THE CASE OF
SWINGLINE LOANS) INCLUDED IN SUCH GROUP OF LOANS OR BORROWING.
(B)
THE BORROWER MAY, UPON AT LEAST THREE
(3) EURO-CURRENCY BUSINESS DAYS' NOTICE TO THE ADMINISTRATIVE AGENT, GIVEN NO
LATER THAN 1:00 P.M. (NEW YORK TIME, WITH RESPECT TO DOLLAR DENOMINATED LOANS,
AND LONDON TIME, WITH RESPECT TO MULTICURRENCY REVOLVING CREDIT LOANS
DENOMINATED IN AN ALTERNATE CURRENCY) PREPAY ALL, OR FROM TIME TO TIME IN PART
IN AMOUNTS AGGREGATING THE DOLLAR EQUIVALENT AMOUNT OF APPROXIMATELY $5,000,000
OR MORE, OF ANY GROUP OF EURO-CURRENCY LOANS AS OF THE LAST DAY OF THE INTEREST
PERIOD APPLICABLE THERETO.
EXCEPT AS PROVIDED IN ARTICLE VIII, THE BORROWER MAY
NOT PREPAY ALL OR ANY PORTION OF THE PRINCIPAL AMOUNT OF ANY EURO-CURRENCY LOAN
PRIOR TO THE END OF THE INTEREST PERIOD APPLICABLE THERETO UNLESS THE BORROWER
SHALL ALSO PAY ANY APPLICABLE EXPENSES PURSUANT TO SECTION 2.16.
ANY SUCH
PREPAYMENT NOTICE 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.
(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 UNUSED REVOLVING CREDIT COMMITMENTS IN
AMOUNTS AGGREGATING $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 SECTION 2.11(A) AND (B) IF THERE ARE
REVOLVING CREDIT LOANS THEN OUTSTANDING OR, IF THERE ARE NO REVOLVING CREDIT
LOANS OUTSTANDING AT SUCH TIME AS TO WHICH THE REVOLVING CREDIT 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 REVOLVING CREDIT COMMITMENTS, AS APPLICABLE, SHALL TERMINATE AS
41
TO THE APPLICABLE BANKS, PRO RATA ON THE DATE SET FORTH IN SUCH NOTICE OF
CANCELLATION, AND, IF THERE ARE ANY REVOLVING CREDIT LOANS THEN OUTSTANDING, THE
BORROWER SHALL PREPAY, AS APPLICABLE, ALL OR SUCH PORTION OF REVOLVING CREDIT
LOANS OUTSTANDING ON SUCH DATE THAT IS GREATER THAN THE AGGREGATE REVOLVING
CREDIT COMMITMENTS AFTER GIVING EFFECT TO SUCH TERMINATION IN ACCORDANCE WITH
THE REQUIREMENTS OF SECTION 2.11(A) AND (B). THE BORROWER SHALL BE PERMITTED TO
DESIGNATE IN ITS NOTICE OF CANCELLATION WHICH GROUP OF REVOLVING CREDIT LOANS,
IF ANY, ARE TO BE PREPAID.
IN THE EVENT THE BORROWER ELECTS TO CANCEL ALL OR
ANY PORTION OF THE REVOLVING CREDIT COMMITMENTS PURSUANT TO THIS
SECTION 2.11(D), SUCH AMOUNTS MAY NOT BE BORROWED OR REBORROWED.
A REDUCTION OF
THE REVOLVING CREDIT COMMITMENTS PURSUANT TO THIS SECTION 2.11(D) SHALL