Repayment and Prepayment of Revolving Credit Loans and
Swingline Loans.
(A)
REPAYMENT ON REVOLVING CREDIT MATURITY DATE.
THE BORROWER HEREBY
AGREES TO REPAY THE OUTSTANDING PRINCIPAL AMOUNT OF (I) ALL REVOLVING CREDIT
LOANS IN FULL ON THE REVOLVING CREDIT MATURITY DATE, AND (II) ALL SWINGLINE
LOANS IN ACCORDANCE WITH SECTION 2.2(B), TOGETHER, IN EACH CASE, WITH ALL
ACCRUED BUT UNPAID INTEREST THEREON.
(B)
MANDATORY PREPAYMENTS.
IF AT ANY TIME THE OUTSTANDING PRINCIPAL
AMOUNT OF ALL REVOLVING CREDIT LOANS PLUS THE SUM OF ALL OUTSTANDING SWINGLINE
LOANS AND L/C OBLIGATIONS EXCEEDS AN AMOUNT EQUAL TO THE REVOLVING CREDIT
COMMITMENT, THE BORROWER AGREES TO REPAY IMMEDIATELY UPON NOTICE FROM THE
ADMINISTRATIVE AGENT, BY PAYMENT TO THE ADMINISTRATIVE AGENT FOR THE ACCOUNT OF
THE REVOLVING CREDIT LENDERS, EXTENSIONS OF CREDIT IN AN AMOUNT EQUAL TO SUCH
EXCESS WITH EACH SUCH REPAYMENT APPLIED FIRST TO THE PRINCIPAL AMOUNT OF
OUTSTANDING SWINGLINE LOANS, SECOND TO THE PRINCIPAL AMOUNT OF OUTSTANDING
REVOLVING CREDIT LOANS AND THIRD, WITH RESPECT TO ANY LETTERS OF CREDIT THEN
OUTSTANDING, A PAYMENT OF CASH COLLATERAL INTO A CASH COLLATERAL ACCOUNT OPENED
BY THE ADMINISTRATIVE AGENT, FOR THE BENEFIT OF THE REVOLVING CREDIT LENDERS IN
AN AMOUNT EQUAL TO THE AGGREGATE THEN UNDRAWN AND UNEXPIRED AMOUNT OF SUCH
LETTERS OF CREDIT (SUCH CASH COLLATERAL TO BE APPLIED IN ACCORDANCE WITH SECTION
11.2(B)).
THE APPLICATION OF ANY PREPAYMENT OF REVOLVING CREDIT LOANS PURSUANT
TO THIS SECTION 2.4(B) SHALL BE MADE FIRST TO BASE RATE LOANS AND SECOND, TO
LIBOR RATE LOANS.
(C)
OPTIONAL PREPAYMENTS.
THE BORROWER MAY AT ANY TIME AND FROM TIME
TO TIME PREPAY REVOLVING CREDIT LOANS AND SWINGLINE LOANS, IN WHOLE OR IN PART,
WITH IRREVOCABLE PRIOR WRITTEN NOTICE TO THE ADMINISTRATIVE AGENT SUBSTANTIALLY
IN THE FORM OF EXHIBIT D (A "NOTICE OF PREPAYMENT") GIVEN NOT LATER THAN 11:00
A.M. (I) ON THE SAME BUSINESS DAY AS EACH BASE RATE LOAN AND EACH SWINGLINE LOAN
AND (II) AT LEAST THREE (3) BUSINESS DAYS BEFORE EACH LIBOR RATE LOAN,
SPECIFYING THE DATE AND AMOUNT OF PREPAYMENT AND WHETHER THE PREPAYMENT IS OF
LIBOR RATE LOANS, BASE RATE LOANS, SWINGLINE LOANS OR A COMBINATION THEREOF,
AND, IF OF A COMBINATION THEREOF, THE AMOUNT ALLOCABLE TO EACH.
UPON RECEIPT OF
SUCH NOTICE, THE ADMINISTRATIVE AGENT SHALL PROMPTLY NOTIFY EACH REVOLVING
CREDIT LENDER.
IF ANY SUCH NOTICE IS
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GIVEN, THE AMOUNT SPECIFIED IN SUCH NOTICE SHALL BE DUE AND PAYABLE ON THE DATE
SET FORTH IN SUCH NOTICE.
PARTIAL PREPAYMENTS SHALL BE IN AN AGGREGATE AMOUNT
OF $3,000,000 OR A WHOLE MULTIPLE OF $1,000,000 IN EXCESS THEREOF WITH RESPECT
TO BASE RATE LOANS (OTHER THAN SWINGLINE LOANS), $5,000,000 OR A WHOLE MULTIPLE
OF $1,000,000 IN EXCESS THEREOF WITH RESPECT TO LIBOR RATE LOANS AND $100,000 OR
A WHOLE MULTIPLE OF $100,000 IN EXCESS THEREOF WITH RESPECT TO SWINGLINE LOANS.
A NOTICE OF PREPAYMENT RECEIVED AFTER 11:00 A.M. SHALL BE DEEMED RECEIVED ON THE
NEXT BUSINESS DAY.
EACH SUCH REPAYMENT SHALL BE ACCOMPANIED BY ANY AMOUNT
REQUIRED TO BE PAID PURSUANT TO SECTION