Common use of Reimbursement and Other Payments Clause in Contracts

Reimbursement and Other Payments. (a) The LOC Bank hereby agrees to pay to the Confirming Bank the following amounts: (i) when a draw is made under the Confirmation: (A) immediately after such drawing under the Confirmation, a sum (and interest thereon as provided in subsection (iii) below) equal to the amount drawn under the Confirmation in reimbursement of the Confirming Bank for such draw; and (B) in connection with each drawing on the Confirmation, a drawing fee of $250 for each such drawing (and interest thereon as provided in subsection (iii) below); (ii) immediately after any transfer or amendment of the Confirmation in accordance with its terms, a fee equal to $1,500 (and interest thereon as provided in subsection (iii) below); (iii) on the date hereof, an origination fee of $100; (iv) interest on any and all amounts not paid by LOC Bank when due hereunder, for each day from the date such amounts become due until the date on which payment in full is made, after as well as before judgment, shall be payable on demand, at a fluctuating interest rate per annum calculated on the basis of the actual number of days elapsed over a year of 360 days, equal to the Base Rate plus three percent (3.0%); provided that such fluctuating interest rate shall in no event be higher (with respect to each amount due and payable hereunder, from the date such amount is due and payable until the date such amount is paid in full) than the maximum rate permitted by applicable law; (v) a nonrefundable letter of credit fee with respect to the Confirmation payable in advance (A) on the Issuance Date (for the period from, but not including, the Issuance Date to, and including, the Expiration Date) and (B) thereafter on each Expiration Date (for the extension period from, but not including, the existing Expiration Date to, and including, the new Expiration Date), which fee shall be calculated by multiplying the Confirmation Amount on the date of such fee is due, by a rate of 18 basis points (0.18%) per annum (the “Fee Percentage”), calculated on the basis of the actual number of days elapsed over a year of three hundred sixty (360) days for the number of days in the applicable period; provided, however, in the event that the rating on the Federal Farm Credit Banks Consolidated Systemwide Bonds is downgraded to a rating below “A” by Standard & Poor’s Ratings Group (or any comparable rating, if, at such time, Federal Farm Credit Banks Consolidated Systemwide Bonds are not rated by Standard & Poor’s Ratings Group), the Confirming Bank may, at its sole discretion, trigger an increase in the Fee Percentage as a result of such downgrade. (vi) if any change in any law or regulation or in the interpretation thereof by any Governmental Authority charged with the administration thereof shall either (A) impose, modify or deem applicable any reserve, special deposit or similar requirement against letters of credit issued or confirmed by, or assets held by, or deposits in or for the account of, the Confirming Bank or (B) impose on the Confirming Bank any other condition regarding this Agreement or the Confirmation, and the result of any event referred to in clause (A) or (B) of this subsection shall be to increase the cost to the Confirming Bank of issuing or maintaining the Confirmation by an amount deemed by the Confirming Bank to be material (which increase in cost may be the result of the Confirming Bank’s reasonable allocation of the aggregate of such cost increases resulting from such events), then, within ten (10) days of demand by the Confirming Bank, all additional amounts which are necessary to compensate the Confirming Bank for such increased cost incurred by the Confirming Bank. All payments of increased costs pursuant to this subsection shall bear interest thereon if not paid within ten (10) days of such demand payment in full thereof at the rate provided in subsection (iii) above. A certificate as to such increased cost incurred by the Confirming Bank as a result of any event mentioned in clause (A) or (B) of this subsection (vi) and setting forth the additional amount or amounts to be paid to it hereunder and setting forth in reasonable detail the basis therefor and the method of calculation thereof shall be prepared in good faith and submitted by the Confirming Bank to LOC Bank and shall be conclusive (absent manifest error) as to the amount thereof. The Confirming Bank shall determine the applicability of, and the amount due under, this section consistent with the manner in which they apply similar provisions and calculate similar amounts payable to them by other borrowers having in their credit agreements provisions comparable to this section; and (vii) if after the date hereof the Confirming Bank shall have determined that the adoption of any applicable law, rule or regulation regarding capital adequacy or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the Confirming Bank or any corporation controlling the Confirming Bank (a “Bank Parent”) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the Confirming Bank’s or Bank Parent’s capital, by an amount deemed by the Confirming Bank or the Bank Parent to be material, as a consequence of its obligations under the Confirmation to a level below that which the Confirming Bank or Bank Parent could have achieved but for such adoption, change or compliance (taking into consideration the Confirming Bank’s or Bank Parent’s policies with respect to capital adequacy) then, upon notice of such change by the Confirming Bank by submission to LOC Bank of the certificate hereinafter described, within ten (10) days of receipt of such notice, such additional amount or amounts as will compensate the Confirming Bank for such reduction. All payments pursuant to this subsection (vii) shall bear interest thereon if not paid within ten days of such notice until payment in full at the rate provided in subsection (iii) above. A certificate of the Confirming Bank claiming compensation under this subsection (vii) and setting forth the additional amount or amounts to be paid to it hereunder and setting forth in reasonable detail the basis therefor and the manner of calculation thereof shall be prepared in good faith and submitted by the Confirming Bank to LOC Bank and shall be conclusive (absent manifest error). The Confirming Bank shall determine the applicability of, and the amount due under, this section consistent with the manner in which they apply similar provisions and calculate similar amounts payable to them by other borrowers having in their credit agreements provisions comparable to this section. (b) All payments by LOC Bank to the Confirming Bank hereunder shall be made in lawful currency of the United States of America and in immediately available funds at the Confirming Bank’s office at Wachovia Bank, National Association, 400 Xxxxxx Xxxxxx, 0xx Xxxxx, Xxxxxxx-Xxxxx, Xxxxx Xxxxxxxx 00000, Attention: Standby Letter of Credit Department or at such other address as the Confirming Bank shall notify the LOC Bank in writing. Whenever any payment hereunder shall be due on a day which is not a Business Day, the date for payment thereof shall be extended to the next succeeding Business Day, and any interest payable thereon shall be payable for such extended time at the specified rate. (c) LOC Bank will pay all amounts payable hereunder without setoff or counterclaim and free and clear of any Taxes. If any Taxes are levied or imposed on the amounts payable hereunder, LOC Bank will pay the full amount of such Taxes, and such additional amounts as may be necessary so that every net payment of amounts due hereunder, after withholding or deduction for or on account of any such Taxes, will not be less than the amounts stated to be due hereunder. In addition, LOC Bank will, on demand, indemnify and hold harmless the Confirming Bank against, and reimburse the Confirming Bank upon demand for, the amount of any Taxes so levied or imposed, other than by deduction or withholding, and paid by the Confirming Bank.

