Common use of Extension of Stated Maturity Date Clause in Contracts

Extension of Stated Maturity Date. (a) Without further action by or consent from the Lenders, the Stated Maturity Date shall be extended to October 26, 2011 (or, if such date is not a Business Day, the next preceding Business Day) if the following requirements are satisfied on or before September 25, 2007: (i) if the Restructuring has not occurred prior to such date, the Borrower shall have provided to the Administrative Agent the following, in form and substance satisfactory to the Administrative Agent (A) a copy of the securities certificate registered with the Pennsylvania Public Utility Commission (the “Securities Certificate”) and of the order of the Pennsylvania Public Utility Commission approving the Borrower’s incurring indebtedness hereunder with a maturity date of October 26, 2011, (B) an opinion of counsel to the Borrower (which may be internal counsel) stating that (x) the Securities Certificate has been registered with the Pennsylvania Public Utility Commission in accordance with Chapter 19 of the Pennsylvania Public Utility Code and by virtue of such registration, authorizes the Borrower to incur indebtedness hereunder with a maturity date of October 26, 2011, and (y) no other Authorizations are required by the Pennsylvania Public Utility Commission or by the PUC in any other state identified by the Borrower as being a state in which the Borrower or any of its Subsidiaries is subject to regulation by a PUC, (C) 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 the Borrower’s incurrence of indebtedness hereunder with a maturity date of October 26, 2011 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 (D) a certificate of a Responsible Officer of the Borrower stating that all federal and state Authorizations required in order to permit the Borrower to incur indebtedness hereunder with a maturity date of October 26, 2011 have been obtained, listing any such Authorizations obtained and attaching true and correct copies thereof, or stating that no such Authorizations are required; or (ii) if the Restructuring has occurred prior to such date, the Borrower shall have provided to the Administrative Agent (A) an opinion of counsel (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 PUC regulation) required in order to permit the Borrower to incur indebtedness hereunder with a maturity date of October 26, 2011 have been obtained and listing any such Authorizations obtained, or stating that no such Authorizations are required, and (B) 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 October 26, 2011 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 (C) a certificate of a Responsible Officer of the Borrower stating that all federal and state Authorizations required in order to permit the Borrower to incur indebtedness hereunder with a maturity date of October 26, 2011 have been obtained, listing any such Authorizations obtained and attaching true and correct copies thereof, or stating that no such Authorizations are required. The Administrative Agent shall promptly notify the Lenders when the foregoing conditions have been satisfied, and the extension shall be effective as of the date of such notice. (b) Not earlier than 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. Only if Lenders holding at least 51% 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(b), 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. 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(b), 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, (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 on and as of the date 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(b), 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, (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(b) have been obtained, listing any such Authorizations obtained and attaching true and correct copies thereof, or stating that no such Authorizations are required, (iii) a copy of the securities certificate registered with the Pennsylvania Public Utility Commission and of the order of the Pennsylvania Public Utility Commission approving the Borrower’s incurring indebtedness hereunder with a maturity date of the Stated Maturity Date, as extended pursuant to this Section 2.14(b), and (iv) an opinion of counsel to the Borrower (which may be internal counsel) stating that (A) such securities certificate has been registered with the Pennsylvania Public Utility Commission in accordance with Chapter 19 of the Pennsylvania Public Utility Code and by virtue of such registration, authorizes the Borrower to incur indebtedness hereunder with a maturity date of the Stated Maturity Date, as extended pursuant to this Section 2.14(b), and (B) no other Authorizations are required by the Pennsylvania Public Utility Commission or by the PUC in any other state identified by the Borrower as being a state in which the Borrower or any of its Subsidiaries is subject to regulation by a PUC; provided, however, that the delivery of the items set forth in the foregoing clauses (iii) and (iv) shall not be required as a condition precedent to such extension in the event that prior to the Borrower’s request for such extension (1) the Restructuring has been consummated and (2) the Borrower has provided an opinion of counsel (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(b), have been obtained and listing any such Authorizations obtained, or stating that no such Authorizations are required. 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.

