FORM OF LETTER OF CREDIT APPLICATION OR OTHER AGREEMENT SUBMITTED BY THE
BORROWER TO, OR ENTERED INTO BY THE BORROWER WITH, A FACING AGENT (OTHER THAN
DB) RELATING TO ANY LETTER OF CREDIT ISSUED BY IT, THE TERMS AND CONDITIONS OF
THIS AGREEMENT SHALL CONTROL.
PROMPTLY AFTER ISSUANCE OR EXTENSION OF ANY
LETTER OF CREDIT, THE BORROWER AND THE APPLICABLE FACING AGENT (TO THE EXTENT
SUCH FACING AGENT IS NOT THE SAME ENTITY AS, OR AN AFFILIATE OF, THE
ADMINISTRATIVE AGENT) SHALL NOTIFY THE ADMINISTRATIVE AGENT OF SUCH ISSUANCE OR
EXTENSION AND SUCH NOTICE OF A STANDBY LETTER OF CREDIT SHALL BE ACCOMPANIED BY
A COPY OF THE STANDBY LETTER OF CREDIT.
UNLESS OTHERWISE SPECIFIED, ALL STANDBY
LETTERS OF CREDIT AND COMMERCIAL LETTERS OF CREDIT WILL BE GOVERNED BY THE
"UNIFORM CUSTOMS AND PRACTICE FOR DOCUMENTARY CREDITS" AND ALL BANK GUARANTEES
WILL BE GOVERNED BY THE "UNIFORM RULES FOR DEMAND GUARANTEES", IN EACH CASE AS
ISSUED BY THE INTERNATIONAL CHAMBER OF COMMERCE AND AS IN EFFECT ON THE DATE OF
ISSUANCE OF SUCH LETTER OF CREDIT.
ON THE BUSINESS DAY SPECIFIED BY THE
BORROWER AND UPON CONFIRMATION FROM THE ADMINISTRATIVE AGENT THAT THE
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APPLICABLE CONDITIONS SET FORTH IN ARTICLE V HAVE BEEN FULFILLED OR WAIVED, THE
APPLICABLE FACING AGENT WILL ISSUE THE REQUESTED LETTER OF CREDIT TO THE
APPLICABLE BENEFICIARY.
FROM TIME TO TIME WHILE A LETTER OF CREDIT IS
OUTSTANDING AND PRIOR TO THE REVOLVER TERMINATION DATE, THE APPLICABLE FACING
AGENT WILL, UPON THE WRITTEN REQUEST OF THE BORROWER RECEIVED BY THE FACING
AGENT (WITH A COPY SENT BY THE BORROWER TO THE ADMINISTRATIVE AGENT) AT LEAST
THREE BUSINESS DAYS (OR SUCH SHORTER TIME AS THE FACING AGENT AND THE
ADMINISTRATIVE AGENT MAY AGREE IN A PARTICULAR INSTANCE IN THEIR SOLE
DISCRETION) PRIOR TO THE PROPOSED DATE OF AMENDMENT, AMEND ANY LETTER OF CREDIT
ISSUED BY IT.
EACH SUCH REQUEST FOR AMENDMENT OF A LETTER OF CREDIT SHALL BE
MADE BY FACSIMILE, CONFIRMED IMMEDIATELY IN AN ORIGINAL WRITING AND SHALL
SPECIFY IN FORM AND DETAIL SATISFACTORY TO THE FACING AGENT: (I) THE LETTER OF
CREDIT TO BE AMENDED; (II) THE PROPOSED DATE OF AMENDMENT OF THE LETTER OF
CREDIT (WHICH SHALL BE A BUSINESS DAY); (III) THE NATURE OF THE PROPOSED
AMENDMENT; AND (IV) SUCH OTHER MATTERS AS THE FACING AGENT MAY REQUIRE.
THE
FACING AGENT SHALL BE UNDER NO OBLIGATION TO AMEND ANY LETTER OF CREDIT IF:
(A) THE FACING AGENT WOULD HAVE NO OBLIGATION AT SUCH TIME TO ISSUE SUCH LETTER
OF CREDIT IN ITS AMENDED FORM UNDER THE TERMS OF THIS AGREEMENT, OR (B) THE
BENEFICIARY OF ANY SUCH LETTER OF CREDIT DOES NOT ACCEPT THE PROPOSED AMENDMENT
TO THE LETTER OF CREDIT.
THE FACING AGENT WILL PROVIDE A COPY OF ANY AMENDMENT
TO THE ADMINISTRATIVE AGENT AND THE ADMINISTRATIVE AGENT WILL PROMPTLY NOTIFY
THE LENDERS OF THE RECEIPT BY IT OF ANY AMENDMENT TO A LETTER OF CREDIT.
IN THE
EVENT THAT THE FACING AGENT IS OTHER THAN THE ADMINISTRATIVE AGENT, SUCH FACING