BASE RATE LOANS AND (Y) AT LEAST THREE BUSINESS DAYS' PRIOR WRITTEN NOTICE (OR
TELEPHONIC NOTICE PROMPTLY CONFIRMED IN WRITING) OF ITS INTENT TO PREPAY
EURODOLLAR RATE LOANS, THE AMOUNT OF SUCH PREPAYMENT AND THE TYPES OF LOANS TO
BE PREPAID AND, IN THE CASE OF EURODOLLAR RATE LOANS, THE SPECIFIC BORROWING OR
BORROWINGS PURSUANT TO WHICH MADE, WHICH NOTICE THE ADMINISTRATIVE AGENT SHALL
PROMPTLY TRANSMIT TO EACH OF THE LENDERS; AND (II) PREPAYMENTS OF EURODOLLAR
RATE LOANS MADE ON A DAY OTHER THAN THE LAST DAY OF AN INTEREST PERIOD
APPLICABLE THERETO SHALL BE ACCOMPANIED BY ANY AMOUNTS OWING PURSUANT TO
SECTION 4.5(B).
(G)
APPORTIONMENT AND APPLICATION OF PAYMENTS AND REDUCTIONS TO TOTAL
COMMITMENTS.
(I)
WITH RESPECT TO EACH REPAYMENT OF LOANS PURSUANT TO THIS
SECTION 2.5, THE BORROWER MAY DESIGNATE THE TYPES OF LOANS WHICH ARE TO BE
REPAID AND THE SPECIFIC BORROWING(S) PURSUANT TO WHICH MADE; PROVIDED THAT
(I) IF EURODOLLAR RATE LOANS ARE REPAID ON A DAY THAT IS OTHER THAN THE LAST DAY
OF AN INTEREST PERIOD APPLICABLE THERETO, SUCH REPAYMENT SHALL BE ACCOMPANIED BY
ANY AMOUNTS OWING PURSUANT TO SECTION 4.5(B); (II) IF ANY PARTIAL PREPAYMENT OF
EURODOLLAR RATE LOANS MADE PURSUANT TO ANY BORROWING SHALL REDUCE THE
OUTSTANDING EURODOLLAR RATE LOANS MADE PURSUANT TO SUCH BORROWING TO AN AMOUNT
LESS THAN $1,000,000, THEN SUCH BORROWING MAY NOT BE CONTINUED AS A BORROWING OF
EURODOLLAR RATE LOANS AND ANY ELECTION OF AN INTEREST PERIOD WITH RESPECT
THERETO GIVEN BY THE BORROWER SHALL HAVE NO FORCE OR EFFECT; AND (III) EACH
REPAYMENT OF ANY LOANS MADE PURSUANT TO A BORROWING SHALL, EXCEPT AS PROVIDED IN
SECTION 2.4(E) AND (IN THE CASE OF TERM LOANS) SUBJECT TO THE PROVISIONS OF
SECTION 2.5(N), BE APPLIED PRO RATA AMONG THE LENDERS THAT MADE SUCH LOANS.
IF
THE BORROWER IS REQUIRED TO REPAY ANY EURODOLLAR RATE LOANS AS A RESULT OF THE
APPLICATION OF SECTION 2.5(I), (J), (K) OR (L) AND SUCH PREPAYMENT WILL RESULT
IN THE BORROWER BEING REQUIRED TO PAY BREAKAGE COSTS UNDER SECTION 4.5(B) (ANY
SUCH EURODOLLAR RATE LOANS, "AFFECTED LOANS"), THE BORROWER MAY 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 IMMEDIATELY REPAID) OF THE
PRINCIPAL AMOUNTS THAT OTHERWISE WOULD HAVE BEEN PAID IN RESPECT OF THE AFFECTED
LOANS WITH THE ADMINISTRATIVE AGENT TO BE HELD AS SECURITY FOR THE OBLIGATIONS
OF THE BORROWER HEREUNDER FOR A PERIOD NOT TO EXCEED 60 DAYS PURSUANT TO A CASH
COLLATERAL AGREEMENT TO BE ENTERED INTO IN FORM AND SUBSTANCE 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 SUCH
EURODOLLAR RATE LOANS) UPON EACH OCCURRENCE THEREAFTER OF THE LAST DAY OF AN
INTEREST PERIOD APPLICABLE TO EURODOLLAR RATE LOANS OF THE