Common use of Payments Under Certain Circumstances Clause in Contracts

Payments Under Certain Circumstances. Notwithstanding anything to the contrary contained herein, upon (i) any payment of principal as the result of a refinancing of the Obligations, or (ii) the acceleration of the Obligations or any portion thereof as a result of or upon the occurrence of an Event of Default (including without limitation, automatic acceleration upon the occurrence of an Event of Default under Section 8.01(f)) (each of clauses (i) through (ii) being referred to herein as a “Prepayment Event”), Borrowers agree that (without notice or demand of any kind from any Lending Party, such notice and demand being hereby expressly waived) Borrowers shall be required to pay and shall pay the sum of: (x) the Outstanding Amount of all Credit Extensions; plus (y) the applicable Make-Whole Amount (if any); plus (z) the applicable Prepayment Premium (if any). In connection with any such payment or prepayment of the Loans, Borrowers acknowledge that such payment or prepayment may result in Lenders incurring additional costs, expenses or liabilities, and that, as of the date hereof, it is difficult to ascertain the full extent of such costs, expenses or liabilities. Accordingly, Borrowers agree that the applicable Make-Whole Amount payable (if any) and Prepayment Premium (if any) in connection with any such Prepayment Event represents a reasonable estimate of the costs, expenses or liabilities of Lenders in connection with any such prepayment. Without affecting any of any Lending Party’s rights and remedies hereunder or in respect hereof, if Borrowers fail to pay the applicable Make-Whole Amount or Prepayment Premium when due, then the amount thereof shall thereafter bear interest until paid in full at the Default Rate. Each Borrower expressly acknowledges that its agreement to pay the Make- Whole Amount and the Prepayment Premium as herein described is a material inducement to the Lenders to provide the Commitment and make the Loans.

Payments Under Certain Circumstances. Notwithstanding anything to the contrary contained herein, upon (i) any payment of principal as the result of a refinancing of the ObligationsObligations or any other reduction in the Maximum Revolver Amount (other than due to the imposition of Reserves), or (ii) the acceleration of the Obligations or any portion thereof as a result of or upon the occurrence of an Event of Default (including without limitation, automatic acceleration upon the occurrence of an Event of Default under Section 8.01(f)) (each of clauses (i) through (ii) being referred to herein as a “"Prepayment Event”"), Borrowers agree that (without notice or demand of any kind from any Lending Party, such notice and demand being hereby expressly waived) Borrowers shall be required to pay and shall pay the sum of: (x) the Outstanding Amount of all Credit Extensions; plus (y) the applicable Make-Whole Amount (if any); plus (z) the applicable Prepayment Premium (if any). In connection with any such payment or prepayment of the Revolving Loans, Borrowers acknowledge that such payment or prepayment may result in Lenders incurring additional costs, expenses or liabilities, and that, as of the date hereof, it is difficult to ascertain the full extent of such costs, expenses or liabilities. Accordingly, Borrowers agree that the applicable Make-Whole Amount payable (if any) and Prepayment Premium (if any) in connection with any such Prepayment Event represents a reasonable estimate of the costs, expenses or liabilities of Lenders in connection with any such prepayment. Without affecting any of any Lending Party’s 's rights and remedies hereunder or in respect hereof, if Borrowers fail to pay the applicable Make-Whole Amount or Prepayment Premium when due, then the amount thereof shall thereafter bear interest until paid in full at the Default Rate. Each Borrower expressly acknowledges that its agreement to pay the Make- Make-Whole Amount and the Prepayment Premium as herein described is a material inducement to the Lenders to provide the Commitment and make the Loans.

