extension shall sell its remaining Individual Commitment and rights and obligations hereunder to such Purchasing Lenderbe immediately effective. (diii) If US Borrower understands that the consideration of any Request for an Offer of Extension constitutes an independent credit decision which each Tranche B Lender retains the absolute and unfettered discretion to make and that no sale has been made pursuant commitment in this regard is hereby given by a Tranche B Lender and that any offer to Section 1.13(c) by extend the date which is 10 days prior to the then Tranche B Conversion Date, the Borrower Date may prepay be on such date all Accommodations made available terms and conditions in addition to it by each Non-Extending Lender together with all accrued and unpaid fees and interest with respect thereto (provided that, with respect to any such Accommodations which are LIBOR Loans, they may be so prepaid those set out herein as they mature), whereupon the Individual Commitment of such Non-Extending Lender shall be reduced to nil and such Non-Extending Lender shall cease to be a Lender hereunderextending Tranche B Lenders stipulate.

Extension of Conversion Date. (ai) The US Borrower may, at its option and from time to time during the Tranche B Revolving Period, request an offer to extend the Tranche B Revolving Period by written notice given delivering to the US Agent at least 60 days but a Request for an Offer of Extension not more than 90 sixty days and not less than thirty days prior to the then current Conversion Date, request that the Conversion Date be extended to a date which is 364 days following the then current Tranche B Conversion Date. Such extension shall become effective on the then current Conversion Date if, but only if, all of the Lenders notify the Agent in writing that they consent to such extension (whether such notification is provided either initially or after the completion of the procedures set forth in clauses (b), (c) and (d) below) at least 10 days prior to the then current Conversion Date, which consent may be withheld by the Lenders in their sole and absolute discretion. Any such notice to the Agent of consent to such extension which is given to the Agent more than 30 days prior to the then current Conversion Date shall be revocable by the Lender until the 30th day prior to the then current Conversion Date. (b) If the Borrower makes a request for an extension of the then current Conversion Date pursuant to Section 1.13(a), the US Agent shall forthwith notify provide a copy of the Lenders Request for an Offer of such request and Extension to each of the Lenders. Upon receipt from US Agent of an executed Request for an Offer of Extension, each Lender shall, at least 30 within twenty days prior to after the then current Conversion Date, notify the Agent as to whether or not it consents to date of such extension. If a group of Lenders (collectively, the "Extending Lenders" and individually, an "Extending Lender") whose Individual Commitments constitute in the aggregate at the time 's receipt of such request at least 80% from US Agent, either: (1) notify US Agent of its acceptance of the total Individual Commitments at such time have so notified the Agent that they consent to such extension (which notices have not been revoked) at least 30 days prior to the then current Conversion DateRequest for an Offer of Extension, and the remaining Lenders terms and conditions, if any, upon which such Lender is prepared to extend the Tranche B Conversion Date; or (collectively2) notify US Agent that the Request for an Offer of Extension has been denied, the "Non-Extending Lenders" and individually, such notice to forthwith be forwarded by US Agent to US Borrower to allow US Borrower to seek a replacement lender pursuant to Section 1.1(e) (any Lender giving notice of such denial is herein called a "Non-Extending Accepting Lender") have either failed ). The failure of a Lender to so notify the US Agent or have so notified the Agent that they do not consent to within such extension at least 30 days prior to the then current Conversion Date, then the Borrower may indicate to the Agent in writing that it desires to replace the Non-Extending Lenders with one or more of the Extending Lenders, and the Agent shall then forthwith give notice to the Extending Lenders that any Extending Lender or Extending Lenders may, in the aggregate, assume all (but not part) of the Non-Extending Lenders' Individual Commitments and obligations hereunder and, in the