Common use of Required Payments; Termination Clause in Contracts

Required Payments; Termination. Each Borrower, severally and not jointly with the other Borrower, hereby unconditionally promises to pay (i) to the Agent for the account of each Lender the then unpaid principal amount of each Revolving Loan made by such Lender to such Borrower on the Availability Termination Date for such Borrower, (ii) to the Agent for the account of each Lender the then unpaid principal amount of each Competitive Loan made by such Lender to such Borrower on the last day of the Interest Period applicable to such Loan, which shall not be later than the Maturity Date for such Borrower and (iii) to the Swingline Lender the then unpaid principal amount of each Swingline Loan on the earlier of the Availability Termination Date for such Borrower and the tenth (10th) day after such Swingline Loan is made; provided that on each date that a Revolving Advance is made to a Borrower that has a Swingline Loan outstanding, such Borrower shall repay all Swingline Loans owing by it that are outstanding on the date of such Revolving Advance. Notwithstanding the termination of the Commitments under this Agreement, until all the Obligations of each Borrower (other than contingent indemnity obligations) shall have been fully paid and satisfied and all financing arrangements between each Borrower and the Lenders hereunder and under the other Loan Documents shall have been terminated, all of the rights and remedies with respect to such Borrower and its Obligations under this Agreement and the other Loan Documents shall survive.

Required Payments; Termination. Each Borrower, severally and not jointly with the other BorrowerBorrowers, hereby unconditionally promises to pay (i) to the Agent for the account of each Lender the then unpaid principal amount of each Revolving Loan made by such Lender to such Borrower on the Availability Termination Date for such Borrower, (ii) to the Agent for the account of each Lender the then unpaid principal amount of each Competitive Loan made by such Lender to such Borrower on the last day of the Interest Period applicable to such Loan, which shall not be later than the Maturity Availability Termination Date for such Borrower and (iii) to the Swingline Lender the then unpaid principal amount of each Swingline Loan made to such Borrower on the earlier of the Availability Termination Date for such Borrower and the tenth (10th) day fifth Business Day after such Swingline Loan is made; provided that on each date that a Revolving Advance Loan or Competitive Loan is made to a Borrower that has a Swingline Loan outstandingBorrower, such Borrower shall repay all Swingline Loans owing by it that are outstanding on the date of made to such Revolving AdvanceBorrower and then outstanding. Notwithstanding the termination of the Commitments under this Agreement, until all of the Obligations of each Borrower (other than contingent indemnity obligations) shall have been fully paid and satisfied and all financing arrangements between each Borrower and the Lenders hereunder and under the other Loan Documents shall have been terminated, all of the rights and remedies with respect to such Borrower and its Obligations under this Agreement and the other Loan Documents shall survive.

Required Payments; Termination. Each Borrower, severally and not jointly with the other BorrowerBorrowers, hereby unconditionally promises to pay (i) to the Agent for the account of each Lender the then unpaid principal amount of each Revolving Loan made by such Lender to such Borrower on the Availability Termination Date for such Borrower, and (ii) to the Agent for the account of each Lender the then unpaid principal amount of each Competitive Loan made by such Lender to such Borrower on the last day of the Interest Period applicable to such Loan, which shall not be later than the Maturity Date for such Borrower and (iii) to the Swingline Lender the then unpaid principal amount of each Swingline Loan made to such Borrower on the earlier of the Availability Termination Date for such Borrower and the tenth (10th) day fifth Business Day after such Swingline Loan is made; provided that (a) on each date that a Revolving Advance Loan is made to a Borrower that has a Swingline Loan outstandingBorrower, such Borrower shall repay all Swingline Loans owing made to such Borrower and then outstanding and (b) the Borrowers shall repay Swingline Loans as required by it that are outstanding on the date last sentence of such Revolving AdvanceSection 2.5(a). Notwithstanding the termination of the Commitments under this Agreement, until all of the Obligations of each Borrower (other than contingent indemnity obligations) shall have been fully paid and satisfied and all financing arrangements between each Borrower and the Lenders hereunder and under the other Loan Documents shall have been terminated, all of the rights and remedies with respect to such Borrower and its Obligations under this Agreement and the other Loan Documents shall survive.