Reimbursement and Other Payments. (a) The LOC Bank hereby Company agrees to pay to the Confirming Bank the following amountsBank: (i) when a draw no later than the close of business on the day on which any amount is made paid pursuant to an A Drawing under the Confirmation: (A) immediately after such drawing under Letter of Credit in respect of principal of the ConfirmationBonds, a B Drawing in respect of interest on the Bonds or a D Drawing in respect of the portion of the purchase price of Bonds tendered for purchase pursuant to Section 2.4 of the Indenture which represents accrued interest on the Bonds, a sum (and interest thereon as provided in subsection (iii) below) equal to the amount drawn under the Confirmation in reimbursement of the Confirming Bank for such draw; and (B) in connection with each drawing on the Confirmation, a drawing fee of $250 for each such drawing (and interest thereon as provided in subsection (iii) below)so drawn; (ii) immediately after any transfer or amendment no later than the earliest of (x) the Expiration Date, (y) the date on which the Pledged Bonds with respect to which such C Drawing was made are remarketed and (z) the date on which the principal of the Confirmation in accordance with its termsBonds becomes due and payable, whether at stated maturity, by acceleration or otherwise, a fee sum equal to $1,500 any amount paid pursuant to a C Drawing under the Letter of Credit in respect of the portion of the purchase price for Bonds tendered for purchase pursuant to Section 2.4 of the Indenture which represents principal of the Bonds (and interest thereon on such amount as provided in subsection clause (iii) below); (iii) interest on any amount unpaid by the Company under clause (ii) from the date such amount is drawn under the Letter of Credit until due, payable monthly in arrears, on the date hereoflast day of each month and when such amount is paid, an origination fee at a fluctuating interest rate per annum (computed on the basis of $100;a year of 360 days for the actual number of days elapsed) equal to 1% per annum over the Bank's prime rate as announced to be in effect from time to time (the "Prime Rate") which rate shall change as and when said Prime Rate shall change; and (iv) interest on any and all amounts not paid unpaid by LOC Bank the Company when due hereunder, for each day hereunder from the date such amounts become due until the date on which payment in full is madefull, after as well as before judgment, shall be payable on demand, at a fluctuating interest rate per annum calculated (on the basis of a 360 day year for the actual number of days elapsed over a year of 360 days, elapsed) equal to 2% per annum above the Base Rate plus three percent cost to the Bank of overnight funds in the amount or amounts so unpaid (3.0%); provided that such fluctuating interest rate shall but in no event be higher (with respect to each amount due and payable hereunder, from the date such amount is due and payable until the date such amount is paid in full) than the maximum rate permitted by applicable law;), the determination by the Bank of such cost to be conclusive and binding on the Company, absent manifest error. (vb) The Company agrees that it will pay to the Bank (i) a nonrefundable facility fee in the amount of $10,833, payable on the Date of Issuance, (ii) letter of credit fee fees with respect to the Confirmation payable in advance Letter of Credit (A) on the Issuance Date (for the period from, but not including, the Issuance Date to, and including, the Expiration Date) and (B) thereafter on each Expiration Date (for the extension period from, but not including, the existing Expiration Date to, and including, the new Expiration Date), which fee shall be calculated by multiplying the Confirmation Amount on the date of such fee is due, by a rate of 18 basis points (0.18%) per annum (the “Fee Percentage”), calculated computed on the basis of a year of 365, or 366 days, as the case may be, for the actual number of days elapsed over a elapsed), payable semi-annually in arrears on the last day of June and December in each year in an amount equal to 45/100 of three hundred sixty 1% per annum of the Stated Amount in effect from time to time (360) days provided that the letter of credit fees for the number first six months from the Date of days Issuance shall be non- refundable and shall be due and payable in all events and be based on the initial Stated Amount notwithstanding any reduction of the Stated Amount or any cancellation of the Letter of Credit), (iii) utilization fees in the applicable period; providedamount of $100 for each Drawing under the Letter of Credit, howeverpayable on demand, and (iv) a transfer fee upon each transfer of the Letter of Credit in an amount equal to the event that the rating on the Federal Farm Credit Banks Consolidated Systemwide Bonds is downgraded to a rating below “A” by Standard & Poor’s Ratings Group (or any comparable rating, if, at such time, Federal Farm Credit Banks Consolidated Systemwide Bonds are not rated by Standard & Poor’s Ratings Group), the Confirming Bank may, at its sole discretion, trigger an increase in the Fee Percentage as a result Bank's then current letter of such downgradecredit transfer fee. (vic) if If after the date hereof, any change in any law or regulation or in the interpretation thereof by any Governmental Authority court or administrative or governmental authority charged with the administration thereof or the enactment of any law or regulation shall either (Ai) impose, modify or deem applicable any reserve, special deposit or similar requirement (excluding capital adequacy requirements), against letters of credit issued or confirmed by, or assets held by, or deposits in or for the account of, the Confirming Bank or (Bii) impose on the Confirming Bank any other condition regarding this Agreement or the Confirmation, Letter of Credit and the result of any event referred to in clause (Ai) or (Bii) of this subsection shall be to increase the cost to the Confirming Bank of issuing or maintaining the Confirmation by an amount deemed by the Confirming Bank to be material Letter of Credit (which increase in cost may shall be calculated in accordance with the result of the Confirming Bank’s 's reasonable allocation of the aggregate of such cost increases resulting from such events), then, within ten (10) days of upon written demand by the Confirming Bank, all additional amounts which are necessary the Company shall pay to compensate the Confirming Bank for an amount equal to such increased cost incurred by the Confirming Bankincrease in cost. All payments of increased costs pursuant to this subsection Such amount shall bear interest thereon if not paid within ten (10) days from the second Business Day after receipt by the Company of such demand until payment in full thereof at the rate provided in subsection clause (iii) aboveof subsection (a) of this Section. A certificate as to the amount of such increased increase in cost incurred by the Confirming Bank as a result of any event mentioned in clause (A) or (B) of this subsection (vi) and setting forth the additional amount or amounts to be paid to it hereunder and setting forth in reasonable detail the basis therefor and the method of calculation thereof shall be prepared in good faith and submitted by the Confirming Bank to LOC Bank the Company together with the aforesaid demand therefor and shall be conclusive (absent manifest error) as to the amount thereof. The Confirming Bank shall determine the applicability of, and the amount due under, this section consistent with the manner in which they apply similar provisions and calculate similar amounts payable to them by other borrowers having in their credit agreements provisions comparable to this section; and (vii) if after the date hereof the Confirming Bank shall have determined that the adoption of any applicable law, rule or regulation regarding capital adequacy or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the Confirming Bank or any corporation controlling the Confirming Bank (a “Bank Parent”) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the Confirming Bank’s or Bank Parent’s capital, by an amount deemed by the Confirming Bank or the Bank Parent to be material, as a consequence of its obligations under the Confirmation to a level below that which the Confirming Bank or Bank Parent could have achieved but for such adoption, change or compliance (taking into consideration the Confirming Bank’s or Bank Parent’s policies with respect to capital adequacy) then, upon notice of such change by the Confirming Bank by submission to LOC Bank of the certificate hereinafter described, within ten (10) days of receipt of such notice, such additional amount or amounts as will compensate the Confirming Bank for such reduction. All payments pursuant to this subsection (vii) shall bear interest thereon if not paid within ten days of such notice until payment in full at the rate provided in subsection (iii) above. A certificate of the Confirming Bank claiming compensation under this subsection (vii) and setting forth the additional amount or amounts to be paid to it hereunder and setting forth in reasonable detail the basis therefor and the manner of calculation thereof shall be prepared in good faith and submitted by the Confirming Bank to LOC Bank and shall be conclusive (absent manifest error). The Confirming Bank shall determine the applicability of, and the amount due under, this section consistent with the manner in which they apply similar provisions and calculate similar amounts payable to them by other borrowers having in their credit agreements provisions comparable to this section. (bd) All payments by LOC Bank the Company to the Confirming Bank hereunder shall be made in lawful currency of the United States of America and in immediately available funds at the Confirming Bank’s office 's New York office, which at Wachovia Bankthe date hereof is located at 299 Park Avenue, National AssociationNew York, 400 Xxxxxx Xxxxxx, 0xx Xxxxx, Xxxxxxx-Xxxxx, Xxxxx Xxxxxxxx 00000, Attention: Standby Letter of Credit Department or at such other address as the Confirming Bank shall notify the LOC Bank in writingNew York 10171. Whenever any payment hereunder shall be due on Whenexxx xxx xxxxxxx xxxxxxxxx xxxxx xx xxx xx a day which is not a Business Day, the date for payment thereof shall be extended to the next succeeding Business Day, and any interest payable thereon shall be payable for such extended time at the specified rate. (c) LOC Bank will pay all amounts payable hereunder without setoff or counterclaim and free and clear of any Taxes. If any Taxes are levied or imposed on the amounts payable hereunder, LOC Bank will pay the full amount of such Taxes, and such additional amounts as may be necessary so that every net payment of amounts due hereunder, after withholding or deduction for or on account of any such Taxes, will not be less than the amounts stated to be due hereunder. In addition, LOC Bank will, on demand, indemnify and hold harmless the Confirming Bank against, and reimburse the Confirming Bank upon demand for, the amount of any Taxes so levied or imposed, other than by deduction or withholding, and paid by the Confirming Bank.

Reimbursement and Other Payments. (a) The LOC In consideration for the Bank’s agreement to extend the Letter of Credit, the Lessee hereby unconditionally acknowledges and agrees, for the benefit of the Bank, to pay and perform all of the Issuer’s Letter of Credit Obligations, including, without limitation, the Issuer’s obligation to reimburse the Bank hereby agrees for all amounts drawn under the Letter of Credit and all other amounts advanced or paid by the Bank, plus all expenses, indemnities and other amounts payable to or for the benefit of the Bank under the Letter of Credit Agreement, as and when the same shall become due and payable, provided however, that all such obligations shall be payable by the Lessee on a full recourse basis without regard to Section 14.15 of the Letter of Credit Agreement, and all of the obligations of the Lessee under this Reimbursement Agreement, and such obligations of the Lessee shall include, without limitation, the Lessee’s unconditional promise to pay to the Confirming Bank the following amountsBank: (i) when a draw is made under the Confirmation: (Aa) immediately after such drawing under on demand by the ConfirmationBank, a sum equal to (i) any amount drawn under, or paid by the Bank in good faith under, the Letter of Credit pursuant to a Bond Purchase Principal Drawing, plus (ii) interest on such amount as provided in paragraph (j) below; (b) immediately and no later than 5:00 p.m. (without the necessity of any demand by or notice from the Bank) on each date that the Bank pays any amount drawn under, or paid by the Bank in good faith under, the Letter of Credit pursuant to a Principal Drawing or an Interest Drawing or an Acceleration Drawing, a sum equal to (i) such amount so drawn under, or paid by the Bank in good faith under, the Letter of Credit pursuant to a Principal Drawing or an Interest Drawing or an Acceleration Drawing, plus (ii) interest on such amount as provided in paragraph (j) below; (c) immediately on demand by the Bank, any amount drawn under, or paid by the Bank in good faith under, the Letter of Credit pursuant to a Bond Purchase Interest Drawing, a sum equal to (i) such amount so drawn under, or paid by the Bank in good faith under, the Letter of Credit pursuant to a Bond Purchase Interest Drawing, plus (ii) interest on such amount as provided in paragraph (j) below (d) immediately on demand by the Bank, a sum equal to (i) any and all reasonable charges and expenses (excluding the Bank’s internal overhead) which the Bank may pay or incur relative