THE DEFAULTING LENDER OR (Y) THE REQUIRED LENDERS, THE ADMINISTRATIVE AGENT AND
THE BORROWER SHALL HAVE WAIVED SUCH DEFAULTING LENDER'S DEFAULT IN WRITING.
NO
COMMITMENT OF ANY LENDER SHALL BE INCREASED OR OTHERWISE AFFECTED, AND
PERFORMANCE BY THE BORROWER SHALL NOT BE EXCUSED, BY THE OPERATION OF THIS
SECTION 2.4(E).
2.5
Mandatory and Voluntary Payments: Mandatory and Voluntary
Reduction of Commitments.
(A)
MATURITY OF TERM LOANS.
THE BORROWER SHALL REPAY THE OUTSTANDING
PRINCIPAL BALANCE OF THE TERM LOANS, TOGETHER WITH ALL ACCRUED AND UNPAID
INTEREST THEREON, ON THE MATURITY DATE OR EARLIER AS HEREIN PROVIDED (INCLUDING,
WITHOUT LIMITATION, PURSUANT TO THIS SECTION 2.5).
(B)
VOLUNTARY PREPAYMENT OF TERM LOANS.
SUBJECT TO SECTION 2.5(C) AND
THE LAST SENTENCE OF THIS SECTION 2.5(B), THE BORROWER MAY, WITHOUT PREMIUM OR
PENALTY, PREPAY TERM LOANS BY GIVING THE ADMINISTRATIVE AGENT AT LEAST (X) ONE
BUSINESS DAY'S PRIOR WRITTEN NOTICE IN THE CASE OF TERM LOANS CONSTITUTING BASE
RATE LOANS AND (Y) AT LEAST THREE BUSINESS DAYS' NOTICE IN THE CASE OF TERM
LOANS CONSTITUTING EURODOLLAR LOANS (WHICH NOTICE THE ADMINISTRATIVE AGENT SHALL
PROMPTLY TRANSMIT TO EACH TERM LOAN LENDER), PROVIDED THAT, IN THE CASE OF TERM
LOANS CONSTITUTING EURODOLLAR RATE LOANS, ANY PAYMENT REQUIRED TO BE MADE
PURSUANT TO SECTION 4.5(B) AS A RESULT OF SUCH PREPAYMENTS SHALL HAVE BEEN, OR
SHALL CONCURRENTLY THEREWITH BE, MADE.
UNLESS THE AGGREGATE TERM LOAN
OUTSTANDINGS ARE TO BE PREPAID IN FULL, VOLUNTARY PREPAYMENTS OF THE TERM LOANS
SHALL BE IN AN AGGREGATE MINIMUM AMOUNT OF $1,000,000 AND IN INCREMENTS OF
$500,000 IN EXCESS OF SUCH AMOUNT.
EACH VOLUNTARY PREPAYMENT SHALL PERMANENTLY
REDUCE THE TERM LOAN OUTSTANDINGS OF EACH TERM LOAN LENDER RATABLY IN ACCORDANCE
WITH ITS TERM LOAN PROPORTIONATE SHARE.
ANY NOTICE OF PREPAYMENT GIVEN TO THE
ADMINISTRATIVE AGENT UNDER THIS SECTION 2.5(B) SHALL SPECIFY THE DATE (WHICH
SHALL BE A BUSINESS DAY) OF PREPAYMENT, THE AGGREGATE PRINCIPAL AMOUNT OF THE
PREPAYMENT AND THE TYPES OF TERM LOANS TO BE PREPAID, AND IN THE CASE OF
EURODOLLAR LOANS, THE SPECIFIC BORROWING OR BORROWINGS PURSUANT TO WHICH MADE.
WHEN NOTICE OF PREPAYMENT IS DELIVERED AS PROVIDED HEREIN, THE PRINCIPAL AMOUNT
OF THE TERM LOANS SPECIFIED IN THE NOTICE SHALL BECOME DUE AND PAYABLE ON THE
PREPAYMENT DATE SPECIFIED IN SUCH NOTICE.
NOTWITHSTANDING ANYTHING TO THE
CONTRARY CONTAINED ABOVE, UNLESS THE REQUIRED LENDERS OTHERWISE SPECIFICALLY
CONSENT IN WRITING THERETO (OR THE REVOLVING CREDIT TERMINATION DATE HAS
OCCURRED OR WILL OCCUR CONCURRENTLY WITH SUCH PREPAYMENT), NO VOLUNTARY
PREPAYMENT OF TERM LOANS MAY BE MADE PURSUANT TO THIS SECTION 2.5(B) UNLESS,
AFTER GIVING EFFECT THERETO, EXCESS AVAILABILITY IS AT LEAST $50,000,000.
(C)
NO READVANCE OF TERM LOANS.
ANY REPAYMENT OR PREPAYMENT OF ALL OR
ANY PORTION OF THE PRINCIPAL AMOUNT OF THE TERM LOANS SHALL CONSTITUTE A
PERMANENT REDUCTION IN THE TERM LOAN OUTSTANDINGS AND MAY NOT BE READVANCED TO
THE BORROWER.
58
(D)
MANDATORY PAYMENT OF REVOLVING LOANS.
REVOLVING LOANS SHALL BE
DUE AND PAYABLE WITHOUT ANY DEMAND AT ANY TIME THAT THE AGGREGATE BALANCE OF
REVOLVING LOANS AND