Common use of Extension of the Maturity Date Clause in Contracts

Extension of the Maturity Date. The Borrower may request, no more frequently than once each year, by delivering written notice to the Administrative Agents and the Program Agent, that the Lenders extend the Maturity Date for an additional 364 days, with such extension to become effective as of and from the date all of the Lenders consenting thereto shall in their sole discretion consent to such extension. The Administrative Agents will forward such requests to the Lenders in their respective Lender Groups. Any such request shall be subject to the following conditions: (w) at no time shall any Commitment have a term of more than 364 days and, if any such request would result in a term of more than 364 days, such request shall be deemed to have been made for such number of days so that, after giving effect to such extension on the date requested, such term will not exceed 364 days, (x) none of the Lenders will have any obligation to extend any Commitment, (y) if fewer than all of the Lenders agree to extend the Maturity Date at such time, then any such extension of the Maturity Date will be effective only if (1) those Lenders who initially agreed to extend the Maturity Date for an additional 364 days subsequently reaffirm their agreement to extend, acknowledging that it would then be without the participation of the non-extending Lenders, and (2) the Borrower shall have made payment in full of the principal balance of the Loans together with all other Borrower Obligations accrued hereunder and owing to each of the non-extending Lenders and their related Lender Groups on the Maturity Date in effect prior to such extension, and (z) any request for such extension shall be made not more than sixty (60) days prior to the then effective Maturity Date. Each Administrative Agent shall respond to such request in writing, on behalf of the Lenders in its Lender Group (with a copy to the Program Agent), within thirty (30) days after receipt of such request; provided that if such request was received less than thirty (30) days prior to the then effective Maturity Date, each Administrative Agent shall be given at least ten (10) days to respond thereto (meaning that no such request may be delivered fewer than ten (10) days before the Maturity Date). Any Administrative Agent's failure for any reason to respond to such a request within the applicable time period shall be deemed a rejection of the requested extension by the Lenders in its Lender Group. In the case of any Lender that shall not have agreed to (or been deemed to have rejected) an extension request, the Principal Balance of all Loans made by such Lender, together with all Borrower Obligations accrued hereunder and owing to such Lender shall be due and payable in full to such Lender on the Maturity Date that shall have been in effect at the time the request by the Borrower for an extension was made.

Extension of the Maturity Date. The Borrower may request, no more frequently than once each year, by delivering written notice to the Administrative Agents and the Program Agent, that the Lenders extend the Maturity Date may be extended for an additional 364 days, one year periods at the request of Borrower and with such extension to become effective as the written consent of and from the date all of the Lenders consenting thereto shall (which may be withheld in their the sole and absolute discretion consent of each Lender) pursuant to such extensionthis Section. The Administrative Agents will forward such requests Not earlier than June 1, 2002 nor later than August 1, 2002, or in the similar period in each subsequent year, and provided that Borrower is then in compliance with Section 7.1, Borrower may deliver to the Lenders in their respective Lender Groups. Any such request shall be subject to the following conditions: (w) at no time shall any Commitment have a term of more than 364 days and, if any such request would result in a term of more than 364 days, such request shall be deemed to have been made for such number of days so that, after giving effect to such extension on the date requested, such term will not exceed 364 days, (x) none of Administrative Agent and the Lenders will have any obligation to extend any Commitment, (y) if fewer than all of the Lenders agree to extend the Maturity Date at such time, then any such a written request for a one year extension of the Maturity Date will be effective only if together with a certificate signed by a Senior Officer on behalf of Borrower stating that the representations and warranties contained in Article 4 (1other than (i) those representations and warranties which expressly speak as of a particular date or are no longer true and correct as a result of a change which is not a violation of this Agreement, (ii) as otherwise disclosed by Borrower and approved in writing by the Requisite Lenders who initially agreed and (iii) Sections 4.4(a), 4.6 (first sentence), 4.17 and 4.19) are true and correct on and as of the date of such certificate. Each Lender shall, prior to extend August 20 of such year, notify the Administrative Agent whether (in its sole and absolute discretion) it consents to such request and the Administrative Agent shall, after receiving the notifications from all of the Lenders or the expiration of such period, whichever is earlier, notify Borrower and the Lenders of the results thereof. If all of the Lenders have consented, then the Maturity Date shall be extended for an additional 364 days subsequently reaffirm their agreement one year. If Lenders holding at least 80% of the Commitment consent to extendthe request for extension, acknowledging but one or more Lenders (each a "Non-Consenting Lender") notify the Administrative Agent that it would then will not consent to the request for extension (or fail to notify the Administrative Agent in writing of its consent to the extension by August 20), Borrower may (i) cause such Non-Consenting Lender to be without removed as a Lender under this Agreement pursuant to Section 11.15(a), (ii) voluntarily terminate the participation Pro Rata Share of Non-Consenting Lender in accordance with Section 11.15(b), or (iii) utilize a combination of the non-extending Lenders, procedures described in clauses (i) and (2ii) of this Section. If such removal is accomplished by assignment to an Eligible Assignee which has consented to the Borrower shall have made payment in full of the principal balance of the Loans together with all other Borrower Obligations accrued hereunder and owing to each of the non-extending Lenders and their related Lender Groups on the Maturity Date in effect prior to such requested extension, and (z) any then the request for such extension shall be made not more than sixty (60) days prior to granted with the effect as set forth above. If such removal is accomplished by a voluntary reduction of the Commitment, then effective Maturity Date. Each the Administrative Agent shall respond to such request in writing, on behalf notify all of the Lenders in its Lender Group (with a copy to the Program Agent), within thirty (30) days after receipt of such request; provided that if such request was received less than thirty (30) days prior to the then effective Maturity Date, each Administrative Agent shall be given at least ten (10) days to respond thereto (meaning that no such request may be delivered fewer than ten (10) days before the Maturity Date). Any Administrative Agent's failure for any reason to respond to such a request within the applicable time period shall be deemed a rejection of the requested extension by the Lenders in its Lender Group. In the case of any Lender that shall not have agreed to (or been deemed to have rejected) an extension request, the Principal Balance of all Loans made by such Lender, together with all Borrower Obligations accrued hereunder and owing to such Lender shall be due and payable in full to such Lender on the Maturity Date that shall have been in effect at the time the request by the Borrower for an extension was madewriting thereof.

