Common use of Term and Repayment Clause in Contracts

Term and Repayment. (a) The TL shall be repaid in full and cancelled on or before the TL Maturity Date. The TL shall be repaid by the Borrower to the Lenders in consecutive quarterly instalments in the amounts and on the instalement dates set forth in Schedule 3. Amounts which are repaid under the TL may not be reborrowed. (b) The RCF shall be repaid in full and cancelled on or before the RCF Maturity Date. If no Default has occurred and is continuing, the Borrower may request that the RCF Maturity Date be extended on each request in accordance with the procedures specified in this Section 2.4. (c) The Borrower shall, if it wishes to extend the RCF Maturity Date, 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"). (d) If all of the Lenders agree to extend the RCF Maturity Date, the RCF Maturity Date shall be extended by 365 days from the then applicable RCF Maturity Date. (e) If the aggregate amount of the Commitments of the Accepting Lenders under the RCF is less than 66⅔% of the aggregate RCF Commitments of all Lenders under the RCF then in effect, the RCF Maturity Date shall not be extended. (f) If the aggregate amount of the Commitments of the Accepting Lenders under the RCF are equal to or greater than 66⅔% but less than 100% of the aggregate Commitments of all Lenders under the RCF, unless the Borrower elects not to extend the RCF 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 RCF Maturity Date shall be extended by 365 days from the then applicable RCF Maturity Date, provided that the Borrower has, before the then applicable RCF Maturity Date, replaced or cancelled the RCF 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, 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 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 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(f)(i)(B) or 2.4(f)(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 RCF Maturity Date and the amount of the RCF Credit Limit shall thereupon be reduced by the aggregate of the Commitments so cancelled, if any.

Term and Repayment. (a1) The TL Revolving Credit shall be repaid in full and cancelled on or before the TL Maturity Date. The TL shall be repaid by the Borrower to the Lenders in consecutive quarterly instalments in the amounts and on the instalement dates set forth in Schedule 3. Amounts which are repaid under the TL may not be reborrowed. (b2) The RCF Term Credit shall be repaid in full and cancelled on or before the RCF Maturity Date. If no Default has occurred and is continuing, the Borrower may request that the RCF Maturity Date be extended on each request in accordance with the procedures specified in this Section 2.4. (c) The Borrower shall, if it wishes to extend the RCF Maturity Date, 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"). (d) If all of the Lenders agree to extend the RCF Maturity Date, the RCF Maturity Date shall be extended by 365 days from the then applicable RCF Maturity Date. (e3) If Subject to the aggregate amount of the Commitments of the Accepting Lenders under the RCF is less than 66⅔% of the aggregate RCF Commitments of all Lenders under the RCF then in effectterms hereof, the RCF Maturity Date shall not be extended. (f) If the aggregate amount of the Commitments of the Accepting Lenders under the RCF are equal to or greater than 66⅔% but less than 100% of the aggregate Commitments of all Lenders under the RCF, unless the Borrower elects not to extend the RCF 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 RCF Maturity Date shall be extended by 365 days from the then applicable RCF Maturity Date, provided that the Borrower has, before the then applicable RCF Maturity Date, replaced or cancelled the RCF 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 Swing Line Lender may, at its option, acquire all or any portion 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 rights and obligations Advances they are required to make based on their respective Applicable Percentages. On the day of receipt of that notice, each of the Declining 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 Loan Documents (all of such rights and obligations being herein called Revolving Credit. No Revolving Lender shall, however, be required to make an Advance under this Section 2.4(3) that would result in the "Available Amount") total Advances made by giving written notice to the Agent (an "Acquisition Notice") Lender under the Revolving Credit exceeding the Lender’s Applicable Percentage 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 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 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 LenderRevolving Credit. (B4) Promptly following If at any time the Acquisition DeadlineBorrowers 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 give do so. In addition, and notwithstanding anything to the Borrower contrary in this Agreement, (i) if an Event of Default occurs and each is continuing, or (ii) if the Swing Line Lender a written so requires from time to time, and there are then outstanding any Advances under the Swing Line Tranche, effective on the day of notice identifying to that effect to the Available Amount 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 each Declining Lender and the portion thereof to be acquired by each Accepting Lender. Each receipt of such acquisitions shall be completed on the date which is five Banking Days following the Acquisition Deadlinenotice, 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 each of the balance of other Revolving Lenders shall disburse to the rights and obligations of the Declining Lenders under the Loan Documents on the date Swing Line Lender its respective Applicable Percentage thereof, 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(f)(i)(B) or 2.4(f)(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 RCF Maturity Date and the amount of the RCF Credit Limit shall thereupon be reduced 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 aggregate Lender under the Revolving Credit exceeding the Lender’s Applicable Percentage of the Commitments so cancelled, if anyRevolving Credit.

