Common use of Repayment; Termination of Commitment Clause in Contracts

Repayment; Termination of Commitment. (a) Borrower hereby promises to pay to Agent for account of each Lender the entire outstanding principal amount of the Revolving Credit Loan and all other outstanding Obligations (including any Revolving Credit Advances made pursuant to the terms of the Existing Credit Agreement), and the Revolving Credit Loan and all other outstanding Obligations shall mature, on the Commitment Termination Date. (b) Except as permitted by Section 1.1(b), in the event that the outstanding principal amount of the Revolving Credit Loan shall, at any time, exceed the Borrowing Availability, Borrower shall immediately repay the Revolving Credit Loan in the amount of such excess. In the event that, at any time, no Revolving Credit Advances are outstanding and the Letter of Credit Obligations exceed the Borrowing Base then in effect, Borrower shall make arrangements, as provided in paragraph (c) of Annex F, for satisfaction of Letter of Credit Obligations in the amount of such excess. (c) Borrower shall have the right at any time upon ten (10) days’ prior written notice to Agent to voluntarily terminate or permanently reduce (but not terminate) the Aggregate Revolving Credit Commitment without premium or penalty, provided that (i) any such reductions shall be in a minimum amount of $5,000,000 and integral multiples of $250,000, (ii) after giving effect to such reductions, Borrower shall comply with Section 1.2(b), and (iii) the Aggregate Revolving Credit Commitment shall not be reduced to less than $150,000,000. Upon any such reduction or termination, Borrower’s right to receive Revolving Credit Advances, and the benefit of Letter of Credit Obligations and Borrower’s obligation to pay the Non-use Fee shall simultaneously be permanently reduced or terminated, as the case may be, and, notwithstanding anything to the contrary contained herein or in any Loan Document, upon any such termination, the entire outstanding balance of the Revolving Credit Loan and all other Obligations shall be immediately due and payable. On the date of such termination, Borrower shall pay to Agent in immediately available funds all of the Obligations, and any accrued and unpaid interest thereon, and make arrangements, in accordance with paragraph (c) of Annex F, for satisfaction of any outstanding Letter of Credit Obligations.

Repayment; Termination of Commitment. (a) Borrower hereby promises to pay to Agent Agent, for the account of each Lender Lender, the entire outstanding principal amount of the Revolving Credit Loan and unless otherwise payable hereunder, all other outstanding Obligations (including any Revolving Credit Advances made pursuant to the terms of the Existing Credit Agreement), and the Revolving Credit Loan and all other outstanding Obligations shall mature, on the Commitment Termination Date. (b) Except as permitted by Section 1.1(b), in the event that the outstanding principal amount of If the Revolving Credit Loan shall, at any time, exceed exceeds the lesser of (1) the Borrowing AvailabilityBase, and (2) the Maximum Revolving Credit Commitment, Borrower shall immediately repay to Agent the Revolving Credit Loan in the amount of such excess. In ; provided that the event that, at any time, no excess balance shall nevertheless constitute Obligations that are secured by the Collateral and entitled to all the benefits thereof and of the Loan Documents and shall be deemed to be evidenced by the Revolving Credit Advances are outstanding and Notes. (c) Unless Agent otherwise agrees with the Letter consent of Credit Obligations exceed the Borrowing Base then in effectRequired Lenders, Borrower shall make arrangementspayments to Agent on the outstanding principal amount of the Revolving Credit Loan in an amount equal to one hundred percent (100%) of the Net Proceeds of each sale or other disposition of any property of any Loan Party contemporaneously with each such sale or disposition. Such payments shall be applied, without premium or penalty (except as provided in paragraph (c) of Annex FSection 1.6(g)), for satisfaction of Letter of against outstanding amounts under the Revolving Credit Loan, and then to the other Obligations in such manner and order as Agent shall determine (or if all Lenders determine otherwise, as Lenders so determine). The foregoing shall not constitute a consent by Agent or any Lender to any sale or other disposition not otherwise expressly permitted hereunder. For greater certainty, payments made to Agent in accordance with this Section 1.4(c) shall not reduce the amount of such excessRevolving Credit Commitments. (cd) Borrower shall have the right at any time time, upon ten (10) 30 days’ ' prior written notice to Agent Agent, to terminate voluntarily terminate or permanently reduce the Revolving Credit Commitments of all (but not terminateless than all) the Aggregate Revolving Credit Commitment Lenders (in whole but, subject to Section 1.4(e), not in part) without premium or penalty, provided that (i) any such reductions shall be in a minimum amount penalty other than payment to Agent of $5,000,000 and integral multiples the Termination Fee. Upon termination of $250,000, (ii) after giving effect to such reductions, Borrower shall comply with the Revolving Credit Commitments under this Section 1.2(b1.4(d), and (iii) the