ANY TERM LOANS OR OTHER TERM LOANS OF ANY CLASS ARE CONVERTED INTO A
NEW CLASS OF TERM LOANS OR OTHER TERM LOANS PURSUANT TO AN EXTENSION EFFECTED
PURSUANT TO SECTION 2.25, THEN THE TERM LOAN REPAYMENT AMOUNT AND THE
INCREMENTAL TERM LOAN REPAYMENT AMOUNT ATTRIBUTABLE TO EACH TERM LOAN OR OTHER
TERM LOAN OF EACH CLASS THAT WAS OUTSTANDING PRIOR TO AND REMAINS OUTSTANDING
AFTER SUCH PURCHASE OFFER, PERMITTED DEBT EXCHANGE OR EXTENSION, AS THE CASE MAY
BE, WILL NOT BE REDUCED OR OTHERWISE AFFECTED BY SUCH TRANSACTION (I.E., IN THE
CASE OF THE SCHEDULED QUARTERLY INSTALLMENT PAYMENTS, WILL CONTINUE TO BE 0.25%
OF THE INITIAL AMOUNT OF SUCH TERM LOAN OR OTHER TERM LOAN ON THE DATE IT WAS
ORIGINALLY MADE).
SECTION 2.12. OPTIONAL PREPAYMENTS; CERTAIN LOAN REPURCHASES.
(A)
THE BORROWER
SHALL HAVE THE RIGHT AT ANY TIME AND FROM TIME TO TIME TO PREPAY ANY BORROWING,
IN WHOLE OR IN PART, UPON WRITTEN OR FAX NOTICE (OR TELEPHONE NOTICE PROMPTLY
CONFIRMED BY WRITTEN OR FAX NOTICE) DELIVERED TO THE ADMINISTRATIVE AGENT (I) BY
11:00 A.M., NEW YORK CITY TIME, AT LEAST THREE BUSINESS DAYS PRIOR TO THE DATE
DESIGNATED
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FOR SUCH PREPAYMENT, IN THE CASE OF ANY PREPAYMENT OF A EURODOLLAR BORROWING, OR
(II) BY 11:00 A.M., NEW YORK CITY TIME, ON THE DATE DESIGNATED FOR SUCH
PREPAYMENT IN THE CASE OF ANY PREPAYMENT OF AN ABR BORROWING; PROVIDED, HOWEVER,
THAT EACH PARTIAL PAYMENT SHALL BE IN AN AMOUNT THAT IS AN INTEGRAL MULTIPLE OF,
IN THE CASE OF AN ABR BORROWING, $1,000,000 AND, IN THE CASE OF A EURODOLLAR
BORROWING, $5,000,000 (OR, IN EACH CASE, THE ENTIRE AMOUNT OF THE BORROWING
BEING PREPAID).
(B)
OPTIONAL PREPAYMENTS OF TERM LOANS MADE BY THE BORROWER PURSUANT TO
PARAGRAPH (A) ABOVE SHALL BE ALLOCATED BETWEEN CLASSES OF TERM LOANS (AND TO THE
REMAINING SCHEDULED INSTALLMENTS OF PRINCIPAL WITH RESPECT TO TERM LOANS OF ANY
CLASS) IN A MANNER DETERMINED AT THE DISCRETION OF THE BORROWER.
(C)
EACH NOTICE OF OPTIONAL PREPAYMENT SHALL SPECIFY (I) THE AMOUNT TO BE
PREPAID, (II) THE PREPAYMENT DATE, (III) THE CLASS OF LOANS TO BE PREPAID AND
(IV) THE ALLOCATION OF THE AMOUNT SPECIFIED PURSUANT TO CLAUSE (I) AMONG THE
LOANS SPECIFIED PURSUANT TO CLAUSE (III).
EACH NOTICE OF OPTIONAL PREPAYMENT
SHALL BE IRREVOCABLE AND SHALL COMMIT THE BORROWER TO PREPAY SUCH OBLIGATIONS BY
THE AMOUNT SPECIFIED THEREIN ON THE DATE SPECIFIED THEREIN.
ALL PREPAYMENTS
PURSUANT TO THIS SECTION 2.12 SHALL BE SUBJECT TO SECTION 2.15 AND, IF
APPLICABLE, SECTION 2.26, AND SHALL BE ACCOMPANIED BY ACCRUED AND UNPAID
INTEREST ON THE PRINCIPAL AMOUNT PAID TO BUT EXCLUDING THE DATE OF PAYMENT, BUT
SHALL OTHERWISE BE WITHOUT PREMIUM OR PENALTY.
(D)
EXCEPT AS SPECIFICALLY SET FORTH IN THE LAST SENTENCE OF SECTION 2.13(B),
NO OPTIONAL PREPAYMENT OF LOANS MADE BY THE BORROWER PURSUANT TO THIS
SECTION 2.12 SHALL REDUCE THE BORROWER'S OBLIGATION TO MAKE MANDATORY
PREPAYMENTS PURSUANT TO SECTION 2.13(A), (B) OR (C).
SECTION 2.13. MANDATORY PREPAYMENTS.
(A)
NO LATER THAN THE