LENDER ON THE DAY OF SUCH REPLACEMENT
UNDER SECTION 3.4 HAD THE REVOLVING LOANS OF SUCH AFFECTED LENDER BEEN PREPAID
ON SUCH DATE RATHER THAN SOLD TO THE REPLACEMENT LENDER, IN EACH CASE TO THE
EXTENT NOT PAID BY THE PURCHASING LENDER, AND (C) IF THE AFFECTED LENDER IS
BEING TERMINATED, THE BORROWER SHALL PAY TO SUCH AFFECTED LENDER AN AMOUNT EQUAL
TO THE SUM OF (1) AN AMOUNT EQUAL TO THE PRINCIPAL OF, AND ALL ACCRUED INTEREST
TO AN INCLUDING THE DATE OF TERMINATION ON, ALL OUTSTANDING CREDIT EXPOSURE OF
SUCH AFFECTED LENDER PLUS (2) AN AMOUNT EQUAL TO ALL ACCRUED BUT UNPAID FEES TO
AN INCLUDING THE DATE OF TERMINATION OWING TO SUCH AFFECTED LENDER UNDER THIS
AGREEMENT PLUS (3) ALL AMOUNTS DUE TO SUCH AFFECTED LENDER UNDER SECTIONS 3.1,
3.2 AND 3.5 AND ANY AMOUNT DUE TO SUCH AFFECTED LENDER UNDER SECTION 3.4.
2.20.
FACILITY LCS.
2.20.1
ISSUANCE.
THE LC ISSUERS HEREBY AGREE, ON THE TERMS AND CONDITIONS SET
FORTH IN THIS AGREEMENT, TO ISSUE STANDBY LETTERS OF CREDIT IN DOLLARS (EACH,
TOGETHER WITH EACH LETTER OF CREDIT ISSUED OR DEEMED TO BE ISSUED PURSUANT TO
THE EXISTING CREDIT AGREEMENT AND OUTSTANDING ON THE RESTATEMENT EFFECTIVE DATE,
A "FACILITY LC") AND TO RENEW, EXTEND, INCREASE, DECREASE OR OTHERWISE MODIFY
EACH FACILITY LC ("MODIFY," AND EACH SUCH ACTION, A "MODIFICATION"), FROM TIME
TO TIME FROM AND INCLUDING THE RESTATEMENT EFFECTIVE DATE AND PRIOR TO THE
FACILITY TERMINATION DATE UPON THE REQUEST OF THE BORROWER; PROVIDED THAT
IMMEDIATELY AFTER EACH SUCH FACILITY LC IS ISSUED OR MODIFIED, (I) THE AGGREGATE
AMOUNT OF THE OUTSTANDING LC OBLIGATIONS SHALL NOT EXCEED $90,000,000 AND
(II) THE AGGREGATE OUTSTANDING CREDIT EXPOSURE SHALL NOT EXCEED THE AGGREGATE
COMMITMENT.
NO FACILITY LC SHALL HAVE AN EXPIRY DATE LATER THAN THE EARLIER OF
(X) THE FIFTH BUSINESS DAY PRIOR TO THE FACILITY TERMINATION DATE AND (Y) ONE
YEAR AFTER ITS ISSUANCE; PROVIDED THAT ANY FACILITY LC WITH A ONE-YEAR TENOR MAY
PROVIDE FOR THE RENEWAL THEREOF FOR ADDITIONAL ONE YEAR PERIODS (WHICH, SUBJECT
TO THE NEXT SUCCEEDING PROVISO, MAY EXTEND BEYOND THE DATE REFERRED TO IN CLAUSE
(X) ABOVE); PROVIDED, HOWEVER, THAT, SUBJECT TO THE TERMS OF SECTION 2.20.11, ON
OR BEFORE THE 10TH DAY PRIOR TO THE FACILITY TERMINATION DATE THE BORROWER MAY
REQUEST AND THE LC ISSUERS HEREBY AGREE TO ISSUE FACILITY LCS WITH (OR TO MODIFY
FACILITY LCS TO HAVE) AN EXPIRY DATE ON OR AFTER THE FACILITY TERMINATION DATE
BUT NOT LATER THAN THE TWELVE-MONTH ANNIVERSARY OF THE FACILITY TERMINATION
DATE.
2.20.2
PARTICIPATIONS.
UPON (A) THE RESTATEMENT EFFECTIVE DATE WITH RESPECT TO
EACH FACILITY LC ISSUED AND OUTSTANDING UNDER THE EXISTING CREDIT AGREEMENT AND
(B) THE ISSUANCE OR MODIFICATION BY THE APPLICABLE LC ISSUER OF EACH OTHER
FACILITY LC IN
31
ACCORDANCE WITH THIS SECTION 2.20, SUCH LC ISSUER SHALL BE DEEMED, WITHOUT
FURTHER ACTION BY ANY PARTY HERETO, TO HAVE UNCONDITIONALLY AND IRREVOCABLY SOLD
TO EACH LENDER, AND EACH LENDER SHALL BE DEEMED, WITHOUT FURTHER ACTION BY ANY
PARTY HERETO,