Extension of the Maturity Date. The Borrower may request, no more frequently than once each year, by delivering written notice to the Administrative Agents and the Program Agent, that the Lenders extend the Maturity Date may be extended for an additional 364 days, day periods at the request of the Parent and with such extension to become effective as the written consent of and from the date all of the Lenders consenting thereto shall (which may be withheld in their the sole and absolute discretion consent of each Lender) pursuant to such extensionthis Section. The Administrative Agents will forward such requests to the Lenders in their respective Lender Groups. Any such request shall be subject to the following conditions: (w) at no time shall any Commitment have a term of more than 364 days and, if any such request would result in a term of more than 364 days, such request shall be deemed to have been made for such number of days so that, after giving effect to such extension on the date requested, such term will not exceed 364 days, (x) none of the Lenders will have any obligation to extend any Commitment, (y) if fewer than all of the Lenders agree to extend the Maturity Date at such time, then any such extension of the Maturity Date will be effective only if (1) those Lenders who initially agreed to extend the Maturity Date for an additional 364 days subsequently reaffirm their agreement to extend, acknowledging that it would then be without the participation of the non-extending Lenders, and (2) the Borrower shall have made payment in full of the principal balance of the Loans together with all other Borrower Obligations accrued hereunder and owing to each of the non-extending Lenders and their related Lender Groups on the Maturity Date in effect prior to such extension, and (z) any request for such extension shall be made not more Not earlier than sixty (60) days prior to the then effective Maturity Date. Each Administrative Agent shall respond to such request in writing, on behalf of the Lenders in its Lender Group (with a copy to the Program Agent), within thirty (30) days after receipt of such request; provided that if such request was received less than thirty (30) days prior to the then effective Maturity Date, but not later than forty days prior to such Maturity Date, the Parent and the Borrowers may deliver to the Administrative Agent and the Lenders a written request for a 364 day extension of the Maturity Date together with a Certificate of a Responsible Official signed by a Senior Officer on behalf of Parent and each Borrower stating that the representations and warranties contained in Article 4 (OTHER THAN (i) representations and warranties which expressly speak as of a particular date or are no longer true and correct as a result of a change which is not a violation of this Agreement, (ii) as otherwise disclosed by the Parent and the Borrowers and approved in writing by the Requisite Lenders and (iii) Sections 4.4(a), 4.6 (first sentence), and 4.15) shall be true and correct on and as of the date of such Certificate. Each Lender shall -29- notify the Administrative Agent within thirty days (but not sooner than 45 days prior to the Maturity Date) following its receipt of such a Certificate whether (in its sole and absolute discretion) it consents to such request and the Administrative Agent shall, after receiving the notifications from all of the Lenders or the expiration of such period, whichever is earlier, notify Parent and the Borrowers and the Lenders of the results thereof. If all of the Lenders have consented, then the Maturity Date shall, effective on the then-current Maturity Date be extended for 364 days from the then current Maturity Date. If Lenders holding at least 66 2/3% of the Commitment consent to the request for extension, but one or more Lenders (each a "Non-Consenting Lender") notify the Administrative Agent that it will not consent to the request for extension (or fail to notify the Managing Agent in writing of its consent within the required period), Parent and the Borrowers may (i) cause such Non-Consenting Lender to be removed as a Lender under this Agreement pursuant to Section 11.14(a), (ii) voluntarily terminate the Pro Rata Share of Non-Consenting Lender in accordance with Section 11.14(b), or (iii) utilize a combination of the procedures described in clauses (i) and (ii) of this Section. If such removal is accomplished by assignment to an Eligible Assignee which has consented to the requested extension, then the request for extension shall be granted with the effect as set forth above. If such removal is accomplished by a voluntary reduction of the Commitment, then the Administrative Agent shall be given at least ten (10) days to respond thereto (meaning that no such request may be delivered fewer than ten (10) days before the Maturity Date). Any Administrative Agent's failure for any reason to respond to such a request within the applicable time period shall be deemed a rejection notify all of the requested extension by the Lenders in its Lender Group. In the case of any Lender that shall not have agreed to (or been deemed to have rejected) an extension request, the Principal Balance of all Loans made by such Lender, together with all Borrower Obligations accrued hereunder and owing to such Lender shall be due and payable in full to such Lender on the Maturity Date that shall have been in effect at the time the request by the Borrower for an extension was madewriting thereof.

