(A)PAYMENT ON MATURITY DATE.
The Borrower shall pay to the Agent, for the account of the Lenders, the
principal amount of all of the Loans on the Maturity Date in an amount equal to
the aggregate principal amount of all Loans outstanding on such date, together
with all accrued and unpaid interest thereon and all other amounts payable
hereunder.
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(B)LOANS IN EXCESS OF AGGREGATE COMMITMENTS.
IF, AT ANY TIME, THE AGGREGATE OUTSTANDING PRINCIPAL AMOUNT OF THE LOANS SHALL
EXCEED THE AGGREGATE COMMITMENTS, THEN THE BORROWER SHALL PREPAY THE LOANS IN AN
AMOUNT SUCH THAT THE AGGREGATE OUTSTANDING PRINCIPAL AMOUNT OF THE LOANS NO
LONGER EXCEEDS OF THE AGGREGATE COMMITMENTS.
(C)APPLICATION OF PREPAYMENTS.
SUBJECT TO SUBSECTION 1.10(C), ANY PREPAYMENTS OF THE LOANS PURSUANT TO
SECTION 1.7 SHALL BE APPLIED
FIRST TO ANY BASE RATE LOANS THEN OUTSTANDING AND
THEN TO OUTSTANDING EURODOLLAR RATE LOANS WITH THE SHORTEST INTEREST PERIODS
REMAINING.
TOGETHER WITH EACH PREPAYMENT UNDER THIS SECTION 1.8, THE BORROWER
SHALL PAY ANY AMOUNTS REQUIRED PURSUANT TO SECTION 10.4.
(D)NO IMPLIED CONSENT.
PROVISIONS CONTAINED IN THIS SECTION 1.8 FOR THE APPLICATION OF PROCEEDS OF
CERTAIN TRANSACTIONS SHALL NOT BE DEEMED TO CONSTITUTE CONSENT OF THE LENDERS TO
TRANSACTIONS THAT ARE NOT OTHERWISE PERMITTED BY THE TERMS HEREOF OR THE OTHER
LOAN DOCUMENTS.
SECTION 1.9
FEES.
(A)
FEES.
THE BORROWER SHALL PAY TO AGENT, FOR AGENT'S OWN ACCOUNT,
FEES IN THE AMOUNTS AND AT THE TIMES SET FORTH IN A LETTER AGREEMENT BETWEEN THE
BORROWER AND AGENT DATED OF EVEN DATE HEREWITH (AS AMENDED FROM TIME TO TIME,
THE "FEE LETTER").
(B)
UNUSED COMMITMENT FEE.
THE BORROWER SHALL PAY TO THE AGENT FOR THE
ACCOUNT OF EACH LENDER IN ACCORDANCE WITH ITS APPLICABLE PERCENTAGE, AN UNUSED
COMMITMENT FEE AT A RATE PER ANNUM EQUAL TO 0.30% TIMES THE ACTUAL DAILY AMOUNT
BY WHICH THE AGGREGATE COMMITMENT EXCEEDS THE AGGREGATE OUTSTANDING PRINCIPAL
AMOUNT OF THE LOANS.
THE COMMITMENT FEE SHALL ACCRUE AT ALL TIMES DURING THE
AVAILABILITY PERIOD, INCLUDING AT ANY TIME DURING WHICH ONE OR MORE OF THE
CONDITIONS IN ARTICLE II IS NOT MET, AND SHALL BE DUE AND PAYABLE QUARTERLY IN
ARREARS ON THE LAST BUSINESS DAY OF EACH MARCH, JUNE, SEPTEMBER AND DECEMBER,
COMMENCING WITH THE FIRST SUCH DATE TO OCCUR AFTER THE CLOSING DATE, AND ON THE
MATURITY DATE.
THE COMMITMENT FEE SHALL BE CALCULATED QUARTERLY IN ARREARS.
SECTION 1.10
PAYMENTS BY THE BORROWER.
(A)
ALL PAYMENTS (INCLUDING PREPAYMENTS) TO BE MADE BY THE
BORROWER ON ACCOUNT OF PRINCIPAL, INTEREST, FEES AND OTHER AMOUNTS REQUIRED
HEREUNDER SHALL BE MADE WITHOUT SET OFF, RECOUPMENT, COUNTERCLAIM OR DEDUCTION
OF ANY KIND, SHALL, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, BE MADE TO
AGENT (FOR THE RATABLE ACCOUNT OF THE PERSONS ENTITLED THERETO) AT THE ADDRESS
FOR PAYMENT SPECIFIED IN THE SIGNATURE PAGE HEREOF IN RELATION TO AGENT (OR SUCH
OTHER ADDRESS AS AGENT MAY FROM TIME TO TIME SPECIFY IN ACCORDANCE WITH SECTION
9.2), INCLUDING PAYMENTS UTILIZING THE ACH SYSTEM, AND SHALL BE MADE IN DOLLARS
AND BY WIRE TRANSFER