to the payment of any draft drawn under, or paid by the Bank in good faith under, the Letter of Credit or in connection with any amendment or extension of or substitution for or renewal of the Letter of Credit, plus (ii) interest thereon as provided in subsection paragraph (j) below; (e) immediately on demand by the Bank, a sum equal to (i) the amount advanced or paid by the Bank pursuant to the provisions of Section 4.7 or Section 14.9 of the Letter of Credit Agreement, plus (ii) interest on such amount as provided in paragraph (j) below, plus (iii) belowany and all reasonable charges and expenses which the Bank may pay or incur relative to such payment; (f) equal to immediately (without the amount drawn under necessity of any demand by or notice from the Confirmation Bank) as and when due and payable, the Letter of Credit Fee and the Negotiation Fee as set forth in reimbursement Section 4.1 of the Confirming Bank for such draw; and Letter of Credit Agreement (B) in connection with each drawing on including any additional amounts required by Section 5.4 of the ConfirmationLetter of Credit Agreement), a drawing fee of $250 for each such drawing (and plus interest thereon as provided in subsection paragraph (iiij) below); (iig) immediately after on demand by the Bank, any transfer and all expenses incurred by the Bank in enforcing any rights under the Letter of Credit Agreement or amendment of the Confirmation in accordance with its terms, a fee equal to $1,500 (and this Reimbursement Agreement plus interest thereon as provided in subsection paragraph (iiij) below); (iiih) immediately on demand by the date hereofBank, an origination fee all other costs and expenses of $100the Bank, as set forth in the Letter of Credit Agreement (including, without limitation, all costs and expenses payable pursuant to Section 4.6 of the Letter of Credit Agreement) plus interest thereon as provided in paragraph (j) below; (ivi) immediately on demand by the Bank upon any transfer of the Letter of Credit, the transfer charge payable to the Bank pursuant to the Letter of Credit ($750) plus interest thereon as provided in paragraph (j) below (a “transfer” of the Letter of Credit means the designation of a new beneficiary thereunder as a substitute Trustee under the Indenture); and (j) immediately on demand by the Bank, interest on any and all amounts not paid and sums payable by LOC Bank when due hereunderthe Lessee under this Reimbursement Agreement at any time (including, for each day without limitation, any and all amounts or sums described or referred to in paragraphs (a) through (i) above), such interest being payable from the date such amounts and sums become due until the date Bank actually receives payment thereof in full, at the Reimbursement Rate. Interest on which payment in full is madeany amounts advanced or paid by the Bank or any costs, after as well as before judgment, charges and expenses incurred by the Bank shall be payable on demand, at a fluctuating interest rate per annum calculated on the basis of the actual number of days elapsed over a year of 360 days, equal to the Base Rate plus three percent (3.0%); provided that such fluctuating interest rate shall in no event be higher (with respect to each amount due and payable hereunderfrom the date such amounts are advanced or costs are incurred or paid by the Bank until the Bank actually receives payment thereof in full at the Reimbursement Rate; provided, however, notwithstanding the foregoing provisions of this paragraph, interest on the amounts due pursuant to paragraphs (d), (f) and (h) shall not be due and payable until 15 days after notice to the Lessee of the amounts due. The Bank and the Lessee contemplate that pursuant to the Indenture, the amounts paid by the Bank under the Letter of Credit pursuant to a Principal Drawing or an Interest Drawing or a Bond Purchase Interest Drawing, will, in the ordinary course, be repaid directly to the Bank by the Trustee from certain payments made to the Issuer by the Lessee pursuant to the Facility Lease, which payments are to be deposited by the Trustee in the Bond Fund. The Lessee shall not, however, be relieved of liability for repaying any such amounts (plus interest thereon, at the Reimbursement Rate, from the date such amounts are paid by the Bank under the Letter of Credit) to the Bank by reason of any action or inaction on the part of the Trustee or any other person which results in a failure by the Bank to actually receive such amounts from the Trustee pursuant to the Indenture or results in any delay in the receipt by the Bank of such amount is from the Trustee pursuant to the Indenture. All amounts paid by the Bank under the Letter of Credit shall bear interest from the date such amounts are paid by the Bank until such time as such amounts are actually repaid to the Bank. (a) the Issuer shall apply any and all amounts which it receives in respect to the principal of and interest on the Pledged Bonds to the repayment of amounts from time to time owing to the Bank under the Letter of Credit Agreement; and (b) notwithstanding any other terms and provisions of any of the Letter of Credit Documents, the amounts set forth hereinabove shall be due and payable until in full by the Lessee at the time indicated, regardless of whether or not the Bank (or the Pledged Bonds Custodian, for the account of the Bank) is then holding any Pledged Bonds as a result of any Bond Purchase Principal Drawing and regardless of whether or not the Bank (in its sole discretion) has theretofore extended the time for payment of any amounts payable by the Lessee hereunder. Notwithstanding anything to the contrary set forth in this Section, following the date on which the Bank honors a Bond Purchase Principal Drawing, the Bank will not make demand for the payment of the amounts payable under paragraph (a) above in connection with such Bond Purchase Principal Drawing, so long as (1) within 48 hours after the Bank honors such Bond Purchase Principal Drawing (or such longer period of time not to exceed five Business Days if the Trustee advises the Bank that the delay is caused by administrative difficulties), the Pledged Bonds Custodian receives an aggregate principal amount is paid in full) than the maximum rate permitted by applicable law; (v) a nonrefundable letter of credit fee with respect Bonds equal to the Confirmation payable amount of such Bond Purchase Principal Drawing, registered by the Trustee in advance (A) on the Issuance Date (for the period fromIssuer’s name, but not including, the Issuance Date toas owner, and includingin the Bank’s name, as pledgee, (2) the Expiration DateBank actually receives all payments of the principal of and interest on such Bonds, when due, (3) no Event of Default shall have occurred and be continuing, and (B4) thereafter on each Expiration Date (for the extension period from, but Letter of Credit shall not including, the existing Expiration Date to, and including, the new Expiration Date), which fee shall be calculated by multiplying the Confirmation Amount on have expired. On the date of such fee is due, by a rate of 18 basis points (0.18%) per annum (the “Fee Percentage”), calculated on the basis expiration of the actual number Letter of days elapsed over a year Credit, all amounts payable under paragraph (a) above in connection with such Bond Purchase Principal Drawing which shall not have been repaid, together with all accrued and unpaid interest thereon, shall become immediately due and payable, without the necessity of three hundred sixty (360) days for any demand by or notice from the number of days in the applicable periodBank; provided, however, in the event that the rating on the Federal Farm Credit Banks Consolidated Systemwide Bonds if such Bond Purchase Principal Drawing is downgraded to a rating below “A” by Standard & Poor’s Ratings Group (or any comparable rating, if, at such time, Federal Farm Credit Banks Consolidated Systemwide Bonds are not rated by Standard & Poor’s Ratings Group), the Confirming Bank may, at its sole discretion, trigger an increase in the Fee Percentage as a result of such downgrade. (vi) if any change in any law or regulation or in the interpretation thereof by any Governmental Authority charged with the administration thereof shall either (A) impose, modify or deem applicable any reserve, special deposit or similar requirement against letters of credit issued or confirmed by, or assets held by, or deposits in or for the account of, the Confirming Bank or (B) impose on the Confirming Bank any other condition regarding this Agreement or the Confirmation, and the result of any event referred to a Downgrade, all amounts payable in clause (A) connection with such Bond Purchase Principal Drawing which shall not have been repaid, together with all accrued and unpaid interest thereon, shall become immediately due and payable, without demand or (B) of this subsection shall be to increase notice from the cost to the Confirming Bank of issuing or maintaining the Confirmation by an amount deemed by the Confirming Bank to be material (which increase in cost may be the result of the Confirming Bank’s reasonable allocation of the aggregate of such cost increases resulting from such events), then, within ten (10) days of demand by the Confirming Bank, all additional amounts which are necessary to compensate the Confirming Bank for such increased cost incurred by the Confirming Bank. All payments of increased costs pursuant to this subsection shall bear interest thereon if not paid within ten (10) days of such demand payment in full thereof at the rate provided in subsection (iii) above. A certificate as to such increased cost incurred by the Confirming Bank as a result of any event mentioned in clause (A) or (B) of this subsection (vi) and setting forth the additional amount or amounts to be paid to it hereunder and setting forth in reasonable detail the basis therefor and the method of calculation thereof shall be prepared in good faith and submitted by the Confirming Bank to LOC Bank and shall be conclusive (absent manifest error) as to the amount thereof. The Confirming Bank shall determine the applicability of, and the amount due under, this section consistent with the manner in which they apply similar provisions and calculate similar amounts payable to them by other borrowers having in their credit agreements provisions comparable to this section; and (vii) if after the date hereof the Confirming Bank shall have determined that the adoption of any applicable law, rule or regulation regarding capital adequacy or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the Confirming Bank or any corporation controlling the Confirming Bank (a “Bank Parent”) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the Confirming Bank’s or Bank Parent’s capital, by an amount deemed by the Confirming Bank or the Bank Parent to be material, as a consequence of its obligations under the Confirmation to a level below that which the Confirming Bank or Bank Parent could have achieved but for such adoption, change or compliance (taking into consideration the Confirming Bank’s or Bank Parent’s policies with respect to capital adequacy) then, upon notice of such change by the Confirming Bank by submission to LOC Bank of the certificate hereinafter described, within ten (10) days of receipt of such notice, such additional amount or amounts as will compensate the Confirming Bank for such reduction. All payments pursuant to this subsection (vii) shall bear interest thereon if not paid within ten days of such notice until payment in full at the rate provided in subsection (iii) above. A certificate of the Confirming Bank claiming compensation under this subsection (vii) and setting forth the additional amount or amounts to be paid to it hereunder and setting forth in reasonable detail the basis therefor and the manner of calculation thereof shall be prepared in good faith and submitted by the Confirming Bank to LOC Bank and shall be conclusive (absent manifest error). The Confirming Bank shall determine the applicability of, and the amount due under, this section consistent with the manner in which they apply similar provisions and calculate similar amounts payable to them by other borrowers having in their credit agreements provisions comparable to this section. (b) All payments by LOC Bank to the Confirming Bank hereunder shall be made in lawful currency of the United States of America and in immediately available funds at the Confirming Bank’s office at Wachovia Bank, National Association, 400 Xxxxxx Xxxxxx, 0xx Xxxxx, Xxxxxxx-Xxxxx, Xxxxx Xxxxxxxx 00000, Attention: Standby Letter of Credit Department or at such other address as the Confirming Bank shall notify the LOC Bank in writing. Whenever any payment hereunder shall be due on a day which is not a Business Day, 180 days following the date for payment thereof shall be extended to on which the next succeeding Business Day, and any interest payable thereon shall be payable for Bank honors such extended time at the specified rateBond Purchase Principal Drawing. (c) LOC Bank will pay all amounts payable hereunder without setoff or counterclaim and free and clear of any Taxes. If any Taxes are levied or imposed on the amounts payable hereunder, LOC Bank will pay the full amount of such Taxes, and such additional amounts as may be necessary so that every net payment of amounts due hereunder, after withholding or deduction for or on account of any such Taxes, will not be less than the amounts stated to be due hereunder. In addition, LOC Bank will, on demand, indemnify and hold harmless the Confirming Bank against, and reimburse the Confirming Bank upon demand for, the amount of any Taxes so levied or imposed, other than by deduction or withholding, and paid by the Confirming Bank.

