TOGETHER WITH ANY ADDITIONAL AMOUNTS REQUIRED PURSUANT TO
SECTION 3.05.
EACH PREPAYMENT OF THE OUTSTANDING TERM LOAN PURSUANT TO THIS
SECTION 2.05(A)(II) SHALL BE APPLIED TO THE TERM FACILITY AND TO THE PRINCIPAL
REPAYMENT INSTALLMENTS THEREOF IN INVERSE ORDER OF MATURITY, AND EACH SUCH
PREPAYMENT SHALL BE PAID TO THE LENDERS IN ACCORDANCE WITH THEIR RESPECTIVE
APPLICABLE PERCENTAGES IN RESPECT OF THE TERM FACILITY.
NOTWITHSTANDING
ANYTHING TO THE CONTRARY CONTAINED HEREIN, THE BORROWERS SHALL NOT BE PERMITTED
TO PREPAY THE TERM FACILITY PURSUANT TO THIS SECTION 2.05(A)(II) DURING THE
PERIOD FROM THE CLOSING DATE THROUGH THE DATE TEN BUSINESS DAYS THEREAFTER.
43
(B)
REVOLVING CREDIT PREPAYMENTS. IF FOR ANY REASON THE TOTAL
REVOLVING CREDIT OUTSTANDINGS AT ANY TIME EXCEED THE REVOLVING CREDIT FACILITY
AT SUCH TIME, THE BORROWERS SHALL IMMEDIATELY PREPAY REVOLVING CREDIT LOANS AND
L/C BORROWINGS AND/OR CASH COLLATERALIZE THE L/C OBLIGATIONS (OTHER THAN THE L/C
BORROWINGS) AND THE PERMITTED FX FACILITY IN AN AGGREGATE AMOUNT EQUAL TO SUCH
EXCESS.
(C)
APPLICATION OF PREPAYMENTS. PREPAYMENTS OF THE REVOLVING CREDIT
FACILITY MADE PURSUANT TO SECTION 2.05(A)(I) OR SECTION 2.05(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.
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
BORROWERS OR ANY OTHER LOAN PARTY) TO REIMBURSE THE L/C ISSUER OR THE REVOLVING
CREDIT LENDERS, AS APPLICABLE.
(D)
PERMITTED FX FACILITY. IF THE ADMINISTRATIVE AGENT RECEIVES NOTICE
FROM THE APPLICABLE HEDGE BANK THAT THE AGGREGATE FX SWAP VALUE OF THE SECURED
HEDGE AGREEMENTS UNDER THE PERMITTED FX FACILITY AT SUCH TIME EXCEEDS THE FX
FACILITY SUBLIMIT THEN IN EFFECT, THEN THE ADMINISTRATIVE AGENT SHALL PROMPTLY
NOTIFY THE BORROWERS THEREOF AND, WITHIN TWO BUSINESS DAYS AFTER RECEIPT OF SUCH
NOTICE, THE BORROWERS SHALL CASH COLLATERALIZE THE PERMITTED FX FACILITY IN AN
AGGREGATE AMOUNT SUFFICIENT TO REDUCE SUCH OUTSTANDING AMOUNT AS OF SUCH DATE TO
AN AMOUNT NOT TO EXCEED THE FX FACILITY SUBLIMIT THEN IN EFFECT; PROVIDED,
HOWEVER, THAT THE COMPANY SHALL NOT BE REQUIRED TO CASH COLLATERALIZE THE
PERMITTED FX FACILITY PURSUANT TO THIS SECTION 2.05(D) UNLESS AFTER PREPAYMENT
IN FULL OF THE REVOLVING CREDIT LOANS THE TOTAL REVOLVING CREDIT OUTSTANDINGS
WOULD EXCEED THE FX FACILITY SUBLIMIT THEN IN EFFECT.
2.06
Termination or Reduction of Commitments.
(a)
Optional.
The
Borrowers 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 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 $1,000,000 or any whole multiple of $1,000,000 in