SUCH L/C BORROWINGS, AND, SECOND, SHALL BE
MADE AVAILABLE TO THE APPLICABLE BORROWER AS PROVIDED ABOVE.
(C)
SUBJECT TO SECTION 3.05, A EUROCURRENCY RATE LOAN MAY BE
CONTINUED OR CONVERTED ONLY ON THE LAST DAY OF AN INTEREST PERIOD FOR SUCH
EUROCURRENCY RATE LOAN.
DURING THE EXISTENCE OF AN EVENT OF DEFAULT, THE
ADMINISTRATIVE AGENT OR REQUIRED LENDERS MAY REQUIRE THAT NO LOANS MAY BE
CONVERTED TO OR CONTINUED AS EUROCURRENCY RATE LOANS (WHETHER IN DOLLARS OR ANY
ALTERNATIVE CURRENCY) WITHOUT THE CONSENT OF THE REQUIRED LENDERS, AND THE
REQUIRED LENDERS MAY DEMAND THAT ANY OR ALL OF THE THEN OUTSTANDING EUROCURRENCY
RATE LOANS DENOMINATED IN AN ALTERNATIVE CURRENCY BE REDENOMINATED INTO DOLLARS
IN THE AMOUNT OF THE DOLLAR EQUIVALENT THEREOF, ON THE LAST DAY OF THE THEN
CURRENT INTEREST PERIOD WITH RESPECT THERETO.
(D)
THE ADMINISTRATIVE AGENT SHALL PROMPTLY NOTIFY THE BORROWERS
AND THE LENDERS OF THE INTEREST RATE APPLICABLE TO ANY INTEREST PERIOD FOR
EUROCURRENCY RATE LOANS UPON DETERMINATION OF SUCH INTEREST RATE.
AT ANY TIME
THAT BASE RATE LOANS ARE OUTSTANDING, THE ADMINISTRATIVE AGENT SHALL NOTIFY THE
BORROWERS 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 TEN INTEREST
PERIODS IN EFFECT WITH RESPECT TO COMMITTED LOANS.
2.03.
[INTENTIONALLY OMITTED]
.
2.04.
LETTERS OF CREDIT
.
(A)
THE LETTER OF CREDIT COMMITMENT.
(I)
SUBJECT TO THE TERMS AND CONDITIONS SET FORTH HEREIN, (A)
EACH L/C ISSUER AGREES, IN RELIANCE UPON THE AGREEMENTS OF THE LENDERS SET FORTH
IN THIS SECTION 2.04, (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 ALTERNATIVE
CURRENCIES FOR THE ACCOUNT OF THE BORROWERS OR THEIR RESPECTIVE SUBSIDIARIES,
AND TO AMEND OR EXTEND LETTERS OF CREDIT PREVIOUSLY ISSUED BY IT, IN ACCORDANCE
WITH SUBSECTION (B) BELOW, AND (2) TO HONOR DRAWINGS UNDER THE LETTERS OF
CREDIT; AND (B) THE LENDERS SEVERALLY AGREE TO PARTICIPATE IN LETTERS OF CREDIT
ISSUED FOR THE ACCOUNT OF THE BORROWERS OR THEIR SUBSIDIARIES AND ANY DRAWINGS
THEREUNDER; PROVIDED
THAT AFTER GIVING EFFECT TO ANY L/C CREDIT EXTENSION WITH
RESPECT TO ANY LETTER OF CREDIT, (W) THE TOTAL OUTSTANDINGS SHALL NOT EXCEED THE
AGGREGATE COMMITMENTS, (X) THE REVOLVING CREDIT EXPOSURE OF ANY LENDER SHALL NOT
EXCEED SUCH LENDER'S COMMITMENT, (Y) THE OUTSTANDING AMOUNT OF THE L/C
OBLIGATIONS SHALL NOT EXCEED THE LETTER OF CREDIT SUBLIMIT, AND (Z) THE
AGGREGATE AMOUNT OF THE OUTSTANDING LETTERS OF CREDIT ISSUED BY ANY L/C ISSUER
SHALL NOT EXCEED ITS L/C COMMITMENT.
EACH REQUEST BY THE BORROWERS FOR THE
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ISSUANCE OR AMENDMENT OF A LETTER OF CREDIT SHALL BE DEEMED TO