Common use of Extension Clause in Contracts

Extension. The Completion Date will not be extended unless the Purchaser shall have at least fourteen (14) days before the Completion Date applied in writing for an extension of time to the Assignee/Bank and the Assignee/Bank may at its absolute discretion without assigning any reason whatsoever either:- (a) reject such request in which event the Deposit (together with the interest (if any) earned thereon) shall be forfeited absolutely and immediately for which the Purchaser shall not be entitled to nor have any or further reimbursements, claims and demands whatsoever in nature and howsoever caused against the Assignee/Bank, the Assignee/Bank's Solicitors, the Auctioneer or their respective servants or agents and any other party on account thereof; or (b) agree to grant an extension of time subject to conditions imposed by the Assignee/Bank including but not limited to the imposition of non- refundable late payment interest on the balance unpaid or outstanding Purchase Price at such rate as the Assignee/Bank shall determine and to be calculated on a daily basis for the whole duration of the extended period granted and also to pay such sum within the time and in the manner as stipulated by the Assignee/Bank. Such decision by the Assignee/Bank shall be binding on the Purchaser. In the event that the Purchaser fails to pay the Balance Sum within the time or extended time as the case may be and in the manner as stipulated in Clauses 7.1 above and this Clause 7.2, the Deposit together with the interest (if any) earned thereon or paid under this Clause 7.2 shall be forfeited by the Assignee/Bank and the Property may again be put up for sale at a date and time to be fixed by the Assignee/Bank. The costs and expenses incidental to such resale together with any deficiency in the price obtained in the resale comparing to the price obtained in the aforesaid sale shall be recoverable from the defaulting Purchaser. A certificate by an officer of the Assignee/Bank / Bank as to costs and expenses incidental to such resale shall be accepted by the Purchaser as correct and conclusive.

Extension. The Completion Date will not be extended unless the Purchaser shall have at least fourteen (14) days before the Completion Date applied in writing for an extension of time to the Assignee/Bank and the Assignee/Bank may at its absolute discretion without assigning any reason whatsoever either:- (a) reject such request in which event the Deposit (together with the interest (if any) earned thereon) shall be forfeited absolutely and immediately for which the Purchaser shall not be entitled to nor have any or further reimbursements, claims and demands whatsoever in nature and howsoever caused against the Assignee/Bank, the Assignee/Bank's Solicitors, the Auctioneer or their respective servants or agents and any other party on account thereof; or (b) agree to grant an extension of time subject to conditions imposed by the Assignee/Bank including but not limited to the imposition of non- refundable late payment interest on the balance unpaid or outstanding Purchase Price at such rate as the Assignee/Bank shall determine and to be calculated on a daily basis for the whole duration of the extended period granted and also to pay such sum within the time and in the manner as stipulated by the Assignee/Bank. Such decision by the Assignee/Bank shall be binding on the Purchaser. In the event that the Purchaser fails to pay the Balance Sum within the time or extended time as the case may be and in the manner as stipulated in Clauses 7.1 above and this Clause 7.2, the Deposit together with the interest (if any) earned thereon or paid under this Clause 7.2 shall be forfeited by the Assignee/Bank and the Property may again be put up for sale at a date and time to be fixed by the Assignee/Bank. The costs and expenses incidental to such resale together with any deficiency in the price obtained in the resale comparing to the price obtained in the aforesaid sale shall be recoverable from the defaulting Purchaser. A certificate by an officer of the Assignee/Bank / Bank as to costs and expenses incidental to such resale shall be accepted by the Purchaser as correct and conclusive.

Extension. The Completion Date will not be extended unless the Purchaser shall have at least fourteen (14) days before the Completion Date applied in writing for an extension of time to the Assignee/Bank and the Assignee/Bank may at its absolute discretion without assigning any reason whatsoever either:- (a) reject such request in which event the Deposit (together with the interest (if any) earned thereon) shall be forfeited absolutely and immediately for which the Purchaser shall not be entitled to nor have any or further reimbursements, claims and demands whatsoever in nature and howsoever caused against the Assignee/Bank, the Assignee/Bank's Solicitors, the Auctioneer or their respective servants or agents and any other party on account thereof; or (b) agree to grant an extension of time subject to conditions imposed by the Assignee/Bank including but not limited to the imposition of non- refundable nonrefundable late payment interest on the balance unpaid or outstanding Purchase Price at such rate as the Assignee/Bank shall determine and to be calculated on a daily basis for the whole duration of the extended period granted and also to pay such sum within the time and in the manner as stipulated by the Assignee/Bank. Such decision by the Assignee/Bank shall be binding on the Purchaser. In the event that the Purchaser fails to pay the Balance Sum within the time or extended time as the case may be and in the manner as stipulated in Clauses Clauses 7.1 above and this Clause 7.2, the Deposit together with the interest (if any) earned thereon or paid under this Clause 7.2 shall be forfeited by the Assignee/Bank and the Property may again be put up for sale at a date and time to be fixed by the Assignee/Bank. The costs and expenses incidental to such resale together with any deficiency in the price obtained in the resale comparing to the price obtained in the aforesaid sale shall be recoverable from the defaulting Purchaser. A certificate by an officer of the Assignee/Bank / Bank as to costs and expenses incidental to such resale shall be accepted by the Purchaser as correct and conclusive.

Extension. The Completion Date will not be extended unless the Purchaser shall have at least fourteen (14) days before the Completion Date applied in writing for an extension of time to the Assignee/Bank Assignee and the Assignee/Bank Assignee may at its absolute discretion without assigning any reason whatsoever either:- (a) reject such request in which event the Deposit (together with the interest (if any) earned thereon) shall be forfeited absolutely and immediately for which the Purchaser shall not be entitled to nor have any or further reimbursements, claims and demands whatsoever in nature and howsoever caused against the Assignee/Bank, the Assignee/Bank's Solicitors, the Auctioneer or their respective servants or agents and any other party on account thereof; or (b) agree to grant an extension of time subject to conditions imposed by the Assignee/Bank Assignee including but not limited to the imposition of non- refundable late payment interest on the balance unpaid or outstanding Purchase Price at such rate as the Assignee/Bank Assignee shall determine and to be calculated on a daily basis for the whole duration of the extended period granted and also to pay such sum within the time and in the manner as stipulated by the Assignee/Bank. Such decision by the Assignee/Bank Assignee shall be binding on the Purchaser. In the event that the Purchaser fails to pay the Balance Sum within the time or extended time as the case may be and in the manner as stipulated in Clauses 7.1 above and this Clause 7.2, the Deposit together with the interest (if any) earned thereon or paid under this Clause 7.2 shall be forfeited by the Assignee/Bank Assignee and the Property may again be put up for sale at a date and time to be fixed by the Assignee/Bank. The costs and expenses incidental to such resale together with any deficiency in the price obtained in the resale comparing to the price obtained in the aforesaid sale shall be recoverable from the defaulting Purchaser. A certificate by an officer of the Assignee/Bank Assignee / Bank as to costs and expenses incidental to such resale shall be accepted by the Purchaser as correct and conclusive.

