EXCEED AT ANY TIME THE AMOUNT OF THE LETTER
OF CREDIT FACILITY AT SUCH TIME AND (II) FOR EACH SUCH LETTER OF CREDIT NOT TO
EXCEED THE UNUSED REVOLVING CREDIT COMMITMENTS OF THE LENDERS AT SUCH TIME;
PROVIDED, HOWEVER, THAT IN NO EVENT SHALL THE AGGREGATE AVAILABLE AMOUNT FOR ALL
LETTERS OF CREDIT EXCEED $150,000,000; AND PROVIDED, FURTHER, HOWEVER, THAT THE
ISSUANCE OF ANY FUTURE G-I LETTER OF CREDIT, AND THE RENEWAL OF ANY FUTURE G-I
LETTER OF CREDIT WHICH INCREASES THE STATED AMOUNT OF SUCH FUTURE G-I LETTER OF
CREDIT, SHALL BE SUBJECT TO COMPLIANCE WITH SECTION 5.02(G). NO LETTER OF CREDIT
SHALL HAVE AN EXPIRATION DATE LATER THAN THE DATE AGREED TO BY THE ISSUING BANK
AND THE BORROWERS IN RESPECT OF SUCH LETTER OF CREDIT AND (A) IN THE CASE OF A
STANDBY LETTER OF CREDIT, SHALL NOT HAVE AN EXPIRATION DATE LATER THAN THE
EARLIER OF (1) TEN DAYS PRIOR TO THE FIFTH ANNIVERSARY OF THE CLOSING DATE AND
(2) THE DATE WHICH IS ONE YEAR FROM THE DATE OF ISSUANCE OF SUCH STANDBY LETTER
OF CREDIT, PROVIDED THAT THE IMMEDIATELY PRECEDING CLAUSE (2) SHALL NOT PREVENT
ANY ISSUING BANK FROM AGREEING THAT A STANDBY LETTER OF CREDIT WILL
AUTOMATICALLY BE EXTENDED FOR ONE OR MORE SUCCESSIVE PERIODS NOT TO EXCEED ONE
YEAR EACH UNLESS SUCH ISSUING BANK ELECTS NOT TO EXTEND FOR ANY SUCH ADDITIONAL
PERIOD; AND PROVIDED, FURTHER, THAT SUCH ISSUING LENDER SHALL ELECT NOT TO
EXTEND ANY SUCH STANDBY LETTER OF CREDIT IF IT HAS KNOWLEDGE THAT A DEFAULT OR
EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING AT THE TIME SUCH ISSUING BANK
MUST ELECT WHETHER OR NOT TO ALLOW SUCH EXTENSION, AND (B) IN THE CASE OF A
TRADE LETTER OF CREDIT, SHALL NOT HAVE AN EXPIRATION DATE LATER THAN 180 DAYS
AFTER THE DATE OF ISSUANCE THEREOF. WITHIN THE LIMITS OF THE LETTER OF CREDIT
FACILITY, AND SUBJECT TO THE LIMITS REFERRED TO ABOVE, THE BORROWERS MAY REQUEST
THE ISSUANCE OF LETTERS OF CREDIT UNDER THIS SECTION 2.01(C), REPAY ANY LETTER
OF CREDIT ADVANCES RESULTING FROM DRAWINGS THEREUNDER PURSUANT TO
SECTION 2.03(C) AND REQUEST THE ISSUANCE OF ADDITIONAL LETTERS OF CREDIT UNDER
THIS SECTION 2.01(C). THE BORROWERS AGREE THAT, ON OR PRIOR TO THE FOURTEENTH
DAY BEFORE THE TERMINATION DATE, THE BORROWERS SHALL DEPOSIT (ON TERMS AND
CONDITIONS REASONABLY SATISFACTORY TO THE RESPECTIVE ISSUING BANK) IN A
COLLATERAL ACCOUNT DESIGNATED BY SUCH ISSUING BANK AN AMOUNT EQUAL TO 103% OF
THE AGGREGATE AVAILABLE AMOUNT OF ALL LETTERS OF CREDIT (IF ANY ARE ISSUED BY
SUCH ISSUING BANK AND THEN OUTSTANDING) WHICH HAVE AN EXPIRATION DATE LATER THAN
THE FIFTH ANNIVERSARY OF THE CLOSING DATE.
SECTION 2.02.
Making the Advances. (a)
Except as otherwise provided in the
last sentence of this subsection, Section 2.02(b) or 2.03, each Borrowing shall
be made on notice, given not later than 11:00 A.M. (New York City time) on the
third Business Day prior to the date of the proposed Borrowing in the case of a