Common use of Term-Out Option Clause in Contracts

Term-Out Option. The Borrower may, upon notice to the Agent not later than the Termination Date, elect to convert all of the Loans outstanding on the Termination Date in effect at such time into “term loans” in which case the outstanding Loans shall not be due on the Termination Date and shall instead be due and payable on the first anniversary of the Termination Date, with the effect that, notwithstanding anything to the contrary in this Agreement or in any other Loan Document, all references in this Agreement and each other Loan Document to the Termination Date (other than as set forth in this Section 2.17) shall thereafter be deemed to refer to the date that is the first anniversary of the Termination Date; provided that (a) the Borrower shall have delivered an officer’s certificate dated as of the Termination Date certifying (x) that representations and warranties contained in Article IV are true and correct in all material respects on and as of such date (except where any such representation or warranty is otherwise qualified by materiality, in which case such representation or warranty shall be true and correct in all respects and except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date), (b) no Default shall have occurred and be continuing and (c) the Borrower shall have paid to the Agent for the account of the Banks a fee in the amount equal to (x) 0.50% multiplied by (y) the aggregate outstanding principal amount of all Loans so converted. All Loans converted into “term loans” pursuant to this Section 2.17 shall continue to constitute Loans under this Agreement and the other Loan Documents (i) except that the Borrower may not reborrow such Loans pursuant to Section 2.01 after all or any portion of such Loans shall have been prepaid pursuant to Section 2.10 and no new Loans may be borrowed on or after the Termination Date and (ii) the Borrower may prepay such Loans in whole or in part at any time without premium or penalty in accordance with Section 2.10.

Term-Out Option. The Borrower Company may, upon by notice to the Agent not later less than 10 days prior to the then-effective Termination Date, subject to the conditions set forth below in this Section 5.3, elect to convert all the aggregate outstanding principal amount of the Revolving Loans outstanding of each Bank as of such then-effective Termination Date to a term loan of such Bank in said amount (herein collectively called “Term Loans” and individually each called a “Term Loan”). Each Term Loan shall bear interest, from and including such then-effective Termination Date until the payment thereof in full, at a rate per annum equal to (x) in the case such Term Loan is a Base Rate Loan, the Base Rate from time to time in effect and (y) in the case such Term Loan is a LIBOR Rate Loan, the LIBOR Rate applicable to the Loan Period for such Term Loan, and in each case shall otherwise constitute a Loan for all purposes of this Agreement. The Company agrees to repay to the Agent for account of the Banks the unpaid principal amount of the Term Loans on the date 364 days after such then-effective Termination Date in effect at or, if such time into “term loans” in which case date is not a Business Day, the immediately preceding Business Day (and any outstanding Loans Note shall not be due on the Termination Date and shall instead be due and payable on the first anniversary of the Termination Date, with the effect that, notwithstanding anything to the contrary in this Agreement deemed amended accordingly). Once repaid or in any other Loan Document, all references in this Agreement and each other Loan Document to the Termination Date prepaid (other than as set forth contemplated by Section 3.2(d)), Term Loans cannot be reborrowed. Anything in this Section 2.17) shall thereafter be deemed to refer 5.3 to the date that is contrary notwithstanding, any such conversion shall be subject to the first anniversary of the Termination Date; provided conditions precedent that (a) the Borrower shall have delivered an officer’s certificate dated as of the Termination Date certifying (x) that representations and warranties contained in Article IV are true and correct in all material respects on and as of such date (except where any such representation or warranty is otherwise qualified by materiality, in which case such representation or warranty shall be true and correct in all respects and except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date), (bi) no Unmatured Event of Default or Event of Default shall have occurred and be continuing and (c) the Borrower shall have paid to the Agent for the account of the Banks a fee in the amount equal to (x) 0.50% multiplied by (y) the aggregate outstanding principal amount of all Loans so converted. All Loans converted into “term loans” pursuant to this Section 2.17 shall continue to constitute Loans under this Agreement and the other Loan Documents (i) except that the Borrower may not reborrow on such Loans pursuant to Section 2.01 after all or any portion of such Loans shall have been prepaid pursuant to Section 2.10 and no new Loans may be borrowed on or after the then-effective Termination Date and (ii) the Borrower may prepay representations and warranties made by the Company in Section 8 shall be true on and as of such Loans in whole or in part at any time without premium or penalty then-effective Termination Date with the same force and effect as if made on and as of such date. Each notice of conversion delivered by the Company in accordance with this Section 2.105.3 shall constitute a certification by the Company to the effect set forth in the preceding sentence (both as of the date of such notice and, unless the Company, after delivery of such notice, otherwise notifies the Agent prior to such then-effective Termination Date, as of such date). Notwithstanding anything in this Agreement to the contrary, commitment fees contemplated by Section 4.4 shall cease to accrue after the effectiveness of the Term-Out Option.

Term-Out Option. The Borrower may, in its sole and absolute discretion, upon not less than 10 days’ (and not more than 60 days’) notice to the Agent not later than the Termination DateAdministrative Agent, elect to convert all of the Loans outstanding on the Commitment Termination Date in effect at such time into “term loans” in which case the outstanding Loans shall not be due on the Commitment Termination Date and shall instead be due and payable on the first anniversary of the Commitment Termination Date, with the effect that, notwithstanding anything to the contrary in this Agreement or in any other Loan Document, all references in this Agreement and each other Loan Document to the Commitment Termination Date (other than as set forth in this Section 2.172.2 or Section 2.1) shall thereafter be deemed to refer to the date that is the first anniversary of the Commitment Termination Date; provided that (a) the Borrower shall have delivered an officer’s certificate dated as of on the Commitment Termination Date certifying (x) that the representations and warranties contained in Article IV are this Agreement shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on the Commitment Termination Date (provided that any representation and warranty that is qualified as of such date (except where any such representation to “materiality”, “Material Adverse” or warranty is otherwise qualified by materiality, in which case such representation or warranty similar language shall be true and correct (after giving effect to any qualification therein) in all respects and on the Commitment Termination Date), except those which are expressly specified to the extent that such representations and warranties specifically refer to be made as of an earlier date, in which case they are true and correct as of such earlier date), (b) no Default shall have occurred and be continuing continuing, and (c) the Borrower shall have paid to the Administrative Agent for the account of the Banks Lenders a fee in the amount equal to (xi) 0.500.75% multiplied by (yii) the aggregate outstanding principal amount of all Loans so converted. All Loans converted into “term loans” pursuant to this Section 2.17 2.2 shall continue to constitute Loans under this Agreement and the other Loan Documents (i) except that the Borrower may not reborrow such Loans pursuant to Section 2.01 2.1 after all or any portion of such Loans shall have been prepaid pursuant to Section 2.10 2.7 and no new Loans may be borrowed on or after the Commitment Termination Date and (ii) the Borrower may prepay such Loans in whole or in part at any time without premium or penalty in accordance with Section 2.10Date.

