Common use of Extension of the Maturity Date Clause in Contracts

Extension of the Maturity Date. The Maturity Date may be extended for one year periods at the request of Borrower and with the written consent of all of the Lenders (which may be withheld in the sole and absolute discretion of each Lender) pursuant to this Section. Not earlier than June 1, 2002 nor later than August 1, 2002, or in the similar period in each subsequent year, and provided that Borrower is then in compliance with Section 7.1, Borrower may deliver to the Administrative Agent and the Lenders a written request for a one year extension of the Maturity Date together with a certificate signed by a Senior Officer on behalf of Borrower stating that the representations and warranties contained in Article 4 (other than (i) representations and warranties which expressly speak as of a particular date or are no longer true and correct as a result of a change which is not a violation of this Agreement, (ii) as otherwise disclosed by Borrower and approved in writing by the Requisite Lenders and (iii) Sections 4.4(a), 4.6 (first sentence), 4.17 and 4.19) are true and correct on and as of the date of such certificate. Each Lender shall, prior to August 20 of such year, notify the Administrative Agent whether (in its sole and absolute discretion) it consents to such request and the Administrative Agent shall, after receiving the notifications from all of the Lenders or the expiration of such period, whichever is earlier, notify Borrower and the Lenders of the results thereof. If all of the Lenders have consented, then the Maturity Date shall be extended for one year. If Lenders holding at least 80% of the Commitment consent to the request for extension, but one or more Lenders (each a "Non-Consenting Lender") notify the Administrative Agent that it will not consent to the request for extension (or fail to notify the Administrative Agent in writing of its consent to the extension by August 20), Borrower may (i) cause such Non-Consenting Lender to be removed as a Lender under this Agreement pursuant to Section 11.15(a), (ii) voluntarily terminate the Pro Rata Share of Non-Consenting Lender in accordance with Section 11.15(b), or (iii) utilize a combination of the procedures described in clauses (i) and (ii) of this Section. If such removal is accomplished by assignment to an Eligible Assignee which has consented to the requested extension, then the request for extension shall be granted with the effect as set forth above. If such removal is accomplished by a voluntary reduction of the Commitment, then the Administrative Agent shall notify all of the Lenders in writing thereof.

Extension of the Maturity Date. The Maturity Date may be extended for one year periods at the request of Borrower and with the written consent of all of the Lenders Banks (which may be withheld in the sole and absolute discretion of each LenderBank) pursuant to this Section. Not earlier than June 1, 2002 1998 nor later than August 1, 20021998, or in the similar period in each subsequent year, and provided that Borrower is then in compliance with Section 7.1, Borrower may deliver to the Administrative Agent and the Lenders Banks a written request for a one year extension of the Maturity Date together with a certificate Certificate of a Responsible Official signed by a Senior Officer on behalf of Borrower stating that the representations and warranties contained in Article 4 (other than (i) representations and warranties which expressly speak as of a particular date or are no longer true and correct as a result of a change which is not a violation of this Agreement, (ii) as otherwise disclosed by Borrower and approved in writing by the Requisite Lenders Banks and (iii) Sections 4.4(a), 4.6 (first sentence), 4.17 and 4.19) are shall be true and correct on and as of the date of such certificateCertificate. Each Lender Bank shall, prior to August 20 of such year, notify the Administrative Agent whether (in its sole and absolute discretion) it consents to such request and the Administrative Agent shall, after receiving the notifications from all of the Lenders Banks or the expiration of such period, whichever is earlier, notify Borrower and the Lenders Banks of the results thereof. If all of the Lenders Banks have consented, then the Maturity Date shall be extended for one year. If Lenders Banks holding at least 80% of the Commitment consent to the request for extension, but one or more Lenders Banks (each a "Non-Consenting LenderBank") notify the Administrative Agent that it will not consent to the request for extension (or fail to notify the Administrative Managing Agent in writing of its consent to the extension by August 20), Borrower may (i) cause such Non-Consenting Lender Bank to be removed as a Lender Bank under this Agreement pursuant to Section 11.15(a), (ii) voluntarily terminate the Pro Rata Share of Non-Consenting Lender Bank in accordance with Section 11.15(b), or (iii) utilize a combination of the procedures described in clauses (i) and (ii) of this Section. If such removal is accomplished by assignment to an Eligible Assignee which has consented to the requested extension, then the request for extension shall be granted with the effect as set forth above. If such removal is accomplished by a voluntary reduction of the Commitment, then the Administrative Agent shall notify all of the Lenders Banks in writing thereof.

