Common use of Letter of Credit Requests Clause in Contracts

Letter of Credit Requests. (a) Whenever a Borrower desires that a Letter of Credit be issued for its account, such Borrower shall give the Agent and the respective Issuing Bank written notice (including by way of facsimile transmission, immediately confirmed in writing by submission of the original of such request by mail to the Issuing Bank) thereof prior to 12:00 Noon, New York time, at least three Business Days prior to the proposed date of issuance (which shall be a Business Day), which written notice shall be in the form of Exhibit 2.12 (each, a “Letter of Credit Request”). Each Letter of Credit Request shall include any other documents as the respective Issuing Bank customarily requires in connection therewith. (b) The making of each Letter of Credit Request shall be deemed to be a representation and warranty by the respective Borrower that such Letter of Credit may be issued in accordance with, and it will not violate the requirements applicable to such Borrower and/or such Letter of Credit of, Sections 2.10 and 2.11. (c) Upon its issuance of, or amendment to, any Letter of Credit, the respective Issuing Bank shall promptly notify the respective Borrower and each Bank of such issuance or amendment, which notice shall include a summary description of the Letter of Credit actually issued and any amendments thereto. (d) The Stated Amount of each Letter of Credit upon issuance shall be not less than $1,000,000.

Letter of Credit Requests. (a) Whenever a the Borrower desires ------------------------- that a Letter of Credit be issued for its account, such the Borrower shall give the Administrative Agent and the respective Issuing Bank written notice at least two Business Days' (including by way of facsimile transmission, immediately confirmed in writing by submission of the original of or such request by mail shorter period as is acceptable to the respective Issuing Bank) thereof prior to 12:00 Noon, New York time, at least three Business Days prior to the proposed date of issuance (which shall be a Business Day), which written notice thereof. Each notice shall be in the form of Exhibit 2.12 C (each, a “"Letter ------ of Credit Request”"). Each Letter of Credit Request shall include any other documents as the respective Issuing Bank customarily requires in connection therewith.----------------- (b) The making of each Letter of Credit Request shall be deemed to be a representation and warranty by the respective Borrower that such Letter of Credit may be issued in accordance with, and it will not violate the requirements applicable to such Borrower and/or of, Section 2.01(b). Unless the respective Issuing Bank has received notice from any Bank before it issues a Letter of Credit that one or more of the conditions specified in Sections 5 or 6 are not then satisfied, or that the issuance of such Letter of Credit ofwould violate Section 2.01(b), Sections 2.10 then such Issuing Bank shall issue the requested Letter of Credit for the account of the Borrower in accordance with such Issuing Bank's usual and 2.11. (c) customary practices. Upon its issuance of, or amendment to, of any Letter of CreditCredit or any amendment thereto, the respective such Issuing Bank shall promptly notify the respective Borrower and each Bank of such issuance or amendment, which notice notice, shall include be accompanied by a summary description copy of the amendment or Letter of Credit actually issued and any amendments theretoissued. (d) The Stated Amount of each Letter of Credit upon issuance shall be not less than $1,000,000.

Letter of Credit Requests. (a) Whenever a Borrower an Account Party desires that a Letter of Credit be issued for its account, such Borrower Account Party shall give the Administrative Agent (at the appropriate Notice Office) and the respective Issuing Bank Lender at least 3 Business Days’ (or such shorter period as is acceptable to such Issuing Lender in any given case) written notice (including by way of facsimile transmission, immediately confirmed in writing by submission of the original of such request by mail to the Issuing Bank) thereof prior to 12:00 Noon, New York time, at least three Business Days prior to the proposed date of issuance (which shall be a Business Day), which written . Each notice shall be in the form of Exhibit 2.12 C-1 (each, a “Letter of Credit Request”), including, without limitation, by specifying: (i) whether the requested Letter of Credit shall constitute a U.S. Borrower Letter of Credit or a Bermuda Borrower Letter of Credit; and (ii) the currency in which the requested Letter of Credit is to be denominated (which shall be Dollars or, to the extent permitted hereunder, an Alternative Currency. Each Letter of Credit Request shall include any other documents as the respective such Issuing Bank Lender customarily requires in connection therewith. (b) The making of each Letter of Credit Request shall be deemed to be a representation and warranty by the respective Borrower applicable Account Party that such Letter of Credit may be issued is- sued in accordance with, and it will not violate the requirements of, Section 2A.01(c). Unless the respective Issuing Lender has received notice from the Required Lenders before it issues a Letter of Credit that one or more of the applicable to such Borrower and/or conditions specified in Section 6, as the case may be, are not then satisfied, or that the issuance of such Letter of Credit ofwould violate Section 2A.01(c), Sections 2.10 and 2.11. (c) Upon its issuance of, or amendment to, any Letter of Credit, then such Issuing Lender may issue the respective Issuing Bank shall promptly notify the respective Borrower and each Bank of such issuance or amendment, which notice shall include a summary description of the requested Letter of Credit actually issued for the account of the respective Account Party in accordance with such Issuing Lender’s usual and any amendments theretocustomary practices. (d) The Stated Amount of each Letter of Credit upon issuance shall be not less than $1,000,000.

Letter of Credit Requests. (a) Whenever a Revolving Borrower desires that a Letter of Credit be issued for its account, such Revolving Borrower shall give the Administrative Agent and the respective Issuing Bank Lender at least two Business Days’ prior written notice (including by way of facsimile transmission, immediately confirmed in writing by submission of the original of such request by mail to the Issuing Bank) thereof prior to 12:00 Noon, New York time, at least three Business Days prior to the proposed date of issuance (which shall be a Business Day), which written thereof. Each notice shall be in the form of Exhibit 2.12 C appropriately completed (each, each a “Letter of Credit Request”). Each Letter of Credit Request shall include any other documents as the respective Issuing Bank customarily requires in connection therewith. (b) The making of each Letter of Credit Request shall be deemed to be a representation and warranty by the respective Revolving Borrower that such Letter of Credit may be issued in accordance with, and it will not violate the requirements applicable to such Borrower and/or of, Sections 2.01(c) and, if applicable, 2.01(d). Unless the respective Issuing Lender has received notice from the Required Lenders before it issues a Letter of Credit that one or more of the conditions specified in Section 5.01 or 5.02, as the case may be, are not then satisfied, or that the issuance of such Letter of Credit ofwould violate Sections 2.01(c) and/or, Sections 2.10 if applicable, 2.01(d), then such Issuing Lender may issue the requested Letter of Credit for the account of the respective Revolving Borrower in accordance with such Issuing Lender’s usual and 2.11. (c) customary practices. Upon its issuance of, or its entering into any amendment with respect to, any Letter of Credit, the respective Issuing Bank Lender shall promptly notify the respective Borrower and each Bank Administrative Agent of such issuance or amendment, which notice shall include amendment and deliver to the Administrative Agent a summary description copy of the Letter of Credit actually issued and any amendments thereto. (d) The Stated Amount or amended, as the case may be. In addition, on the first Business Day of each week thereafter, each Issuing Lender shall furnish the Administrative Agent with a written (including via facsimile) report of the daily aggregate Letter of Credit upon issuance shall be not less than $1,000,000Outstandings of all Letters of Credit issued by such Issuing Lender for the immediately preceding week.

Letter of Credit Requests. (a) Whenever a the Borrower desires that a Letter of Credit be issued for its account, such the Borrower shall give the Agent and the respective Issuing Bank written notice at least two Business Days' (including by way of facsimile transmission, immediately confirmed in writing by submission of the original of or such request by mail shorter period as is acceptable to the respective Issuing Bank) thereof prior to 12:00 Noon, New York time, at least three Business Days prior to the proposed date of issuance (which shall be a Business Day), which written notice thereof. Each notice shall be in the form of Exhibit 2.12 C attached hereto (each, each a “"Letter of Credit Request”"). Each Letter of Credit Request shall include any other documents as the respective Issuing Bank customarily requires in connection therewith. (b) The making of each Letter of Credit Request shall be deemed to be a representation and warranty by the respective Borrower that such Letter of Credit may be issued in accordance with, and it will not violate the requirements applicable to such Borrower and/or of, Section 2.01(c). Unless the respective Issuing Bank has received notice from any Bank before it issues a Letter of Credit that one or more of the conditions specified in Section 5 or Section 6 are not then satisfied, or that the issuance of such Letter of Credit ofwould violate Section 2.01(c), Sections 2.10 then such Issuing Bank shall issue the requested Letter of Credit for the account of the Borrower in accordance with such Issuing Bank's usual and 2.11. (c) customary practices. Upon its issuance of, of or amendment to, to any Letter of Credit, the respective such Issuing Bank shall promptly notify the respective Borrower and each Bank participating therein of such issuance or amendment, which amendment and such notice shall include be accompanied by a summary description copy of the issued Letter of Credit actually issued and any amendments theretoor amendment, as the case may be. (d) The Stated Amount of each Letter of Credit upon issuance shall be not less than $1,000,000.

Letter of Credit Requests. (a) Whenever a the Borrower desires that a Letter of Credit be issued for its account, such the Borrower shall give the Administrative Agent and the respective Issuing Bank written notice at least two Business Days' (including by way of facsimile transmission, immediately confirmed in writing by submission of the original of or such request by mail shorter period as is acceptable to the respective Issuing Bank) thereof prior to 12:00 Noon, New York time, at least three Business Days prior to the proposed date of issuance (which shall be a Business Day), which written notice thereof. Each notice shall be in the form of Exhibit 2.12 C (each, a “"Letter of Credit Request”"). Each Letter of Credit Request shall include any other documents as the respective Issuing Bank customarily requires in connection therewith. (b) The making of each Letter of Credit Request shall be deemed to be a representation and warranty by the respective Borrower that such Letter of Credit may be issued in accordance with, and it will not violate the requirements applicable to such Borrower and/or of, Section 2.01(b). Unless the respective Issuing Bank has received notice from any Bank before it issues a Letter of Credit that one or more of the conditions specified in Sections 5 or 6 are not then satisfied, or that the issuance of such Letter of Credit ofwould violate Section 2.01(b), Sections 2.10 then such Issuing Bank shall issue the requested Letter of Credit for the account of the Borrower in accordance with such Issuing Bank's usual and 2.11. (c) customary practices. Upon its the issuance of, or amendment to, of any Letter of CreditCredit or any amendment thereto, the respective Issuing Bank shall promptly notify the respective Borrower and Administrative Agent, in writing, of such issuance or amendment, and such notice shall be accompanied by a copy of such issuance or amendment. Upon receipt of such notice, the Administrative Agent shall notify each Bank of such issuance or amendment, which notice shall include a summary description of the Letter of Credit actually issued and any amendments thereto. (d) The Stated Amount of each Letter of Credit upon issuance shall be not less than $1,000,000.

