PROCESSING CHARGES PAYABLE TO
L/C ISSUER.
THE BORROWER SHALL PAY DIRECTLY TO THE L/C ISSUER FOR ITS OWN
ACCOUNT A FRONTING FEE PER ANNUM WITH RESPECT TO EACH LETTER OF CREDIT, EQUAL TO
THE GREATER OF (I) THE RATE PER ANNUM OF 12.5 BASIS POINTS OF THE FACE AMOUNT OF
THE LETTER OF CREDIT, IN EACH CASE COMPUTED ON THE DAILY AMOUNT AVAILABLE TO BE
DRAWN UNDER SUCH LETTER OF CREDIT AND (II) $1,250 PER ANNUM.
THE AMOUNT OF SUCH
FRONTING FEES SHALL BE DETERMINED ON A QUARTERLY BASIS IN ARREARS, AND DUE AND
PAYABLE ON THE FIRST BUSINESS DAY AFTER THE END OF EACH CALENDAR QUARTER,
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 1.06.
IN ADDITION, THE BORROWER SHALL PAY DIRECTLY TO
THE L/C ISSUER FOR ITS OWN ACCOUNT THE CUSTOMARY ISSUANCE, PRESENTATION,
AMENDMENT AND 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, THE BORROWER SHALL BE
OBLIGATED TO REIMBURSE THE L/C ISSUER HEREUNDER 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 SUBSIDIARIES INURES TO THE BENEFIT OF THE
BORROWER, AND THAT THE BORROWER'S BUSINESS DERIVES SUBSTANTIAL BENEFITS FROM THE
BUSINESSES OF SUCH SUBSIDIARIES.
(M)
OUTSTANDING LETTERS OF CREDIT.
THE L/C ISSUER SHALL DELIVER TO THE
ADMINISTRATIVE AGENT, FOR DISTRIBUTION TO THE REVOLVING LENDERS, AN ACCOUNTING
OF ALL LETTERS OF CREDIT OUTSTANDING AS OF THE END OF EACH FISCAL QUARTER OF THE
BORROWER.
33
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 BORROWER 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 REVOLVING LOANS AND L/C OBLIGATIONS OF THE
REVOLVING LENDER ACTING AS SWING LINE LENDER,