Common use of Termination of Credit Facility Clause in Contracts

Termination of Credit Facility. (a) The Credit Facility shall terminate on the earliest of: (i) May 30, 2007 (it being agreed by all parties hereto that, as of the Seventh Amendment Effective Date, such date has been extended to June 5, 2009), (ii) the date of termination by the Borrower pursuant to Section 2.7, (iii) the date of termination by the Administrative Agent on behalf of the Lenders pursuant to Section 12.2(a), (iv) the date which is ninety-one (91) days prior to the then current maturity date of any Specified Existing Note if on the date which is one hundred twenty (120) days prior to the then current maturity date of such Specified Existing Note either (A) the remaining outstanding principal balance thereof (excluding any such balance as to which sums have been set aside for the payment thereof pursuant to any defeasance or sinking fund or escrow arrangement or similar provisions) is in excess of $75,000,000 or (B) the Aggregate Credit Exposure is in excess of $100,000,000 and the outstanding principal balance of such Specified Existing Note (excluding any such balance as to which sums have been set aside for the payment thereof pursuant to any defeasance or sinking fund or escrow arrangement or similar provisions) has not been paid in full; or (v) the date which is ninety-one (91) days prior to the then current maturity date of any Indebtedness permitted pursuant to Section 12.1(o)(iii) if, on the date which is one hundred twenty (120) days prior to the then current maturity date of such Indebtedness, such Indebtedness has not been paid in full in accordance with the terms of this Agreement or extended or refinanced such that the maturity of such Indebtedness is more than ninety-one (91) days after May 27, 2009 (as such date may be extended pursuant to Section 2.8(b)); provided, that, on an annual basis the Borrower shall be entitled to request an extension of the Credit Facility (other than the EDC Credit Facility or the Fairfax Credit Facility) upon the same terms and conditions as contained herein for an additional 364-day period and thereafter be entitled to request subsequent extensions for 364-day periods, which request shall be granted in the Lenders’ discretion and subject to the provisions of Sections 2.8(b) and (c); provided that the following conditions are satisfied (A) no Default or Event of Default has occurred and is continuing, (B) the Credit Facility has not been terminated pursuant to clause (ii), (iii), (iv) or (v) above, (C) the Borrower provides written notice to the Administrative Agent (the “Extension Notice”) at least ninety (90) days prior to the then existing Maturity Date (the date on which such Extension Notice is delivered, the “Extension Notice Date”) of its request to extend the Credit Facility and (D) each of the conditions set forth in Section 5.3 on the then existing Maturity Date are satisfied by the Borrower. (b) The Administrative Agent shall promptly deliver a copy of the Extension Notice to each Lender upon receipt of same from the Borrower. Each of the Lenders shall within thirty (30) days from the Extension Notice Date (the “Consent Date”) provide written notice to the Administrative Agent of each such Lender’s agreement to extend (any such Lender, a “Consenting Lender”) or not to so extend (any such Lender, a “Non-Consenting Lender”) the then existing Maturity Date. No Lender shall be under any obligation or commitment to extend the then existing Maturity Date and no such obligation or commitment on the part of any Lender shall be inferred from the provisions of this Section 2.8. Failure on the part of any Lender to respond to the Extension Notice by the Consent Date shall be deemed to be a refusal of such Lender to consent to the Extension Notice and such Lender shall be deemed to be a Non-Consenting Lender for purposes of this Section 2.8. The Administrative Agent shall provide a written list of the Consenting Lenders and Non-Consenting Lenders to the Borrower and the Lenders promptly following the Consent Date. (c) All Loans of any Non-Consenting Lender shall be subject to the then existing Maturity Date. If Lenders holding Commitment Percentages aggregating less than one hundred percent (100%) of the aggregate Commitments (other than the Additional Credit Commitments) consent to such extension, the Borrower may elect by written notice to the Administrative Agent to (i) continue the Credit Facility for such additional period with an aggregate Commitment equal to the then effective aggregate Commitment less the total Commitments of the Non-Consenting Lenders (provided that such continuation shall be permitted only if the total amount of such Commitments to be continued are equal to or greater than fifty percent (50%) of the total amount of the original Commitments (after giving effect to any assignments pursuant to clause (iii) below)) or (ii) not continue the Credit Facility for such additional period and, in such event, the Extension Notice shall be of no further effect or (iii) require any such Non-Consenting Lender to transfer and assign without recourse (in accordance with the provisions of Section 14.11) its Commitment and other interests, rights and obligations under this Agreement (other than the Additional Credit Commitment) to an Eligible Assignee which consents thereto, which shall assume such obligations upon its consent to assume such obligations; provided that (A) no such assignment shall conflict with any Applicable Law, (B) such assignment shall be at the cost and expense of the Borrower and (C) the purchase price to be paid to such Non-Consenting Lender shall be an amount equal to the outstanding principal amount of the Loans (other than the Additional Credit Loans) of such Non-Consenting Lender plus all interest accrued and unpaid thereon and all other amounts owing to such Non-Consenting Lender thereon. If the extension is granted and the conditions set forth in clause (a) of this Section 2.8 are satisfied, upon the then existing Maturity Date, the scheduled Maturity Date shall be extended to the date which is 364 days from such then existing Maturity Date. (d) The Additional Credit Commitment of any Lender may be extended with the written consent of such Lender (and if not extended by such Lender shall terminate on the then existing Maturity Date).

Termination of Credit Facility. (a) The Credit Facility shall terminate on the earliest of: of (i) May 30, 2007 (it being agreed by all parties hereto that, as of the Seventh Amendment Effective Date, such date has been extended to June 5, 2009)2007, (ii) the date of termination by the Borrower pursuant to Section 2.7, 2.5 or (iii) the date of termination by the Administrative Agent on behalf of the Lenders pursuant to Section 12.2(a), (iv) the date which is ninety-one (91) days prior to the then current maturity date of any Specified Existing Note if on the date which is one hundred twenty (120) days prior to the then current maturity date of such Specified Existing Note either (A) the remaining outstanding principal balance thereof (excluding any such balance as to which sums have been set aside for the payment thereof pursuant to any defeasance or sinking fund or escrow arrangement or similar provisions) is in excess of $75,000,000 or (B) the Aggregate Credit Exposure is in excess of $100,000,000 and the outstanding principal balance of such Specified Existing Note (excluding any such balance as to which sums have been set aside for the payment thereof pursuant to any defeasance or sinking fund or escrow arrangement or similar provisions) has not been paid in full; or (v) the date which is ninety-one (91) days prior to the then current maturity date of any Indebtedness permitted pursuant to Section 12.1(o)(iii) if, on the date which is one hundred twenty (120) days prior to the then current maturity date of such Indebtedness, such Indebtedness has not been paid in full in accordance with the terms of this Agreement or extended or refinanced such that the maturity of such Indebtedness is more than ninety-one (91) days after May 27, 2009 (as such date may be extended pursuant to Section 2.8(b)); provided, that, on an annual basis the Borrower shall be entitled to request an extension of the Credit Facility (other than the EDC Credit Facility or the Fairfax Credit Facility) upon the same terms and conditions as contained herein for an additional 364-day period and thereafter be entitled to request subsequent extensions for 364-day periods, which request shall be granted in the Lenders’ discretion and subject to the provisions of Sections 2.8(b2.6(b) and (c); provided that the following conditions are satisfied (A) no Default or Event of Default has occurred and is continuing, (B) the Credit Facility has not been terminated pursuant to clause (ii), (iii), (iv) or (viii) above, (C) the Borrower provides written notice to the Administrative Agent (the “Extension Notice”) at least ninety (90) days prior to the then existing Maturity Date (the date on which such Extension Notice is delivered, the “Extension Notice Date”) of its request to extend the Credit Facility and (D) each of the conditions set forth in Section 5.3 on the then existing Maturity Date are satisfied by the Borrower. (b) The Administrative Agent shall promptly deliver a copy of the Extension Notice to each Lender upon receipt of same from the Borrower. Each of the Lenders shall within thirty (30) days from the Extension Notice Date (the “Consent Date”) provide written notice to the Administrative Agent of each such Lender’s agreement to extend (any such Lender, a “Consenting Lender”) or not to so extend (any such Lender, a “Non-Consenting Lender”) the then existing Maturity Date. No Lender shall be under any obligation or commitment to extend the then existing Maturity Date and no such obligation or commitment on the part of any Lender shall be inferred from the provisions of this Section 2.82.6. Failure on the part of any Lender to respond to the Extension Notice by the Consent Date shall be deemed to be a refusal of the consent by such Lender to consent to the Extension Notice and such Lender shall be deemed to be a Non-Consenting Lender for purposes of this Section 2.82.6. The Administrative Agent shall provide a written list of the Consenting Lenders and Non-Consenting Lenders to the Borrower and the Lenders promptly following the Consent Date. (c) All Loans of any Non-Consenting Lender shall be subject to the then existing Maturity Date. If Lenders holding Commitment Percentages aggregating less than one hundred percent (100%) of the aggregate Commitments (other than the Additional Credit Commitments) consent to such extension, the Borrower may elect by written notice to the Administrative Agent to (i) continue the Credit Facility for such additional period with an aggregate Commitment equal to the then effective aggregate Commitment less the total Commitments of the Non-Consenting Lenders (provided that such continuation shall be permitted only if the total amount of such Commitments to be continued are equal to or greater than fifty percent (50%) of the total amount of the original Commitments (after giving effect to any assignments pursuant to clause (iii) below)) or (ii) not continue the Credit Facility for such additional period and, in such event, the Extension Notice shall be of no further effect or (iii) require any such Non-Consenting Lender to transfer and assign without recourse (in accordance with the provisions of Section 14.1114.10) its Commitment and other interests, rights and obligations under this Agreement (other than the Additional Credit Commitment) to an Eligible Assignee which consents thereto, which shall assume such obligations upon its consent to assume such obligations; provided that (A) no such assignment shall conflict with any Applicable Law, (B) such assignment shall be at the cost and expense of the Borrower and (C) the purchase price to be paid to such Non-Consenting Lender shall be an amount equal to the outstanding principal amount of the Loans (other than the Additional Credit Loans) of such Non-Consenting Lender plus all interest accrued and unpaid thereon and all other amounts owing to such Non-Consenting Lender thereon. If the extension is granted and the conditions set forth in clause (a) of this Section 2.8 2.6 are satisfied, upon the then existing Maturity Date, the scheduled Maturity Date shall be extended to the date which is 364 days from such then existing Maturity Date. (d) The Additional Credit Commitment of any Lender may be extended with the written consent of such Lender (and if not extended by such Lender shall terminate on the then existing Maturity Date).

