SUCH EXCESS, REPLACE OUTSTANDING REVOLVING LETTERS
OF CREDIT AND/OR DEPOSIT AN AMOUNT IN CASH IN A CASH COLLATERAL ACCOUNT
ESTABLISHED WITH THE ADMINISTRATIVE AGENT FOR THE BENEFIT OF THE LENDERS
PURSUANT TO AN ACCOUNT CONTROL AGREEMENT IN FORM AND SUBSTANCE REASONABLY
SATISFACTORY TO THE ADMINISTRATIVE AGENT.
THE APPLICATION OF ANY PREPAYMENT
PURSUANT TO SECTION 2.11 SHALL BE MADE, FIRST, TO ABR LOANS AND, SECOND, TO
EURODOLLAR LOANS.
EACH PREPAYMENT OF THE LOANS UNDER SECTION 2.11 (EXCEPT IN
THE CASE OF REVOLVING LOANS THAT ARE ABR LOANS AND SWINGLINE LOANS) SHALL BE
ACCOMPANIED BY ACCRUED INTEREST TO THE DATE OF SUCH PREPAYMENT ON THE AMOUNT
PREPAID.
(D)
IF THE BORROWER IS REQUIRED BY THIS
SECTION 2.11 TO PREPAY ANY EURODOLLAR LOANS AND SUCH PREPAYMENT WILL RESULT IN
THE BORROWER BEING REQUIRED TO PAY BREAKAGE COSTS UNDER SECTION 2.20 (ANY SUCH
EURODOLLAR LOANS, "AFFECTED LOANS"), THE BORROWER MAY ELECT, BY WRITTEN NOTICE
TO THE ADMINISTRATIVE AGENT SO LONG AS NO DEFAULT OR EVENT OF DEFAULT SHALL HAVE
OCCURRED AND BE CONTINUING, TO DEPOSIT WITH THE ADMINISTRATIVE AGENT, ON OR
PRIOR TO THE DATE OF PREPAYMENT OF SUCH AFFECTED LOANS, 100% (OR SUCH LESSER
PERCENTAGE ELECTED BY THE BORROWER) OF THE PRINCIPAL AMOUNTS THAT OTHERWISE
WOULD HAVE BEEN PAID IN RESPECT OF THE AFFECTED LOANS AND DEFER THE DATE OF
PREPAYMENT OF SUCH AFFECTED LOANS TO THE EXTENT SUCH LOANS ARE CASH
COLLATERALIZED AS PROVIDED IN THIS SECTION 2.11(D).
SUCH AMOUNTS WILL BE HELD
AS SECURITY FOR THE OBLIGATIONS OF THE BORROWER HEREUNDER PURSUANT TO AN ACCOUNT
CONTROL AGREEMENT TO BE ENTERED INTO IN FORM AND SUBSTANCE REASONABLY
SATISFACTORY TO THE ADMINISTRATIVE AGENT, WITH SUCH CASH COLLATERAL TO BE
RELEASED FROM SUCH CASH COLLATERAL ACCOUNT (AND APPLIED TO REPAY THE PRINCIPAL
AMOUNT OF AFFECTED LOANS) UPON EACH OCCURRENCE THEREAFTER OF THE LAST DAY OF AN
INTEREST PERIOD APPLICABLE TO THE RELEVANT LOANS (OR SUCH EARLIER DATE OR DATES
AS SHALL BE REQUESTED BY THE BORROWER), WITH THE AMOUNT TO BE SO RELEASED AND
APPLIED ON THE LAST DAY OF EACH INTEREST PERIOD TO BE THE AMOUNT OF THE RELEVANT
LOANS TO WHICH SUCH INTEREST PERIOD APPLIES (OR, IF LESS, THE AMOUNT REMAINING
IN SUCH CASH COLLATERAL ACCOUNT); PROVIDED THAT, NOTWITHSTANDING ANYTHING IN
THIS AGREEMENT TO THE CONTRARY, THE BORROWER ACKNOWLEDGES AND AGREES THAT IN
CALCULATING THE AVAILABLE REVOLVING COMMITMENTS, SUCH EURODOLLAR LOANS THAT HAVE
NOT BEEN PREPAID IN ACCORDANCE WITH THIS SECTION 2.11(D) SHALL BE TREATED AS
REVOLVING EXTENSIONS OF CREDIT UNTIL SUCH UNPAID EURODOLLAR LOANS ARE ACTUALLY
PREPAID; AND PROVIDED FURTHER THAT SUCH UNPAID EURODOLLAR LOANS SHALL CONTINUE
TO BEAR INTEREST IN ACCORDANCE WITH SECTION 2.14 UNTIL SUCH UNPAID EURODOLLAR
LOANS OR THE RELATED PORTION OF SUCH EURODOLLAR LOANS, AS THE CASE MAY BE, HAVE
OR HAS BEEN PREPAID.
2.12.
Conversion and Continuation Options.
(a)
The
Borrower may elect from time to time to convert Eurodollar Loans to ABR Loans by
giving the Administrative Agent prior irrevocable notice of such election no
later than 11:00 A.M., New York City time, on the