Term-Out Option. The Borrower may, upon notice to the Administrative Agent not later than the Termination Date, elect to convert all of the Loans outstanding on the Termination Date in effect at such time into “term loans” in which case the outstanding Loans shall not be due on the Termination Date and shall instead be due and payable on the first anniversary of the Termination Date, with the effect that, notwithstanding anything to the contrary in this Agreement or in any other Loan Document, all references in this Agreement and each other Loan Document to the Termination Date (other than as set forth in this Section 2.172.10) shall thereafter be deemed to refer to the date that is the first anniversary of the Termination Date; provided that (a) the Borrower shall have delivered an officer’s certificate dated as of the Termination Date certifying (x) that representations and warranties contained in Article IV V are true and correct in all material respects on and as of such date (except where any such representation or warranty is otherwise qualified by materiality, in which case such representation or warranty shall be true and correct in all respects and except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date), (b) no Default shall have occurred and be continuing and (c) the Borrower shall have paid to the Administrative Agent for the account of the Banks a fee in the amount equal to (x) 0.50% multiplied by (y) the aggregate outstanding principal amount of all Loans so converted. All Loans converted into “term loans” pursuant to this Section 2.17 2.10 shall continue to constitute Loans under this Agreement and the other Loan Documents (i) except that the Borrower may not reborrow such Loans pursuant to Section 2.01 2.1 after all or any portion of such Loans shall have been prepaid pursuant to Section 2.10 2.5.4 and no new Loans may be borrowed on or after the Termination Date and (ii) the Borrower may prepay such Loans in whole or in part at any time without premium or penalty in accordance with Section 2.102.5.4.

Term-Out Option. (a) The Borrower may, upon by irrevocable written notice to the Administrative Agent substantially in the form of Exhibit C given, not later less than 30 days, but not more than 60 days, prior to the Termination Maturity Date, elect (such election, the “Term-Out Option”) to convert all extend the date for repayment of the Revolving Credit Loans outstanding on the Termination Maturity Date in effect at (such time into extended Loans, the “term loans” in Term Loans”) to the date which case is 364 days after the outstanding Loans shall not be due Maturity Date (the “Term Loan Maturity Date”); provided that on the Termination Date Maturity Date: (i) at the time of and shall instead be due and payable on immediately after giving effect to the first anniversary exercise of the Termination DateTerm-Out Option, with no Default shall have occurred and be continuing; (ii) the effect that, notwithstanding anything to representations and warranties of the contrary in this Agreement or in any other Loan Document, all references in this Agreement and each other Loan Document to the Termination Date (other than as Borrower set forth in Article III (excluding, solely for the purposes of any extension of any Maturity Date, Section 3.04(b)) of this Section 2.17) Agreement shall thereafter be deemed to refer to the date that is the first anniversary of the Termination Date; provided that (a) the Borrower shall have delivered an officer’s certificate dated as of the Termination Date certifying (x) that representations and warranties contained in Article IV are true and correct in all material respects on and as of such date (except where that to the extent any such representation or warranty is otherwise qualified by materialitymateriality or Material Adverse Effect, in which case such representation or warranty shall be true and correct in all respects respects) on and as the Maturity Date, as applicable, except to the extent that such representations and warranties specifically refer expressly referring only to an earlier date, in which case they are such representations and warranties shall have been true and correct in all material respects as of such earlier date), ; and (b) no Default shall have occurred and be continuing and (ciii) the Borrower shall have paid the Term-Out Premium to the Administrative Agent for the account of the Banks a fee in the amount equal to (x) 0.50% multiplied by (y) the aggregate outstanding principal amount of all Loans so converted. All Loans converted into “term loans” each Lender pursuant to Section 2.11(d). (b) The notice by the Borrower under this Section 2.17 2.19 shall continue be deemed to constitute Loans under this Agreement a representation and warranty by the other Loan Documents Borrower as to the matters specified in clauses (i) except and (ii) above as of the Maturity Date. For the avoidance of doubt all Revolving Credit Commitments will terminate on the Maturity Date, and no additional Borrowings or reborrowings will be permitted after the Maturity Date. (c) Revolving Credit Loans of any Lender which are outstanding on the Maturity Date and that, pursuant to the exercise of the Term-Out Option, become Term Loans after the Maturity Date, shall bear interest pursuant to Section 2.12 (it being understood that Eurodollar Revolving Credit Loans shall become Eurodollar Term Loans with the same Interest Period as in effect for such Eurodollar Revolving Credit Loans on the Maturity Date and that the Borrower may not reborrow such thereafter make Interest Election Requests with respect to Term Loans pursuant to Section 2.01 after all or any portion of such Loans shall have been prepaid pursuant to Section 2.10 and no new Loans may be borrowed on or after the Termination Date and (ii) the Borrower may prepay such Loans in whole or in part at any time without premium or penalty in accordance with Section 2.10the terms hereof).