Extension of the Maturity Date. The Borrower may request, no more frequently than once each year, by delivering written notice to the Administrative Agents and the Program Agent, that the Lenders extend the Maturity Date may be extended for an additional 364 days, day periods at the request of the Parent and with such extension to become effective as the written consent of and from the date all of the Lenders consenting thereto shall (which may be withheld in their the sole and absolute discretion consent of each Lender) pursuant to such extensionthis Section. The Administrative Agents will forward such requests to the Lenders in their respective Lender Groups. Any such request shall be subject to the following conditions: (w) at no time shall any Commitment have a term of more than 364 days and, if any such request would result in a term of more than 364 days, such request shall be deemed to have been made for such number of days so that, after giving effect to such extension on the date requested, such term will not exceed 364 days, (x) none of the Lenders will have any obligation to extend any Commitment, (y) if fewer than all of the Lenders agree to extend the Maturity Date at such time, then any such extension of the Maturity Date will be effective only if (1) those Lenders who initially agreed to extend the Maturity Date for an additional 364 days subsequently reaffirm their agreement to extend, acknowledging that it would then be without the participation of the non-extending Lenders, and (2) the Borrower shall have made payment in full of the principal balance of the Loans together with all other Borrower Obligations accrued hereunder and owing to each of the non-extending Lenders and their related Lender Groups on the Maturity Date in effect prior to such extension, and (z) any request for such extension shall be made not more Not earlier than sixty (60) days prior to the then effective Maturity Date occurs, but not later than March 15 of each year, the Parent and the Borrowers may deliver to the Administrative Agent and the Lenders a written request for a 364 day extension of the Maturity Date together with a Certificate of a Responsible Official signed by a Senior Officer on behalf of Parent and each Borrower stating that the representations and warranties contained in Article 4 (OTHER THAN (i) representations and warranties which expressly speak as of a particular date or are no longer true and correct as a result of a change which is not a violation of this Agreement, (ii) as otherwise disclosed by the Parent and the Borrowers and approved in writing by the Requisite Lenders and (iii) Sections 4.4(a), 4.6 (first sentence), and 4.15) shall be true and correct on and as of the date of such Certificate. Each Lender shall notify the Administrative Agent within thirty days (but not sooner than 45 days prior to the Maturity Date) following its receipt of such a Certificate whether (in its sole and absolute discretion) it consents to such request and the Administrative Agent shall, after receiving the notifications from all of the Lenders or the expiration of such period, whichever is earlier, notify Parent and the Borrowers and the Lenders of the results thereof. If all of the Lenders have consented, then the Maturity Date shall, effective on the then-current Maturity Date be extended for 364 days from the then current Maturity Date. Each If Lenders holding at least 66 2/3% of the Commitment consent to the request for extension, but one or more Lenders (each a "Non-Consenting Lender") notify the Administrative Agent that it will not consent to the request for extension (or fail to notify the Managing Agent in writing of its consent within the required period), Parent and the Borrowers may (i) cause such Non-Consenting Lender to be removed as a Lender under this Agreement pursuant to Section 11.14(a), (ii) voluntarily terminate the Pro Rata Share of Non-Consenting Lender in accordance with Section 11.14(b), or (iii) utilize a combination of the procedures described in clauses (i) and (ii) of this Section. If such removal is accomplished by assignment to an Eligible Assignee which has consented to the requested extension, then the request for extension shall be granted with the effect as set forth above. If such removal is accomplished by a voluntary reduction of the Commitment, then the Administrative Agent shall respond to such request in writing, on behalf notify all of the Lenders in its Lender Group (with a copy to the Program Agent), within thirty (30) days after receipt of such request; provided that if such request was received less than thirty (30) days prior to the then effective Maturity Date, each Administrative Agent shall be given at least ten (10) days to respond thereto (meaning that no such request may be delivered fewer than ten (10) days before the Maturity Date). Any Administrative Agent's failure for any reason to respond to such a request within the applicable time period shall be deemed a rejection of the requested extension by the Lenders in its Lender Group. In the case of any Lender that shall not have agreed to (or been deemed to have rejected) an extension request, the Principal Balance of all Loans made by such Lender, together with all Borrower Obligations accrued hereunder and owing to such Lender shall be due and payable in full to such Lender on the Maturity Date that shall have been in effect at the time the request by the Borrower for an extension was madewriting thereof.

Extension of the Maturity Date. The Borrower may requeston one or more occasions, no more frequently than once each year, by delivering upon written notice (an “Extension Notice”) to the Administrative Agents and Agent (which shall promptly notify the Program AgentLenders), that the Lenders extend request an extension of the Maturity Date for an additional 364 daysone or more years, together with one or more specified Permitted Amendments. If the conditions in this Section 2.20 are met, the Maturity Date shall be extended to the date specified in such extension to Extension Notice for all Extending Lenders and any such Permitted Amendments shall become effective as only with respect to the Loans and Revolving Commitments of such Extending Lenders. If a Lender agrees, in its individual and from sole discretion, to so extend its Revolving Commitment and implement any specified Permitted Amendments (an “Extending Lender”), it shall deliver to the Administrative Agent a written notice of its agreement to do so no later than the date all specified by the Administrative Agent with the reasonable consent of the Lenders consenting thereto Borrower (or such later date to which the Borrower and the Administrative Agent shall in their sole discretion consent agree), and the Administrative Agent shall promptly thereafter notify the Borrower of such Extending Lender’s agreement to such extension. The Administrative Agents will forward such requests extend its Revolving Commitment and to any related Permitted Amendments (confirming the Lenders in their respective Lender Groups. Any such request shall be subject to date of extension and the following conditions: new Maturity Date and any related Permitted Amendments (w) at no time shall any Commitment have a term of more than 364 days and, if any such request would result in a term of more than 364 days, such request shall be deemed to have been made for such number of days so that, after giving effect to such extension on extension) applicable to such Extending Lender). The Revolving Commitment of any Lender that fails to accept or respond to the date requested, such term will not exceed 364 days, (x) none of the Lenders will have any obligation to extend any Commitment, (y) if fewer than all of the Lenders agree to extend the Maturity Date at such time, then any such Borrower’s request for extension of the Maturity Date will Date, together with any related Permitted Amendments (a “Declining Lender”), shall be effective only if (1) those Lenders who initially agreed to extend terminated on the Maturity Date then in effect for an additional 364 days subsequently reaffirm their agreement such Lender (without regard to extendany extension by other Lenders) and on such Maturity Date the Borrower shall pay in full the unpaid principal amount of all Loans owing to such Declining Lender, acknowledging that it would then be without together with all accrued and unpaid interest thereon and all fees accrued and unpaid under this Agreement to the participation date of such payment of principal and all other amounts due to such Declining Lender under this Agreement. The Administrative Agent shall promptly notify each Extending Lender of the non-extending aggregate Revolving Commitments of the Declining Lenders. Each Extending Lender may offer to increase its respective Revolving Commitment by an amount not to exceed the aggregate amount of the Declining Lenders’ Revolving Commitments, and such Extending Lender shall deliver to the Administrative Agent a notice of its offer to so increase its Revolving Commitment no later than a date specified by the Administrative