OF ANY OBLIGATIONS OF, OR IS FOR THE ACCOUNT OF, BCV OR ANY SUBSIDIARY
OF THE BORROWER, THE BORROWER SHALL BE OBLIGATED TO REIMBURSE THE L/C ISSUER FOR
ANY AND ALL DRAWINGS UNDER SUCH LETTER OF CREDIT.
THE BORROWER HEREBY
ACKNOWLEDGES THAT THE ISSUANCE OF LETTERS OF CREDIT FOR THE ACCOUNT OF THE
BORROWER'S SUBSIDIARIES AND BCV INURES TO THE BENEFIT OF THE BORROWER, AND THAT
THE BORROWER'S BUSINESS DERIVES SUBSTANTIAL BENEFITS FROM THE BUSINESSES OF SUCH
SUBSIDIARIES AND BCV.
(J)
LETTER OF CREDIT FEES.
THE BORROWER SHALL PAY LETTER OF CREDIT
FEES AS SET FORTH IN SECTION 2.09(B).
(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.
2.04
Additional Provisions with Respect to Swingline Loans.
(A)
BORROWING PROCEDURES.
EACH SWINGLINE BORROWING SHALL BE MADE UPON
THE BORROWER'S IRREVOCABLE NOTICE TO THE SWINGLINE LENDER AND THE ADMINISTRATIVE
AGENT BY DELIVERY TO THE SWINGLINE LENDER AND THE ADMINISTRATIVE AGENT OF A
WRITTEN LOAN NOTICE, APPROPRIATELY COMPLETED AND SIGNED BY A RESPONSIBLE OFFICER
OF THE BORROWER.
EACH SUCH NOTICE MUST BE RECEIVED BY THE SWINGLINE LENDER AND
THE ADMINISTRATIVE AGENT NOT LATER THAN 2:00 P.M. (NEW YORK TIME) ON THE
REQUESTED BORROWING DATE, AND SHALL SPECIFY (I) THE AMOUNT TO BE BORROWED, WHICH
SHALL BE A MINIMUM OF $100,000, AND (II) THE REQUESTED BORROWING DATE, WHICH
SHALL BE A BUSINESS DAY.
PROMPTLY AFTER RECEIPT BY THE SWINGLINE LENDER OF ANY
LOAN NOTICE, THE SWINGLINE LENDER WILL CONFIRM WITH THE ADMINISTRATIVE AGENT (BY
TELEPHONE OR IN WRITING) THAT THE ADMINISTRATIVE AGENT HAS ALSO RECEIVED SUCH
LOAN NOTICE AND, IF NOT, THE SWINGLINE LENDER WILL NOTIFY THE ADMINISTRATIVE
AGENT (BY TELEPHONE OR IN WRITING) OF THE CONTENTS THEREOF.
UNLESS THE
SWINGLINE LENDER HAS RECEIVED NOTICE (BY TELEPHONE OR IN WRITING) FROM THE
ADMINISTRATIVE AGENT PRIOR TO 3:00 P.M. (NEW YORK TIME) ON THE DATE OF THE
PROPOSED SWINGLINE BORROWING (A) DIRECTING THE SWINGLINE LENDER NOT TO MAKE SUCH
SWINGLINE LOAN AS A RESULT OF THE LIMITATIONS SET FORTH IN THIS ARTICLE II, OR
(B) THAT ONE OR MORE OF THE APPLICABLE CONDITIONS SPECIFIED IN SECTION 5.02 (IF
ON THE FUNDING DATE) AND SECTION 5.03 IS NOT THEN SATISFIED, THEN, SUBJECT TO
THE TERMS AND CONDITIONS HEREOF, THE SWINGLINE LENDER WILL, NOT LATER THAN
4:00 P.M. (NEW YORK TIME) ON THE BORROWING DATE SPECIFIED IN SUCH LOAN NOTICE,
MAKE THE AMOUNT OF ITS SWINGLINE LOAN AVAILABLE TO THE BORROWER AT ITS OFFICE BY
CREDITING THE ACCOUNT OF THE BORROWER ON THE BOOKS OF THE SWINGLINE LENDER IN
IMMEDIATELY AVAILABLE FUNDS.
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(B)
REFINANCING.
(i)
The Swingline Lender at any time in its sole and absolute
discretion may (and, in any event, within ten Business Days of the applicable
Swingline Borrowing, shall) request that each Revolving Lender fund its risk
participations in Swingline Loans in an amount equal to such Dollar Revolving
Lender's Dollar Revolving Commitment Percentage of Swingline Loans then
outstanding.
Each Dollar Revolving Lender shall