Term-Out Option. The Borrower Company may, upon by notice to the Agent not later less than 10 days prior to the then-effective Termination Date, subject to the conditions set forth below in this Section 5.3, elect to convert all the aggregate outstanding principal amount of the Committed Loans outstanding of each Bank as of such then-effective Termination Date to a term loan of such Bank in said amount (herein collectively called "Term Loans" and individually each called a "Term Loan"). Each Term Loan shall bear interest, from and including such then-effective Termination Date until the payment thereof in full, at a rate per annum equal to (x) in the case such Term Loan is a Base Rate Loan, the Base Rate from time to time in effect and (y) in the case such Term Loan is a LIBOR Rate Loan, the LIBOR Rate applicable to the Loan Period for such Term Loan, and in each case shall otherwise constitute a Committed Loan for all purposes of this Agreement. The Company agrees to repay to the Agent for account of the Banks the unpaid principal amount of the Term Loans on the date 364 days after such then-effective Termination Date in effect at or, if such time into “term loans” in which case date is not a Business Day, the immediately preceding Business Day (and any outstanding Loans Committed Note shall not be due on the Termination Date and shall instead be due and payable on the first anniversary of the Termination Date, with the effect that, notwithstanding anything to the contrary in this Agreement deemed amended accordingly). Once repaid or in any other Loan Document, all references in this Agreement and each other Loan Document to the Termination Date prepaid (other than as set forth contemplated by Section 3.2(d)), Term Loans cannot be reborrowed. Anything in this Section 2.17) shall thereafter be deemed to refer 5.3 to the date that is contrary notwithstanding, any such conversion shall be subject to the first anniversary of the Termination Date; provided conditions precedent that (a) the Borrower shall have delivered an officer’s certificate dated as of the Termination Date certifying (x) that representations and warranties contained in Article IV are true and correct in all material respects on and as of such date (except where any such representation or warranty is otherwise qualified by materiality, in which case such representation or warranty shall be true and correct in all respects and except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date), (bi) no Unmatured Event of Default or Event of Default shall have occurred and be continuing and (c) the Borrower shall have paid to the Agent for the account of the Banks a fee in the amount equal to (x) 0.50% multiplied by (y) the aggregate outstanding principal amount of all Loans so converted. All Loans converted into “term loans” pursuant to this Section 2.17 shall continue to constitute Loans under this Agreement and the other Loan Documents (i) except that the Borrower may not reborrow on such Loans pursuant to Section 2.01 after all or any portion of such Loans shall have been prepaid pursuant to Section 2.10 and no new Loans may be borrowed on or after the then-effective Termination Date and (ii) the Borrower may prepay representations and warranties made by the Company in Section 8 shall be true on and as of such Loans in whole or in part at any time without premium or penalty then-effective Termination Date with the same force and effect as if made on and as of such date. Each notice of conversion delivered by the Company in accordance with this Section 2.105.3 shall Credit Agreement constitute a certification by the Company to the effect set forth in the preceding sentence (both as of the date of such notice and, unless the Company, after delivery of such notice, otherwise notifies the Agent prior to such then-effective Termination Date, as of such date). Notwithstanding anything in this Agreement to the contrary, facility fees contemplated by Section 4.4 and utilization fees contemplated by Section 4.5 shall cease to accrue after the effectiveness of the Term-Out Option.

Term-Out Option. The Borrower may, upon notice to the Administrative Agent not later than the Termination Date, elect to convert all of the Loans outstanding on the Termination Date in effect at such time into “term loans” in which case the outstanding Loans shall not be due on the Termination Date and shall instead be due and payable on the first anniversary of the Termination Date, with the effect that, notwithstanding anything to the contrary in this Agreement or in any other Loan Document, all references in this Agreement and each other Loan Document to the Termination Date (other than as set forth in this Section 2.172.10) shall thereafter be deemed to refer to the date that is the first anniversary of the Termination Date; provided that (a) the Borrower shall have delivered an officer’s certificate dated as of the Termination Date certifying (x) that representations and warranties contained in Article IV V are true and correct in all material respects on and as of such date (except where any such representation or warranty is otherwise qualified by materiality, in which case such representation or warranty shall be true and correct in all respects and except to the extent that 156389297_7 such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date), (b) no Default shall have occurred and be continuing and (c) the Borrower shall have paid to the Administrative Agent for the account of the Banks a fee in the amount equal to (x) 0.50% multiplied by (y) the aggregate outstanding principal amount of all Loans so converted. All Loans converted into “term loans” pursuant to this Section 2.17 2.10 shall continue to constitute Loans under this Agreement and the other Loan Documents (i) except that the Borrower may not reborrow such Loans pursuant to Section 2.01 2.1 after all or any portion of such Loans shall have been prepaid pursuant to Section 2.10 2.5.4 and no new Loans may be borrowed on or after the Termination Date and (ii) the Borrower may prepay such Loans in whole or in part at any time without premium or penalty in accordance with Section 2.102.5.4.

Term-Out Option. The (i) If the Commitment Termination Date shall not have been extended, each Borrower may, upon by notice to the Administrative Agent not later less than 10 days prior to the Commitment Termination Date, elect to Date convert all of the Syndicated Loans made to such Borrower that are outstanding on the Commitment Termination Date to term loans (each, a "Term Loan" and collectively, the "Term Loans"). Each Term Loan shall bear interest, until the payment in effect full thereof, at such time into “term loans” the rates provided for in which case the outstanding Loans shall not be due on the Termination Date Section 2.11 and shall instead be due and payable on otherwise constitute a Syndicated Loan for all purposes of this Agreement. The relevant Borrower hereby unconditionally promises to pay to the first anniversary Administrative Agent for account of the Termination Date, with Lenders the effect that, notwithstanding anything unpaid principal amount of the Term Loans made to the contrary in this Agreement or in any other Loan Document, all references in this Agreement and each other Loan Document to the Termination Date (other than as set forth in this Section 2.17) shall thereafter be deemed to refer to such Borrower that are outstanding on the date that is six months after the first anniversary of the Termination Date; provided that (a) the Borrower shall have delivered an officer’s certificate dated as of the Commitment Termination Date certifying (x) that representations and warranties contained in Article IV are true and correct in all material respects on and as of or, if such date is not a Business Day, the next preceding Business Day) (except where the "Maturity Date"). Anything in this Section 2.08(b)(i) to the contrary notwithstanding, any such representation or warranty is otherwise qualified by materiality, in which case such representation or warranty conversion shall be true and correct in all respects and except subject to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date), conditions precedent that: (bi) no Default shall have occurred and be continuing and (c) on the Borrower shall have paid to the Agent for the account of the Banks a fee in the amount equal to (x) 0.50% multiplied by (y) the aggregate outstanding principal amount of all Loans so converted. All Loans converted into “term loans” pursuant to this Section 2.17 shall continue to constitute Loans under this Agreement and the other Loan Documents (i) except that the Borrower may not reborrow such Loans pursuant to Section 2.01 after all or any portion of such Loans shall have been prepaid pursuant to Section 2.10 and no new Loans may be borrowed on or after the Commitment Termination Date and (ii) the representations and warranties made by such Borrower may prepay in Article III hereof shall be true and complete on and as of such Loans in whole Commitment Termination Date with the same force and effect as if made on and as of such date (or, if any such representation or in part at any time without premium or penalty warranty is expressly stated to have been made as of a specific date, as of such specific date). Each notice of conversion delivered by either Borrower in accordance with this Section 2.102.08(b)(i) shall constitute a certification by such Borrower to the effect set forth in the preceding sentence (both as of the date of such notice date and, unless such Borrower, after delivery of such notice, otherwise notifies the Administrative Agent prior to the Commitment Termination Date, as of such date). (ii) If the requisite percentage of Lenders have agreed to extend the Commitment Termination Date pursuant to Section 2.18, each Borrower may convert all Syndicated Loans of Non-Extending Lenders to such Borrower that are outstanding on the applicable Existing Commitment Termination Date to term loans (each, a "Non-Extending Lender Term Loan") by notice to the Administrative Agent and the Non-Extending Lenders not less than 10 days prior to such Existing Commitment Termination Date. Each Non-Extending Lender Term Loan shall bear interest, until the payment in full thereof, at the rates provided for in Section 2.11 and shall otherwise constitute a Syndicated Loan for all purposes of this Agreement. The relevant Borrower hereby unconditionally promises to pay to the Administrative Agent for account of the Lenders the unpaid principal amount of the Non-Extending Lender Term Loans made to such Borrower that are outstanding on the date that is six months after the applicable Existing Commitment Termination Date (or, if such date is not Business Day, the next preceding Business Day) (a "Non-Extending Lender Term Loan Maturity Date"). Anything in this Section 2.08(b)(ii) to the contrary notwithstanding, any such conversion shall be subject to the conditions precedent that: (i) no Default shall have occurred and be continuing on the applicable Existing Commitment Termination Date and (ii) the representations and warranties made 364-DAY CREDIT AGREEMENT by such Borrower in Article III hereof shall be true and complete on and as of such Existing Commitment Termination Date with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date). Each notice of conversion delivered by either Borrower in accordance with this Section 2.08(b)(ii) shall constitute a certification by such Borrower to the effect set forth in the preceding sentence (both as of the date of such notice date and, unless the Borrower, after delivery of such notice, otherwise notifies the Administrative Agent prior to the applicable Existing Commitment Termination Date, as of such date).

