SIXTH, TO CASH COLLATERALIZE THE LETTERS OF CREDIT IN ACCORDANCE WITH
SECTION 2.21(G) IN AN AMOUNT IN CASH EQUAL TO THE LC EXPOSURE AS OF SUCH DATE
PLUS ANY ACCRUED AND UNPAID FEES THEREON.
THE REVOLVING COMMITMENTS OF THE
LENDERS SHALL NOT BE PERMANENTLY REDUCED BY THE AMOUNT OF ANY PREPAYMENTS MADE
PURSUANT TO CLAUSES FOURTH AND FIFTH ABOVE, UNLESS AN EVENT OF DEFAULT HAS
OCCURRED AND IS CONTINUING AT THE TIME OF THE EVENT GIVING RISE TO SUCH
PREPAYMENT AND THE REQUIRED REVOLVING LENDERS ELECT TO REDUCE COMMITMENTS.
(D)
IF AT ANY TIME THE REVOLVING CREDIT EXPOSURE
OF ALL LENDERS EXCEEDS THE AGGREGATE REVOLVING COMMITMENT AMOUNT, AS REDUCED
PURSUANT TO SECTION 2.7 OR OTHERWISE, THE BORROWER SHALL IMMEDIATELY REPAY
SWINGLINE LOANS AND REVOLVING LOANS IN AN AMOUNT EQUAL TO SUCH EXCESS, TOGETHER
WITH ALL ACCRUED AND UNPAID INTEREST ON SUCH EXCESS AMOUNT AND ANY AMOUNTS DUE
UNDER SECTION 2.18.
EACH PREPAYMENT SHALL BE APPLIED FIRST TO THE SWINGLINE
LOANS TO THE FULL EXTENT THEREOF, SECOND TO THE BASE RATE LOANS TO THE FULL
EXTENT THEREOF, AND FINALLY TO EURODOLLAR LOANS TO THE FULL EXTENT THEREOF.
IF
AFTER GIVING EFFECT TO PREPAYMENT OF ALL SWINGLINE LOANS AND REVOLVING LOANS,
THE REVOLVING CREDIT EXPOSURE OF ALL LENDERS EXCEEDS THE AGGREGATE REVOLVING
COMMITMENT AMOUNT, THE BORROWER SHALL DEPOSIT IN AN ACCOUNT WITH THE
ADMINISTRATIVE AGENT, IN THE NAME OF THE ADMINISTRATIVE AGENT AND FOR THE
BENEFIT OF THE ISSUING BANK AND THE LENDERS, AN AMOUNT IN CASH EQUAL TO SUCH
EXCESS PLUS ANY ACCRUED AND UNPAID FEES THEREON TO BE HELD AS COLLATERAL FOR THE
LC EXPOSURE.
SUCH ACCOUNT SHALL BE ADMINISTERED IN ACCORDANCE WITH
SECTION 2.21(G) HEREOF.
SECTION 2.12.
INTEREST ON LOANS.
(A)
THE BORROWER SHALL PAY INTEREST ON EACH
BASE RATE LOAN AT THE BASE RATE IN EFFECT FROM TIME TO TIME AND ON EACH
EURODOLLAR LOAN AT THE ADJUSTED LIBO RATE FOR THE
32
APPLICABLE INTEREST PERIOD IN EFFECT FOR SUCH LOAN, PLUS, IN EACH CASE, THE
APPLICABLE MARGIN IN EFFECT FROM TIME TO TIME.
(B)
THE BORROWER SHALL PAY INTEREST ON EACH
SWINGLINE LOAN AT THE SWINGLINE RATE IN EFFECT FROM TIME TO TIME.
(C)
WHILE AN EVENT OF DEFAULT EXISTS OR AFTER
ACCELERATION, AND UPON THE DELIVERY OF WRITTEN NOTICE TO THE BORROWER BY THE
ADMINISTRATIVE AGENT AT THE OPTION OF THE REQUIRED LENDERS (PROVIDED THAT SUCH
NOTICE SHALL NOT BE REQUIRED AFTER ACCELERATION OR UPON THE OCCURRENCE OF AN
EVENT OF DEFAULT UNDER SECTION 8.1(G), (H) OR (I)), THE BORROWER SHALL PAY
INTEREST ("DEFAULT INTEREST") WITH RESPECT TO ALL EURODOLLAR LOANS AT THE RATE
OTHERWISE APPLICABLE FOR THE THEN-CURRENT INTEREST PERIOD PLUS AN ADDITIONAL 2%
PER ANNUM UNTIL THE LAST DAY OF SUCH INTEREST PERIOD, AND THEREAFTER, AND WITH
RESPECT TO ALL BASE RATE LOANS (INCLUDING ALL SWINGLINE LOANS) AND ALL OTHER
OBLIGATIONS HEREUNDER (OTHER THAN LOANS), AT AN ALL-IN RATE IN EFFECT FOR BASE
RATE LOANS, PLUS AN ADDITIONAL 2% PER ANNUM.
(D)
INTEREST ON THE PRINCIPAL AMOUNT OF ALL
LOANS SHALL ACCRUE FROM