OR IF THE PERIOD
SET FORTH IN THE IMMEDIATELY PRECEDING SENTENCE EXPIRES WITHOUT SUCH CREDIT
PARTY HAVING REINVESTED SUCH NET CASH PROCEEDS, BORROWERS SHALL PREPAY THE LOANS
IN AN AMOUNT EQUAL TO SUCH NET CASH PROCEEDS.
Any amounts permitted to be reinvested pursuant to the preceding clauses (ii) or
(iv) shall be immediately applied by Borrowers as a prepayment against then
outstanding Revolving Loans, and Agent shall establish a reserve (the
"Reinvestment Reserve") against the Revolving Loan Limit in an amount equal to
such permitted reinvestment amount.
So long as no Event of Default then exists,
Agent shall permit Revolving Loan Borrowings to finance the making of
reinvestments permitted pursuant to the preceding clauses (ii) and (iv), and
shall concurrently reduce the Reinvestment Reserve by an equivalent amount.
Any
remaining portion of the Reinvestment Reserve shall be reduced to zero (0) upon
the expiration of the applicable reinvestment periods pursuant to the preceding
clauses (ii) and (iv).
(D)
OPTIONAL PREPAYMENTS.
BORROWERS MAY FROM TIME TO TIME, ON AT
LEAST ONE (1) BUSINESS DAY'S PRIOR WRITTEN NOTICE TO AGENT SPECIFYING THE DATE
AND AMOUNT OF SUCH PREPAYMENT, PREPAY THE TERM LOAN 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.
NO PAYMENT PURSUANT TO THIS
SECTION 2.1(D) SHALL (EXCEPT AS REFLECTED IN ANY DETERMINATION OF EXCESS CASH
FLOW), REDUCE THE AMOUNT OF ANY PAYMENT REQUIRED BY SECTION 2.1(C).
(E)
ALL PREPAYMENTS.
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 2.3(E)(IV).
ALL
PREPAYMENTS OF A LOAN SHALL BE APPLIED FIRST TO THAT PORTION OF SUCH LOAN
COMPRISED OF PRIME RATE LOANS AND THEN TO THAT PORTION OF SUCH LOAN COMPRISED OF
LIBOR LOANS, IN DIRECT ORDER OF INTEREST PERIOD MATURITIES.
ALL PREPAYMENTS OF
THE TERM LOAN SHALL BE APPLIED PRO RATA TO THE REMAINING INSTALLMENTS THEREOF.
FOLLOWING THE PAYMENT IN FULL OF THE TERM LOAN, ANY REMAINING AMOUNTS REQUIRED
BY SECTION 2.1(C) TO BE USED TO PREPAY THE TERM LOAN SHALL INSTEAD BE APPLIED AS
A REPAYMENT OF THE OUTSTANDING REVOLVING LOANS AND AS A CONCURRENT EQUIVALENT
REDUCTION OF THE REVOLVING LOAN COMMITMENT, PRO RATA AMONG ALL LENDERS HAVING A
REVOLVING LOAN COMMITMENT PERCENTAGE.
Section 2.2
Revolving Loans.
(A)
REVOLVING LOANS AND BORROWINGS.
(I)
ON THE TERMS AND SUBJECT TO THE CONDITIONS SET FORTH HEREIN, EACH
LENDER SEVERALLY AGREES TO MAKE LOANS TO BORROWERS FROM TIME TO TIME AS SET
FORTH HEREIN EQUAL TO SUCH LENDER'S REVOLVING LOAN COMMITMENT PERCENTAGE OF
REVOLVING LOANS ("REVOLVING LOANS") REQUESTED BY BORROWERS HEREUNDER, PROVIDED
THAT AFTER GIVING EFFECT THERETO, THE REVOLVING LOAN OUTSTANDINGS SHALL NOT
EXCEED THE REVOLVING LOAN LIMIT.
WITHIN THE FOREGOING LIMITS, BORROWER MAY
BORROW UNDER THIS SECTION 2.2(A)(I), PREPAY OR REPAY REVOLVING LOANS AS REQUIRED
OR PERMITTED UNDER THIS SECTION 2.2 AND RE-BORROW REVOLVING LOANS PURSUANT TO
THIS SECTION