SHALL, SUBJECT TO THE ABOVE, MAKE SUCH DESIGNATION IN ITS
REASONABLE DISCRETION WITH A VIEW, BUT NO OBLIGATION, TO MINIMIZE BREAKAGE COSTS
OWING UNDER SECTION 2.11.
(F)
LIBOR INTEREST PERIODS.
IN LIEU OF
MAKING ANY PAYMENT PURSUANT TO THIS SECTION 5.2 IN RESPECT OF ANY LIBOR LOAN
OTHER THAN ON THE LAST DAY OF THE INTEREST PERIOD THEREFOR SO LONG AS NO DEFAULT
OR EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING, THE BORROWER AT ITS
OPTION MAY DEPOSIT WITH THE ADMINISTRATIVE AGENT AN AMOUNT EQUAL TO THE AMOUNT
OF THE LIBOR LOAN TO BE PREPAID AND SUCH LIBOR LOAN SHALL BE REPAID ON THE LAST
DAY OF THE INTEREST PERIOD THEREFOR IN THE REQUIRED AMOUNT.
SUCH DEPOSIT SHALL
BE HELD BY THE ADMINISTRATIVE AGENT IN A CORPORATE TIME DEPOSIT ACCOUNT
ESTABLISHED ON TERMS REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT,
EARNING INTEREST AT THE THEN-CUSTOMARY RATE FOR ACCOUNTS OF SUCH TYPE.
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SUCH DEPOSIT SHALL CONSTITUTE CASH COLLATERAL FOR THE OBLIGATIONS, PROVIDED THAT
THE BORROWER MAY AT ANY TIME DIRECT THAT SUCH DEPOSIT BE APPLIED TO MAKE THE
APPLICABLE PAYMENT REQUIRED PURSUANT TO THIS SECTION 5.2.
(G)
MINIMUM AMOUNT.
NO PREPAYMENT SHALL BE
REQUIRED PURSUANT TO SECTION 5.2(A)(I) UNLESS AND UNTIL THE AMOUNT AT ANY TIME
OF NET CASH PROCEEDS FROM PREPAYMENT EVENTS REQUIRED TO BE APPLIED AT OR PRIOR
TO SUCH TIME PURSUANT TO SUCH SECTION AND NOT YET APPLIED AT OR PRIOR TO SUCH
TIME TO PREPAY TERM LOANS PURSUANT TO SUCH SECTION EXCEEDS $25,000,000 IN THE
AGGREGATE FOR ALL SUCH PREPAYMENT EVENTS.
(H)
FOREIGN ASSET SALES.
NOTWITHSTANDING ANY
OTHER PROVISIONS OF THIS SECTION 5.2, (I) TO THE EXTENT THAT ANY OF OR ALL THE
NET CASH PROCEEDS OF ANY ASSET SALE BY A RESTRICTED FOREIGN SUBSIDIARY GIVING
RISE TO AN ASSET SALE PREPAYMENT EVENT (A "FOREIGN ASSET SALE") OR EXCESS CASH
FLOW ARE PROHIBITED OR DELAYED BY APPLICABLE LOCAL LAW FROM BEING REPATRIATED TO
THE UNITED STATES, THE PORTION OF SUCH NET CASH PROCEEDS OR EXCESS CASH FLOW SO
AFFECTED WILL NOT BE REQUIRED TO BE APPLIED TO REPAY TERM LOANS AT THE TIMES
PROVIDED IN THIS SECTION 5.2 BUT MAY BE RETAINED BY THE APPLICABLE RESTRICTED
FOREIGN SUBSIDIARY SO LONG, BUT ONLY SO LONG, AS THE APPLICABLE LOCAL LAW WILL
NOT PERMIT REPATRIATION TO THE UNITED STATES (THE BORROWER HEREBY AGREEING TO
CAUSE THE APPLICABLE RESTRICTED FOREIGN SUBSIDIARY TO PROMPTLY TAKE ALL ACTIONS
REQUIRED BY THE APPLICABLE LOCAL LAW TO PERMIT SUCH REPATRIATION), AND ONCE SUCH
REPATRIATION OF ANY OF SUCH AFFECTED NET CASH PROCEEDS OR EXCESS CASH FLOW IS
PERMITTED UNDER THE APPLICABLE LOCAL LAW, SUCH REPATRIATION WILL BE IMMEDIATELY
EFFECTED AND SUCH REPATRIATED NET CASH PROCEEDS OR EXCESS CASH FLOW WILL BE
PROMPTLY (AND IN ANY EVENT NOT LATER THAN TWO BUSINESS DAYS AFTER SUCH
REPATRIATION) APPLIED (NET OF ADDITIONAL TAXES PAYABLE OR RESERVED AGAINST AS A
RESULT THEREOF) TO THE REPAYMENT OF THE TERM LOANS PURSUANT TO THIS SECTION 5.2
AND (II) TO THE EXTENT THAT THE BORROWER HAS DETERMINED IN