Common use of Determination of Issuing Lender Clause in Contracts

Determination of Issuing Lender. Upon receipt by Administrative Agent of a Request for Issuance pursuant to subsection 4.1B(i) requesting the issuance of a Letter of Credit, in the event Fronting Bank elects to issue such Letter of Credit, Administrative Agent shall promptly so notify Company, and Fronting Bank shall be the Issuing Lender with respect thereto. In the event that Fronting Bank, in its sole discretion, elects not to issue such Letter of Credit, Fronting Bank shall promptly so notify Company and Administrative Agent, whereupon Company may request any other Revolving Lender to issue such Letter of Credit by delivering to such Revolving Lender a copy of the applicable Request for Issuance. Any Revolving Lender so requested to issue such Letter of Credit shall promptly notify Company, Fronting Bank and Administrative Agent whether or not, in its sole discretion, it has elected to issue such Letter of Credit, and any such Revolving Lender that so elects to issue such Letter of Credit shall be the Issuing Lender with respect thereto, provided that if more than one Revolving Lender so elects to issue such Letter of Credit, Company shall determine which Revolving Lender shall be the Issuing Lender. In the event that all other Revolving Lenders shall have declined to issue such Letter of Credit, notwithstanding the prior election of Fronting Bank not to issue such Letter of Credit, Fronting Bank shall be obligated to issue such Letter of Credit and shall be the Issuing Lender with respect thereto, notwithstanding the fact that the Letter of Credit Usage with respect to such Letter of Credit and with respect to all other Letters of Credit issued by Fronting Bank, when aggregated with Fronting Bank's outstanding Revolving Loans, may exceed Fronting Bank's Revolving Loan Commitment then in effect. If Fronting Bank has resigned as provided in subclause 11.5C and no successor Fronting Bank has been appointed at the time of a Request for Issuance, then each Revolving Lender shall issue or cause to be issued a Letter of Credit as to its own Pro Rata Share of each requested Letter of Credit, all of which taken together would aggregate the amount requested in the Request for Issuance.

Determination of Issuing Lender. Upon receipt by Chase Co- Administrative Agent of a Request for Notice of Issuance of Letter of Credit pursuant to subsection 4.1B(i3.1B(i) requesting the issuance of a Letter of Credit, in the event Fronting Bank Chase Co-Administrative Agent elects to issue such Letter of Credit, Chase Co- Administrative Agent shall promptly so notify Company, and Fronting Bank such Chase Co-Administrative Agent shall be the Issuing Lender with respect thereto. In the event that Fronting BankChase Co-Administrative Agent, in its sole discretion, elects not to issue such Letter of Credit, Fronting Bank Chase Co-Administrative Agent shall promptly so notify Company and Administrative Agentthe Company, whereupon Company may request any other Revolving Lender to issue such Letter of Credit by delivering to such Revolving Lender a copy of the applicable Request for IssuanceNotice of Issuance of Letter of Credit. Any Revolving Lender so requested to issue such Letter of Credit shall promptly notify Company, Fronting Bank Company and Chase Co-Administrative Agent whether or not, in its sole discretion, it has elected to issue such Letter of Credit, and any such Revolving Lender that which so elects to issue such Letter of Credit shall be the Issuing Lender with respect thereto, provided that if more than one Revolving Lender so elects to issue such Letter of Credit, Company shall determine which Revolving Lender shall be the Issuing Lender. In the event that all other Revolving Lenders shall have declined to issue such Letter of Credit, notwithstanding the prior election of Fronting Bank Chase Co-Administrative Agent not to issue such Letter of Credit, Fronting Bank Chase Co-Administrative Agent shall be obligated to issue such Letter of Credit and shall be the Issuing Lender with respect thereto, notwithstanding the fact that the sum of the Letter of Credit Usage with respect to such Letter of Credit and with respect to all other Letters of Credit issued by Fronting BankChase Co-Administrative Agent, when aggregated with Fronting BankChase Co-Administrative Agent's outstanding Revolving Loans and Swing Line Loans, may exceed Fronting BankChase Co-Administrative Agent's Revolving Loan Commitment then in effect. If Fronting Bank has resigned as provided in subclause 11.5C and no successor Fronting Bank has been appointed at the time of a Request for Issuance, then each Revolving Lender shall issue or cause to be issued a Letter of Credit as to its own Pro Rata Share of each requested Letter of Credit, all of which taken together would aggregate the amount requested in the Request for Issuance.

Determination of Issuing Lender. Upon receipt by Administrative Agent of a Request for an Issuance pursuant to subsection 4.1B(i) requesting the issuance of a Letter of CreditNotice, in the event Fronting Issuing Bank elects to issue such Letter of Credit, Administrative Agent shall promptly so notify Company, and Fronting Issuing Bank shall be the Issuing Lender with respect thereto. In the event that Fronting Issuing Bank, in its sole discretion, elects not to issue such Letter of Credit, Fronting Issuing Bank shall promptly so notify Company and Administrative Agent, whereupon Company may request any other Revolving Lender to issue such Letter of Credit by delivering to such Revolving Lender a copy of the applicable Request for IssuanceIssuance Notice. Any Revolving Lender so requested to issue such Letter of Credit shall promptly notify Company, Fronting Issuing Bank and Administrative Agent whether or not, in its sole discretion, it has elected to issue such Letter of Credit, and any such Revolving Lender that so elects to issue such Letter of Credit shall be the Issuing Lender with respect thereto, ; provided that if more than one Revolving Lender so elects to issue such Letter of Credit, Company shall determine which Revolving Lender shall be the Issuing Lender. In the event that all other Revolving Lenders shall have declined to issue such Letter of Credit, notwithstanding the prior election of Fronting Issuing Bank not to issue such Letter of Credit, Fronting Issuing Bank shall be obligated to issue such Letter of Credit and shall be the Issuing Lender with respect thereto, notwithstanding the fact that the Letter of Credit Usage with respect to such Letter of Credit and with respect to all other Letters of Credit issued by Fronting Issuing Bank, when aggregated with Fronting Issuing Bank's outstanding Revolving Loans, may exceed Fronting Issuing Bank's Revolving Loan Commitment then in effect. Notwithstanding the foregoing, under no circumstance shall Issuing Bank be obligated to issue any Letter of Credit constituting a letter of guaranty if based upon the advice of its legal counsel Issuing Bank is prohibited from issuing such a Letter of Credit. In such a circumstance, Issuing Bank may if it so chooses, with the consent of Company, issue such Letter of Credit out of a branch located in Canada and, notwithstanding anything to the contrary herein (including Section 2.22 or the definition of Eligible Assignee), such branch's entitlement to benefits under Section 2.22 shall not be diminished by the fact that the Letter of Credit was not issued out of the United States and such branch shall be entitled to the full benefits of Section 2.22. If Fronting Issuing Bank has resigned as provided in subclause 11.5C Section 9.5(c) and no successor Fronting Issuing Bank has been appointed at the time of a Request for Issuancean Issuance Notice, then each Revolving Lender shall issue or cause to be issued a Letter of Credit as to its own Pro Rata Share of each requested Letter of Credit, all of which taken together would aggregate the amount requested in the Request for IssuanceIssuance Notice.

