Common use of Extension Clause in Contracts

Extension. The Completion Date will not be extended unless the Purchaser shall have at least fourteen (14) days before the Completion Date applied in writing for an extension of time to the Assignee/Bank and the Assignee/Bank may at its absolute discretion without assigning any reason whatsoever either:- (a) reject such request in which event the Deposit (together with the interest (if any) earned thereon) shall be forfeited absolutely and immediately for which the Purchaser shall not be entitled to nor have any or further reimbursements, claims and demands whatsoever in nature and howsoever caused against the Assignee/Bank, the Assignee/Bank's Solicitors, the Auctioneer or their respective servants or agents and any other party on account thereof; or (b) agree to grant an extension of time subject to conditions imposed by the Assignee/Bank including but not limited to the imposition of non- refundable late payment interest on the balance unpaid or outstanding Purchase Price at such rate as the Assignee/Bank shall determine and to be calculated on a daily basis for the whole duration of the extended period granted and also to pay such sum within the time and in the manner as stipulated by the Assignee/Bank. Such decision by the Assignee/Bank shall be binding on the Purchaser. In the event that the Purchaser fails to pay the Balance Sum within the time or extended time as the case may be and in the manner as stipulated in Clauses 7.1 above and this Clause 7.2, the Deposit together with the interest (if any) earned thereon or paid under this Clause 7.2 shall be forfeited by the Assignee/Bank and the Property may again be put up for sale at a date and time to be fixed by the Assignee/Bank. The costs and expenses incidental to such resale together with any deficiency in the price obtained in the resale comparing to the price obtained in the aforesaid sale shall be recoverable from the defaulting Purchaser. A certificate by an officer of the Assignee/Bank / Bank as to costs and expenses incidental to such resale shall be accepted by the Purchaser as correct and conclusive.

Extension. The Completion Date will not be extended unless the Purchaser shall have at least fourteen (14) days before the Completion Date applied in writing for an extension of time to the Assignee/Bank and the Assignee/Bank may at its absolute discretion without assigning any reason whatsoever either:- (a) reject such request in which event the Deposit (together with the interest (if any) earned thereon) shall be forfeited absolutely and immediately for which the Purchaser shall not be entitled to nor have any or further reimbursements, claims and demands whatsoever in nature and howsoever caused against the Assignee/Bank, the Assignee/Bank's Solicitors, the Auctioneer or their respective servants or agents and any other party on account thereof; or (b) agree to grant an extension of time subject to conditions imposed by the Assignee/Bank including but not limited to the imposition of non- refundable nonrefundable late payment interest on the balance unpaid or outstanding Purchase Price at such rate as the Assignee/Bank shall determine and to be calculated on a daily basis for the whole duration of the extended period granted and also to pay such sum within the time and in the manner as stipulated by the Assignee/Bank. Such decision by the Assignee/Bank shall be binding on the Purchaser. In the event that the Purchaser fails to pay the Balance Sum within the time or extended time as the case may be and in the manner as stipulated in Clauses Clauses 7.1 above and this Clause 7.2, the Deposit together with the interest (if any) earned thereon or paid under this Clause 7.2 shall be forfeited by the Assignee/Bank and the Property may again be put up for sale at a date and time to be fixed by the Assignee/Bank. The costs and expenses incidental to such resale together with any deficiency in the price obtained in the resale comparing to the price obtained in the aforesaid sale shall be recoverable from the defaulting Purchaser. A certificate by an officer of the Assignee/Bank / Bank as to costs and expenses incidental to such resale shall be accepted by the Purchaser as correct and conclusive.

Extension. The Completion Date will not be extended unless the Purchaser shall have at least fourteen (14) days before the Completion Date applied in writing for an extension of time to the Assignee/Bank and the Assignee/Bank may at its absolute discretion without assigning any reason whatsoever either:- (a) reject such request in which event the Deposit (together with the interest (if any) earned thereon) shall be forfeited absolutely and immediately for which the Purchaser shall not be entitled to nor have any or further reimbursements, claims and demands whatsoever in nature and howsoever caused against the Assignee/Bank, the Assignee/Bank's Solicitors, the Auctioneer or their respective servants or agents and any other party on account thereof; or (b) agree to grant an extension of time subject to conditions imposed by the Assignee/Bank including but not limited to the imposition of non- refundable late payment interest on the balance unpaid or outstanding Purchase Price at such rate as the Assignee/Bank shall determine and to be calculated on a daily basis for the whole duration of the extended period granted and also to pay such sum within the time and in the manner as stipulated by the Assignee/Bank. Such decision by the Assignee/Bank shall be binding on the Purchaser. In the event that the Purchaser fails to pay the Balance Sum within the time or extended time as the case may be and in the manner as stipulated in Clauses 7.1 above and this Clause 7.2, the Deposit together with the interest (if any) earned thereon or paid under this Clause 7.2 shall be forfeited by the Assignee/Bank and the Property may again be put up for sale at a date and time to be fixed by the Assignee/Bank. The costs and expenses incidental to such resale together with any deficiency in the price obtained in the resale comparing to the price obtained in the aforesaid sale shall be recoverable from the defaulting Purchaser. A certificate by an officer of the Assignee/Bank / Bank as to costs and expenses incidental to such resale shall be accepted by the Purchaser as correct and conclusive.

Extension. The Completion Date will not be extended unless the Purchaser shall have at least fourteen (14) days before the Completion Date applied in writing for an extension of time to the Assignee/Bank Assignee and the Assignee/Bank Assignee may at its absolute discretion without assigning any reason whatsoever either:- (a) reject such request in which event the Deposit (together with the interest (if any) earned thereon) shall be forfeited absolutely and immediately for which the Purchaser shall not be entitled to nor have any or further reimbursements, claims and demands whatsoever in nature and howsoever caused against the Assignee/Bank, the Assignee/Bank's Solicitors, the Auctioneer or their respective servants or agents and any other party on account thereof; or (b) agree to grant an extension of time subject to conditions imposed by the Assignee/Bank Assignee including but not limited to the imposition of non- refundable late payment interest on the balance unpaid or outstanding Purchase Price at such rate as the Assignee/Bank Assignee shall determine and to be calculated on a daily basis for the whole duration of the extended period granted and also to pay such sum within the time and in the manner as stipulated by the Assignee/Bank. Such decision by the Assignee/Bank Assignee shall be binding on the Purchaser. In the event that the Purchaser fails to pay the Balance Sum within the time or extended time as the case may be and in the manner as stipulated in Clauses 7.1 above and this Clause 7.2, the Deposit together with the interest (if any) earned thereon or paid under this Clause 7.2 shall be forfeited by the Assignee/Bank Assignee and the Property may again be put up for sale at a date and time to be fixed by the Assignee/Bank. The costs and expenses incidental to such resale together with any deficiency in the price obtained in the resale comparing to the price obtained in the aforesaid sale shall be recoverable from the defaulting Purchaser. A certificate by an officer of the Assignee/Bank Assignee / Bank as to costs and expenses incidental to such resale shall be accepted by the Purchaser as correct and conclusive.