Extension of Stated Maturity Date. (a) Without further action by or consent from the Lenders, the Stated Maturity Date shall be extended to October 26August 10, 2011 2010 (or, if such date is not a Eurodollar Business Day, the next preceding Eurodollar Business Day) if the following requirements are satisfied satisfied: on or before September 25July 10, 2007: (i) if the Restructuring has not occurred prior to such date2006, the Borrower shall have provided to the Administrative Agent the following, in form and substance satisfactory to the Administrative Agent (Ai) a copy of the securities certificate registered with the Pennsylvania Public Utility Commission (the “Securities Certificate”) and of the order of the Pennsylvania Public Utility Commission approving the Borrower’s incurring indebtedness hereunder with a maturity date of October 26August 10, 20112010, (Bii) an opinion of counsel to the Borrower (which may be internal counsel) stating that (xA) the Securities Certificate has been registered with the Pennsylvania Public Utility Commission in accordance with Chapter 19 of the Pennsylvania Public Utility Code and by virtue of such registration, authorizes the Borrower to incur indebtedness hereunder with a maturity date of October 26August 10, 20112010, and (yB) no other Authorizations are required by the Pennsylvania Public Utility Commission or by the PUC in any other state identified by the Borrower as being a state in which the Borrower or any of its Subsidiaries is subject to regulation by a PUC, (C) 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 the Borrower’s incurrence of indebtedness hereunder with a maturity date of October 26, 2011 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, PUC and (D) a certificate of a Responsible Officer of the Borrower stating that all federal and state Authorizations required in order to permit the Borrower to incur indebtedness hereunder with a maturity date of October 26, 2011 have been obtained, listing any such Authorizations obtained and attaching true and correct copies thereof, or stating that no such Authorizations are required; or (ii) if the Restructuring has occurred prior to such date, the Borrower shall have provided to the Administrative Agent (A) an opinion of counsel (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 PUC regulation) required in order to permit the Borrower to incur indebtedness hereunder with a maturity date of October 26, 2011 have been obtained and listing any such Authorizations obtained, or stating that no such Authorizations are required, and (Biii) 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 October 26August 10, 2011 2010 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 (C) a certificate of a Responsible Officer of the Borrower stating that all federal and state Authorizations required in order to permit the Borrower to incur indebtedness hereunder with a maturity date of October 26, 2011 have been obtained, listing any such Authorizations obtained and attaching true and correct copies thereof, or stating that no such Authorizations are required. The Administrative Agent shall promptly notify the Lenders when the foregoing conditions have been satisfied, and the extension shall be effective as of the date of such notice. (b) Not earlier than 90 60 days prior to, nor later than 30 days prior to, an annual anniversary each of the first two anniversaries 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. Only if Lenders holding at least 51% 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(b), 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. 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: 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(b), 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, , (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 on and as of the date 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(b), 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(b) have been obtained, listing any such Authorizations obtained and attaching true and correct copies thereof, or stating that no such Authorizations are required, (iii) a copy of the securities certificate registered with the Pennsylvania Public Utility Commission and of the order of the Pennsylvania Public Utility Commission approving the Borrower’s incurring indebtedness hereunder with a maturity date of the Stated Maturity Date, as extended pursuant to this Section 2.14(b), and and (iv) an opinion of counsel to the Borrower (which may be internal counsel) stating that (A) such securities certificate has been registered with the Pennsylvania Public Utility Commission in accordance with Chapter 19 of the Pennsylvania Public Utility Code and by virtue of such registration, authorizes the Borrower to incur indebtedness hereunder with a maturity date of the Stated Maturity Date, as extended pursuant to this Section 2.14(b), and (B) no other Authorizations are required by the Pennsylvania Public Utility Commission or by the PUC in any other state identified by the Borrower as being a state in which the Borrower or any of its Subsidiaries is subject to regulation by a PUC; provided, however, that the delivery of the items set forth in the foregoing clauses (iii) and (iv) shall not be required as a condition precedent to such extension in the event that prior to the Borrower’s request for such extension (1) the Restructuring has been consummated and (2) the Borrower has provided an opinion of counsel (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(b), have been obtained and listing any such Authorizations obtained, or stating that no such Authorizations are required. 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.

