FOR PURPOSES OF COMPUTING THE
DAILY STATED AMOUNT AVAILABLE TO BE DRAWN UNDER ANY LETTER OF CREDIT, THE STATED
AMOUNT OF THE LETTER OF CREDIT SHALL BE DETERMINED IN ACCORDANCE WITH
SECTION 1.05; PROVIDED THAT, FOR PURPOSES ONLY OF CALCULATING THE LETTER OF
CREDIT FEE OWING HEREUNDER, THE DAILY STATED AMOUNT AVAILABLE TO BE DRAWN UNDER
ANY LETTER OF CREDIT THAT PROVIDES FOR ONE OR MORE AUTOMATIC INCREASES IN THE
STATED AMOUNT THEREOF SHALL BE DEEMED TO BE THE MAXIMUM STATED AMOUNT THEN IN
EFFECT UNDER SUCH LETTER OF CREDIT (AT THE TIME OF EACH SUCH CALCULATION OF THE
LETTER OF CREDIT FEE), RATHER THAN THE MAXIMUM STATED AMOUNT FOR WHICH SUCH
LETTER OF CREDIT MAY BE HONORED.
LETTER OF CREDIT FEES SHALL BE (I) DUE AND
PAYABLE ON THE FIRST DAY OF EACH MONTH (OR IF SUCH DAY IS NOT A BUSINESS DAY, ON
THE NEXT SUCCEEDING BUSINESS DAY), 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, AND (II) COMPUTED ON A MONTHLY BASIS IN ARREARS.
IF THERE IS ANY CHANGE IN THE APPLICABLE MARGIN DURING ANY MONTH, THE DAILY
AMOUNT AVAILABLE TO BE DRAWN UNDER OF EACH LETTER OF CREDIT SHALL BE COMPUTED
AND MULTIPLIED BY THE APPLICABLE MARGIN SEPARATELY FOR EACH PERIOD DURING SUCH
MONTH THAT SUCH APPLICABLE MARGIN WAS IN EFFECT.
NOTWITHSTANDING ANYTHING TO
THE CONTRARY CONTAINED HEREIN, WHILE ANY EVENT OF DEFAULT HAS OCCURRED AND IS
CONTINUING, THE ADMINISTRATIVE AGENT MAY, AND UPON THE REQUEST OF THE REQUIRED
LENDERS SHALL, NOTIFY THE LEAD BORROWER THAT ALL LETTER OF CREDIT FEES SHALL
ACCRUE AT THE DEFAULT RATE AND THEREAFTER SUCH LETTER OF CREDIT FEES SHALL
ACCRUE AT THE DEFAULT RATE TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS.
(I)
CONSIGNMENT OF BILL OF LADING.
THE BORROWERS SHALL, UPON THE
REQUEST OF THE ADMINISTRATIVE AGENT, CONSIGN TO THE BORROWERS, THE COLLATERAL
AGENT OR THE L/C ISSUER ANY BILL OF LADING FOR INVENTORY WHICH IS SUPPORTED BY
AN ELIGIBLE LETTER OF CREDIT ISSUED BY THE L/C ISSUER.
(J)
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.
(K)
EXISTING LETTERS OF CREDIT.
THE BORROWERS, THE AGENTS, THE
LENDERS AND THE L/C ISSUER AGREE THAT THE EXISTING LETTERS OF CREDIT SHALL BE
DEEMED LETTERS OF CREDIT HEREUNDER AS IF ISSUED BY THE L/C ISSUER HEREUNDER AND,
FROM AND AFTER THE CLOSING DATE, SHALL BE SUBJECT TO AND GOVERNED BY THE TERMS
AND CONDITIONS HEREOF.
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 (EACH SUCH LOAN, A
"SWING LINE LOAN") TO THE BORROWERS FROM TIME TO TIME ON ANY BUSINESS DAY DURING
THE AVAILABILITY PERIOD IN AN AGGREGATE AMOUNT NOT TO EXCEED