AMOUNT OF BREAKAGE COSTS (IF ANY) INCURRED BY SUCH LENDER IN
CONNECTION WITH SUCH CONVERSION.
THEREAFTER, BORROWER SHALL NOT BE ENTITLED TO
EXERCISE THE LIBOR RATE OPTION UNTIL SUCH TIME AS THE SITUATION DESCRIBED HEREIN
IS NO LONGER IN EFFECT OR CAN BE AVOIDED BY BORROWER EXERCISING A LIBOR RATE
OPTION FOR A DIFFERENT LIBOR RATE INTEREST PERIOD.
SO LONG AS NO EVENT OF
DEFAULT HAS OCCURRED AND IS CONTINUING, UPON WRITTEN DEMAND OF BORROWER, THE
BORROWER MAY WITH THIRTY (30) DAYS WRITTEN NOTICE TO THE AGENT, REQUIRE ANY SUCH
LENDER UNABLE TO MAINTAIN THE APPLICABLE RATE AT AN ADJUSTED LIBOR RATE PURSUANT
TO THIS SECTION 2.4.7 TO SELL AND ASSIGN ITS ENTIRE INTEREST IN THE LOAN
PURSUANT TO SECTION 13.22 HEREOF TO ANY ELIGIBLE ASSIGNEE IDENTIFIED BY THE
BORROWER IN ITS DEMAND AND REASONABLY APPROVED BY THE AGENT, UPON PAYMENT BY
SUCH ELIGIBLE ASSIGNEE OF THE ENTIRE PAR AMOUNT OF SUCH LENDER'S INTEREST IN THE
LOAN, PLUS ANY APPLICABLE BREAKAGE COSTS.
4
2.5
Principal.
2.5.1
SCHEDULED PAYMENTS.
(a)
Commencing January 15, 2005, and continuing
semiannually on the fifteenth day of each July and January thereafter, the
Borrower, in addition to any other principal payments or prepayments required
hereunder, Borrower shall make the following payments:
(I)
THE JULY 15 PAYMENT SHALL BE EQUAL TO
50% OF THE SUM OF :
(A)
(1) THE AMOUNT OF THE BORROWER'S NET CASH FLOW
FOR THE TWO FISCAL QUARTERS JUST ENDING, LESS (2) THE AGGREGATE AMOUNT OF
INTEREST ON THE LOAN PAID BY THE BORROWER DURING THE LAST TWO FISCAL QUARTERS
JUST ENDING PLUS THE AGGREGATE AMOUNT OF INTEREST ON THE LOAN PROJECTED TO BE
PAID BY THE BORROWER THROUGH NOVEMBER OF THE SAME YEAR AS DETERMINED SOLELY BY
THE AGENT IN A MANNER CONSISTENT WITH THE PROCEDURES AND METHODS UTILIZED BY THE
AGENT IN ANALYZING THE FINANCIAL INFORMATION PROVIDED BY THE BORROWER PRIOR TO
CLOSING.
(II)
THE JANUARY 15 PAYMENT SHALL BE EQUAL TO
50% OF (I) THE NET CASH FLOW FOR THE TWO FISCAL QUARTERS JUST ENDING, (II) LESS
ANY INTEREST PAYMENTS MADE IN DECEMBER UNDER THE LOAN.
IN NO EVENT SHALL THE
PAYMENTS DUE PURSUANT TO THIS SECTION 2.5.1 (A) FOR ANY CALENDAR YEAR BE LESS
THAN AN AMOUNT EQUAL TO 50% OF (A) NET CASH FLOW (B) LESS THE INTEREST PAID
UNDER THE LOAN FOR SUCH YEAR.
THE OFFICER'S CERTIFICATE PROVIDED BY THE
BORROWER TO LENDER PURSUANT TO SECTION 7.2.1(Q) SHALL DETAIL THE CALCULATION OF
EACH SUCH SCHEDULED PRINCIPAL PAYMENT HEREUNDER.
TO THE EXTENT THE MATURITY
DATE IS EXTENDED TO ANY EXTENDED MATURITY DATE, THE REQUIRED QUARTERLY PRINCIPAL
PAYMENT SET FORTH ABOVE SHALL CONTINUE TO BE DUE ON THE DATES SET FORTH ABOVE.
THE ENTIRE PRINCIPAL BALANCE OF THE LOAN SHALL BE DUE AND PAYABLE IN FULL ON THE
MATURITY DATE (OR AS MAY BE APPLICABLE, ANY EXTENDED MATURITY DATE).
(b)
Mandatory Principal Repayments.
In addition
to the scheduled payments of principal, as provided above, the Borrower shall
make the following mandatory prepayments of principal (singly and collectively,
the