IN THE MANNER
DIRECTED BY THE BORROWER TO THE ADMINISTRATIVE AGENT IN WRITING AS PROVIDED
ABOVE, PROVIDED THAT IF NO SUCH WRITTEN DIRECTION IS GIVEN WITH RESPECT TO THE
APPLICATION OF ANY SUCH PREPAYMENT OF TERM LOANS, SUCH PREPAYMENT SHALL BE
APPLIED (X) FIRST, IN DIRECT ORDER OF MATURITY TO THOSE SCHEDULED REPAYMENTS
WHICH WILL BE DUE AND PAYABLE WITHIN 24 MONTHS AFTER THE DATE OF SUCH PREPAYMENT
AND (Y) SECOND, TO THE EXTENT IN EXCESS THEREOF, TO THE THEN REMAINING SCHEDULED
REPAYMENTS ON A PRO RATA BASIS (BASED ON THE THEN REMAINING UNPAID PRINCIPAL
AMOUNT OF SUCH SCHEDULED REPAYMENTS AFTER GIVING EFFECT TO ALL PRIOR REDUCTIONS
THERETO).
(B)
IN THE EVENT OF A REFUSAL BY A LENDER TO
CONSENT TO CERTAIN PROPOSED CHANGES, WAIVERS, DISCHARGES OR TERMINATIONS WITH
RESPECT TO THIS AGREEMENT WHICH HAVE BEEN APPROVED BY THE REQUIRED LENDERS AS
(AND TO THE EXTENT) PROVIDED IN SECTION 12.12(B), THE BORROWER MAY, UPON FIVE
BUSINESS DAYS' PRIOR WRITTEN NOTICE TO THE ADMINISTRATIVE AGENT AT THE NOTICE
OFFICE (WHICH NOTICE THE ADMINISTRATIVE AGENT SHALL PROMPTLY TRANSMIT TO EACH OF
THE
25
LENDERS) REPAY ALL LOANS, TOGETHER WITH ACCRUED AND UNPAID INTEREST, FEES, AND
OTHER AMOUNTS OWING TO SUCH LENDER IN ACCORDANCE WITH, AND SUBJECT TO THE
REQUIREMENTS OF, SAID SECTION 12.12(B) SO LONG AS (I) ALL COMMITMENTS OF SUCH
LENDER ARE TERMINATED CONCURRENTLY WITH SUCH REPAYMENT PURSUANT TO
SECTION 3.02(B) (AT WHICH TIME SCHEDULE I SHALL BE DEEMED MODIFIED TO REFLECT
THE CHANGED COMMITMENTS, AND THE ADJUSTED RF PERCENTAGES OF THE VARIOUS RF
LENDERS SHALL BE AUTOMATICALLY ADJUSTED TO GIVE EFFECT TO SUCH CHANGES), (II)
ANY MANDATORY REPAYMENTS REQUIRED PURSUANT TO SECTION 4.02(A)(A) AS A RESULT OF
THE CHANGES TO THE ADJUSTED RF PERCENTAGES OF THE VARIOUS RF LENDERS ARE MADE
AND (III) THE CONSENTS, IF ANY, REQUIRED UNDER SECTION 12.12(B) IN CONNECTION
WITH THE REPAYMENT PURSUANT TO THIS CLAUSE (B) HAVE BEEN OBTAINED.
EACH
PREPAYMENT OF ANY TERM LOANS PURSUANT TO THIS SECTION 4.01(B) SHALL BE APPLIED
(EXCEPT TO THE EXTENT SUCH TERM LOANS ARE BEING REPLACED PURSUANT TO
SECTION 1.13) TO REDUCE THE THEN REMAINING SCHEDULED REPAYMENTS OF THE TERM
LOANS ON A PRO RATA BASIS (BASED UPON THE THEN REMAINING UNPAID PRINCIPAL
AMOUNTS OF SUCH SCHEDULED REPAYMENTS AFTER GIVING EFFECT TO ALL PRIOR REDUCTIONS
THERETO).
4.02
MANDATORY PREPAYMENTS.
(A)
Requirements:
(A)
(I)
IF ON ANY DATE (AND AFTER GIVING
EFFECT TO ALL OTHER REPAYMENTS ON SUCH DATE) THE SUM OF THE AGGREGATE
OUTSTANDING PRINCIPAL AMOUNT OF REVOLVING LOANS MADE BY NON-DEFAULTING LENDERS,
THE AGGREGATE OUTSTANDING PRINCIPAL AMOUNT OF SWINGLINE LOANS AND THE AGGREGATE
AMOUNT OF LETTER OF CREDIT OUTSTANDINGS EXCEEDS THE ADJUSTED TOTAL REVOLVING
COMMITMENT AS THEN IN EFFECT, THE BORROWER SHALL REPAY ON SUCH DATE THE
PRINCIPAL OF OUTSTANDING SWINGLINE LOANS AND, AFTER ALL SWINGLINE LOANS HAVE
BEEN REPAID IN FULL OR IF NO SWINGLINE LOANS ARE OUTSTANDING, REVOLVING LOANS
MADE BY NON-DEFAULTING LENDERS IN AN AGGREGATE AMOUNT EQUAL TO SUCH EXCESS.
IF,
AFTER GIVING EFFECT TO THE REPAYMENT OF ALL OUTSTANDING SWINGLINE LOANS AND