Common use of Extension of Stated Maturity Date Clause in Contracts

Extension of Stated Maturity Date. (a) Not earlier than 75 days prior to, nor later than 30 days prior to, an annual anniversary of the Closing Date, the Borrower may, upon notice to the Administrative Agent (who shall promptly notify the Lenders), request a one year extension of the then current Stated Maturity Date. The Borrower may request such an extension no more than two times. Within 15 days of delivery of such notice, each Lender shall notify the Administrative Agent whether or not it consents to such extension (which consent may be given or withheld in such Lender’s sole and absolute discretion). Any Lender not responding within the above time period shall be deemed not to have consented to such extension. The Administrative Agent shall promptly notify the Borrower and the Lenders of the Lenders’ responses. If any Lender declines, or is deemed to have declined, to consent to such extension (a “Declining Lender”), the Borrower may cause any such Declining Lender to be removed or replaced as a Lender pursuant to Section 10.16. (b) Only if Lenders holding greater than 50% of the Commitments (calculated prior to giving effect to any removals and/or replacements of Lenders permitted herein) (the “Consenting Lenders”) have consented to an extension requested pursuant to this Section 2.14, the Stated Maturity Date shall be extended, with respect only to the Consenting Lenders and any Lender replacing a Declining Lender pursuant to Section 10.16. If so extended, the Stated Maturity Date, as to the Consenting Lenders and each Lender replacing a Declining Lender pursuant to Section 10.16, shall be extended to the date falling one year after the existing Stated Maturity Date (except that if such date is not a Business Day, such Stated Maturity Date, as so extended, shall be the next preceding Business Day); provided, however, that the pre-existing Stated Maturity Date shall remain in effect with respect to any Declining Lender that is not replaced. The Administrative Agent and the Borrower shall promptly confirm to the Lenders such extension, and the Administrative Agent shall distribute an amended Schedule 2.01 (which shall be deemed incorporated into this Agreement), to reflect any changes in Lenders and their respective Commitments. (c) As a condition precedent to such extension, the Borrower shall have provided to the Administrative Agent the following, in form and substance satisfactory to the Administrative Agent: (i) copies of corporate resolutions certified by the Secretary or Assistant Secretary of the Borrower, or such other evidence as may be satisfactory to the Administrative Agent, demonstrating that Borrower’s incurrence of indebtedness hereunder with a maturity date of the Stated Maturity Date, as extended pursuant to this Section 2.14, has been duly authorized by all necessary corporate action, together with an opinion of counsel to the Borrower (which may be internal counsel) to such effect, and (ii) a certificate (in sufficient copies for each Lender), signed by a Responsible Officer of the Borrower certifying that, (A) before and after giving effect to such extension, the representations and warranties contained in Article V (including without limitation the representation and warranties set forth in Sections 5.04(c) and 5.05) and the other Loan Documents are true and correct in all material respects on and as of the date thereof (or if qualified by materiality or material adverse effect, true and correct in all respects; provided that the representation and warranty made in Section 5.12(a) is true and correct in all respects), except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.04 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) no Default or Event of Default exists. (d) The Borrower shall (i) on the existing Stated Maturity Date, prior to or contemporaneous with giving effect to any extension, pay amounts due, in full, to any Declining Lender that is not replaced as a Lender pursuant to Section 10.16, (ii) prepay any Committed Loans outstanding on the existing Stated Maturity Date which were made to it (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep outstanding Committed Loans ratable with the Pro Rata Shares of all the Lenders; and (iii) in the event that any Declining Lender is a L/C Issuer and any one or more Letters of Credit issued by such L/C Issuer under this Agreement remain outstanding on such L/C Issuer’s Stated Maturity Date, the Borrower shall Cash Collateralize such Letter of Credit pursuant to the terms of Section 2.03(g) to secure the Borrower’s obligations to reimburse for drawings under such Letters of Credit or make other arrangements reasonably satisfactory to such L/C Issuer with respect to such Letters of Credit including providing other credit support.

Extension of Stated Maturity Date. The Borrower Parties shall have an option to extend the Stated Maturity Date then in effect for one (1) additional term of not more than twelve (12) months, subject to the consent of the Administrative Agent and each extending Lender (such extension shall be referred to herein as an “Extension”) and subject to satisfaction of the following conditions precedent: (a) Not earlier than 75 days on or prior to, nor later than 30 days prior to, an annual anniversary to the proposed date of the Closing Datesuch Extension, the Borrower may, upon notice Parties shall have paid to the Administrative Agent (who shall promptly notify for the Lenders), request a one year extension benefit of the then current Stated Maturity Date. The Borrower may request extending Lenders the Extension Fee, payable to each such an extension no more than two times. Within 15 days of delivery of such notice, each Lender shall notify the Administrative Agent whether or not it consents to such extension (which consent may be given or withheld in such Lender’s sole and absolute discretion). Any Lender not responding within the above time period shall be deemed not to have consented to such extension. The Administrative Agent shall promptly notify the Borrower and the Lenders ratably based on its share of the Lenders’ responses. If any Lender declines, or is deemed Commitments subject to have declined, to consent to such extension (a “Declining Lender”), the Borrower may cause any such Declining Lender to be removed or replaced as a Lender pursuant to Section 10.16.extension; (b) Only if Lenders holding greater than 50% as of the Commitments (calculated prior to giving effect to any removals and/or replacements of Lenders permitted herein) (the “Consenting Lenders”) have consented to an extension requested pursuant to this Section 2.14, the Stated Maturity Date shall be extended, with respect only to the Consenting Lenders and any Lender replacing a Declining Lender pursuant to Section 10.16. If so extended, the Stated Maturity Date, as to the Consenting Lenders and each Lender replacing a Declining Lender pursuant to Section 10.16, shall be extended to the date falling one year after the existing Stated Maturity Date (except that if such date is not a Business Day, such Stated Maturity Date, as so extended, shall be the next preceding Business Day); provided, however, that the pre-existing Stated Maturity Date shall remain in effect with respect to any Declining Lender that is not replaced. The Administrative Agent and the Borrower shall promptly confirm to the Lenders such extension, and the Administrative Agent shall distribute an amended Schedule 2.01 (which shall be deemed incorporated into this Agreement), to reflect any changes in Lenders and their respective Commitments. (c) As a condition precedent to such extension, the Borrower shall have provided to the Administrative Agent the following, in form and substance satisfactory to the Administrative Agent: (i) copies of corporate resolutions certified by the Secretary or Assistant Secretary of the Borrower, or such other evidence as may be satisfactory to the Administrative Agent, demonstrating that Borrower’s incurrence of indebtedness hereunder with a maturity proposed date of the Stated Maturity Date, as extended pursuant to this Section 2.14, has been duly authorized by all necessary corporate action, together with an opinion of counsel to the Borrower (which may be internal counsel) to such effect, and (ii) a certificate (in sufficient copies for each Lender), signed by a Responsible