TERM-OUT PURSUANT TO SECTION 2.9, 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 THREE HUNDRED SIXTY-FOUR (364) DAY PERIOD; PROVIDED, THAT IN NO EVENT
SHALL THE REVOLVING CREDIT MATURITY DATE BE EXTENDED BEYOND DECEMBER 15, 2011.
THE ADMINISTRATIVE AGENT SHALL PROMPTLY NOTIFY THE LENDERS OF SUCH EXTENSION
NOTICE.
EACH LENDER, ACTING IN ITS SOLE DISCRETION, SHALL, BY NOTICE TO THE
ADMINISTRATIVE AGENT NO LATER THAN TWENTY (20) DAYS FOLLOWING THE DATE SUCH
EXTENSION NOTICE IS DELIVERED TO THE ADMINISTRATIVE AGENT (SUCH DATE, THE
"CONSENT DATE"), 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 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
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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