BY THE
BORROWER IN ACCORDANCE WITH SECTION 2.9.
THE BORROWER MAY SELECT, IN ACCORDANCE
WITH SECTION 2.9, RATE OPTIONS AND INTEREST PERIODS APPLICABLE TO PORTIONS OF
THE LOANS; PROVIDED THAT THERE SHALL BE NO MORE THAN TEN (10) INTEREST PERIODS
IN EFFECT WITH RESPECT TO ALL OF THE LOANS AT ANY TIME.
2.4
OPTIONAL PAYMENTS; MANDATORY
PREPAYMENTS/REPAYMENTS.
24
(A)
OPTIONAL PAYMENTS.
THE BORROWER MAY FROM TIME
TO TIME AND AT ANY TIME UPON AT LEAST ONE (1 ) BUSINESS DAY'S PRIOR WRITTEN
NOTICE REPAY OR PREPAY, WITHOUT PENALTY OR PREMIUM ALL OR ANY PART OF
OUTSTANDING FLOATING RATE ADVANCES IN AN AGGREGATE MINIMUM AMOUNT OF $1,000,000
AND IN INTEGRAL MULTIPLES OF $500,000 IN EXCESS THEREOF.
EURODOLLAR RATE
ADVANCES MAY BE VOLUNTARILY REPAID OR PREPAID PRIOR TO THE LAST DAY OF THE
APPLICABLE INTEREST PERIOD, SUBJECT TO THE INDEMNIFICATION PROVISIONS CONTAINED
IN SECTION 4.4 IN AN AGGREGATE MINIMUM AMOUNT OF $1,000,000 AND IN INTEGRAL
MULTIPLES OF $500,000 IN EXCESS THEREOF, PROVIDED, THAT THE BORROWER MAY NOT SO
PREPAY EURODOLLAR RATE ADVANCES UNLESS IT SHALL HAVE PROVIDED AT LEAST THREE (3)
BUSINESS DAYS' PRIOR WRITTEN NOTICE TO THE ADMINISTRATIVE AGENT OF SUCH
PREPAYMENT.
(B)
MANDATORY PREPAYMENTS OF REVOLVING AND TERM
LOANS.
(I)
IF AT ANY TIME AND FOR ANY REASON THE
REVOLVING CREDIT OBLIGATIONS OR TERM LOAN CREDIT OBLIGATIONS ARE GREATER THAN
THE AGGREGATE REVOLVING LOAN COMMITMENT OR AGGREGATE TERM LOAN COMMITMENT, AS
THE CASE MAY BE, THE BORROWER SHALL IMMEDIATELY MAKE A MANDATORY PREPAYMENT OF
THE RESPECTIVE OBLIGATIONS IN AN AMOUNT EQUAL TO SUCH EXCESS;
(II)
IN ADDITION TO ANY OTHER MANDATORY
REPAYMENTS PURSUANT TO THIS SECTION 2.4, ON EACH DATE AFTER THE DATE OF THIS
AGREEMENT BORROWER OR ANY SUBSIDIARY RECEIVED PROCEEDS FROM THE FOLLOWING
TRANSACTIONS, BORROWER SHALL MAKE THE FOLLOWING MANDATORY PREPAYMENTS FIRST TO
REPAYMENT OF THE TERM LOAN AND THEREAFTER TO REPAYMENT OF THE REVOLVING LOANS;
(W)
AN AMOUNT EQUAL TO 80% OF THE NET SALE
PROCEEDS OF ANY ASSET SALE SUBJECT TO AN ALLOWANCE FOR LIKE-KIND EXCHANGES IN AN
AGGREGATE AMOUNT NOT TO EXCEED $5,000,000 IN ANY FISCAL YEAR;
(X)
AN AMOUNT EQUAL TO 100% OF NET RECOVERY
EVENT PROCEEDS RECEIVED FROM ANY RECOVERY EVENT, PROVIDED THAT SO LONG AS NO
EVENT OF DEFAULT THEN EXISTS, SUCH NET RECOVERY EVENT PROCEEDS SHALL NOT BE
REQUIRED TO BE SO APPLIED ON SUCH DATE TO THE EXTENT THAT BORROWER HAS DELIVERED
A CERTIFICATE TO THE ADMINISTRATIVE AGENT ON OR PRIOR TO SUCH DATE STATING THAT
SUCH PROCEEDS SHALL BE USED (OR CONTRACTUALLY COMMITTED TO BE USED) WITHIN 180
DAYS FOLLOWING THE DATE OF RECEIPT OF SUCH NET RECOVERY EVENT PROCEEDS FROM SUCH
RECOVERY EVENT TO REPLACE OR RESTORE ANY PROPERTIES OR ASSETS IN RESPECT OF
WHICH SUCH NET RECOVERY EVENT PROCEEDS WERE PAID (WHICH CERTIFICATE SHALL SET
FORTH THE ESTIMATES OF THE PROCEEDS TO BE SO EXPENDED), AND PROVIDED FURTHER,
THAT IF ALL OR ANY PORTION OF SUCH NET RECOVERY EVENT PROCEEDS ARE NOT SO USED
(OR CONTRACTUALLY COMMITTED TO BE USED) WITHIN SUCH 180-DAY PERIOD, SUCH
REMAINING