Termination of Credit Facility. (a) The Credit Facility shall terminate on the earliest of: of (i) May 30, 2007 (it being agreed by all parties hereto that, as of the Seventh Fourth Amendment Effective Date, such date has been extended to June 5shall be May 28, 20092008), (ii) the date of termination by the Borrower pursuant to Section 2.7, 2.5 or (iii) the date of termination by the Administrative Agent on behalf of the Lenders pursuant to Section 12.2(a), (iv) the date which is ninety-one (91) days prior to the then current maturity date of any Specified Existing Note if on the date which is one hundred twenty (120) days prior to the then current maturity date of such Specified Existing Note either (A) the remaining outstanding principal balance thereof (excluding any such balance as to which sums have been set aside for the payment thereof pursuant to any defeasance or sinking fund or escrow arrangement or similar provisions) is in excess of $75,000,000 or (B) the Aggregate Credit Exposure is in excess of $100,000,000 and the outstanding principal balance of such Specified Existing Note (excluding any such balance as to which sums have been set aside for the payment thereof pursuant to any defeasance or sinking fund or escrow arrangement or similar provisions) has not been paid in full; or (v) the date which is ninety-one (91) days prior to the then current maturity date of any Indebtedness permitted pursuant to Section 12.1(o)(iii) if, on the date which is one hundred twenty (120) days prior to the then current maturity date of such Indebtedness, such Indebtedness has not been paid in full in accordance with the terms of this Agreement or extended or refinanced such that the maturity of such Indebtedness is more than ninety-one (91) days after May 27, 2009 (as such date may be extended pursuant to Section 2.8(b)); provided, that, on an annual basis the Borrower shall be entitled to request an extension of the Credit Facility (other than the EDC Credit Facility or the Fairfax Credit Facility) upon the same terms and conditions as contained herein for an additional 364-day period and thereafter be entitled to request subsequent extensions for 364-day periods, which request shall be granted in the Lenders’ discretion and subject to the provisions of Sections 2.8(b2.6(b) and (c); provided that the following conditions are satisfied (A) no Default or Event of Default has occurred and is continuing, (B) the Credit Facility has not been terminated pursuant to clause (ii), (iii), (iv) or (viii) above, (C) the Borrower provides written notice to the Administrative Agent (the “Extension Notice”) at least ninety (90) days prior to the then existing Maturity Date (the date on which such Extension Notice is delivered, the “Extension Notice Date”) of its request to extend the Credit Facility and (D) each of the conditions set forth in Section 5.3 on the then existing Maturity Date are satisfied by the Borrower. (b) The Administrative Agent shall promptly deliver a copy of the Extension Notice to each Lender upon receipt of same from the Borrower. Each of the Lenders shall within thirty (30) days from the Extension Notice Date (the “Consent Date”) provide written notice to the Administrative Agent of each such Lender’s agreement to extend (any such Lender, a “Consenting Lender”) or not to so extend (any such Lender, a “Non-Consenting Lender”) the then existing Maturity Date. No Lender shall be under any obligation or commitment to extend the then existing Maturity Date and no such obligation or commitment on the part of any Lender shall be inferred from the provisions of this Section 2.82.6. Failure on the part of any Lender to respond to the Extension Notice by the Consent Date shall be deemed to be a refusal of the consent by such Lender to consent to the Extension Notice and such Lender shall be deemed to be a Non-Consenting Lender for purposes of this Section 2.82.6. The Administrative Agent shall provide a written list of the Consenting Lenders and Non-Consenting Lenders to the Borrower and the Lenders promptly following the Consent Date. (c) All Loans of any Non-Consenting Lender shall be subject to the then existing Maturity Date. If Lenders holding Commitment Percentages aggregating less than one hundred percent (100%) of the aggregate Commitments (other than the Additional Credit Commitments) consent to such extension, the Borrower may elect by written notice to the Administrative Agent to (i) continue the Credit Facility for such additional period with an aggregate Commitment equal to the then effective aggregate Commitment less the total Commitments of the Non-Consenting Lenders (provided that such continuation shall be permitted only if the total amount of such Commitments to be continued are equal to or greater than fifty percent (50%) of the total amount of the original Commitments (after giving effect to any assignments pursuant to clause (iii) below)) or (ii) not continue the Credit Facility for such additional period and, in such event, the Extension Notice shall be of no further effect or (iii) require any such Non-Consenting Lender to transfer and assign without recourse (in accordance with the provisions of Section 14.1114.10) its Commitment and other interests, rights and obligations under this Agreement (other than the Additional Credit Commitment) to an Eligible Assignee which consents thereto, which shall assume such obligations upon its consent to assume such obligations; provided that (A) no such assignment shall conflict with any Applicable Law, (B) such assignment shall be at the cost and expense of the Borrower and (C) the purchase price to be paid to such Non-Consenting Lender shall be an amount equal to the outstanding principal amount of the Loans (other than the Additional Credit Loans) of such Non-Consenting Lender plus all interest accrued and unpaid thereon and all other amounts owing to such Non-Consenting Lender thereon. If the extension is granted and the conditions set forth in clause (a) of this Section 2.8 2.6 are satisfied, upon the then existing Maturity Date, the scheduled Maturity Date shall be extended to the date which is 364 days from such then existing Maturity Date. (d) The Additional Credit Commitment of any Lender may be extended with the written consent of such Lender (and if not extended by such Lender shall terminate on the then existing Maturity Date).

