Common use of Extension of Facility Clause in Contracts

Extension of Facility. (a) Provided that no Event of Default is continuing the Company may on behalf of the Borrowers request once the extension of the First Termination Date for a further period of 24 Months to the Extended Termination Date by sending a notice to the Agent substantially in the form of Schedule 13 (Facility Extension Notice) (a “Facility Extension Notice”) requesting such extension. Any such Facility Extension Notice shall be delivered not later than 90 calendar days before the First Termination Date. A Facility Extension Notice shall not be regarded as having been duly completed unless it is duly signed by the Company and specifies the requested Extended Termination Date. (b) Upon receipt of such Facility Extension Notice, the Agent shall notify the Lenders immediately which, each individually and independently, shall, subject to the terms and conditions of this Clause 7.3, have full and unrestricted discretion in deciding whether to agree to an extension of the First Termination Date with respect to their Commitment on the terms set out in the Facility Extension Notice. Each Lender shall notify the Agent within 15 Business Days of receipt by the Agent of the Facility Extension Notice of its decision by returning the duly completed Annex I to the Facility Extension Notice. All Lenders must agree to the extension of the Facility from the First Termination Date to the Extended Termination Date. If not all Lenders agree to the extension, the Extension Option shall not have been validly exercised and the Facility will terminate as of the First Termination Date. If all Lenders agree to the extension, the extension shall, upon the payment of the extension fee pursuant to para. (b) of Clause 12.5 (Increase and extension fee), become effective and be valid and binding for all Lenders.

Extension of Facility. (a) Provided that no Event of Default is continuing P&G, by written notice to the Company Agent, may on behalf of the Borrowers request once the an extension of the First Termination Date for a further period maturity of 24 Months to all Revolving Credit Advances outstanding on the Extended Scheduled Termination Date by sending a one year or two years (as selected by P&G) from its then scheduled expiration during which time all outstanding Advances on such Scheduled Termination Date shall convert into term loans; provided that such request is made at least 30 days, but not more than 60 days, prior to the Scheduled Termination Date. The Agent shall promptly notify each Lender of such request, and each Lender shall, in turn, in its sole discretion, not earlier than 30 days but not later than 20 days prior to the Scheduled Termination Date, notify P&G and the Agent in writing as to whether such Lender will consent to such extension, such notice to the Agent be in substantially in the form of Schedule 13 (Facility Extension Notice) (a “Facility Extension Notice”) requesting Exhibit G hereto. If any Lender shall fail to notify the Agent and P&G in writing of its consent to any such extension. Any request for extension of the Scheduled Termination Date at least 20 days prior to the Scheduled Termination Date, such Facility Extension Notice Lender shall be delivered deemed to be a Non-Consenting Lender with respect to such request. The Agent shall notify P&G in writing not later than 90 calendar 15 days before prior to the First Scheduled Termination Date. A Facility Extension Notice shall not be regarded as having been duly completed unless it is duly signed by Date of the Company and specifies decision of the requested Extended Lenders regarding P&G’s request for an extension of the Scheduled Termination Date. (b) Upon receipt If all the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.20, the Scheduled Termination Date shall, effective as of such Facility Extension Noticedate, be extended for the one or two year period selected by P&G in its initial request; provided that no Default shall have occurred and be continuing. If fewer than all of the Lenders consent in writing to any such request in accordance with subsection (a) of this Section 2.20, the maturity of the Revolving Credit Advances outstanding on the Scheduled Termination Date shall, effective as of such date, be extended as to those Lenders that so consented (each a “Consenting Lender”) but shall not be extended as to any other Lender (each a “Non-Consenting Lender”). To the extent that the maturity of the Revolving Credit Advances outstanding on the Scheduled Termination Date is not extended as to any Lender pursuant to this Section 2.20 and the Commitment of such Lender is not assumed in accordance with subsection (c) of this Section 2.20 on or prior to the Scheduled Termination Date, the Commitment of such Non-Consenting Lender shall automatically terminate in whole on the Scheduled Termination Date without