Irrevocable Standby Letter of Credit
Clearing Member:

Issuing Bank:

Account Type: [If permitted by Original Beneficiary, Letter of Credit Number:include any instruction of Applicant limiting the typeof account to be collateralized by the credit: e.g., Issue Date:"customer account"]
Governing Law:
Applicant: [Applicant is the Clearing Member unless [__] State of Illinois OR
otherwise specified here.][__] State of New York.
This Letter of Credit is intended to replace our Letterof Credit No.: ____________ issued on ________.
[Leave blank if this Letter of Credit is not replacing
an outstanding credit of Issuing Bank.]

Beneficiary: [Name and address of Clearing
Organization that is the Original Beneficiary]
Telephone number:
Facsimile number:
S.W.I.F.T. Bank Identifier Code: [If applicable.]Amount: [Specify Amount and, if other than USD,
currency]

Expiry Date: [Consult "Supplemental Instructions"of Original Beneficiary to determine acceptable
dates.]

Issuing Bank Primary Office: [Address of Primary
Office for presentation of Demand.]

Alternative Office 1: [Address of first Alternative
Office, if any, for presentation of Demand]
Telephone number:
Facsimile number:
S.W.I.F.T. Bank Identifier Code:Telephone number:
Facsimile number:
S.W.I.F.T. Bank Identifier Code:Alternative Office 2: [Address of second
Alternative Office, if any, for presentation of
Demand]Non-U.S. Office for Currency other than USD:
[Address of office for presentation of Demand andpayment of non-USD currency.]

Telephone number:
Facsimile number:
S.W.I.F.T. Bank Identifier Code:Telephone number:
Facsimile number:
S.W.I.F.T. Bank Identifier Code:As used in this Letter of Credit, "Approved Means"refers to any one of the following as indicated: (i) [ ]hand delivery of a manually signed copy of adocument, (ii) [__] S.W.I.F.T. MT 707 message,(iii) [__] tested telex.

As used in this Letter of Credit, the term "Cutoff
Time" shall mean: [__] 3:00 p.m. or [__] 4:00 p.m.
[If neither is selected, Cutoff Time shall mean 3:00
p.m.]

The terms of this letter of credit shall be the UCG Uniform Letter of Credit Terms dated 4/16/99, including
paragraphs 1 through 8 thereof and Exhibits A through F-2 thereto, which are incorporated herein by reference.
Very truly yours,[Name of Issuing Bank]
By:[Signature][Name Typed or Printed]

As Its: [Title].

Cover Page to UCG Uniform Form 4/16/99

UCG Uniform Letter of Credit Terms
1.
(a)We, the Issuing Bank, hereby establish, effective immediately, in favor of you, theBeneficiary, our Irrevocable Standby Letter of Credit numbered as set forth on the Cover Page above("Letter of Credit"), which is available for payment at sight upon presentation of a demand for
payment as follows:(i)
hand delivery of your signed demand for payment containing the text of
Exhibit A attached hereto at our office identified on the Cover Page as the primary office to which ademand is to be made ("Primary Office") or, if such Primary Office is not Open for Businessbecause of an interruption of business as described in Article 17 of the UCP, then at one of thealternative offices (each an "Alternative Office") specified on the Cover Page (if any such office is
specified); or(ii)
transmission by facsimile of your signed demand for payment containing thetext of Exhibit A to the facsimile number specified on the Cover Page for our Primary Office or, if
such Primary Office is not Open for Business because of an interruption of business as described in
Article 17 of the UCP, then to the facsimile number specified on the Cover Page for an Alternative
Office (if any such office is specified); or(iii) transmission to us at our Primary Office or, if such Primary Office is not Openfor Business because of an interruption of business as described in Article 17 of the UCP, then to an
Alternative Office (if any such office is specified), of a S.W.I.F.T. MT 799 message containing thetext of Exhibit A; or(iv)
if the Amount specified on the Cover Page is in a currency other than U.S.
Dollars, then a Demand may be made, at the election of the Beneficiary, either (A) in accordancewith paragraph 1(a)(i), (ii) or (iii) hereof or (B) at the non-U.S. office specified on the Cover Page("Non-U.S. Office") by presentation of your signed demand for payment containing the text of
Exhibit A either by hand delivery or transmission by facsimile to the applicable facsimile number
specified on the Cover Page for the Non-U.S. Office or by transmission to the Non-U.S. Office of a
S.W.I.F.T. MT 799 message containing the text of Exhibit A.
Presentation of a demand for payment in accordance with paragraph 1(a)(i), (ii), (iii) or (iv) hereof ishereinafter referred to as a "Demand." The Issuing Bank agrees that it will promptly notify the
Beneficiary of any change in the facsimile numbers referred to on the Cover Page via an amendment
transmitted by Approved Means (as defined below) substantially in the form of Exhibit C attachedhereto. A Demand made by facsimile transmission or S.W.I.F.T. is effective in accordance with theterms of this Letter of Credit whether or not it is accompanied or followed by a copy of such
Demand in any other form. As used throughout this Letter of Credit and the Exhibits hereto,references to specific forms of S.W.I.F.T. messages shall be deemed to include references to any
successor forms that may be designated by S.W.I.F.T. from time to time.

