MAY BE, OF SUCH LENDER,
SUBSTANTIALLY IN THE FORMS OF EXHIBIT G-1, G-2 OR G-3, RESPECTIVELY, WITH
APPROPRIATE INSERTIONS AS TO DATE AND PRINCIPAL AMOUNT.
4.15.
ILLEGALITY.
NOTWITHSTANDING ANY OTHER PROVISION HEREIN, IF THE
ADOPTION OF OR ANY CHANGE IN ANY REQUIREMENT OF LAW OR IN THE INTERPRETATION OR
APPLICATION THEREOF SHALL MAKE IT UNLAWFUL FOR ANY LENDER TO MAKE OR MAINTAIN
EUROCURRENCY LOANS AS CONTEMPLATED BY THIS AGREEMENT, (A) THE COMMITMENT OF SUCH
LENDER HEREUNDER TO MAKE EUROCURRENCY LOANS, CONTINUE EUROCURRENCY LOANS AS SUCH
AND CONVERT ALTERNATE BASE RATE LOANS TO EUROCURRENCY LOANS SHALL FORTHWITH BE
CANCELED AND (B) SUCH LENDER'S LOANS THEN OUTSTANDING AS EUROCURRENCY LOANS, IF
ANY, SHALL BE CONVERTED AUTOMATICALLY TO ALTERNATE BASE RATE LOANS ON THE
RESPECTIVE LAST DAYS OF THE THEN CURRENT INTEREST PERIODS WITH RESPECT TO SUCH
LOANS OR WITHIN SUCH EARLIER PERIOD AS REQUIRED BY LAW.
IF ANY SUCH CONVERSION
OF A EUROCURRENCY LOAN OCCURS ON A DAY WHICH IS NOT THE LAST DAY OF THE THEN
CURRENT INTEREST PERIOD WITH RESPECT THERETO, THE APPLICABLE BORROWER(S) SHALL
PAY TO SUCH LENDER SUCH AMOUNTS, IF ANY, AS MAY BE REQUIRED PURSUANT TO
SECTION 4.11.
46
4.16.
FOREIGN CURRENCY EXCHANGE RATE.
(A)
NO LATER THAN 1:00 P.M., NEW
YORK CITY TIME, ON EACH CALCULATION DATE WITH RESPECT TO A FOREIGN CURRENCY, THE
ADMINISTRATIVE AGENT SHALL DETERMINE THE EXCHANGE RATE AS OF SUCH CALCULATION
DATE WITH RESPECT TO SUCH FOREIGN CURRENCY, PROVIDED THAT, UPON RECEIPT OF A
BORROWING REQUEST PURSUANT TO SECTION 2.16 OR A REQUEST FOR A LETTER OF CREDIT
DENOMINATED IN A FOREIGN CURRENCY PURSUANT TO SECTION 2.8, THE ADMINISTRATIVE
AGENT SHALL DETERMINE THE EXCHANGE RATE WITH RESPECT TO THE RELEVANT FOREIGN
CURRENCY IN ACCORDANCE WITH THE FOREGOING (IT BEING ACKNOWLEDGED AND AGREED THAT
THE ADMINISTRATIVE AGENT SHALL USE SUCH EXCHANGE RATE FOR THE PURPOSES OF
DETERMINING COMPLIANCE WITH SECTION 2.15 WITH RESPECT TO SUCH BORROWING REQUEST
OR APPLICATION).
THE EXCHANGE RATES SO DETERMINED SHALL BECOME EFFECTIVE ON THE
FIRST BUSINESS DAY IMMEDIATELY FOLLOWING THE RELEVANT CALCULATION DATE (A "RESET
DATE"), SHALL REMAIN EFFECTIVE UNTIL THE NEXT SUCCEEDING RESET DATE AND SHALL
FOR ALL PURPOSES OF THIS AGREEMENT (OTHER THAN SECTIONS 2.5, 4.7, 4.16, 11.18 OR
ANY OTHER PROVISION EXPRESSLY REQUIRING THE USE OF A CURRENT EXCHANGE RATE) BE
THE EXCHANGE RATES EMPLOYED IN CONVERTING ANY AMOUNTS BETWEEN DOLLARS AND
FOREIGN CURRENCIES.
(B)
NO LATER THAN 5:00 P.M., NEW YORK CITY TIME, ON EACH RESET DATE
AND EACH BORROWING DATE WITH RESPECT TO FOREIGN CURRENCY LOANS, THE
ADMINISTRATIVE AGENT SHALL DETERMINE THE AGGREGATE AMOUNT OF THE DOLLAR
EQUIVALENTS OF THE PRINCIPAL AMOUNTS OF THE FOREIGN CURRENCY LOANS THEN
OUTSTANDING (AFTER GIVING EFFECT TO ANY FOREIGN CURRENCY LOANS TO BE MADE OR
REPAID ON SUCH DATE AND THE AGGREGATE AMOUNT OF THE L/C OBLIGATIONS THEN
OUTSTANDING).
(C)
THE ADMINISTRATIVE AGENT SHALL PROMPTLY NOTIFY EACH BORROWER OF
EACH DETERMINATION OF AN EXCHANGE RATE HEREUNDER.
SECTION 5
REPRESENTATIONS AND WARRANTIES
To induce the Agents and the Lenders to enter into this Agreement and to make