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), (II), (III), (IV) OR (V) OF
THIS SECTION 2.05(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 BORROWERS
FOR USE IN THE ORDINARY COURSE OF ITS BUSINESS, AND THE REVOLVING CREDIT
FACILITY SHALL BE AUTOMATICALLY AND PERMANENTLY REDUCED BY THE REDUCTION AMOUNT
AS SET FORTH IN SECTION 2.06(B)(III).
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 ANY BORROWER OR ANY
OTHER LOAN PARTY) TO REIMBURSE THE L/C ISSUER OR THE REVOLVING CREDIT LENDERS,
AS APPLICABLE.
(IX)
THE BORROWERS SHALL, ON THE FIRST BUSINESS DAY OF EACH CLEAN-UP
PERIOD, PREPAY IN FULL ALL REVOLVING CREDIT LOANS AND L/C BORROWINGS OUTSTANDING
ON SUCH DAY.
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 EXCESS
THEREOF AND (III) THE BORROWERS 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)
APPLICATION OF COMMITMENT REDUCTIONS; PAYMENT OF FEES.
THE
ADMINISTRATIVE AGENT WILL PROMPTLY NOTIFY THE LENDERS OF ANY TERMINATION OR
REDUCTION OF THE LETTER OF CREDIT SUBLIMIT OR THE REVOLVING CREDIT COMMITMENT
UNDER THIS SECTION 2.06.
UPON ANY REDUCTION OF THE REVOLVING CREDIT
COMMITMENTS, THE REVOLVING CREDIT COMMITMENT OF EACH REVOLVING CREDIT LENDER
SHALL BE REDUCED BY SUCH LENDER'S APPLICABLE REVOLVING CREDIT PERCENTAGE OF SUCH
REDUCTION AMOUNT.
ALL FEES IN RESPECT OF THE REVOLVING CREDIT FACILITY ACCRUED
UNTIL THE EFFECTIVE DATE OF ANY TERMINATION OF THE REVOLVING CREDIT FACILITY
SHALL BE PAID ON THE EFFECTIVE DATE OF SUCH TERMINATION.
2.07
REPAYMENT OF LOANS.
(A)
TERM LOANS.
THE BORROWERS SHALL REPAY TO
THE TERM LENDERS THE AGGREGATE PRINCIPAL AMOUNT OF ALL TERM LOANS OUTSTANDING ON
THE FOLLOWING DATES IN THE RESPECTIVE AMOUNTS SET FORTH OPPOSITE SUCH DATES
(WHICH AMOUNTS SHALL