Officer of the Borrower certifying that, (A) before Extension and immediately after giving effect to such extensionthereto, the representations and warranties contained in Article V (including without limitation the representation and warranties set forth herein and in Sections 5.04(c) and 5.05) and the other Loan Documents are true and correct in all material respects with the same force and effect as if made on and as of the such date thereof (or if qualified by materiality or material adverse effect, true and correct in all respects; provided that the representation and warranty made in Section 5.12(a) is true and correct in all respects), except to the extent that such representations and warranties specifically refer expressly relate to an earlier date); provided that if a representation or warranty is qualified as to materiality, in which case they are true and correct as of with respect to such earlier daterepresentation or warranty, and except that the foregoing materiality qualifier shall be disregarded for the purposes of this Section 2.14, the representations and warranties contained in subsections condition; (a) and (b) of Section 5.04 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (Bc) no Default or Event of Default exists.shall have occurred and be continuing on the date on which notice is given in accordance with the following clause (d) or on the date of such extension; (d) The the Borrower Parties shall (i) on have delivered a Facility Extension Request with respect to the existing Stated Maturity Date, prior to or contemporaneous with giving effect to any extension, pay amounts due, in full, to any Declining Lender that is not replaced as a Lender pursuant to Section 10.16, (ii) prepay any Committed Loans outstanding on the existing Stated Maturity Date which were made to it (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary Administrative Agent not less than thirty (30) days prior to keep outstanding Committed Loans ratable with the Pro Rata Shares of all the Lenders; and (iii) in the event that any Declining Lender is a L/C Issuer and any one or more Letters of Credit issued by such L/C Issuer under this Agreement remain outstanding on such L/C Issuer’s Stated Maturity Date, Date then in effect (or such shorter period as the Administrative Agent may agree in writing); and (e) the Borrower Parties shall Cash Collateralize such Letter of Credit pursuant have delivered to the terms Lenders a new or updated Beneficial Ownership Certification, as applicable, in relation to each Borrower Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, if so requested by the Administrative Agent prior to the effectiveness of Section 2.03(g) any extension to secure the Borrower’s obligations to reimburse for drawings under such Letters of Credit or make other arrangements reasonably satisfactory to such L/C Issuer with respect to such Letters of Credit including providing other credit supportMaturity Date.

Extension of Stated Maturity Date. (a) Not No earlier than 75 90 days and no later than 60 days prior toto an Anniversary Date, nor the Company may, subject to satisfaction of the conditions precedent for a Borrowing other than a Refunding Borrowing set forth in Section 4.02, request in writing delivered to the Administrative Agent an extension of the Maturity Date for a period equal to one year from the then applicable Maturity Date (the "Extension Request"). The Maturity Date shall be extended as provided in this Section 2.19 if at least the Required Lenders consent to such extension. Each Lender shall, no later than 30 days prior to, an annual anniversary of the Closing Date, the Borrower may, upon notice to after receiving from the Administrative Agent (who shall promptly the applicable Extension Request, notify the Lenders), request a one year Company and the Administrative Agent of its election to extend or not extend the Maturity Date as requested in such Extension Request. If the Required Lenders shall approve in writing the extension of the then current Stated Maturity Date. The Borrower may request Date requested in such an Extension Request, the Maturity Date shall automatically and without any further action by any Person be extended for the period specified in such Extension Request; provided that (i) each extension no more than two times. Within 15 pursuant to this Section 2.19 shall be for a maximum of one year, and (ii) the Commitment of any Lender that does not consent in writing within 30 days of delivery of such notice, each Lender shall notify after receiving from the Administrative Agent whether or not it consents the applicable Extension Request (a "Non-Extending Lender") shall, unless earlier terminated in accordance with this Agreement, expire on the Maturity Date in effect on the date of such Extension Request (such Maturity Date, if any, referred to as the "Commitment Expiration Date" with respect to such extension (which consent may be given or withheld in such Non-Extending Lender’s sole and absolute discretion). Any Lender If, within 30 days after receiving from the Administrative Agent the applicable Extension Request, the Required Lenders shall not responding within approve in writing the above time period extension of the Maturity Date requested in an Extension Request, the Maturity Date shall not be deemed not to have consented extended pursuant to such extensionExtension Request. The Administrative Agent shall promptly notify (y) the Borrower Lenders and the Company of any extension of the Maturity Date pursuant to this Section 2.19 and (z) the Company and the Lenders of the Lenders’ responses. If any Lender declines, or is deemed to have declined, to consent to such extension (which becomes a “Declining Non-Extending Lender”), the Borrower may cause any such Declining Lender to be removed or replaced as a Lender pursuant to Section 10.16. (b) Only if Lenders holding greater than 50% of the Commitments (calculated prior to giving effect Loans owing to any removals and/or replacements of Lenders permitted herein) (Non-Extending Lender on the “Consenting Lenders”) have consented to an extension requested pursuant to this Section 2.14, the Stated Maturity Commitment Expiration Date shall be extended, with respect only to the Consenting Lenders and any Lender replacing a Declining Lender pursuant to Section 10.16. If so extended, the Stated Maturity Date, as to the Consenting Lenders and each Lender replacing a Declining Lender pursuant to Section 10.16, shall be extended to the date falling one year after the existing Stated Maturity Date (except that if such date is not a Business Day, such Stated Maturity Date, as so extended, shall be the next preceding Business Day); provided, however, that the pre-existing Stated Maturity Date shall remain in effect with respect to any Declining such Lender that is not replaced. The Administrative Agent and the Borrower shall promptly confirm to the Lenders such extension, and the Administrative Agent shall distribute an amended Schedule 2.01 (which shall be deemed incorporated into this Agreement), to reflect any changes repaid in Lenders and their respective Commitmentsfull on or before the Commitment Expiration Date. (c) As a condition precedent to such extension, the Each Borrower shall have provided the right, so long as no Event of Default has occurred and is then continuing, upon giving notice to the Administrative Agent and the followingNon-Extending Lenders, to prepay in form and substance satisfactory full the Loans made to it owing to the Administrative Agent: (iNon-Extending Lenders, together with accrued interest thereon, any amounts payable pursuant to Sections 2.11, 2.13, 2.14, 2.15 and 10.03(b) copies of corporate resolutions certified by and any accrued and unpaid facility fee or other amounts payable to the Secretary or Assistant Secretary of Non-Extending Lenders hereunder and/or, upon giving not less than three Business Days' notice to the Borrower, or such other evidence as may be satisfactory to Non-Extending Lenders and the Administrative Agent, demonstrating that Borrower’s incurrence of indebtedness hereunder with a maturity date to cancel the whole or part of the Stated Maturity Date, as extended pursuant to this Section 2.14, has been duly authorized by all necessary corporate action, together with an opinion of counsel to the Borrower (which may be internal counsel) to such effect, and (ii) a certificate (in