IN PART, WITHOUT PREMIUM OR PENALTY; PROVIDED THAT
THE MINIMUM OPTIONAL PREPAYMENT AMOUNT SHALL EQUAL OR EXCEED $1,000,000, UPON
NOT LESS THAN ONE (1) BUSINESS DAY WITH RESPECT TO BASE RATE LOANS AND THREE
(3) BUSINESS DAYS WITH RESPECT TO LIBOR RATE LOANS PRIOR WRITTEN NOTICE TO THE
ADMINISTRATIVE AGENT; PROVIDED THAT (A) NO PORTION OF THE TERM LOAN BEARING
INTEREST AT THE LIBOR RATE MAY BE PREPAID PURSUANT TO THIS SECTION EXCEPT ON THE
LAST DAY OF THE INTEREST PERIOD RELATING THERETO (UNLESS BREAKAGE COSTS ARE PAID
BY THE BORROWERS PURSUANT TO SECTION 6.12) AND (B) EACH PARTIAL PREPAYMENT SHALL
BE ALLOCATED AMONG THE LENDERS, IN PROPORTION TO THEIR RESPECTIVE TERM LOAN
COMMITMENT PERCENTAGES, TO THE RESPECTIVE UNPAID PRINCIPAL AMOUNT OF EACH SUCH
LENDER'S OUTSTANDING PORTION OF THE TERM LOAN AS REFLECTED IN THE TERM LOAN
ACCOUNT. ANY PREPAYMENT OF PRINCIPAL OF THE TERM LOAN SHALL BE ACCOMPANIED BY
PAYMENT IN FULL OF ALL INTEREST ACCRUED TO THE DATE OF PREPAYMENT ON THE AMOUNT
BEING PREPAID AND SHALL BE APPLIED PRO RATA TO
37
THE REMAINING SCHEDULED INSTALLMENTS OF THE TERM LOAN ON A PRO RATA BASIS AND
PRO RATA AMONG THE LENDERS. NO AMOUNT PREPAID WITH RESPECT TO THE TERM LOAN MAY
BE REBORROWED.
4.3
SWINGLINE LOANS.
THE BORROWERS SHALL REPAY THE THEN UNPAID
PRINCIPAL AMOUNT OF EACH SWINGLINE LOAN ON THE REVOLVER MATURITY DATE, AND MAY
REPAY THE THEN UNPAID PRINCIPAL AMOUNT OF EACH SWINGLINE LOAN WITHIN FIVE
BUSINESS DAYS AFTER EACH SUCH SWINGLINE LOAN IS MADE.
IN THE EVENT THE
BORROWERS DO NOT OTHERWISE REPAY A SWINGLINE LOAN ON OR BEFORE THE FIFTH
BUSINESS DAY AFTER SUCH SWINGLINE LOAN IS MADE, SUCH SWINGLINE LOAN SHALL
AUTOMATICALLY BECOME A REVOLVING LOAN BEARING INTEREST AT THE BASE RATE
APPLICABLE TO REVOLVING LOANS ADVANCED BY THE ADMINISTRATIVE AGENT RATABLY FOR
ALL THE REVOLVING CREDIT LENDERS.
WITH RESPECT TO SUCH SWINGLINE LOANS IN WHICH
THE REVOLVING CREDIT LENDERS HAVE NOT ACQUIRED PARTICIPATIONS IN ACCORDANCE WITH
SECTION 2.4.4, PROMPTLY UPON SUCH SWINGLINE LOAN AUTOMATICALLY BECOMING A
REVOLVING LOAN, THE ADMINISTRATIVE AGENT WILL GIVE NOTICE THEREOF TO EACH
REVOLVING CREDIT LENDER, SPECIFYING IN SUCH NOTICE SUCH REVOLVING CREDIT
LENDER'S PRO RATA SHARE OF SUCH REVOLVING LOAN PROPORTIONAL TO EACH REVOLVING
CREDIT LENDER'S REVOLVING LOAN COMMITMENT PERCENTAGE.
EACH REVOLVING CREDIT
LENDER HEREBY ABSOLUTELY AND UNCONDITIONALLY AGREES, SEVERALLY BUT NOT JOINTLY,
UPON RECEIPT OF SUCH NOTICE TO PAY TO THE ADMINISTRATIVE AGENT SUCH REVOLVING
CREDIT LENDER'S REVOLVING LOAN COMMITMENT PERCENTAGE OF SUCH REVOLVING LOAN.
EACH REVOLVING CREDIT LENDER ACKNOWLEDGES AND AGREES THAT ITS OBLIGATION TO PAY
ITS PROPORTIONATE SHARE OF SUCH REVOLVING LOAN SHALL NOT BE AFFECTED BY ANY
CIRCUMSTANCES WHATSOEVER, INCLUDING THE OCCURRENCE AND CONTINUANCE OF A DEFAULT
OR REDUCTION OR TERMINATION OF THE COMMITMENTS, AND THAT EACH SUCH PAYMENT SHALL
BE MADE WITHOUT ANY OFFSET, ABATEMENT, WITHHOLDING OR REDUCTION WHATSOEVER (SO
LONG AS SUCH PAYMENT SHALL NOT CAUSE SUCH REVOLVING CREDIT LENDER'S ACTUAL SHARE
OF THE REVOLVING EXPOSURE TO EXCEED SUCH LENDER'S REVOLVING LOAN COMMITMENT).
EACH REVOLVING CREDIT LENDER SHALL COMPLY