THE PRECEDING SENTENCE, THE ADMINISTRATIVE AGENT SHALL, SUBJECT TO THE ABOVE,
MAKE SUCH DESIGNATION IN ITS SOLE DISCRETION.
NOTWITHSTANDING THE FOREGOING
PROVISIONS OF THIS SECTION 4.02 (OTHER THAN SECTIONS 4.02(A) AND (B), WHICH
SHALL NOT HAVE THE BENEFITS OF THIS SENTENCE), IF AT ANY TIME THE MANDATORY
REPAYMENT OF LOANS PURSUANT TO THIS SECTION 4.02 WOULD RESULT, AFTER GIVING
EFFECT TO THE PROCEDURES SET FORTH ABOVE IN THIS CLAUSE (H), IN THE BORROWER
INCURRING BREAKAGE COSTS UNDER SECTION 1.11 AS A RESULT OF EURODOLLAR LOANS
BEING REPAID OTHER THAN ON THE LAST DAY OF AN INTEREST PERIOD APPLICABLE THERETO
(ANY SUCH EURODOLLAR LOANS, "AFFECTED LOANS"), THE BORROWER MAY ELECT, BY
WRITTEN NOTICE TO THE ADMINISTRATIVE AGENT, TO HAVE THE PROVISIONS OF THE
FOLLOWING SENTENCE BE APPLICABLE SO LONG AS NO DEFAULT OR EVENT OF DEFAULT THEN
EXISTS.
AT THE TIME ANY AFFECTED LOANS ARE OTHERWISE REQUIRED TO BE PREPAID,
THE BORROWER MAY ELECT TO DEPOSIT 100% (OR SUCH LESSER PERCENTAGE ELECTED BY THE
BORROWER AS NOT BEING REPAID) OF THE PRINCIPAL AMOUNTS THAT OTHERWISE WOULD HAVE
BEEN PAID IN RESPECT OF THE AFFECTED LOANS WITH THE ADMINISTRATIVE AGENT TO BE
HELD AS SECURITY FOR THE OBLIGATIONS OF THE BORROWER HEREUNDER PURSUANT TO A
CASH COLLATERAL AGREEMENT TO BE ENTERED INTO IN FORM AND SUBSTANCE SATISFACTORY
TO THE ADMINISTRATIVE AGENT, WITH SUCH CASH COLLATERAL TO BE RELEASED FROM SUCH
CASH COLLATERAL ACCOUNT (AND APPLIED TO REPAY THE PRINCIPAL AMOUNT OF SUCH
EURODOLLAR LOANS) UPON EACH OCCURRENCE THEREAFTER OF THE LAST DAY OF AN INTEREST
PERIOD APPLICABLE TO SUCH EURODOLLAR LOANS (OR SUCH EARLIER DATE OR DATES AS
SHALL BE REQUESTED BY THE BORROWER), WITH THE AMOUNT TO BE SO RELEASED AND
APPLIED ON THE LAST DAY OF EACH INTEREST PERIOD TO BE THE PRINCIPAL AMOUNT OF
SUCH EURODOLLAR LOANS TO WHICH SUCH INTEREST PERIOD APPLIES (OR, IF LESS, THE
AMOUNT REMAINING IN SUCH CASH COLLATERAL ACCOUNT); PROVIDED, HOWEVER, THAT AT
ANY TIME WHILE AN EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING, THE REQUIRED
LENDERS MAY DIRECT THE ADMINISTRATIVE AGENT (IN WHICH CASE THE ADMINISTRATIVE
AGENT SHALL, AND IS HEREBY AUTHORIZED BY THE BORROWER TO, FOLLOW SAID
DIRECTIONS) TO APPLY ANY OR ALL PROCEEDS THEN ON DEPOSIT IN SUCH COLLATERAL
ACCOUNT TO THE PAYMENT OF SUCH AFFECTED LOANS.
SO LONG AS NO EVENT OF DEFAULT
IS THEN IN EXISTENCE, ANY AMOUNTS REMAINING IN SUCH COLLATERAL ACCOUNT AFTER
GIVING EFFECT TO THE APPLICATION THEREOF AS CONTEMPLATED ABOVE SHALL BE RETURNED
TO THE BORROWER.
(I)
IN ADDITION TO ANY OTHER MANDATORY REPAYMENTS PURSUANT TO THIS
SECTION 4.02, ALL THEN OUTSTANDING LOANS OF ANY TRANCHE SHALL BE REPAID IN FULL
ON THE RESPECTIVE MATURITY DATE FOR SUCH TRANCHE OF LOANS.
4.03
Method and Place of Payment.
Except as otherwise specifically provided
herein, all payments under this Agreement and under any Note shall be made to
the Administrative Agent for the account of the Lender or Lenders entitled
thereto not later than 1:00 P.M. (New York time) on the date when due and shall
be