aggregate, acquire all (but not part) of the rights of the Non-Extending Lenders hereunder (but in no event shall any Extending Lender or the Agent be obliged to so do). If one or more Extending Lenders shall so agree in writing (collectively, the "Assenting Lenders" and individually, an "Assenting Lender") with respect to such acquisition and assumption, the Individual Commitments and the rights and obligations of each such Assenting Lender hereunder shall be increased by its respective pro rata share (based on the relative Individual Commitments of the Assenting Lenders) of the Non-Extending Lenders' Individual Commitments and rights and obligations hereunder on a date no later than 20 days prior to the then current Conversion Date but otherwise mutually acceptable to the Assenting Lenders and the Borrower. On such date, the Assenting Lender shall pay to each Non-Extending Lender the advances of such Non-Extending Lender then outstanding, together with all interest accrued thereon and all other amounts owing to such Non-Extending Lender hereunder, and, upon such payment by the Assenting Lenders, such Non-Extending Lender shall cease to be a "Lender" for purposes of this agreement and shall no longer have any obligations hereunder. Upon the assumption of such Non-Extending Lender's Individual Commitment as aforesaid by an Assenting Lender, Schedule A hereto twenty day period shall be deemed to be amended to increase the Individual Commitment of notification by such Assenting Lender by the respective amounts of such assumption and to reduce the Individual Commitment of such Non-Extending Lender to nilUS Agent that such Lender has denied US Borrower's Request for an Offer of Extension. (cii) If Provided that all Lenders provide notice to US Agent under Section 1.1(c)(i) that they accept the Request for an Offer of the Extension, or if there are Non-Extending Accepting Lenders' Individual Commitments and rights and obligations hereunder are not acquired and assumed by the Extending , such Lenders shall have been repaid pursuant to Section 1.13(b)1.1(e) or replacement lenders shall have become parties hereto pursuant to Section 1.1(e) and shall have accepted the Request for an Offer of Extension, each Non-Extending Lender such acceptance having common terms and conditions, US Agent shall use its best efforts deliver to sell on a timely basis (i.e., on or before a date no later than 10 days prior to US Borrower an Offer of Extension incorporating the said terms and conditions. Such offer shall be open for acceptance by US Borrower until the fifth Business Day immediately preceding the then current Conversion Date) its remaining Individual Commitment and rights and obligations hereunder to a Purchasing Lender (as defined in Section 15.06(c)) pursuant to Section 15.06(c), which Purchasing Lender is prepared to consent to the requested extension of the Tranche B Conversion Date. If Upon written notice by US Borrower to US Agent accepting an outstanding Offer of Extension and agreeing to the Borrower identifies terms and conditions, if any, specified therein (the date of such notice of acceptance in this Section 1.1 being called the "Extension Date"), the Tranche B Conversion Date shall be extended to a Non-Extending Lender the date 364 days from the Extension Date and the terms and conditions specified in such a specific Purchasing Lender, such Non-Extending Lender Offer of Extension shall sell its remaining Individual Commitment and rights and obligations hereunder to such Purchasing Lenderbe immediately effective. (diii) If US Borrower understands that the consideration of any Request for an Offer of Extension constitutes an independent credit decision which each Lender retains the absolute and unfettered discretion to make and that no sale has been made pursuant commitment in this regard is hereby given by a Lender and that any offer to Section 1.13(c) by extend the date which is 10 days prior to the then Tranche B Conversion Date, the Borrower Date may prepay be on such date all Accommodations made available terms and conditions in addition to it by each Non-Extending Lender together with all accrued and unpaid fees and interest with respect thereto (provided that, with respect to any such Accommodations which are LIBOR Loans, they may be so prepaid those set out herein as they mature), whereupon the Individual Commitment of such Non-Extending Lender shall be reduced to nil and such Non-Extending Lender shall cease to be a Lender hereunderextending Lenders stipulate.

