REQUIRE.
ADDITIONALLY, THE BORROWER REPRESENTATIVE SHALL FURNISH
TO THE L/C ISSUER AND THE ADMINISTRATIVE AGENT SUCH OTHER DOCUMENTS AND
INFORMATION PERTAINING TO SUCH REQUESTED LETTER OF CREDIT ISSUANCE OR AMENDMENT,
INCLUDING ANY ISSUER DOCUMENTS, AS THE L/C ISSUER OR THE ADMINISTRATIVE AGENT
MAY REASONABLY REQUIRE.
(II)
PROMPTLY AFTER RECEIPT OF ANY LETTER OF CREDIT APPLICATION, 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 APPLICATION FROM THE BORROWER REPRESENTATIVE 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 IN ARTICLE IV SHALL NOT THEN BE SATISFIED, THEN, SUBJECT
TO THE TERMS AND CONDITIONS HEREOF, THE L/C ISSUER SHALL, ON THE REQUESTED DATE,
ISSUE A LETTER OF CREDIT FOR THE ACCOUNT OF THE APPLICABLE BORROWER OR DOMESTIC
SUBSIDIARY OF A BORROWER 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.
IMMEDIATELY UPON THE ISSUANCE OF EACH LETTER OF CREDIT,
EACH REVOLVING LENDER SHALL BE DEEMED TO, AND HEREBY IRREVOCABLY AND
UNCONDITIONALLY AGREES TO, PURCHASE FROM THE L/C ISSUER OR ADMINISTRATIVE AGENT,
AS APPLICABLE A PARTICIPATION INTEREST IN SUCH LETTER OF CREDIT OR THE
UNDERLYING L/C GUARANTY, AS APPLICABLE, IN AN AMOUNT EQUAL TO THE PRODUCT OF
SUCH REVOLVING LENDER'S PRO RATA SHARE TIMES THE FACE AMOUNT OF SUCH LETTER OF
CREDIT.
(III)
IF THE BORROWER REPRESENTATIVE SO REQUESTS IN ANY APPLICABLE
LETTER OF CREDIT APPLICATION, 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
40
TIME SUCH LETTER OF CREDIT IS ISSUED.
UNLESS OTHERWISE DIRECTED BY THE L/C
ISSUER, THE BORROWER REPRESENTATIVE 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