sufficient copies for each Lender), signed by a Responsible Officer Commitments of the Borrower certifying that, (A) before and after giving effect to such extension, the representations and warranties contained in Article V (including without limitation the representation and warranties set forth in Sections 5.04(c) and 5.05) and the other Loan Documents are true and correct in all material respects on and as of the date thereof (or if qualified by materiality or material adverse effect, true and correct in all respects; provided that the representation and warranty made in Section 5.12(a) is true and correct in all respects), except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.04 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) no Default or Event of Default existsNon-Extending Lenders. (d) The Borrower Notwithstanding the foregoing, if any Lender becomes a Non-Extending Lender, the Company may, at its own expense and in its sole discretion and prior to the then stated Maturity Date, require such Lender to transfer or assign, in whole or in part, without recourse (in accordance with Section 10.04), all or part of its interests, rights and obligations under this Agreement to an assignee permitted under Section 10.04 (provided that the Company with the full cooperation of such Lender, can identify such an assignee that is ready, willing and able to be an assignee with respect thereto) which shall assume such assigned obligations (which assignee may be another Lender, if such assignee Lender accepts such assignment); provided that (i) the assignee or the Company, as the case may be, shall have paid to such Lender in immediately available funds the principal of and interest accrued to the date of such payment on the existing Stated Maturity DateLoans made by it hereunder and all other amounts owed to it hereunder, prior to or contemporaneous with giving effect to including, without limitation, any extension, pay amounts due, in full, to any Declining Lender that is not replaced as a Lender owing pursuant to Section 10.1610.03(b) and any amounts that would be owing under said Section if such Loans were prepaid on the date of such assignment, and (ii) prepay such assignment does not conflict with any Committed Loans outstanding on the existing Stated Maturity Date applicable law of any Governmental Authority. Any assignee which were becomes a Lender as a result of such an assignment made to it (and pay any additional amounts required pursuant to Section 3.05this paragraph (d) shall be deemed to have consented to the extent necessary to keep outstanding Committed Loans ratable with the Pro Rata Shares of all the Lenders; and (iii) in the event that any Declining Lender is applicable Extension Request and, therefore, shall not be a L/C Issuer and any one or more Letters of Credit issued by such L/C Issuer under this Agreement remain outstanding on such L/C Issuer’s Stated Maturity Date, the Borrower shall Cash Collateralize such Letter of Credit pursuant to the terms of Section 2.03(g) to secure the Borrower’s obligations to reimburse for drawings under such Letters of Credit or make other arrangements reasonably satisfactory to such L/C Issuer with respect to such Letters of Credit including providing other credit supportNon-Extending Lender.

Extension of Stated Maturity Date. (a) Not earlier than 75 days prior to, nor later than 30 days prior to, an annual anniversary of the Closing Date, the Borrower may, upon notice to the Administrative Agent (who shall promptly notify the Lenders), request a one year extension of the then current Stated Maturity Date. The Borrower may request such an extension no more than two times. Within 15 days of delivery of such notice, each Lender shall notify the Administrative Agent whether or not it consents to such extension (which consent may be given or withheld in such Lender’s sole and absolute discretion). Any Lender not responding within the above time period shall be deemed not to have consented to such extension. The Administrative Agent shall promptly notify the Borrower and the Lenders of the Lenders’ responses. If any Lender declines, or is deemed to have declined, to consent to such extension (a “Declining Lender”), the Borrower may cause any such Declining Lender to be removed or replaced as a Lender pursuant to Section 10.16. (b) Only if Lenders holding greater than 50% of the Commitments (calculated prior to giving effect to any removals and/or replacements of Lenders permitted herein) (the “Consenting Lenders”) have consented to an extension requested pursuant to this Section 2.14, the Stated Maturity Date shall be extended, with respect only to the Consenting Lenders and any Lender replacing a Declining Lender pursuant to Section 10.16. If so extended, the Stated Maturity Date, as to the Consenting Lenders and each Lender replacing a Declining Lender pursuant to Section 10.16, shall be extended to the date falling one year after the existing Stated Maturity Date (except that if such date is not a Business Day, such Stated Maturity Date, as so extended, shall be the next preceding Business Day); provided, however, that the pre-existing Stated Maturity Date shall remain in effect with respect to any Declining Lender that is not replaced. The Administrative Agent and the Borrower shall promptly confirm to the Lenders such extension, and the Administrative Agent shall distribute an amended Schedule 2.01 (which shall be deemed incorporated into this Agreement), to reflect any changes in Lenders and their respective Commitments. (c) As a condition precedent to such extension, the Borrower shall have provided to the Administrative Agent the following, in form and substance satisfactory to the Administrative Agent: (i) copies of corporate resolutions certified by the Secretary or Assistant Secretary of the Borrower, or such other evidence as may be satisfactory to the Administrative Agent, demonstrating that Borrower’s incurrence of indebtedness hereunder with a maturity date of the Stated Maturity Date, as extended pursuant to this Section 2.14, has been duly authorized by all necessary corporate action, together with an opinion of counsel to the Borrower (which may be internal counsel) to such effect, and (ii) a certificate (in sufficient copies for each Lender), signed by a Responsible Officer of the Borrower certifying that, (A) before and after giving effect to such extension, the representations and warranties contained in Article V (including without limitation the representation and warranties set forth in Sections 5.04(c) and 5.05) and the other Loan Documents are true and correct in all material respects on and as of the date thereof (or if qualified by materiality or material adverse effect, true and correct in all respects; provided that the representation and warranty made in Section 5.12(a) is true and correct in all respects)thereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.04 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) no Default or Event of Default exists, and (C) all federal and state Authorizations required in order to permit the Borrower to incur indebtedness hereunder with a maturity date of the Stated Maturity Date, as extended pursuant to this Section 2.14 have been obtained, listing any such Authorizations obtained and attaching true and correct copies thereof, or stating that no such Authorizations are required. (d) The Borrower shall (i) on the existing Stated Maturity Date, prior to or contemporaneous with giving effect to any extension, pay amounts due, in full, to any Declining Lender that is not replaced as a Lender pursuant to Section 10.16, (ii) prepay any Committed Loans outstanding on the existing Stated Maturity Date which were made to it (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep outstanding Committed Loans ratable with the Pro Rata Shares of all the Lenders; and (iii) in the event that any Declining Lender is a L/C Issuer and any one or more Letters of Credit issued by such L/C Issuer under this Agreement remain outstanding on such L/C Issuer’s Stated Maturity Date, the Borrower shall Cash Collateralize such Letter of Credit pursuant to the terms of Section 2.03(g) to secure the Borrower’s obligations to reimburse for drawings under such Letters of Credit or make other arrangements reasonably satisfactory to such L/C Issuer with respect to such Letters of Credit including providing other credit support.

