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 THREE HUNDRED SIXTY-FOUR DAYS
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.
SECTION 2.9
Term-Out.
(A)
SUBJECT TO THE CONDITIONS SET FORTH IN SECTION 5.3, THE BORROWERS
MAY, UPON PRIOR WRITTEN NOTICE TO THE ADMINISTRATIVE AGENT SENT NOT MORE THAN
NINETY (90) DAYS AND NOT LESS THAN THIRTY (30) DAYS PRIOR TO THE CURRENT
MATURITY DATE, ELECT TO HAVE ALL (BUT NOT LESS THAN ALL) OF THE PRINCIPAL
BALANCE OF THE LOANS THEN OUTSTANDING CONVERTED TO A TERM LOAN (AS CONVERTED,
THE "TERM LOAN") EFFECTIVE AS OF THE CURRENT MATURITY DATE (THE "TERM-OUT").
THE PRINCIPAL AMOUNT OF THE TERM LOAN (TOGETHER WITH ACCRUED AND UNPAID INTEREST
THEREON AND FEES IN RESPECT THEREOF) SHALL BE DUE AND PAYABLE ON THE TERM LOAN
MATURITY DATE.
(B)
AS A CONDITION PRECEDENT TO THE TERM-OUT, THE BORROWERS SHALL
DELIVER TO THE ADMINISTRATIVE AGENT A CERTIFICATE OF THE COMPANY, ON BEHALF OF
THE BORROWERS, DATED AS OF THE CURRENT MATURITY DATE SIGNED BY A RESPONSIBLE
OFFICER OF THE COMPANY, CERTIFYING THAT AS OF SUCH DATE, ALL CONDITIONS SET
FORTH IN SECTION 5.3 SHALL HAVE BEEN SATISFIED (WITH ALL REFERENCES IN SUCH
SECTION TO THE MAKING OF A LOAN BEING DEEMED TO BE REFERENCES TO THE EXERCISE OF
THE TERM-OUT ON THE CURRENT MATURITY DATE).
(C)
THE BORROWERS MAY REPAY, BUT NOT REBORROW, ALL OR ANY PORTION OF
THE TERM LOAN IN