Letter of Credit Requests. (a) Whenever a Borrower desires the Borrowers desire that a Letter of Credit be issued for its accountby an Issuing Lender, such Borrower they shall give the Agent have (x) executed and delivered to the respective Issuing Bank written notice Lender (including by way of facsimile transmission, immediately confirmed in writing by submission of the original of such request by mail with copies having been sent to the Issuing BankAdministrative Agent) thereof prior to 12:00 Noon, New York time, at least three five Business Days prior to the proposed date of issuance thereof (which shall or such shorter period as may be a Business Dayacceptable to the respective Issuing Lender), which written notice shall be a Letter of Credit Request in the form of Exhibit 2.12 C-1 attached hereto (each, each a “"Letter of Credit Request”") and (y) in the case of requests for the issuance of trade Letters of Credit (and, to the extent requested by the respective Issuing Lender, standby Letters of Credit), completed and executed a letter of credit application in the form customarily used by such Issuing Lender for trade or standby letters of credit, as applicable, or in such other form as the Administrative Agent and the Issuing Lender shall request. Each Letter of Credit Request Requests shall include any other documents as be given in writing (including, to the extent consented to by the respective Issuing Bank customarily requires Lender, by electronic transmission), or in connection therewiththe case of requests of trade Letters of Credit, by telephone, if promptly confirmed in writing, provided that (I) if the express provisions of any letter of credit application conflict with the express provisions of this Agreement, the provisions of this Agreement shall control to the extent of such conflict and (II) no event (other than the failure to reimburse any Drawing as provided for in Section 3.05) which constitutes a default under any application shall constitute an Event of Default hereunder solely by reason of any default provisions contained in such application. (b) The making of each Letter of Credit Request shall be deemed to be a representation and warranty by the respective Borrower Borrowers that such Letter of Credit may be issued in accordance with, and it will not violate the requirements applicable to such Borrower and/or of, Section 3.01(c). Unless the respective Issuing Lender has received notice from any Lender before it issues a Letter of Credit that one or more of the conditions specified in Section 5 or 6 are not then satisfied, or that the issuance of such Letter of Credit ofwould violate Section 3.01(c), Sections 2.10 then such Issuing Lender may issue the requested Letter of Credit for the joint and 2.11. (c) several account of the Borrowers in accordance with such Issuing Lender's usual and customary practices. Upon its issuance of, or modification or amendment to, any Letter of Credit, the respective such Issuing Bank Lender shall promptly notify the respective Borrower Borrowers, the Administrative Agent and each Bank Lender of such issuance issuance, modification or amendment. Notwithstanding anything to the contrary contained in this Agreement, which notice in the event that a Lender Default exists, no Issuing Lender shall include a summary description be required to issue any Letter of Credit unless such Issuing Lender has entered into arrangements satisfactory to it and the Borrowers to eliminate such Issuing Lender's risk with respect to the participation in Letters of Credit by the Defaulting Lender or Lenders, including by cash collateralizing such Defaulting Lender's or Lenders' Percentage or Percentages of the Letter of Credit actually issued and any amendments theretoOutstandings. (d) The Stated Amount of each Letter of Credit upon issuance shall be not less than $1,000,000.

Letter of Credit Requests. (a) Whenever a the Borrower desires that a Letter of Credit be issued for its account, such the Borrower shall give the Administrative Agent and the respective Issuing Bank BTCo at least two Business Days' (or such shorter period as is acceptable to BTCo in any given case) written notice (including by way of facsimile transmission, immediately confirmed in writing by submission of the original of such request by mail to the Issuing Bank) thereof prior to 12:00 Noon, New York time, at least three Business Days prior to the proposed date of issuance (which shall be a Business Day), which written thereof. Each notice shall be in the form of Exhibit 2.12 C (each, each a “"Letter of Credit Request”"). Each Letter of Credit Request shall include any other documents as the respective Issuing Bank customarily requires in connection therewith. (b) The making of each Letter of Credit Request shall be deemed to be a representation and warranty by the respective Borrower that such Letter of Credit may be issued in accordance with, and it will not violate the requirements applicable to such Borrower and/or of, Section 2.01(c). Unless BTCo has received notice from the Required Lenders before it issues a Letter of Credit that one or more of the conditions specified in Section 5 are not satisfied on the Effective Date or Section 6 are not then satisfied, or that the issuance of such Letter of Credit ofwould violate Section 2.01(c), Sections 2.10 then BTCo may issue the requested Letter of Credit for the account of the Borrower in accordance with BTCo's usual and 2.11. (c) customary practices. Upon its issuance of, of or amendment to, to any Standby Letter of Credit, the respective Issuing Bank BTCo shall promptly notify the respective Borrower and each Bank Lender, in writing of such issuance or amendment and, if requested by a Lender, BTCo shall provide such Lender with copies of any such issuance or amendment. In the case of Trade Letters of Credit, which notice BTCo shall include a summary description promptly notify the Lenders of the Letter of Credit actually issued and any amendments thereto. (d) The aggregate Stated Amount of each Letter same as of Credit upon issuance shall be not less than $1,000,000the close of business on the last Business Day of the preceding week.

Letter of Credit Requests. (a) Whenever a the Borrower desires that a Letter of Credit be issued for its accountissued, such the Borrower shall give the Administrative Agent and the respective Issuing Bank Letter of Credit Issuer written notice thereof at least four Business Days (including by way of facsimile transmission, immediately confirmed in writing by submission of the original of or such request by mail shorter period as may be acceptable to the Issuing Bankrespective Letter of Credit Issuer) thereof prior to 12:00 Noon, New York time, at least three Business Days prior to the proposed date of issuance (which shall be a Business Day), ) which written notice shall be in the form of Exhibit 2.12 C (each, a “Letter of Credit Request”)) and specify the currency in which the requested Letter of Credit is to be denominated. Each Letter of Credit Request shall include any other documents as the respective Issuing Bank such Letter of Credit Issuer customarily requires in connection therewith. (b) The making of each Letter of Credit Request Request, and the acceptance of the benefits of each Letter of Credit issued hereunder, shall be deemed to be a representation and warranty by the respective Borrower that such Letter of Credit may be issued in accordance with, and it will NEWYORK 9228865 (2K) -66- not violate the requirements of, the first sentence of Section 3.01(b) and Section 3.01(c). Unless the respective Letter of Credit Issuer has received notice from the Administrative Agent (at the direction of the Required Lenders) before it issues a Letter of Credit that one or more of the applicable to such Borrower and/or conditions specified in Section 6 or 7, as the case may be, are not then satisfied, or that the issuance of such Letter of Credit ofwould violate Section 3.01(c), Sections 2.10 then such Letter of Credit Issuer may issue the requested Letter of Credit for the account of the Borrower in accordance with such Letter of Credit Issuer’s usual and 2.11. (c) Upon its issuance of, or amendment to, customary practice. In no event shall any Letter of Credit, Credit Issuer have any obligation or liability to the respective Issuing Bank shall promptly notify L/C Participants as a result the respective Borrower and each Bank failure of such issuance or amendment, which notice shall include a summary description of the any Standby Letter of Credit actually issued and any amendments thereto. (d) The Stated Amount of each or Trade Letter of Credit upon issuance shall be not less than $1,000,000to conform to the purpose or beneficiary requirements for such type of Letter of Credit set forth in Section 3.01(a).

Letter of Credit Requests. (a) Whenever a Revolving Borrower desires that a Letter of Credit be issued for its account, such Revolving Borrower shall give the Administrative Agent and the respective Issuing Bank Lender at least two (2) Business Days’ prior written notice (including by way of facsimile transmission, immediately confirmed in writing by submission of the original of such request by mail to the Issuing Bank) thereof prior to 12:00 Noon, New York time, at least three Business Days prior to the proposed date of issuance (which shall be a Business Day), which written thereof. Each notice shall be in the form of Exhibit 2.12 C appropriately completed (each, each a “Letter of Credit Request”). Each Letter of Credit Request shall include any other documents as the respective Issuing Bank customarily requires in connection therewith. (b) The making of each Letter of Credit Request shall be deemed to be a representation and warranty by the respective Revolving Borrower that such Letter of Credit may be issued in accordance with, and it will not violate the requirements applicable to such Borrower and/or of, Section 3.01(c). Unless the respective Issuing Lender has received notice from the Required Lenders before it issues a Letter of Credit that one or more of the conditions specified in Section 6.01 or 6.03, as the case may be, are not then satisfied, or that the issuance of such Letter of Credit ofwould violate Section 3.01(c), Sections 2.10 then such Issuing Lender may issue the requested Letter of Credit for the account of the respective Revolving Borrower in accordance with such Issuing Lender’s usual and 2.11. (c) customary practices. Upon its issuance of, or its entering into any amendment with respect to, any Letter of Credit, the respective Issuing Bank Lender shall promptly notify the respective Borrower and each Bank Administrative Agent of such issuance or amendment, which notice shall include amendment and deliver to the Administrative Agent a summary description copy of the Letter of Credit actually issued and any amendments theretoor amended, as the case may be. (dc) The Stated Amount At any time that there is an Issuing Lender that is not also the financial institution acting as Administrative Agent, then (i) on the last Business Day of each Letter of Credit upon issuance shall be not less than $1,000,000.calendar month, (ii) on each date that a 108 150546217_8170136845_8