Reimbursement and Other Payments. (a) The LOC Bank -------------------------------- Company hereby agrees to pay to the Confirming Bank the following amounts: Bank: (i) when a draw by the close of business on the Business Day that any payment by the Bank is made under with respect to any drawing other than a C Drawing upon the Confirmation: Letter of Credit, the amount (and interest on such amount as provided in clause (iv) below) of such drawing; (ii) with respect to any C Drawing made pursuant to Section 4.05 of the Indenture, by the close of business on the Business Day that any payment by the Bank is made with respect to such drawing, the amount (and interest on such amount as provided in clause (iv) below) of such drawing, and with respect to any C Drawing made pursuant to Section 4.01 or Section 4.03 of the Indenture, on the earlier to occur of (A) immediately after 180 days following such C Drawing, (B) the date the Bonds for which such C Drawing was made are remarketed and (C) the Termination Date, the amount of such drawing, together with interest on such amount from the date of such drawing under until due at a fluctuating per annum rate equal to the ConfirmationBase Rate, payable quarterly in arrears on the first day of each January, April, July and October and on the date of payment of such amount (and interest on all such amounts as provided in clause (iv) below); (iii) upon each drawing upon the Letter of Credit a sum (and interest thereon on such sum as provided in subsection clause (iiiiv) below) equal to the amount drawn under the Confirmation in reimbursement of the Confirming Bank for such draw$250; and (B) in connection with each drawing on the Confirmation, a drawing fee of $250 for each such drawing (and interest thereon as provided in subsection (iii) below); (ii) immediately after any transfer or amendment of the Confirmation in accordance with its terms, a fee equal to $1,500 (and interest thereon as provided in subsection (iii) below); (iii) on the date hereof, an origination fee of $100; (iv) interest on any and all amounts not paid by LOC Bank when due hereunder, for each day remaining unpaid hereunder from the date such amounts become due until the date on which payment in full is made, (after as well as before judgment), shall be payable on demand, at a fluctuating interest rate per annum calculated on the basis of the actual number of days elapsed over a year of 360 days, rate equal to the Base Rate plus three two percent (3.02%); provided that such fluctuating interest rate shall in no event be higher (with respect to each amount due and payable hereunder, from the date such amount is due and payable until the date such amount is paid in full) than the maximum rate permitted by applicable law; (v) a nonrefundable letter upon reasonable notice from the Bank, any and all reasonable out-of-pocket charges and expenses which the Bank may pay or incur relative to the Letter of credit fee Credit and any and all reasonable expenses incurred by the Bank in enforcing any rights under this Agreement. (b) The Company hereby agrees to pay to the Bank an annual commission (the "Letter of Credit Fee") with respect to the Confirmation LC Commitment equal to the product of the LC Fee Percentage times the LC Commitment, computed on a daily basis. The Letter of Credit Fee shall be payable in advance (A) arrears on December, March and June thereafter and on the Issuance Date Termination Date. The Company further agrees to pay to the Bank the fees and other amounts set forth in the Fee Letter. (for c) Interest and the period from, but not including, the Issuance Date to, and including, the Expiration Date) and (B) thereafter on each Expiration Date (for the extension period from, but not including, the existing Expiration Date to, and including, the new Expiration Date), which fee Letter of Credit Fee payable hereunder shall be calculated by multiplying the Confirmation Amount on the date of such fee is due, by a rate of 18 basis points (0.18%) per annum (the “Fee Percentage”), calculated computed on the basis of a 360-day year for the actual number of days elapsed over a year of three hundred sixty (360) days for the number of days in the applicable period; provided, however, in the event that the rating on the Federal Farm Credit Banks Consolidated Systemwide Bonds is downgraded to a rating below “A” by Standard & Poor’s Ratings Group (or any comparable rating, if, at such time, Federal Farm Credit Banks Consolidated Systemwide Bonds are not rated by Standard & Poor’s Ratings Group), the Confirming Bank may, at its sole discretion, trigger an increase in the Fee Percentage as a result of such downgradeelapsed. (vid) if If any change in any law or regulation or in the interpretation thereof by any Governmental Authority court or administrative or governmental authority charged with the administration thereof thereof, or in United States or Switzerland generally accepted accounting principles, shall either (Ai) impose, modify or deem applicable any reserve, special deposit or similar requirement against letters of credit issued or confirmed by, or assets held by, or deposits in or for by the account of, the Confirming Bank or (Bii) impose on the Confirming Bank any other condition regarding this Agreement or the ConfirmationLetter of Credit, and the result of any event referred to in clause (Ai) or (Bii) of this subsection Section 1.02(d) shall be to increase the cost to the Confirming Bank of issuing or maintaining the Confirmation by an amount deemed by the Confirming Bank to be material Letter of Credit (which increase in cost may shall be the result of the Confirming Bank’s 's reasonable allocation of the aggregate of such cost increases resulting from such events), then, within ten (10) days of upon demand by the Confirming Bank, all the Company shall pay to the Bank, from time to time as specified by the Bank, additional amounts which are necessary in the aggregate shall be sufficient to compensate the Confirming Bank for such increased cost incurred by from the Confirming Bank. All payments of increased costs pursuant to this subsection shall bear interest thereon if not paid within ten (10) days date of such demand change, together with interest on each such amount from the date demanded until payment in full thereof at the rate provided in subsection clause (iiiiv) aboveof Section 1.02(a). A certificate as to such increased cost incurred In addition, if a determination is made by the Confirming Bank as a result of any event mentioned in clause (A) or (B) of this subsection (vi) and setting forth the additional amount or amounts to be paid to it hereunder and setting forth in reasonable detail the basis therefor and the method of calculation thereof shall be prepared in good faith and submitted by the Confirming Bank to LOC Bank and shall be conclusive (absent manifest error) as to the amount thereof. The Confirming Bank shall determine the applicability of, and the amount due under, this section consistent with the manner in which they apply similar provisions and calculate similar amounts payable to them by other borrowers having in their credit agreements provisions comparable to this section; and (vii) if after the date hereof the Confirming Bank shall have determined its sole discretion that the adoption of any applicable law, rule or regulation regarding capital adequacy adequacy, or any change therein, therein or any change in the interpretation or administration thereof by any Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the Confirming Bank or any corporation controlling the Confirming Bank (a “Bank Parent”) with any request or directive directire regarding capital adequacy (whether or not having the force of law) of any such Governmental Authorityauthority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the Confirming Bank’s or Bank Parent’s capital, by an amount deemed by the Confirming Bank or the Bank Parent to be material, 's capital as a consequence of its the Bank's obligations under this Agreement or the Confirmation Letter of Credit to a level below that which the Confirming Bank or Bank Parent could have achieved but for such adoption, change or compliance (taking into consideration the Confirming Bank’s or Bank Parent’s policies with respect to capital adequacy) compliance, then, upon notice of such change demand by the Confirming Bank Bank, the Company shall pay to the Bank, from time to time as specified by submission the Bank, additional amounts which in the aggregate shall be sufficient to LOC Bank of the certificate hereinafter described, within ten (10) days of receipt of such notice, such additional amount or amounts as will compensate the Confirming Bank for such reduction. All payments pursuant to this subsection (vii) shall bear , together with interest thereon if not paid within ten days of on each such notice amount from the date demanded until payment in full thereof at the rate provided in subsection clause (iiiiv) aboveof Section 1.02(a). A certificate of the Confirming Bank claiming compensation under this subsection (vii) and setting forth the additional amount or amounts to be paid to it hereunder and setting forth in reasonable detail any amount required to be paid by the basis therefor and the manner of calculation thereof shall be prepared in good faith and Company pursuant to this Section 1.02(d) submitted by the Confirming Bank to LOC Bank and the Company shall be conclusive (conclusive, absent manifest error). The Confirming Bank shall determine the applicability of, and the amount due under, this section consistent with the manner in which they apply similar provisions and calculate similar amounts payable to them by other borrowers having in their credit agreements provisions comparable to this section. (be) All payments by LOC Bank the Company to the Confirming Bank hereunder shall be made in lawful currency of the United States by wire transfer of America and in immediately available funds at to the Confirming Bank’s office at Wachovia Bank's Federal Reserve Bank of New York account, National AssociationABA No. 000000000 (or to such other account as the Bank shall designate in writing to the Company), 400 Xxxxxx Xxxxxx, 0xx Xxxxx, Xxxxxxx-Xxxxx, Xxxxx Xxxxxxxx 00000, Attention: Standby and noting "payment with respect to Irrevocable Letter of Credit Department No. SBY504662 issued on behalf of Fairbanks Gold Mining, Inc.", or at by any other method as may be agreed to by the Company and the Bank. If any such other address as the Confirming Bank shall notify the LOC Bank in writing. Whenever any payment hereunder shall be becomes due and payable on a day which is not other than a Business Day, the date for payment thereof same shall be extended to payable on the next succeeding Business Day, and any interest payable thereon shall be payable for such extended time at Day with the specified rate. (c) LOC Bank will pay all amounts payable hereunder without setoff or counterclaim and free and clear of any Taxes. If any Taxes are levied or imposed same effect as if made on the amounts payable hereundernominal date for payment. As used in this Agreement, LOC "Business Day" shall mean (a) a day on which the Bank will pay (at its notice address) is open for the full amount purpose of such Taxesconducting a commercial banking business and (b) a day on which banking institutions in New York, and such additional amounts as may be necessary so that every net payment New York, generally are open for the purpose of amounts due hereunder, after withholding or deduction for or on account of any such Taxes, will not be less than the amounts stated to be due hereunder. In addition, LOC Bank will, on demand, indemnify and hold harmless the Confirming Bank against, and reimburse the Confirming Bank upon demand for, the amount of any Taxes so levied or imposed, other than by deduction or withholding, and paid by the Confirming Bankconducting a commercial banking business.

