(b) The Obligor hereby agrees to pay to the Bank, following payment by the
Bank of any Purchase Drawing presented under the Letter of Credit, interest on
all amounts owed the Bank as the result of the Bank honoring the Drawing,
payable monthly, at a fluctuating interest rate per annum (computed on the basis
of a year of 360 days) equal to one percent (1%) above the Bank's Prime Rate.
The Bank shall notify the Obligor in writing of the amounts due pursuant to this
Subsection 1(b). The amount of each Purchase Drawing shall be due and payable
upon the earlier of (A) the expiration or earlier termination date of the Letter
of Credit, (B) upon the occurrence of an Event of Default, (C) immediately from
the proceeds of a remarketing of the Bonds to the extent of such remarketing
proceeds; or (D) sixty (60) days after the date of such Purchase Drawing.
(c) In addition, the Obligor hereby agrees to pay to the Bank a commission
with respect to the Letter of Credit, computed (on the basis of a year of 360
days for the actual number of days elapsed) at the rate of three quarters of one
percent (3/4%) per annum on the Letter of Credit Amount (or, in the event, and
effective the first date on which an annual payment of the Letter of Credit
commission is due following the date of any reduction in the maximum amount
available under the Letter of Credit in accordance with the terms thereof, on
such smaller amount to which the maximum amount available under the Letter of
Credit may have been so reduced from time to time) from and including the date
of issuance of the Letter of Credit to but excluding the last day a drawing is
available under the Letter of Credit (the "Expiration Date"), payable annually
in advance on the first day of December of each year until the Expiration Date;
provided, that the first installment shall be payable on the date of issuance of
the Letter of Credit for the period from and including such date of issuance
until November 30, 2005. If the Expiration Date occurs on a day prior to the
date to which a commission has been prepaid under this Section 1(b), the Bank
agrees to repay, promptly after the Expiration Date, such portion of such
commission as is allocable to the period from and including the Expiration Date
until the day to which such commission has been prepaid; provided, that the Bank
shall not be obligated to repay any portion of such commission if at the close
of the Bank's business on the Expiration Date an Event of Default shall have
occurred and is then continuing.
(d) If any change in any law or regulation or in the interpretation or
implementation thereof by any court or administrative or governmental authority
charged with the administration thereof (including, without limitation, a change
in a requirement that affects the manner in which the Bank allocates capital
resources to its commitments, including its obligations hereunder and under the
Letter of Credit) shall either (i) impose, modify or deem applicable any
reserve, special deposit, limitation or similar requirement against letters of
credit issued by, or assets held by, or deposits in or for the account of, the
Bank or (ii) impose upon, modify, require, make or deem applicable to the Bank
any increased capital requirement or similar requirement (including, without
limitation, a new requirement that affects the manner in which the Bank
allocates capital resources to its commitments including its obligations
hereunder or under the Letter of Credit) or (iii) impose on the Bank any other
condition regarding this Agreement or the Letter of Credit, and the result of
any event referred to in clause (i), (ii) or (iii) above shall be an increase in
the cost to the Bank of issuing or maintaining the Letter of Credit or reduce
the rate of return on capital, as a consequence of the issuing or maintaining
the Letter of Credit or performing the Bank's obligations hereunder, to a level
below that which the Bank would have achieved but for such events; (which
increase in cost or decreased benefit shall be determined by the Bank's
reasonable allocation of the aggregate of such cost increases or reduced
benefits resulting from
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