RATE LOANS ARE OUTSTANDING, THE ADMINISTRATIVE AGENT SHALL
NOTIFY THE BORROWER AND THE LENDERS OF ANY CHANGE IN BANK OF AMERICA'S PRIME
RATE USED IN DETERMINING THE BASE RATE PROMPTLY FOLLOWING THE PUBLIC
ANNOUNCEMENT OF SUCH CHANGE.
(E)
AFTER GIVING EFFECT TO ALL BORROWINGS, ALL CONVERSIONS OF LOANS
FROM ONE TYPE TO THE OTHER, AND ALL CONTINUATIONS OF LOANS AS THE SAME TYPE,
THERE SHALL NOT BE MORE THAN 5 INTEREST PERIODS IN EFFECT IN RESPECT OF THE
LOANS.
2.03.
[Reserved].
2.04.
[Reserved].
31
2.05.
Prepayments.
(A)
OPTIONAL. UPON AND AFTER DISCHARGE OF FIRST LIEN OBLIGATIONS OR AS
ALLOWED BY THE FIRST LIEN CREDIT AGREEMENT, THE BORROWER MAY, UPON NOTICE TO THE
ADMINISTRATIVE AGENT, AT ANY TIME PREPAY THE LOANS, IN WHOLE OR IN PART WITHOUT
PREMIUM OR PENALTY; PROVIDED THAT (A) SUCH NOTICE MUST BE RECEIVED BY THE
ADMINISTRATIVE AGENT NOT LATER THAN 11:00 A.M. (1) THREE BUSINESS DAYS PRIOR TO
ANY DATE OF PREPAYMENT OF EURODOLLAR RATE LOANS AND (2) ON THE DATE OF
PREPAYMENT OF BASE RATE LOANS; (B) ANY PREPAYMENT OF EURODOLLAR RATE LOANS SHALL
BE IN A PRINCIPAL AMOUNT OF $1,000,000 OR A WHOLE MULTIPLE OF $1,000,000 IN
EXCESS THEREOF; AND (C) ANY PREPAYMENT OF BASE RATE LOANS SHALL BE IN A
PRINCIPAL AMOUNT OF $500,000 OR A WHOLE MULTIPLE OF $100,000 IN EXCESS THEREOF
OR, IN EACH CASE, IF LESS, THE ENTIRE PRINCIPAL AMOUNT THEREOF THEN OUTSTANDING.
EACH SUCH NOTICE SHALL SPECIFY THE DATE AND AMOUNT OF SUCH PREPAYMENT AND THE
TYPE(S) OF LOANS TO BE PREPAID AND, IF EURODOLLAR RATE LOANS ARE TO BE PREPAID,
THE INTEREST PERIOD(S) OF SUCH LOANS. THE ADMINISTRATIVE AGENT WILL PROMPTLY
NOTIFY EACH LENDER OF ITS RECEIPT OF EACH SUCH NOTICE, AND OF THE AMOUNT OF SUCH
LENDER'S RATABLE PORTION OF SUCH PREPAYMENT (BASED ON SUCH LENDER'S APPLICABLE
PERCENTAGE IN RESPECT OF THE LOAN). IF SUCH NOTICE IS GIVEN BY THE BORROWER, THE
BORROWER SHALL MAKE SUCH PREPAYMENT AND THE PAYMENT AMOUNT SPECIFIED IN SUCH
NOTICE SHALL BE DUE AND PAYABLE ON THE DATE SPECIFIED THEREIN. ANY PREPAYMENT OF
A EURODOLLAR RATE LOAN SHALL BE ACCOMPANIED BY ALL ACCRUED INTEREST ON THE
AMOUNT PREPAID, TOGETHER WITH ANY ADDITIONAL AMOUNTS REQUIRED PURSUANT TO
SECTION 3.05. EACH PREPAYMENT OF THE OUTSTANDING LOANS PURSUANT TO THIS SECTION
2.05(A) SHALL BE PAID TO THE LENDERS IN ACCORDANCE WITH THEIR RESPECTIVE
APPLICABLE PERCENTAGES.
(B)
MANDATORY. UPON AND AFTER DISCHARGE OF FIRST LIEN OBLIGATIONS:
(I)
WITHIN FIVE BUSINESS DAYS AFTER FINANCIAL STATEMENTS HAVE BEEN
DELIVERED PURSUANT TO SECTION 6.01(A) AND THE RELATED COMPLIANCE CERTIFICATE HAS
BEEN DELIVERED PURSUANT TO SECTION 6.02(B), THE BORROWER SHALL PREPAY AN
AGGREGATE PRINCIPAL AMOUNT OF LOANS EQUAL TO THE EXCESS (IF ANY) OF (A) 50% OF
EXCESS CASH FLOW FOR THE FISCAL YEAR COVERED BY SUCH FINANCIAL STATEMENTS OVER
(B) THE AGGREGATE PRINCIPAL AMOUNT OF LOANS PREPAID PURSUANT TO SECTION 2.05(A)
(SUCH MANDATORY PREPAYMENTS TO BE APPLIED AS SET FORTH IN CLAUSES (VI) AND (IX)
BELOW).
(II)
IF THE BORROWER OR ANY OF ITS SUBSIDIARIES DISPOSES OF ANY