Common use of Extensions of Termination Date Clause in Contracts

Extensions of Termination Date. No earlier than 60 days and no later than 45 days prior to each anniversary of the Effective Date, the Borrower may, by written notice to the Agent, request that the Termination Date then in effect be extended for a 1-year period. Such request shall be irrevocable and binding upon the Borrower. The Agent shall promptly notify each Lender of such request. If a Lender agrees, in its individual and sole discretion, to so extend its Commitment (an “Extending Lender”), it shall deliver to the Agent a written notice of its agreement to do so no earlier than 30 days and no later than 20 days prior to such anniversary date and the Agent shall notify the Borrower of such Extending Lender’s agreement to extend its Commitment no later than 15 days prior to such anniversary date. The Commitment of any Lender that fails to accept or respond to the Borrower’s request for extension of the Termination Date (a “Declining Lender”) shall be terminated on the Termination Date then in effect (without regard to any extension by other Lenders) and on such Termination Date the Borrower shall pay in full the principal amount of all Advances owing to such Declining Lender, together with accrued interest thereon to the date of such payment of principal and all other amounts payable to such Declining Lender under this Agreement. The Agent shall promptly notify each Extending Lender of the aggregate Commitments of the Declining Lenders. The Extending Lenders, or any of them, may offer to increase their respective Commitments by an aggregate amount up to the aggregate amount of the Declining Lenders’ Commitments and any such Extending Lender shall deliver to the Agent a notice of its offer to so increase its Commitment no later than 15 days prior to such anniversary date. To the extent of any shortfall in the aggregate amount of extended Commitments, the Borrower shall have the right to require any Declining Lender, to assign in full its rights and obligations under this Agreement to one or more Eligible Assignees designated by the Borrower and acceptable to the Agent, such acceptance not to be unreasonably withheld, that agree to accept all of such rights and obligations (each a “Replacement Lender”), provided that (i) such increase and/or such assignment is otherwise in compliance with Section 8.07, (ii) such Declining Lender receives payment in full of the principal amount of all Advances owing to such Declining Lender, together with accrued interest thereon to the date of such payment of principal and all other amounts payable to such Declining Lender under this Agreement and (iii) any such increase shall be effective on such anniversary date and any such assignment shall be effective on the date specified by the Borrower and agreed to by the Replacement Lender and the Agent. If, but only if, Extending Lenders and Replacement Lenders have agreed to provide Commitments in an aggregate amount greater than 50% of the aggregate amount of the Commitments outstanding immediately prior to such anniversary date, the Termination Date shall be extended by one year.

Extensions of Termination Date. No earlier than 60 90 days and no later than 45 days prior to each anniversary of the Effective Date, the Borrower may, by written notice to the Agent, request that the Termination Date then in effect be extended for a 1-year period. Such request shall be irrevocable and binding upon the Borrower. The Agent shall promptly notify each Lender of such request. If a Lender agrees, in its individual and sole discretion, to so extend its Commitment (an “Extending Lender”), it shall deliver to the Agent a written notice of its agreement to do so no earlier than 30 45 days and no later than 20 30 days prior to such anniversary date and the Agent shall notify the Borrower of such Extending Lender’s agreement to extend its Commitment no later than 15 25 days prior to such anniversary datedate (each, an “Extension Date”). The Commitment of any Lender that fails to accept or respond to the Borrower’s request for extension of the Termination Date (a “Declining Lender”) shall be terminated on the Termination Date then in effect for such Declining Lender (without regard to any extension by other Lenders) and on such Termination Date the Borrower shall pay in full the principal amount of all Advances owing to such Declining Lender, together with accrued interest thereon to the date of such payment of principal and all other amounts payable to such Declining Lender under this Agreement. The Agent shall promptly notify each Extending Lender of the aggregate Commitments of the Declining Lenders. The To the extent of any shortfall in the aggregate amount of extended Commitments, the Borrower shall have the right to (a) request that the Extending Lenders, or any of them, may offer agree to increase their respective Commitments by an aggregate amount up to the aggregate amount of the Declining Lenders’ Commitments and any such Extending Lender shall deliver to the Agent a notice of its offer to so increase its Commitment no later than 15 days prior to such anniversary date. To the extent of any shortfall in the aggregate amount of extended Commitments, the Borrower shall have the right to (b) require any Declining Lender, Lender to assign in full its rights and obligations under this Agreement to one or more Extending Lenders and/or to any Eligible Assignees designated by the Borrower and acceptable to the Agent, such acceptance not to be unreasonably withheldwithheld or delayed, that agree to accept all of such rights and obligations (each a “Replacement Lender”), provided that (i) such increase and/or such assignment is otherwise in compliance with Section 8.07, (ii) such Declining Lender receives payment in full of the principal amount of all Advances owing to such Declining Lender, together with accrued interest thereon to the date of such payment of principal and all other amounts payable to such Declining Lender under this Agreement and (iii) any such increase shall be effective on such anniversary date and any such assignment shall be effective on the date specified by the Borrower and agreed to by the Replacement Lender and the Agent. If, but only if, the applicable conditions set forth in Section 3.02 are satisfied as of the Extension Date and Extending Lenders and Replacement Lenders have agreed to provide Commitments in an aggregate amount greater than 50% of the aggregate amount of the Commitments outstanding immediately prior to such anniversary date, the Termination Date shall be extended by one year.

