SECTION 4.4(A)) THEN OUTSTANDING.
AT SUCH TIME,
SUCH LENDER SHALL NO LONGER CONSTITUTE A "LENDER" FOR PURPOSES OF THIS
AGREEMENT, EXCEPT WITH RESPECT TO INDEMNIFICATIONS IN FAVOR OF SUCH LENDER UNDER
THIS AGREEMENT WHICH SHALL SURVIVE AS TO SUCH REPAID LENDER.
4.2
MANDATORY REDUCTIONS OF COMMITMENTS
(A)
REDUCTION OF REVOLVING COMMITMENTS. THE REVOLVING COMMITMENTS
SHALL BE REDUCED AT THE TIME AND IN THE AMOUNTS REQUIRED TO BE REDUCED PURSUANT
TO SECTION 4.4(C).
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(B)
REDUCTION OF TERM B DOLLAR COMMITMENTS. THE TERM B DOLLAR
COMMITMENTS SHALL TERMINATE ON THE EFFECTIVE DATE AFTER GIVING EFFECT TO THE
TERM B DOLLAR LOANS ON SUCH DATE.
(C)
PROPORTIONATE REDUCTIONS. EACH REDUCTION OR ADJUSTMENT TO THE
COMMITMENTS PURSUANT TO THIS SECTION 4.2 SHALL APPLY PROPORTIONATELY TO THE
COMMITMENTS OF EACH LENDER UNDER THE APPLICABLE FACILITY.
4.3
VOLUNTARY PREPAYMENTS
(A)
THE BORROWER SHALL HAVE THE RIGHT TO PREPAY THE REVOLVING LOANS,
ANY OF THE TERM LOANS OR THE SWING LINE LOANS IN ANY COMBINATION, IN WHOLE OR IN
PART, FROM TIME TO TIME, WITHOUT PREMIUM OR PENALTY EXCEPT AS SET FORTH IN
SECTION 4.5(C), ON THE FOLLOWING TERMS AND CONDITIONS: (I) THE BORROWER SHALL
GIVE THE ADMINISTRATIVE AGENT IRREVOCABLE WRITTEN NOTICE AT ITS NOTICE OFFICE
(OR TELEPHONIC NOTICE PROMPTLY CONFIRMED IN WRITING) OF ITS INTENT TO PREPAY THE
LOANS, WHETHER SUCH LOANS ARE TERM LOANS, REVOLVING LOANS OR SWING LINE LOANS,
THE AMOUNT OF SUCH PREPAYMENT AND THE SPECIFIC BORROWINGS TO WHICH SUCH
PREPAYMENT IS TO BE APPLIED, WHICH NOTICE SHALL BE GIVEN BY THE BORROWER TO THE
ADMINISTRATIVE AGENT BY 12:00 P.M. (NEW YORK CITY TIME) AT LEAST THREE BUSINESS
DAYS PRIOR IN THE CASE OF EUROCURRENCY LOANS AND AT LEAST ONE BUSINESS DAY PRIOR
IN THE CASE OF BASE RATE LOANS TO THE DATE OF SUCH PREPAYMENT AND WHICH NOTICE
SHALL (EXCEPT IN THE CASE OF SWING LINE LOANS) PROMPTLY BE TRANSMITTED BY THE
ADMINISTRATIVE AGENT TO EACH OF THE APPLICABLE LENDERS; (II) EACH PARTIAL
PREPAYMENT OF ANY BORROWING (OTHER THAN A BORROWING OF SWING LINE LOANS) SHALL
BE IN AN AGGREGATE DOLLAR EQUIVALENT PRINCIPAL AMOUNT OF AT LEAST $5,000,000 AND
EACH PARTIAL PREPAYMENT OF A SWING LINE LOAN SHALL BE IN AN AGGREGATE PRINCIPAL
AMOUNT OF AT LEAST $500,000; PROVIDED, THAT ANY PARTIAL PREPAYMENT OF
EUROCURRENCY LOANS MADE PURSUANT TO A SINGLE BORROWING THAT REDUCES THE
AGGREGATE PRINCIPAL AMOUNT OF THE OUTSTANDING LOANS MADE PURSUANT TO SUCH
BORROWING TO AN AMOUNT LESS THAN THE MINIMUM BORROWING AMOUNT APPLICABLE THERETO
SHALL BE SUBJECT TO THE ANTE-PENULTIMATE SENTENCE OF SECTION 4.5(A); (III)
EUROCURRENCY LOANS MAY BE PREPAID PURSUANT TO THIS SECTION 4.3 ON THE LAST DAY
OF AN INTEREST PERIOD APPLICABLE THERETO, OR SUBJECT TO SECTION 3.5 ON ANY OTHER
DAY; (IV) EACH PREPAYMENT IN RESPECT OF ANY BORROWING SHALL BE APPLIED PRO RATA
AMONG THE LOANS COMPRISING SUCH BORROWING; PROVIDED, THAT SUCH PREPAYMENT SHALL
NOT BE APPLIED TO ANY REVOLVING LOANS OF A DEFAULTING LENDER AT ANY TIME WHEN
THE AGGREGATE AMOUNT OF REVOLVING LOANS OF ANY NON-DEFAULTING LENDER EXCEEDS
SUCH NON-DEFAULTING