Agent with the Borrower’s reasonable consent (2) or such later date to which the Borrower and the Administrative Agent shall agree). To the extent the aggregate amount of additional Revolving Commitments that the Extending Lenders offer pursuant to the preceding sentence exceeds the aggregate amount of the Declining Lenders’ Revolving Commitments, such additional Revolving Commitments shall be reduced on a pro rata basis. To the extent the aggregate amount of Revolving Commitments that the Extending Lenders have so offered to extend is less than the aggregate amount of Revolving Commitments that the Borrower has so requested to be extended, the Borrower shall have made the right but not the obligation to require any Declining Lender to (and any such Declining Lender shall) assign in full its rights and obligations under this Agreement to one or more banks or other financial institutions (which may be, but need not be, one or more of the Extending Lenders) which at the time agree to, in the case of any such Person that is an Extending Lender, increase its Revolving Commitment and in the case of any other such Person (a “New Extending Lender”), become a party to this Agreement; provided that (i) such assignment is otherwise in compliance with Section 9.04, (ii) such Declining Lender receives payment in full of the unpaid principal balance amount of the all Revolving Loans together with all other Borrower Obligations accrued hereunder and owing to each of the non-extending Lenders and their related Lender Groups on the Maturity Date in effect prior to such extension, and (z) any request for such extension shall be made not more than sixty (60) days prior to the then effective Maturity Date. Each Administrative Agent shall respond to such request in writing, on behalf of the Lenders in its Lender Group (with a copy to the Program Agent), within thirty (30) days after receipt of such request; provided that if such request was received less than thirty (30) days prior to the then effective Maturity Date, each Administrative Agent shall be given at least ten (10) days to respond thereto (meaning that no such request may be delivered fewer than ten (10) days before the Maturity Date). Any Administrative Agent's failure for any reason to respond to such a request within the applicable time period shall be deemed a rejection of the requested extension by the Lenders in its Lender Group. In the case of any Lender that shall not have agreed to (or been deemed to have rejected) an extension request, the Principal Balance of all Loans made by such Declining Lender, together with all Borrower Obligations accrued hereunder and owing unpaid interest thereon and all fees accrued and unpaid under this Agreement to the date of such payment of principal and all other amounts due to such Declining Lender under this Agreement and (iii) any such assignment shall be due and payable in full to such Lender effective on the date on or before the date the Maturity Date that shall have been in effect at the time the request is so extended as may be specified by the Borrower for and agreed to by the respective New Extending Lenders and Extending Lenders, as the case may be, and the Administrative Agent. As a condition precedent to such extension and any related amendments, the Borrower shall deliver to the Administrative Agent a certificate of the Borrower, dated as of the date of the Extension Notice, signed by a Responsible Officer of the Borrower (i) certifying and attaching the resolutions adopted by the Borrower and the Guarantors approving or consenting to such extension and any amendments and (ii) certifying that, before and after giving effect to such extension, each of the conditions of Section 4.02 shall be satisfied as of the date of the Extension Notice. Any extension and any related amendments pursuant to this Section 2.20 shall be effected pursuant to an extension was madeExtension Agreement executed and delivered by Borrower, the Extending Lenders, any New Extending Lenders and the Administrative Agent. Each Extension Agreement may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate in the opinion of the Administrative Agent to effect the provision of this Section 2.20.

Extension of the Maturity Date. The Borrower may requestUpon request of the Borrower, which request shall be made no less than 90 days and no more frequently than once 150 days prior to each yearDecember 31, by delivering written notice to the Administrative Agents and the Program Agentcommencing with December 31, that 2000, the Lenders may, but shall be under no obligation to, extend the Maturity Date for by consecutive, and successive one year periods (each, an additional 364 days, with such extension to become effective as of "Extension"). An Extension shall be in the sole and from the date all absolute discretion of the Lenders consenting thereto and shall in their sole discretion consent to such extensionrequire the unanimous approval of all Lenders. The Administrative Agents will forward such requests to Without limiting the Lenders in their respective Lender Groups. Any such request generality of the foregoing, an Extension shall be subject to the following conditionsterms and conditions and such other terms and conditions as the Agent may reasonably require: (wi) at no time Borrower shall any Commitment have provide Agent a term of more than 364 days andwritten notice requesting the Extension; (ii) there shall not exist, if any such request would result in a term of more than 364 days, such request shall be deemed to have been made for such number of days so that, after giving effect to such extension either on the date requestedthe Extension is requested by the Borrower or on the date the Extension becomes effective any Event of Default or Unmatured Event of Default; (iii) all of the representations and warranties contained in the Loan Documents shall be true and correct on the date the Borrower requests the Extension and on the date the Extension becomes effective; (iv) there has been no significant material adverse change in the financial condition of Borrower or any Subsidiary; (v) Borrower shall execute all documents reasonably requested by Agent in connection with the Extension; (vi) Borrower shall pay to Agent, such term will for the benefit of each Lender in accordance with its Percentage Interest, concurrent with the Extension, an extension fee of $40,000 together with all reasonable fees and expenses incurred by Agent in connection with the Extension, and (vii) the Agent and the Lenders shall have agreed in writing to the Extension. The foregoing list of conditions to the Extension is illustrative only and shall not exceed 364 days, (x) none in any way restrict the right of the Lenders will have to impose additional conditions nor shall the Lenders be under any obligation to extend any Commitment, (y) agree to the Extension even if fewer than all of the foregoing conditions have been complied with. Borrower specifically acknowledges and agrees that the Extension shall be in the sole and absolute discretion of the Lenders and that the Lenders are under no obligation to grant the Extension. In the event that the Lenders agree to extend the Extension, the Maturity Date at such time, then any such extension of the Maturity Date will be effective only if (1) those Lenders who initially agreed to extend the Maturity Date for an additional 364 days subsequently reaffirm their agreement to extend, acknowledging that it would then be without the participation of the non-extending Lenders, and (2) the Borrower shall have made payment in full of the principal balance of the Loans together with all other Borrower Obligations accrued hereunder and owing to each of the non-extending Lenders and their related Lender Groups on the Maturity Date in effect prior to such extension, and (z) any request for such extension shall be made not more than sixty (60) days prior to the then effective Maturity Date. Each Administrative Agent shall respond to such request in writing, on behalf extended by a period of the Lenders in its Lender Group (with a copy to the Program Agent), within thirty (30) days after receipt of such request; provided that if such request was received less than thirty (30) days prior to the then effective Maturity Date, each Administrative Agent shall be given at least ten (10) days to respond thereto (meaning that no such request may be delivered fewer than ten (10) days before the Maturity Date). Any Administrative Agent's failure for any reason to respond to such a request within the applicable time period shall be deemed a rejection of the requested extension by the Lenders in its Lender Group. In the case of any Lender that shall not have agreed to (or been deemed to have rejected) an extension request, the Principal Balance of all Loans made by such Lender, together with all Borrower Obligations accrued hereunder and owing to such Lender shall be due and payable in full to such Lender on the Maturity Date that shall have been in effect at the time the request by the Borrower for an extension was madeone year.

