Common use of Term-Out Option Clause in Contracts

Term-Out Option. So long as (I) no Default or Event of Default then exists or would result from such election or conversion, (II) all representations and warranties of each Borrower contained in Article VI or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, are true and correct, in all material respects, on, and as of, the date of such election (other than any representation and warranty that is expressly qualified by materiality, in which case, such representation and warranty shall be true and correct in all respects), except to the extent that such representations and warranties specifically refer to an earlier date, in which case, they shall be true and correct, in all material respects (other than any representation and warranty that is expressly qualified by materiality, in which case, such representation and warranty shall be true and correct in all respects), as of such earlier date (and except that, for purposes of this clause (b), the representations and warranties contained in Section 6.05(a) and Section 6.05(b) shall be deemed to refer to the most recent statements furnished pursuant to Section 7.01(a) and Section 7.01(b), respectively), the Borrowers shall have the option, at any time on or prior to the date that is five (5) Business Days prior to the Revolving Loan Maturity Date, to elect (the date of such election being referred to herein as the “Term Out Exercise Date”) to convert all (but not part) of the Outstanding Amount of all Revolving Loans of each Borrower into a separate term loan (each, a “Term Out Loan”; and collectively, the “Term Out Loans”) of the same Outstanding Amount on such date, by: (i) providing (A) irrevocable written notice of such election to the Administrative Agent, substantially in the form of Exhibit 2.06(b) (or such other form as approved by the Administrative Agent), by not later than 11:00 a.m. on the date that is five (5) Business Days prior to the date of such conversion as specified in such notice (such date of conversion, the “Conversion Effective Date”), and (B) to the Administrative Agent, on the Conversion Effective Date, a certificate, signed by a Responsible Officer of each Borrower, certifying that, on the Conversion Effective Date, each of the conditions set forth in the foregoing clauses (b)(I) and (b)(II) are satisfied; and (ii) repaying or paying, as the case may be, on the Conversion Exercise Date substantially concurrently with the delivery of the certificate referred to in the foregoing clause (b)(i)(B) (A) to the Swingline Lender, the principal amount of each Swing Line Loan outstanding on the Conversion Exercise Date in accordance with the below clause (c)(ii)(B), and (B) to the Administrative Agent, for the account of each Lender in accordance with its Applicable Percentage, the Term Out Fee. In the event that the conversion option described in this clause (b) (referred to herein as the “Term Out Option”) has been exercised in accordance with this clause (b), each Borrower shall repay to the Lenders the aggregate principal amount of the Term Out Loan of such Borrower outstanding on the Term Out Maturity Date. Immediately upon the conversion of the aggregate Outstanding Amount of all Revolving Loans of each Borrower to the Term Out Loan for such Borrower on the Conversion Effective Date, the Aggregate Revolving Commitments shall automatically and irrevocably terminate.

Term-Out Option. So long as (Ia) The Company may, by giving written notice to the Administrative Agent (who shall promptly notify the Lenders) prior to the Revolving Credit Maturity Date then in effect, and subject to clause (b) below, elect (the “Term-Out Election”) to convert, and the Lenders shall have been deemed to so consent, all of the outstanding Loans on the Revolving Credit Maturity Date then in effect (the date of such conversion, the “Term Loan Conversion Date”) into term loans (“Term Loans”), which the Company shall repay in full to the Administrative Agent for the account of the Lenders on the first anniversary of the Term Loan Conversion Date (the “Term Loan Maturity Date”). Amounts repaid or prepaid on the Term Loans may not be reborrowed. (b) The exercise of the Term-Out Election on the Term Loan Conversion Date shall be subject to the following conditions: (i) the Company shall specify the Type of Loan and, if applicable, length of the initial Interest Period; (ii) no Default has occurred and is continuing on the date of notice of the Term-Out Election or Event of Default then exists or would result from such election or conversion, on the Term Loan Conversion Date; (IIiii) all the representations and warranties of each Borrower the Company contained in Article VI or any V and in each other Loan Document, Document or which are contained in any document furnished at any time under or in connection herewith or therewiththerewith (including, without limitation, the representations and warranties included in Sections 5.05(c) and 5.06), are true and correct, in all material respects, on, correct on and as of, of the date of such election (other than any representation and warranty that is expressly qualified by materiality, in which case, such representation and warranty shall be true and correct in all respects)Term Loan Conversion Date, except (x) to the extent that such representations and warranties specifically refer to an earlier date, in which case, case they shall be true and correct, in all material respects (other than any representation and warranty that is expressly qualified by materiality, in which case, such representation and warranty shall be are true and correct in all respects), as of such earlier date date, and (and except that, y) that for purposes of this clause (b)Section 2.19, the representations and warranties contained in Section 6.05(asubsections (a) and (b) of Section 6.05(b) shall 5.05 will be deemed to refer to the most recent statements furnished pursuant to Section 7.01(aclauses (a) and Section 7.01(b(b), respectively), the Borrowers shall have the option, at any time on or prior to the date that is five (5) Business Days prior to the Revolving Loan Maturity Date, to elect (the date of such election being referred to herein as the “Term Out Exercise Date”) to convert all (but not part) of the Outstanding Amount of all Revolving Loans of each Borrower into a separate term loan (each, a “Term Out Loan”Section 6.01; and collectively, the “Term Out Loans”) of the same Outstanding Amount on such date, by: and (i) providing (A) irrevocable