OF THE TERM LOANS PURSUANT TO
SECTION 2.11(A) SHALL BE APPLIED TO THE REMAINING INSTALLMENTS OF THE TERM LOANS
AS THE BORROWERS MAY DIRECT.
(D)
ANY MANDATORY PREPAYMENT OF TERM LOANS PURSUANT TO SECTION 2.11(B)
OR (C) SHALL BE APPLIED SO THAT THE AGGREGATE AMOUNT OF SUCH PREPAYMENT IS
ALLOCATED AMONG THE TERM B LOANS AND OTHER TERM LOANS, IF ANY, PRO RATA BASED ON
THE AGGREGATE PRINCIPAL AMOUNT OF OUTSTANDING TERM B LOANS AND OTHER TERM LOANS,
IF ANY (UNLESS, WITH RESPECT TO OTHER TERM LOANS, THE INCREMENTAL ASSUMPTION
AGREEMENT RELATING THERETO DOES NOT SO REQUIRE).
PRIOR TO ANY REPAYMENT OF ANY
LOAN UNDER ANY FACILITY HEREUNDER, THE BORROWERS SHALL SELECT THE BORROWING OR
BORROWINGS UNDER THE APPLICABLE FACILITY TO BE REPAID AND SHALL NOTIFY THE
ADMINISTRATIVE AGENT BY TELEPHONE (CONFIRMED BY TELECOPY) OF SUCH SELECTION NOT
LATER THAN 2:00 P.M., LOCAL TIME, (I) IN THE CASE OF AN ABR BORROWING, ONE
BUSINESS DAY BEFORE THE SCHEDULED DATE OF SUCH REPAYMENT AND (II) IN THE CASE OF
A EUROCURRENCY BORROWING, THREE BUSINESS DAYS BEFORE THE SCHEDULED DATE OF SUCH
REPAYMENT.
EACH REPAYMENT OF A BORROWING (X) IN THE CASE OF THE REVOLVING
FACILITY, SHALL BE APPLIED TO THE REVOLVING FACILITY LOANS INCLUDED IN THE
REPAID BORROWING SUCH THAT EACH REVOLVING FACILITY LENDER RECEIVES ITS RATABLE
SHARE OF SUCH REPAYMENT (BASED UPON THE RESPECTIVE REVOLVING FACILITY CREDIT
EXPOSURES OF THE REVOLVING FACILITY LENDERS AT THE TIME OF SUCH REPAYMENT) AND
(Y) IN ALL OTHER CASES, SHALL BE APPLIED RATABLY TO THE LOANS INCLUDED IN THE
REPAID BORROWING.
REPAYMENTS OF LOANS (OTHER THAN REPAYMENTS OF ABR REVOLVING
FACILITY BORROWINGS THAT ARE NOT MADE IN CONNECTION WITH THE TERMINATION OR
PERMANENT REDUCTION OF THE REVOLVING FACILITY COMMITMENT) SHALL BE ACCOMPANIED
BY ACCRUED INTEREST ON THE AMOUNT REPAID.
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(E)
NOTWITHSTANDING ANYTHING TO THE CONTRARY, EACH PREPAYMENT OF TERM
LOANS PURSUANT TO SECTION 2.11(A) MADE ON OR BEFORE THE DATE THAT IS ONE YEAR
AFTER THE CLOSING DATE IN CONNECTION WITH ANY REPRICING TRANSACTION SHALL BE
ACCOMPANIED BY A PREPAYMENT PREMIUM EQUAL TO 1.00% OF THE AGGREGATE PRINCIPAL
AMOUNT OF EACH SUCH PREPAYMENT.
SECTION 2.11.
Prepayment of Loans.
(a)
The Borrowers shall have the right at
any time and from time to time to prepay any Loan in whole or in part, without
premium or penalty (but subject to Sections 2.10(e) and 2.16), in an aggregate
principal amount that is an integral multiple of the Borrowing Multiple and not
less than the Borrowing Minimum or, if less, the amount outstanding, subject to
prior notice in accordance with Section 2.10(d).
(B)
THE BORROWERS SHALL APPLY ALL NET PROCEEDS PROMPTLY UPON RECEIPT
THEREOF TO PREPAY TERM LOANS IN ACCORDANCE WITH PARAGRAPHS (C) AND (D) OF
SECTION 2.10.
NOTWITHSTANDING THE FOREGOING, THE BORROWERS MAY RETAIN NET
PROCEEDS PURSUANT TO CLAUSE (B) OF THE DEFINITION THEREOF IF THE TOTAL SENIOR
SECURED BANK LEVERAGE RATIO ON A PRO FORMA BASIS AFTER GIVING EFFECT TO THE
RELEVANT INCURRENCE OF INDEBTEDNESS WOULD BE LESS THAN OR EQUAL TO 2.25