Term and Repayment. (a) The TL Credit shall be repaid in full and cancelled on or before the TL Maturity Date. The TL shall be repaid by the Borrower to the Lenders in consecutive quarterly instalments in the amounts and on the instalement dates set forth in Schedule 3. Amounts which are repaid under the TL may not be reborrowed. (b) The RCF shall be repaid in full and cancelled on or before the RCF Maturity Date. If no Default has occurred and is continuing, the Borrower Borrowers may request that the RCF Maturity Date be extended by up to one year on each request in accordance with the procedures specified in this Section 2.4. (cb) The Borrower Borrowers shall, if it wishes they wish to extend the RCF Maturity DateDate of the Credit, make a request to each Lender by written notice given to the Agent not more earlier than once per calendar year90 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 of such request being madedays. Promptly thereafter, the Agent shall notify the Borrower Borrowers of the response of the Lenders, and shall include the names of all Declining Lenders (such notice, the "“Accepting Lender Notice"”). (dc) If all of the Lenders agree to extend the RCF Maturity Date, the RCF Maturity Date shall be extended by 365 days from the then applicable RCF Maturity Date. (d) 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 under the RCF is less than 66⅔% of the aggregate RCF Commitments of all Lenders under the RCF then in effect, the RCF Maturity Date shall not be extended. (f) If the aggregate amount of the Commitments of the Accepting Lenders under the RCF are equal to or greater than 66⅔% 662/3% but less than 100% of the aggregate Commitments of all Lenders under the RCFLenders, unless the Borrower elects Borrowers elect not to extend the RCF Maturity Date by giving a further written notice to the Agent to that effect within 10 days after the Agent notifies the Borrower Borrowers of the Lenders' ’ response, the RCF Maturity Date shall be extended by 365 days one year from the then applicable RCF Maturity Date, Date provided that the Borrower hasBorrowers have, before the then applicable RCF Maturity Date, replaced or cancelled the RCF Commitments of all Declining Lenders in the following manner: (i) The Borrower 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, 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 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 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 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 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 Borrower Borrowers may locate New Lenders 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(f)(i)(B2.4(e)(i)(B) or 2.4(f)(i)(C2.4(e)(i)(C) shall be repaid by the BorrowerBorrowers, and the Commitments of the Declining Lenders not so acquired shall be cancelled on the then applicable RCF Maturity Date and the amount of the RCF Credit Limit shall thereupon be reduced by the aggregate of the Commitments so cancelled, if any.

Term and Repayment. (a) The TL Credit shall be repaid in full and cancelled on or before the TL Maturity Date. The TL shall be repaid by the Borrower to the Lenders in consecutive quarterly instalments in the amounts and on the instalement dates set forth in Schedule 3. Amounts which are repaid under the TL may not be reborrowed. (b) The RCF shall be repaid in full and cancelled on or before the RCF Maturity Date. If no Default has occurred and is continuing, the Borrower Borrowers may request that the RCF Maturity Date be extended by up to one year on each request in accordance with the procedures specified in this Section 2.4. (cb) The Borrower Borrowers shall, if it wishes they wish to extend the RCF Maturity DateDate of the Credit, make a request to each Lender by written notice given to the Agent not more earlier than once per calendar year90 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 madedays. Promptly thereafter, the Agent shall notify the Borrower Borrowers of the response of the Lenders, and shall include the names of all Declining Lenders (such notice, the "“Accepting Lender Notice"”). (dc) If all of the Lenders agree to extend the RCF Maturity Date, the RCF Maturity Date shall be extended by 365 days from the then applicable RCF Maturity Date. (d) 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 under the RCF is less than 66⅔% of the aggregate RCF Commitments of all Lenders under the RCF then in effect, the RCF Maturity Date shall not be extended. (f) If the aggregate amount of the Commitments of the Accepting Lenders under the RCF are equal to or greater than 66⅔% 66 2/3% but less than 100% of the aggregate Commitments of all Lenders under the RCFLenders, unless the Borrower elects Borrowers elect not to extend the RCF Maturity Date by giving a further written notice to the Agent to that effect within 10 days after the Agent notifies the Borrower Borrowers of the Lenders' ’ response, the RCF Maturity Date shall be extended by 365 days one year from the then applicable RCF Maturity Date, Date provided that the Borrower hasBorrowers have, before the then applicable RCF Maturity Date, replaced or cancelled the RCF Commitments of all Declining Lenders in the following manner: (i) The Borrower 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, 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 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 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 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 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 Borrower Borrowers may locate New Lenders 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(f)(i)(B2.4(e)(i)(B) or 2.4(f)(i)(C2.4(e)(i)(C) shall be repaid by the BorrowerBorrowers, and the Commitments of the Declining Lenders not so acquired shall be cancelled on the then applicable RCF Maturity Date and the amount of the RCF Credit Limit shall thereupon be reduced by the aggregate of the Commitments so cancelled, if any.

