HEREOF.
SECTION 2.7
Termination of Revolving Credit Facility.
The Revolving
Credit Facility shall terminate on the Maturity Date.
SECTION 2.8
Optional Extension of the Maturity Date.
(A)
THE BORROWERS MAY, NO LESS THAN NINETY (90) DAYS PRIOR TO THE
MATURITY DATE THEN IN EFFECT (THE "CURRENT MATURITY DATE"), REQUEST THROUGH
WRITTEN NOTICE TO THE ADMINISTRATIVE AGENT SUBSTANTIALLY IN THE FORM OF EXHIBIT
F (THE "EXTENSION NOTICE"), THAT THE LENDERS EXTEND THE CURRENT MATURITY DATE
FOR AN ADDITIONAL ONE YEAR PERIOD; PROVIDED, THAT IN NO EVENT SHALL THE MATURITY
DATE BE EXTENDED BEYOND AUGUST 24, 2014.
EACH LENDER, ACTING IN ITS SOLE
DISCRETION, SHALL, BY NOTICE TO THE ADMINISTRATIVE AGENT NO LATER THAN THIRTY
(30) DAYS FOLLOWING THE DATE SUCH EXTENSION NOTICE IS DELIVERED TO THE
ADMINISTRATIVE AGENT (SUCH DATE, THE "CONSENT DATE"),
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ADVISE THE ADMINISTRATIVE AGENT IN WRITING OF ITS DESIRE TO EXTEND (ANY SUCH
LENDER, A "CONSENTING LENDER") OR NOT TO SO EXTEND (ANY SUCH LENDER, A
"NON-CONSENTING LENDER") THE CURRENT MATURITY DATE.
ANY LENDER THAT DOES NOT
ADVISE THE ADMINISTRATIVE AGENT BY THE CONSENT DATE SHALL BE DEEMED TO BE A
NON-CONSENTING LENDER.
NO LENDER SHALL BE UNDER ANY OBLIGATION OR COMMITMENT TO
EXTEND THE CURRENT MATURITY DATE.
THE ELECTION OF ANY LENDER TO AGREE TO SUCH
EXTENSION SHALL NOT OBLIGATE ANY OTHER LENDER TO AGREE TO SUCH EXTENSION.
(B)
IF (AND ONLY IF) LENDERS HOLDING IN THE AGGREGATE MORE THAN FIFTY
PERCENT (50%) OF THE AGGREGATE COMMITMENT ON THE CONSENT DATE HAVE AGREED TO
SUCH EXTENSION, THEN THE CURRENT MATURITY DATE APPLICABLE TO THE CONSENTING
LENDERS SHALL BE EXTENDED TO THE DATE THAT IS ONE YEAR AFTER THE CURRENT
MATURITY DATE WITH RESPECT TO SUCH CONSENTING LENDERS.
ALL LOANS OF EACH
NON-CONSENTING LENDER SHALL BE SUBJECT TO THE CURRENT MATURITY DATE, WITHOUT
GIVING EFFECT TO SUCH EXTENSION (SUCH DATE, THE "PRIOR MATURITY DATE").
IN THE
EVENT OF AN EXTENSION OF THE CURRENT MATURITY DATE PURSUANT TO THIS SECTION 2.8,
THE BORROWERS SHALL HAVE THE RIGHT, AT THEIR OWN EXPENSE, TO SOLICIT COMMITMENTS
FROM EXISTING LENDERS AND/OR ADDITIONAL ELIGIBLE ASSIGNEES WHICH MEET THE
REQUIREMENTS SET FORTH IN SECTION 13.10(B) TO REPLACE THE REVOLVING CREDIT
COMMITMENT OF ANY NON-CONSENTING LENDERS FOR THE REMAINING DURATION OF THE
CREDIT FACILITY.
ANY SUCH FINANCIAL INSTITUTION (IF NOT ALREADY A LENDER
HEREUNDER) SHALL BECOME A PARTY TO THIS AGREEMENT, AS A LENDER PURSUANT TO A
JOINDER AGREEMENT IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE
ADMINISTRATIVE AGENT AND THE BORROWERS.
THE REVOLVING CREDIT COMMITMENT OF EACH
NON-CONSENTING LENDER SHALL TERMINATE ON THE PRIOR MATURITY DATE, ALL LOANS AND
OTHER AMOUNTS PAYABLE HEREUNDER TO SUCH NON-CONSENTING LENDER SHALL BE SUBJECT
TO THE PRIOR MATURITY DATE AND, TO THE EXTENT SUCH NON-CONSENTING LENDER'S
REVOLVING CREDIT COMMITMENT IS NOT REPLACED AS PROVIDED ABOVE, THE AGGREGATE
COMMITMENT SHALL BE REDUCED BY THE AMOUNT OF THE REVOLVING CREDIT COMMITMENTS OF
EACH SUCH NON-CONSENTING LENDER SO TERMINATED ON THE PRIOR MATURITY DATE.
(C)
EFFECTIVE ON AND AFTER THE PRIOR MATURITY DATE, (I) EACH OF THE
NON-CONSENTING LENDERS