Extension. The Completion Date will So long as Lessee shall not be extended unless have exercised its option to return the Purchaser Equipment or its purchase option pursuant to this Section 9, and provided that Lessee shall have at least fourteen exercised its option to renew this Agreement pursuant to this Section 9 with respect to all available Renewal Terms, Lessee shall have the option, upon the expiration of all available Renewal Terms of each Schedule, and subject to Paragraph (14e) days before below, to extend the Completion Date applied in writing Agreement with respect to all, but not less than all, of the Equipment described on such Schedule for an extension additional term of time twelve (12) months (the "Extension Term") at a monthly rental to be paid in arrears on the same day of each month on which the prior Renewal Term Rent installment was paid, and calculated as the product of (i) the Capitalized Lessor's Cost, times (ii) a lease rate factor calculated by Lessor, which when so multiplied times the Capitalized Lessor's Cost, will result in a product that is equal to the Assignee/Bank and amount necessary to fully repay to Lessor any unpaid balance of the Assignee/Bank may at its absolute discretion without assigning any reason whatsoever either:- Capitalized Lessor's Cost (adetermined as of the date on which the last available Renewal Term expired) reject such request in which event the Deposit twelve (12) equal monthly installments, together with interest thereon at the Extension Term Interest Rate specified in the Schedule. At the end of the Extension Term, provided that Lessee is not then in Default under this Agreement, Lessee shall purchase all, and not less than all, of such Equipment described on such Schedule for $1.00 cash, together with all Rent and other sums then due on such date, plus all taxes and charges upon transfer and all other reasonable and documented expenses incurred by Lessor in connection with such transfer. Upon satisfaction of the conditions specified in this Paragraph, Lessor will transfer, on an AS IS BASIS, all of Lessor's interest (if any) earned thereon) shall be forfeited absolutely in and immediately for which to the Purchaser Equipment. Lessor shall not be entitled required to nor have make and may specifically disclaim any representation or further reimbursements, claims and demands whatsoever in nature and howsoever caused against warranty as to the Assignee/Bank, condition of the Assignee/Bank's Solicitors, the Auctioneer or their respective servants or agents Equipment and any other party on account thereof; or matters (b) agree to grant an extension of time subject to conditions imposed by the Assignee/Bank including but not limited to the imposition of non- refundable late payment except that Lessor shall warrant that it has conveyed whatever interest on the balance unpaid or outstanding Purchase Price at such rate as the Assignee/Bank shall determine and to be calculated on a daily basis for the whole duration of the extended period granted and also to pay such sum within the time and it received in the manner as stipulated Equipment free and clear of any lien or encumbrance created by the Assignee/Bank. Such decision by the Assignee/Bank shall be binding on the Purchaser. In the event that the Purchaser fails to pay the Balance Sum within the time or extended time as the case may be and in the manner as stipulated in Clauses 7.1 above and this Clause 7.2, the Deposit together with the interest (if any) earned thereon or paid under this Clause 7.2 shall be forfeited by the Assignee/Bank and the Property may again be put up for sale at a date and time to be fixed by the Assignee/Bank. The costs and expenses incidental to such resale together with any deficiency in the price obtained in the resale comparing to the price obtained in the aforesaid sale shall be recoverable from the defaulting Purchaser. A certificate by an officer of the Assignee/Bank / Bank as to costs and expenses incidental to such resale shall be accepted by the Purchaser as correct and conclusiveLessor).

Extension. The Completion Date will not be extended unless the Purchaser shall have at least fourteen (14) days before the Completion Date applied in writing for an extension of time to the Assignee/Bank Assignee and the Assignee/Bank Assignee may at its absolute discretion without assigning any reason whatsoever either:- (a) reject such request in which event the Deposit (together with the interest (if any) earned thereon) shall be forfeited absolutely and immediately for which the Purchaser shall not be entitled to nor have any or further reimbursements, claims and demands whatsoever in nature and howsoever caused against the Assignee/Bank, the Assignee/Bank's Solicitors, the Auctioneer or their respective servants or agents and any other party on account thereof; or (b) agree to grant an extension of time subject to conditions imposed by the Assignee/Bank Assignee including but not limited to the imposition of non- refundable nonrefundable late payment interest on the balance unpaid or outstanding Purchase Price at such rate as the Assignee/Bank Assignee shall determine and to be calculated on a daily basis for the whole duration of the extended period granted and also to pay such sum within the time and in the manner as stipulated by the Assignee/Bank. Such decision by the Assignee/Bank Assignee shall be binding on the Purchaser. In the event that the Purchaser fails to pay the Balance Sum within the time or extended time as the case may be and in the manner as stipulated in Clauses 7.1 above and this Clause 7.2, the Deposit together with the interest (if any) earned thereon or paid under this Clause 7.2 shall be forfeited by the Assignee/Bank Assignee and the Property may again be put up for sale at a date and time to be fixed by the Assignee/Bank. The costs and expenses incidental to such resale together with any deficiency in the price obtained in the resale comparing to the price obtained in the aforesaid sale shall be recoverable from the defaulting Purchaser. A certificate by an officer of the Assignee/Bank Assignee / Bank as to costs and expenses incidental to such resale shall be accepted by the Purchaser as correct and conclusive.

Extension. The Completion Date will not be extended unless the Purchaser shall have at least fourteen (14) days before the Completion Date applied in writing for an extension of time to the Assignee/Bank and the Assignee/Bank may at its absolute discretion without assigning any reason whatsoever either:- (a) reject such request in which event the Deposit (together with the interest (if any) earned thereon) shall be forfeited absolutely and immediately for which the Purchaser shall not be entitled to nor have any or further reimbursements, claims and demands whatsoever in nature and howsoever caused against the Assignee/Bank, the Assignee/Bank's Solicitors, the Auctioneer or their respective servants or agents and any other party on account thereof; or (b) agree to grant an extension of time subject to conditions imposed by the Assignee/Bank including but not limited to the imposition of non- refundable nonrefundable late payment interest on the balance unpaid or outstanding Purchase Price at such rate as the Assignee/Bank shall determine and to be calculated on a daily basis for the whole duration of the extended period granted and also to pay such sum within the time and in the manner as stipulated by the Assignee/Bank. Such decision by the Assignee/Bank shall be binding on the Purchaser. In the event that the Purchaser fails to pay the Balance Sum within the time or extended time as the case may be and in the manner as stipulated in Clauses 7.1 above and this Clause 7.2, the Deposit together with the interest (if any) earned thereon or paid under this Clause 7.2 shall be forfeited by the Assignee/Bank and the Property may again be put up for sale at a date and time to be fixed by the Assignee/Bank. The costs and expenses incidental to such resale together with any deficiency in the price obtained in the resale comparing to the price obtained in the aforesaid sale shall be recoverable from the defaulting Purchaser. A certificate by an officer of the Assignee/Bank / Bank as to costs and expenses incidental to such resale shall be accepted by the Purchaser as correct and conclusive.