written notice of such election to the Administrative Agent, substantially in Agent shall have received the form of Exhibit 2.06(b) (or such other form as approved by the Administrative Agent), by not later than 11:00 a.m. on the date that is five (5) Business Days prior to the date of such conversion as specified in such notice (such date of conversion, the “Conversion Effective Date”), and (B) to the Administrative Agent, on the Conversion Effective Date, a certificate, signed by a Responsible Officer of each Borrower, certifying that, on the Conversion Effective Date, each of the conditions set forth in the foregoing clauses (b)(I) and (b)(II) are satisfied; and (ii) repaying or paying, as the case may be, on the Conversion Exercise Date substantially concurrently with the delivery of the certificate referred to in the foregoing clause (b)(i)(B) (A) to the Swingline Lender, the principal amount of each Swing Line Loan outstanding on the Conversion Exercise Date in accordance with the below clause (c)(ii)(B), and (B) to the Administrative Agent, Term-Out Election Fee for the account of each Lender in accordance with its Applicable Percentage, the Term Out Fee. In the event that the conversion option described in this clause pursuant to Section 2.10(b). (bc) (referred to herein as the “Term Out Option”) has been exercised in accordance with this clause (b), each Borrower The Aggregate Commitments shall repay to the Lenders the aggregate principal amount of the Term Out Loan of such Borrower outstanding be terminated on the Term Out Maturity Loan Conversion Date. Immediately upon the conversion of the aggregate Outstanding Amount of all Revolving Loans of each Borrower to the Term Out Loan for such Borrower on the Conversion Effective Date, the Aggregate Revolving Commitments shall automatically and irrevocably terminate.

Term-Out Option. So long as (Ia) Provided no Default or Event of Default then exists or would result has occurred and is continuing, the Borrower may, upon prior written notice to the Administrative Agent sent not earlier than forty-five (45) days prior to, nor later than fifteen (15) days prior to, the Stated Maturity Date, elect to have the principal balance of the Loans outstanding on the Stated Maturity Date remain outstanding from the Stated Maturity Date to the Term Loan Maturity Date as non-revolving Term Loans (the “Term-Out Option”). As a condition precedent to the Term-Out Option, the Borrower shall deliver to the Administrative Agent a certificate of the Borrower certifying that (i) before and after giving effect to such election or conversionextension, (IIA) all the representations and warranties of each Borrower contained in Article VI or any other Loan Document, or which III are contained in any document furnished at any time under or in connection herewith or therewith, are true and correct, in all material respects, on, and as of, the date of such election (other than any representation and warranty that is expressly qualified by materiality, in which case, such representation and warranty shall be true and correct in all respects)material respects on and as of the effective date of such Term-Out Option, except to the extent that such representations and warranties specifically refer to an earlier date, in which case, case they shall be true and correct, in all material respects (other than any representation and warranty that is expressly qualified by materiality, in which case, such representation and warranty shall be are true and correct in all respects), as of such earlier date (date, and except that, that for purposes of this clause (b)Section 2.18, the representations and warranties contained in Section 6.05(a) and Section 6.05(b) 3.04 shall be deemed to refer to the most recent financial statements furnished pursuant to Section 7.01(a) and Section 7.01(b), respectively), the Borrowers shall have the option, at any time on or prior to the date that is five (5) Business Days prior to the Revolving Loan Maturity Date, to elect (the date of such election being referred to herein as the “Term Out Exercise Date”) to convert all (but not part) of the Outstanding Amount of all Revolving Loans of each Borrower into a separate term loan (each, a “Term Out Loan”; and collectively, the “Term Out Loans”) of the same Outstanding Amount on such date, by: (i) providing (A) irrevocable written notice of such election to the Administrative Agent, substantially in the form of Exhibit 2.06(b) (or such other form as approved by the Administrative Agent), by not later than 11:00 a.m. on the date that is five (5) Business Days prior to the date of such conversion as specified in such notice (such date of conversion, the “Conversion Effective Date”), 5.01 and (B) to the Administrative Agent, on the Conversion Effective Date, a certificate, signed by a Responsible Officer no Default or Event of each Borrower, certifying that, on the Conversion Effective Date, each of the conditions set forth in the foregoing clauses (b)(I) and (b)(II) are satisfied; Default exists and (ii) repaying or paying, as no Material Adverse Effect has occurred since the case may be, on the Conversion Exercise Date substantially concurrently with the delivery date of the certificate referred most recent financial statements furnished pursuant to in the foregoing clause (b)(i)(B) (A) to the Swingline Lender, the principal amount of each Swing Line Loan outstanding on the Conversion Exercise Date in accordance with the below clause (c)(ii)(B), and (B) to the Administrative Agent, for the account of each Lender in accordance with its Applicable Percentage, the Term Out Fee. In the event that the conversion option described in this clause Section 5.01. (b) During the period of such Term Loans, the Borrower may repay in whole or in part but not reborrow the outstanding Term Loans as provided in Section 2.08 (referred but may continue the outstanding principal balance of maturing Loans pursuant to herein as Section 2.02) and the “Term Out Option”) has been exercised in accordance with provisions of this clause (b), each Borrower shall repay Agreement relating to the Lenders the aggregate principal amount of the Term Out Loan of such Borrower outstanding on the Term Out Maturity Date. Immediately upon the conversion of the aggregate Outstanding Amount of all Revolving Loans of each Borrower shall apply mutatis mutandis to the Term Out Loan for such Borrower on the Conversion Effective Date, the Aggregate Revolving Commitments shall automatically and irrevocably terminateLoans.