Extension of Conversion Date. (ai) The US Borrower may, at its option and from time to time during the Tranche B Revolving Period, request an offer to extend the Tranche B Revolving Period by written notice given delivering to the US Agent at least 60 days but a Request for an Offer of Extension not more than 90 sixty days prior to the then current Conversion Date, request that the Conversion Date be extended to a date which is 364 days following the then current Tranche B Conversion Date. Such extension shall become effective on the then current Conversion Date if, but only if, all of the Lenders notify the Agent in writing that they consent to such extension (whether such notification is provided either initially or after the completion of the procedures set forth in clauses (b), (c) and (d) below) at least 10 days prior to the then current Conversion Date, which consent may be withheld by the Lenders in their sole and absolute discretion. Any such notice to the Agent of consent to such extension which is given to the Agent more than 30 days prior to the then current Conversion Date shall be revocable by the Lender until the 30th day prior to the then current Conversion Date. (b) If the Borrower makes a request for an extension of the then current Conversion Date pursuant to Section 1.13(a), the US Agent shall forthwith notify provide a copy of the Lenders Request for an Offer of such request and Extension to each of the Lenders. Upon receipt by US Agent from US Borrower of an executed Request for an Offer of Extension, each Lender shall, at least 30 within thirty days prior to after the then current Conversion Date, notify the date US Agent as to whether or not it consents to such extension. If a group of Lenders (collectively, the "Extending Lenders" and individually, an "Extending Lender") whose Individual Commitments constitute in the aggregate at the time of receives such request at least 80% from US Borrower, either: (1) notify US Agent of its acceptance of the total Individual Commitments at such time have so notified the Agent that they consent to such extension (which notices have not been revoked) at least 30 days prior to the then current Conversion DateRequest for an Offer of Extension, and the remaining Lenders terms and conditions, if any, upon which such Lender is prepared to extend the Tranche B Conversion Date; or (collectively2) notify US Agent that the Request for an Offer of Extension has been denied, the "Non-Extending Lenders" and individually, such notice to forthwith be forwarded by US Agent to US Borrower to allow US Borrower to seek a replacement lender pursuant to Section 1.1(e) (any Lender giving notice of such denial is herein called a "Non-Extending Accepting Lender") have either failed ). The failure of a Lender to so notify the US Agent or have so notified the Agent that they do not consent to within such extension at least 30 days prior to the then current Conversion Date, then the Borrower may indicate to the Agent in writing that it desires to replace the Non-Extending Lenders with one or more of the Extending Lenders, and the Agent shall then forthwith give notice to the Extending Lenders that any Extending Lender or Extending Lenders may, in the aggregate, assume all (but not part) of the Non-Extending Lenders' Individual Commitments and obligations hereunder and, in the aggregate, acquire all (but not part) of the rights of the Non-Extending Lenders hereunder (but in no event shall any Extending Lender or the Agent be obliged to so do). If one or more Extending Lenders shall so agree in writing (collectively, the "Assenting Lenders" and individually, an "Assenting Lender") with respect to such acquisition and assumption, the Individual Commitments and the rights and obligations of each such Assenting Lender hereunder shall be increased by its respective pro rata share (based on the relative Individual Commitments of the Assenting Lenders) of the Non-Extending Lenders' Individual Commitments and rights and obligations hereunder on a date no later than 20 days prior to the then current Conversion Date but otherwise mutually acceptable to the Assenting Lenders and the Borrower. On such date, the Assenting Lender shall pay to each Non-Extending Lender the advances of such Non-Extending Lender then outstanding, together with all interest accrued thereon and all other amounts owing to such Non-Extending Lender hereunder, and, upon such payment by the Assenting Lenders, such Non-Extending Lender shall cease to be a "Lender" for purposes of this agreement and shall no longer have any obligations hereunder. Upon the assumption of such Non-Extending Lender's Individual Commitment