Termination of Credit Facility. (a) The Credit Facility shall terminate on the earliest of: of (i) May 30, 2007 (it being agreed by all parties hereto that, as of the Seventh Amendment Effective Date, such date has been extended to June 5, 2009)2007, (ii) the date of termination by the Borrower pursuant to Section 2.7, 2.5 or (iii) the date of termination by the Administrative Agent on behalf of the Lenders pursuant to Section 12.2(a), (iv) the date which is ninety-one (91) days prior to the then current maturity date of any Specified Existing Note if on the date which is one hundred twenty (120) days prior to the then current maturity date of such Specified Existing Note either (A) the remaining outstanding principal balance thereof (excluding any such balance as to which sums have been set aside for the payment thereof pursuant to any defeasance or sinking fund or escrow arrangement or similar provisions) is in excess of $75,000,000 or (B) the Aggregate Credit Exposure is in excess of $100,000,000 and the outstanding principal balance of such Specified Existing Note (excluding any such balance as to which sums have been set aside for the payment thereof pursuant to any defeasance or sinking fund or escrow arrangement or similar provisions) has not been paid in full; or (v) the date which is ninety-one (91) days prior to the then current maturity date of any Indebtedness permitted pursuant to Section 12.1(o)(iii) if, on the date which is one hundred twenty (120) days prior to the then current maturity date of such Indebtedness, such Indebtedness has not been paid in full in accordance with the terms of this Agreement or extended or refinanced such that the maturity of such Indebtedness is more than ninety-one (91) days after May 27, 2009 (as such date may be extended pursuant to Section 2.8(b)); provided, that, on an annual basis the Borrower shall be entitled to request an extension of the Credit Facility (other than the EDC Credit Facility or the Fairfax Credit Facility) upon the same terms and conditions as contained herein for an additional 364-day period and thereafter be entitled to request subsequent extensions for 364-day periods, which request shall be granted in the Lenders’ ' discretion and subject to the provisions of Sections 2.8(b2.6(b) and (c); provided that the following conditions are satisfied (A) no Default or Event of Default has occurred and is continuing, (B) the Credit Facility has not been terminated pursuant to clause (ii), (iii), (iv) or (viii) above, (C) the Borrower provides written notice to the Administrative Agent (the “"Extension Notice”") at least ninety (90) days prior to the then existing Maturity Date (the date on which such Extension Notice is delivered, the “"Extension Notice Date”") of its request to extend the Credit Facility and (D) each of the conditions set forth in Section 5.3 on the then existing Maturity Date are satisfied by the Borrower. (b) The Administrative Agent shall promptly deliver a copy of the Extension Notice to each Lender upon receipt of same from the Borrower. Each of the Lenders shall within thirty (30) days from the Extension Notice Date (the “"Consent Date”") provide written notice to the Administrative Agent of each such Lender’s 's agreement to extend (any such Lender, a “"Consenting Lender”") or not to so extend (any such Lender, a “"Non-Consenting Lender”") the then existing Maturity Date. No Lender shall be under any obligation or commitment to extend the then existing Maturity Date and no such obligation or commitment on the part of any Lender shall be inferred from the provisions of this Section 2.82.6. Failure on the part of any Lender to respond to the Extension Notice by the Consent Date shall be deemed to be a refusal of the consent by such Lender to consent to the Extension Notice and such Lender shall be deemed to be a Non-Consenting Lender for purposes of this Section 2.82.6. The Administrative Agent shall provide a written list of the Consenting Lenders and Non-Consenting Lenders to the Borrower and the Lenders promptly following the Consent Date. (c) All Loans of any Non-Consenting Lender shall be subject to the then existing Maturity Date. If Lenders holding Commitment Percentages aggregating less than one hundred percent (100%) of the aggregate Commitments (other than the Additional Credit Commitments) consent to such extension, the Borrower may elect by written notice to the Administrative Agent to (i) continue the Credit Facility for such additional period with an aggregate Commitment equal to the then effective aggregate Commitment less the total Commitments of the Non-Consenting Lenders (provided that such continuation shall be permitted only if the total amount of such Commitments to be continued are equal to or greater than fifty percent (50%) of the total amount of the original Commitments (after giving effect to any assignments pursuant to clause (iii) below)) or (ii) not continue the Credit Facility for such additional period and, in such event, the Extension Notice shall be of no further effect or (iii) require any such Non-Consenting Lender to transfer and assign without recourse (in accordance with the provisions of Section 14.1114.10) its Commitment and other interests, rights and obligations under this Agreement (other than the Additional Credit Commitment) to an Eligible Assignee which consents thereto, which shall assume such obligations upon its consent to assume such obligations; provided that (A) no such assignment shall conflict with any Applicable Law, (B) such assignment shall be at the cost and expense of the Borrower and (C) the purchase price to be paid to such Non-Consenting Lender shall be an amount equal to the outstanding principal amount of the Loans (other than the Additional Credit Loans) of such Non-Consenting Lender plus all interest accrued and unpaid thereon and all other amounts owing to such Non-Consenting Lender thereon. If the extension is granted and the conditions set forth in clause (a) of this Section 2.8 2.6 are satisfied, upon the then existing Maturity Date, the scheduled Maturity Date shall be extended to the date which is 364 days from such then existing Maturity Date. (d) The Additional Credit Commitment of any Lender may be extended with the written consent of such Lender (and if not extended by such Lender shall terminate on the then existing Maturity Date).

Termination of Credit Facility. (a) The Credit Facility shall terminate on the earliest of: of (ia) May 30April __, 2007 (it being agreed by all parties hereto that, as of the Seventh Amendment Effective Date, such date has been extended to June 5, 2009)1998, (iib) the date of termination by a permanent reduction of the Borrower Aggregate Commitment in whole pursuant to Section 2.72.7(a) or Section 2.7(b), and (iiic) the date of termination by the Administrative Agent on behalf of the Lenders pursuant to Section 12.2(a), (iv) the date which is ninety-one (91) days prior to the then current maturity date of any Specified Existing Note if on the date which is one hundred twenty (120) days prior to the then current maturity date of such Specified Existing Note either (A) the remaining outstanding principal balance thereof (excluding any such balance as to which sums have been set aside for the payment thereof pursuant to any defeasance or sinking fund or escrow arrangement or similar provisions) is in excess of $75,000,000 or (B) the Aggregate Credit Exposure is in excess of $100,000,000 and the outstanding principal balance of such Specified Existing Note (excluding any such balance as to which sums have been set aside for the payment thereof pursuant to any defeasance or sinking fund or escrow arrangement or similar provisions) has not been paid in full; or (v) the date which is ninety-one (91) days prior to the then current maturity date of any Indebtedness permitted pursuant to Section 12.1(o)(iii) if, on the date which is one hundred twenty (120) days prior to the then current maturity date of such Indebtedness, such Indebtedness has not been paid in full in accordance with the terms of this Agreement or extended or refinanced such that the maturity of such Indebtedness is more than ninety-one (91) days after May 27, 2009 (as such date may be extended pursuant to Section 2.8(b)); provided, that, on an annual basis the Borrower shall be entitled to request an extension of the Credit Facility (other than the EDC Credit Facility or the Fairfax Credit Facility) upon the same terms and conditions as contained herein for an additional 364-day period and thereafter be entitled to request subsequent extensions for 364-day periods, which request shall be granted in the Lenders’ discretion and subject to the provisions of Sections 2.8(b) and (c11.2(a); provided that the following conditions are satisfied (A) no Default or Event Borrowers may request on an annual basis a 364-day extension of Default has occurred and is continuing, (B) the Credit Facility has not been terminated pursuant to date set forth in clause (ii), (iii), (iva) or (v) above, (C) the Borrower provides written notice to above by providing the Administrative Agent (and each of the “Extension Notice”) at least Lenders with a written request for such extension not more than ninety (90) days and not fewer than sixty (60) days prior to the then existing Maturity Date (the date on which such Extension Notice is delivered, the “Extension Notice Date”) of its request to extend the Credit Facility and (D) Termination Date; provided further that each such extension shall be subject to the satisfaction by the Borrowers of each of the conditions set forth in Section 5.3 4.3 on the then existing Maturity Date are satisfied by the Borrower. (b) The Administrative Agent shall promptly deliver a copy of the Extension Notice to each Lender upon receipt of same from the BorrowerCredit Facility Termination Date. Each of the Lenders shall within thirty (30) days from the Extension Notice Date (the “Consent Date”) provide written notice to the Administrative Agent on or prior to the thirtieth (30th) day before the then existing Credit Facility Termination Date of each such Lender’s agreement its desire to extend (any such Lender, a “Consenting Lender”) or not to so extend (any such Lender, a “Non-Consenting Lender”) the then existing Maturity Datedate. No Lender shall be under any obligation or commitment to extend the then existing Maturity Date such date and no such obligation or commitment on the part of any Lender shall be inferred from the provisions of this Section 2.8. Failure on the part of any Lender to respond to the Extension Notice such request by the Consent Date required date set forth above shall be deemed to be a refusal denial of such Lender to consent to the Extension Notice and request by such Lender shall be deemed to be a Non-Consenting Lender for purposes of this Section 2.8Lender. The Administrative Agent requested extension shall provide a written list not be granted unless Lenders holding Commitments aggregating at least seventy-five percent (75%) of the Consenting Lenders and Non-Consenting Lenders Aggregate Commitment at such time shall have consented in writing to the Borrower and the Lenders promptly following the Consent Date. (c) All Loans of any Non-Consenting Lender shall be subject to the then existing Maturity Datesuch extension. If Lenders holding Commitment Percentages Commitments aggregating less than one hundred percent (100%) but equal to or greater than seventy-five percent (75%) of the aggregate Commitments (other than the Additional Credit Commitments) Aggregate Commitment consent to such extension, the Borrower Borrowers may elect by written notice to the Administrative Agent and Lenders to (i) continue the Credit Facility for such additional period with an aggregate Aggregate Commitment equal to the then effective aggregate Aggregate Commitment less the total Commitments of the Lenders who have not consented to such an extension ("Non-Consenting Lenders (provided that such continuation shall be permitted only if the total amount of such Commitments to be continued are Lenders") and with a Finnish Mark Commitment equal to or greater than fifty percent (50%) the xxxn effective Finnish Mark Commitment less the totxx xf the individual Finnish Mark Commitments of the total amount of the original Commitments (after giving effect to any assignments pursuant to clause (iii) below)) Non-Coxxxxting Lenders who are Finnish Mark Lenders or (ii) not continue the Credit Facility for such additional period and, in such event, the Extension Notice shall be of no further effect or (iii) require any requirx xxy such Non-Consenting Lender to transfer and assign without recourse (in accordance with the provisions of Section 14.1113.10) its Commitment and other interests, rights and obligations under this Agreement (other than the Additional Credit Commitment) to an Eligible Assignee which (who consents thereto), which shall assume such obligations upon its consent to assume such obligations; provided that (A) no such assignment shall conflict with any Applicable Law, (B) such assignment shall be at the cost and expense of the Borrower Borrowers and (C) the purchase price to be paid to such Non-Consenting NonConsenting Lender shall be an amount equal to the outstanding principal amount of the Loans (other than the Additional Credit Loans) of such Non-Consenting Lender plus all interest accrued and unpaid thereon and all other amounts owing to such Non-Consenting Lender thereon. The Administrative Agent shall provide prompt notice to the Borrowers and the Lenders in writing as to whether the requested extension has been granted and, if applicable, the list of Non-Consenting Lenders. If the extension is granted and granted, upon the conditions then existing Credit Facility Termination Date, the date set forth in clause (a) of this Section 2.8 are satisfied, upon the then existing Maturity Date, the scheduled Maturity Date above shall be extended to the date which is 364 days from such then existing Maturity Date. (d) The Additional Credit Commitment of any Lender may be extended with the written consent of such Lender (and if not extended by such Lender shall terminate on the then existing Maturity Date)current date set forth therein.