Extension of the Maturity Date. The Borrower may request, no more frequently than once each year, by delivering written notice to the Administrative Agents and the Program Agent, that the Lenders extend the Maturity Date for an additional 364 days, with such extension to become effective as of and from the date all of the Lenders consenting thereto shall in their sole discretion consent to such extension. The Administrative Agents will forward such requests to the Lenders in their respective Lender Groups. Any such request shall be subject to the following conditions: (w) at no time shall any Commitment have a term of more than 364 days and, if any such request would result in a term of more than 364 days, such request shall be deemed to have been made for such number of days so that, after giving effect to such extension on the date requested, such term will not exceed 364 days, (x) none of the Lenders will have any obligation to extend any Commitment, (y) if fewer than all of the Lenders agree to extend the Maturity Date at such time, then any such extension of the Maturity Date will be effective only if (1) those Lenders who initially agreed to extend the Maturity Date for an additional 364 days subsequently reaffirm their agreement to extend, acknowledging that it would then be without the participation of the non-extending Lenders, and (2) the Borrower shall have made payment in full of the principal balance of the Loans together with all other Borrower Obligations accrued hereunder and owing to each of the non-extending Lenders and their related Lender Groups on the Maturity Date in effect prior to such extension, and (z) any request for such extension shall be made not more than sixty (60) days prior to the then effective Maturity Date. Each Administrative Agent shall respond to such request in writing, on behalf of the Lenders in its Lender Group (with a copy to the Program Agent), within thirty (30) days after receipt of such request; provided that if such request was received less than thirty (30) days prior to the then effective Maturity Date, each Administrative Agent shall be given at least ten (10) days to respond thereto (meaning that no such request may be delivered fewer than ten (10) days before the Maturity Date). Any Administrative Agent's ’s failure for any reason to respond to such a request within the applicable time period shall be deemed a rejection of the requested extension by the Lenders in its Lender Group. In the case of any Lender that shall not have agreed to (or been deemed to have rejected) an extension request, the Principal Balance of all Loans made by such Lender, together with all Borrower Obligations accrued hereunder and owing to such Lender shall be due and payable in full to such Lender on the Maturity Date that shall have been in effect at the time the request by the Borrower for an extension was made.

Extension of the Maturity Date. The Borrower may request, no more frequently than once each year, by delivering written notice to the Administrative Agents and the Program Agent, that the Lenders extend the Maturity Date may be extended for an additional 364 days, one year periods at the request of Borrower and with such extension to become effective as the written consent of and from the date all of the Lenders consenting thereto shall (which may be withheld in their the sole and absolute discretion consent of each Lender) pursuant to such extensionthis Section. The Administrative Agents will forward such requests Not earlier than June 1, 2002 nor later than August 1, 2002, or in the similar period in each subsequent year, and provided that Borrower is then in compliance with Section 7.1, Borrower may deliver to the Lenders in their respective Lender Groups. Any such request shall be subject to the following conditions: (w) at no time shall any Commitment have a term of more than 364 days and, if any such request would result in a term of more than 364 days, such request shall be deemed to have been made for such number of days so that, after giving effect to such extension on the date requested, such term will not exceed 364 days, (x) none of Administrative Agent and the Lenders will have any obligation to extend any Commitment, (y) if fewer than all of the Lenders agree to extend the Maturity Date at such time, then any such a written request for a one year extension of the Maturity Date will be effective only if together with a –21– certificate signed by a Senior Officer on behalf of Borrower stating that the representations and warranties contained in Article 4 (1other than (i) those representations and warranties which expressly speak as of a particular date or are no longer true and correct as a result of a change which is not a violation of this Agreement, (ii) as otherwise disclosed by Borrower and approved in writing by the Requisite Lenders who initially agreed and (iii) Sections 4.4(a), 4.6 (first sentence), 4.17 and 4.19) are true and correct on and as of the date of such certificate. Each Lender shall, prior to extend August 20 of such year, notify the Administrative Agent whether (in its sole and absolute discretion) it consents to such request and the Administrative Agent shall, after receiving the notifications from all of the Lenders or the expiration of such period, whichever is earlier, notify Borrower and the Lenders of the results thereof. If all of the Lenders have consented, then the Maturity Date shall be extended for an additional 364 days subsequently reaffirm their agreement one year. If Lenders holding at least 80% of the Commitment consent to extendthe request for extension, acknowledging but one or more Lenders (each a "Non-Consenting Lender") notify the Administrative Agent that it would then will not consent to the request for extension (or fail to notify the Administrative Agent in writing of its consent to the extension by August 20), Borrower may (i) cause such Non-Consenting Lender to be without removed as a Lender under this Agreement pursuant to Section 11.15(a), (ii) voluntarily terminate the participation Pro Rata Share of Non-Consenting Lender in accordance with Section 11.15(b), or (iii) utilize a combination of the non-extending Lenders, procedures described in clauses (i) and (2ii) of this Section. If such removal is accomplished by assignment to an Eligible Assignee which has consented to the Borrower shall have made payment in full of the principal balance of the Loans together with all other Borrower Obligations accrued hereunder and owing to each of the non-extending Lenders and their related Lender Groups on the Maturity Date in effect prior to such requested extension, and (z) any then the request for such extension shall be made not more than sixty (60) days prior to granted with the effect as set forth above. If such removal is accomplished by a voluntary reduction of the Commitment, then effective Maturity Date. Each the Administrative Agent shall respond to such request in writing, on behalf notify all of the Lenders in its Lender Group (with a copy to the Program Agent), within thirty (30) days after receipt of such request; provided that if such request was received less than thirty (30) days prior to the then effective Maturity Date, each Administrative Agent shall be given at least ten (10) days to respond thereto (meaning that no such request may be delivered fewer than ten (10) days before the Maturity Date). Any Administrative Agent's failure for any reason to respond to such a request within the applicable time period shall be deemed a rejection of the requested extension by the Lenders in its Lender Group. In the case of any Lender that shall not have agreed to (or been deemed to have rejected) an extension request, the Principal Balance of all Loans made by such Lender, together with all Borrower Obligations accrued hereunder and owing to such Lender shall be due and payable in full to such Lender on the Maturity Date that shall have been in effect at the time the request by the Borrower for an extension was madewriting thereof.

