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 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 (THE "UNREIMBURSED OBLIGATION")
TO THE FRONTING BANK IN AN AMOUNT EQUAL TO THE AMOUNT OF SUCH DRAWING, WHICH
AMOUNT SHALL BEAR INTEREST
AT THE ANNUAL RATE OF THE SUM OF THE BASE RATE AND
THE APPLICABLE MARGIN FOR BASE RATE LOANS PLUS TWO PERCENT (2%). EACH BANK SHALL
PURCHASE AN UNDIVIDED PARTICIPATING INTEREST IN SUCH DRAWING IN AN AMOUNT EQUAL
TO ITS PRO RATA SHARE OF THE REVOLVING CREDIT COMMITMENTS, AND UPON RECEIPT
THEREOF THE FRONTING BANK SHALL DELIVER TO SUCH BANK AN UNREIMBURSED OBLIGATION
PARTICIPATION CERTIFICATE DATED THE DATE OF THE FRONTING