Extension of the Maturity Date. The Upon request of the Borrower, which request shall be made no less than 90 days and no more than 150 days prior to each December 31, commencing with December 31, 2000, the Lenders may, but shall be under no obligation to, extend the Maturity Date may be extended for by consecutive, and successive one year periods at the request of Borrower and with the written consent of all of the Lenders (which may each, an "Extension"). An Extension shall be withheld in the sole and absolute discretion of each Lender) pursuant to this Sectionthe Lenders and shall require the unanimous approval of all Lenders. Not earlier than June 1Without limiting the generality of the foregoing, 2002 nor later than August 1, 2002, or in the similar period in each subsequent year, and provided that Borrower is then in compliance with Section 7.1, Borrower may deliver an Extension shall be subject to the Administrative following terms and conditions and such other terms and conditions as the Agent and the Lenders may reasonably require: (i) Borrower shall provide Agent a written request for a one year extension notice requesting the Extension; (ii) there shall not exist, either on the date the Extension is requested by the Borrower or on the date the Extension becomes effective any Event of the Maturity Date together with a certificate signed by a Senior Officer on behalf Default or Unmatured Event of Borrower stating that Default; (iii) all of the representations and warranties contained in Article 4 (other than (i) representations and warranties which expressly speak as of a particular date or are no longer true and correct as a result of a change which is not a violation of this Agreement, (ii) as otherwise disclosed by Borrower and approved in writing by the Requisite Lenders and (iii) Sections 4.4(a), 4.6 (first sentence), 4.17 and 4.19) are Loan Documents shall be true and correct on the date the Borrower requests the Extension and as on the date the Extension becomes effective; (iv) there has been no significant material adverse change in the financial condition of Borrower or any Subsidiary; (v) Borrower shall execute all documents reasonably requested by Agent in connection with the Extension; (vi) Borrower shall pay to Agent, for the benefit of each Lender in accordance with its Percentage Interest, concurrent with the Extension, an extension fee of $40,000 together with all reasonable fees and expenses incurred by Agent in connection with the Extension, and (vii) the Agent and the Lenders shall have agreed in writing to the Extension. The foregoing list of conditions to the Extension is illustrative only and shall not in any way restrict the right of the date Lenders to impose additional conditions nor shall the Lenders be under any obligation to agree to the Extension even if all of such certificatethe foregoing conditions have been complied with. Each Lender shall, prior to August 20 of such year, notify Borrower specifically acknowledges and agrees that the Administrative Agent whether (Extension shall be in its the sole and absolute discretion) it consents to such request and the Administrative Agent shall, after receiving the notifications from all discretion of the Lenders or the expiration of such period, whichever is earlier, notify Borrower and that the Lenders of are under no obligation to grant the results thereofExtension. If all of In the event that the Lenders have consentedagree to the Extension, then the Maturity Date shall be extended for by a period of one year. If Lenders holding at least 80% of the Commitment consent to the request for extension, but one or more Lenders (each a "Non-Consenting Lender") notify the Administrative Agent that it will not consent to the request for extension (or fail to notify the Administrative Agent in writing of its consent to the extension by August 20), Borrower may (i) cause such Non-Consenting Lender to be removed as a Lender under this Agreement pursuant to Section 11.15(a), (ii) voluntarily terminate the Pro Rata Share of Non-Consenting Lender in accordance with Section 11.15(b), or (iii) utilize a combination of the procedures described in clauses (i) and (ii) of this Section. If such removal is accomplished by assignment to an Eligible Assignee which has consented to the requested extension, then the request for extension shall be granted with the effect as set forth above. If such removal is accomplished by a voluntary reduction of the Commitment, then the Administrative Agent shall notify all of the Lenders in writing thereof.