Determination of Issuing Lender. Upon (i) Borrowers' Agent may request any Revolving Lender to issue a Letter of Credit and, upon receipt by Administrative Agent such Lender of a Request for Issuance notice from Borrowers' Agent pursuant to subsection 4.1B(i) 2.8B requesting the issuance of a Letter of Credit, in the event Fronting Bank elects to issue such Letter of Credit, Administrative Agent shall promptly so notify Company, and Fronting Bank shall be the Issuing Lender with respect thereto. In the event that Fronting Bank, in its sole discretion, elects not to issue such Letter of Credit, Fronting Bank shall promptly so notify Company and Administrative Agent, whereupon Company may request any other Revolving Lender to issue such Letter of Credit by delivering to such Revolving Lender a copy of the applicable Request for Issuance. Any Revolving Lender so requested to issue such Letter of Credit shall promptly notify Company, Fronting Bank the Borrowers' Agent and Administrative Agent whether or not, in its sole discretion, it has elected to issue such Letter of Credit, and any . If such Revolving Lender that so elects to issue such Letter of Credit Credit, such Lender shall be the Issuing Lender with respect thereto, provided that if more than one Revolving . If such Lender so elects declines to issue such Letter of Credit, Company shall determine which the Borrowers' Agent may request any other Revolving Lender shall be to issue such Letter of Credit, by delivering the Issuing notice described in subsection 2.8B to such Lender. In the event that all other Revolving Lenders shall have declined to issue such Letter of Credit, notwithstanding the prior election of Fronting Bank not to issue such Letter of Credit, Fronting Bank Administrative Agent shall be obligated to issue such the Letter of Credit requested by Borrowers' Agent and shall be the Issuing Lender with respect thereto, notwithstanding the fact to such Letter of Credit; provided that the Administrative Agent shall not be obligated to issue any Letter of Credit Usage with respect denominated in a foreign currency which in the reasonable judgment of Administrative Agent is not readily and freely available. (ii) Each Issuing Lender which elects to issue or amend a Letter of Credit shall promptly give written notice to Administrative Agent, and the applicable Borrower of the information required under clauses (i)-(v) of subsection 2.8B relating to such Letter of Credit and shall provide a copy of such Letter of Credit (as amended, if applicable) to Administrative Agent, and the applicable Borrower. Promptly after receipt of such notice, Administrative Agent shall notify each Revolving Lender (other than the Issuing Lender) of the amount of its respective participation therein, determined in accordance with subsection 2.8A. (iii) In the event that Administrative Agent is not the Issuing Lender in respect of a Commercial Letter of Credit, the Issuing Lender of such Commercial Letter of Credit will deliver to all other Letters Administrative Agent, promptly on the first Business Day of each week such Commercial Letter of Credit is outstanding, a report setting forth the daily aggregate outstandings for the previous week under such Commercial Letter of Credit. Administrative Agent shall deliver to each Lender, promptly after the end of each calendar month and upon each payment by Administrative Agent to Lenders of the letter of credit fees described in subsection 2.8F(1)(b), a report setting forth, for the period from the date of the last such report, the daily aggregate amount available to be drawn (to the extent such amounts have been reported to Administrative Agent pursuant to the immediately preceding sentence) under each Commercial Letter of Credit issued by Fronting Bank, when aggregated with Fronting Bank's outstanding Revolving Loans, may exceed Fronting Bank's Revolving Loan Commitment then in effect. If Fronting Bank has resigned as provided in subclause 11.5C and no successor Fronting Bank has been appointed at the time of a Request for Issuance, then each Revolving Lender shall issue or cause to be issued a Letter of Credit as to its own Pro Rata Share of each requested Letter of Credit, all of which taken together would aggregate the amount requested in the Request for IssuanceIssuing Lender.

Determination of Issuing Lender. (a) Upon receipt by Administrative Agent a proposed Revolving Issuing Lender of a Request for Issuance pursuant to subsection 4.1B(i3.1B(i) requesting the issuance of a Revolving Letter of Credit, (1) in the event Fronting Bank elects Administrative Agent is the proposed Revolving Issuing Lender, Administrative Agent shall be the Revolving Issuing Lender with respect to issue such Revolving Letter of Credit, Administrative Agent shall promptly so notify Company, and Fronting Bank shall be notwithstanding the Issuing Lender fact that the Revolving Letter of Credit Usage with respect thereto. In the event that Fronting Bank, in its sole discretion, elects not to issue such Revolving Letter of Credit, Fronting Bank shall promptly so notify Company Credit and with respect to all other Revolving Letters of Credit issued by Administrative Agent, whereupon Company when aggregated with Administrative Agent's outstanding Revolving Loans and Swing Line Loans, may request exceed Administrative Agent's Revolving Loan Commitment then in effect; and (2) in the event any other Revolving Lender to issue such Letter of Credit by delivering to is the proposed Revolving Issuing Lender, such Revolving Lender a copy of the applicable Request for Issuance. Any Revolving Lender so requested to issue such Letter of Credit shall promptly notify Company, Fronting Bank Borrower and Administrative Agent whether or not, in its sole discretion, it has elected to issue such Revolving Letter of Credit, and any (x) if such Revolving Lender that so elects to issue such Letter of Credit shall be the Issuing Lender with respect thereto, provided that if more than one Revolving Lender so elects to issue such Revolving Letter of Credit it shall be the Revolving Issuing Lender with respect thereto and (y) if such Revolving Lender fails to so promptly notify Borrower and Administrative Agent or declines to issue such Revolving Letter of Credit, Company shall determine which Borrower may request Administrative Agent or another Revolving Lender to be the Revolving Issuing Lender with respect to such Revolving Letter of Credit in accordance with the provisions of this subsection 3.1B and (b) upon receipt by a proposed LC Facility Issuing Lender of a Request for Issuance pursuant to subsection 3.1B(i) requesting the issuance of a LC Facility Letter of Credit, (1) in the event Administrative Agent is the proposed LC Facility Issuing Lender, Administrative Agent shall be the LC Facility Issuing Lender. In the event that all other Revolving Lenders shall have declined Lender with respect to issue such LC Facility Letter of Credit, notwithstanding the prior election of Fronting Bank not to issue such Letter of Credit, Fronting Bank shall be obligated to issue such Letter of Credit and shall be the Issuing Lender with respect thereto, notwithstanding the fact that the LC Facility Letter of Credit Usage with respect to such LC Facility Letter of Credit and with respect to all other LC Facility Letters of Credit issued by Fronting Bank, when aggregated with Fronting Bank's outstanding Revolving LoansAdministrative Agent, may exceed Fronting BankAdministrative Agent's Revolving LC Facility Loan Commitment then in effect. If Fronting Bank has resigned as provided ; and (2) in subclause 11.5C and no successor Fronting Bank has been appointed at the time of a Request for Issuanceevent any other LC Facility Lender is the proposed Issuing Lender, then each Revolving such LC Facility Lender shall promptly notify Borrower and Administrative Agent whether or not, in its sole discretion, it has elected to issue or cause to be issued a Letter of Credit as to its own Pro Rata Share of each requested such LC Facility Letter of Credit, all and (x) if such LC Facility Lender so elects to issue such LC Facility Letter of which taken together would aggregate Credit it shall be the amount requested LC Facility Issuing Lender with respect thereto and (y) if such LC Facility Lender fails to so promptly notify Borrower and Administrative Agent or declines to issue such LC Facility Letter of Credit, Borrower may request Administrative Agent or another LC Facility Lender to be the LC Facility Issuing Lender with respect to such LC Facility Letter of Credit in accordance with the Request for Issuance.provisions of this subsection 3.1B.

