OCCURS ON OR AFTER JULY 1, 2006 AND ON OR PRIOR TO DECEMBER 31, 2006,
1.5% OF THE PRINCIPAL AMOUNT OF SUCH TRANCHE A LOANS BEING SO PREPAID OR REPAID.
(C)
IF THE BORROWER ELECTS PREPAYMENT OF ANY TRANCHE B LOAN PURSUANT
TO THIS SECTION 2.11, THE BORROWER SHALL PAY TO THE TRANCHE B LENDERS THAT HOLD
TRANCHE B LOANS, A PREPAYMENT PREMIUM EQUAL TO THE PRESENT VALUE, AS DETERMINED
BY THE ADMINISTRATIVE AGENT, OF ALL REQUIRED INTEREST PAYMENTS DUE ON SUCH
TRANCHE B LOANS THROUGH JUNE 30, 2010 (EXCLUDING ACCRUED INTEREST), DISCOUNTED
TO THE DATE OF PREPAYMENT ON A QUARTERLY BASIS (ASSUMING A 360-DAY YEAR AND
ACTUAL DAYS ELAPSED) AT THE TREASURY RATE.
(D)
UPON RECEIPT OF A NOTICE OF PREPAYMENT PURSUANT TO THIS SECTION,
THE ADMINISTRATIVE AGENT SHALL PROMPTLY NOTIFY EACH LENDER OF THE CONTENTS
THEREOF AND OF SUCH LENDER'S RATABLE SHARE OF SUCH PREPAYMENT AND SUCH NOTICE
SHALL NOT THEREAFTER BE REVOCABLE BY THE BORROWER.
SECTION 2.12.
GENERAL PROVISIONS AS TO PAYMENTS.
(A)
THE BORROWER
SHALL MAKE EACH PAYMENT OF PRINCIPAL OF, AND INTEREST ON, THE LOANS AND OF FEES
AND OTHER AMOUNTS PAYABLE HEREUNDER, NOT LATER THAN 12:00 NOON (NEW YORK CITY
TIME) ON THE DATE WHEN DUE, IN IMMEDIATELY AVAILABLE FUNDS IN NEW YORK CITY,
WITHOUT OFF SET OR COUNTERCLAIM, TO THE ADMINISTRATIVE AGENT AT ITS ADDRESS
REFERRED TO IN SECTION 10.01.
THE ADMINISTRATIVE AGENT WILL PROMPTLY DISTRIBUTE
TO EACH LENDER ITS RATABLE SHARE OF EACH SUCH PAYMENT RECEIVED BY THE
ADMINISTRATIVE AGENT FOR THE ACCOUNT OF THE LENDERS. WHENEVER ANY PAYMENT OF
PRINCIPAL OF, OR INTEREST ON, THE BASE RATE LOANS, TRANCHE B LOANS, OR OF FEES
OR OTHER AMOUNTS PAYABLE HEREUNDER SHALL BE DUE
17
ON A DAY WHICH IS NOT A DOMESTIC BUSINESS DAY, THE DATE FOR PAYMENT THEREOF
SHALL BE EXTENDED TO THE NEXT SUCCEEDING DOMESTIC BUSINESS DAY.
WHENEVER ANY
PAYMENT OF PRINCIPAL OF, OR INTEREST ON, THE EURO-DOLLAR LOANS SHALL BE DUE ON A
DAY WHICH IS NOT A EURO-DOLLAR BUSINESS DAY, THE DATE FOR PAYMENT THEREOF SHALL
BE EXTENDED TO THE NEXT SUCCEEDING EURO-DOLLAR BUSINESS DAY UNLESS SUCH
EURO-DOLLAR BUSINESS DAY FALLS IN ANOTHER CALENDAR MONTH, IN WHICH CASE THE DATE
FOR PAYMENT THEREOF SHALL BE THE NEXT PRECEDING EURO-DOLLAR BUSINESS DAY.
(B)
UNLESS THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED NOTICE FROM
THE BORROWER PRIOR TO THE DATE ON WHICH ANY PAYMENT IS DUE FROM THE BORROWER TO
THE LENDERS HEREUNDER THAT THE BORROWER WILL NOT MAKE SUCH PAYMENT IN FULL, THE
ADMINISTRATIVE AGENT MAY ASSUME THAT THE BORROWER HAS MADE SUCH PAYMENT IN FULL
TO THE ADMINISTRATIVE AGENT ON SUCH DATE AND THE ADMINISTRATIVE AGENT MAY, IN
RELIANCE UPON SUCH ASSUMPTION, CAUSE TO BE DISTRIBUTED TO EACH LENDER ON SUCH
DUE DATE AN AMOUNT EQUAL TO THE AMOUNT THEN DUE SUCH LENDER.
IF AND TO THE
EXTENT THAT THE BORROWER SHALL NOT HAVE SO MADE SUCH PAYMENT, EACH LENDER SHALL
REPAY TO THE ADMINISTRATIVE AGENT FORTHWITH ON DEMAND SUCH AMOUNT DISTRIBUTED TO
SUCH LENDER TOGETHER WITH INTEREST