Extensions of Termination Date. No earlier than 60 days and no later than 45 days prior to each anniversary of the Effective Date, the The Borrower may, by written notice to the AgentAdministrative Agent (which shall promptly deliver a copy to each of the Lenders) not less than forty five (45) days and not more than ninety (90) days prior to each anniversary of the date hereof, request that the Lenders extend the Termination Date and the Commitments for an additional period of one year. Each Lender shall, by notice to the Borrower and the Administrative Agent given not later than the 20th day after the date of the Administrative Agent’s receipt of the extension request from the Borrower, advise the Borrower whether or not it agrees to the requested extension (each Lender agreeing to a requested extension being called a “Consenting Lender” and each Lender declining to agree to a requested extension being called a “Declining Lender”). Any Lender that has not so advised the Administrative Agent by such day shall be deemed to have declined to agree to such extension and shall be a Declining Lender. If Lenders constituting the Required Lenders shall have agreed to an extension request, then the Termination Date shall, as to the Consenting Lenders, be extended to the first anniversary of the Termination Date theretofore in effect. The decision to agree or withhold agreement to any Termination Date extension shall be at the sole discretion of each Lender. The Borrower shall have the right to replace any Declining Lender as provided in Section 2.10. Each Commitment of any Declining Lender not so replaced shall terminate on the Termination Date in effect be extended as to such Lender prior to giving effect to any such extension (such Termination Date being called the “Existing Termination Date”). The principal amount of any outstanding Loans made by such Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for a 1-year period. Such request the accounts of such Declining Lenders hereunder, shall be irrevocable due and binding upon payable on the Borrower. The Agent Existing Termination Date, and on the Existing Termination Date the Borrower shall promptly notify each Lender also make such other prepayments of such request. If a Lender agreesLoans as shall be required in order that, after giving effect to the termination of the Commitments of, and all payments to, Declining Lenders pursuant to this sentence, the sum of the aggregate Revolving Credit Exposures will not exceed the total Commitments; provided that, in its individual and sole discretion, to so the event any Lender does not extend its Commitment beyond the initial 3-year term of this Agreement (an i.e., January 8, 2017), (i) the principal amount of any Loans made by such Declining Lenders outstanding on the Existing Termination Date shall be due 12 months after its Existing Termination Date or such earlier date on which the Commitments are terminated in whole pursuant to Section 2.9, 9.2 or 9.3 (the “Extending LenderDeclining Lender Maturity Date”), it (ii) in the event any prepayments of Loans shall deliver be due or made after the relevant Existing Termination Date, such Declining Lender shall be entitled to receive its Percentage thereof as a permanent reduction to the Agent a written notice of its agreement to do so no earlier than 30 days and no later than 20 days prior outstanding Loans owing to such Declining Lender, (iii) interest shall continue to accrued on the outstanding Loans owing to such Declining Lender, which interest shall be due on each Interest Payment Date and on the Declining Lender Maturity Date, and (iv) all other Obligations owing the Declining Lender shall be due and payable as otherwise provided for in this Agreement. Notwithstanding the foregoing, no extension of the Termination Date pursuant to this Section shall become effective unless (i) on the anniversary of the date and hereof that immediately follows the Agent shall notify date on which the Borrower of such Extending Lender’s agreement to extend its Commitment no later than 15 days prior to such anniversary date. The Commitment of any Lender that fails to accept or respond to deliver the Borrower’s applicable request for extension of the Termination Date (a “Declining Lender”) Date, the conditions set forth in Section 7.1 shall be terminated on satisfied with all references in such Section to the Termination Date then in effect (without regard making of Loans being deemed to any extension by other Lendersbe references to such extension) and on such Termination Date the Borrower shall pay in full the principal amount of all Advances owing to such Declining Lender, together with accrued interest thereon to the date of such payment of principal and all other amounts payable to such Declining Lender under this Agreement. The Agent shall promptly notify each Extending Lender of the aggregate Commitments of the Declining Lenders. The Extending Lenders, or any of them, may offer to increase their respective Commitments by an aggregate amount up to the aggregate amount of the Declining Lenders’ Commitments and any such Extending Lender shall deliver to the Agent a notice of its offer to so increase its Commitment no later than 15 days prior to such anniversary date. To the extent of any shortfall in the aggregate amount of extended Commitments, the Borrower shall have the right to require any Declining Lender, to assign in full its rights and obligations under this Agreement to one or more Eligible Assignees designated by the Borrower and acceptable to the Agent, such acceptance not to be unreasonably withheld, that agree to accept all of such rights and obligations (each a “Replacement Lender”), provided that (i) such increase and/or such assignment is otherwise in compliance with Section 8.07, (ii) the Administrative Agent shall have received a certificate to that effect dated such Declining Lender receives payment in full date and executed by a Responsible Officer of the principal amount of all Advances owing to such Declining Lender, together with accrued interest thereon to the date of such payment of principal and all other amounts payable to such Declining Lender under this Agreement and (iii) any such increase shall be effective on such anniversary date and any such assignment shall be effective on the date specified by the Borrower and agreed to by the Replacement Lender and the Agent. If, but only if, Extending Lenders and Replacement Lenders have agreed to provide Commitments in an aggregate amount greater than 50% of the aggregate amount of the Commitments outstanding immediately prior to such anniversary date, the Termination Date shall be extended by one yearBorrower.

