THE
BORROWER HEREBY UNCONDITIONALLY PROMISES TO PAY (I) TO THE ADMINISTRATIVE AGENT
FOR THE ACCOUNT OF EACH
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Revolving Lender the principal amount of the Revolving Loans on the Revolving
Credit Maturity Date and (ii) to the Swingline Lender the then unpaid principal
amount of each Swingline Loan on the earlier of the Revolving Credit Maturity
Date and the first date after such Swingline Loan is made that is the 15th or
last day of a calendar month and is at least five Business Days after such
Swingline Loan is made, provided that on each date that a Revolving Loan is
made, the Borrower shall repay all Swingline Loans then outstanding.
(B)
TERM LOANS AND INCREMENTAL LOANS.
THE
BORROWER HEREBY UNCONDITIONALLY PROMISES TO PAY TO THE ADMINISTRATIVE AGENT (I)
FOR THE ACCOUNT OF EACH TERM LENDER THE PRINCIPAL AMOUNT OF THE TERM LOANS ON
THE TERM MATURITY DATE AND (II) FOR THE ACCOUNT OF EACH INCREMENTAL LOAN LENDER
OF ANY SERIES THE PRINCIPAL AMOUNT OF THE INCREMENTAL LOANS OF SUCH SERIES HELD
BY SUCH LENDER ON THE MATURITY DATE THEREFOR SET FORTH IN THE RESPECTIVE
INCREMENTAL LOAN AMENDMENT FOR SUCH SERIES.
Section 2.11
Prepayment of Loans.
(A)
VOLUNTARY PREPAYMENTS.
THE BORROWER SHALL
HAVE THE RIGHT AT ANY TIME AND FROM TIME TO TIME TO PREPAY ANY BORROWING IN
WHOLE OR IN PART (WITHOUT PREMIUM OR PENALTY, EXCEPT AS PROVIDED IN SECTION
2.16), SUBJECT TO THE REQUIREMENTS OF THIS SECTION.
(B)
MANDATORY PREPAYMENT UPON PREPAYMENT
EVENTS.
IN THE EVENT THAT AND ON EACH OCCASION ON WHICH ANY NET PROCEEDS ARE
RECEIVED BY OR ON BEHALF OF THE PARENT, THE BORROWER OR ANY SUBSIDIARY IN
RESPECT OF ANY PREPAYMENT EVENT, THE BORROWER SHALL, WITHIN THREE BUSINESS DAYS
AFTER SUCH NET PROCEEDS ARE RECEIVED (OR SUCH LATER PERIOD AFTER WHICH THE
RECEIPT THEREOF CONSTITUTES A PREPAYMENT EVENT), PREPAY LOANS IN AN AGGREGATE
AMOUNT EQUAL TO SUCH NET PROCEEDS, IN ACCORDANCE WITH SECTION 2.11(H), PROVIDED
THAT,
(I)
SO LONG AS NO EVENT OF DEFAULT HAS
OCCURRED AND IS CONTINUING, IN THE CASE OF ANY EVENT DESCRIBED IN CLAUSE (A) OF
THE DEFINITION OF THE TERM PREPAYMENT EVENT, NO MANDATORY PREPAYMENTS IN RESPECT
OF ANY SUCH EVENT SHALL BE REQUIRED PURSUANT TO THIS SECTION 2.11(B) (A) IN ANY
SINGLE FISCAL YEAR UNTIL THE DATE ON WHICH THE NET PROCEEDS REQUIRED TO BE
APPLIED AS MANDATORY PREPAYMENTS IN THE ABSENCE OF THIS PROVISO EQUALS OR
EXCEEDS $5,000,000 FOR SUCH FISCAL YEAR AND (B) FOR ANY NET PROCEEDS RECEIVED
FROM THE SALE, TRANSFER OF OTHER DISPOSITION OF ANY PROPERTY OR ASSET OF ANY
LOAN PARTY WITH A FAIR MARKET VALUE NOT TO EXCEED $15,000,000 IN THE AGGREGATE
AND WHICH DOES NOT RESULT IN A REDUCTION OF ADJUSTED EBITDA BY MORE THAN
$1,000,000 AFTER GIVING PRO FORMA EFFECT THERETO; PROVIDED THAT THE BORROWER
DESIGNATE THAT SUCH NET PROCEEDS ARE BEING USED PURSUANT TO THIS CLAUSE (B) AND
PROVIDE A CALCULATION THEREOF DEMONSTRATING COMPLIANCE WITH THIS CLAUSE (B) IN
THE NEXT QUARTERLY COMPLIANCE CERTIFICATE DELIVERED TO THE ADMINISTRATIVE