any further notice or other action by P&G, the Agent, such Lender or any other Person; provided that such Non-Consenting Lender’s rights under Sections 2.11, 2.14 and 8.04, and its obligations under Section 7.05, shall survive the Scheduled Termination Date for such Lender as to matters occurring prior to such date. It is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by P&G for any requested extension of the Scheduled Termination Date. (c) If fewer than all of the Lenders consent to any such request pursuant to subsection (a) of this Section 2.20, the Agent shall promptly so notify the Lenders immediately whichConsenting Lenders, and each individually and independentlyConsenting Lender may, shallin its sole discretion, subject give written notice to the terms Agent not later than 10 days prior to the Scheduled Termination Date of the amount of the Non-Consenting Lenders’ Commitments for which it is willing to accept an assignment. If the Consenting Lenders notify the Agent that they are willing to accept assignments of Commitments in an aggregate amount that exceeds the amount of the Commitments of the Non-Consenting Lenders, such Commitments shall be allocated among the Consenting Lenders willing to accept such assignments in such amounts as are agreed between P&G and conditions the Agent. If after giving effect to the assignments of this Clause 7.3Commitments described above there remain any Commitments of Non-Consenting Lenders, have full and unrestricted discretion in deciding whether to P&G may arrange for one or more Consenting Lenders or other Persons that agree to an extension of the First Termination Date with respect (each, an “Assuming Extending Lender”) to their Commitment on the terms set out in the Facility Extension Notice. Each Lender shall notify the Agent within 15 Business Days of receipt by the Agent of the Facility Extension Notice of its decision by returning the duly completed Annex I to the Facility Extension Notice. All Lenders must agree to the extension of the Facility from the First Termination Date to the Extended Termination Date. If not all Lenders agree to the extensionassume, the Extension Option shall not have been validly exercised and the Facility will terminate effective as of the First Termination Extension Date. If , any Non-Consenting Lender’s Commitment and all Lenders agree of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without expense to such Non-Consenting Lender; provided, however, that the amount of the Commitment of any such Assuming Extending Lender as a result of such substitution shall in no event be less than $10,000,000 unless the amount of the Commitment of such Non-Consenting Lender is less than $10,000,000, in which case such Assuming Extending Lender shall assume all of such lesser amount; and provided, further that: (i) any such Consenting Lender or Assuming Extending Lender shall have paid to such Non-Consenting Lender (A) the aggregate principal amount of, and any interest accrued and unpaid to the extensioneffective date of the assignment on, the extension outstanding Advances, if any, of such Non-Consenting Lender plus (B) any accrued but unpaid facility fees owing to such Non-Consenting Lender as of the effective date of such assignment; and (ii) all additional costs, reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non-Consenting Lender. At least one Business Day prior to any Extension Date, (A) each such Assuming Extending Lender that was not a Lender prior to the Extension Date, if any, shall have delivered to P&G and the Agent an Assignment and Acceptance, duly executed by such Assuming Extending Lender, such non-Consenting Lender, P&G and the Agent, (B) any such Consenting Lender shall have delivered confirmation in writing satisfactory to P&G and the Agent as to the increase in the amount of its Commitment, and (C) each Non-Consenting Lender being replaced pursuant to this Section 2.20 shall have delivered to the Agent any Note or Notes held by such Non-Consenting Lender. Upon the payment or prepayment of all amounts referred to in subsections (i), (ii) and (iii) of this Section 2.20(c), each such Consenting Lender or Assuming Extending Lender, as of the Extension Date, will be substituted for such Non-Consenting Lender under this Agreement and shall be a Lender for all purposes of this Agreement, without any further acknowledgment by or the consent of the other Lenders, and, except as otherwise provided above, the obligations of each such Non-Consenting Lender hereunder shall, upon by the payment provisions hereof, be released and discharged. (d) This Section 2.20 shall supersede any provisions of this Agreement (including, without limitation, Section 2.15 or 8.01) or any of the extension fee pursuant other Loan Documents to para. (b) of Clause 12.5 (Increase and extension fee), become effective and be valid and binding for all Lendersthe contrary.