Reimbursement and Other Payments. (a) The LOC If (i) the Bank hereby agrees is required to draw under a Pension Fund L/C pursuant to subsection (c) below prior to requesting payment from the Company and is not paid in full under such Pension Fund L/C or (ii) the Bank is not required to so draw under a Pension Fund L/C pursuant to subsection (c) below, the Company shall pay to the Confirming Bank the following amountsBank: (i) when a draw is made under the Confirmation: (A1) immediately after such drawing (and on the same Business Day as) any amount is drawn under the Confirmationany Letter of Credit, a sum (and interest thereon on such amount as provided in subsection (iiib) below) equal to the amount so drawn under and paid; (2) promptly upon notice from the Confirmation in reimbursement Bank of the Confirming Bank for such draw; and (B) amount thereof, any and all reasonable charges and expenses, including transaction fees in connection with each drawing on drawings under any Letter of Credit, which the ConfirmationBank may pay or incur relative to such Letter of Credit (together with the amount described in clause (1) above, a drawing fee of $250 for each such drawing (and interest thereon as provided in subsection (iii) belowthe “Amount Owing”);. (iib) immediately after any transfer or amendment of The Company shall pay to the Confirmation in accordance with its terms, a fee equal to $1,500 (and interest thereon as provided in subsection (iii) below); (iii) on the date hereof, an origination fee of $100; (iv) Bank interest on any and all amounts not paid owed and unpaid by LOC Bank the Company when due hereunder, hereunder for each day from the date such amounts become due until the date on which payment in full is madefull, after as well as before judgment, shall be payable on demand, at a fluctuating interest rate per annum calculated on the basis of the actual number of days elapsed over a year of 360 days, equal to the Base Prime Rate plus three percent (3.03%) (the “Interest Owing”); provided provided, however, that such fluctuating interest rate shall in no event be higher (with respect to each such amount due and payable hereunder, from the date such amount is due and payable until the date such amount is paid in full) than the maximum rate permitted by applicable law; (v) a nonrefundable letter of credit fee with respect to the Confirmation payable in advance (A) on the Issuance Date (for the period from, but not including, the Issuance Date to, and including, the Expiration Date) and (B) thereafter on each Expiration Date (for the extension period from, but not including, the existing Expiration Date to, and including, the new Expiration Date), which fee shall be calculated by multiplying the Confirmation Amount on the date of such fee is due, by a rate of 18 basis points (0.18%) per annum (the “Fee Percentage”), calculated on the basis of the actual number of days elapsed over a year of three hundred sixty (360) days for the number of days in the applicable period; provided, however, in the event that the rating on the Federal Farm Credit Banks Consolidated Systemwide Bonds is downgraded to a rating below “A” by Standard & Poor’s Ratings Group (or any comparable rating, if, at such time, Federal Farm Credit Banks Consolidated Systemwide Bonds are not rated by Standard & Poor’s Ratings Group), the Confirming Bank may, at its sole discretion, trigger an increase in the Fee Percentage as a result of such downgrade. (vi) if any change in any law or regulation or in the interpretation thereof by any Governmental Authority charged with the administration thereof shall either (A) impose, modify or deem applicable any reserve, special deposit or similar requirement against letters of credit issued or confirmed by, or assets held by, or deposits in or for the account of, the Confirming Bank or (B) impose on the Confirming Bank any other condition regarding this Agreement or the Confirmation, and the result of any event referred to in clause (A) or (B) of this subsection shall be to increase the cost to the Confirming Bank of issuing or maintaining the Confirmation by an amount deemed by the Confirming Bank to be material (which increase in cost may be the result of the Confirming Bank’s reasonable allocation of the aggregate of such cost increases resulting from such events), then, within ten (10) days of demand by the Confirming Bank, all additional amounts which are necessary to compensate the Confirming Bank for such increased cost incurred by the Confirming Bank. All payments of increased costs pursuant to this subsection shall bear interest thereon if not paid within ten (10) days of such demand payment in full thereof at the rate provided in subsection (iii) above. A certificate as to such increased cost incurred by the Confirming Bank as a result of any event mentioned in clause (A) or (B) of this subsection (vi) and setting forth the additional amount or amounts to be paid to it hereunder and setting forth in reasonable detail the basis therefor and the method of calculation thereof shall be prepared in good faith and submitted by the Confirming Bank to LOC Bank and shall be conclusive (absent manifest error) as to the amount thereof. The Confirming Bank shall determine the applicability of, and the amount due under, this section consistent with the manner in which they apply similar provisions and calculate similar amounts payable to them by other borrowers having in their credit agreements provisions comparable to this section; and (vii) if after the date hereof the Confirming Bank shall have determined that the adoption of any applicable law, rule or regulation regarding capital adequacy or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the Confirming Bank or any corporation controlling the Confirming Bank (a “Bank Parent”) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the Confirming Bank’s or Bank Parent’s capital, by an amount deemed by the Confirming Bank or the Bank Parent to be material, as a consequence of its obligations under the Confirmation to a level below that which the Confirming Bank or Bank Parent could have achieved but for such adoption, change or compliance (taking into consideration the Confirming Bank’s or Bank Parent’s policies with respect to capital adequacy) then, upon notice of such change by the Confirming Bank by submission to LOC Bank of the certificate hereinafter described, within ten (10) days of receipt of such notice, such additional amount or amounts as will compensate the Confirming Bank for such reduction. All payments pursuant to this subsection (vii) shall bear interest thereon if not paid within ten days of such notice until payment in full at the rate provided in subsection (iii) above. A certificate of the Confirming Bank claiming compensation under this subsection (vii) and setting forth the additional amount or amounts to be paid to it hereunder and setting forth in reasonable detail the basis therefor and the manner of calculation thereof shall be prepared in good faith and submitted by the Confirming Bank to LOC Bank and shall be conclusive (absent manifest error). The Confirming Bank shall determine the applicability of, and the amount due under, this section consistent with the manner in which they apply similar provisions and calculate similar amounts payable to them by other borrowers having in their credit agreements provisions comparable to this section. (b) All payments by LOC Bank to the Confirming Bank hereunder shall be made in lawful currency of the United States of America and in immediately available funds at the Confirming Bank’s office at Wachovia Bank, National Association, 400 Xxxxxx Xxxxxx, 0xx Xxxxx, Xxxxxxx-Xxxxx, Xxxxx Xxxxxxxx 00000, Attention: Standby Letter of Credit Department or at such other address as the Confirming Bank shall notify the LOC Bank in writing. Whenever any payment hereunder shall be due on a day which is not a Business Day, the date for payment thereof shall be extended to the next succeeding Business Day, and any interest payable thereon shall be payable for such extended time at the specified rate. (c) LOC Notwithstanding any other provision in this Section 2.04, if at any time an amount is drawn under any Letter of Credit (for whatever reason), the Bank shall, with the exceptions noted below, prior to requesting payment from the Company, draw under the Pension Fund L/C which secures such Letter of Credit, in an amount equal to the Amount Owing. The Bank is not required to draw under the Pension Fund L/C prior to requesting payment from the Company if (i) an injunction, restraining order, or other court order prevents the Bank from drawing under the Pension Fund L/C, or (ii) an event described in Section 7.01(b) or (c) has occurred with respect to the Pension Fund that has issued the Pension Fund L/C which secures the Letter of Credit which has been drawn on. In any event, the Company shall remain at all times liable for the Amount Owing and the Interest Owing with respect to each Letter of Credit, and will pay all amounts payable hereunder without setoff or counterclaim and free and clear such amount to the Bank if the Bank so requests. (d) If Xxxxxx Mae makes a drawing under the Letter of Credit because a “Letter of Credit Issuer Rating Event” (as defined in any Taxes. If any Taxes are levied or imposed on the amounts payable hereunder, LOC Bank will pay the full amount of such Taxes, and such additional amounts as may be necessary so that every net payment of amounts due hereunder, after withholding or deduction for or on account of any such Taxes, will not be less than the amounts stated to be due hereunder. In addition, LOC Bank will, on demand, indemnify and hold harmless the Confirming Bank against, and reimburse the Confirming Bank upon demand forConstruction Phase Financing Agreement) has occurred, the Bank shall draw under the Pension Fund L/C which secures such Letter of Credit, unless, prior to the draw by Xxxxxx Xxx, the Company has deposited with the Bank as cash collateral an amount of any Taxes so levied or imposed, other than by deduction or withholding, and paid by the Confirming Bankequal to such drawing.

