PROVIDED, THAT IN THE EVENT OF ANY CONFLICT BETWEEN
SUCH APPLICATIONS, AGREEMENTS OR INSTRUMENTS AND THIS AGREEMENT, THE TERMS OF
THIS AGREEMENT SHALL CONTROL.
(C)
AT LEAST TWO BUSINESS DAYS PRIOR TO THE ISSUANCE OF ANY LETTER OF
CREDIT, THE ISSUING BANK WILL CONFIRM WITH THE ADMINISTRATIVE AGENT (BY
TELEPHONE OR IN WRITING) THAT THE ADMINISTRATIVE AGENT HAS RECEIVED SUCH NOTICE
AND IF NOT, THE ISSUING BANK WILL PROVIDE THE ADMINISTRATIVE AGENT WITH A COPY
THEREOF. UNLESS THE ISSUING BANK HAS RECEIVED NOTICE FROM THE ADMINISTRATIVE
AGENT ON OR BEFORE THE BUSINESS DAY IMMEDIATELY PRECEDING THE DATE THE ISSUING
BANK IS TO ISSUE THE REQUESTED LETTER OF CREDIT (1) DIRECTING THE ISSUING BANK
NOT TO ISSUE THE LETTER OF CREDIT BECAUSE SUCH ISSUANCE IS NOT THEN PERMITTED
HEREUNDER BECAUSE OF THE LIMITATIONS SET FORTH IN SECTION 2.23(A) OR THAT ONE OR
MORE CONDITIONS SPECIFIED IN ARTICLE 3 ARE NOT THEN SATISFIED, THEN, SUBJECT TO
THE TERMS AND CONDITIONS HEREOF, THE ISSUING BANK SHALL, ON THE REQUESTED DATE,
ISSUE SUCH LETTER OF CREDIT IN ACCORDANCE WITH THE ISSUING BANK'S USUAL AND
CUSTOMARY BUSINESS PRACTICES.
(D)
THE ISSUING BANK SHALL EXAMINE ALL DOCUMENTS PURPORTING TO
REPRESENT A DEMAND FOR PAYMENT UNDER A LETTER OF CREDIT PROMPTLY FOLLOWING ITS
RECEIPT THEREOF. THE ISSUING BANK SHALL NOTIFY THE BORROWER AND THE
ADMINISTRATIVE AGENT OF SUCH DEMAND FOR PAYMENT AND WHETHER THE ISSUING BANK HAS
MADE OR WILL MAKE A LC DISBURSEMENT THEREUNDER; PROVIDED, THAT ANY FAILURE TO
GIVE OR DELAY IN GIVING SUCH NOTICE SHALL NOT RELIEVE THE BORROWER OF ITS
OBLIGATION TO REIMBURSE THE ISSUING BANK AND THE LENDERS WITH RESPECT TO SUCH LC
DISBURSEMENT. THE
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BORROWER SHALL BE IRREVOCABLY AND UNCONDITIONALLY OBLIGATED TO REIMBURSE THE
ISSUING BANK FOR ANY LC DISBURSEMENTS PAID BY THE ISSUING BANK IN RESPECT OF
SUCH DRAWING, WITHOUT PRESENTMENT, DEMAND OR OTHER FORMALITIES OF ANY KIND.
UNLESS THE BORROWER SHALL HAVE NOTIFIED THE ISSUING BANK AND THE ADMINISTRATIVE
AGENT PRIOR TO 11:00 A.M. (NEW YORK TIME) ON THE BUSINESS DAY IMMEDIATELY PRIOR
TO THE DATE ON WHICH SUCH DRAWING IS HONORED THAT THE BORROWER INTENDS TO
REIMBURSE THE ISSUING BANK FOR THE AMOUNT OF SUCH DRAWING IN FUNDS OTHER THAN
FROM THE PROCEEDS OF REVOLVING LOANS, THE BORROWER SHALL BE DEEMED TO HAVE
TIMELY GIVEN A NOTICE OF REVOLVING BORROWING TO THE ADMINISTRATIVE AGENT
REQUESTING THE LENDERS TO MAKE A BASE RATE BORROWING ON THE DATE ON WHICH SUCH
DRAWING IS HONORED IN AN EXACT AMOUNT DUE TO THE ISSUING BANK; PROVIDED, THAT
FOR PURPOSES SOLELY OF SUCH BORROWING, THE CONDITIONS PRECEDENTS SET FORTH IN
SECTION 3.2 HEREOF SHALL NOT BE APPLICABLE. THE ADMINISTRATIVE AGENT SHALL
NOTIFY THE LENDERS OF SUCH BORROWING IN ACCORDANCE WITH SECTION 2.3, AND EACH
LENDER SHALL MAKE THE PROCEEDS OF ITS BASE RATE LOAN INCLUDED IN SUCH BORROWING
AVAILABLE TO THE ADMINISTRATIVE AGENT FOR THE ACCOUNT OF THE ISSUING BANK IN
ACCORDANCE WITH SECTION 2.7. THE PROCEEDS OF SUCH BORROWING SHALL BE APPLIED
DIRECTLY BY THE ADMINISTRATIVE AGENT TO REIMBURSE THE