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 ISSUING BANK,
THE BORROWER SHALL NOT BE REQUIRED TO MAKE A SPECIFIC REQUEST TO THE ISSUING
BANK 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
ISSUING BANK 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 REFERENCED IN
CLAUSE (C) BELOW; PROVIDED, HOWEVER, THAT THE ISSUING BANK SHALL NOT PERMIT
ANYSUCH EXTENSION IF (A) THE ISSUING BANK HAS DETERMINED THAT IT WOULD NOT BE
PERMITTED AT SUCH TIME TO ISSUE SUCH LETTER OF CREDIT IN ITS REVISED FORM (AS
EXTENDED) 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 SEVEN BUSINESS DAYS BEFORE
THE NON-EXTENSION NOTICE DATE (1) FROM THE ADMINISTRATIVE AGENT THAT THE
REQUIRED LENDERS HAVE ELECTED NOT TO PERMIT SUCH EXTENSION 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, AND IN
EACH SUCH CASE DIRECTING THE ISSUING BANK NOT TO PERMIT SUCH EXTENSION. THE
ISSUING BANK SHALL NOT BE UNDER ANY OBLIGATION TO ISSUE ANY LETTER OF CREDIT
IF:
(A) ANY ORDER, JUDGMENT OR DECREE OF ANY GOVERNMENTAL AUTHORITY OR
ARBITRATOR SHALL BY ITS TERMS PURPORT TO ENJOIN OR RESTRAIN THE ISSUING BANK
FROM ISSUING THE LETTER OF CREDIT, OR ANY LAW APPLICABLE TO THE ISSUING BANK OR
ANY REQUEST OR DIRECTIVE (WHETHER OR NOT HAVING THE FORCE OF LAW) FROM ANY
GOVERNMENTAL AUTHORITY WITH JURISDICTION OVER THE ISSUING BANK SHALL PROHIBIT,
OR REQUEST THAT THE ISSUING BANK REFRAIN FROM, THE ISSUANCE OF LETTERS OF CREDIT
GENERALLY OR THE LETTER OF CREDIT IN PARTICULAR OR SHALL IMPOSE UPON THE ISSUING
BANK WITH RESPECT TO THE LETTER OF CREDIT ANY RESTRICTION, RESERVE OR CAPITAL
REQUIREMENT (FOR WHICH THE ISSUING BANK IS NOT OTHERWISE COMPENSATED HEREUNDER)
NOT IN EFFECT ON THE CLOSING DATE, OR SHALL IMPOSE UPON THE ISSUING BANK ANY
UNREIMBURSED LOSS, COST OR EXPENSE WHICH WAS NOT APPLICABLE ON THE CLOSING DATE
AND WHICH THE ISSUING BANK IN GOOD FAITH DEEMS MATERIAL TO IT; OR (B) THE
ISSUANCE OF THE LETTER OF CREDIT WOULD VIOLATE ONE OR MORE POLICIES OF THE
ISSUING BANK APPLICABLE TO LETTERS OF CREDIT GENERALLY.
(C)
EXPIRATION DATE.
EACH LETTER OF CREDIT SHALL EXPIRE AT OR
PRIOR TO THE CLOSE OF BUSINESS ON THE DATE ONE YEAR AFTER THE DATE OF THE
ISSUANCE OF SUCH LETTER OF CREDIT (OR, IN THE CASE OF ANY RENEWAL OR EXTENSION
THEREOF, ONE YEAR AFTER SUCH