THEN IN EFFECT; PROVIDED THAT (X)
NO LENDER SHALL MAKE ANY REVOLVING LOAN IN ANY DESIGNATED FOREIGN CURRENCY IF,
AFTER GIVING EFFECT TO THE MAKING OF SUCH REVOLVING LOAN, THE SUM OF THE DOLLAR
EQUIVALENT OF THE THEN OUTSTANDING REVOLVING LOANS IN DESIGNATED FOREIGN
CURRENCIES AND THE THEN OUTSTANDING L/C
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OBLIGATIONS IN RESPECT OF LETTERS OF CREDIT DENOMINATED IN ANY L/C DESIGNATED
FOREIGN CURRENCY WOULD EXCEED $50.0 MILLION AND (Y) THE AGGREGATE PRINCIPAL
AMOUNT OF REVOLVING LOANS MADE TO FOREIGN SUBSIDIARY BORROWERS AND L/C
OBLIGATIONS IN RESPECT OF LETTERS OF CREDIT ISSUED ON BEHALF OF FOREIGN
SUBSIDIARY BORROWERS SHALL AT NO TIME EXCEED THE DOLLAR EQUIVALENT OF $50.0
MILLION (IT BEING UNDERSTOOD AND AGREED THAT THE ADMINISTRATIVE AGENT SHALL
CALCULATE THE DOLLAR EQUIVALENT OF THE THEN OUTSTANDING REVOLVING LOANS IN ANY
DESIGNATED FOREIGN CURRENCY AND, TO THE EXTENT APPLICABLE, THE THEN OUTSTANDING
L/C OBLIGATIONS IN RESPECT OF ANY LETTERS OF CREDIT DENOMINATED IN ANY L/C
DESIGNATED FOREIGN CURRENCY ON THE DATE ON WHICH THE PARENT BORROWER HAS GIVEN
THE ADMINISTRATIVE AGENT A NOTICE OF BORROWING WITH RESPECT TO ANY REVOLVING
LOAN FOR PURPOSES OF DETERMINING COMPLIANCE WITH THIS SUBSECTION 2.1).
DURING
THE REVOLVING COMMITMENT PERIOD, EACH OF THE BORROWERS MAY USE THE REVOLVING
COMMITMENTS BY BORROWING, PREPAYING THE REVOLVING LOANS IN WHOLE OR IN PART, AND
REBORROWING, ALL IN ACCORDANCE WITH THE TERMS AND CONDITIONS HEREOF.
(B)
THE REVOLVING LOANS SHALL BE MADE IN DOLLARS OR ANY DESIGNATED
FOREIGN CURRENCY AND MAY FROM TIME TO TIME BE (I) EUROCURRENCY LOANS, (II) ABR
LOANS OR (III) A COMBINATION THEREOF, AS DETERMINED BY THE PARENT BORROWER AND
NOTIFIED TO THE ADMINISTRATIVE AGENT IN ACCORDANCE WITH SUBSECTIONS 2.2 AND 3.2;
PROVIDED THAT NO REVOLVING LOAN SHALL BE MADE AS A EUROCURRENCY LOAN AFTER THE
DAY THAT IS ONE MONTH PRIOR TO THE MATURITY DATE.
ALL REVOLVING LOANS MADE IN A
DESIGNATED FOREIGN CURRENCY SHALL BE EUROCURRENCY LOANS.
(C)
EACH BORROWER AGREES THAT, UPON THE REQUEST TO THE ADMINISTRATIVE
AGENT BY ANY LENDER MADE ON OR PRIOR TO THE CLOSING DATE OR IN CONNECTION WITH
ANY ASSIGNMENT PURSUANT TO SUBSECTION 10.6(B), IN ORDER TO EVIDENCE SUCH
LENDER'S REVOLVING LOANS, SUCH BORROWER WILL EXECUTE AND DELIVER TO SUCH LENDER
A PROMISSORY NOTE SUBSTANTIALLY IN THE FORM OF EXHIBIT A-1, WITH APPROPRIATE
INSERTIONS AS TO PAYEE, DATE AND PRINCIPAL AMOUNT (EACH, AS AMENDED,
SUPPLEMENTED, REPLACED OR OTHERWISE MODIFIED FROM TIME TO TIME, A "REVOLVING
NOTE"), PAYABLE TO THE ORDER OF SUCH LENDER AND REPRESENTING THE OBLIGATION OF
SUCH BORROWER TO PAY THE AMOUNT OF THE REVOLVING COMMITMENT OR, IF LESS, THE
AGGREGATE UNPAID PRINCIPAL AMOUNT OF ALL REVOLVING LOANS MADE BY SUCH LENDER TO
SUCH BORROWER.
EACH REVOLVING NOTE SHALL (I) BE DATED THE CLOSING DATE, (II) BE
STATED TO MATURE ON THE MATURITY DATE AND (III) PROVIDE FOR THE PAYMENT OF
INTEREST IN ACCORDANCE WITH SUBSECTION 3.1.
2.2
PROCEDURE FOR REVOLVING CREDIT BORROWING.
(A)
EACH OF THE BORROWERS MAY BORROW UNDER THE REVOLVING COMMITMENTS
DURING THE REVOLVING COMMITMENT PERIOD ON ANY BUSINESS DAY;