Common use of Review and renewal of Commitment Clause in Contracts

Review and renewal of Commitment. (a) On or before the date falling 12 months prior to the then Final Termination Date (Existing Termination Date), the Lender may review its participation under this agreement. Following this review the Lender, at its absolute discretion, may offer to extend its participation under the Facility Agreement to a date falling 12 months after the Existing Termination Date (New Termination Date) by delivering to Xxxx a signed Renewal Notice attaching a proposed Key Terms Schedule and/or specifying a revised ‘Margin’ (as defined in the Group Limit Facility) for the Overdraft Facility. (b) The Lender’s offer contained in any Renewal Notice delivered in accordance with clause 4.5(a) may be subject to any conditions precedent or subsequent as the Lender specifies in its absolute discretion. (c) If, within 30 days of receiving a Renewal Notice delivered in accordance with clause 4.5(a): (1) the Borrowers have signed and delivered to the Lender the Renewal Notice; and (2) the Lender has notified Xxxx that it is satisfied in its absolute discretion that all of the conditions specified in the Renewal Notice have been satisfied, the definition of “Final Termination Date” contained in clause 1.2 of this agreement shall be amended to be the New Termination Date and the Key Terms Schedule and ‘Margin’ (as defined in the Group Limit Facility) amended in accordance with the Renewal Notice with effect on and from the date of the Renewal Notice. (d) If: (1) the Lender does not deliver a Renewal Notice to the Borrowers; (2) the Borrowers do not satisfy any condition in the relevant Renewal Notice; or (3) the Borrowers do not sign and return a Renewal Notice delivered in accordance with clause 4.5(a) within 30 days of having received it, the Final Termination Date will not be amended. (e) Clause 14.2 of the Common Terms Deed is incorporated here by reference as if each reference therein to “this deed” were a reference to this agreement. (f) Nothing in the Transaction Documents obliges the Lender: (1) to extend any Final Termination Date; or (2) to provide a Renewal Notice. (g) Each Borrower acknowledges and agrees that the delivery or acceptance of any Renewal Notice or any amendment to a Transaction Document pursuant to this clause 4.5 or a Renewal Notice does not: (1) affect the validity or enforceability of this agreement or any other Transaction Document; (2) prejudice or adversely affect any right, power, authority, discretion or remedy arising under this agreement or any other Transaction Document before the date of any amendment under clause 4.5(c); or (3) discharge, release or otherwise affect any liability or obligation arising under this agreement or any other Transaction Document before the date of any amendment under clause 4.5(c). 5 Funding and rate setting procedures

Review and renewal of Commitment. (a) On or before the date falling 12 months prior to the then Final Termination Date (Existing Termination Date), the Lender may review its participation under this agreement. Following this review the Lender, at its absolute discretion, may offer to extend its participation under the Facility Agreement to a date falling 12 months after the Existing Termination Date (New Termination Date) by delivering to Xxxx a signed Renewal Notice attaching a proposed Key Terms Schedule and/or specifying a revised ‘Margin’ (as defined in the Group Limit Facility) for the Overdraft Facility. (b) The Lender’s offer contained in any Renewal Notice delivered in accordance with clause 4.5(a) may be subject to any conditions precedent or subsequent as the Lender specifies in its absolute discretion. (c) If, within 30 days of receiving a Renewal Notice delivered in accordance with clause 4.5(a): (1) the Borrowers have signed and delivered to the Lender the Renewal Notice; and (2) the Lender has notified Xxxx that it is satisfied in its absolute discretion that all of the conditions specified in the Renewal Notice have been satisfied, the definition of “Final Termination Date” contained in clause 1.2 of this agreement shall be amended to be the New Termination Date and the Key Terms Schedule and ‘Margin’ (as defined in the Group Limit Facility) amended in accordance with the Renewal Notice with effect on and from the date of the Renewal Notice. (d) If: (1) the Lender does not deliver a Renewal Notice to the Borrowers; (2) the Borrowers do not satisfy any condition in the relevant Renewal Notice; or (3) the Borrowers do not sign and return a Renewal Notice delivered in accordance with clause 4.5(a) within 30 days of having received it, the Final Termination Date will not be amended. (e) Clause 14.2 of the Common Terms Deed is incorporated here