REINVESTMENT PREPAYMENT DATE.
(C)
UNLESS THE REQUIRED LENDERS AND THE
BORROWER SHALL OTHERWISE AGREE, ON THE RELEVANT VPP NET REVENUE APPLICATION
DATE, THE BORROWER SHALL APPLY 50% OF THE VPP NET REVENUE FOR SUCH PERIOD AS SET
FORTH IN SECTION 2.5(D); PROVIDED, THAT NO SUCH PREPAYMENT SHALL BE REQUIRED
UNTIL THE AMOUNT EQUAL TO VPP NET REVENUE OTHERWISE SUBJECT TO APPLICATION UNDER
THIS SECTION 2.5(C) FOR ANY FISCAL YEAR EXCEEDS $2,500,000 (PROVIDED THAT FOR
ANY FISCAL YEAR IN WHICH NO VPP NET REVENUES ARE APPLIED, THE AMOUNT OF SUCH
REVENUE FOR SUCH FISCAL YEAR SHALL BE APPLIED TO THE VPP NET REVENUE FOR THE
NEXT FISCAL YEAR).
(D)
WITH RESPECT TO ANY AMOUNTS SUBJECT TO
SECTION 2.5(A), (B) OR (C), THE BORROWER SHALL:
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(I)
FIRST, APPLY (OR OFFER TO APPLY), TO THE
EXTENT REQUIRED BY THE PROVISIONS SET FORTH IN THE FIRST LIEN CREDIT AGREEMENT
(AS IN EFFECT ON THE CLOSING DATE HEREOF) SUCH AMOUNT TO PREPAY OBLIGATIONS
THEREUNDER;
(II)
SECOND, APPLY SUCH PORTION OF SUCH AMOUNT
TO THE REPAYMENT OF THE LOANS UNDER THE FIRST LIEN CREDIT AGREEMENT AS SHALL BE
NECESSARY TO CAUSE THE PERCENTAGE OBTAINED BY DIVIDING (A) THE AGGREGATE
OUTSTANDING PRINCIPAL AMOUNT OF ALL FIRST LIEN LOANS, AFTER GIVING EFFECT TO ANY
PREPAYMENTS OR REPAYMENTS OCCURRING ON SUCH DATE PLUS THE PRINCIPAL AMOUNT OF
CONTINGENT AND NON-CONTINGENT OBLIGATIONS IN RESPECT OF LETTERS OF CREDIT OR
OTHER FORMS OF CREDIT PROVIDED UNDER THE FIRST LIEN LOAN AGREEMENT, BY (B) THE
SUM OF THE AMOUNT IN CLAUSE (A) PLUS THE AGGREGATE AMOUNT OF CREDIT WITH RESPECT
TO FIRST LIEN LOANS THEN AVAILABLE UNDER THE FIRST LIEN CREDIT AGREEMENT, TO BE
NO GREATER THAN 75%; AND
(III)
THIRD, TO THE EXTENT OTHERWISE PERMITTED BY
THE PROVISIONS OF SECTION 8.9 OF THE FIRST LIEN CREDIT AGREEMENT (AS IN EFFECT
ON THE CLOSING DATE) PREPAY (SUBJECT TO SECTION 2.10(E)) THE LOANS IN AN AMOUNT
EQUAL TO SUCH AMOUNT, PROVIDED, THAT UNTIL SUCH TIME AS ALL SENIOR NOTES HAVE
BEEN DEFEASED OR PREPAID, REDEEMED OR REPURCHASED IN FULL, THE NET CASH PROCEEDS
RESULTING FROM THE PERMITTED INITIAL MLP ASSET TRANSFER MAY BE APPLIED TO THE
PREPAYMENT, REDEMPTION, REPURCHASE OR DEFEASANCE OF SENIOR NOTES.
(E)
THE BORROWER SHALL DELIVER TO THE
ADMINISTRATIVE AGENT WITH RESPECT TO EACH REQUIRED PREPAYMENT UNDER THIS SECTION
THE CERTIFICATE AND NOTICE REQUIRED BY SECTION 2.10(F).
(F)
ALL MANDATORY PREPAYMENTS PROVIDED FOR IN
THIS SECTION 2.5 SHALL BE MADE TOGETHER WITH INTEREST ACCRUED ON THE PRINCIPAL
AMOUNT PREPAID AND ANY AMOUNT REQUIRED BY SECTION 3.4, BUT WITHOUT ANY PREMIUM.
ANY AMOUNT REQUIRED TO BE PREPAID PURSUANT TO THIS SECTION 2.5 SHALL BE APPLIED
TO PREPAY THE LOANS.
2.6
Repayment of Principal.
(A)
THE BORROWER SHALL REPAY TO THE
ADMINISTRATIVE AGENT FOR THE BENEFIT OF THE LENDERS THE OUTSTANDING PRINCIPAL
BALANCE OF THE LOANS (AND THE OUTSTANDING PRINCIPAL OF THE LOANS SHALL BE DUE
AND PAYABLE) ON THE MATURITY DATE WITH RESPECT TO SUCH LOANS OR ON SUCH DATE ON
WHICH THE LOANS BECOME DUE AND PAYABLE PURSUANT