CONTAINED IN THIS AGREEMENT AND THE OTHER
LOAN DOCUMENTS, UPON THE RECEIPT OF A NOTICE IN ACCORDANCE WITH
SECTION 2.3(B) REQUESTING THE ISSUANCE OF A LETTER OF CREDIT, THE FRONTING BANK
SHALL ISSUE A LETTER OF CREDIT OR LETTERS OF CREDIT IN SUCH FORM AS IS
REASONABLY ACCEPTABLE TO THE BORROWER (SUBJECT TO THE PROVISIONS OF
SECTION 2.3(B)) IN DOLLARS AND IN AN AMOUNT OR AMOUNTS EQUAL TO THE AMOUNT OR
AMOUNTS REQUESTED BY THE BORROWER.
(C)
EACH LETTER OF CREDIT SHALL BE ISSUED IN THE MINIMUM AMOUNT OF
$100,000 OR SUCH LESSER AMOUNT AS MAY BE AGREED TO BY THE FRONTING BANK.
(D)
THE LETTER OF CREDIT USAGE SHALL BE NO MORE THAN $75,000,000.
(E)
WITHOUT THE CONSENT OF THE ADMINISTRATIVE AGENT, THERE SHALL BE NO
MORE THAN TEN (10) LETTERS OF CREDIT OUTSTANDING AT ANY ONE TIME.
(F)
IN THE EVENT OF ANY REQUEST FOR A DRAWING UNDER ANY LETTER OF
CREDIT BY THE BENEFICIARY THEREUNDER, THE FRONTING BANK SHALL NOTIFY THE
BORROWER AND THE ADMINISTRATIVE AGENT (AND THE ADMINISTRATIVE AGENT SHALL NOTIFY
EACH BANK THEREOF) ON THE SAME BUSINESS DAY AS SUCH REQUEST FOR DRAWING, AND,
EXCEPT AS PROVIDED IN THIS SUBSECTION (F), THE BORROWER SHALL REIMBURSE THE
FRONTING BANK, IN IMMEDIATELY AVAILABLE FUNDS, ON THE SAME DAY ON WHICH SUCH
DRAWING IS HONORED IN AN AMOUNT EQUAL TO SUCH DRAWING. NOTWITHSTANDING ANYTHING
CONTAINED HEREIN TO THE CONTRARY, HOWEVER, UNLESS THE BORROWER SHALL HAVE
NOTIFIED THE ADMINISTRATIVE AGENT AND THE FRONTING BANK PRIOR TO 1:00 P.M. (NEW
YORK CITY TIME) ON THE BUSINESS DAY IMMEDIATELY PRECEDING THE DATE OF SUCH
DRAWING THAT THE BORROWER INTENDS TO REIMBURSE THE FRONTING BANK FOR THE AMOUNT
OF SUCH DRAWING WITH FUNDS OTHER THAN THE PROCEEDS OF THE LOANS, THE BORROWER
SHALL BE DEEMED TO HAVE TIMELY GIVEN A NOTICE OF BORROWING PURSUANT TO SECTION
2.3
49
TO THE ADMINISTRATIVE AGENT, REQUESTING A BASE RATE BORROWING OF REVOLVING
CREDIT LOANS ON THE DATE ON WHICH SUCH DRAWING IS HONORED AND IN AN AMOUNT EQUAL
TO THE SUCH DRAWING. EACH BANK SHALL, IN ACCORDANCE WITH SECTION 2.5(B), MAKE
AVAILABLE ITS PRO RATA SHARE OF SUCH BORROWING TO THE ADMINISTRATIVE AGENT, THE
PROCEEDS OF WHICH SHALL BE APPLIED DIRECTLY BY THE ADMINISTRATIVE AGENT TO
REIMBURSE THE FRONTING BANK FOR THE AMOUNT EQUAL TO THE DOLLAR EQUIVALENT AMOUNT
OF SUCH DRAW.
IN THE EVENT THAT ANY BANK FAILS TO MAKE AVAILABLE TO THE
FRONTING BANK THE AMOUNT OF SUCH BANK'S PARTICIPATION ON THE DATE OF A DRAWING,
THE FRONTING BANK SHALL BE ENTITLED TO RECOVER SUCH AMOUNT ON DEMAND FROM SUCH
BANK TOGETHER WITH INTEREST AT THE FEDERAL FUNDS RATE COMMENCING ON THE DATE
SUCH DRAWING IS HONORED.
(G)
IF, AT THE TIME A BENEFICIARY UNDER ANY LETTER OF CREDIT REQUESTS
A DRAWING THEREUNDER, AN EVENT OF DEFAULT AS DESCRIBED IN SECTION 6.1(F) OR
SECTION 6.1(G) SHALL HAVE OCCURRED AND IS CONTINUING, THEN ON THE DATE ON WHICH
THE FRONTING BANK SHALL HAVE HONORED SUCH DRAWING, THE BORROWER SHALL HAVE AN
UNREIMBURSED OBLIGATION