Termination of Credit Facility. (a) The Credit Facility shall ------------------------------ terminate on the earliest of: of (ia) May 30February 14, 2007 2000, (it being agreed by all parties hereto that, as b) the date of reduction of the Seventh Amendment Effective DateAggregate Commitment to zero by the Borrower pursuant to Section 2.5, such date has been extended to June 5, 2009), and (iic) the date of termination by the Borrower pursuant to Section 2.7, (iii) the date of termination by the Administrative Agent on behalf of the Lenders pursuant to Section 12.2(a11.2(a); provided, that not earlier than the one hundred and twentieth -------- (120th) day and not later than the ninetieth (90th) day prior to the first anniversary and the second anniversary, respectively, of the Closing Date (the "Extension Date"), the Borrower may, by written notice (ivan "Extension Request") given to the Agent, request that the date set forth in clause (a) above be extended to February 14, 2001. The Agent shall promptly advise each Lender of its receipt of any Extension Request and furnish each Lender with a copy thereof. Each Lender may, in its sole discretion, consent to the requested extension by giving written notice thereof to the Agent not later than the Business Day (the "Extension Confirmation Date") immediately preceding the date which is ninety-one (91) days prior to the then current maturity date of any Specified Existing Note if on the date which is one hundred twenty (120) days prior to the then current maturity date of such Specified Existing Note either (A) the remaining outstanding principal balance thereof (excluding any such balance as to which sums have been set aside for the payment thereof pursuant to any defeasance or sinking fund or escrow arrangement or similar provisions) is in excess of $75,000,000 or (B) the Aggregate Credit Exposure is in excess of $100,000,000 and the outstanding principal balance of such Specified Existing Note (excluding any such balance as to which sums have been set aside for the payment thereof pursuant to any defeasance or sinking fund or escrow arrangement or similar provisions) has not been paid in full; or (v) the date which is ninety-one (91) days prior to the then current maturity date of any Indebtedness permitted pursuant to Section 12.1(o)(iii) if, on the date which is one hundred twenty (120) days prior to the then current maturity date of such Indebtedness, such Indebtedness has not been paid in full in accordance with the terms of this Agreement or extended or refinanced such that the maturity of such Indebtedness is more than ninety-one (91) days after May 27, 2009 (as such date may be extended pursuant to Section 2.8(b)); provided, that, on an annual basis the Borrower shall be entitled to request an extension of the Credit Facility (other than the EDC Credit Facility or the Fairfax Credit Facility) upon the same terms and conditions as contained herein for an additional 364-day period and thereafter be entitled to request subsequent extensions for 364-day periods, which request shall be granted in the Lenders’ discretion and subject to the provisions of Sections 2.8(b) and (c); provided that the following conditions are satisfied (A) no Default or Event of Default has occurred and is continuing, (B) the Credit Facility has not been terminated pursuant to clause (ii), (iii), (iv) or (v) above, (C) the Borrower provides written notice to the Administrative Agent (the “Extension Notice”) at least ninety (90) days prior to the then existing Maturity Date (the date on which such Extension Notice is delivered, the “Extension Notice Date”) of its request to extend the Credit Facility and (D) each of the conditions set forth in Section 5.3 on the then existing Maturity Date are satisfied by the Borrower. (b) The Administrative Agent shall promptly deliver a copy of the Extension Notice to each Lender upon receipt of same from the Borrower. Each of the Lenders shall within thirty (30) days from after receipt of the Extension Notice Date (the “Consent Date”) provide written notice to the Administrative Agent of each such Lender’s agreement to extend (any such Lender, a “Consenting Lender”) or not to so extend (any such Lender, a “Non-Consenting Lender”) the then existing Maturity DateRequest. No Lender shall be under any obligation or commitment to extend the then existing Maturity Date such date and no such obligation or commitment on the part of any Lender shall be inferred from the provisions of this Section 2.82.6. Failure on the part of any Lender to respond to the an Extension Notice Request by the Consent applicable Extension Confirmation Date shall be deemed to be a refusal denial of such Lender to consent to the Extension Notice and request by such Lender shall be deemed to be a Non-Consenting Lender for purposes of this Section 2.8Lender. The Administrative Agent requested extension shall provide a written list not be granted unless 100% of the Consenting Lenders and Non-Consenting Lenders to the Borrower and the Lenders promptly following the Consent Date. (c) All Loans of any Non-Consenting Lender shall be subject to the then existing Maturity Date. If Lenders holding Commitment Percentages aggregating less than one hundred percent (100%) of the aggregate Commitments (other than the Additional Credit Commitments) consent have consented in writing to such extension. In the event that the Agent determines, in its sole and absolute discretion, to approve the requested extension, the Agent shall use its best efforts to assist the Borrower may elect by written notice to in obtaining the Administrative Agent to (i) continue the Credit Facility for such additional period with an aggregate Commitment equal to the then effective aggregate Commitment less the total Commitments approval of 100% of the Non-Consenting Lenders (provided Lenders; provided, that such continuation the Agent shall be permitted only if incur no liability whatsoever for the total amount of such Commitments to be continued are equal to or greater than fifty percent (50%) of the total amount of the original Commitments (after giving effect to any assignments pursuant to clause (iii) below)) or (ii) not continue the Credit Facility for such additional period and, in such event, the Extension Notice shall be of no further effect or (iii) require any such Non-Consenting Lender to transfer and assign without recourse (in accordance with the provisions of Section 14.11) its Commitment and other interests, rights and obligations under this Agreement (other than the Additional Credit Commitment) to an Eligible Assignee which consents thereto, which shall assume such obligations upon its consent to assume such obligations; provided that (A) no such assignment shall conflict with any Applicable Law, (B) such assignment shall be at the cost and expense of the Borrower and (C) the purchase price to be paid to such Non-Consenting Lender shall be an amount equal to the outstanding principal amount of the Loans (other than the Additional Credit Loans) of such Non-Consenting Lender plus all interest accrued and unpaid thereon and all other amounts owing to such Non-Consenting Lender thereon. If the extension is granted and the conditions set forth in clause (a) of this Section 2.8 are satisfied, upon the then existing Maturity Date, the scheduled Maturity Date shall be extended to the date which is 364 days from such then existing Maturity Date. (d) The Additional Credit Commitment -------- failure of any Lender may be extended with the written consent of to approve such Lender (and if not extended by such Lender shall terminate on the then existing Maturity Date)extension.