Aggregate Revolving Credit Commitment shall not be reduced to less than $150,000,000. Upon any such reduction or termination, Borrower’s 's right to receive Revolving Credit Advances, and the benefit of Letter of Credit Obligations Advances shall simultaneously terminate and Borrower’s 's obligation to pay the Non-use NonUse Fee shall simultaneously be permanently reduced or terminatedterminate, as the case may be, and, and notwithstanding anything to the contrary contained herein or in any Loan Document, upon any such terminationRevolving Credit Note, the entire outstanding balance of the Revolving Credit Loan and all other Obligations shall be immediately due and payable. On the date of such termination, Borrower shall pay to Agent in immediately available funds for value on that date all of the Obligations, including the Termination Fee and any accrued and unpaid interest thereoninterest. (e) Borrower shall have the right at any time after the first anniversary of the Closing Date, and make arrangementsupon 30 days prior written notice to the Agent, to reduce the Maximum Revolving Credit Commitment to $10,000,000, without premium or penalty, in accordance with paragraph minimum increments of $5,000,000, provided that no other source of financing is used, directly or indirectly, to make or permit such reduction. Upon any such reduction, each Lender's Revolving Credit Commitment would be reduced proportionately. (cf) of Annex F, for satisfaction If the principal amount of any outstanding Letter BA Rate Loan is reduced by payment, prepayment or otherwise prior to the last day of Credit Obligationsthe Interest Period applicable thereto, then the amounts specified in Section 1.6(g) shall be due and payable.

Repayment; Termination of Commitment. (a) Borrower hereby promises to pay to Agent Agent, for the account of each Lender Lender, the entire outstanding principal amount of the Revolving Credit Loan and all other outstanding Letter of Credit Obligations (including any Revolving Credit Advances made pursuant to the terms of the Existing Credit Agreement), and the Revolving Credit Loan and all other outstanding Obligations shall mature, mature on the Commitment Termination Date. (b) Except as permitted by Section 1.1(b), in the event that If on any day the outstanding principal amount balance of the Revolving Credit Loan shallLoan, when added to the then outstanding Letter of Credit Obligations, shall at any time, time exceed the Borrowing AvailabilityAvailability as reflected on the most recent Borrowing Base Certificate delivered to Agent and Lenders, Borrower shall immediately repay the Revolving Credit Loan in the amount of such excessexcess on such day (or if such day is not a Business Day, on the next succeeding Business Day). In Such excess balance shall nevertheless constitute Obligations that are secured by the event that, at any time, no Collateral and entitled to all of the benefits thereof and of the Loan Documents and shall be evidenced by the Revolving Credit Advances are outstanding and the Letter of Credit Obligations exceed the Borrowing Base then in effect, Borrower shall make arrangements, as provided in paragraph (c) of Annex F, for satisfaction of Letter of Credit Obligations in the amount of such excessNotes. (c) Borrower shall have the right at any time time, upon ten at least forty- five (1045) days’ days prior written notice to Agent Agent, to voluntarily terminate or permanently reduce the Revolving Credit Commitments (in whole but not terminatein part) the Aggregate Revolving Credit Commitment without premium or penalty, provided that (i) any such reductions shall be in a minimum amount of $5,000,000 and integral multiples of $250,000, (ii) after giving effect to such reductions, Borrower shall comply with Section 1.2(b), and (iii) the Aggregate Revolving Credit Commitment shall not be reduced to less penalty other than $150,000,000. Upon any such reduction or termination, Borrower’s right to receive Revolving Credit Advances, and the benefit of Letter of Credit Obligations and Borrower’s obligation to pay the Non-use Fee shall simultaneously be permanently reduced or terminated, as the case may be, and, notwithstanding anything to the contrary contained herein or in any Loan Document, upon any such termination, the entire outstanding balance payment of the Revolving Credit Loan and all other Obligations shall be immediately due and payableTermination Fee, if any. On the date of such termination, Borrower shall pay to Agent in immediately available funds all of the Obligations, including the Termination Fee, if any, and any accrued and unpaid interest thereoninterest, and make arrangements, in accordance with paragraph (c) the terms and conditions of Annex FG, for satisfaction of with respect to any outstanding Letter ------- of Credit Obligations. Upon such termination, Borrower's right to receive Revolving Credit Advances and the benefit of Letter of Credit Obligations shall simultaneously terminate and Borrower's obligation to pay the Non-Use Fee, the Collateral Monitoring Fee and, upon such payment of the Obligations, the Collateral Examination Charge arising after such termination shall terminate, and notwithstanding anything to the contrary contained herein or in any Revolving Credit Note, the entire outstanding balance of the Revolving Credit Loan shall be immediately due and payable.

