UNDER SECTION 8.01(B), SECTION 8.01(G) OR
SECTION 8.01(H), OR AN EVENT OF DEFAULT DURING ANY SUCH DEFERRAL PERIOD, THE
COMPANY SHALL IMMEDIATELY PREPAY THE LOANS IN THE AMOUNT OF ALL NET CASH
PROCEEDS RECEIVED BY THE COMPANY AND OTHER AMOUNTS, AS APPLICABLE, THAT ARE
REQUIRED TO BE APPLIED TO PREPAY LOANS UNDER THIS SECTION 2.04(B) (WITHOUT
GIVING EFFECT TO THE FIRST AND SECOND SENTENCES OF THIS CLAUSE (V)) BUT WHICH
HAVE NOT PREVIOUSLY BEEN SO APPLIED.
(VI)
IF FOR ANY REASON THE TOTAL REVOLVING CREDIT OUTSTANDINGS AT ANY
TIME EXCEED THE REVOLVING CREDIT FACILITY AT SUCH TIME, THE COMPANY SHALL
IMMEDIATELY PREPAY REVOLVING CREDIT LOANS AND L/C BORROWINGS AND/OR CASH
COLLATERALIZE THE L/C OBLIGATIONS (OTHER THAN THE L/C BORROWINGS) IN AN
AGGREGATE AMOUNT EQUAL TO SUCH EXCESS.
(VII)
PREPAYMENTS OF THE REVOLVING CREDIT FACILITY MADE PURSUANT TO THIS
SECTION 2.04(B), FIRST, SHALL BE APPLIED RATABLY TO THE L/C BORROWINGS, SECOND,
SHALL BE APPLIED RATABLY TO THE OUTSTANDING REVOLVING CREDIT LOANS, AND, THIRD,
SHALL BE USED TO CASH COLLATERALIZE THE REMAINING L/C OBLIGATIONS; AND, IN THE
CASE OF PREPAYMENTS OF THE REVOLVING CREDIT FACILITY REQUIRED PURSUANT TO
CLAUSE
(I) OR (II) OF THIS SECTION 2.04(B), THE AMOUNT REMAINING, IF ANY, AFTER
THE PREPAYMENT IN FULL OF ALL L/C BORROWINGS AND REVOLVING CREDIT LOANS
OUTSTANDING AT SUCH TIME AND THE CASH COLLATERALIZATION OF THE REMAINING L/C
OBLIGATIONS IN FULL (THE SUM OF SUCH PREPAYMENT AMOUNTS, CASH COLLATERALIZATION
AMOUNTS AND REMAINING AMOUNT BEING, COLLECTIVELY, THE "REDUCTION AMOUNT") MAY BE
RETAINED BY THE COMPANY FOR USE IN THE ORDINARY COURSE OF ITS BUSINESS.
UPON
THE DRAWING OF ANY LETTER OF CREDIT THAT HAS BEEN CASH COLLATERALIZED, THE FUNDS
HELD AS CASH COLLATERAL SHALL BE APPLIED (WITHOUT ANY FURTHER ACTION BY OR
NOTICE TO OR FROM THE COMPANY OR ANY OTHER LOAN PARTY) TO REIMBURSE THE L/C
ISSUER OR THE REVOLVING CREDIT LENDERS, AS APPLICABLE.
Section 2.05
Termination or Reduction of Commitments.
(a)
Optional.
The Company may, upon notice to the Administrative Agent, terminate the
Revolving Credit Facility or the Letter of Credit Sublimit, or from time to time
permanently reduce the Revolving Credit Facility or the Letter of Credit
Sublimit; provided that (i) any such
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notice shall be received by the Administrative Agent not later than 11:00 a.m.
five 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 and (iii) the Company shall not
terminate or reduce (A) the Revolving Credit Facility if, after giving effect
thereto and to any concurrent prepayments hereunder, the Total Revolving Credit
Outstandings would exceed the Revolving Credit Facility, or (B) the Letter of
Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C
Obligations not fully Cash Collateralized hereunder would exceed the Letter of
Credit Sublimit.
(B)
MANDATORY.
(I)
THE AGGREGATE TERM A-1 COMMITMENTS AND TERM A-2
COMMITMENTS SHALL BE AUTOMATICALLY AND PERMANENTLY REDUCED TO ZERO ON THE DATE
OF THE