PROCEEDS OF ANY REVOLVING CREDIT LOAN REQUESTED PURSUANT TO THIS SECTION TO THE
EXTENT THAT ANY LENDER HAS NOT MADE AVAILABLE TO THE ADMINISTRATIVE AGENT ITS
REVOLVING CREDIT COMMITMENT PERCENTAGE OF SUCH LOAN.
REVOLVING CREDIT LOANS TO
BE MADE FOR THE PURPOSE OF REFUNDING SWINGLINE LOANS SHALL BE MADE BY THE
LENDERS AS PROVIDED IN SECTION 2.2(B).
SECTION 2.4
INTENTIONALLY OMITTED.
SECTION 2.5
Repayment and Prepayment of Loans.
(A)
REPAYMENT.
THE BORROWERS HEREBY AGREE ON A JOINT AND SEVERAL
BASIS 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, UNLESS ALL SUCH REVOLVING CREDIT LOANS AND SWINGLINE
LOANS ARE CONVERTED TO A TERM LOAN PURSUANT TO SECTION 2.9.
(B)
MANDATORY PREPAYMENTS.
IF AT ANY TIME THE SUM OF THE OUTSTANDING
PRINCIPAL AMOUNT OF ALL (I) REVOLVING CREDIT LOANS AND SWINGLINE LOANS EXCEEDS
THE AGGREGATE COMMITMENT, THE BORROWERS AGREE TO REPAY IMMEDIATELY UPON NOTICE
FROM THE ADMINISTRATIVE AGENT, BY PAYMENT TO THE ADMINISTRATIVE AGENT FOR THE
ACCOUNT OF THE APPLICABLE 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 AND SECOND TO THE PRINCIPAL AMOUNT OF OUTSTANDING
REVOLVING CREDIT LOANS.
(C)
OPTIONAL PREPAYMENTS.
THE BORROWERS MAY AT ANY TIME AND FROM TIME
TO TIME PREPAY LOANS (INCLUDING, WITHOUT LIMITATION, THE TERM LOAN), 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 CD RATE 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, CD 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 LENDER.
IF ANY SUCH NOTICE
IS 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 CD 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 (OTHER
THAN SWINGLINE 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
22
DAY.
EACH SUCH REPAYMENT SHALL BE ACCOMPANIED BY ANY AMOUNT REQUIRED TO BE PAID
PURSUANT TO SECTION 4.9 HEREOF.
(D)
HEDGING AGREEMENTS.
NO REPAYMENT OR PREPAYMENT PURSUANT TO THIS
SECTION SHALL AFFECT ANY OF THE BORROWERS' OBLIGATIONS UNDER ANY