HEREIN TO THE LENDERS OR ANY OF THEM SHALL BE
DEEMED TO INCLUDE THE ISSUING LENDER AND THE SWINGLINE LENDER UNLESS
SPECIFICALLY PROVIDED OTHERWISE OR UNLESS THE CONTEXT OTHERWISE REQUIRES.
(C)
THE WORDS "HEREOF," "HEREIN" AND "HEREUNDER" AND WORDS OF SIMILAR
IMPORT WHEN USED IN THIS AGREEMENT SHALL REFER TO THIS AGREEMENT AS A WHOLE AND
NOT TO ANY PARTICULAR PROVISION OF THIS AGREEMENT.
(D)
THE MEANINGS GIVEN TO TERMS DEFINED HEREIN SHALL BE EQUALLY
APPLICABLE TO BOTH THE SINGULAR AND PLURAL FORM OF SUCH TERMS.
1.5
EXCHANGE RATES; CURRENCY EQUIVALENTS.
(A)
THE ADMINISTRATIVE AGENT SHALL DETERMINE THE SPOT RATES AS OF EACH
REVALUATION DATE TO BE USED FOR CALCULATING THE DOLLAR AMOUNTS OF FOREIGN
CURRENCY REVOLVING LOANS AND OTHER AMOUNTS OUTSTANDING UNDER THIS AGREEMENT
DENOMINATED IN FOREIGN CURRENCIES. SUCH SPOT RATES SHALL BECOME EFFECTIVE AS OF
SUCH REVALUATION DATE AND SHALL BE THE SPOT RATES EMPLOYED IN CONVERTING ANY
AMOUNTS BETWEEN THE APPLICABLE CURRENCIES UNTIL THE NEXT REVALUATION DATE TO
OCCUR. EXCEPT FOR PURPOSES OF FINANCIAL STATEMENTS DELIVERED BY THE COMPANY
HEREUNDER OR CALCULATING FINANCIAL COVENANTS IN ARTICLE VII OR EXCEPT AS
OTHERWISE PROVIDED HEREIN, THE APPLICABLE AMOUNT OF ANY CURRENCY FOR PURPOSES OF
THIS AGREEMENT AND THE OTHER CREDIT DOCUMENTS SHALL BE SUCH DOLLAR AMOUNT AS SO
DETERMINED BY THE ADMINISTRATIVE AGENT.
(B)
WHEREVER IN THIS AGREEMENT, IN CONNECTION WITH ANY FOREIGN
CURRENCY REVOLVING LOAN (OR LETTER OF CREDIT DENOMINATED IN A FOREIGN CURRENCY)
OR ANY CONVERSION, CONTINUATION OR PREPAYMENT THEREOF, AN AMOUNT, SUCH AS A
REQUIRED MINIMUM OR MULTIPLE AMOUNT, IS EXPRESSED IN DOLLARS, SUCH AMOUNT SHALL
BE THE RELEVANT FOREIGN CURRENCY EQUIVALENT OF SUCH DOLLAR AMOUNT (ROUNDED AS
NEARLY AS PRACTICABLE TO THE NEAREST NUMBER OF WHOLE UNITS OF SUCH FOREIGN
CURRENCY), AS DETERMINED BY THE ADMINISTRATIVE AGENT.
(C)
DETERMINATIONS BY THE ADMINISTRATIVE AGENT PURSUANT TO THIS
SECTION SHALL BE CONCLUSIVE ABSENT MANIFEST ERROR.
1.6
REDENOMINATION OF CERTAIN FOREIGN CURRENCIES AND COMPUTATION OF
DOLLAR AMOUNTS.
(A)
EACH OBLIGATION OF A BORROWER TO MAKE A PAYMENT DENOMINATED IN THE
NATIONAL CURRENCY UNIT OF ANY MEMBER STATE OF THE EUROPEAN UNION THAT ADOPTS THE
EURO AS ITS LAWFUL CURRENCY AFTER THE DATE HEREOF SHALL BE REDENOMINATED INTO
EUROS AT THE TIME OF SUCH ADOPTION (IN ACCORDANCE WITH THE EMU LEGISLATION). IF,
IN RELATION TO THE CURRENCY OF ANY SUCH MEMBER STATE,
35
THE BASIS OF ACCRUAL OF INTEREST EXPRESSED IN THIS AGREEMENT IN RESPECT OF THAT
CURRENCY SHALL BE INCONSISTENT WITH ANY CONVENTION OR PRACTICE IN THE LONDON
INTERBANK MARKET FOR THE BASIS OF ACCRUAL OF INTEREST IN RESPECT OF THE EURO,
SUCH EXPRESSED BASIS SHALL BE REPLACED BY SUCH CONVENTION OR PRACTICE WITH
EFFECT FROM THE DATE ON WHICH SUCH MEMBER STATE ADOPTS THE EURO AS ITS LAWFUL
CURRENCY; PROVIDED THAT IF ANY FOREIGN CURRENCY REVOLVING LOAN IN THE CURRENCY
OF SUCH MEMBER STATE IS OUTSTANDING IMMEDIATELY PRIOR TO SUCH DATE, SUCH
REPLACEMENT SHALL TAKE EFFECT, WITH RESPECT TO SUCH FOREIGN CURRENCY REVOLVING
LOAN, AT THE END OF THE THEN CURRENT INTEREST PERIOD.
(B)
EACH PROVISION