ASSIGNED TO EACH LENDER PROVIDING A PORTION OF THE REVOLVING
COMMITMENT INCREASE (EACH A "REVOLVING COMMITMENT INCREASE LENDER") IN RESPECT
OF SUCH INCREASE, AND EACH SUCH REVOLVING COMMITMENT INCREASE LENDER WILL
AUTOMATICALLY AND WITHOUT FURTHER ACT BE DEEMED TO HAVE ASSUMED, A PORTION OF
SUCH REVOLVING CREDIT LENDER'S PARTICIPATIONS HEREUNDER IN OUTSTANDING LETTERS
OF CREDIT AND SWING LINE LOANS SUCH THAT, AFTER GIVING EFFECT TO EACH SUCH
DEEMED ASSIGNMENT AND ASSUMPTION OF PARTICIPATIONS, THE PERCENTAGE OF THE
AGGREGATE OUTSTANDING (I) PARTICIPATIONS HEREUNDER IN LETTERS OF CREDIT AND (II)
PARTICIPATIONS HEREUNDER IN SWING LINE LOANS HELD BY EACH REVOLVING CREDIT
LENDER (INCLUDING EACH SUCH REVOLVING COMMITMENT INCREASE LENDER) WILL EQUAL THE
PERCENTAGE OF THE AGGREGATE REVOLVING CREDIT COMMITMENTS OF ALL REVOLVING CREDIT
LENDERS REPRESENTED BY SUCH REVOLVING CREDIT LENDER'S REVOLVING CREDIT
COMMITMENT.
IF, ON THE DATE OF SUCH INCREASE, THERE ARE ANY REVOLVING CREDIT
LOANS OUTSTANDING, SUCH REVOLVING CREDIT LOANS SHALL ON OR PRIOR TO THE
EFFECTIVENESS OF SUCH REVOLVING COMMITMENT INCREASE BE PREPAID FROM THE PROCEEDS
OF ADDITIONAL REVOLVING CREDIT LOANS MADE HEREUNDER (REFLECTING SUCH INCREASE IN
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REVOLVING CREDIT COMMITMENTS), WHICH PREPAYMENT SHALL BE ACCOMPANIED BY ACCRUED
INTEREST ON THE REVOLVING CREDIT LOANS BEING PREPAID AND ANY COSTS INCURRED BY
ANY LENDER IN ACCORDANCE WITH SECTION 3.05.
THE ADMINISTRATIVE AGENT AND THE
LENDERS HEREBY AGREE THAT THE MINIMUM BORROWING, PRO RATA BORROWING AND PRO RATA
PAYMENT REQUIREMENTS CONTAINED ELSEWHERE IN THIS AGREEMENT SHALL NOT APPLY TO
THE TRANSACTIONS EFFECTED PURSUANT TO THE IMMEDIATELY PRECEDING SENTENCE.
(B)
THIS SECTION 2.14 SHALL SUPERSEDE ANY PROVISIONS IN SECTION 2.13
OR 10.01 TO THE CONTRARY.
SECTION 2.15
Currency Equivalents.
(A)
THE ADMINISTRATIVE AGENT SHALL DETERMINE THE DOLLAR AMOUNT OF EACH
LOAN DENOMINATED IN AN ALTERNATIVE CURRENCY AND EACH L/C OBLIGATION IN RESPECT
OF LETTERS OF CREDIT DENOMINATED IN AN ALTERNATIVE CURRENCY AS OF THE FIRST DAY
OF EACH INTEREST PERIOD APPLICABLE THERETO AND (B) AS OF THE END OF EACH FISCAL
QUARTER OF THE BORROWER, AND SHALL PROMPTLY NOTIFY THE BORROWER AND THE LENDERS
OF EACH DOLLAR AMOUNT SO DETERMINED BY IT.
EACH SUCH DETERMINATION SHALL BE
BASED ON THE EXCHANGE RATE (X) ON THE DATE OF THE RELATED COMMITTED LOAN NOTICE
FOR PURPOSES OF THE INITIAL SUCH DETERMINATION FOR ANY ALTERNATIVE CURRENCY
REVOLVING CREDIT LOAN DENOMINATED IN ALTERNATIVE CURRENCY 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)
IF AFTER GIVING EFFECT TO ANY SUCH DETERMINATION OF A DOLLAR
AMOUNT, THE AGGREGATE OUTSTANDING AMOUNT OF THE ALTERNATIVE CURRENCY REVOLVING
CREDIT LOANS AND THE ALTERNATIVE CURRENCY L/C OBLIGATIONS EXCEEDS THE AGGREGATE
ALTERNATIVE CURRENCY REVOLVING CREDIT COMMITMENTS THEN IN EFFECT BY 5% OR MORE,
THE BORROWER SHALL, WITHIN FIVE (5) BUSINESS DAYS OF RECEIPT OF NOTICE THEREOF
FROM THE ADMINISTRATIVE AGENT SETTING FORTH SUCH CALCULATION IN REASONABLE
DETAIL, PREPAY OR CAUSE TO BE PREPAID OUTSTANDING ALTERNATIVE CURRENCY REVOLVING
CREDIT LOANS OR TAKE OTHER ACTION (INCLUDING, IN THE BORROWER'S DISCRETION, CASH
COLLATERALIZATION OF ALTERNATIVE CURRENCY