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 BORROWER; PROVIDED, HOWEVER, THAT IF,
ON THE DATE A COMMITTED LOAN NOTICE WITH RESPECT TO A BORROWING IS GIVEN BY
BORROWER, THERE ARE L/C BORROWINGS OUTSTANDING, THEN THE PROCEEDS OF SUCH
BORROWING, FIRST, SHALL BE APPLIED TO THE PAYMENT IN FULL OF ANY SUCH L/C
BORROWINGS, AND SECOND, SHALL BE MADE AVAILABLE TO BORROWER 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 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 BORROWER AND THE
LENDERS OF ANY CHANGE IN THE 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 FIVE INTEREST PERIODS IN EFFECT.
SECTION 2.03
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 2.03, (1) WITH THE CONSENT
OF THE ADMINISTRATIVE AGENT 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 BORROWER OR ANY OF ITS SUBSIDIARIES,
AND TO AMEND OR EXTEND LETTERS OF CREDIT PREVIOUSLY ISSUED BY IT, IN ACCORDANCE
WITH SECTION 2.03(B), 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 BORROWER OR ANY OF ITS 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 TOTAL OUTSTANDINGS SHALL NOT EXCEED THE LESSER OF
(1) THE FACILITY MINUS THE L/C RESERVE AND (2) THE BORROWING BASE, (Y) THE
AGGREGATE OUTSTANDING AMOUNT OF THE 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 OUTSTANDING AMOUNT OF THE L/C
OBLIGATIONS SHALL NOT EXCEED THE LETTER OF CREDIT SUBLIMIT.
EACH REQUEST BY
BORROWER FOR THE ISSUANCE OR AMENDMENT OF A LETTER OF CREDIT SHALL BE DEEMED TO
BE A REPRESENTATION BY BORROWER