Reimbursement and Other Payments. (a) The LOC Bank Obligor hereby agrees to pay to with the Confirming Bank the following amounts: as follows: (i) when to pay the Bank, following payment by the Bank of any drawing presented under a draw is made under Letter of Credit (other than a Purchase Drawing (as defined in the Confirmation: (A) immediately after Letter of Credit)), and on the same day on which such drawing under the Confirmationis so paid, a sum (and interest thereon on such sum as provided in subsection clause (iiiii) below) equal to the amount drawn so paid under the Confirmation in reimbursement Letter of the Confirming Bank for such drawCredit; and (B) in connection with each drawing on the Confirmation, a drawing fee of $250 for each such drawing (and interest thereon as provided in subsection (iii) below); (ii) immediately after any transfer or amendment of to pay the Confirmation in accordance with its termsBank, a fee equal to $1,500 (and interest thereon as provided in subsection (iii) below); (iii) on the date hereof, an origination fee of $100; (iv) interest on any and all amounts not paid remaining unpaid by LOC Bank when due the Obligor hereunder, for each day at any time from the date any such amounts become due amount becomes payable until the date on which payment in full is madefull, after as well as before judgment, shall be payable on demand, at a fluctuating interest rate per annum calculated (computed on the basis of a 360 day year for the actual number of days elapsed over a year of 360 dayselapsed) as shall be in effect from time to time, which rate per annum shall be equal to the Base Rate plus three percent (3.03%) above its prime rate established by the Bank from time to time, which prime rate may not necessarily be the Bank's lowest rate for loans ("Prime Rate"); , provided that such fluctuating interest rate shall in no event be higher (with respect to each amount due and payable hereunder, from the date such amount is due and payable until the date such amount is paid in full) than the maximum rate permitted by applicable law;law and, in addition, upon demand by the Bank any and all reasonable expenses including but not limited to legal expenses incurred by the Bank in enforcing any rights under this Agreement. (vb) 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 nonrefundable letter fluctuating interest rate per annum (computed on the basis of credit fee 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 Confirmation payable in advance Letter of Credit, computed (A) on the Issuance Date (for the period from, but not including, the Issuance Date to, and including, the Expiration Date) and (B) thereafter on each Expiration Date (for the extension period from, but not including, the existing Expiration Date to, and including, the new Expiration Date), which fee shall be calculated by multiplying the Confirmation Amount on the date of such fee is due, by a rate of 18 basis points (0.18%) per annum (the “Fee Percentage”), calculated on the basis of a year of 360 days for the actual number of days elapsed over a year elapsed) at the rate of three hundred sixty quarters of one percent (3603/4%) days for per annum on the number Letter of days Credit Amount (or, in the applicable periodevent, 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, however, in the event that the rating first installment shall be payable on the Federal Farm date of issuance of the Letter of Credit Banks Consolidated Systemwide Bonds is downgraded 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 rating below “A” by Standard & Poor’s Ratings Group (or any comparable rating, if, at such time, Federal Farm Credit Banks Consolidated Systemwide Bonds are not rated by Standard & Poor’s Ratings Groupcommission has been prepaid under this Section 1(b), the Confirming Bank mayagrees to repay, at its sole discretionpromptly after the Expiration Date, trigger an increase in the Fee Percentage as a result such portion of such downgradecommission 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. (vid) if If any change in any law or regulation or in the interpretation or implementation thereof by any Governmental Authority 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 (Ai) impose, modify or deem applicable any reserve, special deposit deposit, limitation or similar requirement against letters of credit issued or confirmed by, or assets held by, or deposits in or for the account of, the Confirming Bank or (Bii) 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 Confirming Bank any other condition regarding this Agreement or the ConfirmationLetter of Credit, and the result of any event referred to in clause (Ai), (ii) or (Biii) of this subsection above shall be to an increase in the cost to the Confirming Bank of issuing or maintaining the Confirmation by an amount deemed by Letter of Credit or reduce the Confirming 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 to be material would have achieved but for such events; (which increase in cost may or decreased benefit shall be determined by the result of the Confirming Bank’s 's reasonable allocation of the aggregate of such cost increases or reduced benefits resulting from such events), then, within ten (10) days of upon demand by the Confirming Bank, all the Obligor, shall immediately pay to the Bank, from time to time as specified by the Bank, additional amounts which are necessary shall be sufficient to compensate the Confirming Bank for such increased cost incurred by or decreased benefit, together with interest on each such amount commencing the Confirming Bank. All payments of increased costs pursuant to this subsection shall bear interest thereon if not paid within ten (10) days of date such demand compensation is demanded until payment in full thereof at the rate provided in subsection (iiia)(ii) above. A certificate as to such increased cost or decreased benefit incurred by the Confirming Bank as a result of any event mentioned in clause (Ai), (ii) or (Biii) of this subsection (vi) and setting forth the additional amount or amounts to be paid to it hereunder and setting forth in reasonable detail the basis therefor and the method of calculation thereof shall be prepared in good faith and above, submitted by the Confirming Bank to LOC Bank and the Obligor, shall be conclusive (absent manifest error) rebuttably presumed correct as to the amount thereof. The Confirming Bank shall determine the applicability of, and the amount due under, this section consistent with the manner thereof absent fraud or demonstrable mistake in which they apply similar provisions and calculate similar amounts payable to them by other borrowers having in their credit agreements provisions comparable to this section; andcalculation. (viie) if after the date hereof the Confirming Bank shall have determined that the adoption of any applicable lawIn addition, rule or regulation regarding capital adequacy or any change therein, or any change in the interpretation or administration thereof by event that a successor Trustee is appointed pursuant to the Indenture, the Obligor agrees to pay the Bank a commission equal to $1,500 for transferring the Letter of Credit to the successor Trustee, plus any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance out-of-pocket expenses incurred by the Confirming Bank or any corporation controlling in connection with such transfer. Both such commission and such expenses shall be paid at the Confirming Bank time of transfer of the Letter of Credit. (a “Bank Parent”f) with any request or directive regarding capital adequacy (whether or not having In addition, the force of law) of any such Governmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the Confirming Bank’s or Bank Parent’s capital, by an amount deemed by the Confirming Bank or Obligor agrees to pay the Bank Parent a Letter of Credit draw processing fee equal to be material$250, as a consequence of its obligations plus wiring and mailing expenses for each drawing under the Confirmation to a level below that which the Confirming Bank or Bank Parent could have achieved but for such adoption, change or compliance (taking into consideration the Confirming Bank’s or Bank Parent’s policies with respect to capital adequacy) then, upon notice Letter of such change by the Confirming Bank by submission to LOC Bank of the certificate hereinafter described, within ten (10) days of receipt of such notice, such additional amount or amounts as will compensate the Confirming Bank for such reduction. All payments pursuant to this subsection (vii) shall bear interest thereon if not paid within ten days of such notice until payment in full at the rate provided in subsection (iii) above. A certificate of the Confirming Bank claiming compensation under this subsection (vii) and setting forth the additional amount or amounts to be paid to it hereunder and setting forth in reasonable detail the basis therefor and the manner of calculation thereof shall be prepared in good faith and Credit submitted by the Confirming Trustee to the Bank to LOC Bank (if an interest drawing and a principal drawing are submitted at the same time, they shall be conclusive (absent manifest errortreated as one drawing for purposes of determining the draw processing fee). The Confirming Bank shall determine , said fee to be due and payable on the applicability of, and date a drawing is submitted by the amount due under, this section consistent with Trustee to the manner in which they apply similar provisions and calculate similar amounts payable to them by other borrowers having in their credit agreements provisions comparable to this sectionBank. (bg) All payments by LOC Bank the Obligor to the Confirming Bank hereunder shall be made in lawful currency money of the United States of America and in immediately available funds at the Confirming Bank’s 's office at Wachovia Bank, National Association, 400 Xxxxxx 000 Xxxxxxxx Xxxxxx, 0xx XxxxxDetroit, Xxxxxxx-XxxxxMichigan 48226, Xxxxx Xxxxxxxx 00000, Attention: Standby Letter of Credit Department or at such other address as office of the Confirming Bank shall notify the LOC Bank in writing. Whenever any payment hereunder shall be due on a day which is not a Business Day, the date for payment thereof shall be extended to the next succeeding Business Day, and any interest payable thereon shall be payable for such extended time at the specified rate. (c) LOC Bank will pay all amounts payable hereunder without setoff or counterclaim and free and clear of any Taxes. If any Taxes are levied or imposed on the amounts payable hereunder, LOC Bank will pay the full amount of such Taxes, and such additional amounts as may be necessary so that every net payment of amounts due hereunder, after withholding or deduction for or on account of any such Taxes, will not be less than designated from time to time by written notice to the amounts stated to be due hereunder. In addition, LOC Bank will, on demand, indemnify and hold harmless the Confirming Bank against, and reimburse the Confirming Bank upon demand for, the amount of any Taxes so levied or imposed, other than by deduction or withholding, and paid Obligor by the Confirming Bank. All such payments will be charged when due to Obligor's account no. 1892024777 maintained with Bank (or any other deposit or other accounts of Obligor with Bank); provided, however, this authorization shall not affect Obligor's obligation to pay, when due, any indebtedness hereunder whether or not account balances are sufficient to pay amounts due.

