SHALL NOT HAVE BEEN CONSUMMATED OR SHALL OTHERWISE HAVE BEEN
DELAYED.
(B)
THE BORROWERS MAY, UPON IRREVOCABLE NOTICE
FROM THE LEAD BORROWER 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
(I) SUCH NOTICE MUST BE RECEIVED BY THE SWING LINE LENDER AND THE ADMINISTRATIVE
AGENT NOT LATER THAN 1:00 P.M. ON THE DATE OF THE PREPAYMENT, AND (II) ANY SUCH
PREPAYMENT SHALL BE IN A MINIMUM PRINCIPAL AMOUNT OF $100,000.
EACH SUCH NOTICE
SHALL SPECIFY THE DATE AND AMOUNT OF SUCH PREPAYMENT.
IF SUCH NOTICE IS GIVEN
BY
70
THE LEAD BORROWER, THE BORROWERS SHALL MAKE SUCH PREPAYMENT AND THE PAYMENT
AMOUNT SPECIFIED IN SUCH NOTICE SHALL BE DUE AND PAYABLE ON THE DATE SPECIFIED
THEREIN.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, THE
BORROWERS MAY RESCIND ANY NOTICE OF PREPAYMENT PROVIDED PURSUANT TO THIS
SECTION 2.05(B) IF SUCH PREPAYMENT WOULD HAVE RESULTED FROM A REFINANCING OF ALL
OF THE LOANS HEREUNDER, WHICH REFINANCING SHALL NOT HAVE BEEN CONSUMMATED OR
SHALL OTHERWISE HAVE BEEN DELAYED.
(C)
IF FOR ANY REASON THE TOTAL OUTSTANDINGS AT
ANY TIME EXCEED THE LOAN CAP, AS THEN IN EFFECT, THE BORROWERS SHALL IMMEDIATELY
PREPAY LOANS, SWING LINE LOANS AND L/C BORROWINGS AND/OR CASH COLLATERALIZE THE
L/C OBLIGATIONS (OTHER THAN L/C BORROWINGS) IN AN AGGREGATE AMOUNT EQUAL TO SUCH
EXCESS; PROVIDED, HOWEVER, THAT THE BORROWERS SHALL NOT BE REQUIRED TO CASH
COLLATERALIZE THE L/C OBLIGATIONS PURSUANT TO THIS SECTION 2.05(C) UNLESS, AFTER
THE PREPAYMENT IN FULL OF THE LOANS, THE TOTAL OUTSTANDINGS EXCEED THE LOAN CAP,
AS THEN IN EFFECT.
(D)
THE BORROWERS SHALL PAY TO THE
ADMINISTRATIVE AGENT, ON THE FIRST DAY OF EACH CLEAN-DOWN PERIOD, AN AMOUNT
EQUAL TO THE AMOUNT BY WHICH (A) THE AGGREGATE PRINCIPAL AMOUNT OF ALL COMMITTED
LOANS, L/C BORROWINGS AND SWING LINE LOANS OUTSTANDING ON SUCH DAY EXCEEDS
(B) $45,000,000 AND SHALL NOT THEREAFTER REQUEST COMMITTED LOANS AND/OR SWING
LINE LOANS HEREUNDER IF SUCH REQUEST WOULD CAUSE THE AGGREGATE PRINCIPAL AMOUNT
OF ALL COMMITTED LOANS, L/C BORROWINGS AND SWING LINE LOANS TO EXCEED
$45,000,000 AT ANY TIME DURING SUCH CLEAN-DOWN PERIOD.
(E)
AFTER THE OCCURRENCE AND DURING THE
CONTINUANCE OF A CASH DOMINION EVENT, THE BORROWERS SHALL PREPAY THE LOANS IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 6.13 HEREOF.
IN ADDITION, ANY NET
PROCEEDS RECEIVED BY A LOAN PARTY UPON THE OCCURRENCE OF A PREPAYMENT EVENT,
IRRESPECTIVE OF WHETHER OR NOT A CASH DOMINION EVENT THEN EXISTS AND IS
CONTINUING, SHALL BE PAID OVER TO THE ADMINISTRATIVE AGENT ON RECEIPT BY THE
LOAN PARTIES AND SHALL BE UTILIZED TO PREPAY THE LOANS IN THE ORDER OF PRIORITY
SET FORTH IN SECTION 2.05(F).
THE APPLICATION OF SUCH NET PROCEEDS TO THE LOANS
SHALL NOT REDUCE THE COMMITMENTS.
IF ALL OBLIGATIONS THEN DUE ARE PAID, ANY
EXCESS NET PROCEEDS SHALL BE REMITTED TO THE OPERATING ACCOUNT OF THE BORROWERS
MAINTAINED WITH THE