PORTION SHALL BE APPLIED
IMMEDIATELY TO THE PREPAYMENT OF THE LOANS IN ACCORDANCE WITH SECTION 2.07(G);
PROVIDED, FURTHER, THAT ANY REPLACEMENT PROPERTY OR ASSETS PURCHASED WITH THE
NET PROCEEDS THEREOF PURSUANT TO THIS SUBSECTION SHALL BE MORTGAGED OR PLEDGED,
AS THE CASE MAY BE, TO THE COLLATERAL AGENT, FOR ITS BENEFIT AND FOR THE BENEFIT
OF THE OTHER SECURED PARTIES IN ACCORDANCE WITH THE SECURITY AGREEMENT.
(G)
ANY PREPAYMENTS OF LOANS PURSUANT TO THIS
SECTION 2.07 SHALL BE MADE: FIRST, TO PREPAY TERM LOANS (APPLIED TO THE
REMAINING SCHEDULED INSTALLMENTS OF PRINCIPAL OF THE TERM LOANS IN THE INVERSE
ORDER OF MATURITY); SECOND, TO PREPAY OUTSTANDING REIMBURSEMENT OBLIGATIONS WITH
RESPECT TO LETTERS OF CREDIT, AND THIRD TO PREPAY THE REVOLVING LOANS TO THE
FULL EXTENT THEREOF (WITHOUT REDUCTION OF COMMITMENTS).
SECTION 2.08
Optional Prepayments.
(A)
OPTIONAL PREPAYMENTS.
THE BORROWER MAY,
UPON NOTICE TO THE ADMINISTRATIVE AGENT IN ACCORDANCE WITH SECTION 2.08(B), (I)
PREPAY ANY TERM LOANS ON ANY BUSINESS DAY IN WHOLE OR IN PART IN AN AGGREGATE
MINIMUM AMOUNT OF $1,000,000 AND INTEGRAL MULTIPLES OF $500,000 IN EXCESS OF
THAT AMOUNT OR (II) PREPAY ANY REVOLVING ADVANCE IN WHOLE AT ANY TIME, OR FROM
TIME TO TIME IN PART, IN AMOUNTS AGGREGATING $100,000 OR ANY LARGER MULTIPLE
THEREOF, BY PAYING THE PRINCIPAL AMOUNT TO BE PREPAID TOGETHER WITH ACCRUED
INTEREST THEREON TO THE DATE OF PREPAYMENT AND ALL AMOUNTS THEN OWING UNDER
SECTION 2.12 IN RESPECT OF SUCH PREPAYMENT.
EACH SUCH OPTIONAL PREPAYMENT IN
RESPECT OF TERM LOANS SHALL BE APPLIED TO PREPAY RATABLY THE TERM LOANS OF THE
SEVERAL TERM LOAN LENDERS AND EACH SUCH OPTIONAL PREPAYMENT IN RESPECT OF
REVOLVING ADVANCES SHALL BE APPLIED TO PREPAY RATABLY THE REVOLVING ADVANCES OF
THE SEVERAL REVOLVING LENDERS.
(B)
NOTICE OF PREPAYMENT.
IN THE CASE OF ANY
OPTIONAL PREPAYMENT PURSUANT TO THIS SECTION 2.08, THE BORROWER SHALL GIVE THE
ADMINISTRATIVE AGENT PRIOR NOTICE, OF ONE DOMESTIC BUSINESS DAY IN THE CASE OF
THE PREPAYMENT OF BASE RATE ADVANCES AND OF THREE DOMESTIC BUSINESS DAYS IN THE
CASE OF THE PREPAYMENT OF EURODOLLAR RATE ADVANCES, STATING THE PROPOSED DATE
AND AGGREGATE PRINCIPAL AMOUNT OF SUCH PREPAYMENT.
UPON RECEIPT OF A NOTICE OF
PREPAYMENT PURSUANT TO THIS SECTION 2.08, THE ADMINISTRATIVE AGENT SHALL
PROMPTLY NOTIFY EACH LENDER OF THE CONTENTS THEREOF AND OF SUCH LENDER'S RATABLE
SHARE OF SUCH PREPAYMENT AND SUCH NOTICE SHALL NOT THEREAFTER BE REVOCABLE BY
THE BORROWER.
SECTION 2.09
Letters of Credit.
(A)
SUBJECT TO THE TERMS AND CONDITIONS HEREOF,
THE ISSUING BANK AGREES TO ISSUE TRADE OR STANDBY LETTERS OF CREDIT HEREUNDER
FROM TIME TO TIME BEFORE THE 30TH DAY BEFORE THE REVOLVING FACILITY TERMINATION
DATE UPON THE REQUEST OF THE BORROWER (THE "LETTERS OF CREDIT"); PROVIDED THAT,
IMMEDIATELY
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AFTER EACH LETTER OF CREDIT IS ISSUED, (I) THE AGGREGATE AMOUNT OF THE LETTER OF
CREDIT OBLIGATIONS SHALL NOT EXCEED THE LESSER OF $5,000,000 AND THE AGGREGATE
AMOUNT OF ALL REVOLVING FACILITY COMMITMENTS AND (II) THE AGGREGATE AMOUNT OF
THE LETTER OF CREDIT OBLIGATIONS PLUS THE