as aforesaid by an Assenting Lender, Schedule A hereto thirty day period shall be deemed to be amended to increase the Individual Commitment of notification by such Assenting Lender by the respective amounts of such assumption and to reduce the Individual Commitment of such Non-Extending Lender to nilUS Agent that such Lender has denied US Borrower's Request for an Offer of Extension. (cii) If Provided that all Lenders provide notice to US Agent under Section 1.1(c)(i) that they accept the Request for an Offer of the Non-Extending Extension, or if there are Non- Accepting Lenders' Individual Commitments and rights and obligations hereunder are not acquired and assumed by the Extending , such Lenders shall have been repaid pursuant to Section 1.13(b)1.1(e) or replacement lenders shall have become parties hereto pursuant to Section 1.1(e) and shall have accepted the Request for an Offer of Extension, each Non-Extending Lender such acceptance having common terms and conditions, US Agent shall use its best efforts deliver to sell on a timely basis (i.e., on or before a date no later than 10 days prior to US Borrower an Offer of Extension incorporating the said terms and conditions. Such offer shall be open for acceptance by US Borrower until the fifth Business Day immediately preceding the then current Conversion Date) its remaining Individual Commitment and rights and obligations hereunder to a Purchasing Lender (as defined in Section 15.06(c)) pursuant to Section 15.06(c), which Purchasing Lender is prepared to consent to the requested extension of the Tranche B Conversion Date. If Upon written notice by US Borrower to US Agent accepting an outstanding Offer of Extension and agreeing to the Borrower identifies terms and conditions, if any, specified therein (the date of such notice of acceptance in this Section 1.1 being called the "Extension Date"), the Tranche B Conversion Date shall be extended to a Non-Extending Lender the date 364 days from the Extension Date and the terms and conditions specified in such a specific Purchasing Lender, such Non-Extending Lender Offer of Extension shall sell its remaining Individual Commitment and rights and obligations hereunder to such Purchasing Lenderbe immediately effective. (diii) If US Borrower understands that the consideration of any Request for an Offer of Extension constitutes an independent credit decision which each Lender retains the absolute and unfettered discretion to make and that no sale has been made pursuant commitment in this regard is hereby given by a Lender and that any offer to Section 1.13(c) by extend the date which is 10 days prior to the then Tranche B Conversion Date, the Borrower Date may prepay be on such date all Accommodations made available terms and conditions in addition to it by each Non-Extending Lender together with all accrued and unpaid fees and interest with respect thereto (provided that, with respect to any such Accommodations which are LIBOR Loans, they may be so prepaid those set out herein as they mature), whereupon the Individual Commitment of such Non-Extending Lender shall be reduced to nil and such Non-Extending Lender shall cease to be a Lender hereunderextending Lenders stipulate.

Extension of Conversion Date. (ai) The US Borrower may, at its option and from time to time during the Tranche B Revolving Period, request an offer to extend the Tranche B Revolving Period by written notice given delivering to the US Agent at least 60 days but a Request for an Offer of Extension not more than 90 sixty days and not less than thirty days prior to the then current Conversion Date, request that the Conversion Date be extended to a date which is 364 days following the then current Tranche B Conversion Date. Such extension US Agent shall become effective on the then current Conversion Date if, but only if, all forthwith provide a copy of the Lenders notify Request for an Offer of Extension to each of the Tranche B Lenders. Upon receipt from US Agent in writing that they consent to such extension (whether such notification is provided either initially or of an executed Request for an Offer of Extension, each Tranche B Lender shall, within twenty days after the completion date of such Tranche B Lender's receipt of such request from US Agent, either: (1) notify US Agent of its acceptance of the procedures set forth in clauses (b)Request for an Offer of Extension, (c) and (d) below) at least 10 days prior the terms and conditions, if any, upon which such Tranche B Lender is prepared to extend the then current Tranche B Conversion Date; or (2) notify US Agent that the Request for an Offer of Extension has been denied, which consent may be