Extension of the Maturity Date. The Maturity Date may be extended for one year periods at the request of Borrower and with the written consent of all of the Lenders (which may be withheld in the sole and absolute discretion of each Lender) pursuant to this Section. Not earlier than June 1, 2002 nor later than August 1, 2002, or in the similar period in each subsequent year, and provided that Borrower is then in compliance with Section 7.1, Borrower may deliver on one or more occasions, upon written notice (an “Extension Notice”) to the Administrative Agent and (which shall promptly notify the Lenders a written Lenders), request for a one year an extension of the Maturity Date for one or more years, together with a certificate signed by a Senior Officer on behalf of Borrower stating that the representations and warranties contained in Article 4 (other than (i) representations and warranties which expressly speak as of a particular date one or are no longer true and correct as a result of a change which is not a violation of this Agreement, (ii) as otherwise disclosed by Borrower and approved in writing by the Requisite Lenders and (iii) Sections 4.4(a), 4.6 (first sentence), 4.17 and 4.19) are true and correct on and as of the date of such certificate. Each Lender shall, prior to August 20 of such year, notify the Administrative Agent whether (in its sole and absolute discretion) it consents to such request and the Administrative Agent shall, after receiving the notifications from all of the Lenders or the expiration of such period, whichever is earlier, notify Borrower and the Lenders of the results thereofmore specified Permitted Amendments. If all of the Lenders have consentedconditions in this Section 2.20 are met, then the Maturity Date shall be extended to the date specified in such Extension Notice for one yearall Extending Lenders and any such Permitted Amendments shall become effective only with respect to the Loans and Revolving Commitments of such Extending Lenders. If Lenders holding at least 80% a Lender agrees, in its individual and sole discretion, to so extend its Revolving Commitment and implement any specified Permitted Amendments (an “Extending Lender”), it shall deliver to the Administrative Agent a written notice of its agreement to do so no later than the date specified by the Administrative Agent with the reasonable consent of the Borrower (or such later date to which the Borrower and the Administrative Agent shall agree), and the Administrative Agent shall promptly thereafter notify the Borrower of such Extending Lender’s agreement to extend its Revolving Commitment consent and to any related Permitted Amendments (confirming the date of extension and the new Maturity Date and any related Permitted Amendments (after giving effect to such extension) applicable to such Extending Lender). The Revolving Commitment of any Lender that fails to accept or respond to the Borrower’s request for extensionextension of the Maturity Date, together with any related Permitted Amendments (a “Declining Lender”), shall be terminated on the Maturity Date then in effect for such Lender (without regard to any extension by other Lenders) and on such Maturity Date the Borrower shall pay in full the unpaid principal amount of all Loans owing to such Declining Lender, together with all accrued and unpaid interest thereon and all fees accrued and unpaid under this Agreement to the date of such payment of principal and all other amounts due to such Declining Lender under this Agreement. The Administrative Agent shall promptly notify each Extending Lender of the aggregate Revolving Commitments of the Declining Lenders. Each Extending Lender may offer to increase its respective Revolving Commitment by an amount not to exceed the aggregate amount of the Declining Lenders’ Revolving Commitments, and such Extending Lender shall deliver to the Administrative Agent a notice of its offer to so increase its Revolving Commitment no later than a date specified by the Administrative Agent with the Borrower’s reasonable consent (or such later date to which the Borrower and the Administrative Agent shall agree). To the extent the aggregate amount of additional Revolving Commitments that the Extending Lenders offer pursuant to the preceding sentence exceeds the aggregate amount of the Declining Lenders’ Revolving Commitments, such additional Revolving Commitments shall be reduced on a pro rata basis. To the extent the aggregate amount of Revolving Commitments that the Extending Lenders have so offered to extend is less than the aggregate amount of Revolving Commitments that the Borrower has so requested to be extended, the Borrower shall have the right but not the obligation to require any Declining Lender to (and any such Declining Lender shall) assign in full its rights and obligations under this Agreement to one or more Lenders banks or other financial institutions (each which may be, but need not be, one or more of the Extending Lenders) which at the time agree to, in the case of any such Person that is an Extending Lender, increase its Revolving Commitment and in the case of any other such Person (a "Non-Consenting “New Extending Lender") notify the Administrative Agent that it will not consent to the request for extension (or fail to notify the Administrative Agent in writing of its consent to the extension by August 20”), Borrower may become a party