TO SUCH NET CASH PROCEEDS; PROVIDED, HOWEVER, THAT, UPON ANY
SUCH RECEIPT, AS LONG AS NO EVENT OF DEFAULT SHALL BE CONTINUING, ANY GROUP
MEMBER MAY MAKE PERMITTED REINVESTMENTS WITH SUCH NET CASH PROCEEDS AND THE
BORROWER SHALL NOT BE REQUIRED TO MAKE OR CAUSE SUCH PAYMENT TO THE EXTENT (X)
SUCH NET CASH PROCEEDS ARE INTENDED TO BE USED TO MAKE PERMITTED REINVESTMENTS
AND (Y) ON EACH REINVESTMENT PREPAYMENT DATE FOR SUCH NET CASH PROCEEDS, THE
BORROWER SHALL PAY OR CAUSE TO BE PAID TO THE ADMINISTRATIVE AGENT AN AMOUNT
EQUAL TO THE REINVESTMENT PREPAYMENT AMOUNT APPLICABLE TO SUCH REINVESTMENT
PREPAYMENT DATE AND SUCH NET CASH PROCEEDS.
(D)
INDENTURE PREPAYMENTS.
NOTWITHSTANDING THE FOREGOING IN THIS
SECTION 2.8, TO THE EXTENT THAT ANY PREPAYMENT IS REQUIRED UNDER THE
SUBORDINATED NOTE DOCUMENTS IN CONNECTION WITH ANY ASSET SALES OR EQUITY
ISSUANCES, (TOGETHER WITH ANY TERM OF SIMILAR EFFECT), THE BORROWER SHALL, IN
THE EVENT OF RECEIPT BY ANY LOAN PARTY OR ANY SUBSIDIARIES OF ANY LOAN PARTY OF
THE NET CASH PROCEEDS THEREOF, PAY OR CAUSE TO BE PAID TO THE ADMINISTRATIVE
AGENT AN AMOUNT, NOT TO EXCEED SUCH NET CASH PROCEEDS, SUFFICIENT, AND WITHIN
THE TIME PERIOD REQUIRED UNDER THE APPLICABLE SUBORDINATED NOTE DOCUMENTS, IN
EACH CASE TO ENSURE THAT NO GROUP MEMBER IS REQUIRED TO PREPAY, REDEEM, DEFEASE,
PURCHASE OR MAKE AN OFFER TO PURCHASE ANY INDEBTEDNESS EVIDENCED OR GOVERNED BY
SUBORDINATED NOTE DOCUMENTS OR CAUSE ANY OF THE FOREGOING, OR GRANT OR HONOR ANY
OPTION OR OTHER RIGHT TO DO ANY OF THE FOREGOING, TO THE EXTENT, IN THE ABSENCE
OF SUCH OBLIGATION OF THE BORROWER HEREUNDER, A GROUP MEMBER WOULD BE REQUIRED
TO MAKE OR CAUSE ANY SUCH PREPAYMENT, REDEMPTION, DEFEASANCE, PURCHASE OR OFFER
OR GRANT ANY SUCH OPTION.
52
(E)
EXCESS OUTSTANDINGS.
ON ANY DATE ON WHICH THE AGGREGATE
PRINCIPAL AMOUNT OF REVOLVING CREDIT OUTSTANDINGS EXCEEDS THE MAXIMUM REVOLVING
LOAN AMOUNT, THE BORROWER SHALL PAY TO THE ADMINISTRATIVE AGENT AN AMOUNT EQUAL
TO SUCH EXCESS.
(F)
APPLICATION OF PAYMENTS.
ANY PAYMENTS MADE TO THE
ADMINISTRATIVE AGENT PURSUANT TO THIS SECTION 2.8 SHALL BE APPLIED TO THE
OBLIGATIONS IN ACCORDANCE WITH SECTION 2.12(B).
SECTION 2.9
INTEREST.
(A)
RATE.
ALL LOANS AND THE OUTSTANDING
AMOUNT OF ALL OTHER OBLIGATIONS SHALL BEAR INTEREST, IN THE CASE OF LOANS, ON
THE UNPAID PRINCIPAL AMOUNT THEREOF FROM THE DATE SUCH LOANS ARE MADE AND, IN
THE CASE OF SUCH OTHER OBLIGATIONS, FROM THE DATE SUCH OTHER OBLIGATIONS ARE DUE
AND PAYABLE UNTIL, IN ALL CASES, PAID IN FULL, EXCEPT AS OTHERWISE PROVIDED IN
CLAUSE (C) BELOW, AS FOLLOWS:
(I) IN THE CASE OF BASE RATE LOANS, AT A RATE PER
ANNUM EQUAL TO THE SUM OF THE BASE RATE AND THE APPLICABLE MARGIN, EACH AS IN
EFFECT FROM TIME TO TIME, (II) IN THE CASE OF EURODOLLAR RATE LOANS, AT A RATE
PER ANNUM EQUAL TO THE SUM OF THE EURODOLLAR RATE AND THE APPLICABLE MARGIN,
EACH AS IN EFFECT FOR THE APPLICABLE INTEREST PERIOD, AND (III) IN THE CASE