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 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.
42
(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 ADMINISTRATIVE 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 BORROWERS OF THEIR
JOINT AND SEVERAL OBLIGATIONS TO REIMBURSE THE ISSUING BANK AND THE LENDERS WITH
RESPECT TO SUCH LC DISBURSEMENT.
THE BORROWERS SHALL BE IRREVOCABLY AND
UNCONDITIONALLY, AND JOINTLY AND SEVERALLY, 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 ADMINISTRATIVE 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
BORROWERS INTEND TO REIMBURSE THE ISSUING BANK FOR THE AMOUNT OF SUCH DRAWING IN
FUNDS OTHER THAN FROM THE PROCEEDS OF REVOLVING LOANS, THE BORROWERS 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 2.5.
THE PROCEEDS OF SUCH
BORROWING SHALL BE APPLIED DIRECTLY BY THE ADMINISTRATIVE AGENT TO REIMBURSE THE
ISSUING BANK FOR SUCH LC DISBURSEMENT.
(E)
IF FOR ANY REASON A BASE RATE BORROWING MAY NOT BE (AS DETERMINED
IN THE SOLE DISCRETION OF THE ADMINISTRATIVE AGENT), OR IS NOT, MADE IN
ACCORDANCE WITH THE FOREGOING PROVISIONS, THEN EACH LENDER (OTHER THAN THE
ISSUING