BE DENOMINATED, AT THE BORROWER'S
OPTION, IN EITHER DOLLARS OR POUNDS.
23
(B)
IN NO EVENT SHALL:
(I) THE AGGREGATE AMOUNT OF THE LETTER OF
CREDIT OBLIGATIONS AT ANY TIME EXCEED THE LETTER OF CREDIT COMMITMENT; OR (II)
THE EXPIRATION DATE OF ANY LETTER OF CREDIT (OTHER THAN THE LETTERS OF CREDIT
IDENTIFIED ON SCHEDULE 3.1 HERETO) OR THE DATE FOR PAYMENT OF ANY DRAFT
PRESENTED THEREUNDER AND ACCEPTED BY THE ISSUER, BE LATER THAN (X) THE DATE ONE
YEAR AFTER THE EFFECTIVE DATE OF SUCH LETTER OF CREDIT OR (Y) IN THE CASE OF THE
LLOYD'S LETTERS OF CREDIT, FOUR YEARS AFTER NOTICE OF EXPIRY FROM THE ISSUER TO
THE BORROWER AND THE BENEFICIARY OF THE LETTER OF CREDIT; PROVIDED, THAT EACH
LETTER OF CREDIT ISSUED WITH AN AUTOMATIC "EVERGREEN" PROVISION PROVIDING FOR
RENEWAL ABSENT ADVANCE NOTICE BY THE BORROWER OR THE ISSUER SHALL BE
AUTOMATICALLY RENEWED UNLESS AT LEAST 30 DAYS PRIOR TO EACH ANNIVERSARY OF THE
ISSUANCE OF SUCH LETTER OF CREDIT THE BENEFICIARY THEREOF RECEIVES NOTICE FROM
THE ISSUER THAT SUCH LETTER OF CREDIT SHALL NOT BE RENEWED.
THE ISSUER SHALL BE
UNDER NO OBLIGATION TO PERMIT THE RENEWAL OR EXTENSION OF ANY LETTER OF CREDIT
AT ANY TIME (A) WHEN A DEFAULT OR UNMATURED DEFAULT HAS OCCURRED AND IS
CONTINUING OR (B) AFTER THE LETTER OF CREDIT AVAILABILITY TERMINATION DATE.
THE
ISSUER MAY (AND, UPON THE REQUEST OF THE REQUIRED LENDERS, SHALL) GIVE NOTICE OF
TERMINATION OF ANY LLOYD'S LETTERS OF CREDIT WITH AN EXPIRY DATE BASED UPON
NOTICE AT ANY TIME (A) WHEN A DEFAULT HAS OCCURRED AND IS CONTINUING OR (B)
AFTER THE LETTER OF CREDIT AVAILABILITY TERMINATION DATE.
(C)
THE BORROWER AGREES THAT, IF AT ANY TIME AS A RESULT OF REDUCTIONS
IN THE LETTER OF CREDIT COMMITMENT PURSUANT TO SECTION 3.3 OR OTHERWISE THE
AGGREGATE BALANCE OF THE LETTER OF CREDIT OBLIGATIONS EXCEEDS THE LETTER OF
CREDIT COMMITMENT, THE BORROWER SHALL CASH COLLATERALIZE THE LETTER OF CREDIT
OBLIGATIONS BY DEPOSITING INTO THE LETTER OF CREDIT CASH COLLATERAL ACCOUNT CASH
OR CASH COLLATERAL INVESTMENTS IN SUCH AMOUNT AS MAY BE NECESSARY TO ELIMINATE
SUCH EXCESS.
(D)
THE LETTERS OF CREDIT IDENTIFIED ON SCHEDULE 3.1 HERETO WHICH ARE
ISSUED AND OUTSTANDING UNDER THE EXISTING CREDIT AGREEMENT SHALL, UPON
SATISFACTION OF THE CONDITIONS SET FORTH IN ARTICLE V HERETO, AUTOMATICALLY AND
WITHOUT FURTHER ACTION ON THE PART OF THE AGENT, THE ISSUER, THE LENDERS OR THE
BORROWER BE DEEMED LETTERS OF CREDIT ISSUED UNDER THIS AGREEMENT.
(E)
FOR PURPOSES OF DETERMINING USAGE AND AVAILABILITY UNDER THIS
SECTION 3.1, WHEN A LETTER OF CREDIT IS ISSUED IN POUNDS, SUCH POUNDS WILL BE
CONVERTED TO DOLLARS UPON ISSUANCE, UPON THE PROPOSED ISSUANCE OF ANY OTHER
LETTER OF CREDIT AND AT THE END OF EACH CALENDAR QUARTER, AND AT ANY TIME
THEREAFTER AS REQUESTED BY THE AGENT OR ANY LENDER (INCLUDING THE ISSUER) AND
SUCH DETERMINATION SHALL BE MADE BY THE AGENT IN ITS SOLE DETERMINATION BASED
UPON THE SPOT EXCHANGE RATE BETWEEN DOLLARS AND POUNDS