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 (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
57
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
ADMINISTRATIVE