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 ISSUING BANK 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
IN EACH SUCH TWELVE-MONTH PERIOD TO BE AGREED UPON AT THE TIME SUCH LETTER OF
CREDIT IS ISSUED.
UNLESS OTHERWISE DIRECTED BY THE ISSUING BANK, THE BORROWERS
SHALL NOT BE REQUIRED TO MAKE A SPECIFIC REQUEST TO THE ISSUING BANK FOR ANY
SUCH RENEWAL.
30
ONCE AN AUTO-RENEWAL LETTER OF CREDIT HAS BEEN ISSUED, THE ISSUING BANK SHALL,
SUBJECT TO THE TERMS AND CONDITIONS SET FORTH HEREIN, PERMIT THE RENEWAL OF SUCH
LETTER OF CREDIT TO AN EXPIRY DATE NOT LATER THAN THE APPLICABLE LETTER OF
CREDIT EXPIRATION DATE; PROVIDED, HOWEVER, THAT THE ISSUING BANK SHALL HAVE NO
OBLIGATION TO PERMIT THE RENEWAL OF ANY AUTO-RENEWAL LETTER OF CREDIT AT ANY
TIME IF IT 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 2.10.1(II) OR OTHERWISE).
(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 ISSUING BANK WILL ALSO DELIVER TO THE APPLICABLE
BORROWER A TRUE AND COMPLETE COPY OF SUCH LETTER OF CREDIT OR AMENDMENT.
2.10.3
DRAWINGS AND REIMBURSEMENTS OF LETTERS OF CREDIT; FUNDING AND
REPAYMENT 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 ISSUING BANK SHALL NOTIFY
THE APPLICABLE BORROWER AND THE AGENT THEREOF.
NOT LATER THAN 1:00 P.M. (BOSTON
TIME) ON THE HONOR DATE, SUCH BORROWER SHALL REIMBURSE THE ISSUING BANK THROUGH
THE AGENT IN AN AMOUNT EQUAL TO THE AMOUNT OF SUCH DRAWING AND IN THE SAME
CURRENCY AS SUCH DRAWING.
(II)
IF THE APPLICABLE BORROWERS FAIL TO REIMBURSE THE ISSUING BANK
FOR ANY DRAWING UNDER ANY LETTER OF CREDIT (THE "UNREIMBURSED AMOUNT") ON THE
HONOR DATE AS SET FORTH IN SECTION 2.10.3(I), THE AGENT SHALL PROMPTLY NOTIFY
EACH BANK OF THE HONOR DATE, THE UNREIMBURSED AMOUNT AND THE AMOUNT OF SUCH
BANK'S COMMITMENT PERCENTAGE THEREOF.
IN SUCH EVENT, THE APPLICABLE BORROWERS
SHALL BE DEEMED TO HAVE MADE A REQUEST FOR A LIBOR ADVANTAGE LOAN IN DOLLARS TO
BE DISBURSED ON THE HONOR DATE IN AN AMOUNT EQUAL TO THE UNREIMBURSED AMOUNT
CALCULATED AS OF THE HONOR DATE, WITHOUT REGARD TO THE MINIMUM AND MULTIPLES
SPECIFIED IN SECTION 2.5.4 BUT SUBJECT TO THE REVOLVING CREDIT COMMITMENT AND
THE APPLICABLE CONDITIONS SET FORTH IN SECTION 4.
ANY NOTICE GIVEN BY THE
ISSUING BANK OR THE AGENT PURSUANT TO THIS SECTION 2.10.3(II) MAY BE GIVEN BY
TELEPHONE IF IMMEDIATELY CONFIRMED IN