Termination of Credit Facility. (a) The Credit Facility shall terminate on the earliest of: (i) May 30, 2007 (it being agreed by all parties hereto that, as of the Seventh Amendment Effective Date, such date has been extended to June 5, 2009), (ii) the date of termination by the Borrower pursuant to Section 2.72.5, (iii) the date of termination by the Administrative Agent on behalf of the Lenders pursuant to Section 12.2(a), (iv) the date which is ninety-one (91) days prior to the then current maturity date of any Specified Existing Note if on the date which is one hundred twenty (120) days prior to the then current maturity date of such Specified Existing Note either (A) the remaining outstanding principal balance thereof (excluding any such balance as to which sums have been set aside for the payment thereof pursuant to any defeasance or sinking fund or escrow arrangement or similar provisions) is in excess of $75,000,000 or (B) the Aggregate Credit Exposure is in excess of $100,000,000 and the outstanding principal balance of such Specified Existing Note (excluding any such balance as to which sums have been set aside for the payment thereof pursuant to any defeasance or sinking fund or escrow arrangement or similar provisions) has not been paid in full; or (v) the date which is ninety-one (91) days prior to the then current maturity date of any Indebtedness permitted pursuant to Section 12.1(o)(iii) if, on the date which is one hundred twenty (120) days prior to the then current maturity date of such Indebtedness, such Indebtedness has not been paid in full in accordance with the terms of this Agreement or extended or refinanced such that the maturity of such Indebtedness is more than ninety-one (91) days after May 27, 2009 (as such date may be extended pursuant to Section 2.8(b2.6(b)); provided, that, on an annual basis the Borrower shall be entitled to request an extension of the Credit Facility (other than the EDC Credit Facility or the Fairfax Credit Facility) upon the same terms and conditions as contained herein for an additional 364-day period and thereafter be entitled to request subsequent extensions for 364-day periods, which request shall be granted in the Lenders’ discretion and subject to the provisions of Sections 2.8(b2.6(b) and (c); provided that the following conditions are satisfied (A) no Default or Event of Default has occurred and is continuing, (B) the Credit Facility has not been terminated pursuant to clause (ii), (iii), (iv) or (v) above, (C) the Borrower provides written notice to the Administrative Agent (the “Extension Notice”) at least ninety (90) days prior to the then existing Maturity Date (the date on which such Extension Notice is delivered, the “Extension Notice Date”) of its request to extend the Credit Facility and (D) each of the conditions set forth in Section 5.3 on the then existing Maturity Date are satisfied by the Borrower. (b) The Administrative Agent shall promptly deliver a copy of the Extension Notice to each Lender upon receipt of same from the Borrower. Each of the Lenders shall within thirty (30) days from the Extension Notice Date (the “Consent Date”) provide written notice to the Administrative Agent of each such Lender’s agreement to extend (any such Lender, a “Consenting Lender”) or not to so extend (any such Lender, a “Non-Consenting Lender”) the - then existing Maturity Date. No Lender shall be under any obligation or commitment to extend the then existing Maturity Date and no such obligation or commitment on the part of any Lender shall be inferred from the provisions of this Section 2.82.6. Failure on the part of any Lender to respond to the Extension Notice by the Consent Date shall be deemed to be a refusal of such Lender to consent to the Extension Notice and such Lender shall be deemed to be a Non-Consenting Lender for purposes of this Section 2.82.6. The Administrative Agent shall provide a written list of the Consenting Lenders and Non-Consenting Lenders to the Borrower and the Lenders promptly following the Consent Date. (c) All Loans of any Non-Consenting Lender shall be subject to the then existing Maturity Date. If Lenders holding Commitment Percentages aggregating less than one hundred percent (100%) of the aggregate Commitments (other than the Additional Credit Commitments) consent to such extension, the Borrower may elect by written notice to the Administrative Agent to (i) continue the Credit Facility for such additional period with an aggregate Commitment equal to the then effective aggregate Commitment less the total Commitments of the Non-Consenting Lenders (provided that such continuation shall be permitted only if the total amount of such Commitments to be continued are equal to or greater than fifty percent (50%) of the total amount of the original Commitments (after giving effect to any assignments pursuant to clause (iii) below)) or (ii) not continue the Credit Facility for such additional period and, in such event, the Extension Notice shall be of no further effect or (iii) require any such Non-Consenting Lender to transfer and assign without recourse (in accordance with the provisions of Section 14.1114.10) its Commitment and other interests, rights and obligations under this Agreement (other than the Additional Credit Commitment) to an Eligible Assignee which consents thereto, which shall assume such obligations upon its consent to assume such obligations; provided that (A) no such assignment shall conflict with any Applicable Law, (B) such assignment shall be at the cost and expense of the Borrower and (C) the purchase price to be paid to such Non-Consenting Lender shall be an amount equal to the outstanding principal amount of the Loans (other than the Additional Credit Loans) of such Non-Consenting Lender plus all interest accrued and unpaid thereon and all other amounts owing to such Non-Consenting Lender thereon. If the extension is granted and the conditions set forth in clause (a) of this Section 2.8 2.6 are satisfied, upon the then existing Maturity Date, the scheduled Maturity Date shall be extended to the date which is 364 days from such then existing Maturity Date. (d) The Additional Credit Commitment of any Lender may be extended with the written consent of such Lender (and if not extended by such Lender shall terminate on the then existing Maturity Date).

Termination of Credit Facility. (a) The Credit Facility shall ------------------------------- terminate on the earliest of: of (ia) May 30February 14, 2007 2000, (it being agreed by all parties hereto that, as b) the date of reduction of the Seventh Amendment Effective DateAggregate Commitment to zero by the Borrower pursuant to Section 2.5, such date has been extended to June 5, 2009), and (iic) the date of termination by the Borrower pursuant to Section 2.7, (iii) the date of termination by the Administrative Agent on behalf of the Lenders pursuant to Section 12.2(a11.2(a); provided, that not earlier than the one hundred and twentieth -------- (120th) day and not later than the ninetieth (90th) day prior to the first anniversary and the second anniversary, respectively, of the Closing Date (the "Extension Date"), the Borrower may, by written notice (ivan "Extension Request") given to the Agent, request that the date set forth in clause (a) above be extended to February 14, 2001. The Agent shall promptly advise each Lender of its receipt of any Extension Request and furnish each Lender with a copy thereof. Each Lender may, in its sole discretion, consent to the requested extension by giving written notice thereof to the Agent not later than the Business Day (the "Extension Confirmation Date") immediately preceding the date which is ninety-one (91) days prior to the then current maturity date of any Specified Existing Note if on the date which is one hundred twenty (120) days prior to the then current maturity date of such Specified Existing Note either (A) the remaining outstanding principal balance thereof (excluding any such balance as to which sums have been set aside for the payment thereof pursuant to any defeasance or sinking fund or escrow arrangement or similar provisions) is in excess of $75,000,000 or (B) the Aggregate Credit Exposure is in excess of $100,000,000 and the outstanding principal balance of such Specified Existing Note (excluding any such balance as to which sums have been set aside for the payment thereof pursuant to any defeasance or sinking fund or escrow arrangement or similar provisions) has not been paid in full; or (v) the date which is ninety-one (91) days prior to the then current maturity date of any Indebtedness permitted pursuant to Section 12.1(o)(iii) if, on the date which is one hundred twenty (120) days prior to the then current maturity date of such Indebtedness, such Indebtedness has not been paid in full in accordance with the terms of this Agreement or extended or refinanced such that the maturity of such Indebtedness is more than ninety-one (91) days after May 27, 2009 (as such date may be extended pursuant to Section 2.8(b)); provided, that, on an annual basis the Borrower shall be entitled to request an extension of the Credit Facility (other than the EDC Credit Facility or the Fairfax Credit Facility) upon the same terms and conditions as contained herein for an additional 364-day period and thereafter be entitled to request subsequent extensions for 364-day periods, which request shall be granted in the Lenders’ discretion and subject to the provisions of Sections 2.8(b) and (c); provided that the following conditions are satisfied (A) no Default or Event of Default has occurred and is continuing, (B) the Credit Facility has not been terminated pursuant to clause (ii), (iii), (iv) or (v) above, (C) the Borrower provides written notice to the Administrative Agent (the “Extension Notice”) at least ninety (90) days prior to the then existing Maturity Date (the date on which such Extension Notice is delivered, the “Extension Notice Date”) of its request to extend the Credit Facility and (D) each of the conditions set forth in Section 5.3 on the then existing Maturity Date are satisfied by the Borrower. (b) The Administrative Agent shall promptly deliver a copy of the Extension Notice to each Lender upon receipt of same from the Borrower. Each of the Lenders shall within thirty (30) days from after receipt of the Extension Notice Date (the “Consent Date”) provide written notice to the Administrative Agent of each such Lender’s agreement to extend (any such Lender, a “Consenting Lender”) or not to so extend (any such Lender, a “Non-Consenting Lender”) the then existing Maturity DateRequest. No Lender shall be under any obligation or commitment to extend the then existing