Extension. The Completion Date will So long as Lessee shall not be extended unless have exercised its option to return the Purchaser Equipment or its purchase option pursuant to this Section 9, and provided that Lessee shall have at least fourteen exercised its option to renew this Agreement pursuant to this Section 9 with respect to all available Renewal Terms, Lessee shall have the option, upon the expiration of all available Renewal Terms of each Schedule, and subject to Paragraph (14e) days before below, to extend the Completion Date applied in writing Agreement with respect to all, but not less than all, of the Equipment described on such Schedule for an extension additional term of time twelve (12) months (the "Extension Term") at a monthly rental to be paid in arrears on the same day of each month on which the prior Renewal Term Rent installment was paid, and calculated as the product of (i) the Capitalized Lessor's Cost, times (ii) a lease rate factor calculated by Lessor, which when so multiplied times the Capitalized Lessor's Cost, will result in a product that is equal to the Assignee/Bank and amount necessary to fully repay to Lessor any unpaid balance of the Assignee/Bank may at its absolute discretion without assigning any reason whatsoever either:- Capitalized Lessor's Cost (adetermined as of the date on which the last available Renewal Term expired) reject such request in which event the Deposit twelve (12) equal monthly installments, together with interest thereon at the Extension Term Interest Rate specified in the Schedule. At the end of the Extension Term, provided that Lessee is not then in Default under this Agreement, Lessee shall purchase all, and not less than all, of such Equipment described on such Schedule for $1.00 cash, together with all Rent and other sums then due on such date, plus all taxes and charges upon transfer and all other reasonable and documented expenses incurred by Lessor in connection with such transfer. Upon satisfaction of the conditions specified in this Paragraph, Lessor will transfer, on an AS IS BASIS, all of Lessor's interest (if any) earned thereon) shall be forfeited absolutely in and immediately for which to the Purchaser Equipment. Lessor shall not be entitled required to nor have make and may specifically disclaim any representation or further reimbursements, claims and demands whatsoever in nature and howsoever caused against warranty as to the Assignee/Bank, condition of the Assignee/Bank's Solicitors, the Auctioneer or their respective servants or agents Equipment and any other party on account thereof; or matters (b) agree to grant an extension of time subject to conditions imposed by the Assignee/Bank including but not limited to the imposition of non- refundable late payment except that Lessor shall warrant that it has conveyed whatever interest on the balance unpaid or outstanding Purchase Price at such rate as the Assignee/Bank shall determine and to be calculated on a daily basis for the whole duration of the extended period granted and also to pay such sum within the time and it received in the manner as stipulated Equipment free and clear of any lien or encumbrance created by the Assignee/Bank. Such decision by the Assignee/Bank shall be binding on the Purchaser. In the event that the Purchaser fails to pay the Balance Sum within the time or extended time as the case may be and in the manner as stipulated in Clauses 7.1 above and this Clause 7.2, the Deposit together with the interest (if any) earned thereon or paid under this Clause 7.2 shall be forfeited by the Assignee/Bank and the Property may again be put up for sale at a date and time to be fixed by the Assignee/Bank. The costs and expenses incidental to such resale together with any deficiency in the price obtained in the resale comparing to the price obtained in the aforesaid sale shall be recoverable from the defaulting Purchaser. A certificate by an officer of the Assignee/Bank / Bank as to costs and expenses incidental to such resale shall be accepted by the Purchaser as correct and conclusiveLessor).

Extension. The Completion Date will not be extended unless the Purchaser shall have at least fourteen (14) days before the Completion Date applied in writing for an extension of time to the Assignee/Bank and the Assignee/Bank may at its absolute discretion without assigning any reason whatsoever either:- (a) reject such request in which event the Deposit (together with the interest (if any) earned thereon) shall be forfeited absolutely and immediately for which the Purchaser shall not be entitled to nor have any or further reimbursements, claims and demands whatsoever in nature and howsoever caused against the Assignee/Bank, the Assignee/Bank's Solicitors, the Auctioneer or their respective servants or agents and any other party on account thereof; or (b) agree to grant an extension of time subject to conditions imposed by the Assignee/Bank including but not limited to the imposition of non- refundable nonrefundable late payment interest on the balance unpaid or outstanding Purchase Price at such rate as the Assignee/Bank shall determine and to be calculated on a daily basis for the whole duration of the extended period granted and also to pay such sum within the time and in the manner as stipulated by the Assignee/Bank. Such decision by the Assignee/Bank shall be binding on the Purchaser. In the event that the Purchaser fails to pay the Balance Sum within the time or extended time as the case may be and in the manner as stipulated in Clauses 7.1 above and this Clause 7.2, the Deposit together with the interest (if any) earned thereon or paid under this Clause 7.2 shall be forfeited by the Assignee/Bank and the Property may again be put up for sale at a date and time to be fixed by the Assignee/Bank. The costs and expenses incidental to such resale together with any deficiency in the price obtained in the resale comparing to the price obtained in the aforesaid sale shall be recoverable from the defaulting Purchaser. A certificate by an officer of the Assignee/Bank / Bank as to costs and expenses incidental to such resale shall be accepted by the Purchaser as correct and conclusive.

Extension. The Completion Date will not be extended unless the Purchaser shall have at least fourteen (14) days before the Completion Date applied in writing for an extension of time to the Assignee/Bank Assignee and the Assignee/Bank Assignee may at its absolute discretion without assigning any reason whatsoever either:- (a) reject such request in which event the Deposit (together with the interest (if any) earned thereon) shall be forfeited absolutely and immediately for which the Purchaser shall not be entitled to nor have any or further reimbursements, claims and demands whatsoever in nature and howsoever caused against the Assignee/Bank, the Assignee/Bank's Solicitors, the Auctioneer or their respective servants or agents and any other party on account thereof; or (b) agree to grant an extension of time subject to conditions imposed by the Assignee/Bank Assignee including but not limited to the imposition of non- refundable nonrefundable late payment interest on the balance unpaid or outstanding Purchase Price at such rate as the Assignee/Bank Assignee shall determine and to be calculated on a daily basis for the whole duration of the extended period granted and also to pay such sum within the time and in the manner as stipulated by the Assignee/Bank. Such decision by the Assignee/Bank Assignee shall be binding on the Purchaser. In the event that the Purchaser fails to pay the Balance Sum within the time or extended time as the case may be and in the manner as stipulated in Clauses 7.1 above and this Clause 7.2, the Deposit together with the interest (if any) earned thereon or paid under this Clause 7.2 shall be forfeited by the Assignee/Bank Assignee and the Property may again be put up for sale at a date and time to be fixed by the Assignee/Bank. The costs and expenses incidental to such resale together with any deficiency in the price obtained in the resale comparing to the price obtained in the aforesaid sale shall be recoverable from the defaulting Purchaser. A certificate by an officer of the Assignee/Bank Assignee / Bank as to costs and expenses incidental to such resale shall be accepted by the Purchaser as correct and conclusive.

