IN RESPECT OF SUCH EUROCURRENCY
LOANS WITH THE ADMINISTRATIVE AGENT (WHICH DEPOSIT MUST BE EQUAL IN AMOUNT TO
THE AMOUNT OF SUCH EUROCURRENCY LOANS NOT IMMEDIATELY PREPAID), TO BE HELD AS
SECURITY FOR THE OBLIGATIONS OF THE BORROWER TO MAKE SUCH PREPAYMENT PURSUANT TO
A CASH COLLATERAL AGREEMENT TO BE ENTERED INTO ON TERMS REASONABLY SATISFACTORY
TO THE ADMINISTRATIVE AGENT WITH SUCH CASH COLLATERAL TO BE DIRECTLY APPLIED
UPON THE FIRST OCCURRENCE THEREAFTER OF THE LAST DAY OF AN INTEREST PERIOD WITH
RESPECT TO SUCH EUROCURRENCY LOANS (OR SUCH EARLIER DATE OR DATES AS SHALL BE
REQUESTED BY THE BORROWER); PROVIDED THAT SUCH UNPAID EUROCURRENCY LOANS SHALL
CONTINUE TO BEAR INTEREST IN ACCORDANCE WITH SUBSECTION 3.1 UNTIL SUCH UNPAID
EUROCURRENCY LOANS OR THE RELATED PORTION OF SUCH EUROCURRENCY LOANS HAVE OR HAS
BEEN PREPAID.
(I)
NOTWITHSTANDING THE FOREGOING, (A) ANY
VOLUNTARY PREPAYMENT OF THE TERM LOANS THAT RESULTS IN THE PREPAYMENT OF ALL,
BUT NOT LESS THAN ALL, OF THE OUTSTANDING TERM LOANS AND (B) ANY VOLUNTARY
REDUCTION OF LC FACILITY DEPOSITS RESULTING IN THE RETURN OF ALL LC FACILITY
DEPOSITS TO THE LENDERS, IN EACH CASE PRIOR TO THE ONE YEAR ANNIVERSARY OF THE
CLOSING DATE WITH THE PROCEEDS OF, IN THE CASE OF CLAUSE (A), NEW TERM LOANS
UNDER THIS AGREEMENT THAT HAVE AN APPLICABLE MARGIN THAT IS LESS THAN THE
APPLICABLE MARGIN WITH RESPECT TO ABR LOANS OR EUROCURRENCY LOANS, AS THE CASE
MAY BE, OR, IN THE CASE OF CLAUSE (B), NEW SYNTHETIC LETTER OF CREDIT DEPOSITS
UNDER THIS AGREEMENT THAT RESULT IN LETTER OF CREDIT FEES THAT, TAKEN AS A
WHOLE, ARE LESS THAN THE LC FACILITY FEES APPLICABLE UNDER THIS AGREEMENT, IN
EACH CASE AS OF THE CLOSING DATE MAY ONLY BE MADE IF EACH LENDER IS PAID A
PREPAYMENT PREMIUM OF 1.0% OF THE PRINCIPAL AMOUNT OF, IN THE CASE OF CLAUSE (A)
SUCH LENDER'S TERM LOANS OR, IN THE CASE OF CLAUSE (B), SUCH LENDER'S LC
FACILITY DEPOSITS.
3.5
ADMINISTRATIVE AGENT'S FEE; OTHER FEES; LC
FACILITY FEES.
(A)
THE BORROWER AGREES TO PAY, OR CAUSE TO BE
PAID, TO THE ADMINISTRATIVE AGENT AND THE OTHER REPRESENTATIVES ANY FEES IN THE
AMOUNTS AND ON THE DATES PREVIOUSLY AGREED TO IN WRITING BY INVESTOR, THE OTHER
REPRESENTATIVES AND THE ADMINISTRATIVE AGENT IN CONNECTION WITH THIS AGREEMENT.
68
(B)
LC FACILITY FEES.
THE BORROWER AGREES TO
PAY OR CAUSE TO BE PAID:
(I)
TO THE ADMINISTRATIVE AGENT FOR THE
ACCOUNT OF EACH LC FACILITY LENDER A PARTICIPATION FEE (AN "LC FACILITY FEE")
WITH RESPECT TO ITS LC FACILITY DEPOSIT, WHICH SHALL ACCRUE AT (A) 0.10% PER
ANNUM (OR SUCH LESSER RATE AS MAY BE AGREED TO BY THE ADMINISTRATIVE AGENT, THE
APPLICABLE LC FACILITY ISSUING BANK AND THE BORROWER), PLUS (B) THE APPLICABLE
MARGIN FOR EUROCURRENCY LOANS, FROM TIME TO TIME IN EFFECT ON THE AVERAGE DAILY
AMOUNT OF SUCH LC FACILITY LENDER'S LC FACILITY DEPOSIT DURING THE PERIOD FROM
AND INCLUDING THE CLOSING DATE TO BUT EXCLUDING THE DATE ON WHICH THE ENTIRE