LENDERS) NOT LESS THAN 30 DAYS AND NOT MORE THAN 60 DAYS
PRIOR TO ANY ANNIVERSARY OF THE RESTATEMENT EFFECTIVE DATE, REQUEST THAT THE
LENDERS EXTEND THE MATURITY DATE FOR AN ADDITIONAL PERIOD OF ONE YEAR; PROVIDED
THAT THERE SHALL BE NO MORE THAN TWO EXTENSIONS OF THE MATURITY DATE PURSUANT TO
THIS SECTION.
EACH LENDER SHALL, BY NOTICE TO THE BORROWER AND THE AGENT GIVEN
NOT LATER THAN THE 20TH DAY AFTER THE DATE OF THE AGENT'S RECEIPT OF THE
BORROWER'S MATURITY DATE EXTENSION REQUEST, ADVISE THE BORROWER WHETHER OR NOT
IT AGREES TO THE REQUESTED EXTENSION (EACH LENDER AGREEING TO A REQUESTED
EXTENSION BEING CALLED A "CONSENTING LENDER", AND EACH LENDER DECLINING TO AGREE
TO A REQUESTED EXTENSION BEING CALLED A "DECLINING LENDER").
ANY LENDER THAT
HAS NOT SO ADVISED THE BORROWER AND THE AGENT BY SUCH DAY SHALL BE DEEMED TO
HAVE DECLINED TO AGREE TO SUCH EXTENSION AND SHALL BE A DECLINING LENDER.
IF
LENDERS CONSTITUTING THE REQUIRED LENDERS SHALL HAVE AGREED TO A MATURITY DATE
EXTENSION REQUEST, THEN THE MATURITY DATE SHALL, AS TO THE CONSENTING LENDERS,
BE EXTENDED TO THE FIRST ANNIVERSARY OF THE MATURITY DATE THERETOFORE IN
EFFECT.
THE DECISION TO AGREE OR WITHHOLD AGREEMENT TO ANY MATURITY DATE
EXTENSION REQUEST SHALL BE AT THE SOLE DISCRETION OF EACH LENDER.
THE
COMMITMENT OF ANY DECLINING LENDER SHALL TERMINATE ON THE MATURITY DATE IN
EFFECT PRIOR TO GIVING EFFECT TO ANY SUCH EXTENSION (SUCH MATURITY DATE BEING
CALLED THE "EXISTING MATURITY DATE").
THE PRINCIPAL AMOUNT OF ANY OUTSTANDING
LOANS MADE BY DECLINING LENDERS, TOGETHER WITH ANY ACCRUED INTEREST THEREON AND
ANY ACCRUED FEES AND OTHER AMOUNTS PAYABLE TO OR FOR THE ACCOUNT OF SUCH
DECLINING LENDERS HEREUNDER, SHALL BE DUE AND PAYABLE ON THE EXISTING MATURITY
DATE, AND ON THE EXISTING MATURITY DATE THE BORROWERS SHALL ALSO MAKE SUCH OTHER
PREPAYMENTS OF THEIR LOANS PURSUANT TO SECTION 2.14 AS SHALL BE REQUIRED IN
ORDER THAT, AFTER GIVING EFFECT TO THE TERMINATION OF THE COMMITMENTS OF, AND
ALL PAYMENTS TO, DECLINING LENDERS PURSUANT TO THIS SENTENCE, THE SUM OF THE
REVOLVING CREDIT EXPOSURES PLUS THE AGGREGATE OUTSTANDING PRINCIPAL AMOUNT OF
THE COMPETITIVE LOANS WOULD NOT EXCEED THE TOTAL COMMITMENT.
NOTWITHSTANDING
THE FOREGOING PROVISIONS OF THIS PARAGRAPH, THE BORROWER SHALL HAVE THE RIGHT,
PURSUANT TO SECTION 2.22, AT ANY TIME PRIOR TO THE EXISTING MATURITY DATE, TO
REPLACE A DECLINING
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LENDER WITH A LENDER OR OTHER FINANCIAL INSTITUTION THAT WILL AGREE TO THE
APPLICABLE MATURITY DATE EXTENSION REQUEST, AND ANY SUCH REPLACEMENT LENDER
SHALL FOR ALL PURPOSES CONSTITUTE A CONSENTING LENDER.
NOTWITHSTANDING THE
FOREGOING, NO EXTENSION OF THE MATURITY DATE PURSUANT TO THIS PARAGRAPH SHALL
BECOME EFFECTIVE UNLESS ON THE ANNIVERSARY OF THE EFFECTIVE DATE THAT
IMMEDIATELY FOLLOWS THE DATE ON WHICH THE BORROWER DELIVERS THE APPLICABLE
MATURITY DATE EXTENSION REQUEST, THE CONDITIONS SET FORTH IN SECTION 4.01 SHALL
BE SATISFIED (WITH ALL REFERENCES IN SUCH SECTION TO A BORROWING BEING DEEMED TO
BE REFERENCES TO SUCH INCREASE) AND THE AGENT SHALL HAVE RECEIVED