Common use of Term and Repayment Clause in Contracts

Term and Repayment. (1) The Revolving Credit shall be repaid in full and cancelled on or before the Maturity Date. (2) The Term Credit shall be repaid in full and cancelled on or before the Maturity Date. (3) Subject to the terms hereof, the Swing Line Lender may, at its option, request that the aggregate outstanding Advances under the Swing Line Tranche be reduced by way of Advances under the Revolving Credit. The Agent, in consultation with the Swing Line Lender, shall notify the other Revolving Lenders of the Advances they are required to make based on their respective Applicable Percentages. On the day of receipt of that notice, each of the other Revolving Lenders shall disburse their respective Advances to the Swing Line Lender, which shall thereupon be deemed to be Prime Rate Advances and Base Rate Advances as applicable, in each case under the Revolving Credit. No Revolving Lender shall, however, be required to make an Advance under this Section 2.4(3) that would result in the total Advances made by the Lender under the Revolving Credit exceeding the Lender’s Applicable Percentage of the Revolving Credit. (4) If at any time the Borrowers request an Advance under the Revolving Credit (other than the Swing Line Tranche) and the Advance would result in the sum of the Advances made by the Swing Line Lender under the Revolving Credit (other than the Swing Line Tranche) plus the Advances made by the Swing Line Lender under the Swing Line Tranche exceed the Swing Line Lender’s Applicable Percentage of the Revolving Credit (other than the Swing Line Tranche), then the Borrowers shall be deemed to have directed the Agent to pay the proceeds of the requested Advance to the Swing Line Lender to repay the Swing Line Tranche to the extent of the excess, and the Agent shall do so. In addition, and notwithstanding anything to the contrary in this Agreement, (i) if an Event of Default occurs and is continuing, or (ii) if the Swing Line Lender so requires from time to time, and there are then outstanding any Advances under the Swing Line Tranche, effective on the day of notice to that effect to the other Revolving Lenders from the Swing Line Lender, the Borrowers shall be deemed to have requested, and hereby request, an Advance or Advances under the Revolving Credit sufficient to repay the Advances under the Swing Line Tranche in the currencies in which they were made, including accrued and unpaid interest in respect thereof. On the day of receipt of such notice, each of the other Revolving Lenders shall disburse to the Swing Line Lender its respective Applicable Percentage thereof, which shall thereupon be deemed to be Prime Rate Advances (to the extent that the Advances under the Swing Line Tranche were in Canadian Dollars) and Base Rate Advances (to the extent that the Advances under the Swing Line Tranche were in US Dollars), in each case under the Revolving Credit. No Revolving Lender shall, however, be required to make an Advance under this Section 2.4(4) that would result in the total Advances made by the Lender under the Revolving Credit exceeding the Lender’s Applicable Percentage of the Revolving Credit.

Term and Repayment. (1a) The Revolving Credit shall be repaid in full and cancelled on or before the Maturity Date. If no Default has occurred and is continuing, the Borrowers may request that the Maturity Date be extended by up to one year on each request in accordance with the procedures specified in this Section 2.4. (2b) The Term Credit Borrowers shall, if they wish to extend the Maturity Date of the Credit, make a request to each Lender by written notice given to the Agent not earlier than 90 days prior to the anniversary date of the Effective Date and not later than 60 days prior to the anniversary date of the Effective Date. Each Lender shall provide a written response to that request to the Agent within 30 days. Promptly thereafter, the Agent shall notify the Borrowers of the response of the Lenders, and shall include the names of all Declining Lenders (such notice, the “Accepting Lender Notice”). (c) If all of the Lenders agree to extend the Maturity Date, the Maturity Date shall be repaid in full and cancelled on or before extended by 365 days from the then applicable Maturity Date. (3d) Subject If the aggregate amount of the Commitments of the Accepting Lenders is less than 662/3% of the aggregate Commitments of all Lenders then in effect, the Maturity Date shall not be extended. (e) If the aggregate amount of the Commitments of the Accepting Lenders are equal to or greater than 662/3% but less than 100% of the aggregate Commitments of all Lenders, unless the Borrowers elect not to extend the Maturity Date by giving a further written notice to the terms hereofAgent to that effect within 10 days after the Agent notifies the Borrowers of the Lenders’ response, the Swing Line Maturity Date shall be extended by one year from the then applicable Maturity Date provided that the Borrowers have, before the then applicable Maturity Date, replaced or cancelled the Commitments of all Declining Lenders in the following manner: (i) The Borrowers may, at any time on or before the 10th Banking Day following the receipt of the Accepting Lender Notice, by written request to the Agent (each, an “Acquisition Request Notice”), a copy which shall be provided by the Agent to each Lender within one Banking Day of the Agent receiving same, request that the rights and obligations of the Declining Lenders be assigned in accordance with this Section 2.4 and the following shall apply: (A) Any Accepting Lender may, at its option, request that acquire all or any portion of the rights and obligations of the Declining Lenders under the Loan Documents (all of such rights and obligations being herein called the “Available Amount”) by giving written notice to the Agent (an “Acquisition Notice”) of the portion of the Available Amount which it is prepared to acquire (the “Desired Acquisition Amount”). Such Acquisition Notice shall be given within 10 days following the giving of the Acquisition Request Notice by the Borrowers to the Agent (such deadline being herein called the “Acquisition Deadline”). If only one Accepting Lender gives an Acquisition Notice to the Agent or if more than one Accepting Lender gives an Acquisition Notice to the Agent but the aggregate outstanding Advances of their Desired Acquisition Amounts is less than or equal to the Available Amount, then each such Accepting Lender shall be entitled to acquire its Desired Acquisition Amount of the rights and obligations of the Declining Lenders under the Swing Line Tranche Loan Documents. If more than one Accepting Lender gives an Acquisition Notice to the Agent and the aggregate of the Desired Acquisition Amounts is greater than the Available Amount, then each such Accepting Lender shall be entitled to acquire a pro rata share of the rights and obligations of the Declining Lenders under the Loan Documents, such pro rata share being determined based on the relative Desired Acquisition Amount of each such Accepting Lender. (B) Promptly following the Acquisition Deadline, the Agent shall give to the Borrowers and each Lender a written notice identifying the Available Amount of each Declining Lender and the portion thereof to be acquired by each Accepting Lender. Each of such acquisitions shall be completed on the date which is five Banking Days following the Acquisition Deadline, in accordance with the procedures set out in Section 11.2. (C) If the Available Amount is not completely acquired by the Accepting Lenders, the Borrowers may locate New Lenders, to acquire all or a portion of the balance of the rights and obligations of the Declining Lenders under the Loan Documents on the date which is 20 Banking Days following the Acquisition Deadline, in accordance with the procedures set out in Section 11.2. (D) Any outstanding Commitment of the Declining Lenders which is not acquired by Accepting Lenders or New Lenders under Sections 2.4(e)(i)(B) or 2.4(e)(i)(C) shall be repaid by the Borrowers, and the Commitments of the Declining Lenders not so acquired shall be cancelled on the then applicable Maturity Date and the amount of the Credit shall thereupon be reduced by way of Advances under the Revolving Credit. The Agent, in consultation with the Swing Line Lender, shall notify the other Revolving Lenders aggregate of the Advances they are required to make based on their respective Applicable Percentages. On the day of receipt of that noticeCommitments so cancelled, each of the other Revolving Lenders shall disburse their respective Advances to the Swing Line Lender, which shall thereupon be deemed to be Prime Rate Advances and Base Rate Advances as applicable, in each case under the Revolving Credit. No Revolving Lender shall, however, be required to make an Advance under this Section 2.4(3) that would result in the total Advances made by the Lender under the Revolving Credit exceeding the Lender’s Applicable Percentage of the Revolving Creditif any. (4) If at any time the Borrowers request an Advance under the Revolving Credit (other than the Swing Line Tranche) and the Advance would result in the sum of the Advances made by the Swing Line Lender under the Revolving Credit (other than the Swing Line Tranche) plus the Advances made by the Swing Line Lender under the Swing Line Tranche exceed the Swing Line Lender’s Applicable Percentage of the Revolving Credit (other than the Swing Line Tranche), then the Borrowers shall be deemed to have directed the Agent to pay the proceeds of the requested Advance to the Swing Line Lender to repay the Swing Line Tranche to the extent of the excess, and the Agent shall do so. In addition, and notwithstanding anything to the contrary in this Agreement, (i) if an Event of Default occurs and is continuing, or (ii) if the Swing Line Lender so requires from time to time, and there are then outstanding any Advances under the Swing Line Tranche, effective on the day of notice to that effect to the other Revolving Lenders from the Swing Line Lender, the Borrowers shall be deemed to have requested, and hereby request, an Advance or Advances under the Revolving Credit sufficient to repay the Advances under the Swing Line Tranche in the currencies in which they were made, including accrued and unpaid interest in respect thereof. On the day of receipt of such notice, each of the other Revolving Lenders shall disburse to the Swing Line Lender its respective Applicable Percentage thereof, which shall thereupon be deemed to be Prime Rate Advances (to the extent that the Advances under the Swing Line Tranche were in Canadian Dollars) and Base Rate Advances (to the extent that the Advances under the Swing Line Tranche were in US Dollars), in each case under the Revolving Credit. No Revolving Lender shall, however, be required to make an Advance under this Section 2.4(4) that would result in the total Advances made by the Lender under the Revolving Credit exceeding the Lender’s Applicable Percentage of the Revolving Credit.

