OF PREPAYMENT SHALL SPECIFY THE PREPAYMENT DATE, THE CLASS AND TYPE OF
EACH LOAN BEING PREPAID (WHICH SPECIFICATION SHALL COMPLY WITH THIS SECTION
2.13) AND THE PRINCIPAL AMOUNT OF EACH TERM LOAN (OR PORTION THEREOF) TO BE
PREPAID.
ALL PREPAYMENTS OF BORROWINGS UNDER THIS SECTION 2.13 SHALL BE SUBJECT
TO SECTION 2.15 AND SHALL BE ACCOMPANIED BY ACCRUED BUT UNPAID INTEREST ON THE
PRINCIPAL AMOUNT PAID TO BUT EXCLUDING THE DATE OF PAYMENT, BUT SHALL OTHERWISE
BE WITHOUT PREMIUM OR PENALTY.
62
(H)
TO THE EXTENT CONSISTENT WITH PARAGRAPH (F) ABOVE, AMOUNTS TO BE APPLIED
PURSUANT TO THIS SECTION 2.13 TO THE PREPAYMENT OF LOANS SHALL BE APPLIED TO
REDUCE OUTSTANDING ABR LOANS AND, IF APPLICABLE, CANADIAN PRIME RATE LOANS PRIOR
TO BEING APPLIED TO REDUCE LOANS OF ANY OTHER TYPE.
IN THE CASE OF ANY
MANDATORY PREPAYMENT OF EURODOLLAR LOANS PURSUANT TO THIS SECTION 2.13 (OTHER
THAN ANY MANDATORY PREPAYMENT OF LOANS OF ANY CLASS REQUIRED IN CONNECTION WITH
THE EXPIRATION OR TERMINATION IN WHOLE OF COMMITMENTS OF SUCH CLASS), THE
APPLICABLE BORROWER MAY, AT ITS OPTION, DEPOSIT INTO THE PREPAYMENT ACCOUNT (AS
DEFINED BELOW) AN AMOUNT IN CASH EQUAL TO SUCH MANDATORY PREPAYMENT RATHER THAN
PREPAYING SUCH LOAN ON THE DATE OTHERWISE DUE PURSUANT TO THIS SECTION 2.13.
THE ADMINISTRATIVE AGENT SHALL APPLY ANY CASH DEPOSITED INTO THE PREPAYMENT
ACCOUNT SOLELY TO PREPAY EURODOLLAR LOANS WITH RESPECT TO WHICH SUCH DEPOSIT HAS
BEEN MADE ON THE LAST DAY OF THE APPLICABLE INTEREST PERIODS (OR ON AN EARLIER
DATE IF (I) DIRECTED TO DO SO BY THE APPLICABLE BORROWER OR (II) AN EVENT OF
DEFAULT SHALL HAVE OCCURRED AND IS CONTINUING).
FOR PURPOSES OF THIS AGREEMENT,
THE TERM "PREPAYMENT ACCOUNT" SHALL MEAN AN ACCOUNT ESTABLISHED BY THE
APPLICABLE BORROWER WITH THE ADMINISTRATIVE AGENT AND OVER WHICH THE
ADMINISTRATIVE AGENT SHALL HAVE EXCLUSIVE DOMINION AND CONTROL, INCLUDING THE
EXCLUSIVE RIGHT OF WITHDRAWAL FOR APPLICATION IN ACCORDANCE WITH THIS
PARAGRAPH (H).
EACH BORROWER HEREBY GRANTS TO THE ADMINISTRATIVE AGENT, FOR THE
BENEFIT OF THE ADMINISTRATIVE AGENT AND THE LENDERS, A SECURITY INTEREST IN THE
PREPAYMENT ACCOUNT TO SECURE THE OBLIGATIONS OWED TO SUCH PERSONS.
THE
ADMINISTRATIVE AGENT WILL, AT THE REQUEST OF THE APPLICABLE BORROWER, INVEST
AMOUNTS ON DEPOSIT IN THE PREPAYMENT ACCOUNT IN PERMITTED INVESTMENTS THAT
MATURE PRIOR TO THE LAST DAY OF THE APPLICABLE INTEREST PERIODS OF THE
EURODOLLAR BORROWINGS TO BE PREPAID; PROVIDED, HOWEVER, THAT (A) THE
ADMINISTRATIVE AGENT SHALL NOT BE REQUIRED TO MAKE ANY INVESTMENT THAT, IN ITS
SOLE JUDGMENT, WOULD RESULT IN ANY VIOLATION OF ANY LAW, STATUTE, RULE OR
REGULATION AND (B) THE ADMINISTRATIVE AGENT SHALL HAVE NO OBLIGATION TO INVEST
AMOUNTS ON DEPOSIT IN THE PREPAYMENT ACCOUNT IF A DEFAULT OR AN EVENT OF DEFAULT
SHALL HAVE OCCURRED AND BE CONTINUING.
THE BORROWERS SHALL INDEMNIFY THE
ADMINISTRATIVE AGENT FOR ANY LOSSES RELATING TO THE INVESTMENTS SO THAT THE
AMOUNT AVAILABLE TO PREPAY EURODOLLAR BORROWINGS ON THE DAY DUE PURSUANT TO THE
THIRD PRECEDING SENTENCE IS NOT LESS THAN THE AMOUNT THAT WOULD