Term and Repayment. (a) The TL Operating Credit shall be repaid in full and cancelled on or before the TL Maturity Date. The TL shall be repaid by the Borrower to the Lenders in consecutive quarterly instalments in the amounts and on the instalement dates set forth in Schedule 3. Amounts which are repaid under the TL may not be reborrowed. (b) The RCF shall be repaid in full and cancelled on or before the RCF Maturity Date30 June 2004. If no Event of Default or Pending Event of Default has occurred and is continuing, the Borrower may request that the RCF Maturity Date maturity date of the Operating Credit be extended on each request by successive one year periods in accordance with the procedures specified in this Section 2.4.following procedures: (c) 2.4.1 The Borrower shall, if it wishes to extend the RCF Maturity Datematurity date, make a such request to each Operating Credit Lender by written notice given to the Agent not more earlier than once per calendar 1 April nor later than 30 April in each year. Each Operating Credit Lender shall provide a written response to that such request to the Agent within 30 days of such request being madeafter receiving the request. If any Operating Credit Lender fails to respond, it shall be deemed to have declined to grant any extension (and shall have no liability for failing to respond). Promptly thereafter, the Agent shall will notify the Borrower of the response of the Operating Credit Lenders, and which notice shall include the names of all Declining Operating Credit Lenders who declined or were deemed to have declined to grant such extension (such notice, the "Accepting Lender NoticeDECLINING LENDERS"). (d) 2.4.2 If all of the Lenders agree to extend the RCF Maturity Datematurity date, the RCF Maturity Conversion Date shall be extended by 365 days one year from the then applicable RCF Maturity Datematurity 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 (ethe "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 under the RCF is less than 66⅔% of the aggregate RCF Commitments of all Lenders under the RCF then in effect, the RCF Maturity Date shall not be extended. (f) If the aggregate amount of the Commitments of the Accepting Lenders under the RCF are equal to or greater than 66⅔% but less than 100% exceeds two-thirds of the aggregate Commitments of all Lenders under in respect of the RCFOperating Credit then in effect, unless the Borrower elects not to extend the RCF Maturity Date maturity date by giving a further written notice to the Agent to that effect within 10 days after before the Agent notifies the Borrower of the Lenders' responsethen applicable maturity date, the RCF Maturity Date maturity date shall be extended by 365 days one year from the then applicable RCF Maturity Date, maturity date provided that the Borrower has, before the then applicable RCF Maturity Datematurity date, replaced or cancelled the RCF Commitments in respect of the Operating Credit of all Declining Lenders in the following manner: (ia) The the Operating 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, may negotiate 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 applyagreement with: (Ai) Any Accepting Lender may, at its option, acquire all one or any portion more 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 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 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, or (ii) one or more other financial institutions ("NEW LENDERS") which have been identified by the Borrower may locate New Lenders to acquire all or a portion (with the assistance of the balance of Agent, if requested) and which are acceptable to the rights and obligations of the Declining Lenders under the Loan Documents on the date which is 20 Banking Days following the Acquisition DeadlineAccepting Lenders, 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(f)(i)(B) or 2.4(f)(i)(C) shall be repaid by the Borroweracting reasonably, and to assume 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 in that event an assignment by the Declining Lenders to the Accepting Lenders or the New Lenders will be deemed to have occurred in accordance with the terms of the form of Assignment Agreement; and (b) to the extent the Commitments of the Declining Lenders have not so acquired been fully assumed by the Accepting Lenders and the New Lenders pursuant to paragraph (a) above, the Borrower shall be cancelled cancel the Commitments of the Declining Lenders and pay to the Declining Lenders on the then applicable RCF Maturity Date latest maturity date to which the Declining Lenders have previously agreed, all amounts owed to the Declining Lenders under or in connection with the Operating Credit, without penalty but subject to payment of any losses, costs and expenses payable to the amount of the RCF Credit Limit shall thereupon be reduced by the aggregate of the Commitments so cancelled, if anyDeclining Lenders pursuant to this Agreement.

Term and Repayment. (a1) The TL Credit shall be repaid in full and cancelled on or before the TL Maturity Date. The TL shall be repaid by the Borrower to the Lenders in consecutive quarterly instalments in the amounts and on the instalement dates set forth in Schedule 3. Amounts which are repaid under the TL may not be reborrowed. (b) The RCF shall be repaid in full and cancelled on or before the RCF Maturity Date24 March 2013. If no Default has occurred and is continuing, the Borrower may request that the RCF Maturity Date maturity date be extended by up to one year on each request in accordance with the procedures specified in this Section 2.4. (c2) The 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 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 the discretion of all Lenders, acting reasonably. (3) The Borrower shall, if it wishes to extend the RCF Maturity Datematurity date of the Credit, make a request to each Lender by written notice given to the Agent not more than once per calendar yearwithin 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 of such request being madedays. 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")Lenders. (d4) If all of the Lenders agree to extend the RCF Maturity Datematurity date of the Credit, the RCF Maturity Date maturity date shall be extended by 365 days one year from the then applicable RCF Maturity Datematurity date of the Credit. (e5) 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 under the RCF is less than 66⅔% of the aggregate RCF Commitments of all Lenders under the RCF then in effect, the RCF Maturity Date shall not be extended. (f) If the aggregate amount of the Commitments of the Accepting Lenders under the RCF are equal to or greater than 66⅔% but less than 100% exceeds two-thirds of the aggregate Commitments of all Lenders under the RCFthen in effect, unless the Borrower elects not to extend the RCF Maturity Date maturity date of the Credit by giving a further written notice to the Agent to that effect within 10 30 days after the Agent notifies the Borrower of the Lenders' ’ response, the RCF Maturity Date maturity date shall be extended by 365 days one year from the then applicable RCF Maturity Date, maturity date provided that the Borrower has, before the then applicable RCF Maturity Datematurity date, replaced or cancelled the RCF Commitments of all Declining Lenders in the following manner: (ia) The the Borrower may, at any time on may negotiate an agreement with one or before the 10th Banking Day following the receipt more 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 Lenders or 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, 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 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 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(f)(i)(B) or 2.4(f)(i)(C) shall be repaid by the Borrower, and assume the Commitments of the Declining Lenders not so acquired 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 Declining Lenders to the Accepting Lenders or the New Lenders shall be cancelled deemed to have occurred in accordance with the terms of the form of Assignment and Assumption and the Borrower shall pay the Agent the assignment fee specified in Section 10.2(1)(f) unless waived by the Agent; and (b) to the extent the Commitments of the Declining Lenders have not been fully assumed by the Accepting Lenders and the New Lenders pursuant to Section 2.4(6)(a), the Borrower shall cancel the Commitments of the Declining Lenders and pay to the Declining Lenders on the then applicable RCF Maturity Date and the amount latest maturity date of the RCF Credit Limit shall thereupon be reduced by to which the aggregate 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 Commitments so cancelled, if anyDeclining Lenders pursuant to this Agreement.