Term and Repayment. (1) The Revolving Credit 2.6.1 Unless due and payable sooner in accordance with this Agreement, all Loan Obligations shall be repaid due and payable on January 10, 2013, unless this Agreement is extended, upon the irrevocable request of the Borrower (which request may be made at its option), with the consent of the Majority Lenders, in full their sole discretion, for additional one year terms in accordance with this Section 2.6. 2.6.2 Each request for an extension of this Agreement must be made by the Borrower (if it wishes to exercise its option to make such request) providing the Agent with irrevocable written notice of such request at least 60, but not more than 90, days before the applicable anniversary date of the Closing Date. If the Majority Lenders consent to a request for any such extension in accordance with this Section 2.6, the Maturity Date shall be extended by one year and, unless due and payable sooner in accordance with this Agreement, all Loan Obligations shall be due and payable on the Maturity Date, as so extended, and all Commitments shall be cancelled at such extended time. 2.6.3 Upon receipt by the Agent of any such request by the Borrower for an extension of this Agreement, the Agent shall provide prompt written notice of such request to each Lender. Each Lender’s determination of whether or not it consents to such extension shall be made in such Lender’s sole discretion. If a Lender has not provided the Agent with written notice of whether or not such Lender consents to such requested extension 30 days after written notice of such request has been provided by the Agent to such Lender, such Lender shall be irrevocably deemed to have not consented to such extension. 2.6.4 If the Majority Lenders consent to any extension requested by the Borrower pursuant to this Section 2.6, but any Lender does not so consent, that dissenting Lender (if it is still a Lender at the relevant time) shall not be entitled to vote on any extensions subsequently requested by the Borrower pursuant to this Section 2.6 (and the denominator in the definition of Majority Lender shall, for such purpose, be reduced by such Lender’s Commitment). 2.6.5 If the Majority Lenders consent to any requested extension of this Agreement pursuant to this Section 2.6, but any Lender does not so consent, the Borrower may require that: 2.6.5.1 any such dissenting Lender assign its Commitment in accordance with Section 18.2; 2.6.5.2 the Commitment of any such dissenting Lender be permitted to terminate at the end of the then current term of this Agreement (with the maximum amount of the Credit Facility reducing by the amount of such Lender’s Commitment at that time); or 2.6.5.3 such dissenting Lender’s Commitments immediately terminate. 2.6.6 In the case of subsection 2.6.5.3, the Borrower shall immediately repay such Lender its pro rata share of all outstanding Advances, together with all other amounts owing by the Borrower to that Lender under Section 7.1, and upon receipt by such Lender of such amount such Lender’s Commitment shall be cancelled (and the maximum amount of the Credit Facility shall be reduced by the amount of such Lender’s Commitment at that time). 2.6.7 Any assigning Lender (in the case of subsection 2.6.5.1) or any Lender whose Commitments terminate before the Maturity Date. Date (2in the case of subsection 2.6.5.3) The Term Credit shall be repaid in full and cancelled on or before the Maturity Date. (3) Subject to the terms hereof, the Swing Line Lender may, at its option, request that the aggregate outstanding Advances under the Swing Line Tranche be reduced by way of Advances under the Revolving Credit. The Agent, in consultation with the Swing Line Lender, shall notify the other Revolving Lenders of the Advances they are required to make based on their respective Applicable Percentages. On the day of receipt of that notice, each of the other Revolving Lenders shall disburse their respective Advances to the Swing Line Lender, which shall thereupon be deemed to be Prime Rate Advances and Base Rate Advances as applicable, in each case under the Revolving Credit. No Revolving Lender shall, howeverupon such assignment or termination, be required assign, or cause any of its Affiliates, to make an Advance under this Section 2.4(3) that would result in the total Advances made by the Lender under the Revolving Credit exceeding the Lender’s Applicable Percentage of the Revolving Credit. (4) If at any time the Borrowers request an Advance under the Revolving Credit (other than the Swing Line Tranche) and the Advance would result in the sum of the Advances made by the Swing Line Lender under the Revolving Credit (other than the Swing Line Tranche) plus the Advances made by the Swing Line Lender under the Swing Line Tranche exceed the Swing Line Lender’s Applicable Percentage of the Revolving Credit (other than the Swing Line Tranche), then the Borrowers shall be deemed to have directed the Agent to pay the proceeds of the requested Advance to the Swing Line Lender to repay the Swing Line Tranche to the extent of the excess, and the Agent shall do so. In addition, and notwithstanding anything to the contrary in this Agreement, either (i) if an Event of Default occurs and such assigning Lender, or its applicable Affiliate, is continuinga permitted Other Derivative Counterparty, terminate each guarantee provided by any Obligor in connection therewith or (ii) if assign, at a price determined in a reasonable manner from market quotations in accordance with customary market practices, all Derivative Instruments it or they hold with each Obligor to the Swing Line applicable Eligible Assignee or to another Lender so requires from time or its Affiliate or to timean Other Derivative Counterparty. 2.6.8 If the Majority Lenders do not consent to any extension requested by the Borrower pursuant to the foregoing procedures, all Loan Obligations shall, unless due and there are then outstanding any Advances under the Swing Line Tranchepayable sooner in accordance with this Agreement, effective be due and payable on the day of notice to that Maturity Date then in effect to the other Revolving Lenders from the Swing Line Lender, the Borrowers and all remaining Commitments shall be deemed to have requested, and hereby request, an Advance or Advances under the Revolving Credit sufficient to repay the Advances under the Swing Line Tranche in the currencies in which they were made, including accrued and unpaid interest in respect thereof. On the day of receipt of cancelled at such notice, each of the other Revolving Lenders shall disburse to the Swing Line Lender its respective Applicable Percentage thereof, which shall thereupon be deemed to be Prime Rate Advances (to the extent that the Advances under the Swing Line Tranche were in Canadian Dollars) and Base Rate Advances (to the extent that the Advances under the Swing Line Tranche were in US Dollars), in each case under the Revolving Credit. No Revolving Lender shall, however, be required to make an Advance under this Section 2.4(4) that would result in the total Advances made by the Lender under the Revolving Credit exceeding the Lender’s Applicable Percentage of the Revolving Credittime.

Term and Repayment. (1) The Revolving Credit 2.5.1 Unless due and payable sooner in accordance with this Agreement, all Loan Obligations shall be repaid due and payable on June 22, 2014, unless this Agreement is extended, upon the irrevocable request of the Borrower (which request may be made at its option), with the consent of the Majority Lenders, in full their sole discretion, for additional one year terms in accordance with this Section 2.5. 2.5.2 Each request for an extension of this Agreement must be made by the Borrower (if it wishes to exercise its option to make such request) providing the Agent with irrevocable written notice of such request at least 60, but not more than 90, days before the applicable anniversary date of the Effective Date. If the Majority Lenders consent to a request for any such extension in accordance with this Section 2.5, the Maturity Date shall be extended by one year and, unless due and payable sooner in accordance with this Agreement, all Loan Obligations shall be due and payable on the Maturity Date, as so extended, and all Commitments shall be cancelled at such extended time. 2.5.3 Upon receipt by the Agent of any such request by the Borrower for an extension of this Agreement, the Agent shall provide prompt written notice of such request to each Lender. Each Lender’s determination of whether or not it consents to such extension shall be made in such Lender’s sole discretion. If a Lender has not provided the Agent with written notice of whether or not such Lender consents to such requested extension 30 days after written notice of such request has been provided by the Agent to such Lender, such Lender shall be irrevocably deemed to have not consented to such extension. 2.5.4 If the Majority Lenders consent to any extension requested by the Borrower pursuant to this Section 2.5, but any Lender does not so consent, that dissenting Lender (if it is still a Lender at the relevant time) shall not be entitled to vote on any extensions subsequently requested by the Borrower pursuant to this Section 2.5 (and the denominator in the definition of Majority Lender shall, for such purpose, be reduced by such Lender’s Commitment). 2.5.5 If the Majority Lenders consent to any requested extension of this Agreement pursuant to this Section 2.5, but any Lender does not so consent, the Borrower shall require that one of the following occur: 2.5.5.1 any such dissenting Lender assign its Commitment in accordance with Section 18.2; 2.5.5.2 the Commitment of any such dissenting Lender shall terminate at the end of the then current term of this Agreement (with the maximum amount of the Credit Facility reducing by the amount of such Lender’s Commitment at that time); or 2.5.5.3 such dissenting Lender’s Commitments immediately terminate. 2.5.6 In the case of subsection 2.5.5.2, the Borrower shall, at the end of the then current term of this Agreement, repay such Lender its pro rata share of all outstanding Advances (other than Letters of Credit and Swing Line Loans), together with all other amounts owing by the Borrower to that Lender under Section 7.1, and upon receipt by such Lender of such amount such Lender’s Commitment shall be cancelled (and the maximum amount of the Credit Facility shall be reduced by the amount of such Lender’s Commitment at that time). At such time, Borrower shall also repay such Lender’s pro rata share of the outstanding Swing Line Loans to Swing Line Lender. In the case of subsection 2.5.5.3, the Borrower shall immediately repay such Lender its pro rata share of all outstanding Advances (other than Letters of Credit and Swing Line Loans), together with all other amounts owing by the Borrower to that Lender under Section 7.1, and upon receipt by such Lender of such amount such Lender’s Commitment shall be cancelled (and the maximum amount of the Credit Facility shall be reduced by the amount of such Lender’s Commitment at that time). At such time, Borrower shall also repay such Lender’s pro rata share of the outstanding Swing Line Loans to Swing Line Lender. In the case of subsection 2.5.5.2 or 2.5.5.3, if upon such repayment and any prepayment made by the Borrower under Section 2.6.1, the outstanding Advances exceed the aggregate Commitments, the Borrower shall be and become unconditionally obligated to deposit forthwith with the Agent for the benefit of the Issuing Lender cash or Cash Equivalents equal to the Letter of Credit Obligations which are in excess of the aggregate Commitments, such amount to be held by the Issuing Lender subject to Section15.4. 2.5.7 Any assigning Lender (in the case of subsection 2.5.5.1) or any Lender whose Commitments terminate before the Maturity Date. Date (2in the case of subsections 2.5.5.2 or 2.5.5.3) The Term Credit shall be repaid shall, upon such assignment or termination, if such assigning Lender, or its applicable Affiliate, is a party to a Derivative Instrument with an Obligor, either (i) terminate each guarantee provided by any Obligor in full and cancelled on or before the Maturity Date. (3) Subject to the terms hereof, the Swing Line Lender may, at its option, request that the aggregate outstanding Advances under the Swing Line Tranche be reduced by way of Advances under the Revolving Credit. The Agentconnection therewith, in consultation with the Swing Line Lenderwhich case, such assigning Lenders or its applicable Affiliate shall notify the other Revolving Lenders of the Advances they are required to make based on their respective Applicable Percentages. On the day of receipt of that notice, each of the other Revolving Lenders shall disburse their respective Advances to the Swing Line Lender, which shall thereupon be deemed to be Prime Rate Advances and Base Rate Advances as applicable, in each case under the Revolving Credit. No Revolving Lender shall, however, be required to make an Advance under this Section 2.4(3) that would result in the total Advances made by the Lender under the Revolving Credit exceeding the Lender’s Applicable Percentage of the Revolving Credit. (4) If at any time the Borrowers request an Advance under the Revolving Credit (other than the Swing Line Tranche) and the Advance would result in the sum of the Advances made by the Swing Line Lender under the Revolving Credit (other than the Swing Line Tranche) plus the Advances made by the Swing Line Lender under the Swing Line Tranche exceed the Swing Line Lender’s Applicable Percentage of the Revolving Credit (other than the Swing Line Tranche), then the Borrowers shall be deemed to have directed the Agent to pay the proceeds of the requested Advance to the Swing Line Lender to repay the Swing Line Tranche to the extent of the excess, and the Agent shall do so. In addition, and notwithstanding anything to the contrary in this Agreement, (i) if an Event of Default occurs and is continuing, Other Derivative Counterparty or (ii) if assign, at a price determined in a reasonable manner from market quotations in accordance with customary market practices, all Derivative Instruments it or they hold with each Obligor to the Swing Line applicable Eligible Assignee or to another Lender so requires from time or its Affiliate or to timean Other Derivative Counterparty, and there are then outstanding if, upon such assignment, any Advances under the Swing Line Trancheguarantee provided by any Obligor in connection therewith would not constitute Permitted Debt, effective on the day of notice to that effect to the other Revolving Lenders from the Swing Line Lender, the Borrowers shall be deemed to have requested, and hereby request, an Advance or Advances under the Revolving Credit sufficient to repay the Advances under the Swing Line Tranche in the currencies in which they were made, including accrued and unpaid interest in respect thereof. On the day of receipt of such notice, each of the other Revolving Lenders shall disburse to the Swing Line Lender its respective Applicable Percentage thereof, which shall thereupon be deemed to be Prime Rate Advances (to the extent that the Advances under the Swing Line Tranche were in Canadian Dollars) and Base Rate Advances (to the extent that the Advances under the Swing Line Tranche were in US Dollars), in each case under the Revolving Credit. No Revolving assigning Lender shall, howeveror shall cause its Affiliate to, terminate such guarantee. 2.5.8 If the Majority Lenders do not consent to any extension requested by the Borrower pursuant to the foregoing procedures, all Loan Obligations shall, unless due and payable sooner in accordance with this Agreement, be required to make an Advance under this Section 2.4(4) that would result due and payable on the Maturity Date then in the total Advances made by the Lender under the Revolving Credit exceeding the Lender’s Applicable Percentage of the Revolving Crediteffect and all remaining Commitments shall be cancelled at such time.