Extension. The Completion Date will If, and only, if the Buyer shall have deposited the Additional Funds with the Escrow Agent on or before the tenth day following the date hereof, and Buyer is not then in breach of any of its representations, warranties, covenants and obligations contained herein in any material respect, the date for the Closing may be extended unless past the Purchaser shall have at least fourteen Scheduled Closing Date by Buyer (14) days by written notice to Seller on or before the Completion Date applied in writing for an extension Scheduled Closing Date) to a date on or before May 18, 2006 if the approval by the shareholders of time Buyer Parent with respect to the Assignee/Bank and the Assignee/Bank may at its absolute discretion without assigning any reason whatsoever either:- (a) reject such request in which event the Deposit (together with the interest (if any) earned thereon) shall be forfeited absolutely and immediately for which the Purchaser shall transactions contemplated hereby have not be entitled to nor have any or further reimbursements, claims and demands whatsoever in nature and howsoever caused against the Assignee/Bank, the Assignee/Bank's Solicitors, the Auctioneer or their respective servants or agents and any other party on account thereof; or (b) agree to grant an extension of time subject to conditions imposed by the Assignee/Bank including but not limited been obtained prior to the imposition of non- refundable late payment interest on Scheduled Closing Date or if a terrorist attack occurs that causes Buyer’s lender to refuse to fund monies for the balance unpaid or outstanding Purchase Price at such rate as the Assignee/Bank shall determine and to be calculated on a daily basis for the whole duration of the extended period granted and also Scheduled Closing Date or causes the shareholders of Buyer Parent to pay such sum within revoke their approval of the time and in the manner as stipulated by the Assignee/Bank. Such decision by the Assignee/Bank shall be binding on the Purchasertransactions contemplated hereby. In the event that Buyer shall not have deposited the Purchaser fails to pay Additional Funds with the Balance Sum within Escrow Agent on or before the time or extended time as tenth day following the case date hereof, and Buyer is not then in breach of any of its representations, warranties, covenants and obligations contained herein in any material respect, the date for the Closing may be extended past the Scheduled Closing Date by Buyer (by written notice to Seller on or before the Scheduled Closing Date) to a date on or before May 18, 2006 if a terrorist attack occurs that causes Buyer’s lender to refuse to fund monies for the Purchase Price as of the Scheduled Closing Date or causes the shareholders of Buyer Parent to revoke their approval of the transactions contemplated hereby. If the date for Closing is so extended by Buyer pursuant to this Section 11.02, Buyer and in Seller shall execute and deliver joint written instructions to the manner as stipulated in Clauses 7.1 above and this Clause 7.2, Escrow Agent to deliver the Deposit together with the interest (if any) earned thereon or paid under this Clause 7.2 shall be forfeited by the Assignee/Bank and the Property may again be put up for sale at a date and time to be fixed by the Assignee/Bank. The costs and expenses incidental Seller to such resale together with any deficiency in the price obtained in the resale comparing hold, subject to the price obtained in the aforesaid sale shall be recoverable from the defaulting Purchaser. A certificate by an officer provisions of the Assignee/Bank / Bank as to costs and expenses incidental to such resale shall be accepted by the Purchaser as correct and conclusiveSection 2.02.

Extension. The Completion Date will If Lessee shall not be extended unless have exercised its option to return the Purchaser Equipment or its purchase option pursuant to this Section, and provided that Lessee shall have exercised its option to renew this Agreement pursuant to this Section with respect to all available Renewal Terms, with Lessor's prior written consent (which may be withheld at least fourteen (14Lessor's sole discretion) days before Lessee shall have the Completion Date applied in writing option, upon the expiration of all available Renewal Terms, to extend the Agreement with respect to all, but not less than all, of the Equipment for an extension additional term of time twelve (12) months (the "EXTENSION TERM") at a monthly rental to be paid in arrears on the same day of each month on which the prior Renewal Term Rent installment was paid, and calculated as the product of (i) the Capitalized Lessor's Cost, TIMES (ii) a lease rate factor calculated by Lessor, which when so multiplied times the Capitalized Lessor's Cost, will result in a product that is equal to the Assignee/Bank and amount necessary to fully repay to Lessor any unpaid balance of the Assignee/Bank may at its absolute discretion without assigning any reason whatsoever either:- Capitalized Lessor's Cost (a) reject such request in determined as of the date on which event the Deposit (last available Renewal Term expired), together with interest thereon at a rate per annum equal to six hundred twenty-five (625) basis points over the then current yield to maturity of U.S. Treasury Notes having a one year maturity, in twelve (12) equal monthly installments. At the end of the Extension Term, Lessee shall purchase all, and not less than all, of such Equipment for $1.00 cash, together with all Rent and other sums then due on such date (including, without limitation, any enforcement costs incurred by Lessor as a result of the occurrence of an Event of Default), plus all Collateral Taxes upon transfer and all other reasonable and documented expenses incurred by Lessor in connection with such transfer. Upon satisfaction of the conditions specified in this Paragraph, Lessor will transfer, on an AS IS BASIS (except as provided in the following sentence), all of Lessor's interest (if any) earned thereon) shall be forfeited absolutely in and immediately for which to the Purchaser Equipment. Lessor shall not be entitled required to nor have make and may specifically disclaim any representation or further reimbursements, claims and demands whatsoever in nature and howsoever caused against warranty as to the Assignee/Bank, condition of the Assignee/Bank's Solicitors, the Auctioneer or their respective servants or agents Equipment and any other party on account thereof; or matters (b) agree to grant an extension of time subject to conditions imposed by the Assignee/Bank including but not limited to the imposition of non- refundable late payment except that Lessor shall warrant that it has conveyed whatever interest on the balance unpaid or outstanding Purchase Price at such rate as the Assignee/Bank shall determine and to be calculated on a daily basis for the whole duration of the extended period granted and also to pay such sum within the time and it received in the manner as stipulated Equipment free and clear of any lien or encumbrance created by the Assignee/Bank. Such decision by the Assignee/Bank shall be binding on the Purchaser. In the event that the Purchaser fails to pay the Balance Sum within the time or extended time as the case may be and in the manner as stipulated in Clauses 7.1 above and this Clause 7.2, the Deposit together with the interest (if any) earned thereon or paid under this Clause 7.2 shall be forfeited by the Assignee/Bank and the Property may again be put up for sale at a date and time to be fixed by the Assignee/Bank. The costs and expenses incidental to such resale together with any deficiency in the price obtained in the resale comparing to the price obtained in the aforesaid sale shall be recoverable from the defaulting Purchaser. A certificate by an officer of the Assignee/Bank / Bank as to costs and expenses incidental to such resale shall be accepted by the Purchaser as correct and conclusivearising through Lessor).