Extensions of Termination Date. No earlier than 60 days and no later than 45 days prior to each anniversary of the Effective Date, the Borrower may, by written notice to the Administrative Agent, request that the Termination Date then in effect be extended for a 1-year period. Such request shall be irrevocable and binding upon the Borrower. The Administrative Agent shall promptly notify each Lender of such request. If a Lender agrees, in its individual and sole discretion, to so extend its Commitment (an “Extending Lender”), it shall deliver to the Administrative Agent a written notice of its agreement to do so no earlier than 30 days and no later than 20 days prior to such anniversary date and the Administrative Agent shall notify the Borrower of such Extending Lender’s agreement to extend its Commitment no later than 15 days prior to such anniversary date. The Commitment of any Lender that fails to accept or respond to the Borrower’s request for extension of the Termination Date (a “Declining Lender”) shall be terminated on the Termination Date then in effect (without regard to any extension by other Lenders) and on such Termination Date the Borrower shall pay in full the principal amount of all Advances owing to such Declining Lender, together with accrued interest thereon to the date of such payment of principal and all other amounts payable to such Declining Lender under this Agreement. The Administrative Agent shall promptly notify each Extending Lender of the aggregate Commitments of the Declining Lenders. The Extending Lenders, or any of them, may offer to increase their respective Commitments by an aggregate amount up to the aggregate amount of the Declining Lenders’ Commitments and any such Extending Lender shall deliver to the Administrative Agent a notice of its offer to so increase its Commitment no later than 15 days prior to such anniversary date. To the extent of any shortfall in the aggregate amount of extended Commitments, the Borrower shall have the right to require any Declining Lender, to assign in full its rights and obligations under this Agreement to one or more Eligible Assignees designated by the Borrower and acceptable to the Administrative Agent, such acceptance not to be unreasonably withheld, that agree to accept all of such rights and obligations (each a “Replacement Lender”), provided that (i) such increase and/or such assignment is otherwise in compliance with Section 8.07, (ii) such Declining Lender receives payment in full of the principal amount of all Advances owing to such Declining Lender, together with accrued interest thereon to the date of such payment of principal and all other amounts payable to such Declining Lender under this Agreement and (iii) any such increase shall be effective on such anniversary date and any such assignment shall be effective on the date specified by the Borrower and agreed to by the Replacement Lender and the Administrative Agent. If, but only if, Extending Lenders and Replacement Lenders have agreed to provide Commitments in an aggregate amount greater than 50equal to 100% of the aggregate amount of the Commitments outstanding immediately prior to such anniversary date, the Termination Date shall be extended by one 1-year.