Term-Out Option. So long as (Ia) no Default Any Borrower may, upon delivery of a Term-Out Notice (a “Term-Out Election”) to the Administrative Agent not earlier than 60 days and not later than 35 days prior to the Facility Termination Date and satisfaction of the conditions specified in Section 2.28(b), elect to have the entire principal amount of the Loans outstanding on the Facility Termination Date converted into non-revolving term loans (collectively, the “Term Loans”), which Term Loans shall be repaid in full ratably to the Lenders on the date that is one year after the Facility Termination Date (the “Extended Maturity Date”). (b) Upon the effectiveness of the Term-Out Election, the Commitments shall be permanently terminated. All Loans converted into Term Loans pursuant to this Section 2.28 shall continue to constitute Loans except that the Borrowers may not reborrow after all or Event any portion of Default then exists or would result from such election or conversion, Loan have been prepaid. The effectiveness of the Term-Out Election is subject to the satisfaction of the following conditions: (IIi) all the representations and warranties of each Borrower contained in Article VI V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, Document are true and correct, in all material respects, on, correct on and as of, of the date of such election (other than any representation extension and warranty that is expressly qualified by materialityafter giving effect thereto, in which case, as though made on and as of such representation and warranty shall be true and correct in all respects)date, except to the extent that any such representations and warranties specifically refer representation or warranty is stated to relate solely to an earlier date, in which case, they shall be true and correct, in all material respects (other than any representation and warranty that is expressly qualified by materiality, in which case, case such representation and or warranty shall be have been true and correct in all respects), on and as of such earlier date, (ii) no Event of Default has occurred and is continuing or would result from the Term-Out Election, (iii) since the date (and except that, for purposes of this clause (b), the representations and warranties contained in financial statements most recently available under Section 6.05(a6.1(a) and Section 6.05(b) shall be deemed to refer to or the date of the most recent statements furnished pursuant to Section 7.01(a) 8-K report filed by the Company with the Securities and Section 7.01(b)Exchange Commission, respectively)no event, the Borrowers circumstance or development shall have the optionoccurred that constitutes, at any time on has had or prior could reasonably be expected to the date that is five constitute or to have a Material Adverse Effect, (5iv) Business Days prior to the Revolving Loan Maturity Date, to elect (the date delivery of such election being referred to herein as the “Term Out Exercise Date”) to convert all (but not part) of the Outstanding Amount of all Revolving Loans of each Borrower into a separate term loan (each, a “Term Out Loan”; and collectively, the “Term Out Loans”) of the same Outstanding Amount on such date, by: (i) providing (A) irrevocable written notice of such election to the Administrative Agent, substantially in the form of Exhibit 2.06(b) (or such other form as approved by the Administrative Agent), by not later than 11:00 a.m. on the date that is five (5) Business Days prior to the date of such conversion as specified in such notice (such date of conversion, the “Conversion Effective Date”), and (B) to the Administrative Agent, on the Conversion Effective Date, a customary certificate, signed by a Responsible an Authorized Officer of each Borrowerthe Company, certifying that, on the Conversion Effective Date, each of stating that the conditions set forth in the foregoing clauses Section 2.28(b)(i), (b)(Ib)(ii) and (b)(IIb)(iii) are satisfied; have been satisfied upon the effectiveness of the Term-Out Election and (iiv) repaying or paying, as the case may be, on the Conversion Exercise Date substantially concurrently with the delivery a one-time fee equal to 0.75% of the certificate referred to in the foregoing clause (b)(i)(B) (A) to the Swingline Lender, the outstanding principal amount of each Swing Line Loan outstanding on the Conversion Exercise Date in accordance with the below clause (c)(ii)(B), and (B) Loans has been paid to the Administrative Agent, Agent for the account of each Lender in accordance with its Applicable Percentage, the whose Loans are being converted to Term Out Fee. In the event that the conversion option described in this clause (b) (referred to herein as the “Term Out Option”) has been exercised in accordance with this clause (b), each Borrower shall repay to the Lenders the aggregate principal amount of the Term Out Loan of such Borrower outstanding on the Term Out Maturity Date. Immediately upon the conversion of the aggregate Outstanding Amount of all Revolving Loans of each Borrower to the Term Out Loan for such Borrower on the Conversion Effective Date, the Aggregate Revolving Commitments shall automatically and irrevocably terminateLoans.

