FOR SUCH INCREASED OR ADDITIONAL COMMITMENTS,
SUBJECT TO THE SATISFACTION OF ANY CONDITIONS SET FORTH IN SUCH AGREEMENT.
NOTWITHSTANDING THE FOREGOING, NO INCREASE IN THE TOTAL COMMITMENTS (OR IN THE
COMMITMENT OF ANY LENDER) SHALL BECOME EFFECTIVE UNDER THIS PARAGRAPH (A)
UNLESS, ON THE DATE OF SUCH INCREASE, (I)
THE CONDITIONS SET FORTH IN
PARAGRAPHS (A) AND (B) OF SECTIONS 4.02 SHALL BE SATISFIED (AS THOUGH A
BORROWING WERE BEING MADE ON SUCH DATE); PROVIDED THAT FOR PURPOSES OF THIS
SECTION, THE REPRESENTATIONS AND WARRANTIES CONTAINED IN SECTION 3.04(A) SHALL
BE DEEMED TO REFER TO THE MOST RECENT AUDITED FINANCIAL STATEMENTS AVAILABLE ON
THE DATE OF SUCH INCREASE AND (II)
THE PAYING AGENT SHALL HAVE RECEIVED A
CERTIFICATE TO THAT EFFECT DATED SUCH DATE AND EXECUTED BY A RESPONSIBLE OFFICER
OR A FINANCIAL OFFICER OF PARENT AND THE BORROWER.
THE BORROWER IS NOT REQUIRED
TO OFFER ANY LENDER AN OPPORTUNITY TO PARTICIPATE IN ANY INCREASE PURSUANT TO
THIS SECTION 2.19 AND, IF OFFERED AN OPPORTUNITY TO PARTICIPATE, A LENDER SHALL
NOT HAVE ANY OBLIGATION TO PARTICIPATE.
(B)
AT THE TIME THAT ANY INCREASE IN THE TOTAL COMMITMENTS PURSUANT TO
PARAGRAPH (A) OF THIS SECTION 2.19 (A "COMMITMENT INCREASE") BECOMES EFFECTIVE,
IF ANY REVOLVING LOANS ARE OUTSTANDING, THE BORROWER SHALL PREPAY THE AGGREGATE
PRINCIPAL AMOUNT OUTSTANDING IN RESPECT OF SUCH REVOLVING LOANS IN ACCORDANCE
WITH SECTION 2.10 (THE "INITIAL LOANS"); PROVIDED THAT (I) NOTHING IN THIS
SECTION 2.19 SHALL PREVENT THE BORROWER FROM FUNDING THE PREPAYMENT OF INITIAL
LOANS WITH CONCURRENT REVOLVING LOANS HEREUNDER IN ACCORDANCE WITH THE
PROVISIONS OF THIS AGREEMENT, GIVING EFFECT TO THE COMMITMENT INCREASE, AND (II)
NO SUCH PREPAYMENT SHALL BE REQUIRED IF, AFTER GIVING EFFECT TO THE COMMITMENT
INCREASE, EACH LENDER HAS THE SAME APPLICABLE PERCENTAGE AS IMMEDIATELY PRIOR TO
SUCH COMMITMENT INCREASE.
SECTION 2.20.
CURRENCY FLUCTUATIONS.
(A)
NOT LATER THAN 1:00 P.M., NEW YORK
CITY TIME, ON EACH CALCULATION DATE, IF THERE ARE ANY ALTERNATE CURRENCY LETTERS
OF CREDIT OUTSTANDING, (I) EACH ISSUING BANK THAT HAS OUTSTANDING ANY ALTERNATE
CURRENCY LETTER OF CREDIT OR LC DISBURSEMENT THEREUNDER SHALL DETERMINE THE
DOLLAR AMOUNT AS OF SUCH CALCULATION DATE OF EACH OUTSTANDING ALTERNATE CURRENCY
LETTER OF CREDIT ISSUED BY IT OR LC DISBURSEMENT THEREUNDER, AND SUCH ISSUING
BANK SHALL NOTIFY THE PAYING AGENT AND THE BORROWER OF EACH DOLLAR AMOUNT SO
DETERMINED AND THE RELEVANT SPOT EXCHANGE RATE USED BY IT TO MAKE SUCH
DETERMINATION AND (II) THE PAYING AGENT SHALL GIVE NOTICE TO THE LENDERS AND THE
BORROWER OF THE SPOT EXCHANGE RATES SO DETERMINED.
THE SPOT EXCHANGE RATES SO
DETERMINED SHALL BECOME EFFECTIVE ON THE FIRST BUSINESS DAY IMMEDIATELY
FOLLOWING THE RELEVANT CALCULATION DATE (A "RESET DATE") AND (SUBJECT TO
SECTION 2.05(M)) SHALL REMAIN EFFECTIVE UNTIL THE NEXT SUCCEEDING RESET DATE.
(B)
NOT LATER THAN 5:00 P.M., NEW YORK CITY TIME, ON EACH RESET DATE AND THE
DATE OF EACH BORROWING OR ISSUANCE OF A LETTER OF CREDIT, IF THERE ARE ANY
ALTERNATE CURRENCY LETTERS OF CREDIT THEN OUTSTANDING, THE PAYING AGENT SHALL
(I) DETERMINE