FEE PAYMENT DATE WITH RESPECT TO ANY SUCH LETTERS OF CREDIT WHICH WERE
OUTSTANDING DURING THE PERIOD FOR WHICH PAYMENT IS DUE.
(C)
IN ADDITION TO THE FOREGOING FEES AND COMMISSIONS, EACH ACCOUNT PARTY
SHALL PAY OR REIMBURSE EACH ISSUING BANK FOR SUCH NORMAL AND CUSTOMARY COSTS AND
EXPENSES AS ARE INCURRED OR CHARGED BY SUCH ISSUING BANK IN ISSUING, EFFECTING
PAYMENT UNDER, AMENDING OR OTHERWISE ADMINISTERING ANY LETTER OF CREDIT ISSUED
BY IT FOR THE ACCOUNT OF OR AT THE REQUEST OF SUCH ACCOUNT PARTY.
(D)
THE GENERAL ADMINISTRATIVE AGENT SHALL, PROMPTLY FOLLOWING ITS RECEIPT
THEREOF, DISTRIBUTE TO THE RELEVANT ISSUING BANK AND THE L/C PARTICIPANTS ALL
FEES AND COMMISSIONS RECEIVED BY THE GENERAL ADMINISTRATIVE AGENT FOR THEIR
RESPECTIVE ACCOUNTS PURSUANT TO THIS SUBSECTION 3.3.
3.4.
L/C PARTICIPATIONS.
(A)
EACH ISSUING BANK IRREVOCABLY AGREES TO GRANT
AND HEREBY GRANTS TO EACH L/C PARTICIPANT, AND, TO INDUCE SUCH ISSUING BANK TO
ISSUE LETTERS OF CREDIT HEREUNDER, EACH L/C PARTICIPANT IRREVOCABLY AGREES TO
ACCEPT AND PURCHASE AND HEREBY ACCEPTS AND PURCHASES FROM THE ISSUING BANK, ON
THE TERMS AND CONDITIONS HEREINAFTER STATED, FOR SUCH L/C PARTICIPANT'S OWN
ACCOUNT AND RISK, AN UNDIVIDED INTEREST EQUAL TO SUCH L/C PARTICIPANT'S PRO RATA
PERCENTAGE IN THE ISSUING BANK'S OBLIGATIONS AND RIGHTS UNDER EACH LETTER OF
CREDIT ISSUED BY IT HEREUNDER AND THE AMOUNT OF EACH DRAFT PAID BY THE ISSUING
BANK THEREUNDER.
EACH L/C PARTICIPANT UNCONDITIONALLY AND IRREVOCABLY AGREES
WITH SUCH ISSUING BANK THAT, IF A DRAFT IS PAID
34
UNDER ANY LETTER OF CREDIT FOR WHICH SUCH ISSUING BANK IS NOT REIMBURSED IN FULL
BY THE APPLICABLE ACCOUNT PARTY IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT,
SUCH L/C PARTICIPANT SHALL PAY TO SUCH ISSUING BANK (THROUGH THE GENERAL
ADMINISTRATIVE AGENT) UPON DEMAND AN AMOUNT EQUAL TO SUCH L/C PARTICIPANT'S PRO
RATA PERCENTAGE OF THE AMOUNT OF SUCH DRAFT, OR ANY PART THEREOF, WHICH IS NOT
SO REIMBURSED, IN THE US/UK COMMITTED CURRENCY OF SUCH DRAFT.
(B)
IF ANY AMOUNT REQUIRED TO BE PAID BY ANY L/C PARTICIPANT TO AN ISSUING
BANK PURSUANT TO SUBSECTION 3.4(A) IN RESPECT OF ANY UNREIMBURSED PORTION OF ANY
PAYMENT MADE BY SUCH ISSUING BANK UNDER ANY LETTER OF CREDIT ISSUED BY IT IS
PAID TO SUCH ISSUING BANK WITHIN THREE BUSINESS DAYS AFTER THE DATE SUCH PAYMENT
IS DUE, SUCH L/C PARTICIPANT SHALL PAY TO SUCH ISSUING BANK (THROUGH THE GENERAL
ADMINISTRATIVE AGENT) ON DEMAND AN AMOUNT EQUAL TO THE PRODUCT OF (I) SUCH
AMOUNT, TIMES (II) THE DAILY AVERAGE FEDERAL FUNDS EFFECTIVE RATE (OR, WITH
RESPECT TO LETTERS OF CREDIT WHICH ARE DENOMINATED IN US/UK ALTERNATIVE
CURRENCIES, THE RATE WHICH REASONABLY REPRESENTS SUCH ISSUING BANK'S COST OF
FUNDS), AS QUOTED BY SUCH ISSUING BANK, DURING THE PERIOD FROM AND INCLUDING THE
DATE ON WHICH SUCH PAYMENT IS REQUIRED TO THE DATE ON WHICH SUCH PAYMENT IS
IMMEDIATELY AVAILABLE TO SUCH ISSUING BANK, TIMES (III) A FRACTION THE NUMERATOR
OF WHICH IS THE NUMBER OF DAYS THAT ELAPSE DURING SUCH PERIOD AND THE
DENOMINATOR OF WHICH