UNDER SECTION 8.01(A) OR EVENT OF DEFAULT OR
THE END OF THE REINVESTMENT PERIOD, WHICHEVER IS EARLIER, IN AN AMOUNT EQUAL TO
THE NET CASH PROCEEDS OF SUCH DISPOSITION LESS ANY AMOUNTS REINVESTED DURING THE
REINVESTMENT PERIOD IN ACCORDANCE WITH THE TERMS OF THIS PROVISION AND THE OTHER
TERMS OF THIS AGREEMENT.
TOGETHER WITH ANY PREPAYMENT REQUIRED BY THIS
SECTION 2.04(B)(II), THE BORROWER SHALL DELIVER TO THE ADMINISTRATIVE AGENT A
CERTIFICATE OF THE BORROWER SETTING FORTH THE CALCULATION OF THE NET CASH
PROCEEDS OF SUCH DISPOSITION.
NOTHING IN THIS SECTION 2.04(B)(II) SHALL BE
DEEMED TO PERMIT ANY DISPOSITION NOT OTHERWISE PERMITTED UNDER THIS AGREEMENT.
2.05
TERMINATION OR REDUCTION OF COMMITMENTS.
THE
BORROWER MAY, UPON NOTICE TO THE ADMINISTRATIVE AGENT, TERMINATE THE AGGREGATE
COMMITMENTS, OR FROM TIME TO TIME PERMANENTLY REDUCE THE AGGREGATE COMMITMENTS;
PROVIDED THAT (I) ANY SUCH NOTICE SHALL BE RECEIVED BY THE ADMINISTRATIVE AGENT
NOT LATER THAN 11:00 A.M. THREE BUSINESS DAYS PRIOR TO THE DATE OF TERMINATION
OR REDUCTION, (II) ANY SUCH PARTIAL REDUCTION SHALL BE IN AN AGGREGATE AMOUNT OF
$10,000,000 OR ANY WHOLE MULTIPLE OF $1,000,000 IN EXCESS THEREOF, (III) THE
BORROWER SHALL NOT TERMINATE OR REDUCE THE AGGREGATE COMMITMENTS IF, AFTER
GIVING EFFECT THERETO AND TO ANY CONCURRENT PREPAYMENTS HEREUNDER, THE TOTAL
OUTSTANDINGS WOULD EXCEED THE AGGREGATE
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Commitments, and (iv) if, after giving effect to any reduction of the Aggregate
Commitments, the Letter of Credit Sublimit exceeds the amount of the Aggregate
Commitments, such Sublimit shall be automatically reduced by the amount of such
excess.
The Administrative Agent will promptly notify the Lenders of any such
notice of termination or reduction of the Aggregate Commitments.
Any reduction
of the Aggregate Commitments shall be applied to the Commitment of each Lender
according to its Applicable Percentage.
All fees accrued until the effective
date of any termination of the Aggregate Commitments shall be paid on the
effective date of such termination.
2.06
REPAYMENT OF OBLIGATIONS.
THE BORROWER SHALL:
(A)
REPAYMENT OF LOANS.
REPAY TO THE LENDERS
ON THE MATURITY DATE THE AGGREGATE PRINCIPAL AMOUNT OF COMMITTED LOANS;
(B)
REPAYMENT OF OBLIGATIONS.
REPAY TO THE
LENDERS ON THE MATURITY DATE ALL OTHER OBLIGATIONS OUTSTANDING ON THE MATURITY
DATE, EXCEPT TO THE EXTENT ANY INCREMENTAL FACILITY HAS A LATER MATURITY DATE.
(C)
REPAYMENT OF INCREMENTAL FACILITY AND
OBLIGATIONS.
REPAY TO THE LENDERS THE INCREMENTAL FACILITY AND ALL OUTSTANDING
OBLIGATIONS ON THE LATEST MATURITY DATE OF ANY INCREMENTAL FACILITY.
(D)
REPAYMENT OF L/C BORROWING.
REPAY TO THE
LENDERS WITHIN FIVE DAYS AFTER DEMAND THEREFORE THE FULL AMOUNT OF EACH L/C
BORROWING, UNLESS SUCH L/C BORROWING HAS BEEN CASH COLLATERALIZED IN ACCORDANCE
WITH THE TERMS OF SECTION 2.03(G).
2.07
INTEREST.
(A)
SUBJECT TO THE PROVISIONS OF SUBSECTION (B)
BELOW, (I) EACH EURODOLLAR RATE LOAN SHALL BEAR INTEREST ON THE OUTSTANDING
PRINCIPAL AMOUNT THEREOF FOR EACH INTEREST PERIOD AT A RATE PER ANNUM EQUAL TO
THE EURODOLLAR RATE FOR SUCH INTEREST PERIOD PLUS THE APPLICABLE RATE AND
(II) EACH BASE RATE COMMITTED LOAN SHALL BEAR INTEREST ON THE OUTSTANDING