(C)
FEES.
(I)
THE BORROWER WILL PAY TO THE ISSUER A
COMMISSION WITH RESPECT TO EACH LETTER OF CREDIT (HEREIN, THE "LETTER OF CREDIT
FEE"). FOR EACH STANDBY LETTER OF CREDIT, THE BORROWER AGREES TO PAY THE LETTER
OF CREDIT FEE EQUAL TO AN AMOUNT CALCULATED ON THE FACE AMOUNT OF SUCH STANDBY
LETTER OF CREDIT OUTSTANDING FROM TIME TO TIME AT AN ANNUAL RATE EQUAL TO 0.90%,
PAYABLE IN ARREARS DUE AND PAYABLE ON THE FIRST DAY OF EACH MONTH AND ON THE
MATURITY DATE, OR IF ANY SUCH DAY IS NOT A BUSINESS DAY, ON THE NEXT SUCCEEDING
BUSINESS DAY; PROVIDED, HOWEVER, THAT WHILE ANY EVENT OF DEFAULT EXISTS OR
FOLLOWING THE MATURITY DATE, THE RATE AT WHICH THE LETTER OF CREDIT FEE IS
CALCULATED WITH RESPECT TO EACH STANDBY LETTER OF CREDIT SHALL BE EQUAL 2.90%.
(II)
IN ADDITION, THE BORROWER SHALL PAY TO THE
LENDER, ON DEMAND, ANY AND ALL OF THE LENDER'S CUSTOMARY FEES IN CONNECTION WITH
THE NEGOTIATION AND ADMINISTRATION OF, AND ANY DRAWINGS OR ACCEPTANCES UNDER,
ANY LETTER OF CREDIT.
(D)
WHENEVER A DRAFT SUBMITTED UNDER A LETTER OF
CREDIT IS PAID BY THE ISSUER, THE ISSUER SHALL REQUEST IMMEDIATE REIMBURSEMENT
FROM THE BORROWER FOR THE AMOUNT OF THE DRAFT. IF SUFFICIENT FUNDS ARE NOT
IMMEDIATELY PAID TO THE ISSUER BY THE BORROWER, THE BORROWER SHALL BE DEEMED TO
HAVE REQUESTED AN ADVANCE AND SHALL FUND SUCH REQUEST FOR AN ADVANCE FOR
PURPOSES OF REIMBURSING THE LENDER FOR THE AMOUNT OF SUCH DRAFT SO PAID BY THE
ISSUER (LESS ANY AMOUNTS REALIZED BY THE ISSUER PURSUANT TO THE FIRST SENTENCE
OF THIS SECTION 2.6(D)). SUCH ADVANCES SHALL INITIALLY BEAR INTEREST AT THE BASE
RATE. SUCH ADVANCES MAY BE CONVERTED TO LIBOR RATE FUNDINGS IN ACCORDANCE WITH
SECTION 2.3(C) OF THIS AGREEMENT. IF DUE TO THE OCCURRENCE AND
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CONTINUANCE OF A DEFAULT OR AN EVENT OF DEFAULT, OR THE FAILURE TO SATISFY ANY
OF THE CONDITIONS SET FORTH IN SECTION 7.2 THE LENDER DOES NOT MAKE SUCH ADVANCE
AS CONTEMPLATED ABOVE AND THE BORROWER DOES NOT OTHERWISE REIMBURSE THE ISSUER
FOR THE AMOUNT OF THE DRAFT SO PAID BY THE ISSUER, THE BORROWER SHALL
NONETHELESS BE OBLIGATED TO REIMBURSE THE AMOUNT OF THE DRAFT TO THE ISSUER,
WITH INTEREST UPON SUCH AMOUNT AT THE DEFAULT RATE FROM AND AFTER THE DATE SUCH
DRAFT IS PAID BY THE ISSUER UNTIL THE AMOUNT THEREOF IS REPAID TO THE ISSUER IN
FULL.
(E)
THE BORROWER AGREES THAT, IN PAYING ANY
DRAWING UNDER A LETTER OF CREDIT, THE ISSUER SHALL NOT HAVE ANY RESPONSIBILITY
TO OBTAIN ANY DOCUMENT (OTHER THAN ANY SIGHT DRAFT AND CERTIFICATES EXPRESSLY
REQUIRED BY SUCH LETTER OF CREDIT) OR TO ASCERTAIN OR INQUIRE AS TO THE VALIDITY
OR ACCURACY OF ANY SUCH DOCUMENT OR THE AUTHORITY OF THE PERSON EXECUTING OR
DELIVERING ANY SUCH DOCUMENT.
(F)
THE BORROWER HEREBY ASSUMES ALL RISKS OF
THE ACTS OR OMISSIONS OF ANY BENEFICIARY OR TRANSFEREE WITH RESPECT TO ITS USE
OF ANY LETTER OF CREDIT;