UCG Uniform Form 4/16/99

(b)Funds may be drawn under this Letter of Credit in one drawing or from time to timein one or more partial drawings on or before the Expiry Date specified on the Cover Page or in an
amendment effected in accordance with paragraph 4 hereof, provided that the aggregate amountdrawn shall not exceed the Amount specified on the Cover Page as it may be amended from time to
time.
(c)
A Demand in conformity with paragraph 1(a)(i), (ii) or (iv) hereof may be made at
any time when our office to which presentation is made is Open for Business on or prior to the
Expiry Date. A Demand in conformity with paragraph 1(a)(iii) hereof may be made at any time prior
to 11:59 p.m. on the Expiry Date. Notwithstanding the foregoing, if: (i) this Letter of Credit isidentified on its face as replacing a letter of credit previously issued by us, or (ii) you receive a letterof credit issued by us that is identified on its face as replacing this Letter of Credit, then, in either
case, you may make a Demand or Demands under only one of the two letters of credit and the otherletter of credit shall be terminated upon the making of any such Demand that is honored by us.
2.
(a)Except to the extent otherwise provided in paragraph 2(f) hereof with respect topayment of currency other than U.S. Dollars, if a Demand is made by you on any Business Day at atime prior to the Cutoff Time (as specified on the Cover Page) when our office to which the Demandis made is Open for Business, we will effect payment in accordance with paragraph 2(c) hereof
within 60 minutes after our receipt of such Demand. If your Demand occurs after the Cutoff Timeon any Business Day or at a time when the office to which your Demand is made is not Open for
Business, we will effect payment in accordance with paragraph 2(c) hereof as soon as possible
thereafter but in any event within 60 minutes after the earliest time when such office is next Openfor Business.
(b)
If on the Expiry Date our Primary Office is not Open for Business for reasons otherthan an interruption of business as described in Article 17 of the UCP (hereinafter defined), payment
will nevertheless be made within 60 minutes following your Demand if such Demand is made prior
to the Cutoff Time on the third (3rd) Business Day on which such office is next Open for Business.
If this Letter of Credit expires at a time when such office is not Open for Business because of aninterruption of business as described in Article 17 of the UCP, we will make payment if a Demandthat is otherwise in conformity with paragraph 1 is presented to us either: (i) at one of the Alternative
Offices of the Issuing Bank specified on the Cover Page (including the Non-U.S. Office, if one is
specified) not later than the third (3rd) Business Day on which such office is Open for Businessfollowing the Expiry Date, or (ii) at our Primary Office not later than the tenth (10th) Business Day
after the date on which such office is again Open for Business.
(c)
Not later than the time specified in paragraph 2(a) or 2(f) hereof , as applicable, we
will, irrevocably and without setoff, reserve or other condition, effect payment of the full amountdemanded by you in funds which are immediately available to you either: (i) by crediting suchfunds to the account in your name at our bank that is designated in the Demand; or (ii) by
transmitting such funds by wire transfer to the account in your name at another bank that isdesignated by you in the Demand.

