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 2.22(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.
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 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. 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 AND THE MINIMUM BORROWING
LIMITATIONS SET FORTH IN SECTION 2.3 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 2.6.
THE PROCEEDS OF SUCH BORROWING SHALL BE APPLIED DIRECTLY BY THE
ADMINISTRATIVE AGENT TO REIMBURSE THE ISSUING BANK FOR SUCH LC DISBURSEMENT.
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 BANK) SHALL BE
OBLIGATED TO FUND THE PARTICIPATION THAT SUCH LENDER PURCHASED PURSUANT TO
SUBSECTION (A) IN AN AMOUNT EQUAL TO ITS PRO RATA SHARE OF SUCH LC DISBURSEMENT
ON AND AS OF THE DATE WHICH SUCH BASE RATE BORROWING SHOULD HAVE OCCURRED. EACH