Determination of Issuing Lender. (a) Upon receipt by Administrative Agent a proposed Revolving Issuing Lender of a Request for Issuance pursuant to subsection 4.1B(i3.1B(i) requesting the issuance of a Revolving Letter of Credit, (1) in the event Fronting Bank elects Administrative Agent is the proposed Revolving Issuing Lender, Administrative Agent shall be the Revolving Issuing Lender with respect to issue such Revolving Letter of Credit, Administrative Agent shall promptly so notify Company, and Fronting Bank shall be notwithstanding the Issuing Lender fact that the Revolving Letter of Credit Usage with respect thereto. In the event that Fronting Bank, in its sole discretion, elects not to issue such Revolving Letter of Credit, Fronting Bank shall promptly so notify Company Credit and with respect to all other Revolving Letters of Credit issued by Administrative Agent, whereupon Company when aggregated with Administrative Agent’s outstanding Revolving Loans and Swing Line Loans, may request exceed Administrative Agent’s Revolving Loan Commitment then in effect, and (2) in the event any other Revolving Lender to issue such Letter of Credit by delivering to is the proposed Revolving Issuing Lender, such Revolving Lender a copy of the applicable Request for Issuance. Any Revolving Lender so requested to issue such Letter of Credit shall promptly notify Company, Fronting Bank Borrower and Administrative Agent whether or not, in its sole discretion, it has elected to issue such Revolving Letter of Credit, and any (x) if such Revolving Lender that so elects to issue such Letter of Credit shall be the Issuing Lender with respect thereto, provided that if more than one Revolving Lender so elects to issue such Revolving Letter of Credit it shall be the Revolving Issuing Lender with respect thereto and (y) if such Revolving Lender fails to so promptly notify Borrower and Administrative Agent or declines to issue such Revolving Letter of Credit, Company shall determine which Borrower may request Administrative Agent or another Revolving Lender to be the Revolving Issuing Lender with respect to such Revolving Letter of Credit in accordance with the provisions of this subsection 3.1B; and (b) upon receipt by a proposed Synthetic Letter of Credit Issuing Lender of a Request for Issuance pursuant to subsection 3.1B(i) requesting the issuance of a Synthetic Letter of Credit, (1) in the event Administrative Agent is the proposed Synthetic Letter of Credit Issuing Lender, Administrative Agent shall be the Synthetic Letter of Credit Issuing Lender. In the event that all other Revolving Lenders shall have declined Lender with respect to issue such Synthetic Letter of Credit, notwithstanding the prior election of Fronting Bank not to issue such Letter of Credit, Fronting Bank shall be obligated to issue such Letter of Credit and shall be the Issuing Lender with respect thereto, notwithstanding the fact that the Synthetic Letter of Credit Usage with respect to such Synthetic Letter of Credit and with respect to all other Synthetic Letters of Credit issued by Fronting Bank, when aggregated with Fronting Bank's outstanding Revolving LoansAdministrative Agent, may exceed Fronting Bank's Revolving Loan Administrative Agent’s Synthetic Letter of Credit Commitment then in effect. If Fronting Bank has resigned as provided , and (2) in subclause 11.5C and no successor Fronting Bank has been appointed at the time of a Request for Issuance, then each Revolving Lender shall issue or cause to be issued a event any other Synthetic Letter of Credit as Lender is the proposed Issuing Lender, such Synthetic Letter of Credit Lender shall promptly notify Borrower and Administrative Agent whether or not, in its sole discretion, it has elected to its own Pro Rata Share of each requested issue such Synthetic Letter of Credit, all and (x) if such Synthetic Letter of which taken together would aggregate Credit Lender so elects to issue such Synthetic Letter of Credit it shall be the amount requested Synthetic Letter of Credit Issuing Lender with respect thereto and (y) if such Synthetic Letter of Credit Lender fails to so promptly notify Borrower and Administrative Agent or declines to issue such Synthetic Letter of Credit, Borrower may request Administrative Agent or another Synthetic Letter of Credit Lender to be the Synthetic Letter of Credit Issuing Lender with respect to such Synthetic Letter of Credit in accordance with the Request for Issuance.provisions of this subsection 3.1B.

Determination of Issuing Lender. Upon receipt by Administrative Agent of a Request ------------------------------- for Issuance of Letter of Credit pursuant to subsection 4.1B(i3.1B(i) requesting the issuance of a Letter of Credit, in the event Fronting Bank Agent elects to issue such Letter of Credit, Administrative Agent shall promptly so notify CompanyBorrowers, and Fronting Bank Agent shall be the Issuing Lender with respect thereto. In the event that Fronting BankAgent, in its sole discretion, elects not to issue such Letter of Credit, Fronting Bank Agent shall promptly so notify Company and Administrative AgentBorrowers, whereupon Company Borrowers may request any other Revolving Lender having the applicable Revolving Loan Commitment to issue such Letter of Credit by delivering to such Revolving Lender a copy of the applicable Request for IssuanceIssuance of Letter of Credit. Any Revolving Lender so requested to issue such Letter of Credit shall promptly notify Company, Fronting Bank Borrowers and Administrative Agent whether or not, in its sole discretion, it has elected to issue such Letter of Credit, and any such Revolving Lender that so elects to issue such Letter of Credit shall be the Issuing Lender with respect thereto, provided that if more than one Revolving Lender so elects to issue such Letter of Credit, Company shall determine which Revolving Lender shall be the Issuing Lender. In the event that all other Revolving Lenders shall have declined to issue such a Standby Letter of Credit, then notwithstanding the prior election of Fronting Bank Agent not to issue such Standby Letter of Credit, Fronting Bank Agent shall be the Issuing Lender with respect thereto, notwithstanding the fact that the Letter of Credit Usage with respect to such Letter of Credit and with respect to all other Letters of Credit issued by Agent, when aggregated with Agent's outstanding Revolving Loans, may exceed Agent's Revolving Loan Commitment then in effect. In the event that all other Revolving Lenders shall have declined to issue a Commercial Letter of Credit, then notwithstanding the prior election of CoBank not to issue such Commercial Letter of Credit, CoBank shall be obligated to issue such Commercial Letter of Credit and shall be the Issuing Lender with respect thereto, notwithstanding the fact that the Letter of Credit Usage with respect to such Letter of Credit and with respect to all other Letters of Credit issued by Fronting BankCoBank, when aggregated with Fronting BankCoBank's outstanding Revolving Loans, may exceed Fronting BankCoBank's Revolving Loan Commitment then in effect. If Fronting Bank has resigned as provided in subclause 11.5C and no successor Fronting Bank has been appointed at the time of a Request for Issuance, then each Revolving Lender shall issue or cause to be issued a Letter of Credit as to its own Pro Rata Share of each requested Letter of Credit, all of which taken together would aggregate the amount requested in the Request for Issuance.

