THE CASE OF A MANDATORY PREPAYMENT, A
REASONABLY DETAILED CALCULATION OF THE AMOUNT OF SUCH PREPAYMENT; PROVIDED THAT
(A) NO NOTICE SHALL BE REQUIRED IN RESPECT OF ANY MANDATORY PREPAYMENT MADE
PURSUANT TO CLAUSE (C) ABOVE, (B) IN THE EVENT THE PARENT BORROWER ELECTS TO
PROVIDE NOTICE OF A MANDATORY PREPAYMENT PURSUANT TO CLAUSE (B) ABOVE TO
IDENTIFY THE BORROWINGS TO BE PREPAID IN CONNECTION THEREWITH, SUCH NOTICE SHALL
BE GIVEN TO THE ADMINISTRATIVE AGENT ON THE SAME DAY THAT THE APPLICABLE
PREPAYMENT IS REQUIRED TO BE MADE PURSUANT TO SUCH CLAUSE, IT BEING UNDERSTOOD
THAT ANY FAILURE OR DELAY ON THE PART OF THE PARENT BORROWER IN PROVIDING SUCH
NOTICE TO THE ADMINISTRATIVE AGENT SHALL NOT AFFECT THE OBLIGATIONS OF THE
PARENT BORROWER TO MAKE SUCH PREPAYMENT, AND (C) IF A NOTICE OF OPTIONAL
PREPAYMENT IS GIVEN IN CONNECTION WITH A CONDITIONAL NOTICE OF TERMINATION OF
THE COMMITMENTS OF ANY CLASS AS CONTEMPLATED BY SECTION 2.08, THEN SUCH NOTICE
OF PREPAYMENT MAY BE REVOKED IF SUCH NOTICE OF TERMINATION IS REVOKED IN
ACCORDANCE WITH SECTION 2.08.
PROMPTLY FOLLOWING RECEIPT OF ANY SUCH NOTICE
(OTHER THAN A NOTICE RELATING SOLELY TO SWINGLINE LOANS), THE ADMINISTRATIVE
AGENT SHALL ADVISE THE LENDERS OF THE CONTENTS THEREOF.
EACH PARTIAL PREPAYMENT
OF ANY BORROWING SHALL BE IN AN AMOUNT SUCH THAT THE REMAINING AMOUNT OF SUCH
BORROWING NOT SO PREPAID WOULD BE PERMITTED IN THE CASE OF AN ADVANCE OF A
BORROWING OF THE SAME TYPE AS PROVIDED IN SECTION 2.02, EXCEPT AS NECESSARY TO
APPLY FULLY THE REQUIRED AMOUNT OF A MANDATORY PREPAYMENT.
EACH PREPAYMENT OF A
BORROWING SHALL BE APPLIED RATABLY TO THE LOANS INCLUDED IN THE PREPAID
BORROWING.
PREPAYMENTS SHALL BE ACCOMPANIED BY ACCRUED INTEREST TO THE EXTENT
REQUIRED BY SECTION 2.12.
(F)
IF, AT 3:00 P.M., NEW YORK CITY TIME, ON ANY BUSINESS DAY THE AMOUNT,
DETERMINED REASONABLY AND IN GOOD FAITH BY THE PARENT BORROWER (THE "CASH
AMOUNT"), EQUAL TO (I) THE AGGREGATE AMOUNT OF "CASH AND CASH EQUIVALENTS" AND
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"MARKETABLE SECURITIES" OF THE LOAN PARTIES, IN EACH CASE THAT WOULD BE REQUIRED
TO BE REFLECTED ON A CONSOLIDATED BALANCE SHEET OF THE PARENT BORROWER AND THE
SUBSIDIARIES PREPARED AS OF SUCH TIME IN ACCORDANCE WITH GAAP (EXCLUDING ANY
SUCH "CASH" THAT IS NOT AVAILABLE FUNDS), MINUS (II) THE AGGREGATE AMOUNT OF
PAYMENTS IN SUCH CASH AND CASH EQUIVALENTS THAT WILL BE MADE (AND WILL REDUCE
SUCH CASH AND CASH EQUIVALENTS) ON SUCH BUSINESS DAY, MINUS (III) THE LESSER OF
(A) $5,000,000 AND (B) THE AGGREGATE AMOUNT OF CASH AND CASH EQUIVALENTS HELD IN
CANADIAN DOLLARS BY THE CANADIAN SUBSIDIARY BORROWER AT SUCH TIME, IS MORE THAN
$5,000,000, THEN ON SUCH BUSINESS DAY THE PARENT BORROWER SHALL, TO THE EXTENT
(BUT ONLY TO THE EXTENT) THAT ANY REVOLVING BORROWINGS AND SWINGLINE LOANS ARE
THEN OUTSTANDING, PREPAY REVOLVING BORROWINGS AND SWINGLINE LOANS TO THE EXTENT
NECESSARY SO THAT, AFTER GIVING EFFECT TO SUCH PREPAYMENT AND THE RECEIPT BY THE
PARENT BORROWER OF THE PROCEEDS OF ANY REVOLVING BORROWINGS