OF SUCH LETTER
OF CREDIT) BY GIVING PRIOR NOTICE TO THE BENEFICIARY THEREOF NOT LATER THAN A
DAY (THE "NONEXTENSION 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 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 AN EXPIRY 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 UNDER THE TERMS HEREOF (BY REASON OF THE PROVISIONS
OF SECTION 2.03(A)(II) OR OTHERWISE), OR
48
(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 NONEXTENSION NOTICE DATE
(1) FROM THE ADMINISTRATIVE AGENT THAT THE REQUIRED LENDERS HAVE ELECTED NOT TO
PERMIT SUCH EXTENSION, (2) FROM THE ADMINISTRATIVE AGENT, ANY REVOLVING CREDIT
LENDER OR ANY LOAN PARTY THAT ONE OR MORE OF THE APPLICABLE CONDITIONS SPECIFIED
IN SECTION 4.02 IS NOT THEN SATISFIED, AND IN EACH SUCH CASE DIRECTING THE L/C
ISSUER NOT TO PERMIT SUCH EXTENSION OR (3) FROM THE BORROWER DIRECTING THE L/C
ISSUER NOT TO PERMIT SUCH EXTENSION.
(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 L/C ISSUER WILL ALSO DELIVER TO THE BORROWER AND
THE ADMINISTRATIVE AGENT A TRUE AND COMPLETE COPY OF SUCH LETTER OF CREDIT OR
AMENDMENT.
(C)
DRAWINGS AND REIMBURSEMENTS; FUNDING 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 L/C ISSUER SHALL NOTIFY THE BORROWER AND THE
ADMINISTRATIVE AGENT THEREOF.
IF THE L/C ISSUER NOTIFIES THE BORROWER OF SUCH
PAYMENT PRIOR TO 1:00 P.M. ON THE DATE OF ANY PAYMENT BY THE L/C ISSUER UNDER A
LETTER OF CREDIT (EACH SUCH DATE, AN "HONOR DATE"), THE BORROWER SHALL REIMBURSE
THE L/C ISSUER THROUGH THE ADMINISTRATIVE AGENT IN AN AMOUNT EQUAL TO THE AMOUNT
OF SUCH DRAWING; PROVIDED, THAT IF SUCH NOTICE IS NOT PROVIDED TO THE BORROWER
PRIOR TO 1:00 P.M. ON THE HONOR DATE, THEN THE BORROWER SHALL REIMBURSE THE L/C
ISSUER THROUGH THE ADMINISTRATIVE AGENT IN AN AMOUNT EQUAL TO THE AMOUNT OF SUCH
DRAWING ON THE NEXT SUCCEEDING BUSINESS DAY AND SUCH EXTENSION OF TIME SHALL BE
REFLECTED IN COMPUTING FEES IN RESPECT OF ANY SUCH LETTER OF CREDIT.
IF THE
BORROWER FAILS TO SO