CASH
FLOW, THEN, ON A DATE THAT IS NO LATER FIVE BUSINESS DAYS FOLLOWING THE DATE
THAT FINANCIAL STATEMENTS FOR SUCH FISCAL YEAR ARE REQUIRED TO BE DELIVERED
PURSUANT TO SECTION 7.01(A), THE LOAN OBLIGATIONS SHALL BE PREPAID BY AN AMOUNT
EQUAL TO THE ECF APPLICATION AMOUNT FOR SUCH FISCAL YEAR.
(V)
SPIN-OFF.
IF THE SPIN-OFF AND THE OTHER MATERIAL TRANSACTIONS
THAT, PURSUANT TO THE TERMS OF THE SEPARATION AGREEMENT, ARE TO OCCUR PRIOR TO
OR SUBSTANTIALLY CONCURRENTLY WITH THE SPIN-OFF SHALL NOT HAVE BEEN CONSUMMATED
ON OR PRIOR TO THE FIFTH BUSINESS DAY FOLLOWING THE FUNDING DATE, THEN ON SUCH
FIFTH BUSINESS DAY (X) ALL OF THE LOAN OBLIGATIONS SHALL BE REQUIRED TO BE
PREPAID, (Y) THE REVOLVING COMMITMENT OF EACH REVOLVING LENDER SHALL BE REDUCED
TO ZERO AND (Z) THE BORROWER SHALL CASH COLLATERALIZE THE THEN OUTSTANDING
AMOUNT OF ALL L/C OBLIGATIONS.
(VI)
EURODOLLAR PREPAYMENT ACCOUNT.
IF THE BORROWER IS REQUIRED TO
MAKE A MANDATORY PREPAYMENT OF EURODOLLAR RATE LOANS UNDER THIS SECTION 2.06(B),
SO LONG AS NO EVENT OF DEFAULT EXISTS, THE BORROWER SHALL HAVE THE RIGHT, IN
LIEU OF MAKING SUCH PREPAYMENT IN FULL, TO DEPOSIT AN AMOUNT EQUAL TO SUCH
MANDATORY PREPAYMENT WITH THE ADMINISTRATIVE AGENT IN A CASH COLLATERAL ACCOUNT
MAINTAINED (PURSUANT TO DOCUMENTATION REASONABLY SATISFACTORY TO THE
ADMINISTRATIVE AGENT) BY AND IN THE SOLE DOMINION AND CONTROL OF THE
ADMINISTRATIVE AGENT.
ANY AMOUNTS SO DEPOSITED SHALL BE HELD BY THE
ADMINISTRATIVE AGENT AS COLLATERAL FOR THE PREPAYMENT OF SUCH EURODOLLAR RATE
LOANS AND SHALL BE APPLIED TO THE PREPAYMENT OF THE APPLICABLE EURODOLLAR RATE
LOANS AT THE EARLIEST OF (X) THE END OF THE CURRENT INTEREST PERIODS APPLICABLE
THERETO, (Y) THREE MONTHS FOLLOWING THE DATE OF SUCH DEPOSIT AND (Z) AT THE
ELECTION OF THE ADMINISTRATIVE AGENT, UPON THE OCCURRENCE OF AN EVENT OF
DEFAULT.
AT THE REQUEST OF THE BORROWER, AMOUNTS SO DEPOSITED SHALL BE INVESTED
BY THE ADMINISTRATIVE AGENT IN CASH EQUIVALENTS MATURING ON OR PRIOR TO THE DATE
OR DATES ON WHICH IT IS ANTICIPATED THAT SUCH AMOUNTS WILL BE APPLIED TO PREPAY
SUCH EURODOLLAR RATE LOANS; ANY INTEREST EARNED ON SUCH CASH EQUIVALENTS WILL BE
FOR THE ACCOUNT OF THE BORROWER AND THE BORROWER WILL DEPOSIT WITH THE
ADMINISTRATIVE AGENT THE AMOUNT OF ANY LOSS ON ANY SUCH CASH EQUIVALENTS TO THE
EXTENT NECESSARY IN ORDER THAT THE AMOUNT OF THE PREPAYMENT TO BE MADE WITH THE
DEPOSITED AMOUNTS MAY NOT BE REDUCED.
(C)
APPLICATION.
WITHIN EACH LOAN, PREPAYMENTS WILL BE APPLIED FIRST
TO BASE RATE LOANS, THEN TO EURODOLLAR RATE LOANS IN DIRECT ORDER OF INTEREST
PERIOD MATURITIES.
IN ADDITION:
(I)
VOLUNTARY PREPAYMENTS.
PREPAYMENTS OF THE TERM A LOANS OR TERM B
LOANS PURSUANT TO SECTION 2.06(A) SHALL BE APPLIED FIRST IN DIRECT ORDER OF
MATURITY IN RESPECT OF THE PRINCIPAL AMORTIZATION PAYMENTS DUE ON SUCH TERM A
LOANS UNDER SECTION 2.05(C) OR TERM B LOANS UNDER SECTION 2.05(D), AS
APPLICABLE, WITHIN THE TWELVE (12) MONTHS FOLLOWING SUCH PREPAYMENT, AND SECOND
PRO RATA TO THE REMAINING PRINCIPAL AMORTIZATION