CREDIT APPLICATION FROM THE LEAD BORROWER AND, IF NOT, THE L/C
ISSUER WILL PROVIDE THE ADMINISTRATIVE AGENT WITH A COPY THEREOF.
UNLESS THE
L/C ISSUER HAS RECEIVED WRITTEN NOTICE FROM ANY LENDER, THE ADMINISTRATIVE AGENT
OR ANY LOAN PARTY, AT LEAST ONE BUSINESS DAY PRIOR TO THE REQUESTED DATE OF
ISSUANCE OR AMENDMENT OF THE APPLICABLE LETTER OF CREDIT, THAT ONE OR MORE
APPLICABLE CONDITIONS CONTAINED IN ARTICLE IV SHALL NOT THEN BE SATISFIED, THEN,
SUBJECT TO THE TERMS AND CONDITIONS HEREOF, THE L/C ISSUER SHALL, ON THE
REQUESTED DATE, ISSUE A LETTER OF CREDIT FOR THE ACCOUNT OF THE APPLICABLE
BORROWER OR ENTER INTO THE APPLICABLE AMENDMENT, AS THE CASE MAY BE, IN EACH
CASE IN ACCORDANCE WITH THE L/C ISSUER'S USUAL AND CUSTOMARY BUSINESS
PRACTICES.
IMMEDIATELY UPON THE ISSUANCE OR AMENDMENT OF EACH LETTER OF CREDIT,
EACH LENDER SHALL BE DEEMED TO (WITHOUT ANY FURTHER ACTION), AND HEREBY
IRREVOCABLY AND UNCONDITIONALLY AGREES TO, PURCHASE FROM THE L/C ISSUER, WITHOUT
RECOURSE OR WARRANTY, A RISK PARTICIPATION IN SUCH LETTER OF CREDIT IN AN AMOUNT
EQUAL TO THE PRODUCT OF SUCH LENDER'S APPLICABLE PERCENTAGE TIMES THE AMOUNT OF
SUCH LETTER OF CREDIT.
UPON ANY CHANGE IN THE COMMITMENTS UNDER THIS AGREEMENT,
IT IS HEREBY AGREED THAT WITH RESPECT TO ALL L/C OBLIGATIONS, THERE SHALL BE AN
AUTOMATIC ADJUSTMENT TO THE PARTICIPATIONS HEREBY CREATED TO REFLECT THE NEW
APPLICABLE PERCENTAGES OF THE ASSIGNING AND ASSIGNEE LENDERS.
(III)
IF THE LEAD BORROWER SO REQUESTS IN ANY
APPLICABLE LETTER OF CREDIT APPLICATION, THE L/C ISSUER MAY, IN ITS SOLE AND
ABSOLUTE DISCRETION, AGREE TO ISSUE A STANDBY LETTER OF CREDIT THAT HAS
AUTOMATIC EXTENSION PROVISIONS (EACH, AN "AUTO-EXTENSION LETTER OF CREDIT");
PROVIDED THAT ANY SUCH AUTO-EXTENSION LETTER OF CREDIT MUST PERMIT THE L/C
ISSUER TO PREVENT ANY SUCH EXTENSION AT LEAST ONCE IN EACH TWELVE-MONTH PERIOD
(COMMENCING WITH THE DATE OF ISSUANCE OF SUCH STANDBY LETTER OF CREDIT) BY
GIVING PRIOR NOTICE TO THE BENEFICIARY THEREOF NOT LATER THAN A DAY (THE
"NON-EXTENSION NOTICE DATE") IN EACH SUCH TWELVE-MONTH PERIOD TO BE AGREED UPON
AT THE TIME SUCH STANDBY LETTER OF CREDIT IS ISSUED.
UNLESS OTHERWISE DIRECTED
BY THE L/C ISSUER, THE LEAD BORROWER SHALL NOT BE REQUIRED TO MAKE A SPECIFIC
REQUEST TO THE L/C ISSUER FOR ANY SUCH EXTENSION.
ONCE AN AUTO-EXTENSION LETTER
OF CREDIT HAS BEEN ISSUED, THE LENDERS SHALL BE DEEMED TO HAVE AUTHORIZED (BUT
MAY NOT REQUIRE) THE L/C ISSUER TO PERMIT THE EXTENSION OF SUCH STANDBY LETTER
OF CREDIT AT ANY TIME TO AN EXPIRY DATE NOT LATER THAN THE LETTER OF CREDIT
EXPIRATION DATE; PROVIDED, HOWEVER, THAT THE L/C ISSUER SHALL NOT PERMIT ANY
SUCH EXTENSION IF (A) THE L/C ISSUER HAS DETERMINED THAT IT WOULD NOT BE
PERMITTED, OR WOULD HAVE NO OBLIGATION, AT SUCH TIME TO ISSUE SUCH STANDBY
LETTER OF CREDIT IN ITS REVISED FORM (AS EXTENDED) UNDER THE TERMS HEREOF (BY
REASON OF THE PROVISIONS OF CLAUSES (II) OR (III) OF SECTION 2.03(A) OR
OTHERWISE), OR (B) IT HAS RECEIVED NOTICE (WHICH