BY 2:00 P.M. IN LIKE FUNDS AS
RECEIVED BY THE ADMINISTRATIVE AGENT EITHER BY (I) CREDITING THE ACCOUNT OF THE
BORROWER ON THE BOOKS OF THE ADMINISTRATIVE AGENT WITH THE AMOUNT OF SUCH FUNDS
OR (II) WIRE TRANSFER OF SUCH FUNDS, IN EACH CASE IN ACCORDANCE WITH
INSTRUCTIONS PROVIDED TO (AND REASONABLY ACCEPTABLE TO) THE ADMINISTRATIVE AGENT
BY THE BORROWER; PROVIDED, HOWEVER, THAT IF, ON THE DATE THAT A COMMITTED LOAN
NOTICE WITH RESPECT TO SUCH BORROWING IS GIVEN BY THE BORROWER THERE ARE L/C
BORROWINGS OUTSTANDING, THEN THE PROCEEDS OF SUCH COMMITTED BORROWING, FIRST,
SHALL BE APPLIED TO THE PAYMENT IN FULL OF ANY SUCH L/C BORROWINGS, AND SECOND,
SHALL BE MADE AVAILABLE TO THE BORROWER AS PROVIDED ABOVE.
29
(C)
EXCEPT AS OTHERWISE PROVIDED HEREIN, A
EURODOLLAR RATE LOAN MAY BE CONTINUED OR CONVERTED ONLY ON THE LAST DAY OF AN
INTEREST PERIOD FOR SUCH EURODOLLAR RATE LOAN.
DURING THE EXISTENCE OF AN EVENT
OF DEFAULT, NO LOANS MAY BE REQUESTED AS, CONVERTED TO OR CONTINUED AS
EURODOLLAR RATE LOANS WITHOUT THE CONSENT OF THE REQUIRED LENDERS.
(D)
THE ADMINISTRATIVE AGENT SHALL PROMPTLY NOTIFY
THE BORROWER AND THE LENDERS OF THE INTEREST RATE APPLICABLE TO ANY INTEREST
PERIOD FOR EURODOLLAR RATE LOANS UPON DETERMINATION OF SUCH INTEREST RATE.
AT
ANY TIME THAT BASE RATE LOANS ARE OUTSTANDING, THE ADMINISTRATIVE AGENT SHALL
NOTIFY THE BORROWER AND THE LENDERS OF ANY CHANGE IN THE ADMINISTRATIVE AGENT'S
PRIME RATE USED IN DETERMINING THE BASE RATE PROMPTLY FOLLOWING THE PUBLIC
ANNOUNCEMENT OF SUCH CHANGE.
(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 15 INTEREST PERIODS IN EFFECT
WITH RESPECT TO ALL OF THE LOANS.
2.03
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
LENDERS SET FORTH IN THIS SECTION 2.03, (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 IN DOLLARS FOR THE ACCOUNT OF THE
BORROWER OR ANY OTHER RESTRICTED SUBSIDIARIES, AND TO AMEND OR EXTEND LETTERS OF
CREDIT IN DOLLARS 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 BORROWER OR ANY OTHER RESTRICTED SUBSIDIARIES AND ANY DRAWINGS
THEREUNDER; PROVIDED THAT AFTER GIVING EFFECT TO ANY L/C CREDIT EXTENSION WITH
RESPECT TO ANY LETTER OF CREDIT, (X) THE OUTSTANDING AMOUNT UNDER THE COMMITTED
LOANS SHALL NOT EXCEED THE AGGREGATE COMMITMENTS, (Y) THE AGGREGATE OUTSTANDING
AMOUNT OF THE COMMITTED LOANS OF ANY LENDER, PLUS SUCH LENDER'S APPLICABLE
PERCENTAGE OF THE OUTSTANDING AMOUNT OF ALL L/C OBLIGATIONS, SHALL NOT EXCEED
SUCH LENDER'S COMMITMENT, AND (Z) THE