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 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 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.
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
51
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
the Loans and Issue or participate in the Letters of Credit, each Borrower
hereby represents and warrants to each Agent and each Lender that:
5.1.
FORMATION AND QUALIFICATION.
EACH LOAN PARTY
IS A CORPORATION DULY