TERM BORROWINGS
(A)
BORROWER SHALL PAY TO THE ADMINISTRATIVE AGENT, FOR THE ACCOUNT OF
THE LENDERS, ON THE DATES SET FORTH ON ANNEX I, OR IF ANY SUCH DATE IS NOT A
BUSINESS DAY, ON THE NEXT PRECEDING BUSINESS DAY (EACH SUCH DATE BEING A "TERM
LOAN REPAYMENT DATE"), A PRINCIPAL AMOUNT OF THE TERM LOANS (AS ADJUSTED FROM
TIME TO TIME PURSUANT TO SECTIONS 2.09(B) AND 2.10) EQUAL TO THE AMOUNT SET
FORTH ON ANNEX I FOR SUCH DATE, TOGETHER IN EACH CASE WITH ACCRUED AND UNPAID
INTEREST ON THE PRINCIPAL AMOUNT TO BE PAID TO BUT EXCLUDING THE DATE OF SUCH
PAYMENT.
(B)
TO THE EXTENT NOT PREVIOUSLY PAID, ALL TERM LOANS SHALL BE DUE AND
PAYABLE ON THE TERM LOAN MATURITY DATE.
SECTION 2.10.
OPTIONAL AND MANDATORY PREPAYMENTS OF LOANS
(A)
OPTIONAL PREPAYMENTS.
BORROWER SHALL HAVE THE RIGHT AT ANY TIME
AND FROM TIME TO TIME TO PREPAY ANY BORROWING, IN WHOLE OR IN PART, SUBJECT TO
THE REQUIREMENTS OF THIS SECTION; PROVIDED, HOWEVER, THAT EACH PARTIAL
PREPAYMENT SHALL BE IN AN AMOUNT THAT IS AN INTEGRAL MULTIPLE OF $500,000 AND
NOT LESS THAN $1.0 MILLION.
(B)
REVOLVING LOAN PREPAYMENTS.
IN THE EVENT OF ANY TERMINATION OF
ALL THE REVOLVING COMMITMENTS, BORROWER SHALL, ON THE DATE OF SUCH TERMINATION,
REPAY OR PREPAY ALL ITS OUTSTANDING REVOLVING BORROWINGS AND ALL OUTSTANDING
SWINGLINE LOANS AND REPLACE ALL OUTSTANDING LETTERS OF CREDIT AND/OR DEPOSIT AN
AMOUNT EQUAL TO THE LC EXPOSURE IN THE LC SUB-ACCOUNT.
IN THE EVENT OF ANY
PARTIAL REDUCTION OF THE REVOLVING COMMITMENTS, THEN (I) AT OR PRIOR TO THE
EFFECTIVE DATE OF SUCH REDUCTION, THE ADMINISTRATIVE AGENT SHALL NOTIFY BORROWER
AND THE REVOLVING LENDERS OF THE SUM OF THE REVOLVING EXPOSURES AFTER GIVING
EFFECT THERETO AND (II) IF THE SUM OF THE REVOLVING EXPOSURES WOULD EXCEED THE
AGGREGATE AMOUNT OF REVOLVING COMMITMENTS AFTER GIVING EFFECT TO SUCH REDUCTION
OR TERMINATION, THEN BORROWER SHALL, ON THE DATE OF SUCH REDUCTION OR
TERMINATION, REPAY OR PREPAY REVOLVING BORROWINGS OR SWINGLINE LOANS (OR A
COMBINATION THEREOF) AND/OR REPLACE OR CASH COLLATERALIZE OUTSTANDING LETTERS OF
CREDIT IN AN AMOUNT SUFFICIENT TO ELIMINATE SUCH EXCESS.
(C)
ASSET SALES.
NOT LATER THAN FIVE BUSINESS DAYS FOLLOWING THE
RECEIPT OF ANY NET CASH PROCEEDS OF ANY ASSET SALE, BORROWER SHALL APPLY 100% OF
THE NET CASH PROCEEDS RECEIVED WITH RESPECT THERETO TO MAKE PREPAYMENTS IN
ACCORDANCE WITH SECTIONS 2.10(G) AND (H); PROVIDED THAT:
(I)
NO SUCH PREPAYMENT SHALL BE REQUIRED WITH RESPECT TO (A) ANY
ASSET SALE PERMITTED BY SECTION 6.04(B)(II), (B)(III), (D), (E), (H), (I) OR
(J), (B) THE DISPOSITION OF ASSETS SUBJECT TO A CONDEMNATION OR EMINENT DOMAIN
PROCEEDING OR INSURANCE SETTLEMENT TO THE EXTENT IT DOES NOT CONSTITUTE A
CASUALTY EVENT, OR (C) ASSET SALES FOR FAIR MARKET VALUE RESULTING IN NO MORE
THAN $1.0 MILLION IN NET CASH PROCEEDS PER ASSET SALE (OR SERIES OF RELATED
ASSET SALES) AND LESS THAN $3.0 MILLION IN NET CASH PROCEEDS IN ANY FISCAL YEAR;
AND
(II)
SO LONG AS NO DEFAULT SHALL