the right to
continue, any Borrowing as LIBOR Loans, in each case as provided above, such
Borrowing shall automatically be converted to, or continued as, as applicable, a
Borrowing of Base Rate Loans at the expiration of the then-current Interest
Period.
The Administrative Agent shall, after it receives notice from any
Borrower, promptly give each Lender notice of any conversion, in whole or part,
of any Loan made by such Lender.
SECTION 2.18
Mandatory Prepayment; Cash
Collateral.
The outstanding Obligations shall be subject to mandatory
prepayment as follows:
(A)
IF AT ANY TIME THE AMOUNT OF THE CREDIT
EXTENSIONS EXCEEDS THE LINE CAP, THE BORROWERS WILL IMMEDIATELY (A) PREPAY THE
LOANS IN AN AMOUNT NECESSARY TO ELIMINATE SUCH EXCESS, AND (B) IF, AFTER GIVING
EFFECT TO THE PREPAYMENT IN FULL OF ALL OUTSTANDING LOANS SUCH EXCESS HAS NOT
BEEN ELIMINATED, DEPOSIT CASH INTO THE CASH COLLATERAL ACCOUNT IN AN AMOUNT
EQUAL TO SUCH EXCESS.
(B)
TO THE EXTENT REQUIRED PURSUANT TO
SECTION 2.21(B), THE REVOLVING LOANS SHALL BE REPAID DAILY IN ACCORDANCE WITH
THE PROVISIONS OF SAID SECTION 2.21(B).
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(C)
SUBJECT TO THE TERMS OF THE INTERCREDITOR AGREEMENT, ANY NET
PROCEEDS RECEIVED FROM A PREPAYMENT EVENT, WHETHER OR NOT A CASH CONTROL EVENT
THEN EXISTS, SHALL BE PAID OVER TO THE ADMINISTRATIVE AGENT ON RECEIPT BY THE
BORROWERS AND SHALL BE UTILIZED TO PREPAY THE LOANS IN THE ORDER OF PRIORITY SET
FORTH IN SECTION 2.22 OR SECTION 7.4, AS APPLICABLE.
THE AGENTS SHALL NOT BE
OBLIGATED TO RELEASE THEIR LIENS ON ANY COLLATERAL INCLUDED IN SUCH PREPAYMENT
EVENT UNTIL SUCH NET PROCEEDS HAVE BEEN SO RECEIVED.
THE APPLICATION OF SUCH
NET PROCEEDS TO THE LOANS SHALL NOT REDUCE THE COMMITMENTS.
IF ALL LOAN
AGREEMENT OBLIGATIONS ARE PAID, ANY EXCESS NET PROCEEDS SHALL BE REMITTED TO THE
OPERATING ACCOUNT OF THE BORROWERS MAINTAINED WITH THE ADMINISTRATIVE AGENT.
(D)
SUBJECT TO THE FOREGOING, OUTSTANDING BASE RATE LOANS SHALL BE
PREPAID BEFORE OUTSTANDING LIBOR LOANS ARE PREPAID.
EACH PARTIAL PREPAYMENT OF
LIBOR LOANS SHALL BE IN AN INTEGRAL MULTIPLE OF $5,000,000.
NO PREPAYMENT OF
LIBOR LOANS SHALL BE PERMITTED PURSUANT TO THIS SECTION 2.18 OTHER THAN ON THE
LAST DAY OF AN INTEREST PERIOD APPLICABLE THERETO, UNLESS THE BORROWERS
SIMULTANEOUSLY REIMBURSE THE LENDERS FOR ALL "BREAKAGE COSTS" (AS DEFINED IN
SECTION 2.19, BELOW) ASSOCIATED THEREWITH.
IN ORDER TO AVOID SUCH BREAKAGE
COSTS, AS LONG AS NO EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING, AT THE
REQUEST OF THE BORROWERS, THE ADMINISTRATIVE AGENT SHALL HOLD ALL AMOUNTS
REQUIRED TO BE APPLIED TO LIBOR LOANS IN THE CASH COLLATERAL ACCOUNT AND WILL
APPLY SUCH FUNDS TO THE APPLICABLE LIBOR LOANS AT THE END OF THE THEN PENDING
INTEREST PERIOD THEREFOR (PROVIDED, THAT THE FOREGOING SHALL IN NO WAY LIMIT OR
RESTRICT THE AGENTS' RIGHTS UPON THE SUBSEQUENT OCCURRENCE OF AN EVENT OF
DEFAULT).
NO PARTIAL PREPAYMENT OF A BORROWING OF LIBOR LOANS SHALL RESULT IN
THE AGGREGATE PRINCIPAL AMOUNT OF THE LIBOR LOANS REMAINING OUTSTANDING PURSUANT
TO SUCH BORROWING BEING LESS