ANYTHING HEREIN TO THE CONTRARY (INCLUDING
SECTION 6.05 (CONDITIONS TO ALL FUNDINGS AND ISSUANCES)), ANY PAYMENTS BY THE
ISSUING BANK UNDER ANY LETTER OF CREDIT SHALL AUTOMATICALLY BE CONSIDERED TO BE
A WORKING CAPITAL LOAN TO THE BORROWERS FROM THE ISSUING BANK AND THE OTHER
WORKING CAPITAL LENDERS MAKING PAYMENTS TO THE ISSUING BANK IN ACCORDANCE WITH
SECTION 2.04(E) IN AN
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AMOUNT EQUAL TO SUCH ISSUING BANK'S AND EACH SUCH OTHER WORKING CAPITAL LENDERS'
WORKING CAPITAL LOAN COMMITMENT PERCENTAGE OF THE AMOUNT OF THE DRAWING ON THE
LETTER OF CREDIT. ALL SUCH WORKING CAPITAL LOANS SHALL BE REPAID OR PREPAID BY
THE BORROWER IN ACCORDANCE WITH THE PROVISIONS OF ARTICLE III (REPAYMENTS,
PREPAYMENTS, INTEREST AND FEES). SUCH WORKING CAPITAL LOAN SHALL INITIALLY BE
MADE AS A BASE RATE LOAN.
(I)
THE ISSUANCE OF EACH LETTER OF CREDIT SHALL BE SUBJECT TO, IN ADDITION TO
THE CONDITIONS PRECEDENT SET FORTH IN SECTION 6.05 (CONDITIONS TO ALL FUNDINGS
AND ISSUANCES), THE CONDITIONS PRECEDENT THAT (I) SUCH LETTER OF CREDIT SHALL BE
IN SUCH FORM AND CONTAIN SUCH TERMS AS SHALL BE SATISFACTORY TO THE ISSUING BANK
CONSISTENT WITH ITS THEN-CURRENT PRACTICES AND PROCEDURES WITH RESPECT TO
LETTERS OF CREDIT OF THE SAME TYPE; (II) SUCH LETTER OF CREDIT SHALL BE ISSUED
SOLELY FOR THE PURPOSES SET FORTH IN SECTION 2.04(A)(I); (III) THE TERM OF EACH
LETTER OF CREDIT SHALL EXPIRE NO LATER THAN THE WORKING CAPITAL LOAN MATURITY
DATE; AND (IV) THE BORROWER SHALL HAVE EXECUTED AND DELIVERED SUCH OTHER
INSTRUMENTS AND AGREEMENTS RELATING TO SUCH LETTER OF CREDIT AS THE ISSUING BANK
SHALL HAVE REASONABLY REQUESTED CONSISTENT WITH ITS THEN-CURRENT PRACTICES AND
PROCEDURES WITH LETTERS OF CREDIT OF THE SAME TYPE.
SECTION 2.05
NOTICE OF FUNDINGS. (A) FROM TIME TO TIME, BUT NOT MORE
FREQUENTLY THAN (I) IN THE CASE OF CONSTRUCTION LOANS (EXCEPT FOR CONSTRUCTION
LOANS MADE ON THE CONVERSION DATE), ONCE PER CALENDAR MONTH, (II) IN THE CASE OF
WORKING CAPITAL LOANS, TWO (2) TIMES PER CALENDAR MONTH AND (III) ONCE WITH
RESPECT TO TERM LOANS TO BE MADE ON THE CONVERSION DATE, THE BORROWER MAY
PROPOSE A FUNDING BY DELIVERING TO THE ADMINISTRATIVE AGENT A PROPERLY COMPLETED
FUNDING NOTICE NOT LATER THAN 11:00 A.M., NEW YORK CITY TIME, THREE (3) BUSINESS
DAYS PRIOR TO THE PROPOSED FUNDING DATE. EACH FUNDING NOTICE DELIVERED PURSUANT
TO THIS SECTION 2.05 SHALL BE IRREVOCABLE AND SHALL REFER TO THIS AGREEMENT AND
SPECIFY (V) WHETHER SUCH FUNDING IS REQUESTED TO BE OF EURODOLLAR LOANS AND/OR
BASE RATE LOANS, (W) THE REQUESTED FUNDING DATE (WHICH SHALL BE A BUSINESS DAY),
(X) THE AMOUNT OF SUCH REQUESTED FUNDING, (Y) THE TYPE(S) OF LOAN(S) WITH
RESPECT TO WHICH SUCH FUNDING IS REQUESTED (AND, IN THE CASE OF FUNDING ON THE
CONVERSION DATE, MAY INCLUDE CONSTRUCTION LOANS, TERM LOANS AND WORKING CAPITAL
LOANS) AND (Z) THE INITIAL INTEREST PERIOD FOR THE LOANS REQUESTED.
(B)
THE ADMINISTRATIVE AGENT SHALL PROMPTLY ADVISE (I) EACH CONSTRUCTION/TERM
LENDER OF ANY CONSTRUCTION LOAN FUNDING NOTICE OR THE CONVERSION DATE FUNDING