Term and Repayment. (1a) The Revolving Subject to the earlier repayment or termination in accordance with this Agreement, the Credit shall be repaid in full and cancelled on or before the Maturity Date. If no Default has occurred and is continuing, the Borrower may request that the Maturity Date be extended on each request in accordance with the procedures specified in this Section 2.4. (2b) The Term Credit Borrower shall, if it wishes to extend the Maturity Date of the Credit, make a request to each Lender by written notice given to the Agent not more than once per calendar year. Each Lender shall provide a written response to that request to the Agent within 30 days of such request being made. Promptly thereafter, the Agent shall notify the Borrower of the response of the Lenders, and shall include the names of all Declining Lenders (such notice, the “Accepting Lender Notice”). (c) If all of the Lenders agree to extend the Maturity Date, the Maturity Date shall be repaid in full and cancelled on or before extended by 365 days from the then applicable Maturity Date. (3d) Subject If the aggregate amount of the Commitments of the Accepting Lenders is less than 66⅔% of the aggregate Commitments of all Lenders then in effect, the Maturity Date shall not be extended. (e) If the aggregate amount of the Commitments of the Accepting Lenders are equal to or greater than 66⅔% but less than 100% of the aggregate Commitments of all Lenders, unless the Borrower elects not to extend the Maturity Date by giving a further written notice to the terms hereofAgent to that effect within 10 days after the Agent notifies the Borrower of the Lenders’ response, the Swing Line Maturity Date shall be extended by 365 days from the then applicable Maturity Date, provided that the Borrower has, before the then applicable Maturity Date, replaced or cancelled the Commitments of all Declining Lenders in the following manner: (i) The Borrower may, at any time on or before the 10th Banking Day following the receipt of the Accepting Lender Notice, by written request to the Agent (each, an “Acquisition Request Notice”), a copy which shall be provided by the Agent to each Lender within one Banking Day of the Agent receiving same, request that the rights and obligations of the Declining Lenders be assigned in accordance with this Section 2.4 and the following shall apply: (A) Any Accepting Lender may, at its option, request that acquire all or any portion of the rights and obligations of the Declining Lenders under the Loan Documents (all of such rights and obligations being herein called the “Available Amount”) by giving written notice to the Agent (an “Acquisition Notice”) of the portion of the Available Amount which it is prepared to acquire (the “Desired Acquisition Amount”). Such Acquisition Notice shall be given within 10 days following the giving of the Acquisition Request Notice by the Borrower to the Agent (such deadline being herein called the “Acquisition Deadline”). If only one Accepting Lender gives an Acquisition Notice to the Agent or if more than one Accepting Lender gives an Acquisition Notice to the Agent but the aggregate outstanding Advances of their Desired Acquisition Amounts is less than or equal to the Available Amount, then each such Accepting Lender shall be entitled to acquire its Desired Acquisition Amount of the rights and obligations of the Declining Lenders under the Swing Line Tranche Loan Documents. If more than one Accepting Lender gives an Acquisition Notice to the Agent and the aggregate of the Desired Acquisition Amounts is greater than the Available Amount, then each such Accepting Lender shall be entitled to acquire a pro rata share of the rights and obligations of the Declining Lenders under the Loan Documents, such pro rata share being determined based on the relative Desired Acquisition Amount of each such Accepting Lender. (B) Promptly following the Acquisition Deadline, the Agent shall give to the Borrower and each Lender a written notice identifying the Available Amount of each Declining Lender and the portion thereof to be acquired by each Accepting Lender. Each of such acquisitions shall be completed on the date which is five Banking Days following the Acquisition Deadline, in accordance with the procedures set out in Section 11.2. (C) If the Available Amount is not completely acquired by the Accepting Lenders, the Borrower may locate New Lenders to acquire all or a portion of the balance of the rights and obligations of the Declining Lenders under the Loan Documents on the date which is 20 Banking Days following the Acquisition Deadline, in accordance with the procedures set out in Section 11.2. (D) Any outstanding Commitment of the Declining Lenders which is not acquired by Accepting Lenders or New Lenders under Sections 2.4(e)(i)(B) or 2.4(e)(i)(C) shall be repaid by the Borrower, and the Commitments of the Declining Lenders not so acquired shall be cancelled on the then applicable Maturity Date and the amount of the Credit shall thereupon be reduced by way of Advances under the Revolving Credit. The Agent, in consultation with the Swing Line Lender, shall notify the other Revolving Lenders aggregate of the Advances they are required to make based on their respective Applicable Percentages. On the day of receipt of that noticeCommitments so cancelled, each of the other Revolving Lenders shall disburse their respective Advances to the Swing Line Lender, which shall thereupon be deemed to be Prime Rate Advances and Base Rate Advances as applicable, in each case under the Revolving Credit. No Revolving Lender shall, however, be required to make an Advance under this Section 2.4(3) that would result in the total Advances made by the Lender under the Revolving Credit exceeding the Lender’s Applicable Percentage of the Revolving Creditif any. (4) If at any time the Borrowers request an Advance under the Revolving Credit (other than the Swing Line Tranche) and the Advance would result in the sum of the Advances made by the Swing Line Lender under the Revolving Credit (other than the Swing Line Tranche) plus the Advances made by the Swing Line Lender under the Swing Line Tranche exceed the Swing Line Lender’s Applicable Percentage of the Revolving Credit (other than the Swing Line Tranche), then the Borrowers shall be deemed to have directed the Agent to pay the proceeds of the requested Advance to the Swing Line Lender to repay the Swing Line Tranche to the extent of the excess, and the Agent shall do so. In addition, and notwithstanding anything to the contrary in this Agreement, (i) if an Event of Default occurs and is continuing, or (ii) if the Swing Line Lender so requires from time to time, and there are then outstanding any Advances under the Swing Line Tranche, effective on the day of notice to that effect to the other Revolving Lenders from the Swing Line Lender, the Borrowers shall be deemed to have requested, and hereby request, an Advance or Advances under the Revolving Credit sufficient to repay the Advances under the Swing Line Tranche in the currencies in which they were made, including accrued and unpaid interest in respect thereof. On the day of receipt of such notice, each of the other Revolving Lenders shall disburse to the Swing Line Lender its respective Applicable Percentage thereof, which shall thereupon be deemed to be Prime Rate Advances (to the extent that the Advances under the Swing Line Tranche were in Canadian Dollars) and Base Rate Advances (to the extent that the Advances under the Swing Line Tranche were in US Dollars), in each case under the Revolving Credit. No Revolving Lender shall, however, be required to make an Advance under this Section 2.4(4) that would result in the total Advances made by the Lender under the Revolving Credit exceeding the Lender’s Applicable Percentage of the Revolving Credit.

