CLOSING DATE, THE RELEVANT ISSUER SOLD A
PARTICIPATION THEREIN TO ANY BANK OR FINANCIAL INSTITUTION THAT IS NOT A LENDER
WITH A REVOLVING COMMITMENT, SUCH ISSUER SHALL PROCURE THE TERMINATION OF SUCH
PARTICIPATION ON OR PRIOR TO THE CLOSING DATE.
(B)
NOTICE OF ISSUANCE; AMENDMENT; RENEWAL;
EXTENSION; CERTAIN CONDITIONS.
TO REQUEST THE ISSUANCE OF A LETTER OF CREDIT
(OR THE AMENDMENT, RENEWAL OR EXTENSION OF AN OUTSTANDING LETTER OF CREDIT), THE
BORROWER SHALL HAND DELIVER OR FACSIMILE (OR TRANSMIT BY ELECTRONIC
COMMUNICATION, IF ARRANGEMENTS FOR DOING SO HAVE BEEN APPROVED BY THE ISSUING
BANK REQUESTED TO ISSUE SUCH LETTER OF CREDIT) TO SUCH ISSUING BANK AND THE
ADMINISTRATIVE AGENT (NOT LATER THAN TWO BUSINESS DAYS BEFORE THE REQUESTED DATE
OF ISSUANCE, AMENDMENT, RENEWAL OR EXTENSION) A NOTICE REQUESTING THE ISSUANCE
OF A LETTER
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OF CREDIT, OR IDENTIFYING THE LETTER OF CREDIT TO BE AMENDED, RENEWED OR
EXTENDED, AND SPECIFYING THE DATE OF ISSUANCE, AMENDMENT, RENEWAL OR EXTENSION
(WHICH SHALL BE A BUSINESS DAY), THE DATE ON WHICH SUCH LETTER OF CREDIT IS TO
EXPIRE (WHICH SHALL COMPLY WITH PARAGRAPH (C) OF THIS SECTION), THE AMOUNT OF
SUCH LETTER OF CREDIT, THE NAME AND ADDRESS OF THE BENEFICIARY THEREOF AND SUCH
OTHER INFORMATION AS SHALL BE NECESSARY TO PREPARE, AMEND, RENEW OR EXTEND SUCH
LETTER OF CREDIT.
IF REQUESTED BY THE ISSUING BANK REQUESTED TO ISSUE SUCH
LETTER OF CREDIT, THE BORROWER ALSO SHALL SUBMIT A LETTER OF CREDIT APPLICATION
ON SUCH ISSUING BANK'S STANDARD FORM IN CONNECTION WITH ANY REQUEST FOR A LETTER
OF CREDIT.
A LETTER OF CREDIT SHALL BE ISSUED, AMENDED, RENEWED OR EXTENDED
ONLY IF (AND, UPON ISSUANCE, AMENDMENT, RENEWAL OR EXTENSION OF EACH LETTER OF
CREDIT, THE BORROWER SHALL BE DEEMED TO REPRESENT AND WARRANT THAT), AFTER
GIVING EFFECT TO SUCH ISSUANCE, AMENDMENT, RENEWAL OR EXTENSION (I) THE LC
EXPOSURE SHALL NOT EXCEED $50,000,000 AND (II) THE TOTAL REVOLVING CREDIT
EXPOSURES SHALL NOT EXCEED THE TOTAL REVOLVING COMMITMENTS.
(c)
Expiration Date.
Each Letter of Credit
shall expire at or prior to the close of business on the earlier of (i) the date
that is one year after the date of the issuance of such Letter of Credit (or, in
the case of any renewal or extension thereof, one year after such renewal or
extension) and (ii) the date that is three days prior to the Revolving Maturity
Date, provided that any Letter of Credit may provide for the automatic renewal
thereof for additional periods of lengths not to exceed one year (which shall in
no event extend beyond the date that is three days prior to the Revolving
Maturity Date).
(D)
PARTICIPATIONS.
BY THE ISSUANCE OF A LETTER
OF CREDIT (OR AN AMENDMENT TO A LETTER OF CREDIT INCREASING THE AMOUNT THEREOF)
AND WITHOUT ANY FURTHER ACTION ON THE PART OF THE ISSUING BANK THEREOF OR THE
APPLICABLE REVOLVING LENDERS, THE ISSUING BANK THEREOF HEREBY GRANTS TO EACH
REVOLVING LENDER, AND EACH SUCH REVOLVING LENDER HEREBY ACQUIRES FROM SUCH
ISSUING BANK, A PARTICIPATION IN