COPY OF SUCH L/C APPLICATION FROM BORROWER AND, IF
NOT, THE L/C ISSUER WILL PROVIDE THE LENDER WITH A COPY THEREOF.
UNLESS THE L/C
ISSUER HAS RECEIVED WRITTEN NOTICE FROM THE LENDER OR ANY LOAN PARTY, AT LEAST
ONE BUSINESS DAY PRIOR TO THE REQUESTED DATE OF ISSUANCE OR AMENDMENT OF THE
APPLICABLE LETTER OF CREDIT, THAT ONE OR MORE APPLICABLE CONDITIONS IN ARTICLE
IV SHALL NOT THEN BE SATISFIED, THEN, SUBJECT TO THE TERMS AND CONDITIONS
HEREOF, THE L/C ISSUER SHALL, ON THE REQUESTED DATE, ISSUE A LETTER OF CREDIT
FOR THE ACCOUNT OF BORROWER (OR THE APPLICABLE SUBSIDIARY) OR ENTER INTO THE
APPLICABLE AMENDMENT, AS THE CASE MAY BE, IN EACH CASE IN ACCORDANCE WITH THE
L/C ISSUER'S USUAL AND CUSTOMARY BUSINESS PRACTICES.
IMMEDIATELY UPON THE
ISSUANCE OF EACH LETTER OF CREDIT, THE LENDER SHALL BE DEEMED TO, AND HEREBY
IRREVOCABLY AND UNCONDITIONALLY AGREES TO, PURCHASE FROM THE L/C ISSUER A RISK
PARTICIPATION IN SUCH LETTER OF CREDIT IN THE AMOUNT OF SUCH LETTER OF CREDIT.
(III)
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 L/C ISSUER WILL ALSO DELIVER TO BORROWER AND THE
LENDER A TRUE AND COMPLETE COPY OF SUCH LETTER OF CREDIT OR AMENDMENT.
22
(IV)
IF BORROWER SO REQUESTS IN ANY APPLICABLE L/C APPLICATION, THE L/C
ISSUER MAY, IN ITS SOLE AND ABSOLUTE DISCRETION, AGREE TO ISSUE A LETTER OF
CREDIT THAT HAS AUTOMATIC EXTENSION PROVISIONS (EACH, AN "AUTO-EXTENSION LETTER
OF CREDIT"); PROVIDED THAT ANY SUCH AUTO-EXTENSION LETTER OF CREDIT MUST PERMIT
THE 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 L/C ISSUER,
BORROWER SHALL NOT BE REQUIRED TO MAKE A SPECIFIC REQUEST TO THE L/C ISSUER FOR
ANY SUCH EXTENSION.
ONCE AN AUTO-EXTENSION LETTER OF CREDIT HAS BEEN ISSUED,
THE LENDER SHALL BE DEEMED TO HAVE AUTHORIZED (BUT MAY NOT REQUIRE) THE L/C
ISSUER TO PERMIT THE EXTENSION OF SUCH LETTER OF CREDIT AT ANY TIME TO AN EXPIRY
DATE NOT LATER THAN THE L/C EXPIRATION DATE; PROVIDED, HOWEVER, THAT THE L/C
ISSUER SHALL NOT PERMIT ANY SUCH EXTENSION IF (A) THE L/C ISSUER HAS DETERMINED
THAT IT WOULD NOT BE PERMITTED, OR WOULD HAVE NO 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 2.03(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 (1) FROM THE