LETTERS OF
CREDIT GENERALLY OR SUCH LETTER OF CREDIT IN PARTICULAR OR SHALL IMPOSE UPON THE
ISSUING LENDER WITH RESPECT TO SUCH LETTER OF CREDIT ANY RESTRICTION OR RESERVE
OR CAPITAL REQUIREMENT (FOR WHICH THE ISSUING LENDER IS NOT OTHERWISE
COMPENSATED) NOT IN EFFECT ON THE CLOSING DATE, OR ANY UNREIMBURSED LOSS, COST
OR EXPENSE THAT WAS NOT APPLICABLE, IN EFFECT OR KNOWN TO THE ISSUING LENDER AS
OF THE CLOSING DATE AND THAT THE ISSUING LENDER IN GOOD FAITH DEEMS MATERIAL TO
IT, OR (II) THE ISSUING LENDER SHALL HAVE ACTUAL KNOWLEDGE, OR SHALL HAVE
RECEIVED NOTICE FROM ANY LENDER, PRIOR TO THE ISSUANCE OF SUCH LETTER OF CREDIT
THAT ONE OR MORE OF THE CONDITIONS SPECIFIED IN SECTION 4.1 (IF APPLICABLE) OR
SECTION 4.2 ARE NOT THEN SATISFIED (OR HAVE NOT BEEN WAIVED IN WRITING AS
REQUIRED HEREIN) OR THAT THE ISSUANCE OF SUCH LETTER OF CREDIT WOULD VIOLATE THE
PROVISIONS OF SECTION 3.1(A).
3.2
NOTICES.
WHENEVER THE BORROWER DESIRES THE ISSUANCE OF A LETTER
OF CREDIT, THE BORROWER WILL GIVE THE ISSUING LENDER WRITTEN NOTICE WITH A COPY
TO THE ADMINISTRATIVE AGENT NOT LATER THAN 11:00 A.M., CHARLOTTE TIME, THREE (3)
BUSINESS DAYS (OR SUCH SHORTER PERIOD AS IS ACCEPTABLE TO THE ISSUING LENDER IN
ANY GIVEN CASE) PRIOR TO THE REQUESTED DATE OF ISSUANCE THEREOF.
EACH SUCH
NOTICE (EACH, A "LETTER OF CREDIT NOTICE") SHALL BE IRREVOCABLE, SHALL BE GIVEN
IN THE FORM OF EXHIBIT B-4 AND SHALL SPECIFY (I) THE REQUESTED DATE OF ISSUANCE,
WHICH SHALL BE A BUSINESS DAY, (II) THE REQUESTED STATED AMOUNT AND EXPIRY DATE
OF THE LETTER OF CREDIT, AND (III) THE NAME AND ADDRESS OF THE REQUESTED
BENEFICIARY OR BENEFICIARIES OF THE LETTER OF CREDIT.
THE BORROWER WILL ALSO
COMPLETE ANY APPLICATION PROCEDURES AND DOCUMENTS REASONABLY REQUIRED BY THE
ISSUING LENDER IN CONNECTION WITH THE ISSUANCE OF ANY LETTER OF CREDIT.
UPON
ITS ISSUANCE OF ANY LETTER OF CREDIT, THE ISSUING LENDER WILL PROMPTLY NOTIFY
THE ADMINISTRATIVE AGENT OF SUCH ISSUANCE, AND THE ADMINISTRATIVE AGENT WILL
GIVE PROMPT NOTICE THEREOF TO EACH REVOLVING CREDIT LENDER.
THE RENEWAL OR
EXTENSION OF ANY OUTSTANDING LETTER OF CREDIT SHALL, FOR PURPOSES OF THIS
ARTICLE III, BE TREATED IN ALL RESPECTS AS THE ISSUANCE OF A NEW LETTER OF
CREDIT.
3.3
PARTICIPATIONS.
IMMEDIATELY UPON THE ISSUANCE OF ANY LETTER OF
CREDIT, THE ISSUING LENDER SHALL BE DEEMED TO HAVE SOLD AND TRANSFERRED TO EACH
REVOLVING CREDIT LENDER, AND EACH REVOLVING CREDIT LENDER SHALL BE DEEMED
IRREVOCABLY AND UNCONDITIONALLY TO HAVE PURCHASED AND RECEIVED FROM THE ISSUING
LENDER, WITHOUT RECOURSE OR WARRANTY (EXCEPT FOR THE ABSENCE OF LIENS
53
thereon created, incurred or suffered to exist by, through or under the Issuing
Lender), an undivided interest and participation, pro rata (based on the
percentage of the aggregate Revolving Credit Commitments represented by such
Revolving Credit Lender's Revolving Credit Commitment), in such Letter of
Credit, each drawing made thereunder and the obligations of the Borrower under
this Agreement with respect thereto and any Collateral or