THAN 11:00 A.M. (LONDON TIME OR LOCAL
TIME, AS APPLICABLE) THREE BUSINESS DAYS PRIOR TO THE PROPOSED DATE OF
PREPAYMENT (OR FIVE BUSINESS DAYS PRIOR TO THE PROPOSED DATE OF PREPAYMENT IN
THE CASE OF A DESIGNATED PREPAYMENT), SUCH NOTICE SPECIFYING THE APPLICABLE
BORROWER, THE PROPOSED DATE AND AGGREGATE PRINCIPAL AMOUNT OF THE PREPAYMENT,
AND IF SUCH NOTICE IS GIVEN, SUCH BORROWER SHALL PREPAY THE OUTSTANDING
PRINCIPAL AMOUNTS OF THE FIXED RATE ADVANCES COMPRISING A COMMITTED BORROWING IN
WHOLE OR RATABLY IN PART, TOGETHER WITH ACCRUED INTEREST TO THE DATE OF SUCH
PREPAYMENT ON THE PRINCIPAL AMOUNT PREPAID; PROVIDED, HOWEVER, THAT FIXED RATE
ADVANCES THAT ARE A ADVANCES MAY BE PREPAID NON-RATABLY IN PART IF SUCH
PREPAYMENT IS A DESIGNATED PREPAYMENT MADE TO ACCOMMODATE A DESIGNATED LOCAL
CURRENCY BORROWING. IN THE CASE OF A DESIGNATED PREPAYMENT WHICH PROVIDES FOR A
PREPAYMENT IN PART OF AN A BORROWING, SUCH PREPAYMENT SHALL BE ALLOCATED ONLY TO
THE LOCAL CURRENCY BANKS
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under the applicable Local Currency Addendum and allocated among such Banks
according to their Local Currency Commitments under such Local Currency
Addendum. Each partial prepayment shall be in an aggregate principal amount not
less than $1,000,000.
(B)
IF ON ANY DATE THAT DOLLAR EQUIVALENTS OF (I) ADVANCES OUTSTANDING IN AN
ALTERNATIVE CURRENCY, (II) LETTERS OF CREDIT OUTSTANDING IN A PRIMARY CURRENCY
OR ANOTHER ALTERNATIVE CURRENCY, OR (III) LOCAL CURRENCY ADVANCES, ARE
DETERMINED PURSUANT TO SECTION 2.16 (EACH SUCH DATE, A "COMPUTATION DATE"), IT
IS DETERMINED THAT AS A RESULT OF CURRENCY FLUCTUATIONS WITH RESPECT TO THE
ADVANCES, LETTERS OF CREDIT OR LOCAL CURRENCY ADVANCES TO WHICH SUCH COMPUTATION
DATE APPLIES, THE DOLLAR EQUIVALENT OF THE AGGREGATE PRINCIPAL AMOUNT OF ALL
OUTSTANDING REVOLVING CREDIT OBLIGATIONS EXCEEDS THE TOTAL COMMITMENT, THE
BORROWERS SHALL ON SUCH DATE PREPAY AN AGGREGATE PRINCIPAL AMOUNT OF A ADVANCES
RATABLY TO THE BANKS IN AN AMOUNT EQUAL TO OR, AT THE OPTION OF THE BORROWER,
GREATER THAN SUCH EXCESS, WITH ACCRUED INTEREST TO THE DATE OF SUCH PREPAYMENT
ON THE PRINCIPAL AMOUNT PREPAID. THE BORROWERS MAY DETERMINE WHICH BORROWING
SUCH PREPAYMENT SHALL BE ALLOCATED TO, AND ANY SUCH PREPAYMENT OF FIXED RATE
ADVANCES SHALL BE SUBJECT TO THE PROVISIONS OF SECTION 9.04(B).
SECTION 2.12. INCREASED COSTS AND REDUCED RETURN.
(A)
IF, DUE TO EITHER (I) THE INTRODUCTION OF OR ANY CHANGE (OTHER THAN ANY
CHANGE BY WAY OF IMPOSITION OR INCREASE OF RESERVE REQUIREMENTS OR, IN THE CASE
OF EUROCURRENCY ADVANCES, INCLUDED IN THE EUROCURRENCY RATE RESERVE PERCENTAGE)
IN OR IN THE INTERPRETATION OF ANY LAW OR REGULATION (OTHER THAN ANY LAW OR
REGULATION RELATING TO TAXES OR OTHER TAXES, THE INDEMNIFICATION OBLIGATION FOR
WHICH SHALL BE GOVERNED SOLELY BY SECTION 2.17, OR ANY TAX BASED ON OR MEASURED
BY NET INCOME OR OTHERWISE IN THE NATURE OF AN INCOME TAX) OR (II) THE
COMPLIANCE WITH ANY GUIDELINE OR REQUEST FROM ANY CENTRAL BANK OR OTHER
GOVERNMENTAL AUTHORITY (WHETHER OR NOT HAVING THE FORCE OF LAW) ADOPTED ON OR
AFTER THE RESTATEMENT DATE THERE SHALL BE ANY