ISSUER:
(A) THE PROPOSED
ISSUANCE DATE OF THE REQUESTED LETTER OF CREDIT (WHICH SHALL BE A BUSINESS DAY);
(B) THE AMOUNT AND CURRENCY THEREOF; (C) THE EXPIRY DATE THEREOF; (D) THE NAME
AND ADDRESS OF THE BENEFICIARY THEREOF; (E) THE DOCUMENTS TO BE
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ActiveUS 170689984v.4
PRESENTED BY SUCH BENEFICIARY IN CASE OF ANY DRAWING THEREUNDER; (F) THE FULL
TEXT OF ANY CERTIFICATE TO BE PRESENTED BY SUCH BENEFICIARY IN CASE OF ANY
DRAWING THEREUNDER; AND (G) SUCH OTHER MATTERS AS SUCH L/C ISSUER MAY REASONABLY
REQUEST.
IN THE CASE OF A REQUEST FOR AN AMENDMENT OF ANY OUTSTANDING LETTER OF
CREDIT, SUCH LETTER OF CREDIT APPLICATION SHALL SPECIFY IN FORM AND DETAIL
REASONABLY SATISFACTORY TO THE APPLICABLE L/C ISSUER (A) THE LETTER OF CREDIT TO
BE AMENDED; (B) THE PROPOSED DATE OF AMENDMENT THEREOF (WHICH SHALL BE A
BUSINESS DAY); (C) THE NATURE OF THE PROPOSED AMENDMENT; AND (D) SUCH OTHER
MATTERS AS SUCH L/C ISSUER MAY REASONABLY REQUEST.
ADDITIONALLY, THE BORROWERS
SHALL FURNISH TO THE APPLICABLE L/C ISSUER AND THE ADMINISTRATIVE AGENT SUCH
OTHER DOCUMENTS AND INFORMATION PERTAINING TO SUCH REQUESTED LETTER OF CREDIT
ISSUANCE OR AMENDMENT, INCLUDING ANY ISSUER DOCUMENTS, AS SUCH L/C ISSUER OR THE
ADMINISTRATIVE AGENT MAY REASONABLY REQUEST.
IN THE EVENT THAT ANY LETTER OF
CREDIT APPLICATION INCLUDES REPRESENTATIONS AND WARRANTIES, COVENANTS AND/OR
EVENTS OF DEFAULT THAT DO NOT CONTAIN THE MATERIALITY QUALIFIERS, EXCEPTIONS OR
THRESHOLDS THAT ARE APPLICABLE TO THE ANALOGOUS PROVISIONS OF THIS AGREEMENT OR
OTHER LOAN DOCUMENTS, OR ARE OTHERWISE MORE RESTRICTIVE, THE RELEVANT
QUALIFIERS, EXCEPTIONS AND THRESHOLDS CONTAINED HEREIN SHALL BE INCORPORATED
THEREIN OR, TO THE EXTENT MORE RESTRICTIVE, SHALL BE DEEMED FOR THE PURPOSES OF
SUCH LETTER OF CREDIT APPLICATION TO BE THE SAME AS THE ANALOGOUS PROVISIONS
HEREIN.
(II)
UNLESS THE APPLICABLE L/C ISSUER HAS RECEIVED WRITTEN NOTICE
FROM 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, SUCH L/C
ISSUER SHALL, ON THE REQUESTED DATE, ISSUE A LETTER OF CREDIT FOR THE ACCOUNT OF
THE RELEVANT BORROWER OR ITS SUBSIDIARY OR ENTER INTO THE APPLICABLE AMENDMENT,
AS THE CASE MAY BE, IN EACH CASE IN ACCORDANCE WITH SUCH L/C ISSUER'S USUAL AND
CUSTOMARY BUSINESS PRACTICES.
IMMEDIATELY UPON THE ISSUANCE OF EACH LETTER OF
CREDIT, EACH LENDER SHALL BE DEEMED TO, AND HEREBY IRREVOCABLY AND
UNCONDITIONALLY AGREES TO, PURCHASE FROM THE APPLICABLE L/C ISSUER 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.
(III)
IF A BORROWER SO REQUESTS IN ANY APPLICABLE LETTER OF CREDIT
APPLICATION, THE APPLICABLE L/C ISSUER MAY, IN ITS SOLE AND ABSOLUTE DISCRETION,
AGREE TO ISSUE A LETTER OF CREDIT THAT HAS AUTOMATIC EXTENSION PROVISIONS (EACH,
AN "AUTO-EXTENSION
LETTER OF CREDIT");
PROVIDED THAT