THE PREPAYMENT OF SUCH
LOANS IN ACCORDANCE WITH THIS SECTION 2.05(B).
UPON THE OCCURRENCE AND DURING
THE CONTINUANCE OF ANY EVENT OF DEFAULT, THE ADMINISTRATIVE AGENT SHALL ALSO BE
AUTHORIZED (WITHOUT ANY FURTHER ACTION BY OR NOTICE TO OR FROM THE BORROWER OR
ANY OTHER LOAN PARTY) TO APPLY SUCH AMOUNT TO THE PREPAYMENT OF THE OUTSTANDING
LOANS IN ACCORDANCE WITH THIS SECTION 2.05(B).
(IX)
ANYTHING CONTAINED IN THIS SECTION 2.05(B)
TO THE CONTRARY NOTWITHSTANDING, (A) IF, FOLLOWING THE OCCURRENCE OF ANY
DISPOSITION BY ANY LOAN PARTY OR ANY OF ITS SUBSIDIARIES, THE BORROWER IS
REQUIRED TO COMMIT BY A PARTICULAR DATE (A "COMMITMENT DATE") TO APPLY OR CAUSE
ITS SUBSIDIARIES TO APPLY AN AMOUNT EQUAL TO ANY OF THE PROCEEDS THEREOF IN A
PARTICULAR MANNER, OR TO APPLY BY A PARTICULAR DATE (AN "APPLICATION DATE") AN
AMOUNT EQUAL TO ANY SUCH PROCEEDS IN A PARTICULAR MANNER, IN EITHER CASE IN
ORDER TO EXCUSE THE BORROWER FROM BEING REQUIRED TO MAKE AN OFFER TO THE HOLDERS
OF ANY OTHER DEBT OR EQUITY SECURITIES OF THE BORROWER (AN "ASSET SALE OFFER")
IN CONNECTION WITH SUCH DISPOSITION, AND THE BORROWER SHALL HAVE FAILED TO SO
COMMIT OR TO SO APPLY AN AMOUNT EQUAL TO SUCH PROCEEDS ON OR PRIOR TO THE
APPLICABLE COMMITMENT DATE OR APPLICATION DATE, AS THE CASE MAY BE, OR (B) IF
THE BORROWER AT ANY OTHER TIME SHALL HAVE FAILED TO APPLY OR COMMIT OR CAUSE TO
BE APPLIED AN AMOUNT EQUAL TO ANY SUCH PROCEEDS, AND, ASSUMING NO FURTHER
APPLICATION OR COMMITMENT OF AN AMOUNT EQUAL TO SUCH PROCEEDS THE BORROWER WOULD
OTHERWISE BE REQUIRED TO MAKE AN ASSET SALE OFFER IN RESPECT THEREOF, THEN IN
EITHER SUCH CASE THE BORROWER SHALL IMMEDIATELY PAY OR CAUSE TO BE PAID TO THE
ADMINISTRATIVE AGENT ON OR PRIOR TO THE DATE ON WHICH THE BORROWER WOULD BE
REQUIRED TO MAKE AN ASSET SALE OFFER AN AMOUNT EQUAL TO SUCH PROCEEDS TO BE
APPLIED TO THE PAYMENT OF THE LOANS AND L/C BORROWINGS AND TO CASH COLLATERALIZE
THE L/C OBLIGATIONS IN THE MANNER SET FORTH IN SECTION 2.05(B) IN SUCH AMOUNTS
AS SHALL EXCUSE THE BORROWER FROM MAKING ANY SUCH ASSET SALE OFFER.
(C)
PREPAYMENT PREMIUM.
IN THE EVENT THAT THE
SECOND LIEN LOANS ARE PREPAID OR REPAID IN WHOLE OR IN PART PRIOR TO THE SECOND
ANNIVERSARY OF THE AMENDMENT AND RESTATEMENT CLOSING DATE PURSUANT TO
SECTION 2.05(A) OR (B), THE BORROWER SHALL PAY TO THE SECOND LIEN LENDERS A
PREPAYMENT PREMIUM ON THE PRINCIPAL AMOUNT SO PREPAID OR REPAID AS FOLLOWS:
65
Relevant Period
Prepayment premium as a
percentage of the principal amount
so prepaid or repaid
On or prior to the first anniversary of the Amendment and Restatement Closing
Date
2.0%
On or prior to the second anniversary of the Amendment and Restatement Closing
Date but after the first anniversary of the Amendment and Restatement Closing
Date
1.0%
2.06
Termination or Reduction of Commitments.
(a)
Optional.
The Borrower may, upon notice to the Administrative Agent, terminate