TO THE DATE ON WHICH ANY PAYMENT IS DUE TO THE LENDERS THAT THE COMPANY
WILL NOT MAKE SUCH PAYMENT IN FULL AS AND WHEN REQUIRED, THE ADMINISTRATIVE
AGENT MAY ASSUME THAT THE COMPANY HAS MADE SUCH PAYMENT IN FULL TO THE
ADMINISTRATIVE AGENT ON SUCH DATE IN IMMEDIATELY AVAILABLE FUNDS AND THE
ADMINISTRATIVE AGENT MAY (BUT SHALL NOT BE SO REQUIRED), IN RELIANCE UPON SUCH
ASSUMPTION, DISTRIBUTE TO EACH LENDER ON SUCH DUE DATE AN AMOUNT EQUAL TO THE
AMOUNT THEN DUE SUCH LENDER.
IF AND TO THE EXTENT THE COMPANY HAS NOT MADE SUCH
PAYMENT IN FULL TO THE ADMINISTRATIVE AGENT, EACH LENDER SHALL REPAY TO THE
ADMINISTRATIVE AGENT ON DEMAND SUCH AMOUNT DISTRIBUTED TO SUCH LENDER, TOGETHER
WITH INTEREST THEREON AT THE FEDERAL FUNDS RATE FOR EACH DAY FROM THE DATE SUCH
AMOUNT IS DISTRIBUTED TO SUCH LENDER UNTIL THE DATE REPAID.
(D)
EXCEPT TO THE EXTENT OTHERWISE EXPRESSLY PROVIDED HEREIN, THE
LOANS HEREUNDER SHALL BE FROM THE LENDERS PRO RATA IN ACCORDANCE WITH THEIR
RESPECTIVE PRO RATA SHARES.
(E)
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN SECTIONS 2.5(A), (B),
(C) OR ELSEWHERE IN THIS SECTION 2.10, WITH RESPECT TO THE AMOUNT OF ANY
MANDATORY PREPAYMENT DESCRIBED IN SECTIONS 2.5(A), (B) OR (C) THAT IS ALLOCATED
TO THE LOANS (SUCH AMOUNT, THE "MANDATORY PREPAYMENT AMOUNT"), ANY LENDER MAY
ELECT, BY NOTICE TO THE ADMINISTRATIVE AGENT AT OR PRIOR TO THE TIME AND IN THE
MANNER SPECIFIED BY THE ADMINISTRATIVE AGENT, PRIOR TO ANY PREPAYMENT OF LOANS
REQUIRED TO BE MADE BY THE COMPANY PURSUANT TO SECTIONS 2.5(A), (B) OR (C), TO
DECLINE ALL (BUT NOT A PORTION) OF ITS PRO RATA SHARE OF SUCH MANDATORY
PREPAYMENT AMOUNT (SUCH DECLINED AMOUNTS, THE "DECLINED PROCEEDS").
ANY
DECLINED PROCEEDS SHALL BE OFFERED ONE ADDITIONAL TIME TO THE LENDERS NOT SO
DECLINING SUCH PREPAYMENT (WITH SUCH LENDERS HAVING THE RIGHT TO DECLINE ANY
PREPAYMENT WITH DECLINED PROCEEDS AT THE TIME AND IN THE MANNER SPECIFIED BY THE
ADMINISTRATIVE AGENT).
ANY REMAINING DECLINED PROCEEDS SHALL BE APPLIED AS
DETERMINED BY THE COMPANY IN ACCORDANCE WITH THIS AGREEMENT.
(F)
THE COMPANY SHALL DELIVER TO THE ADMINISTRATIVE AGENT, AT THE
TIME OF EACH PREPAYMENT REQUIRED UNDER SECTIONS 2.5(A), (B) OR (C), (I) A
CERTIFICATE SIGNED BY A RESPONSIBLE OFFICER SETTING FORTH IN REASONABLE DETAIL
THE CALCULATION OF THE APPLICABLE MANDATORY PREPAYMENT AMOUNT AND (II) TO THE
EXTENT PRACTICABLE, AT LEAST THREE DAYS PRIOR WRITTEN NOTICE OF SUCH PREPAYMENT.
EACH NOTICE OF PREPAYMENT SHALL SPECIFY THE PREPAYMENT DATE, THE TYPE OF EACH
LOAN BEING PREPAID (I.E., SPECIFYING BASE RATE LOANS OR LIBO RATE LOANS) AND THE
PRINCIPAL AMOUNT OF EACH LOAN (OR PORTION THEREOF) TO BE PREPAID; PROVIDED,
HOWEVER, THAT, IF AT THE TIME OF ANY PREPAYMENT PURSUANT TO SECTIONS 2.5(A), (B)
OR (C) THERE SHALL BE LOANS OF DIFFERENT TYPES OR LIBO RATE LOANS WITH DIFFERENT
INTEREST PERIODS, AND IF SOME BUT NOT ALL LENDERS SHALL HAVE ACCEPTED SUCH
MANDATORY PREPAYMENT, THEN THE AGGREGATE AMOUNT OF SUCH MANDATORY PREPAYMENT
SHALL BE ALLOCATED RATABLY TO EACH