THE
BORROWER SHALL FORTHWITH REDUCE THE TOTAL CREDIT EXPOSURE IN THE MANNER PROVIDED
ABOVE EXCEPT THAT ALL PROTECTIVE ADVANCES, IF ANY, OUTSTANDING, SHALL BE REPAID
PRIOR TO ANY SWINGLINE LOANS.
(B)
APPLICATION TO REVOLVING CREDIT LOANS.
WITH
RESPECT TO EACH PREPAYMENT OF REVOLVING CREDIT LOANS REQUIRED BY SECTION 5.2(A),
THE BORROWER MAY DESIGNATE THE TYPES OF LOANS THAT ARE TO BE PREPAID AND THE
SPECIFIC BORROWING(S) PURSUANT TO WHICH MADE, PROVIDED THAT
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(X) EURODOLLAR LOANS MAY BE DESIGNATED FOR PREPAYMENT PURSUANT TO THIS
SECTION 5.2 ONLY ON THE LAST DAY OF AN INTEREST PERIOD APPLICABLE THERETO UNLESS
ALL EURODOLLAR LOANS WITH INTEREST PERIODS ENDING ON SUCH DATE OF REQUIRED
PREPAYMENT AND ALL ABR LOANS HAVE BEEN PAID IN FULL; (Y) IF ANY PREPAYMENT BY
THE BORROWER OF EURODOLLAR LOANS MADE PURSUANT TO A SINGLE BORROWING SHALL
REDUCE THE OUTSTANDING AMOUNT OF THE REVOLVING CREDIT LOANS MADE PURSUANT TO
SUCH BORROWING TO AN AMOUNT LESS THAN $2,000,000, SUCH BORROWING SHALL
IMMEDIATELY BE CONVERTED INTO ABR LOANS; AND (Z) EACH PREPAYMENT OF ANY
REVOLVING CREDIT LOANS MADE PURSUANT TO A BORROWING SHALL BE APPLIED PRO RATA
AMONG SUCH REVOLVING CREDIT LOANS OF EACH LENDER IN ACCORDANCE WITH THEIR
RESPECTIVE APPLICABLE PERCENTAGES.
IN THE ABSENCE OF A DESIGNATION BY THE
BORROWER AS DESCRIBED IN THE PRECEDING SENTENCE, THE ADMINISTRATIVE AGENT SHALL,
SUBJECT TO THE ABOVE, MAKE SUCH DESIGNATION IN ITS REASONABLE DISCRETION WITH A
VIEW, BUT NO OBLIGATION, TO MINIMIZE BREAKAGE COSTS OWING UNDER SECTION 2.11.
(C)
INTEREST PERIODS.
IN LIEU OF MAKING ANY
PAYMENT PURSUANT TO THIS SECTION 5.2 IN RESPECT OF ANY EURODOLLAR LOAN OTHER
THAN ON THE LAST DAY OF THE INTEREST PERIOD THEREFOR SO LONG AS NO DEFAULT SHALL
HAVE OCCURRED AND BE CONTINUING, THE BORROWER AT ITS OPTION MAY DEPOSIT WITH THE
ADMINISTRATIVE AGENT AN AMOUNT EQUAL TO THE AMOUNT OF THE EURODOLLAR LOAN TO BE
PREPAID AND SUCH EURODOLLAR LOAN SHALL BE REPAID ON THE LAST DAY OF THE INTEREST
PERIOD THEREFOR IN THE REQUIRED AMOUNT.
SUCH DEPOSIT SHALL BE HELD BY THE
ADMINISTRATIVE AGENT IN A CORPORATE TIME DEPOSIT ACCOUNT ESTABLISHED ON TERMS
REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT, EARNING INTEREST AT THE
THEN-CUSTOMARY RATE FOR ACCOUNTS OF SUCH TYPE.
SUCH DEPOSIT SHALL CONSTITUTE
CASH COLLATERAL FOR THE OBLIGATIONS, PROVIDED THAT THE BORROWER MAY AT ANY TIME
DIRECT THAT SUCH DEPOSIT BE APPLIED TO MAKE THE APPLICABLE PAYMENT REQUIRED
PURSUANT TO THIS SECTION 5.2.
5.3.
Payments Generally.
(A)
EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED
HEREIN, ALL PAYMENTS UNDER THIS AGREEMENT SHALL BE MADE BY THE BORROWER, WITHOUT
SET-OFF, COUNTERCLAIM OR DEDUCTION OF ANY KIND, TO THE ADMINISTRATIVE AGENT FOR
THE RATABLE ACCOUNT OF THE LENDERS ENTITLED THERETO, THE LETTER OF CREDIT
ISSUER, THE ADMINISTRATIVE AGENT OR THE SWINGLINE LENDER, AS THE CASE MAY BE,
NOT LATER THAN 12:00 NOON (NEW YORK TIME) ON THE DATE WHEN DUE AND SHALL BE MADE
IN DOLLARS IN IMMEDIATELY AVAILABLE FUNDS AT THE ADMINISTRATIVE AGENT'S OFFICE,
IT BEING UNDERSTOOD THAT WRITTEN OR FACSIMILE NOTICE BY THE BORROWER TO THE