Reimbursement and Other Payments. (a) The LOC If (i) the Bank hereby agrees is required to draw under a Pension Fund L/C pursuant to subsection (c) below prior to requesting payment from the Company and is not paid in full under such Pension Fund L/C or (ii) the Bank is not required to so draw under a Pension Fund L/C pursuant to subsection (c) below, the Company shall pay to the Confirming Bank the following amountsBank: (i) when a draw is made under the Confirmation: (A1) immediately after such drawing (and on the same Business Day as) any amount is drawn under the Confirmationany Letter of Credit, a sum (and interest thereon on such amount as provided in subsection (iiib) below) equal to the amount so drawn under and paid; (2) promptly upon notice from the Confirmation in reimbursement Bank of the Confirming Bank for such draw; and (B) amount thereof, any and all reasonable charges and expenses, including transaction fees in connection with each drawing on drawings under any Letter of Credit, which the ConfirmationBank may pay or incur relative to such Letter of Credit (together with the amount described in clause (1) above, a drawing fee of $250 for each such drawing (and interest thereon as provided in subsection (iii) belowthe “Amount Owing”);. (iib) immediately after any transfer or amendment of The Company shall pay to the Confirmation in accordance with its terms, a fee equal to $1,500 (and interest thereon as provided in subsection (iii) below); (iii) on the date hereof, an origination fee of $100; (iv) Bank interest on any and all amounts not paid owed and unpaid by LOC Bank the Company when due hereunder, hereunder for each day from the date such amounts become due until the date on which payment in full is madefull, after as well as before judgment, shall be payable on demand, at a fluctuating interest rate per annum calculated on the basis of the actual number of days elapsed over a year of 360 days, equal to the Base Prime Rate plus three percent (3.03%) (the “Interest Owing”); provided provided, however, that such fluctuating interest rate shall in no event be higher (with respect to each such amount due and payable hereunder, from the date such amount is due and payable until the date such amount is paid in full) than the maximum rate permitted by applicable law; (v) a nonrefundable letter of credit fee with respect to the Confirmation payable in advance (A) on the Issuance Date (for the period from, but not including, the Issuance Date to, and including, the Expiration Date) and (B) thereafter on each Expiration Date (for the extension period from, but not including, the existing Expiration Date to, and including, the new Expiration Date), which fee shall be calculated by multiplying the Confirmation Amount on the date of such fee is due, by a rate of 18 basis points (0.18%) per annum (the “Fee Percentage”), calculated on the basis of the actual number of days elapsed over a year of three hundred sixty (360) days for the number of days in the applicable period; provided, however, in the event that the rating on the Federal Farm Credit Banks Consolidated Systemwide Bonds is downgraded to a rating below “A” by Standard & Poor’s Ratings Group (or any comparable rating, if, at such time, Federal Farm Credit Banks Consolidated Systemwide Bonds are not rated by Standard & Poor’s Ratings Group), the Confirming Bank may, at its sole discretion, trigger an increase in the Fee Percentage as a result of such downgrade. (vi) if any change in any law or regulation or in the interpretation thereof by any Governmental Authority charged with the administration thereof shall either (A) impose, modify or deem applicable any reserve, special deposit or similar requirement against letters of credit issued or confirmed by, or assets held by, or deposits in or for the account of, the Confirming Bank or (B) impose on the Confirming Bank any other condition regarding this Agreement or the Confirmation, and the result of any event referred to in clause (A) or (B) of this subsection shall be to increase the cost to the Confirming Bank of issuing or maintaining the Confirmation by an amount deemed by the Confirming Bank to be material (which increase in cost may be the result of the Confirming Bank’s reasonable allocation of the aggregate of such cost increases resulting from such events), then, within ten (10) days of demand by the Confirming Bank, all additional amounts which are necessary to compensate the Confirming Bank for such increased cost incurred by the Confirming Bank. All payments of increased costs pursuant to this subsection shall bear interest thereon if not paid within ten (10) days of such demand payment in full thereof at the rate provided in subsection (iii) above. A certificate as to such increased cost incurred by the Confirming Bank as a result of any event mentioned in clause (A) or (B) of this subsection (vi) and setting forth the additional amount or amounts to be paid to it hereunder and setting forth in reasonable detail the basis therefor and the method of calculation thereof shall be prepared in good faith and submitted by the Confirming Bank to LOC Bank and shall be conclusive (absent manifest error) as to the amount thereof. The Confirming Bank shall determine the applicability of, and the amount due under, this section consistent with the manner in which they apply similar provisions and calculate similar amounts payable to them by other borrowers having in their credit agreements provisions comparable to this section; and (vii) if after the date hereof the Confirming Bank shall have determined that the adoption of any applicable law, rule or regulation regarding capital adequacy or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the Confirming Bank or any corporation controlling the Confirming Bank (a “Bank Parent”) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the Confirming Bank’s or Bank Parent’s capital, by an amount deemed by the Confirming Bank or the Bank Parent to be material, as a consequence of its obligations under the Confirmation to a level below that which the Confirming Bank or Bank Parent could have achieved but for such adoption, change or compliance (taking into consideration the Confirming Bank’s or Bank Parent’s policies with respect to capital adequacy) then, upon notice of such change by the Confirming Bank by submission to LOC Bank of the certificate hereinafter described, within ten (10) days of receipt of such notice, such additional amount or amounts as will compensate the Confirming Bank for such reduction. All payments pursuant to this subsection (vii) shall bear interest thereon if not paid within ten days of such notice until payment in full at the rate provided in subsection (iii) above. A certificate of the Confirming Bank claiming compensation under this subsection (vii) and setting forth the additional amount or amounts to be paid to it hereunder and setting forth in reasonable detail the basis therefor and the manner of calculation thereof shall be prepared in good faith and submitted by the Confirming Bank to LOC Bank and shall be conclusive (absent manifest error). The Confirming Bank shall determine the applicability of, and the amount due under, this section consistent with the manner in which they apply similar provisions and calculate similar amounts payable to them by other borrowers having in their credit agreements provisions comparable to this section. (b) All payments by LOC Bank to the Confirming Bank hereunder shall be made in lawful currency of the United States of America and in immediately available funds at the Confirming Bank’s office at Wachovia Bank, National Association, 400 Xxxxxx Xxxxxx, 0xx Xxxxx, Xxxxxxx-Xxxxx, Xxxxx Xxxxxxxx 00000, Attention: Standby Letter of Credit Department or at such other address as the Confirming Bank shall notify the LOC Bank in writing. Whenever any payment hereunder shall be due on a day which is not a Business Day, the date for payment thereof shall be extended to the next succeeding Business Day, and any interest payable thereon shall be payable for such extended time at the specified rate. (c) LOC Notwithstanding any other provision in this Section 2.04, if at any time an amount is drawn under any Letter of Credit (for whatever reason), the Bank shall, with the exceptions noted below, prior to requesting payment from the Company, draw under the Pension Fund L/C which secures such Letter of Credit, in an amount equal to the Amount Owing. The Bank is not required to draw under the Pension Fund L/C prior to requesting payment from the Company if (i) an injunction, restraining order, or other court order prevents the Bank from drawing under the Pension Fund L/C, or (ii) an event described in Section 7.01(b) or (c) has occurred with respect to the Pension Fund that has issued the Pension Fund L/C which secures the Letter of Credit which has been drawn on. In any event, the Company shall remain at all times liable for the Amount Owing and the Interest Owing with respect to each Letter of Credit, and will pay all amounts payable hereunder without setoff or counterclaim and free and clear such amount to the Bank if the Bank so requests. (d) If Xxxxxx Xxx makes a drawing under the Letter of any Taxes. If any Taxes are levied or imposed on Credit because a “Letter of Credit Issuer Rating Event” (as defined in the amounts payable hereunder, LOC Bank will pay the full amount of such Taxes, and such additional amounts as may be necessary so that every net payment of amounts due hereunder, after withholding or deduction for or on account of any such Taxes, will not be less than the amounts stated to be due hereunder. In addition, LOC Bank will, on demand, indemnify and hold harmless the Confirming Bank against, and reimburse the Confirming Bank upon demand forMaster Forward Financing Agreement) has occurred, the Bank shall draw under the Pension Fund L/C which secures such Letter of Credit, unless, prior to the draw by Xxxxxx Mae, the Company has deposited with the Bank as cash collateral an amount of any Taxes so levied or imposed, other than by deduction or withholding, and paid by the Confirming Bankequal to such drawing.