Extension of Stated Maturity Date. (a) Not earlier than 75 45 days prior to, nor later than 30 days prior to, an annual anniversary of the Closing DateStated Maturity Date then in effect, the Borrower may, upon notice to the Administrative Agent (who which shall promptly notify the Lenders), request a one year 364-day extension of the then current Stated Maturity Date. The Borrower may request such an extension no more than two timesDate then in effect. Within 15 30 days of delivery of such notice, each Lender shall notify the Administrative Agent whether or not it consents to such extension (which consent may be given or withheld in such Lender’s sole and absolute discretion). Any Lender not responding within the above time period shall be deemed not to have consented to such extension. The Administrative Agent shall promptly notify the Borrower and the Lenders of the Lenders’ responses. If any Lender declines, or is deemed to have declined, to consent to such extension (a “Declining Lender”), the Borrower may cause any such Declining Lender to be removed or replaced as a Lender pursuant to Section 10.16. (b) Only if Lenders holding greater than 50% of the Commitments (calculated prior to giving effect to any removals and/or replacements of Lenders permitted herein) (the “Consenting Lenders”) have consented to an extension requested pursuant to this Section 2.14, the The Stated Maturity Date shall be extended, with respect extended only to the Consenting if all Lenders and any Lender replacing a Declining Lender pursuant to Section 10.16have consented thereto. If so extended, the Stated Maturity Date, as to the Consenting Lenders and each Lender replacing a Declining Lender pursuant to Section 10.16, Date shall be extended to a date 364 days from the date falling one year after Stated Maturity Date then in effect, effective as of the Stated Maturity Date then in effect (such existing Stated Maturity Date (except that if such date is not a Business Day, such Stated Maturity being the “Extension Effective Date, as so extended, shall be the next preceding Business Day”); provided, however, that the pre-existing Stated Maturity Date shall remain in effect with respect to any Declining Lender that is not replaced. The Administrative Agent and the Borrower shall promptly confirm to the Lenders such extension, extension and the Administrative Agent shall distribute an amended Schedule 2.01 (which shall be deemed incorporated into this Agreement), to reflect any changes in Lenders and their respective Commitments. (c) Extension Effective Date. As a condition precedent to such extension, the Borrower shall have provided deliver to the Administrative Agent the following, in form and substance satisfactory to the Administrative Agent: (i) copies of corporate resolutions certified by the Secretary or Assistant Secretary a certificate of the Borrower, or such other evidence Borrower dated as may be satisfactory to the Administrative Agent, demonstrating that Borrower’s incurrence of indebtedness hereunder with a maturity date of the Stated Maturity Date, as extended pursuant to this Section 2.14, has been duly authorized by all necessary corporate action, together with an opinion of counsel to the Borrower (which may be internal counsel) to such effect, and (ii) a certificate Extension Effective Date (in sufficient copies for each Lender), ) signed by a Responsible Officer of the Borrower (i) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such extension and certifying that, (A) before and after giving effect to such extension, (A) the representations and warranties contained in Article V (including without limitation the representation and warranties set forth in Sections 5.04(c) and 5.05) and the other Loan Documents are true and correct in all material respects on and as of the date thereof (or if qualified by materiality or material adverse effect, true and correct in all respects; provided that the representation and warranty made in Section 5.12(a) is true and correct in all respects)Extension Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.142.13, the representations and warranties contained in subsections (a) and (b) of Section 5.04 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) no Default or Event of Default exists. (d) The Borrower shall (i) on the existing Stated Maturity Date, prior to or contemporaneous with giving effect to any extension, pay amounts due, in full, to any Declining Lender that is not replaced as a Lender pursuant to Section 10.16, (ii) prepay any Committed Loans outstanding on the existing Stated Maturity Date which were made to it (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep outstanding Committed Loans ratable with the Pro Rata Shares of all the Lenders; and (iii) in the event that any Declining Lender is a L/C Issuer and any one or more Letters of Credit issued by such L/C Issuer under this Agreement remain outstanding on such L/C Issuer’s Stated Maturity Date, the Borrower shall Cash Collateralize such Letter of Credit pursuant to the terms of Section 2.03(g) to secure the Borrower’s obligations to reimburse for drawings under such Letters of Credit or make other arrangements reasonably satisfactory to such L/C Issuer with respect to such Letters of Credit including providing other credit support.)

Extension of Stated Maturity Date. (a) Not earlier than 75 days prior to, nor later than 30 days prior to, an annual anniversary Provided no Default or Event of the Closing DateDefault shall have occurred and be continuing, the Borrower may, upon notice to the Administrative Agent (who shall promptly notify the Lenders), may request a one year not more than twice an extension of the then current Stated Maturity Date. The Date each time for an additional one-year period by giving notice to the Administrative Agent (an "Extension Request"), substantially in the form of Exhibit K hereto, at the time that the Borrower may request such an extension no more delivers the Reserve Report required by Section 7.1.1(m)(i) for the period ending December 31, 2003, or not later than two times. Within 15 thirty (30) days of immediately following delivery of such noticeReserve Report, each Lender shall notify and, if previously so extended, at the Administrative Agent whether time that the Borrower delivers the Reserve Report required by Section 7.1.1(m)(i) for the period ending December 31 2004, or not it consents to later than thirty (30) days immediately following delivery of such extension (which consent may be given or withheld in such Lender’s sole and absolute discretion). Any Lender not responding within the above time period shall be deemed not to have consented to such extensionReserve Report. The Administrative Agent shall promptly notify transmit the Borrower contents of each such Extension Request to each Bank. Each Bank may, in its sole and absolute discretion, indicate its consent to such requested extension by acknowledging such Extension Request and indicating in its acknowledgment whether it consents to the Lenders extension of the Lenders’ responsesthen current Stated Maturity Date and returning such acknowledgment to the Administrative Agent not later than the date on which such Bank delivers its approval or disapproval of the Recommended Borrowing Base required by Section 2.8.2 with respect to each such Reserve Report or fifteen (15) days after receipt of the Extension Request, whichever is later. If any Lender declines, or is Failure to acknowledge such Extension Request shall be deemed to be a rejection of the Extension Request by such Bank and notwithstanding any other term or provision hereof, no Bank shall have declined, any obligation to consent to such any extension (a “Declining Lender”), of the Borrower may cause any such Declining Lender to Stated Maturity Date and no extension shall be removed or replaced as a Lender pursuant to Section 10.16effective unless the Administrative Agent shall have received acknowledged consents from all of the Banks. (b) Only if Lenders holding greater than 50% Provided the Administrative Agent shall have received consents acknowledged by all of the Commitments (calculated prior Banks with respect to giving effect to any removals and/or replacements a requested extension of Lenders permitted herein) (the “Consenting Lenders”) have consented to an extension requested pursuant to this Stated Maturity Date in accordance with Section 2.142.9(a), the then current Stated Maturity Date shall be extendedextended for an additional one-year period, with respect only in each case subject to the Consenting Lenders other terms and conditions of this Agreement, and any Lender replacing a Declining Lender pursuant other modification agreed to Section 10.16. If so extended, by the Stated Maturity Date, as to the Consenting Lenders and each Lender replacing a Declining Lender pursuant to Section 10.16, shall be extended to the date falling one year after the existing Stated Maturity Date (except that if such date is not a Business Day, such Stated Maturity Date, as so extended, shall be the next preceding Business Day); provided, however, that the pre-existing Stated Maturity Date shall remain parties in effect connection with respect to any Declining Lender that is not replaced. The Administrative Agent and the Borrower shall promptly confirm to the Lenders such extension, and the Administrative Agent shall distribute an amended Schedule 2.01 (which shall be deemed incorporated into this Agreement), to reflect any changes in Lenders and their respective Commitments. (c) As a condition precedent to such extension, the Borrower