to this Agreement; provided that (i) cause such Non-Consenting assignment is otherwise in compliance with Section 9.04, (ii) such Declining Lender receives payment in full of the unpaid principal amount of all Revolving Loans owing to be removed as a such Declining Lender, together with all accrued and unpaid interest thereon and all fees accrued and unpaid under this Agreement to the date of such payment of principal and all other amounts due to such Declining Lender under this Agreement pursuant to Section 11.15(a), (ii) voluntarily terminate the Pro Rata Share of Non-Consenting Lender in accordance with Section 11.15(b), or and (iii) utilize any such assignment shall be effective on the date on or before the date the Maturity Date is so extended as may be specified by the Borrower and agreed to by the respective New Extending Lenders and Extending Lenders, as the case may be, and the Administrative Agent. As a combination condition precedent to such extension and any related amendments, the Borrower shall deliver to the Administrative Agent a certificate of the procedures described in clauses Borrower, dated as of the date of the Extension Notice, signed by a Responsible Officer of the Borrower (i) certifying and attaching the resolutions adopted by the Borrower and the Guarantors approving or consenting to such extension and any amendments and (ii) certifying that, before and after giving effect to such extension, each of the conditions of Section 4.02 shall be satisfied as of the date of the Extension Notice. Any extension and any related amendments pursuant to this Section. If such removal is accomplished by assignment Section 2.20 shall be effected pursuant to an Eligible Assignee which has consented Extension Agreement executed and delivered by Borrower, the Extending Lenders, any New Extending Lenders and the Administrative Agent. Each Extension Agreement may, without the consent of any other Lenders, effect such amendments to this Agreement and the requested extension, then other Loan Documents as may be necessary or appropriate in the request for extension shall be granted with the effect as set forth above. If such removal is accomplished by a voluntary reduction opinion of the Commitment, then the Administrative Agent shall notify all to effect the provision of the Lenders in writing thereofthis Section 2.20.

Extension of the Maturity Date. The Maturity Date may be extended for one year 364 day periods at the request of Borrower the Parent and with the written consent of all of the Lenders (which may be withheld in the sole and absolute discretion of each Lender) pursuant to this Section. Not earlier than June 1January 15 of each year, 2002 nor later than August 1, 2002, or in the similar period in March 15 of each subsequent year, the Parent and provided that Borrower is then in compliance with Section 7.1, Borrower the Borrowers may deliver to the Administrative Agent and the Lenders a written request for a one year 364 day extension of the Maturity Date together with a certificate Certificate of a Responsible Official signed by a Senior Officer on behalf of Parent and each Borrower stating that the representations and warranties contained in Article 4 (other than (i) representations and warranties which expressly speak as of a particular date or are no longer true and correct as a result of a change which is not a violation of this Agreement, (ii) as otherwise disclosed by Borrower the Parent and the Borrowers and approved in writing by the Requisite Lenders and (iii) Sections 4.4(a), 4.6 (first sentence), 4.17 and 4.194.15) are shall be true and correct on and as of the date of such certificateCertificate. Each Lender shall, prior to August 20 of such year, shall notify the Administrative Agent within 30 days following its receipt of such a Certificate whether (in its sole and absolute discretion) it consents to such request and the Administrative Agent shall, after receiving the notifications from all of the Lenders or the expiration of such period, whichever is earlier, notify Borrower Parent and the Borrowers and the Lenders of the results thereof. If all of the Lenders have consented, then the Maturity Date shall shall, effective on the then-current Maturity Date be extended for one year364 days from the then current Maturity Date. If Lenders holding at least 8066 2/3% of the Commitment consent to the request for extension, but one or more Lenders (each a "Non-Consenting Lender") notify the Administrative Agent that it will not consent to the request for extension (or fail to notify the Administrative Managing Agent in writing of its consent to within the extension by August 20required period), Borrower Parent and the Borrowers may (i) cause such Non-Consenting Lender to be removed as a Lender under this Agreement pursuant to Section 11.15(a11.14(a), (ii) voluntarily terminate the Pro Rata Share of Non-Consenting Lender in accordance with Section 11.15(b11.14(b), or (iii) utilize a combination of the procedures described in clauses (i) and (ii) of this Section. If such removal is accomplished by assignment to an Eligible Assignee which has consented to the requested extension, then the request for extension shall be granted with the effect as set forth above. If such removal is accomplished by a voluntary reduction of the Commitment, then the Administrative Agent shall notify all of the Lenders in writing thereof.

