TO THE STATED AMOUNT OF SUCH RF LETTER OF CREDIT, THE COMPANY SHALL
HAVE THE RIGHT, UPON WRITTEN NOTICE TO THE ADMINISTRATIVE AGENT AND THE
RESPECTIVE ISSUING BANK, TO RE-DESIGNATE SUCH RF LETTER OF CREDIT AS A CL LETTER
OF CREDIT, IN EACH CASE SO LONG AS (I) EACH SUCH CL LETTER OF CREDIT MAY
OTHERWISE BE ISSUED IN ACCORDANCE WITH, AND WILL NOT VIOLATE, THE ABOVE
LIMITATIONS AND REQUIREMENTS OF THIS SECTION AND (II) THE COMPANY CERTIFIES IN
WRITING TO THE ADMINISTRATIVE AGENT AND THE RESPECTIVE ISSUING BANK THAT THE
CONDITIONS SPECIFIED IN SECTIONS 4.01(B) AND (C) ARE THEN SATISFIED.
UPON
SATISFACTION OF THE AFORESAID CONDITIONS, (X) THE RESPECTIVE ISSUING BANK SHALL
RE-DESIGNATE THE AFFECTED RF LETTER OF CREDIT AS A CL LETTER OF CREDIT, AND (Y)
A NEW CL LETTER OF CREDIT SHALL BE DEEMED ISSUED AT SUCH TIME UNDER THIS
AGREEMENT.
NO LETTER OF CREDIT SHALL BE ISSUED, INCREASED IN STATED AMOUNT, OR
RENEWED OR EXTENDED WITHOUT THE PRIOR CONSENT OF THE ADMINISTRATIVE AGENT, SUCH
CONSENT TO BE LIMITED TO THE QUESTION OF WHETHER SUCH ISSUANCE, INCREASE,
RENEWAL OR EXTENSION IS BEING EFFECTED ON THE TERMS AND CONDITIONS OF THIS
AGREEMENT.
61
(C)
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 LETTER OF CREDIT (OR, IN THE CASE OF ANY RENEWAL OR
EXTENSION THEREOF, ONE YEAR AFTER SUCH RENEWAL OR EXTENSION) AND (II) THE DATE
THAT IS FIVE BUSINESS DAYS (OR, IN THE CASE OF A TRADE LETTER OF CREDIT, 30
DAYS) PRIOR TO THE REVOLVING FACILITY MATURITY DATE; PROVIDED THAT ANY STANDBY
LETTER OF CREDIT MAY PROVIDE FOR THE AUTOMATIC RENEWAL THEREOF FOR ADDITIONAL
ONE-YEAR PERIODS (WHICH, IN NO EVENT, SHALL EXTEND BEYOND THE DATE REFERRED TO
IN CLAUSE (II) OF THIS PARAGRAPH (C)).
(D)
PARTICIPATIONS.
BY THE ISSUANCE OF A 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 ANY LENDERS, SUCH
ISSUING BANK HEREBY GRANTS (X) IF SUCH LETTER OF CREDIT IS A CL LETTER OF
CREDIT, TO EACH CL LENDER OR (Y) IF SUCH LETTER OF CREDIT IS AN RF LETTER OF
CREDIT TO EACH REVOLVING FACILITY LENDER (AND SUCH CL LENDER OR REVOLVING
FACILITY LENDER, AS THE CASE MAY BE, IN ITS CAPACITY UNDER THIS SECTION 2.05(D),
A "PARTICIPANT") AND EACH SUCH PARTICIPANT HEREBY ACQUIRES FROM SUCH ISSUING
BANK, A PARTICIPATION IN SUCH LETTER OF CREDIT EQUAL TO SUCH LENDER'S CL
PERCENTAGE OR REVOLVING FACILITY PERCENTAGE, AS THE CASE MAY BE, AS IN EFFECT
FROM TIME TO TIME OF THE AGGREGATE AMOUNT AVAILABLE TO BE DRAWN UNDER SUCH
LETTER OF CREDIT.
IN CONSIDERATION AND IN FURTHERANCE OF THE FOREGOING, EACH
REVOLVING FACILITY LENDER HEREBY ABSOLUTELY AND UNCONDITIONALLY AGREES TO PAY TO
THE ADMINISTRATIVE AGENT IN DOLLARS OR EUROS, AS THE CASE MAY BE, FOR THE
ACCOUNT