PROCEEDS OF SUCH COMMITTED BORROWING,
FIRST, SHALL BE APPLIED
33
TO THE PAYMENT IN FULL OF ANY SUCH L/C BORROWINGS, AND SECOND, SHALL BE MADE
AVAILABLE TO THE BORROWERS AS PROVIDED ABOVE.
(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 A 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 BORROWERS 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
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 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 TEN (10) INTEREST PERIODS IN EFFECT WITH RESPECT TO
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 REVOLVING 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 FOR THE ACCOUNT OF THE BORROWERS, 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
REVOLVING LENDERS SEVERALLY AGREE TO PARTICIPATE IN LETTERS OF CREDIT ISSUED FOR
THE ACCOUNT OF THE BORROWERS AND ANY DRAWINGS THEREUNDER; PROVIDED THAT AFTER
GIVING EFFECT TO ANY L/C CREDIT EXTENSION WITH RESPECT TO ANY LETTER OF CREDIT,
(X) THE TOTAL REVOLVING OUTSTANDINGS SHALL NOT EXCEED THE AGGREGATE COMMITMENTS,
AND (Y) THE AGGREGATE OUTSTANDING AMOUNT OF THE COMMITTED LOANS OF ANY REVOLVING
LENDER, PLUS SUCH REVOLVING LENDER'S REVOLVING PERCENTAGE OF THE OUTSTANDING
AMOUNT OF ALL L/C OBLIGATIONS, PLUS SUCH LENDER'S REVOLVING PERCENTAGE OF THE
OUTSTANDING AMOUNT OF ALL SWING LINE LOANS SHALL NOT EXCEED SUCH LENDER'S
REVOLVING COMMITMENT.
EACH REQUEST BY THE BORROWERS FOR THE ISSUANCE OR
AMENDMENT OF A LETTER OF CREDIT SHALL BE DEEMED TO BE A REPRESENTATION BY THE
BORROWERS THAT THE L/C CREDIT EXTENSION SO REQUESTED COMPLIES WITH THE
CONDITIONS SET FORTH IN THE PROVISO TO THE PRECEDING SENTENCE.
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