FORTH HEREIN, (A) THE L/C
ISSUER AGREES, IN RELIANCE UPON THE AGREEMENTS OF THE REVOLVING CREDIT LENDERS
SET FORTH IN THIS SECTION 2.03, (1) 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 OF THE BORROWER OR ITS RESTRICTED
SUBSIDIARIES, AND TO AMEND OR EXTEND LETTERS OF CREDIT PREVIOUSLY ISSUED BY IT,
IN ACCORDANCE WITH SECTION 2.03(B), AND (2) TO HONOR DRAWINGS UNDER THE LETTERS
OF CREDIT; AND (B) THE REVOLVING CREDIT LENDERS SEVERALLY AGREE TO PARTICIPATE
IN LETTERS OF CREDIT ISSUED FOR THE ACCOUNT OF THE BORROWER OR ITS RESTRICTED
SUBSIDIARIES AND ANY DRAWINGS THEREUNDER; PROVIDED THAT AFTER GIVING EFFECT TO
ANY L/C CREDIT EXTENSION WITH RESPECT TO ANY LETTER OF CREDIT, (X) THE TOTAL
REVOLVING CREDIT
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OUTSTANDINGS SHALL NOT EXCEED THE REVOLVING CREDIT FACILITY, (Y) THE AGGREGATE
OUTSTANDING AMOUNT OF THE REVOLVING CREDIT LOANS OF ANY REVOLVING CREDIT LENDER,
PLUS SUCH LENDER'S APPLICABLE REVOLVING CREDIT PERCENTAGE OF THE OUTSTANDING
AMOUNT OF ALL L/C OBLIGATIONS, PLUS SUCH LENDER'S APPLICABLE REVOLVING CREDIT
PERCENTAGE OF THE OUTSTANDING AMOUNT OF ALL SWING LINE LOANS SHALL NOT EXCEED
SUCH LENDER'S REVOLVING CREDIT COMMITMENT AND (Z) THE OUTSTANDING AMOUNT OF THE
L/C OBLIGATIONS SHALL NOT EXCEED THE LETTER OF CREDIT SUBLIMIT.
EACH REQUEST BY
THE BORROWER FOR THE ISSUANCE OR AMENDMENT OF A LETTER OF CREDIT SHALL BE DEEMED
TO BE A REPRESENTATION BY THE BORROWER THAT THE L/C CREDIT EXTENSION SO
REQUESTED 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 LETTERS OF CREDIT SHALL BE FULLY
REVOLVING, AND ACCORDINGLY THE BORROWER MAY, DURING THE FOREGOING PERIOD, OBTAIN
LETTERS OF CREDIT TO REPLACE LETTERS OF CREDIT THAT HAVE EXPIRED OR THAT HAVE
BEEN DRAWN UPON AND REIMBURSED.
ALL EXISTING LETTERS OF CREDIT SHALL BE DEEMED
TO HAVE BEEN ISSUED PURSUANT HERETO, AND FROM AND AFTER THE CLOSING DATE SHALL
BE SUBJECT TO AND GOVERNED BY THE TERMS AND CONDITIONS HEREOF.
(II)
THE L/C ISSUER SHALL NOT ISSUE ANY LETTER OF CREDIT IF:
(A)
subject to Section 2.03(b)(iii), the expiry date of such requested
Letter of Credit would occur more than twelve months after the date of issuance
or last extension, unless the Required Revolving Lenders have approved such
expiry date; or
(B)
the expiry date of such requested Letter of Credit would occur
after the Letter of Credit Expiration Date, unless all the Revolving Credit
Lenders have approved such expiry date.
(III)
THE L/C ISSUER SHALL NOT BE UNDER ANY OBLIGATION TO ISSUE ANY
LETTER OF CREDIT IF:
(A)
any order, judgment or decree of any Governmental Authority or
arbitrator shall by its terms purport to enjoin or restrain the L/C Issuer from
issuing such Letter of Credit, or any Law applicable to the L/C Issuer shall
prohibit the issuance of letters of credit generally or such Letter of