IN
ADDITION, THE BORROWER SHALL PAY DIRECTLY TO THE L/C ISSUER FOR ITS OWN ACCOUNT
THE REASONABLE AND CUSTOMARY
47
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 TWO BUSINESS DAYS AFTER DEMAND THEREFOR 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 RESTRICTED 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 RESTRICTED
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
ITS RESTRICTED SUBSIDIARIES INURES TO THE BENEFIT OF THE BORROWER, AND THAT THE
BORROWER'S BUSINESS DERIVES SUBSTANTIAL BENEFITS FROM THE BUSINESSES OF SUCH
RESTRICTED SUBSIDIARIES.
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
REVOLVING CREDIT 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
REVOLVING CREDIT PERCENTAGE OF THE OUTSTANDING AMOUNT OF REVOLVING CREDIT LOANS
AND L/C OBLIGATIONS OF THE LENDER ACTING AS SWING LINE LENDER, MAY EXCEED THE
AMOUNT OF SUCH LENDER'S REVOLVING CREDIT COMMITMENT; PROVIDED, HOWEVER, THAT
AFTER GIVING EFFECT TO ANY SWING LINE LOAN, (I) THE TOTAL REVOLVING CREDIT
OUTSTANDINGS SHALL NOT EXCEED THE REVOLVING CREDIT FACILITY AT SUCH TIME, AND
(II) THE AGGREGATE OUTSTANDING AMOUNT OF THE REVOLVING CREDIT LOANS OF ANY
REVOLVING CREDIT LENDER AT SUCH TIME, PLUS SUCH REVOLVING CREDIT LENDER'S
APPLICABLE REVOLVING CREDIT PERCENTAGE OF THE OUTSTANDING AMOUNT OF ALL L/C
OBLIGATIONS AT SUCH TIME, PLUS SUCH REVOLVING CREDIT LENDER'S APPLICABLE
REVOLVING CREDIT PERCENTAGE OF THE OUTSTANDING AMOUNT OF ALL SWING LINE LOANS AT
SUCH TIME SHALL NOT EXCEED SUCH LENDER'S REVOLVING CREDIT COMMITMENT, AND
PROVIDED FURTHER THAT THE BORROWER SHALL NOT USE THE PROCEEDS OF ANY SWING LINE
LOAN TO REFINANCE ANY OUTSTANDING SWING LINE LOAN.
WITHIN THE FOREGOING LIMITS,
AND SUBJECT TO THE OTHER TERMS AND CONDITIONS HEREOF, THE BORROWER MAY BORROW
UNDER THIS SECTION 2.04, PREPAY UNDER SECTION 2.05, AND REBORROW UNDER THIS
SECTION 2.04.
EACH SWING LINE LOAN SHALL BEAR INTEREST ONLY AT A RATE BASED ON
THE BASE RATE.
IMMEDIATELY UPON THE MAKING OF A SWING LINE LOAN, EACH REVOLVING
CREDIT LENDER SHALL BE DEEMED