by reference as if each reference therein to “this deed” were a reference to this agreement. (f) Nothing in the Transaction Documents obliges the Lender: (1) to extend any Final Termination Date; or (2) to provide a Renewal Notice. (g) Each Borrower acknowledges and agrees that the delivery or acceptance of any Renewal Notice or any amendment to a Transaction Document pursuant to this clause 4.5 or a Renewal Notice does not: (1) affect the validity or enforceability of this agreement or any other Transaction Document; (2) prejudice or adversely affect any right, power, authority, discretion or remedy arising under this agreement or any other Transaction Document before the date of any amendment under clause 4.5(c); or or (3) discharge, release or otherwise affect any liability or obligation arising under this agreement or any other Transaction Document before the date of any amendment under clause 4.5(c). 5 Funding and rate setting procedures

Review and renewal of Commitment. (a) On or before the date falling 12 24 months prior to the then Final Termination applicable Maturity Date (the “Existing Termination Maturity Date”), the Lender may review its participation under this agreementAgreement. Following this review the Lender, at its absolute discretion, may offer to extend its participation under the Facility this Agreement to a date falling 12 months after the Existing Termination Maturity Date (the “New Termination Maturity Date”) by delivering to Xxxx the Company a signed Renewal Notice attaching a proposed Key Terms Schedule and/or specifying a revised ‘Margin’ (as defined in the Group Limit Facility) for the Overdraft FacilitySchedule. (b) The Lender’s offer contained in any Renewal Notice delivered in accordance with clause 4.5(aSection 2.05(a) may be subject to any conditions precedent or subsequent as the Lender specifies in its absolute discretion. (c) In the course of reviewing its participation under this Agreement in accordance with Section 2.05(a), the Lender has the absolute right to propose the variation of any and all of the terms of this Agreement (“Revised Terms”), including, but not limited to, the Applicable Margin and Commitment, as part of its offer to the Borrowers to extend its participation. The Revised Terms will be set out in the Key Terms Schedule attached to a Renewal Notice delivered in accordance with Section 2.05(a). (d) If, within 30 days of receiving a Renewal Notice delivered in accordance with clause 4.5(aSection 2.05(a): (1i) the Borrowers have signed and delivered to the Lender the Renewal Notice; and (2ii) the Lender has notified Xxxx the Company that it is satisfied in its absolute discretion that all of the conditions specified in the Renewal Notice have been satisfied, the definition of “Final Termination Maturity Date” contained in clause 1.2 of under this agreement Agreement shall be amended to be the New Termination Maturity Date and the Key Terms Schedule and ‘Margin’ (as defined in the Group Limit Facility) amended in accordance with the Renewal Notice with effect on and from the date of the Renewal Notice. (de) If: (1i) the Lender does not deliver a Renewal Notice to the Borrowers; (2) the Borrowers do not satisfy any condition in the relevant Renewal NoticeCompany; or (3ii) the Borrowers do Lender does not give the notice in Section 2.05(d)(ii); or (iii) the Company does not sign and return a Renewal Notice delivered in accordance with clause 4.5(aSection 2.05(a) within 30 days of having received it, the Final Termination Maturity Date will not be amended. (eamended and any Revised Terms contained in a Renewal Notice delivered in accordance with Section 2.05(a) Clause 14.2 of the Common Terms Deed is incorporated here by reference as if each reference therein to “this deed” were a reference to this agreementwill not apply. (f) Nothing in the Transaction Documents obliges the Lender: (1i) to extend any Final Termination Maturity Date; or (2ii) to provide a Renewal Notice. (g) Each Borrower acknowledges and agrees that the delivery or acceptance of any Renewal Notice or any amendment to a Transaction Document pursuant to this clause 4.5 Section 2.05(a) or a Renewal Notice does not: (1i) affect the validity or enforceability of this agreement Agreement or any other Transaction Document; (2ii) prejudice or adversely affect any right, power, authority, discretion or remedy arising under this agreement Agreement or any other Transaction Document before the date of any amendment under clause 4.5(cSection 2.05(a); or (3iii) discharge, release or otherwise affect any liability or obligation arising under this agreement Agreement or any other Transaction Document before the date of any amendment under clause 4.5(cSection 2.05(a). 5 Funding and rate setting procedures.