withheld by the Lenders in their sole and absolute discretion. Any such notice to the forthwith be forwarded by US Agent of consent to such extension which is given US Borrower to the Agent more than 30 days prior allow US Borrower to the then current Conversion Date shall be revocable by the Lender until the 30th day prior to the then current Conversion Date. (b) If the Borrower makes seek a request for an extension of the then current Conversion Date replacement lender pursuant to Section 1.13(a), the Agent shall forthwith notify the Lenders 1.1(e) (any Tranche B Lender giving notice of such request and each Lender shall, at least 30 days prior to the then current Conversion Date, notify the Agent as to whether or not it consents to such extension. If a group of Lenders (collectively, the "Extending Lenders" and individually, an "Extending Lender") whose Individual Commitments constitute in the aggregate at the time of such request at least 80% of the total Individual Commitments at such time have so notified the Agent that they consent to such extension (which notices have not been revoked) at least 30 days prior to the then current Conversion Date, and the remaining Lenders (collectively, the "Non-Extending Lenders" and individually, denial is herein called a "Non-Extending Accepting Lender") have either failed ). The failure of a Tranche B Lender to so notify the US Agent or have so notified the Agent that they do not consent to within such extension at least 30 days prior to the then current Conversion Date, then the Borrower may indicate to the Agent in writing that it desires to replace the Non-Extending Lenders with one or more of the Extending Lenders, and the Agent shall then forthwith give notice to the Extending Lenders that any Extending Lender or Extending Lenders may, in the aggregate, assume all (but not part) of the Non-Extending Lenders' Individual Commitments and obligations hereunder and, in the aggregate, acquire all (but not part) of the rights of the Non-Extending Lenders hereunder (but in no event shall any Extending Lender or the Agent be obliged to so do). If one or more Extending Lenders shall so agree in writing (collectively, the "Assenting Lenders" and individually, an "Assenting Lender") with respect to such acquisition and assumption, the Individual Commitments and the rights and obligations of each such Assenting Lender hereunder shall be increased by its respective pro rata share (based on the relative Individual Commitments of the Assenting Lenders) of the Non-Extending Lenders' Individual Commitments and rights and obligations hereunder on a date no later than 20 days prior to the then current Conversion Date but otherwise mutually acceptable to the Assenting Lenders and the Borrower. On such date, the Assenting Lender shall pay to each Non-Extending Lender the advances of such Non-Extending Lender then outstanding, together with all interest accrued thereon and all other amounts owing to such Non-Extending Lender hereunder, and, upon such payment by the Assenting Lenders, such Non-Extending Lender shall cease to be a "Lender" for purposes of this agreement and shall no longer have any obligations hereunder. Upon the assumption of such Non-Extending Lender's Individual Commitment as aforesaid by an Assenting Lender, Schedule A hereto twenty day period shall be deemed to be amended to increase the Individual Commitment of notification by such Assenting Lender by the respective amounts of such assumption and to reduce the Individual Commitment of such Non-Extending Tranche B Lender to nilUS Agent that such Tranche B Lender has denied US Borrower's Request for an Offer of Extension. (cii) If Provided that all Tranche B Lenders provide notice to US Agent under Section 1.1(c)(i) that they accept the Request for an Offer of the Extension, or if there are Non-Extending Accepting Lenders' Individual Commitments and rights and obligations hereunder are not acquired and assumed by the Extending , such Tranche B Lenders shall have been repaid pursuant to Section 1.13(b)1.1(e) or replacement lenders shall have become parties hereto pursuant to Section 1.1(e) and shall have accepted the Request for an Offer of Extension, each Non-Extending Lender such acceptance having common terms and conditions, US Agent shall use its best efforts deliver to sell on a timely basis (i.e., on or before a date no later than 10 days prior to US Borrower an Offer of Extension incorporating the said terms and conditions. Such offer shall be open for acceptance by US Borrower until the fifth Business Day immediately preceding the then current Conversion Date) its remaining Individual Commitment and rights