Maturity Date such date and no such obligation or commitment on the part of any Lender shall be inferred from the provisions of this Section 2.82.6. Failure on the part of any Lender to respond to the an Extension Notice Request by the Consent applicable Extension Confirmation Date shall be deemed to be a refusal denial of such Lender to consent to the Extension Notice and request by such Lender shall be deemed to be a Non-Consenting Lender for purposes of this Section 2.8Lender. The Administrative Agent requested extension shall provide a written list not be granted unless 100% of the Consenting Lenders and Non-Consenting Lenders to the Borrower and the Lenders promptly following the Consent Date. (c) All Loans of any Non-Consenting Lender shall be subject to the then existing Maturity Date. If Lenders holding Commitment Percentages aggregating less than one hundred percent (100%) of the aggregate Commitments (other than the Additional Credit Commitments) consent have consented in writing to such extension. In the event that the Agent determines, in its sole and absolute discretion, to approve the requested extension, the Agent shall use its best efforts to assist the Borrower may elect by written notice to in obtaining the Administrative Agent to (i) continue the Credit Facility for such additional period with an aggregate Commitment equal to the then effective aggregate Commitment less the total Commitments approval of 100% of the NonLenders; provided, that the Agent shall incur no ------- liability whatsoever for the-Consenting Lenders (provided that such continuation shall be permitted only if the total amount of such Commitments to be continued are equal to or greater than fifty percent (50%) of the total amount of the original Commitments (after giving effect to any assignments pursuant to clause (iii) below)) or (ii) not continue the Credit Facility for such additional period and, in such event, the Extension Notice shall be of no further effect or (iii) require any such Non-Consenting Lender to transfer and assign without recourse (in accordance with the provisions of Section 14.11) its Commitment and other interests, rights and obligations under this Agreement (other than the Additional Credit Commitment) to an Eligible Assignee which consents thereto, which shall assume such obligations upon its consent to assume such obligations; provided that (A) no such assignment shall conflict with any Applicable Law, (B) such assignment shall be at the cost and expense of the Borrower and (C) the purchase price to be paid to such Non-Consenting Lender shall be an amount equal to the outstanding principal amount of the Loans (other than the Additional Credit Loans) of such Non-Consenting Lender plus all interest accrued and unpaid thereon and all other amounts owing to such Non-Consenting Lender thereon. If the extension is granted and the conditions set forth in clause (a) of this Section 2.8 are satisfied, upon the then existing Maturity Date, the scheduled Maturity Date shall be extended to the date which is 364 days from such then existing Maturity Date. (d) The Additional Credit Commitment failure of any Lender may be extended with the written consent of to approve such Lender (and if not extended by such Lender shall terminate on the then existing Maturity Date)extension.

Termination of Credit Facility. (a) The Credit Facility shall terminate on the earliest of: of (ia) May 30December 28, 2007 (it being agreed by all parties hereto that, as of the Seventh Amendment Effective Date, such date has been extended to June 5, 2009)1998, (iib) the date of termination by the Borrower pursuant to Section 2.72.6, and (iiic) the date of termination by the Administrative Agent on behalf of the Lenders pursuant to Section 12.2(a11.2(a), ; provided that the Borrower may request up to three (iv3) one year extensions of the date which is ninety-one set forth in clause (91a) days prior to above by providing the then current maturity date Agent and each of any Specified Existing Note if on the date which is Lenders with a written request for such extensions not more than one hundred twenty (120) days prior to the then current maturity date of such Specified Existing Note either (A) the remaining outstanding principal balance thereof (excluding any such balance as to which sums have been set aside for the payment thereof pursuant to any defeasance or sinking fund or escrow arrangement or similar provisions) is in excess of $75,000,000 or (B) the Aggregate Credit Exposure is in excess of $100,000,000 and the outstanding principal balance of such Specified Existing Note (excluding any such balance as to which sums have been set aside for the payment thereof pursuant to any defeasance or sinking fund or escrow arrangement or similar provisions) has not been paid in full; or (v) the date which is ninety-one (91) days prior to the then current maturity date of any Indebtedness permitted pursuant to Section 12.1(o)(iii) if, on the date which is one hundred twenty (120) days prior to the then current maturity date of such Indebtedness, such Indebtedness has not been paid in full in accordance with the terms of this Agreement or extended or refinanced such that the maturity of such Indebtedness is more fewer than ninety-one (91) days after May 27, 2009 (as such date may be extended pursuant to Section 2.8(b)); provided, that, on an annual basis the Borrower shall be entitled to request an extension of the Credit Facility (other than the EDC Credit Facility or the Fairfax Credit Facility) upon the same terms and conditions as contained herein for an additional 364-day period and thereafter be entitled to request subsequent extensions for 364-day periods, which request shall be granted in the Lenders’ discretion and subject to the provisions of Sections 2.8(b) and (c); provided that the following conditions are satisfied (A) no Default or Event of Default has occurred and is continuing, (B) the Credit Facility has not been terminated pursuant to clause (ii), (iii), (iv) or (v) above, (C) the Borrower provides written notice to the Administrative Agent (the “Extension Notice”) at least ninety (90) days prior to the then existing Maturity Date (the date on which such Extension Notice is delivered, the “Extension Notice Date”) of its request to extend the Credit Facility and (D) each of the conditions set forth in Section 5.3 on the then existing Maturity Date are satisfied by the Borrower. first three (b3) The Administrative Agent shall promptly deliver a copy anniversaries of the Closing Date (each, an "Extension Notice to each Lender upon receipt of same from the BorrowerDate"). Each of the Lenders shall within thirty (30) days from the Extension Notice Date (the “Consent Date”) provide written notice to the Administrative Agent on or prior to the forty-fifth (45th) day before such Extension Date of each such Lender’s agreement its desire to extend (any such Lender, a “Consenting Lender”) or not to so extend (any such Lender, a “Non-Consenting Lender”) the then existing Maturity Datedate. No Lender shall be under any obligation or commitment to extend the then existing Maturity Date such date and no such obligation or commitment on the part of any Lender shall be inferred from the provisions of this Section 2.82.7. Failure on the part of any Lender to respond to the Extension Notice such request by the Consent Date required date set forth above shall be deemed to be a refusal denial of such Lender to consent to the Extension Notice and request by such Lender shall be deemed to be a Non-Consenting Lender for purposes of this Section 2.8Lender. The Administrative Agent requested extension shall provide a written list not be granted unless Lenders holding Commitments aggregating at least 80% of the Consenting Lenders and Non-Consenting Lenders Aggregate Commitment on the Closing Date shall have consented in writing to the Borrower and the Lenders promptly following the Consent Date. (c) All Loans of any Non-Consenting Lender shall be subject to the then existing Maturity Datesuch extension. If Lenders holding Commitment Percentages Commitments aggregating less than one hundred percent (100%) % but equal to or greater than 80% of the aggregate Commitments (other than the Additional Credit Commitments) such Aggregate Commitment consent to such extension, the Borrower may elect by written notice to the Administrative Agent and Lenders to (i) continue the Credit Facility for such additional period with an aggregate Aggregate Commitment equal to the then effective aggregate Aggregate Commitment less the total Commitments of the Non-Lenders who have not consented to such an extension ("Non- Consenting Lenders (provided that such continuation shall be permitted only if the total amount of such Commitments to be continued are equal to or greater than fifty percent (50%) of the total amount of the original Commitments (after giving effect to any assignments pursuant to clause (iii) below)Lenders") or (ii) not continue the Credit Facility for such additional period and, in such event, the Extension Notice shall be of no further effect or (iii) require any such Non-Consenting Lender to transfer and assign without recourse (in accordance with the provisions of Section 14.1113.11) its Commitment and other interests, rights and obligations under this Agreement (other than the Additional Credit Commitment) to an Eligible Assignee which consents theretoAssignee, which shall assume such obligations upon its consent to assume such obligations; provided that (A) no such assignment shall conflict with any Applicable Law, Law and (B) such assignment shall be at the cost and expense of the Borrower. The Agent shall provide prompt notice to the Borrower and (C) the purchase price Lenders in writing as to be paid to such whether the requested extension has been granted and, if applicable, the list of Non-Consenting Lender shall be an amount equal to the outstanding principal amount of the Loans (other than the Additional Credit Loans) of such Non-Consenting Lender plus all interest accrued and unpaid thereon and all other amounts owing to such Non-Consenting Lender thereonLenders. If the extension is granted and granted, upon such Extension Date, the conditions date set forth in clause (a) of this Section 2.8 are satisfied, upon the then existing Maturity Date, the scheduled Maturity Date above shall be extended to the date which is 364 days one (1) year from such then existing Maturity Date. (d) The Additional Credit Commitment of any Lender may be extended with the written consent of such Lender (and if not extended by such Lender shall terminate on the then existing Maturity Date)current date set forth therein.

