IN MULTIPLES AS AGREED BETWEEN THE BORROWER AND THE SWING LINE BANK
AND SHALL BE MADE AS A BASE RATE ADVANCE.
WITHIN THE LIMITS OF THE SWING LINE
FACILITY AND WITHIN THE LIMITS REFERRED TO IN CLAUSE (II) ABOVE, SO LONG AS THE
SWING LINE BANK, IN ITS SOLE DISCRETION, ELECTS TO MAKE SWING LINE ADVANCES, THE
BORROWER MAY BORROW UNDER THIS SECTION 2.01(B), REPAY PURSUANT TO
SECTION 2.04(D) OR PREPAY PURSUANT TO SECTION 2.06(A) AND REBORROW UNDER THIS
SECTION 2.01(B).
(C)
THE LETTERS OF CREDIT.
EACH ISSUING BANK SEVERALLY AGREES, ON THE
TERMS AND CONDITIONS HEREINAFTER SET FORTH, TO ISSUE (OR CAUSE ITS AFFILIATE
THAT IS A COMMERCIAL BANK TO ISSUE ON ITS BEHALF) LETTERS OF CREDIT FOR THE
ACCOUNT OF THE BORROWER FROM TIME TO TIME ON ANY BUSINESS DAY DURING THE PERIOD
FROM THE EFFECTIVE DATE UNTIL 60 DAYS BEFORE THE TERMINATION DATE IN AN
AGGREGATE AVAILABLE AMOUNT (I) FOR EACH SUCH LETTER OF CREDIT, TOGETHER WITH ALL
OTHER LETTERS OF CREDIT NOT TO EXCEED AT ANY TIME THE LETTER OF CREDIT FACILITY
AT SUCH TIME AND (II) FOR EACH SUCH LETTER OF CREDIT NOT TO EXCEED AT ANY TIME
THE LESSER OF (X) SUCH ISSUING BANK'S LETTER OF CREDIT COMMITMENT AT SUCH TIME
AND (Y) THE UNUSED REVOLVING CREDIT COMMITMENTS OF THE REVOLVING CREDIT LENDERS
AT SUCH TIME.
IT IS UNDERSTOOD AND AGREED THAT THE EXISTING LETTERS OF CREDIT
SHALL BE DEEMED TO BE LETTERS OF CREDIT ISSUED HEREUNDER FOR ALL PURPOSES UNDER
THIS AGREEMENT AND THE LOAN DOCUMENTS.
NO LETTER OF CREDIT SHALL HAVE AN
EXPIRATION DATE (INCLUDING ALL RIGHTS OF THE BORROWER OR THE BENEFICIARY TO
REQUIRE RENEWAL) LATER THAN THE EARLIER OF 60 DAYS BEFORE THE TERMINATION DATE
AND (A) IN THE CASE OF A STANDBY LETTER OF CREDIT, ONE YEAR AFTER THE DATE OF
ISSUANCE THEREOF, BUT MAY BY ITS TERMS BE RENEWABLE ANNUALLY UPON NOTICE (A
"NOTICE OF RENEWAL") GIVEN TO THE ISSUING BANK AND THE PAYING AGENT ON OR PRIOR
TO ANY DATE FOR NOTICE OF RENEWAL SET FORTH IN SUCH LETTER OF CREDIT BUT IN ANY
EVENT AT LEAST TEN BUSINESS DAYS PRIOR TO THE DATE OF THE PROPOSED RENEWAL OF
SUCH STANDBY LETTER OF CREDIT AND UPON FULFILLMENT OF THE APPLICABLE CONDITIONS
SET FORTH IN ARTICLE III UNLESS SUCH ISSUING BANK HAS NOTIFIED THE BORROWER
(WITH A COPY TO THE PAYING AGENT) ON OR PRIOR TO THE DATE FOR NOTICE OF
TERMINATION SET FORTH IN SUCH LETTER OF CREDIT BUT IN ANY EVENT AT LEAST TEN
BUSINESS DAYS PRIOR TO THE THEN EFFECTIVE EXPIRATION DATE OF ITS ELECTION NOT TO
RENEW SUCH STANDBY LETTER OF CREDIT (A "NOTICE OF TERMINATION"; IT BEING
UNDERSTOOD AND AGREED THAT AN ISSUING BANK SHALL NOT BE ENTITLED TO ISSUE A
NOTICE OF TERMINATION WITH RESPECT TO SUCH A RENEWAL UNLESS (I) THE CONDITIONS
PRECEDENT TO THE ISSUANCE OF LETTERS OF CREDIT SET FORTH IN SECTION 3.02 SHALL
NOT HAVE BEEN FULFILLED OR WAIVED IN ACCORDANCE HEREWITH, OR (II) A DEFAULT
SHALL HAVE