Term and Repayment. (a) The TL Credit shall be repaid in full and cancelled on or before the TL Maturity Date. The TL shall be repaid by the Borrower to the Lenders in consecutive quarterly instalments in the amounts and on the instalement dates set forth in Schedule 3. Amounts which are repaid under the TL may not be reborrowed. (b) The RCF shall be repaid in full and cancelled on or before the RCF Maturity Date. If no Default has occurred and is continuing, the Borrower may request that the RCF Maturity Date be extended on each request in accordance with the procedures specified in this Section 2.4. (cb) The Borrower shall, if it wishes to extend the RCF Maturity DateDate 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"). (dc) If all of the Lenders agree to extend the RCF Maturity Date, the RCF Maturity Date shall be extended by 365 days from the then applicable RCF Maturity Date. (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 effect, the Maturity Date shall not be extended. (e) If the aggregate amount of the Commitments of the Accepting Lenders under the RCF is less than 66⅔% of the aggregate RCF Commitments of all Lenders under the RCF then in effect, the RCF Maturity Date shall not be extended. (f) If the aggregate amount of the Commitments of the Accepting Lenders under the RCF are equal to or greater than 66⅔% but less than 100% of the aggregate Commitments of all Lenders under the RCFLenders, unless the Borrower elects not to extend the RCF 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 RCF Maturity Date shall be extended by 365 days from the then applicable RCF Maturity Date, provided that the Borrower has, before the then applicable RCF Maturity Date, replaced or cancelled the RCF 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, 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 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 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(f)(i)(B2.4(e)(i)(B) or 2.4(f)(i)(C2.4(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 RCF Maturity Date and the amount of the RCF Credit Limit shall thereupon be reduced by the aggregate of the Commitments so cancelled, if any.

Term and Repayment. (a1) The TL Credit shall be repaid in full and cancelled on or before the TL Maturity Date. The TL shall be repaid by the Borrower to the Lenders in consecutive quarterly instalments in the amounts and on the instalement dates set forth in Schedule 3. Amounts which are repaid under the TL may not be reborrowed. (b) The RCF shall be repaid in full and cancelled on or before the RCF Maturity Date22 February 2016. If no Default has occurred and is continuing, the Borrower may request that the RCF Maturity Date maturity date be extended by up to one year on each request in accordance with the procedures specified in this Section 2.4. (c2) The Borrower shall, if it wishes to extend the RCF Maturity Datematurity date of the Credit, make a request to each Lender by written notice given to the Agent not more than once per calendar yearwithin 30 days after delivery of its audited financial statements, beginning with its 2012 financial statements. Each Lender shall provide a written response to that request to the Agent within 30 days of such request being madedays. 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")Lenders. (d3) If all of the Lenders agree to extend the RCF Maturity Datematurity date of the Credit, the RCF Maturity Date maturity date shall be extended by 365 days one year from the then applicable RCF Maturity Datematurity date of the Credit. (e4) 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. (5) If the aggregate amount of the Commitments of the Accepting Lenders under the RCF is less than 66⅔% of the aggregate RCF Commitments of all Lenders under the RCF then in effect, the RCF Maturity Date shall not be extended. (f) If the aggregate amount of the Commitments of the Accepting Lenders under the RCF are equal to or greater than 66⅔% but less than 100% exceeds two-thirds of the aggregate Commitments of all Lenders under the RCFthen in effect, unless the Borrower elects not to extend the RCF Maturity Date maturity date of the Credit by giving a further written notice to the Agent to that effect within 10 30 days after the Agent notifies the Borrower of the Lenders' ’ response, the RCF Maturity Date maturity date shall be extended by 365 days one year from the then applicable RCF Maturity Date, maturity date provided that the Borrower has, before the then applicable RCF Maturity Datematurity date, replaced or cancelled the RCF Commitments of all Declining Lenders in the following manner: (ia) The the Borrower may, at any time on may negotiate an agreement with one or before the 10th Banking Day following the receipt more 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 Lenders or 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, 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 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 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(f)(i)(B) or 2.4(f)(i)(C) shall be repaid by the Borrower, and assume the Commitments of the Declining Lenders not so acquired 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 Declining Lenders to the Accepting Lenders or the New Lenders shall be cancelled deemed to have occurred in accordance with the terms of the form of Assignment and Assumption and the Borrower shall pay the Agent the assignment fee specified in Section 10.2(1)(f) unless waived by the Agent; and (b) to the extent the Commitments of the Declining Lenders have not been fully assumed by the Accepting Lenders and the New Lenders pursuant to Section 2.4(5)(a), the Borrower shall cancel the Commitments of the Declining Lenders and pay to the Declining Lenders on the then applicable RCF Maturity Date and the amount latest maturity date of the RCF Credit Limit shall thereupon 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 reduced granted, extensions will be subject to any Permits required by the aggregate Obligors in connection with the extension of the Commitments so cancelled, if anyterm of the Credit or their guarantees being obtained.

