OF CREDIT AT ANY TIME TO AN EXPIRY DATE NOT LATER THAN THE L/C MATURITY
DATE; PROVIDED THAT THE RELEVANT LETTER OF CREDIT ISSUER SHALL NOT PERMIT ANY
SUCH RENEWAL IF (A) THE RELEVANT LETTER OF CREDIT ISSUER HAS DETERMINED THAT IT
WOULD HAVE NO OBLIGATION AT SUCH TIME TO ISSUE SUCH LETTER OF CREDIT IN ITS
RENEWED FORM UNDER THE TERMS HEREOF (BY REASON OF THE PROVISIONS OF
SECTION 3.1(B) OR OTHERWISE), OR (B) IT HAS RECEIVED NOTICE (WHICH MAY BE BY
TELEPHONE OR IN WRITING) ON OR BEFORE THE DAY THAT IS FIVE (5) BUSINESS DAYS
BEFORE THE NONRENEWAL NOTICE DATE FROM THE ADMINISTRATIVE AGENT, ANY LENDER WITH
A REVOLVING CREDIT EXPOSURE OR THE BORROWER THAT ONE OR MORE OF THE APPLICABLE
CONDITIONS SPECIFIED IN SECTION 7 IS NOT THEN SATISFIED.
3.2.
Letter of Credit Requests.
(A)
WHENEVER THE BORROWER DESIRES THAT A LETTER
OF CREDIT BE ISSUED FOR ITS ACCOUNT, IT SHALL GIVE THE ADMINISTRATIVE AGENT AND
THE LETTER OF CREDIT ISSUER AT LEAST FIVE (OR SUCH LESSER NUMBER AS MAY BE
AGREED UPON BY THE ADMINISTRATIVE AGENT AND THE LETTER OF CREDIT ISSUER)
BUSINESS DAYS' WRITTEN NOTICE THEREOF.
EACH NOTICE SHALL BE EXECUTED BY THE
BORROWER AND SHALL BE IN THE FORM OF EXHIBIT F (EACH A "LETTER OF CREDIT
REQUEST").
THE ADMINISTRATIVE AGENT SHALL PROMPTLY TRANSMIT COPIES OF EACH
LETTER OF CREDIT REQUEST TO EACH LENDER.
(B)
THE MAKING OF EACH LETTER OF CREDIT REQUEST
SHALL BE DEEMED TO BE A REPRESENTATION AND WARRANTY BY THE BORROWER THAT THE
LETTER OF CREDIT MAY BE ISSUED IN ACCORDANCE WITH, AND WILL NOT VIOLATE THE
REQUIREMENTS OF, SECTION 3.1(B).
3.3.
Letter of Credit Participations.
(A)
IMMEDIATELY UPON THE ISSUANCE BY THE LETTER
OF CREDIT ISSUER OF ANY LETTER OF CREDIT, THE LETTER OF CREDIT ISSUER SHALL BE
DEEMED TO HAVE SOLD AND TRANSFERRED TO EACH OTHER LENDER THAT HAS A REVOLVING
CREDIT COMMITMENT (EACH SUCH OTHER LENDER, IN ITS CAPACITY UNDER THIS
SECTION 3.3, AN "L/C PARTICIPANT"), AND EACH SUCH L/C PARTICIPANT SHALL BE
DEEMED IRREVOCABLY AND UNCONDITIONALLY TO HAVE PURCHASED AND RECEIVED FROM THE
LETTER OF CREDIT ISSUER, WITHOUT RECOURSE OR WARRANTY, AN UNDIVIDED INTEREST AND
PARTICIPATION (EACH AN "L/C PARTICIPATION"), TO THE EXTENT OF SUCH L/C
PARTICIPANT'S REVOLVING CREDIT COMMITMENT PERCENTAGE IN SUCH LETTER OF CREDIT,
EACH SUBSTITUTE LETTER OF CREDIT, EACH DRAWING MADE THEREUNDER AND THE
OBLIGATIONS OF THE BORROWER UNDER THIS AGREEMENT WITH RESPECT THERETO, AND ANY
SECURITY THEREFOR OR GUARANTY PERTAINING THERETO (ALTHOUGH LETTER OF CREDIT FEES
WILL BE PAID DIRECTLY TO THE ADMINISTRATIVE AGENT FOR THE RATABLE ACCOUNT OF THE
L/C PARTICIPANTS AS PROVIDED IN SECTION 4.1(B) AND THE L/C PARTICIPANTS SHALL
HAVE NO RIGHT TO RECEIVE ANY PORTION OF ANY FRONTING FEES).
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(B)
IN DETERMINING WHETHER TO PAY UNDER ANY
LETTER OF CREDIT, THE LETTER OF CREDIT ISSUER SHALL HAVE NO OBLIGATION RELATIVE
TO THE L/C PARTICIPANTS OTHER THAN TO CONFIRM THAT ANY DOCUMENTS REQUIRED TO BE
DELIVERED UNDER SUCH LETTER OF CREDIT HAVE BEEN DELIVERED AND THAT