Extension of Facility. (aA) Provided The Obligors’ Agent may: (1) by written notice to the Agent delivered not earlier than 60 calendar days, but not later than 30 calendar days, before the first anniversary of the date of this Agreement, request (the “Year 1 Extension Request”) an extension of the duration of the Facility to the First Extended Termination Date; and/or (2) (whether or not it has previously submitted a Year 1 Extension Request) by written notice to the Agent delivered not earlier than 60 calendar days, but not later than 30 calendar days, before the second anniversary of the date of this Agreement, request (the “Year 2 Extension Request” and, together with the Year 1 Extension Request, the “Extension Requests” and each an “Extension Request”) an extension of the duration of the Facility to the Second Extended Termination Date. For the avoidance of doubt, a Lender may consent to a Year 2 Extension Request irrespective of whether it consented to a Year 1 Extension Request. (B) Upon receipt of an Extension Request, the Agent shall promptly inform each Lender of the terms of that Extension Request. (C) Each Extension Request shall be subject to the agreement of each Lender (the “Extending Lender”) with regards to itself and the consent of the other Lenders shall not be required to extend the Termination Date in respect of an Extending Lender. No Lender shall have any obligation to agree to an Extension Request and each Lender may, in its absolute discretion, decide whether or not it wishes to agree to an Extension Request. Each Lender so requested shall give notice to the Agent (a “Notice of Extension”) no later than ten Business Days before the first anniversary of the date of this Agreement or, as the case may be, the second anniversary of the date of this Agreement whether or not it agrees to an Extension Request. If a Lender does not give a Notice of Extension within the time periods specified above, that Lender shall be deemed to have refused its consent to the Extension Request and will be treated as a Non-Extending Lender pursuant to paragraph (E) below. (D) The Agent shall notify the Obligors’ Agent of the decision of each Lender, identifying those Lenders who have not given a Notice of Extension. The Obligors’ Agent shall, by no later than five Business Days before the first anniversary of the date of this Agreement or, as the case may be, the second anniversary of the date of this Agreement, notify the Agent in writing whether it confirms or withdraws the relevant Extension Request. If the Obligors’ Agent elects to confirm the relevant Extension Request (an “Extension Confirmation Notice”), which Extension Confirmation Notice must confirm that no Event of Default is continuing as at the Company may on behalf date of the Borrowers request once such Extension Confirmation Notice, then such Extension Request is irrevocable and the extension of the First Original Termination Date for a further period of 24 Months to the date requested in the relevant Extension Request will take effect in accordance with paragraph (F) below. (E) If a Lender: (1) notifies the Agent that it does not agree to an Extension Request; or (2) has failed to notify the Agent whether or not it agrees to an Extension Request, (in each case, a “Non-Extending Lender”) then, whether or not any other Lender does agree to that Extension Request, that Non-Extending Lender’s Commitments will be cancelled on the Original Termination Date, or, as the case may be, on the First Extended Termination Date by sending a notice Date, and that Non-Extending Lender’s participation in each Loan, together with accrued interest and all other amounts due or outstanding in relation to its participation under the Agent substantially in the form of Schedule 13 (Facility Extension Notice) (a “Facility Extension Notice”) requesting such extension. Any such Facility Extension Notice Finance Documents shall be delivered not later than 90 calendar days before repaid or prepaid on the Original Termination Date or, as the case may be, on the First Termination Date. A Facility Extension Notice shall not be regarded as having been duly completed unless it is duly signed by the Company and specifies the requested Extended Termination Date. (bF) Upon receipt of such Facility Extension Notice, the Agent shall notify the Lenders immediately which, each individually and independently, shall, subject to the terms and conditions of this Clause 7.3, have full and unrestricted discretion in deciding whether to agree to an extension of the First Termination Date with respect to their Commitment on the terms set out in the Facility Extension Notice. Each Lender shall notify the Agent within 15 Business Days of receipt by the Agent of an Extension Confirmation Notice, the Facility Extension Notice Commitment of its decision by returning the duly completed Annex I each Extending Lender will be extended to the Facility date requested in the relevant Extension Notice. All Lenders must agree Request with effect from the date immediately following the first anniversary or second anniversary, as the case may be, of the date of this Agreement (each an “Extension Date”), unless an Event of Default is outstanding on the relevant Extension Date in which case the requested extension shall not take effect. (G) The Company shall, on the Extension Date, pay to the extension Agent (for the account of each Extending Lender calculated on the amount of the Facility from Commitments of that Extending Lender as at the First Termination applicable Extension Date and by reference to the Extended Termination Date. If not all Lenders agree to period for which the extension, Commitments of that Existing Lender are extended) an extension fee as agreed between the Extension Option shall not have been validly exercised Company and the Facility will terminate Extending Lenders at such time as documented in a separate Fee Letter. (H) The Agent shall promptly inform the Obligors’ Agent and the Lenders of the First Termination Date. If all Lenders agree to the extension, the extension shall, upon the payment amount of the extension fee Total Commitments, if reduced pursuant to para. paragraph (bE) of Clause 12.5 (Increase and extension fee), become effective and be valid and binding for all Lendersabove.

