Term extension clause samples

Section I of this Proxy Statement contains information relating to the Charter Amendment. Section II of this Proxy Statement contains information relating to the Term Extension. SectionIII contains additional background information about the Fund. SectionIV contains general information about the Meeting and Shareholder voting.

A: There can be no assurance that the Fund will achieve its investment objectives during its remaining term. The Term Extension will expose the Fund to continued investment risk over the extended term after the originally scheduled dissolution date, which the Fund would not be exposed to without a Term Extension. These investment risks include, without limitation, market risk, interest rate risk, leverage risk and risks related to the Fund’s investments in senior loans and other assets. In addition, while the Adviser believes that the market will view the Term Extension favorably, the Term Extension could have a negative impact on the market price of the Fund’s shares, which would adversely impact Shareholders seeking to sell their shares prior to the Fund’s dissolution date.

Board and Shareholders. The Board and the Adviser recommend that the Shareholders approve the Term Extension. The Term Extension requires the Charter Amendment described in Proposal 1 above to also be approved separately.

No changes to the Fund’s investment objectives, strategies or fundamental policies are being proposed as part of the Charter Amendment and the Term Extension. The Fund’s investment objectives, strategies and fundamental policies are disclosed in the Fund’s prospectus and other filings with the SEC, available at www.sec.gov and the Fund’s website (www.blackstone-gso.com).

Option to Extend Term. Upon mutual written agreement of the Parties prior to the end of the Service Term for such Service, the Parties will extend the Service Term of such Service for up to 180 days (or for such other period specified in Annex B, Annex C or otherwise agreed to by the Parties in writing with respect to such Service, but no more than 180 days), on the terms and conditions contained in this Agreement (such extension, a “Term Extension”). In the event a Term Extension for a Service would exceed the Term of this Agreement, the Term of this Agreement will be extended for the duration of the Term Extension. The Parties agree that during the Term Extension for a Service, unless otherwise specified in Annex B or Annex C with respect to such Service, the Fees for such Service will be increased by an additional 25% of the Fee for such Service set forth in Annex B or Annex C, unless otherwise agreed to in writing by the Parties prior to the start of such Term Extension for such Service. Notwithstanding anything to the contrary in this Section6.2, there may not be more than one Term Extension per Service.

5.Base Term Extension. The Base Term of the Lease expires on October 31, 2019. Landlord and Tenant hereby agree that the Base Term of the Lease shall be extended from October 31, 2019 to March 31, 2020 (“Base Term Extension”). The Extension Right set forth in Section 39 of the Lease remains in full force and effect with respect to the Base Term Extension. For the avoidance of doubt, references to the Base Term in Section 39 of the Lease shall mean and refer to the Base Term as extended pursuant to the Base Term Extension.

d.Second Base Term Extension. The Base Term of the Lease expires on March 31, 2020. Landlord and Tenant hereby agree that the Base Term of the Lease shall be extended from March 31, 2020 to June 30, 2021 (“Second Base Term Extension”). The Extension Right set forth in Section 39 of the Lease remains in full force and effect with respect to the Second Base Term Extension. For the avoidance of doubt, references to the Base Term in Section 39 of the Lease shall mean and refer to the Base Term as extended pursuant to the Second Base Term Extension.

The term of individual patents depends upon the laws of the countries in which they are obtained. In most countries in which we file, including the United States, the patent term is 20years from the earliest date of filing of anon-provisionalpatent application in the applicable country. However, the patent term of United States patents may, in certain cases, be adjusted for administrative delays by the United States Patent and Trademark Office (the USPTO) in examining and granting a patent or may be shortened if a patent is terminally disclaimed over an earlier filed patent. In addition, the term of a patent may be extended as compensation for the patent term lost during the FDA regulatory review process. For example, for drugs that are regulated by the FDA under the Hatch-Waxman Act, it is permitted to extend the term of a patent that covers such drug for up to five years beyond the normal expiration date of the patent. For more information on patent term extensions, see “Business—Government Regulation: The Hatch-Waxman Act—Patent term extension.” In the future, if and when our pharmaceutical product candidates receive FDA approval, we expect to apply for patent term extensions on patents, if issued, covering those product candidates. We intend to seek patent term extensions to any of our patents, if issued, in any jurisdiction where these are available; however, there is no guarantee that the applicable authorities, including the USPTO and FDA, will agree with our assessment of whether such extensions should be granted, and even if granted, the length of such extensions.

