AND ANY LENDER, THAT NONE OF THE CONDITIONS SPECIFIED
IN SECTION 2.3(A) ARE APPLICABLE AS TO SUCH PERSON, UNLESS ADMINISTRATIVE AGENT
SHALL HAVE RECEIVED A NOTICE FROM SUCH PERSON SPECIFICALLY ENTITLED "NOTICE
UNDER SECTION 2.3(A)," SPECIFYING THE CONDITION OR CONDITIONS THAT ARE
APPLICABLE TO SUCH PERSON.
ANY SUCH NOTICE SHALL CONTINUE IN EFFECT UNTIL
ADMINISTRATIVE AGENT SHALL HAVE RECEIVED FROM THE PERSON ORIGINALLY SENDING SUCH
NOTICE A SUBSEQUENT NOTICE, ENTITLED "REVOCATION OF NOTICE UNDER SECTION
2.3(A)," STATING THAT THE CONDITION OR CONDITIONS SPECIFIED IN SUCH PERSON'S
EARLIER NOTICE ARE NO LONGER APPLICABLE.
(C)
PROCEDURE FOR ISSUANCE.
(I)
THE FUNDS ADMINISTRATOR MAY FROM TIME TO TIME REQUEST
ADMINISTRATIVE AGENT TO DIRECT THE ISSUANCE OF A LETTER OF CREDIT BY DELIVERING
TO ADMINISTRATIVE AGENT, WITH A COPY TO THE
APPLICABLE FACING BANK, A LETTER OF
CREDIT REQUEST IN THE FORM OF EXHIBIT 2.3(C)(I) TO THIS AGREEMENT (A "LETTER OF
CREDIT REQUEST"), NOT LATER THAN 12:00 P.M. (NEW YORK CITY TIME) AT LEAST THREE
(3) BUSINESS DAYS (OR SUCH SHORTER PERIOD AS MAY BE AGREED TO BY ADMINISTRATIVE
AGENT AND THE APPLICABLE FACING BANK) IN ADVANCE OF THE PROPOSED DATE OF
ISSUANCE. PRIOR TO DATE OF ISSUANCE OR IN CONJUNCTION WITH THE SUBMISSION OF A
LETTER OF CREDIT REQUEST, THE FUNDS ADMINISTRATOR SHALL PROVIDE TO
ADMINISTRATIVE AGENT AND THE APPLICABLE FACING BANK A PRECISE DESCRIPTION OF THE
FORMAT OF THE LETTER OF CREDIT OR INFORMATION AND DOCUMENTS ADEQUATE TO ALLOW
FOR THE FACING BANK TO PREPARE THE REQUESTED LETTER OF CREDIT AND SHALL SPECIFY
THAT THE ONLY DRAWINGS PERMITTED UNDER THE LETTER OF CREDIT SHALL BE SIGHT
DRAWINGS.
THE FACING BANK SHALL NOT ISSUE ANY LETTER OF CREDIT UNTIL IT HAS
RECEIVED AUTHORIZATION TO DO SO FROM ADMINISTRATIVE AGENT.
PROMPTLY AFTER THE
ISSUANCE OR AMENDMENT OF ANY STANDBY LETTER OF CREDIT, THE FACING BANK SHALL
NOTIFY ADMINISTRATIVE AGENT AND THE FUNDS ADMINISTRATOR, IN WRITING, OF SUCH
ISSUANCE OR AMENDMENT AND SUCH NOTICE SHALL BE ACCOMPANIED BY A COPY OF SUCH
ISSUANCE AND AMENDMENT. UPON RECEIPT OF SUCH NOTICE, ADMINISTRATIVE AGENT SHALL
PROMPTLY NOTIFY THE LENDERS, IN WRITING, OF SUCH ISSUANCE OR AMENDMENT, AND IF
SO REQUESTED BY A LENDER ADMINISTRATIVE AGENT SHALL PROVIDE SUCH LENDER WITH
COPIES OF SUCH ISSUANCE OR AMENDMENT. WITH REGARDS TO COMMERCIAL LETTERS OF
CREDIT, THE FACING BANK SHALL ON THE FIRST BUSINESS DAY OF EACH WEEK, PROVIDE TO
ADMINISTRATIVE AGENT BY FACSIMILE A REPORT DETAILING THE DAILY AGGREGATE
OUTSTANDING COMMERCIAL LETTERS OF CREDIT FOR THE PREVIOUS WEEK.
(II)
THE TRANSMITTAL BY THE FUNDS ADMINISTRATOR OF EACH LETTER OF
CREDIT REQUEST SHALL BE DEEMED TO BE A REPRESENTATION AND WARRANTY MADE BY EACH
OF THE BORROWERS, BOTH AT THE TIME OF SUCH TRANSMITTAL AND AT THE TIME OF THE
ISSUANCE OF THE REQUESTED LETTER OF CREDIT, THAT THE LETTER OF CREDIT MAY BE
ISSUED IN ACCORDANCE WITH AND WILL NOT VIOLATE ANY OF THE REQUIREMENTS OF
SECTION 2.3(A) OR (B).
46
(D)
TERMS OF LETTERS OF CREDIT.
ADMINISTRATIVE AGENT SHALL NOT DIRECT
THE ISSUANCE OF ANY LETTER OF