Term-Out Option. (a) The Company shall be entitled to request that: (i) all or part (being an amount in accordance with Clause 5.3 (Currency and amount)) of the amount of each Facility A Loan (pro rata amongst the Lenders of such Facility A Loan) forming part of a Utilisation and outstanding on the Initial Facility A Termination Date be converted on the Initial Facility A Termination Date into a term loan maturing on the First Term Out Option Termination Date; and (ii) all or part of the Facility A Commitments (being an amount in accordance with Clause 5.3 (Currency and amount)) which have not been drawn down prior to the Initial Facility A Termination Date be drawn down by way of Facility A Term Loans by a Borrower mayon the Initial Facility A Termination Date, upon notice by delivering to the Agent a Conversion Request not later less than 5 Business Days nor more than 30 days prior to the Initial Facility A Termination Date. (b) Any outstanding Facility A Loans not requested to be so converted shall be repaid in full on the Initial Facility A Termination Date. (c) If: (i) the Borrower has delivered a Conversion Request under paragraph (a) of this Clause 8.1; and (ii) the conditions in Clauses 4.3 (Further Conditions Precedent) would have been met if the Facility A Loan to be converted had been a new Facility A Loan and are met in respect of any new Facility A Term Loan to be drawn down), elect to convert then: (A) all or the part of each Facility A Loan which is specified in the Loans Conversion Request and is outstanding on the Initial Facility A Termination Date (equal to the amount specified in effect at such time the Conversion Request as being requested to be converted) shall automatically be converted into “a term loans” loan in the currency in which case the relevant outstanding Loans Facility A Loan is denominated at the time of the Conversion Request and shall not be due repayable on the Initial Facility A Termination Date pursuant to Clause 7.1 (Repayment of Facility A Loans) but shall instead be repayable in full on the First Term Out Option Termination Date; and (B) a Facility A Term Loan (equal to the amount specified in the Conversion Request as being the amount of the undrawn Facility A Commitments to be drawn down by way of Facility A Term Loans in accordance with Clause 8.1(a)(ii) above) shall be made to the relevant Borrower on the Initial Facility A Termination Date and shall not be repayable pursuant to Clause 7.1 (Repayment of Facility A Loans) but shall instead be due and payable repayable in full on the first anniversary of the First Term Out Option Termination Date, with the effect that, notwithstanding anything to the contrary in this Agreement or in any other Loan Document, all references in this Agreement and each other Loan Document to the Termination Date (other than as set forth in this Section 2.17) shall thereafter be deemed to refer to the date that is the first anniversary of the Termination Date; provided that (a) the Borrower shall have delivered an officer’s certificate dated as of the Termination Date certifying (x) that representations and warranties contained in Article IV are true and correct in all material respects on and as of such date (except where any such representation or warranty is otherwise qualified by materiality, in which case such representation or warranty shall be true and correct in all respects and except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date), (b) no Default shall have occurred and be continuing and (c) the Borrower shall have paid to the Agent for the account of the Banks a fee in the amount equal to (x) 0.50% multiplied by (y) the aggregate outstanding principal amount of all Loans so converted. All Loans converted into “term loans” pursuant to this Section 2.17 shall continue to constitute Loans under this Agreement and the other Loan Documents (i) except that the Borrower may not reborrow such Loans pursuant to Section 2.01 after all or any portion of such Loans shall have been prepaid pursuant to Section 2.10 and no new Loans may be borrowed on or after the Termination Date and (ii) the Borrower may prepay such Loans in whole or in part at any time without premium or penalty in accordance with Section 2.10.

Term-Out Option. The Borrower may, upon notice to the Agent not later than the Termination Date, elect to convert all of the Loans outstanding on the Termination Date in effect at such time into “term loans” in which case the outstanding Loans shall not be due on the Termination Date and shall instead be due and payable on the first anniversary of the Termination Date, with the effect that, notwithstanding anything to the contrary in this Agreement or in any other Loan Document, all references in this Agreement and each other Loan Document to the Termination Date (other than as set forth in this Section 2.17) shall thereafter be deemed to refer to the date that is the first anniversary of the Termination Date; provided that (a) the Borrower shall have delivered an officer’s certificate dated as of the Termination Date certifying (x) that representations and warranties contained in Article IV are true and correct in all material respects on and as of such date (except where any such representation or warranty is otherwise qualified by materiality, in which case such representation or warranty shall be true and correct in all respects and except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date), (b) no Default shall have occurred and be continuing and (c) the Borrower shall have paid to the Agent for the account of the Banks a fee in the amount equal to (x) 0.50% multiplied by (y) the aggregate outstanding principal amount of all Loans so converted. All Loans converted into “term loans” pursuant to this Section 2.17 shall continue to constitute Loans under this Agreement and the other Loan Documents (i) except that the Borrower may not reborrow such Loans pursuant to Section 2.01 after all or any portion of such Loans shall have been prepaid pursuant to Section 2.10 and no new Loans may be borrowed on or after the Termination Date and (ii) the Borrower may prepay such Loans in whole or in part at any time without premium or penalty in accordance with Section 2.10.