Termination of Credit Facility. (a) The Credit Facility shall terminate on the earliest of: (i) May 30, 2007 (it being agreed by all parties hereto that, as of the Seventh Amendment Effective Date, such date has been extended to June 5, 2009), (ii) the date of termination by the Borrower pursuant to Section 2.72.5, (iii) the date of termination by the Administrative Agent on behalf of the Lenders pursuant to Section 12.2(a), (iv) the date which is ninety-one (91) days prior to the then current maturity date of any Specified Existing Note if on the date which is one hundred twenty (120) days prior to the then current maturity date of such Specified Existing Note either (A) the remaining outstanding principal balance thereof (excluding any such balance as to which sums have been set aside for the payment thereof pursuant to any defeasance or sinking fund or escrow arrangement or similar provisions) is in excess of $75,000,000 or (B) the Aggregate Credit Exposure is in excess of $100,000,000 and the outstanding principal balance of such Specified Existing Note (excluding any such balance as to which sums have been set aside for the payment thereof pursuant to any defeasance or sinking fund or escrow arrangement or similar provisions) has not been paid in full; or (v) the date which is ninety-one (91) days prior to the then current maturity date of any Indebtedness permitted pursuant to Section 12.1(o)(iii) if, on the date which is one hundred twenty (120) days prior to the then current maturity date of such Indebtedness, such Indebtedness has not been paid in full in accordance with the terms of this Agreement or extended or refinanced such that the maturity of such Indebtedness is more than ninety-one (91) days after May 27, 2009 (as such date may be extended pursuant to Section 2.8(b2.6(b)); provided, that, on an annual basis the Borrower shall be entitled to request an extension of the Credit Facility (other than the EDC Credit Facility or the Fairfax Credit Facility) upon the same terms and conditions as contained herein for an additional 364-day period and thereafter be entitled to request subsequent extensions for 364-day periods, which request shall be granted in the Lenders’ ' discretion and subject to the provisions of Sections 2.8(b2.6(b) and (c); provided that the following conditions are satisfied (A) no Default or Event of Default has occurred and is continuing, (B) the Credit Facility has not been terminated pursuant to clause (ii), (iii), (iv) or (v) above, (C) the Borrower provides written notice to the Administrative Agent (the “"Extension Notice”") at least ninety (90) days prior to the then existing Maturity Date (the date on which such Extension Notice is delivered, the “"Extension Notice Date”") of its request to extend the Credit Facility and (D) each of the conditions set forth in Section 5.3 on the then existing Maturity Date are satisfied by the Borrower. (b) The Administrative Agent shall promptly deliver a copy of the Extension Notice to each Lender upon receipt of same from the Borrower. Each of the Lenders shall within thirty (30) days from the Extension Notice Date (the “"Consent Date”") provide written notice to the Administrative Agent of each such Lender’s 's agreement to extend (any such Lender, a “"Consenting Lender”") or not to so extend (any such Lender, a “"Non-Consenting Lender”") the then existing Maturity Date. No Lender shall be under any obligation or commitment to extend the then existing Maturity Date and no such obligation or commitment on the part of any Lender shall be inferred from the provisions of this Section 2.82.6. Failure on the part of any Lender to respond to the Extension Notice by the Consent Date shall be deemed to be a refusal of such Lender to consent to the Extension Notice and such Lender shall be deemed to be a Non-Consenting Lender for purposes of this Section 2.82.6. The Administrative Agent shall provide a written list of the Consenting Lenders and Non-Consenting Lenders to the Borrower and the Lenders promptly following the Consent Date. (c) All Loans of any Non-Consenting Lender shall be subject to the then existing Maturity Date. If Lenders holding Commitment Percentages aggregating less than one hundred percent (100%) of the aggregate Commitments (other than the Additional Credit Commitments) consent to such extension, the Borrower may elect by written notice to the Administrative Agent to (i) continue the Credit Facility for such additional period with an aggregate Commitment equal to the then effective aggregate Commitment less the total Commitments of the Non-Consenting Lenders (provided that such continuation shall be permitted only if the total amount of such Commitments to be continued are equal to or greater than fifty percent (50%) of the total amount of the original Commitments (after giving effect to any assignments pursuant to clause (iii) below)) or (ii) not continue the Credit Facility for such additional period and, in such event, the Extension Notice shall be of no further effect or (iii) require any such Non-Consenting Lender to transfer and assign without recourse (in accordance with the provisions of Section 14.1114.10) its Commitment and other interests, rights and obligations under this Agreement (other than the Additional Credit Commitment) to an Eligible Assignee which consents thereto, which shall assume such obligations upon its consent to assume such obligations; provided that (A) no such assignment shall conflict with any Applicable Law, (B) such assignment shall be at the cost and expense of the Borrower and (C) the purchase price to be paid to such Non-Consenting Lender shall be an amount equal to the outstanding principal amount of the Loans (other than the Additional Credit Loans) of such Non-Consenting Lender plus all interest accrued and unpaid thereon and all other amounts owing to such Non-Consenting Lender thereon. If the extension is granted and the conditions set forth in clause (a) of this Section 2.8 2.6 are satisfied, upon the then existing Maturity Date, the scheduled Maturity Date shall be extended to the date which is 364 days from such then existing Maturity Date. (d) The Additional Credit Commitment of any Lender may be extended with the written consent of such Lender (and if not extended by such Lender shall terminate on the then existing Maturity Date).

