THAN THE
COMMITMENT OF SUCH LENDER AT SUCH TIME AS A RESULT OF CHANGE IN EXCHANGE RATES
BETWEEN ONE OR MORE OPTIONAL CURRENCIES AND DOLLARS, THEN THE ADMINISTRATIVE
AGENT SHALL NOTIFY THE BORROWERS OF THE SAME AND THE BORROWERS SHALL WITHIN TWO
(2) BUSINESS DAYS AFTER RECEIVING SUCH NOTICE PREPAY SO MUCH OF THE REVOLVER
LOANS AS SHALL BE NECESSARY IN ORDER THAT THE EXPOSURE OF SUCH LENDER SHALL NOT
EXCEED THE COMMITMENT OF SUCH LENDER AFTER GIVING EFFECT TO SUCH PREPAYMENTS.
(D)
ALL PREPAYMENT NOTICES SHALL BE
IRREVOCABLE.
THE PRINCIPAL AMOUNT OF THE LOANS FOR WHICH A PREPAYMENT NOTICE IS
GIVEN, TOGETHER WITH INTEREST ON SUCH PRINCIPAL AMOUNT EXCEPT WITH RESPECT TO
BASE RATE LOANS, SHALL BE DUE AND PAYABLE ON THE DATE SPECIFIED IN SUCH
PREPAYMENT NOTICE AS THE DATE ON WHICH THE PROPOSED PREPAYMENT IS TO BE MADE IN
THE CURRENCY IN WHICH SUCH LOAN WAS MADE.
IF THE BORROWERS PREPAY A REVOLVER
LOAN, ALL OUTSTANDING SWING LINE LOANS SHALL (UNLESS THE SWING LINE LENDER SHALL
OTHERWISE AGREE) FIRST BE REPAID FROM THE PROCEEDS THEREOF.
IF THE BORROWERS
FAIL TO SPECIFY THE APPLICABLE TRANCHE WHICH THE BORROWERS ARE PREPAYING, THE
PREPAYMENT SHALL, SUBJECT TO THE IMMEDIATELY PRIOR SENTENCE, BE APPLIED TO BASE
RATE LOANS, THEN TO DOLLAR LIBOR LOANS AND THEN TO OPTIONAL CURRENCY LOANS, WITH
PAYMENTS APPLIED TO LIBOR LOANS BEING APPLIED IN ORDER OF NEXT MATURING INTEREST
PERIODS.
ANY PREPAYMENT HEREUNDER SHALL BE SUBJECT TO THE BORROWERS' OBLIGATION
TO INDEMNIFY THE LENDERS UNDER SECTION 2.18.
(E)
UPON RECEIPT OF ANY NOTICE OF PREPAYMENT,
THE ADMINISTRATIVE AGENT SHALL PROMPTLY NOTIFY EACH LENDER THEREOF.
(F)
AMOUNTS PREPAID PURSUANT TO THIS
SECTION (OTHER THAN SUBSECTION (B) HEREOF) MAY BE REBORROWED, SUBJECT TO THE
TERMS AND CONDITIONS HEREOF.
2.16
Requirements of Law.
(A)
IN THE EVENT THAT ANY CHANGE IN ANY
REQUIREMENT OF LAW OR IN THE INTERPRETATION, OR APPLICATION THEREOF OR
COMPLIANCE BY ANY LENDER WITH ANY REQUEST OR DIRECTIVE (WHETHER OR NOT HAVING
THE FORCE OF LAW) FROM ANY CENTRAL BANK OR OTHER GOVERNMENTAL AUTHORITY MADE
SUBSEQUENT TO THE DATE HEREOF:
(I)
SHALL SUBJECT ANY LENDER TO ANY TAX OF
ANY KIND WHATSOEVER WITH RESPECT TO THIS AGREEMENT, ANY NOTE, ANY LETTER OF
CREDIT, ANY APPLICATION OR ANY LIBOR LOAN MADE BY IT OR PAYMENTS BY THE
BORROWERS OF PRINCIPAL, INTEREST, FEES OR OTHER AMOUNTS DUE FROM THE BORROWERS
HEREUNDER, OR CHANGE THE BASIS OF TAXATION OF PAYMENTS TO SUCH LENDER IN RESPECT
THEREOF (EXCEPT FOR TAXES COVERED BY SECTION 2.17 AND CHANGES IN THE RATE OF TAX
ON THE NET INCOME OR FRANCHISE TAXES OF SUCH LENDER OR A SURCHARGE ON THE NET
INCOME OR FRANCHISE TAXES OF SUCH LENDER);
50
(II)
SHALL IMPOSE, MODIFY OR HOLD APPLICABLE
ANY RESERVE, SPECIAL DEPOSIT, COMPULSORY LOAN OR SIMILAR REQUIREMENT AGAINST
ASSETS HELD BY, DEPOSITS OR OTHER LIABILITIES IN OR FOR THE ACCOUNT OF,
ADVANCES, LOANS, LETTERS OF CREDIT
OR OTHER EXTENSIONS OF CREDIT BY, OR ANY
OTHER ACQUISITION OF FUNDS BY, ANY LENDER OR ANY LENDING OFFICE