Term and Repayment. (a) The TL Credit shall be repaid in full and cancelled on or before the TL Maturity Date. The TL shall be repaid by the Borrower to the Lenders in consecutive quarterly instalments in the amounts and on the instalement dates set forth in Schedule 3. Amounts which are repaid under the TL may not be reborrowed. (b) The RCF shall be repaid in full and cancelled on or before the RCF Maturity Date. If no Default has occurred and is continuing, the Borrower may request that the RCF Maturity Date be extended on each request in accordance with the procedures specified in this Section 2.4. (cb) The Borrower shall, if it wishes to extend the RCF Maturity DateDate 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"”). (dc) If all of the Lenders agree to extend the RCF Maturity Date, the RCF Maturity Date shall be extended by 365 days from 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 applicable RCF in effect, the Maturity DateDate shall not be extended. (e) If the aggregate amount of the Commitments of the Accepting Lenders under the RCF is less than 66⅔% of the aggregate RCF Commitments of all Lenders under the RCF then in effect, the RCF Maturity Date shall not be extended. (f) If the aggregate amount of the Commitments of the Accepting Lenders under the RCF are equal to or greater than 66⅔% but less than 100% of the aggregate Commitments of all Lenders under the RCFLenders, unless the Borrower elects not to extend the RCF 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 RCF Maturity Date shall be extended by 365 days from the then applicable RCF Maturity Date, provided that the Borrower has, before the then applicable RCF Maturity Date, replaced or cancelled the RCF 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, 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 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 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(f)(i)(B2.4(e)(i)(B) or 2.4(f)(i)(C2.4(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 RCF Maturity Date and the amount of the RCF Credit Limit shall thereupon be reduced by the aggregate of the Commitments so cancelled, if any.

Term and Repayment. (a) The TL Credit shall be repaid in full and cancelled on or before the TL Maturity Date. The TL shall be repaid by the Borrower to the Lenders in consecutive quarterly instalments in the amounts and on the instalement dates set forth in Schedule 3. Amounts which are repaid under the TL may not be reborrowed. (b) The RCF shall be repaid in full and cancelled on or before the RCF Maturity Date. If no Default has occurred and is continuing, the Borrower may request that the RCF Maturity Date be extended by up to one year on each request in accordance with the procedures specified in this Section 2.4. (cb) The Borrower shall, if it wishes to extend the RCF Maturity DateDate of the Credit, make a request to each Lender by written notice given to the Agent not more earlier than once per calendar year90 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"”). (dc) If all of the Lenders agree to extend the RCF Maturity Date, the RCF Maturity Date shall be extended by 365 days from the then applicable RCF Maturity Date. (d) 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 under the RCF is less than 66⅔% of the aggregate RCF Commitments of all Lenders under the RCF then in effect, the RCF Maturity Date shall not be extended. (f) If the aggregate amount of the Commitments of the Accepting Lenders under the RCF are equal to or greater than 66⅔% 662/3% but less than 100% of the aggregate Commitments of all Lenders under the RCFLenders, unless the Borrower elects not to extend the RCF 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 RCF Maturity Date shall be extended by 365 days from the then applicable RCF Maturity Date, provided that the Borrower has, before the then applicable RCF Maturity Date, replaced or cancelled the RCF 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, 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 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 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(f)(i)(B2.4(e)(i)(B) or 2.4(f)(i)(C2.4(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 RCF Maturity Date and the amount of the RCF Credit Limit shall thereupon be reduced by the aggregate of the Commitments so cancelled, if any.

Term and Repayment. (a1) The TL Credit shall be repaid in full and cancelled on or before the TL Maturity Date. The TL shall be repaid by the Borrower to the Lenders in consecutive quarterly instalments in the amounts and on the instalement dates set forth in Schedule 3. Amounts which are repaid under the TL may not be reborrowed. (b) The RCF shall be repaid in full and cancelled on or before the RCF Maturity Date22 February 2016. If no Default has occurred and is continuing, the Borrower may request that the RCF Maturity Date maturity date be extended by up to one year on each request in accordance with the procedures specified in this Section 2.4. (c2) The Borrower shall, if it wishes to extend the RCF Maturity Datematurity date of the Credit, make a request to each Lender by written notice given to the Agent not more than once per calendar yearwithin 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 provide a written response to that request to the Agent within 30 days of such request being madedays. 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")Lenders. (d3) If all of the Lenders agree to extend the RCF Maturity Datematurity date of the Credit, the RCF Maturity Date maturity date shall be extended by 365 days one year from the then applicable RCF Maturity Datematurity date of the Credit. (e4) 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. (5) If the aggregate amount of the Commitments of the Accepting Lenders under the RCF is less than 66⅔% of the aggregate RCF Commitments of all Lenders under the RCF then in effect, the RCF Maturity Date shall not be extended. (f) If the aggregate amount of the Commitments of the Accepting Lenders under the RCF are equal to or greater than 66⅔% but less than 100% exceeds two-thirds of the aggregate Commitments of all Lenders under the RCFthen in effect, unless the Borrower elects not to extend the RCF Maturity Date maturity date of the Credit by giving a further written notice to the Agent to that effect within 10 30 days after the Agent notifies the Borrower of the Lenders' ’ response, the RCF Maturity Date maturity date shall be extended by 365 days one year from the then applicable RCF Maturity Date, maturity date provided that the Borrower has, before the then applicable RCF Maturity Datematurity date, replaced or cancelled the RCF Commitments of all Declining Lenders in the following manner: (ia) The the Borrower may, at any time on may negotiate an agreement with one or before the 10th Banking Day following the receipt more 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 Lenders or 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, 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 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 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(f)(i)(B) or 2.4(f)(i)(C) shall be repaid by the Borrower, and assume the Commitments of the Declining Lenders not so acquired 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 Declining Lenders to the Accepting Lenders or the New Lenders shall be cancelled deemed to have occurred in accordance with the terms of the form of Assignment and Assumption and the Borrower shall pay the Agent the assignment fee specified in Section 10.2(1)(f) unless waived by the Agent; and (b) to the extent the Commitments of the Declining Lenders have not been fully assumed by the Accepting Lenders and the New Lenders pursuant to Section 2.4(5)(a), the Borrower shall cancel the Commitments of the Declining Lenders and pay to the Declining Lenders on the then applicable RCF Maturity Date and the amount latest maturity date of the RCF Credit Limit shall thereupon 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 reduced granted, extensions will be subject to any Permits required by the aggregate Obligors or by guarantors of the Commitments so cancelled, if any“Other Secured Obligations” under the IMG Credit Agreement in connection with the extension of the term of the Credit or their guarantees being obtained.

