PARTIES ORIGINALLY
DELIVERING SUCH NOTICE OR (Y) THE WAIVER OF SUCH DEFAULT OR EVENT OF DEFAULT IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 13.1.
3.2
LETTER OF CREDIT REQUESTS WHENEVER THE BORROWER DESIRES THAT A
LETTER OF CREDIT BE ISSUED FOR ITS ACCOUNT, IT SHALL GIVE THE ADMINISTRATIVE
AGENT AND THE LETTER OF CREDIT ISSUER AT LEAST TWO (OR SUCH LESSER NUMBER AS MAY
BE AGREED UPON BY THE ADMINISTRATIVE AGENT AND THE LETTER OF CREDIT ISSUER)
BUSINESS DAYS' WRITTEN NOTICE THEREOF.
EACH NOTICE SHALL BE EXECUTED BY THE
BORROWER AND SHALL BE IN THE FORM OF EXHIBIT F (EACH, A "LETTER OF CREDIT
REQUEST").
THE ADMINISTRATIVE AGENT SHALL PROMPTLY TRANSMIT COPIES OF EACH
LETTER OF CREDIT REQUEST TO EACH LENDER.
60
(B)
THE MAKING OF EACH LETTER OF CREDIT REQUEST SHALL BE DEEMED TO BE
A REPRESENTATION AND WARRANTY BY THE BORROWER THAT THE LETTER OF CREDIT MAY BE
ISSUED IN ACCORDANCE WITH, AND WILL NOT VIOLATE THE REQUIREMENTS OF,
SECTION 3.1.
3.3
LETTER OF CREDIT PARTICIPATIONS IMMEDIATELY UPON THE ISSUANCE BY
THE LETTER OF CREDIT ISSUER OF ANY LETTER OF CREDIT, THE LETTER OF CREDIT ISSUER
SHALL BE DEEMED TO HAVE SOLD AND TRANSFERRED TO EACH OTHER LENDER THAT HAS A
REVOLVING CREDIT COMMITMENT (EACH SUCH OTHER LENDER, IN ITS CAPACITY UNDER THIS
SECTION 3.3(A), A "LETTER OF CREDIT PARTICIPANT"), AND EACH SUCH LETTER OF
CREDIT PARTICIPANT SHALL BE DEEMED IRREVOCABLY AND UNCONDITIONALLY TO HAVE
PURCHASED AND RECEIVED FROM THE LETTER OF CREDIT ISSUER, WITHOUT RECOURSE OR
WARRANTY, AN UNDIVIDED INTEREST AND PARTICIPATION IN SUCH LETTER OF CREDIT, EACH
SUBSTITUTE LETTER OF CREDIT, EACH DRAWING MADE THEREUNDER AND THE OBLIGATIONS OF
THE BORROWER UNDER THIS AGREEMENT WITH RESPECT THERETO (EACH, A "LETTER OF
CREDIT PARTICIPATION"), PRO RATA BASED ON SUCH LETTER OF CREDIT PARTICIPANT'S
REVOLVING CREDIT COMMITMENT PERCENTAGE WITHOUT REGARD TO THE CLASS OF THE
REVOLVING CREDIT COMMITMENTS HELD BY SUCH LENDER, AND ANY SECURITY THEREFOR OR
GUARANTY PERTAINING THERETO (ALTHOUGH LETTER OF CREDIT FEES WILL BE PAID
DIRECTLY TO THE ADMINISTRATIVE AGENT FOR THE RATABLE ACCOUNT OF THE LETTER OF
CREDIT PARTICIPANTS AS PROVIDED IN SECTION 4.1(C) AND THE LETTER OF CREDIT
PARTICIPANTS SHALL HAVE NO RIGHT TO RECEIVE ANY PORTION OF ANY FRONTING FEES).
ON THE FINAL DATE FOR ANY CLASS OF REVOLVING CREDIT COMMITMENTS, SUCH
PARTICIPATIONS OF REVOLVING CREDIT LENDERS UNDER AND IN RESPECT OF SUCH
CLASS SHALL, NOTWITHSTANDING WHETHER ANY CONDITIONS SPECIFIED IN SECTION 7 ARE
THEN SATISFIED, BE AUTOMATICALLY REALLOCATED TO THE THEN REMAINING REVOLVING
CREDIT LENDERS PRO RATA BASED ON EACH SUCH LENDER'S REVOLVING CREDIT COMMITMENT
PERCENTAGE AFTER GIVING EFFECT TO SUCH FINAL DATE.
(B)
IN DETERMINING WHETHER TO PAY UNDER ANY LETTER OF CREDIT, THE
LETTER OF CREDIT ISSUER SHALL HAVE NO OBLIGATION RELATIVE TO THE LETTER OF
CREDIT PARTICIPANTS OTHER THAN TO CONFIRM THAT ANY DOCUMENTS REQUIRED TO BE
DELIVERED UNDER SUCH LETTER OF CREDIT HAVE BEEN DELIVERED AND THAT THEY APPEAR
TO COMPLY ON THEIR FACE WITH THE REQUIREMENTS OF SUCH LETTER OF CREDIT.
ANY
ACTION TAKEN OR