Payments Under Certain Circumstances. Notwithstanding anything to the contrary contained herein, upon at any time that an Event of Default exists (iwhether by virtue of the Obligations (other than Unasserted Obligations) any payment of principal not being paid in full on the Maturity Date or as the a result of a refinancing of the Obligations, or (ii) the acceleration of the Obligations or any portion thereof as a result of or upon in accordance with the occurrence of an Event of Default (including without limitation, automatic acceleration upon the occurrence of an Event of Default under Section 8.01(f)) (each of clauses (i) through (ii) being referred to herein as a “Prepayment Event”provisions thereof), Borrowers agree in connection with any payment or prepayment of the Term Loans by Borrower, Borrower agrees that (without notice or demand of any kind from any Lending Party, such notice and demand being hereby expressly waived) Borrowers Borrower shall be required to pay and shall pay the sum of: (xi) the Outstanding Amount of all Credit Extensionsthe Term Loans being paid or prepaid; plus (yii) the applicable Make-Whole Amount (if any)Amount; plus (ziii) interest (at the rate then applicable Prepayment Premium to the Term Loans) on the amounts in the immediately preceding clause (if any)i) through and including the later of the date that is eighteen months after the Effective Date and the date of repayment or prepayment. In connection with any such payment or prepayment of the Term Loans, Borrowers acknowledge Borrower acknowledges that such payment or prepayment may result in Lenders incurring additional costs, expenses or liabilities, and that, as of the date hereof, it is difficult to ascertain the full extent of such costs, expenses or liabilities. Accordingly, Borrowers agree Borrower agrees that the applicable Make-Whole Amount payable (if any) and Prepayment Premium (if any) in connection with any such Prepayment Event payment or prepayment represents a reasonable estimate of the costs, expenses or liabilities of Lenders in connection with any such prepayment. Without affecting any of any Lending Party’s rights and remedies hereunder or in respect hereof, if Borrowers fail Borrower fails to pay the applicable Make-Whole Amount or Prepayment Premium when due, then the amount thereof shall thereafter bear interest until paid in full at the Default Rate. Each Borrower expressly acknowledges that its agreement to pay the Make- Whole Amount and the Prepayment Premium as herein described is a material inducement to the Lenders to provide the Commitment and make the Loans.

Payments Under Certain Circumstances. Notwithstanding anything to the contrary contained herein, upon (i) any payment of principal Payments ("Payments") with respect to the Registrable Securities shall be assessed as provided below if (i) the result of a refinancing of Merger has not been approved by the ObligationsBoard and the Company's shareholders by July 30, 2005 or (ii) all requisite filings to effectuate the acceleration Merger have not been made, and accepted by, each of the Obligations Texas and Delaware Secretary of States by July 30, 2005 (a "Default"). The foregoing will constitute a Default whatever the reason for any such event and whether it is voluntary or any portion thereof involuntary or is beyond the Company's control or pursuant to operation of law or as a result of any action or upon the occurrence of an Event of Default (including without limitation, automatic acceleration upon the occurrence of an Event of Default under Section 8.01(f)) (each of clauses (i) through inaction by any third party. (ii) being referred Payments shall accrue on the Preferred Stock from and including the date on which the Default occurs to herein but excluding the date on which the Default has been cured (or the date on which the New Preferred Stock has been created and certain of the Preferred Stock has been converted into such New Preferred Stock as a “Prepayment Event”provided for below), Borrowers agree that at a rate of $80 per share of Preferred Stock per annum (without notice or demand subject to adjustment for splits, recombinations and similar matters). Other than the obligation of payment of any kind from any Lending PartyPayments in accordance with the terms hereof, the Company will have no other liabilities for monetary damages with respect to a Default, except as set forth below regarding creation of the New Preferred Stock and conversion of certain of the shares of the Preferred Stock into such notice and demand being hereby expressly waived) Borrowers shall be required New Preferred Stock. With respect to each Holder, the Company's obligations to pay Payments remain in effect only so long as the securities held by the Holder are Registrable Securities. (iii) Any amounts of Payments due will be payable in cash monthly at the end of each month until the Default is cured or the New Preferred Stock is created and shall pay certain of such Preferred Stock has been converted into such New Preferred Stock as contemplated below. The amount of Payments will be determined on the sum of: (x) the Outstanding Amount basis of all Credit Extensions; plus (y) the applicable Makea 360-Whole Amount (if any); plus (z) the applicable Prepayment Premium (if any). In connection with any such payment or prepayment day year comprised of the Loans, Borrowers acknowledge that such payment or prepayment may result in Lenders incurring additional costs, expenses or liabilitiestwelve 30-day months, and that, as the actual number of the date hereof, it is difficult to ascertain the full extent of days on which Payments accrued during such costs, expenses or liabilities. Accordingly, Borrowers agree that the applicable Make-Whole Amount payable (if any) and Prepayment Premium (if any) in connection with any such Prepayment Event represents a reasonable estimate of the costs, expenses or liabilities of Lenders in connection with any such prepayment. Without affecting any of any Lending Party’s rights and remedies hereunder or in respect hereof, if Borrowers fail to pay the applicable Make-Whole Amount or Prepayment Premium when due, then the amount thereof shall thereafter bear interest until paid in full at the Default Rate. Each Borrower expressly acknowledges that its agreement to pay the Make- Whole Amount and the Prepayment Premium as herein described is a material inducement to the Lenders to provide the Commitment and make the Loansperiod.