Determination of Issuing Lender. Upon receipt by Administrative Agent a proposed Issuing Lender of a Request for Notice of Issuance of Letter of Credit from a Domestic Borrower pursuant to subsection 4.1B(i3.1B(i) requesting the issuance of a Letter of Credit, (a) in the event Fronting Bank elects to issue such Letter of CreditAdministrative Agent is the proposed Issuing Lender, Administrative Agent shall promptly so notify Company, and Fronting Bank shall be the Issuing Lender with respect thereto. In the event that Fronting Bank, in its sole discretion, elects not to issue such Letter of Credit, Fronting Bank shall promptly so notify Company and Administrative Agent, whereupon Company may request any other Revolving Lender notwithstanding the fact that the Letter of Credit Usage with respect to issue such Letter of Credit by delivering and with respect to such Revolving Lender a copy of the applicable Request for Issuance. Any Revolving Lender so requested to issue such Letter all other Letters of Credit issued by Administrative Agent, when aggregated with Administrative Agent's outstanding Loans, may exceed Administrative Agent's Tranche A Domestic Commitment then in effect; and (b) in the event any other Domestic Lender is the proposed Issuing Lender, such Domestic Lender shall promptly notify Company, Fronting Bank such Domestic Borrower and Administrative Primary Documentation Agent whether or not, in its sole discretion, it has elected to issue such Letter of Credit, and any (1) if such Revolving Domestic Lender that so elects to issue such Letter of Credit shall be the Issuing Lender with respect thereto, provided that if more than one Revolving Lender so elects to issue such Letter of Credit, Company shall determine which Revolving Lender shall be the Issuing Lender. In the event that all other Revolving Lenders shall have declined to issue such Letter of Credit, notwithstanding the prior election of Fronting Bank not to issue such Letter of Credit, Fronting Bank shall be obligated to issue such Letter of Credit and it shall be the Issuing Lender with respect thereto, notwithstanding the fact that the Letter of Credit Usage with respect to such Letter of Credit and with respect to all other Letters of Credit issued by Fronting Banksuch Domestic Lender, when aggregated with Fronting Banksuch Domestic Lender's outstanding Revolving Loans, may exceed Fronting Banksuch Domestic Lender's Revolving Loan Tranche A Domestic Commitment then in effect. If Fronting Bank has resigned as provided in subclause 11.5C effect and no successor Fronting Bank has been appointed at the time of a Request for Issuance, then each Revolving (2) if such Domestic Lender shall fails to so promptly notify such Domestic Borrower and Primary Documentation Agent or declines to issue or cause to be issued a Letter of Credit as to its own Pro Rata Share of each requested such Letter of Credit, all such Domestic Borrower may request another Domestic Lender to be the Issuing Lender with respect to such Letter of which taken together would aggregate Credit in accordance with the amount requested provisions of this subsection 3.1B; provided, that in the Request for Issuanceevent such other Domestic Lender fails to promptly notify such Domestic Borrower and Primary Documentation Agent or declines to issue such Letter of Credit, Administrative Agent shall be the Issuing Lender.

Determination of Issuing Lender. Upon receipt by ------------------------------- Administrative Agent of a Request for Issuance of Letter of Credit pursuant to subsection 4.1B(i3.1B(i) requesting the issuance of a Letter of Credit, in the event Fronting Bank Administrative Agent elects to issue such Letter of Credit, Administrative Agent shall promptly so notify Company, and Fronting Bank Administrative Agent shall be the Issuing Lender with respect thereto. In the event that Fronting BankAdministrative Agent, in its sole discretion, elects not to issue such Letter of Credit, Fronting Bank Administrative Agent shall promptly so notify Company and Administrative AgentCompany, whereupon Company may request any other Lender having a Tranche A Revolving Lender Loan Commitment to issue such Letter of Credit by delivering to such Revolving Lender a copy of the applicable Request for IssuanceIssuance of Letter of Credit. Any Revolving Lender so requested to issue such Letter of Credit shall promptly notify Company, Fronting Bank Company and Administrative Agent whether or not, in its sole discretion, it has elected to issue such Letter of Credit, and any such Revolving Lender that which so elects to issue such Letter of Credit shall be the Issuing Lender with respect thereto, provided that if more than one Revolving Lender so elects to issue such Letter of Credit, Company shall determine which Revolving Lender shall be the Issuing Lender. In the event that all other Lenders having a Tranche A Revolving Lenders Loan Commitment shall have declined to issue such Letter of Credit, notwithstanding the prior election of Fronting Bank Administrative Agent not to issue such Letter of Credit, Fronting Bank Administrative Agent shall be obligated to issue such Letter of Credit and shall be the Issuing Lender with respect thereto, notwithstanding the fact that the Letter of Credit Usage with respect to such Letter of Credit and with respect to all other Letters of Credit issued by Fronting BankAdministrative Agent, when aggregated with Fronting BankAdministrative Agent's outstanding Tranche A Revolving Loans, may exceed Fronting BankAdministrative Agent's Tranche A Revolving Loan Commitment then in effect. If Fronting Bank has resigned as ; provided in subclause 11.5C and no successor Fronting Bank has been appointed at the time of a Request for Issuance, then each Revolving Lender that -------- Administrative Agent shall not be obligated to issue or cause to be issued a any Letter of Credit as to its own Pro Rata Share of each requested Letter of Credit, all of denominated in a foreign currency which taken together would aggregate the amount requested in the Request for Issuancereasonable judgment of Administrative Agent is not readily and freely available.

Determination of Issuing Lender. Upon receipt by Administrative Agent of a ------------------------------- Request for Issuance of Letter of Credit pursuant to subsection 4.1B(i3.1B(i) requesting the issuance of a Letter of Credit, in the event Fronting Bank Agent elects to issue such Letter of Credit, Administrative Agent shall promptly so notify Company, and Fronting Bank Agent shall be the Issuing Lender with respect thereto. In the event that Fronting BankAgent, in its sole discretion, elects not to issue such Letter of Credit, Fronting Bank Agent shall promptly so notify Company and Administrative AgentCompany, whereupon Company may request any other Revolving Lender to issue such Letter of Credit by delivering to such Revolving Lender a copy of the applicable Request for IssuanceIssuance of Letter of Credit. Any Revolving Lender so requested to issue such Letter of Credit shall promptly promptly, and in any event one Business Day prior to the issuance thereof, notify Company, Fronting Bank Company and Administrative Agent whether or not, in its sole discretion, it has elected to issue such Letter of Credit, and such Revolving Lender shall promptly, and in any event one Business Day prior to the effectiveness of any amendment to such Letter of Credit, notify Company and Agent of any such amendment, and any such Revolving Lender that which so elects to issue such Letter of Credit shall be the Issuing Lender with respect thereto, provided that if more than one Revolving Lender so elects to issue such Letter of Credit, Company shall determine which Revolving Lender shall be the Issuing Lender. In the event that all other Revolving Lenders shall have declined to issue such Letter of Credit, notwithstanding the prior election of Fronting Bank Agent not to issue such Letter of Credit, Fronting Bank Agent shall be obligated to issue such Letter of Credit and shall be the Issuing Lender with respect thereto, notwithstanding the fact that the Letter of Credit Usage with respect to such Letter of Credit and with respect to all other Letters of Credit issued by Fronting BankAgent, when aggregated with Fronting BankAgent's outstanding Revolving Loans, may exceed Fronting BankAgent's Revolving Loan Commitment then in effect. If Fronting Bank has resigned as ; provided in subclause 11.5C and no successor Fronting Bank has been appointed at the time of a Request for Issuance, then each Revolving Lender that -------- Agent shall not be obligated to issue or cause to be issued a any Letter of Credit as to its own Pro Rata Share of each requested Letter of Credit, all of denominated in a foreign currency which taken together would aggregate the amount requested in the Request for Issuancejudgment of Agent is not readily and freely available.