shall have provided to the Administrative Agent the following, in form and substance satisfactory to the Administrative Agent: (i) copies of corporate resolutions certified by the Secretary or Assistant Secretary of the Borrower, or such other evidence as may be satisfactory to the Administrative Agent, demonstrating that Borrower’s incurrence of indebtedness hereunder with a maturity date of the Stated Maturity Date, as extended pursuant to this Section 2.14, has been duly authorized by all necessary corporate action, together with an opinion of counsel to the Borrower (which may be internal counsel) to such effect, and (ii) a certificate (in sufficient copies for each Lender), signed by a Responsible Officer of the Borrower certifying that, (A) before and after giving effect to such extension, the representations and warranties contained in Article V (including without limitation the representation and warranties set forth in Sections 5.04(c) and 5.05) and the other Loan Documents are true and correct in all material respects on and as of the date thereof (or if qualified by materiality or material adverse effect, true and correct in all respects; provided that the representation and warranty made in Section 5.12(a) is true and correct in all respects), except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.04 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) no Default or Event of Default exists. (d) The Borrower shall (i) on the existing Stated Maturity Date, prior to or contemporaneous with giving effect to any extension, pay amounts due, in full, to any Declining Lender that is not replaced as a Lender pursuant to Section 10.16, (ii) prepay any Committed Loans outstanding on the existing Stated Maturity Date which were made to it (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep outstanding Committed Loans ratable with the Pro Rata Shares of all the Lenders; and (iii) in the event that any Declining Lender is a L/C Issuer and any one or more Letters of Credit issued by such L/C Issuer under this Agreement remain outstanding on such L/C Issuer’s Stated Maturity Date, the Borrower shall Cash Collateralize such Letter of Credit pursuant to the terms of Section 2.03(g) to secure the Borrower’s obligations to reimburse for drawings under such Letters of Credit or make other arrangements reasonably satisfactory to such L/C Issuer with respect to such Letters of Credit including providing other credit support.

Extension of Stated Maturity Date. (a) Not earlier than 75 60 days prior to, nor later than 30 45 days prior to, an annual the first and second anniversary of the Closing Date, the Borrower may, upon notice to the Administrative Agent (who which shall promptly notify the Lenders), request a one year 364-day extension of the Stated Maturity Date then current in effect (the “Request for Extension of Stated Maturity Date. The Borrower may request such an extension no more than two times”). Within 15 30 days of delivery of such notice, each Lender shall notify the Administrative Agent whether or not it consents to such extension (which consent may be given or withheld in such Lender’s sole and absolute discretion). Any Lender not responding within the above time period shall be deemed not to have consented to such extensionextension (the “Declining Lenders”). The Administrative Agent shall promptly notify the Borrower and the Lenders of the Lenders’ responses. If any Lender declines, or is deemed to have declined, to consent to such extension (a “Declining Lender”)extension, the Borrower may cause any such Declining Lender to be removed or replaced as a Lender pursuant to Section 10.16. (b) Only The Stated Maturity Date shall be extended, subject to Section 2.12(c) hereof, only if Lenders holding greater than 50at least 51% of the Aggregate Commitments (calculated prior to giving effect to any removals and/or replacements of Lenders permitted herein) (the “Consenting Lenders”) have consented to an extension requested pursuant to this Section 2.14, the Stated Maturity Date shall be extended, with respect only to the Consenting Lenders and any Lender replacing a Declining Lender pursuant to Section 10.16thereto. If so extended, the Stated Maturity Date, as to the Consenting Lenders and each Lender replacing a Declining Lender pursuant to Section 10.16Lenders, shall be extended to a date 364 days from the date falling one year after Stated Maturity Date then in effect, effective as of the Stated Maturity Date then in effect (such existing Stated Maturity Date (except that if such date is not a Business Day, such Stated Maturity being the “Extension Effective Date, as so extended, shall be the next preceding Business Day”); provided, however, that the pre-existing Stated Maturity Date shall remain in effect with respect to any Declining Lender that is not replaced. The Administrative Agent and the Borrower shall promptly confirm to the Lenders such extension, extension and the Administrative Agent shall distribute an amended Schedule 2.01 (which shall be deemed incorporated into this Agreement), to reflect any changes in Lenders and their respective Commitments. (c) Extension Effective Date. As a condition precedent to such extension, the Borrower shall have provided deliver to the Administrative Agent the following, in form and substance satisfactory to the Administrative Agent: (i) copies of corporate resolutions certified by the Secretary or Assistant Secretary a certificate of the Borrower, or such other evidence Borrower dated as may be satisfactory to the Administrative Agent, demonstrating that Borrower’s incurrence of indebtedness hereunder with a maturity date of the Stated Maturity Date, as extended pursuant to this Section 2.14, has been duly authorized by all necessary corporate action, together with an opinion of counsel to the Borrower (which may be internal counsel) to such effect, and (ii) a certificate Extension Effective Date (in sufficient copies for each Lender), ) signed by a Responsible Officer of the Borrower (i) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such extension, and (ii) certifying that, (A) before and after giving effect to such extension, (A) the representations and warranties contained in Article V (including without limitation the representation and warranties set forth in Sections 5.04(c) and 5.05) and the other Loan Documents are true and correct in all material respects on and as of the date thereof (or if qualified by materiality or material adverse effect, true and correct in all respects; provided that the representation and warranty made in Section 5.12(a) is true and correct in all respects)Extension Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.142.12, the representations and warranties contained in subsections (a) and (b) of Section 5.04 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) no Default or Event exists. The Commitments of Default exists. (d) the Declining Lenders shall terminate on the Extension Effective Date, and on such date the Borrower shall pay to the Declining Lenders all Obligations owed to them. The Borrower shall (i) on the existing Stated Maturity Date, prior to or contemporaneous with giving effect to any extension, pay amounts due, in full, to any Declining Lender that is not replaced as a Lender pursuant to Section 10.16, (ii) prepay any Committed all other Loans outstanding on the existing Stated Maturity Extension Effective Date which were made to it (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep outstanding Committed Loans ratable with the any revised and new Pro Rata Shares of all the Lenders; Lenders effective as of the Extension Effective Date. Prior to the Extension Effective Date, the Borrower may withdraw its election pursuant to this Section 2.12, and if the Borrower makes such withdrawal, the Extension Effective Date will not occur. (iiic) in Prior to the event that any Declining Lender is a L/C Issuer and any one or more Letters effectiveness of Credit issued by such L/C Issuer under this Agreement remain outstanding on such L/C Issuer’s the extension of the Stated Maturity Date, the Borrower shall Cash Collateralize have received all Authorizations necessary in connection with such Letter extension of Credit pursuant to the terms Stated Maturity Date, including, if required by (or, in the opinion of Section 2.03(gthe Administrative Agent or its counsel, advisable under) to secure applicable Pennsylvania law or regulations, an order of the Pennsylvania Public Utility Commission approving the Borrower’s obligations to reimburse for drawings under such Letters incurrence of Credit or make other arrangements reasonably satisfactory to such L/C Issuer Obligations with respect to Loans hereunder with a maturity date which is the extended Stated Maturity Date. Together with such Letters Request for Extension of Credit including providing Stated Maturity Date the Borrower shall furnish to the Administrative Agent copies of the Authorizations referenced in this Section 2.12(c), and an opinion of counsel to the Borrower (which may be internal counsel), in form and substance satisfactory to the Administrative Agent, stating that in connection with such proposed extension of the Stated Maturity Date, no Authorizations are required by the PUC in those states which are identified by the Borrower as being the states in which the Borrower is subject to regulation by a PUC, other credit supportthan Authorizations that have been obtained and copies of which have been delivered to the Administrative Agent. (d) This Section shall supersede any provisions in Section 2.11 or 10.01 to the contrary.