Letter of Credit Requests. Notices of Issuance; Minimum Stated Amount. (a) Whenever a the U.S. Borrower desires or the German Borrowers, as the case may be, desire that a Letter of Credit be issued for its or their account, the respective such Borrower Account Party shall give the Administrative Agent (at the appropriate Notice Office) and the respective Issuing Bank written notice at least five Business Days' (including by way of facsimile transmission, immediately confirmed in writing by submission of the original of or such request by mail shorter period as is acceptable to the respective Issuing Bank) thereof prior to 12:00 Noon, New York time, at least three Business Days prior to the proposed date of issuance (which shall be a Business Day), which written notice thereof. Each notice shall be in the form of Exhibit 2.12 C (each, each a “"Letter of Credit Request”"). Each Letter of Credit Request shall include any other documents as the respective Issuing Bank customarily requires in connection therewith. (b) The making of each Letter of Credit Request shall be deemed to be a representation and warranty by the respective U.S. Borrower or the German Borrowers, as the case may be, that (i) such Letter of Credit may be issued in accordance with, and it will not violate the requirements of, Section 2.02 and (ii) all of the applicable to conditions set forth in Section 5 and 6 shall be met at the time of such Borrower and/or issuance. Unless the respective Issuing Bank has received notice from the Administrative Agent at the direction of the Required Lenders before it issues a Letter of Credit that one or more of the conditions specified in Section 5 are not satisfied on the Initial Borrowing Date or Section 6 are not then satisfied, or that the issuance of such Letter of Credit ofwould violate Section 2.02, Sections 2.10 then such Issuing Bank may issue the requested Letter of Credit for the account of the respective Account Party in accordance with such Issuing Bank's usual and 2.11. (c) customary practices. Upon its the issuance of, of or amendment to, or modification to any Standby Letter of Credit, the respective Issuing Bank shall promptly notify the respective Borrower Administrative Agent (and each Bank the Administrative Agent shall promptly forward such notice to the Lenders) of such issuance issuance, amendment or amendmentmodification and such notification shall be accompanied by a copy of the issued Standby Letter of Credit or amendment or modification. For Trade Letters of Credit, which notice the Issuing Bank will send to the Administrative Agent by facsimile transmission, promptly on the first Business Day of each week and on each Quarterly Payment Date, the daily aggregate Stated Amount of Trade Letters of Credit issued by such Issuing Bank and outstanding during the preceding week or quarterly period, as the case may be. The Administrative Agent shall include a summary description deliver to each Lender, after each calendar month end and upon each payment of the Letter of Credit actually Fee, a report setting forth for the relevant period the daily aggregate Stated Amount of all outstanding Trade Letters of Credit during such period. (c) Each Issuing Bank shall, on the date of issuance of a Letter of Credit by it, give the Administrative Agent and the respective Account Party written notice of the issuance of such Letter of Credit, accompanied by a copy to the Administrative Agent of the Letter of Credit or Letters of Credit issued and any amendments theretoby it. (d) The initial Stated Amount of each Letter of Credit upon issuance shall not be not less than (x) in the case of U.S. Letters of Credit, $1,000,00010,000 and (y) in the case of German Letters of Credit, DM20,000, or in each case such lesser amount as is acceptable to the respective Issuing Bank.

Letter of Credit Requests. (a) Whenever a Revolving Borrower desires that a Letter of Credit be issued for its account, such Revolving Borrower shall give the Administrative Agent and the respective Issuing Bank Lender at least two (2) Business Days’ prior written notice (including by way of facsimile transmission, immediately confirmed in writing by submission of the original of such request by mail to the Issuing Bank) thereof prior to 12:00 Noon, New York time, at least three Business Days prior to the proposed date of issuance (which shall be a Business Day), which written thereof. Each notice shall be in the form of Exhibit 2.12 C appropriately completed (each, each a “Letter of Credit Request”). Each Letter of Credit Request shall include any other documents as the respective Issuing Bank customarily requires in connection therewith. (b) The making of each Letter of Credit Request shall be deemed to be a representation and warranty by the respective Revolving Borrower that such Letter of Credit may be issued in accordance with, and it will not violate the requirements applicable to such Borrower and/or of, Section 3.01(c). Unless the respective Issuing Lender has received notice from the Required Lenders before it issues a Letter of Credit that one or more of the conditions specified in Section 6.01 or 6.03, as the case may be, are not then satisfied, or that the issuance of such Letter of Credit ofwould violate Section 3.01(c), Sections 2.10 then such Issuing Lender may issue the requested Letter of Credit for the account of the respective Revolving Borrower in accordance with such Issuing Lender’s usual and 2.11. (c) customary practices. Upon its issuance of, or its entering into any amendment with respect to, any Letter of Credit, the respective Issuing Bank Lender shall promptly notify the respective Borrower and each Bank Administrative Agent of such issuance or amendment, which notice shall include amendment and deliver to the Administrative Agent a summary description copy of the Letter of Credit actually issued and any amendments thereto. (d) The Stated Amount or amended, as the case may be. In addition, on the first Business Day of each week thereafter, each Issuing Lender shall furnish the Administrative Agent with a written (including via facsimile) report of the daily aggregate Letter of Credit upon issuance shall be not less than $1,000,000Obligations of all Letters of Credit issued by such Issuing Lender for the immediately preceding week.

Letter of Credit Requests. (a) Whenever a the Borrower desires that a Letter of Credit be issued for its account, such the Borrower shall give the Managing Agent and the respective Issuing Bank written notice at least two Business Days' (including by way of facsimile transmission, immediately confirmed in writing by submission of the original of or such request by mail shorter period as is acceptable to the respective Issuing Bank) thereof prior written notice thereof. In the case of Letters of Credit to 12:00 Noonbe issued pursuant to Section 2.01, New York time, at least three Business Days prior to the proposed date of issuance (which shall be a Business Day), which written each notice shall be in the form of Exhibit 2.12 C (each, each a “"Letter of Credit Request”"). Each Letter of Credit Request shall include any other documents as the respective Issuing Bank customarily requires in connection therewith. (b) The making of each Letter of Credit Request shall be deemed to be a representation and warranty by the respective Borrower that such Letter of Credit may be issued in accordance with, and it will not violate the requirements applicable to such Borrower and/or of, Section 2.01(c). Unless the respective Issuing Bank has received notice from any Bank before it issues a Letter of Credit that one or more of the conditions specified in Section 5 or Section 6 are not then satisfied, or that the issuance of such Letter of Credit ofwould violate Section 2.01(c), Sections 2.10 then such Issuing Bank may issue the requested Letter of Credit for the account of the Borrower in accordance with such Issuing Bank's usual and 2.11. (c) customary practices. Upon its issuance of, or amendment to, of any Standby Letter of Credit, the respective such Issuing Bank shall promptly notify the respective Borrower and each Bank participating therein of such issuance or amendmentissuance, which notice shall include be accompanied by a summary description copy of the Letter of Credit actually issued and any amendments thereto. (d) . For Trade Letters of Credit on which the Issuing Bank is other than the Managing Agent, the Issuing Bank will send to the Managing Agent by facsimile transmission, promptly on the first Business Day of each week, the daily aggregate Stated Amounts of Trade Letters of Credit available during the preceding week. The Stated Amount of Managing Agent will send to each Bank with a Revolving Loan Commitment, after each calendar month end and upon each Letter of Credit upon issuance shall be not less than $1,000,000Fee payment, a report setting forth for the relevant period the daily aggregate Stated Amount under Trade Letters of Credit of all Issuing Banks during such period.

Letter of Credit Requests. (a) Whenever a the Borrower desires that a Letter of Credit be issued for its accountissued, such the Borrower shall give the Administrative Agent and the respective Issuing Bank Letter of Credit Issuer written notice (including by way of facsimile transmission, immediately confirmed in writing by submission of the original of such request by mail transmission to the Issuing BankAdministrative Agent) thereof prior to 12:00 Noon, Noon (New York time, ) at least three five Business Days (or such shorter period as may be acceptable to the respective Letter of Credit Issuer) prior to the proposed date of issuance (which shall be a Business Day), which written notice shall be in the form of Exhibit 2.12 D (appropriately completed) (each, a “"Letter of Credit Request”"). Each Letter of Credit Request shall include any other documents as the respective Issuing Bank such Letter of Credit Issuer customarily requires in connection therewith. (b) The making of each Letter of Credit Request shall be deemed to be a representation and warranty by the respective Borrower that such Letter of Credit may be issued in accordance with, and it will not violate the requirements of, Section 2.01 (a). Unless the respective Letter of Credit Issuer has received notice from the Required Lenders before it issues a Letter of Credit that one or more of the applicable to such Borrower and/or conditions specified in Section 5 or 6, as the case may be, are not then satisfied, or that the issuance of such Letter of Credit ofwould violate Section 2.01(a), Sections 2.10 and 2.11. (c) Upon its issuance of, or amendment to, any Letter of Credit, the respective Issuing Bank shall promptly notify the respective Borrower and each Bank of then such issuance or amendment, which notice shall include a summary description of the Letter of Credit actually issued and any amendments thereto. (d) The Stated Amount of each Issuer may issue the requested Letter of Credit upon issuance shall be not less than $1,000,000for the account of the Borrower in accordance with such Letter of Credit Issuer's usual and customary practice.

Letter of Credit Requests. (a) Whenever a Borrower an Account Party desires that a Letter of Credit be issued for its account, such Borrower Account Party shall give the Administrative Agent (at the appropriate Notice Office) and the respective Issuing Bank Lender at least 3 days’ (or such shorter period as is acceptable to such Issuing Lender in any given case) written notice (including by way of facsimile (or other electronic) transmission, immediately confirmed in writing by submission of the original of such request by mail to the Issuing Bank) thereof prior to 12:00 Noon, New York time, at least three Business Days prior to the proposed date of issuance (which shall be a Business Day), which written . Each notice shall be in the form of Exhibit 2.12 C (each, a “Letter of Credit Request”), including, without limitation, by specifying whether the requested Letter of Credit shall constitute a U.S. Borrower Letter of Credit or a European Borrower Letter of Credit and the Available Currency in which the requested Letter of Credit is to be denominated. Each Letter of Credit Request shall include any other documents as the respective such Issuing Bank Lender customarily requires in connection therewith. (b) The making of each Letter of Credit Request shall be deemed to be a representation and warranty by the respective Borrower Account Party requesting same that such Letter of Credit may be issued in accordance with, and it will not violate the requirements of, Section 2.01(c). Unless the respective Issuing Lender has received notice from the ABL Required Lenders before it issues a Letter of Credit that one or more of the applicable to such Borrower and/or conditions specified in Section 5 or 6, as the case may be, are not then satisfied, or that the issuance of such Letter of Credit ofwould violate Section 2.01(c), Sections 2.10 and 2.11. (c) Upon its issuance of, or amendment to, any Letter of Credit, then such Issuing Lender may issue the respective Issuing Bank shall promptly notify the respective Borrower and each Bank of such issuance or amendment, which notice shall include a summary description of the requested Letter of Credit actually issued for the account of the respective Account Party in accordance with such Issuing Lender’s usual and any amendments theretocustomary practices. (d) The Stated Amount of each Letter of Credit upon issuance shall be not less than $1,000,000.

