AND SHALL THEREAFTER BEAR INTEREST PAYABLE UPON
DEMAND AT A RATE WHICH IS 2% PER ANNUM IN EXCESS OF THE INTEREST RATE OTHERWISE
PAYABLE HEREUNDER FOR BASE RATE LOANS.
PAYMENT OR ACCEPTANCE OF THE INCREASED
RATES OF INTEREST PROVIDED FOR IN THIS SECTION 2.9 IS NOT A PERMITTED
ALTERNATIVE TO TIMELY PAYMENT AND SHALL NOT CONSTITUTE A WAIVER OF ANY EVENT OF
DEFAULT OR OTHERWISE PREJUDICE OR LIMIT ANY RIGHTS OR REMEDIES OF ANY AGENT OR
ANY LENDER.
2.10
FEES.
THE BORROWER AGREES TO PAY TO THE JOINT LEAD ARRANGERS AND
THE AGENTS SUCH FEES IN THE AMOUNTS AND AT THE TIMES SEPARATELY AGREED UPON.
2.11
VOLUNTARY PREPAYMENTS.
THE BORROWER MAY PREPAY THE OUTSTANDING
PRINCIPAL AMOUNT OF THE LOANS AT ANY TIME AND FROM TIME TO TIME, IN WHOLE OR IN
PART, TOGETHER WITH ACCRUED INTEREST TO THE DATE OF SUCH PREPAYMENT ON THE
PRINCIPAL AMOUNT PREPAID; PROVIDED, HOWEVER, THAT IF ANY PREPAYMENT OF ANY
EURODOLLAR RATE LOAN IS MADE BY THE BORROWER OTHER THAN ON THE LAST DAY OF AN
INTEREST PERIOD FOR SUCH LOAN, THE BORROWER SHALL ALSO PAY ANY AMOUNT OWING
PURSUANT TO SECTION 2.17(D); AND, PROVIDED FURTHER THAT EACH PARTIAL PREPAYMENT
SHALL BE IN AN AGGREGATE AMOUNT NOT LESS THAN $1,000,000 OR INTEGRAL MULTIPLES
OF $1,000,000 IN EXCESS THEREOF.
EACH SUCH PARTIAL PREPAYMENT SHALL BE APPLIED
RATABLY TO THE TERM LOANS AND EACH SERIES OF NEW TERM LOANS, TO THE INSTALLMENTS
OF THE OUTSTANDING PRINCIPAL AMOUNT THEREOF IN SUCH ORDER OF APPLICATION AS
SELECTED BY THE BORROWER, AND WITHIN EACH SUCH TRANCHE, RATABLY TO THE LENDERS
IN RESPECT THEREOF.
ANY SUCH PREPAYMENT SHALL BE MADE UPON AT LEAST THREE
BUSINESS DAYS' PRIOR NOTICE TO THE ADMINISTRATIVE AGENT (OR SUCH SHORTER PERIOD
AS THE ADMINISTRATIVE AGENT MAY AGREE) GIVEN TO ADMINISTRATIVE AGENT BY 12:00
P.M. (NEW YORK CITY TIME) ON THE DATE REQUIRED AND, IF GIVEN BY TELEPHONE,
PROMPTLY CONFIRMED IN WRITING TO ADMINISTRATIVE AGENT (AND ADMINISTRATIVE AGENT
WILL
33
PROMPTLY TRANSMIT SUCH TELEPHONIC OR ORIGINAL NOTICE BY POSTING TO THE PLATFORM
OR BY TELEFACSIMILE OR TELEPHONE TO EACH LENDER).
UPON THE GIVING OF ANY SUCH
NOTICE, THE PRINCIPAL AMOUNT OF THE LOANS SPECIFIED IN SUCH NOTICE SHALL BECOME
DUE AND PAYABLE ON THE PREPAYMENT DATE SPECIFIED THEREIN; PROVIDED, HOWEVER,
THAT ANY SUCH PREPAYMENT MAY, SUBJECT TO THE BORROWER'S PAYMENT OF ANY AMOUNTS
REQUIRED TO BE PAID IN CONNECTION THEREWITH PURSUANT TO SECTION 2.17(D) AS A
RESULT OF SUCH LOAN NOT BEING PREPAID ON THE DATE SPECIFIED IN SUCH NOTICE, BE
CONDITIONED ON THE RECEIPT OF PROCEEDS OF NEW INDEBTEDNESS.
2.12
[RESERVED].
2.13
MANDATORY PREPAYMENTS.
(A)
ASSET SALES.
NO LATER THAN THE FIRST BUSINESS DAY FOLLOWING THE
DATE OF RECEIPT BY THE BORROWER OR ANY OF ITS SUBSIDIARIES OF ANY NET ASSET SALE
PROCEEDS IN EXCESS OF $5,000,000 SINCE THE LATER OF (X) THE DATE OF THIS
AGREEMENT AND (Y) THE LAST MANDATORY PREPAYMENT PURSUANT TO THIS SECTION
2.13(A), THE BORROWER SHALL PREPAY THE LOANS AS SET FORTH IN SECTION 2.14(A) IN
AN AGGREGATE AMOUNT EQUAL