HAVE
THE RIGHT, ON ANY DAY, PERMANENTLY TO TERMINATE OR REDUCE THE LETTER OF CREDIT
COMMITMENT IN WHOLE OR IN PART, PROVIDED THAT, AFTER GIVING EFFECT TO SUCH
TERMINATION OR REDUCTION, THE LETTERS OF CREDIT OUTSTANDING SHALL NOT EXCEED THE
LETTER OF CREDIT COMMITMENT.
3.2.
Letter of Credit Requests.
(A)
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 FIVE (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 A
FORM REASONABLY ACCEPTABLE TO THE LETTER OF CREDIT ISSUER AND THE ADMINISTRATIVE
AGENT (EACH A "LETTER OF CREDIT REQUEST").
THE ADMINISTRATIVE AGENT SHALL
PROMPTLY TRANSMIT COPIES OF EACH LETTER OF CREDIT REQUEST TO EACH LENDER.
(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(B).
3.3.
Letter of Credit Participations.
(A)
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 COMMITMENT (EACH SUCH OTHER
LENDER, IN ITS CAPACITY UNDER THIS SECTION 3.3, AN "L/C PARTICIPANT"), AND EACH
SUCH L/C 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 (EACH AN "L/C PARTICIPATION"),
TO THE EXTENT OF SUCH L/C PARTICIPANT'S APPLICABLE PERCENTAGE OF 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, 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
L/C PARTICIPANTS AS PROVIDED IN SECTION 4.1(B) AND THE L/C PARTICIPANTS SHALL
HAVE NO RIGHT TO RECEIVE ANY PORTION OF ANY FRONTING FEES).
(B)
IN DETERMINING WHETHER TO PAY UNDER ANY LETTER OF CREDIT, THE
LETTER OF CREDIT ISSUER SHALL HAVE NO OBLIGATION RELATIVE TO THE L/C
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 OMITTED TO BE TAKEN BY THE LETTER OF CREDIT ISSUER UNDER OR IN CONNECTION
WITH ANY LETTER OF CREDIT ISSUED BY IT, IF TAKEN OR OMITTED IN THE ABSENCE OF
GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, SHALL NOT CREATE FOR THE LETTER OF
CREDIT ISSUER ANY RESULTING LIABILITY.
(C)
IN THE EVENT THAT THE LETTER OF CREDIT ISSUER MAKES ANY PAYMENT
UNDER ANY LETTER OF CREDIT ISSUED BY