Reimbursement and Other Payments. (a) The LOC Bank Obligor hereby agrees to pay to with the Confirming Bank the following amounts: as follows: (i) when to pay the Bank, following payment by the Bank of any draft presented under a draw Letter of Credit other than a "Purchase Draft" (as defined in the Letter of Credit), and on the same day on which such draft is made under the Confirmation: (A) immediately after such drawing under the Confirmationso paid, a sum (and interest thereon on such sum as provided in subsection clause (iii) below) equal to the amount drawn so paid under the Confirmation in reimbursement Letter of Credit plus any and all reasonable charges and expenses which the Confirming Bank for may pay or incur relative to such drawLetter of Credit; and (Bii) in connection with each drawing to pay the Bank, following payment by the Bank of a Purchase Draft, and on the Confirmationsame day on which a Purchase Draft is paid, an amount equal to the accrued interest paid by such payment, plus sums from time to time in installments sufficient to maintain the amortization schedule for the Bonds, which schedule is attached hereto as Exhibit B, together with interest on such moneys outstanding at a drawing fee fluctuating interest rate per annum (computed on the basis of $250 a 360 day year for each the actual number of days elapsed) as shall be in effect from time to time, which rate per annum shall be equal to the rate publicly announced by the Bank as its "Prime Rate" (the "Prime Rate"), but such drawing (interest rate shall in no event be higher than the maximum rate permitted by law, which interest shall be payable monthly; and interest thereon as provided in subsection (iii) below); (ii) immediately after any transfer or amendment of to pay the Confirmation in accordance with its termsBank, a fee equal to $1,500 (and interest thereon as provided in subsection (iii) below); (iii) on the date hereof, an origination fee of $100; (iv) interest on any and all amounts not paid remaining unpaid by LOC Bank when due the Obligor hereunder, for each day other than the principal portion of a Purchase Draft following a Purchase Draft, at any time from the date any such amounts become due amount becomes payable until the date on which payment in full is madefull, after as well as before judgment, shall be payable on demand, at a fluctuating interest rate per annum calculated (computed on the basis of a 360 day year for the actual number of days elapsed over a year of 360 dayselapsed) as shall be in effect from time to time, which rate per annum shall be equal to the Base Rate plus three percent (3.03%); ) above its Prime Rate, provided that such fluctuating interest rate shall in no event be higher (with respect to each amount due and payable hereunder, from the date such amount is due and payable until the date such amount is paid in full) than the maximum rate permitted by applicable law;law and, in addition, upon demand by the Bank any and all reasonable expenses including but not limited to legal expenses incurred by the Bank in enforcing any rights under this Agreement or any other collateral agreement entered into in conjunction herewith. (vb) In addition, the Obligor hereby agrees to pay to the Bank a nonrefundable letter of credit fee commission with respect to the Confirmation payable in advance Letter of Credit, computed (A) on the Issuance Date (for the period from, but not including, the Issuance Date to, and including, the Expiration Date) and (B) thereafter on each Expiration Date (for the extension period from, but not including, the existing Expiration Date to, and including, the new Expiration Date), which fee shall be calculated by multiplying the Confirmation Amount on the date of such fee is due, by a rate of 18 basis points (0.18%) per annum (the “Fee Percentage”), calculated on the basis of a year of 360 days for the actual number of days elapsed over a year elapsed) at the rate of three hundred sixty five-eighths percent (3605/8%) days for per annum on the number Letter of days Credit Amount (or, in the applicable periodevent, and effective 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 in advance in annual installments, on the first day of December of each year until the Expiration Date; provided, however, in the event that the rating first installment shall be payable on the Federal Farm date of issuance of the Letter of Credit Banks Consolidated Systemwide Bonds is downgraded for the period from and including such date of issuance until December 1, 1998. If the Expiration Date occurs on a day before the date to a rating below “A” by Standard & Poor’s Ratings Group (or any comparable rating, if, at such time, Federal Farm Credit Banks Consolidated Systemwide Bonds are not rated by Standard & Poor’s Ratings Groupwhich commission has been prepaid under this Section 1(b), the Confirming Bank mayagrees to repay to the Obligor, at its sole discretionpromptly after the Expiration Date, trigger an increase in the Fee Percentage as a result such portion of such downgradecommission 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 at any time if at the close of the Bank's business on the Expiration Date there exists an Event of Default under this Agreement. (vic) if In addition, a $100 fee shall be payable by the Obligor at the time of each drawing on the Letter of Credit and a fee of $1,500 shall be paid by the Obligor upon the transfer of the Letter of Credit to a new trustee, except for a transfer at the request of the Bank. (d) If any change in any law or regulation or in the interpretation thereof by any Governmental Authority court or administrative or governmental authority charged with the administration thereof shall either (Ai) impose, modify or deem applicable any reserve, special deposit deposit, limitation or similar requirement against letters of credit issued or confirmed by, or assets held by, or deposits in or for the account of, the Confirming Bank or (Bii) impose on the Confirming Bank any other condition regarding this Agreement or the ConfirmationLetter of Credit, and the result of any event referred to in clause (Ai) or (Bii) of this subsection above shall be to increase the cost to the Confirming Bank of issuing or maintaining the Confirmation by an amount deemed by the Confirming Bank to be material Letter of Credit (which increase in cost may shall be determined by the result of the Confirming Bank’s 's reasonable allocation of the aggregate of such cost increases resulting from such events), then, within ten (10) days of upon demand by the Confirming Bank, all the Obligor shall immediately pay to the Bank, from time to time as specified by the Bank, additional amounts which are necessary shall be sufficient to compensate the Confirming Bank for such increased cost incurred by cost, together with interest on each such amount from the Confirming Bank. All payments of increased costs pursuant to this subsection shall bear interest thereon if not paid within ten (10) days of such demand date demanded until payment in full thereof at the rate provided in subsection (iiia) above. A certificate as to such increased cost incurred by the Confirming Bank as a result of any event mentioned in clause (Ai) or (Bii) of this subsection (vi) and setting forth the additional amount or amounts to be paid to it hereunder and setting forth in reasonable detail the basis therefor and the method of calculation thereof shall be prepared in good faith and above, submitted by the Confirming Bank to LOC Bank and the Obligor, shall be conclusive (absent manifest error) as to the amount thereof. The Confirming Bank shall determine the applicability of, and the amount due under, this section consistent with the manner in which they apply similar provisions and calculate similar amounts payable to them by other borrowers having in their credit agreements provisions comparable to this section; and (vii) if after the date hereof the Confirming Bank shall have determined that the adoption of any applicable law, rule or regulation regarding capital adequacy or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the Confirming Bank or any corporation controlling the Confirming Bank (a “Bank Parent”) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the Confirming Bank’s or Bank Parent’s capital, by an amount deemed by the Confirming Bank or the Bank Parent to be material, as a consequence of its obligations under the Confirmation to a level below that which the Confirming Bank or Bank Parent could have achieved but for such adoption, change or compliance (taking into consideration the Confirming Bank’s or Bank Parent’s policies with respect to capital adequacy) then, upon notice of such change by the Confirming Bank by submission to LOC Bank of the certificate hereinafter described, within ten (10) days of receipt of such notice, such additional amount or amounts as will compensate the Confirming Bank for such reduction. All payments pursuant to this subsection (vii) shall bear interest thereon if not paid within ten days of such notice until payment in full at the rate provided in subsection (iii) above. A certificate of the Confirming Bank claiming compensation under this subsection (vii) and setting forth the additional amount or amounts to be paid to it hereunder and setting forth in reasonable detail the basis therefor and the manner of calculation thereof shall be prepared in good faith and submitted by the Confirming Bank to LOC Bank and shall be conclusive (absent manifest error). The Confirming Bank shall determine the applicability of, and the amount due under, this section consistent with the manner in which they apply similar provisions and calculate similar amounts payable to them by other borrowers having in their credit agreements provisions comparable to this section. (be) All payments by LOC Bank the Obligor to the Confirming Bank hereunder shall be made in lawful currency money of the United States of America and in immediately available funds at the Confirming Bank’s 's office at Wachovia the address set forth above or in another matter acceptable to the Bank. All such payments shall be charged when due to account at the Bank, National Association, 400 Xxxxxx Xxxxxx, 0xx Xxxxx, Xxxxxxx-Xxxxx, Xxxxx Xxxxxxxx 00000, Attention: Standby Letter of Credit Department No. 1840378044 (or at such any other address as the Confirming Bank shall notify the LOC Bank in writing. Whenever any payment hereunder shall be due on a day which is not a Business Day, the date for payment thereof shall be extended to the next succeeding Business Day, and any interest payable thereon shall be payable for such extended time at the specified rate. (c) LOC Bank will pay all amounts payable hereunder without setoff deposit or counterclaim and free and clear of any Taxes. If any Taxes are levied or imposed on the amounts payable hereunder, LOC Bank will pay the full amount of such Taxes, and such additional amounts as may be necessary so that every net payment of amounts due hereunder, after withholding or deduction for or on other account of the Obligor maintained with the Bank and designated as a replacement therefor); provided, however, this authorization shall not affect Obligor's obligation to pay, when due, any such Taxes, will indebtedness hereunder whether or not be less than the account balances are sufficient to pay amounts stated to be due hereunder. In addition, LOC Bank will, on demand, indemnify and hold harmless the Confirming Bank against, and reimburse the Confirming Bank upon demand for, the amount of any Taxes so levied or imposed, other than by deduction or withholding, and paid by the Confirming Bankdue.