Extension of Stated Maturity Date. (a) Without further action by or consent from the Lenders, the Stated Maturity Date shall be extended to October 2630, 2011 2006 (or, if such date is not a Eurodollar Business Day, the next preceding Eurodollar Business Day) if the following requirements are satisfied satisfied: on or before September 2530, 2007: (i) if the Restructuring has not occurred prior to such date2004, the Borrower shall have provided to the Administrative Agent the following, in form and substance satisfactory to the Administrative Agent (Aa) a copy of the securities certificate registered with the Pennsylvania Public Utility Commission (the “Securities Certificate”) and of the order of the Pennsylvania Public Utility Commission approving the Borrower’s incurring indebtedness hereunder with a maturity date of October 2630, 20112006, (Bb) an opinion of counsel to the Borrower (which may be internal counsel) stating that (xi) the Securities Certificate has been registered with the Pennsylvania Public Utility Commission in accordance with Chapter 19 of the Pennsylvania Public Utility Code and by virtue of such registration, authorizes the Borrower to incur indebtedness hereunder with a maturity date of October 2630, 20112006, and (yii) no other Authorizations are required by the Pennsylvania Public Utility Commission or by the PUC in any other state identified by the Borrower as being a state in which the Borrower or any of its Subsidiaries is subject to regulation by a PUC, (C) 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 the Borrower’s incurrence of indebtedness hereunder with a maturity date of October 26, 2011 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, PUC and (D) a certificate of a Responsible Officer of the Borrower stating that all federal and state Authorizations required in order to permit the Borrower to incur indebtedness hereunder with a maturity date of October 26, 2011 have been obtained, listing any such Authorizations obtained and attaching true and correct copies thereof, or stating that no such Authorizations are required; or (ii) if the Restructuring has occurred prior to such date, the Borrower shall have provided to the Administrative Agent (A) an opinion of counsel (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 PUC regulation) required in order to permit the Borrower to incur indebtedness hereunder with a maturity date of October 26, 2011 have been obtained and listing any such Authorizations obtained, or stating that no such Authorizations are required, and (Bc) 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 October 2630, 2011 2006 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 (C) a certificate of a Responsible Officer of the Borrower stating that all federal and state Authorizations required in order to permit the Borrower to incur indebtedness hereunder with a maturity date of October 26, 2011 have been obtained, listing any such Authorizations obtained and attaching true and correct copies thereof, or stating that no such Authorizations are required. The Administrative Agent shall promptly notify the Lenders when the foregoing conditions have been satisfied, and the extension shall be effective as of the date of such notice. (b) Not earlier than 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. Only if Lenders holding at least 51% 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(b), 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. 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(b), 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, (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 on and as of the date 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(b), 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, (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(b) have been obtained, listing any such Authorizations obtained and attaching true and correct copies thereof, or stating that no such Authorizations are required, (iii) a copy of the securities certificate registered with the Pennsylvania Public Utility Commission and of the order of the Pennsylvania Public Utility Commission approving the Borrower’s incurring indebtedness hereunder with a maturity date of the Stated Maturity Date, as extended pursuant to this Section 2.14(b), and (iv) an opinion of counsel to the Borrower (which may be internal counsel) stating that (A) such securities certificate has been registered with the Pennsylvania Public Utility Commission in accordance with Chapter 19 of the Pennsylvania Public Utility Code and by virtue of such registration, authorizes the Borrower to incur indebtedness hereunder with a maturity date of the Stated Maturity Date, as extended pursuant to this Section 2.14(b), and (B) no other Authorizations are required by the Pennsylvania Public Utility Commission or by the PUC in any other state identified by the Borrower as being a state in which the Borrower or any of its Subsidiaries is subject to regulation by a PUC; provided, however, that the delivery of the items set forth in the foregoing clauses (iii) and (iv) shall not be required as a condition precedent to such extension in the event that prior to the Borrower’s request for such extension (1) the Restructuring has been consummated and (2) the Borrower has provided an opinion of counsel (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(b), have been obtained and listing any such Authorizations obtained, or stating that no such Authorizations are required. 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.