Common use of Early Termination by Borrower Clause in Contracts

Early Termination by Borrower. Borrower has the option, at any time upon five (5) Business Days prior written notice to Agent, to (A) permanently reduce the Revolver Commitment in the minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess thereof and (B) terminate this Agreement in its entirety by paying to Agent, in cash, the Obligations (including (a) either (i) providing cash collateral to be held by Agent for the benefit of those Lenders with a Revolver Commitment in an amount equal to 105% of the then extant Letter of Credit Usage, or (ii) causing the original Letters of Credit to be returned to the Issuing Lender, and (b) providing cash collateral (in an amount determined by Agent as sufficient to satisfy the reasonably estimated credit exposure) to be held by Agent with respect to the Obligations specified in clause (b) of the definition of Obligations), in full; provided, however, upon reduction or termination pursuant to this Section 3.5, the Borrower shall pay to the Agent on behalf of the lenders an early termination fee (the “Early Termination Fee”) in an amount equal to the sum of the amount of the Revolver Commitment so reduced or terminated plus the principal amount of Equipment Loans then outstanding and so prepaid times (x) 1.00% if such termination or reduction occurs on or prior to February 20, 2010, (y) 0.50% if such termination or reduction occurs after February 20, 2010 but on or prior to February 20, 2011, and (z) nothing, if the reduction of termination occurs after February 20, 2011. If Borrower has sent a notice of termination pursuant to the provisions of this Section, then the Commitments shall terminate and Borrower shall be obligated to repay the Obligations (including either (i) providing cash collateral to be held by Agent for the benefit of those Lenders with a Revolver Commitment in an amount equal to 105% of the then extant Letter of Credit Usage, or (ii) causing the original Letters of Credit to be returned to the Issuing Lender, and (b) providing cash collateral (in an amount determined by Agent with respect to the Obligations specified in clause (b) of the definition of Obligations), in full, on the date set forth as the date of termination of this Agreement in such notice.

Early Termination by Borrower. (A) Borrower has may prepay the option, Loans at any time upon five during the term of this Agreement, in whole or in part, without premium, penalty or liquidated damages. However, if Borrower chooses to terminate the Revolving Credit Commitment, the Equipment Commitment and this Agreement (5which all must terminate simultaneously) Business Days in its entirety, Borrower shall give Lender at least ninety (90) days prior written notice to Agentthereof if such termination occurs during the first twelve-month period of the Original Term, to and at least six (A6) permanently reduce months prior written notice thereof if such termination occurs during any other time, and, on the Revolver Commitment designated termination date, all of the Obligations shall become due and payable, in the minimum amount of $5,000,000 immediately available funds, and integral multiples of $1,000,000 in excess thereof and all Credit Enhancements issued by Lender or Bank shall have expired or otherwise been terminated. (B) terminate At the effective date of any termination by Borrower under SECTION 3.4(A) of the entire Revolving Credit Commitment, the Equipment Commitment and this Agreement, Borrower shall pay to Lender (in addition to the then outstanding principal, accrued interest and other charges owing under the terms of this Agreement in its entirety by paying to Agentand any of the other Loan Documents, in cash, the Obligations (including (a) either (i) providing cash collateral to be held by Agent as liquidated damages for the benefit loss of those Lenders with the bargain and not as a Revolver Commitment in penalty, an amount equal to 1051.50% of the then extant Letter of Credit Usage, or (ii) causing the original Letters of Credit to be returned to the Issuing Lender, and (b) providing cash collateral (in an amount determined by Agent as sufficient to satisfy the reasonably estimated credit exposure) to be held by Agent with respect to the Obligations specified in clause (b) of the definition of Obligations), in full; provided, however, upon reduction or termination pursuant to this Section 3.5, the Borrower shall pay to the Agent on behalf of the lenders an early termination fee (the “Early Termination Fee”) in an amount equal to the sum of the amount of the Revolver Commitment so reduced or terminated plus the principal amount of Equipment Loans then outstanding and so prepaid times (x) 1.00% Amount if such termination or reduction occurs on or prior to February 20during the first twelve-month period of the Original Term (May 23, 20101995 through May 22, (y) 0.50% if such termination or reduction occurs after February 20, 2010 but on or prior to February 20, 2011, and (z) nothing, if the reduction of 1996). If termination occurs after February 20at any other time during the Original Term, 2011. If during any Renewal Term, or within one hundred-eighty (180) days from the date Lender submits a certificate to Borrower has sent certifying a notice reduction in Lender's rate of termination return pursuant to the provisions of this SectionSECTION 3.1(G), then the Commitments shall terminate and Borrower no liquidated damages shall be obligated to repay the Obligations (including either (i) providing cash collateral to be held by Agent for the benefit of those Lenders with a Revolver Commitment in an amount equal to 105% of the then extant Letter of Credit Usage, or (ii) causing the original Letters of Credit to be returned to the Issuing Lender, and (b) providing cash collateral (in an amount determined by Agent with respect to the Obligations specified in clause (b) of the definition of Obligations), in full, on the date set forth as the date of termination of this Agreement in such noticepayable.