Extensions of Termination Date. No earlier than 60 days and no later than 45 days prior to each anniversary of the Effective Date, the (a) The Borrower may, at any time, but in any event not more than once in any calendar year, by written notice delivering to the AgentAdministrative Agent a written extension request, request that those Lenders which have not become Declining Lenders pursuant to this Section 8.11 (except to the extent Section 8.11(h) applies) (in this Section 8.11, the “Requested Lenders”) to issue a Notice of Extension to extend the then current Termination Date with respect to the Commitments of such Requested Lenders to a date specified therein (each, an “Extended Termination Date”), which Extended Termination Date shall be not later than five (5) years from the date (in this Section 8.11, the “Extension Date”) which is ninety (90) days after the date of such extension request. For the avoidance of doubt, at the time of the first request, if any, made by the Borrower, all Lenders shall be Requested Lenders. (b) Upon receipt from the Borrower of such written extension request, the Administrative Agent shall forthwith deliver to each Requested Lender a copy of such request, and each Requested Lender shall, within thirty (30) days after the date the Administrative Agent receives such request from the Borrower, advise the Administrative Agent in writing as to whether such Requested Lender will agree to extend the then current Termination Date in respect of its Commitment by delivering to the Administrative Agent a notice in substantially the form of Exhibit F hereto (each such notice being an “Extension Notice”); provided that, if any such Requested Lender shall fail to so advise the Administrative Agent within such thirty (30) day period, then such Requested Lender shall be deemed to have denied such extension request. The determination of each Requested Lender as to whether or not to extend the Termination Date then in effect be extended for a 1-year period. Such request shall be irrevocable and binding upon made by each such Requested Lender in its sole discretion. (c) Within five (5) days after the Borrower. The expiry of the aforementioned thirty (30) day period, the Administrative Agent shall promptly notify each Lender of shall: (i) if (A) all Requested Lenders are in agreement with delivering a notice granting or not granting such request. If a Lender agreesextension request (the “Borrower Extension Notice”); or (B) less than all Requested Lenders are in agreement with delivering the Borrower Extension Notice, but, subject to Section 8.11(h)(ii), Requested Lenders having Commitments which, in its individual and sole discretionaggregate, to so extend its Commitment represent 66⅔% or more of all outstanding Commitments of all Requested Lenders are in agreement with delivering the Borrower Extension Notice; (each Requested Lender being in agreement with delivering the Borrower Extension Notice being an “Extending Lender”” for the purposes of this Section 8.11), it shall deliver to the Borrower (with a copy to each Extending Lender) the Borrower Extension Notice on behalf of all Extending Lenders, executed by the Administrative Agent a written notice of its agreement to do so no earlier than 30 days and no later than 20 days prior to such anniversary date and and, in the Agent shall notify circumstance where not all Requested Lenders are Extending Lenders, advise the Borrower of such Extending Lender’s (I) which Requested Lenders are not in agreement to extend its Commitment no later than 15 days prior to such anniversary date. The Commitment of any Lender that fails to accept or respond to the Borrower’s request for extension of with extending the Termination Date (in this Section 8.11, each a “Declining Lender”); and (II) the amount of each Declining Lender’s Commitments and Advances as at such date; or (ii) if neither of the conditions in Sections 8.11(c)(i)(A) or (B) shall be terminated on have been met, notify the Borrower that the extension request has not been approved by Requested Lenders which, subject to Section 8.11(h)(ii), have Commitments which, in aggregate, represent at least 66⅔% of all outstanding Commitments of all Requested Lenders (including therein the identity of the Requested Lenders which are not in agreement with extending the Termination Date then in effect (without regard to any extension by other Lendersand the amount of each such Requested Lender’s Commitments and Advances at such date) and on has therefore been denied. The failure of the Administrative Agent within the aforementioned five (5) day period to deliver the Borrower Extension Notice, as provided in Section 8.11(c)(i) above, shall be deemed to be a notification by the Administrative Agent to the Borrower that the Requested Lenders have denied the extension request, and, in such circumstances, the Termination Date shall not be extended for any of the Requested Lenders. (d) Upon delivery by the Administrative Agent to the Borrower of Borrower Extension Notice pursuant to Section 8.11(c)(i), the Termination Date for all Extending Lenders shall pay in full the principal amount of all Advances owing to such Declining Lender, together with accrued interest thereon be extended to the date Extended Termination Date specified in the relevant extension request. (e) If in any instance the Borrower Extension Notice has been delivered in circumstances in which not all of such payment the Requested Lenders are Extending Lenders, then, on or prior to the relevant Extension Date: (i) the Borrower may require any Declining Lender in respect of principal the relevant extension request to (and all other amounts payable to such Declining Lender shall thereupon become obligated to) assign all or part of its rights, benefits and interests under the Loan Documents (for purposes of this Agreement. The Agent shall promptly notify each Section 8.11, the “Assigned Interests”) to: (A) any Extending Lender of the aggregate Commitments of the Declining Lenders. The Extending Lenders, or any of them, may offer Lenders which have agreed to increase their respective Commitments by an aggregate amount up and purchase the Assigned Interests; and (B) to the aggregate amount of extent