UCG Uniform Form 4/16/99

(d)As used in this Letter of Credit, (i) "Open for Business" shall mean, with respect to an
office of the Issuing Bank, open to the public for the transaction of banking business on any dayother than a Saturday, a Sunday or a banking holiday in the city where such office is located, andsuch office shall be deemed to continue to be "Open for Business" until such office is closed to the
public for such day without regard to any earlier designated legal cut-off hour for the handling ofitems and balancing of books, and without regard to any reopening for limited purposes during lateafternoon or evening hours on such day, and (ii) a "Business Day" shall mean, with respect to an
office of the Issuing Bank, any day that such office is Open for Business.
(e)
All times specified in this Letter of Credit refer to local time in effect at the office of
the Issuing Bank at which presentation of a Demand is made.
(f)
In the event that the Amount is in a currency other than U.S. Dollars and is payable atthe Non-U.S. Office, the provisions of this paragraph 2(f) shall replace the provisions of paragraph2(a) hereof. If a Demand is made either at our Primary Office or at the Non-U.S. Office, or at an
Alternative Office when permitted under paragraph 2(b) hereof, on any Business Day at a time prior
to the Cutoff Time when our office to which the Demand is made is Open for Business, we will,
within 60 minutes after our receipt of such Demand, either effect payment or transmit to you byfacsimile or by Approved Means, our irrevocable and unconditional commitment in the form ofExhibit B attached hereto ("Commitment") to honor your Demand, which Commitment shall specify
the latest time by which payment will be effected. If your Demand occurs after the Cutoff Time on
any Business Day or at a time when the office to which your Demand is made is not Open for
Business, we will either effect such payment or transmit such Commitment as soon as possible
thereafter but in any event within 60 minutes after the earliest time when such office is next Openfor Business. In the case of any Demand made in accordance with this paragraph 2(f), we will effectpayment in accordance with paragraph 2(c) hereof as soon as possible and in any event prior to theclose of business at our office at which payment is to be effected on the Business Day next following
the day on which such Commitment is due.
3.

We agree with you that:(a)
The times set forth herein within which payment must be made by us are reasonable
and sufficient to enable us: (i) to examine the text of the presented Demand so as to ascertain that onits face it complies with the terms of this credit; and (ii) thereafter to effect payment in accordancewith the provisions of paragraph 2(c) hereof.
(b)

Payment hereunder shall be made regardless of:(i)any written or oral direction, request, notice or other communication now orhereafter received by us from the Applicant, or any other person except you, including, without
limitation, any communication regarding fraud, forgery, lack of authority or other defect notapparent on the face of the signed Demand presented by you;UCG Uniform Form 4/16/99

(ii)the solvency, existence or condition (financial or other) of, or the pendency ofany proceeding under the United States Bankruptcy Code or any other insolvency law or the
Securities Investor Protection Act with respect to, the Applicant or any other person or any property
from whom or out of which we may be entitled to reimbursement for such payment, or the value ofany such property; and(iii) without limiting clause (ii) above, whether we are in receipt of or expect toreceive funds or other property to use as payment to you or as reimbursement, in whole or in part,for such payment to you or whether the consideration for this Letter of Credit has been performed or
has failed.
(c)
We will not take any action, including but not limited to any action to cause theissuance of an order of any court, relieving us of our obligations, or determining whether or not weare obligated, to make payment in accordance with the terms of this Letter of Credit.
(d)
All fees and other costs chargeable by us or otherwise associated with this Letter ofCredit and any Demands or payments under this Letter of Credit or amendments thereto shall be forthe account of the Applicant and shall not in any manner be a liability of yours, and failure of the
Applicant or Clearing Member to pay any amount in respect hereof shall not affect our obligation to
make payment to you hereunder.
(e)This Letter of Credit is the complete undertaking of the Issuing Bank and it is not,and shall not be deemed to be, modified by any references to any other document (except only the
Exhibits attached hereto and the UCP, referenced below) or any written or oral agreement.
(f)
The Beneficiary is not bound by, and the rights of the Beneficiary hereunder shall not
be affected in any manner by, the existence of, or your knowledge or notice (whether actual orconstructive) of, any written or oral agreement of any type, whether now or hereafter existing, withrespect to this Letter of Credit (or otherwise) between us and the Applicant or any other person, orby the existence of, or your knowledge or notice (whether actual or constructive) of, any othermatter.
(g)
Failure of the Issuing Bank to make any payment demanded by the Beneficiary inconformity herewith within the times specified herein shall constitute dishonor of such Demand andof this Letter of Credit, notwithstanding any provision of law or any custom or usage of trade thatwould otherwise permit us to defer payment for a longer period of time without dishonor.
4.
(a)Subject to all other provisions of this Letter of Credit, certain information on the
Cover Page of this Letter of Credit may be amended by our transmission to you by Approved Meansof an amendment containing the text of Exhibit C attached hereto, the stated amount of this Letter ofCredit may be increased or decreased by our transmission to you by Approved Means of anamendment containing the text of Exhibit D attached hereto, and the Expiry Date may be amended
by our transmission to you by Approved Means of an amendment containing the text of Exhibit E
attached hereto. Any such amendment having the sole effect of (i) providing notice to the
UCG Uniform Form 4/16/99

