PROMPTLY NOTIFY EACH AFFECTED LENDER OF THE CONTENTS THEREOF AND OF SUCH
LENDER'S PRO RATA SHARE OF ANY SUCH PREPAYMENT. IF SUCH NOTICE IS GIVEN, THE
AGGREGATE AMOUNT SPECIFIED IN SUCH NOTICE SHALL BE DUE AND PAYABLE ON THE DATE
DESIGNATED IN SUCH NOTICE, TOGETHER WITH ACCRUED INTEREST TO SUCH DATE ON THE
AMOUNT SO PREPAID IN ACCORDANCE WITH SECTION 2.14(D); PROVIDED, THAT IF A
EURODOLLAR BORROWING IS PREPAID ON A DATE OTHER THAN THE LAST DAY OF AN INTEREST
PERIOD APPLICABLE THERETO, THE BORROWER SHALL ALSO PAY ALL AMOUNTS REQUIRED
PURSUANT TO SECTION 2.20. EACH PARTIAL PREPAYMENT OF ANY LOAN (OTHER THAN A
SWINGLINE LOAN) SHALL BE IN AN A MINIMUM AMOUNT OF $100,000 AND SHALL BE AN
INTEGRAL MULTIPLE OF $50,000. EACH PREPAYMENT OF A BORROWING SHALL BE APPLIED
RATABLY TO THE LOANS COMPRISING SUCH BORROWING, AND IN THE CASE OF A PREPAYMENT
OF A TERM LOAN BORROWING, TO PRINCIPAL INSTALLMENTS IN INVERSE ORDER OF
MATURITY.
SECTION 2.13.
MANDATORY PREPAYMENTS.
(A)
WITHIN THREE BUSINESS DAYS OF RECEIPT BY THE BORROWER OR ANY OF
ITS SUBSIDIARIES OF PROCEEDS IN EXCESS OF $25,000 OF ANY SALE OR DISPOSITION BY
THE BORROWER OR SUCH SUBSIDIARY OF ANY OF ITS ASSETS (EXCLUDING (I) SALES OF
INVENTORY IN THE ORDINARY COURSE OF BUSINESS, (II) SALES OF WORN-OUT, SURPLUS OR
OBSOLETE EQUIPMENT, (III) SALES OF ASSETS THE PROCEEDS OF WHICH ARE INVESTED OR
COMMITTED TO BE INVESTED INTO THE BUSINESSES OF THE BORROWER AND ITS
SUBSIDIARIES WITHIN 180 DAYS AFTER SUCH ASSETS ARE SOLD, (IV) INSURANCE PROCEEDS
(LESS ANY COSTS OF RECOVERY) WHICH ARE INVESTED OR COMMITTED TO BE INVESTED INTO
THE BUSINESS OF THE BORROWER AND ITS SUBSIDIARIES WITHIN 180 DAYS OF RECEIPT,
(V) SALES OR LIQUIDATIONS OF PERMITTED INVESTMENTS, (VI) SALES OF ACCOUNTS
RECEIVABLE IN CONNECTION WITH SETTLEMENT OR COLLECTION AND (VII) SO LONG AS NO
EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING, OTHER SALES OF ASSETS OF THE
BORROWER OR ANY OF ITS SUBSIDIARIES WITH AN AGGREGATE BOOK VALUE NOT TO EXCEED
$5,000,000 IN ANY FISCAL YEAR) THE BORROWER SHALL PREPAY THE LOANS IN AN AMOUNT
EQUAL TO ALL SUCH PROCEEDS, NET OF COMMISSIONS AND OTHER REASONABLE, TAXES,
RESERVES FOR PURCHASE PRICE ADJUSTMENTS AND POST-CLOSING OBLIGATIONS, AND
CUSTOMARY TRANSACTION COSTS, FEES AND EXPENSES PROPERLY ATTRIBUTABLE TO SUCH
TRANSACTION AND PAYABLE BY SUCH BORROWER IN CONNECTION THEREWITH (IN EACH CASE,
PAID TO NON-AFFILIATES). ANY SUCH PREPAYMENT SHALL BE APPLIED IN ACCORDANCE WITH
SECTION 2.13(D).
(B)
IF THE BORROWER OR ANY OF ITS SUBSIDIARIES ISSUES ANY DEBT OR
EQUITY SECURITIES (OTHER THAN INDEBTEDNESS PERMITTED UNDER SECTION 7.1, EQUITY
SECURITIES ISSUED BY A SUBSIDIARY OF THE BORROWER TO THE BORROWER OR ANOTHER
SUBSIDIARY OR EQUITY SECURITIES TRANSFERRED OR ALLOCATED TO THE BORROWER'S ESOP
OR STOCK OPTION PLANS) THEN NO LATER THAN THREE BUSINESS DAYS FOLLOWING THE DATE
OF RECEIPT OF THE PROCEEDS THEREOF, BORROWER SHALL PREPAY THE LOANS IN AN AMOUNT
EQUAL TO 50%, IN THE CASE OF EQUITY SECURITIES, AND 100% IN THE CASE OF DEBT
SECURITIES, OF ALL SUCH PROCEEDS, NET