LIBOR LOAN ON A DAY
OTHER THAN THE LAST DAY OF AN INTEREST PERIOD THEREFOR SHALL INCLUDE INTEREST ON
THE PRINCIPAL AMOUNT BEING REPAID AND SHALL BE SUBJECT TO SECTION 2.3(E)(IV).
ALL PREPAYMENTS OF A LOAN SHALL BE APPLIED FIRST TO THAT PORTION OF SUCH LOAN
COMPRISED OF BASE RATE LOANS AND THEN TO THAT PORTION OF SUCH LOAN COMPRISED OF
LIBOR LOANS, IN DIRECT ORDER OF INTEREST PERIOD MATURITIES.
ANY REQUIRED
PREPAYMENT IN RESPECT OF EITHER MAJOR CASUALTY PROCEEDS OR NET CASH PROCEEDS OF
ANY ASSET DISPOSITION SHALL BE APPLIED FIRST AGAINST OUTSTANDING REVOLVING LOANS
AND SWINGLINE LOANS, TO THE EXTENT THAT, AFTER GIVING EFFECT TO THE EVENT GIVING
RISE TO SUCH PROCEEDS AND ANY RELATED MODIFICATION OF THE MOST RECENTLY
DELIVERED BORROWING BASE CERTIFICATE TO REFLECT SUCH EVENT, A MANDATORY
PREPAYMENT OF REVOLVING LOANS AND/OR SWINGLINE LOANS WOULD BE REQUIRED PURSUANT
TO EITHER OF SECTION 2.2(C)(II) OR SECTION 2.2(E)(I), WITH THE REMAINING AMOUNT
OF SUCH PROCEEDS BEING APPLIED TO THE TERM LOANS AS PROVIDED HEREIN.
ALL
MANDATORY PREPAYMENTS OF TERM LOANS SHALL BE APPLIED PRO RATA BETWEEN THE TERM
LOANS ACCORDING TO
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THE OUTSTANDING PRINCIPAL AMOUNTS THEREOF AND, AS TO EACH TERM LOAN, PRO RATA TO
THE REMAINING INSTALLMENTS THEREOF.
ALL OPTIONAL PREPAYMENTS OF THE TERM LOANS
SHALL BE APPLIED FIRST TO TERM LOAN A, PRO RATA TO THE REMAINING INSTALLMENTS
THEREOF, AND FOLLOWING THE REPAYMENT IN FULL OF TERM LOAN A, TO TERM LOAN B, PRO
RATA TO THE REMAINING INSTALLMENTS THEREOF.
FOLLOWING THE PAYMENT IN FULL OF
THE TERM LOANS, ANY REMAINING AMOUNTS REQUIRED BY SECTION 2.1(C) TO BE USED TO
PREPAY THE TERM LOANS (WHETHER RESULTING FROM AN OPTIONAL PREPAYMENT OR A
MANDATORY PREPAYMENT) SHALL INSTEAD BE APPLIED AS A REPAYMENT OF THE OUTSTANDING
REVOLVING LOANS AND THE OUTSTANDING SWINGLINE LOANS (WHICH AMOUNTS APPLIED TO
THE REVOLVING LOANS AND SWINGLINE LOANS ARE SUBJECT TO REBORROWING IN ACCORDANCE
WITH THE TERMS OF THIS AGREEMENT).
(II)
BORROWER REPRESENTATIVE SHALL DELIVER TO
ADMINISTRATIVE AGENT AN APPROPRIATELY COMPLETED PAYMENT NOTIFICATION AT LEAST
TWO (2) BUSINESS DAYS PRIOR TO EACH MANDATORY PREPAYMENT PURSUANT TO
SECTION 2.1(C) AND EACH OPTIONAL PREPAYMENT PURSUANT TO SECTION 2.1(D), AND
ADMINISTRATIVE AGENT SHALL PROMPTLY NOTIFY EACH LENDER OF SUCH NOTICE.
SECTION 2.2
REVOLVING LOANS AND SWINGLINE
LOANS.
(A)
REVOLVING LOANS AND BORROWINGS.
(i)
On the terms and subject to the
conditions set forth herein, each Lender severally agrees to make Loans to
Borrowers from time to time as set forth herein (each a "Revolving Loan", and
collectively, "Revolving Loans") equal to such Lender's Revolving Loan
Commitment Percentage of Revolving Loans requested by Borrower Representative
hereunder, provided that after giving effect thereto, the Revolving Loan
Outstandings shall not exceed the Revolving Loan Limit.
Within the foregoing
limits, each Borrower may borrow under this Section 2.2(a)(i), may prepay or
repay Revolving Loans from time to time and may reborrow Revolving Loans
pursuant to this Section 2.2(a)(i).
(ii)
If Borrower Representative requests that
Revolving Lenders make, or permit to remain outstanding, Revolving Loans in an
aggregate