Early Termination by Borrower. Borrower has Borrowers have the option, at any time upon five sixty (560) Business Days prior days written notice by Borrowers to Agent, to (A) permanently reduce the Revolver Commitment in the minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess thereof and (B) terminate this Agreement in its entirety by paying to the Agent, for the benefit of the Lender Group, in cash, the Obligations (including (a) either (i) providing cash collateral to be held by Agent for the benefit of those the Lenders with a Revolver Commitment in an amount equal to 105% of the then extant Letter of Credit Usage, or (ii) causing the original Letters of Credit to be returned to the Issuing Lender, and (b) providing cash collateral (in an amount determined by Agent as sufficient to satisfy the reasonably estimated credit exposure) to be held by Agent for the benefit of ▇▇▇▇▇ Fargo or its Affiliates with respect to the Obligations specified in clause (b) of the definition of then extant Bank Products Obligations), in full; provided, however, together with the Applicable Prepayment Premium (to be allocated based upon reduction or termination pursuant to this Section 3.5, the Borrower shall pay to the letter agreements between Agent on behalf of the lenders an early termination fee (the “Early Termination Fee”) in an amount equal to the sum of the amount of the Revolver Commitment so reduced or terminated plus the principal amount of Equipment Loans then outstanding and so prepaid times (x) 1.00% if such termination or reduction occurs on or prior to February 20, 2010, (y) 0.50% if such termination or reduction occurs after February 20, 2010 but on or prior to February 20, 2011, and (z) nothing, if the reduction of termination occurs after February 20, 2011individual Lenders). If Borrower has Borrowers have sent a notice of termination pursuant to the provisions of this Section, then the Commitments shall terminate and Borrower Borrowers shall be obligated to repay the Obligations (including (a) either (i) providing cash collateral to be held by Agent for the benefit of those the Lenders with a Revolver Commitment in an amount equal to 105to105% of the then extant Letter of Credit Usage, or (ii) causing the original Letters of Credit to be returned to the Issuing Lender, and (b) providing cash collateral (in an amount determined to be held by Agent for the benefit of ▇▇▇▇▇ Fargo or its Affiliates with respect to the Obligations specified in clause (b) of the definition of then extant Bank Products Obligations), in full, together with the Applicable Prepayment Premium, on the date set forth as the date of termination of this Agreement in such notice. In the event of the termination of this Agreement and repayment of the Obligations at any time prior to the Maturity Date as a result of a Change in Control, then Borrowers shall be required to pay only fifty percent (50%) of the Applicable Prepayment Premium otherwise due hereunder. Provided further that in the event of the termination of this Agreement and repayment of the Obligations at any time prior to the Maturity Date, for any other reason, including (a) termination upon the election of the Required Lenders to terminate after the occurrence of an Event of Default, (b) foreclosure and sale of Collateral, (c) sale of the Collateral in any Insolvency Proceeding, or (iv) restructure, reorganization, or compromise of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructure, or arrangement in any Insolvency Proceeding, then, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to the Lender Group or profits lost by the Lender Group as a result of such early termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of the Lender Group, Borrowers shall pay the Applicable Prepayment Premium to Agent (to be allocated based upon letter agreements between Agent and individual Lenders), measured as of the date of such termination.

