(360) DAYS OF THE RECEIPT THEREOF (OR WITHIN SUCH
LONGER PERIOD AS MAY BE AGREED TO IN WRITING BY ADMINISTRATIVE AGENT IN ITS SOLE
DISCRETION), IN REPLACEMENT FIXED ASSETS OF A KIND THEN USED OR USABLE IN THE
BUSINESS OF SUCH CREDIT PARTY (OR TO FUND A PERMITTED ACQUISITION) SO LONG AS
(I) BORROWER NOTIFIES ADMINISTRATIVE AGENT OF ITS INTENT TO REINVEST AT THE TIME
SUCH PROCEEDS ARE RECEIVED AND (II) SUCH PROCEEDS ARE PAID TO ADMINISTRATIVE
AGENT AND (1) ARE APPLIED BY ADMINISTRATIVE AGENT AGAINST THE OUTSTANDING
BALANCE OF THE REVOLVING LOANS (WITH A RESERVE IN SUCH AMOUNT TO BE ESTABLISHED
AGAINST THE REVOLVING LOAN COMMITMENT UNTIL SUCH TIME AS BORROWER REINVESTS SUCH
PROCEEDS) AND (2) AT ANY TIME WHEN THE REVOLVING LOAN BALANCE HAS BEEN REDUCED
TO ZERO, ARE HELD BY ADMINISTRATIVE AGENT IN A CASH COLLATERAL ACCOUNT
MAINTAINED (PURSUANT TO DOCUMENTATION REASONABLY SATISFACTORY TO ADMINISTRATIVE
AGENT) BY BORROWER WITH, AND UNDER THE SOLE DOMINION AND CONTROL OF,
ADMINISTRATIVE AGENT (AT THE REQUEST OF BORROWER, AMOUNTS SO DEPOSITED SHALL BE
INVESTED BY ADMINISTRATIVE AGENT IN CASH
25
EQUIVALENTS AND ANY EARNINGS ON SUCH CASH EQUIVALENTS WILL BE FOR THE ACCOUNT
OF BORROWER) UNTIL SUCH TIME AS BORROWER REINVESTS SUCH PROCEEDS.
IF THE
APPLICABLE CREDIT PARTY DOES NOT INTEND TO SO REINVEST SUCH NET CASH PROCEEDS,
OR IF THE TIME PERIOD SET FORTH IN THE IMMEDIATELY PRECEDING SENTENCE EXPIRES
WITHOUT SUCH CREDIT PARTY HAVING REINVESTED SUCH NET CASH PROCEEDS, BORROWER
SHALL PREPAY THE LOANS IN AN AMOUNT EQUAL TO SUCH NET CASH PROCEEDS; AND
(E)
EXTRAORDINARY RECEIPTS.
UPON RECEIPT BY ANY CREDIT PARTY OF ANY
EXTRAORDINARY RECEIPTS, AN AMOUNT EQUAL TO ONE HUNDRED PERCENT (100%) OF SUCH
EXTRAORDINARY RECEIPTS.
SECTION 2.4
OPTIONAL PREPAYMENTS OF TERM LOAN B.
Subject to the provisions of Section 2.5(a) and Section 2.12(f)(iv), Borrower
may from time to time, with at least two (2) Business Days (or such shorter
period as may be agreed to by Administrative Agent in its sole discretion) prior
delivery to Administrative Agent of an appropriately completed Payment
Notification, prepay Term Loan B in whole or in part; provided that any such
partial prepayment shall be in an amount equal to $100,000 or a higher integral
multiple of $25,000.
SECTION 2.5
ALL PREPAYMENTS.
(A)
GENERAL PROVISIONS.
ANY PREPAYMENT OF A LIBOR LOAN ON A DAY OTHER
THAN THE LAST DAY OF AN INTEREST PERIOD THEREFOR SHALL INCLUDE INTEREST ON THE
PRINCIPAL AMOUNT BEING REPAID AND SHALL BE SUBJECT TO SECTION 2.12(F)(IV).
ALL
PREPAYMENTS OF A LOAN SHALL BE APPLIED FIRST TO THAT PORTION OF SUCH LOAN
COMPRISED OF BASE RATE LOANS AND THEN TO THAT PORTION OF SUCH LOAN COMPRISED OF
LIBOR LOANS, IN DIRECT ORDER OF INTEREST PERIOD MATURITIES.
ALL PREPAYMENTS OF
TERM LOAN B SHALL BE APPLIED TO THE REMAINING INSTALLMENTS THEREOF IN INVERSE
ORDER OF MATURITY.
FOLLOWING THE PAYMENT IN FULL OF TERM LOAN B, ANY REMAINING
AMOUNTS REQUIRED BY SECTION 2.3 TO BE USED TO PREPAY TERM LOAN B SHALL INSTEAD
BE APPLIED FIRST, AS A