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 RENEWAL OR EXTENSION) AND
(II) THE DATE THAT IS FIVE BUSINESS DAYS PRIOR TO THE EXTENDED TERM MATURITY
DATE, PROVIDED, THAT EACH STANDBY LETTER OF CREDIT MAY, UPON THE REQUEST OF THE
BORROWERS, INCLUDE A PROVISION WHEREBY SUCH LETTER OF CREDIT SHALL BE RENEWED
AUTOMATICALLY FOR ADDITIONAL CONSECUTIVE PERIODS OF 12 MONTHS OR LESS (BUT NOT
BEYOND THE DATE THAT IS FIVE BUSINESS DAYS PRIOR TO THE EXTENDED TERM MATURITY
DATE) UNLESS THE APPLICABLE ISSUING BANK NOTIFIES THE BENEFICIARY THEREOF AT
LEAST 30 DAYS PRIOR TO THE THEN APPLICABLE EXPIRATION DATE THAT SUCH LETTER OF
CREDIT WILL NOT BE RENEWED.
(C)
EACH COMMERCIAL LETTER OF CREDIT SHALL
EXPIRE AT OR PRIOR TO THE CLOSE OF BUSINESS ON THE EARLIER OF (I) THE DATE THAT
IS 120 DAYS AFTER THE DATE OF THE ISSUANCE OF SUCH COMMERCIAL LETTER OF CREDIT
AND (II) THE DATE THAT IS FIVE BUSINESS DAYS PRIOR TO THE EXTENDED TERM MATURITY
DATE.
(D)
DRAFTS DRAWN UNDER ANY LETTER OF CREDIT
SHALL BE REIMBURSED BY THE BORROWERS IN DOLLARS ON THE NEXT BUSINESS DAY OF ANY
SUCH PAYMENT THEREOF BY AN ISSUING BANK BY PAYING TO THE ADMINISTRATIVE AGENT AN
AMOUNT EQUAL TO SUCH DRAWING NOT LATER THAN 3:00 P.M. ON SUCH DATE, PROVIDED,
THAT THE BORROWERS MAY, SUBJECT TO THE CONDITIONS TO BORROWING SET FORTH HEREIN,
REQUEST IN ACCORDANCE WITH SECTION 2.3 THAT SUCH PAYMENT BE FINANCED WITH A
REVOLVING LOAN CONSISTING OF A BASE RATE LOAN OR SWINGLINE LOAN IN AN EQUIVALENT
AMOUNT AND, TO THE EXTENT SO FINANCED, THE BORROWERS' OBLIGATION TO MAKE SUCH
PAYMENT SHALL BE DISCHARGED AND REPLACED BY THE RESULTING BASE RATE LOAN OR
SWINGLINE LOAN.
EACH ISSUING BANK SHALL, PROMPTLY FOLLOWING ITS RECEIPT
THEREOF, EXAMINE ALL DOCUMENTS PURPORTING TO REPRESENT A DEMAND FOR PAYMENT
UNDER A LETTER OF CREDIT.
EACH ISSUING BANK SHALL PROMPTLY NOTIFY THE
ADMINISTRATIVE AGENT AND THE BORROWERS BY TELEPHONE (CONFIRMED BY TELECOPY) OF
SUCH DEMAND FOR PAYMENT AND WHETHER SUCH ISSUING BANK HAS MADE OR WILL MAKE
PAYMENT THEREUNDER (WHICH PAYMENT SHALL NOT BE MADE UNTIL TWO (2) BUSINESS DAYS
AFTER SUCH NOTICE FROM SUCH ISSUING BANK TO THE BORROWERS), PROVIDED, THAT ANY
FAILURE TO GIVE OR DELAY IN GIVING SUCH NOTICE SHALL NOT RELIEVE THE BORROWERS
OF THEIR OBLIGATION TO REIMBURSE SUCH ISSUING BANK AND THE LENDERS WITH RESPECT
TO ANY SUCH PAYMENT.
(E)
IF ANY ISSUING BANK SHALL MAKE ANY L/C
DISBURSEMENT, THEN, UNLESS THE BORROWERS SHALL REIMBURSE SUCH ISSUING BANK IN
FULL ON THE DATE SUCH PAYMENT IS MADE, THE UNPAID AMOUNT THEREOF SHALL BEAR
INTEREST, FOR EACH DAY FROM AND INCLUDING THE DATE SUCH PAYMENT IS MADE TO BUT
EXCLUDING THE DATE THAT THE BORROWERS REIMBURSE SUCH ISSUING BANK THEREFOR, AT
THE RATE PER ANNUM THEN APPLICABLE TO BASE RATE LOANS FOR EXTENDING LENDERS,
PROVIDED, THAT IF THE BORROWERS FAIL TO REIMBURSE SUCH ISSUING BANK