Beneficiary of any change in the address, facsimile number or telephone number for our Primary
Office, an Alternative Office or the Non-U.S. Office specified on the Cover Page hereof, (ii)increasing the stated amount, or (iii) extending the Expiry Date of this Letter of Credit to an Expiry
Date which is later than the then current Expiry Date shall be effective upon receipt by the
Beneficiary. Any amendment that: (i) reduces the stated amount, or (ii) specifies an Expiry Date
which is earlier than the then specified Expiry Date, shall be effective when and only when acceptedby the Beneficiary by (i) returning to us an executed counterpart of a manually executed amendment,(ii) delivery of a tested telex indicating acceptance of such amendment, or (iii) delivery of a
S.W.I.F.T. 730 message referring to such amendment that does not indicate that such amendment
has been rejected.
(b)
Except to the extent expressly provided in paragraph 4(a) hereof, this Letter of Credit
may not be amended by us without your consent.
(c)
For purposes of this Letter of Credit, "Approved Means" refers to any one of themeans of transmission identified as an "Approved Means" on the Cover Page of this Letter of Credit.
5.
(a)This Letter of Credit is transferable to the extent, and only to the extent, provided inthis paragraph 5 and in Exhibits F-1 and F-2 attached hereto.
(b)
Except as provided in paragraph 5(e) hereof, the Beneficiary named on the CoverPage at the date of issuance of this Letter of Credit (“Original Beneficiary”) may transfer the right todraw, in a single draw or one or more partial draws, the entire amount available to be drawn under
this Letter of Credit (but not less than such entire amount). Such transfer shall be effective upondelivery to us at our Primary Office specified on the Cover Page of a transfer of this Letter of Credit
in the form of Exhibit F-1 attached hereto, appropriately completed and manually executed by the
Original Beneficiary.
(c)
The transferee under any transfer pursuant to paragraph 5(b) hereof ("Transferee")shall not be entitled to transfer this Letter of Credit except, subject to paragraph 5(e) hereof, totransfer this Letter of Credit back to the Original Beneficiary. Each such transfer shall be effective
upon such Transferee's hand delivery to us at our Primary Office specified on the Cover Page of afully executed transfer in the form of Exhibit F-2 attached hereto. Upon our receipt of any suchtransfer back to the Original Beneficiary by a Transferee, such Transferee shall cease to have thestatus of a Transferee under this Letter of Credit and the Original Beneficiary may again transfer thisLetter of Credit as provided in this paragraph 5.
(d)Neither the Original Beneficiary nor the Transferee shall be charged any fee by us inconnection with any transfer under this paragraph 5.
(e)This Letter of Credit may not be transferred if: (i) it is identified on its face as
replacing another letter of credit issued by us and such other letter of credit has not expired or was
drawn upon prior to its expiration; or (ii) the Original Beneficiary or Transferee seeking to effectUCG Uniform Form 4/16/99

such transfer has received a letter of credit issued by us that indicates on its face that it is replacing
this Letter of Credit.
6.
Except to the extent that the right of the Transferee to transfer this Letter of Credit is limited
as set forth in paragraph 5 hereof, the Transferee shall be the Beneficiary hereunder unless and until
this Letter of Credit is transferred back to the Original Beneficiary.
7.
This Letter of Credit is subject to the Uniform Customs and Practice for Documentary
Credits (1993 Revision), International Chamber of Commerce Publication No. 600 (the "UCP") andto the law of the jurisdiction selected on the Cover Page hereof including , if the jurisdiction selected
is Illinois, the Uniform Commercial Code ("UCC") as in effect in Illinois. In the event of any
conflict between the express terms stated herein and the UCP or the UCC, the terms of this Letter ofCredit shall control, and in the event of any conflict between the terms of the UCC and the UCP, theterms of the UCP shall control.
8.
If the jurisdiction selected on the Cover Page hereof is New York, we irrevocably andunconditionally submit to the non-exclusive jurisdiction of the United States District Court for theSouthern District of New York or any New York State court sitting in New York County, New Yorkin respect of any action brought against us relating in any way to this Letter of Credit. If thejurisdiction selected on the Cover Page hereof is Illinois, we irrevocably and unconditionally submit
to the non-exclusive jurisdiction of the United States District Court for the Northern District ofIllinois or any court of the State of Illinois sitting in Cook County, Illinois in respect of any action
brought against us relating in any way to this Letter of Credit. We irrevocably and unconditionallywaive any objection to the laying of venue in the courts designated in accordance with the foregoingprovisions of this paragraph. We agree not to, and irrevocably and unconditionally waive any right
we might otherwise have to, bring any action or proceeding against you or your Transferee in any
forum other than in one of such courts; provided, however, that in any action or proceeding that youor your Transferee brings against us in any forum, we may bring our responsive proceeding in thatsame forum.

