(A)
THE PROPOSED DATE OF CONVERSION OR
CONTINUATION;
(B)
THE AGGREGATE AMOUNT OF LOANS TO BE CONVERTED
OR CONTINUED;
(C)
THE TYPE OF LOANS RESULTING FROM THE PROPOSED
CONVERSION OR CONTINUATION; AND
(D)
IN THE CASE OF CONVERSION INTO, OR
CONTINUATION OF, LIBOR LOANS, THE DURATION OF THE REQUESTED INTEREST PERIOD
THEREFOR.
(C)
IF UPON THE EXPIRATION OF ANY INTEREST
PERIOD APPLICABLE TO LIBOR LOANS, THE COMPANY HAS FAILED TO SELECT TIMELY A NEW
INTEREST PERIOD TO BE APPLICABLE TO SUCH LIBOR LOANS, THE COMPANY SHALL BE
DEEMED TO HAVE ELECTED TO CONVERT SUCH LIBOR LOANS INTO BASE RATE LOANS
EFFECTIVE ON THE LAST DAY OF SUCH INTEREST PERIOD.
(D)
THE ADMINISTRATIVE AGENT WILL PROMPTLY
NOTIFY EACH LENDER OF ITS RECEIPT OF A NOTICE OF CONVERSION OR CONTINUATION
PURSUANT TO THIS SECTION 2.2.3 OR, IF NO TIMELY NOTICE IS PROVIDED BY THE
COMPANY, OF THE DETAILS OF ANY AUTOMATIC CONVERSION.
(E)
ANY CONVERSION OF A LIBOR LOAN ON A DAY
OTHER THAN THE LAST DAY OF AN INTEREST PERIOD THEREFOR SHALL BE SUBJECT TO
SECTION 8.4.
2.3
LETTER OF CREDIT PROCEDURES.
2.3.1
L/C APPLICATIONS.
THE COMPANY SHALL EXECUTE AND DELIVER TO THE
ISSUING LENDER THE MASTER LETTER OF CREDIT AGREEMENT FROM TIME TO TIME IN
EFFECT.
THE COMPANY SHALL GIVE NOTICE TO THE ADMINISTRATIVE AGENT AND THE
ISSUING LENDER OF THE PROPOSED ISSUANCE OF EACH LETTER OF CREDIT ON A BUSINESS
DAY WHICH IS AT LEAST THREE (3) BUSINESS DAYS (OR SUCH LESSER NUMBER OF DAYS AS
THE ADMINISTRATIVE AGENT AND THE ISSUING LENDER SHALL AGREE IN ANY PARTICULAR
INSTANCE IN THEIR SOLE DISCRETION) PRIOR TO THE PROPOSED DATE OF ISSUANCE OF
SUCH LETTER OF CREDIT.
EACH SUCH NOTICE SHALL BE ACCOMPANIED BY AN L/C
APPLICATION, DULY EXECUTED BY THE COMPANY AND IN ALL RESPECTS SATISFACTORY TO
THE ADMINISTRATIVE AGENT AND THE
25
ISSUING LENDER, TOGETHER WITH SUCH OTHER DOCUMENTATION AS THE ADMINISTRATIVE
AGENT OR THE ISSUING LENDER MAY REQUEST IN SUPPORT THEREOF, IT BEING UNDERSTOOD
THAT EACH L/C APPLICATION SHALL SPECIFY, AMONG OTHER THINGS, THE DATE ON WHICH
THE PROPOSED LETTER OF CREDIT IS TO BE ISSUED, THE EXPIRATION DATE OF SUCH
LETTER OF CREDIT (WHICH SHALL NOT BE LATER THAN THE SCHEDULED TERMINATION DATE
(UNLESS SUCH LETTER OF CREDIT IS CASH COLLATERALIZED)) AND WHETHER SUCH LETTER
OF CREDIT IS TO BE TRANSFERABLE IN WHOLE OR IN PART.
ANY LETTER OF CREDIT
OUTSTANDING AFTER THE SCHEDULED TERMINATION DATE WHICH IS CASH COLLATERALIZED
FOR THE BENEFIT OF THE ISSUING LENDER SHALL BE THE SOLE RESPONSIBILITY OF THE
ISSUING LENDER.
SO LONG AS THE ISSUING LENDER HAS NOT RECEIVED WRITTEN NOTICE
THAT THE CONDITIONS PRECEDENT SET FORTH IN SECTION 12 WITH RESPECT TO THE
ISSUANCE OF SUCH LETTER OF CREDIT HAVE NOT BEEN SATISFIED, THE ISSUING LENDER
SHALL ISSUE SUCH LETTER OF CREDIT ON THE REQUESTED ISSUANCE DATE.
THE ISSUING
LENDER SHALL PROMPTLY ADVISE THE ADMINISTRATIVE AGENT OF THE ISSUANCE OF EACH
LETTER OF CREDIT AND OF ANY AMENDMENT THERETO, EXTENSION THEREOF OR EVENT OR
CIRCUMSTANCE CHANGING THE AMOUNT AVAILABLE