Term-Out Option. The Borrower Company may, upon by notice to the Agent not later less than 10 days prior to the then-effective Termination Date, subject to the conditions set forth below in this Section 5.3, elect to convert all the aggregate outstanding principal amount of the Committed Loans outstanding of each Bank as of such then-effective Termination Date to a term loan of such Bank in said amount (herein collectively called “Term Loans” and individually each called a “Term Loan”). Each Term Loan shall bear interest, from and including such then-effective Termination Date until the payment thereof in full, at a rate per annum equal to (x) in the case such Term Loan is a Base Rate Loan, the Base Rate from time to time in effect and (y) in the case such Term Loan is a LIBOR Rate Loan, the LIBOR Rate applicable to the Loan Period for such Term Loan, and in each case shall otherwise constitute a Committed Loan for all purposes of this Agreement. The Company agrees to repay to the Agent for account of the Banks the unpaid principal amount of the Term Loans on the date 364 days after such then-effective Termination Date in effect at or, if such time into “term loans” in which case date is not a Business Day, the immediately preceding Business Day (and any outstanding Loans Committed Note shall not be due on the Termination Date and shall instead be due and payable on the first anniversary of the Termination Date, with the effect that, notwithstanding anything to the contrary in this Agreement deemed amended accordingly). Once repaid or in any other Loan Document, all references in this Agreement and each other Loan Document to the Termination Date prepaid (other than as set forth contemplated by Section 3.2(d)), Term Loans cannot be reborrowed. Anything in this Section 2.17) shall thereafter be deemed to refer 5.3 to the date that is contrary notwithstanding, any such conversion shall be subject to the first anniversary of the Termination Date; provided conditions precedent that (a) the Borrower shall have delivered an officer’s certificate dated as of the Termination Date certifying (x) that representations and warranties contained in Article IV are true and correct in all material respects on and as of such date (except where any such representation or warranty is otherwise qualified by materiality, in which case such representation or warranty shall be true and correct in all respects and except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date), (bi) no Unmatured Event of Default or Event of Default shall have occurred and be continuing and (c) the Borrower shall have paid to the Agent for the account of the Banks a fee in the amount equal to (x) 0.50% multiplied by (y) the aggregate outstanding principal amount of all Loans so converted. All Loans converted into “term loans” pursuant to this Section 2.17 shall continue to constitute Loans under this Agreement and the other Loan Documents (i) except that the Borrower may not reborrow on such Loans pursuant to Section 2.01 after all or any portion of such Loans shall have been prepaid pursuant to Section 2.10 and no new Loans may be borrowed on or after the then-effective Termination Date and (ii) the Borrower may prepay representations and warranties made by the Company in Section 8 shall be true on and as of such Loans in whole or in part at any time without premium or penalty then-effective Termination Date with the same force and effect as if made on and as of such date. Each notice of conversion delivered by the Company in accordance with this Section 2.105.3 shall constitute a certification by the Company to the effect set forth in the preceding sentence (both as of the date of such notice and, unless the Company, after delivery of such notice, otherwise notifies the Agent prior to such then-effective Termination Date, as of such date). Notwithstanding anything in this Agreement to the contrary, facility fees contemplated by Section 4.4 and utilization fees contemplated by Section 4.5 shall cease to accrue after the effectiveness of the Term-Out Option.

Term-Out Option. (a) The Borrower may, upon by delivering an irrevocable notice to the Administrative Agent (who shall promptly deliver a copy to each of the Lenders), not later less than 5 Business Days in advance of the Commitment Termination Date, elect (such election, the “Term-Out Option”) to convert all of extend the Loans outstanding on the Termination Maturity Date in effect at such time into “term loans” in which case the outstanding Loans shall not be due on the Termination Date and shall instead be due and payable on the first to a one-year anniversary of the Termination Date, with the effect that, notwithstanding anything to the contrary in this Agreement or in any other Loan Document, all references in this Agreement and each other Loan Document to the Termination Date (other than as set forth in this Section 2.17) shall thereafter be deemed to refer to the date that is the first anniversary of the Commitment Termination Date; provided that on the Commitment Termination Date (aA) no Default exists or would result from such extension, (B) the Borrower shall have delivered an officer’s certificate dated as of the Termination Date certifying (x) that representations and warranties contained set forth in Article IV this Agreement and the other Loan Documents are true and correct in all material respects on (and as of such date (except where any such representation or warranty is otherwise in all respects if already qualified by materiality), in which case such representation or warranty shall be true and correct in all respects and except to the extent that any such representations or warranties are limited to a specific date, in which case, such representations and warranties specifically refer to an earlier date, are accurate in which case they are true and correct all material respects as of such earlier specific date), (bC) no Default the Administrative Agent shall have occurred and be continuing and (c) received the Borrower shall have paid Term-Out Fee payable to the Administrative Agent for the account of the Banks a fee in the amount equal to (x) 0.50% multiplied by (y) the aggregate outstanding principal amount of all Loans so converted. All Loans converted into “term loans” pursuant to this Section 2.17 shall continue to constitute Loans under this Agreement and the other Loan Documents (i) except that the Borrower may not reborrow such Loans each Lender pursuant to Section 2.01 after all or any portion of such Loans 2.11(b) and (D) the Administrative Agent shall have been prepaid pursuant received a certificate of the Borrower, dated as of the Commitment Termination Date, signed by a Responsible Officer of the Borrower, certifying as to Section 2.10 the matters specified in clauses (A) and (B) above as of the Commitment Termination Date. Notwithstanding the extension of the Maturity Date as a result of the exercise of the Term-Out Option, all Commitments will terminate on the Commitment Termination Date, and no new Loans may additional Borrowings will be borrowed on or permitted after the Commitment Termination Date. For the avoidance of doubt, after the Termination Date and (ii) the Borrower Date, amounts repaid may prepay such Loans in whole or in part at any time without premium or penalty in accordance with Section 2.10not be reborrowed.

