FROM THE PROCEEDS OF REVOLVING LOANS MADE
HEREUNDER, WHETHER MADE FOLLOWING A REQUEST BY THE BORROWERS PURSUANT TO
SECTION 2.03 OR A DEEMED REQUEST AS PROVIDED IN THIS SECTION 2.10 (C).
UPON THE
OCCURRENCE AND DURING THE CONTINUANCE OF ANY EVENT OF DEFAULT, THE BORROWERS
HEREBY IRREVOCABLY AUTHORIZE THE ADMINISTRATIVE AGENT TO CHARGE THE LOAN ACCOUNT
ON THE DUE DATE FOR THE PURPOSE OF PAYING INTEREST, FEES AND REIMBURSING
EXPENSES PURSUANT TO SECTION 9.05(A) AND AGREE THAT ALL SUCH ACCOUNTS CHARGED
SHALL CONSTITUTE REVOLVING LOANS (INCLUDING SWINGLINE LOANS AND AGENT ADVANCES)
AND THAT ALL SUCH REVOLVING LOANS SO MADE SHALL BE DEEMED TO HAVE BEEN REQUESTED
PURSUANT TO SECTION 2.03 (EXCEPT THE BORROWERS SHALL NOT BE DEEMED TO MAKE ANY
REPRESENTATION OR WARRANTY PURSUANT TO SECTION 4.01(B) WITH RESPECT TO SUCH
REVOLVING LOANS).
SECTION 2.11. PREPAYMENT OF LOANS
.
(a)
The Borrowers shall have the right at any time and from time to time to
prepay any Loan in whole or in part, without premium or penalty (but subject to
Section 2.16), in an aggregate principal amount that is an integral multiple of
the Borrowing Multiple and not less than the Borrowing Minimum or, if less, the
amount outstanding, subject to prior notice in accordance with Section 2.10(b).
78
(B)
IN THE EVENT AND ON SUCH OCCASION THAT THE TOTAL
REVOLVING FACILITY CREDIT EXPOSURE EXCEEDS THE BORROWING BASE (INCLUDING ANY
REDUCTION IN THE BORROWING BASE AS A RESULT OF A SALE OR OTHER DISPOSITION
PURSUANT TO ANY PERMITTED RECEIVABLES FINANCING OR ANY PERMITTED SUPPLIER
FINANCE FACILITIES OR A SALE OR OTHER DISPOSITION OF ELIGIBLE INVENTORY OR
ELIGIBLE ACCOUNTS OUTSIDE THE ORDINARY COURSE OF BUSINESS), THE BORROWERS SHALL
PREPAY REVOLVING FACILITY BORROWINGS, SWINGLINE BORROWINGS OR AGENT ADVANCES
(OR, IF NO SUCH BORROWINGS OR AGENT ADVANCES ARE OUTSTANDING, DEPOSIT CASH
COLLATERAL IN AN ACCOUNT WITH THE ADMINISTRATIVE AGENT PURSUANT TO
SECTION 2.05(J)) IN AN AGGREGATE AMOUNT EQUAL TO SUCH EXCESS.
(C)
IN THE EVENT AND ON SUCH OCCASION AS THE REVOLVING L/C-BA
EXPOSURE EXCEEDS (I) THE LETTER OF CREDIT SUBLIMIT OR (II) THE BORROWING BASE,
THE BORROWERS SHALL DEPOSIT CASH COLLATERAL IN AN ACCOUNT WITH THE
ADMINISTRATIVE AGENT PURSUANT TO SECTION 2.05(J) IN AN AMOUNT EQUAL TO SUCH
EXCESS.
SECTION 2.12. FEES
.
(a)
The Borrowers agree to pay to each Lender (other than any Defaulting
Lender), through the Administrative Agent, on the Amendment Effective Date, all
accrued and unpaid fees payable in accordance with the applicable Fee Letter,
this Agreement and the other Loan Documents. All Commitment Fees shall be
computed on the basis of the actual number of days elapsed in a year of 360
days.
For the purpose of calculating any Lender's Commitment Fee, the
outstanding Swingline Loans during the period for which such Lender's Commitment
Fee is calculated shall be deemed to be zero.
(B)
PRIOR TO THE AMENDMENT EFFECTIVE DATE, THE
BORROWERS AGREE TO PAY TO EACH LENDER (OTHER THAN ANY DEFAULTING LENDER),
THROUGH THE ADMINISTRATIVE AGENT ON THE FIFTH BUSINESS DAY OF EACH CALENDAR
QUARTER