Extension of Stated Maturity Date. (a) Not earlier than 75 60 days prior to, nor later than 30 days prior to, an annual anniversary of the Closing Date, the Borrower may, upon notice to the Administrative Agent (who shall promptly notify the Lenders), request a one year extension of the then current Stated Maturity Date. The Borrower may request such an extension no more than two times. Within 15 days of delivery of such notice, each Lender shall notify the Administrative Agent whether or not it consents to such extension (which consent may be given or withheld in such Lender’s sole and absolute discretion). Any Lender not responding within the above time period shall be deemed not to have consented to such extension. The Administrative Agent shall promptly notify the Borrower and the Lenders of the Lenders’ responses. If any Lender declines, or is deemed to have declined, to consent to such extension (a “Declining Lender”), the Borrower may cause any such Declining Lender to be removed or replaced as a Lender pursuant to Section 10.16. (b) Only if Lenders holding greater than 50% of the Commitments (calculated prior to giving effect to any removals and/or replacements of Lenders permitted herein) (the “Consenting Lenders”) have consented to an extension requested pursuant to this Section 2.14, the Stated Maturity Date shall be extended, with respect only to the Consenting Lenders and any Lender replacing a Declining Lender pursuant to Section 10.16. If so extended, the Stated Maturity Date, as to the Consenting Lenders and each Lender replacing a Declining Lender pursuant to Section 10.16, shall be extended to the date falling one year after the existing Stated Maturity Date (except that if such date is not a Business Day, such Stated Maturity Date, as so extended, shall be the next preceding Business Day); provided, however, that the pre-existing Stated Maturity Date shall remain in effect with respect to any Declining Lender that is not replaced. The Administrative Agent and the Borrower shall promptly confirm to the Lenders such extension, and the Administrative Agent shall distribute an amended Schedule 2.01 (which shall be deemed incorporated into this Agreement), to reflect any changes in Lenders and their respective Commitments. (c) As a condition precedent to such extension, the Borrower shall have provided to the Administrative Agent the following, in form and substance satisfactory to the Administrative Agent: (i) copies of corporate resolutions certified by the Secretary or Assistant Secretary of the Borrower, or such other evidence as may be satisfactory to the Administrative Agent, demonstrating that Borrower’s incurrence of indebtedness hereunder with a maturity date of the Stated Maturity Date, as extended pursuant to this Section 2.14, has been duly authorized by all necessary corporate action, together with an opinion of counsel to the Borrower (which may be internal counsel) to such effect, and, (ii) a certificate (in sufficient copies for each Lender), signed by a Responsible Officer of the Borrower certifying that, (A) before and after giving effect to such extension, the representations and warranties contained in Article V (including without limitation the representation and warranties set forth in Sections 5.04(c) and 5.05) and the other Loan Documents are true and correct in all material respects on and as of the date thereof (or if qualified by materiality or material adverse effect, true and correct in all respects; provided that the representation and warranty made in Section 5.12(a) is true and correct in all respects)thereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.04 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) no Default or Event of Default exists, and (C) all federal and state Authorizations required in order to permit the Borrower to incur indebtedness hereunder with a maturity date of the Stated Maturity Date, as extended pursuant to this Section 2.14 have been obtained, listing any such Authorizations obtained and attaching true and correct copies thereof, or stating that no such Authorizations are required, and (iii) an opinion of counsel to the Borrower (which may be internal counsel) in form and substance reasonably satisfactory to the Administrative Agent stating that all Authorizations of federal regulators and of state regulators in Pennsylvania and West Virginia (and in any other state, if any, where the Borrower or any of its Subsidiaries is subject to the PUC regulation) required in order to permit the Borrower to incur indebtedness hereunder with a maturity date of the Stated Maturity Date, as extended pursuant to this Section 2.14, have been obtained and listing any such Authorizations obtained, or stating that no such Authorizations are required. (d) The Borrower shall (i) on the existing Stated Maturity Date, prior to or contemporaneous with giving effect to any extension, pay amounts due, in full, to any Declining Lender that is not replaced as a Lender pursuant to Section 10.16, and (ii) prepay any Committed Loans outstanding on the existing Stated Maturity Date which were made to it (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep outstanding Committed Loans ratable with the Pro Rata Shares of all the Lenders; and (iii) in the event that any Declining Lender is a L/C Issuer and any one or more Letters of Credit issued by such L/C Issuer under this Agreement remain outstanding on such L/C Issuer’s Stated Maturity Date, the Borrower shall Cash Collateralize such Letter of Credit pursuant to the terms of Section 2.03(g) to secure the Borrower’s obligations to reimburse for drawings under such Letters of Credit or make other arrangements reasonably satisfactory to such L/C Issuer with respect to such Letters of Credit including providing other credit support.

