LETTER OF CREDIT, ON THE
LETTER OF CREDIT EXPIRATION DATE AND THEREAFTER ON DEMAND.
IF THERE IS ANY
CHANGE IN THE APPLICABLE RATE DURING ANY QUARTER, THE DAILY MAXIMUM AMOUNT OF
EACH LETTER OF CREDIT
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SHALL BE COMPUTED AND MULTIPLIED BY THE APPLICABLE RATE SEPARATELY FOR EACH
PERIOD DURING SUCH QUARTER THAT SUCH APPLICABLE RATE WAS IN EFFECT.
(I)
FRONTING FEE AND DOCUMENTARY AND PROCESSING CHARGES PAYABLE TO L/C
ISSUERS.
THE COMPANY SHALL PAY DIRECTLY TO EACH L/C ISSUER FOR ITS OWN ACCOUNT
A FRONTING FEE WITH RESPECT TO EACH LETTER OF CREDIT ISSUED BY IT EQUAL TO
0.125% PER ANNUM OF THE DAILY MAXIMUM AMOUNT THEN AVAILABLE TO BE DRAWN UNDER
SUCH LETTER OF CREDIT (WHETHER OR NOT SUCH MAXIMUM AMOUNT IS THEN IN EFFECT
UNDER SUCH LETTER OF CREDIT IF SUCH MAXIMUM AMOUNT INCREASES PERIODICALLY
PURSUANT TO THE TERMS OF SUCH LETTER OF CREDIT).
SUCH FRONTING FEES SHALL BE
COMPUTED ON A QUARTERLY BASIS IN ARREARS.
SUCH FRONTING FEES SHALL BE DUE AND
PAYABLE ON THE FIRST BUSINESS DAY AFTER THE END 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.
IN ADDITION, THE COMPANY SHALL PAY DIRECTLY TO EACH L/C
ISSUER FOR ITS OWN ACCOUNT THE CUSTOMARY ISSUANCE, PRESENTATION, AMENDMENT AND
OTHER PROCESSING FEES, AND OTHER STANDARD COSTS AND CHARGES, OF SUCH 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 WITHIN TEN (10) BUSINESS
DAYS OF DEMAND AND ARE NONREFUNDABLE.
(J)
CONFLICT WITH LETTER OF CREDIT APPLICATION.
NOTWITHSTANDING ANYTHING ELSE
TO THE CONTRARY IN THIS AGREEMENT, IN THE EVENT OF ANY CONFLICT BETWEEN THE
TERMS HEREOF AND THE TERMS OF ANY LETTER OF CREDIT APPLICATION, THE TERMS HEREOF
SHALL CONTROL.
(K)
ADDITION OF AN L/C ISSUER.
A REVOLVING CREDIT LENDER MAY BECOME AN
ADDITIONAL L/C ISSUER HEREUNDER PURSUANT TO A WRITTEN AGREEMENT AMONG THE
COMPANY, THE ADMINISTRATIVE AGENT AND SUCH REVOLVING CREDIT LENDER.
THE
ADMINISTRATIVE AGENT SHALL NOTIFY THE REVOLVING CREDIT LENDERS OF ANY SUCH
ADDITIONAL L/C ISSUER.
(L)
CONTINUING AGREEMENT.
PRIOR TO THE ISSUANCE OR RENEWAL OF ANY LETTER OF
CREDIT FOR WHICH JPMORGAN CHASE BANK WILL ACT AS L/C ISSUER, THE COMPANY SHALL
HAVE EXECUTED AND DELIVERED TO JPMORGAN CHASE BANK THE CONTINUING AGREEMENT.
SECTION 2.04.
Swing Line Loans.
(a)
The Swing Line.
Subject to the terms and
conditions set forth herein, the Swing Line Lender agrees to make loans (each
such loan, a "Swing Line Loan") to the Company from time to time on any Business
Day (other than the Closing Date) until the Maturity Date 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
Pro Rata Share of the Outstanding Amount of Revolving Credit Loans and L/C