2.1.2Collaboration Target Research Term Extension.Sanofi shall have the right to extend the Collaboration Target Research Term of any Collaboration Target that would, but for the maximum [*] Research Term and assuming a full [*] duration thereof, expire after the [*] of the Effective Date in accordance with this Section 2.1.2 (Collaboration Target Research Term Extension).Sanofi may extend such Collaboration Target Research Term (i)by delivery of written notice at least [*] days prior to the [*] anniversary of the Effective Date, and (ii) for a period of time expiring upon the earlier of either (x) the remainder of the applicable [*] Collaboration Target Research Term, or (y) the [*] anniversary of the Effective Date.In such case and on a Calendar Quarterly basis [*], in each case (a) that are [*] by Nurix after the [*] of the Effective Date and before the end of the applicable extended Collaboration Target Research Term, (b) required in order for Nurix to perform its Research activities under the applicable Research Plan(s), and (c) [*] by Nurix pursuant to a Research [*] that has been [*].Following the end of each applicable Calendar Quarter, [*].

12.2 Expiration; License Term Extension. Each Collaboration License for a Collaboration Target shall expire upon the expiration of the License Extension Fee Timeframe for such Collaboration Target unless Sanofi delivers a written notice of its intent to pay the License Extension Fee to Nurix for such Collaboration Target (“License Extension Notice”) within the License Extension Fee Timeframe and thereafter pays to Nurix the License Extension Fee for such Collaboration Target in accordance with Section11.4 (License Extension Fee), in which case the Collaboration License shall remain in force and effect during the Term and thereafter to the extent set forth in this Agreement (each such extension a “License Term Extension”). If Sanofi fails to make the License Extension Fee for a Collaboration Target in accordance with Section11.4 (License Extension Fee) prior to the expiration of the License Extension Fee Timeframe for such Collaboration License, then the Collaboration License for such Collaboration Target shall automatically expire upon the expiration of such License Extension Fee Timeframe, and, for clarity, all CTMs (other than those comprising [*]), Development Candidates (other than those comprising [*]), Target Binders (other than [*]) and Standalone Target Binders (other than [*]) that are Directed To such Collaboration Target shall thereafter be Reverted Products and such Collaboration Target thereafter a Reverted Target and Nurix shall have the right to exercise the license described in Section17.7.2 (Reversion) with respect to such Reverted Products and Reverted Targets.

(a) Before License Term Extension. Prior to the occurrence of a License Term Extension with respect to a Collaboration Target, [*] will be responsible for the Prosecution and Maintenance of Product Patents, including [*], at [*] cost and expense. Product Patents invented [*] will be Prosecuted and Maintained in [*] and Product Patents that are [*] will be Prosecuted and Maintained in [*], provided that [*].

(b) After License Term Extension. Following the occurrence of a License Term Extension with respect to a Collaboration Target, Sanofi will be responsible for the Prosecution and Maintenance of the Product Patents that Cover [*]. Product Patents that are [*] will be Prosecuted and Maintained in [*], and Product Patents that are [*] will be Prosecuted and Maintained in [*]. The JPC shall have the right to review and comment on all applicable Prosecution and Maintenance that is performed with respect to each Product Patent after the occurrence of a License Term Extension with respect to such Product Patent. [*].

period occurred for commercial marketing or use (“Approval Date”). Within [***] after the Approval Date (and provided the relevant Licensed Patent is eligible for extension under 35 U.S.C.§156 et seq.) CORPORATION shall provide NYU with all necessary information in its possession (or under its control) and with reasonable assistance in preparing an application for patent term extension in compliance with 35 U.S.C. 156 et. seq. and any applicable governmental regulations. CORPORATION agrees to cooperate fully with NYU, at no cost to NYU, in preparing such application for patent term extension. If eligible, NYU shall file, in their own name, such application for patent term extension. Upon request by NYU or its designee, CORPORATION will join in such application for patent term extension. CORPORATION shall fully support such application and shall promptly provide such information as may reasonably be requested in support of the application by NYU or by the government.