Determination of Issuing Lender. Upon receipt by Administrative Agent of a Request for Notice of Issuance of Letter of Credit pursuant to subsection 4.1B(i3.1B(i) requesting the issuance of a Letter of Credit, in the event Fronting Bank Administrative Agent elects to issue such Letter of Credit, Administrative Agent shall promptly so notify CompanyBorrower, and Fronting Bank Administrative Agent shall be the Issuing Lender with respect thereto. In the event that Fronting BankAdministrative Agent, in its sole discretion, elects not to issue such Letter of Credit, Fronting Bank Administrative Agent shall promptly so notify Company and Administrative AgentBorrower, whereupon Company may Administrative Agent shall request any other Revolving Lender to issue such Letter of Credit by delivering to such Revolving Lender a copy of the applicable Request for IssuanceNotice of Issuance of Letter of Credit. Any Revolving Lender so requested to issue such Letter of Credit shall promptly notify Company, Fronting Bank Borrower and Administrative Agent whether or not, in its sole discretion, it has elected to issue such Letter of Credit, and any such Revolving Lender that which so elects to issue such Letter of Credit shall be the Issuing Lender with respect thereto, provided that if more than one Revolving Lender so elects to issue such Letter of Credit, Company shall determine which Revolving Lender shall be the Issuing Lender. In the event that all other Revolving Lenders shall have declined to issue such Letter of Credit, notwithstanding the prior election of Fronting Administrative Agent not to issue such Letter of Credit, Administrative Agent shall be obligated to issue such Letter of Credit (if such Letter of Credit is not a Documentary Letter of Credit) and shall be the Issuing Lender with respect thereto, and, if Comerica Bank is a Lender under this Agreement, notwithstanding any prior election of Comerica Bank not to issue such Letter of Credit, Fronting Comerica Bank shall be obligated to issue such Letter of Credit if it is a Documentary Letter of Credit and shall be the Issuing Lender with respect thereto, notwithstanding the fact that the Letter of Credit Usage with respect to such Letter of Credit and with respect to all other Letters of Credit issued by Fronting Administrative Agent or Comerica Bank, as the case may be, when aggregated with Fronting Administrative Agent's or Comerica Bank's outstanding Revolving Loans, may exceed Fronting Administrative Agent's or Comerica Bank's Revolving Loan Commitment then in effect. If Fronting Bank has resigned as provided ; PROVIDED that nothing in subclause 11.5C this subsection 3.1B(ii) is intended to permit the Total Utilization of Revolving Loan Commitments to exceed the lesser of the Revolving Loan Commitments then in effect and no successor Fronting Bank has been appointed at the time of a Request for Issuance, then each Revolving Lender shall issue or cause Borrowing Base; and PROVIDED FURTHER that after giving effect to be issued a the participations in such Documentary Letter of Credit as to its own Pro Rata Share of each requested Letter of Credit, all of which taken together would aggregate the amount requested set forth in the Request for Issuancesubsection 3.1 Comerica Bank-California's Revolving Loan Exposure shall not exceed Comerica Bank-California's Revolving Loan Commitment then in effect.

Determination of Issuing Lender. Upon receipt by Administrative Agent a proposed Issuing Lender of a Request for Notice of Issuance of Letter of Credit pursuant to subsection 4.1B(i3.1B(i) requesting the issuance of a Letter of Credit, (a) in the event Fronting Bank Agent is the proposed Issuing Lender, (1) if Agent elects to issue such Letter of Credit, Administrative Agent shall promptly so notify Company, and Fronting Bank Agent shall be the Issuing Lender with respect thereto. In the event that Fronting Bankthereto and (2) if Agent, in its sole discretion, elects not to issue such Letter of Credit, Fronting Bank Agent shall promptly so notify Company and Administrative AgentCompany, whereupon Company 87 95 may request any other Revolving Lender Arranger or Co-Agent to issue such Letter of Credit by delivering to such Revolving Lender Arranger or such Co-Agent a copy of the applicable Request for Issuance. Any Revolving Lender Notice of Issuance of Letter of Credit and the Arranger or Co-Agent so requested to issue such Letter of Credit shall promptly notify Company, Fronting Bank Company and Administrative Agent whether or not, in its sole discretion, it has elected to issue such Letter of Credit, and any such Revolving Lender that Arranger or Co-Agent which so elects to issue such Letter of Credit shall be the Issuing Lender with respect thereto, ; provided that if more than one Revolving Lender so elects to issue such Letter of Credit, Company shall determine which Revolving Lender shall be the Issuing Lender. In in the event that all other Revolving Lenders Arrangers and all Co-Agents shall have declined to issue such Letter of Credit, notwithstanding the prior election of Fronting Bank Agent not to issue such Letter of Credit, Fronting Bank Agent shall be obligated to issue such Letter of Credit and shall be the Issuing Lender with respect thereto, notwithstanding the fact that the Letter of Credit Usage with respect to such Letter of Credit and with respect to all other Letters of Credit issued by Fronting BankAgent, when aggregated with Fronting BankAgent's outstanding Revolving Loans and Swing Line Loans, may exceed Fronting BankAgent's Revolving Loan Commitment then in effect. If Fronting Bank has resigned as provided ; and (b) in subclause 11.5C and no successor Fronting Bank has been appointed at the time of a Request for Issuanceevent any other Revolving Lender is the proposed Issuing Lender, then each such Revolving Lender shall promptly notify Company and Agent whether or not, in its sole discretion, it has elected to issue or cause to be issued a Letter of Credit as to its own Pro Rata Share of each requested such Letter of Credit, all and (1) if such Revolving Lender so elects to issue such Letter of which taken together would aggregate Credit, it shall be the amount requested Issuing Lender with respect thereto and (2) if such Revolving Lender fails to so promptly notify Company and Agent or declines to issue such Letter of Credit, Company may request Agent or another Revolving Lender to be the Issuing Lender with respect to such Letter of Credit in accordance with the Request for Issuance.provisions of this subsection 3.1B.