the Declining Lenders’ Commitments and Assigned Interests are not assigned to Extending Lenders in accordance with paragraph (A) above, any such Extending Lender shall deliver to the Agent a notice of its offer to so increase its Commitment no later than 15 days prior to such anniversary date. To the extent of any shortfall in the aggregate amount of extended Commitments, the Borrower shall have the right to require any Declining Lender, to assign in full its rights and obligations under this Agreement to one financial or more Eligible Assignees designated other institutions selected by the Borrower and acceptable to the Administrative Agent and the Issuing Banks, acting reasonably. The Borrower shall provide the Administrative Agent with written notice of its desire to proceed under this Section 8.11(e)(i) (which notice the Administrative Agent shall promptly provide to each Extending Lender), and the Extending Lenders shall be entitled to purchase such of the Assigned Interests as they may request (pro rata, in proportion to the Commitments of those Extending Lenders wishing to purchase Assigned Interests, or otherwise as such Extending Lenders may agree) by written notice to the Administrative Agent and the Borrower within ten (10) days after receipt of such notice, before any Assigned Interests may be assigned to third party financial or other institutions. Such assignments, in any event, shall be effective upon: (C) execution of an agreement substantially in the form of Exhibit C; (D) payment to the relevant Declining Lender (in immediately available funds) by the relevant assignee of an amount equal to the aggregate principal amount of all Advances (and accrued and unpaid interest thereon to the effective date of such assignment and all fees and other amounts) owed to that Declining Lender under this Agreement together with all other amounts payable hereunder by the Borrower to such Declining Lender in regard to the Assigned Interests; (E) payment by the relevant assignee to the Administrative Agent (for the Administrative Agent’s own account) of the transfer fee contemplated in Section 8.07; and (F) provision satisfactory to such Declining Lender (acting reasonably) being made for the indemnification or release of such Declining Lender from its obligations relating to any Letters of Credit which form part of the Assigned Interests. Upon such assignment and transfer becoming effective, such acceptance not the Declining Lender shall have no further right, interest, benefit or obligation hereunder to the extent of the Assigned Interests assigned by that Lender but shall continue to be unreasonably withheldentitled to the benefits of Sections 2.12, that agree 2.15 and 8.04 and subject to accept all the obligations of Section 7.05 with respect to facts and circumstances occurring prior to the effective date of such assignment, and each assignee thereof shall succeed to the position of such Lender to the extent of the portion of the Assigned Interests acquired by such assignee as if the assignee was an original Lender hereunder in regard thereto in the place and stead of such Declining Lender; and (ii) to the extent that the Borrower has not caused any Declining Lenders in respect of such extension request to assign their respective rights and obligations (each a “Replacement Lender”), interests to one or more Extending Lenders and/or other financial or other institutions as provided that in paragraph (i) above, the Borrower may, at its option, notwithstanding any other provisions hereof, but only if no Default then exists, by further notice to the Administrative Agent, repay to such increase and/or Declining Lenders all aggregate principal amount of all Advances owed to such Declining Lenders, together with accrued and unpaid interest thereon and all other amounts owing hereunder to such Declining Lenders, without making corresponding repayment to any other Lenders, and make provision satisfactory to each relevant Declining Lender (acting reasonably) for (A) payment of all costs, losses, premiums or expenses incurred by such Declining Lender by reason of a liquidation or re-deployment of deposits or other funds in respect of all outstanding Term Benchmark Advances owed to such Declining Lender and (B) indemnification or release of such Declining Lender from its obligations relating to all outstanding Letters of Credit. Upon such payments and provisions being made, each such Declining Lender shall cease to be a Lender and its Commitment shall be cancelled and the aggregate Commitment amount shall be reduced accordingly. (f) If the Commitment of a Declining Lender is not assigned in accordance with Section 8.11(e)(i) or repaid in accordance with Section 8.11(e)(ii), then such Declining Lender shall continue to be obliged to make its Lender’s proportion of Borrowings available to the Borrower prior to the Termination Date applicable to its Commitment and on such date: (i) the Commitment of such Declining Lender shall be automatically terminated and any Advances then owing to such Declining Lender shall be repaid in full together with accrued and unpaid interest thereon and all other amounts owing hereunder to such Declining Lender; and (ii) the aggregate Commitment amount shall be deemed to be reduced by the amount of such terminated Commitment; provided that, notwithstanding Section 8.11(e) or any other provision herein, at any time prior to such Termination Date, the Borrower may require any Declining Lender to assign all or (subject to Section 8.07) a portion of its rights, benefits and interests under this Agreement in the same manner and subject to the same procedures as are contemplated in Section 8.11(e)(i) above and, upon such assignment becoming effective, each assignee shall be deemed to be an Extending Lender and the Termination Date applicable to the Assigned Interests shall be extended to the Termination Date applicable to the Commitments of the Extending Lenders; and provided, further, that where the proposed Assigned Interests are less than the aggregate Commitments of all of the Declining Lenders, the Borrower shall ensure that the Commitments of all (but not less than all) of the Declining Lenders are assigned or cancelled either (A) by