Extension of Facility. (a) Provided The Borrower may, within 60 days, but no later than 45 days, prior to the Scheduled Commitment Termination Date, by written notice to the Administrative Agent, make written request for the Lender to extend the Scheduled Commitment Termination Date to a date that no Event is up to 364 days following the then-current Scheduled Commitment Termination Date. The Administrative Agent will give prompt notice to the Lender of Default is continuing the Company may on behalf its receipt of the Borrowers such request once the for extension of the First Termination Date for a further period of 24 Months to the Extended Termination Date by sending a notice to the Agent substantially in the form of Schedule 13 (Facility Extension Notice) (a “Facility Extension Notice”) requesting such extension. Any such Facility Extension Notice shall be delivered not later than 90 calendar days before the First Scheduled Commitment Termination Date. A Facility Extension Notice The Lender shall make a determination, in its sole discretion, within 30 days of the Administrative Agent's receipt of such request for extension as to whether or not it will agree to extend the Scheduled Commitment Termination Date; provided, however, that the failure of the Lender to make a timely response to the Borrower's request for extension of the Scheduled Commitment Termination Date shall be regarded as having been duly completed unless it is duly signed deemed to constitute a refusal by the Company and specifies Lender to extend the requested Extended Scheduled Commitment Termination Date. (b) Upon The Borrower may, within 270 days, but not later than 90 days, prior to the Scheduled Facility Maturity Date, by written notice to the Administrative Agent, make written request for the Lender to extend the Scheduled Facility Maturity Date to a date that is up to two years after the then-current Scheduled Facility Maturity Date. The Administrative Agent will give prompt notice to the Lender of its receipt of such Facility Extension Notice, the Agent shall notify the Lenders immediately which, each individually and independently, shall, subject to the terms and conditions of this Clause 7.3, have full and unrestricted discretion in deciding whether to agree to an request for extension of the First Termination Date with respect to their Commitment on the terms set out in the Scheduled Facility Extension NoticeMaturity Date. Each The Lender shall notify the Agent make a determination, in its sole discretion, within 15 Business Days of receipt by the Agent 60 days of the Administrative Agent's receipt of such request for extension as to whether or not it will agree to extend the Scheduled Facility Extension Notice Maturity Date; provided, however, that the failure of its decision by returning the duly completed Annex I Lender to make a timely response to the Facility Extension Notice. All Lenders must agree to the Borrower's request for extension of the Scheduled Facility from Maturity Date shall be deemed to constitute a refusal by the First Lender to extend the Scheduled Facility Maturity Date. (c) The Borrower shall promptly notify the Insurer in writing of any extension of the Scheduled Commitment Termination Date to the Extended Termination Date. If not all Lenders agree to the extension, the Extension Option shall not have been validly exercised and the or Scheduled Facility will terminate as of the First Termination Date. If all Lenders agree to the extension, the extension shall, upon the payment of the extension fee Maturity Date pursuant to para. (b) of Clause 12.5 (Increase and extension fee), become effective and be valid and binding for all Lendersthis Section 2.3.

Extension of Facility. (a) Provided that no Event of Default is continuing the Company may on behalf The Borrower may, from time to time, request an extension from each Lender (including any then Non-Extending Lender) (each, a “Requested Lender”) of the Borrowers request once then current Maturity Date of each such Requested Lender (each, a “Current Maturity Date” and the extension of requested Maturity Date being the First Termination Date for a further period of 24 Months “New Maturity Date”) by sending to the Extended Termination Date by sending Administrative Agent at the Administrative Agent’s Branch of Account a notice to Request for Extension and the Administrative Agent substantially in shall forthwith notify the form Requested Lenders of Schedule 13 (Facility Extension Notice) (a “Facility Extension Notice”) requesting such extensionrequest. Any such Facility request must provide that the New Maturity Date of all Requested Lenders be the same and that the New Maturity Date not exceed 6 months (or such longer term as may be acceptable to all of the Extending Lenders) from the Extension Notice Date. Each Requested Lender shall advise the Administrative Agent as to whether it agrees with such request within thirty (30) days of being so notified, provided that, in the event such Requested Lender does not so advise the Administrative Agent within such thirty (30) day period, such Requested Lender shall be delivered deemed to have advised the Administrative Agent that it does not later than 90 calendar days before agree with such request, and the First Termination