Except to the extent that any Letter of Credit provides otherwise, the UCP shall apply to each Letter of Credit.  This Agreement shall be governed by and construed in accordance with the laws of the State of New York, except to the extent inconsistent with the UCP, and except to the extent that perfection of the security interest hereunder, or remedies hereunder in respect of any particular Collateral, may be governed by the laws of a jurisdiction other than the State of New York.