Term-Out Option. So long If the Company delivers a notice to the Agent prior to the Commitment Termination Date (and the Agent shall promptly deliver a copy thereof to each Bank) electing to exercise its term-out option (such election, the “Term-Out Option”) and extend the Termination Date for all or a portion of the Loans outstanding on such date, the Termination Date with respect to such Loans shall automatically and without any consent or other action being required by any Bank or other Person be extended to the first anniversary of the Commitment Termination Date, subject to the satisfaction, on and as of the Commitment Termination Date, of the conditions that (Ia) no Default or Event of Default then exists or would result from such election or conversion, (II) all the Company shall have delivered a certificate to the Agent that the representations and warranties of each Borrower contained in Article VI or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, are true and correct, in all material respects, on, and as of, the date of such election IV (other than any representation those set forth in subsections 4.3 and warranty that is expressly qualified by materiality, in which case, such representation and warranty 4.7) shall be true and correct in all respects), except to the extent that such representations and warranties specifically refer to an earlier date, in which case, they shall be true and correctmaterial respects (or if already qualified by materiality or Material Adverse Effect, in all material respects (other than any representation respects) on and warranty that is expressly qualified by materiality, in which case, such representation and warranty shall be true and correct in all respects), as of such earlier date (as if made on and except that, for purposes as of this clause (b), the representations and warranties contained in Section 6.05(a) and Section 6.05(b) shall be deemed to refer to the most recent statements furnished pursuant to Section 7.01(a) and Section 7.01(b), respectively), the Borrowers shall have the option, at any time on or prior to the date that is five (5) Business Days prior to the Revolving Loan Maturity Date, to elect (the date of such election being referred to herein as the “Term Out Exercise Date”) to convert all (but not part) of the Outstanding Amount of all Revolving Loans of each Borrower into a separate term loan (each, a “Term Out Loan”; and collectively, the “Term Out Loans”) of the same Outstanding Amount on such date, by: (ib) providing (A) irrevocable written notice of such election the Company shall have delivered a certificate to the Administrative Agent, substantially in Agent that no Default or Event of Default shall have occurred and be continuing and (c) the form of Exhibit 2.06(b) (or such other form as approved by the Administrative Agent), by not later than 11:00 a.m. on the date that is five (5) Business Days prior Company shall have paid to the date of such conversion as specified in such notice (such date of conversion, the “Conversion Effective Date”), and (B) to the Administrative Agent, on the Conversion Effective Date, a certificate, signed by a Responsible Officer of each Borrower, certifying that, on the Conversion Effective Date, each of the conditions set forth in the foregoing clauses (b)(I) and (b)(II) are satisfied; and (ii) repaying or paying, as the case may be, on the Conversion Exercise Date substantially concurrently with the delivery of the certificate referred to in the foregoing clause (b)(i)(B) (A) to the Swingline Lender, the principal amount of each Swing Line Loan outstanding on the Conversion Exercise Date in accordance with the below clause (c)(ii)(B), and (B) to the Administrative Agent, for the account of each Lender in accordance with its Applicable PercentageBank, on the Term Out Fee. In the event that the conversion option described in this clause Commitment Termination Date, a term-out premium (b) (referred to herein as the “Term Term-Out OptionPremium”) has been exercised in accordance with this clause (b), each Borrower shall repay equal to the Lenders 1.00% of the aggregate principal amount of the Term Out Loan of such Borrower outstanding on the Term Out Maturity Date. Immediately upon the conversion of the aggregate Outstanding Amount of all Revolving Bank’s Loans of each Borrower that are termed-out pursuant to the Term Out Loan for such Borrower on the Conversion Effective Date, the Aggregate Revolving Commitments shall automatically and irrevocably terminatethis subsection 2.22.

