FULL AS AND WHEN
REQUIRED, THE ADMINISTRATIVE AGENT MAY ASSUME THAT THE BORROWER 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
BORROWER 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) OR (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
44
"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 BORROWER 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 BORROWER
IN ACCORDANCE WITH THIS AGREEMENT.
(F)
WITH RESPECT TO EACH PREPAYMENT REQUIRED
UNDER SECTIONS 2.5(A),(B) OR (C), THE BORROWER SHALL DELIVER TO THE
ADMINISTRATIVE AGENT (I) NO LATER THAN THE TIME OF SUCH PREPAYMENT, 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 15 BUSINESS 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, 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 OUTSTANDING LOAN OF THE ACCEPTING
LENDERS.
(G)
NOTWITHSTANDING ANYTHING TO THE CONTRARY
CONTAINED