A CERTIFICATE
TO THAT EFFECT DATED SUCH DATE AND EXECUTED BY A FINANCIAL OFFICER OF THE
BORROWER.
SECTION 2.14.
PREPAYMENT.
(A)
THE BORROWER SHALL HAVE THE RIGHT AT ANY TIME
AND FROM TIME TO TIME TO PREPAY, WITHOUT PENALTY BUT SUBJECT TO SECTION 2.17,
ANY STANDBY BORROWING, IN WHOLE OR IN PART, UPON GIVING WRITTEN OR TELECOPY
NOTICE (OR TELEPHONE NOTICE PROMPTLY CONFIRMED BY WRITTEN OR TELECOPY NOTICE) TO
THE AGENT:
(I) BEFORE 10:00 A.M., NEW YORK CITY TIME, TWO BUSINESS DAYS PRIOR
TO PREPAYMENT, IN THE CASE OF EURODOLLAR LOANS, AND (II) BEFORE 10:00 A.M., NEW
YORK CITY TIME, ON THE BUSINESS DAY OF PREPAYMENT, IN THE CASE OF ABR LOANS;
PROVIDED, HOWEVER, THAT EACH PARTIAL PREPAYMENT SHALL BE IN AN AMOUNT WHICH IS
AN INTEGRAL MULTIPLE OF $1,000,000 AND NOT LESS THAN (A) $5,000,000 IN THE CASE
OF A EURODOLLAR STANDBY BORROWING AND (B) $1,000,000 IN THE CASE OF AN ABR
BORROWING OR, IF LESS, THE AGGREGATE PRINCIPAL AMOUNT OF SUCH STANDBY
BORROWING.
THE BORROWER SHALL NOT HAVE THE RIGHT TO PREPAY ANY COMPETITIVE
BORROWING.
(B)
ON THE DATE OF ANY TERMINATION OR REDUCTION OF THE COMMITMENTS PURSUANT TO
SECTION 2.12 OR SECTION 6.01(A)(III), THE BORROWER SHALL PAY OR PREPAY SO MUCH
OF THE STANDBY BORROWINGS AS SHALL BE NECESSARY IN ORDER THAT THE AGGREGATE
PRINCIPAL AMOUNT OF THE COMPETITIVE LOANS AND THE TOTAL REVOLVING CREDIT
EXPOSURES WILL NOT EXCEED THE TOTAL COMMITMENT AFTER GIVING EFFECT TO SUCH
TERMINATION OR REDUCTION.
IN THE EVENT OF ANY TERMINATION OF ALL OF THE
COMMITMENTS, THE BORROWER SHALL REPAY OR PREPAY ALL THE OUTSTANDING STANDBY
LOANS AND SWINGLINE LOANS ON THE DATE OF SUCH TERMINATION.
(C)
EACH NOTICE OF PREPAYMENT SHALL SPECIFY THE PREPAYMENT DATE AND THE
PRINCIPAL AMOUNT OF EACH BORROWING (OR PORTION THEREOF) TO BE PREPAID, SHALL BE
IRREVOCABLE AND SHALL COMMIT THE BORROWER TO PREPAY SUCH BORROWING (OR PORTION
THEREOF) BY THE AMOUNT STATED THEREIN ON THE DATE STATED THEREIN.
ALL
PREPAYMENTS UNDER THIS SECTION SHALL BE SUBJECT TO SECTION 2.17 BUT SHALL
OTHERWISE BE WITHOUT PREMIUM OR PENALTY.
ALL PREPAYMENTS UNDER THIS SECTION
SHALL BE ACCOMPANIED BY ACCRUED INTEREST ON THE PRINCIPAL AMOUNT BEING PREPAID
TO THE DATE OF PAYMENT.
SECTION 2.15.
RESERVE REQUIREMENTS; CHANGE IN CIRCUMSTANCES.
(A)
NOTWITHSTANDING ANY OTHER PROVISION HEREIN, IF AFTER THE DATE OF THIS AGREEMENT
ANY CHANGE IN APPLICABLE LAW OR REGULATION OR IN THE INTERPRETATION OR
ADMINISTRATION THEREOF BY ANY GOVERNMENTAL AUTHORITY CHARGED WITH THE
INTERPRETATION OR ADMINISTRATION THEREOF (WHETHER OR NOT HAVING THE FORCE OF
LAW) SHALL CHANGE THE BASIS OF TAXATION OF PAYMENTS TO ANY LENDER OF THE
PRINCIPAL OF OR INTEREST ON ANY EURODOLLAR LOAN OR FIXED RATE LOAN MADE BY SUCH
LENDER OR ANY FEES OR OTHER AMOUNTS PAYABLE HEREUNDER (OTHER THAN CHANGES IN
RESPECT OF TAXES IMPOSED ON THE OVERALL NET INCOME OF SUCH LENDER BY THE
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JURISDICTION IN WHICH SUCH LENDER HAS ITS PRINCIPAL OR APPLICABLE LENDING OFFICE
OR BY ANY POLITICAL SUBDIVISION OR TAXING AUTHORITY THEREIN), OR SHALL IMPOSE,
MODIFY OR DEEM