ACCRUED AND UNPAID FEES THEREON TO
BE HELD AS COLLATERAL FOR THE LC EXPOSURE.
SUCH ACCOUNT SHALL BE ADMINISTERED
IN ACCORDANCE WITH SECTION 2.22(G) HEREOF.
IF AT ANY TIME THE REVOLVING LOANS TO THE CO-BORROWER EXCEEDS THE CO-BORROWER
SUBFACILITY AMOUNT, AS REDUCED PURSUANT TO SECTION 2.8 OR OTHERWISE, THE
CO-BORROWER SHALL IMMEDIATELY REPAY REVOLVING LOANS IN AN AMOUNT EQUAL TO SUCH
EXCESS, TOGETHER WITH ALL ACCRUED AND UNPAID INTEREST ON SUCH EXCESS AMOUNT AND
ANY AMOUNTS DUE UNDER SECTION 2.17.
EACH PREPAYMENT OF A BORROWING SHALL BE
APPLIED RATABLY TO THE REVOLVING BASE RATE LOANS TO THE FULL EXTENT THEREOF, AND
FINALLY TO REVOLVING EURODOLLAR LOANS TO THE FULL EXTENT THEREOF.
Immediately upon receipt by the Borrower of proceeds of the sale or disposition
by the Borrower or any of its Subsidiaries of any of their assets, the total
consideration of which exceeds $10,000,000 in the aggregate (including
condemnation proceeds), the Borrower shall prepay the Loans and deposit cash
collateral for the LC Exposure in an amount equal to all such proceeds, net of
commissions, taxes paid or reasonably estimated by the Borrower to be payable in
connection with such transaction in the current year or the immediately
following year and other reasonable and customary transaction costs, fees and
expenses properly attributable to such transaction and payable by the
Borrower
in connection therewith (in each case, paid to non-Affiliates).
Any such
prepayment shall be applied in accordance with paragraph (e) below.
IF
THE BORROWER ISSUES ANY CAPITAL STOCK, ANY OTHER EQUITY INTERESTS, OR ANY
DEBT SECURITIES, THEN NO LATER THAN THE BUSINESS DAY FOLLOWING THE DATE OF
RECEIPT OF THE PROCEEDS THEREOF, THE BORROWER SHALL PREPAY THE LOANS AND DEPOSIT
CASH COLLATERAL FOR THE LC EXPOSURE IN AN AMOUNT EQUAL TO ALL SUCH PROCEEDS, NET
OF UNDERWRITING DISCOUNTS AND COMMISSIONS AND OTHER REASONABLE COSTS PAID TO
NON-AFFILIATES IN CONNECTION THEREWITH.
ANY SUCH PREPAYMENT SHALL BE APPLIED IN
ACCORDANCE WITH PARAGRAPH (E) BELOW.
ANY PREPAYMENTS MADE BY THE BORROWER PURSUANT TO PARAGRAPHS (C) OR (D) ABOVE
SHALL BE APPLIED AS FOLLOWS: FIRST, TO FEES AND REIMBURSABLE EXPENSES OF THE
ADMINISTRATIVE AGENT THEN DUE AND PAYABLE PURSUANT TO ANY OF THE LOAN DOCUMENTS;
SECOND, TO ALL OTHER FEES (OTHER THAN LC FEES) AND REIMBURSABLE EXPENSES OF THE
LENDERS THEN DUE AND PAYABLE PURSUANT TO ANY OF THE LOAN DOCUMENTS, PRO RATA TO
THE LENDERS BASED ON THEIR RESPECTIVE PRO RATA SHARES OF THEREOF; THIRD, TO
INTEREST AND LC FEES THEN DUE AND PAYABLE ON LOANS MADE TO THE BORROWER AND
LETTERS OF CREDIT ISSUED FOR THE ACCOUNT OF THE BORROWER, PRO RATA TO THE
LENDERS BASED ON THEIR RESPECTIVE PRO RATA
SHARES THEREOF; FOURTH, TO THE PRINCIPAL BALANCE OF THE REVOLVING LOANS AND ANY
UNREIMBURSED LC DISBURSEMENTS UNTIL THE SAME SHALL HAVE BEEN PAID IN FULL, PRO
RATA TO THE LENDERS BASED ON THEIR RESPECTIVE PRO RATA SHARES THEREOF; AND
FIFTH, TO AN ACCOUNT WITH THE ADMINISTRATIVE AGENT IN THE NAME OF THE
ADMINISTRATIVE AGENT AND FOR THE BENEFIT OF THE