Administrative Agent shall forthwith (and, in any event, within two (2) Business Days of the Administrative Agent having received from all Requested Lenders their decision or deemed decision with regard to the Request for the Extension) advise the Borrower of the Requested Lenders that have agreed to extend the Current Maturity Date (such date being the “Extension Date. A Facility Extension Notice shall not be regarded as having been duly completed unless it is duly signed by the Company and specifies the requested Extended Termination Date”). (b) Upon receipt Subject to Section 2.7(c), if a Requested Lender does not agree to extend the Current Maturity Date applicable to it (such Lender being a “Non-Extending Lender” and any Requested Lender agreeing to extend the Current Maturity Date applicable to it being an “Extending Lender”) the Borrower may, but is not obligated, to: (i) so long as there exists no Event of Default and subject to Section 11.6(c), repay all Accommodations Outstanding and other amounts owing hereunder to any Non-Extending Lender under the Facility at any time prior to the Current Maturity Date of such Facility Extension NoticeNon-Extending Lender and upon such payment any Non-Extending Lender shall cease to be a Lender and its Commitment shall be terminated and the Commitment reduced accordingly; or (ii) arrange for a replacement lender (which may be one of the Lenders) to replace each Non-Extending Lender’s Accommodations Outstanding and its Lender Commitment under the Credit Facility; provided that any such replacement lender shall have been approved by the Administrative Agent (but only if it is not an existing Lender) (such approval not to be unreasonably withheld or delayed) and shall be novated into the Credit Documents in the place and stead of the Non-Extending Lender by execution of all necessary documentation at any time prior to the Current Maturity Date of such Non-Extending Lender and in respect of which the Lenders shall do all things and make all such adjustments as are reasonably necessary to give effect to any such replacement. (c) The Current Maturity Date shall not be extended in accordance with Section 2.7(a) if Requested Lenders holding more than fifty percent (50%) of the Commitments of all Requested Lenders do not agree or are deemed not to agree to extend the Current Maturity Date pursuant to any Request for Extension. In any such case, the Agent Current Maturity Date of each Requested Lender shall notify not be extended, provided, however, the Borrower shall be entitled to request further extensions of the Maturity Date as provided for in Section 2.7(a), including, for certainty, from Lenders immediately whichwhich have previously refused or were deemed to have refused an extension. (d) If all Requested Lenders agree to extend the Current Maturity Date pursuant to a Request for Extension, each individually and independently, then the Current Maturity Date shall, effective on the Extension Date, be extended to the New Maturity Date. (e) If, with respect to any Request for Extension in respect of the Current Maturity Date, the provisions of Section 2.7(c) or 2.7(d) are not applicable and there are Non-Extending Lenders under Section 2.7(b), then: (i) the Current Maturity Date for the Extending Lenders shall, effective on the Extension Date, be extended as provided for in the Request for Extension; and (ii) for those Non-Extending Lenders, the Current Maturity Date of all such Lenders shall not be extended. (f) The Borrower understands that consideration of any Request for Extension constitutes an independent credit decision which each Requested Lender retains the absolute and unfettered discretion to make and that no commitment in this regard is hereby given by any Requested Lender. (g) The extension of the Current Maturity Date in respect of any Requested Lender is subject to the terms conditions precedent that: (i) the representations and conditions warranties contained in Article 6 are true and correct as if they were made on the date of this Clause 7.3the request made by the Borrower pursuant to Section 2.7(a), have full and unrestricted discretion in deciding whether to agree to an each extension of the First Termination Current Maturity Date with respect shall be deemed to their Commitment constitute a representation and warranty that on such date such representations and warranties are true and correct except as the terms set out in the Facility Extension Notice. Each Lender shall notify the Agent within 15 Business Days of receipt by the Agent of the Facility Extension Notice of its decision by returning the duly completed Annex I Borrower has previously disclosed to the Facility Extension Notice. All Requested Lenders must agree to the extension in writing; and (ii) no Default or Event of the Facility from the First Termination Date to the Extended Termination Date. If not all Lenders agree to the extension, the Extension Option shall not have been validly exercised Default has occurred and the Facility will terminate as of the First Termination Date. If all Lenders agree to the extension, the extension shall, upon the payment of the extension fee pursuant to para. (b) of Clause 12.5 (Increase and extension fee), become effective and be valid and binding for all Lendersis continuing.