Early Termination by Borrower. Borrower has may prepay the option, Loans at any time upon five during the term of this Agreement, in whole or in part, without premium, penalty or liquidated damages. However, if Borrower chooses to terminate the Revolving Credit Commitment, the Equipment Commitment and this Agreement (5all of which Borrower must terminate simultaneously) Business Days in their entirety, Borrower shall give Lender at least three (3) months prior written notice to Agentthereof, to (A) permanently reduce and, on the Revolver designated termination date, all of the Obligations shall become due and payable, in immediately available funds, and all Credit Enhancements issued by Lender or Bank shall have expired or otherwise been terminated; PROVIDED, HOWEVER, that, notwithstanding the foregoing, if Borrower terminates the Revolving Credit Commitment, the Equipment Commitment in the minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess thereof and (B) terminate this Agreement (all of which Borrower must terminate simultaneously) in its their entirety by paying without giving Lender at least three (3) months prior written notice thereof, Borrower shall pay Lender (in addition to Agentthe then outstanding principal, in cashaccrued interest and other charges owing under the terms of this Agreement and any of the other Loan Documents), the Obligations (including (a) either (i) providing cash collateral to be held by Agent as liquidated damages for the benefit loss of those Lenders with the bargain and not as a Revolver Commitment in penalty, an amount equal to 105% one-half of the then extant Letter of Credit Usage, or one percent (ii) causing the original Letters of Credit to be returned to the Issuing Lender, and (b) providing cash collateral (in an amount determined by Agent as sufficient to satisfy the reasonably estimated credit exposure) to be held by Agent with respect to the Obligations specified in clause (b.50%) of the definition Average Monthly Loan Balance." 2.16 AMENDMENT TO COVENANT REGARDING LIEN ON OIL AND GAS PROPERTIES. The fourth sentence of Obligations)SECTION 4.3 of the Loan Agreement, which pertains to liens on oil and gas Properties, is hereby deleted in full; providedits entirety and replaced with the following: "Borrower further agrees that upon the request of Lender and after the occurrence of an Event of Default, however, upon reduction or termination pursuant to this Section 3.5, the Borrower shall pay promptly execute and deliver to Lender a Negative Pledge Agreement covering Borrower's interest in the Agent on behalf of the lenders an early termination fee (the “Early Termination Fee”) in an amount equal to the sum of the amount of the Revolver Commitment so reduced or terminated plus the principal amount of Equipment Loans then outstanding Offshore Platforms and so prepaid times (x) 1.00% if such termination or reduction occurs on or prior to February 20, 2010, (y) 0.50% if such termination or reduction occurs after February 20, 2010 but on or prior to February 20, 2011, other oil and (z) nothing, if the reduction of termination occurs after February 20, 2011. If Borrower has sent a notice of termination pursuant to the provisions of this Section, then the Commitments shall terminate and Borrower shall be obligated to repay the Obligations (including either (i) providing cash collateral to be held by Agent for the benefit of those Lenders with a Revolver Commitment in an amount equal to 105% of the then extant Letter of Credit Usage, or (ii) causing the original Letters of Credit to be returned to the Issuing Lender, and (b) providing cash collateral (in an amount determined by Agent with respect to the Obligations specified in clause (b) of the definition of Obligations), in full, on the date set forth as the date of termination of this Agreement in such noticegas Properties."

