REVOLVING CREDIT LOANS TIMES THE DAILY AMOUNT AVAILABLE TO
BE DRAWN UNDER SUCH LETTER OF CREDIT.
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.
LETTER OF
CREDIT FEES SHALL BE (I) 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 AND (II) COMPUTED ON A QUARTERLY BASIS
IN ARREARS.
IF THERE IS ANY CHANGE IN THE APPLICABLE RATE DURING ANY QUARTER,
THE DAILY AMOUNT AVAILABLE TO BE DRAWN UNDER EACH STANDBY LETTER OF CREDIT SHALL
BE COMPUTED AND MULTIPLIED BY THE APPLICABLE RATE SEPARATELY FOR EACH PERIOD
DURING SUCH QUARTER THAT SUCH APPLICABLE RATE WAS IN EFFECT.
NOTWITHSTANDING
ANYTHING TO THE CONTRARY CONTAINED HEREIN, UPON THE REQUEST OF THE REQUIRED
REVOLVING LENDERS, WHILE ANY EVENT OF DEFAULT EXISTS, ALL LETTER OF CREDIT FEES
SHALL ACCRUE AT THE DEFAULT RATE.
(J)
DOCUMENTARY AND PROCESSING CHARGES PAYABLE TO L/C ISSUER.
IN
ADDITION TO THE LETTER OF CREDIT FEES DESCRIBED IN CLAUSE (I) OF SECTION 2.03,
THE BORROWERS 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 BORROWERS SHALL BE
OBLIGATED TO REIMBURSE THE L/C ISSUER HEREUNDER FOR ANY AND ALL DRAWINGS UNDER
SUCH LETTER OF CREDIT.
THE BORROWERS HEREBY ACKNOWLEDGE THAT THE ISSUANCE OF
LETTERS OF CREDIT FOR THE ACCOUNT OF SUBSIDIARIES INURES TO THE BENEFIT OF THE
BORROWERS, AND THAT THE BORROWERS' BUSINESS DERIVES SUBSTANTIAL BENEFITS FROM
THE BUSINESSES OF SUCH SUBSIDIARIES.
2.04
Permitted FX Facility.
(a)
During the Availability Period, Bank
of America at its discretion may enter into one or more Secured Hedge Agreements
under the Permitted FX Facility with the Borrowers.
(B)
BANK OF AMERICA SHALL NOT BE OBLIGATED TO PERMIT THE BORROWERS TO
ENTER INTO ANY SECURED HEDGE AGREEMENT UNDER THE PERMITTED FX FACILITY IF,
IMMEDIATELY BEFORE OR AFTER GIVING EFFECT THERETO, (I) THE FX SWAP VALUE WOULD
EXCEED THE FX FACILITY SUBLIMIT OR
40
(II) THE TOTAL REVOLVING CREDIT OUTSTANDINGS WOULD EXCEED THE REVOLVING CREDIT
FACILITY; PROVIDED, THAT IF AT ANY TIME THE FX SWAP VALUE EXCEEDS THE FX
FACILITY SUBLIMIT, THE BORROWERS SHALL CASH COLLATERALIZE