LETTER OF
CREDIT IF, AFTER GIVING EFFECT TO SUCH ISSUANCE, THE AGGREGATE PRINCIPAL AMOUNT
OF OUTSTANDING REVOLVING CREDIT LOANS, PLUS THE AGGREGATE PRINCIPAL AMOUNT OF
OUTSTANDING SWINGLINE LOANS, PLUS THE AGGREGATE AMOUNT OF L/C OBLIGATIONS PLUS
THE
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AGGREGATE PRINCIPAL AMOUNT OF OUTSTANDING COMPETITIVE BID LOANS WOULD EXCEED THE
AGGREGATE COMMITMENT.
THE FRONTING BANK SHALL NOT AT ANY TIME BE OBLIGATED TO
ISSUE ANY FRONTED LETTER OF CREDIT HEREUNDER IF SUCH ISSUANCE WOULD CONFLICT
WITH, OR CAUSE THE FRONTING BANK OR ANY FRONTED L/C PARTICIPANT TO EXCEED ANY
LIMITS IMPOSED BY, ANY APPLICABLE LAW.
REFERENCES HEREIN TO "ISSUE" AND
DERIVATIONS THEREOF WITH RESPECT TO LETTERS OF CREDIT SHALL ALSO INCLUDE
EXTENSIONS OR MODIFICATIONS OF ANY OUTSTANDING LETTERS OF CREDIT, UNLESS THE
CONTEXT OTHERWISE REQUIRES.
AS OF THE CLOSING DATE, EACH OF THE EXISTING
LETTERS OF CREDIT SHALL CONSTITUTE, FOR ALL PURPOSES OF THIS AGREEMENT AND THE
OTHER LOAN DOCUMENTS, A FRONTED LETTER OF CREDIT ISSUED AND OUTSTANDING
HEREUNDER.
(B)
PROCEDURE FOR ISSUANCE OF FRONTED LETTERS OF CREDIT.
THE
BORROWERS MAY FROM TIME TO TIME REQUEST THAT THE FRONTING BANK ISSUE A FRONTED
LETTER OF CREDIT BY DELIVERING TO THE FRONTING BANK AT THE ADMINISTRATIVE
AGENT'S OFFICE A LETTER OF CREDIT APPLICATION THEREFOR, COMPLETED TO THE
SATISFACTION OF THE FRONTING BANK, AND SUCH OTHER CERTIFICATES, DOCUMENTS AND
OTHER PAPERS AND INFORMATION AS THE FRONTING BANK MAY REQUEST.
UPON RECEIPT OF
ANY LETTER OF CREDIT APPLICATION, THE FRONTING BANK SHALL PROCESS SUCH LETTER OF
CREDIT APPLICATION AND THE CERTIFICATES, DOCUMENTS AND OTHER PAPERS AND
INFORMATION DELIVERED TO IT IN CONNECTION THEREWITH IN ACCORDANCE WITH ITS
CUSTOMARY PROCEDURES AND SHALL, SUBJECT TO SECTION 3.2(A) AND ARTICLE V,
PROMPTLY ISSUE THE FRONTED LETTER OF CREDIT REQUESTED THEREBY (BUT IN NO EVENT
SHALL THE FRONTING BANK BE REQUIRED TO ISSUE ANY FRONTED LETTER OF CREDIT
EARLIER THAN THREE (3) BUSINESS DAYS AFTER ITS RECEIPT OF THE LETTER OF CREDIT
APPLICATION THEREFOR AND ALL SUCH OTHER CERTIFICATES, DOCUMENTS AND OTHER PAPERS
AND INFORMATION RELATING THERETO) BY ISSUING THE ORIGINAL OF SUCH FRONTED LETTER
OF CREDIT TO THE BENEFICIARY THEREOF OR AS OTHERWISE MAY BE AGREED BY THE
FRONTING BANK AND THE BORROWERS.
THE FRONTING BANK SHALL PROMPTLY FURNISH TO
THE BORROWERS A COPY OF SUCH FRONTED LETTER OF CREDIT AND PROMPTLY NOTIFY EACH
LENDER OF THE ISSUANCE AND UPON REQUEST BY ANY LENDER, FURNISH TO SUCH LENDER A
COPY OF SUCH FRONTED LETTER OF CREDIT AND THE AMOUNT OF SUCH LENDER'S
PARTICIPATION THEREIN.
(C)
FRONTED L/C PARTICIPATIONS.
(I)
THE FRONTING BANK IRREVOCABLY AGREES TO GRANT AND HEREBY GRANTS
TO EACH FRONTED L/C PARTICIPANT, AND, TO INDUCE THE FRONTING BANK TO ISSUE
FRONTED LETTERS OF CREDIT HEREUNDER, EACH FRONTED L/C PARTICIPANT IRREVOCABLY
AGREES TO ACCEPT AND PURCHASE AND HEREBY ACCEPTS AND PURCHASES FROM THE FRONTING
BANK, ON THE TERMS AND CONDITIONS HEREINAFTER STATED, FOR SUCH FRONTED L/C
PARTICIPANT'S OWN ACCOUNT AND RISK AN UNDIVIDED INTEREST EQUAL TO SUCH FRONTED
L/C PARTICIPANT'S REVOLVING CREDIT COMMITMENT PERCENTAGE IN THE FRONTING BANK'S
OBLIGATIONS AND RIGHTS UNDER AND IN RESPECT