and including the
Closing Date to (but not including) the Expiration Date in an aggregate
principal amount at any one time outstanding up to but not exceeding the amount
of the Maximum Lender Pro Rata Share Limit of such Lender as in effect from time
to time; provided, however, that in no event shall the Aggregate Outstanding
Extensions of Credit exceed the lesser of (i) the Maximum Availability Amount
then in effect, and (ii) the Collateral Pool; provided, further, that in no
event shall the Combined Facilities Aggregate Outstanding Extensions of Credit
exceed the least of (i) Combined Facilities Maximum Amount then in effect, (ii)
the Collateral Pool, or (iii) $700,000,000.
(b)
NOTWITHSTANDING (i) THAT THIS AGREEMENT SETS FORTH CERTAIN PROCEDURES FOR
THE POSSIBLE ISSUANCE OF LETTERS OF CREDIT BY EACH LETTER OF CREDIT ISSUER, FOR
THE ACCOUNT OF THE BORROWER AND TO BE PARTICIPATED IN BY THE OTHER LENDERS, AND
FOR THE POSSIBLE EXTENSION OF LOANS BY THE LENDERS TO THE BORROWER AND (ii) THAT
THIS AGREEMENT CONTAINS CERTAIN AGREEMENTS OF THE BORROWER TO PROVIDE
INFORMATION TO THE LENDERS ON A REGULAR BASIS, TO MAKE CERTAIN PAYMENTS TO THE
LENDERS AND TO TAKE OTHER ACTIONS THAT MAY BENEFIT THE LENDERS OR CONSTRAIN THE
BORROWER, THE BORROWER ACKNOWLEDGES AND AGREES THAT (A) THE LENDERS HAVE NO
OBLIGATION WHATSOEVER TO AGREE TO THE ISSUANCE OF LETTERS OF CREDIT OR TO MAKE
LOANS AS DESCRIBED HEREIN OR OTHERWISE AND (B) THE LENDERS HAVE THE RIGHT,
SHOULD THEY EXTEND CREDIT TO THE BORROWER AT ANY TIME AS DESCRIBED HEREIN OR
OTHERWISE, TO DISCONTINUE THE ISSUANCE, RENEWAL OR EXTENSION
OF LETTERS OF
CREDIT FOR THE ACCOUNT OF THE BORROWER AT ANY TIME, IN EACH CASE IN THE SOLE AND
ABSOLUTE DISCRETION OF THE LENDERS.
SECTION 2.02
Purpose of Uncommitted Facility.
(a)
Revolving Loans and Swing Line Loans shall be used for the purposes of
(i) financing or securing the Borrower's performance related to the purchase,
storage, or sale of Products, (ii) to refinance Facility B L/C Obligations and
L/C Obligations resulting from, or incurred in connection with, the purchase of
Products, and (iii) for other general hedging and working capital requirements
of the Borrower.
(b)
Letters of Credit shall be used for the purpose of purchasing Products
that are either pre-sold or hedged, to secure performance obligations, and for
related general hedging and working capital requirements of the Borrower.
(c)
Daylight Overdraft Loans may be used only in accordance with Section
3.12(a)(iv) of this Agreement.
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SECTION 2.03
The Sublimits.
In addition to any other limitations set forth in this Agreement, the following
limitations apply with respect to the Uncommitted Facility:
(a)The aggregate outstanding principal amount of Daylight Overdraft Loans shall
at no time exceed the Daylight Overdraft Sublimit.
(b)The aggregate outstanding principal amount of Swing Line Loans shall at no
time exceed the Swing Line Sublimit.
(c)The sum of the Face Amount of all Long Term Letters of Credit Issued
hereunder shall at no time exceed the Long Term Letter of Credit