Extension. The Completion Date will If Lessee shall not be extended unless have exercised its option to return the Purchaser Equipment or its purchase option pursuant to this Section, and provided that Lessee shall have exercised its option to renew this Agreement pursuant to this Section with respect to all available Renewal Terms, with Lessor's prior written consent (which may be withheld at least fourteen (14Lessor's sole discretion) days before Lessee shall have the Completion Date applied in writing option, upon the expiration of all available Renewal Terms, to extend the Agreement with respect to all, but not less than all, of the Equipment for an extension additional term of time twelve (12) months (the "EXTENSION TERM") at a monthly rental to be paid in arrears on the same day of each month on which the prior Renewal Term Rent installment was paid, and calculated as the product of (i) the Capitalized Lessor's Cost, TIMES (ii) a lease rate factor calculated by Lessor, which when so multiplied times the Capitalized Lessor's Cost, will result in a product that is equal to the Assignee/Bank and amount necessary to fully repay to Lessor any unpaid balance of the Assignee/Bank may at its absolute discretion without assigning any reason whatsoever either:- Capitalized Lessor's Cost (a) reject such request in determined as of the date on which event the Deposit (last available Renewal Term expired), together with interest thereon at a rate per annum equal to six hundred twenty-five (625) basis points over the then current yield to maturity of U.S. Treasury Notes having a one year maturity, in twelve (12) equal monthly installments. At the end of the Extension Term, Lessee shall purchase all, and not less than all, of such Equipment for $1.00 cash, together with all Rent and other sums then due on such date (including, without limitation, any enforcement costs incurred by Lessor as a result of the occurrence of an Event of Default), plus all Collateral Taxes upon transfer and all other reasonable and documented expenses incurred by Lessor in connection with such transfer. Upon satisfaction of the conditions specified in this Paragraph, Lessor will transfer, on an AS IS BASIS (except as provided in the following sentence), all of Lessor's interest (if any) earned thereon) shall be forfeited absolutely in and immediately for which to the Purchaser Equipment. Lessor shall not be entitled required to nor have make and may specifically disclaim any representation or further reimbursements, claims and demands whatsoever in nature and howsoever caused against warranty as to the Assignee/Bank, condition of the Assignee/Bank's Solicitors, the Auctioneer or their respective servants or agents Equipment and any other party on account thereof; or matters (b) agree to grant an extension of time subject to conditions imposed by the Assignee/Bank including but not limited to the imposition of non- refundable late payment except that Lessor shall warrant that it has conveyed whatever interest on the balance unpaid or outstanding Purchase Price at such rate as the Assignee/Bank shall determine and to be calculated on a daily basis for the whole duration of the extended period granted and also to pay such sum within the time and it received in the manner as stipulated Equipment free and clear of any lien or encumbrance created by the Assignee/Bank. Such decision by the Assignee/Bank shall be binding on the Purchaser. In the event that the Purchaser fails to pay the Balance Sum within the time or extended time as the case may be and in the manner as stipulated in Clauses 7.1 above and this Clause 7.2, the Deposit together with the interest (if any) earned thereon or paid under this Clause 7.2 shall be forfeited by the Assignee/Bank and the Property may again be put up for sale at a date and time to be fixed by the Assignee/Bank. The costs and expenses incidental to such resale together with any deficiency in the price obtained in the resale comparing to the price obtained in the aforesaid sale shall be recoverable from the defaulting Purchaser. A certificate by an officer of the Assignee/Bank / Bank as to costs and expenses incidental to such resale shall be accepted by the Purchaser as correct and conclusivearising through Lessor).

Extension. The Completion Date will If, and only, if the Buyer shall have deposited the Additional Funds with the Escrow Agent on or before the tenth day following the date hereof, and Buyer is not then in breach of any of its representations, warranties, covenants and obligations contained herein in any material respect, the date for the Closing may be extended unless past the Purchaser shall have at least fourteen Scheduled Closing Date by Buyer (14) days by written notice to Seller on or before the Completion Date applied in writing for an extension Scheduled Closing Date) to a date on or before May 18, 2006 if the approval by the shareholders of time Buyer Parent with respect to the Assignee/Bank and the Assignee/Bank may at its absolute discretion without assigning any reason whatsoever either:- (a) reject such request in which event the Deposit (together with the interest (if any) earned thereon) shall be forfeited absolutely and immediately for which the Purchaser shall transactions contemplated hereby have not be entitled to nor have any or further reimbursements, claims and demands whatsoever in nature and howsoever caused against the Assignee/Bank, the Assignee/Bank's Solicitors, the Auctioneer or their respective servants or agents and any other party on account thereof; or (b) agree to grant an extension of time subject to conditions imposed by the Assignee/Bank including but not limited been obtained prior to the imposition of non- refundable late payment interest on Scheduled Closing Date or if a terrorist attack occurs that causes Buyer’s lender to refuse to fund monies for the balance unpaid or outstanding Purchase Price at such rate as the Assignee/Bank shall determine and to be calculated on a daily basis for the whole duration of the extended period granted and also Scheduled Closing Date or causes the shareholders of Buyer Parent to pay such sum within revoke their approval of the time and in the manner as stipulated by the Assignee/Bank. Such decision by the Assignee/Bank shall be binding on the Purchasertransactions contemplated hereby. In the event that Buyer shall not have deposited the Purchaser fails to pay Additional Funds with the Balance Sum within Escrow Agent on or before the time or extended time as tenth day following the case date hereof, and Buyer is not then in breach of any of its representations, warranties, covenants and obligations contained herein in any material respect, the date for the Closing may be extended past the Scheduled Closing Date by Buyer (by written notice to Seller on or before the Scheduled Closing Date) to a date on or before May 18, 2006 if a terrorist attack occurs that causes Buyer’s lender to refuse to fund monies for the Purchase Price as of the Scheduled Closing Date or causes the shareholders of Buyer Parent to revoke their approval of the transactions contemplated hereby. If the date for Closing is so extended by Buyer pursuant to this Section 11.02, Buyer and in Seller shall execute and deliver joint written instructions to the manner as stipulated in Clauses 7.1 above and this Clause 7.2, Escrow Agent to deliver the Deposit together with the interest (if any) earned thereon or paid under this Clause 7.2 shall be forfeited by the Assignee/Bank and the Property may again be put up for sale at a date and time to be fixed by the Assignee/Bank. The costs and expenses incidental Seller to such resale together with any deficiency in the price obtained in the resale comparing hold, subject to the price obtained in the aforesaid sale shall be recoverable from the defaulting Purchaser. A certificate by an officer provisions of the Assignee/Bank / Bank as to costs and expenses incidental to such resale shall be accepted by the Purchaser as correct and conclusiveSection 2.02.

Extension. The Completion If the then applicable Termination Date will not be extended unless is a date on or before December 31, 2000 and the Purchaser shall have at least fourteen (14) days before Borrower may desire that the Completion Lenders extend the then applicable Termination Date applied in writing for an extension of time to the Assignee/Bank and the Assignee/Bank may at its absolute discretion without assigning any reason whatsoever either:-Extension Termination Date, then (a) reject such request in which event the Deposit Borrower shall give written notice of said fact (together with the interest "Extension Request Notice") to the Agent and the Lenders no later than four (if any4) earned thereon) shall be forfeited absolutely and immediately for which months before the Purchaser shall not be entitled to nor have any or further reimbursementsTermination Date, claims and demands whatsoever in nature and howsoever caused against the Assignee/Bank, the Assignee/Bank's Solicitors, the Auctioneer or their respective servants or agents and any other party on account thereof; or (b) agree the Borrower shall use its best efforts to grant an extension of time subject to conditions imposed by obtain and enter into on or before the Assignee/Bank including but not limited date which is two months prior to the imposition Termination Date a Replacement Financing Arrangement with an interest rate no higher than the Interest Rate and (c) if the Borrower shall not have entered into a Replacement Financing Arrangement on or before the date which is two months prior to the Termination Date, the Borrower shall deliver to the Agent and the Lenders a certificate of non- refundable late payment interest the Borrower (the "Extension Certificate") (x) certifying that the Borrower has not entered into a Replacement Financing Arrangement, but the Borrower used its best efforts to do so as required by clause (b) and setting forth such evidence and back-up detail as necessary to demonstrate the efforts made, including a written letter from each bank from which a Replacement Financing Arrangement as required by clause (b) was requested, indicating that Borrower made such a request and that the request was denied, and (y) requesting that the Termination Date be extended to the Extension Termination Date. For purposes of this Section, the Borrower shall be deemed to have complied with the requirement to use its "best efforts" by requesting from and, if applicable, diligently negotiating a Replacement Financing Arrangement as required by clause (b) with each of three (3) commercial banks that are nationally recognized in the United States and each have total assets in excess of $20,000,000,000. The Agent shall have the right to designate, within ten (10) Business Days after receipt of an Extension Request Notice, one of the three banks referred to in the preceding sentence. For purposes of this Section, diligent negotiation shall mean negotiation in good faith and without denial or unreasonable delay of any reasonable request by any such bank for information in connection with its consideration of providing a Replacement Financing Arrangement to Borrower. For the avoidance of doubt, nothing herein is intended to prevent Borrower from obtaining a Replacement Financing Arrangement on terms equal to or better than those provided hereunder. Following receipt of the balance unpaid or outstanding Purchase Price at such rate as Extension Certificate, the Assignee/Bank Agent and/or the Lenders shall determine and have the right (without any obligation to be calculated on a daily basis do so) to obtain for the whole duration of Borrower a Replacement Financing Arrangement on terms equal to or better than those provided hereunder. If the extended period granted and also to pay such sum Borrower has (a) delivered the Extension Request Notice within the time period specified above, (b) used its best efforts to obtain and in enter into a Replacement Financing Arrangement with an interest rate no higher than the manner as stipulated by Interest Rate and delivered the Assignee/Bank. Such decision by the Assignee/Bank shall be binding on the Purchaser. In the event that the Purchaser fails to pay the Balance Sum Extension Certificate within the time or extended time as the case may be and in the manner as stipulated in Clauses 7.1 period specified above and this Clause 7.2(c) not unreasonably or in bad faith refused to enter into a Replacement Financing Arrangement (with terms equal to or better than those provided hereunder) obtained for the Borrower by the Agent or any of the Lenders pursuant to the preceding paragraph, the Deposit together with Termination Date shall be extended to the Extension Termination Date and the interest (if any) earned thereon or paid under this Clause 7.2 rate shall be forfeited the Interest Rate. The Borrower shall be responsible for the payment of any customary commitment fee and other fees in connection with obtaining a Replacement Financing Arrangement. For the avoidance of doubt, in no event shall an Extension Termination Date be requested by the Assignee/Bank and the Property may again Borrower after October 1, 2000 or be put up for sale at on a date and time to be fixed by the Assignee/Bank. The costs and expenses incidental to such resale together with any deficiency in the price obtained in the resale comparing to the price obtained in the aforesaid sale shall be recoverable from the defaulting Purchaser. A certificate by an officer of the Assignee/Bank / Bank as to costs and expenses incidental to such resale shall be accepted by the Purchaser as correct and conclusiveafter October 1, 2001.

