CREDIT OBLIGATIONS WOULD EXCEED THE LETTER
OF CREDIT COMMITMENT.
LETTERS OF CREDIT SHALL BE DENOMINATED, AT THE BORROWER'S
OPTION, IN EITHER DOLLARS OR POUNDS.
(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
23
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