OR AMENDMENT, INCLUDING ANY L/C RELATED DOCUMENTS, AS THE ISSUING BANK OR THE
ADMINISTRATIVE AGENT MAY REQUIRE.
(II)
PROMPTLY AFTER RECEIPT OF ANY LETTER OF
CREDIT APPLICATION, THE ISSUING BANK WILL CONFIRM WITH THE ADMINISTRATIVE AGENT
(BY TELEPHONE OR IN WRITING) THAT THE ADMINISTRATIVE AGENT HAS RECEIVED A COPY
OF SUCH LETTER OF CREDIT APPLICATION FROM COMPANY AND, IF NOT, THE ISSUING BANK
WILL PROVIDE THE ADMINISTRATIVE AGENT WITH A COPY THEREOF.
UNLESS THE ISSUING
BANK HAS RECEIVED WRITTEN NOTICE FROM ANY LENDER, THE ADMINISTRATIVE AGENT OR
ANY CREDIT 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 SECTION 3 SHALL NOT THEN BE SATISFIED, THEN,
SUBJECT TO THE TERMS AND CONDITIONS HEREOF, THE ISSUING BANK SHALL, ON THE
REQUESTED DATE, ISSUE A LETTER OF CREDIT FOR THE ACCOUNT OF COMPANY OR ENTER
INTO THE APPLICABLE AMENDMENT, AS THE CASE MAY BE, IN EACH CASE IN ACCORDANCE
WITH THE ISSUING BANK'S USUAL AND CUSTOMARY BUSINESS PRACTICES.
IMMEDIATELY
UPON THE ISSUANCE OF EACH LETTER OF CREDIT, EACH LENDER SHALL BE DEEMED TO, AND
HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREES TO, PURCHASE FROM THE ISSUING BANK
A RISK PARTICIPATION IN SUCH LETTER OF CREDIT IN AN AMOUNT EQUAL TO THE PRODUCT
OF SUCH LENDER'S APPLICABLE PERCENTAGE TIMES THE AMOUNT OF SUCH LETTER OF
CREDIT.
(III)
IF COMPANY SO REQUESTS IN ANY APPLICABLE
LETTER OF CREDIT APPLICATION, THE ISSUING BANK 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 ISSUING BANK 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-RENEWAL 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, COMPANY 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; PROVIDED, HOWEVER, THAT THE ISSUING BANK
SHALL NOT PERMIT ANY SUCH EXTENSION IF (A) THE ISSUING BANK 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,
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-RENEWAL NOTICE DATE
(1) FROM THE ADMINISTRATIVE AGENT THAT