Extension. The Completion Date will Provided it is mutually agreed and understood that if the Tenant duly and regularly pays the Base Rent and Additional Rent and performs all of the provisos and agreements contained herein on the part of the Tenant to be performed, and provided further that the Tenant is not be extended unless habitually in default under the Purchaser shall have terms of this Lease and is not in default at least fourteen (14) days before the Completion Date applied in writing for time of the exercise of the option herein, then the Landlord shall, at the expiration of the Term hereof, upon written request of the Tenant, grant to the Tenant an extension of time this Lease for a further period of five (5) years upon the same terms and conditions as contained herein, save as to the Assignee/Bank Base Rental rate, and save as to any further right of extension. Provided always that the Tenant shall have given to the Landlord 180 days' notice in writing before the expiration of the Term of its desire to have such extension. The Base Rental rate for the extension term shall be at the then current market rate for similar premises in a similar area and as mutually agreed between the Landlord and the Assignee/Bank may at its absolute discretion without assigning any reason whatsoever either:- (a) reject such request in which event the Deposit (together with the interest (if any) earned thereon) shall be forfeited absolutely and immediately for which the Purchaser shall not be entitled to nor have any or further reimbursements, claims and demands whatsoever in nature and howsoever caused against the Assignee/Bank, the Assignee/Bank's Solicitors, the Auctioneer or their respective servants or agents and any other party on account thereof; or (b) agree to grant an extension of time subject to conditions imposed by the Assignee/Bank including but not limited to the imposition of non- refundable late payment interest on the balance unpaid or outstanding Purchase Price at such rate as the Assignee/Bank shall determine and to be calculated on a daily basis for the whole duration of the extended period granted and also to pay such sum within the time and in the manner as stipulated by the Assignee/Bank. Such decision by the Assignee/Bank shall be binding on the PurchaserTenant. In the event that the Purchaser Landlord and the Tenant are unable to agree upon the Base Rental rate for the extension term by 120 days prior to the maturity date, the matter shall be submitted to arbitration by notice given by either party to the other. Upon such notice being given, the dispute shall be determined by the award of 3 arbitrators, or by a majority of them, one to be named by the Landlord and one by the Tenant within 30 days of the giving of such notice, and the 3rd to be selected by these 2 arbitrators within 7 days after both have been nominated. If either the Landlord or the Tenant shall neglect or refuse to name its arbitrator in the time specified or to proceed with the arbitration, the arbitrator named by the other party shall proceed with the arbitration, and the award of such arbitrator shall be final and binding upon the Landlord and the Tenant. The Arbitrators shall have all the power given by the Arbitrations Act of Ontario and may at any time proceed in such manner as they see fit on such notice as they deem reasonable in the absence of either party, if such party fails to attend. Each party shall pay its own costs and shall share equally the Balance Sum within costs of arbitration. The award and determination of the time arbitrators shall be final and binding upon both parties hereto and each party agrees not to appeal any such award or extended time determination. In no event shall the Base Rent for the extension period be less than the highest Base Rent payable under the original Term. If the award of the arbitrators is not given before the commencement date of the extension term, then the Tenant shall commence paying rent at the market rate as determined by the case may be and in the manner as stipulated in Clauses 7.1 above and this Clause 7.2, the Deposit Landlord together with the interest (if any) earned thereon or paid under this Clause 7.2 Additional Rent, which shall be forfeited adjusted forthwith after the award of the arbitrators has become final and binding, to be calculated from the commencement date of the extension term. Interest at the rate set out herein shall be calculated monthly on the difference between the Base Rent paid by the Assignee/Bank Tenant and the Property may again be put up for sale at a date and time to be fixed actual amount awarded by the Assignee/Bankarbitrators and shall be paid forthwith upon demand when the arbitrators' decision has been made. The costs extension of lease form shall be prepared by the Landlord at the Tenant's cost and expenses incidental the Tenant covenants and agrees to such resale together with any deficiency in the price obtained in the resale comparing pay to the price obtained in the aforesaid sale shall be recoverable from the defaulting Purchaser. A certificate by an officer of the Assignee/Bank / Bank as to Landlord said costs and expenses incidental to such resale shall be accepted by the Purchaser as correct and conclusiveforthwith upon demand.

