A.M.
ON A DAY WHICH IS AT LEAST THREE (3) BANKING BUSINESS DAYS PRIOR TO EACH
PRINCIPAL PREPAYMENT OF ALL OR ANY PORTION OF A LIBOR LOAN
46
OR ONE (1) BANKING BUSINESS DAY PRIOR TO EACH PRINCIPAL PREPAYMENT OF ALL OR ANY
PORTION OF A BASE RATE LOAN.
(B)
ALL SUCH AMOUNTS PAYABLE BY BORROWER SHALL BE DEBITED BY AGENT BANK
FROM BORROWER'S DESIGNATED DEPOSIT ACCOUNT ON THE EARLIER OF: (I) THE DATE
SPECIFIED BY BORROWER BY WRITTEN NOTICE TO AGENT BANK, OR (II) ON THE DATE UPON
WHICH SUCH PAYMENT IS DUE.
IF SUCH WRITTEN NOTICE IS RECEIVED BY AGENT BANK
PRIOR TO 11:00 A.M., AGENT BANK SHALL CREDIT BORROWER WITH SUCH PAYMENT ON THE
DAY SO RECEIVED AND SHALL PROMPTLY DISBURSE TO THE APPROPRIATE LENDERS ON THE
SAME DAY THE PRO RATA SHARE OF PAYMENTS RELATING TO THE CREDIT FACILITY, IN
IMMEDIATELY AVAILABLE FUNDS.
IF SUCH WRITTEN NOTICE IS RECEIVED BY AGENT BANK
AFTER 11:00 A.M., AGENT BANK SHALL CREDIT BORROWER WITH SUCH PAYMENT AS OF THE
NEXT BANKING BUSINESS DAY AND DISBURSE TO THE APPROPRIATE LENDERS ON THE NEXT
BANKING BUSINESS DAY SUCH PRO RATA SHARE OF SUCH PAYMENT RELATING TO THE CREDIT
FACILITY IN IMMEDIATELY AVAILABLE FUNDS.
ANY PAYMENT ON THE CREDIT FACILITY
MADE BY BORROWER TO AGENT BANK PURSUANT TO THE TERMS OF THIS CREDIT AGREEMENT OR
THE REVOLVING CREDIT NOTE FOR THE ACCOUNT OF LENDERS SHALL CONSTITUTE PAYMENT TO
THE APPROPRIATE LENDERS.
IF THE REVOLVING CREDIT NOTE OR ANY PAYMENT REQUIRED
TO BE MADE THEREON OR HEREUNDER, IS OR BECOMES DUE AND PAYABLE ON A DAY OTHER
THAN A BANKING BUSINESS DAY, THE DUE DATE THEREOF SHALL BE EXTENDED TO THE NEXT
SUCCEEDING BANKING BUSINESS DAY AND INTEREST THEREON SHALL BE PAYABLE AT THE
THEN APPLICABLE RATE DURING SUCH EXTENSION.
(C)
THE OUTSTANDING PRINCIPAL OWING UNDER THE CREDIT FACILITY AND THE
REVOLVING CREDIT NOTE MAY, SUBJECT TO SECTION 2.07(A), BE PREPAID AT ANY TIME IN
WHOLE OR IN PART WITHOUT PENALTY, PROVIDED, HOWEVER, THAT ANY PORTION OR
PORTIONS OF THE UNPAID PRINCIPAL BALANCE WHICH IS ACCRUING INTEREST AT A LIBO
RATE MAY ONLY BE PREPAID OR REPAID ON THE LAST DAY OF THE APPLICABLE INTEREST
PERIOD UNLESS BORROWER GIVES THREE (3) DAYS PRIOR WRITTEN NOTICE TO AGENT BANK
AND ADDITIONALLY PAYS CONCURRENTLY WITH SUCH PREPAYMENT OR REPAYMENT SUCH
ADDITIONAL AMOUNT OR AMOUNTS AS WILL COMPENSATE LENDERS FOR ANY LOSSES, COSTS OR
EXPENSES WHICH THEY MAY INCUR AS A RESULT OF SUCH PAYMENT, INCLUDING, WITHOUT
LIMITATION, ANY LOSS (INCLUDING LOSS OF ANTICIPATED PROFITS), COST OR EXPENSE
INCURRED BY THE LIQUIDATION OR REEMPLOYMENT OF DEPOSITS OR OTHER FUNDS ACQUIRED
BY SUCH LENDER TO FUND OR MAINTAIN SUCH LIBOR LOAN ("BREAKAGE CHARGES").
A
CERTIFICATE OF A LENDER AS TO AMOUNTS PAYABLE HEREUNDER SHALL BE CONCLUSIVE AND
BINDING ON BORROWER FOR ALL PURPOSES, ABSENT MANIFEST OR DEMONSTRABLE ERROR.
ANY CALCULATION HEREUNDER SHALL BE MADE ON THE ASSUMPTION THAT EACH LENDER HAS
FUNDED OR WILL FUND EACH LIBOR LOAN IN THE LONDON INTERBANK MARKET; PROVIDED
THAT NO LENDER