Letter of Credit Requests. (a) Whenever a the Borrower desires that a Letter of Credit be issued for its account, such Borrower other than Letters of Credit that replace Existing Letters of Credit pursuant to the last two sentences of Section 2.01(a), it shall give the Agent and the respective Issuing Bank (with copies to be sent to the Administrative Agent and each other Bank) at least five Business Days' prior written request therefor, or such shorter period of notice (including by way of facsimile transmission, immediately confirmed in writing by submission of as the original of respective Issuing Bank may agree upon with the Borrower from time to time. Each such request by mail to the Issuing Bank) thereof prior to 12:00 Noon, New York time, at least three Business Days prior to the proposed date of issuance (which shall be a Business Day)executed by the Borrower, which written notice and shall be in the form of Exhibit 2.12 C attached hereto (each, each a “"Letter of Credit Request”"). Each Letter of Credit Request shall include any other documents as the respective Issuing Bank customarily requires in connection therewith. (b) The making execution and delivery of each Letter of Credit Request shall be deemed to be a representation and warranty by the respective Borrower that such Letter of Credit may be issued in accordance with, and it will not violate the requirements applicable to such Borrower and/or of, Section 2.01. Unless the respective Issuing Bank has received notice from the Administrative Agent or the Required Banks before it issues the respective Letter of Credit that a Default or Event of Default then exists, or that the issuance of such Letter of Credit ofwould violate Section 2.01, Sections 2.10 then such Issuing Bank may issue the requested Letter of Credit for the account of the Borrower in accordance with such Issuing Bank's usual and 2.11. (c) customary practices. Upon its issuance of, or amendment to, of any Letter of Credit, other than Letters of Credit that replace Existing Letters of Credit pursuant to the last two sentences of Section 2.01(a), the respective Issuing Bank shall promptly notify the respective Borrower Administrative Agent and each Bank of such issuance or amendmentissuance, which notice to the Administrative Agent shall include be accompanied by a summary description copy of the Letter of Credit actually issued and any amendments theretoissued. (d) The Stated Amount of each Letter of Credit upon issuance shall be not less than $1,000,000.

Letter of Credit Requests. (a) Whenever a the Borrower desires that a Letter of Credit be issued for its account, such the Borrower shall give the Administrative Agent and the respective Issuing Bank written notice (including by way of facsimile transmission, immediately confirmed in writing by submission of the original of such request by mail to the Issuing Bank) thereof prior to 12:00 Noon, New York time, at least three Business Days prior Days' (or such shorter period as is acceptable to the proposed date of issuance (which shall be a Business Day), which respective Issuing Bank) written notice thereof. Each notice shall be in the form of Exhibit 2.12 C (each, each a “"Letter of Credit Request”"). Each Letter of Credit Request shall include any other documents as the respective Issuing Bank customarily requires in connection therewith. (b) The making of each Letter of Credit Request shall be deemed to be a representation and warranty by the respective Borrower that such Letter of Credit may be issued in accordance with, and it will not violate the requirements applicable to such Borrower and/or of, Section 2.01(c). Unless the respective Issuing Bank has received notice from any Bank before it issues a Letter of Credit that one or more of the conditions specified in Section 5 or Section 6, as applicable, are not then satisfied, or that the issuance of such Letter of Credit ofwould violate Section 2.01(c), Sections 2.10 then such Issuing Bank shall issue the requested Letter of Credit for the account of the Borrower in accordance with such Issuing Bank's usual and 2.11. (c) customary practices. Upon its the issuance of, of or amendment to, to any Standby Letter of Credit, the respective such Issuing Bank shall promptly notify the respective Borrower and each Bank of such issuance or amendment and such notice shall be accompanied by a copy of the issued Standby Letter of Credit or amendment, as the case may be. For Trade Letters of Credit on which notice the Issuing Bank is other than the Administrative Agent, the Issuing Bank will send to the Administrative Agent by facsimile transmission, promptly on the first Business Day of each week, the daily aggregate Stated Amount of Trade Letters of Credit issued by such Issuing Bank and outstanding during the preceding week. The Administrative Agent shall include a summary description deliver to each Bank, after each calendar month end and upon each payment of the Letter of Credit actually issued and any amendments thereto. (d) The Fee, a report setting forth for the relevant period the daily aggregate Stated Amount of each Letter all outstanding Trade Letters of Credit upon issuance shall be not less than $1,000,000during such period.

Letter of Credit Requests. (a) Whenever a the Borrower desires that a Letter of Credit be issued for its account, such the Borrower shall give the Administrative Agent and the respective Issuing Bank BTCo at least two Business Days' (or such shorter period as is acceptable to BTCo in any given case) written notice thereof (including by way of facsimile transmission, immediately confirmed in writing by submission of the original of such request by mail to the Issuing Bank) thereof prior to 12:00 Noon, New York time, at least three Business Days prior to the proposed date of issuance (which shall be a Business Dayfacsimile), which written . Each notice shall be in the form of Exhibit 2.12 C (each, each a “"Letter of Credit Request”"). Each Letter of Credit Request shall include any other documents as the respective Issuing Bank customarily requires in connection therewith. (b) The making of each Letter of Credit Request shall be deemed to be a representation and warranty by the respective Borrower that such Letter of Credit may be issued in accordance with, and it will not violate the requirements applicable to such Borrower and/or of, Section 2.01(c). Unless BTCo has received notice from the Required Lenders before it issues a Letter of Credit that one or more of the conditions specified in Section 5 are not satisfied on the Effective Date or Section 6 are not then satisfied, or that the issuance of such Letter of Credit ofwould violate Section 2.01(c), Sections 2.10 then BTCo may issue the requested Letter of Credit for the account of the Borrower in accordance with BTCo's usual and 2.11. (c) customary practices. Upon its issuance of, of or amendment to, to any Standby Letter of Credit, the respective Issuing Bank BTCo shall promptly notify the respective Borrower and each Bank Lender, in writing of such issuance or amendment and, if requested by a Lender, BTCo shall provide such Lender with copies of any such issuance or amendment. In the case of Trade Letters of Credit, which notice BTCo shall include a summary description promptly notify the Lenders of the Letter of Credit actually issued and any amendments thereto. (d) The aggregate Stated Amount of each Letter same as of Credit upon issuance shall be not less than $1,000,000the close of business on the last Business Day of the preceding week.

Letter of Credit Requests. (a) Whenever a the Borrower desires that a Letter of Credit be issued for its account, such the Borrower shall give the Administrative Agent and the respective Issuing Bank written notice at least five Business Days' (including by way of facsimile transmission, immediately confirmed in writing by submission of the original of or such request by mail shorter period as is acceptable to the respective Issuing Bank) thereof prior to 12:00 Noon, New York time, at least three Business Days prior to the proposed date of issuance (which shall be a Business Day), which written notice thereof. Each notice shall be in the form of Exhibit 2.12 C (each, a “"Letter of Credit Request”"). Each Letter of Credit Request shall include any other documents as the respective Issuing Bank customarily requires in connection therewith. (b) The making of each Letter of Credit Request shall be deemed to be a representation and warranty by the respective Borrower that such Letter of Credit may be issued in accordance with, and it will not violate the requirements applicable to such Borrower and/or of, Section 2.01(d). Unless the respective Issuing Bank has received notice from any Bank before it issues a Letter of Credit that one or more of the conditions specified in Section 5 or Section 6, as applicable, are not then satisfied, or that the issuance of such Letter of Credit ofwould violate Section 2.01(d), Sections 2.10 then such Issuing Bank shall issue the requested Letter of Credit for the account of the Borrower in accordance with such Issuing Bank's usual and 2.11. (c) customary practices. Upon its the issuance of, or amendment to, of any Letter of Credit, (x) the Borrower and the respective Issuing Bank shall promptly notify the respective Borrower and each Bank Administrative Agent, on the date of the issuance thereof, of such issuance or amendmentand shall, on such date, cause to be delivered to the Administrative Agent (which notice shall include delivery may be by telecopier) a summary description copy of the Letter of Credit actually so issued and any amendments thereto(y) promptly after its receipt of the notice described in preceding clause (x), the Administrative Agent shall notify each Bank of the respective issuance. (d) The Stated Amount of each Letter of Credit upon issuance shall be not less than $1,000,000.

Letter of Credit Requests. (a) Whenever a Borrower the Company ------------------------- desires that a Letter of Credit be issued for its account, such Borrower the Company shall give the respective Issuing Bank (with copies to be sent to the Agent and the respective Issuing Bank other Banks) written notice thereof in the form of Exhibit C hereto not later than 11:00 A.M. (including by way of facsimile transmission, immediately confirmed in writing by submission of the original of such request by mail to the Issuing Bank) thereof prior to 12:00 Noon, New York time, ) at least three five Business Days (or such shorter period as is acceptable to such Issuing Bank in any given case) prior to the proposed date of issuance (which shall be a Business Day), which written notice shall be in the form of Exhibit 2.12 (eacheach such request, a “"Letter of Credit Request”"). Each , which Letter of Credit Request shall include any other documents as the respective that such Issuing Bank customarily requires in connection therewith. (b) The making of each Letter of Credit Request shall be deemed to be a representation and warranty by the respective Borrower Company that such Letter of Credit may be issued in accordance with, and it will not violate the requirements applicable to of, Section 2.01(c). Unless such Borrower and/or Issuing Bank has received written notice from the Agent or the Required Banks before it issues a Letter of Credit that one or more of the conditions specified in Section 5 are not then satisfied, or that the issuance of such Letter of Credit ofwould violate Section 2.01(c), Sections 2.10 then such Issuing Bank may issue the requested Letter of Credit for the account of the Company in accordance with such Issuing Bank's usual and 2.11. (c) customary practices. Upon its issuance of, or amendment to, of any Letter of CreditCredit or any amendment thereto, the respective such Issuing Bank shall promptly notify the respective Borrower and each Bank of such issuance or amendment, which notice shall include be accompanied by a summary description copy of the Letter of Credit or amendment actually issued and any amendments theretoissued. (d) The Stated Amount of each Letter of Credit upon issuance shall be not less than $1,000,000.