Extension. The Completion Date will Provided it is mutually agreed and understood that if the Tenant is not be extended unless in default at the Purchaser shall have time of the exercise of the option herein, then the Landlord shall, at least fourteen (14) days before the Completion Date applied in writing for expiration of the Term hereof, upon written request of the Tenant, grant to the Tenant an extension of time this Lease for a further period of five (5) years upon the same terms and conditions as contained herein, save as to the Assignee/Bank Base Rental rate, save as to any further right of extension and save as to Landlord's Work. Provided always that the Tenant shall have given to the Landlord 180 days' notice in writing before the expiration of the Term of its desire to have such extension. The Base Rental rate for the extension term shall be at the then current market rate for similar premises in a similar area and as mutually agreed between the Landlord and the Assignee/Bank may at its absolute discretion without assigning any reason whatsoever either:- (a) reject such request in which event the Deposit (together with the interest (if any) earned thereon) shall be forfeited absolutely and immediately for which the Purchaser shall not be entitled to nor have any or further reimbursements, claims and demands whatsoever in nature and howsoever caused against the Assignee/Bank, the Assignee/Bank's Solicitors, the Auctioneer or their respective servants or agents and any other party on account thereof; or (b) agree to grant an extension of time subject to conditions imposed by the Assignee/Bank including but not limited to the imposition of non- refundable late payment interest on the balance unpaid or outstanding Purchase Price at such rate as the Assignee/Bank shall determine and to be calculated on a daily basis for the whole duration of the extended period granted and also to pay such sum within the time and in the manner as stipulated by the Assignee/Bank. Such decision by the Assignee/Bank shall be binding on the PurchaserTenant. In the event that the Purchaser Landlord and the Tenant are unable to agree upon the Base Rental rate for the extension term by 120 days prior to the maturity date, the matter shall be submitted to arbitration by notice given by either party to the other. Upon such notice being given, the dispute shall be determined by the award of 3 arbitrators, or by a majority of them, one to be named by the Landlord and one by the Tenant within 30 days of the giving of such notice, and the 3rd to be selected by these 2 arbitrators within 7 days after both have been nominated. If either the Landlord or the Tenant shall neglect or refuse to name its arbitrator in the time specified or to proceed with the arbitration, the arbitrator named by the other party shall proceed with the arbitration, and the award of such arbitrator shall be final and binding upon the Landlord and the Tenant. The Arbitrators shall have all the power given by the Arbitrations Act of Ontario and may at any time proceed in such manner as they see fit on such notice as they deem reasonable in the absence of either party, if such party fails to attend. Each party shall pay its own costs and shall share equally the Balance Sum within costs of arbitration. The award and determination of the time arbitrators shall be final and binding upon both parties hereto and each party agrees not to appeal any such award or extended time determination. In no event shall the Base Rent for the extension period be less than the highest Base Rent payable under the original Term. If the award of the arbitrators is not given before the commencement date of the extension term, then the Tenant shall commence paying rent at the market rate as determined by the case may be and in the manner as stipulated in Clauses 7.1 above and this Clause 7.2, the Deposit Landlord together with the interest (if any) earned thereon or paid under this Clause 7.2 Additional Rent, which shall be forfeited adjusted forthwith after the award of the arbitrators has become final and binding, to be calculated from the commencement date of the extension term. Interest at the rate set out herein shall be calculated monthly on the difference between the Base Rent paid by the Assignee/Bank Tenant and the Property may again be put up for sale at a date and time to be fixed actual amount awarded by the Assignee/Bankarbitrators and shall be paid forthwith upon demand when the arbitrators' decision has been made. The costs extension of lease form shall be prepared by the Landlord at the Tenant's cost and expenses incidental the Tenant covenants and agrees to such resale together with any deficiency in the price obtained in the resale comparing pay to the price obtained in the aforesaid sale shall be recoverable from the defaulting Purchaser. A certificate by an officer of the Assignee/Bank / Bank as to Landlord said costs and expenses incidental to such resale shall be accepted by the Purchaser as correct and conclusiveforthwith upon demand.

Extension. The Completion Date will So long as Lessee shall not be extended unless have exercised its option to return the Purchaser Equipment described on an individual Schedule pursuant to Paragraph (b) of this Section, nor exercised its purchase option pursuant to Paragraph (c) of this Section, Lessee shall have at least fourteen (14) days before the Completion Date applied in writing option, upon the expiration of the Renewal Term, to extend the Agreement with respect to all, but not less than all, of the Equipment described on an individual Schedule for an extension additional term of time twelve (12) months (the "Extension Term") at a monthly rental to be paid in arrears on the same day of each month on which the prior Renewal Term Rent installment was paid (except that the last installment shall be paid on the last day of the Extension Term), and calculated so as to amortize the Renewal Term Fixed Purchase Price of such Equipment described on an individual Schedule over the Extension Term, together with interest thereon at a rate per annum equal to one hundred twenty-one (125) basis points over the then current yield to maturity of U.S. Treasury Notes having a one year maturity, in twelve (12) equal monthly installments. At the end of the Extension Term, provided that Lessee is not then in default under this Agreement or any other agreement between Lessor and Lessee, Lessee shall purchase all, and not less than all, of such Equipment described on an individual Schedule for $1.00 cash, together with all rent and other sums then due on such date, plus all sales taxes and all other reasonable and documented out-of-pocket expenses incurred by Lessor in connection with such transfer. Upon satisfaction of the conditions specified in this Paragraph (a), Lessor will transfer, on an AS IS BASIS, all of Lessor's interest in and to the Assignee/Bank and the Assignee/Bank may at its absolute discretion without assigning any reason whatsoever either:- (a) reject such request in which event the Deposit (together with the interest (if any) earned thereon) shall be forfeited absolutely and immediately for which the Purchaser applicable Equipment. Lessor shall not be entitled required to nor have make and may specifically disclaim any representation or further reimbursements, claims and demands whatsoever in nature and howsoever caused against warranty as to the Assignee/Bank, condition of the Assignee/Bank's Solicitors, the Auctioneer or their respective servants or agents Equipment and any other party on account thereof; or matters (b) agree except that Lessor shall warrant that it has conveyed whatever interest it received in the Equipment free and clear of any lien or encumbrance created by, through or under Lessor). Lessor shall execute and deliver to grant an extension Lessee such Uniform Commercial Code Statements of time subject Termination as reasonably may be required in order to conditions imposed by the Assignee/Bank including but not limited terminate any interest of Lessor in and to the imposition of non- refundable late payment interest on the balance unpaid or outstanding Purchase Price at such rate as the Assignee/Bank shall determine and to be calculated on a daily basis for the whole duration of the extended period granted and also to pay such sum within the time and in the manner as stipulated by the Assignee/Bank. Such decision by the Assignee/Bank shall be binding on the Purchaser. In the event that the Purchaser fails to pay the Balance Sum within the time or extended time as the case may be and in the manner as stipulated in Clauses 7.1 above and this Clause 7.2, the Deposit together with the interest (if any) earned thereon or paid under this Clause 7.2 shall be forfeited by the Assignee/Bank and the Property may again be put up for sale at a date and time to be fixed by the Assignee/Bank. The costs and expenses incidental to such resale together with any deficiency in the price obtained in the resale comparing to the price obtained in the aforesaid sale shall be recoverable from the defaulting Purchaser. A certificate by an officer of the Assignee/Bank / Bank as to costs and expenses incidental to such resale shall be accepted by the Purchaser as correct and conclusiveapplicable Equipment.

