OF A
CLASS, EXCEPT (A) ON THE EXPIRATION DATE OF THE INTEREST PERIOD APPLICABLE TO
ANY SUCH EURODOLLAR LOAN OR CONTRACT PERIOD APPLICABLE TO ANY SUCH DISCOUNT RATE
LOAN OR (B) IN THE EVENT, AND ONLY TO THE EXTENT, THAT THERE ARE NO OUTSTANDING
ABR LOANS OR CANADIAN PRIME RATE LOANS OF THE SAME CLASS AND, IN ANY SUCH EVENT,
THE LOAN PARTIES SHALL PAY THE BREAK FUNDING PAYMENT REQUIRED IN ACCORDANCE WITH
SECTION 2.15(B). THE AGENTS AND THE LENDERS SHALL HAVE THE CONTINUING AND
EXCLUSIVE RIGHT TO APPLY AND REVERSE AND REAPPLY ANY AND ALL SUCH PROCEEDS AND
PAYMENTS TO ANY PORTION OF THE SECURED OBLIGATIONS.
(G)
AT ALL TIMES WHEN FULL CASH DOMINION IS IN EFFECT PURSUANT TO
SECTION 5.7, ON EACH BUSINESS DAY, (I) THE ADMINISTRATIVE AGENT SHALL APPLY ALL
FUNDS CREDITED TO THE CONCENTRATION ACCOUNT THE PREVIOUS BUSINESS DAY TO PREPAY
THE U.S. REVOLVING LOANS AND (II) THE CANADIAN ADMINISTRATIVE AGENT SHALL APPLY
ALL FUNDS CREDITED TO THE CANADIAN CONCENTRATION ACCOUNT THE PREVIOUS BUSINESS
DAY TO PREPAY THE CANADIAN REVOLVING LOANS.
Section 2.16
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 DISCOUNT RATE LOAN MADE
BY SUCH LENDER OR ANY FEES OR OTHER AMOUNTS PAYABLE HEREUNDER (OTHER THAN
CHANGES IN RESPECT OF TAXES, OTHER TAXES AND TAXES IMPOSED ON, OR MEASURED BY,
THE NET INCOME OR NET PROFITS OR FRANCHISE TAXES OF SUCH LENDER IN EACH CASE
IMPOSED BY THE JURISDICTION IN WHICH SUCH LENDER IS ORGANIZED, HAS ITS PRINCIPAL
OFFICE, OR IN WHICH THE APPLICABLE LENDING OFFICE FOR SUCH LOAN IS LOCATED OR BY
ANY POLITICAL SUBDIVISION OR TAXING AUTHORITY THEREIN, OR BY ANY OTHER
JURISDICTION OR BY ANY POLITICAL SUBDIVISION OR TAXING AUTHORITY THEREIN OTHER
THAN A JURISDICTION IN WHICH SUCH LENDER WOULD NOT BE SUBJECT TO TAX BUT FOR THE
EXECUTION AND PERFORMANCE OF, OR RECEIPT OF PAYMENT AND ENFORCEMENT OF RIGHTS
UNDER, THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT), OR SHALL IMPOSE, MODIFY OR
DEEM APPLICABLE ANY RESERVE, SPECIAL DEPOSIT OR SIMILAR REQUIREMENT AGAINST
ASSETS OF, DEPOSITS WITH OR FOR THE ACCOUNT OF OR CREDIT EXTENDED BY SUCH LENDER
(EXCEPT ANY SUCH RESERVE REQUIREMENT WHICH IS REFLECTED IN THE ADJUSTED LIBO
RATE) OR SHALL IMPOSE ON SUCH
71
LENDER OR THE APPLICABLE INTERBANK MARKET ANY OTHER CONDITION AFFECTING THIS
AGREEMENT OR THE EURODOLLAR LOANS OR DISCOUNT RATE LOANS MADE BY SUCH LENDER,
AND THE RESULT OF ANY OF THE FOREGOING SHALL BE TO INCREASE THE COST TO SUCH
LENDER OF MAKING OR MAINTAINING ANY LOAN OR TO REDUCE THE AMOUNT OF ANY SUM
RECEIVED OR RECEIVABLE BY SUCH LENDER HEREUNDER (WHETHER OF PRINCIPAL, INTEREST
OR OTHERWISE)