Subject to Licensee maintaining the Minimum Performance Level as specified in paragraph 5.(a) in the Standard Terms and Conditions attached hereto, and upon written notice to LICENSOR of not less than Thirty (30) days prior to the end of the Term, Licensee shall have the option to extend the Term of this Agreement for a period of Fifteen (15) additional months (Hereafter the “Term Extension”) PROVIDED that all Royalties owed and paid in full to LICENSOR hereunder in respect of the Royalty Period from April 1, 2017 through May 31, 2018 have exceeded US $24,000 (Twenty Four Thousand US DOLLARS). It is expressly agreed and acknowledged that as a condition of any such Term Extension, Licensee shall be required to make a Guarantee payment during such Term Extension (Hereafter the “Further Guarantee”) of an additional amount of at least 50% (Fifty per cent) of the Royalties already paid by Licensee in respect of the initial Term. Such Further Guarantee shall be payable by Licensee to Agent on behalf of OWNER by way of an Advance of one third of the Further Guarantee as an advance against Royalties due on Net Sales of the Licensed Articles during such Term Extension and payable upon execution of the amendment to this Agreement specifying such Term Extension, together with the Balance of such Further Guarantee being paid by way of minimum payments spread equally across each quarterly Royalty Period for the balance of the Term Extension. For the purposes of clarity, there shall be no cross-collateralization or offset of any earned royalties from the Term of the Agreement to the Term Extension, including specifically that any offset of such against the Further Guarantee is hereby prohibited.

At Wistar’s request, Company shall, in a timely manner, assist Wistar in preparing an application for Patent Term Extension in compliance with 35 U.S.C. §156 et seq., and, as appropriate, any applicable foreign patent laws. Company and its Sublicensees shall cooperate fully with Wistar in preparing the applications for Patent Term Extension. Company agrees to join in such applications at Wistar’s request. Company shall fully support such applications and shall provide such information as may be requested in support of such applications by Wistar or by the government.

Section7.12 Postmaturity Term Extension. Consistent with its Customary Servicing Practices, the Servicer may, in its discretion, grant a Postmaturity Term Extension with respect to any Transaction Lease. If the Servicer grants a Postmaturity Term Extension with respect to a Transaction Lease, then the Servicer shall direct the SUBI Trustee and the Servicer to reallocate the Transaction Unit related to such Transaction Lease from the Transaction SUBI Portfolio to the UTI Portfolio (if the Servicer is VCI) or to an Other SUBI designated by the Servicer (if the Servicer is not VCI) on the Payment Date following the beginning of the Collection Period during which such Postmaturity Term Extension was granted. In consideration for such reallocation, the Servicer shall make a payment to the Issuer equal to the Securitization Value of such Transaction Unit as of the end of the Collection Period preceding such Payment Date by depositing such amount into the Collection Account prior to 11:00a.m., New York City time, on such Payment Date.

SECTION 13.12POSTMATURITY TERM EXTENSION. Consistent with its Credit and Collection Policy, the Servicer may, in its discretion, grant a Postmaturity Term Extension with respect to any Closed-End Lease in the 20[]-[] Reference Pool. If the Servicer grants a Postmaturity Term Extension with respect to a Closed-End Lease in the 20[]-[] Reference Pool of a total of more than five times or beyond the month immediately preceding the month in which the Final Scheduled Payment Date of the most subordinate class of Notes occurs, then the Servicer shall direct the Titling Trustee to reallocate the Transaction Unit related to such Closed-End Lease from the 20[]-[] Reference Pool to the Warehouse Facility Pool or any Unencumbered Reference Pool on the Closed-End Exchange Note Payment Date following the beginning of the Closed-End EN Collection Period during which such Postmaturity Term Extension was granted. In consideration for such reallocation, the Servicer shall make a payment to the Issuing Entity equal to the Securitization Value of such Transaction Unit as of the end of the Closed-End EN Collection Period preceding such Closed-End Exchange Note Payment Date by depositing such amount into the Exchange Note Collection Account prior to 2:00 p.m., New York City time, on the Business Day immediately preceding such Closed-End Exchange Note Payment Date. None of the Servicer, the Titling Trustee, the Closed-End Administrative Agent, the Issuing Entity, the Owner Trustee, the Indenture Trustee, the Asset Representations Reviewer, the Seller, the Depositor or the Administrator will have an obligation to investigate whether a breach or other event has occurred that would require the reallocation of any Transaction Unit under this Section 13.12 or whether any Transaction Unit is required to be reallocated under this Section 13.12.