Extension. The Completion If the then applicable Termination Date will not be extended unless is a date on or before December 31, 2000 and the Purchaser shall have at least fourteen (14) days before Borrower may desire that the Completion Lenders extend the then applicable Termination Date applied in writing for an extension of time to the Assignee/Bank and the Assignee/Bank may at its absolute discretion without assigning any reason whatsoever either:-Extension Termination Date, then (a) reject such request in which event the Deposit Borrower shall give written notice of said fact (together with the interest "Extension Request Notice") to the Agent and the Lenders no later than four (if any4) earned thereon) shall be forfeited absolutely and immediately for which months before the Purchaser shall not be entitled to nor have any or further reimbursementsTermination Date, claims and demands whatsoever in nature and howsoever caused against the Assignee/Bank, the Assignee/Bank's Solicitors, the Auctioneer or their respective servants or agents and any other party on account thereof; or (b) agree the Borrower shall use its best efforts to grant an extension of time subject to conditions imposed by obtain and enter into on or before the Assignee/Bank including but not limited date which is two months prior to the imposition Termination Date a Replacement Financing Arrangement with an interest rate no higher than the Interest Rate and (c) if the Borrower shall not have entered into a Replacement Financing Arrangement on or before the date which is two months prior to the Termination Date, the Borrower shall deliver to the Agent and the Lenders a certificate of non- refundable late payment interest the Borrower (the "Extension Certificate") (x) certifying that the Borrower has not entered into a Replacement Financing Arrangement, but the Borrower used its best efforts to do so as required by clause (b) and setting forth such evidence and back-up detail as necessary to demonstrate the efforts made, including a written letter from each bank from which a Replacement Financing Arrangement as required by clause (b) was requested, indicating that Borrower made such a request and that the request was denied, and (y) requesting that the Termination Date be extended to the Extension Termination Date. For purposes of this Section, the Borrower shall be deemed to have complied with the requirement to use its "best efforts" by requesting from and, if applicable, diligently negotiating a Replacement Financing Arrangement as required by clause (b) with each of three (3) commercial banks that are nationally recognized in the United States and each have total assets in excess of $20,000,000,000. The Agent shall have the right to designate, within ten (10) Business Days after receipt of an Extension Request Notice, one of the three banks referred to in the preceding sentence. For purposes of this Section, diligent negotiation shall mean negotiation in good faith and without denial or unreasonable delay of any reasonable request by any such bank for information in connection with its consideration of providing a Replacement Financing Arrangement to Borrower. For the avoidance of doubt, nothing herein is intended to prevent Borrower from obtaining a Replacement Financing Arrangement on terms equal to or better than those provided hereunder. Following receipt of the balance unpaid or outstanding Purchase Price at such rate as Extension Certificate, the Assignee/Bank Agent and/or the Lenders shall determine and have the right (without any obligation to be calculated on a daily basis do so) to obtain for the whole duration of Borrower a Replacement Financing Arrangement on terms equal to or better than those provided hereunder. If the extended period granted and also to pay such sum Borrower has (a) delivered the Extension Request Notice within the time period specified above, (b) used its best efforts to obtain and in enter into a Replacement Financing Arrangement with an interest rate no higher than the manner as stipulated by Interest Rate and delivered the Assignee/Bank. Such decision by the Assignee/Bank shall be binding on the Purchaser. In the event that the Purchaser fails to pay the Balance Sum Extension Certificate within the time or extended time as the case may be and in the manner as stipulated in Clauses 7.1 period specified above and this Clause 7.2(c) not unreasonably or in bad faith refused to enter into a Replacement Financing Arrangement (with terms equal to or better than those provided hereunder) obtained for the Borrower by the Agent or any of the Lenders pursuant to the preceding paragraph, the Deposit together with Termination Date shall be extended to the Extension Termination Date and the interest (if any) earned thereon or paid under this Clause 7.2 rate shall be forfeited the Interest Rate. The Borrower shall be responsible for the payment of any customary commitment fee and other fees in connection with obtaining a Replacement Financing Arrangement. For the avoidance of doubt, in no event shall an Extension Termination Date be requested by the Assignee/Bank and the Property may again Borrower after October 1, 2000 or be put up for sale at on a date and time to be fixed by the Assignee/Bank. The costs and expenses incidental to such resale together with any deficiency in the price obtained in the resale comparing to the price obtained in the aforesaid sale shall be recoverable from the defaulting Purchaser. A certificate by an officer of the Assignee/Bank / Bank as to costs and expenses incidental to such resale shall be accepted by the Purchaser as correct and conclusiveafter October 1, 2001.

Extension. The Completion Date will not be extended unless the Purchaser shall have at least fourteen (14) days before the Completion Date applied in writing for an extension of time to the Assignee/Bank Assignee and the Assignee/Bank Assignee may at its absolute discretion without assigning any reason whatsoever either:- (a) reject such request in which event the Deposit (together with the interest (if any) earned thereon) shall be forfeited absolutely and immediately for which the Purchaser shall not be entitled to nor have any or further reimbursements, claims and demands whatsoever in nature and howsoever caused against the Assignee/Bank, the Assignee/Bank's Solicitors, the Auctioneer or their respective servants or agents and any other party on account thereof; or (b) agree to grant an extension of time subject to conditions imposed by the Assignee/Bank Assignee including but not limited to the imposition of non- non-refundable late payment interest on the balance unpaid or outstanding Purchase Price at such rate as the Assignee/Bank Assignee shall determine and to be calculated on a daily basis for the whole duration of the extended period granted and also to pay such sum within the time and in the manner as stipulated by the Assignee/Bank. Such decision by the Assignee/Bank Assignee shall be binding on the Purchaser. In the event that the Purchaser fails to pay the Balance Sum within the time or extended time as the case may be and in the manner as stipulated in Clauses 7.1 above and this Clause 7.2, the Deposit together with the interest (if any) earned thereon or paid under this Clause 7.2 shall be forfeited by the Assignee/Bank Assignee and the Property may again be put up for sale at a date and time to be fixed by the Assignee/Bank. The costs and expenses incidental to such resale together with any deficiency in the price obtained in the resale comparing to the price obtained in the aforesaid sale shall be recoverable from the defaulting Purchaser. A certificate by an officer of the Assignee/Bank Assignee / Bank as to costs and expenses incidental to such resale shall be accepted by the Purchaser as correct and conclusive.

Extension. The Completion Date will So long as Lessee shall not be extended unless have exercised its option to return the Purchaser Equipment described on an individual Schedule pursuant to Paragraph (b) of this Section, nor exercised its purchase option pursuant to Paragraph (c) of this Section, Lessee shall have at least fourteen (14) days before the Completion Date applied in writing option, upon the expiration of the Renewal Term, to extend the Agreement with respect to all, but not less than all, of the Equipment described on an individual Schedule for an extension additional term of time twelve (12) months (the "Extension Term") at a monthly rental to be paid in arrears on the same day of each month on which the prior Renewal Term Rent installment was paid (except that the last installment shall be paid on the last day of the Extension Term), and calculated so as to amortize the Renewal Term Fixed Purchase Price of such Equipment described on an individual Schedule over the Extension Term, together with interest thereon at a rate per annum equal to one hundred twenty-one (125) basis points over the then current yield to maturity of U.S. Treasury Notes having a one year maturity, in twelve (12) equal monthly installments. At the end of the Extension Term, provided that Lessee is not then in default under this Agreement or any other agreement between Lessor and Lessee, Lessee shall purchase all, and not less than all, of such Equipment described on an individual Schedule for $1.00 cash, together with all rent and other sums then due on such date, plus all sales taxes and all other reasonable and documented out-of-pocket expenses incurred by Lessor in connection with such transfer. Upon satisfaction of the conditions specified in this Paragraph (a), Lessor will transfer, on an AS IS BASIS, all of Lessor's interest in and to the Assignee/Bank and the Assignee/Bank may at its absolute discretion without assigning any reason whatsoever either:- (a) reject such request in which event the Deposit (together with the interest (if any) earned thereon) shall be forfeited absolutely and immediately for which the Purchaser applicable Equipment. Lessor shall not be entitled required to nor have make and may specifically disclaim any representation or further reimbursements, claims and demands whatsoever in nature and howsoever caused against warranty as to the Assignee/Bank, condition of the Assignee/Bank's Solicitors, the Auctioneer or their respective servants or agents Equipment and any other party on account thereof; or matters (b) agree except that Lessor shall warrant that it has conveyed whatever interest it received in the Equipment free and clear of any lien or encumbrance created by, through or under Lessor). Lessor shall execute and deliver to grant an extension Lessee such Uniform Commercial Code Statements of time subject Termination as reasonably may be required in order to conditions imposed by the Assignee/Bank including but not limited terminate any interest of Lessor in and to the imposition of non- refundable late payment interest on the balance unpaid or outstanding Purchase Price at such rate as the Assignee/Bank shall determine and to be calculated on a daily basis for the whole duration of the extended period granted and also to pay such sum within the time and in the manner as stipulated by the Assignee/Bank. Such decision by the Assignee/Bank shall be binding on the Purchaser. In the event that the Purchaser fails to pay the Balance Sum within the time or extended time as the case may be and in the manner as stipulated in Clauses 7.1 above and this Clause 7.2, the Deposit together with the interest (if any) earned thereon or paid under this Clause 7.2 shall be forfeited by the Assignee/Bank and the Property may again be put up for sale at a date and time to be fixed by the Assignee/Bank. The costs and expenses incidental to such resale together with any deficiency in the price obtained in the resale comparing to the price obtained in the aforesaid sale shall be recoverable from the defaulting Purchaser. A certificate by an officer of the Assignee/Bank / Bank as to costs and expenses incidental to such resale shall be accepted by the Purchaser as correct and conclusiveapplicable Equipment.

