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 LC EXPOSURE SHALL NOT EXCEED
$200,000,000, (II) THE ALTERNATIVE CURRENCY EXPOSURE SHALL NOT EXCEED THE
ALTERNATIVE CURRENCY SUBLIMIT AND (III) THE TOTAL REVOLVING CREDIT EXPOSURES OF
ALL LENDERS SHALL NOT EXCEED THE TOTAL COMMITMENTS.
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(D)
EXPIRATION DATE.
EACH LETTER OF CREDIT SHALL EXPIRE AT OR PRIOR TO
THE CLOSE OF BUSINESS ON THE EARLIER OF (I) THE DATE ONE YEAR AFTER THE DATE OF
THE ISSUANCE OF SUCH ADDITIONAL LETTER OF CREDIT OR, IN THE CASE OF ANY RENEWAL
OR EXTENSION THEREOF, ONE YEAR AFTER SUCH RENEWAL OR EXTENSION (OR, IF ANY SUCH
DAY IS NOT A EURO-CURRENCY BUSINESS DAY, THE NEXT PRECEDING EURO-CURRENCY
BUSINESS DAY) AND (II) THE LC TERMINATION DATE; PROVIDED THAT AN ADDITIONAL
LETTER CREDIT MAY EXPIRE AFTER, BUT IN ANY EVENT NO LATER THAN ONE YEAR AFTER,
THE LC TERMINATION DATE, IF SUCH ADDITIONAL LETTER OF CREDIT IS CASH
COLLATERALIZED IN ACCORDANCE WITH SECTION 2.05(K) OR BACKED BY A STANDBY LETTER
OF CREDIT FROM A FINANCIAL INSTITUTION WITH A RATING OF A2 OR HIGHER FROM
MOODY'S OR A OR HIGHER FROM S&P ON THE DATE OF ITS ISSUANCE, RENEWAL OR
EXTENSION (AS APPLICABLE), IN EACH CASE IN AN AMOUNT AND ON TERMS SATISFACTORY
TO THE ADMINISTRATIVE AGENT AND THE APPLICABLE ISSUING BANK.
THE EXPIRY DATE OF
ANY LETTER OF CREDIT MAY BE EXTENDED FROM TIME TO TIME (I) AT THE BORROWER'S
REQUEST IN ACCORDANCE WITH (C) ABOVE OR (II) IN THE CASE OF AN EVERGREEN LETTER
OF CREDIT, AUTOMATICALLY, IN EACH CASE SO LONG AS SUCH EXTENSION (A) IS FOR A
PERIOD NOT EXCEEDING ONE YEAR, (B) IS GRANTED (OR THE LAST DAY ON WHICH NOTICE
CAN BE GIVEN TO PREVENT SUCH EXTENSION OCCURS) NO EARLIER THAN THREE MONTHS
BEFORE THE THEN EXISTING EXPIRY DATE THEREOF AND (C) DOES NOT EXTEND BEYOND THE
LC TERMINATION DATE (UNLESS THE REQUIREMENTS OF THE PROVISO SET FORTH IN THE
PRIOR SENTENCE ARE SATISFIED).
(E)
PARTICIPATIONS.
BY THE ISSUANCE OF AN ADDITIONAL LETTER OF CREDIT
(OR AN AMENDMENT TO A LETTER OF CREDIT INCREASING THE AMOUNT THEREOF) AND
WITHOUT ANY FURTHER ACTION ON THE PART OF THE APPLICABLE ISSUING BANK OR THE
LENDERS, SUCH ISSUING BANK HEREBY GRANTS TO EACH LENDER, AND EACH LENDER HEREBY
ACQUIRES FROM SUCH ISSUING BANK, A PARTICIPATION IN SUCH LETTER OF CREDIT EQUAL
TO SUCH LENDER'S APPLICABLE PERCENTAGE OF THE AGGREGATE AMOUNT AVAILABLE TO BE
DRAWN UNDER SUCH LETTER OF CREDIT.
IN CONSIDERATION AND IN FURTHERANCE OF THE
FOREGOING, EACH LENDER HEREBY ABSOLUTELY AND UNCONDITIONALLY AGREES TO PAY TO
THE ADMINISTRATIVE AGENT, FOR THE ACCOUNT OF SUCH ISSUING BANK IN THE APPLICABLE
CURRENCY, SUCH LENDER'S APPLICABLE PERCENTAGE OF EACH LC DISBURSEMENT MADE BY
SUCH ISSUING BANK AND NOT REIMBURSED BY THE BORROWER ON THE DATE DUE AS PROVIDED
IN PARAGRAPH (F) OF THIS SECTION, OR OF ANY REIMBURSEMENT PAYMENT REQUIRED TO BE
REFUNDED TO