Extension of Stated Maturity Date. (a) Not earlier than 75 90 days prior to, nor later than 30 days prior to, an annual anniversary of the Closing Date, the Borrower may, upon notice to the Administrative Agent (who shall promptly notify the Lenders), request a one year extension of the then current Stated Maturity Date. The Borrower may request such an extension no more than two times. Within 15 days of delivery of such notice, each Lender shall notify the Administrative Agent whether or not it consents to such extension (which consent may be given or withheld in such Lender’s sole and absolute discretion). Any Lender not responding within the above time period shall be deemed not to have consented to such extension. The Administrative Agent shall promptly notify the Borrower and the Lenders of the Lenders’ responses. If any Lender declines, or is deemed to have declined, to consent to such extension (a “Declining Lender”), the Borrower may cause any such Declining Lender to be removed or replaced as a Lender pursuant to Section 10.16. (b) Only if at least the Required Lenders holding greater than 50% of the Commitments (calculated prior to giving effect to any removals and/or replacements of Lenders permitted herein) (the “Consenting Lenders”) have consented to an extension requested pursuant to this Section 2.14, the Stated Maturity Date shall be extended, with respect only to the Consenting Lenders and any Lender replacing a Declining Lender pursuant to Section 10.16. If so extended, the Stated Maturity Date, as to the Consenting Lenders and each Lender replacing a Declining Lender pursuant to Section 10.16, shall be extended to the date falling one year after the existing Stated Maturity Date (except that if such date is not a Business Day, such Stated Maturity Date, as so extended, shall be the next preceding Business Day); provided, however, that the pre-existing Stated Maturity Date shall remain in effect with respect to any Declining Lender that is not replaced. The Administrative Agent and the Borrower shall promptly confirm to the Lenders such extension, and the Administrative Agent shall distribute an amended Schedule 2.01 (which shall be deemed incorporated into this Agreement), to reflect any changes in Lenders and their respective Commitments. (c) As a condition precedent to such extension, the Borrower shall have provided to the Administrative Agent the following, in form and substance satisfactory to the Administrative Agent: (i) copies of corporate resolutions certified by the Secretary or Assistant Secretary of the Borrower, or such other evidence as may be satisfactory to the Administrative Agent, demonstrating that BorrowerBxxxxxxx’s incurrence of indebtedness hereunder with a maturity date of the Stated Maturity Date, as extended pursuant to this Section 2.14, has been duly authorized by all necessary corporate action, together with an opinion of counsel to the Borrower (which may be internal counsel) to such effect, and (ii) a certificate (in sufficient copies for each Lender)certificate, signed by a Responsible Officer of the Borrower certifying that, (A) before and after giving effect to such extension, the representations and warranties contained in Article V (including without limitation the representation and warranties set forth in Sections 5.04(c) and 5.05) and the other Loan Documents are true and correct in all material respects on and as of the date thereof (or if qualified by materiality or material adverse effectMaterial Adverse Effect, true and correct in all respects; provided that the representation and warranty made in Section 5.12(a) is true and correct in all respects), except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.04 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) no Default or Event of Default exists. (d) The Borrower shall (i) on the existing Stated Maturity Date, prior to or contemporaneous with giving effect to any extension, pay amounts due, in full, to any Declining Lender that is not replaced as a Lender pursuant to Section 10.16, (ii) be deemed to prepay any Committed Loans outstanding on the existing Stated Maturity Date which were made to it (and pay any additional amounts required pursuant to Section 3.05) and deemed to reborrow to the extent necessary to keep outstanding Committed Loans ratable with the Pro Rata Shares of all the Lenders; and (iii) in the event that any Declining Lender is a L/C Issuer and any one or more Letters of Credit issued by such L/C Issuer under this Agreement remain outstanding on such L/C Issuer’s Stated Maturity Date, the Borrower shall Cash Collateralize such Letter of Credit pursuant to the terms of Section 2.03(g) to secure the Borrower’s obligations to reimburse for drawings under such Letters of Credit or make other arrangements reasonably satisfactory to such L/C Issuer with respect to such Letters of Credit including providing other credit support.

Extension of Stated Maturity Date. (a) Not earlier than 75 days prior to, nor later than 30 days prior to, The Borrowers shall have an annual anniversary of the Closing Date, the Borrower may, upon notice option to the Administrative Agent (who shall promptly notify the Lenders), request a one year extension of the then current Stated Maturity Date. The Borrower may request such an extension no more than two times. Within 15 days of delivery of such notice, each Lender shall notify the Administrative Agent whether or not it consents to such extension (which consent may be given or withheld in such Lender’s sole and absolute discretion). Any Lender not responding within the above time period shall be deemed not to have consented to such extension. The Administrative Agent shall promptly notify the Borrower and the Lenders of the Lenders’ responses. If any Lender declines, or is deemed to have declined, to consent to such extension (a “Declining Lender”), the Borrower may cause any such Declining Lender to be removed or replaced as a Lender pursuant to Section 10.16. (b) Only if Lenders holding greater than 50% of the Commitments (calculated prior to giving effect to any removals and/or replacements of Lenders permitted herein) (the “Consenting Lenders”) have consented to an extension requested pursuant to this Section 2.14, extend the Stated Maturity Date shall be extendedthen in effect for up to one (1) additional term, with respect only not longer than 364 days, subject to satisfaction of the Consenting Lenders following conditions precedent: (a) as of the date of the Extension Request referred to in clause (d) below and any Lender replacing a Declining Lender pursuant to Section 10.16. If so extended, on the Stated Maturity Date, as to the Consenting Lenders and each Lender replacing a Declining Lender pursuant to Section 10.16, shall be extended to the date falling one year after the existing Stated Maturity Date (except that if such date is not a Business Day, such Stated Maturity Date, as so extended, shall be the next preceding Business Day); provided, however, that the pre-existing Stated Maturity Date shall remain in effect with respect to any Declining Lender that is not replaced. The Administrative Agent and the Borrower shall promptly confirm to the Lenders such extension, and the Administrative Agent shall distribute an amended Schedule 2.01 (which shall be deemed incorporated into this Agreement), to reflect any changes in Lenders and their respective Commitments. (c) As a condition precedent to such extension, the Borrower shall have provided to the Administrative Agent the following, in form and substance satisfactory to the Administrative Agent: (i) copies of corporate resolutions certified by the Secretary or Assistant Secretary of the Borrower, or such other evidence as may be satisfactory to the Administrative Agent, demonstrating that Borrower’s incurrence of indebtedness hereunder with a maturity date of the Stated Maturity Date, as extended pursuant to this Section 2.14, has been duly authorized by all necessary corporate action, together with an opinion of counsel to the Borrower (which may be internal counsel) to such effect, and (ii) a certificate (in sufficient copies for each Lender), signed by a Responsible Officer of the Borrower certifying that, (A) before and after giving effect to such extension, the representations and warranties contained in Article V (including without limitation the representation and warranties set forth in Sections 5.04(c) and 5.05) and the other Loan Documents are Section 7 shall be true and correct in all material respects respects, with the same force and effect as if made on and as of the date thereof (or if qualified by materiality or material adverse effect, true and correct in all respectssuch date; provided that the representation and warranty made in Section 5.12(a) is true and correct in all respects), except to the extent that such representations and warranties specifically refer to an any earlier date, in which case they are shall be true and correct as of such earlier date, date and except that for the purposes of this Section 2.142.15(a), the representations and warranties contained in subsections (a) and (b) of Section 5.04 7.07 shall be deemed to refer to the most recent financial statements furnished pursuant to subsections clauses (a) and (b), respectively, of Section 6.01, and 8.01; (Bb) the Borrowers shall pay the applicable Facility Extension Fee; (c) no Default or Event of Default exists.shall have occurred and be continuing on the date on which notice is given in accordance with the following clause (d) or on the then current Stated Maturity Date; (d) The the Borrowers shall have delivered an Extension Request with respect to the then current Stated Maturity Date to the Administrative Agent not less than thirty (30) days prior to the then current Stated Maturity Date then in effect (which shall be promptly forwarded by the Administrative Agent to each Lender); (e) the Stated Maturity Date specified in such Extension Request shall not exceed the date which is forty-five (45) days prior to the date on which the Borrower Parties’ (or the Managing Entities thereof, as applicable) ability to call Capital Commitments for the purpose of repaying the Obligations is terminated pursuant to any applicable Governing Agreement; and (f) the Borrowers and their Managing Entities shall (i) on have delivered to the existing Lenders a new or updated Beneficial Ownership Certification, as applicable, in relation to each Borrower and Managing Entity that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, if so requested by the Administrative Agent prior to the effectiveness of any extension to the Stated Maturity Date, prior to or contemporaneous with giving effect to any extension, pay amounts due, in full, to any Declining Lender that is not replaced as a Lender pursuant to Section 10.16, (ii) prepay any Committed Loans outstanding on the existing Stated Maturity Date which were made to it (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep outstanding Committed Loans ratable with the Pro Rata Shares of all the Lenders; and (iii) in the event that any Declining Lender is a L/C Issuer and any one or more Letters of Credit issued by such L/C Issuer under this Agreement remain outstanding on such L/C Issuer’s Stated Maturity Date, the Borrower shall Cash Collateralize such Letter of Credit pursuant to the terms of Section 2.03(g) to secure the Borrower’s obligations to reimburse for drawings under such Letters of Credit or make other arrangements reasonably satisfactory to such L/C Issuer with respect to such Letters of Credit including providing other credit support.

