IN
SUPPORT OF ANY OBLIGATIONS OF, OR IS FOR THE ACCOUNT OF, A DOMESTIC SUBSIDIARY
OF THE BORROWERS, THE BORROWERS SHALL BE OBLIGATED TO REIMBURSE THE L/C ISSUER
OR THE ADMINISTRATIVE AGENT HEREUNDER FOR ANY AND ALL DRAWINGS UNDER SUCH LETTER
OF CREDIT OR ANY L/C GUARANTY RELATED TO SUCH LETTER OF CREDIT, AS THE CASE MAY
BE.
THE BORROWERS HEREBY ACKNOWLEDGE THAT THE ISSUANCE OF LETTERS OF CREDIT OR
ANY L/C GUARANTY FOR THE ACCOUNT OF ANY SUCH DOMESTIC SUBSIDIARY INURES TO THE
BENEFIT OF THE BORROWERS AND THAT THE BORROWERS' BUSINESS DERIVES SUBSTANTIAL
BENEFITS FROM THE BUSINESSES OF SUCH DOMESTIC SUBSIDIARIES.
SECTION 2.04
RESERVED.
SECTION 2.05
PREPAYMENTS.
46
(A)
VOLUNTARY PREPAYMENTS OF LOANS.
(I)
REVOLVING LOANS; DELAYED DRAW LOANS AND TERM LOAN.
SUBJECT TO
THE LIMITATIONS SET FORTH IN THIS SECTION 2.05(A), THE BORROWERS MAY, UPON
NOTICE FROM THE BORROWERS TO THE ADMINISTRATIVE AGENT, AT ANY TIME OR FROM TIME
TO TIME VOLUNTARILY PREPAY REVOLVING LOANS, DELAYED DRAW LOANS AND/OR THE TERM
LOAN IN WHOLE OR IN PART, SUBJECT TO A ONE PERCENT (1%) PREPAYMENT FEE ON THE
PRINCIPAL AMOUNT OF THE DELAYED DRAW LOAN OR TERM LOAN PREPAID BY THE BORROWERS
WITHIN ONE (1) YEAR AS OF THE CLOSING DATE; PROVIDED THAT (I) SUCH NOTICE MUST
BE RECEIVED BY THE ADMINISTRATIVE AGENT NOT LATER THAN 10:00 A.M. NEW YORK TIME
(A) THREE (3) BUSINESS DAYS PRIOR TO ANY DATE OF PREPAYMENT OF EURODOLLAR RATE
LOANS, AND (B) ON THE DATE OF PREPAYMENT OF BASE RATE LOANS; AND (II) ANY SUCH
PREPAYMENT OF EURODOLLAR RATE LOANS SHALL BE IN A PRINCIPAL AMOUNT OF $1,000,000
OR A WHOLE MULTIPLE OF $100,000 IN EXCESS THEREOF (OR, IF LESS, THE ENTIRE
PRINCIPAL AMOUNT THEREOF THEN OUTSTANDING); (III) ANY SUCH PREPAYMENT OF BASE
RATE LOANS SHALL BE IN A PRINCIPAL AMOUNT OF $500,000 OR A WHOLE MULTIPLE OF
$100,000 IN EXCESS THEREOF (OR, IF LESS, THE ENTIRE PRINCIPAL AMOUNT THEREOF
THEN OUTSTANDING).
EACH SUCH NOTICE SHALL SPECIFY THE DATE AND AMOUNT OF SUCH
PREPAYMENT AND THE TYPE(S) OF LOANS TO BE PREPAID.
THE ADMINISTRATIVE AGENT
WILL PROMPTLY NOTIFY EACH LENDER OF ITS RECEIPT OF EACH SUCH NOTICE, AND OF THE
AMOUNT OF SUCH LENDER'S PRO RATA SHARE OF SUCH PREPAYMENT.
IF SUCH NOTICE IS
DELIVERED BY THE BORROWERS, THE BORROWERS SHALL MAKE SUCH PREPAYMENT AND THE
PAYMENT AMOUNT SPECIFIED IN SUCH NOTICE SHALL BE DUE AND PAYABLE ON THE DATE
SPECIFIED THEREIN.
ANY PREPAYMENT OF A EURODOLLAR RATE LOAN AND/OR BASE RATE
LOAN SHALL BE ACCOMPANIED BY ALL ACCRUED INTEREST THEREON, TOGETHER WITH ANY
ADDITIONAL AMOUNTS REQUIRED PURSUANT TO SECTION 3.05 AND ANY PREPAYMENT FEE AND,
IF ALL OUTSTANDING LOANS ARE BEING PREPAID IN FULL, ANY COSTS, FEES AND EXPENSES
PAYABLE UNDER THE LOAN DOCUMENTS AS OF THE DATE OF SUCH PREPAYMENT.
NOTWITHSTANDING THE FOREGOING, THE BORROWERS MAY NOT VOLUNTARILY PREPAY ANY
LOANS THAT ARE EURODOLLAR RATE LOANS UNLESS SUCH LOANS ARE PREPAID AT THE END OF
THE APPLICABLE INTEREST PERIOD OR UNLESS THE BORROWERS PAY ALL FUNDING COSTS
ASSOCIATED WITH