Required Payments; Termination. Each Borrower, severally and not jointly with the other Borrower, hereby unconditionally promises to pay (a) If at any time (i) to the Agent for the account of each Lender the then unpaid principal amount of each Revolving Loan made by a Margin Deficiency occurs and such Lender to such Borrower on the Availability Termination Date for such BorrowerMargin Deficiency has not been timely cured in accordance with clause (b) below, (ii) to the Agent for the account of each Lender the then unpaid principal amount of each Competitive Loan made by such Lender to such Borrower on the last day Revolving Exposure together with all other indebtedness of the Interest Period applicable to such Loan, which shall not be later than Borrower exceeds the Maturity Date for such Borrower and Maximum Amount or (iii) the Revolving Exposure exceeds the Revolving Commitment Amount, the Borrower shall immediately make a payment on the Loans in an amount sufficient to eliminate such excess. (b) If a Margin Deficiency occurs, the Swingline Lender the then unpaid principal amount of each Swingline Loan on Borrower shall, (i) unless previously cured, within five Business Days after the earlier of receipt of written notice by the Availability Termination Date for Lender to the Borrower or knowledge by the Borrower of such Margin Deficiency (the “Margin Deficiency Date”), provide the Lender with a plan (a “Prepayment Plan”) setting forth in reasonable detail the actions the Borrower proposes to take to cure such Margin Deficiency within the next 30 days and the tenth (10thii) day after such Swingline Loan is made; provided that on each date that a Revolving Advance is made to a Borrower that has a Swingline Loan outstanding, such Borrower shall repay all Swingline Loans owing by it that are outstanding not later than 3:00 p.m. (New York time) on the date that is 30 days after the Margin Deficiency Date, either prepay outstanding Loans, deposit additional Eligible Collateral into the Custody Account or take other action, or any combination thereof (as identified in the Prepayment Plan); to the extent necessary, after giving effect to such payment, deposit or other action, to cure such Margin Deficiency. (c) For the avoidance of such Revolving Advance. Notwithstanding doubt, in the termination event that, as a result of giving effect to any Dispute Resolution Values prior to the expiration of the Commitments under this Agreementcure period pursuant to clause (b) above, until no Margin Deficiency shall then exist, such Margin Deficiency shall be cured for all the Obligations of each Borrower (other than contingent indemnity obligations) shall have been fully paid and satisfied purposes hereunder. The Revolving Exposure and all financing arrangements between each Borrower and the Lenders hereunder and under the other Loan Documents shall have been terminated, all of the rights and remedies with respect to such Borrower and its unpaid Obligations under this Agreement and the other Loan Documents shall survivebe paid in full by the Borrower on the Facility Termination Date.

Required Payments; Termination. Each Borrower, severally and not jointly with the other BorrowerBorrowers, hereby unconditionally promises to pay (i) to the Agent for the account of each Lender the then unpaid principal amount of each Revolving Loan made by such Lender to such Borrower on the Availability Termination Date for such Borrower, (ii) to the Agent for the account of each Lender the then unpaid principal amount of each Competitive Loan made by such Lender to such Borrower on the last day of the Interest Period applicable to such Loan, which shall not be later than the Maturity Date for such Borrower and (iii) to the Swingline Lender the then unpaid principal amount of each Swingline Loan on the earlier of the Availability Termination Date for such Borrower and the tenth (10th) day after such Swingline Loan is made; provided that on each date that a Revolving Advance is made to a Borrower that has a Swingline Loan outstandingany Borrower, such Borrower shall repay all Swingline Loans owing by it that are outstanding on the date of such Revolving Advance. Notwithstanding the termination of the Commitments under this Agreement, until all the Obligations of each Borrower (other than contingent indemnity obligations) shall have been fully paid and satisfied and all financing arrangements between each Borrower and the Lenders hereunder and under the other Loan Documents shall have been terminated, all of the rights and remedies with respect to such Borrower and its Obligations under this Agreement and the other Loan Documents shall survive.

Required Payments; Termination. Each Borrower, severally and not jointly with the other Borrower, hereby unconditionally promises to pay (i) to the Agent for the account of each Lender the then unpaid principal amount of each Revolving Loan made by such Lender to such Borrower on the Availability Termination Date for such Borrower, (ii) to the Agent for the account of each Lender the then unpaid principal amount of each Competitive Loan made by such Lender to such Borrower on the last day of the Interest Period applicable to such Loan, which shall not be later than the Maturity Date for such Borrower and (iii) to the Swingline Lender the then unpaid principal amount of each Swingline Loan on the earlier of the Availability Termination Date for such Borrower and the tenth (10th) day after such Swingline Loan is made; provided that on each date that a Revolving Advance is made to a Borrower that has a Swingline Loan outstandingany Borrower, such Borrower shall repay all Swingline Loans owing by it that are outstanding on the date of such Revolving Advance. Notwithstanding the termination of the Commitments under this Agreement, until all the Obligations of each Borrower (other than contingent indemnity obligations) shall have been fully paid and satisfied and all financing arrangements between each Borrower and the Lenders hereunder and under the other Loan Documents shall have been terminated, all of the rights and remedies with respect to such Borrower and its Obligations under this Agreement and the other Loan Documents shall survive.

