AND CANADIAN
FACILITY AGENT, IN THE AMOUNTS AND AT THE TIMES SPECIFIED THEREIN.
2.4
PAYMENTS AND PREPAYMENTS.
(A)
MANNER AND TIME OF PAYMENT.
IN ITS SOLE
DISCRETION, AGENT MAY ELECT TO HONOR THE AUTOMATIC REQUESTS BY BORROWER FOR
REVOLVING ADVANCES FOR ALL PRINCIPAL, LETTER OF CREDIT REIMBURSEMENT
OBLIGATIONS, INTEREST, FEES, COMPENSATION AND ANY OTHER AMOUNTS DUE HEREUNDER OR
UNDER ANY OF THE OTHER LOAN DOCUMENTS ON THEIR APPLICABLE DUE DATES PURSUANT TO
SUBSECTION 2.1 (F), UP TO THE REVOLVING LOAN COMMITMENT OF ALL REVOLVING LOAN
LENDERS, AND THE PROCEEDS OF EACH SUCH REVOLVING ADVANCE, IF MADE, SHALL BE
APPLIED AS A DIRECT PAYMENT OF THE RELEVANT OBLIGATION.
TO THE EXTENT SUCH
AMOUNTS EXCEED THE REVOLVING LOAN COMMITMENT OF ALL REVOLVING LOAN LENDERS, OR
IF AGENT ELECTS TO BILL BORROWER FOR ANY AMOUNT DUE HEREUNDER OR UNDER ANY OF
THE OTHER LOAN DOCUMENTS, SUCH AMOUNT SHALL BE IMMEDIATELY DUE AND PAYABLE WITH
INTEREST THEREON AS PROVIDED HEREIN.
ALL PAYMENTS MADE BY BORROWER WITH RESPECT
TO THE OBLIGATIONS SHALL BE MADE WITHOUT DEDUCTION, DEFENSE, SETOFF OR
COUNTERCLAIM.
ALL PAYMENTS TO AGENT HEREUNDER SHALL, UNLESS OTHERWISE DIRECTED
BY AGENT, BE MADE TO AGENT'S ACCOUNT OR IN ACCORDANCE WITH SUBSECTION 4.25, IN
EACH CASE IN IMMEDIATELY AVAILABLE FUNDS.
ALL PAYMENTS REMITTED TO AGENT'S
ACCOUNT IN IMMEDIATELY AVAILABLE FUNDS SHALL BE CREDITED TO THE OBLIGATIONS ON
THE BUSINESS DAY RECEIVED; PROVIDED, THAT, SOLELY FOR THE PURPOSE OF COMPUTING
INTEREST, PAYMENTS RECEIVED IN ACCORDANCE WITH THIS SENTENCE FOR APPLICATION TO
THE REVOLVING LOAN SHALL BE APPLIED TO THE REVOLVING LOAN ONE (1) BUSINESS DAY
FOLLOWING AGENT'S RECEIPT THEREOF IN IMMEDIATELY AVAILABLE FUNDS.
(B)
MANDATORY PREPAYMENTS.
(1)
OVERADVANCE.
SUBJECT TO SUBSECTION 9.9, AT
ANY TIME THAT THE REVOLVING LOAN EXCEEDS THE MAXIMUM REVOLVING LOAN AMOUNT,
BORROWER SHALL, IMMEDIATELY REPAY THE REVOLVING LOAN TO THE EXTENT NECESSARY TO
REDUCE THE AGGREGATE PRINCIPAL BALANCE TO AN AMOUNT EQUAL TO OR LESS THAN THE
MAXIMUM REVOLVING LOAN AMOUNT.
(2)
PREPAYMENTS FROM PROCEEDS OF ASSET
DISPOSITIONS.
IMMEDIATELY UPON RECEIPT BY BORROWER OR ANY OF ITS SUBSIDIARIES
OF ANY NET PROCEEDS (EXCLUDING NET PROCEEDS RECEIVED BY BEACON CANADA TO THE
EXTENT REQUIRED TO REDUCE THE OUTSTANDING PRINCIPAL BALANCE OF THE CANADIAN
FACILITY CREDIT AGREEMENT) IN EXCESS OF $100,000 IN THE AGGREGATE DURING ANY
FISCAL YEAR, BORROWER SHALL PREPAY THE OBLIGATIONS IN AN AMOUNT EQUAL TO SUCH
PROCEEDS.
ALL SUCH PREPAYMENTS SHALL BE APPLIED TO THE LOANS IN ACCORDANCE WITH
SUBSECTION 2.5; PROVIDED, HOWEVER, IF BORROWER REASONABLY EXPECTS THE NET
PROCEEDS OF ANY ASSET DISPOSITION TO BE REINVESTED WITHIN ONE HUNDRED EIGHTY
(180) DAYS TO REPAIR OR REPLACE SUCH ASSETS WITH LIKE ASSETS, BORROWER SHALL
DELIVER THE PROCEEDS TO AGENT TO BE APPLIED TO THE REVOLVING LOAN AND AGENT
SHALL ESTABLISH A RESERVE AGAINST AVAILABLE FUNDS FOR BORROWING PURPOSES UNDER
THE REVOLVING LOAN FOR SUCH AMOUNT, UNTIL SUCH TIME AS SUCH PROCEEDS HAVE BEEN
RE-BORROWED OR APPLIED TO OTHER OBLIGATIONS AS SET FORTH HEREIN.
IF BORROWER SO
ELECTS TO DELIVER SUCH PROCEEDS TO AGENT, BORROWER MAY, SO LONG AS NO DEFAULT OR
EVENT