Term-Out Option. So long as (Ia) The Company may, by giving written notice to the Administrative Agent (who shall promptly notify the Lenders) prior to the Revolving Credit Maturity Date then in effect, and subject to clause (b) below, elect (the “Term-Out Election”) to convert, and the Lenders shall have been deemed to so consent, all of the outstanding Loans on the Revolving Credit Maturity Date then in effect (the date of such conversion, the “Term Loan Conversion Date”) into term loans (“Term Loans”), which the Company shall repay in full to the Administrative Agent for the account of the Lenders on the first anniversary of the Term Loan Conversion Date (the “Term Loan Maturity Date”). Amounts repaid or prepaid on the Term Loans may not be reborrowed. (b) The exercise of the Term-Out Election on the Term Loan Conversion Date shall be subject to the following conditions: (i) the Company shall specify the Type of Loan and, if applicable, length of the initial Interest Period; (ii) no Default has occurred and is continuing on the date of notice of the Term-Out Election or Event of Default then exists or would result from such election or conversion, on the Term Loan Conversion Date; (IIiii) all the representations and warranties of each Borrower the Company contained in Article VI or any V and in each other Loan Document, Document or which are contained in any document furnished at any time under or in connection herewith or therewiththerewith (other than the representations and warranties included in Sections 5.05(c) and 5.06), are true and correct, in all material respects, on, correct on and as of, of the date of such election (other than any representation and warranty that is expressly qualified by materiality, in which case, such representation and warranty shall be true and correct in all respects)Term Loan Conversion Date, except (x) to the extent that such representations and warranties specifically refer to an earlier date, in which case, case they shall be true and correct, in all material respects (other than any representation and warranty that is expressly qualified by materiality, in which case, such representation and warranty shall be are true and correct in all respects), as of such earlier date date, and (and except that, y) that for purposes of this clause (b)Section 2.19, the representations and warranties contained in Section 6.05(asubsections (a) and (b) of Section 6.05(b) shall 5.05 will be deemed to refer to the most recent statements furnished pursuant to Section 7.01(aclauses (a) and Section 7.01(b), respectively), the Borrowers shall have the option, at any time on or prior to the date that is five (5) Business Days prior to the Revolving Loan Maturity Date, to elect (the date of such election being referred to herein as the “Term Out Exercise Date”) to convert all (but not part) of the Outstanding Amount of all Revolving Loans of each Borrower into a separate term loan (each, a “Term Out Loan”; and collectively, the “Term Out Loans”) of the same Outstanding Amount on such date, by: (i) providing (A) irrevocable written notice of such election to the Administrative Agent, substantially in the form of Exhibit 2.06(b) (or such other form as approved by the Administrative Agent), by not later than 11:00 a.m. on the date that is five (5) Business Days prior to the date of such conversion as specified in such notice (such date of conversion, the “Conversion Effective Date”), and (B) to the Administrative Agent, on the Conversion Effective Date, a certificate, signed by a Responsible Officer of each Borrower, certifying that, on the Conversion Effective Date, each of the conditions set forth in the foregoing clauses (b)(I) and (b)(II) are satisfied; and (ii) repaying or paying, as the case may be, on the Conversion Exercise Date substantially concurrently with the delivery of the certificate referred to in the foregoing clause (b)(i)(B) (A) to the Swingline Lender, the principal amount of each Swing Line Loan outstanding on the Conversion Exercise Date in accordance with the below clause (c)(ii)(B), and (B) to the Administrative Agent, for the account of each Lender in accordance with its Applicable Percentage, the Term Out Fee. In the event that the conversion option described in this clause (b) (referred to herein as the “Term Out Option”) has been exercised in accordance with this clause (b), each Borrower shall repay to the Lenders the aggregate principal amount respectively, of the Term Out Loan of such Borrower outstanding on the Term Out Maturity Date. Immediately upon the conversion of the aggregate Outstanding Amount of all Revolving Loans of each Borrower to the Term Out Loan for such Borrower on the Conversion Effective Date, the Aggregate Revolving Commitments shall automatically and irrevocably terminate.Section 6.01; and

Term-Out Option. So long Notwithstanding anything to the contrary contained in Section 2.07(a), the Company may, by notice to the Administrative Agent not later than 11:00 a.m., New York City time, three Business Days prior to the Commitment Termination Date, convert all or any portion of the Loans made to the Company and/or any Subsidiary Borrower specified in such notice that are outstanding on the Commitment Termination Date into term loans to the relevant Borrower which shall mature, and be due and payable, on a date specified in such notice which shall not be later than the first anniversary of the Commitment Termination Date (or, if such date is not a Business Day, the immediately preceding Business Day) (such maturity date, the “Term Loan Maturity Date”) (which notice shall also contain such information with respect to such Loans being so converted, including the Type of Loans and, if applicable, the Interest Period, as reasonably required by the Administrative Agent); provided that such conversion is subject to the satisfaction of the following conditions on the Commitment Termination Date: (Ii) no Default or Event of Default then exists or would result from such election or conversion, shall have occurred and be continuing; (IIii) all the representations and warranties of the Company and each Subsidiary Borrower (if any) set forth in this Agreement and the other Loan Documents (excluding those representations and warranties contained in Article VI or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, are true Section 3.05(b) (but only as to clauses (a) and correct, in all material respects, on, (b) of the definition of “Material Adverse Change”) and as of, the date of such election Section 3.07(a) and (other than any representation and warranty that is expressly qualified by materiality, in which case, such representation and warranty c)) shall be true and correct in all respects)material respects (or, except to in the extent that case of any such representations and warranties specifically refer qualified as to an earlier date, in which case, they shall be true and correctmateriality, in all material respects (other than any representation respects) on and warranty that is expressly qualified by materiality, in which case, such representation and warranty shall be true and correct in all respects), as of such earlier date (and except that, for purposes of this clause (b), the representations and warranties contained in Section 6.05(a) and Section 6.05(b) shall be deemed to refer to the most recent statements furnished pursuant to Section 7.01(a) and Section 7.01(b), respectively), the Borrowers shall have the option, at any time on or prior to the date that is five (5) Business Days prior to the Revolving Loan Maturity Date, to elect (the date of such election being referred to herein as the “Term Out Exercise Date”) to convert all (but not part) of the Outstanding Amount of all Revolving Loans of each Borrower into a separate term loan (each, a “Term Out Loan”; and collectively, the “Term Out Loans”) of the same Outstanding Amount on such date, by: (i) providing (A) irrevocable written notice of such election to the Administrative Agent, substantially in the form of Exhibit 2.06(b) (or such other form as approved by the Administrative Agent), by not later than 11:00 a.m. on the date that is five (5) Business Days prior to the date of such conversion (or, if any such representation or warranty is expressly stated to have been made as of a specified in date, as of such notice specified date); (such date iii) the payment by the Company of conversion, the “Conversion Effective Date”term-out fees pursuant to Section 2.09(c), ; and (Biv) to the receipt by the Administrative Agent, on the Conversion Effective Date, Agent of a certificate, signed by certificate of a Responsible Officer of each Borrower, certifying that, on the Conversion Effective Date, each of stating that the conditions set forth specified in the foregoing clauses (b)(Ii), (ii) and (b)(IIiii) are have been satisfied; and (ii) repaying or payingprovided, as further, that, after giving effect to such conversion, the case may beLenders shall have no further obligation to make Loans hereunder. Each Loan so converted shall bear interest, on until the Conversion Exercise Date substantially concurrently with payment in full thereof, at the delivery rates that Loans of the certificate referred same Type bear pursuant to in the foregoing clause (b)(i)(B) (A) to the Swingline Lender, the principal amount of each Swing Line Loan outstanding on the Conversion Exercise Date in accordance with the below clause (c)(ii)(B), this Agreement and (B) to the Administrative Agent, for the account of each Lender in accordance with its Applicable Percentage, the Term Out Fee. In the event that the conversion option described in this clause (b) (referred to herein as the “Term Out Option”) has been exercised in accordance with this clause (b), each Borrower shall repay to the Lenders the aggregate principal amount of the Term Out Loan of such Borrower outstanding on the Term Out Maturity Date. Immediately upon the conversion of the aggregate Outstanding Amount of all Revolving Loans of each Borrower to the Term Out otherwise constitute a Loan for such Borrower on the Conversion Effective Date, the Aggregate Revolving Commitments shall automatically and irrevocably terminateall purposes of this Agreement.

Term-Out Option. So long Notwithstanding anything to the contrary contained in Section 2.07(a), the Company may, by notice to the Administrative Agent not later than 11:00 a.m., New York City time, three Business Days prior to the Commitment Termination Date, convert all or any portion of the Loans made to the Company and/or any Subsidiary Borrower specified in such notice that are outstanding on the Commitment Termination Date into term loans to the relevant Borrower which shall mature, and be due and payable, on a date specified in such notice which shall not be later than the first anniversary of the Commitment Termination Date (or, if such date is not a Business Day, the immediately preceding Business Day) (such maturity date, the “Term Loan Maturity Date”) (which notice shall also contain such information with respect to such Loans being so converted, including the Type of Loans and, if applicable, the Interest Period, as reasonably required by the Administrative Agent); provided that such conversion is subject to the satisfaction of the following conditions on the Commitment Termination Date: (Ii) no Default or Event of Default then exists or would result from such election or conversion, shall have occurred and be continuing; (IIii) all the representations and warranties of the Company and each Subsidiary Borrower (if any) set forth in this Agreement and the other Loan Documents (excluding those representations and warranties contained in Article VI or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, are true Section 3.05(b) (but only as to clauses (a) and correct, in all material respects, on, (b) of the definition of “Material Adverse Change”) and as of, the date of such election Section 3.06(a) and (other than any representation and warranty that is expressly qualified by materiality, in which case, such representation and warranty c)) shall be true and correct in all respects)material respects (or, except to in the extent that case of any such representations and warranties specifically refer qualified as to an earlier date, in which case, they shall be true and correctmateriality, in all material respects (other than any representation respects) on and warranty that is expressly qualified by materiality, in which case, such representation and warranty shall be true and correct in all respects), as of such earlier date (and except that, for purposes of this clause (b), the representations and warranties contained in Section 6.05(a) and Section 6.05(b) shall be deemed to refer to the most recent statements furnished pursuant to Section 7.01(a) and Section 7.01(b), respectively), the Borrowers shall have the option, at any time on or prior to the date that is five (5) Business Days prior to the Revolving Loan Maturity Date, to elect (the date of such election being referred to herein as the “Term Out Exercise Date”) to convert all (but not part) of the Outstanding Amount of all Revolving Loans of each Borrower into a separate term loan (each, a “Term Out Loan”; and collectively, the “Term Out Loans”) of the same Outstanding Amount on such date, by: (i) providing (A) irrevocable written notice of such election to the Administrative Agent, substantially in the form of Exhibit 2.06(b) (or such other form as approved by the Administrative Agent), by not later than 11:00 a.m. on the date that is five (5) Business Days prior to the date of such conversion (or, if any such representation or warranty is expressly stated to have been made as of a specified in date, as of such notice specified date); (such date iii) the payment by the Company of conversion, the “Conversion Effective Date”term-out fees pursuant to Section 2.09(c), ; and (Biv) to