TO REFUSE ANY SUCH PREPAYMENT BY GIVING WRITTEN NOTICE OF
SUCH REFUSAL TO THE ADMINISTRATIVE AGENT WITHIN FIFTEEN BUSINESS DAYS AFTER SUCH
LENDER'S RECEIPT OF NOTICE FROM THE ADMINISTRATIVE AGENT OF SUCH PREPAYMENT (AND
THE US BORROWER AND THE UK BORROWER SHALL NOT PREPAY ANY SUCH TRANCHE E TERM
LOANS, TRANCHE G TERM LOAN, TRANCHE H TERM LOANS AND TRANCHE I TERM LOANS UNTIL
THE DATE THAT IS SPECIFIED IN THE IMMEDIATELY FOLLOWING CLAUSE), (III) THE US
BORROWER AND THE UK BORROWER WILL MAKE ALL SUCH PREPAYMENTS NOT SO REFUSED UPON
THE EARLIER OF (X) SUCH FIFTEENTH BUSINESS DAY AND (Y) SUCH TIME AS THE
ADMINISTRATIVE AGENT HAS RECEIVED NOTICE FROM EACH LENDER THAT IT CONSENTS TO OR
REFUSES SUCH PREPAYMENT AND (IV) ANY PREPAYMENT SO REFUSED MAY BE RETAINED BY
THE US BORROWER OR THE UK BORROWER, AS THE CASE MAY BE; PROVIDED, THAT ANY
PREPAYMENT SO REFUSED THAT RELATES TO NET CASH PROCEEDS FROM A DEBT INCURRENCE
PREPAYMENT EVENT IN RESPECT OF THE ISSUANCE OF PERMITTED ADDITIONAL SUBORDINATED
NOTES SHALL BE ALLOCATED PRO RATA TO THE THEN OUTSTANDING TRANCHE A-1 TERM LOANS
AND TRANCHE A-2 TERM LOANS AND SHALL BE APPLIED AS SET FORTH ABOVE IN THIS
PARAGRAPH (C).
(D)
APPLICATION TO TERM LOANS.
WITH RESPECT TO EACH PREPAYMENT OF TERM LOANS
REQUIRED BY SECTION 5.2(A), THE US BORROWER (ON ITS OWN BEHALF AND ON BEHALF OF
THE UK BORROWER) MAY, SUBJECT TO SECTION 5.2(C), DESIGNATE THE TYPES OF LOANS
THAT ARE TO BE PREPAID AND THE SPECIFIC BORROWING(S) PURSUANT TO WHICH MADE;
PROVIDED, THAT (I) EURODOLLAR TERM LOANS MAY BE DESIGNATED FOR PREPAYMENT
PURSUANT TO THIS SECTION 5.2 ONLY ON THE LAST DAY OF AN INTEREST PERIOD
APPLICABLE THERETO UNLESS ALL EURODOLLAR TERM LOANS WITH INTEREST PERIODS ENDING
ON SUCH DATE OF REQUIRED PREPAYMENT AND ALL TERM LOANS THAT ARE ABR LOANS HAVE
BEEN PAID IN FULL; (II) IF ANY PREPAYMENT OF EURODOLLAR TERM LOANS MADE PURSUANT
TO A SINGLE BORROWING SHALL REDUCE THE OUTSTANDING TERM LOANS MADE PURSUANT TO
SUCH BORROWING TO AN AMOUNT LESS THAN THE MINIMUM BORROWING AMOUNT FOR
EURODOLLAR TERM LOANS, SUCH BORROWING SHALL IMMEDIATELY BE CONVERTED INTO ABR
LOANS; AND (III) IN THE CASE OF A PREPAYMENT OF TRANCHE E TERM LOANS OR TRANCHE
G
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TERM LOANS REQUIRED BY SECTION 5.2(A), THE PREPAYMENT AMOUNT SHALL BE APPLIED ON
A PRO RATA BASIS TO THE THEN OUTSTANDING LOANS OF THE APPLICABLE CLASS,
REGARDLESS OF TYPE AND, IN THE CASE OF EURODOLLAR TERM LOANS OF THE APPLICABLE
CLASS, THE INTEREST PERIOD THEREFOR.
IN THE ABSENCE OF A DESIGNATION BY THE US
BORROWER AS DESCRIBED IN THE PRECEDING SENTENCE, THE ADMINISTRATIVE AGENT SHALL,
SUBJECT TO THE ABOVE, MAKE SUCH DESIGNATION IN ITS REASONABLE DISCRETION WITH A
VIEW, BUT NO OBLIGATION, TO MINIMIZE BREAKAGE COSTS OWING UNDER SECTION 2.11.
(E)
APPLICATION TO REVOLVING CREDIT LOANS AND EXTENDED REVOLVING CREDIT LOANS.
WITH RESPECT TO EACH PREPAYMENT OF REVOLVING CREDIT LOANS OR EXTENDED REVOLVING
CREDIT LOANS ELECTED BY THE US BORROWER PURSUANT TO SECTION 5.1 OR