AND PAYABLE ON THE LAST BUSINESS DAY OF EACH MARCH, JUNE,
SEPTEMBER AND DECEMBER, COMMENCING WITH THE FIRST SUCH DATE TO OCCUR AFTER THE
ISSUANCE OF SUCH LETTER OF CREDIT, ON THE LETTER OF CREDIT EXPIRATION DATE AND
THEREAFTER ON DEMAND. FOR PURPOSES OF COMPUTING THE DAILY AMOUNT AVAILABLE TO BE
DRAWN UNDER ANY LETTER OF CREDIT, THE AMOUNT OF SUCH LETTER OF CREDIT SHALL BE
DETERMINED IN ACCORDANCE WITH SECTION 1.07. IN ADDITION, EACH BORROWER SHALL PAY
DIRECTLY TO THE L/C ISSUER FOR ITS OWN ACCOUNT, IN DOLLARS, WITH RESPECT TO EACH
LETTER OF CREDIT ISSUED AT THE REQUEST OF SUCH BORROWER, THE CUSTOMARY ISSUANCE,
PRESENTATION, AMENDMENT AND
39
OTHER PROCESSING FEES, AND OTHER STANDARD COSTS AND CHARGES, OF THE L/C ISSUER
RELATING TO LETTERS OF CREDIT AS FROM TIME TO TIME IN EFFECT. SUCH CUSTOMARY
FEES AND STANDARD COSTS AND CHARGES ARE DUE AND PAYABLE ON DEMAND AND ARE
NONREFUNDABLE.
(K)
CONFLICT WITH ISSUER DOCUMENTS. IN THE EVENT OF ANY CONFLICT
BETWEEN THE TERMS HEREOF AND THE TERMS OF ANY ISSUER DOCUMENT, THE TERMS HEREOF
SHALL CONTROL.
(L)
LETTERS OF CREDIT ISSUED FOR SUBSIDIARIES. NOTWITHSTANDING THAT A
LETTER OF CREDIT ISSUED OR OUTSTANDING HEREUNDER IS IN SUPPORT OF ANY
OBLIGATIONS OF, OR IS FOR THE ACCOUNT OF, A SUBSIDIARY THEREOF, THE APPLICABLE
BORROWER SHALL BE OBLIGATED TO REIMBURSE THE L/C ISSUER HEREUNDER FOR ANY AND
ALL DRAWINGS UNDER SUCH LETTER OF CREDIT. EACH BORROWER HEREBY ACKNOWLEDGES THAT
THE ISSUANCE OF LETTERS OF CREDIT FOR THE ACCOUNT OF ITS SUBSIDIARIES INURES TO
THE BENEFIT OF SUCH BORROWER, AND THAT SUCH BORROWER'S BUSINESS DERIVES
SUBSTANTIAL BENEFITS FROM THE BUSINESSES OF SUCH SUBSIDIARIES.
2.04
SWING LINE LOANS.
(A)
THE SWING LINE. SUBJECT TO THE TERMS AND CONDITIONS SET FORTH
HEREIN, THE SWING LINE LENDER AGREES, IN RELIANCE UPON THE AGREEMENTS OF THE
OTHER LENDERS SET FORTH IN THIS SECTION 2.04, TO MAKE LOANS IN DOLLARS (EACH
SUCH LOAN, A "SWING LINE LOAN") TO THE COMPANY FROM TIME TO TIME ON ANY BUSINESS
DAY DURING THE AVAILABILITY PERIOD IN AN AGGREGATE AMOUNT NOT TO EXCEED AT ANY
TIME OUTSTANDING THE AMOUNT OF THE SWING LINE SUBLIMIT, NOTWITHSTANDING THE FACT
THAT SUCH SWING LINE LOANS, WHEN AGGREGATED WITH THE APPLICABLE PERCENTAGE OF
THE OUTSTANDING AMOUNT OF COMMITTED LOANS AND L/C OBLIGATIONS OF THE LENDER
ACTING AS SWING LINE LENDER, MAY EXCEED THE AMOUNT OF SUCH LENDER'S COMMITMENT;
PROVIDED, HOWEVER, THAT AFTER GIVING EFFECT TO ANY SWING LINE LOAN, (I) THE
TOTAL OUTSTANDINGS SHALL NOT EXCEED THE AGGREGATE COMMITMENTS AND (II) THE
AGGREGATE OUTSTANDING AMOUNT OF THE COMMITTED LOANS OF ANY LENDER, PLUS SUCH
LENDER'S APPLICABLE PERCENTAGE OF THE OUTSTANDING AMOUNT OF ALL L/C OBLIGATIONS,
PLUS SUCH LENDER'S APPLICABLE PERCENTAGE OF THE OUTSTANDING AMOUNT OF ALL SWING
LINE LOANS SHALL NOT EXCEED SUCH LENDER'S COMMITMENT, AND PROVIDED, FURTHER,
THAT THE COMPANY SHALL NOT USE THE PROCEEDS OF ANY SWING LINE LOAN TO REFINANCE
ANY OUTSTANDING SWING LINE LOAN. WITHIN THE FOREGOING LIMITS, AND SUBJECT TO THE
OTHER TERMS AND CONDITIONS HEREOF, THE COMPANY