THE TYPES OF LOANS
THAT ARE TO BE PREPAID AND THE SPECIFIC BORROWING(S) PURSUANT TO WHICH MADE. IN
THE ABSENCE OF A DESIGNATION BY THE BORROWER AS DESCRIBED IN THE PRECEDING
SENTENCE, THE ADMINISTRATIVE AGENT 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.
(E)
[RESERVED].
(F)
LIBOR INTEREST PERIODS. IN LIEU 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 (BUT NOT
LESS THAN ALL) 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
62
DAY AFTER THE DATE OF SUCH LENDER'S RECEIPT OF NOTICE FROM THE ADMINISTRATIVE
AGENT REGARDING SUCH PREPAYMENT. 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