Required Payments; Termination. Each Borrower, severally and not jointly with the other Borrower, hereby unconditionally promises to pay (i) to the Agent for the account of each Lender the then unpaid principal amount of each Revolving Loan made by such Lender to such Borrower on the Availability Termination Date for such Borrower, (ii) to the Agent for the account of each Lender the then unpaid principal amount of each Competitive Loan made by such Lender to such Borrower on the last day of the Interest Period applicable to such Loan, which shall not be later than the Maturity Commitment Termination Date for such Borrower and (iii) to the Swingline Lender the then unpaid principal amount of each Swingline Loan on the earlier of the Availability Termination Date for such Borrower and the tenth (10th) day after such Swingline Loan is made; provided that on each date that a Revolving Advance is made to a Borrower that has a Swingline Loan outstandingany Borrower, such Borrower shall repay all Swingline Loans owing by it that are outstanding on the date of such Revolving Advance. Notwithstanding the termination of the Commitments under this Agreement, until all the Obligations of each Borrower (other than contingent indemnity obligations) shall have been fully paid and satisfied and all financing arrangements between each Borrower and the Lenders hereunder and under the other Loan Documents shall have been terminated, all of the rights and remedies with respect to such Borrower and its Obligations under this Agreement and the other Loan Documents shall survive.

Required Payments; Termination. Each Borrower(a) The Borrower will promptly give notice to the Agent and the Lenders of the occurrence of a Prepayment Event. If, severally within 60 days after the later of the occurrence of a Prepayment Event or the date on which the Agent and not jointly with the other BorrowerLenders have received notice from the Borrower that a Prepayment Event has occurred, hereby unconditionally promises to pay the Agent on behalf of the Required Lenders notifies the Borrower in writing that the Required Lenders desire the prepayment and cancellation of this Agreement (such notice hereinafter a "Cancellation Notice"), then (i) to the Agent for Borrower shall within 60 days after its receipt of such Cancellation Notice prepay in full the account of each Lender the then unpaid entire principal amount of each Revolving Loan made by such Lender to such Borrower amount, if any, outstanding on the Availability Termination Date Notes and all of the other Obligations and provide cash collateral for such Borrowerall outstanding Facility Letters of Credit, and (ii) to the Agent for the account of each Lender the then unpaid principal amount of each Competitive Loan made by such Lender to such Borrower on the last day of the Interest Period applicable to such Loan, which shall not be later than the Maturity Date for such Borrower and (iii) to the Swingline Lender the then unpaid principal amount of each Swingline Loan on the earlier of (1) the Availability Termination Date for date that the Borrower prepays the Notes and all of the other Obligations pursuant to clause (i) of this sentence, or (2) the 60th day after the Borrower receives such Borrower Cancellation Notice, the outstanding balance of the Notes and all other Obligations shall mature and be due and payable in full and the tenth (10th) day after such Swingline Loan is made; provided that on Aggregate Commitment and the Commitment of each date that a Revolving Advance is made Lender shall be automatically and permanently terminated and reduced to a Borrower that has a Swingline Loan outstanding, such Borrower shall repay all Swingline Loans owing by it that are outstanding on zero. As of the date of such Revolving Advance. Notwithstanding Cancellation Notice, the termination Borrower shall no longer be permitted to borrow additional Advances or request additional Facility Letters of the Commitments Credit under this Agreement. (b) Any outstanding Advances, until all the Obligations of each Borrower (other than contingent indemnity obligations) shall have been fully paid and satisfied Unreimbursed Drawings, and all financing arrangements between each other unpaid Obligations shall be paid in full by the Borrower and on the Lenders hereunder and under the other Loan Documents shall have been terminated, all of the rights and remedies with respect to such Borrower and its Obligations under this Agreement and the other Loan Documents shall surviveFacility Termination Date.