Letter of Credit Requests. (a) Whenever a the Borrower desires that a Letter of Credit be issued hereunder for its account, such the Borrower shall give have (x) executed and delivered to the Administrative Agent and the respective Issuing Bank written notice (including by way of facsimile transmission, immediately confirmed in writing by submission of the original of such request by mail to the Issuing Bank) thereof prior to 12:00 Noon, New York time, Lender at least three Business Days prior to the proposed date of issuance thereof (which shall or such shorter period as may be a Business Dayacceptable to the respective Issuing Lender), which written notice shall be a Letter of Credit Request in the form of Exhibit 2.12 C attached hereto (each, each a “"Letter of Credit Request”"). Each Letter of Credit Request shall include any other documents as the respective Issuing Bank customarily requires in connection therewith. (b) The making of each Letter of Credit Request shall be deemed to be a representation and warranty by the respective Borrower that such Letter of Credit may be issued in accordance with, and it will not violate the requirements applicable to such Borrower and/or of, Section 2.01(c). Unless the respective Issuing Lender has received notice from any Lender before it issues a Letter of Credit that one or more of the conditions specified in Section 6 are not then satisfied, or that the issuance of such Letter of Credit ofwould violate Section 2.01(c), Sections 2.10 then such Issuing Lender may issue the requested Letter of Credit for the account of the Borrower in accordance with such Issuing Lender's usual and 2.11. (c) customary practices. Upon its the issuance of, or modification or amendment to, any standby Letter of Credit, the respective Issuing Bank Lender thereof shall notify the Administrative Agent and the Borrower, in writing, of such issuance, modification or amendment and such notice shall be accompanied by a copy of such Letter of Credit, or modification or amendment thereto, as the case may be. Upon receipt of such notice, the Administrative Agent shall promptly notify the respective Borrower and each Bank RF Lender, in writing of such issuance issuance, modification or amendment. With respect to trade Letters of Credit, which notice the Issuing Lender shall include on the first Business Day of each week provide the Administrative Agent with a summary description written report detailing the aggregate daily outstanding trade Letters of Credit for the previous week. Notwithstanding anything to the contrary contained in this Agreement, in the event that a Lender Default exists with respect to an RF Lender, no Issuing Lender shall be required to issue any Letter of Credit unless such Issuing Lender has entered into arrangements satisfactory to it and the Borrower to eliminate such Issuing Lender's risk with respect to the participation in Letters of Credit by such Defaulting Lender or Lenders, including by cash collateralizing such Defaulting Lender's or Lenders' RF Percentage or RF Percentages of the Letter of Credit actually issued and any amendments theretoOutstandings. (d) The Stated Amount of each Letter of Credit upon issuance shall be not less than $1,000,000.

Letter of Credit Requests. (a) Whenever a the Borrower desires that a Letter of Credit be issued for its accountissued, such the Borrower shall give the Administrative Agent and the respective Issuing Bank Letter of Credit Issuer written notice thereof (including by way a "Letter of facsimile transmission, immediately confirmed in writing by submission of the original of such request by mail to the Issuing BankCredit Request") thereof prior to 12:00 Noon, noon (New York time), via courier delivery or facsimile transmission, at least three Business Days (or such shorter period as may be acceptable to the respective Letter of Credit Issuer) or, in the case of Oil Payment Letters of Credit, one Business Day prior to the proposed date of issuance (which shall be a Business Day), which written notice shall be in the form of Exhibit 2.12 (each, a “Letter of Credit Request”). Each Letter of Credit Request shall include any other documents as the respective Issuing Bank such Letter of Credit Issuer customarily requires in connection therewith. (b) The making of each Letter of Credit Request shall be deemed to be a representation and warranty by the respective Borrower that the conditions precedent referred to in Section 6.02 have been satisfied and that such Letter of Credit may be issued in accordance with, and it will not violate the requirements applicable of clause (c) of Section 3.01. Unless the respective Letter of Credit Issuer has received notice from the Borrower, the Administrative Agent or the Required Working Capital Lenders before it issues a Letter of Credit that one or more of the conditions precedent referred to such Borrower and/or in Section 6.02 are not then satisfied or that the issuance of such Letter of Credit of, Sections 2.10 and 2.11. would violate clause (c) Upon its issuance ofof Section 3.01, or amendment to, any Letter of Credit, the respective Issuing Bank shall promptly notify the respective Borrower and each Bank of then such issuance or amendment, which notice shall include a summary description of the Letter of Credit actually issued and any amendments thereto. (d) The Stated Amount of each Issuer may issue the requested Letter of Credit upon issuance shall be not less than $1,000,000for the account of the Borrower in accordance with such Letter of Credit Issuer's usual and customary practice.

Letter of Credit Requests. (a) Whenever a the Borrower desires that a Letter of Credit be issued for its account, such Borrower it shall give the Agent and the respective Issuing Bank written notice (including by way of facsimile transmission, immediately confirmed in writing by submission of the original of such request by mail with copies to be sent to the Issuing BankAdministrative Agent and the other Banks) thereof prior to 12:00 Noon, New York time, at least three two Business Days prior to the proposed date of issuance (which written request therefor. Each such request shall be a Business Day), which written notice executed by the Borrower and shall be in the form of Exhibit 2.12 C attached hereto (each, each a “"Letter of Credit Request”"). Each Letter of Credit Request shall include any other documents as the respective Issuing Bank customarily requires in connection therewith. (b) The making execution and delivery of each Letter of Credit Request shall be deemed to be a representation and warranty by the respective Borrower that such Letter of Credit may be issued in accordance with, and it will not violate the requirements applicable to such Borrower and/or such Letter of Credit of, Sections 2.10 and 2.11Section 2.01. (cb) Upon its issuance of, or amendment to, Prior to issuing any Letter of Credit, the respective Issuing Bank shall request confirmation, by telephone or in writing, from the Administrative Agent, and the Administrative Agent shall provide such confirmation, that the issuance of such Letter of Credit would not cause the aggregate outstanding principal amount of the Loans plus the amount of Letter of Credit Outstandings to exceed the Total Commitment then in effect. Unless the respective Issuing Bank has received notice from the Administrative Agent or the Required Banks, which notice has not been rescinded, before it issues any Letter of Credit that one or more of the conditions specified in Section 5 applicable to such Credit Event is not then satisfied, or that the issuance of such Letter of Credit would violate Section 2.01, then such Issuing Bank may issue the requested Letter of Credit for the account of the Borrower in accordance with such Issuing Bank's usual and customary practices on the date requested by the Borrower. Upon its issuance of any Letter of Credit, such Issuing Bank shall promptly notify the respective Borrower and each Bank Administrative Agent of such issuance or amendmentissuance, which notice to the Administrative Agent shall include be accompanied by a summary description copy of the Letter of Credit actually issued and any amendments theretoissued. (d) The Stated Amount of each Letter of Credit upon issuance shall be not less than $1,000,000.

Letter of Credit Requests. (a) Whenever a the Borrower desires that a Letter of Credit be issued for its accountissued, such the Borrower shall give the Administrative Agent and the respective Issuing Bank Letter of Credit Issuer written notice thereof at least four Business Days (including by way of facsimile transmission, immediately confirmed in writing by submission of the original of or such request by mail shorter period as may be acceptable to the Issuing Bankrespective Letter of Credit Issuer) thereof prior to 12:00 Noon, New York time, at least three Business Days prior to the proposed date of issuance (which shall be a Business Day), ) which written notice shall be in the form of Exhibit 2.12 C (each, a “Letter of Credit Request”)) and specify the currency in which the requested Letter of Credit is to be denominated. Each Letter of Credit Request shall include any other documents as the respective Issuing Bank such Letter of Credit Issuer customarily requires in connection therewith. (b) The making of each Letter of Credit Request Request, and the acceptance of the benefits of each Letter of Credit issued hereunder, shall be deemed to be a representation and warranty by the respective Borrower that such Letter of Credit may be issued in accordance with, and it will not violate the requirements of, the first sentence of Section 2.01(b) and Section 2.01(c). Unless the respective Letter of Credit Issuer has received notice from the Administrative Agent (at the direction of the Required Lenders) before it issues a Letter of Credit that one or more of the applicable to such Borrower and/or conditions specified in Section 5 or 6, as the case may be, are not then satisfied, or that the issuance of such Letter of Credit ofwould violate Section 2.01(c), Sections 2.10 then such Letter of Credit Issuer may issue the requested Letter of Credit for the account of the Borrower in accordance with such Letter of Credit Issuer’s usual and 2.11. (c) Upon its issuance of, or amendment to, customary practice. In no event shall any Letter of Credit, Credit Issuer have any obligation or liability to the respective Issuing Bank shall promptly notify L/C Participants as a result the respective Borrower and each Bank failure of such issuance or amendment, which notice shall include a summary description of the any Standby Letter of Credit actually issued and any amendments thereto. (d) The Stated Amount of each or Trade Letter of Credit upon issuance shall be not less than $1,000,000to conform to the purpose or beneficiary requirements for such type of Letter of Credit set forth in Section 2.01(a).

Letter of Credit Requests. (a) Whenever a any Borrower desires that a Letter of Credit be issued for its accountissued, such Borrower shall give the Administrative Agent and the respective Issuing Bank Letter of Credit Issuer written notice thereof at least four (including by way of facsimile transmission, immediately confirmed in writing by submission of the original of 4) Business Days (or such request by mail shorter period as may be acceptable to the Issuing Bankrespective Letter of Credit Issuer) thereof prior to 12:00 Noon, New York time, at least three Business Days prior to the proposed date of issuance (which shall be a Business Day), ) which written notice shall be in the form of Exhibit 2.12 C (each, a “Letter of Credit Request”)) and specify the currency in which the requested Letter of Credit is to be denominated. Each Letter of Credit Request shall include any other documents as the respective Issuing Bank such Letter of Credit Issuer customarily requires in connection therewith. (b) The making of each Letter of Credit Request Request, and the acceptance of the benefits of each Letter of Credit issued hereunder, shall be deemed to be a representation and warranty by the respective Borrower Borrowers that such Letter of Credit may be issued in accordance with, and it will not violate the requirements of, the second sentence of Section 3.1(b) or Section 3.1(c). Unless the respective Letter of Credit Issuer has received notice from the Administrative Agent (at the direction of the Required Lenders) before it issues a Letter of Credit that one or more of the applicable to such Borrower and/or conditions specified in Section 6 or 7, as the case may be, are not then satisfied, or that the issuance of such Letter of Credit ofwould violate the second sentence of Section 3.1(b) or Section 3.1(c), Sections 2.10 then such Letter of Credit Issuer may issue the requested Letter of Credit for the account of the Borrowers in accordance with such Letter of Credit Issuer’s usual and 2.11. (c) Upon its issuance of, or amendment to, customary practice. In no event shall any Letter of Credit, Credit Issuer have any obligation or liability to the respective Issuing Bank shall promptly notify L/C Participants as a result the respective Borrower and each Bank failure of such issuance or amendment, which notice shall include a summary description of the any Letter of Credit actually issued and any amendments theretoto conform to the purpose or beneficiary requirements set forth in Section 3.1(a). (d) The Stated Amount of each Letter of Credit upon issuance shall be not less than $1,000,000.

