OF MAKING ANY PAYMENT PURSUANT TO
THIS SECTION 5.2 OR PURSUANT TO SECTION 9.8(B) IN RESPECT OF ANY LIBOR LOAN
OTHER THAN ON THE LAST DAY OF THE INTEREST PERIOD THEREFOR SO LONG AS NO EVENT
OF DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING, THE BORROWER AT ITS OPTION MAY
DEPOSIT WITH THE ADMINISTRATIVE AGENT AN AMOUNT IN DOLLARS 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. SUCH
DEPOSIT SHALL CONSTITUTE CASH COLLATERAL FOR THE LIBOR LOANS TO BE SO PREPAID,
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)
[RESERVED]
(H)
REJECTION RIGHT. THE BORROWER SHALL NOTIFY THE ADMINISTRATIVE
AGENT IN WRITING OF ANY MANDATORY PREPAYMENT OF LOANS REQUIRED TO BE MADE
PURSUANT TO SECTION 5.2(A) AT LEAST THREE BUSINESS DAYS PRIOR TO THE DATE OF
SUCH PREPAYMENT. EACH SUCH NOTICE SHALL SPECIFY THE DATE OF SUCH PREPAYMENT AND
PROVIDE A REASONABLY DETAILED CALCULATION OF THE AMOUNT OF SUCH PREPAYMENT. THE
ADMINISTRATIVE AGENT WILL PROMPTLY NOTIFY EACH LENDER HOLDING LOANS OF THE
CONTENTS OF THE BORROWER'S PREPAYMENT NOTICE AND OF SUCH LENDER'S PRO RATA SHARE
OF THE PREPAYMENT. EACH LENDER MAY REJECT ALL OR A PORTION OF ITS PRO RATA SHARE
OF ANY MANDATORY PREPAYMENT (SUCH DECLINED AMOUNTS, THE "DECLINED PROCEEDS") OF
LOANS REQUIRED TO BE MADE PURSUANT TO SECTION 5.2(A) BY PROVIDING WRITTEN NOTICE
(EACH, A "REJECTION NOTICE") TO THE ADMINISTRATIVE AGENT AND THE BORROWER NO
LATER THAN 5:00 P.M. (NEW YORK TIME) ONE BUSINESS DAY AFTER THE DATE OF SUCH
LENDER'S RECEIPT OF NOTICE FROM THE ADMINISTRATIVE AGENT REGARDING SUCH
PREPAYMENT. EACH REJECTION NOTICE FROM A GIVEN LENDER SHALL SPECIFY THE
PRINCIPAL AMOUNT OF THE MANDATORY REPAYMENT OF LOANS TO BE REJECTED BY SUCH
LENDER. IF A LENDER FAILS TO DELIVER A REJECTION NOTICE TO THE ADMINISTRATIVE
AGENT WITHIN THE TIME FRAME SPECIFIED ABOVE OR SUCH REJECTION NOTICE FAILS TO
SPECIFY THE PRINCIPAL AMOUNT OF THE LOANS TO BE REJECTED, ANY SUCH FAILURE WILL
BE DEEMED AN ACCEPTANCE OF THE TOTAL AMOUNT OF SUCH MANDATORY PREPAYMENT OF
LOANS. ANY DECLINED PROCEEDS REMAINING THEREAFTER SHALL BE RETAINED BY THE
BORROWER.
5.3.
Method and Place of Payment.
(A)
EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED HEREIN, ALL PAYMENTS
UNDER THIS AGREEMENT SHALL BE MADE BY THE BORROWER, WITHOUT SET-OFF,
COUNTERCLAIM OR DEDUCTION OF ANY KIND, TO THE ADMINISTRATIVE AGENT FOR THE
RATABLE ACCOUNT OF THE LENDERS ENTITLED THERETO, NOT LATER THAN 2:00 P.M. (NEW
YORK CITY TIME), IN EACH CASE, ON THE DATE WHEN DUE AND SHALL BE MADE IN
IMMEDIATELY AVAILABLE FUNDS AT THE ADMINISTRATIVE AGENT'S OFFICE OR AT SUCH
OTHER OFFICE AS THE ADMINISTRATIVE