Early Termination by Borrower. Borrower has the option, at any time upon five (5) Business Days prior written notice to Agent, to (A) permanently reduce the Revolver Commitment in the minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess thereof and (B) terminate this Agreement in its entirety by paying to Agent, for the benefit of the Lenders, in cash, the Obligations (including (a) either (i) providing cash collateral to be held by Agent for the benefit of those Lenders with a Revolver Commitment in an amount equal to 105% of the then extant Letter of Credit Usage, (ii) providing a backstop letter of credit reasonably acceptable to Agent or (iiiii) causing the original Letters of Credit to be returned to the Issuing Lender, and (b) providing cash collateral (in an amount determined by Agent as sufficient to satisfy the reasonably estimated credit exposure) to be held by Agent with respect to the Obligations specified in clause (b) of the definition of Obligations), in full; provided, however, upon reduction or termination pursuant to this Section 3.5, the Borrower shall pay to the Agent on behalf of the lenders an early termination fee (the “Early Termination Fee”) in an amount equal to the sum of the amount of the Revolver Commitment so reduced or terminated plus the principal amount of Equipment Loans then outstanding and so prepaid times (x) 1.00% if such termination or reduction occurs on or prior to February 20, 2010, (y) 0.50% if such termination or reduction occurs after February 20, 2010 but on or prior to February 20, 2011, and (z) nothing, if the reduction of termination occurs after February 20, 2011. If Borrower has sent a notice of termination pursuant to the provisions of this Section, then the Commitments shall terminate and Borrower shall be obligated to repay the Obligations (including either (i) providing cash collateral to be held by Agent for the benefit of those Lenders with a Revolver Commitment in an amount equal to 105% of the then extant Letter of Credit Usage, (ii) providing a backstop letter of credit reasonably acceptable to Agent or (iiiii) causing the original Letters of Credit to be returned to the Issuing Lender, and (b) providing cash collateral (in an amount determined by Agent with respect to the Obligations specified in clause (b) of the definition of Obligations), in full, on the date set forth as the date of termination of this Agreement in such notice.” (g) Section 4.6 of the Loan Agreement shall be amended by deleting the phrases “three appraisals” and “three commercial finance exams” where such phrases appear and replacing the same with the following: “two appraisals” and “two commercial finance exams”. (h) Section 7.1 of the Loan Agreement is hereby amended by deleting the reference to “and” at the end of clause (n), replacing the “.” at the end of clause (o) with ; and” and adding the following new clause (p):

Early Termination by Borrower. Borrower has the option, (A) Upon at any time upon least forty-five (545) Business Days days prior written notice to Agent, Borrower may, at its option, terminate this Agreement; PROVIDED, HOWEVER, no such termination shall be effective until (i) Borrower has paid all of the Obligations in immediately available funds, (ii) all Letters of Credit have expired or been confirmed by another Person satisfactory to Lenders, in their credit judgment, and (Aiii) permanently reduce all FX Contracts and FX Guaranties have settled or been terminated by the Revolver Commitment in the minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess thereof and parties thereto. (B) terminate this Agreement in its entirety At the effective date of any such termination by paying Borrower, Borrower shall pay to Agent, in cash, the Obligations (including (a) either (i) providing cash collateral to be held by Agent for the benefit of those Lenders Lenders, in accordance with their respective Revolving Credit Percentage (in addition to the then outstanding principal, accrued interest and other charges owing under the terms of this Agreement and any of the other Loan Documents), as liquidated damages for the loss of the bargain and not as a Revolver Commitment in penalty, an amount equal to 105% one-half of one percent (0.5%) of the then extant Letter Average Daily Loan Balance for the one year period preceding the date of Credit Usagetermination if the termination occurs during the period from the Closing Date to and including the day immediately prior to the first anniversary of the Closing Date. No prepayment fee shall be payable if the termination occurs during the period on or after the first anniversary of the Closing Date. (C) All of the Obligations shall be forthwith due and payable upon any termination of this Agreement. Except as otherwise expressly provided for in this Agreement or the other Loan Documents, no termination or cancellation (regardless of cause or procedure) of this Agreement or any of the other Loan Documents shall in any way affect or impair the rights, powers or privileges of Agent and/or any Lender or the obligations, duties or liabilities of Borrower or Agent and/or any Lender in any way relating to (i) any transaction or event occurring prior to such termination or cancellation or (ii) causing the original Letters of Credit to be returned to the Issuing Lender, and (b) providing cash collateral (in an amount determined by Agent as sufficient to satisfy the reasonably estimated credit exposure) to be held by Agent with respect to the Obligations specified in clause (b) any of the definition