Determination of Issuing Lender. Upon receipt by Administrative Agent a proposed Issuing Lender of a Request for Issuance Letter of Credit pursuant to subsection 4.1B(i3.1B(i) requesting the issuance of a Letter of Credit, (a) in the event Fronting Bank Agent is the proposed Issuing Lender, (1) if Agent elects to issue such Letter of Credit, Administrative Agent shall promptly so notify Company, Company and Fronting Bank Agent shall be the Issuing Lender with respect thereto. In the event that Fronting Bankthereto and (2) if Agent, in its sole discretion, elects not to issue such Letter of Credit, Fronting Bank Agent shall promptly so notify Company and Administrative AgentCompany, whereupon Company may request any other Revolving Lender Co-Agent to issue such Letter of Credit by delivering to such Revolving Lender Co-Agent a copy of the applicable Request for Issuance. Any Revolving Lender Letter of Credit and any Co-Agent so requested to issue such Letter of Credit shall promptly notify Company, Fronting Bank Company and Administrative Agent whether or not, in its sole discretion, it has elected to issue such Letter of Credit, and any such Revolving Lender that Co-Agent which so elects to issue such Letter of Credit shall be the Issuing Lender with respect thereto, ; provided that if more than one Revolving Lender so elects to issue such Letter of Credit, Company shall determine which Revolving Lender shall be the Issuing Lender. In in the event that all other Revolving Lenders five Co-Agents which in the ordinary course of their business customarily issue letters of credit shall have declined to issue such Letter of Credit, 80 notwithstanding the prior election of Fronting Bank Agent not to issue such Letter of Credit, Fronting Bank Agent shall be obligated to issue such Letter of Credit and shall be the Issuing Lender with respect theretoto such Letter of Credit, notwithstanding the fact that the Letter of Credit Usage with respect to such Letter of Credit and with respect to all other Letters of Credit issued by Fronting BankAgent, when aggregated with Fronting BankAgent's outstanding Revolving Loans and Swing Line Loans, may exceed Fronting BankAgent's Revolving Loan Commitment then in effect. If Fronting Bank has resigned as provided ; and (b) in subclause 11.5C and no successor Fronting Bank has been appointed at the time of a Request for Issuanceevent any other Revolving Lender is the proposed Issuing Lender, then each such Revolving Lender shall promptly notify Company and Agent whether or not, in its sole discretion, it has elected to issue or cause to be issued a Letter of Credit as to its own Pro Rata Share of each requested such Letter of Credit, all and (1) if such Revolving Lender so elects to issue such Letter of which taken together would aggregate Credit, it shall be the amount requested Issuing Lender with respect thereto and (2) if such Revolving Lender fails to so promptly notify Company and Agent or declines to issue such Letter of Credit, Company may request Agent or another Revolving Lender to be the Issuing Lender with respect to such Letter of Credit in accordance with the Request for Issuance.provisions of this subsection 3.1B.

Determination of Issuing Lender. Upon (i) Borrowers’ Agent may request any (i) US Revolving Lender to issue a Letter of Credit under the US Revolving Facility and (ii) any Multicurrency Revolving Lender to issue a Letter of Credit under the Multicurrency Revolving Facility, and, in each case, upon receipt by Administrative Agent such Lender of a Request for Issuance notice from Borrowers’ Agent pursuant to subsection 4.1B(i) 2.8B requesting the issuance of a Letter of Credit, in the event Fronting Bank elects to issue such Letter of Credit, Administrative Agent shall promptly so notify Company, and Fronting Bank shall be the Issuing Lender with respect thereto. In the event that Fronting Bank, in its sole discretion, elects not to issue such Letter of Credit, Fronting Bank shall promptly so notify Company and Administrative Agent, whereupon Company may request any other Revolving Lender to issue such Letter of Credit by delivering to such Revolving Lender a copy of the applicable Request for Issuance. Any Revolving Lender so requested to issue such Letter of Credit shall promptly notify Company, Fronting Bank the Borrowers’ Agent and Administrative Agent whether or not, in its sole discretion, it has elected to issue such Letter of Credit, and any . If such Revolving Lender that so elects to issue such Letter of Credit Credit, such Lender shall be the Issuing Lender with respect thereto, provided that if more than one Revolving . If such Lender so elects declines to issue such Letter of Credit, Company shall determine which the Borrowers’ Agent may request any other US Revolving Lender shall be or Multicurrency Revolving Lender, as the Issuing case may be, to issue such Letter of Credit, by delivering the notice described in subsection 2.8B to such Lender. In the event that all other US Revolving Lenders or Multicurrency Revolving Lenders, as the case may be, shall have declined to issue such Letter of Credit, notwithstanding the prior election of Fronting Bank not to issue such Letter of Credit, Fronting Bank Administrative Agent shall be obligated to issue such the Letter of Credit requested by Borrowers’ Agent and shall be the Issuing Lender with respect thereto, notwithstanding the fact to such Letter of Credit; provided that the Administrative Agent shall not be obligated to issue any Letter of Credit Usage (1) denominated in a foreign currency which in the reasonable judgment of Administrative Agent is not readily and freely available or (2) if any Lender with a US Revolving Loan Commitment or Multicurrency Revolving Loan Commitment, as the case may be, is a Defaulting Lender at such time, unless Administrative Agent has entered into arrangement satisfactory to it and the applicable Borrower to eliminate Administrative Agent’s risk with respect to the participation in Letters of Credit by such Defaulting Lender, including by cash collateralizing such Defaulting Lender’s Pro Rata Share of the L/C Disbursements. (ii) Each Issuing Lender which elects to issue or amend a Letter of Credit shall promptly give written notice to Administrative Agent, and the applicable Borrower of the information required under subsection 2.8B(i) - (v) relating to such Letter of Credit and shall provide a copy of such Letter of Credit (as amended, if applicable) to Administrative Agent, and the applicable Borrower. Promptly after receipt of such notice, Administrative Agent shall notify each US Revolving Lender or Multicurrency Revolving Lender, as the case may be, (other than the Issuing Lender) of the amount of its respective participation therein, determined in accordance with subsection 2.8A. (iii) In the event that Administrative Agent is not the Issuing Lender in respect of a Commercial Letter of Credit, the Issuing Lender of such Commercial Letter of Credit will deliver to all other Letters Administrative Agent, promptly on the first Business Day of each week such Commercial Letter of Credit is outstanding, a report setting forth the daily aggregate outstandings for the previous week under such Commercial Letter of Credit. Administrative Agent shall deliver to each Lender, promptly after the end of each calendar month and upon each payment by Administrative Agent to Lenders of the letter of credit fees described in subsection 0(b), a report setting forth, for the period from the date of the last such report, the daily aggregate amount available to be drawn (to the extent such amounts have been reported to Administrative Agent pursuant to the immediately preceding sentence) under each Commercial Letter of Credit issued by Fronting Bank, when aggregated with Fronting Bank's outstanding Revolving Loans, may exceed Fronting Bank's Revolving Loan Commitment then in effect. If Fronting Bank has resigned as provided in subclause 11.5C and no successor Fronting Bank has been appointed at the time of a Request for Issuance, then each Revolving Lender shall issue or cause to be issued a Letter of Credit as to its own Pro Rata Share of each requested Letter of Credit, all of which taken together would aggregate the amount requested in the Request for IssuanceIssuing Lender.

