AMOUNTS REQUIRED PURSUANT TO SECTION 3.05.
EACH
PREPAYMENT OF THE OUTSTANDING TERM LOANS PURSUANT TO THIS SECTION 2.05(A) SHALL
BE APPLIED PRO RATA TO THE REMAINING PRINCIPAL REPAYMENT INSTALLMENTS THEREOF;
PROVIDED THAT SUCH PREPAYMENT SHALL BE APPLIED FIRST TO BASE RATE LOANS TO THE
FULL EXTENT THEREOF BEFORE APPLICATION TO EURODOLLAR RATE LOANS, IN EACH CASE IN
A MANNER THAT MINIMIZES THE AMOUNT OF ANY PAYMENTS REQUIRED TO BE MADE BY THE
BORROWER PURSUANT TO SECTION 3.05(A).
(II)
THE BORROWER MAY, UPON NOTICE TO THE SWING LINE LENDER (WITH A
COPY TO THE ADMINISTRATIVE AGENT), AT ANY TIME OR FROM TIME TO TIME, VOLUNTARILY
PREPAY SWING LINE LOANS IN WHOLE OR IN PART WITHOUT PREMIUM OR PENALTY; PROVIDED
THAT (A) SUCH NOTICE MUST BE RECEIVED BY THE SWING LINE LENDER AND THE
ADMINISTRATIVE AGENT NOT LATER THAN 2:00 P.M. ON THE DATE OF THE PREPAYMENT, AND
(B) ANY SUCH PREPAYMENT SHALL BE IN A MINIMUM PRINCIPAL AMOUNT OF $250,000.
EACH SUCH NOTICE SHALL SPECIFY THE DATE AND AMOUNT OF SUCH PREPAYMENT.
IF SUCH
NOTICE IS GIVEN BY THE BORROWER, THE BORROWER SHALL MAKE SUCH PREPAYMENT AND THE
PAYMENT AMOUNT SPECIFIED IN SUCH NOTICE SHALL BE DUE AND PAYABLE ON THE DATE
SPECIFIED THEREIN.
(III)
NO LENDER MAY REJECT ANY VOLUNTARY PREPAYMENT PURSUANT TO THIS
SECTION 2.05(A).
(B)
MANDATORY.
(I)
WITHIN FIVE BUSINESS DAYS (SUBJECT TO SECTION 2.05(C)) AFTER THE
DATE THE BORROWER IS REQUIRED TO DELIVER FINANCIAL STATEMENTS PURSUANT TO
SECTION 6.01(A) AND THE RELATED COMPLIANCE CERTIFICATE PURSUANT TO SECTION
6.02(B), THE BORROWER SHALL PREPAY AN AGGREGATE PRINCIPAL AMOUNT OF LOANS EQUAL
TO THE AMOUNT BY WHICH (I) 50% OF EXCESS CASH FLOW FOR THE FISCAL YEAR COVERED
BY SUCH FINANCIAL STATEMENTS (COMMENCING WITH THE FISCAL YEAR ENDING DECEMBER
31, 2007) EXCEEDS (II) THE AGGREGATE AMOUNT OF ALL VOLUNTARY PREPAYMENTS MADE
DURING SUCH FISCAL YEAR PURSUANT TO SECTION 2.05(A) TO THE EXTENT THAT SUCH
VOLUNTARY PREPAYMENTS RESULTED IN CORRESPONDING PERMANENT REDUCTIONS OF
COMMITMENTS, IN EACH CASE TO THE EXTENT SUCH PAYMENTS WERE NOT AND HAVE NOT BEEN
FUNDED WITH ADDITIONAL INDEBTEDNESS AND ARE NOT OTHERWISE FINANCED; PROVIDED,
HOWEVER, WITH RESPECT TO THE FISCAL YEAR ENDED DECEMBER 31, 2007, EXCESS CASH
FLOW SHALL BE DETERMINED FOR THE PERIOD FROM THE CLOSING DATE TO DECEMBER 31,
2007 (UNLESS THE INITIAL FUNDING UNDER THE TERM FACILITY OCCURS AFTER MARCH 31,
2007, IN WHICH CASE BEGINNING WITH THE FIRST FULL FISCAL YEAR ENDED AFTER THE
CLOSING DATE).
(II)
IF ANY LOAN PARTY OR ANY OF ITS SUBSIDIARIES DISPOSES OF ANY
PROPERTY OR ASSETS (OTHER THAN ANY DISPOSITION OF ANY PROPERTY OR ASSETS
PERMITTED BY SECTION 7.05(B), (C), (D), (E), (G), (H), (I) OR (J)) AND THE
AGGREGATE NET CASH PROCEEDS RECEIVED BY THE LOAN PARTIES AND SUCH SUBSIDIARIES
IN ANY FISCAL YEAR EXCEEDS $1,500,000, THE BORROWER SHALL IMMEDIATELY (SUBJECT
TO SECTION 2.05(C)) PREPAY AN AGGREGATE PRINCIPAL AMOUNT OF LOANS EQUAL TO 100%
OF SUCH NET CASH PROCEEDS, AND THEREAFTER AS AND WHEN ADDITIONAL NET CASH
PROCEEDS ARE RECEIVED DURING SUCH YEAR IN AN AGGREGATE