undertakings, agreements, covenants, warranties or representations of Obligations)Borrower contained in this Agreement or any of the other Loan Documents. All such undertakings, in full; providedagreements, howevercovenants, upon reduction or termination pursuant to this Section 3.5, the warranties and representations of Borrower shall pay to the Agent on behalf of the lenders an early termination fee (the “Early Termination Fee”) in an amount equal to the sum of the amount of the Revolver Commitment so reduced or terminated plus the principal amount of Equipment Loans then outstanding and so prepaid times (x) 1.00% if survive such termination or reduction occurs on or prior to February 20cancellation and Agent, 2010, (y) 0.50% if such termination or reduction occurs after February 20, 2010 but on or prior to February 20, 2011, and (z) nothing, if the reduction of termination occurs after February 20, 2011. If Borrower has sent a notice of termination pursuant to the provisions of this Section, then the Commitments shall terminate and Borrower shall be obligated to repay the Obligations (including either (i) providing cash collateral to be held by Agent for the benefit of those Lenders with a Revolver Commitment Lenders, shall retain its Liens in an amount equal to 105% the Collateral and all of its rights and remedies under this Agreement and the other Loan Documents notwithstanding such termination or cancellation until all of the then extant Letter of Credit Usage, or (ii) causing the original Letters of Credit to be returned to the Issuing Lender, and (b) providing cash collateral (in an amount determined by Agent with respect to the Obligations specified in clause (b) of the definition of Obligations), have been paid in full, on the date set forth as the date of termination of this Agreement in such noticeimmediately available funds.

Early Termination by Borrower. Borrower has the option, at any time prior to the Maturity Date and upon five (5) Business Days 60 days prior written notice to AgentFoothill, to (A) permanently reduce the Revolver Commitment in the minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess thereof and (B) terminate this Agreement in its entirety by paying to AgentFoothill, in full, in cash, the Obligations (including (a) either (i) providing cash collateral to be held by Agent for the benefit of those Lenders with a Revolver Commitment in an amount equal to 105% of the then extant Letter of Credit Usage, or (ii) causing the original Letters of Credit to be returned to the Issuing Lender, and (b) providing cash collateral (in an amount determined by Agent as sufficient to satisfy the reasonably estimated credit exposure) to be held by Agent with respect to the Obligations specified in clause (b) of the definition of Obligations), in full; provided, however, upon reduction or termination pursuant to this Section 3.5, the Borrower shall pay to the Agent on behalf of the lenders an early termination fee (the “Early Termination Fee”) in an amount equal to the sum of the amount of the Revolver Commitment so reduced or terminated plus the principal amount of Equipment Loans then outstanding and so prepaid times (x) 1.00% if such termination or reduction occurs on or prior to February 20, 2010, (y) 0.50% if such termination or reduction occurs after February 20, 2010 but on or prior to February 20, 2011, and (z) nothing, if the reduction of termination occurs after February 20, 2011. If Borrower has sent a notice of termination pursuant to the provisions of this Section, then the Commitments shall terminate and Borrower shall be obligated to repay the Obligations (including either (i) providing cash collateral to be held by Agent for the benefit of those Lenders with a Revolver Commitment Foothill in an amount equal to 105102% of the then extant Letter undrawn amount of the Letters of Credit Usageplus the Foreign Currency Reserve (which cash collateral shall be held by Foothill so long as any one of the Letters of Credit are outstanding, or and shall be returned to Borrower in direct proportion to the amount equal to 102% of the undrawn amounts of such Letters of Credit as each of such Letters of Credit are no longer outstanding, solely to the extent that (A) all of Foothill's obligations under this Agreement and the other Loan Documents have been terminated, and (B) such cash collateral remains after the indefeasible payment in full, in cash of all Obligations, including, without limitation, all Obligations with respect to Letters of Credit), (ii) causing the original Letters of Credit to be returned to the Issuing LenderFoothill, and or (biii) providing cash collateral (to Foothill an irrevocable letter of credit, in form and substance acceptable to Foothill in its discretion, from another financial institution satisfactory to Foothill in its discretion, in an amount determined by Agent with respect equal to 102% of the undrawn amount of the Letters of Credit plus the Foreign Currency Reserve, which amount shall be reduced to the Obligations specified in clause (b) extent that the Letters of the definition of ObligationsCredit are no longer outstanding), in fulltogether with a premium (the "Early Termination Premium") equal to $1,000,000; provided, on the date set forth as the date of termination of however, that no such Early Termination Premium shall be due if Borrower terminates this Agreement pursuant to this Section 3.6 on or after January 8, 2003. The Early Termination Premium provided for in such noticethis section shall be deemed included in the Obligations.