Extension. The Completion Date will Provided that the Tenant is not be extended unless habitually in default under the Purchaser shall have terms of this Lease and is not in default at least fourteen (14) days before the Completion Date applied in writing for time of the exercise of the option herein, then the Landlord shall, at the expiration of the Term hereof, upon written request of the Tenant, grant to the Tenant an extension of time this Lease for a further period of five (5) years upon the same terms and conditions as contained herein, save as to the Assignee/Bank Base Rental rate, and save as to any further right of extension. Provided always that the Tenant shall have given to the Landlord 180 days' notice in writing before the expiration of the Term of its desire to have such extension. The Base Rental rate for the extension term shall be at the then current market rate for similar premises in a similar area and as mutually agreed between the Landlord and the Assignee/Bank may at its absolute discretion without assigning any reason whatsoever either:- (a) reject such request in which event the Deposit (together with the interest (if any) earned thereon) shall be forfeited absolutely and immediately for which the Purchaser shall not be entitled to nor have any or further reimbursements, claims and demands whatsoever in nature and howsoever caused against the Assignee/Bank, the Assignee/Bank's Solicitors, the Auctioneer or their respective servants or agents and any other party on account thereof; or (b) agree to grant an extension of time subject to conditions imposed by the Assignee/Bank including but not limited to the imposition of non- refundable late payment interest on the balance unpaid or outstanding Purchase Price at such rate as the Assignee/Bank shall determine and to be calculated on a daily basis for the whole duration of the extended period granted and also to pay such sum within the time and in the manner as stipulated by the Assignee/Bank. Such decision by the Assignee/Bank shall be binding on the PurchaserTenant. In the event that the Purchaser Landlord and the Tenant are unable to agree upon the Base Rental rate for the extension term by 120 days prior to the maturity date, the matter shall be submitted to arbitration by notice given by either party to the other. Upon such notice being given, the dispute shall be determined by the award of 3 arbitrators, or by a majority of them, one to be named by the Landlord and one by the Tenant within 30 days of the giving of such notice, and the 3rd to be selected by these 2 arbitrators within 7 days after both have been nominated. If either the Landlord or the Tenant shall neglect or refuse to name its arbitrator in the time specified or to proceed with the arbitration, the arbitrator named by the other party shall proceed with the arbitration, and the award of such arbitrator shall be final and binding upon the Landlord and the Tenant. The Arbitrators shall have all the power given by the Arbitrations Act of Ontario and may at any time proceed in such manner as they see fit on such notice as they deem reasonable in the absence of either party, if such party fails to attend. Each party shall pay its own costs and shall share equally the Balance Sum within costs of arbitration. The award and determination of the time arbitrators shall be final and binding upon both parties hereto and each party agrees not to appeal any such award or extended time determination. If the award of the arbitrators is not given before the commencement date of the extension term, then the Tenant shall commence paying rent at the market rate as determined by the case may be and in the manner as stipulated in Clauses 7.1 above and this Clause 7.2, the Deposit Landlord together with the interest (if any) earned thereon or paid under this Clause 7.2 Additional Rent, which shall be forfeited adjusted forthwith after the award of the arbitrators has become final and binding, to be calculated from the commencement date of the extension term. Interest at the rate set out herein shall be calculated monthly on the difference between the Base Rent paid by the Assignee/Bank Tenant and the Property may again be put up for sale at a date and time to be fixed actual amount awarded by the Assignee/Bank. The costs arbitrators and expenses incidental to such resale together with any deficiency in the price obtained in the resale comparing to the price obtained in the aforesaid sale shall be recoverable from paid forthwith upon demand when the defaulting Purchaser. A certificate by an officer of the Assignee/Bank / Bank as to costs and expenses incidental to such resale shall be accepted by the Purchaser as correct and conclusivearbitrators' decision has been made.

Extension. The Completion Date will So long as no Default has occurred and is continuing hereunder and Lessee shall not be extended unless have exercised its option to return the Purchaser Equipment or its purchase option pursuant to this Section, and provided that Lessee shall have at least fourteen (14) days before exercised its option to renew this Agreement pursuant to this Section with respect to all available Renewal Terms, Lessee shall have the Completion Date applied in writing option, upon the expiration of all available Renewal Terms, to extend the Agreement with respect to all, but not less than all, of the Equipment for an extension additional term of time twelve (12) months (the "Extension Term") at a monthly rental to be paid in arrears on the same day of each month on which the prior Renewal Term Rent installment was paid, and calculated as the product of (i) the Capitalized Lessor's Cost, times (ii) a lease rate factor calculated by Lessor, which when so multiplied times the Capitalized Lessor's Cost, will result in a product that is equal to the Assignee/Bank and amount necessary to fully repay to Lessor any unpaid balance of the Assignee/Bank may at its absolute discretion without assigning any reason whatsoever either:- Capitalized Lessor's Cost (a) reject such request in determined as of the date on which event the Deposit (last available Renewal Term expired), together with interest thereon at a rate per annum equal to three hundred seventy-five (375) basis points over the then current yield to maturity of U.S. Treasury Notes having a one year maturity, in twelve (12) equal monthly installments. At the end of the Extension Term, provided that Lessee is not then in Default under this Agreement, Lessee shall purchase all, and not less than all, of such Equipment for $1.00 cash, together with all Rent and other sums then due on such date, plus all taxes and charges upon transfer and all other reasonable and documented expenses incurred by Lessor in connection with such transfer. Upon satisfaction of the conditions specified in this Paragraph, Lessor will transfer, on an AS IS BASIS, all of Lessor's interest (if any) earned thereon) shall be forfeited absolutely in and immediately for which to the Purchaser Equipment. Lessor shall not be entitled required to nor have make and may specifically disclaim any representation or further reimbursements, claims and demands whatsoever in nature and howsoever caused against warranty as to the Assignee/Bank, condition of the Assignee/Bank's Solicitors, the Auctioneer or their respective servants or agents Equipment and any other party on account thereof; or matters (b) agree to grant an extension of time subject to conditions imposed by the Assignee/Bank including but not limited to the imposition of non- refundable late payment except that Lessor shall warrant that it has conveyed whatever interest on the balance unpaid or outstanding Purchase Price at such rate as the Assignee/Bank shall determine and to be calculated on a daily basis for the whole duration of the extended period granted and also to pay such sum within the time and it received in the manner as stipulated Equipment free and clear of any lien or encumbrance created by the Assignee/Bank. Such decision by the Assignee/Bank shall be binding on the Purchaser. In the event that the Purchaser fails to pay the Balance Sum within the time or extended time as the case may be and in the manner as stipulated in Clauses 7.1 above and this Clause 7.2, the Deposit together with the interest (if any) earned thereon or paid under this Clause 7.2 shall be forfeited by the Assignee/Bank and the Property may again be put up for sale at a date and time to be fixed by the Assignee/Bank. The costs and expenses incidental to such resale together with any deficiency in the price obtained in the resale comparing to the price obtained in the aforesaid sale shall be recoverable from the defaulting Purchaser. A certificate by an officer of the Assignee/Bank / Bank as to costs and expenses incidental to such resale shall be accepted by the Purchaser as correct and conclusiveLessor).

Extension. The Completion Date will So long as Lessee shall not be extended unless have exercised its option to return the Purchaser Equipment or its purchase option pursuant to this Section, and provided that Lessee shall have at least fourteen (14) days before exercised its option to renew this Agreement pursuant to this Section with respect to all available Renewal Terms, Lessee shall have the Completion Date applied in writing option, upon the expiration of all available Renewal Terms, to extend the Agreement with respect to all, but not less than all, of the Equipment for an extension additional term of time twelve (12) months (the "Extension Term") at a monthly rental to be paid in arrears on the same day of each month on which the prior Renewal Term Rent installment was paid, and calculated as the product of (i) the Capitalized Lessor's Cost, times (ii) a lease rate factor calculated by Lessor, which when so multiplied times the Capitalized Lessor's Cost, will result in a product that is equal to the Assignee/Bank and amount necessary to fully repay to Lessor any unpaid balance of the Assignee/Bank may at its absolute discretion without assigning any reason whatsoever either:- Capitalized Lessors Cost (a) reject such request in determined as of the date on which event the Deposit (last available Renewal Term expired), together with interest thereon at a rate per annum equal to three hundred (300) basis points over the then current yield to maturity of U.S. Treasury Notes having a one year maturity, in twelve (12) equal monthly installments. At the end of the Extension Term, provided that Lessee is not then in Default under this Agreement, Lessee shall purchase all, and not less than all, of such Equipment for $1.00 cash, together with all Rent and other sums then due on such date, plus all taxes and charges upon transfer and all other reasonable and documented expenses incurred by Lessor in connection with such transfer. Upon satisfaction of the conditions specified in this Paragraph, Lessor will transfer, on an AS IS BASIS, all of Lessors interest (if any) earned thereon) shall be forfeited absolutely in and immediately for which to the Purchaser Equipment. Lessor shall not be entitled required to nor have make and may specifically disclaim any representation or further reimbursements, claims and demands whatsoever in nature and howsoever caused against warranty as to the Assignee/Bank, condition of the Assignee/Bank's Solicitors, the Auctioneer or their respective servants or agents Equipment and any other party on account thereof; or matters (b) agree to grant an extension of time subject to conditions imposed by the Assignee/Bank including but not limited to the imposition of non- refundable late payment except that Lessor shall warrant that it has conveyed whatever interest on the balance unpaid or outstanding Purchase Price at such rate as the Assignee/Bank shall determine and to be calculated on a daily basis for the whole duration of the extended period granted and also to pay such sum within the time and it received in the manner as stipulated Equipment free and clear of any lien or encumbrance created by the Assignee/Bank. Such decision by the Assignee/Bank shall be binding on the Purchaser. In the event that the Purchaser fails to pay the Balance Sum within the time or extended time as the case may be and in the manner as stipulated in Clauses 7.1 above and this Clause 7.2, the Deposit together with the interest (if any) earned thereon or paid under this Clause 7.2 shall be forfeited by the Assignee/Bank and the Property may again be put up for sale at a date and time to be fixed by the Assignee/Bank. The costs and expenses incidental to such resale together with any deficiency in the price obtained in the resale comparing to the price obtained in the aforesaid sale shall be recoverable from the defaulting Purchaser. A certificate by an officer of the Assignee/Bank / Bank as to costs and expenses incidental to such resale shall be accepted by the Purchaser as correct and conclusiveLessor).