Term and Repayment. (1a) The Revolving Credit shall be repaid in full and cancelled on or before the Maturity Date. If no Default has occurred and is continuing, the Borrowers may request that the Maturity Date be extended by up to one year on each request in accordance with the procedures specified in this Section 2.4. (2b) The Term Credit Borrowers shall, if they wish to extend the Maturity Date of the Credit, make a request to each Lender by written notice given to the Agent not earlier than 90 days prior to the anniversary date of this Agreement and not later than 60 days prior to the anniversary date of this Agreement. Each Lender shall provide a written response to that request to the Agent within 30 days. Promptly thereafter, the Agent shall notify the Borrowers of the response of the Lenders, and shall include the names of all Declining Lenders (such notice, the “Accepting Lender Notice”). (c) If all of the Lenders agree to extend the Maturity Date, the Maturity Date shall be repaid in full and cancelled on or before extended by 365 days from the then applicable Maturity Date. (3d) Subject If the aggregate amount of the Commitments of the Accepting Lenders is less than 66 2/3% of the aggregate Commitments of all Lenders then in effect, the Maturity Date shall not be extended. (e) If the aggregate amount of the Commitments of the Accepting Lenders are equal to or greater than 66 2/3% but less than 100% of the aggregate Commitments of all Lenders, unless the Borrowers elect not to extend the Maturity Date by giving a further written notice to the terms hereofAgent to that effect within 10 days after the Agent notifies the Borrowers of the Lenders’ response, the Swing Line Maturity Date shall be extended by one year from the then applicable Maturity Date provided that the Borrowers have, before the then applicable Maturity Date, replaced or cancelled the Commitments of all Declining Lenders in the following manner: (i) The Borrowers may, at any time on or before the 10th Banking Day following the receipt of the Accepting Lender Notice, by written request to the Agent (each, an “Acquisition Request Notice”), a copy which shall be provided by the Agent to each Lender within one Banking Day of the Agent receiving same, request that the rights and obligations of the Declining Lenders be assigned in accordance with this Section 2.4 and the following shall apply: (A) Any Accepting Lender may, at its option, request that acquire all or any portion of the rights and obligations of the Declining Lenders under the Loan Documents (all of such rights and obligations being herein called the “Available Amount”) by giving written notice to the Agent (an “Acquisition Notice”) of the portion of the Available Amount which it is prepared to acquire (the “Desired Acquisition Amount”). Such Acquisition Notice shall be given within 10 days following the giving of the Acquisition Request Notice by the Borrowers to the Agent (such deadline being herein called the “Acquisition Deadline”). If only one Accepting Lender gives an Acquisition Notice to the Agent or if more than one Accepting Lender gives an Acquisition Notice to the Agent but the aggregate outstanding Advances of their Desired Acquisition Amounts is less than or equal to the Available Amount, then each such Accepting Lender shall be entitled to acquire its Desired Acquisition Amount of the rights and obligations of the Declining Lenders under the Swing Line Tranche Loan Documents. If more than one Accepting Lender gives an Acquisition Notice to the Agent and the aggregate of the Desired Acquisition Amounts is greater than the Available Amount, then each such Accepting Lender shall be entitled to acquire a pro rata share of the rights and obligations of the Declining Lenders under the Loan Documents, such pro rata share being determined based on the relative Desired Acquisition Amount of each such Accepting Lender. (B) Promptly following the Acquisition Deadline, the Agent shall give to the Borrowers and each Lender a written notice identifying the Available Amount of each Declining Lender and the portion thereof to be acquired by each Accepting Lender. Each of such acquisitions shall be completed on the date which is five Banking Days following the Acquisition Deadline, in accordance with the procedures set out in Section 11.2. (C) If the Available Amount is not completely acquired by the Accepting Lenders, the Borrowers may locate New Lenders, to acquire all or a portion of the balance of the rights and obligations of the Declining Lenders under the Loan Documents on the date which is 20 Banking Days following the Acquisition Deadline, in accordance with the procedures set out in Section 11.2. (D) Any outstanding Commitment of the Declining Lenders which is not acquired by Accepting Lenders or New Lenders under Sections 2.4(e)(i)(B) or 2.4(e)(i)(C) shall be repaid by the Borrowers, and the Commitments of the Declining Lenders not so acquired shall be cancelled on the then applicable Maturity Date and the amount of the Credit shall thereupon be reduced by way of Advances under the Revolving Credit. The Agent, in consultation with the Swing Line Lender, shall notify the other Revolving Lenders aggregate of the Advances they are required to make based on their respective Applicable Percentages. On the day of receipt of that noticeCommitments so cancelled, each of the other Revolving Lenders shall disburse their respective Advances to the Swing Line Lender, which shall thereupon be deemed to be Prime Rate Advances and Base Rate Advances as applicable, in each case under the Revolving Credit. No Revolving Lender shall, however, be required to make an Advance under this Section 2.4(3) that would result in the total Advances made by the Lender under the Revolving Credit exceeding the Lender’s Applicable Percentage of the Revolving Creditif any. (4) If at any time the Borrowers request an Advance under the Revolving Credit (other than the Swing Line Tranche) and the Advance would result in the sum of the Advances made by the Swing Line Lender under the Revolving Credit (other than the Swing Line Tranche) plus the Advances made by the Swing Line Lender under the Swing Line Tranche exceed the Swing Line Lender’s Applicable Percentage of the Revolving Credit (other than the Swing Line Tranche), then the Borrowers shall be deemed to have directed the Agent to pay the proceeds of the requested Advance to the Swing Line Lender to repay the Swing Line Tranche to the extent of the excess, and the Agent shall do so. In addition, and notwithstanding anything to the contrary in this Agreement, (i) if an Event of Default occurs and is continuing, or (ii) if the Swing Line Lender so requires from time to time, and there are then outstanding any Advances under the Swing Line Tranche, effective on the day of notice to that effect to the other Revolving Lenders from the Swing Line Lender, the Borrowers shall be deemed to have requested, and hereby request, an Advance or Advances under the Revolving Credit sufficient to repay the Advances under the Swing Line Tranche in the currencies in which they were made, including accrued and unpaid interest in respect thereof. On the day of receipt of such notice, each of the other Revolving Lenders shall disburse to the Swing Line Lender its respective Applicable Percentage thereof, which shall thereupon be deemed to be Prime Rate Advances (to the extent that the Advances under the Swing Line Tranche were in Canadian Dollars) and Base Rate Advances (to the extent that the Advances under the Swing Line Tranche were in US Dollars), in each case under the Revolving Credit. No Revolving Lender shall, however, be required to make an Advance under this Section 2.4(4) that would result in the total Advances made by the Lender under the Revolving Credit exceeding the Lender’s Applicable Percentage of the Revolving Credit.

Term and Repayment. (1a) The Revolving Credit shall be repaid in full and cancelled on or before the Maturity Date. If no Default has occurred and is continuing, the Borrower may request that the Maturity Date be extended by up to one year on each request in accordance with the procedures specified in this Section 2.4. (2b) The Term Credit Borrower shall, if it wishes to extend the Maturity Date of the Credit, make a request to each Lender by written notice given to the Agent not earlier than 90 days prior to the anniversary date of this Agreement and not later than 60 days prior to the anniversary date of this Agreement. Each Lender shall provide a written response to that request to the Agent within 30 days of such request being made. Promptly thereafter, the Agent shall notify the Borrower of the response of the Lenders, and shall include the names of all Declining Lenders (such notice, the “Accepting Lender Notice”). (c) If all of the Lenders agree to extend the Maturity Date, the Maturity Date shall be repaid in full and cancelled on or before extended by 365 days from the then applicable Maturity Date. (3d) Subject If the aggregate amount of the Commitments of the Accepting Lenders is less than 662/3% of the aggregate Commitments of all Lenders then in effect, the Maturity Date shall not be extended. (e) If the aggregate amount of the Commitments of the Accepting Lenders are equal to or greater than 662/3% but less than 100% of the aggregate Commitments of all Lenders, unless the Borrower elects not to extend the Maturity Date by giving a further written notice to the terms hereofAgent to that effect within 10 days after the Agent notifies the Borrower of the Lenders’ response, the Swing Line Maturity Date shall be extended by 365 days from the then applicable Maturity Date, provided that the Borrower has, before the then applicable Maturity Date, replaced or cancelled the Commitments of all Declining Lenders in the following manner: (i) The Borrower may, at any time on or before the 10th Banking Day following the receipt of the Accepting Lender Notice, by written request to the Agent (each, an “Acquisition Request Notice”), a copy which shall be provided by the Agent to each Lender within one Banking Day of the Agent receiving same, request that the rights and obligations of the Declining Lenders be assigned in accordance with this Section 2.4 and the following shall apply: (A) Any Accepting Lender may, at its option, request that acquire all or any portion of the rights and obligations of the Declining Lenders under the Loan Documents (all of such rights and obligations being herein called the “Available Amount”) by giving written notice to the Agent (an “Acquisition Notice”) of the portion of the Available Amount which it is prepared to acquire (the “Desired Acquisition Amount”). Such Acquisition Notice shall be given within 10 days following the giving of the Acquisition Request Notice by the Borrower to the Agent (such deadline being herein called the “Acquisition Deadline”). If only one Accepting Lender gives an Acquisition Notice to the Agent or if more than one Accepting Lender gives an Acquisition Notice to the Agent but the aggregate outstanding Advances of their Desired Acquisition Amounts is less than or equal to the Available Amount, then each such Accepting Lender shall be entitled to acquire its Desired Acquisition Amount of the rights and obligations of the Declining Lenders under the Swing Line Tranche Loan Documents. If more than one Accepting Lender gives an Acquisition Notice to the Agent and the aggregate of the Desired Acquisition Amounts is greater than the Available Amount, then each such Accepting Lender shall be entitled to acquire a pro rata share of the rights and obligations of the Declining Lenders under the Loan Documents, such pro rata share being determined based on the relative Desired Acquisition Amount of each such Accepting Lender. (B) Promptly following the Acquisition Deadline, the Agent shall give to the Borrower and each Lender a written notice identifying the Available Amount of each Declining Lender and the portion thereof to be acquired by each Accepting Lender. Each of such acquisitions shall be completed on the date which is five Banking Days following the Acquisition Deadline, in accordance with the procedures set out in Section 11.2. (C) If the Available Amount is not completely acquired by the Accepting Lenders, the Borrower may locate New Lenders to acquire all or a portion of the balance of the rights and obligations of the Declining Lenders under the Loan Documents on the date which is 20 Banking Days following the Acquisition Deadline, in accordance with the procedures set out in Section 11.2. (D) Any outstanding Commitment of the Declining Lenders which is not acquired by Accepting Lenders or New Lenders under Sections 2.4(e)(i)(B) or 2.4(e)(i)(C) shall be repaid by the Borrower, and the Commitments of the Declining Lenders not so acquired shall be cancelled on the then applicable Maturity Date and the amount of the Credit shall thereupon be reduced by way of Advances under the Revolving Credit. The Agent, in consultation with the Swing Line Lender, shall notify the other Revolving Lenders aggregate of the Advances they are required to make based on their respective Applicable Percentages. On the day of receipt of that noticeCommitments so cancelled, each of the other Revolving Lenders shall disburse their respective Advances to the Swing Line Lender, which shall thereupon be deemed to be Prime Rate Advances and Base Rate Advances as applicable, in each case under the Revolving Credit. No Revolving Lender shall, however, be required to make an Advance under this Section 2.4(3) that would result in the total Advances made by the Lender under the Revolving Credit exceeding the Lender’s Applicable Percentage of the Revolving Creditif any. (4) If at any time the Borrowers request an Advance under the Revolving Credit (other than the Swing Line Tranche) and the Advance would result in the sum of the Advances made by the Swing Line Lender under the Revolving Credit (other than the Swing Line Tranche) plus the Advances made by the Swing Line Lender under the Swing Line Tranche exceed the Swing Line Lender’s Applicable Percentage of the Revolving Credit (other than the Swing Line Tranche), then the Borrowers shall be deemed to have directed the Agent to pay the proceeds of the requested Advance to the Swing Line Lender to repay the Swing Line Tranche to the extent of the excess, and the Agent shall do so. In addition, and notwithstanding anything to the contrary in this Agreement, (i) if an Event of Default occurs and is continuing, or (ii) if the Swing Line Lender so requires from time to time, and there are then outstanding any Advances under the Swing Line Tranche, effective on the day of notice to that effect to the other Revolving Lenders from the Swing Line Lender, the Borrowers shall be deemed to have requested, and hereby request, an Advance or Advances under the Revolving Credit sufficient to repay the Advances under the Swing Line Tranche in the currencies in which they were made, including accrued and unpaid interest in respect thereof. On the day of receipt of such notice, each of the other Revolving Lenders shall disburse to the Swing Line Lender its respective Applicable Percentage thereof, which shall thereupon be deemed to be Prime Rate Advances (to the extent that the Advances under the Swing Line Tranche were in Canadian Dollars) and Base Rate Advances (to the extent that the Advances under the Swing Line Tranche were in US Dollars), in each case under the Revolving Credit. No Revolving Lender shall, however, be required to make an Advance under this Section 2.4(4) that would result in the total Advances made by the Lender under the Revolving Credit exceeding the Lender’s Applicable Percentage of the Revolving Credit.

