NOTICE SHALL BE IRREVOCABLE AND SHALL SPECIFY
THE PREPAYMENT DATE AND THE PRINCIPAL AMOUNT OF EACH BORROWING OR PORTION
THEREOF TO BE PREPAID; PROVIDED THAT, IF A NOTICE OF PREPAYMENT IS GIVEN IN
CONNECTION WITH A CONDITIONAL NOTICE OF TERMINATION OF THE COMMITMENTS AS
CONTEMPLATED BY SECTION 2.09, THEN SUCH NOTICE OF PREPAYMENT MAY BE REVOKED IF
SUCH NOTICE OF TERMINATION IS REVOKED IN ACCORDANCE WITH SECTION 2.09.
PROMPTLY
FOLLOWING RECEIPT OF ANY SUCH NOTICE RELATING TO A BORROWING, THE ADMINISTRATIVE
AGENT SHALL ADVISE THE LENDERS OF THE CONTENTS THEREOF.
EACH PARTIAL PREPAYMENT
OF ANY BORROWING SHALL BE IN AN AMOUNT THAT WOULD BE PERMITTED IN THE CASE OF AN
ADVANCE OF A BORROWING OF THE SAME TYPE AS PROVIDED IN SECTION 2.02.
EACH
PREPAYMENT OF A BORROWING SHALL BE APPLIED RATABLY TO THE LOANS INCLUDED IN THE
PREPAID BORROWING.
PREPAYMENTS SHALL BE ACCOMPANIED BY ACCRUED INTEREST TO THE
EXTENT REQUIRED BY SECTION 2.13.
(C)
THE BORROWER SHALL MAKE MANDATORY PREPAYMENTS OF THE LOANS IN AMOUNTS
EQUAL TO THE FOLLOWING:
(I)
CONCURRENTLY WITH THE RECEIPT THEREOF BY THE BORROWER OR ANY
SUBSIDIARY, AN AMOUNT EQUAL TO 100% OF THE AGGREGATE NET AVAILABLE PROCEEDS IN
EXCESS OF $1,000,000 REALIZED UPON ANY ASSET DISPOSITION OR IN THE AGGREGATE FOR
ALL ASSET DISPOSITIONS IN ANY FISCAL YEAR OF THE BORROWER;
(II)
CONCURRENTLY WITH THE RECEIPT THEREOF BY THE BORROWER OR ANY
SUBSIDIARY, IN AN AMOUNT EQUAL TO 100% OF THE NET AVAILABLE PROCEEDS REALIZED
UPON (A) THE SALE BY THE BORROWER OF ANY EQUITY OR DEBT SECURITIES OR BY SUCH
SUBSIDIARY OF ANY DEBT SECURITIES (OTHER THAN (A) THE PROCEEDS REALIZED BY THE
BORROWER FROM THE SALE OF SECURITIES PURSUANT TO THE STERLING PURCHASE AGREEMENT
AND (B) THE PROCEEDS OF ANY SALES OF EQUITY SECURITIES IN AN AGGREGATE AMOUNT
NOT TO EXCEED $2,500,000 IN ANY FISCAL YEAR (1) PURSUANT TO THE EXERCISE OF ANY
STOCK OPTIONS ISSUED TO ANY EMPLOYEE, OFFICER OR DIRECTOR OF THE BORROWER AS
COMPENSATION OR (2) UNDER ANY EMPLOYEE STOCK PURCHASE PLAN OF THE BORROWER) OR
(B) ANY OTHER INCURRENCE OF INDEBTEDNESS BY THE BORROWER OR ANY SUBSIDIARY
(OTHER THAN INDEBTEDNESS PERMITTED TO BE INCURRED PURSUANT TO SECTION 6.01(C),
(D), (E), (F) OR (G)); PROVIDED, THAT (X) THE FIRST $15,000,000 OF SECURITIES
INCLUDED WITHIN THE DEFINITION OF REQUIRED EQUITY ISSUANCE WHICH ARE ISSUED
DURING THE PERIOD COMMENCING ON THE EFFECTIVE DATE AND ENDING ON MARCH 31, 2010
(MEASURED BY REFERENCE TO GROSS PROCEEDS) SHALL NOT TRIGGER A COMMITMENT
REDUCTION PURSUANT TO THIS PARAGRAPH (II) TO AN AMOUNT LESS THAN $40,000,000, IF
ISSUED PRIOR TO FEBRUARY 1, 2010, OR $35,000,000, IF ISSUED PRIOR TO
32
APRIL 1, 2010, (Y) THE EXCEPTION SET FORTH IN CLAUSE (B) HEREOF SHALL NOT APPLY
TO THE EXTENT THAT ANY SUCH PROCEEDS ARE RECEIVED ON OR PRIOR TO MARCH 31, 2010
AND ARE APPLIED IN ACCORDANCE WITH THE PROVISO TO THE DEFINITION OF REQUIRED
EQUITY ISSUANCE AND ANY AMOUNTS SO APPLIED SHALL ALSO BE APPLIED TO REDUCE THE
BASKET SET FORTH IN SUCH CLAUSE