cause
to be paid, to the Administrative Agent, solely for its own account, an annual
administrative fee equal to $100,000 per annum, payable annually in advance on
the Closing Date for the twelve-month period following the Closing Date and on
each anniversary thereof until all Loans and all Obligations with respect
thereto have been paid in full.
4.2.
[Reserved]
4.3.
Mandatory Termination of Commitments. The Senior Interim Loan
Commitments shall terminate at 5:00 p.m. (New York City time) on the Closing
Date.
SECTION 5.
PAYMENTS
5.1.
Voluntary Prepayments.
(A)
THE BORROWER SHALL HAVE THE RIGHT TO PREPAY LOANS WITHOUT PREMIUM
OR PENALTY, IN WHOLE OR IN PART FROM TIME TO TIME ON THE FOLLOWING TERMS AND
CONDITIONS:
(A) THE BORROWER SHALL GIVE THE ADMINISTRATIVE AGENT AT THE
ADMINISTRATIVE AGENT'S OFFICE WRITTEN NOTICE (OR TELEPHONIC NOTICE PROMPTLY
CONFIRMED IN WRITING) OF ITS INTENT TO MAKE SUCH PREPAYMENT, THE AMOUNT OF SUCH
PREPAYMENT AND (IN THE CASE OF LIBOR LOANS) THE SPECIFIC BORROWING(S) PURSUANT
TO WHICH MADE, WHICH NOTICE SHALL BE GIVEN BY THE BORROWER NO LATER THAN 1:00
P.M. (NEW YORK CITY TIME) (I) IN THE CASE OF LIBOR LOANS, THREE BUSINESS DAYS
PRIOR TO OR (II) IN THE CASE OF ABR LOANS, ONE BUSINESS DAY PRIOR TO, THE DATE
OF SUCH PREPAYMENT; (B) EACH PARTIAL PREPAYMENT OF (I) ANY BORROWING OF LIBOR
LOANS SHALL BE IN A MINIMUM AMOUNT OF $5,000,000 AND IN MULTIPLES OF $1,000,000
IN EXCESS THEREOF AND (II) ANY ABR LOANS SHALL BE IN A MINIMUM AMOUNT OF
$1,000,000 AND IN MULTIPLES OF $100,000 IN EXCESS THEREOF, PROVIDED THAT NO
PARTIAL PREPAYMENT OF LIBOR LOANS MADE PURSUANT TO A SINGLE BORROWING SHALL
REDUCE THE OUTSTANDING LIBOR LOANS MADE PURSUANT TO SUCH BORROWING TO AN AMOUNT
LESS THAN $5,000,000 AND (C) ANY PREPAYMENT OF LIBOR LOANS PURSUANT TO THIS
SECTION 5.1 ON ANY DAY OTHER THAN THE LAST DAY OF AN INTEREST PERIOD APPLICABLE
THERETO SHALL BE SUBJECT TO COMPLIANCE BY THE BORROWER WITH THE APPLICABLE
PROVISIONS OF SECTION 2.11. EACH PREPAYMENT IN RESPECT OF ANY LOANS PURSUANT TO
THIS SECTION 5.1 SHALL BE APPLIED TO THE CASH PAY OR PIK LOANS, AS SPECIFIED BY
THE BORROWER ON A PRO RATA BASIS BASED ON THE AGGREGATE PRINCIPAL AMOUNT OF CASH
PAY LOANS OR PIK LOANS, AS APPLICABLE, OUTSTANDING AT SUCH TIME. AT THE
BORROWER'S ELECTION IN CONNECTION WITH ANY PREPAYMENT PURSUANT TO THIS SECTION
5.1, SUCH PREPAYMENT SHALL NOT BE APPLIED TO ANY LOAN OF A DEFAULTING LENDER.
(B)
AT THE END OF ANY "ACCRUAL PERIOD" (AS DEFINED IN SECTION
1272(A)(5) OF THE CODE) ENDING AFTER THE FIFTH ANNIVERSARY OF THE CLOSING DATE
(EACH, AN "AHYDO REDEMPTION DATE"), THE BORROWER MAY PAY IN CASH ALL ACCRUED BUT
UNPAID INTEREST AND ALL ACCRUED BUT UNPAID "ORIGINAL ISSUE DISCOUNT" (AS DEFINED
IN SECTION 1273(A)(1) OF THE CODE) ON EACH SENIOR PIK TERM LOAN AND/OR SENIOR
PIK NOTE THEN OUTSTANDING UP TO THE OPTIONAL INTEREST REPAYMENT AMOUNT, MINUS
$50,000,000 (EACH SUCH REDEMPTION, AN "OPTIONAL INTEREST REPAYMENT"). THE
"OPTIONAL INTEREST REPAYMENT AMOUNT"