Extension of the Maturity Date. The Maturity Date may be extended for one year 364 day periods at the request of Borrower the Parent and with the written consent of all of the Lenders (which may be withheld in the sole and absolute discretion of each Lender) pursuant to this Section. Not earlier than June 1January 15 of each year, 2002 nor later than August 1, 2002, or in the similar period in March 15 of each subsequent year, the Parent and provided that Borrower is then in compliance with Section 7.1, Borrower the Borrowers may deliver to the Administrative Agent and the Lenders a written request for a one year 364 day extension of the Maturity Date together with a certificate Certificate of a Responsible Official signed by a Senior Officer on behalf of Parent and each Borrower stating that the representations and warranties contained in Article 4 (other than (i) representations and warranties which expressly speak as of a particular date or are no longer true and correct as a result of a change which is not a violation of this Agreement, (ii) as otherwise disclosed by Borrower the Parent and the Borrowers and approved in writing by the Requisite Lenders and (iii) Sections 4.4(a), 4.6 (first sentence), 4.17 and 4.194.15) are shall be true and correct on and as of the date of such certificateCertificate. Each Lender shall, prior to August 20 of such year, shall notify the Administrative Agent within 30 days following its receipt of such a Certificate whether (in its sole and absolute discretion) it consents to such request and the Administrative Agent shall, after receiving the notifications from all of the Lenders or the expiration of such period, whichever is earlier, notify Borrower Parent and the Borrowers and the Lenders of the results thereof. If all of the Lenders have consented, then the Maturity Date shall shall, effective on the then-current Maturity Date, be extended for one year364 days from the then current Maturity Date. If Lenders holding at least 8066 2/3% of the Commitment consent to the request for extension, but one or more Lenders (each a "Non-Consenting Lender") notify the Administrative Agent that it will not consent to the request for extension (or fail to notify the Administrative Managing Agent in writing of its consent to within the extension by August 20required period), Borrower Parent and the Borrowers may (i) cause such Non-Consenting Lender to be removed as a Lender under this Agreement pursuant to Section 11.15(a11.14(a), (ii) voluntarily terminate the Pro Rata Share of Non-Consenting Lender in accordance with Section 11.15(b11.14(b), or (iii) utilize a combination of the procedures described in clauses (i) and (ii) of this Section. If such removal is accomplished by assignment to an Eligible Assignee which has consented to the requested extension, then the request for extension shall be granted with the effect as set forth above. If such removal is accomplished by a voluntary reduction of the Commitment, then the Administrative Agent shall notify all of the Lenders in writing thereof.

Extension of the Maturity Date. The Maturity Date may be extended for one year 364 day periods at the request of Borrower the Parent and with the written consent of all of the Lenders (which may be withheld in the sole and absolute discretion of each Lender) pursuant to this Section. Not earlier than June 1sixty days prior to the then effective Maturity Date, 2002 nor but not later than August 1forty days prior to such Maturity Date, 2002, or in the similar period in each subsequent year, Parent and provided that Borrower is then in compliance with Section 7.1, Borrower the Borrowers may deliver to the Administrative Agent and the Lenders a written request for a one year 364 day extension of the Maturity Date together with a certificate Certificate of a Responsible Official signed by a Senior Officer on behalf of Parent and each Borrower stating that the representations and warranties contained in Article 4 (other than OTHER THAN (i) representations and warranties which expressly speak as of a particular date or are no longer true and correct as a result of a change which is not a violation of this Agreement, (ii) as otherwise disclosed by Borrower the Parent and the Borrowers and approved in writing by the Requisite Lenders and (iii) Sections 4.4(a), 4.6 (first sentence), 4.17 and 4.194.15) are shall be true and correct on and as of the date of such certificateCertificate. Each Lender shall, prior to August 20 of such year, shall -29- notify the Administrative Agent within thirty days (but not sooner than 45 days prior to the Maturity Date) following its receipt of such a Certificate whether (in its sole and absolute discretion) it consents to such request and the Administrative Agent shall, after receiving the notifications from all of the Lenders or the expiration of such period, whichever is earlier, notify Borrower Parent and the Borrowers and the Lenders of the results thereof. If all of the Lenders have consented, then the Maturity Date shall shall, effective on the then-current Maturity Date be extended for one year364 days from the then current Maturity Date. If Lenders holding at least 8066 2/3% of the Commitment consent to the request for extension, but one or more Lenders (each a "Non-Consenting Lender") notify the Administrative Agent that it will not consent to the request for extension (or fail to notify the Administrative Managing Agent in writing of its consent to within the extension by August 20required period), Borrower Parent and the Borrowers may (i) cause such Non-Consenting Lender to be removed as a Lender under this Agreement pursuant to Section 11.15(a11.14(a), (ii) voluntarily terminate the Pro Rata Share of Non-Consenting Lender in accordance with Section 11.15(b11.14(b), or (iii) utilize a combination of the procedures described in clauses (i) and (ii) of this Section. If such removal is accomplished by assignment to an Eligible Assignee which has consented to the requested extension, then the request for extension shall be granted with the effect as set forth above. If such removal is accomplished by a voluntary reduction of the Commitment, then the Administrative Agent shall notify all of the Lenders in writing thereof.

