FOR SUCH EURODOLLAR RATE LOAN.
DURING THE
EXISTENCE OF A DEFAULT OR EVENT OF DEFAULT, AT THE REQUEST OF THE REQUIRED
LENDERS OR THE ADMINISTRATIVE AGENT, (I) NO LOAN DENOMINATED IN DOLLARS OR
CANADIAN DOLLARS MAY BE REQUESTED AS, CONVERTED TO OR CONTINUED AS A EURODOLLAR
RATE LOAN AND (II) ANY OUTSTANDING EURODOLLAR RATE LOAN DENOMINATED IN DOLLARS
OR CANADIAN DOLLARS SHALL BE CONVERTED TO A BASE RATE LOAN ON THE LAST DAY OF
THE INTEREST PERIOD WITH RESPECT THERETO.
(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.
THE
DETERMINATION OF THE ADJUSTED EURODOLLAR RATE BY THE ADMINISTRATIVE AGENT SHALL
BE CONCLUSIVE IN THE ABSENCE OF MANIFEST ERROR.
AT ANY TIME THAT BASE RATE
LOANS ARE OUTSTANDING, THE ADMINISTRATIVE AGENT SHALL NOTIFY THE BORROWER AND
THE LENDERS OF ANY CHANGE IN JPMCB'S OR JPMORGAN CHASE BANK, N.A., TORONTO
BRANCH'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
REVOLVING LOANS FROM ONE TYPE TO THE OTHER, AND ALL CONTINUATIONS OF REVOLVING
LOANS AS THE SAME TYPE, THERE SHALL NOT BE MORE THAN TEN (10) INTEREST PERIODS
IN EFFECT WITH RESPECT TO THE REVOLVING LOANS AND FIVE (5) INTEREST PERIODS WITH
RESPECT TO THE TERM A LOANS AND TERM B LOANS.
53
2.03
Additional Provisions with Respect to Letters of Credit.
(A)
OBLIGATION TO ISSUE OR AMEND.
(i)
The L/C Issuer shall not issue any Letter of Credit if:
(A)
SUBJECT TO SECTION 2.03(B)(III), THE EXPIRY DATE OF SUCH REQUESTED
LETTER OF CREDIT WOULD OCCUR MORE THAN TWELVE (12) MONTHS AFTER THE DATE OF
ISSUANCE OR LAST EXTENSION, UNLESS THE ADMINISTRATIVE AGENT AND THE L/C ISSUER
HAVE APPROVED SUCH EXPIRY DATE; OR
(B)
THE EXPIRY DATE OF SUCH REQUESTED LETTER OF CREDIT WOULD OCCUR
AFTER THE L/C EXPIRATION DATE, UNLESS ALL THE DOLLAR REVOLVING LENDERS HAVE
APPROVED SUCH EXPIRY DATE.
(ii)
The L/C Issuer shall not be under any obligation to issue any
Letter of Credit if:
(A)
ANY ORDER, JUDGMENT OR DECREE OF ANY GOVERNMENTAL AUTHORITY OR
ARBITRATOR SHALL BY ITS TERMS PURPORT TO ENJOIN OR RESTRAIN THE L/C ISSUER FROM
ISSUING SUCH LETTER OF CREDIT, OR ANY LAW APPLICABLE TO THE L/C ISSUER OR ANY
REQUEST OR DIRECTIVE (WHETHER OR NOT HAVING THE FORCE OF LAW) FROM ANY
GOVERNMENTAL AUTHORITY WITH JURISDICTION OVER THE L/C ISSUER SHALL PROHIBIT, OR
REQUEST THAT THE L/C ISSUER REFRAIN FROM, THE ISSUANCE OF LETTERS OF CREDIT
GENERALLY OR SUCH LETTER OF CREDIT IN PARTICULAR OR SHALL IMPOSE UPON THE L/C
ISSUER WITH RESPECT TO SUCH LETTER OF CREDIT ANY RESTRICTION, RESERVE OR CAPITAL
REQUIREMENT (FOR WHICH THE L/C ISSUER IS NOT OTHERWISE COMPENSATED HEREUNDER)
NOT IN EFFECT ON THE CLOSING DATE, OR SHALL IMPOSE UPON THE L/C ISSUER ANY
UNREIMBURSED LOSS, COST OR EXPENSE THAT WAS NOT APPLICABLE ON THE CLOSING DATE