Nautilus 2007 Annual Report Download - page 126

of a LIBOR Loan prior to the end of its Interest Period shall be accompanied by all amounts due under Section 3.9 . Any prepayment of Loans
shall be applied first to Base Rate Loans and then to LIBOR Loans; provided , however , that as long as no Event of Default exists, prepayments
of LIBOR Loans may, at the option of Borrowers and Agent, be held by Agent as Cash Collateral and applied to such Loans at the end of their
Interest Periods.
5.2 Repayment of Revolver Loans
. Revolver Loans shall be due and payable in full on the Revolver Termination Date, unless payment is
sooner required hereunder. Revolver Loans may be prepaid from time to time, without penalty or premium. If any Asset Disposition includes the
disposition of Accounts or Inventory, then Net Proceeds equal to the greater of (a) the net book value of such Accounts and Inventory, or (b) the
reduction in the Borrowing Base upon giving effect to such disposition, shall be applied to the Revolver Loans (without commitment reduction).
Notwithstanding anything herein to the contrary, if an Overadvance exists, Borrowers shall, on the sooner of Agent
’s demand or the first
Business Day after any Borrower has knowledge thereof, repay the outstanding Revolver Loans in an amount sufficient to reduce the principal
balance of Revolver Loans to the Borrowing Base.
5.3 Repayment of Term Loans .
5.3.1 Payment of Principal . The principal amount of the Term Loans shall be repaid on the first Business Day of each month in
consecutive monthly installments of $513,889, commencing on February 1, 2008 and continuing until the Term Loan Maturity Date, on
which date all principal, interest and other amounts owing with respect to the Term Loans shall be due and payable in full. Each
installment shall be paid to Agent for the Pro Rata benefit of Term Loan Lenders. Once repaid, whether such repayment is voluntary or
required, Term Loans may not be reborrowed.
5.3.2 Mandatory Prepayments .
(a) Concurrently with any issuance of Equity Interests (other than equity received in connection with the LandAmerica Acquisition)
by a Borrower, Borrowers shall prepay Term Loans in an amount equal to the net proceeds of such issuance; and
(b) On the Commitment Termination Date, Borrowers shall prepay all Term Loans (unless sooner repaid hereunder).
5.3.3 Optional Prepayments . Borrowers may, at their option from time to time, prepay the Term Loans, which prepayment must be
at least $2,000,000, plus any increment of $1,000,000 in excess thereof. Borrowers shall give written notice to Agent of an intended
prepayment of Term Loans, which notice shall specify the amount of the prepayment, shall be given at least 10 Business Days prior to such
repayment.
5.3.4 Interest; Application of Prepayments . Each prepayment of Term Loans shall be accompanied by all interest accrued thereon
and any amounts payable under Section 3.9 , and shall be applied to principal in inverse order of maturity.
5.4 Payment of Other Obligations
. Obligations other than Loans, including LC Obligations and Extraordinary Expenses, shall be paid by
Borrowers as provided in the Loan Documents or, if no payment date is specified, on demand .
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