Extension. The Completion Date will not be extended unless (i) Notwithstanding anything to the Purchaser shall have at least fourteen contrary in this Agreement, pursuant to one or more offers (14each, an “Extension Offer”) days before the Completion Date applied in writing for an extension of made from time to time by the Assignee/Bank Borrower to all Lenders holding Term Loans with a like maturity date or all Lenders having Revolving Credit Commitments with a like commitment termination date, in each case on a pro rata basis (based on the aggregate outstanding principal amount of such respective Term Loans or amounts of Revolving Credit Commitments) and on the same terms to each such Lender, the Borrower is hereby permitted to consummate from time to time transactions with individual Lenders that accept the terms contained in such Extension Offers to extend the maturity date and/or commitment termination of each such Lender’s Term Loans and/or Revolving Credit Commitments of such class, and, subject to the terms hereof, otherwise modify the terms of such Term Loans and/or Revolving Credit Commitments pursuant to the terms of the relevant Extension Offer (including by increasing the interest rate and/or fees payable in respect of such Term Loans and/or Revolving Credit Commitments (and related outstandings) and/or modifying the amortization schedule in respect of such Lender’s Term Loans) (each, an “Extension;” and each group of Term Loans or Revolving Credit Commitments, as applicable, in each case as so extended, as well as the original Term Loans and the Assignee/Bank may at its absolute discretion without assigning any reason whatsoever either:-original Revolving Credit 191 [[8076235]] Commitments (in each case not so extended), being a separate “tranche”), so long as the following terms are satisfied: (aA) reject no Default or Event of Default will have occurred and be continuing at the time the Extension Offer is delivered to the Lenders or at the time of such request Extension; (B) except as to interest rates, fees and final commitment termination date (which will be determined by the Borrower and set forth in which event the Deposit (together with relevant Extension Offer, subject to acceptance by the interest (if any) earned thereon) shall be forfeited absolutely and immediately for which the Purchaser shall not be entitled to nor have any or further reimbursements, claims and demands whatsoever in nature and howsoever caused against the Assignee/Bankapplicable Lenders), the Assignee/Bank's SolicitorsRevolving Credit Commitment of any Lender that agrees to an Extension with respect to such Revolving Credit Commitment extended pursuant to an Extension (an “Extended Revolving Credit Commitment”) and the related outstandings will be a Revolving Credit Commitment (or related outstandings, the Auctioneer or their respective servants or agents and any other party on account thereof; or (b) agree to grant an extension of time subject to conditions imposed by the Assignee/Bank including but not limited to the imposition of non- refundable late payment interest on the balance unpaid or outstanding Purchase Price at such rate as the Assignee/Bank shall determine and to be calculated on a daily basis for the whole duration of the extended period granted and also to pay such sum within the time and in the manner as stipulated by the Assignee/Bank. Such decision by the Assignee/Bank shall be binding on the Purchaser. In the event that the Purchaser fails to pay the Balance Sum within the time or extended time as the case may be) with the same terms (or terms not less favorable to existing Lenders holding Revolving Credit Commitments) as the original Revolving Credit Commitments (and related outstandings); provided that (1) the borrowing and payments (except for (x) payments of interest and fees at different rates on Extended Revolving Credit Commitments (and related outstandings), (y) repayments required upon the commitment termination date of the non-extending tranche of Revolving Credit Commitments and (z) repayment made in connection with a permanent repayment and termination of commitments) of Revolving Loans with respect to Extended Revolving Credit Commitments after the applicable Extension date will be made on a pro rata basis with all other Revolving Credit Commitments, (2) subject to Section 10.5(c), all Letters of Credit will be participated in on a pro rata basis by all Lenders with Revolving Credit Commitments (including Extended Revolving Credit Commitments) in accordance with their percentage of the Revolving Credit Commitments, (3) assignments and participations of Extended Revolving Credit Commitments and related Revolving Loans will be governed by the same assignment and participation provisions applicable to the other Revolving Credit Commitments and Revolving Loans and (4) at no time will there be Revolving Credit Commitments hereunder (including Extended Revolving Credit Commitments and any existing Revolving Credit Commitments) which have more than two (2) different maturity dates; (C) except as to interest rates, fees, amortization, final maturity date, premium, required prepayment dates and participation in prepayments (which will, subject to the immediately succeeding clauses (D), (E) and (F), be determined by the Borrower and set forth in the relevant Extension Offer, subject to acceptance by the Extended Term Lenders), the Term Loans of any Lender that agrees to an Extension with respect to such Term Loans owed to it (an “Extended Term Lender”) extended pursuant to any Extension (“Extended Term Loans”) will have the same terms as the tranche of Term Loans subject to such Extension Offer (except for covenants or other provisions contained therein or other provisions contained therein applicable only to periods after the then Latest Term Loan Maturity Date); 192 [[8076235]] (D) the final maturity date of any Extended Term Loans will be no earlier than the Latest Term Loan Maturity Date of the Term Loans extended thereby; (E) the Weighted Average Life to Maturity of any Extended Term Loans will be no shorter than the Weighted Average Life to Maturity of the Term Loans extended thereby; (F) any Extended Term Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis except for prepayments with the proceeds of Credit Agreement Refinancing Indebtedness and in respect of an earlier maturing tranche) with non-extending tranches of Term Loans in any mandatory prepayments hereunder, in each case as specified in the manner respective Extension Offer; (G) there will be no more than three (3) Extended Term Loan tranches at any time during the term of this Agreement; and (ii) if the aggregate principal amount of Term Loans (calculated on the outstanding principal amount thereof) or Revolving Credit Commitments in respect of which a Lender will have accepted the relevant Extension Offer will exceed the maximum aggregate principal amount of Term Loans or Revolving Credit Commitments offered to be extended by the Borrower pursuant to such Extension Offer, then the Term Loans or Revolving Credit Commitments of such Lender will be extended ratably up to such maximum amount based on the respective principal or commitment amounts with respect to which such Lender have accepted such Extension Offer. With respect to all Extensions consummated by the Borrower pursuant to this Section, (A) such Extensions will not constitute voluntary or mandatory payments or prepayments for purposes of Sections 2.13 or 2.14 and (B) no Extension Offer is required to be in any minimum amount or any minimum increment; provided that the Borrower may at its election specify as stipulated a condition to consummating any such Extension that a minimum amount (to be determined and specified in Clauses 7.1 above the relevant Extension Offer in the Borrower’s sole discretion and this Clause 7.2may be waived by the Borrower) of Term Loans or Revolving Credit Commitments (as applicable) of any or all applicable tranches be tendered. The Administrative Agent, the Deposit together Collateral Agent, the Issuing Banks and the Lenders hereby consent to the transactions contemplated by this Section (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Term Loans and/or Extended Revolving Credit Commitments on such terms as may be set forth in the relevant Extension Offer) and hereby waive the requirements of any provision of this Agreement or any other Credit Document that may otherwise prohibit or conflict with any such Extension or any other transaction contemplated by this Section. (iii) No consent of any Lender, any Issuing Bank, the Collateral Agent or the Administrative Agent will be required to effectuate any Extension, other than (A) the consent of each Lender agreeing to such Extension with respect to one or more of its Term Loans and/or Revolving Credit Commitments (or a portion thereof) and (B) with respect to any Extension of the Revolving Credit Commitments, the consent of the Issuing Banks. All Extended Term Loans, Extended Revolving Credit Commitments and all obligations in respect thereof will be Obligations under this Agreement and the other Credit Documents and secured by the same Liens on the Collateral that secure all other applicable Obligations. The Lenders hereby irrevocably authorize the Administrative [[8076235]] Agent and the Collateral Agent to enter into amendments to this Agreement and the other Credit Documents with the interest Borrower (on behalf of all Credit Parties) as may be necessary in order to establish new tranches or sub-tranches in respect of Term Loans or Revolving Credit Commitments so extended and such technical amendments as may be necessary in the reasonable opinion of the Administrative Agent and the Borrower in connection with the establishment of such new tranches or sub-tranches, in each case on terms consistent with this Section (any such amendment, an “Extension Amendment”). In addition, if so provided in such amendment and with the consent of the Issuing Banks, participations in Letters of Credit expiring on or after the applicable commitment termination date will be re-allocated from Lenders holding non-extended Revolving Credit Commitments to Lenders holding Extended Revolving Credit Commitments in accordance with the terms of such amendment; provided, however, that such participation interests will, upon receipt thereof by the relevant Lenders holding Revolving Credit Commitments, be deemed to be participation interests in respect of such Revolving Credit Commitments and the terms of such participation interests will be adjusted accordingly. Without limiting the foregoing, in connection with any Extensions the applicable Credit Parties will (at their expense) amend (and the Collateral Agent is hereby directed by the Lenders to amend) any Mortgage that has a maturity date prior to the then latest maturity date so that such maturity date referenced therein is extended to the then latest maturity date (or such later date as may be advised by local counsel to the Collateral Agent). The Administrative Agent will promptly notify each Lender of the effectiveness of each such Extension Amendment. (iv) In connection with any Extension, the Borrower will provide the Administrative Agent at least five (5) Business Days (or such shorter period as may be agreed by the Administrative Agent) prior written notice thereof, and will agree to such procedures (including regarding timing, rounding and other adjustments and to ensure reasonable administrative management of the credit facilities hereunder after such Extension), if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of this Section 10.5(g). This Section 10.5(g) earned thereon will supersede any provisions of this Section 10.5 or paid under this Clause 7.2 shall be forfeited by the Assignee/Bank and the Property may again be put up for sale at a date and time to be fixed by the Assignee/Bank. The costs and expenses incidental to such resale together with any deficiency in the price obtained in the resale comparing Section 2.17 or 10.4 to the price obtained in the aforesaid sale shall be recoverable from the defaulting Purchaser. A certificate by an officer of the Assignee/Bank / Bank as to costs and expenses incidental to such resale shall be accepted by the Purchaser as correct and conclusive.contrary