Term and Repayment. (1) The Revolving Credit shall be repaid in full and cancelled on or before 22 February 2016. If no Default has occurred and is continuing, the Maturity DateBorrower may request that the maturity date be extended by up to one year on each request in accordance with the procedures specified in this Section 2.4. (2) The Term Credit Borrower shall, if it wishes to extend the maturity date of the Credit, make a request to each Lender by written notice given to the Agent within 30 days after delivery of its audited financial statements, beginning with its 2012 financial statements. Each Lender shall be repaid in full provide a written response to that request to the Agent within 30 days. Promptly thereafter, the Agent shall notify the Borrower of the response of the Lenders, and cancelled on or before shall include the Maturity Datenames of all Declining Lenders. (3) Subject If all of the Lenders agree to extend the terms hereofmaturity date of the Credit, the Swing Line Lender may, at its option, request that maturity date shall be extended by one year from the aggregate outstanding Advances under the Swing Line Tranche be reduced by way of Advances under the Revolving Credit. The Agent, in consultation with the Swing Line Lender, shall notify the other Revolving Lenders then applicable maturity date of the Advances they are required to make based on their respective Applicable Percentages. On the day of receipt of that notice, each of the other Revolving Lenders shall disburse their respective Advances to the Swing Line Lender, which shall thereupon be deemed to be Prime Rate Advances and Base Rate Advances as applicable, in each case under the Revolving Credit. No Revolving Lender shall, however, be required to make an Advance under this Section 2.4(3) that would result in the total Advances made by the Lender under the Revolving Credit exceeding the Lender’s Applicable Percentage of the Revolving Credit. (4) If at any time the Borrowers request an Advance under aggregate amount of the Revolving Commitments of all Accepting Lenders is less than or equal to two-thirds of the aggregate Commitments of all Lenders then in effect, the maturity date shall not be extended. (5) If the aggregate amount of the Commitments of the Accepting Lenders exceeds two-thirds of the aggregate Commitments of all Lenders then in effect, unless the Borrower elects not to extend the maturity date of the Credit (other than by giving a further written notice to the Swing Line Tranche) and Agent to that effect within 30 days after the Advance would result Agent notifies the Borrower of the Lenders’ response, the maturity date shall be extended by one year from the then applicable maturity date provided that the Borrower has, before the then applicable maturity date, replaced or cancelled the Commitments of all Declining Lenders in the sum following manner: (a) the Borrower may negotiate an agreement with one or more of the Advances made Accepting Lenders or one or more New Lenders to assume the Commitments of the Declining Lenders on payment to the Declining Lenders of all amounts owed to the Declining Lenders under or in connection with the Credit, and in that event an assignment by the Swing Line Lender under Declining Lenders to the Revolving Credit (other than Accepting Lenders or the Swing Line Tranche) plus the Advances made by the Swing Line Lender under the Swing Line Tranche exceed the Swing Line Lender’s Applicable Percentage of the Revolving Credit (other than the Swing Line Tranche), then the Borrowers New Lenders shall be deemed to have directed occurred in accordance with the terms of the form of Assignment and Assumption and the Borrower shall pay the Agent to pay the proceeds of assignment fee specified in Section 10.2(1)(f) unless waived by the requested Advance to the Swing Line Lender to repay the Swing Line Tranche Agent; and (b) to the extent the Commitments of the excess, Declining Lenders have not been fully assumed by the Accepting Lenders and the Agent New Lenders pursuant to Section 2.4(5)(a), the Borrower shall do so. In addition, cancel the Commitments of the Declining Lenders and notwithstanding anything pay to the contrary Declining Lenders on the latest maturity date of the Credit to which the Declining Lenders have previously agreed, all amounts owed to the Declining Lenders under or in connection with the Credit, without penalty but subject to payment of any costs and expenses payable to the Declining Lenders pursuant to this Agreement. (6) Without limiting the terms on which any extension may be granted, (i) if an Event of Default occurs and is continuing, or (ii) if extensions will be subject to any Permits required by the Swing Line Lender so requires from time to time, and there are then outstanding any Advances under Obligors in connection with the Swing Line Tranche, effective on the day of notice to that effect to the other Revolving Lenders from the Swing Line Lender, the Borrowers shall be deemed to have requested, and hereby request, an Advance or Advances under the Revolving Credit sufficient to repay the Advances under the Swing Line Tranche in the currencies in which they were made, including accrued and unpaid interest in respect thereof. On the day of receipt of such notice, each extension of the other Revolving Lenders shall disburse to the Swing Line Lender its respective Applicable Percentage thereof, which shall thereupon be deemed to be Prime Rate Advances (to the extent that the Advances under the Swing Line Tranche were in Canadian Dollars) and Base Rate Advances (to the extent that the Advances under the Swing Line Tranche were in US Dollars), in each case under the Revolving Credit. No Revolving Lender shall, however, be required to make an Advance under this Section 2.4(4) that would result in the total Advances made by the Lender under the Revolving Credit exceeding the Lender’s Applicable Percentage term of the Revolving CreditCredit or their guarantees being obtained.

Term and Repayment. (1) The Revolving Credit shall be repaid in full and cancelled on or before 22 February 2016. If no Default has occurred and is continuing, the Maturity DateBorrower may request that the maturity date be extended by up to one year on each request in accordance with the procedures specified in this Section 2.4. (2) The Term Credit Borrower shall, if it wishes to extend the maturity date of the Credit, make a request to each Lender by written notice given to the Agent within 30 days after delivery of IMG’s audited financial statements and the Borrower’s annual financial statements, beginning with the 2012 financial statements. Each Lender shall be repaid in full provide a written response to that request to the Agent within 30 days. Promptly thereafter, the Agent shall notify the Borrower of the response of the Lenders, and cancelled on or before shall include the Maturity Datenames of all Declining Lenders. (3) Subject If all of the Lenders agree to extend the terms hereofmaturity date of the Credit, the Swing Line Lender may, at its option, request that maturity date shall be extended by one year from the aggregate outstanding Advances under the Swing Line Tranche be reduced by way of Advances under the Revolving Credit. The Agent, in consultation with the Swing Line Lender, shall notify the other Revolving Lenders then applicable maturity date of the Advances they are required to make based on their respective Applicable Percentages. On the day of receipt of that notice, each of the other Revolving Lenders shall disburse their respective Advances to the Swing Line Lender, which shall thereupon be deemed to be Prime Rate Advances and Base Rate Advances as applicable, in each case under the Revolving Credit. No Revolving Lender shall, however, be required to make an Advance under this Section 2.4(3) that would result in the total Advances made by the Lender under the Revolving Credit exceeding the Lender’s Applicable Percentage of the Revolving Credit. (4) If at any time the Borrowers request an Advance under aggregate amount of the Revolving Commitments of all Accepting Lenders is less than or equal to two-thirds of the aggregate Commitments of all Lenders then in effect, the maturity date shall not be extended. (5) If the aggregate amount of the Commitments of the Accepting Lenders exceeds two-thirds of the aggregate Commitments of all Lenders then in effect, unless the Borrower elects not to extend the maturity date of the Credit (other than by giving a further written notice to the Swing Line Tranche) and Agent to that effect within 30 days after the Advance would result Agent notifies the Borrower of the Lenders’ response, the maturity date shall be extended by one year from the then applicable maturity date provided that the Borrower has, before the then applicable maturity date, replaced or cancelled the Commitments of all Declining Lenders in the sum following manner: (a) the Borrower may negotiate an agreement with one or more of the Advances made Accepting Lenders or one or more New Lenders to assume the Commitments of the Declining Lenders on payment to the Declining Lenders of all amounts owed to the Declining Lenders under or in connection with the Credit, and in that event an assignment by the Swing Line Lender under Declining Lenders to the Revolving Credit (other than Accepting Lenders or the Swing Line Tranche) plus the Advances made by the Swing Line Lender under the Swing Line Tranche exceed the Swing Line Lender’s Applicable Percentage of the Revolving Credit (other than the Swing Line Tranche), then the Borrowers New Lenders shall be deemed to have directed occurred in accordance with the terms of the form of Assignment and Assumption and the Borrower shall pay the Agent to pay the proceeds of assignment fee specified in Section 10.2(1)(f) unless waived by the requested Advance to the Swing Line Lender to repay the Swing Line Tranche Agent; and (b) to the extent the Commitments of the excess, Declining Lenders have not been fully assumed by the Accepting Lenders and the Agent New Lenders pursuant to Section 2.4(5)(a), the Borrower shall do so. In addition, cancel the Commitments of the Declining Lenders and notwithstanding anything pay to the contrary Declining Lenders on the latest maturity date of the Credit to which the Declining Lenders have previously agreed, all amounts owed to the Declining Lenders under or in connection with the Credit, without penalty but subject to payment of any costs and expenses payable to the Declining Lenders pursuant to this Agreement. (6) Without limiting the terms on which any extension may be granted, (i) if an Event extensions will be subject to any Permits required by the Obligors or by guarantors of Default occurs and is continuing, or (ii) if the Swing Line Lender so requires from time to time, and there are then outstanding any Advances “Other Secured Obligations” under the Swing Line Tranche, effective on IMG Credit Agreement in connection with the day of notice to that effect to the other Revolving Lenders from the Swing Line Lender, the Borrowers shall be deemed to have requested, and hereby request, an Advance or Advances under the Revolving Credit sufficient to repay the Advances under the Swing Line Tranche in the currencies in which they were made, including accrued and unpaid interest in respect thereof. On the day of receipt of such notice, each extension of the other Revolving Lenders shall disburse to the Swing Line Lender its respective Applicable Percentage thereof, which shall thereupon be deemed to be Prime Rate Advances (to the extent that the Advances under the Swing Line Tranche were in Canadian Dollars) and Base Rate Advances (to the extent that the Advances under the Swing Line Tranche were in US Dollars), in each case under the Revolving Credit. No Revolving Lender shall, however, be required to make an Advance under this Section 2.4(4) that would result in the total Advances made by the Lender under the Revolving Credit exceeding the Lender’s Applicable Percentage term of the Revolving CreditCredit or their guarantees being obtained.