Extension of the Maturity Date. The Borrower may request, no more frequently than once each year, by delivering written notice to the Administrative Agents and the Program Agent, that the Lenders extend the Maturity Date may be extended for an additional 364 days, day periods at the request of the Parent and with such extension to become effective as the written consent of and from the date all of the Lenders consenting thereto shall (which may be withheld in their the sole and absolute discretion consent of each Lender) pursuant to such extensionthis Section. The Administrative Agents will forward such requests Not earlier than January 15 of each year, nor later than March 15 of each year, the Parent and the Borrowers may deliver to the Lenders in their respective Lender Groups. Any such request shall be subject to the following conditions: (w) at no time shall any Commitment have a term of more than 364 days and, if any such request would result in a term of more than 364 days, such request shall be deemed to have been made for such number of days so that, after giving effect to such extension on the date requested, such term will not exceed 364 days, (x) none of Administrative Agent and the Lenders will have any obligation to extend any Commitment, (y) if fewer than all of the Lenders agree to extend the Maturity Date at such time, then any such a written request for a 364 day extension of the Maturity Date will together with a Certificate of a Responsible Official signed by a Senior Officer on behalf of Parent and each Borrower stating that the representations and warranties contained in Article 4 (other than (i) representations and warranties which expressly speak as of a particular date or are no longer true and correct as a result of a change which is not a violation of this Agreement, (ii) as otherwise disclosed by the Parent and the Borrowers and approved in writing by the Requisite Lenders and (iii) Sections 4.4(a), 4.6 (first sentence), and 4.15) shall be effective only if true and correct on and as of the date of such Certificate. Each Lender shall notify the Administrative Agent within 30 days following its receipt of such a Certificate whether (1in its sole and absolute discretion) those it consents to such request and the Administrative Agent shall, after receiving the notifications from all of the Lenders who initially agreed to extend or the expiration of such period, whichever is earlier, notify Parent and the Borrowers and the Lenders of the results thereof. If all of the Lenders have consented, then the Maturity Date shall, effective on the then-current Maturity Date be extended for an additional 364 days subsequently reaffirm their agreement from the then current Maturity Date. If Lenders holding at least 66 2/3% of the Commitment consent to extendthe request for extension, acknowledging but one or more Lenders (each a "Non-Consenting Lender") notify the Administrative Agent that it would then will not consent to the request for extension (or fail to notify the Managing Agent in writing of its consent within the required period), Parent and the Borrowers may (i) cause such Non-Consenting Lender to be without removed as a Lender under this Agreement pursuant to Section 11.14(a), (ii) voluntarily terminate the participation Pro Rata Share of Non-Consenting Lender in accordance with Section 11.14(b), or (iii) utilize a combination of the non-extending Lenders, procedures described in clauses (i) and (2ii) of this Section. If such removal is accomplished by assignment to an Eligible Assignee which has consented to the Borrower shall have made payment in full of the principal balance of the Loans together with all other Borrower Obligations accrued hereunder and owing to each of the non-extending Lenders and their related Lender Groups on the Maturity Date in effect prior to such requested extension, and (z) any then the request for such extension shall be made not more than sixty (60) days prior to granted with the effect as set forth above. If such removal is accomplished by a voluntary reduction of the Commitment, then effective Maturity Date. Each the Administrative Agent shall respond to such request in writing, on behalf notify all of the Lenders in its Lender Group (with a copy to the Program Agent), within thirty (30) days after receipt of such request; provided that if such request was received less than thirty (30) days prior to the then effective Maturity Date, each Administrative Agent shall be given at least ten (10) days to respond thereto (meaning that no such request may be delivered fewer than ten (10) days before the Maturity Date). Any Administrative Agent's failure for any reason to respond to such a request within the applicable time period shall be deemed a rejection of the requested extension by the Lenders in its Lender Group. In the case of any Lender that shall not have agreed to (or been deemed to have rejected) an extension request, the Principal Balance of all Loans made by such Lender, together with all Borrower Obligations accrued hereunder and owing to such Lender shall be due and payable in full to such Lender on the Maturity Date that shall have been in effect at the time the request by the Borrower for an extension was madewriting thereof.