Extension. The Completion Date will So long as no Default has occurred and is continuing hereunder and Lessee shall not be extended unless have exercised its option to return the Purchaser Equipment or its purchase option pursuant to this Section, and provided that Lessee shall have at least fourteen (14) days before exercised its option to renew this Agreement pursuant to this Section with respect to all available Renewal Terms, Lessee shall have the Completion Date applied in writing option, upon the expiration of all available Renewal Terms, to extend the Agreement with respect to all, but not less than all, of the Equipment for an extension additional term of time twelve (12) months (the "Extension Term") at a monthly rental to be paid in arrears on the same day of each month on which the prior Renewal Term Rent installment was paid, and calculated as the product of (i) the Capitalized Lessor's Cost, times (ii) a lease rate factor calculated by Lessor, which when so multiplied times the Capitalized Lessor's Cost, will result in a product that is equal to the Assignee/Bank and amount necessary to fully repay to Lessor any unpaid balance of the Assignee/Bank may at its absolute discretion without assigning any reason whatsoever either:- Capitalized Lessor's Cost (a) reject such request in determined as of the date on which event the Deposit (last available Renewal Term expired), together with interest thereon at a rate per annum equal to three hundred seventy-five (375) basis points over the then current yield to maturity of U.S. Treasury Notes having a one year maturity, in twelve (12) equal monthly installments. At the end of the Extension Term, provided that Lessee is not then in Default under this Agreement, Lessee shall purchase all, and not less than all, of such Equipment for $1.00 cash, together with all Rent and other sums then due on such date, plus all taxes and charges upon transfer and all other reasonable and documented expenses incurred by Lessor in connection with such transfer. Upon satisfaction of the conditions specified in this Paragraph, Lessor will transfer, on an AS IS BASIS, all of Lessor's interest (if any) earned thereon) shall be forfeited absolutely in and immediately for which to the Purchaser Equipment. Lessor shall not be entitled required to nor have make and may specifically disclaim any representation or further reimbursements, claims and demands whatsoever in nature and howsoever caused against warranty as to the Assignee/Bank, condition of the Assignee/Bank's Solicitors, the Auctioneer or their respective servants or agents Equipment and any other party on account thereof; or matters (b) agree to grant an extension of time subject to conditions imposed by the Assignee/Bank including but not limited to the imposition of non- refundable late payment except that Lessor shall warrant that it has conveyed whatever interest on the balance unpaid or outstanding Purchase Price at such rate as the Assignee/Bank shall determine and to be calculated on a daily basis for the whole duration of the extended period granted and also to pay such sum within the time and it received in the manner as stipulated Equipment free and clear of any lien or encumbrance created by the Assignee/Bank. Such decision by the Assignee/Bank shall be binding on the Purchaser. In the event that the Purchaser fails to pay the Balance Sum within the time or extended time as the case may be and in the manner as stipulated in Clauses 7.1 above and this Clause 7.2, the Deposit together with the interest (if any) earned thereon or paid under this Clause 7.2 shall be forfeited by the Assignee/Bank and the Property may again be put up for sale at a date and time to be fixed by the Assignee/Bank. The costs and expenses incidental to such resale together with any deficiency in the price obtained in the resale comparing to the price obtained in the aforesaid sale shall be recoverable from the defaulting Purchaser. A certificate by an officer of the Assignee/Bank / Bank as to costs and expenses incidental to such resale shall be accepted by the Purchaser as correct and conclusiveLessor).