Term and Repayment. (1a) The Revolving Credit shall be repaid in full and cancelled on or before the Maturity Date. If no Default has occurred and is continuing, the Borrower may request that the Maturity Date be extended on each request in accordance with the procedures specified in this Section 2.4. (2b) The Term Credit Borrower shall, if it wishes to extend the Maturity Date of the Credit, make a request to each Lender by written notice given to the Agent not more than once per calendar year. Each Lender shall provide a written response to that request to the Agent within 30 days of such request being made. Promptly thereafter, the Agent shall notify the Borrower of the response of the Lenders, and shall include the names of all Declining Lenders (such notice, the “Accepting Lender Notice”). (c) If all of the Lenders agree to extend the Maturity Date, the Maturity Date shall be repaid extended to a date which is no more than four years after the date of the Accepting Lender Notice. (d) If the aggregate amount of the Commitments of the Accepting Lenders is less than 66⅔% of the aggregate Commitments of all Lenders then in full and effect, the Maturity Date shall not be extended. (e) If the aggregate amount of the Commitments of the Accepting Lenders are equal to or greater than 66⅔% but less than 100% of the aggregate Commitments of all Lenders, unless the Borrower elects not to extend the Maturity Date by giving a further written notice to the Agent to that effect within 10 days after the Agent notifies the Borrower of the Lenders’ response, the Maturity Date shall be extended by 365 days from the then applicable Maturity Date, provided that the Borrower has, before the then applicable Maturity Date, replaced or cancelled the Commitments of all Declining Lenders in the following manner: (i) The Borrower may, at any time on or before the Maturity Date.10th Banking Day following the receipt of the Accepting Lender Notice, by written request to the Agent (each, an “Acquisition Request Notice”), a copy which shall be provided by the Agent to each Lender within one Banking Day of the Agent receiving same, request that the rights and obligations of the Declining Lenders be assigned in accordance with this Section 2.4 and the following shall apply: (3A) Subject to the terms hereof, the Swing Line Any Accepting Lender may, at its option, request that acquire all or any portion of the rights and obligations of the Declining Lenders under the Loan Documents (all of such rights and obligations being herein called the “Available Amount”) by giving written notice to the Agent (an “Acquisition Notice”) of the portion of the Available Amount which it is prepared to acquire (the “Desired Acquisition Amount”). Such Acquisition Notice shall be given within 10 days following the giving of the Acquisition Request Notice by the Borrower to the Agent (such deadline being herein called the “Acquisition Deadline”). If only one Accepting Lender gives an Acquisition Notice to the Agent or if more than one Accepting Lender gives an Acquisition Notice to the Agent but the aggregate outstanding Advances of their Desired Acquisition Amounts is less than or equal to the Available Amount, then each such Accepting Lender shall be entitled to acquire its Desired Acquisition Amount of the rights and obligations of the Declining Lenders under the Swing Line Tranche Loan Documents. If more than one Accepting Lender gives an Acquisition Notice to the Agent and the aggregate of the Desired Acquisition Amounts is greater than the Available Amount, then each such Accepting Lender shall be entitled to acquire a pro rata share of the rights and obligations of the Declining Lenders under the Loan Documents, such pro rata share being determined based on the relative Desired Acquisition Amount of each such Accepting Lender. (B) Promptly following the Acquisition Deadline, the Agent shall give to the Borrower and each Lender a written notice identifying the Available Amount of each Declining Lender and the portion thereof to be acquired by each Accepting Lender. Each of such acquisitions shall be completed on the date which is five Banking Days following the Acquisition Deadline, in accordance with the procedures set out in Section 11.2. (C) If the Available Amount is not completely acquired by the Accepting Lenders, the Borrower may locate New Lenders to acquire all or a portion of the balance of the rights and obligations of the Declining Lenders under the Loan Documents on the date which is 20 Banking Days following the Acquisition Deadline, in accordance with the procedures set out in Section 11.2. (D) Any outstanding Commitment of the Declining Lenders which is not acquired by Accepting Lenders or New Lenders under Sections 2.4(e)(i)(B) or 2.4(e)(i)(C) shall be repaid by the Borrower, and the Commitments of the Declining Lenders not so acquired shall be cancelled on the then applicable Maturity Date and the amount of the Credit shall thereupon be reduced by way of Advances under the Revolving Credit. The Agent, in consultation with the Swing Line Lender, shall notify the other Revolving Lenders aggregate of the Advances they are required to make based on their respective Applicable Percentages. On the day of receipt of that noticeCommitments so cancelled, each of the other Revolving Lenders shall disburse their respective Advances to the Swing Line Lender, which shall thereupon be deemed to be Prime Rate Advances and Base Rate Advances as applicable, in each case under the Revolving Credit. No Revolving Lender shall, however, be required to make an Advance under this Section 2.4(3) that would result in the total Advances made by the Lender under the Revolving Credit exceeding the Lender’s Applicable Percentage of the Revolving Creditif any. (4) If at any time the Borrowers request an Advance under the Revolving Credit (other than the Swing Line Tranche) and the Advance would result in the sum of the Advances made by the Swing Line Lender under the Revolving Credit (other than the Swing Line Tranche) plus the Advances made by the Swing Line Lender under the Swing Line Tranche exceed the Swing Line Lender’s Applicable Percentage of the Revolving Credit (other than the Swing Line Tranche), then the Borrowers shall be deemed to have directed the Agent to pay the proceeds of the requested Advance to the Swing Line Lender to repay the Swing Line Tranche to the extent of the excess, and the Agent shall do so. In addition, and notwithstanding anything to the contrary in this Agreement, (i) if an Event of Default occurs and is continuing, or (ii) if the Swing Line Lender so requires from time to time, and there are then outstanding any Advances under the Swing Line Tranche, effective on the day of notice to that effect to the other Revolving Lenders from the Swing Line Lender, the Borrowers shall be deemed to have requested, and hereby request, an Advance or Advances under the Revolving Credit sufficient to repay the Advances under the Swing Line Tranche in the currencies in which they were made, including accrued and unpaid interest in respect thereof. On the day of receipt of such notice, each of the other Revolving Lenders shall disburse to the Swing Line Lender its respective Applicable Percentage thereof, which shall thereupon be deemed to be Prime Rate Advances (to the extent that the Advances under the Swing Line Tranche were in Canadian Dollars) and Base Rate Advances (to the extent that the Advances under the Swing Line Tranche were in US Dollars), in each case under the Revolving Credit. No Revolving Lender shall, however, be required to make an Advance under this Section 2.4(4) that would result in the total Advances made by the Lender under the Revolving Credit exceeding the Lender’s Applicable Percentage of the Revolving Credit.