1764

UCG Uniform Form 4/16/99

Exhibit A
Demand for Payment
To: [Name of Issuing Bank] Date _______________________NOTICE TO ISSUING BANK: PAYMENT OR, IN THE CASE OF CREDITSPAYABLE IN CURRENCY OTHER THAN USD, IRREVOCABLE COMMITMENTTO HONOR IS DUE WITHIN 60 MINUTES OF RECEIPT OF THIS DEMAND.
Pursuant to your Irrevocable Standby Letter of Credit No. ____________, issued_____________ (the "Letter of Credit"), established for the account of__________________, as Applicant, demand is hereby made that ___________ [specify
amount and currency] be [deposited in immediately available funds to accountnumber_________ carried in our name at your Bank] [transferred via wire transfer(Fedwire in the case of USD) in immediately available funds to account number___________________carried in our name at __________________ ] within 60 minutes ofyour receipt of this demand or by such later time as may be permitted under paragraph 2(a)or 2(f) of the Letter of Credit. If we are a Transferee of the Letter of Credit, we hereby
certify to you that we are entitled to draw the above sum as Transferee.
Very truly yours,[Name of Beneficiary]

By:[Signature][Name Typed or Printed]

As its: [Title]

UCG Uniform Form 4/16/99

Exhibit B
Notice of Commitment to Honor

To: [Name of Beneficiary] Date _______________________
Re:

Demand for Payment Under Our Irrevocable Letter of CreditNo.
, Issue Date.

This is notice to you that we irrevocably and unconditionally commit ourselves tohonor your Demand and will effect payment of the amount demanded, without presentmentof this or any other document or any further action on your part, to the account specified in
on __________, ______.
the Demand no later than: __:__ local time in(Time)(City and Country)( Month and Day)

(Year)

This document is not an “instrument” governed by Article 3 of the Uniform Commercial
Code.

Very truly yours,[Issuing Bank]
By:[Signature][Name Typed or Printed]

As its: [Title]

UCG Uniform Form 4/16/99

Exhibit C
Amendment of Notice Information

To: [Name of Beneficiary] Date: _________________________
Please take notice that certain information on the Cover Page of our IrrevocableStandby Letter of Credit No. ________, issued _______________, ("Letter of Credit") is
hereby amended as follows (leave blank if no change):
Issuing Bank Primary Office:Address:
Telephone number:
Facsimile number:
S.W.I.F.T. Bank Identifier No.

Alternative Office 1:
Address:
Telephone number:
Facsimile number:
S.W.I.F.T. Bank Identifier No.

Alternative Office 2:
Address:
Telephone number:
Facsimile number:
S.W.I.F.T. Bank Identifier No.
Non-U.S. Office for Currency other than USD:
Address:
Telephone number:
Facsimile number:
S.W.I.F.T. Bank Identifier No.
This amendment is effective upon your receipt following our transmission of it to you
via Approved Means (as defined in the Letter of Credit).
Very truly yours,[Issuing Bank]
By:[Signature][Name Typed or Printed]

As its: [Title]

UCG Uniform Form 4/16/99

Exhibit D
Amendment to Stated Amount of Irrevocable Standby Letter of Credit

To: [Name of Beneficiary] Date: ____________________________

Please take notice that our Irrevocable Standby Letter of Credit No. _____________,
issued ____________ ("Letter of Credit") is hereby amended as follows:
The stated amount is increased/decreased (strike one) by ____________ to a newstated amount of ____________________________ (______________________).
This amendment is effective when, and only when, accepted by you as provided in
the Letter of Credit unless the only effect of this amendment is to increase the stated amountof the Letter of Credit, in which case it is effective upon your receipt following ourtransmission of it to you via Approved Means (as defined in the Letter of Credit).
Very truly yours,[Issuing Bank]
By:[Signature][Name Typed or Printed]

As its: [Title]

Accepted:[Name of Beneficiary]
By:[Signature][Name Typed or Printed]

As Its: [Title]
Date:

UCG Uniform Form 4/16/99

Exhibit E
Amendment to Expiry Date of Irrevocable Standby Letter of Credit

To : [Name of Beneficiary] Date: _________________________

Please take note that our Irrevocable Standby Letter of Credit No. ____________,
issued _____________ (the "Letter of Credit"), is hereby amended to amend the Expiry Dateas follows:.