Termination of Credit Facility. (a) The Credit Facility shall terminate on the earliest of: (i) May 30, 2007 (it being agreed by all parties hereto that, as of the Seventh Amendment Effective Date, such date has been extended to June 5, 2009), (ii) the date of termination by the Borrower pursuant to Section 2.72.5, (iii) the date of termination by the Administrative Agent on behalf of the Lenders pursuant to Section 12.2(a), (iv) the date which is ninety-one (91) days prior to the then current maturity date of any Specified Existing Note if on the date which is one hundred twenty (120) days prior to the then current maturity date of such Specified Existing Note either (A) the remaining outstanding principal balance thereof (excluding any such balance as to which sums have been set aside for the payment thereof pursuant to any defeasance or sinking fund or escrow arrangement or similar provisions) is in excess of $75,000,000 or (B) the Aggregate Credit Exposure is in excess of $100,000,000 and the outstanding principal balance of such Specified Existing Note (excluding any such balance as to which sums have been set aside for the payment thereof pursuant to any defeasance or sinking fund or escrow arrangement or similar provisions) has not been paid in full; or (v) the date which is ninety-one (91) days prior to the then current maturity date of any Indebtedness permitted pursuant to Section 12.1(o)(iii) if, on the date which is one hundred twenty (120) days prior to the then current maturity date of such Indebtedness, such Indebtedness has not been paid in full in accordance with the terms of this Agreement or extended or refinanced such that the maturity of such Indebtedness is more than ninety-one (91) days after May 27, 2009 (as such date may be extended pursuant to Section 2.8(b2.6(b)); provided, that, on an annual basis the Borrower shall be entitled to request an extension of the Credit Facility (other than the EDC Credit Facility or the Fairfax Credit Facility) upon the same terms and conditions as contained herein for an additional 364-day period and thereafter be entitled to request subsequent extensions for 364-day periods, which request shall be granted in the Lenders’ ' discretion and subject to the provisions of Sections 2.8(b2.6(b) and (c); provided that the following conditions are satisfied (A) no Default or Event of Default has occurred and is continuing, (B) the Credit Facility has not been terminated pursuant to clause (ii), (iii), (iv) or (v) above, (C) the Borrower provides written notice to the Administrative Agent (the “"Extension Notice”") at least ninety (90) days prior to the then existing Maturity Date (the date on which such Extension Notice is delivered, the “"Extension Notice Date”") of its request to extend the Credit Facility and (D) each of the conditions set forth in Section 5.3 on the then existing Maturity Date are satisfied by the Borrower. (b) The Administrative Agent shall promptly deliver a copy of the Extension Notice to each Lender upon receipt of same from the Borrower. Each of the Lenders shall within thirty (30) days from the Extension Notice Date (the “"Consent Date”") provide written notice to the Administrative Agent of each such Lender’s 's agreement to extend (any such Lender, a “"Consenting Lender”") or not to so extend (any such Lender, a “"Non-Consenting Lender”") the - then existing Maturity Date. No Lender shall be under any obligation or commitment to extend the then existing Maturity Date and no such obligation or commitment on the part of any Lender shall be inferred from the provisions of this Section 2.82.6. Failure on the part of any Lender to respond to the Extension Notice by the Consent Date shall be deemed to be a refusal of such Lender to consent to the Extension Notice and such Lender shall be deemed to be a Non-Consenting Lender for purposes of this Section 2.82.6. The Administrative Agent shall provide a written list of the Consenting Lenders and Non-Consenting Lenders to the Borrower and the Lenders promptly following the Consent Date. (c) All Loans of any Non-Consenting Lender shall be subject to the then existing Maturity Date. If Lenders holding Commitment Percentages aggregating less than one hundred percent (100%) of the aggregate Commitments (other than the Additional Credit Commitments) consent to such extension, the Borrower may elect by written notice to the Administrative Agent to (i) continue the Credit Facility for such additional period with an aggregate Commitment equal to the then effective aggregate Commitment less the total Commitments of the Non-Consenting Lenders (provided that such continuation shall be permitted only if the total amount of such Commitments to be continued are equal to or greater than fifty percent (50%) of the total amount of the original Commitments (after giving effect to any assignments pursuant to clause (iii) below)) or (ii) not continue the Credit Facility for such additional period and, in such event, the Extension Notice shall be of no further effect or (iii) require any such Non-Consenting Lender to transfer and assign without recourse (in accordance with the provisions of Section 14.1114.10) its Commitment and other interests, rights and obligations under this Agreement (other than the Additional Credit Commitment) to an Eligible Assignee which consents thereto, which shall assume such obligations upon its consent to assume such obligations; provided that (A) no such assignment shall conflict with any Applicable Law, (B) such assignment shall be at the cost and expense of the Borrower and (C) the purchase price to be paid to such Non-Consenting Lender shall be an amount equal to the outstanding principal amount of the Loans (other than the Additional Credit Loans) of such Non-Consenting Lender plus all interest accrued and unpaid thereon and all other amounts owing to such Non-Consenting Lender thereon. If the extension is granted and the conditions set forth in clause (a) of this Section 2.8 2.6 are satisfied, upon the then existing Maturity Date, the scheduled Maturity Date shall be extended to the date which is 364 days from such then existing Maturity Date. (d) The Additional Credit Commitment of any Lender may be extended with the written consent of such Lender (and if not extended by such Lender shall terminate on the then existing Maturity Date).

Termination of Credit Facility. (a) The Credit Facility shall terminate on the earliest of: (i) May 30, 2007 (it being agreed by all parties hereto that, as of the Seventh Amendment Effective Date, such date has been extended to June 5, 2009), (ii) the date of termination by the Borrower pursuant to Section 2.72.5, (iii) the date of termination by the Administrative Agent on behalf of the Lenders pursuant to Section 12.2(a), (iv) the date which is ninety-one (91) days prior to the then current maturity date of any Specified Existing Note if on the date which is one hundred twenty (120) days prior to the then current maturity date of such Specified Existing Note either (A) the remaining outstanding principal balance thereof (excluding any such balance as to which sums have been set aside for the payment thereof pursuant to any defeasance or sinking fund or escrow arrangement or similar provisions) is in excess of $75,000,000 or (B) the Aggregate Credit Exposure is in excess of $100,000,000 and the outstanding principal balance of such Specified Existing Note (excluding any such balance as to which sums have been set aside for the payment thereof pursuant to any defeasance or sinking fund or escrow arrangement or similar provisions) has not been paid in full; or (v) the date which is ninety-one (91) days prior to the then current maturity date of any Indebtedness permitted pursuant to Section 12.1(o)(iii) if, on the date which is one hundred twenty (120) days prior to the then current maturity date of such Indebtedness, such Indebtedness has not been paid in full in accordance with the terms of this Agreement or extended or refinanced such that the maturity of such Indebtedness is more than ninety-one (91) days after May 27, 2009 (as such date may be extended pursuant to Section 2.8(b2.6(b)); provided, that, on an annual basis the Borrower shall be entitled to request an extension of the Credit Facility (other than the EDC Credit Facility or the Fairfax Credit Facility) upon the same terms and conditions as contained herein for an additional 364-day period and thereafter be entitled to request subsequent extensions for 364-day periods, which request shall be granted in the Lenders’ discretion and subject to the provisions of Sections 2.8(b2.6(b) and (c); provided that the following conditions are satisfied (A) no Default or Event of Default has occurred and is continuing, (B) the Credit Facility has not been terminated pursuant to clause (ii), (iii), (iv) or (v) above, (C) the Borrower provides written notice to the Administrative Agent (the “Extension Notice”) at least ninety (90) days prior to the then existing Maturity Date (the date on which such Extension Notice is delivered, the “Extension Notice Date”) of its request to extend the Credit Facility and (D) each of the conditions set forth in Section 5.3 on the then existing Maturity Date are satisfied by the Borrower. (b) The Administrative Agent shall promptly deliver a copy of the Extension Notice to each Lender upon receipt of same from the Borrower. Each of the Lenders shall within thirty (30) days from the Extension Notice Date (the “Consent Date”) provide written notice to the Administrative Agent of each such Lender’s agreement to extend (any such Lender, a “Consenting Lender”) or not to so extend (any such Lender, a “Non-Consenting Lender”) the then existing Maturity Date. No Lender shall be under any obligation or commitment to extend the then existing Maturity Date and no such obligation or commitment on the part of any Lender shall be inferred from the provisions of this Section 2.82.6. Failure on the part of any Lender to respond to the Extension Notice by the Consent Date shall be deemed to be a refusal of such Lender to consent to the Extension Notice and such Lender shall be deemed to be a Non-Consenting Lender for purposes of this Section 2.82.6. The Administrative Agent shall provide a written list of the Consenting Lenders and Non-Consenting Lenders to the Borrower and the Lenders promptly following the Consent Date. (c) All Loans of any Non-Consenting Lender shall be subject to the then existing Maturity Date. If Lenders holding Commitment Percentages aggregating less than one hundred percent (100%) of the aggregate Commitments (other than the Additional Credit Commitments) consent to such extension, the Borrower may elect by written notice to the Administrative Agent to (i) continue the Credit Facility for such additional period with an aggregate Commitment equal to the then effective aggregate Commitment less the total Commitments of the Non-Consenting Lenders (provided that such continuation shall be permitted only if the total amount of such Commitments to be continued are equal to or greater than fifty percent (50%) of the total amount of the original Commitments (after giving effect to any assignments pursuant to clause (iii) below)) or (ii) not continue the Credit Facility for such additional period and, in such event, the Extension Notice shall be of no further effect or (iii) require any such Non-Consenting Lender to transfer and assign without recourse (in accordance with the provisions of Section 14.1114.10) its Commitment and other interests, rights and obligations under this Agreement (other than the Additional Credit Commitment) to an Eligible Assignee which consents thereto, which shall assume such obligations upon its consent to assume such obligations; provided that (A) no such assignment shall conflict with any Applicable Law, (B) such assignment shall be at the cost and expense of the Borrower and (C) the purchase price to be paid to such Non-Consenting Lender shall be an amount equal to the outstanding principal amount of the Loans (other than the Additional Credit Loans) of such Non-Consenting Lender plus all interest accrued and unpaid thereon and all other amounts owing to such Non-Consenting Lender thereon. If the extension is granted and the conditions set forth in clause (a) of this Section 2.8 2.6 are satisfied, upon the then existing Maturity Date, the scheduled Maturity Date shall be extended to the date which is 364 days from such then existing Maturity Date. (d) The Additional Credit Commitment of any Lender may be extended with the written consent of such Lender (and if not extended by such Lender shall terminate on the then existing Maturity Date).