Determination of Issuing Lender. Upon receipt by Administrative ------------------------------- Agent of a Request for Issuance of Letter of Credit pursuant to subsection 4.1B(i3.1B(i) requesting the issuance of a Letter of Credit, in the event Fronting Bank Administrative Agent elects to issue such Letter of Credit, Administrative Agent shall promptly so notify CompanyBorrowers' Agent, and Fronting Bank Administrative Agent shall be the Issuing Lender with respect thereto. In the event that Fronting BankAdministrative Agent, in its sole discretion, elects not to issue such Letter of Credit, Fronting Bank Administrative Agent shall promptly so notify Company and Administrative Borrowers' Agent, whereupon Company Borrowers' Agent may request any other Revolving Lender to issue such Letter of Credit by delivering to such Revolving Lender a copy of the applicable Request for IssuanceIssuance of Letter of Credit. Any Revolving Lender so requested to issue such Letter of Credit shall promptly notify Company, Fronting Bank Borrowers' Agent and Administrative Agent whether or not, in its sole discretion, it has elected to issue such Letter of Credit, and any such Revolving Lender that so elects to issue such Letter of Credit shall be the Issuing Lender with respect thereto, provided that if more than one Revolving Lender so elects to issue such Letter of Credit, Company shall determine which Revolving Lender shall be the Issuing Lender. In the event that all other Revolving Lenders shall have declined to issue such Letter of Credit, notwithstanding the prior election of Fronting Bank Administrative Agent not to issue such Letter of Credit, Fronting Bank Administrative Agent shall be obligated to issue such Letter of Credit and shall be the Issuing Lender with respect thereto, provided that such Letter of Credit is a Standby Letter of Credit, notwithstanding the fact that the Letter of Credit Usage with respect to such Letter of Credit and with respect to all other Letters of Credit issued by Fronting BankAdministrative Agent, when aggregated with Fronting BankAdministrative Agent's outstanding Revolving Loans, may exceed Fronting BankAdministrative Agent's Revolving Loan Commitment then in effect. If Fronting Bank has resigned as provided in subclause 11.5C and no successor Fronting Bank has been appointed at In the time event that all other Revolving Lenders shall have declined to issue a Commercial Letter of a Request for IssuanceCredit, then each Revolving Borrowers' Agent may elect to have a financial institution which is not a Lender issue a commercial letter of credit and Borrowers' Agent may request that Issuing Lender issue and Issuing Lender shall issue or cause to be issued a Standby Letter of Credit as credit support for any such commercial letter of credit (subject to its own Pro Rata Share the provisions of each requested Letter of Credit, all of which taken together would aggregate the amount requested in the Request for Issuancethis Section 3).

Determination of Issuing Lender. Upon receipt by a proposed Issuing Lender and Administrative Agent of a Notice of Request for Issuance to Issue Letter of Credit pursuant to subsection 4.1B(i3.1B(i) requesting the issuance of a Letter of Credit, in the event Fronting Bank elects to issue such Letter of Credit, Administrative Agent shall promptly so notify Company, and Fronting Bank shall be the Issuing Lender with respect thereto. In the event that Fronting Bank, in its sole discretion, elects not to issue such Letter of Credit, Fronting Bank shall promptly so notify Company and Administrative Agent, whereupon Company may request any other Revolving Lender to issue such Letter of Credit by delivering to such Revolving Lender a copy of the applicable Request for Issuance. Any Revolving Lender so requested to issue such Letter of Credit shall promptly notify Company, Fronting Bank Company and Administrative Agent whether or not, in its sole discretion, it has elected to issue such Letter of Credit, and any such Revolving Lender that which so elects to issue such Letter of Credit shall be the Issuing Lender with respect thereto, provided that if more than one Revolving Lender so elects to issue such Letter of Credit, Company shall determine which Revolving Lender shall be the Issuing Lender. In the event that all other Revolving Lenders the proposed Issuing Lender selected by Company with respect to any Letter of Credit shall have declined to issue such Letter of Credit, notwithstanding the prior election of Fronting Bank not to issue such Letter of CreditCredit Suisse, Fronting Bank in its capacity as Issuing Lender, shall be obligated to issue such Letter of Credit and shall be the Issuing Lender with respect thereto; provided that Credit Suisse, in its capacity as Issuing Lender, shall only be obligated to issue standby Letters of Credit and notwithstanding the fact that the Letter of Credit Usage with respect to such Letter of Credit and with respect to all other Letters of Credit issued by Fronting BankCredit Suisse, when aggregated with Fronting Bank's Credit Suisse’s outstanding Revolving Loans, may exceed Fronting Bank's Credit Suisse’s Revolving Loan Commitment then in effect, but not in excess of the amount set forth in subsection 3.1A(ii). If Fronting Bank has resigned as provided Notwithstanding anything to the contrary contained in subclause 11.5C and no successor Fronting Bank has been appointed at this Section 3 or elsewhere in this Agreement, in the time of event that a Request for Issuance, then each Revolving Lender is a Defaulting Lender, Credit Suisse, in its capacity as Issuing Lender, shall not be required to issue or cause to be issued a any Letter of Credit as unless Credit Suisse has entered into arrangements reasonably satisfactory to it and Company to eliminate its own risk with respect to the participation in Letters of Credit by all such Defaulting Lenders, including by requiring Company to cash collateralize each such Defaulting Lender’s Pro Rata Share of each requested Letter of Credit, all of which taken together would aggregate the amount requested in the Request for IssuanceCredit issued by Credit Suisse.

Determination of Issuing Lender. Upon (i) Borrowers’ Agent may request any Revolving Lender to issue a Letter of Credit and, upon receipt by Administrative Agent such Lender of a Request for Issuance notice from Borrowers’ Agent pursuant to subsection 4.1B(i) 2.8B requesting the issuance of a Letter of Credit, in the event Fronting Bank elects to issue such Letter of Credit, Administrative Agent shall promptly so notify Company, and Fronting Bank shall be the Issuing Lender with respect thereto. In the event that Fronting Bank, in its sole discretion, elects not to issue such Letter of Credit, Fronting Bank shall promptly so notify Company and Administrative Agent, whereupon Company may request any other Revolving Lender to issue such Letter of Credit by delivering to such Revolving Lender a copy of the applicable Request for Issuance. Any Revolving Lender so requested to issue such Letter of Credit shall promptly notify Company, Fronting Bank the Borrowers’ Agent and Administrative Agent whether or not, in its sole discretion, it has elected to issue such Letter of Credit, and any . If such Revolving Lender that so elects to issue such Letter of Credit Credit, such Lender shall be the Issuing Lender with respect thereto, provided that if more than one Revolving . If such Lender so elects declines to issue such Letter of Credit, Company shall determine which the Borrowers’ Agent may request any other Revolving Lender shall be to issue such Letter of Credit, by delivering the Issuing notice described in subsection 2.8B to such Lender. In the event that all other Revolving Lenders shall have declined to issue such Letter of Credit, notwithstanding the prior election of Fronting Bank not to issue such Letter of Credit, Fronting Bank Administrative Agent shall be obligated to issue such the Letter of Credit requested by Borrowers’ Agent and shall be the Issuing Lender with respect thereto, notwithstanding the fact to such Letter of Credit; provided that the Administrative Agent shall not be obligated to issue any Letter of Credit Usage (1) denominated in a foreign currency which in the reasonable judgment of Administrative Agent is not readily and freely available or (2) if any Lender with a Revolving Loan Commitment is a Defaulting Participating Lender at such time, unless Administrative Agent has entered into arrangement satisfactory to it and the applicable Borrower to eliminate Administrative Agent’s risk with respect to the participation in Letters of Credit by such Defaulting Participating Lender, including by cash collateralizing such Defaulting Participating Lender’s Pro Rata Share of the L/C Disbursements. (ii) Each Issuing Lender which elects to issue or amend a Letter of Credit shall promptly give written notice to Administrative Agent, and the applicable Borrower of the information required under subsection 2.8B(i) - (v) relating to such Letter of Credit and shall provide a copy of such Letter of Credit (as amended, if applicable) to Administrative Agent, and the applicable Borrower. Promptly after receipt of such notice, Administrative Agent shall notify each Revolving Lender (other than the Issuing Lender) of the amount of its respective participation therein, determined in accordance with subsection 2.8A. (iii) In the event that Administrative Agent is not the Issuing Lender in respect of a Commercial Letter of Credit, the Issuing Lender of such Commercial Letter of Credit will deliver to all other Letters Administrative Agent, promptly on the first Business Day of each week such Commercial Letter of Credit is outstanding, a report setting forth the daily aggregate outstandings for the previous week under such Commercial Letter of Credit. Administrative Agent shall deliver to each Lender, promptly after the end of each calendar month and upon each payment by Administrative Agent to Lenders of the letter of credit fees described in subsection 2.8F(1)(b), a report setting forth, for the period from the date of the last such report, the daily aggregate amount available to be drawn (to the extent such amounts have been reported to Administrative Agent pursuant to the immediately preceding sentence) under each Commercial Letter of Credit issued by Fronting Bank, when aggregated with Fronting Bank's outstanding Revolving Loans, may exceed Fronting Bank's Revolving Loan Commitment then in effect. If Fronting Bank has resigned as provided in subclause 11.5C and no successor Fronting Bank has been appointed at the time of a Request for Issuance, then each Revolving Lender shall issue or cause to be issued a Letter of Credit as to its own Pro Rata Share of each requested Letter of Credit, all of which taken together would aggregate the amount requested in the Request for IssuanceIssuing Lender.

