REASONABLY ACCEPTABLE TO THE
ADMINISTRATIVE AGENT AND THE APPLICABLE ISSUING BANK, AT ANY TIME AND FROM TIME
TO TIME DURING THE REVOLVING AVAILABILITY PERIOD. IN THE EVENT OF ANY
INCONSISTENCY BETWEEN THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THE TERMS
AND CONDITIONS OF ANY LETTER OF CREDIT APPLICATION OR OTHER AGREEMENT SUBMITTED
BY A BORROWER TO, OR ENTERED INTO BY A BORROWER WITH, AN ISSUING BANK RELATING
TO ANY LETTER OF CREDIT, THE TERMS AND CONDITIONS OF THIS AGREEMENT SHALL
CONTROL. EACH EXISTING LETTER OF CREDIT SHALL BE DEEMED, FOR ALL PURPOSES OF
THIS AGREEMENT (INCLUDING PARAGRAPHS (D) AND (E) OF THIS SECTION) TO BE A LETTER
OF CREDIT ISSUED HEREUNDER FOR THE ACCOUNT OF THE US BORROWER. THE US BORROWER
UNCONDITIONALLY AND IRREVOCABLY AGREES THAT, IN CONNECTION WITH ANY EXISTING
LETTER OF CREDIT, IT WILL BE FULLY RESPONSIBLE FOR THE REIMBURSEMENT OF LC
DISBURSEMENTS, THE PAYMENT OF INTEREST THEREON AND THE PAYMENT OF FEES DUE UNDER
SECTION 2.13(B) TO THE SAME EXTENT AS IF IT WERE THE ACCOUNT PARTY IN RESPECT OF
SUCH EXISTING LETTER OF CREDIT.
(B)
NOTICE OF ISSUANCE, AMENDMENT, RENEWAL, EXTENSION; CERTAIN CONDITIONS. TO
REQUEST THE ISSUANCE OF A LETTER OF CREDIT (OR THE AMENDMENT, RENEWAL OR
EXTENSION OF AN OUTSTANDING LETTER OF CREDIT), A BORROWER SHALL HAND DELIVER OR
FAX TO AN ISSUING BANK AND THE ADMINISTRATIVE AGENT (REASONABLY IN ADVANCE OF
THE REQUESTED DATE OF ISSUANCE, AMENDMENT, RENEWAL OR EXTENSION) A NOTICE
REQUESTING THE ISSUANCE OF A LETTER OF CREDIT, OR IDENTIFYING THE LETTER OF
CREDIT TO BE AMENDED, RENEWED OR EXTENDED, AND SPECIFYING THE DATE OF ISSUANCE,
AMENDMENT, RENEWAL OR EXTENSION (WHICH SHALL BE A BUSINESS DAY), THE DATE ON
WHICH SUCH LETTER OF CREDIT IS TO EXPIRE (WHICH SHALL COMPLY WITH PARAGRAPH (C)
OF THIS SECTION), THE AMOUNT OF SUCH LETTER OF CREDIT, THE CURRENCY OF SUCH
LETTER OF CREDIT (WHICH SHALL BE US DOLLARS OR CANADIAN DOLLARS), THE NAME AND
ADDRESS OF THE BENEFICIARY THEREOF AND SUCH OTHER INFORMATION AS SHALL BE
NECESSARY TO ENABLE THE ISSUING BANK TO PREPARE, AMEND, RENEW OR EXTEND SUCH
LETTER OF CREDIT. IF REQUESTED BY THE ISSUING BANK, THE APPLICABLE BORROWER ALSO
SHALL SUBMIT A LETTER OF CREDIT APPLICATION ON SUCH ISSUING BANK'S STANDARD FORM
IN CONNECTION WITH ANY REQUEST FOR A LETTER OF CREDIT. A LETTER OF CREDIT SHALL
BE ISSUED, AMENDED, RENEWED OR EXTENDED ONLY IF (AND UPON ISSUANCE, AMENDMENT,
RENEWAL OR EXTENSION OF EACH LETTER OF CREDIT THE APPLICABLE BORROWER SHALL BE
DEEMED TO REPRESENT AND WARRANT THAT), IMMEDIATELY AFTER GIVING EFFECT TO SUCH
ISSUANCE, AMENDMENT, RENEWAL OR EXTENSION (I) THE LC EXPOSURE SHALL NOT EXCEED
US$25,000,000, (II) THE AMOUNT OF THE LC EXPOSURE ATTRIBUTABLE TO LETTERS OF
CREDIT ISSUED BY THE APPLICABLE ISSUING BANK SHALL NOT EXCEED THE LC COMMITMENT
OF SUCH ISSUING BANK, (III) NO LENDER'S REVOLVING EXPOSURE SHALL EXCEED SUCH
LENDER'S REVOLVING COMMITMENT, (IV) THE SUM OF THE US BORROWER REVOLVING
EXPOSURES SHALL NOT EXCEED THE US BORROWING BASE THEN IN EFFECT, (V) THE SUM OF
THE CANADIAN