WITH RESPECT THERETO,
AND MAY, IF SUCH LENDER SO ELECTS IN CONNECTION WITH ANY PERMITTED TRANSFER OR
ENFORCEMENT OF ANY NOTE, ENDORSE ON THE REVERSE SIDE OR ON THE SCHEDULE, IF ANY,
FORMING A PART THEREOF APPROPRIATE NOTATIONS TO EVIDENCE THE FOREGOING
INFORMATION WITH RESPECT TO EACH OUTSTANDING LOAN EVIDENCED THEREBY; PROVIDED
THAT THE FAILURE OF ANY LENDER TO MAKE ANY SUCH RECORDATION OR ENDORSEMENT SHALL
NOT AFFECT THE OBLIGATIONS OF THE BORROWER HEREUNDER OR UNDER ANY SUCH NOTE.
EACH LENDER IS HEREBY IRREVOCABLY AUTHORIZED BY THE BORROWER SO TO ENDORSE EACH
OF ITS NOTES AND TO ATTACH TO AND MAKE A PART OF EACH OF ITS NOTES A
CONTINUATION OF ANY SUCH SCHEDULE AS AND WHEN REQUIRED.
SECTION 2.05
LETTERS OF CREDIT.
(A)
ISSUANCE OF LETTERS OF CREDIT.
SUBJECT TO THE TERMS AND
CONDITIONS SET FORTH HEREIN, (I) EACH L/C ISSUER AGREES, IN RELIANCE UPON THE
AGREEMENTS OF THE OTHER REVOLVING LENDERS SET FORTH IN THIS SECTION 2.05, (A)
FROM TIME TO TIME ON ANY BUSINESS DAY DURING THE PERIOD FROM THE CLOSING DATE
UNTIL THE LETTER OF CREDIT EXPIRATION DATE, TO ISSUE LETTERS OF CREDIT FOR THE
ACCOUNT, AND UPON THE REQUEST, OF THE BORROWER OR ONE OR MORE OF ITS
SUBSIDIARIES AND IN SUPPORT OF (X) TRADE OBLIGATIONS OF THE BORROWER AND/OR ITS
SUBSIDIARIES, WHICH SHALL BE PAYABLE AT SIGHT IN DOLLARS (EACH SUCH LETTER OF
CREDIT, A "TRADE LETTER OF CREDIT" AND, COLLECTIVELY, THE "TRADE LETTERS OF
CREDIT") AND (Y) SUCH OTHER OBLIGATIONS OF THE BORROWER INCURRED FOR ITS GENERAL
CORPORATE PURPOSES (EACH SUCH LETTER OF CREDIT, A "STANDBY LETTER OF CREDIT"
AND, COLLECTIVELY, THE "STANDBY LETTERS OF CREDIT"), AND TO AMEND OR EXTEND
LETTERS OF CREDIT PREVIOUSLY ISSUED BY IT, IN ACCORDANCE WITH SUBSECTION (C)
BELOW, AND (B) TO HONOR DRAWINGS UNDER ITS LETTERS OF CREDIT, AND (II) EACH
REVOLVING LENDER SEVERALLY AGREES TO PARTICIPATE IN LETTERS OF CREDIT ISSUED FOR
THE ACCOUNT OF THE BORROWER OR ITS SUBSIDIARIES AND ANY DRAWING THEREUNDER IN
ACCORDANCE WITH THE PROVISIONS OF SUBSECTION (E) BELOW; PROVIDED THAT,
IMMEDIATELY AFTER EACH LETTER OF CREDIT IS ISSUED, (I) THE AGGREGATE AMOUNT OF
THE L/C OBLIGATIONS SHALL NOT EXCEED THE L/C SUBLIMIT, (II) THE REVOLVING
OUTSTANDINGS SHALL NOT EXCEED THE REVOLVING COMMITTED AMOUNT AND (III) WITH
RESPECT TO EACH INDIVIDUAL REVOLVING LENDER, THE AGGREGATE OUTSTANDING PRINCIPAL
AMOUNT OF THE REVOLVING LENDER'S REVOLVING LOANS PLUS ITS PARTICIPATION
INTERESTS IN OUTSTANDING L/C OBLIGATIONS PLUS ITS (OTHER THAN THE SWING LINE
LENDER'S) PARTICIPATION INTERESTS IN OUTSTANDING SWING LINE LOANS SHALL NOT
EXCEED SUCH REVOLVING LENDER'S REVOLVING COMMITMENT PERCENTAGE OF THE REVOLVING
COMMITTED AMOUNT.
EACH REQUEST BY THE BORROWER OR A SUBSIDIARY FOR THE ISSUANCE
OR AMENDMENT OF A LETTER OF CREDIT SHALL BE DEEMED TO BE A REPRESENTATION BY THE
BORROWER AND SUCH SUBSIDIARY THAT THE ISSUANCE OR AMENDMENT OF SUCH LETTER OF
CREDIT COMPLIES WITH THE CONDITIONS SET FORTH IN THE PROVISO TO THE PRECEDING
SENTENCE.
WITHIN THE FOREGOING LIMITS, AND SUBJECT TO THE TERMS AND CONDITIONS
HEREOF, THE BORROWER'S ABILITY TO OBTAIN