Determination of Issuing Lender. (a) Upon receipt by Administrative Agent a proposed Revolving Issuing Lender of a Request for Issuance pursuant to subsection 4.1B(i3.1B(i) requesting the issuance of a Revolving Letter of Credit, (1) in the event Fronting Bank elects Administrative Agent is the proposed Revolving Issuing Lender, Administrative Agent shall be the Revolving Issuing Lender with respect to issue such Revolving Letter of Credit, Administrative Agent shall promptly so notify Company, and Fronting Bank shall be notwithstanding the Issuing Lender fact that the Revolving Letter of Credit Usage with respect thereto. In the event that Fronting Bank, in its sole discretion, elects not to issue such Revolving Letter of Credit, Fronting Bank shall promptly so notify Company Credit and with respect to all other Revolving Letters of Credit issued by Administrative Agent, whereupon Company when aggregated with Administrative Agent’s outstanding Revolving Loans and Swing Line Loans, may request exceed Administrative Agent’s Revolving Loan Commitment then in effect; and (2) in the event any other Revolving Lender to issue such Letter of Credit by delivering to is the proposed Revolving Issuing Lender, such Revolving Lender a copy of the applicable Request for Issuance. Any Revolving Lender so requested to issue such Letter of Credit shall promptly notify Company, Fronting Bank Borrower and Administrative Agent whether or not, in its sole discretion, it has elected to issue such Revolving Letter of Credit, and any (x) if such Revolving Lender that so elects to issue such Letter of Credit shall be the Issuing Lender with respect thereto, provided that if more than one Revolving Lender so elects to issue such Revolving Letter of Credit it shall be the Revolving Issuing Lender with respect thereto and (y) if such Revolving Lender fails to so promptly notify Borrower and Administrative Agent or declines to issue such Revolving Letter of Credit, Company shall determine which Borrower may request Administrative Agent or another Revolving Lender to be the Revolving Issuing Lender with respect to such Revolving Letter of Credit in accordance with the provisions of this subsection 3.1B; (b) upon receipt by a proposed LC Facility Issuing Lender of a Request for Issuance pursuant to subsection 3.1B(i) requesting the issuance of a LC Facility Letter of Credit, (1) in the event Administrative Agent is the proposed LC Facility Issuing Lender, Administrative Agent shall be the LC Facility Issuing Lender. In the event that all other Revolving Lenders shall have declined Lender with respect to issue such LC Facility Letter of Credit, notwithstanding the prior election of Fronting Bank not to issue such Letter of Credit, Fronting Bank shall be obligated to issue such Letter of Credit and shall be the Issuing Lender with respect thereto, notwithstanding the fact that the LC Facility Letter of Credit Usage with respect to such LC Facility Letter of Credit and with respect to all other LC Facility Letters of Credit issued by Fronting Bank, when aggregated with Fronting Bank's outstanding Revolving LoansAdministrative Agent, may exceed Fronting Bank's Revolving Administrative Agent’s LC Facility Loan Commitment then in effect. If Fronting Bank ; and (2) in the event any other LC Facility Lender is the proposed Issuing Lender, such LC Facility Lender shall promptly notify Borrower and Administrative Agent whether or not, in its sole discretion, it has resigned as provided elected to issue such LC Facility Letter of Credit, and (x) if such LC Facility Lender so elects to issue such LC Facility Letter of Credit it shall be the LC Facility Issuing Lender with respect thereto and (y) if such LC Facility Lender fails to so promptly notify Borrower and Administrative Agent or declines to issue such LC Facility Letter of Credit, Borrower may request Administrative Agent or another LC Facility Lender to be the LC Facility Issuing Lender with respect to such LC Facility Letter of Credit in subclause 11.5C accordance with the provisions of this subsection 3.1B; and no successor Fronting Bank has been appointed at the time (c) upon receipt by a proposed Synthetic Letter of Credit Issuing Lender of a Request for Issuance, then each Revolving Lender shall issue or cause Issuance pursuant to be issued subsection 3.1B(i) requesting the issuance of a Letter of Credit as to its own Pro Rata Share of each requested Synthetic Letter of Credit, all of which taken together would aggregate the amount requested (1) in the Request for Issuance.event Administrative Agent is the proposed Synthetic Letter of Credit Issuing Lender, Administrative Agent shall be the Synthetic Letter of Credit Issuing Lender with respect to such Synthetic Letter of Credit, notwithstanding the fact that the Synthetic Letter of Credit Usage with respect to such Synthetic Letter of Credit and with respect to all other Synthetic Letters of Credit issued by Administrative Agent, may exceed Administrative Agent’s Synthetic Letter of Credit Commitment then in effect; and (2) in the event any other LC Facility Lender is the proposed Issuing Lender, such LC Facility Lender shall promptly notify Borrower and Administrative Agent whether or not, in its sole discretion, it has elected to issue such Synthetic Letter of Credit, and (x) if such Synthetic Letter of Credit Lender so elects to issue such Synthetic Letter of Credit it shall be the Synthetic Letter of Credit Issuing Lender with respect thereto and (y) if such Synthetic Letter of Credit Lender fails to so promptly notify Borrower and Administrative Agent or declines to issue such Synthetic Letter of Credit, Borrower may request Administrative Agent or another Synthetic Letter of Credit Lender to be the Synthetic Letter of Credit Issuing Lender with respect to such Synthetic Letter of Credit in accordance with the provisions of this subsection 3.1B.