the receipt by the Administrative Agent, on the Conversion Effective Date, Agent of a certificate, signed by certificate of a Responsible Officer of each Borrower, certifying that, on the Conversion Effective Date, each of stating that the conditions set forth specified in the foregoing clauses (b)(Ii), (ii) and (b)(IIiii) are have been satisfied; and (ii) repaying or payingprovided, as further, that, after giving effect to such conversion, the case may beLenders shall have no further obligation to make Loans hereunder. Each Loan so converted shall bear interest, on until the Conversion Exercise Date substantially concurrently with payment in full thereof, at the delivery rates that Loans of the certificate referred same Type bear pursuant to in the foregoing clause (b)(i)(B) (A) to the Swingline Lender, the principal amount of each Swing Line Loan outstanding on the Conversion Exercise Date in accordance with the below clause (c)(ii)(B), this Agreement and (B) to the Administrative Agent, for the account of each Lender in accordance with its Applicable Percentage, the Term Out Fee. In the event that the conversion option described in this clause (b) (referred to herein as the “Term Out Option”) has been exercised in accordance with this clause (b), each Borrower shall repay to the Lenders the aggregate principal amount of the Term Out Loan of such Borrower outstanding on the Term Out Maturity Date. Immediately upon the conversion of the aggregate Outstanding Amount of all Revolving Loans of each Borrower to the Term Out otherwise constitute a Loan for such Borrower on the Conversion Effective Date, the Aggregate Revolving Commitments shall automatically and irrevocably terminateall purposes of this Agreement.

Term-Out Option. So long as (I) 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 less than thirty (30) days and not more than sixty (60) days prior to the Maturity Date, elect to have the entire principal balance of the Revolving Loans then exists outstanding converted to non-revolving term loans (the “Term Loans”) due and payable on the 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 Commitments, the commitment fee described in Section 2.11(a) in respect of the Commitments shall cease to accrue, and the Borrower may prepay, but may not reborrow, the Term Loans. As a condition precedent to the Term-Out, the Borrower shall deliver to the Administrative Agent a certificate of the Borrower dated the effective date of the Term-Out signed by a Financial Officer, certifying that: (i) the resolutions adopted by the General Partner approving or would result from consenting to the Term-Out are attached thereto and such election resolutions are true and correct and have not been altered, amended or conversionrepealed and are in full force and effect and (ii) before and after giving effect to the Term-Out, (IIA) all the representations and warranties of each Borrower contained in Article VI or any other Loan Document, or which III are contained in any document furnished at any time under or in connection herewith or therewith, are true and correct, in all material respects, on, and as of, the date of such election (other than any representation and warranty that is expressly qualified by materiality, in which case, such representation and warranty shall be true and correct in all respects)material respects on and as of the effective date of the Term-Out, except to the extent that such representations and warranties specifically refer to an earlier date, in which case, case they shall be true and correct, in all material respects (other than any representation and warranty that is expressly qualified by materiality, in which case, such representation and warranty shall be were true and correct in all respects), material respects as of such earlier date (and except thatprovided, for purposes of this clause (b), that the aforementioned materiality qualifier shall not apply to the extent any representations and warranties contained in Section 6.05(a) contain a materiality qualifier within such representation and Section 6.05(b) shall be deemed to refer to the most recent statements furnished pursuant to Section 7.01(a) and Section 7.01(b), respectively), the Borrowers shall have the option, at any time on or prior to the date that is five (5) Business Days prior to the Revolving Loan Maturity Date, to elect (the date of such election being referred to herein as the “Term Out Exercise Date”) to convert all (but not part) of the Outstanding Amount of all Revolving Loans of each Borrower into a separate term loan (each, a “Term Out Loan”; and collectively, the “Term Out Loans”) of the same Outstanding Amount on such date, by: (i) providing (A) irrevocable written notice of such election to the Administrative Agent, substantially in the form of Exhibit 2.06(b) (or such other form as approved by the Administrative Agent), by not later than 11:00 a.m. on the date that is five (5) Business Days prior to the date of such conversion as specified in such notice (such date of conversion, the “Conversion Effective Date”), warranty and (B) that no Default or Event of Default exists, is continuing, or would result from the Term-Out. The Borrower agrees to the Administrative Agent, on the Conversion Effective Date, a certificate, signed by a Responsible Officer of each Borrower, certifying that, on the Conversion Effective Date, each of the conditions set forth in the foregoing clauses (b)(I) and (b)(II) are satisfied; and (ii) repaying or paying, as the case may be, on the Conversion Exercise Date substantially concurrently with the delivery of the certificate referred to in the foregoing clause (b)(i)(B) (A) to the Swingline Lender, the principal amount of each Swing Line Loan outstanding on the Conversion Exercise Date in accordance with the below clause (c)(ii)(B), and (B) pay to the Administrative Agent, for the account of each Lender in accordance with its Applicable Percentagethat has issued outstanding Revolving Loans that are the subject of the Term-Out, a one-time Term-Out fee equal to 1.00% of the Term Out Fee. In the event that the conversion option described in this clause (b) (referred to herein as the “Term Out Option”) has been exercised in accordance with this clause (b), each Borrower shall repay to the Lenders the outstanding aggregate principal amount of the Term Out Loan of such Borrower outstanding Revolving Loans so converted, which shall be due and payable on the Term Out Maturity Date. Immediately upon the conversion effective date of the aggregate Outstanding Amount Term-Out. The Borrower hereby agrees to pay any and all costs (if any) incurred by any Lender in connection with the exercise of all Revolving Loans of each Borrower the Term-Out to the Term Out Loan for extent such costs are required to be paid by the Borrower on the Conversion Effective Date, the Aggregate Revolving Commitments shall automatically and irrevocably terminatepursuant to Section 2.15.

