date, Tranche A-2 Term Loans, in an
amount equal to the 2012 Unpaid Refinancing Amount, plus all accrued and unpaid
interest thereon.
(B)
REPAYMENT OF REVOLVING CREDIT LOANS.
IF ON
ANY DATE THE AGGREGATE AMOUNT OF THE LENDERS' REVOLVING CREDIT EXPOSURES (ALL
THE FOREGOING, COLLECTIVELY, THE "AGGREGATE REVOLVING CREDIT OUTSTANDINGS")
EXCEEDS 100% OF THE TOTAL REVOLVING CREDIT COMMITMENT AS THEN IN EFFECT, THE
BORROWER SHALL FORTHWITH REPAY ON SUCH DATE THE PRINCIPAL AMOUNT OF SWINGLINE
LOANS AND, AFTER ALL SWINGLINE LOANS HAVE BEEN PAID IN FULL, REVOLVING CREDIT
LOANS IN AN AMOUNT EQUAL TO SUCH EXCESS.
IF, AFTER GIVING EFFECT TO THE
PREPAYMENT OF ALL OUTSTANDING SWINGLINE LOANS AND REVOLVING CREDIT LOANS, THE
AGGREGATE REVOLVING CREDIT OUTSTANDINGS EXCEED THE TOTAL REVOLVING CREDIT
COMMITMENT THEN IN EFFECT, THE BORROWER SHALL PAY TO THE ADMINISTRATIVE AGENT AN
AMOUNT IN CASH EQUAL TO SUCH EXCESS AND THE ADMINISTRATIVE AGENT SHALL HOLD SUCH
PAYMENT FOR THE BENEFIT OF THE LENDERS AS SECURITY FOR THE OBLIGATIONS OF THE
BORROWER HEREUNDER (INCLUDING OBLIGATIONS IN RESPECT OF LETTERS OF CREDIT
OUTSTANDING) PURSUANT TO A CASH COLLATERAL AGREEMENT TO BE ENTERED INTO IN FORM
AND SUBSTANCE SATISFACTORY TO THE ADMINISTRATIVE AGENT (WHICH SHALL PERMIT
CERTAIN INVESTMENTS IN PERMITTED INVESTMENTS SATISFACTORY TO THE ADMINISTRATIVE
AGENT, UNTIL THE PROCEEDS ARE APPLIED TO THE SECURED OBLIGATIONS).
(C)
APPLICATION TO REPAYMENT AMOUNTS.
EACH
PREPAYMENT OF TERM LOANS REQUIRED BY SECTION 5.2(A)(I) OR (II) SHALL BE
INITIALLY ALLOCATED PRO RATA AMONG THE TRANCHE A TERM LOANS AND THE TRANCHE B
TERM LOANS AND SHALL BE APPLIED TO REDUCE THE APPLICABLE REPAYMENT AMOUNTS IN
SUCH ORDER AS THE BORROWER MAY DETERMINE UP TO AN AMOUNT EQUAL TO THE AGGREGATE
AMOUNT OF THE APPLICABLE REPAYMENT AMOUNTS REQUIRED TO BE MADE BY THE BORROWER
PURSUANT TO SECTION 2.5(B) AND (C) DURING THE TWO YEAR PERIOD IMMEDIATELY
FOLLOWING THE DATE OF THE PREPAYMENT (SUCH AMOUNT BEING, THE "AMORTIZATION
AMOUNT"), PROVIDED THAT TO THE EXTENT THAT THE AMOUNT OF THE PREPAYMENT EXCEEDS
THE AMORTIZATION AMOUNT, SUCH EXCESS SHALL BE APPLIED RATABLY TO REDUCE THE THEN
REMAINING REPAYMENT AMOUNTS UNDER SUCH CREDIT FACILITY.
WITH RESPECT TO EACH
SUCH PREPAYMENT, (I) THE BORROWER WILL, NOT LATER THAN THE DATE SPECIFIED IN
SECTION 5.2(A) FOR MAKING SUCH PREPAYMENT, GIVE THE ADMINISTRATIVE AGENT
TELEPHONIC NOTICE (PROMPTLY CONFIRMED IN WRITING) REQUESTING THAT THE
ADMINISTRATIVE AGENT PROVIDE NOTICE OF SUCH PREPAYMENT TO EACH TRANCHE A TERM
LOAN LENDER AND TRANCHE B TERM LOAN LENDER, (II) SO LONG AS ANY TRANCHE A TERM
LOANS ARE OUTSTANDING, EACH TRANCHE B TERM LOAN LENDER WILL HAVE THE RIGHT TO
REFUSE ANY SUCH PREPAYMENT BY GIVING WRITTEN NOTICE OF SUCH REFUSAL TO THE
BORROWER WITHIN FIFTEEN BUSINESS DAYS AFTER SUCH LENDER'S RECEIPT OF NOTICE FROM
THE ADMINISTRATIVE AGENT OF SUCH PREPAYMENT (AND THE BORROWER SHALL NOT PREPAY
ANY SUCH TRANCHE B TERM LOANS UNTIL THE DATE THAT IS SPECIFIED IN THE
IMMEDIATELY FOLLOWING CLAUSE), (III) THE BORROWER WILL MAKE ALL SUCH PREPAYMENTS
NOT SO REFUSED UPON THE EARLIER OF (X) SUCH FIFTEENTH BUSINESS DAY AND (Y) SUCH
TIME