SUCH EURODOLLAR RATE
LOANS SHALL THEREUPON BECOME BASE RATE LOANS AND SHALL THEREAFTER BEAR INTEREST
PAYABLE UPON DEMAND AT A RATE WHICH IS 2% PER ANNUM IN EXCESS OF THE INTEREST
RATE OTHERWISE PAYABLE HEREUNDER FOR BASE RATE LOANS.
PAYMENT OR ACCEPTANCE OF
THE INCREASED RATES OF INTEREST PROVIDED FOR IN THIS SECTION 2.9 IS NOT A
PERMITTED ALTERNATIVE TO TIMELY PAYMENT AND SHALL NOT CONSTITUTE A WAIVER OF ANY
EVENT OF DEFAULT OR OTHERWISE PREJUDICE OR LIMIT ANY RIGHTS OR REMEDIES OF ANY
AGENT OR ANY LENDER.
2.10
FEES.
THE BORROWER AGREES TO PAY TO THE JOINT
LEAD ARRANGERS AND THE AGENTS SUCH FEES IN THE AMOUNTS AND AT THE TIMES
SEPARATELY AGREED UPON.
2.11
VOLUNTARY PREPAYMENTS.
THE BORROWER MAY PREPAY
THE OUTSTANDING PRINCIPAL AMOUNT OF THE LOANS AT ANY TIME AND FROM TIME TO TIME,
IN WHOLE OR IN PART, TOGETHER WITH ACCRUED INTEREST TO THE DATE OF SUCH
PREPAYMENT ON THE PRINCIPAL AMOUNT PREPAID; PROVIDED, HOWEVER, THAT IF ANY
PREPAYMENT OF ANY EURODOLLAR RATE LOAN IS MADE BY THE BORROWER OTHER THAN ON THE
LAST DAY OF AN INTEREST PERIOD FOR SUCH LOAN, THE BORROWER SHALL ALSO PAY ANY
AMOUNT OWING PURSUANT TO SECTION 2.17(D); AND, PROVIDED FURTHER THAT EACH
PARTIAL PREPAYMENT SHALL BE IN AN AGGREGATE AMOUNT NOT LESS THAN $1,000,000 OR
INTEGRAL MULTIPLES OF $1,000,000 IN EXCESS THEREOF.
EACH SUCH PARTIAL
PREPAYMENT SHALL BE APPLIED RATABLY TO THE INITIAL TERM LOANS AND EACH SERIES OF
NEW TERM LOANS, TO THE INSTALLMENTS OF THE OUTSTANDING PRINCIPAL AMOUNT THEREOF
IN SUCH ORDER OF APPLICATION AS SELECTED BY THE BORROWER, AND WITHIN EACH SUCH
TRANCHE, RATABLY TO THE LENDERS IN RESPECT THEREOF.
ANY SUCH PREPAYMENT SHALL
BE MADE UPON AT LEAST ONE BUSINESS DAY'S PRIOR NOTICE TO THE ADMINISTRATIVE
AGENT (OR SUCH SHORTER PERIOD AS THE ADMINISTRATIVE AGENT MAY AGREE) IN THE CASE
OF BASE RATE LOANS AND AT LEAST THREE BUSINESS DAYS' PRIOR NOTICE TO THE
ADMINISTRATIVE AGENT (OR SUCH SHORTER PERIOD AS THE ADMINISTRATIVE AGENT MAY
AGREE) IN THE CASE OF EURODOLLAR RATE LOANS, IN EACH CASE GIVEN TO
ADMINISTRATIVE AGENT BY 12:00 P.M. (NEW YORK CITY TIME) ON THE DATE REQUIRED
AND, IF GIVEN BY TELEPHONE, PROMPTLY CONFIRMED IN WRITING TO ADMINISTRATIVE
AGENT (AND ADMINISTRATIVE AGENT WILL PROMPTLY TRANSMIT SUCH TELEPHONIC OR
ORIGINAL NOTICE BY POSTING TO THE PLATFORM OR BY TELEFACSIMILE OR TELEPHONE TO
EACH LENDER).
UPON THE GIVING OF ANY SUCH NOTICE, THE PRINCIPAL AMOUNT OF THE
LOANS SPECIFIED IN SUCH NOTICE SHALL BECOME DUE AND PAYABLE ON THE PREPAYMENT
DATE SPECIFIED THEREIN; PROVIDED, HOWEVER, THAT ANY SUCH PREPAYMENT MAY, SUBJECT
TO THE BORROWER'S PAYMENT OF ANY AMOUNTS REQUIRED TO BE PAID IN CONNECTION
THEREWITH PURSUANT TO SECTION 2.17(D) AS A RESULT OF SUCH LOAN NOT BEING PREPAID
ON THE DATE SPECIFIED IN SUCH NOTICE, BE CONDITIONED ON THE RECEIPT OF PROCEEDS
OF NEW INDEBTEDNESS
2.12
SCHEDULED PAYMENTS.
(a)
Scheduled Installments.
The principal
amounts of the Initial Term Loans shall be repaid in consecutive quarterly
installments (each, an "Installment") in the aggregate amounts