SHALL BE EXCESS CASH FLOW, THEN, ON THE
RELEVANT EXCESS CASH FLOW APPLICATION DATE, THE TERM LOANS SHALL BE PREPAID IN
AN AMOUNT EQUAL TO THE ECF PERCENTAGE OF SUCH EXCESS CASH FLOW,
AS SET FORTH IN
SECTION 2.12(D).
EACH SUCH PREPAYMENT SHALL BE MADE ON A DATE (AN "EXCESS CASH
FLOW APPLICATION DATE") NO LATER THAN FIVE BUSINESS DAYS AFTER THE EARLIER OF
(I) THE DATE ON WHICH THE FINANCIAL STATEMENTS OF THE BORROWER REFERRED TO IN
SECTION 6.1(A), FOR THE FISCAL YEAR WITH RESPECT TO WHICH SUCH PREPAYMENT IS
MADE, ARE REQUIRED TO BE DELIVERED TO THE LENDERS AND (II) THE DATE SUCH
FINANCIAL STATEMENTS ARE ACTUALLY DELIVERED.
(D)
AMOUNTS TO BE APPLIED PURSUANT TO SECTION 2.12 (A), (B), (C), (F)
AND (G) SHALL BE APPLIED TO THE PREPAYMENT OF THE TERM LOANS.
THE APPLICATION
OF ANY PREPAYMENT PURSUANT TO SECTION 2.11 OR THIS SECTION 2.12 SHALL BE MADE,
FIRST, TO BASE RATE LOANS AND, SECOND, TO LIBO RATE LOANS, IN EACH CASE IN A
MANNER WHICH, IN THE ADMINISTRATIVE AGENT'S REASONABLE JUDGMENT, FOLLOWING
CONSULTATION WITH THE BORROWER, (WHICH SHALL BE CONCLUSIVE) MINIMIZES THE AMOUNT
OF ANY PAYMENTS REQUIRED TO BE MADE BY THE BORROWER PURSUANT TO SECTION 2.21.
EACH PREPAYMENT OF THE LOANS UNDER SECTION 2.11 AND THIS SECTION 2.12 (EXCEPT IN
THE CASE OF REVOLVING CREDIT LOANS (UNLESS THE REVOLVING CREDIT LOANS ARE BEING
REPAID IN FULL AND THE
39
REVOLVING CREDIT COMMITMENTS TERMINATED) THAT ARE BASE RATE LOANS AND SWING LINE
LOANS) SHALL BE ACCOMPANIED BY ACCRUED INTEREST TO THE DATE OF SUCH PREPAYMENT
TO THE APPLICABLE LENDER ON THE AMOUNT PREPAID.
(E)
IF ON ANY VALUATION DATE THE ADMINISTRATIVE AGENT SHALL DETERMINE
AND NOTIFY THE BORROWER THAT THE AGGREGATE REVOLVING EXTENSIONS OF CREDIT ON
SUCH VALUATION DATE EXCEED 105% OF THE TOTAL REVOLVING CREDIT COMMITMENTS ON
SUCH VALUATION DATE (SUCH NOTICE TO PROVIDE THE EURO/DOLLAR EXCHANGE RATE USED
IN SUCH CALCULATION, WHICH SHALL BE THE DOLLAR EQUIVALENT EXCHANGE RATE ON SUCH
VALUATION DATE), THEN THE BORROWER SHALL, ON THE THIRD BUSINESS DAY (SUCH DAY,
THE "PAYMENT DATE") FOLLOWING RECEIPT BY IT OF SUCH NOTICE FROM THE
ADMINISTRATIVE AGENT, PROVIDE CASH COLLATERAL FOR THE LETTERS OF CREDIT IN THE
MANNER SET FORTH IN SECTION 8 AND/OR PREPAY SWINGLINE LOANS OR REVOLVING CREDIT
LOANS, IN SUCH COMBINATION AND AMOUNTS AS THE BORROWER MAY DETERMINE IN ITS SOLE
DISCRETION, TO THE EXTENT NECESSARY TO ENSURE THAT, AFTER GIVING EFFECT TO ANY
BORROWINGS OR PREPAYMENTS TO BE MADE BY THE BORROWER ON OR PRIOR TO SUCH PAYMENT
DATE, THE AGGREGATE REVOLVING EXTENSIONS OF CREDIT (MEASURED USING THE DOLLAR
EQUIVALENT EXCHANGE RATE SPECIFIED IN SUCH NOTICE) OUTSTANDING ON SUCH PAYMENT
DATE DO NOT EXCEED THE TOTAL REVOLVING CREDIT COMMITMENTS ON SUCH PAYMENT DATE.
IF, ON ANY DATE SUBSEQUENT TO SUCH PAYMENT DATE, THE ADMINISTRATIVE AGENT
REASONABLY DETERMINES THAT ANY CASH COLLATERAL FOR LETTERS OF CREDIT PROVIDED
PURSUANT TO THIS SECTION 2.12(E) IS NO LONGER REQUIRED, THE ADMINISTRATIVE
AGENT, WITH THE CONSENT OF EACH ISSUING LENDER THAT HAS ISSUED