ISSUING BANK. THE AGENT IS
AUTHORIZED TO ACT UNDER THIS LETTER OF CREDIT AS THE AGENT OF EACH ISSUING BANK
TO (I) RECEIVE DEMANDS FOR PAYMENT AND OTHER DOCUMENTS PRESENTED BY YOU UNDER
THIS LETTER OF CREDIT, (II) DETERMINE WHETHER SUCH DEMANDS AND DOCUMENTS ARE IN
COMPLIANCE WITH THE TERMS AND CONDITIONS OF THIS LETTER OF CREDIT AND
(III) NOTIFY EACH ISSUING BANK THAT A VALID DRAWING HAS BEEN MADE AND THE DATE
THAT THE RELATED DISBURSEMENT IS TO BE MADE. THE AGENT IRREVOCABLY UNDERTAKES
THAT IT WILL PROMPTLY NOTIFY EACH ISSUING BANK OF ANY VALID DRAWING UNDER THIS
LETTER OF CREDIT.
BY YOUR ACCEPTANCE HEREOF, YOU AGREE THAT THE AGENT SHALL HAVE NO OBLIGATION OR
LIABILITY TO HONOR ANY DRAWING UNDER THIS LETTER OF CREDIT WITH THE EXCEPTION OF
THE AMOUNT COMMITTED TO BY IT IN ITS CAPACITY AS AN ISSUING BANK, AND THAT
NEITHER ANY ISSUING BANK NOR THE AGENT SHALL BE RESPONSIBLE FOR THE FAILURE OF
ANY OTHER ISSUING BANK TO MAKE A PAYMENT TO BE MADE BY SUCH OTHER ISSUING BANK
HEREUNDER. THE OBLIGATION OF EACH ISSUING BANK UNDER THIS LETTER OF CREDIT IS
THE INDIVIDUAL OBLIGATION OF SUCH ISSUING BANK AND IS IN NO WAY CONTINGENT UPON
REIMBURSEMENT OF ANY DRAWING HEREUNDER.
THIS LETTER OF CREDIT MAY NOT BE ASSIGNED OR TRANSFERRED; PROVIDED THAT THIS
LETTER OF CREDIT SHALL ENURE TO THE BENEFIT OF ANY SUCCESSOR BY OPERATION OF LAW
OF THE NAMED BENEFICIARY HEREOF, INCLUDING, WITHOUT LIMITATION, ANY LIQUIDATOR,
RECEIVER OR TRUSTEE FOR SUCH NAMED BENEFICIARY.
107
AN ISSUING BANK MAY, SUBJECT TO THE REPLACEMENT THEREOF WITH A NEW BANK HAVING
THE MINIMUM CREDIT RATING SET FORTH BELOW OR WITH YOUR CONSENT (AS APPLICABLE),
CEASE TO BE A PARTY TO, AND A NEW BANK MAY BECOME A PARTY TO, THIS LETTER OF
CREDIT, AND THE APPLICABLE PERCENTAGE OF AN ISSUING BANK MAY CHANGE; PROVIDED
THAT NO SUCH EVENT WILL REDUCE THE THEN AVAILABLE AMOUNT UNDER THIS LETTER OF
CREDIT. UPON THE OCCURRENCE OF ANY SUCH EVENT, THE ADMINISTRATIVE AGENT WILL
PROVIDE PROMPT NOTICE TO YOU OF SUCH EVENT, INCLUDING ANY CHANGE IN THE
IDENTITIES OF THE ISSUING BANKS SEVERALLY BUT NOT JOINTLY LIABLE IN RESPECT OF
THE AGGREGATE UNDRAWN AMOUNT OF THIS LETTER OF CREDIT (BASED UPON THEIR
RESPECTIVE APPLICABLE PERCENTAGES THEREOF) AND ANY CHANGE IN SUCH APPLICABLE
PERCENTAGES. IF A NEW BANK BECOMES A PARTY TO THIS LETTER OF CREDIT AND THE
CREDIT RATING OF SUCH NEW BANK (OR ITS PARENT) IS LOWER THAN BBB+ AS RATED BY
STANDARD AND POOR'S OR Baa1 AS RATED BY MOODY'S INVESTOR SERVICE, INC. OR THE
EQUIVALENT BY ANY OTHER RECOGNIZED RATING AGENCY, THE CONSENT OF THE BENEFICIARY
TO SUCH CHANGE SHALL BE REQUIRED.
THIS LETTER OF CREDIT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAW OF THE PROVINCE OF
•
(WITHOUT REFERENCE TO CHOICE OF LAW DOCTRINE) AND
IS SUBJECT TO THE UNIFORM CUSTOMS AND PRACTICE FOR LETTER OF CREDITS (1993
REVISION), INTERNATIONAL CHAMBER OF COMMERCE PUBLICATION NO. 500 (THE "UCP"). IN