Extension of the Maturity Date. The Maturity Date may be extended for one year periods at the request of Borrower and with the written consent of all of the Lenders (which may be withheld in the sole and absolute discretion of each Lender) pursuant to this Section. Not earlier than June 1, 2002 nor later than August 1, 2002, or in the similar period in each subsequent year, and provided that Borrower is then in compliance with Section 7.1, Borrower may deliver to the Administrative Agent and the Lenders a written request for a one year extension of the Maturity Date together with a –21– certificate signed by a Senior Officer on behalf of Borrower stating that the representations and warranties contained in Article 4 (other than (i) representations and warranties which expressly speak as of a particular date or are no longer true and correct as a result of a change which is not a violation of this Agreement, (ii) as otherwise disclosed by Borrower and approved in writing by the Requisite Lenders and (iii) Sections 4.4(a), 4.6 (first sentence), 4.17 and 4.19) are true and correct on and as of the date of such certificate. Each Lender shall, prior to August 20 of such year, notify the Administrative Agent whether (in its sole and absolute discretion) it consents to such request and the Administrative Agent shall, after receiving the notifications from all of the Lenders or the expiration of such period, whichever is earlier, notify Borrower and the Lenders of the results thereof. If all of the Lenders have consented, then the Maturity Date shall be extended for one year. If Lenders holding at least 80% of the Commitment consent to the request for extension, but one or more Lenders (each a "Non-Consenting Lender") notify the Administrative Agent that it will not consent to the request for extension (or fail to notify the Administrative Agent in writing of its consent to the extension by August 20), Borrower may (i) cause such Non-Consenting Lender to be removed as a Lender under this Agreement pursuant to Section 11.15(a), (ii) voluntarily terminate the Pro Rata Share of Non-Consenting Lender in accordance with Section 11.15(b), or (iii) utilize a combination of the procedures described in clauses (i) and (ii) of this Section. If such removal is accomplished by assignment to an Eligible Assignee which has consented to the requested extension, then the request for extension shall be granted with the effect as set forth above. If such removal is accomplished by a voluntary reduction of the Commitment, then the Administrative Agent shall notify all of the Lenders in writing thereof.

