PREPAYMENT SHALL BE IN A MINIMUM
PRINCIPAL AMOUNT OF $100,000.
EACH SUCH NOTICE SHALL SPECIFY THE DATE AND
AMOUNT OF SUCH PREPAYMENT.
IF SUCH NOTICE IS GIVEN BY THE LEAD BORROWER, THE
BORROWERS SHALL MAKE SUCH PREPAYMENT AND THE PAYMENT AMOUNT SPECIFIED IN SUCH
NOTICE SHALL BE DUE AND PAYABLE ON THE DATE SPECIFIED THEREIN.
(C)
IF FOR ANY REASON THE TOTAL OUTSTANDINGS AT ANY TIME EXCEED THE
LESSER OF THE AGGREGATE COMMITMENTS OR THE BORROWING BASE, EACH AS THEN IN
EFFECT, THE BORROWERS SHALL IMMEDIATELY PREPAY COMMITTED LOANS, SWING LINE LOANS
AND L/C BORROWINGS AND/OR CASH COLLATERALIZE THE L/C OBLIGATIONS (OTHER THAN L/C
BORROWINGS) IN AN AGGREGATE AMOUNT EQUAL TO SUCH EXCESS; PROVIDED, HOWEVER, THAT
THE BORROWERS SHALL NOT BE REQUIRED TO CASH COLLATERALIZE THE L/C OBLIGATIONS
PURSUANT TO THIS SECTION 2.05(C) UNLESS AFTER THE PREPAYMENT IN FULL OF THE
LOANS THE TOTAL OUTSTANDINGS EXCEED THE LESSER OF THE AGGREGATE COMMITMENTS OR
THE BORROWING BASE, EACH AS THEN IN EFFECT.
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(D)
AFTER THE OCCURRENCE AND DURING THE CONTINUANCE OF A CASH DOMINION
EVENT, THE BORROWERS SHALL PREPAY THE LOANS AND CASH COLLATERALIZE THE L/C
OBLIGATIONS IN ACCORDANCE WITH THE PROVISIONS OF SECTION 6.13 HEREOF.
IN
ADDITION, THE BORROWERS SHALL PREPAY THE LOANS AND CASH COLLATERALIZE THE L/C
OBLIGATIONS IN AN AMOUNT EQUAL TO THE NET PROCEEDS (OTHER THAN, WITH RESPECT
ONLY TO THE NOTE PURCHASERS PRIORITY COLLATERAL, SUCH PORTION OF THE NET
PROCEEDS THAT ARE THEN REQUIRED TO BE PAID TO THE NOTE PURCHASERS UNDER THE NOTE
PURCHASE FACILITY) RECEIVED BY A LOAN PARTY ON ACCOUNT OF A PREPAYMENT EVENT,
IRRESPECTIVE OF WHETHER OR NOT A CASH DOMINION EVENT THEN EXISTS AND IS
CONTINUING.
THE AGENTS SHALL NOT BE OBLIGATED TO RELEASE THEIR LIENS ON ANY
COLLATERAL UNTIL SUCH NET PROCEEDS HAVE BEEN SO RECEIVED (TO THE EXTENT REQUIRED
IN THIS CLAUSE (D)).
THE APPLICATION OF SUCH NET PROCEEDS TO THE LOANS SHALL
NOT REDUCE THE COMMITMENTS.
IF ALL OBLIGATIONS THEN DUE ARE PAID, ANY EXCESS
NET PROCEEDS SHALL BE REMITTED TO THE OPERATING ACCOUNT OF THE BORROWERS
MAINTAINED WITH THE ADMINISTRATIVE AGENT.
(E)
PREPAYMENTS MADE PURSUANT TO THIS SECTION 2.05, FIRST, SHALL BE
APPLIED RATABLY TO THE L/C BORROWINGS AND THE SWING LINE LOANS, SECOND, SHALL BE
APPLIED RATABLY TO THE OUTSTANDING COMMITTED LOANS, THIRD, SHALL BE USED TO CASH
COLLATERALIZE THE REMAINING L/C OBLIGATIONS; AND, FOURTH, THE AMOUNT REMAINING,
IF ANY, AFTER THE PREPAYMENT IN FULL OF ALL L/C BORROWINGS, SWING LINE LOANS AND
COMMITTED LOANS OUTSTANDING AT SUCH TIME AND THE CASH COLLATERALIZATION OF THE
REMAINING L/C OBLIGATIONS IN FULL MAY BE RETAINED BY THE BORROWERS 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 BORROWERS OR ANY
OTHER LOAN PARTY) TO REIMBURSE THE L/C ISSUER OR THE LENDERS, AS APPLICABLE,
AND, TO THE EXTENT NOT SO APPLIED, SHALL THEREAFTER BE