thereof and such other
information as shall be necessary to prepare, amend, renew or extend such Letter
of Credit. If requested by the Issuing Bank, the US Borrower also shall submit a
letter of credit application on the 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 US Borrower shall be deemed to represent
and warrant that), after giving effect to such issuance, amendment, renewal or
extension (i) the LC Exposure shall not exceed US$7,500,000, (ii) the aggregate
US Credit Exposures shall not exceed the aggregate US Commitments and (iii) the
aggregate Credit Exposures shall not exceed the lesser of the aggregate
Commitments and the Borrowing Base.
(C)
EXPIRATION DATE.
EACH LETTER OF CREDIT SHALL EXPIRE AT OR PRIOR
TO THE CLOSE OF BUSINESS ON THE EARLIER OF (I) THE DATE ONE YEAR AFTER THE DATE
OF THE ISSUANCE OF SUCH LETTER OF CREDIT (OR, IN THE CASE OF ANY RENEWAL OR
EXTENSION THEREOF, ONE YEAR AFTER SUCH RENEWAL OR EXTENSION) AND (II) THE DATE
THAT IS FIVE BUSINESS DAYS PRIOR TO THE MATURITY DATE.
(D)
PARTICIPATIONS.
BY THE ISSUANCE OF A LETTER OF CREDIT (OR AN
AMENDMENT TO A LETTER OF CREDIT INCREASING THE AMOUNT THEREOF) AND WITHOUT ANY
FURTHER ACTION ON THE PART OF THE ISSUING BANK OR
45
THE US LENDERS, THE ISSUING BANK HEREBY GRANTS TO EACH US LENDER, AND EACH US
LENDER HEREBY ACQUIRES FROM THE ISSUING BANK, A PARTICIPATION IN SUCH LETTER OF
CREDIT EQUAL TO SUCH US LENDER'S APPLICABLE US PERCENTAGE OF THE AGGREGATE
AMOUNT AVAILABLE TO BE DRAWN UNDER SUCH LETTER OF CREDIT. IN CONSIDERATION AND
IN FURTHERANCE OF THE FOREGOING, EACH US LENDER HEREBY ABSOLUTELY AND
UNCONDITIONALLY AGREES TO PAY TO THE US ADMINISTRATIVE AGENT, FOR THE ACCOUNT OF
THE ISSUING BANK, SUCH US LENDER'S APPLICABLE US PERCENTAGE OF EACH LC
DISBURSEMENT MADE BY THE ISSUING BANK AND NOT REIMBURSED BY THE US BORROWER ON
THE DATE DUE AS PROVIDED IN PARAGRAPH (E) OF THIS SECTION, OR OF ANY
REIMBURSEMENT PAYMENT REQUIRED TO BE REFUNDED TO THE US BORROWER FOR ANY REASON.
EACH US LENDER ACKNOWLEDGES AND AGREES THAT ITS OBLIGATION TO ACQUIRE
PARTICIPATIONS PURSUANT TO THIS PARAGRAPH IN RESPECT OF LETTERS OF CREDIT IS
ABSOLUTE AND UNCONDITIONAL AND SHALL NOT BE AFFECTED BY ANY CIRCUMSTANCE
WHATSOEVER, INCLUDING ANY AMENDMENT, RENEWAL OR EXTENSION OF ANY LETTER OF
CREDIT OR THE OCCURRENCE AND CONTINUANCE OF A DEFAULT OR REDUCTION OR
TERMINATION OF THE US COMMITMENTS, AND THAT EACH SUCH PAYMENT SHALL BE MADE
WITHOUT ANY OFFSET, ABATEMENT, WITHHOLDING OR REDUCTION WHATSOEVER.
(E)
REIMBURSEMENT.
IF THE ISSUING BANK SHALL MAKE ANY LC
DISBURSEMENT IN RESPECT OF A LETTER OF CREDIT, THE US BORROWER SHALL REIMBURSE
SUCH LC DISBURSEMENT BY PAYING TO THE US ADMINISTRATIVE AGENT AN AMOUNT EQUAL TO
SUCH LC DISBURSEMENT NOT LATER THAN 11:00 A.M., NEW YORK CITY TIME,