AGGREGATING $25,000,000 OR A
LARGER MULTIPLE OF
30
$1,000,000 BY THE DELIVERY TO THE ADMINISTRATIVE AGENT OF A NOTICE OF
CANCELLATION UPON AT LEAST THREE (3) BUSINESS DAY'S NOTICE TO THE ADMINISTRATIVE
AGENT, WHEREUPON, IN EITHER EVENT, ALL OR SUCH PORTION OF THE AVAILABLE
COMMITMENTS, AS APPLICABLE, SHALL TERMINATE AS TO THE APPLICABLE BANKS, PRO RATA
ON THE DATE SET FORTH IN SUCH NOTICE OF CANCELLATION.
(D)
ANY AMOUNTS SO PREPAID PURSUANT TO SECTION 2.9(A) OR (B)
MAY NOT
BE BORROWED OR REBORROWED.
IN THE EVENT THE BORROWER ELECTS TO CANCEL ALL OR
ANY PORTION OF THE COMMITMENTS PURSUANT TO SECTION 2.9(C) HEREOF, SUCH AMOUNTS
MAY NOT BE REBORROWED.
Section 2.10. Mandatory Prepayments; Cure .
(A)
AFTER THE OCCURRENCE AND DURING THE CONTINUATION OF A PRINCIPAL
COLLATERAL PAYMENT EVENT, ANY PRINCIPAL COLLATERAL PAYMENTS RECEIVED BY OR ON
BEHALF OF ANY LOAN PARTY SHALL, WITHIN THREE BUSINESS DAYS OF RECEIPT THEREOF,
BE APPLIED TOWARD THE PREPAYMENT OF THE LOANS.
(B)
IF, AT ANY TIME, THE BORROWER FAILS TO SATISFY THE APPLICABLE
COVERAGE TEST, THE BORROWER SHALL, WITHIN TEN DAYS AFTER SUCH FAILURE, PREPAY
THE LOANS AND/OR CAUSE THE SUBSIDIARIES PARTY TO THE SECURITY AGREEMENT TO
PLEDGE ADDITIONAL COLLATERAL UNDER THE SECURITY AGREEMENT AND IN ACCORDANCE WITH
THE LOAN DOCUMENTS, IN A COMBINED AMOUNT SUFFICIENT TO CURE SUCH COVERAGE TEST
DEFICIENCY (IT BEING UNDERSTOOD THAT THE NOTICE LIMITATIONS IN SECTION 2.9 SHALL
NOT APPLY TO ANY SUCH PREPAYMENT BUT SECTION 2.13 SHALL APPLY THERETO).
(C)
IF AT ANY TIME DURING THE COMMITMENT PERIOD, (I) A PREPAYMENT OF
THE LOANS IS REQUIRED TO BE MADE PURSUANT SECTION 2.10(A) OR (B) AND (II) THE
AMOUNT OF SUCH PREPAYMENT IS GREATER THAN THE AGGREGATE PRINCIPAL AMOUNT OF
LOANS THEN OUTSTANDING, THE EXCESS AMOUNT OF SUCH PREPAYMENT (AFTER GIVING
EFFECT TO THE PREPAYMENT OF ALL OUTSTANDING LOANS) SHALL INSTEAD REDUCE THE
AVAILABLE COMMITMENTS ON A PRO RATA BASIS AND SUCH EXCESS AMOUNT SHALL BE PLACED
IN ESCROW AT AN ACCOUNT MAINTAINED AT THE ADMINISTRATIVE AGENT AND MADE
AVAILABLE TO THE BORROWER AT ANY TIME THAT THE CONDITIONS SET FORTH IN
SECTION 3.2 ARE SATISFIED.
(D)
EACH MANDATORY PREPAYMENT PURSUANT TO THIS SECTION 2.10 SHALL BE
APPLIED RATABLY ACCORDING TO THE RESPECTIVE OUTSTANDING PRINCIPAL AMOUNTS OF THE
LOANS THEN HELD BY THE BANKS.
THE APPLICATION OF ANY MANDATORY PREPAYMENT
PURSUANT TO THIS SECTION 2.10 SHALL BE MADE, FIRST, TO BASE RATE LOANS AND,
SECOND, TO EURO-CURRENCY LOANS.
EACH PREPAYMENT OF THE LOANS UNDER THIS
SECTION 2.10 SHALL BE ACCOMPANIED BY ACCRUED AND UNPAID INTEREST THEREON TO THE
DATE OF SUCH PREPAYMENT ON THE AMOUNT SO PREPAID.
Section 2.11. General Provisions as to Payments.
(A)
THE BORROWER SHALL MAKE EACH PAYMENT OF THE PRINCIPAL OF AND
INTEREST ON THE LOANS AND FEES HEREUNDER, WITHOUT SET-OFF OR COUNTERCLAIM, BY
INITIATING A WIRE TRANSFER NOT LATER THAN 1:00 P.M. (NEW YORK CITY TIME) ON THE
DATE WHEN DUE, OF FEDERAL FUNDS IMMEDIATELY AVAILABLE IN NEW YORK, NEW YORK, TO
THE ADMINISTRATIVE AGENT AT ITS ADDRESS REFERRED TO IN SECTION