RATE.
IF
ANY AMOUNT REQUIRED TO BE PAID BY ANY LENDER TO LC ISSUER PURSUANT TO THIS
SUBSECTION IS NOT PAID BY SUCH LENDER TO LC ISSUER WITHIN THREE BUSINESS DAYS
AFTER THE DATE SUCH PAYMENT IS DUE, LC ISSUER SHALL IN ADDITION TO SUCH AMOUNT
BE ENTITLED TO RECOVER FROM SUCH LENDER, ON DEMAND, INTEREST THEREON CALCULATED
FROM SUCH DUE DATE AT THE DEFAULT RATE.
(D)
DISTRIBUTIONS TO PARTICIPANTS.
WHENEVER LC
ISSUER HAS IN ACCORDANCE WITH THIS SECTION RECEIVED FROM ANY LENDER PAYMENT OF
SUCH LENDER'S PERCENTAGE SHARE OF ANY MATURED LC OBLIGATION, IF LC ISSUER
THEREAFTER RECEIVES ANY PAYMENT OF SUCH MATURED LC OBLIGATION OR ANY PAYMENT OF
INTEREST THEREON (WHETHER DIRECTLY FROM BORROWER OR BY APPLICATION OF LC
COLLATERAL OR OTHERWISE, AND EXCLUDING ONLY INTEREST FOR ANY PERIOD PRIOR TO LC
ISSUER'S DEMAND THAT SUCH LENDER MAKE SUCH PAYMENT OF ITS PERCENTAGE SHARE), LC
ISSUER WILL DISTRIBUTE TO SUCH LENDER ITS PERCENTAGE SHARE OF THE AMOUNTS SO
RECEIVED BY LC ISSUER; PROVIDED, HOWEVER, THAT IF ANY SUCH PAYMENT RECEIVED BY
LC ISSUER MUST THEREAFTER BE RETURNED BY LC ISSUER, SUCH LENDER SHALL RETURN TO
LC ISSUER THE PORTION THEREOF WHICH LC ISSUER HAS PREVIOUSLY DISTRIBUTED TO IT.
(E)
CALCULATIONS.
A WRITTEN ADVICE SETTING
FORTH IN REASONABLE DETAIL THE AMOUNTS OWING UNDER THIS SECTION, SUBMITTED BY LC
ISSUER TO BORROWER OR ANY LENDER FROM TIME TO TIME, SHALL BE CONCLUSIVE, ABSENT
MANIFEST ERROR, AS TO THE AMOUNTS THEREOF.
SECTION 2.12.
LETTER OF CREDIT FEES.
IN
CONSIDERATION OF LC ISSUER'S ISSUANCE OF ANY LETTER OF CREDIT, BORROWER AGREES
TO PAY (A) TO AGENT, FOR THE ACCOUNT OF ALL LENDERS IN ACCORDANCE WITH THEIR
RESPECTIVE PERCENTAGE SHARES, A PER ANNUM LETTER OF CREDIT ISSUANCE FEE AT A
RATE EQUAL TO 75% OF THE EURODOLLAR MARGIN IN EFFECT FOR REVOLVING LOANS, AND
(B) TO SUCH LC ISSUER FOR ITS OWN ACCOUNT, A LETTER OF CREDIT FRONTING FEE AT A
RATE EQUAL TO 0.125% PER ANNUM.
THE LETTER OF CREDIT FEE AND THE LETTER OF
CREDIT FRONTING FEE WILL BE CALCULATED ON THE UNDRAWN FACE AMOUNT OF EACH LETTER
OF CREDIT OUTSTANDING ON EACH DAY AT THE ABOVE-APPLICABLE RATES AND WILL BE DUE
AND PAYABLE IN ARREARS ON THE FIRST DAY OF EACH FISCAL QUARTER AND AT THE END OF
THE COMMITMENT PERIOD.
28
SECTION 2.13.
NO DUTY TO INQUIRE.
(A) DRAFTS AND
DEMANDS.
LC ISSUER IS AUTHORIZED AND INSTRUCTED TO ACCEPT AND PAY DRAFTS AND
DEMANDS FOR PAYMENT UNDER ANY LETTER OF CREDIT WITHOUT REQUIRING, AND WITHOUT
RESPONSIBILITY FOR, ANY DETERMINATION AS TO THE EXISTENCE OF ANY EVENT GIVING
RISE TO SAID DRAFT, EITHER AT THE TIME OF ACCEPTANCE OR PAYMENT OR THEREAFTER.
LC ISSUER IS UNDER NO DUTY TO DETERMINE THE PROPER IDENTITY OF ANYONE PRESENTING
SUCH A DRAFT OR MAKING SUCH A DEMAND (WHETHER BY TESTED TELEX OR OTHERWISE) AS
THE OFFICER, REPRESENTATIVE OR AGENT OF ANY BENEFICIARY UNDER ANY LETTER OF
CREDIT, AND PAYMENT BY LC ISSUER TO ANY SUCH BENEFICIARY WHEN REQUESTED BY ANY
SUCH PURPORTED