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 L/C EXPOSURE SHALL NOT EXCEED $75,000,000 AND (II) THE AGGREGATE REVOLVING
CREDIT EXPOSURE SHALL NOT EXCEED THE TOTAL REVOLVING CREDIT COMMITMENT.
PROMPTLY AFTER
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RECEIPT OF ANY LETTER OF CREDIT REQUEST, THE RELEVANT ISSUING BANK WILL CONFIRM
WITH THE ADMINISTRATIVE AGENT (BY TELEPHONE OR IN WRITING) THAT THE
ADMINISTRATIVE AGENT HAS RECEIVED A COPY OF SUCH LETTER OF CREDIT REQUEST FROM
THE BORROWER AND, IF NOT, SUCH ISSUING BANK WILL PROVIDE THE ADMINISTRATIVE
AGENT WITH A COPY THEREOF.
SUBJECT TO THE TERMS AND CONDITIONS HEREOF, SUCH
ISSUING BANK SHALL, ON THE REQUESTED DATE, ISSUE A LETTER OF CREDIT FOR THE
ACCOUNT OF THE BORROWER OR ONE OF ITS SUBSIDIARIES OR ENTER INTO THE APPLICABLE
AMENDMENT, AS THE CASE MAY BE.
PROMPTLY AFTER ITS DELIVERY OF ANY LETTER OF
CREDIT OR ANY AMENDMENT TO A LETTER OF CREDIT TO AN ADVISING BANK WITH RESPECT
THERETO OR TO THE BENEFICIARY THEREOF, THE RELEVANT ISSUING BANK WILL ALSO
DELIVER TO THE BORROWER AND THE ADMINISTRATIVE AGENT A TRUE AND COMPLETE COPY OF
SUCH LETTER OF CREDIT OR AMENDMENT.
(C)
EACH LETTER OF CREDIT SHALL EXPIRE AT THE CLOSE OF BUSINESS ON THE
EARLIER OF THE DATE ONE YEAR AFTER THE DATE OF THE ISSUANCE OF SUCH LETTER OF
CREDIT AND THE REVOLVING CREDIT MATURITY DATE, UNLESS SUCH LETTER OF CREDIT
EXPIRES BY ITS TERMS ON AN EARLIER DATE OR AN L/C BACKSTOP EXISTS (THE "LETTER
OF CREDIT EXPIRATION DATE"); PROVIDED, HOWEVER, THAT A LETTER OF CREDIT MAY,
UPON THE REQUEST OF THE BORROWER, INCLUDE A PROVISION WHEREBY SUCH LETTER OF
CREDIT (AN "AUTO-RENEWAL LETTER OF CREDIT") SHALL BE RENEWED AUTOMATICALLY FOR
ADDITIONAL CONSECUTIVE PERIODS OF 12 MONTHS OR LESS (BUT NOT BEYOND THE
REVOLVING CREDIT MATURITY DATE UNLESS AN L/C BACKSTOP EXISTS) UNLESS THE
RELEVANT ISSUING BANK NOTIFIES THE BENEFICIARY THEREOF AT LEAST 30 DAYS (OR SUCH
LONGER PERIOD AS MAY BE SPECIFIED IN SUCH LETTER OF CREDIT) PRIOR TO THE
THEN-APPLICABLE LETTER OF CREDIT EXPIRATION DATE THAT SUCH LETTER OF CREDIT WILL
NOT BE RENEWED.
ONCE AN AUTO-RENEWAL LETTER OF CREDIT HAS BEEN ISSUED, THE
REVOLVING CREDIT LENDERS SHALL BE DEEMED TO HAVE AUTHORIZED (BUT MAY NOT
REQUIRE) THE RELEVANT ISSUING BANK TO PERMIT THE RENEWAL OF SUCH LETTER OF
CREDIT AT ANY TIME TO AN EXPIRY DATE NOT LATER THAN THE LETTER OF CREDIT
EXPIRATION DATE; PROVIDED THAT (I) THE RELEVANT ISSUING BANK MAY, AT ITS OPTION,
NOT PERMIT ANY SUCH RENEWAL IF THE RELEVANT ISSUING BANK 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
2.23(L) OR OTHERWISE) AND (II) THE RELEVANT ISSUING BANK SHALL NOT PERMIT ANY
SUCH RENEWAL IF