to the amount
of such prepayment multiplied by 1%, with respect to each such prepayment made
prior to the second anniversary of the Closing Date.
On or after the second
anniversary of the Closing Date, no premiums or penalties shall be payable
pursuant to this Section 2.05(a)(ii) in connection with any prepayments of the
Term Loan.
SWING LINE LOANS.
THE BORROWERS MAY, UPON NOTICE TO THE SWING LINE
LENDER (WITH A COPY TO THE ADMINISTRATIVE AGENT), AT ANY TIME OR FROM TIME TO
TIME, VOLUNTARILY PREPAY SWING LINE LOANS IN WHOLE OR IN PART WITHOUT PREMIUM OR
PENALTY; PROVIDED THAT (A) SUCH NOTICE MUST BE RECEIVED BY THE SWING LINE LENDER
AND THE ADMINISTRATIVE AGENT NOT LATER THAN 1:00 P.M. ON THE DATE OF THE
PREPAYMENT, AND (B) ANY SUCH PREPAYMENT SHALL BE IN A MINIMUM PRINCIPAL AMOUNT
OF $100,000.
EACH SUCH NOTICE SHALL SPECIFY THE DATE AND
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AMOUNT OF SUCH PREPAYMENT.
IF SUCH NOTICE IS GIVEN BY THE BORROWER AGENT, THE
APPLICABLE BORROWER SHALL MAKE SUCH PREPAYMENT AND THE PAYMENT AMOUNT SPECIFIED
IN SUCH NOTICE SHALL BE DUE AND PAYABLE ON THE DATE SPECIFIED THEREIN.
(B)
MANDATORY.
(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 BORROWERS 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 TERM LOANS PREPAID PURSUANT TO
SECTION 2.05(A)(I) (SUCH PREPAYMENTS TO BE APPLIED AS SET FORTH IN CLAUSE
(V) BELOW).
(II)
IF ANY BORROWER OR ANY OF ITS SUBSIDIARIES DISPOSES OF ANY
PROPERTY (OTHER THAN ANY DISPOSITION OF ANY PROPERTY PERMITTED BY SECTIONS
7.05(B), (C), (D) OR (E)) WHICH RESULTS IN THE REALIZATION BY SUCH PERSON OF NET
CASH PROCEEDS, THE BORROWERS SHALL PREPAY AN AGGREGATE PRINCIPAL AMOUNT OF LOANS
EQUAL TO 100% OF SUCH NET CASH PROCEEDS IMMEDIATELY UPON RECEIPT THEREOF BY SUCH
PERSON (SUCH PREPAYMENTS TO BE APPLIED AS SET FORTH IN CLAUSE (V) BELOW);
PROVIDED, HOWEVER, THAT, WITH RESPECT TO ANY NET CASH PROCEEDS REALIZED UNDER A
DISPOSITION DESCRIBED IN THIS SECTION 2.05(B)(II), AT THE ELECTION OF THE
BORROWERS (AS NOTIFIED BY THE BORROWER AGENT TO THE ADMINISTRATIVE AGENT ON OR
PRIOR TO THE DATE OF SUCH DISPOSITION), AND SO LONG AS NO DEFAULT SHALL HAVE
OCCURRED AND BE CONTINUING, THE BORROWERS OR SUCH SUBSIDIARY MAY REINVEST ALL OR
ANY PORTION OF SUCH NET CASH PROCEEDS IN OPERATING ASSETS SO LONG AS WITHIN 270
DAYS AFTER THE RECEIPT OF SUCH NET CASH PROCEEDS, SUCH PURCHASE SHALL HAVE BEEN
CONSUMMATED (AS CERTIFIED BY THE BORROWERS IN WRITING TO THE ADMINISTRATIVE
AGENT); AND PROVIDED FURTHER, HOWEVER, THAT ANY NET CASH PROCEEDS NOT SUBJECT TO
SUCH DEFINITIVE AGREEMENT OR SO REINVESTED SHALL BE IMMEDIATELY APPLIED TO THE
PREPAYMENT OF THE LOANS AS SET FORTH IN THIS SECTION 2.05(B)(II).
(III)
UPON THE INCURRENCE OR ISSUANCE BY