CREDIT REQUEST, THE L/C
ISSUER WILL CONFIRM WITH THE ADMINISTRATIVE AGENT (BY TELEPHONE OR IN WRITING)
THAT THE ADMINISTRATIVE AGENT HAS RECEIVED A COPY OF SUCH LETTER OF CREDIT
REQUEST FROM THE BORROWER AND, IF NOT, THE L/C ISSUER WILL PROVIDE THE
ADMINISTRATIVE AGENT WITH A COPY THEREOF.
UNLESS THE L/C ISSUER HAS RECEIVED
WRITTEN NOTICE FROM ANY REVOLVING LENDER, THE ADMINISTRATIVE AGENT 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 CONTAINED IN ARTICLE IV SHALL NOT THEN BE SATISFIED, THEN, SUBJECT TO
THE TERMS AND CONDITIONS THEREOF, THE L/C ISSUER SHALL, ON THE REQUESTED DATE,
ISSUE A LETTER OF CREDIT FOR THE ACCOUNT OF THE 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.
(III)
IF THE BORROWER SO REQUESTS IN ANY APPLICABLE LETTER OF CREDIT
REQUEST, 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, THE 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 REVOLVING LENDERS 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 A DATE NOT LATER THAN THE
LETTER OF CREDIT 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 THE PROVISIONS OF SUBSECTION (B)(I) OR (II) ABOVE 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 (X) FROM THE ADMINISTRATIVE AGENT THAT THE REQUIRED
REVOLVING LENDERS HAVE ELECTED NOT TO PERMIT SUCH EXTENSION OR (Y) FROM THE
ADMINISTRATIVE AGENT, ANY REVOLVING LENDER OR ANY LOAN PARTY THAT ONE OR MORE OF
THE APPLICABLE CONDITIONS SPECIFIED IN SECTION 4.04 IS NOT THEN SATISFIED, AND
IN EACH SUCH CASE DIRECTING THE L/C ISSUER NOT TO PERMIT SUCH EXTENSION.
(IV)