Extension. The Completion If the then applicable Termination Date will not be extended unless is a date on or before December 31, 2001 and the Purchaser shall have at least fourteen (14) days before Borrower may desire that the Completion Lenders extend the then applicable Termination Date applied in writing for an extension of time to the Assignee/Bank and the Assignee/Bank may at its absolute discretion without assigning any reason whatsoever either:-Extension Termination Date, then (a) reject such request in which event the Deposit Borrower shall give written notice of said fact (together with the interest "Extension Request Notice") to the Agent and the Lenders no later than four (if any4) earned thereon) shall be forfeited absolutely and immediately for which months before the Purchaser shall not be entitled to nor have any or further reimbursementsTermination Date, claims and demands whatsoever in nature and howsoever caused against the Assignee/Bank, the Assignee/Bank's Solicitors, the Auctioneer or their respective servants or agents and any other party on account thereof; or (b) agree the Borrower shall use its best efforts to grant an extension of time subject obtain and enter into on or before the date which is two months prior to conditions imposed the (x) certifying that the Borrower has not entered into a Replacement Financing Arrangement, but the Borrower used its best efforts to do so as required by clause (b) and setting forth such evidence and back-up detail as necessary to demonstrate the Assignee/Bank efforts made, including but not limited a written letter from each bank from which a Replacement Financing Arrangement as required by clause (b) was requested, indicating that Borrower made such a request and that the request was denied, and (y) requesting that the Termination Date be extended to the imposition Extension Termination Date. For purposes of non- refundable late payment interest this Section, the Borrower shall be deemed to have complied with the requirement to use its "best efforts" by requesting from and, if applicable, diligently negotiating a Replacement Financing Arrangement as required by clause (b) with each of three (3) commercial banks that are nationally recognized in the United States and each have total assets in excess of $20,000,000,000. The Agent shall have the right to designate, within ten (10) Business Days after receipt of an Extension Request Notice, one of the three banks referred to in the preceding sentence. For purposes of this Section, diligent negotiation shall mean negotiation in good faith and without denial or unreasonable delay of any reasonable request by any such bank for information in connection with its consideration of providing a Replacement Financing Arrangement to Borrower. For the avoidance of doubt, nothing herein is intended to prevent Borrower from obtaining a Replacement Financing Arrangement on terms equal to or better than those provided hereunder. Following receipt of the balance unpaid or outstanding Purchase Price at such rate as Extension Certificate, the Assignee/Bank Agent and/or the Lenders shall determine and have the right (without any obligation to be calculated on a daily basis do so) to obtain for the whole duration of Borrower a Replacement Financing Arrangement on terms equal to or better than those provided hereunder. If the extended period granted and also to pay such sum Borrower has (a) delivered the Extension Request Notice within the time period specified above, (b) used its best efforts to obtain and in enter into a Replacement Financing Arrangement and delivered the manner as stipulated by the Assignee/Bank. Such decision by the Assignee/Bank shall be binding on the Purchaser. In the event that the Purchaser fails to pay the Balance Sum Extension Certificate within the time or extended time as the case may be and in the manner as stipulated in Clauses 7.1 period specified above and this Clause 7.2(c) not unreasonably or in bad faith refused to enter into a Replacement Financing Arrangement (with terms equal to or better than those provided hereunder) obtained for the Borrower by the Agent or any of the Lenders pursuant to the preceding paragraph, the Deposit together with Termination Date shall be extended to the Extension Termination Date and the interest (if any) earned thereon or paid under this Clause 7.2 rate shall be forfeited the Extension Period Interest Rate. The Borrower shall be responsible for the payment of any customary commitment fee and other fees in connection with obtaining a Replacement Financing Arrangement. For the avoidance of doubt, in no event shall an Extension Termination Date be requested by the Assignee/Bank and the Property may again Borrower after December 31, 2001 or be put up for sale at on a date and time to be fixed by the Assignee/Bank. The costs and expenses incidental to such resale together with any deficiency in the price obtained in the resale comparing to the price obtained in the aforesaid sale shall be recoverable from the defaulting Purchaser. A certificate by an officer of the Assignee/Bank / Bank as to costs and expenses incidental to such resale shall be accepted by the Purchaser as correct and conclusiveafter December 31, 2002.

Extension. The Completion Date will not be extended unless the Purchaser shall have at least fourteen (14) days before the Completion Date applied in writing for an extension of time to the Assignee/Bank Assignee and the Assignee/Bank Assignee may at its absolute discretion without assigning any reason whatsoever either:- (a) reject such request in which event the Deposit (together with the interest (if any) earned thereon) shall be forfeited absolutely and immediately for which the Purchaser shall not be entitled to nor have any or further reimbursements, claims and demands whatsoever in nature and howsoever caused against the Assignee/Bank, the Assignee/Bank's Solicitors, the Auctioneer or their respective servants or agents and any other party on account thereof; or (b) agree to grant an extension of time subject to conditions imposed by the Assignee/Bank Assignee including but not limited to the imposition of non- non-refundable late payment interest on the balance unpaid or outstanding Purchase Price at such rate as the Assignee/Bank Assignee shall determine and to be calculated on a daily basis for the whole duration of the extended period granted and also to pay such sum within the time and in the manner as stipulated by the Assignee/Bank. Such decision by the Assignee/Bank Assignee shall be binding on the Purchaser. In the event that the Purchaser fails to pay the Balance Sum within the time or extended time as the case may be and in the manner as stipulated in Clauses 7.1 above and this Clause 7.2, the Deposit together with the interest (if any) earned thereon or paid under this Clause 7.2 shall be forfeited by the Assignee/Bank Assignee and the Property may again be put up for sale at a date and time to be fixed by the Assignee/Bank. The costs and expenses incidental to such resale together with any deficiency in the price obtained in the resale comparing to the price obtained in the aforesaid sale shall be recoverable from the defaulting Purchaser. A certificate by an officer of the Assignee/Bank Assignee / Bank as to costs and expenses incidental to such resale shall be accepted by the Purchaser as correct and conclusive.

