(a)  Unless previously terminated, the Initial Term Loan Commitments shall automatically terminate at 5:00 p.m., New York City time on the earliest of (x) the Long Stop Date, (y) the Certain Funds Termination Date and (z) the date on which all of the Certain Funds Purposes have been achieved without the making of any Initial Term Loans.  In the event and on each occasion that any Net Proceeds are received by or on behalf of the Borrower or any Subsidiary in respect of any Prepayment Event during the Certain Funds Period, the Borrower or any such Subsidiary shall deposit such Net Proceeds in an Escrow Account within one Business Day after the receipt of such Net Proceeds, and upon such deposit, the Commitments shall be reduced in an aggregate amount equal to 100% of the amount of such Net Proceeds.