AGENT OF ANY MODIFICATIONS MADE TO OUTSTANDING
LETTERS OF CREDIT, OF ANY PAYMENTS MADE WITH RESPECT TO SUCH LETTERS OF CREDIT,
AND OF ANY OTHER INFORMATION REGARDING SUCH LETTERS OF CREDIT AS MAY BE
REASONABLY REQUESTED BY THE ADMINISTRATIVE AGENT, IN EACH CASE PURSUANT TO
PROCEDURES ESTABLISHED BY THE ADMINISTRATIVE AGENT.
3.3.
PARTICIPATING INTERESTS.
EFFECTIVE AS OF THE DATE OF THE ISSUANCE
OF EACH LETTER OF CREDIT (IN THE CASE OF A LETTER OF CREDIT ISSUED AFTER THE
DATE HEREOF), THE ISSUING LENDER AGREES TO ALLOT, AND DOES ALLOT, TO EACH OTHER
LENDER WITH A REVOLVING CREDIT COMMITMENT, AND EACH SUCH LENDER SEVERALLY AND
IRREVOCABLY AGREES TO TAKE AND DOES TAKE, A PARTICIPATING INTEREST IN SUCH
LETTER OF CREDIT AND THE RELATED LETTER OF CREDIT APPLICATION IN A PERCENTAGE
EQUAL TO SUCH LENDER'S REVOLVING CREDIT COMMITMENT PERCENTAGE.
ON THE DATE THAT
ANY PARTICIPATING LENDER BECOMES A PARTY TO THIS AGREEMENT IN ACCORDANCE WITH
SUBSECTION 11.6, PARTICIPATING INTERESTS IN ANY OUTSTANDING LETTER OF CREDIT
HELD BY THE LENDER FROM WHICH SUCH PARTICIPATING LENDER ACQUIRED ITS INTEREST
HEREUNDER SHALL BE PROPORTIONATELY REALLOCATED BETWEEN SUCH PARTICIPATING LENDER
AND SUCH TRANSFEROR LENDER.
EACH PARTICIPATING LENDER HEREBY AGREES THAT ITS
OBLIGATION TO PARTICIPATE IN EACH LETTER OF CREDIT ISSUED IN ACCORDANCE WITH THE
TERMS HEREOF AND TO PAY OR TO REIMBURSE THE ISSUING LENDER IN RESPECT OF SUCH
LETTER OF CREDIT FOR ITS PARTICIPATING SHARE OF THE DRAFTS DRAWN THEREUNDER
SHALL BE IRREVOCABLE AND UNCONDITIONAL; PROVIDED THAT NO PARTICIPATING LENDER
SHALL BE LIABLE FOR THE PAYMENT OF ANY AMOUNT UNDER SUBSECTION 3.4(B) RESULTING
SOLELY FROM THE ISSUING LENDER'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
28
3.4.
PAYMENTS.
(A)
THE BORROWER AGREES (I) TO REIMBURSE THE ADMINISTRATIVE AGENT FOR
THE ACCOUNT OF THE ISSUING LENDER, FORTHWITH UPON ITS DEMAND AND OTHERWISE IN
ACCORDANCE WITH THE TERMS OF THE LETTER OF CREDIT APPLICATION, IF ANY, RELATING
THERETO, FOR ANY PAYMENT MADE BY THE ISSUING LENDER UNDER ANY LETTER OF CREDIT
AND (II) TO PAY TO THE ADMINISTRATIVE AGENT FOR THE ACCOUNT OF SUCH ISSUING
LENDER, INTEREST ON ANY UNREIMBURSED PORTION OF ANY SUCH PAYMENT FROM THE DATE
OF SUCH PAYMENT UNTIL REIMBURSEMENT IN FULL THEREOF AT A FLUCTUATING RATE PER
ANNUM EQUAL TO THE RATE THEN BORNE BY REVOLVING CREDIT LOANS THAT ARE ABR LOANS
PURSUANT TO SUBSECTION 4.1(B) PLUS 2% PER ANNUM.
(B)
IN THE EVENT THAT THE ISSUING LENDER MAKES A PAYMENT UNDER ANY
LETTER OF CREDIT AND IS NOT REIMBURSED IN FULL THEREFOR, FORTHWITH UPON DEMAND
OF THE ISSUING LENDER, AND OTHERWISE IN ACCORDANCE WITH THE TERMS HEREOF OR OF
THE LETTER OF CREDIT APPLICATION, IF ANY, RELATING TO SUCH LETTER OF CREDIT, THE
ISSUING LENDER WILL PROMPTLY THROUGH THE ADMINISTRATIVE AGENT NOTIFY EACH
PARTICIPATING LENDER THAT ACQUIRED ITS PARTICIPATING INTEREST IN SUCH LETTER OF
CREDIT FROM THE ISSUING LENDER OR PURSUANT TO AN ASSIGNMENT AS PROVIDED IN
SUBSECTION 11.6(C).
NO LATER THAN (X) THE CLOSE OF BUSINESS ON THE DATE SUCH
NOTICE IS GIVEN IF SUCH NOTICE IS GIVEN BY 12:00 NOON (NEW