requiring some or all of the Declining Lenders to (and such Declining Lender shall thereupon become obligated to) assign to the proposed assignee or assignees the same proportion of their respective Commitments as their respective Commitments bear to the aggregate Commitments of all Declining Lenders or (B) if no Default then exists, by repaying to some or all of the Declining Lenders all principal amount of Advances, accrued and unpaid interest and other amounts owing hereunder to the Declining Lenders in the same manner as is otherwise contemplated in compliance Section 8.11(e)(ii) above. (g) This Section 8.11 shall apply from time to time to facilitate successive extensions and requests for extensions of the Termination Date. The Borrower shall not be entitled to request any action or give any notice under this Section 8.11 or receive any extension of the Termination Date in respect of any Commitment so long as there exists a Default or an Event of Default which has not been waived by the Lenders. (h) The Borrower may, at its option and from time to time (but only pursuant to the delivery of an executed Request for Extension pursuant to Section 8.11(a)), request any Declining Lender to extend the then current Termination Date with Section 8.07, respect to the Commitments of such Declining Lender to the proposed Termination Date requested in such extension request. In these circumstances: (i) the Request for Extension shall expressly refer to such Declining Lender and shall be provided by the Administrative Agent to such Declining Lender; (ii) such Declining Lender receives payment in full shall be included as one of the principal amount Requested Lenders for all purposes of all Advances owing to Section 8.11 (except for the purposes of making the percentage calculation contemplated in Sections 8.11(c)(i)(B) or 8.11(c)(ii)); (iii) upon the agreement of such Declining Lender, together with accrued interest thereon Lender to extend the Termination Date and the delivery of the applicable Borrower Extension Notice from the Administrative Agent to the date of Borrower, such payment of principal Declining Lender shall become an Extending Lender and all other amounts payable shall cease to be a Declining Lender; and (iv) in the event such Declining Lender does not, or is deemed to not, agree to extend the Termination Date, Sections 8.11(e) and 8.11(f) shall continue to apply to such Declining Lender under this Agreement and (iii) any such increase shall be effective on such anniversary date and any such assignment shall be effective on the date specified by the Borrower and agreed to by the Replacement Lender and the Agent. If, but only if, Extending Lenders and Replacement Lenders have agreed to provide Commitments in an aggregate amount greater than 50% of the aggregate amount of the Commitments outstanding immediately as they applied prior to the giving of such anniversary date, the Termination Date shall be extended by one yearRequest for Extension.

Extensions of Termination Date. No earlier than 60 days After the first anniversary of the Closing Date and no later than at least 45 days prior to each anniversary of the Effective Datescheduled Termination Date then in effect, the Borrower maymay (but in no event more than once per calendar year or twice in the aggregate during the term of this Agreement), by written notice to the Agent, request that the scheduled Termination Date then in effect be extended for a 1twelve-year month period. Such request , effective as of a date selected by the Borrower (the “Extension Effective Date”); the Extension Effective Date shall be irrevocable and binding upon at least 45 days, but not more than 60 days, after the Borrowerdate such extension request is received by the Agent (the “Extension Request Date”). The Upon receipt of the extension request, the Agent shall promptly notify each Lender of such requestthereof, and approval by the Required Lenders shall be necessary for the extension to become effective. If a Lender agrees, in its individual and sole discretion, to so extend its Revolving Credit Commitment (an “Extending Lender”), it shall deliver to the Agent a written notice of its agreement to do so no earlier than 30 days and no later than 20 15 days prior after the Extension Request Date (or such later date to such anniversary date which the Borrower and the Agent shall agree), and the Agent shall promptly thereafter notify the Borrower of such Extending Lender’s agreement to extend its Revolving Credit Commitment no later than 15 days prior to (and such anniversary dateagreement shall be irrevocable until the Extension Effective Date). The Revolving Credit Commitment of any Lender that fails to accept or respond to the Borrower’s request for extension of the Termination Date (a “Declining Lender”) shall be terminated on the Termination Date then in effect for such Lender (without regard to any extension by other Lenders) and on such Termination Date the Borrower shall pay in full the unpaid principal amount of all Advances Revolving Credit Loans owing to such Declining Lender, together with all accrued and unpaid interest thereon and all fees accrued and unpaid under this Agreement to the date of such payment of principal and all other amounts payable due to such Declining Lender under this Agreement. The Agent shall promptly notify each Extending Lender of the aggregate Revolving Credit Commitments of the Declining Lenders. The Each Extending Lenders, or any of them, Lender may offer to increase their its respective Commitments Revolving Credit Commitment by an aggregate amount up not to exceed the aggregate amount of the Declining Lenders’ Commitments Revolving Credit Commitments, and any such Extending Lender shall deliver to the Agent a notice of its offer to so increase its Revolving Credit Commitment no later than 15 30 days prior after the Extension Request Date (or such later date to which the Borrower and the Agent shall agree), and such anniversary dateoffer shall be irrevocable until the Extension Effective Date. To the extent of any shortfall in the aggregate amount of extended additional Revolving Credit Commitments that the Extending Lenders offer pursuant to the preceding sentence exceeds the