TO THE EXCESS OF (X) SUCH AGGREGATE OUTSTANDING AMOUNT OVER (Y) THE
TOTAL AMOUNT OF FUNDS, IF ANY, THEN HELD AS CASH COLLATERAL THAT THE
ADMINISTRATIVE AGENT DETERMINES TO BE FREE AND CLEAR OF ANY SUCH RIGHT AND
CLAIM.
UPON THE DRAWING OF ANY LETTER OF CREDIT FOR WHICH FUNDS ARE ON DEPOSIT
AS CASH COLLATERAL, SUCH FUNDS SHALL BE APPLIED, TO THE EXTENT PERMITTED UNDER
APPLICABLE LAWS, TO REIMBURSE THE L/C ISSUER AND, TO THE EXTENT NOT SO APPLIED,
SHALL THEREAFTER BE APPLIED TO SATISFY OTHER OBLIGATIONS.
(H)
APPLICABILITY OF ISP AND UCP.
UNLESS
OTHERWISE EXPRESSLY AGREED BY THE L/C ISSUER AND THE LEAD BORROWER WHEN 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 UNIFORM CUSTOMS AND PRACTICE FOR
DOCUMENTARY CREDITS, AS MOST RECENTLY PUBLISHED BY THE INTERNATIONAL CHAMBER OF
COMMERCE AT THE TIME OF ISSUANCE SHALL APPLY TO EACH COMMERCIAL LETTER OF
CREDIT.
(I)
LETTER OF CREDIT FEES.
THE BORROWERS
SHALL PAY TO THE ADMINISTRATIVE AGENT FOR THE ACCOUNT OF EACH LENDER IN
ACCORDANCE WITH ITS APPLICABLE PERCENTAGE A LETTER OF CREDIT FEE (THE "LETTER OF
CREDIT FEE") FOR EACH LETTER OF CREDIT EQUAL TO THE APPLICABLE RATE TIMES THE
DAILY STATED AMOUNT UNDER EACH SUCH LETTER OF CREDIT (WHETHER OR NOT SUCH
MAXIMUM AMOUNT IS THEN IN EFFECT UNDER
SUCH LETTER OF CREDIT).
FOR PURPOSES OF COMPUTING THE DAILY AMOUNT AVAILABLE TO
BE DRAWN UNDER ANY LETTER OF CREDIT, THE AMOUNT OF THE LETTER OF CREDIT SHALL BE
DETERMINED IN ACCORDANCE WITH SECTION 1.06.
LETTER OF CREDIT FEES SHALL BE
(I) DUE AND PAYABLE ON THE TENTH 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 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, WHILE ANY EVENT OF DEFAULT EXISTS, THE ADMINISTRATIVE
AGENT MAY, AND UPON THE REQUEST OF THE REQUIRED LENDERS SHALL, NOTIFY THE LEAD
BORROWER THAT ALL LETTER OF CREDIT FEES SHALL ACCRUE AT THE DEFAULT RATE AND
THEREAFTER SUCH LETTER OF CREDIT FEES SHALL ACCRUE AT THE DEFAULT RATE TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAWS.
(J)
FRONTING FEE AND DOCUMENTARY AND
PROCESSING CHARGES PAYABLE TO L/C ISSUER.
THE BORROWERS SHALL PAY DIRECTLY TO
THE L/C ISSUER FOR ITS OWN ACCOUNT A FRONTING FEE WITH RESPECT TO EACH LETTER OF
CREDIT, AT A RATE EQUAL TO 0.125% PER ANNUM, COMPUTED ON THE DAILY AMOUNT
AVAILABLE TO BE DRAWN