TIME TO PREPAY ANY BORROWING, IN WHOLE OR IN PART,
WITHOUT PREMIUM OR PENALTY, BY GIVING IRREVOCABLE WRITTEN NOTICE (OR TELEPHONIC
NOTICE PROMPTLY CONFIRMED IN WRITING) TO THE ADMINISTRATIVE AGENT NO LATER THAN
(I) IN THE CASE OF PREPAYMENT OF ANY EURODOLLAR BORROWING, 11:00 A.M. (NEW YORK
TIME)
NOT LESS THAN THREE (3) BUSINESS DAYS PRIOR TO ANY SUCH PREPAYMENT, (II)
IN THE CASE OF ANY PREPAYMENT OF ANY BASE RATE BORROWING, NOT LESS THAN ONE
BUSINESS DAY PRIOR TO THE DATE OF SUCH PREPAYMENT, AND (III) IN THE CASE OF
SWINGLINE BORROWINGS, PRIOR TO 11:00 A.M. (NEW YORKTIME) ON THE DATE OF SUCH
PREPAYMENT.
EACH SUCH NOTICE SHALL BE IRREVOCABLE AND SHALL SPECIFY THE
PROPOSED DATE OF SUCH PREPAYMENT AND THE PRINCIPAL AMOUNT OF EACH BORROWING OR
PORTION THEREOF TO BE PREPAID.
UPON RECEIPT OF ANY SUCH NOTICE, THE
ADMINISTRATIVE AGENT SHALL PROMPTLY NOTIFY EACH AFFECTED LENDER OF THE CONTENTS
THEREOF AND OF SUCH LENDER'S PRO RATA SHARE OF ANY SUCH PREPAYMENT.
IF SUCH
NOTICE IS GIVEN, THE AGGREGATE AMOUNT SPECIFIED IN SUCH NOTICE SHALL BE DUE AND
PAYABLE ON THE DATE DESIGNATED IN SUCH NOTICE, TOGETHER WITH ACCRUED INTEREST TO
SUCH DATE ON THE AMOUNT SO PREPAID IN ACCORDANCE WITH SECTION 2.13(D); PROVIDED,
THAT IF A EURODOLLAR BORROWING IS PREPAID ON A DATE OTHER THAN THE LAST DAY OF
AN INTEREST PERIOD APPLICABLE THERETO, THE BORROWER SHALL ALSO PAY ALL AMOUNTS
REQUIRED PURSUANT TO SECTION 2.19.
EACH PARTIAL PREPAYMENT OF ANY LOAN (OTHER
THAN A SWINGLINE LOAN) SHALL BE IN AN AMOUNT THAT WOULD BE PERMITTED IN THE CASE
OF AN ADVANCE OF A REVOLVING BORROWING OF THE SAME TYPE PURSUANT TO SECTION 2.2
OR IN THE CASE OF A SWINGLINE LOAN PURSUANT TO SECTION 2.4.
EACH PREPAYMENT OF
A BORROWING SHALL BE APPLIED RATABLY TO THE LOANS COMPRISING SUCH BORROWING, AND
IN THE CASE OF A PREPAYMENT OF A TERM LOAN BORROWING, TO PRINCIPAL INSTALLMENTS
IN INVERSE ORDER OF MATURITY.
SECTION 2.12.
MANDATORY PREPAYMENTS.
IF AT ANY TIME THE REVOLVING CREDIT
EXPOSURE OF ALL LENDERS EXCEEDS THE AGGREGATE REVOLVING COMMITMENT AMOUNT, AS
REDUCED PURSUANT TO SECTION 2.8 OR OTHERWISE, THE BORROWER SHALL IMMEDIATELY
REPAY SWINGLINE LOANS AND REVOLVING LOANS IN AN AMOUNT EQUAL TO SUCH EXCESS,
TOGETHER WITH ALL ACCRUED AND UNPAID INTEREST ON SUCH EXCESS AMOUNT AND ANY
AMOUNTS DUE UNDER SECTION 2.19.
EACH PREPAYMENT SHALL BE APPLIED FIRST TO THE
SWINGLINE LOANS TO THE FULL EXTENT THEREOF, SECOND TO THE BASE RATE LOANS TO THE
FULL EXTENT THEREOF, AND FINALLY TO EURODOLLAR LOANS TO THE FULL EXTENT
THEREOF.
IF AFTER GIVING EFFECT TO PREPAYMENT OF ALL SWINGLINE LOANS AND
REVOLVING LOANS, THE REVOLVING CREDIT EXPOSURE OF ALL LENDERS EXCEEDS THE
AGGREGATE REVOLVING COMMITMENT AMOUNT, THE BORROWER SHALL DEPOSIT IN AN ACCOUNT
WITH THE ADMINISTRATIVE AGENT, IN THE NAME OF THE ADMINISTRATIVE AGENT AND FOR
THE BENEFIT OF THE ISSUING BANK AND THE LENDERS, AN AMOUNT IN CASH EQUAL TO SUCH
EXCESS PLUS ANY ACCRUED AND UNPAID FEES THEREON TO BE HELD AS COLLATERAL FOR THE