Extension of the Maturity Date. The Borrower may request, no more frequently than once each year, by delivering written notice to the Administrative Agents and the Program Agent, that the Lenders extend the Maturity Date may be extended for an additional 364 days, day periods at the request of the Parent and with such extension to become effective as the written consent of and from the date all of the Lenders consenting thereto shall (which may be withheld in their the sole and absolute discretion consent of each Lender) pursuant to such extensionthis Section. The Administrative Agents will forward such requests Not earlier than January 15 of each year, nor later than March 15 of each year, the Parent and the Borrowers may deliver to the Lenders in their respective Lender Groups. Any such request shall be subject to the following conditions: (w) at no time shall any Commitment have a term of more than 364 days and, if any such request would result in a term of more than 364 days, such request shall be deemed to have been made for such number of days so that, after giving effect to such extension on the date requested, such term will not exceed 364 days, (x) none of Administrative Agent and the Lenders will have any obligation to extend any Commitment, (y) if fewer than all of the Lenders agree to extend the Maturity Date at such time, then any such a written request for a 364 day extension of the Maturity Date will together with a Certificate of a Responsible Official signed by a Senior Officer on behalf of Parent and each Borrower stating that the representations and warranties contained in Article 4 (other than (i) representations and warranties which expressly speak as of a particular date or are no longer true and correct as a result of a change which is not a violation of this Agreement, (ii) as otherwise disclosed by the Parent and the Borrowers and approved in writing by the Requisite Lenders and (iii) Sections 4.4(a), 4.6 (first sentence), and 4.15) shall be effective only if true and correct on and as of the date of such Certificate. Each Lender shall notify the Administrative Agent within 30 days following its receipt of such a Certificate whether (1in its sole and absolute discretion) those it consents to such request and the Administrative Agent shall, after receiving the notifications from all of the Lenders who initially agreed to extend or the expiration of such period, whichever is earlier, notify Parent and the Borrowers and the Lenders of the results thereof. If all of the Lenders have consented, then the Maturity Date shall, effective on the then-current Maturity Date, be extended for an additional 364 days subsequently reaffirm their agreement from the then current Maturity Date. If Lenders holding at least 66 2/3% of the Commitment consent to extendthe request for extension, acknowledging but one or more Lenders (each a "Non-Consenting Lender") notify the Administrative Agent that it would then will not consent to the request for extension (or fail to notify the Managing Agent in writing of its consent within the required period), Parent and the Borrowers may (i) cause such Non-Consenting Lender to be without removed as a Lender under this Agreement pursuant to Section 11.14(a), (ii) voluntarily terminate the participation Pro Rata Share of Non-Consenting Lender in accordance with Section 11.14(b), or (iii) utilize a combination of the non-extending Lenders, procedures described in clauses (i) and (2ii) of this Section. If such removal is accomplished by assignment to an Eligible Assignee which has consented to the Borrower shall have made payment in full of the principal balance of the Loans together with all other Borrower Obligations accrued hereunder and owing to each of the non-extending Lenders and their related Lender Groups on the Maturity Date in effect prior to such requested extension, and (z) any then the request for such extension shall be made not more than sixty (60) days prior to granted with the effect as set forth above. If such removal is accomplished by a voluntary reduction of the Commitment, then effective Maturity Date. Each the Administrative Agent shall respond to such request in writing, on behalf notify all of the Lenders in its Lender Group (with a copy to the Program Agent), within thirty (30) days after receipt of such request; provided that if such request was received less than thirty (30) days prior to the then effective Maturity Date, each Administrative Agent shall be given at least ten (10) days to respond thereto (meaning that no such request may be delivered fewer than ten (10) days before the Maturity Date). Any Administrative Agent's failure for any reason to respond to such a request within the applicable time period shall be deemed a rejection of the requested extension by the Lenders in its Lender Group. In the case of any Lender that shall not have agreed to (or been deemed to have rejected) an extension request, the Principal Balance of all Loans made by such Lender, together with all Borrower Obligations accrued hereunder and owing to such Lender shall be due and payable in full to such Lender on the Maturity Date that shall have been in effect at the time the request by the Borrower for an extension was madewriting thereof.

Extension of the Maturity Date. The Maturity Date may be extended for one-year periods at the request of Borrower and with the written consent of all of the Banks (which may be withheld in the sole and absolute discretion of each Bank) pursuant to this Section. Not earlier than March 1, 1998 nor later than May 1, 1998, or in the corresponding period in each subsequent year, and provided that Borrower is then in compliance with Section 7.1, Borrower may request, no more frequently than once each year, by delivering written notice deliver to the Administrative Agents Agent and the Program Agent, that the Lenders extend the Maturity Date Banks a written request for an additional 364 days, with such extension to become effective as of and from the date all of the Lenders consenting thereto shall in their sole discretion consent to such extension. The Administrative Agents will forward such requests to the Lenders in their respective Lender Groups. Any such request shall be subject to the following conditions: (w) at no time shall any Commitment have a term of more than 364 days and, if any such request would result in a term of more than 364 days, such request shall be deemed to have been made for such number of days so that, after giving effect to such extension on the date requested, such term will not exceed 364 days, (x) none of the Lenders will have any obligation to extend any Commitment, (y) if fewer than all of the Lenders agree to extend the Maturity Date at such time, then any such one year extension of the Maturity Date will together with a Certificate of a Responsible Official signed by a Senior Officer on behalf of Borrower stating that the representations and warranties contained in Article 4 (other than (i) representations and warranties which expressly speak as of a particular date or are no longer true and correct as a result of a change which is not a violation of this Agreement, (ii) as otherwise disclosed by Borrower and approved in writing by the Requisite Banks and (iii) Sections 4.4, 4.6 (first sentence), 4.7, 4.8, 4.9, 4.16 and 4.18) shall be effective only if true and correct on and as of the date of such Certificate. Each Bank shall, on or prior to May 20 of such year, notify in writing the Administrative Agent whether (1in its sole and absolute discretion) those Lenders who initially agreed