SHALL 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
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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