THE BORROWER OF SUCH ELECTION.
ANY AMOUNT SO DECLINED BY ANY LENDER MAY, AT THE OPTION OF THE BORROWER, BE
RETAINED BY THE BORROWER AND ITS SUBSIDIARIES OR APPLIED BY THE BORROWER OR ANY
OF ITS RESTRICTED SUBSIDIARIES IN ANY MANNER NOT INCONSISTENT WITH THIS
AGREEMENT.
(D)
AMOUNTS PREPAID ON ACCOUNT OF SENIOR INTERIM LOANS MAY NOT BE
REBORROWED.
(E)
NOTWITHSTANDING THE FOREGOING PROVISIONS OF THIS SUBSECTION 3.4,
IF AT ANY TIME ANY PREPAYMENT OF THE SENIOR INTERIM LOANS PURSUANT TO
SUBSECTION 3.4(A) OR (B) WOULD RESULT, AFTER GIVING EFFECT TO THE PROCEDURES SET
FORTH IN THIS AGREEMENT, IN THE BORROWER INCURRING BREAKAGE COSTS UNDER
SUBSECTION 3.12 AS A RESULT OF EUROCURRENCY LOANS BEING PREPAID OTHER THAN ON
THE LAST DAY OF AN INTEREST PERIOD WITH RESPECT THERETO, THEN THE BORROWER MAY,
SO LONG AS NO DEFAULT OR EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING,
IN ITS SOLE DISCRETION, INITIALLY DEPOSIT A PORTION (UP TO 100%) OF THE AMOUNTS
THAT OTHERWISE WOULD HAVE BEEN PAID IN RESPECT OF
55
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.
3.5
ADMINISTRATIVE AGENT'S FEES; OTHER FEES.
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 ACQUISITION CO. OR THE BORROWER, THE OTHER REPRESENTATIVES AND THE
ADMINISTRATIVE AGENT IN CONNECTION WITH THIS AGREEMENT.
3.6
COMPUTATION OF INTEREST AND FEES.
(A)
INTEREST (OTHER THAN INTEREST BASED ON THE PRIME RATE) SHALL BE
CALCULATED ON THE BASIS OF A 360-DAY YEAR FOR THE ACTUAL DAYS ELAPSED; AND
COMMITMENT FEES AND ANY OTHER FEES AND INTEREST BASED ON THE PRIME RATE SHALL BE
CALCULATED ON THE BASIS OF A 365- (OR 366-, AS THE CASE MAY BE) DAY YEAR FOR THE
ACTUAL DAYS ELAPSED.
THE ADMINISTRATIVE AGENT SHALL AS SOON AS PRACTICABLE
NOTIFY THE BORROWER AND THE AFFECTED LENDERS OF EACH DETERMINATION OF A
EUROCURRENCY RATE.
ANY CHANGE IN THE INTEREST RATE ON A SENIOR INTERIM LOAN
RESULTING FROM A CHANGE IN THE ABR OR THE EUROCURRENCY RESERVE REQUIREMENTS
SHALL BECOME EFFECTIVE AS OF THE OPENING OF BUSINESS ON THE DAY ON WHICH SUCH
CHANGE BECOMES EFFECTIVE.
THE ADMINISTRATIVE AGENT SHALL AS SOON AS PRACTICABLE
NOTIFY THE