Payments Under Certain Circumstances. Notwithstanding anything to the contrary contained herein, upon at any time that an Event of Default exists (iwhether by virtue of the Obligations (other than Unasserted Obligations) any payment of principal not being paid in full on the Maturity Date or as the a result of a refinancing of the Obligations, or (ii) the acceleration of the Obligations in accordance with the provisions thereof or otherwise) when Borrowers make or are required to make any portion thereof as a result payment or prepayment of or upon the occurrence of an Event of Default (including without limitation, automatic acceleration upon the occurrence of an Event of Default under Section 8.01(f)) (each of clauses (i) through (ii) being referred to herein as a “Prepayment Event”)Loans, Borrowers agree that (without notice or demand of any kind from any Lending Party, such notice and demand being hereby expressly waived) Borrowers shall be required to pay and shall pay the sum of: (xi) the Outstanding Amount of all Credit Extensionsthe Loans being paid or prepaid; plus (y) the applicable Make-Whole Amount (if any); plus (zii) the applicable Prepayment Premium Fee; plus (if any)iii) all accrued and unpaid interest (at the rate then applicable to the Loans) on the amounts in the immediately preceding clause (i) through and including the later of the first anniversary of the Effective Date and the date of prepayment or repayment. In connection with any such payment or prepayment of the Loans, Borrowers acknowledge that such payment or prepayment may result in Lenders incurring additional costs, expenses or liabilities, and that, as of the date hereof, it is difficult to ascertain the full extent of such costs, expenses or liabilities. Accordingly, Borrowers agree that the applicable Make-Whole Amount Prepayment Fee payable (if any) and Prepayment Premium (if any) in connection with any such Prepayment Event payment or prepayment represents a reasonable estimate of the costs, expenses or liabilities of Lenders in connection with any such payment or prepayment. Without affecting any of any Lending Party’s rights and remedies hereunder or in respect hereof, if Borrowers fail to pay the applicable Make-Whole Amount or Prepayment Premium Fee when due, then the amount thereof shall thereafter bear interest until paid in full at the Default Rate. Each Borrower expressly acknowledges that its agreement to pay the Make- Whole Amount and the Prepayment Premium as herein described is a material inducement to the Lenders to provide the Commitment and make the Loans.

Payments Under Certain Circumstances. Notwithstanding anything to the contrary contained herein, upon at any time that an Event of Default exists (iwhether by virtue of the Obligations (other than Unasserted Obligations) any payment of principal not being paid in full on the Maturity Date or as the a result of a refinancing of the Obligations, or (ii) the acceleration of the Obligations in accordance with the provisions thereof or otherwise) when Borrowers make or are required to make any portion thereof as a result payment or prepayment of or upon the occurrence of an Event of Default (including without limitation, automatic acceleration upon the occurrence of an Event of Default under Section 8.01(f)) (each of clauses (i) through (ii) being referred to herein as a “Prepayment Event”)Term Loans, Borrowers agree that (without notice or demand of any kind from any Lending Party, such notice and demand being hereby expressly waived) Borrowers shall be required to pay and shall pay the sum of: (xi) the Outstanding Amount of all Credit Extensionsthe Term Loans being paid or prepaid; plus (y) the applicable Make-Whole Amount (if any); plus (zii) the applicable Prepayment Premium Fee; plus (if any)iii) all accrued and unpaid interest (at the rate then applicable to the Term Loans) on the amounts in the immediately preceding clause (i) through and including the later of the first anniversary of the Effective Date and the date of prepayment or repayment. In connection with any such payment or prepayment of the Term Loans, Borrowers acknowledge that such payment or prepayment may result in Lenders incurring additional costs, expenses or liabilities, and that, as of the date hereof, it is difficult to ascertain the full extent of such costs, expenses or liabilities. Accordingly, Borrowers agree that the applicable Make-Whole Amount Prepayment Fee payable (if any) and Prepayment Premium (if any) in connection with any such Prepayment Event payment or prepayment represents a reasonable estimate of the costs, expenses or liabilities of Lenders in connection with any such payment or prepayment. Without affecting any of any Lending Party’s rights and remedies hereunder or in respect hereof, if Borrowers fail to pay the applicable Make-Whole Amount or Prepayment Premium Fee when due, then the amount thereof shall thereafter bear interest until paid in full at the Default Rate. Each Borrower expressly acknowledges that its agreement to pay the Make- Whole Amount and the Prepayment Premium as herein described is a material inducement to the Lenders to provide the Commitment and make the Loans.