SEPARATELY AGREED
UPON BETWEEN SUCH BORROWER AND THE APPLICABLE ADMINISTRATIVE AGENT.
(C)
ALL FEES PAYABLE HEREUNDER SHALL BE PAID ON THE DATES DUE, IN IMMEDIATELY
AVAILABLE FUNDS, TO THE APPLICABLE ADMINISTRATIVE AGENT FOR DISTRIBUTION, IN
43
THE CASE OF FACILITY FEES, TO THE APPLICABLE LENDERS.
FEES PAID SHALL NOT BE
REFUNDABLE ABSENT MANIFEST ERROR IN PAYMENT OR COMPUTATION.
6.3.
OPTIONAL PREPAYMENTS.
EACH BORROWER MAY AT ANY TIME AND FROM TIME TO TIME
PREPAY THE LOANS INCLUDED IN ANY BORROWING OR BORROWINGS OWING BY IT (OTHER THAN
BA LOANS, WHICH MAY, HOWEVER, BE DEFEASED AS PROVIDED BELOW), IN WHOLE OR IN
PART, WITHOUT PREMIUM OR PENALTY, UPON AT LEAST THREE BUSINESS DAYS' (OR, IN THE
CASE OF PREPAYMENTS OF ABR LOANS, U.S. BASE RATE LOANS, CANADIAN PRIME LOANS OR
PESO BASE RATE LOANS, ONE BUSINESS DAY'S) IRREVOCABLE NOTICE TO THE
ADMINISTRATIVE AGENT FOR THE CLASS OF COMMITMENTS UNDER WHICH SUCH BORROWING WAS
MADE (WHICH NOTICE MUST BE RECEIVED BY SUCH ADMINISTRATIVE AGENT PRIOR TO 10:00
A.M., NEW YORK CITY TIME (OR 11:00 A.M., MEXICO CITY TIME, IN THE CASE OF
PREPAYMENTS OF PESO LOANS), ON THE DATE UPON WHICH SUCH NOTICE IS DUE),
SPECIFYING THE DATE AND AMOUNT OF PREPAYMENT AND THE BORROWING OR BORROWINGS
BEING PREPAID (AND, IF MORE THAN ONE, THE AMOUNT ALLOCABLE TO EACH); PROVIDED
THAT THE COMPANY SHALL NOT HAVE THE RIGHT TO PREPAY ANY COMPETITIVE LOAN WITHOUT
THE PRIOR CONSENT OF THE LENDER THEREOF.
UPON RECEIPT OF ANY SUCH NOTICE, THE
APPLICABLE ADMINISTRATIVE AGENT SHALL PROMPTLY NOTIFY EACH AFFECTED LENDER
THEREOF.
IF ANY SUCH NOTICE IS GIVEN, THE AMOUNT SPECIFIED IN SUCH NOTICE SHALL
BE DUE AND PAYABLE ON THE DATE SPECIFIED THEREIN, TOGETHER WITH ANY AMOUNTS
PAYABLE PURSUANT TO SUBSECTION 6.14 AND, EXCEPT IN THE CASE OF PREPAYMENTS OF
LOANS WHICH ARE ABR LOANS, U.S. BASE RATE LOANS, CANADIAN PRIME LOANS OR PESO
BASE RATE LOANS, ACCRUED INTEREST TO SUCH DATE ON THE AMOUNT PREPAID.
PARTIAL
PREPAYMENTS SHALL BE IN AN AGGREGATE PRINCIPAL AMOUNT AT LEAST EQUAL TO THE
BORROWING MINIMUM OR A WHOLE MULTIPLE OF THE BORROWING MULTIPLE IN EXCESS
THEREOF.
EACH PREPAYMENT SHALL BE APPLIED RATABLY TO THE LOANS INCLUDED IN THE
PREPAID BORROWING.
A CANADIAN BORROWER MAY DEFEASE ANY BA LOAN BY DEPOSITING
WITH THE CANADIAN ADMINISTRATIVE AGENT AN AMOUNT THAT, TOGETHER WITH INTEREST
ACCRUING ON SUCH AMOUNT TO THE END OF THE CONTRACT PERIOD FOR SUCH BA LOAN AT
SUCH RATE AS THE CANADIAN ADMINISTRATIVE AGENT SHALL SPECIFY UPON RECEIPT OF
SUCH AMOUNT, IS SUFFICIENT TO PAY SUCH MATURING BA LOAN WHEN DUE.
6.4.
OPTIONAL TERMINATION OR REDUCTION OF COMMITMENTS.
(I)
THE US/UK
BORROWERS SHALL HAVE THE RIGHT, UPON NOT LESS THAN FIVE BUSINESS DAYS' NOTICE TO
THE GENERAL ADMINISTRATIVE AGENT, TO TERMINATE THE US/UK COMMITMENTS OR, FROM
TIME TO TIME, TO REDUCE THE AMOUNT OF THE US/UK COMMITMENTS; PROVIDED THAT NO
SUCH TERMINATION OR REDUCTION SHALL BE PERMITTED IF, AFTER GIVING EFFECT THERETO
AND TO ANY PREPAYMENTS OF THE LOANS MADE ON THE EFFECTIVE DATE THEREOF, THE
TOTAL US/UK