INSTRUCTIONS PROVIDED
BY TMP OR THE UK BORROWERS, AS APPLICABLE, TO THE ADMINISTRATIVE AGENT.
2.17.
FOREIGN CURRENCY CHARGES.
TMP OR THE UK BORROWERS, AS APPLICABLE,
SHALL PAY OR REIMBURSE EACH LENDER AND THE ADMINISTRATIVE AGENT FOR SUCH NORMAL
AND CUSTOMARY COSTS AND EXPENSES AS ARE INCURRED OR CHARGED BY SUCH LENDER OR
THE ADMINISTRATIVE AGENT IN CONNECTION WITH THE CONVERSION OF ANY FOREIGN
CURRENCY INTO DOLLARS.
SECTION 3
AMOUNTS AND TERMS OF COMMITMENT DECREASES
3.1.
REVOLVING CREDIT COMMITMENT DECREASES.
TMP MAY, UPON NOT LESS
THAN FIVE (5) BUSINESS DAYS' PRIOR WRITTEN NOTICE (SUCH NOTICE, A "REVOLVING
COMMITMENT DECREASE NOTICE") TO THE ADMINISTRATIVE AGENT, DECREASE THE TOTAL
REVOLVING COMMITMENTS IN A MINIMUM AMOUNT EQUAL TO AT LEAST $5,000,000 OR ANY
WHOLE MULTIPLE OF $1,000,000 IN EXCESS THEREOF, UNLESS, AFTER GIVING EFFECT
THERETO AND TO ANY PREPAYMENTS OF LOANS MADE ON THE EFFECTIVE DATE THEREOF, THE
TOTAL AMOUNT OF ALL REVOLVING LOANS, SWINGLINE LOANS, FOREIGN CURRENCY LOANS, UK
FOREIGN CURRENCY LOANS AND L/C OBLIGATIONS TOGETHER WOULD EXCEED THE AMOUNT OF
THE TOTAL REVOLVING COMMITMENTS.
IN ACCORDANCE WITH THE TERMS OF THIS SECTION,
THE REVOLVING COMMITMENT DECREASE NOTICE MUST SPECIFY THE AMOUNT OF THE PROPOSED
DECREASE AND THE DATE UPON WHICH THE DECREASE IS REQUESTED TO BE EFFECTIVE.
ONCE REDUCED IN ACCORDANCE WITH THIS SECTION, THE TOTAL REVOLVING COMMITMENTS
MAY NOT BE INCREASED.
ANY REDUCTION OF THE TOTAL REVOLVING COMMITMENTS SHALL BE
APPLIED TO EACH LENDER ACCORDING TO SUCH LENDER'S REVOLVING PERCENTAGE.
SECTION 4
GENERAL PROVISIONS APPLICABLE
TO LOANS AND LETTERS OF CREDIT
4.1.
OPTIONAL PREPAYMENTS.
(A)
THE BORROWERS MAY AT ANY TIME AND FROM
TIME TO TIME PREPAY THE LOANS (OTHER THAN FOREIGN CURRENCY LOANS AND UK FOREIGN
CURRENCY LOANS), IN WHOLE OR IN PART, WITHOUT PREMIUM OR PENALTY, UPON
IRREVOCABLE NOTICE DELIVERED TO THE ADMINISTRATIVE AGENT AT LEAST THREE BUSINESS
DAYS PRIOR THERETO IN THE CASE OF EUROCURRENCY LOANS DENOMINATED IN DOLLARS AND
AT LEAST ONE BUSINESS DAY PRIOR THERETO IN THE CASE OF ALTERNATE BASE RATE
LOANS, WHICH NOTICE SHALL SPECIFY THE DATE AND AMOUNT OF PREPAYMENT AND WHETHER
THE PREPAYMENT IS OF EUROCURRENCY LOANS DENOMINATED IN DOLLARS OR ALTERNATE BASE
RATE LOANS;
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PROVIDED, THAT IF A EUROCURRENCY LOAN DENOMINATED IN DOLLARS IS PREPAID ON ANY
DAY OTHER THAN THE LAST DAY OF THE INTEREST PERIOD APPLICABLE THERETO, THE
BORROWER SHALL ALSO PAY ANY AMOUNTS OWING PURSUANT TO SECTION 4.11.
UPON
RECEIPT OF ANY SUCH NOTICE THE ADMINISTRATIVE AGENT SHALL PROMPTLY NOTIFY EACH
RELEVANT 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 (EXCEPT IN THE CASE OF REVOLVING LOANS THAT ARE ALTERNATE BASE RATE LOANS
AND SWINGLINE LOANS) ACCRUED INTEREST TO SUCH DATE ON THE AMOUNT PREPAID.
PARTIAL PREPAYMENTS REVOLVING LOANS SHALL BE IN AN AGGREGATE PRINCIPAL AMOUNT OF
$1,000,000 OR A WHOLE MULTIPLE OF $100,000 IN EXCESS THEREOF.
PARTIAL
PREPAYMENTS OF SWINGLINE LOANS SHALL BE IN AN AGGREGATE PRINCIPAL AMOUNT OF
$100,000 OR A WHOLE MULTIPLE THEREOF.
(B)
THE