OBLIGATIONS ARISING UNDER THE LOAN DOCUMENTS IN, THE CURRENCY OF
THAT COUNTRY SHALL BE TRANSLATED INTO OR PAID IN THE CURRENCY OR CURRENCY UNIT
OF THAT COUNTRY DESIGNATED BY THE ADMINISTRATIVE AGENT AND (II) ANY TRANSLATION
FROM ONE CURRENCY OR CURRENCY UNIT TO ANOTHER SHALL BE AT THE OFFICIAL RATE OF
EXCHANGE RECOGNIZED BY THE CENTRAL BANK FOR CONVERSION OF THAT CURRENCY OR
CURRENCY UNIT INTO THE OTHER, ROUNDED UP OR DOWN BY THE ADMINISTRATIVE AGENT AS
IT REASONABLY DEEMS APPROPRIATE.
(B)
IF A CHANGE IN ANY CURRENCY OF A COUNTRY OCCURS, THIS AGREEMENT
SHALL BE AMENDED (AND EACH PARTY HERETO AGREES TO ENTER INTO ANY SUPPLEMENTAL
AGREEMENT NECESSARY TO EFFECT ANY SUCH AMENDMENT) TO THE EXTENT THAT THE
ADMINISTRATIVE AGENT DETERMINES SUCH AMENDMENT TO BE NECESSARY TO REFLECT THE
CHANGE IN CURRENCY AND TO PUT THE LENDERS IN THE SAME POSITION, SO FAR AS
POSSIBLE, THAT THEY WOULD HAVE BEEN IN IF NO CHANGE IN CURRENCY HAD OCCURRED.
SECTION 2
AMOUNT AND TERMS OF REVOLVING COMMITMENTS
2.1.
REVOLVING COMMITMENTS.
(A)
SUBJECT TO THE TERMS AND CONDITIONS
HEREOF, EACH REVOLVING LENDER SEVERALLY AGREES TO MAKE REVOLVING CREDIT LOANS
DENOMINATED IN DOLLARS ("REVOLVING LOANS") TO THE US BORROWERS FROM TIME TO TIME
DURING THE REVOLVING COMMITMENT PERIOD IN AN AGGREGATE PRINCIPAL AMOUNT AT ANY
ONE TIME OUTSTANDING WHICH, WHEN ADDED TO SUCH LENDER'S REVOLVING PERCENTAGE OF
THE SUM OF (I) THE L/C OBLIGATIONS THEN OUTSTANDING, (II) THE AGGREGATE
PRINCIPAL AMOUNT OF THE SWINGLINE LOANS THEN OUTSTANDING, AND (III) THE DOLLAR
EQUIVALENT OF THE AGGREGATE PRINCIPAL AMOUNT OF THE FOREIGN CURRENCY LOANS AND
THE UK FOREIGN CURRENCY LOANS THEN OUTSTANDING, DOES NOT EXCEED THE AMOUNT OF
SUCH LENDER'S AVAILABLE REVOLVING COMMITMENT OR SUCH LENDER'S REVOLVING
PERCENTAGE OF THE BORROWING BASE (US), WHICHEVER IS LESS.
DURING THE REVOLVING
COMMITMENT PERIOD, THE US BORROWERS MAY USE THE REVOLVING COMMITMENTS BY
BORROWING, PREPAYING AND REBORROWING THE REVOLVING LOANS, IN WHOLE OR IN PART,
ALL IN ACCORDANCE WITH THE TERMS AND CONDITIONS HEREOF.
THE REVOLVING LOANS MAY
FROM TIME TO TIME BE EUROCURRENCY LOANS OR ALTERNATE BASE RATE LOANS, AS
DETERMINED BY THE APPLICABLE US BORROWERS AND NOTIFIED TO THE ADMINISTRATIVE
AGENT IN ACCORDANCE WITH SECTIONS 2.2 AND 4.3.
(B)
THE US BORROWERS SHALL REPAY ALL OUTSTANDING REVOLVING LOANS ON
THE REVOLVING TERMINATION DATE.
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2.2.
PROCEDURE FOR REVOLVING LOAN BORROWING.
THE US BORROWERS MAY
BORROW UNDER SECTION 2.1 DURING THE REVOLVING COMMITMENT PERIOD ON ANY BUSINESS
DAY, PROVIDED THAT THE APPLICABLE US BORROWERS SHALL GIVE THE ADMINISTRATIVE
AGENT IRREVOCABLE NOTICE (WHICH NOTICE MUST BE RECEIVED BY THE ADMINISTRATIVE
AGENT PRIOR TO 12:00 NOON, NEW YORK CITY TIME, (A) THREE BUSINESS DAYS PRIOR TO
THE REQUESTED BORROWING DATE, IN THE CASE OF EUROCURRENCY LOANS, OR (B) ON THE
BUSINESS DAY OF THE REQUESTED BORROWING DATE, IN THE CASE OF ALTERNATE BASE RATE
LOANS), SPECIFYING (I) THE AMOUNT AND TYPE OF REVOLVING LOANS TO BE BORROWED,
(II) THE REQUESTED BORROWING DATE AND (III) IN THE CASE OF EUROCURRENCY LOANS,
THE RESPECTIVE AMOUNTS OF EACH SUCH TYPE