ANY REASON (OTHER THAN A DEFAULT BY
SUCH LENDER) A LIBOR RATE LOAN IS NOT MADE ON A DATE SPECIFIED THEREFOR IN A
NOTICE OF BORROWING OR A TELEPHONIC REQUEST FOR BORROWING, OR A CONVERSION TO OR
CONTINUATION OF ANY LIBOR RATE LOAN DOES NOT OCCUR ON A DATE SPECIFIED THEREFOR
IN A CONVERSION/CONTINUATION NOTICE OR A TELEPHONIC REQUEST FOR CONVERSION OR
CONTINUATION, (II) IF ANY PREPAYMENT OR OTHER PRINCIPAL PAYMENT OF, OR ANY
CONVERSION OF, ANY OF ITS LIBOR RATE LOANS OCCURS ON A DATE OTHER THAN THE LAST
DAY OF AN INTEREST PERIOD APPLICABLE TO SUCH LIBOR RATE LOAN OR (III) IF ANY
PREPAYMENT OF ANY LIBOR RATE LOAN MADE BY SUCH LENDER IS NOT MADE ON ANY DATE
SPECIFIED IN A NOTICE OF PREPAYMENT GIVEN BY THE BORROWER.
D.
BOOKING OF LIBOR RATE LOANS.
ANY LENDER
MAY MAKE, CARRY OR TRANSFER LIBOR RATE LOANS AT, TO, OR FOR THE ACCOUNT OF ANY
OF ITS BRANCH OFFICES OR THE OFFICE OF AN AFFILIATE OF THAT LENDER.
E.
ASSUMPTIONS CONCERNING FUNDING OF LIBOR
RATE LOANS.
CALCULATION OF ALL AMOUNTS PAYABLE TO A LENDER UNDER THIS SECTION
2.9 AND UNDER SECTION 2.8A SHALL BE MADE AS THOUGH THAT LENDER HAD ACTUALLY
FUNDED EACH OF ITS RELEVANT LIBOR RATE LOANS THROUGH THE PURCHASE OF A LIBOR
DEPOSIT BEARING INTEREST AT THE RATE OBTAINED PURSUANT TO THE DEFINITION OF
LIBOR IN AN AMOUNT EQUAL TO THE AMOUNT OF SUCH LIBOR RATE LOAN AND HAVING A
MATURITY COMPARABLE TO THE RELEVANT INTEREST PERIOD AND THROUGH THE TRANSFER OF
SUCH LIBOR DEPOSIT FROM AN OFFSHORE OFFICE OF THAT LENDER TO A DOMESTIC OFFICE
OF THAT LENDER IN THE UNITED STATES OF AMERICA; PROVIDED, HOWEVER, THAT EACH
LENDER MAY FUND EACH OF ITS LIBOR RATE LOANS IN ANY MANNER IT SEES FIT AND THE
FOREGOING ASSUMPTIONS SHALL BE UTILIZED ONLY FOR THE PURPOSES OF CALCULATING
AMOUNTS PAYABLE UNDER THIS SECTION 2.9 AND UNDER SECTION 2.8A AND 2.8C.
2.10
Matters Relating to Currency Exchange Rates and
Conversion of Amounts to Alternative Currencies.
A.
SPOT RATE CALCULATION.
THE ADMINISTRATIVE
AGENT SHALL DETERMINE THE DOLLAR AMOUNT OF EACH ALTERNATIVE CURRENCY LOAN AS OF
(X) THE FIRST DAY OF EACH INTEREST PERIOD APPLICABLE THERETO AND (Y) THE LAST
BUSINESS DAY OF EACH CALENDAR MONTH, AND SUCH CALCULATION SHALL REMAIN IN EFFECT
FOR PURPOSES OF THIS AGREEMENT UNTIL THE NEXT DATE ON WHICH AN EVENT DESCRIBED
IN THIS SECTION 2.10A OCCURS AND A RECALCULATION IS MADE.
THE ADMINISTRATIVE
AGENT SHALL PROMPTLY NOTIFY THE APPLICABLE CREDIT PARTY AND THE LENDERS OF EACH
DOLLAR AMOUNT SO DETERMINED BY IT.
EACH SUCH DETERMINATION SHALL BE BASED ON
THE SPOT RATE (X) ON THE DATE OF THE RELATED NOTICE OF BORROWING FOR PURPOSES OF
THE INITIAL SUCH DETERMINATION FOR ANY ALTERNATIVE CURRENCY LOAN AND (Y) ON THE
FOURTH BUSINESS DAY PRIOR TO THE DATE AS OF WHICH SUCH DOLLAR AMOUNT IS TO BE
DETERMINED, FOR PURPOSES OF ANY SUBSEQUENT DETERMINATION.
B.
PREPAYMENT.
IF AFTER GIVING EFFECT TO ANY
SUCH DETERMINATION OF A DOLLAR AMOUNT,