THE ABSENCE OF MANIFEST
ERROR.
THE ADMINISTRATIVE AGENT SHALL NOTIFY THE COMPANY AND THE LENDERS OF ANY
CHANGE IN BANK OF AMERICA'S PRIME RATE USED IN DETERMINING THE BASE RATE
PROMPTLY FOLLOWING THE PUBLIC ANNOUNCEMENT OF SUCH CHANGE.
(E)
AFTER GIVING EFFECT TO ALL COMMITTED BORROWINGS, ALL CONVERSIONS
OF COMMITTED LOANS FROM ONE TYPE TO THE OTHER, AND ALL CONTINUATIONS OF
COMMITTED LOANS AS THE SAME TYPE, THERE SHALL NOT BE MORE THAN EIGHT INTEREST
PERIODS IN EFFECT WITH RESPECT TO COMMITTED LOANS.
2.3
LETTERS OF CREDIT.
(A)
THE LETTER OF CREDIT COMMITMENT.
(I)
SUBJECT TO THE TERMS AND CONDITIONS SET FORTH HEREIN, (A) THE L/C
ISSUER AGREES, IN RELIANCE UPON THE AGREEMENTS OF THE OTHER LENDERS SET FORTH IN
THIS SECTION 2.3, (1) FROM TIME TO TIME ON ANY BUSINESS DAY DURING THE PERIOD
FROM THE CLOSING DATE UNTIL THE LETTER OF CREDIT EXPIRATION DATE, TO ISSUE
LETTERS OF CREDIT DENOMINATED IN DOLLARS OR IN ONE OR MORE COMMITTED ALTERNATIVE
CURRENCIES FOR THE ACCOUNT OF THE BORROWERS, AND TO AMEND LETTERS OF CREDIT
PREVIOUSLY ISSUED BY IT, IN ACCORDANCE WITH SUBSECTION (B) BELOW, AND (2) TO
HONOR DRAFTS UNDER THE LETTERS OF CREDIT; AND (B) THE LENDERS SEVERALLY AGREE TO
PARTICIPATE IN LETTERS OF CREDIT ISSUED FOR THE ACCOUNT OF ANY BORROWER;
PROVIDED THAT THE L/C ISSUER SHALL NOT BE OBLIGATED TO MAKE ANY L/C CREDIT
EXTENSION WITH RESPECT TO ANY LETTER OF CREDIT, AND NO LENDER SHALL BE OBLIGATED
TO PARTICIPATE IN,
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ANY LETTER OF CREDIT IF AS OF THE DATE OF SUCH L/C CREDIT EXTENSION, THE DOLLAR
EQUIVALENT OF (W) THE OUTSTANDING AMOUNT OF ALL L/C OBLIGATIONS AND ALL LOANS
WOULD EXCEED THE AGGREGATE COMMITMENTS, (X) THE AGGREGATE OUTSTANDING AMOUNT OF
THE COMMITTED LOANS OF ANY LENDER, PLUS SUCH LENDER'S PRO RATA SHARE OF THE
OUTSTANDING AMOUNT OF ALL L/C OBLIGATIONS, PLUS SUCH LENDER'S PRO RATA SHARE OF
THE OUTSTANDING AMOUNT OF ALL SWING LINE LOANS WOULD EXCEED SUCH LENDER'S
COMMITMENT, OR (Y) THE OUTSTANDING AMOUNT OF THE L/C OBLIGATIONS WOULD EXCEED
THE LETTER OF CREDIT SUBLIMIT, OR (Z) THE AGGREGATE OUTSTANDING AMOUNT OF ALL
L/C OBLIGATIONS AND ALL LOANS DENOMINATED IN ALTERNATIVE CURRENCIES WOULD EXCEED
THE ALTERNATIVE CURRENCY SUBLIMIT.
WITHIN THE FOREGOING LIMITS, AND SUBJECT TO
THE TERMS AND CONDITIONS HEREOF, THE BORROWERS' ABILITY TO OBTAIN LETTERS OF
CREDIT SHALL BE FULLY REVOLVING, AND ACCORDINGLY THE BORROWERS MAY, DURING THE
FOREGOING PERIOD, OBTAIN LETTERS OF CREDIT TO REPLACE LETTERS OF CREDIT THAT
HAVE EXPIRED OR THAT HAVE BEEN DRAWN UPON AND REIMBURSED.
(II)
THE L/C ISSUER SHALL BE UNDER NO OBLIGATION TO ISSUE ANY LETTER
OF CREDIT IF:
(A)
ANY ORDER, JUDGMENT OR DECREE OF ANY GOVERNMENTAL AUTHORITY OR
ARBITRATOR SHALL BY ITS TERMS PURPORT TO ENJOIN OR RESTRAIN THE L/C ISSUER FROM
ISSUING SUCH LETTER OF CREDIT, OR ANY LAW APPLICABLE TO THE L/C ISSUER OR ANY
REQUEST OR DIRECTIVE (WHETHER OR NOT HAVING THE FORCE OF LAW) FROM ANY
GOVERNMENTAL AUTHORITY WITH JURISDICTION OVER THE L/C ISSUER SHALL PROHIBIT, OR
REQUEST THAT