AFTER GIVING EFFECT TO THE PREPAYMENT OF
ALL OUTSTANDING REVOLVING LOANS AND SWING LINE LOANS PURSUANT TO THIS SECTION
4.4(A), THE AGGREGATE ASSIGNED DOLLAR VALUE OF LC OBLIGATIONS PLUS ANY OVERDRAFT
RESERVE EXCEEDS THE TOTAL REVOLVING COMMITMENT THEN IN EFFECT, THE BORROWER
SHALL CASH COLLATERALIZE LC OBLIGATIONS BY DEPOSITING, PURSUANT TO A CASH
COLLATERAL AGREEMENT TO BE ENTERED INTO IN FORM AND SUBSTANCE REASONABLY
SATISFACTORY TO THE ADMINISTRATIVE AGENT, CASH WITH THE ADMINISTRATIVE AGENT IN
AN AMOUNT EQUAL TO THE DIFFERENCE BETWEEN THE ASSIGNED DOLLAR VALUE OF SUCH LC
OBLIGATIONS PLUS ANY OVERDRAFT RESERVE AND THE TOTAL REVOLVING COMMITMENT THEN
IN EFFECT.
THE ADMINISTRATIVE AGENT SHALL ESTABLISH IN ITS NAME FOR THE BENEFIT
OF THE REVOLVING LENDERS A COLLATERAL ACCOUNT INTO WHICH IT SHALL DEPOSIT SUCH
CASH TO HOLD AS COLLATERAL SECURITY FOR THE LC OBLIGATIONS.
(B)
SCHEDULED TERM REPAYMENTS.
THE BORROWER SHALL CAUSE TO BE PAID
SCHEDULED TERM REPAYMENTS FOR EACH TERM FACILITY ON THE TERM LOANS UNTIL THE
TERM LOANS ARE PAID IN FULL IN THE AMOUNTS AND CURRENCIES AND AT THE TIMES
SPECIFIED IN EACH OF THE SCHEDULED TERM REPAYMENT DEFINITIONS TO THE EXTENT THAT
PREPAYMENTS HAVE NOT PREVIOUSLY BEEN APPLIED TO SUCH SCHEDULED TERM REPAYMENTS
(AND SUCH SCHEDULED TERM REPAYMENTS HAVE NOT OTHERWISE BEEN REDUCED) PURSUANT TO
THE TERMS HEREOF.
PAYMENTS TO BE MADE PURSUANT TO THIS SECTION 4.4(B) WITH
RESPECT TO TERM B DOLLAR LOANS SHALL BE PAID IN DOLLARS.
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(C)
MANDATORY PREPAYMENT UPON ASSET DISPOSITION OR RECOVERY EVENT.
(I)
ON THE FIRST BUSINESS DAY AFTER THE DATE OF RECEIPT THEREOF BY
THE BORROWER AND/OR ANY OF ITS SUBSIDIARIES OF NET SALE PROCEEDS FROM ANY ASSET
DISPOSITION (OTHER THAN THE US COMMODITY BUSINESS SALE, THE UK BUSINESS SALE OR
THE C4 BUSINESS SALE) OR THE PROCEEDS OF A RECOVERY EVENT (OR IN THE CASE OF A
RECEIPT THEREOF BY A FOREIGN SUBSIDIARY OF THE BORROWER, SUCH LATER DATE AS IS
PRACTICABLE (BUT IN ANY EVENT NOT LATER THAN THE 360TH DAY OR SUCH EARLIER DAY
AS THE BORROWER IS OBLIGATED TO MAKE AN OFFER TO PURCHASE ANY PUBLIC NOTES DUE
TO SUCH ASSET DISPOSITION OR RECOVERY EVENT) IN THE EVENT THAT SUCH MANDATORY
REPAYMENT WOULD RESULT IN THE PROVISIONS OF SECTIONS 151 ET SEQ. OF THE
COMPANIES ACT 1985 OF ENGLAND BEING BREACHED OR IN ANY FOREIGN SUBSIDIARY
BREACHING ANY SIMILAR APPLICABLE LAW IN ITS COUNTRY OF INCORPORATION), THE
BORROWER SHALL CAUSE TO BE PAID A MANDATORY REPAYMENT OF PRINCIPAL OF LOANS
PURSUANT TO THE TERMS OF SECTION 4.5(A) IN AN AMOUNT EQUAL TO THE GREATER OF (A)
THE TERM LOAN RATABLE SHARE OF SUCH NET SALE PROCEEDS OR SUCH PROCEEDS FROM A
RECOVERY EVENT AND (B) 100% OF SUCH NET SALE PROCEEDS OR SUCH PROCEEDS FROM A
RECOVERY EVENT LESS THE APPLICABLE REQUIRED NOTE OFFER AMOUNT PROCEEDS;
PROVIDED, THAT SO LONG AS NO EVENT OF DEFAULT OR UNMATURED EVENT OF DEFAULT THEN
EXISTS, IF EITHER (I) THE PROCEEDS OF ANY SINGLE OR SERIES OF RELATED RECOVERY
EVENTS OR (II) THE NET SALE