Extension of Facility. (a) Provided The Borrower may, by notice delivered to the Operations Agent (who shall promptly notify the Banks) in substantially the form of Exhibit D attached hereto no earlier than forty-five (45) days prior to the Termination Date then in effect hereunder (the “Existing Termination Date”) but not later than thirty (30) days prior to the Existing Termination Date, request that no Event of Default is continuing each Bank (including the Company may on behalf of Uncommitted Bank) extend the Borrowers request once the extension of the First Termination Date for a further period of 24 Months to an additional 364 days from the Extended Termination Date by sending a notice to the Agent substantially in the form of Schedule 13 (Facility Extension Notice) (a “Facility Extension Notice”) requesting such extension. Any such Facility Extension Notice shall be delivered not later than 90 calendar days before the First Termination Date. A Facility Extension Notice shall not be regarded as having been duly completed unless it is duly signed by the Company and specifies the requested Extended Existing Termination Date. (b) Upon receipt Each Bank, acting in its sole discretion, shall, by notice to the Operations Agent given no later than the date (the “Notice Date”) that is twenty (20) days prior to the Existing Termination Date, advise the Operations Agent whether or not such Bank agrees to such extension (and, to the extent the Bank has a Commitment and is also an Uncommitted Bank, whether any agreed upon extension is for its Commitment as well as an extension of its rights and obligations to make Uncommitted Loans) and each Bank that determines not to extend the Termination Date (a “Non-Extending Bank” in the case of Committed Loans, and a “Non Extending Uncommitted Bank” in the case of Uncommitted Loans) shall notify the Operations Agent of such Facility Extension Notice, fact promptly after such determination (but in any event no later than the Notice Date). Any Bank that does not so advise the Operations Agent on or before the Notice Date shall be deemed to be a Non-Extending Bank. The election of any Bank to agree to such extension shall not obligate any other Bank to agree to such extension. (c) The Operations Agent shall notify the Lenders immediately whichBorrower of each Bank’s determination under this Section promptly upon receiving notice from the Bank and in any event no later than the date that is fifteen (15) days prior to the Existing Termination Date (or, if such date is not a Business Day, on the next preceding Business Day). (d) The Borrower shall have the right on or before the Existing Termination Date to replace each individually Non-Extending Bank with, and independentlyadd as “Banks” under this Agreement in place thereof, one or more Assignees (each, prior to the Existing Termination Date, an “Additional Commitment Bank”) with the approval of the Operations Agent (which approval shall not be unreasonably withheld). Each Additional Commitment Bank shall enter into an Assignment and Assumption pursuant to which such Additional Commitment Bank shall, subject effective as of the Existing Termination Date, undertake a Commitment (an “Additional Commitment”) and if any such Additional Commitment Bank is a Bank, its Additional Commitment shall be in addition to such Bank’s Commitment hereunder on such date. In addition, in the case of a Non-Extending Uncommitted Bank, the Borrower shall also have the right on or before the Existing Termination Date to replace such Non-Extending Uncommitted Bank with, and add as an “Uncommitted Bank” under this Agreement in place thereof, one or more Assignees (each, prior to the terms Existing Termination Date, an “Additional Uncommitted Bank”) with the approval of the Operations Agent (which approval shall not be unreasonably withheld). Each Additional Uncommitted Bank shall enter into an Assignment and conditions Assumption pursuant to which such Additional Uncommitted Bank shall, effective as of the Existing Termination Date, become an Uncommitted Bank hereunder. (e) If (and only if) at least one Bank or Additional Commitment Bank or Additional Uncommitted Bank has agreed to extend the Termination Date or become a “Bank” hereunder, then, effective as of the Existing Termination Date, the Existing Termination Date shall be extended to the date which is 364 days after the Existing Termination Date (provided, if such date is not a Business Day, then such Termination Date as so extended shall be the next preceding Business Day) and each Additional Commitment Bank or Additional Uncommitted Bank, as the case may be, if any, shall thereupon become a “Bank” with a Commitment (in the case of an Additional Commitment Bank) for all purposes of this Clause 7.3Agreement. (f) Notwithstanding the foregoing, have full and unrestricted discretion in deciding whether to agree to an the extension of the First Existing Termination Date shall not be effective with respect to their Commitment any Bank unless: (i) no Default or Event of Default has occurred and be continuing on the terms set out in the Facility Extension Notice. Each Lender shall notify the Agent within 15 Business Days of receipt by the Agent date of the Facility Extension notice requesting such extension, the Notice of its decision by returning Date, the duly completed Annex I to the Facility Extension Notice. All Lenders must agree Existing Termination Date or after giving effect to the extension of the Facility from Existing Termination Date; (ii) each of the First representations and warranties of the Borrower in Article IV and the other Loan Documents are true and correct on and as of each of the date of the notice requesting such extension, the Notice Date, the Existing Termination Date and after giving effect to the Extended extension of the Existing Termination Date with the same force and effect as if made on and as of each such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); and (iii) each Non-Extending Bank and Non-Extending Uncommitted Bank shall have been paid in full by the Borrower all amounts owing to such Bank by the Borrower hereunder on or before the Existing Termination Date. If not all Lenders agree to Even if the extensionExisting Termination Date is extended as provided in this Section 2.08, the Extension Option Commitment of each Non-Extending Bank shall not have been validly exercised and terminate on the Facility will terminate as of the First Existing Termination Date. If all Lenders agree This Section 2.08 shall supersede any provision of Section 9.06 to the extension, the extension shall, upon the payment of the extension fee pursuant to para. (b) of Clause 12.5 (Increase and extension fee), become effective and be valid and binding for all Lenderscontrary.

