OF THAT EVENT;
(II)
UPON THE AGENT NOTIFYING THE BORROWER, THE COMMITMENT OF THAT
LENDER WILL BE CANCELLED ON THE EARLIER OF IMMEDIATELY OR ON THE DATE (IF
APPLICABLE) REQUIRED BY LAW; AND
(III)
THE BORROWER SHALL REPAY THAT LENDER'S PARTICIPATION IN ANY
ADVANCES OR OBLIGATIONS TO THAT BORROWER PROMPTLY AFTER THE AGENT HAS NOTIFIED
THE BORROWER OR, IF EARLIER, THE DATE SPECIFIED BY THE LENDER IN THE NOTICE
DELIVERED TO THE AGENT (BEING NO EARLIER THAN THE LAST DAY OF ANY APPLICABLE
GRACE PERIOD PERMITTED BY LAW).
(C)
IF A CHANGE OF CONTROL OCCURS THAT HAS NOT BEEN CONSENTED TO IN
WRITING BY THE AGENT PRIOR TO CONSUMMATION THEREOF, OR ANY CREDIT PARTY OR ANY
SUBSIDIARY OF ANY CREDIT PARTY (OTHER THAN TO THE EXTENT ANY CREDIT PARTY IS
OBLIGED TO APPLY SUCH PROCEEDS IN ACCORDANCE WITH THE TERMS OF THE TERM LOAN
AGREEMENT), WHETHER IN A SINGLE TRANSACTION OR A SERIES OF TRANSACTIONS:
(I)
SELLS OR TRANSFERS ANY PROPERTY (OTHER THAN ANY QUALIFIED ASSET
SALE);
(II)
SELLS OR ISSUES ANY CAPITAL STOCK (EXCLUDING SALES OR ISSUANCES
OF PERMITTED SECURITIES TO THE EXTENT NO DEFAULT OR EVENT OF DEFAULT HAS
OCCURRED AND IS CONTINUING OR WOULD BE CAUSED THEREBY OR RESULT THEREFROM, BUT
SPECIFICALLY INCLUDING ANY SALE OR ISSUANCE OF CAPITAL STOCK PURSUANT TO A
PUBLIC OFFERING);
(III)
RECEIVES ANY PROPERTY DAMAGE INSURANCE AWARD OR ANY OTHER
INSURANCE PROCEEDS OF ANY KIND, INCLUDING, WITHOUT LIMITATION, PROCEEDS FROM ANY
LIFE INSURANCE (INCLUDING THE LIFE INSURANCE POLICY) OR BUSINESS INTERRUPTION
INSURANCE IN EXCESS OF AN AMOUNT EQUAL TO $100,000; OR
(IV)
INCURS ANY INDEBTEDNESS OTHER THAN PERMITTED INDEBTEDNESS,
THEN BORROWER SHALL PREPAY THE LOANS AND THE OTHER OBLIGATIONS IN AN AMOUNT
EQUAL TO ONE HUNDRED PERCENT (100%) OF THE NET PROCEEDS RECEIVED BY THE CREDIT
PARTIES AND THEIR SUBSIDIARIES IN CONNECTION THEREWITH (OR SUCH LESSER AMOUNT AS
IS REQUIRED TO IRREVOCABLY PAY IN CASH IN FULL THE OBLIGATIONS), WHICH
PREPAYMENT SHALL BE APPLIED THERETO IN ACCORDANCE WITH THIS SECTION 2.5(C);
PROVIDED, THAT, THE FOREGOING NOTWITHSTANDING, IF BORROWER REASONABLY EXPECTS
THE NET PROCEEDS OF ANY SUCH SALE OR TRANSFER IN RESPECT OF THE FOREGOING CLAUSE
(I) OR ANY SUCH PROPERTY DAMAGE INSURANCE AWARD UNDER THE FOREGOING CLAUSE
(III), OR A PORTION THEREOF, TO BE REINVESTED IN PRODUCTIVE ASSETS OF A KIND
THEN USED OR USABLE IN THE BUSINESS, AND, WITHIN ONE HUNDRED EIGHTY (180) DAYS
AFTER SUCH OCCURRENCE, ENTERS INTO A BINDING COMMITMENT TO MAKE SUCH
REINVESTMENT (WHICH REINVESTMENT SHALL BE MADE WITHIN TWO HUNDRED SEVENTY (270)
DAYS AFTER SUCH OCCURRENCE), THEN BORROWER SHALL DELIVER AN AMOUNT EQUAL TO SUCH
NET PROCEEDS, OR APPLICABLE PORTION THEREOF, TO AGENT TO BE, AT AGENT'S
ELECTION, (X) APPLIED TO THE REVOLVING LOANS (WITHOUT RESULTING IN A PERMANENT
REDUCTION IN THE REVOLVING LOAN COMMITMENT) OR (Y) HELD BY AGENT IN A CASH
COLLATERAL ACCOUNT PENDING SUCH REINVESTMENT.
6
(D)
ALL PREPAYMENTS PURSUANT TO THIS SECTION 2.5(B) AND 2.5(C) SHALL
BE APPLIED IN THE FOLLOWING ORDER OF PRIORITY:
FIRST, TO ALL THEN UNPAID FEES
AND EXPENSES