Term and Repayment. (1) The Revolving Credit shall be repaid in full and cancelled on or before 15 April 2013. If no Default has occurred and is continuing, the Maturity Date. (2) The Term Borrower may request that the maturity date be extended by up to three periods of one year each in accordance with the procedures specified in this Section 2.4. Such requests may only be made in 2008, 2009 and/or 2010 so that, in any event, the Credit shall be repaid in full and cancelled on or before 15 April 2016. (2) The Borrower shall immediately lodge with the Maturity DateAgent Cash Collateral in an amount equal to the lesser of the maximum principal amount of the Credit and the net proceeds of dispositions of the Property referred to in items (a) and (b) of SCHEDULE L (which Cash Collateral shall form part of the Security), unless the Required Lenders reasonably require otherwise. Any such Cash Collateral shall only be released in the discretion of all Lenders, acting reasonably. (3) Subject The Borrower shall, if it wishes to extend the maturity date of the Credit, make a request to each Lender by written notice given to the terms hereofAgent during December in 2008, 2009 and/or 2010. Each Lender shall provide a written response to that request to the Agent on or before the following 31 January. Any Lender that does not respond by that date shall be deemed to have declined to grant any extension (and shall have no liability for failing to respond). Promptly thereafter, the Swing Line Lender may, at its option, request that the aggregate outstanding Advances under the Swing Line Tranche be reduced by way of Advances under the Revolving Credit. The Agent, in consultation with the Swing Line Lender, Agent shall notify the other Revolving Lenders Borrower of the Advances they are required to make based on their respective Applicable Percentages. On the day of receipt of that notice, each response of the other Revolving Lenders shall disburse their respective Advances to the Swing Line LenderLenders, which notice shall thereupon be include the names of all Lenders who declined or are deemed to be Prime Rate Advances and Base Rate Advances as applicable, in each case under have declined to grant such extension (the Revolving Credit. No Revolving Lender shall, however, be required to make an Advance under this Section 2.4(3) that would result in the total Advances made by the Lender under the Revolving Credit exceeding the Lender’s Applicable Percentage of the Revolving Credit“Declining Lenders”). (4) If at any time all of the Borrowers request an Advance under Lenders agree to extend the Revolving maturity date of the Credit, the maturity date shall be extended by one year from the then applicable maturity date of the Credit. (5) If the aggregate amount of the Commitments of all Lenders who agree to extend the maturity date of the Credit (the “Accepting Lenders”) is less than or equal to two-thirds of the aggregate Commitments of all Lenders then in effect, the maturity date shall not be extended. (6) If the aggregate amount of the Commitments of the Accepting Lenders exceeds two-thirds of the aggregate Commitments of all Lenders then in effect, unless the Borrower elects not to extend the maturity date of the Credit by giving a further written notice to the Agent to that effect on or before 28 February in the year after its original request to the Agent under Section 2.4(3), the maturity date shall be extended by one year from the then applicable maturity date provided that the Borrower has, before the then applicable maturity date, replaced or cancelled the Commitments of all Declining Lenders in the following manner: (a) the Borrower may negotiate an agreement with: (i) one or more of the Accepting Lenders, or (ii) one or more other than financial institutions (the Swing Line Tranche“New Lenders”) which have been identified by the Borrower (with the assistance of the Agent, if requested, which shall be provided without any additional fee to the Borrower) and which are acceptable to the Advance would result in Accepting Lenders, acting reasonably, to assume the sum Commitments of the Advances made Declining Lenders on payment to the Declining Lenders of all amounts owed to the Declining Lenders under or in connection with the Credit, and in that event an assignment by the Swing Line Lender under Declining Lenders to the Revolving Credit (other than Accepting Lenders or the Swing Line Tranche) plus the Advances made by the Swing Line Lender under the Swing Line Tranche exceed the Swing Line Lender’s Applicable Percentage of the Revolving Credit (other than the Swing Line Tranche), then the Borrowers New Lenders shall be deemed to have directed occurred in accordance with the terms of the form of Assignment and Assumption and the Borrower shall pay the Agent to pay the proceeds of assignment fee specified in Section 10.2(1)(f) unless waived by the requested Advance to the Swing Line Lender to repay the Swing Line Tranche Agent; and (b) to the extent the Commitments of the excess, Declining Lenders have not been fully assumed by the Accepting Lenders and the Agent New Lenders pursuant to Section 2.4(6)(a), the Borrower shall do so. In addition, cancel the Commitments of the Declining Lenders and notwithstanding anything pay to the contrary Declining Lenders on the latest maturity date of the Credit to which the Declining Lenders have previously agreed, all amounts owed to the Declining Lenders under or in connection with the Credit, without penalty but subject to payment of any costs and expenses payable to the Declining Lenders pursuant to this Agreement, (i) if an Event of Default occurs and is continuing, or (ii) if the Swing Line Lender so requires from time to time, and there are then outstanding any Advances under the Swing Line Tranche, effective on the day of notice to that effect to the other Revolving Lenders from the Swing Line Lender, the Borrowers shall be deemed to have requested, and hereby request, an Advance or Advances under the Revolving Credit sufficient to repay the Advances under the Swing Line Tranche in the currencies in which they were made, including accrued and unpaid interest in respect thereof. On the day of receipt of such notice, each of the other Revolving Lenders shall disburse to the Swing Line Lender its respective Applicable Percentage thereof, which shall thereupon be deemed to be Prime Rate Advances (to the extent that the Advances under the Swing Line Tranche were in Canadian Dollars) and Base Rate Advances (to the extent that the Advances under the Swing Line Tranche were in US Dollars), in each case under the Revolving Credit. No Revolving Lender shall, however, be required to make an Advance under this Section 2.4(4) that would result in the total Advances made by the Lender under the Revolving Credit exceeding the Lender’s Applicable Percentage of the Revolving Credit.

Term and Repayment. (1) The Revolving Operating Credit shall be repaid in full and cancelled on or before the Maturity Date. (2) The Term Credit shall be repaid in full 30 June 2004. If no Event of Default or Pending Event of Default has occurred and cancelled on or before the Maturity Date. (3) Subject to the terms hereofis continuing, the Swing Line Lender may, at its option, Borrower may request that the aggregate outstanding Advances under maturity date of the Swing Line Tranche Operating Credit be reduced extended by way of Advances under the Revolving Credit. The Agent, successive one year periods in consultation accordance with the Swing Line Lenderfollowing procedures: 2.4.1 The Borrower shall, shall notify if it wishes to extend the other Revolving Lenders of the Advances they are required maturity date, make such request to make based on their respective Applicable Percentages. On the day of receipt of that notice, each of the other Revolving Lenders shall disburse their respective Advances Operating Credit Lender by written notice given to the Swing Line Lender, which shall thereupon be deemed to be Prime Rate Advances and Base Rate Advances as applicable, Agent not earlier than 1 April nor later than 30 April in each case under year. Each Operating Credit Lender shall provide a written response to such request to the Revolving CreditAgent within 30 days after receiving the request. No Revolving If any Operating Credit Lender shallfails to respond, however, be required to make an Advance under this Section 2.4(3) that would result in the total Advances made by the Lender under the Revolving Credit exceeding the Lender’s Applicable Percentage of the Revolving Credit. (4) If at any time the Borrowers request an Advance under the Revolving Credit (other than the Swing Line Tranche) and the Advance would result in the sum of the Advances made by the Swing Line Lender under the Revolving Credit (other than the Swing Line Tranche) plus the Advances made by the Swing Line Lender under the Swing Line Tranche exceed the Swing Line Lender’s Applicable Percentage of the Revolving Credit (other than the Swing Line Tranche), then the Borrowers it shall be deemed to have directed declined to grant any extension (and shall have no liability for failing to respond). Promptly thereafter, the Agent will notify the Borrower of the response of the Operating Credit Lenders, which notice shall include the names of all Operating Credit Lenders who declined or were deemed to have declined to grant such extension (the "DECLINING LENDERS"). 2.4.2 If all of the Lenders agree to extend the maturity date, the Conversion Date shall be extended by one year from the then applicable maturity date. 2.4.3 If the aggregate amount of the Commitments in respect of the Operating Credit of all Lenders who agree to extend the maturity date (the "ACCEPTING LENDERS") is less than or equal to two-thirds of the aggregate Commitments in respect of the Operating Credit of all Lenders then in effect, the maturity date shall not be extended. 2.4.4 If the aggregate amount of the Commitments of the Accepting Lenders exceeds two-thirds of the aggregate Commitments of all Lenders in respect of the Operating Credit then in effect, unless the Borrower elects not to extend the maturity date by giving a further written notice to the Agent to pay that effect before the proceeds then applicable maturity date, the maturity date shall be extended by one year from the then applicable maturity date provided that the Borrower has, before the then applicable maturity date, replaced or cancelled the Commitments in respect of the requested Advance to Operating Credit of all Declining Lenders in the Swing Line Lender to repay following manner: (a) the Swing Line Tranche to the extent of the excess, and the Agent shall do so. In addition, and notwithstanding anything to the contrary in this Agreement, Operating Borrower may negotiate an agreement with: (i) if an Event one or more of Default occurs and is continuingthe Accepting Lenders, or or (ii) one or more other financial institutions ("NEW LENDERS") which have been identified by the Borrower (with the assistance of the Agent, if requested) and which are acceptable to the Swing Line Lender so requires from time Accepting Lenders, acting reasonably, to timeassume the Commitments of the Declining Lenders upon payment to the Declining Lenders of all amounts owed to the Declining Lenders under or in connection with the Operating Credit, and there are then outstanding any Advances under in that event an assignment by the Swing Line Tranche, effective on the day of notice to that effect Declining Lenders to the other Revolving Accepting Lenders from or the Swing Line Lender, the Borrowers shall New Lenders will be deemed to have requested, and hereby request, an Advance or Advances under occurred in accordance with the Revolving Credit sufficient to repay the Advances under the Swing Line Tranche in the currencies in which they were made, including accrued and unpaid interest in respect thereof. On the day of receipt of such notice, each terms of the other Revolving Lenders shall disburse to the Swing Line Lender its respective Applicable Percentage thereof, which shall thereupon be deemed to be Prime Rate Advances form of Assignment Agreement; and (b) to the extent that the Advances under Commitments of the Swing Line Tranche were in Canadian DollarsDeclining Lenders have not been fully assumed by the Accepting Lenders and the New Lenders pursuant to paragraph (a) above, the Borrower shall cancel the Commitments of the Declining Lenders and Base Rate Advances (pay to the extent that Declining Lenders on the Advances latest maturity date to which the Declining Lenders have previously agreed, all amounts owed to the Declining Lenders under or in connection with the Swing Line Tranche were in US Dollars)Operating Credit, in each case under without penalty but subject to payment of any losses, costs and expenses payable to the Revolving Credit. No Revolving Lender shall, however, be required Declining Lenders pursuant to make an Advance under this Section 2.4(4) that would result in the total Advances made by the Lender under the Revolving Credit exceeding the Lender’s Applicable Percentage of the Revolving CreditAgreement.

