THEREOF
($200,000 AND $100,000, RESPECTIVELY, IN THE CASE OF SWINGLINE LOANS), (II) NO
PARTIAL PREPAYMENT OF LIBOR LOANS MADE PURSUANT TO ANY SINGLE BORROWING SHALL
REDUCE THE AGGREGATE OUTSTANDING PRINCIPAL AMOUNT OF THE REMAINING LIBOR LOANS
UNDER SUCH BORROWING TO LESS THAN $1,000,000 OR TO ANY
44
GREATER AMOUNT NOT AN INTEGRAL MULTIPLE OF $500,000 IN EXCESS THEREOF, AND
(III) UNLESS MADE TOGETHER WITH ALL AMOUNTS REQUIRED UNDER SECTION 2.18 TO BE
PAID AS A CONSEQUENCE OF SUCH PREPAYMENT, A PREPAYMENT OF A LIBOR LOAN MAY BE
MADE ONLY ON THE LAST DAY OF THE INTEREST PERIOD APPLICABLE THERETO.
EACH SUCH
NOTICE SHALL SPECIFY THE PROPOSED DATE OF SUCH PREPAYMENT AND THE AGGREGATE
PRINCIPAL AMOUNT, CLASS AND TYPE OF THE LOANS TO BE PREPAID (AND, IN THE CASE OF
LIBOR LOANS, THE INTEREST PERIOD OF THE BORROWING PURSUANT TO WHICH MADE), AND
SHALL BE IRREVOCABLE AND SHALL BIND SUCH BORROWER TO MAKE SUCH PREPAYMENT ON THE
TERMS SPECIFIED THEREIN, PROVIDED THAT A NOTICE OF PREPAYMENT IN FULL OF THE
REVOLVING LOANS DELIVERED BY ANY BORROWER MAY STATE THAT SUCH NOTICE IS
CONDITIONED UPON THE EFFECTIVENESS OF OTHER CREDIT FACILITIES, A PUBLIC OFFERING
OF CAPITAL STOCK OF THE PARENT OR A SALE OF ALL OR SUBSTANTIALLY ALL THE ASSETS
OR CAPITAL STOCK OF THE COMPANY OR THE PARENT (WHETHER BY MERGER OR OTHERWISE),
IN WHICH CASE SUCH NOTICE MAY BE REVOKED BY SUCH BORROWER (BY NOTICE TO THE
ADMINISTRATIVE AGENT ON OR PRIOR TO THE SPECIFIED EFFECTIVE DATE) IF SUCH
CONDITION IS NOT SATISFIED (PROVIDED THAT SUCH BORROWER SHALL BE OBLIGATED TO
PAY ALL AMOUNTS REQUIRED UNDER SECTION 2.18 TO BE PAID AS A CONSEQUENCE OF THE
FAILURE TO MAKE SUCH PREPAYMENT).
REVOLVING LOANS AND SWINGLINE LOANS (BUT NOT
TERM LOANS) PREPAID PURSUANT TO THIS SECTION 2.7(A) MAY BE REBORROWED, SUBJECT
TO THE TERMS AND CONDITIONS OF THIS AGREEMENT.
IN THE EVENT THE ADMINISTRATIVE
AGENT RECEIVES A NOTICE OF PREPAYMENT UNDER THIS SECTION, THE ADMINISTRATIVE
AGENT WILL GIVE PROMPT NOTICE THEREOF TO THE LENDERS; PROVIDED THAT IF SUCH
NOTICE HAS ALSO BEEN FURNISHED TO THE LENDERS, THE ADMINISTRATIVE AGENT SHALL
HAVE NO OBLIGATION TO NOTIFY THE LENDERS WITH RESPECT THERETO.
(B)
EACH PREPAYMENT OF THE TRANCHE A TERM LOANS
OR INCREMENTAL TERM LOANS (IF ANY) MADE PURSUANT TO SECTION 2.7(A) SHALL BE
APPLIED TO THE REMAINING SCHEDULED PRINCIPAL PAYMENTS AS DIRECTED BY THE
COMPANY; PROVIDED THAT IF THE COMPANY SHALL FAIL TO FURNISH DIRECTION, SUCH
PREPAYMENT SHALL BE APPLIED TO REDUCE THE OUTSTANDING PRINCIPAL AMOUNT OF THE
TRANCHE A TERM LOANS AND THE INCREMENTAL TERM LOANS (IF ANY) ON A PRO RATA
BASIS, WITH SUCH REDUCTION TO BE APPLIED TO THE REMAINING SCHEDULED PRINCIPAL
PAYMENTS ON A PRO RATA BASIS.
EACH PREPAYMENT OF THE LOANS MADE PURSUANT TO
SECTION 2.7(A) SHALL BE APPLIED RATABLY AMONG THE LENDERS HOLDING THE LOANS
BEING PREPAID, IN PROPORTION TO THE PRINCIPAL AMOUNT HELD BY EACH.
2.8
INTEREST.
(A)
THE BORROWERS WILL PAY INTEREST IN RESPECT
OF THE UNPAID PRINCIPAL AMOUNT OF EACH LOAN, FROM