PREPAY ALL OR ANY PORTION OF THE PRINCIPAL AMOUNT OF ANY MONEY MARKET
LOAN PRIOR TO THE END OF THE INTEREST PERIOD APPLICABLE THERETO WITHOUT THE
CONSENT OF ALL APPLICABLE DESIGNATED LENDERS AND BANKS. ANY SUCH PREPAYMENT
SHALL BE GIVEN ON OR PRIOR TO THE THIRD (3RD) EURO-CURRENCY BUSINESS DAY PRIOR
TO, BUT EXCLUDING, THE DATE OF PREPAYMENT TO THE ADMINISTRATIVE AGENT. EACH SUCH
OPTIONAL PREPAYMENT SHALL BE APPLIED TO PREPAY RATABLY THE LOANS OF THE BANKS
INCLUDED IN ANY GROUP OF EURO-CURRENCY LOANS, EXCEPT THAT ANY EURO-CURRENCY LOAN
WHICH HAS BEEN CONVERTED TO A BASE RATE LOAN PURSUANT TO SECTION 8.2, 8.3 OR 8.5
HEREOF MAY BE PREPAID WITHOUT RATABLE PAYMENT OF THE OTHER LOANS IN SUCH GROUP
OF LOANS WHICH HAVE NOT BEEN SO CONVERTED.
(C)
THE BORROWER MAY AT ANY TIME RETURN ANY UNDRAWN LETTER OF CREDIT
TO THE FRONTING BANK IN WHOLE, BUT NOT IN PART, AND THE FRONTING BANK WITHIN A
REASONABLE PERIOD OF TIME SHALL GIVE THE ADMINISTRATIVE AGENT AND EACH OF THE
BANKS NOTICE OF SUCH RETURN.
(D)
THE BORROWER MAY AT ANY TIME AND FROM TIME TO TIME CANCEL ALL OR
ANY PART OF THE COMMITMENTS IN AMOUNTS AGGREGATING TWENTY FIVE MILLION DOLLARS
($25,000,000) OR A LARGER MULTIPLE OF $1,000,000 BY THE DELIVERY TO THE
ADMINISTRATIVE AGENT OF A NOTICE OF CANCELLATION WITHIN THE APPLICABLE TIME
PERIODS SET FORTH IN SECTIONS 2.11(A) AND (B) IF THERE ARE LOANS THEN
OUTSTANDING OR, IF THERE ARE NO LOANS OUTSTANDING AT SUCH TIME AS TO WHICH THE
COMMITMENTS WITH RESPECT THERETO ARE BEING CANCELED, UPON AT LEAST THREE (3)
BUSINESS DAY'S NOTICE TO THE ADMINISTRATIVE AGENT, WHEREUPON, IN EITHER EVENT,
ALL OR SUCH PORTION OF THE COMMITMENTS, AS APPLICABLE, SHALL TERMINATE AS TO THE
APPLICABLE BANKS, PRO RATA ON THE DATE SET FORTH IN SUCH NOTICE OF CANCELLATION,
AND, IF THERE ARE ANY LOANS THEN OUTSTANDING, BORROWER SHALL PREPAY, AS
APPLICABLE, ALL OR SUCH PORTION OF LOANS OUTSTANDING ON SUCH DATE IN ACCORDANCE
WITH THE REQUIREMENTS OF SECTION 2.11(A) AND (B). IN NO EVENT SHALL THE BORROWER
BE PERMITTED TO CANCEL COMMITMENTS FOR WHICH A LETTER OF CREDIT HAS BEEN ISSUED
AND IS OUTSTANDING UNLESS THE BORROWER RETURNS (OR CAUSES TO BE RETURNED) SUCH
LETTER OF CREDIT TO THE FRONTING BANK. BORROWER SHALL BE PERMITTED TO DESIGNATE
IN ITS NOTICE OF CANCELLATION WHICH LOANS, IF ANY, ARE TO BE PREPAID. A
REDUCTION OF THE COMMITMENTS PURSUANT TO THIS SECTION 2.11(D) SHALL NOT EFFECT A
REDUCTION IN THE SWINGLINE COMMITMENT (UNLESS SO ELECTED BY THE BORROWER) UNTIL
THE AGGREGATE COMMITMENTS HAVE BEEN REDUCED TO AN AMOUNT EQUAL TO THE SWINGLINE
COMMITMENT.
(E)
ANY AMOUNTS SO PREPAID PURSUANT TO SECTION 2.11 (A) OR (B) MAY BE
REBORROWED. IN THE EVENT BORROWER ELECTS TO CANCEL ALL OR ANY PORTION OF THE
COMMITMENTS AND THE SWINGLINE COMMITMENT PURSUANT TO SECTION 2.11(D) HEREOF,
SUCH AMOUNTS MAY NOT BE REBORROWED.
39
SECTION 2.12.
Mandatory Prepayments. The Administrative Agent shall
calculate the Dollar Equivalent Amount of any Loan denominated in an