Letter of Credit Requests. (a) Whenever a the Borrower desires that a Letter of Credit be issued for its accountissued, such the Borrower shall give the Administrative Agent and the respective Issuing Bank Letter of Credit Issuer written notice thereof at least four Business Days (including by way of facsimile transmission, immediately confirmed in writing by submission of the original of or such request by mail shorter period as may be acceptable to the Issuing Bankrespective Letter of Credit Issuer) thereof prior to 12:00 Noon, New York time, at least three Business Days prior to the proposed date of issuance (which shall be a Business Day), ) which written notice shall be in the form of Exhibit 2.12 C (each, a “Letter of Credit Request”)) and specify the currency in which the requested Letter of Credit is to be denominated. Each Letter of Credit Request shall include any other documents as the respective Issuing Bank such Letter of Credit Issuer customarily requires in connection therewith. (b) The making of each Letter of Credit Request Request, and the acceptance of the benefits of each Letter of Credit issued hereunder, shall be deemed to be a representation and warranty by the respective Borrower that such Letter of Credit may be issued in accordance with, and it will not violate the requirements of, the first sentence of Section 3.01(b) and Section 3.01(c). Unless the respective Letter of Credit Issuer has received notice from the Administrative Agent (at the direction of the Required Lenders) before it issues a Letter of Credit that one or more of the applicable to such Borrower and/or conditions specified in Section 6 or 7, as the case may be, are not then satisfied, or that the issuance of such Letter of Credit ofwould violate Section 3.01(c), Sections 2.10 then such Letter of Credit Issuer may issue the requested Letter of Credit for the account of the Borrower in accordance with such Letter of Credit Issuer’s usual and 2.11. (c) Upon its issuance of, or amendment to, customary practice. In no event shall any Letter of Credit, Credit Issuer have any obligation or liability to the respective Issuing Bank shall promptly notify L/C Participants as a result the respective Borrower and each Bank failure of such issuance or amendment, which notice shall include a summary description of the any Standby Letter of Credit actually issued and any amendments thereto. (d) The Stated Amount of each or Trade Letter of Credit upon issuance shall be not less than $1,000,000to conform to the purpose or beneficiary requirements for such type of Letter of Credit set forth in Section 3.01(a).

Letter of Credit Requests. (a) Whenever a the Borrower desires that a Letter of Credit be issued for its account, such the Borrower shall give the Administrative Agent and the respective Issuing Bank Lender at least five Business Days' (or such shorter period as is acceptable to the respective Issuing Lender) written notice (including by way of facsimile transmission, immediately confirmed in writing by submission of the original of such request by mail to the Issuing Bank) thereof prior to 12:00 Noon, New York time, at least three Business Days prior to the proposed date of issuance (which shall be a Business Day), which written thereof. Each notice shall be in the form of Exhibit 2.12 C (each, each a “"Letter of Credit Request”"). Each Letter of Credit Request shall include any other documents as the respective Issuing Bank customarily requires in connection therewith. (b) The making of each Letter of Credit Request shall be deemed to be a representation and warranty by the respective Borrower that such Letter of Credit may be issued in accordance with, and it will not violate the requirements applicable to such Borrower and/or of, Section 2.01(c). Unless the respective Issuing Lender has received notice from any Lender before it issues a Letter of Credit that one or more of the conditions specified in Section 5 or Section 6, as applicable, are not then satisfied, or that the issuance of such Letter of Credit ofwould violate Section 2.01(c), Sections 2.10 then such Issuing Lender shall issue the requested Letter of Credit for the account of the Borrower in accordance with such Issuing Lender's usual and 2.11. (c) customary practices. Upon its the issuance of, or amendment to, any Standby Letter of Credit, the respective Issuing Bank Lender shall promptly notify the respective Borrower Administrative Agent in writing of such issuance or amendment and each Bank such notice shall be accompanied by a copy of such issuance or amendment. Upon receipt of such notice, which notice the Administrative Agent shall include notify each Lender, in writing, of such issuance or amendment and if requested to by any Lender, the Administrative Agent shall provide to such Lender copies of any such issuance or amendment. With regards to Trade Letters of Credit, the Issuing Lender shall, on the first Business Day of each week, provide to the Administrative Agent, by facsimile, a summary description written report of the Letter aggregate daily outstanding Trade Letters of Credit actually issued and any amendments theretofor the previous week. (d) The Stated Amount of each Letter of Credit upon issuance shall be not less than $1,000,000.

Letter of Credit Requests. (a) Whenever a Revolving Borrower desires that a Letter of Credit be issued for its account, such Revolving Borrower shall give the Administrative Agent and the respective Issuing Bank Lender at least two (2) Business Days’ prior written notice (including by way of facsimile transmission, immediately confirmed in writing by submission of the original of such request by mail to the Issuing Bank) thereof prior to 12:00 Noon, New York time, at least three Business Days prior to the proposed date of issuance (which shall be a Business Day), which written thereof. Each notice shall be in the form of Exhibit 2.12 C appropriately completed (each, each a “Letter of Credit Request”). Each Letter of Credit Request shall include any other documents as the respective Issuing Bank customarily requires in connection therewith. (b) The making of each Letter of Credit Request shall be deemed to be a representation and warranty by the respective Revolving Borrower that such Letter of Credit may be issued in accordance with, and it will not violate the requirements applicable to such Borrower and/or of, Section 3.01(c). Unless the respective Issuing Lender has received notice from the Required Lenders before it issues a Letter of Credit that one or more of the conditions specified in Section 6.01 or 6.03, as the case may be, are not then satisfied, or that the issuance of such Letter of Credit ofwould violate Section 3.01(c), Sections 2.10 then such Issuing Lender may issue the requested Letter of Credit for the account of the respective Revolving Borrower in accordance with such Issuing Lender’s usual and 2.11. (c) customary practices. Upon its issuance of, or its entering into any amendment with respect to, any Letter of Credit, the respective Issuing Bank Lender shall promptly notify the respective Borrower and each Bank Administrative Agent of such issuance or amendment, which notice shall include amendment and deliver to the Administrative Agent a summary description copy of the Letter of Credit actually issued and any amendments theretoor amended, as the case may be. In addition, on the first Business Day of each week thereafter, each Issuing Lender shall furnish the Administrative Agent with a written (including via facsimile) report of the daily aggregate Letter of Credit Obligations of all Letters of Credit issued by such Issuing Lender for the immediately preceding week. (dc) The Stated Amount At any time that there is an Issuing Lender that is not also the financial institution acting as Administrative Agent, then (i) on the last Business Day of each calendar month, (ii) on each date that a Letter of Credit is amended, terminated or otherwise expires, (iii) on each date that a Letter of Credit is issued or the expiry date of a Letter of Credit is extended, and (iv) upon the request of the Administrative Agent, each Issuing Lender (or, in the case of clauses (ii), (iii) or (iv) of this Section, the applicable Issuing Lender) shall deliver to the Administrative Agent a report setting forth in form and detail reasonably satisfactory to the Administrative Agent information (including, without limitation, any reimbursement, cash collateral, or termination in respect of Letters of Credit issued by such Issuing Lender) with respect to each Letter of Credit issued by such Issuing Lender that is outstanding hereunder. In addition, each Issuing Lender shall provide notice to the Administrative Agent of its LC Commitment, or any change thereto, promptly upon issuance it becoming an Issuing Lender or making any change to its LC Commitment. No failure on the part of any Issuing Lender to provide such information pursuant to this Section 3.03(c) shall limit the obligations of any Borrower or any Revolving Lender hereunder with respect to its reimbursement and participation obligations hereunder. The Administrative Agent shall not be not less than $1,000,000responsible for or have any duty to ascertain or inquire into the utilization of any Issuing Lender’s LC Commitment (it being understood and agreed that each Issuing Lender shall monitor compliance with its own LC Commitment without any further action by the Administrative Agent).

Letter of Credit Requests. (a) Whenever a Borrower an Account Party desires that a Letter of Credit be issued for its account, such Borrower Account Party shall give the Administrative Agent (at the appropriate Notice Office) and the respective Issuing Bank Lender at least 3 Business Days' (or such shorter period as is acceptable to such Issuing Lender in any given case) written notice (including by way of facsimile transmission, immediately confirmed in writing by submission of the original of such request by mail to the Issuing Bank) thereof prior to 12:00 Noon, New York time, at least three Business Days prior to the proposed date of issuance (which shall be a Business Day), which written . Each notice shall be in the form of Exhibit 2.12 C (each, a “"Letter of Credit Request”"), including without limitation by specifying whether the requested Letter of Credit shall constitute a Multicurrency Facility Letter of Credit, or a Dollar Facility Letter of Credit and the Available Currency in which the requested Letter of Credit is to be denominated. Each Letter of Credit Request shall include any other documents as the respective such Issuing Bank Lender customarily requires in connection therewith. (b) The making of each Letter of Credit Request shall be deemed to be a representation and warranty by the respective U.S. Borrower or the Canadian Borrower, as the case may be, that such Letter of Credit may be issued in accordance with, and it will not violate the requirements of, Section 3.01(c). Unless the respective Issuing Lender has received notice from the Required Lenders before it issues a Letter of Credit that one or more of the applicable to such Borrower and/or conditions specified in Sections 6 or 7, as the case may be, are not then satisfied, or that the issuance of such Letter of Credit ofwould violate Section 3.01(c), Sections 2.10 and 2.11. (c) Upon its issuance of, or amendment to, any Letter of Credit, then such Issuing Lender may issue the respective Issuing Bank shall promptly notify the respective Borrower and each Bank of such issuance or amendment, which notice shall include a summary description of the requested Letter of Credit actually issued for the account of the respective Account Party in accordance with such Issuing Lender's usual and any amendments theretocustomary practices. (d) The Stated Amount of each Letter of Credit upon issuance shall be not less than $1,000,000.

