PAID
TO MAGNETEK BY ANY GOVERNMENTAL AUTHORITY AND ARE ATTRIBUTABLE TO LOSSES,
DEDUCTIONS, CREDITS, OR PAYMENTS OF, OR BY, ANY LOAN PARTY OR (II) ARE PAID
DIRECTLY TO ANY LOAN PARTY BY ANY GOVERNMENTAL AUTHORITY.
(F)
GENERAL.
WITHOUT IN ANY WAY LIMITING THE
FOREGOING, IMMEDIATELY UPON RECEIPT BY ANY LOAN PARTY OF PROCEEDS OF ANY SALE OF
ANY COLLATERAL, THE BORROWERS SHALL CAUSE SUCH LOAN PARTY TO DELIVER SUCH
PROCEEDS TO THE LENDER, OR DEPOSIT SUCH PROCEEDS IN A DEPOSIT ACCOUNT SUBJECT TO
A DEPOSIT ACCOUNT CONTROL AGREEMENT.
ALL OF SUCH PROCEEDS SHALL BE APPLIED AS
SET FORTH ABOVE OR OTHERWISE AS PROVIDED IN SECTION 2.16.
NOTHING IN THIS
SECTION 2.13 SHALL BE CONSTRUED TO CONSTITUTE THE LENDER'S CONSENT TO ANY
TRANSACTION THAT IS NOT PERMITTED BY OTHER PROVISIONS OF THIS AGREEMENT OR THE
OTHER LOAN DOCUMENTS.
2.14.
TERMINATION OF THE FACILITY.
(A)
WITHOUT LIMITING SECTION 2.2 OR
SECTION 8.1, (A) THE COMMITMENT SHALL EXPIRE ON THE FACILITY TERMINATION DATE
AND (B) THE CREDIT EXPOSURE AND ALL OTHER UNPAID OBLIGATIONS SHALL BE PAID IN
FULL BY THE BORROWERS ON THE FACILITY TERMINATION DATE.
(B)
THE BORROWERS MAY TERMINATE THIS AGREEMENT
UPON AT LEAST 10 BUSINESS DAYS' PRIOR WRITTEN NOTICE THEREOF FROM THE BORROWING
REPRESENTATIVE TO THE LENDER, UPON (I) THE PAYMENT IN FULL OF ALL OUTSTANDING
LOANS, TOGETHER WITH ACCRUED AND UNPAID INTEREST THEREON, (II) THE CANCELLATION
AND RETURN OF ALL OUTSTANDING FACILITY LCS (OR ALTERNATIVELY, WITH
35
RESPECT TO EACH SUCH FACILITY LC, THE FURNISHING TO THE LENDER OF A CASH DEPOSIT
OR SUPPORTING LETTER OF CREDIT AS REQUIRED BY SECTION 2.1.2(I)), (III) THE
PAYMENT IN FULL OF THE EARLY TERMINATION FEE SET FORTH IN THE FOLLOWING SENTENCE
(THE "PREPAYMENT FEE"), (IV) THE PAYMENT IN FULL OF ALL REIMBURSABLE EXPENSES
AND OTHER OBLIGATIONS TOGETHER WITH ACCRUED AND UNPAID INTEREST THEREON, AND
(V) THE PAYMENT IN FULL OF ANY AMOUNT DUE UNDER SECTION 3.4.
SUBJECT TO
SECTION 2.20, IF THIS AGREEMENT IS TERMINATED AT ANY TIME PRIOR TO THE FACILITY
TERMINATION DATE, OTHER THAN BY VIRTUE OF A REFINANCING BY THE LENDER, OR BY A
GROUP OF LENDERS AGENTED BY THE LENDER, WHETHER PURSUANT TO THIS SECTION 2.14 OR
PURSUANT TO SECTION 8.1, THE BORROWERS SHALL PAY TO THE LENDER AN EARLY
TERMINATION FEE DETERMINED IN ACCORDANCE WITH THE FOLLOWING TABLE:
Period during which
early termination occurs
Prepayment Fee
On or prior to the first anniversary of the Closing Date
$
500,000
After the first anniversary of the Closing Date but on or prior to the second
anniversary of the Closing Date
$
300,000
After the second anniversary of the Closing Date but on or prior to the third
anniversary of the Closing Date
$
100,000
2.15.
METHOD OF PAYMENT.
(A)
ALL PAYMENTS OF THE OBLIGATIONS HEREUNDER
SHALL BE MADE, WITHOUT SETOFF, DEDUCTION, OR COUNTERCLAIM, IN IMMEDIATELY
AVAILABLE FUNDS TO THE LENDER AT ITS ADDRESS SPECIFIED PURSUANT TO ARTICLE XI,
OR AT ANY OTHER LENDING INSTALLATION OF THE LENDER SPECIFIED IN WRITING BY THE
LENDER TO THE BORROWER REPRESENTATIVE,