AMORTIZATION PAYMENT DATES OCCURRING AFTER EACH SUCH APPLICABLE
FACILITIES INCREASE AND PRIOR TO THE TERM B MATURITY DATE AND (II) THE REMAINING
OUTSTANDING PRINCIPAL AMOUNT OF ALL TERM B LOANS ON THE TERM B MATURITY DATE.
SECTION 2.09
PREPAYMENTS.
(A)
VOLUNTARY PREPAYMENTS.
THE BORROWER SHALL HAVE THE RIGHT
VOLUNTARILY TO PREPAY LOANS IN WHOLE OR IN PART FROM TIME TO TIME, SUBJECT TO
SECTION 3.05; PROVIDED, HOWEVER, THAT (I) EACH PARTIAL PREPAYMENT OF LOANS SHALL
BE IN A MINIMUM PRINCIPAL AMOUNT OF $1,000,000 OR A WHOLE MULTIPLE OF $500,000
IN EXCESS THEREOF, IN THE CASE OF EURODOLLAR LOANS, AND $500,000 OR A WHOLE
MULTIPLE OF $100,000 IN EXCESS THEREOF, IN THE CASE OF BASE RATE LOANS AND (II)
THE BORROWER SHALL HAVE GIVEN PRIOR WRITTEN OR TELECOPY NOTICE (OR TELEPHONE
NOTICE PROMPTLY CONFIRMED BY WRITTEN OR TELECOPY NOTICE) TO THE ADMINISTRATIVE
AGENT, IN THE CASE OF ANY REVOLVING LOAN WHICH IS A BASE RATE LOAN OR ANY SWING
LINE LOAN, BY 1:00 P.M. (OR 1:30 P.M. IN THE CASE OF SWING LINE LOANS), ON THE
DATE OF PREPAYMENT AND, IN THE CASE OF ANY OTHER LOAN, BY 1:00 P.M., AT LEAST
THREE BUSINESS DAYS PRIOR TO THE DATE OF PREPAYMENT.
EACH NOTICE OF PREPAYMENT
SHALL SPECIFY THE PREPAYMENT DATE, THE PRINCIPAL AMOUNT TO BE PREPAID, WHETHER
THE LOAN TO BE PREPAID IS A REVOLVING LOAN, TERM B LOAN, OR SWING LINE LOAN,
WHETHER THE LOAN TO BE PREPAID IS A EURODOLLAR LOAN OR A BASE RATE LOAN AND, IN
THE CASE OF A EURODOLLAR LOAN, THE INTEREST PERIOD OF SUCH LOAN.
EACH NOTICE OF
PREPAYMENT SHALL BE IRREVOCABLE AND SHALL COMMIT THE BORROWER TO PREPAY SUCH
LOAN BY THE AMOUNT STATED THEREIN ON THE DATE STATED THEREIN.
SUBJECT TO THE
FOREGOING AND TO SECTION 5.18, AMOUNTS PREPAID UNDER THIS SECTION 2.09(A) SHALL
BE APPLIED AS THE BORROWER MAY ELECT;
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PROVIDED THAT IF THE BORROWER FAILS TO SPECIFY THE APPLICATION OF A VOLUNTARY
PREPAYMENT, THEN SUCH PREPAYMENT SHALL BE APPLIED FIRST TO REVOLVING LOANS, THEN
TO SWING LINE LOANS AND THEN TO THE TERM B LOANS (IN EACH CASE RATABLY TO THE
REMAINING PRINCIPAL AMORTIZATION PAYMENTS THEREOF), IN EACH CASE FIRST TO BASE
RATE LOANS AND THEN TO EURODOLLAR LOANS IN DIRECT ORDER OF INTEREST PERIOD.
ALL
PREPAYMENTS OF EURODOLLAR LOANS UNDER THIS SECTION 2.09(A) SHALL BE ACCOMPANIED
BY ACCRUED INTEREST ON THE PRINCIPAL AMOUNT BEING PREPAID TO THE DATE OF
PAYMENT.
(B)
MANDATORY PREPAYMENTS.
(I)
REVOLVING COMMITTED AMOUNT.
IF ON ANY DATE THE AGGREGATE
REVOLVING OUTSTANDINGS EXCEED THE REVOLVING COMMITTED AMOUNT, THE BORROWER SHALL
REPAY, AND THERE SHALL BECOME DUE AND PAYABLE (TOGETHER WITH ACCRUED INTEREST
THEREON), ON SUCH DATE AN AGGREGATE PRINCIPAL AMOUNT OF SWING LINE LOANS EQUAL
TO SUCH EXCESS.
IF THE OUTSTANDING SWING LINE LOANS HAVE BEEN REPAID IN FULL,
THE BORROWER SHALL PREPAY, AND THERE SHALL BECOME DUE AND PAYABLE (TOGETHER WITH
ACCRUED INTEREST THEREON), REVOLVING LOANS IN SUCH AMOUNTS AS ARE NECESSARY SO
THAT, AFTER GIVING EFFECT TO THE REPAYMENT OF THE SWING