Letter of Credit Requests. (a) Whenever a Borrower an Account Party desires that a Letter of Credit be issued for its account, such Borrower Account Party shall give the Administrative Agent (at the appropriate Notice Office) and the respective Issuing Bank Lender at least 3 Business Days’ (or such shorter period as is acceptable to such Issuing Lender in any given case) written notice (including by way of facsimile transmission, immediately confirmed in writing by submission of the original of such request by mail to the Issuing Bank) thereof prior to 12:00 Noon, New York time, at least three Business Days prior to the proposed date of issuance (which shall be a Business Day), which written . Each notice shall be in the form of Exhibit 2.12 C-1 (each, a “"Letter of Credit Request”), including, without limitation, by specifying: (i) whether the requested Letter of Credit shall constitute a U.S. Borrower Letter of Credit or a Bermuda Borrower Letter of Credit; and (ii) the currency in which the requested Letter of Credit is to be denominated (which shall be Dollars or, to the extent permitted hereunder, an Alternative Currency). Each Letter of Credit Request shall include any other documents as the respective such Issuing Bank Lender customarily requires in connection therewith. (b) The making of each Letter of Credit Request shall be deemed to be a representation and warranty by the respective Borrower applicable Account Party that such Letter of Credit may be issued in accordance with, and it will not violate the requirements of, Section 2A.01(c). Unless the respective Issuing Lender has received notice from the Required Lenders before it issues a Letter of Credit that one or more of the applicable to such Borrower and/or conditions specified in Section 6, as the case may be, are not then satisfied, or that the issuance of such Letter of Credit ofwould violate Section 2A.01(c), Sections 2.10 and 2.11. (c) Upon its issuance of, or amendment to, any Letter of Credit, then such Issuing Lender may issue the respective Issuing Bank shall promptly notify the respective Borrower and each Bank of such issuance or amendment, which notice shall include a summary description of the requested Letter of Credit actually issued for the account of the respective Account Party in accordance with such Issuing Lender’s usual and any amendments theretocustomary practices. (d) The Stated Amount of each Letter of Credit upon issuance shall be not less than $1,000,000.

Letter of Credit Requests. (a) Whenever a the US Borrower desires that a Letter of Credit be issued for its account, such the US Borrower shall give the Agent Payments Administrator and the respective Issuing Bank written notice (including by way of facsimile transmission, immediately confirmed in writing by submission of the original of such request by mail to the Issuing Bank) thereof prior to 12:00 Noon, New York time, Lender at least three Business Days prior Days' (or such shorter period as is acceptable to the proposed date of issuance (which shall be a Business Day), which respective Issuing Lender) by facsimile written notice thereof. Each notice shall be in the form of Exhibit 2.12 C (each, each a “"Letter of Credit Request”"). Each Letter of Credit Request shall include any other documents as the respective Issuing Bank customarily requires in connection therewith. (b) The making of each Letter of Credit Request shall be deemed to be a representation and warranty by the respective US Borrower that such Letter of Credit may be issued in accordance with, and it will not violate the requirements applicable to such Borrower and/or of, Section 2.01(c). Unless the respective Issuing Lender has received notice from any Lender before it issues a Letter of Credit that one or more of the conditions specified in Section 5 are not then satisfied, or that the issuance of such Letter of Credit ofwould violate Section 2.01(e), Sections 2.10 then such Issuing Lender may issue the requested Letter of Credit for the account of the US Borrower in accordance with such Issuing Lender's usual and 2.11. (c) customary practices. Upon its issuance of, or amendment to, of any Letter of Credit, the respective such Issuing Bank Lender shall promptly notify in writing each Lender and the respective Borrower and each Bank DIP Agent of such issuance or amendment, which notice shall include be accompanied, if requested by any Lender, by a summary description copy of the amendment or of the Letter of Credit actually issued and any amendments theretoissued. (d) The Stated Amount of each Letter of Credit upon issuance shall be not less than $1,000,000.

Letter of Credit Requests. (a) Whenever a the Borrower desires that a Letter of Credit be issued for its account, such the Borrower shall give the Administrative Agent and the respective Issuing Bank written notice at least two Business Days' (including by way of facsimile transmission, immediately confirmed in writing by submission of the original of or such request by mail shorter period as is acceptable to the respective Issuing Bank) thereof prior written notice thereof. In the case of Letters of Credit to 12:00 Noonbe issued pursuant to Section 2.01, New York time, at least three Business Days prior to the proposed date of issuance (which shall be a Business Day), which written each notice shall be in the form of Exhibit 2.12 C (each, each a “"Letter of Credit Request”"). Each Letter of Credit Request shall include any other documents as the respective Issuing Bank customarily requires in connection therewith. (b) The making of each Letter of Credit Request shall be deemed to be a representation and warranty by the respective Borrower that such Letter of Credit may be issued in accordance with, and it will not violate the requirements applicable to such Borrower and/or of, Section 2.01(c). Unless the respective Issuing Bank has received notice from any Bank before it issues a Letter of Credit that one or more of the conditions specified in Section 5 or Section 6 are not then satisfied, or that the issuance of such Letter of Credit ofwould violate Section 2.01(c), Sections 2.10 then such Issuing Bank may issue the requested Letter of Credit for the account of the Borrower in accordance with such Issuing Bank's usual and 2.11. (c) customary practices. Upon its issuance of, or amendment to, of any Standby Letter of Credit, the respective such Issuing Bank shall promptly notify the respective Borrower and each Bank participating therein of such issuance or amendmentissuance, which notice shall include be accompanied by a summary description copy of the Letter of Credit actually issued and any amendments thereto. (d) . For Trade Letters of Credit on which the Issuing Bank is other than the Administrative Agent, the Issuing Bank will send to the Administrative Agent by facsimile transmission, promptly on the first Business Day of each week, the daily aggregate Stated Amounts of Trade Letters of Credit available during the preceding week. The Stated Amount of Administrative Agent will send to each Bank after each calendar month end and upon each Letter of Credit upon issuance shall be not less than $1,000,000Fee payment, a report setting forth for the relevant period the daily aggregate Stated Amount of all outstanding Trade Letters of Credit of all Issuing Banks during such period.

Letter of Credit Requests. (a) Whenever a the Borrower desires that a Letter of Credit be issued for its account, such the Borrower shall give the Administrative Agent and the respective Issuing Bank written notice at least two Business Days’ (including by way of facsimile transmission, immediately confirmed in writing by submission of the original of or such request by mail shorter period as is acceptable to the respective Issuing Bank) thereof prior to 12:00 Noon, New York time, at least three Business Days prior to the proposed date of issuance (which shall be a Business Day), which written notice thereof. Each notice shall be in the form of Exhibit 2.12 C to the Original Credit Agreement (each, a “Letter of Credit Request”). Each Letter of Credit Request shall include any other documents as the respective Issuing Bank customarily requires in connection therewith. (b) The making of each Letter of Credit Request shall be deemed to be a representation and warranty by the respective Borrower that such Letter of Credit may be issued in accordance with, and it will not violate the requirements applicable to such Borrower and/or of, Section 2.01(b). Unless the respective Issuing Bank has received notice from any Bank before it issues a Letter of Credit that one or more of the conditions specified in Sections 5 or 6 are not then satisfied, or that the issuance of such Letter of Credit ofwould violate Section 2.01(b), Sections 2.10 then such Issuing Bank shall issue the requested Letter of Credit for the account of the Borrower in accordance with such Issuing Bank’s usual and 2.11. (c) customary practices. Upon its the issuance of, or amendment to, of any Letter of CreditCredit or any amendment thereto, the respective Issuing Bank shall promptly notify the respective Borrower and Administrative Agent, in writing, of such issuance or amendment, and such notice shall be accompanied by a copy of such issuance or amendment. Upon receipt of such notice, the Administrative Agent shall notify each Bank of such issuance or amendment, which notice shall include a summary description of the Letter of Credit actually issued and any amendments thereto. (d) The Stated Amount of each Letter of Credit upon issuance shall be not less than $1,000,000.

Letter of Credit Requests. (a) Whenever a Borrower an Account Party desires that a Letter of Credit be issued for its account, such Borrower Account Party shall give the Administrative Agent (at the appropriate Notice Office) and the respective Issuing Bank Lender at least 3 Business Days’ (or such shorter period as is acceptable to such Issuing Lender in any given case) written notice (including by way of facsimile transmission, immediately confirmed in writing by submission of the original of such request by mail to the Issuing Bank) thereof prior to 12:00 Noon, New York time, at least three Business Days prior to the proposed date of issuance (which shall be a Business Day), which written . Each notice shall be in the form of Exhibit 2.12 C-1 (each, a “Letter of Credit Request”), including, without limitation, by specifying: (i) whether the requested Letter of Credit shall constitute a U.S. Borrower Letter of Credit or a Bermuda Borrower Letter of Credit; and (ii) the currency in which the requested Letter of Credit is to be denominated (which shall be Dollars or, to the extent permitted hereunder, an Alternative Currency. Each Letter of Credit Request shall include any other documents as the respective such Issuing Bank Lender customarily requires in connection therewith. (b) The making of each Letter of Credit Request shall be deemed to be a representation and warranty by the respective Borrower applicable Account Party that such Letter of Credit may be issued in accordance with, and it will not violate the requirements of, Section 2A.01(c). Unless the respective Issuing Lender has received notice from the Required Lenders before it issues a Letter of Credit that one or more of the applicable to such Borrower and/or conditions specified in Section 5 or 6, as the case may be, are not then satisfied, or that the issuance of such Letter of Credit ofwould violate Section 2A.01(c), Sections 2.10 and 2.11. (c) Upon its issuance of, or amendment to, any Letter of Credit, then such Issuing Lender may issue the respective Issuing Bank shall promptly notify the respective Borrower and each Bank of such issuance or amendment, which notice shall include a summary description of the requested Letter of Credit actually issued for the account of the respective Account Party in accordance with such Issuing Lender’s usual and any amendments theretocustomary practices. (d) The Stated Amount of each Letter of Credit upon issuance shall be not less than $1,000,000.

Letter of Credit Requests. (a) Whenever a the Borrower desires that a Letter of Credit be issued for its account, such the Borrower shall give the Administrative Agent and the respective Issuing Bank written notice (including by way of facsimile transmission, immediately confirmed in writing by submission of the original of such request by mail to the Issuing Bank) thereof prior to 12:00 Noon, New York time, Lender at least three Business Days prior Days' (or such shorter period as is acceptable to the proposed date of issuance (which shall be a Business Day), which respective Issuing Lender) by facsimile written notice thereof. Each notice shall be in the form of Exhibit 2.12 C (each, each a “"Letter of Credit Request”"). Each Letter of Credit Request shall include any other documents as the respective Issuing Bank customarily requires in connection therewith. (b) The making of each Letter of Credit Request shall be deemed to be a representation and warranty by the respective Borrower that such Letter of Credit may be issued in accordance with, and it will not violate the requirements applicable to such Borrower and/or of, Section 2.01(c). Unless the respective Issuing Lender has received notice from any Lender before it issues a Letter of Credit that one or more of the conditions specified in Section 5 are not then satisfied, or that the issuance of such Letter of Credit ofwould violate Section 2.01(c), Sections 2.10 then such Issuing Lender may issue the requested Letter of Credit for the account of the Borrower in accordance with such Issuing Lender's usual and 2.11. (c) customary practices. Upon its issuance of, or amendment to, of any Standby Letter of Credit, the respective Issuing Bank Lender shall promptly notify the respective Borrower and each Bank the Administrative Agent, in writing, of such issuance or amendment, which notice shall include be accompanied by a summary description copy of such issuance or amendment. Upon receipt of such notice, the Letter Administrative Agent shall promptly notify each Lender of Credit actually issued and any amendments thereto. (d) The Stated Amount of each Letter of Credit upon such issuance or amendment, which notice shall be not less than $1,000,000accompanied, if requested by any Lender, by a copy of such issuance or amendment.