Term-Out Option. The Borrower Company may, upon by notice to the Agent not later less than 10 days prior to the then-effective Termination Date, subject to the conditions set forth below in this Section 5.3, elect to convert all the aggregate outstanding principal amount of the Committed Loans outstanding of each Bank as of such then-effective Termination Date to a term loan of such Bank in said amount (herein collectively called "Term Loans" and individually each called a "Term Loan"). Each Term Loan shall bear interest, from and including such then-effective Credit Agreement Termination Date until the payment thereof in full, at a rate per annum equal to (x) in the case such Term Loan is a Base Rate Loan, the Base Rate from time to time in effect and (y) in the case such Term Loan is a LIBOR Rate Loan, the LIBOR Rate applicable to the Loan Period for such Term Loan, and in each case shall otherwise constitute a Committed Loan for all purposes of this Agreement. The Company agrees to repay to the Agent for account of the Banks the unpaid principal amount of the Term Loans on the date 364 days after such then-effective Termination Date in effect at or, if such time into “term loans” in which case date is not a Business Day, the immediately preceding Business Day (and any outstanding Loans Committed Note shall not be due on the Termination Date and shall instead be due and payable on the first anniversary of the Termination Date, with the effect that, notwithstanding anything to the contrary in this Agreement deemed amended accordingly). Once repaid or in any other Loan Document, all references in this Agreement and each other Loan Document to the Termination Date prepaid (other than as set forth contemplated by Section 3.2(d)), Term Loans cannot be reborrowed. Anything in this Section 2.17) shall thereafter be deemed to refer 5.3 to the date that is contrary notwithstanding, any such conversion shall be subject to the first anniversary of the Termination Date; provided conditions precedent that (a) the Borrower shall have delivered an officer’s certificate dated as of the Termination Date certifying (x) that representations and warranties contained in Article IV are true and correct in all material respects on and as of such date (except where any such representation or warranty is otherwise qualified by materiality, in which case such representation or warranty shall be true and correct in all respects and except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date), (bi) no Unmatured Event of Default or Event of Default shall have occurred and be continuing and (c) the Borrower shall have paid to the Agent for the account of the Banks a fee in the amount equal to (x) 0.50% multiplied by (y) the aggregate outstanding principal amount of all Loans so converted. All Loans converted into “term loans” pursuant to this Section 2.17 shall continue to constitute Loans under this Agreement and the other Loan Documents (i) except that the Borrower may not reborrow on such Loans pursuant to Section 2.01 after all or any portion of such Loans shall have been prepaid pursuant to Section 2.10 and no new Loans may be borrowed on or after the then-effective Termination Date and (ii) the Borrower may prepay representations and warranties made by the Company in Section 8 shall be true on and as of such Loans in whole or in part at any time without premium or penalty then-effective Termination Date with the same force and effect as if made on and as of such date. Each notice of conversion delivered by the Company in accordance with this Section 2.105.3 shall constitute a certification by the Company to the effect set forth in the preceding sentence (both as of the date of such notice and, unless the Company, after delivery of such notice, otherwise notifies the Agent prior to such then-effective Termination Date, as of such date). Notwithstanding anything in this Agreement to the contrary, facility fees contemplated by Section 4.4 and utilization fees contemplated by Section 4.5 shall cease to accrue after the effectiveness of the Term-Out Option.

Term-Out Option. (a) The Borrower may, upon by delivering an irrevocable notice to the Administrative Agent not later than the Termination Date, elect (who shall promptly deliver a copy to convert all each of the Loans outstanding on the Termination Date Lenders), not less than five Business Days in effect at such time into “term loans” in which case the outstanding Loans shall not be due on the Termination Date and shall instead be due and payable on the first anniversary advance of the Termination Date, with the effect that, notwithstanding anything to the contrary in this Agreement or in any other Loan Document, all references in this Agreement and each other Loan Document to the Commitment Termination Date (other than or such later date as set forth in this Section 2.17may be agreed by the Administrative Agent), elect (such election, the “Term-Out Option”) shall thereafter be deemed to refer extend the Maturity Date to the date that is the first one-year anniversary of the Commitment Termination DateDate and to convert all Loans outstanding on the Commitment Termination Date into term loans; provided that on the Commitment Termination Date (aA) no Default exists or would result from such extension, (B) the Borrower shall have delivered an officer’s certificate dated as of the Termination Date certifying (x) that representations and warranties contained set forth in Article IV this Agreement and the other Loan Documents are true and correct in all material respects on (and as of such date (except where any such representation or warranty is otherwise in all respects if already qualified by materiality), in which case such representation or warranty shall be true and correct in all respects and except to the extent that any such representations or warranties are limited to a specific date, in which case, such representations and warranties specifically refer to an earlier date, are accurate in which case they are true and correct all material respects as of such earlier specific date), (bC) no Default the Administrative Agent shall have occurred and be continuing and (c) received the Borrower shall have paid Term-Out Fee payable to the Administrative Agent for the account of the Banks a fee in the amount equal to (x) 0.50% multiplied by (y) the aggregate outstanding principal amount of all Loans so converted. All Loans converted into “term loans” pursuant to this Section 2.17 shall continue to constitute Loans under this Agreement and the other Loan Documents (i) except that the Borrower may not reborrow such Loans each Lender pursuant to Section 2.01 after all or any portion of such Loans 2.11(b) and (D) the Administrative Agent shall have been prepaid pursuant received a certificate of the Borrower, dated as of the Commitment Termination Date, signed by a Responsible Officer of the Borrower, certifying as to Section 2.10 the matters specified in clauses (A) and (B) above as of the Commitment Termination Date. Notwithstanding the extension of the Maturity Date as a result of the exercise of the Term-Out Option, all Commitments will terminate on the Commitment Termination Date, and no new Loans may additional Borrowings will be borrowed on or permitted after the Commitment Termination Date and (ii) Date. For the Borrower avoidance of doubt, after the Commitment Termination Date, amounts repaid may prepay such Loans in whole or in part at any time without premium or penalty in accordance with Section 2.10not be reborrowed.

