NOTICE IN ACCORDANCE
WITH THE PROVISIONS OF THIS SECTION 2.11(A).
THE APPLICABLE BORROWER, OR THE
COMPANY ON BEHALF OF THE APPLICABLE BORROWER, SHALL NOTIFY THE ADMINISTRATIVE
AGENT (AND, IN THE CASE OF PREPAYMENT OF A SWINGLINE LOAN, THE SWINGLINE LENDER)
BY TELEPHONE (CONFIRMED BY TELECOPY) OF ANY PREPAYMENT HEREUNDER (I) IN THE CASE
OF PREPAYMENT OF A EUROCURRENCY BORROWING, NOT LATER THAN 12:00 NOON, LOCAL
TIME, THREE BUSINESS DAYS (IN THE CASE OF A PREPAYMENT OF A EUROCURRENCY
BORROWING DENOMINATED IN DOLLARS TO THE COMPANY) AND FOUR BUSINESS DAYS (IN THE
CASE OF A EUROCURRENCY BORROWING DENOMINATED IN A FOREIGN CURRENCY OR A
EUROCURRENCY BORROWING TO A FOREIGN SUBSIDIARY BORROWER), IN EACH CASE BEFORE
THE DATE OF PREPAYMENT, (II) IN THE CASE OF PREPAYMENT OF AN ABR BORROWING, NOT
LATER THAN 12:00 NOON, NEW YORK CITY TIME, ONE BUSINESS DAY BEFORE THE DATE OF
PREPAYMENT OR (III) IN THE CASE OF PREPAYMENT OF A SWINGLINE LOAN, NOT LATER
THAN 12:00 NOON, NEW YORK CITY TIME, ON THE DATE OF PREPAYMENT.
EACH SUCH
NOTICE SHALL BE IRREVOCABLE AND SHALL SPECIFY THE PREPAYMENT DATE AND THE
PRINCIPAL AMOUNT OF EACH BORROWING OR PORTION THEREOF TO BE PREPAID; PROVIDED
THAT, (I) IF A NOTICE OF PREPAYMENT IS GIVEN IN CONNECTION WITH A CONDITIONAL
NOTICE OF TERMINATION OF THE COMMITMENTS AS CONTEMPLATED BY SECTION 2.09, THEN
SUCH NOTICE OF PREPAYMENT MAY BE REVOKED IF SUCH NOTICE OF TERMINATION IS
REVOKED IN ACCORDANCE WITH SECTION 2.09 AND (II) A PREPAYMENT NOTICE DELIVERED
BY A BORROWER IN RESPECT OF ANY VOLUNTARY PREPAYMENT OF TERM LOANS MAY STATE
THAT SUCH NOTICE IS CONDITIONED UPON THE EFFECTIVENESS OF OTHER CREDIT
FACILITIES, IN WHICH CASE SUCH NOTICE MAY BE REVOKED BY SUCH BORROWER (BY NOTICE
TO THE ADMINISTRATIVE AGENT ON OR PRIOR TO THE SPECIFIED EFFECTIVE DATE) IF SUCH
CONDITION IS NOT SATISFIED.
PROMPTLY FOLLOWING RECEIPT OF ANY SUCH NOTICE
RELATING TO A BORROWING (OTHER THAN A NOTICE RELATING TO A SWINGLINE LOAN), THE
ADMINISTRATIVE AGENT SHALL ADVISE THE LENDERS OF THE CONTENTS THEREOF.
EACH
PARTIAL PREPAYMENT OF ANY BORROWING SHALL BE IN AN AMOUNT THAT WOULD BE
PERMITTED IN THE CASE OF AN ADVANCE OF A REVOLVING BORROWING OF THE SAME TYPE AS
PROVIDED IN SECTION 2.02.
EACH VOLUNTARY PREPAYMENT OF A TERM LOAN BORROWING
WILL BE APPLIED RATABLY TO THE REMAINING AMORTIZATION PAYMENTS IN RESPECT OF THE
TERM LOANS.
EACH VOLUNTARY PREPAYMENT OF A REVOLVING BORROWING SHALL BE APPLIED
RATABLY TO THE LOANS INCLUDED IN THE PREPAID BORROWING.
PREPAYMENTS SHALL BE
ACCOMPANIED BY (I) ACCRUED INTEREST TO THE EXTENT REQUIRED BY SECTION 2.13 AND
(II) BREAK FUNDING PAYMENTS PURSUANT TO SECTION 2.16.
(B)
IF AT ANY TIME, (I) OTHER THAN AS A RESULT OF FLUCTUATIONS IN CURRENCY
EXCHANGE RATES, THE SUM OF THE AGGREGATE PRINCIPAL DOLLAR AMOUNT OF ALL OF THE
REVOLVING CREDIT EXPOSURES (CALCULATED, WITH RESPECT TO THOSE CREDIT EVENTS
DENOMINATED IN FOREIGN CURRENCIES, AS OF THE MOST RECENT COMPUTATION DATE WITH
RESPECT TO EACH SUCH CREDIT EVENT) EXCEEDS THE TOTAL REVOLVING COMMITMENTS AND
(II) SOLELY