Extension. (i) From and after the Repayment of the Tranche B Facility, the Borrower may, provided no Default or Event of Default has occurred and is continuing, request an Offer of Extension in respect of each Lender for which there is a Revolving Period at such time (each a “Revolving Lender”) not more than 90 days and not less than 60 days prior to the last day of the then current Revolving Period. Such request shall be made by the Borrower by delivering to the Agent an executed Request for Offer of Extension and, if not previously delivered, the most current financial statements and production information required to be delivered by it hereunder. The Completion Date Agent shall within 2 Banking Days of receipt thereof notify the Revolving Lenders of such Request for Offer of Extension and each Revolving Lender shall notify the Agent and the Borrower as to whether or not it agrees (in its sole discretion) to such request no later than 30 days prior to the last day of the then current Revolving Period (or such other later date as may be agreed by the Borrower and Majority Lenders) (the “Notification Date”); provided that, if a Revolving Lender does not so notify the Agent and the Borrower on or prior to the Notification Date, such Revolving Lender shall be deemed to have elected not to agree to such Request for Offer of Extension. (ii) If the Borrower fails to make a Request for Offer of Extension within the time provided above, the then current Revolving Period will not be followed by a new Revolving Period and will continue until the Term Conversion Date with each such Lender’s Individual Borrowing Base Commitment Amount remaining available for Drawdown (subject to Section 6.1) until the Term Conversion Date applicable to such Lender. (iii) If the Majority Revolving Lenders agree to such Request for Offer of Extension, the Agent shall promptly after the Notification Date deliver to the Borrower an Offer of Extension with respect to all Borrowing Base Facilities on behalf of the Revolving Lenders who have agreed to extend, which Offer of Extension shall identify the Revolving Lenders who have agreed to such Request for Offer of Extension. Any such Offer of Extension shall be open for acceptance by the Borrower until the Banking Day immediately preceding the last day of the then current Revolving Period. Upon written notice by the Borrower to the Agent accepting an outstanding Offer of Extension and agreeing to the terms and conditions specified therein, if any, the Revolving Period, in respect of those Revolving Lenders agreeing to such an extension, shall be extended unless to the Purchaser date specified in the Offer of Extension subject to the terms and conditions, if any, specified in such Offer of Extension effective on the date of acceptance by the Borrower of the Offer of Extension. (iv) If any Lender that receives notification from the Agent that the Borrower has made a Request for Offer of Extension, elects not to or is deemed not to make an Offer of Extension (each a “Non-Agreeing Lender”), the Agent shall forthwith so advise each of the other Lenders which do agree to provide an Offer of Extension and each such Lender shall have at least fourteen the right (14but not the obligation) days before to purchase the Completion Date applied Individual Borrowing Base Commitment Amount of such Non-Agreeing Lenders (each a “Non-Agreeing Lender Commitment Amount”) for a purchase price in writing for an extension of time amount equal to the Assignee/Bank Aggregate Principal Amount of the Accommodations owing to such Non-Agreeing Lenders under the Borrowing Base Facilities (or such lower amount as may otherwise be agreed to by the applicable Non-Agreeing Lender in its sole discretion), together with accrued interest thereon to the date of payment of such principal amount and all other Obligations payable by the Borrower to such Non-Agreeing Lenders under this Agreement and the Assignee/Bank may at other Documents (including all losses, costs and expenses suffered or incurred by the Non-Agreeing Lenders as a result of complying with this Section 3.2(b) and all amounts owing to it under Sections 18.5, 18.6 and 18.7). Each of the other Lenders wishing to exercise its absolute discretion without assigning rights to purchase the Non-Agreeing Lender Commitment Amount (a “Purchasing Lender”) shall so notify the Borrower, the Agent and each of the other Lenders in writing, and such Purchasing Lender shall thereupon be obligated to purchase not less than 15 days prior to the last day of the then current Revolving Period, an amount equal to the Non-Agreeing Lender Commitment Amount multiplied by such Purchasing Lender’s Rateable Portion of the Borrowing Base Facilities Commitment Amount, over the aggregate of all Purchasing Lender’s Rateable Portion of the Borrowing Base Facilities Commitment Amount, or as otherwise agreed to by the Borrower and all Purchasing Lenders. The Purchasing Lender shall be deemed to have made an Offer of Extension in respect of the Non-Agreeing Lender Commitment Amount so purchased and the Term Conversion Date applicable to such commitment shall, upon acceptance of such offer by the Borrower, be extended to the Term Conversion Date applicable to such Purchasing Lender and such Credit Facility. The Non-Agreeing Lenders, the Purchasing Lenders, the Agent, the Borrower and each of the other Lenders, if any, shall forthwith duly execute and deliver any reason whatsoever either:-necessary documentation to give effect to such purchase, whereupon the Non-Agreeing Lenders shall, as of the effective date thereof, be released from its obligations to the Borrower hereunder and under the other Documents arising subsequent to such date. (av) reject If a Non-Agreeing Lender Commitment Amount is not purchased pursuant to Section 3.2(b)(iv), at the option of the Borrower: (A) so long as no Default or Event of Default exists and is continuing, the Borrower may repay in full all outstanding Accommodations and other Obligations owing hereunder and under the other Documents (including any expenses, breakage and other costs determined in accordance with Section 8.2 and 9.2) to such request Non-Agreeing Lender on the applicable Term Conversion Date including cash collateralization in which event full of any contingent obligations in respect of any outstanding Letters of Credit, and, upon such repayment, the Deposit (together with Non-Agreeing Lender shall cease to be a Lender hereunder and the interest (if any) earned thereon) Non-Agreeing Lender Commitment Amount shall be forfeited absolutely terminated; the Tranche A Facility Commitment Amount or the Operating Facility Commitment Amount, as applicable, shall be reduced by the amount of the terminated Non-Agreeing Lender Commitment Amount, and immediately for which the Purchaser Rateable Portion of each remaining Lender shall not be entitled adjusted accordingly; (B) the Non-Agreeing Lender shall, if requested by the Borrower, assign and transfer such Non-Agreeing Lender Commitment Amount to nor have any or further reimbursements, claims and demands whatsoever in nature and howsoever caused against the Assignee/Bank, the Assignee/Bank's Solicitors, the Auctioneer or their respective servants or agents and any other party on account thereofa Lender pursuant to Section 16.2; or (bC) the undrawn portion of the Non-Agreeing Lender Commitment Amount shall, effective at 5:01 p.m. (Toronto time) on the applicable Term Conversion Date, be cancelled and such Non-Agreeing Lender’s Individual Commitment Amount shall thereafter convert to a non-revolving term facility which is due on November 30, 2022 as provided for in Section 3.3. (vi) A Revolving Period may only be extended if the Majority Revolving Lenders agree to grant provide an extension Offer of Extension, and if such Majority Revolving Lenders do not agree to provide an Offer of Extension, the provisions of Section 3.3 shall apply. (vii) This Section 3.2 shall apply from time subject to conditions imposed by time to permit successive extensions of the Assignee/Bank including but not limited to Revolving Period, any Term Conversion Date, the imposition of non- refundable late payment interest on Tranche A Facility Termination Date and the balance unpaid or outstanding Purchase Price at such rate Operating Facility Termination Date if and for so long as the Assignee/Bank shall determine and to be calculated on a daily basis for the whole duration Majority Revolving Lenders have agreed in accordance with this Section 3.2; provided that no such extension will occur unless each of the extended period granted and also to pay such sum within the time and in the manner as stipulated by the Assignee/Bank. Such decision by the Assignee/Bank shall be binding on the Purchaser. In the event that the Purchaser fails to pay the Balance Sum within the time or extended time as the case may be and in the manner as stipulated in Clauses 7.1 above and this Clause 7.2, the Deposit together with the interest (if any) earned thereon or paid under this Clause 7.2 shall be forfeited by the Assignee/Bank and the Property may again be put up for sale at a date and time to be fixed by the Assignee/Bank. The costs and expenses incidental to such resale together with any deficiency in the price obtained in the resale comparing to the price obtained in the aforesaid sale shall be recoverable from the defaulting Purchaser. A certificate by an officer of the Assignee/Bank / Bank as to costs and expenses incidental to such resale shall be accepted by the Purchaser as correct and conclusiveBorrowing Base Facilities are so extended.