Term-Out Option. The Borrower Company may, upon by notice to the Agent not later less than 10 days prior to the then-effective Termination Date, subject to the conditions set forth below in this Section 5.3, elect to convert all the aggregate outstanding principal amount of the Committed Loans outstanding of each Bank as of such then-effective Termination Date to a term loan of such Bank in said amount (herein collectively called "Term Loans" and individually each called a "Term Loan"). Each Term Loan shall bear interest, from and including such then-effective Termination Date until the payment thereof in full, at a rate per annum equal to (x) in the case such Term Loan is a Base Rate Loan, the Base Rate from time to time in effect and (y) in the case such Term Loan is a LIBOR Rate Loan, the LIBOR Rate applicable to the Loan Period for Credit Agreement such Term Loan, and in each case shall otherwise constitute a Committed Loan for all purposes of this Agreement. The Company agrees to repay to the Agent for account of the Banks the unpaid principal amount of the Term Loans on the date 364 days after such then-effective Termination Date in effect at or, if such time into “term loans” in which case date is not a Business Day, the immediately preceding Business Day (and any outstanding Loans Committed Note shall not be due on the Termination Date and shall instead be due and payable on the first anniversary of the Termination Date, with the effect that, notwithstanding anything to the contrary in this Agreement deemed amended accordingly). Once repaid or in any other Loan Document, all references in this Agreement and each other Loan Document to the Termination Date prepaid (other than as set forth contemplated by Section 3.2(d)), Term Loans cannot be reborrowed. Anything in this Section 2.17) shall thereafter be deemed to refer 5.3 to the date that is contrary notwithstanding, any such conversion shall be subject to the first anniversary of the Termination Date; provided conditions precedent that (a) the Borrower shall have delivered an officer’s certificate dated as of the Termination Date certifying (x) that representations and warranties contained in Article IV are true and correct in all material respects on and as of such date (except where any such representation or warranty is otherwise qualified by materiality, in which case such representation or warranty shall be true and correct in all respects and except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date), (bi) no Unmatured Event of Default or Event of Default shall have occurred and be continuing and (c) the Borrower shall have paid to the Agent for the account of the Banks a fee in the amount equal to (x) 0.50% multiplied by (y) the aggregate outstanding principal amount of all Loans so converted. All Loans converted into “term loans” pursuant to this Section 2.17 shall continue to constitute Loans under this Agreement and the other Loan Documents (i) except that the Borrower may not reborrow on such Loans pursuant to Section 2.01 after all or any portion of such Loans shall have been prepaid pursuant to Section 2.10 and no new Loans may be borrowed on or after the then-effective Termination Date and (ii) the Borrower may prepay representations and warranties made by the Company in Section 8 shall be true on and as of such Loans in whole or in part at any time without premium or penalty then-effective Termination Date with the same force and effect as if made on and as of such date. Each notice of conversion delivered by the Company in accordance with this Section 2.105.3 shall constitute a certification by the Company to the effect set forth in the preceding sentence (both as of the date of such notice and, unless the Company, after delivery of such notice, otherwise notifies the Agent prior to such then-effective Termination Date, as of such date). Notwithstanding anything in this Agreement to the contrary, facility fees contemplated by Section 4.4 and utilization fees contemplated by Section 4.5 shall cease to accrue after the effectiveness of the Term-Out Option.

Term-Out Option. The Provided no Default or Event of Default has occurred and is continuing, the Borrower may, upon prior written notice to the Administrative Agent sent not later less than thirty (30) days and not more than sixty (60) days prior to the Termination Maturity Date, elect to convert all have the entire principal balance of the Revolving Loans then outstanding on converted to non-revolving term loans (the Termination Date in effect at such time into “term loans” in which case the outstanding Loans shall not be due on the Termination Date and shall instead be Term Loans”) due and payable on the first anniversary Term Loan Maturity Date; provided, the Borrower may exercise the Term-Out only once during the term of this Agreement, such exercise shall result in the permanent termination of the Termination DateCommitments, with the effect thatcommitment fee described in Section 2.11(a) in respect of the Commitments shall cease to accrue, notwithstanding anything and the Borrower may prepay, but may not reborrow, the Term Loans. As a condition precedent to the contrary in this Agreement or in any other Loan DocumentTerm-Out, all references in this Agreement and each other Loan Document the Borrower shall deliver to the Termination Date (other than as set forth in this Section 2.17) shall thereafter be deemed to refer to the date that is the first anniversary Administrative Agent a certificate of the Termination Date; provided that Borrower dated the effective date of the Term-Out signed by a Financial Officer, certifying that: (a) the Borrower shall resolutions adopted by the General Partner approving or consenting to the Term-Out are attached thereto and such resolutions are true and correct and have delivered an officer’s certificate dated as of not been altered, amended or repealed and are in full force and effect and (b) before and after giving effect to the Termination Date certifying Term-Out, (xi) that the representations and warranties contained in Article IV III are true and correct in all material respects on and as of such the effective date (except where any such representation or warranty is otherwise qualified by materialityof the Term-Out, in which case such representation or warranty shall be true and correct in all respects and except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are were true and correct in all material respects as of such earlier date)date provided, that the aforementioned materiality qualifier shall not apply to the extent any representations and warranties contain a materiality qualifier within such representation and warranty and (bii) that no Default shall have occurred and be continuing and (c) or Event of Default exists, is continuing, or would result from the Term-Out. The Borrower shall have paid agrees to pay to the Agent Administrative Agent, for the account of each Lender that has issued outstanding Revolving Loans that are the Banks subject of the Term-Out, a one-time Term-Out fee in the amount equal to (x) 0.501.00% multiplied by (y) of the outstanding aggregate outstanding principal amount of all the Revolving Loans so converted, which shall be due and payable on the effective date of the Term-Out. All Loans converted into “term loans” pursuant The Borrower hereby agrees to this Section 2.17 shall continue pay all reasonable and documented out-of-pocket expenses (if any) incurred by any Lender in connection with the exercise of the Term-Out to constitute Loans under this Agreement and the other Loan Documents (i) except that extent such costs are required to be paid by the Borrower may not reborrow such Loans pursuant to Section 2.01 after all or any portion of such Loans shall have been prepaid pursuant to Section 2.10 and no new Loans may be borrowed on or after the Termination Date and (ii) the Borrower may prepay such Loans in whole or in part at any time without premium or penalty in accordance with Section 2.102.20.

Term-Out Option. The Borrower may, upon not less than 10 days’ (and not more than 60 days’) notice to the Agent not later than the Termination DateAdministrative Agent, elect to convert all of the Loans outstanding on the Commitment Termination Date in effect at such time into “term loans” in which case the outstanding Loans shall not be due on the Commitment Termination Date and shall instead be due and payable on the first anniversary of the Commitment Termination Date, with the effect that, notwithstanding anything to the contrary in this Agreement or in any other Loan Document, all references in this Agreement and each other Loan Document to the Commitment Termination Date (other than as set forth in this Section 2.172.2 or Section 2.1) shall thereafter be deemed to refer to the date that is the first anniversary of the Commitment Termination Date; provided that (a) the Borrower shall have delivered an officer’s certificate dated as of on the Commitment Termination Date certifying (x) that the representations and warranties contained in Article IV are this Agreement shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on the Commitment Termination Date (provided that any representation and warranty that is qualified as of such date (except where any such representation to “materiality”, “Material Adverse” or warranty is otherwise qualified by materiality, in which case such representation or warranty similar language shall be true and correct (after giving effect to any qualification therein) in all respects and on the Commitment Termination Date), except those which are expressly specified to the extent that such representations and warranties specifically refer to be made as of an earlier date, in which case they are true and correct as of such earlier date), (b) no Default shall have occurred and be continuing continuing, and (c) the Borrower shall have paid to the Administrative Agent for the account of the Banks Lenders a fee in the amount equal to (xi) 0.500.75% multiplied by (yii) the aggregate outstanding principal amount of all Loans so converted. All Loans converted into “term loans” pursuant to this Section 2.17 2.2 shall continue to constitute Loans under this Agreement and the other Loan Documents (i) except that the Borrower may not reborrow such Loans pursuant to Section 2.01 2.1 after all or any portion of such Loans shall have been prepaid pursuant to Section 2.10 2.7 and no new Loans may be borrowed on or after the Commitment Termination Date and (ii) the Borrower may prepay such Loans in whole or in part at any time without premium or penalty in accordance with Section 2.10Date.

