PROMISSORY NOTES IN SUCH FORM PAYABLE TO THE ORDER OF THE PAYEE NAMED
THEREIN (OR, IF SUCH PROMISSORY NOTE IS A REGISTERED NOTE, TO SUCH PAYEE AND ITS
REGISTERED ASSIGNS).
SECTION 2.10.
PREPAYMENT OF LOANS.
(A)
THE BORROWER SHALL HAVE THE RIGHT AT
ANY TIME AND FROM TIME TO TIME TO PREPAY ANY BORROWING IN WHOLE OR IN PART,
SUBJECT TO THE REQUIREMENTS OF THIS SECTION.
(B)
IF THE AGGREGATE REVOLVING EXPOSURES SHALL AT ANY TIME EXCEED THE AGGREGATE
COMMITMENTS, THEN (I) ON THE LAST DAY OF ANY INTEREST PERIOD FOR ANY EURIBOR
BORROWING OR LIBOR BORROWING, AND (II) ON EACH OTHER DATE ON WHICH ANY ABR
REVOLVING BORROWING OR SWINGLINE LOAN SHALL BE OUTSTANDING, THE BORROWER SHALL
PREPAY LOANS (OR, IF NO LOANS ARE OUTSTANDING, DEPOSIT CASH COLLATERAL IN AN
ACCOUNT WITH THE
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ADMINISTRATIVE AGENT IN ACCORDANCE WITH SECTION 2.05(I)) IN AN AGGREGATE AMOUNT
EQUAL TO THE LESSER OF (A) THE AMOUNT NECESSARY TO ELIMINATE SUCH EXCESS AND
(B) THE AMOUNT OF THE APPLICABLE REVOLVING BORROWINGS OR SWINGLINE LOANS
REFERRED TO IN CLAUSE (I) OR (II), AS APPLICABLE.
IF THE AGGREGATE AMOUNT OF
THE REVOLVING EXPOSURES AT ANY TIME SHALL EXCEED 105% OF THE AGGREGATE
COMMITMENTS, THEN THE BORROWER SHALL, WITHIN THREE BUSINESS DAYS, PREPAY ONE OR
MORE BORROWINGS (OR, IF NO SUCH BORROWINGS ARE OUTSTANDING, DEPOSIT CASH
COLLATERAL IN AN ACCOUNT WITH THE ADMINISTRATIVE AGENT IN ACCORDANCE WITH
SECTION 2.05(I)) IN AN AMOUNT SUFFICIENT TO ELIMINATE SUCH EXCESS.
(C)
PRIOR TO ANY OPTIONAL OR MANDATORY PREPAYMENT OF BORROWINGS UNDER THIS
SECTION, THE BORROWER SHALL SPECIFY THE BORROWING OR BORROWINGS TO BE PREPAID IN
THE NOTICE OF SUCH PREPAYMENT DELIVERED PURSUANT TO PARAGRAPH (D) OF THIS
SECTION.
(D)
THE BORROWER SHALL NOTIFY THE ADMINISTRATIVE AGENT (AND, IN THE CASE OF
PREPAYMENT OF A SWINGLINE LOAN, THE SWINGLINE LENDER) BY TELEPHONE (CONFIRMED BY
HAND DELIVERY OR FACSIMILE) OF ANY OPTIONAL PREPAYMENT AND, TO THE EXTENT
PRACTICABLE, ANY MANDATORY PREPAYMENT HEREUNDER (I) IN THE CASE OF PREPAYMENT OF
A EURIBOR BORROWING OR A LIBOR BORROWING, NOT LATER THAN 11:00 A.M., LOCAL TIME,
THREE BUSINESS DAYS BEFORE THE DATE OF PREPAYMENT, (II) IN THE CASE OF
PREPAYMENT OF AN ABR BORROWING, NOT LATER THAN 11:00 A.M., LOCAL TIME, ONE
BUSINESS DAY BEFORE THE DATE OF PREPAYMENT OR (III) IN THE CASE OF PREPAYMENT OF
A SWINGLINE LOAN, NOT LATER THAN 12:00 NOON, LOCAL TIME, ON THE DATE OF
PREPAYMENT.
EACH SUCH NOTICE SHALL BE IRREVOCABLE AND SHALL SPECIFY THE
PREPAYMENT DATE, THE PRINCIPAL AMOUNT OF EACH BORROWING OR PORTION THEREOF TO BE
PREPAID AND, IN THE CASE OF A MANDATORY PREPAYMENT, A REASONABLY DETAILED
CALCULATION OF THE AMOUNT OF SUCH PREPAYMENT; PROVIDED THAT IF A NOTICE OF
OPTIONAL PREPAYMENT IS GIVEN IN CONNECTION WITH A CONDITIONAL NOTICE OF
TERMINATION OF THE COMMITMENTS 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.
EACH PARTIAL PREPAYMENT OF ANY BORROWING SHALL BE
IN AN AMOUNT THAT WOULD