A LETTER OF CREDIT IS ISSUED (INCLUDING ANY SUCH
AGREEMENT APPLICABLE TO AN EXISTING LETTER OF CREDIT), (I) THE RULES OF THE ISP
SHALL APPLY TO EACH STANDBY LETTER OF CREDIT, AND (II) THE RULES OF THE UCP
SHALL APPLY TO EACH COMMERCIAL LETTER OF CREDIT.
NOTWITHSTANDING THE FOREGOING,
NO L/C ISSUER SHALL BE RESPONSIBLE TO THE BORROWERS FOR, AND NO L/C ISSUER'S
RIGHTS AND REMEDIES AGAINST THE BORROWERS SHALL BE IMPAIRED BY, ANY ACTION OR
INACTION OF ANY L/C ISSUER REQUIRED OR PERMITTED UNDER ANY LAW, ORDER, OR
PRACTICE THAT IS REQUIRED OR PERMITTED TO BE APPLIED TO ANY LETTER OF CREDIT OR
THIS AGREEMENT, INCLUDING THE LAW OR ANY ORDER OF A JURISDICTION WHERE ANY L/C
ISSUER OR THE BENEFICIARY IS LOCATED, THE PRACTICE STATED IN THE ISP OR UCP, AS
APPLICABLE, OR IN THE DECISIONS, OPINIONS, PRACTICE STATEMENTS, OR OFFICIAL
COMMENTARY OF THE ICC BANKING COMMISSION, THE BANKERS ASSOCIATION FOR FINANCE
AND TRADE -INTERNATIONAL FINANCIAL SERVICES ASSOCIATION (BAFT-IFSA), OR THE
INSTITUTE OF INTERNATIONAL BANKING LAW & PRACTICE, WHETHER OR NOT ANY LETTER OF
CREDIT CHOOSES SUCH LAW OR PRACTICE.
(I)
LETTER OF CREDIT FEES.
THE APPLICABLE BORROWER SHALL PAY
TO THE ADMINISTRATIVE AGENT FOR THE ACCOUNT OF EACH LENDER IN ACCORDANCE WITH
ITS APPLICABLE PERCENTAGE, IN DOLLARS, A LETTER OF CREDIT FEE (THE "LETTER OF
CREDIT FEE") (I) FOR EACH COMMERCIAL LETTER OF CREDIT THE APPLICABLE RATE FOR
COMMERCIAL LETTERS OF CREDIT TIMES
THE DOLLAR EQUIVALENT OF THE DAILY AMOUNT
AVAILABLE TO BE DRAWN UNDER SUCH LETTER OF CREDIT, AND (II) FOR EACH STANDBY
LETTER OF CREDIT EQUAL TO THE APPLICABLE RATE FOR STANDBY LETTERS OF CREDIT
TIMES
THE DOLLAR EQUIVALENT OF 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 DEEMED TO BE THE DOLLAR EQUIVALENT OF THE STATED AMOUNT OF SUCH LETTER OF
CREDIT IN EFFECT AT SUCH TIME.
LETTER OF CREDIT FEES SHALL BE (I) DUE AND
PAYABLE ON THE LAST BUSINESS DAY 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 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.
(J)
FRONTING FEE AND DOCUMENTARY AND PROCESSING CHARGES PAYABLE
TO L/C ISSUERS.
THE APPLICABLE BORROWER SHALL PAY DIRECTLY TO THE RELEVANT L/C
ISSUER FOR ITS OWN ACCOUNT, IN DOLLARS, A FRONTING FEE (I) WITH RESPECT TO EACH
COMMERCIAL LETTER OF CREDIT ISSUED FOR THE ACCOUNT OF A BORROWER OR ANY OF ITS
SUBSIDIARIES, AT THE RATE PER ANNUM AS SEPARATELY AGREED BETWEEN THE