Extension of the Maturity Date. The Maturity Date may be extended for one year 364 day periods at the request of Borrower the Parent and with the written consent of all of the Lenders (which may be withheld in the sole and absolute discretion of each Lender) pursuant to this Section. Not earlier than June 1sixty days prior to the then effective Maturity Date occurs, 2002 nor but not later than August 1, 2002, or in the similar period in March 15 of each subsequent year, the Parent and provided that Borrower is then in compliance with Section 7.1, Borrower the Borrowers may deliver to the Administrative Agent and the Lenders a written request for a one year 364 day extension of the Maturity Date together with a certificate Certificate of a Responsible Official signed by a Senior Officer on behalf of Parent and each Borrower stating that the representations and warranties contained in Article 4 (other than OTHER THAN (i) representations and warranties which expressly speak as of a particular date or are no longer true and correct as a result of a change which is not a violation of this Agreement, (ii) as otherwise disclosed by Borrower the Parent and the Borrowers and approved in writing by the Requisite Lenders and (iii) Sections 4.4(a), 4.6 (first sentence), 4.17 and 4.194.15) are shall be true and correct on and as of the date of such certificateCertificate. Each Lender shall, prior to August 20 of such year, shall notify the Administrative Agent within thirty days (but not sooner than 45 days prior to the Maturity Date) following its receipt of such a Certificate whether (in its sole and absolute discretion) it consents to such request and the Administrative Agent shall, after receiving the notifications from all of the Lenders or the expiration of such period, whichever is earlier, notify Borrower Parent and the Borrowers and the Lenders of the results thereof. If all of the Lenders have consented, then the Maturity Date shall shall, effective on the then-current Maturity Date be extended for one year364 days from the then current Maturity Date. If Lenders holding at least 8066 2/3% of the Commitment consent to the request for extension, but one or more Lenders (each a "Non-Consenting Lender") notify the Administrative Agent that it will not consent to the request for extension (or fail to notify the Administrative Managing Agent in writing of its consent to within the extension by August 20required period), Borrower Parent and the Borrowers may (i) cause such Non-Consenting Lender to be removed as a Lender under this Agreement pursuant to Section 11.15(a11.14(a), (ii) voluntarily terminate the Pro Rata Share of Non-Consenting Lender in accordance with Section 11.15(b11.14(b), or (iii) utilize a combination of the procedures described in clauses (i) and (ii) of this Section. If such removal is accomplished by assignment to an Eligible Assignee which has consented to the requested extension, then the request for extension shall be granted with the effect as set forth above. If such removal is accomplished by a voluntary reduction of the Commitment, then the Administrative Agent shall notify all of the Lenders in writing thereof.

Extension of the Maturity Date. The Borrower may request, no more frequently than once each year, by delivering written notice to the Administrative Agents and the Program Agent, that the Lenders extend the Maturity Date may be extended for one year periods at an additional 364 days, with such extension to become effective as of and from the request of Borrower and with the written consent of date all of the Lenders (which may be withheld consenting thereto shall in the their sole and absolute discretion of each Lender) pursuant consent to this Sectionsuch extension. Not earlier than June 1, 2002 nor later than August 1, 2002, or in the similar period in each subsequent year, and provided that Borrower is then in compliance with Section 7.1, Borrower may deliver The Administrative Agents will forward such requests to the Administrative Agent and Lenders in their respective Lender Groups. Any such request shall be subject to the following conditions: (w) at no time shall any Commitment have a term of more than 364 days and, if any such request would result in a term of more than 364 days, such request shall be deemed to have been made for such number of days so that, after giving effect to such extension on the date requested, such term will not exceed 364 days, (x) none of the Lenders a written request for a one year will have any obligation to extend any Commitment, (y) if fewer than all of the Lenders agree to extend the Maturity Date at such time, then any such extension of the Maturity Date will be effective only if (1) those Lenders who initially agreed to extend the Maturity Date for an additional 364 days subsequently reaffirm their agreement to extend, acknowledging that it would then be without the participation of the non-extending Lenders, and (2) the Borrower shall have made payment in full of the principal balance of the Loans together with a certificate signed by a Senior Officer on behalf all other Borrower Obligations accrued hereunder and owing to each of Borrower stating that the representations and warranties contained in Article 4 (other than (i) representations and warranties which expressly speak as of a particular date or are no longer true and correct as a result of a change which is not a violation of this Agreement, (ii) as otherwise disclosed by Borrower and approved in writing by the Requisite non-extending Lenders and their related Lender Groups on the Maturity Date in effect prior to such extension, and (iiiz) Sections 