LOANS AND
REVOLVING CREDIT COMMITMENT REDUCTIONS MADE PURSUANT TO CLAUSE (A) AND (B) ABOVE
SHALL BE APPLIED, (1) FIRST, TO THE PREPAYMENT OF THE TERM LOANS AND (2) SECOND,
TO PREPAY REVOLVING CREDIT LOANS AND SWINGLINE LOANS (AND, SOLELY IN THE CASE OF
MANDATORY PREPAYMENTS MADE PURSUANT TO CLAUSE (A) ABOVE, TO REDUCE PERMANENTLY
THE REVOLVING CREDIT COMMITMENTS).
ANY SUCH PERMANENT REDUCTION OF THE
REVOLVING CREDIT COMMITMENTS SHALL BE ACCOMPANIED BY PREPAYMENT OF THE REVOLVING
CREDIT LOANS AND/OR SWINGLINE LOANS TO THE EXTENT, IF ANY, THAT THE AGGREGATE
AMOUNT OF THE REVOLVING CREDIT LOANS OUTSTANDING, THE LETTER OF CREDIT USAGE AND
THE SWINGLINE LOANS OUTSTANDING EXCEEDS THE AMOUNT OF THE BANKS' REVOLVING
CREDIT COMMITMENTS AS SO REDUCED; PROVIDED THAT IF THE AGGREGATE PRINCIPAL
AMOUNT OF REVOLVING CREDIT LOANS AND SWINGLINE LOANS THEN OUTSTANDING IS LESS
THAN THE AMOUNT OF SUCH EXCESS (BECAUSE LETTER OF CREDIT USAGE CONSTITUTES A
PORTION THEREOF), THE BORROWER SHALL, TO THE EXTENT OF THE BALANCE OF SUCH
EXCESS, REPLACE OUTSTANDING LETTERS OF CREDIT AND/OR DEPOSIT LETTER OF CREDIT
COLLATERAL IN THE LETTER OF CREDIT COLLATERAL ACCOUNT, WITH INTEREST ACCRUING
THEREON IN ACCORDANCE WITH THE PROVISIONS OF SECTION 6.4.
EACH PREPAYMENT OF
THE LOANS UNDER THIS SECTION 2.12 (EXCEPT IN THE CASE OF REVOLVING CREDIT LOANS
THAT ARE BASE RATE LOANS AND SWINGLINE LOANS) SHALL BE ACCOMPANIED BY ACCRUED
INTEREST THEREON TO THE DATE OF SUCH PREPAYMENT ON THE AMOUNT PREPAID.
(E)
EACH MANDATORY PREPAYMENT AND COMMITMENT REDUCTION PURSUANT TO
CLAUSE (A), (B) OR (C) ABOVE SHALL BE APPLIED RATABLY ACCORDING TO THE
RESPECTIVE OUTSTANDING PRINCIPAL AMOUNTS OF THE LOANS BEING PREPAID OR REVOLVING
CREDIT COMMITMENTS, AS APPLICABLE, THEN HELD BY THE BANKS.
THE APPLICATION OF
ANY MANDATORY PREPAYMENT PURSUANT TO CLAUSE (A) OR (B) ABOVE, IF MADE IN
DOLLARS, SHALL BE MADE, FIRST, TO BASE RATE LOANS AND, SECOND, TO EURO-CURRENCY
LOANS.
EACH PREPAYMENT OF THE LOANS UNDER THIS SECTION 2.12 SHALL BE
ACCOMPANIED BY ACCRUED AND UNPAID INTEREST THEREON TO THE DATE OF SUCH
PREPAYMENT ON THE AMOUNT SO PREPAID.
45
Section 2.13. Non-Pro Rata Prepayments.
Notwithstanding anything to the
contrary herein, the Borrower, with the consent of the Banks whose Loans are to
be prepaid pursuant to this Section 2.13, shall be permitted to make non-pro
rata optional prepayments of the Loans at a Discount greater than or equal to
20% of the aggregate principal amount of Loans to be so prepaid; provided that
(i) the Loans so prepaid are cancelled and, in the case of any prepayment of
Revolving Credit Loans pursuant to this Section 2.13, a commensurate amount of
the applicable Bank's Revolving Credit Commitment shall be concurrently
cancelled and thereafter, for purposes of determining borrowing amounts,
obligations in respect of Letters of Credit and Swingline Loans, repayment or
prepayment of principal, obligations under Section 7.6 and similar items (but
not payments of interest), such prepayment shall be treated to the extent
applicable as though it were the equivalent of the purchase of a "last-out"
participation in such Revolving Credit Commitment,