Term and Repayment. (a1) The TL Credit shall be repaid in full and cancelled on or before the TL Maturity Date. The TL shall be repaid by the Borrower to the Lenders in consecutive quarterly instalments in the amounts and on the instalement dates set forth in Schedule 3. Amounts which are repaid under the TL may not be reborrowed. (b) The RCF shall be repaid in full and cancelled on or before the RCF Maturity Date15 April 2013. If no Default has occurred and is continuing, the Borrower may request that the RCF Maturity Date maturity date be extended on by up to three periods of one year each request 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. (c2) The 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 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) The Borrower shall, if it wishes to extend the RCF Maturity Datematurity date of the Credit, make a request to each Lender by written notice given to the Agent not more than once per calendar yearduring December in 2008, 2009 and/or 2010. Each Lender shall provide a written response to that request to the Agent within 30 days of such request being madeon 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 Agent shall notify the Borrower of the response of the Lenders, and which notice shall include the names of all Lenders who declined or are deemed to have declined to grant such extension (the “Declining Lenders (such notice, the "Accepting Lender Notice"Lenders”). (d4) If all of the Lenders agree to extend the RCF Maturity Datematurity date of the Credit, the RCF Maturity Date maturity date shall be extended by 365 days one year from the then applicable RCF Maturity Datematurity date of the Credit. (e5) 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 under the RCF is less than 66⅔% of the aggregate RCF Commitments of all Lenders under the RCF then in effect, the RCF Maturity Date shall not be extended. (f) If the aggregate amount of the Commitments of the Accepting Lenders under the RCF are equal to or greater than 66⅔% but less than 100% exceeds two-thirds of the aggregate Commitments of all Lenders under the RCFthen in effect, unless the Borrower elects not to extend the RCF Maturity Date maturity date of the Credit by giving a further written notice to the Agent to that effect within 10 days on or before 28 February in the year after its original request to the Agent notifies the Borrower of the Lenders' responseunder Section 2.4(3), the RCF Maturity Date maturity date shall be extended by 365 days one year from the then applicable RCF Maturity Date, maturity date provided that the Borrower has, before the then applicable RCF Maturity Datematurity date, replaced or cancelled the RCF Commitments of all Declining Lenders in the following manner: (a) the Borrower may negotiate an agreement with: (i) The Borrower may, at any time on one or before the 10th Banking Day following the receipt more of the Accepting Lender NoticeLenders, or (ii) one or more other financial institutions (the “New Lenders”) which have been identified by written request to the Agent Borrower (eachwith the assistance of the Agent, an "Acquisition Request Notice")if requested, 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, acquire all or without 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 additional fee to the Agent (an "Acquisition Notice"Borrower) of the portion of the Available Amount and which it is prepared are acceptable 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 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 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 acting reasonably, 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(f)(i)(B) or 2.4(f)(i)(C) shall be repaid by the Borrower, and assume the Commitments of the Declining Lenders not so acquired 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 Declining Lenders to the Accepting Lenders or the New Lenders shall be cancelled deemed to have occurred in accordance with the terms of the form of Assignment and Assumption and the Borrower shall pay the Agent the assignment fee specified in Section 10.2(1)(f) unless waived by the Agent; and (b) to the extent the Commitments of the Declining Lenders have not been fully assumed by the Accepting Lenders and the New Lenders pursuant to Section 2.4(6)(a), the Borrower shall cancel the Commitments of the Declining Lenders and pay to the Declining Lenders on the then applicable RCF Maturity Date and the amount latest maturity date of the RCF Credit Limit shall thereupon be reduced by to which the aggregate 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 Commitments so cancelled, if anyDeclining Lenders pursuant to this Agreement.

Term and Repayment. (a) The TL 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 and cancelled on or before the TL Maturity Date. The TL shall 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 repaid made by the Borrower to the Lenders in consecutive quarterly instalments in the amounts and on the instalement dates set forth in Schedule 3. Amounts which are repaid under the TL may not be reborrowed. (b) The RCF shall be repaid in full and cancelled on or before the RCF Maturity Date. If no Default has occurred and is continuing, the Borrower may request that the RCF Maturity Date be extended on each request in accordance with the procedures specified in this Section 2.4. (c) The Borrower shall, if it wishes to extend exercise its option to make such request) providing the RCF Maturity Date, make a request to each Lender by Agent with irrevocable written notice given to the Agent of such request at least 60, but not more than once per calendar year90, days before the applicable anniversary date of the Closing Date. Each Lender shall provide If the Majority Lenders consent to a written response to that request to the Agent within 30 days of for any such request being made. Promptly thereafterextension in accordance with this Section 2.5, 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"). (d) If all of the Lenders agree to extend the RCF Maturity Date, the RCF Maturity Date shall be extended by 365 days from the then applicable RCF Maturity Date. (e) If the aggregate amount of the Commitments of the Accepting Lenders under the RCF is less than 66⅔% of the aggregate RCF Commitments of all Lenders under the RCF then in effect, the RCF Maturity Date shall not be extended. (f) If the aggregate amount of the Commitments of the Accepting Lenders under the RCF are equal to or greater than 66⅔% but less than 100% of the aggregate Commitments of all Lenders under the RCFone year and, unless the Borrower elects not to extend the RCF 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' responsedue and payable sooner in accordance with this Agreement, the RCF Maturity Date all Loan Obligations shall be extended by 365 days from due and payable on the then applicable RCF Maturity Date, provided that 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 hasfor an extension of this Agreement, before the then applicable RCF Maturity Date, replaced or cancelled the RCF Commitments Agent shall provide prompt written notice 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 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 (each, an "Acquisition Request Notice"), a copy which shall be 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 each such Lender, such Lender within one Banking Day 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 Agent receiving same, request that then current term of this Agreement (with the rights and obligations maximum amount of the Declining 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 (in the case of subsection 2.5.5.3) 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 connection therewith, in which case, such assigning Lenders or its applicable Affiliate shall be assigned deemed to be an Other Derivative Counterparty or (ii) 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 applicable Eligible Assignee or to another Lender or its Affiliate or to an Other Derivative Counterparty, and if, upon such assignment, any guarantee provided by any Obligor in connection therewith would not constitute Permitted Debt, such assigning Lender shall, or 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 Section 2.4 Agreement, be due and the following shall apply: (A) Any Accepting Lender may, at its option, 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 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 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 payable on the relative Desired Acquisition Amount of each such Accepting Lender. (B) Promptly following the Acquisition Deadline, the Agent shall give to the Borrower Maturity Date then in effect 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(f)(i)(B) or 2.4(f)(i)(C) shall be repaid by the Borrower, and the remaining Commitments of the Declining Lenders not so acquired shall be cancelled on the then applicable RCF Maturity Date and the amount of the RCF Credit Limit shall thereupon be reduced by the aggregate of the Commitments so cancelled, if anyat such time.

