IN WHICH EACH LENDER
SEVERALLY SHALL PARTICIPATE AS PROVIDED HEREIN.
SECTION 3.10.1
MANNER OF ISSUANCE.
THE BORROWERS' REPRESENTATIVE SHALL
DELIVER TO THE AGENT PRIOR TO 1:00 P.M. ATLANTA, GEORGIA AT LEAST THREE
(3) BUSINESS DAYS BEFORE THE REQUESTED DATE OF ISSUANCE OF A LETTER OF CREDIT, A
LETTER OF CREDIT REQUEST FOR THE ISSUANCE OF SUCH LETTER OF CREDIT SETTING FORTH
(I) THE BENEFICIARY OF THE LETTER OF CREDIT, (II) THE STATED AMOUNT THEREOF,
(III) THE REQUESTED ISSUE DATE, (IV) THE REQUESTED EXPIRATION DATE, AND (V) THE
PURPOSE FOR SUCH LETTER OF CREDIT.
EACH SUCH LETTER OF CREDIT REQUEST SHALL BE
ACCOMPANIED BY THE PROPOSED ISSUER'S STANDARD FORM STANDBY OR COMMERCIAL LETTER
OF CREDIT APPLICATION, DULY COMPLETED AND EXECUTED BY THE BORROWERS'
REPRESENTATIVE (WHICH APPLICATION SHALL BE DEEMED FOR PURPOSES OF THIS AGREEMENT
TO CONSTITUTE PART OF SUCH LETTER OF CREDIT REQUEST), TOGETHER WITH ALL OTHER
DOCUMENTS, MATERIALS AND EVIDENCES REASONABLY REQUIRED BY THE AGENT PRIOR TO THE
ISSUANCE OF SUCH LETTER OF CREDIT.
SECTION 3.10.2
TERMS OF LETTERS OF CREDIT.
EACH LETTER OF CREDIT SHALL
(A) HAVE AN EXPIRATION DATE NOT LATER THAN THE EARLIER OF (I) 365 DAYS OR, IN
THE CASE OF A LEAP YEAR, 366 DAYS, AFTER THE DATE OF ISSUANCE THEREOF (OR SUCH
LONGER PERIOD TO WHICH THE AGENT SHALL CONSENT PROVIDED THAT THE BORROWERS AGREE
TO PAY ANY ADDITIONAL ISSUANCE COST OR FACING FEES ARISING BY VIRTUE OF THE
ISSUANCE OF A LETTER OF CREDIT FOR A PERIOD LONGER THAN THE PERIOD SPECIFIED IN
THIS CLAUSE (I)) AND (II) THE THIRD ANNIVERSARY OF THE CLOSING DATE AND (B) BE
ISSUED SOLELY TO SECURE BID, TENDER, SURETY, PAYMENT, PERFORMANCE, LITIGATION OR
SIMILAR BONDS REQUIRED BY THE BORROWERS AND THEIR SUBSIDIARIES IN THE ORDINARY
COURSE OF BUSINESS.
SECTION 3.10.3
DRAWINGS UNDER LETTERS OF CREDIT.
(A)
NOTICE TO BORROWERS' REPRESENTATIVE AND LENDERS.
PROMPTLY UPON
RECEIPT BY THE AGENT (FROM THE ISSUING BANK OR OTHERWISE) OF ANY DRAFT UPON, OR
OTHER NOTICE OF DRAWING UNDER, A LETTER OF CREDIT, THE AGENT SHALL GIVE THE
BORROWERS' REPRESENTATIVE AND EACH LENDER WRITTEN OR TELEPHONIC NOTICE (PROMPTLY
FOLLOWED IN WRITING) OF THE AMOUNT OF SUCH DRAFT OR NOTICE OF DRAWING, OF THE
LETTER OF CREDIT AGAINST WHICH IT IS DRAWN AND OF THE DATE UPON WHICH THE
ISSUING BANK PROPOSES TO HONOR SUCH DRAFT.
(B)
REPAYMENT BY BORROWERS.
THE BORROWERS SHALL PAY TO THE AGENT FOR
THE ACCOUNT OF THE ISSUING BANK THE AMOUNT OF ANY DRAWING UNDER ANY LETTER OF
CREDIT ON THE DATE OF SUCH DRAWING IF NOTICE IS RECEIVED BY 1:00 P.M. ON THE
DATE OF DRAWING AND OTHERWISE ON THE NEXT BUSINESS DAY.
THE AMOUNT OF ANY
DRAWING UNDER A LETTER OF CREDIT THAT IS NOT PAID ON THE DATE PROVIDED HEREIN
SHALL BEAR INTEREST, PAYABLE ON DEMAND, FROM THE DUE DATE THEREOF UNTIL PAID, AT
THE POST-DEFAULT RATE.
(C)
REPAYMENT OF LETTERS OF CREDIT WITH LOANS.
ON THE DATE OF ANY
DRAWING UNDER A LETTER OF CREDIT, THE AMOUNT OF SUCH DRAWING AUTOMATICALLY SHALL
BE PAID