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.
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, (ii) any such prepayment is
effected in accordance with procedures reasonably satisfactory to the Joint Lead
Arrangers to ensure that each Bank has an opportunity to participate in such
prepayment on a ratable basis in proportion to the respective amounts of Loans
offered by each Bank