SOLE DISCRETION, (I) AS PROVIDED IN SECTION 2.11(B), WITH RESPECT TO OBLIGATIONS
OF REVOLVING LENDERS ARISING IN RESPECT OF SWINGLINE LOANS, (II) AS PROVIDED IN
SECTION 2.14(C), WITH RESPECT TO OBLIGATIONS ARISING UNDER SUPPORT AGREEMENTS
AND/OR LENDER LETTERS OF CREDIT, AND (III) TO PAY PRINCIPAL OWING IN RESPECT OF
THE LOANS (EXCLUDING PRINCIPAL PAYMENTS IN RESPECT OF THE TERM LOANS, COMMENCING
ONE BUSINESS DAY FOLLOWING RECEIPT BY ADMINISTRATIVE AGENT OF A WRITTEN NOTICE
FROM ANY LENDER, IN ACCORDANCE WITH THE PROVISIONS OF SECTION 10.11, OF THE
OCCURRENCE OF AN EVENT OF DEFAULT) AND INTEREST, FEES, EXPENSES AND OTHER
CHARGES PAYABLE BY ANY CREDIT PARTY FROM TIME TO TIME UNDER THIS AGREEMENT OR
ANY OTHER FINANCING DOCUMENT, SO LONG AS, IN EACH CASE, AFTER GIVING EFFECT TO
ANY SUCH REVOLVING LOANS PURSUANT TO THIS CLAUSE (III), THE REVOLVING LOAN
OUTSTANDINGS DO NOT EXCEED THE REVOLVING LOAN LIMIT; PROVIDED, THAT
ADMINISTRATIVE AGENT SHALL HAVE NO OBLIGATION AT ANY TIME TO MAKE ANY REVOLVING
LOAN PURSUANT TO THE PROVISIONS OF THE PRECEDING CLAUSE (III).
ADMINISTRATIVE
AGENT SHALL HAVE THE RIGHT TO MAKE REVOLVING LOANS PURSUANT TO THE PROVISIONS OF
THIS CLAUSE SECTION 2.8(C) REGARDLESS OF WHETHER THE CONDITIONS PRECEDENT SET
FORTH IN SECTION 7.2 ARE THEN SATISFIED, INCLUDING THE EXISTENCE OF ANY DEFAULT
OR EVENT OF DEFAULT EITHER BEFORE OR AFTER GIVING EFFECT TO THE MAKING OF SUCH
REVOLVING LOANS.
27
SECTION 2.9
MANDATORY REVOLVING LOAN REPAYMENTS AND PREPAYMENTS.
(A)
REPAYMENT UPON TERMINATION DATE. THE REVOLVING LOAN COMMITMENT
SHALL TERMINATE UPON THE EARLIER TO OCCUR OF (I) THE COMMITMENT EXPIRY DATE AND
(II) ANY DATE ON WHICH ADMINISTRATIVE AGENT OR REQUIRED LENDERS ELECT TO
TERMINATE THE REVOLVING LOAN COMMITMENT PURSUANT TO SECTION 8.2 (SUCH EARLIER
DATE BEING THE "TERMINATION DATE").
ON THE TERMINATION DATE, THERE SHALL BECOME
DUE, AND BORROWER SHALL PAY THE ENTIRE OUTSTANDING PRINCIPAL AMOUNT OF EACH
REVOLVING LOAN AND OF EACH SWINGLINE LOAN, TOGETHER WITH ACCRUED AND UNPAID
OBLIGATIONS PERTAINING THERETO.
(B)
REPAYMENT OF OVERADVANCES.
IF AT ANY TIME THE REVOLVING LOAN
OUTSTANDINGS EXCEED THE REVOLVING LOAN LIMIT, THEN, ON THE NEXT SUCCEEDING
BUSINESS DAY, BORROWER SHALL REPAY THE REVOLVING LOANS AND/OR SWINGLINE LOANS,
CASH COLLATERALIZE LETTER OF CREDIT LIABILITIES IN THE MANNER SPECIFIED IN
SECTION 2.14(E) OR CAUSE THE CANCELLATION OF OUTSTANDING LETTERS OF CREDIT, OR
ANY COMBINATION OF THE FOREGOING, IN AN AGGREGATE AMOUNT EQUAL TO SUCH EXCESS.
SECTION 2.10
OPTIONAL PREPAYMENTS OF REVOLVING LOANS.
Subject to the provisions of Section 2.12(f)(iv), Borrower may from time to time
prepay the Revolving Loans and/or Swingline Loans in whole or in part (without
reduction of the Revolving Loan Commitment); provided that any such partial
prepayment shall be in an amount equal to $100,000 or a higher integral multiple
of $25,000.
SECTION 2.11
SWINGLINE LOANS.
(A)
ADVANCES OF SWINGLINE LOANS.
SWINGLINE LENDER MAY, FROM TIME TO
TIME, AT ITS SOLE ELECTION AND WITHOUT PRIOR NOTICE TO OR CONSENT BY ANY LENDER
OR BORROWER, CONVERT ANY REQUEST OR DEEMED REQUEST BY BORROWER FOR A REVOLVING
LOAN THAT IS A BASE RATE