Term and Repayment. (a) The TL 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 and cancelled on or before the TL Maturity Date. The TL shall 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 repaid made by the Borrower to the Lenders in consecutive quarterly instalments in the amounts and on the instalement dates set forth in Schedule 3. Amounts which are repaid under the TL may not be reborrowed. (b) The RCF shall be repaid in full and cancelled on or before the RCF Maturity Date. If no Default has occurred and is continuing, the Borrower may request that the RCF Maturity Date be extended on each request in accordance with the procedures specified in this Section 2.4. (c) The Borrower shall, if it wishes to extend exercise its option to make such request) providing the RCF Maturity Date, make a request to each Lender by Agent with irrevocable written notice given to the Agent of such request at least 60, but not more than once per calendar year90, days before the applicable anniversary date of the Closing Date. Each Lender shall provide If the Majority Lenders consent to a written response to that request to the Agent within 30 days of for any such request being made. Promptly thereafterextension in accordance with this Section 2.6, 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"). (d) If all of the Lenders agree to extend the RCF Maturity Date, the RCF Maturity Date shall be extended by 365 days from the then applicable RCF Maturity Date. (e) If the aggregate amount of the Commitments of the Accepting Lenders under the RCF is less than 66⅔% of the aggregate RCF Commitments of all Lenders under the RCF then in effect, the RCF Maturity Date shall not be extended. (f) If the aggregate amount of the Commitments of the Accepting Lenders under the RCF are equal to or greater than 66⅔% but less than 100% of the aggregate Commitments of all Lenders under the RCFone year and, unless the Borrower elects not to extend the RCF 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' responsedue and payable sooner in accordance with this Agreement, the RCF Maturity Date all Loan Obligations shall be extended by 365 days from due and payable on the then applicable RCF Maturity Date, provided that 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 hasfor an extension of this Agreement, before the then applicable RCF Maturity Date, replaced or cancelled the RCF Commitments Agent shall provide prompt written notice 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 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 (each, an "Acquisition Request Notice"), a copy which shall be 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 each such Lender, such Lender within one Banking Day 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 Agent receiving same, request that then current term of this Agreement (with the rights and obligations maximum amount of the Declining 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 (in the case of subsection 2.6.5.3) shall, upon such assignment or termination, assign, or cause any of its Affiliates, to either (i) if such assigning Lender, or its applicable Affiliate, is a permitted Other Derivative Counterparty, terminate each guarantee provided by any Obligor in connection therewith or (ii) 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 applicable Eligible Assignee or to another Lender or its Affiliate or to an Other Derivative Counterparty. 2.6.8 If the Majority Lenders be assigned 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 Section 2.4 Agreement, be due and the following shall apply: (A) Any Accepting Lender may, at its option, 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 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 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 payable on the relative Desired Acquisition Amount of each such Accepting Lender. (B) Promptly following the Acquisition Deadline, the Agent shall give to the Borrower Maturity Date then in effect 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(f)(i)(B) or 2.4(f)(i)(C) shall be repaid by the Borrower, and the remaining Commitments of the Declining Lenders not so acquired shall be cancelled on the then applicable RCF Maturity Date and the amount of the RCF Credit Limit shall thereupon be reduced by the aggregate of the Commitments so cancelled, if anyat such time.

Term and Repayment. (a) The TL 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 TL Maturity Date. The TL shall be repaid by the Borrower to the Lenders in consecutive quarterly instalments in the amounts and on the instalement dates set forth in Schedule 3. Amounts which are repaid under the TL may not be reborrowed. (b) The RCF shall be repaid in full and cancelled on or before the RCF Maturity Date. If no Default has occurred and is continuing, the Borrower may request that the RCF Maturity Date be extended on each request in accordance with the procedures specified in this Section 2.4. (cb) The Borrower shall, if it wishes to extend the RCF Maturity DateDate 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"”). (dc) If all of the Lenders agree to extend the RCF Maturity Date, the RCF Maturity Date shall be extended by 365 days from the then applicable RCF Maturity Date. (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 effect, the Maturity Date shall not be extended. (e) If the aggregate amount of the Commitments of the Accepting Lenders under the RCF is less than 66⅔% of the aggregate RCF Commitments of all Lenders under the RCF then in effect, the RCF Maturity Date shall not be extended. (f) If the aggregate amount of the Commitments of the Accepting Lenders under the RCF are equal to or greater than 66⅔% but less than 100% of the aggregate Commitments of all Lenders under the RCFLenders, unless the Borrower elects not to extend the RCF 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 RCF Maturity Date shall be extended by 365 days from the then applicable RCF Maturity Date, provided that the Borrower has, before the then applicable RCF Maturity Date, replaced or cancelled the RCF 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, 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 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 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(f)(i)(B2.4(e)(i)(B) or 2.4(f)(i)(C2.4(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 RCF Maturity Date and the amount of the RCF Credit Limit shall thereupon be reduced by the aggregate of the Commitments so cancelled, if any.