Required Payments; Termination. Each Borrower, severally Any outstanding Advances and not jointly with Swing Line Loans and all other unpaid Obligations shall be paid in full by the other Borrower, hereby unconditionally promises Borrower on the Facility Termination Date. If at any time prior to pay the Facility Termination Date the aggregate principal amount of the outstanding Advances and Swing Line Loans plus the Aggregate Outstanding LC Exposure exceeds the lesser of (i) the Aggregate Revolving Commitment, and (ii) the Borrowing Base as calculated pursuant to the Agent for most recent Borrowing Base Certificate delivered by the account of each Lender Borrower hereunder, the then unpaid Borrower agrees to pay at such time a principal amount of such outstanding Advances and/or Swing Line Loans (together with interest thereon and any applicable funding indemnification amounts required by Section 3.4) not less than such excess amount. In addition, not later than the third Business Day following the occurrence, consummation or completion of each Revolving Loan made by Mandatory Prepayment Event, the Borrower shall pay to the Lenders an amount equal to the Net Sale Proceeds received in respect of such Lender to such Borrower on Mandatory Prepayment Event in excess of the Availability Termination Date for such Borrower, $500,000 amount described in clause (ii) of the definition of "Mandatory Prepayment Event" as set forth herein, other than any portion of such Net Sale Proceeds not to exceed ten percent (10%) thereof that is received in a form other than cash or cash equivalents, which amount shall be used to prepay principal amounts outstanding under the Loans. If any portion of such Net Sale Proceeds is received in a form other than cash or cash equivalents, then the Borrower shall promptly pay to the Agent for the account Lenders all cash and cash equivalents subsequently received as payment or satisfaction in respect of each Lender the then unpaid principal amount such portion of each Competitive Loan made by such Lender to such Borrower on the last day Net Sale Proceeds. (c) Section 2.19 ("Facility LCs") of the Interest Period applicable to such Loan, which shall not be later than Credit Agreement is hereby amended by deleting clause (ii) contained in the Maturity Date for such Borrower first sentence of paragraph (a) of Section 2.19 and substituting in lieu thereof the following clause (iii) to the Swingline Lender the then unpaid principal amount of each Swingline Loan on the earlier of the Availability Termination Date for such Borrower and the tenth (10th) day after such Swingline Loan is made; provided that on each date that a Revolving Advance is made to a Borrower that has a Swingline Loan outstanding, such Borrower shall repay all Swingline Loans owing by it that are outstanding on the date of such Revolving Advance. Notwithstanding the termination of the Commitments under this Agreement, until all the Obligations of each Borrower (other than contingent indemnity obligations) shall have been fully paid and satisfied and all financing arrangements between each Borrower and the Lenders hereunder and under the other Loan Documents shall have been terminated, all of the rights and remedies with respect to such Borrower and its Obligations under this Agreement and the other Loan Documents shall survive.ii):

Required Payments; Termination. Each Borrower, severally and not jointly with The Borrower shall make mandatory prepayments in the other Borrower, hereby unconditionally promises to pay amount of one hundred percent (i100%) of the Net Cash Proceeds (up to the Agent for the account of each Lender the then unpaid principal aggregate amount of the Aggregate Outstanding Credit Exposure at such time) received by the Borrower from the incurrence or issuance by the Borrower after the Closing Date of any Indebtedness, other than Excluded Indebtedness, in each Revolving Loan made case within one Business Day after the date such Net Cash Proceeds are received; provided, however, that if the Net Cash Proceeds of any such issuance or incurrence of Indebtedness (other than Excluded Indebtedness) would exceed the Aggregate Outstanding Credit Exposure at such time, then the Aggregate Commitment (if any) shall be reduced by the amount of such Lender excess. In addition the Borrower shall be required to such Borrower repay any and all outstanding Advances and all other unpaid Obligations, in full, on the Availability Facility Termination Date for such Borrower, (ii) to the Agent for the account of each Lender the then unpaid principal amount of each Competitive Loan made by such Lender to such Borrower on the last day of the Interest Period applicable to such Loan, which shall not be later than the Maturity Date for such Borrower and (iii) to the Swingline Lender the then unpaid principal amount of each Swingline Loan on the earlier of the Availability Termination Date for such Borrower and the tenth (10th) day after such Swingline Loan is made; provided that on each date that a Revolving Advance is made to a Borrower that has a Swingline Loan outstanding, such Borrower shall repay all Swingline Loans owing by it that are outstanding on the date of such Revolving AdvanceDate. Notwithstanding the termination of this Agreement on the Commitments under this AgreementFacility Termination Date, until all of the Obligations of each Borrower (other than contingent indemnity obligations) shall have been fully paid and satisfied and all financing arrangements between each among the Borrower and the Lenders hereunder and under the other Loan Documents shall have been terminated, all of the rights and remedies with respect to such Borrower and its Obligations under this Agreement and the other Loan Documents shall survive.