SHALL PAY TO THE ADMINISTRATIVE AGENT FOR THE
ACCOUNT OF EACH LENDER IN ACCORDANCE WITH ITS PRO RATA SHARE A LETTER OF CREDIT
FEE (THE "LETTER OF CREDIT FEE") PER ANNUM FOR EACH LETTER OF CREDIT EQUAL TO
ONE PERCENT (1.00%) TIMES THE STATED BALANCE OF SUCH LETTER OF CREDIT.
THE
LETTER OF CREDIT FEE SHALL BE (I) DUE AND PAYABLE ON THE FIRST BUSINESS DAY
AFTER THE END OF EACH OF MARCH, JUNE, SEPTEMBER AND DECEMBER, COMMENCING WITH
THE FIRST SUCH DATE TO OCCUR AFTER THE ISSUANCE OF EACH LETTER OF CREDIT, ON THE
EXPIRATION DATE FOR SUCH LETTER OF CREDIT AND THEREAFTER ON DEMAND AND (II)
COMPUTED ON A QUARTERLY BASIS IN ARREARS. THE BORROWER SHALL PAY ALSO DIRECTLY
TO THE ADMINISTRATIVE AGENT, AS ISSUER, FOR ITS OWN ACCOUNT A FRONTING FEE WITH
RESPECT TO EACH LETTER OF CREDIT, AT THE RATE PER ANNUM EQUAL TO ONE-TENTH OF
ONE PERCENT (0.10%) OF THE STATED AMOUNT OF THE LETTER OF CREDIT AND SUCH OTHER
CUSTOMARY ISSUANCE, PRESENTATION, AMENDMENT AND OTHER PROCESSING FEES, AND OTHER
STANDARD COSTS AND CHARGES, OF THE ADMINISTRATIVE AGENT RELATING TO LETTERS OF
CREDIT AS FROM TIME TO TIME IN EFFECT.
SUCH FRONTING FEE SHALL BE DUE AND
PAYABLE ON THE TENTH BUSINESS DAY AFTER THE END OF EACH MARCH, JUNE, SEPTEMBER
AND DECEMBER IN RESPECT OF THE MOST RECENTLY-ENDED QUARTERLY PERIOD (OR PORTION
THEREOF, IN THE CASE OF THE FIRST PAYMENT), COMMENCING WITH THE FIRST SUCH DATE
TO OCCUR AFTER THE ISSUANCE OF SUCH LETTER OF CREDIT, ON THE EXPIRATION DATE OF
SUCH LETTER OF CREDIT AND THEREAFTER ON DEMAND. THE LETTER OF CREDIT FEE AND ALL
OTHER FEES AND STANDARD COSTS AND CHARGES SHALL BE DEEMED FULLY EARNED WHEN PAID
AND NONREFUNDABLE.
2.5
SWINGLINE LOANS.
(A)
SUBJECT TO THE TERMS AND CONDITIONS HEREOF, THE SWINGLINE LENDER
AGREES TO MAKE SWINGLINE LOANS TO THE BORROWER, DURING THE PERIOD FROM THE
EFFECTIVE DATE TO BUT EXCLUDING THE SWINGLINE TERMINATION DATE, IN AN AGGREGATE
PRINCIPAL AMOUNT AT ANY ONE TIME OUTSTANDING UP TO, BUT NOT EXCEEDING,
$5,000,000.00, AS SUCH AMOUNT MAY BE REDUCED FROM TIME TO TIME IN ACCORDANCE
WITH THE TERMS HEREOF.
IF AT ANY TIME THE AGGREGATE PRINCIPAL AMOUNT OF THE
SWINGLINE LOANS OUTSTANDING AT SUCH TIME EXCEEDS THE SWINGLINE COMMITMENT IN
EFFECT AT SUCH TIME, THE BORROWER SHALL IMMEDIATELY PAY THE ADMINISTRATIVE AGENT
FOR THE ACCOUNT OF THE SWINGLINE LENDER THE AMOUNT OF SUCH EXCESS.
SUBJECT TO
THE TERMS AND CONDITIONS OF THIS AGREEMENT, THE BORROWER MAY BORROW, REPAY AND
REBORROW SWINGLINE LOANS HEREUNDER.
TO THE EXTENT ANY OF THE TERMS OF SECTION
2.10 OR 2.11 ARE INCONSISTENT WITH THE TERMS OF THIS SECTION 2.5, THE TERMS OF
THIS SECTION 2.5 SHALL CONTROL.
(B)
THE BORROWER SHALL GIVE THE ADMINISTRATIVE AGENT AND THE SWINGLINE
LENDER NOTICE PURSUANT TO A NOTICE OF SWINGLINE BORROWING DELIVERED NO LATER
THAN NOON SAN FRANCISCO TIME ON THE PROPOSED DATE OF SUCH BORROWING.
ANY SUCH
TELEPHONIC NOTICE SHALL INCLUDE ALL INFORMATION TO BE
13
SPECIFIED IN A WRITTEN