and obligations hereunder to a Purchasing Lender (as defined in Section 15.06(c)) pursuant to Section 15.06(c), which Purchasing Lender is prepared to consent to the requested extension of the Tranche B Conversion Date. If Upon written notice by US Borrower to US Agent accepting an outstanding Offer of Extension and agreeing to the Borrower identifies terms and conditions, if any, specified therein (the date of such notice of acceptance in this Section 1.1 being called the "Extension Date"), the Tranche B Conversion Date shall be extended to a Non-Extending Lender the date 364 days from the Extension Date and the terms and conditions specified in such a specific Purchasing Lender, such Non-Extending Lender Offer of Extension shall sell its remaining Individual Commitment and rights and obligations hereunder to such Purchasing Lenderbe immediately effective. (diii) If US Borrower understands that the consideration of any Request for an Offer of Extension constitutes an independent credit decision which each Tranche B Lender retains the absolute and unfettered discretion to make and that no sale has been made pursuant commitment in this regard is hereby given by a Tranche B Lender and that any offer to Section 1.13(c) by extend the date which is 10 days prior to the then Tranche B Conversion Date, the Borrower Date may prepay be on such date all Accommodations made available terms and conditions in addition to it by each Non-Extending Lender together with all accrued and unpaid fees and interest with respect thereto (provided that, with respect to any such Accommodations which are LIBOR Loans, they may be so prepaid those set out herein as they mature), whereupon the Individual Commitment of such Non-Extending Lender shall be reduced to nil and such Non-Extending Lender shall cease to be a Lender hereunderextending Tranche B Lenders stipulate.

Extension of Conversion Date. (a) The Borrower may, by upon at least two (2) months’ written notice given to the Agent at least 60 days but not more than 90 days prior to the then current Conversion Date, request that an extension of the Conversion Date for a specified period. The Agent shall promptly notify the Banks of such request. If all of the Banks agree to such extension on or before one (1) month prior to the Conversion Date, the Agent shall promptly notify Borrower and the Banks and the Conversion Date shall be extended to a the date which is 364 days following the then current Conversion Dateagreed upon. Such extension shall become effective on the then current Conversion Date ifIf one or more Banks refuse, but only if, all of the Lenders notify the Agent in writing that they consent to such extension (whether such notification is provided either initially or after the completion of the procedures set forth in clauses (b), (c) and (d) below) at least 10 days prior to the then current Conversion Date, which consent may be withheld by the Lenders in their sole and absolute discretion. Any such notice , to so extend the Agent of consent to such extension which is given to the Agent more than 30 days prior to the then current Conversion Date shall be revocable by the Lender until the 30th day prior to the then current Conversion Date. (b) If the Borrower makes a request for an extension of the then current Conversion Date pursuant to Section 1.13(a), the Agent shall forthwith promptly notify the Lenders parties of such request and each Lender shall, at least 30 days that fact. The non-refusing Banks shall have the option of agreeing to extend the Conversion Date if any of the following shall have occurred prior to the then current Conversion Date, notify : (i) such non-refusing Banks shall have agreed to increase their respective portions of the Agent as Commitments in an aggregate amount (the “Required Amount”) equal to whether or not it consents to such extension. If a group of Lenders (collectively, the "Extending Lenders" and individually, an "Extending Lender") whose Individual Commitments constitute in the aggregate at the time of such request at least 80% amount of the total Individual portions of the Commitments at such time of the Banks which have so notified refused to extend the Agent that they consent to such extension (which notices have not been revoked) at least 30 days prior to the then current Conversion Date, and ; or (ii) Borrower shall have obtained the remaining Lenders (collectively, the "Non-Extending Lenders" and individually, a "Non-Extending Lender") have either failed to so notify the Agent or have so notified the Agent that they do not consent to such extension at least 30 days prior to the then current Conversion Date, then the Borrower may