in an aggregate amount equal to such
Extraordinary Receipts.
32
(vii)
New Term Loans.
On the date of receipt by Borrower of the
proceeds of the New Term Loans (as defined in the First Lien Credit Agreement)
Borrower shall apply one hundred percent (100%)
of such proceeds to prepay the
Loans as set forth in Section 2.3(c).
(viii)
Prepayment Certificate.
Concurrently with any mandatory
prepayment of the Loans pursuant to Sections 2.3(b)(i)-(vi), Borrower shall
deliver to Administrative Agent a certificate of a Responsible Officer
demonstrating the calculation of the amount of the applicable net proceeds or
other applicable financial tests or proceeds giving rise to the prepayment, as
the case may be.
In the event that Borrower shall subsequently determine that
the actual amount received exceeded the amount set forth in such certificate,
Borrower shall promptly make an additional prepayment of the Loans in an amount
equal to such excess, and Borrower shall concurrently therewith deliver to
Administrative Agent a certificate of a Responsible Officer demonstrating the
derivation of such excess.
(C)
APPLICATION OF MANDATORY PREPAYMENTS.
SUBJECT TO
SECTION 2.4(E) BELOW, ANY MANDATORY PREPAYMENT OF ANY LOAN PURSUANT TO
SECTION 2.3(B) SHALL, SUBJECT TO THE TERMS OF THE INTERCREDITOR AGREEMENT, BE
APPLIED TO PREPAY TERM LOANS ON A PRO RATA BASIS (IN ACCORDANCE WITH THE
RESPECTIVE OUTSTANDING PRINCIPAL AMOUNTS THEREOF) AND SHALL BE FURTHER APPLIED
IN INVERSE ORDER OF MATURITY TO REDUCE THE REMAINING SCHEDULED INSTALLMENTS OF
PRINCIPAL OF THE TERM LOANS.
(d)
[Intentionally Omitted.]
(E)
WAIVER OF CERTAIN PREPAYMENTS.
ANYTHING CONTAINED HEREIN TO THE
CONTRARY NOTWITHSTANDING AND EXCLUDING ANY MANDATORY PREPAYMENT MADE PURSUANT TO
SECTION 2.3(B)(VII), IN THE EVENT BORROWER IS REQUIRED TO MAKE ANY MANDATORY
PREPAYMENT OF THE TERM LOANS, NOT LESS THAN FIVE (5) BUSINESS DAYS PRIOR TO THE
DATE (THE "PREPAYMENT DATE") ON WHICH BORROWER IS REQUIRED TO MAKE SUCH
MANDATORY PREPAYMENT, BORROWER SHALL NOTIFY ADMINISTRATIVE AGENT OF THE AMOUNT
OF SUCH PREPAYMENT (OR, IF SHORTER, PROMPTLY UPON BORROWER'S BECOMING AWARE OF
ANY EVENT REQUIRING SUCH MANDATORY PREPAYMENT), AND ADMINISTRATIVE AGENT WILL
PROMPTLY THEREAFTER NOTIFY EACH LENDER OF THE AMOUNT OF SUCH LENDER'S PRO RATA
SHARE OF SUCH MANDATORY PREPAYMENT AND SUCH LENDER'S OPTION TO REFUSE SUCH
AMOUNT.
EACH SUCH LENDER MAY EXERCISE SUCH OPTION BY GIVING WRITTEN NOTICE TO
BORROWER AND ADMINISTRATIVE AGENT OF ITS ELECTION TO DO SO ON OR BEFORE THE
FIRST BUSINESS DAY PRIOR TO THE PREPAYMENT DATE (IT BEING UNDERSTOOD THAT ANY
LENDER WHICH DOES NOT NOTIFY BORROWER AND ADMINISTRATIVE AGENT OF ITS ELECTION
TO EXERCISE SUCH OPTION ON OR BEFORE THE FIRST BUSINESS DAY PRIOR TO THE
PREPAYMENT DATE SHALL BE DEEMED TO HAVE ELECTED, AS OF SUCH DATE, NOT TO
EXERCISE SUCH OPTION TO DECLINE PAYMENTS).
ON THE PREPAYMENT DATE, BORROWER
SHALL PAY TO ADMINISTRATIVE AGENT THE AMOUNT OF THE MANDATORY PREPAYMENT, WHICH
AMOUNT SHALL BE APPLIED IN AN AMOUNT EQUAL TO THAT PORTION OF THE MANDATORY
PREPAYMENT PAYABLE TO THOSE LENDERS THAT HAVE ELECTED NOT TO EXERCISE SUCH
OPTION, TO PREPAY THE TERM LOANS OF SUCH LENDERS