ANY SUCH AUTO-EXTENSION
LETTER OF CREDIT MUST PERMIT SUCH L/C ISSUER TO PREVENT ANY SUCH EXTENSION 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 "NON-EXTENSION 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 APPLICABLE L/C ISSUER, THE BORROWERS SHALL NOT BE
REQUIRED TO MAKE A SPECIFIC REQUEST TO SUCH L/C ISSUER FOR ANY SUCH EXTENSION.
ONCE AN AUTO-EXTENSION LETTER OF CREDIT HAS BEEN ISSUED, THE LENDERS SHALL BE
DEEMED TO HAVE AUTHORIZED (BUT MAY NOT REQUIRE) THE APPLICABLE L/C ISSUER TO
PERMIT THE EXTENSION OF SUCH LETTER OF CREDIT AT ANY TIME TO AN EXPIRY DATE NOT
LATER THAN THE LETTER OF CREDIT EXPIRATION DATE; PROVIDED, HOWEVER, THAT SUCH
L/C ISSUER SHALL NOT PERMIT ANY SUCH EXTENSION IF (A) SUCH L/C ISSUER HAS
DETERMINED THAT IT WOULD NOT BE PERMITTED, OR WOULD HAVE NO
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OBLIGATION, AT SUCH TIME TO ISSUE SUCH LETTER OF CREDIT IN ITS REVISED FORM (AS
EXTENDED) UNDER THE TERMS HEREOF (BY REASON OF THE PROVISIONS OF CLAUSE (II) OR
(III) OF SECTION 2.04(A) OR OTHERWISE), OR (B) IT HAS RECEIVED NOTICE (WHICH MAY
BE BY TELEPHONE OR IN WRITING) ON OR BEFORE THE DAY THAT IS FIVE BUSINESS DAYS
BEFORE THE NON-EXTENSION NOTICE DATE FROM THE ADMINISTRATIVE AGENT, ANY LENDER
OR THE BORROWERS THAT ONE OR MORE OF THE APPLICABLE CONDITIONS SPECIFIED IN
SECTION 4.02 IS NOT THEN SATISFIED, AND IN EACH SUCH CASE DIRECTING SUCH L/C
ISSUER NOT TO PERMIT SUCH EXTENSION.
(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 APPLICABLE L/C ISSUER WILL ALSO DELIVER TO THE
BORROWERS 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 ANY NOTICE OF A DRAWING UNDER SUCH LETTER OF CREDIT, THE APPLICABLE L/C
ISSUER SHALL NOTIFY THE BORROWERS AND THE ADMINISTRATIVE AGENT THEREOF.
IN THE
CASE OF A LETTER OF CREDIT DENOMINATED IN AN ALTERNATIVE CURRENCY, THE
APPLICABLE BORROWER SHALL REIMBURSE APPLICABLE L/C ISSUER IN SUCH ALTERNATIVE
CURRENCY, UNLESS (A) SUCH L/C ISSUER (AT ITS OPTION) SHALL HAVE SPECIFIED IN
SUCH NOTICE THAT IT WILL REQUIRE REIMBURSEMENT IN DOLLARS AND THE RELEVANT
BORROWER SHALL HAVE AGREED TO MAKE SUCH PAYMENT IN DOLLARS, OR (B) IN THE
ABSENCE OF ANY SUCH REQUIREMENT FOR REIMBURSEMENT IN DOLLARS, THE BORROWERS
SHALL HAVE NOTIFIED SUCH L/C ISSUER PROMPTLY FOLLOWING RECEIPT OF THE NOTICE OF
DRAWING THAT THE BORROWERS WILL REIMBURSE SUCH L/C ISSUER IN DOLLARS.
IN THE
CASE OF ANY SUCH REIMBURSEMENT IN DOLLARS OF A DRAWING UNDER A LETTER OF CREDIT
DENOMINATED IN AN ALTERNATIVE CURRENCY, THE APPLICABLE L/C ISSUER