ISSUER
A RISK PARTICIPATION IN SUCH LETTER OF CREDIT IN AN AMOUNT EQUAL TO THE PRODUCT
OF SUCH LENDER'S PRO RATA SHARE TIMES THE AMOUNT OF SUCH LETTER OF CREDIT.
53
(III)
IF THE COMPANY SO REQUESTS IN ANY APPLICABLE LETTER OF CREDIT
APPLICATION, THE RELEVANT L/C ISSUER SHALL AGREE TO ISSUE A LETTER OF CREDIT
THAT HAS AUTOMATIC RENEWAL PROVISIONS (EACH, AN "AUTO-RENEWAL LETTER OF
CREDIT"); PROVIDED THAT ANY SUCH AUTO-RENEWAL LETTER OF CREDIT MUST PERMIT THE
RELEVANT L/C ISSUER TO PREVENT ANY SUCH RENEWAL 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
"NONRENEWAL 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
RELEVANT L/C ISSUER, THE COMPANY SHALL NOT BE REQUIRED TO MAKE A SPECIFIC
REQUEST TO THE RELEVANT L/C ISSUER FOR ANY SUCH RENEWAL.
ONCE AN AUTO-RENEWAL
LETTER OF CREDIT HAS BEEN ISSUED, THE LENDERS SHALL BE DEEMED TO HAVE AUTHORIZED
(BUT MAY NOT REQUIRE) THE RELEVANT L/C ISSUER TO PERMIT THE RENEWAL OF SUCH
LETTER OF CREDIT AT ANY TIME TO AN EXPIRY DATE NOT LATER THAN THE LETTER OF
CREDIT EXPIRATION DATE; PROVIDED THAT THE RELEVANT L/C ISSUER SHALL NOT PERMIT
ANY SUCH RENEWAL IF (A) THE RELEVANT L/C ISSUER HAS DETERMINED THAT IT WOULD
HAVE NO OBLIGATION AT SUCH TIME TO ISSUE SUCH LETTER OF CREDIT IN ITS RENEWED
FORM UNDER THE TERMS HEREOF (BY REASON OF THE PROVISIONS OF
SECTION 2.03(A)(II) OR SECTION 2.03(A)(III) OR OTHERWISE), OR (B) IT HAS
RECEIVED NOTICE (WHICH MAY BE BY TELEPHONE OR IN WRITING) ON OR BEFORE THE DAY
THAT IS FIVE (5) BUSINESS DAYS BEFORE THE NONRENEWAL NOTICE DATE FROM THE
ADMINISTRATIVE AGENT, ANY REVOLVING CREDIT LENDER OR THE COMPANY THAT ONE OR
MORE OF THE APPLICABLE CONDITIONS SPECIFIED IN SECTION 4.02 IS NOT THEN
SATISFIED.
(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 RELEVANT L/C ISSUER WILL ALSO DELIVER TO THE COMPANY 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 RELEVANT L/C ISSUER SHALL NOTIFY PROMPTLY THE COMPANY
AND THE ADMINISTRATIVE AGENT THEREOF.
NOT LATER THAN 1:00 P.M. ON (X) IF NOTICE
THAT A PAYMENT IS MADE ON ANY DATE BY AN L/C ISSUER UNDER A LETTER OF CREDIT IS
RECEIVED BY THE COMPANY ON OR BEFORE 11:00 A.M. (NEW YORK TIME), THE BUSINESS
DAY IMMEDIATELY FOLLOWING SUCH DATE OR (Y) IF NOTICE THAT A PAYMENT IS MADE ON
ANY DATE BY AN L/C ISSUER UNDER A LETTER OF CREDIT IS