Term-Out Option. The (a) Provided no Default or Event of Default has occurred and is continuing, the Borrower may, upon prior written notice to the Administrative Agent sent not earlier than 60 days prior to, nor later than 10 days prior to, the Termination Stated Maturity Date, elect to convert all have the principal balance of the Loans outstanding on the Termination Stated Maturity Date in effect at such time into “term loans” in which case continued to the outstanding Term Loan Maturity Date as non-revolving Term Loans (the "Term-Out"). As a condition precedent to the Term-Out, the Borrower shall not be due on deliver to the Termination Date and shall instead be due and payable on the first anniversary Administrative Agent a certificate of the Termination DateBorrower dated the effective date of the Term-Out signed by a Responsible Officer of the Borrower (i) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such Term-Out, (ii) certifying that the terms of any outstanding Permitted Preferred Trust Securities and Permitted Subordinated Trust Indebtedness are in compliance with the effect that, notwithstanding anything to the contrary in this Agreement or in any other Loan Document, all references in this Agreement and each other Loan Document to the Termination Date (other than as requirement set forth in this Section 2.17the definitions of "Permitted Preferred Trust Securities" and "Permitted Subordinated Trust Indebtedness" herein contained, (iii) shall thereafter be deemed certifying that the terms of any Permitted Affiliate Subordinated Indebtedness are in compliance with the requirements set forth in the definition of "Permitted Affiliate Subordinated Indebtedness" herein contained, and (iv) certifying that, before and after giving effect to refer to the date that is the first anniversary of the Termination Date; provided that such extension, (aA) the Borrower shall have delivered an officer’s certificate dated as of the Termination Date certifying (x) that representations and warranties contained in Article IV V and the other Loan Documents are true and correct in all material respects on and as of such date (except where any such representation or warranty is otherwise qualified by materialitythe Extension Effective Date, in which case such representation or warranty shall be true and correct in all respects and except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date), and except that for purposes of this Section 2.13, the representations and warranties contained in subsections (a) and (b) of Section 5.13 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) no Default shall have occurred and be continuing and or Event of Default exists. (cb) During the Borrower shall have paid to the Agent for the account period of the Banks a fee in the amount equal to (x) 0.50% multiplied by (y) the aggregate outstanding principal amount of all Loans so converted. All Loans converted into “term loans” pursuant to this Section 2.17 shall continue to constitute Loans under this Agreement and the other Loan Documents (i) except that such Term Loans, the Borrower may repay but not reborrow such the outstanding Term Loans as provided in Section 2.03 hereof, except as may be required from time to time to continue the outstanding principal balance of maturing Loans pursuant to Section 2.01 after all or any portion of such Loans shall have been prepaid pursuant to Section 2.10 and no new Loans may be borrowed on or after the Termination Date and (ii) the Borrower may prepay such Loans in whole or in part at any time without premium or penalty in accordance with Section 2.102.02.

Term-Out Option. The If the Commitment Termination Date is not extended pursuant to Section 2.05(b), the Borrower may, upon by notice to the Administrative Agent not later less than 10 days prior to the Existing Commitment Termination Date, subject to the conditions set forth below in this Section 2.06(b), elect to convert all the aggregate outstanding principal amount of the Advances of each Lender as of such Existing Commitment Termination Date to a term loan of such Lender in said amount (each, a "Term Loan" and collectively, the "Term Loans"). Each Term Loan shall bear interest, from and including such Existing Commitment Termination Date until the payment thereof in full, at the rates provided for in Section 2.07 and shall otherwise constitute an A Advance for all purposes of this Agreement. The Borrower agrees to repay to the Administrative Agent for account of the Lenders the unpaid principal amount of the Term Loans outstanding on the date one year after such Existing Commitment Termination Date or, if such date is not a Business Day, the immediately preceding Business Day (the "Maturity Date") (and any outstanding A Note shall be deemed amended accordingly). Anything in effect at this Section 2.06(b) to the contrary notwithstanding, any such time into “term loans” in which case conversion shall be subject to the outstanding Loans conditions precedent that (i) no Default or Event of Default shall not have occurred and be due continuing on the such Existing Commitment Termination Date and shall instead be due and payable on the first anniversary of the Termination Date, with the effect that, notwithstanding anything to the contrary in this Agreement or in any other Loan Document, all references in this Agreement and each other Loan Document to the Termination Date (other than as set forth in this Section 2.17) shall thereafter be deemed to refer to the date that is the first anniversary of the Termination Date; provided that (aii) the Borrower shall have delivered an officer’s certificate dated as of the Termination Date certifying (x) that representations and warranties contained made by the Borrower in Article IV are Section 4.01 shall be true on and correct in all material respects as of such Existing Commitment Termination Date with the same force and effect as if made on and as of such date (except where it being understood and agreed that any such representation or and warranty which by its terms is otherwise qualified by materiality, in which case such representation or warranty made as of a specified date shall be required to be true and correct in all respects and except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct only as of such earlier specified date), (b) no Default shall have occurred and be continuing and (c) . Each notice of conversion Credit Agreement delivered by the Borrower shall have paid to the Agent for the account of the Banks a fee in the amount equal to (x) 0.50% multiplied by (y) the aggregate outstanding principal amount of all Loans so converted. All Loans converted into “term loans” pursuant to this Section 2.17 shall continue to constitute Loans under this Agreement and the other Loan Documents (i) except that the Borrower may not reborrow such Loans pursuant to Section 2.01 after all or any portion of such Loans shall have been prepaid pursuant to Section 2.10 and no new Loans may be borrowed on or after the Termination Date and (ii) the Borrower may prepay such Loans in whole or in part at any time without premium or penalty in accordance with this Section 2.102.06(b) shall constitute a certification by the Borrower to the effect set forth in the preceding sentence (both as of the date of such notice and, unless the Borrower, after delivery of such notice, otherwise notifies the Administrative Agent prior to such Existing Commitment Termination Date, as of such date).