BE RETAINED BY THE BORROWER TO BE USED FOR
ANY OTHER PURPOSE NOT PROHIBITED BY THIS AGREEMENT.
(G)
IN APPLYING MANDATORY PREPAYMENTS OF LOANS IN ACCORDANCE WITH
PARAGRAPH (F) ABOVE, SUCH MANDATORY PREPAYMENTS SHALL BE APPLIED ON A PRO RATA
BASIS TO THE THEN OUTSTANDING LOANS BEING PREPAID IRRESPECTIVE OF WHETHER SUCH
OUTSTANDING LOANS ARE ABR LOANS OR EURODOLLAR LOANS; PROVIDED THAT IF NO LENDERS
EXERCISE THE RIGHT TO WAIVE A GIVEN MANDATORY PREPAYMENT PURSUANT TO PARAGRAPH
(F) ABOVE, THEN WITH RESPECT TO SUCH MANDATORY PREPAYMENT, THE AMOUNT OF SUCH
MANDATORY PREPAYMENT TO BE APPLIED TO LOANS SHALL BE APPLIED FIRST TO LOANS THAT
ARE ABR LOANS TO THE FULL EXTENT THEREOF BEFORE APPLICATION TO LOANS THAT ARE
EURODOLLAR LOANS IN A MANNER THAT MINIMIZES THE AMOUNT OF ANY PAYMENTS REQUIRED
TO BE MADE BY THE BORROWER PURSUANT TO SECTION 2.16.
(H)
THE BORROWER SHALL DELIVER TO THE ADMINISTRATIVE AGENT, AT THE
TIME OF EACH PREPAYMENT REQUIRED UNDER THIS SECTION 2.13, (I) A CERTIFICATE
SIGNED BY A FINANCIAL OFFICER OF THE BORROWER SETTING FORTH IN REASONABLE DETAIL
THE CALCULATION OF THE AMOUNT AND DATE OF SUCH PREPAYMENT AND (II) TO THE EXTENT
PRACTICABLE, AT LEAST THREE DAYS PRIOR WRITTEN NOTICE OF SUCH PREPAYMENT.
EACH
NOTICE OF PREPAYMENT SHALL SPECIFY THE PREPAYMENT DATE, THE TYPE OF EACH LOAN
BEING PREPAID AND THE PRINCIPAL AMOUNT OF EACH LOAN (OR PORTION THEREOF) TO BE
PREPAID.
ALL PREPAYMENTS OF BORROWINGS PURSUANT TO THIS SECTION 2.13 SHALL BE
SUBJECT TO SECTION 2.16, BUT SHALL OTHERWISE BE WITHOUT PREMIUM OR PENALTY.
(I)
NOTWITHSTANDING ANYTHING IN THIS SECTION 2.13 TO THE CONTRARY,
UNTIL THE DISCHARGE OF FIRST LIEN OBLIGATIONS SOLELY IN RESPECT OF THE TERM LOAN
FACILITY (UNDER AND AS DEFINED IN THE FIRST LIEN CREDIT AGREEMENT) SHALL HAVE
OCCURRED, NO MANDATORY PREPAYMENTS OF OUTSTANDING LOANS THAT WOULD OTHERWISE BE
REQUIRED UNDER THIS SECTION 2.13 SHALL BE REQUIRED TO BE MADE EXCEPT WITH
RESPECT TO THE PORTION (IF ANY) OF THE PROCEEDS OF THE EVENT GIVING RISE TO SUCH
MANDATORY PREPAYMENTS AS SHALL NOT BE REQUIRED TO PREPAY THE TERM LOANS UNDER
AND AS DEFINED IN THE FIRST LIEN CREDIT AGREEMENT AS A RESULT OF AN AMENDMENT,
WAIVER OR OTHER MODIFICATION WITH RESPECT TO THE PROVISIONS OF SECTION 2.13 OF
THE FIRST LIEN CREDIT AGREEMENT IN ACCORDANCE WITH THE PROVISIONS OF THE FIRST
LIEN CREDIT AGREEMENT.
33
SECTION 2.14.
RESERVE REQUIREMENTS; CHANGE IN CIRCUMSTANCES.
(A)
NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, IF ANY CHANGE IN LAW
SHALL:
(I)
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, ANY LENDER OR THE ADMINISTRATIVE AGENT (EXCEPT ANY SUCH
RESERVE REQUIREMENT WHICH IS REFLECTED IN THE ADJUSTED LIBO RATE) OR
(II)
IMPOSE ON ANY LENDER OR THE ADMINISTRATIVE AGENT OR THE LONDON
INTERBANK MARKET ANY OTHER CONDITION AFFECTING THIS AGREEMENT OR EURODOLLAR
LOANS MADE BY SUCH LENDER,
and the result of any of the foregoing shall be to increase the cost