Extension of Facility. The Borrower may request (ain a written notice delivered to the Administrative Agent, on or prior to the 30th calendar day, but not earlier than the 90th calendar day, prior to each Scheduled Facility Termination Date) Provided that no Event of Default is continuing the Company may on behalf of Lenders extend the Borrowers request once the extension of the First Scheduled Facility Termination Date for successive periods of 364 days. The Scheduled Facility Termination Date shall be extended accordingly if the Administrative Agent (acting pursuant to the instructions of all the Lenders, which instructions may be given or withheld in their sole and absolute discretion) notifies the Borrower that the then-current Scheduled Facility Termination Date shall be so extended for a further period of 24 Months 364 days. If any Lender instructs the Administrative Agent not to extend such date, or fails to give the Extended Termination Date by sending a notice Administrative Agent any instruction with respect to the Agent substantially in the form of Schedule 13 (Facility Extension Notice) (a “Facility Extension Notice”) requesting any such extension. Any such Facility Extension Notice shall be delivered not later than 90 calendar days before the First Termination Date. A Facility Extension Notice shall not be regarded as having been duly completed unless it is duly signed by the Company and specifies the requested Extended Termination Date. (b) Upon receipt of such Facility Extension Noticerequest, the Administrative Agent shall notify the Borrower that the Lenders immediately which, each individually have declined the request of the Borrower and independently, shall, subject the Scheduled Facility Termination Date shall not be so extended. If no such notice is received by the Borrower by the close of business on the 15th calendar day prior to the terms then-current Scheduled Facility Termination Date, the Lenders shall be deemed to have declined the request of the Borrower. If the request is declined, the Borrower may request that the Administrative Agent promptly advise the Borrower of the Lenders that agreed to the extension request and conditions may, by the close of this Clause 7.3business on or before the 10th calendar day prior to the then-current Scheduled Facility Termination Date, request that one or more of the Lenders consenting to the extension request or any Investor acquire and assume all or a ratable part of each non-consenting Lender Commitment. Upon notice from the Administrative Agent that each non-consenting Lender has assigned its interest in its Advances and its Commitment to another Lender or Investor, on or before the close of business on the 5th calendar day prior to the then-current Scheduled Facility Termination Date, the Lenders shall be deemed to have full accepted the request of the Borrower that the Scheduled Facility Termination Date be so extended. If no such notice is received, or if the Borrower does not timely request that the Administrative Agent solicit replacement of each the non-consenting Lender, the Lenders shall be deemed to have declined the request and unrestricted discretion in deciding whether to agree to an the Scheduled Facility Termination Date shall not be so extended. The Borrower will give the Collateral Agent written notice of any extension of the First Scheduled Facility Termination Date with respect to their Commitment on the terms set out in the Facility Extension Notice. Each Lender shall notify the Agent within 15 two Business Days of receipt by the Agent of the Facility Extension Notice of its decision by returning the duly completed Annex I to the Facility Extension Notice. All Lenders must agree to the extension of the Facility from the First Termination Date to the Extended Termination Date. If not all Lenders agree to the such extension, the Extension Option shall not have been validly exercised and the Facility will terminate as of the First Termination Date. If all Lenders agree to the extension, the extension shall, upon the payment of the extension fee pursuant to para. (b) of Clause 12.5 (Increase and extension fee), become effective and be valid and binding for all Lenders.