Early Termination by Borrower. Borrower has the option, at any time ----------------------------- upon five (5) Business Days 90 days prior written notice to Agent, to (A) permanently reduce the Revolver Commitment in the minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess thereof and (B) terminate this Agreement in its entirety by paying to AgentAgent (a) for the benefit of the Lender Group, in cash, the Obligations (including (a) either (i) providing cash collateral to be held by Agent for the benefit of those Lenders with a Revolver Commitment in an amount equal to 105% of the then extant Letter of Credit Usage, or (ii) causing the original Letters of Credit to be returned to the Issuing Lender, and (b) providing cash collateral (in an amount determined by Agent as sufficient to satisfy the reasonably estimated credit exposure) to be held by Agent with respect to the Obligations specified in clause (b) of the definition of Obligations), in full; provided, however, upon reduction or termination pursuant to this Section 3.5, the Borrower shall pay to the Agent on behalf of the lenders an early termination fee (the “Early Termination Fee”) in an amount equal to the sum of the amount of the Revolver Commitment so reduced or terminated plus the principal amount of Equipment Loans then outstanding and so prepaid times (x) 1.00% if such termination or reduction occurs on or prior to February 20, 2010, (y) 0.50% if such termination or reduction occurs after February 20, 2010 but on or prior to February 20, 2011, and (z) nothing, if the reduction of termination occurs after February 20, 2011. If Borrower has sent a notice of termination pursuant to the provisions of this Section, then the Commitments shall terminate and Borrower shall be obligated to repay the Obligations (including either (i) providing cash collateral to be held by Agent for the benefit of those Lenders with a Revolver Commitment the Lender Group in an amount equal to 105% of the then extant Letter maximum amount of Credit Usagethe Lender Group's obligations under outstanding Letters of Credit, or (ii) causing the original Letters of Credit to be returned to the Issuing LenderAgent), in full, and (b) providing cash collateral (for the benefit of those Lenders that had a Revolving Credit Commitment immediately prior to such termination the Applicable Prepayment Premium. If the obligations of the Lender Group to extend credit hereunder are terminated as a result of the occurrence of an Event of Default, then, in view of the impracticality and extreme difficulty of ascertaining actual damages and by mutual agreement of the parties as to a reasonable calculation of the Lender Group's lost profits as a result thereof, Borrower shall pay to the Agent for the ratable benefit of those Lenders that had a Revolving Credit Commitment immediately prior to such termination, upon the effective date of such termination, an early termination premium in an amount determined by Agent with respect equal to the Obligations specified in clause (b) Applicable Prepayment Premium. The Applicable Prepayment Premium shall be presumed to be the amount of damages sustained by the Lender Group as a result of the definition early termination hereof and each Obligor agrees that it is a reasonable estimation thereof under the circumstances existing as of Obligations), the Closing Date. The Applicable Prepayment Premium provided for in full, on this Section 3.6 ----------- shall be deemed included in the date set forth as Obligations in the date event of a termination of covered by this Agreement in such notice.Section 3.6. -----------

Early Termination by Borrower. The provisions of Section 3.3 that allow termination of this Agreement by Borrower only on the Renewal Date and certain anniversaries thereof notwithstanding, Borrower has the option, at any time upon five ninety (590) Business Days days prior written notice to AgentFoothill, to (A) permanently reduce the Revolver Commitment in the minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess thereof and (B) terminate this Agreement in its entirety by paying to AgentFoothill, in cash, the Obligations (including (a) either (i) providing cash collateral to be held by Agent for the benefit of those Lenders with a Revolver Commitment in an amount equal to 105% of the then extant Letter of