Extension. The Completion Date will So long as Lessee shall not be extended unless have exercised its option to return the Purchaser Equipment or its purchase option pursuant to this Section, and provided that Lessee shall have at least fourteen (14) days before exercised its option to renew this Agreement pursuant to this Section with respect to all available Renewal Terms, Lessee shall have the Completion Date applied in writing option, upon the expiration of all available Renewal Terms, to extend the Agreement with respect to all, but not less than all, of the Equipment for an extension additional term of time twelve (12) months (the "Extension Term") at a monthly rental to be paid in arrears on the same day of each month on which the prior Renewal Term Rent installment was paid, and calculated as the product of (i) the Capitalized Lessor's Cost, times (ii) a lease rate factor calculated by Lessor, which when so multiplied times the Capitalized Lessor's Cost, will result in a product that is equal to the Assignee/Bank and amount necessary to fully repay to Lessor any unpaid balance of the Assignee/Bank may at its absolute discretion without assigning any reason whatsoever either:- Capitalized Lessors Cost (a) reject such request in determined as of the date on which event the Deposit (last available Renewal Term expired), together with interest thereon at a rate per annum equal to three hundred (300) basis points over the then current yield to maturity of U.S. Treasury Notes having a one year maturity, in twelve (12) equal monthly installments. At the end of the Extension Term, provided that Lessee is not then in Default under this Agreement, Lessee shall purchase all, and not less than all, of such Equipment for $1.00 cash, together with all Rent and other sums then due on such date, plus all taxes and charges upon transfer and all other reasonable and documented expenses incurred by Lessor in connection with such transfer. Upon satisfaction of the conditions specified in this Paragraph, Lessor will transfer, on an AS IS BASIS, all of Lessors interest (if any) earned thereon) shall be forfeited absolutely in and immediately for which to the Purchaser Equipment. Lessor shall not be entitled required to nor have make and may specifically disclaim any representation or further reimbursements, claims and demands whatsoever in nature and howsoever caused against warranty as to the Assignee/Bank, condition of the Assignee/Bank's Solicitors, the Auctioneer or their respective servants or agents Equipment and any other party on account thereof; or matters (b) agree to grant an extension of time subject to conditions imposed by the Assignee/Bank including but not limited to the imposition of non- refundable late payment except that Lessor shall warrant that it has conveyed whatever interest on the balance unpaid or outstanding Purchase Price at such rate as the Assignee/Bank shall determine and to be calculated on a daily basis for the whole duration of the extended period granted and also to pay such sum within the time and it received in the manner as stipulated Equipment free and clear of any lien or encumbrance created by the Assignee/Bank. Such decision by the Assignee/Bank shall be binding on the Purchaser. In the event that the Purchaser fails to pay the Balance Sum within the time or extended time as the case may be and in the manner as stipulated in Clauses 7.1 above and this Clause 7.2, the Deposit together with the interest (if any) earned thereon or paid under this Clause 7.2 shall be forfeited by the Assignee/Bank and the Property may again be put up for sale at a date and time to be fixed by the Assignee/Bank. The costs and expenses incidental to such resale together with any deficiency in the price obtained in the resale comparing to the price obtained in the aforesaid sale shall be recoverable from the defaulting Purchaser. A certificate by an officer of the Assignee/Bank / Bank as to costs and expenses incidental to such resale shall be accepted by the Purchaser as correct and conclusiveLessor).

Extension. The Completion Date will not be extended unless the Purchaser shall have at least fourteen (14) days before the Completion Date applied in writing for an extension of time to the Assignee/Bank and the Assignee/Bank may at its absolute discretion without assigning any reason whatsoever either:- (a) reject Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Borrowers to all Lenders (including any Lender in its separate capacity as an Issuing Bank) having Revolving Commitments with a like Revolving Termination Date on a pro rata basis and on the same terms (1) the Borrowing and repayment (except for (A) payments of interest and fees at different rates on Extended Revolving Commitments (and related outstandings), (B) repayments required upon the Revolving Termination Date applicable to any non-extending Revolving Commitments and (C) repayments made in connection with a permanent repayment and termination of commitments) of Revolving Loans with respect to Extended Revolving Commitments after the effective date of any Extension shall be made on a pro rata basis with all other Revolving Commitments, (2) subject to the provisions of clauses (e) and (f) below to the extent dealing with Swingline Loans and Letters of Credit which mature or expire after any Revolving Termination Date when there exists Extended Revolving Commitment with a later Revolving Termination Date, all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Revolving Commitments in accordance with their percentage of the Revolving Commitments (and except as provided in clauses (e) and (f) below, without giving effect to changes thereto on an earlier Revolving Termination Date with respect to Swingline Loans and Letters of Credit theretofore incurred or issued), (3) the permanent repayment of Revolving Commitments with respect to, and termination of, Extended Revolving Commitments after the applicable Extension date shall be made on a pro rata basis with all other Revolving Commitments, except that the Borrowers shall be permitted to permanently repay and terminate commitments of any such request tranche of Revolving Commitments on a better than pro rata basis as compared to any other tranche of Revolving Commitments with a later Revolving Termination Date than such tranche of Revolving Commitments, (4) assignments and participations of Extended Revolving Commitments shall be governed by the same assignment and participation provisions applicable to the Revolving Commitments and (5) at no time shall there be Revolving Commitments hereunder (including Extended Revolving Commitments) which have more than three different Revolving Termination Dates, (iii) if the aggregate principal of Revolving Commitments in respect of which event Lenders shall have accepted the Deposit relevant Extension Offer shall exceed the maximum aggregate principal amount of Revolving Commitments, as the case may be, offered to be extended by the Borrowers pursuant to such Extension Offer, then the Revolving Commitments, as the case may be, of such Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (together but not to exceed actual holdings of record) with respect to which such Lenders have accepted such Extension Offer, (iv) all documentation in respect of such Extension shall be consistent with the interest foregoing, (if anyv) earned thereonany applicable Minimum Extension Condition (as defined below) shall be forfeited absolutely satisfied unless waived by the applicable Borrower, and immediately for which (vi) each of the Purchaser Administrative Agent and each Issuing Bank (to the extent such Issuing Bank elects in its sole discretion to continue as an Issuing Bank pursuant to such Extension) shall not be entitled have consented to nor have any or further reimbursements, claims and demands whatsoever in nature and howsoever caused against the Assignee/Bank, the Assignee/Bank's Solicitors, the Auctioneer or their respective servants or agents and any other party on account thereof; orsuch Extension. (b) agree With respect to grant all Extensions consummated by the Borrowers pursuant to this Section 2.17, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.07 and (ii) an extension Extension Offer is required to be in a minimum amount of time $200,000,000, provided that the Borrowers may at their election specify as a condition (a “Minimum Extension Condition”) to consummating any such Extension that a greater minimum amount of Revolving Commitments of any or all applicable tranches be tendered. The Administrative Agent and the Lenders hereby consent to the transactions contemplated by this Section 2.17 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Revolving Commitments on such terms as may be set forth in the relevant Extension Offer) and hereby waive the requirements of any provision of this Agreement (including Sections 3.02, 3.03 and 12.07, but excluding this Section 2.17) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.17; provided that in no event shall any such waiver be deemed to apply to any Event of Default that shall have occurred and is continuing. (c) Except to the extent set forth in clause (a)(vi) above, no consent of any Lender, any Issuing Bank or the Administrative Agent shall be required to effectuate any Extension, other than the consent of each Lender agreeing to such Extension with respect to one or more of its Revolving Commitments (or a portion thereof); provided that no Issuing Bank shall have any obligation to issue, amend, modify, renew or extend any Letter of Credit pursuant to any Extended Revolving Commitment unless it shall have expressly consented thereto in its capacity as an Issuing Bank. All Extended Revolving Commitments and all obligations in respect thereof shall be Obligations and Secured Obligations under this Agreement and the other Loan Documents that are secured by the Collateral on a pari passu basis with all other applicable Obligations under this Agreement and the other Loan Documents. The Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments to this Agreement and the other Loan Documents with the Borrowers as may be necessary in order to establish new tranches or sub-tranches in respect of the Revolving Commitments so extended and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrowers in connection with the establishment of such new tranches or sub-tranches, in each case on terms consistent with this Section 2.17, including any modification of the definition of “Revolving Termination Date”. In addition, if so provided in such amendment, participations in Letters of Credit expiring on or after the Revolving Termination Date shall be re-allocated from the Lenders holding Revolving Commitments to the Lenders holding Extended Revolving Commitments in accordance with the terms of such amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Revolving Commitments, be deemed to be participation interests in respect of such Extended Revolving Commitments and the terms of such participation interests (including the fees applicable thereto) shall be adjusted accordingly. The effective date of any Extension, which shall be subject to the satisfaction of the conditions imposed set forth in clause (a) above, shall be set forth in any such amendment. (d) In connection with any Extension, the Borrowers shall provide the Administrative Agent at least ten (10) Business Days (or such shorter period as may be agreed by the Assignee/Bank including but not limited Administrative Agent in its reasonable discretion) prior written notice thereof (e) If the Revolving Termination Date in respect of any tranche of Revolving Commitments occurs at a time when another tranche or tranches of Revolving Commitments is or are in effect with a later Revolving Termination Date, then on the earliest occurring Revolving Termination Date all then outstanding Swingline Loans shall be repaid in full on such date (and there shall be no adjustment to the imposition participations in such Swingline Loans as a result of non- refundable late payment interest the occurrence of such Revolving Termination Date); provided, however, that if on the balance unpaid occurrence of such earliest Revolving Termination Date (after giving effect to any repayments of Loans and any reallocation of Letter of Credit participations as contemplated in Section 2.02), there shall exist sufficient unutilized Extended Revolving Commitments so that the respective outstanding Swingline Loans could be incurred pursuant the Extended Revolving Commitments which will remain in effect after the occurrence of such Revolving Termination Date, then there shall be an automatic adjustment on such date of the participations in such Swingline Loans and the same shall be deemed to have been incurred solely pursuant to the relevant Extended Revolving Commitments as of the effective date of the applicable Extension, and such Swingline Loans shall not be so required to be repaid in full on such earliest Revolving Termination Date. (f) If the Revolving Termination Date in respect of any tranche of Revolving Commitments occurs prior to the expiration of any Letter of Credit, then (i) if one or outstanding Purchase Price more other tranches of Revolving Commitments in respect of which the Revolving Termination Date shall not have occurred are then in effect, such Letters of Credit shall, solely to the extent the applicable Issuing Bank in respect of such Letter of Credit shall have consented to such Extension in its capacity as an Issuing Bank, automatically be deemed to have been issued (including for purposes of the obligations of the Lenders to purchase participations therein and to make Loans and payments in respect thereof pursuant to Section 2.02 under (and ratably participated in by the Lenders pursuant to) the Revolving Commitments in respect of such non-terminating tranches up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Commitments thereunder at such rate as time (it being understood that no partial face amount of any Letter of Credit may be so reallocated)) and (ii) to the Assignee/Bank extent not reallocated pursuant to immediately preceding clause (i), the Borrowers shall determine Cash Collateralize any such Letter of Credit. Commencing with the Revolving Termination Date of any tranche of Revolving Commitments, the sublimit for Letters of Credit shall be agreed with the Lenders and to be calculated on a daily basis for the whole duration of Issuing Banks consenting thereto under the extended period granted and also to pay such sum within the time and in the manner as stipulated by the Assignee/Bank. Such decision by the Assignee/Bank shall be binding on the Purchaser. In the event that the Purchaser fails to pay the Balance Sum within the time or extended time as the case may be and in the manner as stipulated in Clauses 7.1 above and this Clause 7.2, the Deposit together with the interest (if any) earned thereon or paid under this Clause 7.2 shall be forfeited by the Assignee/Bank and the Property may again be put up for sale at a date and time to be fixed by the Assignee/Bank. The costs and expenses incidental to such resale together with any deficiency in the price obtained in the resale comparing to the price obtained in the aforesaid sale shall be recoverable from the defaulting Purchaser. A certificate by an officer of the Assignee/Bank / Bank as to costs and expenses incidental to such resale shall be accepted by the Purchaser as correct and conclusivetranches.