The new Expiry Date is:This amendment is effective when, and only when, accepted by you as provided in
the Letter of Credit unless the only effect of this amendment is to extend the Letter of Creditby specifying an Expiry Date which is later than the current Expiry Date, in which case it iseffective upon your receipt following our transmission of it to you via Approved Means (asdefined in the Letter of Credit).
Very truly yours,[Issuing Bank]
By:[Signature][Name Typed or Printed]

As its: [Title]
Accepted:[Name of Beneficiary]

By:[Signature][Name Typed or Printed]

As its: [Title]
Date:

UCG Uniform Form 4/16/99

Exhibit F-1
Notice of Transfer by Original Beneficiary to Transferee
To: [Name of Issuing Bank] Date: __________________________For value received, the undersigned Beneficiary ("Original Beneficiary") hereby irrevocably transfersto:[Name of Transferee][Address][Telephone Number]all rights of the undersigned Original Beneficiary to draw under Irrevocable Standby Letter of Credit No.
__________, issued _______________, ("Letter of Credit") in their entirety.
All rights of the Beneficiary in the Letter of Credit, other than the right of the Beneficiary to transfer
the credit, are transferred by the Original Beneficiary to the Transferee, who shall hereafter be the Beneficiaryfor all purposes other than such right of transfer, and the Original Beneficiary shall have no further rights
thereunder, including rights relating to any amendments of the stated amount of the Letter of Credit or the
Expiry Date or other amendments, and whether now existing or hereafter made. All amendments are to beadvised directly to the Transferee without necessity of any consent of or notice to the Original Beneficiary.
Notwithstanding the foregoing, the Transferee shall have the right to retransfer the Letter of Credit to theOriginal Beneficiary.
The Cover Page of the Letter of Credit is returned herewith, and the Beneficiary hereby requests theIssuing Bank to endorse the transfer on the reverse thereof and forward it directly to the Transferee with theIssuing Bank's customary notice of transfer. The Issuing Bank's endorsement of such transfer shall constitute its
representation to the Transferee that neither of the conditions referred to in paragraph 5(e) of the Letter ofCredit exists.
Very truly yours,[Name of Original Beneficiary]
By:[Signature][Name Typed or Printed]

As its:[Title]

The undersigned, [name of certifying officer of Original Beneficiary], does hereby certify:
1.
That the undersigned is the presently serving and duly elected [title of certifying officer] of
Original Beneficiary; and2.
That the person whose name and signature appear above is personally known to theundersigned as the presently serving and duly elected [title of individual signing above on behalf of Original
Beneficiary] of Original Beneficiary.
[Signature of certifying officer][Name of certifying officer]
Date: __________________

Exhibit F-2
UCG Uniform Form 4/16/99

Notice of Transfer by Transferee to Original Beneficiary
To: [Name of Issuing Bank] Date:______________________The undersigned Transferee hereby transfers to:[Name of Original Beneficiary][Address][Telephone Number]all of the rights of the undersigned Transferee to draw under the Irrevocable Standby Letter of Credit
No. _____________, issued _______________, ("Letter of Credit") in their entirety.
By this transfer, all rights of the Transferee are transferred to the above named Original
Beneficiary, who shall hereafter be the Beneficiary for all purposes, and the Transferee shall have nofurther rights as Transferee thereof, including rights relating to any amendments, and whether now
existing or hereafter made.
The Cover Page of the Letter of Credit is returned herewith, and Transferee asks the IssuingBank to endorse the transfer on the reverse thereof and forward it directly to the Original Beneficiarywith the Issuing Bank's customary notice of transfer. The Issuing Bank's endorsement of suchtransfer shall constitute its representation to the Original Beneficiary that neither of the conditions
referred to in paragraph 5(e) of the Letter of Credit exists.
Very truly yours,[Name of Transferee]By:[Signature][Name Typed or Printed]

As its: Title
The undersigned, [name of certifying officer of Transferee], does hereby certify:
1.
That the undersigned is the presently serving and duly elected [title of certifying
officer] of Transferee; and2.
That the person whose name and signature appear above is personally known to theundersigned as the presently serving and duly elected [title of individual signing above on behalf ofOriginal Beneficiary] of Transferee.
[Signature of certifying officer][Name of certifying officer]
Date: __________________UCG Uniform Form 4/16/99

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