IF SUCH BORROWING IS THE INITIAL
CREDIT EXTENSION, SECTION 4.01), THE ADMINISTRATIVE AGENT SHALL MAKE ALL FUNDS
SO RECEIVED AVAILABLE TO THE BORROWERS IN LIKE FUNDS AS RECEIVED BY THE
ADMINISTRATIVE AGENT BY WIRE TRANSFER OF SUCH FUNDS, IN EACH CASE IN ACCORDANCE
WITH INSTRUCTIONS PROVIDED TO (AND REASONABLY SATISFACTORY TO) THE
ADMINISTRATIVE AGENT BY THE BORROWER REPRESENTATIVE; PROVIDED, HOWEVER, THAT IF,
ON THE DATE OF A BORROWING OF REVOLVING LOANS, THERE ARE UNREIMBURSED L/C
AMOUNTS OUTSTANDING, THEN THE PROCEEDS OF SUCH BORROWING SHALL BE APPLIED,
FIRST, TO THE PAYMENT IN FULL OF ANY SUCH UNREIMBURSED L/C AMOUNTS, AND SECOND,
TO THE BORROWER REPRESENTATIVE AS PROVIDED ABOVE.
(C)
EXCEPT AS OTHERWISE PROVIDED HEREIN, A EURODOLLAR RATE LOAN MAY BE
CONTINUED OR CONVERTED ONLY ON THE LAST DAY OF THE INTEREST PERIOD FOR SUCH
EURODOLLAR RATE LOAN.
DURING THE EXISTENCE OF A DEFAULT, NO LOANS MAY BE
REQUESTED AS, CONVERTED TO OR CONTINUED AS EURODOLLAR RATE LOANS WITHOUT THE
CONSENT OF THE REQUIRED LENDERS, AND THE ADMINISTRATIVE AGENT MAY CAUSE, OR THE
REQUIRED LENDERS MAY DEMAND THAT, ANY OR ALL OF THE THEN OUTSTANDING EURODOLLAR
RATE LOANS BE CONVERTED IMMEDIATELY TO BASE RATE LOANS.
(D)
THE ADMINISTRATIVE AGENT SHALL PROMPTLY NOTIFY THE BORROWER
REPRESENTATIVE AND THE LENDERS OF THE INTEREST RATE APPLICABLE TO ANY INTEREST
PERIOD FOR EURODOLLAR RATE LOANS UPON DETERMINATION OF SUCH INTEREST RATE.
THE
DETERMINATION OF THE EURODOLLAR RATE BY THE ADMINISTRATIVE AGENT SHALL BE
CONCLUSIVE IN THE ABSENCE OF MANIFEST ERROR.
(E)
AFTER GIVING EFFECT TO ALL BORROWINGS, ALL CONVERSIONS OF LOANS FROM
ONE TYPE TO THE OTHER, AND ALL CONTINUATIONS OF LOANS AS THE SAME TYPE, THERE
SHALL NOT BE MORE THAN FIVE (5) INTEREST PERIODS IN EFFECT WITH RESPECT TO
OUTSTANDING LOANS.
SECTION 2.03
LETTERS OF CREDIT.
(A)
THE LETTER OF CREDIT COMMITMENT.
(I)
SUBJECT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, THE
ADMINISTRATIVE AGENT AND REVOLVING LENDERS AGREE TO INCUR, FROM TIME TO TIME
PRIOR TO THE LETTER OF CREDIT EXPIRATION DATE, UPON THE REQUEST OF THE BORROWER
37
REPRESENTATIVE AND FOR THE ACCOUNT OF A BORROWER, LETTER OF CREDIT OBLIGATIONS
BY CAUSING LETTERS OF CREDIT TO BE ISSUED IN DOLLARS BY (I) THE ADMINISTRATIVE
AGENT (OR AN AFFILIATE THEREOF), (II) A REVOLVING LENDER (OR AN AFFILIATE
THEREOF) SELECTED BY OR ACCEPTABLE TO THE ADMINISTRATIVE AGENT OR (III) A BANK
OR OTHER LEGALLY AUTHORIZED PERSON SELECTED BY OR ACCEPTABLE TO THE
ADMINISTRATIVE AGENT IN ITS SOLE DISCRETION AND GUARANTEED BY THE ADMINISTRATIVE
AGENT (A "L/C GUARANTY") (EACH OF (I) THROUGH (III), AN "L/C ISSUER"); PROVIDED
THAT AFTER GIVING EFFECT TO THE INCURRENCE OF ANY LETTER OF CREDIT OBLIGATION
WITH RESPECT TO ANY LETTER OF CREDIT, (X) THE TOTAL REVOLVING EXPOSURES SHALL
NOT EXCEED THE TOTAL REVOLVING COMMITMENTS, (Y) THE REVOLVING EXPOSURE OF ANY
LENDER SHALL NOT EXCEED SUCH LENDER'S REVOLVING COMMITMENT, AND (Z) THE TOTAL
L/C EXPOSURES SHALL NOT EXCEED THE LETTER OF CREDIT SUBLIMIT.
EACH REQUEST BY
THE BORROWER REPRESENTATIVE FOR THE ISSUANCE OR AMENDMENT OF A LETTER OF CREDIT
SHALL