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 2.5, (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 2.6(b)); provided, that, on an annual basis the Borrower shall be entitled to request an extension of the 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 2.6(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.

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 2.52.7, (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 2.6(b2.8(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 2.6(b2.8(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.

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 2.5, (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 2.6(b)); provided, that, on an annual basis the Borrower shall be entitled to request an extension of the 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 2.6(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.

Termination of Credit Facility. The Borrowers may terminate this Agreement upon at least ten Business Days prior written notice thereof to the Agents, upon (a) The the payment in full of all outstanding Revolving Loans, together with accrued and unpaid interest thereon, and the cancellation and return of all outstanding Letters of Credit Facility shall terminate on (or alternatively with respect to each such Letter of Credit, the earliest of: (i) May 30, 2007 (it being agreed furnishing to the Collateral Agent of either a Supporting Cash Deposit or a Supporting Letter of Credit as required by all parties hereto that, as of the Seventh Amendment Effective Date, such date has been extended to June 5, 2009Section 2.4(g)), (iib) the date payment of termination by the Borrower Early Termination Fee defined in the following sentence (if applicable), and (c) the payment in full of all reimbursable expenses and other Obligations (including any amount due under Section 5.4) together with accrued and unpaid interest thereon. Subject to Section 3.3, if this Agreement is terminated at any time prior to the second Anniversary Date, whether pursuant to this Section or pursuant to Section 2.511.2, (iii) the date of termination by Borrowers shall pay to the Administrative Agent on behalf Agent, for the account of the Lenders pursuant to Section 12.2(a)Lenders, an early termination fee (ivthe “Early Termination Fee”) 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 determined in accordance with the following table: Period during which early termination occurs Early Termination Fee On or prior to the first Anniversary Date 1.00% of the Maximum Revolver Amount After the first Anniversary Date, but prior to the second Anniversary Date 0.50% of the Maximum Revolver Amount Notwithstanding the foregoing, no such Early Termination Fee shall be payable in the event this Agreement is terminated in connection with refinancing of the Obligations in a transaction in which (i) BofA or any of its Affiliates and (ii) Wachovia or any of its Affiliates jointly arrange replacement financing; provided that each Lender (other than BofA and Wachovia) shall continue to be entitled to its Pro Rata Share of such Early Termination Fee unless such Lender shall have been given the opportunity to participate in such replacement financing and such replacement financing shall be on market terms or terms materially the same as 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 credit facility. The Maximum Revolver Amount shall not be extended pursuant to Section 2.6(b)); provided, that, on an annual basis the Borrower shall be entitled to request an extension reduced except in connection with termination of the Credit Facility upon the same terms Commitments and conditions payment in full of all Obligations 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 provided by this Section 4.2 or as otherwise provided in the Lenders’ discretion and subject to the provisions of Sections 2.6(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), (ivSection 4.3(f) 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 Borrower11.2.

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 2.52.7(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 2.6(b)); provided, that, on an annual basis the Borrower shall be entitled to request an extension of the 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 2.6(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 Credit Facility Termination Date. Each of the Lenders shall provide written notice to the Administrative Agent on or prior to the thirtieth (30th) day before the then existing Credit Facility Termination Date are satisfied of its desire to extend or not to so extend such date. No Lender shall be under any obligation or commitment to extend 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 such request by the Borrowerrequired date set forth above shall be deemed to be a denial of such request by such Lender. The requested extension shall not be granted unless Lenders holding Commitments aggregating at least seventy-five percent (75%) of the Aggregate Commitment at such time shall have consented in writing to such extension. If Lenders holding Commitments aggregating less than one hundred percent (100%) but equal to or greater than seventy-five percent (75%) of the Aggregate Commitment consent to such extension, the 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 Commitment equal to the then effective Aggregate Commitment less the total Commitments of Lenders who have not consented to such an extension ("Non-Consenting Lenders") and with a Finnish Mark Commitment equal to the xxxn effective Finnish Mark Commitment less the totxx xf the individual Finnish Mark Commitments of Non-Coxxxxting Lenders who are Finnish Mark Lenders or (ii) requirx xxy such Non-Consenting Lender to transfer and assign without recourse (in accordance with the provisions of Section 13.10) its Commitment and other interests, rights and obligations under this Agreement to an Eligible Assignee (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 Borrowers and (C) the purchase price to be paid to such NonConsenting Lender shall be an amount equal to the outstanding principal amount of the 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, upon the then existing Credit Facility Termination Date, the date set forth in clause (a) above shall be extended to the date which is 364 days from the then 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 (it being agreed by all parties hereto that, as of the Seventh Amendment Effective Date, such date has been extended to June 5, 2009)2000, (iib) the date of termination reduction of the Aggregate Commitment to zero by the Borrower pursuant to Section 2.5, 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 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 thirty (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 (9130) days after May 27, 2009 (as receipt of the Extension Request. No Lender shall be under any obligation or commitment to extend such date may and no such obligation or commitment on the part of any Lender shall be extended pursuant inferred from the provisions of this Section 2.6. Failure on the part of any Lender to Section 2.6(b))respond to an Extension Request by the applicable Extension Confirmation Date shall be deemed to be a denial of such request by such Lender. The requested extension shall not be granted unless 100% of the Lenders shall 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 in obtaining the approval of 100% of the Lenders; provided, that, on an annual basis the Borrower shall be entitled to request an extension of the 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 2.6(b) and (c); provided that the following conditions are satisfied (A) Agent shall incur no Default or Event ------- liability whatsoever for the-failure of Default has occurred and is continuing, (B) the Credit Facility has not been terminated pursuant any Lender 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 approve 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 Borrowerextension.

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 2.52.6, 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 2.6(b)); provided, that, on an annual basis the Borrower shall be entitled to request an extension of the 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 2.6(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 each of the then existing Maturity first three (3) anniversaries of the Closing Date (each, an "Extension Date"). Each of the date Lenders shall provide written notice to the Agent on which or prior to the forty-fifth (45th) day before such Extension Notice is deliveredDate of its desire to extend or not to so extend such date. No Lender shall be under any obligation or commitment to extend such date and no such obligation or commitment on the part of any Lender shall be inferred from the provisions of this Section 2.7. Failure on the part of any Lender to respond to such request by the required date set forth above shall be deemed to be a denial of such request by such Lender. The requested extension shall not be granted unless Lenders holding Commitments aggregating at least 80% of the Aggregate Commitment on the Closing Date shall have consented in writing to such extension. If Lenders holding Commitments aggregating less than 100% but equal to or greater than 80% of such Aggregate Commitment consent to such extension, the “Extension Notice Date”Borrower may elect by written notice to the Agent and Lenders to (i) of its request to extend continue the Credit Facility for such additional period with an Aggregate Commitment equal to the then effective Aggregate Commitment less the total Commitments of Lenders who have not consented to such an extension ("Non- Consenting Lenders") or (ii) require any such Non-Consenting Lender to transfer and assign without recourse (in accordance with the provisions of Section 13.11) its Commitment and other interests, rights and obligations under this Agreement to an Eligible Assignee, which shall assume such obligations; provided that (A) no such assignment shall conflict with any Applicable Law and (DB) each such assignment shall be at the expense of the conditions Borrower. The Agent shall provide prompt notice to the Borrower 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, upon such Extension Date, the date set forth in Section 5.3 on clause (a) above shall be extended to the date which is one (1) year from the then existing Maturity Date are satisfied by the Borrowercurrent date set forth therein.