Term-Out Option. So long as (Ia) Provided no Default has occurred and is continuing, Opco 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 last occurring Scheduled Maturity Date then in effect, elect to have the principal balance of the Loans outstanding on such Scheduled Maturity Date (the “Revolving Termination Date”) continued to the Term Loan Maturity Date as non-revolving Term Loans (the “Term-Out”). As a condition precedent to the Term-Out, no Letters of Credit shall remain outstanding, except to the extent Cash Collateralized pursuant to Section 2.03(g), and Opco shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Revolving Termination Date signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or Event consenting to such Term-Out, and (ii) certifying that as of Default then exists or would result from such election or conversionthe Revolving Termination Date, (IIA) all the representations and warranties of each Borrower made by such Loan Party contained in Article VI or any V and the other Loan Document, or which Documents are contained in any document furnished at any time under or in connection herewith or therewith, are true and correct, in all material respects, on, and as of, the date of such election (other than any representation and warranty that is expressly qualified by materiality, in which case, such representation and warranty shall be true and correct in all respects)material respects on and as of the Revolving Termination Date, except to the extent that such representations and warranties specifically refer to a an earlier date, in which case, case they shall be true and correct, in all material respects (other than any representation and warranty that is expressly qualified by materiality, in which case, such representation and warranty shall be are true and correct in all respects), material respects as of such earlier date (date, and except that, that for purposes of this clause (b)Section 2.16, the representations and warranties contained in Section 6.05(asubsections (a) and (b) of Section 6.05(b) 5.05 shall be deemed to refer to the most recent statements furnished pursuant to Section 7.01(aclauses (a) and Section 7.01(b(b), respectively), the Borrowers shall have the option, at any time on or prior to the date that is five (5) Business Days prior to the Revolving Loan Maturity Date, to elect (the date of such election being referred to herein as the “Term Out Exercise Date”) to convert all (but not part) of the Outstanding Amount of all Revolving Loans of each Borrower into a separate term loan (each, a “Term Out Loan”; and collectively, the “Term Out Loans”) of the same Outstanding Amount on such date, by: (i) providing (A) irrevocable written notice of such election to the Administrative Agent, substantially in the form of Exhibit 2.06(b) (or such other form as approved by the Administrative Agent), by not later than 11:00 a.m. on the date that is five (5) Business Days prior to the date of such conversion as specified in such notice (such date of conversion, the “Conversion Effective Date”)Section 6.01, and (B) to the Administrative Agent, on the Conversion Effective Date, a certificate, signed by a Responsible Officer of each Borrower, certifying that, on the Conversion Effective Date, each of the conditions set forth in the foregoing clauses (b)(I) and (b)(II) are satisfied; and (ii) repaying or paying, as the case may be, on the Conversion Exercise Date substantially concurrently with the delivery of the certificate referred to in the foregoing clause (b)(i)(B) (A) to the Swingline Lender, the principal amount of each Swing Line Loan outstanding on the Conversion Exercise Date in accordance with the below clause (c)(ii)(B), and (B) to the Administrative Agent, for the account of each Lender in accordance with its Applicable Percentage, the Term Out Fee. In the event that the conversion option described in this clause no Default exists. (b) (referred to herein as From and after the “Term Out Option”) has been exercised in accordance with this clause (b), each Borrower shall repay to the Lenders the aggregate principal amount of the Term Out Loan of such Borrower outstanding on the Term Out Maturity Date. Immediately upon the conversion of the aggregate Outstanding Amount of all Revolving Loans of each Borrower to the Term Out Loan for such Borrower on the Conversion Effective Termination Date, the Aggregate Revolving Commitments shall automatically and irrevocably terminateBorrowers may repay, without premium or penalty (subject to payment of amounts due, if any, pursuant to Section 3.05), but not reborrow, the outstanding Term Loans.