Term and Repayment. (a) The TL 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 and cancelled on or before the TL Maturity Date. The TL shall 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 repaid made by the Borrower to the Lenders in consecutive quarterly instalments in the amounts and on the instalement dates set forth in Schedule 3. Amounts which are repaid under the TL may not be reborrowed. (b) The RCF shall be repaid in full and cancelled on or before the RCF Maturity Date. If no Default has occurred and is continuing, the Borrower may request that the RCF Maturity Date be extended on each request in accordance with the procedures specified in this Section 2.4. (c) The Borrower shall, if it wishes to extend exercise its option to make such request) providing the RCF Maturity Date, make a request to each Lender by Agent with irrevocable written notice given to the Agent of such request at least 60, but not more than once per calendar year90, days before the applicable anniversary date of the Effective Date. Each Lender shall provide If the Majority Lenders consent to a written response to that request to the Agent within 30 days of for any such request being made. Promptly thereafterextension in accordance with this Section 2.5, 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"). (d) If all of the Lenders agree to extend the RCF Maturity Date, the RCF Maturity Date shall be extended by 365 days from the then applicable RCF Maturity Date. (e) If the aggregate amount of the Commitments of the Accepting Lenders under the RCF is less than 66⅔% of the aggregate RCF Commitments of all Lenders under the RCF then in effect, the RCF Maturity Date shall not be extended. (f) If the aggregate amount of the Commitments of the Accepting Lenders under the RCF are equal to or greater than 66⅔% but less than 100% of the aggregate Commitments of all Lenders under the RCFone year and, unless the Borrower elects not to extend the RCF 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' responsedue and payable sooner in accordance with this Agreement, the RCF Maturity Date all Loan Obligations shall be extended by 365 days from due and payable on the then applicable RCF Maturity Date, provided that 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 hasfor an extension of this Agreement, before the then applicable RCF Maturity Date, replaced or cancelled the RCF Commitments Agent shall provide prompt written notice 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 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 (each, an "Acquisition Request Notice"), a copy which shall be 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 each such Lender, such Lender within 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 Banking Day of the Agent receiving same, request that the rights and obligations of the Declining Lenders be assigned 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 Section 2.4 and Agreement (with the following shall apply:maximum amount of the Credit Facility reducing by the amount of such Lender’s Commitment at that time); or (A) Any Accepting Lender may2.5.5.3 such dissenting Lender’s Commitments immediately terminate. 2.5.6 In the case of subsection 2.5.5.2, the Borrower shall, at its option, acquire all or any portion the end of the rights then current term of this Agreement, repay such Lender its pro rata share of all outstanding Advances (other than Letters of Credit and obligations of the Declining Lenders under the Loan Documents (Swing Line Loans), together with 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 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 Agent (maximum amount of the Credit Facility shall be reduced by the amount of such deadline being herein called the "Acquisition Deadline"Lender’s Commitment at that time). 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 of their Desired Acquisition Amounts is less than or equal to the Available AmountAt such time, then each Borrower shall also repay such Accepting Lender shall be entitled to acquire its Desired Acquisition Amount of the rights and obligations of the Declining Lenders under the 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 Lender’s pro rata share of the rights and obligations outstanding Swing Line Loans to Swing Line Lender. In the case of subsection 2.5.5.3, the Declining Lenders under the Loan Documents, Borrower shall immediately repay such Lender its pro rata share being determined based on the relative Desired Acquisition Amount of each such Accepting Lender. all outstanding Advances (B) Promptly following the Acquisition Deadlineother than Letters of Credit and Swing Line Loans), the Agent shall give to together with all other amounts owing by the Borrower to that Lender under Section 7.1, and each upon receipt by such 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 amount such Lender’s Commitment of the Declining Lenders which is not acquired by Accepting Lenders or New Lenders under Sections 2.4(f)(i)(B) or 2.4(f)(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 RCF Maturity Date (and the maximum amount of the RCF Credit Limit Facility shall thereupon be reduced by the aggregate amount of such Lender’s Commitment at that time). At such time, Borrower shall also repay such Lender’s pro rata share of the Commitments so cancelledoutstanding Swing Line Loans to Swing Line Lender. In the case of subsection 2.5.5.2 or 2.5.5.3, if anyupon 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 (in the case of subsections 2.5.5.2 or 2.5.5.3) 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 connection therewith, in which case, such assigning Lenders or its applicable Affiliate shall be deemed to be an Other Derivative Counterparty or (ii) 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 applicable Eligible Assignee or to another Lender or its Affiliate or to an Other Derivative Counterparty, and if, upon such assignment, any guarantee provided by any Obligor in connection therewith would not constitute Permitted Debt, such assigning Lender shall, or 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 due and payable on the Maturity Date then in effect and all remaining Commitments shall be cancelled at such time.