aggregate amount of the Declining Lenders’ Revolving Credit Commitments, such additional Revolving Credit Commitments shall be reduced on a pro rata basis. To the extent the aggregate amount of Revolving Credit Commitments that the Extending Lenders have so offered to extend is less than the aggregate amount of Revolving Credit Commitments that the Borrower has so requested to be extended, the Borrower shall have the right but not the obligation to require any Declining Lender, Lender to (and any such Declining Lender shall) assign in full its rights and obligations under this Agreement to one or more Eligible Assignees designated by banks or other financial institutions (which may be, but need not be, one or more of the Borrower Extending Lenders) which at the time agree to, in the case of any such Person that is an Extending Lender, increase its Revolving Credit Commitment and acceptable to in the Agent, case of any other such acceptance not to be unreasonably withheld, that agree to accept all of such rights and obligations Person (each a “Replacement New Lender”), ) become a party to this Agreement; provided that (i) such increase and/or such assignment is otherwise in compliance with Section 8.0712.06, (ii) such Declining Lender receives payment in full of the unpaid principal amount of all Advances Revolving Credit Loans owing to such Declining Lender, together with all accrued and unpaid interest thereon and all fees accrued and unpaid under this Agreement to the date of such payment of principal and all other amounts payable due to such Declining Lender under this Agreement and (iii) any such increase shall be effective on such anniversary date and any such assignment shall be effective on the date on or before such Extension Effective Date as may be specified by the Borrower and agreed to by the Replacement Lender respective New Lenders and Extending Lenders, as the case may be, and the Agent. If, but only if, Extending Lenders and Replacement Lenders New Lenders, as the case may be, have agreed to provide Revolving Credit Commitments in an aggregate amount greater than 50% of the aggregate amount of the Revolving Credit Commitments outstanding immediately prior to such anniversary dateExtension Effective Date and the conditions precedent in Section 6.02 are met, the Termination Date in effect with respect to such Extending Lenders and New Lenders shall be extended by one yeartwelve months.

Extensions of Termination Date. No earlier than 60 days and no later than 45 days prior to each anniversary of the Effective Date, the (a) The Borrower may, at any time, but in any event not more than once in any calendar year, by written notice delivering to the AgentAdministrative Agent a written extension request, request that those Lenders which have not become Declining Lenders pursuant to this Section 8.11 (except to the extent Section 8.11(h) applies) (in this Section 8.11, the “Requested Lenders”) to issue a Notice of Extension to extend the then current Termination Date with respect to the Commitments of such Requested Lenders to a date specified therein (each, an “Extended Termination Date”), which Extended Termination Date shall be not later than five (5) years from the date (in this Section 8.11, the “Extension Date”) which is 90 days after the date of such extension request. For the avoidance of doubt, at the time of the first request, if any, made by the Borrower, all Lenders shall be Requested Lenders. (b) Upon receipt from the Borrower of such written extension request, the Administrative Agent shall forthwith deliver to each Requested Lender a copy of such request, and each Requested Lender shall, within 30 days after the date the Administrative Agent receives such request from the Borrower, advise the Administrative Agent in writing as to whether such Requested Lender will agree to extend the then current Termination Date in respect of its Commitment by delivering to the Administrative Agent a notice in substantially the form of Exhibit F hereto (each such notice being an “Extension Notice”); provided that, if any such Requested Lender shall fail to so advise the Administrative Agent within such 30 day period, then such Requested Lender shall be deemed to have denied such extension request. The determination of each Requested Lender as to whether or not to extend the Termination Date then in effect be extended for a 1-year period. Such request shall be irrevocable and binding upon made by each such Requested Lender in its sole discretion. (c) Within five days after the Borrower. The expiry of the aforementioned 30 day period, the Administrative Agent shall promptly notify each Lender of shall: (i) if (A) all Requested Lenders are in agreement with delivering a notice granting or not granting such request. If a Lender agreesextension request (the “Borrower Extension Notice”); or (B) less than all Requested Lenders are in agreement with delivering the Borrower Extension Notice, but, subject to Section 8.11(h)(ii), Requested Lenders having Commitments which, in its individual and sole discretionaggregate, to so extend its Commitment represent 662⁄3% or more of all outstanding Commitments of all Requested Lenders are in agreement with delivering the Borrower Extension Notice; (each Requested Lender being in agreement with delivering the Borrower Extension Notice being an “Extending Lender”” for the purposes of this Section 8.11), it shall deliver to the Borrower (with a copy to each Extending Lender) the Borrower Extension Notice on behalf of all Extending Lenders, executed by the Administrative Agent a written notice of its agreement to do so no earlier than 30 days and no later than 20 days prior to such anniversary date and and, in the Agent shall notify circumstance where not all Requested Lenders are Extending Lenders, advise the Borrower of such Extending Lender’s (I) which Requested Lenders are not in agreement to extend its Commitment no later than 15 days prior to such anniversary date. The Commitment of any Lender that fails to accept or respond to the Borrower’s request for extension of with extending the Termination Date (in this Section 8.11, each a “Declining Lender”); and (II) the amount of each Declining Lender’s Commitments and