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
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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 made hereunder or under any Note shall be
stated to be due on a day which is not a Business Day,