WITH CLAUSE (E) BELOW.
(D)
UPON THE OCCURRENCE OF A CHANGE OF CONTROL TRIGGERING EVENT, THE BORROWER
SHALL WITHIN 30 DAYS OF SUCH OCCURRENCE NOTIFY THE ADMINISTRATIVE AGENT THEREOF
AND PREPAY THE LOANS NOT LATER THAN 30 BUSINESS DAYS FOLLOWING SUCH
NOTIFICATION; PROVIDED, HOWEVER THAT (I) AT THE EXPIRATION OF SUCH 30 BUSINESS
DAY PERIOD, THE ADMINISTRATIVE AGENT SHALL NOTIFY THE BORROWER OF THE REQUIRED
AMOUNT OF SUCH PREPAYMENT (AS REDUCED BY ANY PORTION THEREOF WHICH HAS BEEN
REJECTED BY DECLINING LENDERS PURSUANT TO CLAUSE (E) BELOW) AND THE BORROWER
SHALL IMMEDIATELY PREPAY THE LOANS IN SUCH AMOUNT IN ACCORDANCE WITH CLAUSE
(E) BELOW AND (II) THE BORROWER SHALL ALSO PAY, ON THE DATE OF SUCH PREPAYMENT,
TO EACH LENDER RECEIVING SUCH PREPAYMENT A FEE EQUAL TO 1.00% OF THE PRINCIPAL
AMOUNT OF THE LOANS PREPAID TO SUCH LENDER.
(E)
WITH RESPECT TO ANY PROPOSED MANDATORY PREPAYMENT OF THE LOANS PURSUANT TO
CLAUSE (B), (C) OR (D) ABOVE, ANY LENDER MAY, AT ITS OPTION, ELECT NOT TO ACCEPT
SUCH PREPAYMENT (ANY LENDER MAKING SUCH ELECTION BEING A "DECLINING LENDER") AS
FOLLOWS: EACH DECLINING LENDER SHALL GIVE WRITTEN NOTICE THEREOF TO THE
ADMINISTRATIVE AGENT NOT LATER THAN 10:00 A.M. NEW YORK CITY TIME ON THE DATE
WHICH IS TWO BUSINESS DAYS PRIOR TO THE DATE ON WHICH THE ADMINISTRATIVE AGENT
IS REQUIRED TO NOTIFY THE BORROWER OF THE AMOUNT OF THE APPLICABLE PREPAYMENT
PURSUANT TO CLAUSE (B), (C) OR (D) ABOVE.
ON THE DATE OF PREPAYMENT, AN AMOUNT
EQUAL TO THAT PORTION OF THE LOAN THEN TO BE PREPAID (LESS THE AMOUNT THEREOF
THAT WOULD OTHERWISE BE PAYABLE TO DECLINING LENDERS) SHALL BE PAID TO THE
LENDERS THAT ARE NOT DECLINING LENDERS IN ACCORDANCE WITH SUBSECTION (F) BELOW.
IN THE EVENT THAT THE ADMINISTRATIVE AGENT HAS NOT, WITH RESPECT TO ANY
MANDATORY PREPAYMENT, RECEIVED A NOTICE FROM A LENDER IN ACCORDANCE WITH THIS
CLAUSE (E), SUCH LENDER SHALL BE DEEMED TO HAVE WAIVED ITS RIGHTS UNDER THIS
CLAUSE (E) TO DECLINE RECEIPT THEREOF.
(F)
THE BORROWER (OR LEVEL 3 ON ITS BEHALF) SHALL NOTIFY THE ADMINISTRATIVE
AGENT BY TELEPHONE (CONFIRMED BY TELECOPY) OF ANY PREPAYMENT HEREUNDER NOT LATER
THAN 1:00 P.M., NEW YORK CITY TIME, TWO BUSINESS DAYS BEFORE THE DATE OF
PREPAYMENT OR SUCH LESSER PERIOD AS MAY BE ACCEPTABLE TO THE ADMINISTRATIVE
AGENT.
EACH SUCH NOTICE SHALL BE IRREVOCABLE AND SHALL SPECIFY THE PREPAYMENT
DATE, THE PRINCIPAL AMOUNT TO BE PREPAID AND, IN THE CASE OF A MANDATORY
PREPAYMENT, A REASONABLY DETAILED CALCULATION OF
50
THE AMOUNT OF SUCH PREPAYMENT AND, IN THE CASE OF A PREPAYMENT PURSUANT TO
CLAUSE (A) OF THIS SECTION, THE CLASS OR CLASSES TO WHICH SUCH PREPAYMENT SHALL
BE APPLIED.
PROMPTLY FOLLOWING RECEIPT OF ANY SUCH NOTICE, THE ADMINISTRATIVE
AGENT SHALL ADVISE THE LENDERS OF THE CONTENTS THEREOF.
PREPAYMENTS SHALL BE
ACCOMPANIED BY ACCRUED INTEREST TO THE EXTENT REQUIRED BY SECTION 2.07.
IF ANY
PREPAYMENT PURSUANT TO THIS SECTION IS MADE BY THE BORROWER OTHER THAN ON THE
LAST DAY OF THE INTEREST