BY GIVING PRIOR NOTICE TO
THE BENEFICIARY THEREOF NOT LATER THAN A DAY (THE "NONRENEWAL NOTICE DATE") IN
EACH SUCH ONE YEAR PERIOD TO BE AGREED UPON AT THE TIME SUCH LETTER OF CREDIT IS
ISSUED.
UNLESS OTHERWISE DIRECTED BY THE L/C ISSUER, THE BORROWER SHALL NOT BE
REQUIRED TO MAKE A SPECIFIC REQUEST TO THE L/C ISSUER FOR ANY SUCH RENEWAL.
ONCE AN AUTO-RENEWAL LETTER OF CREDIT HAS BEEN ISSUED, THE LENDERS SHALL BE
DEEMED TO HAVE AUTHORIZED (BUT MAY NOT REQUIRE) THE L/C ISSUER TO PERMIT THE
RENEWAL OF SUCH LETTER OF CREDIT AT ANY TIME TO AN EXPIRY DATE NOT LATER THAN
ONE YEAR AFTER SUCH RENEWAL; PROVIDED, HOWEVER, THAT THE L/C ISSUER SHALL NOT
PERMIT ANY SUCH RENEWAL IF (A) THE 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, 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
NONRENEWAL NOTICE DATE (1) FROM THE ADMINISTRATIVE AGENT THAT THE REQUIRED
LENDERS HAVE ELECTED NOT TO PERMIT SUCH RENEWAL OR (2) FROM THE ADMINISTRATIVE
AGENT, ANY LENDER OR THE BORROWER THAT ONE OR MORE OF THE APPLICABLE CONDITIONS
SPECIFIED IN SECTION 4.02 IS NOT THEN SATISFIED.
19
(II)
COLLATERAL.
ON OR PRIOR TO THE DATE THAT IS FIVE BUSINESS DAYS
PRIOR TO THE MATURITY DATE, THE BORROWER SHALL COLLATERALIZE ANY LETTER OF
CREDIT WITH AN EXPIRATION DATE OCCURRING AFTER THE MATURITY DATE.
"COLLATERALIZE" SHALL MEAN TO SECURE BY CASH COLLATERAL ARRANGEMENTS AND/OR
BACKSTOP LETTERS OF CREDIT IN AN AGGREGATE AMOUNT EQUAL TO THE AGGREGATE STATED
AMOUNT OF ALL LETTERS OF CREDIT OUTSTANDING ON SUCH DATE AND OTHERWISE ON TERMS
REASONABLY SATISFACTORY TO THE L/C ISSUER.
(E)
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 L/C ISSUER OR THE LENDERS, THE L/C ISSUER
HEREBY GRANTS TO EACH LENDER, AND EACH LENDER HEREBY ACQUIRES FROM THE L/C
ISSUER, A PARTICIPATION IN SUCH LETTER OF CREDIT EQUAL TO SUCH LENDER'S
APPLICABLE PERCENTAGE OF THE AGGREGATE AMOUNT AVAILABLE TO BE DRAWN UNDER SUCH
LETTER OF CREDIT.
IN CONSIDERATION AND IN FURTHERANCE OF THE FOREGOING, EACH
LENDER HEREBY ABSOLUTELY AND UNCONDITIONALLY AGREES TO PAY TO THE ADMINISTRATIVE
AGENT, FOR THE ACCOUNT OF THE L/C ISSUER, SUCH LENDER'S APPLICABLE PERCENTAGE OF
EACH L/C DISBURSEMENT MADE BY THE L/C ISSUER AND NOT REIMBURSED BY THE BORROWER
ON THE DATE DUE AS PROVIDED IN PARAGRAPH (E) OF THIS SECTION, OR OF ANY
REIMBURSEMENT PAYMENT REQUIRED TO BE REFUNDED TO THE BORROWER FOR ANY REASON.
EACH LENDER ACKNOWLEDGES AND AGREES THAT ITS OBLIGATION TO ACQUIRE
PARTICIPATIONS PURSUANT TO THIS PARAGRAPH IN RESPECT OF LETTER OF CREDIT IS
ABSOLUTE AND UNCONDITIONAL AND SHALL NOT BE AFFECTED BY ANY CIRCUMSTANCE
WHATSOEVER, INCLUDING ANY AMENDMENT, RENEWAL OR EXTENSION OF ANY