Letter of Credit Requests. (a) Whenever a Borrower the Company desires that a Letter of Credit be issued for its account, such Borrower the Company shall give the Administrative Agent and the respective Issuing Bank at least ten Business Days' written notice thereof (including by way of facsimile transmission, immediately confirmed in writing by submission of the original of or such request by mail lesser notice as may be acceptable to the such Issuing Bank) thereof prior to 12:00 Noon, New York time, at least three Business Days prior to the proposed date of issuance (which shall be a Business Day), which written . Each notice shall be substantially in the form of Exhibit 2.12 C (each, each a “"Letter of Credit Request”"). Each The Administrative Agent shall promptly transmit copies of each Letter of Credit Request shall include any other documents as the respective Issuing Bank customarily requires in connection therewithto each Bank. (b) The making of each Letter of Credit Request shall be deemed to be a representation and warranty by the respective Borrower Company that such Letter of Credit may be issued in accordance with, and it will not violate the requirements of, Section 2.01(c). Unless the respective Issuing Bank has received notice from the Administrative Agent before it issues a Letter of Credit that one or more of the applicable to such Borrower and/or conditions specified in Section 5 or Section 6 are not then satisfied, or that the issuance of such Letter of Credit ofwould violate Section 2.01(c), Sections 2.10 then such Issuing Bank may issue the requested Letter of Credit for the account of the Company in accordance with such Issuing Bank's usual and 2.11. (c) customary practices. Upon its issuance of, or its entering into an amendment with respect to, any Letter of Credit, the respective Issuing Bank shall promptly notify the respective Borrower Administrative Agent of such issuance or amendment and deliver to the Administrative Agent a copy of such Letter of Credit or amendment, as the case may be. Promptly thereafter, the Administrative Agent shall notify each Bank of such issuance or amendment, which notice shall include be accompanied by a summary description copy of the Letter of Credit actually issued and any amendments theretoissued, or the amendment entered into, as the case may be, by such Issuing Bank. (d) The Stated Amount of each Letter of Credit upon issuance shall be not less than $1,000,000.

Letter of Credit Requests. (a) Whenever a Borrower an Account Party desires that a Letter of Credit be issued for its account, such Borrower Account Party shall give the Administrative Agent (at the appropriate Notice Office) and the respective Issuing Bank Lender at least 3 days' (or such shorter period as is acceptable to such Issuing Lender in any given case) written notice (including by way of facsimile transmission, immediately confirmed in writing by submission of the original of such request by mail to the Issuing Bankfacsimile) thereof prior to 12:00 Noon, New York time, at least three Business Days prior to the proposed date of issuance (which shall be a Business Day), which written . Each notice shall be in the form of Exhibit 2.12 C (each, a “"Letter of Credit Request”"), including, without limitation, by specifying whether the requested Letter of Credit shall constitute a U.S. Borrower Letter of Credit or a European Borrower Letter of Credit and the Available Currency in which the requested Letter of Credit is to be denominated. Each Letter of Credit Request shall include any other documents as the respective such Issuing Bank Lender customarily requires in connection therewith. (b) The making of each Letter of Credit Request shall be deemed to be a representation and warranty by the respective U.S. Borrower or the European Borrower, as the case may be, that such Letter of Credit may be issued in accordance with, and it will not violate the requirements of, Section 2.01(c). Unless the respective Issuing Lender has received notice from the Required Lenders before it issues a Letter of Credit that one or more of the applicable to such Borrower and/or conditions specified in Section 5 or 6, as the case may be, are not then satisfied, or that the issuance of such Letter of Credit ofwould violate Section 2.01(c), Sections 2.10 and 2.11. (c) Upon its issuance of, or amendment to, any Letter of Credit, then such Issuing Lender may issue the respective Issuing Bank shall promptly notify the respective Borrower and each Bank of such issuance or amendment, which notice shall include a summary description of the requested Letter of Credit actually issued for the account of the respective Account Party in accordance with such Issuing Lender's usual and any amendments theretocustomary practices. (d) The Stated Amount of each Letter of Credit upon issuance shall be not less than $1,000,000.

Letter of Credit Requests. (a) Whenever a Borrower an Account Party desires that a Letter of Credit be issued for its account, such Borrower Account Party shall give the Administrative Agent (at the appropriate Notice Office) and the respective Issuing Bank Lender at least 3 Business Days' (or such shorter period as is acceptable to such Issuing Lender in any given case) written notice (including by way of facsimile transmission, immediately confirmed in writing by submission of the original of such request by mail to the Issuing Bank) thereof prior to 12:00 Noon, New York time, at least three Business Days prior to the proposed date of issuance (which shall be a Business Day), which written . Each notice shall be in the form of Exhibit 2.12 C-1 (each, a “"Letter of Credit Request”"), including, without limitation, by specifying: (i) whether the requested Letter of Credit shall constitute a U.S. Borrower Letter of Credit or a Bermuda Borrower Letter of Credit; and (ii) the currency in which the requested Letter of Credit is to be denominated (which shall be Dollars or, to the extent permitted hereunder, an Alternative Currency. Each Letter of Credit Request shall include any other documents as the respective such Issuing Bank Lender customarily requires in connection therewith. (b) The making of each Letter of Credit Request shall be deemed to be a representation and warranty by the respective Borrower applicable Account Party that such Letter of Credit may be issued in accordance with, and it will not violate the requirements of, Section 2A.01(c). Unless the respective Issuing Lender has received notice from the Required Lenders before it issues a Letter of Credit that one or more of the applicable to such Borrower and/or conditions specified in Section 5 or 6, as the case may be, are not then satisfied, or that the issuance of such Letter of Credit ofwould violate Section 2A.01(c), Sections 2.10 and 2.11. (c) Upon its issuance of, or amendment to, any Letter of Credit, then such Issuing Lender may issue the respective Issuing Bank shall promptly notify the respective Borrower and each Bank of such issuance or amendment, which notice shall include a summary description of the requested Letter of Credit actually issued for the account of the respective Account Party in accordance with such Issuing Lender's usual and any amendments theretocustomary practices. (d) The Stated Amount of each Letter of Credit upon issuance shall be not less than $1,000,000.

Letter of Credit Requests. (a) Whenever a Borrower an Account Party desires that a Letter of Credit be issued for its account, such Borrower Account Party shall give the Administrative Agent (at the appropriate Notice Office) and the respective Issuing Bank Lender at least 3 days' (or such shorter period as is acceptable to such Issuing Lender in any given case) written notice (including by way of facsimile transmission, immediately confirmed in writing by submission of the original of such request by mail to the Issuing Bank) thereof prior to 12:00 Noon, New York time, at least three Business Days prior to the proposed date of issuance (which shall be a Business Day), which written . Each notice shall be in the form of Exhibit 2.12 C-1 (each, a “"Letter of Credit Request”"), including without limitation by specifying whether the requested Letter of Credit shall constitute a Multicurrency Facility Letter of Credit, a U.S. Borrower Dollar Facility Letter of Credit or a Bermuda Borrower Dollar Facility Letter of Credit and the Available Currency in which the requested Letter of Credit is to be denominated. Each Letter of Credit Request shall include any other documents as the respective such Issuing Bank Lender customarily requires in connection therewith. (b) The making of each Letter of Credit Request shall be deemed to be a representation and warranty by the respective U.S. Borrower or the Bermuda Borrower, as the case may be, that such Letter of Credit may be issued in accordance with, and it will not violate the requirements of, Section 2A.01(c). Unless the respective Issuing Lender has received notice from the Required Lenders before it issues a Letter of Credit that one or more of the applicable to such Borrower and/or conditions specified in Section 5 or 6, as the case may be, are not then satisfied, or that the issuance of such Letter of Credit ofwould violate Section 2A.01(c), Sections 2.10 and 2.11. (c) Upon its issuance of, or amendment to, any Letter of Credit, then such Issuing Lender may issue the respective Issuing Bank shall promptly notify the respective Borrower and each Bank of such issuance or amendment, which notice shall include a summary description of the requested Letter of Credit actually issued for the account of the respective Account Party in accordance with such Issuing Lender's usual and any amendments theretocustomary practices. (d) The Stated Amount of each Letter of Credit upon issuance shall be not less than $1,000,000.

Letter of Credit Requests. (a) Whenever a Borrower the Company desires that a Letter of Credit be issued for its account, such Borrower the Company shall give the Administrative Agent and the respective Issuing Bank at least ten Business Days' (or such shorter period as is acceptable to such Issuing Bank in any given case) written notice (including by way of facsimile transmission, immediately confirmed in writing by submission of the original of such request by mail to the Issuing Bank) thereof prior to 12:00 Noon, New York time, at least three Business Days prior to the proposed date of issuance (which shall be a Business Day), which written . Each notice shall be in the form of Exhibit 2.12 C (each, each a “"Letter of Credit Request”"). Each Letter of Credit Request shall include any other documents as the respective Issuing Bank customarily requires in connection therewith. (b) The making of each Letter of Credit Request shall be deemed to be a representation and warranty by the respective Borrower Company that such Letter of Credit may be issued in accordance with, and it will not violate the requirements of, Section 2.01(c). Unless the respective Issuing Bank has received notice from any Bank before it issues a Letter of Credit that one or more of the applicable to such Borrower and/or conditions specified in Section 5 or 6 are not then satisfied, or that the issuance of such Letter of Credit ofwould violate Section 2.01(c), Sections 2.10 then such Issuing Bank shall issue on the date of issuance requested in the applicable Letter of Credit Request the requested Letter of Credit for the account of the Company in accordance with such Issuing Bank's usual and 2.11. (c) customary practices. Upon its issuance of, or its entering into an amendment with respect to, any Letter of Credit, the respective Issuing Bank shall promptly notify the respective Borrower and each Bank of such issuance or amendment, which notice shall include be accompanied by a summary description copy of the Letter of Credit actually issued and any amendments theretoor amendment entered into, as the case may be, by such Issuing Bank. (d) The Stated Amount of each Letter of Credit upon issuance shall be not less than $1,000,000.