Extension of Stated Maturity Date. The Borrowers shall have an option to extend the Stated Maturity Date then in effect for two (2) additional consecutive terms not longer than 364 days each, subject to satisfaction of the following conditions precedent: (a) Not earlier the Administrative Agent and the extending Lenders shall consent to such extension in their sole discretion; (b) the Borrowers shall have paid the Extension Fee to the Administrative Agent; (c) no Event of Default or Potential Default shall have occurred and be continuing on the date on which notice is given in accordance with the following clause (d) or on the then applicable Stated Maturity Date; and (d) the Borrowers shall have delivered an Extension Request with respect to the Stated Maturity Date to the Administrative Agent not less than 75 thirty (30) days prior toto the Stated Maturity Date then in effect, nor later than 30 days prior to, an annual anniversary of the Closing Date, the Borrower may, upon notice or such shorter period reasonably acceptable to the Administrative Agent (who which shall be promptly notify the Lenders), request a one year extension of the then current Stated Maturity Date. The Borrower may request such an extension no more than two times. Within 15 days of delivery of such notice, each Lender shall notify forwarded by the Administrative Agent whether or not it consents to such extension (which consent may be given or withheld in such each Lender’s sole and absolute discretion). Any Lender not responding within To the above time period shall be deemed not to have consented to such extension. The Administrative Agent shall promptly notify the Borrower and the Lenders of the Lenders’ responses. If extent any Lender declines, or is deemed to have declined, to does not consent to such extension (a “Declining Lender”), the Borrower may cause any such Declining extend its Lender to be removed or replaced as a Lender pursuant to Section 10.16. (b) Only if Lenders holding greater than 50% of the Commitments (calculated prior to giving effect to any removals and/or replacements of Lenders permitted herein) (the “Consenting Lenders”) have consented to an extension requested pursuant to Commitment under this Section 2.14, the Obligations outstanding to such Lender as of the then effective Stated Maturity Date shall be extendeddue and payable to such Lender on such date; provided that, with respect only to at the Consenting Lenders and any Lender replacing a Declining Lender pursuant to Section 10.16. If so extended, discretion of the Stated Maturity Date, as to the Consenting Lenders and each Lender replacing a Declining Lender pursuant to Section 10.16, shall be extended to the date falling one year after the existing Stated Maturity Date (except that if such date is not a Business Day, such Stated Maturity Date, as so extended, shall be the next preceding Business Day); provided, however, that the pre-existing Stated Maturity Date shall remain in effect with respect to any Declining Lender that is not replaced. The Administrative Agent and the Borrower shall promptly confirm Initial Borrower, such non-extending Lender may be required to assign on the Stated Maturity Date all or part of its Lender Commitment to one or more extending Lenders (or new Lenders) who have consented to increase their Lender Commitments and have agreed to such extended Stated Maturity Date. Upon the payment of amounts due under the prior sentence to the Lenders such extensionnon-extending Lender (and, and if requested by the Administrative Agent shall distribute an amended Schedule 2.01 (which shall be deemed incorporated into this Agreementand the Initial Borrower, such aforementioned assignment), such non-extending Lender shall cease to reflect any changes in Lenders and their respective Commitments. (c) As a condition precedent to such extension, the Borrower shall have provided to the Administrative Agent the following, in form and substance satisfactory to the Administrative Agent: (i) copies of corporate resolutions certified by the Secretary or Assistant Secretary of the Borrower, or such other evidence as may be satisfactory to the Administrative Agent, demonstrating that Borrower’s incurrence of indebtedness hereunder with a maturity date of the Stated Maturity Date, as extended pursuant to this Section 2.14, has been duly authorized by all necessary corporate action, together with an opinion of counsel to the Borrower (which may be internal counsel) to such effect, and (ii) a certificate (in sufficient copies for each Lender), signed by a Responsible Officer of the Borrower certifying that, (A) before and after giving effect to such extension, the representations and warranties contained in Article V (including without limitation the representation and warranties set forth in Sections 5.04(c) and 5.05) and the other Loan Documents are true and correct in all material respects on and as of the date thereof (or if qualified by materiality or material adverse effect, true and correct in all respects; provided that the representation and warranty made in Section 5.12(a) is true and correct in all respects), except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.04 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) no Default or Event of Default exists. (d) The Borrower shall (i) on the existing Stated Maturity Date, prior to or contemporaneous with giving effect to any extension, pay amounts due, in full, to any Declining Lender that is not replaced as a Lender pursuant to Section 10.16, (ii) prepay any Committed Loans outstanding on the existing Stated Maturity Date which were made to it (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep outstanding Committed Loans ratable with the Pro Rata Shares of all the Lenders; and (iii) in the event that any Declining Lender is a L/C Issuer and any one or more Letters of Credit issued by such L/C Issuer under this Agreement remain outstanding on such L/C Issuer’s Stated Maturity Date, the Borrower shall Cash Collateralize such Letter of Credit pursuant to the terms of Section 2.03(g) to secure the Borrower’s obligations to reimburse for drawings under such Letters of Credit or make other arrangements reasonably satisfactory to such L/C Issuer with respect to such Letters of Credit including providing other credit supporthereunder.