AGREE TO ISSUE A LETTER OF CREDIT
THAT HAS AUTOMATIC RENEWAL PROVISIONS (EACH, AN "AUTO-RENEWAL LETTER OF
CREDIT"); PROVIDED, THAT, ANY SUCH AUTO-RENEWAL LETTER OF CREDIT MUST PERMIT THE
RELEVANT L/C ISSUER TO PREVENT ANY SUCH RENEWAL AT LEAST ONCE IN EACH
TWELVE-MONTH PERIOD (COMMENCING WITH THE DATE OF ISSUANCE OF SUCH LETTER OF
CREDIT) BY GIVING PRIOR NOTICE TO THE BENEFICIARY THEREOF NOT LATER THAN A DAY
(THE "NONRENEWAL NOTICE DATE") IN EACH SUCH TWELVE-MONTH PERIOD TO BE AGREED
UPON AT THE TIME SUCH LETTER OF CREDIT IS ISSUED. UNLESS OTHERWISE DIRECTED BY
THE RELEVANT L/C ISSUER, THE BORROWER SHALL NOT BE REQUIRED TO MAKE A SPECIFIC
REQUEST TO THE RELEVANT L/C ISSUER FOR ANY SUCH RENEWAL.
IF THE BORROWER ELECTS
NOT TO RENEW AN AUTO-RENEWAL LETTER OF CREDIT BEYOND THE THEN APPLICABLE EXPIRY
DATE, IT SHALL GIVEN WRITTEN NOTICE TO THE RELEVANT L/C ISSUER NOT LATER THAN 10
BUSINESS DAYS PRIOR TO THE NONRENEWAL NOTICE DATE OF SUCH LETTER OF CREDIT.
ONCE AN AUTO-RENEWAL LETTER OF CREDIT HAS BEEN ISSUED, THE APPLICABLE LENDERS
SHALL BE DEEMED TO HAVE AUTHORIZED (BUT MAY NOT REQUIRE) THE RELEVANT L/C ISSUER
TO PERMIT THE RENEWAL OF SUCH LETTER OF CREDIT AT ANY TIME TO AN EXPIRY DATE NOT
LATER THAN THE LETTER OF CREDIT EXPIRATION DATE; PROVIDED, THAT, THE RELEVANT
L/C ISSUER SHALL NOT PERMIT ANY SUCH RENEWAL IF (A) THE RELEVANT L/C ISSUER HAS
DETERMINED THAT IT WOULD HAVE NO OBLIGATION AT SUCH TIME TO ISSUE SUCH LETTER OF
CREDIT IN ITS RENEWED FORM UNDER THE TERMS HEREOF (BY REASON OF THE PROVISIONS
OF SECTION 2.03(A)(II) OR OTHERWISE), OR (B) IT HAS RECEIVED NOTICE (WHICH MAY
BE BY TELEPHONE, FOLLOWED PROMPTLY IN WRITING, OR IN WRITING) ON OR BEFORE THE
DAY THAT IS FIVE (5) BUSINESS DAYS BEFORE THE NONRENEWAL NOTICE DATE FROM THE
ADMINISTRATIVE AGENT OR ANY LENDER, AS APPLICABLE, OR THE BORROWER THAT ONE OR
MORE OF THE APPLICABLE CONDITIONS SPECIFIED IN SECTION 4.02 IS NOT THEN
SATISFIED.
(IV)
PROMPTLY AFTER ITS DELIVERY OF ANY LETTER OF CREDIT OR ANY
AMENDMENT TO A LETTER OF CREDIT TO AN ADVISING BANK WITH RESPECT THERETO OR TO
THE BENEFICIARY THEREOF, THE RELEVANT L/C ISSUER WILL ALSO DELIVER TO THE
BORROWER AND THE ADMINISTRATIVE AGENT A TRUE AND COMPLETE COPY OF SUCH LETTER OF
CREDIT OR AMENDMENT.
(C)
DRAWINGS AND REIMBURSEMENTS; FUNDING OF PARTICIPATIONS.
(I)
UPON
RECEIPT FROM THE BENEFICIARY OF ANY LETTER OF CREDIT OF A DRAWING UNDER SUCH
LETTER OF CREDIT, THE RELEVANT L/C ISSUER SHALL NOTIFY PROMPTLY THE BORROWER AND
THE ADMINISTRATIVE AGENT THEREOF.
ON THE BUSINESS DAY ON WHICH THE BORROWER
SHALL HAVE RECEIVED NOTICE OF ANY PAYMENT BY AN L/C ISSUER UNDER A LETTER OF
CREDIT (OR, IF THE BORROWER SHALL HAVE RECEIVED SUCH NOTICE LATER THAN 12:00
NOON ON ANY BUSINESS DAY, ON THE IMMEDIATELY FOLLOWING BUSINESS DAY) (EACH SUCH
DATE, AN "HONOR DATE"), THE BORROWER SHALL REIMBURSE SUCH L/C ISSUER THROUGH THE
ADMINISTRATIVE AGENT IN AN AMOUNT EQUAL TO THE AMOUNT OF SUCH DRAWING IN