DATE OF RECEIPT OF SUCH NET CASH PROCEEDS (OR, IF
WITHIN SUCH 365 DAY PERIOD, THE BORROWER OR ANY OF ITS RESTRICTED SUBSIDIARIES
ENTERS INTO A BINDING COMMITMENT TO SO REINVEST IN SUCH NET CASH PROCEEDS, AND
SUCH NET CASH PROCEEDS ARE SO REINVESTED WITHIN 180 DAYS AFTER SUCH BINDING
COMMITMENT IS SO ENTERED INTO), PROVIDED, HOWEVER, THAT (I) IF ANY NET CASH
PROCEEDS ARE NOT REINVESTED OR APPLIED AS A REPAYMENT ON OR PRIOR TO THE LAST
DAY OF THE APPLICABLE APPLICATION PERIOD, SUCH NET CASH PROCEEDS SHALL BE
APPLIED WITHIN 10 BUSINESS DAYS TO MAKE AN OFFER TO REPAY TERM LOANS AS SET
FORTH ABOVE (WITHOUT REGARD TO THE IMMEDIATELY PRECEDING PROVISO) AND (II) IF,
AS A RESULT OF ANY PREPAYMENT ASSET SALE OR PROPERTY LOSS EVENT, THE BORROWER
WOULD BE REQUIRED TO MAKE AN "OFFER TO PURCHASE" THE NEW SENIOR NOTES PURSUANT
TO THE TERMS OF THE NEW SENIOR NOTES DOCUMENTATION OR ANY OTHER MATERIAL
INDEBTEDNESS, IN ANY SUCH CASE PRIOR TO THE EXPIRY OF THE FOREGOING REINVESTMENT
OR REPAYMENT PERIODS, THE BORROWER SHALL APPLY THE RELEVANT PERCENTAGE OF SUCH
NET CASH PROCEEDS AS REQUIRED ABOVE BY THIS PARAGRAPH (B) TO MAKE AN OFFER TO
REPAY TERM LOANS IN
70
ACCORDANCE WITH SECTION 2.13(G) ON THE DAY IMMEDIATELY PRECEDING THE DATE OF
SUCH REQUIRED "OFFER TO PURCHASE" (WITHOUT REGARD TO THE IMMEDIATELY PRECEDING
PROVISO).
(C)
NO LATER THAN THE TENTH BUSINESS DAY FOLLOWING THE DELIVERY OF THE
SECTION 5.04 FINANCIALS UNDER SECTION 5.04(A) (COMMENCING WITH THE FISCAL YEAR
ENDED DECEMBER 31, 2008), THE BORROWER SHALL PREPAY OUTSTANDING TERM LOANS IN
ACCORDANCE WITH SECTION 2.13(E) IN AN AGGREGATE PRINCIPAL AMOUNT EQUAL TO THE
EXCESS, IF ANY, OF (I) THE APPLICABLE ECF PERCENTAGE OF EXCESS CASH FLOW FOR THE
FISCAL YEAR THEN ENDED OVER (II) THE AGGREGATE PRINCIPAL AMOUNT OF TERM LOANS
AND REVOLVING LOANS (TO THE EXTENT ACCOMPANIED BY A PERMANENT REDUCTION OF THE
REVOLVING CREDIT COMMITMENTS) PREPAID PURSUANT TO SECTION 2.12 DURING SUCH
FISCAL YEAR OR AFTER THE END OF SUCH FISCAL YEAR AND ON OR PRIOR TO THE DATE
SUCH PAYMENT IS REQUIRED TO BE MADE (WITHOUT DUPLICATION), IN EACH CASE TO THE
EXTENT SUCH PREPAYMENTS ARE NOT FUNDED WITH THE PROCEEDS OF LONG-TERM
INDEBTEDNESS (OTHER THAN REVOLVING INDEBTEDNESS).
(D)
IN THE EVENT THAT THE BORROWER OR ANY OF ITS RESTRICTED
SUBSIDIARIES SHALL RECEIVE NET CASH PROCEEDS FROM THE ISSUANCE OR INCURRENCE OF
INDEBTEDNESS (OTHER THAN ANY CASH PROCEEDS FROM THE ISSUANCE OR INCURRENCE OF
INDEBTEDNESS PERMITTED PURSUANT TO SECTION 6.01), THE BORROWER SHALL NO LATER
THAN THE FIFTH BUSINESS DAY NEXT FOLLOWING THE RECEIPT OF SUCH NET CASH
PROCEEDS, APPLY AN AMOUNT EQUAL TO 100% OF SUCH NET CASH PROCEEDS TO PREPAY
OUTSTANDING TERM LOANS IN ACCORDANCE WITH SECTION 2.13(E).
(E)
PRIOR TO THE REPAYMENT IN FULL OF ALL TERM LOANS AND ALL
OBLIGATIONS (OTHER THAN CONTINGENT OBLIGATIONS) RELATING THERETO, ALL OTHER
PREPAYMENTS REQUIRED BY THIS SECTION 2.13 SHALL BE APPLIED PRO RATA TO THE
REPAYMENT OF THE TERM LOANS UNDER EACH TERM LOAN