Credit Usage, or (ii) causing the original Letters of Credit to be returned to the Issuing Lender, and (b) providing cash collateral (in an amount determined by Agent as sufficient to satisfy the reasonably estimated credit exposure) to be held by Agent with respect to the Obligations specified in clause (b) of the definition of Obligations), in full; provided, however, upon reduction or termination pursuant to this Section 3.5, the Borrower shall pay to the Agent on behalf of the lenders an early termination fee (the “Early Termination Fee”) in an amount equal to the sum full amount of the L/Cs or L/C Guarantees), together with a premium (the "Early Termination Premium") equal to the greater of: (a) the total interest and L/C and L/C Guaranty fees for the immediately preceding six (6) months or (b) Six Hundred Thousand Dollars ($600,000) if termination occurs within the first twenty four months (24) after the date of this Agreement or Four Hundred Thousand Dollars ($400,000) if termination occurs during the twenty fifth (25th) through the forty-eighth months (48th) after the date of this Agreement or Two Hundred Thousand Dollars ($200,000) if termination occurs during the forty-ninth (49th) through the sixtieth months (60th) after the date of this Agreement. Notwithstanding anything contained in this Section to the contrary, in the event that Foothill declares an Event of Default as a result of a violation of Section 8.2 predicated upon a violation or non-compliance with Section 7.9 and the violation or non-compliance with Section 7.9 is a result of a Change of Control not involving any officer or director of Borrower or any Affiliate of any officer or director of Borrower, Borrower shall have a period of forty-five (45) days from the date of written notice from Foothill of declaration of such Event of Default to repay all Obligations with the application of an Early Termination Premium but at the rate of fifty percent (50%) of the amount of the Revolver Commitment so reduced or terminated plus the principal amount such Early Termination Premium which otherwise would be due as of Equipment Loans then outstanding and so prepaid times (x) 1.00% if such termination or reduction occurs on or prior to February 20, 2010, (y) 0.50% if such termination or reduction occurs after February 20, 2010 but on or prior to February 20, 2011, and (z) nothing, if the reduction of termination occurs after February 20, 2011. If Borrower has sent a notice of termination pursuant to the provisions of this Section, then the Commitments shall terminate and Borrower shall be obligated to repay the Obligations (including either (i) providing cash collateral to be held by Agent for the benefit of those Lenders with a Revolver Commitment in an amount equal to 105% of the then extant Letter of Credit Usage, or (ii) causing the original Letters of Credit to be returned to the Issuing Lender, and (b) providing cash collateral (in an amount determined by Agent with respect to the Obligations specified in clause (b) of the definition of Obligations), in full, on the date set forth as the date of termination the notice of such Event of Default. Notwithstanding anything contained in this Agreement Section to the contrary, Borrower shall during the six (6) months following the Closing Date retain William Welnhofer of Star▇▇▇▇ & ▇▇▇▇▇▇▇▇▇s for ▇▇▇▇ ▇eriod of time as is necessary to supervise and to undertake the performance of the responsibility of obtaining written amendments to each of the contracts giving rise to a potential Eligible Medi-Claim Account for both the sponsor agreements and for the pharmacy agreements and shall cause William Welnhofer on a mont▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇rt to Foothill as to the progress being made. If after the sixth (6th) month following the Closing Date Foothill shall not be satisfied with the efforts of Borrower or Borrower through the efforts of William Welnhofer shall no▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇e amendments to all such contracts, during the seventh, eight and ninth months after the Closing Date, Borrower may after payment to Foothill of all installments of the Closing Fee set forth in such noticeSection 2.8 (a) prepay on or before the last day of the ninth month after the Closing Date the Obligations without premium or penalty.