EXPOSURE OF ALL
REVOLVING LENDERS EXCEEDS THE LESSER OF (A) THE AGGREGATE REVOLVING COMMITMENTS
AND (B) THE BORROWING BASE, TO THE EXTENT REQUIRED TO ELIMINATE SUCH EXCESS.
(II)
IMMEDIATELY UPON RECEIPT BY ANY LOAN PARTY OF THE NET CASH
PROCEEDS OF ANY ASSET DISPOSITION (OTHER THAN (I) SALES OF INVENTORY IN THE
ORDINARY COURSE OF BUSINESS AND (II) ANY ASSET DISPOSITION OR SERIES OF RELATED
ASSET DISPOSITIONS RESULTING IN NET CASH PROCEEDS OF LESS THAN $500,000) AT A
TIME THAT CASH DOMINION IS IN EFFECT PURSUANT TO SECTION 7.1 OF THE SECURITY
AGREEMENT, THE BORROWER SHALL PREPAY THE OBLIGATIONS IN AN AMOUNT EQUAL TO 100%
OF SUCH NET CASH PROCEEDS OF SUCH ASSET DISPOSITION AS SET FORTH IN PARAGRAPH
(C) BELOW.
(III)
IF ANY LOAN PARTY ISSUES EQUITY INTERESTS (OTHER THAN EQUITY
INTERESTS ISSUED IN THE IPO AND EQUITY INTERESTS ISSUED BY A LOAN PARTY TO
ANOTHER LOAN PARTY) OR ANY LOAN PARTY ISSUES INDEBTEDNESS (OTHER THAN
INDEBTEDNESS PERMITTED BY SECTION 6.01) AT A TIME THAT CASH DOMINION IS IN
EFFECT PURSUANT TO SECTION 7.1 OF THE SECURITY AGREEMENT, THE BORROWER SHALL
PREPAY THE OBLIGATIONS IN AN AMOUNT EQUAL TO 100% OF THE NET CASH PROCEEDS OF
SUCH
44
ISSUANCE NO LATER THAN THE BUSINESS DAY FOLLOWING THE DATE OF RECEIPT OF SUCH
NET CASH PROCEEDS AS SET FORTH IN PARAGRAPH (C) BELOW.
(IV)
ANY INSURANCE OR CONDEMNATION PROCEEDS TO BE APPLIED TO THE
OBLIGATIONS IN ACCORDANCE WITH SECTION 5.09 SHALL BE APPLIED AS SET FORTH IN
CLAUSE (C) BELOW.
(V)
NOTHING IN THIS SECTION SHALL BE CONSTRUED TO CONSTITUTE
ADMINISTRATIVE AGENT'S OR ANY LENDER'S CONSENT TO ANY TRANSACTION THAT IS NOT
PERMITTED BY OTHER PROVISIONS OF THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS.
(C) ALL SUCH AMOUNTS PURSUANT TO SECTION 2.12(B)(II), (III) AND (IV) SHALL BE
APPLIED, FIRST TO PREPAY ANY PROTECTIVE ADVANCES THAT MAY BE OUTSTANDING, PRO
RATA, AND SECOND TO PREPAY THE REVOLVING LOANS (INCLUDING SWING LINE LOANS)
WITHOUT A CORRESPONDING REDUCTION IN THE REVOLVING COMMITMENT.
IF THE BORROWER
IS REQUIRED TO MAKE A MANDATORY PREPAYMENT OF ANY EURODOLLAR LOANS UNDER THIS
SECTION 2.12 AT A TIME WHEN NO EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING,
THE BORROWER SHALL HAVE THE RIGHT, IN LIEU OF MAKING SUCH PREPAYMENT IN FULL, TO
DEPOSIT AN AMOUNT EQUAL TO SUCH MANDATORY PREPAYMENT WITH THE ADMINISTRATIVE
AGENT IN A CASH COLLATERAL ACCOUNT MAINTAINED (PURSUANT TO DOCUMENTATION
REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT) BY THE BORROWER WITH, AND
UNDER THE SOLE DOMINION AND CONTROL OF, THE ADMINISTRATIVE AGENT.
ANY AMOUNTS
SO DEPOSITED SHALL BE HELD BY THE ADMINISTRATIVE AGENT AS COLLATERAL FOR SUCH
EURODOLLAR LOANS AND SHALL BE APPLIED TO THE PREPAYMENT OF THE APPLICABLE
EURODOLLAR LOANS AT THE EARLIER OF THE END OF THE CURRENT INTEREST PERIODS
APPLICABLE THERETO OR, AT THE ADMINISTRATIVE AGENT'S ELECTION, IF AN EVENT OF
DEFAULT IS IN EXISTENCE.
AT THE REQUEST OF THE BORROWER, AMOUNTS SO DEPOSITED
SHALL BE INVESTED BY THE ADMINISTRATIVE AGENT IN PERMITTED INVESTMENTS MATURING
ON OR PRIOR TO THE END