it consents to extend such request and the Administrative Agent shall, after receiving the notifications from all of the Banks or the expiration of such period, whichever is earlier, notify Borrower and the Banks of the results thereof. If all of the Banks have consented, then the Maturity Date shall be extended for an additional 364 days subsequently reaffirm their agreement one year. If the Requisite Banks consent to extendthe request for extension, acknowledging but one or more Banks notifies the Administrative Agent that it would then will not consent to the request for extension (or fails to notify the Administrative Agent in writing of its consent to the extension by May 20), Borrower may cause such Bank(s) to be without the participation of the non-extending Lendersremoved as a Bank(s) under this Agreement pursuant to Section 11.25, and (2) the Borrower shall have made payment in full of the principal balance of the Loans together with all other Borrower Obligations accrued hereunder and owing to each of the non-extending Lenders and their related Lender Groups on whereupon the Maturity Date in effect prior to such extension, and (z) any request for such extension shall be made not more than sixty (60) days prior to the then effective Maturity Date. Each Administrative Agent shall respond to such request in writing, on behalf of the Lenders in its Lender Group (with a copy to the Program Agent), within thirty (30) days after receipt of such request; provided that if such request was received less than thirty (30) days prior to the then effective Maturity Date, each Administrative Agent shall be given at least ten (10) days to respond thereto (meaning that no such request may be delivered fewer than ten (10) days before the Maturity Date). Any Administrative Agent's failure extended for any reason to respond to such a request within the applicable time period shall be deemed a rejection of the requested extension by the Lenders in its Lender Group. In the case of any Lender that shall not have agreed to (or been deemed to have rejected) an extension request, the Principal Balance of all Loans made by such Lender, together with all Borrower Obligations accrued hereunder and owing to such Lender shall be due and payable in full to such Lender on the Maturity Date that shall have been in effect at the time the request by the Borrower for an extension was madeone year.

Extension of the Maturity Date. The Maturity Date may be extended for one year periods at the request of Borrower and with the written consent of all of the Banks (which may be withheld in the sole and absolute discretion of each Bank) pursuant to this Section. Not earlier than June 1, 1998 nor later than August 1, 1998, or in the similar period in each subsequent year, and provided that Borrower is then in compliance with Section 7.1, Borrower may request, no more frequently than once each year, by delivering written notice deliver to the Administrative Agents Agent and the Program Agent, that the Lenders extend the Maturity Date Banks a written request for an additional 364 days, with such extension to become effective as of and from the date all of the Lenders consenting thereto shall in their sole discretion consent to such extension. The Administrative Agents will forward such requests to the Lenders in their respective Lender Groups. Any such request shall be subject to the following conditions: (w) at no time shall any Commitment have a term of more than 364 days and, if any such request would result in a term of more than 364 days, such request shall be deemed to have been made for such number of days so that, after giving effect to such extension on the date requested, such term will not exceed 364 days, (x) none of the Lenders will have any obligation to extend any Commitment, (y) if fewer than all of the Lenders agree to extend the Maturity Date at such time, then any such one year extension of the Maturity Date will together with a Certificate of a Responsible Official signed by a Senior Officer on behalf of Borrower stating that the representations and warranties contained in Article 4 (other than (i) representations and warranties which expressly speak as of a particular date or are no longer true and correct as a result of a change which is not a violation of this Agreement, (ii) as otherwise disclosed by Borrower and approved in writing by the Requisite Banks and (iii) Sections 4.4(a), 4.6 (first sentence), 4.17 and 4.19) shall be effective only if true and correct on and as of the date of such Certificate. Each Bank shall, prior to August 20 of such year, notify the Administrative Agent whether (1in its sole and absolute discretion) those Lenders who initially agreed it consents to extend such request and the Administrative Agent shall, after receiving the notifications from all of the Banks or the expiration of such period, whichever is earlier, notify Borrower and the Banks of the results thereof. If all of the Banks have consented, then the Maturity Date shall be extended for an additional 364 days subsequently reaffirm their agreement one year. If Banks holding at least 80% of the Commitment consent to extendthe request for extension, acknowledging but one or more Banks (each a "Non-Consenting Bank") notify the Administrative Agent that it would then will not consent to the request for extension (or fail to notify the Managing Agent in writing of its consent to the extension by August 20), Borrower may (i) cause such Non-Consenting Bank to be without removed as a Bank under this Agreement pursuant to Section 11.15(a), (ii) voluntarily terminate the participation Pro Rata Share of Non-Consenting Bank in accordance with Section 11.15(b), or (iii) utilize a combination of the non-extending Lenders, procedures described in clauses (i) and (2ii) of this Section. If such removal is accomplished by assignment to an Eligible Assignee which has consented to the Borrower shall have made payment in full of the principal balance of the Loans together with all other Borrower Obligations accrued hereunder and owing to each of the non-extending Lenders and their related Lender Groups on the Maturity Date in effect prior to such requested extension, and (z) any then the request for such extension shall be made not more than sixty (60) days prior to granted with the effect as set forth above. If such removal is accomplished by a voluntary reduction of the Commitment, then effective Maturity Date. Each the Administrative Agent shall respond to such request in writing, on behalf notify all of the Lenders Banks in its Lender Group (with a copy to the Program Agent), within thirty (30) days after receipt of such request; provided that if such request was received less than thirty (30) days prior to the then effective Maturity Date, each Administrative Agent shall be given at least ten (10) days to respond thereto (meaning that no such request may be delivered fewer than ten (10) days before the Maturity Date). Any Administrative Agent's failure for any reason to respond to such a request within the applicable time period shall be deemed a rejection of the requested extension by the Lenders in its Lender Group. In the case of any Lender that shall not have agreed to (or been deemed to have rejected) an extension request, the Principal Balance of all Loans made by such Lender, together with all Borrower Obligations accrued hereunder and owing to such Lender shall be due and payable in full to such Lender on the Maturity Date that shall have been in effect at the time the request by the Borrower for an extension was madewriting thereof.