Review and renewal of Commitment. (a) On or before the date falling 12 months prior to the then Final Termination Renewal Review Date for each Tranche (Existing Termination Date), the Lender may review its participation under this agreementAgreement. Following this review the Lender, at its absolute discretion, may offer to extend its participation under the Facility this Agreement to a date falling 12 months after the Existing Termination Date (New Termination Date) by delivering to Xxxx Sims a signed Renewal Notice attaching a proposed Key Terms Schedule and/or specifying a revised ‘Margin’ (as defined in the Group Limit Facility) for the Overdraft FacilitySchedule. (b) The Lender’s offer contained in any Renewal Notice delivered in accordance with clause 4.5(a3.6(a) may be subject to any conditions precedent or subsequent as the Lender specifies in its absolute discretionspecifies. (c) In the course of reviewing its participation under this Agreement in accordance with clause 3.6(a), the Lender has the absolute right to propose the variation of any and all of the terms of the Facility set out in the Key Terms Schedule (Revised Terms), including, but not limited to, the Commitment for each Tranche, the Margin and the Unused Commitment Fee, as part of its offer to the Borrowers to extend its participation. The Revised Terms will be set out in the Key Terms Schedule attached to a Renewal Notice delivered in accordance with clause 3.6(a). (d) If, within 30 days of receiving a Renewal Notice delivered in accordance with clause 4.5(a3.6(a): (1i) the Borrowers have signed and delivered to the Lender the Renewal Notice; and (2ii) the Lender has notified Xxxx Sims that it is satisfied in its absolute discretion that all of the conditions specified in the Renewal Notice have been satisfied, the current definition of “Final Termination Date” contained in clause 1.2 of this agreement shall be amended to be the New Termination Date and the Key Terms Schedule and ‘Margin’ (as defined in the Group Limit Facility) shall be amended in accordance with the Renewal Notice with effect on and from the date of the Renewal Notice. (de) If: (1i) the Lender does not deliver a Renewal Notice to the Borrowers;; or (2ii) the Borrowers do not satisfy any condition in the relevant Renewal Notice; or (3iii) the Borrowers do not sign and return a Renewal Notice delivered in accordance with clause 4.5(a3.6(a) within 30 days of having received it, the Final Termination Date will not be amended. (eamended and any Revised Terms contained in a Renewal Notice delivered in accordance with clause 3.6(a) Clause 14.2 of the Common Terms Deed is incorporated here by reference as if each reference therein to “this deed” were a reference to this agreementwill not apply. (f) Nothing in the Transaction Documents obliges the Lender:: [*] Confidential Treatment Requested (1i) to extend any Final Termination Date; or (2ii) to provide a Renewal Notice. (g) Each Borrower acknowledges and agrees that the delivery or acceptance of any Renewal Notice or any amendment to a Transaction Document pursuant to this clause 4.5 3.6 or a Renewal Notice does not: (1i) affect the validity or enforceability of this agreement Agreement or any other Transaction Document; (2ii) prejudice or adversely affect any right, power, authority, discretion or remedy arising under this agreement Agreement or any other Transaction Document before the date of any amendment under clause 4.5(c3.6(c); or (3iii) discharge, release or otherwise affect any liability or obligation arising under this agreement Agreement or any other Transaction Document before the date of any amendment under clause 4.5(c3.6(c). 5 Funding and rate setting procedures.