TO THE
BORROWER SHALL BE INITIATED BY THE APPLICABLE LENDER NO LATER THAN 3:00 P.M.
(NEW YORK CITY TIME) ON THE APPLICABLE FUNDING DATE.
SECTION 2.3
OPTIONAL CHANGES IN FACILITY
AMOUNT; PREPAYMENTS.
(A)
THE BORROWER SHALL BE ENTITLED AT ITS OPTION, AT ANY TIME PRIOR TO
THE OCCURRENCE OF AN EARLY TERMINATION EVENT, TO REDUCE THE FACILITY AMOUNT IN
WHOLE OR IN PART; PROVIDED THAT THE BORROWER SHALL GIVE PRIOR WRITTEN NOTICE OF
SUCH REDUCTION TO THE ADMINISTRATIVE AGENT AND EACH MANAGING AGENT AS PROVIDED
IN PARAGRAPH (B) OF THIS SECTION 2.3 AND THAT ANY PARTIAL REDUCTION OF THE
FACILITY AMOUNT SHALL BE IN AN AMOUNT EQUAL TO $3,000,000 WITH INTEGRAL
MULTIPLES OF $500,000 ABOVE SUCH AMOUNT.
UNLESS OTHERWISE AGREED BY THE
COMMITTED LENDERS, THE COMMITMENT OF EACH COMMITTED LENDER SHALL BE REDUCED
RATABLY IN PROPORTION TO SUCH REDUCTION IN THE FACILITY AMOUNT.
ANY REQUEST FOR
A REDUCTION OR TERMINATION PURSUANT TO THIS SECTION 2.3 SHALL BE IRREVOCABLE.
(B)
FROM TIME TO TIME DURING THE REVOLVING PERIOD THE BORROWER MAY
PREPAY ANY PORTION OR ALL OF THE ADVANCES OUTSTANDING, OTHER THAN WITH RESPECT
TO MANDATORY PREPAYMENTS,
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BY DELIVERING TO THE ADMINISTRATIVE AGENT AND EACH MANAGING AGENT A BORROWER
NOTICE AT LEAST TWO (2) BUSINESS DAY PRIOR TO THE DATE OF SUCH REPAYMENT;
PROVIDED, THAT NO SUCH REDUCTION SHALL BE GIVEN EFFECT UNLESS THE BORROWER HAS
COMPLIED WITH THE TERMS OF ANY HEDGING AGREEMENT REQUIRING THAT ONE OR MORE
HEDGE TRANSACTIONS BE TERMINATED IN WHOLE OR IN PART AS THE RESULT OF ANY SUCH
PREPAYMENT OF THE ADVANCES OUTSTANDING, AND THE BORROWER HAS PAID ALL HEDGE
BREAKAGE COSTS OWING TO THE RELEVANT HEDGE COUNTERPARTY FOR ANY SUCH
TERMINATION.
IF ANY BORROWER NOTICE RELATING TO ANY PREPAYMENT IS GIVEN, THE
AMOUNT SPECIFIED IN SUCH BORROWER NOTICE SHALL BE DUE AND PAYABLE ON THE DATE
SPECIFIED THEREIN, TOGETHER WITH ACCRUED INTEREST TO THE PAYMENT DATE ON THE
AMOUNT PREPAID AND ANY BREAKAGE COSTS (INCLUDING HEDGE BREAKAGE COSTS) RELATED
THERETO.
ANY PARTIAL PREPAYMENT BY THE BORROWER OF ADVANCES HEREUNDER, OTHER
THAN WITH RESPECT TO MANDATORY PREPAYMENTS, SHALL BE IN A MINIMUM AMOUNT OF
$500,000 WITH INTEGRAL MULTIPLES OF $100,000 ABOVE SUCH AMOUNT.
ANY AMOUNT SO
PREPAID MAY, SUBJECT TO THE TERMS AND CONDITIONS HEREOF, BE REBORROWED DURING
THE REVOLVING PERIOD.
A BORROWER NOTICE RELATING TO ANY SUCH PREPAYMENT SHALL
BE IRREVOCABLE WHEN DELIVERED.
SECTION 2.4
PRINCIPAL REPAYMENTS.
(A)
THE ADVANCES OUTSTANDING SHALL BE DUE AND PAYABLE IN ACCORDANCE
WITH SECTION 2.8 ON THE MATURITY DATE.
IN ADDITION, ADVANCES OUTSTANDING SHALL
BE REPAID AS AND WHEN NECESSARY TO CAUSE THE BORROWING BASE TEST TO BE MET, IN
ACCORDANCE WITH SECTION 2.8 (EACH SUCH PAYMENT, A "MANDATORY PREPAYMENT"), AND
ANY AMOUNT SO REPAID MAY, SUBJECT TO THE TERMS AND CONDITIONS HEREOF, BE
REBORROWED HEREUNDER DURING THE REVOLVING PERIOD.
(B)
ALL REPAYMENTS OF ANY ADVANCE OR ANY PORTION THEREOF SHALL BE MADE
TOGETHER WITH PAYMENT OF (I) ALL INTEREST ACCRUED AND UNPAID ON THE AMOUNT
REPAID TO (BUT EXCLUDING) THE DATE OF SUCH REPAYMENT, (II)