Repayment; Termination of Commitment. (a) Borrower hereby promises to pay to Agent for account of each Lender the entire outstanding principal amount of the Revolving Credit Loan and all other outstanding Obligations (including any Revolving Credit Advances made pursuant to the terms of the Existing Credit Agreement)Obligations, and the Revolving Credit Loan and all other outstanding Obligations shall maturemature and become immediately due and payable, on the Commitment Termination Date. (b) Except as permitted by Section 1.1(b), in In the event that the outstanding principal amount balance of the Revolving Credit Loan shall, at any time, exceed the Borrowing Availability, Borrower upon obtaining knowledge of such excess shall immediately repay the Revolving Credit Loan in and/or cash collateralize the amount of such excess. In the event that, at any time, no Revolving Credit Advances are outstanding and the Letter of Credit Obligations exceed the Borrowing Base then in effect, Borrower shall make arrangements, as provided in paragraph (c) of Annex F, for satisfaction of Letter of Credit Obligations in the amount of such excess. (c) Borrower may repay the Revolving Credit Loan without reducing the Maximum Revolving Credit Commitment, in whole or in part, at any time, without penalty, subject, however, to Section 1.15(c). (d) Borrower shall have the right at any time upon on ten (10) days’ ' prior written notice to Agent to voluntarily terminate or permanently reduce (but not terminate) the Aggregate Maximum Revolving Credit Commitment (in whole but not in part) without premium or penalty, other than payment of the Termination Fee; provided, however, that the Termination Fee shall not be payable in connection with any such termination occurring on or after the first anniversary of the Closing Date; and, provided, further, that Borrower shall have the right at any time or from time to time after the first anniversary of the Closing Date on ten (10) days' prior written notice to Agent to voluntarily and permanently 10 reduce the Maximum Revolving Credit Commitment, in increments of $5,000,000, to not less than $60,000,000 without premium or penalty other than any losses, costs or expenses payable pursuant to Section 1.15(c), provided that (i) any such reductions shall be in a minimum amount of $5,000,000 and integral multiples of $250,000, (ii) after giving effect to such reductions, Borrower shall comply with Section 1.2(b), and (iii) the Aggregate each Lender's Revolving Credit Commitment shall not be reduced to less than $150,000,000. Upon on a pro rata basis, and any such reduction or terminationof the Revolving Credit Commitments shall be accompanied by a pro rata reduction (based upon such percentage reduction of the Revolving Credit Commitments) of the $60,000,000 amount referred to in clause (i) of the definition of "Borrowing Availability" and clause (ii)(x) of Section 2.2(c). Upon such termination in whole, Borrower’s 's right to receive Revolving Credit Advances, Advances and the benefit of Letter of Credit Obligations shall simultaneously terminate and Borrower’s 's obligation to pay the Non-use Fee shall simultaneously be permanently reduced or terminated, as the case may be, and, notwithstanding anything to the contrary contained herein or in any Loan Document, upon any such termination, the entire outstanding balance of the Revolving Credit Loan and all other Obligations shall be immediately due and payableterminate. On the date of such terminationtermination in whole, Borrower shall pay to Agent in immediately available funds all of the Obligations, and including any accrued and unpaid interest thereonand any losses, costs and expenses payable pursuant to Section 1.15(c) and, if such termination is prior to the first anniversary of the Closing Date, the Termination Fee as described above, and make arrangements, in accordance with paragraph (c) the terms and conditions of Annex F, for satisfaction of with respect to any outstanding Letter of Credit Obligations. (e) If the unpaid principal balance of the Revolving Credit Loan should at any time exceed the Borrowing Availability, the excess balance shall nevertheless constitute Obligations that are secured by the Collateral and entitled to all of the benefits thereof and of the Loan Docu- ments and shall be evidenced by the Revolving Credit Notes. (f) Upon receipt by Borrower of the Net Proceeds of any asset sales other than pursuant to asset sales permitted by Section 6.8(i) or (v), Borrower shall repay the Obligations in accordance with Section 1.10 by the amount of such Net Proceeds; provided, however, that if after repaying all outstanding Index Rate Advances and LIBO Rate Advances whose Interest Period ends on such repayment date there are LIBO Rate Advances then outstanding as to which any such prepayment would occur on a day prior to the last day of the Interest Period or Interest Periods applicable to such LIBO Rate Advances and (i) no Event of Default shall have occurred and be continuing on the date of receipt of such Net Proceeds and (ii) Borrower would be permitted on such date to borrow Advances under Section 2.2 in an aggregate amount at least equal to the amount of such Net Proceeds, Borrower shall be permitted to retain such remaining Net Proceeds until the last day of such Interest Period and shall repay the Revolving Credit Loan on such date by the amount of such Net Proceeds.