DIVIDING THE APPROPRIATE COMPONENT BY THE OTHER COMPONENT, CARRYING THE RESULT
TO ONE PLACE MORE THAN THE NUMBER OF PLACES BY WHICH SUCH RATIO IS EXPRESSED
HEREIN AND ROUNDING THE RESULT UP OR DOWN TO THE NEAREST NUMBER (WITH A
ROUNDING-UP IF THERE IS NO NEAREST NUMBER).
25
1.05
EXCHANGE RATES; CURRENCY EQUIVALENTS.
(A)
THE ADMINISTRATIVE AGENT SHALL DETERMINE
THE SPOT RATES AS OF EACH REVALUATION DATE TO BE USED FOR CALCULATING DOLLAR
EQUIVALENT AMOUNTS OF CREDIT EXTENSIONS AND OUTSTANDING AMOUNTS DENOMINATED IN
ALTERNATIVE 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 LOAN PARTIES HEREUNDER
OR CALCULATING FINANCIAL COVENANTS HEREUNDER OR EXCEPT AS OTHERWISE PROVIDED
HEREIN, THE APPLICABLE AMOUNT OF ANY CURRENCY (OTHER THAN DOLLARS) FOR PURPOSES
OF THE LOAN DOCUMENTS SHALL BE SUCH DOLLAR EQUIVALENT AMOUNT AS SO DETERMINED BY
THE ADMINISTRATIVE AGENT.
(B)
WHEREVER IN THIS AGREEMENT IN CONNECTION
WITH A COMMITTED BORROWING, CONVERSION, CONTINUATION OR PREPAYMENT OF A
EUROCURRENCY RATE COMMITTED LOAN, AN AMOUNT, SUCH AS A REQUIRED MINIMUM OR
MULTIPLE AMOUNT, IS EXPRESSED IN DOLLARS, BUT SUCH COMMITTED BORROWING, OR
EUROCURRENCY RATE COMMITTED LOAN IS DENOMINATED IN AN ALTERNATIVE CURRENCY, SUCH
AMOUNT SHALL BE THE RELEVANT ALTERNATIVE CURRENCY EQUIVALENT OF SUCH DOLLAR
AMOUNT (ROUNDED TO THE NEAREST UNIT OF SUCH ALTERNATIVE CURRENCY, WITH 0.5 OF A
UNIT BEING ROUNDED UPWARD), AS DETERMINED BY THE ADMINISTRATIVE AGENT.
1.06
ADDITIONAL ALTERNATIVE CURRENCIES.
(A)
THE COMPANY MAY FROM TIME TO TIME REQUEST
THAT EUROCURRENCY RATE COMMITTED LOANS BE MADE IN A CURRENCY OTHER THAN THOSE
SPECIFICALLY LISTED IN THE DEFINITION OF "ALTERNATIVE CURRENCY;" PROVIDED THAT
SUCH REQUESTED CURRENCY IS A LAWFUL CURRENCY (OTHER THAN DOLLARS) THAT IS
READILY AVAILABLE AND FREELY TRANSFERABLE AND CONVERTIBLE INTO DOLLARS.
IN THE
CASE OF ANY SUCH REQUEST WITH RESPECT TO THE MAKING OF EUROCURRENCY RATE
COMMITTED LOANS, SUCH REQUEST SHALL BE SUBJECT TO THE APPROVAL OF THE
ADMINISTRATIVE AGENT AND THE LENDERS.
(B)
ANY SUCH REQUEST SHALL BE MADE TO THE
ADMINISTRATIVE AGENT NOT LATER THAN 11:00 A.M., 20 BUSINESS DAYS PRIOR TO THE
DATE OF THE DESIRED CREDIT EXTENSION (OR SUCH OTHER TIME OR DATE AS MAY BE
AGREED BY THE ADMINISTRATIVE AGENT IN ITS SOLE DISCRETION).
IN THE CASE OF ANY
SUCH REQUEST PERTAINING TO EUROCURRENCY RATE COMMITTED LOANS, THE ADMINISTRATIVE
AGENT SHALL PROMPTLY NOTIFY EACH LENDER THEREOF.
EACH LENDER (IN THE CASE OF
ANY SUCH REQUEST PERTAINING TO EUROCURRENCY RATE COMMITTED LOANS) SHALL NOTIFY
THE ADMINISTRATIVE AGENT, NOT LATER THAN 11:00 A.M., TEN BUSINESS DAYS AFTER
RECEIPT OF SUCH REQUEST WHETHER IT CONSENTS, IN ITS SOLE DISCRETION, TO THE
MAKING OF EUROCURRENCY RATE COMMITTED LOANS IN SUCH REQUESTED CURRENCY.
(C)
ANY FAILURE BY A LENDER TO RESPOND TO SUCH
REQUEST WITHIN THE TIME PERIOD SPECIFIED IN THE PRECEDING SENTENCE SHALL BE
DEEMED TO BE A REFUSAL BY SUCH LENDER TO PERMIT EUROCURRENCY RATE COMMITTED
LOANS