TO THE AMOUNT OF SUCH PARTICIPATION.
(B)
TO REQUEST THE ISSUANCE OF A LETTER OF
CREDIT (OR ANY AMENDMENT, RENEWAL OR EXTENSION OF AN OUTSTANDING LETTER OF
CREDIT), THE BORROWER SHALL GIVE THE ISSUING BANK AND THE ADMINISTRATIVE AGENT
IRREVOCABLE WRITTEN NOTICE AT LEAST THREE (3) BUSINESS DAYS PRIOR TO THE
REQUESTED DATE OF SUCH ISSUANCE SPECIFYING THE DATE (WHICH SHALL BE A BUSINESS
DAY) SUCH LETTER OF CREDIT IS TO BE ISSUED (OR AMENDED, EXTENDED OR RENEWED, AS
THE CASE MAY BE), THE EXPIRATION DATE OF SUCH LETTER OF CREDIT, THE AMOUNT OF
SUCH LETTER OF CREDIT, THE NAME AND ADDRESS OF THE BENEFICIARY THEREOF AND SUCH
OTHER INFORMATION AS SHALL BE NECESSARY TO PREPARE, AMEND, RENEW OR EXTEND SUCH
LETTER OF CREDIT.
IN ADDITION TO THE SATISFACTION OF THE CONDITIONS IN
ARTICLE III, THE ISSUANCE OF SUCH LETTER OF CREDIT (OR ANY AMENDMENT WHICH
INCREASES THE AMOUNT OF SUCH LETTER OF CREDIT) WILL BE SUBJECT TO THE FURTHER
CONDITIONS THAT SUCH LETTER OF CREDIT SHALL BE IN SUCH FORM
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AND CONTAIN SUCH TERMS AS THE ISSUING BANK SHALL APPROVE AND THAT THE BORROWER
SHALL HAVE EXECUTED AND DELIVERED ANY ADDITIONAL APPLICATIONS, AGREEMENTS AND
INSTRUMENTS RELATING TO SUCH LETTER OF CREDIT AS THE ISSUING BANK SHALL
REASONABLY REQUIRE; 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 2.21(A) OR THAT ONE OR MORE CONDITIONS SPECIFIED IN ARTICLE III 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 BORROWER SHALL BE IRREVOCABLY AND UNCONDITIONALLY OBLIGATED
TO REIMBURSE THE ISSUING BANK FOR ANY LC DISBURSEMENTS