Advances as at such date; or (ii) if neither of the conditions in Sections 8.11(c)(i)(A) or (B) shall be terminated on have been met, notify the Borrower that the extension request has not been approved by Requested Lenders which, subject to Section 8.11(h)(ii), have Commitments which, in aggregate, represent at least 662⁄3% of all outstanding Commitments of all Requested Lenders (including therein the identity of the Requested Lenders which are not in agreement with extending the Termination Date then in effect (without regard to any extension by other Lendersand the amount of each such Requested Lender’s Commitments and Advances at such date) and on such Termination Date the Borrower shall pay in full the principal amount of all Advances owing to such Declining Lender, together with accrued interest thereon to the date of such payment of principal and all other amounts payable to such Declining Lender under this Agreement. The Agent shall promptly notify each Extending Lender of the aggregate Commitments of the Declining Lenders. The Extending Lenders, or any of them, may offer to increase their respective Commitments by an aggregate amount up to the aggregate amount of the Declining Lenders’ Commitments and any such Extending Lender shall deliver to the Agent a notice of its offer to so increase its Commitment no later than 15 days prior to such anniversary date. To the extent of any shortfall in the aggregate amount of extended Commitments, the Borrower shall have the right to require any Declining Lender, to assign in full its rights and obligations under this Agreement to one or more Eligible Assignees designated by the Borrower and acceptable to the Agent, such acceptance not to be unreasonably withheld, that agree to accept all of such rights and obligations (each a “Replacement Lender”), provided that (i) such increase and/or such assignment is otherwise in compliance with Section 8.07, (ii) such Declining Lender receives payment in full of the principal amount of all Advances owing to such Declining Lender, together with accrued interest thereon to the date of such payment of principal and all other amounts payable to such Declining Lender under this Agreement and (iii) any such increase shall be effective on such anniversary date and any such assignment shall be effective on the date specified by the Borrower and agreed to by the Replacement Lender and the Agent. If, but only if, Extending Lenders and Replacement Lenders have agreed to provide Commitments in an aggregate amount greater than 50% of the aggregate amount of the Commitments outstanding immediately prior to such anniversary date, the Termination Date shall be extended by one yearhas therefore been denied.

Extensions of Termination Date. No earlier than 60 90 days and no later than 45 days prior to each anniversary of the Effective Date, the Borrower may, by written notice to the Agent, request that the Termination Date then in effect be extended for a 1-year period. Such request shall be irrevocable and binding upon the Borrower. The Agent shall promptly notify each Lender of such request. If a Lender agrees, in its individual and sole discretion, to so extend its Commitment (an “Extending Lender”), it shall deliver to the Agent a written notice of its agreement to do so no earlier than 30 45 days and no later than 20 30 days prior to such anniversary date and the Agent shall notify the Borrower of such Extending Lender’s 's agreement to extend its Commitment no later than 15 25 days prior to such anniversary datedate (each, an “Extension Date”). The Commitment of any Lender that fails to accept or respond to the Borrower’s 's request for extension of the Termination Date (a “Declining Lender”) shall be terminated on the Termination Date then in effect for such Declining Lender (without regard to any extension by other Lenders) and on such Termination Date the Borrower shall pay in full the principal amount of all Advances owing to such Declining Lender, together with accrued interest thereon to the date of such payment of principal and all other amounts payable to such Declining Lender under this Agreement. The Agent shall promptly notify each Extending Lender of the aggregate Commitments of the Declining Lenders. The Extending Lenders, or any of them, may offer to increase their respective Commitments by an aggregate amount up to the aggregate amount of the Declining Lenders’ Commitments and any such Extending Lender shall deliver to the Agent a notice of its offer to so increase its Commitment no later than 15 days prior to such anniversary date. To the extent of any shortfall in the aggregate amount of extended Commitments, the Borrower shall have the right to (a) request that the Extending Lenders, or any of them, agree to increase their respective Commitments by an aggregate amount up to the aggregate amount of the Declining Lenders' Commitments and (b) require any Declining Lender, Lender to assign in full its rights and obligations under this Agreement to one or more Extending Lenders and/or to any Eligible Assignees designated by the Borrower and acceptable to the Agent, such acceptance not to be unreasonably withheldwithheld or delayed, that agree to accept all of such rights and obligations (each a “Replacement Lender”), provided that (i) such increase and/or such assignment is otherwise in compliance with Section 8.07, (ii) such Declining Lender receives payment in full of the principal amount of all Advances owing to such Declining Lender, together with accrued interest thereon to the date of such payment of principal and all other amounts payable to such Declining Lender under this Agreement and (iii) any such increase shall be effective on such anniversary date and any such assignment shall be effective on the date specified by the Borrower and agreed to by the Replacement Lender and the Agent. If, but only if, the applicable conditions set forth in Section 3.02 are satisfied as of the Extension Date and Extending Lenders and Replacement Lenders have agreed to provide Commitments in an aggregate amount greater than 50% of the aggregate amount of the Commitments outstanding immediately prior to such anniversary date, the Termination Date shall be extended by one year.