OF 90 DAYS
THEREAFTER IF BY THE END OF SUCH INITIAL 180-DAY PERIOD ANY LOAN PARTY SHALL
HAVE ENTERED INTO AN AGREEMENT WITH A THIRD PARTY TO ACQUIRE SUCH ASSETS WITH
SUCH NET PROCEEDS), AT WHICH TIME A PREPAYMENT SHALL BE REQUIRED IN AN AMOUNT
EQUAL TO THE NET PROCEEDS THAT HAVE NOT BEEN SO APPLIED.
(C)
PRIOR TO ANY MANDATORY PREPAYMENT OF LOANS PURSUANT TO SECTION 2.03(B), THE
BORROWER SHALL NOTIFY THE ADMINISTRATIVE AGENT, (I) NOT LATER 12:00 NOON,
EASTERN STANDARD TIME, THREE BUSINESS DAYS BEFORE THE DATE OF A MANDATORY
PREPAYMENT IN THE CASE OF ANY EVENT DESCRIBED IN CLAUSE (C) OR (D) OF THE
DEFINITION OF PREPAYMENT EVENT AND (II) NOT LATER THAN 12:00 NOON, EASTERN
STANDARD TIME, TWO BUSINESS DAYS BEFORE THE DATE OF ANY OTHER MANDATORY
PREPAYMENT.
EACH SUCH NOTICE SHALL SPECIFY THE DATE AND AMOUNT OF SUCH
MANDATORY PREPAYMENT.
THE ADMINISTRATIVE AGENT WILL PROMPTLY NOTIFY EACH LENDER
OF ITS RECEIPT OF EACH SUCH NOTICE, AND OF THE AMOUNT OF SUCH LENDER'S
APPLICABLE PERCENTAGE OF SUCH MANDATORY PREPAYMENT.
IN THE EVENT OF ANY
MANDATORY PREPAYMENT, OTHER THAN AS A RESULT OF AN EVENT DESCRIBED IN
CLAUSE (C) OF THE DEFINITION OF PREPAYMENT EVENT CONSISTING OF A PUBLIC OFFERING
AND SALE OF COMMON STOCK OF THE BORROWER FOR AN AMOUNT PER SHARE EQUAL TO OR
GREATER THAN $10.00, ANY LENDER MAY ELECT, BY NOTICE TO THE ADMINISTRATIVE AGENT
BY TELEPHONE (CONFIRMED BY HAND OR TELECOPIER) AT LEAST ONE BUSINESS DAY PRIOR
TO SUCH PREPAYMENT, TO DECLINE ALL OR ANY PORTION OF ANY SUCH MANDATORY
PREPAYMENT.
(D)
ANY OPTIONAL OR MANDATORY PREPAYMENT OF A LOAN UNDER THIS SECTION 2.03
SHALL BE ACCOMPANIED BY ALL ACCRUED INTEREST ON THE AMOUNT PREPAID.
EACH SUCH
PREPAYMENT SHALL BE APPLIED TO THE LOANS OF THE LENDERS IN ACCORDANCE WITH THEIR
RESPECTIVE APPLICABLE PERCENTAGES.
SECTION 2.04.
REPAYMENT OF LOANS.
THE BORROWER SHALL PAY TO THE ADMINISTRATIVE
AGENT, FOR THE ACCOUNT OF THE LENDERS, ON THE TERMINATION DATE, THE AGGREGATE
PRINCIPAL AMOUNT OF LOANS OUTSTANDING ON SUCH DATE.
ONCE REPAID OR PREPAID,
LOANS MAY NOT BE REBORROWED.
23
SECTION 2.05.
INTEREST.
(A)
SUBJECT TO THE PROVISIONS OF SECTION 2.05(B), EACH LOAN SHALL BEAR INTEREST
ON THE OUTSTANDING PRINCIPAL AMOUNT THEREOF AT A RATE PER ANNUM EQUAL TO 15.0%.
(B)
IF ANY EVENT OF DEFAULT EXISTS, THEN THE ADMINISTRATIVE AGENT MAY, AND UPON
THE REQUEST OF THE REQUIRED LENDERS SHALL, NOTIFY THE BORROWER THAT ALL
OUTSTANDING LOANS SHALL THEREAFTER BEAR INTEREST AT A PER ANNUM RATE EQUAL TO
THE DEFAULT RATE TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW FOR SO LONG
AS SUCH EVENT OF DEFAULT IS CONTINUING.
ACCRUED AND UNPAID INTEREST ON PAST DUE
AMOUNTS (INCLUDING INTEREST ON PAST DUE INTEREST TO THE FULLEST EXTENT PERMITTED
BY APPLICABLE LAW) SHALL BE DUE AND PAYABLE UPON DEMAND.
(C)
SUBJECT TO SECTION 2.05(B), INTEREST ON EACH LOAN SHALL BE DUE AND PAYABLE
IN ARREARS ON EACH INTEREST PAYMENT DATE AND AT SUCH OTHER TIMES AS MAY BE
SPECIFIED HEREIN. INTEREST HEREUNDER SHALL BE