THIS CLAUSE (E) FOR THE RESPECTIVE
PRIOR FISCAL QUARTER (DETERMINED WITHOUT REGARD TO THIS AND THE IMMEDIATELY
PRECEDING PROVISO).
(F)
TO THE EXTENT NOT THERETOFORE REPAID PURSUANT TO THE PROVISIONS
OF THIS AGREEMENT, (I) ALL OUTSTANDING RF LOANS AND SWINGLINE LOANS SHALL BE
REPAID IN FULL UPON THE TERMINATION OF THE TOTAL REVOLVING COMMITMENT, (II) ALL
OUTSTANDING B TERM LOANS AND RF LOANS SHALL BE REPAID IN FULL ON THE RELEVANT
MATURITY DATE THEREFOR, (III) ALL OUTSTANDING SWINGLINE LOANS SHALL BE REPAID IN
FULL ON THE SWINGLINE EXPIRY DATE AND (IV) ALL OUTSTANDING B TERM LOANS SHALL BE
REPAID IN FULL ON THE DATE A CHANGE OF CONTROL OCCURS.
(B)
Application:
WITH RESPECT TO EACH PREPAYMENT OF LOANS REQUIRED BY SECTION 3.02(A), THE
BORROWER MAY DESIGNATE THE TYPES OF LOANS WHICH ARE TO BE PREPAID AND THE
SPECIFIC BORROWING(S) UNDER THE AFFECTED FACILITY PURSUANT TO WHICH MADE,
PROVIDED THAT (I) IF ANY PREPAYMENT OF EURODOLLAR LOANS MADE PURSUANT TO A
SINGLE BORROWING SHALL REDUCE THE OUTSTANDING LOANS MADE PURSUANT TO SUCH
BORROWING TO AN AMOUNT LESS THAN THE MINIMUM BORROWING AMOUNT FOR SUCH
BORROWING, SUCH BORROWING SHALL BE IMMEDIATELY CONVERTED INTO BASE RATE LOANS;
(II) EXCEPT FOR THE DIFFERING TREATMENTS OF DEFAULTING LENDERS AND
NON-DEFAULTING LENDERS
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AS EXPRESSLY PROVIDED IN SECTION 3.02(A)(A), EACH PREPAYMENT OF ANY LOANS UNDER
A FACILITY MADE PURSUANT TO A GIVEN BORROWING SHALL BE APPLIED PRO RATA AMONG
SUCH LOANS; (III) REPAYMENTS OF EURODOLLAR LOANS PURSUANT TO THIS SECTION 3.02
MAY ONLY BE MADE ON THE LAST DAY OF AN INTEREST PERIOD APPLICABLE THERETO UNLESS
(X) ALL EURODOLLAR LOANS OF THE RESPECTIVE FACILITY WITH INTEREST PERIODS ENDING
ON SUCH DATE OF REQUIRED REPAYMENT AND ALL BASE RATE LOANS OF THE RESPECTIVE
FACILITY HAVE BEEN PAID IN FULL AND/OR (Y) CONCURRENTLY WITH SUCH REPAYMENT, THE
BORROWER PAYS ALL BREAKAGE COSTS AND OTHER AMOUNTS OWING TO EACH LENDER PURSUANT
TO SECTION 1.11.
IN THE ABSENCE OF A DESIGNATION BY THE BORROWER AS DESCRIBED
IN THE PRECEDING SENTENCE, THE ADMINISTRATIVE AGENT SHALL, SUBJECT TO THE ABOVE,
MAKE SUCH DESIGNATION IN ITS SOLE DISCRETION WITH A VIEW, BUT NO OBLIGATION, TO
MINIMIZE BREAKAGE COSTS OWING UNDER SECTION 1.11.
NOTWITHSTANDING THE FOREGOING
PROVISIONS OF THIS SECTION 3.02, IF AT ANY TIME THE MANDATORY REPAYMENT OF LOANS
PURSUANT TO THIS SECTION 3.02 WOULD RESULT, AFTER GIVING EFFECT TO THE
PROCEDURES SET FORTH IN CLAUSE (III) OF THE SECOND PRECEDING SENTENCE, IN THE
BORROWER INCURRING BREAKAGE COSTS UNDER SECTION 1.11 AS A RESULT OF EURODOLLAR
LOANS BEING REPAID OTHER THAN ON THE LAST DAY OF AN INTEREST PERIOD APPLICABLE
THERETO (ANY SUCH EURODOLLAR LOANS, "AFFECTED LOANS"), THE BORROWER MAY (IN LIEU
OF MAKING SUCH PAYMENT) ELECT, BY WRITTEN NOTICE TO THE ADMINISTRATIVE AGENT, TO
HAVE THE PROVISIONS OF THE FOLLOWING SENTENCE BE APPLICABLE.
AT THE TIME ANY
AFFECTED LOANS ARE OTHERWISE REQUIRED TO BE PREPAID, THE BORROWER MAY ELECT TO
DEPOSIT 100% (OR SUCH LESSER PERCENTAGE ELECTED BY THE BORROWER AS NOT BEING
REPAID) OF THE PRINCIPAL AMOUNTS THAT OTHERWISE WOULD