5.02 SHALL BE MADE ON A PRO RATA BASIS TO THE
LENDERS OF SUCH TRANCHE OF LOANS (BASED UPON THEIR RESPECTIVE RELATIVE
OUTSTANDING PRINCIPAL AMOUNTS OF SUCH LOANS).
WITH RESPECT TO EACH REPAYMENT OF
LOANS REQUIRED BY THIS SECTION 5.02, THE BORROWER MAY DESIGNATE THE TYPES OF
LOANS OF THE RESPECTIVE TRANCHE WHICH ARE TO BE REPAID AND, IN THE CASE OF
EURODOLLAR LOANS, THE SPECIFIC BORROWING OR BORROWINGS OF THE RESPECTIVE TRANCHE
PURSUANT TO WHICH SUCH EURODOLLAR LOANS WERE MADE, PROVIDED THAT:
(I) REPAYMENTS OF EURODOLLAR LOANS PURSUANT TO THIS SECTION 5.02 MAY ONLY BE
MADE ON THE LAST DAY OF AN INTEREST PERIOD APPLICABLE THERETO UNLESS ALL
EURODOLLAR LOANS OF THE RESPECTIVE TRANCHE WITH INTEREST PERIODS ENDING ON SUCH
DATE OF REQUIRED REPAYMENT AND ALL BASE RATE LOANS OF THE RESPECTIVE TRANCHE
HAVE BEEN PAID IN FULL; (II) IF ANY REPAYMENT OF EURODOLLAR LOANS MADE PURSUANT
TO A SINGLE BORROWING SHALL REDUCE THE OUTSTANDING EURODOLLAR LOANS MADE
PURSUANT TO SUCH BORROWING TO AN AMOUNT LESS THAN THE MINIMUM BORROWING AMOUNT
APPLICABLE THERETO, SUCH BORROWING SHALL BE AUTOMATICALLY CONVERTED INTO A
BORROWING OF BASE RATE LOANS ON THE LAST DAY OF THE INTEREST PERIOD THEN
APPLICABLE THERETO UNLESS OTHERWISE REPAID AT OR PRIOR TO THE END OF THE
INTEREST PERIOD THEN IN EFFECT; AND (III) EACH REPAYMENT OF ANY LOANS MADE
PURSUANT TO A BORROWING SHALL BE APPLIED PRO RATA AMONG SUCH LOANS.
IN THE
ABSENCE OF A DESIGNATION BY THE BORROWER AS DESCRIBED IN THE PRECEDING SENTENCE,
THE ADMINISTRATIVE AGENT SHALL, SUBJECT TO THE ABOVE, MAKE SUCH DESIGNATION IN
ITS SOLE DISCRETION.
(I)
IN ADDITION TO ANY OTHER MANDATORY
REPAYMENTS PURSUANT TO THIS SECTION 5.02, (I) ALL THEN OUTSTANDING LOANS OF A
RESPECTIVE TRANCHE (OTHER THAN SWINGLINE LOANS) SHALL BE REPAID IN FULL ON THE
RESPECTIVE MATURITY DATE FOR SUCH TRANCHE OF LOANS, (II) OUTSTANDING SWINGLINE
LOANS SHALL BE REPAID IN FULL ON THE EARLIER OF (X) THE TENTH BUSINESS DAY
FOLLOWING THE DATE OF THE INCURRENCE OF SUCH SWINGLINE LOANS (UNLESS OTHERWISE
AGREED BY THE SWINGLINE LENDER) AND (Y) THE SWINGLINE EXPIRY DATE AND (III) ALL
THEN OUTSTANDING LOANS SHALL BE REPAID IN FULL ON THE DATE ON WHICH THE
REPAYMENT OF THE LOANS IS ACCELERATED PURSUANT TO SECTION 12.
(j)
If any RL Lender becomes a Defaulting
Lender at any time that any Letter of Credit issued by any Issuing Lender is
outstanding, the Borrower shall enter into the applicable Letter of Credit
Back-Stop Arrangements with such Issuing Lender no later than 10 Business Days
after the date such RL Lender becomes a Defaulting Lender.
5.03.
Method and Place of Payment.
Except as otherwise
specifically provided herein, all payments under this Agreement and under any
Note shall be made to the Administrative Agent for the account of the Lender or
Lenders entitled thereto not later than 12:00 Noon (New York City time) on the
date when due and shall be made in Dollars in immediately available funds at the
Payment Office.
Whenever any payment to be