Extension. The Completion If the then applicable Termination Date will not be extended unless is a date on or before December 31, 2001 and the Purchaser shall have at least fourteen (14) days before Borrower may desire that the Completion Lenders extend the then applicable Termination Date applied in writing for an extension of time to the Assignee/Bank and the Assignee/Bank may at its absolute discretion without assigning any reason whatsoever either:-Extension Termination Date, then (a) reject such request in which event the Deposit Borrower shall give written notice of said fact (together with the interest "Extension Request Notice") to the Agent and the Lenders no later than four (if any4) earned thereon) shall be forfeited absolutely and immediately for which months before the Purchaser shall not be entitled to nor have any or further reimbursementsTermination Date, claims and demands whatsoever in nature and howsoever caused against the Assignee/Bank, the Assignee/Bank's Solicitors, the Auctioneer or their respective servants or agents and any other party on account thereof; or (b) agree the Borrower shall use its best efforts to grant an extension of time subject obtain and enter into on or before the date which is two months prior to conditions imposed the (x) certifying that the Borrower has not entered into a Replacement Financing Arrangement, but the Borrower used its best efforts to do so as required by clause (b) and setting forth such evidence and back-up detail as necessary to demonstrate the Assignee/Bank efforts made, including but not limited a written letter from each bank from which a Replacement Financing Arrangement as required by clause (b) was requested, indicating that Borrower made such a request and that the request was denied, and (y) requesting that the Termination Date be extended to the imposition Extension Termination Date. For purposes of non- refundable late payment interest this Section, the Borrower shall be deemed to have complied with the requirement to use its "best efforts" by requesting from and, if applicable, diligently negotiating a Replacement Financing Arrangement as required by clause (b) with each of three (3) commercial banks that are nationally recognized in the United States and each have total assets in excess of $20,000,000,000. The Agent shall have the right to designate, within ten (10) Business Days after receipt of an Extension Request Notice, one of the three banks referred to in the preceding sentence. For purposes of this Section, diligent negotiation shall mean negotiation in good faith and without denial or unreasonable delay of any reasonable request by any such bank for information in connection with its consideration of providing a Replacement Financing Arrangement to Borrower. For the avoidance of doubt, nothing herein is intended to prevent Borrower from obtaining a Replacement Financing Arrangement on terms equal to or better than those provided hereunder. Following receipt of the balance unpaid or outstanding Purchase Price at such rate as Extension Certificate, the Assignee/Bank Agent and/or the Lenders shall determine and have the right (without any obligation to be calculated on a daily basis do so) to obtain for the whole duration of Borrower a Replacement Financing Arrangement on terms equal to or better than those provided hereunder. If the extended period granted and also to pay such sum Borrower has (a) delivered the Extension Request Notice within the time period specified above, (b) used its best efforts to obtain and in enter into a Replacement Financing Arrangement and delivered the manner as stipulated by the Assignee/Bank. Such decision by the Assignee/Bank shall be binding on the Purchaser. In the event that the Purchaser fails to pay the Balance Sum Extension Certificate within the time or extended time as the case may be and in the manner as stipulated in Clauses 7.1 period specified above and this Clause 7.2(c) not unreasonably or in bad faith refused to enter into a Replacement Financing Arrangement (with terms equal to or better than those provided hereunder) obtained for the Borrower by the Agent or any of the Lenders pursuant to the preceding paragraph, the Deposit together with Termination Date shall be extended to the Extension Termination Date and the interest (if any) earned thereon or paid under this Clause 7.2 rate shall be forfeited the Extension Period Interest Rate. The Borrower shall be responsible for the payment of any customary commitment fee and other fees in connection with obtaining a Replacement Financing Arrangement. For the avoidance of doubt, in no event shall an Extension Termination Date be requested by the Assignee/Bank and the Property may again Borrower after December 31, 2001 or be put up for sale at on a date and time to be fixed by the Assignee/Bank. The costs and expenses incidental to such resale together with any deficiency in the price obtained in the resale comparing to the price obtained in the aforesaid sale shall be recoverable from the defaulting Purchaser. A certificate by an officer of the Assignee/Bank / Bank as to costs and expenses incidental to such resale shall be accepted by the Purchaser as correct and conclusiveafter December 31, 2002.