Term and Repayment. (1) The Revolving Credit 2.5.1 Unless due and payable sooner in accordance with this Agreement, all Loan Obligations shall be repaid due and payable on January 10, 2013, unless this Agreement is extended, upon the irrevocable request of the Borrower (which request may be made at its option), with the consent of the Majority Lenders, in full their sole discretion, for additional one year terms in accordance with this Section 2.5. 2.5.2 Each request for an extension of this Agreement must be made by the Borrower (if it wishes to exercise its option to make such request) providing the Agent with irrevocable written notice of such request at least 60, but not more than 90, days before the applicable anniversary date of the Closing Date. If the Majority Lenders consent to a request for any such extension in accordance with this Section 2.5, the Maturity Date shall be extended by one year and, unless due and payable sooner in accordance with this Agreement, all Loan Obligations shall be due and payable on the Maturity Date, as so extended, and all Commitments shall be cancelled at such extended time. 2.5.3 Upon receipt by the Agent of any such request by the Borrower for an extension of this Agreement, the Agent shall provide prompt written notice of such request to each Lender. Each Lender’s determination of whether or not it consents to such extension shall be made in such Lender’s sole discretion. If a Lender has not provided the Agent with written notice of whether or not such Lender consents to such requested extension 30 days after written notice of such request has been provided by the Agent to such Lender, such Lender shall be irrevocably deemed to have not consented to such extension. 2.5.4 If the Majority Lenders consent to any extension requested by the Borrower pursuant to this Section 2.5, but any Lender does not so consent, that dissenting Lender (if it is still a Lender at the relevant time) shall not be entitled to vote on any extensions subsequently requested by the Borrower pursuant to this Section 2.5 (and the denominator in the definition of Majority Lender shall, for such purpose, be reduced by such Lender’s Commitment). 2.5.5 If the Majority Lenders consent to any requested extension of this Agreement pursuant to this Section 2.5, but any Lender does not so consent, the Borrower may require that: 2.5.5.1 any such dissenting Lender assign its Commitment in accordance with Section 18.2; 2.5.5.2 the Commitment of any such dissenting Lender be permitted to terminate at the end of the then current term of this Agreement (with the maximum amount of the Credit Facility reducing by the amount of such Lender’s Commitment at that time); or 2.5.5.3 such dissenting Lender’s Commitments immediately terminate. 2.5.6 In the case of subsection 2.5.5.3, the Borrower shall immediately repay such Lender its pro rata share of all outstanding Advances, together with all other amounts owing by the Borrower to that Lender under Section 7.1, and upon receipt by such Lender of such amount such Lender’s Commitment shall be cancelled (and the maximum amount of the Credit Facility shall be reduced by the amount of such Lender’s Commitment at that time). 2.5.7 Any assigning Lender (in the case of subsection 2.5.5.1) or any Lender whose Commitments terminate before the Maturity Date. Date (2in the case of subsection 2.5.5.3) The Term Credit shall be repaid shall, upon such assignment or termination, if such assigning Lender, or its applicable Affiliate, is a party to a Derivative Instrument with an Obligor, either (i) terminate each guarantee provided by any Obligor in full and cancelled on or before the Maturity Date. (3) Subject to the terms hereof, the Swing Line Lender may, at its option, request that the aggregate outstanding Advances under the Swing Line Tranche be reduced by way of Advances under the Revolving Credit. The Agentconnection therewith, in consultation with the Swing Line Lenderwhich case, such assigning Lenders or its applicable Affiliate shall notify the other Revolving Lenders of the Advances they are required to make based on their respective Applicable Percentages. On the day of receipt of that notice, each of the other Revolving Lenders shall disburse their respective Advances to the Swing Line Lender, which shall thereupon be deemed to be Prime Rate Advances and Base Rate Advances as applicable, in each case under the Revolving Credit. No Revolving Lender shall, however, be required to make an Advance under this Section 2.4(3) that would result in the total Advances made by the Lender under the Revolving Credit exceeding the Lender’s Applicable Percentage of the Revolving Credit. (4) If at any time the Borrowers request an Advance under the Revolving Credit (other than the Swing Line Tranche) and the Advance would result in the sum of the Advances made by the Swing Line Lender under the Revolving Credit (other than the Swing Line Tranche) plus the Advances made by the Swing Line Lender under the Swing Line Tranche exceed the Swing Line Lender’s Applicable Percentage of the Revolving Credit (other than the Swing Line Tranche), then the Borrowers shall be deemed to have directed the Agent to pay the proceeds of the requested Advance to the Swing Line Lender to repay the Swing Line Tranche to the extent of the excess, and the Agent shall do so. In addition, and notwithstanding anything to the contrary in this Agreement, (i) if an Event of Default occurs and is continuing, Other Derivative Counterparty or (ii) if assign, at a price determined in a reasonable manner from market quotations in accordance with customary market practices, all Derivative Instruments it or they hold with each Obligor to the Swing Line applicable Eligible Assignee or to another Lender so requires from time or its Affiliate or to timean Other Derivative Counterparty, and there are then outstanding if, upon such assignment, any Advances under the Swing Line Trancheguarantee provided by any Obligor in connection therewith would not constitute Permitted Debt, effective on the day of notice to that effect to the other Revolving Lenders from the Swing Line Lender, the Borrowers shall be deemed to have requested, and hereby request, an Advance or Advances under the Revolving Credit sufficient to repay the Advances under the Swing Line Tranche in the currencies in which they were made, including accrued and unpaid interest in respect thereof. On the day of receipt of such notice, each of the other Revolving Lenders shall disburse to the Swing Line Lender its respective Applicable Percentage thereof, which shall thereupon be deemed to be Prime Rate Advances (to the extent that the Advances under the Swing Line Tranche were in Canadian Dollars) and Base Rate Advances (to the extent that the Advances under the Swing Line Tranche were in US Dollars), in each case under the Revolving Credit. No Revolving assigning Lender shall, howeveror shall cause its Affiliate to, terminate such guarantee. 2.5.8 If the Majority Lenders do not consent to any extension requested by the Borrower pursuant to the foregoing procedures, all Loan Obligations shall, unless due and payable sooner in accordance with this Agreement, be required to make an Advance under this Section 2.4(4) that would result due and payable on the Maturity Date then in the total Advances made by the Lender under the Revolving Credit exceeding the Lender’s Applicable Percentage of the Revolving Crediteffect and all remaining Commitments shall be cancelled at such time.

Term and Repayment. (1) The Revolving Credit shall be repaid in full and cancelled on or before 24 March 2013. If no Default has occurred and is continuing, the Maturity DateBorrower may request that the maturity date be extended by up to one year on each request in accordance with the procedures specified in this Section 2.4. (2) The Term Borrower shall immediately lodge with the Agent Cash Collateral in an amount equal to the lesser of the maximum principal amount of the Credit and the net proceeds of disposition of the Property referred to in item (a) of SCHEDULE J (which Cash Collateral shall be repaid held as security for the Obligations and the Other Secured Obligations), unless the Required Lenders reasonably require otherwise. Any such Cash Collateral shall only be released in full and cancelled on or before the Maturity Datediscretion of all Lenders, acting reasonably. (3) Subject The Borrower shall, if it wishes to extend the maturity date of the Credit, make a request to each Lender by written notice given to the terms hereofAgent within 30 days after delivery of its audited financial statements, beginning with its 2010 financial statements. Each Lender shall provide a written response to that request to the Agent within 30 days. Promptly thereafter, the Swing Line Lender may, at its option, request that the aggregate outstanding Advances under the Swing Line Tranche be reduced by way of Advances under the Revolving Credit. The Agent, in consultation with the Swing Line Lender, Agent shall notify the other Revolving Lenders Borrower of the Advances they are required to make based on their respective Applicable Percentages. On the day of receipt of that notice, each response of the other Revolving Lenders Lenders, and shall disburse their respective Advances to include the Swing Line Lender, which shall thereupon be deemed to be Prime Rate Advances and Base Rate Advances as applicable, in each case under the Revolving Credit. No Revolving Lender shall, however, be required to make an Advance under this Section 2.4(3) that would result in the total Advances made by the Lender under the Revolving Credit exceeding the Lender’s Applicable Percentage names of the Revolving Creditall Declining Lenders. (4) If at any time all of the Borrowers request an Advance under Lenders agree to extend the Revolving maturity date of the Credit, the maturity date shall be extended by one year from the then applicable maturity date of the Credit. (5) If the aggregate amount of the Commitments of all Accepting Lenders is less than or equal to two-thirds of the aggregate Commitments of all Lenders then in effect, the maturity date shall not be extended. (6) If the aggregate amount of the Commitments of the Accepting Lenders exceeds two-thirds of the aggregate Commitments of all Lenders then in effect, unless the Borrower elects not to extend the maturity date of the Credit (other than by giving a further written notice to the Swing Line Tranche) and Agent to that effect within 30 days after the Advance would result Agent notifies the Borrower of the Lenders’ response, the maturity date shall be extended by one year from the then applicable maturity date provided that the Borrower has, before the then applicable maturity date, replaced or cancelled the Commitments of all Declining Lenders in the sum following manner: (a) the Borrower may negotiate an agreement with one or more of the Advances made Accepting Lenders or one or more New Lenders to assume the Commitments of the Declining Lenders on payment to the Declining Lenders of all amounts owed to the Declining Lenders under or in connection with the Credit, and in that event an assignment by the Swing Line Lender under Declining Lenders to the Revolving Credit (other than Accepting Lenders or the Swing Line Tranche) plus the Advances made by the Swing Line Lender under the Swing Line Tranche exceed the Swing Line Lender’s Applicable Percentage of the Revolving Credit (other than the Swing Line Tranche), then the Borrowers New Lenders shall be deemed to have directed occurred in accordance with the terms of the form of Assignment and Assumption and the Borrower shall pay the Agent to pay the proceeds of assignment fee specified in Section 10.2(1)(f) unless waived by the requested Advance to the Swing Line Lender to repay the Swing Line Tranche Agent; and (b) to the extent the Commitments of the excess, Declining Lenders have not been fully assumed by the Accepting Lenders and the Agent New Lenders pursuant to Section 2.4(6)(a), the Borrower shall do so. In addition, cancel the Commitments of the Declining Lenders and notwithstanding anything pay to the contrary Declining Lenders on the latest maturity date of the Credit to which the Declining Lenders have previously agreed, all amounts owed to the Declining Lenders under or in connection with the Credit, without penalty but subject to payment of any costs and expenses payable to the Declining Lenders pursuant to this Agreement, (i) if an Event of Default occurs and is continuing, or (ii) if the Swing Line Lender so requires from time to time, and there are then outstanding any Advances under the Swing Line Tranche, effective on the day of notice to that effect to the other Revolving Lenders from the Swing Line Lender, the Borrowers shall be deemed to have requested, and hereby request, an Advance or Advances under the Revolving Credit sufficient to repay the Advances under the Swing Line Tranche in the currencies in which they were made, including accrued and unpaid interest in respect thereof. On the day of receipt of such notice, each of the other Revolving Lenders shall disburse to the Swing Line Lender its respective Applicable Percentage thereof, which shall thereupon be deemed to be Prime Rate Advances (to the extent that the Advances under the Swing Line Tranche were in Canadian Dollars) and Base Rate Advances (to the extent that the Advances under the Swing Line Tranche were in US Dollars), in each case under the Revolving Credit. No Revolving Lender shall, however, be required to make an Advance under this Section 2.4(4) that would result in the total Advances made by the Lender under the Revolving Credit exceeding the Lender’s Applicable Percentage of the Revolving Credit.