4.4(a), 4.6 any request for such extension shall be made not more than sixty (first sentence), 4.17 and 4.1960) are true and correct on and as of days prior to the date of such certificatethen effective Maturity Date. Each Lender shall, prior to August 20 of such year, notify the Administrative Agent whether (in its sole and absolute discretion) it consents shall respond to such request and the Administrative Agent shallin writing, after receiving the notifications from all of the Lenders or the expiration of such period, whichever is earlier, notify Borrower and the Lenders of the results thereof. If all of the Lenders have consented, then the Maturity Date shall be extended for one year. If Lenders holding at least 80% of the Commitment consent to the request for extension, but one or more Lenders (each a "Non-Consenting Lender") notify the Administrative Agent that it will not consent to the request for extension (or fail to notify the Administrative Agent in writing of its consent to the extension by August 20), Borrower may (i) cause such Non-Consenting Lender to be removed as a Lender under this Agreement pursuant to Section 11.15(a), (ii) voluntarily terminate the Pro Rata Share of Non-Consenting Lender in accordance with Section 11.15(b), or (iii) utilize a combination of the procedures described in clauses (i) and (ii) of this Section. If such removal is accomplished by assignment to an Eligible Assignee which has consented to the requested extension, then the request for extension shall be granted with the effect as set forth above. If such removal is accomplished by a voluntary reduction of the Commitment, then the Administrative Agent shall notify all on behalf of the Lenders in writing thereofits Lender Group (with a copy to the Program Agent), within thirty (30) days after receipt of such request; provided that if such request was received less than thirty (30) days prior to the then effective Maturity Date, each Administrative Agent shall be given at least ten (10) days to respond thereto (meaning that no such request may be delivered fewer than ten (10) days before the Maturity Date). Any Administrative Agent’s failure for any reason to respond to such a request within the applicable time period shall be deemed a rejection of the requested extension by the Lenders in its Lender Group. In the case of any Lender that shall not have agreed to (or been deemed to have rejected) an extension request, the Principal Balance of all Loans made by such Lender, together with all Borrower Obligations accrued hereunder and owing to such Lender shall be due and payable in full to such Lender on the Maturity Date that shall have been in effect at the time the request by the Borrower for an extension was made.

Extension of the Maturity Date. The Maturity Date may be extended for one one-year periods at the request of Borrower and with the written consent of all of the Lenders Banks (which may be withheld in the sole and absolute discretion of each LenderBank) pursuant to this Section. Not earlier than June March 1, 2002 1998 nor later than August May 1, 20021998, or in the similar corresponding period in each subsequent year, and provided that Borrower is then in compliance with Section 7.1, Borrower may deliver to the Administrative Agent and the Lenders Banks a written request for a one year extension of the Maturity Date together with a certificate Certificate of a Responsible Official signed by a Senior Officer on behalf of Borrower stating that the representations and warranties contained in Article 4 (other than (i) representations and warranties which expressly speak as of a particular date or are no longer true and correct as a result of a change which is not a violation of this Agreement, (ii) as otherwise disclosed by Borrower and approved in writing by the Requisite Lenders Banks and (iii) Sections 4.4(a)4.4, 4.6 (first sentence), 4.17 4.7, 4.8, 4.9, 4.16 and 4.194.18) are shall be true and correct on and as of the date of such certificateCertificate. Each Lender Bank shall, on or prior to August May 20 of such year, notify in writing the Administrative Agent whether (in its sole and absolute discretion) it consents to such request and the Administrative Agent shall, after receiving the notifications from all of the Lenders Banks or the expiration of such period, whichever is earlier, notify Borrower and the Lenders Banks of the results thereof. If all of the Lenders Banks have consented, then the Maturity Date shall be extended for one year. If Lenders holding at least 80% of the Commitment Requisite Banks consent to the request for extension, but one or more Lenders (each a "Non-Consenting Lender") notify Banks notifies the Administrative Agent that it will not consent to the request for extension (or fail fails to notify the Administrative Agent in writing of its consent to the extension by August May 20), Borrower may (i) cause such Non-Consenting Lender Bank(s) to be removed as a Lender Bank(s) under this Agreement pursuant to Section 11.15(a)11.25, (ii) voluntarily terminate whereupon the Pro Rata Share of Non-Consenting Lender in accordance with Section 11.15(b), or (iii) utilize a combination of the procedures described in clauses (i) and (ii) of this Section. If such removal is accomplished by assignment to an Eligible Assignee which has consented to the requested extension, then the request for extension Maturity Date shall be granted with the effect as set forth above. If such removal is accomplished by a voluntary reduction of the Commitment, then the Administrative Agent shall notify all of the Lenders in writing thereofextended for one year.