THEREAFTER; OR (C) THE PLEDGE WITHIN TEN BUSINESS DAYS OF THE OCCURRENCE OF SUCH
DEFICIENCY OF ADDITIONAL UNENCUMBERED COLLATERAL OF SUFFICIENT VALUE AND
CHARACTER (AS DETERMINED BY THE REQUIRED LENDERS IN THEIR SOLE DISCRETION) THAT
WHEN ADDED TO THE BORROWING BASE SHALL EQUAL THE APPLICABLE EFFECTIVE AMOUNT.
(II)
NOTWITHSTANDING THE FOREGOING PARAGRAPH (I), UPON ANY REDUCTION
TO THE BORROWING BASE PROVIDED FOR IN ANY OF SECTION 8.2(F), IF A DEFICIENCY
SHALL EXIST OR THE COMPANY OR ANY RESTRICTED SUBSIDIARY SHALL HAVE INCURRED ANY
EARLY TERMINATION OR SIMILAR PAYMENT OBLIGATION(S) TO ANY QUALIFYING DERIVATIVE
CONTRACT COUNTERPARTY AS A RESULT OF THE DISPOSITION AND TERMINATION OR
MODIFICATION OF ANY RELATED DERIVATIVE CONTRACT(S), THE COMPANY SHALL
CONTEMPORANEOUSLY WITH SUCH DISPOSITION (X) MAKE, OR CAUSE TO BE MADE, A
PRINCIPAL PREPAYMENT ON THE LOANS IN AN AMOUNT EQUAL TO THE DEFICIENCY AND
(Y) SATISFY IN FULL ALL SUCH OBLIGATION(S) TO ANY AFFECTED QUALIFYING DERIVATIVE
CONTRACT COUNTERPARTY.
(III)
UNLESS THE REQUIRED LENDERS SHALL OTHERWISE AGREE, IF THE COMPANY
OR ANY OF ITS SUBSIDIARIES SHALL RECEIVE NET CASH PROCEEDS FROM ANY DISPOSITION
DESCRIBED IN ANY OF SECTION 8.2(F) OR RECOVERY EVENT (A) DURING THE CONTINUANCE
OF AN EVENT OF DEFAULT, THE COMPANY SHALL CAUSE THE LOANS TO BE PREPAID OR THE
OUTSTANDING LETTERS OF CREDIT CASH COLLATERALIZED (AT 105% OF THEIR RESPECTIVE
FACE AMOUNTS) IN AN AMOUNT EQUAL TO THE ENTIRETY OF SUCH NET CASH PROCEEDS AND
(B) IF NO EVENT OF DEFAULT EXISTS OR IS CONTINUING, AND SUBJECT TO COMPLIANCE
WITH SECTION 2.6(F)(II) AND SECTION 8.9, THE COMPANY SHALL APPLY SUCH PROCEEDS
AS AND TO THE EXTENT REQUIRED BY THE SECOND LIEN TERM LOAN AGREEMENT, OR IN ANY
OTHER MANNER PERMITTED UNDER SECTION 7.13.
THE PROVISIONS OF THIS
SECTION 2.6(F)(III) DO NOT CONSTITUTE A CONSENT TO THE CONSUMMATION OF ANY
DISPOSITION NOT PERMITTED BY ANY OF SECTIONS 8.2(F) OR OTHERWISE REQUIRING THE
PRIOR WRITTEN CONSENT OF THE REQUIRED LENDERS.
2.7
Repayment.
(A)
PRINCIPAL.
THE COMPANY SHALL REPAY TO THE ADMINISTRATIVE AGENT
FOR THE BENEFIT OF THE LENDERS THE OUTSTANDING PRINCIPAL BALANCE OF THE LOANS
(AND THE OUTSTANDING PRINCIPAL OF THE LOANS SHALL BE DUE AND PAYABLE) ON THE
TERMINATION DATE.
(B)
INTEREST.
(I)
EACH LOAN SHALL BEAR INTEREST ON THE PRINCIPAL AMOUNT THEREOF
FROM THE APPLICABLE BORROWING DATE OR DATE OF CONVERSION OR CONTINUATION
PURSUANT TO SECTION 2.3, AS THE CASE MAY BE, AT A RATE PER ANNUM EQUAL TO THE
LESSER OF (A) THE LIBO RATE OR THE ADJUSTED BASE RATE, AS THE CASE MAY BE, PLUS
THE APPLICABLE MARGIN AND (B) THE HIGHEST LAWFUL RATE.
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(II)
INTEREST ON EACH LOAN SHALL BE PAID IN ARREARS ON EACH INTEREST
PAYMENT DATE.
INTEREST SHALL ALSO BE PAID ON THE DATE OF ANY PREPAYMENT OF
LOANS UNDER SECTION 2.5(B) OR 2.6 FOR THE PORTION OF THE LOANS SO PREPAID AND
UPON PAYMENT (INCLUDING PREPAYMENT) IN FULL THEREOF AND, DURING THE EXISTENCE OF
ANY EVENT OF DEFAULT, INTEREST SHALL BE PAID ON DEMAND OF THE ADMINISTRATIVE
AGENT.
(III)
NOTWITHSTANDING PARAGRAPH (I) OF THIS SECTION 2.7(B),