LOANS TO BE
PREPAID, PROVIDED THAT (W) EURODOLLAR REVOLVING CREDIT LOANS MAY BE DESIGNATED
FOR PREPAYMENT PURSUANT TO THIS SECTION 5.2 ONLY ON THE LAST DAY OF AN INTEREST
PERIOD APPLICABLE THERETO UNLESS ALL EURODOLLAR LOANS WITH INTEREST PERIODS
ENDING ON SUCH DATE OF REQUIRED PREPAYMENT AND ALL ABR LOANS HAVE BEEN PAID IN
FULL; (X) IF ANY PREPAYMENT BY THE BORROWER OF EURODOLLAR REVOLVING CREDIT LOANS
MADE PURSUANT TO A SINGLE BORROWING SHALL REDUCE THE OUTSTANDING REVOLVING
CREDIT LOANS MADE PURSUANT TO SUCH BORROWING TO AN AMOUNT LESS THAN THE MINIMUM
BORROWING AMOUNT FOR EURODOLLAR REVOLVING CREDIT LOANS, AS THE CASE MAY BE, SUCH
BORROWING SHALL IMMEDIATELY BE CONVERTED INTO ABR LOANS; (Y) EACH PREPAYMENT OF
ANY LOANS MADE PURSUANT TO A BORROWING SHALL BE APPLIED PRO RATA AMONG SUCH
LOANS; AND (Z) NOTWITHSTANDING THE PROVISIONS OF THE PRECEDING CLAUSE (Y), NO
PREPAYMENT MADE PURSUANT TO SECTION 5.2(A) OR SECTION 5.2(B) OF REVOLVING CREDIT
LOANS SHALL BE APPLIED TO THE REVOLVING CREDIT LOANS OF ANY DEFAULTING LENDER.
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.
(F)
EURODOLLAR INTEREST PERIODS.
IN LIEU OF
MAKING ANY PAYMENT PURSUANT TO THIS SECTION 5.2 IN RESPECT OF ANY EURODOLLAR
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 EURODOLLAR LOAN TO BE PREPAID AND SUCH EURODOLLAR 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
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 SUCH PREPAYMENT EVENTS REQUIRED TO BE APPLIED AT OR
PRIOR TO SUCH TIME PURSUANT TO SUCH SECTION AND NOT YET APPLIED AT OR PRIOR TO
49
SUCH TIME TO PREPAY TERM LOANS PURSUANT TO SUCH SECTION EXCEEDS $15,000,000 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") ARE PROHIBITED
OR DELAYED BY APPLICABLE LOCAL LAW FROM BEING