indicate to the Agent in writing that it desires to replace the Non-Extending Lenders with commitment of one or more other lenders acceptable to Agent, willing to become a party to this Agreement and to lend the Required Amount hereunder; or (iii) aggregate commitments to lend the Required Amount shall have been obtained from a combination of existing Banks and new Banks; or (iv) Borrower and such other Banks shall be willing to reduce the amount of the Extending Lenders, and the Agent shall then forthwith give notice Commitments to an amount equal to the Extending Lenders that any Extending Lender or Extending Lenders may, in the aggregate, assume all (but not part) aggregate of such non-refusing Banks’ portions of the Non-Extending Lenders' Individual Commitments and obligations hereunder and, in the aggregate, acquire all (but not part) of the rights of the Non-Extending Lenders hereunder (but in no event shall any Extending Lender or the Agent be obliged to so do). If one or more Extending Lenders shall so agree in writing (collectively, the "Assenting Lenders" and individually, an "Assenting Lender") with respect to such acquisition and assumption, the Individual Commitments and the rights commitments of any new Banks (and obligations make the correlative adjustments to the percentages of each such Assenting Lender hereunder Bank’s Pro Rata share of the new amount of the Commitments); provided, that if more than one of the events described in clauses (i), (ii), (iii), and (iv), shall be increased by its respective pro rata share have occurred, Borrower and the Banks (based other than the Banks refusing to extend the Conversion Date) shall agree on the relative Individual Commitments of alternative to be utilized. If the Assenting Lenders) of the Non-Extending Lenders' Individual Commitments and rights and obligations hereunder on a date no later than 20 days prior to the then current Conversion Date but otherwise mutually acceptable to is extended, on the Assenting Lenders and the Borrower. On Conversion Date as in effect before such dateextension, the Assenting Lender Borrower shall pay to each Non-Extending Lender Bank refusing to extend the advances Conversion Date the principal balance of all Loans then outstanding to such Non-Extending Lender then outstanding, Bank together with all interest accrued thereon and all other amounts owing fees due to such Non-Extending Lender hereunder, and, upon such payment by the Assenting Lenders, such Non-Extending Lender shall cease to be a "Lender" for purposes of this agreement and shall no longer have any obligations Bank hereunder. Upon If Borrower and the assumption of such Non-Extending Lender's Individual Commitment as aforesaid by an Assenting Lender, Schedule A hereto shall be deemed Banks (other than the Banks refusing to be amended to increase extend the Individual Commitment of such Assenting Lender by the respective amounts of such assumption and to reduce the Individual Commitment of such Non-Extending Lender to nil. (c) If all of the Non-Extending Lenders' Individual Commitments and rights and obligations hereunder are not acquired and assumed by the Extending Lenders pursuant to Section 1.13(b), each Non-Extending Lender shall use its best efforts to sell on a timely basis (i.e., on or before a date no later than 10 days prior to the then current Conversion Date) its remaining Individual Commitment and rights and obligations hereunder are unable to a Purchasing Lender (as defined in Section 15.06(c)) pursuant to Section 15.06(c), which Purchasing Lender is prepared to consent to the requested extension of the Conversion Date. If the Borrower identifies to a Non-Extending Lender agree on such a specific Purchasing Lender, such Non-Extending Lender shall sell its remaining Individual Commitment and rights and obligations hereunder to such Purchasing Lender. (d) If no sale has been made pursuant to Section 1.13(c) by the date which is 10 days prior to the then new Conversion Date, the Borrower may prepay on such date all Accommodations made available Conversion Date shall not be extended. Nothing contained in this Section 3.6 in any way obligates any Bank to it extend the Conversion Date or otherwise reflects or implies any agreement or commitment by each Non-Extending Lender together with all accrued and unpaid fees and interest with respect thereto (provided that, with respect any Bank to any such Accommodations which are LIBOR Loans, they may be so prepaid as they mature), whereupon extend the Individual Commitment of such Non-Extending Lender shall be reduced to nil and such Non-Extending Lender shall cease to be a Lender hereunderConversion Date.